Kimco Realty Annual Report 2013

Plain-text annual report

i K m c o R e a l t y • 2 0 1 3 A n n u a l R e p o r t TRANSFORM S IMPLIFY REDEVELOP + PM S 2945 RGB CMYK R E A L T Y R E A L T Y 2013 Annual Repor t R E A L T Y PM S 2945 RGB CMYK R E A L T Y R E A L T Y 3333 New Hyde Park Road New Hyde Park, NY 11042 Tel: 516-869-9000 blog.kimcorealty.com / kimcorealty.com R E A L T Y + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + 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+ + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + PM S 2945 RGB CMYK R E A L T Y R E A L T Y R E A L T Y Kimco Realty Corporation (NYSE: KIM) is a real estate investment trust (REIT) headquartered in New Hyde Park, N.Y., that owns and operates North America’s largest publicly traded portfolio of neighborhood and community shopping centers. As of December 31, 2013, the company owned interests in 852 shopping centers comprising 125 million square feet of leasable space across 42 U.S. states, Puerto Rico, Canada, Mexico and South America. TR ANSFORM 4 SIMPLIFY 6 REDEVEL OP 8 PLUS 10 LETTER FROM THE CHAIRMAN 2 2013 OPERATING REVIEW FORM 10-K 12 21 SHAREHOLDER INFORMATION 128 CORPORATE DIRECTORY IBC Top right: Suburban Square, Philadelphia, PA Corporate Directory Board of Directors PM S 2945 RGB CMYK R E A L T Y R E A L T Y R E A L T Y Milton Cooper Executive Chairman Kimco Realty Corporation Philip E. Coviello (1)(2)(3) Partner * Latham & Watkins LLP Richard G. Dooley (1)(2)(3v) Lead Independent Director Executive Vice President & Chief Investment Officer * Massachusetts Mutual Life Insurance Company Joe Grills (1)(2v)(3) Chief Investment Officer * IBM Retirement Fund David B. Henry Vice Chairman, President & Chief Executive Officer Kimco Realty Corporation F. Patrick Hughes (1v)(2)(3) President Hughes & Associates LLC Frank Lourenso (1)(2)(3) Executive Vice President * JPMorgan Chase & Co. Colombe M. Nicholas (2)(3) Consultant Financo Global Consulting Richard Saltzman (2)(3) President Colony Capital LLC * Retired (1) Audit Committee (2) Executive Compensation Committee (3) Nominating and Corporate Governance Committee v Chairman Executive Management Milton Cooper Executive Chairman David B. Henry Vice Chairman, President & Chief Executive Officer Conor C. Flynn Executive Vice President & Chief Operating Officer Glenn G. Cohen Executive Vice President, Chief Financial Officer & Treasurer Corporate Management James Bruin Vice President, Portfolio Management David F. Bujnicki Vice President, Investor Relations & Corporate Communications Raymond Edwards Vice President, Retail Services Leah Landro Vice President, Human Resources Scott G. Onufrey Senior Vice President, Acquisitions & Investment Management Bruce Rubenstein Senior Vice President, General Counsel & Secretary Thomas Taddeo Vice President, Chief Information Officer Paul Westbrook Vice President, Chief Accounting Officer U.S. Regional Management Robert Nadler President, Central Region Paul D. Puma President, Florida/Southeast Region Wilbur “Tom” Simmons III President, Mid-Atlantic Region Armand Vasquez President, Western Region Josh Weinkranz President, Northeast Region International Management Michael Melson Managing Director, Latin America Kelly Smith Managing Director, Canada TRANSFORM SIMPLIFY REDEVELOP + Kimco’s growth strategy can be summed up in three letters and one symbol: TSR+. Transform: Trading up to higher-quality properties in top markets Simplify: Focusing on owning retail real estate in the U.S. and Canada Redevelop: Getting the most value out of our strongly situated shopping centers Plus: Taking advantage of opportunistic retail investments These four parallel paths to growth end in the same destination: Total Shareholder Return — the TSR that matters most to our investors. 264149_Kimco 2013 AR NARR_r2.indd 1 3/18/14 2:49 AM Chairman’s Letter Dear Fellow Shareholders and Associates: In the lottery of life, I hit the jackpot. I was born in the greatest country in the world and raised on the Lower East Side of Manhattan in the most vibrant city in the world. As a child, I experienced firsthand the Great Depression and the devastation it brought to millions of families. It taught me a sense of frugality to the point where I deplore waste in all forms, and a work ethic that still brings me to the office every day. As a teenager, I watched the country turn the corner and begin to prosper, and shared with all Americans great pride as the Greatest Generation thwarted the forces of fascism in Europe. I attended the City College of New York (CCNY), where I received an exceptional education, for free! Then, during one of America’s greatest periods of growth in the late 1950’s and early 1960’s, I was fortunate enough to team up with my mentor and friend Marty Kimmel and develop our first shopping center in 1958. We created a company that would go on to develop and acquire more than 1,000 centers over the next five and a half decades. And then as markets constricted, I was able to participate in the democratization of real estate owner- ship by taking Kimco public as a REIT in 1991. While good fortune played a large role in the company’s success, a lot of key decisions were made along the way. For example, we made the decision to create a national platform that would provide diversity in location and tenant mix. We also focused our efforts on neighbor- hood and community centers that were the least sensitive to changing economic climates. While these and other decisions led to many periods of success, there were also mistakes made along the way. In retrospect, the decision to diversify away from our core expertise, and to invest in non-retail real estate, while often profitable, was an error. But that mistake is now behind us. We have learned from it and we are moving forward. Our Quality Trade-Up: U.S. Shopping Center Acquisitions & Dispositions Since Investor Day 2010 (as of 12/31/13) Acquired Sites Disposed Sites Progress Number of properties Gross Price (000’s) Pro-rata Gross Leasable Area (000’s) Pro-rata Occupancy Pro-rata Average Base Rent per square foot Estimated Population* Household Density per square mile* Median Household Income* Average Household Income* 82 143 $1,931,151 $1,174,944 9,504 96.1% $13.97 91,128 1,246 $77,976 $92,261 11,248 85.8% $8.86 74,833 1,035 $57,986 $65,743 1,030 bps 57.7% 21.8% 20.4% 34.5% 40.3% 2 *Within a three-mile radius 264149_Kimco 2013 AR NARR_r2.indd 2 3/18/14 2:49 AM I am excited about our future. We have refocused our company on what we do best, owning and operating neighborhood and community shopping centers. We are committed to execute on our announced strategy to “Transform, Simplify and Redevelop” our portfolio, and judiciously invest in retail-related opportunities, our “Plus” business. We refer to this strategy as “TSR+,” which we believe will lead to higher Total Shareholder Returns. Let me briefly touch upon each of the components of our strategy. First, Transform. As an equity REIT, we have to be vigi- lant in enhancing the inherent value of our portfolio by acquiring quality assets, improving existing centers and disposing of risky or less desirable properties. To this end, we are in the midst of an active disposition program and are being even more discerning in our review of potential acquisitions. Second, Simplify. We have already disposed of our non-retail assets, and we are well underway in our plans to exit Mexico and South America and monetize our investments there. We are also committed to reducing our participation in joint ventures. We will unwind some and increase our interest (and reduce the number of partners) in others. This will be a gradual process. If our existing partners want to remain in a venture, we will respect that. But it is clear that over time the proportion of joint-venture-owned properties will become a smaller and smaller percentage of our overall portfolio. Third, Redevelop. Value creation through redevelopment is now a focal point of our business, and we have added multiple projects to our pipeline in every region. Redevel- opment yields strong returns on invested capital, produces higher residual net asset values and creates operational efficiencies with modern technological advancements. As to the “Plus” business, we have had nothing but success as we opportunistically seek out appropriate investments that fit within our overall retail real estate business. Kimco is more than just a portfolio of quality shopping centers. It is a group of talented and dedicated associates all committed to creating total shareholder value through our “TSR+” strategy. It is so energizing for me to watch our people and their passion. Conor Flynn has assumed the role of Chief Operating Officer. He hit the ground running and hasn’t slowed down since. He has visited virtually all of our properties and is working tirelessly to implement our strategy. Conor is not alone. Ray Edwards, who is spearheading our “Plus” business, has been nothing short of sensational. Glenn Cohen, our CFO, is indefati- gable in protecting and strengthening our balance sheet. Bruce Rubenstein, our General Counsel, in his reserved manner, always provides thoughtful and meaningful advice and is well respected both within and outside the com- pany. And a special thanks to Dave Henry, our CEO and leader, who not only drives our strategy, but also rep- resents us so admirably in the industry through NAREIT and ICSC. There are many talented people that drive this company; our Regional Presidents, leasing representatives, accoun- tants and property managers all possess the skills to manage a huge portfolio like ours. So you can see why I am so enthusiastic about how well positioned Kimco is today. We have a great mix of experience and youthful energy. Collectively, we continue to challenge ourselves each and every day to become the best we can be. 264149_Kimco 2013 AR NARR_r2.indd 3 Milton Cooper Executive Chairman 3 3/18/14 2:49 AM 82 U.S. shopping centers acquired in key markets 143 U.S. shopping centers sold for $1.2 billion Transform Kimco has been on a mission since 2010 to create the most valuable shopping center portfolio in the industry. We’ve taken the largest collection of shopping centers in North America – many picked up though large portfolio acquisitions over the years – and transformed it into a smaller, more focused and higher-performing set of assets. The proof is in the numbers* you see here. Comparing acquired versus sold properties, we’ve achieved across-the-board improvements in occupancy, average base rent per square foot, population and household income. Going forward, we will concentrate on and deepen our presence in our 15 key U.S. territories — areas with high population and income and the largest opportunities for growth. This model gives us the national scale and local presence we need to be the real estate partner of choice for retailers large and small. We’ve come a long way in our quality journey, but there’s still plenty more value to come. Population is 22% greater Average household income is 40% higher 4 *Since 2010 Investor Day 264149_Kimco 2013 AR NARR_r2.indd 4 3/18/14 2:49 AM 82 U.S. shopping centers acquired in key markets 143 U.S. shopping centers sold for $1.2 billion Occupancy rate for acquired properties is 96% Average household income is 40% higher Average base rent per square foot is 58% higher Key territories 264149_Kimco 2013 AR NARR_r2.indd 5 5 3/18/14 2:49 AM Simplify Retail real estate. It’s how we started, what we know best, and where we are focused. Our back-to-basics strategy, in place since 2010, continues to guide us as we simplify our business model and shed assets that no longer make sense for our long-term growth. First, we’ve put our non-retail assets behind us. After more than three years of selling such assets, these properties today account for less than one half of one percent of our gross assets, and by the end of the year, we expect that amount will be near zero. Second, we have reduced complexity by simplifying our ownership structure, exiting certain joint ventures or buying out our partners’ interests. In the end, we want to own more of our own retail real estate outright, while increasing our ownership in those joint ventures that offer the most upside potential. This approach reduces our secured debt levels and provides more transparency to our investors. Third, we are aggressively moving to complete our exit from South America and Mexico. Our investments in Chile, Peru and Brazil are no longer part of our strategy, because a lack of scale and inefficient tax structures limit our earnings potential. And while Mexico’s retail sector continues to grow, we’re taking advantage of a very strong real estate market to derive maximum value from our portfolio there. Quite simply, retail is our focus, and the U.S. and Canada are where we want to be. 6 Sold 112 properties in Latin America for a gross sales price of $1.1 billion in 2013 264149_Kimco 2013 AR NARR_r2.indd 6 3/18/14 2:49 AM Achieved Significant Reductions in Joint Venture Portfolio Since 2010 Sold 112 properties in Latin America for a gross sales price of $1.1 billion in 2013 * Projection based on materiality and subject to market conditions in 2014 7 264149_Kimco 2013 AR NARR_r2.indd 7 3/18/14 2:49 AM Redevelop It takes vision to see value others may miss. Over the next several years, we plan to invest more than $750 million to redevelop and re-tenant older shopping centers that already have the most important thing going for them: a strong location. We’ll demolish and rebuild, divide anchor spaces and create new storefronts, make room for and build stand-alone stores known as outparcels, and add attractive new facades, shopper amenities and landscaping – all to improve the overall look and feel of these centers and add value. That value comes in several forms. Redeveloped sites result in higher property values, which benefit communities and increase our overall net asset value. Modernized shopping centers attract more shoppers and the best tenants, allowing us to replace old, below-market leases with new, higher-paying ones. And redevelopment projects are one of the best uses of shareholder capital – approaching double-digit returns far in excess of other investments. In other words, win-win-win. Investing more than $750 million in redevelopment projects The 176-acre site of the planned Apple Campus 2 in Cupertino, California. 8 264149_Kimco 2013 AR NARR_r2.indd 8 3/18/14 2:49 AM COMPLETED REDEVELOPMENT: Richmond Shopping Center, Staten Island, NY REDEVELOPMENT IN PROGRESS: Cupertino Village, Cupertino, CA Cupertino Village (below) is located directly across from the planned Apple Campus 2, expected to be completed in 2016. The shopping center is undergoing a major redevelopment that will add new buildings, parking, landscaping and high-tech touches befitting a neighbor of Apple. The changes, to be completed by mid-2015, will make Cupertino Village an even more attractive shopping destination for city residents and the 14,000 Apple employees expected to work next door. 264149_Kimco 2013 AR NARR_r2.indd 9 Aerial view of Cupertino Village. 9 3/18/14 6:04 AM FUTURE REDEVELOPMENT: Hylan Plaza, Staten Island, NYPlus Our ability to create value, however, doesn’t end with our “Transform, Simplify and Redevelop” activities. On top of that, there is the “Plus” that takes our performance even higher. Kimco’s long-standing industry relationships and market expertise give us the opportunity to help struggling retailers turn real estate assets into much-needed capital. By offering to buy these assets, we can help keep well-known banners in business, while earning a handsome return for our investors. That’s the “Plus” in TSR+ that sets us apart. It takes connections and creativity to make that part of our business work. For the rest, we rely on the hard work, experience and passion of our people. Focused every day on operational excellence, they are the ones that deliver the consistent earnings, cash flow, asset value and dividend growth that lead to success – for our investors and company alike. Each element of our TSR+ strategy contributes to the TSR that matters most to our investors – Total Shareholder Return. T S 26.3% 23.0% 21.5% R 13.2% 10.7% 9.6% 5 YEAR 2/27/09 - 2/28/14 SINCE IPO 11/29/91 - 2/28/14 S&P 500 DJIA KIM 10 *Per company estimates 264149_Kimco 2013 AR NARR_r2.indd 10 3/18/14 2:50 AM Total Shareholder ReturnRecurring Funds From Operations (Per Share) Dividend (Per Common Share) $1.36 - $1.40 $1.33 $1.26 $0.90 $0.84 $0.76 $0.72 $0.64 $1.20 $1.14 2010 2011 2012 2013 2014* 2010 2011 2012 2013 2014* *Per company estimates 264149_Kimco 2013 AR NARR_r2.indd 11 11 3/18/14 2:50 AM 2013 OP ERATING REVIEW Throughout the past year, we continued to transform our portfolio for higher quality, value and growth by trading up to larger properties in the best markets. Dear Fellow Shareholders and Associates: In his Chairman’s Letter to begin this Annual Report, Milton Cooper gave a great overview of our TSR+ strategy to create value and deliver higher TSR (total shareholder returns) to our investors. In this Operating Review, we will provide the details. Our efforts to transform, simplify and redevelop our portfolio, and take advantage of our “Plus” investment opportunities, continued to produce growth and value for Kimco shareholders in 2013. The clearest measure of our success: our reported funds from operations (FFO), as adjusted – that is, recurring FFO excluding transaction gains and losses – grew 5.6 percent, to $543.7 million, or $1.33 per diluted share – a performance driven by our strong underlying operating metrics and solid business strategy. Supply and Demand As we turn the page on a new year, we have more reason than ever to be optimistic. Kimco is the largest publicly traded owner and operator of neighborhood and community shopping centers in North America. Our broad national scale and strong local presence make us the real estate partner of choice for many national retailers. And that gives us such tremendous marketplace advantage right now. now, compared with about 2,000 in the industry’s heyday – and you can see that the law of supply and demand is definitely in our favor. Why are retailers expanding so aggressively? Simple. America is growing. This country is adding three million people a year and GDP is advancing 2 to 3 percent annually. Housing has rebounded, employment levels are up, and people are shopping again. So, what does this mean for Kimco? Good things for our portfolio. Major retailers are vying for space, and that’s driving up rents, occupancy and income. Operating Metrics Pointing Up As we look at our operating dashboard for 2013, all of the dials are pointing up. Same-property net operating income (NOI) in our combined portfolio has grown now for 15 consecutive quarters. For the year, it was up 3.8 percent, excluding negative foreign-currency impact. Rising rents were the main factor, but so were our effor ts to reduce operating costs, improve occupancy and retention, recover lost rents, and find new ways to generate revenues. In the U.S. alone, same- property NOI grew 3.8 percent. Consider current demand. According to industry forecasts, more than 81,000 store openings are scheduled over the next two years, a five-year high for retailers for whom store counts are everything. Then consider that new shopping center development is at a 35-year low – about 100 centers a year Pro-rata occupancy in our combined portfolio reached 94.5 percent, up 70 basis points from 2012, bolstered by increased demand and a stronger mix of properties in our portfolio. In the U.S., the level was even higher at 94.9 percent, an increase of 100 basis points. 12 264149_Kimco 2013 AR NARR_r2.indd 12 3/18/14 2:50 AM Our shopping centers are 94.5%* occupied with limited new supply in the market Suburban Square, Ardmore, PA Union Crescent Plaza, Union, NJ U.S. Same-Property Net Operating Income Growth 3.8% 2.5% 1.6% 1.5% 2010 2011 2012 2013 *In the combined shopping center portfolio 14 Flager Park Plaza, Miami, FL 264149_Kimco 2013 AR NARR_r2.indd 13 13 3/18/14 2:50 AM Market at Haynes Bridge, Alpharetta, GA Properties located in our key territories* make up over 80% of Net Operating Income Drilling down further, pro-rata occupancy in our U.S. anchor space (more than 10,000 square feet) advanced 100 basis points, to 97.9 percent, while our small-shop occupancy likewise rose 100 basis points, to 85.2 percent, leaving plenty of upside potential as we drive to reach at least 90 percent small-shop occupancy by 2016. During 2013, Kimco signed 2,473 new leases, renewals and options for a total of 9.9 million square feet. In the U.S., our leasing spreads – the difference between old and new rents on the same space – rose 7.7 percent overall, including 15.6 percent for new leases and 5.9 percent for renewals and options. State of the Portfolio The TSR+ story for 2013 is really just the latest chapter of what we’ve been doing since we first announced our “back to basics” strategy in September 2010. Over the last three and a half years, we have radically reshaped our portfolio to focus squarely on top U.S. markets, A-level properties, and a return to retail real estate – and the results have been outstanding. Today, we have 852 properties, totaling 125 million square feet, in a diverse portfolio that spans 42 U.S. states, seven Canadian provinces, Puerto Rico, Mexico and South America. That compares to 948 properties and 137 million square feet at the start of our journey in 2010. We haven’t just gotten smaller and more focused, we have gotten better. Now, 79 percent of our properties are located in our 15 key U.S. territories, which include the top 10 Metropolitan Statistical Areas (MSAs) in the U.S. These are the areas with the strongest demographics, limited retail per capita, high barriers to entry, and the greatest population density – the places retailers value most. Not only is our slimmed-down, stepped-up portfolio more valuable (in terms of net asset value and shareholder returns), it produces additional income. Our pro-rata shopping center NOI is approximately $1 billion, an increase of 16 percent from 2010. Strength and stability have always been the hallmarks of our portfolio. Fifty-eight percent of our properties today have some form of grocery or food component as their anchor. These necessity retailers, along with their service-oriented co-tenants, including dry cleaners, restaurants, nail salons and health clubs, guarantee a steady flow of foot traffic and repeat business. They also are highly resistant to e-commerce; in fact, we estimate 93 percent of our tenants fall into this category. Our tenants are some of the biggest names in retailing. We are the largest publicly traded shopping center landlord to such strong credits as Costco, TJX, Home Depot, Target, Ross, Kohl’s, Walgreens, and many others. Yet, with close to 7,000 tenants and nearly twice as many leases, not one of our tenants exceeds 3 percent of our annual base rent. There is strength and stability in our diversity. Our tenant base is diverse, but our focus is singularly on retail real estate. In 2008, we derived 17 percent of our recurring earnings from non-retail properties. During 2013, that number was less than 2 percent and by the end of 2014, it should be virtually zero. 14 *Includes Canada 264149_Kimco 2013 AR NARR_r2.indd 14 3/18/14 2:04 PM Loma Square, San Diego, CA We’ve gone back to basics, and back to our roots in retail. Let’s take a look at how we’ve gotten there – and where we are going – by examining each element of our TSR+ strategy. (91,100 versus 74,800 within a three-mile radius), and average household income is 40 percent higher ($92,300 versus $65,700). Transformation Kimco, at its largest, had 951 shopping center properties encompassing 138 million square feet. The company had grown rapidly over the years through a series of acquisitions, and among the larger portfolios we purchased, asset quality varied. Yet being just big, we realized, isn’t always better. So, in 2010, we began to refocus our portfolio for greater growth and value. We decided to sell shopping centers that were outside our core operating markets, didn’t fit our desired asset profile, or had limited opportunity for repositioning. In addition, we decided to exit substantially all of our non-retail investments. Since then, our transformation has been nothing short of dramatic. We have sold 143 U.S. shopping centers for $1.2 billion, while acquiring 82 high-quality shopping centers for approximately $1.9 billion. In the last year alone, we sold 35 U.S. shopping centers for $350 million and bought 32 shopping centers for approximately $700 million. In a number of cases, we bought out the interests of our joint venture partners. Our quality trade-up has yielded impressive results, with improvements across the board. Comparing key measures for bought versus sold properties, since Investor Day 2010, pro-rata occupancy is 1,030 basis points higher (96.1 percent versus 85.8 percent), average rent per square foot is 58 percent higher ($13.97 versus $8.86), population is 22 percent higher Going forward, we will continue to refine and deepen our presence in our 15 key U.S. territories. These territories, plus Canada, today represent over 80 percent of our total NOI. As we mentioned previously, 79 percent of our U.S. portfolio is located within these key territories, and we expect that percentage to rise over the next few years as we look to exit additional properties outside – and even inside – our core markets. Currently, we have 88 properties targeted for disposition in the next two years. We plan to reinvest the proceeds to acquire more properties that meet our criteria within our key territories. Canada also remains a key market for Kimco. Our 67 properties there, encompassing 12.8 million square feet, are 96 percent occupied. Demand remains high, particularly among U.S. retailers looking to expand north of the border. Target has already opened more than 120 stores in Canada – including eight in our portfolio with one more on the way – and will soon be followed by Nordstrom’s and Saks, among others. Since 2010, we have added six shopping centers with a total of one million square feet to our Canadian portfolio, half of which we converted from preferred equity to pari-passu joint ventures and increased our ownership stake. We continue to seek opportunistic investments, but because of the high value of Canadian retail real estate, our primary focus now is to drive organic growth from of our existing portfolio. 264149_Kimco 2013 AR NARR_r2.indd 15 15 3/18/14 2:50 AM 93% of our tenants operate stores resistant to e-commerce Suburban Square, Ardmore, PA Santee Trolley Square, Santee, CA Redevelopment Gross Costs by Stage ($ millions) Active Planning Evaluation $210 $320 $225 16 San Dimas Marketplace, San Dimas, CA 264149_Kimco 2013 AR NARR_r2.indd 16 3/18/14 3:09 AM We believe we can unlock tremendous value by redeveloping and re-tenanting the strongly situated properties we already own in our key territories. Overall, our transformation journey is creating a stronger, more valuable shopping center por tfolio – one that continues to provide a broad national platform for Kimco to serve as a top landlord to national retailers, while providing a more concentrated local presence to enhance our operating efficiency. Simplification Over the years, as we grew through acquisitions, we entered into a number of joint ventures that allowed us to partner with other investors on larger deals. This made great sense, and it still does, but it added complexity to our ownership structure. Today, we view our joint ventures as potential sources of additional investment, as our partners look to monetize their positions and we look to simplify our business model. In 2010, our gross real estate investment in joint ventures was approximately $12.3 billion, or 551 properties, compared to $10.5 billion, or 412 properties, today. Over the last few years, we have been reducing our joint venture platforms through property sales or by acquiring partnership interests selectively and accretively. Since Investor Day 2010, we’ve acquired 12 joint venture properties outright for approximately $540 million, while also increasing our ownership interest in several of our best and highest-profile joint ventures. These include our Kimco UBS (KUBS), Kimco Income Fund I (KIF I) and Kimco Income REIT (KIR) joint ventures, where we bought out certain partners and increased our ownership interest in a significant number of high- quality assets. We also have been monetizing aggressively our Latin American portfolio as values in Mexico heat up, and as we move away from South America, where a lack of scale and inefficient tax structures do not allow us to earn the return we expect. In 2013, we sold 112 properties in Latin America for more than $1 billion, leaving us with a total remaining investment there of $450 million. We currently have 41 shopping centers left in Mexico, and three remaining properties in South America. We expect to sell all of them by the end of the year. With our retail-only focus, we also have pared our non-retail assets to about $61 million, less than one half of one percent of our total gross assets and down from 10 percent of our gross assets at the peak. In the past year, we sold our largest remaining non-retail asset, the InTown Suites portfolio of extended-stay properties, for $735 million. These moves are transforming Kimco into a pure-play retail real estate company focused exclusively on the U.S. and Canada, where the future looks brightest. Redevelopment We have long believed we can unlock tremendous value by redeveloping and re-tenanting the strongly situated properties we already own in our key territories. Last year, we spent $62.6 million on redevelopment and value creation projects, a relative drop in the bucket compared with our ambitious plans of investing more than $750 million in such projects over the next several years. 264149_Kimco 2013 AR NARR_r2.indd 17 17 3/18/14 2:39 PM Our seasoned team of finance and investment professionals does a great job providing the financial flexibility we need to take advantage of our “Plus” opportunities. We view redevelopment as a win-win-win opportunity. Not only can we increase the value of our shopping centers by attracting top-quality tenants and improving net asset value, but we also believe it is one of the best uses of shareholder capital today. For the average project, we expect to earn returns approaching double digits. Our projects range from large-scale redevelopment, where we demolish existing buildings and build brand-new square footage, to splitting up former anchor space for multiple tenants and creating new storefronts, to developing pads and outparcels at the front of a shopping center that command higher rents because of their greater visibility and easier access. Our newest crown jewel is our recently completed Richmond Shopping Center redevelopment in Staten Island, N.Y. We converted an empty box previously occupied by Kmart into a new, higher-income-producing store ground-leased to Target. We also added outparcels for Miller’s Ale House and Bank of America, and made other improvements that attracted Old Navy and Five Guys Burgers and Fries. This project created an incremental value of more than $35 million. Redevelopment and re-tenanting help us unlock the embedded value in our U.S. shopping center portfolio by allowing us to turn over leases signed more than 20 years ago at what are now below-market rents. Nearly 20 percent of our leases fit this category, and 80 percent of those leases are currently below market. The upside potential from bringing those leases up to market, we believe, is enormous. For example, we have five Kmart leases expiring through 2017 that are 260% below market and another 10 office supply leases expiring during the same period that are 69% below market. The ‘Plus’ Opportunistic retail investments, what we call “the Plus” in our TSR+ strategy, provide the extra value kicker for our shareholders. Kimco has a long history of capitalizing on these investment opportunities. Our strong financial position and long- standing relationships with real estate real-estate-rich retailers and investment partners put us in an ideal position to make investments in or acquire retail properties held by retailers in distressed situations. We leverage our experience and knowledge of the bankruptcy process and the strategic alternatives available to retailers when they are looking to shed assets and raise capital. By helping struggling retailers reorganize and maximize the value of their retail real estate assets, we can often keep their banners in business and share in the value creation. One of the best and most recent examples is Kimco’s participation in an investment consortium that bought five grocery banners – Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market – encompassing 877 stores, from Supervalu Inc. About half of our $71 million investment was used to purchase a 13.6 percent stake in the joint venture, while the rest was used to purchase 3 percent of Supervalu’s outstanding shares, an investment that already has appreciated considerably in value. And, more recently, in March 2014, we announced our commitment to invest up to $90 million, as part of the same consortium, in the acquisition of over 1,300 Safeway stores. Our seasoned team of finance and investment professionals does a great job maintaining our strong balance sheet and ensuring an efficient, conservative capital structure. Our net-debt-to-EBITDA as adjusted of 5.5 times and our strong liquidity position of $1.75 billion give us maximum flexibility to take advantage of opportunities to grow our business. 18 264149_Kimco 2013 AR NARR_r2.indd 18 3/18/14 1:47 PM Quincy Place, Aurora, CO Westlake S.C., Daly City, CA Building A Sustainable Business For Our Many Stakeholders In recognition of these and other initiatives, Kimco was honored as NAREIT’s 2013 Retail “Leader in the Light.” The award is linked, in part, to the results of the Global Real Estate Sustainability Benchmark (GRESB). Since 2011, Kimco has responded annually to both the GRESB and Carbon Disclosure Project (CDP) investor surveys, significantly improving its scores each year. In 2014, Kimco plans to issue its first Corporate Responsibility report based on Global Reporting Initiative (GRI) standards, a major milestone in the growth of the company’s Corporate Responsibility program. As these efforts evolve, Kimco will go beyond the common areas of its shopping centers to partner with tenants on sustainability programs that lower their total cost of occupancy, make Kimco’s properties more attractive and valuable, and enhance the company’s environmental performance – for the benefit of all. Since its founding in 1958, Kimco has focused on building a thriving and sustainable business that delivers value for investors, tenants, employees and communities alike. Financial performance has and will always be at the center of Kimco’s value proposition, but how we conduct business is also critical to our long-term success. That includes understanding and working to meet the needs of our many stakeholders, and taking actions that positively impact the environment and the communities we serve. The TSR+ strategy that guides our business growth also informs our Corporate Responsibility Program. Consider these examples: Transform: We are making lighting and landscape improve- ments that deliver lower operating costs at our top-tier properties, freeing up resources to otherwise enhance the appearance and shopper experience at these centers. Simplify: Our utility management initiative has greatly simplified the process by which we measure, manage and report energy and water usage across approximately 7,500 utility accounts – leveraging our scale to drive lower operating costs and reductions in our environmental footprint. Redevelop: We are reinvesting to create more value and deepen tenant relationships at prime shopping center locations through our energy services initiative. Kimco’s portfolio of roof-top solar arrays was recently recognized by the Solar Energy Industries Association® as among the largest of any U.S. real estate company. 264149_Kimco 2013 AR NARR_r2.indd 19 19 3/18/14 2:50 AM Mountain Island Marketplace,Charlotte,NC Shops at Kildeer, Kildeer, IL Looking Ahead Over the next three years, we expect to grow NOI in our existing portfolio at a compound annual growth rate of about 4 percent. We’ll get there through a combination of organic growth in contractual rent, increasing portfolio occupancy to more than 96 percent, generating more income from redevelopment and re-tenanting, and making additional high- quality acquisitions. Our People We couldn’t successfully execute our TSR+ strategy without our committed team of skilled associates. Although our scope is national, retail real estate is still very much a local business that requires local experience and relationships. In other words, boots on the ground. Our regional leaders have, on average, 28 years of industry experience. They oversee an integrated network of 28 offices – more than any other retail REIT – where local teams handle everything – leasing, property management, redevelopment, construction, legal, accounting and finance – at the local level. We think this decentralized approach, with appropriate central governance and support systems, is the right way to run our business. Our people know the ins and outs of the local market, they are intimately familiar with each of our properties and tenants, and they know what it takes to create value – for retailers, consumers, investors and communities. We believe the people of Kimco are the best in the business, and we couldn’t be more proud to call these men and women our colleagues. Thanks to them, we had an outstanding year in 2013, and with their smarts and market savvy, continued hard work and dedication, we look forward to even greater things in the years ahead. David B. Henry Vice Chairman, President & Chief Executive Officer Conor C. Flynn Executive Vice President & Chief Operating Officer Glenn G. Cohen Executive Vice President, Chief Financial Officer & Treasurer 20 264149_Kimco 2013 AR NARR_r2.indd 20 3/18/14 2:50 AM PM S 2945 RGB CMYK R E A L T Y R E A L T Y R E A L T Y FORM 10-K 264149_Kimco_10K_CVR_R1.indd 1 3/18/14 2:05 AM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 1-10899 Kimco Realty Corporation (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 13-2744380 (I.R.S. Employer Identification No.) 3333 New Hyde Park Road, New Hyde Park, NY 11042-0020 (Address of principal executive offices) (Zip Code) (516) 869-9000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $.01 per share. Title of each class Depositary Shares, each representing one-hundredth of a share of 6.90% Class H Cumulative Redeemable Preferred Stock, par value $1.00 per share. Depositary Shares, each representing one-thousandth of a share of 6.00% Class I Cumulative Redeemable Preferred Stock, par value $1.00 per share. Depositary Shares, each representing one-thousandth of a share of 5.50% Class J Cumulative Redeemable Preferred Stock, par value $1.00 per share. Depositary Shares, each representing one-thousandth of a share of 5.625% Class K 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 New York Stock Exchange New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ 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 ☐ No ☑ Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,” “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer (Do not check if a smaller reporting company.)   Accelerated filer Smaller reporting company   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $9.5 billion based upon the closing price on the New York Stock Exchange for such equity on June 30, 2013. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) 409,772,726 shares as of February 13, 2014. DOCUMENTS INCORPORATED BY REFERENCE 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 expected to be held on May 6, 2014. Index to Exhibits begins on page 40. TABLE OF CONTENTS Item No. PART I 1. Business ................................................................................................................................................................................................................. 1A. Risk Factors.......................................................................................................................................................................................................... 1B. Unresolved Staff Comments ..................................................................................................................................................................... 2. 3. 4. Properties ............................................................................................................................................................................................................. Legal Proceedings ............................................................................................................................................................................................ Mine Safety Disclosures ................................................................................................................................................................................ PART II Form 10-K Report Page 3 5 12 12 13 14 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ......................................................................................................................................... 14 15 16 35 37 37 37 37 38 38 6. 7. Selected Financial Data ................................................................................................................................................................................. Management’s Discussion and Analysis of Financial Condition and Results of Operations .................................... 7A. Quantitative and Qualitative Disclosures About Market Risk ................................................................................................. 8. 9. Financial Statements and Supplementary Data................................................................................................................................ Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ................................ 9A. Controls and Procedures ............................................................................................................................................................................ 9B. Other Information ........................................................................................................................................................................................... 10. 11. 12. 13. 14. PART III Directors, Executive Officers and Corporate Governance....................................................................................................... Executive Compensation ............................................................................................................................................................................. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ......................................................................................................................................................... 38 Certain Relationships and Related Transactions, and Director Independence .............................................................. Principal Accounting Fees and Services ............................................................................................................................................... 38 38 PART IV 15. Exhibits, Financial Statement Schedules............................................................................................................................................... 39 2 FORWARD-LOOKING STATEMENTS This annual report on Form 10-K (“Form 10-K”), together with other statements and information publicly disseminated by Kimco Realty Corporation (the “Company”) 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 the 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,” “will,” “target,” “forecast” 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 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 adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on terms favorable to the Company, (iv) the Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations, (vi) the level and volatility of interest rates and foreign currency exchange rates, (vii) risks related to our international operations, (viii) the availability of suitable acquisition and disposition opportunities, (ix) valuation and risks related to our joint venture and preferred equity investments, (x) valuation of marketable securities and other investments, (xi) increases in operating costs, (xii) changes in the dividend policy for the Company’s common stock, (xiii) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center, (xiv) impairment charges and (xv) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and (xvi) the risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in this Form 10-K and in the Company’s other filings with the SEC. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures the Company makes or related subjects in the Company’s reports on Form 10-Q and Form 8-K that the Company files with the Securities and Exchange Commission (“SEC”). PART I Item 1. Business Background 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 has owned and operated neighborhood and community shopping centers for more than 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, 2013, the Company had interests in 852 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 124.5 million square feet of gross leasable area (“GLA”), and 575 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 13.2 million square feet of GLA, for a grand total of 1,427 properties aggregating 137.7 million square feet of GLA, located in 42 states, Puerto Rico, Canada, Mexico, Chile and Peru. The Company’s ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management. 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. 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. As of December 31, 2013, a total of 597 persons were employed by the Company. 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 Form 10-K. On the Company’s Web site you can obtain, free of charge, a copy of our 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 SEC. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. 3 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 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"). 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 1994, the Company reorganized as a Maryland corporation. 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. The Company's common stock, Class H Depositary Shares, Class I Depositary Shares, Class J Depositary Shares and Class K Depositary Shares are traded on the New York Stock Exchange (“NYSE”) under the trading symbols “KIM”, “KIMprH”, “KIMprI”, “KIMprJ” and “KIMprK”, respectively. The Company’s initial growth resulted primarily from ground-up development and the construction of shopping centers. Subsequently, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and continued its expansion across the nation. The Company implemented its investment real estate management format through the establishment of various institutional joint venture programs, in which the Company has noncontrolling interests. The Company earns management fees, acquisition fees, disposition fees as well as promoted interests based on achieving certain performance metrics. The Company continued its geographic expansion with investments in Canada, Mexico, Chile, Brazil and Peru, however during 2013, based upon a perceived change in market conditions the Company began its efforts to exit its investments in Mexico, and South America. The Company’s revenues and equity in income (including gains on sales and impairment losses) from its foreign investments in U.S. dollar equivalents and their respective local currencies are as follows (in millions): 2013 2012 2011 Revenues (consolidated in USD): Mexico ........................................................................................................................... Brazil ................................................................................................................................ Peru ................................................................................................................................. Chile ................................................................................................................................ $ $ $ $ 49.5 3.2 0.4 9.2 $ $ $ $ Revenues (consolidated): Mexico (Mexican Pesos “MXN”) .................................................................... Brazil (Brazilian Real) .............................................................................................. Peru (Peruvian Nuevo Sol) ................................................................................. Chile (Chilean Pesos “CLP”) ............................................................................. 673.8 6.8 1.2 4,464.7 47.3 $ 3.8 $ 0.4 $ 7.4 $ 626.5 7.2 1.1 3,648.0 Equity in income (unconsolidated joint ventures, including preferred equity investments in USD): Canada ........................................................................................................................... Mexico ........................................................................................................................... Chile ................................................................................................................................ $ $ $ Equity in income (unconsolidated joint ventures, including preferred equity investments in local currencies): Canada (Canadian dollars) .................................................................................. Mexico (MXN) .......................................................................................................... Chile (CLP) .................................................................................................................. 46.1 98.1 4.2 $ $ $ 45.4 $ 15.0 $ 0.4 $ 47.5 232.3 2,141.2 44.4 152.8 194.2 46.3 3.8 0.4 0.3 570.2 6.3 1.1 144.7 21.3 11.9 0.9 19.7 123.5 411.2 The Company, through its taxable REIT subsidiaries (“TRS”), as permitted by the Tax Relief Extension Act of 1999, has been engaged in various retail real estate related opportunities, including (i) ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion and (ii) retail real estate management and disposition services, which primarily focused on leasing and disposition strategies for real estate property interests of both healthy and distressed retailers. The Company may consider other investments through its TRS should suitable opportunities arise. In addition, the Company has capitalized 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 has also provided preferred equity capital in the past to real estate entrepreneurs and, from time to time, provides real estate capital and management services to both healthy and distressed retailers. The Company has also made 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. 4 Operating and Investment Strategy The Company’s strategy is to be the premier owner and operator of neighborhood and community shopping centers through investments primarily in the U.S. and Canada. To achieve this strategy the Company is (i) striving to transform the quality of its portfolio by disposing of lesser quality assets and acquiring larger higher quality properties in key markets identified by the Company, (ii) simplifying its business by exiting Mexico, South America and reducing the number of joint venture investments and (iii) pursuing redevelopment opportunities within its portfolio to increase overall value. This strategy entailed a shift away from non-retail assets. These investments included non-retail preferred equity investments, marketable securities, mortgages on non-retail properties and several urban mixed-use properties. As of December 31, 2013, the Company had substantially completed the sale of these non-retail assets. The Company also has an active capital recycling program of selling retail assets deemed non-strategic and properties within the Company’s Latin American portfolio. In order to execute the Company’s strategy, the Company intends to continue to strengthen its balance sheet by pursuing deleveraging efforts over time, providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing on neighborhood and community shopping centers. The Company also has an institutional management business with domestic and foreign institutional partners for the purpose of investing in neighborhood and community shopping centers. In an effort to further its simplification strategy, the Company is actively pursuing opportunities to reduce its institutional management business through partner buy-outs, property acquisitions from institutional joint ventures and/or third party property sales. The Company's investment objective is to increase cash flow, current income and, consequently, the value of its existing portfolio of properties and to seek continued growth in desirable demographic areas with successful retailers through (i) the retail 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 may 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 are typically 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. 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, 2013, no single neighborhood and community shopping center accounted for more than 1.7% 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, or more than 1.3% of the Company’s total shopping center GLA. At December 31, 2013, the Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, Bed Bath & Beyond and Kohl’s which represented 3.0%, 2.8%, 2.3%, 1.8% and 1.7%, 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. 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 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. Item 1A. Risk Factors We are subject to certain business and legal risks including, but not limited to, the following: 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 believe that we have operated so as to qualify as a REIT under the Code and that our current organization and method of operation comply with the rules and 5 regulations promulgated under the Code to enable us to continue to qualify as a REIT. However, there can be no assurance that we have qualified or will continue to qualify as a REIT for federal income tax purposes. Qualification as a REIT involves the application of highly technical and complex 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. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of our assets and a requirement that at least 95% of our gross income in any year be derived from qualifying sources, such as “rents from real property.” Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, excluding net capital gains. Furthermore, we own a direct or indirect interest in certain subsidiary REITs which elected to be taxed as REITs for federal income tax purposes under the Code. Provided that each subsidiary REIT qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. The failure of a subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT. If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to pay dividends to stockholders for each of the years involved because:  we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax at regular corporate rates;  we could be subject to the federal alternative minimum tax and possibly increased state and local taxes;  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  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 also impair our ability to expand our business or raise capital and materially adversely affect the value of our securities. To maintain our REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market conditions. To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, excluding capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our net taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. While we have historically satisfied these distribution requirements by making cash distributions to our stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming we continue to satisfy these distributions requirements with cash, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. Adverse global market and economic conditions may impede our ability to generate sufficient income and maintain our properties. The economic performance and value of our properties is subject to all of the risks associated with owning and operating real estate, including:  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;  trends toward smaller store sizes as retailers reduce inventory and new prototypes;  increasing use by customers of e-commerce and online store sites;  the attractiveness of our properties to tenants;  the ability of tenants to pay rent, particularly anchor tenants with leases in multiple locations;  tenants who may declare bankruptcy and/or close stores; 6  competition from other available properties to attract and retain tenants;  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;  changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes;  acts of terrorism and war, acts of God and physical and weather-related damage to our properties; and  the potential risk of functional obsolescence of properties over time. Competition may limit our ability to purchase new properties or generate sufficient income from tenants and may decrease the occupancy and rental rates for our properties. 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: the adverse financial condition of some large retailing companies; the impact of internet sales on the demand for retail space;  weakness in the national, regional and local economies;    ongoing consolidation in the retail sector; and  the excess amount of retail space in a number of markets. In addition, numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and properties for acquisition. New regional malls, open-air lifestyle centers or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at or prior to renewal. Retailers at our properties may face increasing competition from other retailers, e-commerce, outlet malls, discount shopping clubs, catalog companies, direct mail, telemarketing or home shopping networks, all of which could (i) reduce rents payable to us; (ii) reduce our ability to attract and retain tenants at our properties; or (iii) lead to increased vacancy rates at our properties. We may fail to anticipate the effects of changes in consumer buying practices, particularly of growing online sales and the resulting retailing practices and space needs of our tenants or a general downturn in our tenants’ businesses, which may cause tenants to close stores or default in payment of rent. Our performance depends on our ability to collect rent from tenants, our tenants’ financial condition and our tenants maintaining leases for our properties. At any time our tenants, particularly small local stores, 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 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 the 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 financial condition, results of operations and cash flows. 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 we hold, if at all. 7 We may be unable to sell our real estate property investments when appropriate or on terms favorable to us. Real estate property investments are illiquid and generally cannot be disposed of quickly. In addition, the federal tax code restricts 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 our portfolio in response to economic or other conditions promptly or on terms favorable to us within a time frame that we would need. 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. 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 from other activities. 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 will have devoted management’s 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 of at the time of the acquisition. In addition, development of our existing properties presents similar risks. Newly acquired or re-developed 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, particularly in secondary markets. Also, newly acquired properties may not perform as expected. We face competition in pursuing acquisition or development opportunities that could increase our costs. We face competition in the acquisition, development, operation and sale of real property from others engaged in real estate investment that could increase our costs associated with purchasing and maintaining assets. 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. 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 properties as a co-venturer or partner, 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 ours, take action contrary to our interests or otherwise impede our objectives. These investments involve risks and uncertainties. The co-venturer or partner may fail to provide capital or fulfill its obligations, which may result in certain liabilities to us for guarantees and other commitments, conflicts arising between us and our partners and the difficulty of managing and resolving such conflicts, and the difficulty of managing or otherwise monitoring such business arrangements. The co-venturer or partner also might become insolvent or bankrupt, which may result in significant losses to us. Although our joint venture arrangements may allow us to share risks with our joint-venture partners, these arrangements may also decrease our ability to manage risk. Joint ventures implicate additional risks, such as:  potentially inferior financial capacity, diverging business goals and strategies and the need for our venture partner’s continued cooperation;  our inability to take actions with respect to the joint venture activities that we believe are favorable to us if our joint venture partner does not agree;  our inability to control the legal entity that has title to the real estate associated with the joint venture;  our lenders may not be easily able to sell our joint venture assets and investments or may view them less favorably as collateral, which could negatively affect our liquidity and capital resources;  our joint venture partners can take actions that we may not be able to anticipate or prevent, which could result in negative impacts on our debt and equity; and  our joint venture partners’ business decisions or other actions or omissions may result in harm to our reputation or adversely affect the value of our investments. 8 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. We intend to continue to sell our non-retail and non-strategic assets over the next several years and may not be able to recover our investments, which may result in significant losses to us. There can be no assurance that we will be able to recover the current carrying amount of all of our non-retail and/or non- strategic properties and investments and those of our unconsolidated joint ventures in the future. Our failure to do so would require us to recognize impairment charges for the period in which we reached that conclusion, which could materially and adversely affect our business, financial condition, operating results and cash flows. We have significant international operations, which may be affected by economic, political and other risks associated with international operations, and this could adversely affect our business. The risks we face in international business operations include, but are not limited to:   currency risks, including currency fluctuations; unexpected changes in legislative and regulatory requirements, including changes in applicable laws and regulations in the United States that affect foreign operations; potential adverse tax burdens; burdens of complying with different accounting and permitting standards, labor laws and a wide variety of foreign laws;    obstacles to the repatriation of earnings and cash;  regional, national and local political uncertainty;  economic slowdown and/or downturn in foreign markets;  difficulties in staffing and managing international operations;  difficulty in administering and enforcing corporate policies, which may be different than the normal business practices of local cultures; and reduced protection for intellectual property in some countries.  Each of these risks might impact our cash flow or impair our ability to borrow funds, which ultimately could adversely affect our business, financial condition, operating results and cash flows. Currency fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment result in a cumulative translation adjustment (“CTA”), which is recorded as a component of Accumulated other comprehensive income (“AOCI”) on the Company’s Consolidated Balance Sheets. The CTA amounts are subject to future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Changes in exchange rates are impacted by many factors that cannot be forecasted with reliable accuracy. Any change could have a favorable or unfavorable impact on the Company’s CTA balance. The Company’s aggregate CTA net loss balance at December 31, 2013 is $91.0 million. Based on the Company’s foreign investment balances at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $92.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $75.4 million. Under U.S. GAAP, the Company is required to release CTA balances into earnings when the Company has substantially liquidated its investment in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio and the Company may, in the near term, substantially liquidate all of its investments in this portfolio which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings. At December 31, 2013, the aggregate CTA net loss balance relating to the Company’s Latin American portfolio is $114.7 million. Based on the Company’s foreign investment balances in Latin Americas at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $48.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $39.4 million. In order to fully develop our international operations, we must overcome cultural and language barriers and assimilate different business practices. In addition, we are required to create compensation programs, employment policies and other administrative programs that comply with laws of multiple countries. We also must communicate and monitor standards and directives in our international locations. Our failure to successfully manage our geographically diverse operations could impair our ability to react quickly to changing business and market conditions and to enforce compliance with standards and procedures. Since a meaningful portion of our revenues are generated internationally, we must devote substantial resources to managing our international operations. 9 Our future success will be influenced by our ability to anticipate and effectively manage these and other risks associated with our international operations. Any of these factors could, however, materially adversely affect our international operations and, consequently, our financial condition, results of operations and cash flows. We cannot predict the impact of laws and regulations affecting our international operations nor the potential that we may face regulatory sanctions. Our international operations include properties in Canada, Mexico, Chile, Brazil and Peru and are subject to a variety of United States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”). We have policies and procedures designed to promote compliance with the FCPA and other anti-corruption laws, but we cannot assure you that we will continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject, the manner in which existing laws might be administered or interpreted, or the potential that we may face regulatory sanctions. We cannot assure you that our employees will adhere to our Code of Conduct or any other of our policies, applicable anti- corruption laws, including the FCPA, or other legal requirements. Failure to comply or violations of any applicable policies, anti- corruption laws, or other legal requirements may subject us to legal, regulatory or other sanctions, including criminal and civil penalties and other remedial measures. We have received a subpoena from the Enforcement Division of the SEC in connection with the SEC’s investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the FCPA. We are cooperating with the SEC investigation and a parallel investigation by the U.S. Department of Justice (“DOJ”). See “Item 3. Legal Proceedings,” below. The DOJ and the SEC have a broad range of civil and criminal sanctions under the FCPA and other laws and regulations, which they may seek to impose against corporations and individuals in appropriate circumstances including, but not limited to, injunctive relief, disgorgement, fines, penalties and modifications to business practices and compliance programs. Any of these remedial measures, if applicable to us, could have a material adverse impact on our business, results of operations, financial condition and liquidity. We face risks relating to cybersecurity attacks, loss of confidential information and other business disruptions. Our business is at risk from and may be impacted by cybersecurity attacks, including attempts to gain unauthorized access to our confidential data and other electronic security breaches. Such cyber-attacks can range from individual attempts to gain unauthorized access to our information technology systems to more sophisticated security threats. While we employ a number of measures to prevent, detect and mitigate these threats including password protection, backup servers and annual penetration testing, there is no guarantee such efforts will be successful in preventing a cyber-attack. Cybersecurity incidents could compromise the confidential information of our tenants, employees and third party vendors and disrupt and effect the efficiency of our business operations. 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. 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 terms favorable to us. The inability to obtain financing on a timely basis could have negative effects on our business, such as:  we could have great difficulty acquiring or developing properties, which would materially adversely affect our business strategy;  our liquidity could be adversely affected;  we may be unable to repay or refinance our indebtedness;  we may need to make higher interest and principal payments or sell some of our assets on terms unfavorable to us to fund our indebtedness; or  we may need to issue additional capital stock, which could further dilute the ownership of our existing shareholders. Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on terms favorable to us, if at all, and could significantly reduce the market price of our publicly traded securities. We are subject to financial covenants that may restrict our operating and acquisition activities. Our revolving credit facility, term loans and the indentures under which our senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios and 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 10 be advantageous. In addition, failure to meet any of the financial covenants could cause an event of default under our revolving credit facility, term loans and the indentures and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us. 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:    the extent of institutional investor interest in us; the reputation of REITs generally and the reputation of REITs with portfolios similar to ours; 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, potential future cash dividends and risk profile; 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.  We may change the dividend policy for our common stock in the future. The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, operating cash flows, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness including preferred stock, the annual distribution requirements under the REIT provisions of the Code, state law and such other factors as our Board of Directors deems relevant or are requirements under the Code or state or federal laws. Any change in our dividend policy could have a material adverse effect on the market price of our common stock. 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:      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 the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn. These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make distribution payments. 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. 11 We may be subject to liability under environmental laws, ordinances and 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 relating 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, 2013, the Company had interests in 852 shopping center properties (the “Combined Shopping Center Portfolio”) aggregating 124.5 million square feet of gross leasable area (“GLA”) and 575 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 13.2 million square feet of GLA, for a grand total of 1,427 properties aggregating 137.7 million square feet of GLA, located in 42 states, Puerto Rico, Canada, Mexico and South America. The Company’s portfolio includes noncontrolling interests. Neighborhood and community shopping centers comprise the primary focus of the Company's current portfolio. As of December 31, 2013, the Company’s Combined Shopping Center Portfolio was 94.6% 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 137,723 square feet as of December 31, 2013. 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. This includes renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting. During 2013, the Company capitalized $11.4 million in connection with these property improvements and expensed to operations $29.3 million. 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. 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 TJX Companies, The Home Depot, Wal-Mart, Bed Bath & Beyond, Kohl’s, Royal Ahold, Sears Corporation, Best Buy, Petsmart and Ross Stores. 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. Minimum base rental revenues and operating expense reimbursements accounted for 97% and other revenues, including percentage rents, accounted for 3% of the Company's total revenues from rental property for the year ended December 31, 2013. 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. Approximately 23.9% of the Company's leases of consolidated properties 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, 2013. Additionally, a majority of the Company’s leases have provisions requiring contractual rent increases. The Company’s leases may also include escalation clauses, which provide for increases based upon changes in the consumer price index or similar inflation indices. As of December 31, 2013, the Company’s consolidated operating portfolio, comprised of 60.4 million square feet of GLA, was 94.0% leased. The U.S. properties make up the majority of the Company’s consolidated operating portfolio consisting of 56.2 million of the total 60.4 million square feet. For the period January 1, 2013 to December 31, 2013, the Company increased the average 12 base rent per leased square foot, which includes the impact of tenant concessions, in its U.S. consolidated portfolio of neighborhood and community shopping centers from $12.18 to $12.61, an increase of $0.43. This increase primarily consists of (i) a $0.12 increase relating to acquisitions, (ii) a $0.21 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio and (iii) a $0.10 increase relating to dispositions. For the period January 1, 2013 to December 31, 2013, the Company’s average base rent per leased square foot in its Mexican consolidated portfolio of neighborhood and community shopping centers increased from $9.22 to $9.45, an increase of $0.23. This increase primarily consists of (i) a $0.04 increase relating to development sites moved into occupancy in 2013, (ii) a $0.16 increase relating to new leases signed net of leases vacated and renewals within the portfolio and (iii) a $0.09 increase relating to dispositions, partially offset by (iv) the negative impact from changes in foreign currency exchange rates of $0.06. The Company has a total of 6,445 leases in the U.S. consolidated operating portfolio. The following table sets forth the aggregate lease expirations for each of the next ten years, assuming no renewal options are exercised. For purposes of the table, the Total Annual Base Rent Expiring represents annualized rental revenue, for each lease that expires during the respective year. Amounts in thousands except for number of lease data: Year Ending December 31, (1) 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Number of Leases Expiring Square Feet Expiring Total Annual Base Rent Expiring % of Gross Annual Rent 204 604 695 712 754 713 377 199 180 186 187 121 798 3,250 4,589 5,480 7,318 6,183 4,584 2,712 2,442 2,264 2,179 3,051 $ $ $ $ $ $ $ $ $ $ $ $ 11,876 46,027 62,833 71,137 91,473 81,740 54,583 34,017 29,638 29,908 30,143 33,627 1.8% 6.9% 9.5% 10.7% 13.8% 12.3% 8.2% 5.1% 4.5% 4.5% 4.5% 5.1% (1) Leases currently under month to month lease or in process of renewal During 2013, the Company executed 947 leases totaling over 6.7 million square feet in the Company’s consolidated operating portfolio comprised of 400 new leases and 547 renewals and options. The leasing costs associated with these leases are estimated to aggregate $47.6 million or $23.48 per square foot. These costs include $38.2 million of tenant improvements and $9.4 million of leasing commissions. The average rent per square foot on new leases was $14.91 and on renewals and options was $12.54. The Company will seek to obtain rents that are higher than amounts within its expiring leases, however, there are many variables and uncertainties which can significantly affect the leasing market at any time; as such, the Company cannot guarantee that future leases will continue to be signed for rents that are equal to or higher than current amounts. Ground-Leased Properties. The Company has interests in 46 consolidated shopping center properties and interests in 20 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. More specific information with respect to each of the Company's property interests is set forth in Exhibit 99.1, which is incorporated herein by reference. 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. On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the Foreign Corrupt Practices Act. The Company is cooperating fully with the SEC in this matter. The U.S. Department of Justice (“DOJ”) is conducting a parallel investigation, and the Company is cooperating with the DOJ investigation. At this point, we are unable to predict the duration, scope or result of the SEC or DOJ investigation. 13 Item 4. Mine Safety Disclosures Not applicable. PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information There were no common stock offerings completed by the Company during the three-year period ended December 31, 2013. 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 NYSE under the trading symbol "KIM". Period High Low Dividends Stock Price 2012: First Quarter ....................................................................................... $ Second Quarter ................................................................................ $ Third Quarter .................................................................................... $ Fourth Quarter ................................................................................. $ 2013: First Quarter ....................................................................................... $ Second Quarter ................................................................................ $ Third Quarter .................................................................................... $ Fourth Quarter ................................................................................. $ 19.90 $ 19.96 $ 21.16 $ 20.95 $ 22.49 $ 25.09 $ 23.24 $ 21.83 $ 16.21 $ 17.16 $ 18.62 $ 18.11 $ 19.41 $ 20.25 $ 19.68 $ 19.22 $ 0.19 0.19 0.19 0.21 (a) 0.21 0.21 0.21 0.225 (b) (a)Paid on January 15, 2013, to stockholders of record on January 2, 2013. (b) Paid on January 15, 2014, to stockholders of record on January 2, 2014. Holders The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,666 as of January 31, 2014. Dividends Since the IPO, the Company has paid regular quarterly cash dividends to its stockholders. While the Company intends to continue paying regular quarterly cash dividends, future dividend declarations will be paid at the discretion of the Board of Directors and will depend on the actual cash flows 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 operating fundamentals. The Company is required by the Code 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. The Company has determined that the $0.84 dividend per common share paid during 2013 represented 46% ordinary income, a 36% return of capital and 18% capital gain to its stockholders. The $0.76 dividend per common share paid during 2012 represented 72% ordinary income, a 23% return of capital and 5% capital gain 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 facility 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 Footnotes 12, 13 and 16 of the Notes to Consolidated Financial Statements included in this Form 10-K. 14 The Company does not believe that the preferential rights available to the holders of its Class H Preferred Stock, Class I Preferred Stock, Class J Preferred Stock and Class K 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, 2013, 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, 2013, 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. 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 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. 15 Operating Data: Revenues from rental properties (1) ....................................... $ Interest expense (3) ......................................................................... $ Early extinguishment of debt charges ..................................... $ Depreciation and amortization (3) ........................................... $ Gain on sale of development properties ............................. $ Gain on sale of operating properties, net of tax (3) ....... $ Benefit for income taxes, net (4) ............................................... $ Provision for income taxes, net (4) .......................................... $ Impairment charges (5) ................................................................... $ Income/(loss) from continuing operations (6) ................... $ Income/(loss) per common share, from continuing operations: 2013 910,356 213,911 - 247,537 - 1,432 - 34,520 91,404 249,742 Basic ........................................................................................................ $ Diluted .................................................................................................. $ 0.47 0.47 Weighted average number of shares of common stock: Basic ........................................................................................................ Diluted .................................................................................................. Cash dividends declared per common share ..................... $ 407,631 408,614 0.855 Year ended December 31, (2) 2011 (in thousands, except per share information) 2010 2012 $ $ $ $ $ $ $ $ $ $ $ $ $ 836,881 225,710 - 236,923 - 4,299 - 16,922 10,289 203,303 0.27 0.27 405,997 406,689 0.78 $ $ $ $ $ $ $ $ $ $ $ $ $ 779,156 $ 221,678 $ - $ 218,260 $ 12,074 $ 108 $ - $ 25,789 $ 13,077 $ 131,284 $ 744,342 221,930 10,811 204,969 2,080 2,377 - 7,001 32,661 105,099 0.18 $ 0.18 $ 0.10 0.10 406,530 407,669 0.73 $ 405,827 406,201 0.66 $ $ $ $ $ $ $ $ $ $ $ $ $ 2009 675,596 204,396 - 198,446 5,751 3,611 18,315 - 126,133 (41,713) (0.17) (0.17) 350,077 350,077 0.72 2013 2012 December 31, 2011 (in thousands) 2010 2009 Balance Sheet Data: $ 8,771,257 $ 8,592,760 $ 8,947,287 Real estate, before accumulated depreciation ................... $ 9,123,344 $ 9,628,762 $ 9,833,875 $ 9,751,234 Total assets ............................................................................................ $ 9,663,630 $ 4,114,385 $ 4,058,987 $ 4,195,317 Total debt ............................................................................................... $ 4,221,401 $ 4,686,386 $ 4,935,842 $ 4,765,160 Total stockholders' equity ............................................................. $ 4,632,417 479,054 $ $ 570,035 Cash flow provided by operations ........................................... $ (51,000) $ 72,235 Cash flow provided by/(used for) investing activities ..... $ $ (399,061) $ (635,377) $ Cash flow used for financing activities .................................... $ 448,613 $ (20,760 ) $ (440,125 ) $ 479,935 $ 37,904 $ (514,743) $ $ 8,882,341 $ 10,183,079 $ 4,434,383 $ 4,852,973 403,582 (343,236) (74,465) (1) Does not include revenues (i) from rental property relating to unconsolidated joint ventures, (ii) relating to the investment in retail store leases and (iii) 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, 2013, 2012, 2011, 2010 and 2009 and properties classified as held for sale as of December 31, 2013, which are reflected in discontinued operations in the Consolidated Statements of Income. (3) Does not include amounts reflected in discontinued operations. (4) Does not include amounts reflected in discontinued operations. Amounts include income taxes related to gain on transfer/sale of operating properties. (5) Amounts exclude noncontrolling interests and amounts reflected in discontinued operations. (6) Amounts include gain on transfer/sale of operating properties, net of tax and net income attributable to noncontrolling interests. 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 Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends, 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, 2013, the Company had interests in 852 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 124.5 million square feet of gross leasable area (“GLA”) and 575 other property interests, 16 primarily through the Company’s preferred equity investments and other real estate investments, totaling 13.2 million square feet of GLA, for a grand total of 1,427 properties aggregating 137.7 million square feet of GLA, located in 42 states, Puerto Rico, Canada, Mexico, Chile and Peru. 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. The Company’s strategy is to be the premier owner and operator of neighborhood and community shopping centers through investments primarily in the U.S. and Canada. To achieve this strategy the Company is (i) striving to transform the quality of its portfolio by disposing of lesser quality assets and acquiring larger higher quality properties in key markets identified by the Company, (ii) simplifying its business by exiting Mexico, South America and reducing the number of joint venture investments and (iii) pursuing redevelopment opportunities within its portfolio to increase overall value. This strategy entailed a shift away from non-retail assets. These investments included non-retail preferred equity investments, marketable securities, mortgages on non-retail properties and several urban mixed-use properties. As of December 31, 2013, the Company had substantially completed the sale of these investments. The Company also has an active capital recycling program of selling retail assets deemed non-strategic and properties within the Company’s Latin American portfolio. If the Company accepts sales prices for these assets that are less than their net carrying values, the Company would be required to take impairment charges. Additionally, the Latin America dispositions could represent the substantial liquidation of these foreign investments, which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings (see Item 7A – Foreign Investments). The Company intends to continue to strengthen its balance sheet by pursuing deleveraging efforts over time, providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing on neighborhood and community shopping centers. In addition, the Company has an institutional management business with domestic and foreign institutional partners for the purpose of investing in neighborhood and community shopping centers. In an effort to further its simplification strategy, the Company is actively pursuing opportunities to reduce its institutional management business through partner buy-outs, property acquisitions from institutional joint ventures and/or third party property sales. The following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31, 2013: Portfolio Information:  Net income available to common shareholders increased by $5.3 million to $178.0 million for the year ended December   31, 2013, as compared to $172.7 million for the corresponding period in 2012. Funds from operations (“FFO”) as adjusted increased from $1.26 per diluted share for the year ended December 31, 2012 to $1.33 per diluted share for the year ended December 31, 2013 (see additional disclosure on FFO beginning on page 32). Same Property net operating income (“NOI”) increased 3.4% for the year ended December 31, 2013, as compared to the corresponding period in 2012; excluding the negative impact of foreign currency fluctuation, this increase would have been 4.1% (see additional disclosure on NOI beginning on page 33).  Occupancy rose from 94.0% at December 31, 2012 to 94.6% at December 31, 2013 in the Combined Shopping Center Portfolio.  Occupancy rose from 93.9% at December 31, 2012 to 94.9% at December 31, 2013 for the U.S. combined shopping center portfolio.  Recognized U.S. cash-basis leasing spreads of 7.7%; new leases increased 15.6% and renewals/options increased 5.9%.  Executed 2,473 leases, renewals and options totaling approximately 9.9 million square feet in the Combined Shopping Center Portfolio. Acquisition Activity (see Footnotes 3 and 7 of the Notes to Consolidated Financial Statements):  Acquired 32 shopping center properties and eight outparcels comprising an aggregate 4.1 million square feet of GLA, for an aggregate purchase price of $724.5 million including the assumption of $279.1 million of non-recourse mortgage debt encumbering nine of the properties. The Company acquired five of these properties for an aggregate sales price of $346.4 million from joint ventures in which the Company held noncontrolling ownership interests. The Company evaluated these transactions pursuant to the Financial Accounting Statements Boards (“FASB”) Consolidation guidance. As such, the Company recognized an aggregate net gain of $21.7 million, before income tax, from the fair value adjustment associated with its original ownership due to a change in control. 17 Disposition Activity (see Footnotes 4 and 7 of the Notes to Consolidated Financial Statements):  During 2013, the Company disposed of 36 operating properties and three outparcels, in separate transactions, for an aggregate sales price of $279.5 million. These transactions resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million, before income taxes and noncontrolling interests.  During 2013, the Company sold nine land parcels for an aggregate sales price of $18.2 million in separate transactions. These transactions resulted in an aggregate gain of $11.6 million, before income taxes.  Also during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of $115.4 million. These transactions, which are included in Discontinued Operations, resulted in an aggregate gain of $23.3 million, before income taxes, and aggregate impairment charges of $26.9 million (including the release of the cumulative foreign currency translation loss of $7.8 million associated with the sale of the Company’s interest in two properties within Brazil, which represents a full liquidation of the Company’s investment in Brazil), before income taxes and noncontrolling interests.  During 2013, the Company reduced its non-retail book values by $337.3 million, of which $304.7 million was monetized. As of December 31, 2013, these investments had a book value of $61.2 million. Joint Venture Investments Activity (see Footnote 7 of the Notes to Consolidated Financial Statements):  During June 2013, the Intown portfolio was sold for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million due to the Company’s continued guarantee of a portion of the assumed debt.  Also during 2013, Kimco increased its ownership interest in three institutional joint ventures through the acquisition of additional equity interests totaling $153.0 million: Kimco Income Fund (KIF) joint venture from 15.2% to 39.5%; the Kimco Income REIT (KIR) joint venture from 45.0% to 48.6%; and the Kimstone joint venture (formerly the Kimco-UBS joint venture) from 18.0% to 33.3%.  During the year ended December 31, 2013, the Company and its joint venture partner sold their noncontrolling ownership interest in a joint venture which held interests in 84 operating properties located throughout Mexico for $603.5 million (including the assignment of $301.2 million in debt). This transaction resulted in a net gain to the Company of $78.2 million, before income taxes of $25.1 million.  Additionally, during the year ended December 31, 2013, joint ventures in which the Company held noncontrolling interests sold 20 operating properties located throughout Mexico and Chile for $341.9 million. These transactions resulted in an aggregate net gain to the Company of $22.4 million, after income tax. Capital Activity (for additional details see Liquidity and Capital Resources below):  During 2013, the Company issued $350.0 million of 10-year Senior Unsecured Notes at an interest rate of 3.125% payable semi-annually in arrears which are scheduled to mature in June 2023. Net proceeds from the issuance were $344.7 million, after related transaction costs of $0.5 million.  Additionally, during 2013, a wholly-owned subsidiary of the Company issued $200.0 million Canadian denominated (“CAD”) Series 4 unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are scheduled to mature on August 4, 2020. These proceeds were used to repay the Company’s CAD $200.0 million 5.180% unsecured notes, which matured on August 16, 2013.  Also during 2013, the Company repaid (i) its $100.0 million 6.125% senior unsecured notes, which matured in January 2013, (ii) its $75.0 million 4.70% senior unsecured notes, which matured in June 2013 and (iii) its $100.0 million 5.190% senior unsecured notes which matured on October 1, 2013.  The Company also entered into a new five year 1.0 billion Mexican peso (“MXN”) term loan which matures in March 2018. This term loan bears interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35%. The Company used these proceeds to repay its 1.0 billion MXN term loan, which matured in March 2013 and bore interest at a fixed rate of 8.58%. Impairments (see Footnote 6 of the Notes to Consolidated Financial Statements):   In connection with the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions, the Company recognized impairment charges of $190.2 million (including $98.8 million which is classified within discontinued operations), before income tax benefit and noncontrolling interests. (see Footnote 4 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). In addition to the impairment charges above, various unconsolidated joint ventures in which the Company holds noncontrolling interests recognized impairment charges relating to certain properties during 2013. The Company’s share 18 of these charges was $29.5 million (see Footnote 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K).  Also during 2013, the Company acquired the remaining interest in a portfolio of office properties from a preferred equity investment in which the Company held a noncontrolling interest and recognized a change in control loss of $9.6 million in connection with the fair value adjustment associated with the Company’s original ownership. 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 consolidation guidance of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). 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 intangible assets and liabilities, valuation of joint venture investments and other investments, realizability of deferred tax assets and uncertain tax positions. 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 earnings are 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, straight-line rent, 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 earnings are directly affected by management’s estimate of the collectability of accounts receivable. 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 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, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, 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 on a retrospective basis. The Company expenses transaction costs associated with business combinations in the period incurred. 19 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 earnings. 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 unleveraged) 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 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. 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 limited selective basis, obtained 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 joint venture that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates. Realizability of Deferred Tax Assets and Uncertain Tax Positions The Company is subject to federal, state and local income taxes on the income from its activities relating to its TRS activities and subject to local taxes on certain non-U.S. investments. The Company accounts for income taxes using the asset and liability method, which requires that deferred tax assets and liabilities be recognized based on future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted. 20 A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed. Information about an enterprise's current financial position and its results of operations for the current and preceding years is supplemented by all currently available information about future years. The Company must use judgment in considering the relative impact of negative and positive evidence. The Company believes, when evaluating deferred tax assets within its taxable REIT subsidiaries, special consideration should be given to the unique relationship between the Company as a REIT and its taxable REIT subsidiaries. This relationship exists primarily to protect the REIT’s qualification under the Code by permitting, within certain limits, the REIT to engage in certain business activities in which the REIT cannot directly participate. As such, the REIT controls which and when investments are held in, or distributed or sold from, its taxable REIT subsidiaries. This relationship distinguishes a REIT and taxable REIT subsidiary from an enterprise that operates as a single, consolidated corporate taxpayer. The Company primarily utilizes a twenty year projection of pre-tax book income and taxable income as positive evidence to overcome any negative evidence. Although items of income and expense utilized in the projection are objectively verifiable there is also significant judgment used in determining the duration and timing of events that would impact the projection. Based upon the Company’s analysis of negative and positive evidence the Company will make a determination of the need for a valuation allowance against its deferred tax assets. If future income projections do not occur as forecasted, the Company will reevaluate the need for a valuation allowance. In addition, the Company can employ additional strategies to realize its deferred tax assets, including transferring a greater portion of its property management business to the TRS, sale of certain built-in gain assets, and reducing intercompany debt. The Company recognizes and measures benefits for uncertain tax positions, which requires significant judgment from management. Although the Company believes it has adequately reserved for any uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which a change is made, which could have a material impact on operating results (see Footnote 21 of the Notes to Consolidated Financial Statements included in this Form 10-K). Results of Operations Comparison 2013 to 2012 2013 Revenues from rental properties (1) .................................... Rental property expenses: (2) ................................................. Rent ........................................................................................................ Real estate taxes .............................................................................. Operating and maintenance ...................................................... Depreciation and amortization (3) ........................................ $ $ $ $ 2012 (amounts in millions) 836.9 $ 910.4 $ 13.3 $ 117.6 115.2 246.1 $ 247.5 $ 12.7 $ 110.7 107.2 230.6 $ 236.9 $ Increase % change 73.5 0.6 6.9 8.0 15.5 10.6 8.8% 4.7% 6.2% 7.5% 6.7% 4.5% (1) Revenues from rental properties increased primarily from the combined effect of (i) the acquisition of operating properties during 2013 and 2012, providing incremental revenues for the year ended December 31, 2013 of $46.5 million, as compared to the corresponding period in 2012, (ii) an overall increase in the consolidated shopping center portfolio occupancy to 94.0% at December 31, 2013, as compared to 93.4% at December 31, 2012 and the completion of certain development and redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2013, of $23.7 million as compared to the corresponding period in 2012, and (iii) an increase in revenues relating to the Company’s Latin America portfolio of $3.3 million for the year ended December 31, 2013, as compared to the corresponding period in 2012. (2) Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee; (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and maintenance expense, which consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property 21 related expenses. Rental property expenses increased for the year ended December 31, 2013, as compared to the corresponding period in 2012, primarily due to (i) an increase in real estate taxes of $6.9 million, (ii) an increase in repairs and maintenance costs of $5.7 million, (iii) an increase in snow removal costs of $2.3 million, (iv) an increase in property services of $1.7 million and (v) an increase in utilities expense of $1.3 million, primarily due to acquisitions of properties during 2013 and 2012, partially offset by (vi) a decrease in insurance expense of $2.9 million due to a decrease in insurance claims. (3) Depreciation and amortization increased for the year ended December 31, 2013, as compared to the corresponding period in 2012, primarily due to (i) operating property acquisitions during 2013 and 2012 and (ii) expensing of unamortized tenant costs related to tenant vacancies prior to their lease expiration, partially offset by (iii) certain operating property dispositions during 2013 and 2012. General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense, and other company-specific expenses. General and administrative expenses increased $4.0 million to $127.9 million for the year ended December 31, 2013, as compared to $123.9 million for the corresponding period in 2012. This increase is primarily a result of an increase in professional fees related to the Company’s response to a subpoena from the Enforcement Division of the SEC and a parallel investigation by the DOJ, in connection with the investigation of Wal-Mart Stores, Inc. with respect to the Foreign Corrupt Practices Act (see Item 3). During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million, of which $98.8 million, before income taxes, is included in discontinued operations. These impairment charges consist of (i) $175.6 million related to adjustments to property carrying values, primarily due to sales or pending sales of properties, (ii) $10.4 million related to a cost method investment, (iii) $1.0 million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity investment. During the year ended December 31, 2012, the Company recognized impairment charges related to adjustments to property carrying values of $59.6 million, of which $49.3 million, before income taxes and noncontrolling interests, is included in discontinued operations. The Company’s estimated fair values for these assets were primarily based upon (i) estimated sales prices from third party offers relating to property carrying values and joint venture investments and (ii) a discounted cash flow model relating to the Company’s cost method investment. The Company does not have access to the unobservable inputs used by the third parties to determine these estimated fair values. The discounted cash flows model includes all estimated cash inflows and outflows over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and expectations for growth. The capitalization rate of 6.0% and discount rate of 9.5% which were utilized in this model were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective investments. Based on these inputs the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy. The property carrying value impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions. Mortgage financing income decreased $3.2 million to $4.3 million for the year ended December 31, 2013, as compared to $7.5 million for the corresponding period in 2012. This decrease is primarily due to a decrease in interest income resulting from the repayment of certain mortgage receivables during 2013 and 2012. Interest, dividends and other investment income increased $15.0 million to $17.0 million for the year ended December 31, 2013, as compared to $2.0 million for the corresponding period in 2012. This increase is primarily due to an increase in realized gains of $12.1 million resulting from the sale of certain marketable securities during 2013 and an increase in cash distributions received in excess of basis related to cost method investments of $2.2 million for the year ended December 31, 2013, as compared to the corresponding period in 2012. Other expense, net decreased $7.2 million to $0.5 million for the year ended December 31, 2013, as compared to $7.7 million for the year ended December 31, 2012. This change is primarily due to (i) increases in gains on land sales of $8.2 million for year ended December 31, 2013, as compared to the corresponding period in 2012 and (ii) an increase in gains on foreign currency of $1.5 million relating to changes in foreign currency exchange rates, partially offset by (iii) an increase in other corporate expenses of $1.9 million for the year ended December 31, 2013, as compared to the corresponding period in 2012. Interest expense decreased $11.8 million to $213.9 million for the year ended December 31, 2013, as compared to $225.7 million for the year ended December 31, 2012. This decrease is primarily related to lower interest rates on borrowings during 2013, as compared to 2012. Provision for income taxes, net increased $17.6 million to $34.5 million for the year ended December 31, 2013, as compared to $16.9 million for the corresponding period in 2012. This increase is primarily due to (i) an increase in foreign taxes of $23.6 million primarily relating to the sale of the Company’s joint venture interest in a portfolio of 84 operating properties in Mexico, (ii) an increase in income tax expense of $9.1 million relating to a change in control gain resulting from the purchase of a partner’s noncontrolling joint venture interest, (iii) a tax provision of $6.0 million resulting from incremental earnings due to increased profitability from properties within the Company’s taxable REIT subsidiaries and (iv) a tax provision of $2.4 million related to gains on 22 sale of certain marketable securities, partially offset by (v) a partial release of the deferred tax valuation allowance of $8.7 million related to FNC Realty Corp. (“FNC”) based on the Company’s estimated future earnings of FNC, (vi) an increase in income tax benefit of $7.9 million related to impairments taken during 2013, as compared to the 2012, and (vii) an increase in tax benefit of $9.4 million relating to a decrease in equity in income recognized in connection with the Albertson’s investment. Equity in income of joint ventures, net increased $95.8 million to $208.7 million for the year ended December 31, 2013, as compared to $112.9 million for the corresponding period in 2012. This increase is primarily the result of (i) an increase in gains of $120.7 million resulting from the sale of properties within various joint venture investments, primarily located in Mexico during 2013, as compared to 2012, (ii) an increase in equity in income from three joint ventures of $4.0 million due to the Company’s increase in ownership percentage and (iii) incremental earnings due to increased profitability from properties within the Company’s joint venture program, partially offset by (iv) an increase in impairment charges of $18.4 million recognized against certain joint venture investment properties primarily located in Mexico, resulting from pending property sales, taken during 2013, as compared to 2012, (v) the recognition of $7.5 million in income on the sale of certain air rights at a property within one of the Company’s joint venture investments in Canada during 2012 and (vi) a decrease in equity in income of $2.6 million from the Company’s InTown Suites investment during 2013, as compared to 2012, resulting from the sale of this investment in 2013. During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company maintains its guarantee on a portion of the debt ($139.7 million as of December 31, 2013) assumed by the buyer. The guarantee is collateralized by the buyer’s ownership interest in the portfolio. The Company is entitled to a guarantee fee, for the initial term of the loan, which is scheduled to mature in December 2015. The guarantee fee is calculated based upon the difference between LIBOR plus 1.15% and 5.0% per annum multiplied by the outstanding amount of the loan. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing directly from the Company to the buyer. Due to this continued involvement, the Company deferred its gain until such time that the guarantee and commitment expire. During 2013, the Company acquired four properties from joint ventures in which the Company had noncontrolling interests. The Company recorded an aggregate net gain on change in control of interests of $21.7 million related to the fair value adjustment associated with its original ownership of these properties. During 2012, the Company acquired four properties from joint ventures in which the Company had noncontrolling interests. The Company recorded an aggregate gain on change in control of interests of $15.6 million related to the fair value adjustment associated with its original ownership. Equity in income from other real estate investments, net decreased $22.3 million to $31.1 million for the year ended December 31, 2013, as compared to $53.4 million for the corresponding period in 2012. This decrease is primarily due to a decrease of $23.5 million in equity in income from the Albertson’s joint venture primarily due to start-up costs associated with the purchase of additional Albertson’s stores from SuperValu Inc. during 2013, as compared to 2012. During 2013, the Company disposed of 36 operating properties and three out-parcels in separate transactions, for an aggregate sales price of $279.5 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million, before income taxes. Additionally, during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of $115.4 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $23.3 million, before income taxes, and aggregate impairment charges of $26.9 million (including the release of the cumulative foreign currency translation loss of $7.8 million associated with the sale of the Company’s interest in two properties within Brazil, which represents a full liquidation of the Company’s investment in Brazil), before income taxes and noncontrolling interests. During 2012, the Company disposed of 62 operating properties and two outparcels, in separate transactions, for an aggregate sales price of $418.9 million. These transactions resulted in an aggregate gain of $85.9 million and impairment charges of $22.5 million, before income taxes, which is included in Discontinued operations in the Company’s Consolidated Statements of Income. During 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in which the Company has a 20% noncontrolling interest for a sales price of $55.5 million. This transaction resulted in a pre-tax gain of $10.0 million, of which the Company deferred $2.0 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income. Net income attributable to the Company decreased $29.8 million to $236.3 million for the year ended December 31, 2013, as compared to $266.1 million for the corresponding period in 2012. On a diluted per share basis, net income attributable to the 23 Company was $0.43 for 2013, as compared to net income of $0.42 for 2012. These changes are primarily attributable to (i) additional incremental earnings due to increased profitability from the Company’s operating properties and the acquisition of operating properties during 2013 and 2012, (ii) an increase in equity in income of joint ventures, net primarily due to gains on sales of operating properties sold within various joint venture portfolios during 2013 and (iii) an increase in gains on sale of marketable securities during 2013, partially offset by (iv) an increase in impairment charges recognized during the year ended December 31, 2013, as compared to the corresponding period in 2012 and (v) a decrease in gains on sale of operating properties. The 2012 diluted per share results were decreased by a reduction in net income available to common shareholders of $21.7 million resulting from the deduction of original issuance costs associated with the redemption of the Company’s 6.65% Class F Cumulative Redeemable Preferred Stock and 7.75% Class G Cumulative Redeemable Preferred Stock. Comparison 2012 to 2011 2012 Revenues from rental properties (1) .................. Rental property expenses: (2) ................................ Rent ....................................................................................... Real estate taxes ............................................................ Operating and maintenance .................................... Depreciation and amortization (3) ...................... $ $ $ $ 2011 (amounts in millions) 779.2 $ 836.9 $ Increase/ (Decrease) % change 57.7 7.4% 12.7 $ 110.7 107.2 230.6 $ 236.9 $ 13.8 $ 104.5 102.5 220.8 $ 218.3 $ (1.1) 6.2 4.7 9.8 18.6 (8.0)% 5.9% 4.6% 4.4% 8.5% (1) Revenues from rental properties increased primarily from the combined effect of (i) the acquisition of operating properties during 2012 and 2011, providing incremental revenues for the year ended December 31, 2012 of $50.9 million, as compared to the corresponding period in 2011, (ii) an increase in revenues relating to the Company’s Latin American portfolio of $8.0 million and (iii) the completion of certain development and redevelopment projects, tenant buyouts and overall growth in the current portfolio, providing incremental revenues of $0.9 million, for the year ended December 31, 2012, as compared to the corresponding period in 2011, partially offset by (iv) a decrease in revenues of $2.1 million for the year ended December 31, 2012, as compared to the corresponding period in 2011, primarily resulting from the partial sale of certain properties during 2012 and 2011. (2) Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee; (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and maintenance expense, which consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental property expenses increased for the year ended December 31, 2012, as compared to the corresponding period in 2011, primarily due to (i) an increase in real estate taxes of $6.3 million, primarily due to acquisitions of properties during 2012 and 2011, (ii) an increase in repairs and maintenance costs of $4.1 million, primarily due to acquisitions of properties during 2012 and 2011 (iii) an increase in insurance premiums and claims of $1.7 million and (iv) an increase in utilities of $2.0 million, partially offset by (v) a decrease in snow removal costs of $5.1 million and (vi) a decrease in rent expense of $1.1 million. (3) Depreciation and amortization increased for the year ended December 31, 2012, as compared to the corresponding period in 2011, primarily due to (i) operating property acquisitions during 2012 and 2011, (ii) the placement of certain development properties into service and (iii) tenant vacancies, partially offset by (iv) certain operating property dispositions during 2012 and 2011. Management and other fee income increased $2.2 million to $37.5 million for the year ended December 31, 2012, as compared to $35.3 million for the corresponding period in 2011. This increase is due to an increase in property management fees of $0.8 million, primarily due to the acquisitions of properties within the Company’s joint venture portfolio during 2012 and 2011, and an increase in transaction related fees of $1.4 million recognized during 2012, as compared to 2011. General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense, and other company-specific expenses. General and administrative expenses increased $5.3 million to $123.9 million for the year ended December 31, 2012, as compared to $118.6 million for the corresponding period in 2011. This increase is primarily a result of (i) an increase of $2.6 million in severance costs related to the departure of an executive officer in January 2012, (ii) an increase in professional and consulting fees of $2.1 million, primarily due to increased transactional activity, and (iii) an increase in other personnel related costs during 2012, as compared to the corresponding period in 2011. 24 During the year ended December 31, 2012, the Company recognized impairment charges of $59.6 million, $49.3 million of which is included in discontinued operations, before income tax benefit and noncontrolling interest. During the year ended December 31, 2011, the Company recognized impairment charges of $32.8 million, $19.7 million of which is included in discontinued operations, before income tax benefit and noncontrolling interest. These impairments were primarily calculated based on the usage of estimated sales prices and comparable sales information as inputs. The Company determined that its valuation in these assets was classified within Level 3 of the FASB’s fair value hierarchy. These impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions. Interest, dividends and other investment income decreased $13.8 million to $2.0 million for the year ended December 31, 2012, as compared to $15.8 million for the corresponding period in 2011. This decrease is primarily due to (i) the Company’s sale of its investment in Valad notes during 2011, resulting in a decrease in interest income of $6.2 million, (ii) a decrease in other investment income of $6.4 million relating to the receipt of cash distributions during 2011 in excess of the Company’s carrying value of a cost method investment, (iii) a reduction in interest income of $0.5 million due to repayments of notes in 2012 and 2011 and (iv) a decrease in gains on sales of securities of $0.5 million. Other expense, net increased $3.7 million to $7.7 million for the year ended December 31, 2012, as compared to $4.0 million for the corresponding period in 2011. This change is primarily due to (i) an increase in acquisition related costs of $3.1 million relating to an increase in transactional activity, (ii) a decrease in gains on foreign currency of $2.4 million relating to changes in foreign currency exchange rates, partially offset by (iii) an increase of $2.4 million in gains on land sales during 2012, as compared to the corresponding period in 2011. Interest expense increased $4.0 million to $225.7 million for the year ended December 31, 2012, as compared to $221.7 million for the corresponding period in 2011. This increase is primarily related to a decrease in capitalization of interest due to the placement of certain development and redevelopment properties into service during 2012, as compared to the corresponding period in 2011. During 2011, the Company sold a merchant building property to an unconsolidated joint venture in which the Company has a noncontrolling interest for a sales price of $37.6 million resulting in a pretax gain of $12.1 million after a deferral of $2.1 million due to the Company’s continued involvement in the property. Provision for income taxes, net decreased by $8.9 million to $16.9 million for the year ended December 31, 2012, as compared to $25.8 million for the corresponding period in 2011. This decrease is primarily due to (i) an increase in income tax benefit of $10.2 million related to impairments taken during the year ended December 31, 2012, as compared to the corresponding period in 2011, (ii) a decrease in the income tax provision expense of $5.7 million in connection with a gain on sale of a development property during 2011, (iii) a decrease in tax provision of $2.8 million resulting from the receipt of a cash distribution during 2011 in excess of the Company’s carrying value of a cost method investment and (iv) a decrease in tax provision of $2.7 million resulting from a decrease in equity in income recognized in connection with the Albertson’s investment during 2012, as compared to 2011, partially offset by (v) an increase in foreign withholding taxes of $5.4 million primarily resulting from unrealized foreign exchange gains recognized for Mexican tax purposes on U.S. denominated mortgage debt within the Company’s Latin American property portfolio. Equity in income of joint ventures, net increased $49.4 million to $112.9 million for the year ended December 31, 2012, as compared to $63.5 million for the corresponding period in 2011. This increase is primarily the result of (i) an increase in gains on sale and promote income recognized of $12.6 million, (ii) the recognition of $7.5 million in income on the sale of certain air rights at a property within one of the Company’s joint venture investments in Canada, (iii) an increase in equity in income of $5.9 million from the Company’s InTown Suites investment primarily resulting from increased operating profitability, (iv) the recognition of $2.1 million in income resulting from cash distributions received in excess of the Company’s carrying value of its investment in an unconsolidated joint venture, (v) a decrease in impairment charges of $3.2 million resulting from fewer impairment charges recognized against certain joint venture properties during the year ended December 31, 2012, as compared to the corresponding period in 2011, (vi) a decrease in equity in loss of $4.0 million resulting from the disposition of a portfolio of properties during 2011, (vii) an increase in equity in income of $6.0 million from the Company’s joint venture investments in Canada (viii) an increase in equity in income of $3.7 million from the Company’s joint venture investments in Mexico and (ix) incremental earnings due to increased profitability from properties within the Company’s joint venture program. During 2012, the Company acquired four properties from joint ventures in which the Company had noncontrolling interests. The Company recorded an aggregate gain on change in control of interests of $15.6 million related to the fair value adjustment associated with its original ownership. During 2011, the Company acquired one property from a joint venture in which the Company had a noncontrolling interest. The Company recorded an aggregate gain on change in control of interests of $0.6 million related to the fair value adjustment associated with its original ownership. 25 During 2012, the Company disposed of 62 operating properties and two outparcels, in separate transactions, for an aggregate sales price of $418.9 million. These transactions resulted in an aggregate gain of $85.9 million and impairment charges of $22.5 million, before income taxes, which is included in Discontinued operations in the Company’s Consolidated Statements of Income. During 2011, the Company disposed of 27 operating properties, one development property and one outparcel, in separate transactions, for an aggregate sales price of $124.9 million. These transactions resulted in an aggregate gain of $17.3 million and aggregate impairment charges of $16.9 million, before income taxes, which is included in Discontinued operations in the Company’s Consolidated Statements of Income. During 2011, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of $6.1 million. As a result of this capital transaction, the Company received $1.4 million of profit participation, before noncontrolling interest of $0.1 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 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in which the Company has a 20% noncontrolling interest for a sales price of $55.5 million. This transaction resulted in a pre-tax gain of $10.0 million, of which the Company deferred $2.0 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income. Net income attributable to the Company increased $97.0 million to $266.1 million for the year ended December 31, 2012, as compared to $169.1 million for the corresponding period in 2011. On a diluted per share basis, net income attributable to the Company was $0.42 for 2012, as compared to net income of $0.27 for 2011. These increases are primarily attributable to (i) additional incremental earnings due to increased profitability from the Company’s operating properties and the acquisition of operating properties during 2012 and 2011, (ii) an increase in gains on disposition of operating properties and change in control of interests, (iii) an increase in equity in income of joint ventures, net primarily due to gains on sales of operating properties sold within various joint venture portfolios during 2012 and (iv) a decrease in provision for income taxes, partially offset by (v) an increase in impairment charges recognized during the year ended December 31, 2012, as compared to the corresponding period in 2011, (vi) a decrease in interest, dividends and other investment income resulting primarily from the sale of certain marketable securities during 2011 and (vii) a decrease in gain on sale of development properties recognized during 2012, as compared to 2011. The 2012 diluted per share results were decreased by a reduction in net income available to common shareholders of $21.7 million resulting from the deduction of original issuance costs associated with the redemption of the Company’s 6.65% Class F Cumulative Redeemable Preferred Stock and 7.75% Class G Cumulative Redeemable Preferred Stock. Liquidity and Capital Resources The Company’s capital resources include accessing the public debt and equity capital markets, mortgage and construction loan financing, borrowings under term loans and immediate access to an unsecured revolving credit facility with bank commitments of $1.75 billion. The Company’s cash flow activities are summarized as follows (in millions): Net cash flow provided by operating activities ............................... $ Net cash flow provided by/(used for) investing activities .......... $ Net cash flow used for financing activities .......................................... $ 570.0 $ 72.2 $ (635.4) $ 479.1 $ (51.0) $ (399.1) $ 448.6 (20.8) (440.1) 2013 Year Ended December 31, 2012 2011 Operating Activities The Company anticipates that cash on hand, borrowings under its revolving credit facility, 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, 2013, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2013 and 2012, (iii) new leasing, expansion and re-tenanting of core portfolio properties and (iv) operational distributions from the Company’s joint venture programs. Cash flow provided by operating activities for the year ended December 31, 2013, was $570.0 million, as compared to $479.1 million for the comparable period in 2012. The change of $90.9 million is primarily attributable to (i) increased operational distributions from joint ventures and other real estate investments, (ii) changes in accounts payable and accrued expenses due to timing of payments and (iii) higher operational income from operating properties including properties acquired during 2013 and 2012, partially offset by (iv) changes in other operating assets and liabilities due to timing of payments and receipts. 26 Investing Activities Cash flows provided by investing activities for the year ended December 31, 2013, was $72.2 million, as compared to cash flows used for investing activities of $51.0 million for the comparable period in 2012. This change of $123.2 million resulted primarily from (i) an increase in reimbursements of investments and advances to real estate joint ventures of $252.3 million, primarily due to the sale of certain properties within joint ventures, (ii) a decrease in acquisition of operating real estate of $88.3 million, (iii) an increase in proceeds from the sale of marketable securities of $26.3 million, partially offset by (iv) an increase in investments and advances to real estate joint ventures of $76.7 million, (v) a decrease in proceeds from the sale of operating properties of $63.7 million, (vi) an increase in investment in marketable securities of $33.6 million, (vii) a decrease in investment/collection, net of mortgage loan receivable of $29.9 million, (viii) an increase in other investments of $20.4 million and (ix) an increase in other real estate investments of $17.9 million. Acquisitions of Operating Real Estate During the years ended December 31, 2013 and 2012, the Company expended $354.3 million and $442.5 million, respectively, towards the acquisition of operating real estate properties. The Company’s strategy is to continue to transform its operating portfolio through its capital recycling program by acquiring what the Company believes are high quality US retail properties and disposing of lesser quality assets. The Company anticipates to acquire approximately $500.0 million to $1.0 billion of operating properties during 2014. The Company intends to fund these acquisitions with proceeds from sales of the Company’s non-strategic properties, cash flow from operating activities, assumption of mortgage debt, if applicable, and availability under the Company’s revolving line of credit. Improvements to Operating Real Estate During the years ended December 31, 2013 and 2012, the Company expended $107.3 million and $109.9 million, respectively, towards improvements to operating real estate. These amounts are made up of the following (in thousands): Redevelopment/renovations ............................................................................................... Tenant improvements/tenant allowances .................................................................... Other ............................................................................................................................................... Total ............................................................................................................................................. $ $ 39,531 $ 57,473 10,273 107,277 $ 51,520 48,137 10,271 109,928 The Year Ended December 31, 2013 2012 Additionally, during the years ended December 31, 2013 and 2012, the Company capitalized interest of $1.3 million and $1.5 million, respectively, and capitalized payroll of $1.6 million and $1.0 million, respectively, in connection with the Company’s improvements of real estate. The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes will increase the overall value by bringing in new tenants and improving the assets value. The Company has identified three categories of redevelopment, (i) large scale redevelopment, which involves demolishing and building new square footage, (ii) value creation redevelopment, which includes the subdivision of large anchor spaces into multiple tenant layouts, and (iii) creation of out-parcels and pads which are located in the front of the shopping center properties. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts during 2014 will be approximately $150 million to $200 million. The funding of these capital requirements will be provided by cash flow from operating activities and availability under the Company’s revolving line of credit. Investments and Advances to Real Estate Joint Ventures During the year ended December 31, 2013, the Company expended $296.6 million for investments and advances to real estate joint ventures and received $440.1 million from reimbursements of investments and advances to real estate joint ventures, including the increase in ownership percentages of the Kimstone, KIR and KIF joint ventures, the refinancing of debt and sales of properties, inclusive of the sale of the Intown portfolio and the American Industries portfolio. (See Footnote 7 of the Notes to the Consolidated Financial Statements included in this Form 10-K.) 27 Dispositions and Transfers During the year ended December 31, 2013, the Company received net proceeds of $385.8 million relating to the sale of various operating properties. (See Footnote 4 of the Notes to the Consolidated Financial Statements included in this Form 10-K.) Financing Activities Cash flow used for financing activities for the year ended December 31, 2013, was $635.4 million, as compared to $399.1 million for the comparable period in 2012. This change of $236.3 million resulted primarily from (i) a decrease in proceeds from issuance of stock of $766.5 million, (ii) an increase in net repayments/ borrowings under unsecured term loan/notes of $109.3 million, (iii) an increase in net repayments/borrowings under the Company’s unsecured revolving credit facility of $66.3 million and (iv) an increase in dividends paid of $17.6 million, partially offset by, (v) the redemption of the Company’s 6.65% Class F Preferred Stock and 7.75% Class G Preferred Stock of $635.0 million during 2012, (vi) a decrease in repurchases of common stock of $30.9 million, (vii) a decrease in principal payments of $30.0 million, and (viii) an increase in proceeds from mortgage/construction loan financing of $21.2 million. 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. The Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks. The Company has noticed a continuing trend that although pricing remains dependent on specific deal terms, generally spreads for non-recourse mortgage financing have stabilized from levels a year ago. The unsecured debt markets are functioning well and credit spreads are at manageable levels. The Company continues to assess 2014 and beyond to ensure the Company is prepared if credit market conditions weaken. Debt maturities for 2014 consist of: $419.9 million of consolidated debt; $384.2 million of unconsolidated joint venture debt; and $62.2 million of preferred equity debt, assuming the utilization of extension options where available. The 2014 consolidated debt maturities are anticipated to be extended, refinanced or repaid with operating cash flows and borrowings from the Company’s credit facility (which at December 31, 2013, had $1.6 billion available). The 2014 unconsolidated joint venture and preferred equity debt maturities are anticipated to be extended or repaid through debt refinancing and partner capital contributions, as deemed appropriate. The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintain its investment-grade debt ratings. The Company plans to continue strengthening its balance sheet by pursuing deleveraging efforts over time. 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. 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 $9.3 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. The Company will continue to access these markets, as available. The Company has a $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in October 2015 and has a one-year extension option. This credit facility, provides 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 Credit Facility accrues at LIBOR plus 1.05% (1.22% as of December 31, 2013) and fluctuates in accordance with changes in the Company’s senior debt ratings and has a facility fee of 0.20% per annum. As part of this Credit Facility, the Company has a competitive bid option whereby the Company could auction up to $875.0 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. In addition, as part of the Credit Facility, the Company has a $500.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the 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, 2013, the Credit Facility had a balance of $194.5 million outstanding and $3.3 million appropriated for letters of credit. 28 Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants. The financial covenants for the 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.................................................................. Must Be <60% <35% >1.75x >1.50x As of 12/31/13 40% 9% 3.89x 2.91x For a full description of the Credit Facility’s covenants refer to the Credit Agreement dated as of October 27, 2011 filed in the Company’s Current Report on Form 8-K dated November 2, 2011. During March 2013, the Company entered into a new five year 1.0 billion Mexican peso (“MXN”) term loan which matures in March 2018. This term loan bears interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.146% as of December 31, 2013). The Company has the option to swap this rate to a fixed rate at any time during the term of the loan. The Company used these proceeds to repay its 1.0 billion MXN term loan, which matured in March 2013 and bore interest at a fixed rate of 8.58%. As of December 31, 2013, the outstanding balance on this new term loan was MXN 1.0 billion (USD $76.5 million). The Mexican term loan covenants are similar to the Credit Facility covenants described above. The Company also has a $400.0 million unsecured term loan with a consortium of banks, which accrues interest at LIBOR plus 105 basis points (1.22% as of December 31, 2013). The term loan is scheduled to mature in April 2014, with three additional one- year options to extend the maturity date, at the Company’s discretion, to April 17, 2017. Pursuant to the terms of the Credit Agreement, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. Proceeds from this term loan were used for general corporate purposes including the repayment of debt. The term loan covenants are similar to the Credit Facility covenants described above. During January 2014, the Company exercised its option to extend the maturity date to April 17, 2015. During April 2012, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for the future unlimited offerings, from time-to-time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants. The Company, pursuant to this shelf registration statement 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 Footnote 12 of the Notes to Consolidated Financial Statements included in this Form 10-K.) The Company’s supplemental indenture governing its medium term notes (“MTN”) 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 Annual Must Be <60% <40% As of 12/31/13 38% 9% Service Charge ............................................................................................................................................................... Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness.............................. >1.50x >1.50x 5.0x 2.8x For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fifth Supplemental Indenture dated as of September 24, 2009; the Fifth Supplemental Indenture dated as of October 31, 2006; the Sixth Supplemental Indenture dated as of May 23, 2013 filed in the Company's Current Report on Form 8-K dated May 23, 2013 and First Supplemental Indenture dated October 31, 2006, as filed with the U.S. Securities and Exchange Commission. See the Exhibits Index for specific filing information. During May 2013, the Company issued $350.0 million of 10-year Senior Unsecured Notes at an interest rate of 3.125% payable semi-annually in arrears and are scheduled to mature in June 2023. Net proceeds from the issuance were $344.7 million, after related transaction costs of $0.5 million. The proceeds were used for general corporate purposes including the partial reduction of borrowings under the Company’s revolving credit facility and the repayment of the $75.0 million senior unsecured notes which matured in June 2013. 29 During July 2013, a wholly-owned subsidiary of the Company issued $200.0 million Canadian denominated (“CAD”) Series 4 unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are scheduled to mature on August 4, 2020. Proceeds from these notes were used to repay the Company’s CAD $200.0 million 5.180% unsecured notes, which matured on August 16, 2013. During 2013, the Company also (i) repaid its $100.0 million 6.125% senior unsecured notes, which matured in January 2013, (ii) repaid its $100.0 million 5.190% senior unsecured notes which matured on October 1, 2013, (iii) assumed $284.9 million of individual non-recourse mortgage debt relating to the acquisition of nine operating properties, including an increase of $5.8 million associated with fair value debt adjustments, (iv) repaid $256.3 million of mortgage debt that encumbered 14 properties and (v) obtained $36.0 million of individual non-recourse debt relating to three operating properties. 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, 2013, the Company had over 390 unencumbered property interests in its portfolio. 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 were $400.4 million in 2013, $382.7 million in 2012 and $353.8 million in 2011. 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 Board of Directors declared a quarterly cash dividend per common share of $0.225 payable to shareholders of record on January 2, 2014, which was paid on January 15, 2014. Additionally, the Company’s Board of Directors declared a quarterly cash dividend of $0.225 per common share payable to shareholders of record on April 3, 2014, which is scheduled to be paid on April 15, 2014. The Company is subject to taxes on its activities in Canada, Mexico, Brazil, Chile, and Peru. During 2013, less than $0.1 million of withholding and transaction taxes were withheld from distributions related to foreign activities. In general, under local country law applicable to the structures the Company has in place and applicable treaties, the repatriation of cash to the Company from its subsidiaries and joint ventures in Canada, Mexico and Brazil generally are not subject to withholding tax. The Company does not anticipate the need to repatriate foreign funds from Chile, Peru or Brazil to provide for its cash flow needs in the U.S. and, as such, no significant withholding or transaction taxes are expected in the foreseeable future. The Company will be subject to withholding taxes in Chile and Peru on the distribution of any proceeds from sale transactions. Contractual Obligations and Other Commitments The Company has debt obligations relating to its revolving credit facility, term loans, MTNs, senior notes and mortgages with maturities ranging from less than one year to 21 years. As of December 31, 2013, the Company’s total debt had a weighted average term to maturity of 4.0 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio. As of December 31, 2013, the Company has 46 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 9 non-cancelable operating leases pertaining to its retail store lease portfolio. The following table summarizes the Company’s debt maturities (excluding extension options and fair market value of debt adjustments aggregating $10.8 million) and obligations under non-cancelable operating leases as of December 31, 2013 (in millions): Contractual Obligations: Long-Term Debt-Principal(1) (3) ...... $ Long-Term Debt-Interest(2) ............... $ Operating Leases: ...................................... Ground Leases ....................................... $ Retail Store Leases ............................... $ 2014 Payments due by period 2015 2016 2017 2018 Thereafter Total 838.1 $ 178.5 $ 720.7 153.9 12.3 $ 2.4 $ 11.3 2.0 $ $ $ $ 591.2 $ 115.1 $ 468.9 87.1 10.4 $ 1.7 $ 9.9 1.2 $ $ $ $ 572.6 $ 53.4 $ 1,019.1 $ 4,210.6 722.3 134.3 $ 8.8 $ 0.7 $ 164.4 $ 0.1 $ 217.1 8.1 (1) Maturities utilized do not reflect extension options, which range from one to five years. 30 (2) For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2013. (3) During January 2014, the Company exercised its one year extension option to extend the maturity date on its $400.0 million term loan from April 2014 to April 2015. The Company has accrued $4.6 million of non-current uncertain tax benefits and related interest under the provisions of the authoritative guidance that addresses accounting for income taxes, which are included in Other liabilities on the Company’s Consolidated Balance Sheets at December 31, 2013. These amounts are not included in the table above because a reasonably reliable estimate regarding the timing of settlements with the relevant tax authorities, if any, cannot be made. The Company has $194.6 million of medium term notes, $100.0 million of unsecured notes and $125.3 million of secured debt scheduled to mature in 2014. The Company anticipates satisfying these maturities with a combination of operating cash flows, its unsecured revolving credit facility, exercise of extension options, where available, and new debt issuances. The Company has issued letters of credit in connection with completion and repayment guarantees for loans encumbering certain of the Company’s redevelopment projects and guarantee of payment related to the Company’s insurance program. As of December 31, 2013, these letters of credit aggregate $31.9 million. On a select basis, the Company has provided guarantees on interest bearing debt held within real estate joint ventures. The Company is often provided with a back-stop guarantee from its partners. The Company had the following outstanding guarantees as of December 31, 2013 (amounts in millions): Name of Joint Venture InTown Suites Management, Inc. ........ Amount of Guarantee $ 139.7 Victoriaville ......................................................... $ 2.3 Interest rate LIBOR plus 1.15% 3.92% Maturity, with extensions 2015 Terms (1) Type of debt Unsecured credit facility 2020 Jointly and severally with partner Promissory note (1) During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company continues to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31, 2013). The guarantee is collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing directly from the Company to the buyer. In connection with the construction of its development/redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2013, the Company had $21.1 million in performance and surety bonds outstanding. 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 primarily operate 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, has obtained 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 (see guarantee table above). 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 Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). These investments include the following joint ventures: 31 Venture KimPru (a) ........................ Kimco Ownership Interest 15.0% RioCan Venture (b) .... 50.0 % KIR (c) ................................ 48.6 % Number of Properties Total GLA (in thousands) Non- Recourse Mortgage Payable (in millions) 60 45 57 10,569 $ 923.4 9,307 $ 743.7 11,966 $ 889.1 Number of Encumbered Properties 39 BIG Shopping Centers (d) ...................... 37.9%(e) 21 3,399 $ 406.5 Kimstone (f) .................... 33.3 % SEB Immobilien (g) ...... 15.0 % CPP (h) .............................. 55.0 % 39 13 6 5,589 $ 749.9 1,807 $ 243.8 2,425 $ 138.6 Average Interest Rate 5.53% 4.62% 5.05% 5.39% 4.59% 5.11% 5.23% Weighted Average Term (months) 35.0 48.0 75.1 40.1 39.3 43.3 19.0 32 47 17 39 13 3 Kimco Income Fund (i) .............................. 39.5 % 12 1,521 $ 158.0 12 5.45% 8.7 (a) (b) (c) (d) (e) Ownership % is a blended rate. (f) (g) (h) (i) Represents the Company’s joint ventures with Prudential Real Estate Investors. Represents the Company’s joint ventures with RioCan Real Estate Investment Trust. Represents the Company's joint ventures with certain institutional investors. Represents the Company’s joint ventures with BIG Shopping Centers (TLV:BIG), an Israeli public company. Represents the Company’s joint ventures with Blackstone. Represents the Company’s joint ventures with SEB Immobilien Investment GmbH. Represents the Company’s joint ventures with The Canadian Pension Plan Investment Board (CPPIB). Represents the Kimco Income Fund. The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2013, these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating $1.3 billion. The aggregate debt as of December 31, 2013, of all of the Company’s unconsolidated real estate joint ventures is $5.6 billion, of which the Company’s proportionate share of this debt is $2.1 billion. As of December 31, 2013, these loans had scheduled maturities ranging from one month to 20 years and bear interest at rates ranging from 1.67% to 10.50%. Approximately $384.2 million of the aggregate outstanding loan balance matures in 2014, of which the Company’s proportionate share is $175.1 million. These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing and partner capital contributions, as deemed appropriate. (See Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). Other Real Estate Investments The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. The Company accounts for its preferred equity investments under the equity method of accounting. As of December 31, 2013, the Company’s net investment under the Preferred Equity Program was $95.6 million relating to 91 properties. As of December 31, 2013, these preferred equity investment properties had individual non-recourse mortgage loans aggregating $485.4 million. 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 $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, 2013, the remaining 392 properties were encumbered by third party loans aggregating $336.0 million, not including $56.5 million in net fair market value of debt adjustments, with interest rates ranging from 5.08% to 10.47%, a weighted average interest rate of 9.2% and maturities ranging from one to nine years. 32 At December 31, 2013, the Company had a 90% equity participation interest in an existing leveraged lease of 11 properties, which is reported as a net investment in leveraged lease in accordance with the FASB’s Lease guidance. 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. These 11 properties were encumbered by third-party non-recourse debt of $17.9 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. Funds from Operations Funds From Operations (“FFO”) is a supplemental non-GAAP measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income/(loss) attributable to common shareholders computed in accordance with generally accepted accounting principles (“GAAP”), excluding (i) gains or losses from sales of operating real estate assets and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties and (iv) impairment of depreciable real estate and in substance real estate equity investments and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis. The Company presents FFO as it considers it an important supplemental measure of our operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting results. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs. The Company also presents FFO as adjusted as an additional supplemental measure as it believes it is more reflective of the Company’s core operating performance. The Company believes FFO as adjusted provides investors and analysts an additional measure in comparing the Company’s performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. FFO as adjusted is generally calculated by the Company as FFO excluding certain transactional income and expenses and non-operating impairments which management believes are not reflective of the results within the Company’s operating real estate portfolio. FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income as a measure of liquidity. Our method of calculating FFO and FFO as adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. The Company’s reconciliation of net income available to common shareholders to FFO and FFO as adjusted for the three months and years ended December 31, 2013 and 2012 is as follows (in thousands, except per share data): Net income available to common shareholders ............................................ Gain on disposition of operating properties, net of noncontrolling Three Months Ended December 31, Year Ended December 31, 2013 2012 2013 2012 $ 47,035 $ 59,231 $ 177,987 $ 172,673 interests............................................................................................................................... Gain on disposition of joint venture operating properties .......................... Depreciation and amortization - real estate related ....................................... Depreciation and amortization - real estate joint ventures, net of (16,503) (5,530) 64,511 (49,023) (4,914) 63,246 (45,330) (113,937) 250,253 (84,828) (27,927) 257,278 noncontrolling interests .............................................................................................. 24,448 32,228 117,743 133,734 Impairments of operating properties, net of tax and noncontrolling interests............................................................................................................................... FFO .................................................................................................. 20,707 134,668 26,440 127,208 165,825 552,541 59,510 510,440 33 Transactional (income)/charges: Profit participation from other real estate investments.............................. Transactional losses from other real estate investments ........................... Promote income from real estate joint ventures ........................................... Gains from development/land sales, net of tax............................................... Acquisition costs .............................................................................................................. Deferred tax asset valuation allowance release .............................................. Severance costs ................................................................................................................ Excess distribution from a cost method investment .................................... Gain on sale of marketable securities ................................................................... Impairments on other investments, net of tax and noncontrolling interest ............................................................................................................................. Preferred stock redemption costs .......................................................................... Other (income)/expense, net ................................................................................... Total transactional charges/(income), net ................................................ FFO as adjusted.............................................................................................................. $ Weighted average shares outstanding for FFO calculations: Basic ........................................................................................................................................ Units .................................................................................................................................. Dilutive effect of equity awards .......................................................................... Diluted (1) ........................................................................................................................... FFO per common share – basic .......................................................................... $ FFO per common share – diluted (1) ............................................................ $ FFO as adjusted per common share – basic ............................................ $ FFO as adjusted per common share – diluted (1) ................................. $ Three Months Ended December 31, Year Ended December 31, 2013 2012 2013 2012 (474) 3,091 - (1,775) 2,296 - 2,225 (167) (5,339) 455 - (180) 132 134,800 408,139 1,522 2,414 412,075 0.33 0.33 0.33 0.33 $ $ $ $ $ (10,996) - (1,151) (14) 701 - - (398) - (13,650) 3,091 - (3,448) 5,623 (9,126) 2,225 (2,213) (10,668) 3,785 15,490 143 7,560 134,768 $ 20,754 - (1,419) (8,831) 543,710 406,345 1,522 1,829 409,696 407,631 1,523 2,541 411,695 0.31 $ 0.31 $ 0.33 $ 0.33 $ 1.36 1.35 1.33 1.33 $ $ $ $ $ (20,746) - (5,072) (8,309) 9,160 - 2,472 (398) - 3,785 21,703 1,166 3,761 514,201 405,997 1,455 2,106 409,558 1.26 1.25 1.27 1.26 (1) For the three and twelve months ended December 31, 2013 and 2012, the effect of certain convertible units would have an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations. Same Property Net Operating Income Same Property Net Operating Income (“Same Property NOI”) is a supplemental non-GAAP financial measure of real estate companies’ operating performance and should not be considered an alternative to net income in accordance with GAAP or as a measure of liquidity. Same Property NOI is considered by management to be an important performance measure of the Company’s operations and management believes that it is helpful to investors as a measure of the Company’s operating performance because it includes only the net operating income of properties that have been owned for the entire current and prior year reporting periods including those properties under redevelopment and excludes properties under development and pending stabilization. Properties are deemed stabilized at the earlier of (i) reaching 90% leased or (ii) one year following a projects inclusion in operating real estate (two years for Latin American properties). As such, Same Property NOI assists in eliminating disparities in net income due to the development, acquisition or disposition of properties during the particular period presented, and thus provides a more consistent performance measure for the comparison of the Company's properties. Same Property NOI is calculated using revenues from rental properties (excluding straight-line rents, lease termination fees, above/below market rents and includes charges for bad debt) less operating and maintenance expense, real estate taxes and rent expense, plus the Company’s proportionate share of Same Property NOI from unconsolidated real estate joint ventures, calculated on the same basis. Our method of calculating Same Property NOI may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs. The following is a reconciliation of the Company’s Income from continuing operations to Same Property NOI (in thousands): 34 Income from continuing operations .............................................................. Adjustments: Management and other fee income .............................................................. General and administrative expenses ........................................................... Impairment charges ................................................................................................ Depreciation and amortization ........................................................................ Other income ........................................................................................................... Provision for income taxes, net ....................................................................... Gain on change in control of interests, net ............................................... Equity in income of other real estate investments, net...................... Non same property net operating income ............................................... Non-operational expense from joint ventures, net.............................. Same Property NOI ................................................................................................. Three Months Ended December 31, Year Ended December 31, 2013 2012 2013 2012 $ 61,409 $ 46,798 $ 261,683 $ 210,073 (9,565) 31,663 2,845 65,492 39,824 6,788 - (1,225) (15,135) 54,227 236,323 $ (10,469) 28,986 9,962 60,520 54,068 3,707 (1,399) (18,057) (25,797) 80,288 228,607 $ (36,317) 127,913 91,404 247,537 190,835 34,520 (21,711) (31,136) (113,645) 171,503 922,586 $ (37,522) 123,925 10,289 236,923 221,401 16,922 (15,555) (53,397) (118,950) 296,869 890,978 $ Same Property NOI increased by $7.7 million or 3.4% for the three months ended December 31, 2013, as compared to the corresponding period in 2012. This increase is primarily the result of (i) an increase of $6.0 million related to lease-up and rent commencements and (ii) an increase of $3.2 million in other property and ancillary income, partially offset by, (iii) the negative impact from changes in foreign currency exchange rates of $1.5 million. Same Property NOI increased by $31.6 million or 3.5% for the year ended December 31, 2013, as compared to the corresponding period in 2012. This increase is primarily the result of (i) an increase of $25.9 million related to lease-up and rent commencements and (ii) an increase of $8.2 million in other property and ancillary income, partially offset by, (iii) the negative impact from changes in foreign currency exchange rates of $2.5 million. 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. New Accounting Pronouncements See Footnote 1 of the Company’s Consolidated Financial Statements included in this Form 10-K. Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company’s primary market risk exposures are interest rate risk and fluctuations in foreign currency exchange 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, 2013, with corresponding weighted-average interest rates sorted by maturity date. The table does not include extension options where available. Amounts include fair value 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 (CAD), Mexican pesos (MXN) and Chilean Pesos (CLP) as indicated by geographic description ($USD equivalent in millions). 35 2014 2015 2016 2017 2018 Thereafter Total Fair Value U.S. Dollar Denominated Secured Debt Fixed Rate Average Interest Rate $ Variable Rate Average Interest Rate Unsecured Debt Fixed Rate Average Interest Rate Variable Rate Average Interest Rate CAD Denominated Unsecured Debt Fixed Rate Average Interest Rate Variable Rate Average Interest Rate MXN Denominated Unsecured Debt Variable Rate Average Interest Rate CLP Denominated Secured Debt Variable Rate Average Interest Rate $ $ $ $ $ $ $ 125.2 $ 6.97% 167.1 $ 5.27% 292.3 6.50% - $ - 6.0 $ 0.14% - - 294.7 $ 5.20% 400.0 $ 1.22% 350.0 $ 5.29% 185.1 $ 1.22% $ - - - $ - - $ - - $ - - $ - 9.4 $ 2.27% - $ - - $ - 300.0 5.78% - - - - - - - - - - $ $ $ $ $ $ $ $ 179.6 6.13% 2.0 4.00% 290.9 5.70% - - - - - - - - - - $ $ $ $ $ $ $ $ 37.4 4.88% 20.9 3.02% 300.0 4.30% - - 141.2 5.99% - - $ $ $ $ $ $ 163.3 $ 5.18% - $ - 964.9 6.00% 28.9 2.49% 650.0 $ 4.86% 2,185.6 6.88% - $ - 585.1 1.22% 188.2 $ 3.86% - $ - 329.4 4.77% 9.4 2.27% $ $ $ $ $ $ $ 76.5 5.15% - $ - $ 76.5 5.15% $ - - 41.6 $ 5.68% $ 41.6 5.68% 1,008.2 28.3 2,318.4 576.9 348.6 9.3 80.4 47.4 Based on the Company’s variable-rate debt balances, interest expense would have increased by $7.4 million in 2013 if short- term interest rates were 1.0% higher. The following table presents the Company’s foreign investments and respective cumulative translation adjustment (“CTA”) as of December 31, 2013. Investment amounts are shown in their respective local currencies and the U.S. dollar equivalents and CTA balances are shown in US dollars: Country Local Currency US Dollars Foreign Investment (in millions) Mexican real estate investments (MXN) ....................................................... Canadian real estate joint venture investments (CAD) ........................ Chilean real estate investments (CLP) ............................................................ Peruvian real estate investments (Peruvian Nuevo Sol) ....................... 4,775.6 $ 420.4 $ 33,178.3 $ 15.6 $ CTA Gain/(Loss) (106.8) 23.7 (8.0) 0.1 365.0 $ 395.8 $ 63.3 $ 5.6 $ The foreign currency 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. CTA results from currency fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment and is recorded as a component of AOCI on the Company’s Consolidated Balance Sheets. The CTA amounts are subject to future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Changes in exchange rates are impacted by many factors that cannot be forecasted with reliable accuracy. Any change could have a favorable or unfavorable impact on the Company’s CTA balance. Based on the Company’s foreign investment balances at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $92.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $75.4 million. Under U.S. GAAP, the Company is required to release CTA balances into earnings when the Company has substantially liquidated its investment in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio and the Company may, in the near term, substantially liquidate all of its investments in this portfolio which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings. At December 31, 2013, the aggregate CTA net loss balance relating to the Company’s Latin American portfolio is $114.7 million. Based on the Company’s foreign 36 investment balances in Latin Americas at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $48.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $39.4 million. 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 Part IV Item 15 of this 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 ended December 31, 2013, 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) and 15d-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 the Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control-Integrated Framework (1992), our management concluded that our internal control over financial reporting was effective as of December 31, 2013. The effectiveness of our internal control over financial reporting as of December 31, 2013, 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 None. 37 Item 10. Directors, Executive Officers and Corporate Governance PART III The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Corporate Governance,” “Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement. We have adopted a Code of Ethics that applies to all employees. The Code of Ethics is available at the Investors/Governance/Governance Documents section of our website at www.kimcorealty.com. A copy of the Code of Ethics is available in print, free of charge, to stockholders upon request to us at the address set forth in Item 1 of this Annual Report on Form 10-K under the section “Business - Background.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Ethics by posting such information on our web site. Item 11. Executive Compensation The information required by this item is incorporated by reference to “Compensation Discussion and Analysis,” “Executive Compensation Committee Report,” “Compensation Tables” and “Compensation of Directors” in our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to “Security Ownership of Certain Beneficial Owners and Management” and “Compensation Tables” in our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to “Certain Relationships and Related Transactions” and “Corporate Governance” in our Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference to “Independent Registered Public Accountants” in our Proxy Statement. 38 Item 15. Exhibits, Financial Statement Schedules PART IV (a) 1. Financial Statements – 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, 2013 and 2012 Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011 Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011 Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 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 Form10-K Report Page 45 46 47 48 49 52 53 99 100 109 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 - The exhibits listed on the accompanying Index to Exhibits are filed as part of this report. 40 39 INDEX TO EXHIBITS Exhibit Number 3.1(a) 3.1(b) 3.2(a) 3.2(b) 3.2(c) 3.2(d) 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 10.1 10.2 10.3 Exhibit Description Articles of Restatement of the Company, dated January 14, 2011 Articles Supplementary of the Company dated November 8, 2010 Amended and Restated By-laws of the Company, dated February 25, 2009 Articles Supplementary of Kimco Realty Corporation, dated March 12, 2012 Articles Supplementary of Kimco Realty Corporation, dated July 17, 2012 Articles Supplementary of Kimco Realty Corporation, dated November 30, 2012 Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K Form of Certificate of Designations for the Preferred Stock Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) First Supplemental Indenture, dated as of August 4, 1994 Second Supplemental Indenture, dated as of April 7, 1995 Indenture dated April 1, 2005, between Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee Third Supplemental Indenture, dated as of June 2, 2006, between Kimco Realty Corporation, as issuer and The Bank of New York, as trustee 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 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 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 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 Fifth Supplemental Indenture, dated September 24, 2009, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee Sixth Supplemental Indenture, dated May 23, 2013, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee Amended and Restated Stock Option Plan Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation (restated February 25, 2009) Form of Indemnification Agreement 40 Incorporated by Reference Form 10-K File No. 1-10899 Date of Filing 02/28/11 Exhibit Number 3.1(a) Filed Herewith Page Number 10-K 1-10899 02/28/11 3.1(b) 10-K 1-10899 02/27/09 3.2 3.2 8-A12B 1-10899 03/13/12 8-A12B 1-10899 07/18/12 3.2 8-A12B S-11 1-10899 333-42588 12/03/12 09/11/91 3.2 4.1 S-3 S-3 10-K 8-K 8-K 333-67552 09/10/93 4(d) 333-67552 09/10/93 4(a) 1-10899 1-10899 1-10899 03/28/96 04/07/95 04/25/05 4.6 4(a) 4.1 8-K 1-10899 06/05/06 4.1 8-K 1-10899 11/03/06 4.1 8-K 1-10899 11/03/06 4.2 10-K 1-10899 02/28/07 4.12 10-K 1-10899 02/28/07 4.13 8-K 1-10899 09/24/09 4.1 8-K 1-10899 05/23/13 4.1 10-K 10-K 1-10899 1-10899 03/28/95 02/27/09 10.3 10.9 10-K 1-10899 02/27/09 10.16 Exhibit Number 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 12.1 12.2 21.1 23.1 31.1 Exhibit Description Agency Agreement, dated July 17, 2013, by and among Kimco North Trust III, Kimco Realty Corporation and Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc. and National Bank Financial Inc. Fourth Supplemental Indenture, dated July 22, 2013, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee 1 billion MXN Credit Agreement, dated as of March 3, 2008, among KRC Mexico Acquisition, LLC, as borrower, Kimco Realty Corporation, as guarantor and each of the parties named therein Kimco Realty Corporation Executive Severance Plan, dated March 15, 2010 Kimco Realty Corporation 2010 Equity Participation Plan Form of Performance Share Award Grant Notice and Performance Share Award Agreement Underwriting Agreement, dated April 6, 2010, by and among Kimco Realty Corporation, Kimco North Trust III, and each of the parties named therein Third Supplemental Indenture, dated as of April 13, 2010, among Kimco Realty Corporation, as guarantor, Kimco North Trust III, as issuer and BNY Trust Company of Canada, as trustee Credit Agreement, dated as of April 17, 2009, among Kimco Realty Corporation and each of the parties named therein Underwriting Agreement, dated August 23, 2010, by and among Kimco Realty Corporation and each of the parties named therein $1.75 Billion Credit Agreement, dated as of October 27, 2011, among Kimco Realty Corporation and each of the parties named therein Agreement and General Release between Kimco Realty Corporation and Barbara Pooley, dated January 18, 2012 $400 Million Credit Agreement, dated as of April 17, 2012, among Kimco Realty Corporation as borrower and each of the parties named therein First Amendment to the Kimco Realty Corporation Executive Severance Plan, dated as of March 20, 2012 $147.5 Million Credit Agreement, dated as of June 28, 2012, by and among InTown Hospitality Corp. as borrower, Kimco Realty Corporation as guarantor, and each of the parties named therein Kimco Realty Corporation 2010 Equity Participation Plan First Amendment to Credit Agreement, dated as of June 3, 2013, among Kimco Realty Corporation, a Maryland corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent Computation of Ratio of Earnings to Fixed Charges Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends Significant Subsidiaries of the Company Consent of PricewaterhouseCoopers LLP Certification of the Company’s Chief Executive Officer, David B. Henry, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 41 Incorporated by Reference File No. Form 10-Q 1-10899 Date of Filing Exhibit Number Filed Herewith Page Number 08/02/13 99.1 10-Q 1-10899 08/02/13 99.2 10-K/A 1-10899 08/17/10 10.18 8-K 8-K 8-K 1-10899 03/19/10 10.5 1-10899 1-10899 03/19/10 10.7 03/19/10 10.8 10-Q 1-10899 05/07/10 99.1 10-Q 1-10899 05/07/10 99.2 10-K/A 1-10899 08/17/10 10.19 8-K 1-10899 08/24/10 1.1 8-K 1-10899 11/2/11 10.1 8-K 1-10899 1/19/12 10.1 8-K 1-10899 4/20/12 10.1 10-Q 1-10899 5/10/12 10.3 8-K S-8 1-10899 7/03/12 10.1 333-184776 11/06/12 99.1 8-K — — — — — 1-10899 — — 6/07/13 10.1 — — — — — — — — — — — — — X X * * X 110 111 112 31.2 32.1 Certification of the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of the Company’s Chief Executive Officer, David B. Henry, and the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Property Chart 99.1 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase 113 114 115 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — X X X * * * * * * * Incorporated by reference to the corresponding Exhibit to the Company’s Annual Report on Form 10-K filed on February 26, 2014. 42 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES KIMCO REALTY CORPORATION By: /s/ David B. Henry David B. Henry Chief Executive Officer Dated: February 26, 2014 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Milton Cooper Milton Cooper /s/ David B. Henry David B. Henry /s/ Richard G. Dooley Richard G. Dooley /s/ Joe Grills Joe Grills /s/ F. Patrick Hughes F. Patrick Hughes /s/ Frank Lourenso Frank Lourenso /s/ Richard Saltzman Richard Saltzman /s/ Philip Coviello Philip Coviello /s/ Colombe Nicholas Colombe Nicholas /s/ Conor Flynn Conor Flynn /s/ Glenn G. Cohen Glenn G. Cohen /s/ Paul Westbrook Paul Westbrook Executive Chairman of the Board of Directors February 26, 2014 Chief Executive Officer and Vice Chairman of the Board of Directors Director Director Director Director Director Director Director February 26, 2014 February 26, 2014 February 26, 2014 February 26, 2014 February 26, 2014 February 26, 2014 February 26, 2014 February 26, 2014 Executive Vice President - Chief Operating Officer February 26, 2014 Executive Vice President - Chief Financial Officer and Treasurer February 26, 2014 Vice President - Chief Accounting Officer February 26, 2014 43 ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 15 (a) (1) and (2) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES Form10-K Page KIMCO REALTY CORPORATION AND SUBSIDIARIES Report of Independent Registered Public Accounting Firm .................................................................................................................................................. 45 Consolidated Financial Statements and Financial Statement Schedules: Consolidated Balance Sheets as of December 31, 2013 and 2012................................................................................................................... Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011 ..................................................... Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011................. Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011 .............................. Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 ............................................ Notes to Consolidated Financial Statements ................................................................................................................................................................. 46 47 48 49 52 53 Financial Statement Schedules: II. Valuation and Qualifying Accounts ................................................................................................................................................................. III. Real Estate and Accumulated Depreciation............................................................................................................................................... IV. Mortgage Loans on Real Estate ......................................................................................................................................................................... 99 100 109 44 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 (the "Company") at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 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, 2013, based on criteria established in Internal Control - Integrated Framework (1992) 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 in Management's Report on Internal Control over Financial Reporting appearing 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, 2014 45 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) December 31, 2013 December 31, 2012 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: Notes payable ........................................................................................................................................................................... $ Mortgages payable .................................................................................................................................................................. Accounts payable and accrued expenses .................................................................................................................. Dividends payable ................................................................................................................................................................... Other liabilities .......................................................................................................................................................................... Total liabilities ................................................................................................................................................................................. Redeemable noncontrolling interests................................................................................................................................ 2,072,099 $ 6,953,427 9,025,526 (1,878,681) 7,146,845 97,818 7,244,663 1,257,010 274,641 30,243 148,768 62,766 164,326 175,698 305,515 9,663,630 $ 3,186,047 $ 1,035,354 124,290 104,496 357,764 4,807,951 86,153 2,024,300 6,825,724 8,850,024 (1,745,462) 7,104,562 97,263 7,201,825 1,428,155 317,557 70,704 141,875 36,541 171,540 171,373 211,664 9,751,234 3,192,127 1,003,190 111,881 96,518 333,962 4,737,678 81,076 Commitments and Contingencies Stockholders' equity: Preferred stock, $1.00 par value, authorized 5,961,200 shares 102,000 shares issued and outstanding (in series), Aggregate liquidation preference $975,000 ...................................................... 102 102 Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding 409,731,058 and 407,782,102 shares, respectively ......................................................................................... Paid-in capital ............................................................................................................................................................................. Cumulative distributions in excess of net income ................................................................................................. Accumulated other comprehensive income ............................................................................................................ Total stockholders' equity ....................................................................................................................................................... Noncontrolling interests ...................................................................................................................................................... Total equity ..................................................................................................................................................................................... Total liabilities and equity......................................................................................................................................................... $ 4,097 5,689,258 (996,058) (64,982) 4,632,417 137,109 4,769,526 9,663,630 $ 4,078 5,651,170 (824,008) (66,182) 4,765,160 167,320 4,932,480 9,751,234 The accompanying notes are an integral part of these consolidated financial statements 46 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share information) 2013 Year Ended December 31, 2012 2011 Revenues Revenues from rental properties ................................................................................................................................ $ Management and other fee income .......................................................................................................................... Total revenues .......................................................................................................................................................... $ 910,356 36,317 946,673 $ 836,881 37,522 874,403 Operating expenses Rent ............................................................................................................................................................................................ Real estate taxes .................................................................................................................................................................. Operating and maintenance ........................................................................................................................................ General and administrative expenses ....................................................................................................................... Provision for doubtful accounts ................................................................................................................................... Impairment charges ............................................................................................................................................................ Depreciation and amortization .................................................................................................................................... Total operating expenses ................................................................................................................................... Operating income ..................................................................................................................................................................... Other income/(expense) Mortgage financing income ............................................................................................................................................ Interest, dividends and other investment income .............................................................................................. Other expense, net ............................................................................................................................................................ Interest expense ................................................................................................................................................................... Income from other real estate investments .......................................................................................................... Gain on sale of development properties................................................................................................................ Income from continuing operations before income taxes, equity in income of joint ventures, gain on change in control of interests and equity in income from other real estate investments ............................................................................................................................................................................. Provision for income taxes, net ................................................................................................................................... Equity in income of joint ventures, net .................................................................................................................... Gain on change in control of interests, net ........................................................................................................... Equity in income of other real estate investments, net .................................................................................. Income from continuing operations .................................................................................................................... Discontinued operations Income from discontinued operating properties, net of tax ...................................................................... Impairment/loss on operating properties sold, net of tax ............................................................................. Gain on disposition of operating properties, net of tax ................................................................................. (Loss)/income from discontinued operations ...................................................................................................... Gain on sale of operating properties, net of tax ................................................................................................ Net income ..................................................................................................................................................................... Net income attributable to noncontrolling interests ....................................................................................... Net income attributable to the Company ...................................................................................................... Preferred stock redemption costs Preferred dividends ............................................................................................................................................................ 13,347 117,563 115,151 127,913 8,256 91,404 247,537 721,171 225,502 4,304 16,999 (533) (213,911) 2,306 - 34,667 (34,520) 208,689 21,711 31,136 261,683 18,224 (83,900) 43,914 (21,762) 1,432 241,353 (5,072) 236,281 - (58,294) 12,745 110,747 107,204 123,925 6,022 10,289 236,923 607,855 266,548 7,504 2,041 (7,687) (225,710) 2,451 - 45,147 (16,922) 112,896 15,555 53,397 210,073 21,082 (38,432) 83,253 65,903 4,299 280,275 (14,202) 266,073 (21,703) (71,697) Net income available to the Company's common shareholders ....................................................... $ 177,987 $ 172,673 $ Per common share: Income from continuing operations: -Basic .................................................................................................................................................................................... $ -Diluted ............................................................................................................................................................................... $ Net income attributable to the Company: -Basic .................................................................................................................................................................................... $ -Diluted ............................................................................................................................................................................... $ Weighted average shares: -Basic .................................................................................................................................................................................... -Diluted ............................................................................................................................................................................... Amounts attributable to the Company's common shareholders: Income from continuing operations .......................................................................................................................... $ Income/(loss) from discontinued operations ....................................................................................................... Net income ............................................................................................................................................................................ $ 0.47 0.47 0.43 0.43 407,631 408,614 191,448 (13,461) 177,987 $ $ $ $ $ $ 0.27 0.27 0.42 0.42 405,997 406,689 109,903 62,770 172,673 $ $ $ $ $ $ The accompanying notes are an integral part of these consolidated financial statements 47 779,156 35,321 814,477 13,847 104,451 102,538 118,559 5,965 13,077 218,260 576,697 237,780 7,273 15,796 (4,010) (221,678) 4,121 12,074 51,356 (25,789) 63,467 569 51,813 141,416 40,582 (17,343) 17,327 40,566 108 182,090 (13,039) 169,051 - (59,363) 109,688 0.18 0.18 0.27 0.27 406,530 407,669 71,921 37,767 109,688 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) 2013 Year Ended December 31, 2012 2011 241,353 $ 280,275 $ 182,090 Net income .......................................................................................................................................... $ Other comprehensive income: .................................................................................................. Change in unrealized gain/(loss) on marketable securities.................................... Change in unrealized gain on interest rate swaps ...................................................... Change in foreign currency translation adjustment, net ......................................... Other comprehensive income/(loss) ..................................................................................... 6,773 - (4,208) 2,565 3,013 450 43,515 46,978 Comprehensive income ................................................................................................................ 243,918 327,253 Comprehensive income attributable to noncontrolling interests ........................... (6,436) (19,702) (4,065) 549 (82,228) (85,744) 96,346 (11,102) Comprehensive income attributable to the Company ................................................ $ 237,482 $ 307,551 $ 85,244 The accompanying notes are an integral part of these consolidated financial statements. 48 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2013, 2012 and 2011 (in thousands) Cumulative Distributions in Excess of Net Income Accumulated Other Comprehensive Income Preferred Stock Amount Issued Common Stock Amount Issued Paid-in Capital Total Stockholders' Equity Noncontrolling Interests Total Equity (515,164) $ (23,853) 954 $ 954 406,424 $ 4,064 $5,469,841 $ 4,935,842 $ 225,444 $ 5,161,286 Balance, January 1, 2011 ................. $ Contributions from noncontrolling interests ............................ Comprehensive income: Net income attributable to the Company ....................... Other comprehensive income, net of tax: Change in unrealized loss on marketable securities .......................... Change in unrealized gain on interest rate swaps ................................. Change in foreign currency translation adjustment ...................... Redeemable noncontrolling interests ............................ Dividends ($0.73 per Common Share; $1.6625 per Class F Depositary Share, $1.9375 per Class G Depositary Share and $1.7250 per Class H Depositary Distributions to noncontrolling interests ............................ Issuance of common stock ................................... Surrender of common stock ................................... Repurchase of common stock .............. Exercise of common stock options ................ Acquisition of noncontrolling interests ............................ Amortization of equity awards ............................... Balance, December 31, 2011 ....... $ - 169,051 - - - - - - - - - - - Share, respectively) .... (356,886) - - (4,065) 549 (80,29) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1,045 1,045 169,051 13,039 182,090 (4,065) 549 - - (4,065) 549 (80,291) (1,937) (82,228) - (6,370) (6,370) (356,886) - (356,886) - (13,827) (13,827) 438 (34) (334) 444 - - 5 4,936 (2) (2) (579) (6,001) 4,941 (581) (6,003) 4 6,533 6,537 - - - - 4,941 (581) (6,003) 6,537 - - 4,452 4,452 (23,637 (19,185) 12,840 12,840 - 12,840 (702,999) $ (107,660) 954 $ 954 406,938 $ 4,069 $5,492,022 $ 4,686,386 $ 193,757 $ 4,880,143 The accompanying notes are an integral part of these consolidated financial statements. 49 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2013, 2012 and 2011 (in thousands) (continued) Cumulative Distributions in Excess of Net Income Accumulated Other Comprehensive Income Preferred Stock Amount Issued Common Stock Amount Issued Paid-in Capital Total Stockholders' Equity Noncontrolling Interests Total Equity - $ - $ - $ - $ 1,384 $ 1,384 - - - - - - - - - - - - - - - - - - - - - 266,073 14,202 280,275 3,013 450 - - 3,013 450 38,015 5,500 43,515 - (6,337) (6,337) (387,082) - (387,082) - (15,328) (15,328) - $ 266,073 - - - - Contributions from noncontrolling interests ............................ $ Comprehensive income: Net income attributable to the Company ....................... Other comprehensive income, net of tax: Change in unrealized gain on marketable securities .......................... Change in unrealized gain on interest rate swaps ................................. Change in foreign currency translation adjustment ...................... Redeemable noncontrolling interests ............................ Dividends ($0.78 per common share; $1.0344 per Class F Depositary Share, $1.5016 per Class G Depositary Share, $1.725 per Class H Depositary Share, $1.1708 per Depositary Share, $0.5958 per Class I Class J Depositary Share, and $0.0938 per Class K Depositary Share, respectively) .... (387,082) Distributions to noncontrolling interests ............................ Issuance of common stock ................................... Issuance of preferred stock ................................... Surrender of common stock ................................... Repurchase of common stock .............. Exercise of common stock options ................ Acquisition of noncontrolling interests ............................ Amortization of equity awards ............................... Redemption of preferred stock ............. Balance, December 31, 2012 ....... $ - - - - - - - - - - - 3,013 450 38,015 - - - - - - - - - - - - $ - - - - - - - - - - - - - - - - - - - - - - - - - - - (884) (884) 1,096 11 18,104 18,115 32 32 - - 774,125 774,157 (111) (1) (2,072) (2,073) (1,636) (16) (30,931) (30,947) 1,495 15 22,576 22,591 - - - - - 18,115 774,157 (2,073 (30,947) 22,591 - - - - - - (95) (95) (25,858) (25,953) 11,557 11,557 (634,116) (635,000) - - 11,557 (635,000) (824,008) $ (66,182) 102 $ 102 407,782 $ 4,078 $5,651,170 $ 4,765,160 $ 167,320 $ 4,932,480 The accompanying notes are an integral part of these consolidated financial statements. 50 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2013, 2012 and 2011 (in thousands) (continued) Cumulative Distributions in Excess of Net Income Accumulated Other Comprehensive Income Preferred Stock Amount Issued Common Stock Amount Issued Paid-in Capital Total Stockholders' Equity Noncontrolling Interests Total Equity - $ 236,281 - - - Contributions from noncontrolling interests ............................ $ Comprehensive income: Net income attributable to the Company ....................... Other comprehensive income, net of tax: Change in unrealized gain on marketable securities .......................... Change in foreign currency translation adjustment ...................... Redeemable noncontrolling interests ............................ Dividends ($0.855 per common share; $1.725 per Class H Depositary Share, $1.5000 per Class I Depositary Share, $1.3750 per Class J Depositary Share and $1.40625 per Class K Depositary Share, respectively) .... (408,331) Distributions to noncontrolling interests ............................ Issuance of common stock ................................... Surrender of restricted stock ................................... Exercise of common stock options ................ Acquisition of noncontrolling interests ............................ Amortization of equity awards ............................... Balance, December 31, 2013 ....... $ - - - - - - - - 6,773 (5,573) - - - - - - - - - $ - - - - - - - - - - - - - - - - - - - - - - - - $ - $ - $ - $ 1,026 $ 1,026 - - - - - - - - - - - - - - - - - - 236,281 5,072 241,353 6,773 - 6,773 (5,573) 1,365 (4,208) - (6,892) (6,892) (408,331) - (408,331) - (10,686) (10,686) 560 (247) 1,636 - - 5 9,208 9,213 (2) (3,889) (3,891) 16 30,193 30,209 - - - 9,213 (3,891) 30,209 - - (8,894) (8,894) (20,096) (28,990) 11,470 11,470 - 11,470 (996,058) $ (64,982) 102 $ 102 409,731 $ 4,097 $5,689,258 $ 4,632,417 $ 137,109 $ 4,769,526 The accompanying notes are an integral part of these consolidated financial statements. 51 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2013, 2012 and 2011 (in thousands) Cash flow from operating activities: Net income .................................................................................................................................................................. Adjustments to reconcile net income to net cash provided by $ operating activities: Depreciation and amortization ................................................................................................................... Impairment charges ........................................................................................................................................... Gain on sale of development properties .............................................................................................. Gain on sale of operating properties....................................................................................................... Equity in income of joint ventures, net .................................................................................................. Gain on change in control of interests, net ......................................................................................... Equity in income from other real estate investments, net .......................................................... Distributions from joint ventures and other real estate investments................................... 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 operating real estate ......................................................................................................... Improvements to operating real estate ................................................................................................. Improvements to real estate under development........................................................................... Investment in marketable securities ......................................................................................................... Proceeds from sale/repayments of marketable securities ........................................................... Investments and advances to real estate joint ventures ............................................................... Reimbursements of investments and advances to real estate joint ventures .................................................................................................................................................. Investment in other real estate investments ....................................................................................... Reimbursements of investments and advances to other real estate investments ....................................................................................................................................... Investment in mortgage loans receivable .............................................................................................. Collection of mortgage loans receivable ............................................................................................... Investment in other investments ................................................................................................................ Reimbursements of other investments .................................................................................................. Proceeds from sale of operating properties ....................................................................................... Proceeds from sale of development properties ............................................................................... Net cash flow provided by/(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 ................................................................. (Repayments)/Proceeds under unsecured revolving credit facility, net .............................. Proceeds from issuance of unsecured term loan/notes ............................................................... Repayments under unsecured term loan/notes ................................................................................ Financing origination costs ............................................................................................................................. Redemption of noncontrolling interests ................................................................................................ Dividends paid ...................................................................................................................................................... Proceeds from issuance of stock ............................................................................................................... Redemption of preferred stock .................................................................................................................. Repurchase of common stock .................................................................................................................... Net cash flow used for 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 of $1,263, $1,538 $ 2013 Year Ended December 31, 2012 2011 241,353 $ 280,275 $ 182,090 257,855 190,218 - (51,529) (208,689) (21,711) (31,136) 258,050 7,213 10,166 (81,755) 570,035 (354,287) (107,277) (591) (33,588) 26,406 (296,550) 440,161 (23,566) 30,151 (11,469) 29,192 (21,366) 9,175 385,844 - 72,235 (256,346) (23,804) - 35,974 (57,775) 621,562 (546,717) (8,041) (30,086) (400,354) 30,210 - - (635,377) 6,893 141,875 148,768 $ 262,742 59,569 - (94,369) (112,896) (15,555) (53,397) 194,110 2,940 (11,281) (33,084) 479,054 (442,541) (109,928) (2,487) - 156 (219,885) 187,856 (5,638) 33,720 (16,021) 63,600 (924) 11,553 449,539 - (51,000) (284,815) (23,130) (2,177) 14,776 8,559 400,000 (215,900) (2,138) (42,315) (382,722) 796,748 (635,000) (30,947) (399,061) 28,993 112,882 141,875 $ 251,139 32,763 (12,074) (17,435) (63,467) (569) (51,813) 163,048 (19,271) (8,082) (7,716) 448,613 (268,282) (75,017) (37,896) - 188,003 (171,695) 63,529 (6,958) 68,881 - 19,148 (730) 20,116 135,646 44,495 (20,760) (62,470) (22,720) (3,428) 20,346 112,137 - (92,600) (11,478) (26,682) (353,764) 6,537 - (6,003) (440,125) (12,272) 125,154 112,882 and $7,086, respectively) ...................................................................................................................................... $ 216,258 $ 226,775 $ 220,270 Income taxes paid during the year ....................................................................................................................... $ 33,838 $ 2,122 $ 2,606 The accompanying notes are an integral part of these consolidated financial statements 52 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amounts relating to the number of buildings, square footage, tenant and occupancy data, joint venture debt average interest rates and terms and estimated project costs are unaudited. 1. Summary of Significant Accounting Policies: Business Kimco Realty Corporation and subsidiaries (the "Company" or "Kimco"), 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 wholly-owned taxable REIT subsidiaries (“TRS”), has been engaged in various retail real estate related opportunities including (i) ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion and (ii) retail real estate management 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. The Company may consider other investments through its TRS should suitable opportunities arise. 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, 2013, the Company's single largest neighborhood and community shopping center accounted for only 1.7% of the Company's annualized base rental revenues and only 1.3% of the Company’s total shopping center gross leasable area ("GLA"), including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest. At December 31, 2013, the Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, Bed Bath & Beyond, and Kohl’s which represented 3.0%, 2.8%, 2.3%, 1.8% and 1.7%, 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, management, development and operation of retail shopping centers, including complementary services that capitalize on the Company’s established retail real estate expertise. The Company evaluates performance on a property specific or transactional basis and 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 Kimco Realty Corporation and subsidiaries (the “Company”). The Company’s subsidiaries includes subsidiaries 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 (“VIE”) or meets certain criteria of a sole general partner or managing member in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company 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, equity method investments, marketable securities and other investments, including the assessment of impairments, as well as, depreciable lives, revenue recognition, the collectability of trade accounts receivable, realizability of deferred tax assets and the assessment of uncertain tax positions. Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could differ from these estimates. 53 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Subsequent Events The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated financial statements. Real Estate Real estate assets are stated at cost, less accumulated depreciation and amortization. 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, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, 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 on a retrospective basis. The Company expenses transaction costs associated with business combinations in the period incurred. 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, including fixed rate below-market lease renewal options, 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, which includes the expected renewal option period. Mortgage debt discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument. Unit discounts and premiums are amortized into noncontrolling 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. 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 15 to 50 years Terms of leases or useful lives, (including certain identified intangible assets) whichever is shorter Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve or 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. 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 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. 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 unleveraged) 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. 54 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Real Estate Under Development Real estate under development represents both the ground-up development of neighborhood and community shopping center projects which may be 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 that reflects 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. 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, on a limited selective basis, has obtained 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. To recognize the character of distributions from equity investees the Company reviews the nature of the cash distribution to determine the proper character of cash flow distributions as either returns on investment, which would be included in operating activities or returns of investment, which would be included in investing activities. 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 joint venture that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates. Other Real Estate Investments Other real estate investments primarily consist of preferred equity investments for which the Company provides capital to owners and developers 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. 55 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company’s estimated fair values are based upon a discounted cash flow model for each investment that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates. Mortgages and Other Financing Receivables Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Borrowers of these loans are primarily experienced owners, operators or developers of commercial real estate. The Company’s loans are primarily mortgage loans that are collateralized by real estate. 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 reviews on a quarterly basis credit quality indicators such as (i) payment status to identify performing versus non-performing loans, (ii) changes affecting the underlying real estate collateral and (iii) national and regional economic factors. Interest income on performing loans is accrued as earned. A non-performing loan is placed on non-accrual status when it is probable that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or more past due are placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and interest. Upon the designation of non-accrual status, all unpaid accrued interest is reserved against through current income. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on non- performing loans on an accrual basis is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms. The Company has determined that it has one portfolio segment, primarily represented by loans collateralized by real estate, whereby it determines, as needed, reserves for loan losses on an asset-specific basis. The reserve for loan losses reflects management's estimate of loan losses as of the balance sheet date. The reserve is increased through loan loss expense and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased. The Company considers a loan to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due under the existing contractual terms. A reserve allowance is established for an impaired loan when the estimated fair value of the underlying collateral (for collateralized loans) or the present value of expected future cash flows is lower than the carrying value of the loan. An internal valuation is performed generally using the income approach to estimate the fair value of the collateral at the time a loan is determined to be impaired. The model is updated if circumstances indicate a significant change in value has occurred. The Company does not provide for an additional allowance for loan losses based on the grouping of loans as the Company believes the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for impairment purposes. 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). 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 marketable equity securities as available-for-sale in accordance with the FASB’s Investments- Debt and Equity Securities guidance. 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 ("AOCI"). Gains or losses on securities sold are based on the specific identification method. 56 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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. It is more likely than not that the Company will not be required to sell the debt security before its anticipated recovery and the Company expects to recover the security’s entire amortized cost basis even if the entity does not intend to sell. 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, which includes reviewing the underlying cause of any 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. 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 on a straight-line basis, which approximates the effective interest method, over the terms of the related leases or debt agreements, as applicable. Such capitalized costs include salaries, lease incentives and related costs of personnel directly involved in successful leasing efforts. Software Development Costs Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-line basis generally over a 3 to 5 year period. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. As of December 31, 2013 and 2012, the Company had unamortized software development costs of $28.2 million and $26.8 million, respectively, which is included in Other assets on the Company’s Consolidated Balance Sheets. The Company incurred $7.6 million, $5.5 million and $3.1 million in amortization of software development costs during the years ended December 31, 2013, 2012 and 2011, respectively. 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 noncontrolling 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 the FASB’s real estate sales guidance, provided that various criteria relating to the terms of sale and subsequent involvement by the Company with the properties are met. 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 the FASB’s real estate sales guidance. 57 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company makes estimates of the uncollectability of its accounts receivable related to base rents, straight-line rent, 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 earnings are 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 by entities which elect to be treated as taxable REIT subsidiaries under the Code. As such, the Company is subject to federal and state income taxes on the income from these activities. The Company is also subject to local taxes on certain non-U.S. investments. 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. The Company reviews the need to establish a valuation allowance against deferred tax assets on a quarterly basis. The review includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the carryback or carryforward of any losses, the expected occurrence of future income or loss and available tax planning strategies. The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a Company’s financial statements. Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods. 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 AOCI, 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 expense, net in the Consolidated Statements of Income. The Company is required to release cumulative translation adjustment (“CTA”) balances into earnings when the Company has substantially liquidated its investment in a foreign entity. Derivative/Financial Instruments The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risk through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company may use derivatives to manage exposures that arise from 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. 58 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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. The accounting for changes in the fair value of the derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting under the Derivatives and Hedging guidance issued by the FASB. The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During 2013, 2012 and 2011, the Company had no hedge ineffectiveness. Noncontrolling Interests The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income. Noncontrolling interests also includes amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These units have a stated redemption value or a defined redemption amount based upon the trading price of the Company’s common stock and provides 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. For convertible units, the Company typically has the option to settle redemption amounts in cash or common stock. The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash after a specified or determinable date (or dates) or upon an event that is certain to occur are determined to be mandatorily redeemable under this guidance and are included as Redeemable noncontrolling interest and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or Common Stock are included in the caption Noncontrolling interest within the equity section on the Company’s Consolidated Balance Sheets. 59 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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): For the year ended December 31, 2013 2012 2011 Computation of Basic Earnings Per Share: Income from continuing operations .................................................................................. Gain on sale of operating properties, net of tax .......................................................... Net income attributable to noncontrolling interests ................................................. Discontinued operations attributable to noncontrolling interests ...................... Preferred stock redemption costs ....................................................................................... Preferred stock dividends ......................................................................................................... Income from continuing operations available to the common Shareholders ...................................................................................................... Earnings attributable to unvested restricted shares .................................................... Income from continuing operations attributable to $ $ $ 261,683 1,432 (5,072) (8,301) - (58,294) 191,448 (1,360) 210,073 4,299 (14,202) 3,133 (21,703) (71,697) 109,903 (1,221) common Shareholders ...................................................................................................... 190,088 108,682 (Loss)/income from discontinued operations attributable to the Company ................................................................................................................... (13,461) 62,770 Net income attributable to the Company’s common shareholders 141,416 108 (13,039) 2,799 - (59,363) 71,921 (608) 71,313 37,767 for basic earnings per share ............................................................................................ $ 176,627 $ 171,452 $ 109,080 Weighted average common shares outstanding .......................................................... 407,631 405,997 406,530 Basic Earnings Per Share Attributable to the Company’s Common Shareholders: Income from continuing operations .................................................................................. (Loss)/income from discontinued operations ................................................................ Net income ...................................................................................................................................... Computation of Diluted Earnings Per Share: Income from continuing operations attributable to $ $ 0.47 (0.04) 0.43 $ $ 0.27 0.15 0.42 $ $ 0.18 0.09 0.27 common shareholders ...................................................................................................... $ 190,088 $ 108,682 $ 71,313 (Loss)/income from discontinued operations attributable to the Company ................................................................................................................... (13,461) 62,770 37,767 Net income attributable to the Company’s common shareholders for diluted earnings per share ....................................................................................... $ 176,627 $ 171,452 $ 109,080 Weighted average common shares outstanding – basic ......................................... Effect of dilutive securities(a): Equity awards ................................................................................................................................. Shares for diluted earnings per common share ............................................................ 407,631 405,997 983 408,614 692 406,689 406,530 1,139 407,669 Diluted Earnings Per Share Attributable to the Company’s Common Shareholders: Income from continuing operations .................................................................................. (Loss)/income from discontinued operations ................................................................ Net income ...................................................................................................................................... $ $ 0.47 (0.04) 0.43 $ $ 0.27 0.15 0.42 $ $ 0.18 0.09 0.27 (a) The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 10,950,388, 11,159,160 and 13,304,016, stock options that were not dilutive as of December 31, 2013, 2012 and 2011, respectively. The Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings. 60 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Stock Compensation The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the “Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”). The Prior Plan provides for a maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options and restricted stock grants. The 2010 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options, restricted stock, performance awards and other awards, plus the number of shares of common stock which are or become available for issuance under the Prior Plan and which are not thereafter issued under the Prior Plan, subject to certain conditions. Unless otherwise determined by the Board of Directors at its sole discretion, options granted under the Plans 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 generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii) ratably over three or four years, (iii) over three years at 50% after two years and 50% after the third year or (iv) over ten years at 20% per year commencing after the fifth year. Performance share awards provide a potential to receive shares of restricted stock based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors. In addition, the Plans provide 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 equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees, be recognized in the Statement of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date (see Footnote 20 for additional disclosure on the assumptions and methodology). New Accounting Pronouncements In July 2013, the FASB released ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force) (“ASU 2013-11”). This update requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Company early adopted, on a prospective basis, ASU 2013-11 during 2013. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations (see Footnote 21). Additionally, during July 2013, the FASB released ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2013-10”). The update permits the Fed Funds Effective Swap Rate (“OIS”) to be used as a U.S. benchmark interest rate for hedge accounting purposes. In addition, the amendments remove the restriction on using different benchmark rates for similar hedges. The provisions of ASU 2013-10 are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of ASU 2013-10 did not have a material impact on the Company’s financial position or results of operations. In February 2013, the FASB issued new guidance regarding liabilities, Accounting Standards Update ("ASU") 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”), effective retrospectively for fiscal years beginning after December 15, 2013 and interim periods within those years. The amendments require an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co- obligors. In addition, the amendments require an entity to disclose the nature and amount of the obligation, as well as other information about the obligations. The adoption of ASU 2013-04 is not expected to have a material impact on the Company’s financial position or results of operations. 61 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued In January 2013, the FASB released ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This guidance is the culmination of the board’s redeliberation on reporting reclassification adjustments from accumulated other comprehensive income. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., the release due to cash flow hedges from interest rate contracts) and the income statement line items affected by the reclassification (e.g., interest income or interest expense). If a component is not required to be reclassified to net income in its entirety (e.g., the net periodic pension cost), companies would instead cross reference to the related footnote for additional information (e.g., the pension footnote). The new requirements will take effect for public companies in interim and annual reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company’s financial statement presentation or disclosures. In December 2011, the FASB released ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 requires companies to provide new disclosures about offsetting and related arrangements for financial instruments and derivatives. The provisions of ASU 2011-11 are effective for annual reporting periods beginning on or after January 1, 2013, and are required to be applied retrospectively. The adoption of ASU 2011- 11 did not have a material impact on the Company’s financial statement presentation. Reclassifications The Company made certain immaterial reclassifications to the Company’s Consolidated Balance Sheets as of December 31, 2012, to conform to the current year presentation. 2. Real Estate: The Company’s components of Rental property consist of the following (in thousands): Land .............................................................................................................................................. $ Undeveloped land ................................................................................................................. Buildings and improvements: ........................................................................................... Buildings ................................................................................................................................. Building improvements .................................................................................................. Tenant improvements .................................................................................................... Fixtures and leasehold improvements ................................................................... Other rental property (1) ............................................................................................ Accumulated depreciation and amortization ......................................................... Total ......................................................................................................................................... $ December 31, 2013 1,989,830 $ 82,269 2012 1,927,800 96,500 4,572,740 1,168,959 725,570 61,015 425,143 9,025,526 (1,878,681) 7,146,845 $ 4,607,931 1,091,810 708,626 59,690 357,667 8,850,024 (1,745,462) 7,104,562 (1) At December 31, 2013 and 2012, Other rental property (net of accumulated amortization of $252.8 million and $212.9 million, respectively), consisted of intangible assets including (i) $290,838 and $237,166, respectively, of in-place leases, (ii) $21,326 and $21,335, respectively, of tenant relationships, and (iii) $112,979 and $99,166, respectively, of above-market leases. In addition, at December 31, 2013 and 2012, the Company had intangible liabilities relating to below-market leases from property acquisitions of $181.5 million and $167.2 million, respectively, net of accumulated amortization of $155.7 million and $138.3 million, respectively. These amounts are included in the caption Other liabilities in the Company’s Consolidated Balance Sheets. The Company’s amortization associated with the above and below market leases for the years ended December 31, 2013, 2012 and 2011 were net increases to revenue of $11.9 million, $14.9 million and $12.0 million, respectively. The estimated net amortization associated with the Company’s above and below market leases for the next five years are as follows (in millions): 2014, $10.5; 2015, $10.8; 2016, $11.0; 2017, $9.7 and 2018, $7.4. The Company’s amortization expense associated with leases in place and tenant relationships for the years ended December 31, 2013, 2012 and 2011 was $33.2 million, $30.1 million and $26.9 million, respectively. The estimated net amortization associated with the Company’s these intangible assets for the next five years are as follows (in millions): 2014, $18.6; 2015, $15.3; 2016, $12.4; 2017, $10.1 and 2018, $8.2. 62 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 financings, proceeds from the disposition of properties and availability under the Company’s revolving lines of credit. Acquisition of Operating Properties – During the year ended December 31, 2013, the Company acquired the following properties, in separate transactions (in thousands): Property Name Location Month Acquired Cash Debt Assumed Other Total GLA* Purchase Price $ Santee Trolley Square (1) .... Santee, CA Shops at Kildeer (2) ................. Kildeer, IL Village Commons S.C. ........ Tallahassee, FL Putty Hill Plaza (3) .................... Baltimore, MD Columbia Crossing II S.C. .. Columbia, MD Roseville Plaza Outparcel ..... Roseville, MN Wilton River Park (4) ............. Wilton, CT Canyon Square (5) .................. Santa Clarita, CA JTS Portfolio (7 properties) (6) ............... Baton Rouge, LA Factoria Mall (7)......................... Bellevue, WA 6 Outparcels .............................. Various Highlands Ranch II .................... Highlands Ranch, CO Elmsford ......................................... Elmsford, NY Northridge .................................... Arvada, CO Five Forks Crossing .................. Liburn, GA Greenwood S.C. Jan-13 Jan-13 Jan-13 Jan-13 Jan-13 Jan-13 Mar-13 Apr-13 Apr-13 May-13 Jun-13 July-13 Aug-13 Oct-13 Oct-13 $ 26,863 - 7,100 4,592 21,800 5,143 777 1,950 - 37,283 13,053 14,600 23,000 8,239 9,825 Outparcel ............................... Greenwood, IN Oct-13 4,067 Clark Portfolio (4 properties) ....................... Clark, NJ Nov-13 35,553 48,456 32,724 - 9,115 - - 36,000 13,800 43,267 56,000 - - - 11,511 - - - $ 22,681 - - 489 - - 5,223 - 11,733 37,467 - - - - - $ 98,000 32,724 7,100 14,196 21,800 5,143 42,000 15,750 55,000 130,750 13,053 14,600 23,000 19,750 9,825 - - 4,067 35,553 311 168 125 91 101 80 187 97 520 510 97 44 143 146 74 30 189 Winn Dixie Portfolio (6 properties) ....................... Louisiana & Florida Tomball S.C. ................................ Houston, TX Atascocita S.C. ............................ Humble, TX Lawrenceville ............................... Lawrenceville, GA Dec-13 Dec-13 Dec-13 Dec-13 43,506 35,327 38,250 36,824 $ 367,752 - - 28,250 - $ 279,123 - - - - 77,593 43,506 35,327 66,500 36,824 $ 724,468 $ 392 149 317 286 4,057 * Gross leasable area ("GLA") (1) This property was acquired from a joint venture in which the Company had a 45% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $22.7 million, before income tax, from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other. (2) This property was acquired from a joint venture in which the Company had a 19% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized. (3) The Company acquired the remaining 80% interest in an operating property from an unconsolidated joint venture in which the Company had a 20% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $0.5 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other. (4) The acquisition of this property included the issuance of $5.2 million of redeemable units, which are redeemable at the option of the holder after one year and earn a yield of 6% per annum, which is included in the purchase price above in Other. In connection with this transaction, the Company provided the sellers a $5.2 million loan at a rate of 6.5%, which is secured by the redeemable units. (5) This property was acquired from a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized. 63 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (6) The Company acquired the remaining interest in a portfolio of office properties from a preferred equity investment in which the Company held a noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a change in control loss of $9.6 million from the fair value adjustment associated with the Company’s original ownership, which is reflected in the purchase price above in Other. The debt assumed in connection with this transaction of $43.3 million was repaid in April 2013 and the properties within the portfolio were later sold during October and November 2013. (7) The Company acquired an additional 49% interest in this operating property from an unconsolidated joint venture in which the Company had a 50% noncontrolling interest. As such the Company now consolidates this investment. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $8.2 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other. During the year ended December 31, 2012, the Company acquired the following properties, in separate transactions (in thousands): Location Property Name Woodbridge S.C. ............................................... Sugarland, TX Bell Camino Center .......................................... Sun City, AZ 31 parcels (2) ....................................................... Various 1 parcel (3) ............................................................ Duncan, SC Olympia West Outparcel .............................. Olympia, WA Frontier Village (1) ............................................. Lake Stevens, WA Silverdale S.C. (1) ............................................... Silverdale, WA 30 parcels (2) ....................................................... Various 1 parcel (3) ............................................................ Peru, IL Towson Place (4) ............................................... Towson, MD Prien Lake Outparcel ..................................... Lake Charles, LA Devon Village ..................................................... Devon, PA 4 Properties........................................................... Various, NC Lake Jackson (5) .................................................. Lake Jackson, TX Woodlawn S.C. ................................................... Charlotte, NC Columbia Crossing - 2 Outparcels ......... Columbia, MD Pompano Beach (6) .......................................... Pompano Beach, FL 6 Parcels (2) .......................................................... Various Wilton S.C. ............................................................ Wilton, CT Hawthorne Hills S. C. ...................................... Vernon Hills, IL Greeley Shopping Center (7) ..................... Greeley, CO Savi Ranch Center Phase II ........................... Yorba Linda, CA Wild Lake Plaza Outparcel ........................... Columbia, MD City Heights Retail Village.............................. San Francisco, CA Snowden Square (8) ........................................ Columbia, MD “Key Food” Portfolio (5 properties) ........ Various, NY Month Acquired Jan-12 Jan-12 Jan-12 Jan-12 Feb-12 Mar-12 Mar-12 Mar-12 Mar-12 Apr-12 May-12 Jun-12 Jun-12 Jul-12 Jul-12 Jul-12 Jul-12 Jul-12 Aug-12 Aug-12 Oct-12 Oct-12 Nov-12 Nov-12 Dec-12 Dec-12 Total $ $ Purchase Price Debt Assumed $ - 4,210 - - - 30,900 24,000 - - 57,625 - - - - - - - - 20,900 21,563 - - - 20,000 - - $ 179,198 Cash 9,000 4,185 30,753 1,048 1,200 12,231 8,335 39,493 995 69,375 1,800 28,550 63,750 5,500 7,050 11,060 12,180 8,111 18,800 15,974 23,250 34,500 300 15,600 6,182 26,058 455,280 Total $ 9,000 8,395 30,753 1,048 1,200 43,131 32,335 39,493 995 127,000 1,800 28,550 63,750 5,500 7,050 11,060 12,180 8,111 39,700 37,537 23,250 34,500 300 35,600 6,182 26,058 $ 634,478 GLA* 97 63 83 3 6 195 170 107 4 680 8 79 368 35 137 69 81 19 96 193 139 161 75 109 50 59 3,086 * Gross leasable area ("GLA") (1) These properties were acquired from a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as such recognized an aggregate gain of $2.0 million from the fair value adjustment associated with its original ownership due to a change in control. (2) Acquired an aggregate of 67 parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 99.1% controlling interest. During July 2012, the Company purchased the remaining 0.9% interest for $0.7 million. (3) Acquired an aggregate of two parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 92.0% controlling interest. During July 2012, the Company sold 4% of its interest for $0.1 million. The Company continues to have a controlling interest in the joint venture and therefore continues to consolidate this investment. (4) This property was acquired from a joint venture in which the Company had a 30% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $12.1 million from the fair value adjustment associated with its original ownership due to a change in control. In addition, the Company recognized promote income of $1.1 million in connection with this transaction. The promote income is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income. Additionally, the debt assumed in connection with this transaction of $57.6 million was repaid in May 2012. 64 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (5) The Company acquired this property from a preferred equity investment in which the Company held a noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized. (6) This property was acquired from a joint venture in which the Company had a 50% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized. (7) This property was acquired from a joint venture in which the Company has an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $0.4 million from the fair value adjustment associated with its original ownership due to a change in control. (8) This property was acquired from a joint venture in which the Company has a 50% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $1.0 million from the fair value adjustment associated with its original ownership due to a change in control. The aggregate purchase price of the above 2013 and 2012 property acquisitions have been allocated as follows (in thousands): Land ............................................................................................................................................ Buildings .................................................................................................................................... Below Market Rents ........................................................................................................... Above Market Rents .......................................................................................................... In-Place Leases ...................................................................................................................... Building Improvements ..................................................................................................... Tenant Improvements ...................................................................................................... Mortgage Fair Value Adjustment ................................................................................ Other Assets .......................................................................................................................... Other Liabilities .................................................................................................................... 2013 2012 198,263 $ 368,478 (25,298) 15,758 35,262 115,110 22,196 (5,794) 894 (401) 724,468 $ 196,219 319,955 (40,375) 14,977 31,248 99,092 19,327 (5,965) - - 634,478 $ $ Additionally, during the years ended December 31, 2013 and 2012, the Company acquired the remaining interest in four and six previously consolidated joint ventures for $9.4 million and $12.0 million, respectively. The Company continues to consolidate these entities as there was no change in control from these transactions. The purchase of the remaining interests resulted in an aggregate decrease in noncontrolling interest of $0.4 million and $10.4 million for the years ended December 31, 2013 and 2012, respectively and an aggregate decrease of $8.2 million and $0.3 million, after income taxes, to the Company’s Paid-in capital, during 2013 and 2012, respectively. Ground-Up Development - The Company is engaged in ground-up development projects, which will be held as long-term investments by the Company. As of December 31, 2013, the Company had in progress a total of three ground-up development projects, consisting of two located in the U.S. and one located in Peru. FNC Realty Corporation – During 2012, the Company acquired an additional 13.62% interest in FNC Realty Corporation (“FNC”) for $15.3 million, which increased the Company’s total ownership interest to 82.7%. During 2013, the Company acquired the remaining ownership interest in FNC of 17.3% for $20.3 million. As a result of this transaction the Company now owns 100% of FNC. The Company had previously and continues to consolidate FNC. Since there was no change in control from these transactions, the purchase of the additional interests resulted in a decrease in noncontrolling interest during 2013 and 2012 of $19.7 million and $15.4 million, respectively, and a decrease of $0.7 million during 2013 and an increase of $0.1 million during 2012 to the Company’s Paid-in capital. 4. Dispositions of Real Estate: Operating Real Estate – During 2013, the Company disposed of 36 operating properties and three out-parcels in separate transactions, for an aggregate sales price of $279.5 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million, before income taxes. 65 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Additionally, during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of $115.4 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $23.3 million, before income taxes, and aggregate impairment charges of $26.9 million (including the release of the cumulative foreign currency translation loss of $7.8 million associated with the sale of the Company’s interest in two properties within Brazil, which represents a full liquidation of the Company’s investment in Brazil), before income taxes and noncontrolling interests. During 2012, the Company disposed of 62 operating properties and two outparcels, in separate transactions, for an aggregate sales price of $418.9 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate pre-tax gain of $85.9 million and aggregate impairment charges of $22.5 million, before income taxes. The Company provided seller financing in connection with the sale of one of the operating properties for $4.2 million, which bore interest at a rate of 6.0% and matured in November 2013. The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition were met. During 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in which the Company has a 20% noncontrolling interest for a sales price of $55.5 million. This transaction resulted in a pre-tax gain of $10.0 million, of which the Company deferred $2.0 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income. During 2011, the Company disposed of 27 operating properties, one development property and one outparcel, in separate transactions, for an aggregate sales price of $124.9 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $17.3 million and aggregate impairment charges of $16.9 million, before an income tax benefit and noncontrolling interest. The Company provided seller financing aggregating $11.9 million on three of these transactions which bear interest at rates ranging from 5.50% to 8.00% per annum and have maturities ranging from one to seven years. The Company evaluated these transactions pursuant to the FASB’s real estate sales guidance to determine sale and gain recognition. Also, during 2011, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of $6.1 million. As a result of this capital transaction, the Company received $1.4 million of profit participation, before noncontrolling interest of $0.1 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 2011, the Company transferred an operating property for a sales price of $23.9 million to a newly formed unconsolidated joint venture in which the Company has a noncontrolling interest. This transaction resulted in a gain of $0.4 million, of which the Company deferred $0.1 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income. Land Sales – During 2013, the Company sold nine land parcels for an aggregate sales price of $18.2 million in separate transactions. These transactions resulted in an aggregate gain of $11.5 million, before income taxes expense and noncontrolling interest. The gains from these transactions are recorded as other income, which is included in Other expense, net, in the Company’s Consolidated Statements of Income. During 2012, the Company disposed of two land parcels and two outparcels for an aggregate sales price of $4.1 million and recognized an aggregate gain of $2.0 million related to these transactions. These gains are recorded as other income, which is included in Other expense, net, in the Company’s Consolidated Statements of Income. The Company provided seller financing in connection with the sale of one of the land parcels for $1.8 million, which bore interest at a rate of 6.5% for the first six months and 7.5% for the remaining term and matured in March 2013. The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition were met. 66 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Also, during 2012, the Company sold a land parcel in San Juan del Rio, Mexico for a sales price of 24.3 million Mexican Pesos (“MXN”) (USD $1.9 million). The Company recognized a gain of MXN 5.7 million (USD $0.4 million) on this transaction. The gain from this transaction is recorded as other income, which is included in Other expense, net, in the Company’s Consolidated Statements of Income. Ground-up Development – During 2011, the Company transferred a merchant building property for a sales price of $37.6 million to a newly formed unconsolidated joint venture in which the Company has a noncontrolling interest. This transaction resulted in an aggregate gain of $14.2 million, before income tax expense, of which the Company deferred $2.1 million due to its continued involvement. 5. 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 2013, 2012 and 2011 financial statement amounts. The components of Income from discontinued operations for each of the three years in the period ended December 31, 2013, are shown below. These include the results of Income through the date of each respective sale for properties sold during 2013, 2012 and 2011, and the operations for the applicable periods for those assets classified as held-for-sale as of December 31, 2013 (in thousands): $ Discontinued operations: Revenues from rental property ..................................................................................... Rental property expenses ................................................................................................ Depreciation and amortization ...................................................................................... Provision for doubtful accounts .................................................................................... Interest income/(expense) ............................................................................................... Income from other real estate investments .......................................................... Other expense, net .............................................................................................................. Income from discontinued operating properties, before income taxes ................................................................................................... Impairment of property carrying value, before income taxes ..................... Gain on disposition of operating properties, before income taxes ................................................................................................... Benefit for income taxes ................................................................................................... (Loss)/income from discontinued operating properties .................................. Net loss/(income) attributable to noncontrolling interests............................ (Loss)/income from discontinued operations attributable 2013 2012 2011 $ 44,168 (14,861) (10,318) (847) 300 - (449) 17,993 (98,815) 48,731 10,329 (21,762) 8,301 76,442 $ (26,203) (25,820) (2,243) (2,882) 13 (922) 18,385 (49,280) 85,894 10,904 65,903 (3,133) 113,508 (40,054) (32,878) (2,904) (3,672) 1,703 (351) 35,352 (19,698) 17,327 7,585 40,566 (2,799) to the Company ............................................................................................................ $ (13,461) $ 62,770 $ 37,767 During 2013, the Company classified as held-for-sale 19 operating properties, comprising 1.9 million square feet of GLA. The aggregate book value of these properties was $178.4 million, net of accumulated depreciation of $19.2 million. The Company recognized impairment charges of $25.2 million, after income taxes, on eight of these properties. The book value of the other properties did not exceed their estimated fair value, less costs to sell, and as such no impairment charges were recognized. The Company’s determination of the fair value of these properties, aggregating $158.6 million, was based upon executed contracts of sale with third parties (see Footnote 15). In addition, the Company completed the sale of 15 held-for-sale operating properties during the year ended December 31, 2013, one of which was classified as held-for-sale during 2012 (these dispositions are included in Footnote 4 above). At December 31, 2013, the Company had five remaining operating properties classified as held-for-sale at a carrying amount of $70.3 million, net of accumulated depreciation of $8.1 million, which are included in Other assets on the Company’s Consolidated Balance Sheets. During 2012, the Company classified as held-for-sale 18 operating properties, comprising 2.1 million square feet of GLA. The book value of these properties was $73.2 million, net of accumulated depreciation of $57.2 million. The Company recognized impairment charges of $4.2 million on three of these properties. The book value of the other 67 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued properties did not exceed their estimated fair value, less costs to sell, and as such no impairment charges were recognized. The Company’s determination of the fair value of these properties, aggregating $102.0 million, was based upon executed contracts of sale with third parties (see Footnote 15). In addition, the Company completed the sale of 19 operating properties during the year ended December 31, 2012, of which two were classified as held-for-sale during 2011 (these dispositions are included in Footnote 4 above). At December 31, 2012, the Company had one operating property classified as held-for-sale at a carrying amount of $3.4 million, net of accumulated depreciation of $6.8 million, which is included in Other assets on the Company’s Consolidated Balance Sheets. During 2011, the Company classified as held-for-sale seven operating properties comprising 0.2 million square feet of GLA. The book value of each of these properties aggregated $10.0 million, net of accumulated depreciation of $7.3 million. The individual book values of the seven operating properties did not exceed each of their estimated fair values less costs to sell; as such no impairments were recognized. The Company’s determination of the fair value of these properties and land parcel, aggregating $19.7 million, was based upon executed contracts of sale with third parties. The Company completed the sale of five of these operating properties during the year ended December 31, 2011 (these dispositions are included in Footnote 4 above). 6. Impairments: Management assesses on a continuous basis whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset. The Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions and/or the property hold period caused the Company to recognize impairment charges for the years ended December 31, 2013, 2012 and 2011 as follows (in millions): Impairment of property carrying values * (1)(2)(5)(6)..................... $ Investments in other real estate investments* (3)(7)(8) ................. Marketable securities and other investments* (4) .............................. Investments in real estate joint ventures* (9)........................................ Total Impairment charges included in operating expenses........ Impairment of property carrying values included in discontinued operations ** ................................................................. Total gross impairment charges ..................................................................... Noncontrolling interests ............................................................................... Income tax benefit ........................................................................................... Total net impairment charges ......................................................................... $ See Footnote 15 for additional disclosure on fair value. * ** See Footnotes 4 & 5 above for additional disclosure. 2013 2012 2011 76.7 $ 2.9 10.7 1.1 91.4 98.8 190.2 (10.6) (22.4) 157.2 $ 7.6 $ 2.7 - - 10.3 49.3 59.6 (0.4 ) (10.6 ) 48.6 $ 3.1 3.3 1.6 5.1 13.1 19.7 32.8 0.7 (4.5) 29.0 (1) During 2013, the Company was in advanced negotiations to sell several operating properties within its Mexico portfolio. Based upon the allocation of the estimated selling prices, the Company determined that the estimated fair values of certain of the properties were below their respective current carrying value. As such, the Company recorded impairment charges of $58.2 million relating to these assets. This amount is subject to change based upon finalization of contract terms, closing costs, additional cash amounts received as earn outs and fluctuations in the Mexican Peso exchange rate (see Footnote 22). (2) During 2013, the Company recorded $18.5 million, before an income tax benefit of $6.4 million and noncontrolling interests of $1.0 million, in impairment charges primarily related to two land parcels and four operating properties based upon purchase prices or purchase price offers. (3) Based upon a review of the debt maturity status and the likelihood of foreclosure of the underlying property within one of the Company’s preferred equity investments, the Company believes it will not recover its investment and as such recorded a full impairment of $2.6 million, before an income tax benefit of $1.1 million, on its investment during 2013. 68 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (4) During 2013, the Company reviewed the underlying cause of the decline in value of a cost method investment, as well as the severity and the duration of the decline and determined that the decline was other-than-temporary. Impairment charges were recognized based upon the calculation of an estimated fair value of $4.7 million using a discounted cash flow model. (5) During 2012, the Company recognized an aggregate impairment charge of $7.6 million, before income tax benefit of $2.9 million, relating to its investment in four land parcels. The estimated aggregate fair value of these properties was based upon purchase price offers. (6) During 2011, the Company recognized an aggregate impairment charge of $3.1 million, before income tax benefit of $1.1 million, relating to a portion of an operating property and four land parcels. The estimated aggregate fair value of these properties was based upon purchase price offers. (7) Based upon a review of the debt maturity status and the likelihood of foreclosure of the underlying property within one of the Company’s preferred equity net leased investment, the Company believed it would not recover its investment and as such recorded a full impairment of $2.7 million on its investment during 2012. (8) During 2011, two properties within two of the Company’s preferred equity investments were in default of their respective mortgages and received foreclosure notices from the respective mortgage lenders. As such, the Company recognized full impairment charges on both of the investments aggregating $2.2 million. (9) During 2011, the Company exited its investment in a redevelopment joint venture property in Harlem, NY. As a result, the Company recognized an-other-than-temporary impairment charge of approximately $3.1 million representing the Company’s entire investment balance. Additionally, during 2011, the Company recorded an other- than-temporary impairment of $2.0 million, before income tax benefit, against the carrying value of an investment in which the Company held a 13.4% noncontrolling ownership interest. The Company determined the fair value of its investment based on the estimated sales price of the property in the joint venture. In addition to the impairment charges above, the Company recognized pretax impairment charges during 2013, 2012 and 2011 of $29.5 million, $11.1 million, and $14.1 million, respectively, relating to certain properties held by various unconsolidated joint ventures in which the Company holds noncontrolling interests. These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Income (see Footnote 7). The Company will continue to assess the value of its assets on an on-going basis. Based on these assessments, the Company may determine that one or more of its assets may be impaired due to a decline in value and would therefore write-down its cost basis accordingly. 7. Investment and Advances in Real Estate Joint Ventures: The Company and its subsidiaries have investments in and advances to various real estate joint ventures. These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting. The table below presents joint venture investments for which the Company held an ownership interest at December 31, 2013 and 2012 (in millions, except number of properties): Average Ownership Interest As of December 31, 2013 Gross Real Estate Number of Properties GLA The Company's Investment Average Ownership Interest As of December 31, 2012 Gross Number Real of Estate Properties GLA The Company's Investment 15.0% 60 10.6 $ 2,724.0 $ 179.7 15.0% 61 10.7 $ 2,744.9 $ 170.1 48.6% - 33.3% 57 12.0 1,496.0 - 39 21 - 5.6 3.4 - 1,095.3 520.1 163.6 1.1 100.3 29.5 45.0% 17.9% - 37.7% 58 40 - 22 12.4 1,543.2 140.3 5.7 1,260.1 - - 3.6 547.7 58.4 - 31.3 (2) (10)* ................................... 37.9% The Canada Pension Plan Investment Board (“CPP”) (2) .............................. 55.0% 6 2.4 437.4 144.8 55.0% 6 2.4 436.1 149.5 69 Venture Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2) (11) .............................. Kimco Income Opportunity Portfolio (“KIR”) (2) (7) (15) ...................................... UBS Programs (“UBS”) (2) (8) (14)* ........................... Kimstone (2) (14) ........................ BIG Shopping Centers KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Average Ownership Interest As of December 31, 2013 Gross Real Estate Number of Properties GLA The Company's Investment Average Ownership Interest As of December 31, 2012 Gross Number Real of Estate Properties GLA The Company's Investment Venture Kimco Income Fund (2)(6) .......................................... SEB Immobilien (2) ..................... Other Institutional Programs (2) (9) ................... RioCan ............................................... Intown (3) ........................................ Latin America (13) (16) ........... Other Joint Venture Programs (4) (5) (12) ........ Total ................................................... 39.5% 15.0% Various 50.0% - Various Various * Ownership % is a blended rate 12 13 56 45 - 28 1.5 1.8 2.1 9.3 - 3.7 288.7 361.9 385.3 1,314.3 - 313.2 50.6 0.9 16.8 156.3 - 156.7 75 412 11.5 63.9 1,548.9 $ 10,485.1 $ 256.7 1,257.0 15.2% 15.0% Various 50.0% - Various Various 12 13 58 45 138 131 87 671 1.5 1.8 287.0 361.2 2.6 9.3 N/A 18.0 499.2 1,379.3 841.0 1,198.1 12.3 1.5 21.3 111.0 86.9 334.2 13.2 1,846.7 81.2 12,944.5 $ $ 311.4 1,428.2 The table below presents the Company’s share of net income/(loss) for these investments which is included in the Company’s Consolidated Statements of Income under Equity in income of joint ventures, net for the years ended December 31, 2013, 2012 and 2011 (in millions): Year ended December 31, 2012 2011 2013 KimPru and KimPru II (11) (21) (22) (23) ................................................... $ KIR (15) (24) ............................................................................................................... UBS Programs (14) (25) ....................................................................................... Kimstone (14) ............................................................................................................. BIG Shopping Centers (10) (26) ...................................................................... CPP ................................................................................................................................... Kimco Income Fund................................................................................................. SEB Immobilien .......................................................................................................... Other Institutional Programs (19) (27)......................................................... RioCan (20) ................................................................................................................. Intown ........................................................................................................................... Latin America (13) (16) (17) ............................................................................ Other Joint Venture Programs (12) (18) (28) (29)............................... Total ................................................................................................................................. $ 9.1 $ 25.3 1.8 3.6 3.0 5.8 3.3 1.1 1.4 27.6 1.4 103.1 22.2 208.7 $ 7.4 $ 23.4 0.5 - (3.7) 5.3 1.7 0.7 5.0 30.4 4.0 15.8 22.4 112.9 $ (1.6) 17.3 (0.8) - (2.9) 5.2 1.0 - 5.0 19.7 (1.9) 12.5 10.0 63.5 (1) This venture represents four separate joint ventures, with four separate accounts managed by Prudential Real Estate Investors (“PREI”), three of these ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II. (2) The Company manages these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees. (3) The Company’s share of this investment was subject to fluctuation and dependent upon property cash flows. During June 2013, the Intown portfolio was sold for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company maintains its guarantee on a portion of the debt ($139.7 million as of December 31, 2013) assumed by the buyer. The guarantee is collateralized by the buyer’s ownership interest in the portfolio. The Company is entitled to a guarantee fee, for the initial term of the loan, which is scheduled to mature in December 2015. The guarantee fee is calculated based upon the difference between LIBOR plus 1.15% and 5.0% per annum multiplied by the outstanding amount of the loan. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender, loans from a new lender or financing directly from the Company to the buyer. Due to this continued involvement, the Company deferred its gain until such time that the guarantee and commitment expire. (4) During the year ended December 31, 2013, the Company amended one of its Canadian preferred equity investment agreements to restructure the investment as a pari passu joint venture in which the Company holds a noncontrolling interest. As a result of this transaction, the Company continues to account for its investment in this joint venture under the equity method of accounting and includes this investment in Investments and advances to real estate joint ventures within the Company’s Consolidated Balance Sheets. (5) During the year ended December 31, 2013, two joint ventures in which the Company held noncontrolling interests sold two operating properties to the Company, in separate transactions, for an aggregate sales price of $228.8 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance. As such, the Company recognized an aggregate gain of $30.9 million, before income tax, from the fair value adjustment associated with its original ownership due to a change in control and now consolidates these operating properties. 70 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (6) During the year ended December 31, 2013, the Company purchased an additional 24.24% interest in Kimco Income Fund for $38.3 million. (7) During the year ended December 31, 2013, the Company purchased an additional 3.57% interest in KIR for $48.4 million. (8) During the year ended December 31, 2013, UBS sold an operating property to the Company for a sales price of $32.7 million, which was equal to the remaining debt balance. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. As such the Company recognized no gain or loss from a change in control and now consolidates this operating property. (9) During the year ended December 31, 2013, a joint venture in which the Company held a noncontrolling interest sold an operating property to the Company for a sales price of $14.2 million. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. As such the Company recognized a gain of $0.5 million from the fair value adjustment associated with the Company’s original ownership due to a change in control and now consolidates this operating property. (10) During the year ended December 31, 2013, BIG recognized a gain on early extinguishment of debt of $13.7 million related to a property that was foreclosed on by a third party lender. The Company’s share of this gain was $2.4 million. (11) During the year ended December 31, 2013, the Company purchased the remaining interest in an operating property for a purchase price of $15.8 million. As a result of this transaction, KimPru recognized an impairment charge of $4.0 million, of which the Company’s share was $0.6 million. (12) During the year ended December 31, 2013, joint ventures in which the Company has noncontrolling interests sold six operating properties, in separate transactions, for an aggregate sales price of $132.1 million. In connection with these transactions, the Company recognized its share of the aggregate gains of $6.1 million and aggregate impairment charges of $1.5 million. (13) During the year ended December 31, 2013, joint ventures in which the Company held noncontrolling interests sold 20 operating properties located throughout Mexico and Chile for $341.9 million. These transactions resulted in an aggregate net gain to the Company of $22.9 million, after tax, which represents the Company's share. (14) During June 2013, the Company increased its ownership interest in the UBS Programs to 33.3% and simultaneously UBS transferred its remaining 66.7% ownership interest in the UBS Programs to affiliates of Blackstone Real Estate Partners VII (“Blackstone”). Both of these transactions were based on a gross purchase price of $1.1 billion. Upon completion of these transactions, Blackstone and the Company entered into a new joint venture (Kimstone) in which the Company owns a 33.3% noncontrolling interest. (15) During the year ended December 31, 2013, KIR sold an operating property in Cincinnati, OH for a sales price of $30.0 million and recognized a gain of $6.1 million. The Company’s share of this gain was $3.0 million. (16) During the year ended December 31, 2013, the Company and its joint venture partner sold their noncontrolling ownership interest in a joint venture which held interests in 84 operating properties located throughout Mexico for $603.5 million (including debt of $301.2 million). The Company's share of the net gain of $78.2 million, before income taxes of $25.1 million. (17) The Company is currently in advanced negotiations to sell 10 operating properties located throughout Mexico, which are held in unconsolidated joint ventures in which the Company holds noncontrolling interests. Based upon the allocation of the selling price, the Company has recorded its share of impairment charges of $9.4 million on six of these properties. (18) During the year ended December 31, 2012, two joint ventures in which the Company holds noncontrolling interests sold two properties, in separate transactions, for an aggregate sales price of $118.0 million. The Company’s share of the aggregate gain related to these transactions was $8.3 million. (19) During the year ended December 31, 2012, a joint venture in which the Company holds a noncontrolling interest sold two encumbered operating properties to the Company for an aggregate sales price of $75.5 million. As a result of this transaction, the Company recognized promote income of $2.6 million. Additionally, another joint venture in which the Company holds a noncontrolling interest sold an operating property to the Company for a sales price of $127.0 million. As a result of this transaction, the Company recognized promote income of $1.1 million. (20) During the year ended December 31, 2012, the Company recognized income of $7.5 million, before taxes of $1.5 million, from the sale of certain air rights at one of the properties in the RioCan portfolio. (21) KimPru recognized impairment charges of $6.5 million related to the sale of two properties and $53.6 million related to the potential foreclosure of two properties during the years ended December 31, 2012 and 2011, respectively. The Company had previously taken other-than-temporary impairment charges on its investment in KimPru and had allocated these impairment charges to the underlying assets of the KimPru joint ventures including a portion to these operating properties. As such, the Company’s share of these impairment charges for the years ended December 31, 2012 and 2011 were $0.8 million and $6.0 million, respectively. (22) During 2011, a third party mortgage lender foreclosed on an operating property for which KimPru had previously taken an impairment charge during 2010. As a result of the foreclosure during 2011, KimPru recognized an aggregate gain on early extinguishment of debt of $29.6 million. The Company’s share of this gain was $4.4 million, before income taxes. (23) KimPru II recognized impairment charges of $7.3 million for the year ended December 31, 2011, related to the foreclosure of one operating property. The Company had previously taken other-than-temporary impairment charges on its investment in KimPru II and had allocated these impairment charges to the underlying assets of the KimPru II joint ventures including a portion to this operating property. As such, the Company’s share of this impairment charge for the year ended December 31, 2011 was $1.0 million. (24) KIR recognized an impairment charge of $4.6 million related to the sale of one operating property for the year ended December 31, 2011. The Company’s share of this impairment charge was $2.1 million for the year ended December 31, 2011. 71 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (25) The UBS Program recognized impairment charges of $13.0 million related to the sale of two properties and $9.7 million related to the sale of one property, during the years ended December 31, 2012 and 2011, respectively. The Company’s share of these impairment charges for the years ended December 31, 2012 and 2011 were $2.2 million and $1.9 million, respectively. Additionally, during the year ended December 31, 2011, the UBS Program recognized an impairment charge of $5.0 million relating to a property that was anticipated to be foreclosed on by the third party lender in 2012. The Company’s share of this impairment charge was $0.8 million. A deed in lieu of foreclosure was given to the third party lender in 2012. (26) During the year ended December 31, 2012, BIG recognized an impairment charge of $9.0 million on a property that was foreclosed upon in 2013. The Company’s share of this impairment charge was $0.9 million. (27) During the year ended December 31, 2012, two joint ventures in which the Company has a noncontrolling interest recognized aggregate impairment charges of $6.5 million related to the sale of four operating properties. The Company’s share of these impairment charges was $0.8 million. (28) During the year ended December 31, 2012, three joint ventures in which the Company has noncontrolling interests recognized aggregate impairment charges of $12.8 million related to the sale of one operating property, the pending sale of one property and the potential foreclosure of another property. The Company’s share of these impairment charges was $6.4 million. (29) During the year ended December 31, 2011, the Company sold its interest in a Canadian hotel portfolio to its partner, for Canadian Dollars (“CAD”) $2.5 million (USD $2.4 million). As a result, the Company recorded its share of an impairment charge of USD $5.2 million, before income taxes. The table below presents debt balances within the Company’s joint venture investments for which the Company held noncontrolling ownership interests at December 31, 2013 and 2012 (dollars in millions): As of December 31, 2013 As of December 31, 2012 Mortgages and Notes Payable Venture KimPru and KimPru II .................... $ KIR .......................................................... UBS Programs ................................... Kimstone .............................................. BIG Shopping Centers ................. CPP ......................................................... Kimco Income Fund ....................... SEB Immobilien ................................ RioCan .................................................. Intown ................................................... Other Institutional 923.4 889.1 - 749.9 406.5 138.6 158.0 243.8 743.7 - Average Interest Rate 5.53% 5.05% - 4.62% 5.39% 5.23% 5.45% 5.11% 4.59% - Average Remaining Term (months)** 35.0 75.1 - 39.3 40.1 19.0 8.7 43.3 48.0 - Programs ..................................... 272.9 5.32% Other Joint Venture Programs ..................................... Total ..................................................... $ 1,063.1 5,589.0 5.53% 31.0 60.6 ** Average remaining term includes extensions KIR - Mortgages and Notes Payable Average Interest Rate 1,010.2 5.54% 914.6 5.22% 691.9 5.40% $ - - 443.8 5.52% 141.5 5.19% 161.4 5.45% 243.8 5.11% 923.2 5.16% 614.4 4.46% 310.5 5.24% 1,612.2 5.70% 7,067.5 $ Average Remaining Term (months)** 44.5 78.6 39.1 - 45.5 31.0 20.7 55.3 41.2 46.1 39.0 57.8 The Company holds a 48.6% noncontrolling limited partnership interest in KIR and has a master management agreement whereby the Company performs services for fees relating to the management, operation, supervision and maintenance of the joint venture properties. 72 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company’s equity in income from KIR for the year ended December 31, 2013 and 2012, exceeded 10% of the Company’s income from continuing operations before income taxes; as such the Company is providing summarized financial information for KIR as follows (in millions): Assets: Real estate, net ............................................................................................................................. $ Other assets ................................................................................................................................... $ Liabilities and Members’ Capital: Mortgages payable ...................................................................................................................... $ Other liabilities .............................................................................................................................. Members’ capital .......................................................................................................................... $ December 31, 2013 2012 1,064.2 $ 81.9 1,146.1 $ 889.1 $ 21.8 235.2 1,146.1 $ 1,134.2 87.7 1,221.9 914.6 26.8 280.5 1,221.9 Revenues from rental property ....................................................... $ Operating expenses ............................................................................... Interest expense ...................................................................................... Depreciation and amortization ........................................................ Impairment charges ................................................................................ Other expense, net ................................................................................ Income from continuing operations .............................................. Discontinued Operations: .................................................................. Income from discontinued operations ................................... Impairment on dispositions of properties............................. Gain on dispositions of properties ........................................... Net income ................................................................................................ $ RioCan Investments - Year Ended December 31, 2012 2011 2013 198.2 $ (54.2) (47.8) (39.1) - (0.6) (141.7) 56.5 1.5 (9.8) 6.1 54.3 $ 191.8 $ (51.3) (54.0) (39.2) - (1.3) (145.8) 46.0 2.3 (0.1) - 48.2 $ 190.0 (52.5) (58.8) (36.8) (0.3) (2.6) (151.0) 39.0 (0.1) (4.8) - 34.1 During October 2001, the Company formed three joint ventures (collectively, the "RioCan Ventures") with RioCan Real Estate Investment Trust ("RioCan"), in which the Company has 50% noncontrolling interests, 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. The Company’s equity in income from the Riocan Ventures for the year ended December 31, 2012, exceeded 10% of the Company’s income from continuing operations, as such the Company is providing summarized financial information for the RioCan Ventures as follows (in millions): Assets: Real estate, net ............................................................................................................................. $ Other assets ................................................................................................................................... $ Liabilities and Members' Capital: Mortgages payable ...................................................................................................................... $ Other liabilities .............................................................................................................................. Members' capital .......................................................................................................................... $ December 31, 2013 2012 1,106.2 $ 43.8 1,150.0 $ 743.7 $ 13.0 393.3 1,150.0 $ 1,189.9 43.7 1,233.6 923.2 18.1 292.3 1,233.6 73 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Year ended December 31, 2012 2011 2013 Revenues from rental properties .................................................................... $ 209.9 $ 213.3 $ 209.2 Operating expenses ............................................................................................... Interest expense ....................................................................................................... Depreciation and amortization ........................................................................ Other (expense)/income, net ........................................................................... (76.9) (40.1) (36.0) (1.8) (154.8) Net income ................................................................................................................. $ 55.1 $ (78.1) (51.9) (37.3) 14.7 (152.6) 60.7 $ (73.0) (57.5) (36.8) (0.2) (167.5) 41.7 Summarized financial information for the Company’s investment and advances in real estate joint ventures (excluding KIR and the RioCan Ventures, which are presented above) is as follows (in millions): Assets: Real estate, net ........................................................................................................................... Other assets ................................................................................................................................. Liabilities and Partners’/Members’ Capital: Notes payable ............................................................................................................................. Mortgages payable .................................................................................................................... Construction loans ................................................................................................................... Other liabilities ............................................................................................................................ Noncontrolling interests ........................................................................................................ Partners’/Members’ capital ................................................................................................... December 31, 2013 2012 $ $ $ $ 6,601.8 $ 390.1 6,991.9 $ - $ 3,956.2 - 102.0 19.2 2,914.5 6,991.9 $ 8,523.3 507.7 9,031.0 148.0 5,056.5 25.1 188.5 19.1 3,593.8 9,031.0 Revenues from rental property ......................................................................... $ Operating expenses ................................................................................................ Interest expense ........................................................................................................ Depreciation and amortization ......................................................................... Impairment charges ................................................................................................. Other (expense)/income, net ............................................................................ Income from continuing operations ............................................................... Discontinued Operations: .................................................................................... Income/(loss) from discontinued operations........................................ Impairment on dispositions of properties .............................................. Gain/(loss) on dispositions of properties ................................................ Net income .................................................................................................................. $ Year Ended December 31, 2012 2013 2011 935.1 $ (297.6) (253.6) (242.0) (32.3) (14.5) (840.0) 95.1 12.1 (5.0) 223.4 325.6 $ 1,066.8 $ (348.1) (306.9) (277.6) (25.9) (11.3) (969.8) 97.0 (4.0) (21.1) 94.5 166.4 $ 1,109.3 (388.8) (329.4) (322.6) (13.5) 7.4 (1046.9) 62.4 30.6 (75.7) (0.1) 17.2 Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling $41.5 million and $21.3 million at December 31, 2013 and 2012, 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, 2013 and 2012, the Company’s carrying value in these investments is $1.3 billion. 74 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 8. Other Real Estate Investments: Preferred Equity Capital – The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. As of December 31, 2013, the Company’s net investment under the Preferred Equity program was $236.9 million relating to 483 properties, including 392 net leased properties. For the year ended December 31, 2013, the Company earned $43.0 million from its preferred equity investments, including $20.8 million in profit participation earned from 16 capital transactions. For the year ended December 31, 2012, the Company’s net investment under the Preferred Equity program was $287.8 million relating to 504 properties, including 397 net leased properties. For the year ended December 31, 2012, the Company earned $43.1 million from its preferred equity investments, including $17.6 million in profit participation earned from 21 capital transactions. During 2013, the Company amended one of its Canadian preferred equity agreements to restructure its investment, into a pari passu joint venture investment in which the Company holds a noncontrolling interest. As a result of the amendment, the Company continues to account for this investment under the equity method of accounting and from the date of the amendment will include this investment in Investments and advances to real estate joint ventures within the Company’s Consolidated Balance Sheets. During 2013, a preferred equity investment in a portfolio of properties was acquired by the Company. As a result of this transaction, the Company now consolidates this investment. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a change in control loss of $9.6 million, from the fair value adjustment associated with the Company’s original ownership. The Company’s estimated fair value relating to the change in control loss was based upon a discounted cash flow model that included all estimated cash inflows and outflows over a specified holding period. The capitalization rate, and discount rate utilized in this model were based upon rates that the Company believes to be within a reasonable range of current market rates. During 2012, the Company amended one of its preferred equity agreements to restructure its investment, into a pari passu joint venture investment in which the Company holds a noncontrolling interest. The Company will continue to account for this investment under the equity method of accounting and from the date of the amendment will include this investment in Investments and advances in real estate joint ventures within the Company’s Consolidated Balance Sheets. Included in the capital transactions described above for the year ended December 31, 2012, is the sale of three preferred equity investments in which the Company had a $0 investment and recognized promote income of $10.0 million. In connection with this transaction, the Company provided seller financing for $7.5 million, which bore interest at a rate of 7.0% and was paid off in October 2013. The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition was met. During 2007, the Company invested $81.7 million of preferred equity capital in an entity which was comprised of 403 net leased properties (“Net Leased Portfolio”) which consisted of 30 master leased pools with each pool leased to individual corporate operators. Each master leased pool is accounted for as a direct financing lease. These properties consist of a diverse array of free-standing restaurants, fast food restaurants, convenience and auto parts stores. As of December 31, 2013, the remaining 392 properties were encumbered by third party loans aggregating $336.0 million with interest rates ranging from 5.08% to 10.47% with a weighted-average interest rate of 9.2% and maturities ranging from one to nine years. The Company recognized $13.2 million, $14.0 million and $12.7 million in equity in income from this investment during the years ended December 31, 2013, 2012 and 2011, respectively. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital. As of December 31, 2013 and 2012, the Company’s invested capital in its preferred equity investments approximated $236.9 million and $287.8 million, respectively. 75 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, 2013 2012 571.7 $ 676.1 1,247.8 $ 878.1 $ 26.1 343.6 1,247.8 $ 824.7 719.1 1,543.8 1,116.9 51.8 375.1 1,543.8 Year Ended December 31, 2012 2011 2013 Revenues from rental property ....................................................................... Operating expenses .............................................................................................. Interest expense ...................................................................................................... Depreciation and amortization ....................................................................... Impairment charges (a) ........................................................................................ Other expense, net ............................................................................................... Income from continuing operations ............................................................. Discontinued Operations: .................................................................................. Gain on disposition of properties ............................................................. Net income ................................................................................................. $ $ 159.5 $ (34.8) (55.2) (24.0) - (7.1) 38.4 20.8 59.2 $ 195.0 $ (44.7) (72.0) (33.7) (2.7) (8.3) 33.6 17.5 51.1 $ 233.1 (57.0) (89.5) (43.6) - (6.3) 36.7 6.2 42.9 (a) Represents an impairment charge against one master leased pool due to decline in fair market value. Kimsouth - Kimsouth Realty Inc. (“Kimsouth”) is a wholly-owned subsidiary of the Company that holds a 13.6% noncontrolling interest in a joint venture which owns a portion of Albertson’s Inc. During the year ended December 31, 2013, the Company funded an aggregate $70.8 million as its participation in a transaction with Supervalu, Inc. (“SVU”) through a consortium led by Cerberus Capital Management, L.P. This investment included a contribution of $22.3 million to acquire 414 Albertsons locations from SVU through the Company’s existing joint venture in Albertsons in which the Company now holds a 13.6% noncontrolling ownership interest. The Company recorded this additional investment in Other real estate investments on the Company’s Consolidated Balance Sheets and will continue to account for its investment in this joint venture under the equity method of accounting. During the year ended December 31, 2013, the Company recorded $16.5 million in equity losses from operations in this joint venture, which is included in Equity in income from other real estate investments, net on the Company’s Consolidated Statements of Income. As such, the Company’s investment in its Albertsons joint venture as of December 31, 2013, was $5.8 million. Also included in this aggregate funding is the Company’s contribution of $14.9 million to fund its 15% noncontrolling investment in NAI Group Holdings Inc., a C-corporation, to acquire four grocery banners (Shaw’s, Jewel-Osco, Acme and Star Market) totaling 456 locations from SVU. The Company recorded this investment in Other assets on the Company’s Consolidated Balance Sheets and will account for this investment under the cost method of accounting. Additionally, as part of this overall funding, the Company acquired 8.2 million shares of SVU common stock for $33.6 million, which is recorded in Marketable securities on the Company’s Consolidated Balance Sheets. During 2012, the Albertsons joint venture distributed $50.3 million of which the Company received $6.9 million, which was recognized as income from cash received in excess of the Company’s investment, before income tax, and is included in Equity in income from other real estate investments, net on the Company’s Consolidated Statements of Income. 76 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, 2013, 2012 and 2011, was $0.9 million, $0.9 million and $0.8 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2013, 2012 and 2011, of $3.6 million, $3.9 million and $5.1 million, respectively, less related expenses of $2.7 million, $3.0 million and $4.3 million, respectively. 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): 2014, $3.9 and $2.4; 2015, $3.1 and $2.0; 2016, $2.7 and $1.7; 2017, $2.1 and $1.2; 2018, $1.5 and $0.7, and thereafter, $0.09 and $0.06, 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 $4.0 million. This equity investment is reported as a net investment in leveraged lease in accordance with the FASB’s lease guidance. As of December 31, 2013, 19 of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by $32.3 million and the remaining 11 properties were encumbered by third-party non-recourse debt of $17.9 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, 2013 and 2012, 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 ................................................................................... $ $ 2013 2012 15.9 $ 30.3 (16.1 ) (19.9 ) 10.2 $ 24.0 30.3 (19.0) (27.6) 7.7 9. Variable Interest Entities: Consolidated Ground-Up Development Projects Included within the Company’s ground-up development projects at December 31, 2013, are two entities that are VIEs, for which the Company is the primary beneficiary. These entities were established to develop real estate property to hold as long-term investments. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs 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 VIEs as a result of its controlling financial interest. At December 31, 2013, total assets of these ground-up development VIEs were $88.3 million and total liabilities were $0.1 million. The classification of these assets is primarily within Real estate under development in the Company’s Consolidated Balance Sheets and the classifications of liabilities are primarily within Accounts payable and accrued expenses on the Company’s Consolidated Balance Sheets. 77 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Substantially all of the projected development costs to be funded for these ground-up development VIEs, aggregating $33.7 million, will be funded with capital contributions from the Company and by the outside partners, when contractually obligated. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide. Unconsolidated Ground-Up Development Also included within the Company’s ground-up development projects at December 31, 2013, is an unconsolidated joint venture, which is a VIE for which the Company is not the primary beneficiary. This joint venture is primarily established to develop real estate property for long-term investment and was deemed a VIE 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 this entity 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 this VIE based on the fact that the Company has shared control of this entity along with the entity’s partner and therefore does not have a controlling financial interest. The Company’s investment in this VIE was $18.2 million as of December 31, 2013, 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 this VIE is estimated to be $19.6 million, which primarily represents the Company’s current investment and estimated future funding commitments of $1.4 million. The Company has not provided financial support to this 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 partner in accordance with their respective ownership percentages. Unconsolidated Redevelopment Investment Included in the Company’s joint venture investments at December 31, 2013, is one unconsolidated joint venture, which is a VIE for which the Company is not the primary beneficiary. This joint venture was primarily established to redevelop real estate property for long-term investment and was deemed a VIE 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 this entity was not sufficient to fully finance the real estate construction as redevelopment costs are funded by the partners throughout the construction period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partners and therefore does not have a controlling financial interest. As of December 31, 2013, the Company’s investment in this VIE was a negative $11.1 million, due to the fact that the Company had a remaining capital commitment obligation, which is included in Other liabilities in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $11.1 million, which is the remaining capital commitment obligation. The Company has not provided financial support to this VIE that it was not previously contractually required to provide. All future costs of redevelopment will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages. 10. 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, 2013, see Financial Statement Schedule IV included in this annual report on Form 10-K. 78 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The following table reconciles mortgage loans and other financing receivables from January 1, 2011 to December 31, 2013 (in thousands): 2013 2012 2011 70,704 $ 102,972 $ 108,493 Balance at January 1 .................................................................................................. $ Additions: ....................................................................................................................... New mortgage loans .......................................................................................... Additions under existing mortgage loans ................................................ Foreign currency translation ............................................................................ Amortization of loan discounts ..................................................................... Deductions: 8,527 7,810 - 653 Loan repayments/foreclosures ...................................................................... Charge off/foreign currency translation .................................................... Collections of principal ...................................................................................... Amortization of loan costs .............................................................................. Balance at December 31 ....................................................................................... $ (53,640) (1,260) (2,529) (22) 30,243 $ 29,496 895 1,181 247 (60,740) (430) (2,861) (56) 70,704 $ 14,297 - - 247 (15,803) (863) (3,345) (54) 102,972 The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2013, the Company had a total of 16 loans aggregating $30.2 million all of which were identified as performing loans. During 2013, the Company foreclosed on two non-performing loans, in separate transactions, for an aggregate $25.6 million. As such, the Company acquired 59.24 acres of undeveloped land located in Westbrook, Maine and 427 acres of undeveloped land located in Brantford, Ontario, which was the collateral under each of the respective loans. The carrying values of the mortgage receivables did not exceed the fair values of the underlying collateral upon foreclosure. 11. Marketable Securities: The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2013 and 2012, are as follows (in thousands): December 31, 2013 Gross Unrealized Gains Estimated Fair Value Amortized Cost Available-for-sale: Equity securities ..................................................................................................... $ 33,728 $ 25,995 $ 59,723 Held-to-maturity: Debt securities ....................................................................................................... Total marketable securities ................................................................................... $ 3,043 36,771 $ 59 26,054 $ 3,102 62,825 December 31, 2012 Gross Unrealized Gains Estimated Fair Value Amortized Cost Available-for-sale: Equity securities ..................................................................................................... $ 14,205 $ 19,223 $ 33,428 Held-to-maturity: Debt securities ....................................................................................................... Total marketable securities ................................................................................... $ 3,113 17,318 $ 284 19,507 $ 3,397 36,825 During 2013, 2012 and 2011, the Company received $26.4 million, $0.2 million and $188.0 million in proceeds from the sale/redemption of certain marketable securities, respectively. In connection with these transactions, during 2013, 2012 and 2011 the Company recognized (i) gross realizable gains of $12.1 million, $0.0 million and $0.8 million, respectively, (ii) foreign currency gains of $0.0 million, $0.0 million and $1.6 million, respectively, and (iii) gross realizable losses of $0.0 million, $0.0 million and $0.3 million, respectively. 79 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued As of December 31, 2013, the contractual maturities of debt securities classified as held-to-maturity are as follows: after one year through five years, $2.2 million; and after five years through 10 years, $0.8 million. Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties. 12. Notes Payable: As of December 31, 2013 and 2012 the Company’s Notes Payable consisted of the following (dollars in millions): Senior Unsecured Notes ..................... Medium Term Notes .............................. U.S. Term Loan (d) .................................. Canadian Notes Payable ....................... Credit Facility ............................................... Mexican Term Loan ............................... Balance at 12/31/13 $ $ 1,140.9 1,044.6 400.0 329.5 194.5 76.5 3,186.0 Balance at 12/31/12 Senior Unsecured Notes ..................... $ Medium Term Notes .............................. U.S. Term Loan .......................................... Canadian Notes Payable ....................... Credit Facility ............................................... Mexican Term Loan ................................. Other Notes Payable .............................. $ 965.9 1,144.6 400.0 352.4 249.9 76.9 2.4 3,192.1 Interest Rate Range (Low) 3.13% 4.30% (a) 3.86% (a) (c) Interest Rate Range (High) 6.88% 5.78% (a) 5.99% (a) (c) Maturity Date Range (Low) Jun-2014 Jun-2014 Apr-2014 Apr-2018 Oct-2015 Mar-2018 Maturity Date Range (High) Jun-2023 Feb-2018 Apr-2014 Aug-2020 Oct-2015 Mar-2018 Interest Rate Range (Low) 4.70% 4.30% (a) 5.18% (a) 8.58% (b) Interest Rate Range (High) 6.88% 5.78% (a) 5.99% (a) 8.58% (b) Maturity Date Range (Low) Jan-2013 Oct-2013 Apr-2014 Aug-2013 Oct-2015 Mar-2013 Jan-2013 Maturity Date Range (High) Oct-2019 Feb-2018 Apr-2014 Apr-2018 Oct-2015 Mar-2013 Sept-2013 (a) (b) (c) (d) Interest rate is equal to LIBOR + 1.05% (1.22% and 1.26% at December 31, 2013 and 2012, respectively). Interest rate is equal to LIBOR + 3.50% (5.50% at December 31, 2012). Interest rate is equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.15% at December 31, 2013). During January 2014, the Company exercised its one-year extension option to extend the maturity date to April 17, 2015. The weighted-average interest rate for all unsecured notes payable is 4.37% as of December 31, 2013. The scheduled maturities of all unsecured notes payable as of December 31, 2013, were as follows (in millions): 2014, $694.7; 2015, $544.5; 2016, $300.0; 2017, $290.9; 2018, $517.7 and thereafter, $838.2. Senior Unsecured Notes/Medium Term Notes – During September 2009, the Company entered into a fifth supplemental indenture, under the indenture governing its Medium Term Notes ("MTN") and Senior Notes, which included the financial covenants for future offerings under the indenture that were removed by the fourth supplemental indenture. In accordance with the terms of the Indenture, as amended, pursuant to which the Company's Senior Unsecured Notes, except for $300.0 million issued during April 2007 under the fourth supplemental indenture, 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. The Company had a MTN program pursuant to which it offered 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. Interest on the Company’s 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. 80 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued During May 2013, the Company issued $350.0 million of 10-year Senior Unsecured Notes at an interest rate of 3.125% payable semi-annually in arrears which are scheduled to mature in June 2023. Net proceeds from the issuance were $344.7 million, after related transaction costs of $0.5 million. The proceeds from this issuance were used for general corporate purposes including the partial reduction of borrowings under the Company’s revolving credit facility and the repayment of $75.0 million senior unsecured notes which matured in June 2013. During July 2013, a wholly-owned subsidiary of the Company issued $200.0 million Canadian denominated (“CAD”) Series 4 unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are scheduled to mature on August 4, 2020. Proceeds from the notes were used to repay the Company’s CAD $200.0 million 5.180% unsecured notes, which matured on August 16, 2013. During the years ended December 31, 2013 and 2012, the Company repaid the following notes (dollars in millions): Date Issued Amount Repaid Interest Rate Maturity Date Oct-03 Oct-06 Oct-06 Nov-02 July-02 $ $ $ $ $ 100.0 75.0 100.0 198.9 17.0 5.19% 4.70% 6.125% 6.00% 5.98% Oct-13 Jun-13 Jan-13 Nov-12 July-12 Date Paid Oct-13 Jun-13 Jan-13 Nov-12 July-12 Type MTN Senior Note Senior Note Senior Note MTN Credit Facility – The Company has a $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in October 2015 and has a one-year extension option. This credit facility, provides 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 Credit Facility accrues at LIBOR plus 1.05% and fluctuates in accordance with changes in the Company’s senior debt ratings and has a facility fee of 0.20% per annum. As part of this Credit Facility, the Company has a competitive bid option whereby the Company could auction up to $875.0 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. In addition, as part of the Credit Facility, the Company has a $500.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the 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, 2013, the Credit Facility had a balance of $194.5 million outstanding and $3.3 million appropriated for letters of credit. U.S. Term Loan - The Company has a $400.0 million unsecured term loan with a consortium of banks, which accrues interest at LIBOR plus 105 basis points. The term loan is scheduled to mature in April 2014, with three additional one-year options to extend the maturity date, at the Company’s discretion, to April 17, 2017. Proceeds from this term loan were used for general corporate purposes including the repayment of maturing debt amounts. Pursuant to the terms of the Credit Agreement, the Company, among other things is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. During January 2014, the Company exercised the first of its one-year extension options to extend the maturity date to April 17, 2015. Mexican Term Loan - During March 2013, the Company entered into a new five year 1.0 billion Mexican peso term loan which is scheduled to mature in March 2018. This term loan bears interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.15% as of December 31, 2013). The Company has the option to swap this rate to a fixed rate at any time during the term of the loan. The Company used these proceeds to repay its 1.0 billion MXN term loan, which matured in March 2013 and bore interest at a fixed rate of 8.58%. As of December 31, 2013, the outstanding balance on this new term loan was MXN 1.0 billion (USD $76.5 million). 81 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 13. Mortgages Payable: During 2013, the Company (i) assumed $284.9 million of individual non-recourse mortgage debt relating to the acquisition of nine operating properties, including an increase of $5.8 million associated with fair value debt adjustments, (ii) paid off $256.3 million of mortgage debt that encumbered 14 properties and (iii) obtained $36.0 million of individual non-recourse debt relating to three operating properties. During 2012, the Company (i) assumed $185.3 million of individual non-recourse mortgage debt relating to the acquisition of seven operating properties, including an increase of $6.1 million associated with fair value debt adjustments, (ii) paid off $284.8 million of mortgage debt that encumbered 19 properties and (iii) assigned five mortgages aggregating $17.1 million in connection with property dispositions. 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 LIBOR (0.14% as of December 31, 2013) to 9.75% (weighted-average interest rate of 5.88% as of December 31, 2013). The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable, excluding unamortized fair value debt adjustments of $10.7 million, as of December 31, 2013, were as follows (in millions): 2014, $143.5; 2015, $176.2; 2016, $291.2; 2017, $178.0; 2018, $54.9 and thereafter, $180.9. 14. Noncontrolling Interests: Noncontrolling 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 VIE in accordance with the provisions of the FASB’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. Units that are determined to be mandatorily redeemable are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income. The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired partially through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value adjustment of $15.1 million (collectively, the "Units"). The Company is restricted from disposing of these assets, other than through a tax free transaction until November 2015. The Units and related annual cash distribution rates consisted of the following: Type Number of Units Issued Preferred A Units (1) ......................................................................... Class A Preferred Units (1) ............................................................ Class B-1 Preferred Units (2) ........................................................ Class B-2 Preferred Units (1) ........................................................ Class C DownReit Units (2) .......................................................... 81,800,000 $ 2,000 $ 2,627 $ 5,673 $ 640,001 $ Par Value Per Unit 1.00 Return Per Annum 7.0% 10,000 LIBOR plus 2.0% 10,000 10,000 30.52 7.0% 7.0% Equal to the Company’s common stock dividend (1) These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets. (2) These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock, based upon the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. 82 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The following Units have been redeemed for cash as of December 31, 2013: Units Type Preferred A Units .................................................................................................................... Class A Preferred Units ......................................................................................................... Class B-1 Preferred Units ...................................................................................................... Class B-2 Preferred Units ...................................................................................................... Class C DownReit Units ....................................................................................................... Redeemed 2,200,000 $ 2,000 $ 2,438 $ 5,576 $ 61,804 $ Par Value Redeemed (in millions) 2.2 20.0 24.4 55.8 1.9 Noncontrolling interest relating to the remaining units was $111.4 million and $110.8 million as of December 31, 2013 and 2012, respectively. The Company owns two shopping center properties located in Bay Shore, NY and Centereach, NY. Included in Noncontrolling interests was $41.6 million, including a discount of $0.3 million and a fair market value adjustment of $3.8 million, in redeemable units, issued by the Company in connection with the acquisition of these properties. These units and related annual cash distribution rates consist of the following: Type Class A Units (1) .......................................... Class B Units (2) ........................................... Number of Units Issued Par Value Per Unit 13,963 $ $ 647,758 1,000 37.24 Return Per Annum 5.0% Equal to the Company’s common stock dividend (1) These units are redeemable for cash by the holder or callable by the Company any time after April 3, 2016 and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets. (2) These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a ratio of 1:1 and are callable by the Company any time after April 3, 2026. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. During 2012, all 13,963 Class A Units were redeemed by the holder in cash. Additionally, 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. As of December 31, 2013 and 2012, noncontrolling interest relating to the units was $26.4 million. Noncontrolling interests also includes 138,015 convertible units issued during 2006, by the Company, which were valued at $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. The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years ended December 31, 2013 and 2012 (in thousands): Balance at January 1, ................................................................................................................ Issuance of redeemable units (1) ................................................................................ Unit redemptions ................................................................................................................ Fair market value adjustment, net .............................................................................. Other ......................................................................................................................................... Balance at December 31, ...................................................................................................... $ $ 2013 2012 81,076 $ 5,223 - (225) 79 86,153 $ 95,074 - (13,998) - - 81,076 (1) During the year ended December 31, 2013, the Company issued 5,223 units at $5.2 million of redeemable units, which are redeemable at the option of the holder after one year and earn a yield of 6% per annum. 83 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 disclosed. 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. As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance 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). The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in thousands): December 31, 2013 2012 Carrying Amounts Estimated Fair Value Carrying Amounts Estimated Fair Value Marketable Securities (1) .................................................................. Notes Payable (2) ................................................................................ Mortgages Payable (3) ....................................................................... 62,766 $ $ 36,825 $ 3,186,047 $ 3,333,614 $ 3,192,127 $ 3,408,632 $ 1,035,354 $ 1,083,801 $ 1,003,190 $ 1,068,616 36,541 $ 62,824 $ (1) As of December 31, 2013, $59.7 million of these assets’ estimated fair value were classified within Level 1 of the fair value hierarchy and the remaining $3.1 million were classified within Level 3 of the fair value hierarchy. (2) The Company determined that its valuation of these Notes payable was classified within Level 2 of the fair value hierarchy. (3) The Company determined that its valuation of these liabilities was classified within Level 3 of the fair value hierarchy. The Company has available for sale securities that must be measured under the FASB’s Fair Value Measurements and Disclosures guidance. 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. 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 from time to time has used 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 interest rate swap valuations are classified within Level 2 of the fair value hierarchy. The Company did not have any interest rate swaps as of December 31, 2013. The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012, aggregated by the level in the fair value hierarchy within which those measurements fall. Assets measured at fair value on a recurring basis at December 31, 2013 and 2012 (in thousands): Balance at December 31, 2013 Level 1 Level 2 Level 3 Marketable equity securities ......................................................................... $ 59,723 $ 59,723 $ - $ - 84 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Balance at December 31, 2012 Level 1 Level 2 Level 3 Marketable equity securities ............................................................... $ 33,428 $ 33,428 $ - $ - Assets measured at fair value on a non-recurring basis at December 31, 2013 and 2012 are as follows (in thousands): Balance at December 31, 2013 Level 1 Level 2 Level 3 Real estate .................................................................................................... Joint venture investments .................................................................... Other real estate investments ........................................................... Cost method investment ..................................................................... $ $ $ $ 217,529 $ 59,693 $ 2,050 $ 4,670 $ - $ - $ - $ - $ - $ - $ - $ - $ 217,529 59,693 2,050 4,670 Balance at December 31, 2012 Level 1 Level 2 Level 3 Real estate ................................................................................................... $ 52,505 $ - $ - $ 52,505 During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million, of which $98.8 million, before income taxes, is included in discontinued operations. These impairment charges consist of (i) $175.6 million related to adjustments to property carrying values, (ii) $10.4 million related to a cost method investment, (iii) $1.0 million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity investment. During the year ended December 31, 2012, the Company recognized impairment charges related to adjustments to property carrying values of $59.6 million, of which $49.3 million, before income taxes and noncontrolling interests, is included in discontinued operations. The Company’s estimated fair values for the year ended December 31, 2013, were primarily based upon (i) estimated sales prices from third party offers based on signed contracts relating to property carrying values and joint venture investments and (ii) a discounted cash flow model relating to the Company’s cost method investment. The Company does not have access to the unobservable inputs used by the third parties to determine these estimated fair values. The discounted cash flows model includes all estimated cash inflows and outflows over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and expectations for growth. The capitalization rate of 6.0% and discount rate of 9.5% which were utilized in this model were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective investments. The Company’s estimated fair values for the year ended December 31, 2012, relating to the real estate assets measured on a non-recurring basis, which were non-retail assets, were based upon estimated sales prices from third party offers and comparable sales values ranging from $1.1 million to $42.0 million. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values (see footnote 6 for additional discussion related to these assets). Based on these inputs the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy. The property carrying value impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions. 85 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 16. Preferred Stock, Common Stock and Convertible Unit Transactions – Preferred Stock – The Company’s outstanding Preferred Stock is detailed below (in thousands, except share information and par values): As of December 31, 2013 and 2012 Series of Preferred Stock Series H ................... Series I ...................... Series J ...................... Series K .................... Shares Authorized Shares Issued and Outstanding Liquidation Preference 70,000 18,400 9,000 8,050 105,450 70,000 $ 16,000 9,000 7,000 102,000 $ 175,000 400,000 225,000 175,000 975,000 Dividend Rate 6.90% 6.00% 5.50% 5.625% Annual Dividend per Depositary Share $ $ $ $ 1.72500 1.50000 1.37500 1.40625 $ $ $ $ Par Value 1.00 1.00 1.00 1.00 Series of Preferred Stock Date Issued Depositary Shares Issued Fractional Interest per Share Net Proceeds, After Expenses (in millions) Offering/ Redemption Price Optional Redemption Date Series H(1) ............. 8/30/2010 Series I (2) .............. 3/20/2012 Series J (3) .............. 7/25/2012 Series K (4) ............ 12/7/2012 (1) The net proceeds received from this offering were used to repay $150.0 million in mortgages payable and for general 7,000,000 16,000,000 9,000,000 7,000,000 8/30/2015 3/20/2017 7/25/2017 12/7/2017 1/100 $ 1/1000 $ 1/1000 $ 1/1000 $ 25.00 25.00 25.00 25.00 169.2 387.2 217.8 169.1 $ $ $ $ corporate purposes. (2) The net proceeds received from this offering were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility and the redemption of shares of the Company’s preferred stock. (3) The net proceeds received from this offering were used for the redemption of all the outstanding depositary shares representing the Company’s Class F preferred stock, which redemption occurred on August 15, 2012, as discussed below, with the remaining proceeds used towards the redemption of outstanding depositary shares representing the Company’s Class G preferred stock, which redemption occurred on October 10, 2012, as discussed below, and general corporate purposes. (4) The net proceeds received from this offering were used for general corporate purposes, including funding towards the repayment of maturing Senior Unsecured Notes. The following Preferred Stock series were redeemed during the year ended December 31, 2012: Series of Preferred Stock Date Issued Series F (1) ................ Series G (2) .............. 10/10/2007 6/5/2003 Depositary Shares Issued 7,000,000 $ 18,400,000 $ Redemption Amount (in millions) 175.0 $ 460.0 $ Offering/ Redemption Price Optional Redemption Date 25.00 6/5/2008 25.00 10/10/2012 Actual Redemption Date 8/15/2012 10/10/2012 (1) In connection with this redemption the Company recorded a non-cash charge of $6.2 million resulting from the difference between the redemption amount and the carrying amount of the Class F Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $6.2 million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per share for the year ended December 31, 2012. (2) In connection with this redemption the Company recorded a non-cash charge of $15.5 million resulting from the difference between the redemption amount and the carrying amount of the Class G Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $15.5 million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per share for the year ended December 31, 2012. 86 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company’s Preferred Stock Depositary Shares for all series are not convertible or exchangeable for any other property or securities of the Company. Voting Rights - The Class H Preferred Stock, Class I Preferred Stock, Class J Preferred Stock and Class K Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below. As to any matter on which the Class H Preferred Stock may vote, including any actions by written consent, each share of the Class H 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 H 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 H Preferred Stock). As a result, each Class H Depositary Share is entitled to one vote. As to any matter on which the Class I, J, or K Preferred Stock may vote, including any actions by written consent, each share of the Class I, J or K Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class I, J or K Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class I, J or K Preferred Stock). As a result, each Class I, J or K 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, 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 $2,500.00 Class H Preferred Stock per share, $25,000.00 Class I Preferred Stock per share, $25,000.00 Class J Preferred Stock per share and $25,000.00 Class K Preferred Stock per share ($25.00 per each Class H, Class I, Class J and Class K 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. Common Stock – The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares in connection with the exercise of stock options or the issuance of restricted stock awards. These share repurchases may occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The Company did not repurchase any shares during the year ended December 31, 2013. During the year ended December 31, 2012, the Company repurchased 1,635,823 shares of the Company’s common stock for $30.9 million, of which $22.6 million was provided to the Company from stock options exercised. Convertible Units – The Company has various types of convertible units that were issued in connection with the purchase of operating properties (see footnote 14). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2013, is $33.2 million. The Company has the option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle in Common Stock, the unit holders would receive 1.6 million shares of Common Stock. 87 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 17. 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, 2013, 2012 and 2011 (in thousands): Acquisition of real estate interests by assumption of mortgage debt ................................................................................................................ $ Acquisition of real estate interests through foreclosure ................................. $ Acquisition of real estate interests by issuance of 2013 2012 2011 76,477 24,322 $ $ 179,198 $ 117,912 - - $ redeemable units .......................................................................................................... $ 3,985 $ Acquisition of real estate interests through proceeds held in escrow ................................................................................................................ $ 42,892 $ - $ - $ Disposition of real estate interest by assignment of mortgage debt ................................................................................................................ $ - $ 17,083 $ - - - Disposition of real estate through the issuance of unsecured obligation ................................................................................................... $ Issuance of common stock .............................................................................................. $ Surrender of common stock .......................................................................................... $ Declaration of dividends paid in succeeding period.......................................... $ 104,496 Consolidation of Joint Ventures: .................................................................................. Increase in real estate and other assets .............................................................. Increase in mortgage payable ................................................................................... $ 228,200 $ 206,489 $ 3,513 $ 9,213 (3,891) $ $ 13,475 $ 18,115 $ (2,073) $ 96,518 $ 14,297 4,941 (596) 92,159 $ $ - $ - $ - - 18. 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. Reference is made to Footnotes 3, 4, 7 and 19 for additional information regarding transactions with related parties. Ripco Real Estate Corp. (“Ripco”) 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, Executive Chairman of the Board of Directors of the Company. During 2013, 2012 and 2011, the Company paid brokerage commissions of $0.6 million, $0.8 million and $0.5 million, 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 held joint venture investments with Ripco in which the Company and Ripco each held 50% noncontrolling interests. The Company accounted for its investment in these joint ventures under the equity method of accounting. During 2013, the one remaining joint venture investment with Ripco sold its only operating property for a sales price of $3.5 million, which was encumbered by a $2.8 million loan, which was guaranteed by the Company. As a result of this transaction the loan was fully repaid and the Company was relieved of the corresponding debt guarantee on the loan. As such, as of December 31, 2013 the Company no longer held any joint venture investments with Ripco. 19. Commitments and Contingencies: Operations - The Company and its subsidiaries are primarily engaged in the operation of shopping centers that are either owned or held under long-term leases that 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 97% of total revenues from rental property for each of the three years ended December 31, 2013, 2012 and 2011. 88 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 as follows (in millions): 2014, $704.8; 2015, $649.6; 2016, $570.2; 2017, $483.0; 2018, $390.5 and thereafter; $1,913.9. Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. The difference between the amount of rental income contracted through leases and rental income recognized on a straight-line basis before allowances for the years ended December 31, 2013, 2012 and 2011 was $4.8 million, $6.2 million and $8.1 million, respectively. Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Company’s shopping center portfolio for future years are as follows (in millions): 2014, $12.3; 2015, $11.3; 2016, $10.4; 2017, $9.9; 2018, $8.8 and thereafter, $164.4. Captive Insurance - 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. Guarantees – On a select basis, the Company had provided guarantees on interest bearing debt held within real estate joint. The Company is often provided with a back-stop guarantee from its partners. The Company had the following outstanding guarantees as of December 31, 2013 (amounts in millions): Name of Joint Venture Amount of Guarantee Maturity, with Interest rate extensions Terms Type of debt InTown Suites LIBOR plus 1.15% 2015 (1) Management, Inc. ................ $ 139.7 Unsecured credit facility Victoriaville ....................................... $ 2.3 3.92% 2020 Jointly and severally with partner Promissory note (1)During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company continues to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31, 2013). The guarantee is collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing directly from the Company to the buyer. The Company evaluated these guarantees in connection with the provisions of the FASB’s Guarantees guidance and determined that the impact did not have a material effect on the Company’s financial position or results of operations. Letters of Credit - The Company has issued letters of credit in connection with the completion and repayment guarantees for loans encumbering certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At December 31, 2013, these letters of credit aggregated $31.9 million. 89 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Other - In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2013, there were $21.1 million in performance and surety bonds outstanding. On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the Foreign Corrupt Practices Act. The Company is cooperating fully with the SEC in this matter. The Company has also been notified that the U.S. Department of Justice (“DOJ”) is conducting a parallel investigation, and the Company expects that it will cooperate with the DOJ investigation. At this point, we are unable to predict the duration, scope or result of the SEC or DOJ investigation. The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. 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 as of December 31, 2013. 20. Incentive Plans: The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share based payments to employees, including grants of employee stock options, restricted stock and performance shares, be recognized in the Statement of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method for performance shares, both of which are intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is calculated based on the price on the date of grant. 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 effect 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 plus an implied volatility measure. The expected term is determined using the simplified method due to the lack of exercise and cancelation history for the current vesting terms. The more significant assumptions underlying the determination of fair values for options granted during 2013, 2012 and 2011 were as follows: Year Ended December 31, 2012 2011 2013 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 ..................................... $ 5.04 1.46% 6.25 35.95% 3.85% 4.52 $ 1.04% 6.25 37.53% 3.94% 4.39 2.02% 6.25 36.82% 3.98% Information with respect to stock options under the Plan for the years ended December 31, 2013, 2012, and 2011 are as follows: Options outstanding, January 1, 2011 ................................................. Exercised ........................................................................................................ Granted .......................................................................................................... Expired ............................................................................................................ Forfeited ......................................................................................................... Options outstanding, December 31, 2011 ...................................... Exercised ........................................................................................................ Granted .......................................................................................................... Forfeited ......................................................................................................... Shares 17,115,789 (444,368) 1,888,017 (655,748) (793,098) 17,110,592 (1,495,432) 1,522,450 (579,613) $ $ $ $ $ $ $ $ $ 90 Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (in millions) 18.0 8.0 $ $ 28.32 14.71 18.77 16.40 23.74 28.14 19.84 18.78 28.73 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Options outstanding, December 31, 2012 ...................................... Exercised ........................................................................................................ Granted .......................................................................................................... Forfeited ......................................................................................................... Options outstanding, December 31, 2013 ...................................... Options exercisable (fully vested)- December 31, 2011 ........................................................................... December 31, 2012 ........................................................................... December 31, 2013 ........................................................................... Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (in millions) 28.42 23.15 21.55 31.38 28.79 30.77 31.57 31.24 $ $ $ $ $ 14.9 13.1 3.9 7.7 8.2 Shares 16,557,997 (1,636,300) 1,354,250 (901,802) 15,374,145 12,459,598 12,830,255 12,039,439 $ $ $ $ $ $ $ $ The exercise prices for options outstanding as of December 31, 2013, range from $11.54 to $53.14 per share. The Company estimates forfeitures based on historical data. The weighted-average remaining contractual life for options outstanding as of December 31, 2013, was 4.4 years. The weighted-average remaining contractual term of options currently exercisable as of December 31, 2013, was 5.6 years. Options to purchase 8,049,534, 8,871,495 and 5,776,270, shares of the Company’s common stock were available for issuance under the Plan at December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, the Company had 3,334,706 options expected to vest, with a weighted-average exercise price per share of $19.50 and an aggregate intrinsic value of $1.9 million. Cash received from options exercised under the Plan was $30.2 million, $22.6 million and $6.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. The total intrinsic value of options exercised during 2013, 2012 and 2011, was $7.6 million, $7.0 million, and $1.5 million, respectively. As of December 31, 2013, 2012 and 2011, the Company had restricted shares outstanding of 1,591,082, 1,562,912 and 832,726, respectively. The Company recognized expense associated with its equity awards of $18.9 million, $17.9 million and $16.9 million, for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, the Company had $28.6 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to be recognized over a weighted average period of 3.5 years. The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares in connection with the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open market purchases, privately negotiated transactions or otherwise, subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The Company did not repurchase shares during 2013. During 2012, the Company repurchased 1.6 million shares of the Company’s common stock for $30.9 million, of which $22.6 million was provided to the Company from options exercised. During 2011, the Company repurchased 333,998 shares of the Company’s common stock for $6.0 million, of which $4.9 million was provided to the Company from options exercised. 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 $250,000), is fully vested and funded as of December 31, 2013. The Company’s contributions to the plan were $2.1 million, $2.1 million, and $1.9 million for the years ended December 31, 2013, 2012 and 2011, respectively. The Company recognized severance costs associated with employee terminations during the years ended December 31, 2013, 2012 and 2011 of $4.3 million, $5.8 million and $1.7 million, respectively. The 2012 expense includes $2.5 million of severance costs related to the departure of an executive officer during January 2012. 91 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 21. 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 several organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. Management intends 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. If the Company failed to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be permitted to elect REIT status 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. The Company is also subject to local taxes on certain Non- U.S. investments. 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, 2013, 2012 and 2011 (in thousands): 2013 (Estimated) 2012 (Actual) 2011 (Actual) GAAP net income attributable to the Company ........................... $ 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................ Book/tax differences from non-qualified stock options............... Book/tax differences from investments in real estate joint ventures ......................................................................................................... Book/tax difference on sale of property .............................................. Foreign income tax from Mexico capital gains ................................. Book adjustment to property carrying values and marketable equity securities ......................................................................................... Taxable currency exchange (loss)/gain, net................................... Book/tax differences on capitalized costs ....................................... Dividends from taxable REIT subsidiaries ...................................... Other book/tax differences, net .......................................................... Adjusted REIT taxable income ............................................................. $ 236,281 $ (5,950) 230,331 31,678 (11,731) (255) 42,724 (48,296) (42,641) 87,218 (27,155) 4,616 698 (4,544) 262,643 $ 266,073 $ (5,249) 260,824 37,492 (16,050) 1,774 44,886 (77,853) - 2,656 (2,620) (7,205) 2,304 (3,416) 242,792 $ 169,051 (19,572) 149,479 30,603 (16,463) 9,879 52,564 1,811 - 8,721 6,502 3,228 15,969 1,016 263,309 Certain amounts in the prior periods have been reclassified to conform to the current year presentation, in the table above. (a) All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interest and taxable REIT subsidiaries. Cash Dividends Paid and Dividends Paid Deductions (in thousands): For the years ended December 31, 2013, 2012 and 2011 cash dividends paid exceeded the dividends paid deduction and amounted to $400,354, $382,722, and $353,764, respectively. 92 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Characterization of Distributions: The following characterizes distributions paid for the years ended December 31, 2013, 2012 and 2011, (in thousands): 2013 2012 2011 Preferred F Dividends Ordinary income ........................................... $ Capital gain ....................................................... $ Preferred G Dividends Ordinary income ........................................... $ Capital gain ....................................................... $ Preferred H Dividends Ordinary income ........................................... $ Capital gain ....................................................... $ Preferred I Dividends Ordinary income ........................................... $ Capital gain ....................................................... $ Preferred J Dividends Ordinary income ........................................... $ Capital gain ....................................................... $ Preferred K Dividends Ordinary income ........................................... $ Capital gain ....................................................... $ - - - - - - 8,694 3,381 12,075 17,280 6,720 24,000 8,910 3,465 12,375 6,064 2,358 8,422 Common Dividends Ordinary income ........................................... $ 158,001 Capital Gain ..................................................... 61,827 123,654 Return of capital ............................................ $ 343,482 Total dividends distributed ...................... $ 400,354 Taxable REIT Subsidiaries (“TRS”) and Taxable Entities: -% -% -% -% -% -% 72% 28% 100% 72% 28% 100% 72% 28% 100% 72% 28% 100% 46% 18% 36% 100% $ $ $ $ $ $ $ $ $ $ $ $ 9,116 582 9,698 33,046 2,109 35,155 11,351 725 12,076 12,847 820 13,667 2,585 165 2,750 94% $ 6% 100% $ 94% $ 6% 100% $ 94% $ 6% 100% $ 94% $ 6% 100% $ 94% $ 6% 100% $ - - - -% $ -% -% $ 11,638 - 11,638 35,650 - 35,650 13,584 - 13,584 - - - - - - - - - 100% -% 100% 100% -% 100% 100% -% 100% -% -% -% -% -% -% -% -% -% $ 222,751 15,469 71,156 $ 309,376 $ 382,722 $ 208,832 72% - 5% 23% 84,060 100% $ 292,892 $ 353,764 71% -% 29% 100% The Company is subject to federal, state and local income taxes on income reported through its TRS activities, which include wholly owned subsidiaries of the Company. The Company’s TRS consists of Kimco Realty Services ("KRS"), which due to a merger on April 1, 2013 includes FNC Realty Corporation (“FNC”), and the consolidated entity, Blue Ridge Real Estate Company/Big Boulder Corporation. On April 2, 2013, the Company contributed its interest in FNC to KRS and KRS acquired all of the outstanding stock of FNC in a reverse cash merger. The Company is also subject to local non-U.S. taxes on certain investments located outside the U.S. Dividends paid to the Company from its subsidiaries and joint ventures in Canada, Mexico and Brazil are generally not subject to withholding taxes under the applicable tax treaty with the United States. Chile and Peru impose a 10% and 4.1% withholding tax, respectively, on dividend distributions. Although Brazil levies a 0.38% transaction tax on return of capital distributions, the Company as of December 31, 2013 no longer owns assets located in Brazil. During 2013, less than $0.1 million of withholding and transaction taxes were withheld from distributions related to foreign activities. Income taxes have been provided for on the asset and liability method as required by the FASB’s Income Tax guidance. 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 taxable assets and liabilities. 93 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company’s pre-tax book income/(loss) and (provision)/benefit 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, 2013, 2012, and 2011, are summarized as follows (in thousands): Income/(loss) before income taxes – U.S. .............................................. $ (Provision)/benefit for income taxes, net: ............................................... Federal : Current .......................................................................................................... Deferred ....................................................................................................... Federal tax (provision)/benefit ................................................................... State and local: Current .......................................................................................................... Deferred ....................................................................................................... State tax (provision)/benefit ........................................................................ Total tax (provision)/benefit – U.S. ............................................................. Net income from U.S. taxable REIT subsidiaries................................. $ Income before taxes – Non-U.S. ................................................................. $ (Provision)/benefit for Non-U.S. income taxes: Current .......................................................................................................... $ Deferred ....................................................................................................... Non-U.S. tax provision ..................................................................................... $ 2013 2012 2011 (4,849) $ 8,390 $ 36,077 (1,647) 9,725 8,078 1,159 1,562 2,721 10,799 5,950 $ 188,215 $ (30,102) $ 2,045 (28,057) $ (503) (535) (1,038) (1,543) (560) (2,103) (3,141) 5,249 $ 33,842 $ 5,790 $ 1,239 7,029 $ (2,463) (10,635) (13,098) (1,343) (2,064) (3,407) (16,505) 19,572 63,154 (4,484) 2,784 (1,700) The Company’s deferred tax assets and liabilities at December 31, 2013 and 2012, were as follows (in thousands): Deferred tax assets: Tax/GAAP basis differences ............................................................................................... $ Net operating losses ............................................................................................................... Related party deferred losses ............................................................................................ Tax credit carryforwards ...................................................................................................... Capital loss carryforwards .................................................................................................... Charitable contribution carryforwards.......................................................................... Non-U.S. tax/GAAP basis differences........................................................................... Valuation allowance – U.S. .................................................................................................. Valuation allowance – Non-U.S. ...................................................................................... Total deferred tax assets ........................................................................................................... Deferred tax liabilities – U.S. ................................................................................................... Deferred tax liabilities – Non-U.S. ....................................................................................... Net deferred tax assets ............................................................................................................. $ 2013 2012 50,133 $ 72,716 6,214 3,773 3,867 - 50,920 (25,045) (38,667) 123,911 (21,302) (11,367) 91,242 $ 68,623 43,483 6,214 3,815 647 3 62,548 (33,783) (38,129) 113,421 (9,933) (13,263) 90,225 As of December 31, 2013, the Company had net deferred tax assets of $91.2 million comprised of (i) $28.8 million relating to the difference between the basis of accounting for federal and state income tax reporting and GAAP reporting for real estate assets, joint ventures, and other investments, net of $21.3 million of deferred tax liabilities, (ii) $30.1 million and $17.5 million for the tax effect of net operating loss carryovers within KRS and FNC, respectively, net of a valuation allowance within FNC of $25.0 million, (iii) $6.2 million for losses deferred for federal and state income tax purposes for transactions with related parties, (iv) $3.8 million for tax credit carryovers, (v) $3.9 million for capital loss carryovers, and (vi) $0.9 million of deferred tax assets related to its investments in Canada and Latin America, net of a valuation allowance of $38.7 million and deferred tax liabilities of $11.4 million. General business tax credit carryovers of $2.5 million within KRS expire during taxable years from 2027 through 2032, and alternative minimum tax credit carryovers of $1.3 million do not expire. The major differences between GAAP basis of accounting and the basis of accounting used for federal and state income tax reporting consist of impairment charges recorded for GAAP, but not recognized for tax purposes, depreciation and amortization, rental revenue recognized on the straight line method for GAAP, reserves for doubtful accounts, and the period in which certain gains were recognized for tax purposes, but not yet recognized under GAAP. The Company had foreign net deferred tax assets of $0.9 million, related to its operations in Canada and Latin America, which consists primarily of differences between the GAAP book basis and the basis of accounting applicable to the jurisdictions in which the Company is subject to tax. 94 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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, 2013 and 2012. Operating losses and the valuation allowance are related primarily to the Company’s consolidation of its taxable REIT subsidiaries for accounting and reporting purposes. For the year ended December 31, 2013, KRS produced $72.6 million of net operating loss carryovers, which expire from 2030 to 2033. For the year ended December 31, 2012, KRS produced $9.5 million of taxable income and utilized $9.5 million of its $22.1 million net operating loss carryovers. At December 31, 2013 and 2012, FNC had $106.3 million and $101.3 million, respectively, of net operating loss carryovers that expire from 2021 through 2023. During 2013, the Company determined that a reduction of $8.7 million of the valuation allowance against FNC’s deferred tax assets was deemed appropriate based on expected future taxable income. The Company maintained a valuation allowance of $25.0 million within FNC to reduce the deferred tax asset of $42.5 million related to net operating loss carryovers to the amount the Company determined is more likely than not realizable. The Company analyzed projected taxable income and the expected utilization of FNC’s remaining net operating loss carryovers and determined a partial valuation allowance was appropriate. The Company’s investments in Latin America are made through individual entities which are subject to local taxes. The Company assesses each entity to determine if deferred tax assets are more likely than not realizable. This assessment primarily includes an analysis of cumulative earnings and the determination of future earnings to the extent necessary to fully realize the individual deferred tax asset. Based on this analysis the Company has determined that a full valuation allowance is required for entities which have a three-year cumulative book loss and for which future earnings are not readily determinable. In addition, the Company has determined that no valuation allowance is needed for entities that have three-years of cumulative book income and future earnings are anticipated to be sufficient to more likely than not realize their deferred tax assets. At December 31, 2013, the Company had total deferred tax assets of $43.7 million relating to its Latin American investments with an aggregate valuation allowance of $38.7 million. The Company’s deferred tax assets in Canada result principally from depreciation deducted under GAAP that exceed capital cost allowances claimed under Canadian tax rules. The deferred tax asset will naturally reverse upon disposition as tax basis will be greater than the basis of the assets under generally accepted accounting principles. As of December 31, 2013, the Company determined that no valuation allowance was needed against a $71.7 million net deferred tax asset within KRS. The Company based its determination on an analysis of both positive evidence and negative evidence using its judgment as to the relative weight of each. The Company believes, when evaluating KRS’s deferred tax assets, special consideration should be given to the unique relationship between the Company as a REIT and KRS as a taxable REIT subsidiary. This relationship exists primarily to protect the REIT’s qualification under the Code by permitting, within certain limits, the REIT to engage in certain business activities in which the REIT cannot directly participate. As such, the REIT controls which and when investments are held in, or distributed or sold from, KRS. This relationship distinguishes a REIT and taxable REIT subsidiary from an enterprise that operates as a single, consolidated corporate taxpayer. The Company will continue through this structure to operate certain business activities in KRS. The Company’s analysis of KRS’s ability to utilize its deferred tax assets includes an estimate of future projected income. To determine future projected income, the Company scheduled KRS’s pre-tax book income and taxable income over a twenty year period taking into account its continuing operations (“Core Earnings”). Core Earnings consist of estimated net operating income for properties currently in service and generating rental income. Major lease turnover is not expected in these properties as these properties were generally constructed and leased within the past six years. The Company also included known future events in its projected income forecast. In addition, the Company can employ additional strategies to realize KRS’s deferred tax assets including transferring its property management business or selling certain built-in gain assets. The Company’s projection of KRS’s future taxable income over twenty years, utilizing the assumptions above with respect to Core Earnings, net of related expenses, generates sufficient taxable income to absorb a reversal of the Company's deductible temporary differences, including net operating loss carryovers. Based on this analysis, the Company concluded it is more likely than not that KRS’s net deferred tax asset of $71.7 million (excluding net deferred tax assets of FNC discussed above) will be realized and therefore, no valuation allowance is needed at December 31, 2013. If future income projections do not occur as forecasted or the Company incurs additional impairment losses in excess of the amount Core Earnings can absorb, the Company will reconsider the need for a valuation allowance. 95 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 (benefit)/provision at statutory tax rate (35%)................ $ State and local (benefit)/provision, net of federal benefit........... Acquisition of FNC .......................................................................................... Other ....................................................................................................................... Total tax (benefit)/provision – U.S. .................................................... $ (1,697) $ (205) (9,126) 229 (10,799) $ 2,936 $ 230 - (25 ) 3,141 $ 12,627 1,683 - 2,195 16,505 2013 2012 2011 Uncertain Tax Positions: The Company is subject to income tax in certain jurisdictions outside the U.S., principally Canada and Mexico. The statute of limitations on assessment of tax varies from three to seven years depending on the jurisdiction and tax issue. Tax returns filed in each jurisdiction are subject to examination by local tax authorities. The Company is currently under audit by the Canadian Revenue Agency, Mexican Tax Authority and the U.S. Internal Revenue Service (“IRS”). In October 2011, the IRS issued a notice of proposed adjustment, which proposes pursuant to Section 482 of the Code, to disallow a capital loss claimed by KRS on the disposition of common shares of Valad Property Ltd., an Australian publicly listed company. Because the adjustment is being made pursuant to Section 482 of the Code, the IRS may assert a 100 percent “penalty” tax pursuant to Section 857(b)(7) of the Code in lieu of disallowing the capital loss deduction. The notice of proposed adjustment indicates the IRS’ intention to impose the 100 percent “penalty” tax on the Company in the amount of $40.9 million and disallowing the capital loss claimed by KRS. The Company strongly disagrees with the IRS’ position on the application of Section 482 of the Code to the disposition of the shares, the imposition of the 100 percent “penalty” tax and the simultaneous assertion of the penalty tax and disallowance of the capital loss deduction. The Company received a Notice of Proposed Assessment and filed a written protest and requested an IRS Appeals Office conference, which has yet to be scheduled. The Company intends to vigorously defend its position in this matter and believes it will prevail. Resolutions of these audits are not expected to have a material effect on the Company’s financial statements. As was discussed in Footnote 1 regarding new accounting pronouncements, the Company early adopted ASU 2013-11 prospectively and reclassified a portion of its reserve for uncertain tax positions. The reserve for uncertain tax positions included amounts related to the Company’s Canadian operations. The Company has unrecognized tax benefits reported as deferred tax assets and are available to settle adjustments made with respect to the Company’s uncertain tax positions in Canada. The Company reduced its reserve for uncertain tax positions by $12.3 million associated with its Canadian operations and reduced its deferred tax assets in accordance with ASU 2013-11. The Company does not believe that the total amount of unrecognized tax benefits as of December 31, 2013, will significantly increase or decrease within the next 12 months. The liability for uncertain tax benefits principally consists of estimated foreign, federal and state income tax liabilities in years for which the statute of limitations is open. Open years range from 2007 through 2013 and vary by jurisdiction and issue. The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2013 and 2012 were as follows (in thousands): Balance, beginning of year .................................................................................................................... $ Increases for tax positions related to current year .................................................................. Reductions due to lapsed statute of limitations......................................................................... Reduction due to adoption of ASU 2013-11(a)....................................................................... Balance, end of year .................................................................................................................................. $ 16,890 $ 15 - (12,315) 4,590 $ 16,901 3,079 (3,090) - 16,890 2013 2012 (a) This amount was reclassified against the related deferred tax asset relating to the Company’s early adoption of ASU 2013-11 as discussed above. 96 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 22. Accumulated Other Comprehensive Income The following table displays the change in the components of AOCI for the year ended December 31, 2013: Balance as of December 31, 2012 ......................................................... $ Other comprehensive income before reclassifications............... Amounts reclassified from AOCI ........................................................... Net current-period other comprehensive income....................... Balance as of December 31, 2013 ......................................................... $ Foreign Currency Translation Adjustments (85,404) (10,668) 5,095 (a) (5,573) (90,977) Unrealized Gains on Available-for- Sale Investments Total $ $ $ 19,222 16,205 (9,432) (b) 6,773 25,995 $ (66,182) 5,537 (4,337) 1,200 (64,982) (a) Amounts were reclassified to Impairment/loss on operating properties sold, net of tax, within Discontinued operations on the Company’s Consolidated Statements of Income, as a result of the full liquidation of the Company’s investment in Brazil. (b) Amounts were reclassified to Interest, dividends and other investment income on the Company’s Consolidated Statements of Income. At December 31, 2013, the Company had a net $91.0 million, after noncontrolling interests of $5.6 million, of unrealized cumulative translation adjustment (“CTA”) losses relating to its investments in foreign entities. The CTA is comprised of $23.7 million of unrealized gains relating to its Canadian investments and $114.7 million of unrealized losses relating to its Latin American investments, $106.9 million of which is related to Mexico. CTA results from currency fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment. CTA amounts are subject to future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Under U.S. GAAP, the Company is required to release CTA balances into earnings when the Company has substantially liquidated its investment in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio. The Company may, in the near term, substantially liquidate all of its investments in this portfolio which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings. 23. Supplemental Financial Information: The following represents the results of income, expressed in thousands except per share amounts, for each quarter during the years 2013 and 2012: Revenues from rental properties (1) .................................................... Net income attributable to the Company ......................................... Mar. 31 $ $ 220,558 67,770 Net income per common share: Basic ............................................................................................................ Diluted ....................................................................................................... $ $ 0.13 0.13 Revenues from rental properties (1) ..................................................... Net income attributable to the Company ......................................... Mar. 31 $ $ 203,208 53,638 Net income per common share: Basic ............................................................................................................. Diluted ....................................................................................................... $ $ 0.09 0.09 2013 (Unaudited) June 30 Sept. 30 Dec. 31 225,207 51,139 $ $ 226,536 55,763 $ $ 238,055 61,609 0.09 0.09 $ $ 0.10 0.10 $ $ 0.11 0.11 2012 (Unaudited) June 30 Sept. 30 Dec. 31 208,648 69,112 $ $ 208,130 54,941 $ $ 216,895 88,382 0.12 0.12 $ $ 0.07 0.07 $ $ 0.14 0.14 $ $ $ $ $ $ $ $ (1) All periods have been adjusted to reflect the impact of operating properties sold during 2013 and 2012 and properties classified as held-for-sale as of December 31, 2013, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Income. 97 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $10.8 million and $16.4 million of billed accounts receivable at December 31, 2013 and 2012, respectively. Additionally, Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $23.4 million and $22.8 million of straight-line rent receivable at December 31, 2013 and 2012, respectively. 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 2013. 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, 2013 and 2012, adjusted to give effect to these transactions at the beginning of 2012 and 2011, respectively. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been had the transactions occurred at the beginning of 2012, nor does it purport to represent the results of income for future periods. (Amounts presented in millions, except per share figures.) Revenues from rental properties ........................................................................................... Net income ....................................................................................................................................... Net income available to the Company’s common shareholders ....................... Net income attributable to the Company’s common shareholders per $ $ $ common share:........................................................................................................................ Basic ....................................................................................................................................................... Diluted ................................................................................................................................................. $ $ 938.8 293.6 230.1 $ $ $ 0.56 0.56 $ $ 914.0 240.4 131.5 0.32 0.32 Year ended December 31, 2012 2013 98 KIMCO REALTY CORPORATION AND SUBSIDIARIES SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS For Years Ended December 31, 2013, 2012 and 2011 (in thousands) Balance at beginning of period Charged to expenses Adjustments to valuation accounts Deductions Balance at end of period Year Ended December 31, 2013 Allowance for uncollectable accounts .............................. Allowance for deferred tax asset ........................................ Year Ended December 31, 2012 Allowance for uncollectable accounts .............................. Allowance for deferred tax asset ........................................ Year Ended December 31, 2011 Allowance for uncollectable accounts .............................. Allowance for deferred tax asset ........................................ $ $ $ $ $ $ 16,402 71,912 18,059 66,520 15,712 43,596 $ $ $ $ $ $ 3,521 - 6,309 - 7,027 - $ $ $ $ $ $ - $ (8,200) $ (9,152) $ $ - 10,771 63,712 - $ 5,392 $ (7,966) $ $ - 16,402 71,912 - $ 22,924 $ (4,680) $ $ - 18,059 66,520 99 F O E T A D I N O T C U R T S N O C ) C ( 6 0 0 2 7 0 0 2 4 0 0 2 8 0 0 2 5 0 0 2 4 0 0 2 8 0 0 2 I I N O T S U Q C A I D E T A L U M U C C A D E T A L U M U C C A & F O E T A D , T S O C L A T O T F O T E N I G N D L U B I I I N O T A C E R P E D D E T A L U M U C C A D N A E T A T S E 3 1 0 2 , 1 3 R E B M E C E D ) A ( S E C N A R B M U C N E I I N O T A C E R P E D I I N O T A C E R P E D L A T O T T N E M E V O R P M I D N A L L A E R - I I I E L U D E H C S T S O C I L A T N I I T N E U Q E S B U S O T I I N O T S U Q C A I I G N D L U B I & T N E M E V O R P M I D N A L , 1 2 8 4 7 6 1 5 , - , 9 7 7 6 0 3 3 , I I I I S E R A D S B U S D N A N O T A R O P R O C Y T L A E R O C M K I , 9 6 8 7 4 0 6 , , 0 4 4 2 0 7 9 , - - - - , 8 8 4 8 4 9 4 1 , , 6 1 3 2 6 7 5 , , 8 1 2 6 8 6 8 2 , , 5 7 1 6 7 3 5 2 , , 8 8 6 2 2 2 7 2 , 7 0 0 2 9 0 0 2 1 1 0 2 8 9 9 1 8 9 9 1 8 9 9 1 7 9 9 1 9 0 0 2 1 1 0 2 1 1 0 2 2 1 0 2 1 1 0 2 8 9 9 1 8 9 9 1 8 9 9 1 8 9 9 1 8 0 0 2 6 0 0 2 8 0 0 2 7 0 0 2 9 0 0 2 8 0 0 2 8 9 9 1 0 1 0 2 9 0 0 2 6 0 0 2 5 0 0 2 5 0 0 2 9 0 0 2 8 0 0 2 8 9 9 1 9 0 0 2 5 0 0 2 5 0 0 2 3 1 0 2 7 0 0 2 2 1 0 2 3 1 0 2 6 0 0 2 2 0 0 2 2 1 0 2 8 9 9 1 8 9 9 1 8 9 9 1 3 1 0 2 8 9 9 1 8 9 9 1 8 9 9 1 0 0 0 2 2 1 0 2 1 1 0 2 1 1 0 2 3 1 0 2 8 9 9 1 1 1 0 2 8 9 9 1 - - - - - - - - - - - - - , 1 5 7 5 6 4 1 , , 4 0 2 0 8 8 5 1 , - - - - - - - - , 0 0 0 0 0 5 8 , , 6 4 3 4 7 8 2 3 , , 6 8 9 2 8 1 4 2 , - - , 7 1 4 9 0 8 6 , - , 0 0 0 0 0 0 6 , - - - - - , 3 6 8 4 5 5 6 , - - - - - - , 4 7 8 6 8 2 4 1 , , 2 2 0 7 4 3 1 2 , , 6 6 8 2 5 0 3 , - - - - - - - - - - , 0 0 5 3 9 0 2 1 , , 5 3 5 0 0 3 0 2 , , 1 1 4 1 1 6 0 5 , , 9 8 1 0 7 3 4 , , 0 0 6 1 8 9 4 5 , , 1 2 8 4 7 6 1 5 , , 9 7 7 6 0 3 3 , , 7 1 4 0 2 7 3 , , 5 3 9 7 5 0 0 5 , , 6 8 4 8 8 3 7 , , 0 1 1 9 2 4 6 1 , , 4 4 4 8 3 1 6 3 , , 4 8 0 7 4 8 3 , 8 8 4 6 1 , 5 0 0 2 3 , , 2 8 8 6 9 8 8 , , 2 5 9 3 8 3 5 , , 5 0 9 6 3 7 3 , , 9 1 0 5 0 9 3 5 , , 2 9 4 0 2 4 7 , , 2 9 9 5 2 3 5 2 , , 6 9 3 2 2 5 1 4 , , 9 9 6 0 2 0 1 2 1 , , 8 3 7 1 0 1 4 3 , , 6 3 4 2 2 1 5 5 1 , , 4 5 1 9 2 3 8 3 , , 4 3 9 2 5 3 , 1 5 0 4 3 6 , 5 1 3 9 7 2 7 1 , , 7 7 3 2 6 4 5 3 , , 4 4 4 4 1 8 4 5 1 , 7 5 4 3 1 1 , 0 5 3 0 5 , 7 0 8 3 6 1 , 7 0 8 3 6 1 , , 0 0 8 7 5 8 7 , , 1 1 6 7 9 2 3 , , 1 1 4 5 5 1 1 1 , , 5 8 6 9 3 1 9 , , 1 6 5 4 7 0 4 1 , , 8 5 8 7 5 9 6 , , 0 2 4 2 3 0 1 2 , , 3 0 4 1 3 9 6 1 , , 5 6 8 5 7 5 5 1 , , 7 4 4 9 4 5 8 2 , , 2 7 9 3 8 3 3 , , 1 4 4 6 8 7 6 , , 7 7 6 6 4 0 8 , , 8 1 0 0 6 0 6 , - 2 9 9 7 0 3 , , 7 1 0 1 0 1 4 , , 6 2 7 5 1 0 2 , , ) 0 9 6 1 8 5 5 ( , ) 7 2 2 2 1 ( , 4 6 0 0 3 1 , ) 7 2 6 2 9 4 ( , 9 9 2 5 1 , 1 7 7 0 2 5 , , 6 7 1 3 1 0 5 , , 6 3 4 2 2 1 0 4 1 , , 9 0 8 3 0 4 6 , - 7 8 9 3 0 5 , , 2 4 5 1 9 2 7 1 , , 5 0 0 5 5 9 5 3 , - 8 0 5 8 4 1 , , 2 3 6 0 1 4 6 1 , , 9 0 5 6 2 1 4 , , 5 9 5 8 1 3 9 , , 3 6 7 1 5 9 8 1 , , 1 4 4 6 8 7 6 , , 7 7 6 6 4 0 8 , , 8 1 0 0 6 0 6 , , 0 0 0 0 0 0 5 1 , , 7 1 0 1 0 1 4 , , 6 2 7 5 1 0 2 , , 9 0 8 2 1 1 1 2 , , 9 3 4 0 4 5 6 , , 7 4 2 3 5 6 7 2 , , 8 7 3 5 7 0 3 2 , , 9 6 8 7 7 5 4 , , 3 0 8 8 5 0 1 , , 3 4 9 9 6 2 1 2 , , 1 0 5 4 2 3 5 , , 3 8 7 6 2 8 8 , , 5 4 7 4 0 7 4 , , 7 2 5 1 3 5 3 1 , , 6 8 1 1 8 0 1 1 , , 1 4 3 0 5 4 2 , , 6 1 5 4 5 6 7 , , 9 7 6 8 6 3 2 , , 4 9 1 3 2 0 0 1 , , 4 9 1 5 9 7 8 , , 0 0 0 8 2 2 1 , , 4 5 0 8 3 8 8 2 , , 9 6 0 7 9 9 1 , , 3 2 1 5 3 8 0 3 , , 9 6 5 2 7 1 5 2 , , 4 5 5 2 6 6 5 , 0 0 5 0 2 , 7 4 3 1 9 1 , , 0 4 1 9 7 2 1 , , 6 4 0 2 0 8 9 , , 1 4 3 0 5 4 2 , , 4 9 6 4 7 7 8 , , 0 0 0 8 2 2 1 , , 3 2 2 1 8 9 4 2 , , 4 5 5 2 6 6 5 , , 8 0 8 8 6 5 7 2 , , 6 3 5 7 0 7 3 2 , , 2 7 2 1 6 8 3 , , 3 4 3 6 0 5 2 , , 1 0 9 0 0 2 8 1 , , 4 6 5 1 6 8 6 , , 5 5 6 0 8 9 2 , 9 6 7 0 4 1 , , 1 8 3 7 5 7 2 , , 2 8 3 0 6 5 1 , 9 7 9 5 7 6 , 5 6 2 2 2 3 , , 4 2 4 2 6 6 2 , , 9 0 4 5 3 8 1 , , 6 4 7 1 6 6 9 , , 8 8 1 8 1 5 5 2 , , 5 3 0 9 8 7 4 1 , , 0 1 4 9 2 2 4 , , 7 3 0 4 3 1 8 , , 8 7 1 7 5 2 0 1 , , 8 9 9 8 3 1 7 1 , , 0 2 6 0 5 0 2 , 2 4 8 4 8 1 , 7 5 9 4 , 3 6 1 8 3 7 , 0 1 7 8 9 7 , , 1 0 6 5 2 2 8 , , 7 6 3 4 3 2 4 , , 7 7 8 3 7 9 4 1 , 7 0 6 5 9 , , 5 0 4 4 3 9 3 , , 0 6 7 8 3 1 4 , , 2 7 4 9 3 0 1 1 , , 0 0 2 2 7 8 8 , , 5 3 7 4 4 4 6 , , 5 6 4 7 2 4 2 , , 8 8 8 5 5 0 1 1 , , 9 9 5 4 6 3 5 2 , , 7 3 9 8 7 7 7 , , 1 5 9 6 7 2 3 , , 0 6 9 8 6 3 0 2 , , 9 3 6 5 9 9 4 , , 9 3 8 7 7 0 1 2 , , 9 6 0 1 2 6 9 , , 8 0 9 8 9 6 0 3 , , 2 1 5 4 2 8 4 2 , , 6 9 3 4 7 8 5 , , 7 0 1 9 6 0 1 3 , , 7 0 2 3 6 9 2 1 , , 4 1 3 2 3 0 4 4 , , 1 7 5 1 7 5 7 3 , , 3 4 7 0 6 4 6 , , 5 6 3 3 9 0 9 4 , , 2 4 6 8 8 0 4 2 , , 6 0 0 2 8 1 3 7 , , 1 4 0 1 2 8 9 5 , , 5 6 9 0 6 3 3 1 , , 6 0 0 8 2 5 3 1 , , 4 5 0 2 9 3 5 , , 0 6 0 0 2 9 8 1 , , 3 2 8 2 1 3 3 1 , , 7 3 2 7 0 6 5 , , 4 4 9 8 2 4 6 5 , , 7 4 9 7 8 8 5 1 , , 2 9 8 6 1 3 2 7 , , 3 9 7 0 3 4 2 5 , , 9 9 0 6 8 8 9 1 , , 9 2 7 0 2 0 5 3 , , 0 4 9 4 6 9 7 2 , , 0 8 5 2 6 5 6 , , 6 6 5 2 1 8 6 , , 9 0 3 3 8 5 1 4 , , 7 5 6 5 9 5 1 3 , , 2 5 6 7 8 9 9 , , 6 0 5 7 7 7 4 3 , , 0 6 0 0 5 0 5 2 , , 6 4 4 7 2 7 9 , , 9 9 7 2 6 9 0 2 , , 4 3 3 6 1 5 2 , , 3 3 1 9 7 4 3 2 , , 3 3 1 5 5 1 9 1 , , 0 0 0 4 2 3 4 , , 0 1 2 4 8 6 8 , , 7 6 5 0 9 4 2 , , 7 7 7 4 7 1 1 1 , , 7 8 4 6 9 8 7 , , 0 9 2 8 7 2 3 , , 8 0 2 2 3 5 5 2 , , 6 1 2 5 4 9 1 1 , , 5 2 4 7 7 4 7 3 , , 5 4 7 8 8 5 0 3 , , 0 8 6 8 8 8 6 , , 6 4 1 6 9 6 9 , , 2 2 3 4 4 5 2 , , 9 6 4 0 4 2 2 1 , , 6 0 6 5 2 1 8 , , 3 6 8 4 1 1 4 , , 6 4 1 2 3 6 1 2 , , 0 1 2 7 8 3 3 , , 7 5 3 9 1 0 5 2 , , 9 7 5 9 5 7 5 1 , , 8 7 7 9 5 2 9 , , 1 1 7 0 8 0 8 1 , , 8 4 3 7 1 0 2 1 , , 9 5 0 8 9 0 0 3 , , 9 5 0 8 9 9 8 2 , , 0 0 0 0 0 1 1 , , 9 3 1 3 9 7 0 4 , , 1 9 2 7 8 0 8 , , 1 3 5 7 7 7 0 2 , , 9 8 5 9 0 3 8 , , 7 4 5 2 4 6 6 , , 8 7 0 0 2 4 7 2 , , 5 6 2 2 7 1 0 2 , , 4 1 8 7 4 2 7 , 7 7 8 9 7 6 , , 8 6 1 7 6 7 8 , , 8 6 1 5 1 2 6 , , 0 0 0 2 5 5 2 , , 6 4 7 4 2 6 2 , , 5 3 3 4 3 9 0 1 , , 9 1 8 3 3 7 7 , , 6 1 5 0 0 2 3 , , 7 2 3 4 2 1 2 1 , , 6 6 4 7 1 9 2 5 , , 6 6 4 7 1 0 0 4 , , 0 0 0 0 0 9 2 1 , , 0 7 6 8 1 5 5 1 , , 2 5 9 8 1 4 7 , , 2 2 6 7 3 9 2 2 , , 7 5 2 5 4 3 8 1 , , 4 6 3 2 9 5 4 , , 9 7 3 0 8 2 8 , , 5 9 6 1 2 6 2 1 , , 8 6 9 8 6 9 0 3 , , 0 3 5 1 3 9 5 1 , , 4 2 9 2 4 2 3 1 , , 5 0 8 6 0 3 7 3 , , 0 3 5 0 8 8 7 9 , , 3 3 1 0 1 4 6 , , 2 6 9 6 2 8 2 4 1 , , 5 6 6 1 4 4 5 3 , , 8 1 1 1 4 8 1 1 , , 7 4 4 2 4 5 4 , , 3 3 2 9 7 4 5 , , 7 9 0 8 8 2 1 2 , , 2 7 9 2 8 1 5 , , 3 0 4 3 0 6 1 , 6 7 8 9 1 6 , , 4 8 7 3 3 5 2 , , 1 7 6 1 0 3 3 1 , , 4 6 7 8 7 4 3 , , 6 4 6 2 6 7 , 3 3 7 2 3 5 4 , , 9 9 0 5 2 2 4 1 , , 9 9 4 2 0 9 8 , , 0 0 6 2 2 3 5 , , 3 6 1 4 1 8 0 1 , , 5 4 1 8 4 8 7 , , 8 1 0 6 6 9 2 , , 6 0 4 1 5 5 6 1 , , 4 9 2 3 0 9 3 1 , , 2 1 1 8 4 6 2 , , 8 3 6 0 7 2 4 4 , , 8 3 6 0 7 9 8 2 , , 0 0 0 0 0 3 5 1 , , 8 8 6 1 2 7 6 1 , , 4 7 6 3 4 0 2 1 , , 5 1 0 8 7 6 4 , , 1 5 4 9 6 0 8 3 , , 8 8 8 0 6 1 4 2 , , 3 6 5 8 0 9 3 1 , , 3 6 2 3 1 4 2 0 1 , , 0 8 5 4 0 2 2 6 , , 3 8 6 8 0 2 0 4 , , 0 2 5 1 1 9 4 , , 3 5 6 1 2 3 1 1 , , 3 5 6 1 8 1 9 , , 0 0 0 0 4 1 2 , , 8 3 2 5 8 6 4 3 , , 9 9 1 2 1 5 7 7 1 , , 3 9 8 7 3 3 1 6 1 , , 7 0 3 4 7 1 6 1 , , 2 9 4 6 0 6 1 , , 7 5 1 8 4 0 7 3 , , 1 1 5 2 5 7 9 2 , , 6 4 6 5 9 2 7 , , 4 8 1 9 5 8 4 , , 2 0 3 0 0 7 6 1 , , 9 3 8 5 0 5 4 1 , , 3 6 4 4 9 1 2 , , 5 4 9 2 0 2 2 , , 1 9 3 5 4 7 6 , , 4 7 0 7 9 5 5 , , 7 1 3 8 4 1 1 , , 8 8 8 9 5 4 8 , , 0 2 3 9 5 9 6 , , 8 6 5 0 0 5 1 , , 3 5 3 0 4 9 7 , , 2 9 0 7 1 5 6 , , 5 6 8 8 2 4 1 2 , , 5 7 1 6 9 4 6 1 , 4 2 1 4 4 5 , 6 2 0 4 6 2 , 0 5 1 8 0 8 , 3 8 9 6 4 6 , , 4 3 5 5 4 8 2 , , 0 8 1 9 6 4 1 , , 4 1 7 4 1 3 4 , , 7 7 8 8 0 5 3 , , 8 5 5 6 3 5 7 , , 4 2 8 1 4 9 2 , , 2 8 3 8 7 4 0 1 , , 6 8 8 4 2 2 9 , , 7 0 8 2 3 2 2 2 , , 3 1 2 2 1 2 1 , , 0 2 0 5 4 4 3 2 , , 5 2 9 1 3 1 0 2 , , 0 9 6 2 3 9 4 , 7 6 1 1 6 1 , 7 3 8 5 0 8 , , 0 6 2 3 2 4 1 , , 7 9 4 3 5 2 1 , , 5 9 0 3 1 3 3 , , 1 8 0 7 3 3 5 , , 0 7 0 3 8 7 8 2 , , 9 8 9 5 4 4 3 2 , , 8 1 4 8 7 3 0 1 , , 9 9 8 7 6 3 8 , , 9 1 5 0 1 0 2 , , 3 5 7 0 7 2 5 1 , , 6 1 9 5 5 7 1 1 , , 7 3 8 4 1 5 3 , , 0 4 7 4 2 4 8 , , 7 2 6 1 2 5 0 3 , , 2 2 9 7 3 0 5 3 , , 4 6 1 8 9 8 6 , , 6 7 5 6 2 5 1 , , 8 5 8 8 3 7 0 2 , , 9 6 7 2 8 7 9 , , 3 5 9 1 3 2 9 2 , , 9 6 9 5 0 8 5 , , 9 5 5 5 6 8 2 , 5 3 0 1 , 0 7 6 5 , 4 1 6 7 3 , 3 0 4 6 8 3 , , 2 2 3 8 4 3 1 , 2 1 7 0 3 , , 8 8 5 7 4 4 6 , , 8 1 4 8 0 7 1 1 , , 4 7 8 5 9 8 5 , , 4 7 9 2 7 0 1 , 0 7 6 1 7 2 , , 0 8 4 6 3 1 1 , 7 8 6 7 3 , , ) 1 8 2 9 9 5 6 ( , 0 5 7 4 6 4 , 9 8 7 9 5 1 , ) 6 7 3 7 5 5 ( , , 3 7 9 8 3 8 6 , , 3 2 0 3 7 7 7 , - 3 1 1 2 0 1 , - 8 0 5 8 2 , 5 3 4 7 2 9 , 0 0 2 7 2 , 0 3 3 0 3 1 , ) 7 1 9 2 4 9 ( , - 9 9 8 5 2 9 , , 0 6 6 6 0 4 3 , ) 0 ( , 2 5 8 9 1 6 5 , - - , 5 2 8 8 8 9 7 1 2 9 7 7 , 0 8 2 8 9 7 , 7 2 2 6 7 2 , , 1 3 3 9 1 5 6 9 , , 8 0 6 9 9 5 1 , 6 6 3 2 6 , ) 3 9 2 2 3 9 ( , - 5 1 8 6 , ) 4 6 6 0 4 ( , 0 9 0 4 7 7 , , 9 2 9 3 8 8 5 , 2 7 5 4 9 , , 3 8 6 5 0 4 3 , , 5 3 6 2 0 7 8 , , 0 6 7 8 3 1 4 , , 5 6 0 9 3 4 6 , , 5 6 4 7 2 4 2 , , 3 2 3 1 4 7 7 , , 1 5 9 6 7 2 3 , , 7 5 5 2 8 9 9 1 , , 9 3 6 5 9 9 4 , , 0 9 1 6 7 4 3 2 , , 6 9 3 4 7 8 5 , , 3 5 1 3 6 8 5 2 , , 3 4 7 0 6 4 6 , , 3 5 4 3 7 3 3 5 , , 5 6 9 0 6 3 3 1 , , 7 4 3 9 8 2 3 1 , , 0 0 0 0 0 6 5 , , 9 1 9 4 3 5 6 4 , , 9 9 0 6 8 8 9 1 , , 4 2 5 4 3 5 0 3 , , 0 1 8 5 7 9 9 , , 0 9 3 8 7 7 4 2 , , 6 4 4 7 2 7 9 , , 8 7 8 4 6 8 7 , , 3 5 6 8 1 0 8 1 , , 5 6 9 9 5 2 5 3 , , 5 5 8 0 6 6 7 , , 0 9 7 9 9 5 5 1 , , 6 8 0 9 5 1 2 2 , , 0 0 0 4 2 3 4 , , 2 1 2 2 7 2 3 , , 1 4 7 6 1 8 8 , , 3 6 8 4 1 1 4 , , 8 7 7 9 5 2 9 , , 0 0 0 0 0 1 1 , , 2 4 8 4 7 5 0 4 , , 0 0 0 0 0 9 2 1 , , 0 7 4 2 9 7 3 1 , , 5 8 5 4 5 8 5 , , 8 6 1 5 1 2 6 , , 0 0 0 2 5 5 2 , , 9 3 3 1 1 8 7 , , 3 8 8 0 2 0 3 , , 7 5 2 5 4 3 8 1 , , 4 6 3 2 9 5 4 , , 1 9 9 3 7 8 8 , , 0 0 6 2 2 3 5 , , 0 1 7 0 2 9 6 , , 8 7 9 3 6 5 5 2 , , 5 9 0 6 7 8 3 1 , , 4 4 3 3 1 9 1 1 , , 6 9 8 4 2 3 8 2 , , 0 8 5 4 0 2 2 6 , , 3 5 7 5 5 2 8 , , 8 1 0 6 6 9 2 , , 0 0 0 0 0 3 5 1 , , 2 1 1 8 4 6 2 , , 5 1 0 8 7 6 4 , , 2 7 4 7 8 6 0 1 , , 3 8 6 8 0 2 0 4 , , 0 0 0 0 4 1 2 , , 2 6 5 8 1 8 4 6 , , 7 0 3 4 7 1 6 1 , , 1 1 5 2 5 7 9 2 , , 6 4 6 5 9 2 7 , , 7 8 9 5 8 8 8 , , 3 6 4 4 9 1 2 , , 9 4 2 8 0 6 4 , , 7 1 3 8 4 1 1 , , 3 0 1 0 8 1 6 , , 8 6 5 0 0 5 1 , , 5 7 1 6 9 4 6 1 , , 0 9 6 2 3 9 4 , 3 8 9 6 4 6 , , 3 1 8 8 1 7 5 , , 0 5 6 2 3 2 3 , 7 6 1 1 6 1 , , 7 3 8 5 0 8 , 0 6 2 3 2 4 1 , , 8 7 2 5 2 6 7 , , 7 9 4 3 5 2 1 , , 9 5 5 9 6 0 0 2 , , 5 9 0 3 1 3 3 , , 6 3 9 9 7 5 1 2 , , 7 2 4 5 3 1 8 , , 4 8 0 1 6 3 8 , , 9 1 5 0 1 0 2 , , 6 1 9 5 5 7 1 1 , , 7 3 8 4 1 5 3 , , 4 7 0 4 2 1 6 , , 6 7 5 6 2 5 1 , , 2 2 5 9 7 7 0 2 , , 9 6 7 2 8 7 9 , , 4 2 0 8 4 3 3 2 , , 9 6 9 5 0 8 5 , H C N A R N O Y N A C . N - K A E P E L C A N P I H T R O N A Z A L P N E D Y A H O C T S O C , I X N E O H P E R A U Q S O R T E M I X N E O H P R E T N E C G N P P O H S I K R A P E G E L L O C O C T S O C , I S L L H A N O R O C O C T S O C , I A T S V A L U H C C S I E G A L L V D N A B A L O C T S O C , A R B M A H L A A Z A L P N O S D A M I S D A O R S S O R C E G A L L V I Y E L L A V H T R O N I R E T N E C L A T E R E T N A S A R E T N E C O N M A C L L E B I I I I E S R P R U S E C A L P T E K R A M S L L H A N O R O C I R E T N E C G N P P O H S I K R A P R E V R I R E T N E C E R T A E H T A D A R M A L I R E T N E C Y R T N U O C D L O G A Z A L P N H A H H T E N N E K S D A O R S S O R C O C H C I I E G A L L V O N T R E P U C I E C A L P T E K R A M A P A N H T U O S I E G D R H T R O N I D A Z A L P E R T N E C Y T C Y A W O P I T O P E D E M O H , A N A A T N A S I Y T C D O O W D E R T E E R T S R E L Y T I N A T N U O M L E M R A C O G E D N A S / I E C A L P T E K R A M N O T L U F C S D L O G R A M I A Z A L P E R A U Q S N O Y N A C I I E G A L L V N A T N U O M K C A L B I S T H G E H Y T C I R E T N E C G N P P O H S I E K A L T S E W E R A U Q S Y E L L O R T E E T N A S S D A O R S S O R C E E K C U R T K R A P E H T N O E G A L L V I K N A B T S A E A R O R U A I Y C N U Q A R O R U A H C N A R I V A S R E T N E C G N P P O H S I I E G D R H T R O N O D A R O L O C K E E R C G N R P S I T E E R T S H T 8 3 T S E W R E V N E D R O M R A H P D O O W E L G N E S N O M M O C Y E L E E R G . C S . I S N L L O C T R O F . C S . I E G A L L V H C N A R S D N A L H G H I I R E T N E C G N P P O H S M R A F T S E W T S E W R E T N E C E G A L L V I I I H C N A R S D N A L H G H I T S E W E G A T R E H I K R A P H T U O S T A T E K R A M . . I C S R A F O T A V O N S L L A M O T U A R E L D N A H C R E T N E C N W O T I V A L A T E G A R M L E I E R A U Q S N N E L G E V O R G E H T I I S N O L L V A P A S E M W I I E V R E V R A S E M - H T U O S - I I S N O L L V A P A S E M 100 F O E T A D I N O T C U R T S N O C ) C ( 9 7 9 1 1 7 9 1 3 0 0 2 5 0 0 2 8 6 9 1 9 6 9 1 4 7 9 1 8 6 9 1 8 6 9 1 5 0 0 2 8 6 9 1 I I N O T S U Q C A I D E T A L U M U C C A D E T A L U M U C C A & F O E T A D , T S O C L A T O T F O T E N I G N D L U B I I I N O T A C E R P E D D E T A L U M U C C A D N A E T A T S E 3 1 0 2 , 1 3 R E B M E C E D L A E R - I I I E L U D E H C S T S O C I L A T N I I T N E U Q E S B U S O T I I N O T S U Q C A I I G N D L U B I & T N E M E V O R P M I D N A L I I I I S E R A D S B U S D N A N O T A R O P R O C Y T L A E R O C M K I ) A ( 8 9 9 1 3 9 9 1 2 1 0 2 2 1 0 2 3 1 0 2 3 0 0 2 9 0 0 2 2 9 9 1 8 9 9 1 4 9 9 1 7 9 9 1 5 0 0 2 9 0 0 2 3 1 0 2 9 0 0 2 0 1 0 2 1 0 0 2 2 9 9 1 6 0 0 2 9 0 0 2 0 1 0 2 5 8 9 1 6 8 9 1 3 9 9 1 7 9 9 1 9 0 0 2 7 0 0 2 7 0 0 2 1 1 0 2 3 1 0 2 3 1 0 2 8 0 0 2 8 9 9 1 6 9 9 1 7 9 9 1 9 0 0 2 1 1 0 2 7 0 0 2 2 1 0 2 1 1 0 2 9 0 0 2 8 0 0 2 9 8 9 1 4 9 9 1 5 9 9 1 3 1 0 2 7 9 9 1 8 9 9 1 4 0 0 2 3 1 0 2 3 1 0 2 5 9 9 1 9 0 0 2 , 5 6 6 9 8 1 6 , , 3 3 4 8 3 4 4 2 , - - - - - - - - - - - - - - - - - - - - - - - - - , 5 4 0 9 6 4 6 3 , , 2 7 4 5 3 7 1 , , 6 0 8 7 9 5 9 1 , - - S E C N A R B M U C N E , 4 2 2 7 6 0 6 , - - - - - - - - - - - - - , 8 0 7 9 8 9 7 , , 9 4 9 8 6 9 4 2 , - - - - - - - - - - - - - - - - - 0 0 0 5 2 4 , - 0 0 0 5 2 4 , - , 5 7 7 8 9 5 2 , , 4 1 4 1 0 3 3 , , 9 8 1 0 0 9 5 , , 9 8 1 0 0 9 5 , , 2 1 0 9 0 5 2 , , 1 7 4 5 4 1 2 , , 3 8 4 4 5 6 4 , , 8 0 6 0 2 9 3 , - 0 0 0 5 2 4 , 5 7 8 3 3 7 , , 8 0 2 3 2 1 4 , 1 9 4 7 7 , , 9 9 6 0 0 2 4 , , 4 2 3 6 7 1 1 , , 5 7 3 4 2 0 3 , , 7 8 9 7 9 4 4 , , 1 2 9 4 0 9 2 , , 8 0 9 2 0 4 7 , , 8 0 9 2 9 6 6 , , 4 0 7 2 6 6 0 1 , , 4 5 9 1 4 2 5 , , 8 5 6 4 0 9 5 1 , , 8 5 6 3 0 0 3 1 , 0 0 0 0 1 7 , , 0 0 0 1 0 9 2 , , 8 9 7 7 3 7 5 , , 9 9 1 5 8 9 2 , , 7 9 9 2 2 7 8 , , 7 9 9 3 7 0 7 , , 0 0 0 9 4 6 1 , , 5 4 7 2 4 9 6 2 , , 6 2 0 1 3 6 2 1 , , 1 7 7 3 7 5 9 3 , , 3 0 8 8 6 8 1 3 , , 8 6 9 4 0 7 7 , I I N O T A C E R P E D I I N O T A C E R P E D L A T O T T N E M E V O R P M I D N A L , 3 6 1 1 7 0 1 , , 7 8 0 9 3 0 7 , , 7 2 2 4 8 8 4 , , 4 1 3 3 2 9 1 1 , , 6 3 2 0 7 6 9 , , 8 7 0 3 5 2 2 , , 2 3 2 2 1 6 5 , , 5 5 9 9 6 9 2 3 , 5 2 6 9 1 2 , , 0 6 7 4 5 2 1 , , 6 1 7 4 2 2 4 3 , , 1 3 1 0 7 0 7 2 , , 5 8 5 4 5 1 7 , , 7 5 8 1 3 8 5 , , 9 0 1 0 2 6 4 , , 8 4 7 1 1 2 1 , , 5 7 3 4 1 4 0 4 , , 8 5 7 3 1 2 2 , , 3 3 1 8 2 6 2 4 , , 1 6 2 9 5 4 2 3 , , 2 7 8 8 6 1 0 1 , , 4 2 2 3 5 6 ) 8 4 1 9 3 4 ( , 9 9 4 9 , 5 4 2 6 6 5 , , 0 2 2 1 1 0 4 , , 7 4 5 4 1 7 2 , 8 3 7 6 6 , , 2 4 6 5 8 1 3 , , 6 1 0 3 9 8 1 3 , ) 5 1 3 6 2 3 ( , - , 7 0 1 5 8 7 1 , , 1 0 5 5 9 2 2 , , 3 0 7 4 6 2 1 , , 5 5 9 8 3 7 1 1 , , 6 9 6 7 4 4 , 1 0 0 0 5 8 3 , , 7 0 9 2 4 8 2 , , 1 0 3 6 2 6 6 , , 3 2 1 5 3 9 4 1 , , 7 9 8 0 3 4 6 7 , , 6 2 2 6 7 1 3 3 , , 0 3 4 2 5 6 1 , - , 2 9 3 3 3 9 4 , , 4 5 5 7 8 5 6 1 , , 8 3 3 9 4 4 5 1 , , 6 1 2 8 3 1 1 , , 4 5 5 7 8 9 8 , , 7 9 8 0 3 4 6 7 , , 1 9 5 5 0 2 3 4 , , 8 1 6 9 0 1 8 3 , , 8 6 5 9 0 9 0 3 , , 0 5 0 0 0 2 7 , , 6 0 3 5 2 2 3 3 , , ) 1 9 6 4 0 4 ( , 1 5 3 6 4 4 9 4 , - - , 7 2 0 1 1 0 1 3 , , 3 3 2 5 9 0 4 , , 8 5 4 0 4 4 2 , , 1 9 6 5 3 5 6 , , 9 0 8 7 2 5 5 , , 2 8 8 7 0 0 1 , , 5 1 0 4 0 6 4 , , 0 0 0 0 4 4 1 , , 8 3 4 0 3 7 5 1 , , 9 0 1 9 5 9 3 , , 7 4 5 9 8 6 9 1 , , 2 9 5 3 7 3 4 1 , , 5 5 9 5 1 3 5 , , 5 2 1 4 4 8 1 , , 7 6 4 9 2 5 2 1 , , 4 4 0 3 1 8 8 3 , , 5 5 8 3 4 5 5 , , 9 9 8 6 5 3 4 4 , , 9 3 1 8 9 0 0 3 , , 0 6 7 8 5 2 4 1 , , 0 5 7 5 5 0 2 , , 0 9 3 2 4 0 8 2 , 0 0 0 0 5 1 , - 0 0 0 0 5 1 , - 0 0 0 0 5 1 , - - 0 0 0 0 5 1 , , 2 0 2 0 7 1 3 2 , , 5 4 6 5 1 6 3 , , 7 4 8 5 8 7 6 2 , , 7 4 3 3 9 9 9 1 , , 0 0 5 2 9 7 6 , , 2 8 7 0 3 3 1 , , 5 6 5 2 6 6 8 1 , , 0 0 5 2 9 7 6 , , 6 4 4 2 8 5 1 , , 4 2 3 2 5 1 2 1 , , 2 4 9 4 2 7 7 1 , , 4 8 6 6 3 3 3 1 , , 7 3 9 9 2 0 1 , 2 2 5 9 2 8 , , 2 6 8 9 7 6 4 , , 8 3 4 5 0 4 7 , , 6 1 8 9 3 8 5 , , 7 5 6 2 5 5 7 , , 8 2 0 8 1 5 4 , , 8 7 7 8 0 2 4 1 , 2 5 0 1 0 6 , - 2 5 0 1 0 6 , - 1 4 0 3 5 , 0 6 3 9 6 6 , , 2 7 2 5 1 7 7 , , 6 4 8 6 4 9 6 , , 1 2 3 8 2 4 4 1 , , 5 3 4 7 3 0 2 , , 5 9 7 6 0 7 2 , , 9 0 1 3 1 4 2 , , 9 7 2 7 5 6 4 , , 9 9 5 5 8 0 9 1 , , 3 8 7 4 0 5 6 1 , 6 4 2 2 1 3 , , 7 8 2 5 6 3 7 8 2 5 6 3 , , 4 6 2 3 8 6 8 , , 7 3 5 8 9 3 6 1 , , 1 4 2 6 6 5 3 1 , , 4 2 4 2 2 3 9 , , 0 7 2 9 6 2 6 1 , , 7 2 8 4 9 4 4 1 , , 5 9 2 2 5 5 5 , , 0 2 8 9 0 3 1 , , 5 1 1 2 6 8 6 , , 9 6 8 5 5 2 4 , 4 9 9 9 2 7 , , 2 1 8 7 2 4 1 , , 5 6 1 6 9 5 1 , , 1 2 5 2 9 9 2 , , 2 3 3 0 2 4 4 , , 2 3 3 0 2 4 4 , 5 1 8 7 8 1 , , 2 7 1 2 9 8 1 , , 5 6 1 2 2 6 2 , , 2 7 2 6 5 2 2 , , 0 8 9 3 8 7 1 , , 0 1 4 3 5 2 1 , , 7 1 3 4 6 4 5 , , 5 4 3 2 8 9 9 , , 3 6 2 4 4 8 8 , , 8 7 8 6 8 1 8 , , 5 3 5 9 3 7 5 1 , , 1 2 6 6 0 0 5 1 , , 8 0 6 8 9 6 3 , , 3 3 7 3 3 3 2 , , 1 4 3 2 3 0 6 , , 0 1 3 2 5 4 5 , , 2 0 1 2 6 8 3 3 , , 2 5 9 7 5 3 8 1 , , 5 5 0 0 2 2 2 5 , , 7 9 2 7 9 0 3 4 , , 0 5 0 6 2 7 2 1 , , 5 4 5 4 6 1 7 , , 6 9 5 0 9 8 9 1 , , 6 9 5 0 1 9 7 1 , , 0 7 1 6 4 5 2 2 , , 7 6 3 8 3 3 6 , , 7 3 5 4 8 8 8 2 , , 7 3 3 6 8 1 1 2 , , 8 3 1 3 1 7 3 , , 6 7 6 4 1 8 1 , , 4 1 8 7 2 5 5 , , 4 1 8 6 1 5 4 , , 0 0 0 1 1 0 1 , , 7 7 4 7 0 5 9 3 , , 5 3 5 8 5 7 4 , , 2 1 0 6 6 2 4 4 , , 5 8 7 3 0 9 8 2 , , 7 2 2 2 6 3 5 1 , , 9 5 9 0 5 4 8 , , 7 3 7 9 5 6 2 2 , , 7 0 2 1 1 7 9 1 , , 0 3 5 8 4 9 2 , , 3 9 5 5 7 2 1 , , 9 8 4 3 6 7 6 1 , , 0 1 9 7 8 6 2 9 , , 5 9 4 5 2 8 7 2 , , 6 0 0 1 8 3 2 1 , , 6 2 4 9 5 4 0 1 , , 2 3 4 6 3 7 6 6 , , 4 7 6 9 5 4 1 , - 4 9 9 8 1 , 3 5 9 2 2 , , 3 6 8 4 5 2 2 , , 3 2 3 2 5 9 5 1 , , 7 0 6 8 5 7 8 , , 9 7 3 2 8 4 0 1 , , 0 5 4 9 6 0 8 , , 9 3 0 5 9 4 5 7 , , 9 3 0 5 9 4 5 7 , , 2 6 1 3 2 2 8 1 , , 6 0 3 3 9 2 1 1 , , 7 5 8 9 2 9 6 , , 3 9 5 5 7 2 1 , - , 3 9 5 5 7 2 1 , , 3 3 2 0 4 6 8 0 1 , , 3 5 2 7 7 4 2 8 , , 0 8 9 2 6 1 6 2 , , 8 5 3 0 8 0 0 3 , , 7 2 4 8 8 1 9 1 , , 0 3 9 1 9 8 0 1 , , 0 0 0 0 0 4 2 1 , , 0 6 3 0 1 4 9 , , 0 4 6 9 8 9 2 , , 6 1 8 0 8 5 2 , - 6 8 6 3 9 2 , , 6 9 2 2 3 8 2 , , 3 4 4 4 7 7 1 , , 6 4 2 6 0 6 2 , 2 5 0 1 0 6 , - 3 9 8 5 6 3 , 0 7 5 0 3 5 , 4 1 9 2 3 7 , , 2 8 0 8 3 1 1 , , 9 2 9 2 1 4 2 , - 0 3 0 0 8 5 , , 8 5 7 2 2 1 9 , , 0 0 0 0 8 9 1 , , 0 0 2 8 9 6 7 , , 9 3 3 6 4 8 5 , 6 4 4 8 7 , 9 0 7 9 2 , , 5 6 5 3 1 8 1 , , 9 4 5 0 2 0 1 , 5 8 7 4 8 8 , , 5 3 2 4 5 1 1 , , 7 3 5 0 6 0 2 , , 8 9 9 1 5 2 6 2 , , 9 5 6 5 0 4 0 2 , , 2 9 8 0 6 6 1 , , 6 1 0 6 0 7 6 7 8 4 5 9 , , 3 3 0 2 8 1 2 1 , , 3 3 5 5 6 6 1 , , 0 0 5 6 1 5 0 1 , , 1 9 4 5 4 7 8 1 , , 6 2 2 0 3 2 3 1 , , 5 6 2 5 1 5 5 , , 1 7 1 4 8 1 2 , , 1 7 1 4 8 1 2 , , 9 6 4 1 2 2 4 1 , , 6 1 5 6 5 4 1 1 , , 9 5 0 0 9 8 2 , , 8 9 0 5 3 6 2 , - , 1 6 9 4 5 2 , 3 5 9 4 6 7 2 , - - , 2 3 3 6 6 6 2 , , 0 0 0 4 5 7 1 , - , 0 0 1 7 0 2 1 , , 2 7 1 9 4 0 1 , , 0 1 4 3 5 2 1 , , 1 6 1 6 2 9 0 1 , , 0 6 4 0 8 0 4 , , 6 3 9 1 9 2 4 , , 7 2 3 2 5 5 4 , , 3 9 6 8 3 1 6 , , 0 9 0 6 6 3 0 1 , , 0 9 9 0 2 6 1 , , 1 5 6 3 9 1 , 6 5 0 7 3 2 2 , , 2 2 1 4 6 6 2 1 , , ) 8 4 6 7 4 3 1 ( , , 5 1 4 2 0 6 2 , , 5 8 1 9 2 3 1 1 , , 1 8 6 3 3 5 6 , 9 1 1 2 9 7 , 6 3 6 1 7 1 , - 6 8 6 3 9 2 , 4 2 9 3 5 4 , , 7 8 0 7 5 9 7 , , ) 9 4 4 1 2 7 2 ( , , 0 2 1 4 5 7 1 1 , , 0 3 5 8 4 9 2 , , 0 9 8 2 6 0 4 , , 0 0 0 1 1 0 1 , , 1 0 0 6 9 4 8 2 , , 1 6 4 1 9 4 8 1 , - - 8 9 4 2 5 , - , 1 1 2 0 4 7 1 , , 8 6 7 5 5 3 7 , , 3 0 8 4 7 5 6 , , 2 6 3 8 9 6 0 1 , - - , 0 0 8 4 2 5 7 , , 3 9 5 5 7 2 1 , , 1 4 0 7 3 7 0 8 , , 0 8 9 2 6 1 6 2 , , 0 6 3 0 1 4 9 , , 0 4 6 9 8 9 2 , , 8 4 2 4 6 2 9 1 , , 2 1 6 3 6 7 0 1 , , 0 5 4 9 6 0 8 , , 1 7 2 9 3 1 8 6 , - , 9 2 9 2 1 4 2 , , 3 7 8 0 4 5 6 3 , , 9 7 3 4 0 1 9 , , 9 2 4 3 0 2 3 , , 2 1 1 8 6 2 2 , 0 0 8 0 6 5 , 5 4 5 0 7 4 , ) 0 9 1 1 1 8 ( , 9 8 6 0 4 , 0 0 9 0 3 5 , 6 2 8 8 8 1 , 4 0 7 6 9 3 , , 2 1 1 3 8 9 9 , , 1 1 8 6 6 2 1 , , 3 3 6 6 0 8 1 , , 4 8 4 7 2 9 7 , , 0 0 0 0 8 9 1 , , 2 9 9 2 0 7 0 2 , , 0 0 0 1 1 7 7 , - 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6 9 0 7 5 2 , 6 1 2 8 4 6 , , 3 8 0 6 2 4 1 , , 6 7 4 6 0 1 5 , , 3 2 4 6 2 0 2 , , 0 8 2 6 4 9 3 , , 4 6 9 8 9 2 2 , 6 9 8 0 5 5 , , 0 2 7 3 5 2 1 , , 7 2 4 4 6 2 8 1 , , 0 0 0 0 1 5 6 1 , , 3 0 0 5 4 8 4 , , 1 4 4 0 5 2 2 1 , , 4 6 7 0 4 1 0 1 , , 7 7 6 9 0 1 2 , , 1 4 4 5 2 7 1 , , 3 2 3 5 1 4 8 , , 7 7 6 9 0 1 2 , , 7 5 6 1 6 6 3 , , 4 7 4 1 0 5 9 , , 4 3 0 1 2 2 8 , , 0 4 4 0 8 2 1 , , 9 0 2 7 8 0 3 , , 5 2 8 3 3 1 5 , , 0 4 4 0 8 2 1 , 1 4 7 2 2 1 , - 5 1 3 1 5 7 , 5 7 8 3 7 5 , , 2 7 8 8 6 1 0 1 , , 0 0 0 1 0 9 2 , 0 0 0 0 1 7 , , 0 0 0 9 4 6 1 , , 5 5 9 5 1 3 5 , 6 7 6 1 9 4 , , 0 6 7 8 5 2 4 1 , , 0 0 0 0 0 6 7 , , 2 8 2 3 0 5 7 , , 6 4 5 4 8 9 6 2 , , 6 1 8 0 8 5 2 , , 6 9 2 2 3 8 2 , , 3 3 7 2 0 0 1 , , 2 8 0 6 7 6 1 , 2 5 0 1 0 6 , - 3 9 8 5 6 3 , , 0 7 5 0 3 5 4 1 9 2 3 7 , , 2 8 0 8 3 1 1 , L F N O T N E D A R B , S N E D R A G E R O H S Y A B S G N R P S I L A R O C S G N R P S I L A R O C S U P M A C N O T L I W E L A D N R U B U A N O T A R A C O B E R E M S L E R E V O D I S N O Z R O H T H G R B I 1 G D L B - R T C S S E N S U B D O O W K A O I I E S R U O C N O C A L E M A T A S E P P O H S K E E R C S S E R P Y C / E L A D R E D U A L T F . O D N A L R O T S A E D A E T S E M O H . R T C G N P P O H S I E C A L P R E V R I K L A W S T N A H C R E M S K L A W S E U N E V A Y A B T S A E O G R A L G R U B S E E L O G R A L I L L H R E D U A L S E V O R G E H T S E L A W E K A L E N R U O B L E M E T A G E V O R G L E C R A P T U O N O R V E H C A Z A L P S E K A L E L A D N E K I I M A M H T R O N D A O R R E L L M I E T A G R A M A R O D . T M . . I C S G N S S O R C W E L R U C I R E T N E C G N P P O H S N O H T A R A M R E T N E C E C N A S S A N E R I . . C S O D O S O D N A L R O A L A C O I I E S A H P A Z A L P A N E L L M I I I E G A L L V S K A O D N A R G H C A E B O N A P M O P Z E L A Z N O G R E T N E C N W O T Y T S R E V N U I I S N E D R A G H C A E B M L A P G R U B S R E T E P . T S A T O S A R A S T S A E H T U O S A T O S A R A S E E B E L T T U T I I M A M H T U O S T R A U T S I E N T S U G U A . I I T S - E X D N N W I . C S . S N O M M O C E G A L L V I A P M A T A Z A L P I L L H K R A P K R A P R E L G A L F L F , N O T L M I I I I M A M - E X D N N W I I I G N S S O R C N O T A T N A L P I R E T N E C G N P P O H S I L L E B N O S S M I I E E S S A H A L L A T - E X D N N W I I I . C S . S N O M M O C E G A L L V I A Z A L P Y R T N U O C S S O R C H C A E B M L A P T S E W , 0 1 6 0 1 6 4 , , 8 4 7 1 1 2 1 , , 0 4 6 7 9 7 0 3 , , 8 6 9 4 0 7 7 , , 2 1 0 7 1 0 9 , , 8 7 0 3 5 2 2 , T O P E D E M O H , N E V A H N . Y R U B R E T A W , 9 7 2 9 0 5 7 2 , , 5 8 5 4 5 1 7 , R T C G N P P O H S I K R A P R E V R N O T L I I W 101 F O E T A D I N O T C U R T S N O C ) C ( 6 0 0 2 5 0 0 2 2 7 9 1 2 7 9 1 0 7 9 1 ) A ( 5 9 9 1 8 0 0 2 8 0 0 2 1 1 0 2 3 1 0 2 3 1 0 2 3 9 9 1 8 0 0 2 6 9 9 1 9 9 9 1 6 9 9 1 7 9 9 1 6 9 9 1 8 9 9 1 8 9 9 1 6 9 9 1 7 9 9 1 7 9 9 1 7 9 9 1 8 9 9 1 7 9 9 1 8 9 9 1 8 0 0 2 9 9 9 1 7 9 9 1 7 9 9 1 8 9 9 1 1 1 0 2 6 9 9 1 3 1 0 2 5 0 0 2 7 9 9 1 8 9 9 1 7 9 9 1 7 9 9 1 8 9 9 1 8 9 9 1 7 9 9 1 7 9 9 1 7 9 9 1 3 0 0 2 8 0 0 2 5 0 0 2 7 9 9 1 8 9 9 1 2 1 0 2 8 9 9 1 5 0 0 2 8 9 9 1 8 9 9 1 6 7 9 1 3 9 9 1 7 9 9 1 3 1 0 2 8 0 0 2 7 9 9 1 0 1 0 2 2 1 0 2 0 1 0 2 , 9 5 1 4 2 6 9 2 , - - - - - - - - - - - - - - - - - - - - - - - - - - - - - , 8 8 1 3 8 3 8 2 , , 7 9 5 8 9 0 2 3 , - - - - - - - - - - - - - - - - - - - - , 0 0 0 0 0 6 8 1 , I I N O T S U Q C A I D E T A L U M U C C A D E T A L U M U C C A & F O E T A D , T S O C L A T O T F O T E N I G N D L U B I I I N O T A C E R P E D D E T A L U M U C C A D N A E T A T S E 3 1 0 2 , 1 3 R E B M E C E D , 4 3 4 2 1 4 5 1 , , 3 9 5 4 0 1 2 2 , , 3 9 6 0 5 8 4 , , 6 8 2 5 5 9 6 2 , , 3 2 4 5 6 0 2 2 , , 3 6 8 9 8 8 4 , - S E C N A R B M U C N E , 0 6 3 0 2 0 6 , , 5 4 9 3 9 5 3 , , 5 0 3 4 1 6 9 , , 1 4 7 1 3 1 8 , , 4 6 5 2 8 4 1 , I I N O T A C E R P E D I I N O T A C E R P E D L A T O T T N E M E V O R P M I D N A L L A E R - I I I E L U D E H C S T S O C I L A T N I I T N E U Q E S B U S O T I I N O T S U Q C A I I G N D L U B I & T N E M E V O R P M I D N A L I I I I S E R A D S B U S D N A N O T A R O P R O C Y T L A E R O C M K I , 3 6 2 0 8 6 3 4 , , 6 1 5 8 7 6 7 , , 3 3 9 6 5 9 3 1 , , 8 5 4 9 6 5 8 3 , , 0 2 8 6 9 6 7 , , 2 9 1 7 3 1 0 1 , , 6 3 7 8 9 3 9 3 , , 7 5 8 2 8 5 1 , , 1 8 5 8 7 6 5 3 , , 9 3 5 0 4 7 8 , , 0 3 8 8 9 0 1 , - 3 1 9 2 3 1 , , 8 5 8 2 1 4 5 , 9 6 7 9 1 9 , , 5 9 5 8 9 1 0 1 , , 8 8 7 5 8 9 2 , , 3 2 8 6 5 6 3 , , 9 7 7 8 5 3 1 5 , , 5 5 2 8 9 1 3 3 , , 4 2 5 0 6 1 8 1 , , 3 6 7 5 5 0 5 1 , , 5 1 6 1 1 6 0 1 , , 8 4 1 4 4 4 4 , , 8 5 4 9 6 5 8 3 , , 1 9 1 1 9 6 9 2 , , 6 6 2 8 7 8 8 , , 5 0 1 0 7 2 0 1 , , 7 5 2 6 0 9 7 , , 8 4 8 3 6 3 2 , , 8 7 6 9 0 1 3 1 , , 8 0 4 7 5 0 1 1 , , 0 7 2 2 5 0 2 , , 1 3 3 7 9 5 9 4 , , 8 6 0 4 9 1 6 3 , , 2 6 2 3 0 4 3 1 , , 2 6 3 7 9 3 2 1 , , 2 3 0 7 7 6 0 1 , , 6 2 6 2 0 5 2 , , 1 0 1 2 0 0 2 , 5 2 5 0 0 5 , - 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, 1 8 4 8 7 2 5 , , 0 0 0 0 0 9 1 , , 3 1 8 3 0 8 9 1 , - , 3 1 8 3 0 8 9 1 , , 0 4 5 7 9 1 8 , , 5 4 1 4 5 2 5 , , 6 6 6 3 9 0 4 , , 4 0 9 4 8 5 2 3 , 1 9 0 9 0 5 , , 2 7 0 4 5 1 1 , , 0 4 5 2 3 9 6 , , 6 1 7 3 7 6 4 , , 5 8 6 1 5 4 3 1 , , 3 6 2 1 5 9 2 1 , , 6 7 9 8 3 7 3 3 , , 4 3 4 9 7 4 8 2 , , 7 5 7 2 0 6 4 , , 8 3 4 2 1 7 2 , , 9 1 3 0 9 8 1 , , 6 5 2 6 0 6 1 1 , , 1 1 9 8 8 5 0 1 , , 5 4 3 7 1 0 1 , , 7 4 4 3 8 6 4 , , 2 5 7 7 4 3 2 , , 9 9 1 1 3 0 7 , , 5 6 5 1 0 9 5 , , 0 7 6 6 0 7 1 , , 9 6 1 1 1 7 3 , , 5 4 6 1 1 2 1 , , 5 1 3 8 1 9 2 , , 5 1 3 8 1 9 2 , , 0 6 2 0 8 8 1 , , 8 2 4 1 9 5 5 , , 5 4 9 1 2 9 4 , 3 7 8 5 3 , 1 5 6 0 7 3 , 8 3 1 8 6 6 , 3 9 1 6 7 1 , 1 1 0 4 0 7 , 4 4 8 6 4 5 , 1 1 0 4 0 7 , 6 4 8 8 5 4 , , 0 7 0 1 3 0 7 , , 5 5 1 4 6 8 3 , , 5 2 2 5 9 8 0 1 , , 5 1 1 5 6 3 9 , , 4 3 6 9 2 1 1 , - - 8 9 9 7 8 , 3 8 4 9 6 6 , , 1 1 1 0 3 5 1 , 7 5 1 0 1 , 5 7 8 1 4 6 , , 9 7 9 3 1 9 8 , 2 2 5 3 2 1 , 6 9 3 5 6 7 , 4 7 6 2 1 5 , , 3 9 6 4 7 4 7 , , 0 5 8 4 8 4 7 , , 0 5 8 4 8 4 7 , , 9 2 5 0 9 5 4 , , 8 0 5 4 0 5 3 1 , , 0 2 3 7 7 9 1 1 , - 3 2 7 2 5 2 , , 8 8 1 7 2 5 1 , - - 8 7 7 1 1 8 , 7 2 9 0 0 5 , , 5 5 4 0 1 5 2 , , 0 0 0 0 0 9 1 , 2 2 4 0 0 5 , , 2 4 5 9 5 2 5 , , 0 6 4 8 4 3 3 , , 6 5 9 2 2 3 4 , , 2 6 1 9 3 0 1 , , 4 9 4 4 6 1 0 1 , 3 1 2 4 5 1 , , 6 6 0 2 0 8 1 , , 4 7 6 8 0 1 2 , , 4 8 8 5 3 3 2 , , 3 3 9 6 3 9 7 , - 1 5 5 3 3 , 7 5 0 3 6 , 2 3 9 7 3 3 , , 5 3 7 6 1 0 4 , - 0 5 3 7 7 , 3 4 3 5 2 , 7 4 9 6 5 4 , , ) 3 0 9 4 9 6 2 ( , 3 8 4 8 8 5 , , 2 1 2 8 9 2 3 , , 0 6 5 3 0 4 2 , ) 5 2 4 5 8 4 ( , ) 1 9 0 7 7 5 ( , 5 7 5 7 8 5 , , 2 8 3 8 8 4 9 , - , 0 8 8 6 6 8 1 1 , , 2 1 7 7 1 9 2 1 , , 1 0 5 1 4 1 8 2 , , 1 8 3 9 4 6 2 , , 9 1 3 0 9 8 1 , , 6 7 1 2 7 5 6 , , 5 4 3 7 1 0 1 , , 9 2 1 6 2 8 5 , , 5 1 3 8 1 9 2 , , 8 9 9 4 6 4 4 , 8 6 6 8 7 6 , , 5 7 7 4 6 7 2 , , 1 3 6 6 7 7 8 , , 0 2 7 7 2 1 1 , - 3 8 4 9 6 6 , - 2 7 9 6 7 4 , , 1 1 1 0 3 5 1 , , 8 0 1 9 7 6 8 , , 0 9 2 1 8 0 5 , 9 9 0 8 9 9 , - 3 2 7 2 5 2 , , 8 8 1 7 2 5 1 , 5 2 5 0 0 5 , - 5 2 5 0 0 5 , , 0 3 3 0 2 7 1 , , 0 4 2 1 0 5 6 , , 8 0 9 9 5 0 2 , 1 2 5 5 0 8 , - 2 2 4 0 0 5 , , 7 1 2 9 7 4 1 , - - 9 1 5 0 3 2 , , 4 7 3 0 1 0 1 , , 4 6 9 9 7 1 , 4 9 8 3 9 3 2 , , 5 5 4 0 1 5 2 , - - , 8 7 7 1 1 8 , 5 5 5 2 4 8 , 0 0 0 0 0 9 1 , 2 2 4 0 0 5 , , 2 4 5 9 5 2 5 , 9 2 1 0 9 7 , - 2 6 9 1 8 1 , , 0 9 9 5 7 5 4 , , 8 2 9 3 8 7 6 , , 9 4 1 9 4 0 5 , 9 0 4 9 4 3 , 1 7 3 3 2 4 , 3 6 4 3 8 1 , 7 1 2 5 0 4 , , 1 1 9 3 8 1 1 , , 1 3 0 5 7 6 1 , , 3 7 8 3 1 8 3 , , 0 1 6 9 2 2 1 , , 0 3 2 4 5 5 9 , H C N A R B Y R E W O L F - S E P P O H S E G A L L V I I T E K R A M E L L V E C N E R W A L I G N S S O R C S K R O F E V F I E G D R B I S E N Y A H T A T E K R A M I E G A L L V Y R B M E A T S U G U A R E T N E C G N P P O H S I E L A D H T U O S A Z A L P M A H T A H C H A N N A V A S I E V L C I G N S S O R C O R T E M . V E D E R U T U F ) M A H S R O H ( A P M A N I S E N O M S E D O O L R E T A W E U Q U B U D I E C A L P A N A M R E G T S E W 8 0 1 Y W H W N , E K A L L A T S Y R C A Z A L P K R A P S R E N W O D . T S I L E N , I N G A P M A H C N O T S L E E V O R G R E N W O D K R A P T S E R O F I N G L E E K A L . N , A R O R U A N O T G N M O O L B I . C S . I E L L V E L L E B I Y T C T E M U L A C I E D S Y R T N U O C O G A C H C I Y E L D A R B N W A L K A O F O E C A L P T E K R A M M E L R A H . S , K R A P D N A L R O A Z A L P H C A E B E K A L D N U O R I G N S S O R C D R O F K C O R L W O B E T A T S E E R F E R A U Q S I S L L H N R O H T W A H D O O W M A E R T S C R K I L A V T S E F E V O R G D O O W A Z A L P N A G E K U A W . T S H G H I . S , D N E B H T U O S K R A P D N A L R E V O D O O W N E E R G I E K O K S I A Z A L P R A D N O M M A H N O T G N X E L I E U V E L L E B E C A R R E T K O O R B K A O N W A L K A O I A R O E P A Z A L P H C R U Z E K A L I I R E E D L K T A S P O H S E K A L . S , I N E L E D N U M T C E P S O R P . T M A V E N E G I E G D R R O N I E L L V R E P A N E G U O R N O T A B - E X D N N W I I I L E C R A P T U O A Z A L P E K A L N E R P I A Z A L P R O D A S S A B M A K N A B T S E W T A E R T N E C E T T E Y A F A L E K A L N E R P I e e f - . . . C S D A O R E L L V E L L E B I . D R E L L V L L E B I , S T H W I E V R A F I 102 F O E T A D I N O T C U R T S N O C ) C ( 2 7 9 1 8 6 9 1 4 7 9 1 4 0 0 2 ) A ( 0 1 0 2 0 1 0 2 3 1 0 2 4 9 9 1 0 0 0 2 3 1 0 2 2 1 0 2 2 0 0 2 3 0 0 2 3 0 0 2 1 1 0 2 3 1 0 2 3 0 0 2 9 9 9 1 8 0 0 2 5 9 9 1 5 0 0 2 3 0 0 2 1 1 0 2 1 1 0 2 1 1 0 2 3 0 0 2 2 1 0 2 3 0 0 2 3 0 0 2 1 0 0 2 8 0 0 2 3 1 0 2 3 9 9 1 6 9 9 1 5 0 0 2 5 0 0 2 3 9 9 1 2 1 0 2 5 8 9 1 5 0 0 2 3 9 9 1 3 9 9 1 5 0 0 2 6 0 0 2 5 0 0 2 8 9 9 1 7 9 9 1 8 9 9 1 8 9 9 1 8 9 9 1 7 9 9 1 8 0 0 2 8 9 9 1 4 9 9 1 2 0 0 2 8 9 9 1 8 9 9 1 7 9 9 1 7 9 9 1 7 9 9 1 7 9 9 1 8 9 9 1 2 1 0 2 8 0 0 2 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - , 8 7 1 4 3 1 1 , , 4 5 9 4 7 6 8 , , 2 2 5 8 3 7 9 , - - - , 0 6 2 3 9 3 4 , , 3 2 5 3 6 3 6 , , 9 4 6 4 6 2 8 , , 2 9 7 8 3 1 9 , , 2 3 6 0 8 8 4 1 , - - - - - - - - , 2 2 1 2 0 3 6 , 2 2 6 9 9 , 5 9 1 7 0 2 , , 2 1 2 4 2 2 5 1 , , 7 5 8 3 0 8 5 1 , , 3 7 1 8 7 0 2 2 , , 1 3 0 7 0 7 2 1 , , 9 8 4 3 1 7 4 , , 5 9 8 3 2 5 7 , , 6 6 3 0 3 3 5 1 , - - - - , 3 2 2 6 8 5 2 , , 5 4 2 0 2 3 7 , 1 2 7 5 2 4 , , 6 6 5 5 7 9 1 , , 3 7 0 4 6 0 1 , , 8 1 2 8 1 1 8 , , 7 5 6 0 4 7 0 1 , , 5 5 1 0 3 6 5 1 , - - - - - , 9 0 1 1 0 2 5 , 2 5 5 3 1 6 , 9 5 7 7 4 1 , , 6 0 7 4 1 0 7 , , 8 7 4 9 0 9 9 2 , , 9 3 5 3 1 3 8 3 1 , , 8 6 1 2 9 5 1 , , 3 9 7 9 0 5 4 1 , , 9 2 5 9 6 9 9 1 , , 0 0 0 0 5 2 1 , , 0 3 6 4 4 6 8 , , 9 0 1 9 9 1 1 1 , , 3 6 4 0 1 5 5 , , 0 7 4 9 3 4 1 , , 1 1 9 8 3 6 4 , 4 2 4 1 0 1 , 4 1 1 1 3 9 , 0 0 8 1 2 7 , , 8 1 7 7 9 3 2 , , 4 5 0 4 4 5 4 , , 8 6 9 6 2 3 2 1 , I I N O T S U Q C A I D E T A L U M U C C A D E T A L U M U C C A & F O E T A D , T S O C L A T O T F O T E N I G N D L U B I I I N O T A C E R P E D D E T A L U M U C C A D N A E T A T S E 3 1 0 2 , 1 3 R E B M E C E D , 8 0 9 3 9 4 2 1 , , 3 4 3 8 0 2 3 1 , , 2 5 5 8 6 3 2 , , 4 9 8 6 7 5 5 1 , , 8 6 5 0 9 9 0 1 , , 6 2 3 6 8 5 4 , S E C N A R B M U C N E I I N O T A C E R P E D I I N O T A C E R P E D L A T O T T N E M E V O R P M I D N A L I I I I S E R A D S B U S D N A N O T A R O P R O C Y T L A E R O C M K I 0 4 7 6 , , 0 1 1 7 9 6 1 , , 4 8 6 1 4 1 4 , , 3 3 6 5 3 4 1 1 , , 8 9 9 9 3 1 8 , , 5 3 6 5 9 2 3 , , 0 0 0 0 0 4 4 , , 0 6 1 9 3 3 3 , , 0 4 8 0 6 0 1 , , 7 0 2 5 0 5 0 1 , , 3 8 0 4 5 7 9 , 4 2 1 1 5 7 , , 4 5 7 3 1 6 1 1 , , 6 8 5 9 2 3 0 1 , , 8 6 1 4 8 2 1 , , 9 0 7 7 8 3 5 1 , , 7 5 5 5 9 1 1 1 , , 2 5 1 2 9 1 4 , , 6 3 3 7 8 4 6 , , 4 3 9 7 5 5 4 , , 2 0 4 9 2 9 1 , , 4 2 8 3 7 3 8 1 , , 2 5 7 6 9 7 5 1 , , 3 7 0 7 7 5 2 , , 4 0 1 9 4 3 3 , 7 7 0 7 0 5 , 4 1 2 5 8 1 , , 2 1 6 9 4 1 3 , 0 2 1 5 7 , 3 4 1 8 3 2 , 8 2 8 1 6 5 , 0 3 5 7 2 9 , , 5 8 6 5 8 9 , 1 8 4 9 4 5 2 , , 6 0 1 0 0 5 8 , , 9 8 3 4 8 3 1 , 1 1 8 6 0 1 , , 8 9 6 4 1 9 5 , 4 6 9 3 7 6 , 2 7 5 3 9 9 , 8 4 0 9 4 5 , , 5 6 2 4 2 1 7 1 , , 9 8 5 9 9 5 7 , 5 3 2 5 3 4 , 0 9 9 0 3 1 , 8 4 7 7 2 5 , , 2 2 8 8 9 2 5 , - , 3 7 1 2 4 7 5 , , 5 9 9 5 1 1 5 , 7 5 1 9 2 8 , 8 9 5 7 9 5 , , 0 7 6 2 4 6 3 , , 3 2 4 8 6 3 1 , , 1 8 7 4 5 6 1 , 9 5 4 7 3 2 , , 5 8 9 9 3 1 3 , , 8 8 7 5 0 4 8 , - 4 2 4 1 0 1 , - , 9 7 1 1 7 3 1 , , 5 4 7 6 4 3 3 , , 3 8 1 7 9 9 2 , , 0 1 1 0 1 8 1 , , 5 8 8 0 7 1 1 , , 2 8 1 2 9 7 8 , , 5 5 3 5 5 6 6 1 , , 7 2 7 3 2 6 6 1 , , 1 3 5 5 3 5 1 , , 3 7 9 6 6 8 , 6 4 0 6 1 3 3 1 , , 3 2 8 6 5 7 7 , , 8 2 6 9 6 7 2 1 , 8 3 3 5 4 4 , 2 4 7 4 7 1 , 1 7 3 2 6 3 , 3 6 9 5 3 1 , 7 6 9 2 8 , 9 7 7 8 3 , - 7 4 2 4 , 1 7 3 2 6 3 , 6 1 7 0 3 1 , 7 6 9 2 8 , 9 7 7 9 3 , , 2 7 4 0 3 8 3 2 , , 2 7 4 4 6 3 9 1 , , 5 1 7 2 9 6 3 1 , , 2 4 9 3 6 8 8 , , 9 6 9 2 6 2 7 , , 9 7 0 8 1 0 7 , 0 9 8 4 4 2 , , 4 7 7 8 2 8 4 , , 5 8 6 5 6 3 6 1 , , 5 8 4 8 6 7 1 1 , , 0 0 2 7 9 5 4 , , 3 0 7 5 0 0 3 2 , , 5 7 0 8 6 8 9 1 , , 8 2 6 7 3 1 3 , - , 5 8 6 5 1 2 2 1 , , 0 0 0 6 6 4 4 , 2 6 5 9 4 3 , 0 8 5 4 7 2 , 1 1 9 3 0 3 , , 9 0 3 9 3 3 3 , , 9 5 3 5 3 0 1 , , 9 9 0 4 5 8 3 , 5 4 5 0 3 2 , ) 5 9 8 7 5 8 ( , , 4 7 5 6 9 4 0 1 , , 3 3 9 8 9 5 1 , - - 2 6 5 4 3 4 , ) 7 4 2 3 0 5 ( , ) 7 0 0 9 2 ( , 7 0 7 8 3 9 , , 0 0 8 0 7 8 2 , , 0 0 2 9 7 2 1 , 7 6 0 6 , , 5 7 0 8 6 8 9 1 , , 4 3 5 7 8 7 6 , , 8 2 6 7 3 1 3 , , 4 7 0 0 9 1 3 , 0 9 8 4 4 2 , , 0 5 2 8 9 3 1 , , 7 6 3 2 2 2 0 2 , , 8 6 9 0 0 1 1 , , 1 2 2 0 7 3 1 , , 9 3 3 7 7 3 2 1 , , 0 0 0 6 6 4 4 , 2 6 5 9 4 3 , 0 8 5 4 7 2 , 1 1 9 3 0 3 , , 9 0 3 9 3 3 3 , , 0 3 8 5 8 7 7 , , 9 5 3 5 3 0 1 , , 8 2 6 9 6 7 2 1 , , 9 9 0 4 5 8 3 , , 7 7 5 4 8 2 5 , , 7 7 1 9 7 2 2 , , 4 5 7 3 6 5 7 , , 7 7 5 4 8 2 5 , , 7 7 1 9 7 2 2 , , 4 4 7 3 3 0 7 4 , , 9 4 5 2 0 7 9 3 , , 5 9 1 1 3 3 7 , , 6 4 7 0 5 7 6 1 , , 8 9 9 2 8 2 4 2 , , 0 0 0 0 0 0 6 , 9 4 7 8 7 2 , , 7 8 7 8 4 0 1 , , 8 2 1 3 1 9 5 4 1 , , 8 8 6 3 1 8 , 1 2 6 1 2 2 , 7 3 3 2 4 6 2 0 1 , , 6 1 9 9 1 1 2 , , 3 8 0 6 1 7 1 , 7 2 1 7 5 , 9 9 0 5 3 2 , 3 3 8 3 0 4 , , 2 9 7 0 7 2 3 4 , , 1 5 3 8 6 2 5 2 , , 1 6 7 8 2 3 8 1 , , 9 8 5 9 3 9 6 , , 0 0 0 0 5 2 1 , - , 0 0 0 0 5 2 1 , - 7 2 3 4 8 , 1 2 3 1 6 2 , - 2 5 7 3 9 , , 8 2 6 8 8 1 2 6 3 9 3 7 , 1 2 6 1 2 2 , , 1 3 9 4 6 7 1 0 1 , , 1 3 3 2 2 6 1 , 7 2 1 7 5 , , 9 9 0 5 2 2 3 3 8 3 0 4 , , 6 7 8 6 8 8 3 4 , - , 7 2 7 8 4 1 8 1 , , 6 9 9 0 3 9 6 , , 0 0 0 0 5 2 1 , , 2 8 2 1 4 9 6 1 , , 1 1 5 6 1 3 5 1 , , 0 2 6 9 3 3 6 , , 9 7 8 5 7 1 6 , , 5 2 6 0 6 7 3 1 , , 5 7 5 0 6 4 1 1 , , 8 6 0 7 3 0 2 , , 9 1 6 7 7 9 1 , , 1 7 7 4 2 6 1 , , 9 6 3 8 3 7 8 , , 2 4 1 8 7 5 6 , , 1 7 7 4 2 6 1 , 0 5 4 9 5 , , 0 4 7 3 6 1 , 0 5 0 0 0 3 2 , , 8 6 9 0 1 2 2 , , 0 3 7 9 4 2 5 , , 5 7 2 7 4 1 1 , 0 5 1 6 2 9 , 9 7 2 4 1 7 , 0 4 7 3 6 1 , 5 1 5 5 7 1 , , 7 0 6 9 4 2 9 , , 0 5 0 0 0 3 2 , , 2 8 5 1 8 2 8 , , 6 5 1 3 8 1 7 , , 6 3 5 9 9 2 2 , , 1 5 7 0 2 1 2 , , 1 8 5 6 7 3 2 , , 1 8 0 5 8 9 1 , , 7 7 1 5 3 6 2 , , 1 7 4 8 6 4 2 , , 9 3 0 4 8 6 7 , , 2 4 6 2 3 2 6 , 4 2 4 1 0 1 , , 5 8 7 8 7 1 , 0 0 5 1 9 3 , 6 0 7 6 6 1 , 6 2 4 8 9 0 1 , , 7 9 3 1 5 4 1 , , 6 5 7 2 3 7 0 2 , , 8 7 2 0 5 0 7 1 , , 8 7 4 2 8 6 3 , - , 3 3 4 7 5 6 2 , , 3 3 9 4 9 1 1 , , 1 8 5 6 2 0 1 , , 8 7 2 7 7 8 1 , 9 7 3 6 2 4 , , 8 1 2 0 2 3 2 , - 8 1 8 5 2 9 , 0 0 5 8 5 9 , 3 9 1 1 9 5 , 4 2 4 1 0 1 , , 5 8 7 8 7 1 , 0 0 5 1 9 3 , 6 0 7 6 6 1 , 3 2 7 5 2 5 4 , , 6 2 4 8 9 0 1 , , 3 6 2 6 0 8 5 , , 7 9 3 1 5 4 1 , , 0 6 0 0 3 7 4 1 , , 8 7 4 2 8 6 3 , L A E R - I I I E L U D E H C S T S O C I L A T N I I , 7 0 2 5 1 3 7 , , 3 3 7 4 4 0 5 , - 6 4 4 3 8 , , 5 2 9 5 3 0 1 1 , - 2 9 9 3 5 1 , 2 9 8 3 5 3 , T N E U Q E S B U S O T I I N O T S U Q C A I I G N D L U B I & T N E M E V O R P M I D N A L , 7 0 0 6 3 8 0 1 , , 5 9 8 6 8 5 4 , , 2 4 9 5 8 7 7 , , 9 9 7 5 9 2 3 , , 0 6 1 9 3 3 3 , , 0 3 8 7 4 5 2 , , 3 5 8 4 8 2 5 , , 0 4 8 0 6 0 1 , 0 7 1 2 4 6 , , 8 6 1 4 8 2 1 , , 1 1 1 2 1 1 1 1 , , 2 5 1 2 9 1 4 , , 4 3 9 7 5 5 4 , , 2 0 4 9 2 9 1 , , 2 6 8 9 6 8 5 , , 8 3 0 8 6 4 1 , , 2 5 2 8 4 4 8 8 , , 4 6 6 8 6 4 0 1 , , 6 0 7 3 2 9 , 7 2 7 2 2 9 6 1 , , 7 5 8 1 7 6 4 , , 9 6 2 4 6 4 2 , , 0 7 3 2 9 3 1 1 , , 3 0 7 6 1 7 9 , , 6 2 1 6 3 1 7 , , 2 1 3 5 7 1 6 , 3 7 9 2 4 1 , 5 0 4 1 9 , 8 7 3 4 3 2 , 8 7 3 4 3 2 , , 6 9 3 4 0 5 7 , , 8 4 0 8 1 6 3 , , 3 4 4 2 2 1 1 1 , , 3 4 1 1 9 3 9 , , 8 5 2 1 9 3 7 , , 9 1 0 4 5 2 3 , , 7 7 2 5 4 6 0 1 , , 7 9 8 9 0 7 8 , , 2 4 8 2 5 5 0 1 , , 1 9 6 0 5 8 2 1 , , 2 3 5 3 0 4 3 2 , , 2 3 5 3 0 4 3 2 , , 6 6 6 8 6 4 2 , , 7 7 2 2 5 3 1 , , 4 4 9 0 2 8 3 , , 7 6 1 6 4 2 3 , , 7 5 9 4 5 0 3 , , 9 7 2 2 1 4 1 , , 7 3 2 7 6 4 4 , , 2 8 0 6 1 0 4 , , 2 6 1 6 5 5 8 , , 7 0 1 6 7 2 8 , , 0 7 2 2 3 8 6 1 , , 7 5 8 9 9 7 5 1 , - 4 1 8 0 6 9 , , 7 6 6 5 7 6 1 , , 0 0 3 1 3 7 1 , , 0 8 3 5 3 9 1 , - 7 7 7 4 7 5 , , 5 5 1 1 5 4 , 8 8 1 2 0 3 0 1 , 0 4 3 7 5 9 , 2 4 8 2 3 1 , 5 0 9 5 1 6 , - 5 7 9 2 4 4 , 1 5 1 9 0 9 , , 6 7 9 4 7 2 , 7 2 5 9 9 6 3 1 , , 8 4 8 7 3 8 3 , 8 7 3 4 3 2 , - , 3 2 6 5 7 4 5 , , 8 9 5 4 4 0 1 , , 1 0 1 1 5 9 8 , , 7 6 3 8 2 7 1 , , 6 4 7 0 0 8 7 , , 5 0 0 4 0 7 9 , , 1 9 1 1 7 9 2 , 0 1 5 3 0 5 , - , 7 7 7 4 7 5 9 7 8 5 2 1 , , 0 8 3 5 3 9 1 , , 3 1 4 2 3 0 1 , , 0 4 3 4 4 3 1 1 , , 4 1 5 5 5 4 4 , , 6 1 4 2 3 0 1 , , 9 7 9 0 7 3 5 0 1 , , 4 8 6 5 8 7 6 7 , , 6 9 2 5 8 5 8 2 , , 0 6 6 6 8 0 0 1 , , 4 2 0 9 9 6 6 6 , , 6 9 2 5 8 5 8 2 , , 1 9 4 6 0 2 2 , 3 2 6 9 1 2 , , 4 1 1 6 2 4 2 , , 8 1 5 3 4 5 1 , 6 9 5 2 8 8 , , 5 4 1 2 3 6 3 7 3 1 1 9 , 6 9 5 2 8 8 , A Z A L P I I E R A R P N E D E 6 8 7 1 4 9 , 8 2 0 9 4 2 , , 4 1 8 0 9 1 1 , 5 5 8 8 5 7 , 0 6 9 1 3 4 , 4 5 8 8 5 7 , - , 0 6 9 1 3 4 O M , D N A L D E P O L E V E D R E D N U - S E L R A H C . T S 7 8 5 8 3 3 , 7 1 6 1 1 2 , 4 0 2 0 5 5 , , 4 0 2 0 5 5 , 6 9 5 6 2 0 7 , , 5 0 4 9 7 4 2 , , 1 0 0 6 0 5 9 , , 8 2 3 0 0 6 8 , , 6 1 5 4 2 2 5 , , 6 1 1 8 6 6 2 , , 2 3 6 2 9 8 7 , , 5 4 5 3 8 0 7 , , 7 8 3 6 4 3 3 , , 6 3 6 2 2 3 2 , , 3 2 0 9 6 6 5 , , 3 2 0 9 6 6 5 , - , 0 8 5 8 7 7 3 , , 0 4 8 7 2 8 2 , , 0 2 4 6 0 6 6 , , 0 2 4 6 0 6 6 , , 2 4 9 9 0 9 2 , , 2 4 9 9 0 9 2 , , 2 4 9 9 0 9 2 , - - - 4 7 6 5 0 9 , - 7 8 0 9 0 8 , - 4 0 2 0 5 5 , , 2 4 9 3 3 9 4 , , 6 8 3 6 6 6 3 , 6 4 3 0 4 7 , 4 8 6 9 4 8 , 8 9 2 3 4 1 , , 1 3 0 3 5 6 2 , , 4 1 5 0 3 4 4 , , 7 7 6 8 2 9 4 , , 6 3 7 6 5 7 5 , , 4 4 6 6 6 7 2 , , 5 6 4 7 6 3 3 1 , , 8 8 0 6 1 0 8 , , 4 5 5 3 8 3 1 2 , , 2 3 5 9 7 4 8 1 , , 2 2 0 4 0 9 2 , , 1 8 1 2 5 6 7 , , 8 7 7 5 8 9 0 1 , - - - 4 7 6 5 0 9 , - 7 8 0 9 0 8 , , 5 9 5 5 4 7 2 , , 0 5 2 4 3 2 6 , , 6 2 8 6 0 6 9 , , 6 7 0 1 4 8 5 1 , , 2 8 3 7 7 2 4 1 , , 4 9 6 3 6 5 1 , , 3 2 4 5 3 2 7 , , 9 5 4 3 2 4 7 , , 4 9 1 2 8 1 1 , . D V L B Y T S R H C I , I S U O L . T S S E L R A H C . T S C R K L E C R A P T R A M K D N A L R E V O I S U O L I S U O L S R E T E P . T S . T S . T S I D L E F G N R P S I , 9 3 1 7 3 8 1 , 3 7 0 2 3 9 , , 2 1 2 9 6 7 2 , , 2 1 2 9 6 7 2 , , 6 5 3 8 6 3 8 3 , , 4 5 6 6 3 5 6 , , 0 1 0 5 0 9 4 4 , , 9 2 1 4 5 7 4 3 , , 2 4 6 1 1 2 4 2 , , 5 4 4 4 1 3 1 , , 7 8 0 6 2 5 5 2 , , 7 8 5 9 4 2 7 1 , , 6 8 0 0 4 5 4 , , 1 6 8 8 6 3 2 , , 8 4 9 8 0 9 6 , , 6 9 6 9 8 9 5 , 1 5 2 9 1 9 , - , 1 8 8 0 5 1 0 1 , , 0 0 5 6 7 2 8 , , 9 1 4 0 6 1 2 , - , 9 2 7 9 6 3 3 3 , , 6 1 7 8 1 4 2 , - 3 9 7 8 0 6 , , 7 8 5 9 4 2 7 1 , , 1 8 9 0 7 5 3 , - . E V A E N O T S N E L G D L E F G N R P S I I , 1 5 2 9 1 9 , , 0 0 5 6 7 2 8 , , 1 8 2 5 3 5 1 1 , I E G A L L V K O O L R E V O K E E R C E L T R U T E T T O L R A H C I R E T N E C G N P P O H S Y R U B S W E R H S I N O T G N R R A B T A E R G . C S . E R A U Q S N E D W O N S A Z A L P I L L H Y T T U P I G N D L U B I K N A B N O T N L C I E K A L E D L I W R E K L A W I I - E X D N N W I A Z A L P E D S T S A E I K L A W U O Y A B L W O B N O T N L C I . . R T C P O H S I I I G N S S O R C A B M U L O C I X X A M T J A N A B R U T A S E G A L L V I A Z A L P N A W A H S G R U B S R E H T A G I L E R U A L L E R U A L A Z A L P I S L L M S G N W O I / D Y T R U O C T R U O C D L O - T R U O C E R T N E C I K N A B / L A T E R - T R U O C E R T N E C I T N A G - T R U O C E R T N E C L L A H Y R R E P I R E T N E C G N P P O H S M U N O M T I I E N O T S E R F I F R O D L A W E C A L P N O S W O T L W O B F R O D L A W A Z A L P I E D S L L A M E M , R O G N A B T E E R T S R E T A W D U O R T S A Z A L P P W T N O T N A C E K A L I E T H W N O S W A L C A Z A L P P W T N O T N L C I D N A L T N A C A V - T N L F I N O T G N M R A F I A Z A L P S O M E K O N O G E K S U M R O L Y A T R E K L A W I A N O V L I I / E V L O T S E R C D O O W R U E O C E V E R C , I R E T N E C G N P P O H S T N O P H T R O N I . R D D N A L O N , E C N E D N E P E D N I I M , I Y T C L A T S Y R C I Y T C S A S N A K D O O W K R K I I S O V A R G Y A M E L S E K A L R O B R A T A S N A T N U O F I A Z A L P I E L L V E S O R 103 F O E T A D I N O T C U R T S N O C ) C ( 1 0 0 2 1 0 0 2 3 0 0 2 9 6 9 1 5 0 0 2 5 8 9 1 1 0 0 2 2 7 9 1 ) A ( 6 8 9 1 0 0 0 2 1 1 0 2 2 1 0 2 2 1 0 2 6 9 9 1 2 1 0 2 1 1 0 2 3 0 0 2 8 0 0 2 7 0 0 2 3 9 9 1 1 1 0 2 1 1 0 2 8 0 0 2 8 0 0 2 4 0 0 2 5 0 0 2 6 9 9 1 6 9 9 1 1 1 0 2 3 1 0 2 3 1 0 2 3 1 0 2 3 1 0 2 8 0 0 2 2 0 0 2 4 0 0 2 5 0 0 2 9 0 0 2 4 9 9 1 8 9 9 1 3 9 9 1 5 0 0 2 7 0 0 2 4 9 9 1 9 0 0 2 8 9 9 1 8 9 9 1 9 0 0 2 6 0 0 2 6 0 0 2 7 0 0 2 6 0 0 2 3 0 0 2 4 0 0 2 4 0 0 2 4 0 0 2 6 0 0 2 2 1 0 2 8 9 9 1 6 0 0 2 7 0 0 2 4 0 0 2 3 1 0 2 3 1 0 2 , 8 5 3 3 7 1 3 1 , - - - - - - - , 1 7 9 7 9 7 8 , , 3 6 7 3 1 7 4 , , 3 0 2 4 3 9 4 2 , , 5 8 5 3 3 3 7 1 , - - - - - - - - - - - - - - - - - - - - - S E C N A R B M U C N E , 6 8 5 9 7 8 5 2 , , 3 0 7 1 2 6 8 1 , - - , 8 5 7 0 7 6 6 2 , , 2 3 6 7 4 5 0 1 , - - - - - - - - , 8 0 7 1 7 5 2 , , 6 3 3 1 9 3 3 , I I N O T S U Q C A I D E T A L U M U C C A D E T A L U M U C C A & F O E T A D , T S O C L A T O T F O T E N I G N D L U B I I I N O T A C E R P E D D E T A L U M U C C A D N A E T A T S E 3 1 0 2 , 1 3 R E B M E C E D L A E R - I I I E L U D E H C S T S O C I L A T N I I I I I I S E R A D S B U S D N A N O T A R O P R O C Y T L A E R O C M K I , 2 0 0 4 8 5 2 , , 1 4 1 8 1 7 7 , , 3 4 1 2 0 3 0 1 , , 3 4 1 2 0 3 0 1 , I I N O T A C E R P E D I I N O T A C E R P E D L A T O T T N E M E V O R P M I D N A L , 4 1 2 0 0 7 3 , , 2 6 8 8 0 1 1 , , 7 7 0 9 0 8 4 , , 3 0 2 1 1 8 2 1 , , 3 5 0 7 6 5 0 1 , , 7 3 4 7 3 5 7 , 3 7 3 2 4 7 , , 7 4 9 2 8 5 4 1 9 6 0 3 , , 6 7 5 3 5 5 3 1 , , 1 5 3 4 4 8 7 , , 0 0 0 0 5 1 1 1 , , 3 1 2 1 4 0 4 , , 3 1 4 1 3 3 7 , , 1 8 8 9 0 4 1 1 , , 2 9 5 6 4 1 7 , , 0 1 7 5 7 1 5 1 , , 3 1 1 1 0 6 4 2 , , 4 5 0 5 8 3 4 , 4 6 4 0 3 6 , , 7 2 9 9 7 3 2 , , 6 4 6 1 3 5 1 1 , , 3 7 1 6 0 8 5 1 , , 6 2 6 3 3 8 5 , , 5 2 7 0 1 0 2 , , 6 4 8 8 4 6 9 , , 0 0 8 2 8 8 1 , , 0 4 6 7 2 8 2 1 , , 3 3 5 8 7 9 2 , , 0 4 0 1 8 9 6 2 , , 0 4 3 3 0 0 5 1 , , 0 0 7 7 7 9 1 1 , 5 9 3 9 1 5 , - 5 9 3 9 1 5 , - 5 9 3 9 1 5 , , 8 4 0 1 5 7 7 1 , , 5 2 6 8 2 9 3 , , 4 7 6 9 7 6 1 2 , , 5 6 8 9 0 2 6 1 , , 9 0 8 9 6 4 5 , , 2 9 2 2 1 2 5 3 , , 8 6 2 2 0 0 7 , , 0 6 5 4 1 2 2 4 , , 9 5 7 8 8 5 0 3 , , 1 0 8 5 2 6 1 1 , - 4 6 8 7 6 7 , , 5 9 6 3 4 1 2 , , 7 8 5 8 1 8 3 , T N E U Q E S B U S O T I I N O T S U Q C A I I G N D L U B I & T N E M E V O R P M I D N A L , 8 9 7 5 6 5 5 , - , 2 3 3 2 4 9 , ) 9 7 8 3 1 6 ( , 0 0 0 0 0 5 , 0 7 2 7 9 0 2 , - ) 7 2 2 2 3 ( , , ) 4 4 0 4 5 2 ( 1 0 7 4 5 , ) 9 3 3 3 0 4 ( , , 5 4 3 6 3 7 4 , , 1 8 8 8 9 0 3 , , 3 1 4 1 3 3 7 , , 6 2 6 3 3 8 5 , , 1 3 2 2 9 2 0 1 , , 6 7 5 1 5 5 7 , , 7 6 8 9 5 8 2 1 , , 3 0 7 8 7 7 9 1 , - 4 6 8 7 6 7 , , 4 2 2 5 7 8 3 , , 7 8 5 8 1 3 3 , , 5 2 7 0 1 0 2 , , 0 0 8 2 8 8 1 , , 3 3 5 8 7 9 2 , , 1 8 3 6 5 4 7 , - 5 9 3 9 1 5 , , 4 9 4 3 6 1 6 1 , , 8 7 4 1 6 4 5 , , 3 7 1 4 0 6 0 3 , , 7 2 7 3 1 0 2 1 , , 1 2 6 8 8 0 1 1 , , 1 6 1 1 5 0 2 , , 1 6 2 2 4 3 5 2 , , 2 3 2 3 2 4 4 , , 9 7 1 6 8 4 2 3 , , 5 5 7 1 7 9 6 2 , , 5 8 2 9 2 6 5 1 , , 0 3 4 9 7 9 5 , 5 9 9 2 9 3 , , 3 1 7 4 0 4 3 , , 5 2 9 7 4 1 3 2 , 7 7 9 2 , 7 4 3 3 7 3 , , 2 3 2 0 9 5 5 1 , , 3 2 3 9 4 1 2 , , 9 2 3 7 3 9 1 , 9 3 8 8 4 1 , , 0 0 0 0 0 2 2 , , 8 6 7 9 4 7 1 , , 9 1 4 3 0 3 3 , , 1 5 6 6 2 7 7 , , 4 8 9 5 8 1 7 , 2 3 2 0 5 4 , 7 6 6 0 4 5 , ) 2 8 4 3 9 ( , , 9 2 3 6 6 4 6 , , 8 0 8 7 6 3 3 , , 7 8 9 3 5 8 5 3 , , 7 6 6 2 6 0 2 3 , , 9 1 3 1 9 7 3 , , 8 3 0 3 7 8 4 , , 3 9 7 4 4 8 1 3 , , 9 8 7 1 6 9 2 2 , , 3 0 0 3 8 8 8 , , 2 8 8 3 2 4 , 3 9 6 9 4 7 0 3 , , 5 7 3 8 0 7 9 , , 0 6 6 7 3 3 5 2 , , 5 4 9 8 8 1 2 2 , , 5 1 7 8 4 1 3 , , 5 8 0 3 3 0 2 1 , , 0 9 5 9 7 2 7 2 , , 7 6 6 7 5 9 0 2 , , 3 2 9 1 2 3 6 , , ) 2 5 0 7 2 0 1 ( , , 1 9 8 6 5 5 0 2 , , 1 5 7 9 4 7 7 , - 5 5 6 9 1 7 , , 6 7 5 5 6 6 1 , 6 0 9 7 2 6 , 7 6 6 0 4 5 , , 4 9 2 4 0 1 5 , , 2 8 3 8 4 5 2 2 , , 9 2 5 2 7 8 8 , , 0 6 6 3 4 6 0 1 , , 5 1 9 0 6 6 2 , , 8 5 1 8 3 7 8 3 , , 3 7 2 9 2 5 3 3 , , 5 8 8 8 0 2 5 , , 1 8 4 3 4 6 2 1 , , 2 9 7 5 8 8 0 2 , , 5 8 8 8 0 2 5 , , 0 6 0 8 7 7 3 , , 4 2 4 0 2 4 1 , , 6 3 6 7 5 3 2 , , ) 0 9 3 8 2 7 2 ( , 3 7 9 5 9 3 , 7 3 7 9 5 , , 6 3 2 6 3 3 , ) 0 6 9 7 1 0 3 ( , , 3 4 9 7 3 2 3 1 , , 5 7 1 5 7 1 0 1 , , 8 6 7 2 6 0 3 , , 3 4 9 7 8 0 0 1 , - - - , 0 5 4 6 0 5 6 , , 2 3 9 3 1 4 3 , , 0 0 0 0 5 1 3 , 4 5 7 9 7 9 , 3 1 2 6 6 , , 8 6 9 5 4 0 1 , , 4 8 0 1 0 7 4 8 8 4 4 3 , , ) 7 5 8 7 0 3 ( , 1 4 9 8 0 0 1 , 4 8 8 4 4 3 , , 4 9 4 8 2 6 1 , , 4 2 9 7 0 6 7 , , 8 8 1 3 7 1 6 , , 7 3 7 4 3 4 1 , , 9 6 4 5 2 8 2 , , 9 1 7 7 4 3 3 , , 7 3 7 4 3 4 1 , , 5 3 4 0 0 4 2 , , 3 0 9 4 6 0 4 , , 9 9 0 7 2 9 1 , , 4 3 5 7 2 3 4 , , 5 8 6 3 7 6 2 , , 8 8 5 8 3 7 6 , , 3 9 9 9 9 8 3 , , 5 4 8 0 4 4 6 , , 9 3 8 0 4 3 0 1 , , 6 5 2 3 2 9 7 , , 0 4 0 7 7 0 9 1 , , 2 4 4 0 9 1 5 1 , , 0 4 8 5 7 6 1 , , 4 3 5 7 2 3 4 , , 5 6 4 6 8 0 6 , , 1 3 3 6 4 5 1 1 , , 9 6 7 3 9 6 1 1 , , 0 8 0 0 9 2 1 , - 3 2 1 2 5 6 , , 3 8 5 7 1 4 2 , , 9 0 7 0 3 5 7 , , 3 7 6 6 9 4 3 , 0 6 7 5 8 3 , , 0 3 9 8 1 5 1 , , 9 0 6 2 2 0 7 1 , , 7 0 1 5 4 1 5 1 , , 9 3 8 0 7 6 1 , , 7 2 9 8 7 5 6 , , 4 0 2 2 3 7 3 1 , , 2 1 4 9 8 2 9 2 , , 4 5 0 6 0 0 5 , , 0 3 4 4 5 0 2 , 1 0 0 5 , 5 3 3 5 4 , 3 9 6 9 1 , 6 0 1 1 4 , - , 7 7 3 7 8 8 3 , , 8 3 3 5 4 3 5 4 , , 0 8 1 2 5 0 4 1 , , 4 3 0 5 0 5 5 , , 8 8 7 7 3 9 8 , , 1 1 8 3 4 5 5 4 , 3 2 0 4 4 6 , 5 1 5 2 4 8 , , 5 4 5 7 6 1 3 1 , , 9 9 9 9 1 9 2 2 , , 7 1 4 9 0 4 4 1 , , 0 2 6 8 9 5 6 , , 0 9 6 9 7 0 5 , , 0 1 3 3 7 7 3 1 , , 5 4 8 2 0 6 0 1 , , 5 6 4 0 7 1 3 , , 9 8 7 6 7 1 3 3 , , 8 7 7 1 4 8 3 2 , , 1 1 0 5 3 3 9 , , 4 5 0 6 0 0 5 , - , 4 5 0 6 0 0 5 , , 7 1 5 7 9 3 9 5 , , 4 9 8 2 7 5 8 4 , , 4 2 6 4 2 8 0 1 , , 7 5 3 1 1 7 8 5 , , 1 0 8 3 7 1 2 4 , , 8 5 0 9 4 1 6 , , 3 0 3 0 8 7 9 , , 6 1 4 9 2 3 7 3 , , 4 7 6 7 3 8 5 , , 3 0 3 0 8 7 9 , , 8 3 4 4 2 1 4 3 , - , 4 8 3 1 1 3 , 6 5 5 7 3 5 6 1 , , 8 7 9 4 0 2 3 , , 3 0 2 3 6 1 2 , , 8 3 0 9 0 4 1 , , 1 4 2 2 7 5 3 , , 1 4 2 2 2 1 3 , , 3 4 8 9 1 4 3 1 , , 2 0 1 5 3 5 6 , , 5 4 9 4 5 9 9 1 , , 6 0 1 3 0 1 6 1 , , 6 7 4 9 3 9 2 , 5 5 4 3 8 2 , , 4 1 0 5 5 3 2 3 , , 7 7 4 9 6 4 7 , , 1 3 9 2 2 2 3 , , 2 9 8 5 6 7 2 , , 0 9 4 4 2 8 9 3 , , 2 1 9 7 2 1 1 3 , , 8 5 8 3 2 6 8 , , 6 6 0 0 1 1 5 , , 4 2 9 3 3 7 3 1 , , 9 6 2 2 3 1 3 1 , , 9 3 8 1 5 8 3 , 0 0 0 0 5 4 , , 9 3 0 7 5 4 5 5 6 1 0 6 , , 9 7 5 6 9 6 8 , , 5 9 1 2 8 2 6 4 , , 6 2 4 5 6 0 9 , , 2 2 6 7 4 3 5 5 , , 6 8 1 7 2 0 0 4 , , 6 3 4 0 2 3 5 1 , , 1 9 4 7 6 6 6 1 , , 4 2 4 3 8 0 8 , , 5 1 9 0 5 7 4 2 , , 8 1 7 7 9 0 0 2 , , 7 9 1 3 5 6 4 , , 7 1 9 5 5 0 4 , , 4 3 3 2 5 9 1 , , 1 5 2 8 0 0 6 , , 1 5 0 7 6 8 4 , , 0 0 2 1 4 1 1 , , 5 3 3 2 4 5 3 2 , , 7 6 3 5 8 3 5 , , 2 0 7 7 2 9 8 2 , , 9 3 3 1 0 7 1 2 , , 3 6 3 6 2 2 7 , , 4 6 4 2 0 2 5 , , 1 9 7 3 3 8 2 , , 5 5 2 6 3 0 8 , , 7 4 3 4 5 4 5 , , 8 0 9 1 8 5 2 , , 4 7 7 4 5 5 6 , , 0 8 5 7 2 0 2 , , 4 5 3 2 8 5 8 , , 3 5 3 2 7 3 6 , , 0 0 0 0 1 2 2 , , 3 0 6 8 3 3 9 , , 1 9 2 3 2 6 8 2 , , 5 6 4 3 6 3 3 1 , , 5 5 7 6 8 9 1 4 , , 5 5 7 6 8 4 0 4 , , 0 0 0 0 0 5 1 , , 4 7 6 3 7 7 3 1 , , 4 5 1 2 2 9 5 3 , , 1 6 6 3 3 0 5 , , 5 1 8 5 5 9 0 4 , , 8 4 7 9 9 3 9 2 , , 7 6 0 6 5 5 1 1 , , 0 0 0 0 0 0 2 1 , , 1 5 0 3 3 7 5 3 , , 7 0 4 0 5 2 9 , , 8 5 4 3 8 9 4 4 , , 7 3 8 3 2 6 2 3 , , 1 2 6 9 5 3 2 1 , , 2 7 9 6 8 1 3 3 , , 0 1 6 6 4 6 3 1 , - - - - , 6 1 3 6 0 2 2 , , 4 5 1 2 9 2 8 , , 8 4 7 0 6 6 5 1 , , 5 0 8 6 1 7 3 , 9 4 5 6 2 6 , , 8 1 4 2 9 6 6 1 , , 7 4 4 1 0 6 2 , , 8 4 6 0 9 7 3 , , 4 1 8 0 2 1 1 , , 6 9 3 1 5 4 9 1 , , 0 3 9 6 3 0 5 1 , , 7 6 4 4 1 4 4 , , 9 1 6 7 3 8 4 , , 0 5 3 5 6 5 3 , , 9 6 2 2 7 2 1 , , 8 2 0 9 3 3 0 3 , , 9 3 8 0 8 4 8 2 , , 8 8 1 8 5 8 1 , , 5 6 8 2 3 8 2 , , 8 6 7 8 6 2 2 , 7 9 0 4 6 5 , - , 1 0 6 3 9 8 0 1 , , 1 8 7 9 4 1 8 , , 0 2 8 3 4 7 2 , , 3 1 5 8 3 3 1 , - - - - - - - , 0 2 6 0 7 2 7 , , 4 4 8 8 0 4 1 , , 3 6 4 9 7 6 8 , , 3 6 4 9 4 0 5 , , 0 0 0 0 3 6 3 , , 5 1 5 5 1 3 5 , , 0 7 3 2 0 6 0 1 , , 6 7 8 8 8 4 9 1 , 2 4 8 1 1 , 1 3 0 6 8 1 , , 6 7 4 6 6 7 2 , , 5 4 8 8 6 3 3 1 , , 7 8 1 7 5 3 0 1 , , 8 5 6 1 1 0 3 , , 7 5 3 7 2 3 5 , , 4 8 0 3 9 1 1 , , 3 7 2 4 3 1 4 , , 7 0 9 4 7 6 9 1 , , 4 0 5 8 9 5 5 1 , , 3 0 4 6 7 0 4 , , 8 2 4 8 8 2 8 , , 9 5 8 5 0 0 4 2 , 1 2 9 7 1 1 , , 4 5 1 2 2 5 0 1 , , 9 1 2 9 7 9 9 1 , , 5 4 5 1 2 6 4 , , 4 1 0 8 2 5 4 3 , , 3 8 8 7 4 5 8 2 , , 0 3 1 0 8 9 5 , , 4 6 7 0 0 6 4 2 , , 0 0 1 6 8 8 7 1 , , 4 6 6 4 1 7 6 , , 9 4 3 6 0 4 8 , , 7 2 5 7 9 5 3 , , 2 2 8 8 0 8 4 , , 0 6 2 9 0 5 0 0 0 9 , , 2 6 1 9 5 5 1 , , 4 7 9 7 7 4 3 , - - - - 0 0 8 3 6 , 2 8 3 4 4 7 , , ) 5 5 7 0 8 8 6 ( , , 4 9 0 4 6 3 6 , , 4 3 5 8 1 3 4 , , 1 9 4 8 0 6 2 , , 9 4 9 1 0 8 0 1 , - , 3 2 1 2 5 6 , 3 8 5 7 1 4 2 , , 9 0 7 0 3 5 7 , , 0 8 0 0 9 2 1 , , 9 6 7 3 9 6 1 1 , 0 6 7 5 8 3 , , 3 7 6 6 9 4 3 , , 0 9 6 9 7 0 5 , , 0 3 9 8 1 5 1 , , 5 4 8 2 0 6 0 1 , , 5 6 4 0 7 1 3 , - , 8 7 9 7 7 7 3 2 , , 1 1 0 5 3 3 9 , , 9 0 8 6 8 8 1 1 , , 0 0 4 1 7 2 5 , , 4 9 4 1 0 3 3 4 , , 4 2 6 4 2 8 0 1 , , 8 4 8 3 1 4 3 , , 2 5 9 9 5 7 8 3 , , 5 1 5 4 9 6 4 , ) 7 0 3 7 7 1 ( , , 5 5 2 2 9 6 , 6 2 5 4 0 3 1 2 , , 9 5 1 3 4 1 1 , , 1 1 6 7 5 9 9 , , 2 1 9 9 1 8 2 1 , , 1 5 8 0 1 4 5 1 , , 5 7 6 5 1 0 1 , , 2 8 8 7 5 4 1 , , 6 6 5 6 0 1 2 , , 0 1 0 8 0 3 1 , , 7 6 3 8 1 9 8 2 , , 0 4 6 0 1 0 3 , , ) 8 8 6 9 6 9 ( , 5 6 6 7 2 7 0 1 , , 4 0 6 4 0 4 2 , , 4 7 8 6 9 9 0 4 , - 4 8 3 1 1 3 , , 6 5 5 7 3 5 6 1 , , 8 7 9 4 0 2 3 , , 9 3 8 1 5 8 3 , 0 0 0 0 5 4 , 9 3 0 7 5 4 , 5 5 6 1 0 6 , , 3 8 4 5 9 8 7 , , 6 3 4 0 2 3 5 1 , , 4 3 1 4 6 4 1 , , 4 3 2 0 0 3 , 3 9 3 1 9 5 2 , - ) 5 4 7 3 4 3 ( , ) 6 1 6 5 3 ( , 9 0 5 2 0 5 , , 4 4 0 0 2 4 5 2 , , 3 7 0 7 9 6 3 , , 3 0 8 1 8 3 , 5 3 0 6 1 9 1 , , 8 2 5 6 1 3 5 , - - 9 3 9 6 2 5 , , 2 7 6 4 7 2 , 1 2 1 1 5 7 2 , , 4 8 5 3 3 6 8 1 , , 7 9 1 3 5 6 4 , , 7 1 8 6 6 5 4 , , 0 0 2 1 4 1 1 , , 6 4 9 9 0 1 9 1 , , 3 6 3 6 2 2 7 , , 2 9 0 8 9 7 5 , , 8 0 9 1 8 5 2 , , 5 1 4 0 9 5 5 , , 9 2 4 9 8 4 2 , , 5 5 7 6 8 4 0 4 , , 0 0 0 0 0 5 1 , , 2 3 2 7 0 1 3 , , 8 6 7 8 6 2 2 , , 7 9 0 4 6 5 , 2 5 7 1 1 8 1 , , 4 6 3 5 3 4 9 2 , , 7 6 0 6 5 5 1 1 , , 8 6 2 1 1 8 6 , , 0 2 8 3 4 7 2 , , 7 5 8 9 3 3 1 1 , , 6 6 4 4 1 4 4 , , 7 4 5 3 8 1 3 , , 9 6 2 2 7 2 1 , , 2 0 8 7 0 7 0 3 , , 9 8 5 4 2 6 5 , , 4 0 4 3 4 2 3 2 , , 0 0 5 2 7 2 2 , , 2 8 0 8 6 9 5 , , 1 2 6 9 5 3 2 1 , , 1 6 1 9 5 3 7 1 , , 4 6 6 4 1 7 6 , , 1 9 7 4 7 7 4 , , 6 6 0 6 0 6 7 , , 4 8 0 3 9 1 1 , , 4 0 5 8 9 5 5 1 , , 0 0 0 0 3 6 3 , , 8 5 6 1 1 0 3 , , 3 7 2 4 3 1 4 , , 3 0 4 6 7 0 4 , E C A L P T E K R A M D N A L S I I N A T N U O M I R E T N E C G N P P O H S N W A L D O O W S N O M M O C N O S D V A D I M A H R U D S E P P O H S I E G A L L V N O T T E J A Z A L P S D A O R S S O R C . D R A L O V Y T L E C R A P T U O N O T A T S N A N N E R B I E C A L P R E T A W E G D E I N O T A T S N A N N E R B A Z A L P K R A P N O S N E R O S M E L A S - N O T S N W I Y A W D A O R B E N N O Y A B A Z A L P N W O T K C R B I A Z A L P N E D R O L M A H G N K C O R I I E K P N O T L R A M I L L H Y R R E H C I I S N O M M O C D L E F E K A W I I H G E L A R I S G N S S O R C D L E F E K A W I I G N S S O R C H G U O R O B S L L H I E C A L P K R A P I G N S S O R C E L L V S E R O O M I I N O S N M A N N C I E V A L A R T N E C 0 7 I E T R P O H S K R A L C T S E W R E T N E C E C R E M M O C T S A E R E T N E C E C R E M M O C I L A R T N E C 0 4 1 D A E T R & S Y L L A B ' I I S N O L V A P I E T A T S N E D R A G R E T N E C E N W O T L E D M L O H S N O M M O C L E D M L O H H G U O R O B S L L H I I K C W S N U R B H T R O N A Z A L P L L E W O H E D A H S E L P A M R E T N E C N W O T Y A W A T A C S P I E D A N E M O R P I S G N R P S M R A W E U Q R E U Q U B L A , O B A T N A U J E T R O N - L E D O E S A P A Z A L P A Z A L P K O O R B W O L L I W E C A L P T E K R A M A E R D N A D ' R E T N E C A S U P M O C A Z A L P E T N O M L E D T N E C S E R C N O N U I A Z A L P T R G A E S I D O O W E G D R I T N O M T S E W I E G A L L V R O D N W T S A E I . C S . E R A U Q S I E G D R T S E W I G N D L U B I K N A B Y E K I E V A C T N A L T A R O T A R E P O D O O F Y E K K C A M M O C A Z A L P D O O W H C R B I A Z A L P N E L L U K G N K I C S K R A M H T A P E U N E V A H P L A R - T R O P E M O H E R O H S Y A B T A T E K R A M E R O M L L E B 1 R E T N E C D R O F S M L E 2 R E T N E C D R O F S M L E T N O M L E E R O T S G U R D E S E V O N E G N O T P M A H E G D R B I Y A W H G H S G N K I I 104 F O E T A D I N O T C U R T S N O C ) C ( 9 6 9 1 2 7 9 1 0 9 9 1 1 0 0 2 6 0 0 2 6 0 0 2 3 7 9 1 0 0 0 2 ) A ( 4 0 0 2 7 0 0 2 9 8 9 1 4 0 0 2 1 1 0 2 7 0 0 2 7 0 0 2 7 0 0 2 2 1 0 2 3 0 0 2 2 1 0 2 9 9 9 1 2 1 0 2 4 0 0 2 4 0 0 2 7 0 0 2 7 0 0 2 9 0 0 2 9 8 9 1 7 9 9 1 5 0 0 2 6 0 0 2 5 0 0 2 2 1 0 2 4 0 0 2 2 1 0 2 8 9 9 1 5 0 0 2 6 8 9 1 8 8 9 1 9 9 9 1 5 9 9 1 9 9 9 1 7 9 9 1 8 9 9 1 9 0 0 2 9 0 0 2 9 0 0 2 4 0 0 2 7 0 0 2 0 0 0 2 5 0 0 2 9 9 9 1 6 9 9 1 8 0 0 2 2 1 0 2 8 0 0 2 9 9 9 1 6 9 9 1 7 9 9 1 5 0 0 2 2 0 0 2 6 9 9 1 4 8 9 1 6 8 9 1 6 9 9 1 , 9 1 4 8 4 6 1 1 , - - - - - - - - - - - - , 9 0 7 0 2 1 3 1 , , 3 5 4 5 3 7 4 1 , - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - S E C N A R B M U C N E , 2 9 9 8 2 0 5 , - - - , 2 4 8 8 1 6 3 1 , - - - - - - - - - , 5 9 7 0 5 9 1 , I I N O T S U Q C A I D E T A L U M U C C A D E T A L U M U C C A & F O E T A D , T S O C L A T O T F O T E N I G N D L U B I I I N O T A C E R P E D D E T A L U M U C C A D N A E T A T S E 3 1 0 2 , 1 3 R E B M E C E D , 0 6 6 0 1 9 5 , , 3 0 4 6 8 6 3 1 , , 9 5 9 3 5 1 5 , 3 0 6 8 5 8 , , 4 7 0 0 2 5 1 , , 4 3 7 0 3 4 7 , , 4 9 1 2 5 3 6 , , 1 4 5 8 7 0 1 , , 6 0 0 5 4 5 4 1 , , 6 0 0 5 3 9 2 , , 0 0 0 0 1 6 1 1 , , 7 7 1 5 2 6 5 , , 5 3 1 9 7 7 0 1 , , 1 3 0 4 8 2 9 , , 5 0 1 5 9 4 1 , I I N O T A C E R P E D I I N O T A C E R P E D L A T O T T N E M E V O R P M I D N A L L A E R - I I I E L U D E H C S T S O C I L A T N I I T N E U Q E S B U S O T I I N O T S U Q C A I I G N D L U B I & T N E M E V O R P M I D N A L 9 1 5 1 , , 3 1 6 5 3 8 3 , , 1 8 5 6 1 5 2 , , 1 4 5 8 7 0 1 , , 7 8 4 3 3 9 2 , , 0 0 0 0 1 6 1 1 , , 0 1 7 4 0 3 3 , , 0 2 3 9 7 9 5 , , 5 0 1 5 9 4 1 , I I I I S E R A D S B U S D N A N O T A R O P R O C Y T L A E R O C M K I 0 0 0 0 5 9 , - 0 0 0 0 5 9 , - 0 0 0 0 5 9 , , 1 7 1 5 3 1 2 3 , , 7 2 3 8 2 5 9 1 , , 8 9 4 3 6 6 1 5 , , 9 5 5 1 9 1 8 4 , , 9 3 9 1 7 4 3 , , 7 4 8 1 5 1 0 1 , , 4 9 9 8 3 9 2 , , 1 4 8 0 9 0 3 1 , , 2 0 1 8 4 5 9 , , 9 3 7 2 4 5 3 , , 7 2 7 1 8 2 1 , , 5 7 3 6 6 2 8 , , 9 3 7 2 4 5 3 , , 0 8 4 6 7 1 7 , 7 5 9 5 4 6 , , 8 5 7 1 9 7 8 3 , , 4 6 5 7 8 4 1 , , 3 9 6 7 6 2 3 , , 8 4 2 0 6 2 1 , 6 4 8 7 0 6 , 5 5 2 9 2 8 1 2 1 , , 1 6 9 0 2 9 6 , , 8 2 7 6 3 4 8 , , 6 9 8 4 6 9 5 , , 2 3 8 1 7 4 2 , , 3 0 8 3 5 2 1 , , 9 1 8 7 8 4 1 , 8 8 2 2 , , 3 0 8 3 5 2 1 , , 9 1 7 2 1 7 5 4 , , 9 8 3 4 4 3 3 3 , - , 0 3 3 8 6 3 2 1 , , 1 3 5 5 8 4 1 , , 2 2 5 9 8 3 3 , , 3 1 8 2 3 3 2 , , 9 0 7 6 5 0 1 , 0 8 4 5 2 1 , 3 9 8 2 7 2 , 9 5 2 8 7 , 9 3 5 7 4 7 0 3 2 , , 6 1 4 9 3 8 5 , , 2 3 8 1 7 4 2 , 9 4 7 1 , , 3 4 5 5 7 1 1 , , 5 7 7 9 4 2 2 , - 0 0 0 9 0 9 , , 1 3 5 5 8 4 1 , , 5 9 4 1 7 0 3 3 , , 0 3 3 8 6 3 2 1 , , 8 2 4 2 1 6 3 , , 2 5 1 7 9 7 5 1 , 0 2 8 8 5 , , 1 6 4 9 2 4 4 , , 3 1 6 6 2 2 0 2 , , 0 6 3 9 4 9 6 1 , , 3 5 2 7 7 2 3 , , 8 4 2 1 7 6 3 , , 5 9 0 2 0 0 2 , , 3 5 1 9 6 6 1 , ) 2 8 2 9 1 1 ( , , 1 4 1 8 8 7 3 , , 8 1 2 1 6 1 3 1 , , 4 5 2 7 7 2 3 , , 0 3 7 9 9 6 2 , , 0 0 8 0 9 0 1 , , 3 6 5 9 7 9 5 , , 6 7 5 1 5 6 1 , , 5 3 8 2 4 5 5 , , 1 9 2 1 9 6 1 , , 9 3 0 8 9 6 9 , , 3 5 7 8 2 6 3 , , 2 9 8 8 5 9 9 , , 6 7 5 2 8 1 5 , , 3 1 4 2 2 7 9 , 0 8 7 2 1 7 , , 4 5 6 5 9 4 1 1 , , 9 5 9 5 4 2 4 1 , , 9 0 8 3 7 5 0 1 , , 1 9 5 2 0 5 0 8 , , 8 1 9 9 0 0 2 1 , , 5 6 6 4 0 1 9 , , 7 1 3 8 2 3 6 , , 3 7 9 0 8 5 2 , , 0 0 6 3 9 4 2 , , 4 2 3 5 6 5 1 , 0 6 5 , 3 7 8 5 2 2 1 , , 7 5 1 0 8 4 5 , , 1 3 5 1 1 0 9 , , 8 4 7 1 2 0 1 , , 3 7 6 0 5 8 9 , 1 9 9 1 9 3 , , 1 1 8 6 6 2 5 , , 7 8 8 1 8 9 0 2 , , 0 3 9 5 4 1 3 , 2 5 9 6 2 , , 5 3 3 7 8 1 , 8 5 9 3 1 9 1 , , 6 8 2 6 6 8 1 , , 9 3 1 1 3 6 7 , , 6 2 1 9 5 7 5 , , 3 1 0 2 7 8 1 , , 6 2 1 4 3 2 7 , , 0 1 3 3 5 3 5 , , 6 1 8 0 8 8 1 , , 4 6 3 3 6 2 1 1 , , 4 6 3 3 1 1 7 , , 0 0 0 0 5 1 4 , , 3 1 3 9 2 6 3 , , 6 6 7 4 8 1 1 1 , , 3 3 7 2 6 6 0 1 , , 3 4 9 3 3 7 8 1 , , 8 2 5 4 3 7 1 , , 7 2 3 6 4 3 1 2 , 7 0 9 1 2 1 , , 6 6 7 6 5 6 7 , , 0 4 0 9 9 3 0 1 , , 5 9 3 7 5 8 7 1 , , 3 7 8 7 2 6 1 , , 7 2 3 6 6 0 9 1 , , 6 0 4 7 0 5 3 , 3 9 6 3 6 2 , 8 4 5 6 7 8 , 5 5 6 6 0 1 , , 0 0 0 8 2 5 3 , , 0 0 0 0 8 2 2 , , 0 0 0 2 9 2 9 , , 9 7 6 8 8 6 6 , , 4 7 2 2 4 2 8 , , 5 2 9 7 0 6 2 , 7 0 8 6 6 3 , , 0 0 5 4 6 4 6 , , 6 8 8 9 5 3 4 , , 9 0 9 7 8 4 3 , , 8 4 8 5 5 1 5 1 , , 6 5 2 7 9 5 0 1 , , 2 9 5 8 5 5 4 , , 8 7 4 4 8 4 1 0 1 , , 2 4 9 0 6 7 2 7 , , 6 3 5 3 2 7 8 2 , , 1 1 6 2 3 8 2 , 9 1 7 3 6 3 , , 9 2 3 6 9 1 3 , , 0 7 8 3 1 4 2 , , 0 1 7 0 0 1 3 , 3 4 7 9 3 5 , , 2 7 2 5 6 2 1 , , 0 3 5 1 6 2 2 , , 3 7 9 9 7 7 4 , , 3 8 6 0 8 8 7 , , 5 5 4 5 4 2 7 , , 5 7 6 3 7 6 3 , , 7 4 9 8 3 9 4 , , 0 3 4 4 7 1 4 , - , 9 3 8 0 6 0 2 , , 2 8 5 0 0 6 2 , , 0 3 5 1 6 2 2 , - , 8 2 3 4 9 5 2 , , 1 8 3 2 2 6 1 , , 1 8 4 1 5 7 2 , , 2 6 8 3 7 3 4 , , 5 4 0 7 4 7 3 , , 9 6 5 1 4 4 1 , - , 9 6 5 1 4 4 1 , , 5 6 8 9 1 5 , 6 8 4 0 3 9 2 , , 9 3 2 3 1 5 1 , , 4 2 7 3 4 4 4 , , 8 8 6 6 6 9 3 , , 7 3 8 7 9 3 5 1 , , 4 4 3 5 2 7 8 , , 1 8 1 3 2 1 4 2 , , 7 4 5 2 7 4 9 1 , , 0 6 7 8 5 1 5 1 , , 3 0 6 9 2 6 3 , , 3 6 3 8 8 7 8 1 , , 1 4 9 5 8 9 2 1 , , 2 2 4 2 0 8 5 , , 4 3 4 8 2 3 4 , , 8 0 3 6 6 1 1 , , 2 4 7 4 9 4 5 , , 8 1 6 9 5 4 3 , , 5 2 1 5 3 0 2 , , 7 8 5 7 9 9 4 , , 5 7 0 0 0 3 1 2 , 8 5 3 4 3 , , 5 6 7 5 8 9 4 , , 5 4 9 1 3 0 5 , , 0 4 8 5 8 2 6 2 , , 3 5 1 1 7 3 3 2 , , 7 1 1 9 4 7 6 , , 1 7 2 0 2 1 0 3 , , 3 1 5 7 7 2 2 0 2 , , 6 1 8 7 4 4 9 3 , , 9 2 3 5 2 7 1 4 2 , , 0 4 2 2 4 3 7 1 , , 0 0 6 3 4 9 8 , , 8 1 6 9 6 9 , 1 7 2 0 2 1 0 3 , - , 7 2 3 2 6 0 4 , , 8 5 4 5 4 4 0 7 1 , , 1 7 8 9 7 2 1 7 , , 1 0 3 4 7 0 1 , , 2 2 1 4 4 3 0 1 , 7 9 2 2 9 , , 4 9 7 6 1 2 4 , , 8 9 5 6 6 1 1 , , 6 1 9 0 6 5 4 1 , 3 0 9 1 1 9 , , 1 9 3 9 7 6 1 1 , , 1 6 0 6 2 1 2 , , 5 9 5 0 9 1 1 , , 5 5 6 6 1 3 3 , , 5 5 6 6 1 3 3 , , 5 0 0 7 2 5 2 , , 6 7 6 3 2 4 2 , , 1 8 6 0 5 9 4 , , 3 9 7 8 1 2 4 , 4 9 6 4 5 2 , - 8 8 8 1 3 7 , , 5 2 5 1 8 8 2 , , 2 1 6 7 0 5 9 1 , , 1 1 2 4 7 5 2 , , 4 2 8 1 8 0 2 2 , , 4 5 1 6 4 9 5 1 , , 0 7 6 5 3 1 6 , , 3 4 5 2 4 5 0 3 , , 3 1 7 0 7 9 4 , , 5 5 2 3 1 5 5 3 , , 7 6 9 2 2 7 6 2 , , 8 8 2 0 9 7 8 , , 6 7 6 4 0 6 1 , , 4 3 2 2 8 0 5 3 , , 5 5 8 5 2 2 0 3 , , 9 7 3 6 5 8 4 , , 0 8 3 8 3 0 3 , , 9 9 9 6 5 8 4 , , 9 9 9 6 0 8 3 , , 0 0 0 0 5 0 1 , , 1 2 3 3 0 6 2 , , 5 7 7 7 7 7 1 , , 8 1 1 1 4 2 2 , 7 7 9 1 7 8 , 9 5 4 2 8 7 , 8 2 2 5 3 6 , 7 1 5 4 6 7 , 4 5 2 6 , , 0 3 5 1 6 2 2 , 8 1 8 6 2 6 , 4 0 7 1 2 9 , 6 3 0 7 7 4 , , 4 3 6 0 5 6 4 , , 6 8 6 0 3 9 7 2 , - 7 8 1 1 3 9 , , 1 6 7 4 6 9 ) 9 2 3 7 0 4 ( , 4 2 0 8 1 1 , 8 6 6 2 9 2 , , 9 0 0 5 1 8 9 , , 6 3 7 1 6 1 3 1 , , 6 7 6 1 5 5 1 , , 6 7 3 8 3 0 0 1 , , 8 0 8 5 6 1 9 1 , 0 0 0 0 5 9 , , 3 0 0 7 6 5 4 , , 0 4 9 7 2 8 4 , , 9 4 5 8 8 3 4 , , 3 1 0 2 7 8 1 , , 6 1 8 0 8 8 1 , , 2 9 6 0 2 5 7 , , 0 0 0 0 5 1 4 , 6 2 1 4 , 1 3 0 4 8 5 , , 8 9 0 4 6 3 7 , , 9 5 6 5 9 6 4 , 7 9 1 6 7 , , 1 5 9 7 2 0 9 , , 2 6 1 7 0 5 3 , 3 9 6 3 6 2 , 8 4 5 6 7 8 , 5 5 6 6 0 1 , , 0 0 0 8 2 5 3 , , 0 0 0 0 8 2 2 , 8 4 8 5 5 1 , ) 0 1 9 4 9 3 ( , , 4 7 6 8 2 5 4 3 , , 6 0 6 0 1 0 2 , ) 8 8 3 4 2 ( , - 3 3 1 8 8 5 , , 3 3 7 0 2 2 4 , - 0 0 0 5 3 , ) 7 8 5 4 3 4 ( , , 0 3 8 0 4 3 2 , , ) 6 0 3 2 4 3 2 ( , 5 9 1 5 7 3 , , 0 4 2 8 6 8 2 6 0 3 6 3 , , ) 0 4 7 0 2 7 2 ( , 9 2 9 9 4 3 , 8 1 6 9 6 9 , 4 9 0 9 5 , , 7 7 0 4 9 6 4 , ) 4 1 4 1 6 ( , 9 8 2 3 5 1 , 7 4 7 7 1 , , 2 4 2 1 9 2 1 , 8 8 1 9 4 3 , , 7 6 9 2 2 4 6 2 , , 5 4 9 8 7 3 4 , , 1 7 3 4 3 4 1 , , 8 0 4 1 4 4 0 1 , , 2 9 5 8 5 5 4 , , 7 6 2 2 3 2 8 3 , , 6 3 5 3 2 7 8 2 , , 0 1 3 9 9 8 6 , , 0 0 6 7 8 7 2 , - , 4 9 8 3 5 4 4 , , 3 1 8 4 7 8 1 , , 9 0 9 7 8 4 3 , , 7 3 7 5 2 8 1 , , 2 2 7 4 2 0 3 , , 0 0 6 3 3 8 1 , , 4 1 9 8 2 0 3 , , 5 4 0 2 1 7 3 , - , 3 9 4 1 9 5 3 , , 7 0 3 4 0 6 8 1 , 0 0 5 7 5 7 , , 7 7 9 1 7 8 9 5 4 2 8 7 , , 8 2 2 5 3 6 7 1 5 4 6 7 , 4 5 2 6 , , 5 7 7 7 7 7 1 , , 0 3 5 1 6 2 2 , 8 1 8 6 2 6 , , 5 7 8 3 8 7 3 , 6 3 0 7 7 4 , , 4 3 6 0 5 6 4 , , 9 7 8 2 2 6 2 1 , , 2 2 4 2 0 8 5 , , 2 8 9 2 5 1 3 , , 0 0 5 2 6 0 5 , , 3 1 1 5 9 9 6 1 , , 8 9 7 0 4 9 8 , - , 7 7 1 1 6 0 0 3 , - , 7 2 3 2 6 0 4 , , 1 8 3 1 5 3 6 6 1 , , 1 7 8 9 7 6 0 7 , 8 1 3 3 7 9 , , 1 0 1 6 2 5 1 1 , , 8 0 9 8 9 2 3 , , 1 5 5 7 2 9 2 , , 4 9 6 4 5 2 - 8 8 8 1 3 7 , , 5 2 5 1 8 8 2 , , 2 1 0 5 0 6 5 1 , - , 0 1 9 6 4 8 5 2 , , 8 2 6 2 7 3 2 , , 3 2 6 7 2 1 6 , , 8 8 2 0 9 0 9 , , 9 7 3 6 5 8 4 , , 0 0 0 0 5 0 1 , , 0 7 7 2 1 5 9 1 , , 5 4 3 4 6 3 6 1 , , 4 2 4 8 4 1 3 , , 6 0 8 0 6 7 4 , , 4 6 9 1 1 8 1 1 , , 0 0 0 0 4 9 2 , , 0 0 8 5 6 9 0 1 , , 6 5 0 5 6 3 5 , , 4 4 7 0 0 6 5 , , ) 4 0 4 3 2 4 1 ( , , 0 6 4 8 8 7 6 , , 4 4 7 0 0 6 5 , - - - - , 5 0 3 8 5 3 2 , , 2 3 2 7 4 7 2 , 1 7 2 3 1 8 , , 5 0 3 8 5 3 2 , , 9 1 6 8 1 8 1 , , 9 8 1 5 1 5 7 , , 7 1 7 4 1 3 3 , , 5 0 3 8 5 3 2 , , 0 2 9 5 0 3 4 , , 0 1 3 4 1 8 1 , , 5 0 8 2 6 2 3 , , 8 5 5 7 7 4 3 3 , , 3 0 7 8 6 8 1 , , 9 0 3 7 5 7 1 , , 6 2 0 2 7 0 5 , , 0 6 3 5 9 8 4 , , 4 3 1 1 0 3 1 , , 9 3 4 9 5 6 3 , , 1 5 5 7 2 9 2 , , 7 9 6 0 2 4 2 , 4 3 5 1 2 2 , , 4 8 6 4 2 8 7 , 7 5 9 3 9 5 , , 4 3 1 1 0 3 1 , , 1 0 5 0 0 4 4 , , 6 3 5 2 6 9 2 , , 4 3 1 1 0 3 1 , , 7 1 6 6 2 7 6 , , 6 1 6 7 3 8 5 , , 4 4 8 5 3 0 2 , , 9 9 5 5 0 9 1 , , 9 8 4 7 8 0 1 1 , , 1 0 6 4 3 6 0 1 , , 0 6 6 2 6 4 2 , , 7 7 6 7 6 9 1 , , 9 3 4 9 5 6 3 , , 1 5 5 7 2 9 2 , , 3 3 7 7 4 1 7 , , 9 4 6 3 7 3 6 , , 7 0 8 5 7 7 3 , , 2 6 8 3 5 2 3 , , 9 3 4 9 5 6 3 , , 1 5 5 7 2 9 2 , 6 6 6 6 7 1 , 8 8 8 1 3 7 , , 1 0 0 9 8 8 6 4 2 0 3 1 , 8 8 8 2 5 4 , 2 8 9 4 9 4 , 8 8 8 1 3 7 , 4 8 0 4 7 7 , 5 4 9 1 2 5 , 8 8 8 1 3 7 , - - , 0 6 3 5 9 8 4 , , 1 5 5 7 2 9 2 , 8 8 6 6 3 3 , , 8 2 7 4 7 0 3 , , 8 8 8 2 6 7 2 , , 8 7 7 4 0 4 1 , , 4 6 3 9 6 9 3 , , 8 2 4 3 2 0 2 , - - 0 4 5 5 0 7 , , 4 6 0 7 9 7 3 , , 8 3 2 5 6 6 6 , - , 1 5 5 7 2 9 2 , , 5 3 5 4 6 6 2 , , 2 2 3 8 4 5 2 , , 1 5 5 7 2 9 2 , 6 6 6 6 7 1 , 8 8 8 1 3 7 , 1 0 0 9 8 8 , 8 7 3 4 9 2 , , 8 8 8 2 5 4 2 3 2 9 3 4 , 8 8 8 1 3 7 , 4 3 1 6 8 6 , 5 4 9 1 2 5 , , 8 8 8 1 3 7 , 7 1 3 5 1 3 1 , , 6 0 5 0 3 8 8 , , 9 6 1 5 0 3 7 , , 7 3 3 5 2 5 1 , , 7 3 4 3 5 0 3 , , 2 3 7 1 5 2 4 , , 7 3 3 5 2 5 1 , ) H T U O S & H T R O N ( A Z A L P D O O W H C R B I A Z A L P I E K P N R U T Y A W D A O R B H T R O N 1 0 5 ) L / P ( E N A L Y R R E M C S D R A V E L U O B A N E S S K I E R A U Q S N L K N A R F I S Y A B N O T P M A H I E L L V S K C H I I R E T N E C G N P P O H S N O T S A L G U O D T E E R T S T S 1 2 R O T A R E P O D O O F Y E K E D A E R E N A U D - S N E E U Q H T E P S A M ) l a i t n e d i s e r ( R E T N E C T E S S A H N A M C L L E R U T N E V T E S S A H N A M A U Q E P A S S A M C S A L O E N M I ) T O L D N A L ( I E V R D K R A P D O O W H C R B I A Z A L P N W O T H T M S I . E V A L A R T N E C R O T A R E P O D O O F Y E K D N A L S I N E T A T S P O H S N P O T S T E K R A M R E P U S D O O F N O P M A H C I I S N A L P I E T H W I E U N E V A E N A M O R S S U A R T S . I D R R E V R Y G N A T N E L O K E E R C R E V A E B S R E K N O Y A Z A L P D N A L S I N E T A T S A Z A L P N A L Y H I E S P E E K H G U O P Y N , T E S S O Y S D N A L S I N E T A T S D N A L S I N E T A T S I N O T C N U J Y E L L A V L L E W O P I R E T N E C L A R T N O G E R O A Z A L P I L A N N E T N E C R E T N E C D R O F D E M D E T S M L O H T R O N I O H O E G N A R O D N O M D E H O , T N E K T N E K E R A U Q S N A B R U B U S Y N E H G E L L A A W E P P H C I A Z A L P N E V A H K O O R B E R A U Q S R E T N E C A Z A L P E N Y A W I E G E N R A C I G N S S O R C G R U B S R E B M A H C G R U B S D U O R T S T S A E A Z A L P E K P I E G D R I I E G A L L V N O V E D A P , G R U B S R R A H I A Z A L P N O T X E N W O T R E V A H N W O T S R R O N I G R U B M A H I N O T G N S N E K W E N I K C W T S A E N O T X E N O T X E I A H P L E D A L H P I I E L L V N N M C M I W I E V N A L P I I I E K P N R U T N O N U R A L L O D Y L M A F I 105 F O E T A D I N O T C U R T S N O C ) C ( 8 7 9 1 8 7 9 1 2 0 0 2 5 0 0 2 6 0 0 2 6 0 0 2 3 0 0 2 5 0 0 2 7 6 9 1 I I N O T S U Q C A I D E T A L U M U C C A D E T A L U M U C C A & F O E T A D , T S O C L A T O T F O T E N I G N D L U B I I I N O T A C E R P E D D E T A L U M U C C A D N A E T A T S E 3 1 0 2 , 1 3 R E B M E C E D I I N O T A C E R P E D I I N O T A C E R P E D L A T O T T N E M E V O R P M I D N A L L A E R - I I I E L U D E H C S T S O C I L A T N I I T N E U Q E S B U S O T I I N O T S U Q C A I I G N D L U B I & T N E M E V O R P M I D N A L I I I I S E R A D S B U S D N A N O T A R O P R O C Y T L A E R O C M K I ) A ( 5 0 0 2 0 1 0 2 7 0 0 2 6 8 9 1 3 8 9 1 6 9 9 1 6 8 9 1 6 9 9 1 6 8 9 1 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 8 9 9 1 5 9 9 1 7 9 9 1 9 0 0 2 0 1 0 2 2 1 0 2 0 0 0 2 8 0 0 2 7 9 9 1 1 1 0 2 6 9 9 1 7 9 9 1 1 1 0 2 8 9 9 1 3 1 0 2 3 1 0 2 8 9 9 1 8 9 9 1 8 9 9 1 8 9 9 1 2 1 0 2 5 9 9 1 8 9 9 1 3 0 0 2 6 9 9 1 8 0 0 2 2 1 0 2 6 9 9 1 9 9 9 1 7 0 0 2 9 9 9 1 5 9 9 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - , 1 4 8 4 8 1 9 , - - - S E C N A R B M U C N E , 0 2 2 8 9 6 9 , - - - - - - - - - - - - - - - - - - - - - - - - - - - - - , 7 8 3 9 0 1 6 , , 9 8 6 0 5 4 9 2 , , 4 4 7 5 3 4 1 , 5 8 1 3 6 1 , , 8 2 9 8 9 5 1 , , 1 3 7 9 8 3 1 , 7 9 1 9 0 2 , 8 8 8 5 1 , , 3 4 8 3 7 3 1 , 7 9 1 9 0 2 , , 7 7 7 5 5 9 2 , , 5 0 7 4 1 2 9 1 , 5 9 5 6 5 1 , , 2 8 5 1 5 6 2 , , 2 7 3 2 1 1 3 , , 9 0 1 8 0 4 2 , , 7 8 2 6 6 8 1 2 , , 2 5 6 2 5 4 5 1 , , 5 7 8 0 0 8 7 , , 6 8 1 4 0 3 9 , , 1 2 4 3 4 8 3 , , 2 4 3 8 6 4 1 , , 1 3 4 6 8 8 2 , , 9 8 0 7 3 8 8 , , 4 6 9 7 3 6 6 1 , , 4 2 5 1 6 6 5 1 , , 2 9 8 6 6 1 7 , , 8 7 0 1 7 4 6 1 , , 8 7 0 1 5 5 5 1 , - , 0 4 4 5 6 8 2 , , 1 6 8 8 0 7 6 , , 2 4 3 8 6 4 1 , - , 0 4 0 7 7 4 6 , , 6 4 1 9 0 3 2 , , 7 7 5 5 9 1 5 , , 7 7 5 5 9 1 5 , 2 6 5 8 8 1 , , 7 0 3 8 5 1 1 , , 9 6 8 6 4 3 1 , , 7 0 3 8 5 1 1 , , 8 8 0 9 6 2 7 5 , , 0 4 9 8 1 0 3 2 , , 8 2 0 8 8 2 0 8 , , 4 6 9 9 0 6 4 5 , , 5 7 2 6 4 2 0 1 , , 7 6 3 8 7 6 5 , , 2 4 6 4 2 9 5 1 , , 5 3 4 8 5 0 2 1 , , 5 3 6 3 1 4 6 , 3 6 2 4 0 7 , 9 3 4 6 7 9 , 0 0 0 0 2 9 , 1 2 8 1 3 2 , , 2 4 3 8 6 4 1 , - 2 6 5 8 8 1 , , 4 6 0 8 7 6 5 2 , , 6 0 2 6 6 8 3 , 7 2 9 0 9 2 , , 2 5 0 8 7 6 5 , , 0 0 6 4 7 7 9 , , 2 8 1 7 1 1 2 , , 9 5 1 4 9 6 2 1 , , 4 4 0 5 5 1 3 , , 1 9 4 9 6 5 0 1 , , 9 8 5 1 8 9 4 , , 4 5 7 9 4 5 5 , - - - , 5 8 8 6 2 7 6 , , 6 5 4 4 4 5 1 , - 6 8 2 7 2 9 , , 7 7 5 5 9 1 5 , , 7 0 3 8 5 1 1 , , 1 6 1 8 8 6 8 4 , , 3 1 2 2 5 7 0 1 , , 5 3 6 3 1 4 6 , 3 6 2 4 0 7 , 1 6 7 8 8 7 , 8 9 9 9 1 9 , 1 2 8 1 3 2 , , 2 4 3 8 6 4 1 , - 2 6 5 8 8 1 , , 2 8 9 2 7 8 4 2 , , 3 7 9 7 2 6 3 , , 4 3 6 0 0 1 6 1 , , 8 9 0 2 1 8 8 , , 2 3 7 2 1 9 4 2 , , 2 6 6 6 8 8 8 1 , , 0 7 0 6 2 0 6 , , 8 1 4 7 6 4 2 , , 8 4 7 9 0 5 6 1 , , 6 6 5 5 3 9 5 , , 1 3 0 2 9 8 5 5 , , 2 1 5 7 7 6 0 3 , , 4 4 5 9 6 5 6 8 , , 2 3 4 1 6 1 7 6 , , 2 1 1 8 0 4 9 1 , , 2 0 1 7 7 9 7 , , 9 7 1 9 1 7 8 5 , , 3 6 2 3 7 8 9 1 , , 3 5 1 0 2 0 8 , , 8 7 9 5 8 1 1 2 , , 1 3 1 6 0 2 9 2 , , 1 4 0 6 8 6 2 2 , , 0 9 0 0 2 5 6 , , 9 4 1 8 3 3 2 , , 8 5 7 4 2 2 0 2 , , 4 2 2 3 4 6 6 , , 7 9 5 1 3 3 8 , , 2 2 2 0 7 0 7 , , 9 1 8 1 0 4 5 1 , , 4 7 6 0 4 9 0 1 , , 5 4 1 1 6 4 4 , , 5 3 3 3 9 0 8 , , 8 9 0 6 5 3 7 , , 3 3 4 9 4 4 5 1 , , 5 9 0 7 4 0 1 1 , , 8 3 3 2 0 4 4 , 3 4 3 4 3 7 , , 3 2 3 9 6 3 1 , , 3 0 9 7 2 6 9 , , 3 9 5 4 0 4 4 , , 7 4 1 0 2 1 0 1 , , 4 4 9 4 9 5 4 , , 9 4 3 0 3 8 8 2 , , 1 3 8 4 2 4 3 1 , , 0 8 1 5 5 2 2 4 , , 5 0 8 1 4 6 8 2 , , 5 7 3 3 1 6 3 1 , , 9 2 6 7 1 3 3 , , 9 6 6 6 4 0 6 2 , , 2 8 8 0 9 8 2 1 , , 5 6 4 5 0 2 4 3 , , 0 8 6 7 6 9 5 1 , , 4 4 1 3 7 1 0 5 , , 4 4 8 0 3 0 5 3 , , 0 0 3 2 4 1 5 1 , , 0 9 8 8 9 5 4 , , 6 5 5 0 8 6 0 3 , , 8 9 6 3 9 8 4 1 , , 5 9 3 7 2 9 7 1 , , 1 7 8 8 6 4 6 , , 7 6 2 6 9 3 4 2 , , 3 7 2 4 5 1 3 1 , , 3 9 9 1 4 2 1 1 , , 1 7 9 5 8 2 1 , , 2 2 5 2 5 2 2 1 , , 3 7 7 7 5 8 0 1 , , 7 9 8 9 9 7 7 2 , , 8 6 3 0 0 7 0 1 , , 4 6 2 0 0 5 8 3 , , 7 1 6 7 2 6 1 2 , , 7 4 6 2 7 8 6 1 , , 4 7 8 4 1 7 1 , , 5 4 0 1 1 9 9 1 , , 5 4 3 4 7 8 6 1 , , 4 6 9 8 6 1 6 , , 5 2 9 4 6 5 7 3 , , 9 4 3 0 4 5 3 , , 3 1 3 9 0 7 9 , , 5 2 7 2 0 1 7 , , 8 8 5 6 0 6 2 , , 7 4 7 4 5 2 1 , , 9 1 1 3 7 6 5 , , 7 4 4 1 8 7 2 , , 6 6 9 3 7 5 0 1 , , 1 9 8 8 3 1 8 4 , , 7 6 8 5 3 2 3 3 , , 4 2 0 3 0 9 4 1 , , 9 5 3 7 5 2 5 , , 4 5 7 8 4 4 8 2 , , 8 7 7 2 3 4 4 1 , , 1 2 6 9 5 1 5 2 , , 8 7 5 6 8 1 5 1 , , 9 9 1 6 4 3 0 4 , , 2 1 9 6 5 0 8 2 , , 8 8 2 9 8 2 2 1 , , 8 6 6 6 4 8 3 , , 8 5 8 5 4 4 4 2 , , 3 7 6 3 5 0 2 1 , , 8 0 0 6 6 2 7 , , 4 8 5 0 2 1 4 , , 3 9 5 6 8 3 1 1 , , 3 9 9 9 9 4 9 , , 2 8 5 7 9 2 5 1 , , 3 4 6 2 9 2 7 , , 5 2 2 0 9 5 2 2 , , 1 6 0 0 6 8 1 2 , , 4 8 1 2 9 8 7 , , 4 3 8 0 2 9 4 , , 8 1 0 3 1 8 2 1 , , 8 8 5 8 6 0 1 1 , , 0 0 6 6 8 8 1 , 4 6 1 0 3 7 , , 0 3 4 4 4 7 1 , , 5 5 9 3 1 8 7 , , 3 4 0 4 3 1 4 , , 8 9 9 7 4 9 1 1 , , 7 8 1 8 3 7 9 , , 1 1 8 9 0 2 2 , , 1 9 6 4 2 9 1 , , 2 0 3 5 7 5 7 , 2 2 3 7 8 8 , , 4 9 4 2 8 0 4 , , 9 6 9 7 2 7 8 1 , , 2 9 0 2 3 1 3 , , 4 9 0 6 8 9 6 , , 4 6 8 0 5 8 8 , 4 6 1 0 3 7 , , 0 0 6 6 8 8 1 , , 0 3 4 4 4 7 1 , , 2 1 8 9 0 2 2 , , 1 9 1 1 6 1 4 3 , , 2 0 1 8 8 9 4 , , 3 9 2 9 4 1 9 3 , , 5 4 3 7 4 3 3 3 , , 8 4 9 1 0 8 5 , , 6 2 3 2 9 2 1 , , 9 1 0 5 5 0 2 3 , , 8 4 9 1 0 8 5 , 1 5 5 9 1 7 , 0 2 0 7 1 , 1 7 5 6 3 7 , 0 5 7 2 5 , , 9 2 4 2 3 2 0 1 , , 3 8 8 3 3 3 5 , , 2 1 3 6 6 5 5 1 , , 7 2 7 2 4 6 2 1 , , 5 1 6 5 3 3 8 1 , , 0 8 8 7 3 9 0 1 , 4 8 6 0 2 5 , , 4 7 4 8 5 4 1 , , 4 1 7 1 3 4 1 , , 8 6 8 2 8 5 5 , , 4 6 5 8 5 4 1 1 , , 4 2 3 8 3 5 9 , , 2 8 5 4 1 0 7 , , 2 8 5 4 1 0 7 , , 9 8 0 4 9 7 9 1 , , 0 9 8 8 2 3 6 1 , , 9 9 1 5 6 4 3 , , 2 4 9 4 6 9 4 , , 7 8 1 3 1 4 1 , 7 7 3 1 7 9 , 2 4 1 9 0 1 , , 0 2 3 6 3 9 5 , , 6 1 1 6 7 7 2 , , 0 3 3 2 2 5 1 , , 2 0 5 7 3 0 1 , 8 2 8 4 8 4 , , 0 5 7 6 3 9 7 2 , , 8 8 2 3 8 5 1 , , 8 3 0 0 2 5 9 2 , , 8 5 1 5 4 1 8 2 , , 1 5 7 6 4 4 2 , , 0 2 9 5 7 2 1 , , 1 7 6 2 2 7 3 , , 9 4 2 2 2 2 3 , , 0 7 0 5 3 1 3 , , 2 7 7 5 3 3 1 , , 3 4 8 0 7 4 4 , , 3 4 8 0 7 4 4 , , 9 8 7 2 4 5 1 3 , , 4 2 5 6 0 1 3 , , 3 1 3 9 4 6 4 3 , , 8 8 3 5 0 7 6 2 , , 5 1 1 2 7 1 9 , 7 7 7 1 4 5 , , 2 9 8 3 1 7 9 , , 2 9 8 0 7 3 5 , , 7 3 1 4 7 4 6 3 , , 1 7 8 8 3 2 3 , , 8 0 0 3 1 7 9 3 , , 4 1 3 9 4 5 7 2 , , 6 6 2 1 1 8 0 3 , , 6 3 5 1 8 3 3 , , 2 0 8 2 9 1 4 3 , , 8 3 3 9 0 4 7 2 , , 0 8 8 4 7 3 1 , 2 2 4 0 0 5 , , 5 2 9 3 4 9 7 , - , 0 0 0 3 4 3 4 , , 4 9 6 3 6 1 2 1 , , 4 6 4 3 8 7 6 , , 7 8 7 7 2 2 7 , , 0 9 1 6 5 3 1 3 , , 2 0 7 9 0 9 0 7 , , 7 7 8 1 0 0 7 3 , , 0 1 1 9 4 4 1 1 , - - 3 5 9 8 6 3 , , 7 9 5 0 9 3 2 1 , , 9 6 8 0 8 5 5 , , 7 8 7 6 4 7 3 4 , , 6 6 6 8 1 8 6 3 , , 0 2 1 8 2 9 6 , , 0 4 7 6 9 5 7 , , 4 7 0 5 4 3 5 , , 6 6 6 1 5 2 2 , , 2 0 7 9 0 9 0 7 , , 6 6 0 7 8 5 4 5 , , 6 3 6 2 2 3 6 1 , , 7 7 8 1 0 0 7 3 , , 0 5 4 4 8 4 8 2 , , 7 2 4 7 1 5 8 , , 9 7 9 9 2 0 7 1 , , 0 8 7 2 7 7 3 1 , , 9 9 1 7 5 2 3 , , 1 8 1 6 3 1 1 1 , , 3 7 3 7 8 4 5 , , 4 5 5 3 2 6 6 1 , , 0 6 0 7 9 6 3 1 , , 5 9 4 6 2 9 2 , - 0 2 8 3 8 6 , , 1 4 2 0 2 9 1 , , 5 8 5 3 2 9 2 , , 3 0 2 0 6 1 3 , , 9 1 2 6 8 8 3 , , 4 8 3 6 1 7 2 1 , , 9 0 8 9 3 4 0 1 , , 5 7 5 6 7 2 2 , , 5 9 3 9 7 1 3 , , 4 5 4 4 7 8 9 , , 4 5 4 4 8 9 7 , , 0 0 0 0 9 8 1 , 2 7 6 9 5 4 , , 0 4 5 6 0 7 5 , , 2 1 2 4 4 1 4 , , 5 9 4 8 6 4 1 , , 7 4 7 2 8 6 3 , , 8 0 4 2 6 1 3 , 0 4 3 0 2 5 , , 8 2 3 2 6 5 1 , , 5 6 1 0 3 8 8 , , 9 5 0 5 9 6 6 , , 8 6 8 6 4 2 5 , , 3 5 2 4 1 2 2 , , 7 4 3 3 7 3 3 1 , , 6 1 5 3 9 2 3 , , 6 4 9 6 4 8 7 , , 0 3 5 4 8 0 2 , , 3 1 4 7 8 4 8 , , 6 1 3 7 3 9 8 , , 5 5 5 2 9 8 1 , , 0 6 5 6 0 1 3 , - 4 8 4 6 0 9 , , 0 3 7 9 9 9 6 , , 0 0 0 0 0 2 4 , , 6 4 9 6 4 8 7 , - , 0 0 0 0 6 3 3 , , 7 7 0 3 7 3 0 2 , , 3 5 7 5 1 6 6 1 , , 9 1 7 6 4 2 1 , 6 0 1 5 4 4 , 5 4 7 4 3 9 , , 0 0 9 4 6 1 2 , , 9 4 2 1 3 3 3 , , 5 3 8 0 3 8 2 , , 3 1 3 2 5 6 0 1 , , 3 6 3 2 3 6 7 , , 1 2 4 2 8 3 9 , , 6 1 7 3 1 8 6 , , 0 0 3 7 2 8 2 , , 8 7 8 6 2 3 2 , , 0 4 5 6 4 0 2 , , 0 0 1 3 5 1 5 , , 1 0 4 2 0 3 4 , 0 0 0 0 4 8 , , 4 2 3 7 5 7 3 , , 6 4 9 6 4 8 7 , 4 1 4 0 0 5 , , 1 5 9 9 1 0 3 , , 5 0 7 8 6 5 2 , 2 2 4 0 0 5 , 9 9 6 0 5 8 , 6 7 3 5 2 1 , , 7 8 3 0 4 2 4 , , 0 2 1 7 9 8 3 , , 4 6 9 8 4 3 1 , , 4 8 0 6 4 2 5 , , 8 0 7 0 2 1 5 , , 9 2 7 3 5 8 1 , , 5 9 2 1 7 3 0 4 , 3 0 7 8 9 7 , , 3 5 5 1 5 2 3 , , 2 3 4 2 5 6 2 , , 9 8 8 9 6 5 2 , , 7 4 8 2 2 6 3 4 , , 1 6 4 2 8 3 9 3 , , 2 3 0 0 1 1 2 , , 3 4 8 1 1 3 1 , , 5 7 8 1 2 4 3 , , 5 7 3 1 5 7 2 , 4 4 5 2 8 , 0 0 5 0 7 6 , - , 0 0 6 0 8 2 ) 1 5 5 6 ( , , 3 3 5 2 8 1 1 , , 8 7 6 0 8 8 2 , , ) 9 0 8 4 0 4 2 ( , 2 8 5 6 3 9 , 8 3 7 0 9 4 , ) 1 5 2 2 2 7 ( , 9 8 1 1 , 8 9 5 0 9 7 , , 6 0 2 1 7 9 5 2 , , 1 8 2 6 2 5 3 , 7 7 6 7 4 6 , , 8 2 8 0 6 1 6 2 , , 1 1 3 5 9 2 6 2 , , 9 7 2 8 7 0 9 , , 8 0 8 2 6 5 1 , - - 4 6 3 3 4 7 , , 6 7 5 0 8 9 1 , , 9 0 5 3 3 3 1 , - 5 5 3 9 2 4 , , 1 5 0 1 8 0 1 , , 9 0 1 4 5 5 1 , - - - ) 1 9 7 2 6 ( , - 1 9 1 5 2 3 , , 7 0 0 4 8 0 4 , , 4 3 6 4 4 6 1 , , ) 7 8 8 6 4 4 2 ( , , 7 1 1 1 0 5 5 1 , , 9 3 4 0 1 1 3 , , 5 7 8 4 4 5 9 , , 4 0 9 3 3 1 4 , , 3 3 0 5 4 5 2 , - 7 4 3 6 9 5 , , 1 4 2 0 2 9 1 , , 5 4 1 6 0 7 1 1 , , 5 8 5 3 2 9 2 , , 8 7 3 5 8 2 2 , , 3 0 2 0 6 1 3 , - , 1 8 5 4 4 2 2 , , 1 5 6 1 3 4 2 , - , 2 6 5 4 4 9 , 5 1 2 3 2 7 4 , , 8 5 1 5 4 1 8 2 , , 2 9 6 3 7 3 1 , - 2 2 4 0 0 5 , , 7 0 1 8 7 6 8 , , 0 0 0 3 4 3 4 , - - , 1 9 4 7 9 8 7 , , 0 8 1 2 5 5 3 1 , - , 1 9 4 7 2 7 7 2 , , 7 1 0 1 4 9 6 , , 2 3 9 3 3 0 6 , , 6 6 0 7 8 5 4 5 , , 6 3 6 2 2 3 6 1 , , 0 5 4 4 8 4 8 2 , , 7 2 4 7 1 5 8 , , 6 1 4 9 2 0 3 1 , , 9 9 1 7 5 2 3 , , 3 8 4 6 1 7 1 1 , , 5 9 4 6 2 9 2 , , 0 0 3 6 0 1 9 , , 5 7 5 6 7 2 2 , , 9 9 0 5 5 5 7 , , 0 0 0 0 9 8 1 , , 2 1 2 4 4 1 4 , , 6 5 3 1 8 0 2 , , 0 4 3 0 2 5 , 8 2 3 2 6 5 1 , - , 0 0 0 0 6 3 3 , , 4 4 6 1 6 0 5 1 , , 5 3 8 0 3 8 2 , , 4 4 8 3 0 7 7 , , 6 1 7 3 1 8 6 , , 7 8 6 1 0 0 2 , 5 7 2 5 5 8 , , 3 7 0 6 7 4 3 , 0 0 0 0 4 8 , , 4 2 3 7 5 7 3 , , 6 4 9 6 4 8 7 , 4 1 4 0 0 5 , , 0 6 2 1 1 0 3 , , 5 0 7 8 6 5 2 , 2 2 4 0 0 5 , 8 1 8 3 1 2 , 6 7 3 5 2 1 , , 8 8 2 9 8 2 2 , , 5 3 7 9 6 5 1 4 , , 5 7 3 1 5 7 2 , 4 4 5 2 8 , , 0 0 5 0 7 6 , 0 0 0 0 0 5 4 , E R A U Q S S R E D L U B I T R A M K - - I S O B O L O C S O L S O B O L O C S O L S O B O L O C S O L I I S O B O L O C S O L E N O Z E U Q A Y A M O W T Z E U G A Y A M - - A Z A L P N R E T S E W A Z A L P N R E T S E W O C T S O C L L A M - - O R T N E C A Z A L P O R T N E C A Z A L P R E T N E C N W O T E L L V X E R I I L A T E R - O R T N E C A Z A L P B U L C S M A S ' - O R T N E C A Z A L P . T S T E K R A M W . L L A H E T H W I I C S A R A M A L L V I I T A N A M R E T N E C N W O T E C N O P Y B R A D R E P P U I I N L F F M T S E W T E E R T S T E K R A M 4 4 2 - 2 4 2 A Z A L P D R O F X E W O R O B H C R I I A Z A L P A H P L E D A L H P I I D L E F G N R P S I I R N O T S N A R C , A Z A L P L L A H S R A M R E T N E C G N P P O H S I F F U R D O O W T N O P I E L A D Y R R E H C K R A P T S E R O F I N O S D A M N O T S E L R A H C N O T S E L R A H C I E L L V N E E R G S N O M M O C E G D R Y R O K C H I I X T , I S L L H E H T F O R E T N E C I N O T A T S Y A W E T A G R E T N E C N E L W O D N O T G N L R A I N W O T Y A B A Z A L P S A D N E T S A L I X T , I I T S R H C S U P R O C A Z A L P E T A G D N A L S I I G N S S O R C N O N A B E L N O T S E R P I G N S S O R C N W O T E R A R P I I E K A L . . R T C P O H S S N O M M O C A T C O C S A T A I I S G N S S O R C L L A B M O T R E T N E C E N W O T S S E R P Y C K O O R B Y A B T A R E T N E C I I E G D R A T S V T A S P O H S R E T N E C G N P P O H S I I E G D R B D O O W S K A O T S E W N E D G O X T , A Z A L P I S E N A L P H T U O S R E T N E C N W O T E T U Q S E M I N O S K C A J E K A L I E T U Q S E M S L E F S N U A R B W E N A Z A L P R E K R A P O N A L P S K A O E K A L H T U O S I I E S A H P A Z A L P I E G D R A T S V I I E G D R A T S V I I S T H G E H L A N O L O C I I E G A L L V N W O T D L O D N O M H C R I D N O M H C R I A Z A L P O T L A O L L I J U R T 106 F O E T A D I N O T C U R T S N O C ) C ( 8 0 0 2 8 0 0 2 6 0 0 2 6 0 0 2 6 0 0 2 1 1 0 2 8 0 0 2 , 3 3 9 1 5 1 0 1 , , 9 7 8 4 6 2 2 , , 2 1 8 6 1 4 2 1 , , 4 4 6 4 7 2 4 6 , , 1 1 1 6 2 4 1 1 , , 5 5 7 0 0 7 5 7 , , 4 9 7 6 7 9 8 , , 0 4 2 1 3 3 8 4 , , 8 1 0 0 4 4 3 , , 5 1 5 9 6 3 7 2 , I I N O T A C E R P E D I I N O T A C E R P E D L A T O T T N E M E V O R P M I D N A L I I N O T S U Q C A I D E T A L U M U C C A D E T A L U M U C C A & F O E T A D , T S O C L A T O T F O T E N I G N D L U B I I I N O T A C E R P E D D E T A L U M U C C A D N A E T A T S E 3 1 0 2 , 1 3 R E B M E C E D L A E R - I I I E L U D E H C S T S O C I L A T N I I T N E U Q E S B U S O T I I N O T S U Q C A I I G N D L U B I & T N E M E V O R P M I D N A L I I I I S E R A D S B U S D N A N O T A R O P R O C Y T L A E R O C M K I ) A ( 4 0 0 2 8 0 0 2 7 0 0 2 3 1 0 2 2 1 0 2 2 1 0 2 2 1 0 2 5 8 9 1 5 0 0 2 2 1 0 2 3 1 0 2 7 0 0 2 7 0 0 2 7 0 0 2 7 0 0 2 7 0 0 2 8 0 0 2 6 0 0 2 7 0 0 2 9 0 0 2 7 0 0 2 , 2 0 7 1 0 2 4 1 , - - - - - - - - - - - - - - - - - - - , 4 6 7 0 7 5 1 4 , , 9 0 8 9 6 9 6 5 , , 3 4 7 0 3 0 2 3 , - - , 4 7 3 2 8 7 4 2 , - - - S E C N A R B M U C N E , 2 0 6 3 5 3 5 3 0 1 , , , 4 7 0 4 2 7 0 2 , , 4 5 1 9 3 4 5 , , 2 2 2 5 1 2 1 5 1 , , 5 2 3 5 7 9 2 , , 9 3 7 7 9 4 3 4 , , 6 6 7 6 2 2 1 , , 7 3 1 8 9 2 4 3 , 4 3 2 3 3 , , 5 1 2 9 4 0 2 , , 8 4 2 7 9 8 1 , , 9 2 4 4 6 5 6 , , 3 8 7 9 7 5 0 5 , , 0 9 5 5 5 5 7 8 , , 3 6 6 6 1 5 3 2 , , 8 5 8 2 3 0 9 , , 4 3 2 0 1 5 7 1 , , 6 3 0 2 8 4 4 , , 1 9 6 5 1 3 7 7 , , 6 2 1 9 5 5 8 1 , , 5 4 1 9 2 2 3 , , 9 4 6 9 2 8 1 , , 5 3 7 8 3 2 5 2 , , 0 2 9 7 1 3 8 1 , , 3 9 0 7 6 3 0 1 , , 0 2 2 3 0 8 1 , , 6 5 9 2 1 9 4 , , 0 7 4 7 1 6 2 , 8 4 1 1 8 7 , , 7 1 6 2 6 2 5 , 8 6 1 6 9 9 , 9 3 1 2 4 8 , , 1 3 1 9 6 4 2 , , 4 0 3 6 4 3 3 6 , , 0 1 7 9 4 8 1 , , 4 1 0 6 9 1 5 6 , , 2 9 9 7 5 5 9 4 , , 2 2 0 8 3 6 5 1 , , 5 8 2 8 7 3 3 5 , , 7 8 2 1 9 6 1 4 , , 3 5 4 4 2 2 9 1 , , 7 0 2 0 4 3 3 , , 5 9 0 8 7 8 4 , , 3 9 4 1 3 0 5 4 , , 2 3 4 8 5 1 3 3 , , 7 4 5 2 0 1 4 2 , , 2 3 2 6 6 2 8 1 , , 5 1 3 6 3 8 5 , , 1 6 0 3 7 8 1 1 , , ) 6 9 8 3 4 3 3 ( , , 2 6 9 6 0 6 3 3 , - , 3 6 6 6 1 5 3 2 , - , 3 6 6 6 1 5 3 2 , - , 4 4 6 8 1 6 6 , , 9 1 3 3 8 7 6 , , 4 6 9 1 0 4 3 1 , , 0 1 6 5 7 9 9 , , 0 7 6 1 9 3 9 2 , , 9 5 5 1 4 5 2 , , 0 3 2 3 3 9 1 3 , , 2 9 6 5 3 9 1 2 , , 8 3 5 7 9 9 9 , , 0 2 4 6 5 2 1 , , 8 9 5 1 1 7 8 1 , , 6 9 1 0 9 8 2 , , 0 2 4 6 5 2 1 , , 4 9 7 1 0 6 1 2 , , 8 9 7 2 0 5 4 1 , , 1 1 6 1 3 2 3 , , 1 1 6 1 3 2 3 , , 7 0 8 4 8 6 2 , 6 7 4 6 5 1 , , 3 8 2 1 4 8 2 , , 6 6 8 7 9 3 1 3 , , 5 1 5 6 3 6 5 3 , , 2 8 3 4 3 0 7 6 , 8 5 4 5 8 4 , , 5 8 4 6 5 0 2 , , 4 0 2 7 2 1 5 6 , , 3 3 0 3 6 6 4 4 2 7 , , , 6 3 8 0 8 6 8 7 8 1 , , , 9 6 8 3 4 3 3 2 1 9 , , , 3 7 1 4 4 1 3 2 0 7 , , , 0 2 4 6 5 2 1 , , 6 9 9 8 9 0 7 , , 3 5 1 6 4 7 2 , 8 9 7 4 8 7 , , 8 7 1 7 0 9 1 , , 6 9 6 9 9 1 0 0 1 2 , , , 9 4 1 6 5 5 , 7 6 3 9 2 0 2 , - - ) 0 ( , 4 0 2 7 2 1 5 6 , , 3 5 2 6 8 9 6 0 7 1 , , , 1 6 7 8 2 0 5 5 2 5 , , , 1 5 3 2 7 2 4 , , 2 3 2 9 0 2 1 1 , , 8 1 5 9 5 8 5 , , 4 7 1 4 7 8 3 , , 6 4 6 8 2 2 2 8 , , 5 9 5 6 7 1 1 2 , , 5 4 1 9 2 2 3 , , 7 9 7 0 1 6 2 , , 3 5 3 1 0 5 0 3 , , 9 8 0 4 1 3 9 1 , , 5 7 0 9 0 6 3 5 , , 1 7 5 9 1 6 8 2 , , 8 1 1 6 5 9 4 3 , , 3 4 1 5 9 0 2 1 , , 2 5 4 1 8 0 9 , 4 6 3 3 5 8 , , 1 5 4 2 5 8 1 , , 4 0 4 8 4 8 1 2 , , 0 9 8 5 2 2 3 1 , , 2 8 7 5 7 3 2 , 6 4 3 8 5 7 , , 9 4 9 2 5 6 8 , , 8 9 1 8 8 0 6 , , 8 0 0 6 4 0 9 , 5 2 2 2 4 2 , ) 4 6 0 8 7 7 ( , , 6 4 3 7 7 9 7 , , 3 1 8 3 7 8 9 1 , , 4 1 7 9 4 3 5 , , 8 9 1 8 7 5 1 , 7 7 1 8 9 3 , , 3 5 3 6 2 4 3 , , 8 8 6 1 0 3 1 , , ) 6 0 3 6 4 1 3 ( , 0 2 4 6 5 , , ) 1 1 1 6 1 2 4 ( , , 2 0 8 6 1 2 8 1 , , 7 1 5 7 5 2 1 , - - - - - - - 5 4 9 6 4 3 , , 6 1 6 8 3 2 3 1 , , 7 2 6 8 8 8 6 1 , , 8 2 2 3 6 1 6 2 , , 6 8 3 7 7 3 8 1 , , 1 4 8 5 8 7 7 , , 8 4 5 0 9 1 4 5 1 , , 0 9 1 8 8 6 3 9 , , 8 5 3 2 0 5 0 6 , , 4 5 9 6 4 5 5 4 , , 1 9 0 6 9 7 4 3 , , 3 6 8 0 5 7 0 1 , , 0 0 0 0 6 2 1 , , 4 8 3 5 9 1 6 3 , , 7 8 2 7 9 5 5 1 , , 7 1 0 0 9 0 8 6 , 0 0 0 0 0 9 , 0 0 0 0 6 3 , , 2 7 3 0 2 3 2 3 , , 7 8 2 5 9 9 4 1 , , 9 9 3 7 1 2 2 5 , 0 0 0 2 0 6 , , 3 1 0 5 7 8 3 , , 8 1 6 2 7 8 5 1 , , 6 2 6 7 3 0 2 9 , , 8 0 0 1 9 9 0 6 , , 8 1 6 6 4 0 1 3 , , 0 9 7 2 2 9 ) 9 6 9 9 1 1 ( , 1 6 7 9 1 2 , 8 5 9 1 9 9 , 9 9 2 6 9 , 0 6 3 0 0 1 , 0 5 4 5 0 2 , , 6 1 4 9 6 2 1 1 , , ) 9 7 6 6 8 7 5 1 ( , , 0 6 6 9 4 3 1 1 , , 4 0 0 4 5 0 8 , , 8 1 0 0 4 4 3 , , 9 0 2 1 5 4 8 4 , , 5 1 5 9 6 3 7 2 , , 5 2 6 7 5 1 8 1 , , 1 4 8 5 8 7 7 , , 1 3 2 6 9 6 2 9 , , 2 9 7 9 9 6 4 3 , , 8 5 3 2 0 5 0 6 , , 3 6 8 0 5 7 0 1 , I A R O T C A F T A E C A L P T E K R A M E H T A Z A L P N U R C A M O T O P H T R O N N R U B U A . R T C G N P P O H S I I E G A L L V R E T N O R F I R E T N E C G N P P O H S I W I E V Y E L L A V 0 4 6 9 9 7 , 0 0 0 0 6 3 , L E C R A P T U O T S E I W A P M Y L O , 1 7 8 5 2 7 3 , , 1 2 9 4 1 1 2 3 , , 6 9 7 9 2 5 1 7 , 0 0 0 2 0 6 , , 3 1 0 5 7 8 3 , , 0 0 9 6 4 3 2 1 , , 6 7 5 1 8 4 6 5 , , 0 9 3 6 0 2 4 2 , - - 1 8 7 0 2 7 , , 3 6 6 6 1 5 3 2 , , 8 4 9 6 9 0 1 1 , , 1 3 5 4 2 4 1 1 , - , 6 2 0 8 7 8 9 1 , , 7 1 4 8 6 5 7 , , 8 2 5 2 7 2 7 4 , , 0 7 0 3 7 8 0 1 , , 5 7 9 9 3 6 2 , , 1 6 8 8 8 3 3 , , 0 4 5 7 2 6 0 1 , , 3 4 7 6 3 3 1 1 , , 5 3 0 1 3 6 9 , , 3 6 6 0 7 9 2 , , 4 5 6 9 0 3 3 , , 8 2 4 6 1 7 3 1 , , 0 0 0 0 0 2 1 , , 8 7 2 9 2 9 8 , , 1 6 4 5 7 6 2 , 6 1 9 1 1 8 , , 8 7 1 7 0 9 1 , , 5 5 8 8 2 3 1 6 1 2 , , O D E R A L O V E U N - S U B M D A N O N O C X E M - I L A E R O G A L A Z A L P - M D A N O N O C X E M - I N A U J N A S A Z A L P - M D A N O N O C X E M - I I O R A N E T N E C A Z A L P - O C X E M I S O B A C S O L - T B M D A N O N O C X E M - I A L O R O T O M O C X E M - I . Q C A E T N A G G O C X E M - I I I A N A R O S A Z A L P - O C X E M I E S A H C R U P D N A L 0 0 0 2 A N A U J I T - O C X E M I O R D E P N A S - O C X E M I A L U H C A P A T - O C X E M I B E H O V A R B O R - O C X E M I I . C N I , V I N A O L H T R O N C R K R A M L E D A N V - E L H C I I A Z A L P E L A D R E V L S I N W O T S E L R A H C I E G D R E U L B I S E T R E P O R P O R C M I I O L L S O M R E H O C X E M - I I O L O F T R O P F O E C N A L A B Y O P M A C U R E P - I A M L - U R E P S L A T O T . Q C A O D L A W O C X E M - I 107 KIMCO REALTY CORPORATION AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2013 Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows: Buildings (years) Fixtures, building and leasehold improvements (including certain identified intangible assets) 15 to 50 Terms of leases or useful lives, whichever is shorter The aggregate cost for Federal income tax purposes was approximately $8.0 billion at December 31, 2013. The changes in total real estate assets for the years ended December 31, 2013, 2012 and 2011, are as follows: Balance, beginning of period ................................................................................ Acquisitions ............................................................................................................... Improvements .......................................................................................................... Transfers from (to) unconsolidated joint ventures.............................. Sales ............................................................................................................................... Assets held for sale ............................................................................................... Adjustment of fully depreciated asset ......................................................... Adjustment of property carrying values .................................................... Change in exchange rate ................................................................................... Balance, end of period ............................................................................................ 2013 8,947,286,646 475,108,219 107,411,806 317,995,154 (559,328,593) (77,664,078) (4,780,841) (69,463,649) (13,220,795) 9,123,343,869 2012 2011 8,771,256,852 8,587,378,001 406,431,259 118,072,955 (49,812,485) (186,887,870) (4,503,823) (27,412,282) (4,616,890) (67,392,013) 8,947,286,646 8,771,256,852 411,166,315 85,801,777 212,231,319 (503,767,086) (9,845,065) (21,711,782) (34,121,504) 36,275,820 The changes in accumulated depreciation for the years ended December 31, 2013, 2012 and 2011 are as follows: Balance, beginning of period ................................................................................ Depreciation for year .......................................................................................... Transfers (to) unconsolidated joint ventures .......................................... Sales ............................................................................................................................... Adjustment of fully depreciated asset ......................................................... Assets held for sale ............................................................................................... Change in exchange rate ................................................................................... Balance, end of period ............................................................................................ 2013 1,745,461,577 243,011,431 - (96,915,316) (4,780,841) (7,351,096) (744,919) 1,878,680,836 2012 2011 1,693,089,989 1,549,380,256 237,782,626 (2,725,794) (59,086,170) (27,412,282) (633,676) (4,214,971) 1,745,461,577 1,693,089,989 248,426,786 (8,390,550) (161,515,292) (21,711,782) (6,582,611) 2,145,037 Reclassifications: Certain amounts in the prior period have been reclassified in order to conform with the current period's presentation. 108 KIMCO REALTY CORPORATION AND SUBSIDIARIES SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE AS OF DECEMBER 31, 2013 (in thousands) Type of Loan/Borrower Description Location (c) Interest Accrual Rates Interest Payment Rates Final Maturity Date Periodic Payment Terms (a) Prior Liens Retail Retail NonRetail Retail Retail Retail Retail Retail NonRetail (d) 6.50% Westport, CT 7.57% Miami, FL 7.00% Toronto, ON 10.00% Las Vegas, NV 8.75% Arboledas, Mexico 7.57% Miami, FL 7.57% Miami, FL 7.57% Miami, FL Oakbrook Terrrace, IL 6.00% (e) 6.50% 7.57% 7.00% 10.00% 8.75% 7.57% 7.57% 7.57% 6.00% (e) 3/4/2033 6/1/2019 3/28/2018 5/14/2033 5/16/2014 6/1/2019 6/1/2019 6/1/2019 12/9/2024 (f) I P& I P& I I P& I P& I P& I P& I I - - - - - - - - - - (g) (g) (h) Mortgage Loans: Borrower A Borrower B Borrower C Borrower D Borrower E Borrower F Borrower G Borrower H Borrower I Individually < 3% Other: Individually < 3% Capitalized loan costs Total Face Amount of Mortgages or Maximum Available Credit (b) Carrying Amount of Mortgages (b) (c) $ 5,014 6,509 3,513 3,075 13,000 4,201 3,966 3,678 1,950 4,872 49,778 $ 5,014 3,556 3,285 3,075 2,931 2,504 2,476 2,293 1,950 2,631 29,715 600 - 515 13 $ 50,378 $ 30,243 I = Interest only; P&I = Principal & Interest (a) (b) The instruments actual cash flows are denominated in U.S. dollars, Canadian dollars and Mexican pesos as indicated by the geographic location above (c) The aggregate cost for Federal income tax purposes is $30.2 million (d) Comprised of six separate loans with original loan amounts ranging between $0.4 million and $1.5 million (e) Interest rates range from 6.88% to 10.00% (f) Maturity dates range from 11 months to 17 years Interest rate 2.28% (g) (h) Maturity date 4/1/2027 For a reconcilition of mortgage and other financing receivables from January 1, 2011 to December 31, 2013 see Note 10 of the Notes to Consolidated Financial Statements included in this annual report of Form 10K. 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. 109 Exhibit 12.1 Kimco Realty Corporation and Subsidiaries Computation of Ratio of Earnings to Fixed Charges For the year ended December 31, 2013 Pretax earnings from continuing operations before adjustment for noncontrolling interests or income loss from equity investees ................................................................................................................................... $ 37,465,676 Add: Interest on indebtedness (excluding capitalized interest) ............................................................................................................... Amortization of debt related expenses .................................................................................................................................................... Portion of rents representative of the interest factor ....................................................................................................................... 215,832,596 7,263,026 7,887,716 268,449,014 Distributed income from equity investees .................................................................................................................................................. 258,049,650 Pretax earnings from continuing operations, as adjusted ................................................................................................................ $ 526,498,664 Fixed charges - Interest on indebtedness (including capitalized interest)................................................................................................................. $ Amortization of debt related expenses .................................................................................................................................................... Portion of rents representative of the interest factor ....................................................................................................................... 217,095,852 2,641,694 7,887,716 Fixed charges ...................................................................................................................................................................................................... $ 227,625,262 Ratio of earnings to fixed charges .................................................................................................................................................................... 2.3 110 Exhibit 12.2 Kimco Realty Corporation and Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends For the year ended December 31, 2013 Pretax earnings from continuing operations before adjustment for noncontrolling interests or income loss from equity investees ................................................................................................................................ $ 37,465,676 Add: Interest on indebtedness (excluding capitalized interest)........................................................................................................... Amortization of debt related expenses ................................................................................................................................................ Portion of rents representative of the interest factor................................................................................................................... 215,832,596 7,263,026 7,887,716 268,449,014 Distributed income from equity investees ............................................................................................................................................... 258,049,650 Pretax earnings from continuing operations, as adjusted............................................................................................................ $ 526,498,664 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................................................................................................................... 217,095,852 66,244,525 2,641,694 7,887,716 Combined fixed charges and preferred stock dividends............................................................................................................. $ 293,869,787 Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends................................................................. 1.8 111 Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David B. Henry, certify that: 1. I have reviewed this annual 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(s) 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(s) 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 functions): (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, 2014 /s/ David B. Henry David B. Henry Chief Executive Officer 112 Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Glenn G. Cohen, certify that: 1. I have reviewed this annual 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(s) 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(s) 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 functions): (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, 2014 /s/ Glenn G. Cohen Glenn G. Cohen Chief Financial Officer 113 Section 1350 Certification Exhibit 32.1 Pursuant to 18 U.S.C. § 1350, as adopted pursuant to 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, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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, 2014 Date: February 26, 2014 /s/ David B. Henry David B. Henry Chief Executive Officer /s/ Glenn G. Cohen Glenn G. Cohen Chief Financial Officer 114 LOCATION PORTFOLIO YEAR DEVELOPED OR ACQUIRED LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES Exhibit 99.1 ALABAMA HOOVER ALASKA ANCHORAGE KENAI ARIZONA GLENDALE GLENDALE MARANA MESA MESA MESA PEORIA PHOENIX PHOENIX PHOENIX PHOENIX PHOENIX PHOENIX PHOENIX SUN CITY TEMPE TUCSON CALIFORNIA ALHAMBRA ANAHEIM ANAHEIM ANAHEIM (5) ANAHEIM BELLFLOWER CARLSBAD CARMICHAEL CHICO CHICO CHINO CHINO CHINO HILLS CHULA VISTA COLMA CORONA CORONA COVINA CUPERTINO (5) DALY CITY DUBLIN EL CAJON EL CAJON ELK GROVE ENCINITAS ESCONDIDO FAIR OAKS FOLSOM FREMONT FREMONT FRESNO FULLERTON GARDENA GRANITE BAY GRASS VALLEY HACIENDA HEIGHTS HAYWARD HUNTINGTON BEACH JACKSON LA MIRADA LA VERNE LAGUNA HILLS LINCOLN LIVERMORE LOS ANGELES LOS ANGELES MANTECA MODESTO MONTEBELLO MORAGA MORGAN HILL NAPA NORTHRIDGE NOVATO OCEANSIDE OJV KIR OJV PRU OJV PRU PRU PRU BIG BIG BLS PRU PRU BLS KIR PRU OJV CPP PRU PRU PRU PRU OJV PRU PRU BIG PRU PRU PRU OJV PRU PRU BIG OJV BLS PRU PRU BIG PRU KIR BIG OJV PRU 2007 2006 2003 1998 2008 2003 2009 2005 2011 2011 1998 1998 1998 1997 2009 2006 2011 2012 2011 2003 1998 1995 2006 2006 2006 2010 2010 1998 2008 2013 2006 2006 2008 1998 2013 1998 2007 2000 2006 2002 2006 2003 2010 2006 2006 2006 2006 2003 2007 2006 2009 2010 2006 2006 2006 2011 2006 2006 2008 1998 2010 2007 2013 2006 2010 2006 2010 2006 2000 2010 2003 2006 2005 2009 2006 79,790 167,862 228,071 153,180 229,707 131,621 70,428 94,379 184,329 62,559 62,285 190,174 195,455 15,396 347,236 159,573 105,338 113,233 160,928 213,721 264,335 69,812 339,001 168,264 73,352 356,335 228,465 491,898 148,805 278,562 107,969 614,026 140,358 80.9 PETCO 15,000 DOLLAR TREE 10,000 SHOE CARNIVAL 162,793 146,759 85.5 MICHAELS 100.0 HOME DEPOT 25,937 BED BATH & BEYOND 146,759 25,000 PETCO 221,388 169,257 191,008 227,627 ,082,180 91.1 FLOOR & DECOR 100.0 WALMART 100.0 LOWE'S HOME CENTER 100.0 SPORTS AUTHORITY 94.2 WALMART 75,000 SALON BOUTIQUE 81,535 MOR FURNITURE FOR LESS 191,008 11,000 40,000 MICHAELS 208,000 51,154 MEGA FURNITURE BASS PRO SHOPS OUTDOOR WORLD 33,234 MICHAELS 41,750 PETSMART 170,000 HOME DEPOT 25,520 53,984 98,054 MICHAELS JO-ANN FABRICS 40,734 ROSS DRESS FOR LESS 23,190 GUITAR CENTER 107,724 141,659 DD'S DISCOUNTS 62,573 TRADER JOE'S 42,504 29,765 DOLLAR TREE 110,627 MICHAELS 24,519 32,306 190,174 21,406 11,145 11,450 25,666 98.2 MOR FURNITURE FOR LESS 97.5 MP ARROWHEAD 96.0 BURLINGTON COAT FACTORY 78.8 HOME DEPOT 93.5 COSTCO 95.7 SAFEWAY 92.8 SAFEWAY (6) 85.9 ROSS DRESS FOR LESS 100.0 WALMART 89.6 CVS 100.0 WHOLE FOODS MARKET 100.0 LOWE'S HOME CENTER 10,000 18,000 17,500 25,339 102,589 - 23,984 20,293 100.0 COSTCO 100.0 NORTHGATE GONZALEZ MARKETS 116,560 COSTCO 15,396 92.2 FOREVER 21 93.5 RALPHS 100.0 STATER BROTHERS 98.7 STATER BROTHERS 92.6 MARSHALLS 83.7 HOME DEPOT 98.6 EVANS FURNITURE GALLERIES 92.9 RALEY'S 86.7 LA CURACAO 96.3 DOLLAR TREE 90.0 STATER BROTHERS 100.0 COSTCO 97.1 MARSHALLS 95.9 COSTCO 97.0 VONS 90.6 LOWE'S HOME CENTER 88.1 99 RANCH MARKET 95.8 HOME DEPOT 80,000 EL SUPER 45,000 RITE AID 37,440 64,039 PLANET FITNESS 27,000 DOLLAR TREE 110,861 WALMART 57,635 FOOD MAXX 62,098 104,465 ROSS DRESS FOR LESS 25,060 PETSMART 43,235 154,569 WALMART 32,000 NORDSTROM RACK 114,112 HOME DEPOT 55,650 PETSMART 111,348 STAPLES 29,657 109,000 SAFEWAY 40,459 JO-ANN FABRICS 13,454 54,087 SMART & FINAL 18,235 99 CENT DISCOUNT 29,025 16,610 KIDS R US 44,257 54,239 BED BATH & BEYOND 30,730 DD'S DISCOUNTS 24,225 RITE AID 153,578 PETCO 30,809 BED BATH & BEYOND 100,000 UFC GYMS 24,515 ANNA'S LINENS 25,632 SKYZONE 57,817 BURLINGTON COAT FACTORY 30,000 12,200 15,062 25,002 25,000 21,440 13,200 30,644 45,000 15,120 25,608 55,000 155,070 100.0 ORCHARD SUPPLY HARDWARE 35,829 MARSHALLS 32,000 ROSS DRESS FOR LESS 31,060 128,343 98,396 89,164 118,804 231,157 98,625 108,255 504,666 131,239 121,107 269,291 65,987 140,240 216,683 135,012 80,911 148,805 67,665 264,513 226,872 160,000 119,559 104,244 165,195 169,653 96,393 214,389 251,489 164,000 103,362 349,530 158,645 133,745 351,098 100.0 KOHL'S 92.8 RITE AID 100.0 BEL AIR MARKET 100.0 KOHL'S 78.3 LA FITNESS 95.4 RALEY'S 100.0 KOHL'S 89.4 SAFEWAY 96.2 SAVE MART 100.0 BED BATH & BEYOND 92.7 TOYS R US/BABIES/CHUCK E.CHEES 100.0 99 RANCH MARKET 91.1 RALEY'S 89.9 RALEY'S 98.0 VIVO DANCESPORT CENTER 94,926 MICHAELS 27,642 ROSS DRESS FOR LESS 56,435 58,004 TOTAL WOMAN GYM AND ATMOSPHERE 40,000 VONS 59,231 108,255 54,741 BED BATH & BEYOND 48,000 CVS 36,725 SPROUTS FARMERS MARKET 66,960 AMC THEATERS 22,000 RITE AID 60,114 60,114 12,000 DAISO JAPAN JCPENNEY 28,417 24,000 PETCO 13,000 40,000 CVS 39,830 MARSHALLS 24,437 BALLY TOTAL FITNESS 35,747 ROSS DRESS FOR LESS 42,963 AMC THEATERS 19,300 37,259 SOUTH YUBA CLUB 10,000 84.4 99 CENTS ONLY STORES 86.7 VONS 29,300 BIG LOTS 40,800 CVS 23,334 20,120 100.0 RALEY'S 78.4 U.S. POSTAL SERVICE 62,625 26,577 MOVIES 7 DOLLAR THEATRE 93.4 TARGET 100.0 MACY'S 91.9 SAFEWAY 88.7 ROSS DRESS FOR LESS 93.8 RALPHS/FOOD 4 LESS 100.0 KMART 96.9 SAFEWAY 56.3 RALEY'S (6) 97.9 SEARS 89.9 TJ MAXX 100.0 HOME DEPOT 100.0 TARGET 114,732 MARSHALLS 160,000 55,342 CVS 24,000 RICHARD CRAFTS 38,950 FACTORY 2-U 82,504 SUPERIOR MARKETS 58,090 BIG 5 SPORTING GOODS 49,800 PLANET FITNESS 105,000 TOYS R US/BABIES R US 31,133 CVS 103,362 116,000 HOME DEPOT 75.4 DSW SHOE WAREHOUSE 97.9 SAFEWAY 96.9 SEARS OUTLET 43,000 SUPER KING MARKET 51,199 RITE AID 38,902 ROSS DRESS FOR LESS 24,900 CVS 27,764 STAPLES 23,077 12,061 BIG 5 SPORTING GOODS 22,224 RITE AID 34,420 CVS 10,000 23,240 46,270 AMC THEATERS 25,844 U.S. POSTAL SERVICE 100,238 RALEY'S 39,348 24,769 DOLLAR TREE 30,000 BARNES & NOBLE 10,000 22,880 30,028 24,145 30,187 31,690 12,567 22,268 15,661 10,000 18,160 25,487 39,263 14,380 60,890 - 15,708 25,000 115 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME 97.3 84.5 92.4 94.0 88.4 TRADER JOE'S SMART & FINAL SAVE MART SAFEWAY SAVE MART 100.0 MACY'S 79.9 STEIN MART 89.0 CVS 100.0 100.0 99.1 100.0 92.5 100.0 100.0 100.0 91.1 ORCHARD SUPPLY HARDWARE BURLINGTON COAT FACTORY SPORTS AUTHORITY SAFEWAY SEAFOOD CITY 24 HOUR FITNESS COSTCO CLAIM JUMPER TJ MAXX NAMASTE PLAZA SUPERMARKET 100.0 89.0 96.7 100.0 ALBERTSONS 100.0 NORDSTROM 99.2 91.4 WALMART STEIN MART ROSS DRESS FOR LESS VONS PETCO HOME DEPOT ALBERTSONS ACE HARDWARE 24 HOUR FITNESS HOME DEPOT KMART ALBERTSONS SEARS OUTLET ACE HARDWARE 100.0 87.7 92.5 100.0 88.7 87.0 97.5 98.8 96.9 100.0 WALMART 96.9 100.0 89.1 87.1 80.7 98.9 97.0 100.0 96.3 91.6 90.6 93.0 90.7 92.7 RALEY'S TARGET KMART VONS RALPHS HOME DEPOT RALPHS ALBERTSONS CENTURY THEATRES PAVILIONS RALEY'S SAFEWAY DICK'S SPORTING GOODS 97.5 77.9 89.5 100.0 83.9 78.8 75.0 71.3 83.4 100.0 97.0 100.0 PRU PRU BIG KIF PRU OJV PRU BIG BLS PRU KIR CPP PRU BLS BLS OJV PRU PRU PRU KIR BIG KIR CPP BIG KIR BIG BLS PRU OJV OJV PRU PRU PRU PRU PRU PRU PRU BIG BIG OJV KIR KIR OJV KIF OCEANSIDE OCEANSIDE ORANGEVALE PACIFICA PACIFICA PLEASANTON POWAY RANCHO CUCAMONGA REDWOOD CITY RIVERSIDE ROSEVILLE ROSEVILLE SACRAMENTO (5) SAN DIEGO SAN DIEGO SAN DIEGO SAN DIEGO SAN DIEGO SAN DIEGO SAN DIEGO SAN DIEGO SAN DIEGO SAN DIMAS SAN JOSE SAN LEANDRO SAN LUIS OBISPO SAN RAMON SANTA ANA SANTA CLARITA SANTA ROSA SANTEE SIGNAL HILL TEMECULA TEMECULA TEMECULA TORRANCE TORRANCE TRUCKEE TRUCKEE TURLOCK TUSTIN TUSTIN TUSTIN TUSTIN UPLAND VALENCIA VISTA WALNUT CREEK WESTMINSTER WINDSOR WINDSOR YORBA LINDA COLORADO ARVADA AURORA AURORA AURORA COLORADO SPRINGS DENVER ENGLEWOOD FORT COLLINS GREELEY GREENWOOD VILLAGE HIGHLANDS RANCH HIGHLANDS RANCH LAKEWOOD LITTLETON LITTLETON CONNECTICUT BRANFORD ENFIELD FARMINGTON HAMDEN NORTH HAVEN WATERBURY WILTON WILTON DELAWARE ELSMERE WILMINGTON FLORIDA ALTAMONTE SPRINGS (5) BOCA RATON 2006 2006 2010 2004 2006 2007 2005 2006 2009 2008 2010 2013 2006 2000 2010 2009 2006 2007 2013 2013 2012 2007 2006 2006 2006 2005 1999 1998 2013 2005 2002 2010 1999 2010 2010 2000 2010 2006 2013 2006 2007 2003 2006 2006 2006 2006 2006 2006 2006 2010 2010 2012 2013 1998 1998 1998 1998 1998 1998 2000 2012 2003 2011 2013 1998 2011 2011 2000 2000 1998 1973 1998 1993 2012 2013 1979 2004 1998 1967 92,378 87,740 161,339 168,871 104,281 175,000 121,594 56,019 49,429 86,108 188,493 81,171 193,656 117,410 412,674 35,000 210,579 48,169 57,411 59,414 108,741 225,919 154,000 179,470 95,255 174,428 41,913 134,400 97,637 41,565 311,498 154,750 342,127 417,252 137,421 268,465 66,958 26,553 41,149 111,558 687,590 108,413 193,415 137,963 273,149 143,070 122,563 114,627 209,749 107,769 126,187 160,773 145,784 154,055 44,097 152,282 107,310 18,405 80,330 115,862 138,818 201,322 30,397 44,412 82,581 123,454 190,104 190,738 148,517 184,959 345,023 331,919 141,443 90,860 44,575 105,446 165,805 198,809 73,549 MAJOR LEASES TENANT NAME LAMPS PLUS USA DISCOUNTERS CVS ROSS DRESS FOR LESS RITE AID TENANT NAME GLA 11,000 23,800 31,180 U.S. POSTAL SERVICE 24,246 RITE AID 23,064 GLA 15,771 19,085 HOME GOODS 26,210 SPROUTS FARMERS MARKET 36,041 ROSS DRESS FOR LESS 27,471 SD MART SPORTS AUTHORITY PRICE SELF STORAGE 51,639 38,359 BIG 5 SPORTING GOODS 10,000 120,962 COSTCO HOME GOODS 30,619 CVS GLA 12,881 25,000 62,000 45,892 29,200 175,000 40,000 21,415 49,429 67,104 43,373 55,146 53,842 66,851 153,095 10,600 31,152 10,439 66,284 225,919 30,000 ROSS DRESS FOR LESS 101,500 WALGREENS 26,706 MICHAELS 52,071 MICHAELS 10,000 134,400 40,751 12,100 36,000 103,423 86,479 221,639 49,770 43,595 11,910 BED BATH & BEYOND PETSMART FOOD 4 LESS KOHL'S CVS UFC GYMS PETCO - 27,200 14,000 19,020 21,006 CVS TJ MAXX 30,000 26,550 52,640 88,728 17,800 40,635 MARSHALLS TRISTONE THEATRES ROSS DRESS FOR LESS 60,114 134,639 108,413 41,430 36,400 98,064 45,579 46,819 57,017 69,445 56,477 52,610 DECHINA 1 BUFFET AMC THEATERS 10,625 68,159 WHOLE FOODS MARKET RITE AID CVS (6) STAPLES CVS CVS COST PLUS HOWARD'S APPLIANCES & FLAT SCR CVS 19,072 GOODWILL INDUSTRIES 23,250 MICHAELS 24,133 CRUNCH 25,500 22,154 19,044 17,962 19,950 50,000 30,000 15,000 16,854 28,000 29,650 30,138 27,000 60,550 11,000 22,364 18,000 50,000 BED BATH & BEYOND 43,000 MICHAELS 23,923 HOBBY LOBBY ROSS DRESS FOR LESS 56,674 30,187 TJ MAXX ALBERTSONS DOLLAR TREE SAVE-A-LOT HOBBY LOBBY KOHL'S DOLLAR TREE 41,896 12,000 18,405 50,690 OLD COUNTRY BUFFET 105,862 GUITAR CENTER 100.0 BED BATH & BEYOND 27,974 MICHAELS 100.0 HOME DEPOT 193,676 28,140 - 14,301 10,000 10,000 21,323 SPACE AGE FEDERAL CU 11,047 KEY BANK (6) 11,250 SPROUTS FARMERS MARKET 21,236 82.7 100.0 95.6 100.0 92.6 SAFEWAY ACE HARDWARE KING SOOPERS 49,788 33,450 64,532 OFFICE DEPOT TJ MAXX 30,000 OFFICEMAX 25,267 BIG LOTS KOHL'S KOHL'S SPORTS AUTHORITY 100.0 95.1 97.8 100.0 WALMART 86.8 HOME DEPOT RAYMOUR & FLANIGAN FURNITURE STOP & SHOP BOW TIE CINEMAS 100.0 91.1 92.2 BIG Y 86,830 88,000 BEST BUY 50,000 NORDSTROM RACK BON-TON 89,750 COSTCO 111,500 STOP & SHOP 69,490 46,764 14,248 46,669 30,048 35,834 58,604 109,920 66,663 LA FITNESS BOB'S STORES TJ MAXX 100.0 BJ'S WHOLESALE CLUB 85,188 100.0 SHOPRITE 58,236 SPORTS AUTHORITY 42,456 RAYMOUR & FLANIGAN FURNITURE 83.1 86.5 WINN DIXIE (6) BAER'S FURNITURE 60,000 DSW SHOE WAREHOUSE 38,614 23,990 PETCO 116 23,500 19,831 33,320 49,133 25,050 36,000 15,250 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME 79,676 196,776 162,997 143,785 42,030 125,108 212,388 55,089 86,342 88,205 50,906 229,034 898,913 205,614 3,600 116,000 72,840 257,020 173,292 207,365 241,256 54,434 149,472 180,636 181,576 13,468 106,491 264,037 168,737 60,103 107,000 79,273 83,398 293,001 63,563 60,280 349,826 112,423 61,837 63,604 59,218 156,000 19,580 250,209 243,664 50,299 131,981 179,065 180,156 132,856 154,356 86,321 78,093 101,377 60,414 80,917 118,574 2,895 102,455 129,700 51,048 168,798 51,515 340,541 206,564 197,181 100,200 23,350 66,440 3,787 79,904 357,537 95,188 100.0 100.0 96.0 98.3 98.6 100.0 100.0 69.1 46.8 84.7 91.2 100.0 100.0 100.0 95.2 93.4 100.0 89.1 100.0 96.8 84.3 98.6 94.9 100.0 86.8 100.0 88.5 99.4 95.8 BONITA SPRINGS BOYNTON BEACH BRADENTON BRANDON CAPE CORAL CAPE CORAL CLEARWATER CORAL SPRINGS CORAL SPRINGS CORAL WAY DELRAY BEACH FORT LAUDERDALE HOLLYWOOD HOMESTEAD HOMESTEAD JACKSONVILLE (2) JACKSONVILLE JACKSONVILLE JENSEN BEACH KEY LARGO LAKELAND LAKELAND LARGO LARGO (5) LAUDERHILL LEESBURG MARATHON MARGATE MELBOURNE MERRITT ISLAND MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIDDLEBURG MIRAMAR (2) MOUNT DORA (5) NORTH LAUDERDALE NORTH MIAMI BEACH OCALA ORANGE PARK ORLANDO ORLANDO ORLANDO ORLANDO ORLANDO ORLANDO OVIEDO PENSACOLA PLANTATION POMPANO BEACH SAINT PETERSBURG SANFORD SARASOTA SARASOTA ST. AUGUSTINE TALLAHASSEE (5) TALLAHASSEE TAMPA TAMPA TAMPA TAMPA WEST PALM BEACH (5) WEST PALM BEACH WEST PALM BEACH WEST PALM BEACH WEST PALM BEACH WINTER HAVEN YULEE GEORGIA ALPHARETTA ATLANTA ATLANTA AUGUSTA AUGUSTA DULUTH FLOWERY BRANCH BLS KIR KIR BLS BLS OJV BLS CPP OJV BLS KIR BLS OJV BLS BLS OTH PRU OJV KIR BLS OJV KIR OIP OJV OJV OIP KIR BLS 2013 1999 1998 2001 2013 2013 2005 1994 1997 2003 2013 2009 2010 1972 1972 2005 2013 2010 1994 2000 2001 2006 1968 1992 1978 2008 2013 1993 1968 2013 1968 1965 1986 2009 2013 2013 2007 2011 2013 1995 2005 2005 1997 2007 1985 1997 2003 1971 2000 2008 1996 2009 2011 2013 2011 1974 2012 1968 2013 2008 1989 2013 1998 2013 2001 1997 2004 2007 2009 1967 1997 1995 2009 1973 2003 2008 2008 2007 2001 1995 2013 2011 PUBLIX BEALLS PUBLIX BED BATH & BEYOND PUBLIX REGAL CINEMAS HOME DEPOT PUBLIX PUBLIX HOME DEPOT BIG LOTS TJ MAXX 92.1 96.7 79.9 96.1 93.6 100.0 100.0 100.0 100.0 100.0 WINN DIXIE 97.6 93.5 99.7 100.0 100.0 76.3 82.7 88.6 72.9 93.9 97.3 19.2 92.0 WALMART 97.8 91.9 88.9 91.0 88.8 WINN DIXIE 78.2 HHGREGG PUBLIX STEIN MART HOBBY LOBBY KMART HOBBY LOBBY CHUCK E CHEESE PUBLIX TOYS R US/BABIES R US GSI COMMERCE CALL CENTER PUBLIX HOME DEPOT BABIES R US PUBLIX KMART 93.4 93.7 95.3 92.8 WINN DIXIE PUBLIX PUBLIX PUBLIX PETCO DOLLAR TREE 24 HOUR FITNESS GLA 54,376 103,479 42,112 40,000 MAJOR LEASES TENANT NAME GLA TENANT NAME GLA ALBERTSONS TJ MAXX ROSS DRESS FOR LESS 51,195 25,020 25,106 JO-ANN FABRICS YOUFIT HEALTH CLUBS ROSS DRESS FOR LESS JO-ANN FABRICS 44,684 100,200 33,517 29,500 55,944 44,840 52,936 142,280 56,077 MARSHALLS PARTY CITY STAPLES LA FITNESS B.J.'S WHOLESALE CLUB 32,265 49,865 STAPLES STAPLES 12,000 24,202 48,479 OFFICE DEPOT 120,251 29,575 OFFICEMAX KMART 30,209 44,840 36,000 52,973 108,842 53,271 10,440 101,900 42,112 44,450 SEARS OUTLET DOLLAR TREE PUBLIX STEIN MART ALDI AMC THEATERS STAPLES 28,020 10,078 48,555 39,500 TJ MAXX 25,200 ROSS DRESS FOR LESS 30,846 20,800 30,267 OFFICE DEPOT 23,500 PARTY CITY - 25,506 12,700 56,000 69,900 WALGREENS SAM ASH MUSIC 25,460 OFFICE DEPOT 15,525 GOODWILL INDUSTRIES 25,117 12,430 44,840 105,154 40,214 31,200 WALGREENS 114,000 MARSHALLS 11,880 27,808 NAVARRO DISCOUNT PHARMACY 44,271 45,600 56,000 34,890 22,418 10,000 36,025 BUY BUY BABY LITTLE VILLAGE LEARNING CENTER 29,953 OFFICE DEPOT 10,000 PARTY CITY 10,000 HOME DEPOT 110,410 CHANCELLOR ACADEMY 46,531 PUBLIX 108,795 95.9 PUBLIX 51,420 WALGREENS 85.5 100.0 64.7 BEST BUY BED BATH & BEYOND FLORIDA CAREER COLLEGE KMART 24 HOUR FITNESS ROSS DRESS FOR LESS 96.5 79.9 100.0 81.9 MARSHALLS THE FRESH MARKET 96.2 PUBLIX 94.9 95.9 PUBLIX 100.0 WHOLE FOODS MARKET SERVICE MERCHAND 30,038 25,978 MICHAELS C-TOWN 44,000 PUBLIX TJ MAXX BIG LOTS GOLFSMITH GOLF CENTER 101,665 49,875 43,611 30,027 18,400 44,270 61,389 28,320 WHOLE FOODS MARKET 15,930 29,618 24,321 23,145 JO-ANN FABRICS 55,000 26,843 ORLANDO HEALTH 25,375 ALDI 20,179 PETCO 13,120 KASH N' KARRY (6) 45,871 TJ MAXX 29,958 YOUFIT HEALTH CLUBS TJ MAXX SWEETBAY 29,825 OFFICEMAX 46,295 AARON'S 23,800 DOLLAR TREE 10,000 PET SUPERMARKET STEIN MART 31,920 HOME GOODS 24,471 FRESH MARKET BEST BUY AMERICAN SIGNATURE LOWE'S HOME CENTER PUBLIX FLORIDA SCHOOL FOR DANCE EDUCA 46,121 49,106 167,000 55,000 23,350 JO-ANN FABRICS ROSS DRESS FOR LESS 45,965 26,250 DSW SHOE WAREHOUSE BED BATH & BEYOND BABIES R US (6) KMART BIG LOTS 40,960 123,011 WINN DIXIE 41,200 JO-ANN FABRICS 59,426 80.0 PETCO 15,335 DOLLAR TREE 130,515 259,495 175,835 532,945 112,537 78,025 92,985 87.4 85.7 74.6 MARSHALLS KROGER KROGER HOBBY LOBBY 98.2 100.0 TJ MAXX 97.6 WHOLE FOODS MARKET PUBLIX 94.4 117 DAYS INN 62,000 56,647 36,598 OFF BROADWAY SHOE WAREHOUSE SPORTS AUTHORITY ROSS DRESS FOR LESS 65,864 35,200 70,125 54,340 53,291 12,375 10,220 ROSS DRESS FOR LESS BUDDY'S HOME FURNISHINGS - 39,392 23,500 OLD NAVY PLANET FITNESS 44,118 HHGREGG 30,187 15,000 15,000 20,347 17,055 24,887 114,764 23,500 23,500 24,840 39,795 - 25,304 - - - 24,787 24,700 14,100 - - - - - 15,595 19,700 10,000 22,300 40,852 26,191 28,102 10,225 19,838 13,939 44,000 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR KIR OJV KIR OJV KIR OJV OJV KIR KIR KIF LAWRENCEVILLE LILBURN SAVANNAH SAVANNAH SNELLVILLE VALDOSTA IDAHO NAMPA ILLINOIS AURORA BATAVIA BELLEVILLE BLOOMINGTON BLOOMINGTON BRADLEY BUTTERFIELD SQUARE CALUMET CITY CHAMPAIGN CHAMPAIGN CHICAGO CHICAGO COUNTRYSIDE CRYSTAL LAKE DOWNERS GROVE DOWNERS GROVE ELGIN (5) FAIRVIEW HEIGHTS (5) FOREST PARK GENEVA KILDEER LAKE ZURICH MOUNT PROSPECT MUNDELEIN NAPERVILLE NORRIDGE OAK LAWN OAKBROOK TERRACE ORLAND PARK PEORIA ROCKFORD ROLLING MEADOWS (5) ROUND LAKE BEACH SKOKIE STREAMWOOD VERNON HILLS WAUKEGAN WOODRIDGE INDIANA GREENWOOD INDIANAPOLIS SOUTH BEND SOUTH BEND IOWA CLIVE COUNCIL BLUFFS DES MOINES DUBUQUE SOUTHEAST DES MOINES WATERLOO KANSAS OVERLAND PARK WICHITA WICHITA KENTUCKY BELLEVUE FLORENCE LEXINGTON LOUISIANA BATON ROUGE BATON ROUGE HARVEY LAFAYETTE LAFAYETTE LAKE CHARLES SHREVEPORT 2013 2013 1993 2008 2001 2004 2005 1998 2002 1998 1972 2003 1996 1998 1997 2001 1998 1997 1997 1997 1998 1999 1997 1972 1998 1997 1996 2013 2005 1997 1998 1997 1997 1997 2001 1997 1997 2008 2003 2005 1997 1998 2012 2005 1998 1970 1964 2003 1998 1996 2006 1999 1997 1996 1996 2006 1998 1996 1976 2004 1993 1997 2013 2008 1997 2010 2010 2010 GLA 36,995 31,000 21,000 34,000 34,624 22,192 26,040 24,123 12,618 12,000 15,726 10,000 17,375 27,619 LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) 285,656 73,910 186,526 198,311 311,093 175,396 98.7 100.0 98.7 96.0 97.9 100.0 TENANT NAME HOBBY LOBBY KROGER BED BATH & BEYOND HHGREGG KOHL'S LOWE'S HOME CENTER 132,259 96.2 STEVENS-HENAGER COLLEGE 89,138 100.0 CERMAK PRODUCE AURORA KOHL'S KMART SCHNUCK MARKETS JEWEL-OSCO CARSON PIRIE SCOTT HOME DEPOT EXPO (6) 100.0 MARSHALLS 100.0 100.0 100.0 BEST BUY HOBBY LOBBY BURLINGTON COAT FACTORY KMART 274,282 98,860 188,250 73,705 80,535 100,000 162,174 111,720 111,985 102,011 86,894 3,500 80,624 141,578 141,702 178,920 94.8 82.4 94.6 100.0 100.0 100.0 100.0 100.0 100.0 89.3 100.0 97.0 MAJOR LEASES TENANT NAME AMC-COLONIAL 18 GLA 65,442 TENANT NAME ROSS DRESS FOR LESS TJ MAXX ROSS DRESS FOR LESS BELK 33,067 MARSHALLS 30,187 COST PLUS 58,416 HHGREGG HOBBY LOBBY 51,214 BUY BUY BABY TOYS R US/BABIES R US 46,070 BARNES & NOBLE BIG LOTS DICK'S SPORTING GOODS CARLE CLINIC RAINBOW SHOPS ROSS DRESS FOR LESS 28,400 30,247 MICHAELS 41,290 13,770 BEAUTY ONE GLA 67,400 62,000 35,005 32,026 86,584 169,896 15,000 89,138 86,584 81,490 68,800 65,028 80,535 100,000 30,557 45,350 70,695 75,623 86,894 HOBBY LOBBY SHOP & SAVE MARKET TJ MAXX ELGIN MALL 65,502 MONKEY JOE'S DOLLAR TREE 42,610 BEST BUY 54,850 ELGIN FARMERS PRODUCTS 81,550 15,122 15,808 WALGREENS 54,400 OLD NAVY 31,358 AARON SALES & LEASE OWNERSHIP 81,672 100.0 OFFICEMAX 27,932 PETCO 13,500 96,871 104,688 35,000 MICHAELS 31,578 OLD NAVY HOBBY LOBBY 56,596 TRUE VALUE 98,371 104,688 165,822 9,029 192,547 89,692 100.0 100.0 100.0 100.0 100.0 100.0 102,327 97.9 116,914 183,893 176,263 15,535 162,442 89,047 100.0 100.0 100.0 100.0 83.7 100.0 KMART GANDER MOUNTAIN BED BATH & BEYOND KOHL'S BURLINGTON COAT FACTORY BURLINGTON COAT FACTORY KMART KMART HOME DEPOT KMART BEST BUY 101,097 87,547 100,200 116,914 140,580 121,903 122,605 45,760 CHUCK E CHEESE BIG LOTS 15,934 30,000 LOYOLA UNIV. MEDICAL CENTER (6) 13,000 ROSS DRESS FOR LESS 34,000 27,947 100.0 GOODWILL INDUSTRIES 21,000 58,455 81,000 192,624 5,883 145,095 198,556 165,255 271,335 81,668 90,000 239,324 148,954 82,979 111,847 100.0 MARSHALLS VALUE CITY 100.0 DICK'S SPORTING 100.0 GOODS 100.0 97.5 HOLLYWOOD BLVD CINEMA 30,406 OLD NAVY 81,000 54,997 PETSMART 28,049 27,518 CHUCK E. CHEESE'S 14,040 48,118 SHOE CARNIVAL 15,000 100.0 79.4 94.0 100.0 MENARD BABIES R US KROGER BED BATH & BEYOND 49,426 63,468 28,000 81,668 TOYS R US CVS TJ MAXX 100.0 100.0 83.4 100.0 100.0 KMART HOBBY LOBBY BEST BUY SHOPKO HOME DEPOT TJ MAXX 90,000 55,000 35,280 OFFICEMAX 82,979 111,847 47,000 TJ MAXX 12,800 DOLLAR GENERAL 28,000 DSW SHOE WAREHOUSE 20,830 10,686 26,069 25,160 24,428 BED BATH & BEYOND PETSMART 20,400 22,646 104,074 100.0 HOBBY LOBBY 65,045 TJ MAXX 29,029 SHOE CARNIVAL 10,000 120,164 133,771 97.7 100.0 HOME DEPOT BEST BUY 113,969 45,300 TJ MAXX 30,000 NORTHERN TOOL & EQUIPMENT 18,040 96,011 100.0 53,695 99,578 223,135 349,857 62,682 174,445 244,768 29,405 134,844 93,669 DICK'S SPORTING GOODS KROGER DICK'S SPORTING GOODS BEST BUY BURLINGTON COAT FACTORY BEST BUY STEIN MART 100.0 97.8 96.9 94.1 100.0 96.8 100.0 92.1 98.2 MARSHALLS 96.4 OFFICEMAX 118 48,933 GORDMANS 47,078 45,695 60,250 CHRISTMAS TREE SHOPS 32,138 45,750 BED BATH & BEYOND 43,072 TOYS R US/BABIES R US 41,900 80,450 STEIN MART 40,000 K&G MEN'S COMPANY 32,723 45,733 MICHAELS 37,736 HOME FURNITURE COMPANY 24,626 36,000 BARNES & NOBLE TJ MAXX 30,000 23,500 ROSS DRESS FOR LESS BARNES & NOBLE 29,975 23,100 OLD NAVY BED BATH & BEYOND 23,000 32,556 20,000 15,000 YEAR DEVELOPED OR PORTFOLIO ACQUIRED LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME 78,761 58,416 97.5 MICHAELS 100.0 86,422 100.0 98,940 89.9 BURLINGTON COAT FACTORY DSW SHOE WAREHOUSE LOCATION SHREVEPORT WALKER MAINE BANGOR SOUTH PORTLAND MARYLAND BALTIMORE BALTIMORE BALTIMORE BALTIMORE BALTIMORE BALTIMORE BALTIMORE BEL AIR CLARKSVILLE CLINTON CLINTON COLUMBIA COLUMBIA COLUMBIA COLUMBIA COLUMBIA COLUMBIA (5) COLUMBIA COLUMBIA COLUMBIA DISTRICT HEIGHTS EASTON ELLICOTT CITY ELLICOTT CITY ELLICOTT CITY FREDERICK GAITHERSBURG GAITHERSBURG HUNT VALLEY LAUREL LAUREL NORTH EAST OWINGS MILLS PASADENA PERRY HALL PERRY HALL PIKESVILLE TIMONIUM TIMONIUM TOWSON TOWSON WALDORF WALDORF MASSACHUSETTS GREAT BARRINGTON HYANNIS MARLBOROUGH PITTSFIELD QUINCY SHREWSBURY STURBRIDGE MICHIGAN CANTON CLARKSTON CLAWSON CLINTON TOWNSHIP FARMINGTON KALAMAZOO LIVONIA MUSKEGON OKEMOS TAYLOR WALKER MINNESOTA EDEN PRAIRIE MAPLE GROVE MAPLE GROVE MINNETONKA ROSEVILLE MISSISSIPPI HATTIESBURG MISSOURI CRYSTAL CITY ELLISVILLE FLORISSANT INDEPENDENCE JOPLIN JOPLIN KANSAS CITY 2010 2013 2001 2008 2007 2007 2013 2007 2004 2004 2013 2004 2007 2003 2003 2012 2013 2013 2007 2013 2002 2005 2011 2013 2010 2004 2013 2004 2007 2003 1999 2010 2008 1964 1972 2007 2005 2003 2003 2004 2011 2007 2003 2004 2012 2003 2003 1994 2004 2004 2004 2005 2000 2013 2005 1996 1993 2005 1993 2002 1968 1985 2005 1993 1993 2005 2001 2006 1998 2005 2004 1997 1970 1997 1998 1998 1998 1997 SEB SEB BLS SEB KIF OIP OIP SEB BLS BLS SEB BLS OIP SEB KIF BLS KIF PRU BIG SEB OJV KIF SEB KIF KIF OJV KIF OIP BLS OJV KIR KIR KIR MAJOR LEASES TENANT NAME DOLLAR TREE GLA 12,000 TENANT NAME GLA GLA 23,875 86,422 25,000 DOLLAR TREE 15,450 GUITAR CENTER 12,236 SALVO AUTO PARTS RITE AID 12,000 11,868 DOLLAR TREE 10,000 CVS 10,125 DOLLAR TREE 10,000 HOME GOODS 23,294 95,932 54,200 14,856 58,187 55,108 56,892 43,136 55,032 62,943 26,706 16,000 57,994 56,905 55,164 11,627 DOLLAR TREE TJ MAXX REI 40,750 63,062 64,333 64,885 55,000 50,093 146,773 56,166 60,102 MATTRESS & FURNITURE PETCO KOHL'S 30,600 24,075 COLUMBIA EXPONENTS BOOKS-A-MILLION 28,000 10,004 10,000 12,400 106,889 SAFEWAY 10,026 55,164 MART HANCOCK FABRICS 11,950 OLD COUNTRY BUFFET 10,000 SEAFOOD PALACE BUFFET 12,709 OLD COUNTRY BUFFET 10,155 RITE AID 21,250 ACE HARDWARE 18,704 STAPLES AAA MID-ATLANTIC TARGET 15,000 11,500 CVS 132,608 WEIS MARKETS 100.0 97.7 100.0 KMART SAFEWAY CORT FURNITURE RENTAL 100.0 WEIS MARKETS 100.0 100.0 98.3 94.1 100.0 GIANT FOOD GIANT FOOD GIANT FOOD SAFEWAY GIANT FOOD 100.0 MICHAELS 100.0 OLD NAVY 100.0 100.0 92.4 90.7 GIANT FOOD HARRIS TEETER SAFEWAY DAVID'S NATURAL MARKET 100.0 100.0 NORDSTROM RACK 100.0 99.9 96.3 100.0 96.7 100.0 100.0 86.4 TOYS R US/BABIES R US GIANT FOOD GIANT FOOD GIANT FOOD SAFEWAY TARGET GIANT FOOD GREAT BEGINNINGS FOOD LION RITE AID RUGGED WEARHOUSE GIANT FOOD DOLLAR TREE 95.4 91.5 100.0 100.0 90.3 100.0 71.4 BRUNSWICK BOWLING 86.8 GIANT FOOD 100.0 GIANT FOOD 92.3 AMERICAN RADIOLOGY 91.7 GIANT FOOD 89.1 SAFEWAY 100.0 100.0 WALMART 100.0 100.0 FAIR LANES WALDORF 12,000 55,330 13,253 38,372 14,564 40,544 56,848 63,529 13,573 61,941 59,180 154,828 26,128 152,834 114,045 58,879 77,287 78,477 90,903 94,030 129,927 105,907 2,544 26,412 50,000 73,230 100,803 98,399 91,165 56,624 6,780 99,350 100,841 90,929 113,330 86,456 139,898 433,467 86,968 88,277 71,329 94,653 75,924 81,550 87,006 14,564 38,727 173,475 65,059 105,530 59,799 187,561 88,405 679,843 26,128 4,500 131,102 100.0 KMART 52,486 PRICE CHOPPER 44,667 231,546 104,125 72,014 80,510 109,250 230,590 36,601 151,358 135,424 19,042 96,915 280,204 33,121 79,215 19,451 141,549 387,210 18,411 466,647 474,657 120,231 108,213 98.1 100.0 92.3 100.0 93.6 100.0 SHAW'S SUPERMARKET BEST BUY STOP & SHOP HANNAFORD BOB'S STORES STOP & SHOP ABC WAREHOUSE 100.0 69.1 OFFICE DEPOT STAPLES 87.1 GOLFSMITH 100.0 57.2 100.0 94.0 95.5 100.0 100.0 100.0 100.0 98.5 98.8 100.0 100.0 FITNESS 19 HOBBY LOBBY CVS PLUMB'S FOOD DOLLAR TREE KOHL'S RUBY-15-WALKER, LLC DOLLAR TREE BYERLY'S LOWE'S HOME CENTER TOYS R US/BABIES R US GOLFSMITH 295,848 92.7 100,724 118,080 172,165 184,706 155,416 80,524 150,381 100.0 89.0 100.0 100.0 100.0 100.0 97.9 ASHLEY FURNITURE HOMESTORE KMART SHOP N SAVE KMART KMART ASHLEY FURNITURE HOMESTORE JOPLIN SCHOOLS HOME DEPOT 119 TOYS R US/BABIES R US DSW SHOE WAREHOUSE 54,712 45,000 61,935 55,087 40,982 57,769 MARSHALLS RITE AID BED BATH & BEYOND 46,932 HOME GOODS 22,362 14,247 32,767 30,000 CINEMAGIC THEATERS STAPLES 23,000 19,605 24,000 19,042 10,250 56,455 13,810 34,332 12,200 93,310 156,366 12,000 55,043 137,933 61,369 18,480 PETCO CVS ALDI 13,601 10,624 16,498 RITE AID 14,564 VALUE CITY 46,549 MARSHALLS 34,151 BABIES R US KOHL'S BEST BUY DICK'S SPORTING GOODS GOLFSMITH GOLF CENTER 37,459 104,508 PARTY AMERICA STAR THEATRE - 45,953 51,182 MARSHALLS 25,775 JO-ANN FABRICS 10,780 74,211 - 45,940 33,335 45,000 ROSS DRESS FOR LESS 30,187 BED BATH & BEYOND 23,065 100,724 80,000 135,504 131,677 36,412 80,524 113,969 K&G MEN'S COMPANY THE TILE SHOP ROSS DRESS FOR LESS 27,000 26,682 29,108 OFFICEMAX 23,500 THE LEATHER COLLECTION - 26,692 10,125 55,452 24,904 18,689 29,000 LOCATION KIRKWOOD LEMAY MANCHESTER SAINT CHARLES SAINT CHARLES SAINT LOUIS SAINT LOUIS SAINT LOUIS SAINT LOUIS SAINT LOUIS SAINT PETERS SPRINGFIELD SPRINGFIELD SPRINGFIELD NEBRASKA OMAHA NEVADA HENDERSON HENDERSON LAS VEGAS LAS VEGAS LAS VEGAS LAS VEGAS RENO RENO RENO RENO RENO RENO SPARKS SPARKS NEW HAMPSHIRE MILFORD NASHUA SALEM NEW JERSEY BAYONNE BRICKTOWN BRIDGEWATER CHERRY HILL CHERRY HILL CHERRY HILL CHERRY HILL CINNAMINSON CLARK CLARK CLARK DELRAN DELRAN EAST WINDSOR EDGEWATER HOLMDEL HOLMDEL HOWELL MOORESTOWN NORTH BRUNSWICK PISCATAWAY RIDGEWOOD SEA GIRT UNION WAYNE WESTMONT NEW MEXICO ALBUQUERQUE ALBUQUERQUE (5) NEW YORK AMHERST BAYSHORE BELLMORE BRIDGEHAMPTON BRONX (5) BROOKLYN BROOKLYN BROOKLYN BROOKLYN BROOKLYN HEIGHTS BUFFALO CENTEREACH CENTEREACH COMMACK COMMACK YEAR DEVELOPED OR PORTFOLIO ACQUIRED KIR PRU PRU BIG BIG BIG PRU BLS BLS BLS BLS KIF KIR SEB KIR KIR PRU OJV OJV KIR OJV OJV 1990 1974 1998 1998 1998 1998 1972 1998 1997 1997 1997 1994 2002 1998 2005 1999 2006 2006 2010 2010 2010 2006 2006 2006 2013 2013 2013 2007 2013 2008 2004 1994 2004 2005 2001 1985 1996 2007 2011 1996 2013 2013 2013 2000 2005 2008 2007 2007 2007 2005 2009 1994 1998 1994 2005 2007 2009 1994 1998 1998 2009 2006 2004 2009 1990 2000 2003 2004 2004 2012 2009 1993 2006 1998 2007 130,773 77,650 361,486 111,245 158,394 31,616 36,619 113,376 146,601 104,319 119,871 119,601 113,743 148,002 174,302 344,976 23,901 5,589 241,997 124,750 129,809 209,185 256,099 123,388 85,000 52,812 41,537 77,583 37,308 249,029 423,315 299,723 234,557 30,000 201,351 442,554 97,348 24,280 20,485 98,193 331,528 173,259 183,738 59,881 101,066 176,831 24,802 287,507 188,377 80,708 10,000 29,671 40,373 7,200 141,466 379,927 105,851 261,664 24,617 LEASABLE AREA (SQ.FT.) 251,775 79,747 89,305 8,000 84,460 113,781 129,093 176,273 169,982 128,765 176,804 282,792 84,916 209,650 PERCENT LEASED (1) TENANT NAME 100.0 HOBBY LOBBY 100.0 100.0 100.0 100.0 100.0 96.0 95.6 100.0 100.0 100.0 99.3 100.0 100.0 SHOP N SAVE KOHL'S KOHL'S KOHL'S SHOP N SAVE BURLINGTON COAT FACTORY HOME DEPOT KMART HOBBY LOBBY BEST BUY BED BATH & BEYOND KMART GLA 64,876 56,198 89,305 84,460 92,870 68,307 80,000 MAJOR LEASES TENANT NAME BURLINGTON COAT FACTORY DOLLAR GENERAL CLUB FITNESS BIG LOTS 122,540 NAPA AUTO PARTS 128,765 57,028 48,150 30,050 MARSHALLS 122,306 OFFICE DEPOT SPORTS AUTHORITY JCPENNEY GLA 58,400 TENANT NAME SPORTS AUTHORITY GLA 35,764 10,500 20,911 35,040 18,442 SOCIETY OF ST. VINCENT DE PAUL 27,000 40,418 OFFICE DEPOT 46,144 29,400 28,000 TJ MAXX ROSS DRESS FOR LESS PACE-BATTLEFIELD, LLC 178,686 81.2 MARSHALLS 33,000 BIG LOTS 28,760 OFFICEMAX 176,081 75.2 40,745 BIG LOTS 30,000 SAVERS 24,500 31,275 25,466 26,000 20,022 25,000 30,000 10,352 17,325 13,800 43,905 37,355 37,491 23,766 17,000 30,000 35,000 37,344 25,482 52,440 49,132 13,271 12,000 28,788 COST PLUS 18,665 COLLEEN'S CLASSIC CONSIGNMENT ALBERTSONS ALBERTSONS 74.6 93.9 89.8 WALMART 89.8 OPPORTUNITY VILLAGE 80.4 SAVERS 75.2 100.0 75.0 79.3 90.5 93.8 93.9 95.0 PIER 1 IMPORTS SCOLARI'S WAREHOUSE MARKET BED BATH & BEYOND RALEY'S RALEY'S SAFEWAY RALEY'S 92.5 SHAW'S SUPERMARKET 100.0 MICHAELS 100.0 KOHL'S 49,100 58,050 114,513 COLLEEN'S CLASSICS CONSIGNMENT DOLLAR TREE 36,800 39,641 OFFICEMAX - 10,542 50,451 35,185 WILD OATS MARKETS (6) 65,519 61,570 56,061 63,476 SHELL OIL CVS RITE AID 71,000 24,300 MODELL'S 91,282 SHAW'S SUPERMARKET 100.0 100.0 100.0 77.4 100.0 97.6 94.5 100.0 100.0 100.0 100.0 100.0 75.3 100.0 100.0 93.9 100.0 100.0 97.7 DOLLAR TREE 23,901 BED BATH & BEYOND STOP & SHOP (6) KOHL'S KOHL'S SHOPRITE SPEED RACEWAY 40,415 MARSHALLS 62,532 96,629 86,770 71,676 85,440 RETROFITNESS PLANET FITNESS SPORTS AUTHORITY ROSS DRESS FOR LESS HIBACHI GRILL & SUPREME BUFFET SHOPRITE A&P BALLY TOTAL FITNESS 85,000 52,812 28,000 RITE AID OF NEW JERSEY, INC PETSMART DOLLAR TREE TARGET TARGET A&P BEST MARKET BEST BUY LOWE'S HOME CENTER 20,443 OFFICE DEPOT (6) 15,000 GENUARDI'S (6) 126,200 113,156 PATHMARK 56,021 MARSHALLS 37,500 30,000 135,198 134,202 BEST BUY BURLINGTON COAT FACTORY 40,728 MARSHALLS 21,578 CYCLE GEAR 21,050 DOLLAR DISCOUNT CENTER 10,000 18,990 - 17,050 21,319 51,507 39,562 10,366 22,320 40,000 30,076 19,412 13,537 20,006 TRADER JOE'S BOB'S STORES BABIES R US BABIES R US STAPLES ACME MARKETS (6) TJ MAXX 52,869 TJ MAXX 63,966 48,833 LA FITNESS 30,109 MICHAELS 80,542 MARSHALLS 100.0 WALMART 93.3 SHOPRITE 100.0 WHOLE FOODS MARKET 100.0 STAPLES 100.0 WHOLE FOODS MARKET COSTCO SUPER FRESH (6) 88.5 83.9 92.7 MOVIES WEST 85.0 (cid:1) 54,100 24,280 16,285 60,000 BEST BUY 30,225 147,350 48,142 LACKLAND STORAGE SUPER FITNESS 67,766 15,000 SPORTS AUTHORITY TUESDAY MORNING 27,883 ROSS DRESS FOR LESS 26,250 HANCOCK FABRICS 100.0 95.4 100.0 97.5 87.1 NATIONAL TOPS SUPERMARKET BEST BUY RITE AID KMART 101,066 45,499 12,052 89,935 58,860 KING KULLEN FOOD BAZAAR AMUSEMENTS HOME DEPOT RITE AID DUANE READE DUANE READE 100.0 100.0 100.0 100.0 100.0 58,200 WALGREENS 10,000 10,300 15,638 CAREMORE TOPS SUPERMARKET 97.9 98.7 WALMART PATHMARK 100.0 TOYS R US/BABIES R US 100.0 DEAL$ 100.0 84,000 151,067 63,459 63,296 14,137 PETSMART BIG LOTS ACE HARDWARE KING KULLEN 120 TOYS R US/BABIES R US 43,123 HARBOR FREIGHT TOOLS 20,965 61,892 51,680 11,050 TJ MAXX UNITED STATES OF AMERICA 33,800 10,330 - 13,424 PC RICHARD & SON 11,311 20,165 CITI TRENDS 33,600 MODELL'S 25,000 60,216 SPORTS AUTHORITY 11,186 20,315 42,970 LOCATION COPIAGUE ELMONT ELMONT ELMSFORD FARMINGDALE FLUSHING FRANKLIN SQUARE FREEPORT FREEPORT GLEN COVE HAMPTON BAYS HARRIMAN HICKSVILLE HUNTINGTON STATION JERICHO JERICHO JERICHO JERICHO KEW GARDENS HILLS LATHAM LEVITTOWN LITTLE NECK LONG ISLAND CITY MANHASSET MASPETH MERRICK MIDDLETOWN MINEOLA MUNSEY PARK NESCONSET NORTH MASSAPEQUA PLAINVIEW POUGHKEEPSIE SELDEN (5) STATEN ISLAND (5) STATEN ISLAND STATEN ISLAND STATEN ISLAND STATEN ISLAND STATEN ISLAND SYOSSET VALLEY STREAM WHITE PLAINS WOODSIDE YONKERS YONKERS NORTH CAROLINA ASHEVILLE CARY CARY CHARLOTTE CHARLOTTE CHARLOTTE CHARLOTTE CORNELIUS DAVIDSON DURHAM DURHAM GREENSBORO KNIGHTDALE KNIGHTDALE MOORESVILLE MORRISVILLE PINEVILLE RALEIGH RALEIGH RALEIGH RALEIGH WINSTON-SALEM OHIO BEAVERCREEK COLUMBUS COLUMBUS COLUMBUS DAYTON HUBER HEIGHTS KENT NORTH OLMSTED YEAR DEVELOPED OR PORTFOLIO ACQUIRED KIR OJV BLS KIR KIR KIR BLS KIR OJV KIR KIR KIR BIG KIR KIR KIR SEB SEB OIP KIR KIR KIR 1998 2004 2005 2013 2013 2007 2004 2000 2000 2000 1989 2013 2004 2011 2007 2007 2007 2007 2012 1999 2006 2003 2012 1999 2004 2000 2000 2007 2000 2009 2004 1969 1972 2011 2000 1989 1997 2005 2006 2005 1967 2012 2004 2012 1995 2005 2012 2001 2000 1968 1986 2012 2012 2011 2012 2002 1996 2011 2011 2011 2007 2008 2003 1993 2006 2003 2011 1969 1986 2002 1988 1998 1984 1999 1988 1988 17,789 13,905 173,031 49,059 70,990 227,939 35,581 52,950 63,998 57,013 2,085 105,851 10,790 617,810 47,199 48,275 6,065 180,678 22,500 108,296 80,000 26,747 72,748 55,968 88,222 167,686 227,457 148,946 260,510 100,977 100,641 356,267 47,270 32,124 27,924 22,220 7,500 43,560 10,329 153,820 315,797 98,015 233,812 73,174 136,685 77,600 79,084 408,292 116,186 215,193 184,244 136,955 165,798 169,901 270,747 362,945 9,800 97,103 136,203 LEASABLE AREA (SQ.FT.) 163,999 27,078 12,900 143,288 437,105 22,416 PERCENT LEASED (1) 100.0 100.0 100.0 100.0 96.6 100.0 TENANT NAME HOME DEPOT DUANE READE CVS ELMSFORD 119 HOME DEPOT FRUIT VALLEY PRODUCE PETCO 100.0 100.0 WALGREENS STOP & SHOP 100.0 95.2 STAPLES 100.0 MACY'S KOHL'S 81.3 DUANE READE (6) 97.3 BEST MARKET 100.0 MAJOR LEASES TENANT NAME GLA TENANT NAME GLA SPORTS AUTHORITY DAVE & BUSTER'S 58,838 60,000 SUNRISE CREDIT SERVICES 34,821 GLA 112,000 14,028 12,900 84,450 116,790 15,200 11,857 13,905 46,753 24,880 50,000 86,584 MICHAELS 18,300 30,700 TOYS R US ANNIE SEZ PETCO DOLLAR TREE RITE AID 37,328 MARSHALLS 13,360 11,890 24,008 MODELL'S 10,481 11,010 27,540 19,450 29,610 83.8 DUANE READE (6) 17,943 100.0 WHOLE FOODS MARKET 100.0 W.R. GRACE 100.0 100.0 MILLERIDGE INN 100.0 36,504 33,600 105,851 SAM'S CLUB SPORTS AUTHORITY 97.3 100.0 100.0 100.0 100.0 MARSHALLS 100.0 100.0 WALDBAUMS 100.0 100.0 NORTH SHORE FARMS BED BATH & BEYOND 100.0 PETSMART 100.0 DUANE READE BEST BUY 100.0 100.0 100.0 100.0 100.0 100.0 96.3 100.0 100.0 96.1 87.5 97.6 100.0 95.5 100.0 96.4 100.0 100.0 NEW YORK SPORTS FAIRWAY STORES STOP & SHOP HOME DEPOT TJ MAXX TARGET LA FITNESS KOHL'S (6) KMART STAPLES CLUB KEY FOOD DUANE READE SHOPRITE ADVANCE AUTO PARTS TJ MAXX BJ'S WHOLESALE CLUB DICK'S SPORTING GOODS BURLINGTON COAT FACTORY ROSS DRESS FOR LESS HARRIS TEETER HOME DEPOT HARRIS TEETER HARRIS TEETER 85.0 100.0 86.2 100.0 95.5 99.0 WALMART 93.0 TJ MAXX 100.0 98.4 96.7 98.3 98.1 98.3 91.6 KOHL'S ROSS DRESS FOR LESS DICK'S SPORTING GOODS BEST BUY CARMIKE CINEMAS KMART GOLFSMITH GOLF & TENNIS 53.3 79.2 93.8 OFFICE DEPOT FOOD LION 139,839 33,180 100,641 103,823 47,270 16,664 27,924 14,450 43,560 10,329 32,003 50,627 85,600 57,260 48,000 149,929 31,303 30,000 60,124 105,015 59,719 - 38,273 22,391 110,300 100.0 134,900 WALMART 30,164 DSW SHOE WAREHOUSE 116,097 HOME DEPOT 115,436 17,035 KING KULLEN 40,114 22,500 44,478 45,000 10,000 41,393 WHOLE FOODS MARKET 28,916 HOME GOODS CHRISTMAS TREE SHOPS BOB'S DISCOUNT FURNITURE 55,162 69,449 102,220 34,798 MICHAELS BIG LOTS KING KULLEN PATHMARK 37,570 NORDSTROM RACK 34,257 24,836 ANNIE SEZ 35,000 15,038 20,000 27,052 32,640 DOLLAR TREE 52,250 17,573 CVS 48,377 11,100 13,013 PATHMARK 59,809 TOYS R US/BABIES R US 42,025 45,189 108,532 55,000 ROSS DRESS FOR LESS KOHL'S BED BATH & BEYOND 28,223 HHGREGG 86,584 PETSMART 43,015 48,000 TJ MAXX 31,954 CVS 26,488 26,040 10,722 K&G MEN'S COMPANY 31,577 FITNESS CONNECTION 24,928 CORT FURNITURE RENTAL 27,700 BEST BUY JO-ANN FABRICS 45,000 16,051 BUY BUY BABY HIBACHI GRILL & SUPREME BUFFET RITE AID 87,110 30,144 45,000 HARRIS TEETER BED BATH & BEYOND BEST BUY 47,452 22,941 MICHAELS 30,000 TJ MAXX BED BATH & BEYOND FOOD LION STEIN MART BED BATH & BEYOND 28,000 36,427 36,000 35,335 STAPLES STEIN MART TJ MAXX ROSS DRESS FOR LESS 31,999 11,200 11,606 21,545 26,297 20,388 36,000 30,000 30,187 132,190 98.5 HARRIS TEETER 60,279 DOLLAR TREE 142,547 269,201 129,008 98.4 97.4 100.0 KROGER LOWE'S HOME CENTER KOHL'S 112,862 97.7 PIER 1 IMPORTS 58,945 318,327 106,500 99,862 88.1 99.2 100.0 100.0 KROGER ELDER BEERMAN TOPS SUPERMARKET (6) TOPS SUPERMARKET 122,697 131,644 99,408 12,015 50,545 101,840 103,500 99,862 121 ACE HARDWARE 02 FITNESS KROGER GRANT/RIVERSIDE METHODIST HOSP PATEL BROTHERS INDIAN GROCERS TOWN AND COUNTRY HARDWARE 12,000 16,593 20,006 14,849 78,314 24,400 11,060 KOHL'S 80,731 MARSHALLS 29,500 - - LOCATION SHARONVILLE SPRINGDALE OKLAHOMA OKLAHOMA CITY OKLAHOMA CITY OREGON ALBANY CANBY CLACKAMAS GRESHAM GRESHAM GRESHAM HILLSBORO HILLSBORO MEDFORD MILWAUKIE PORTLAND PENNSYLVANIA ARDMORE BEAVER FALLS BLUE BELL BROOKHAVEN CARLISLE CHAMBERSBURG CHAMBERSBURG DEVON EAGLEVILLE EAST NORRITON EAST STROUDSBURG EXTON EXTON EXTON GREENSBURG HAMBURG HARRISBURG HAVERTOWN HORSHAM MONROEVILLE MONTGOMERY NEW KENSINGTON PHILADELPHIA PHILADELPHIA (5) PHILADELPHIA PHILADELPHIA PHILADELPHIA PHILADELPHIA PHILADELPHIA PITTSBURGH PITTSBURGH QUAKERTOWN RICHBORO SCOTT TOWNSHIP SHREWSBURY SPRINGFIELD UPPER DARBY WEST MIFFLIN WHITEHALL WHITEHALL YORK PUERTO RICO BAYAMON CAGUAS CAROLINA MANATI MAYAGUEZ PONCE TRUJILLO ALTO RHODE ISLAND CRANSTON SOUTH CAROLINA CHARLESTON CHARLESTON (5) GREENVILLE GREENVILLE GREENVILLE GREENVILLE TENNESSEE CHATTANOOGA MADISON MEMPHIS TEXAS ALLEN AMARILLO AMARILLO YEAR DEVELOPED OR PORTFOLIO ACQUIRED OJV KIR OJV PRU PRU BIG PRU PRU PRU BLS OJV BLS BLS KIR OJV OJV OJV OIP CPP OIP OJV KIR OJV KIR KIR 1977 2000 1997 1998 2006 2009 2007 2006 2009 2009 2010 2008 2009 2007 2006 2007 2000 1996 2005 2013 2008 2006 2012 2008 1984 1973 1999 1996 2005 2002 2000 1972 1996 2013 2013 2002 1986 1997 1983 1995 1996 2005 2006 2007 2010 2007 2011 1986 1999 2004 1983 1996 1986 2005 1996 1986 2006 2006 2006 2006 2006 2006 2006 1998 1978 1995 1997 2009 2010 2012 1973 1978 2001 2006 1997 2003 22,700 115,701 236,672 264,765 208,276 107,583 261,034 210,941 335,043 185,760 115,673 320,744 215,206 120,211 6,300 90,289 131,623 273,104 68,935 82,636 131,794 168,218 60,685 85,184 3,600 50,000 15,400 175,917 80,938 71,737 143,200 257,565 108,950 36,511 151,456 335,252 82,345 19,137 292,878 3,700 149,181 166,495 266,565 107,432 69,288 94,706 165,266 28,102 84,279 151,418 84,524 35,500 186,434 599,681 570,552 69,640 354,830 191,680 199,513 50,588 175,593 40,000 21,162 343,875 142,647 LEASABLE AREA (SQ.FT.) 121,105 PERCENT LEASED (1) 99.1 TENANT NAME GABRIEL BROTHERS GLA 55,103 MAJOR LEASES TENANT NAME KROGER 252,110 80.1 WALMART (6) 125,469 HHGREGG GLA 30,975 TENANT NAME UNITED ART AND EDUCATION 31,968 GUITAR CENTER 103,027 100.0 233,797 99.6 ACADEMY SPORTS & OUTDOORS HOME DEPOT 97,527 102,962 GORDMANS 50,000 BEST BUY GROCERY OUTLET SAFEWAY SPORTS AUTHORITY 100.0 93.1 98.6 73.4 MADRONA WATUMULL 89.1 MARSHALLS 100.0 WALMART SAFEWAY SAFEWAY SEARS ALBERTSONS SAFEWAY 93.8 96.9 88.0 95.7 87.8 ROSS DRESS FOR LESS 22,700 46,293 RITE AID 45,121 NORDSTROM RACK 55,120 27,500 OFFICE DEPOT 60,000 46,114 53,000 77,347 42,630 48,000 CASCADE ATHLETIC CLUB RITE AID RITE AID TINSELTOWN RITE AID DOLLAR TREE 27,465 CANBY ACE HARDWARE 27,766 OLD NAVY PETSMART 26,832 26,706 BIG LOTS 21,633 JO-ANN FABRICS 23,714 27,465 DSW SHOE WAREHOUSE 57,273 31,472 11,660 THE MEDFORD CLUB JO-ANN FABRICS BANANA REPUBLIC HOME DEPOT HOME GOODS 99,725 107,806 93,444 - 71,441 67,521 WINE & SPIRITS SHOPPE 88,782 GIANT FOOD 33,504 WINE & SPIRITS SHOPPE 10,180 107,400 26,767 11,309 68,000 MICHAELS 10,394 RETRO FITNESS 18,025 JO-ANN FABRICS 12,250 10,263 66,506 102,763 60,685 85,184 26,775 MICHAELS 15,400 83,777 80,938 48,820 29,650 67,179 101,750 33,000 33,000 AMERICAN SIGNATURE BED BATH & BEYOND BED BATH & BEYOND HIBACHI GRILL & SUPREME BUFFET PATHMARK 137,000 82,345 12,900 237,151 23,225 48,884 OLD COUNTRY BUFFET 11,200 25,312 MICHAELS 32,037 HHGREGG 23,629 28,892 12,700 66,703 PEP BOYS 20,800 33,233 RITE AID 15,000 TJ MAXX BEST BUY 30,000 30,720 STAPLES PETSMART 23,884 20,245 STAPLES 26,535 EMPIRE BEAUTY SCHOOL 11,472 JO-ANN FABRICS 31,000 PARTY CITY 10,000 31,296 85,188 55,537 69,288 54,785 66,825 23,294 84,279 48,800 84,524 30,500 90.8 MACY'S KMART KOHL'S 100.0 100.0 100.0 GIANT FOOD 95.0 GIANT FOOD 94.0 100.0 KOHL'S 100.0 WHOLE FOODS MARKET DOLLAR TREE SHOPRITE KMART 24.9 98.6 80.8 100.0 100.0 100.0 100.0 100.0 81.8 100.0 100.0 94.5 98.8 98.9 ACME MARKETS KOHL'S TJ MAXX LEHIGH VALLEY HEALTH GANDER MOUNTAIN KOHL'S GIANT FOOD PETSMART GIANT FOOD GIANT EAGLE 100.0 MERCY HOSPITAL TOYS R US 100.0 TARGET KOHL'S CVS SEARS 92.8 100.0 100.0 98.3 100.0 82.0 WHOLE FOODS MARKET HHGREGG BJ'S WHOLESALE CLUB SUPER FRESH 98.6 98.1 100.0 100.0 WALMART 100.0 97.2 100.0 GIANT FOOD GIANT FOOD PRISM CAREER INSTITUTE BIG LOTS GIANT FOOD KOHL'S GIANT FOOD 100.0 86.8 100.0 100.0 98.4 99.4 96.7 81.1 100.0 98.2 99.1 AMIGO SUPERMARKET SAM'S CLUB KMART 35,588 OFFICEMAX 138,622 118,242 COSTCO HOME DEPOT 18,100 CHUCK E CHEESE 134,881 109,800 JCPENNEY ECONO RIAL HOME DEPOT 2000 CINEMA CORP. KMART 109,800 60,000 80,100 SAM'S CLUB SUPERMERCADOS MAXIMO PUEBLO SUPERMARKET 100,408 CARIBBEAN CINEMA PETSMART 35,651 26,869 ANNA'S LINENS 129,907 92.5 BOB'S STORES 41,114 MARSHALLS 28,000 TONI & GUY HAIRDRESSING ACAD 52,334 31,220 OFFICE DEPOT STEIN MART 37,000 29,096 PETCO BARNES & NOBLE 189,554 159,290 148,532 297,928 97.5 81.0 53.5 94.4 HARRIS TEETER TJ MAXX INGLES MARKETS 118,736 100.0 51,672 81.0 ACADEMY SPORTS & OUTDOORS THE FRESH MARKET THE RUSH FITNESS COMPLEX TRADER JOE'S 65,000 89,510 20,550 65.8 SAVE-A-LOT 99.5 OLD TIME POTTERY 100.0 BED BATH & BEYOND 25,168 99,400 WALMART 40,000 35,000 TJ MAXX 12,836 39,687 100.0 99.3 97.9 CREME DE LA CREME HOME DEPOT ROSS DRESS FOR LESS 21,162 109,800 30,187 KOHL'S BED BATH & BEYOND 94,680 30,000 PETSMART JO-ANN FABRICS 25,416 30,000 122 GLA 19,467 15,750 45,753 14,785 20,400 21,600 25,000 22,500 19,949 34,749 13,775 21,479 13,600 98,348 56,372 45,126 13,279 11,895 12,020 15,314 25,389 30,300 LOCATION ARLINGTON AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN BAYTOWN BEAUMONT BROWNSVILLE BURLESON COLLEYVILLE CONROE COPPELL CORPUS CHRISTI CORPUS CHRISTI DALLAS DALLAS FORT WORTH FRISCO GEORGETOWN GRAND PRAIRIE HOUSTON HOUSTON HOUSTON HOUSTON HOUSTON HOUSTON HUMBLE LAKE JACKSON LEWISVILLE LEWISVILLE LEWISVILLE LUBBOCK MESQUITE MESQUITE NEW BRAUNFELS PASADENA PASADENA PLANO PLANO RICHARDSON SOUTHLAKE SUGAR LAND TEMPLE WEBSTER UTAH OGDEN VIRGINIA ALEXANDRIA BURKE COLONIAL HEIGHTS DUMFRIES FAIRFAX FAIRFAX FAIRFAX FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG YEAR DEVELOPED OR PORTFOLIO ACQUIRED OJV OJV OJV OJV OJV KIR OJV PRU OJV OIP OJV KIR PRU OJV OJV OIP BLS BLS KIR KIR KIR BLS KIF OIP KIR PRU OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP 1997 2011 2011 2011 2011 2011 1998 1998 2003 2007 1996 2005 2005 2011 2006 2006 2006 1997 2011 1998 2007 2012 2006 2011 2006 2005 2006 2013 2013 2013 1996 2013 2012 1998 1998 1998 1998 1974 2006 2003 1999 2001 2011 1996 1998 2008 2012 2013 2006 1967 2005 2004 1999 2005 1998 2007 2007 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 LEASABLE AREA (SQ.FT.) 96,127 54,651 88,829 40,000 131,039 207,614 191,760 157,852 108,028 213,768 105,133 9,600 225,959 280,430 20,188 289,322 20,425 99,154 60,175 83,867 171,143 291,121 230,197 115,416 234,588 41,576 237,634 144,055 350,836 149,065 96,500 316,624 34,969 74,837 123,560 93,668 108,326 79,550 209,766 86,479 169,190 240,881 149,343 100,598 115,579 37,447 96,623 262,799 365,623 PERCENT LEASED (1) 100.0 100.0 100.0 100.0 95.0 95.0 92.4 73.8 100.0 99.3 100.0 84.0 100.0 99.7 100.0 99.4 100.0 100.0 95.7 100.0 94.3 TENANT NAME HOBBY LOBBY CONN'S BARNES & NOBLE DAVE & BUSTER'S GATTILAND ACADEMY SPORTS & OUTDOORS TOYS R US/BABIES R US HEB GROCERY FRY'S ELECTRONICS BED BATH & BEYOND HOBBY LOBBY BURLINGTON COAT FACTORY KOHL'S CREME DE LA CREME ASHLEY FURNITURE HOMESTORE CREME DE LA CREME BEST BUY BED BATH & BEYOND ROSS DRESS FOR LESS CVS 96.1 MARSHALLS 92.8 HOBBY LOBBY / MARDELS DOLLAR TREE 24 HOUR FITNESS 80.5 92.3 100.0 MICHAELS 100.0 100.0 TJ MAXX BEST BUY 94.7 MARSHALLS 94.9 OLD NAVY 100.0 99.2 66.7 64.8 81.5 97.4 95.4 96.2 95.5 100.0 100.0 100.0 100.0 100.0 BURLINGTON COAT FACTORY KOHL'S BABIES R US (6) DSW SHOE WAREHOUSE PETSMART KROGER BURLINGTON COAT FACTORY KOHL'S PETSMART BEST BUY HOME DEPOT HOME DEPOT EXPO (6) 50.5 OFFICEMAX 82.5 95.7 91.6 97.6 KROGER HOBBY LOBBY HOBBY LOBBY 142,628 100.0 COSTCO 28,800 124,148 71,509 1,702 343,099 101,332 52,946 4,842 32,000 2,454 3,650 4,261 3,000 10,578 10,002 8,000 5,126 6,818 4,800 2,909 6,000 11,097 7,200 8,027 6,100 5,540 7,241 3,076 5,892 5,020 7,256 4,828 3,000 100.0 100.0 100.0 THE ROOF CENTER SAFEWAY ASHLEY HOME STORES BASSETT FURNITURE CHUCK E CHEESE CRACKER BARREL COSTCO 100.0 100.0 100.0 WALGREENS 87.1 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 NTB TIRES 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 123 GLA 96,127 26,650 24,685 40,000 31,094 61,452 55,000 64,310 108,028 42,098 63,328 MAJOR LEASES TENANT NAME GLA TENANT NAME GLA PETCO 12,350 24 HOUR FITNESS PACIFIC RESOURCES ASSOCIATES BED BATH & BEYOND 29,678 DOLLAR TREE GOLD'S GYM 46,690 44,846 WORLD MARKET 14,326 30,000 19,089 BUY BUY BABY ROSS DRESS FOR LESS 28,730 30,108 ROSS DRESS FOR LESS 26,250 80,274 TJ MAXX 28,460 MICHAELS ROSS DRESS FOR LESS 30,187 TJ MAXX 21,447 28,000 TJ MAXX 32,000 ROSS DRESS FOR LESS 30,183 86,584 20,188 48,000 38,032 81,392 13,250 30,000 21,531 32,000 35,317 30,382 19,222 96,500 ROSS DRESS FOR LESS 20,425 47,616 26,300 MICHAELS 28,160 OFFICEMAX 16,799 VITAMIN COTTAGE NATURAL FOOD ROSS DRESS FOR LESS HEMISPHERES CVS ROSS DRESS FOR LESS ROSS DRESS FOR LESS HOME GOODS BED BATH & BEYOND PETCO 34,000 24,800 23,500 11,110 SHOE CARNIVAL BIG LOTS ULTA 3 30,079 OFFICE DEPOT 50,000 SPROUTS FARMERS MARKET 10,080 29,931 MARSHALLS BED BATH & BEYOND BARNES & NOBLE 30,187 31,620 26,535 OFFICEMAX 13,500 17,538 18,007 10,800 20,000 26,043 28,000 30,049 25,001 23,500 88,827 TJ MAXX 50,035 ROSS DRESS FOR LESS 30,237 42,420 20,000 BED BATH & BEYOND CHARMING CHARLIE 34,030 12,600 25,448 OFFICEMAX 51,000 75,953 ASHLEY FURNITURE HOMESTORE 23,500 CITY OF LUBBOCK 18,000 52,984 HOME ZONE FURNITURE 27,760 86,479 26,027 OFFICEMAX 36,896 149,343 97,798 30,676 FOX & HOUND ROSS DRESS FOR LESS 23,500 MICHAELS 30,187 MARSHALLS 22,491 30,000 20,000 64,842 56,125 100,086 142,628 28,800 53,495 39,903 ROSS DRESS FOR LESS BEL FURNITURE 30,187 MARSHALLS 58,842 BED BATH & BEYOND 28,000 53,829 CVS BOOKS-A-MILLION 12,380 21,006 139,658 40,000 HOME DEPOT TJ MAXX 126,290 OFFICE DEPOT 27,888 19,703 32,000 10,578 10,002 11,097 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG FREDERICKSBURG HARRISONBURG LEESBURG MANASSAS PENTAGON CITY (5) RICHMOND RICHMOND RICHMOND ROANOKE ROANOKE STAFFORD STAFFORD STAFFORD STAFFORD STAFFORD STERLING STERLING WOODBRIDGE WOODBRIDGE WASHINGTON AUBURN BELLEVUE BELLINGHAM BELLINGHAM FEDERAL WAY KENT KENT LAKE STEVENS MILL CREEK OLYMPIA OLYMPIA OLYMPIA SEATTLE SILVERDALE SILVERDALE SPOKANE TACOMA TUKWILA WEST VIRGINIA CHARLES TOWN CANADA ALBERTA BRENTWOOD CALGARY CALGARY CALGARY CALGARY EDMONTON EDMONTON EDMONTON GRANDE PRAIRIE HINTON BRITISH COLUMBIA 100 MILE HOUSE ABBOTSFORD ABBOTSFORD CHILLIWACK GIBSONS KAMLOOPS LANGLEY LANGLEY LANGLEY MISSION NORTH VANCOUVER PORT ALBERNI PRINCE GEORGE PRINCE GEORGE PRINCE GEORGE SURREY SURREY SURREY VICTORIA OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP SEB PRU BLS CPP OIP SEB OIP OIP OIP OIP BLS BLS OJV KIR KIR PRU KIR PRU BIG OIP BIG PRU PRU PRU BLS PRU KIR UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2007 2007 2013 2010 1999 1995 2005 2007 2004 2005 2005 2005 2005 2013 2008 2013 1973 1998 2007 2013 1998 2007 2000 2006 2010 2012 2010 2010 2006 2012 2006 2012 2006 2013 2006 2003 1985 2002 2002 2002 2005 2005 2002 2007 2012 2002 2005 2005 2002 2001 2011 2005 2005 2003 2002 2005 2001 2005 2005 2001 2005 2008 2002 2001 2005 2002 33,179 3,822 3,028 4,352 7,000 10,125 10,125 2,170 7,200 1,762 7,993 10,125 190,484 318,794 107,233 331,229 84,683 128,612 3,060 299,536 81,789 4,211 4,400 7,310 101,042 331,280 361,050 799,442 186,079 269,989 305,865 163,076 122,842 127,779 430,376 235,565 144,027 63,413 138,787 69,144 219,892 188,951 87,730 116,613 128,478 228,293 151,802 34,832 271,462 36,218 34,518 372,724 81,834 69,820 337,810 170,727 113,677 MAJOR LEASES TENANT NAME GLA TENANT NAME GLA TENANT NAME HHGREGG GLA 33,179 CVS CVS 10,125 10,125 SHONEY'S KOHL'S SHOPPERS FOOD BURLINGTON COAT FACTORY COSTCO ROOMS TO GO BURLINGTON COAT FACTORY 10,125 88,248 MARTIN'S 63,168 69,960 STEIN MART AUTOZONE 73,396 36,900 10,852 ROSS DRESS FOR LESS 25,994 169,452 MARSHALLS 42,142 BEST BUY 36,532 84,683 121,550 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 96.6 97.7 94.7 100.0 100.0 100.0 40,002 MARSHALLS 47,700 HHGREGG 35,134 34,089 ROSS DRESS FOR LESS 29,826 495,038 97.5 SHOPPERS FOOD 63,971 DICK'S SPORTING GOODS 57,437 ANTIQUES & AUCTION LA FITNESS 61,500 67,995 45,210 MICHAELS STAPLES TJ MAXX 23,942 30,545 35,333 HHGREGG PETCO ROSS DRESS FOR LESS 209,613 73,882 LOWE'S HOME CENTER THE SALVATION ARMY 135,197 SAM'S CLUB 17,070 WEDGEWOOD 51,696 OFFICE DEPOT 101,495 WALMART 40,000 103,950 BEST BUY COSTCUTTER SUPERMARKET JO-ANN FABRICS RITE AID 23,070 76,207 NORDSTROM RACK 30,000 67,070 BED BATH & BEYOND GOODWILL INDUSTRIES 43,506 BARNES & NOBLE 100.0 91.1 MICHAELS 100.0 DICK'S SPORTING GOODS 100.0 100.0 100.0 GIANT FOOD 100.0 SHOPPERS FOOD 100.0 100.0 TOYS R US 100.0 WALMART 81.0 REGENCY FURNITURE 173,746 509,924 188,885 363,254 200,126 86,909 67,468 195,474 96,671 167,117 69,212 6,243 86,060 170,406 67,287 129,785 134,839 467,177 ALBERTSONS (6) 88.2 95.5 TARGET 98.6 MACY'S KMART 91.7 ROSS DRESS FOR LESS RITE AID SAFEWAY SAFEWAY ALBERTSONS BARNES & NOBLE 86.6 QFC 85.8 89.3 93.7 88.4 69.1 100.0 100.0 SAFEWAY 92.4 SAFEWAY 100.0 ROSS DRESS FOR LESS 85.2 BED BATH & BEYOND 93.8 100.0 TJ MAXX 94.0 MACY'S 55,069 27,200 23,380 61,000 55,275 54,736 20,779 39,556 55,003 29,020 36,692 25,160 48,670 SPORTS AUTHORITY 45,364 BARTELL DRUGS 17,622 ROSS DRESS FOR LESS PETCO BARTELL DRUGS JO-ANN FABRICS ROSS DRESS FOR LESS DESTINY CITY CHURCH BEST BUY 21,287 16,459 13,327 29,903 TRADER JOE'S RITE AID RITE AID 25,000 23,228 OFFICE DEPOT 45,884 SPORTS AUTHORITY 208,888 97.6 WALMART 144,298 STAPLES 15,642 100.0 100.0 WINNERS SEARS WHOLE HOME 46,043 34,740 BED BATH & BEYOND SPORT CHEK 100.0 TARGET (ZELLERS) 97.4 WINNERS BEST BUY 97.8 THE BRICK 100.0 T&T SUPERMARKET 96.3 (LOBLAWS) SOBEYS 93.9 100.0 MICHAELS 98.9 WALMART 89.3 100.0 97.8 89.8 93.4 SAVE-ON-FOODS TARGET SAFEWAY PRICESMART FOODS LONDON DRUGS 100.0 WINNERS HOMESENSE SEARS 100.0 WINNERS 100.0 93.5 94.9 100.0 SAVE ON FOODS 100.0 90.5 97.1 96.5 100.0 92.6 92.8 BUY-LOW FOODS THE BAY SAVE ON FOODS BRICK WAREHOUSE HOME DEPOT SAFEWAY SAFEWAY 122,616 34,227 36,726 45,803 47,496 HOMESENSE HOMESENSE HOME OUTFITTERS LONDON DRUGS 34,606 24,180 WINNERS SAFEWAY 60,346 31,420 DOLLAR TREE 115,407 WINNERS HOMESENSE 55,724 59,648 26,422 45,500 SUPER VALU JYSK GOODLIFE FITNESS 34,175 MICHAELS 34,983 HOMESENSE 37,809 33,265 LONDON DRUGS BUSINESS DEPOT (STAPLES) 28,600 DOLLAR TREE 26,792 40,539 36,115 PETSMART LONDON DRUGS BED, BATH & BEYOND 23,505 29,586 13,164 51,982 26,034 JYSK LINEN PETSMART STAPLES 23,420 CHEVRON 18,500 23,754 24,986 CHAPTERS FUTURE SHOP 60,679 FAMOUS PLAYERS 57,802 LONDON DRUGS 22,834 111,500 39,068 29,808 103,879 52,174 55,159 120,684 SAVE ON FOODS SHOPPERS DRUG MART 44,602 15,898 LONDON DRUGS 32,428 CINEPLEX ODEON LONDON DRUGS NEW HOLLYWOOD THEATRE SAFEWAY 52,000 WINNERS 27,894 11,806 30,927 55,720 FAMOUS PLAYERS 55,568 472,718 99.4 TARGET 124 12,000 30,179 33,000 135,193 16,700 47,328 21,875 41,258 28,000 35,735 24,987 12,593 23,470 23,293 22,880 40,000 25,250 25,914 10,913 16,602 32,787 24,989 15,728 22,583 24,688 16,964 23,559 23,782 31,743 LOCATION PORTFOLIO ACQUIRED (SQ.FT.) YEAR DEVELOPED OR LEASABLE AREA PERCENT LEASED (1) TENANT NAME TRAIL WESTBANK NOVA SCOTIA UJV UJV DARTMOUTH HALIFAX UJV UJV NEWFOUNDLAND & LABRADOR UJV ST. JOHN'S ONTARIO BELLEVILLE BROCKVILLE BURLINGTON CHATHAM FERGUS HAWKESBURY HAWKESBURY LONDON MISSISSAUGA MISSISSAUGA NEWMARKET NEWMARKET OTTAWA OTTAWA OTTAWA OTTAWA OTTAWA OTTAWA SUDBURY SUDBURY TORONTO TORONTO TORONTO TORONTO WHITBY WHITBY PRINCE EDWARD ISLAND CHARLOTTETOWN QUEBEC BOISBRIAND CHATEAUGUAY GATINEAU GREENFIELD PARK LAVAL LONGUEUIL CHILE VINA DEL MAR MEXICO BAJA CALIFORNIA MEXICALI MEXICALI ROSARITO TIJUANA CHIAPAS TAPACHULA CHIHUAHUA JUAREZ COAHUILA CIUDAD ACUNA SABINAS DURANGO DURANGO HIDALGO PACHUCA JALISCO GUADALAJARA GUADALAJARA LAGOS DE MORENO PUERTO VALLARTA MEXICO OJO DE AUGUA MEXICO CITY INTERLOMAS IXTAPALUCA TLALNEPANTLA MORELOS CUAUTLA NAYARIT NUEVO VALLARTA (3) NUEVO LEON MONTERREY OAXACA TUXTEPEC TUXTEPEC QUINTANA ROO CANCUN UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV 2005 2005 2008 2008 2006 2008 2010 2002 2008 2008 2008 2008 2008 2004 2003 2002 2003 2002 2008 2002 2002 2004 2012 2002 2004 2002 2002 2002 2002 2002 2002 2002 2006 2002 2008 2002 2008 2002 2008 2006 2006 2007 2007 2007 2003 2007 2007 2007 2005 2005 2006 2007 2006 2008 2007 2007 2005 2006 2007 2006 2005 2007 2008 71,985 276,407 69,857 71,423 105,965 54,950 17,032 90,048 213,077 118,637 267,865 160,265 288,148 127,270 135,242 88,749 171,497 111,763 179,367 137,818 49.1 NO FRILLS 96.9 SAVE-ON-FOODS 93.8 100.0 WALMART SOBEYS GLA 41,409 38,874 75,694 132,192 MAJOR LEASES TENANT NAME GLA TENANT NAME GLA SHOPPERS DRUG MART 16,679 HOME HARDWARE SHOPPERS DRUG MART 17,400 DOLLARAMA 365,599 94.5 SPORT CHEK 40,152 BED BATH & BEYOND 30,605 LABELS GALAXY 20,000 SHOPPERS DRUG MART 18,040 96.9 METRO 79.1 96.1 100.0 100.0 SEARS FRESH CO. FOOD BASICS TARGET PRICE CHOPPER (6) 100.0 100.0 PHARMAPRIX (6) TALIZE 45,485 88,898 28,848 36,484 95,978 29,950 17,032 34,073 DOLLAR TREE 10,500 HAWKESBURY HOSPITAL OFFICES 13,000 BINGO HALL SHOPPERS DRUG MART 18,163 CANADIAN TIRE 97.3 100.0 100.0 WINNERS 96.2 WALMART 100.0 BED BATH & BEYOND WALMART 88.6 100.0 METRO 100.0 TARGET 100.0 WINNERS FOOD BASICS YOUR INDEPENDENT GROCER SEARS FAMOUS PLAYERS CANADIAN TIRE TARGET WINNERS 60,872 METRO 27,308 STAPLES 67,604 METRO 28,015 MICHAELS 116,649 METRO 40,265 BEST BUY 105,078 METRO STAPLES 29,609 35,134 MARK'S WORK 49,018 WEARHOUSE PHARMA PLUS 43,000 WINNERS 58,099 STAPLES 114,577 NO FRILLS 134,845 METRO 31,896 DOT FURNITURE CANADIAN TIRE SEARS WHOLE HOME FRESH CO. 56,297 60,444 33,441 FUTURE SHOP HOME OUTFITTERS VALUE VILLAGE 82,872 100.0 109,459 250,208 152,175 384,322 326,519 171,162 133,035 391,292 158,690 95.5 100.0 100.0 96.8 100.0 95.4 100.0 98.9 99.2 53,768 20,038 49,112 21,563 42,108 HURON HOUSE RESTAURANT SHOPPERS DRUG MART SHOPPERS DRUG MART SHOPPERS DRUG MART PETSMART CANADIAN NTL INSTITUTE OF HEALTH 37,076 HOMESENSE 24,670 14,644 DOLLARAMA 11,439 10,648 32,447 HOMESENSE 27,391 CHAPTERS 51,965 53,008 13,984 I.C.U. THEATERS LA FITNESS SEARS APPLIANCE & MATTRESS (6) 38,310 PETSMART 42,632 WINNERS 26,685 SHOPPERS DRUG MART 389,273 99.7 TARGET 107,806 WEST ROYALTY FITNESS 60,157 LOBLAWS 715,128 208,717 286,507 368,919 116,147 221,388 96.7 86.8 TARGET SUPER C 100.0 WALMART 100.0 100.0 89.9 CINEMA GUZZO TARGET CINEMA GUZZO 114,753 48,198 125,719 91,000 116,147 47,732 THE BRICK LES AILES DE LA MODE CANADIAN TIRE LE GRANDE MARCHE TOYS R US 45,860 20,378 DOLLARAMA 88,640 65,220 MAXI SUPER C IGA 31,848 VALUE VILLAGE 269,965 94.5 LIDER 85,574 SODIMAC 25,000 385,671 121,254 489,736 495,783 98.6 WALMART CINEPOLIS HOME DEPOT 100.0 92.1 89.6 WALMART 106,480 46,225 95,217 124,388 CINEPOLIS PETER PIPER PIZZA CINEPOLIS CINEPOLIS 343,917 94.3 WALMART 123,719 CINEPOLIS 46,818 VIPS 12,917 OFFICE DEPOT 40,149 WALMART 40,111 HOME DEPOT 41,484 CASINO MAGIC O CENTRAL 236,681 93.2 SORIANA 150,587 ELEKTRA 10,764 10,035 12,818 29,913 12,000 10,029 13,989 16,339 23,514 15,293 14,824 28,604 10,558 23,665 24,532 16,774 27,240 11,589 23,767 35,094 23,782 35,513 41,352 10,679 52,300 44,732 23,747 20,953 17,588 109,442 95,368 21,846 31,699 10,147 100.0 100.0 WALDOS COPPEL 14,279 10,147 11,911 100.0 153,801 91.1 HOME DEPOT 118,403 OFFICE MAX 129,705 719,590 15,645 87,689 92.6 WALMART 75.0 WALMART 100.0 99.1 SORIANA 69,018 129,210 FAMSA CINEPOLIS 75,186 15,603 15,918 52,498 BEST BUY 61,862 238,941 96.8 CHEDRAUI GROCERY 123,497 CINEMEX 33,239 ZONA FITNESS 245,439 13,702 398,911 COMERCIAL MEXICANA 93.1 100.0 96.9 WALMART 29,324 CINEMEX 51,408 ZARA 121,683 CINEPOLIS 63,082 SUBURBIA 478,585 79.3 WALMART 124,855 CINEMEX 45,607 SAM´S 271,107 85.2 WALMART 124,363 CINEPOLIS 27,118 15,317 17,605 54,383 98,775 381,077 79.0 HEB 110,007 CINEMEX 44,168 PLAY CITY 26,331 96,913 213,400 97.8 WALMART 76.8 CINEMEX 63,187 30,139 SAMS 254,697 84.6 CHEDRAUI GROCERY 127,642 CINEMEX 69,739 31,504 125 LOCATION PORTFOLIO ACQUIRED (SQ.FT.) YEAR DEVELOPED OR LEASABLE AREA PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES SONORA HERMOSILLO LOS MOCHIS SAN JUAN SAN JUAN DEL RIO TAMAULIPAS ALTAMIRA MATAMOROS MATAMOROS MATAMOROS MATAMOROS NUEVO LAREDO NUEVO LAREDO NUEVO LAREDO REYNOSA REYNOSA RIO BRAVO RIO BRAVO TAMPICO VERACRUZ MINATITLAN PERU LIMA (2) LIMA CJV 2008 2007 2006 2007 2007 2007 2007 2007 2007 2007 2006 2007 2007 2007 2008 2007 2007 2012 2008 422,597 140,961 84.8 81.9 WALMART SEARS 143,375 88,686 C&A 54,325 CINEPOLIS 52,099 160,187 95.3 WALMART 78,038 CINEPOLIS 18,148 BANCO AHORA FAMSA 13,455 24,479 153,774 17,872 10,900 10,835 10,760 8,565 433,874 94,205 9,684 9,673 184,642 16,162 FAMSA 100.0 98.4 CINEPOLIS 100.0 WALDOS 100.0 WALDOS 69.5 100.0 WALDOS 100.0 89.4 WALMART 94.5 WALMART 100.0 100.0 64.7 100.0 HEB SORIANA 39,554 OFFICE DEPOT 18,141 HOME DEPOT 93,070 CINEPOLIS 49,149 10,276 40,311 11,782 10,900 10,760 110,265 70,611 Ê 69,291 CINEMEX 21,570 19,847 100.0 WALDOS 10,717 36,979 13,236 100.0 TOTAL 852 SHOPPING CENTER PROPERTY INTERESTS (4) 124,538,459 (1) (2) Percent leased information as of December 31, 2013. Denotes ground-up development project. This includes properties that are currently under construction and completed projects awaiting stabilization. The square footage shown represents the completed leaseable area and future development. Tenant is Dark & Paying (3) Denotes operating property not yet in occupancy. (4) Does not include 575 properties, primarily through the Company’s preferred equity investments, and other real estate investments totaling approximately 13.2 million square feet of GLA. (5) Denotes projects which exclude GLA of units being held for redevelopment (6) BIG Denotes property interest in BIG Shopping Centers. BLS Denotes property interest in Blackstone Portfolio. CPP Denotes property interest in Canada Pension Plan. KIF Denotes property interest in Kimco Income Fund. KIR Denotes property interest in Kimco Income REIT. OIP Denotes property interest in Other Institutional Programs. OJV Denotes property interest in Other US Joint Ventures. PRU Denotes property interest in Prudential Investment Program. SEB Denotes property interest in SEB Immobilien. UJV Denotes property interest in Unconsolidated Joint Venture. 126 This page intentionally left blank. Shareholder Information Counsel Latham & Watkins LLP New York, NY Auditors PricewaterhouseCoopers LLP New York, NY Registrar and Transfer Agent Wells Fargo Bank, N.A. Shareowner Services P.O. Box 64874 St. Paul, MN 55164-0854 1-866-557-8695 Website: www.shareowneronline.com Offices Executive Offices 3333 New Hyde Park Road New Hyde Park, NY 11042 516-869-9000 www.kimcorealty.com Kimco Realty Corporation and Subsidiaries Stock Listings NYSE—Symbols KIM, KIMprH, KIMprI KIMprJ, KIMprK On May 6, 2013 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, 2013, 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: David F. Bujnicki Vice President, Investor Relations & Corporate Communications 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 Annual Meeting of Stockholders scheduled to be held at 10:00am on May 6, 2014, at Grand Hyatt New York 109 E 42nd Street New York, NY 10017. Regional Offices Mesa, AZ 480-461-0050 Daly City, CA 650-301-3000 Granite Bay, CA 916-791-0600 Irvine, CA 949-252-3880 Los Angeles, CA 310-284-6000 Vista, CA 760-727-1002 Aurora, CO 720-870-1210 Hollywood, FL 954-923-8444 Orlando, FL 407-302-4400 Tampa, FL 727-536-3287 Rosemont, IL 847-294-6400 Newton, MA 617-933-2820 Timonium, MD 410-684-2000 Charlotte, NC 704-367-0131 128 Annual Report to Stockholders Our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) is included in our mailing to stockholders and together with this 2013 Annual Report forms our annual report to stockholders within the meaning of SEC rules. 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 com- missions. Requests for booklets describing the Plan, enrollment forms and any corre- spondence or questions regarding the Plan should be directed to: Wells Fargo Bank, N.A. Shareowner Services P.O. Box 64874 St. Paul, MN 55164-0854 1-866-557-8695 Holders of Record Holders of record of the Company’s common stock, par value $.01 per share, totaled 2,652 as of March 7, 2014. 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 Ardmore, PA 610-896-7560 Richboro, PA 215-322-2750 Dallas, TX 214-720-0559 Houston, TX 832-242-6913 San Antonio, TX 210-566-7610 Arlington, VA 703-415-7612 Woodbridge, VA 703-583-0071 Bellevue, WA 425-373-3500 Canada Toronto, Ontario 416-593-6358 PM S 2945 RGB CMYK R E A L T Y R E A L T Y R E A L T Y Kimco Realty Corporation (NYSE: KIM) is a real estate investment trust (REIT) headquartered in New Hyde Park, N.Y., that owns and operates North America’s largest publicly traded portfolio of neighborhood and community shopping centers. As of December 31, 2013, the company owned interests in 852 shopping centers comprising 125 million square feet of leasable space across 42 U.S. states, Puerto Rico, Canada, Mexico and South America. TR ANSFORM 4 SIMPLIFY 6 REDEVEL OP 8 PLUS 10 LETTER FROM THE CHAIRMAN 2 2013 OPERATING REVIEW FORM 10-K 12 21 SHAREHOLDER INFORMATION 128 CORPORATE DIRECTORY IBC Top right: Suburban Square, Philadelphia, PA Corporate Directory Board of Directors PM S 2945 RGB CMYK R E A L T Y R E A L T Y R E A L T Y Milton Cooper Executive Chairman Kimco Realty Corporation Philip E. Coviello (1)(2)(3) Partner * Latham & Watkins LLP Richard G. Dooley (1)(2)(3v) Lead Independent Director Executive Vice President & Chief Investment Officer * Massachusetts Mutual Life Insurance Company Joe Grills (1)(2v)(3) Chief Investment Officer * IBM Retirement Fund David B. Henry Vice Chairman, President & Chief Executive Officer Kimco Realty Corporation F. Patrick Hughes (1v)(2)(3) President Hughes & Associates LLC Frank Lourenso (1)(2)(3) Executive Vice President * JPMorgan Chase & Co. Colombe M. Nicholas (2)(3) Consultant Financo Global Consulting Richard Saltzman (2)(3) President Colony Capital LLC * Retired (1) Audit Committee (2) Executive Compensation Committee (3) Nominating and Corporate Governance Committee v Chairman Executive Management Milton Cooper Executive Chairman David B. Henry Vice Chairman, President & Chief Executive Officer Conor C. Flynn Executive Vice President & Chief Operating Officer Glenn G. Cohen Executive Vice President, Chief Financial Officer & Treasurer Corporate Management James Bruin Vice President, Portfolio Management David F. Bujnicki Vice President, Investor Relations & Corporate Communications Raymond Edwards Vice President, Retail Services Leah Landro Vice President, Human Resources Scott G. Onufrey Senior Vice President, Acquisitions & Investment Management Bruce Rubenstein Senior Vice President, General Counsel & Secretary Thomas Taddeo Vice President, Chief Information Officer Paul Westbrook Vice President, Chief Accounting Officer U.S. Regional Management Robert Nadler President, Central Region Paul D. Puma President, Florida/Southeast Region Wilbur “Tom” Simmons III President, Mid-Atlantic Region Armand Vasquez President, Western Region Josh Weinkranz President, Northeast Region International Management Michael Melson Managing Director, Latin America Kelly Smith Managing Director, Canada i K m c o R e a l t y • 2 0 1 3 A n n u a l R e p o r t TRANSFORM S IMPLIFY REDEVELOP + PM S 2945 RGB CMYK R E A L T Y R E A L T Y 2013 Annual Repor t R E A L T Y PM S 2945 RGB CMYK R E A L T Y R E A L T Y 3333 New Hyde Park Road New Hyde Park, NY 11042 Tel: 516-869-9000 blog.kimcorealty.com / kimcorealty.com R E A L T Y + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + 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