K I M C O™
INTEGRITY | CREATIVITY | STABIL ITY
20 08 AN NUAL R EP ORT
Our vision is to be the premier owner and manager of
neighborhood and community shopping centers in North America.
(cid:115) Equity Interests in: More than 900 shopping centers
80 million square feet
Letter from the Chairman ........................................................
Q & A Dave Henry .....................................................................
Q & A David Lukes .....................................................................
Q & A Mike Pappagallo ..............................................................
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6
8
12
Closing Statement.......................................................................
Financials on Form 10K .............................................................
Board of Directors, Corporate Directory,
Shareholder Information.........................................................
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17
IBC
Milton Cooper
Chairman & Chief Executive Officer
Dear Fellow Shareholders, Partners and Associates:
In Kimco’s long business history we have endured many retail
bankruptcies, credit crunches, business cycles and recessions,
but none of these moved upon us with the velocity of what
I will refer to as the Economic Tsunami of 2008. Begin-
ning last fall, consumers significantly reduced spending and
financial institutions, pressured by loan losses and declining
investment values, reduced lending. Housing prices have de-
clined virtually everywhere in the United States. All businesses
now seem to have two priorities: (1) to monitor and bolster
liquidity; and (2) to reduce costs. These circumstances point
to a poor environment for the retailer and, consequently, chal-
lenging times for the owner of retail real estate.
Despite the ominous clouds that gathered during much of
2008 and the sharp contraction of business activity, we were
able to deliver steady financial results from our core operating
activities. Funds From Operations (“FFO”), a widely accepted
measure of REIT performance, were $522.9 million, or $2.02
per diluted share. This compares to $669.8 million, or $2.59
per diluted share, in 2007. Over three-quarters of the decline
can be traced to non-cash valuation reserves for a reduction in
the value of certain of our assets, mostly related to our stock
holdings in other public companies. Excluding these charges,
our FFO per diluted share was $2.46 and $2.59 for 2008 and
2007, respectively.
We maintained solid occupancy levels of 93.7% at year
end, despite retailer bankruptcies and a declining economic
environment. The tireless and enthusiastic work of our leasing
organization yielded positive re-leasing spreads of over 10%
and an average quarterly increase in same-site net operating
income of a solid 2.4%.
We kept our balance sheet flexibility intact with over $1
billion of credit availability as of year end. Our finance team
was able to raise over $1.8 billion of debt and equity, includ-
ing over $400 million of common equity prior to the rapid
deterioration of the markets that began in September.
In the balance of this letter I would like to share Kimco’s
strategy for dealing with the present difficult environment,
beginning with some historical perspective, and address a few
other issues. In the comments that follow mine, Dave Henry,
our President, Mike Pappagallo, our Chief Financial Officer,
and David Lukes, our Chief Operating Officer, will review
our business in more detail, as well as discuss for you our
strategy for further strengthening our financial position.
The Background
In 1991, we concluded that the REIT model was a good
one and that Kimco should become a public REIT. Our ini-
tial public offering (IPO) occurred in November 1991. For a
few years thereafter, real estate prices were such that we could
1
acquire shopping centers at entry yields and generate total
returns well in excess of our cost of capital. Over time, as
additional REITs became public, capital flowed continuously
into commercial real estate, and cap rates compressed to the
extent that attractive accretive purchase opportunities in the
U.S. were not widely available. As a result, Kimco began to
acquire shopping centers outside of the U.S. – in Canada and
Mexico – and we even diversified into non-shopping cen-
ter properties where we believed value could be added, e.g.,
extended stay residential, urban residential and net leased
industrial properties. We also formed joint ventures with
institutional investors with a low cost of capital who were
looking for well-leased retail properties and stable cash flows.
In 2001 the REIT Modernization Act was passed. This law
allowed REITs to create taxable subsidiaries that were per-
mitted to engage in a wide range of business activities that
are carried on daily by non-REIT organizations, provided
the REIT paid corporate income taxes on profits from these
activities. Kimco leapt at the opportunity to engage in various
real estate-related businesses where we had expertise, such as
the merchant building of shopping centers and investments
to provide liquidity for the real estate assets of various retailers
like Montgomery Ward, Strawbridge and Clothier, and Ames.
Over the years, these business activities produced substantial
additional income for our shareholders. However, competi-
tion, armed with cheap capital and ample liquidity, pursued
the same or related opportunities. Our competitors were
other REITs, hedge funds, investment banks and other capital
providers. In some cases we became partners with other funds
and investment banks (e.g. Albertsons, Konover and others).
However, as competition increased, our income from these
business activities tapered downward.
The Strategy
And then came the Economic Tsunami of 2008 which
reversed everything with lightning speed. Capital became
very tight and expensive, while risk aversion spiked. A major
recession was at hand. This current environment compels
us to refocus our efforts on maintaining and enhancing our
position as the premier owner and manager of neighborhood
and community shopping centers in North America, and to
grow our beneficial ownership of over 900 shopping centers
containing 80 million square feet of leasable space. This
must be our predominant focus. Our core business, defen-
sive in nature, should provide the best risk-adjusted returns
for our shareholders in these challenging times. In addition,
our strategy will position us to seize, and take advantage of,
opportunities that normally become available in economic
downturns. This strategy has always been part of our DNA.
The Execution
We have moved to reduce our exposure to development risk
substantially. While development has historically been a prof-
itable activity for Kimco, we anticipated last year that retail
demand for U.S. development projects in new suburbs would
decline as housing starts declined. (A rising tide of rooftops
being built for potential shoppers is the primary driver of
retailers’ demand for space in new developments.)
Our institutional joint venture program has been quite
successful for us, as it marries our property acquisition and
management expertise with the investment capital of major
institutions. We continue our efforts to expand this business.
Many institutions may find that some of their real estate
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holdings will be subject to economic stress in this difficult
environment. Our institutional joint venture platform offers
new investment capital for Kimco and draws on our proven
managerial expertise in turning around properties under stress.
ments. The net proceeds will augment our liquidity through
debt reduction and will be used to acquire shopping centers
opportunistically.
The Preferred Equity business provided good returns when
opportunities to invest capital in Kimco’s core business were
limited. These returns have consisted of a fixed return of
8-10% plus a portion of the upside, usually 25-50%. In the
current environments, we will curtail Preferred Equity invest-
ments and focus on transactions that provide Kimco with
100% of the upside. In addition, capital deployed by
Retailer Services will be limited to short-term investments
that generate high risk-adjusted yields. This year Retailer
Services was a participant in a group that liquidated the
inventory of Mervyn’s, Linens-N-Things and Fortunoff.
As part of the refocusing strategy, we will emphasize mon-
etizing assets that do not fit within these core businesses.
Our investments in non-core activities totaled $1.2 billion
at the end of 2008, and we plan to monetize these invest-
The Core Portfolio
Kimco owns approximately 80 million square feet of gross
leasable area (GLA), of which 58 million square feet is owned
100% and 22 million square feet represents our percent-
age interest in various joint ventures. The portfolio is diverse
geographically and by tenant, and largely consists of neighbor-
hood shopping centers and retail outlets that sell consumer
necessities.
The schedule below lists all of the retailers in our portfolio
that account for more than 1% of our annualized base rent.
We believe that the average base rents in our portfolio are
below market, which provides defensive characteristics to our
cash flows and enables us to re-lease vacant space, over time,
without significant revenue declines. For instance, Kmart
rent averages $5.48 per square foot, substantially below
market rent. In many cases, Home Depot has leased our land
TENANT NAME
Home Depot
TJX Companies
Kmart
Kohl’s
Wal-Mart
Royal Ahold
Best Buy
Bed Bath & Beyond
Costco
Petsmart
Michaels
Safeway
CREDIT
RATINGS
(S&P/Moody’s)
BBB+/Baa1
A/A3
BB-/Ba1
BBB+/Baa1
AA/Aa2
BBB-/Baa3
BBB-/Baa2
BBB/NR
A/A2
BB/NR
B-/Caa1
BBB/Baa2
NUMBER OF
LOCATIONS
ANNUALIZED
BASE RENT
(in thousands)
% OF
ANNUALIZED
BASE RENT
LEASED GLA
(in thousands)
% OF
LEASED
GLA
41
128
54
38
38
35
44
52
17
59
66
52
$26,063
$22,459
$19,562
$17,407
$14,386
$12,675
$12,162
$9,761
$9,015
$8,921
$8,615
$8,503
3.3%
2.8%
2.5%
2.2%
1.8%
1.6%
1.5%
1.2%
1.1%
1.1%
1.1%
1.1%
3,297
2,276
3,568
2,539
2,067
1,151
1,092
879
1,296
686
685
833
4.7%
3.3%
5.1%
3.6%
3.0%
1.7%
1.6%
1.3%
1.9%
1.0%
1.0%
1.2%
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and used their funds to build improvements. As I have stated
on prior occasions, these are very defensive assets that have
meaningful growth potential when the U.S. economy begins
to expand again. We believe that few new projects will be
built in the near term, and the lack of new competing devel-
opments should allow market rents eventually to rise.
Deflation Concerns
The Economic Tsunami of 2008 may result in deflation.
Historically, a deflationary environment, once started, is
not easily or quickly reversed. While retailers will suffer as a
result, deflation tends to increase the value of safe, long-term
streams of income; this is perhaps one reason that the U.S.
10-year Treasury note is yielding less than 3% despite mas-
sive stimulus from the U.S. government. Thus, the secure
long-term leases charted on page 3 (much of which are below
market), should also increase in value.
There is no doubt that the retail environment will be very
difficult for some time to come. Most retail segments are
experiencing sales declines, particularly in discretionary retail
such as furniture, apparel, department store and luxury items.
On the other hand, warehouse clubs, supercenters, health
and personal care stores, pharmacies, and food and beverage
stores which sell items that the consumer needs, rather than
wants, have enjoyed modest increases in sales. We continue
to believe that there is substantial value inherent in our core
portfolio. To replace 80 million square feet of buildings and
land would cost, on a conservative basis, at least $150 per
square foot, or $12 billion. This is substantially higher than
the amount of our present equity and debt capitalization.
In Memoriam
In April of last year our co-founder, Martin Kimmel, passed
away. It was a great honor and privilege for me to be associ-
ated with Mr. Kimmel for over 50 years. I met Marty for the
first time when I was an associate at a law firm in which his
brother, Ed, was a partner. Clients of the law firm were con-
sidering the purchase of a property. I was asked to review the
financial numbers, and Marty was asked to look at the real es-
tate and advise on the soundness of the project. The property
was located in Sackets Harbor, New York. Sackets Harbor is
west of Watertown on Lake Ontario. It was a bitter cold and
freezing March day, but Marty inspected the buildings, the
basements and the roofs, and on our return I was absolutely
amazed at his grasp and recall of construction issues, leasing
issues and assessment of the market.
In 1958, I was involved in developing a shopping center in
Miami, Florida. The construction and leasing problems were
a nightmare. I remembered Marty from the Sackets Harbor
trip. At that time, Marty was living in California. I called
him and said, “When you get back to New York, I would
like to discuss our developing a shopping center in Florida.”
There was a long silence on the phone, and then Marty said,
“I will be on a plane tomorrow.” We met the day after he
arrived and very quickly shook hands on a partnership - and
that handshake was all that was ever needed between us. The
two of us, Kimmel and Cooper, became “Kimco.” Marty
took charge of the shopping center construction and rented
an apartment in Florida. He was just a ball of fire. He had
enormous energy and worked so hard. Everyone liked Marty,
including the subcontractors, leasing agents, retailers and
other developers. That shopping center was the genesis of
Kimco. All of the associates at Kimco enjoyed being with
Marty and listening to his wit and wisdom, including his
stories and jokes. Marty’s knowledge of real estate and his
insights into people were a vital part of Kimco’s growth. You
would never hear Marty say, “Well, that’s business!” Fair deal-
ing and keeping your word were at the spine of his being. In
July of 1980, Marty was diagnosed with metastatic prostate
cancer. He visited four different physicians and all of them
had a limited projection of his longevity. Marty would not
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accept the forecasts and survived all four of the physicians by
fifteen years. All of us at Kimco will miss him very much.
A Bit of Perspective
Finally, please allow me to offer a bit of perspective. The U.S.
economy is now contending with several major problems,
including rising unemployment, a falling stock market, de-
clining home prices, and a credit market that’s more troubled
than it’s been in decades. This, of course, has greatly impacted
retailers and retail real estate.
On a personal note, please permit me to acknowledge one
more debt of gratitude. My friend and my partner for over
40 years at Kimco, Michael Flynn, retired from his day-to-day
responsibilities at Kimco on December 31. His contributions
over the years to the growth of Kimco, and to me personally
are innumerable and I am very pleased that Mike has agreed
to continue to serve as a strategic advisor and a full member
of our Investment Committee. Fortunately, for all of us here
at Kimco, Mike’s wisdom will remain embedded in the fabric
of our firm.
We are well aware of these issues, and are managing through
them. Our free cash flows, like those of other retail REITs,
will be negatively affected for a period of time, and we know
that our cost of capital has become very expensive. But
Kimco’s assets, for the most part, provide consumer necessi-
ties, and our tenants, while suffering declining sales, are gen-
erally healthy financially. We have very strong relationships
within the retail world, in-fill locations that tend to be more
resistant to economic weakness, and a substantial portion of
our leases at below-market rents. We are confident that we can
get past this difficult period, while also looking for external
growth opportunities.
We continue to be blessed at Kimco with a wonderful team
of enormous talent that, in times like these, is a particularly
valuable asset. Dave Henry has 37-years of experience in real
estate, has been through many cycles, and is very equipped to
deal with the present perturbation in the marketplace. David
Lukes, our Chief Operating Officer, is creative, energetic and
enthusiastic about our shopping center business, and has
the ability, with our associates, to maximize its value while
minimizing risk. We are so lucky to have Mike Pappagallo as
our Chief Financial Officer and the watchdog of our balance
sheet. Mike will be instrumental in helping us to navigate the
shoals and sandbars of today’s roiled credit markets.
We should keep in mind that the population of the U.S.
grows by three million each year, or 30 million of increased
population over 10 years – more than the population of
Canada or Australia. As a consequence of this population
growth and resulting demand for retail space, our portfolio
should substantially increase in value over time – notwith-
standing the retailer retrenchment that’s occurring today. We
have a long-term horizon and believe that, during most peri-
ods in America, the wind will be at our backs. Patience and
confidence are in short supply these days, but Americans are a
resilient people and these attributes will soon be restored.
We have been through many cycles in our 50-year business
history and each time we have weathered the storms and have
emerged stronger with a team ready to sail forward. We are
passionate and prepared to do everything within our power to
achieve the success to which our shareholders are entitled.
Sincerely,
Milton Cooper
Chairman & Chief Executive Officer
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Q: Kimco has been in business since 1958, and was one of the earliest REITs to go
public in 1991. During that time, the company pursued different strategies to
maximize shareholder value. In the current environment, Milton has described a
“back-to-basics” approach. Can you explain how management made its decision?
Dave Henry:
It’s important to emphasize the fact that we have been in busi-
ness for over 50 years and during that time, we have experienced
many economic and real estate cycles. Perhaps none has been as
dramatic as this one, but the experience of working through those
cycles is built into our culture.
For the better part of this decade, the real estate markets were
flooded with liquidity. Competition for retail shopping centers was
fierce and expensive. As Milton noted in his letter, we responded
to those conditions by pursuing a variety of investment strategies
to generate returns well above our cost of capital.
Some of those investments were not in the form of owning and
operating shopping centers. In particular, during the period of
2003-2007, we aggressively invested in a series of opportunities
outside of our retail real estate core – investments that generated a
return of approximately 71% as they were monetized. We made a
significant amount of money from these opportunities, which con-
tributed to an earnings growth of 77% over that five-year period.
However, we do not believe that the value captured by these prof-
itable transactions found its way into our stock price. The excess
returns generated above a steady and determinable run rate were
not valued as they were outside our core competencies and were
perceived to be unpredictable. Since we are in business to create
and increase shareholder value, we have concluded that Kimco
shareholders would be best served by refocusing our strategy solely
on the shopping center business – capitalizing on the benefits of
our 50 years of experience and expertise in retail shopping centers.
D’Andrea Marketplace
Sparks, NV
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David B. Henry
President & Chief Investment Officer
Vice Chairman
Q: What exactly does this mean? What types of investments
will Kimco make? Also, the Company still has a number
of investments that do not seem to fit that model.
What happens with those investments?
Dave Henry:
We have simplified our business model. Our approach is to
acquire, own, and manage neighborhood and community shop-
ping centers. Either through direct ownership or through eq-
uity investments in joint ventures with numerous institutional
partners, Kimco currently has interests in 800 shopping centers in
the United States, and more than 50 each in Canada and Mexico.
These assets represent the core of our business operations, and will
serve as the springboard for future growth over the long term. We
will seek to add to our shopping center holdings as opportunities
arise in the current market conditions, and also to capture ad-
ditional value from our current asset base through internal growth
and redevelopment. We will also continue to pursue investments
that leverage our vast relationships with retailers, providing solu-
tions and expertise in managing retail real estate.
As we move to this “back to basics” strategy, we recognize that we
must also manage, and ultimately dispose of, those existing invest-
ments that do not fit into our business model, which represent
about $1.2 billion of our asset base. There are two basic types
of investments: approximately $400 million related to financial
instruments, such as loans and securities of other companies and
approximately $800 million, representing non–retail real estate
investments.
Our investments in financial instruments are varied, with the
largest being a convertible note issued by Valad Property Group,
an Australian public real estate company. We will seek to monetize
these investments as market conditions allow and as scheduled
amounts mature.
The largest position of non-retail real estate is a $150 million in-
vestment in a portfolio of 140+ extended stay properties with the
Westmont Hospitality group. These assets generate double-digit
returns and solid cash flow. An additional $300 million is invested
in a series of urban mixed-use assets in New York, Philadelphia,
Boston and Chicago, with the expectation of redeveloping and re-
positioning the assets. These plans remain viable over the long run;
however, we may elect to exit these assets before these strategies
are executed. The remaining non-core assets consist primarily of
approximately $135 million in preferred equity positions that are
not part of our retail focus, and various other mixed-use projects
and land holdings. Our goal is to monetize these non-retail assets
efficiently to increase overall company liquidity and to reinvest in
our core operations.
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Q: The Kimco shopping center portfolio currently has over 900
operating properties. What are the key attributes of your portfolio?
David Lukes:
his letter, no tenant accounts for more than 3.3% of our total an-
Whether located in the U.S., Canada or Mexico, Kimco’s shop-
nualized base rent and the top 50 tenants account for a little over
ping centers cater to a consumer’s daily needs. Grocery stores,
40%. Over 90% of our properties contain an anchor component.
discount stores, home improvement centers, drug stores, nail
Half of these contain a grocery component while the other half are
salons and dry cleaners are just a few of the merchants that service
anchored by a discounter. Daily sales from these two categories
thousands of patrons daily in communities where we lease, manage
of anchors provide the basis for customer traffic and help generate
and invest for long-term growth and stability. From an Economics
profits for the adjacent shops and sub-anchors.
101 perspective, we are at the point where supply meets demand.
Despite a troubling economic environment where bad news is a
Whether national or international, our approach to leasing is
daily event, Kimco’s shopping center portfolio is well-positioned
locally driven. Knowledge of local communities and specific
to support the neighborhoods and communities that have come to
markets is a key to our operating success. We have 28 regional
rely on them.
offices throughout the United States, Puerto Rico, Canada, Mexico
and Chile that serve leasing, property management, marketing,
Overall, Kimco’s shopping centers are built around more than
13,000 leases representing a wide variety of goods and services
that cover more than 140 retail categories. As Milton noted in
Center at Hobbs Brook
Sturbridge, MA
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David Lukes
Executive Vice President
Chief Operating Officer
Knowledge of local communities and specific
markets is a key to our operating success.
redevelopment and construction functions. The relationships
deals. Why is this important? Simply put, the investment from
we have with our national tenants and the creative approach our
the landlord (or tenant allowance) is factored in when establishing
leasing team takes with the small and midsize tenants combine to
base rent; the higher the allowance, the higher the rent. Higher
create shopping centers where customers want to visit. Our leasing
rents appear to be a wonderful growth vehicle; however, when
approach is also conservative. We rarely custom build space for
tenants or invest significant capital in their start-up. Even when
those rents are above the competition and cannot be replaced,
they can become a liability. We believe that the rent we receive is
capital was easier to access, it’s notable that our tenant improve-
for our real estate and not an investment in the tenant’s concept.
ment allowances averaged $9 per square foot in the U.S. and
In difficult times, such as the one we face today, sales from many
have not grown substantially over the past year as credit became
tenants decline and this can have a troubling effect when operating
scarce. In fact, we have a culture that thrives on low-investment
costs are too high, margins shrink, profits fall and the viability of
9
Grocery stores, discount stores, home improvement centers, drug stores,
nail salons and dry cleaners are just a few of the merchants that service
thousands of patrons daily in communities where we lease, manage and
invest for long-term growth and stability.
(cid:136)(cid:3)(cid:55)(cid:76)(cid:83)(cid:84)(cid:84)(cid:73)(cid:86)(cid:87)(cid:3)(cid:90)(cid:77)(cid:87)(cid:77)(cid:88)(cid:3)(cid:83)(cid:89)(cid:86)(cid:3)(cid:71)(cid:73)(cid:82)(cid:88)(cid:73)(cid:86)(cid:87)(cid:3)(cid:72)(cid:69)(cid:77)(cid:80)(cid:93)
(cid:136)(cid:3)(cid:51)(cid:89)(cid:86)(cid:3)(cid:80)(cid:73)(cid:69)(cid:87)(cid:73)(cid:87)(cid:3)(cid:80)(cid:69)(cid:87)(cid:88)(cid:3)(cid:93)(cid:73)(cid:69)(cid:86)(cid:87)
(cid:136)(cid:3)(cid:51)(cid:89)(cid:86)(cid:3)(cid:70)(cid:89)(cid:77)(cid:80)(cid:72)(cid:77)(cid:82)(cid:75)(cid:87)(cid:3)(cid:80)(cid:69)(cid:87)(cid:88)(cid:3)(cid:75)(cid:73)(cid:82)(cid:73)(cid:86)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:87)
(cid:136)(cid:3)(cid:51)(cid:89)(cid:86)(cid:3)(cid:84)(cid:86)(cid:83)(cid:84)(cid:73)(cid:86)(cid:88)(cid:93)(cid:3)(cid:77)(cid:87)(cid:3)(cid:77)(cid:86)(cid:86)(cid:73)(cid:84)(cid:80)(cid:69)(cid:71)(cid:73)(cid:69)(cid:70)(cid:80)(cid:73)
10
Strawberry Hill,
British Columbia, Canada
Grocery Anchored
Big-Box Anchored with
Grocery Component
7.0%
Power Center with
Grocery Component
3.1%
Power Center
16.9%
Big-Box Anchored
Junior Anchored
12.8%
11.9%
Outparcel
6.9%
Unanchored
5.0%
Drug Store Anchored
3.0%
33.5%
Power Center 30.5%
30.6% Grocery Anchored
Unanchored 1.6%
Outparcel 0.5%
Junior Anchored 7.7%
Drug Store Anchored 1.4%
Big-Box Anchored 10.2%
12.1% Big-Box Anchored with
Grocery Component
5.5% Power Center with
Grocery Component
0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0%
Discount 52%
Grocery 48%
Percentages are based on U.S. shopping centers
Percentages are based on annual base rent
KIMCO COR E BUSINESS – U.S . SHOPPI NG CE NTE R CHARACTERIZ ATION
11
Q: In the fourth quarter of 2008, the capital markets shut down.
How did this affect Kimco? How does Kimco plan to fund its
business operations? Does the company still have access to debt?
Mike Pappagallo:
The severe dislocation in the banking and capital markets has ad-
The approach to managing these debt maturities and our overall
capital requirements is straightforward: 1) U.S. dollar mortgage
versely impacted all industries – but it has been particularly acute
financing on a portion of our unencumbered asset pool, using
for real estate companies. REITs, by their nature, require capital
conservative leverage points and strong debt service coverage levels
to sustain and grow. Debt financing has, and will always be, an
that reflect the more stringent requirements in the current lending
integral part of real estate finance. It is therefore not surprising that
markets; 2) peso denominated financing on certain projects in our
REIT stock price performances, including Kimco’s, have suffered
under the dual stresses of economic and capital market troubles.
Mexico shopping center portfolio, both to access cash and recycle
our investment capital in that market; 3) selected asset sales, with a
particular emphasis on our non-core assets as well as net lease and
In the face of these issues, we believe our balance sheet philosophy
other retail properties with limited growth prospects; and
of conservative debt levels, well staggered maturities and a large
4) term loan facilities from those financial institutions with long
pool of unencumbered properties will position us to navigate
and well established relationships with Kimco. In addition, a variety
through these difficult times.
of our institutional relationships have expressed interest in our
Latin American asset base, which can serve as an additional source
Our annual debt maturities range from $378 million to $451
of capital.
million over each of the next three years, representing roughly 8%-
10% of our total debt obligations.
Westlake Shopping Center
Daly City, CA
12
Michael V. Pappagallo
Executive Vice President
Chief Financial Officer
Chief Administrative Officer
REITs, by their nature, require capital to sustain and
grow, and debt financing has and will always be, an
integral part of real estate finance.
So far, the results have been encouraging—commitments for new
In addition to our corporate funding needs, we are actively
capital representing almost 90% of the scheduled 2009 maturities
managing debt maturities and capital needs for our joint venture
have been received as of the date of this writing, and we are confi-
programs. We recognize significant attention has been given to
dent that the balance will be done by the middle of the year.
this area by our investors, and rightly so. However, most of our
existing programs are of a long-term nature and over 75% of the
We recently announced that we would recommend to the Board
debt outstanding matures after 2011. With respect to our immedi-
to reduce our 2009 dividend payout to match the estimated
ate refinancing needs, the Company’s exposure is buffeted by the
minimum amounts necessary to comply with IRS requirements
underlying design of the programs:
to maintain REIT status. While we recognize the importance
of the dividend to our shareholders, the current environment
(cid:136)(cid:3)(cid:3)(cid:56)(cid:76)(cid:73)(cid:3)(cid:82)(cid:83)(cid:82)(cid:17)(cid:86)(cid:73)(cid:71)(cid:83)(cid:89)(cid:86)(cid:87)(cid:73)(cid:3)(cid:82)(cid:69)(cid:88)(cid:89)(cid:86)(cid:73)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:81)(cid:83)(cid:86)(cid:88)(cid:75)(cid:69)(cid:75)(cid:73)(cid:87)(cid:16)(cid:3)
demands preservation of capital, and will enable us to retain over
(cid:75)(cid:73)(cid:82)(cid:73)(cid:86)(cid:69)(cid:80)(cid:80)(cid:93)(cid:3)(cid:80)(cid:77)(cid:81)(cid:77)(cid:88)(cid:77)(cid:82)(cid:75)(cid:3)(cid:86)(cid:77)(cid:87)(cid:79)(cid:3)(cid:88)(cid:83)(cid:3)(cid:77)(cid:82)(cid:72)(cid:77)(cid:90)(cid:77)(cid:72)(cid:89)(cid:69)(cid:80)(cid:3)(cid:69)(cid:87)(cid:87)(cid:73)(cid:88)(cid:87)(cid:18)
$140 million to further strengthen the balance sheet. This action
will enhance flexibility and help position us to build balance sheet
(cid:136)(cid:3)(cid:3)(cid:56)(cid:76)(cid:73)(cid:3)(cid:76)(cid:77)(cid:75)(cid:76)(cid:3)(cid:85)(cid:89)(cid:69)(cid:80)(cid:77)(cid:88)(cid:93)(cid:3)(cid:82)(cid:69)(cid:88)(cid:89)(cid:86)(cid:73)(cid:3)(cid:83)(cid:74)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:84)(cid:86)(cid:83)(cid:84)(cid:73)(cid:86)(cid:88)(cid:93)(cid:3)(cid:70)(cid:69)(cid:87)(cid:73)(cid:16)(cid:3)
capacity for future growth in earnings and dividends.
(cid:84)(cid:69)(cid:86)(cid:88)(cid:77)(cid:71)(cid:89)(cid:80)(cid:69)(cid:86)(cid:80)(cid:93)(cid:3)(cid:88)(cid:76)(cid:73)(cid:3)(cid:73)(cid:74)(cid:74)(cid:73)(cid:71)(cid:88)(cid:3)(cid:83)(cid:74)(cid:3)(cid:69)(cid:3)(cid:87)(cid:88)(cid:86)(cid:83)(cid:82)(cid:75)(cid:3)(cid:88)(cid:73)(cid:82)(cid:69)(cid:82)(cid:88)(cid:3)(cid:70)(cid:69)(cid:87)(cid:73)(cid:3)
(cid:91)(cid:77)(cid:88)(cid:76)(cid:3)(cid:80)(cid:83)(cid:82)(cid:75)(cid:17)(cid:88)(cid:73)(cid:86)(cid:81)(cid:3)(cid:80)(cid:73)(cid:69)(cid:87)(cid:73)(cid:87).
13
...our prudent balance sheet management and well structured
joint venture programs position us to emerge from the current
crisis intact...
14
Holmdel Commons II
Holmdel, NJ
15
Our Commitment
Integrity – Creativity – Stability
16
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
FORM 10-K
(cid:95) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the fiscal year ended December 31, 2008
OR
(cid:134)
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the transition period from ___________ to ___________
Commission file number 1-10899
KIMCO REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State of incorporation)
3333 New Hyde Park Road,
New Hyde Park, NY
(Address of principal executive offices)
13-2744380
(I.R.S. Employer Identification No.)
11042-0020
Zip Code
Registrant’s telephone number, including area code: (516) 869-9000
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, par value $.01 per share.
Depositary Shares, each representing one-tenth of a share of 6.65% Class F
Cumulative Redeemable Preferred Stock, par value $1.00 per share.
Depositary Shares, each representing one-hundredth of a share of 7.75%
Class G Cumulative Redeemable Preferred Stock, par value $1.00 per share.
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:95) No (cid:134)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:134) No (cid:95)
Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90
days. Yes (cid:95) No (cid:134)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
Registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:95)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12-b of the Exchange Act.
Large Accelerated Filer (cid:95)
Accelerated Filer (cid:134)
Non-Accelerated Filer (cid:134)
Smaller Reporting Company (cid:134)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:134) No (cid:95)
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $8.3 billion based upon the closing price on the New York
Stock Exchange for such stock on June 30, 2008.
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date. 271,084,295 shares as of February 19, 2009.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Part III incorporates certain information by reference to the Registrant’s definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders
DOCUMENTS INCORPORATED BY REFERENCE
expected to be held on May 12, 2009.
Index to Exhibits begins on page 71.
Item No.
TABLE OF CONTENTS
PART I
1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
5. Market for Registrant’s Common Equity, Related Shareholder Matters and
Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . .
7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . .
9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . .
13. Certain Relationships and Related Transactions, and Director Independence. . . . . . . . . . . . . . . . . . . . . . . . .
14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Form
10-K
Report
Page
3
12
17
17
19
19
42
43
45
46
65
66
66
66
66
69
69
69
69
69
15. Exhibits Financial Statements and Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
FORWARD-LOOKING STATEMENTS
PART I
This annual report on Form 10-K, together with other statements and information publicly disseminated by Kimco
Realty Corporation (the “Company” or “Kimco”) contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement
for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain
assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use
of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. You should not
rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which
are, in some cases, beyond the Company’s control and which could materially affect actual results, performances or
achievements. Factors which may cause actual results to differ materially from current expectations include, but are not
limited to, (i) general economic and local real estate conditions, including real estate values, (ii) the inability of major
tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii)
financing risks, such as the inability to obtain equity, debt or other sources of financing on favorable terms, (iv) changes
in governmental laws and regulations, (v) the level and volatility of interest rates and foreign currency exchange rates,
(vi) the availability of suitable acquisition opportunities, (vii) valuation of joint venture investments, (viii) valuation of
marketable securities and other investments and (ix) increases in operating costs. Accordingly, there is no assurance that
the Company’s expectations will be realized.
ITEM 1. BUSINESS
GENERAL
Kimco Realty Corporation, a Maryland corporation, is one of the nation’s largest owners and operators of neighborhood
and community shopping centers. The terms “Kimco”, the “Company”, “we”, “our” and “us” each refer to Kimco Realty
Corporation and our subsidiaries unless the context indicates otherwise. The Company is a self-administered real estate
investment trust (“REIT”) and its management has owned and operated neighborhood and community shopping centers
for over 50 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the
operation of its properties. As of December 31, 2008, the Company had interests in 1,950 properties, totaling approximately
182.2 million square feet of gross leasable area (“GLA”) located in 45 states, Puerto Rico, Canada, Mexico, Chile, Brazil
and Peru. The Company’s ownership interests in real estate consist of its consolidated portfolio and in portfolios where
the Company owns an economic interest, such as properties in the Company’s investment management programs, where
the Company partners with institutional investors and also retains management (See Note 7 of the Notes to Consolidated
Financial Statements included in this annual report on Form 10-K). The Company believes its portfolio of neighborhood
and community shopping center properties is the largest (measured by GLA) currently held by any publicly traded
REIT.
The Company’s executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020
and its telephone number is (516) 869-9000.
The Company’s web site is located at http://www.kimcorealty.com. The information contained on our web site does
not constitute part of this annual report on Form 10-K. On the Company’s web site you can obtain, free of charge, a copy
of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, as soon
as reasonably practicable, after we file such material electronically with, or furnish it to, the Securities and Exchange
Commission (the “SEC”).
HISTORY
The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966
upon the contribution of several shopping center properties owned by its principal stockholders. In 1973, these principals
formed the Company as a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into
the Company. The Company completed its initial public stock offering (the “IPO”) in November 1991, and, commencing
3
with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through
860 of the Internal Revenue Code of 1986, as amended (the “Code”). In 1994, the Company reorganized as a Maryland
corporation.
The Company’s growth through its first 15 years resulted primarily from the ground-up development and construction
of its shopping centers. By 1981, the Company had assembled a portfolio of 77 properties that provided an established
source of income and positioned the Company for an expansion of its asset base. At that time, the Company revised its
growth strategy to focus on the acquisition of existing shopping centers and creating value through the redevelopment
and re-tenanting of those properties. As a result of this strategy, a majority of the operating shopping centers added to the
Company’s portfolio since 1981 have been through the acquisition of existing shopping centers.
During 1998, the Company, through a merger transaction, completed the acquisition of The Price REIT, Inc., a
Maryland corporation, (the “Price REIT”). Prior to the merger, Price REIT was a self-administered and self-managed
equity REIT that was primarily focused on the acquisition, development, management and redevelopment of large retail
community shopping center properties concentrated in the western part of the United States. In connection with the
merger, the Company acquired interests in 43 properties, located in 17 states. With the completion of the Price REIT
merger, the Company expanded its presence in certain western states including Arizona, California and Washington. In
addition, Price REIT had strong ground-up development capabilities. These development capabilities, coupled with the
Company’s own construction management expertise, provide the Company the ability to pursue ground-up development
opportunities on a selective basis.
Also during 1998, the Company formed Kimco Income REIT (“KIR”), an entity in which the Company held a
99.99% limited partnership interest. KIR was established for the purpose of investing in high-quality properties financed
primarily with individual non-recourse mortgages. The Company believed that these properties were appropriate for
financing with greater leverage than the Company traditionally used. At the time of formation, the Company contributed
19 properties to KIR, each encumbered by an individual non-recourse mortgage. During 1999, KIR sold a significant
interest in the partnership to institutional investors, thus establishing the Company’s investment management program.
The Company holds a 45.0% non-controlling limited partnership interest in KIR and accounts for its investment in KIR
under the equity method of accounting. (See Note 7 of the Notes to Consolidated Financial Statements included in this
annual report on Form 10-K.)
The Company has expanded its investment management program through the establishment of other various
institutional joint venture programs in which the Company has non-controlling interests ranging generally from 5%
to 45%. The Company’s largest joint venture, Kimco Prudential Joint Venture (“KimPru”), was formed in 2006, in
connection with the Pan Pacific Retail Properties Inc. (“Pan Pacific”) merger transaction, with Prudential Real Estate
Investors (“PREI”), which holds approximately $3.4 billion in undepreciated real estate assets at book value. The Company
earns management fees, acquisition fees, disposition fees and promoted interests based on value creation. (See Note 7 of
the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
In connection with the Tax Relief Extension Act of 1999 (the “RMA”), which became effective January 1, 2001,
the Company is permitted to participate in activities from which it was previously precluded in order to maintain its
qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries
under the Code, subject to certain limitations. As such, the Company, through its taxable REIT subsidiaries, is engaged
in various retail real estate related opportunities, including (i) merchant building through its wholly-owned taxable REIT
subsidiaries, which are primarily engaged in the ground-up development of neighborhood and community shopping
centers and subsequent sale thereof upon completion (see Recent Developments - Ground-Up Development), (ii) retail
real estate advisory and disposition services, which primarily focus on leasing and disposition strategies for real estate
property interests of both healthy and distressed retailers and (iii) acting as an agent or principal in connection with tax-
deferred exchange transactions. The Company will consider other investments through taxable REIT subsidiaries should
suitable opportunities arise.
The Company has continued its geographic expansion with investments in Canada, Mexico, Puerto Rico, Chile,
Brazil and Peru. During October 2001, the Company formed the RioCan Venture (“RioCan Venture”) with RioCan Real
Estate Investment Trust (“RioCan”, Canada’s largest publicly traded REIT measured by GLA) in which the Company
has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The Company
accounts for this investment under the equity method of accounting. The Company has expanded its presence in Canada
with the establishment of other joint venture arrangements. During 2002, the Company, along with various strategic
co-investment partners, began acquiring operating and development properties located in Mexico. During 2006, the
4
Company acquired interests in shopping center properties located in Puerto Rico through joint ventures in which the
Company holds controlling ownership interests. During 2007, the Company acquired an interest in four shopping center
properties located in Chile through a joint venture in which the Company holds a non-controlling ownership interest.
During 2008, the Company acquired interests in two shopping center properties in Brazil through a joint venture in
which the Company holds a controlling ownership interest and a land parcel for ground-up development located in Peru
through a joint venture in which the Company holds a controlling interest. (See Notes 3 and 7 of the Notes to Consolidated
Financial Statements included in this annual report on Form 10-K.)
In addition, the Company continues to capitalize on its established expertise in retail real estate by establishing other
ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support
for those properties. The Company also provides preferred equity capital for real estate entrepreneurs and provides
real estate capital and advisory services to both healthy and distressed retailers. The Company also makes selective
investments in secondary market opportunities where a security or other investment is, in management’s judgment,
priced below the value of the underlying assets, however these investments are subject to volatility within the equity and
debt markets.
INVESTMENT AND OPERATING STRATEGY
The Company’s investment objective has been to increase cash flow, current income and, consequently, the value
of its existing portfolio of properties and to seek continued growth through (i) the strategic re-tenanting, renovation and
expansion of its existing centers and (ii) the selective acquisition of established income-producing real estate properties
and properties requiring significant re-tenanting and redevelopment, primarily in neighborhood and community shopping
centers in geographic regions in which the Company presently operates. The Company has and will continue to consider
investments in other real estate sectors and in geographic markets where it does not presently operate should suitable
opportunities arise.
The Company’s neighborhood and community shopping center properties are designed to attract local area
customers and typically are anchored by a discount department store, a supermarket or a drugstore tenant offering day-
to-day necessities rather than high-priced luxury items. The Company may either purchase or lease income-producing
properties in the future and may also participate with other entities in property ownership through partnerships, joint
ventures or similar types of co-ownership. Equity investments may be subject to existing mortgage financing and/or
other indebtedness. Financing or other indebtedness may be incurred simultaneously or subsequently in connection with
such investments. Any such financing or indebtedness would have priority over the Company’s equity interest in such
property. The Company may make loans to joint ventures in which it may or may not participate.
In addition to property or equity ownership, the Company provides property management services for fees relating
to the management, leasing, operation, supervision and maintenance of real estate properties.
While the Company has historically held its properties for long-term investment and accordingly has placed strong
emphasis on its ongoing program of regular maintenance, periodic renovation and capital improvement, it is possible
that properties in the portfolio may be sold, in whole or in part, as circumstances warrant, subject to REIT qualification
rules.
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic
distribution of its properties and a large tenant base. As of December 31, 2008, the Company’s single largest neighborhood
and community shopping center accounted for only 1.0% of the Company’s annualized base rental revenues and only
0.9% of the Company’s total shopping center GLA. At December 31, 2008, the Company’s five largest tenants were The
Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which represent approximately 3.3%, 2.8%, 2.5%,
2.2% and 1.8%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base
rental revenues from properties in which the Company has less than a 100% economic interest.
In connection with the RMA, which became effective January 1, 2001, the Company has expanded its investment and
operating strategy to include new real estate-related opportunities which the Company was precluded from previously in
order to maintain its qualification as a REIT. As such, the Company established a merchant building business through its
wholly owned taxable REIT subsidiaries, which make selective acquisitions of land parcels for the ground-up development
primarily of neighborhood and community shopping centers and subsequent sale thereof upon completion. Additionally,
the Company has developed a business which specializes in providing capital, real estate advisory services and disposition
services of real estate controlled by both healthy and distressed and/or bankrupt retailers. These services may include
assistance with inventory and fixture liquidation in connection with going-out-of-business sales. The Company may
5
participate with other entities in providing these advisory services through partnerships, joint ventures or other co-
ownership arrangements. The Company, as part of its investment strategy, will selectively seek investments for its taxable
REIT subsidiaries as suitable opportunities arise.
The Company emphasizes equity real estate investments including preferred equity investments, but may, at its
discretion, invest in mortgages, other real estate interests and other investments. The mortgages in which the Company
may invest may be either first mortgages, junior mortgages or other mortgage-related securities. The Company provides
mortgage financing to retailers with significant real estate assets, in the form of leasehold interests or fee-owned properties,
where the Company believes the underlying value of the real estate collateral is in excess of its loan balance. In addition,
the Company will acquire debt instruments at a discount in the secondary market where the Company believes the asset
value of the enterprise is greater than the current value, however these investments are subject to volatility within the
equity and debt markets.
The Company may legally invest in the securities of other issuers, for the purpose, among others, of exercising
control over such entities, subject to the gross income and asset tests necessary for REIT qualification. The Company
may, on a selective basis, acquire all or substantially all securities or assets of other REITs or similar entities where such
investments would be consistent with the Company’s investment policies. In any event, the Company does not intend that
its investments in securities will require it to register as an “investment company” under the Investment Company Act
of 1940.
The Company has authority to offer shares of capital stock or other senior securities in exchange for property and
to repurchase or otherwise reacquire its common stock or any other securities and may engage in such activities in the
future. At all times, the Company intends to make investments in such a manner as to be consistent with the requirements
of the Code to qualify as a REIT unless, because of circumstances or changes in the Code (or in Treasury Regulations),
the Board of Directors determines that it is no longer in the best interests of the Company to qualify as a REIT.
CAPITAL STRATEGY AND RESOURCES
The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its
commitment to maintaining its investment-grade debt ratings. It is management’s intention that the Company continually
have access to the capital resources necessary to expand and develop its business. Accordingly, the Company may, from
time-to-time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings
and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to
operate with a conservative debt structure.
Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets
as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings
of its public unsecured debt and equity, raising in the aggregate over $6.1 billion. Proceeds from public capital market
activities have been used for repaying indebtedness, acquiring interests in neighborhood and community shopping centers,
funding ground-up development projects, expanding and improving properties in the portfolio and other investments,
among other things. The Company also has revolving credit facilities totaling approximately $1.7 billion available for
general corporate purposes. At December 31, 2008 the Company had approximately $707.7 million outstanding on these
facilities.
Capital markets have experienced extreme volatility and deterioration since the third quarter 2008. As available, the
Company will continue to access these markets. In addition to capital markets, the Company had over 390 unencumbered
property interests in its portfolio as of December 31, 2008. The Company has capacity within its bond and other debt
covenants to raise up to $1.3 billion in secured financing on these unencumbered properties.
In March 2006, the Company was added to the S & P 500 Index, an index containing the stock of 500 Large Cap
companies, most of which are U.S. corporations. For further discussion regarding capital strategy and resources, see
Management’s Discussion and Analysis of Results of Operations and Financial Condition - Financing Activities.
COMPETITION
As one of the original participants in the growth of the shopping center industry and one of the nation’s largest owners
and operators of neighborhood and community shopping centers, the Company has established close relationships with a
large number of major national and regional retailers and maintains a broad network of industry contacts. Management is
associated with and/or actively participates in many shopping center and REIT industry organizations. Notwithstanding
6
these relationships, there are numerous regional and local commercial developers, real estate companies, financial
institutions and other investors who compete with the Company for the acquisition of properties and other investment
opportunities and in seeking tenants who will lease space in the Company’s properties.
OPERATING PRACTICES
Nearly all operating functions, including leasing, legal, construction, data processing, maintenance, finance and
accounting, are administered by the Company from its executive offices in New Hyde Park, New York and supported by
the Company’s regional offices. The Company believes it is critical to have a management presence in its principal areas
of operation and, accordingly, the Company maintains regional offices in various cities throughout the United States. As
of December 31, 2008, a total of 680 persons are employed at the Company’s executive and regional offices.
The Company’s regional offices are generally staffed by a regional business leader and the operating personnel
necessary to both function as local representatives for leasing and promotional purposes, to complement the corporate
office’s administrative and accounting efforts and to ensure that property inspection and maintenance objectives are
achieved. The regional offices are important in reducing the time necessary to respond to the needs of the Company’s
tenants. Leasing and maintenance personnel from the corporate office also conduct regular inspections of each shopping
center.
As of December 31, 2008, the Company also employs a total of 54 persons at several of its larger properties in order
to more effectively administer its maintenance and security responsibilities.
QUALIFICATION AS A REIT
The Company has elected, commencing with its taxable year which began January 1, 1992, to qualify as a REIT
under the Code. If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain
qualified as a REIT under the Code, the Company generally will not be subject to federal income tax, provided that
distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code.
In connection with the RMA, the Company’s taxable subsidiaries may participate in activities from which the
Company was previously precluded, subject to certain limitations. The primary activities of the Company’s taxable REIT
subsidiaries during 2008 included, but were not limited to, (i) the ground-up development of shopping center properties
and subsequent sale thereof upon completion (see Recent Developments - Ground-Up Development), (ii) real estate
advisory and disposition services, including the Company’s investment in Albertson’s described below and (iii) acting
as an agent or principal in connection with tax deferred exchange transactions. The Company was subject to federal and
state income taxes on the income from these activities.
RECENT DEVELOPMENTS
The following describes the Company’s significant transactions completed during the year ended December 31,
2008. (See Notes 3, 4, 5, 7 and 10 of the Notes to Consolidated Financial Statements included in this annual report on
Form 10-K.)
Operating Properties
Acquisitions
During 2008, the Company acquired, in separate transactions, eight operating properties, comprising an aggregate
1.0 million square feet of GLA for an aggregate purchase price of approximately $194.5 million, including the assumption
of approximately $96.2 million of non-recourse mortgage debt encumbering four of the properties.
Dispositions
During 2008, the Company disposed of seven operating properties and a portion of four operating properties, in
separate transactions, for an aggregate sales price of approximately $73.0 million, which resulted in an aggregate gain of
approximately $20.0 million. In addition, the Company partially recognized deferred gains of approximately $1.2 million
on three properties relating to their transfer and partial sale in connection with the Kimco Income Fund II transaction
described below.
7
During 2007, the Company transferred 11 operating properties to a wholly-owned consolidated entity, Kimco
Income Fund II (“KIF II”), for an aggregate purchase price of approximately $278.2 million, including non-recourse
mortgage debt of $180.9 million, encumbering 11 of the properties. During 2008, the Company transferred an additional
three properties for $73.9 million, including $50.6 million in non-recourse mortgage debt. During 2008, the Company
sold a 26.4% non-controlling ownership interest in the entity to third parties for approximately $32.5 million, which
approximated the Company’s cost. The Company continues to consolidate this entity.
Redevelopments
The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive
position in the marketplace. During 2008, the Company substantially completed the redevelopment and re-tenanting
of various operating properties. The Company expended approximately $68.9 million in connection with these major
redevelopments and re-tenanting projects during 2008. The Company is currently involved in redeveloping several other
shopping centers in the existing portfolio. The Company anticipates its capital commitment toward these and other
redevelopment projects will be approximately $50.0 million to $80.0 million during 2009.
Ground-Up Development
The Company is engaged in ground-up development projects which consist of (i) merchant building through the
Company’s wholly-owned taxable REIT subsidiaries, which develop neighborhood and community shopping centers
and the subsequent sale after completion, (ii) U.S. ground-up development projects which will be held as long-term
investments by the Company and (iii) various ground-up development projects located in Latin America for long-term
investment (see Recent Developments - International Real Estate Investments and Note 3 of the Notes to Consolidated
Financial Statements included in this annual report on Form 10-K). The ground-up development projects generally have
significant pre-leasing prior to the commencement of construction. As of December 31, 2008, the Company had in
progress a total of 47 ground-up development projects, consisting of 11 merchant building projects, of which seven are
anticipated to be substantially completed during the first half of 2009, one U.S. ground-up development project, 29
ground-up development projects located throughout Mexico, three ground-up development projects located in Chile, two
ground-up development projects located in Brazil and one ground-up development project located in Peru.
Merchant Building
As of December 31, 2008, the Company had in progress 11 merchant building projects, of which seven are
anticipated to be substantially complete during the first half of 2009, located in six states. During 2008, the Company
expended approximately $111.9 million in connection with construction costs and the purchase of land related to
these projects and those sold during 2008. As part of the Company’s ongoing analysis of its merchant building
projects, the Company has determined that for two of its projects, located in Miramar, FL and Middleburg, FL, the
estimated recoverable value will not exceed their estimated cost. This is primarily due to adverse changes in local
market conditions and the uncertainty of their recovery in the future. As a result, the Company has recorded an
aggregate pre-tax adjustment of property carrying value on these projects for the year ended December 31, 2008,
of $7.9 million, representing the excess of the carrying values of the projects over their estimated fair values. The
Company anticipates its capital commitment toward its merchant building projects will be approximately $70.0
million to $75.0 million during 2009. The proceeds from the sale of completed ground-up development projects
during 2009, proceeds from construction loans and availability under the Company’s revolving lines of credit are
expected to be sufficient to fund these anticipated capital requirements.
Acquisitions
During 2008, the Company acquired three land parcels, in separate transactions, for an aggregate purchase price of
approximately $9.7 million.
During 2008, the Company obtained individual construction loans on three merchant building projects. Additionally,
the Company repaid a construction loan on one merchant building project. At December 31, 2008, total loan commitments
on the Company’s 16 outstanding construction loans aggregated approximately $364.2 million of which approximately
$268.3 million has been funded. These loans have scheduled maturities ranging from two months to 42 months and bear
interest at rates ranging from 1.81% to 3.19% at December 31, 2008. Approximately $194.0 million of the outstanding loan
balance matures in 2009. These maturing loans are anticipated to be repaid with operating cash flows, borrowings under
the Company’s credit facilities and additional debt financings. In addition, the Company may pursue or exercise existing
extension options with lenders where available.
8
Dispositions
During 2008, the Company sold, in separate transactions, (i) two completed merchant building projects, (ii) 21
out-parcels, (iii) a partial sale of one project and (iv) a partnership interest in one project for aggregate proceeds of
approximately $73.5 million and received approximately $4.1 million of proceeds from completed earn-out requirements
on three previously sold merchant building projects. These sales resulted in gains of approximately $21.9 million, net of
income taxes of $14.6 million.
U.S. Long-Term Investment Projects
As of December 31, 2008, the Company had in progress one U.S. long-term investment project. The Company
anticipates its capital commitment towards this project will be up to $8 million, before reimbursements, during 2009.
Kimsouth
During June 2006, Kimsouth, a consolidated taxable REIT subsidiary in which the Company holds a 92.5%
controlling interest, contributed approximately $51.0 million to fund its 15% non-controlling interest in a newly formed
joint venture with an investment group to acquire a portion of Albertson’s Inc.
During 2008, the Albertson’s joint venture disposed of 121 operating properties for an aggregate sales price of
approximately $564.0 million, resulting in a gain of approximately $552.3 million, of which Kimsouth’s share was
approximately $73.1 million. During 2008, Kimsouth recognized equity in income, net from the Albertson’s joint venture
of approximately $64.4 million before income taxes, including the $73.1 million in gains and $15.0 million from cash
received in excess of the Company’s investment. As a result of these transactions, Kimsouth fully reduced its deferred tax
asset valuation allowance and utilized all of its remaining net operating loss (“NOL”)carry-forwards, which provided a
tax benefit of approximately $3.1 million. (See Notes 3 and 22 of the Notes to Consolidated Financial Statements included
in this annual report on Form 10-K.)
Additionally, during 2008, the Albertson’s joint venture acquired six operating properties and four leasehold
properties for approximately $26.0 million, including the assumption of approximately $5.8 million in non-recourse
mortgage debt encumbering one of the properties.
Investment and Advances in Real Estate Joint Ventures
The Company has various institutional and non-institutional joint venture programs in which the Company has
various non-controlling interests, which are accounted for under the equity method of accounting. (See Note 7 of the
Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
Acquisitions
During 2008, the Company acquired 2 operating properties, and one leasehold interest through joint ventures in
which the Company has non-controlling interests for an aggregate purchase price of approximately $13.8 million. The
Company’s aggregate investment resulting from these transactions was approximately $7.9 million.
Dispositions
During 2008, KimPru sold, in separate transactions, four operating properties for an aggregate sales price of
approximately $45.3 million, which approximated their carrying values. Proceeds from these property sales were used to
repay a portion of the outstanding balance on its credit facility. Also during 2008, KIR disposed of one operating property
for a sales price of approximately $1.9 million. This sale resulted in an aggregate loss of approximately $0.6 million of
which the Company’s share was approximately $0.3 million.
Financings
During August 2008, KimPru entered into a new $650.0 million credit facility which matures in August 2009,
with the option to extend for one year, and bears interest at a rate of LIBOR plus 1.25%. KimPru is obligated to pay
down a minimum of $165.0 million, among other requirements, in order to exercise the one-year extension option. The
required pay down is expected to be sourced from property sales, other debt financings and/or capital contributions by
the partners. This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any
9
guaranty payment the Company is obligated to make. Proceeds from this new credit facility were used to repay the
outstanding balance of $658.7 million under an existing $1.2 billion credit facility, which was scheduled to mature in
October 2008 and bore interest at a rate of LIBOR plus 0.45%.
During the year ended December 31, 2008, KIR repaid 16 non-recourse mortgages aggregating approximately
$209.6 million, which were scheduled to mature in 2008 and bore interest at rates ranging from 6.57% to 7.28%. Proceeds
from eight individual non-recourse mortgages obtained during 2008, aggregating approximately $218.3 million, bearing
interest at rates ranging from 6.0% to 6.5% with maturity dates ranging from 2015 to 2018 were used to fund these
repayments.
In addition, during 2008, two joint venture investments in which the Company holds a 50% interest in each obtained
individual non-recourse mortgages totaling $77.0 million. These mortgages have interest rates ranging from 6.38% to
6.47% and maturities ranging from 2018 to 2019. Proceeds from these mortgages were used to retire $36.0 million of
mortgage debt encumbering two properties held by the joint ventures.
International Real Estate Investments
Canadian Investments
During 2008, the Company acquired, in separate transactions, 12 operating properties located in Canada, through
three newly formed joint ventures in which the Company has non-controlling interests. These properties were acquired for
an aggregate purchase price of approximately CAD $193.7 million (approximately USD $187.2 million), including CAD
$105.6 million (approximately USD $101.7 million) of non-recourse mortgage debt encumbering all 12 of the properties.
The Company’s aggregate investment in these joint ventures was approximately CAD $46.1 million (approximately USD
$37.7 million).
During 2008, the Company provided, through three separate Canadian preferred equity investments, an aggregate
of approximately CAD $15.3 million (approximately USD $12.5 million) to developers and owners of 11 real estate
properties.
The Company recognized equity in income from its unconsolidated Canadian investments in real estate joint
ventures of approximately $18.6 million, $22.5 million and $21.1 million during 2008, 2007 and 2006, respectively. In
addition, income from its Canadian preferred equity investments was approximately $23.2 million, $35.1 million and
$13.9 million during 2008, 2007 and 2006, respectively.
Latin American Investments
During 2008, the Company acquired, in separate transactions, one operating property located in Valinhos, Brazil
for a purchase price of 29.0 million Brazilian Real (“BRL”) (approximately USD $17.4 million) comprising 121,000 square
feet of GLA and one operating property in Santiago, Chile, for a purchase price of 1.5 billion Chilean Pesos (“CLP”)
(approximately USD $4.0 million), comprising 26,000 square feet. (See Note 3 of the Notes to Consolidated Financial
Statements included in this annual report on Form 10-K).
During 2008, the Company acquired (i) 5 land parcels located throughout Mexico for an aggregate purchase price
of approximately 368.2 million Mexican Pesos (“MXP”) (approximately USD $33.3 million), (ii) one land parcel located
in Lima, Peru for a purchase price of approximately 1.9 million Peruvian Nuevo Sol (“PEN”) (approximately USD $0.7
million), (iii) two land parcels located in Chile for a purchase price of approximately 7.9 billion CLP (approximately
USD $16.1 million) and (iv) one land parcel located in Hortolandia, Brazil for a purchase price of approximately 7.4 BRL
(approximately USD $3.2 million). These nine land parcels will be developed into retail centers aggregating approximately
1.7 million square feet of gross leasable area with a total estimated aggregate project cost of approximately USD $195.5
million. These projects are inline with budget and on or close to schedule.
During 2008, the Company acquired, through an unconsolidated joint venture investment, 11 land parcels, in
separate transactions, located throughout Mexico for an aggregate purchase price of approximately 554.9 million MXP
(approximately USD $48.5 million) which will be held for investment or possible future development.
In addition, during 2008 the Company acquired, in separate transactions, two land parcels located in Chihuahua
and San Luis Potosi, Mexico, and one operating property located in Monterrey, Mexico for an aggregate purchase price
of approximately $10.9 million through an existing joint venture in which the Company has non-controlling interests. The
Company’s aggregate investment in these joint ventures was approximately $5.5 million.
10
During 2008, the Company acquired four operating properties located in Santiago, Chile, through a joint venture
in which the Company has a non-controlling interest. These properties were acquired for an aggregate purchase price
of approximately 2.5 billion CLP (approximately USD $3.8 million). The Company’s aggregate investment in this joint
venture is approximately CLP 1.3 billion (approximately USD $1.9 million).
The Company recognized equity in income from its unconsolidated Mexican investments in real estate joint ventures
of approximately $17.1 million, $5.2 million and $11.8 million during 2008, 2007 and 2006, respectively.
The Company recognized equity in income from its unconsolidated Chilean investments in real estate joint ventures
of approximately $0.2 million and $0.1 million during 2008 and 2007, respectively.
The Company’s revenues from its consolidated Mexican subsidiaries aggregated approximately $20.3 million,
$8.5 million and $2.4 million during 2008, 2007 and 2006, respectively. The Company’s revenues from its consolidated
Brazilian subsidiaries aggregated approximately $0.4 million during 2008.
Other Real Estate Investments
Preferred Equity Capital
The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate
properties. During 2008, the Company provided, in separate transactions, an aggregate of approximately $51.9 million in
investment capital to developers and owners of 28 real estate properties, including the Canadian investments described
above. For the year ended December 31, 2008, the Company earned approximately $66.8 million, including $24.6 million
of profit participation earned from 10 capital transactions from these investments.
Mortgages and Other Financing Receivables
During 2008, the Company provided financing to six borrowers for an aggregate amount of up to approximately
$86.3 million, of which $72.9 million was outstanding as of December 31, 2008. As of December 31, 2008, the Company
had 35 loans with total commitments of up to $208.5 million, of which approximately $181.2 million has been funded.
Availability under the Company’s revolving credit facilities are expected to be sufficient to fund these commitments. (See
Note 9 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
Asset Impairments
Recent market and economic conditions have been unprecedented and challenging with tighter credit conditions and
slower growth throughout 2008. For the year ended December 31, 2008, continued concerns about the systemic impact
of the availability and cost of credit, the U.S. mortgage market, inflation, energy costs, geopolitical issues and declining
equity and real estate markets have contributed to increased market volatility and diminished expectations for the U.S.
economy. These conditions, combined with volatile oil prices, declining business and consumer confidence and increased
unemployment have contributed to volatility of unprecedented levels and has led to the unprecedented deterioration of
U.S. and international equity markets during the fourth quarter of 2008.
Historically, real estate has been subject to a wide range of cyclical economic conditions that affect various real
estate markets and geographic regions with differing intensities and at different times. Different regions of the United
States have and may continue to experience varying degrees of economic growth or distress. The decline in market
conditions has also had a negative effect on real estate transactional activity as it relates to the acquisition and sale of real
estate assets.
As a result of the volatility and declining market conditions described above, the Company for the year ended
December 31, 2008, recognized non-cash impairment charges of approximately $114.8 million, net of income tax benefit
of approximately $31.1 million, of which approximately $105.1 million of these charges where taken in the fourth quarter
of 2008.
Approximately $92.7 million of the total non-cash impairment charges for the year ended December 31, 2008, were
due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-
than-temporary. Of the $92.7 million, approximately $83.1 million of these impairment charges were taken at the end of
the fourth quarter of 2008 resulting from the unprecedented deterioration of the equity markets during the fourth quarter
and the uncertainty of their future recoverability.
11
The Company recognized non-cash impairment charges of $15.5 million against the carrying value of its investment
in its unconsolidated joint ventures with PREI, reflecting an other-than-temporary decline in the fair value of its investment
resulting from further significant declines in the real estate markets during the fourth quarter of 2008. Also, impairments
of approximately $6.6 million, net of income tax benefit, were recognized on real estate development projects including
Plantations Crossing located in Middleburg, FL and Miramar Town Center located in Miramar, FL, previously described.
These development project impairment charges are the result of adverse changes in local market conditions and the
uncertainty of their recovery in the future. (See Notes 5, 7 and 10 of the Notes to Consolidated Financial Statements
included in this annual report on Form 10-K.)
In addition to the impairment charges above, the Company recognized impairment charges during 2008 of
approximately $11.2 million, before income tax benefit of approximately $4.5 million, relating to certain properties held
by an unconsolidated joint venture within the KimPru joint venture that are deemed held-for-sale or were transitioned
from held-for-sale to held-for-use properties. These impairment charges are included in Equity in income of joint ventures,
net in the Company’s Consolidated Statements of Income.
Financing Transactions
During September 2008, the Company completed a primary public stock offering of 11,500,000 shares of the
Company’s common stock (“Common Stock”). The net proceeds from this sale of Common Stock, totaling approximately
$409.4 million (after related transaction costs of $0.6 million) were used to partially repay the outstanding balance under
the Company’s U.S. revolving credit facility.
For discussion regarding financing transactions relating to the Company’s unsecured notes, credit facilities, non-
recourse mortgage debt and construction loans, see Management’s Discussion and Analysis of Results of Operations and
Financial Condition - Financing Activities and Contractual Obligations and Other Commitments. (See Notes 11, 12, 13
and 17 of the Notes to Consolidated Financial Statement included in this annual report on Form 10-K.)
Exchange Listings
The Company’s common stock, Class F Depositary Shares and Class G Depositary Shares are traded on the NYSE
under the trading symbols “KIM”, “KIMprF” and “KIMprG”, respectively.
ITEM 1A. RISK FACTORS
We are subject to certain business and legal risks including, but not limited to, the following:
Risks Related to Our Status as a Real Estate Investment Trust
Loss of our tax status as a real estate investment trust could have significant adverse consequences to us and the
value of our securities.
We have elected to be taxed as a REIT for federal income tax purposes under the Code. We currently intend to
operate so as to qualify as a REIT and believe that our current organization and method of operation complies with the
rules and regulations promulgated under the federal income tax code to enable us to qualify as a REIT.
Qualification as a REIT involves the application of highly technical and complex federal income tax code provisions
for which there are only limited judicial and administrative interpretations. The determination of various factual matters
and circumstances not entirely within our control may affect our ability to qualify as a REIT. New legislation, regulations,
administrative interpretations or court decisions could significantly change the tax laws with respect to qualification as
a REIT, the federal income tax consequences of such qualification or the desirability of an investment in a REIT relative
to other investments. There can be no assurance that we have qualified or will continue to qualify as a REIT for tax
purposes.
If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available
to pay dividends to stockholders. If we fail to qualify as a REIT:
(cid:135)(cid:3) we would not be allowed a deduction for distributions to stockholders in computing our taxable income and
would be subject to federal income tax at regular corporate rates;
(cid:135)(cid:3) we could be subject to the federal alternative minimum tax and possibly increased state and local taxes;
12
(cid:135)(cid:3)
unless we were entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT
for four taxable years following the year during which we were disqualified; and
(cid:135)(cid:3) we would not be required to make distributions to stockholders.
As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and
raise capital and could adversely affect the value of our securities.
Risks Related to Adverse Global Market and Economic Conditions
Recent market and economic conditions have been unprecedented and challenging with slower growth and tighter
credit conditions through the end of 2008. These adverse market conditions and competition may impede our ability to
generate sufficient income to pay expenses, maintain properties, pay dividends and refinance debt.
The economic performance and value of our properties is subject to all of the risks associated with owning and
operating real estate including:
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
changes in the national, regional and local economic climate;
local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that
we own;
the attractiveness of our properties to tenants;
the ability of tenants to pay rent;
competition from other available properties;
changes in market rental rates;
the need to periodically pay for costs to repair, renovate and re-let space;
changes in operating costs, including costs for maintenance, insurance and real estate taxes;
the fact that the expenses of owning and operating properties are not necessarily reduced when circumstances
such as market factors and competition cause a reduction in income from the properties; and
changes in laws and governmental regulations, including those governing usage, zoning, the environment and
taxes.
The retail shopping sector has been negatively affected by recent economic conditions. Adverse economic conditions
have forced some weaker retailers, in some cases, to declare bankruptcy and close stores. Certain retailers have announced
store closings even though they have not filed for bankruptcy protection. These downturns in the retailing industry likely
will have a direct impact on our performance. Continued store closings or declarations of bankruptcy by our tenants may
have a material adverse effect on the Company’s overall performance. Adverse general or local economic conditions
could result in the inability of some tenants of the Company to meet their lease obligations and could otherwise adversely
affect the Company’s ability to attract or retain tenants.
Our properties consist primarily of community and neighborhood shopping centers and other retail properties. Our
performance therefore is generally linked to economic conditions in the market for retail space. In the future, the market
for retail space could be adversely affected by:
ongoing consolidation in the retail sector;
the adverse financial condition of some large retailing companies;
(cid:135)(cid:3) weakness in the national, regional and local economies;
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
Failure by any anchor tenant with leases in multiple locations to make rental payments to us because of a deterioration
increasing consumer purchases through catalogues and the internet.
the excess amount of retail space in a number of markets; and
of its financial condition or otherwise could impact our performance.
13
Our performance depends on our ability to collect rent from tenants. At any time, our tenants may experience a
downturn in their business that may significantly weaken their financial condition. As a result, our tenants may delay a
number of lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when
due, close stores or declare bankruptcy. Any of these actions could result in the termination of the tenants’ leases and the
loss of rental income attributable to these tenants’ leases. In the event of a default by a tenant, we may experience delays
and costs in enforcing our rights as landlord under the terms of our leases.
In addition, multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a
shopping center could result in lease terminations or significant reductions in rent by other tenants in the same shopping
centers under the terms of some leases. In that event, we may be unable to re-lease the vacated space at attractive rents
or at all, and our rental payments from our continuing tenants could significantly decrease. The occurrence of any of the
situations described above, particularly if it involves a substantial tenant with leases in multiple locations, could have a
material adverse effect on our performance.
We may be unable to collect balances due from tenants in bankruptcy.
A tenant that files for bankruptcy protection may not continue to pay us rent. A bankruptcy filing by or relating to
one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from the tenant or the
lease guarantor, or their property, unless the bankruptcy court permits us to do so. A tenant or lease guarantor bankruptcy
could delay our efforts to collect past due balances under the relevant leases and could ultimately preclude collection of
these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages.
As a result, it is likely that we would recover substantially less than the full value of any unsecured claims it holds, if at
all.
Risks Related to Our Acquisition, Development, Operation, and Sale of Real Property
We may be unable to sell our real estate property investments when appropriate or on favorable terms.
Real estate property investments are illiquid and generally cannot be disposed of quickly. In addition, the federal tax
code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate
companies. Therefore, we may not be able to vary its portfolio in response to economic or other conditions promptly or
on favorable terms.
We may acquire or develop properties or acquire other real estate related companies and this may create risks.
We may acquire or develop properties or acquire other real estate related companies when we believe that an
acquisition or development is consistent with our business strategies. We may not succeed in consummating desired
acquisitions or in completing developments on time or within budget. We face competition in pursuing these acquisition or
development opportunities that could increase our costs. When we do pursue a project or acquisition, we may not succeed
in leasing newly developed or acquired properties at rents sufficient to cover the costs of acquisition or development and
operations. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s
attention. Acquisitions or developments in new markets or industries where we do not have the same level of market
knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development
opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and have
devoted management time to a matter not consummated. Furthermore, our acquisitions of new properties or companies
will expose us to the liabilities of those properties or companies, some of which we may not be aware at the time of
acquisition. In addition, development of our existing properties presents similar risks.
There is a lack of operating history with respect to our recent acquisitions and development of properties and we
may not succeed in the integration or management of additional properties.
These properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue
potential. It is also possible that the operating performance of these properties may decline under our management. As
we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up
and tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate our
new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage
additional properties. Also, newly acquired properties may not perform as expected.
We face competition in leasing or developing properties.
14
We face competition in the acquisition, development, operation and sale of real property from others engaged in
real estate investment. Some of these competitors may have greater financial resources than we do. This could result
in competition for the acquisition of properties for tenants who lease or consider leasing space in our existing and
subsequently acquired properties and for other real estate investment opportunities.
Risks Related to Our Joint Venture and Preferred Equity Investments
We do not have exclusive control over our joint venture and preferred equity investments, such that we are unable
to ensure that our objectives will be pursued.
We have invested in some cases as a co-venturer or partner in properties instead of owning directly. In these
investments, we do not have exclusive control over the development, financing, leasing, management and other aspects
of these investments. As a result, the co-venturer or partner might have interests or goals that are inconsistent with us,
take action contrary to our interests or otherwise impede our objectives. If the co-venturer or partner defaults on their
obligations, we may be required to fulfill their obligation ourselves. The co-venturer or partner also might become
insolvent or bankrupt, which may result in significant losses to us.
We may not be able to recover our investments in our joint venture or preferred equity investments, which may
result in significant losses to us.
Our joint venture and preferred equity investments generally own real estate properties for which the economic
performance and value is subject to all the risks associated with owning and operating real estate as described above.
Risks Related to Our International Operations
We have significant international operations that carry additional risks.
We invest in and conduct operations outside the United States. The risks we face in international business operations
include, but are not limited to:
potential adverse tax burdens;
currency risks, including currency fluctuations;
obstacles to the repatriation of earnings and cash;
unexpected changes in legislative and regulatory requirements;
burdens of complying with different permitting standards, labor laws and a wide variety of foreign laws;
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
Each of these risks might impact our cash flow or impair our ability to borrow funds, which ultimately could
difficulties in staffing and managing international operations; and
reduced protection for intellectual property in some countries.
economic slowdown and/or downturn in foreign markets;
regional, national and local political uncertainty;
adversely affect our business, financial condition, operating results and cash flows.
Risks Related to Our Financing Activities
We may be unable to obtain financing through the debt and equities market, which would have a material adverse
effect on our growth strategy, our results of operations and our financial condition.
The capital and credit markets have become increasingly volatile and constrained as a result of adverse conditions
that have caused the failure and near failure of a number of large financial services companies. We cannot assure you that
we will be able to access the capital and credit markets to obtain additional debt or equity financing or that we will be
able to obtain financing on favorable terms. The inability to obtain financing could have negative effects on our business,
such as:
(cid:135)(cid:3) we could have great difficulty acquiring or developing properties, which would materially adversely affect our
business strategy;
15
our liquidity could be adversely affected;
(cid:135)(cid:3)
(cid:135)(cid:3) we may be unable to repay or refinance our indebtedness;
(cid:135)(cid:3) we may need to make higher interest and principal payments or sell some of our assets on unfavorable terms
to fund our indebtedness; and
(cid:135)(cid:3) we may need to issue additional capital stock, which could further dilute the ownership of our existing
shareholders.
Financial covenants to which we are subject may restrict our operating and acquisition activities.
Our revolving credit facilities and the indentures under which our senior unsecured debt is issued contain certain
financial and operating covenants, including, among other things, certain coverage ratios, as well as limitations on our
ability to incur debt, make dividend payments, sell all or substantially all of our assets and engage in mergers and
consolidations and certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or
certain acquisition transactions that might otherwise be advantageous. In addition, failure to meet any of the financial
covenants could cause an event of default under and/or accelerate some or all of our indebtedness, which would have a
material adverse effect on us.
Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on
favorable terms, if at all, and could significantly reduce the market price of our publicly traded securities.
Risks Related to the Market Price of Our Publicly Traded Securities
Changes in market conditions could adversely affect the market price of our publicly traded securities.
As with other publicly traded securities, the market price of our publicly traded securities depends on various
market conditions, which may change from time-to-time. Among the market conditions that may affect the market price
of our publicly traded securities are the following:
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
the extent of institutional investor interest in us;
the reputation of REITs generally and the reputation of REITs with portfolios similar to us;
the attractiveness of the securities of REITs in comparison to securities issued by other entities (including
securities issued by other real estate companies);
our financial condition and performance;
the market’s perception of our growth potential and potential future cash dividends;
an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate
in relation to the price paid for our shares; and
general economic and financial market conditions.
Risks Related to Our Marketable Securities and Mortgage Receivables
We may not be able to recover our investments in marketable securities or mortgage receivables, which may result
in significant losses to us.
Our investments in marketable securities are subject to specific risks relating to the particular issuer of the
securities, including the financial condition and business outlook of the issuer, which may result in significant losses to
us. Marketable securities are generally unsecured and may also be subordinated to other obligations of the issuer. As a
result, investments in marketable securities are subject to risks of:
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
(cid:135)(cid:3)
limited liquidity in the secondary trading market;
substantial market price volatility resulting from changes in prevailing interest rates;
subordination to the prior claims of banks and other senior lenders to the issuer;
the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations;
and
16
(cid:135)(cid:3)
the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates
and economic downturn.
The issuers of our marketable securities also might become insolvent or bankrupt, which may result in significant
losses to us.
These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make
distribution payments.
We invest in mortgage receivables. Our investments in mortgage receivables normally are not insured or otherwise
guaranteed by any institution or agency. In the event of a default by a borrower, it may be necessary for us to foreclose our
mortgage or engage in costly negotiations. Delays in liquidating defaulted mortgage loans and repossessing and selling
the underlying properties could reduce our investment returns. Furthermore, in the event of default, the actual value of the
property securing the mortgage may decrease. A decline in real estate values will adversely affect the value of our loans
and the value of the mortgages securing our loans.
Our mortgage receivables may be or become subordinated to mechanics’ or materialmen’s liens or property tax
liens. In these instances we may need to protect a particular investment by making payments to maintain the current status
of a prior lien or discharge it entirely. In these cases, the total amount we recover may be less than our total investment,
resulting in a loss. In the event of a major loan default or several loan defaults resulting in losses, our investments in
mortgage receivables would be materially and adversely affected.
Risks Related to Environmental Regulations
We may be subject to environmental regulations.
Under various federal, state, and local laws, ordinances and regulations, we may be considered an owner or operator
of real property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released
on or in our property, as well as certain other potential costs which could relate to hazardous or toxic substances (including
governmental fines and injuries to persons and property). This liability may be imposed whether or not we knew about,
or were responsible for, the presence of hazardous or toxic substances.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2.
PROPERTIES
REAL ESTATE PORTFOLIO
As of December 31, 2008, the Company’s real estate portfolio was comprised of interests in approximately 160.8
million square feet of GLA in 1,407 operating properties primarily consisting of neighborhood and community shopping
centers, and 16 retail store leases located in 45 states, Puerto Rico, Canada, Mexico, Chile, Brazil, and Peru. This 160.8
million square feet of GLA does not include 16 properties under development comprising 1.2 million square feet of
GLA related to the Preferred Equity program, 29 property interests comprising 0.6 million square feet of GLA related
to FNC Realty, 402 property interests comprising 2.3 million square feet of GLA related to a net lease portfolio, 49
property interests comprising 2.4 million square feet of GLA related to the NewKirk Portfolio and 13.3 million square
feet of planned GLA for 47 ground-up development projects. The Company’s portfolio includes interests ranging from
5% to 50% in 481 shopping center properties comprising approximately 73.5 million square feet of GLA relating to the
Company’s investment management programs and other joint ventures. Neighborhood and community shopping centers
comprise the primary focus of the Company’s current portfolio. As of December 31, 2008, the Company’s total shopping
center portfolio, comprised of total GLA of 126.9 million from 893 properties, was approximately 93.9% leased.
The Company’s neighborhood and community shopping center properties, which are generally owned and operated
through subsidiaries or joint ventures, had an average size of approximately 142,000 square feet as of December 31, 2008.
The Company generally retains its shopping centers for long-term investment and consequently pursues a program of
regular physical maintenance together with major renovations and refurbishing to preserve and increase the value of its
properties. These projects usually include renovating existing facades, installing uniform signage, resurfacing parking
lots and enhancing parking lot lighting. During 2008, the Company capitalized approximately $16.1 million in connection
with these property improvements and expensed to operations approximately $21.4 million.
17
The Company’s neighborhood and community shopping centers are usually “anchored” by a national or regional
discount department store, supermarket or drugstore. As one of the original participants in the growth of the shopping
center industry and one of the nation’s largest owners and operators of shopping centers, the Company has established
close relationships with a large number of major national and regional retailers. Some of the major national and regional
companies that are tenants in the Company’s shopping center properties include The Home Depot, TJX Companies, Sears
Holdings, Kohl’s, Wal-Mart, Royal Ahold, Best Buy, Bed Bath and Beyond and Costco.
A substantial portion of the Company’s income consists of rent received under long-term leases. Most of the leases
provide for the payment of fixed-base rentals monthly in advance and for the payment by tenants of an allocable share
of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping
centers. Although many of the leases require the Company to make roof and structural repairs as needed, a number
of tenant leases place that responsibility on the tenant, and the Company’s standard small store lease provides for roof
repairs to be reimbursed by the tenant as part of common area maintenance. The Company’s management places a strong
emphasis on sound construction and safety at its properties.
Approximately 22.8% of the Company’s leases also contain provisions requiring the payment of additional rent
calculated as a percentage of tenants’ gross sales above predetermined thresholds. Percentage rents accounted for less
than 1% of the Company’s revenues from rental property for the year ended December 31, 2008. Additionally, a majority
of the Company’s leases have built in contractual rent increases as well as escalation clauses. Such escalation clauses
often include increases based upon changes in the consumer price index or similar inflation indices.
Minimum base rental revenues and operating expense reimbursements accounted for approximately 99% of the
Company’s total revenues from rental property for the year ended December 31, 2008. The Company’s management
believes that the base rent per leased square foot for many of the Company’s existing leases is generally lower than the
prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for
future growth.
As of December 31, 2008, the Company’s consolidated portfolio, comprised of 53.4 million of GLA, was 93.2%
leased. For the period January 1, 2008 to December 31, 2008, the Company increased the average base rent per leased
square foot in its consolidated portfolio of neighborhood and community shopping centers from $10.35 to $10.69, an
increase of $0.34. This increase primarily consists of (i) a $0.01 increase relating to acquisitions, (ii) a $0.12 increase
relating to dispositions or the transfer of properties to various joint venture entities and (iii) a $0.21 increase relating to
new leases signed net of leases vacated and rent step-ups within the portfolio.
The Company seeks to reduce its operating and leasing risks through geographic and tenant diversity. No single
neighborhood and community shopping center accounted for more than 0.9% of the Company’s total shopping center GLA
or more than 1.0% of total annualized base rental revenues as of December 31, 2008. The Company’s five largest tenants
at December 31, 2008, were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which represent
approximately 3.3%, 2.8%, 2.5%, 2.2% and 1.8%, respectively, of the Company’s annualized base rental revenues,
including the proportionate share of base rental revenues from properties in which the Company has less than a 100%
economic interest. The Company maintains an active leasing and capital improvement program that, combined with the
high quality of the locations, has made, in management’s opinion, the Company’s properties attractive to tenants.
The Company’s management believes its experience in the real estate industry and its relationships with numerous
national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number
of property owners.
RETAIL STORE LEASES
In addition to neighborhood and community shopping centers, as of December 31, 2008, the Company had interests
in retail store leases totaling approximately 1.5 million square feet of anchor stores in 16 neighborhood and community
shopping centers located in 11 states. As of December 31, 2008, approximately 95.9% of the space in these anchor stores
had been sublet to retailers that lease the stores under net lease agreements providing for average annualized base rental
payments of $4.12 per square foot. The average annualized base rental payments under the Company’s retail store leases
to the landowners of such subleased stores are approximately $2.13 per square foot. The average remaining primary term
of the retail store leases (and, similarly, the remaining primary term of the sublease agreements with the tenants currently
leasing such space) is approximately four years, excluding options to renew the leases for terms which generally range
from five years to 20 years. The Company’s investment in retail store leases is included in the caption Other real estate
investments in the Company’s Consolidated Balance Sheets.
18
GROUND-LEASED PROPERTIES
The Company has interests in 48 consolidated shopping center properties and interests in 26 shopping center
properties in unconsolidated joint ventures that are subject to long-term ground leases where a third party owns and has
leased the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center.
The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses
associated with the building and improvements. At the end of these long-term leases, unless extended, the land together
with all improvements revert to the landowner.
GROUND-UP DEVELOPMENT PROPERTIES
The Company is engaged in ground-up development projects, which consist of (i) merchant building through the
Company’s wholly-owned taxable REIT subsidiaries, which develop neighborhood and community shopping centers and
the subsequent sale thereof upon completion, (ii) U.S. ground-up development projects which will be held as long-term
investments by the Company and (iii) various ground-up development projects located in Latin America for long-term
investment (see Recent Developments - International Real Estate Investments and Note 3 of the Notes to Consolidated
Financial Statements included in this annual report on Form 10-K). The ground-up development projects generally have
significant pre-leasing prior to the commencement of the construction. As of December 31, 2008, the Company had in
progress a total of 47 ground-up development projects, consisting of 11 merchant building projects, of which seven are
anticipated to be substantially complete during the first half of 2009, one U.S. ground-up development project, 29 ground-
up development projects located throughout Mexico, three ground-up development projects located in Chile, two ground-
up development projects located in Brazil and one ground-up development project located in Peru.
As of December 31, 2008, the Company had in progress 11 merchant building projects located in six states, which are
expected to be sold upon completion. These projects had significant pre-leasing prior to the commencement of construction.
As of December 31, 2008, the average annual base rent per leased square foot for the merchant building portfolio was
$14.87 and the average annual base rent per leased square foot for new leases executed in 2008 was $17.58.
UNDEVELOPED LAND
The Company owns certain unimproved land tracts and parcels of land adjacent to certain of its existing shopping
centers that are held for possible expansion. At times, should circumstances warrant, the Company may develop or
dispose of these parcels.
The table on pages 20 through 41 sets forth more specific information with respect to each of the Company’s
property interests.
ITEM 3. LEGAL PROCEEDINGS
The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the
Company or its subsidiaries that, in management’s opinion, would result in any material adverse effect on the Company’s
ownership, management or operation of its properties taken as a whole, or which is not covered by the Company’s liability
insurance.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
19
Location
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
2
0
ALABAMA
HOOVER (11)
MOBILE (8)
ALASKA
ANCHORAGE (11)
KENAI
ARIZONA
GLENDALE
GLENDALE (4)
GLENDALE (6)
MARANA
MESA
MESA
MESA (6)
NORTH PHOENIX
PHOENIX
PHOENIX
PHOENIX
PHOENIX
PHOENIX (3)
TUCSON
CALIFORNIA
ALHAMBRA
ANAHEIM
ANAHEIM (3)
ANAHEIM (3)
ANAHEIM (3)
ANGEL’S
CAMP (3)
ANTELOPE (3)
BELLFLOWER (3)
CALSBAD (3)
CARMICHAEL
CHICO
CHICO
CHICO (5)
CHINO (3)
CHINO (3)
CHINO HILLS
CHINO HILLS (3)
CHULA VISTA
COLMA (5)
CORONA
CORONA
COVINA (4)
CUPERTINO
DALY CITY
DOWNEY (3)
DUBLIN (3)
EL CAJON
EL CAJON (6)
ELK GROVE
ELK GROVE
2007
1986
2006
2003
2007
1998
2004
2003
2005
1998
2004
1998
1998
1997
1998
1998
2006
2003
1998
1995
2006
2006
2006
2006
2006
2006
2006
1998
2008
2006
2007
2006
2006
2008
2006
1998
2006
2007
1998
2000
2006
2002
2006
2006
2003
2004
2006
2006
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
GROUND LEASE
(2078)/JOINT
VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
GROUND LEASE
(2032)/JOINT
VENTURE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
FEE
FEE
GROUND LEASE
(2054)/JOINT
VENTURE
FEE
FEE
GROUND LEASE
(2009)
FEE
JOINT VENTURE
FEE
FEE
FEE
163.90
48.81
24.63
14.67
16.52
40.50
6.42
18.18
177.80
19.83
29.44
17.00
1.64
17.50
26.60
13.40
9.43
17.80
18.40
1.04
8.52
19.10
36.14
5.06
13.09
9.11
21.10
18.50
26.43
1.34
7.30
13.12
32.99
7.17
11.84
18.95
6.41
12.28
48.09
26.00
11.45
25.64
9.78
12.35
10.94
10.35
0.82
2.31
457,000
299,730
256,000
146,759
86,504
333,388
70,428
191,008
1,051,731
145,452
307,375
230,164
16,410
131,621
334,265
153,180
94,379
190,174
195,455
15,396
105,085
185,247
347,236
77,967
119,998
113,511
160,928
213,721
264,336
19,560
69,812
168,264
341,577
73,352
128,082
356,335
213,532
148,815
491,998
269,433
68.9
94.9
38.3
100.0
98.6
84.5
97.6
100.0
96.8
71.0
82.6
100.0
100.0
91.9
95.0
98.1
56.3
100.0
99.1
100.0
100.0
98.0
93.9
98.1
88.5
100.0
88.3
94.6
97.2
91.7
100.0
100.0
92.3
91.3
61.0
100.0
98.9
92.9
87.8
99.3
BOOKS-A-MILLION
ACADEMY SPORTS &
OUTDOORS
MICHAELS
HOME DEPOT
MOR FURNITURE FOR
LESS
COSTCO
SAFEWAY
LOWE’S HOME CENTER
WAL-MART
ROSS DRESS FOR LESS
SPORTS AUTHORITY
BURLINGTON COAT
FACTORY
CHAPMAN BMW
SAFEWAY
COSTCO
HOME DEPOT
DOLLAR TREE
LOWE’S HOME CENTER
COSTCO
NORTHGATE GONZALEZ
MARKETS
STATER BROTHERS
RALPHS
MERVYN’S
SAVE MART
FOOD MAXX
STATER BROTHERS
MARSHALLS
HOME DEPOT
FOOD MAXX
RALEY’S
DOLLAR TREE
LA CURACAO
STATER BROTHERS
FRESH & EASY
COSTCO
MARSHALLS
VONS
COSTCO
HOME DEPOT
114,533
600,346
92.0
87.9
99 RANCH MARKET
HOME DEPOT
114,722
100.0
WAL-MART
154,728
128,343
98,396
7,880
30,130
100.0
100.0
94.2
100.0
96.0
ORCHARD SUPPLY
HARDWARE
KOHL’S
RITE AID
2020
2021
2017
2018
2016
2011
2016
2019
2027
2010
2016
2013
2016
2014
2011
2020
2012
2019
2027
2022
2011
2016
2012
2022
2009
2017
2013
2013
2014
2024
2013
2021
2022
2028
2029
2012
2013
2012
2009
2012
2026
2009
2011
2024
2018
2035
2031
2037
2048
PETCO
ROSS DRESS
FOR LESS
2019
2015
2029
2035
SHOE CARNIVAL
MARSHALLS
2019
2010
2029
2017
BED BATH & BEYOND
2019
2039
OLD NAVY
2012
2018
MICHAELS
2046
FLOOR & DECOR
2013
2015
2018
ANNA’S LINENS
2025
THE $99 FURNITURE
STORE
2015
2016
2025
2026
BASS PRO SHOPS
OUTDOOR WORLD
CINE MANIA
CIRCUIT CITY
GUITAR CENTER
TRADER JOE’S
PHOENIX RANCH
MARKET
JO-ANN FABRICS
2027
2057
HOME DEPOT
2028
2058
2014
2016
2017
2014
2021
2010
2019
2036
2027
2029
2041
2025
BLACK ANGUS
MICHAELS
MICHAELS
2010
2010
2012
2015
2025
2022
FAMSA
2022
2032
COSTCO
2027
2057
JO-ANN FABRICS
2009
2019
2022
2025
2033
2031
2029
2024
2024
2019
DOLLAR STORE
OFFICEMAX
2009
2011
2014
2026
KIDS ‘R’ US
LONGS DRUGS
BED, BATH & BEYOND
2027
2033
RITE AID
DD’S DISCOUNT
2086
2034
2029
NAVCARE
BED BATH & BEYOND
ANNA’S LINENS
BALLY TOTAL FITNESS
PETSMART
2018
2013
2014
2010
2016
2009
2011
2012
2013
2010
2027
2033
2029
2020
2036
2026
2027
2018
2028
2012
2016
2023
2011
2014
2012
2014
2009
2009
2012
2013
2025
2017
2014
2010
2011
CVS
RITE AID
EL SUPER
RITE AID
GOODWILL INDUSTRIES
STAPLES
DOLLAR TREE
SPORTS AUTHORITY
ASHLEY FURNITURE
HOMESTORE
PETSMART
ROSS DRESS FOR LESS
WAL-MART
NORDSTROM RACK
PETSMART
HOME DEPOT
STAPLES
BURLINGTON COAT
FACTORY
MARSHALLS
2012
2022
SAFEWAY
2014
2024
2010
2015
2014
2025
ROSS DRESS FOR LESS
2013
2023
2035
2024
PETCO
2009
2014
2053
2043
MICHAELS
ROSS DRESS FOR LESS
2046
2069
2077
2015
2046
2023
2031
2039
2041
2050
2017
2069
2057
2032
2026
2046
2022
2048
2022
2032
2018
2022
2024
2039
2023
2041
2052
2043
2079
2038
2042
2034
2027
2056
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
2
1
Location
ELK GROVE (3)
ELK GROVE (3)
ENCINITAS (3)
ESCONDIDO (3)
FAIR OAKS (3)
FOLSOM
FREMONT (3)
FREMONT (3)
FRESNO (3)
FRESNO (6)
FULLERTON (3)
GARDENA (3)
GRANITE BAY (3)
GRASS VALLEY (3)
HACIENDA
HEIGHTS (3)
HAYWARD (3)
HUNTINGTON
BEACH (3)
JACKSON
LA MIRADA
LA VERNE (3)
LAGUNA HILLS
LINCOLN (5)
LIVERMORE (3)
LOS ANGELES (3)
LOS ANGELES (3)
MANTECA
MANTECA (3)
MERCED
MODESTO (3)
MONTEBELLO (4)
MORAGA (3)
MORGAN HILL
NAPA
NORTHRIDGE
NOVATO (3)
OCEANSIDE (3)
OCEANSIDE (3)
OCEANSIDE (3)
ORANGEVALE (3)
OXNARD (4)
PACIFICA (3)
PACIFICA (7)
PLEASANTON
PORTERVILLE (3)
POWAY
RANCHO
CUCAMONGA (3)
RANCHO
CUCAMONGA (3)
RANCHO
MIRAGE (3)
RED BLUFF
REDDING
REDWOOD
CITY (6)
Percent
Leased
(1)
90.2
94.4
89.7
96.8
97.6
100.0
99.1
96.1
90.4
100.0
96.4
98.6
84.9
97.1
34,015
89,216
119,738
231,157
98,625
108,255
131,239
504,666
102,581
121,107
270,647
65,987
140,184
217,525
BEL AIR MARKET
ALBERTSONS
LA FITNESS
RALEY’S
KOHL’S
SAVE MART
SAFEWAY
SAVE MART
BED BATH & BEYOND
TOYS “R” US/CHUCK
E.CHEESE
TAWA MARKET
RALEY’S
RALEY’S
135,012
85.9
ALBERTSONS
80,911
148,756
67,665
266,572
92.3
97.9
100.0
96.1
99 CENTS ONLY STORES
VONS
RALEY’S
TOYS “R” US
229,252
98.0
TARGET
160,000
119,559
104,363
169,744
100.0
97.6
89.5
99.1
MACY’S
SAFEWAY
ROSS DRESS FOR LESS
KMART
165,195
94.7
RALPHS/FOOD 4 LESS
19,455
96,393
27,350
214,772
251,489
163,630
103,362
349,530
158,812
133,862
88,363
92,378
94.4
88.8
86.0
95.8
98.8
90.2
100.0
100.0
74.6
94.6
84.8
90.4
PAK ‘N SAVE
GOTTSCHALKS
SEARS
TJ MAXX
HOME DEPOT
TARGET
DSW SHOE WAREHOUSE
SAFEWAY
SMART & FINAL
TRADER JOE’S
366,775
96.4
STEIN MART
160,811
171,580
104,281
168,871
175,000
81,010
121,977
56,019
95.4
100.0
95.0
95.9
100.0
93.2
93.4
91.0
SAVE MART
TARGET
SAVE MART
SAFEWAY
MACY’S
VALLARTA
SUPERMARKET
STEIN MART
CVS
308,846
86.8
FOOD 4 LESS
165,156
84.9
VONS
2006
2006
2006
2006
2006
2003
2006
2007
2006
2004
2006
2006
2006
2006
2006
2006
2006
2008
1998
2006
2007
2007
2006
2006
2006
2006
2006
2006
2006
2000
2006
2003
2006
2005
2003
2006
2006
2006
2007
1998
2006
2004
2007
2006
2005
2006
2006
2006
2006
2006
2004
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
GROUND LEASE
(2042)
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
GROUND LEASE
(2059)
JOINT VENTURE
JOINT VENTURE
FEE
GROUND LEASE
(2070)
GROUND LEASE
(2050)
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
GROUND LEASE
(2073)
FEE
FEE
FEE
GROUND LEASE
(2048)
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
GROUND LEASE
(2042)
FEE
FEE
FEE
FEE
5.04
8.05
9.14
23.11
9.58
9.46
11.94
51.70
9.90
10.81
20.29
6.52
11.48
29.96
12.10
7.22
12.00
9.23
31.20
20.11
—
13.06
8.08
0.03
14.57
1.05
7.21
1.60
17.86
25.44
33.74
8.12
34.47
9.25
11.29
10.15
9.50
42.69
17.33
14.40
7.50
13.60
—
8.10
8.33
5.16
17.14
16.85
4.59
1.75
6.38
23,200
21,876
49,429
89.4
77.0
100.0
ORCHARD SUPPLY
HARDWARE
2019
2029
2025
2011
2017
2011
2018
2013
2025
2014
2010
2017
2010
2018
2018
2016
2010
2016
2024
2012
2009
2014
2026
2014
2012
2012
2013
2013
2012
2011
2024
2020
2016
2025
2024
2016
2009
2024
2013
2009
2018
2012
2029
2013
2011
2014
2010
2050
2031
2032
2021
2048
2038
2050
2034
2025
2042
2020
2033
TOTAL WOMAN GYM
AND ATMOSPHERE
VONS
LONGS DRUGS
BED BATH & BEYOND
RITE AID
SPORTMART
AMC THEATRES
RITE AID
JCPENNEY
2071
VIVO DANCE
2025
2036
2049
2032
BIG LOTS
CVS
U.S. POSTAL SERVICE
2034
VONS
2050
2066
2024
2018
LONGS DRUGS
RICHARD CRAFTS
SUPERIOR MARKETS
2037
FACTORY 2-U
BIG 5 SPORTING GOODS
RALEY’S
TOYS “R” US
LONGS DRUGS
HOME DEPOT
GELSON’S MARKET
RITE AID
LONGS DRUGS
LAMPS PLUS
ROSS DRESS
FOR LESS
LONGS DRUGS
FOOD 4 LESS
RITE AID
ROSS DRESS
FOR LESS
COUNTY OF TULARE
HOME GOODS
2027
2062
2026
2054
2040
2028
2060
2034
2026
2024
2064
2032
2038
2040
2049
2028
2026
2034
SPORTS CHALET
2039
LONGS DRUGS
2019
2009
2011
2010
2014
2013
2012
2015
2013
2012
2011
2015
2015
2010
2027
2013
2023
2011
2018
2009
2018
2010
2018
2017
2013
2013
2011
2014
2022
2013
2012
2010
2025
2014
2010
2010
2021
2025
2044
2023
2037
2035
2033
2021
2030
2020
2055
2057
2018
2038
2029
2034
CVS
2009
2034
BALLY TOTAL FITNESS
MARSHALLS
ROSS DRESS FOR LESS
AMC THEATERS
2014
2015
2011
2012
2029
2030
2031
2037
COURTHOUSE ATHLETIC
CLUB
2009
2014
MOVIES 7 DOLLAR
THEATRE
2013
2018
BIG 5 SPORTING GOODS
CVS
2016
RITE AID
2024
2043
2035
GOTTSCHALKS
AMC THEATRES
U.S. POSTAL SERVICE
2040
RALEY’S
2012
2011
2010
2012
2012
2011
2020
2022
2016
2025
2026
2032
2031
2045
BIG LOTS
2010
2020
BARNES & NOBLE
U.S. POSTAL SERVICE
24 HOUR FITNESS
RITE AID
2013
2012
2010
2021
2028
2020
2027
2023
2033
2052
2042
2020
2045
2034
OFFICE DEPOT
2013
2028
2020
PETSMART
2009
2029
2029
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
2
2
Location
RIVERSIDE
ROSEVILLE (5)
ROSEVILLE (6)
SACRAMENTO (3)
SACRAMENTO (3)
SAN DIEGO
SAN DIEGO
SAN DIEGO (3)
SAN DIEGO (4)
SAN DIEGO (5)
SAN DIEGO (5)
SAN DIEGO (6)
SAN DIEGO (6)
SAN DIMAS (3)
SAN JOSE (3)
SAN LEANDRO (3)
SAN LUIS OBISPO
SAN RAMON (4)
SANTA ANA
SANTA CLARITA (3)
SANTA ROSA
SANTEE
SIGNAL HILL (6)
STOCKTON
TEMECULA (3)
TEMECULA (4)
TEMECULA (6)
TORRANCE (3)
TORRANCE (4)
TRUCKEE
TRUCKEE (5)
TURLOCK (3)
TUSTIN
TUSTIN
TUSTIN (3)
TUSTIN (3)
UKIAH (3)
UPLAND (3)
VALENCIA (3)
VALLEJO (3)
VALLEJO (3)
VISALIA
VISALIA (3)
VISTA (3)
WALNUT
CREEK (3)
WESTMINSTER (3)
WINDSOR (3)
WINDSOR (3)
YREKA (3)
COLORADO
AURORA
AURORA
AURORA
COLORADO SPRINGS
DENVER
ENGLEWOOD
2008
2007
2004
2006
2006
2007
2007
2006
2000
2007
2007
2004
2004
2006
2006
2006
2005
1999
1998
2006
2005
2003
2004
1999
2006
1999
2004
2007
2000
2006
2007
2006
2007
2003
2006
2006
2006
2006
2006
2006
2006
2007
2006
2006
2006
2006
2006
2006
2006
1998
1998
1998
1998
1998
1998
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
GROUND LEASE
(2023)
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
GROUND LEASE
(2016)/JOINT
VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
GROUND LEASE
(2054)
FEE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
5.02
8.97
20.29
23.12
13.15
—
13.40
16.36
11.24
5.94
12.80
5.91
42.12
13.42
16.84
6.23
17.55
5.30
12.00
14.10
3.63
44.45
14.97
14.63
17.93
40.00
47.38
6.75
26.68
3.17
4.92
10.11
51.98
9.10
12.90
15.70
11.08
22.53
13.63
14.15
6.79
—
4.24
12.00
3.23
16.36
13.08
9.81
13.97
13.90
9.92
13.81
10.74
1.45
6.48
86,108
81,171
188,493
188,874
120,893
225,919
49,080
210,621
117,410
59,414
57,406
35,000
411,375
154,000
183,180
95,255
174,428
41,913
134,400
96,662
41,565
311,637
181,250
152,919
139,130
342,336
345,113
67,504
266,847
26,553
41,149
111,612
685,330
108,413
138,348
210,743
110,565
271,867
143,333
150,766
66,000
136,726
46,460
136,672
114,733
97.7
98.3
77.0
91.0
90.2
100.0
100.0
91.3
100.0
98.4
100.0
76.0
100.0
89.6
94.5
100.0
91.2
95.4
100.0
88.7
91.4
97.8
97.7
87.2
91.1
93.1
100.0
82.9
99.3
88.9
100.0
94.1
98.6
100.0
93.6
88.7
90.8
85.2
90.0
92.4
100.0
100.0
80.5
87.2
92.9
Tenant Name
BURLINGTON COAT
FACTORY
SAFEWAY
SPORTS AUTHORITY
SEAFOOD CITY
UNITED ARTISTS
THEATRE
NORDSTROM
CIRCUIT CITY
ALBERTSONS
CLAIM JUMPER
PRICE SELF STORAGE
OFFICEMAX
WAL-MART
ROSS DRESS FOR LESS
VON’S
PETCO
HOME DEPOT
ALBERTSONS
ACE HARDWARE
24 HOUR FITNESS
HOME DEPOT
SUPER UNITED
FURNITURE
ALBERTSONS
KMART
WAL-MART
ACE HARDWARE
HL TORRANCE
RALEY’S
TARGET
KMART
RALPHS
VONS
RALEY’S
HOME DEPOT
RALPHS
RALEY’S
SAFEWAY
REGAL SEQUOIA
MALL 12
CHUCK E CHEESE
ALBERTSONS
CENTURY THEATRES
208,660
98.8
PAVILIONS
126,187
86.4
SAFEWAY
107,769
126,614
152,490
44,174
154,055
107,310
18,405
80,330
98.7
97.8
82.6
75.8
83.3
76.2
100.0
93.5
RALEY’S
RALEY’S
ALBERTSONS
ROSS DRESS FOR LESS
RANCHO LIBORIO
SAVE-A-LOT
HOBBY LOBBY
2009
2030
2016
2018
2016
2017
2010
2012
2013
2035
2011
2011
2018
2017
2012
2015
2012
2009
2017
2014
2014
2015
2017
2028
2013
2011
2018
2033
2018
2013
2021
2016
2014
2023
2017
2015
2016
2013
2011
2023
2017
2014
2012
2014
2011
2017
2018
2012
2013
2028
2060
2031
2033
2028
2037
ROSS DRESS
FOR LESS
BIG 5 SPORTING GOODS
24 HOUR FITNESS
2020
TJ MAXX
SPORTMART
2023
2026
2041
2042
2022
2035
2042
2019
2034
2019
2045
2032
2058
2023
2033
2048
2023
2041
2031
2029
2053
2032
2045
2041
2053
2047
2054
2027
2029
COSTCO
ROSS DRESS FOR LESS
WALGREENS
MICHAELS
MICHAELS
BED BATH & BEYOND
PETSMART
COSTCO
LONGS DRUGS
FOOD 4 LESS
KOHL’S
COOKIN’ STUFF
LINENS N THINGS
DECHINA 1 BUFFET, INC.
AMC THEATERS
LONGS DRUGS
RITE AID
PAVILIONS
LONGS DRUGS
24 HOUR FITNESS
MARSHALLS
CVS
COST PLUS
NEW WORLD AUDIO/
VIDEO
LONGS DRUGS
THE 24 HOUR CLUB
JCPENNEY
2051
DOLLAR TREE
TJ MAXX
2037
2043
2027
2023
2013
2012
2012
2010
2013
2014
2013
2030
2013
2013
2013
2014
2013
2016
2010
2024
2012
2010
2014
2027
2022
2009
2013
2013
2013
2010
2010
2014
2012
2018
2018
2011
2012
2012
2028
STAPLES
2013
2028
2022
2027
2015
CVS
2013
2023
2044
2023
CHARLOTTE RUSSE
PETCO
2010
2012
2027
2028
CVS
2017
2047
2028
2024
2033
2041
2030
2044
TJ MAXX
2012
2027
TRISTONE THEATRES
ROSS DRESS
FOR LESS
2013
2014
2018
2034
2020
MARSHALLS
2014
2019
WHOLE FOODS MARKET
2027
MICHAELS
KRAGEN AUTO PARTS
STAPLES
AARON RENTS
BED BATH & BEYOND
2024
2032
2029
2043
2023
2025
2024
2048
DOLLAR TREE
2027
CROWN LIQUORS
SPACE AGE FEDERAL CU
2013
2011
2013
2013
2011
2013
2015
2016
2016
2028
2023
2026
OLD COUNTRY BUFFET
2009
2019
2
3
Location
FORT COLLINS
GREELEY (9)
GREENWOOD VILLAGE
LAKEWOOD
PUEBLO
CONNECTICUT
BRANFORD (4)
DERBY
ENFIELD (4)
FARMINGTON
HAMDEN
NORTH HAVEN
WATERBURY
DELAWARE
ELSMERE
WILMINGTON (7)
FLORIDA
ALTAMONTE SPRINGS
ALTAMONTE SPRINGS
BOCA RATON
BONITA
SPRINGS (5)
BOYNTON
BEACH (4)
BRADENTON
BRADENTON
BRANDON (4)
CAPE CORAL (5)
CAPE CORAL (5)
CLEARWATER
CORAL SPRINGS
CORAL SPRINGS
CORAL WAY
CUTLER RIDGE
DELRAY
BEACH (5)
EAST ORLANDO
FERN PARK
FORT
LAUDERDALE (6)
FORT MEYERS (5)
HIALEAH
HOLLYWOOD
HOLLYWOOD (6)
HOLLYWOOD (6)
HOMESTEAD
JACKSONVILLE
JACKSONVILLE
JACKSONVILLE (11)
JACKSONVILLE (5)
JENSEN BEACH
JENSEN
BEACH (8)
KEY LARGO (4)
KISSIMMEE
LAKELAND
LAKELAND
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Lease
Expiration
Option
Expiration
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
GROUND LEASE
(2076)
GROUND LEASE
(2052)/JOINT
VENTURE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
11.58
14.39
21.00
7.55
3.26
19.07
20.67
14.85
16.90
31.69
31.70
13.10
17.14
25.85
19.40
5.58
9.85
0.50
18.00
6.20
19.63
29.70
Percent
Leased
(1)
100.0
100.0
100.0
84.3
0.0
98.6
100.0
98.7
76.4
90.7
98.1
100.0
Tenant Name
KOHL’S
BED BATH & BEYOND
HOME DEPOT
SAFEWAY
KOHL’S
LOWE’S HOME CENTER
KOHL’S
SPORTS AUTHORITY
WAL-MART
HOME DEPOT
RAYMOUR & FLANIGAN
FURNITURE
115,862
138,818
196,726
82,581
30,809
190,738
141,258
148,517
184,572
345,196
331,919
141,443
106,530
100.0
VALUE CITY
165,805
100.0
SHOPRITE
233,817
94,193
73,549
79,676
84.3
71.4
90.2
88.0
BAER’S FURNITURE
ORIENTAL MARKET
WINN DIXIE
PUBLIX
194,028
98.6
BEALLS
30,938
162,997
143,785
86.1
89.5
100.0
GRAND CHINA BUFFET
PUBLIX
BED BATH & BEYOND
JOINT VENTURE
—
125,110
96.9
PUBLIX
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
GROUND LEASE
(2068)
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
GROUND LEASE
(2093)/JOINT
VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
2.32
20.73
9.80
5.90
8.73
3.76
—
11.63
12.00
22.88
7.42
2.36
5.00
10.45
98.93
21.00
5.10
18.62
147.50
—
20.67
19.77
21.50
18.42
10.42
22.93
42,030
207,071
86,342
55,597
87,305
37,640
50,906
90.4
91.3
98.5
35.2
100.0
100.0
100.0
HOME DEPOT
TJ MAXX
WINN DIXIE
POTAMKIN CHEVROLET
PUBLIX
131,981
94.8
SPORTS AUTHORITY
131,646
229,034
74,286
23,625
50,000
141,097
871,723
209,214
51,002
205,696
121,000
72,840
173,319
205,672
207,332
90,840
86,022
36.8
98.5
79.4
100.0
100.0
87.4
99.3
98.9
100.0
99.5
62.0
96.2
79.9
86.4
97.9
80.5
100.0
ALDI
REGAL CINEMAS
PUBLIX
POTAMKIN CHEVROLET
HOME GOODS
AZOPHARMA
HOME DEPOT
PUBLIX
MICHAELS
BURLINGTON COAT
FACTORY
HHGREGG
PUBLIX
SERVICE MERCHANDISE
HOME DEPOT
KMART
OFFICEMAX
SPORTS AUTHORITY
229,383
82.4
STEIN MART
2020
2016
2019
2012
2012
2029
2021
2018
2019
2014
2017
2013
2014
2024
2012
2013
2022
2011
2009
2012
2010
2022
2023
2012
2011
2015
2025
2010
2018
2017
2023
2015
2010
2014
2019
2014
2013
2013
2018
2053
2010
2025
2014
2012
2011
2011
2000
2005
2003
1998
2006
2000
2005
2000
1998
1967
1998
1993
1979
2004
1998
1995
1967
2006
1999
1968
1998
2001
2006
2006
2005
1997
1994
1992
1998
2006
1971
1968
2004
2006
1998
2002
2004
2004
1972
2002
1999
2005
2006
1994
2006
2000
1996
2006
2001
Major Leases
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
2017
2015
2016
2016
2018
2012
2011
2013
2027
2035
2038
2031
2063
2041
2043
CIRCUIT CITY
2016
2031
TJ MAXX
BOB’S STORES
XPECT DISCOUNT
2010
2016
2013
2015
2036
Tenant Name
GUITAR CENTER
MICHAELS
SUPER FOODMART
BEST BUY
BORDERS BOOKS
BON-TON
BJ’S
STOP & SHOP
2070
2036
2069
2032
2022
2069
2041
2063
2039
2029
2037
2038
2044
SPORTS AUTHORITY
2013
2023
RAYMOUR & FLANIGAN
FURNITURE
2019
2044
DSW SHOE WAREHOUSE
THOMASVILLE HOME
2012
2011
2032
2021
MICHAELS
2012
2022
2034
2022
2033
2052
2056
ALBERTSONS
2015
2040
2014
2032
2020
2052
2068
2017
2036
2050
2055
TJ MAXX
ROSS DRESS
FOR LESS
ROSS DRESS
FOR LESS
JO-ANN FABRICS
ANNA’S LINENS
STAPLES
2020
OFFICE DEPOT
2038
2057
2053
2050
2025
2020
2069
2034
2033
2018
DEAL$
OFFICE DEPOT
MICHAELS
AZOPHARMA
KMART
MARSHALLS
HOME GOODS
OFFICEMAX
2033
HAVERTY’S
2070
2030
2064
2027
2026
2026
MARSHALLS
JO-ANN FABRICS
PUBLIX
DEAL$
LAKELAND SQUARE 10
THEATRE
ROSS DRESS FOR LESS
2014
2015
2013
2014
2012
2016
2010
2014
2011
2018
2014
2019
2011
2010
2012
2013
2010
2020
2014
2013
2009
2012
2019
2025
JO-ANN FABRICS
THOMASVILLE HOME
2033
STAPLES
STAPLES
PARTY SUPERMARKET
2034
2027
2031
2014
2010
2013
2014
2011
2024
2020
2033
2034
2016
2025
C-TOWN
2013
2028
JUST FOR SPORTS
2017
2023
2029
2026
2030
2020
2069
2026
2020
2032
C’EST PAPIER, INC.
BJ’S
OFFICEMAX
TJ MAXX
2023
FOREVER 21
2020
2035
2029
2028
DOLLAR TREE
BEALLS OUTLET
CHUCK E CHEESE
MARSHALLS
2012
2019
2013
2012
2022
2013
2011
2016
2021
2017
2069
2028
2017
2037
2028
2026
2036
2
4
Location
LARGO
LARGO
LAUDERDALE LAKES
LAUDERHILL
LEESBURG
MARGATE
MELBOURNE
MELBOURNE
MERRITT
ISLAND (5)
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI
MIAMI (5)
MIAMI (5)
MIAMI (6)
MIDDLEBURG (11)
MIRAMAR (11)
MOUNT DORA
NORTH
LAUDERDALE (3)
NORTH MIAMI BEACH
OCALA
ORANGE PARK
ORLANDO
ORLANDO
ORLANDO
ORLANDO
ORLANDO (4)
ORLANDO (6)
OVIEDO (5)
PLANTATION
POMPANO BEACH
POMPANO BEACH
POMPANO
BEACH (9)
PORT RICHEY (4)
RIVIERA BEACH
SANFORD
SARASOTA
SARASOTA
SARASOTA (5)
ST. AUGUSTINE
ST. PETERSBURG
TALLAHASSEE
TAMPA
TAMPA
TAMPA (4)
TAMPA (9)
WEST PALM BEACH
WEST PALM BEACH
WEST PALM
BEACH (6)
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
1992
1968
1968
1978
1969
1993
1968
1998
2006
1962
1998
1998
1998
1995
2007
1986
1968
2007
2006
2004
2005
2005
1997
2007
1985
1997
2003
1968
1968
1996
1994
2000
2004
2006
1974
2007
1968
2004
1998
1968
1989
1970
1989
2006
2005
1968
1998
2004
1997/2004
2001
2007
1967
1995
2004
FEE
FEE
JOINT VENTURE
FEE
GROUND LEASE
(2017)
FEE
GROUND LEASE
(2022)
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
GROUND LEASE
(2047)/JOINT
VENTURE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
GROUND LEASE
(2084)/JOINT
VENTURE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
29.44
11.98
10.04
17.79
1.25
34.07
11.53
13.23
—
13.98
8.69
1.71
2.91
5.44
33.35
7.78
8.23
7.50
—
31.16
36.30
36.70
12.44
28.85
15.92
27.17
5.02
7.75
10.00
11.70
28.00
18.00
14.02
7.80
4.59
10.31
6.55
18.60
14.34
5.06
40.90
10.00
11.98
—
1.45
9.01
12.79
22.42
23.86
73.00
10.02
7.57
7.93
33.03
215,916
149,472
115,341
181,416
13,468
260,729
168,737
144,399
60,103
79,273
86,900
17,117
29,166
63,604
349,873
83,380
104,908
59,880
63,595
402,801
82,000
156,000
120,430
250,209
108,795
260,435
50,299
113,367
113,262
132,856
236,486
179,065
154,356
78,093
60,414
103,173
66,613
140,312
103,294
46,390
195,689
102,455
129,700
65,320
62,000
118,574
105,655
197,181
205,634
340,460
100,200
81,073
79,904
357,537
95.2
100.0
98.9
92.3
88.9
66.1
95.9
100.0
100.0
92.4
100.0
100.0
100.0
91.8
88.8
98.7
100.0
100.0
96.5
96.7
34.1
34.6
100.0
95.2
94.9
88.5
100.0
100.0
59.4
100.0
80.4
99.4
92.6
100.0
95.6
94.4
98.2
89.4
62.0
92.2
89.8
100.0
94.0
88.5
91.9
100.0
58.7
96.2
97.0
95.7
92.9
98.4
93.8
83.3
PUBLIX
WAL-MART
SAVE-A-LOT
BABIES R US
SAM ASH MUSIC
SUBMITTORDER CO
JO-ANN FABRICS
PUBLIX
BABIES R US
POTAMKIN CHEVROLET
LEHMAN TOYOTA
LEHMAN TOYOTA
PETCO
PUBLIX
PUBLIX
HOME DEPOT
PUBLIX
PUBLIX
KMART
DOLLAR TREE
24 HOUR FITNESS
KMART
HOME DEPOT
PUBLIX
KMART
BED BATH & BEYOND
24 HOUR FITNESS
HSN
ROSS DRESS FOR LESS
OLD TIME POTTERY
KMART
MARSHALLS
PUBLIX
WHOLE FOODS MARKET
KMART
SAVE-A-LOT
WINN DIXIE
CIRCUIT CITY
FURNITURE KINGDOM
ARBY’S
TJ MAXX
SWEETBAY
PUBLIX
HOBBY LOBBY
KASH N’ KARRY
STEIN MART
LOWE’S HOME CENTER
AMERICAN SIGNATURE
BEST BUY
PUBLIX
WINN DIXIE
BABIES R US
KMART
2014
2012
2012
2014
2011
2010
2016
2023
2011
2015
2015
2015
2016
2011
2009
2029
2027
2023
2012
2013
2023
2013
2019
2019
2011
2015
2023
2009
2013
2010
2014
2013
2020
2014
2012
2015
2018
2011
2009
2027
2012
2020
2063
2019
2017
2018
2026
2019
2016
2011
2010
2011
2018
2029
2027
2017
2022
2031
2053
2021
2050
2050
2050
2021
2031
2029
2059
2062
2053
2042
2028
2038
2063
2049
2039
2021
2025
2038
2028
2020
2064
2028
2050
2019
2017
2030
2043
2031
2014
2047
2017
2040
2032
2037
2033
2066
2044
2031
2026
2030
2021
2068
EL DORADO FURNITURE
2017
2032
SYMS
2011
2041
OFFICE DEPOT
2009
2019
99CENT STUFF
2013
2018
DOLLAR TREE
GOODWILL INDUSTRIES
2028
MARSHALLS
2020
2010
2012
2010
2017
2015
MICHAELS
2010
2015
2016
PUBLIX
2011
2031
SERVICE MERCHANDISE
2012
2032
AMC THEATRES
ALDI
THINK THRIFT
STAPLES
OFFICE DEPOT
WALGREENS
BED BATH & BEYOND
FIRESTONE TIRE
PARTY CITY
OFFICE DEPOT
WALGREENS
WALGREENS
2011
2018
2012
2017
2010
2045
2013
2009
2012
2010
2018
2009
CHANCELLOR ACADEMY
WALGREENS
BEST BUY
MICHAELS
TJ MAXX
PARTY CITY
BIG LOTS
SPORTS AUTHORITY
PUBLIX
OFF BROADWAY SHOES
2011
2058
2019
2010
2018
2012
2014
2011
2012
2013
2036
2038
2017
2037
2025
2034
2030
2038
2017
2031
2037
2023
ALDI
USA BABY
GOLFSMITH
GOLF CENTER
WHOLE FOODS MARKET
2014
2019
CVS
STAPLES
GOODWILL INDUSTRIES
ROSS DRESS
FOR LESS
OFFICEMAX
ACE HARDWARE
2020
2011
2013
2012
2014
2013
2040
2026
2032
OFFICE DEPOT
2024
2023
DOLLAR TREE
ANTHONY’S LADIES
WEAR
2018
2013
2014
2009
2012
2012
2038
2018
2024
2019
2032
2017
TJ MAXX
2012
2014
YOU FIT
2018
2028
STAPLES
JO-ANN FABRICS
2013
2016
2018
2031
ROSS DRESS
FOR LESS
BED BATH & BEYOND
2012
2015
2022
2030
WINN DIXIE
2019
2049
ROSS DRESS
FOR LESS
2014
2029
Location
WINTER HAVEN
YULEE (11)
GEORGIA
ALPHARETTA
ATLANTA
ATLANTA (9)
AUGUSTA
AUGUSTA (4)
DULUTH (5)
SAVANNAH
SAVANNAH
SAVANNAH
SNELLVILLE (4)
VALDOSTA
HAWAII
KIHEI
ILLINOIS
AURORA
AURORA (5)
BATAVIA (4)
BELLEVILLE
BLOOMINGTON
BLOOMINGTON
BRADLEY
CALUMET CITY
CHAMPAIGN
CHAMPAIGN (4)
CHICAGO
CHICAGO
COUNTRYSIDE
CRESTWOOD
CRYSTAL LAKE
DOWNERS GROVE
DOWNERS GROVE
DOWNERS GROVE
ELGIN
FAIRVIEW HEIGHTS
FOREST PARK
GENEVA
KILDEER (5)
MATTESON
MOUNT PROSPECT
MUNDELIEN
NAPERVILLE
NORRIDGE
2
5
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
1973
2003
2008
2008
2007
1995
2001
2006
2008
1995
1993
2001
2004
2006
1998
2005
2002
1998
2003
1972
1996
1997
1998
2001
1997
1997
1997
1997
1998
1998
1997
1999
1972
1998
1997
1996
2006
1997
1997
1998
1997
1997
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
GROUND LEASE
(2045)
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
GROUND LEASE
(2057)
JOINT VENTURE
FEE
FEE
FEE
FEE
JOINT VENTURE
GROUND LEASE
(2040)
FEE
FEE
GROUND LEASE
(2051)
FEE
GROUND LEASE
(2062)
FEE
FEE
FEE
GROUND LEASE
(2054)
GROUND LEASE
(2021)
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
GROUND LEASE
(2047)
FEE
GROUND LEASE
(2049)
FEE
FEE
GROUND LEASE
(2031)
JOINT VENTURE
13.90
82.10
15.42
31.02
10.09
11.32
52.61
7.80
18.01
8.46
22.22
35.60
17.53
4.55
17.89
34.73
31.71
20.34
10.95
16.09
5.35
16.98
9.04
9.29
17.48
6.04
27.67
36.75
6.13
5.00
12.04
24.76
18.69
19.05
9.29
8.18
23.30
17.01
16.80
7.62
9.00
11.69
15.43
15.59
18.83
8.97
20.45
8.90
95,188
98.7
BIG LOTS
76,000
63.2
PETCO
130,515
354,214
175,835
95.7
88.4
82.7
KROGER
DAYS INN
MARSHALLS
112,537
87.1
TJ MAXX
531,815
78,025
197,957
80,378
187,076
311,033
175,396
99.0
92.3
81.4
84.9
97.2
93.9
100.0
SPORTS AUTHORITY
WHOLE FOODS MARKET
ROSS DRESS FOR LESS
PUBLIX
BED BATH & BEYOND
KOHL’S
LOWE’S HOME CENTER
17,897
83.3
91,182
361,991
272,410
100,160
73,951
188,250
80,535
159,647
111,985
111,720
102,011
86,894
117,005
79,903
80,390
100,000
141,906
145,153
186,432
100.0
78.0
87.2
100.0
100.0
100.0
100.0
97.9
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
92.7
99.3
CERMAK PRODUCE
AURORA
BEST BUY
KOHL’S
KMART
JEWEL-OSCO
SCHNUCK MARKETS
CARSON PIRIE SCOTT
MARSHALLS
HOBBY LOBBY
BEST BUY
BURLINGTON COAT
FACTORY
KMART
HOME DEPOT
SEARS
HOBBY LOBBY
HOME DEPOT EXPO
TJ MAXX
DOMINICK’S
ELGIN MALL
192,073
100.0
KMART
98,371
100.0
KMART
110,188
167,477
157,885
192,547
89,692
102,327
116,914
176,037
176,263
131,546
60,000
156,067
100.0
97.6
81.2
100.0
100.0
100.0
100.0
100.0
83.0
13.2
0.0
100.0
GANDER MOUNTAIN
BED BATH & BEYOND
SPORTMART
KOHL’S
BURLINGTON COAT
FACTORY
BURLINGTON COAT
FACTORY
KMART
KMART
HOME DEPOT
VALUE CITY
KMART
89,047
61.8
BEST BUY
2010
2018
2020
2014
2014
2010
2012
2027
2016
2028
2013
2022
2019
2022
2011
2019
2024
2014
2014
2014
2014
2017
2016
2020
2024
2023
2024
2014
2022
2014
2009
2013
2024
2021
2013
2012
2014
2024
2018
2013
2012
2024
2024
2012
2014
2016
Tenant Name
BUDDY’S HOME
FURNISHINGS
Lease
Expiration
Option
Expiration
2015
2025
2020
JO-ANN FABRICS
2011
2016
2028
2050
2034
2034
2015
2027
2057
2036
2063
2028
2062
2069
2042
2026
2049
2054
2039
2029
2034
2029
2027
2031
2035
2054
2053
2051
2024
2062
2024
2019
2023
2054
2028
2032
2029
2054
2033
2033
2047
2054
2044
2022
2021
2031
KROGER
BEST BUY
ROSS DRESS
FOR LESS
HHGREGG
COST PLUS
STAPLES
TJ MAXX
BELK
VALUE CITY
HOBBY LOBBY
WESTFIELD PLAZA
ASSOCIATES
TOYS “R” US
BEST BUY
CARLE CLINIC
DICK’S SPORTING GOODS
RAINBOW SHOPS
2021
2014
2013
2017
2016
2015
2010
2015
2014
2009
2009
2015
2012
2013
2016
2011
2056
2029
2033
GOODYEAR TIRE
OFF BROADWAY SHOE
WAREHOUSE
RUGGED WEARHOUSE
2027
BED BATH & BEYOND
2031
2030
2015
2035
2019
2019
2052
DOLLAR TREE
MARSHALLS
HHGREGG
GOLFSMITH
OFFICEMAX
2045
BARNES & NOBLE
2032
2028
2031
2021
BED BATH & BEYOND
MICHAELS
BEAUTY ONE
MONKEY JOE’S
2019
2029
BEST BUY
DOLLAR TREE
ELGIN FARMERS
PRODUCTS
OFFICEMAX
CIRCUIT CITY
MARSHALLS
HOBBY LOBBY
2015
2013
2020
2015
2017
2010
2016
2030
2023
2030
2025
BEST BUY
WALGREENS
AARON SALES & LEASE
OWNERSHIP
WALGREENS
2042
2025
2026
OLD NAVY
BORDERS BOOKS
POOL-A-RAMA
2010
2013
2013
2013
2013
2013
2019
2016
2014
2010
2014
2010
2010
2012
2022
2012
2010
2011
2024
2011
2030
2019
2018
2028
2028
2022
2034
2031
2034
2015
2024
2025
2015
2032
2022
2029
2016
2039
2018
CHUCK E CHEESE
LOYOLA UNIV. MEDICAL
CENTER
2016
2011
2026
2016
POMPEI BAKERY
2011
2021
MARSHALLS
2009
2024
OAK LAWN
OAKBROOK TERRACE
1997
1997/2001
ORLAND PARK
OTTAWA
PEORIA
ROCKFORD
1997
1970
1997
2008
Location
ROLLING MEADOWS
SCHAUMBURG
SCHAUMBURG
SKOKIE
STREAMWOOD
WOODRIDGE
INDIANA
EVANSVILLE
GREENWOOD
GRIFFITH
INDIANAPOLIS
LAFAYETTE
LAFAYETTE
MISHAWAKA
SOUTH BEND
SOUTH BEND
CLIVE
COUNCIL
BLUFFS (11)
DAVENPORT
DES MOINES
DUBUQUE
IOWA
2
6
SOUTHEAST DES MOINES
WATERLOO
KANSAS
EAST WICHITA (4)
OVERLAND PARK
WICHITA (4)
KENTUCKY
BELLEVUE
FLORENCE (7)
HINKLEVILLE
LEXINGTON
LOUISIANA
BATON ROUGE
BATON ROUGE
HARVEY
HOUMA
LAFAYETTE
MAINE
BANGOR
S. PORTLAND
MARYLAND
BALTIMORE (10)
BALTIMORE (10)
BALTIMORE (10)
BALTIMORE (5)
BALTIMORE (7)
BALTIMORE (8)
BALTIMORE (9)
BEL AIR (9)
CLARKSVILLE (10)
CLINTON
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
2003
1998
2003
1997
1998
1998
1986
1970
1997
1963
1997
1971
1998
1997
1998
1996
2006
1997
1999
1997
1996
1996
1996
2006
1998
1976
2004
1994
1993
2005
1997
2008
1999
1997
2001
2008
2007
2007
2007
2005
2004
2005
2004
2004
2007
2003
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
GROUND LEASE
(2028)
FEE
GROUND LEASE
(2019)
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
GROUND LEASE
(2039)
FEE
CJV
FEE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
GROUND LEASE
(2069)
3.72
7.30
62.99
5.84
5.61
13.10
14.20
25.68
10.57
17.42
24.34
12.37
7.47
14.59
1.82
8.80
56.20
9.10
23.00
6.50
9.56
8.97
6.50
14.48
13.50
6.04
8.18
1.96
33.80
9.43
18.58
14.90
10.10
21.94
8.64
12.46
7.31
10.60
18.37
5.78
7.59
10.73
7.45
19.68
15.19
2.62
37,225
100.0
FAIR LANES ROLLING
MEADOWS
—
628,752
58,455
81,000
172,436
192,933
168,577
114,684
165,255
238,288
90,500
80,523
145,992
81,668
90,000
303,000
#DIV/0!
98.5
100.0
100.0
86.7
82.8
86.4
100.0
96.7
74.4
92.9
100.0
97.1
100.0
100.0
48.8
GALYAN’S TRADING
COMPANY
MARSHALLS
VALUE CITY
WOODGROVE
THEATERS, INC
BURLINGTON COAT
FACTORY
BABY SUPERSTORE
KMART
KROGER
HOME DEPOT
KROGER
HHGREGG
BED BATH & BEYOND
MENARD
KMART
HOBBY LOBBY
91,035
100.0
KMART
149,059
82,979
111,847
104,074
96,011
120,164
133,771
53,695
99,578
85,229
83.4
100.0
100.0
100.0
100.0
100.0
100.0
100.0
67.7
0.0
BEST BUY
SHOPKO
HOME DEPOT
HOBBY LOBBY
DICK’S SPORTING
GOODS
HOME DEPOT
BEST BUY
KROGER
DICK’S SPORTING
GOODS
234,943
93.6
BEST BUY
67,755
349,907
181,660
98,586
244,768
90.6
98.4
77.5
100.0
85.3
WAL-MART
BURLINGTON COAT
FACTORY
BEST BUY
OLD NAVY
STEIN MART
86,422
100.0
98,401
89.2
BURLINGTON COAT
FACTORY
DSW SHOE WAREHOUSE
77,287
112,722
152,834
58,879
79,497
90,830
90,903
125,927
105,907
5,589
100.0
100.0
100.0
100.0
100.0
87.9
98.1
100.0
98.3
100.0
SUPER FRESH
SAFEWAY
KMART
CORT FURNITURE
RENTAL
GIANT FOOD
GIANT FOOD
GIANT FOOD
SAFEWAY
GIANT FOOD
2013
2013
2010
2015
2012
2012
2011
2024
2026
2026
2026
2018
2015
2010
2021
2023
2024
2013
2018
2020
2014
2018
2010
2010
2010
2018
2014
2024
2009
2017
2009
2010
2012
2012
2021
2016
2010
2012
2016
2011
2026
2030
2017
2021
2054
2066
2056
2056
2038
2040
2030
2051
2038
2054
2022
2019
2065
2024
2038
CARSON PIRIE SCOTT
2025
2030
2022
OLD NAVY
KOHL’S
2027
OFFICEMAX
TOYS “R” US
AJ WRIGHT
JO-ANN FABRICS
2021
2010
2010
2012
2011
2012
2014
2071
LOEWS THEATRES
2019
2039
2015
2030
SHOE CARNIVAL
2014
2019
2027
FAMOUS FOOTWEAR
2056
TJ MAXX
2027
2020
CVS
2010
2015
2021
2025
2031
DSW SHOE WAREHOUSE
2020
2035
PETSMART
2015
2030
BED BATH & BEYOND
2019
2039
PETSMART
2018
2043
OFFICEMAX
2013
2018
PETSMART
2017
2042
TJ MAXX
2033
GORDMANS
2014
2012
2024
SHOE CARNIVAL
2015
2025
2032
TJ MAXX
2010
2020
MICHAELS
2010
2025
2050
2025
2035
2033
2024
BED BATH & BEYOND
2013
2038
TOYS “R” US
2013
2038
2034
2024
2032
2014
2020
2032
STEIN MART
LINENS N THINGS
OFFICEMAX
TJ MAXX
2011
2012
2013
2014
2016
K&G MEN’S COMPANY
2032
2028
2019
BARNES & NOBLE
MICHAELS
PETSMART
2017
2012
2014
2014
2032
2022
2019
2039
2027
DOLLAR TREE
2015
2025
GUITAR CENTER
2016
2026
2061
2046
2055
2022
2031
2036
2051
2060
2027
RITE AID
SALVO AUTO PARTS
2011
2009
2026
2019
DOLLAR TREE
2013
2028
CVS
2021
2041
DOLLAR TREE
2018
2028
Location
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
2
7
CLINTON
COLUMBIA
COLUMBIA
COLUMBIA
COLUMBIA (10)
COLUMBIA (5)
COLUMBIA (5)
COLUMBIA (5)
COLUMBIA (9)
EASTON (7)
ELLICOTT CITY (3)
ELLICOTT CITY (5)
ELLICOTT CITY (7)
FREDRICK COUNTY
GAITHERSBURG
GAITHERSBURG (3)
GLEN BURNIE (9)
HAGERSTOWN
HUNT VALLEY
LAUREL
LAUREL
LINTHICUM
NORTH EAST (10)
OWINGS MILLS (9)
PASADENA
PERRY HALL
PERRY HALL (7)
TIMONIUM
TIMONIUM (10)
TOWSON (7)
TOWSON (9)
WALDORF
WALDORF
MASSACHUSETTS
GREAT BARRINGTON
HYANNIS (7)
MARLBOROUGH
PITTSFIELD (7)
QUINCY (9)
SHREWSBURY
STURBRIDGE (5)
MICHIGAN
CLARKSTON
CLAWSON
FARMINGTON
KALAMAZOO
LIVONIA
MUSKEGON
NOVI
TAYLOR
TROY (9)
WALKER
MINNESOTA
ARBOR LAKES
HASTINGS (3)
MAPLE GROVE (4)
MINNETONKA (4)
2003
2002
2002
2002
2007
2006
2006
2006
2005
2004
2007
2006
2004
2003
1999
2007
2004
1973
2008
1972
1964
2003
2007
2004
2003
2003
2004
2003
2007
2004
2004
2003
2003
1994
2004
2004
2004
2005
2000
2006
1996
1993
1993
2002
1968
1985
2003
1993
2005
1993
2006
2007
2001
1998
GROUND LEASE
(2024)
JOINT VENTURE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
GROUND LEASE
(2030)
FEE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
2.62
5.00
2.50
7.30
12.17
12.34
16.36
7.32
—
11.06
42.47
15.50
31.80
8.38
8.70
6.60
21.88
10.48
9.05
10.00
8.06
—
17.52
11.03
2.72
15.67
8.15
17.20
5.97
9.08
43.12
—
—
14.14
23.16
16.11
12.97
7.96
12.19
23.11
20.00
13.47
2.78
60.00
4.53
12.20
6.00
13.00
24.00
41.78
44.40
10.18
63.00
12.10
2,544
50,000
14,384
32,075
98,399
91,165
100,803
73,299
6,780
113,330
433,467
86,456
143,548
86,968
88,277
71,329
265,116
121,985
94,653
81,550
75,924
1,926
80,190
116,303
38,727
149,641
65,059
201,380
59,799
88,405
679,926
4,500
26,128
131,235
231,622
104,125
72,014
80,510
108,418
231,197
148,973
130,424
96,915
279,343
33,121
79,215
60,000
141,549
223,050
338,928
474,062
97,535
466,325
120,231
100.0
100.0
100.0
93.7
100.0
100.0
100.0
93.1
100.0
98.9
93.1
100.0
100.0
98.3
100.0
100.0
100.0
99.1
91.3
100.0
97.7
100.0
100.0
95.8
81.0
98.3
100.0
90.6
89.2
20.0
99.8
100.0
100.0
94.0
94.6
100.0
100.0
100.0
100.0
87.5
85.5
93.6
91.6
93.5
100.0
100.0
100.0
100.0
100.0
97.0
97.3
100.0
92.3
98.5
MICHAELS
DAVID’S NATURAL
MARKET
HARRIS TEETER
SAFEWAY
GIANT FOOD
OLD NAVY
GIANT FOOD
TARGET
GIANT FOOD
SAFEWAY
GIANT FOOD
GREAT BEGINNINGS
FURNITURE
RUGGED WEARHOUSE
LOWE’S HOME CENTER
ZEYNA FURNITURE
GIANT FOOD
ROOMSTORE
VILLAGE THRIFT STORE
FOOD LION
GIANT FOOD
BRUNSWICK (LEISERV)
BOWLING
SUPER FRESH
GIANT FOOD
AMERICAN RADIOLOGY
CVS
WAL-MART
FAIR LANES WALDORF
KMART
SHAW’S SUPERMARKET
BEST BUY
STOP & SHOP
HANNAFORD
BOB’S STORES
STOP & SHOP
FARMER JACK
STAPLES
OFFICE DEPOT
HOBBY LOBBY
CVS
MICHAELS
KOHL’S
WAL-MART
RUBLOFF
DEVELOPMENT
LOWE’S HOME CENTER
CUB FOODS
BYERLY’S
TOYS “R” US
2013
2014
2028
2018
2012
2013
2024
2016
2014
2012
2026
2011
2013
2019
2018
2013
2014
2010
2018
2020
2010
2022
2029
2012
2016
2020
2012
2011
2018
2019
2014
2009
2018
2019
2015
2011
2016
2013
2033
2016
2022
2021
2016
2025
2023
2020
2016
2033
2019
2058
2043
2022
2054
2046
2019
2042
2056
2021
2018
2059
2028
2033
2038
2045
2062
2079
2027
2046
2005
2017
2016
2028
2034
2044
2034
2033
2049
2045
2026
2031
2023
2083
2036
2042
2051
2051
2075
2053
2035
2031
HOME GOODS
2011
2021
FASHION BUG
KOHL’S
PETCO
FURNITURE 4 LESS
HANCOCK FABRICS
GIANT FOOD
SUPER SHOE
2012
2018
2011
2010
2011
2015
2011
2038
SAFEWAY
2016
2046
2021
2016
2025
2016
OLD COUNTRY BUFFET
ALDI
2011
2016
2021
2031
DOLLAR TREE
2010
2015
OLD COUNTRY BUFFET
2014
2019
MERRITT ATHLETIC
CLUB
2010
2015
RITE AID
2010
2035
ACE HARDWARE
2016
2031
STAPLES
2020
2045
TARGET
2014
2049
SUPER FRESH
2019
2049
PRICE CHOPPER
TOYS “R” US
DSW SHOE WAREHOUSE
BROOKS PHARMACY
BED BATH & BEYOND
MARSHALLS
OFFICE DEPOT
ALDI
ACE HARDWARE
VALUE CITY
HOME GOODS
BABIES R US
MARSHALLS
KOHL’S
2016
2019
2014
2017
2012
2011
2016
2028
2017
2020
2011
2017
2012
2017
2036
2029
2034
2047
2032
2026
2031
2043
2027
2040
2026
2043
2027
2037
HOME GOODS
BORDERS BOOKS
STAPLES
STAPLES
CVS
RITE AID
FITNESS 19
MARSHALLS
PARTY AMERICA
LOEKS THEATRES
DICK’S SPORTING GOODS
2017
2037
CIRCUIT CITY
BEST BUY
GOLFSMITH GOLF
CENTER
2015
2013
2030
2018
JO-ANN FABRICS
OFFICEMAX
2010
2019
2011
2016
2010
2026
2015
2010
2009
2012
2017
2010
2011
2020
2034
2021
2031
2020
2046
2025
2030
2042
2037
2030
2
8
Location
MISSOURI
BRIDGETON
CRYSTAL CITY
ELLISVILLE
INDEPENDENCE
JOPLIN
JOPLIN (4)
KANSAS CITY
KIRKWOOD
LEMAY
MANCHESTER (4)
SPRINGFIELD
SPRINGFIELD
SPRINGFIELD
ST. CHARLES
ST. CHARLES
ST. LOUIS
ST. LOUIS
ST. LOUIS
ST. LOUIS
ST. LOUIS
ST. LOUIS
ST. PETERS
MISSISSIPPI
HATTIESBURG (11)
HATTIESBURG (11)
JACKSON
NEBRASKA
OMAHA (11)
NEVADA
CARSON CITY (3)
ELKO (3)
HENDERSON
HENDERSON (3)
LAS VEGAS (3)
LAS VEGAS (3)
LAS VEGAS (3)
LAS VEGAS (3)
LAS VEGAS (3)
LAS VEGAS (3)
LAS VEGAS (3)
RENO
RENO
RENO (3)
RENO (3)
RENO (5)
RENO (5)
RENO (5)
SPARKS
SPARKS (5)
WINNEMUCCA (3)
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
1997
1997
1970
1998
1998
1998
1997
1990
1974
1998
1998
2002
1994
1998
1998
1972
1997
1997
1997
1998
1998
1997
2007
2004
2002
2005
2006
2006
1999
2006
2007
2007
2006
2006
2006
2007
2006
2006
2006
2006
2006
2007
2007
2007
2007
2007
2006
GROUND LEASE
(2040)
GROUND LEASE
(2032)
FEE
FEE
FEE
JOINT VENTURE
FEE
GROUND LEASE
(2069)
FEE
JOINT VENTURE
GROUND LEASE
(2087)
FEE
FEE
GROUND LEASE
(2039)
FEE
FEE
GROUND LEASE
(2056)
GROUND LEASE
(2040)
GROUND LEASE
(2035)
FEE
FEE
GROUND LEASE
(2094)
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
27.29
10.07
18.37
21.03
12.57
9.45
17.84
19.75
9.79
9.55
18.50
8.49
41.50
8.44
36.87
13.11
19.66
16.33
37.71
17.54
11.39
14.77
3.50
49.40
5.00
55.30
9.38
31.28
32.10
10.49
16.10
34.45
16.40
21.08
9.35
34.81
6.97
3.05
2.68
10.42
12.28
15.52
13.20
14.52
10.31
10.31
4.82
101,592
100.0
KOHL’S
100,724
100.0
KMART
118,080
100.0
SHOP N SAVE
184,870
155,416
80,524
150,381
100.0
76.6
100.0
100.0
KMART
HASTINGS BOOKS
SHOPKO
HOME DEPOT
251,524
100.0
HOBBY LOBBY
79,747
89,305
203,384
84,916
282,619
84,460
8,000
129,093
151,540
100.0
100.0
100.0
100.0
92.1
100.0
100.0
93.4
100.0
SHOP N SAVE
KOHL’S
KMART
BED BATH & BEYOND
BEST BUY
KOHL’S
SHOP N SAVE
HOME DEPOT
128,765
100.0
KMART
172,165
100.0
KMART
176,273
113,781
175,121
30,000
272,000
100.0
100.0
98.6
50.0
94.9
50,000
100.0
BURLINGTON COAT
FACTORY
KOHL’S
HOBBY LOBBY
ASHLEY FURNITURE
HOMESTORE
MICHAELS
334,000
42.2
MARSHALLS
114,258
170,756
166,499
130,773
160,842
333,234
169,160
228,279
111,245
86.2
96.5
87.1
80.3
53.2
85.0
85.9
81.5
91.1
RALEY’S
RALEY’S
COLLEEN’S CLASSIC
CONSIGNMENT
ALBERTSONS
OFFICEMAX
VONS
FOOD 4 LESS
UA THEATRES
VONS
361,486
96.4
WAL-MART
77,650
36,627
31,317
139,554
113,376
120,004
104,319
146,501
119,601
113,743
65,424
98.7
87.9
83.5
98.4
93.6
95.0
97.2
100.0
97.1
92.4
100.0
ALBERTSONS
PIER 1 IMPORTS
SAK ‘N SAVE
SCOLARI’S WAREHOUSE
MARKET
RALEY’S
RALEY’S
BED BATH & BEYOND
SAFEWAY
RALEY’S
RALEY’S
2010
2024
2017
2024
2009
2018
2010
2014
2020
2018
2024
2013
2011
2019
2017
2026
2024
2024
2009
2018
2014
2016
2014
2016
2012
2017
2013
2009
2011
2011
2011
2017
2009
2012
2021
2019
2022
2021
2022
2030
2015
2028
2023
2015
2020
2032
2032
2054
2014
2038
2050
2024
2065
2038
2054
2028
2026
2039
2082
2056
2040
2ND WIND EXERCISE
EQUIPMENT
THE TILE SHOP
OFFICEMAX
THE LEATHER
COLLECTION
HEMISPHERES
DOLLAR GENERAL
OFFICE DEPOT
MARSHALLS
JCPENNEY
2011
2014
2010
2013
2014
2009
2020
2012
2015
2016
2024
2025
2019
OFFICE DEPOT
PETSMART
2012
2009
2032
2034
2024
SPORTS AUTHORITY
2014
2029
2030
PACE-BATTLEFIELD, LLC
2027
2020
BORDERS BOOKS
TJ MAXX
2017
2023
2011
2047
2038
2021
OFFICE DEPOT
2015
2025
2035
K&G MEN’S COMPANY
2024
BIG LOTS
2038
2024
CLUB FITNESS
SPORTS AUTHORITY
2026
2034
ROSS DRESS
FOR LESS
MARSHALLS
2036
OFFICEMAX
2027
2032
2023
2039
2021
2041
2036
2037
2034
2037
2046
2029
BUILDERS MART
BIG LOTS
DOLLAR DISCOUNT
CENTER
CARPETS-N-MORE
HOLLYWOOD VIDEO
OFFICEMAX
DOLLAR TREE
COLLEENS CLASSICS
CONSIGNMENT
2017
2015
2014
2014
2016
2014
2017
2011
2016
2015
2015
2011
2012
2011
2010
2027
2030
OFFICE DEPOT
2010
2019
2024
2029
OFFICE DEPOT
2019
2041
BED BATH & BEYOND
2016
2041
2024
2032
PETSMART
2017
2042
2016
2036
CINEMA 4 THEATRES
SAVERS
2025
2025
2016
2032
2016
TJ MAXX
BARNES & NOBLE
FURNITURE MAXX
FACTORY OUTLET
24 HOUR FITNESS
2012
2016
2010
2012
2013
2012
2036
2020
2027
2018
2022
2052
WENDY’S
2009
2023
SHELL OIL
WILD OATS MARKETS
LONGS DRUGS
2012
2023
2054
2037
2060
2030
2058
2038
2035
2022
2038
BORDERS BOOKS
2014
2034
Location
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
NEW HAMPSHIRE
MILFORD
NASHUA (7)
NEW LONDON
SALEM
NEW JERSEY
BAYONNE
BRIDGEWATER (4)
CHERRY HILL
CHERRY HILL
CHERRY HILL (10)
CINNAMINSON
DELRAN (4)
DELRAN (4)
EAST WINDSOR
EDGEWATER (3)
HILLSBOROUGH
HOLMDEL
HOLMDEL
LINDEN
LITTLE FERRY
MOORESTOWN (6)
NORTH BRUNSWICK
2
9
PISCATAWAY
RIDGEWOOD
UNION COUNTY
WAYNE (6)
WESTMONT
NEW MEXICO
ALBUQUERQUE
ALBUQUERQUE
ALBUQUERQUE
LAS CRUCES
NEW YORK
AMHERST
BAYSHORE
BELLMORE
BRIDGEHAMPTON
BRONX
BRONX
BROOKLYN
BROOKLYN
BROOKLYN
BROOKLYN
BROOKLYN
BROOKLYN (4)
BUFFALO
CENTEREACH
CENTEREACH
CENTRAL ISLIP (11)
COMMACK
COMMACK
COPIAGUE (4)
ELMONT
ELMONT
FARMINGDALE (5)
FLUSHING
2008
2004
2005
1994
2004
2001
1985
1996
2007
1996
2005
2000
2008
2007
2005
2007
2007
2002
2008
2004
1994
1998
1994
2007
2004
1994
1998
1998
1998
2006
1988
2006
2004
1973
1990
2005
2005
2004
2004
2003
2003
2000
1988
1993
2006
2004
1998
2007
1998
2007
2004
2006
2007
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
GROUND LEASE
(2036)
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
LP
FEE
FEE
FEE
LSH
GROUND LEASE
(2066)/JOINT
VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
GROUND LEASE
(2101)/JOINT
VENTURE
GROUND LEASE
(2085)
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
17.28
18.23
9.53
39.80
0.64
16.57
18.58
15.20
48.04
13.67
9.50
10.46
34.77
45.65
5.04
38.82
48.58
0.88
14.42
22.74
38.12
9.60
2.71
3.52
19.21
17.39
4.77
26.00
4.70
3.90
7.50
15.90
1.36
30.20
19.50
0.10
0.18
2.92
0.24
0.42
0.17
5.13
9.19
40.68
10.50
11.80
35.70
2.46
15.40
1.29
1.81
56.51
—
Percent
Leased
(1)
94.9
95.6
97.7
100.0
100.0
100.0
93.9
100.0
100.0
84.1
45.4
100.0
98.1
100.0
100.0
84.0
92.9
100.0
27.7
100.0
148,802
182,348
106,470
344,069
23,901
378,567
120,340
129,809
209,185
121,852
37,679
77,583
249,029
423,315
55,552
234,557
299,922
13,340
144,262
201,351
SHAW’S SUPERMARKET
DSW SHOE WAREHOUSE
HANNAFORD BROS.
KOHL’S
DOLLAR TREE
COSTCO
STOP & SHOP
KOHL’S
KOHL’S
VF OUTLET
PETSMART
TARGET
TARGET
KMART
BEST BUY
A&P
STRAUSS DISCOUNT
AUTO
HAR SUPERMARKETS
LOWE’S HOME CENTER
425,362
100.0
WAL-MART
97,348
24,280
95,225
331,528
168,719
59,722
183,736
37,442
30,686
101,066
176,622
24,802
287,587
232,683
3,720
5,200
41,076
29,671
10,000
7,500
80,708
141,010
377,584
105,851
58,000
97.2
100.0
100.0
100.0
87.9
95.0
91.1
96.7
0.0
100.0
98.6
100.0
99.5
92.9
100.0
100.0
100.0
100.0
100.0
100.0
100.0
94.6
99.6
100.0
100.0
SHOPRITE
WHOLE FOODS MARKET
BEST BUY
COSTCO
SUPER FRESH
PAGE ONE
MOVIES WEST
PETSMART
TOPS SUPERMARKET
BEST BUY
RITE AID
KMART
NATIONAL
AMUSEMENTS
DUANE READE
DUANE READE
RITE AID
HOME DEPOT
TOPS SUPERMARKET
WAL-MART
PATHMARK
265,409
78.5
KING KULLEN
24,617
163,999
12,900
27,078
415,469
22,416
100.0
100.0
100.0
100.0
98.6
100.0
DEAL$
HOME DEPOT
CVS
DUANE READE
HOME DEPOT
FRUIT VALLEY PRODUCE
2022
2011
2025
2013
2014
2019
2016
2016
2018
2009
2016
2027
2022
2012
2018
2013
2023
2009
2026
2018
2014
2015
2024
2009
2017
2009
2011
2017
2013
2016
2014
2019
2011
2014
2014
2019
2022
2012
2015
2020
2017
2018
2011
2033
2014
2030
2011
2052
2031
2050
2049
2036
2036
2068
2019
2026
2067
2042
2047
2033
2043
2033
2014
2066
2058
2024
2030
2039
2044
2081
2013
2021
2037
2033
2031
2039
2036
RITE AID
BED BATH & BEYOND
FIRST COLONIAL
SHAW’S SUPERMARKET
BED BATH & BEYOND
RETROFITNESS
PLANET FITNESS
SPORTS AUTHORITY
ACME MARKETS
OFFICE DEPOT
GENUARDI’S
PATHMARK
MICHAELS
MARSHALLS
2014
2012
2028
2018
2010
2013
2017
2019
2047
2016
2026
2016
2013
2013
2029
2032
2038
2030
2020
2027
MICHAELS
MACKENNA’S
BOB’S STORES
2012
2012
2011
2027
2017
2021
MARSHALLS
2009
2024
2034
BABIES R US
2013
2033
2026
2056
2041
2033
2028
SLEEPY’S
TJ MAXX
TJ MAXX
BARNES & NOBLE
LA FITNESS
2012
2011
2012
2017
2021
2022
2026
2022
2032
2036
SPORTS AUTHORITY
2013
2033
BALLY TOTAL FITNESS
2012
2022
BURLINGTON COAT
FACTORY
WHOLE FOODS MARKET
LACKLAND STORAGE
SUPER FITNESS
WALGREENS
ROSS DRESS
FOR LESS
TOYS “R” US
KING KULLEN
WALDBAUMS
2012
2028
2012
2009
2027
2011
2013
2015
2011
MARSHALLS
2012
2027
2058
2032
SPORTS AUTHORITY
JO-ANN FABRICS
2012
2012
2032
2021
VALLEY FURNITURE
2017
2043
OFFICE DEPOT
2035
2046
TJ MAXX
OFFICE OF HEARING
2011
2012
2009
2026
2017
PC RICHARD & SON
2018
2028
2051
2037
2044
2050
WALGREENS
PETSMART
BIG LOTS
ACE HARDWARE
2030
2017
2011
2017
2032
2021
2027
FASHION BUG
MODELL’S
2010
2019
2025
2029
2047
SPORTS AUTHORITY
2017
2037
BABIES R US
2023
2043
2028
2056
2040
BALLY TOTAL FITNESS
2009
2018
2075
DAVE & BUSTER’S
2010
2025
PETSMART
2018
2028
3
0
Location
FRANKLIN SQUARE
FREEPORT (4)
GLEN COVE (4)
HAMPTON BAYS
HARRIMAN (5)
HEMPSTEAD (4)
HICKSVILLE
HOLTSVILLE
HUNTINGTON
JAMAICA
JERICHO
JERICHO
JERICHO
JERICHO
LATHAM (4)
LAURELTON
LEVITTOWN
LITTLE NECK
MANHASSET
MASPETH
MERRICK (4)
MIDDLETOWN (4)
MINEOLA
MUNSEY PARK (4)
NESCONSET (6)
NORTH MASSAPEQUA
OCEANSIDE
PLAINVIEW
POUGHKEEPSIE
QUEENS VILLAGE
ROCHESTER
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND (4)
SYOSSET
WESTBURY (6)
WHITE PLAINS
YONKERS
YONKERS
NORTH CAROLINA
CARY
CARY
CARY (4)
CHARLOTTE
CHARLOTTE
CHARLOTTE
DURHAM
DURHAM (4)
FRANKLIN
KNIGHTDALE (11)
MOORSEVILLE
MORRISVILLE
PINEVILLE (9)
RALEIGH
RALEIGH (11)
RALEIGH (11)
WINSTON-SALEM
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
2004
2000
2000
1989
2007
2000
2004
2007
2007
2005
2007
2007
2007
2007
1999
2005
2006
2003
1999
2004
2000
2000
2007
2000
2004
2004
2003
1969
1972
2005
1993/1988
1997
2005
2006
1989
2000
1967
2004
2004
2005
1995
1998
2000
2001
1968
1986
1993
1996
2002
1998
2005
2007
2008
2003
1993
2003
2006
1969
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
GROUND LEASE
(2045)
FEE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
GROUND LEASE
(2033)
FEE
GROUND LEASE
(2070)
FEE
FEE
FEE
GROUND LEASE
(2072)
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
GROUND LEASE
(2048)
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
1.37
9.60
2.97
8.17
52.90
1.40
2.50
0.80
0.91
0.32
—
2.51
5.70
6.39
89.41
0.23
4.72
3.54
9.60
1.05
7.78
10.10
2.67
6.00
5.88
2.00
0.28
6.98
20.03
0.50
18.55
7.00
5.49
23.90
16.70
14.44
2.49
30.14
2.45
0.88
4.10
10.90
10.60
40.31
13.50
18.47
13.96
13.12
39.50
2.63
24.70
29.32
24.22
39.10
35.94
35.40
8.80
13.15
17,864
173,031
49,346
70,990
227,939
13,905
35,581
1,595
9,900
5,770
2,085
105,851
57,013
63,998
616,130
7,435
47,214
48,275
188,608
22,500
107,871
80,000
26,780
72,748
55,580
29,610
100.0
97.6
100.0
100.0
86.4
100.0
100.0
100.0
100.0
100.0
100.0
100.0
97.4
100.0
99.5
100.0
100.0
100.0
78.7
100.0
98.9
56.3
79.5
100.0
48.6
100.0
DUANE READE
STOP & SHOP
STAPLES
MACY’S
KOHL’S
WALGREENS
DUANE READE
MILLERIDGE INN
W.R. GRACE
WHOLE FOODS MARKET
SAM’S CLUB
FILENE’S BASEMENT
FILENE’S
DUANE READE
WALDBAUMS
BEST BUY
CVS
BED BATH & BEYOND
BOB’S FURNITURE
DUANE READE
—
88,422
#DIV/0!
98.7
FAIRWAY STORES
167,668
14,649
185,153
101,337
47,270
341,719
210,825
190,131
32,124
398,602
24,277
10,329
43,560
102,787
86,015
315,797
110,300
233,759
95.6
100.0
32.0
97.1
100.0
97.8
98.3
95.8
96.3
100.0
100.0
100.0
100.0
83.4
100.0
100.0
56.5
94.7
STOP & SHOP
STRAUSS DISCOUNT
AUTO
TOPS SUPERMARKET
KING KULLEN
STAPLES
KMART
KMART
TJ MAXX
NEW YORK SPORTS
CLUB
COSTCO
DUANE READE
STRAUSS DISCOUNT
AUTO
SHOPRITE
LOWES FOOD
BED BATH & BEYOND
BJ’S
TJ MAXX
ROSS DRESS FOR LESS
139,269
89.9
BI-LO
116,186
408,292
26,326
186,000
172,161
169,901
269,710
362,945
103,000
10,000
132,190
92.4
92.2
100.0
99.5
100.0
98.5
91.5
91.6
91.3
90.0
84.5
TJ MAXX
WAL-MART
BILL HOLT FORD
ROSS DRESS FOR LESS
BEST BUY
CARMIKE CINEMAS
KMART
GOLFSMITH GOLF &
TENNIS
FOOD LION
HARRIS TEETER
2014
2025
2014
2015
2023
2059
2014
2022
2014
2025
2013
2021
2011
2014
2013
2016
2011
2012
2019
2014
2017
2020
2015
2009
2011
2013
2012
2011
2010
2016
2009
2014
2015
2013
2017
2010
2020
2012
2015
2009
2019
2015
2016
2017
2018
2017
2017
2017
2023
2016
2042
2019
2040
2043
2041
2031
2026
2022
2029
2037
2049
2025
2024
2031
2018
2017
2025
2021
2029
2025
2003
TOYS “R” US
ANNIE SEZ
PETCO
STAPLES
DOLLAR TREE
WAL-MART
DSW SHOE WAREHOUSE
KING KULLEN
ANNIE SEZ
2020
2011
2018
2013
2018
2013
2021
2024
2011
MARSHALLS
2011
2016
MICHAELS
2012
2027
2040
2026
2028
2028
2028
2043
HOME DEPOT
2031
2071
2036
2052
MICHAELS
2014
2029
2021
WHOLE FOODS MARKET
2011
2021
BIG LOTS
2012
2017
KING KULLEN
PATHMARK
NATIONAL WHOLESALE
LIQUIDATORS
2012
2011
2010
2037
2021
2030
TOYS “R” US
MICHAELS
2015
2011
2031
2043
WAL-MART
2019
2069
MARSHALLS
2014
2024
2025
2028
2037
2014
2040
2017
2035
DICK’S SPORTING GOODS
KOHL’S
CVS
K&G MEN’S COMPANY
2029
RUGGED WEARHOUSE
2029
2035
2041
2037
2038
2027
2067
2027
JO-ANN FABRICS
BEST BUY
BED BATH & BEYOND
BED BATH & BEYOND
FOOD LION
STEIN MART
BED BATH & BEYOND
2043
ACE HARDWARE
2041
DOLLAR TREE
2014
2022
2015
2013
2013
2010
2011
2017
2018
2019
2012
2016
2022
2011
PETSMART
OFFICEMAX
DECORATORS
WAREHOUSE
MARSHALLS
MICHAELS
STAPLES
STEIN MART
TJ MAXX
ROSS DRESS
FOR LESS
2029
2001
2035
2018
2018
2020
2026
2037
2038
2039
2036
2037
2016
2016
2009
2012
2011
2016
2022
2017
2013
2016
2036
2024
2022
2026
2036
2037
2037
2018
2036
Location
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
PAT CATANS CRAFTS
2013
ESSENCE BEAUTY MART
2014
3
1
OHIO
AKRON
AKRON
BARBERTON
BEAVERCREEK
BRUNSWICK
CAMBRIDGE
CANTON
CENTERVILLE
CINCINNATI
CINCINNATI
CINCINNATI
CINCINNATI
CINCINNATI
CINCINNATI (4)
COLUMBUS
COLUMBUS
COLUMBUS
COLUMBUS
COLUMBUS (4)
COLUMBUS (4)
DAYTON
DAYTON
DAYTON
HUBER HEIGHTS (4)
KENT
MENTOR
MENTOR
MIAMISBURG
MIDDLEBURG HEIGHTS
NORTH OLMSTEAD
SHARONVILLE
SPRINGDALE (4)
TROTWOOD
UPPER ARLINGTON
WESTERVILLE
WICKLIFFE
WILLOUGHBY HILLS
OKLAHOMA
OKLAHOMA CITY
OKLAHOMA CITY
OREGON
ALBANY
ALBANY (3)
CANBY (3)
CLACKAMAS (3)
GRESHAM (3)
GRESHAM (3)
GRESHAM (3)
GRESHAM (3)
HILLSBORO (3)
HILLSBORO (3)
HOOD RIVER (3)
MEDFORD (3)
1988
1975
1972
1986
1975
1997
1972
1988
1988
1999
2000
1988
1988
2000
1988
1988
1988
1988
1998
2002
1988
1984
1969
1999
1988/1995
1988
1987
1999
1988
1988
1977
2000
1988
1969
1993
1995
1988
1998
1997
2006
2006
2006
2007
2006
2006
2006
2006
2008
2006
2006
2006
FEE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
GROUND LEASE
(2054)
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
GROUND LEASE
(2076)/JOINT
VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
24.50
6.91
9.97
18.19
20.00
13.08
19.60
15.20
8.80
16.70
8.83
29.20
11.60
36.65
12.40
17.90
13.70
12.40
12.13
36.48
11.21
32.06
22.82
40.00
17.60
25.00
20.59
0.60
8.20
11.70
14.99
21.96
16.86
13.28
11.20
10.00
28.30
19.80
9.75
3.81
13.27
9.11
23.66
7.98
0.70
19.82
25.56
20.00
20.00
8.32
30.14
138,363
75,866
101,801
97,307
171,223
78,065
172,419
125,058
121,242
89,742
88,317
308,277
223,731
410,010
135,650
129,008
142,743
191,089
112,862
269,201
116,374
213,853
163,131
318,468
106,500
235,577
103,910
6,000
104,342
99,862
121,105
253,510
141,616
160,702
83,848
128,180
295,653
233,797
103,027
22,700
109,891
115,701
236,672
92,711
100.0
100.0
95.1
94.2
96.6
88.7
87.1
100.0
100.0
92.1
100.0
100.0
99.3
92.4
100.0
100.0
100.0
100.0
87.9
98.3
7.3
86.9
80.4
93.6
97.2
95.9
97.6
57.5
100.0
100.0
92.6
74.8
100.0
77.8
100.0
95.6
100.0
97.2
100.0
100.0
83.0
94.0
100.0
79.3
GABRIEL BROTHERS
GIANT EAGLE
GIANT EAGLE
KROGER
KMART
TRACTOR
SUPPLY CO.
BURLINGTON COAT
FACTORY
BED BATH & BEYOND
BIGGS FOODS
HOBBY LOBBY
LOWE’S HOME CENTER
WAL-MART
KOHL’S
KOHL’S
KOHL’S
KOHL’S
BORDERS BOOKS
LOWE’S HOME CENTER
VICTORIA’S SECRET
BEST BUY
ELDER BEERMAN
TOPS SUPERMARKET
GIANT EAGLE
GABRIEL BROTHERS
TOPS SUPERMARKET
GABRIEL BROTHERS
WAL-MART
TJ MAXX
MARC’S
GABRIEL BROTHERS
VF OUTLET
HOME DEPOT
ACADEMY SPORTS &
OUTDOORS
GROCERY OUTLET
RITE AID
SAFEWAY
SPORTS AUTHORITY
DOLLAR TREE
107,583
100.0
FOOD 4 LESS
208,276
264,765
210,992
260,954
108,554
335,043
99.2
91.5
88.3
95.0
100.0
91.7
WILD OATS MARKETS
G.I. JOE’S
SAFEWAY
SAFEWAY
ROSAUERS
SEARS
2010
2021
2027
2018
2010
2010
2018
2017
2016
2011
2022
2028
2011
2011
2011
2011
2018
2016
2009
2010
2014
2026
2019
2013
2026
2012
2015
2011
2015
2013
2012
2014
2014
2016
2013
2023
2014
2011
2009
2020
2037
2010
2014
2021
2014
DOLLAR GENERAL
MARC’S
2043
TJ MAXX
2032
THE TILE SHOP
URBAN ACTIVE FITNESS
BIG LOTS
HOBBY LOBBY
CIRCUIT CITY
GRANT/RIVERSIDE
METHODIST HOSP
STAPLES
KROGER
PIER 1 IMPORTS
KROGER
KROGER
BIG LOTS
KOHL’S
BURLINGTON COAT
FACTORY
BIG LOTS
2025
2041
2052
2048
2050
2020
2031
2021
2052
2031
2031
2031
2031
2038
2046
2019
2028
2044
2096
2029
2028
2096
2032
2009
2017
2012
2014
2017
2014
2015
2019
2011
2010
2031
2012
2022
2012
2013
2015
2014
2014
2027
2017
HOMETOWN BUFFET
2024
HOME 2 HOME
2010
2013
2020
2018
2027
2019
2025
2039
2020
2071
2017
2042
2038
2018
2035
2034
AJ WRIGHT
DICK’S SPORTING GOODS
2014
2016
2034
2031
TOYS “R” US
2015
2040
CARDINAL FITNESS
JO-ANN FABRICS
MARSHALLS
JO-ANN FABRICS
2017
2012
2014
2014
2027
2024
2019
KROGER
2013
2028
UNITED ART AND
EDUCATION
2016
2026
2045
HHGREGG
2021
2025
2028
2022
2044
2024
2030
2053
2083
2034
2021
2019
2033
2087
2045
2044
2039
2044
HONG KONG BUFFET
BIG LOTS
KOHL’S
GORDMANS
DOLLAR TREE
RITE AID
NORDSTROM RACK
VOLUNTEERS
OF AMERICA
CASCADE ATHLETIC
CLUB
OFFICE DEPOT
PETSMART
RITE AID
STAPLES
WALGREENS
TINSELTOWN
2012
2011
2010
2016
2013
2013
2014
2013
2012
2013
2012
2013
2010
2013
2032
2017
2017
GUITAR CENTER
2016
CVS
2036
DOLLAR GENERAL
MARCS DRUGS
2033
BEST BUY
2023
2044
2018
2017
2018
2017
2028
2040
2052
2037
AARON’S SALES &
LEASING
CANBY ACE HARDWARE
OLD NAVY
BIG LOTS
ROSS DRESS
FOR LESS
TRADER JOE’S
RITE AID
DOLLAR TREE
24 HOUR FITNESS
2019
2019
2009
2012
2013
2009
2015
2010
2012
2018
2017
2014
2011
2015
2029
2039
2017
2023
2019
2030
2017
2032
2044
2021
2026
3
2
Location
MILWAUKIE (3)
PORTLAND (3)
PORTLAND (3)
SPRINGFIELD (3)
TROUTDALE (3)
PENNSYLVANIA
ARDMORE
BLUE BELL
CARLISLE (5)
CHAMBERSBURG
CHAMBERSBURG
CHIPPEWA
EAGLEVILLE
EAST NORRITON
EAST STROUDSBURG
EASTWICK
EXTON
EXTON
FEASTERVILLE
GETTYSBURG
GREENSBURG
HAMBURG
HARRISBURG
HAVERTOWN
HORSHAM (5)
LANDSDALE
MONROEVILLE (5)
MONTGOMERY (4)
MORRISVILLE
NEW KENSINGTON
PHILADELPHIA
PHILADELPHIA
PHILADELPHIA
PHILADELPHIA
PHILADELPHIA
PHILADELPHIA
PHILADELPHIA
PITTSBURGH
PITTSBURGH (3)
PITTSBURGH (9)
POTTSTOWN (8)
RICHBORO
SCOTT TOWNSHIP
SHREWSBURY (9)
SPRINGFIELD
UPPER DARBY
WEST MIFFLIN
WHITEHALL
WHITEHALL
YORK
YORK
PUERTO RICO
BAYAMON
CAGUAS
CAROLINA
MANATI
MAYAGUEZ
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
16.34
185,859
95.3
ALBERTSONS
2007
2006
2006
2006
2006
2007
1996
2005
2008
2006
2000
2008
1984
1973
1997
1996
1999
1996
1986
2002
2000
1972
1996
2005
1996
2005
2002
1996
1986
2006
1995
1983
1998
1996
2005
1996
2004
2007
2007
2004
1986
1999
2004
1983
1996
1986
2005
1996
1986
1986
2006
2006
2006
2006
2006
GROUND LEASE
(2041)/JOINT
VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
GROUND LEASE
(2037)
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
GROUND LEASE
(2035)
FEE
FEE
GROUND LEASE
(2095)
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
GROUND LEASE
(2052)
JOINT VENTURE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
GROUND LEASE
(2081)
FEE
FEE
FEE
CJV
FEE
FEE
CJV
10.55
2.12
8.74
9.75
18.82
17.72
12.20
12.88
37.31
22.39
15.20
12.52
15.33
3.40
9.78
6.06
4.60
2.39
5.00
3.00
17.00
9.01
8.32
1.39
13.74
45.00
14.38
12.53
18.00
22.55
8.12
7.53
6.82
0.41
6.30
46.8
19.30
37.02
15.72
14.47
—
21.17
19.66
16.34
8.33
15.14
6.00
3.32
13.65
16.53
19.76
28.23
6.68
39.32
115,673
38,363
96,027
90,137
320,525
120,211
90,289
131,623
271,411
215,206
165,385
131,794
168,218
36,511
85,184
60,685
86,575
14,584
50,000
15,400
175,917
80,938
75,206
84,470
143,200
257,565
2,437
108,950
294,309
332,583
195,440
75,303
133,309
9,343
82,345
467,927
133,697
166,786
161,727
111,982
69,288
94,706
212,188
4,808
84,279
151,418
84,524
35,500
58,244
186,400
576,348
570,610
69,640
354,830
95.6
98.3
96.1
60.6
96.4
100.0
88.4
93.2
98.8
100.0
98.1
82.4
100.0
100.0
100.0
100.0
7.9
100.0
100.0
100.0
100.0
100.0
97.6
100.0
92.9
88.8
0.0
100.0
97.2
98.2
100.0
100.0
100.0
100.0
100.0
100.0
78.9
75.8
95.5
100.0
100.0
100.0
98.1
100.0
100.0
100.0
100.0
100.0
95.2
92.3
96.3
97.1
95.7
99.0
SAFEWAY
QFC
SAFEWAY
LAMBS THRIFTWAY
MACY’S
KOHL’S
GIANT FOOD
GIANT FOOD
KOHL’S
KMART
KMART
SHOPRITE
KMART
MERCY HOSPITAL
KOHL’S
ACME MARKETS
RITE AID
TJ MAXX
LEHIGH VALLEY
HEALTH
GANDER MOUNTAIN
KOHL’S
GIANT FOOD
KOHL’S
PETSMART
GIANT FOOD
GIANT EAGLE
SEARS
TARGET
JCPENNEY
NORTHEAST AUTO
OUTLET
KMART
2013
2017
2019
2013
2021
2012
2016
2016
2040
2028
2018
2009
2022
2012
2017
2016
2015
2026
2010
2016
2013
2016
2022
2012
2019
2020
2016
2019
2030
2012
2015
2010
2047
2044
2043
2031
2032
2036
2046
2040
2058
2068
2019
2037
2022
2022
2036
2045
2046
2020
2026
2028
2036
2052
2034
2050
2033
2039
2080
2037
2050
2035
RITE AID
2015
JO-ANN FABRICS
2013
2018
DOLLAR TREE
2012
2017
BANANA REPUBLIC
HOME GOODS
WINE & SPIRITS SHOPPE
GIANT FOOD
HOME DEPOT
GENUARDI’S
JO-ANN FABRICS
WEIS MARKETS
2010
2013
2011
2027
2018
2011
2012
2009
2033
2016
2067
2068
2026
MICHAELS
DOLLAR TREE
2017
2019
2037
2029
MICHAELS
2010
2020
AMERICAN SIGNATURE
2022
2032
SUPERPETZ
2012
2021
BED BATH & BEYOND
BED BATH & BEYOND
SUPER FRESH
TOYS “R” US
2020
2016
2022
2012
2034
2030
MICHAELS
PETSMART
2009
2021
2029
2041
2047
2052
PEP BOYS
2028
2038
KOHL’S
2016
2036
ECKERD
TJ MAXX
GIANT FOOD
SUPER FRESH
WAL-MART
GIANT FOOD
VALUE CITY
BIG LOTS
GIANT FOOD
KOHL’S
GIANT FOOD
SAVE-A-LOT
AMIGO SUPERMARKET
SAM’S CLUB
KMART
GRANDE SUPERMARKET
HOME DEPOT
2013
2010
2014
2018
2032
2023
2013
2012
2014
2016
2012
2014
2027
2019
2019
2009
2026
2018
2020
2049
2058
2052
2053
2043
2032
2036
2017
2029
2047
2070
2069
STAPLES
TRACTOR SUPPLY CO.
2015
2012
2030
2027
PETSMART
TJ MAXX
2015
2009
2040
2019
STAPLES
2013
2023
JO-ANN FABRICS
2012
BARNES & NOBLE
2011
ADVANCE AUTO PARTS
OFFICEMAX
COSTCO
HOME DEPOT
2012
2015
2026
2026
2017
YALE ELECTRIC
2030
2046
2046
CHUCK E CHEESE
JCPENNEY
PUEBLO
INTERNATIONAL
2010
2013
2020
2015
2011
2023
2050
2045
2046
SAM’S CLUB
2019
2069
CARIBBEAN CINEMA
2028
2038
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
Location
PONCE
TRUJILLO ALTO
RHODE ISLAND
CRANSTON
PROVIDENCE
SOUTH CAROLINA
CHARLESTON
CHARLESTON
FLORENCE
GREENVILLE
GREENVILLE (6)
2006
2006
1998
2003
1978
1995
1997
1997
2004
NORTH CHARLESTON
2000/1997
TENNESSEE
CHATTANOOGA
CHATTANOOGA
MADISON
MADISON
MADISON (4)
MEMPHIS
MEMPHIS
MEMPHIS (3)
MEMPHIS (4)
NASHVILLE
3
3
NASHVILLE
NASHVILLE (4)
TEXAS
ALLEN
AMARILLO (4)
AMARILLO (4)
ARLINGTON
AUSTIN
AUSTIN
AUSTIN (3)
AUSTIN (3)
AUSTIN (3)
AUSTIN (4)
BAYTOWN
BROWNSVILLE (11)
COLLEYVILLE
COPPELL
CORPUS CHRISTI
DALLAS
DALLAS (3)
DALLAS (4)
EAST PLANO
FORT WORTH (11)
FRISCO (11)
GRAND
PRAIRIE (11)
2002
1973
1978
2004/2005
1999
1991
2000
2007
2001
1998
1998
1999
2006
2003
1997
1997
2003
1998
2007
2007
2007
1998
1996
2005
2006
2006
1997
1969
2007
1998
1996
2003
2006
2006
FEE
FEE
FEE
GROUND LEASE
(2072)/JOINT
VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
GROUND LEASE
(2074)
GROUND LEASE
(2039)
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
GROUND LEASE
(2065)
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
12.08
19.47
11.02
16.99
17.60
17.15
21.00
20.35
31.77
27.16
5.00
7.63
14.49
25.35
21.14
14.71
8.79
5.52
3.90
16.93
10.20
9.34
2.11
10.63
9.30
8.00
10.80
15.36
4.57
20.80
20.93
18.20
8.68
27.60
2.01
2.04
12.54
75.00
12.07
6.80
9.03
45.50
35.80
53.10
192,701
88.7
2000 CINEMA CORP.
199,513
100.0
KMART
129,907
71,735
93.7
86.5
BOB’S STORES
STOP & SHOP
161,514
186,740
113,922
148,532
295,928
94.1
100.0
95.8
96.6
83.0
HARRIS TEETER
TJ MAXX
HAMRICKS
STEVE & BARRY’S
INGLES MARKETS
266,588
91.3
SPORTS AUTHORITY
50,000
50,588
100.0
75.3
HOME GOODS
SAVE-A-LOT
175,593
99.5
OLD TIME POTTERY
240,318
189,401
167,243
87,962
55,297
40,000
172,135
109,012
99,909
21,162
142,647
343,875
96,127
108,028
157,852
45,791
138,422
213,853
191,760
98,623
243,000
20,188
20,425
125,454
29,769
171,988
83,867
100,598
316,000
286,000
302,000
90.7
70.9
62.3
100.0
79.3
100.0
86.9
95.6
57.8
100.0
94.2
99.6
100.0
100.0
98.9
100.0
98.7
98.7
45.1
100.0
52.3
100.0
100.0
100.0
100.0
86.4
100.0
100.0
77.8
62.6
64.2
JO-ANN FABRICS
DICK’S SPORTING
GOODS
TOYS “R” US
OLD TIME POTTERY
BED BATH & BEYOND
HHGREGG
TREES N TRENDS
BEST BUY
CREME DE LA CREME
ROSS DRESS
FOR LESS
HOME DEPOT
HOBBY LOBBY
FRY’S ELECTRONICS
HEB GROCERY
PRIMITIVES
RANDALLS
FOOD & DRUGS
BED BATH & BEYOND
BABIES R US
HOBBY LOBBY
TJ MAXX
CREME DE
LA CREME
CREME DE LA CREME
BEST BUY
BIG TOWN BOWLANES
CVS PHARMACY, INC.
ROSS DRESS
FOR LESS
HOME DEPOT EXPO
MARSHALLS
HOBBY LOBBY/
MARDELS
24 HOUR FITNESS
2032
2009
2013
2022
2027
2014
2011
2010
2021
2013
2010
2014
2013
2014
2017
2017
2010
2012
2018
2013
2014
2026
2012
2019
2013
2018
2011
2012
2009
2011
2012
2019
2016
2026
2026
2016
2022
2024
2012
2024
2015
2028
2022
2052
2054
2028
2072
2057
2076
2027
2029
2036
2046
2046
2030
2054
2017
2054
2035
SUPERMERCADOS
MAXIMO
PUEBLO SUPERMARKET
2026
2014
2046
DAVID’S BRIDAL
2024
FARMACIAS
EL AMAL
2021
2011
2015
MARSHALLS
2011
2021
DOLLAR TREE
2013
2028
STEIN MART
OFFICE DEPOT
STAPLES
BABIES R US
TJ MAXX
2033
CIRCUIT CITY
2020
MICHAELS
2023
WAL-MART
2024
2032
2042
2025
2027
2028
2018
2029
2046
2037
2069
2018
2048
2026
2017
2019
SAM ASH
BEST BUY
KIDS R US
ASHLEY FURNITURE
HOMESTORE
OAK FACTORY OUTLET
BED BATH & BEYOND
KOHL’S
BROKERS NATIONAL
LIFE
JO-ANN FABRICS
2021
BUY BUY BABY
WORLD MARKET
ROSS DRESS
FOR LESS
MICHAELS
2011
2011
2010
2012
2010
2019
2017
2014
2014
2014
2019
2012
2012
2012
2025
2013
2010
2018
2011
2012
2017
TUESDAY MORNING
MARSHALLS
DOLLAR TREE
ROSS DRESS
FOR LESS
MARSHALLS
2021
2018
2032
2015
2011
2013
2012
2013
TJ MAXX
OLD NAVY
2010
2009
2020
2019
2016
2016
2035
2022
2025
2029
2037
2039
2019
2029
2044
2022
BED BATH & BEYOND
OLD COUNTRY BUFFET
2032
JO-ANN FABRICS
2055
CIRCUIT CITY
2013
2011
2012
2010
2028
2016
2032
2035
2029
2026
2032
ROSS DRESS
FOR LESS
MATTRESS FIRM
2013
2015
2023
2020
2032
PETSMART
2016
2041
ROSS DRESS FOR LESS
2011
2030
BED BATH & BEYOND
2018
2033
ULTA 3
OFFICEMAX
ROSS DRESS
FOR LESS
HEMISPHERES
2047
ROSS DRESS
FOR LESS
2014
2009
2017
2023
2019
2024
2024
BIG LOTS
2012
2032
2042
OFFICE DEPOT
SPROUTS FARMERS
MARKET
MARSHALLS
2039
2021
2023
2017
2041
2037
Location
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
HARRIS
COUNTY (5)
HOUSTON
HOUSTON
HOUSTON (5)
HOUSTON (9)
LEWISVILLE
LEWISVILLE
LEWISVILLE
LUBBOCK
MESQUITE
MESQUITE
N. BRAUNFELS
NORTH
CONROE (9)
PASADENA (4)
PASADENA (4)
PLANO
RICHARDSON (4)
SOUTHLAKE
TEMPLE (5)
3
4
WEBSTER
UTAH
OGDEN
VERMONT
MANCHESTER
VIRGINIA
BURKE (7)
COLONIAL HEIGHTS
DUMFRIES (9)
FAIRFAX (3)
FAIRFAX (4)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
2005
1996
2004
2006
2006
1998
1998
1998
1998
2006
1974
2003
2006
2001
1999
2005
1998
2008
2005
2006
1967
2004
2004
1999
2005
2007
1998
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
GROUND LEASE
(2076)/JOINT
VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
2015
2019
2017
2011
2015
2019
2012
2012
2015
2014
2012
2014
2022
2012
2015
2027
2011
2021
2017
2033
2011
2020
2018
2021
2011
2023
2019
2022
2035
BARNES & NOBLE
2014
2029
PETSMART
2019
2034
2034
2022
2026
2035
2024
BED BATH & BEYOND
ROSS DRESS
FOR LESS
DSW SHOE WAREHOUSE
2027
BED BATH & BEYOND
$6 FASHION OUTLETS
OFFICEMAX
ASHLEY FURNITURE
HOMESTORE
TJ MAXX
ROSS DRESS
FOR LESS
OFFICEMAX
BALLY TOTAL FITNESS
ROSS DRESS
FOR LESS
OSHMAN SPORTING
2020
2040
2024
2037
2064
2042
2027
2030
2057
2026
2036
2027
2073
2012
2016
2018
2018
2013
2009
2012
2016
2012
2014
2009
2012
2011
2032
2036
OFFICEMAX
BED BATH & BEYOND
2028
PETLAND
2033
2018
2029
2017
2036
2032
BROYHILL HOME
COLLECTIONS
BARNES & NOBLE
PETSMART
ROSS DRESS
FOR LESS
MARSHALLS
2029
MICHAELS
2019
FOX & HOUND
2037
MARSHALLS
2021
BEL FURNITURE
2014
2016
2009
2015
2010
2009
2017
2012
2009
2012
2011
2010
2034
2041
2019
2025
2025
2026
2037
2027
2024
2022
2026
2015
2050
CVS
2021
2041
2028
BOOKS-A-MILLION
2041
2046
TJ MAXX
HOME DEPOT
2011
2014
2013
2024
2033
SPORTS AUTHORITY
2013
2039
2042
11.36
8.18
8.04
31.96
23.76
9.36
7.60
11.20
9.58
14.97
9.03
8.64
27.57
24.58
15.13
—
11.70
4.13
27.47
40.00
11.36
9.48
144,055
78.1
BEST BUY
96,500
100.0
113,831
350,398
237,634
93,668
123,560
74,837
108,326
209,766
79,550
86,479
283,463
50.7
95.1
97.0
95.3
96.9
73.4
98.0
100.0
100.0
100.0
96.5
BURLINGTON COAT
FACTORY
PALAIS ROYAL
MARSHALLS
TJ MAXX
FACTORY DIRECT
FURNITURE
BABIES R US
TALBOTS OUTLET
PETSMART
BEST BUY
KROGER
KOHL’S
FINGERS FURNITURE
240,907
99.3
BEST BUY
169,190
149,343
115,579
37,447
274,799
100.0
100.0
79.5
88.2
83.9
PETSMART
HOME DEPOT
OFFICEMAX
HOBBY LOBBY
408,899
97.9
HOBBY LOBBY
142,628
100.0
COSTCO
54,352
96.7
PRICE CHOPPERS
12.46
124,148
100.0
SAFEWAY
6.09
—
10.13
37.00
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
60,909
1,702
101,332
343,180
10,125
7,993
1,762
7,200
2,170
10,125
10,125
7,000
4,352
3,028
3,822
33,179
3,000
4,828
7,256
5,020
5,892
3,076
7,241
5,540
6,100
8,027
7,200
11,097
6,000
2,909
4,800
100.0
100.0
97.5
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
ASHLEY HOME STORES
WALGREENS
COSTCO
SHONEY’S
CVS
CVS
CIRCUIT CITY
2018
2038
NTB TIRES
2017
2037
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
CRACKER BARREL
CHUCK E CHEESE
2014
2014
2034
2024
3
5
Location
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
FREDERICKSBURG (9)
HARRISONBURG (10)
LEESBURG (3)
MANASSAS
MANASSAS (5)
PENTAGON CITY (6)
RICHMOND
RICHMOND
RICHMOND (9)
ROANOKE
ROANOKE (10)
STAFFORD (5)
STAFFORD (9)
STAFFORD (9)
STAFFORD (9)
STAFFORD (9)
STERLING
STERLING (5)
WOODBRIDGE
WOODBRIDGE (4)
WASHINGTON
AUBURN
BELLEVUE
BELLINGHAM (3)
BELLINGHAM (4)
FEDERAL WAY (4)
KENT (3)
KENT (3)
LAKE STEVENS (3)
MILL CREEK (3)
OLYMPIA (3)
OLYMPIA (3)
SEATTLE (3)
SILVERDALE (3)
SILVERDALE (3)
SPOKANE (5)
TACOMA (3)
TUKWILA (4)
VANCOUVER (3)
WEST VIRGINIA
CHARLES TOWN
HUNTINGTON
SOUTH CHARLESTON
CANADA
ALBERTA
BRENTWOOD
GRANDE PRAIRIE III
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2007
2007
1997
2005
2004
1995
1999
2005
2004
2007
2005
2005
2005
2005
2005
2008
2006
1973
1998
2007
2004
2007
1998
2000
2006
2006
2006
2006
2006
2007
2006
2006
2006
2005
2006
2003
2006
1985
1991
1999
2002
2002
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
GROUND LEASE
(2072)/JOINT
VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
GROUND LEASE
(2083)
FEE
GROUND LEASE
(2059)
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
—
—
—
—
—
—
—
—
—
—
—
19.01
27.90
13.50
8.94
16.80
11.47
8.46
—
7.66
35.70
30.83
9.86
—
—
1.22
38.05
103.27
19.63
54.00
13.73
41.59
30.53
20.00
17.00
7.19
23.10
18.60
12.43
6.71
15.00
3.22
5.10
14.74
8.31
14.50
45.90
6.33
22.00
19.49
14.75
31.2
6.3
6,818
5,126
8,000
10,002
10,578
3,000
4,261
3,650
2,454
32,000
4,842
187,534
316,586
117,525
107,233
330,467
128,612
84,683
3,060
81,789
298,162
331,730
101,042
7,310
4,400
4,211
361,043
737,503
144,793
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
94.6
99.4
95.6
100.0
89.7
100.0
100.0
100.0
100.0
90.9
98.8
100.0
100.0
100.0
100.0
93.7
95.1
100.0
BASSETT FURNITURE
KOHL’S
SHOPPERS FOOD
SUPER FRESH
BURLINGTON COAT
FACTORY
COSTCO
BURLINGTON COAT
FACTORY
ROOMSTORE
DICK’S SPORTING
GOODS
MICHAELS
SHOPPERS FOOD
GIANT FOOD
TOYS “R” US
WAL-MART
CAMPOS FURNITURE
493,193
97.7
SHOPPERS FOOD
171,032
407,812
376,023
188,885
200,126
69,020
86,909
195,932
113,641
69,212
167,117
99.1
94.6
98.5
98.6
92.9
98.4
100.0
100.0
94.7
73.4
85.7
ALBERTSONS
TARGET
KMART
MACY’S
QFC
RITE AID
ROSS DRESS FOR LESS
SAFEWAY
SAFEWAY
BARNES & NOBLE
ALBERTSONS
146,819
87.1
SAFEWAY
67,287
170,406
129,785
134,839
459,071
69,790
208,888
2,400
148,059
87.7
99.3
100.0
99.2
97.4
94.1
99.2
100.0
99.3
ROSS DRESS
FOR LESS
SAFEWAY
BED BATH & BEYOND
TJ MAXX
THE BON MARCHE
SUPERMAX
WAL-MART
KROGER
311,609
63,413
95.8
100.0
CANADA SAFEWAY
MICHAELS
2044
DICK’S SPORTING GOODS
2019
2039
BEST BUY
2019
2024
2015
2011
2009
2009
2010
2013
2019
2009
2023
2027
2012
2021
2009
2014
2018
2012
2009
2012
2015
2015
2011
2032
2015
2010
2013
2012
2016
2024
2011
2019
2009
2016
2017
2011
2012
2011
2039
2064
2060
2026
2030
2044
2035
2023
MARTIN’S
STEIN MART
JO-ANN FABRICS
AUTOZONE
MARSHALLS
2034
CIRCUIT CITY
2019
2053
2072
2037
2091
MARSHALLS
TJ MAXX
STAPLES
MICHAELS
LOWE’S HOME CENTER
SALVATION ARMY
2027
2011
2011
2010
2010
2020
2013
2016
2017
2011
2021
2009
2038
2037
2049
2022
2045
2035
2026
2077
2045
2015
2043
2037
2026
OFFICE DEPOT
NORDSTROM RACK
COST CUTTERS
BEST BUY
JO-ANN FABRICS
G.I. JOE’S
PENNZOIL TEN MINUTE
OIL CHANGE
PETCO
ROSS DRESS
FOR LESS
PRUDENTIAL
NORTHWEST REALTY
2059
JO-ANN FABRICS
2026
2019
2026
ROSS DRESS FOR LESS
GALAXY THEATRES
BEST BUY
ACE HARDWARE
2047
STAPLES
2041
TJ MAXX
2027
2031
SEARS WHOLE HOME
WINNERS (TJ MAXX)
2009
2012
2009
2017
2010
2018
2018
2013
2010
2009
2012
2014
2009
2016
2012
2016
2011
2010
2011
2067
2031
2025
ROSS DRESS FOR LESS
2013
2023
2025
BEST BUY
2014
2024
2040
2033
2036
2032
2026
2061
2014
ROSS DRESS FOR LESS
ROSS DRESS FOR LESS
PETCO SUPPLIES & FISH
CIRCUIT CITY
SAM’S CLUB
WEDGEWOOD ANTIQUES
& AUCTION
2029
2032
2044
2032
2030
RITE AID
SAFEWAY
JO-ANN FABRICS
BED BATH & BEYOND
BARNES & NOBLE
2016
2015
2012
2017
2021
2009
2010
2013
2012
2010
2012
2011
2036
2035
2027
2037
2091
2025
2028
2027
2025
2027
2026
2038
BARTELL DRUGS
2013
2018
2023
2015
2018
BARTELL DRUGS
2012
2022
2032
RITE AID
2019
2031
RITE AID
OFFICE DEPOT
SPORTS AUTHORITY
2011
2009
2012
2014
2041
2039
2029
2021
2020
2026
LINEN N THINGS
JYSK LINEN
2016
2012
2031
2022
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
2024
LINEN N THINGS
2015
2025
Tenant Name
BUSINESS DEPOT
(STAPLES)
Lease
Expiration
Option
Expiration
2013
2028
3
6
Location
SHAWNESSY CENTRE
SHOPPES @ SHAWNESSEY
SOUTH EDMONTON
COMMON
BRITISH COLUMBIA
ABBOTSFORD
CLEARBROOK
LANGLEY GATE
LANGLEY POWER CENTER
MISSION
PRINCE GEORGE
PRINCE GEORGE
STRAWBERRY HILL
SURREY
TILLICUM
NOVA SCOTIA
DARTMOUTH
HALIFAX
ONTARIO
404 TOWN CENTRE
BELLEVILLE
BOULEVARD CENTRE III
CHATHAM
CLARKSON CROSSING
DONALD PLAZA
FERGUS
GREEN LANE CENTRE
HAWKESBURY
HAWKESBURY
KENDALWOOD
LEASIDE
LINCOLN FIELDS
LONDON
MARKETPLACE TORONTO
OTTAWA
RIOCAN GRAND PARK
SCARBOROUGH
SCARBOROUGH
SHOPPERS WORLD ALBION
SHOPPERS WORLD
DANFORTH
ST. LAURANT
SUDBURY
SUDBURY
THICKSON RIDGE
TORONTO
WALKER PLACE
WINDSOR
PRINCE EDWARD ISLAND
CHARLOTTETOWN
QUEBEC
CHATEAUGUAY
GATINEAU
2002
2002
2002
2002
2001
2002
2003
2001
2001
2008
2002
2001
2002
2008
2008
2002
2008
2004
2008
2004
2002
2008
2003
2008
2008
2002
2002
2002
2008
2002
2008
2003
2005
2005
2002
2002
2002
2002
2004
2002
2007
2002
2007
2002
2002
2008
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
30.6
16.3
42.9
22.0
18.8
15.2
22.8
27.1
37.3
7.0
33.8
17.1
47.3
18.6
13.8
24.4
7.2
8.3
7.1
21.3
9.1
10.6
16.0
5.5
1.7
15.9
13.3
29.0
9.0
17.1
12.7
11.9
2.3
1.8
38.0
32.8
12.6
23.4
17.0
36.3
0.5
7.0
6.6
39.4
21.1
28.4
306,010
162,988
428,745
219,688
188,253
151,802
228,314
271,462
372,725
69,821
337,931
170,725
472,587
186,315
138,094
100.0
100.0
100.0
99.0
86.5
100.0
100.0
98.8
93.0
96.5
100.0
96.5
100.0
93.1
100.0
Tenant Name
FUTURE SHOP (BEST
BUY)
ZELLERS
HOME OUTFITTERS
ZELLERS
SAFEWAY
SEARS
WINNERS (TJ MAXX)
OVERWAITEE
OVERWAITEE
BRICK WAREHOUSE
HOME DEPOT
CANADA SAFEWAY
ZELLERS
SOBEY’S
WAL-MART
244,379
98.0
ZELLERS
71,925
82,942
71,423
213,051
91,462
105,955
160,195
54,950
17,032
158,833
133,035
289,711
90,212
171,088
127,416
118,637
20,506
13,433
380,295
328,298
125,984
234,299
169,524
363,039
46,986
69,857
58,147
95.1
98.3
91.5
100.0
95.9
100.0
100.0
100.0
100.0
97.7
100.0
83.8
90.3
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
A&P
FOOD BASICS
FOOD BASICS
CANADIAN TIRE
WINNERS (TJ MAXX)
ZELLERS
LINEN N THINGS
PRICE CHOPPER
SHOPPERS DRUG MART
PRICE CHOPPER
CANADIAN TIRE
WAL MART
TALIZE
WINNERS (TJ MAXX)
LOEB CANADA INC
SHOPPERS DRUG MART
AGINCOURT NISSAN
LIMITED
MORNINGSIDE NISSAN
LIMITED
CANADIAN TIRE
ZELLERS
ZELLERS
FAMOUS PLAYERS
WINNERS (TJ MAXX)
WINNERS (TJ MAXX)
TRANSWORLD FINE
CARS
COMMISSO’S
PERFORMANCE FORD
SALES, INC.
393,656
98.8
ZELLERS
211,288
283,565
97.0
98.9
SUPER C
WAL-MART
2009
2011
2016
2052
2012
2013
2012
2018
2018
2022
2016
2011
2013
2039
2016
2014
2014
2025
2017
2023
2014
2022
2014
2016
2020
2013
2011
2010
2015
2014
2022
2018
2020
2020
2014
2014
2017
2019
2015
2013
2027
2012
2027
2019
2013
2015
LONDON DRUGS
2020
2057
MICHAELS
2011
2026
PETSMART
STAPLES
PETSMART
MICHAELS
FAMOUS PLAYERS
THE BAY
CINEPLEX ODEON
LONDON DRUGS
SAFEWAY
2013
2012
2014
2011
2010
2013
2014
2011
2023
2033
2022
2039
2021
2030
2083
2024
2021
2053
WINNERS (TJ MAXX)
WINNERS (TJ MAXX)
FUTURE SHOP (BEST
BUY)
LONDON DRUGS
LONDON DRUGS
WINNERS (TJ MAXX)
WINNERS (TJ MAXX)
2013
2012
2012
2019
2017
2010
2013
2030
2017
2022
2046
2027
2025
2023
2096
2031
2082
2037
2018
2027
2028
2028
2041
2061
2098
2041
2024
A & P
2012
2027
NATIONAL GYM
CLOTHING
2019
2024
A & P
2023
2048
MICHAELS
2013
2033
PETSMART
2014
2039
2039
2055
2037
2043
2024
2027
2029
2036
2040
2038
2036
2025
2025
2029
2042
2038
2029
2029
2046
2039
2030
2023
2032
VALUE VILLAGE
FUTURE SHOP (BEST
BUY)
LOEB (GROUND)
MARK’S WORK
WEARHOUSE
BEST BUY
WINNERS (TJ MAXX)
FORTINO’S
DOMINION
LOEB
BUSINESS DEPOT
(STAPLES)
LINEN N THINGS
FUTURE SHOP (BEST
BUY)
2079
WINNERS (TJ MAXX)
2028
2035
HART
CANADIAN TIRE
2013
2011
2014
2015
2013
2014
2010
2018
2013
2014
2016
2011
2010
2015
2015
SHOPPERS DRUG MART
PETSMART
2028
2021
2024
2025
SEARS APPLIANCE
2033
2024
LINEN N THINGS
BUSINESS DEPOT
(STAPLES)
2011
2012
2015
2014
2011
2021
2037
2025
2029
2021
2030
2028
2023
2024
2031
2016
BUSINESS DEPOT
(STAPLES)
CHAPTERS
MICHAELS
SEARS WHOLE HOME
2015
2030
2010
2015
2012
2030
2035
2022
2020
WEST ROYALTY FITNESS
2010
2015
2025
2035
SUPER C
2017
2037
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
364,301
80.6
WINNERS (TJ MAXX)
GUZZO CINEMA
ZELLERS
MAGAZINE LUIZA
RUSSI GROCERY
2021
2040
2103
2011
2010
2028
2020
2021
Major Leases
Tenant Name
BUREAU EN GROS
(STAPLES)
VALUE VILLAGE
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
2012
2013
2022
GUZZO CINEMA
2028
IGA
2019
2012
2039
2022
216,116
116,147
133,000
129,000
8,000
27,715
50,492
13,487
6,684
21,086
9,045
91,572
36,177
20,000
275,000
121,239
352,000
547,000
567,000
193,000
455,000
95.2
100.0
100.0
100.0
75.0
78.5
89.9
87.1
100.0
78.4
70.3
95.0
97.4
5.0
66.5
100.0
73.0
70.2
86.9
66.3
36.3
3
7
Location
GREENFIELD PARK
JACQUES CARTIER
LAVAL
BRAZIL
HORTOLANDIA (11)
VALINHOS (11)
CHILE
QUILICURA (11)
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO
SANTIAGO (11)
VINA DEL MAR (11)
MEXICO
BAJA CALIFORNIA
MEXICALI
MEXICALI (11)
ROSARITO (11)
TIJUANA (11)
TIJUANA (11)
TIJUANA (11)
BAJA CALIFORNIA SUR
LOS CABOS (11)
CAMPECHE
CIUDAD DEL CARMEN (11)
CHIAPAS
TAPACHULA (11)
CHIHUAHUA
JUAREZ
JUAREZ (11)
COAHUILA
CIUDAD ACUNA
SABINAS
SALTILLO (11)
SALTILLO PLAZA
DURANGO
DURANGO
GUERRERO
ACAPULCO
HIDALGO
PACHUCA (11)
PACHUCA (11)
JALISCO
GUADALAJARA
GUADALAJARA
GUADALAJARA (11)
GUADALAJARA (11)
LAGOS DE MORENO
PUERTO VALLARTA
MEXICO
HUEHUETOCA
HUEHUETOCA (11)
TECAMAC (11)
OJO DE AUGUA (11)
MEXICO CITY
INTERLOMAS
IXTAPALUCA
MEXICO CITY
TLALNEPANTLA
2002
2002
2008
2008
2008
2008
2007
2007
2007
2007
2008
2008
2008
2008
2008
2008
2006
2006
2007
2005
2007
2007
2007
2007
2007
2003
2006
2007
2007
2005
2002
2007
2005
2005
2005
2005
2006
2005
2006
2007
2006
2004
2007
2006
2008
2007
2007
2005
2005
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
36.4
21.6
11.6
13.3
12.9
0.8
2.8
5.0
1.3
0.7
2.1
0.9
9.2
3.6
2.0
27.5
12.1
35.2
41.4
38.7
12.3
50.5
24.8
24.7
29.7
23.8
18.6
3.2
1.0
25.8
17.3
1.2
42.1
13.7
11.2
13.0
10.0
24.0
73.2
1.6
8.8
17.0
7.9
19.8
22.9
24.6
1.4
0.7
14.7
LIDER
2025
2040
SODIMAC
2025
2040
CINEPOLIS
WAL-MART
HOME DEPOT
WAL-MART
COMERCIAL MEXICANA
WAL-MART
684,000
-
US FOODS
308,000
54.2
CHEDRAUI GROCERY
369,000
33.6
WAL-MART
238,135
186,000
31,699
10,147
445,000
173,375
89.4
75.3
95.6
100.0
87.2
97.4
SORIANA
WAL-MART
COPPEL
WALDO’S
HEB
HEB
11,911
100.0
421,239
96.6
WAL-MART
202,000
188,000
129,705
99,717
654,000
732,000
15,645
87,547
170,275
126,000
198,000
229,000
246,139
13,702
30,684
398,911
72.3
78.7
89.5
100.0
81.0
29.2
100.0
98.3
94.0
0.0
74.2
65.5
90.6
100.0
100.0
95.6
HOME DEPOT
WAL-MART
WAL-MART
CINEPOLIS
WAL-MART
WAL-MART
SORIANA
WAL-MART
COPPEL
WAL-MART
CHEDRAUI GROCERY
GAMEWORKS
WAL-MART
2038
2020
2022
2023
2021
2023
2019
2013
2024
2024
2023
2027
2021
2015
2020
2042
2019
2021
2024
2026
2019
2025
2021
2021
2014
2023
2023
2023
2011
2026
CINEPOLIS
MM CINEMA
CINEPOLIS
2023
2016
2024
WAL-MART
COPELL
2022
2016
ZARA
CINEPOLIS
CINEPOLIS
2011
2022
2024
ZARA
2018
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
Location
MORELOS
CUAUTLA (11)
NAYARIT
NEUVO
VALLARTA (11)
NUEVO LEON
ESCOBEDO (11)
MONTERREY
MONTERREY (11)
MONTERREY (11)
OAXACA
TUXTEPEC
TUXTEPEC (11)
QUERETARO
SAN JUAN
DEL RIO (11)
QUINTANA ROO
CANCUN
CANCUN
CANCUN (11)
SAN LUIS POTOSI
SAN LUIS
SONORA
LOS MOCHIS (11)
HERMOSILLO (11)
TAMAULIPAS
ALTAMIRA
MATAMOROS
MATAMOROS
MATAMOROS
NUEVO LAREDO
NUEVO LAREDO
NUEVO LAREDO (11)
REYNOSA
REYNOSA
REYNOSA
REYNOSA
RIO BRAVO
RIO BRAVO (11)
TAMPICO
VERACRUZ
MINATITLAN
PERU
LIMA (11)
3
8
2006
2007
2006
2002
2006
2008
2005
2007
2006
2004
2007
2008
2004
2007
2008
2007
2007
2007
2007
2007
2007
2006
2004
2007
2007
2007
2007
2008
2007
2007
2008
JOINT VENTURE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
JOINT VENTURE
JOINT VENTURE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
JOINT VENTURE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
FEE
58.9
19.7
34.7
27.3
38.1
18.3
9.7
10.0
22.3
9.1
28.4
25.0
12.1
9.9
9.9
2.4
15.4
1.1
1.1
0.9
1.1
44.2
38.0
11.5
1.0
1.8
1.0
22.0
1.6
2.0
589,000
53.8
WAL-MART
301,000
42.9
WAL-MART
347,000
272,864
381,000
183,000
96,919
136,000
69.2
98.0
78.2
37.7
98.5
37.5
HEB
HEB
HEB
HEB
WAL-MART
MM CINEMA
223,000
37.7
WAL-MART
91,130
284,145
250,000
100.0
92.1
52.0
WAL-MART
SUBURBIA
CHEDRAUI GROCERY
121,334
97.8
HEB
152,000
379,000
24,479
153,774
10,900
10,835
8,565
10,760
442,000
380,036
115,093
9,684
17,603
9,673
220,000
16,162
67.1
37.7
WAL-MART
SEARS
100.0
97.3
100.0
100.0
100.0
100.0
75.1
96.9
100.0
100.0
91.9
100.0
41.8
100.0
FAMSA
CINEPOLIS
WALDOS
WALDOS
WALDOS
WAL-MART
HEB
GIGANTE
WALDOS
HEB
19,847
100.0
WALDOS
0.9
9,000
—
TOTAL 946 SHOPPING CENTER PROPERTY INTERESTS
14,784
141,114,254
OTHER PROPERTY INTERESTS
US PREFERRED EQUITY INVESTMENTS (RETAIL ASSETS ONLY)
ALASKA
ANCHORAGE (12)
ARIZONA
TUSCON
CALIFORNIA
CHATSWORTH
HAWTHORNE
MALIBU
MALIBU
FLORIDA
APOPKA
AUBURNDALE
2006
2006
2003
2004
2007
2007
2007
2006
JOINT VENTURE
5.86
84,463
90.2
BED, BATH & BEYOND
JOINT VENTURE
57.30
504,010
93.2
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
6.80
—
1.86
1.25
7.90
4.00
75,875
21,507
22,279
15,148
71,615
10,000
100.0
100.0
87.6
91.8
100.0
54.4
LOEWS/CINEPLEX
ODEON
KAHOOTS
OFFICE DEPOT
WINN DIXIE
2013
2038
2023
2019
2042
2042
2047
2029
2025
2018
2013
2018
2025
2023
2019
2018
2020
2020
2014
2012
2012
2012
2022
2029
2012
2012
2028
2016
2018
2017
2014
2019
CINEPOLIS
2021
2050
GIGANTE
2009
OFFICE DEPOT
2015
2047
HOME DEPOT
2028
2043
CINEPOLIS
2023
2038
2037
BARNES & NOBLE
2012
2022
ROSS STORES INC
2013
2028
2024
2038
SMART & FINAL
2014
2034
TRADER JOE’S COMPANY
2014
2029
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
3
9
Location
BRANDON
CLEARWATER
CLEARWATER (12)
DELRAY BEACH (12)
DELTONA
JACKSONVILLE
LAKE WALES
LOXAHATCHEE
MIAMI
PEMBROKE PINES
SARASOTA
SPRING HILL
TAMPA
WELLINGTON
GEORGIA
MOULTRIE
ILLINOIS
LANSING
IOWA
WEST DES MOINES
KENTUCKY
LOUISVILLE
LOUISIANA
LAFAYETTE
LAKE CHARLES
SHREVEPORT
SHREVEPORT
MASSACHUSETTS
HAVERHILL
MISSISSIPPI
RIDGELAND
RIDGELAND
RIDGELAND
NEW HAMPSHIRE
LANCASTER
LITTLETON
NEWPORT
WOODSVILLE
WOODSVILLE
NEW JERSEY
WHITING
NEW YORK
PORT JEFFERSON STATION
TENNESSEE
COOKEVILLE
TEXAS
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
AUSTIN
CARROLLTON
GEORGETOWN
KILLEEN (11)
LAKE JACKSON (11)
RICHARDSON
SAN ANTONIO
SAN MARCOS
SOUTHLAKE
2006
2004
2007
2007
2004
2006
2007
2003
2004
2008
2005
2003
2004
2002
2006
2005
2006
2006
2007
2007
2005
2006
2006
2005
2005
2005
2006
2006
2006
2006
2006
2007
2007
2007
2006
2006
2004
2005
2006
2006
2006
2006
2005
2006
2006
2007
2003
2005
2005
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
1.69
8.38
3.13
18.00
7.00
1.50
0.83
8.50
49.97
29.20
12.56
7.34
11.40
18.70
22.37
52.80
7.60
36.31
12.93
17.28
18.40
8.40
6.94
3.35
3.75
6.01
10.80
43.00
20.00
1.74
3.50
26.70
7.00
37.64
19.75
10.94
19.99
15.61
4.15
10.20
4.78
1.97
12.13
3.00
8.00
4.80
8.10
16.99
15.07
Percent
Leased
(1)
0.0
97.0
0.0
78.3
91.0
0.0
0.0
96.8
94.0
92.2
95.2
95.3
89.0
91.8
10,000
84,441
31,729
118,175
80,567
—
—
75,194
651,011
273,459
148,348
69,917
100,538
171,955
KASH N KARRY
PUBLIX
SUPERMARKETS, INC.
WINN DIXIE
WINN DIXIE
HOME DEPOT
SEDANO’S
OFFICE DEPOT
WINN DIXIE
KASH N KARRY
ACE HARDWARE
196,589
94.5
WAL MART
320,339
87.9
WAL-MART
44,123
100.0
2014
2011
2014
2019
2028
2014
2015
2010
2015
2018
2017
2020
2034
WALGREEN’S
DELRAY SQUARE
CINEMAS INC.
PET SUPERMARKET
TIGER DIRECT
NAVARRO’S PHARMACY
PETSMART
US POSTAL SERVICE
BEALL’S
2021
2029
2054
2058
2034
2025
2035
2035
2033
2047
2014
2011
2009
2010
2010
2013
2010
2018
2011
2024
2020
2025
2033
AMC CINEMA
TIGER DIRECT
JO-ANN FABRIC
2033
WALGREEN’S
2009
2034
2018
2009
2019
2013
2029
2070
OFFICE DEPOT
2012
2037
CITI TRENDS INC
2011
2020
151,369
100.0
TOYS R US
2011
2046
TJ MAXX
2011
2021
GOODY’S
2014
2029
29,405
126,601
93,669
78,591
75.3
99.1
100.0
95.5
63,203
94.8
MARSHALL’S
OFFICE MAX
MICHAELS
41,759
61,753
81,626
50,080
34,583
116,828
11,180
39,000
91.9
96.9
100.0
100.0
100.0
94.5
100.0
100.0
PARTY CITY
ACADEMY SPORTS
SHAW’S SUPERMARKET
STAPLES
OCEAN STATE JOB LOT
RITE AID
SHAW’S SUPERMARKET
95,848
98.9
STOP ‘N SHOP
65,083
95.1
GIUNTA’S MEAT FARM
SUPERMARKET
211,483
97.6
FOOD LION
207,614
100.0
ACADEMY SPORTS
131,039
97,784
178,700
40,000
88,829
54,651
18,740
117,018
14,576
26,157
52,039
103,123
185,092
95.0
90.2
79.0
100.0
100.0
100.0
80.7
91.6
100.0
100.0
79.7
99.0
100.0
24 HOUR FITNESS
OSHMAN’S
GOLD’S TEXAS
HOLDINGS, L.P.
DAVE AND BUSTERS
BARNES & NOBLE
CONN’S ELECTRIC
DOLLAR TREE
HOBBY LOBBY
132,609
94.0
HOBBY LOBBY
2012
2012
2014
2014
2019
2018
2015
2011
2017
2015
2026
2016
2028
2012
2024
2014
2014
2019
2014
2010
2010
2013
2021
2027
2032
2034
ROSS STORES INC
BARNES & NOBLE
DOLLAR TREE
2014
2013
2010
2029
2028
2025
BED, BATH & BEYOND
OLD NAVY
2014
2012
2034
2012
2019
2029
2048
2020
2031
2042
2030
2046
2016
SHAW’S SUPERMARKET
2015
2031
2048
GOODY’S
PACIFIC RESOURCES
ASSOCIATION
GAITTLAND
BED BATH & BEYOND
MONARCH EVENTS
2022
2034
2029
2019
2034
2029
2020
PETCO
2011
2021
2013
2011
2011
2014
2017
2023
TJ MAXX
2031
2026
2029
2027
GOLD’S TEXAS
HOLDINGS, L.P.
DOLLAR TREE
HEB GROCERY
COMPANY, LP
2014
2012
2011
2009
2034
2022
2025
2011
2025
CVS
2014
2019
GEORGETOWN FITNESS
2011
2011
2023
2031
HASTINGS
ENTERTAINMENT INC
2009
2019
TRACTOR SUPPLY
COMPANY
2013
2013
Location
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Percent
Leased
(1)
CANADA PREFERRED EQUITY INVESTMENTS (RETAIL ASSETS ONLY)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
ALBERTA
CALGARY
CALGARY
CALGARY
EDMONTON (12)
HINTON
LETHBRIDGE
LETHBRIDGE
LETHBRIDGE
BRITISH COLUMBIA
100 MILE HOUSE
BURNABY
COURTENAY
GIBSONS
KAMLOOPS (11)
LANGLEY
PORT ALBERNI
PRINCE GEORGE
SURREY
TRAIL
VANCOUVER
WESTBANK
WESTBANK (11)
4
0
MANITOBA
WINNIPEG
NEW BRUNSWICK
FREDERICTON
MONCTON
NEWFOUNDLAND
ST. JOHN’S
ONTARIO
BARRIE
BARRIE
BARRIE
BRANTFORD
BURLINGTON
CAMBRIDGE
CORNWALL
GUELPH
HAMILTON
HAMILTON
HAMILTON
KITCHENER
KITCHENER
LONDON
LONDON
LONDON
MILTON (11)
MISSISSAUGA
NORTH BAY
OTTAWA
OTTAWA
OTTAWA
OTTAWA
OTTAWA
OTTAWA
OTTAWA
OTTAWA
OTTAWA
ST. CATHERINES
ST. CATHERINES
2005
2004
2004
2007
2004
2005
2005
2006
2004
2005
2005
2004
2005
2004
2004
2004
2004
2004
2004
2004
2006
2005
2005
2005
2006
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2005
2006
2006
2005
2005
2004
2007
2005
2005
2005
2007
2007
2007
2007
2007
2007
2007
2007
2005
2005
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
0.27
9.01
10.00
17.90
18.51
0.32
0.22
25.61
7.19
0.57
0.29
10.26
9.71
7.58
2.46
8.00
8.00
15.90
2.97
9.66
25.92
0.39
0.60
0.36
6,308
172,021
127,598
101,997
137,735
7,226
4,000
370,525
69,051
8,788
4,024
141,393
106,687
34,832
32,877
83,405
104,191
181,291
35,954
111,431
15,730
100.0
96.0
98.8
94.4
90.7
66.4
100.0
96.4
97.7
100.0
100.0
78.1
100.0
100.0
100.0
100.0
98.6
92.3
94.5
96.9
100.0
4,200
100.0
6,742
4,655
100.0
0.0
WINNERS APPAREL LTD.
BEST BUY CANADA LTD.
LONDON DRUGS LTD.
WAL-MART CANADA
CORP.
2012
2009
2015
2011
2022
2034
2035
2036
THE HOUSE OF TOOLS
WINNERS MERCHANTS
INT. LP
2010
2014
2015
2025
DOLLAR GIANT STORE
NOVA SCOTIA COMPANY
2016
2015
2026
2035
CANADA SAFEWAY
2010
2045
ZELLERS
2023
2078
CANADIAN TIRE
SAVE ON FOOD & DRUGS
2015
2035
D & W MANAGEMENT
LONDON DRUGS LTD.
WINNERS
BUY-LOW FOODS
SAVE ON FOOD & DRUGS
SAFEWAY STORE #184
ZELLERS
SAVE ON FOOD & DRUGS
STAPLES
2021
2016
2012
2011
2012
2009
2017
2022
2031
2031
2027
2033
2033
2019
2037
2037
SUPER VALU
JYSK
SHOPPERS REALTY INC.
NEW HOLLYWOOD
THEATRE
EXTRA FOODS
SHOPPER’S DRUGMART
2009
2013
2012
2016
2014
2013
2014
2015
2029
SAVE ON FOOD & DRUGS
2011
2031
2018
2012
2034
CHEVRON CANADA LTD.
BANK OF MONTREAL
2017
2017
2022
2032
2044
2023
2044
2045
G&G HARDWARE
2011
2021
JOINT VENTURE
25.80
429,297
73.1
LABELS
2018
2027
CONVERGYS CALL
CENTRE
2016
2019
GOODLIFE FITNESS
CENTRES
2018
2027
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
1.10
1.62
1.62
0.84
0.76
1.28
0.26
0.79
0.28
0.54
0.30
2.00
5.00
0.41
0.56
6.94
36.48
1.75
0.50
0.27
1.48
4.95
2.60
9.10
0.56
2.67
1.10
0.15
3.02
0.34
4,748
1,680
6,897
12,894
9,126
15,730
4,000
3,600
6,500
10,441
4,125
13,450
66,460
8,152
5,700
86,612
—
31,091
6,666
4,448
26,331
46,400
39,840
3,400
11,133
31,001
12,287
11,265
38,934
5,418
100.0
100.0
63.9
58.0
100.0
97.1
100.0
100.0
0.0
81.7
100.0
100.0
93.6
100.0
100.0
98.7
0.0
100.0
100.0
100.0
68.3
90.0
100.0
100.0
68.6
100.0
100.0
100.0
100.0
100.0
VALUE VILLAGE
SOBEY’S
EMPIRE THEATRES
ESTATE HARDWOOD
2011
2012
2015
2010
2026
2037
2035
2015
ORMES FURNITURE
2010
2015
LOEB
CANADA INC
2012
2027
Year Developed
or Acquired
Ownership Interest/
(Expiration)(2)
Land Area
(Acres)
Leasable Area
(Sq. Ft.)
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Tenant Name
Lease
Expiration
Option
Expiration
Major Leases
Location
ST. THOMAS
SUDBURY
SUDBURY
WATERLOO
WATERLOO (11)
QUEBEC
ALMA
CHANDLER
GASPE
JONQUIERE
LAMALBAIE
LAURIER STATION
MONTREAL (11)
ROBERVAL
SAGUENAY
ST. AUGUSTIN-DE-
DESMAURES
ST. JEROME
STE. EUSTACHE
STE. EUSTACHE
VICTORIAVILLE
2005
2005
2006
2005
2005
2004
2004
2004
2004
2006
2006
2006
2004
2004
2006
2007
2005
2005
2008
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
JOINT VENTURE
0.24
0.62
5.36
0.59
10.00
36.08
20.08
15.21
25.24
9.24
3.20
232.00
3.68
13.52
4.72
5.96
6.62
2.39
30.79
1,497
TOTAL 131 PREFERRED EQUITY INTERESTS
(RETAIL ASSETS ONLY)
OTHER REAL ESTATE INVESTMENTS
4
1
RETAIL STORE
LEASES (13)
AI PORTFOLIO
(VARIOUS CITIES)
NON-RETAIL
259 ASSETS
OTHER 36 PROPERTY
INTERESTS
1995/1997
LEASEHOLD
—
1,468,000
2005
JOINT VENTURE
206.49
9,013,450
VARIOUS
VARIOUS
252.45
11,019,605
VARIOUS
VARIOUS
34.83
1,520,285
GRAND TOTAL 1470 PROPERTY INTERESTS
16,774.97
175,295,576 (14)
Percent
Leased
(1)
100.0
42.8
100.0
100.0
100.0
3,595
9,643
40,128
5,274
18,380
PRICE CHOPPER
SHOPPER’S
DRUG MART
323,641
91.1
ZELLERS
114,078
152,285
247,404
118,593
36,366
447,135
127,251
284,620
93.0
99.7
94.1
91.8
94.3
100.0
99.4
94.3
HART STORES
CANADIAN TIRE
ZELLERS
HART STORES
ZELLERS
IGA
ZELLERS
52,565
98.3
PROVIGO
82,391
51,195
26,694
207,143
11,159,982
MAXI (PROVIGO)
MAXI (PROVIGO)
CANADIAN TIRE
100.0
100.0
87.1
85.3
95.9
87.0
100.0
100.0
2022
LIQUIDATION WORLD
2012
2012
2012
2022
2009
2009
2021
2009
2010
2021
2021
2013
2009
2012
2022
2015
2037
2094
SEARS
MCDONALD’S
SOBEYS
STORES LTD
SUPER C GROCERIES
METRO RICHELIEU
THE BRICK
ROSSY
WINNERS
2024
2046
2094
2010
2056
2046
2013
2024
2022
2027
2011
2015
2015
2009
2016
2026
2010
2011
2026
2025
2030
2020
2026
2036
2015
2026
IGA (COOP DES
CONSUMMAT)
METRO
HART STORES
ROSSY
CANADIAN TIRE
TOYS R US
L’AUBAINERIE CONCEPT
MODE
2015
2010
2011
2016
2013
2021
2016
2035
2020
2021
2019
2013
2041
2026
PHARMACIE BRUNET
2013
2023
DOLLARAMA
2009
2009
2035
METRO
2023
JEAN DEPOT
2009
2009
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
Percent leased information as of December 31, 2008 or date of acquisition if acquired subsequent to December 31, 2008.
The term “joint venture” indicates that the company owns the property in conjunction with one or more joint venture partners. The date indicated is the expiration
date of any ground lease after giving affect to all renewal periods.
Denotes property interest in Kimpru.
Denotes property interest in Kimco Income REIT (“KIR”).
Denotes property interest in UBS.
Denotes property interest in PL Realty LLC.
Denotes property interest in Kimco Income Fund I.
Denotes property interest in Kimco Retail Opportunity Portfolio (“KROP”).
Denotes property interest in other institutional programs.
Denotes property interest in Seb Immobilien
Denotes ground-up development project. This includes properties that are currently under construction, completed projects awaiting stabilization and or available for sale. The square footage shown represents the completed leaseable area and area held available for sale
Denotes redevelopment project.
The company holds interests in 19 retail store leases related to the anchor store premises in neighborhood and community shopping centers.
Does not include 29 FNC Realty properties comprised of 559K square feet, 49 Newkirk properties consisting of 2.5 million square feet, 402 net leased properties with 2.3 million square feet and 1.6 million square feet of projected leaseable area related to the preferred equity ground-up development projects.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information with respect to the executive officers of the Company as of
February 26, 2009.
Name
Milton Cooper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Age
79
David B. Henry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
David Lukes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael V. Pappagallo . . . . . . . . . . . . . . . . . . . . . . . .
39
49
Glenn G. Cohen . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Position
Chairman of the Board of
Directors and Chief
Executive Officer
President,
Vice Chairman of the
Board of Directors and
Chief Investment Officer
Chief Operating Officer
Chief Administrative Officer
Executive Vice President -
Chief Financial Officer
Senior Vice President -
Chief Accounting Officer
and Treasurer
Since
1991
2008
2001
2008
2008
2005
1997
2008
1997
David Lukes has been with the Company since 2002. Prior to his promotion to Chief Operating Officer, Mr. Lukes
had been Executive Vice President, through which he was responsible for the financial performance of the redevelopment
program in the Northeast and Westcoast since August 2006. Prior to this role, he served as Vice President of Leasing,
primarily responsible for leasing efforts within the Company’s redevelopment portfolio.
The executive officers of the Company serve in their respective capacities for approximately one-year terms and are
subject to re-election by the Board of Directors, generally at the time of the Annual Meeting of the Board of Directors
following the Annual Meeting of Stockholders.
42
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
The following sets forth the common stock offerings completed by the Company during the three-year period ended
December 31, 2008. The Company’s common stock (“Common Stock”) was sold for cash at the following offering price
per share:
Offering Date
March 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Offering Price
$40.80
$37.10
In connection with the March 2006 Atlantic Realty Trust (“Atlantic Realty”) merger, the Company issued Atlantic
Realty shareholders 1,274,420 shares of Common Stock, excluding 201,930 shares of Common Stock that were to be
received by the Company and 546,580 shares of Common Stock that were to be received by the Company’s wholly owned
TRS. During December 2008, the Company purchased the 546,580 shares from its TRS for a purchase price of $17.69 per
share. The 546,580 shares had a carry-over basis from the Atlantic Realty share price of $17.10 per share. This purchase
was not in connection with a publicly announced plan or program.
The table below sets forth, for the quarterly periods indicated, the high and low sales prices per share reported on
the NYSE Composite Tape and declared dividends per share for the Company’s common stock. The Company’s common
stock is traded on the New York Stock Exchange under the trading symbol “KIM”.
Stock Price
Period
High
Low
Dividends
2007:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008:
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$53.60
$50.36
$47.58
$47.69
$40.18
$42.30
$47.80
$37.06
$ 43.59
$ 36.92
$ 33.74
$ 34.74
$ 29.00
$ 34.20
$ 29.54
$ 9.56
$0.36
$0.36
$0.40
$0.40 (a)
$0.40
$0.40
$0.44
$0.44 (b)
(a)
(b)
Paid on January 15, 2008, to stockholders of record on January 2, 2008.
Paid on January 15, 2009, to stockholders of record on January 2, 2009.
HOLDERS
The number of holders of record of the Company’s common stock, par value $0.01 per share, was 3,492 as of
January 30, 2009.
DIVIDENDS
Since the IPO, the Company has paid regular quarterly dividends to its stockholders. While the Company intends to
continue paying regular quarterly dividends, future dividend declarations will be at the discretion of the Board of Directors
and will depend on the actual cash flow of the Company, its financial condition, capital requirements, the annual distribution
requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The
Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as they monitor
sources of capital and evaluate the impact of the economy on operating fundamentals. The Company is required by the
Internal Revenue Code of 1986, as amended, to distribute at least 90% of its REIT taxable income. The actual cash flow
available to pay dividends will be affected by a number of factors, including the revenues received from rental properties, the
operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to
the Company, the ability to refinance near-term debt maturities and any unanticipated capital expenditures.
43
The Company has determined that the $1.64 dividend per common share paid during 2008 represented 69% ordinary
income, 19% in capital gains and a 12% return of capital to its stockholders. The $1.48 dividend per common share paid
during 2007 represented 56% ordinary income, 35% in capital gains and a 9% return of capital to its stockholders.
In addition to its Common Stock offerings, the Company has capitalized the growth in its business through the
issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, mortgage debt and construction
loans, convertible preferred stock and perpetual preferred stock. Borrowings under the Company’s revolving credit
facilities have also been an interim source of funds to both finance the purchase of properties and other investments and
meet any short-term working capital requirements. The various instruments governing the Company’s issuance of its
unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company with
regard to dividends, voting, liquidation and other preferential rights available to the holders of such instruments. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 11 and 17 of the
Notes to Consolidated Financial Statements included in this annual report on Form 10-K.
The Company does not believe that the preferential rights available to the holders of its Class F Preferred Stock and
Class G Preferred Stock, the financial covenants contained in its public bond indentures, as amended, or its revolving
credit agreements will have an adverse impact on the Company’s ability to pay dividends in the normal course to its
common stockholders or to distribute amounts necessary to maintain its qualification as a REIT.
The Company maintains a dividend reinvestment and direct stock purchase plan (the “Plan”) pursuant to which
common and preferred stockholders and other interested investors may elect to automatically reinvest their dividends to
purchase shares of the Company’s common stock or, through optional cash payments, purchase shares of the Company’s
common stock. The Company may, from time-to-time, either (i) purchase shares of its common stock in the open market
or (ii) issue new shares of its common stock for the purpose of fulfilling its obligations under the Plan.
TOTAL STOCKHOLDER RETURN PERFORMANCE
The following performance chart compares, over the five years ended December 31, 2008, the cumulative total
stockholder return on the Company’s common stock with the cumulative total return of the S&P 500 Index and the
cumulative total return of the NAREIT Equity REIT Total Return Index (the “NAREIT Equity Index”) prepared and
published by the National Association of Real Estate Investment Trusts (“NAREIT”). Equity real estate investment
trusts are defined as those which derive more than 75% of their income from equity investments in real estate assets.
The NAREIT Equity Index includes all tax qualified equity real estate investment trusts listed on the New York Stock
Exchange, American Stock Exchange or the NASDAQ National Market System. Stockholder return performance, presented
quarterly for the five years ended December 31, 2008, is not necessarily indicative of future results. All stockholder return
performance assumes the reinvestment of dividends. The information in this paragraph and the following performance
chart are deemed to be furnished, not filed.
)
0
0
1
=
2
0
0
2
r
e
b
m
e
c
e
D
(
A
R
T
d
e
x
e
d
n
I
350
300
250
200
150
100
50
0
D ec-0 3
NAREIT: 4.65%
KIM: 1.31%
S&P: -10.48%
M ar-04
Ju n-0 4
S e p-0 4
D ec-0 4
M ar-05
Ju n-0 5
S e p-0 5
D ec-0 5
M ar-06
Ju n-0 6
S e p-0 6
D ec-0 6
M ar-07
Ju n-0 7
S e p-0 7
D ec-0 7
M ar-08
Ju n-0 8
S e p-0 8
D ec-0 8
Kimco
S&P 500
NAREIT Equity
44
ITEM 6.
SELECTED FINANCIAL DATA
The following table sets forth selected, historical, consolidated financial data for the Company and should be read in
conjunction with the Consolidated Financial Statements of the Company and Notes thereto and Management’s Discussion
and Analysis of Financial Condition and Results of Operations included in this annual report on Form 10-K.
The Company believes that the book value of its real estate assets, which reflects the historical costs of such real
estate assets less accumulated depreciation, is not indicative of the current market value of its properties. Historical
operating results are not necessarily indicative of future operating performance.
Operating Data:
Revenues from rental property (1) . . . . . . . . . . .
Interest expense (3) . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization (3) . . . . . . . . . . .
Gain on sale of development properties (4) . . . .
Gain on transfer/sale of operating properties,
net (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit for income taxes (5) . . . . . . . . . . . . . . . .
Provision for income taxes (6) . . . . . . . . . . . . . .
Impairment charges (4) . . . . . . . . . . . . . . . . . . . .
Income from continuing operations (7) . . . . . . .
Income per common share, from
continuing operations:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average number of shares of
common stock:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared per common share . . .
2008
$758,704
$212,591
$204,310
$ 36,565
1,782
$
$ 12,974
$
—
$145,918
$225,186
Year ended December 31, (2) (8)
2006
2007
(in thousands, except per share information)
2005
$674,534
$213,086
$188,063
$ 40,099
2,708
$
$ 30,346
$
—
$ 13,796
$358,991
$580,551
$170,079
$137,820
$ 37,276
2,460
$
$
—
$ 17,253
$
—
$342,790
$494,467
$125,825
$ 99,072
$ 33,636
2,833
$
$
—
$ 10,989
$
—
$321,646
2004
$ 482,248
$ 105,411
$ 93,684
$ 16,835
—
$
—
$
8,320
$
$
—
$ 270,692
$
$
0.69
0.69
$
$
1.35
1.32
$
$
1.38
1.35
$
$
1.37
1.34
$
$
1.16
1.14
257,811
258,843
1.68
$
252,129
257,058
1.52
$
239,552
244,615
1.38
$
226,641
230,868
1.27
$
222,859
227,143
1.16
$
2008
2007
December31,
2006
2005
2004
Balance Sheet Data:
Real estate, before accumulated
depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,818,916
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,397,147
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,556,646
Total stockholders’ equity . . . . . . . . . . . . . . . . . $ 3,975,346
$ 7,325,035
$ 9,097,816
$ 4,216,415
$ 3,894,574
$ 6,001,319
$ 7,869,280
$ 3,587,243
$ 3,366,959
$ 4,560,406
$ 5,534,636
$ 2,691,196
$ 2,387,214
$ 4,092,222
$ 4,749,597
$ 2,118,622
$ 2,236,400
Cash flow provided by operations . . . . . . . . . . . $
365,176
Cash flow used for investing activities . . . . . . . $ (781,350) $ (1,507,611) $ (246,221) $ (716,015) $ (299,597)
Cash flow provided by (used for) financing
455,569
665,989
567,599
410,797
$
$
$
$
activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
262,429
$
584,056
$
59,444
$
343,271
$
(75,647)
(1) Does not include (i) revenues from rental property relating to unconsolidated joint ventures, (ii) revenues relating to
the investment in retail stores leases and (iii) revenues from properties included in discontinued operations.
(2) All years have been adjusted to reflect the impact of operating properties sold during the years ended
December 31, 2008, 2007, 2006, 2005 and 2004 and properties classified as held for sale as of December 31, 2008,
which are reflected in discontinued operations in the Consolidated Statements of Income.
(3) Does not include amounts reflected in discontinued operations.
45
(4) Amounts exclude effect for income taxes.
(5) Does not include amounts reflected in discontinued operations and extraordinary gain. Amounts include income taxes
related to gain on sale of development properties, gain on transfer/sale of operating properties, and impairments.
(6) Amounts include income taxes related to gain on sale of development properties and gain on transfer/sale of operating
properties.
(7) Amounts include gain on transfer/sale of operating properties, net of tax.
(8) As of August 23, 2005, the Company effected a two-for-one split (the “Stock Split”) of the Company’s common
stock in the form of a stock dividend paid to stockholders of record on August 8, 2005. All common share and per
common share data has been adjusted to reflect this Stock Split.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes
thereto included in this annual report on Form 10-K. Historical results and percentage relationships set forth in the
Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends which might
appear, should not be taken as indicative of future operations.
EXECUTIVE SUMMARY
Kimco Realty Corporation is one of the nation’s largest publicly-traded owners and operators of neighborhood
and community shopping centers. As of December 31, 2008, the Company had interests in 1,950 properties, totaling
approximately 182.2 million square feet of GLA located in 45 states, Puerto Rico, Canada, Mexico, Chile, Brazil and
Peru.
The Company is self-administered and self-managed through present management, which has owned and managed
neighborhood and community shopping centers for over 50 years. The executive officers are engaged in the day-to-day
management and operation of real estate exclusively with the Company, with nearly all operating functions, including
leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company.
In connection with the Tax Relief Extension Act of 1999 (the “RMA”), which became effective January 1, 2001,
the Company is permitted to participate in activities which it was precluded from previously in order to maintain its
qualification as a Real Estate Investment Trust (“REIT”), so long as these activities are conducted in entities which elect to
be treated as taxable subsidiaries under the Code, subject to certain limitations. As such, the Company, through its taxable
REIT subsidiaries, is engaged in various retail real estate-related opportunities including (i) merchant building, through
its wholly owned taxable REIT subsidiaries, which are primarily engaged in the ground-up development of neighborhood
and community shopping centers and the subsequent sale thereof upon completion, (ii) retail real estate advisory and
disposition services, which primarily focus on leasing and disposition strategies of retail real estate controlled by both
healthy and distressed and/or bankrupt retailers and (iii) acting as an agent or principal in connection with tax deferred
exchange transactions. The Company will consider other investments through taxable REIT subsidiaries should suitable
opportunities arise.
In addition, the Company continues to capitalize on its established expertise in retail real estate by establishing other
ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support
for those properties. The Company also provides preferred equity capital for real estate entrepreneurs and provides real
estate capital and advisory services to both healthy and distressed retailers. The Company has made selective investments
in secondary market opportunities where a security or other investment was, in management’s judgment, priced below the
value of the underlying assets. However these investments are subject to volatility within the equity and debt markets.
The Company’s strategy is to maintain a strong balance sheet providing it the necessary flexibility to invest
opportunistically and selectively, primarily focusing on neighborhood and community shopping centers.
The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes
it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial
results. Although the credit environment has become much more constrained since the third quarter of 2008, the Company
continues to pursue opportunities with large commercial U.S. and global banks, select life insurance companies and
46
certain regional and local banks. The Company has noticed a trend that the approval process from lenders has slowed,
while pricing and loan-to-value ratios remain dependent on specific deal terms, in general, spreads are higher and loan-
to-values are lower, but the lenders are continuing to complete financing agreements. Moreover, the Company continues
to assess 2009 and beyond to ensure the Company is prepared if the current credit market dislocation continues.
The retail shopping sector has been negatively affected by recent economic conditions. These conditions have forced
some weaker retailers, in some cases, to declare bankruptcy and/or close stores. Certain retailers have announced store
closings even though they have not filed for bankruptcy protection. However, any of these particular store closings affecting
the Company often represent a small percentage of the Company’s overall gross leasable area and the Company does not
currently expect store closings to have a material adverse effect on the Company’s overall performance.
The decline in market conditions has also had a negative effect on real estate transactional activity as it relates to
the acquisition and sale of real estate assets. The Company believes that the lack of real estate transactions will continue
throughout 2009 which will curtail the Company’s growth in the near term.
CRITICAL ACCOUNTING POLICIES
The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly-owned
subsidiaries and all entities in which the Company has a controlling interest, including where the Company has been
determined to be a primary beneficiary of a variable interest entity in accordance with the provisions and guidance of
Interpretation No. 46 (R), Consolidation of Variable Interest Entities, or meets certain criteria of a sole general partner
or managing member in accordance with Emerging Issues Task Force (“EITF”) Issue 04-5, Investor’s Accounting for
an Investment in a Limited Partnership when the Investor is the Sole General Partner and the Limited Partners have
Certain Rights (“EITF 04-5”). The Company applies these provisions to each of its joint venture investments to determine
whether the cost, equity or consolidation method of accounting is appropriate. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States requires management to make estimates
and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial
Statements and related notes. In preparing these financial statements, management has made its best estimates and
assumptions that affect the reported amounts of assets and liabilities. These estimates are based on, but not limited to,
historical results, industry standards and current economic conditions, giving due consideration to materiality. The most
significant assumptions and estimates relate to revenue recognition and the recoverability of trade accounts receivable,
depreciable lives, valuation of real estate and intangibles assets and liabilities, valuation of joint venture investments,
marketable securities and other investments and realizability of deferred tax assets. Application of these assumptions
requires the exercise of judgment as to future uncertainties, and, as a result, actual results could materially differ from
these estimates.
The Company is required to make subjective assessments as to whether there are impairments in the value of its real
estate properties, investments in joint ventures, marketable securities and other investments. The Company’s reported net
income is directly affected by management’s estimate of impairments and/or valuation allowances.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases.
Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These
percentage rents are recorded once the required sales level is achieved. Operating expense reimbursements are recognized
as earned. Rental income may also include payments received in connection with lease termination agreements. In
addition, leases typically provide for reimbursement to the Company of common area maintenance, real estate taxes and
other operating expenses.
The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense
reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer
credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In
addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-
petition and post-petition claims. The Company’s reported net income is directly affected by management’s estimate of
the collectability of accounts receivable.
47
Real Estate
The Company’s investments in real estate properties are stated at cost, less accumulated depreciation and
amortization. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations
and replacements, which improve and extend the life of the asset, are capitalized.
Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible
assets (primarily consisting of land, building, building improvements and tenant improvements) and identified intangible
assets and liabilities (primarily consisting of above and below-market leases, in-place leases and tenant relationships),
assumed debt and redeemable units issued in accordance with Statement of Financial Accounting Standards (“SFAS”)
No. 141, Business Combinations. Based on these estimates, the Company allocates the purchase price to the applicable
assets and liabilities. The Company utilizes methods similar to those used by independent appraisers in estimating the
fair value of acquired assets and liabilities. The useful lives of amortizable intangible assets are evaluated each reporting
period with any changes in estimated useful lives being accounted for over the revised remaining useful life.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets,
as follows:
Buildings and building improvements
Fixtures, leasehold and tenant improvements
(including certain identified intangible assets)
15 to 50 years
Terms of leases or useful
lives, whichever is shorter
The Company is required to make subjective assessments as to the useful lives of its properties for purposes of
determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments
have a direct impact on the Company’s net income.
Real estate under development on the Company’s Consolidated Balance Sheets represents ground-up development of
neighborhood and community shopping center projects which are subsequently sold upon completion and projects which
the Company may hold as long-term investments. These assets are carried at cost. The cost of land and buildings under
development includes specifically identifiable costs. The capitalized costs include pre-construction costs essential to the
development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related
costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost
capitalization when the property is held available for occupancy upon substantial completion of tenant improvements,
but no later than one year from the completion of major construction activity. If, in management’s opinion, the estimated
net sales price of these assets is less than the net carrying value, an adjustment to the carrying value would be recorded
to reflect the estimated fair value of the property. A gain on the sale of these assets is generally recognized using the full
accrual method in accordance with the provisions of SFAS No. 66, Accounting for Real Estate Sales.
On a continuous basis, management assesses whether there are any indicators, including property operating
performance and general market conditions, that the value of the real estate properties (including any related amortizable
intangible assets or liabilities) may be impaired. A property value is considered impaired only if management’s estimate of
current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining
useful life is less than the net carrying value of the property. Such cash flow projections consider factors such as expected
future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the
extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated
fair value of the property.
When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset
and estimates the sales price of such asset net of selling costs. If, in management’s opinion, the net sales price of the asset
is less than the net book value of such asset, an adjustment to the carrying value would be recorded to reflect the estimated
fair value of the property.
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting
as the Company exercises significant influence, but does not control, these entities. These investments are recorded
initially at cost and are subsequently adjusted for cash contributions and distributions. Earnings for each investment are
recognized in accordance with each respective investment agreement and, where applicable, are based upon an allocation
of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting
period.
48
The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional
and other joint venture partners in neighborhood and community shopping center properties, consistent with its core
business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus
contractually limiting the Company’s exposure to losses to the amount of its equity investment, and, due to the lender’s
exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk. The Company’s
exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these
investments. The Company, on a selective basis, obtains unsecured financing for certain joint ventures. These unsecured
financings are guaranteed by the Company with guarantees from the joint venture partners for their proportionate
amounts of any guaranty payment the Company is obligated to make.
On a continuous basis, management assesses whether there are any indicators, including property operating
performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures
may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is
less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent
impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the
estimated fair value of the investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that
includes all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates
utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market
rates for each respective property.
Marketable Securities
The Company classifies its existing marketable equity securities as available-for-sale in accordance with the
provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. These securities are carried
at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated
other comprehensive income (“OCI”). Gains or losses on securities sold are based on the specific identification method.
All debt securities are generally classified as held-to-maturity because the Company has the positive intent and
ability to hold the securities to maturity. Held-to–maturity securities are stated at amortized cost, adjusted for amortization
of premiums and accretion of discounts to maturity. Debt securities which contain conversion features are generally
classified as available-for-sale.
On a continuous basis, management assesses whether there are any indicators that the value of the Company’s
marketable securities may be impaired. A marketable security is impaired if the fair value of the security is less than the
carrying value of the security and such difference is deemed to be other-than-temporary. To the extent impairment has
occurred, the loss shall be measured as the excess of the carrying amount of the security over the estimated fair value in
the security.
RESULTS OF OPERATIONS
Comparison 2008 to 2007
2008
2007
Increase/
(Decrease) % change
Revenues from rental property (1) . . . . . . . . . . . . . .
$758.7
(all amounts in millions)
$674.5
$84.2
Rental property expenses: (2)
Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating and maintenance . . . . . . . . . . . . . . . . .
$ 13.4
98.0
104.7
$216.1
$ 12.1
82.5
89.1
$183.7
Depreciation and amortization (3) . . . . . . . . . . . . . .
$204.3
$188.1
$ 1.3
15.5
15.6
$32.4
$16.2
12.5%
10.7%
18.8%
17.5%
17.6%
8.6%
49
(1) Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating
properties during 2008 and 2007, providing incremental revenues of approximately $54.2 million, (ii) the
completion of certain development and redevelopment projects and tenant buyouts providing incremental revenues
of approximately $34.1 million for the year ended 2008 as compared to the corresponding period in 2007, partially
offset by (iii) a decrease in revenues of approximately $4.1 million for the year ended December 31, 2008, as
compared to the corresponding period in 2007, primarily resulting from the transfer of operating properties to
various unconsolidated joint venture entities and the sale of certain properties during 2008 and 2007 and (iv) an
overall occupancy decrease from the consolidated shopping center portfolio from 95.9% at December 31, 2007, to
93.2% at December 31, 2008.
(2) Rental property expenses increased primarily due to operating property acquisitions during 2008 and 2007 which
were partially offset by operating property dispositions including those transferred to various joint venture entities.
(3) Depreciation and amortization increased primarily due to operating property acquisitions during 2008 and 2007 which
were partially offset by operating property dispositions including those transferred to various joint venture entities.
Mortgage and other financing income increased $4.1 million to $18.3 million for the year ended December 31, 2008,
as compared to $14.2 million for the corresponding period in 2007. This increase is primarily due to an increase in interest
income from new mortgage receivables entered into during 2008 and 2007.
Management and other fee income decreased approximately $7.2 million for the year ended December 31, 2008, as
compared to the corresponding period in 2007. This decrease is primarily due to a decrease in other transaction related
fees of approximately $9.1 million, recognized during the year ended December 31, 2007, partially offset by an increase
in property management fees of approximately $1.9 million for the year ended December 31, 2008.
General and administrative expenses increased approximately $14.0 million for the year ended December 31, 2008,
as compared to the corresponding period in 2007. This increase is primarily due to personnel-related costs, primarily due
to the growth within the Company’s co-investment programs and the overall continued growth of the Company during
2008 and 2007. In addition, due to current economic conditions resulting in the lack of transactional activity within the
real estate industry as a whole, the Company has accrued approximately $3.6 million at December 31, 2008, relating to
severance costs associated with employees who have been terminated during January 2009.
Interest, dividends and other investment income increased approximately $19.9 million for the year ended December
31, 2008, as compared to the corresponding period in 2007. This increase is primarily due to (i) an increase in realized
gains of approximately $2.5 million resulting from the sale of certain marketable securities during 2008 as compared to
the corresponding period in 2007, (ii) an increase in interest income of approximately $16.1 million, primarily resulting
from interest earned on notes acquired in 2008 and (iii) an increase in dividend income of approximately $1.2 million
primarily resulting from increased investments in marketable securities during 2008.
Other expense, net decreased approximately $8.3 million to $2.2 million for the year ended December 31, 2008,
as compared to $10.6 million for the corresponding period in 2007. This decrease is primarily due to (i) a reduction in
Canadian withholding tax expense relating to a 2007 capital transaction from a Canadian preferred equity investment,
partially offset by (ii) the receipt of fewer shares during 2008 as compared to 2007 of Sears Holding Corp. common stock
received as partial settlement of Kmart pre-petition claims and (iii) the recognition of a $7.7 million unrealized decrease
in the fair value of an embedded derivative instrument relating to the convertible option of certain debt securities.
(Provision)/benefit for income taxes changed $45.9 million to a provision of $3.5 million for the year ended December
31, 2008, as compared to a benefit of $42.4 million for the corresponding period in 2007. This change is primarily due to
(i) a tax provision of approximately $17.3 million, partially offset by a reduction of approximately $3.1 million in NOL
valuation allowance from equity income recognized during 2008 in connection with the Albertson’s investment and (ii)
a reduction of approximately $28.1 million of NOL valuation allowance during 2007.
Income from other real estate investments increased $8.1 million for the year ended December 31, 2008, as compared
to the corresponding period in 2007. This increase is primarily due to a gain of approximately $7.2 million during the year
ended December 31, 2008, from the sale of the Company’s interest in a real estate company located in Mexico.
Equity in income of real estate joint ventures, net for the year ended December 31, 2008, was approximately $132.2
million as compared to $173.4 million for the corresponding period in 2007. This reduction of approximately $41.2
million is primarily the result of (i) a decrease in equity in income of approximately $47.1 million from the Kimco Retail
Opportunity Portfolio (“KROP”) joint venture investment primarily due to a decrease in profit participation from the
50
sale/transfer of operating properties for the year ended December 31, 2008, as compared to the corresponding period in
2007, (ii) a decrease in equity in income of approximately $25.2 million from the KIR joint venture investment primarily
resulting from fewer gains on sales of operating properties during the year ended December 31, 2008, as compared to
the corresponding period in 2007, (iii) impairment charges during 2008 of approximately $11.2 million, before income
tax benefit, relating to certain joint venture properties held by the KimPru joint venture that are deemed held-for-sale or
were transitioned to held-for-use properties, (iv) lower gains on sale of approximately $21.3 million for 2008 as compared
to 2007, partially offset by (v) an increase in equity in income of approximately $67.4 million from the Albertson’s
joint venture investment primarily resulting from gains on sale of 121 properties during 2008 as compared to 2007 and
(vi) growth within the Company’s other various real estate joint ventures due to additional capital investments for the
acquisition of additional operating properties by ventures throughout 2007 and the year ended December 31, 2008.
During 2008, the Company sold, in separate transactions, (i) two completed merchant building projects, (ii) 21
out-parcels, (iii) a partial sale of one project and (iv) a partnership interest in one project for aggregate proceeds of
approximately $73.5 million and received approximately $4.1 million of proceeds from completed earn-out requirements
on three previously sold merchant building projects. These sales resulted in gains of approximately $21.9 million, after
income taxes of $14.6 million.
During 2007, the Company sold, in separate transactions, (i) four completed merchant building projects, (ii) 26 out-
parcels, (iii) 74.3 acres of undeveloped land and (iv) completed partial sales of two projects, for aggregate total proceeds
of approximately $310.5 million and approximately $3.3 million of proceeds from completed earn-out requirements on
previously sold projects. These transactions resulted in gains of approximately $24.1 million, after income taxes of $16.0
million.
For the year ended December 31, 2008, the Company recognized non-cash impairment charges of approximately
$114.8 million, net of income tax benefit of approximately $31.1 million, of which approximately $105.1 million of these
charges where taken in the fourth quarter of 2008.
Approximately $92.7 million of the total non-cash impairment charges for the year ended December 31, 2008, were
due to the decline in value of certain marketable equity securities and other investments that were deemed to be other-
than-temporary. Of the $92.7 million, approximately $83.1 million of these impairment charges were taken at the end of
the fourth quarter of 2008 resulting from the unprecedented deterioration of the equity markets during the fourth quarter
and the uncertainty of their future recoverability.
The Company recognized a non-cash impairment charge of $15.5 million against the carrying value of its investment
in its unconsolidated joint ventures with PREI, reflecting an other-than-temporary decline in the fair value of its investment
resulting from further significant declines in the real estate markets during the fourth quarter of 2008. Also, impairments
of approximately $6.6 million were recognized on real estate development projects including Plantations Crossing located
in Middleburg, FL and Miramar Town Center located in Miramar, FL. These development project impairment charges
are the result of adverse changes in local market conditions and the uncertainty of their recovery in the future.
The Company will continue to assess the value of all its assets on an on-going basis. Based on these assessments,
the Company may determine that a decline in value for one or more of its investments may be other-than-temporary or
permanent and would therefore write-down its cost basis accordingly.
During 2008, the Company disposed of seven operating properties and a portion of four operating properties, in
separate transactions, for an aggregate sales price of approximately $73.0 million, which resulted in an aggregate gain of
approximately $20.0 million. In addition, the Company partially recognized deferred gains of approximately $1.2 million
on three properties relating to their transfer and partial sale in connection with the Kimco Income Fund II transaction
described below.
During 2007 the Company transferred 11 operating properties to a wholly-owned consolidated entity, Kimco
Income Fund II (“KIF II”), for an aggregate purchase price of approximately $278.2 million, including non-recourse
mortgage debt of $180.9 million, encumbering 11 of the properties. During 2008, the Company transferred an additional
three properties for $73.9 million, including $50.6 million in non-recourse mortgage debt. During 2008 the Company
sold a 26.4% non-controlling ownership interest in the entity to third parties for approximately $32.5 million, which
approximated the Company’s cost. The Company continues to consolidate this entity.
Additionally, during 2008, the Company disposed of an operating property for approximately $21.4 million.
The Company provided seller financing for approximately $3.6 million, which bears interest at 10% per annum and is
scheduled to mature on May 1, 2011. Due to the terms of this financing the Company has deferred its gain of $3.7 million
from this sale.
51
Additionally, during 2008, a consolidated joint venture in which the Company had a preferred equity investment
disposed of a property for a sales price of approximately $35.0 million. As a result of this capital transaction, the Company
received approximately $3.5 million of profit participation, before minority interest of approximately $1.1 million. This
profit participation has been recorded as income from other real estate investments and is reflected in Income from
discontinued operating properties in the Company’s Consolidated Statements of Income.
During 2007, the Company (i) disposed of six operating properties and completed partial sales of three operating
properties, in separate transactions, for an aggregate sales price of approximately $40.0 million, which resulted in an
aggregate net gain of approximately $6.4 million, after income taxes of approximately $1.6 million and (ii) transferred
one operating property, which was acquired in the first quarter of 2007, to a joint venture in which the Company holds a
15% non-controlling ownership interest for an aggregate price of approximately $4.5 million, which represented the net
book value.
Additionally, during 2007, two consolidated joint ventures in which the Company had preferred equity investments
disposed of, in separate transactions, their respective properties for an aggregate sales price of approximately $66.5
million. As a result of these capital transactions, the Company received approximately $22.1 million of profit participation,
before minority interest of approximately $5.6 million. This profit participation has been recorded as income from other
real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated
Statements of Income.
Net income for the year ended December 31, 2008, was $249.9 million or $0.78 on a diluted per share basis as
compared to $442.8 million or $1.65 on a diluted per share basis for the corresponding period in 2007. This change is
primarily attributable to (i) the recognition of non-cash impairment charges aggregating approximately $121.5 million, net
of income tax benefit, resulting from continuing declines in the equity securities and real estate markets, (ii) recognition
of an extraordinary gain of approximately $50.3 million, net of income tax, in 2007, relating to the Albertson’s joint
venture, (iii) a reduction of Equity in income of real estate joint ventures of approximately $41.2 million, primarily due
to a decrease in profit participation and gain on sales of operating properties during 2008 as compared to 2007, (iv) a
decrease in the reduction of NOL valuation allowance and the recording of a provision from equity in income recognized
during 2008 in connection with the Albertson’s investment, partially offset by (v) an increase in revenues from rental
properties primarily due to acquisitions of operating properties during 2008 and 2007.
Comparison 2007 to 2006
2007
2006
Increase/
(Decrease) % change
Revenues from rental property (1) . . . . . . . . . . . . . .
$674.5
(all amounts in millions)
$580.6
$93.9
Rental property expenses: (2)
Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating and maintenance . . . . . . . . . . . . . . . . .
$ 12.1
82.5
89.1
$183.7
$ 11.5
73.6
72.0
$157.1
Depreciation and amortization (3) . . . . . . . . . . . . . .
$188.1
$137.8
$ 0.6
8.9
17.1
$26.6
$50.3
16.2%
5.2%
12.1%
23.8%
16.9%
36.5%
(1) Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating
properties during 2007 and 2006, providing incremental revenues of approximately $85.5 million, (ii) an overall
occupancy increase from the consolidated shopping center portfolio to 95.9% at December 31, 2007, as compared to
95.1% at December 31, 2006, due to growth in rental rates from renewing expiring leases, the completion of certain
redevelopment and development projects and tenant buyouts providing incremental revenues of approximately $14.6
million for the year ended December 31, 2007, as compared to the corresponding period in 2006, offset by (iii)
a decrease in revenues of approximately $6.2 million for the year ended December 31, 2007, as compared to the
corresponding period in 2006, resulting from the transfer of operating properties to various unconsolidated joint
venture entities, and the sale of certain properties during 2007 and 2006.
(2) Rental property expenses increased primarily due to operating property acquisitions during 2007 and 2006, which
were partially offset by operating property dispositions including those transferred to various joint venture entities.
52
(3) Depreciation and amortization increased primarily due to operating property acquisitions during 2007 and 2006, which
were partially offset by operating property dispositions including those transferred to various joint venture entities.
Mortgage and other financing income decreased $4.6 million to $14.2 million for the year ended December 31, 2007,
as compared to $18.8 million for the corresponding period in 2006. This decrease is primarily due to the recognition of
accretion income of approximately $6.2 million, resulting from the early prepayment of a mortgage receivable in 2006
partially offset by an overall increase in interest income on mortgage receivables entered into in 2007 and 2006.
Management and other fee income increased approximately $14.2 million for the year ended December 31, 2007, as
compared to the corresponding period in 2006. This increase is primarily due to increased property management fees and
other transaction related fees related to the growth in the Company’s co-investment programs.
General and administrative expenses increased approximately $27.4 million for the year ended December 31, 2007,
as compared to the corresponding period in 2006. This increase is primarily due to personnel-related costs, primarily due
to growth within the Company’s co-investment programs and the overall continued growth of the Company.
Interest, dividends and other investment income decreased approximately $19.6 million for the year ended December
31, 2007, as compared to the corresponding period in 2006. This decrease is primarily due to a decrease in realized gains
resulting from the sale of certain marketable securities during 2007 as compared to the corresponding period in 2006.
Other (expense)/income, net decreased approximately $19.5 million to $10.6 million of an expense for the year
ended December 31, 2007, as compared to $8.9 million in income for the corresponding period in 2006. This decrease
is primarily due to (i) the receipt of fewer shares during 2007 as compared to 2006 of Sears Holding Corp. common
stock received as partial settlement of Kmart pre-petition claims and (ii) an increase in Canadian withholding charges
on profit participation proceeds received during 2007 relating to capital transactions from a Canadian preferred equity
investment.
Interest expense increased approximately $43.0 million for the year ended December 31, 2007, as compared to the
corresponding period in 2006. This increase is due to higher interest rates and higher outstanding levels of debt during
the year ended December 31, 2007, as compared to 2006.
Benefit for income taxes increased $46.8 million for the year ended December 31, 2007, as compared to the
corresponding period in 2006. This increase is primarily due to the reduction of approximately $31.2 million of NOL
valuation allowance and a tax benefit of approximately $10.1 million from operating losses recognized in connection with
the Albertson’s investment.
Equity in income of real estate joint ventures, net increased $67.8 million to $173.4 million for the year ended
December 31, 2007, as compared to $105.5 million for the corresponding period in 2006. This increase is primarily
the result of (i) an increase in equity in income from the Kimco Realty Opportunity Portfolio (“KROP”) joint venture
investment primarily resulting from profit participation of approximately $39.3 million and gains on sale/transfer of
operating properties during 2007 of which the Company’s share of gains were $12.8 million for the year ended December
31, 2007, (ii) an increase in equity in income from the Kimco Income Opportunity Portfolio (“KIR”) joint venture
investment primarily resulting from gains on sale of operating properties during 2007 of which the Company’s share
of gains was $20.7 million for the year ended December 31, 2007, and (iii) the Company’s growth of its various other
real estate joint ventures due to additional capital investments for the acquisition of additional operating properties by
the ventures throughout 2007 and 2006, partially offset by net operating losses and excess cash distribution from the
Albertson’s joint venture of approximately $7.9 million during 2007.
During 2007, the Company sold, in separate transactions, (i) four completed merchant building projects, (ii) 26 out-
parcels, (iii) 74.3 acres of undeveloped land and (iv) completed partial sales of two projects, for aggregate total proceeds
of approximately $310.5 million and approximately $3.3 million of proceeds from completed earn-out requirements on
previously sold projects. These transactions resulted in gains of approximately $24.1 million, after income taxes of $16.0
million.
As part of the Company’s ongoing analysis of its merchant building projects, the Company has determined that for
two of its projects, located in Jacksonville, FL and Anchorage, AK, the recoverable value will not exceed their estimated
cost. This is primarily due to adverse changes in local market conditions and the uncertainty of their recovery in the
future. As a result, the Company has recorded an aggregate pre-tax adjustment of property carrying value on these
projects for the year ended December 31, 2007, of $8.5 million, representing the excess of the carrying value of the
projects over their estimated fair value.
53
During 2006, the Company sold six recently completed merchant building projects, its partnership interest in one
project and 30 out-parcels, in separate transactions, for approximately $260.0 million. These sales resulted in gains of
approximately $25.1 million, after income taxes of $12.2 million. These gains exclude approximately $1.1 million of gain
relating to one project, which was deferred due to the Company’s continued ownership interest.
During 2007, the Company (i) disposed of six operating properties and completed partial sales of three operating
properties, in separate transactions, for an aggregate sales price of approximately $40.0 million, which resulted in an aggregate
net gain of approximately $6.4 million, after income tax of approximately $1.6 million and (ii) transferred one operating
property, which was acquired in the first quarter of 2007, to a joint venture in which the Company holds a 15% non-controlling
ownership interest for an aggregate price of approximately $4.5 million, which represented the net book value.
Additionally, during 2007, two consolidated joint ventures in which the Company had preferred equity investments
disposed of, in separate transactions, their respective properties for an aggregate sales price of approximately $66.5
million. As a result of these capital transactions, the Company received approximately $22.1 million of profit participation,
before minority interest of approximately $5.6 million. This profit participation has been recorded as income from other
real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated
Statements of Income.
During 2006, the Company disposed of (i) 28 operating properties and one ground lease for an aggregate sales price
of $270.5 million, which resulted in an aggregate net gain of approximately $71.7 million, net of income taxes of $2.8
million relating to the sale of two properties, and (ii) transferred five operating properties, to joint ventures in which the
Company has 20% non-controlling interests for an aggregate price of approximately $95.4 million, which resulted in a
gain of approximately $1.4 million from one transferred property.
Net income for the year ended December 31, 2007 was $442.8 million or $1.65 on a diluted per share basis as
compared to $428.3 million or $1.70 on a diluted per share basis for the corresponding period in 2006. This change is
primarily attributable to (i) an increase in revenues from rental properties primarily due to acquisitions of operating
properties during 2007 and 2006, (ii) an increase in equity in income of real estate joint ventures achieved from profit
participation and gains on sale of joint venture operating properties and additional capital investments in the Company’s
joint venture programs for the acquisition of additional operating properties throughout 2007 and 2006, (iii) earnings of
$75.5 million related to the Albertson’s investment monetization, partially offset by (iv) a decrease in income resulting
from the sale of certain marketable securities during the corresponding period in 2006 and (v) a decrease in gains on sale
of operating properties in 2007 as compared to 2006.
TENANT CONCENTRATIONS
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic
distribution of its properties, avoiding dependence on any single property and a large tenant base. At December 31, 2008,
the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s and Wal-Mart, which
represented approximately 3.3%, 2.8%, 2.5%, 2.2% and 1.8%, respectively, of the Company’s annualized base rental
revenues, including the proportionate share of base rental revenues from properties in which the Company has less than
a 100% economic interest.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s capital resources include accessing the public debt and equity capital markets, when available,
mortgage and construction loan financing and immediate access to unsecured revolving credit facilities with aggregate
bank commitments of approximately $1.7 billion.
The Company’s cash flow activities are summarized as follows (in millions):
Year Ended December 31,
2007
$
666.0
$ (1,507.6)
584.1
$
2008
$ 567.6
$ (781.4)
$ 262.4
2006
$ 455.6
$ (246.2)
$ 59.4
Net cash flow provided by operating activities . . . . . . .
Net cash flow used for investing activities . . . . . . . . . .
Net cash flow provided by financing activities . . . . . . .
54
OPERATING ACTIVITIES
Cash flows provided from operating activities for the year ended December 31, 2008, were approximately $567.6
million, as compared to approximately $666.0 million for the comparable period in 2007. The change of approximately
$98.4 million is primarily attributable to (i) a decrease in distributions from joint ventures resulting from a decrease of
approximately $66.2 million in distributions from the Albertson’s investment during 2008 as compared to 2007 and a
decrease of approximately $74.8 million in distributions from other joint venture investments, primarily from the KROP
joint venture investment, which was due to a decrease in profit participation from the sale/transfer of operating properties
for the year ended December 31, 2008, as compared to the corresponding period in 2007, partially offset by increased cash
flows due to (ii) the acquisition of properties during 2008 and 2007 and (iii) growth in rental rates from lease renewals
and the completion of certain re-development and development projects.
Recently, the capital and credit markets have become increasingly volatile and constrained as a result of adverse
conditions that have caused the failure and near failure of a number of large financial services companies. If the capital
and credit markets continue to experience volatility and the availability of funds remains limited, the Company will
incur increased costs associated with issuing or obtaining debt. In addition, it is possible that the Company’s ability to
access the capital and credit markets may be limited by these or other factors. Notwithstanding the foregoing, at this time
the Company anticipates that cash flows from operating activities will continue to provide adequate capital to fund its
operating and administrative expenses, regular debt service obligations and dividend payments in accordance with REIT
requirements in both the short term and long term.
The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it
has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results.
Although the credit environment has become much more constrained since the third quarter of 2008, the Company
continues to pursue opportunities with large commercial U.S. and global banks, select life insurance companies and
certain regional and local banks. The Company has noticed a trend that the approval process from lenders has slowed,
while pricing and loan-to-value ratios remain dependent on specific deal terms, in general, spreads are higher and loan-
to-values are lower, but the lenders are continuing to complete financing agreements. Moreover, the Company continues
to assess 2009 and beyond to ensure the Company is prepared if the current credit market dislocation continues.
Debt maturities for 2009 consist of: $451.9 million of consolidated debt; $756.1 million of unconsolidated
joint venture debt; and $245.0 million of preferred equity debt, assuming the utilization of extension options where
available. The 2009 consolidated debt maturities are anticipated to be repaid with operating cash flows, borrowings from
the Company’s credit facilities, which at December 31, 2008, the Company had approximately $1.0 billion available under
these credit facilities, and debt refinancings. The 2009 unconsolidated joint venture and preferred equity debt maturities
are anticipated to be repaid through debt refinancing and partner capital contributions, as deemed appropriate.
The Company anticipates that cash on hand, borrowings under its revolving credit facilities, issuance of equity and
public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. Net
cash flow provided by operating activities for the year ended December 31, 2008, was primarily attributable to (i) cash
flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2008 and 2007,
(iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) contributions from the Company’s joint
venture and Preferred Equity programs.
INVESTING ACTIVITIES
Cash flows used for investing activities for the year ended December 31, 2008, were approximately $781.4 million,
as compared to approximately $1.5 billion for the comparable period in 2007. This decrease in cash utilization of
approximately $726.3 million resulted primarily from decreases in (i) the acquisition of and improvements to operating
real estate, (ii) the acquisition of and improvements to real estate under development and (iii) the Company’s investment
and advances to joint ventures, partially offset by (iv) an increase in cash utilized for investments in marketable securities
including the acquisition of the Valad convertible notes and equity securities during 2008 and (v) a decrease in proceeds
from the sale of development properties during the 2008 as compared to the corresponding period in 2007.
55
Acquisitions of and Improvements to Operating Real Estate
During the year ended December 31, 2008, the Company expended approximately $266.2 million towards acquisition
of and improvements to operating real estate including $68.9 million expended in connection with redevelopments and
re-tenanting projects as described below. (See Note 3 of the Notes to the Consolidated Financial Statements included in
this annual report on Form 10-K.)
The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive
position in the marketplace. The Company anticipates its capital commitment toward these and other redevelopment
projects during 2009 will be approximately $50.0 million to $80.0 million. The funding of these capital requirements will
be provided by cash flow from operating activities and availability under the Company’s revolving lines of credit.
Investments and Advances to Real Estate Joint Ventures
During the year ended December 31, 2008, the Company expended approximately $219.9 million for investments
and advances to real estate joint ventures and received approximately $118.7 million from reimbursements of advances
to real estate joint ventures. (See Note 7 of the Notes to the Consolidated Financial Statements included in this annual
report on Form 10-K.)
Acquisitions of and Improvements to Real Estate Under Development
The Company is engaged in ground-up development projects which consist of (i) merchant building through the
Company’s wholly-owned taxable REIT subsidiaries, which develop neighborhood and community shopping centers and
the subsequent sale thereof upon completion, (ii) U.S. ground-up development projects which will be held as long-term
investments by the Company and (iii) various ground-up development projects located in Latin America for long-term
investment (see Recent Developments - International Real Estate Investments and Note 3 of the Notes to Consolidated
Financial Statements included in this annual report on Form 10-K). The ground-up development projects generally have
significant pre-leasing prior to the commencement of construction. As of December 31, 2008, the Company had in progress
a total of 47 ground-up development projects including 11 merchant building projects, one U.S. ground-up development
project, 29 ground-up development projects located throughout Mexico, three ground-up development projects located in
Chile, two ground-up development projects located in Brazil and one ground-up development project located in Peru.
During the year ended December 31, 2008, the Company expended approximately $389.0 million in connection
with construction costs and the purchase of land related to ground-up development projects. The Company anticipates its
capital commitment during 2009 toward these and other development projects will be approximately $150.0 million to
$200.0 million. The proceeds from the sales of completed ground-up development projects, proceeds from construction
loans and availability under the Company’s revolving lines of credit are expected to be sufficient to fund these anticipated
capital requirements.
Dispositions and Transfers
During the year ended December 31, 2008, the Company received net proceeds of approximately $176.3 million
relating to the sale of various operating properties and ground-up development projects and approximately $32.4 million
from the transfer of operating properties to various joint ventures. (See Notes 3 and 7 of the Notes to the Consolidated
Financial Statements included in this annual report on Form 10-K.)
FINANCING ACTIVITIES
Cash flows provided from financing activities for the year ended December 31, 2008, were approximately $262.4
million, as compared to approximately $584.1 million for the comparable period in 2007. This decrease of approximately
$321.7 million resulted primarily from the (i) decrease in proceeds provided by mortgage/construction loan financing of
approximately $337.5 million, (ii) a decrease of $300.0 million in proceeds from the issuance of unsecured senior notes
and (iii) the increase in dividends paid during 2008 as compared to the corresponding period in 2007, offset by (iv) an
increase in borrowings under the Company’s unsecured revolving credit facilities of approximately $185.0 million and
(v) a decrease in repayment of unsecured senior notes and repayments of borrowings under unsecured revolving credit
facilities of approximately $187.5 million.
56
The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its
commitment to maintaining its investment-grade debt ratings. The Company may, from time-to-time, seek to obtain funds
through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan
financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt
structure.
Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as
its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its
public unsecured debt and equity, raising in the aggregate over $6.1 billion. Proceeds from public capital market activities
have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and
community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio
and other investments. These markets have experienced extreme volatility and deterioration since the third quarter 2008. As
available, the Company will continue to access these markets. In March 2006, the Company was added to the S & P 500
Index, an index containing the stock of 500 Large Cap corporations, most of which are U.S. corporations.
The Company has a $1.5 billion unsecured U.S. revolving credit facility (the “U.S. Credit Facility”) with a group of
banks, which is scheduled to expire in October 2011. The Company has a one-year extension option related to this facility.
This credit facility has made available funds to finance general corporate purposes, including (i) property acquisitions,
(ii) investments in the Company’s institutional management programs, (iii) development and redevelopment costs and (iv)
any short-term working capital requirements, including managing the Company’s debt maturities. Interest on borrowings
under the U.S. Credit Facility accrues at LIBOR plus 0.425% and fluctuates in accordance with changes in the Company’s
senior debt ratings. As part of this U.S. Credit Facility, the Company has a competitive bid option whereby the Company
may auction up to $750.0 million of its requested borrowings to the bank group. This competitive bid option provides the
Company the opportunity to obtain pricing below the currently stated spread. A facility fee of 0.15% per annum is payable
quarterly in arrears. As part of the U.S. Credit Facility, the Company has a $200.0 million sub-limit which provides it
the opportunity to borrow in alternative currencies such as Pounds Sterling, Japanese Yen or Euros. As of December 31,
2008, there was $675.0 million outstanding and $23.5 million in letter of credit appropriations under this credit facility.
Pursuant to the terms of the U.S. Credit Facility, the Company, among other things, is subject to maintenance of various
covenants. The Company is currently not in violation of these covenants. The financial covenants for the U.S. Credit
Facility are as follows:
Covenant
Total Indebtedness to Gross Asset Value (“GAV”) . . . . . . . . . . . . . . .
Total Priority Indebtedness to GAV . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unencumbered Asset Net Operating Income to
Total Unsecured Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed Charge Total Adjusted EBITDA to Total Debt Service . . . . . . .
Limitation of Investments, Loans and Advances . . . . . . . . . . . . . . . . .
Must Be
<60%
<35%
As of 12/31/08
47%
11%
>1.75x
>1.50x
<30% of GAV
2.77x
2.57x
18% of GAV
For a full description of the US Credit Facility’s covenants refer to the Credit Agreement dated as of October 25,
2007 filed in the Company’s Current Report on Form 8-K dated October 25, 2007.
The Company also has a three-year CAD $250.0 million unsecured credit facility with a group of banks. This facility
bore interest at the CDOR Rate, as defined, plus 0.45%, and was scheduled to expire in March 2008. During October
2007, the facility was amended to modify the covenant package to conform to the Company’s U.S. Credit Facility. The
facility was further amended in January 2008, to extend the maturity date to 2011, with an additional one-year extension
option, at a reduced rate of CDOR plus 0.425%, subject to change in accordance with the Company’s senior debt ratings.
This facility also permits U.S. dollar denominated borrowings. Proceeds from this facility are used for general corporate
purposes, including the funding of Canadian denominated investments. As of December 31, 2008, there was CAD $40.0
million (approximately USD $32.7 million) outstanding balance under this credit facility. The Canadian facility covenants
are the same as the U.S. Credit Facility covenants described above.
Additionally, the Company had a three-year MXP 500.0 million unsecured revolving credit facility which bore
interest at the TIIE Rate, as defined therein, plus 1.00%, subject to change in accordance with the Company’s senior debt
ratings, and was scheduled to mature in May 2008. During March 2008, the Company obtained a MXP 1.0 billion term
loan, which bears interest at a rate of 8.58%, subject to change in accordance with the Company’s senior debt ratings, and
is scheduled to mature in March 2013. The Company utilized proceeds from this term loan to fully repay the outstanding
balance of the MXP 500.0 million unsecured revolving credit facility, which has been terminated. Remaining proceeds
57
from this term loan were used for funding MXP denominated investments. As of December 31, 2008, the outstanding
balance on this term loan was MXP 1.0 billion (approximately USD $73.9 million). The Mexican term loan covenants are
the same as the U.S. and Canadian Credit Facilities covenants described above.
The Company has a Medium Term Notes (“MTN”) program pursuant to which it may, from time-to-time, offer for
sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in
its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt
maturities. (See Note 11 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.)
The Company’s supplemental indenture governing its medium term notes and senior notes contains the following
covenants, all of which the Company is compliant with:
Covenant
Consolidated Indebtedness to Total Assets . . . . . . . . . . . . . . . . . . . . .
Consolidated Secured Indebtedness to Total Assets . . . . . . . . . . . . . .
Consolidated Income Available for Debt Service to maximum
Must Be
<60%
<40%
As of 12/31/08
49%
11%
Annual Service Charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
>1.50x
Unencumbered Total Asset Value to Consolidated Unsecured
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
>1.50x
2.9x
2.1x
For a full description of the Indenture’s covenants refer to the Indenture dated September 1, 1993, First Supplemental
Indenture dated August 4, 1994, the Second Supplemental Indenture dated April 7, 1995, and the Third Supplemental
Indenture dated June 2, 2006, as filed with the SEC. See Exhibits Index on page 70, for specific filing information.
During the year ended December 31, 2008, the Company repaid its $100.0 million 3.95% medium term notes, which
matured on August 5, 2008, and its $25.0 million 7.2% senior notes, which matured on September 15, 2008.
In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain
mortgage financing on selected properties and construction loans to partially fund the capital needs of its ground-up
development projects. As of December 31, 2008, the Company had over 390 unencumbered property interests in its
portfolio.
During 2008, the Company (i) obtained an aggregate of approximately $16.7 million of non-recourse mortgage
debt on three operating properties, (ii) assumed approximately $101.1 million of individual non-recourse mortgage debt
relating to the acquisition of five operating properties, including approximately $0.8 million of fair value debt adjustments
and (iii) paid off approximately $73.4 million of individual non-recourse mortgage debt that encumbered 11 operating
properties.
During 2008, the Company obtained individual construction loans on three merchant building projects. Additionally,
the Company repaid a construction loan on one merchant building project. At December 31, 2008, total loan commitments
on the Company’s 16 outstanding construction loans aggregated approximately $364.2 million of which approximately
$268.3 million has been funded. These loans have scheduled maturities ranging from two months to 42 months and bear
interest at rates ranging from 1.81% to 3.19% at December 31, 2008. Approximately $194.0 million of the outstanding loan
balance matures in 2009. These maturing loans are anticipated to be repaid with operating cash flows, borrowings under
the Company’s credit facilities and additional debt financings. In addition, the Company may pursue or exercise existing
extension options with lenders where available.
During May 2006, the Company filed a shelf registration statement on Form S-3ASR, which is effective for a term
of three-years, for unlimited future offerings, from time-to-time, of debt securities, preferred stock, depositary shares,
common stock and common stock warrants.
During September 2008, the Company completed a primary public stock offering of 11,500,000 shares of the
Company’s common stock. The net proceeds from this sale of common stock, totaling approximately $409.4 million
(after related transaction costs of $0.6 million) were used to partially repay the outstanding balance under the Company’s
U.S. revolving credit facility.
During 2008, the Company received approximately $38.3 million through employee stock option exercises and the
dividend reinvestment program.
58
In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company
expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash
flows, The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis
as they monitor sources of capital and evaluate the impact of the economy and capital markets availability on operating
fundamentals. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally
intends to maintain a conservative dividend payout ratio, reserving such amounts as it considers necessary for the expansion
and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other
investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate. Cash
dividends paid increased to $469.0 million in 2008, compared to $384.5 million in 2007 and $332.6 million in 2006.
Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to
continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by
the Company in short-term money market or other suitable instruments. The Company’s Board of Directors declared a
quarterly dividend of $0.44 per common share payable to shareholders of record on January 2, 2009, which was paid on
January 15, 2009. In addition, the Board of Directors declared a regular quarterly cash dividend of $0.44 per common
share payable April 15, 2009 to shareholders of record on April 6, 2009.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
The Company has debt obligations relating to its revolving credit facilities, MTNs, senior notes, mortgages and
construction loans with maturities ranging from less than one year to 27 years. As of December 31, 2008, the Company’s
total debt had a weighted average term to maturity of approximately 4.5 years. In addition, the Company has non-
cancelable operating leases pertaining to its shopping center portfolio. As of December 31, 2008, the Company has
48 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the
underlying land to the Company to construct and/or operate a shopping center. In addition, the Company has 16 non-
cancelable operating leases pertaining to its retail store lease portfolio. The following table summarizes the Company’s
debt maturities, excluding extension options, and obligations under non-cancelable operating leases as of December 31,
2008 (in millions):
Long-Term Debt- Principal(1). . . . . . . . .
Long-Term Debt- Interest(2) . . . . . . . . . .
Operating Leases . . . . . . . . . . . . . . . . . .
Ground Leases . . . . . . . . . . . . . . . . .
Retail Store Leases . . . . . . . . . . . . . .
2009
$566.7
$200.0
2010
$346.5
$183.4
2011
$ 1,112.8
$ 157.5
2012
$293.8
$141.2
2013
$599.7
$107.2
Thereafter
$ 1,619.6
$ 134.5
Total
$ 4,539.1
$ 923.8
$ 10.9
3.7
$
$
$
8.9
3.7
$
$
6.7
3.1
$
$
6.0
2.1
$
$
5.3
1.3
$ 108.7
0.5
$
$ 146.5
14.4
$
(1) maturities utilized do not reflect extension options, which range from six months to two years.
(2)
for loans which have interest at floating rates, future interest expense was calculated using the rate as of December
31, 2008.
The Company has $50.0 million of medium term notes, $130.0 million of senior unsecured notes, $6.1 of unsecured
notes payable, $173.6 million of mortgage debt and $194.0 million of construction loans scheduled to mature in 2009.
The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving
credit facilities, refinancing of debt, new debt issuances, when available, and the sale of completed ground-up development
projects.
The Company has issued letters of credit in connection with completion and repayment guarantees for construction
loans encumbering certain of the Company’s ground-up development projects and guaranty of payment related to the
Company’s insurance program. These letters of credit aggregate approximately $34.3 million.
During August 2008, KimPru entered into a new $650.0 million credit facility which matures in August 2009,
with the option to extend for one year, and bears interest at a rate of LIBOR plus 1.25%. KimPru is obligated to pay
down a minimum of $165.0 million, among other requirements, in order to exercise the one-year extension option. The
required pay down is expected to be sourced from property sales, other debt financings and/or capital contributions by
the partners. This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any
guaranty payment the Company is obligated to make. Proceeds from this new credit facility were used to repay the
59
outstanding balance of $658.7 million under an existing $1.2 billion credit facility, which was scheduled to mature in
October 2008 and bore interest at a rate of LIBOR plus 0.45%. As of December 31, 2008, the outstanding balance on the
new credit facility was $650.0 million.
During September 2008, a joint venture in which the Company has a non-controlling ownership interest obtained a
$37.0 million mortgage loan, which is jointly and severally guaranteed by the Company and the joint venture partner, with
a commitment of up to $37.0 million of which $26.9 million was outstanding as of December 31, 2008. This loan bears
interest at 6.375% and is scheduled to mature in October 2019.
During October 2008, a joint venture in which the Company has a non-controlling ownership interest entered into
an extension and modification agreement for a $28.0 million term loan. The loan is guaranteed by the Company, with
a commitment of up to $28.0 million of which $28.0 million was outstanding as of December 31, 2008. This loan bears
interest at LIBOR plus 1.65%, which was 2.09% at December 31, 2008, and is scheduled to mature in March 2009. The
Company is currently negotiating with lenders regarding extending or refinancing this debt.
During June 2007, the Company entered into a joint venture, in which the Company has a non-controlling ownership
interest, and acquired all of the common stock of InTown Suites Management, Inc. This investment was funded with
approximately $186.0 million of new cross-collateralized non-recourse mortgage debt with a fixed interest rate of 5.59%,
encumbering 35 properties, a $153.0 million three-year unsecured credit facility, with two one-year extension options,
which bears interest at LIBOR plus 0.375% and is guaranteed by the Company and the assumption of $278.6 million
cross-collateralized non-recourse mortgage debt with fixed interest rates ranging from 5.19% to 5.89%, encumbering 86
properties. The joint venture partner has pledged its equity interest for any guaranty payment the Company is obligated to
pay. The outstanding balance on the three-year unsecured credit facility was $147.5 million as of December 31, 2008. The
joint venture obtained an interest rate swap at 5.37% on $128.0 million of this debt. The swap is designated as a cash flow
hedge and is deemed highly effective; as such adjustments to the swaps fair value are recorded in Other comprehensive
income.
During November 2007, the Company entered into a joint venture, in which the Company has a non-controlling
ownership interest, to acquire a property in Houston, Texas. This investment was funded with a $24.5 million unsecured
credit facility scheduled to mature in November 2009, with a six-month extension option, which bears interest at LIBOR
plus 0.375% and is guaranteed by the Company. The outstanding balance on this credit facility as of December 31, 2008,
was $24.5 million.
During April 2007, the Company entered into a joint venture, in which the Company has a 50% non-controlling
ownership interest to acquire a property in Visalia, CA. Subsequent to this acquisition the joint venture obtained a $6.0
million three-year promissory note which bears interest at LIBOR plus 0.75% and has an extension option of two-years.
This loan is jointly and severally guaranteed by the Company and the joint venture partner. As of December 31, 2008, the
outstanding balance on this loan was $6.0 million.
During 2006, an entity in which the Company has a preferred equity investment, located in Montreal, Canada,
obtained a non-recourse construction loan, which is collateralized by the respective land and project improvements.
Additionally, the Company has provided a guaranty to the lender and the developer partner has provided an indemnity
to the Company for 25% of all debt. As of December 31, 2008, there was CAD $89.0 million (approximately USD $72.7
million) outstanding on this construction loan.
In connection with the construction of its development projects and related infrastructure, certain public agencies
require performance and surety bonds be posted to guarantee that the Company’s obligations are satisfied. These bonds
expire upon the completion of the improvements and infrastructure. As of December 31, 2008, there were approximately
$61.8 million bonds outstanding.
Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD
$7.0 million (approximately USD $5.7 million) letter of credit facility. This facility is jointly guaranteed by RioCan and
the Company and had approximately CAD $4.6 million (approximately USD $3.8 million) outstanding as of December
31, 2008, relating to various development projects.
During 2005, an entity in which the Company has a preferred equity investment obtained a CAD $24.3 million
(approximately USD $19.8 million) credit facility to finance the construction of a 0.1 million square foot shopping center
property located in Kamloops, B.C. This facility bears interest at Royal Bank Prime Rate (“RBP”) plus 0.5% per annum
and was scheduled to mature in March 2008. During 2008, this facility was extended to expire on February 28, 2009. The
Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million (approximately USD
60
$6.1 million) on this facility. As of December 31, 2008, there was CAD $22.3 million (approximately USD $18.2 million)
outstanding on this facility. The Company and its partner are currently negotiating with lenders regarding extending or
refinancing this debt.
During 2005, PL Retail, a joint venture in which the Company holds a 15% non-controlling interest, entered into a
$39.5 million unsecured revolving credit facility, which bears interest at LIBOR plus 0.50% and was scheduled to mature
in February 2008. During 2008, the loan was extended to February 2009. This facility is guaranteed by the Company and
the joint venture partner has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company
is obligated to make. As of December 31, 2008, there was $35.6 million outstanding under this facility. During February
2009, PL Retail made a principal payment of $5.6 million and obtained a one-year extension option at LIBOR plus 400
basis points for the remaining balance of $30.0 million.
Additionally, during 2005, the Company acquired three operating properties and one land parcel, through joint ventures,
in which the Company holds 50% non-controlling interests. Subsequent to these acquisitions, the joint ventures obtained
four individual loans aggregating $20.4 million with interest rates ranging from LIBOR plus 1.00% to LIBOR plus 3.50%.
During 2007, one of these properties was sold for a sales price of approximately $10.5 million, including the pay down of $5.0
million of debt. These loans are scheduled to mature in May 2009, October 2009 and December 2009. During 2008, one of
the loans was increased by $2.0 million. As of December 31, 2008, there was an aggregate of $17.4 million outstanding on
these loans. These loans are jointly and severally guaranteed by the Company and the joint venture partner.
OFF-BALANCE SHEET ARRANGEMENTS
Unconsolidated Real Estate Joint Ventures
The Company has investments in various unconsolidated real estate joint ventures with varying structures. These
joint ventures operate either shopping center properties or are established for development projects. Such arrangements
are generally with third-party institutional investors, local developers and individuals. The properties owned by the joint
ventures are primarily financed with individual non-recourse mortgage loans, however, the Company, on a selective basis,
obtains unsecured financing for certain joint ventures. These unsecured financings are guaranteed by the Company with
guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is
obligated to make. Non-recourse mortgage debt is generally defined as debt whereby the lenders’ sole recourse with
respect to borrower defaults is limited to the value of the property collateralized by the mortgage. The lender generally
does not have recourse against any other assets owned by the borrower or any of the constituent members of the borrower,
except for certain specified exceptions listed in the particular loan documents (See Note 7 of the Notes to Consolidated
Financial Statements included in this annual report on Form 10-K).
These investments include the following joint ventures:
Venture
Kimco
Ownership
Interest
KimPru (c) . . . . . . . . . 15.00%
KIR (d) . . . . . . . . . . . . 45.00%
PL Retail (e) . . . . . . . . 15.00%
KUBS (f) . . . . . . . . . . . 17.89% (a)
RioCan Venture (g) . . . 50.00%
Number of
Properties
123
62
22
43
45
Total GLA
(in thousands)
19,382
13,067
5,578
6,175
9,283
Non-Recourse
Mortgage Payable
(in millions)
$ 2,075.7
$ 1,001.0
$ 649.0
$ 759.7
$ 767.8
Recourse
Notes Payable
(in millions)
$650.0 (b)
$ —
$ 35.6 (b)
$ —
$ —
Number of
Encumbered
Properties
92
49
22
43
45
Average
Interest Rate
4.64%
5.74%
4.51%
5.62%
5.92%
Weighted
Average
Term (months)
64.0
50.4
14.9
78.1
67.0
(a) Ownership % is a blended rate.
(b) See Contractual Obligations and Other Commitments regarding guarantees by the Company and its joint venture
partners.
(c) Represents the Company’s joint ventures with Prudential Real Estate Investors.
(d) Represents the Kimco Income REIT, formed in 1998.
(e) Represents the Company’s joint venture formed from the acquisition of the Price Legacy Corporation.
(f) Represents the Company’s joint ventures with UBS Wealth Management North American Property Fund Limited.
(g) Represents the Company’s joint venture with RioCan Real Estate Investment Trust.
61
The Company has various other unconsolidated real estate joint ventures with varying structures. As of December
31, 2008, these unconsolidated joint ventures had individual non-recourse mortgage loans aggregating approximately $2.8
billion and unsecured notes payable aggregating approximately $189.4 million. The Company’s share of this debt was
approximately $1.4 billion. These loans have scheduled maturities ranging from one month to 22 years and bear interest at
rates ranging from 1.19% to 10.5% at December 31, 2008. Approximately $312.8 million of the outstanding loan balance
matures in 2009. These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing and partner
capital contributions, as deemed appropriate. (See Note 7 of the Notes to Consolidated Financial Statements included in
this annual report on Form 10-K.)
Other Real Estate Investments
The Company maintains a Preferred Equity program, which provides capital to developers and owners of real
estate properties. The Company accounts for its preferred equity investments under the equity method of accounting. As
of December 31, 2008, the Company’s net investment under the Preferred Equity Program was approximately $437.3
million relating to 231 properties. As of December 31, 2008, these preferred equity investment properties had individual
non-recourse mortgage loans aggregating approximately $1.7 billion. Due to the Company’s preferred position in these
investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows.
The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its
invested capital.
Additionally, during July 2007, the Company invested approximately $81.7 million of preferred equity capital in a
portfolio comprised of 403 net leased properties which are divided into 30 master leased pools with each pool leased to
individual corporate operators. These properties consist of a diverse array of free-standing restaurants, fast food restaurants,
convenience and auto parts stores. As of December 31, 2008, these properties were encumbered by third party loans
aggregating approximately $428.8 million with interest rates ranging from 5.08% to 10.47% with a weighted average
interest rate of 9.3% and maturities ranging from 0.4 years to 14.2 years.
During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30
properties. The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the
lessee having certain renewal option rights. The Company’s cash equity investment was approximately $4.0 million. This
equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting for Leases
(as amended). The net investment in leveraged lease reflects the original cash investment adjusted by remaining net rentals,
estimated unguaranteed residual value, unearned and deferred income and deferred taxes relating to the investment.
As of December 31, 2008, 18 of these leveraged lease properties were sold, whereby the proceeds from the sales
were used to pay down the mortgage debt by approximately $31.2 million. As of December 31, 2008, the remaining 12
properties were encumbered by third-party non-recourse debt of approximately $42.8 million that is scheduled to fully
amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease. As an
equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the
debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease. Accordingly,
this debt has been offset against the related net rental receivable under the lease.
EFFECTS OF INFLATION
Many of the Company’s leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions
include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants’ gross
sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally
increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in
the consumer price index or similar inflation indices. In addition, many of the Company’s leases are for terms of less than
10 years, which permits the Company to seek to increase rents to market rates upon renewal. Most of the Company’s leases
require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate
taxes and insurance, thereby reducing the Company’s exposure to increases in costs and operating expenses resulting from
inflation. The Company periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates
and will, from time-to-time, enter into interest rate protection agreements and/or foreign currency hedge agreements which
mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign
currency exchange rates.
62
GLOBAL MARKET AND ECONOMIC CONDITIONS; REAL ESTATE AND RETAIL SHOPPING SECTOR
In the U.S., recent market and economic conditions have been unprecedented and challenging with tighter credit
conditions and slower growth throughout 2008. For the year ended December 31, 2008, continued concerns about the
systemic impact of the availability and cost of credit, the U.S. mortgage market, inflation, energy costs, geopolitical issues
and declining equity and real estate markets have contributed to increased market volatility and diminished expectations
for the U.S. economy. In the third quarter, added concerns fueled by the federal government conservatorship of the
Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association, the declared bankruptcy of
Lehman Brothers Holdings Inc., the U.S. government provided loans to American International Group Inc. and other
federal government interventions in the U.S. credit markets led to increased market uncertainty and instability in both U.S.
and international capital and credit markets. These conditions, combined with volatile oil prices, declining business and
consumer confidence and increased unemployment have contributed to volatility of unprecedented levels and has led to the
unprecedented deterioration of the U.S. and international equity markets during the fourth quarter of 2008.
Historically, real estate has been subject to a wide range of cyclical economic conditions that affect various real
estate markets and geographic regions with differing intensities and at different times. Different regions of the United
States have and may continue to experience varying degrees of economic growth or distress. Adverse changes in general or
local economic conditions could result in the inability of some tenants of the Company to meet their lease obligations and
could otherwise adversely affect the Company’s ability to attract or retain tenants. The Company’s shopping centers are
typically anchored by two or more national tenants which generally offer day-to-day necessities, rather than high-priced
luxury items. In addition, the Company seeks to reduce its operating and leasing risks through ownership of a portfolio of
properties with a diverse geographic and tenant base.
The Company monitors potential credit issues of its tenants, and analyzes the possible effects to the financial statements
of the Company and its unconsolidated joint ventures. In addition to the collectability assessment of outstanding accounts
receivable, the Company evaluates the related real estate for recoverability as well as any tenant related deferred charges
for recoverability, which may include straight-line rents, deferred lease costs, tenant improvements, tenant inducements
and intangible assets.
The retail shopping sector has been negatively affected by recent economic conditions. These conditions may result
in our tenants delaying lease commencements or declining to extend or renew leases upon expiration. These conditions
also have forced some weaker retailers, in some cases, to declare bankruptcy and/or close stores. Certain retailers have
announced store closings even though they have not filed for bankruptcy protection. However, any of these particular
store closings affecting the Company often represent a small percentage of the Company’s overall gross leasable area
and the Company does not currently expect store closings to have a material adverse effect on the Company’s overall
performance.
The decline in market conditions has also had a negative effect on real estate transactional activity as it relates to
the acquisition and sale of real estate assets. The Company believes that the lack of real estate transactions will continue
throughout 2009 which will curtail the Company’s growth in the near term.
NEW ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value
Measurement (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurement. This statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007. During February 2008, the FASB issued two Staff Positions that (i) partially deferred
the effective date of SFAS No. 157 for one year for certain nonfinancial assets and nonfinancial liabilities and (ii) removed
certain leasing transactions from the scope of SFAS No. 157. The impact of partially adopting SFAS No. 157 did not have a
material impact on the Company’s financial position or results of operations. (See footnote 15 for additional disclosure).
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities
(“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at
fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.
SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The impact of adopting SFAS No. 159 did
not have a material impact on the Company’s financial position or results of operations, as the Company did not elect the
fair value option for its financial assets and liabilities.
63
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”). The
objective of this statement is to improve the relevance, representational faithfulness and comparability of the information
that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that,
this statement establishes principles and requirements for how the acquirer: (i) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree, (ii)
recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, (iii)
determines what information to disclose to enable users of the financial statements to evaluate the nature and financial
effects of the business combination and (iv) requires expensing of transaction costs associated with a business combination.
This statement applies prospectively to business combinations for which the acquisition date is on or after the first annual
reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The impact the
adoption of SFAS No. 141(R) will have on the Company’s financial position and results of operations will be dependent
upon the volume of business combinations entered into by the Company.
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”
(“FAS 160”). FAS 160 establishes accounting and reporting standards that require the ownership interests in subsidiaries
held by parties other than the parent be clearly identified, labeled and presented in the consolidated statement of financial
position within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the
parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of
income; changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary
be accounted for consistently; when a subsidiary is deconsolidated, any retained non-controlling equity investment in
the former subsidiary be initially measured at fair value; and entities provide sufficient disclosures that clearly identify
and distinguish between the interests of the parent and the interests of the non-controlling owners. The objective of the
guidance is to improve the relevance, comparability, and transparency of the financial information that a reporting entity
provides in its consolidated financial statements. FAS 160 is effective for fiscal years beginning on or after December 15,
2008. Earlier adoption is prohibited. The impact the adoption of SFAS No. 160 will have on the Company’s financial
position and results of operations will be dependent upon the volume of transactions which will specifically be impacted
by this pronouncement.
In March 2008, the FASB issued FAS 161, “Disclosures about Derivative Instruments and Hedging Activities an
amendment of FASB Statement No. 133”, (“SFAS No. 161”) which amends and expands the disclosure requirements of
FAS 133 to require qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures
about fair value amounts of and gains and losses on derivative instruments and disclosures about credit-risk-related
contingent features in derivative agreements. SFAS No. 161 is to be applied prospectively for the first annual reporting
period beginning on or after November 15, 2008, with early application encouraged. SFAS No. 161 also encourages, but
does not require, comparative disclosures for earlier periods at initial adoption. The adoption of SFAS No. 161 is not
expected to have a material impact on the Company’s disclosures.
In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP
142-3”). FSP 142-3 removes the requirement under SFAS No. 142, Goodwill and Other Intangible Assets to consider
whether an intangible asset can be renewed without substantial cost or material modifications to the existing terms and
conditions and replaces it with a requirement that an entity consider its own historical experience in renewing similar
arrangements, or a consideration of market participant assumptions in the absence of historical experience. FSP 142-3
also requires entities to disclose information that enables users of financial statements to assess the extent to which the
expected future cash flows associated with the asset are affected by the entity’s intent and/or ability to renew or extend
the arrangement. FSP 142-3 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is
prohibited. The adoption of FSP 142-3 is not expected to have a material impact on the Company’s financial position and
results of operations.
In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities,” (“EITF 03-6-1”), which classifies unvested share-
based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid)
as participating securities and requires them to be included in the computation of earnings per share pursuant to the two-
class method described in SFAS No. 128, “Earnings per Share.” EITF 03-6-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008. Earlier adoption is prohibited. All prior-period earnings per share data
presented are to be adjusted retrospectively. The Company’s adoption of EITF 03-6-1 is not expected to have a material
impact on the Company’s financial position and results of operations.
64
In December 2008, the FASB issued FSP FAS 140-4 and FIN46(R)-8, Disclosures by Public Entities (Enterprises)
about Transfers of Financial Assets and Interests in Variable Interest Entities, which promptly improves disclosures by
public companies until the pending amendments to FASB Statement No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities (“SFAS No. 140”), and FIN 46(R), are finalized and approved by the
Board. The FSP amends SFAS No. 140 to require public companies to provide additional disclosures about transfers of
financial assets and variable interests in qualifying special-purpose entities. It also amends FIN 46(R) to require public
companies to provide additional disclosures about their involvement with variable interest entities. This FSP is effective
for reporting periods ending after December 15, 2008. (See footnotes 3, 7 and 8 for additional disclosure).
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s primary market risk exposure is interest rate risk. The following table presents the Company’s
aggregate fixed rate and variable rate domestic and foreign debt obligations outstanding as of December 31, 2008, with
corresponding weighted-average interest rates sorted by maturity date. The table does not include extension options where
available. Amounts include purchase price allocation adjustments for assumed debt. The information is presented in U.S.
dollar equivalents, which is the Company’s reporting currency. The instruments’ actual cash flows are denominated in U.S.
dollars, Canadian dollars and Mexican pesos as indicated by geographic description ($USD equivalent in millions).
2009
2010
2011
2012
2013
2014+
Total
Fair Value
U.S. Dollar Denominated
Secured Debt
Fixed Rate . . . . . . . . . . .
Average Interest Rate . .
Variable Rate . . . . . . . . .
Average Interest Rate . .
$311.0
$107.0
2.01%
1.97%
$ — $
—
4.3
2.44%
$ — $
—
$ 56.6
$ 17.2
$ 43.4
$ 61.3
$ 85.1
$ 429.7
$ 693.3
$ 689.6
7.01%
8.47%
7.43%
6.53%
6.16%
6.18%
0.2
3.25%
6.41%
$ 422.5
$ 411.4
2.00%
Unsecured Debt
Fixed Rate . . . . . . . . . . .
Average Interest Rate . .
Variable Rate . . . . . . . . .
Average Interest Rate . .
Canadian Dollar
Denominated
Unsecured Debt
$180.0
$ 75.7
$357.2
$217.0
$276.6
$ 1,250.9
$ 2,357.4
$ 1,778.9
$
6.98%
6.1
2.94%
$
5.51%
9.8
2.74%
6.31%
6.00%
5.40%
5.49%
5.76%
$675.0
$ — $ — $
0.81%
—
—
— $ 690.9
—
0.86%
$ 610.9
Fixed Rate . . . . . . . . . . .
Average Interest Rate . .
Variable Rate . . . . . . . . .
Average Interest Rate . .
$ — $122.5
$ — $ — $163.4
$
—
4.45%
—
—
5.18%
$ — $ — $ 32.7
$ — $ — $
—
—
2.00%
—
—
— $ 285.9
—
4.87%
— $
—
32.7
2.00%
$ 286.8
$
24.5
Mexican Pesos
Denominated
Unsecured Debt
Fixed Rate . . . . . . . . . . .
Average Interest Rate . .
$ — $ — $ — $ — $ 73.9
$
—
—
—
—
8.58%
— $
—
73.9
8.58%
$
65.0
Based on the Company’s variable-rate debt balances, interest expense would have increased by approximately $11.5
million in 2008 if short-term interest rates were 1.0% higher.
As of December 31, 2008, the Company had (i) Canadian investments totaling CAD $444.5 million (approximately
USD $363.2 million) comprised of real estate joint venture investments and marketable securities, (ii) Mexican real estate
investments of approximately MXP 9.4 billion (approximately USD $695.9 million), (iii) Chilean real estate investments
of approximately 15.2 billion Chilean Pesos (approximately USD $24.2 million), (iv) Peruvian real estate investments of
approximately 37 million Peruvian Nuevo Sol (approximately USD $1.2 million), (v) Brazilian real estate investments of
approximately 41.6 million Brazilian Real (“BRL”) (approximately USD $17.8 million) and (vi) Australian investments
in marketable securities of approximately AUD 190.2 million (approximately USD $131.4 million). The foreign currency
65
exchange risk has been partially mitigated, but not eliminated, through the use of local currency denominated debt. The
Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.
As of December 31, 2008, the Company has no other material exposure to market risk.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item 8 is included in our audited Notes to Consolidated Financial Statements, which are contained
in a separate section of this annual report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company’s management, with the participation of the Company’s chief executive officer and chief financial
officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end
of the period covered by this report. Based on such evaluation, the Company’s chief executive officer and chief financial
officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter to which this report relates
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in
Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was
effective as of December 31, 2008.
The effectiveness of our internal control over financial reporting as of December 31, 2008, has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included
herein.
ITEM 9B. OTHER INFORMATION
BYLAW AMENDMENTS
On February 25, 2009, our Board of Directors approved amendments to the Company’s Bylaws that became effective
upon adoption. The following summarizes these amendments.
Advance Notice and Indemnification Matters
(cid:135)(cid:3) Article II, Section 12 of the Bylaws was amended with respect to the advance notice provisions for stockholder
nominations for director and stockholder business proposals. The amendments expand the information
required to be disclosed by the stockholder making the nomination or proposal including, among other items,
66
(a) information about persons controlling, or acting in concert with, such stockholder, (b) the proponent’s
investment strategy or objective and any related disclosure document the proponent has provided to its investors
and (c) information about the extent to which the proponent has hedged its interest in the Company.
(cid:135)(cid:3) Article V was amended to further clarify that subsequent amendments to Article V do not alter a director or
officer’s entitlement to indemnification and advance of expenses.
Meetings of Stockholders
(cid:135)(cid:3) Article II, Section 2 was amended to remove the reference to the month of the annual meeting of
stockholders.
(cid:135)(cid:3) Article II, Section 3 was amended to clarify the procedures for stockholders to request the calling of a special
meeting of stockholders.
(cid:135)(cid:3) Article II, Section 7 was amended to (a) provide for “householding” of notices of a meeting of stockholders,
as permitted by the MGCL and the SEC’s rules applicable to delivery of stockholder proxy statements and (b)
clarify the procedures for the postponement of a meeting.
A copy of the Company’s Amended and Restated Bylaws was filed as Exhibit 3.2 to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2008. The foregoing is a brief description of the amendments to the
Bylaws that is qualified in its entirety by reference to the text of the Company’s Amended and Restated Bylaws, which is
incorporated by reference.
INDEMNIFICATION AGREEMENT
On February 25, 2009, our Board of Directors approved a form of Indemnification Agreement (the “Indemnification
Agreement”) to be entered into between the Company and each of its executive officers, members of the Board of Directors
and such other employees or consultants of the Company or any subsidiary as may be determined from time to time by our
Chief Executive Officer in his discretion (each, an “Indemnitee”).
The Indemnification Agreement provides that the Company will indemnify each Indemnitee against any and all
expenses, judgments, penalties, fines and amounts paid in settlement (collectively, “Losses”) actually and necessarily
incurred by the Indemnitee or on his behalf, to the fullest extent permitted by law, in connection with any present or future
threatened, pending or completed proceeding based upon, arising from, relating to or by reason of the Indemnitee’s status
as a director, officer, employee, agent or fiduciary of the Company or any other entity the Indemnitee serves at the request
of the Company. The Indemnitee will also be indemnified against all expenses actually and reasonably incurred by him in
connection with a proceeding if the Indemnitee is, by reason of his service to the Company or other entity at the Company’s
request, a witness in any such proceeding to which he is not a party.
No indemnification shall be made under the Indemnification Agreement on account of Indemnitee’s conduct in respect
of any proceeding charging impersonal benefit to the Indemnitee, whether or not involving action in the Indemnitee’s official
capacity, in which the Indemnitee was adjudged to be liable on the basis that personal benefit was improperly received.
In addition to certain other exclusions set forth in the Indemnification Agreement, the Company will also not be obligated
to make any indemnity or advance in connection with any claim made against the Indemnitee (a) for which payment has
been made to the Indemnitee under any insurance policy or other indemnity provision, (b) for an accounting of short-
swing profits made by Indemnitee from securities of the Company within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or, subject to certain exceptions, (c) prior to a change in control of the Company, in
connection with any proceeding initiated by Indemnitee against the Company or its directors, officers, employees or other
Indemnitees.
The Company will advance, to the extent not prohibited by law, the expenses incurred by the Indemnitee in connection
with any proceeding. The Indemnification Agreement provides procedures for determining the Indemnitee’s entitlement to
indemnification and advancement of expenses in the event of a claim. The Indemnitee is required to deliver to the Company
a written affirmation of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the
Company as authorized by law has been met and a written undertaking to reimburse any expenses if it shall ultimately be
established that the standard of conduct has not been met.
67
To the fullest extent permitted by applicable law, if the indemnification provided for in the Indemnification
Agreement is unavailable to the Indemnitee for any reason, then the Company, in lieu of indemnifying and holding
harmless the Indemnitee, shall pay the entire amount of Losses incurred by the Indemnitee in connection with any
proceeding without requiring the Indemnitee to contribute to such payment, and the Company further waives and
relinquishes any right of contribution it may have at any time against the Indemnitee. The Company shall not enter
into any settlement of any proceeding in which the Company is jointly liable with the Indemnitee (or would be if
joined in such proceeding) unless such settlement provides for a full and final release of all claims asserted against
the Indemnitee. Furthermore, the Company agrees to fully indemnify and hold harmless the Indemnitee from any
claims for contribution which may be brought by officers, directors or employees of the Company other than the
Indemnitee who may be jointly liable with the Indemnitee.
A copy of the form of the Indemnification Agreement was filed as Exhibit 10.16 to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2008. The foregoing is a brief description of the terms and conditions of the
Indemnification Agreement that are material to the Company and is qualified in its entirety by reference to Exhibit 10.16
which is incorporated by reference.
68
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual
Meeting of Stockholders expected to be held on May 12, 2009.
Information with respect to the Executive Officers of the Registrant follows Part I, Item 4 of this annual report on
Form 10-K.
On June 11, 2008, the Company’s Chief Executive Officer submitted to the New York Stock Exchange (the “NYSE”)
the annual certification required by Section 303A.12 (a) of the NYSE Company Manual. In addition, the Company has
filed with the Securities and Exchange Commission as exhibits to this Form 10-K the certifications, required pursuant to
Section 302 of the Sarbanes-Oxley Act, of its Chief Executive Officer and Chief Financial Officer relating to the quality
of its public disclosure.
If the Company makes any substantive amendments to its Code of Business Conduct and Ethics or grant any waiver,
including any implicit waiver, from a provision of the Code to the Chief Executive Officer, Chief Financial Officer or
Chief Accounting Officer, the Company will disclose the nature of the amendment or waiver on its website or in a report
on Form 8-K.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual
Meeting of Stockholders expected to be held on May 12, 2009.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual
Meeting of Stockholders expected to be held on May 12, 2009.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual
Meeting of Stockholders expected to be held on May 12, 2009.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated herein by reference to the Company’s definitive proxy statement to be filed with respect to its Annual
Meeting of Stockholders expected to be held on May 12, 2009.
69
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) 1. Financial Statements -
Form 10-K
Report
Page
The following consolidated financial information is included as a separate section of this annual report
on Form 10-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2008 and 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006 . . . . . . . .
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2008, 2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2008, 2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006 . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2. Financial Statement Schedules -
Schedule II - Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule III - Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule IV - Mortgage Loans on Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other schedules are omitted since the required information is not present or is not present in amounts
sufficient to require submission of the schedule.
3. Exhibits -
75
76
77
78
79
80
81
82
129
130
141
The exhibits listed on the accompanying Index to Exhibits are filed as part of this report.. . . . . . . . . . .
142
70
Form 10-K
Page
INDEX TO EXHIBITS
Exhibits
2.1 Form of Plan of Reorganization of Kimco Realty Corporation [Incorporated by reference to
Exhibit 2.1 to the Company’s Registration Statement on Form S-11 No. 33-42588].
2.2 Agreement and Plan of Merger by and between Kimco Realty Corporation, KRC CT Acquisition
Limited Partnership, KRC PC Acquisition Limited Partnership, Pan Pacific Retail Properties,
Inc., CT Operating Partnership L.P., and Western/PineCreek, Ltd. dated July 9, 2006.
[Incorporated by reference to Exhibit 2.1 to the Company’s Form 10-Q filed July 28, 2006].
2.3 Amendment No. 1 to Agreement and Plan of Merger, dated as of October 30, 2006, by and
between Kimco Realty Corporation, KRC CT Acquisition Limited Partnership, KRC PC
Acquisition Limited Partnership, Pan Pacific Retail Properties, Inc., CT Operating Partnership
L.P., and Western/PineCreek, Ltd. [Incorporated by reference to Exhibit 2.1 to the Company’s
Current Report on Form 8-K dated November 3, 2006].
3.1 Articles of Amendment and Restatement of the Company, dated August 4, 1994 [Incorporated
by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 1994].
3.1(ii) Articles Supplementary relating to the 8 1/2% Class B Cumulative Redeemable Preferred
Stock, par value $1.00 per share, of the Company, dated July 25, 1995. [Incorporated by
reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 1995 (file #1-10899) the “1995 Form 10-K”)].
3.1(iii) Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock,
3.1(iv)
par value $1.00 per share, of the Company, dated April 9, 1996 [Incorporated by reference to
Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1996].
Articles Supplementary relating to the 7 1/2% Class D Cumulative Convertible Preferred Stock,
par value $1.00 per share, of the Company [Incorporated by reference to Exhibit A of Annex
A of the Company’s and The Price REIT, Inc.’s Joint Proxy Statement/Prospectus on Form S-4
filed May 14, 1998].
3.1(v) Articles Supplementary relating to the Class E Floating Rate Cumulative Preferred Stock, par
value $1.00 per share, of the Company [Incorporated by reference to Exhibit B of Exhibit 4(a) of
the Company’s Current Report on Form 8-K dated June 4, 1998].
3.1(vi) Articles Supplementary relating to the 6.65% Class F Cumulative Redeemable Preferred Stock,
par value $1.00 per share, of the Company, dated May 7, 2003 [Incorporated by reference to the
Company’s filing on Form 8-A dated June 3, 2003].
3.1(vii) Articles Supplementary relating to the 7.75% Class G Cumulative Redeemable Preferred Stock,
par value $1.00 per share, of the Company, dated October 2, 2007 [Incorporated by reference to
the Company’s filing on Form 8-A12B dated October 9, 2007].
3.2 Amended and Restated By-laws of the Company dated February 25, 2009. [Incorporated by
reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008].
4.1 Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K [Incorporated
by reference to Exhibit 4.1 to Amendment No. 3 to the Company’s Registration Statement on
Form S-11 No. 33-42588].
4.2 Certificate of Designations [Incorporated by reference to Exhibit 4(d) to Amendment No. 1 to
the Registration Statement on Form S-3 dated September 10, 1993 (the “Registration Statement”,
Commission File No. 33-67552)].
4.3 Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York
(as successor to IBJ Schroder Bank and Trust Company) [Incorporated by reference to Exhibit
4(a) to the Registration Statement].
4.4 First Supplemental Indenture, dated as of August 4, 1994. [Incorporated by reference to Exhibit
4.6 to the 1995 Form 10-K.]
4.5 Second Supplemental Indenture, dated as of April 7, 1995 [Incorporated by reference to Exhibit
4(a) to the Company’s Current Report on Form 8-K dated April 7, 1995 (the “April 1995 8-K”)].
71
Exhibits
Form 10-K
Page
4.6 Form of Medium-Term Note (Fixed Rate) [Incorporated by reference to Exhibit 4.6
to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001
(the “2001 Form 10-K”)].
4.7 Form of Medium-Term Note (Floating Rate) [Incorporated by reference to Exhibit 4.7 to the
2001 Form 10-K].
4.8 Indenture dated April 1, 2005, between Kimco North Trust III, Kimco Realty Corporation,
as Guarantor and BNY Trust Company of Canada, as Trustee [Incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 21, 2005].
4.9 Third Supplemental Indenture dated as of June 2, 2006. [Incorporated by reference to Exhibit 4.1
to the Company’s Current Report on Form 8-K dated June 5, 2006].
4.10 Fifth Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation,
Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee
[Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated
November 3, 2006 (the “November 2006 8-K”)].
4.11 First Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation,
Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee
[Incorporated by reference to Exhibit 4.2 to the November 2006 8-K].
4.12 First Supplemental Indenture, dated as of June 2, 2006, among Kimco North Trust III, Kimco
Realty Corporation, as Guarantor and BNY Trust Company of Canada, as trustee. [Incorporated
by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2006 (the “2006 Form 10-K”)].
4.13 Second Supplemental Indenture, dated as of August 16, 2006, among Kimco North Trust III,
Kimco Realty Corporation, as Guarantor and BNY Trust Company of Canada, as trustee.
[Incorporated by reference to Exhibit 4.13 to the 2006 Form 10-K].
10.1 Management Agreement between the Company and KC Holdings, Inc. [Incorporated by
reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-11 No. 33-47915].
10.2 Amended and Restated Stock Option Plan [Incorporated by reference to Exhibit 10.3 to the 1995
Form 10-K].
10.3 CAD $150,000,000 Credit Agreement dated September 21, 2004, among Kimco North Trust
I, North Trust II, North Trust III, North Trust V, North Trust VI, Kimco North Loan Trust IV,
Kimco Realty Corporation, the Several Lenders from Time-to-Time Parties Hereto, Royal Bank
of Canada, as Issuing Lender and Administrative Agent, The Bank of Nova Scotia and Bank of
America, N.A., as Syndication Agents, Canadian Imperial Bank of Commerce as Documentation
Agent and RBC Capital Markets, as Bookrunner and Lead Arranger [Incorporated by reference
to Exhibit 10.14 to the Company’s Current Report on Form 8-K dated September 21, 2004].
10.4 CAD $250,000,000 Amended and Restated Credit Facility dated March 31, 2005, with Royal Bank
of Canada, as Issuing Lender and Administrative Agent and various lenders [Incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 31, 2005].
10.5 CAD $250,000,000 Amended and Restated Credit Facility dated January 25, 2006, with Royal
Bank of Canada, as Issuing Lender and Administrative Agent and various lenders.
72
Exhibits
Form 10-K
Page
10.6 $1.5 Billion Credit Agreement, dated as of October 25, 2007, among Kimco Realty Corporation,
the subsidiaries of Kimco from time-to-time parties thereto, the several banks, financial
institutions and other entities from time-to-time parties thereto, Bank of America, N.A.,
the Bank of Nova Scotia, New York Agency, and Wachovia Bank, National Association, as
Syndication Agents, UBS Securities LLC, Deutsche Bank Securities, Inc., Royal Bank of
Canada and the Royal Bank of Scotland PLC, as Documentation Agents, the Bank of Tokyo-
Mitsubishi UFJ, Ltd., Citicorp North America, Inc., Merrill Lynch Bank USA, Morgan
Stanley Bank, Regions Bank, Sumitomo Mitsui Banking Corporation and U.S. Bank National
Association, as Managing Agents, The Bank of New York, Barclays Bank PLC, Eurohypo
AG New York Branch, Suntrust Bank and Wells Fargo Bank National Association, as Co-
Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders thereunder.
[Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated
October 25, 2007].
10.7 Employment Agreement between Kimco Realty Corporation and David B. Henry, dated March
8, 2007. [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K dated March 21, 2007].
10.8 CAD $250,000,000 Amended and Restated Credit Facility dated January 11, 2008, with Royal
Bank of Canada as Issuing Lender and Administrative Agent and various lenders. [Incorporated
by reference to Exhibit 10.17 to the Company’s 2007 Form 10-K].
10.9 Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation
(restated February 25, 2009) [Incorporated by reference to Exhibit 10.9 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008].
10.10 Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo dated
November 3, 2008. [Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed
on November 10, 2008].
10.11 Letter Agreement dated November 3, 2008 and Employment Agreement dated November 3,
2008 between Kimco Realty Corporation and David R. Lukes. [Incorporated by reference to
Exhibit 10.2 to the Company’s Form 10-Q filed on November 10, 2008].
10.12 Agreement and General Release between Kimco Realty Corporation and Jerald Friedman dated
November 3, 2008. [Incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed
on November 10, 2008].
10.13 Amendment to Employment Agreement between Kimco Realty Corporation and David B. Henry
dated December 17, 2008. [Incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K dated January 7, 2009 (the “January 2009 8-K”].
10.14 Amendment to Employment Agreement between Kimco Realty Corporation and Michael V.
Pappagallo dated December 17, 2008. [Incorporated by reference to Exhibit 10.2 to the January
2009 8-K].
10.15 Amendment to Employment Agreement between Kimco Realty Corporation and David R. Lukes
dated December 17, 2008. [Incorporated by reference to Exhibit 10.3 to the January 2009 8-K].
10.16 Form of Indemnification Agreement [Incorporated by reference to Exhibit 99.1 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008].
10.17 Employment Agreement between Kimco Realty Corporation and Glenn G. Cohen dated
February 25, 2009 [Incorporated by reference to Exhibit 99.2 to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2008].
10.18 $650 Million Credit Agreement, dated as of August 26, 2008, among PK Sale LLC, as borrower,
PRK Holdings I LLC, PRK Holdings II LLC and PK Holdings III LLC, as guarantors, Kimco
Realty Corporation, as guarantor, the lenders party hereto from time to time, JP Morgan Chase
Bank, N.A., as Administrative Agent and Wachiovia Bank, National Association, The Bank Of
Nova Scotia, as Syndication AgentsBank of America, N.A., as Co-Syndication Agents, Wells
Fargo Bank, National Association and Royal Bank of Canada, as Co-Documentation Agents.
[Incorporated by reference to Exhibit 99.3 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2008].
73
Exhibits
10.19 1 Billion MXP Credit Agreement, dated as of March 3, 2008, among KRC Mexico Acquisition,
LLC, as borrower, Kimco Realty Corporation, as guarantor, and Scotiabank Inverlat, S.A.,
Institucio De Banca Multiple, Grupo Financiero Scotiabank Inverlat, as lender. [Incorporated
by reference to Exhibit 99.4 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008].
*12.1 Computation of Ratio of Earnings to Fixed Charges
*12.2 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
21.1 Subsidiaries of the Company [Incorporated by reference to Exhibit 21.1 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2008].
23.1 Consent of PricewaterhouseCoopers LLP. [Incorporated by reference to Exhibit 23.1 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008].
*31.1 Certification of the Company’s Chief Executive Officer, Milton Cooper, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
*31.2 Certification of the Company’s Chief Financial Officer, Michael V. Pappagallo, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
*32.1 Certification of the Company’s Chief Executive Officer, Milton Cooper, and the Company’s
Chief Financial Officer, Michael V. Pappagallo, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
Form 10-K
Page
142
143
144
145
146
*
Filed herewith.
74
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 15 (A) (1) AND (2)
INDEX TO FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
KIMCO REALTY CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Financial Statements and Financial Statement Schedules:
Consolidated Balance Sheets as of December 31, 2008 and 2007. . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income for the years ended
December 31, 2008, 2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2008, 2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2008, 2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended
December 31, 2008, 2007 and 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statement Schedules:
II. Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
III. Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
IV. Mortgage Loans on Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FORM 10-K
Page
76
77
78
79
80
81
82
129
130
141
75
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Kimco Realty Corporation:
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present
fairly, in all material respects, the financial position of Kimco Realty Corporation and its Subsidiaries (collectively, the
“Company”) at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United
States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under
Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Company’s management is responsible for these financial statements and financial statement schedules, for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included under Item 9A. Our responsibility is to express opinions on these financial statements, on
the financial statement schedules, and on the Company’s internal control over financial reporting based on our integrated
audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and whether effective internal control over financial reporting
was maintained in all material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 26, 2009
76
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
Assets:
Real Estate
Rental property
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less, accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate under development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments and advances in real estate joint ventures . . . . . . . . . . . . . . . . . . . . . . . . .
Other real estate investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgages and other financing receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts and notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges and prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities & Stockholders’ Equity:
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction loans payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $1.00 par value, authorized 3,232,000 shares
Class F Preferred Stock, $1.00 par value, authorized 700,000 shares
Issued and outstanding 700,000 shares
Aggregate liquidation preference $175,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Class G Preferred Stock, $1.00 par value, authorized 184,000 shares
Issued and Outstanding 184,000 shares
Aggregate Liquidation Preference $460,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock, $.01 par value, authorized 750,000,000 shares
Issued 271,080,525 and 253,350,144 shares outstanding
271,080,525 and 252,803,564, respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings/(cumulative distributions in excess of net income) . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities and stockholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2008
December 31,
2007
$ 1,395,645
5,454,296
6,849,941
1,159,664
5,690,277
968,975
6,659,252
1,161,382
566,324
181,992
136,177
258,174
97,702
122,481
213,663
$ 9,397,147
$ 3,440,818
847,491
268,337
151,241
131,097
237,577
5,076,561
345,240
$ 1,262,879
4,917,750
6,180,629
977,444
5,203,185
1,144,406
6,347,591
1,246,917
615,016
153,847
87,499
212,988
88,017
121,690
224,251
$ 9,097,816
$ 3,131,765
838,736
245,914
161,526
112,052
265,090
4,755,083
448,159
700
184
700
184
2,711
4,217,806
(58,162)
4,163,239
(187,893)
3,975,346
$ 9,397,147
2,528
3,677,509
180,005
3,860,926
33,648
3,894,574
$ 9,097,816
The accompanying notes are an integral part of these consolidated financial statements.
77
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended 2008, 2007 and 2006
(in thousands, except per share data)
Revenues from rental property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rental property expenses:
Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating and maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgage and other financing income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management and other fee income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest, dividends and other investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (expense)/income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before income taxes, income from other
real estate investments, equity in income of joint ventures, minority interests in
income, gain on sale of development properties and impairments . . . . . . . . . . . . . .
Benefit/(provision) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from other real estate investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in income of joint ventures, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interests in income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of development properties,
2008
$ 758,704
Year Ended December 31,
2007
$ 674,534
2006
$ 580,551
(13,367)
(98,005)
(104,698)
18,333
47,666
(204,310)
(117,879)
56,119
(2,208)
(212,591)
127,764
(3,542)
86,643
132,208
(26,832)
(12,131)
(82,508)
(89,098)
14,197
54,844
(188,063)
(103,882)
36,238
(10,550)
(213,086)
80,495
42,372
78,524
173,362
(34,251)
(11,531)
(73,622)
(71,974)
18,816
40,684
(137,820)
(76,519)
55,817
8,932
(170,079)
163,255
(4,387)
77,062
105,525
(26,246)
net of tax of $14,626, $16,040 and $12,155, respectively . . . . . . . . . . . . . . . . . . . . .
21,939
24,059
25,121
Impairments:
Property carrying values, net of tax benefit of $5,445, $3,400 and $0, respectively
and Minority Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketable equity securities & other equity investments,
net of tax benefit of $25,697, $2,118 and $0, respectively . . . . . . . . . . . . . . . . .
Investments in real estate joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations:
Income from discontinued operating properties . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interests in income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on operating properties held for sale/sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties, net of tax . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on transfer of operating properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of operating properties, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total gain on transfer or sale of operating properties, net of tax . . . . . . . . .
Income before extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Extraordinary gain from joint venture resulting from purchase price allocation,
(6,557)
(5,100)
—
(92,719)
(15,500)
223,404
6,577
(1,281)
(598)
20,018
24,716
1,195
587
1,782
249,902
(3,178)
—
356,283
35,608
(5,740)
(1,832)
5,538
33,574
—
2,708
2,708
392,565
—
—
340,330
16,352
(1,504)
(1,421)
72,042
85,469
1,394
1,066
2,460
428,259
net of tax and minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income available to common shareholders . . . . . . . . . . . . . . . . . . . . . . .
—
249,902
(47,288)
$ 202,614
50,265
442,830
(19,659)
$ 423,171
—
428,259
(11,638)
$ 416,621
Per common share:
Income from continuing operations:
-Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income:
-Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average shares:
$
$
$
$
0.69
0.69
0.79
0.78
$
$
$
$
1.35
1.32
1.68
1.65
$
$
$
$
1.38
1.35
1.74
1.70
-Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
257,811
258,843
252,129
257,058
239,552
244,615
The accompanying notes are an integral part of these consolidated financial statements.
78
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income:
Year Ended December 31,
2008
2007
2006
$ 249,902
$ 442,830
$ 428,259
Change in unrealized loss on marketable securities. . . . . . . . . . . . . . . . . . .
Change in unrealized loss on interest rate swaps . . . . . . . . . . . . . . . . . . . . .
Change in unrealized gain/(loss) on foreign currency
hedge agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in foreign currency translation adjustment . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(71,535)
(170)
—
(149,836)
(221,541)
(25,803)
(176)
(1,294)
15,696
(11,577)
(26,467)
—
143
2,503
(23,821)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 28,361
$ 431,253
$ 404,438
The accompanying notes are an integral part of these consolidated financial statements.
79
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2008, 2007 and 2006
(in thousands, except per share information)
Preferred Stock
Issued Amount
$ 700
700
Common Stock
Issued Amount
228,059 $ 2,281 $2,255,332
Paid-in
Capital
20,614
206
870,465
2,197
22
42,007
10,212
700
700
250,870
2,509
3,178,016
50
1,884
1
18
2,413
40,546
444,283
12,251
884
884
252,804
2,528
3,677,509
Balance, January 1, 2006. . . . . . . . . . . . . .
Net income. . . . . . . . . . . . . . . . . . . . . .
Dividends ($1.38 per common share;
$1.6625 Class F Depositary
Share, respectively) . . . . . . . . . . . .
Issuance of common stock. . . . . . . . . .
Exercise of common
stock options . . . . . . . . . . . . . . . . .
Amortization of stock
option expense. . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . .
Balance, December 31, 2006. . . . . . . . . . .
Net income. . . . . . . . . . . . . . . . . . . . . .
Dividends ($1.52 per common share;
$1.6625 Class F Depositary
Share, and $.4359 per Class G
share, respectively) . . . . . . . . . . . .
Issuance of common stock. . . . . . . . . .
Exercise of common stock
options . . . . . . . . . . . . . . . . . . . . . .
Issuance of Class G
Amortization of stock
option expense. . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . .
Balance, December 31, 2007 . . . . . . . . . . .
Net income. . . . . . . . . . . . . . . . . . . . . .
Dividends ($1.64 per common share;
$1.6625 Class F Depositary
Share, and $1.9375 per Class G
share, respectively) . . . . . . . . . . . .
Issuance of common stock. . . . . . . . . .
Exercise of common
stock options . . . . . . . . . . . . . . . . .
Amortization of stock
option expense. . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . .
Balance, December 31, 2008 . . . . . . . . . . .
Preferred Stock . . . . . . . . . . . . . . .
184
184
Retained
Earnings /
(Cumulative
Distributions
in Excess
of Net Income)
59,855
$
428,259
(347,605)
140,509
442,830
(403,334)
180,005
249,902
(488,069)
Accumulated
Other
Comprehensive
Income
$ 69,046
Total
Stockholders’
Equity
$2,387,214
428,259
(23,821)
45,225
(11,577)
33,648
(347,605)
870,671
42,029
10,212
(23,821)
3,366,959
442,830
(403,334)
2,414
40,564
444,467
12,251
(11,577)
3,894,574
249,902
(488,069)
486,873
41,349
(221,541)
$ (187,893)
12,258
(221,541)
$3,975,346
16,391
164
486,709
1,886
19
41,330
12,258
884
$ 884
271,081 $ 2,711 $4,217,806
$ (58,162)
The accompanying notes are an integral part of these consolidated financial statements.
80
KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flow from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided
$ 249,902
$
442,830
$
428,259
Year Ended December 31,
2007
2006
2008
by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on operating properties held for sale/sold/transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale/transfer of operating properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interests in income of partnerships, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in income of joint ventures, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from other real estate investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash retained from excess tax benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in accounts and notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in other operating assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flow provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flow from investing activities:
Acquisition of and improvements to operating real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of and improvements to real estate under development . . . . . . . . . . . . . . . . . . . . . .
Investment in marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of marketable securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from transferred operating/development properties . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments and advances to real estate joint ventures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursements of advances to real estate joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other real estate investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursements of advances to other real estate investments . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in mortgage loans receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Collection of mortgage loans receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reimbursements of other investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement of net investment hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of operating properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of development properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flow used for investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flow from financing activities:
Principal payments on debt, excluding
normal amortization of rental property debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal payments on rental property debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal payments on construction loan financings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from mortgage/construction loan financings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Borrowings under unsecured credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of borrowings under unsecured revolving credit facilities . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of unsecured senior notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of unsecured senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing origination costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Redemption of minority interests in real estate partnerships . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash retained from excess tax benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash flow provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest paid during the year (net of capitalized interest
206,518
—
598
147,529
(36,565)
(21,800)
26,502
(132,208)
(79,099)
261,993
(1,958)
(9,704)
(1,983)
(42,126)
567,599
(266,198)
(388,991)
(263,985)
52,427
32,400
(219,913)
118,742
(77,455)
71,762
(68,908)
54,717
(25,466)
23,254
—
120,729
55,535
(781,350)
(88,841)
(14,047)
(30,814)
76,025
812,329
(281,056)
—
(125,000)
(3,300)
(66,803)
(469,024)
1,958
451,002
262,429
48,678
87,499
$ 136,177
of $28,753, $25,505 and $22,741, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes paid during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 217,629
29,652
$
191,270
(50,265)
1,832
8,500
(40,099)
(9,800)
39,992
(173,363)
(64,046)
403,032
(2,471)
(4,876)
1,361
(77,908)
665,989
(1,077,202)
(640,934)
(55,235)
35,525
69,869
(413,172)
293,537
(192,890)
87,925
(97,592)
94,720
(26,688)
55,361
—
59,450
299,715
(1,507,611)
(82,337)
(14,014)
(78,295)
413,488
627,369
(343,553)
300,000
(250,000)
(10,819)
(80,972)
(384,502)
2,471
485,220
584,056
(257,566)
345,065
87,499
215,121
14,292
$
$
$
144,767
—
1,421
—
(37,276)
(77,300)
27,751
(106,930)
(54,494)
152,099
(2,926)
(17,778)
38,619
(40,643)
455,569
(547,001)
(619,083)
(86,463)
83,832
1,186,851
(472,666)
183,368
(254,245)
74,677
(154,894)
125,003
(123,609)
16,113
(953)
110,404
232,445
(246,221)
(61,758)
(11,062)
(79,399)
174,087
317,661
(653,219)
478,947
(185,000)
(11,442)
(31,554)
(332,552)
2,926
451,809
59,444
268,792
76,273
345,065
153,664
9,350
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
81
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts relating to the number of buildings, square footage, tenant and occupancy data and estimated project costs
are unaudited.
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Business
Kimco Realty Corporation (the “Company” or “Kimco”), its subsidiaries, affiliates and related real estate joint
ventures are engaged principally in the operation of neighborhood and community shopping centers which are anchored
generally by discount department stores, supermarkets or drugstores. The Company also provides property management
services for shopping centers owned by affiliated entities, various real estate joint ventures and unaffiliated third
parties.
Additionally, in connection with the Tax Relief Extension Act of 1999 (the “RMA”), which became effective
January 1, 2001, the Company is permitted to participate in activities which it was precluded from previously in order to
maintain its qualification as a Real Estate Investment Trust (“REIT”), so long as these activities are conducted in entities
which elect to be treated as taxable subsidiaries under the Internal Revenue Code, as amended (the “Code”), subject
to certain limitations. As such, the Company, through its taxable REIT subsidiaries, is engaged in various retail real
estate related opportunities including (i) merchant building through its wholly-owned taxable REIT subsidiaries(“TRS”),
which are primarily engaged in the ground-up development of neighborhood and community shopping centers and the
subsequent sale thereof upon completion, (ii) retail real estate advisory and disposition services which primarily focuses
on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers
and (iii) acting as an agent or principal in connection with tax deferred exchange transactions.
The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic
distribution of its properties, avoiding dependence on any single property and a large tenant base. At December 31, 2008,
the Company’s single largest neighborhood and community shopping center accounted for only 1.0% of the Company’s
annualized base rental revenues and only 0.9% of the Company’s total shopping center gross leasable area (“GLA”). At
December 31, 2008, the Company’s five largest tenants were The Home Depot, TJX Companies, Sears Holdings, Kohl’s
and Wal-Mart, which represented approximately 3.3%, 2.8%, 2.5%, 2.2% and 1.8%, respectively, of the Company’s
annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the
Company has less than a 100% economic interest.
The principal business of the Company and its consolidated subsidiaries is the ownership, development, management
and operation of retail shopping centers, including complementary services that capitalize on the Company’s established
retail real estate expertise. The Company does not distinguish its principal business or group its operations on a
geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable
segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of
America (“GAAP”).
Principles of Consolidation and Estimates
The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, all of
which are wholly-owned, and all entities in which the Company has a controlling interest, including where the Company
has been determined to be a primary beneficiary of a variable interest entity in accordance with the provisions and
guidance of Interpretation No. 46(R), Consolidation of Variable Interest Entities (“FIN 46(R)”) or meets certain criteria
of a sole general partner or managing member as identified in accordance with Emerging Issues Task Force (“EITF”)
Issue 04-5, Investor’s Accounting for an Investment in a Limited Partnership when the Investor is the Sole General
Partner and the Limited Partners have Certain Rights (“EITF 04-5”). All intercompany balances and transactions have
been eliminated in consolidation.
GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and
expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate
and related intangible assets and liabilities, the assessment of impairments of real estate and related intangible assets and
82
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
liabilities, equity method investments, marketable securities and other investments, as well as, depreciable lives, revenue
recognition, the collectability of trade accounts receivable and the realizability of deferred tax assets. Application of these
assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could differ from
these estimates.
Minority Interests
Minority interests represent the portion of equity that the Company does not own in those entities it consolidates as
a result of having a controlling interest or determined that the Company was the primary beneficiary of a variable interest
entity in accordance with the provisions and guidance of FIN 46(R).
Minority interests also include partnership units issued from consolidated subsidiaries of the Company in connection
with certain property acquisitions. These units have a stated redemption value or a redemption amount based upon the
Adjusted Current Trading Price, as defined, of the Company’s common stock (“Common Stock”) and provide the unit
holders various rates of return during the holding period. The unit holders generally have the right to redeem their units
for cash at any time after one year from issuance. The Company typically has the option to settle redemption amounts
in cash or Common Stock for the issuance of convertible units. The Company evaluates the terms of the partnership
units issued in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 150, Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and Equity, and EITF D-98, Classification and
Measurement of Redeemable Securities, to determine if the units are mandatorily redeemable and as such accounts for
them accordingly.
The acquisitions of minority interests, through the redemption of redeemable units, for shares of Common Stock
are recorded under the purchase method at the fair market value of the Common Stock on the date of acquisition. The
acquisition amounts are allocated to the underlying total assets of the Company based on their estimated fair values.
Real Estate
Real estate assets are stated at cost, less accumulated depreciation and amortization. If there is an event or a change in
circumstances that indicates that the basis of a property (including any related amortizable intangible assets or liabilities)
may not be recoverable, then management will assess any impairment in value by making a comparison of (i) the current
and projected operating cash flows (undiscounted and without interest charges) of the property over its estimated holding
period, and (ii) the net carrying amount of the property. If the current and projected operating cash flows (undiscounted
and without interest charges) are less than the carrying value of the property, the carrying value would be adjusted to an
amount to reflect the estimated fair value of the property.
When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset
and estimates the sales price, net of selling costs. If, in management’s opinion, the net sales price of the asset is less than
the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value
of the property.
Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible
assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets
and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships), assumed debt
and redeemable units issued in accordance with SFAS No. 141, Business Combinations (“SFAS No. 141”), at the date
of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the
Company allocates the initial purchase price to the applicable assets and liabilities. As final information regarding fair
value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are
made to the purchase price allocation. The allocations are finalized within twelve months of the acquisition date.
The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of
acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the
property “as-if-vacant”. The fair value reflects the depreciated replacement cost of the permanent assets, with no trade
fixtures included.
83
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of
above-market and below-market leases is estimated based on the present value of the difference between the contractual
amounts to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions
(i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated remaining term of
the lease. The capitalized above-market or below-market intangible is amortized to rental income over the estimated
remaining term of the respective leases. Mortgage debt premiums are amortized into interest expense over the remaining
term of the related debt instrument. Unit discounts and premiums are amortized into Minority interest in income, net over
the period from the date of issuance to the earliest redemption date of the units.
In determining the value of in-place leases, management considers current market conditions and costs to execute
similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing
occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses,
estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing
commissions, legal and other related costs based on current market demand. In estimating the value of tenant relationships,
management considers the nature and extent of the existing tenant relationship, the expectation of lease renewals, growth
prospects and tenant credit quality, among other factors. The value assigned to in-place leases and tenant relationships
is amortized over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled
expiration, all unamortized costs relating to that lease would be written off.
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets,
as follows:
Buildings and building improvements
Fixtures, leasehold and tenant improvements
(including certain identified intangible assets)
15 to 50 years
Terms of leases or useful
lives, whichever is shorter
Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and
replacements, which improve and extend the life of the asset, are capitalized. The useful lives of amortizable intangible
assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised
remaining useful life.
Real Estate Under Development
Real estate under development represents both the ground-up development of neighborhood and community
shopping center projects which are subsequently sold upon completion and projects which the Company may hold as
long-term investments. These properties are carried at cost. The cost of land and buildings under development includes
specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the
property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel
directly involved and other costs incurred during the period of development. The Company ceases cost capitalization
when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than
one year from the completion of major construction activity. If, in management’s opinion, the net sales price of assets
held for resale or the current and projected undiscounted cash flows of these assets to be held as long-term investments
is less than the net carrying value, the carrying value would be adjusted to an amount to reflect the estimated fair value
of the property.
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as
the Company exercises significant influence, but does not control these entities. These investments are recorded initially
at cost and subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized in
accordance with each respective investment agreement and where applicable, based upon an allocation of the investment’s
net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.
84
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional
and other joint venture partners in neighborhood and community shopping center properties, consistent with its core
business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus
contractually limiting the Company’s exposure to losses primarily to the amount of its equity investment; and due to
the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk.
The Company’s exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying
value in these investments. The Company, on a selective basis, obtains unsecured financing for certain joint ventures.
These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their
proportionate amounts of any guaranty payment the Company is obligated to make.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment
property operating performance and general market conditions, that the value of the Company’s investments in
unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the
fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-
than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount
of the investment over the estimated fair value of the investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that
includes all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates
utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market
rates for each respective property.
Other Real Estate Investments
Other real estate investments primarily consist of preferred equity investments for which the Company provides
capital to developers and owners of real estate. The Company typically accounts for its preferred equity investments on
the equity method of accounting, whereby earnings for each investment are recognized in accordance with each respective
investment agreement and based upon an allocation of the investment’s net assets at book value as if the investment was
hypothetically liquidated at the end of each reporting period.
On a continuous basis, management assesses whether there are any indicators, including the underlying investment
property operating performance and general market conditions, that the value of the Company’s Other real estate
investments may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the
investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary.
To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment
over the estimated fair value of the investment.
The Company’s estimated fair values are based upon a discounted cash flow model for each specific property that
includes all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates
utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market
rates for each respective property.
Mortgages and Other Financing Receivables
Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Loan
receivables are recorded at stated principal amounts net of any discount or premium or deferred loan origination costs or
fees. The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of
the related loan receivable. The Company defers certain loan origination and commitment fees, net of certain origination
costs and amortizes them as an adjustment of the loan’s yield over the term of the related loan. The Company evaluates
the collectability of both interest and principal on each loan to determine whether it is impaired. A loan is considered to
be impaired, when based upon current information and events, it is probable that the Company will be unable to collect all
amounts due according to the existing contractual terms. When a loan is considered to be impaired, the amount of loss is
calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows
at the loan’s effective interest rate or to the value of the underlying collateral if the loan is collateralized. Interest income
on performing loans is accrued as earned. Interest income on impaired loans is recognized on a cash basis.
85
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Cash and Cash Equivalents
Cash and cash equivalents (demand deposits in banks, commercial paper and certificates of deposit with original
maturities of three months or less) includes tenants’ security deposits, escrowed funds and other restricted deposits
approximating $12.5 million and $6.7 million for the years ended December 31, 2008 and 2007, respectively.
Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable
amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily
in funds that are currently U.S. federal government insured. Recoverability of investments is dependent upon the
performance of the issuers.
Marketable Securities
The Company classifies its existing marketable equity securities as available-for-sale in accordance with the
provisions of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. These securities are carried
at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated
other comprehensive income (“OCI”). Gains or losses on securities sold are based on the specific identification method.
All debt securities are generally classified as held-to-maturity because the Company has the positive intent and
ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization
of premiums and accretion of discounts to maturity. Debt securities which contain conversion features generally are
classified as available-for-sale.
On a continuous basis, management assesses whether there are any indicators that the value of the Company’s
marketable securities may be impaired. A marketable security is impaired if the fair value of the security is less than the
carrying value of the security and such difference is deemed to be other-than-temporary. To the extent impairment has
occurred, the loss shall be measured as the excess of the carrying amount of the security over the estimated fair value in
the security.
Deferred Leasing and Financing Costs
Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses
in the accompanying Consolidated Balance Sheets, are amortized over the terms of the related leases or debt agreements,
as applicable. Such capitalized costs include salaries and related costs of personnel directly involved in successful leasing
efforts.
Revenue Recognition and Accounts Receivable
Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases.
Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These
percentage rents are recognized once the required sales level is achieved. Rental income may also include payments
received in connection with lease termination agreements. In addition, leases typically provide for reimbursement to
the Company of common area maintenance costs, real estate taxes and other operating expenses. Operating expense
reimbursements are recognized as earned.
Management and other fee income consists of property management fees, leasing fees, property acquisition and
disposition fees, development fees and asset management fees. These fees arise from contractual agreements with third
parties or with entities in which the Company has a partial non-controlling interest. Management and other fee income,
including acquisition and disposition fees, are recognized as earned under the respective agreements. Management and
other fee income related to partially owned entities are recognized to the extent attributable to the unaffiliated interest.
Gains and losses from the sale of depreciated operating property and ground-up development projects are generally
recognized using the full accrual method in accordance with SFAS No. 66, Accounting for Sales of Real Estate (“SFAS
No. 66”), provided that various criteria relating to the terms of sale and subsequent involvement by the Company with
the properties are met.
86
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Gains and losses on transfers of operating properties result from the sale of a partial interest in properties to
unconsolidated joint ventures and are recognized using the partial sale provisions of SFAS No. 66.
The Company makes estimates of the uncollectability of its accounts receivable related to base rents, expense
reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer
credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In
addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-
petition and post-petition claims. The Company’s reported net income is directly affected by management’s estimate of
the collectability of accounts receivable.
Income Taxes
The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal
income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that
distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Section 856
through 860 of the Code.
In connection with the RMA, which became effective January 1, 2001, the Company is permitted to participate in
certain activities which it was previously precluded from in order to maintain its qualification as a REIT, so long as these
activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code. As such, the Company
is subject to federal and state income taxes on the income from these activities.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred
tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it
does not consider realization of such assets to be more likely than not.
Foreign Currency Translation and Transactions
Assets and liabilities of the Company’s foreign operations are translated using year-end exchange rates, and revenues
and expenses are translated using exchange rates as determined throughout the year. Gains or losses resulting from
translation are included in OCI, as a separate component of the Company’s stockholders’ equity. Gains or losses resulting
from foreign currency transactions are translated to local currency at the rates of exchange prevailing at the dates of the
transactions. The effect of the transactions gain or loss is included in the caption Other income, net in the Consolidated
Statements of Income.
Derivative/Financial Instruments
The Company measures its derivative instruments at fair value and records them in the Consolidated Balance Sheet
as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract. In
addition, the fair value adjustments will be recorded in either stockholders’ equity or earnings in the current period based
on the designation of the derivative. The effective portions of changes in fair value of cash flow hedges are reported in
OCI and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in the fair value
of foreign currency hedges that are designated and effective as net investment hedges are included in the cumulative
translation component of OCI to the extent they are economically effective and are subsequently reclassified to earnings
when the hedged investments are sold or otherwise disposed of. The changes in fair value of derivative instruments
which are not designated as hedging instruments and the ineffective portions of hedges are recorded in earnings for the
current period.
The Company utilizes derivative financial instruments to reduce exposure to fluctuations in interest rates, foreign
currency exchange rates and market fluctuations on equity securities. The Company has established policies and
procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.
The Company has not entered, and does not plan to enter, into financial instruments for trading or speculative purposes.
Additionally, the Company has a policy of only entering into derivative contracts with major financial institutions.
87
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The principal financial instruments used by the Company are interest rate swaps, foreign currency exchange forward
contracts, cross-currency swaps and warrant contracts. These derivative instruments were designated and qualified as
cash flow, fair value or foreign currency hedges (see Note 16).
Earnings Per Share
The following table sets forth the reconciliation of earnings and the weighted average number of shares used in the
calculation of basic and diluted earnings per share (amounts presented in thousands, except per share data):
Computation of Basic Earnings Per Share:
Income from continuing operations before extraordinary gain . . . . . . . . . .
Gain on transfer of operating properties . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of operating properties, net of tax . . . . . . . . . . . . . . . . . . . . . .
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations
before extraordinary gain applicable
to common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Extraordinary gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income applicable to common shares . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average common shares outstanding . . . . . . . . . . . . . . . . . . . . . .
Basic Earnings Per Share:
Income from continuing operations before extraordinary gain . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Extraordinary gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computation of Diluted Earnings Per Share:
Income from continuing operations
before extraordinary gain applicable
to common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions on convertible units (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations for diluted earnings per share . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Extraordinary gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income for diluted earnings per common share . . . . . . . . . . . . . . . . . .
Weighted average common shares outstanding – Basic . . . . . . . . . . . . . . .
Effect of dilutive securities:
Stock options/deferred stock awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assumed conversion of convertible units (a) . . . . . . . . . . . . . . . . . . . . . . . .
Shares for diluted earnings per common share . . . . . . . . . . . . . . . . . . . . . .
Diluted Earnings Per Share:
Income from continuing operations before extraordinary gain . . . . . . . . . .
Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Extraordinary gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008
2007
2006
$ 223,404
1,195
587
(47,288)
$ 356,283
—
2,708
(19,659)
$ 340,330
1,394
1,066
(11,638)
177,898
24,716
—
$ 202,614
257,811
$
$
0.69
0.10
—
0.79
$ 177,898
18
177,916
24,716
—
$ 202,632
257,811
999
33
258,843
$
$
0.69
0.09
—
0.78
339,332
33,574
50,265
$ 423,171
252,129
$
$
1.35
0.13
0.20
1.68
$ 339,332
—
339,332
33,574
50,265
$ 423,171
252,129
4,929
—
257,058
$
$
1.32
0.13
0.20
1.65
331,152
85,469
—
$ 416,621
239,552
$
$
1.38
0.36
—
1.74
$ 331,152
—
331,152
85,469
—
$ 416,621
239,552
5,063
—
244,615
$
$
1.35
0.35
—
1.70
(a)
The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of
Income from continuing operations before extraordinary gain per share. Accordingly, the impact of such conversions
has not been included in the determination of diluted earnings per share calculations.
88
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
In addition, there were approximately 13,731,767, 3,017,400, and 71,250, stock options that were anti-dilutive as of
December 31, 2008, 2007 and 2006, respectively.
Stock Compensation
The Company maintains an equity participation plan (the “Plan”) pursuant to which a maximum of 47,000,000
shares of the Company’s common stock may be issued for qualified and non-qualified options and restricted stock grants.
Unless otherwise determined by the Board of Directors at its sole discretion, options granted under the Plan generally
vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the market
price on the date of grant. Restricted stock grants vest 100% on the fourth or fifth anniversary of the grant. In addition,
the Plan provides for the granting of certain options and restricted stock to each of the Company’s non-employee directors
(the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu
of directors’ fees.
The Company accounts for stock options in accordance with SFAS No. 123 (revised 2004), “Share-Based Payment”
(“SFAS No. 123R”). SFAS 123R requires that all share based payments to employees, including grants of employee stock
options, be recognized in the statement of operations over the service period based on their fair values. Fair value is
determined using the Black-Scholes option pricing formula, intended to estimate the fair value of the awards at the grant
date. (See footnote 21 for additional disclosure on the assumptions and methodology.)
New Accounting Pronouncements
In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value
Measurement (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurement. This statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007. During February 2008, the FASB issued two Staff Positions that (i) partially deferred
the effective date of SFAS No. 157 for one year for certain nonfinancial assets and nonfinancial liabilities and (ii) removed
certain leasing transactions from the scope of SFAS No. 157. The impact of partially adopting SFAS No. 157 did not have a
material impact on the Company’s financial position or results of operations. (See footnote 15 for additional disclosure).
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported
in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The impact of adopting SFAS
No. 159 did not have a material impact on the Company’s financial position or results of operations, as the Company did
not elect the fair value option for its financial assets and liabilities.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS No. 141(R)”).
The objective of this statement is to improve the relevance, representational faithfulness and comparability of the
information that a reporting entity provides in its financial reports about a business combination and its effects. To
accomplish that, this statement establishes principles and requirements for how the acquirer: (i) recognizes and measures
in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain
purchase, (iii) determines what information to disclose to enable users of the financial statements to evaluate the nature
and financial effects of the business combination and (iv) requires expensing of transaction costs associated with a
business combination. This statement applies prospectively to business combinations for which the acquisition date is on
or after the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that
date. The impact the adoption of SFAS No. 141(R) will have on the Company’s financial position and results of operations
will be dependent upon the volume of business combinations entered into by the Company.
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”
(“FAS 160”). FAS 160 establishes accounting and reporting standards that require the ownership interests in subsidiaries
held by parties other than the parent be clearly identified, labeled and presented in the consolidated statement of financial
position within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the
parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of
89
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
income; changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary
be accounted for consistently; when a subsidiary is deconsolidated, any retained non-controlling equity investment in
the former subsidiary be initially measured at fair value; and entities provide sufficient disclosures that clearly identify
and distinguish between the interests of the parent and the interests of the non-controlling owners. The objective of the
guidance is to improve the relevance, comparability and transparency of the financial information that a reporting entity
provides in its consolidated financial statements. FAS 160 is effective for fiscal years beginning on or after December 15,
2008. Earlier adoption is prohibited. The impact the adoption of SFAS No. 160 will have on the Company’s financial
position and results of operations, will be dependent upon the volume of transactions which will specifically be impacted
by this pronouncement.
In March 2008, the FASB issued FAS 161, “Disclosures about Derivative Instruments and Hedging Activities an
amendment of FASB Statement No. 133”, (“SFAS No. 161”) which amends and expands the disclosure requirements of
FAS 133 to require qualitative disclosure about objectives and strategies for using derivatives, quantitative disclosures
about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent
features in derivative agreements. SFAS No. 161 is to be applied prospectively for the first annual reporting period
beginning on or after November 15, 2008, with early application encouraged. SFAS No. 161 also encourages, but does not
require, comparative disclosures for earlier periods at initial adoption. The adoption of SFAS No. 161 is not expected to
have a material impact on the Company’s disclosures.
In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP
142-3”). FSP 142-3 removes the requirement under SFAS No. 142, Goodwill and Other Intangible Assets to consider
whether an intangible asset can be renewed without substantial cost or material modifications to the existing terms and
conditions, and replaces it with a requirement that an entity consider its own historical experience in renewing similar
arrangements, or a consideration of market participant assumptions in the absence of historical experience. FSP 142-3
also requires entities to disclose information that enables users of financial statements to assess the extent to which the
expected future cash flows associated with the asset are affected by the entity’s intent and/or ability to renew or extend
the arrangement. FSP 142-3 is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is
prohibited. The adoption of FSP 142-3 is not expected to have a material impact on the Company’s financial position and
results of operations.
In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, “Determining Whether Instruments Granted
in Share-Based Payment Transactions Are Participating Securities,” (“EITF 03-6-1”), which classifies unvested share-
based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid)
as participating securities and requires them to be included in the computation of earnings per share pursuant to the
two-class method described in SFAS No. 128, “Earnings per Share.” EITF 03-6-1 is effective for financial statements
issued for fiscal years beginning after December 15, 2008. Earlier adoption is prohibited. All prior-period earnings per
share data presented are to be adjusted retrospectively. The Company adoption of EITF 03-6-1 is not expected to have a
material impact on the Company’s financial position and results of operations.
In December 2008, the FASB issued FSP FAS 140-4 and FIN46(R)-8, Disclosures by Public Entities (Enterprises)
about Transfers of Financial Assets and Interests in Variable Interest Entities, which promptly improves disclosures by
public companies until the pending amendments to FASB Statement No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities (“SFAS No. 140”), and FIN 46(R), are finalized and approved by the
Board. The FSP amends SFAS No. 140 to require public companies to provide additional disclosures about transfers of
financial assets and variable interests in qualifying special-purpose entities. It also amends FIN 46(R) to require public
companies to provide additional disclosures about their involvement with variable interest entities. This FSP is effective
for reporting periods ending after December 15, 2008. (See footnotes 3, 7 and 8 for additional disclosure).
Reclassifications
Certain reclassifications have been made to the 2007 balances to conform to the 2008 presentation.
90
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
2.
REAL ESTATE:
The Company’s components of Rental property consist of the following (in thousands):
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and improvements
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building improvements . . . . . . . . . . . . . . . . . . . .
Tenant improvements . . . . . . . . . . . . . . . . . . . . . .
Fixtures and leasehold improvements . . . . . . . . .
Other rental property (1) . . . . . . . . . . . . . . . . . . .
Accumulated depreciation and amortization . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2008
$ 1,395,645
2007
$ 1,262,879
3,847,544
692,040
633,883
35,377
245,452
6,849,941
(1,159,664)
$ 5,690,277
3,559,465
566,720
549,490
33,932
208,143
6,180,629
(977,444)
$ 5,203,185
(1) At December 31, 2008 and 2007, Other rental property consisted of intangible assets including $161,556 and $130,598
respectively, of in-place leases, $22,400 and $21,555 respectively, of tenant relationships, and $61,495 and $55,991
respectively, of above-market leases.
In addition, at December 31, 2008 and 2007, the Company had intangible liabilities relating to below-market leases
from property acquisitions of approximately $171.4 million and $182.3 million, respectively. These amounts are included
in the caption Other liabilities in the Company’s Consolidated Balance Sheets.
3.
PROPERTY ACQUISITIONS, DEVELOPMENTS AND OTHER INVESTMENTS:
Operating property acquisitions, ground-up development costs and other investments have been funded principally
through the application of proceeds from the Company’s public equity and unsecured debt issuances, proceeds from
mortgage and construction financings, availability under the Company’s revolving lines of credit and issuance of various
partnership units.
Operating Properties
Acquisition of Operating Properties
During the year December 31, 2008, the Company acquired, in separate transactions, 10 operating properties,
comprising an aggregate 1.2 million square feet of a GLA, for an aggregate purchase price of approximately $215.9 million
including the assumption of approximately $96.2 million of non-recourse mortgage debt encumbering four of the
properties. Details of these transactions are as follows (in thousands):
Total
GLA
Property Name
Location
U.S. Acquisitions:
108 West Germania . . . . . . . . . . . . . . . . . . .
1429 Walnut St . . . . . . . . . . . . . . . . . . . . . . .
168 North Michigan Ave . . . . . . . . . . . . . . .
118 Market St . . . . . . . . . . . . . . . . . . . . . . . .
Alison Building . . . . . . . . . . . . . . . . . . . . . .
Lorden Plaza . . . . . . . . . . . . . . . . . . . . . . . . . Milford, NH
East Windsor Village . . . . . . . . . . . . . . . . . .
Potomac Run Plaza . . . . . . . . . . . . . . . . . . . .
Chicago, IL
Philadelphia, PA
Chicago, IL
Philadelphia, PA
Philadelphia, PA
East Windsor, NJ
Sterling, VA
Month
Acquired
Jan-08
Jan-08
Jan-08 (1)
Feb-08 (1)
Apr-08 (1)
Apr-08
May-08 (2)
Sep-08 (5)
Purchase Price
Debt
Assumed
$
— $
6,400
—
—
—
26,000
19,780
44,046
96,226
$
Cash
9,250
22,100
13,000
600
15,875
5,650
10,370
21,430
98,275
9,250
28,500
13,000
600
15,875
31,650
30,150
65,476
194,501
Latin American Acquisitions:
Valinhos . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vicuna Mackenna . . . . . . . . . . . . . . . . . . . . .
Total Acquisitions . . . . . . . . . . . . . . . . . . . . .
Valinhos, Brazil
Santiago, Chile
Jun-08 (3)
Aug-08 (4)
17,384
4,025
$ 119,684
—
—
$ 96,226
17,384
4,025
$ 215,910
91
41
76
74
1
58
149
249
361
1,009
121
26
1,156
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(1)
Property is scheduled for redevelopment.
(2) The Company acquired this property from a joint venture in which the Company had an approximate 15% non-
controlling ownership interest.
(3) The Company provided $12.2 million as part of its 70% economic interest in this newly formed joint venture for the
acquisition of this operating property and land parcel. The Company has determined, under the provisions of FIN
46(R), that this joint venture is a VIE and that the Company is the primary beneficiary. As such, the Company has
consolidated this entity for accounting and reporting purposes.
(4) The Company provided a $3.0 million equity investment to a newly formed joint venture in which the Company has
a 75% economic interest for the acquisition of this operating property and has determined under the provisions of
FIN 46(R) that this joint venture is a VIE and that the Company is the primary beneficiary. As such, the Company
has consolidated this entity for accounting and reporting purposes.
(5) The Company acquired this property from a joint venture in which the Company holds a 20% non-controlling
interest.
During the year ended December 31, 2007, the Company acquired, in separate transactions, 61 operating properties,
comprising an aggregate 4.4 million square feet of GLA, for an aggregate purchase price of approximately $1.1 billion
including the assumption of approximately $114.3 million of non-recourse mortgage debt encumbering nine of the
properties. Details of these transactions are as follows (in thousands):
Purchase Price
Debt
Assumed
Total
GLA
Property Name
Location
Month
Acquired
Various
U.S. Acquisitions:
3 Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Embry Village. . . . . . . . . . . . . . . . . . . . . . . . Atlanta, GA
Park Place . . . . . . . . . . . . . . . . . . . . . . . . . . . Morrisville, NC
Philadelphia, PA
35 North Third Street . . . . . . . . . . . . . . . . . .
Pittsburgh, PA
Cranberry Commons II . . . . . . . . . . . . . . . .
Lake Grove, NY
Lake Grove . . . . . . . . . . . . . . . . . . . . . . . . . .
Philadelphia, PA
1628 Walnut St . . . . . . . . . . . . . . . . . . . . . . .
2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Various
Flagler Park . . . . . . . . . . . . . . . . . . . . . . . . . . Miami, FL
2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Suburban Square . . . . . . . . . . . . . . . . . . . . .
1701 Walnut St . . . . . . . . . . . . . . . . . . . . . . .
30 West 21st St . . . . . . . . . . . . . . . . . . . . . . .
Chatham Plaza . . . . . . . . . . . . . . . . . . . . . . .
2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Birchwood Portfolio (11 Properties). . . . . . .
493-497 Commonwealth Ave . . . . . . . . . . . .
3 Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Highlands Square . . . . . . . . . . . . . . . . . . . . .
Mooresville Crossings . . . . . . . . . . . . . . . . . Mooresville, NC
Corona Hills Marketplace . . . . . . . . . . . . . .
127-129 Newbury St . . . . . . . . . . . . . . . . . . .
Talavi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wayne Plaza . . . . . . . . . . . . . . . . . . . . . . . . .
Rockford Crossing . . . . . . . . . . . . . . . . . . . .
Center at Westbank . . . . . . . . . . . . . . . . . . . .
Jan-07 (1)
Feb-07
Mar-07 (2)
Mar-07
Mar-07 (3)
Apr-07 (4)
Apr-07
Apr-07 (5)
Apr-07
May-07 (6)
May-07
May-07
May-07
June-07
June-07 (7)
July-07
July-07
July-07 (8)
July-07 (9)
Aug-07
Aug-07
Corona, CA
Oct-07
Boston, MA
Nov-07 (10)
Glendale, AZ
Chambersburg, PA Nov-07 (2)
Dec-07 (2)
Rockford, IL
Dec-07 (2)
Harvey, LA
Various
Ardmore, PA
Philadelphia, PA
New York, NY
Savannah, GA
Various
Long Island, NY
Boston, MA
Philadelphia, PA
Clearwater, FL
Cash
$ 22,535
46,800
10,700
2,100
1,431
31,500
3,500
62,800
95,000
36,801
215,000
12,000
6,250
44,600
16,920
92,090
5,650
60,890
4,531
41,000
32,000
11,600
12,500
6,849
3,867
11,551
890,465
$ 19,480
—
10,700
—
3,108
—
—
—
—
16,800
—
—
18,750
—
—
—
—
—
—
—
—
—
—
14,289
11,033
20,149
114,309
$
42,015
46,800
21,400
2,100
4,539
31,500
3,500
62,800
95,000
53,601
215,000
12,000
25,000
44,600
16,920
92,090
5,650
60,890
4,531
41,000
32,000
11,600
12,500
21,138
14,900
31,700
1,004,774
Latin American Acquisitions:
Waldo’s Mexico Portfolio (17 properties) . .
Gran Plaza Cancun . . . . . . . . . . . . . . . . . . . . Mexico
Total Acquisitions . . . . . . . . . . . . . . . . . . . . .
Various, Mexico
Mar-07
Dec-07
51,500
38,909
$ 980,874
—
—
$ 114,309
51,500
38,909
$1,095,183
92
240
215
170
2
17
158
2
436
350
169
359
15
5
199
22
280
20
68
76
155
149
9
109
132
89
182
3,628
488
273
4,389
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(1) Three properties acquired in separate transactions, located in Alpharetta, GA, Southlake, TX and Apopka, FL.
(2) The Company acquired these properties from a joint venture in which the Company holds a 20% non-controlling
interest.
(3) The Company acquired this property from a venture in which the Company had a preferred equity investment.
(4) The Company provided a $31.0 million preferred equity investment to a newly formed joint venture in which the
Company has a 98% economic interest for the acquisition of this operating property and has determined under the
provisions of FIN 46(R) that this joint venture is a VIE and that the Company is the primary beneficiary. As such,
the Company has consolidated this entity for accounting and reporting purposes.
(5) The Company acquired, in separate transactions, these two properties located in Chico, CA and Auburn, WA from
a joint venture in which the Company holds a 15% non-controlling interest.
(6) Two properties acquired in separate transactions, located in Sparks, NV and San Diego, CA.
(7) Two properties acquired in separate transactions, located in Boston, MA and Philadelphia, PA.
(8) Three mixed use residential/retail properties acquired in separate transactions, located in Philadelphia, PA.
(9) The Company provided a $4.3 million preferred equity investment to a newly formed joint venture in which the
Company has a 94% economic interest for the acquisition of this operating property and has determined under the
provisions of FIN 46(R) that this joint venture is a VIE and that the Company is the primary beneficiary. As such,
the Company has consolidated this entity for accounting and reporting purposes.
(10) The Company acquired an additional 50% ownership interest in this operating property, as such the Company now
holds a 100% interest in this property and consolidates it for financial reporting purposes.
The aggregate purchase price of the above mentioned 2008 and 2007 properties have been allocated to the tangible
and intangible assets and liabilities of the properties in accordance with SFAS No. 141, at the date of acquisition, based
on evaluation of information and estimates available at such date. As final information regarding the fair value of the
assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments will be made to the
purchase price allocation. The allocations are finalized no later than twelve months from the acquisition date. The total
aggregate purchase price was allocated as follows (in thousands):
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below Market Rents . . . . . . . . . . . . . . . . . . . . . . . . . .
Above Market Rents . . . . . . . . . . . . . . . . . . . . . . . . . .
In-Place Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building Improvements . . . . . . . . . . . . . . . . . . . . . . .
Tenant Improvements . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgage Fair Value Adjustment . . . . . . . . . . . . . . . .
$
2008
55,323
121,927
(8,926)
2,167
6,879
2,739
28,589
7,147
65
$ 215,910
$
2007
327,970
625,640
(62,802)
13,629
41,281
10,181
105,716
35,897
(2,329)
$ 1,095,183
Included within the Company’s consolidated operating properties are 10 consolidated entities that are VIE’s and
for which the Company is the primary beneficiary. All of these entities have been established to own and operate real
estate property. The Company’s involvement with these entities is through its majority ownership and management of
the properties. These entities were deemed VIE’s primarily based on the fact that the voting rights of the equity investors
is not proportional to their obligation to absorb expected losses or receive the expected residual returns of the entity and
substantially all of the entity’s activities are conducted on behalf of the investor which has disproportionately few voting
rights. The Company determined that it was the primary beneficiary of these VIE’s as a result of its economic ownership
percentage which provides that the Company would absorb a majority of the entity’s expected losses, receive a majority
of the entity’s expected residual returns, or both.
93
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
At December 31, 2008, total assets of these VIE’s were approximately $1.0 billion and total liabilities were
approximately $552.9 million, including $323.1 million of non-recourse mortgage debt. The classification of these assets
is primarily within real estate and the classification of liabilities are primarily within mortgages payable and minority
interests in the Company’s consolidated balance sheets.
The majority of the operations of these VIE’s are funded with cash flows generated from the properties. Three of
these entities are encumbered by third party non-recourse mortgage debt aggregating approximately $323.1 million. The
Company has not provided financial support to any of these VIE’s that it was not previously contractually required to
provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed
necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.
Ground-Up Development
The Company is engaged in ground-up development projects which consist of (i) merchant building through the
Company’s wholly-owned taxable REIT subsidiaries, which develop neighborhood and community shopping centers
and the subsequent sale after completion, (ii) U.S. ground-up development projects which will be held as long-term
investments by the Company and (iii) various ground-up development projects located in Latin America for long-term
investment. The ground-up development projects generally have significant pre-leasing prior to the commencement of
construction. As of December 31, 2008, the Company had in progress a total of 47 ground-up development projects,
consisting of 11 merchant building projects, of which seven are anticipated to be substantially complete during the first
half of 2009, one U.S. ground-up development project, 29 ground-up development projects located throughout Mexico,
three ground-up development projects located in Chile, two ground-up development projects located in Brazil and one
ground-up development project located in Peru.
Merchant Building
During the years 2008, 2007 and 2006, the Company expended approximately $111.9 million, $269.6 million,
and $287.0 million, respectively, in connection with the purchase of land and construction costs related to its merchant
building projects. These costs have been funded principally through proceeds from sales of completed projects and
construction loans.
Long-term Investment Projects
During 2008, the Company acquired (i) 5 land parcels located throughout Mexico for an aggregate purchase price
of approximately 368.2 million Mexican Pesos (“MXP”) (approximately USD $33.3 million), (ii) one land parcel located
in Lima, Peru for a purchase price of approximately 1.9 million Peruvian Nuevo Sol (“PEN”) (approximately USD
$0.7 million), (iii) two land parcels located in Chile for a purchase price of approximately 7.9 billion CLP (approximately
USD $16.1 million) and (iv) one land parcel located in Hortolandia, Brazil for a purchase price of approximately 7.4
BRL (approximately USD$ 3.2 million). These nine land parcels will be developed into retail centers aggregating
approximately 1.7 million square feet of gross leasable area with a total estimated aggregate project cost of approximately
USD $195.5 million.
During 2008, the Company acquired, through an unconsolidated joint venture investment, 11 land parcels, in separate
transactions, located in various cities throughout Mexico for an aggregate purchase price of approximately 554.9 million
MXP (approximately USD $48.5 million) which will be held for investment or possible future development.
Additionally, during 2008, the Company acquired, through an existing consolidated joint venture, a redevelopment
property in Bronx, NY, for a purchase price of approximately $5.2 million. The property will be redeveloped into a retail
center with a total estimated project cost of approximately $17.7 million.
During 2007, the Company expended approximately $7.7 million in connection with the purchase of undeveloped
land in Union, NJ, which will be developed into a 0.2 million square foot retail center and approximately $21.5 million
in connection with the purchase of three redevelopment properties located in Bronx, NY, which will be redeveloped into
mixed-use residential/retail centers aggregating 0.1 million square feet. These projects have a total estimated project cost
of approximately $71.5 million.
94
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
During 2007, the Company acquired, in separate transactions, seven land parcels located in various cities throughout
Mexico, for an aggregate purchase price of approximately MXP 865.9 million (approximately USD $78.0 million). These
land parcels will be developed into retail centers aggregating approximately 2.8 million square feet of GLA, with a total
estimated aggregate project cost of approximately MXP 2.3 billion (approximately USD $210.2 million).
During 2007, the Company acquired, through an unconsolidated joint venture investment, two land parcels,
in separate transactions, located in Mexico for an aggregate purchase price of approximately 184.8 million MXP
(approximately USD $16.8 million) which will be held for investment or possible future development.
During 2007, the Company acquired, through a newly formed joint venture in which the Company has a controlling
ownership interest, a 0.3 million square foot development project in Neuvo Vallarta, Mexico, for a purchase price of
approximately MXP 119.5 million (approximately USD $11.0 million). Total estimated project costs are approximately
USD $28.3 million.
During 2007, the Company acquired, through a newly formed joint venture in which the Company has a non-
controlling interest, a 0.1 million square foot development project in Tuxtepec, Mexico, for a purchase price of MXP
48.6 million (approximately USD $4.4 million). Total estimated project costs are approximately USD $14.4 million.
Included within the Company’s ground-up development projects are 18 consolidated entities that are VIE’s and for
which the Company is the primary beneficiary. These entities were established to develop real estate property to either
hold as a long-term investment or sell after completion. The Company’s involvement with these entities is through its
majority ownership and management of the properties. These entities were deemed VIE’s primarily based on the fact
that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial
support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction
as development costs are funded by the partners throughout the construction period. The Company determined that it
was the primary beneficiary of these VIE’s as a result of its economic ownership percentage which provides that the
Company would absorb a majority of the entity’s expected losses, receive a majority of the entity’s expected residual
returns or both.
At December 31, 2008, total assets of these VIE’s were approximately $353.0 million and total liabilities were
approximately $95.0 million, including $46.1 million of construction loans encumbering three of these entities. The
classification of these assets is primarily within real estate and the classification of liabilities are primarily within
construction loans payable and minority interests in the Company’s consolidated balance sheets.
The majority of the projected development costs to be funded to these VIE’s, aggregating approximately $82.0 million,
will be funded with capital contributions from the Company and when contractually obligated, the outside partner. Three
of these entities have third party construction loans aggregating approximately $46.1 million. The Company has not
provided financial support to the VIE that it was not previously contractually required to provide.
Also included within the Company’s ground-up developments are 10 unconsolidated joint ventures, which are VIE’s
for which the Company is not the primary beneficiary. These joint ventures were primarily established to develop real
estate property for long-term investment. These entities were deemed VIE’s primarily based on the fact that the equity
investment at risk was not sufficient to permit the entity to finance its activities without additional financial support. The
initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development
costs are funded by the partners throughout the construction period. The Company determined that it was not the primary
beneficiary of these VIE’s based on the fact that Company would receive less than a majority of the entity’s expected
residual returns or expected losses.
The Company’s aggregate investment in these VIE’s was approximately $127.9 million as of December 31, 2008,
which is included in Real estate under development in the Company’s Consolidated Balance Sheets. The Company’s
maximum exposure to loss as a result of its involvement with these VIE’s is estimated to be $217.7 million, which
primarily represents the Company’s current investment and estimated future funding commitments. The Company has
not provided financial support to these VIE’s that it was not previously contractually required to provide. All future costs
of development will be funded with capital contributions from the Company and the outside partner in accordance with
their respective ownership percentages.
95
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Kimsouth
On May 12, 2006, the Company acquired an additional 48% interest in Kimsouth Realty Inc. (“Kimsouth”), a
joint venture investment in which the Company had previously held a 44.5% non-controlling interest, for approximately
$22.9 million. As a result of this transaction, the Company’s total ownership increased to 92.5% and the Company
became the controlling shareholder. The Company commenced consolidation of Kimsouth upon the closing date. The
acquisition of the additional 48% ownership interest has been accounted for as a step acquisition with the purchase price
being allocated to the identified assets and liabilities of Kimsouth. As of May 12, 2006, Kimsouth consisted of five
properties, all of which have been subsequently sold and/or transferred.
As of May 12, 2006, Kimsouth had approximately $133.0 million of net operating loss (“NOL”) carry-forwards, which
could be utilized to offset future taxable income of Kimsouth. The Company evaluated the need for a valuation allowance based
on projected taxable income and determined that a valuation allowance of approximately $34.2 million was required. As such, a
purchase price adjustment of $17.5 million was recorded. As of December 31, 2008, Kimsouth had fully utilized its NOLs. (See
Note 22 for additional information).
During June 2006, Kimsouth contributed approximately $51.0 million, of which $47.2 million or 92.5% was provided
by the Company, to fund its 15% non-controlling interest in a newly formed joint venture with an investment group to
acquire a portion of Albertson’s Inc. To maximize investment returns, the investment group’s strategy with respect to
this joint venture, includes refinancing, selling selected stores and the enhancement of operations at the remaining stores.
Kimsouth accounts for this investment under the equity method of accounting. During 2007, this joint venture completed
the disposition of certain operating stores and a refinancing of the remaining assets in the joint venture. As a result of
these transactions, Kimsouth received a cash distribution of approximately $148.6 million. Kimsouth had a remaining
capital commitment obligation to fund up to an additional $15.0 million for general purposes. This amount was included
in Other liabilities in the Consolidated Balance Sheets. During March 2008, the Albertson’s partnership agreement was
amended to release the Company of its remaining capital commitment obligation, as a result the Company recognized
pre-tax income of $15.0 million from cash received in excess of the Company’s investment.
During 2008, the Albertson’s joint venture disposed of 121 operating properties for an aggregate sales price of
approximately $564.0 million, resulting in a gain of approximately $552.3 million, of which Kimsouth’s share was
approximately $73.1 million. During 2008, Kimsouth recognized equity in income from the Albertson’s joint venture
of approximately $64.4 million before income taxes, including the $73.1 million of gain and $15.0 million from cash
received in excess of the Company’s investment. As a result of these transactions, Kimsouth fully reduced its deferred
tax asset valuation allowance and utilized all of its remaining NOL carryforwards, which provided a tax benefit of
approximately $3.1 million.
Additionally, during 2008, the Albertson’s joint venture acquired six operating properties and four leasehold
properties for approximately $26.0 million, including the assumption of approximately $5.8 million in non-recourse
mortgage debt encumbering one of the properties.
During the year ended December 31, 2007, Kimsouth’s income from the Albertson’s joint venture aggregated
approximately $49.6 million, net of income tax. This amount includes (i) an operating loss of approximately $15.1 million,
net of an income tax benefit of approximately $10.1 million, (ii) distribution in excess of Kimsouth’s investment of
approximately $10.4 million, net of income tax expense of approximately $6.9 million, and (iii) an extraordinary gain of
approximately $54.3 million, net of income tax expense of approximately $36.2 million, resulting from purchase price
allocation adjustments as determined in accordance with SFAS No. 141. In accordance with Accounting Principles Board
Opinion 18, The Equity Method of Accounting for Investments in Common Stock, the Company has classified its 15%
share of the extraordinary gain, net of income taxes, as a separate component on the Company’s Consolidated Statements
of Income.
During 2007, Kimsouth sold its remaining property for an aggregate sales price of approximately $9.1 million. This
sale resulted in a gain of approximately $7.9 million, net of income taxes.
During 2007, the Albertson’s joint venture acquired two operating properties for approximately $20.3 million,
including the assumption of $18.5 million in non-recourse mortgage debt.
96
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
4.
DISPOSITIONS OF REAL ESTATE:
Operating Real Estate
During 2008, the Company disposed of seven operating properties and a portion of four operating properties, in
separate transactions, for an aggregate sales price of approximately $73.0 million, which resulted in an aggregate gain of
approximately $20.0 million. In addition, the Company partially recognized deferred gains of approximately $1.2 million
on three properties relating to their transfer and partial sale in connection with the Kimco Income Fund II transaction
described below.
During 2007, the Company transferred 11 operating properties to a wholly-owned consolidated entity, Kimco
Income Fund II (“KIF II”), for an aggregate purchase price of approximately $278.2 million, including non-recourse
mortgage debt of $180.9 million, encumbering 11 of the properties. During 2008, the Company transferred an additional
three properties for $73.9 million, including $50.6 million in non-recourse mortgage debt. During 2008 the Company
sold a 26.4% non-controlling ownership interest in the entity to third parties for approximately $32.5 million, which
approximated the Company’s cost. The Company continues to consolidate this entity.
Additionally, during 2008, the Company disposed of an operating property for approximately $21.4 million.
The Company provided seller financing for approximately $3.6 million, which bears interest at 10% per annum and is
scheduled to mature on May 1, 2011. Due to the terms of this financing, the Company has deferred its gain of $3.7 million
from this sale.
Additionally, during 2008, a consolidated joint venture in which the Company had a preferred equity investment
disposed of a property for a sales price of approximately $35.0 million. As a result of this capital transaction, the Company
received approximately $3.5 million of profit participation, before minority interest of approximately $1.1 million. This
profit participation has been recorded as income from other real estate investments and is reflected in Income from
discontinued operating properties in the Company’s Consolidated Statements of Income.
During 2008, FNC Realty Corporation (“FNC”), a consolidated entity in which the Company holds a 53% controlling
ownership interest, disposed of a property for a sales price of approximately $3.3 million. This transaction resulted in a
pre-tax profit of approximately $2.1 million, before minority interest of $1.0 million. This income has been recorded as
Income from other real estate investments in the Company’s Consolidated Statements of Income.
During 2007, the Company (i) disposed of six operating properties and completed partial sales of three operating
properties, in separate transactions, for an aggregate sales price of approximately $40.0 million, which resulted in an
aggregate net gain of approximately $6.4 million, after income taxes of approximately $1.6 million, and (ii) transferred
one operating property, which was acquired in the first quarter of 2007, to a joint venture in which the Company holds a
15% non-controlling ownership interest for an aggregate price of approximately $4.5 million, which represented the net
book value.
During 2007, FNC disposed of, in separate transactions, seven properties and completed the partial sale of an
additional property for an aggregate sales price of $10.4 million. These transactions resulted in pre-tax profits of
approximately $4.7 million, before minority interest of $3.3 million.
Additionally, during 2007, two consolidated joint ventures in which the Company had preferred equity investments
disposed of, in separate transactions, their respective properties for an aggregate sales price of approximately $66.5 million.
As a result of these capital transactions, the Company received approximately $22.1 million of profit participation, before
minority interest of approximately $5.6 million. This profit participation has been recorded as income from other real
estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated
Statements of Income.
During 2006, the Company disposed of (i) 28 operating properties and one ground lease for an aggregate sales price
of approximately $270.5 million, which resulted in an aggregate net gain of approximately $71.7 million, net of income
taxes of $2.8 million relating to the sale of two properties, and (ii) transferred five operating properties, to joint ventures
in which the Company has 20% non-controlling interests for an aggregate price of approximately $95.4 million, which
resulted in a gain of approximately $1.4 million from one transferred property.
97
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
During November 2006, the Company disposed of a vacant land parcel located in Bel Air, MD, for approximately
$1.8 million resulting in a $1.6 million gain on sale. This gain is included in Other income (expense), net on the Company’s
Consolidated Statements of Income.
Merchant Building
During 2008, the Company sold, in separate transactions, (i) two completed merchant building projects, (ii) 21
out-parcels, (iii) a partial sale of one project and (iv) a partnership interest in one project for aggregate proceeds of
approximately $73.5 million and received approximately $4.1 million of proceeds from completed earn-out requirements
on three previously sold merchant building projects. These sales resulted in gains of approximately $21.9 million, after
income taxes of $14.6 million.
During 2007, the Company sold, in separate transactions, (i) four of its recently completed merchant building
projects, (ii) 26 out-parcels, (iii) 74.3 acres of undeveloped land and (iv) completed partial sales of two projects, for an
aggregate total proceeds of approximately $310.5 million and received approximately $3.3 million of proceeds from
completed earn-out requirements on previously sold projects. These sales resulted in pre-tax gains of approximately
$40.1 million.
During 2006, the Company sold, in separate transactions, six of its recently completed projects, its partnership
interest in one project and 30 out-parcels for approximately $260.0 million. These sales resulted in pre-tax gains of
approximately $37.3 million.
5.
ADJUSTMENT OF PROPERTY CARRYING VALUES:
During 2008, as part of the Company’s ongoing analysis of its merchant building projects, the Company had
determined that for two of its projects, located in Middelburg, FL and Miramar, FL, the estimated recoverable value will
not exceed their estimated cost. This is primarily due to continued adverse changes in local market conditions and the
uncertainty of their recovery in the future. As a result, the Company has recorded an aggregate pre-tax adjustment of
property carrying value on these projects of $7.9 million, representing the excess of the carrying values of the projects over
their estimated fair values. The Company’s estimated fair values are based upon a discounted cash flow model for each
specific property that includes all estimated cash inflows and outflows over a specified holding period. Capitalization
rates and discount rates utilized in these models are based upon rates that the Company believes to be within a reasonable
range of current market rates for each respective property.
During 2007, the Company’s analysis of its merchant building projects resulted in an aggregate pre-tax adjustment
of property carrying value for two of its projects, located in Jacksonville, FL and Anchorage, AK, of $8.5 million,
representing the excess of the carrying values of the projects over their estimated fair values. This adjustment was also
due to adverse changes in local market conditions and the uncertainty of recovery in the future.
6.
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE:
The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets
sold during the period. All results of these discontinued operations are included in a separate component of income
on the Consolidated Statements of Income under the caption Discontinued operations. This has resulted in certain
reclassifications of 2008, 2007 and 2006 financial statement amounts.
98
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The components of Income from discontinued operations for each of the three years in the period ended
December 31, 2008, are shown below. These include the results of operations through the date of each respective sale for
properties sold during 2008, 2007 and 2006 and a full year of operations for those assets classified as held-for-sale as of
December 31, 2008 (in thousands):
Discontinued operations:
Revenues from rental property . . . . . . . . . . . . . . . . . .
Rental property expenses . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from other real estate investments . . . . . . . .
Other income/(expenses) . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operating properties . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . .
Minority interest in income . . . . . . . . . . . . . . . . . . . .
Loss on operating properties held for sale/sold . . . . .
Gain on disposition of operating properties . . . . . . . .
Income from discontinued operations . . . . . . . . . . . .
2008
2007
2006
$ 6,316
(1,031)
(2,208)
(116)
3,451
165
6,577
—
(1,281)
(598)
20,018
$24,716
$ 11,468
(3,783)
(3,207)
(597)
34,740
(3,013 )
35,608
—
(5,740)
(1,832)
5,538
$ 33,574
$ 28,647
(7,092)
(6,947)
(3,188)
3,708
1,224
16,352
(2,096)
(1,504)
(1,421)
74,138
$ 85,469
During 2008, the Company classified as held-for-sale four shopping center properties comprising approximately
0.2 million square feet of GLA. The book value of each of these properties, aggregating approximately $16.2 million,
net of accumulated depreciation of approximately $11.3 million, did not exceed each of their estimated fair value. As a
result, no adjustment of property carrying value has been recorded. The Company’s determination of the fair value for
these properties, aggregating approximately $28.6 million, is based upon executed contracts of sale with third parties less
estimated selling costs. During 2008, the Company reclassified one property previously classified as held-for-sale into
held-for-use and completed the sale of two of these properties.
During 2007, the Company classified as held-for-sale ten shopping center properties comprising approximately
0.6 million square feet of GLA. The book value of each of these properties, aggregating approximately $80.7 million, net
of accumulated depreciation of approximately $4.9 million, did not exceed each of their estimated fair values. As a result,
no adjustment of property carrying value has been recorded. The Company’s determination of the fair value for each of
these properties, aggregating approximately $116.8 million, is based primarily upon executed contracts of sale with third
parties less estimated selling costs. During 2008 and 2007, the Company completed the sale of seven of these properties
and reclassified three properties as held-for-use.
During 2006, the Company reclassified as held-for-sale 13 operating properties comprising 0.8 million square feet
of GLA. The aggregate book value of these properties was approximately $36.5 million, net of accumulated depreciation
of approximately $5.9 million. The book value of one property exceeded its estimated fair value by approximately
$0.6 million, and, as a result, the Company recorded a loss resulting from an adjustment of property carrying value of
approximately $0.6 million. The remaining properties had fair values exceeding their book values, and, as a result, no
adjustment of property carrying value was recorded. The Company’s determination of the fair value for each of these
properties, aggregating approximately $50.0 million, is based primarily upon executed contracts of sale with third parties
less estimated selling costs. The Company completed the sale of these operating properties during 2006 and 2007.
7.
INVESTMENT AND ADVANCES IN REAL ESTATE JOINT VENTURES:
Kimco Prudential Joint Ventures (“KimPru”)
On October 31, 2006, the Company completed the merger of Pan Pacific Retail Properties Inc. (“Pan Pacific”),
which had a total transaction value of approximately $4.1 billion, including Pan Pacific’s outstanding debt totaling
approximately $1.1 billion. As of October 31, 2006, Pan Pacific owned interests in 138 operating properties, which
comprised approximately 19.9 million square feet of GLA, located primarily in California, Oregon, Washington
and Nevada.
99
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Immediately following the merger, the Company commenced its joint venture agreements with Prudential Real
Estate Investors (“PREI”) through three separate accounts managed by PREI. In accordance with the joint venture
agreements, all Pan Pacific assets and respective non-recourse mortgage debt and a newly obtained $1.2 billion credit
facility used to fund the transaction were transferred to the separate accounts. PREI contributed approximately $1.1
billion on behalf of institutional investors in three of its portfolios. The Company holds a 15% non-controlling ownership
interest in each of the joint ventures, collectively, KimPru. The Company accounts for its investment in KimPru under
the equity method of accounting. In addition, the Company manages the portfolios and earns acquisition fees, leasing
commissions, property management fees and construction management fees.
During August 2008, KimPru entered into a new $650.0 million credit facility which matures in August 2009,
with the option to extend for one year and bears interest at a rate of LIBOR plus 1.25%. KimPru is obligated to pay
down a minimum of $165.0 million, among other requirements, in order to exercise the one-year extension option. The
required pay down is expected to be sourced from property sales, other debt financings and/or capital contributions by
the partners. This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any
guaranty payment the Company is obligated to make. Proceeds from this new credit facility were used to repay the
outstanding balance of $658.7 million under the $1.2 billion credit facility, referred to above, which was scheduled to
mature in October 2008 and bore interest at a rate of LIBOR plus 0.45%. As of December 31, 2008, the outstanding
balance on the new credit facility was $650.0 million.
During 2008, KimPru sold four operating properties for an aggregate sales price of approximately $45.3 million.
Proceeds from this property sale were used to repay a portion of the outstanding balance on the $1.2 billion credit
facility.
During the fourth quarter of 2008, the Company recognized non-cash impairment charges of $15.5 million,
against the carrying value of its investment in KimPru, reflecting an other-than-temporary decline in the fair value of its
investment resulting from a significant decline in the real estate markets during the fourth quarter of 2008.
In addition to the impairment charges above, the Company recognized impairment charges during 2008 of
approximately $11.2 million, before income tax benefit of approximately $4.5 million, relating to certain properties held
by an unconsolidated joint venture within the KimPru joint venture that are deemed held-for-sale or were transitioned
from held-for-sale to held-for-use properties.
The Company’s estimated fair values relating to the impairment assessments above are based upon discounted cash
flow models that include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and
discount rates utilized in these models are based upon rates that the Company believes to be within a reasonable range of
current market rates for the respective properties.
During 2007, KimPru sold, in separate transactions, 27 operating properties, two of which were sold to the Company
and one development property in separate transactions, for an aggregate sales price of approximately $517.0 million.
These sales resulted in an aggregate loss of approximately $2.8 million, of which the Company’s share was approximately
$0.4 million.
Additionally, during January 2007, the Company and PREI entered into a new joint venture in which the Company
holds a 15% non-controlling interest, which acquired 16 operating properties, aggregating 3.3 million square feet of
GLA, for an aggregate purchase price of approximately $822.5 million, including the assumption of approximately
$487.0 million in non-recourse mortgage debt. Six of these properties were transferred from a joint venture in which
the Company held a 5% non-controlling ownership interest. One of the properties was transferred from a joint venture
in which the Company held a 30% non-controlling ownership interest. As a result of this transaction, the Company
recognized profit participation of approximately $3.7 million and recognized its share of the gain. The Company will
manage these properties.
As of December 31, 2008, the KimPru portfolio was comprised of 123 shopping center properties aggregating
approximately 19.4 million square feet of GLA located in 13 states.
100
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Kimco Income REIT (“KIR”)
The Company has a non-controlling limited partnership interest in KIR and manages the portfolio. Effective July
1, 2006, the Company acquired an additional 1.7% limited partnership interest in KIR, which increased the Company’s
total non-controlling interest to approximately 45.0%.
During the year ended December 31, 2008, KIR repaid 16 non-recourse mortgages aggregating approximately
$209.6 million, which were scheduled to mature in 2008 and bore interest at rates ranging from 6.57% to 7.28%. Proceeds
from eight individual non-recourse mortgages obtained during 2008, aggregating approximately $218.3 million, bearing
interest at rates ranging from 6.0% to 6.5% with maturity dates ranging from 2015 to 2018 were used to fund these
repayments.
During 2008, KIR disposed of one operating property for a sales price of approximately $1.9 million. This sale resulted
in an aggregate loss of approximately $0.6 million of which the Company’s share was approximately $0.3 million.
During 2007, KIR disposed of three operating properties, in separate transactions, for an aggregate sales price of
approximately $149.3 million. These sales resulted in an aggregate gain of approximately $46.0 million of which the
Company’s share was approximately $20.7 million.
As of December 31, 2008, the KIR portfolio was comprised of 62 shopping center properties aggregating
approximately 13.1 million square feet of GLA located in 18 states.
RioCan Investments
During October 2001, the Company formed a joint venture (the “RioCan Venture”) with RioCan Real Estate
Investment Trust (“RioCan”), in which the Company has a 50% non-controlling interest, to acquire retail properties and
development projects in Canada. The acquisition and development projects are to be sourced and managed by RioCan and
are subject to review and approval by a joint oversight committee consisting of RioCan management and the Company’s
management personnel. Capital contributions will only be required as suitable opportunities arise and are agreed to by
the Company and RioCan.
Additionally, during June 2008, the Company and RioCan entered into a new joint venture (“RioCan Venture
II”) in which the Company holds a 50% non-controlling interest, which acquired 10 operating properties, aggregating
1.1 million square feet of GLA, for an aggregate purchase price of approximately $153.4 million, including the assumption
of approximately $81.1 million in non-recourse mortgage debt.
As of December 31, 2008, the RioCan Ventures were comprised of 45 operating properties and one joint venture
investment consisting of approximately 9.3 million square feet of GLA.
Kimco / G.E. Joint Venture (“KROP”)
During 2001, the Company formed a joint venture (the “Kimco Retail Opportunity Portfolio” or “KROP”) with GE
Capital Real Estate (“GECRE”), in which the Company has a 20% non-controlling interest and manages the portfolio.
During August 2006, the Company and GECRE agreed to market for sale the properties within the KROP venture.
During 2008, KROP transferred an operating property to the Company for a sales price of approximately
$65.5 million, including the assumption of approximately $44.0 million in non-recourse mortgage debt. This sale resulted
in a gain of $15.0 million of which the Company’s share was approximately $3.0 million. As a result of this transaction,
the Company has deferred its share of the gain related to its remaining ownership interest in the properties.
During 2007, KROP sold seven operating properties for an aggregate sales price of approximately $162.9 million. These
sales resulted in an aggregate gain of $43.1 million of which the Company’s share was approximately $8.6 million.
During 2007, KROP transferred ten operating properties for an aggregate sales price of approximately $267.8 million,
including approximately $111.6 million of non-recourse mortgage debt, to a new joint venture in which the Company
holds a 15% non-controlling ownership interest. As a result of this transaction, the Company has deferred its share of the
gain related to its remaining ownership interest in the properties. The Company manages this joint venture and accounts
for this investment under the equity method of accounting.
101
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Additionally, during 2007, KROP sold four operating properties to the Company for an aggregate sales price of
approximately $89.1 million, including the assumption of $41.9 million in non-recourse mortgage debt. The Company’s
share of the gains related to these transactions has been deferred.
Additionally during 2006, KROP obtained a one-year $15.0 million unsecured term loan, which bore interest at
LIBOR plus 0.5%. This loan is guaranteed by the Company and GECRE has guaranteed reimbursement to the Company
of 80% of any guaranty payment the Company is obligated to make. During 2007, this loan was fully paid off.
As of December 31, 2008, the KROP portfolio was comprised of three operating properties aggregating approximately
0.3 million square feet of GLA located in two states.
The Company’s equity in income from KROP for the year ended December 31, 2007, exceeded 10% of the Company’s
income from continuing operations, as such the Company is providing summarized financial information for KROP as
follows (in millions):
Assets:
Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities and Members’ Capital:
Mortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Members’ capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2007
2008
$83.5
5.5
$89.0
$68.4
1.4
3.9
15.3
$89.0
$137.4
4.5
$141.9
$113.4
3.8
3.9
20.8
$141.9
Revenues from rental property . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income/(loss) from continuing operations . . . . . . . . . .
Discontinued Operations:
Income/(loss) from discontinued operations . . . . . . . .
Gain on dispositions of properties . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2007
$ 17.1
(4.8)
(7.2)
(5.2)
(0.7)
(17.9)
(0.8)
2006
$ 54.7
(14.5)
(17.9)
(15.8)
(0.6)
(48.8)
5.9
2008
$ 9.4
(3.0)
(3.7)
(3.0)
1.1
(8.6)
0.8
(1.7)
20.5
$ 19.6
3.1
147.8
$150.1
5.4
110.1
$121.4
Kimco/UBS Joint Ventures (“KUBS”)
The Company has joint venture investments with UBS Wealth Management North American Property Fund
Limited (“UBS”), in which the Company has non-controlling interests ranging from 15% to 20%. These joint ventures,
(collectively “KUBS”), were established to acquire high quality retail properties primarily financed through the use of
individual non-recourse mortgages. Capital contributions are only required as suitable opportunities arise and are agreed
to by the Company and UBS. The Company manages the properties.
During 2007, KUBS acquired twelve operating properties for an aggregate purchase price of approximately
$354.3 million, which included approximately $94.6 million of assumed non-recourse debt encumbering eight properties
and $73.5 million of new non-recourse debt encumbering four properties. These mortgage loans have combined maturities
ranging from four to seventeen years and interest rates ranging from 5.29% to 8.39%.
As of December 31, 2008, the KUBS portfolio was comprised of 43 operating properties aggregating approximately
6.2 million square feet of GLA located in 12 states.
102
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
PL Retail
During December 2004, the Company acquired the Price Legacy Corporation through a newly formed joint venture,
PL Retail LLC (“PL Retail”), in which the Company has a 15% non-controlling interest and manages the portfolio.
In connection with this transaction, PL Retail acquired 33 operating properties aggregating approximately 7.6 million
square feet of GLA located in ten states. To partially fund the acquisition, the Company provided PL Retail approximately
$30.6 million of secured mezzanine financing. This interest-only loan bore interest at a fixed rate of 7.5% and was repaid
during 2006.
During 2007, PL Retail sold one operating property for a sales price of $40.1 million which resulted in a gain of
approximately $13.5 million, of which the Company’s share was approximately $2.0 million. Proceeds from this sale were
used to partially pay down the outstanding balance on PL Retail’s revolving credit facility described below.
During 2007, PL Retail obtained two non-recourse mortgage loans for an aggregate total of $84.0 million on a
previously unencumbered property, which bears interest at LIBOR plus 1.15% and 2.55%, respectively. These mortgage
loans are scheduled to mature in May 2010.
Additionally during 2007, PL Retail obtained a non-recourse mortgage loan for $48.9 million on three properties,
which bears interest at 5.95% and is scheduled to mature in September 2012.
During 2005, PL Retail entered into a $39.5 million unsecured revolving credit facility, which bore interest at
LIBOR plus 0.675% and was scheduled to mature in February 2007. During 2008, the loan was extended to February
2009 at a reduced rate of LIBOR plus 0.50%. This facility is guaranteed by the Company and the joint venture partner
has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make. As
of December 31, 2008, there was $35.6 million outstanding under this facility. During February 2009, PL Retail made
a principal payment of $5.6 million and obtained a one-year extension option at LIBOR plus 400 basis points for the
remaining balance of $30.0 million.
As of December 31, 2008, PL Retail consisted of 22 operating properties aggregating approximately 5.6 million
square feet of GLA located in seven states.
Other Real Estate Joint Ventures
The Company and its subsidiaries have investments in and advances to various other real estate joint ventures.
These joint ventures are engaged primarily in the operation and development of shopping centers which are either owned
or held under long-term operating leases.
During 2008, the Company acquired nine operating properties, one leasehold interest and two land parcels through
joint ventures in which the Company has non-controlling interests for an aggregate purchase price of approximately
$62.2 million including the assumption of approximately $20.6 million of non-recourse mortgage debt encumbering two
of the properties. The Company accounts for its investment in these joint ventures under the equity method of accounting.
The Company’s aggregate investment resulting from these transactions was approximately $32.3 million. Details of these
transactions are as follows (in thousands):
Intown Suites (2 extended stay residential
Property Name
Location
Purchase Price
Month
Acquired
Cash
Debt
Total
properties, 299 units) . . . . . . . . . . . . . . . . . . . . . . .
Houston, TX
Chihuahua, Mexico
American Industries (land parcel) . . . . . . . . . . . . . . . .
American Industries . . . . . . . . . . . . . . . . . . . . . . . . . . . Monterrey, Mexico
Little Ferry (leasehold interest) . . . . . . . . . . . . . . . . . .
Tacoma Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
American Industries (land parcel) . . . . . . . . . . . . . . . .
River Point Shopping Center . . . . . . . . . . . . . . . . . . . .
Patio-Portfolio II (4 properties) . . . . . . . . . . . . . . . . . .
Total Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Feb-08
Feb-08
Apr-08
June-08
Little Ferry, NJ
Sept-08
Dartmouth, Canada
Sept-08
San Luis Potosi, Mexico
British Columbia, Canada Nov-08
Nov-08
Santiago, Chile
$ 8,750
1,933
8,700
5,000
8,714
224
4,486
3,810
$41,617
$ — $ 8,750
1,933
8,700
5,000
17,740
224
16,092
3,810
$62,249
—
—
—
9,026
—
11,606
—
$20,632
103
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
In addition, two joint venture investments in which the Company holds a 50% interest in each obtained individual
non-recourse mortgages totaling $77.0 million. These mortgages have interest rates ranging from 6.38% to 6.47% and
maturities ranging from 2018 to 2019. Proceeds from these mortgages were used to retire $36.0 million of mortgage debt
encumbering two properties held by the joint ventures.
During September 2008, a joint venture in which the Company has a non-controlling ownership interest obtained a
$37.0 million mortgage loan, which is jointly and severally guaranteed by the Company and the joint venture partner, with
a commitment of up to $37.0 million of which $26.9 million was outstanding as of December 31, 2008. This loan bears
interest at 6.375% and is scheduled to mature in October 2019.
During October 2008, a joint venture in which the Company has a non-controlling ownership interest entered into
an extension and modification agreement for a $28.0 million term loan. The loan is guaranteed by the Company, with
a commitment of up to $28.0 million of which $28.0 million was outstanding as of December 31, 2008. This loan bears
interest at LIBOR plus 1.65%, or 2.09% at December 31, 2008, and is scheduled to mature in March 2009. The Company
is currently negotiating with lenders regarding extending or refinancing this debt.
During 2007, the Company acquired, in separate transactions, 177 operating properties, through joint ventures in
which the Company has various non-controlling interests. These properties were acquired for an aggregate purchase
price of approximately $1.3 billion, including the assumption of approximately $612.1 million of non-recourse mortgage
debt encumbering 142 of the properties and $177.5 million in proceeds from unsecured credit facilities obtained by two
joint ventures, which are guaranteed by the Company. The joint venture partners have pledged their respective equity
interest for any guarantee payments the Company is obligated to pay. The Company accounts for its investment in these
joint ventures under the equity method of accounting. The Company’s aggregate investment in these joint ventures was
approximately $261.1 million. Details of these transactions are as follows (in thousands):
Property Name
Cypress Towne Center (Phase II) . . . . . . . . . . . . . . .
Perimeter Expo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cranberry Commons (Phase I) . . . . . . . . . . . . . . . . .
Westgate Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sequoia Mall & Tower . . . . . . . . . . . . . . . . . . . . . . . .
Patio (4 Properties) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cranberry Commons (Phase II) . . . . . . . . . . . . . . . . .
550 Adelaide Street East . . . . . . . . . . . . . . . . . . . . . . .
K-Mart Shopping Ctr . . . . . . . . . . . . . . . . . . . . . . . . .
American Industries (2 Properties) . . . . . . . . . . . . . .
Frederick 125th St . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In Town Suites (127 extended stay
Location
Houston, TX
Atlanta, GA
Pittsburgh, PA
Tampa, FL
Visalia, CA
Santiago, Chile
Pittsburgh, PA
Toronto, Ontario
Pompano Beach, FL
Chihuahua, Mexico
New York, NY
Various
residential properties,16,364 units) . . . . . . . . . . .
American Industries (6 Properties) . . . . . . . . . . . . . .
Various, Mexico
1150 Provincial Road . . . . . . . . . . . . . . . . . . . . . . . . . Windsor, Ontario
In Town Suites (9 extended stay
residential properties, 129 units) . . . . . . . . . . . . .
2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
American Industries . . . . . . . . . . . . . . . . . . . . . . . . . .
California Portfolio (3 Properties) . . . . . . . . . . . . . . .
In Town Suites (extended stay
residential property, 129 units) . . . . . . . . . . . . . .
American Industries (9 Properties) . . . . . . . . . . . . . .
Harston Woods (1 Property, 411 residential units) . . .
Willowick (1 Property, 171 residential units). . . . . . .
American Industries . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Various
Various, Mexico
Reynosa, Mexico
Various, CA (6)
Louisville, KY
Various, Mexico
Euless, TX
Houston, TX
Chihuahua, Mexico
Month
Acquired
Jan-07 (1)
Mar-07
Mar-07 (2)
Mar-07 (2)
Apr-07
Apr-07
May-07 (3)
May-07
Jun-07
Jun-07
Jun-07 (4)
Jun-07
Jul-07
Jul-07
Jul-07
Jul-07
Aug-07
Oct-07
Oct-07
Oct-07
Nov-07
Nov-07
Dec-07
Purchase Price
Cash
Debt
Total
$
2,175
62,150
9,961
4,000
29,550
5,374
4,539
9,900
7,800
3,968
5,000
155,800
13,300
11,346
1,156
57,729
3,579
7,900
$
$
4,039
—
18,500
8,100
—
11,148
—
—
—
—
25,000
6,214
62,150
28,461
12,100
29,550
16,522
4,539
9,900
7,800
3,968
30,000
617,607 (5)
—
—
773,407
13,300
11,346
39,744
—
—
31,300
40,900
57,729
3,579
39,200
3,150
44,535
2,300
14,051
5,600
$ 464,863
—
—
9,700
24,500
—
$ 789,638
3,150
44,535
12,000
38,551
5,600
$ 1,254,501
104
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(1) This property was transferred from KDI.
(2) These properties were transferred from ventures in which the Company had preferred equity investments.
(3) This property was transferred from the Company.
(4) This property was purchased for redevelopment purposes.
(5)
Includes approximately $278.6 million of assumed cross-collateralized non-recourse mortgage debt with interest
rates ranging from 5.19% to 5.89%, encumbering 86 properties, $186.0 million of new cross-collateralized non-
recourse mortgage debt with an interest rate of 5.59%, encumbering 35 properties and a $153.0 million three-year
unsecured credit facility, which bears interest at LIBOR plus 0.325% (5.55% as of December 31, 2007), and is
guaranteed by the Company. The joint venture partner has pledged its equity interest for any guaranty payment the
Company is obligated to pay.
(6) Three properties acquired located in Pleasanton, CA, Laguna Hills, CA and San Diego, CA.
During 2007, the Company transferred in separate transactions, 50% of its 100% interest in seven projects located
in Juarez, Tecamac, Mexicali, Cuaulta, Ciudad Del Carmen, Tijuana and Rosarito, Mexico to a joint venture partner for
approximately $48.3 million, which approximated their carrying values. As a result of these transactions, the Company
has deconsolidated these entities and now accounts for its investments under the equity method of accounting.
During 2007, joint ventures in which the Company has non-controlling interests disposed of, in separate transactions,
(i) seven properties for an aggregate sales price of approximately $467.3 million resulting in an aggregate gain of
approximately $42.7 million, of which the Company’s share was approximately $24.9 million and (ii) two vacant parcels
of land for an aggregate sales price of $6.7 million, which resulted in no gain or loss.
Summarized financial information for these real estate joint ventures (excluding KROP, which is presented separately
above) is as follows (in millions):
Assets:
Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities and Partners’/Members’ Capital:
Mortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minority interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Partners’/Members’ capital. . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31,
2008
2007
$ 12,559.8
727.9
$ 13,287.7
$ 12,176.0
1,317.5
$ 13,493.5
$ 7,892.3
872.7
118.0
302.2
116.9
3,985.6
$ 13,287.7
$ 7,901.1
917.6
39.8
278.6
101.3
4,255.1
$ 13,493.5
Revenues from rental property . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . .
Discontinued Operations:
Income/(loss) from discontinued operations . . . . . . . .
Gain on dispositions of properties. . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
Year Ended December 31,
2008
$ 1,645.8
(562.7)
(514.7)
(450.6)
(96.0)
(1,624.0)
21.8
2007
$ 1,452.2
(435.4)
(497.9)
(383.8)
(18.8)
(1,335.9)
116.3
(0.7)
13.4
34.5
2.6
164.5
283.4
$
$
2006
$ 936.3
(268.9)
(299.2)
(204.8)
(12.7)
(785.6)
150.7
5.6
24.6
$ 180.9
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with
certain real estate joint ventures totaling approximately $9.7 million and $16.9 million at December 31, 2008 and 2007,
respectively. The Company and its subsidiaries have varying equity interests in these real estate joint ventures, which may
differ from their proportionate share of net income or loss recognized in accordance with GAAP.
The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited
to its carrying value in these investments. Generally such investments contain operating properties and the Company has
determined these entities do not contain the characteristics of a VIE. As of December 31, 2008 and 2007, the Company’s
carrying value in these investments approximated $1.2 billion.
8. OTHER REAL ESTATE INVESTMENTS:
Preferred Equity Capital
The Company maintains a Preferred Equity program, which provides capital to developers and owners of real estate
properties. During 2008, the Company provided, in separate transactions, an aggregate of approximately $51.9 million
in investment capital to developers and owners of 28 real estate properties. During 2007, the Company provided, in
separate transactions, an aggregate of approximately $103.6 million in investment capital to developers and owners of 61
real estate properties. As of December 31, 2008, the Company’s net investment under the Preferred Equity program was
approximately $534.0 million relating to 633 properties including 402 net lease properties described below. For the years
ended December 31, 2008, 2007 and 2006, the Company earned approximately $66.8 million, including $24.6 million
of profit participation earned from 10 capital transactions, $67.1 million, including $30.5 million of profit participation
earned from 18 capital transactions, and $40.1 million, including $12.2 million of profit participation earned from 16
capital transactions, respectively, from these investments.
Included in the capital transactions described above for the year ended December 31, 2008, was the sale of the
Company’s preferred equity investment in an operating property to its partner for approximately $29.5 million. The
Company provided seller financing to the partner for approximately CAD $24.0 million (approximately USD $23.5 million),
which bears interest at a rate of 8.5% per annum and has a maturity date of June 2013. The Company evaluated this
transaction pursuant to the provisions of EITF 98-8, “Accounting for Transfers of Investments That are in Substance Real
Estate” and FAS 66 and, accordingly, recognized profit participation of approximately $10.8 million.
Two of the capital transactions described above for the year ended December 31, 2007, were the result of the transfer
of two operating properties, in separate transactions, to a joint venture in which the Company holds a 15% non-controlling
interest for an aggregate price of approximately $40.6 million, including the assumption of approximately $26.6 million
in non-recourse debt. These sales resulted in an aggregate profit participation of approximately $1.4 million.
Also, included in the capital transactions described above for the year ended December 31, 2007, was the transfer of
an operating property to the Company for approximately $4.5 million, including the assumption of $3.1 million in non-
recourse mortgage debt. As a result of the Company’s acquisition of this property, the Company did not recognize any
profit participation.
Additionally, during 2007, the Company invested approximately $81.7 million of preferred equity capital in a
portfolio comprised of 403 net leased properties which are divided into 30 master leased pools with each pool leased
to individual corporate operators. These properties consist of a diverse array of free-standing restaurants, fast food
restaurants, convenience and auto parts stores. The entity was deemed to be a VIE based on the fact that certain non-
equity holders have the right to receive expected residual returns from this entity. The Company determined that it
was not the primary beneficiary of the VIE based on the fact that the Company is in a preferred position and would
not absorb a majority of expected losses, nor would receive a majority of the entities expected residual returns. As of
December 31, 2008, these properties were encumbered by third party loans aggregating approximately $428.8 million
with interest rates ranging from 5.08% to 10.47% with a weighted average interest rate of 9.3% and maturities ranging
from 0.4 years to 14.2 years. The Company’s investment in this VIE as of December 31, 2008 was $96.7 million. The
Company has not provided financial support to the VIE that it was not previously contractually required to provide.
106
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Summarized financial information relating to the Company’s preferred equity investments is as follows
(in millions):
Assets:
Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities and Partners’/Members’ Capital:
Notes and mortgages payable. . . . . . . . . . . . . . . .
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .
Partners’/Members’ capital. . . . . . . . . . . . . . . . . .
December 31,
2008
2007
$ 2,012.3
791.3
$ 2,803.6
$ 2,223.3
701.3
$ 2,924.6
$ 2,089.3
65.3
649.0
$ 2,803.6
$ 2,157.7
86.2
680.7
$ 2,924.6
Revenues from Rental Property . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of properties . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2007
$ 266.3
(87.5)
(111.1)
(60.3)
(1.1)
6.3
90.5
$ 96.8
2008
$ 313.3
(100.1)
(127.5)
(63.7)
5.8
27.8
8.5
$ 36.3
2006
$177.6
(58.6)
(61.6)
(34.2)
(4.4)
18.8
49.4
$ 68.2
In addition to the net leased portfolio VIE discussed above, the Company’s preferred equity investments include
five additional investments that are VIE’s for which the Company is not the primary beneficiary. These joint ventures
were primarily established to develop real estate property for long-term investment. These entities were deemed VIE’s
primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities
without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance
the real estate construction as development costs are funded by the partners throughout the construction period. The
Company determined that it was not the primary beneficiary of these VIE’s based on the fact that the Company is in
a preferred position and would not absorb a majority of expected losses, nor would it receive a majority of the entity’s
expected residual returns.
The Company’s aggregate investment in these VIE’s was approximately $14.0 million as of December 31, 2008,
which is included in Other real estate investments in the Company’s Consolidated Balance Sheets. The Company’s
maximum exposure to loss as a result of its involvement with these VIE’s is estimated to be $26.2 million, which primarily
represents the Company’s current investment and estimated future funding commitments. Three of these entities are
encumbered by third party debt aggregating $31.7 million. The Company has not provided financial support to the VIE
that it was not previously contractually required to provide. All future costs of development will be funded with capital
contributions from the Company and the outside partners in accordance with their respective ownership percentages.
The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to
its invested capital. As of December 31, 2008 and 2007, the Company’s invested capital in its preferred equity investments
approximated $534.0 million and $569.8 million, respectively.
Other
Additionally, during 2008, the Company sold its 18.7% interest in a real estate company located in Mexico for
approximately $23.2 million resulting in a gain of approximately $7.2 million.
107
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Investment in Retail Store Leases
The Company has interests in various retail store leases relating to the anchor store premises in neighborhood and
community shopping centers. These premises have been sublet to retailers who lease the stores pursuant to net lease
agreements. Income from the investment in these retail store leases during the years ended December 31, 2008, 2007
and 2006, was approximately $2.7 million, $1.2 million and $1.3 million, respectively. These amounts represent sublease
revenues during the years ended December 31, 2008, 2007 and 2006, of approximately $7.1 million, $7.7 million and $8.2
million, respectively, less related expenses of $4.4 million, $5.1 million and $5.7 million, respectively, and an amount
which, in management’s estimate, reasonably provides for the recovery of the investment over a period representing
the expected remaining term of the retail store leases. The Company’s future minimum revenues under the terms of all
non-cancelable tenant subleases and future minimum obligations through the remaining terms of its retail store leases,
assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2009,
$5.6 and $3.8; 2010, $5.4 and $3.7; 2011, $4.5 and $3.1; 2012, $2.3 and $2.1; 2013, $1.0 and $1.3 and thereafter, $1.4 and
$0.5, respectively.
Leveraged Lease
During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30
properties. The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with
the lessee having certain renewal option rights. The Company’s cash equity investment was approximately $4.0 million.
This equity investment is reported as a net investment in leveraged lease in accordance with SFAS No. 13, Accounting
for Leases (as amended).
From 2002 to 2007, 18 of these properties were sold, whereby the proceeds from the sales were used to pay down
the mortgage debt by approximately $31.2 million.
As of December 31, 2008, the remaining 12 properties were encumbered by third-party non-recourse debt of
approximately $42.8 million that is scheduled to fully amortize during the primary term of the lease from a portion of the
periodic net rents receivable under the net lease.
As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest
payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the
lease. Accordingly, this obligation has been offset against the related net rental receivable under the lease.
At December 31, 2008 and 2007, the Company’s net investment in the leveraged lease consisted of the following
(in millions):
Remaining net rentals . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated unguaranteed residual value . . . . . . . . . . .
Non-recourse mortgage debt . . . . . . . . . . . . . . . . . . .
Unearned and deferred income . . . . . . . . . . . . . . . . .
Net investment in leveraged lease . . . . . . . . . . . . . . .
2008
$ 53.8
31.7
(38.5)
(43.0)
$ 4.0
2007
$ 55.0
36.0
(43.9)
(43.3)
$ 3.8
9. MORTGAGES AND OTHER FINANCING RECEIVABLES:
The Company has various mortgages and other financing receivables which consist of loans acquired and loans
originated by the Company. For a complete listing of the Company’s mortgages and other financing receivables at
December 31, 2008, see Financial Statement Schedule IV included on page 141 of this annual report on Form 10-K.
Reconciliation of Mortgage loans and other financing receivables on Real Estate:
108
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The following table reconciles Mortgage loans and other financing receivables on Real Estate from January 1, 2006
to December 31, 2008:
Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . .
2008
$153,847
2007
$ 162,669
2006
$132,675
Additions:
New mortgage loan . . . . . . . . . . . . . . . . . . . . . . .
Additions under existing mortgage loans. . . . . . .
Capitalized loan costs. . . . . . . . . . . . . . . . . . . . . .
Amortization of discount . . . . . . . . . . . . . . . . . . .
86,247
8,268
605
247
62,362
38,122
675
271
104,892
54,815
1,305
673
Deductions:
Collections of principal . . . . . . . . . . . . . . . . . . . .
Charge Off/Foreign currency translation . . . . . . .
Amortization of premium. . . . . . . . . . . . . . . . . . .
Amortization of loan costs . . . . . . . . . . . . . . . . . .
Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . .
(48,633)
(15,630)
(2,279)
(680)
$181,992
(105,277)
(1,837)
(2,298)
(840)
$ 153,847
(97,501)
(609)
(33,003)
(578)
$162,669
10. MARKETABLE SECURITIES:
The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2008
and 2007, are as follows (in thousands):
December 31, 2008
Gross
Unrealized
Losses
Gross
Unrealized
Gains
Amortized
Cost
Estimated
Fair Value
Available-for-sale:
Equity and debt securities . . . . . . . . . . . . . . . . . .
$220,560
$ 122
$ (60,518)
$ 160,164
Held-to-maturity:
Other debt securities. . . . . . . . . . . . . . . . . . . . . . .
Total marketable securities
98,010
$318,570
2,177
$ 2,299
(41,565)
$ (102,083)
58,622
$ 218,786
December 31, 2007
Gross
Unrealized
Losses
Gross
Unrealized
Gains
Amortized
Cost
Estimated
Fair Value
Available-for-sale:
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . .
$114,896
$ 24,846
$(13,706)
$ 126,036
Held-to-maturity:
Other debt securities. . . . . . . . . . . . . . . . . . . . . . .
Total marketable securities . . . . . . . . . . . . . . . . . . . . .
86,952
$201,848
3,747
$ 28,593
(4,284)
$(17,990)
86,415
$ 212,451
During February 2008, the Company acquired an aggregate $190 million Australian denominated (“AUD”)
(approximately $170.1 million USD) convertible notes issued by a subsidiary of Valad Property Group (“Valad”), a
publicly traded Australian company listed on the Australian stock exchange that is a diversified, property fund manager,
investor, developer and property investment banker with property investments in Australia, Europe and Asia. The notes
are guaranteed by Valad and bear interest at 9.5% payable semi-annually in arrears. The notes are repayable after five
years with an option for Valad to extend up to 18 months, subject to certain interest rate and conversion price resets. The
notes are convertible any time into publicly traded Valad securities at a price of AUD$1.33.
In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”),
the Company has bifurcated the conversion option within the Valad convertible notes and will separately account for
this option as an embedded derivative. The original host instrument is classified as an available-for-sale security at fair
109
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
value and is included in Marketable securities on the Company’s Consolidated Balance Sheets with changes in the fair
value recorded through Stockholders’ equity as a component of other comprehensive income. At December 31, 2008, the
Company had an unrealized loss associated with these notes of approximately $46.0 million. Interest payments on the
notes are current and all amounts due in accordance with contractual terms are considered probable by the Company. The
Company has the intent and ability to hold the notes to recover its investment, which may be to its maturity and therefore,
does not believe that the decline in value at December 31, 2008, is other-than-temporary. The embedded derivative is
recorded at fair value and is included in Other assets on the Company’s Consolidated Balance Sheets with changes
in fair value recognized in the Company’s Consolidated Statements of Income. The value attributed to the embedded
convertible option was approximately AUD $14.3 million, (approximately USD $13.8 million). As a result of the fair
value remeasurement of this derivative instrument during 2008, there was an AUD $5.5 million (approximately USD
$5.9 million) unrealized decrease in the fair value of the convertible option. This unrealized decrease is included in Other
expense, net on the Company’s Consolidated Statements of Income.
For each of the securities in the Company’s portfolio with unrealized losses, the Company reviews the underlying
cause of the decline in value and the estimated recovery period, as well as the severity and duration of the decline. In the
Company’s evaluation, the Company considers its ability and intent to hold these investments for a reasonable period of
time sufficient for the Company to recover its cost basis.
During 2008, the Company recorded non-cash impairment charges of approximately $92.7 million, net of
approximately $25.7 million of income tax benefit, due to the decline in value of certain marketable equity and other
investments that were deemed to be other-than-temporary. Of the $92.7 million approximately $83.1 million of these
impairment charges were taken at the end of the fourth quarter of 2008 resulting from the unprecedented deterioration
of the equity markets during the fourth quarter and the uncertainty of their future recoverability. Market value for these
equity securities represents the closing price of each security as it appears on their respective stock exchange at the end
of the period. Details of these impairment charges are as follows (in thousands):
Valad, net of income tax benefit of $18,172 . . . . . . . . . . . . . . . . . . . . . .
InnVest Real Estate Investment Trust . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost method investments, net of income tax benefit of $7,072 . . . . . . .
Sears Holdings Corporation, net of income tax benefit of $190 . . . . . .
Lexington Realty Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Winthrop Realty Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net of income tax benefit of $262 . . . . . . . . . . . . . . . . . . . . . . . .
For the year ended
December 31, 2008
$27,258
24,164
10,609
8,601
7,526
5,440
9,120
$92,718
At December 31, 2008, the Company’s investment in marketable securities was approximately $258.2 million,
which includes an aggregate unrealized loss of approximately $60.5 million related to marketable equity and debt
securities investments. At December 31, 2008, marketable equity securities with unrealized loss positions for (i) less than
twelve months had an aggregate unrealized loss of approximately $12.0 million and (ii) more than twelve months had an
aggregate unrealized loss of approximately $2.5 million. The Company does not believe that the declines in value of any
of its remaining securities with unrealized losses are other-than-temporary at December 31, 2008.
During 2008, the Company received approximately $50.3 million in proceeds from the sale of certain marketable
securities. The Company recognized gross realizable gains of approximately $15.9 million and gross realizable losses of
approximately $1.9 million from its marketable securities during 2008.
The Company will continue to assess declines in value of its marketable securities on an on going basis. Based on
these assessments, the Company may determine that a decline in value for one or more of its investments may be other-
than-temporary and would therefore write-down its cost basis accordingly.
110
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
As of December 31, 2008, the contractual maturities of Other debt securities classified as held-to-maturity are as
follows: within one year, $ 6.1 million; after one year through five years, $65.6 million; after five years through 10 years,
$ 10.8 million; and after 10 years, $ 15.5 million. Actual maturities may differ from contractual maturities as issuers may
have the right to prepay debt obligations with or without prepayment penalties.
11. NOTES PAYABLE:
Medium Term Notes
The Company has implemented a medium-term notes (“MTN”) program pursuant to which it may, from time to
time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity
requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing
the Company’s debt maturities.
During the year ended December 31, 2008, the Company repaid its $100.0 million 3.95% medium term notes, which
matured on August 5, 2008 and its $25.0 million 7.2% senior notes, which matured on September 15, 2008.
During the year ended December 31, 2007, the Company repaid the following Senior Unsecured Notes: (i) its
$30.0 million 7.46% fixed rate notes, which matured on May 20, 2007, (ii) its $55.0 million 5.75% fixed rate notes,
which matured on June 29, 2007, (iii) its $20.0 million 6.96% fixed rate notes, which matured on July 16, 2007, (iv) its
$50.0 million 7.86% fixed rate notes, which matured on November 1, 2007, (v) its $50.0 million 7.90% fixed rate notes,
which matured on December 7,2007 and (vi) its $10.0 million 6.70% fixed rate notes, which matured on December 14,
2007. Additionally, the Company repaid its $35.0 million 4.96% fixed rate Senior Unsecured Notes, which matured on
November 30, 2007.
As of December 31, 2008, a total principal amount of approximately $1.2 billion in senior fixed-rate MTNs was
outstanding. These fixed-rate notes had maturities ranging from five months to seven years as of December 31, 2008,
and bear interest at rates ranging from 4.62% to 7.56%. Interest on these fixed-rate senior unsecured notes is payable
semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of neighborhood and
community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment
of certain debt obligations of the Company.
As of December 31, 2007, a total principal amount of approximately $1.3 billion in senior fixed-rate MTNs was
outstanding. These fixed-rate notes had maturities ranging from seven months to eight years as of December 31, 2007,
and bear interest at rates ranging from 3.95% to 7.56%. Interest on these fixed-rate senior unsecured notes is payable
semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of neighborhood and
community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment
of certain debt obligations of the Company.
Senior Unsecured Notes
During April 2007, the Company issued $300.0 million of ten-year Senior Unsecured Notes at an interest rate of
5.70% per annum payable semi-annually in arrears. These notes were sold at 99.984% of par value. Net proceeds from the
issuance were approximately $297.8 million, after related transaction costs of approximately $2.2 million. The proceeds
from this issuance were primarily used to repay a portion of the outstanding balance under the Company’s U.S. Credit
Facility and for general corporate purposes.
As of December 31, 2008, the Company had a total principal amount of $1.2 billion in fixed-rate unsecured senior
notes. These fixed-rate notes had maturities ranging from one month to eight years as of December 31, 2008, and bear
interest at rates ranging from 4.70% to 7.95%. Interest on these fixed-rate senior unsecured notes is payable semi-annually
in arrears.
As of December 31, 2007, the Company had a total principal amount of $1.2 billion in fixed-rate unsecured senior
notes. These fixed-rate notes had maturities ranging from nine months to nine years as of December 31, 2007, and bear
interest at rates ranging from 4.70% to 7.95%. Interest on these fixed-rate senior unsecured notes is payable semi-annually
in arrears.
111
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The scheduled maturities of all unsecured notes payable as of December 31, 2008, were approximately as follows (in
millions): 2009, $186.1; 2010, $208.0; 2011, $1,064.9; 2012, $217.0; 2013, $513.9; and thereafter, $1,250.9.
During April 2007, the Company entered into a fourth supplemental indenture, under the indenture governing its
Medium Term Notes and Senior notes, which removed the financial covenants of future offerings under this indenture.
In accordance with the terms of the Indenture, as amended, pursuant to which the Company’s senior unsecured
notes, except for the $300.0 million issued under the fourth supplemental indenture, described above, have been issued,
the Company is subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and
secured debt, minimum debt service coverage ratios and minimum equity levels, (b) certain debt service ratios, (c) certain
asset to debt ratios and (d) restricted from paying dividends in amounts that exceed by more than $26.0 million the funds
from operations, as defined, generated through the end of the calendar quarter most recently completed prior to the
declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain
the Company’s qualification as a REIT providing the Company is in compliance with its total leverage limitations.
Credit Facilities
During October 2007, the Company established a new $1.5 billion unsecured U.S. revolving credit facility (the
“U.S. Credit Facility”) with a group of banks, which is scheduled to expire in October 2011, with a one-year extension
option. This credit facility, which replaced the Company’s $850.0 million unsecured U.S. revolving facility which was
scheduled to expire in July 2008, has made available funds to finance general corporate purposes, including (i) property
acquisitions, (ii) investments in the Company’s institutional management programs, (iii) development and redevelopment
costs, and (iv) any short-term working capital requirements. Interest on borrowings under the U.S. Credit Facility accrues
at LIBOR plus 0.425% and fluctuates in accordance with changes in the Company’s senior debt ratings. As part of this
U.S. Credit Facility, the Company has a competitive bid option whereby the Company may auction up to $750.0 million
of its requested borrowings to the bank group. This competitive bid option provides the Company the opportunity to
obtain pricing below the currently stated spread. A facility fee of 0.15% per annum is payable quarterly in arrears. As part
of the U.S. Credit Facility, the Company has a $200.0 million sub-limit which provides it the opportunity to borrow in
alternative currencies such as Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the U.S. Credit Facility,
the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on
both unsecured and secured debt, and (ii) minimum interest and fixed coverage ratios. As of December 31, 2008, there
was $675.0 million outstanding and $23.5 million letter of credit appropriations under this credit facility.
During August 2007, the Company obtained a $200.0 million unsecured term loan that bore interest at LIBOR plus
0.325%. The term loan was scheduled to mature on December 14, 2007. The Company utilized these proceeds to partially
repay the outstanding balance on the Company’s U.S. revolving credit facility. The term loan was fully repaid in October
2007.
The Company also has a three-year CAD $250.0 million unsecured credit facility with a group of banks. This facility
bore interest at the CDOR Rate, as defined, plus 0.45%, and was scheduled to expire in March 2008. During October
2007, the facility was amended to modify the covenant package to conform to the Company’s U.S. Credit Facility. The
facility was further amended in January 2008, to extend the maturity date to 2011, with an additional one-year extension
option, at a reduced rate of CDOR plus 0.425%, subject to change in accordance with the Company’s senior debt ratings.
This facility also permits U.S. dollar borrowings. Proceeds from this facility are used for general corporate purposes,
including the funding of Canadian denominated investments. As of December 31, 2008, the outstanding balance under
this facility was approximately CAD $40.0 million (approximately USD $32.7 million).
The Company had a three-year MXP 500.0 million unsecured revolving credit facility which bore interest at the
TIIE Rate, as defined therein, plus 1.00%, subject to change in accordance with the Company’s senior debt ratings, and
was scheduled to mature in May 2008. During March 2008, the Company obtained a MXP 1.0 billion term loan, which
bears interest at a rate of 8.58%, subject to change in accordance with the Company’s senior debt ratings, and is scheduled
to mature in March 2013. The Company utilized proceeds from this term loan to fully repay the outstanding balance of
the MXP 500.0 million unsecured revolving credit facility, which had been terminated. Remaining proceeds from this
term loan were used for funding MXP denominated investments. As of December 31, 2008, the outstanding balance on
this term loan was MXP 1.0 billion (approximately USD $73.9 million).
112
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
12. MORTGAGES PAYABLE:
During 2008, the Company (i) obtained an aggregate of approximately $16.7 million of non-recourse mortgage
debt on three operating properties, (ii) assumed approximately $101.1 million of individual non-recourse mortgage debt
relating to the acquisition of five operating properties, including approximately $0.8 million of fair value debt adjustments
and (iii) paid off approximately $73.4 million of individual non-recourse mortgage debt that encumbered 11 operating
properties.
During 2007, the Company (i) obtained an aggregate of approximately $285.8 million of individual non-recourse
mortgage debt on 12 operating properties, (ii) assumed approximately $83.7 million of individual non-recourse mortgage
debt relating to the acquisition of eight operating properties, including approximately $2.5 million of fair value debt
adjustments, (iii) obtained approximately $3.2 million of additional funding on three previously encumbered properties
and (iv) paid off approximately $81.6 million of individual non-recourse mortgage debt that encumbered 11 operating
properties.
Mortgages payable, collateralized by certain shopping center properties and related tenants’ leases, are generally
due in monthly installments of principal and/or interest which mature at various dates through 2035. Interest rates range
from approximately 3.70% to 10.50% (weighted-average interest rate of 4.73% as of December 31, 2008). The scheduled
principal payments of all mortgages payable, excluding unamortized fair value debt adjustments of approximately $6.8
million, as of December 31, 2008, were approximately as follows (in millions): 2009, $204.5; 2010, $69.1; 2011, $55.1;
2012, $76.8; 2013, $87.5; and thereafter, $369.6.
13. CONSTRUCTION LOANS PAYABLE:
During 2008, the Company obtained construction financing on three merchant building projects with total loan
commitment amounts up to $35.4 million, of which $8.7 million was outstanding as of December 31, 2008. As of December
31, 2008, total loan commitments on the Company’s 16 outstanding construction loans aggregated approximately $364.2
million of which approximately $268.3 million has been funded. These loans have scheduled maturities ranging from two
months to 42 months (excluding any extension options which may be available to the Company) and bear interest at rates
ranging from 1.81% to 3.19% at December 31, 2008. These construction loans are collateralized by the respective projects
and associated tenants’ leases. The scheduled maturities of all construction loans payable as of December 31, 2008, were
approximately as follows (in millions): 2009, $194.0, 2010, $70.0, 2011, $0 and 2012, $4.3.
During 2007, the Company obtained construction financing on five merchant building projects and assumed one
loan associated with a separate project for an aggregate original loan commitment amount of up to $187.1 million, of
which approximately $80.9 million was outstanding at December 31, 2007. As of December 31, 2007, the Company had a
total of 15 construction loans with total commitments of up to $360.3 million, of which $245.9 million had been funded.
These loans have scheduled maturities ranging from one month to 33 months (excluding any extension options which
may be available to the Company) and bear interest at rates ranging from 6.60% to 7.48% at December 31, 2007. These
construction loans are collateralized by the respective projects and associated tenants’ leases. The scheduled maturities of
all construction loans payable as of December 31, 2007, were approximately as follows (in millions): 2008, $143.9, 2009,
$66.1 and 2010, $35.9.
14. MINORITY INTERESTS:
Minority interests represent the portion of equity that the Company does not own in those entities it consolidates as
a result of having a controlling interest or determined that the Company was the primary beneficiary of a variable interest
entity in accordance with the provisions and guidance of FIN 46(R).
During 2006 the Company acquired seven shopping center properties located throughout Puerto Rico. The
properties were acquired through the issuance of approximately $158.6 million of non-convertible units, approximately
$45.8 million of convertible units, the assumption of approximately $131.2 million of non-recourse debt and $116.3 million
in cash. Minority interests related to these acquisitions was approximately $233.0 million of units, including premiums
of approximately $13.5 million and a fair market value adjustment of approximately $15.1 million (the “Units”). The
Company is restricted from disposing of these assets, other than through a tax free transaction until November 2015.
113
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The Units consisted of (i) approximately 81.8 million Preferred A Units par value $1.00 per unit, which pay the
holder a return of 7.0% per annum on the Preferred A Par Value and are redeemable for cash by the holder at any time after
one year or callable by the Company any time after six months and contain a promote feature based upon an increase in
net operating income of the properties capped at a 10.0% increase, (ii) 2,000 Class A Preferred Units, par value $10,000
per unit, which pay the holder a return equal to LIBOR plus 2.0% per annum on the Class A Preferred Par Value and
are redeemable for cash by the holder at any time after November 30, 2010, (iii) 2,627 Class B-1 Preferred Units, par
value $10,000 per unit, which pay the holder a return equal to 7.0% per annum on the Class B-1 Preferred Par Value and
are redeemable by the holder at any time after November 30, 2010, for cash or at the Company’s option, shares of the
Company’s common stock, equal to the Cash Redemption Amount, as defined, (iv) 5,673 Class B-2 Preferred Units, par
value $10,000 per unit, which pay the holder a return equal to 7.0% per annum on the Class B-2 Preferred par value and
are redeemable for cash by the holder at any time after November 30, 2010, and (v) 640,001 Class C DownReit Units,
valued at an issuance price of $30.52 per unit which pay the holder a return at a rate equal to the Company’s common
stock dividend and are redeemable by the holder at any time after November 30, 2010, for cash or at the Company’s option,
shares of the Company’s common stock equal to the Class C Cash Amount, as defined.
During 2008, 4,462 units, or $44.6 million, of the Class B-2 Preferred Units were redeemed and 806 units, or $8.1
million, of the Class A Preferred Units were redeemed under the Loan provision of the Agreement. Additionally, 2.2
million, or $2.2 million, of the Preferred A Units were redeemed for cash. Minority interest relating to the units was
$129.8 million and $187.6 million as of December 31, 2008 and 2007, respectively.
During 2007, 2,438 units, or $24.4 million, of the Class B-1 Preferred Units were redeemed and 61,804 units, or
$1.9 million, of the Class C DownREIT Units were redeemed under the Loan provision of the Agreement. The Company
opted to settle these units in cash not stock. Additionally, 300 units, or $3.0 million, of the Class B-2 Preferred Units were
redeemed through transfer to a charitable organization, as permitted under the provisions of the Agreement.
During 2006, the Company acquired two shopping center properties located in Bay Shore and Centereach, NY during
2006. Included in Minority interests are approximately $41.6 million, including a discount of $0.3 million and a fair market
value adjustment of $3.8 million, in redeemable units (the “Redeemable Units”), issued by the Company. The properties
were acquired through the issuance of $24.2 million of Redeemable Units, which are redeemable at the option of the holder;
approximately $14.0 million of fixed rate Redeemable Units and the assumption of approximately $23.4 million of non-
recourse debt. The Redeemable Units consist of (i) 13,963 Class A Units, par value $1,000 per unit, which pay the holder a
return of 5% per annum of the Class A par value and are redeemable for cash by the holder at any time after April 3, 2011,
or callable by the Company any time after April 3, 2016, and (ii) 647,758 Class B Units, valued at an issuance price of $37.24
per unit, which pay the holder a return at a rate equal to the Company’s common stock dividend and are redeemable by the
holder at any time after April 3, 2007, for cash or at the option of the Company for Common Stock at a ratio of 1:1, or callable
by the Company any time after April 3, 2026. The Company is restricted from disposing of these assets, other than through
a tax free transaction, until April 2016 and April 2026 for the Centereach, NY, and Bay Shore, NY, assets, respectively.
During 2007, 30,000 units, or $1.1 million par value, of the Class B Units were redeemed by the holder in cash at
the option of the Company. Minority interest relating to the units was $40.5 million and $40.4 million as of December 31,
2008 and 2007, respectively.
Minority interests also includes 138,015 convertible units issued during 2006, by the Company, which are valued at
approximately $5.3 million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an
office building located in Albany, NY. These units are redeemable at the option of the holder after one year for cash or at
the option of the Company for the Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal
to the dividend rate of the Company’s common stock. The Company is restricted from disposing of these assets, other
than through a tax free transaction, until January 2017.
Minority interest had also included approximately 4.8 million convertible units (the “Convertible Units”) issued by the
Company valued at $80.0 million related to an interest acquired in a shopping center property located in Daly City, CA, in
2002. The Convertible Units were convertible at a ratio of 1:1 into Common Stock and were entitled to a distribution equal
to the dividend rate of the Company’s common stock multiplied by 1.1057. During 2008, all of these Convertible Units were
redeemed. The Company elected to redeem these Convertible Units, at a ratio of one for one, for an aggregate of 4.8 million
shares of Common Stock, of which 1.0 million shares were valued at $17.26 per share and 3.8 million shares were valued at
$15.02 per share. As of December 31, 2008, there is no minority interest relating to these units.
114
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
15. FAIR VALUE DISCLOSURE OF FINANCIAL INSTRUMENTS:
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at
amounts which, in management’s estimation based upon an interpretation of available market information and valuation
methodologies, reasonably approximate their fair values except those listed below, for which fair values are reflected.
The valuation method used to estimate fair value for fixed-rate and variable-rate debt and minority interests relating
to mandatorily redeemable non-controlling interests associated with finite-lived subsidiaries of the Company is based
on discounted cash flow analyses, with assumptions that include credit spreads, loan amounts and debt maturities. The
fair values for marketable securities are based on published or securities dealers’ estimated market values. Such fair
value estimates are not necessarily indicative of the amounts that would be realized upon disposition. The following are
financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in thousands):
Marketable Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgages Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mandatorily Redeemable Minority Interests
December 31,
2008
2007
Carrying
Amounts
$ 318,570
$ 3,440,819
$ 847,491
$ 268,337
Estimated
Fair Value
$ 218,786
$ 2,766,187
$ 838,503
$ 262,485
Carrying
Amounts
$ 201,848
$ 3,131,765
$ 838,738
$ 245,914
Estimated
Fair Value
$ 212,451
$ 3,095,004
$ 824,609
$ 245,914
(termination dates ranging from 2019 – 2027) . . . . . . . .
$
2,895
$
5,444
$
3,070
$
6,521
On January 1, 2008, the Company adopted the provisions required by SFAS No. 157 relating to financial assets and
liabilities. SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures
about fair value measurements. SFAS No. 157 applies to reported balances that are required or permitted to be measured
at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value
measurements of reported balances.
SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement.
Therefore, a fair value measurement should be determined based on the assumptions that market participants would use
in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements,
SFAS No. 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on
market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels
1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable
inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company
has the ability to access.
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly or indirectly, such as interest rates, foreign exchange rates and yield curves that are observable at commonly
quoted intervals.
Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own
assumptions, as there is minimal, if any, related market activity.
In instances where the determination of the fair value measurement is based on inputs from different levels of the
fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on
the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the
significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors
specific to the asset or liability.
The Company has certain financial instruments that must be measured under the new fair value standard including:
available for sale securities, convertible notes and derivatives. The Company currently does not have non-financial assets
and non-financial liabilities that are required to be measured at fair value on a recurring basis.
115
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Available for sale securities are measured at fair value using quoted market prices and are classified within Level 1
of the valuation hierarchy.
The Company has an investment in convertible notes for which it separately accounts for the conversion option as
an embedded derivative. The convertible notes and conversion option are measured at fair value determined using widely
accepted valuation techniques including pricing models. These models reflect the contractual terms of the convertible
notes, including the term to maturity, and uses observable market-based inputs, including interest rate curves, implied
volatilities, stock price, dividend yields and foreign exchange rates. Based on these inputs the Company has determined
that its convertible notes and conversion option valuations are classified within Level 2 of the fair value hierarchy.
The Company uses interest rate swaps to manage its interest rate risk. The fair values of interest rate swaps are
determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments)
and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on
an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Based on
these inputs the Company has determined that its interest rate swap valuations are classified within Level 2 of the fair
value hierarchy.
To comply with the provisions of SFAS No. 157, the Company incorporates credit valuation adjustments to
appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the
fair value measurements. The credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as
estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of
December 31, 2008, the Company has assessed the significance of the impact of the credit valuation adjustments on the
overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to
the overall valuation of its derivatives.
The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of
December 31, 2008, aggregated by the level in the fair value hierarchy within which those measurements fall.
Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31, 2008 (in thousands):
Balance at
December 31,
2008
Level 1
Level 2
Level 3
Assets:
Marketable equity securities. . . . . . . . . . . . . . . . . . . . . .
Convertible notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion option . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 46,452
$113,713
6,063
$
Liabilities:
$
$46,452
$ — $113,713
6,063
$ — $
— $ —
$ —
$ —
Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
734
$ — $
734
$ —
During 2008, the Company recognized nonrecurring non-cash impairment charges of $15.5 million against the
carrying value of its investment in its unconsolidated joint ventures with PREI, KimPru, reflecting an other-than-
temporary decline in the fair value of its investment resulting from further significant declines in the real estate markets
during the fourth quarter of 2008. The Company’s estimated fair values relating to these impairment assessments are
based upon discounted cash flow models that include all estimated cash inflows and outflows over a specified holding
period. These cash flows are comprised of unobservable inputs which include contractual rental revenues and forecasted
rental revenues and expenses based upon current market conditions and expectations for growth. Capitalization rates
and discount rates utilized in these models are based upon observable rates that the Company believes to be within a
reasonable range of current market rates for the respective properties. Based on these inputs the Company has determined
that its valuation of its KimPru investment is classified within Level 3 of the fair value hierarchy.
16. FINANCIAL INSTRUMENTS - DERIVATIVES AND HEDGING:
The Company is exposed to the effect of changes in interest rates, foreign currency exchange rate fluctuations and
market value fluctuations of equity securities. The Company limits these risks by following established risk management
policies and procedures including the use of derivatives.
116
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The principal financial instruments generally used by the Company are interest rate swaps, foreign currency
exchange forward contracts, cross currency swaps and equity warrant contracts. The Company, from time to time, hedges
the future cash flows of its floating-rate debt instruments to reduce exposure to interest rate risk principally through
interest rate swaps with major financial institutions.
The following tables summarize the notional values and fair values of the Company’s derivative financial instruments
as of December 31, 2008 and 2007:
As of December 31, 2008
Hedge Type
Interest rate swaps – cash flow (a) . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swaps – un-designated . . . . . . . . . . . . . . . . . . . . . . . .
Notional Value
$18.75 million
$ 2.96 million
Rate
5.06%
6.35%
Maturity
5/09
3/16
As of December 31, 2007
Hedge Type
Interest rate swaps – cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swaps – un-designated . . . . . . . . . . . . . . . . . . . . . . . .
Notional Value
$18.75 million
$ 2.96 million
Rate
5.06%
6.35%
Maturity
5/09
3/16
Fair Value
(in millions
USD)
($0.3)
($0.5)
Fair Value
(in millions
USD)
($0.2)
($0.1)
(a)
This interest rate swap was entered into during 2007 and is designated as a cash flow hedge. The swap is hedging
the variability of floating rate interest payments on the debt of a consolidated subsidiary. No hedge ineffectiveness
on this cash flow hedge was recognized during 2008 and 2007.
As of December 31, 2008 and 2007, respectively, these derivative instruments were reported at their fair value as
other liabilities of ($0.8 million) and ($0.3) million. The Company expects to reclassify to earnings less than $1.0 million
of the current OCI balance during the next 12 months.
17.
PREFERRED STOCK, COMMON STOCK AND CONVERTIBLE UNIT TRANSACTIONS:
During September 2008, the Company completed a primary public stock offering of 11,500,000 shares of the
Company’s common stock. The net proceeds from this sale of common stock, totaling approximately $409.4 million
(after related transaction costs of $0.6 million) were used to partially repay the outstanding balance under the Company’s
U.S. revolving credit facility.
During October 2007, the Company issued 18,400,000 Depositary Shares (the “Class G Depositary Shares”), after
the exercise of an over-allotment option, each representing a one-hundredth fractional interest in a share of the Company’s
7.75% Class G Cumulative Redeemable Preferred Stock, par value $1.00 per share (the “Class G Preferred Stock”).
Dividends on the Class G Depositary Shares are cumulative and payable quarterly in arrears at the rate of 7.75% per
annum based on the $25.00 per share initial offering price, or $1.9375 per annum. The Class G Depositary Shares are
redeemable, in whole or part, for cash on or after October 10, 2012, at the option of the Company, at a redemption price
of $25.00 per depositary share, plus any accrued and unpaid dividends thereon. The Class G Depositary Shares are
not convertible or exchangeable for any other property or securities of the Company. Net proceeds from the sale of the
Class G Depositary Shares, totaling approximately $444.5 million (after related transaction costs of $15.5 million) were
used for general corporate purposes, including funding property acquisitions, investments in the Company’s institutional
management programs and other investment activities. The Company also used a portion of the proceeds to partially
repay amounts outstanding under its U.S. Credit Facility. The Class G Preferred Stock (represented by the Class G
Depositary Shares outstanding) ranks pari passu with the Company’s Class F Preferred Stock as to voting rights, priority
for receiving dividends and liquidation preference as set forth below.
During June 2003, the Company issued 7,000,000 Depositary Shares (the “Class F Depositary Shares”), each
such Class F Depositary Share representing a one-tenth fractional interest of a share of the Company’s 6.65% Class F
Cumulative Redeemable Preferred Stock, par value $1.00 per share (the “Class F Preferred Stock”). Dividends on the
Class F Depositary Shares are cumulative and payable quarterly in arrears at the rate of 6.65% per annum based on the
$25.00 per share initial offering price, or $1.6625 per annum. The Class F Depositary Shares are redeemable, in whole
117
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
or part, for cash on or after June 5, 2008, at the option of the Company, at a redemption price of $25.00 per Depositary
Share, plus any accrued and unpaid dividends thereon. The Class F Depositary Shares are not convertible or exchangeable
for any other property or securities of the Company. The Class F Preferred Stock (represented by the Class F Depositary
Shares outstanding) ranks pari passu with the Company’s Class F Preferred Stock as to voting rights, priority for receiving
dividends and liquidation preference as set forth below.
Voting Rights
As to any matter on which the Class F Preferred Stock may vote, including any action by written consent, each share
of Class F Preferred Stock shall be entitled to 10 votes, each of which 10 votes may be directed separately by the holder
thereof. With respect to each share of Preferred Stock, the holder thereof may designate up to 10 proxies, with each such
proxy having the right to vote a whole number of votes (totaling 10 votes per share of Class F Preferred Stock). As a result,
each Class F Depositary Share is entitled to one vote.
As to any matter on which the Class G Preferred Stock may vote, including any actions by written consent, each
share of the Class G Preferred Stock shall be entitled to 100 votes, each of which 100 votes may be directed separately
by the holder thereof. With respect to each share of Class G Preferred Stock, the holder thereof may designate up to 100
proxies, with each such proxy having the right to vote a whole number of votes (totaling 100 votes per share of Class G
Preferred Stock). As a result, each Class G Depositary Share is entitled to one vote.
Liquidation Rights
In the event of any liquidation, dissolution or winding up of the affairs of the Company, the Preferred Stock holders
are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation
preference of $250.00 Class F Preferred per share and $2,500.00 Class G Preferred per share ($25.00 per Class F and
Class G Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any
distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to
the Preferred Stock as to liquidation rights.
During October 2002, the Company acquired an interest in a shopping center property located in Daly City, CA,
valued at $80.0 million, through the issuance of approximately 4.8 million Convertible Units which are convertible at a
ratio of 1:1 into the Company’s common stock. The unit holder has the right to convert the Convertible Units at any time
after one year. In addition, the Company has the right to mandatorily require a conversion after ten years. If at the time of
conversion the common stock price for the 20 previous trading days is less than $16.785 per share, the unit holder would
be entitled to additional shares; however, the maximum number of additional shares is limited to 503,932 based upon a
floor Common Stock price of $15.180. The Company has the option to settle the conversion in cash. Dividends on the
Convertible Units are paid quarterly at the rate of the Company’s common stock dividend multiplied by 1.1057. During
2008, all of these Convertible Units were redeemed. The Company elected to redeem these Convertible Units, at a ratio of
1:1, for 4.8 million shares of Common Stock, of which 1.0 million shares were valued at $17.26 per share and 3.8 million
shares were valued at $15.02 per share.
During March 2006, the shareholders of Atlantic Realty Trust (“Atlantic Realty”) approved the proposed merger
with the Company and the closing occurred on March 31, 2006. As consideration for this transaction, the Company issued
Atlantic Realty shareholders 1,274,420 shares of Common Stock, excluding 201,930 shares of Common Stock that were
to be received by the Company and 546,580 shares of Common Stock that were to be received by the Company’s wholly
owned TRS, at a price of $40.41 per share. During December 2008, the Company purchased the 546,580 shares from its
TRS for a purchase price of $17.69 per share. The 546,580 shares had a carry-over basis from the Atlantic Realty share
price of $17.10 per share. These shares are no longer considered issued.
During 2006, the Company acquired interests in seven shopping center properties located throughout Puerto Rico.
The properties were acquired through the issuance of approximately $158.6 million of non-convertible units, approximately
$45.8 million of convertible units, approximately $131.2 million of non-recourse debt and $116.3 million in cash.
The convertible units consist of (i) 2,627 Class B-1 Preferred Units, par value $10,000 per unit and 640,001 Class C
DownREIT Units, valued at an issuance price of $30.52 per unit. Both the Class B-1 Units and the Class C DownREIT
Units are redeemable by the holder at any time after November 30, 2010, for cash, or at the Company’s option, shares
of the Company’s common stock. During 2007, 2,438 units, or $24.4 million, of the Class B-1 Preferred Units were
118
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
redeemed and 61,804 units, or $1.9 million, of the Class C DownREIT Units were redeemed under the Loan provision of
the Agreement. The Company opted to settle these units in cash.
The number of shares of Common Stock issued upon conversion of the Class B-1 Preferred Units would be equal to
the Class B-1 Cash Redemption Amount, as defined, which ranges from $6,000 to $14,000 per Class B-1 Preferred Unit
depending on the Common Stock’s Adjusted Current Trading Price, as defined, divided by the average daily market price
for the 20 consecutive trading days immediately preceding the redemption date.
Prior to January 1, 2009, the number of shares of Common Stock issued upon conversion of the Class C DownREIT
Units would be equal to the Class C Cash Amount which equals the number of Class C DownREIT Units being redeemed,
multiplied by the Adjusted Current Trading Price, as defined. After January 1, 2009, if the Adjusted Current Trading Price
is greater than $36.62 then the Class C Cash Amount shall be an amount equal to the Adjusted Current Trading Price per
Class C DownREIT Unit. If the Adjusted Current Trading Price is greater than $24.41 but less than $36.62, then the Class C
Cash Amount shall be an amount equal to $30.51 per Class C DownREIT Unit, or is less than $24.41, then the Class C Cash
Amount shall be an amount per Class C DownREIT Unit equal to the Adjusted Current Trading Price multiplied by 1.25.
During April 2006, the Company acquired interests in two shopping center properties, located in Bay Shore and
Centereach, NY, valued at an aggregate $61.6 million. The properties were acquired through the issuance of units from
a consolidated subsidiary and consist of approximately $24.2 million of Redeemable Units, which are redeemable at the
option of the holder, approximately $14.0 million of fixed rate Redeemable Units and the assumption of approximately
$23.4 million of non-recourse mortgage debt. The Company has the option to settle the redemption of the $24.2 million
redeemable units with Common Stock, at a ratio of 1:1 or in cash. During 2007, 30,000 units, or $1.1 million par value, of
the Redeemable Units were redeemed by the holder. The Company opted to settle these units in cash.
During June 2006, the Company acquired an interest in an office property, located in Albany, NY, valued at
approximately $39.9 million. The property was acquired through the issuance of approximately $5.0 million of redeemable
units from a consolidated subsidiary, which are redeemable at the option of the holder after one year, and the assumption
of approximately $34.9 million of non-recourse mortgage debt. The Company has the option to settle the redemption with
Common Stock, at a ratio of 1:1 or in cash.
18. SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING/FINANCING ACTIVITIES:
The following schedule summarizes the non-cash investing and financing activities of the Company for the years
ended December 31, 2008, 2007 and 2006 (in thousands):
2008
2007
2006
Acquisition of real estate interests by issuance of Common Stock and/or
assumption of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of real estate interest by issuance of redeemable units . . . . . . . . . .
Exchange of downREIT units for Common Stock . . . . . . . . . . . . . . . . . . . . . . .
Disposition/transfer of real estate interest by origination of mortgage debt . . .
Acquisition of real estate interests through proceeds held in escrow. . . . . . . . .
Disposition/transfer of real estate interests by assignment of mortgage debt . .
Proceeds held in escrow through sale of real estate interest. . . . . . . . . . . . . . . .
Acquisition of real estate through the issuance of an unsecured obligation. . . .
Disposition of real estate through the issuance of an unsecured obligation. . . .
Investment in real estate joint venture by contribution of property . . . . . . . . . .
Deconsolidation of Joint Venture:
Decrease in real estate and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Decrease in minority interest, construction loan and other liabilities . . . . . .
Declaration of dividends paid in succeeding period . . . . . . . . . . . . . . . . . . . . . .
Consolidation of Joint Venture:
$ 82,614
— $
$
$
$ 96,226
$
$ 80,000
$ 27,175
$
$
$
$
$
$
6,265
— $ 68,031
— $
— $
— $
$
— $
$ 1,627,058
247,475
—
—
140,802
293,254
39,210
10,586
—
—
— $
— $
— $
$
— $
— $
— $
— $
$
740
$ 55,453
$ 55,453
$ 131,097
$ 113,074
$ 113,074
$ 112,052
$
$
$
—
—
93,222
Increase in real estate and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 68,360
$
— $
—
Consolidation of Kimsouth:
Increase in real estate and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in mortgage payable and other liabilities . . . . . . . . . . . . . . . . . . . . .
$
$
— $
— $
— $
— $
28,377
28,377
119
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
19. TRANSACTIONS WITH RELATED PARTIES:
The Company provides management services for shopping centers owned principally by affiliated entities and
various real estate joint ventures in which certain stockholders of the Company have economic interests. Such services
are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues
from the properties and other direct costs incurred in connection with management of the centers.
Ripco Real Estate Corp. was formed in 1991 and employs approximately 40 professionals and serves numerous
retailers, REITS and developers. Ripco’s business activities include serving as a leasing agent and representative for
national and regional retailers including Target, Best Buy, Kohls and many others, providing real estate brokerage services
and principal real estate investing. Mr. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Mr. Milton
Cooper, Chief Executive Officer and Chairman of the Board of Directors of the Company. During 2008 and 2007, the
Company paid brokerage commissions of $478,330 and $257,385, respectively, to Ripco for services rendered primarily
as leasing agent for various national tenants in shopping center properties owned by the Company. The Company believes
that the brokerage commissions paid were at or below the customary rates for such leasing services. Additionally, the
Company has the following joint venture investments with Ripco.
During 2005, the Company acquired three operating properties and one land parcel, through joint ventures, in
which the Company and Ripco each hold 50% non-controlling interests for an aggregate purchase price of approximately
$27.1 million, including the assumption of approximately $9.3 million of non-recourse mortgage debt encumbering two
of the properties. The Company accounts for its investment in these joint ventures under the equity method of accounting.
Subsequent to these acquisitions, the joint ventures obtained four individual one-year loans aggregating $20.4 million
with interest rates ranging from LIBOR plus 1.00% to LIBOR plus 3.50%. During 2007, one of these properties was sold
for a sales price of approximately $10.5 million, including the pay down of $5.0 million of debt. These loans are scheduled
to mature in May 2009, October 2009 and December 2009. During 2008, one of the loans was increased by $2.0 million.
As of December 31, 2008, there was an aggregate of $17.4 million outstanding on these loans. These loans are jointly and
severally guaranteed by the Company and the joint venture partner.
Reference is made to Note 7 for additional information regarding transactions with related parties.
20. COMMITMENTS AND CONTINGENCIES:
The Company and its subsidiaries are primarily engaged in the operation of shopping centers which are either owned
or held under long-term leases which expire at various dates through 2095. The Company and its subsidiaries, in turn,
lease premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5
to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants’ sales
volumes. Annual minimum rentals plus incremental rents based on operating expense levels comprised approximately
99% of total revenues from rental property for each of the three years ended December 31, 2008, 2007 and 2006.
The future minimum revenues from rental property under the terms of all non-cancelable tenant leases, assuming
no new or renegotiated leases are executed for such premises, for future years are approximately as follows (in millions):
2009, $528.5; 2010, $492.7; 2011, $441.5; 2012, $387.7; 2013, $326.4 and thereafter; $1,647.9.
Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Company’s
shopping center portfolio for future years are approximately as follows (in millions): 2009, $10.9; 2010, $8.9; 2011, $6.7;
2012, $6.0; 2013, $5.3; and thereafter, $108.7.
In June 2006, the FASB issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN
48”), which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in
accordance with FASB Statement No. 109, “Accounting for Income Taxes”. The interpretation prescribes a recognition
threshold and measurement attribute criteria for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. The interpretation also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition.
The Company adopted the provisions of FIN 48 on January 1, 2007. The Company does not have any material
unrecognized tax benefits, therefore, the adoption of FIN 48 did not have a material impact on the Company’s financial
position or results of operations.
120
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
During September 2008, a joint venture in which the Company has a non-controlling ownership interest obtained a
$37.0 million mortgage loan, which is jointly and severally guaranteed by the Company and the joint venture partner, with
a commitment of up to $37.0 million of which $26.9 million was outstanding as of December 31, 2008. This loan bears
interest at 6.375% and is scheduled to mature in October 2019.
During October 2008, a joint venture in which the Company has a non-controlling ownership interest entered into
an extension and modification agreement for a $28.0 million term loan. The loan is guaranteed by the Company, with
a commitment of up to $28.0 million of which $28.0 million was outstanding as of December 31, 2008. This loan bears
interest at LIBOR plus 1.65%, or 2.09% at December 31, 2008, and is scheduled to mature in March 2009. The Company
is currently negotiating with lenders regarding extending or refinancing this debt.
During June 2007, the Company entered into a joint venture, in which the Company has a non-controlling ownership
interest, and acquired all of the common stock of InTown Suites Management, Inc. This investment was funded with
approximately $186.0 million of new cross-collateralized non-recourse mortgage debt with a fixed interest rate of 5.59%,
encumbering 35 properties, a $153.0 million three-year unsecured credit facility, with two one-year extension options,
which bears interest at LIBOR plus 0.375% and is guaranteed by the Company and the assumption of $278.6 million
cross-collateralized non-recourse mortgage debt with fixed interest rates ranging from 5.19% to 5.89%, encumbering 86
properties. The joint venture partner has pledged its equity interest for any guaranty payment the Company is obligated to
pay. The outstanding balance on the three-year unsecured credit facility was $147.5 million as of December 31, 2008. The
joint venture obtained an interest rate swap at 5.37% on $128.0 million of this debt. The swap is designated as a cash flow
hedge and is deemed highly effective; as such adjustments to the swaps fair value are recorded in Other comprehensive
income.
During 2007, the Company entered into a joint venture, in which the Company has a non-controlling ownership
interest to acquire a property in Houston, Texas. This investment was funded with a $24.5 million unsecured credit
facility scheduled to mature in November 2009, with a six-month extension option available, which bears interest at
LIBOR plus 0.375% and is guaranteed by the Company. The outstanding balance on this credit facility as of December 31,
2008 was $24.5 million.
During April 2007, the Company entered into a joint venture, in which the Company has a 50% non-controlling
ownership interest to acquire a property in Visalia, CA. Subsequent to this acquisition the joint venture obtained a $6.0
million three-year promissory note which bears interest at LIBOR plus 0.75%, and has an extension option of two-years.
This loan is jointly and severally guaranteed by the Company and the joint venture partner. As of December 31, 2008, the
outstanding balance on this loan was $6.0 million.
In October 2007, the Company formed a wholly-owned captive insurance company, Kimco Insurance Company,
Inc., (“KIC”), which provides general liability insurance coverage for all losses below the deductible under our third-party
policy. The Company entered into the Insurance Captive as part of its overall risk management program and to stabilize
its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company
capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on
projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third
party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary
to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate, like
premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to
specific lease terms. The Company believes that the addition of KIC will provide increased comprehensive insurance
coverage at an overall lower cost than would otherwise be available in the market.
During August 2008, KimPru entered into a new $650.0 million credit facility which matures in August 2009,
with the option to extend for one year, and bears interest at a rate of LIBOR plus 1.25%. KimPru is obligated to pay
down a minimum of $165.0 million, among other requirements, in order to exercise the one-year extension option. The
required pay down is expected to be sourced from property sales, other debt financings and/or capital contributions by
the partners. This facility is guaranteed by the Company with a guarantee from PREI to the Company for 85% of any
guaranty payment the Company is obligated to make. Proceeds from this new credit facility were used to repay the
121
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
outstanding balance of $658.7 million under an existing $1.2 billion credit facility, which was scheduled to mature in
October 2008, and bore interest at a rate of LIBOR plus 0.45%. As of December 31, 2008, the outstanding balance on the
new credit facility was $650.0 million.
During 2006, an entity in which the Company has a preferred equity investment, located in Montreal, Canada,
obtained a non-recourse construction loan which is collateralized by the respective land and project improvements.
Additionally, the Company has provided a guaranty to the lender and the developer partner has provided an indemnity
to the Company for 25% of all debt. As of December 31, 2008, there was CAD $89.0 million (approximately USD $72.7
million) outstanding on this construction loan.
Additionally, during 2006, KROP obtained a one-year $15.0 million unsecured term loan, which bore interest
at LIBOR plus 0.5%. This loan was guaranteed by the Company and GECRE had guaranteed reimbursement to the
Company of 80% of any guaranty payment the Company was obligated to make. During 2007, KROP paid down the
remaining balance of the loan.
The Company has issued letters of credit in connection with the completion and repayment guarantees for
construction loans encumbering certain of the Company’s ground-up development projects and guaranty of payment
related to the Company’s insurance program. These letters of credit aggregate approximately $34.3 million.
In connection with the construction of its development projects and related infrastructure, certain public agencies
require performance and surety bonds be posted to guarantee that the Company’s obligations are satisfied. These bonds
expire upon the completion of the improvements and infrastructure. As of December 31, 2008, there were approximately
$61.8 million bonds outstanding.
Additionally, the RioCan Venture, an entity in which the Company holds a 50% non-controlling interest, has a CAD
$7.0 million (approximately USD $5.7 million) letter of credit facility. This facility is jointly guaranteed by RioCan and
the Company and had approximately CAD $4.6 million (approximately USD $3.8 million) outstanding as of December 31,
2008, relating to various development projects.
During 2005, an entity in which the Company has a preferred equity investment obtained a CAD $24.3 million
(approximately USD $19.8 million) credit facility to finance the construction of a 0.1 million square foot shopping center
property located in Kamloops, B.C. This facility bears interest at Royal Bank Prime Rate (“RBP”) plus 0.5% per annum
and was scheduled to mature in March 2008. During 2008 RioCan extended this facility to expire on February 28, 2009.
The Company and its partner in this entity each have a limited and several guarantee of CAD $7.5 million (approximately
USD $6.1 million) on this facility. As of December 31, 2008, there was CAD $22.3 million (approximately USD $18.2
million) outstanding on this facility. The Company and its partner are currently negotiating with lenders regarding
extending or refinancing this debt.
During 2005, PL Retail entered into a $39.5 million unsecured revolving credit facility, which bore interest at
LIBOR plus 0.675% and was scheduled to mature in February 2007. During 2008, the loan was extended to February
2009 at a reduced rate of LIBOR plus 0.50%. This facility is guaranteed by the Company and the joint venture partner
has guaranteed reimbursement to the Company of 85% of any guaranty payment the Company is obligated to make. As
of December 31, 2008, there was $35.6 million outstanding under this facility. During February 2009, PL Retail made
a principal payment of $5.6 million and obtained a one-year extension option at LIBOR plus 400 basis points for the
remaining balance of $30.0 million.
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These
matters are generally covered by insurance. Management believes that the final outcome of such matters will not have a
material adverse effect on the financial position, results of operations or liquidity of the Company.
The Company evaluated these guarantees in connection with the provisions of FASB Interpretation No. 45,
Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
of Others and determined that the impact did not have a material effect on the Company’s financial position or results of
operations.
122
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
21.
INCENTIVE PLANS:
The Company maintains a stock option plan (the “Plan”) pursuant to which a maximum of 47,000,000 shares of the
Company’s common stock may be issued for qualified and non-qualified options. Options granted under the Plan generally
vest ratably over a three to five-year term , expire ten years from the date of grant and are exercisable at the market price
on the date of grant, unless otherwise determined by the Board at its sole discretion. In addition, the Plan provides for the
granting of certain options to each of the Company’s non-employee directors (the “Independent Directors”) and permits
such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.
The Company accounts for stock options in accordance with SFAS No. 123R which requires that all share based
payments to employees, including grants of employee stock options, be recognized in the statement of operations over the
service period based on their fair values.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing formula.
The assumption for expected volatility has a significant affect on the grant date fair value. Volatility is determined based
on the historical equity of common stock for the most recent historical period equal to the expected term of the options.
The more significant assumptions underlying the determination of fair values for options granted during 2008, 2007 and
2006 were as follows:
Weighted average fair value of options granted . . . . . . . . . . . . . . . . . . .
Weighted average risk-free interest rates . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average expected option lives (in years) . . . . . . . . . . . . . . . .
Weighted average expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average expected dividend yield . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2007
$ 7.41
2006
$ 5.55
2008
$ 5.73
3.13%
6.38
26.16%
4.33%
4.50%
6.50
19.01%
3.77%
4.72%
6.50
17.70%
4.39%
Information with respect to stock options under the Plan for the years ended December 31, 2008, 2007, and 2006
are as follows:
Options outstanding, January 1, 2006. . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding, December 31, 2006 . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding, December 31, 2007 . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options outstanding, December 31, 2008 . . . . . . . . . . . . .
Shares
14,551,296
(2,196,947)
2,805,650
(366,406)
14,793,593
(1,884,421)
2,971,900
(257,618)
15,623,454
(1,862,209)
2,903,475
(400,898)
16,263,822
Weighted-Average
Exercise Price
Per Share
$ 22.06
$ 17.80
$ 39.91
$ 28.13
$ 25.93
$ 20.22
$ 41.41
$ 35.87
$ 29.39
$ 20.59
$ 37.29
$ 38.64
$ 31.58
Options exercisable (fully vested)-
December 31, 2006. . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2007. . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2008. . . . . . . . . . . . . . . . . . . . . . . . .
8,826,881
9,307,184
9,011,677
$ 20.37
$ 23.10
$ 26.00
Aggregate
Intrinsic value
(in millions)
$145.8
$281.4
$133.7
$
7.6
$217.0
$123.8
7.6
$
123
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The exercise prices for options outstanding as of December 31, 2008, range from $10.67 to $46.00 per share. The
Company estimates forfeitures based on historical data. The weighted-average remaining contractual life for options
outstanding as of December 31, 2008, was approximately 6.9 years. The weighted average-remaining contractual term
of options currently exercisable as of December 31, 2008, was approximately 5.5 years. Options to purchase 5,031,718,
2,996,321, and 5,969,396, shares of the Company’s common stock were available for issuance under the Plan at December
31, 2008, 2007 and 2006, respectively. As of December 31, 2008, the Company had 7,252,145 options expected to vest,
with a weighted-average exercise price per share of $38.52 and an aggregate intrinsic value of $0.
Cash received from options exercised under the Plan was approximately $38.3 million, $38.1 million, and $39.1
million for the years ended December 31, 2008, 2007 and 2006, respectively. The total intrinsic value of options exercised
during 2008, 2007 and 2006 was approximately $35.0 million, $54.4 million and $42.2 million, respectively.
The Company recognized stock options expense of $12.3 million, $12.2 million, and $10.2 million for the years
ended December 31, 2008, 2007 and 2006, respectively. As of December 31, 2008, the Company had $33.8 million of total
unrecognized compensation cost related to unvested stock compensation granted under the Company’s Plan. That cost is
expected to be recognized over a weighted average period of approximately 3.3 years.
The Company maintains a 401(k) retirement plan covering substantially all officers and employees, which permits
participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible
compensation. This deferred compensation, together with Company matching contributions, which generally equal
employee deferrals up to a maximum of 5% of their eligible compensation (capped at $170,000), is fully vested and funded
as of December 31, 2008. The Company contributions to the plan were approximately $1.5 million, $1.5 million and $1.3
million for the years ended December 31, 2008, 2007 and 2006, respectively.
Due to current economic conditions resulting in the lack of transactional activity within the real estate industry as a
whole the Company has accrued approximately $3.6 million at December 31, 2008, relating to severance costs associated
with employees that have been terminated during January 2009.
22.
INCOME TAXES:
The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which
began January 1, 1992. To qualify as a REIT, the Company must meet a number of organizational and operational
requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to
its stockholders. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status.
As a REIT, the Company generally will not be subject to corporate federal income tax, provided that distributions to its
stockholders equal at least the amount of its REIT taxable income as defined under the Code. If the Company fails to
qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any
applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if
the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and
property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-
REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes.
124
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Reconciliation between GAAP Net Income and Federal Taxable Income:
The following table reconciles GAAP net income to taxable income for the years ended December 31, 2008, 2007
and 2006 (in thousands):
GAAP net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: GAAP net income of taxable REIT subsidiaries . . . . . . . . . . . . . . . .
GAAP net income from REIT operations (a) . . . . . . . . . . . . . . . . . . . . . . . . . .
Net book depreciation in excess of tax depreciation. . . . . . . . . . . . . . . . . . . . .
Deferred/prepaid/above and below market rents, net . . . . . . . . . . . . . . . . . . . .
Exercise of non-qualified stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Book/tax differences from investments in real estate joint ventures . . . . . . . .
Book/tax difference on sale of property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation adjustment of foreign currency contracts . . . . . . . . . . . . . . . . . . . . .
Book adjustment to property carrying values and marketable
2008
(Estimated)
$ 249,902
(9,002)
240,900
20,686
(25,755)
(15,104)
53,176
20,529
(35)
2007
(Actual)
$ 442,830
(98,542)
344,288
31,963
(12,879)
(26,210)
5,740
(8,788)
308
equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other book/tax differences, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted taxable income subject to 90% dividend requirements . . . . . . . . . . .
78,593
11,019
$ 384,009
—
23,911
$ 358,333
Certain amounts in the prior periods have been reclassified to conform to the current year presentation.
2006
(Actual)
$ 428,259
(33,795)
394,464
23,826
(11,964)
(26,822)
(7,127)
(49,003)
142
—
(5,219)
$ 318,297
(a) All adjustments to “GAAP net income from REIT operations” are net of amounts attributable to minority interest
and taxable REIT subsidiaries.
Reconciliation between Cash Dividends Paid and Dividends Paid Deductions (in thousands):
For the years ended December 31, 2008, 2007 and 2006 cash dividends paid exceeded the dividends paid deduction
and amounted to $469,024, $384,502 and $332,552, respectively.
Characterization of Distributions:
The following characterizes distributions paid for the years ended December 31, 2008, 2007 and 2006, (in
thousands):
Preferred F Dividends
Ordinary income. . . . . . . . . . . . . . . . . . . . . . . . .
Capital gain . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred G Dividends
Ordinary income. . . . . . . . . . . . . . . . . . . . . . . . .
Capital gain . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common Dividends
Ordinary income. . . . . . . . . . . . . . . . . . . . . . . . .
Capital gain . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Return of capital . . . . . . . . . . . . . . . . . . . . . . . . .
Total dividends distributed . . . . . . . . . . . . . . . . . . .
2008
2007
2006
$
9,079
2,559
$ 11,638
7,123
78% $
22%
4,515
100% $ 11,638
8,200
61% $
39%
3,438
100% $ 11,638
70%
30%
100%
$ 28,197
7,948
$ 36,145
78%
22%
100%
—
—
—
—
—
—
—
—
—
$ 290,656
80,036
50,549
$ 421,241
$ 469,024
69% $ 207,587
131,558
19%
12%
33,719
100% $ 372,864
$ 384,502
56% $ 211,803
89,856
35%
19,255
9%
100% $ 320,914
$ 332,552
—
—
—
66%
28%
6%
100%
125
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Taxable REIT Subsidiaries (“TRS”):
The Company is subject to federal, state and local income taxes on the income from its TRS activities, which
include Kimco Realty Services (“KRS”), a wholly owned subsidiary of the Company and the consolidated entities of
FNC, Kimsouth and Blue Ridge Real Estate Company/Big Boulder Corporation.
Income taxes have been provided for on the asset and liability method as required by SFAS No. 109, Accounting for
Income Taxes. Under the asset and liability method, deferred income taxes are recognized for the temporary differences
between the financial reporting basis and the tax basis of the TRS assets and liabilities.
The Company’s taxable income for book purposes and provision for income taxes relating to the Company’s TRS
and taxable entities which have been consolidated for accounting reporting purposes, for the years ended December 31,
2008, 2007, and 2006, are summarized as follows (in thousands):
Income/(loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
(Provision)/benefit for income taxes:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GAAP net income from taxable REIT subsidiaries . . . . . . . . . . . . .
2008
$ (3,972)
2007
$ 109,057
2006
$ 54,522
11,026
1,948
12,974
$ 9,002
(6,565)
(3,950)
(10,515)
$ 98,542
(17,581)
(3,146)
(20,727)
$ 33,795
The Company’s deferred tax assets and liabilities at December 31, 2008 and 2007, were as follows (in thousands):
Deferred tax assets:
Operating losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 48,863
71,747
(33,783)
86,827
(2,656)
$ 84,171
$ 64,728
19,163
(36,826)
47,065
(11,663)
$ 35,402
2008
2007
Deferred tax assets and deferred tax liabilities are included in the caption Other assets and Other liabilities on the
accompanying Consolidated Balance Sheets at December 31, 2008 and 2007. Operating losses and the valuation allowance
are due to the Company’s consolidation of FNC and Kimsouth for accounting and reporting purposes. At December 31,
2008, FNC had approximately $125.3 million of net operating loss (“NOL”) carry forwards that expire from 2022 through
2025, with a tax value of approximately $48.9 million. At December 31, 2007, FNC had approximately $128.1 million of
NOL carry forwards, with a tax value of approximately $50.0 million. A valuation allowance of $33.8 million has been
established for a portion of these deferred tax assets. At December 31, 2007, Kimsouth had approximately $37.9 million of
NOL carry forwards that expire from 2021 to 2023, with a tax value of approximately $14.8 million. A valuation allowance
for $3.1 million had been established for a portion of these deferred tax assets. During 2008, Kimsouth fully utilized its
remaining NOL carry forwards as a result of the recognition of equity in income from the Albertson’s investment during
2008.
Other deferred tax assets and deferred tax liabilities relate primarily to differences in the timing of the recognition
of income/(loss) between the GAAP and tax basis of accounting for (i) real estate joint ventures, (ii) other real estate
investments, and (iii) other deductible temporary differences. The Company believes that, based on its operating strategy
and consistent history of profitability, it is more likely than not that the total deferred tax assets of $86.8 million will
be realized on future tax returns, primarily from the generation of future taxable income and the implementation of tax
planning strategies that include the potential disposition of certain real estate assets and equity securities.
126
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The income tax provision/(benefit) differ from the amount computed by applying the statutory federal income tax
rate to taxable income before income taxes were as follows (in thousands):
Federal provision/(benefit) at statutory tax rate (35%) . . . . . . . . . . .
State and local taxes, net of federal Benefit . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance decrease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2008
$ (1,390)
(258)
(8,283)
(3,043)
$(12,974)
2007
$ 38,170
7,089
(3,552)
(31,192)
$ 10,515
2006
$19,083
3,544
(1,900)
—
$20,727
23. SUPPLEMENTAL FINANCIAL INFORMATION:
The following represents the results of operations, expressed in thousands except per share amounts, for each
quarter during the years 2008 and 2007:
Revenues from rental property(1) . . . . . . . . . . . . . . . . . .
Net income/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income/(loss) per common share:
Mar. 31
$ 188,794
$ 98,467
2008 (Unaudited)
Sept. 30
$ 189,951
$ 108,584 (a)
June 30
$ 182,970
$ 94,374
Dec. 31
$ 196,989
$ (51,523) (a)
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
.34
.34
$
$
.33
.32
$
$
.38
.37
$
$
(.24)
(.24)
Revenues from rental property(1) . . . . . . . . . . . . . . . . . .
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per common share:
2007 (Unaudited)
Mar. 31
$ 156,290
$ 153,764
June 30
$ 168,448
$ 128,022
Sept. 30
$ 171,906
$ 78,005
Dec. 31
$ 177,889
$ 83,039
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
.60
.59
$
$
.50
.49
$
$
.30
.29
$
$
.28
.28
(1) All periods have been adjusted to reflect the impact of operating properties sold during 2008 and 2007 and properties
classified as held for sale as of December 31, 2008, which are reflected in the caption Discontinued operations on
the accompanying Consolidated Statements of Income.
(a) Out-of-Period Adjustment - During the fourth quarter of 2008, the Company identified an out-of-period adjustment
in its consolidated financial statements for the year ended December 31, 2008. This adjustment related to the
accounting for cash distributions received in excess of the Company’s carrying value of its investment in an
unconsolidated joint venture. During the third quarter of 2008, the Company recorded as income approximately
$8.5 million from cash distributions received in excess of the Company’s carrying value of its investment resulting
from mortgage refinancing proceeds from one of its unconsolidated joint ventures. The Company recorded the $8.5
million as income as the Company had no guaranteed obligations or was otherwise committed to provide further
financial support to the joint venture. It was determined in the fourth quarter of 2008, that although the Company
in substance does not have any further obligations, in form, the Company is the general partner in this joint venture
and does have a legal obligation relating to the partnership. As such, the Company should not have recognized
the $8.5 million as income in the third quarter. The Company has reversed this amount from income in the fourth
quarter of 2008. As a result of this out-of-period adjustment, net income was overstated by $8.5 million in the third
quarter of 2008 and understated by $8.5 million in the fourth quarter of 2008, but correctly stated for the year
ended December 31, 2008. The Company concluded that the $8.5 million adjustment was not material to the quarter
ended September 30, 2008 or the quarter ended December 31, 2008. As such, this adjustment was recorded in the
Company’s consolidated statements of income for the three months ended December 31, 2008, rather than restating
the third quarter 2008 period.
127
KIMCO REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Accounts and notes receivable in the accompanying Consolidated Balance Sheets net of estimated unrecoverable
amounts were approximately $9.0 million at December 31, 2008 and 2007.
24. PRO FORMA FINANCIAL INFORMATION (UNAUDITED):
As discussed in Notes 3, 4 and 5, the Company and certain of its subsidiaries acquired and disposed of interests
in certain operating properties during 2008. The pro forma financial information set forth below is based upon the
Company’s historical Consolidated Statements of Income for the years ended December 31, 2008 and 2007, adjusted to
give effect to these transactions at the beginning of each year.
The pro forma financial information is presented for informational purposes only and may not be indicative of
what actual results of operations would have been had the transactions occurred at the beginning of each year, nor does
it purport to represent the results of operations for future periods. (Amounts presented in millions, except per share
figures.)
Year ended December 31,
Revenues from rental property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before extraordinary gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income before extraordinary gain per common share:
2008
$773.9
$227.6
$227.6
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.70
$ 0.70
Net income per common share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 0.70
$ 0.70
2007
$696.6
$361.0
$411.3
$ 1.35
$ 1.33
$ 1.55
$ 1.52
128
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For years Ended December 31, 2008, 2007 and 2006
(in thousands)
Year Ended December 31, 2008
Allowance for uncollectable accounts . . . . . . . . . . . . . .
Allowance for deferred tax asset . . . . . . . . . . . . . . . . . .
Year Ended December 31, 2007
Allowance for uncollectable accounts . . . . . . . . . . . . . .
Allowance for deferred tax asset . . . . . . . . . . . . . . . . . .
Year Ended December 31, 2006
Allowance for uncollectable accounts . . . . . . . . . . . . . .
Allowance for deferred tax asset . . . . . . . . . . . . . . . . . .
Balance at
beginning
of period
Charged
to
expenses
Adjustments
to valuation
accounts
Deductions
Balance
at end of
period
$ 9,000
$ 36,826
$ 3,066
—
$ — $ (3,043)
$
$ (3,066)
$ —
$ 9,000
$33,783
614
—
$
$ — $(31,192)
$
715
—
$
$ — $ 34,235
$
(114)
$
$ —
$ 9,000
$36,826
(715)
$
$ —
$ 8,500
$68,018
$ 8,500
$ 68,018
$ 8,500
$ 33,783
129
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2008
INITIAL COST
KDI-GLENN SQUARE
KDI-THE GROVE
KDI-CHANDLER
AUTO MALLS
DEV- EL MIRAGE
TALAVI TOWN CENTER
KIMCO MESA 679, INC. AZ
MESA RIVERVIEW
KDI-ANA MARIANA
POWER CENTER
METRO SQUARE
HAYDEN PLAZA NORTH
PHOENIX, COSTCO
PHOENIX
1
3
0
KDI-ASANTE RETAIL CENTER
DEV-SURPRISE II
ALHAMBRA, COSTCO
MADISON PLAZA
CHULA VISTA, COSTCO
LAND
3,306,779
18,951,763
9,318,595
6,786,441
8,046,677
2,915,000
15,000,000
30,043,645
4,101,017
2,015,726
5,324,501
2,450,341
8,702,635
4,138,760
4,995,639
5,874,396
6,460,743
CORONA HILLS, COSTCO
13,360,965
EAST AVENUE
MARKET PLACE
LABAND VILLAGE SC
CUPERTINO VILLAGE
CHICO CROSSROADS
CORONA HILLS
MARKET PLACE
ELK GROVE VILLAGE
WATERMAN PLAZA
GOLD COUNTRY CENTER
LA MIRADA THEATRE CENTER
YOSEMITE NORTH SHOPPING CTR
RALEY’S UNION SQUARE
SOUTH NAPA
MARKET PLACE
PLAZA DI NORTHRIDGE
POWAY CITY CENTRE
NORTH POINT PLAZA
RED BLUFF SHOPPING CTR
TYLER STREET
THE CENTRE
SANTA ANA, HOME DEPOT
FULTON MARKET PLACE
MARIGOLD SC
BLACK MOUNTAIN VILLAGE
TRUCKEE CROSSROADS
1,360,457
5,600,000
19,886,099
9,975,810
9,727,446
1,770,000
784,851
3,272,212
8,816,741
2,120,247
1,185,909
1,100,000
12,900,000
5,854,585
1,299,733
1,410,936
3,020,883
3,403,724
4,592,364
2,966,018
15,300,000
4,678,015
2,140,000
WESTLAKE SHOPPING CENTER
16,174,307
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
—
6,403,809
—
503,987
17,016,784
11,686,291
—
—
16,410,632
4,126,509
21,269,943
9,802,046
3,405,683
94,572
19,982,557
23,476,190
25,863,153
53,373,453
3,055,127
13,289,347
46,534,919
30,534,524
24,778,390
7,470,136
1,762,508
7,864,878
41,366,240
18,133,075
(1,030,765)
60,409
189,093
1,678,931
137,595,062
5,050,857
1,043,805
5,448,097
8,515,422
724,907
2,336,837
—
73,926
309,125
11,674,917
4,412,164
233,550
0
5,228,716
(0)
301,276
633,682
122,050
0
35,259,965
(7,653,134)
4,761,355
2,663,149
22,159,086
40,574,842
13,792,470
2,918,760
3,168,485
7,811,339
13,625,899
18,345,257
6,920,710
25,563,978
11,913,344
8,255,753
64,818,562
564,711
215,617
6,828,973
6,602,477
7,607,360
246,929
292,310
(0)
264,121
—
835,389
3,527,840
—
477,340
90,133,148
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
41,366,240
24,536,884
(559,641)
564,396
17,205,878
13,365,222
152,287,070
5,050,857
17,454,437
9,574,606
29,785,366
10,526,953
3,405,683
94,572
20,056,483
23,785,316
37,538,070
57,785,617
3,288,677
13,289,348
51,763,635
30,534,524
25,079,666
8,103,818
1,884,557
7,864,878
29,534,893
5,326,066
2,878,766
28,988,059
47,177,319
20,006,602
3,165,689
3,460,796
7,811,339
13,890,020
18,345,257
7,756,098
29,091,818
11,913,344
8,733,093
44,673,019
43,488,647
8,287,830
7,350,837
25,252,554
16,280,222
152,595,062
35,094,502
21,555,454
11,590,332
35,109,866
12,977,294
14,445,154
4,233,332
25,052,122
29,659,711
43,998,813
71,146,582
4,649,134
18,889,348
71,649,734
40,510,334
34,807,112
9,873,817
2,669,409
11,137,090
36,423,572
7,446,312
4,064,675
30,088,059
60,077,319
27,254,415
4,465,422
4,871,732
10,832,222
17,293,744
22,937,622
10,722,117
44,391,818
16,591,359
10,873,093
5,627,912
3,674,053
5,855,766
5,425,106
2,257,051
5,760,088
3,172,523
5,482,501
6,446,605
8,104,311
14,974,009
1,730,651
2,136,057
11,237,235
2,585,270
2,012,643
3,781,250
996,870
932,652
7,782,085
2,099,823
1,508,177
4,494,613
8,089,497
2,953,077
1,658,672
1,799,995
1,297,168
3,267,801
4,999,633
1,411,657
6,038,347
1,499,852
4,383,343
44,673,019
43,488,647
8,287,830
7,350,837
19,624,642
12,606,169
152,595,062
29,238,736
16,130,348
9,333,281
29,349,778
9,804,770
14,445,154
4,233,332
19,569,621
23,213,106
35,894,502
56,172,574
2,918,483
16,753,290
60,412,499
37,925,064
32,794,470
6,092,567
1,672,538
10,204,438
28,641,487
5,346,490
2,556,499
25,593,446
51,987,822
24,301,338
2,806,750
3,071,737
9,535,054
14,025,943
17,937,989
9,310,459
38,353,471
15,091,506
6,489,750
154,951,710
171,126,017
12,601,174
158,524,843
LAND
3,306,779
18,951,763
8,847,471
6,786,441
8,046,676
2,915,000
307,992
30,043,645
4,101,017
2,015,726
5,324,501
2,450,341
11,039,472
4,138,760
4,995,639
5,874,396
6,460,743
13,360,965
1,360,457
5,600,000
19,886,099
9,975,810
9,727,446
1,770,000
784,851
3,272,212
6,888,680
2,120,247
1,185,909
1,100,000
12,900,000
7,247,814
1,299,733
1,410,936
3,020,883
3,403,724
4,592,364
2,966,018
15,300,000
4,678,015
2,140,000
16,174,307
ENCUMBRANCES
34,810,586
24,626,211
10,612,252
2,080,189
8,999,015
36,485,292
25,372,802
2,193,614
1,498,914
7,144,447
28,478,446
6,877,365
17,159,907
3,996,316
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
2006(C)
2007(C)
2004(C)
2008(C)
2007(A)
1998(A)
2005(C)
2006(C)
1998(A)
1998(A)
1998(A)
1997(A)
2004(C)
2008(C)
1998(A)
1998(A)
1998(A)
1998(A)
2006(A)
2008(A)
2006(A)
2008(A)
2007(A)
2006(A)
2006(A)
2008(A)
1998(A)
2006(A)
2006(A)
2006(A)
2005(A)
2005(A)
2006(A)
2006(A)
2008(A)
1999(A)
1998(A)
2005(A)
2005(A)
2007(A)
2006(A)
2002(A)
INITIAL COST
LAND
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
1
3
1
VILLAGE ON THE PARK
AURORA QUINCY
AURORA EAST BANK
SPRING CREEK COLORADO
DENVER WEST 38TH STREET
ENGLEWOOD PHAR MOR
FORT COLLINS
HERITAGE WEST
WEST FARM SHOPPING CENTER
FARMINGTON PLAZA
N.HAVEN, HOME DEPOT
SOUTHINGTON PLAZA
WATERBURY
DOVER
ELSMERE
ALTAMONTE SPRINGS
BOCA RATON
BAYSHORE GARDENS, BRADENTON
FL
BRADENTON PLAZA
CORAL SPRINGS
CORAL SPRINGS
CURLEW CROSSING S.C.
CLEARWATER FL
EAST ORLANDO
FERN PARK
REGENCY PLAZA
SHOPPES AT AMELIA CONCOURSE
AVENUES WALKS
KISSIMMEE
LAUDERDALE LAKES
MERCHANTS WALK
LARGO
LEESBURG
LARGO EAST BAY
LAUDERHILL
THE GROVES
MELBOURNE
GROVE GATE
NORTH MIAMI
MILLER ROAD
MARGATE
MT. DORA
PLANTATION CROSSING
MILTON, FL
FLAGLER PARK
ORLANDO
SODO S.C.
RENAISSANCE CENTER
SAND LAKE
ORLANDO
OCALA
POMPANO BEACH
2,194,463
1,148,317
1,500,568
1,423,260
161,167
805,837
1,253,497
1,526,576
5,805,969
433,713
7,704,968
376,256
2,253,078
122,741
—
770,893
573,875
2,901,000
527,026
710,000
1,649,000
5,315,955
3,627,946
491,676
225,000
2,410,000
7,600,000
26,984,546
1,328,536
342,420
2,580,816
293,686
—
2,832,296
1,002,733
1,676,082
—
365,893
732,914
1,138,082
2,948,530
1,011,000
7,524,800
1,275,593
26,162,980
923,956
—
9,104,379
3,092,706
560,800
1,980,000
97,169
8,885,987
4,608,249
6,180,103
5,718,813
646,983
3,232,650
7,625,278
6,124,074
23,348,024
1,211,800
30,797,640
1,055,168
9,017,012
66,738
3,185,642
3,083,574
2,295,501
11,738,955
765,252
2,842,907
6,626,301
12,529,467
918,466
1,440,000
902,000
9,671,160
—
—
5,296,652
2,416,645
10,366,090
792,119
171,636
11,329,185
2,602,415
6,533,681
1,754,000
1,049,172
4,080,460
4,552,327
11,754,120
4,062,890
—
—
80,737,041
3,646,904
68,139,271
36,540,873
12,370,824
2,268,112
7,927,484
874,442
5,394,916
323,297
480,170
1,257,438
(0)
208,712
1,599,608
155,612
661,091
1,635,657
676,173
292,292
690,607
4,902,532
(0)
167,155
1,730,262
711,732
115,619
3,340,370
425,304
1,241,120
(347,682)
2,978,953
4,759,179
458,044
8,922,803
46,061,771
(1,814,426)
3,244,181
995,118
1,581,445
193,651
1,788,569
12,234,118
944,919
3,099,675
1,207,100
10,846,346
1,877,964
3,874,810
163,571
10,673,728
—
78,957
1,990,167
—
4,989,546
1,881,304
3,173,597
8,229,712
1,837,248
2,194,463
1,148,317
1,500,568
1,423,260
161,167
805,837
1,253,497
1,526,576
5,805,969
433,713
7,704,968
376,256
2,253,078
3,024,375
—
770,893
733,875
2,901,000
527,026
710,000
1,649,000
5,315,955
3,527,149
1,007,882
225,000
2,410,000
1,138,216
33,535,828
1,328,536
342,420
2,580,816
293,686
—
2,832,296
1,774,442
2,606,246
—
365,893
732,914
1,138,082
2,948,530
1,011,000
7,153,784
1,275,593
26,162,980
1,172,119
—
9,122,758
3,092,706
580,030
1,980,000
97,169
14,280,903
16,475,366
4,931,546
6,660,273
6,976,251
646,983
3,441,362
9,224,886
6,279,686
24,009,115
2,847,457
31,473,813
1,347,460
9,707,619
2,067,636
3,185,642
3,250,729
3,865,763
12,450,687
880,872
6,183,277
7,051,605
13,770,588
671,580
3,902,747
5,661,179
10,129,204
15,384,587
39,510,489
3,482,226
5,660,825
11,361,208
2,373,564
365,287
13,117,754
14,064,823
6,548,436
4,853,675
2,256,272
14,926,806
6,430,291
15,628,930
4,226,461
11,044,744
80,815,998
5,388,907
68,139,271
41,512,040
14,252,128
5,422,478
16,157,196
2,711,690
6,079,863
8,160,841
8,399,511
808,150
4,247,199
10,478,382
7,806,262
29,815,084
3,281,170
39,178,781
1,723,716
11,960,697
5,092,011
3,185,642
4,021,622
4,599,638
15,351,687
1,407,897
6,893,277
8,700,605
19,086,542
4,198,729
4,910,629
5,886,179
12,539,204
16,522,803
73,046,317
4,810,762
6,003,246
13,942,025
2,667,250
365,287
15,950,050
15,839,266
9,154,682
4,853,675
2,622,165
15,659,720
7,568,373
18,577,460
5,237,461
18,198,528
1,275,593
106,978,978
6,561,027
68,139,271
50,634,798
17,344,834
6,002,509
18,137,196
2,808,859
2,822,589
1,334,834
1,832,984
1,624,242
181,079
932,196
1,765,876
1,743,610
6,368,346
227,973
8,411,628
66,964
3,590,934
1,900
3,185,642
1,051,715
1,596,223
3,393,909
46,536
1,958,945
1,937,624
1,671,820
22,980
2,424,735
2,238,658
2,390,172
2,361,276
3,871,968
2,195,539
1,775,672
291,132
6,188,680
7,642,737
900,365
2,553,579
1,779,725
6,709,490
5,157,804
5,572,625
1,216,034
5,435,890
1,894,536
1,804,038
12,670,384
5,142,735
1,513,149
3,384,609
1,612,608
13,652,777
4,745,029
6,327,857
6,775,269
627,071
3,315,003
8,712,506
6,062,652
23,446,738
3,053,197
30,767,153
1,656,752
8,369,763
5,090,111
0
2,969,908
3,003,415
11,957,777
1,361,361
4,934,332
6,762,981
17,414,722
4,175,749
2,485,894
3,647,521
10,149,032
16,522,803
73,046,317
2,449,486
2,131,278
11,746,485
891,577
74,155
9,761,370
8,196,529
8,254,317
2,300,096
842,441
8,950,230
2,410,568
13,004,835
4,021,427
18,198,528
1,275,593
101,543,089
4,666,491
66,335,233
37,964,413
12,202,099
4,489,360
14,752,587
1,196,251
2,499,018
865,214
1998(A)
1998(A)
1998(A)
1998(A)
1998(A)
1998(A)
2000(A)
1998(A)
1998(A)
2005(A)
1998(A)
2005(A)
1993(A)
2003(A)
1979(C)
1995(A)
1992(A)
1998(A)
2005(A)
1994(A)
1997(A)
2005(A)
2007(A)
1971(C)
1968(C)
1999(A)
2003(C)
2005(C)
1996(A)
1968(C)
2001(A)
1968(C)
1969(C)
1992(A)
1974(C)
2006(A)
1968(C)
1968(C)
1985(A)
1986(A)
1993(A)
1997(A)
2005(C)
2007(A)
2007(A)
1995(A)
2008(A)
1998(A)
1994(A)
1996(A)
1997(A)
1968(C)
INITIAL COST
LAND
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
GONZALEZ
ST. PETERSBURG
TUTTLE BEE SARASOTA
SOUTH EAST SARASOTA
SANFORD
STUART
SOUTH MIAMI
TAMPA
VILLAGE COMMONS S.C.
MISSION BELL SHOPPING CENTER
WEST PALM BEACH
THE SHOPS AT WEST MELBOURNE
AUGUSTA
MARKET AT HAYNES BRIDGE
EMBRY VILLAGE
SAVANNAH
SAVANNAH
CHATHAM PLAZA
KIHEI CENTER
CLIVE
KDI-METRO CROSSING
SOUTHDALE SHOPPING CENTER
1
3
2
DES MOINES
DUBUQUE
WATERLOO
NAMPA (HORSHAM) FUTURE DEV.
AURORA, N. LAKE
BLOOMINGTON
BELLEVILLE, WESTFIELD PLAZA
BRADLEY
CALUMET CITY
COUNTRYSIDE
CHICAGO
CHAMPAIGN, NEIL ST.
ELSTON
S. CICERO
CRYSTAL LAKE, NW HWY
108 WEST GERMANIA PLACE
168 NORTH MICHIGAN AVENUE
BUTTERFIELD SQUARE
DOWNERS PARK PLAZA
DOWNER GROVE
ELGIN
FOREST PARK
FAIRVIEW HTS,
BELLVILLE RD.
GENEVA
LAKE ZURICH PLAZA
MATTERSON
MT. PROSPECT
MUNDELEIN, S. LAKE
NORRIDGE
NAPERVILLE
1,617,564
—
254,961
1,283,400
1,832,732
2,109,677
1,280,440
5,220,445
2,192,331
5,056,426
550,896
2,200,000
1,482,564
4,880,659
18,147,054
2,052,270
652,255
13,390,238
3,406,707
500,525
3,013,647
1,720,330
500,525
—
500,525
6,501,240
2,059,908
805,521
—
500,422
1,479,217
—
—
230,519
1,010,375
—
179,964
2,393,894
3,373,318
1,601,960
2,510,455
811,778
842,555
—
—
500,422
233,698
950,515
1,017,345
1,127,720
—
669,483
—
917,360
828,465
5,133,544
9,523,261
8,415,323
5,133,825
16,884,228
8,774,158
11,843,119
2,298,964
8,829,541
5,928,122
21,549,424
33,009,514
8,232,978
2,616,522
35,115,882
7,663,360
2,002,101
—
6,916,294
2,559,019
2,152,476
2,002,101
—
9,531,721
2,222,353
5,372,253
2,001,687
8,815,760
4,770,671
2,687,046
1,285,460
5,692,211
1,541,560
1,025,811
7,366,681
10,119,953
6,637,926
10,164,494
4,322,956
2,108,674
2,335,884
11,866,880
12,917,712
1,265,023
6,292,319
6,572,176
5,826,129
2,918,315
4,464,998
2,639
1,266,811
1,747,305
3,454,440
6,099,490
867,525
2,852,969
2,013,247
733,099
8,572,868
1,404,607
4,631,249
2,176,418
(0)
0
1,415,414
4,907,280
0
598,386
(0)
23,890,355
3,037,170
37,079
10,848
2,869,100
11,919,815
308,208
5,325,672
65,163
424,877
13,397,758
1,137,295
684,690
725,493
0
149,202
120,440
375,162
625,963
(3,480,427)
630,953
1,740,669
1,528,114
(0)
1,906,567
85,521
4,168,145
10,527,541
3,555,566
77,350
(0)
80,672
1,620,203
—
254,961
1,399,525
1,832,732
2,109,677
1,280,440
5,220,445
2,192,331
5,067,033
550,896
2,200,000
1,482,564
4,880,659
18,147,054
2,052,270
652,256
13,390,238
3,406,707
500,525
2,294,414
1,720,330
500,525
—
500,525
10,874,179
2,059,908
805,521
—
500,422
1,479,216
1,101,670
—
230,519
1,010,375
—
180,269
2,393,894
3,373,318
1,182,677
2,510,455
811,778
527,168
—
—
500,422
233,698
950,514
1,017,345
1,129,634
—
669,483
2,184,171
2,575,770
8,471,859
15,622,750
9,282,848
7,986,794
18,897,475
9,507,257
20,405,380
3,703,571
13,460,790
8,104,540
21,549,424
33,009,514
9,648,392
7,523,801
35,115,882
8,261,745
2,002,101
24,609,588
9,953,464
2,596,098
2,163,324
4,871,201
7,546,876
9,839,929
7,548,025
5,437,416
2,426,564
22,213,519
4,806,296
3,371,736
2,010,953
5,692,211
1,690,762
1,145,946
7,741,844
10,745,915
3,576,782
10,795,448
6,063,624
3,952,174
2,335,884
13,773,447
13,003,233
5,433,168
16,819,861
10,127,741
5,901,565
2,918,315
4,545,670
1,620,203
2,184,171
2,830,731
9,871,384
17,455,483
11,392,525
9,267,234
24,117,920
11,699,588
25,472,413
4,254,467
15,660,790
9,587,104
26,430,082
51,156,569
11,700,662
8,176,057
48,506,121
11,668,453
2,502,626
26,904,002
11,673,794
3,096,623
2,163,324
5,371,726
18,421,055
11,899,837
8,353,546
5,437,416
2,926,986
23,692,735
5,907,966
3,371,736
2,241,472
6,702,586
1,690,762
1,326,215
10,135,737
14,119,233
4,759,459
13,305,903
6,875,403
4,479,343
2,335,884
13,773,447
13,503,655
5,666,866
17,770,375
11,145,087
7,031,199
2,918,315
5,215,153
871,764
1,901,640
3,876,721
7,537,306
3,307,348
2,509,321
4,668,738
2,407,020
3,362,371
1,011,859
3,379,173
2,401,480
2,048,989
2,403,704
3,765,654
1,042,365
2,889,084
4,354,641
663,090
2,047,026
838,040
617,610
5,520
1,649,342
2,562,752
4,547,862
1,435,123
775,980
3,576,521
1,341,823
914,007
382,149
1,508,051
486,232
297,828
1,043,546
2,843,030
1,630,658
2,658,847
674,191
3,468,512
3,583,761
3,783,376
2,743,788
1,571,136
836,663
1,253,873
1,620,203
1,312,407
929,091
5,994,664
9,918,177
8,085,178
6,757,913
19,449,182
9,292,568
22,110,042
3,242,608
12,281,617
7,185,624
24,381,093
48,752,865
7,935,007
7,133,692
45,617,036
7,313,811
1,839,536
26,904,002
9,626,768
2,258,583
1,545,714
5,366,206
16,771,713
9,337,085
3,805,684
4,002,293
2,151,006
20,116,214
4,566,143
2,457,729
1,859,323
5,194,535
1,204,530
1,028,387
10,135,737
14,119,233
3,715,912
10,462,873
5,244,744
1,820,496
1,661,692
10,304,935
9,919,894
5,666,866
13,986,998
8,401,298
5,460,064
2,081,652
3,961,280
2007(A)
1968(C)
2008(A)
1989(A)
1989(A)
1994(A)
1995(A)
1997(A)
1998(A)
2004(A)
1995(A)
1998(A)
1995(A)
2008(A)
2008(A)
1993(A)
1995(A)
2008(A)
2006(A)
1996(A)
2006(C)
1999(A)
1996(A)
1997(A)
1996(A)
2005(C)
1998(A)
1972(C)
1998(A)
1996(A)
1997(A)
1997(A)
1997(A)
1998(A)
1997(A)
1997(A)
1998(A)
2008(A)
2008(A)
1998(A)
1999(A)
1997(A)
1972(C)
1997(A)
1998(A)
1996(A)
2005(A)
1997(A)
1997(A)
1998(A)
1997(A)
1997(A)
15,727,304
31,081,683
29,779,657
19,829,047
2,847,162
12,092,632
8,568,108
2,483,687
INITIAL COST
LAND
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
1
3
3
OTTAWA
ORLAND PARK, S. HARLEM
OAK LAWN
OAKBROOK TERRACE
PEORIA
FREESTATE BOWL
ROCKFORD CROSSING
ROUND LAKE BEACH PLAZA
SKOKIE
KRC STREAMWOOD
WOODGROVE FESTIVAL
WAUKEGAN PLAZA
PLAZA EAST
GREENWOOD
GRIFFITH
LAFAYETTE
LAFAYETTE
KRC MISHAWAKA 895
MERRILLVILLE PLAZA
SOUTH BEND, S. HIGH ST.
OVERLAND PARK
BELLEVUE
LEXINGTON
PADUCAH MALL, KY
HAMMOND AIR PLAZA
KIMCO HOUMA 274, LLC
CENTRE AT WESTBANK
LAFAYETTE
111-115 NEWBURY
493-495 COMMONWEALTH AVENUE
127-129 NEWBURY LLC
497 COMMONWEALTH AVE.
GREAT BARRINGTON
SHREWSBURY SHOPPING CENTER
WILDE LAKE
LYNX LANE
CLINTON BANK BUILDING
CLINTON BOWL
VILLAGES AT URBANA
GAITHERSBURG
HAGERSTOWN
SHAWAN PLAZA
LAUREL
LAUREL
LANDOVER CENTER
SOUTHWEST MIXED
USE PROPERTY
NORTH EAST STATION
OWINGS MILLS PLAZA
PERRY HALL
TIMONIUM SHOPPING CENTER
WALDORF BOWL
WALDORF FIRESTONE
137,775
476,972
1,530,111
1,527,188
—
252,723
4,575,990
790,129
—
181,962
5,049,149
349,409
1,236,149
423,371
—
230,402
812,810
378,088
197,415
183,463
1,183,911
405,217
1,675,031
—
3,813,873
1,980,000
9,554,230
2,115,000
3,551,989
1,151,947
2,947,063
405,007
642,170
1,284,168
1,468,038
1,019,035
82,967
39,779
3,190,074
244,890
541,389
4,466,000
349,562
274,580
—
403,034
869,385
303,911
3,339,309
6,000,000
225,099
57,127
784,269
2,764,775
8,776,631
8,679,108
5,081,290
998,099
11,654,021
1,634,148
2,276,360
1,057,740
20,822,993
883,975
4,944,597
1,883,421
2,495,820
1,305,943
3,252,269
1,999,079
765,630
1,070,401
6,335,308
1,743,573
6,848,209
924,085
15,260,609
7,945,784
24,401,082
8,508,218
10,819,763
5,798,705
8,841,188
1,196,594
2,547,830
5,284,853
5,869,862
4,091,894
362,371
130,716
6,067
6,787,534
2,165,555
20,222,367
1,398,250
1,100,968
—
1,325,126
—
1,370,221
12,377,339
24,282,998
739,362
221,621
700,540
1,138,940
428,262
2,984,607
2,403,560
(0)
0
534,312
9,488,382
216,585
2,540,473
2,202,841
3,197,217
1,980,964
981,912
169,272
4,039,886
3,956,694
276,701
196,857
142,374
218,844
5,413,088
0
1,913,436
313,024
0
9,501,396
380,408
(1,935,940)
369,792
628,194
7,255,207
4,574,613
101,365
76,423
(0)
4,247
10,538,379
230,545
3,380,081
5,925
1,023,918
283,421
57,007
306,510
—
(160,247)
942,171
14,531,906
84,327
(0)
137,775
476,972
1,530,111
1,527,188
—
252,723
4,575,990
790,129
2,628,440
181,962
5,049,149
349,409
1,140,849
584,445
1,001,100
230,402
2,379,198
378,730
197,415
183,463
1,185,906
405,217
1,551,079
—
3,813,873
1,980,000
9,554,230
3,678,274
3,551,989
746,940
2,947,063
405,007
751,124
1,284,168
1,468,038
1,019,035
82,967
38,779
4,828,774
244,890
541,389
4,466,000
349,562
274,580
57,007
361,035
869,385
303,911
3,339,309
7,331,195
235,099
57,127
1,484,809
3,903,714
9,204,894
11,663,715
7,484,850
998,099
11,654,021
2,168,460
9,136,303
1,274,324
23,363,466
3,086,816
8,237,114
3,703,311
2,476,632
1,475,215
5,725,767
5,955,130
1,042,331
1,267,258
6,475,686
1,962,416
12,385,249
924,085
17,174,046
8,258,808
24,401,082
16,446,339
11,200,171
4,267,773
9,210,979
1,824,788
9,694,083
9,859,466
5,971,227
4,168,317
362,371
135,963
8,905,747
7,018,079
5,545,637
20,228,292
2,422,168
1,384,389
1,673,635
1,209,973
13,319,510
37,483,709
813,688
221,621
1,622,584
4,380,687
10,735,004
13,190,903
7,484,850
1,250,822
16,230,011
2,958,589
11,764,742
1,456,287
28,412,615
3,436,225
9,377,963
4,287,756
3,477,732
1,705,617
8,104,965
6,333,861
1,239,746
1,450,721
7,661,593
2,367,634
13,936,328
924,085
20,987,918
10,238,808
33,955,313
20,124,614
14,752,160
5,014,713
12,158,042
2,229,795
10,445,207
11,143,633
7,439,265
5,187,352
445,338
174,742
13,734,520
7,262,969
6,087,025
24,694,292
2,771,730
1,658,969
57,007
2,034,670
869,385
1,513,885
16,658,819
44,814,904
1,048,787
278,749
993,427
943,314
2,531,517
2,851,915
1,880,344
428,159
789,108
98,220
1,812,867
311,339
6,105,973
2,357,230
2,728,376
721,179
1,361,425
1,464,701
533,100
13,444
314,999
1,690,186
1,798,696
4,636,456
336,087
4,981,220
1,912,389
1,458,569
4,285,830
2,819,762
1,942,200
1,056,316
756,981
221,551
65,937
75,483
1,630,825
2,689,533
4,695,867
1,030,524
1,336,795
711,713
641
3,072,999
10,869,947
245,458
68,848
629,157
3,437,372
8,203,487
10,338,988
5,604,506
822,663
15,440,903
2,860,368
9,951,876
1,144,947
22,306,642
3,436,225
7,020,732
1,559,380
2,756,552
344,192
6,640,264
5,800,761
1,226,302
1,135,722
5,971,407
568,938
9,299,872
587,999
16,006,698
8,326,419
32,496,743
20,124,614
10,466,329
5,014,713
12,158,042
2,229,795
7,625,445
9,201,434
6,382,949
4,430,372
223,787
108,806
13,659,038
5,632,144
3,397,492
19,998,425
1,741,206
322,174
57,007
1,322,957
869,385
1,513,244
13,585,820
33,944,957
803,330
209,901
13,750,014
11,286,777
7,013,609
21,134,221
11,535,735
7,910,308
2008(A)
1998(A)
1997(A)
1997(A)
1997(A)
2003(A)
2008(A)
2005(A)
1997(A)
1998(A)
1998(A)
2005(A)
1995(A)
1970(C)
1997(A)
1971(C)
1997(A)
1998(A)
2005(A)
1998(A)
1998(A)
1976(A)
1993(A)
1998(A)
1997(A)
1999(A)
2008(A)
1997(A)
2007(A)
2008(A)
2007(A)
2008(A)
1994(A)
2000(A)
2002(A)
2002(A)
2003(A)
2003(A)
2003(A)
1999(A)
1973(C)
2008(A)
1995(A)
1972(C)
2003(A)
2003(A)
2008(A)
2005(A)
2003(A)
2003(A)
2003(A)
2003(A)
INITIAL COST
LAND
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
1
3
4
BANGOR, ME
MALLSIDE PLAZA
CLAWSON
WHITE LAKE
CANTON TWP PLAZA
CLINTON TWP PLAZA
DEARBORN HEIGHTS PLAZA
FARMINGTON
LIVONIA
MUSKEGON
OKEMOS PLAZA
TAYLOR
WALKER
EDEN PRAIRIE PLAZA
FOUNTAINS AT
ARBOR LAKES
ROSEVILLE PLAZA
ST. PAUL PLAZA
BRIDGETON
403,833
6,930,996
1,624,771
2,300,050
163,740
175,515
162,319
1,098,426
178,785
391,500
166,706
1,451,397
3,682,478
882,596
28,585,296
132,842
699,916
—
CREVE COEUR, WOODCREST/OLIVE
1,044,598
CRYSTAL CITY, MI
INDEPENDENCE,
NOLAND DR.
NORTH POINT SHOPPING CENTER
KIRKWOOD
KANSAS CITY
LEMAY
GRAVOIS
ST. CHARLES-UNDERDEVELOPED
LAND, MO
SPRINGFIELD
KMART PARCEL
KRC ST. CHARLES
ST. LOUIS, CHRISTY BLVD.
OVERLAND
ST. LOUIS
ST. LOUIS
ST. PETERS
SPRINGFIELD,
GLENSTONE AVE.
KDI-TURTLE CREEK
CHARLOTTE
CHARLOTTE
TYVOLA RD.
CROSSROADS PLAZA
KIMCO CARY 696, INC.
LONG CREEK S.C.
DURHAM
HILLSBOROUGH CROSSING
SHOPPES AT MIDWAY PLANTATION
PARK PLACE
MOORESVILLE CROSSING
RALEIGH
WAKEFIELD COMMONS II
—
1,728,367
1,935,380
—
574,777
125,879
1,032,416
431,960
2,745,595
905,674
—
809,087
—
—
—
1,182,194
—
11,535,281
919,251
1,783,400
—
767,864
2,180,000
4,475,000
1,882,800
519,395
6,681,212
5,461,479
12,013,727
5,208,885
6,506,450
1,622,331
18,148,727
6,578,142
9,249,607
926,150
714,279
497,791
4,525,723
925,818
958,500
591,193
5,806,263
14,730,060
911,373
66,699,024
957,340
623,966
2,196,834
5,475,623
234,378
8,951,101
7,800,746
9,704,005
2,971,191
503,510
4,455,514
—
10,985,778
3,666,386
550,204
4,430,514
4,928,677
5,756,736
2,766,644
7,423,459
608,793
—
3,570,981
7,139,131
4,736,345
3,098,881
8,756,865
7,551,576
—
—
16,163,494
30,604,173
20,885,792
—
93,752
0
8,567,622
2,078,887
5,249,730
1,195,597
(189,266)
3,172,458
1,160,112
825,035
1,122,060
275,289
2,073,718
559,411
8,157,765
4,676,301
170,050
(0)
615,905
0
23,846
333,350
11,311,158
274,976
3,767,981
10,964,528
758,854
5,973,003
4,933,942
—
2,041,041
723,008
849,684
143,298
7,008,779
1,815,983
32,252,199
1,074,184
989,689
5,917,962
34,566
441,126
2,263,532
1,602,386
(0)
18,973,916
(0)
(882,021)
11,816,275
(2,708,102)
403,833
6,930,996
1,624,771
2,300,050
163,740
175,515
135,889
1,098,426
178,785
391,500
166,706
1,451,397
3,682,478
882,596
1,716,083
18,148,727
15,145,765
11,328,494
6,175,879
1,909,875
334,955
7,698,181
2,085,930
1,783,535
1,713,252
6,081,552
16,803,778
1,470,784
2,119,916
25,079,723
16,770,535
13,628,544
6,339,620
2,085,390
470,844
8,796,607
2,264,715
2,175,035
1,879,959
7,532,949
20,486,256
2,353,380
307,241
2,112,229
3,449,417
3,523,980
130,290
195,475
2,606,021
910,708
1,539,336
25,920
2,334,095
6,176,914
47,818
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
1,812,675
22,967,494
13,321,118
10,104,564
6,209,330
1,889,915
470,844
6,190,586
1,354,007
635,700
1,854,038
5,198,855
14,309,342
2,305,561
ENCUMBRANCES
15,223,681
715,801
28,585,296
74,856,788
103,442,084
4,543,434
98,898,650
132,842
699,916
—
960,814
—
1,731,300
1,935,380
—
574,777
451,155
1,032,412
431,960
2,904,022
905,674
—
809,087
—
—
—
5,633,641
794,016
2,196,834
6,175,312
234,378
8,972,014
8,134,096
21,015,163
3,246,167
3,946,215
15,420,046
758,855
16,800,354
8,600,328
550,204
6,471,555
5,651,686
6,606,420
2,909,942
5,766,483
1,493,932
2,196,834
7,136,126
234,378
10,703,314
10,069,476
21,015,163
3,820,944
4,397,370
16,452,458
1,190,814
19,704,376
9,506,001
550,204
7,280,642
5,651,686
6,606,420
2,909,942
1,053,694
14,560,738
15,614,432
—
10,150,881
919,251
1,783,400
—
767,864
2,256,799
4,475,000
1,882,800
519,395
5,403,673
5,461,479
11,625,801
5,208,885
2,357,636
2,424,776
33,636,599
4,645,165
8,128,820
10,654,307
3,133,447
9,121,193
2,263,532
9,153,962
20,251,455
16,163,494
30,110,078
32,702,067
1,440,712
2,424,776
43,787,480
5,564,416
9,912,220
10,654,307
3,901,310
11,377,991
6,738,532
11,036,762
519,395
25,655,128
21,624,973
41,735,879
37,910,952
3,798,348
98,931
24,719
633,732
1,637,344
61,258
2,420,491
2,065,687
6,742,371
911,957
755,329
6,630,360
151,732
5,147,113
1,374,421
141,078
1,468,068
1,586,878
1,846,992
823,442
6,559,826
511,336
367,819
1,567,945
3,065,410
6,351,252
695,270
2,480,181
2,864,050
271,338
884,995
1,435,097
9,635,948
19,506
5,667,552
1,469,213
1,563,101
5,498,782
173,120
8,282,824
8,003,789
14,272,791
2,908,986
3,642,041
9,822,098
1,039,083
14,557,263
8,131,580
409,126
5,812,575
4,064,808
4,759,428
2,086,500
9,054,605
1,913,440
43,419,660
3,996,471
6,846,810
4,303,055
3,206,040
8,897,810
6,738,532
8,172,711
519,395
25,383,790
20,739,978
40,300,783
28,275,004
3,778,842
2,348,156
30,140,815
4,299,848
23,274,374
13,821,500
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
2001(A)
2008(A)
1993(A)
1996(A)
2005(A)
2005(A)
2005(A)
1993(A)
1968(C)
1985(A)
2005(A)
1993(A)
1993(A)
2005(A)
2006(A)
2005(A)
2005(A)
1997(A)
1998(A)
1997(A)
1998(A)
1998(A)
1998(A)
1997(A)
1974(C)
2008(A)
1998(A)
1994(A)
2002(A)
1998(A)
1998(A)
1997(A)
1997(A)
1997(A)
1997(A)
1998(A)
2004(C)
2008(A)
1993(A)
1986(A)
2000(A)
1998(A)
2008(A)
1996(A)
2003(A)
2005(C)
2008(A)
2007(A)
1993(A)
2001(C)
INITIAL COST
LAND
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
1
3
5
WAKEFIELD CROSSINGS
EDGEWATER PLACE
WINSTON-SALEM
SORENSON PARK PLAZA
LORDEN PLAZA
NEW LONDON CENTER
ROCKINGHAM
BRIDGEWATER NJ
BAYONNE BROADWAY
BRICKTOWN PLAZA
BRIDGEWATER PLAZA
CHERRY HILL
MARLTON PIKE
CINNAMINSON
EASTWINDOR VILLAGE
HILLSBOROUGH
HOLMDEL TOWNE CENTER
HOLMDEL COMMONS
HOWELL PLAZA
KENVILLE PLAZA
STRAUSS DISCOUNT AUTO
NORTH BRUNSWICK
PISCATAWAY
TOWN CENTER
RIDGEWOOD
SEA GIRT PLAZA
UNION CRESCENT
WESTMONT
WEST LONG BRANCH PLAZA
SYCAMORE PLAZA
PLAZA PASEO DEL-NORTE
JUAN TABO, ALBUQUERQUE
COMP USA CENTER
DEL MONTE PLAZA
D’ANDREA MARKETPLACE
KEY BANK BUILDING
BRIDGEHAMPTON
TWO GUYS AUTO GLASS
GENOVESE DRUG STORE
KINGS HIGHWAY
HOMEPORT-RALPH AVENUE
BELLMORE
STRAUSS CASTLE HILL PLAZA
STRAUSS UTICA AVENUE
3,413,932
3,150,000
540,667
5,104,294
8,872,529
4,323,827
2,660,915
1,982,481
1,434,737
344,884
350,705
2,417,583
—
652,123
9,335,011
11,886,809
10,824,624
16,537,556
311,384
385,907
1,225,294
3,204,978
3,851,839
450,000
457,039
7,895,483
601,655
64,976
1,404,443
4,653,197
1,141,200
2,581,908
2,489,429
11,556,067
1,500,000
1,811,752
105,497
564,097
2,743,820
4,414,466
1,272,269
310,864
347,633
MARKET AT BAY SHORE
12,359,621
BARNES AVE &
GUN HILL ROAD
231 STREET
5959 BROADWAY
KING KULLEN PLAZA
KDI-CENTRAL ISLIP
TOWN CENTER
PATHMARK SC
6,795,371
3,565,239
6,035,726
5,968,082
13,733,950
6,714,664
—
—
719,655
(3,020,914)
9,989,496
5,064,519
—
32,512,824
22,548,382
10,088,930
10,643,660
(3,666,959)
3,347,719
1,008,941
1,361,524
6,364,094
4,318,534
2,608,491
23,777,978
0
1,221,595
11,307,148
9,262,382
2,825,469
(307,857)
297,774
1,581,276
41,342
2,456,671
(0)
—
(6,880,755)
43,301,494
38,759,952
1,143,159
1,209,864
91,203
12,819,912
15,410,851
2,106,566
1,308,010
3,010,640
2,404,604
1,700,782
5,613,270
18,633,584
4,566,817
5,798,092
5,590,415
29,435,364
40,486,755
3,107,232
436,714
2,268,768
6,811,268
11,339,857
3,183,547
725,350
811,144
30,707,802
—
—
23,243,404
1,266,050
17,359,161
3,148,676
3,725,471
4,870,779
94
1,552,740
15,816,956
532,195
1,015,675
311,526
22,916,200
9,269,829
183,794
258,750
693,707
337,499
401,504
525,605
—
—
23,879,812
—
—
1,346,027
3,155,773
381,803
241,828
270,431
590,385
2,730
—
890,683
1,053,452
550,768
426,939
336,236
3,062,768
540,667
4,145,628
8,872,529
4,323,827
3,148,715
1,982,481
1,434,737
344,884
350,705
2,417,583
—
652,123
9,335,011
5,006,054
10,824,624
16,537,556
311,384
385,907
1,228,794
3,204,978
3,851,839
450,000
457,039
8,696,579
601,655
64,976
1,404,443
4,653,197
1,141,200
2,581,908
2,210,000
11,556,067
1,500,000
1,858,188
105,497
564,097
2,743,820
4,414,467
1,272,269
310,864
347,633
12,359,621
6,798,101
3,565,239
6,035,726
5,980,130
5,088,852
6,714,664
56,783
10,076,728
5,784,174
33,471,490
22,548,382
11,310,525
21,463,008
5,595,423
6,173,188
701,084
1,659,298
7,945,370
4,359,876
5,065,162
23,777,978
46,450,170
42,485,423
6,013,938
1,209,958
1,640,443
28,636,868
15,943,046
3,122,241
1,619,536
25,125,744
11,674,433
1,884,576
5,872,020
19,327,291
4,904,316
6,199,596
6,395,449
29,435,364
40,486,755
26,940,607
436,714
2,268,768
8,157,294
14,495,630
3,565,350
967,178
1,081,575
31,298,187
890,683
24,284,808
10,461,916
17,786,100
393,019
13,139,496
6,324,841
37,617,118
31,420,911
15,634,352
24,611,723
7,577,904
7,607,924
1,045,968
2,010,003
10,362,953
4,359,876
5,717,285
33,112,989
5,006,054
57,274,794
59,022,979
6,325,322
1,595,865
2,869,237
31,841,846
19,794,885
3,572,241
2,076,575
33,822,323
12,276,088
1,949,552
7,276,463
23,980,488
6,045,516
8,781,504
8,605,450
40,991,432
41,986,755
28,798,796
542,211
2,832,865
10,901,115
18,910,097
4,837,619
1,278,042
1,429,208
43,657,808
6,798,101
3,565,239
6,926,409
30,264,938
15,550,768
24,500,764
167,536
2,564,550
586,979
1,323,847
6,672,900
2,891,728
735,246
5,111,744
1,367,194
1,901,715
455,966
6,983,919
7,248,515
61,326
72,473
229,118
8,529,050
4,280,309
984,769
42,327
108,983
3,488,781
1,691,739
5,247,984
1,310,594
3,279,385
757,924
1,267,798
4,454,488
12,318,665
64,408
335,047
1,255,837
1,728,967
512,523
105,878
118,401
4,504,766
7,063,980
82,858
1,611,137
393,019
12,971,960
3,760,291
37,617,118
30,833,932
14,310,505
17,938,823
4,686,176
6,872,678
1,045,968
2,010,003
5,251,209
2,992,682
3,815,570
32,657,023
5,006,054
50,290,875
51,774,464
6,263,997
1,523,392
2,640,119
23,312,795
15,514,576
2,587,472
2,034,248
33,713,340
8,787,307
1,949,552
5,584,724
18,732,503
4,734,923
5,502,119
7,847,526
39,723,634
37,532,267
16,480,131
477,802
2,497,818
9,645,277
17,181,130
4,325,095
1,172,164
1,310,808
39,153,042
6,798,101
3,565,239
6,926,409
23,200,958
15,467,911
22,889,627
10,430,000
23,704,437
19,762,615
3,366,462
4,439,386
16,350,652
28,936,115
5,788,539
732,512
4,875,000
9,380,000
7,217,824
2001(C)
2003(C)
1969(C)
2005(C)
2008(A)
2005(A)
2008(A)
1998(C)
2004(A)
2005(A)
2005(A)
1985(C)
1996(A)
1996(A)
2008(A)
2001(C)
2002(A)
2004(A)
2005(A)
2005(A)
2002(A)
1994(A)
1998(A)
1993(A)
2005(A)
2007(A)
1994(A)
2005(A)
1998(A)
1998(A)
1998(A)
2006(A)
2006(A)
2007(A)
2006(A)
1972(C)
2003(A)
2003(A)
2004(A)
2004(A)
2004(A)
2005(A)
2005(A)
2006(A)
2007(A)
2007(A)
2008(A)
1998(A)
2004(C)
2006(A)
INITIAL COST
1
3
6
BIRCHWOOD PLAZA COMMACK
ELMONT
FRANKLIN SQUARE
KISSENA BOULEVARD SC
HAMPTON BAYS
HICKSVILLE
100 WALT WHITMAN ROAD
BP AMOCO GAS STATION
STRAUSS LIBERTY AVENUE
BIRCHWOOD PLAZA (NORTH &
SOUTH)
501 NORTH BROADWAY
MERRYLANE (P/L)
DOUGLASTON SHOPPING CENTER
STRAUSS MERRICK BLVD
MANHASSET
VENTURE LLC
MASPETH QUEENS-DUANE READE
MASSAPEQUA
BIRCHWOOD PARK DRIVE (LAND
LOT)
367-369 BLEEKER STREET
92 PERRY STREET
82 CHRISTOPHER STREET
387 BLEEKER STREET
19 GREENWICH STREET
PREF. EQUITY 100 VANDAM
PREF. EQUITY-30 WEST
21ST STREET
MINEOLA SC
4452 BROADWAY
AMERICAN MUFFLER SHOP
PLAINVIEW
POUGHKEEPSIE
STRAUSS JAMAICA AVENUE
SYOSSET, NY
STATEN ISLAND
STATEN ISLAND
STATEN ISLAND PLAZA
HYLAN PLAZA
STOP N SHOP STATEN ISLAND
WEST GATES
WHITE PLAINS
YONKERS
STRAUSS ROMAINE AVENUE
AKRON WATERLOO
WEST MARKET ST.
BARBERTON
BRUNSWICK
BEAVERCREEK
CANTON
CAMBRIDGE
MORSE RD.
HAMILTON RD.
LAND
3,630,000
3,011,658
1,078,541
11,610,000
1,495,105
3,542,739
5,300,000
1,110,593
305,969
12,368,330
—
1,485,531
3,277,254
450,582
4,567,003
1,872,013
1,880,816
3,507,162
1,425,000
2,106,250
972,813
925,000
1,262,500
5,125,000
6,250,000
4,150,000
12,412,724
76,056
263,693
876,548
1,109,714
106,655
2,280,000
2,940,000
5,600,744
28,723,536
4,558,592
1,784,718
1,777,775
871,977
782,459
437,277
560,255
505,590
771,765
635,228
792,985
—
835,386
856,178
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
4,774,791
7,606,066
2,516,581
2,933,487
5,979,320
8,266,375
8,167,577
—
713,927
33,071,495
1,175,543
1,749
13,161,218
1,051,359
26,302
2,204,704
2,641,095
1,519
1,464,586
1,142,648
1,968
539
238,695
235,087
607
539
3,127,094
351,513
19,165,808
25,677,593
4,827,940
4,388,549
4,126
4,958,097
6,318,750
2,974,676
3,056,933
3,930,801
16,143,321
21,974,274
7,520,692
—
325,567
584,031
4,695,659
2,589,333
76,197
9,027,951
11,811,964
6,788,460
38,232,267
10,441,408
9,721,970
4,453,894
3,487,909
1,825,737
1,912,222
3,909,430
1,948,135
6,058,560
3,024,722
1,459,031
1,848,195
2,097,600
2,195,520
933,480
964,761
782
(4,604,498)
(4,294,055)
293,021
80,812
178,232
629,471
9,017,562
15,872
—
—
9,795,918
12,728,791
596,178
1,551,676
5,287,500
1,095,437
(2,507,303)
33,501,521
155,848
323,455
2,010,606
—
610,420
4,131,997
379,484
3,430,702
2,116,611
3,053,468
4,764,073
1,016,068
2,793,362
3,844,830
3,630,000
3,011,658
1,078,541
11,610,000
1,495,105
3,542,739
5,300,000
1,110,593
305,969
12,368,330
—
1,485,531
3,277,254
450,582
4,421,939
1,872,013
1,880,816
3,507,406
368,147
614,302
925,000
925,000
1,262,500
6,419,540
6,250,000
4,150,000
12,412,724
76,056
263,693
876,547
1,109,714
106,655
2,280,000
3,148,424
5,600,744
28,723,536
4,558,592
1,784,718
1,777,775
871,977
782,459
437,277
560,255
505,590
771,765
635,228
792,985
473,060
835,386
856,178
4,801,093
9,810,769
5,157,676
2,935,006
7,443,906
9,409,023
8,169,545
539
952,623
33,306,582
1,176,150
2,288
16,288,312
1,402,872
44,988,465
5,761,419
5,353,310
4,665
1,410,451
3,516,643
3,315,509
3,137,745
4,109,032
8,431,093
12,822,428
6,236,217
14,545,006
8,939,011
12,951,762
13,469,545
1,111,131
1,258,591
45,674,912
1,176,150
1,487,819
19,565,566
1,853,454
49,410,404
7,633,432
7,234,126
3,512,071
1,778,599
4,130,945
4,240,509
4,062,745
5,371,532
15,478,253
21,897,793
30,991,837
7,536,565
325,567
10,379,949
17,424,450
3,185,511
1,627,873
14,315,451
12,698,977
4,281,157
71,733,789
10,597,256
10,045,425
6,464,500
3,487,909
2,436,158
6,044,219
4,288,914
5,378,837
8,175,171
6,078,190
6,223,104
2,391,204
4,890,963
6,040,351
37,241,837
11,686,565
12,412,724
401,624
10,643,642
18,300,998
4,295,225
1,734,528
16,595,451
15,847,401
9,881,901
100,457,325
15,155,848
11,830,143
8,242,274
4,359,886
3,218,616
6,481,496
4,849,169
5,884,427
8,946,936
6,713,418
7,016,089
2,864,263
5,726,348
6,896,528
385,939
1,360,297
605,584
440,214
3,715,894
1,315,825
656,332
103,540
1,839,369
181,471
50
1,953,406
153,574
10,549,444
754,878
824,760
117
99,998
260,740
271,325
228,488
240,520
948,229
691,814
47,948
4,314,265
7,265,984
346,160
829,512
7,508,091
3,551,974
13,721,604
2,237,642
4,435,364
1,061,940
1,402,965
266,688
2,656,944
2,559,248
2,973,677
5,985,101
4,242,297
4,351,082
2,037,448
2,851,707
3,394,934
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
8,045,155
11,462,131
5,630,633
14,104,792
5,223,116
11,635,937
12,813,213
1,111,131
1,155,052
43,835,543
994,679
1,487,769
17,612,160
1,699,881
38,860,960
6,878,555
6,409,365
3,511,954
1,678,601
3,870,205
3,969,184
3,834,257
5,131,012
20,949,563
37,241,837
10,994,751
12,412,724
353,676
6,329,376
11,035,014
3,949,065
905,016
9,087,359
12,295,427
9,881,901
86,735,720
12,918,206
7,394,779
7,180,334
2,956,921
2,951,928
3,824,551
2,289,921
2,910,749
2,961,836
2,471,121
2,665,007
826,816
2,874,642
3,501,595
ENCUMBRANCES
3,313,818
2,632,896
3,007,062
2,933,897
4,038,855
16,400,000
20,713,296
8,700,000
3,364,888
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
2007(A)
2004(A)
2004(A)
2007(A)
1989(A)
2004(A)
2007(A)
2007(A)
2005(A)
2007(A)
2007(A)
2007(A)
2003(A)
2005(A)
1999(A)
2004(A)
2004(A)
2007(A)
2008(A)
2008(A)
2005(A)
2008(A)
2006(A)
2006(A)
2007(A)
2007(A)
2007(A)
2003(A)
1969(C)
1972(C)
2005(A)
1990(C)
1989(A)
1997(A)
2005(A)
2006(A)
2005(A)
1993(A)
2004(A)
1998(A)
2005(A)
1975(C)
1999(A)
1972(C)
1975(C)
1986(A)
1972(C)
1973(C)
1988(A)
1988(A)
INITIAL COST
LAND
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
1
3
7
OLENTANGY RIVER RD.
W. BROAD ST.
RIDGE ROAD
GLENWAY AVE
SPRINGDALE
GLENWAY CROSSING
HIGHLAND RIDGE PLAZA
HIGHLAND PLAZA
MONTGOMERY PLAZA
SHILOH SPRING RD.
OAKCREEK
SALEM AVE.
KETTERING
KENT, OH
KENT
MENTOR
MIDDLEBURG HEIGHTS
MENTOR ERIE COMMONS.
MALLWOODS CENTER
NORTH OLMSTED
ORANGE OHIO
UPPER ARLINGTON
WICKLIFFE
CHARDON ROAD
WESTERVILLE
EDMOND
CENTENNIAL PLAZA
KDI-MCMINNVILLE
ALLEGHENY
SUBURBAN SQUARE
CHIPPEWA
BROOKHAVEN PLAZA
CARNEGIE
CENTER SQUARE
WAYNE PLAZA
CHAMBERSBURG CROSSING
EAST STROUDSBURG
RIDGE PIKE PLAZA
EXTON
EXTON
EASTWICK
EXTON PLAZA
FEASTERVILLE
GETTYSBURG
HARRISBURG, PA
HAMBURG
HAVERTOWN
NORRISTOWN
NEW KENSINGTON
PHILADELPHIA
GALLERY, PHILADELPHIA PA
PHILADELPHIA PLAZA
STRAUSS WASHINGTON AVENUE
764,517
982,464
1,285,213
530,243
3,205,653
699,359
1,540,000
702,074
530,893
—
1,245,870
665,314
1,190,496
6,254
2,261,530
503,981
639,542
2,234,474
294,232
626,818
3,783,875
504,256
610,991
481,167
1,050,431
477,036
4,650,634
4,062,327
—
70,679,871
2,881,525
254,694
—
731,888
6,127,623
9,090,288
1,050,000
1,525,337
176,666
731,888
889,001
294,378
520,521
74,626
452,888
439,232
731,888
686,134
521,945
731,888
—
209,197
424,659
1,833,600
3,929,856
4,712,358
3,788,189
14,619,732
3,112,047
6,178,398
667,463
1,302,656
1,735,836
4,339,637
347,818
4,761,984
3,028,914
—
2,455,926
3,783,096
9,648,000
—
3,712,045
2,340,830
3,177,920
10,644,217
527,010
4,814,341
1,247,339
918,079
76,380
3,225,406
3,283,247
4,168,866
5,443,143
716,243
—
0
2,258,691
29,683
5,395,316
1,184,543
35,000
—
(2,358,060)
2,198,476
2,471,965
5,947,751
4,201,616
3,591,493
18,604,307
—
30,061,177
166,351,381
11,526,101
973,318
3,298,908
2,927,551
15,605,012
—
2,372,628
4,251,732
4,895,360
2,927,551
2,762,888
1,404,778
2,082,083
671,630
6,665,238
—
2,927,551
2,664,535
2,548,322
2,927,551
—
1,373,843
990,872
9,003,673
1,717,378
2,475,096
8,075,501
8,900
1,263,395
452,378
59,094
3,452,809
153,289
(61,414)
17,747
1,238,976
(0)
25,248,075
1,243,804
—
—
0
3,074,728
1,064,664
38,691
101,519
3,961,636
2,023,428
0
3,355,299
676,040
0
42,000
14,888
468,821
764,517
969,804
1,285,213
530,243
3,205,653
699,359
1,540,000
702,074
530,893
1,105,183
1,149,622
665,314
1,190,496
6,254
2,261,530
371,295
639,542
2,234,474
294,232
626,818
921,704
1,255,544
713,518
481,167
947,904
477,036
4,650,634
4,062,327
—
71,279,871
2,881,525
254,694
—
731,888
6,127,623
8,790,288
1,050,000
1,525,337
176,666
731,888
889,001
294,378
520,521
74,626
452,888
494,982
731,888
774,084
521,945
731,888
—
209,197
424,659
4,174,430
7,120,436
15,356,575
4,315,198
19,434,073
4,359,386
7,096,477
743,843
4,528,062
3,913,901
8,604,751
5,790,961
5,478,227
3,028,914
4,847,303
3,812,779
15,043,316
1,184,543
3,747,045
504,111
10,450,861
4,086,816
8,422,846
12,379,644
3,600,393
19,867,702
452,378
30,120,271
169,204,190
11,679,391
911,903
3,316,655
4,166,527
15,605,012
25,548,075
3,616,432
4,251,732
4,895,360
2,927,551
5,837,616
2,469,442
2,120,774
773,149
4,938,947
8,090,240
16,641,788
4,845,441
22,639,726
5,058,745
8,636,477
1,445,917
5,058,955
5,019,083
9,754,373
6,456,275
6,668,723
3,035,168
2,261,530
5,218,598
4,452,321
17,277,790
1,478,775
4,373,862
1,425,815
11,706,405
4,800,334
8,904,014
13,327,548
4,077,429
24,518,336
4,514,705
30,120,271
240,484,061
14,560,916
1,166,598
3,316,655
4,898,415
21,732,635
34,338,364
4,666,432
5,777,069
5,072,026
3,659,439
6,726,617
2,763,820
2,641,295
847,775
10,626,874
11,079,762
1,967,677
2,927,551
5,931,884
3,224,362
2,927,551
42,000
1,388,731
1,459,693
2,462,660
3,659,439
6,705,968
3,746,307
3,659,439
42,000
1,597,928
1,884,352
2,923,058
3,933,513
4,732,364
2,664,482
9,555,236
830,163
1,487,402
28,367
46,613
2,625,413
5,338,066
3,074,028
3,309,846
1,577,413
2,524,254
2,262,619
7,077,536
187,635
2,172,951
6,604,670
1,277,373
3,808,952
5,548,329
1,003,989
5,686,083
3,538,019
10,957,887
2,687,860
3,510
765,382
1,483,557
441,928
655,197
2,844,993
171,256
1,129,699
925,807
1,672,285
23,845
657,623
747,005
5,786,684
341,125
925,807
3,817,006
2,846,157
925,807
11,308
159,853
2,015,889
4,156,728
11,909,424
2,180,959
13,084,490
4,228,582
7,149,075
1,417,550
5,012,342
2,393,671
4,416,307
3,382,247
3,358,877
1,457,755
2,261,530
2,694,344
2,189,702
10,200,254
1,291,140
2,200,911
1,425,815
5,101,735
3,522,961
5,095,062
7,779,219
3,073,441
18,832,253
4,514,705
26,582,252
229,526,174
11,873,056
1,163,087
2,551,273
3,414,858
21,290,707
33,683,167
1,821,439
5,605,813
3,942,328
2,733,632
5,054,332
2,739,976
1,983,672
100,770
5,293,077
2,121,535
2,733,632
2,888,962
900,150
2,733,632
30,692
1,597,928
1,724,499
117,000,000
8,911,011
14,288,894
4,465,434
2,349,818
1988(A)
1988(A)
1992(A)
1999(A)
1992(A)
2000(A)
1999(A)
2005(A)
2005(A)
1969(C)
1984(A)
1988(A)
1988(A)
1999(A)
1995(A)
1987(A)
1999(A)
1988(A)
1999(C)
1999(A)
2001(C)
2008(A)
1995(A)
1999(A)
1988(A)
1997(A)
1998(A)
2006(C)
2004(A)
2007(A)
2000(A)
2005(A)
1999(A)
1996(A)
2008(A)
2006(C)
1973(C)
2008(A)
1999(A)
1996(A)
1997(A)
2005(A)
1996(A)
1986(A)
2002(A)
2000(C)
1996(A)
1984(A)
1986(A)
1996(A)
1996(A)
2005(A)
2005(A)
INITIAL COST
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
35 NORTH 3RD LLC
1628 WALNUT STREET
1701 WALNUT STREET
120-122 MARKET STREET
242-244 MARKET STREET
1401 WALNUT ST LOWER ESTATE
- UNIT A
1401 WALNUT ST LOWER ESTATE
- UNIT B
LAND
451,789
912,686
3,066,099
752,309
704,263
—
—
1831-33 CHESTNUT STREET
1,982,143
1429 WALNUT STREET-
COMMERCIAL
1805 WALNUT STREET UNIT A
RICHBORO
SPRINGFIELD
UPPER DARBY
WEST MIFFLIN
WHITEHALL
E. PROSPECT ST.
W. MARKET ST.
REXVILLE TOWN CENTER
PLAZA CENTRO - COSTCO
PLAZA CENTRO - MALL
PLAZA CENTRO - RETAIL
PLAZA CENTRO -
SAM’S CLUB
1
3
8
LOS COLOBOS - BUILDERS SQUARE
LOS COLOBOS - KMART
LOS COLOBOS I
LOS COLOBOS II
5,881,640
—
788,761
919,998
231,821
1,468,342
—
604,826
188,562
24,872,982
3,627,973
19,873,263
5,935,566
6,643,224
4,404,593
4,594,944
12,890,882
14,893,698
WESTERN PLAZA - MAYAQUEZ ONE
10,857,773
WESTERN PLAZA - MAYAGUEZ TWO
16,874,345
MANATI VILLA MARIA SC
PONCE TOWN CENTER
TRUJILLO ALTO PLAZA
2,781,447
14,432,778
12,053,673
MARSHALL PLAZA, CRANSTON RI
1,886,600
CHARLESTON
CHARLESTON
FLORENCE
GREENVILLE
NORTH CHARLESTON
N. CHARLESTON
MADISON
HICKORY RIDGE COMMONS
TROLLEY STATION
RIVERGATE STATION
MARKET PLACE AT RIVERGATE
RIVERGATE, TN
CENTER OF THE HILLS, TX
ARLINGTON
DOWLEN CENTER
BURLESON
BAYTOWN
LAS TIENDAS PLAZA
730,164
1,744,430
1,465,661
2,209,812
744,093
2,965,748
—
596,347
3,303,682
7,135,070
2,574,635
3,038,561
2,923,585
3,160,203
2,244,581
9,974,390
500,422
8,678,107
3,089,294
2,747,260
9,558,521
2,707,474
2,117,182
915,421
83,106
2,397,736
709,276
24,654
7,001,199
9,928
32,081,992
5,982,231
17,796,661
17,311,529
3,155,044
4,981,589
927,286
—
5,195,577
2,755,314
1,158,307
48,688,161
10,752,213
58,719,179
16,509,748
20,224,758
9,627,903
10,120,147
26,046,669
30,680,556
12,252,522
19,911,045
5,673,119
28,448,754
24,445,858
7,575,302
3,132,092
6,986,094
6,011,013
8,850,864
2,974,990
11,895,294
4,133,904
2,545,033
13,218,740
19,091,078
10,339,449
12,157,408
11,706,145
2,285,378
—
810,314
2,431,651
2,595,890
127,689
521,682
—
11,839,007
1,796,548
5,046,838
—
0
1,038,043
0
6,023,070
1,566,477
6,225,903
2,473,680
2,379,589
1,389,309
754,523
3,252,954
3,274,083
1,310,001
1,640,234
444,641
3,773,843
3,023,973
1,683,456
10,179,956
4,204,305
153,208
3,045,524
257,733
1,330,622
2,753,096
21,750
634,568
2,019,812
1,239,080
4,373,995
769,510
—
(820,897)
(9,429,449)
553,066
—
24,818,594
451,789
912,686
3,066,099
912,076
704,263
—
—
1,982,143
5,881,640
—
976,439
920,000
231,821
1,468,342
—
604,826
188,562
25,678,064
3,866,206
19,655,368
6,026,070
6,520,090
4,461,145
4,402,338
13,613,375
15,142,301
11,241,993
16,872,648
2,626,895
15,151,981
12,507,048
1,886,600
730,164
1,744,430
1,465,661
2,209,811
744,093
2,965,748
—
596,347
3,303,682
7,135,070
2,574,635
3,038,561
2,923,585
3,160,203
484,828
1,373,692
500,422
7,943,925
4,004,714
2,830,366
11,956,256
3,256,983
2,141,836
4,456,503
3,743,052
15,022,356
4,169,058
2,846,098
7,011,126
7,011,126
34,677,883
6,109,920
18,318,343
17,311,529
14,806,373
6,778,135
5,974,124
5,195,577
3,793,357
1,158,307
53,906,149
12,080,457
65,162,977
18,892,924
22,727,481
10,960,661
11,067,275
28,577,131
33,706,036
13,178,304
21,552,977
6,272,312
31,503,394
27,016,456
9,258,758
13,312,048
11,190,399
6,164,221
11,896,389
3,232,723
13,225,916
6,887,000
2,566,783
13,853,308
21,110,890
11,578,529
16,531,403
12,475,655
2,285,378
938,856
(18,436)
2,984,717
25,552,776
34,677,883
8,092,063
24,199,983
17,311,529
15,782,812
7,698,135
6,205,945
1,468,342
5,195,577
4,398,183
1,346,869
79,584,213
15,946,663
84,818,345
24,918,994
29,247,571
15,421,806
15,469,613
42,190,506
48,848,337
24,420,297
38,425,624
8,899,207
46,655,375
39,523,505
11,145,358
14,042,212
12,934,829
7,629,882
14,106,200
3,976,815
16,191,664
6,887,000
3,163,130
17,156,990
28,245,960
14,153,164
19,569,964
15,399,240
5,445,582
1,423,684
1,355,256
3,485,139
33,496,701
370,599
908,990
470,531
7,262,008
5,127,267
1,667,451
1,643,047
2,941,262
1,158,307
6,907,879
2,818,703
14,996,094
4,324,136
8,952,461
2,568,016
2,682,857
5,912,041
6,908,820
2,589,014
4,328,924
3,154,253
3,196,913
6,604,521
2,488,797
3,809,226
3,413,193
1,776,950
3,146,038
692,630
3,533,037
4,935,762
557,485
3,484,305
4,841,997
3,102,707
3,795,869
3,363,514
653,673
846,256
4,456,503
3,743,052
15,022,356
4,169,058
2,846,098
6,640,527
33,768,893
8,092,063
23,729,452
17,311,529
8,520,805
2,570,868
4,538,494
1,468,342
3,552,531
1,456,922
188,562
72,676,334
13,127,960
69,822,251
20,594,858
20,295,110
12,853,789
12,786,757
36,278,465
41,939,517
21,831,282
34,096,701
5,744,954
43,458,462
32,918,983
8,656,561
10,232,986
9,521,636
5,852,932
10,960,162
3,284,186
12,658,628
1,951,238
2,605,646
13,672,685
23,403,963
11,050,457
15,774,095
12,035,727
4,791,909
1,423,684
1,355,256
2,638,883
33,496,701
7,031,424
3,508,555
41,479,554
17,594,893
24,183,031
1,606,735
9,453,000
14,709,548
2007(A)
2007(A)
2007(A)
2007(A)
2007(A)
2008(A)
2008(A)
2007(A)
2008(A)
2008(A)
1986(A)
1983(A)
1996(A)
1986(A)
1996(A)
1986(A)
1986(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
2006(A)
1998(A)
1978(C)
1995(A)
1997(A)
1997(A)
2000(A)
1997(A)
1978(C)
2000(A)
1998(A)
2004(A)
1998(A)
1998(A)
2008(A)
1997(A)
2002(C)
2000(C)
1996(A)
2005(C)
INITIAL COST
CORPUS CHRISTI, TX
DALLAS
MONTGOMERY PLAZA
PRESTON LEBANON CROSSING
KDI-LAKE PRAIRIE
TOWN CROSSING
CENTER AT BAYBROOK
HARRIS COUNTY
CYPRESS TOWNE CENTER
SHOPS AT VISTA RIDGE
VISTA RIDGE PLAZA
VISTA RIDGE PHASE II
SOUTH PLAINES PLAZA, TX
MESQUITE
MESQUITE TOWN CENTER
NEW BRAUNSFELS
KDI-HARMON TOWNE CROSSING
PARKER PLAZA
PLANO
SOUTHLAKE OAKS
WEST OAKS
OGDEN
COLONIAL HEIGHTS
OLD TOWN VILLAGE
MANASSAS
RICHMOND
RICHMOND
1
3
9
VALLEY VIEW SHOPPING CENTER
POTOMAC RUN PLAZA
MANCHESTER SHOPPING CENTER
AUBURN NORTH
CHARLES TOWN
RIVERWALK PLAZA
BLUE RIDGE
VINA DEL MAR
VICUNA MACKENA
EKONO
PERU
MEXICO-GIGANTE ACQ
MEXICO-HERMOSILLO
MEXICO-HORTOLANDIA
MEXICO-LINDAVISTA
MEXICO-MOTOROLA
MEXICO-MULTIPLAZA
OJO DE AGUA
LAND
—
1,299,632
6,203,205
13,552,180
7,897,491
6,941,017
1,843,000
6,033,932
3,257,199
2,926,495
2,276,575
1,890,000
520,340
3,757,324
840,000
7,815,750
7,846,946
500,414
3,011,260
500,422
213,818
125,376
4,500,000
1,788,750
82,544
670,500
3,440,018
27,369,515
2,722,461
7,785,841
602,000
2,708,290
12,346,900
11,096,948
362,556
414,730
811,916
7,568,417
11,424,531
2,281,541
19,352,453
47,272,528
4,089,067
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
944,562
5,168,727
—
—
—
27,727,491
7,372,420
3,208,000
7,497,651
44,061,930
23,489,386
24,949,316
4,259,363
1,531,492
—
(2,756,477)
13,029,416
11,716,483
9,106,300
7,555,099
2,081,356
15,061,644
3,360,000
187,300
—
2,830,835
7,703,844
2,001,687
855,275
3,476,073
378,116
2,234,831
182,154
27,777
897,593
1,918,308
—
(1,857,498)
0
0
(0)
26,291
4,279,007
190,178
41,569,735
(2,715,719)
7,162,661
2,289,288
2,751,375
8,054,004
48,451,209
6,403,866
18,157,625
3,725,871
10,841,674
71,529,796
720,781
5,205,439
—
—
360,474
280,600
(0)
733,871
(0)
639,555
60,221
11,026,315
179,405
6,512,770
—
—
—
443,699
19,878,026
(4,128,019)
—
—
—
—
—
698,606
1,099,058
21,154,629
27,850,383
6,240,141
MEXICO-NON ADM GRAND PLZ
CANCUN
13,976,402
35,593,236
(13,507,036)
MEXICO-NON ADM
LAGO REAL
MEXICO-NON ADM
LOS CABOS
MEXICO-NON BUS
ADM-MULT.CANCUN
MEXICO-NUEVO LAREDO
MEXICO-PACHUCA
WAL-MART
11,336,743
—
406,608
10,873,070
1,257,517
6,972,267
4,471,987
10,627,540
3,621,985
—
—
—
1,927,493
18,848,888
4,371,071
LAND
—
1,299,632
6,203,205
12,524,385
7,249,802
7,063,186
2,003,260
2,251,666
3,257,199
2,926,495
2,276,575
1,890,000
520,340
3,757,324
840,000
5,736,003
7,846,946
500,414
3,011,260
500,422
850,698
125,376
4,500,000
1,788,750
82,544
670,500
3,440,018
27,369,515
2,722,461
7,785,841
602,000
2,708,290
17,349,873
11,096,948
362,556
414,730
811,916
5,712,132
11,424,531
2,281,541
15,581,895
38,150,664
4,089,067
3,358,277
9,178,527
8,668,736
4,471,988
8,546,133
3,165,560
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
4,152,562
12,666,378
44,061,930
24,517,181
25,597,005
31,864,685
8,743,652
1,025,789
13,407,532
13,951,314
9,288,454
7,582,876
2,978,950
16,979,953
3,360,000
409,549
2,830,835
7,703,844
2,027,978
4,497,401
3,666,251
38,854,016
7,523,135
2,569,889
2,751,375
8,787,875
48,451,209
7,043,421
18,217,846
14,752,186
11,021,079
73,039,593
720,781
5,205,439
—
443,699
17,606,293
698,606
1,099,058
24,925,187
36,972,247
4,152,562
13,966,010
50,265,134
37,041,566
32,846,807
38,927,871
10,746,912
3,277,455
16,664,731
16,877,809
11,565,029
9,472,876
3,499,289
20,737,276
4,200,000
6,145,552
7,846,946
3,331,249
10,715,104
2,528,400
5,348,100
3,791,627
43,354,016
9,311,885
2,652,432
3,421,875
12,227,893
75,820,724
9,765,882
26,003,688
15,354,186
13,729,369
90,389,466
11,817,729
5,567,996
414,730
1,255,616
23,318,424
12,123,136
3,380,599
40,507,083
75,122,911
6,240,141
10,329,208
787,523
9,829,241
1,936,260
7,824,573
2,362,001
3,645,078
3,640,481
2,400,708
2,145,354
989,410
4,595,463
474,781
883,660
1,609,609
666,437
1,614,752
813,628
2,175,664
443,281
959,101
1,157,335
504,916
1,665,441
1,818,317
7,234,418
2,797,565
12,391,492
11,195
—
—
—
1,272,540
—
—
—
—
—
3,365,038
4,136,769
48,328,874
37,041,566
32,846,807
31,103,298
8,384,911
3,277,455
13,019,653
13,237,328
9,164,321
7,327,522
2,509,879
16,141,813
3,725,219
6,145,552
7,846,946
2,447,589
9,105,496
1,861,963
3,733,348
2,978,000
43,354,016
7,136,220
2,209,151
2,462,774
11,070,558
75,315,808
8,100,441
24,185,371
8,119,768
10,931,804
77,997,974
11,806,534
5,567,996
414,730
1,255,616
22,045,884
12,123,136
3,380,599
40,507,083
75,122,911
10,329,208
32,704,325
36,062,602
1,323,748
34,738,855
2,564,824
11,743,351
10,434,118
19,102,854
1,927,493
20,930,295
6,399,481
29,476,428
4,827,496
7,993,056
—
—
—
—
—
11,743,351
19,102,854
6,399,481
29,476,428
7,993,056
38,394,221
29,290,434
3,316,394
6,409,971
13,392,942
44,541,918
15,248,263
1997(A)
1969(C)
2003(C)
2006(C)
2006(C)
1998(A)
1997(A)
2003(C)
1998(A)
1998(A)
1998(A)
1998(A)
1995(A)
1998(A)
2003(A)
2007(C)
2005(C)
1996(A)
2008(A)
1996(A)
1967(C)
1999(A)
2007(A)
1997(A)
1999(A)
1995(A)
2004(A)
2008(A)
2004(A)
2007(A)
1985(A)
1999(A)
2005(A)
2008(A)
2008(A)
2008(A)
2008(A)
2007(A)
2008(A)
2008(A)
2006(C)
2006(C)
2008(A)
2007(A)
2007(A)
2007(A)
2008(A)
2006(C)
2005(C)
MEXICO-PLAZA CENTENARIO
MEXICO-PLAZA SAN JUAN
MEXICO-PLAZA SORIANA
MEXICO-RHODESIA
MEXICO-RIO BRAVO HEB
MEXICO-SALTILLO II
MEXICO-SAN PEDRO
MEXICO-TAPACHULA
BRAZIL-VALINHOS
MEXICO-WALDO ACQ
LAND
3,388,861
9,631,035
2,639,975
3,924,464
2,970,663
11,150,023
3,309,654
13,716,428
5,204,507
8,929,278
BALANCE OF PORTFOLIO
133,248,688
TOTALS
INITIAL COST
BUILDING
& IMPROVEMENT
SUBSEQUENT
TO ACQUISITION
LAND
BUILDING
& IMPROVEMENT
TOTAL
ACCUMULATED
DEPRECIATION
TOTAL COST,
NET OF
ACCUMULATED
DEPRECIATION
ENCUMBRANCES
DATE OF
CONSTRUCTION(C)
ACQUISITION(A)
—
—
346,945
—
—
—
13,238,616
—
14,997,200
16,888,627
4,492,127
2,741,650
(1,018,318)
(125,257)
83,831
8,085,618
13,101,318
(4,201,751)
3,507,063
(67,275)
(4,697,668)
72,145,780
2,601,664
7,699,029
2,103,630
3,924,464
2,970,663
9,110,533
3,330,479
10,731,554
5,204,507
6,917,666
137,610,601
3,528,848
913,687
758,032
83,831
8,085,618
15,140,808
9,016,040
6,491,937
14,929,925
14,202,571
72,275,994
6,130,511
8,612,716
2,861,663
4,008,295
11,056,281
24,251,341
12,346,519
17,223,490
20,134,432
21,120,237
209,886,595
—
—
—
—
—
—
942,197
—
—
674,913
25,370,314
6,130,511
8,612,716
2,861,663
4,008,295
11,056,281
24,251,341
11,404,322
17,223,490
20,134,432
20,445,323
184,516,281
$
1,876,407,136
$
5,942,508,984
$
7,818,916,120
$
1,159,664,489
$
6,659,251,632
$
1,115,828,000
2007(A)
2006(C)
2007(A)
2008(A)
2008(A)
2005(C)
2006(A)
2007(A)
2008(A)
2007(A)
Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows:
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15 to 50 years
Fixtures, building and leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Terms of leases or useful lives, whichever is shorter
(including certain identified intangible assets)
The aggregate cost for Federal income tax purposes was approximately $7.0 billion at December 31, 2008.
The changes in total real estate assets for the years ended December 31, 2008, 2007 and 2006 are as follows:
1
4
0
Balance, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 7,325,034,819
$ 6,001,319,025
$ 4,560,405,547
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
194,097,146
242,545,745
1,113,409,534
2,719,840,791
497,102,382
505,353,494
2008
2007
2006
Transfers from (to) unconsolidated
joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
194,579,632
67,572,307
(1,358,078,215)
Sales
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustment of property carrying values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(123,943,216)
(312,051,273)
(421,493,264)
(5,498,006)
(7,900,000)
(33,817,156)
(8,500,000)
(4,709,328)
—
Balance, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 7,818,916,120
$ 7,325,034,819
$ 6,001,319,025
The changes in accumulated depreciation for the years ended December 31, 2008, 2007 and 2006 are as follows:
Balance, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
977,443,829
$ 806,670,237
$ 740,127,307
Depreciation for year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
187,779,442
171,109,963
138,279,032
Transfers from (to) unconsolidated
joint ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,899,587
(7,595,547)
(862,822)
8,358,844
(7,474,603)
(1,220,612)
(331,447)
(69,627,527)
(1,777,128)
Balance, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,159,664,489
$ 977,443,829
$ 806,670,237
2008
2007
2006
Reclassifications:
Certain Amounts in the Prior Period Have Been Reclassified in Order to Conform with the Current Period’s Presentation.
KIMCO REALTY CORPORATION AND SUBSIDIARIES
SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE
As of December 31, 2008
(in thousands)
Type of Loan/Borrower
Description
Location (3)
Interest Accrual Rates
Interest Payment Rates
Final Maturity Date
Periodic
Payment
Terms (1)
Prior Liens
Face Amount of Mortgages
or Maximum Available
Credit (2)
Carrying
Amount of
Mortgages
(2) (3)
Apartments
Montreal, Quebec
Retail
Retail
Boston, Massachusetts
Palm Beach, FL
Medical Center
Bayonne, NJ
Retail Development
Ontario, Canada
Commercial
Medical Center
Retail
Retail
Pennsylvania
New York, NY
Arboledas, Mexico
Acapulco, Mexico
8.50%
12.00%
8.00%
Libor + 6%
8.50%
8.50%
12.00%
8.00%
Libor + 6%
8.50%
LIBOR + 12.5% or Prime + 11.5%
LIBOR + 12.5% or Prime + 11.5%
LIBOR + 3.25% or Prime + 1.75%
LIBOR + 3.25% or Prime + 1.75%
8.10%
10.00%
8.10%
10.00%
6/27/2013
9/11/2013
4/28/2013
4/17/2009
4/13/2009
4/18/2013
10/19/2012
12/31/2012
12/1/2016
I
I
I
I
I
I
I
I
I
Mortgage Loans:
Borrower A
Borrower B
Borrower C
Borrower D
Borrower E
Borrower F
Borrower G
Borrower H
Borrower I
Individually < 3%
Lines of Credit:
Individually < 3%
Other:
Individually < 3%
Capitalized loan costs
1
4
1
Total
(1)
(2)
(3)
I = Interest only
The instruments actual cash flows are denominated in U.S. dollars, Canadian dollars and Mexican pesos as indicated by the geographic location above
The aggregate cost for Federal income tax purposes is $181,992
—
—
—
—
—
—
—
—
—
—
—
—
$
23,800
$
19,489
18,000
14,500
17,500
16,906
21,875
18,000
13,000
9,900
75,300
228,781
18,000
17,320
16,000
13,648
13,430
9,000
6,487
5,626
56,733
175,733
7,067
5,416
5,000
45
798
$
240,848
$
181,992
The Company feels it is not practicable to estimate the fair value of each receivable as quoted market prices are not available. The cost of obtaining an independent valuation on these assets is deemed excessive considering the materiality of the total receivables.
For a reconcilition of mortgage and other financing receivables from January 1, 2006 to December 31, 2008 see Note 9 of the Notes to Consolidated Financial Statements included in this annual report of Form 10K.
Exhibit 12.1
KIMCO REALTY CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
FOR THE YEAR ENDED DECEMBER 31, 2008
Pretax earnings from continuing operations before adjustment for
minority interests or income loss from equity investees. . . . . . . . . . . .
$ 47,418,852
Add:
Interest on indebtedness (excluding capitalized interest). . . . . . . . . . . .
Amortization of debt related expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Portion of rents representative of the interest factor . . . . . . . . . . . . . . .
213,156,103
5,160,325
7,740,485
273,475,765
Distributed income from equity investees . . . . . . . . . . . . . . . . . . . . . . . . .
261,993,161
Pretax earnings from continuing operations, as adjusted . . . . . . . . .
$535,468,926
Fixed charges -
Interest on indebtedness (including capitalized interest) . . . . . . . . . . . .
Amortization of debt related expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Portion of rents representative of the interest factor . . . . . . . . . . . . . . .
$241,850,328
2,163,271
7,740,485
Fixed charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$251,754,084
Ratio of earnings to fixed charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.1
142
KIMCO REALTY CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS FOR THE YEAR ENDED DECEMBER 31, 2008
Exhibit 12.2
Pretax earnings from continuing operations before adjustment for
minority interests or income loss from equity investees. . . . . . . . . . . .
$ 47,418,852
Add:
Interest on indebtedness (excluding capitalized interest). . . . . . . . . . . .
Amortization of debt related expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Portion of rents representative of the interest factor . . . . . . . . . . . . . . .
213,156,103
5,160,325
7,740,485
273,475,765
Distributed income from equity investees . . . . . . . . . . . . . . . . . . . . . . . . .
Pretax earnings from continuing operations, as adjusted . . . . . . . . .
261,993,161
$535,468,926
Combined fixed charges and preferred stock dividends -
Interest on indebtedness (including capitalized interest) . . . . . . . . . . . .
Preferred dividend factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt related expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Portion of rents representative of the interest factor . . . . . . . . . . . . . . .
$241,850,328
47,287,500
2,163,271
7,740,485
Combined fixed charges and preferred stock dividends. . . . . . . . . .
$299,041,584
Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.8
143
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Milton Cooper certify that:
1. I have reviewed this report on Form 10-K of Kimco Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 26, 2009
/s/ Milton Cooper
Milton Cooper
Chief Executive Officer
144
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael V. Pappagallo certify that:
1. I have reviewed this report on Form 10-K of Kimco Realty Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 26, 2009
/s/ Michael V. Pappagallo
Michael V. Pappagallo
Chief Financial Officer
145
Section 906 Certification
Exhibit 32.1
Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned
officers of Kimco Realty Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i) the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2008 (the
“Report”) fully complies with the requirements of Section 13 (a) or Section 15 (d), as applicable, of the Securities Exchange
Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Date: February 26, 2009
Date: February 26, 2009
/s/ Milton Cooper
Milton Cooper
Chief Executive Officer
/s/ Michael V. Pappagallo
Michael V. Pappagallo
Chief Financial Officer
146
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Kimco Realty Corporation and Subsidiaries
Shareholder Information
Counsel
Latham & Watkins
New York, NY
Auditors
PricewaterhouseCoopers LLP
New York, NY
Registrar and Transfer Agent
The Bank of
New York Mellon
P.O. Box 358015
Pittsburgh, PA 15252-8015
1-866-557-8695
Website: www.bnymellon/shareowner/isd
Email: shrrelations@bnymellon.com
Stock Listings
NYSE—Symbols
KIM, KIMprF, KIMprG
On June 11, 2008, the Company’s Chief
Executive Officer submitted to the New
York Stock Exchange the annual certification
required by Section 303A.12(a) of the NYSE
Company Manual. In addition, the Company
has filed with the Securities and Exchange
Commission as exhibits to its Form 10-K for
the fiscal year ended December 31, 2008, the
certifications, required pursuant to Section
302 of the Sarbanes-Oxley Act, of its Chief
Executive Officer and Chief Financial Officer
relating to the quality of its public disclosure.
Investor Relations
A copy of the Company’s Annual Report to
the U.S. Securities and Exchange Commission
on Form 10-K may be obtained at no cost to
stockholders by writing to:
Barbara M. Pooley
Senior Vice President,
Finance and Investor Relations
Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, NY 11042
1-866-831-4297
E-mail: ir@kimcorealty.com
Annual Meeting of Stockholders
Stockholders of Kimco Realty Corporation are
cordially invited to attend the 2009 Annual
Meeting of Stockholders scheduled to be held
on May 12, 2009, at 277 Park Avenue, New
York, NY, Floor 17, at 10:00 a.m.
Dividend Reinvestment and
Common Stock Purchase Plan
The Company’s Dividend Reinvestment and
Common Stock Purchase Plan provides common
and preferred stockholders with an opportunity
to conveniently and economically acquire Kimco
common stock. Stockholders may have their
dividends automatically directed to our transfer
agent to purchase common shares without
paying any brokerage commissions. Requests for
booklets describing the Plan, enrollment forms
and any correspondence or questions regarding
the Plan should be directed to:
The Bank of New York Mellon
P.O. Box 358015
Pittsburgh, PA 15252-8015
1-866-557-8695
Holders of Record
Holders of record of the Company’s common
stock, par value $.01 per share, totaled 3.469 as
of March 18, 2009.
Offices
Executive Offices
Regional Offices
3333 New Hyde Park Road
New Hyde Park, NY 11042
516-869-9000
www.kimcorealty.com
Mesa, AZ
480-461-0050
Daly City, CA
650-756-2162
Granite Bay, CA
916-791-0600
Irvine, CA
949-252-3880
Los Angeles, CA
310-284-6000
Vista, CA
760-727-1002
Walnut Creek, CA
925-977-9011
Hartford, CT
860-561-0545
Hollywood, FL
954-923-8444
Largo, FL
727-536-3287
Margate, FL
954-977-7340
Sanford, FL
407-302-4400
Rosemont, IL
847-299-1160
Columbia, MD
443-367-0110
147
Lutherville, MD
410-684-2000
Charlotte, NC
704-367-0131
Raleigh, NC
919-791-3650
Las Vegas, NV
702-258-4330
New York, NY
212-972-7456
Dayton, OH
937-434-5421
Portland, OR
503-574-3329
Austin, TX
512-323-0500
Dallas, TX
214-692-3581
Houston, TX
832-242-6913
White Plains, NY
914-328-8200
San Antonio, TX
210-566-7610
Canfield, OH
330-702-8000
Bellevue, WA
425-373-3500
Corporate Directory
Board of Directors
CMYK
K I M C O
™
Milton Cooper
Joe Grills
F. Patrick Hughes
Richard B. Saltzman
Chairman of the Board of Direc-
tors and Chief Executive Officer
of the Company since November
1991. Director and President of
the Company for more than five
years prior to such date. Found-
ing member of the Company’s
predecessor in 1966.
Director of the Company since
January 1997. Chief Investment
Officer for the IBM Retirement
Funds from 1986 to 1993 and
held various positions at IBM
for more than five years prior to
1986.
Director of the Company since
October 2003. President, Hughes
& Associates, LLC since October
2003. Previously served as Chief
Executive Officer, President and
Trustee of Mid-Atlantic Realty
Trust from its formation in 1993
to 2003.
™
K I M C OR E A L T Y
Director of the the Company
since July 2003. President, Colony
Capital LLC, (“Colony”) since
May 2003. Prior to joining Colony,
Managing Director and Vice Chair-
man of Merrill Lynch’s investment
banking division and held various
other positions at Merrill Lynch for
more than five years prior to that time.
Richard G. Dooley
David B. Henry
Frank Lourenso
Philip E. Coviello
Director of the Company since
December 1991. From 1993 to
2003 consultant to, and from
1978 to 1993, Executive Vice
President and Chief Investment
Officer of Massachusetts Mutual
Life Insurance Company.
Vice Chairman of the Board of
Directors since May 2001, since
December 2008, President of
the Company, and since April
2001, Chief Investment Officer
of the Company. Prior to joining
the Company, Chief Investment
Officer of GE Capital Real Estate
since 1997 and held various
positions at GE Capital for more
than five years prior to 1997.
Director of the Company since
December 1991. Executive Vice
President of J.P. Morgan Chase
Bank (“J.P. Morgan”, and suc-
cessor by merger to The Chase
Manhattan Bank and Chemical
Bank, N.A.) since 1990. Senior
Vice President of J.P. Morgan
Chase for more than five years
prior to 1990.
Director of the Company since
May 2008. Partner of Latham &
Watkins LLP, an international
law firm, for 18 years until his
retirement from that firm as of
December 31, 2003. Latham
& Watkins LLP provides legal
services to the Company.
Office of the Chairman
Milton Cooper
Chairman &
Chief Executive Officer
David B. Henry
Vice Chairman, President
& Chief Investment Officer
Corporate Management
Glenn G. Cohen
Senior Vice President, Treasurer
& Chief Accounting Officer
Scott Onufrey
Vice President,
Managing Director
Barbara M. Pooley
Senior Vice President, Finance
& Investor Relations
Bruce Rubenstein
Senior Vice President,
General Counsel & Secretary
Operations Management
Michael V. Pappagallo
Executive Vice President
Chief Financial Officer
& Chief Administrative Officer
David R. Lukes
Executive Vice President
& Chief Operating Officer
JoAnn Carpenter
Vice President
Raymond Edwards
Vice President
Fredrick Kurz
Vice President
Leah Landro
Vice President,
Human Resources
Thomas Taddeo
Vice President,
Chief Information Officer
William Brown
President,
Development
Robert D. Nadler
President,
Central Region
John Visconsi
Senior Vice President,
Western Region
Paul Puma
President,
Florida/Southeast Region
Conor Flynn
Vice President,
Western Region
Tom Simmons
President,
Mid-Atlantic Region
Joshua Weinkranz
Vice President,
Northeast Region
Michael Melson
Vice President,
KRC Mexico
Edward Boomer
Managing Director,
Canada
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K I M C OR E A L T Y
™
3333 New Hyde Park Road
New Hyde Park, NY 11042
Tel: 516-869-9000 Fax: 516-869-9001
www.kimcorealty.com