Kimco Realty
Annual Report 2014

Plain-text annual report

i K m c o R e a l t y • 2 0 1 4 A n n u a l R e p o r t Tr an sfor ming & C r e a t i n g V a l u e R E A L T Y 2 014 A n n u a l R e p o r t R E A L T Y Kimco Realty Corporation (NYSE: KIM) is a real estate investment trust (REIT) head- Kimco Realty Corporation (NYSE: KIM) is a real estate investment trust (REIT) headquartered in New Hyde Park, N.Y., that is North America’s quartered in New Hyde Park, N.Y., that owns and operates North America’s largest largest publicly traded owner and operator of neighborhood and publicly traded portfolio of neighborhood and community shopping centers. As of community shopping centers. As of December 31, 2014, the company December 31, 2013, the company owned interests in 852 shopping centers com- owned interests in 754 shopping centers comprising 110 million square prising 125 million square feet of leasable space across 42 U.S. states, Puerto Rico, feet of leasable space across 39 U.S. states, Puerto Rico, Canada, Mexico and Chile. Canada, Mexico and South America. L E T T ER FRO M T HE CH A IR M A N 2 2 014 O PER AT IN G RE V IE W F O R M 10 - K 4 21 SH A R EH O L D ER I N F O R M AT I O N 14 8 CO RPOR AT E DIREC TORY I BC on the cover: Tri-City Plaza, Largo, FL, before and after redevelopment K I M C O ’ S P A T H S T O G R O W T H Joint Venture Acquisition Dulles Town Crossing, Sterling, VA Our growth strategy, summed up in three letters and one symbol: TSR+, continues to transform our business and create additional shareholder value. T R A N S F O R M Trading up to higher-quality properties in top markets pg. 4 S I M P L I F Y Focusing on retail real estate in the U.S. pg. 9 R E D E V E L O P Getting the most value out of our strongly situated shopping centers pg. 12 P L U S Taking advantage of opportunistic retail investments pg. 17 These four parallel paths to growth all lead to the other TSR: T O T A L S H A R E H O L D E R R E T U R N 1 CH A IR M A N ’S L E T T ER Kimco had an excellent year in terms of financial results, occupancy gains, and executing on our “Transform, Simplify, Redevelop, Plus” strategy, designed to generate Total Shareholder Return. Dear Fellow Shareholders and Associates: Kimco has always been about people. So much of And now Conor. I am thrilled with the Board’s selection Kimco’ s rich history and success is due to the vision, of Conor to succeed Dave. Kimco is part of Conor’s leadership and work ethic of key individuals who DNA as he follows in his father’s footsteps. Conor’s have joined with me to make Kimco what it is today; father, Mike, has been a Kimco officer, advisor and namely, the premier owner of retail shopping centers friend of mine for many, many years. And Conor in the United States. From time to time over the years, brings the same energy and passion for our business I have extolled the virtues of some of these individ- that his father brought. He is bright, analytical and uals who have played such a large role at Kimco. articulate. Conor is a wonderful motivator and has an Marty Kimmel, Mike Flynn and David Samber immedi- innate leadership ability that is both rare and refresh- ately come to mind, but there are many others. With ing. I believe the company will thrive under his leader- Dave Henry’s announced retirement and Conor Fly- ship, and I look forward to joining him as he takes nn’s appointment by the Board of Directors to suc- Kimco to higher and higher levels. ceed Dave as our next CEO, I thought it appropriate to focus my remarks on these two unique individuals. In addition to Conor, Kimco is blessed with a group of talented professionals that are smart, dedicated and Dave’s retirement is bittersweet for me. On the one committed to Kimco’s future success. Conor has hand, I am saddened that Dave’s smile, upbeat per- assembled a young team that is limited only by their sonality and calm demeanor will no longer be part of own imagination. At the same time, Conor is also our day at Kimco. In his 14 years at Kimco, Dave has surrounded by some very seasoned and respected been a trusted partner, mentor and friend, and was managers and advisors, including Glenn Cohen, our instrumental in guiding our transformation over the CFO, Bruce Rubenstein, our General Counsel, and a last few years. He will be sorely missed. On the slate of regional presidents who are second to none, other hand, I smile with thoughts that Dave will now and who each manage portfolios that could easily finally have the time that he has rightfully earned to stand alone as separate companies. do all the things in life that he enjoys, but has put off for so long. He leaves us with wonderful memories of Finally, no letter of mine would be complete without a his time here, and we wish him nothing but the best. word about our portfolio. A particularly unique source And we look forward to his continued assistance and of value creation in our business has excited me from advice as we call upon him to serve from time to time the very beginning of my career, and still does today. in the future. By their nature, shopping centers require a very high 2 ratio of land to total value. The typical shopping cen- more value and a better asset for the long term. Let ter is comprised of a one-story building and five times me be specific: in Pentagon Plaza just outside as much land as the square footage of the building’s Washington, DC, a 750-apartment project is under footprint. The land component often exceeds the consideration. And in Boca Raton, we are looking at parking requirements, and thus, becomes an addi- 300 residential units to complement our shopping tional asset. In a growing economy, land is one of the center. We are also considering a smaller residential best and least risky long-term investments. It is irre- project in Columbia, Maryland, which we believe will placeable, indestructible, and a natural hedge against further enhance our existing retail center. In another inflation. And as the land increases in value, it allows instance, in the Bronx, in a shopping center that lies the center’s extra land to be set aside, or land banked, in the shadows of Yankee Stadium, adjacent to the as I like to say, for additional investment opportuni- Bronx County Courthouse and Bronx Municipal ties. In the meantime, the revenue generated from the Building and in one of the densest parts of New York improvements covers the real estate taxes and other City, we built, with a partner, on excess land that we carrying costs. own behind the retail center, a five-story, 67,000- square-foot office building. Our ability to unlock addi- Today, the opportunities that land banking affords us tional value in our current portfolio will play an can take many forms, including the expansion of important part in our future growth. And given the existing centers, development of outparcels, sales to size of our portfolio and the length of ownership of third parties, and possibly mixed-use development. many of our properties, some of which have been As markets change and evolve, it is incumbent upon owned for more than 50 years, I am confident that we us to make sure that we are maximizing each asset’s will continue to find value-creation opportunities value, in order to maximize total shareholder return. within our portfolio. In addition to our redevelopment projects spear- headed by Conor, we have, on occasion, drawn Joe Namath, the iconic New York Jets quarterback of down from our land bank to unlock additional value the late sixties once wrote a book titled, “I Can’t Wait with a mixed-use concept. Where the opportunities Until Tomorrow…’Cause I Get Better-Looking Every for mixed-use projects exist, we are careful to make Day.” While I can’t say the same about myself, I can sure that any non-retail component enhances the say the same about Kimco and its future. We have primary retail component; it is this synergy that great people, great assets and great opportunities increases the overall asset’s value. ahead of us. We get better every day. So, for example, in two quality centers in Washington, DC and Boca Raton, Florida, we are working with best-in-class developers to build residential develop- ments on excess land that we believe will create more demand for our centers’ tenants, and overall, create M I L T O N C O O P E R Executive Chairman 3 2 014 O PER AT IN G RE V IE W Our results reflect our best efforts to reposition the portfolio to a vibrant collection of high-quality, high-growth assets located in dense, core major metropolitan markets with the highest growth in population, wages and employment. Dear Fellow Shareholders and Associates: These are momentous times at Kimco on so occupancy(1) is 88.0 percent, a 280 basis point many fronts. The company’s Transform, Simplify, increase since 4Q 2013. We are targeting small Redevelop, Plus (TSR+) strategy has been a shop occupancy to reach 90 percent by 2016. resounding success. Our 2014 financial perfor- mance exceeded our high expectations. And Transforming our portfolio while Dave Henry will be greatly missed following Simply put, the reason for our excellent perfor- his retirement at the end of the year, the appoint- mance in 2014 is that our transformation efforts ment of Conor Flynn as CEO to succeed Dave, have produced a portfolio of high-quality proper- and our other executive promotions, have been ties in strong markets that benefit from positive enthusiastically received both within and outside macro-economic factors and are more resilient to the company. economic downturns. Overall, Kimco had an excellent year in 2014 in In 2014, we purchased interests in 60 retail proper- terms of financial results, operating performance, ties, including 33 acquired from existing joint ven- and executing on our TSR+ strategy. This strategy, tures, based on a gross purchase price of $1.4 which is designed to drive Total Shareholder Return billion. In keeping with our overall transformation (TSR), produced a TSR of 32.4 percent in 2014. strategy, we are concentrating our acquisition Funds from operations (FFO) as adjusted (exclud- Kimco has scale, physical presence, long standing ing transaction gains and losses) grew to $576.9 relationships and properties with strong demo- million, or $1.40 per diluted share, a 5.3 percent graphics. In these markets, we seek larger proper- per share increase in 2014. Same-site net operat- ties with potential for additional redevelopment efforts on core major metropolitan areas where ing income (NOI) in our portfolio was up 3.3 and future value creation. percent for 2014, excluding the impact of foreign- currency. U.S. same-site NOI has shown strong, Transforming our U.S. portfolio also means exiting consistent growth for 19 consecutive quarters and non-core properties located in secondary and ter- was up by 3.3 percent for the full year 2014. Occupancy(1) in our portfolio reached 95.8 percent, tiary markets, and becoming more urban-focused over time. That’s why we sold 91 U.S. shopping up 130 basis points from 4Q 2013. In the U.S., occupancy(1) was 95.7 percent, an increase of 80 centers totaling 9.6 million square feet, for a gross sales price of $1.0 billion, in 2014. We now have basis points. We take pride in our 16 straight quar- about 17 percent fewer U.S. properties than we ters of solid positive leasing spreads for both new did at the end of 2010, but they are higher quality, leases and renewals, and in the fact that our efforts in small shop space leasing have been gaining sig- nificant traction. As small local and national ten- ants begin to grow again, current small shop as evidenced by our 330 basis point improvement in occupancy(1) and 17.8 percent higher annualized base rent (ABR) per square foot (1). 4 (1) Pro-rata share Since 2010, U.S. rent per square foot(1) increased by17.8% $13.74 $12.99 $12.58 $11.91 $11.66 2010 2011 2012 2013 2014 (1) Pro-rata share U P G R A D I N G O U R P O R T F O L I O top: Joint Venture Acquisition Webster Square, Nashua, NH bottom right: Joint Venture Acquisition Towson Place, Towson, MD 5 T R A N S F O R M • Acquire high-quality assets • Exit non-core markets and lower-quality, “at risk” assets We acquired 142 U.S. shopping centers for a purchase price of $3.3 billion We completed the sales of 234 U.S. shopping centers for a gross sales price of $2.2 billion Since September 2010 6 Occupancy(1) is 96% Rent per square foot(1) is 60% Higher Average Household Income is 38% Higher Population is 11% Greater (1) Pro-rata share Recent Boston Portfolio Acquisition Memorial Plaza, Cambridge, MA 7 S I M P L I F Y I N G O U R B U S I N E S S top: Joint Venture Acquisition Stanford Ranch, Roseville, CA bottom right: Joint Venture Acquisition Woodbury Center, Harriman, NY 8 All told, we reduced the number of properties in our joint venture portfolio by 29 percent in the past 15 months and 47 percent since we initiated this strategy in 2010. Keeping it simple Simplifying our business model is part of our include minimal due diligence costs and time to deliberate approach to becoming a more close; quick execution; less cost to assume mort- focused company. In 2014, we sold 41 properties gage debt on the properties; no brokerage com- in Latin America, totaling approximately 7.5 mil- missions; and no additional overhead required. lion square feet, for a gross sales price of $622.3 million. With the consummation of these sales, In 2014, we acquired 33 joint venture properties the company has substantially liquidated its port- for a gross price of $994.9 million. And it’s a trend folio in Mexico and South America. we are continuing in 2015 with the acquisition of Blackstone’s interest in the 39-property Kimstone We are also reducing the number of partners and portfolio. The portfolio comprises 5.6 million properties that are part of joint ventures by either square feet, is approximately 96 percent occu- selectively buying out partner interests and pied, and consists of a mix of well-located, gro- acquiring properties owned by the joint ventures, cery-anchored shopping centers and dominant or through the outright sale of these assets. power centers in areas with strong demographics and high barriers to entry. All told, we reduced Simplifying our portfolio by acquiring joint ven- the number of properties in our joint venture ture properties managed and leased by Kimco portfolio by 29 percent in the past 15 months and for many years is beneficial to both the company 47 percent since we initiated this strategy in 2010. and our joint venture partners. The benefits J O I N T V EN T U R E P O R TF O L I O 2 010 -1Q 2 015 Properties 551 $12.3B Gross Investment 293 $7.9B 47% reduction in number of properties 2010 83.4M 1Q 2015* 45.7M Gross SF 36% reduction in gross investment *Projected as of March 31, 2015 9 29% Reduction in joint venture properties in the past 15 months S I M P L I F Y • Monetize Latin American assets • Reduce joint venture platform (number of partners and properties) Joint Venture Acquisition Stafford Marketplace, Stafford, VA 10 Sold 41 properties in Latin America for a gross price of $622.3 million in 2014 Acquired 33 joint venture properties for a gross price of $994.9 million in 2014 11 Redevelopment yields strong returns on invested capital, produces higher residual net asset values, and creates operational efficiencies with modern technological advancements. Adding value through redevelopment Aggressively pursuing redevelopment opportunities a potential multi-family component and multiple within our portfolio is one way we leverage our proven retail/restaurant outparcels. Dania Pointe will operational excellence to create value and increase become the most dominant retail center and devel- earnings over time. That’s why we will demolish and opment in Broward County and is already enjoying rebuild; divide anchor spaces and create new store- extremely strong tenant interest. Phase I will be fronts; make room for and build stand-alone stores; and developed on a total of 35 acres and construction will add attractive new facades, shopper amenities and commence in mid-2016. Phase II will be developed landscaping to existing properties. At the end of 2014, on the remaining 60 acres and construction is we had a redevelopment and value creation pipeline of expected to commence in 2017. $1.2 billion, which should generate an incremental NOI of approximately $100 million and will add over $625 The center will pull from a 10+ mile trade area with million in net asset value over a five-year period. over 1.1 million people and more than 570,000 employees. Over 270,000 cars drive past the site daily One of these redevelopment opportunities is the ide- on I-95 with another 90,000 cars per day driving along ally located Pompano Beach Shopping Center in I-595 just to the north of Dania Pointe. The Fort Pompano Beach, Florida. We took advantage of an Lauderdale Airport is just 3 miles northeast of the project. opportunity and terminated our Kmart lease early to Within 5 miles to the east is the Port Everglades Cruise redevelop the property which is along the major retail Port with more than 80,000 passengers per week. corridor in Pompano Beach. Build-to-suit leases were then secured with Whole Foods (45,000 SF) and Sports Dania Pointe is adjacent to our 900,000 square foot, Authority (35,000 SF). In addition, a vacant outparcel 100 percent leased Oakwood Plaza shopping center. restaurant was demolished and a new PDQ restaurant was built in its place. All three tenants recently opened As Milton described in his letter, another way we’re for business generating a return on investment (ROI) of continuing to increase value is to add mixed-use 11 percent and incremental value of $9.4 million. opportunities where appropriate. This approach Taking advantage of development opportunities produces the highest and best use for existing real estate, benefits the surrounding community and increases the value of the primary retail component of For the first time in many years, we are also seeing the project. We look to mitigate risk by either ground some limited and select opportunities for ground-up leasing the mixed-use component or working with development. This includes our Dania Pointe devel- best-in-class developers. Mixed-use redevelopment opment located in Dania Beach (Ft. Lauderdale), creates value for shareholders while retaining the own- Florida, which comprises 95 acres located along I-95 ership of the fee position. In addition to Dania Pointe with excellent visibility. Dania Pointe will likely consist and some of the mixed-use projects mentioned by of over 1 million square feet of retail, a hotel, Milton, of particular note is our unique asset in Cupertino, California. 12 I N C R E A S I N G P R O P E R T Y V A L U E S Incremental Value Creation: $8.9 million • Redeveloping 90% of the shopping center to improve traffic and pedestrian circulation • Adding seven junior anchor and two anchor tenants, as well as 38,000 square feet of small shop space Redevelopment in Progress Tri-City Plaza, Largo, FL • Executed leases with LA Fitness, Sports Authority, Ross Dress for Less and Petco 13 R E D E V E L O P • Evaluate highest and best property use to drive value creation • Focus on dense, core major metros and highly productive centers before after Recently Completed Redevelopment Pompano Beach Shopping Center, Pompano Beach, FL 14 We are investing $1.2 billion* to increase the appeal, quality, and value of our shopping centers. We completed 34 projects in 2014, at a cost of $68 million with an ROI of 12.4% *As of December 31, 2014 15 before after C O R P O R A T E R E S P O N S I B I L I T Y P R O G R A M Kimco is focused on building a thriving and We’re honored that our work in this sustainable business – one that succeeds by important area has been singled out for delivering long-term value for stakeholders. recognition. Kimco was named to the S&P We take pride in how we conduct business, 500 Climate Disclosure Leadership Index including the positive contribution we make (CDLI) by the nonprofit CDP, a leading to our communities and our initiatives to global environmental disclosure system, for safeguard the environment. the depth and quality of information we disclosed to investors and the global marketplace this year. We were also named a Green Star Company by the Global Real Estate Sustainability Benchmark (GRESB). In 2014, we produced our inaugural corporate responsibility report, based on the Global Reporting Initiative’s G-4 Guidelines. The report spells out our key corporate responsibility program priorities which are to: • Openly engage our key stakeholders. above: Community connection, employees are encouraged to volunteer in their communities as a means of multiplying their impact. • Lead by example in our operations. • Positively influence our tenants and partners. top left: Improved lighting quality and increased efficiency • Enhance our communities. • Build and retain a quality team. 16 We are proud that our TSR+ strategy delivered a TSR, total shareholder return, of 32.4% for 2014. Cupertino Village, located directly across from the fully applied for 25 years with retailers such as Gold planned Apple Campus 2, which is expected to be Circle, Woolco, Venture Stores, Hechinger, Montgomery completed in 2016, is undergoing a major redevelop- Ward, Shopko, Ames, and Save Mart. The Plus business ment that will add new buildings, parking, landscaping has also been involved in many smaller, lower-profile and high-tech touches befitting a neighbor of Apple. sale/leasebacks and other investments. The company, The center, to be completed by mid-2015, will make however, is committed to keeping the size of the Plus Cupertino Village an even more attractive shopping business modest in relation to our total size. destination for city residents and the 14,000 Apple employees expected to work next door. How we put the Plus in TSR+ (cid:49)(cid:87)(cid:84)(cid:2)(cid:386)(cid:80)(cid:67)(cid:80)(cid:69)(cid:75)(cid:67)(cid:78)(cid:2)(cid:82)(cid:75)(cid:69)(cid:86)(cid:87)(cid:84)(cid:71)(cid:2)(cid:75)(cid:85)(cid:2)(cid:71)(cid:90)(cid:69)(cid:71)(cid:78)(cid:78)(cid:71)(cid:80)(cid:86) Our consolidated market cap at year end was $16.1 bil- lion, and our ratios of consolidated net debt to EBITDA Working with the Kimco regional teams, Milton and as adjusted; debt to equity and fixed charge coverage Ray Edwards, Vice President, Retailer Services, con- collectively demonstrate a strong balance sheet profile. tinue to find value creation opportunities through We completed 2014 with over $1.6 billion of immediate investments with retailers who own large portions of liquidity, positioning us to be able to take advantage of their real estate. We call this the “Plus” in TSR+. Our opportunities that arise. 50 years of retail property experience and financial acumen have resulted in a solid track record of unlock- We also benefited from recurring retail earnings ing real estate value for retailers. We believe the cur- growth, which grew by 4 percent in 2014. Recurring rent economic environment, coupled with our strong retail earnings had a 5 percent compound annual retail relationships, will yield profitable investment growth rate (CAGR) from 2010 to 2014. Our dividend opportunities as we help real estate rich retailers grew at a CAGR of 9 percent from 2010 to 2014. We unlock the value in those assets. We work directly with also maintain excellent dividend coverage, as illustrated retailers on sale leasebacks, bankruptcy transactions, by an FFO payout ratio of 62 percent. repositioning underperforming retail locations, and retail real estate financing. Kimco is positioned to access capital at all times and in multiple forms. We continue to lower our cost of capital As an example of the Plus at work, in 2014, we by replacing higher rate maturing debt at lower rates. announced that we would be participating in a consor- In 2014, we issued a new seven-year unsecured note tium to purchase grocery chain Safeway Inc. This trans- totaling $500 million at 3.20 percent. The proceeds action, which closed in the beginning of 2015, builds on were used to repay $294.6 million of unsecured notes at the momentum of our Albertsons and SUPERVALU a blended rate of 5.20 percent and $97.6 million of investments and fits with our strategy of creating addi- mortgage debt with a weighted average interest rate of tional value through opportunistic investments with real 6.14 percent, which matured in 2014. estate rich retailers. It’s a strategy that we have success- 17 P L U S • Create value via opportunistic retail activities • Work directly with retailers on sale leasebacks, bankruptcy, retail real estate financing TOTA L SH A R E H O LD E R R E T U R N 1 YEAR 12/31/13 - 12/31/14 5 YEAR 12/31/09 - 12/31/14 SINCE IPO 11/29/91 - 12/31/14 32.4% 18.0% 13.5% 111115.4% 15.4% 14.2% 10.8% 9.8% 1111113.7% 13.7% 11110.0% 10.0% DJIA S&P 500 KIM DJIA S&P 500 KIM DJIA S&P 500 KIM Recent Acquisition Crossroads Plaza, Cary, NC 18 FUNDS FROM OPER ATIONS A S A DJ US T E D ( Pe r S h a r e) $1.40 -$1.44 $1.40 $1.33 $1.26 $1.20 2011 2011 2 2012 2012 2 2013 200 313 2 22015* 2014 2015* 2014 D I V I DE N D ( Pe r C o m m o n S h a r e) $0.96 $$0$0$0$0$$$ .90000 $0$0$00..8.8. 444 $$$ $0$0$00.77.7.776666 $0$0$0$ 7.722 2011 2011 20201212 2012 20201313 2013 2 2001515** 2014 2015* 2014 *Per company estimates 19 Anaheim Plaza, Anaheim, CA B U I L D I N G O N S U C C E S S In early 2015, we refinanced our $400 million unse- ment grade credit ratings in the upper 10 percent level cured term loan, scheduled to mature in April 2015, of all U.S. REITs. Our unsecured debt ratings are as fol- with a new $650 million unsecured term loan sched- lows: S&P: BBB+; Moody’s: Baa1; and Fitch: BBB+. uled to mature in 2020, with lower pricing provided by a consortium of banks. In addition, we established Looking ahead a $500 million “At the Market” equity program which provides us an attractive, alternative low-cost way to source capital and greater flexibility in managing our balance sheet. We are preserving our strong liquidity position, and during 2014, renewed our $1.75 billion unsecured revolving credit facility with better pricing. This line is scheduled to mature in March 2019. We maintained strong balance sheet metrics in 2014, with Net Debt to EBITDA as adjusted of 5.5x, within our stated goal of 5.5x-6.0x range, and a fixed charge coverage of 3.2x. Finally, we maintain strong invest- We believe our results in 2014 demonstrate the effec- tiveness of our TSR+ strategy. We could not have achieved these results without the outstanding people of Kimco, who we believe are quite simply the best in the business. We look forward to leveraging our strat- egy to build on our successes and continue to drive Total Shareholder Return. In 2015, our emphasis will be on creating additional value within our existing portfolio through redevelopment, expansions and select new developments. We are excited about these plans, and to echo Milton, we have great people, great assets and great opportunities ahead of us. We get better every day. D A V I D B . H E N R Y C O N O R C . F L Y N N G L E N N G . C O H E N Vice Chairman, President, Chief Operating Officer Executive Vice President, Chief Executive Officer & Chief Investment Officer Chief Financial Officer & Treasurer 20 F O R M 10 - K 21 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (cid:59) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR (cid:133) 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. Name of each exchange on which registered New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange Depositary Shares, each representing one-thousandth of a share of 5.625% Class K Cumulative Redeemable Preferred Stock, par value $1.00 per share. New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:59) No (cid:133) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:133) No (cid:59) 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 (cid:59) No (cid:133) 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 (cid:59) No (cid:133) 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. (cid:59) 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.) (cid:59) (cid:133) Accelerated filer Smaller reporting company (cid:133) (cid:133) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:133) No (cid:59) The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $9.1 billion based upon the closing price on the New York Stock Exchange for such equity on June 30, 2014. 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) Part III incorporates certain information by reference to the Registrant’s definitive proxy statement to be filed with respect to the Annual 412,577,958 shares as of February 25, 2015. DOCUMENTS INCORPORATED BY REFERENCE Meeting of Stockholders expected to be held on May 5, 2015. Index to Exhibits begins on page 44. TABLE OF CONTENTS PART I Form 10-K Report Page Item No. 1. 1A. 1B. 2. 3. 4. 5. 6. 7. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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. 9A. 9B. 10. 11. 12. 13. 14. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain Relationships and Related Transactions, and Director Independence. . . . . . . . . . . . . . . . Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART IV 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 2 3 6 13 13 14 14 15 18 19 39 40 40 40 41 42 42 42 42 42 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 favorable terms 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 and managements’ ability to estimate the impact thereof, (vii) risks related to the Company’s international operations, (viii) the availability of suitable acquisition, disposition, development and redevelopment opportunities , and risks related to acquisitions not performing in accordance with our expectations, (ix) valuation and risks related to the Company’s 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, (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 to refer to 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”). Item 1. Business Background PART I 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, 2014, the Company had interests in 754 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 109.5 million square feet of gross leasable area (“GLA”), and 533 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 11.7 million square feet of GLA, for a grand total of 1,287 properties aggregating 121.2 million square feet of GLA, located in 41 states, Puerto Rico, Canada, Mexico and Chile. 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, 2014, a total of 580 persons were employed by the Company. 3 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. 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. By the fourth quarter of 2014, the Company had substantially liquidated its investments in Mexico, Brazil and Peru. 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): 2014 2013 2012 Revenues (consolidated in USD): Mexico. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Peru . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Chile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 29.4 $ - $ 0.1 $ 8.1 $ 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”) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 382.3 - 0.4 4,485.9 673.8 6.8 1.2 4,464.7 Equity in income (unconsolidated joint ventures, including preferred equity investments in USD): Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Mexico (2014 includes the release of cumulative foreign currency translation adjustment “CTA”) . . . . . . . . . . . . . . . . . $ Chile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 49.3 $ 46.6 $ (3.7) $ (0.1) $ 98.1 $ 4.2 $ Equity in income (unconsolidated joint ventures, including preferred equity investments in local currencies): Canada (Canadian dollars) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mexico (MXN). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chile (CLP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 54.6 (550.8) (55.3) 48.0 232.3 2,141.2 47.3 3.8 0.4 7.4 626.5 7.2 1.1 3,648.0 45.7 15.0 0.4 46.0 152.8 194.2 The Company, through its taxable REIT subsidiaries (“TRS”), as permitted by the Tax Relief Extension Act of 1999, has previously 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. 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. 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 and South America and reducing the number of joint venture investments and (iii) pursuing redevelopment opportunities within its portfolio to increase overall value and certain development opportunities for long-term investment. The Company has an active capital recycling program and during the second quarter of 2014, the Company implemented a plan to accelerate the disposition of certain U.S. properties. This plan effectively shortened the Company’s anticipated hold period for these properties and as such caused the Company to recognize impairment charges on certain consolidated operating properties to reflect their estimated fair values. If the Company accepts sales prices for these assets that are less than their net carrying values, the Company would be required to take additional impairment charges. 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 supermarket, a discount department store, a home improvement center 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, 2014, no single neighborhood and community shopping center accounted for more than 1.8% 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 1.4% of the Company’s total shopping center GLA. At December 31, 2014, the 5 Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, Kohl’s and Bed Bath & Beyond which represented 3.3%, 2.4%, 1.8%, 1.8% and 1.8%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest. 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 or changes in federal tax laws, regulations, administrative interpretations or court decisions relating to real estate investment trusts 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 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: (cid:120)(cid:3) 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; (cid:120)(cid:3) we could be subject to the federal alternative minimum tax and possibly increased state and local taxes; (cid:120)(cid:3) unless we were entitled to relief under statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified; and (cid:120)(cid:3) we would not be required to make distributions to stockholders. As a result of all these factors, our failure to qualify as a REIT or changes in federal tax laws with respect to qualification as a REIT or the tax consequences of such qualification could also impair our ability to expand our business or raise capital and materially adversely affect the value of our securities. 6 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: (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) changes in the national, regional and local economic climate; local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own; 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; 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 expenses of owning and operating properties, which 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; (cid:120)(cid:3) acts of terrorism and war, acts of God and physical and weather-related damage to our properties; and (cid:120)(cid:3) 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; (cid:120)(cid:3) weakness in the national, regional and local economies; (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) ongoing consolidation in the retail sector; and (cid:120)(cid:3) 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 7 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. 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 ground-up 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. 8 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: (cid:120)(cid:3) potentially inferior financial capacity, diverging business goals and strategies and the need for our venture partner’s continued cooperation; (cid:120)(cid:3) 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; (cid:120)(cid:3) our inability to control the legal entity that has title to the real estate associated with the joint venture; (cid:120)(cid:3) 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; (cid:120)(cid:3) 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 (cid:120)(cid:3) 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. 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-strategic assets 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-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; (cid:120)(cid:3) (cid:120)(cid:3) unexpected changes in legislative and regulatory requirements, including changes in applicable laws and regulations in the United States that affect foreign operations; (cid:120)(cid:3) potential adverse tax burdens; (cid:120)(cid:3) burdens of complying with different accounting and permitting standards, labor laws and a wide variety of foreign laws; (cid:120)(cid:3) obstacles to the repatriation of earnings and cash; regional, national and local political uncertainty; (cid:120)(cid:3) (cid:120)(cid:3) economic slowdown and/or downturn in foreign markets; 9 (cid:120)(cid:3) difficulties in staffing and managing international operations; (cid:120)(cid:3) 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. (cid:120)(cid:3) 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 gain balance at December 31, 2014, is $0.3 million, this amount consists of unrealized gains in Canada aggregating $15.2 million, offset by unrealized losses in Chile aggregating $14.9 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 during the fourth quarter 2014 the Company substantially liquidated its investment in Mexico and Peru and recognized a loss from foreign currency translation in the amount of $140.1 million before noncontrolling interest of $5.8 million. The Company may, in the near term, substantially liquidate its investment in Chile which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings. 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 portion of our revenues are generated internationally, we must devote an appropriate level of resources to managing our international operations. 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 and Chile 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. 10 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: (cid:120)(cid:3) we could have great difficulty acquiring or developing properties, which would materially adversely affect our business strategy; (cid:120)(cid:3) our liquidity could be adversely affected; (cid:120)(cid:3) we may be unable to repay or refinance our indebtedness; (cid:120)(cid:3) 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 (cid:120)(cid:3) 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 loan 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 be advantageous. In addition, failure to meet any of the financial covenants could cause an event of default under our revolving credit facility, term loan 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. The market price of our publicly traded securities depends on various market conditions, which may change from time-to-time. Among the market conditions that may affect the market price of our publicly traded securities are the following: (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) 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; (cid:120)(cid:3) our financial condition and performance; (cid:120)(cid:3) (cid:120)(cid:3) an increase in market interest rates, which may lead prospective investors to demand a higher distribution the market’s perception of our growth potential, potential future cash dividends and risk profile; rate in relation to the price paid for our shares; and (cid:120)(cid:3) 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 11 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 mortgage receivables or other investments, which may result in significant losses to us. Our investments in marketable securities are subject to specific risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer, which may result in significant losses to us. Marketable securities are generally unsecured and may also be subordinated to other obligations of the issuer. As a result, investments in marketable securities are subject to risks of: (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) limited liquidity in the secondary trading market; substantial market price volatility, resulting from changes in prevailing interest rates; subordination to the prior claims of banks and other senior lenders to the issuer; the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations; and 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. Where that occurs, 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. The economic performance and value of our other investments, which we do not control and are in retail operations, are subject to risks associated with owning and operating retail businesses, including: changes in the national, regional and local economic climate; the adverse financial condition of some large retailing companies; increasing use by customers of e-commerce and online store sites; and (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) (cid:120)(cid:3) ongoing consolidation in the retail sector. A decline in the value of our other investments may require us to recognize an other-than-temporary impairment (“OTTI”) against such assets. When the fair value of an investment is determined to be less than its amortized cost at the balance sheet date, we assess whether the decline is temporary or other-than-temporary. If we intend to sell an impaired asset, or it is more likely than not that we will be required to sell the impaired asset before any anticipated recovery, then we must recognize an OTTI through charges to earnings equal to the entire difference between the assets amortized cost and its fair value at the balance sheet date. When an OTTI is recognized through earnings, a new cost basis is established for the asset and the new cost basis may not be adjusted through earnings for subsequent recoveries in fair value. 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. 12 Item 1B. Unresolved Staff Comments None Item 2. Properties Real Estate Portfolio. As of December 31, 2014, the Company had interests in 754 shopping center properties (the “Combined Shopping Center Portfolio”) aggregating 109.5 million square feet of gross leasable area (“GLA”) and 533 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 11.7 million square feet of GLA, for a grand total of 1,287 properties aggregating 121.2 million square feet of GLA, located in 41 states, Puerto Rico, Canada, Mexico and Chile. 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, 2014, the Company’s Combined Shopping Center Portfolio was 95.6% 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 145,226 square feet as of December 31, 2014. 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 2014, the Company capitalized $22.2 million in connection with these property improvements and expensed to operations $33.8 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, Kohl’s, Bed Bath & Beyond, Royal Ahold, Petsmart, Ross Stores, Best Buy and Safeway. 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. Minimum base rental revenues and operating expense reimbursements accounted for 98% and other revenues, including percentage rents, accounted for 2% of the Company’s total revenues from rental property for the year ended December 31, 2014. 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 31.2% 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, 2014. 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, 2014, the Company’s consolidated operating portfolio, comprised of 57.6 million square feet of GLA, was 95.7% leased. The U.S. properties make up the majority of the Company’s consolidated operating portfolio consisting of 57.2 million of the total 57.6 million square feet. For the period January 1, 2014 to December 31, 2014, the Company increased the average 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 $12.61 to $13.50, an increase of $0.89. This increase primarily consists of (i) a $0.34 increase relating to acquisitions, (ii) a $0.31 increase relating to dispositions, and (iii) an $0.24 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio. 13 The Company has a total of 5,569 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) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Number of Leases Expiring Square Feet Expiring Total Annual Base Rent Expiring % of Gross Annual Rent 232 600 784 873 774 724 398 219 213 210 224 106 687 3,167 6,134 7,432 6,241 6,123 4,531 2,602 2,290 2,343 3,228 1,530 $ $ $ $ $ $ $ $ $ $ $ $ 12,846 47,336 80,059 100,813 89,340 84,778 58,196 34,624 32,082 33,567 45,236 18,974 1.8% 6.5% 11.0% 13.8% 12.2% 11.6% 8.0% 4.7% 4.4% 4.6% 6.2% 2.6% (1) Leases currently under month to month lease or in process of renewal During 2014, the Company executed 872 leases totaling over 6.6 million square feet in the Company’s consolidated operating portfolio comprised of 354 new leases and 518 renewals and options. The leasing costs associated with these leases are estimated to aggregate $45.4 million or $23.73 per square foot. These costs include $35.9 million of tenant improvements and $9.5 million of leasing commissions. The average rent per square foot on new leases was $16.68 and on renewals and options was $12.78. 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 49 consolidated shopping center properties and interests in 24 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 responding to the subpoena and intends to cooperate 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. Item 4. Mine Safety Disclosures Not applicable. 14 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, 2014. 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 2013: First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014: First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock Price High Low Dividends $ $ $ $ $ $ $ $ 22.49 25.09 23.24 21.83 22.70 23.63 23.82 26.04 $ $ $ $ $ $ $ $ 19.41 20.25 19.68 19.22 19.61 21.41 21.54 21.56 $ $ $ $ $ $ $ $ 0.21 0.21 0.21 0.225(a) 0.225 0.225 0.225 0.24(b) (a) Paid on January 15, 2014, to stockholders of record on January 2, 2014. (b) Paid on January 15, 2015, to stockholders of record on January 2, 2015. Holders The number of holders of record of the Company’s common stock, par value $0.01 per share, was 2,521 as of January 31, 2015. 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 $0.90 dividend per common share paid during 2014 represented 36% ordinary income, a 36% return of capital and 28% capital gain to its stockholders. 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. 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, unsecured bank debt, 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 15 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. 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, its term loan, 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. Issuer Purchases of Equity Securities During the year ended December 31, 2014, the Company repurchased 128,147 shares in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock awards under the Company’s equity-based compensation plans. The Company expended approximately $2.8 million to repurchase these shares. Period January 1, 2014 - January 31, 2014 . . . . . February 1, 2014 - February 28, 2014 . . . . March 1, 2014 - March 31, 2014 . . . . . . April 1, 2014 - April 30, 2014 . . . . . . . May 1, 2014 - May 31, 2014 . . . . . . . . June 1, 2014 - June 30, 2014 . . . . . . . July 1, 2014 - July 31, 2014 . . . . . . . . August 1, 2014 - August 31, 2014. . . . . . September 1, 2014 - December 31, 2014. . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Number of Shares Purchased 2,329 83,826 39,678 - 557 302 789 666 - 128,147 Average Price Paid per Share $ $ $ $ $ $ $ $ $ $ 20.01 21.37 22.01 - 22.73 23.40 23.51 22.37 - 22.13 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) - - - - - - - - - - $ $ - - - - - - - - - - 16 Total Stockholder Return Performance The following performance chart compares, over the five years ended December 31, 2014, 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, 2014, 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. Historical Total Return Analysis (December 2009 to December 2014) 250 200 ) $ ( s r a l l o D 150 100 50 0 KIM: 126.71% NAREIT: 118.10% S&P 500: 104.95% Source: NAREIT, Bloomberg Kimco S&P 500 NAREIT Equity 17 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. 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) . . . . . . . . . . . . . . . . . . . . . . . . . . $ Provision for income taxes, net (4) . . . . . . . . . . $ Impairment charges (5) . . . . . . . . . . . . . . . . . . . $ Income from continuing operations (6) . . . . . . $ Income per common share, from continuing operations: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Weighted average number of shares of common stock: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends declared per 2014 Year ended December 31, (2) 2012 2013 (in thousands, except per share information) 2011 2010 958,888 $ 203,759 $ - $ 258,074 $ - $ 825,210 $ 212,240 $ - $ 224,713 $ - $ 755,851 $ 223,736 $ - $ 214,827 $ - $ 698,211 $ 219,599 $ - $ 197,956 $ 12,074 $ 389 $ 22,438 $ 39,808 $ 375,133 $ 1,432 $ 32,654 $ 32,247 $ 276,884 $ 4,299 $ 15,603 $ 10,289 $ 172,760 $ 108 $ 24,928 $ 13,077 $ 100,059 $ 673,367 219,766 10,811 188,706 2,080 2,377 6,279 32,661 65,091 0.77 $ 0.77 $ 0.53 $ 0.53 $ 0.19 $ 0.19 $ 0.10 $ 0.10 $ 0.03 0.03 409,088 411,038 407,631 408,614 405,997 406,689 406,530 407,669 405,827 406,201 common share . . . . . . . . . . . . . . . . . . . . . . . . $ 0.915 $ 0.855 $ 0.78 $ 0.73 $ 0.66 2014 2013 December 31, 2012 (in thousands) 2011 2010 Balance Sheet Data: Real estate, before accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,018,226 $ 9,123,344 $ 8,947,287 $ 8,771,257 $ 8,592,760 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,285,728 $ 9,663,630 $ 9,751,234 $ 9,628,762 $ 9,833,875 4,620,298 $ 4,221,401 $ 4,195,317 $ 4,114,385 $ 4,058,987 Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,774,785 $ 4,632,417 $ 4,765,160 $ 4,686,386 $ 4,935,842 Total stockholders’ equity . . . . . . . . . . . . . . . . . $ Cash flow provided by operations . . . . . . . . . . $ Cash flow provided by/(used for) 629,343 $ 570,035 $ 479,054 $ 448,613 $ 479,935 investing activities . . . . . . . . . . . . . . . . . . . . . $ Cash flow used for financing activities. . . . . . . $ 126,705 $ (717,494) $ 72,235 $ (635,377) $ (51,000) $ (399,061) $ (20,760) $ (440,125) $ 37,904 (514,743) (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, 2014, 2013, 2012, 2011 and 2010, 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. 18 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, 2014, the Company had interests in 754 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 109.5 million square feet of gross leasable area (“GLA”) and 533 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 11.7 million square feet of GLA, for a grand total of 1,287 properties aggregating 121.2 million square feet of GLA, located in 41 states, Puerto Rico, Canada, Mexico, and Chile. 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. 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 and South America and reducing the number of joint venture investments and (iii) pursuing redevelopment opportunities within its portfolio to increase overall value and certain development opportunities for long-term investment. The Company has an active capital recycling program and during the second quarter of 2014, the Company implemented a plan to accelerate the disposition of certain non- strategic U.S. properties. This plan effectively shortened the Company’s anticipated hold period for these properties and as such caused the Company to recognize impairment charges on certain consolidated operating properties. If the Company accepts sales prices for these assets that are less than their net carrying values, the Company would be required to take additional impairment charges. 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 in the U.S. 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 following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31, 2014: Portfolio Information: (cid:120)(cid:3) Net income available to common shareholders increased by $187.7 million to $365.7 million for the year ended December 31, 2014, as compared to $178.0 million for the corresponding period in 2013. (cid:120)(cid:3) Funds from operations (“FFO”) increased from $1.35 per diluted share for the year ended December 31, 2013, to $1.45 per diluted share for the year ended December 31, 2014 (see additional disclosure on FFO beginning on page 36). (cid:120)(cid:3) FFO as adjusted increased from $1.33 per diluted share for the year ended December 31, 2013, to $1.40 per diluted share for the year ended December 31, 2014 (see additional disclosure on FFO beginning on page 36). (cid:120)(cid:3) Combined Same Property net operating income (“NOI”) increased 2.5% for the year ended December 31, 2014, as compared to the corresponding period in 2013; excluding the negative impact of foreign currency fluctuation, this increase would have been 3.3% (see additional disclosure on NOI beginning on page 38). 19 (cid:120)(cid:3) Occupancy rose from 94.6% at December 31, 2013, to 95.6% at December 31, 2014 in the Combined Shopping Center Portfolio. (cid:120)(cid:3) Occupancy rose from 94.9% at December 31, 2013, to 95.7% at December 31, 2014 for the U.S. combined shopping center portfolio. (cid:120)(cid:3) Generated U.S. cash-basis leasing spreads of 8.8%; new leases increased 19.5% and renewals/options increased 6.3%. (cid:120)(cid:3) Executed 2,124 leases, renewals and options totaling approximately 9.8 million square feet in the Combined Shopping Center Portfolio. Acquisition Activity (see Footnotes 3 and 7 of the Notes to Consolidated Financial Statements included in this Form 10-K): (cid:120)(cid:3) Acquired 63 shopping center properties and five outparcels comprising an aggregate 7.1 million square feet of GLA, for an aggregate purchase price of $1.4 billion including the assumption of $702.6 million of non-recourse mortgage debt encumbering 53 of the properties. The Company acquired 34 of these properties for an aggregate sales price of $1.0 billion 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 gain of $107.2 million from the fair value adjustment associated with its original ownership due to a change in control. (cid:120)(cid:3) Additionally, during the year ended December 31, 2014, the Company acquired $53.5 million in land related to three development projects which will be held as long-term investments. The Company anticipates completing these projects over the next four years. U.S. Disposition Activity (see Footnotes 4, 5, and 6 of the Notes to Consolidated Financial Statements included in this Form 10-K): (cid:120)(cid:3) During 2014, the Company disposed of 63 operating properties, in separate transactions, for an aggregate sales price of $535.8 million. These transactions, which are included in Discontinued Operations, resulted in an aggregate gain of $166.6 million, before income taxes of $8.7 million, and aggregate impairment charges of $60.4 million, before income tax benefits of $2.0 million. Latin America Disposition Activity (see Footnotes 4, 5, 6 and 7 of Notes to the Consolidated Financial Statements included in this Form 10-K): (cid:120)(cid:3) During 2014, the Company sold 27 consolidated properties in its Latin American portfolio for an aggregate sales price of $297.7 million. These transactions, which are included in Discontinued Operations, resulted in an aggregate gain of $33.4 million, after income taxes of $3.3 million and aggregate impairment charges of $24.7 million. (cid:120)(cid:3) During 2014, joint ventures in which the Company held noncontrolling interests sold 14 operating properties located throughout Mexico for $324.5 million. These transactions resulted in an aggregate net gain to the Company of $40.0 million, after income tax, and aggregate impairment charges of $0.9 million. (cid:120)(cid:3) These transactions contributed to the Company’s substantial liquidation of its investment in Mexico and Peru during the fourth quarter, which resulted in the release of a cumulative foreign currency translation loss of $134.4 million, after noncontrolling interests of $5.8 million. This loss has been recorded on the Company’s Consolidated Statements of Income as follows: (i) $92.9 million is included in Impairment/loss on operating properties, net of tax, within Discontinued operations (ii) $47.3 million is included in Equity in income of joint ventures, net and (iii) $5.8 million is included in Net income attributable to noncontrolling interest. Capital Activity (for additional details see Liquidity and Capital Resources below): (cid:120)(cid:3) During March 2014, the Company established a new $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2018, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2019. The Credit Facility, which can be increased to $2.25 billion through an accordion feature, accrues interest at a rate of LIBOR plus 92.5 basis points on drawn funds. 20 (cid:120)(cid:3) During 2014, the Company issued $500.0 million of 7-year Senior Unsecured Notes at an interest rate of 3.20% payable semi-annually in arrears which are scheduled to mature in May 2021. Net proceeds were used for general corporate purposes including reducing borrowings under the Credit Facility and repayment of maturing debt. (cid:120)(cid:3) Also during 2014, the Company repaid (i) its $100.0 million 5.95% senior unsecured notes, which matured in June 2014 and (ii) its remaining $194.6 million 4.82% senior unsecured notes, which also matured in June 2014. (cid:120)(cid:3) The Company repaid its 1.0 billion Mexican peso (“MXN”) (USD $76.3 million) term loan which was scheduled to mature in March 2018, and bore interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% during September 2014. 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 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 21 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, if material, are made to the purchase price allocation on a retrospective basis. The Company expenses transaction costs associated with business combinations in the period incurred. 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  (including certain identified intangible assets) 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, changes in anticipated holding period 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 anticipated hold period 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. 22 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. 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 positive and negative 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 2014 to 2013 2014 Revenues from rental properties (1) . . . . . . . . . . . . . . Rental property expenses: (2) Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating and maintenance . . . . . . . . . . . . . . . . . . . . Depreciation and amortization (3) . . . . . . . . . . . . . . . $ $ $ $ 23 2013 (amounts in millions) $ 825.2 $ 958.9 Increase % change 133.7 16.2% 14.3 124.7 119.7 258.7 258.1 $ $ $ 13.3 108.7 99.4 221.4 224.7 $ $ $ 1.0 16.0 20.3 37.3 33.4 7.5% 14.7% 20.4% 16.8% 14.9% (1) (2) Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2014 and 2013, providing incremental revenues for the year ended December 31, 2014, of $110.1 million, as compared to the corresponding period in 2013 and (ii) an overall increase in the consolidated shopping center portfolio occupancy to 95.7% at December 31, 2014, as compared to 94.0% at December 31, 2013, the completion of certain redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2014, of $23.6 million, as compared to the corresponding period in 2013. 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, 2014, as compared to the corresponding period in 2013, primarily due to acquisitions of properties during 2014 and 2013, resulting in (i) an increase in real estate taxes of $16.0 million, (ii) an increase in repairs and maintenance costs of $6.8 million, (iii) an increase in snow removal costs of $3.4 million, (iv) an increase in property services of $3.7 million, (v) an increase in utilities expense of $1.8 million and (vi) an increase in insurance expense of $3.9 million, due to an increase in insurance claims. (3) Depreciation and amortization increased for the year ended December 31, 2014, as compared to the corresponding period in 2013, primarily due to operating property acquisitions during 2014 and 2013. 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 decreased $5.3 million to $122.2 million for the year ended December 31, 2014, as compared to $127.5 million for the corresponding period in 2013. This decrease is primarily due to a decrease in professional fees of $3.4 million in connection with 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) and a decrease in personnel related costs of $1.8 million for the year ended December 31, 2014, as compared to the corresponding period in 2013. During the year ended December 31, 2014, the Company recognized impairment charges of $217.8 million, of which $178.0 million, before income tax benefits of $1.7 million, is included in discontinued operations. These impairment charges consist of (i) $118.4 million related to adjustments to property carrying values, (ii) the release of a cumulative foreign currency translation loss of $92.9 million relating to the substantial liquidation of the Company’s investment in Mexico, (iii) $4.8 million related to a cost method investment and (iv) $1.6 million related to a preferred equity investment. The adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated hold period for such properties. During the second quarter ended June 30, 2014, the Company implemented a plan to accelerate its disposition of certain properties. This plan effectively shortened the Company’s anticipated hold period for these properties and as a result the Company recognized impairment charges on various operating properties. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K. During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million of which $158.0 million, before noncontrolling interests and income tax, 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. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K. Interest, dividends and other investment income decreased $15.8 million to $1.0 million for the year ended December 31, 2014, as compared to $16.8 million for the corresponding period in 2013. This decrease is primarily due to (i) a decrease in realized gains of $12.1 million resulting from the sale of certain marketable securities during the year ended December 31, 2013, (ii) a decrease in excess cash distributions related to cost method investments of $2.8 million for the year ended December 31, 2013 and (iii) a decrease in dividend income of $1.2 million resulting from the sale of certain marketable securities during the year ended December 31, 2013. 24 Other (expense)/income, net changed $9.7 million to an expense of $8.5 million for the year ended December 31, 2014, as compared to income of $1.2 million for the corresponding period in 2013. This change is primarily due to a decrease in gains from land sales of $8.0 million and an increase in acquisition related costs of $1.4 million related to an increase in acquisitions during 2014 as compared to 2013. Interest expense decreased $8.4 million to $203.8 million for the year ended December 31, 2014, as compared to $212.2 million for the year ended December 31, 2013. This decrease is primarily related to lower implied interest rates and reduced borrowing levels during 2014, as compared to 2013. Provision for income taxes, net decreased $10.3 million to $22.4 million for the year ended December 31, 2014, as compared to $32.7 million for the corresponding period in 2013. This change is primarily due to (i) a decrease in foreign tax expense of $9.5 million primarily relating to the sale of certain unconsolidated properties during 2013 within the Company’s Latin American portfolio which were subject to foreign taxes at a consolidated reporting entity level offset by an increase in other foreign uncertain tax positions of $5.5 million, (ii) a decrease in tax provision of $9.1 million relating to a change in control gain recognized during the year ended December 31, 2013, (iii) a decrease in tax provision of $3.4 million related to gains on land sales during 2013, and (iv) a decrease in tax provision of $2.4 million related to gains on sale of certain marketable securities during 2013, partially offset by (v) a partial release of the deferred tax valuation allowance of $8.7 million during the year ended December 31, 2013 related to the Company’s FNC Realty Corp. (“FNC”) portfolio based on the Company’s estimated future earnings of FNC and (vi) a decrease in tax benefit of $4.3 million relating to equity losses recognized in connection with the Company’s Albertson’s investment. Equity in income of joint ventures, net decreased $49.1 million to $159.6 million for the year ended December 31, 2014, as compared to $208.7 million for the corresponding period in 2013. This decrease is primarily the result of (i) the release of a cumulative foreign currency translation loss of $47.3 million relating to the substantial liquidation of the Company’s investment in Mexico, (ii) a decrease in gains of $21.7 million resulting from the sale of properties within various joint venture investments and interests in joint ventures primarily located in Latin America during 2013, (iii) a decrease in equity in income of $1.4 million due to the sale of the InTown portfolio in 2013 and (iv) a decrease of equity in income of $7.5 million related to the sale of various joint ventures within the Company’s Latin American portfolio during 2014, partially offset by (v) an increase in equity in income of $15.6 million primarily resulting from a cash distribution received in excess of the Company’s carrying basis during 2014, and (vi) a decrease in impairment charges of $8.2 million relating to various joint venture properties primarily located in Mexico taken during the year ended 2013, as compared to 2014. During 2014, the Company acquired 34 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 $107.2 million related to the fair value adjustment associated with its original ownership of these properties. 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. Equity in income from other real estate investments, net increased $6.9 million to $38.0 million for the year ended December 31, 2014, as compared to $31.1 million for the corresponding period in 2013. This increase is primarily due to an increase of $10.7 million in equity in income, resulting from lower net losses in the Albertson’s joint venture during the year ended December 31, 2014, as compared to the corresponding period in 2013, partially offset by a decrease of $5.8 million in earnings from the Company’s Preferred Equity Program primarily resulting from the sale of the Company’s interests in certain preferred equity investments during 2014 and 2013. During 2014, the Company disposed of 90 operating properties, in separate transactions, for an aggregate sales price of $833.5 million, including 27 operating properties in Latin America. These transactions, which are included in Discontinued Operations on the Company’s Consolidated Statements of Income, resulted in (i) an aggregate gain of $203.3 million, before income taxes of $12.0 million (ii) the release of a cumulative foreign currency translation loss of $92.9 million relating to the substantial liquidation of the Company’s investment in Mexico and (iii) aggregate impairment charges of $85.1 million before income tax benefits of $1.7 million. 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 tax. 25 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 a 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. Net income attributable to the Company increased $187.7 million to $424.0 million for the year ended December 31, 2014, as compared to $236.3 million for the corresponding period in 2013. On a diluted per share basis, net income attributable to the Company was $0.89 for 2014, as compared to net income of $0.43 for 2013. These changes are primarily attributable to (i) incremental earnings due to the acquisition of operating properties during 2014 and 2013 and increased profitability from the Company’s operating properties, (ii) an increase in gains on sale of operating properties, (iii) an increase in gain on change in control of interests, (iv) a decrease in tax provision relating to decreased gains on sales from joint venture properties during 2014, and (v) an increase in equity in income of other real estate investments, net, partially offset by, (vi), a decrease in equity in income of joint ventures, net, including the release of a cumulative foreign currency translation loss relating to the substantial liquidation of the Company’s Mexican Portfolio (vii) a decrease in interest, dividends and other investment income, (viii) a decrease in other income/(expense), net and (ix) an increase in impairment charges, including the release of a cumulative foreign currency translation loss relating to the substantial liquidation of the Company’s Mexican Portfolio, during the year ended December 31, 2014, as compared to the corresponding period in 2013. 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) $ 755.9 $ 825.2 13.3 108.7 99.4 221.4 224.7 $ $ $ 12.7 101.8 92.4 206.9 214.8 $ $ $ Increase % change 69.3 0.6 6.9 7.0 14.5 9.9 9.2% 4.7% 6.8% 7.6% 7.0% 4.6% (1) (2) 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 $22.7 million, as compared to the corresponding period in 2012, and (iii) an increase in revenues relating to the Company’s Latin America portfolio of $0.1 million for the year ended December 31, 2013, as compared to the corresponding period in 2012. 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, 2013, as compared to the corresponding period in 2012, primarily due to acquisitions of properties during 2013 and 2012 resulting in (i) an increase in real estate taxes of $6.9 million, (ii) an increase in repairs and maintenance costs of $5.0 million, (iii) an increase in snow removal costs of $2.1 million, (iv) an increase in property services of $1.6 million and (v) an increase in utilities expense of $1.3 million, partially offset by (vi) a decrease in insurance expense of $3.0 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. 26 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 $127.5 million for the year ended December 31, 2013, as compared to $123.5 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 $158.0 million, before noncontrolling interests and income tax, 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. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K. 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. 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. 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 $14.8 million to $16.8 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)/income, net changed $8.1 million to $1.2 million of income for the year ended December 31, 2013, as compared to $6.9 million of an expense 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 $11.5 million to $212.2 million for the year ended December 31, 2013, as compared to $223.7 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 $17.1 million to $32.7 million for the year ended December 31, 2013, as compared to $15.6 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 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 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) a decrease in tax provision of $9.4 million relating to a decrease in equity in income recognized in connection with the Albertson’s investment. 27 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, 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. On February 24, 2015, the outstanding debt balance of $139.7 million was fully repaid and as such, the Company was relieved of its related commitments and guarantee. 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 a 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. 28 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 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. 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): Year Ended December 31, 2013 2014 2012 Net cash flow provided by operating activities . . . . . . . . . . . . . . . Net cash flow provided by/(used for) investing activities . . . . . . . Net cash flow used for financing activities . . . . . . . . . . . . . . . . . . . $ $ $ 629.3 126.7 (717.5) $ $ $ 570.0 72.2 (635.4) $ $ $ 479.1 (51.0) (399.1) 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, 2014, was primarily attributable to (i) cash flow from the diverse portfolio of rental properties, (ii) the acquisition of operating properties during 2014 and 2013, (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, 2014, was $629.3 million, as compared to $570.0 million for the comparable period in 2013. The change of $59.3 million is primarily attributable to (i) higher operational income from operating properties including properties acquired during 2014 and 2013 and (ii) changes in other operating assets and liabilities due to timing of payments, partially offset by (iii) changes in accounts payable and accrued expenses due to timing of payments and (iv) decreased operational distributions from joint ventures and other real estate investments. Investing Activities Cash flows provided by investing activities for the year ended December 31, 2014, was $126.7 million, as compared to cash flows provided by investing activities of $72.2 million for the comparable period in 2013. This increase of $54.5 million resulted primarily from (i) an increase in proceeds from the sale of operating properties of $226.9 million, (ii) a decrease in investments and advances to real estate joint ventures of $202.7 million, (iii) a decrease in investment in marketable securities of $22.1 million, (iv) a decrease in investment in other investments of $21.4 million and (v) a decrease in investment in other real estate investments of $19.2 million, partially offset by, (vi) a decrease in reimbursements of investments and advances to real estate joint ventures of $217.6 million, (vii) an increase in acquisitions of real estate under development of $65.7 million, (viii) an increase in investment/collection, net in mortgage loans receivable of $59.4 million, (ix) an increase in acquisition of operating real estate of $30.5 million, (x) a decrease in proceeds from sale/repayments of marketable securities of $22.6 million, (xi) an increase in improvements to operating real estate of $24.5 million, (xii) a decrease in reimbursements of investments and advances to other real estate investments of $13.8 million, and (xiii) a decrease in reimbursements of other investments of $9.2 million. 29 Acquisitions of Operating Real Estate During the years ended December 31, 2014 and 2013, the Company expended $384.8 million, 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 U.S. retail properties and disposing of lesser quality assets. The Company anticipates acquiring approximately $1.1 billion to $1.3 billion of operating properties during 2015. The Company intends to fund these acquisitions with proceeds from property dispositions, cash flow from operating activities, assumption of mortgage debt, if applicable, increased borrowings through the Company’s term loan and availability under the Company’s revolving line of credit. Improvements to Operating Real Estate During the years ended December 31, 2014 and 2013, the Company expended $131.8 million and $107.3 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2014 2013 $ $ 86,639 40,060 5,096 131,795 $ $ 39,531 57,473 10,273 107,277 Additionally, during the years ended December 31, 2014 and 2013, the Company capitalized interest of $2.4 million and $1.3 million, respectively, and capitalized payroll of $3.4 million and $1.6 million, respectively, in connection with the Company’s improvements to its operating real estate. During the years ended December 31, 2014 and 2013, the Company capitalized personnel costs of $15.5 million and $15.2 million, respectively, to deferred leasing costs and $0.6 million and $1.3 million, respectively, to software development costs. 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 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 2015 will be approximately $200 million to $250 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. Ground-Up Development The Company is engaged in certain ground-up development projects, which will be held as long-term investments by the Company. As of December 31, 2014, the Company had in progress a total of four ground-up development projects located in the U.S. The Company anticipates its capital commitment toward these development projects during 2015 will be approximately $50 million to $100 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, 2014, the Company expended $93.8 million for investments and advances to real estate joint ventures, primarily related to the repayment of mortgage debt and received $222.6 million from reimbursements of investments and advances to real estate joint ventures, including refinancing of debt and sales of properties (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). 30 Financing Activities Cash flow used for financing activities for the year ended December 31, 2014, was $717.5 million, as compared to $635.4 million for the comparable period in 2013. This change of $82.1 million resulted primarily from (i) a decrease in proceeds from unsecured term loan/notes of $121.6 million, (ii) an increase in principal payments of $70.7 million, (iii) an increase in repayments/borrowings, net under the Company’s unsecured revolving credit facility of $36.6 million, (iv) an increase in dividends paid of $27.5 million, (v) a decrease in proceeds from mortgage loan financing of $20.3 million and (vi) a decrease in proceeds from issuance of stock of $6.3 million, partially offset by, (vii) a decrease in repayments under unsecured term loan/notes of $175.9 million and (viii) a decrease in redemption of noncontrolling interests of $28.8 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 been stable. The unsecured debt markets are functioning well and credit spreads are at manageable levels. The Company continues to assess 2015 and beyond to ensure the Company is prepared if credit market conditions weaken. Debt maturities for 2015 consist of: $483.1 million of consolidated debt; $525.7 million of unconsolidated joint venture debt; and $58.7 million of preferred equity debt, assuming the utilization of extension options where available. The 2015 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, 2014, had $1.65 billion available). The 2015 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 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 $9.8 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. During March 2014, the Company established a new $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2018 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2019. This Credit Facility replaced the Company’s then existing $1.75 billion unsecured revolving credit facility which was scheduled to mature in October 2015. The Credit Facility, which can be increased to $2.25 billion through an accordion feature, accrues interest at a rate of LIBOR plus 92.5 basis points on drawn funds. In addition, the Credit Facility includes a $500 million sub-limit which provides the Company the opportunity to borrow in alternative currencies including 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, 2014, the Credit Facility had a balance of $100.0 million outstanding and $1.0 million appropriated for letters of credit. 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 Must Be <60% <35% As of 12/31/14 35% 10% Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed Charge Total Adjusted EBITDA to Total Debt Service. . . . . . . . . . . . . . . >1.75x >1.50x 4.26x 3.34x 31 For a full description of the Credit Facility’s covenants refer to the Credit Agreement dated as of March 17, 2014, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 20, 2014. The Company had a 1.0 billion Mexican peso (“MXN”) term loan which was scheduled to mature in March 2018 and bore interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35%. During September 2014, the Company repaid the MXN 1.0 billion (USD $76.3 million) term loan. As of December 31, 2014, the Company had a $400.0 million unsecured term loan with a consortium of banks, which accrued interest at LIBOR plus 105 basis points (1.21% as of December 31, 2014). This term loan was 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. During January 2014, the Company exercised its option to extend the maturity date to April 17, 2015. During January 2015, the Company entered into a new $650.0 million unsecured term loan credit facility which is scheduled to mature in January 2017, with three one-year extension options at the Company’s discretion to January 2020, and accrues interest at a spread (currently 0.95%) to LIBOR or at the Company’s option at a base rate as defined per the agreement. The proceeds from the new $650 million term loan were used to repay the $400.0 million term loan and general corporate purposes. Pursuant to the terms of the term loan 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. The term loan covenants are similar to the Credit Facility covenants described above. 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 12/31/14 39% 12% Service Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >1.50x Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . >1.50x 5.7x 2.7x For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; the Seventh Supplemental Indenture dated as of April 24, 2014; the Indenture dated April 21, 2005; the First Supplemental Indenture dated June 2, 2006; the Second Supplemental Indenture dated August 16, 2006; the Third Supplemental Indenture dated April 13, 2010; the Fourth Supplemental Indenture dated July 22, 2013; the First Supplemental Indenture dated October 31, 2006; and the Fifth Supplemental Indenture dated as of October 31, 2006, as filed with the SEC. See the Exhibits Index for specific filing information. During April 2014, the Company issued $500.0 million of 7-year Senior Unsecured Notes at an interest rate of 3.20% payable semi-annually in arrears which are scheduled to mature in May 2021. The Company used the net proceeds from the offering of $495.4 million, after deducting the underwriting discount and offering expenses, for general corporate purposes including reducing borrowings under the Credit Facility and repayment of maturing debt. In connection with this issuance, the Company entered into a seventh supplemental indenture which, among other things, revised, for all securities created on or after the date of the seventh supplemental indenture, the definition of Unencumbered Total Asset Value, used to determine compliance with certain covenants within the indenture. During 2014, the Company repaid (i) its $100.0 million 5.95% senior unsecured notes, which matured in June 2014, and (ii) its remaining $194.6 million 4.82% senior unsecured notes, which also matured in June 2014. 32 Additionally, during 2014, the Company (i) assumed $742.0 million of individual non-recourse mortgage debt relating to the acquisition of 53 operating properties, including an increase of $39.4 million associated with fair value debt adjustments (ii) paid off $328.0 million of mortgage debt that encumbered 21 properties and (iii) obtained $15.7 million of individual non-recourse debt relating to one operating property. 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, 2014, the Company had over 370 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 $427.9 million in 2014, $400.4 million in 2013 and $382.7 million in 2012. 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. On October 28, 2014, the Board of Directors declared a quarterly cash dividend per common share of $0.24 payable to shareholders of record on January 2, 2015, which was paid on January 15, 2015. Additionally, on February 4, 2015, the Company’s Board of Directors declared a quarterly cash dividend of $0.24 per common share payable to shareholders of record on April 6, 2015, which is scheduled to be paid on April 15, 2015. The Company is subject to taxes on its activities in Canada, Mexico, and Chile. 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 and Mexico generally are not subject to withholding tax. The Company does not anticipate the need to repatriate foreign funds from Chile 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 on the distribution of any proceeds from sale transactions. The Company is subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and not in the Company’s taxable REIT subsidiary. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries. Contractual Obligations and Other Commitments The Company has debt obligations relating to its revolving credit facility, term loan, MTNs, senior notes and mortgages with maturities ranging from less than one year to 20 years. As of December 31, 2014, the Company’s total debt had a weighted average term to maturity of 3.7 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio. As of December 31, 2014, the Company has 49 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 $40.1 million) and obligations under non-cancelable operating leases as of December 31, 2014 (in millions): Contractual Obligations: Long-Term Debt-Principal (1) (3) . . . Long-Term Debt-Interest (2) . . . . . . Operating Leases: Ground Leases . . . . . . . . . . . . . . . Retail Store Leases. . . . . . . . . . . . $ $ $ $ Payments due by period 2015 2016 2017 2018 2019 Thereafter 907.2 $ 196.9 $ 663.4 $ 158.6 $ 748.5 $ 120.4 $ 602.2 $ 83.1 $ 310.0 $ 74.0 $ 1,348.9 $ 123.2 $ Total 4,580.2 756.2 13.2 $ 2.1 $ 12.5 $ 2.1 $ 11.6 $ 1.6 $ 10.3 $ 1.1 $ 10.4 $ 0.4 $ 164.8 $ 0.4 $ 222.8 7.7 (1) Maturities utilized do not reflect extension options, which range from one to five years. 33 (2) For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2014. (3) During January 2015, the Company repaid its $400.0 million term loan which was scheduled to mature in 2015 with a new $650.0 million unsecured term loan that is scheduled to mature in 2017, with three one-year extension options, and bears interest at a rate equal to LIBOR plus 0.95%. 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, 2014. 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 $250.0 million of medium term notes, $100.0 million of unsecured notes and $134.7 million of secured debt scheduled to mature in 2015. 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, 2014, these letters of credit aggregate $24.9 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, 2014 (amounts in millions): Name of Joint Venture InTown Suites Management, Inc. . . . Amount of Guarantee 139.7 $ Victoriaville . . . . . . . . . . . . . . . . . . . . . Anthem K-12, LP . . . . . . . . . . . . . . . . . $ $ Interest rate LIBOR plus 1.15% 3.92% Maturity, with extensions 2015 2020 2.1 42.2 Various (2) Various (2) Terms (1) Jointly and severally with partner Jointly and severally with partner Type of debt Unsecured credit facility Promissory note Promissory note (1) During June 2013, the Company sold its unconsolidated investment in the InTown portfolio. The Company continues to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31, 2014). The guarantee is collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has 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. On February 24, 2015, the outstanding debt balance of $139.7 million was fully repaid and as such, the Company was relieved of its related commitments and guarantee. (2) As of December 31, 2014, the interest rates range from 3.62% to 4.97% and maturity dates with extensions range from 2015 to 2022. 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, 2014, the Company had $22.0 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 34 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: Venture KimPru (a) . . . . . . . . . . RioCan Venture (b) . . . KIR (c) . . . . . . . . . . . . . . BIG Shopping Centers (d) . . . . . . . Kimstone (e)(g) . . . . . . CPP (f) . . . . . . . . . . . . . Kimco Ownership Interest 15.0% 50.0% 48.6% 50.1% 33.3% 55.0% Non- Recourse Mortgage Payable (in millions) 920.4 642.6 866.4 Total GLA (in thousands) 10,573 $ 9,307 $ 11,519 $ Number of Properties 60 45 54 6 39 7 1,029 $ 5,595 $ 2,425 $ 144.6 704.4 112.1 Number of Encumbered Properties Average Interest Rate 39 28 46 6 38 2 5.53% 4.29% 5.04% 5.52% 4.45% 5.05% Weighted Average Term (months) 23.0 39.9 61.9 22.0 28.7 10.1 (a) Represents the Company’s joint ventures with Prudential Real Estate Investors. (b) Represents the Company’s joint ventures with RioCan Real Estate Investment Trust. Represents the Company’s joint ventures with certain institutional investors. (c) (d) Represents the Company’s remaining joint venture with BIG Shopping Centers (TLV:BIG), an Israeli public company (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). Represents the Company’s joint ventures with Blackstone. Represents the Company’s joint ventures with The Canadian Pension Plan Investment Board (CPPIB). (e) (f) (g) On February 2, 2015, the Company purchased the remaining 66.7% interest in the 39-property Kimstone portfolio for a gross purchase price of $1.4 billion, including the assumption of $638.0 million in mortgage debt (see Footnote 26 of the Notes to Consolidated Financial Statements included in this Form 10-K). The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2014, these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating $1.2 billion. The aggregate debt as of December 31, 2014, of all of the Company’s unconsolidated real estate joint ventures is $4.6 billion, of which the Company’s proportionate share of this debt is $1.8 billion. As of December 31, 2014, these loans had scheduled maturities ranging from one month to 19 years and bear interest at rates ranging from 1.92% to 8.39%. Approximately $525.7 million of the aggregate outstanding loan balance matures in 2015, of which the Company’s proportionate share is $206.0 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). 35 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, 2014, the Company’s net investment under the Preferred Equity Program was $229.1 million relating to 443 properties, including 385 net leased properties. As of December 31, 2014, these preferred equity investment properties had individual non-recourse mortgage loans aggregating $717.0 million. These loans had scheduled maturities ranging from three months to 19 years and bear interest at rates ranging from 3.4% to 10.47%. 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. At December 31, 2014, 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 $11.2 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. 36 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, 2014 and 2013 is as follows (in thousands, except per share data): Net income available to common shareholders . . . . Gain on disposition of operating properties, Three Months Ended December 31, 2014 2013 $ 38,207 $ 47,035 $ Year Ended December 31, 2014 365,707 2013 177,987 $ net of tax and noncontrolling interests . . . . . . . . . (71,152) (16,503) (189,572) (45,330) Gain on disposition of joint venture operating properties and change in control of interests . . . (56,262) (5,530) (193,791) (113,937) Depreciation and amortization - real estate related . . . . . . . . . . . . . . . . . . . . . . . . . . 70,878 64,511 263,885 250,253 Depreciation and amortization - real estate joint ventures, net of noncontrolling interests . . . . . . . . . . . . . . . . Impairments of operating properties, net of tax and noncontrolling interests . . . . . . . . . FFO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transactional (income)/charges: Profit participation from other real 21,113 24,448 92,343 117,743 153,937 (2) 156,721 20,707 134,668 257,660 596,232 165,825 552,541 estate investments . . . . . . . . . . . . . . . . . . . . . . . (13,627) (474) (16,426) (13,650) Transactional losses from other real estate investments . . . . . . . . . . . . . . . . . . . . . . . Loss/(gains) from land sales, net of tax . . . . . . . . . Acquisition costs, net of tax . . . . . . . . . . . . . . . . . . Deferred tax asset valuation allowance release. . . Severance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributions in excess of Company’s investment basis . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of marketable securities . . . . . . . . . . Impairments on other investments, net of tax and noncontrolling interest . . . . . . . . . . . . . . . . Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . Total transactional charges/(income), net . . . . . FFO as adjusted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average shares outstanding for FFO calculations: - 436 2,172 - - (2,168) - 3,091 (1,775) 2,296 - 2,225 (167) (5,339) 3,497 (2,550) 7,033 - 2,869 3,091 (3,448) 5,623 (9,126) 2,225 (17,691) - (2,213) (10,668) 1,621 (513) (12,079) $ 144,642 455 (180) 132 $ 134,800 6,494 (2,567) (19,341) $ 576,891 20,754 (1,419) (8,831) $ 543,710 Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dilutive effect of equity awards . . . . . . . . . . . . . . . Diluted (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 409,740 1,531 3,171 414,442 (1) 408,139 1,522 2,414 412,075 (1) 409,088 1,536 3,139 413,763 (1) 407,631 1,523 2,541 411,695 (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) . . $ $ $ $ 0.38 $ 0.38 (1) $ $ 0.35 0.35 (1) $ 0.33 $ 0.33 (1) $ $ 0.33 0.33 (1) $ 1.46 $ 1.45 (1) $ $ 1.41 1.40 (1) $ 1.36 1.35 (1) 1.33 1.33 (1) (1) (2) Reflects the potential impact if certain units were converted to common stock at the beginning of the period. FFO would be increased by $795 and $641 for the three months ended December 31, 2014 and 2013, and $3,033 and $2,516 for the years ended December 31, 2014 and 2013, respectively. Includes cumulative foreign currency translation loss of $134.3 million due to the substantial liquidation of the Company’s Mexican Portfolio. 37 Combined Same Property Net Operating Income Combined Same Property Net Operating Income (“Combined 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. Combined 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. As such, Combined 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. Combined 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 Combined Same Property NOI from unconsolidated real estate joint ventures, calculated on the same basis. Our method of calculating Combined 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 Combined Same Property NOI and U.S. Same Property Net Operating Income “U.S. Same Property NOI” (in thousands): 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 . . . . . . . . Combined Same Property NOI . . . . . . . . . . . . . . . . . . . . . . . . . . Impact from foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . Combined Same Property NOI, before foreign currency impact. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canadian Same Property NOI, before foreign currency impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Same Property NOI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Three Months Ended December 31, 2014 2013 74,474 $ 56,705 $ Year Ended December 31, 2014 384,506 $ 2013 288,454 (8,764) 27,675 11,420 72,767 53,153 7,727 (23,462) (21,638) (22,557) 61,988 232,783 - (9,565) 31,543 609 59,571 39,569 6,333 - (1,225) (12,021) 54,227 225,746 (1,907) (35,009) 122,201 39,808 258,074 208,208 22,438 (107,235) (38,042) (83,755) 148,918 920,112 - (36,317) 127,470 32,247 224,713 189,894 32,654 (21,711) (31,136) (80,373) 171,503 897,398 (6,672) 232,783 223,839 920,112 890,726 (23,316) 209,467 $ (23,060) 200,779 $ (94,940) 825,172 $ (92,286) 798,440 Combined Same Property NOI, before foreign currency impact increased by $8.9 million or 4.0% for the three months ended December 31, 2014, as compared to the corresponding period in 2013. Combined Same Property NOI increased by $7.0 million or 3.1% for the three months ended December 31, 2014, as compared to the corresponding period in 2013. This increase is primarily the result of (i) an increase of $6.6 million related to lease-up and rent commencements in the portfolio and (ii) an increase of $2.3 million in other property income, partially offset by (iii) the impact from changes in foreign currency exchange rates of $1.9 million. 38 Combined Same Property NOI, before foreign currency impact increased by $29.4 million or 3.3% for the year ended December 31, 2014, as compared to the corresponding period in 2013. Combined Same Property NOI increased by $22.7 million or 2.5% for the year ended December 31, 2014, as compared to the corresponding period in 2013. This increase is primarily the result of (i) an increase of $25.8 million related to lease-up and rent commencements in the portfolio and (ii) an increase of $3.6 million in other property income, partially offset by (iii) the impact from changes in foreign currency exchange rates of $6.7 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 Notes to 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 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, 2014, 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), and Chilean Pesos (CLP) as indicated by geographic description ($USD equivalent in millions). 2015 2016 2017 2018 2019 Thereafter Total Fair Value U.S. Dollar Denominated Secured Debt Fixed Rate . . . . . . . . . . . . . . . . . . . $ Average Interest Rate . . . . . . . . . 134.7 $ 357.7 $ 469.3 $ 5.17% 6.24% 5.86% Variable Rate. . . . . . . . . . . . . . . . . $ Average Interest Rate . . . . . . . . . $ 6.0 0.08% $ - - $ 1.9 4.00% $ $ 35.8 4.80% 36.0 2.51% $ $ - - - - 350.0 $ 1,347.5 $ 1,399.9 5.19% 5.69% $ - - $ 43.9 2.24% 43.6 Unsecured Debt Fixed Rate . . . . . . . . . . . . . . . . . . . $ Average Interest Rate . . . . . . . . . 350.0 $ 300.0 $ 290.9 $ 300.0 $ 300.0 $ 850.0 $ 2,390.9 $ 2,517.3 5.29% 5.78% 5.70% 4.30% 6.88% 3.17% 4.72% Variable Rate. . . . . . . . . . . . . . . . . $ Average Interest Rate . . . . . . . . . 400.0 $ 1.21% CAD Denominated Unsecured Debt Fixed Rate . . . . . . . . . . . . . . . . . . . $ Average Interest Rate . . . . . . . . . CLP Denominated Secured Debt Variable Rate. . . . . . . . . . . . . . . . . $ Average Interest Rate . . . . . . . . . $ $ - - - - $ $ $ - - - - - - $ 100.0 $ 1.09% $ 129.1 $ 5.99% $ $ - - - - - - - - 39 - - - - - - $ - - $ 500.0 $ 491.7 1.19% $ 172.2 $ 301.3 $ 325.4 3.86% 4.77% $ $ 36.7 5.68% $ 36.7 5.68% 41.5 Based on the Company’s variable-rate debt balances, interest expense would have increased by $5.8 million in 2014 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, 2014. Investment amounts are shown in their respective local currencies and the U.S. dollar equivalents and CTA balances are shown in US dollars: Foreign Investment (in millions) Country Mexican real estate investments (MXN) . . . . . . . . . . . . . . . . Canadian real estate investments (CAD). . . . . . . . . . . . . . . . Chilean real estate investments (CLP) . . . . . . . . . . . . . . . . . . Local Currency 708.2 442.3 32,408 $ $ $ US Dollars 48.0 380.7 53.4 CTA Gain/(Loss) $ - 15.2 $ (14.9) $ 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. Currency fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment result in a 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 gain balance at December 31, 2014, is $0.3 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. During the year ended December 31, 2014, the Company continued selling properties in its Latin American portfolio and as a result substantially liquidated its investments in Mexico and Peru. Due to the substantial liquidation of its investments in Mexico and Peru, the Company recognized a loss from foreign currency translation in the aggregate amount of $134.4 million, after noncontrolling interest of $5.8 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, 2014, to which this report relates, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 40 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 (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2014. The effectiveness of our internal control over financial reporting as of December 31, 2014, 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. 41 PART III Item 10. Directors, Executive Officers and Corporate Governance 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 “Other Matters—Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement. We have adopted a Code of Business Conduct and Ethics that applies to all employees (the “Code of Ethics”). 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. 42 Item 15. Exhibits, Financial Statement Schedules PART IV Form 10-K Report Page (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. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . 51 Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Consolidated Statements of Changes in Equity for the years ended December 31, 2014, 2013 and 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2. Financial Statement Schedules - Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule II - Schedule III - Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule IV - Mortgage Loans on Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule. 57 58 112 113 128 3. Exhibits - The exhibits listed on the accompanying Index to Exhibits are filed as part of this report. . . . 44 43 INDEX TO EXHIBITS Exhibit Number 3.1(a)  3.1(b) 3.1(c)  3.1(d) 3.1(e) 3.1(f) 3.2 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8  4.9  Exhibit Description Articles of Restatement of Kimco Realty Corporation, dated January 14, 2011 Amendment to Articles of Restatement of Kimco Realty Corporation dated May 8, 2014 Articles Supplementary of Kimco Realty Corporation dated November 8, 2010 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 Amended and Restated By-laws of Kimco Realty Corporation, dated February 25, 2009 Agreement of Kimco Realty Corporation 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 August 4, 1994, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) Second Supplemental Indenture, dated April 7, 1995, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) Indenture dated April 21, 2005, between Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee Third Supplemental Indenture, dated June 2, 2006, between Kimco Realty Corporation, and The Bank of New York, as trustee First Supplemental Indenture, dated October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee Fifth Supplemental Indenture, dated October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee Incorporated by Reference Form File No. 1-10899 10-K Date of Filing 02/28/11 Exhibit Number 3.1(a) Filed Herewith Page Number 10-K 1-10899 02/27/15 3.1(b) 10-K 1-10899 02/28/11 3.1(b) 8-A12B 1-10899 03/13/12 3.2 8-A12B 1-10899 07/18/12 3.2 8-A12B 1-10899 12/03/12 3.2 10-K 1-10899 02/27/09 3.2 S-11 333-42588 09/11/91 4.1 S-3 333-67552 09/10/93 4(d) S-3 333-67552 09/10/93 4(a) 10-K 1-10899 03/28/96 4.6 8-K 1-10899 04/07/95 4(a) 8-K 1-10899 04/25/05 4.1 8-K 1-10899 06/05/06 4.1 8-K 1-10899 11/03/06 4.2 8-K 1-10899 11/03/06 4.1 44 Exhibit Number 4.10 4.11 4.12 4.13  4.14  4.15 4.16 4.17 10.1 10.2  10.3  10.4 10.5 10.6  10.7 Exhibit Description First Supplemental Indenture, dated 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 August 16, 2006, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee Fourth Supplemental Indenture, dated April 26, 2007, between Kimco Realty Corporation and The Bank of New York, as trustee Fifth Supplemental Indenture, dated September 24, 2009, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee Third Supplemental Indenture, dated April 13, 2010, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee Sixth Supplemental Indenture, dated May 23, 2013, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee 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 Seventh Supplemental Indenture, dated April 24, 2014, 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 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. 1 billion MXN Credit Agreement, dated 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 Incorporated by Reference Form File No. 1-10899 10-K Date of Filing 02/28/07 Exhibit Number 4.12 Filed Herewith Page Number 10-K 1-10899 02/28/07 4.13 8-K 1-10899 04/26/07 1.3 8-K 1-10899 09/24/09 4.1 10-Q 1-10899 05/07/10 99.2 8-K 1-10899 05/23/13 4.1 10-Q 1-10899 08/02/13 99.2 8-K 1-10899 04/24/14 4.1 10-K 10-K 1-10899 1-10899 03/28/95 02/27/09 10.3 10.9 10-K 10-Q 1-10899 1-10899 02/27/09 08/02/13 99.1 99.1 10-K/A 1-10899 08/17/10 10.18 8-K 1-10899 03/19/10 10.5 8-K 1-10899 03/19/10 10.7 45 Exhibit Number 10.8 10.9 10.10  10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 Exhibit Description Form of Performance Share Award Grant Notice and Performance Share Award Agreement Credit Agreement, dated April 17, 2009, among Kimco Realty Corporation and each of the parties named therein $1.75 Billion Credit Agreement, dated 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 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 March 20, 2012 $147.5 Million Credit Agreement, dated June 28, 2012, by and among InTown Hospitality Corp. as borrower, Kimco Realty Corporation as guarantor, and each of the parties named therein First Amendment to the Kimco Realty Corporation 2010 Equity Participation Plan First Amendment to Credit Agreement, dated 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 $1.75 Billion Amended and Restated Credit Agreement, dated March 17, 2014, among Kimco Realty Corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent First Amendment, dated March 17, 2014, to the Credit Agreement, dated April 17, 2012, among Kimco Realty Corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent Underwriting Agreement, dated April 14, 2014, by and among Kimco Realty Corporation and Citigroup Global Markets Inc., UBS Securities LLC and Wells Fargo Securities, LLC Incorporated by Reference Form File No. 1-10899 8-K Date of Filing 03/19/10 Exhibit Number 10.8 Filed Herewith Page Number 10-K/A 1-10899 08/17/10 10.19 8-K 1-10899 11/02/11 10.1 8-K 1-10899 01/19/12 10.1 8-K 1-10899 04/20/12 10.1 10-Q 1-10899 05/10/12 10.3 8-K 1-10899 07/03/12 10.1 S-8 333-184776 11/06/12 99.1 8-K 1-10899 06/07/13 10.1 8-K 1-10899 03/20/14 10.1 8-K 1-10899 03/20/14 10.2 8-K 1-10899 04/15/14 1.1 46 Exhibit Description Form File No. Incorporated by Reference Date of Filing — Exhibit Number — Filed Herewith X Page Number 129 Exhibit Number 12.1 31.2 12.2 21.1 23.1 31.1 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 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 32.1 Calculation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 130 131 132 133 134 X * * X X X X * * * * * * * Incorporated by reference to the corresponding Exhibit to the Company’s Annual Report on Form 10-K filed on February 27, 2015 47 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 27, 2015 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/ 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 27, 2015 Chief Executive Officer and Vice Chairman of the Board of Directors February 27, 2015 Director Director Director Director Director Director February 27, 2015 February 27, 2015 February 27, 2015 February 27, 2015 February 27, 2015 February 27, 2015 President - Chief Operating Officer February 27, 2015 Executive Vice President - Chief Financial Officer and Treasurer February 27, 2015 Vice President - Chief Accounting Officer February 27, 2015 48 ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 15 (a) (1) and (2) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES Form 10-K Page KIMCO REALTY CORPORATION AND SUBSIDIARIES Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Consolidated Financial Statements and Financial Statement Schedules: Consolidated Balance Sheets as of December 31, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012 . . . . . . . 51 52 Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Consolidated Statements of Changes in Equity for the years ended December 31, 2014, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 57 58 Financial Statement Schedules: II. Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . III. Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV. Mortgage Loans on Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112 113 128 49 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, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 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, 2014, based on criteria established in Internal Control - Integrated Framework (2013) 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 27, 2015 50 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) December 31, 2014 December 31, 2013 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments and Contingencies Stockholders’ equity: Preferred stock, $1.00 par value, authorized 5,959,100 shares 102,000 shares issued and outstanding (in series), Aggregate liquidation preference $975,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding 411,819,818 and 409,731,058 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ 2,365,800 7,520,095 9,885,895 (1,955,406) 7,930,489 132,331 8,062,820 1,037,218 266,157 74,013 187,322 90,235 172,386 182,630 212,947 10,285,728 3,192,167 1,428,131 129,509 111,143 431,533 5,292,483 91,480 $ $ $ 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 86,153 102 102 4,118 5,732,021 (1,006,578) 45,122 4,774,785 126,980 4,901,765 10,285,728 $ 4,097 5,689,258 (996,058) (64,982) 4,632,417 137,109 4,769,526 9,663,630 The accompanying notes are an integral part of these consolidated financial statements 51 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share information) Revenues Revenues from rental properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management and other fee income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 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)/income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on disposition of operating properties, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income/(loss) 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income available to the Company’s common shareholders . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ $ $ Year Ended December 31, 2013 2014 2012 958,888 35,009 993,897 14,250 124,670 119,697 122,201 4,882 39,808 258,074 683,582 310,315 3,129 966 (8,544) (203,759) 102,107 (22,438) 159,560 107,235 38,042 384,506 36,780 (176,315) 190,520 50,985 389 435,880 (11,879) 424,001 - (58,294) 365,707 0.77 0.77 0.89 0.89 409,088 411,038 316,839 48,868 365,707 $ $ $ $ $ $ $ $ 825,210 36,317 861,527 13,347 108,746 99,405 127,470 6,133 32,247 224,713 612,061 249,466 4,304 16,847 1,195 (212,240) 59,572 (32,654) 208,689 21,711 31,136 288,454 50,610 (143,057) 43,914 (48,533) 1,432 241,353 (5,072) 236,281 - (58,294) 177,987 0.53 0.53 0.43 0.43 407,631 408,614 218,590 (40,603) 177,987 $ $ $ $ $ $ $ $ 755,851 37,522 793,373 12,745 101,820 92,409 123,524 4,843 10,289 214,827 560,457 232,916 7,504 2,022 (6,949) (223,736) 11,757 (15,603) 112,896 15,555 53,397 178,002 53,153 (38,432) 83,253 97,974 4,299 280,275 (14,202) 266,073 (21,703) (71,697) 172,673 0.19 0.19 0.42 0.42 405,997 406,689 79,360 93,313 172,673 The accompanying notes are an integral part of these consolidated financial statements 52 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income: Change in unrealized gain on marketable securities . . . . . . . . . . . . . Change in unrealized (loss)/gain on interest rate swaps . . . . . . . . . . Change in foreign currency translation adjustment, net . . . . . . . . . . Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2013 2014 2012 $ 435,880 $ 241,353 $ 280,275 20,202 (1,404) 96,895 115,693 6,773 - (4,208) 2,565 3,013 450 43,515 46,978 Comprehensive income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 551,573 243,918 327,253 Comprehensive income attributable to noncontrolling interests. . . . . (17,468) (6,436) (19,702) Comprehensive income attributable to the Company . . . . . . . . . . . . . $ 534,105 $ 237,482 $ 307,551 The accompanying notes are an integral part of these consolidated financial statements. 53 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2014, 2013 and 2012 (in thousands) Cumulative Distributions in Excess of Net Income Accumulated Other Comprehensive Income Preferred Stock Issued Amount Common Stock Issued Amount Paid-in Capital Total Stockholders’ Equity Noncontrolling Interests Total Equity Balance, January 1, 2012 . . . . . . . $ (702,999) $ (107,660) 954 $ 954 406,938 $ 4,069 $5,492,022 $ 4,686,386 $ 193,757 $ 4,880,143 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 Class I Depositary Share, $0.5958 per Class J Depositary Share, and $0.0938 per Class K Depositary Share, respectively) . . . . 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, - 266,073 - - - - (387,082) - - - - - - - - - - - 3,013 450 38,015 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (884) (884) - - - - - - - - - - - - - - - - - - - - - - - - - 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) 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) December 31, 2012 . . . (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. 54 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2014, 2013 and 2012 (in thousands) (continued) Cumulative Distributions in Excess of Net Income Accumulated Other Comprehensive Income Preferred Stock Issued Amount Common Stock Issued Amount Paid-in Capital Total Stockholders’ Equity Noncontrolling Interests Total Equity 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) . . . 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, - 236,281 - - - (408,331) - - - - - - - - 6,773 (5,573) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 560 (247) 1,636 - - - - - - - - - 5 (2) 16 - - - - - - - - - - 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) 9,208 9,213 (3,889) (3,891) 30,193 30,209 - - - 9,213 (3,891) 30,209 (8,894) (8,894) (20,096) (28,990) 11,470 11,470 - 11,470 December 31, 2013 . . . (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. 55 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2014, 2013 and 2012 (in thousands) (continued) Cumulative Distributions in Excess of Net Income Accumulated Other Comprehensive Income Preferred Stock Issued Amount Common Stock Issued Amount Paid-in Capital Total Stockholders’ Equity Noncontrolling Interests Total Equity 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 loss on interest rate swaps. . . . . . . . . . . Change in foreign currency translation adjustment . . . . . . . . . . Redeemable noncontrolling interests . . . . . . . . . . . . Dividends ($0.915 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) . . . 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, - 424,001 - - - - (434,521) - - - - - - - - 20,202 (1,404) 91,306 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 805 (190) 1,474 - - - - - - - - - - 8 (2) 15 - - - - - - - - - - - 6,259 6,259 424,001 11,879 435,880 20,202 (1,404) - - 20,202 (1,404) 91,306 5,589 96,895 - (6,335) (6,335) (434,521) - (434,521) - (26,755) (26,755) 14,039 14,047 (4,049) (4,051) 23,859 23,874 - - - 14,047 (4,051) 23,874 (294) 9,208 (294) 9,208 (766) (1,060) - 9,208 December 31, 2014 . . . $ (1,006,578) $ 45,122 102 $ 102 411,820 $ 4,118 $5,732,021 $ 4,774,785 $ 126,980 $ 4,901,765 The accompanying notes are an integral part of these consolidated financial statements. 56 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Cash flow from operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity award expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of real estate under development . . . . . . . . . . . . . . . . . . . . . . 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 2014 Year Ended December 31, 2013 2012 435,880 $ 241,353 $ 280,275 273,093 217,858 17,879 (203,889) (159,560) (107,235) (38,042) 255,532 (8,060) (1,095) (53,018) 629,343 (384,828) (131,795) (65,724) (418) (11,445) 3,780 (93,845) 222,590 (4,338) 16,312 (50,000) 8,302 - - 612,748 5,366 126,705 (327,963) (22,841) - 15,700 (94,354) 500,000 (370,842) (11,911) (1,284) (427,873) 23,874 - - (717,494) 38,554 148,768 187,322 257,855 190,218 18,897 (51,529) (208,689) (21,711) (31,136) 258,050 7,213 10,166 (100,652) 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) 6,893 141,875 148,768 216,258 33,838 $ $ $ 262,742 59,569 17,907 (94,369) (112,896) (15,555) (53,397) 194,110 2,940 (11,281) (50,991) 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) 28,993 112,882 141,875 226,775 2,122 $ $ $ $2,383, $1,263, $1,538, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 207,632 Income taxes paid during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23,292 The accompanying notes are an integral part of these consolidated financial statements 57 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 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, 2014, the Company’s single largest neighborhood and community shopping center accounted for only 1.8% of the Company’s annualized base rental revenues and only 1.4% 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, 2014, the Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, Kohl’s and Bed Bath & Beyond which represented 3.3%, 2.4%, 1.8%, 1.8% and 1.8%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest. The principal business of the Company and its consolidated subsidiaries is the ownership, 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, 58 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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. Subsequent Events The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated financial statements (see Footnote 7, 8, 12, 19 and 26 of the Notes to 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, if material, 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 (including certain identified intangible assets) 15 to 50 years Terms of leases or useful lives, whichever is shorter Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve 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. 59 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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, changes in anticipated holding period 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 hold period 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. Real Estate Under Development Real estate under development represents the ground-up development of neighborhood and community shopping center projects which the Company plans to 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, distributions and our share of earnings and losses. 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. 60 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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. 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 and charged against 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 61 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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. 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. 62 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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, 2014 and 2013, the Company had unamortized software development costs of $24.0 million and $28.2 million, respectively, which is included in Other assets on the Company’s Consolidated Balance Sheets. The Company expensed $9.2 million, $7.6 million and $5.5 million in amortization of software development costs during the years ended December 31, 2014, 2013 and 2012, 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. 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. Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $10.4 million and $10.8 million of billed accounts receivable at December 31, 2014 and 2013, respectively. Additionally, Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $22.9 million and $23.4 million of straight-line rent receivable at December 31, 2014 and 2013, respectively. 63 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 risks 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. 64 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 2014, 2013 and 2012, 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. 65 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): 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 For the year ended December 31, 2012 2013 2014 384,506 $ 389 (11,879) 2,117 - (58,294) 288,454 $ 1,432 (5,072) (7,930) - (58,294) 316,839 (1,749) 218,590 (1,360) 178,002 4,299 (14,202) 4,661 (21,703) (71,697) 79,360 (1,221) common shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 315,090 217,230 78,139 Income/(loss) from discontinued operations attributable to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,868 (40,603) 93,313 Net income attributable to the Company’s common shareholders for basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Weighted average common shares outstanding . . . . . . . . . . . . . . . . . . 363,958 409,088 $ 176,627 407,631 $ 171,452 405,997 Basic Earnings Per Share Attributable to the Company’s Common Shareholders: Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Income(loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.77 $ 0.12 0.89 $ 0.53 $ (0.10) 0.43 $ 0.19 0.23 0.42 Computation of Diluted Earnings Per Share: Income from continuing operations attributable to common Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 315,090 $ 217,230 $ 78,139 Income/(loss) from discontinued operations attributable to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,868 (40,603) 93,313 Net income attributable to the Company’s common shareholders for diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Weighted average common shares outstanding – basic . . . . . . . . . . . Effect of dilutive securities(a): Equity awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares for diluted earnings per common share . . . . . . . . . . . . . . . . . . . Diluted Earnings Per Share Attributable to the Company’s Common Shareholders: 363,958 409,088 $ 176,627 407,631 $ 171,452 405,997 1,950 411,038 983 408,614 692 406,689 Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Income/(loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.77 $ 0.12 0.89 $ 0.53 $ (0.10) 0.43 $ 0.19 0.23 0.42 (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 7,137,120, 10,950,388 and 11,159,160, stock options that were not dilutive as of December 31, 2014, 2013 and 2012, respectively. 66 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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. 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 August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter, early adoption is permitted. The Company does not expect the adoption of ASU 2014-15 will have a material effect on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption is not permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2014-09 will have on the Company’s financial position or results of operations. In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The amendments in ASU 2014-08 change the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The amendments in ASU 2014-08 are effective for fiscal years beginning after December 15, 2014. Early adoption is permitted. 67 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company will adopt ASU 2014-08 beginning in its fiscal year 2015 and appropriately apply the guidance to prospective disposals of its shopping center properties. The Company believes that a significant portion of its shopping center disposals in the ordinary course of business will not qualify for discontinued operations presentation under this new standard. In February 2013, the FASB issued new guidance regarding liabilities, 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 did not have a material impact on the Company’s financial position or results of operations. 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, 2014 2,291,338 74,462 $ 2013 1,989,830 82,269 4,909,152 1,349,028 658,868 61,122 541,925 9,885,895 (1,955,406) 7,930,489 $ 4,572,740 1,168,959 725,570 61,015 425,143 9,025,526 (1,878,681) 7,146,845 (1) At December 31, 2014 and 2013, Other rental property (net of accumulated amortization of $290,748 and $252,810, respectively), consisted of intangible assets including (i) $399,293 and $290,838, respectively, of in-place leases, (ii) $20,858 and $21,326, respectively, of tenant relationships, and (iii) $121,774 and $112,979, respectively, of above-market leases. In addition, at December 31, 2014 and 2013, the Company had intangible liabilities relating to below-market leases from property acquisitions of $255.4 million and $181.5 million, respectively, net of accumulated amortization of $169.8 million and $155.7 million, respectively. These amounts are included in the caption Other liabilities on the Company’s Consolidated Balance Sheets. The Company’s amortization associated with above and below market leases for the years ended December 31, 2014, 2013, and 2012, resulted in net increases to revenue of $13.5 million, $11.5 million and $14.4 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): 2015, $13.7; 2016, $14.2; 2017, $13.0; 2018, $9.8 and 2019, $9.9. The Company’s amortization expense associated with leases in place and tenant relationships for the years ended December 31, 2014, 2013 and 2012 was $41.2 million, $31.1 million and $28.1 million, respectively. The estimated net amortization associated with leases in place and tenant relationships over the next five years is as follows (in millions): 2015, $33.9; 2016, $26.7; 2017, $20.6; 2018, $15.7 and 2019, $12.2. 68 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 line of credit. Acquisition of Operating Properties – During the year ended December 31, 2014, the Company acquired the following properties, in separate transactions (in thousands): Property Name Location North Valley Leasehold . . . . . . Peoria, AZ LaSalle Properties (3 properties) . . . . . . . . . . . . Various (1) Harrisburg Land Parcel . . . . . . . Harrisburg, PA Crossroads Plaza . . . . . . . . . . . . Cary, NC Quail Corners . . . . . . . . . . . . . . Charlotte, NC (2) KIF 1 Portfolio (12 properties) . . . Various (3) Fountain at Arbor Lakes Purchase Price Month Acquired Cash* Debt Assumed Other Total Jan-14 $ 3,000 $ - $ - $ 3,000 GLA** - Jan-14 Jan-14 Feb-14 Mar-14 Apr-14 62,239 2,550 18,691 9,398 128,699 23,269 - 72,309 17,409 157,010 7,642 - - 4,943 122,291 93,150 2,550 91,000 31,750 408,000 316 - 489 110 1,589 900 - 270,000 2,550 1,426 6 - - - (2 Parcels). . . . . . . . . . . . . . . . Maple Grove, MN Apr-14 900 - Boston Portfolio (24 properties). . . . . . . . . . . . Various Vinnin Square . . . . . . . . . . . . . . . Swampscott, MA SEB Portfolio (10 properties) . . . . . . . . . . . . Various (4) Highlands Ranch Parcel . . . . . . Highlands Ranch, CO BIG Portfolios Apr-14 May-14 Jul-14 Sep-14 (7 properties) . . . . . . . . . . . . Various (5) Oct-14 Nov-14 Springfield S.C. . . . . . . . . . . . . . Springfield, MO North Quincy Plaza . . . . . . . . . . Quincy, MA (6) Dec-14 Belmart Plaza . . . . . . . . . . . . . . . West Palm Beach, FL (7) Dec-14 Dec-14 Braelinn Village . . . . . . . . . . . . . Peachtree City, GA 149,486 2,550 120,514 - 69,261 3,800 193,600 - 12,911 - 275,772 3,800 1,415 10 - 8,800 20,470 3,208 27,000 194,950 8,800 23,000 6,015 27,000 $ 510,052 $ 702,550 $ 229,635 $ 1,442,237 118,439 - - - - 76,511 - 2,530 2,807 - 1,148 210 81 77 227 7,104 * ** (1) (2) (3) (4) Includes 1031 sales proceeds of $126.8 million Gross leasable area (“GLA”) The Company acquired three properties from a joint venture in which the Company had an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $3.7 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. The Company acquired a 65.4% controlling ownership interest in this property and the seller retained a 34.6% noncontrolling interest in the property. The partner has the ability to put its partnership interest to the Company. As such, the Company has recorded the partners’ share of the property’s fair value of $4.9 million as Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets. The Company acquired from its partners the remaining ownership interest in a joint venture which holds 12 encumbered properties for which the Company had a 39.1% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $65.6 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. Subsequently, the Company repaid $128.4 million in debt encumbering ten of the properties. Additionally, during June 2014, the Company sold one of the properties to a third party, which approximated its carrying value. The Company acquired from its partner the remaining ownership interest in 10 properties that were held in a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $14.4 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. 69 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (5) (6) (7) The Company and their joint venture partner BIG divided 15 of the 21 properties in the BIG Shopping Centers venture with the Company receiving a 99% ownership interest in seven operating properties and BIG receiving a 99% ownership interest in eight operating properties. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $19.5 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. Additionally, during December 2014, the Company sold one of the properties to a third party, which approximated its carrying value. The Company acquired from its partners the remaining ownership interest in this property that was held in a joint venture in which the Company had an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $2.2 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. The Company increased its ownership interest to 74.8% in this property that was held in a joint venture in which the Company had a 21.5% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $1.7 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, 2013, the Company acquired the following properties, in separate transactions (in thousands): Property Name Location Acquired Cash Assumed Other Total GLA Month Debt Purchase Price Santee Trolley Square . . . . . . . . Santee, CA(1) Shops at Kildeer . . . . . . . . . . . . Kildeer, IL(2) Village Commons S.C. . . . . . . . Tallahassee, FL Putty Hill Plaza . . . . . . . . . . . . . . Baltimore, MD(3) Columbia Crossing II S.C. . . . . . Columbia, MD Roseville Plaza Outparcel . . . . . Roseville, MN Wilton River Park . . . . . . . . . . . . Wilton, CT(4) Canyon Square . . . . . . . . . . . . . Santa Clarita, CA(5) JTS Portfolio (7 properties) . . . Baton Rouge, LA(6) Factoria Mall . . . . . . . . . . . . . . . Bellevue, WA(7) 6 Outparcels . . . . . . . . . . . . . . . Various Highlands Ranch II . . . . . . . . . . Highlands Ranch, CO Elmsford . . . . . . . . . . . . . . . . . . . Elmsford, NY Northridge . . . . . . . . . . . . . . . . . Arvada, CO Five Forks Crossing . . . . . . . . . . Liburn, GA Greenwood S.C. Outparcel . . . Greenwood, IN Clark Portfolio (4 properties) . . . Clark, NJ Winn Dixie Portfolio (6 properties). . . . . . . . . . . . . Louisiana & Florida Tomball S.C. . . . . . . . . . . . . . . . . Houston, TX Atascocita S.C.. . . . . . . . . . . . . . Humble, TX Lawrenceville . . . . . . . . . . . . . . . Lawrenceville, GA 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 Oct-13 Nov-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 4,067 35,553 48,456 $ 32,724 - 9,115 - - 36,000 13,800 43,267 56,000 - - - 11,511 - - - Dec-13 Dec-13 Dec-13 Dec-13 43,506 35,327 38,250 36,824 - - 28,250 - $ 367,752 $ 279,123 $ 22,681 $ - - 489 - - 5,223 - 11,733 37,467 - - - - - - - - - - - 77,593 $ 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 43,506 35,327 66,500 36,824 392 149 317 286 724,468 4,057 (1) (2) (3) 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. 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. 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. 70 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (4) (5) (6) (7) 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. 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. 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. 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. The aggregate purchase price of the above 2014 and 2013 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 414,879 679,753 (81,362) 30,307 113,513 290,882 26,536 (39,368) 7,097 - 1,442,237 2013 198,263 368,478 (25,298) 15,758 35,262 115,110 22,196 (5,794) 894 (401) 724,468 $ $ $ $ Additionally, during the years ended December 31, 2014 and 2013, the Company acquired the remaining interest in three and four previously consolidated joint ventures for $1.1 million and $9.4 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 $0.8 million and $0.4 million for the years ended December 31, 2014 and 2013, respectively and an aggregate decrease of $0.3 million and $8.2 million to the Company’s Paid-in capital, during 2014 and 2013, 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, 2014, the Company had in progress a total of four ground-up development projects located in the U.S. During 2014, the Company acquired, in separate transactions, three land parcels located in various cities throughout the U.S., for an aggregate purchase price of $53.5 million. These land parcels will be developed into retail centers aggregating 0.9 million square feet of GLA with a total estimated aggregate project cost of $192.8 million. Additionally, during the fourth quarter 2014, the Company purchased land parcels in Dania, Florida for an aggregate purchase price of $62.8 million. The Company then contributed the land to an unconsolidated joint venture to be used for a ground-up development project. 71 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued FNC Realty Corporation – During 2013, the Company acquired the remaining 17.3% ownership interest in FNC Realty Corporation (“FNC”) for $20.4 million. As a result of this transaction the Company now owns 100% of FNC. The Company had previously and continues to consolidate FNC. No change in control resulted from this transaction, as such, the purchase of the additional interest resulted in a decrease in noncontrolling interest of $19.7 million and a decrease of $0.7 million to the Company’s Paid-in capital during 2013. 4. Dispositions of Real Estate: Operating Real Estate – During 2014, the Company disposed of 90 operating properties, in separate transactions, for an aggregate sales price of $833.5 million, including 27 operating properties in Latin America. These transactions, which are included in Discontinued operations on the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $203.3 million, before income taxes and noncontrolling interests and aggregate impairment charges of $178.0 million, before income taxes and noncontrolling interests, including $92.9 million related to the release of a cumulative foreign currency translation loss due to the Company’s substantial liquidation of its investment in Mexico. The Company provided financing aggregating $52.7 million on three of these transactions which bear interest at rates ranging from LIBOR plus 250 basis points to 7% per annum and are scheduled to mature in June and August 2015. The Company evaluated these transactions pursuant to the FASB’s real estate guidance to determine sale and gain recognition. 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 represented 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. The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition were met. 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 income/(expense), net, in the Company’s Consolidated Statements of Income. 72 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 income/(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. 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 income/ (expense), net, in the Company’s Consolidated Statements of Income. 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 2014, 2013 and 2012 financial statement amounts. The components of Income from discontinued operations for each of the three years in the period ended December 31, 2014, are shown below. These include the results of income through the date of each respective sale for properties sold during 2014, 2013 and 2012, and the operations for the applicable periods for those assets classified as held-for-sale as of December 31, 2014 (in thousands): Discontinued operations: Revenues from rental property . . . . . . . . . . . . . . . . . . . . . . . . . . . Rental property expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from other real estate investments . . . . . . . . . . . . . . . . . Other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from discontinued operating properties, 2014 2013 2012 $ $ 71,906 (16,657) (15,019) (719) (1,823) 680 (756) 129,315 (39,425) (33,142) (2,971) (1,371) 720 (880) $ 157,472 (49,925) (47,916) (3,423) (4,855) 676 (254) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,612 52,246 51,775 Impairment of property carrying value, before income taxes (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (178,048) (157,972) (49,280) Gain on disposition of operating properties, before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Provision)/benefit for income taxes . . . . . . . . . . . . . . . . . . . . . . . Income/(loss) from discontinued operating properties . . . . . . . Net (income)/loss attributable to noncontrolling interests . . . . Income/(loss) from discontinued operations attributable 203,271 (11,850) 50,985 (2,117) 48,731 8,462 (48,533) 7,930 85,894 9,585 97,974 (4,661) to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 48,868 $ (40,603) $ 93,313 (1) The year ended December 31, 2014, includes $92.9 million related to the release of a cumulative foreign currency translation loss due to the Company’s substantial liquidation of its investment in Mexico. During 2013, the Company began selling properties within its Latin American portfolio. During the year ended December 31, 2014, the Company continued selling properties in its Latin American portfolio and as a result substantially liquidated its investment in Mexico. 73 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued During 2014, the Company classified as held-for-sale 35 operating properties. The aggregate book value of these properties was $239.9 million, net of accumulated depreciation of $76.5 million. The Company recognized impairment charges on 11 of these properties aggregating $56.2 million, which were sold during 2014. The book value of the remaining other 24 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 for each property, aggregating $316.5 million, was based upon executed contracts of sale with third parties (see Footnote 15). The Company completed the sale of the 35 held-for-sale operating properties during 2014 (these dispositions are included in Footnote 4 above). At December 31, 2014, the Company had no operating properties classified as held-for-sale. 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 for each property, 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 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 for each property, aggregating $102.0 million, was based upon executed contracts of sale with third parties. 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). 6. Impairments: Management assesses on a continuous basis whether there are any indicators, including property operating performance, changes in anticipated holding period 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. During 2014, the Company implemented a plan to accelerate the disposition of certain U.S. properties. This plan effectively shortened the Company’s anticipated hold period for these properties and as a result the Company recognized impairment charges on various consolidated operating properties. In addition, during 2013, the Company began selling properties within its Latin American portfolio as part of its overall strategy to exit these markets and as a result the Company recognized impairment charges on various Latin American operating properties. During the year ended December 31, 2014, the Company continued selling properties in its Latin American portfolio and as a result substantially liquidated its investment in Mexico which resulted in the release of a cumulative foreign currency translation loss. (See Footnote 15 for fair value disclosure). 74 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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, 2014, 2013 and 2012 as follows (in millions): Impairment of property carrying values * (1)(2)(3). . . . . . . . . . . . . . . Investments in other real estate investments* (4) . . . . . . . . . . . . . . . Marketable securities and other investments* (5) . . . . . . . . . . . . . . Total Impairment charges included in operating expenses . . . . Cumulative foreign currency translation loss included in discontinued operations (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of property carrying values included in discontinued operations **. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total gross impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax benefit included in discontinued operations . . . . . . Income tax benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 2014 2013 2012 33.3 1.7 4.8 39.8 92.9 85.1 217.8 (0.4) (1.7) (6.1) 209.6 $ $ 18.6 2.9 10.7 32.2 5.1 152.9 190.2 (10.6) (14.8) (7.6) 157.2 $ $ 7.6 2.7 - 10.3 - 49.3 59.6 (0.4) (10.6) - 48.6 * ** See Footnote 15 for additional disclosure on fair value See Footnotes 4 & 5 above for additional disclosure (1) During 2014, the Company recognized aggregate impairment charges of $33.3 million, before an income tax benefit of $6.1 million and noncontrolling interests of $0.3 million, primarily related to adjustments to property carrying values in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated hold period for such properties. (2) During 2013, the Company recorded $18.6 million, before an income tax benefit of $7.6 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) During 2012, the Company recognized an aggregate impairment charge of $7.6 million, before income tax benefit of $0.3 million, relating to its investment in four land parcels. The estimated aggregate fair value of these properties was based upon purchase price offers. Impairment charges primarily based upon review of debt maturity status and the likelihood of foreclosure of certain underlying properties within the Company’s preferred equity investments, during 2014, 2013 and 2012. The Company believes it will not recover its investment in certain preferred equity investments and as such recorded full impairments on these investments. (4) (5) During 2014 and 2013, the Company reviewed the underlying cause of the decline in value of certain cost method investments, 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 the investments’ estimated fair value. (6) Due to the substantial liquidation of its investment in Mexico, the Company recognized a loss from foreign currency translation related to consolidated properties in the amount of $92.9 million, before noncontrolling interest of $5.8 million. (See footnote 22 for additional disclosure). In addition to the impairment charges above, the Company recognized pretax impairment charges during 2014, 2013 and 2012 of $54.5 million (including $47.3 million in cumulative foreign currency translation loss relating to the Company’s substantial liquidation of its investment in Mexico), $29.5 million, and $11.1 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 and would therefore write-down its carrying basis accordingly. 75 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 7. Investment and Advances in Real Estate Joint Ventures: The Company and its subsidiaries have investments and advances in 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, 2014 and 2013 (in millions, except number of properties): Average Ownership Interest As of December 31, 2014 Gross Number Real of Estate Properties GLA The Company’s Investment Average Ownership Interest As of December 31, 2013 Gross Real Estate Number of Properties GLA The Company’s Investment 15.0% 60 10.6 $ 2,728.9 $ 178.6 15.0% 60 10.6 $ 2,724.0 $ 179.7 Venture Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2) . . . Kimco Income Opportunity Portfolio (“KIR”) (2) (3) . . . . . . . . . . Kimstone (2) (5) . . . . . . . . . . BIG Shopping Centers (2) (6) * . . . . . . . . The Canada Pension Plan Investment Board (“CPP”) (2) (7) . . . . . . . . . Kimco Income Fund (“KIF”) (2) (8) . . . . . . . . . . SEB Immobilien (2) (9) . . . . . Other Institutional Programs (2) (10) (11) . . . . RioCan . . . . . . . . . . . . . . . . . Latin America (15) . . . . . . . . Other Joint Venture Programs (20) (23) . . . . . Total . . . . . . . . . . . . . . . . . . . 48.6% 33.3% 50.1% 55.0% - 15.0% Various 50.0% Various Various 54 11.5 5.6 39 1,488.2 1,098.7 152.1 98.1 48.6% 33.3% 57 12.0 5.6 39 1,496.0 1,095.3 163.6 100.3 1.0 151.6 - 37.9% 21 3.4 520.1 29.5 6 7 - 3 50 45 13 2.4 - 0.4 1.4 9.3 0.1 504.0 188.9 55.0% 6 2.4 437.4 144.8 - 86.0 327.8 1,205.8 91.2 - 2.5 8.5 159.8 24.4 39.5% 15.0% Various 50.0% Various Various 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 11.5 412 63.9 $ 1,548.9 10,485.1 $ 257.8 1,257.0 60 9.5 337 51.8 $ 1,401.2 9,083.4 $ 224.3 1,037.2 * Ownership % is a blended rate 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, 2014, 2013 and 2012 (in millions): Year ended December 31, 2013 2012 2014 KimPru and KimPru II (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . KIR (3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kimstone (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BIG Shopping Centers (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CPP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . KIF (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SEB Immobilien (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Institutional Programs (10-13) . . . . . . . . . . . . . . . . . . . . . . . . . RioCan (14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Latin America (15-19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Joint Venture Programs (20-28) . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 8.1 26.5 2.0 22.5 7.1 0.9 0.8 2.6 30.6 (3.8) 62.3 159.6 $ $ 9.1 25.3 3.6 3.0 5.8 3.3 1.1 3.2 27.6 103.1 23.6 208.7 $ $ 7.4 23.4 - (3.7) 5.3 1.7 0.7 5.5 30.4 15.8 26.4 112.9 76 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (1) (2) 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. During the year ended December 31, 2014, KimPru recognized impairment charges of $21.4 million related to the decline in value of two operating properties. 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 was $2.4 million. 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) During the year ended December 31, 2014 KIR, (i) sold two operating properties for a sales price of $17.7 million, for which the Company recognized its share of an aggregate net gain of $1.1 million, (ii) recognized aggregate impairment charges of $5.0 million, of which the Company’s share was $2.8 million, related to two properties which KIR anticipates selling within the next year and therefore effectively shortened its anticipated hold period for these assets which resulted in the expected future cash flows being less than the carrying value and (iii) sold one of the impaired properties for a sales price of $2.0 million. (4) 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. (5) 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. On February 2, 2015, the Company purchased the remaining 66.7% interest in the 39-property Kimstone portfolio from Blackstone for a gross purchase price of $1.4 billion, including the assumption of $638.0 million in mortgage debt (see Footnote 26 of the Notes to Consolidated Financial Statements). (6) During the year ended December 31, 2014, the Company and their joint venture partner BIG divided 15 of the 21 properties in the BIG Shopping Centers venture with the Company receiving a 99% ownership interest in seven operating properties and BIG receiving a 99% ownership interest in eight operating properties. The Company recognized a gain of $19.7 million on the properties where BIG obtained a 99% interest (see Footnote 3 of the Notes to Consolidated Financial Statements). Subsequent to this transaction the BIG Shopping Centers venture continues to hold six operating properties. 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. (7) During the year ended December 31, 2014, CPP acquired land parcels in Dania, FL, for $62.8 million. These land parcels will be developed into a retail center. (8) During the year ended December 31, 2014, the Company purchased the remaining interest in KIF based on a gross purchase price of $408.0 million (see Footnote 3 of the Notes to Consolidated Financial Statements). (9) During the year ended December 31, 2014, the Company purchased the remaining 85% interest in 10 SEB properties based on a gross purchase price of $275.8 million (see Footnote 3 of the Notes to Consolidated Financial Statements). (10) During the year ended December 31, 2014, the Company acquired four properties from a joint venture in which the Company has a noncontrolling interest for a total sales price of $116.2 million (see Footnote 3 of the Notes to Consolidated Financial Statements). (11) During the year ended December 31, 2014, two joint ventures in which the Company holds a noncontrolling interest sold two operating properties for an aggregate sales price of $46.6 million and recognized an aggregate gain of $11.1 million. The Company’s share of this gain was $2.2 million. (12) 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. (13) During the year ended December 31, 2012, the UBS Program recognized impairment charges of $13.0 million related to the sale of two properties. The Company’s share of these impairment charges was $2.2 million. (14) 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. (15) During the year ended December 31, 2014, the Company sold its noncontrolling interest in 14 operating properties located throughout Mexico based on a gross aggregate sales price of $324.5 million. The Company recognized a net gain of $39.1 million, before income taxes of $9.0 million. (16) During the fourth quarter 2014, the Company substantially liquidated its investment in Mexico, which resulted in the release of a cumulative foreign currency translation loss of $47.3 million. 77 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued (17) 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. (18) 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 was $78.2 million, before income taxes of $25.1 million. (19) During the year ended December 31, 2013, the Company was in advanced negotiations to sell 10 operating properties located throughout Mexico, which were held in unconsolidated joint ventures in which the Company held noncontrolling interests. Based upon the allocation of the selling price, the Company recorded its share of impairment charges of $9.4 million on six of these properties. (20) During the year ended December 31, 2014, a joint venture in which the Company holds a noncontrolling interest sold 16 operating properties for an aggregate sales price of $199.5 million and recognized an aggregate gain of $62.9 million. The Company’s share of this gain was $31.7 million. (21) During the year ended December 31, 2014, the Company received a distribution of $15.4 million from a joint venture that was in excess of its carrying value and as such, the Company recognized this amount as equity in income. (22) During the year ended December 31, 2014, two joint ventures in which the Company holds a noncontrolling interest sold two operating properties for an aggregate sales price of $46.5 million and recognized an aggregate gain of $11.1 million. The Company’s share of this gain was $2.2 million. (23) During the year ended December 31, 2014, the Company acquired a partners’ interest in a joint venture in which the Company had a noncontrolling interest for a total price of $3.0 million (see Footnote 3 of the Notes to Consolidated Financial Statements). (24) 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, 2014 and 2013) assumed by the buyer. Due to this continued involvement, the Company deferred its gain until such time that the guarantee and commitment expire. On February 24, 2015, the outstanding debt balance of $139.7 million was fully repaid and as such, the Company was relieved of its related commitments and guarantee. As a result, the Company will recognize the deferred gain of $21.7 million during the first quarter of 2015 (see Footnote 19 of the Notes to Consolidated Financial Statements). (25) 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 price of $228.8 million (see Footnote 3 of the Notes to Consolidated Financial Statements). (26) 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. (27) 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. (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. 78 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The table below presents debt balances within the Company’s joint venture investments for which the Company held noncontrolling ownership interests at December 31, 2014 and 2013 (dollars in millions): As of December 31, 2014 As of December 31, 2013 Mortgages and Notes Payable Average Interest Rate Venture KimPru and KimPru II . . . . $ KIR . . . . . . . . . . . . . . . . . . . . Kimstone . . . . . . . . . . . . . . BIG Shopping Centers . . . CPP . . . . . . . . . . . . . . . . . . . Kimco Income Fund . . . . . SEB Immobilien . . . . . . . . . RioCan . . . . . . . . . . . . . . . . Other Institutional 920.4 866.4 704.4 144.6 112.1 - 50.2 642.6 5.53% 5.04% 4.45% 5.52% 5.05% - 4.06% 4.29% Average Remaining Term (months)** 23.0 61.9 28.7 22.0 10.1 - 35.7 39.9 Mortgages and Notes Payable Average Interest Rate $ 923.4 889.1 749.9 406.5 138.6 158.0 243.8 743.7 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 . . . . . . . . . . . . 223.1 5.47% 20.8 272.9 5.32% 31.0 Other Joint Venture Programs . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . $ 927.5 4,591.3 ** Average remaining term includes extensions KIR - 5.31% 58.6 1,063.1 5,589.0 $ 5.53% 60.6 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. The Company’s equity in income from KIR for the years ended December 31, 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, 2014 2013 1,024.3 80.5 1,104.8 866.4 19.8 218.6 1,104.8 $ $ $ $ 1,064.2 81.9 1,146.1 889.1 21.8 235.2 1,146.1 79 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Year Ended December 31, 2013 2012 2014 Revenues from rental property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued Operations: $ 201.6 (57.7) (46.1) (39.2) (3.1) (1.5) (147.6) 54.0 $ 197.0 (53.7) (47.8) (38.8) - (0.6) (140.9) 56.1 Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . Impairment on dispositions of properties. . . . . . . . . . . . . . . . . . . . Gain on dispositions of properties . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.2 (4.3) 4.5 54.4 $ 1.9 (9.8) 6.1 54.3 $ 190.6 (50.8) (54.0) (38.8) - (1.3) (144.9) 45.7 2.6 (0.1) - 48.2 RioCan Investments - The Company has 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, 2014 2013 987.4 40.7 1,028.1 642.6 13.1 372.4 1,028.1 $ $ $ $ 1,106.2 43.8 1,150.0 743.7 13.0 393.3 1,150.0 Year ended December 31, 2013 2012 2014 Revenues from rental properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 202.5 $ 209.9 $ 213.3 Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (expense)/income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (74.6) (31.9) (33.5) (1.3) (141.3) 61.2 $ (76.9) (40.1) (36.0) (1.8) (154.8) 55.1 $ (78.1) (51.9) (37.3) 14.7 (152.6) 60.7 80 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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: Mortgages payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Construction loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Partners’/Members’ capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ December 31, 2014 2013 5,410.3 208.6 5,618.9 3,061.3 21.0 87.6 21.4 2,427.6 5,618.9 $ $ $ $ 6,601.8 390.1 6,991.9 3,956.2 - 102.0 19.2 2,914.5 6,991.9 Year Ended December 31, 2013 2014 Revenues from rental property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . Discontinued Operations: Income/(loss) from discontinued operations . . . . . . . . . . . . . . . . . Impairment on dispositions of properties. . . . . . . . . . . . . . . . . . . . Gain on dispositions of properties . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 655.8 (201.2) (169.3) (187.3) (20.0) (11.6) (589.4) 66.4 2.6 0.5 466.6 536.1 $ $ 873.3 (279.7) (228.5) (224.0) (32.3) (13.8) (778.3) 95.0 12.2 (5.0) 223.4 325.6 $ $ 2012 1,009.2 (330.6) (281.3) (258.4) (17.0) (19.8) (907.1) 102.1 (9.1) (21.1) 94.5 166.4 Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling $40.3 million and $41.5 million at December 31, 2014 and 2013, 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, 2014 and 2013, the Company’s carrying value in these investments is $1.0 billion and $1.3 billion, respectively. 81 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, 2014, the Company’s net investment under the Preferred Equity program was $229.1 million relating to 443 properties, including 385 net leased properties. For the year ended December 31, 2014, the Company earned $37.2 million from its preferred equity investments, including $18.6 million in profit participation earned from six capital transactions. For the year ended 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. 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 no 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, 2014, the remaining 385 properties were encumbered by third party loans aggregating $317.8 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 $14.5 million, $13.2 million and $14.0 million in equity in income from this investment during the years ended December 31, 2014, 2013 and 2012, respectively. 82 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital. As of December 31, 2014 and 2013, the Company’s invested capital in its preferred equity investments approximated $229.1 million and $236.9 million, respectively. 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, 2014 2013 $ $ $ $ 456.9 666.6 1,123.5 767.6 21.6 334.3 1,123.5 $ $ $ $ 571.7 676.1 1,247.8 878.1 26.1 343.6 1,247.8 Year Ended December 31, 2013 2012 2014 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ 146.0 (47.0) (47.1) (19.2) - (7.2) 25.5 159.5 (34.8) (55.2) (24.0) - (7.1) 38.4 195.0 (44.7) (72.0) (33.7) (2.7) (8.3) 33.6 31.5 57.0 $ 20.8 59.2 $ 17.5 51.1 $ (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. (“Cerberus”). 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. 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 years ended December 31, 2014 and 2013, the Company recorded equity losses from operations in this joint venture of $5.8 million and $16.5 million, respectively, 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, 2014 and 2013, was $0.0 million and $5.8 million, respectively. Also included in this $70.8 million 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 accounts 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. 83 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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. In January 2015, the Company invested an additional $85.3 million of new equity in the Company’s Albertsons joint venture to facilitate the acquisition of Safeway Inc. by the Cerberus lead consortium. As a result, Kimco now holds a 9.8% ownership interest in the combined company which operates 2,230 stores across 34 states. 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, 2014, 19 of these properties were sold, whereby the proceeds from the sales were used to pay down $32.3 million in mortgage debt and the remaining 11 properties remain encumbered by third-party non-recourse debt of $11.2 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, 2014 and 2013, 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 2013 $ $ 8.3 30.3 (10.1) (12.9) 15.6 $ $ 15.9 30.3 (16.1) (19.9) 10.2 9. Variable Interest Entities: Consolidated Ground-Up Development Projects Included within the Company’s ground-up development projects at December 31, 2014, is an entity that is a VIE, for which the Company is the primary beneficiary. This entity was established to develop real estate property to hold as a long-term investment. The Company’s involvement with this entity is through its majority ownership and management of the property. This entity was deemed a VIE 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 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 the primary beneficiary of this VIE as a result of its controlling financial interest. At December 31, 2014, total assets of this ground-up development VIE were $77.7 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. Substantially all of the projected development costs to be funded for this ground-up development VIE, aggregating $32.8 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 this VIE that it was not previously contractually required to provide. 84 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Unconsolidated Ground-Up Development Also included within the Company’s ground-up development projects at December 31, 2014, is an unconsolidated joint venture, which holds a VIE for which the Company is not the primary beneficiary. This entity was 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 $35.1 million as of December 31, 2014, which is included in Investments and advances in real estate joint ventures 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 $35.1 million, which primarily represents the Company’s current investment. 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, 2014, 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, 2014, the Company’s investment in this VIE was a negative $9.9 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 $9.9 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, 2014, see Financial Statement Schedule IV included in this annual report on Form 10-K. 85 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The following table reconciles mortgage loans and other financing receivables from January 1, 2012 to December 31, 2014 (in thousands): Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions: New mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions under existing mortgage loans . . . . . . . . . . . . . Write-off of loan discounts . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation. . . . . . . . . . . . . . . . . . . . . . . . . Amortization of loan discounts . . . . . . . . . . . . . . . . . . . . . . Deductions: Loan repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan foreclosures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge off/foreign currency translation . . . . . . . . . . . . . . . Collections of principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of loan costs . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2014 2013 $ 30,243 $ 70,704 $ 2012 102,972 52,728 - 286 - 126 (7,330) - (1,066) (972) (2) 74,013 $ 8,527 7,810 - - 653 (28,068) (25,572) (1,260) (2,529) (22) 30,243 $ 29,496 895 - 1,181 247 (60,740) - (430) (2,861) (56) 70,704 The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2014, the Company had a total of 16 loans aggregating $74.0 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 (which was sold in 2014 at price which approximated its carrying value) 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, 2014 and 2013, are as follows (in thousands): December 31, 2014 Gross Unrealized Gains/Losses Amortized Cost Estimated Fair Value Available-for-sale: Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 41,462 $ 46,197 $ 87,659 Held-to-maturity: Debt securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,576 44,038 $ $ (200) 45,997 2,376 90,035 $ December 31, 2013 Gross Unrealized Gains Amortized Cost Estimated Fair Value 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 $ 86 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued During 2014, 2013 and 2012, the Company received $3.8 million, $26.4 million and $0.2 million in proceeds from the sale/redemption of certain marketable securities, respectively. In connection with these transactions, during 2014, 2013 and 2012 the Company recognized (i) gross realizable gains of $0.0 million, $12.1 million and $0.0 million, respectively, and (ii) gross realizable losses of $0.1 million, $0.0 million and $0.0 million, respectively. As of December 31, 2014, the contractual maturities of debt securities classified as held-to-maturity are as follows: after one year through five years, $1.8 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, 2014 and 2013 the Company’s Notes Payable consisted of the following (dollars in millions): Senior Unsecured Notes . . . . Medium Term Notes . . . . . . . U.S. Term Loan (e) . . . . . . . . . Canadian Notes Payable . . . Credit Facility . . . . . . . . . . . . . Senior Unsecured Notes . . . . Medium Term Notes . . . . . . . U.S. Term Loan (d) . . . . . . . . . Canadian Notes Payable . . . Credit Facility . . . . . . . . . . . . . Mexican Term Loan . . . . . . . . Balance at 12/31/14 1,540.9 $ 850.0 400.0 301.3 100.0 3,192.2 $ Balance at 12/31/13 1,140.9 $ 1,044.6 400.0 329.5 194.5 76.5 3,186.0 $ Interest Rate Range (Low) 3.13% 4.30% (a) 3.86% (b) Interest Rate Range (High) 6.88% 5.78% (a) 5.99% (b) Maturity Date Range (Low) Sep-2015 Feb-2015 Apr-2015 Apr-2018 Apr-2018 Maturity Date Range (High) Jun-2023 Feb-2018 Apr-2015 Aug-2020 Apr-2018 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 is equal to LIBOR + 1.05% (1.21% and 1.22% at December 31, 2014 and 2013, respectively). Interest rate is equal to LIBOR + .925% (1.09% at December 31, 2014). Interest rate is equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.15% at December 31, 2013). (a) (b) (c) (d) During January 2014, the Company exercised its one-year extension option to extend the maturity date to April 2015. (e) During January 2015, the Company repaid its $400.0 million term loan which was scheduled to mature in 2015 with a new $650.0 million unsecured term loan that bears interest at a rate equal to LIBOR + .95% and is scheduled to mature in 2017, with three one-year extensions at the Company’s discretion. The weighted-average interest rate for all unsecured notes payable is 4.17% as of December 31, 2014. The scheduled maturities of all unsecured notes payable as of December 31, 2014, were as follows (in millions): 2015, $750.0; 2016, $300.0; 2017, $290.9; 2018, $529.1; 2019, $300.0 and thereafter, $1,022.2. 87 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 and medium term 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. During April 2014, the Company issued $500.0 million of 7-year Senior Unsecured Notes at an interest rate of 3.20% payable semi-annually in arrears which are scheduled to mature in May 2021. The Company used the net proceeds from this issuance of $495.4 million, after deducting the underwriting discount and offering expenses, for general corporate purposes including reducing borrowings under the Company’s revolving credit facility and repayment of maturing debt. In connection with this issuance, the Company entered into a seventh supplemental indenture which, among other things, revised, for all securities created on or after the date of the seventh supplemental indenture, the definition of Unencumbered Total Asset Value, used to determine compliance with certain covenants within the indenture. 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, 2014 and 2013, the Company repaid the following notes (dollars in millions): Type MTN Senior Note MTN Senior Note Senior Note Date Issued Jun-05 Oct-06 Oct-03 Oct-06 Oct-06 Amount Repaid 194.6 $ 100.0 $ 100.0 $ 75.0 $ 100.0 $ Interest Rate 4.82% 5.95% 5.19% 4.70% 6.125% Maturity Date Jun-14 Jun-14 Oct-13 Jun-13 Jan-13 Date Paid Jun-14 Jun-14 Oct-13 Jun-13 Jan-13 88 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Credit Facility - During March 2014, the Company established a new $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2018 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2019. This Credit Facility replaced the Company’s then existing $1.75 billion unsecured revolving credit facility which was scheduled to mature in October 2015. The Credit Facility, which can be increased to $2.25 billion through an accordion feature, accrues interest at a rate of LIBOR plus 92.5 basis points on drawn funds. In addition, the Credit Facility includes a $500 million sub-limit which provides the Company the opportunity to borrow in alternative currencies including 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, 2014, the Credit Facility had a balance of $100.0 million outstanding and $1.0 million appropriated for letters of credit. U.S. Term Loan - As of December 31, 2014, the Company had a $400.0 million unsecured term loan with a consortium of banks, which accrued interest at LIBOR plus 105 basis points. This term loan was 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. During January 2014, the Company exercised the first of its one-year extension options to extend the maturity date to April 17, 2015. During January 2015, the Company entered into a new $650.0 million unsecured term loan credit facility which is scheduled to mature in January 2017, with three one-year extension options at the Company’s discretion, and accrues interest at a spread (currently 0.95%) to LIBOR or at the Company’s option at a base rate as defined per the agreement. The proceeds from the new term loan were used to repay the $400.0 million term loan and general corporate purposes. Pursuant to the terms of both the new term loan credit agreement and the prior term loan 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. Mexican Term Loan - During March 2013, the Company entered into a five year 1.0 billion Mexican peso term loan which was scheduled to mature in March 2018. This term loan bore interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35%. The Company had 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%. This 1.0 billion MXN term loan (USD $76.3 million) was fully repaid during September 2014. 13. Mortgages Payable: During 2014, the Company (i) assumed $742.0 million of individual non-recourse mortgage debt relating to the acquisition of 53 operating properties, including an increase of $39.4 million associated with fair value debt adjustments (ii) paid off $328.0 million of mortgage debt that encumbered 21 operating properties and (iii) obtained $15.7 million of individual non-recourse debt relating to one operating property. 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. 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 (0.08% as of December 31, 2014) to 9.75% (weighted-average interest rate of 5.58% as of December 31, 2014). The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable, excluding unamortized fair value debt adjustments of $40.1 million, as of December 31, 2014, were as follows (in millions): 2015, $157.2; 2016, $363.4; 2017, $457.6; 2018, $73.1; 2019, $10.0 and thereafter, $326.7. 89 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 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) . . . . . . . . . . . . . . . . . . . . . . Number of Units Issued 81,800,000 2,000 2,627 5,673 640,001 Par Value Per Unit $ $ $ $ $ 1.00 10,000 10,000 10,000 30.52 Return Per Annum 7.0% LIBOR plus 2.0% 7.0% 7.0% Equal to the Company’s common stock dividend (1) (2) 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. 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. The following Units have been redeemed for cash as of December 31, 2014: Type Preferred A Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Class A Preferred Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Class B-1 Preferred Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Class B-2 Preferred Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Class C DownReit Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 $111.6 million and $111.4 million as of December 31, 2014 and 2013, respectively. 90 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 13,963 647,758 Par Value Per Unit 1,000 $ 37.24 $ Return Per Annum 5.0% Equal to the Company’s common stock dividend (1) (2) 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. 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 and at the Company’s option settled in cash. As of December 31, 2014 and 2013, noncontrolling interest relating to the remaining Class B 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 currently redeemable at the option of the holder 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, 2014 and 2013 (in thousands): Balance at January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of redeemable partnership interests (1) (2) . . . . . . . . . . . . . . . . . . . Unit redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair market value adjustment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31,. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 2013 86,153 4,943 - 225 159 91,480 $ $ 81,076 5,223 - (225) 79 86,153 $ $ (1) During the year ended December 31, 2014, the Company acquired a 65.4% controlling ownership interest in an operating property and the seller retained a 34.6% noncontrolling interest in the property. The partner has the ability to put its partnership interest to the Company at any time after March 2015. As such, the Company has recorded the partners’ share of the property’s fair value of $4.9 million as Redeemable noncontrolling interests. (2) During the year ended December 31, 2013, the Company issued 5,223 redeemable units valued at $5.2 million relating to the acquisition of an operating property. These units are redeemable at the option of the holder after one year from issuance and earn a yield of 6% per annum. 91 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 Condensed 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 valuation method used to estimate fair value for fixed-rate and variable-rate debt is based on discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan amounts and debt maturities. The fair values for marketable securities are based on published values, securities dealers’ estimated market values or comparable market sales. 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, 2014 2013 Marketable Securities (1) . . . . . . . . . . . . . . . . Notes Payable (2) . . . . . . . . . . . . . . . . . . . . . . . Mortgages Payable (3) . . . . . . . . . . . . . . . . . . $ $ $ 90,235 3,192,167 1,428,131 Carrying Amounts Estimated Fair Value $ $ $ 90,035 3,334,361 1,485,041 Carrying Amounts $ $ $ 62,766 3,186,047 1,035,354 Estimated Fair Value $ $ $ 62,824 3,333,614 1,083,801 (2) (1) As of December 31, 2014 and 2013, the Company determined that $87.7 million and $59.7 million respectively, of the Marketable securities estimated fair value were classified within Level 1 of the fair value hierarchy and the remaining $2.3 million and $3.1 million, respectively, were classified within Level 3 of the fair value hierarchy. The Company determined that its valuation of these Notes Payable was classified within Level 2 of the fair value hierarchy. The Company determined that its valuation of these Mortgages Payable was classified within Level 3 of the fair value hierarchy. (3) 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. 92 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013, 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, 2014 and 2013 (in thousands): Balance at December 31, 2014 Level 1 Level 2 Level 3 Assets: Marketable equity securities . . . . . . . . . . . . . . . Liabilities: Interest rate swaps. . . . . . . . . . . . . . . . . . . . . . . . $ $ 87,659 1,404 $ $ 87,659 - $ $ - 1,404 $ $ - - Marketable equity securities . . . . . . . . . . . . . . . $ 59,723 $ 59,723 Balance at December 31, 2013 Level 1 Level 2 $ - Level 3 $ - Assets measured at fair value on a non-recurring basis at December 31, 2014 and 2013 are as follows (in thousands): Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 80,270 Balance at December 31, 2014 Balance at December 31, 2013 Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Joint venture investments . . . . . . . . . . . . . . . . . . . . Other real estate investments . . . . . . . . . . . . . . . . . Cost method investment . . . . . . . . . . . . . . . . . . . . . $ $ $ $ 217,529 59,693 2,050 4,670 Level 1 $ - Level 2 $ - Level 3 $ 80,270 Level 1 $ $ $ $ - - - - Level 2 $ $ $ $ - - - - Level 3 $ 217,529 59,693 $ 2,050 $ 4,670 $ During the year ended December 31, 2014, the Company recognized impairment charges of $217.8 million, of which $178.0 million, before income tax benefits of $1.7 million, is included in discontinued operations. These impairment charges consist of (i) $118.4 million related to adjustments to property carrying values, (ii) the release of cumulative foreign currency translation loss of $92.9 million relating to the substantial liquidation of the Company’s investment in Mexico, (iii) $4.8 million related to a cost method investment and (iv) $1.6 million related to a preferred equity investment. During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million, of which $158.0 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. The adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated hold period for such properties. During the second quarter ended June 30, 2014, the Company implemented a plan to accelerate its disposition of certain U.S. non-strategic properties. This plan effectively shortened the Company’s anticipated hold period for these properties and as a result the Company recognized impairment charges on certain operating properties. 93 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company’s estimated fair values for the year ended December 31, 2014, as it relates to property carrying values were primarily based upon (i) estimated sales prices from third party offers based on signed contracts or letters of intent (this method was used to determine $88.2 million of the $118.4 million in impairments recognized during the year ended December 31, 2014), for which the Company does not have access to the unobservable inputs used to determine these estimated fair values, and (ii) discounted cash flow models (this method was used to determine $30.2 million of the $118.4 million in impairments recognized during the year ended December 31, 2014). The discounted cash flow models include 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 rates primarily ranging from 7.0% to 12.5% and discount rates primarily ranging from 7.5% to 13.5% which were utilized in the models were based upon observable rates that the Company believes to be within a reasonable range of current market rates for each respective investments. The Company’s estimated fair value as it relates to the cost method investment, was based upon a discounted cash flow model. The discounted cash flow 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 9.1% 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 investment. 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. 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. 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, 2014 and 2013 Series of Preferred Stock Series H . . . . . . . . . . . . . . . . . . Series I . . . . . . . . . . . . . . . . . . . Series J . . . . . . . . . . . . . . . . . . . Series K . . . . . . . . . . . . . . . . . . . Shares Authorized 70,000 18,400 9,000 8,050 105,450 Shares Issued and Outstanding Liquidation Preference 175,000 400,000 225,000 175,000 975,000 70,000 $ 16,000 9,000 7,000 102,000 $ 94 Annual Dividend per Depositary Share Dividend Rate $ 6.90% $ 6.00% 5.50% $ 5.625% $ 1.72500 $ 1.50000 $ 1.37500 $ 1.40625 $ Par Value 1.00 1.00 1.00 1.00 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Series of Preferred Stock Series H (1) . . . . . . . . . . Series I (2) . . . . . . . . . . . Series J (3) . . . . . . . . . . Series K (4) . . . . . . . . . . Date Issued 8/30/2010 3/20/2012 7/25/2012 12/7/2012 Depositary Shares Issued 7,000,000 16,000,000 9,000,000 7,000,000 Fractional Interest per Share 1/100 1/1000 1/1000 1/1000 Net Proceeds, After Expenses (in millions) 169.2 $ 387.2 $ 217.8 $ 169.1 $ Offering/ Redemption Price $ $ $ $ 25.00 25.00 25.00 25.00 Optional Redemption Date 8/30/2015 3/20/2017 7/25/2017 12/7/2017 (1) (2) (3) (4) The net proceeds received from this offering were used to repay $150.0 million in mortgages payable and for general corporate purposes. 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. 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. 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 Series F (1) . . . . . . . . . . Series G (2) . . . . . . . . . . Date Issued 6/5/2003 10/10/2007 Depositary Shares Issued 7,000,000 $ 18,400,000 $ Redemption Amount (in millions) Offering/ Redemption Price 175.0 $ 460.0 $ 25.00 25.00 Optional Redemption Date 6/5/2008 10/10/2012 Actual Redemption Date 8/15/2012 10/10/2012 (1) (2) 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. 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. The Company’s Preferred Stock Depositary Shares for all series are not convertible or exchangeable for any other property or securities of the Company. 95 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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. During 2014, 2013 and 2012, the Company repurchased 128,147 shares, 144,727 shares and 106,010 shares respectively, in connection with common shares surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock awards under the Company’s equity- based compensation plans. In addition, 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, 2014, is $41.0 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. 96 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, 2014, 2013 and 2012 (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 redeemable units/partnership interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of real estate interests through proceeds held in escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds held in escrow through sale of real estate interests . . . . . . . Disposition of real estate interest by assignment of mortgage debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disposition of real estate through the issuance of mortgage receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment in real estate joint venture through contribution of real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease of noncontrolling interests through sale of real estate . . . . Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Surrender of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Declaration of dividends paid in succeeding period . . . . . . . . . . . . . . Consolidation of Joint Ventures: Increase in real estate and other assets . . . . . . . . . . . . . . . . . . . . . . Increase in mortgage payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2014 2013 2012 210,232 $ - $ 76,477 $ 24,322 $ 179,198 - 8,219 $ 3,985 $ 179,387 $ 197,270 $ 42,892 $ - $ - - - - $ - $ 17,083 2,728 $ 3,513 $ 13,475 35,080 $ 17,650 $ 14,047 $ (4,051) $ 111,143 $ - $ - $ 9,213 $ (3,891) $ 104,496 $ - - 18,115 (2,073) 96,518 687,538 $ 492,318 $ 228,200 $ 206,489 $ - - 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 2014, 2013 and 2012, the Company paid brokerage commissions of $0.3 million, $0.6 million and $0.8 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. ProHEALTH is a multi-specialty physician group practice offering one-stop health care. ProHEALTH’s CEO, Dr. David Cooper, M.D. is a son of Milton Cooper, Executive Chairman of the Company. ProHEALTH and or its affiliates (“ProHEALTH”) have leasing arrangements with the Company whereby four property locations are currently under 97 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued lease. Total annual base rent for properties leased to ProHEALTH for the years ended December 31, 2014, 2013 and 2012 aggregated $0.7 million, $0.1 and $0.1 million, respectively. The Company determined that the leasing terms for these leases are consistent with fair market rental values and that the transactions, taken as a whole, are no less favorable to the Company than terms available to an unaffiliated third party under similar circumstances. 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 and percentage rents comprised 99% of total revenues from rental property for each of the three years ended December 31, 2014, 2013 and 2012. 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): 2015, $749.5; 2016, $683.6; 2017, $589.6; 2018, $490.1; 2019, $402.1 and thereafter; $1,849.2. 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, 2014, 2013 and 2012 was $8.4 million, $4.8 million and $6.2 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): 2015, $13.2; 2016, $12.5; 2017, $11.6; 2018, $10.3; 2019, $10.4 and thereafter, $164.8. Guarantees – On a select basis, the Company had 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, 2014 (amounts in millions): Name of Joint Venture InTown Suites Management, Inc. . . . Amount of Guarantee 139.7 $ Victoriaville. . . . . . . . . . . . . . . . . . . . . Anthem K -12, LP. . . . . . . . . . . . . . . . . $ $ Interest rate LIBOR plus 1.15% 3.92% Maturity, with extensions 2015 2020 2.1 42.2 Various (2) Various (2) Terms (1) Jointly and severally with partner Jointly and severally with partner Type of debt Unsecured credit facility Promissory note Promissory notes (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, 2014). 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. On February 24, 2015, the outstanding debt balance of $139.7 million was fully repaid and as such, the Company was relieved of its related commitments and guarantee. As a result, the Company will recognize the deferred gain of $21.7 million during the first quarter of 2015. (2) As of December 31, 2014, the interest rates range from 3.62% to 4.97% and maturity dates with extensions range from 2015 to 2022. 98 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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, 2014, these letters of credit aggregated $24.9 million. 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, 2014, there were $22.0 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 responding to the subpoena and intends to cooperate 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. 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, 2014. 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. During 2014, the Company did not grant any stock options. The more significant assumptions underlying the determination of fair values for options granted during 2013 and 2012 were as follows: Weighted average fair value of options granted . . . . . . . . . . . . . . . . . . . . . . . Weighted average risk-free interest rates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average expected option lives (in years) . . . . . . . . . . . . . . . . . . . . Weighted average expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 5.04 1.46% 6.25 35.95% 3.85% 4.52 1.04% 6.25 37.53% 3.94% Year Ended December 31, 2013 2012 99 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Information with respect to stock options under the Plan for the years ended December 31, 2014, 2013, and 2012 are as follows: Options outstanding, January 1, 2012 . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding, December 31, 2012 . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding, December 31, 2013 . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Options outstanding, December 31, 2014 . . . . . . . . . . . . . . . Options exercisable (fully vested)- Shares 17,110,592 (1,495,432) 1,522,450 (579,613) 16,557,997 (1,636,300) 1,354,250 (901,802) 15,374,145 (1,474,432) (2,005,952) 11,893,761 December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,830,255 12,039,439 10,159,570 Weighted- Average Exercise Price Per Share $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 28.14 19.84 18.78 28.73 28.42 23.15 21.55 31.38 28.79 16.19 28.68 30.23 31.57 31.24 31.96 Aggregate Intrinsic Value (in millions) 8.0 $ $ $ $ $ $ $ 14.9 13.1 29.8 7.7 8.2 19.9 The exercise prices for options outstanding as of December 31, 2014, 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, 2014, was 3.9 years. The weighted-average remaining contractual term of options currently exercisable as of December 31, 2014, was 3.4 years. Options to purchase 9,251,021, 8,049,534 and 8,871,495, shares of the Company’s common stock were available for issuance under the Plan at December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, the Company had 1,734,191 options expected to vest, with a weighted-average exercise price per share of $20.11 and an aggregate intrinsic value of $9.9 million. Cash received from options exercised under the Plan was $23.9 million, $30.2 million and $22.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. The total intrinsic value of options exercised during 2014, 2013 and 2012, was $9.4 million, $7.6 million, and $7.0 million, respectively. As of December 31, 2014, 2013 and 2012, the Company had restricted shares outstanding of 1,911,145, 1,591,082 and 1,562,912, respectively. Information with respect to restricted stock under the Plan for the years ended December 31, 2014, 2013, and 2012 are as follows: Restricted stock outstanding as of January 1, . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock outstanding as of December 31, . . . . . . 2014 $ 1,591,082 804,465 (418,309) (66,093) $ 1,911,145 2013 $ 1,562,912 549,263 (430,378) (90,715) $ 1,591,082 2012 $ 832,726 1,093,423 (357,987) (5,250) $ 1,562,912 100 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued As of December 31, 2014, 2013 and 2012, the Company had performance share awards outstanding of 171,400, 185,200 and 197,700, respectively. The more significant assumptions underlying the determination of fair values for these awards granted during 2014, 2013 and 2012 were as follows: Stock price . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free rate . . . . . . . . . . . . . . . . . . . . . . . . . . Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Term of the award (years) . . . . . . . . . . . . . . . . 2014 $ $ 21.49 0% 0.65% 25.93% 0.88, 1.88, 2.88 $ 21.54 0% 0.14% 16.90% 0.88 18.78 0% 0.16% 38.31% 0.87 Year Ended December 31, 2013 2012 The Company recognized expense associated with its equity awards of $17.9 million, $18.9 million and $17.9 million, for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, the Company had $25.7 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 3.0 years. The Company maintains a 401(k) retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation (capped at $170,000 per the plan), is fully vested and funded as of December 31, 2014. The Company’s contributions to the plan were $2.2 million, $2.1 million, and $2.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.  The Company recognized severance costs associated with employee terminations during the years ended December 31, 2014, 2013 and 2012 of $6.3 million, $4.3 million and $5.8 million, respectively. 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. 101 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Reconciliation between GAAP Net Income and Federal Taxable Income: The following table reconciles GAAP net income to taxable income for the years ended December 31, 2014, 2013 and 2012 (in thousands): 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 . . . . . . . . . . . . Capitalized leasing/legal commissions . . . . . . . . . . . . . . . . . . . . . . . . Deferred/prepaid/above and below market rents, net . . . . . . . . . . . Fair market value debt amortization . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . Cumulative foreign currency translation adjustment & deferred 2014 (Estimated) 424,001 $ (13,110) 410,891 39,620 (13,576) (20,487) (7,419) (681) (1,078) (5,144) 33,268 (152,613) (17,387) $ 2013 (Actual) 2012 (Actual) $ 236,281 (5,950) 230,331 32,906 - (11,985) (3,510) (3,047) (2,247) (255) (11,928) 36,896 (31,130) 266,073 (5,249) 260,824 37,492 (12,986) (16,050) (2,977) (741) (200) 1,774 60,441 (77,853) - tax adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,608 5,095 - Book adjustment to property carrying values and marketable equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxable currency exchange (loss)/gain, net . . . . . . . . . . . . . . . . . . . . Book/tax differences on capitalized costs . . . . . . . . . . . . . . . . . . . . . Repair regulation deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from taxable REIT subsidiaries . . . . . . . . . . . . . . . . . . . . . GAAP change in control gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other book/tax differences, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted REIT taxable income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,956 (73,138) 5,498 (95,033) 66,745 (107,235) (1,052) 300,743 $ 22,811 (25,958) 4,607 - 2,980 9,147 (4,822) 249,891 $ 2,656 (2,620) 5,781 - 2,304 (15,555) 502 242,792 $ 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, 2014, 2013 and 2012 cash dividends paid exceeded the dividends paid deduction and amounted to $427,873, $400,354, and $382,722, respectively. 102 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, 2014, 2013 and 2012, (in thousands): 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 . . . . . . . . . . . . . . . . . . . . . . . Common Dividends Ordinary income . . . . . . . . . . . . . . . . . . . Capital Gain . . . . . . . . . . . . . . . . . . . . . . . Return of capital . . . . . . . . . . . . . . . . . . . Total dividends distributed . . . . . . . . . . $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2014 2013 2012 - - - - - - 6,762 5,313 12,075 13,440 10,560 24,000 6,930 5,445 12,375 -% $ -% -% $ -% $ -% -% $ 56% $ 44% 100% $ 56% $ 44% 100% $ 56% $ 44% 100% $ - - - - - - 8,694 3,381 12,075 17,280 6,720 24,000 8,910 3,465 12,375 -% $ -% -% $ -% $ -% -% $ 72% $ 28% 100% $ 72% $ 28% 100% $ 72% $ 28% 100% $ 5,513 4,331 9,844 56% $ 44% 100% $ 6,064 2,358 8,422 72% $ 28% 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 - - - 133,048 103,483 133,048 369,579 427,873 36% $ 28% 36% 100% $ $ 158,001 61,827 123,654 343,482 400,354 46% $ 18% 36% 100% $ $ 222,751 15,469 71,156 309,376 382,722 94% 6% 100% 94% 6% 100% 94% 6% 100% 94% 6% 100% 94% 6% 100% -% -% -% 72% 5% 23% 100% Taxable REIT Subsidiaries (“TRS”) and Taxable Entities: 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. 103 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company is subject to taxes on its activities in Canada, Mexico, and Chile. 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 and Mexico generally are not subject to withholding tax. The Company does not anticipate the need to repatriate foreign funds from Chile 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 on the distribution of any proceeds from sale transactions. The Company is subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and not in the Company’s U.S. taxable REIT subsidiaries. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries. 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. 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, 2014, 2013, and 2012, 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)/benefit . . . . . . . . . . . . . . . . . . . . . . . 2014 2013 2012 $ 22,176 $ (4,849) $ 8,390 (522) (7,156) (7,678) (165) (1,223) (1,388) (9,066) 13,110 116,184 (18,131) (6,749)  (24,880) $ $ $ $ (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 7,029 104 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The Company’s deferred tax assets and liabilities at December 31, 2014 and 2013, were as follows (in thousands): 2014 2013 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 68,702 51,142 3,843 3,899 3,995 11 10,566 (25,045) (9,257) 107,856 (25,503) (6,812) 75,541 $ $ 50,133 72,716 6,214 3,773 3,867 - 50,920 (25,045) (38,667) 123,911 (21,302) (11,367) 91,242 As of December 31, 2014, the Company had net deferred tax assets of $75.5 million comprised of (i) $43.2 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 $25.5 million of deferred tax liabilities, (ii) $19.8 million and $6.3 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) $3.8 million for losses deferred for federal and state income tax purposes for transactions with related parties, (iv) $3.9 million for tax credit carryovers, (v) $4.0 million for capital loss carryovers, and (vi) $1.3 million of deferred tax assets related to its investments in Canada and Latin America, net of a valuation allowance of $9.3 million and deferred tax liabilities of $6.8 million. General business tax credit carryovers of $1.5 million within KRS expire during taxable years from 2027 through 2033, and alternative minimum tax credit carryovers of $2.4 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 liabilities of $5.5 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. 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, 2014 and 2013. 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, 2014, KRS produced $27.4 million of taxable income and utilized $27.4 million of its $72.8 million net operating loss carryovers. For the year ended December 31, 2013, KRS produced $64.3 million of net operating loss carryovers which expire in 2033 and $10.0 million of capital loss carryforwards that expire in 2018. At December 31, 2014 and 2013, FNC had $94.4 million and $108.4 million, respectively, of net operating loss carryovers which expire from 2021 through 2024. 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. 105 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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, 2014, the Company had total deferred tax assets of $9.5 million relating to its Latin American investments with an aggregate valuation allowance of $9.3 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, 2014, the Company determined that no valuation allowance was needed against a $65.5 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 seven years. The Company can employ 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 $65.5 million (excluding net deferred tax assets of FNC discussed above) will be realized and therefore, no valuation allowance is needed at December 31, 2014. 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. Provision/(benefit) differ from the amounts computed by applying the statutory federal income tax rate to taxable income before income taxes as follows (in thousands): Federal provision/(benefit) at statutory tax rate (35%) . . . . . . . . . State and local provision/(benefit), net of federal benefit . . . . . . Acquisition of FNC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total tax provision/(benefit) – U.S. . . . . . . . . . . . . . . . . . . . . . . . $ $ 7,762 1,304 - - 9,066 $ $ (1,697) (205) (9,126) 229 (10,799) $ $ 2,936 230 - (25) 3,141 2014 2013 2012 106 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 believes it can assert a 100 percent “penalty” tax pursuant to Section 857(b)(7) of the Code and disallow 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 and its outside counsel have considered the IRS’ assessment and believe that there is sufficient documentation establishing a valid business purpose for the transfer, including recent case history showing support for similar positions. Accordingly, 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. An appeals hearing was attended by Management and its attorneys, the IRS Compliance Group and an IRS Appeals Officer in November, 2014, at which time IRS Compliance presented arguments in support of their position, as noted herein. Management and its attorneys presented rebuttal arguments in support of its position. The matter is currently under consideration by the Appeals Officer. 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. During 2013, 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, 2014, will significantly increase or decrease within the next 12 months. As of December 31, 2014, the Company’s Canadian uncertain tax positions, which reduce its deferred tax assets, aggregated $10.4 million. 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 2008 through 2014 and vary by jurisdiction and issue. The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2014 and 2013 were as follows (in thousands): Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increases for tax positions related to current year . . . . . . . . . . . . . . . . . . . . . . . . . Reduction due to adoption of ASU 2013-11(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 4,590 59 - 4,649 $ $ 16,890 15 (12,315) 4,590 2014 2013 (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. 107 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, 2014 and 2013: Balance as of January 1, 2013 . . . . . . . . . . . . . . . . . . . . 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) $ Unrealized Gains on Available-for- Sale Investments $ 19,222 (10,668) 5,095 (a) (5,573) (90,977) $ $ 16,205 (9,432)(b) 6,773 25,995 Total (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. Balance as of January 1, 2014 . . . . . . . . . . . . . $ Other comprehensive income Foreign Currency Translation Adjustments (90,977) Unrealized Gains on Available-for- Sale Investments $ 25,995 $ Unrealized Gain/(Loss) on Interest Rate Swaps - Total $ (64,982) before reclassifications . . . . . . . . . . . . . . . . Amounts reclassified from AOCI . . . . . . . . . . Net current-period other (43,045) 134,351 (c) 20,202 - (1,404) - (24,247) 134,351 comprehensive income . . . . . . . . . . . . . . . Balance as of December 31, 2014 . . . . . . . . . $ 91,306 329 $ 20,202 46,197 $ (1,404) (1,404) $ 110,104 45,122 (c) During 2014, the Company recognized a cumulative foreign currency translation loss as a result of the substantial liquidation of the Company’s investment in Mexico and Peru. Amounts were reclassified on the Company’s Consolidated Statements of Income as follows (i) $92.9 million of loss was reclassified to Impairment/loss on operating properties sold, net of tax, within Discontinued operations (ii) $47.3 million of loss was reclassified to Equity in income of joint ventures, net and (iii) $5.8 million of a loss was reclassified to Net income attributable to noncontrolling interest. At December 31, 2014, the Company had a net $0.3 million, of unrealized cumulative foreign currency translation adjustment (“CTA”) gains relating to its foreign entity investments in Canada and Chile. The CTA is comprised of $15.2 million of unrealized gains relating to its Canadian investments and $14.9 million of unrealized losses relating to its Chilean investment. 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 and as such, the Company may, in the near term, substantially liquidate its remaining investment in Chile, which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings. 108 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 23. Supplemental Financial Information: The following represents the results of income, expressed in thousands except per share amounts, for each quarter during the years 2014 and 2013: Revenues from rental properties (1) . . . . . . . . . Net income attributable to the Company . . . . Net income per common share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenues from rental properties (1) . . . . . . . . . Net income attributable to the Company . . . . Net income per common share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mar. 31 June 30 Sept. 30 Dec. 31 2014 (Unaudited) $ $ $ $ $ $ $ $ 219,152 87,000 0.18 0.18 Mar. 31 199,467 67,770 0.13 0.13 $ $ $ $ $ $ $ $ 237,432 89,512 0.18 0.18 $ $ $ $ 246,555 194,708 0.44 0.44 2013 (Unaudited) June 30 Sept. 30 203,080 51,139 0.09 0.09 $ $ $ $ 205,300 55,763 0.10 0.10 $ $ $ $ $ $ $ $ 255,749 52,781 0.09 0.09 Dec. 31 217,363 61,609 0.11 0.11 (1) All periods have been adjusted to reflect the impact of operating properties sold during 2014 and 2013, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Income. 24. Captive Insurance Company: In October 2007, the Company formed a wholly-owned captive insurance company, Kimco Insurance Company, Inc., (“KIC”), which provides general liability insurance coverage for all losses below the deductible under our third-party policy. The Company entered into the Insurance Captive as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate, like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms. The Company assumes occurrence basis general liability coverage for the Company and its affiliates under the terms of the reinsurance agreement entered into by the Company and the reinsurance provider. From October 1, 2007 through October 1, 2015, KIC assumes 100% of the first $250,000 per occurrence risk layer. This coverage is subject to annual aggregates ranging between $7.8 million and $11.0 million per policy year. The annual aggregate is adjustable based on the amount of audited square footage of the insureds’ locations and can be adjusted for subsequent program years. Defense costs erode the stated policy limits. KIC is required to pay the reinsurance provider for unallocated loss adjustment expenses an amount ranging between 9.5% and 12.2% of incurred losses for the policy periods ending October 1, 2008 through October 1, 2015. These amounts do not erode the Company’s per occurrence or aggregate limits. As of December 31, 2014 and 2013, the Company maintained an uncollateralized letter of credit in the amount of $22.0 million issued in favor of the reinsurance provider to provide security for the Company’s obligations under its agreement with the reinsurance provider. The letter of credit maintained as of December 31, 2014, has an expiration date of February 15, 2015, with automatic renewals for one year. 109 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Activity in the liability for unpaid losses and loss adjustment expenses for the years ended December 31, 2014 and 2013, is summarized as follows (in thousands): Balance at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Incurred related to: Current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Paid related to: Current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2014 2013 $ 17,602 $ 19,884 7,281 (1,671) 5,610 (1,497) (3,637) (5,134) 18,078 $ 6,679 (3,574) 3,105 (475) (4,912) (5,387) 17,602 As a result in changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses decreased for the years ended December 31, 2014 and 2013 by $1.7 million and $3.6 million, respectively, which was primarily due to continued regular favorable loss development on the general liability coverage assumed. 25. 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 2014. 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, 2014 and 2013, adjusted to give effect to these transactions at the beginning of 2013 and 2012, 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 2013, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year ended December 31, 2014 2013 $ $ $ $ $ 1,012.5 431.5 363.4 0.89 0.88 $ $ $ $ $ 954.6 394.7 323.4 0.79 0.79 26. Subsequent Events: On February 2, 2015, the Company, through its wholly-owned subsidiary, KUBS Income Fund I L.P., purchased the remaining 66.7% interest in the 39-property Kimstone portfolio for a gross purchase price of $1.4 billion, including the assumption of $638.0 million in mortgage debt. The Company is evaluating this transaction pursuant to the FASB’s Consolidation guidance and as such anticipates recognizing a gain, due to a change in control, from the fair value adjustment associated with the Company’s original ownership, ranging from $130.0 million to $140.0 million. The Company’s estimate of its purchase price allocation to the assets acquired and liabilities assumed is based upon their preliminary fair values at February 2, 2015. The fair values of the lease intangibles acquired were measured in a manner consistent with our purchase price allocation policy described in Footnote 1. The following 110 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the acquisition based upon the Company’s current best estimate. The Company is in the process of finalizing its assessment of the fair value of the assets acquired and liabilities assumed (in thousands). Preliminary Purchase Price Allocation (Unaudited) Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Below Market Rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Above Market Rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . In-Place Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Building Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tenant Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage Fair Value Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 377,319 796,269 (62,109) 30,588 142,598 106,271 20,785 (24,221) 1,387,500 The pro forma financial information set forth below is based upon the Company’s historical Consolidated Statements of Income for the year ended December 31, 2014, adjusted to give effect to (i) acquisitions and dispositions of interests in certain operating properties during 2014 and (ii) the Kimstone transaction described above, as if these transactions occurred January 1, 2014. Pro Forma Financial Information, amounts presented in millions, except per share figures (Unaudited): 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: Year ended December 2014 1,123.8 $ 425.6 $ 357.6 $ Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 0.87 0.87 111 KIMCO REALTY CORPORATION AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For Years Ended December 31, 2014, 2013 and 2012 (in thousands) Balance at beginning of period Charged to expenses Adjustments to valuation accounts Deductions Balance at end of period Year Ended December 31, 2014 Allowance for uncollectable accounts . . . . . $ Allowance for deferred tax asset . . . . . . . . . . $ 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 . . . . . . . . . . $ 10,771 $ 63,712 $ 3,886 $ - $ - $ (29,410) $ (4,289) $ $ - 10,368 34,302 16,402 $ 71,912 $ 3,521 $ - $ - $ (8,200) $ (9,152) $ $ - 10,771 63,712 18,059 $ 66,520 $ 6,309 $ - $ - 5,392 $ $ (7,966) $ $ - 16,402 71,912 112 I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A I I N O T A C E R P E D I I N O T A C E R P E D I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I I I 3 5 4 , 3 7 1 , 9 4 7 0 2 , 6 1 8 , 4 0 6 6 , 9 8 9 , 3 5 5 9 7 , 3 1 4 , 8 3 5 6 8 , 5 7 5 , 5 1 8 8 0 , 4 3 6 , 8 2 9 0 8 , 3 0 4 , 6 3 6 7 , 1 5 9 , 8 1 E V O R G E H T 2 5 2 , 1 0 1 , 4 1 1 2 6 5 , 8 9 0 , 8 3 3 1 8 , 9 9 1 , 2 5 1 1 2 8 , 1 9 8 , 1 5 1 2 9 9 , 7 0 3 3 1 8 , 9 9 1 , 7 3 1 - 3 3 1 , 5 1 0 , 1 0 7 7 , 4 7 3 , 7 4 1 6 , 7 9 7 , 5 1 1 0 7 , 1 0 6 , 5 3 3 8 4 , 3 2 2 7 , 5 4 4 4 6 , 6 4 5 , 9 8 5 8 , 4 7 6 , 6 5 1 6 , 8 1 0 , 1 2 9 4 , 0 2 4 , 7 3 3 2 , 6 4 1 5 0 , 4 3 6 8 5 2 , 4 4 3 , 5 2 2 8 5 , 7 9 2 , 7 1 9 5 5 , 6 7 2 , 2 4 1 4 5 , 6 1 2 , 6 3 2 8 3 , 2 7 9 1 4 4 , 6 8 7 , 6 7 7 6 , 6 4 0 , 8 8 1 0 , 0 6 0 , 6 ) 0 8 9 , 9 9 2 , 8 ( - 4 6 0 , 0 3 1 0 4 0 , 6 6 3 5 , 1 6 2 7 8 9 , 3 0 5 2 4 5 , 1 9 2 , 7 1 5 0 0 , 5 5 9 , 5 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D ) C ( 7 0 0 2 4 0 0 2 8 0 0 2 5 0 0 2 4 0 0 2 8 0 0 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 4 1 0 2 8 9 9 1 8 9 9 1 8 9 9 1 8 0 0 2 6 0 0 2 4 1 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 4 1 0 2 9 0 0 2 6 0 0 2 5 0 0 2 - - - - - - - - - - - - - - - - - - - - - 2 6 3 , 4 4 0 , 1 4 8 7 , 5 2 4 , 5 1 - 8 8 1 , 1 7 4 , 8 1 4 7 , 7 4 9 , 0 3 8 8 7 , 3 3 8 , 3 2 - - - 0 9 0 , 1 1 7 , 6 0 0 0 , 0 0 0 , 6 8 0 4 , 9 7 2 , 9 1 - - - ) A ( S E C N A R B M U C N E 9 3 4 , 7 8 5 0 8 , 6 8 0 , 4 1 3 9 4 , 2 2 6 , 7 0 9 8 , 3 7 5 , 0 2 8 6 1 , 7 5 6 , 8 8 7 6 , 7 0 5 , 7 4 7 8 , 9 7 3 , 8 2 6 2 3 , 3 5 7 , 7 2 7 1 8 , 9 0 7 , 4 1 5 8 2 , 7 2 2 , 4 4 5 5 , 2 6 7 , 7 3 6 3 , 9 6 0 , 0 1 6 6 4 , 8 4 6 , 6 1 7 8 3 , 4 2 9 , 4 9 2 3 , 6 1 5 , 0 2 9 8 4 , 6 5 1 , 0 3 9 1 3 , 3 4 5 , 7 4 3 9 8 , 5 7 8 , 2 1 3 9 1 , 4 6 4 , 1 6 5 5 5 , 4 5 7 , 8 3 3 6 7 , 5 9 3 , 4 3 5 1 2 , 7 7 5 3 5 , 0 2 4 , 7 6 1 5 , 1 4 5 , 3 1 2 1 , 3 8 0 , 7 6 5 7 , 3 0 0 , 5 7 1 5 , 5 1 5 , 2 8 6 6 , 3 0 8 , 2 2 2 1 , 4 1 9 , 2 2 8 0 , 7 0 6 0 , 4 6 2 4 8 5 , 2 8 0 , 1 6 5 0 , 9 3 2 9 7 , 6 4 1 , 1 7 1 3 , 2 0 8 , 8 7 1 3 , 0 3 3 , 0 1 5 7 7 , 8 3 9 , 3 1 1 2 7 , 8 2 0 , 6 2 2 4 2 , 0 5 0 , 6 2 6 1 , 8 1 8 , 6 1 9 2 4 , 8 9 3 8 4 7 , 7 2 3 , 7 7 6 3 , 4 3 2 , 4 8 3 1 , 5 4 8 , 8 7 0 6 , 5 9 3 7 6 , 7 1 4 , 6 0 6 7 , 8 3 1 , 4 5 6 4 , 7 2 4 , 2 5 3 0 , 1 ) 2 9 3 , 1 2 ( 4 5 6 , 4 6 1 4 5 6 , 4 6 1 - 0 4 3 , 7 0 5 , 1 2 3 2 3 , 6 0 4 , 7 1 9 0 0 , 4 6 1 , 1 1 3 8 2 , 8 4 1 , 9 1 1 0 , 7 5 6 , 7 2 1 4 1 , 9 7 0 , 3 2 4 2 9 , 0 6 6 , 3 1 3 8 5 , 0 1 2 , 1 1 4 9 1 , 3 2 0 , 0 1 4 9 1 , 5 9 7 , 8 2 4 5 , 3 8 1 , 1 3 8 8 9 , 0 2 5 , 5 2 8 4 4 , 7 6 6 , 0 3 6 7 1 , 6 0 8 , 6 2 7 1 0 , 1 0 1 , 4 6 2 7 , 5 1 0 , 2 9 6 8 , 7 7 5 , 4 1 4 3 , 0 5 4 , 2 0 0 0 , 8 2 2 , 1 4 5 5 , 2 6 6 , 5 2 7 2 , 1 6 8 , 3 6 4 1 , 6 1 1 9 6 , 5 9 9 4 7 7 , 1 2 0 , 5 7 6 5 , 2 6 0 , 1 7 3 5 , 8 0 4 , 1 0 0 5 , 0 2 6 6 7 , 9 3 5 3 8 9 , 4 0 6 , 5 8 0 5 , 8 4 1 2 3 6 , 0 1 4 , 6 1 9 0 5 , 6 2 1 , 4 3 4 9 , 9 6 2 , 1 2 6 4 0 , 2 0 8 , 9 4 9 6 , 4 7 7 , 8 3 2 2 , 1 8 9 , 4 2 1 0 9 , 0 0 2 , 8 1 7 7 8 , 3 7 9 , 4 1 5 0 4 , 4 3 9 , 3 2 7 4 , 9 3 0 , 1 1 9 5 5 , 5 6 8 , 2 3 8 6 , 5 0 4 , 3 5 5 1 , 6 1 2 , 1 1 4 0 2 , 9 3 9 , 7 3 8 7 , 0 5 4 , 5 2 4 4 1 , 5 5 4 , 0 2 3 4 4 , 3 6 9 , 4 6 6 2 , 9 6 6 , 3 6 4 6 , 6 4 8 , 0 3 0 5 2 , 2 7 9 , 4 2 4 6 2 , 5 9 0 , 4 4 1 2 5 , 4 3 6 , 7 3 1 5 9 , 6 7 2 , 3 9 3 6 , 5 9 9 , 4 6 7 1 , 4 9 2 , 1 6 9 3 , 4 7 8 , 5 3 4 7 , 0 6 4 , 6 - 1 8 8 , 7 9 1 7 8 5 , 2 7 4 0 6 0 , 6 9 4 , 1 0 9 1 , 6 7 4 , 3 2 8 6 3 , 1 7 7 , 1 1 3 5 1 , 3 6 8 , 5 2 2 7 5 , 4 9 5 6 0 , 9 3 4 , 6 3 2 3 , 1 4 7 , 7 7 5 5 , 2 8 9 , 9 1 6 6 2 , 9 6 6 , 3 9 0 9 , 7 4 5 , 7 2 3 7 6 , 8 8 2 , 7 1 8 5 , 6 3 8 , 4 3 5 3 1 , 9 0 1 , 5 2 6 4 4 , 7 2 7 , 9 5 4 7 , 0 3 3 0 9 3 , 8 7 7 , 4 2 6 4 4 , 7 2 7 , 9 1 1 0 , 5 1 5 , 0 2 9 3 5 , 2 7 3 , 8 3 9 6 , 3 6 7 , 4 2 8 1 7 , 4 7 5 , 9 9 3 0 , 9 1 1 , 2 3 7 5 5 , 7 8 0 , 1 2 6 2 1 , 8 7 5 , 6 1 1 1 8 , 7 3 5 , 0 4 1 2 1 , 4 6 9 , 2 8 3 2 , 2 0 8 , 2 7 7 7 , 4 7 1 , 1 1 7 8 4 , 6 9 8 , 7 3 3 1 , 9 7 4 , 3 2 3 3 1 , 5 5 1 , 9 1 0 5 6 , 1 3 8 , 2 1 2 4 3 , 5 9 5 , 7 3 3 6 6 , 6 0 7 , 0 3 1 6 7 , 3 8 2 6 1 4 , 0 0 7 , 2 0 2 5 , 5 7 1 , 4 3 3 9 , 9 1 5 , 3 1 6 5 6 , 5 1 9 , 2 1 4 3 1 , 5 7 2 , 2 1 1 7 2 , 0 6 1 , 8 0 0 8 , 2 0 4 , 2 3 3 7 4 , 8 8 9 , 3 2 6 7 0 , 3 6 2 , 5 2 8 9 2 , 3 0 0 , 6 1 9 5 0 , 8 9 0 , 0 3 9 5 0 , 8 9 9 , 8 2 0 0 0 , 4 2 3 , 4 0 9 2 , 8 7 2 , 3 0 8 6 , 8 8 8 , 6 3 6 8 , 4 1 1 , 4 8 2 3 , 4 1 4 , 8 8 7 7 , 9 5 2 , 9 0 0 0 , 0 0 1 , 1 0 8 4 , 6 3 1 , 1 3 5 6 , 8 1 0 , 8 1 7 8 6 , 7 3 8 7 8 , 4 6 8 , 7 ) 4 6 3 , 1 8 4 , 6 ( 5 6 9 , 9 5 2 , 5 3 6 1 4 , 9 9 4 5 5 0 , 2 3 1 9 0 5 , 3 0 4 3 7 9 , 8 3 8 , 6 5 5 8 , 0 6 6 , 7 8 1 4 , 6 5 8 , 3 2 0 9 7 , 9 9 5 , 5 1 6 8 0 , 9 5 1 , 2 2 2 4 8 , 4 7 5 , 0 4 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 2 3 , 4 1 4 , 8 8 7 7 , 9 5 2 , 9 0 0 0 , 0 0 1 , 1 7 6 4 , 3 5 4 , 3 5 7 6 4 , 3 5 5 , 0 4 0 0 0 , 0 0 9 , 2 1 ) 5 7 3 , 1 2 ( 0 0 0 , 0 0 9 , 2 1 I E G D R H T R O N I D A Z A L P 5 3 1 , 6 2 9 , 8 1 8 9 8 , 8 1 3 , 3 1 7 3 2 , 7 0 6 , 5 7 8 7 , 6 3 7 4 3 , 9 8 2 , 3 1 5 5 3 , 2 8 2 , 8 7 6 5 2 , 6 9 3 , 8 5 9 9 0 , 6 8 8 , 9 1 7 3 3 , 1 6 8 , 1 1 9 1 9 , 4 3 5 , 6 4 4 8 9 , 2 5 1 , 9 3 0 8 6 , 7 4 9 , 8 2 5 0 3 , 5 0 2 , 0 1 1 6 4 , 3 1 1 1 5 , 3 2 7 , 1 4 9 5 8 , 5 3 7 , 1 3 2 5 6 , 7 8 9 , 9 7 7 1 , 3 1 2 , 1 9 1 2 , 4 3 9 , 8 2 4 2 5 , 4 3 5 , 0 3 0 0 0 , 0 0 6 , 5 9 9 0 , 6 8 8 , 9 1 5 0 3 , 5 0 2 , 0 1 0 1 8 , 5 7 9 , 9 0 4 0 , 2 7 5 , 3 7 5 7 0 , 1 1 2 , 0 6 5 6 9 , 0 6 3 , 3 1 2 2 6 , 7 3 8 , 6 3 5 4 , 3 7 3 , 3 5 5 6 9 , 0 6 3 , 3 1 A Z A L P S L L I H A N O R O C 5 9 5 , 8 1 3 , 9 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 1 0 5 , 4 2 3 , 5 1 4 3 , 0 5 4 , 2 0 0 0 , 8 2 2 , 1 4 5 5 , 2 6 6 , 5 4 6 5 , 1 6 8 , 6 5 3 6 , 2 0 7 , 8 0 6 7 , 8 3 1 , 4 5 6 4 , 7 2 4 , 2 1 5 9 , 6 7 2 , 3 9 3 6 , 5 9 9 , 4 6 7 1 , 4 9 2 , 1 6 9 3 , 4 7 8 , 5 3 4 7 , 0 6 4 , 6 S L L A M O T U A R E L D N A H C E G A R M L E I H T R O N S N O I L I V A P A S E M R E T N E C N W O T I V A L A T W E I V R E V I R A S E M H T U O S - S N O I L L I V A P A S E M H T R O N A Z A L P N E D Y A H E R A U Q S O R T E M L O S L E D A Z A L P I I E D S N A T N U O M @ A Z A L P N O Y N A C . N - K A E P E L C A N P I H C N A R S D A O R S S O R C E G A L L I V Y E L L A V H T R O N R E T N E C L I 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 M U R T C E P S E S R P R U S I 113 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 1 4 5 - A Z A L P O C T S O C A Z A L P D O O W E K A L A Z A L P N O S D A M I 4 4 5 - A Z A L P Y A W D A O R B R E T N E C G N P P O H S I E G A L L I V D N A B A L E G A L L I I V O N T R E P U C A Z A L P Y T N U O C H T R O N S D A O R S S O R C O C H C I E C A L P T E K R A M S L L I H A N O R O C R E T N E C Y R T N U O C D L O G I G N P P O H S K R A P R E V I R R E T N E C 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 N W O T E N R E V A L A Z A L P N H A H H T E N N E K E C A L P T E K R A M A P A N H T U O S . . I C S R A F O T A V O N   I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( S E C N A R B M U C N E , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A I I N O T A C E R P E D I I N O T A C E R P E D I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D 4 1 0 2 5 0 0 2 9 0 0 2 4 1 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 4 1 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 4 1 0 2 8 9 9 1 1 1 0 2 4 1 0 2 8 9 9 1 8 9 9 1 - - - - - - - 2 1 2 , 0 6 4 , 6 6 4 9 , 7 2 8 , 5 1 - - - - - 6 4 9 , 9 1 1 , 4 1 - 1 8 0 , 9 2 8 , 2 6 8 1 , 5 8 8 , 0 2 - 5 5 2 , 0 6 2 , 4 2 5 5 5 , 1 8 5 , 1 1 5 5 1 , 8 7 2 , 1 2 - - - - - 1 9 5 , 2 8 8 , 5 2 2 6 , 2 1 7 , 9 1 - - - - - - 8 9 8 , 8 9 0 , 9 0 9 1 , 2 0 4 , 2 5 3 5 , 7 2 5 4 7 2 , 1 8 7 , 2 9 6 3 , 1 0 3 , 7 6 5 6 , 2 8 1 , 1 2 8 5 1 , 1 1 6 , 6 2 3 9 5 , 5 7 4 , 9 9 5 9 , 3 0 3 , 4 1 0 0 7 , 6 8 7 , 3 2 8 0 , 9 2 7 , 5 5 0 1 , 3 9 9 , 7 2 0 7 1 , 0 8 2 , 5 1 2 5 7 , 4 9 1 , 6 2 1 4 1 , 4 0 1 , 6 2 3 7 0 , 6 3 6 , 2 3 1 7 5 , 5 6 1 , 4 3 2 8 3 , 3 9 2 , 2 1 8 9 7 , 1 2 6 , 4 0 6 4 , 7 6 3 , 5 1 2 9 , 1 9 2 , 2 9 7 0 , 3 0 9 , 8 2 8 9 9 , 5 6 5 , 3 2 3 4 6 , 5 3 3 7 8 5 , 2 9 8 , 2 0 9 5 , 4 0 0 , 5 3 8 1 , 5 1 4 , 2 9 8 3 , 5 8 1 , 3 6 7 0 , 0 5 7 4 8 3 , 1 5 0 , 3 6 1 6 , 0 8 2 3 9 8 , 6 7 5 , 1 3 1 0 , 7 7 1 , 3 8 5 2 , 7 7 1 , 2 4 8 5 , 7 1 9 4 9 7 , 6 6 9 0 0 3 , 3 1 0 9 7 , 5 7 8 , 2 2 2 5 , 8 6 5 , 2 2 7 2 , 5 5 3 5 1 7 , 1 7 9 , 2 3 5 1 6 , 4 7 3 , 4 2 7 5 1 , 8 5 0 , 7 3 1 1 5 , 2 6 7 , 9 2 2 7 9 , 7 9 2 , 7 1 9 0 5 , 3 0 1 , 5 1 1 8 9 , 6 3 0 , 7 8 4 8 , 2 5 5 , 8 4 6 6 , 8 8 8 , 5 1 8 2 , 2 5 0 , 7 0 0 1 , 7 9 5 , 8 6 4 6 , 5 9 2 , 7 3 6 4 , 4 9 1 , 2 7 1 3 , 8 4 1 , 1 8 6 5 , 0 0 5 , 1 - 0 0 0 , 0 1 2 2 5 , 7 1 2 , 6 5 1 4 , 0 8 2 , 1 7 7 1 , 2 7 8 5 1 6 , 4 7 3 , 4 2 1 1 5 , 2 5 7 , 9 2 7 8 9 , 5 8 8 , 8 9 4 2 , 8 0 6 , 4 3 0 1 , 0 8 1 , 6 1 3 2 , 8 2 0 , 2 2 6 4 8 , 3 9 0 , 3 1 5 8 3 , 4 3 9 , 8 5 6 3 , 9 9 5 5 7 1 , 6 9 4 , 6 1 4 7 5 , 3 5 4 , 5 0 5 1 , 8 0 8 7 6 1 , 8 5 3 , 4 2 8 3 , 8 7 4 , 0 1 3 1 5 , 4 8 7 , 4 3 8 9 , 6 4 6 0 3 3 , 2 5 5 , 3 6 8 8 , 4 2 2 , 9 4 1 9 , 9 5 3 , 3 2 9 1 8 , 6 4 0 , 0 2 7 7 1 , 3 9 3 , 0 1 8 5 6 , 2 8 3 , 8 3 5 7 , 0 7 2 , 5 1 6 1 9 , 5 5 7 , 1 1 0 0 0 , 0 0 8 , 3 1 7 8 , 4 0 6 , 8 0 0 0 , 0 6 6 , 2 5 9 2 , 8 7 0 , 7 7 2 6 , 1 6 5 , 0 3 8 5 8 , 8 7 7 , 0 2 2 4 4 , 5 3 6 , 5 1 2 4 4 , 5 3 6 , 5 1 - 1 6 0 , 9 6 6 7 6 1 , 1 6 1 7 3 8 , 5 0 8 7 9 4 , 3 5 2 , 1 5 9 0 , 3 1 3 , 3 1 8 0 , 7 3 3 , 5 9 1 5 , 0 1 0 , 2 7 3 8 , 4 1 5 , 3 0 0 0 , 0 4 1 , 1 6 7 5 , 6 2 5 , 1 9 6 7 , 2 8 7 , 9 ) 9 9 4 , 8 8 6 , 1 ( 3 1 8 , 8 1 7 , 5 - 0 8 6 , 9 1 3 8 0 6 , 9 9 5 , 1 3 8 9 , 6 4 6 0 5 6 , 2 3 2 , 3 8 7 2 , 5 2 6 , 7 ) 0 4 7 , 2 2 ( 9 5 5 , 9 6 0 , 0 2 4 7 5 , 1 2 ) 3 8 2 , 2 1 8 ( - - - ) 4 6 6 ( 1 2 2 , 4 5 9 6 3 9 , 9 7 5 , 1 2 4 8 0 , 1 6 3 , 8 6 1 9 , 5 5 7 , 1 1 0 0 0 , 0 6 6 , 2 4 7 0 , 4 2 1 , 6 2 2 5 , 9 7 7 , 0 2 2 4 4 , 5 3 6 , 5 1 1 0 4 , 2 7 5 , 0 1 6 4 4 , 8 7 4 , 3 1 3 5 1 , 7 6 7 , 6 3 4 8 1 , 1 6 9 , 0 3 7 8 5 , 2 8 5 , 9 3 9 1 6 , 7 7 8 , 1 3 9 6 9 , 5 0 8 , 5 8 6 9 , 4 0 7 , 7 0 6 1 , 3 1 6 , 7 9 7 9 , 9 7 0 , 1 4 2 0 , 8 4 3 , 3 2 0 4 6 , 7 9 7 , 0 3 0 0 1 , 7 9 5 , 8 6 4 6 , 5 9 2 , 7 3 6 4 , 4 9 1 , 2 7 1 3 , 8 4 1 , 1 8 6 5 , 0 0 5 , 1 0 9 6 , 2 3 9 , 4 0 6 2 , 3 2 4 , 1 7 6 1 , 1 6 1 7 3 8 , 5 0 8 7 9 4 , 3 5 2 , 1 5 9 0 , 3 1 3 , 3 - 7 2 4 , 5 3 1 , 8 9 1 5 , 0 1 0 , 2 7 3 8 , 4 1 5 , 3 0 0 0 , 0 4 1 , 1 6 7 5 , 6 2 5 , 1 9 6 7 , 2 8 7 , 9 9 6 9 , 5 0 8 , 5 8 6 9 , 4 0 7 , 7 T E E R T S H T 8 3 T S E W R E V N E D A Z A L P D O O W E L G N E S N O M M O C Y E L E E R G H C N A R S D N A L H G H I . . C S E G A L L I V . . C S S N I L L O C T R O F T S E W R E T N E C E G A L L I V I I H C N A R S D N A L H G H I L E C R A P H C N A R S D N A L H G H I . . C S K E E R C G N R P S I R E T N E C I G N P P O H S E G D R H T R O N I E G A L L I V D O O W E K A L H C N A R I V A S K R A P E H T N O E G A L L I V . . C S E C A L P Y C N U Q I . . C S K N A B T S A E K R A P H T U O S T A T E K R A M I G N P P O H S M R A F T S E W R E T N E C A Z A L P T O P E D E M O H . . C S N W O T W E N . . C S T S E W E G A T R E H I 1 6 3 , 2 0 5 , 2 5 1 6 6 , 9 6 2 , 0 2 0 2 1 , 4 2 9 , 7 9 1 8 , 9 4 2 , 0 4 7 9 3 , 6 6 1 , 8 6 0 8 , 4 3 0 , 5 1 8 7 6 , 2 7 1 , 8 1 5 6 , 9 4 4 , 2 1 5 2 7 , 1 0 0 , 1 3 8 3 2 , 0 0 9 , 5 1 2 5 0 , 9 3 3 , 3 1 1 5 9 , 3 8 5 , 6 3 9 1 1 , 2 8 5 , 4 9 5 1 7 , 6 7 2 , 6 5 2 4 , 7 6 5 , 1 7 1 4 , 0 5 1 , 7 8 4 0 , 3 4 8 5 7 4 , 7 5 3 2 7 7 , 1 7 7 , 2 6 1 8 , 2 0 9 , 7 8 4 4 , 5 7 7 , 1 5 8 4 , 6 8 6 , 2 6 8 7 , 9 6 0 , 4 5 4 9 1 , 1 2 5 , 7 3 2 9 5 , 8 4 5 , 6 1 - 4 9 2 , 7 0 6 , 0 4 1 3 5 , 3 2 0 , 0 3 4 6 7 , 3 8 5 , 0 1 0 0 3 , 6 1 8 6 1 , 7 6 7 , 8 8 6 1 , 5 1 2 , 6 8 7 0 , 0 2 4 , 7 2 5 6 2 , 2 7 1 , 0 2 4 1 8 , 7 4 2 , 7 0 0 0 , 2 5 5 , 2 - 3 2 0 , 3 7 7 , 7 9 6 1 , 8 3 9 , 0 1 3 5 6 , 7 3 7 , 7 2 2 6 , 7 3 9 , 2 2 7 5 2 , 5 4 3 , 8 1 9 9 0 , 5 2 2 , 4 1 3 6 1 , 9 5 8 , 0 1 9 9 4 , 2 0 9 , 8 5 4 1 , 3 9 8 , 7 6 1 5 , 0 0 2 , 3 4 6 3 , 2 9 5 , 4 0 0 6 , 2 2 3 , 5 8 1 0 , 6 6 9 , 2 - 7 4 9 , 5 0 1 8 0 5 , 8 2 5 3 4 , 2 7 9 6 3 0 , 7 5 2 , 1 2 6 1 , 8 0 7 , 3 5 5 0 , 1 4 4 , 1 4 5 4 , 6 3 8 , 7 8 3 9 , 4 4 0 , 5 3 7 2 , 7 5 1 , 7 1 1 6 1 , 9 0 5 , 4 1 4 1 2 , 7 4 0 , 7 1 0 0 2 , 9 6 3 , 2 1 2 1 1 , 8 4 6 , 2 5 1 0 , 8 7 6 , 4 7 6 0 , 3 3 6 6 5 8 , 5 5 4 6 0 0 , 5 2 0 , 8 3 3 4 4 , 6 1 1 , 4 2 3 6 5 , 8 0 9 , 3 1 ) 2 6 3 , 7 8 9 ( 3 7 5 , 8 1 4 , 2 0 1 0 9 8 , 9 0 2 , 2 6 3 8 6 , 8 0 2 , 0 4 0 1 3 , 5 3 5 6 , 1 2 3 , 1 1 3 5 6 , 1 8 1 , 9 0 0 0 , 0 4 1 , 2 9 9 8 , 5 2 9 8 9 3 , 0 0 7 , 3 1 3 2 1 , 2 0 7 , 4 4 3 2 1 , 2 0 4 , 9 2 0 0 0 , 0 0 3 , 5 1 5 4 1 , 8 3 8 , 3 4 9 1 , 1 2 5 , 7 3 0 7 4 , 2 9 7 , 3 1 8 6 1 , 5 1 2 , 6 1 3 2 , 7 0 0 , 0 3 9 3 3 , 1 1 8 , 7 7 5 2 , 5 4 3 , 8 1 1 9 9 , 3 7 8 , 8 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 2 9 5 , 8 4 5 , 6 1 5 8 5 , 4 5 8 , 5 0 0 0 , 2 5 5 , 2 4 6 7 , 3 8 5 , 0 1 3 8 8 , 0 2 0 , 3 4 6 3 , 2 9 5 , 4 0 0 6 , 2 2 3 , 5 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 I G N P P O H S R A M A D N I L R E T N E C I A Z A L P Y T C D O O W D E R E R T N E C Y T C Y A W O P I A Z A L P T E E R T S R E L Y T A Z A L P T O P E D E M O H L E M R A C O G E D I / N A S I N A T N U O M H C N A R D R O F N A T S E C A L P T E K R A M N O T L U F I G N P P O H S D L O G R A M I E G A L L I I V N A T N U O M K C A L B A Z A L P E R A U Q S N O Y N A C R E T N E C I S T H G E H Y T C I 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 I G N P P O H S E K A L T S E W 114 8 8 2 , 5 7 8 , 9 3 1 5 5 8 , 3 4 3 , 9 3 3 4 1 , 9 1 2 , 9 7 1 7 3 8 , 4 4 0 , 3 6 1 7 0 3 , 4 7 1 , 6 1 5 7 2 , 6 2 2 , 8 9 2 6 5 , 8 1 8 , 4 6 7 0 3 , 4 7 1 , 6 1 R E T N E C   I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( S E C N A R B M U C N E 9 7 9 1 4 1 0 2 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 2 1 0 2 2 1 0 2 3 1 0 2 3 0 0 2 4 1 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 9 0 0 2 0 1 0 2 5 8 9 1 6 8 9 1 7 9 9 1 9 0 0 2 7 0 0 2 7 0 0 2 - - - - - - - - - - - - - - - - - - - - - - - - - - 1 5 4 , 9 9 2 , 9 1 9 2 7 , 2 0 7 , 1 6 0 8 , 2 7 1 , 6 3 - - - - - 3 1 2 , 6 4 9 , 5 7 3 9 , 0 7 4 , 4 2 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D 1 3 2 , 2 3 0 , 2 3 2 0 2 , 7 5 4 , 5 3 5 4 , 1 0 2 , 8 3 1 2 7 , 3 7 1 , 4 5 6 1 , 9 4 5 , 2 2 5 5 , 9 9 3 , 4 1 6 1 6 , 2 8 0 , 5 3 0 0 1 7 9 7 , 7 2 4 , 2 0 8 3 , 7 9 2 , 0 1 7 4 6 , 0 0 3 , 4 1 0 6 , 8 6 2 , 6 3 9 9 , 5 1 9 , 3 3 0 1 , 2 7 2 , 5 1 0 1 2 , 7 4 0 , 2 5 5 6 , 4 7 3 5 1 5 , 7 1 4 , 4 5 2 3 , 3 0 1 4 0 9 , 6 7 3 , 3 - 1 7 8 , 4 7 9 - 5 5 7 , 1 7 2 , 2 5 5 0 , 4 2 6 , 5 9 9 1 , 0 3 1 , 3 7 3 9 , 9 5 1 , 3 2 9 6 , 6 5 4 , 4 3 9 1 , 8 2 6 , 2 , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A I I N O T A C E R P E D I I N O T A C E R P E D I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L 2 5 5 , 9 9 3 , 4 1 - 2 5 5 , 9 9 3 , 4 1 6 6 8 , 7 2 - 7 5 8 , 1 3 8 , 5 9 0 1 , 0 2 6 , 4 2 4 4 , 9 7 0 , 4 3 7 5 8 , 4 2 9 , 6 2 4 8 5 , 4 5 1 , 7 8 4 7 , 1 1 2 , 1 9 9 4 , 9 ) 2 2 4 , 4 8 5 ( 8 6 9 , 8 1 6 , 2 4 6 9 0 , 0 5 4 , 2 3 2 7 8 , 8 6 1 , 0 1 0 8 0 , 7 5 5 6 4 0 , 7 7 2 , 4 9 6 0 , 6 2 9 , 5 2 7 6 , 2 5 2 , 1 9 6 0 , 6 2 9 , 5 - 5 7 3 , 4 2 0 , 3 7 6 5 , 7 8 0 , 4 7 2 4 , 0 4 7 , 2 9 7 2 , 9 0 5 , 7 2 0 1 6 , 0 1 6 , 4 6 1 0 , 3 9 8 , 1 3 8 3 7 , 6 6 2 4 6 , 5 8 1 , 3 - 5 8 5 , 4 5 1 , 7 8 4 7 , 1 1 2 , 1 1 4 7 , 2 2 1 2 7 8 , 8 6 1 , 0 1 6 8 6 , 1 7 3 , 4 1 T S O C L A T N I I I I I A N A T S R H C T A E D A N E M O R P R T C G N P P O H S I K R A P R E V I R N O T L I W I S N O Z R O H T H G R B I S U P M A C N O T L I W E R A U Q S N E D M A C E R A U Q S E R E M S L E - 7 8 4 , 7 5 0 , 6 3 - S N O M M O C E N W Y D N A R B I 0 0 1 - 7 8 4 , 7 5 0 , 6 3 7 8 4 , 7 5 0 , 6 3 2 5 5 , 9 9 6 , 4 7 7 6 , 5 6 9 , 3 5 3 4 , 1 2 9 , 5 1 8 5 2 , 2 3 0 , 3 1 6 4 8 , 0 3 4 , 7 8 3 5 , 8 2 4 , 9 6 4 8 , 0 2 7 , 6 8 3 5 , 9 7 7 , 7 - 0 0 1 5 7 8 , 3 3 7 7 7 1 , 9 8 8 , 2 0 0 0 , 0 1 7 0 0 0 , 9 4 6 , 1 ) 5 1 2 , 1 5 7 ( - 6 7 1 , 0 3 8 , 1 0 8 4 , 1 8 2 , 1 9 3 9 , 7 7 8 , 3 7 3 2 , 3 5 1 , 1 1 0 5 , 5 9 2 , 2 5 5 9 , 8 3 7 , 1 1 7 0 9 , 2 4 8 , 2 1 0 3 , 6 2 6 , 6 7 8 1 , 4 4 5 , 6 5 0 3 , 6 3 5 , 5 4 9 7 , 8 2 7 , 9 1 0 4 8 , 2 1 4 , 4 1 5 5 9 , 5 1 3 , 5 2 8 8 , 7 0 0 , 1 2 7 3 , 3 8 8 , 1 1 1 5 , 2 1 6 , 4 0 0 0 , 0 4 4 , 1 7 6 4 , 9 2 5 , 2 1 5 1 3 , 1 5 7 5 7 8 , 3 7 5 0 0 0 , 0 1 7 0 0 0 , 1 0 9 , 2 0 0 0 , 9 4 6 , 1 6 7 6 , 1 9 4 5 5 9 , 5 1 3 , 5 E D A N E M O R P E R A U Q S L A R O C I A Z A L P Y T R O H T U A S T R O P S S S E R P Y C / E L A D R E D U A L . T F A Z A L P D O O W E L P A M R T C G N P P O H S I I G N S S O R C W E L R U C S N E D R A G E R O H S Y A B E R A U Q S O N M A C I E L A D N R U B U A 115 6 2 3 , 8 5 3 , 7 3 9 0 3 , 1 2 0 , 7 5 3 6 , 9 7 3 , 4 4 5 7 8 , 0 2 1 , 0 3 0 6 7 , 8 5 2 , 4 1 5 8 4 , 8 7 0 , 2 0 9 3 , 2 4 0 , 8 2 0 6 7 , 8 5 2 , 4 1 K E E R C 0 0 0 , 0 5 1 - 0 0 0 , 0 5 1 - 0 0 0 , 0 5 1 - - 0 0 0 , 0 5 1 E S A E L D N A L L E T H C A W D A E T S E M O H - 7 1 8 , 3 9 8 , 2 2 7 2 6 , 2 3 5 , 4 1 2 3 9 , 4 6 7 , 6 7 9 9 8 , 9 4 3 , 3 3 5 6 7 , 9 5 7 , 3 1 0 5 5 , 1 1 6 8 1 8 , 8 4 6 5 0 , 0 9 7 , 1 1 2 5 0 , 1 0 6 5 6 7 , 4 2 3 , 7 2 5 2 , 1 8 2 , 1 4 0 5 , 7 0 7 0 6 5 , 3 3 5 , 1 5 7 5 , 5 0 3 , 7 2 0 1 , 0 0 7 , 4 3 4 2 , 2 8 3 , 8 1 8 5 , 6 9 2 , 9 3 8 3 0 , 6 1 7 , 6 1 3 9 5 , 5 7 2 , 1 7 5 1 , 5 1 9 , 0 9 - 4 2 8 , 2 2 2 , 4 7 2 9 , 4 5 0 , 2 2 8 7 , 7 2 4 , 6 1 6 3 , 7 7 4 , 5 5 4 2 , 5 9 0 , 2 9 6 4 , 6 1 3 1 9 8 , 4 8 0 , 9 9 6 5 , 1 9 5 , 9 - 1 8 0 , 9 3 1 , 3 1 6 6 , 4 1 9 , 1 0 2 4 , 0 5 2 2 1 0 , 4 1 5 , 8 1 8 2 , 6 2 5 , 5 7 4 6 , 6 3 9 , 1 0 6 7 , 9 4 4 , 5 6 7 7 , 7 1 7 , 1 - 2 8 6 , 7 7 7 , 9 3 2 3 6 , 7 7 5 , 2 3 6 2 1 , 7 3 2 , 9 1 9 0 3 , 6 5 6 , 6 1 7 8 2 , 5 6 3 5 9 7 , 6 0 7 , 2 7 8 2 , 5 6 3 9 0 1 , 3 1 4 , 2 7 4 9 , 4 7 8 , 0 2 1 5 6 , 2 4 0 , 8 1 4 3 3 , 6 1 9 , 6 1 1 9 8 , 1 4 1 , 5 1 2 5 0 , 1 0 6 2 3 3 , 0 2 4 , 4 5 6 1 , 2 2 6 , 2 0 8 9 , 3 8 7 , 1 - 2 3 3 , 0 2 4 , 4 2 7 2 , 6 5 2 , 2 0 1 4 , 3 5 2 , 1 7 8 5 , 9 1 8 , 5 1 3 7 6 , 6 8 0 , 5 1 3 8 3 , 6 2 2 , 0 1 0 9 8 , 8 1 3 , 0 1 2 0 3 , 8 8 0 , 9 0 9 8 , 7 0 3 , 9 0 5 0 , 0 0 2 , 7 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 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 0 0 0 , 1 1 0 , 1 1 4 6 , 6 1 1 , 7 2 1 4 1 , 4 2 3 , 0 2 4 5 5 , 7 8 5 , 6 1 8 3 3 , 9 4 4 , 5 1 0 0 5 , 2 9 7 , 6 6 1 2 , 8 3 1 , 1 6 7 5 , 1 6 6 , 1 4 5 5 , 7 8 9 , 8 2 3 9 , 4 6 7 , 6 7 6 2 6 , 9 3 5 , 3 4 6 0 3 , 5 2 2 , 3 3 6 8 3 , 0 8 7 , 9 4 3 7 3 , 3 6 2 , 1 0 2 2 , 0 9 2 , 6 0 9 9 , 0 2 6 , 1 1 5 6 , 3 9 1 6 6 4 , 3 1 7 , 6 - - 5 6 5 , 2 6 6 , 8 1 7 2 0 , 1 1 0 , 1 3 0 9 0 , 6 6 3 , 0 1 9 1 1 , 2 9 7 6 3 6 , 1 7 1 5 8 1 , 9 2 3 , 1 1 6 8 1 , 1 1 3 , 3 1 5 1 4 , 2 0 6 , 2 - - 2 3 3 , 6 6 6 , 2 0 0 1 , 7 0 2 , 1 3 1 2 , 6 0 0 , 1 1 4 7 9 , 5 3 5 , 4 0 0 0 , 5 4 2 , 5 - 0 0 0 , 4 5 7 , 1 2 7 1 , 9 4 0 , 1 0 1 4 , 3 5 2 , 1 0 6 4 , 0 8 0 , 4 7 2 3 , 2 5 5 , 4 0 9 8 , 2 6 0 , 4 0 0 5 , 2 9 7 , 6 0 0 0 , 0 0 6 , 7 I - R T C S S E N S U B D O O W K A O 1 G D L B E S R U O C N O C A I L E M A 6 4 5 , 4 8 9 , 6 2 C L L , K L A W S E U N E V A O C M K I 2 8 2 , 3 0 5 , 7 6 1 8 , 0 8 5 , 2 6 8 6 , 3 9 2 - 6 9 2 , 2 3 8 , 2 3 3 7 , 2 0 0 , 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 0 0 0 , 1 1 0 , 1 . I R T C G N P P O H S E C A L P R E V I R K L A W S T N A H C R E M A Z A L P T R A M - L A W S P O H S G R U B S E E L A Z A L P Y T C I - I R T L F , 1 # E L A D R E D U A L T F . . C S S E L A W E K A L A Z A L P A S A N . . C S 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 I G N S S O R C Y R A D S E V I I I A Z A L P G N P P O H S S E T C I I - I R T . . C S D A O R R E L L I M 0 1 9 , 4 6 7 , 7 1 6 6 0 , 0 8 6 , 8 0 1 6 8 0 , 7 1 5 , 2 8 0 8 9 , 2 6 1 , 6 2 5 4 0 , 0 8 7 , 1 1 4 0 , 7 3 7 , 0 8 0 8 9 , 2 6 1 , 6 2 3 9 5 , 5 7 2 , 1 - 3 1 8 , 3 3 4 , 8 1 2 0 9 , 5 2 7 , 1 1 1 1 9 , 7 0 7 , 6 3 9 5 , 5 7 2 , 1 - 3 1 0 , 9 0 9 , 0 1 - - 0 0 8 , 4 2 5 , 7 3 9 5 , 5 7 2 , 1 I G N S S O R C N O T A T N A L P I K R A P R E L G A L F L F , N O T L I M 0 4 3 , 6 4 7 , 4 4 3 1 1 , 4 8 3 , 9 2 7 2 2 , 2 6 3 , 5 1 ) 1 2 1 , 1 4 2 , 2 ( 1 0 0 , 6 9 4 , 8 2 1 6 4 , 1 9 4 , 8 1 A Z A L P S E K A L E L A D N E K   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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I I I ) C ( 8 6 9 1 6 0 0 2 5 0 0 2 2 7 9 1 ) A ( 1 1 0 2 3 1 0 2 3 1 0 2 8 0 0 2 8 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 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 4 1 0 2 5 9 9 1 8 0 0 2 8 0 0 2 1 1 0 2 3 1 0 2 3 1 0 2 4 1 0 2 3 9 9 1 8 0 0 2 6 9 9 1 7 9 9 1 6 9 9 1 - - - - - 4 5 8 , 3 1 8 , 5 5 4 3 , 0 4 6 , 7 S E C N A R B M U C N E - - - - - - - - - - - - - - - - 2 4 8 , 0 7 5 , 5 1 3 9 3 , 6 9 1 , 9 2 - - - - - 1 4 3 , 3 7 9 , 7 2 - - - - - - 7 4 4 , 1 4 1 , 7 2 8 0 2 , 0 1 1 , 2 1 6 2 8 , 7 0 7 , 0 1 2 8 6 , 7 4 7 , 4 6 8 5 2 , 8 3 9 , 4 3 5 7 7 , 8 7 5 , 2 2 1 0 0 , 8 7 8 , 3 2 7 5 7 , 6 6 5 , 1 7 4 7 , 5 6 1 , 0 2 7 4 8 , 2 4 3 , 7 1 8 3 6 , 7 7 2 , 3 1 1 4 1 , 0 8 9 8 4 4 , 1 3 8 1 7 4 , 3 2 4 , 4 1 9 6 , 4 6 5 , 5 3 1 1 , 7 5 3 , 6 5 7 2 , 0 9 5 , 6 1 0 2 9 , 7 3 2 2 9 4 , 4 1 9 , 2 8 6 9 , 8 8 3 6 7 7 , 1 2 2 , 1 1 9 7 2 , 9 8 5 , 9 1 2 1 0 , 3 0 8 , 6 8 3 0 , 9 7 4 , 2 5 3 1 , 4 9 0 3 1 , 2 5 8 2 4 , 2 6 4 , 1 1 8 9 , 5 0 1 , 1 0 3 0 , 4 0 2 , 1 9 1 9 , 3 9 0 , 2 1 2 4 , 9 9 3 , 5 3 1 6 , 1 1 8 , 3 9 5 3 , 1 3 1 5 2 1 , 4 1 1 , 8 I I N O T A C E R P E D I I N O T A C E R P E D 8 3 9 , 5 5 0 , 0 3 7 2 3 , 2 9 2 , 9 1 2 1 6 , 3 6 7 , 0 1 8 7 0 , 8 2 8 2 1 , 8 4 3 , 2 1 1 3 8 , 3 0 8 , 8 7 9 2 , 4 4 5 , 3 ) 2 7 8 , 1 5 ( 4 9 7 , 6 9 0 , 1 1 3 6 0 , 2 8 5 , 9 1 3 7 , 4 1 5 , 1 5 1 4 , 4 1 6 8 5 4 , 9 6 9 , 5 7 3 6 2 , 7 2 8 , 5 7 6 3 5 , 7 2 5 , 4 5 9 7 7 , 4 0 4 , 5 4 6 8 7 , 1 8 3 , 9 2 6 8 5 , 3 8 6 , 1 2 9 3 0 , 7 5 3 , 6 2 0 0 7 , 0 1 5 , 0 2 2 9 8 , 0 6 6 , 1 6 1 0 , 6 0 7 5 9 1 , 2 4 1 8 5 7 , 2 2 1 , 9 0 0 2 , 8 9 6 , 7 9 3 3 , 6 4 8 , 5 6 7 8 , 4 5 9 6 7 8 , 7 1 2 , 0 2 6 7 3 , 1 0 7 , 9 0 0 5 , 6 1 5 , 0 1 5 7 2 , 5 0 8 , 8 1 0 1 0 , 0 9 2 , 3 1 0 2 6 , 3 8 3 , 4 1 6 6 6 , 8 1 6 , 1 1 1 7 1 , 4 8 1 , 2 8 6 3 , 5 2 9 , 2 2 9 8 , 2 2 8 , 9 4 0 3 , 6 7 3 , 9 2 7 4 , 8 8 4 , 6 1 7 1 , 4 8 1 , 2 7 0 4 , 0 7 6 , 2 7 6 3 , 3 2 4 , 8 4 6 8 , 5 9 0 , 8 0 1 1 , 6 2 6 , 4 0 0 4 , 4 0 7 , 4 2 5 5 9 , 3 8 4 , 9 1 - 5 6 2 , 5 1 5 , 5 3 5 9 , 4 6 7 , 2 1 6 9 , 4 5 2 5 2 5 , 9 9 3 , 1 0 4 4 , 0 8 2 , 1 2 6 3 , 2 6 8 , 1 5 4 4 , 0 2 2 , 5 7 8 1 , 0 3 8 , 7 4 8 2 , 2 8 8 , 8 4 9 7 , 7 6 9 ) 9 4 1 , 6 0 7 ( 9 8 6 , 0 4 0 0 9 , 0 3 5 9 0 6 , 8 4 2 4 5 8 , 8 5 5 1 1 8 , 6 6 2 , 1 2 4 9 , 1 4 8 , 1 8 4 9 , 5 0 4 , 3 9 3 0 , 2 6 9 , 2 2 7 4 , 8 8 0 6 3 , 0 1 4 , 9 8 4 2 , 4 6 2 , 9 1 0 5 4 , 9 6 0 , 8 1 7 2 , 9 3 1 , 8 6 3 7 8 , 0 4 5 , 6 3 2 9 9 , 2 0 7 , 0 2 9 6 8 , 3 5 6 , 9 1 - 6 7 4 , 0 7 1 , 9 0 0 4 , 1 4 0 , 3 1 2 1 8 , 9 5 0 , 1 1 0 6 3 , 7 1 9 5 6 4 , 8 2 8 4 4 5 , 3 3 1 , 5 5 2 8 , 3 3 1 , 5 0 6 9 , 6 5 8 , 4 7 2 7 , 9 9 5 , 2 8 2 2 , 4 8 8 , 6 1 0 4 6 , 9 8 9 , 2 2 1 6 , 3 6 7 , 0 1 - 9 2 9 , 2 1 4 , 2 9 7 3 , 4 0 1 , 9 0 0 0 , 1 1 7 , 7 9 1 3 , 9 0 4 , 7 3 0 2 , 0 2 6 , 1 0 0 5 , 6 1 5 , 0 1 5 6 2 , 5 1 5 , 5 3 5 9 , 4 6 7 , 2 - 1 6 9 , 4 5 2 0 0 4 , 3 8 2 , 1 0 4 4 , 0 8 2 , 1 0 4 0 , 3 4 5 , 1 5 4 4 , 0 2 2 , 5 I I E S A H P A Z A L P A N E L L I M I R E T N E C E C N A S S A N E R I E G A L L I V S K A O D N A R G H C A E B O N A P M O P . . C S S E W O L R E T N E C N W O T Y T I S R E V N U I S N E D R A G H C A E B M L A P I G N P P O H S N O H T A R A M R E T N E C . . C S O D O S A Z A L P E E B E L T T U T A Z A L P E E R T K A O A Z A L P T S A E H T U O S . C S . I I M A M H T U O S I E N T S U G U A . I I T S - E X D N N W I S N O M M O C D O O W L L O R R A C S N O M M O C E G A L L I V 116 I I I M A M - E X D N N W I I A Z A L P L L I H K R A P 7 4 9 , 1 0 0 , 9 4 0 0 , 6 4 7 , 4 1 5 9 , 7 4 7 , 3 1 9 1 6 , 5 5 5 , 1 1 1 3 3 , 2 9 1 , 2 2 6 4 , 1 8 7 , 2 8 5 1 , 4 7 7 , 8 1 3 3 , 2 9 1 , 2 2 9 6 , 4 2 8 , 9 1 4 9 3 , 9 2 5 , 7 5 9 5 , 7 1 2 , 5 8 1 3 , 4 4 6 , 6 2 6 4 , 6 2 9 , 5 8 9 4 , 6 2 0 , 2 2 0 3 2 , 7 1 0 , 3 4 0 9 4 , 0 7 5 , 3 1 4 2 1 , 6 8 1 , 6 3 1 4 5 , 0 2 6 , 9 2 1 5 , 3 5 0 , 8 2 5 3 8 , 7 7 6 , 7 0 6 8 , 5 4 9 , 8 3 1 2 5 , 1 3 5 , 1 9 2 6 , 6 1 4 , 6 3 3 1 7 , 7 9 3 , 1 6 2 8 , 8 6 5 , 9 1 8 2 0 , 3 1 8 , 2 3 9 5 , 7 7 7 , 1 0 2 3 , 6 5 7 , 5 1 6 0 , 4 5 0 , 1 0 4 1 , 2 8 9 2 , 0 1 1 7 2 8 , 1 3 8 , 3 7 9 1 , 6 2 3 , 5 5 9 0 , 7 2 3 , 8 - 9 3 9 , 8 1 5 , 1 7 3 8 , 4 2 5 , 1 4 6 5 , 4 6 6 9 4 5 , 4 5 7 , 5 0 5 2 , 7 7 9 , 0 1 5 0 1 , 1 7 9 3 8 1 , 3 0 8 , 3 0 8 9 , 3 9 9 6 2 0 , 0 4 5 5 3 2 , 1 6 4 , 4 3 9 3 , 9 4 1 , 1 3 1 0 , 1 8 5 , 5 2 9 7 9 , 3 1 5 , 0 2 5 5 4 , 3 8 5 , 8 3 9 8 , 7 2 3 , 5 8 5 4 , 6 4 6 , 6 9 8 2 , 8 5 7 , 9 1 3 0 , 7 5 5 , 6 4 1 8 , 8 6 8 , 3 1 6 3 , 0 9 9 , 4 5 2 7 , 5 7 2 , 8 5 9 6 , 2 5 3 , 7 2 2 3 8 , 2 6 4 , 2 2 3 3 0 , 7 6 0 , 5 3 2 4 , 6 2 0 , 2 9 7 0 , 9 5 4 , 1 7 9 0 , 6 5 6 , 1 4 6 5 , 2 8 4 , 1 3 6 8 , 9 8 8 , 4 5 2 3 , 4 4 3 , 1 5 1 0 8 , 3 8 1 , 3 3 4 2 5 , 0 6 1 , 8 1 9 2 4 , 9 8 0 , 5 1 1 8 2 , 5 4 6 , 0 1 1 6 9 , 0 1 7 , 7 3 5 2 5 , 0 5 6 , 8 2 5 0 1 , 5 8 2 , 0 1 7 5 2 , 1 2 9 , 7 2 1 5 , 3 5 0 , 8 2 2 9 7 , 8 3 7 , 0 2 3 8 3 , 2 3 4 , 3 1 3 1 1 , 0 8 3 , 1 1 8 4 1 , 4 4 4 , 4 6 3 4 , 0 6 0 , 9 8 4 8 , 3 6 3 , 2 9 1 7 , 4 1 3 , 7 0 7 2 , 2 5 0 , 2 7 6 4 , 1 8 6 , 8 5 5 5 , 0 5 4 , 1 3 9 8 , 7 2 1 2 4 9 , 5 9 5 , 1 3 0 6 , 7 4 3 , 2 3 1 6 , 2 2 9 7 5 7 , 7 8 1 - 5 2 6 , 4 3 1 ) 7 9 4 , 8 5 8 ( 0 0 0 , 5 1 9 1 1 , 3 4 8 , 1 1 6 7 4 , 6 0 1 , 5 0 8 2 , 6 4 9 , 3 0 2 4 , 4 9 3 , 3 2 2 1 , 8 2 9 , 5 4 2 4 , 9 4 5 , 1 2 4 1 5 , 9 0 0 , 3 3 7 5 6 , 0 1 5 , 0 1 1 9 1 , 1 9 6 , 9 2 7 5 2 , 6 0 9 , 7 2 9 7 , 8 3 7 , 0 2 5 3 1 , 7 4 1 , 3 8 7 9 , 2 3 2 , 8 6 2 4 , 6 5 0 , 5 3 2 4 , 6 2 0 , 2 0 2 7 , 3 5 2 , 1 7 9 0 , 6 5 6 , 1 4 6 5 , 2 8 4 , 1 9 5 6 , 0 8 8 , 4 4 5 0 , 7 4 1 , 8 1 8 4 1 , 4 4 4 , 4 6 6 2 , 8 7 8 , 8 8 4 8 , 3 6 3 , 2 9 1 7 , 4 1 3 , 7 0 7 2 , 2 5 0 , 2 2 1 8 , 9 1 2 , 0 4 6 9 8 , 4 0 7 , 8 3 6 1 9 , 4 1 5 , 1 5 6 1 , 6 0 2 , 7 3 - 6 2 6 , 2 0 5 , 2 1 0 1 , 2 0 0 , 2 5 2 5 , 0 0 5 - 1 0 1 , 2 0 0 , 2 5 2 5 , 0 0 5 7 4 6 , 3 1 0 , 3 0 1 1 , 3 2 9 , 9 4 7 4 8 , 9 1 5 , 6 3 2 6 2 , 3 0 4 , 3 1 9 8 9 , 6 1 4 , 1 2 8 8 , 5 1 1 , 5 3 8 3 2 , 0 9 3 , 3 1 3 9 6 , 1 9 3 , 2 3 9 6 , 1 9 3 , 2 - 7 1 2 , 9 3 2 6 7 4 , 2 5 1 , 2 - 2 5 8 , 8 0 1 , 0 2 0 6 7 , 4 5 3 , 5 1 2 9 0 , 4 5 7 , 4 2 1 6 , 7 0 6 , 3 1 - 4 6 2 , 4 7 2 , 7 6 8 9 , 6 2 9 , 2 3 4 7 , 8 6 4 , 6 4 6 5 , 6 2 4 , 2 1 2 5 , 5 0 8 2 2 4 , 0 0 5 7 7 8 , 4 2 4 0 9 3 , 6 4 2 , 4 3 5 3 , 2 2 2 , 2 7 8 6 , 1 0 0 , 2 1 2 5 , 5 0 8 2 2 4 , 0 0 5 0 4 2 , 1 0 5 , 6 I G N P P O H S L L E B N O S S M I I . . C S S N O M M O C E G A L L I V R E T N E C . T N E C G N P P O H S I I E G D R B S E N Y A H T A T E K R A M T E K R A M E L L I V E C N E R W A L 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 I V E G A L L I V Y R B M E E R A U Q S A T S U G U A A Z A L P T R A M L E B S N O M M O C N O T G N M O O L B I L L A M E R A U Q S D L E F H T R O N I E G A L L I V N N I L E A R B R E T N E C H A N N A V A S A Z A L P M A H T A H C I G N S S O R C O R T E M R E T N E C E U Q U B U D Y E L L A V E R U S A E R T A Z A L P E V I L C I G N S S O R C S K R O F E V F I E E S S A H A L L A T - E X D N N W I 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D ) C ( ) 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 , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I I I 2 7 9 1 0 7 9 1 7 9 9 1 7 9 9 1 7 9 9 1 8 9 9 1 9 9 9 1 7 9 9 1 7 9 9 1 8 9 9 1 6 9 9 1 3 1 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 7 9 9 1 8 9 9 1 2 1 0 2 8 9 9 1 8 9 9 1 6 7 9 1 3 9 9 1 7 9 9 1 8 0 0 2 7 9 9 1 0 1 0 2 2 1 0 2 0 1 0 2 0 1 0 2 - - - - - - - - - - 4 6 6 , 3 8 6 , 1 3 - - - - - - - - - - - - - - - - - - 4 9 8 , 6 2 6 , 9 8 7 2 , 6 5 4 , 0 2 - 0 0 0 , 0 0 6 , 8 1 8 2 8 , 6 3 8 , 5 1 - 9 4 5 , 6 8 4 , 4 8 4 1 , 0 9 3 , 2 1 0 0 0 , 0 0 1 , 1 0 6 9 , 0 4 9 , 1 9 6 0 , 2 7 7 , 4 7 8 8 , 8 8 0 , 1 9 3 0 , 2 3 8 , 9 6 9 9 , 8 1 5 , 5 3 7 2 , 7 6 1 , 2 3 1 0 , 0 5 3 , 1 2 0 6 , 9 4 3 , 5 2 1 0 4 , 3 6 8 , 7 0 6 5 , 4 2 6 , 1 3 5 2 0 , 0 4 5 , 6 - 8 8 9 , 2 3 5 , 4 9 9 2 , 7 4 8 9 6 , 7 5 3 2 3 2 , 4 8 5 , 3 1 3 0 , 8 9 7 , 6 1 6 1 , 9 3 5 , 8 7 5 1 , 0 1 9 2 7 , 0 3 6 7 0 0 , 0 4 0 , 3 1 8 9 4 , 6 4 9 7 0 8 , 4 5 5 , 8 0 3 5 , 3 3 8 , 9 3 0 5 9 , 9 7 8 , 9 1 7 4 4 , 7 1 3 , 8 0 9 7 , 9 6 9 , 4 3 1 4 , 4 2 1 , 1 2 9 8 , 0 9 9 , 7 3 3 1 , 8 4 9 , 7 1 9 2 3 , 9 5 9 , 7 2 6 3 9 , 6 6 2 , 4 1 4 0 0 , 3 7 9 , 7 1 0 0 9 , 4 3 7 , 1 7 4 5 , 1 6 0 , 5 4 0 9 , 0 1 7 , 8 0 2 9 , 9 8 8 , 0 1 0 7 8 , 9 6 7 , 0 3 4 0 0 , 4 6 9 , 5 2 - 4 3 0 , 6 2 6 , 1 6 4 3 , 9 2 4 , 2 1 7 5 , 1 0 5 9 2 6 , 1 2 7 , 4 8 9 1 , 4 6 9 , 2 9 0 0 , 4 9 0 , 3 4 8 0 , 0 4 1 , 1 5 0 2 , 0 4 6 , 5 4 8 2 , 8 8 5 , 5 1 9 2 , 9 5 2 , 2 1 3 2 , 6 6 0 , 5 2 1 2 , 8 9 4 , 2 5 1 3 , 8 1 9 , 2 6 9 6 , 7 1 0 , 2 2 1 5 , 6 8 6 6 4 1 , 9 8 1 6 1 5 , 2 3 1 , 4 7 4 3 , 5 6 9 , 4 3 9 6 , 4 7 4 , 7 7 6 6 , 4 3 1 4 1 9 , 2 1 6 , 2 6 3 9 , 9 0 2 , 3 8 8 7 , 9 0 5 5 0 0 , 7 4 1 , 3 I I N O T A C E R P E D 8 6 9 , 5 4 6 , 3 2 0 8 , 1 9 6 , 2 1 8 5 , 6 9 8 , 1 8 4 4 , 3 1 7 , 6 8 5 9 , 6 5 6 , 8 2 7 9 , 0 9 1 , 7 4 0 6 , 4 2 6 , 7 5 1 2 , 5 2 5 , 3 0 0 1 , 5 6 1 9 3 , 6 9 9 6 7 2 , 0 6 5 , 2 0 0 0 , 0 0 1 , 1 4 9 9 , 6 6 5 , 3 4 1 4 , 1 0 2 , 7 0 0 0 , 0 7 7 4 9 9 , 6 6 5 , 3 0 4 0 , 1 9 1 , 6 - 4 7 3 , 0 1 0 , 1 8 4 9 , 9 7 8 8 2 8 , 8 9 4 0 0 0 , 0 3 3 ) 7 7 9 , 4 9 1 , 9 ( 8 5 4 , 0 9 5 , 1 9 8 1 , 0 1 4 , 1 8 6 6 , 3 5 5 , 4 1 3 1 2 , 3 4 0 , 2 1 4 9 1 , 3 8 4 , 8 2 8 2 , 1 6 2 , 5 7 9 0 , 0 9 4 , 2 6 1 4 , 1 7 6 , 7 5 5 3 , 0 6 7 , 4 7 9 0 , 0 9 4 , 2 - 9 6 2 , 0 8 1 5 5 4 , 0 1 5 , 2 8 7 7 , 1 1 8 7 2 9 , 0 0 5 3 8 6 , 4 8 3 9 1 7 , 8 7 8 , 1 0 6 4 , 8 4 3 , 3 3 5 0 , 0 1 3 , 2 3 1 2 , 4 5 1 0 6 7 , 5 1 8 , 8 6 4 0 , 7 8 6 , 2 2 1 2 , 2 9 6 , 5 1 1 8 , 5 2 0 , 1 4 9 4 , 4 6 1 , 0 1 6 5 9 , 2 2 3 , 4 4 7 6 , 8 0 1 , 2 4 8 8 , 5 3 3 , 2 8 0 8 , 9 8 9 , 0 3 8 0 8 , 9 8 0 , 9 2 0 0 0 , 0 0 9 , 1 8 2 9 , 2 2 1 , 9 1 0 8 8 , 6 6 8 , 1 1 5 8 6 , 1 5 4 , 3 1 3 6 2 , 1 5 9 , 2 1 1 5 8 , 3 8 8 , 3 3 9 0 3 , 4 2 6 , 8 2 6 5 2 , 6 0 6 , 1 1 1 1 9 , 8 8 5 , 0 1 2 2 4 , 0 0 5 2 4 5 , 9 5 2 , 5 5 4 3 , 7 1 0 , 1 1 5 5 , 3 3 7 0 8 , 2 8 4 2 1 7 , 7 1 9 , 2 1 1 0 5 , 1 4 1 , 8 2 5 3 7 , 6 1 0 , 4 6 7 1 , 2 7 5 , 6 9 9 1 , 1 3 0 , 7 5 1 3 , 8 1 9 , 2 8 2 9 , 1 0 6 , 5 1 1 8 , 3 3 7 4 4 8 , 6 4 5 5 6 5 , 1 0 9 , 5 5 1 3 , 8 1 9 , 2 5 4 4 , 2 3 9 , 4 1 1 8 , 3 3 7 6 4 8 , 8 5 4 7 4 5 , 0 3 9 , 0 1 6 3 4 , 0 0 4 , 9 8 0 5 , 4 0 5 , 3 1 0 2 3 , 7 7 9 , 1 1 6 9 3 , 5 6 7 0 5 8 , 4 8 4 , 7 4 7 6 , 2 1 5 0 5 8 , 4 8 4 , 7 0 2 9 , 2 5 6 , 5 1 5 1 9 , 9 6 0 , 1 1 7 8 2 , 6 5 4 , 1 2 4 7 , 4 6 7 , 1 1 3 0 3 , 6 3 1 , 9 4 2 3 , 4 7 2 , 1 5 3 5 , 0 8 9 , 2 4 8 0 6 , 6 9 1 , 6 3 3 9 5 , 1 6 6 , 7 4 9 9 , 0 2 0 , 3 6 8 6 , 5 7 4 , 6 6 7 7 , 5 1 6 , 2 6 1 4 , 3 6 9 , 1 1 4 9 5 , 1 6 1 , 0 1 0 4 3 , 4 0 7 , 4 1 1 6 2 , 3 5 1 , 3 1 1 9 0 , 5 0 6 , 6 2 8 1 2 , 1 9 7 , 2 2 2 0 3 , 0 5 1 , 5 3 8 5 6 , 5 8 5 , 5 2 0 4 5 , 1 9 8 , 1 2 6 6 2 , 3 1 2 , 8 1 4 3 6 , 9 2 1 , 1 0 5 3 , 7 7 - - - 3 8 4 , 9 6 6 8 9 9 , 7 8 1 1 1 , 0 3 5 , 1 8 8 1 , 7 2 5 , 1 3 2 7 , 2 5 2 5 0 0 , 3 8 5 , 4 0 4 4 , 8 2 6 , 2 2 6 9 , 1 8 1 8 2 9 , 3 8 7 , 6 6 6 8 , 5 0 8 , 4 2 2 8 , 1 0 8 , 1 6 0 9 , 5 8 1 , 1 7 1 2 , 5 0 4 9 7 0 , 1 5 5 , 1 3 7 8 , 3 1 8 , 3 4 4 6 , 4 6 5 , 9 4 7 2 , 8 7 6 , 3 - 3 4 1 , 5 5 7 4 4 , 7 6 4 ) 3 0 9 , 4 9 6 , 2 ( 5 0 8 , 3 2 6 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 ( 2 8 3 , 8 8 4 , 9 5 8 5 , 6 1 2 4 8 9 , 2 6 1 , 3 8 2 7 , 7 9 8 , 4 4 2 6 , 6 5 6 , 9 4 7 3 , 2 4 1 4 0 2 , 2 7 8 0 0 1 , 1 8 1 , 6 9 0 6 , 0 3 5 , 7 0 9 9 , 4 9 1 , 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 8 0 1 , 9 7 6 , 8 0 9 2 , 1 8 0 , 5 9 9 0 , 8 9 9 2 2 0 , 4 5 6 , 1 1 0 6 3 , 6 7 2 , 2 0 4 7 , 7 5 0 , 1 4 2 6 , 3 3 0 , 3 3 3 9 9 , 2 2 8 , 0 2 1 2 4 , 3 8 8 , 1 8 0 3 , 5 3 3 , 6 3 7 5 , 3 4 7 , 1 9 0 2 , 8 4 8 , 6 9 0 6 , 0 6 2 , 5 1 2 8 0 , 1 0 4 , 4 2 9 1 2 , 8 9 4 , 1 2 3 2 3 , 6 5 1 , 5 1 6 9 8 , 1 4 3 , 6 ) 0 2 0 , 9 0 1 ( 2 7 0 , 1 8 1 , 5 1 0 0 0 , 0 0 8 , 1 8 3 9 , 7 5 0 , 6 9 7 1 , 1 7 2 , 1 1 0 0 0 , 0 6 2 , 1 6 6 9 , 0 6 2 , 4 0 6 1 , 5 9 1 , 8 0 0 0 , 0 4 5 2 7 9 , 6 9 7 , 1 0 2 0 , 6 7 0 , 3 - ) 1 0 7 , 6 ( 0 0 0 , 0 6 2 , 1 6 6 9 , 0 6 2 , 4 ) 3 2 7 , 1 5 1 , 4 ( 7 0 0 , 6 3 8 , 0 1 2 2 3 , 8 6 2 , 1 1 8 1 2 , 8 0 5 , 8 7 1 2 , 9 7 4 , 1 - 4 7 3 , 0 1 0 , 1 4 6 9 , 9 7 1 5 5 4 , 0 1 5 , 2 8 7 7 , 1 1 8 5 5 5 , 2 4 8 - - 2 2 4 , 0 0 5 2 4 5 , 9 5 2 , 5 5 4 3 , 7 1 0 , 1 - 3 8 4 , 9 6 6 0 2 7 , 7 2 1 , 1 - 2 7 9 , 6 7 4 1 1 1 , 0 3 5 , 1 8 8 1 , 7 2 5 , 1 - 3 2 7 , 2 5 2 0 9 9 , 5 7 5 , 4 - 2 6 9 , 1 8 1 8 2 9 , 3 8 7 , 6 9 4 1 , 9 4 0 , 5 1 7 3 , 3 2 4 1 1 9 , 3 8 1 , 1 7 1 2 , 5 0 4 1 3 0 , 5 7 6 , 1 3 7 8 , 3 1 8 , 3 0 3 2 , 4 5 5 , 9 0 0 0 , 5 1 1 , 2 7 6 1 , 6 2 4 , 6 0 0 0 , 0 4 5 2 7 6 , 3 0 8 , 1 5 9 8 , 6 8 5 , 4 I O C A T - Y T C T E M U L A C L E C R A P L L E B R E T N E C T E E R T S H T 7 8 R E T N E C G N P P O H S I A Z A L P K R A P S R E N W O D I O G A C H C N O T S L E E K A L L A T S Y R C E V O R G S R E N W O D . . C S Y R T N U O C & N W O T E R T N E C Y T C W E I I I V R A F L L A M K R A P T S E R O F R E E D L I K T A S P O H S . . C S L L A D N A R R E T N E C T C E P S O R P T N U O M I G N P P O H S N E I L E D N U M R E T N E C N W A L K A O F O E C A L P T E K R A M R E T N E C E G D R R O N I A Z A L P T S E W R E P A N 117 . . C S K R A P D N A L R O R E T N E C N W A L K A O A Z A L P T E E R T S D N 2 2 E R A U Q S N E E R G R E V E S L W O B E T A T S E E R F I S G N S S O R C D R O F K C O R E R A U Q S S L L I H N R O H T W A H . . C S D O O W M A E R T S L A V I T S E F E V O R G D O O W R E T N E C T O P E D E M O H . . C S D O O W N E E R G I A Z A L P E R A D N O M M A H K N A B T S E W T A E R T N E C E R A U Q S A N A D A C A I A Z A L P E K A L N E R P I L E C R A P T U O 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 L A W U O Y A B . . C S K R A P H T U O S . . C S R E G O R K I E T N O P E K O K S I   3 2 9 , 6 4 6 , 3 4 5 7 , 3 1 6 , 1 1 6 8 5 , 9 2 3 , 0 1 I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A I I N O T A C E R P E D I I N O T A C E R P E D I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I I I 5 6 1 , 1 7 8 , 1 3 3 7 , 2 3 6 , 1 1 9 9 0 , 7 3 3 , 8 5 3 6 , 5 9 2 , 3 3 9 9 , 0 5 5 5 3 8 , 1 5 9 , 0 1 2 5 6 , 4 9 4 1 6 9 , 9 5 6 , 6 1 8 6 3 , 2 5 6 , 5 3 8 1 , 7 5 4 , 0 1 3 9 5 , 7 0 0 , 1 1 - - 7 7 2 , 9 1 1 , 4 4 9 8 8 , 7 0 7 , 7 2 8 8 3 , 1 1 4 , 6 1 1 8 9 , 3 5 1 8 0 9 , 3 5 5 , 7 2 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D ) C ( ) A ( 0 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 9 9 1 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 0 0 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 3 1 0 2 2 1 0 2 4 1 0 2 2 0 0 2 4 1 0 2 3 0 0 2 3 0 0 2 8 7 8 , 6 5 5 , 8 2 9 4 , 4 4 6 , 4 4 6 5 , 0 6 2 , 6 9 8 7 , 3 6 2 , 7 1 0 9 5 , 1 7 4 , 1 7 5 6 , 1 7 3 , 3 3 7 6 , 7 7 9 , 5 9 0 8 , 1 1 4 , 8 3 8 3 , 0 8 4 , 2 4 4 7 , 3 3 3 , 2 - - 4 8 6 , 6 3 1 , 7 8 0 4 , 7 4 5 , 8 - 3 4 2 , 0 8 9 , 1 6 7 9 , 8 3 0 , 3 - 2 3 5 , 7 1 8 , 9 5 5 8 , 7 8 4 , 9 2 6 5 , 5 0 6 , 5 - 9 3 5 , 3 3 7 , 3 0 1 0 , 0 5 9 3 1 7 , 7 2 7 , 6 9 6 1 , 9 9 3 , 4 3 1 1 , 8 3 0 , 3 1 1 0 0 , 3 0 3 , 3 1 4 2 7 , 0 4 1 , 0 2 3 4 8 , 6 8 6 , 6 1 - 3 0 2 , 9 8 1 , 0 1 - - 2 0 1 , 4 8 3 , 4 2 - 4 1 2 , 4 3 0 , 3 2 - - S E C N A R B M U C N E 9 6 5 , 1 6 7 , 9 8 7 4 , 9 2 9 , 0 1 7 0 9 , 9 4 5 , 6 1 7 7 5 , 5 5 4 , 3 4 8 4 5 , 1 4 6 , 2 5 5 9 , 1 2 7 , 7 2 2 3 , 0 1 6 , 1 1 1 5 7 , 0 8 1 , 5 1 2 8 6 , 5 4 7 , 4 3 2 8 , 9 0 5 , 4 5 9 1 , 7 9 0 , 6 3 2 9 , 5 6 5 , 4 5 5 2 8 , 3 0 1 , 6 1 8 6 6 , 9 4 9 , 1 1 7 6 4 , 5 1 2 , 4 2 1 3 5 , 5 8 2 , 5 2 3 6 , 1 1 8 , 6 1 3 8 , 6 6 9 , 7 6 7 5 , 3 4 3 , 1 2 0 9 9 , 8 9 2 , 6 1 6 6 7 , 5 2 9 , 1 1 3 2 8 , 6 1 6 , 2 0 6 0 , 7 5 4 , 8 3 1 1 , 1 2 3 , 2 8 6 9 , 1 3 1 , 7 1 6 0 2 , 5 4 3 , 0 1 8 8 2 , 6 9 5 , 0 2 3 7 8 , 3 1 0 , 8 3 5 1 1 , 3 8 7 , 7 2 6 6 1 , 0 3 2 , 0 2 6 9 9 , 4 8 1 , 1 3 4 2 6 , 0 8 2 , 0 4 1 1 1 , 3 2 6 , 4 1 8 0 9 , 6 1 1 , 6 3 2 1 , 4 2 4 , 0 4 4 8 5 , 2 1 8 , 0 2 2 3 1 , 0 8 4 , 9 3 5 8 7 , 7 9 7 7 8 , 3 0 2 7 5 3 , 2 2 4 5 0 , 0 1 1 0 0 7 , 3 6 6 4 4 8 , 3 5 4 6 3 , 6 2 1 8 3 7 , 3 4 3 7 8 5 , 1 6 4 0 6 4 , 9 0 1 6 6 4 , 1 1 1 2 1 0 , 8 0 4 , 4 0 5 6 , 7 6 7 , 1 5 0 6 , 4 8 2 9 3 2 , 1 8 1 5 8 1 , 1 7 9 2 1 , 0 0 1 5 5 8 , 6 1 6 6 2 , 2 7 5 3 5 7 , 5 1 4 1 6 0 , 8 2 5 6 9 , 9 5 6 1 1 , 7 2 1 5 3 4 , 7 3 8 6 0 , 6 3 2 4 2 0 , 4 3 2 3 9 5 , 5 8 3 6 4 8 , 2 2 5 0 6 6 , 4 1 1 , 1 1 2 3 , 9 5 2 4 9 8 , 9 1 9 7 4 8 , 1 0 2 , 1 2 3 0 , 6 2 0 , 1 8 2 4 , 0 7 3 6 6 6 , 5 7 6 1 9 2 , 4 8 5 , 5 4 2 7 , 7 6 6 1 6 4 , 1 4 2 7 5 9 , 6 7 2 9 3 , 5 9 6 , 2 9 1 3 , 8 4 8 , 7 1 6 0 , 4 5 9 , 1 1 4 9 4 , 9 3 1 , 2 8 6 0 , 1 5 7 , 3 0 7 1 , 5 5 2 , 7 8 3 3 , 2 4 6 , 5 1 7 6 2 , 1 8 2 , 3 1 2 4 1 , 5 5 8 , 4 9 8 2 , 1 2 6 , 4 7 0 2 , 5 0 5 , 0 1 7 3 1 , 0 4 6 , 3 8 6 3 , 7 6 4 , 3 3 8 0 , 4 5 7 , 9 8 9 8 , 5 5 5 1 5 2 , 7 9 0 , 4 1 9 8 , 8 9 6 , 4 1 7 0 , 1 6 3 , 2 5 0 0 , 5 1 2 , 1 1 2 9 , 3 5 1 , 1 4 2 1 , 1 5 7 - - - 0 8 0 , 4 1 1 0 5 4 , 5 1 2 6 2 2 , 7 1 7 0 2 , 5 1 3 , 7 3 7 5 , 3 3 3 , 6 5 6 7 3 , 5 9 2 , 1 4 7 9 1 , 8 3 0 , 5 1 3 2 5 , 2 1 6 1 3 4 , 8 8 3 , 6 1 3 4 0 , 8 8 0 , 1 1 7 0 9 , 0 3 1 , 2 1 4 7 8 , 7 6 9 , 8 2 5 6 , 6 8 2 , 4 2 0 1 1 , 4 5 9 , 7 1 0 6 6 , 5 8 3 , 5 7 8 4 , 8 2 8 , 6 2 2 4 , 3 4 3 7 9 2 , 6 9 2 , 3 1 4 8 , 5 1 9 , 1 2 6 1 4 , 0 7 3 , 6 1 3 4 7 , 4 1 7 , 6 1 5 0 7 , 1 3 5 , 2 1 8 8 7 , 6 7 6 , 2 6 7 1 , 4 8 5 , 8 8 4 5 , 8 5 3 , 2 7 3 0 , 8 6 3 , 7 1 0 3 2 , 9 7 5 , 0 1 1 8 8 , 1 8 9 , 0 2 0 6 5 , 4 9 0 , 2 1 6 9 , 5 5 9 , 3 3 7 6 , 4 9 1 , 1 9 1 1 , 7 8 9 , 9 6 0 2 , 4 8 3 , 6 0 8 9 , 3 4 7 , 6 8 8 3 , 0 0 3 , 5 3 3 0 , 3 6 1 , 3 2 4 5 , 2 3 3 , 6 3 6 3 , 9 8 0 , 2 5 6 0 , 5 8 4 , 6 8 6 1 , 4 8 2 , 1 5 2 4 , 5 4 5 , 5 8 3 0 , 3 8 1 , 4 8 2 2 , 2 8 5 5 1 2 , 8 2 6 , 4 5 7 8 , 3 6 1 , 1 8 1 9 , 0 8 3 , 7 4 2 0 , 5 9 1 , 4 7 2 8 , 3 5 9 , 1 1 4 4 8 , 8 4 8 3 8 9 , 4 0 1 , 1 1 1 6 9 , 5 0 3 , 8 2 5 3 2 , 9 8 8 , 7 1 6 2 7 , 6 1 4 , 0 1 7 8 4 , 9 8 4 , 0 2 4 2 0 , 7 4 1 , 5 1 0 9 8 , 4 0 1 , 2 3 6 5 6 , 6 5 1 , 2 2 2 7 4 , 2 8 4 , 1 4 7 5 7 , 5 0 2 , 7 3 3 4 1 , 9 4 6 , 5 1 1 9 9 , 6 5 4 , 1 1 6 3 3 , 7 8 4 , 6 4 3 9 , 7 5 5 , 4 9 8 7 , 9 9 0 , 1 4 0 4 4 , 1 9 7 , 1 3 5 7 8 , 6 9 3 , 6 2 2 0 8 , 9 1 8 , 3 2 3 6 4 , 2 4 3 , 5 5 3 2 , 8 4 9 , 9 5 1 7 , 6 7 2 , 4 2 5 1 , 2 9 1 , 4 2 0 4 , 9 2 9 , 1 9 4 3 , 8 0 3 , 9 3 7 0 , 7 7 5 , 2 - - 0 0 5 , 4 7 - 9 4 6 , 9 6 6 5 3 , 6 4 0 2 8 , 6 3 3 3 3 7 , 4 4 0 , 5 - - 0 3 5 , 0 2 4 - - 6 9 7 , 0 8 1 - - - 4 1 7 , 0 3 0 8 8 , 4 4 3 - 0 0 5 , 1 3 3 3 5 , 8 2 1 , 9 3 5 6 0 , 7 3 2 , 0 3 8 6 4 , 1 9 8 , 8 ) 6 9 6 , 7 6 ( 1 0 9 , 7 3 2 , 4 1 - 2 4 9 , 5 8 7 , 7 2 5 6 , 4 9 4 8 6 3 , 2 5 6 , 5 4 9 4 , 9 3 1 , 2 8 6 0 , 1 5 7 , 3 0 9 0 , 1 4 1 , 7 7 1 8 , 5 6 0 , 3 1 1 1 9 , 2 2 6 , 3 8 6 3 , 7 6 4 , 3 0 3 8 , 7 4 5 , 2 3 5 8 , 2 8 6 , 0 4 3 4 5 , 3 1 0 , 1 1 4 7 8 , 7 6 9 , 8 0 1 1 , 4 5 9 , 7 1 8 4 6 , 6 2 2 , 3 2 2 4 , 3 4 3 3 5 8 , 4 8 2 , 5 0 6 0 , 4 2 3 , 6 1 5 8 8 , 4 9 1 , 2 1 4 4 8 , 8 4 8 0 6 5 , 4 9 0 , 2 1 3 4 , 5 3 5 , 3 3 7 6 , 4 9 1 , 1 9 1 1 , 7 8 9 , 9 0 1 4 , 3 0 2 , 6 0 8 9 , 3 4 7 , 6 0 6 7 , 4 0 3 , 0 3 5 3 2 , 9 8 8 , 7 1 4 2 0 , 7 4 1 , 5 1 2 4 9 , 5 2 1 , 2 2 7 5 7 , 5 0 2 , 7 3 1 1 1 , 2 1 1 , 1 1 4 3 9 , 7 5 5 , 4 0 4 9 , 9 5 7 , 1 3 9 9 7 , 5 9 2 , 3 3 8 1 , 7 5 4 , 0 1 3 9 5 , 7 0 0 , 1 1 8 8 3 , 1 1 4 , 6 1 8 9 8 , 5 5 5 1 5 2 , 7 9 0 , 4 1 9 8 , 8 9 6 , 4 1 7 0 , 1 6 3 , 2 5 0 0 , 5 1 2 , 1 1 2 9 , 3 5 1 , 1 0 7 1 , 2 4 6 7 9 1 , 8 3 0 , 5 1 . 8 8 3 , 0 0 3 , 5 3 3 0 , 3 6 1 , 3 2 4 5 , 2 3 3 , 6 3 6 3 , 9 8 0 , 2 5 6 0 , 5 8 4 , 6 8 6 1 , 4 8 2 , 1 5 2 4 , 5 4 5 , 5 8 3 0 , 3 8 1 , 4 3 8 9 , 4 0 1 , 1 1 8 2 2 , 2 8 5 5 1 2 , 8 2 6 , 4 5 7 8 , 3 6 1 , 1 8 1 9 , 0 8 3 , 7 4 2 0 , 5 9 1 , 4 1 0 9 , 7 3 2 , 4 1 8 6 4 , 1 9 8 , 8 6 2 7 , 6 1 4 , 0 1 3 6 4 , 2 4 3 , 5 5 3 2 , 8 4 9 , 9 5 1 7 , 6 7 2 , 4 2 5 1 , 2 9 1 , 4 2 0 4 , 9 2 9 , 1 9 4 3 , 8 0 3 , 9 8 3 0 , 8 6 4 , 1 A Z A L P . T S N O T G N H S A W I A Z A L P L A R O M E M I A Z A L P . T S N A M I A Z A L P Y E S S R R O M I E R A U Q S E L A D N E L G A Z A L P H T U O M L A F A Z A L P Y L R E V A W A Z A L P G N N N A C I . . C S A Z A L P N O T G N R R A B I . I C S S N N A Y H F O L A V I T S E F A Z A L P Y C N U Q H T R O N I A Z A L P Y A W S L L E F A Z A L P A B L A L E D A Z A L P Y A W D A O R B . . C S Y R U B S W E R H S A Z A L P S M A D A 118 A Z A L P E R A U Q S N N N V I I A Z A L P E S D A R A P I A Z A L P T N O M L E B E N I L - N I E R A U Q S N N N V I I A Z A L P . E V A H T R O N A Z A L P N E D N I L A Z A L P E D S T S A E I A Z A L P N O G N B A I . C S . . T S N O T G N H S A W I A Z A L P N O T R E L L U F A Z A L P . T S L L I M . I . C S R E R B N E E R G A Z A L P Y A W T L E B S N E K L I W . . C S E R A U Q S N E D W O N S E C N A V I R T N O C S G N K I E K A L E D L I W A Z A L P D A O R K R O Y A Z A L P L L I H Y T T U P . R T C G N P P O H S I E R A U Q S Y T R U C E S I . . I C S E D S E L G N I 6 7 9 , 8 5 0 , 9 1 2 6 8 , 9 6 8 , 5 6 5 8 , 7 4 1 , 0 4 0 6 3 , 2 2 3 , 3 2 6 9 4 , 5 2 8 , 6 1 8 3 1 , 0 4 2 2 2 , 2 8 2 , 3 2 6 9 4 , 5 2 8 , 6 1 R E T N E C E G A L L I V L L I H R E V I R 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 I G N D L I U B K N A B N O T N I L C L W O B N O T N I L C   I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( S E C N A R B M U C N E 2 7 9 1 8 6 9 1 1 1 0 2 3 1 0 2 4 1 0 2 4 1 0 2 3 0 0 2 9 9 9 1 8 0 0 2 5 9 9 1 4 1 0 2 3 0 0 2 4 1 0 2 1 1 0 2 1 1 0 2 1 1 0 2 4 1 0 2 4 1 0 2 3 0 0 2 2 1 0 2 8 0 0 2 3 9 9 1 6 9 9 1 3 9 9 1 2 1 0 2 5 8 9 1 3 9 9 1 3 9 9 1 6 0 0 2 5 0 0 2 8 9 9 1 7 9 9 1 8 9 9 1 8 9 9 1 - - - - - - - - 2 5 0 , 4 2 5 , 6 - - 3 8 2 , 1 6 7 , 8 6 9 0 , 5 0 4 , 2 1 2 4 , 8 9 9 , 6 - 6 3 2 , 0 3 0 , 5 6 3 3 , 6 7 9 , 4 1 - - 4 7 2 , 0 0 3 , 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A I I N O T A C E R P E D I I N O T A C E R P E D I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I I I 6 4 8 , 7 2 0 , 7 1 1 2 1 , 7 6 9 7 6 9 , 4 9 9 , 7 1 7 6 7 , 7 9 3 , 3 1 0 0 2 , 7 9 5 , 4 7 6 9 , 4 4 8 , 3 1 0 0 8 , 0 7 8 , 2 0 0 2 , 9 7 2 , 1 S L E C R A P T U O I G N S S O R C A B M U L O C I 2 4 6 , 0 5 1 , 1 2 0 1 9 , 2 0 2 , 3 5 6 1 9 , 8 8 3 , 2 2 8 4 8 , 3 2 5 , 2 1 7 9 5 , 9 3 5 , 4 5 6 6 , 0 1 5 , 4 1 0 8 4 , 0 1 4 1 2 0 , 2 8 3 , 2 3 0 5 , 4 6 5 , 7 1 5 1 1 , 6 3 6 , 0 1 6 7 6 , 5 8 3 , 5 1 2 8 3 , 6 2 9 , 7 3 8 4 , 9 7 2 , 5 1 6 0 7 , 0 3 9 , 6 6 8 7 , 6 6 6 , 2 3 2 9 5 , 5 1 0 , 7 1 9 4 2 , 4 4 1 , 9 2 9 6 7 , 5 1 2 , 0 2 6 2 8 , 3 4 9 , 0 1 7 6 5 , 5 2 7 , 8 0 5 5 , 0 4 4 , 5 3 1 0 6 0 , 5 5 8 , 1 3 1 8 , 3 3 4 , 1 1 0 0 , 7 3 5 8 6 8 , 8 6 1 , 1 2 2 8 , 2 3 7 , 2 3 8 0 , 8 0 3 , 9 9 9 8 , 4 9 4 , 1 1 3 6 , 9 9 3 , 1 1 5 0 , 0 3 2 3 9 3 , 1 0 5 , 6 7 0 2 , 0 2 2 0 0 8 , 5 6 8 5 4 2 , 4 4 3 , 1 8 0 4 , 6 8 6 3 7 8 , 3 6 5 2 0 6 , 2 7 3 6 3 7 , 3 1 0 , 8 1 0 7 7 , 3 2 7 , 0 1 9 1 9 , 1 8 6 , 5 7 3 0 , 3 6 9 , 5 1 1 7 , 1 7 4 , 5 0 2 9 , 6 7 8 , 3 0 1 1 , 0 1 8 , 1 4 5 5 , 4 9 7 , 7 1 8 5 3 , 7 2 5 , 3 1 3 5 , 5 3 5 , 1 1 4 9 , 4 7 5 , 9 8 0 5 , 7 3 1 , 7 1 0 0 2 , 8 9 7 , 3 1 2 8 1 , 2 9 7 , 8 2 8 8 , 5 0 6 , 5 1 9 8 6 , 4 0 7 , 8 3 2 8 , 6 5 7 , 7 7 2 7 , 3 2 6 , 6 1 8 2 6 , 9 6 7 , 2 1 2 6 5 , 9 4 3 0 8 5 , 4 7 2 3 1 6 , 9 1 2 , 8 9 0 3 , 9 3 3 , 3 3 9 1 , 1 0 9 , 6 9 5 3 , 5 3 0 , 1 9 9 0 , 4 5 8 , 3 9 5 6 , 0 3 2 , 3 3 6 4 9 , 7 8 1 , 1 2 3 1 7 , 2 4 0 , 2 1 4 9 1 , 8 8 3 , 7 1 7 1 8 , 2 6 8 , 4 1 4 8 9 , 7 5 1 , 7 4 9 8 7 , 6 2 8 , 9 3 7 7 3 , 5 2 5 , 2 5 9 1 , 1 3 3 , 7 0 2 3 , 4 6 1 , 6 4 1 9 2 5 , 3 9 8 , 2 0 1 2 9 7 , 0 7 2 , 3 4 7 8 6 , 7 9 8 , 5 2 8 9 0 , 8 5 9 , 8 1 3 6 8 , 6 0 9 , 6 1 2 9 0 , 2 8 2 , 5 1 8 7 2 , 7 9 1 , 4 1 8 2 2 , 7 9 8 , 1 1 0 9 5 , 9 3 9 , 6 1 7 7 , 4 2 6 , 1 0 5 0 , 0 0 3 , 2 4 1 1 , 7 1 6 , 7 7 3 9 , 7 3 3 , 5 7 7 1 , 9 7 2 , 2 0 6 3 , 3 5 9 1 4 , 2 7 2 , 7 5 1 7 , 2 9 6 , 3 1 2 4 9 , 3 6 8 , 8 9 2 5 , 7 2 0 , 7 7 1 9 , 5 2 9 , 2 2 4 0 2 , 2 0 4 , 6 1 3 1 7 , 3 2 5 , 6 4 7 7 , 8 2 8 , 4 0 9 8 , 4 4 2 3 0 7 , 5 0 0 , 3 2 5 7 0 , 8 6 8 , 9 1 8 2 6 , 7 3 1 , 3 - 3 2 7 , 6 3 6 , 4 5 6 7 7 , 2 1 5 , 4 3 6 4 9 , 3 2 1 , 0 2 4 7 6 , 7 6 1 8 4 7 , 8 1 8 , 3 2 8 4 7 , 2 5 3 , 9 1 0 0 0 , 6 6 4 , 4 ) 9 1 6 , 9 6 8 ( 4 7 5 , 6 9 4 , 0 1 7 6 0 , 6 - - - 5 9 9 , 9 3 2 0 5 9 , 7 3 2 6 5 , 4 3 4 8 0 1 , 9 2 1 , 2 - - ) 7 0 0 , 9 2 ( 5 7 0 , 8 6 8 , 9 1 2 0 1 , 5 4 3 , 4 3 4 0 2 , 2 0 4 , 6 1 4 3 5 , 7 8 7 , 6 7 6 3 , 2 2 2 , 0 2 0 5 2 , 8 9 3 , 1 8 6 9 , 0 0 1 , 1 0 9 9 , 6 3 5 , 9 9 8 6 , 4 0 7 , 8 0 3 8 , 5 8 7 , 7 8 2 6 , 9 6 7 , 2 1 7 7 5 , 4 8 2 , 5 6 4 9 , 7 8 1 , 1 2 7 1 8 , 2 6 8 , 4 1 0 6 8 , 0 2 4 , 1 9 3 3 , 7 7 3 , 2 1 8 2 6 , 7 3 1 , 3 6 4 9 , 3 2 1 , 0 2 3 1 7 , 3 2 5 , 6 4 7 0 , 0 9 1 , 3 0 9 8 , 4 4 2 0 0 0 , 6 6 4 , 4 2 6 5 , 9 4 3 0 8 5 , 4 7 2 3 1 6 , 9 1 2 , 8 9 0 3 , 9 3 3 , 3 3 9 1 , 1 0 9 , 6 9 5 3 , 5 3 0 , 1 9 9 0 , 4 5 8 , 3 7 7 1 , 9 7 2 , 2 3 1 7 , 2 4 0 , 2 1 7 7 3 , 5 2 5 , 2 0 0 0 , 0 0 0 , 6 I I I G N S S O R C A B M U L O C I . . C S T S E R O F D E T N A H C N E N O T S A E T A S E P P O H S A N A B R U T A S E G A L L I V . . R T C P O H S . . C S G R U B S R E H T A G I K N A B / L I 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 . . C S E R A U Q S L L A H Y R R E P I N O T A T S T S A E H T R O N E R T N E C L L A H Y R R E P A Z A L P N A W A H S A Z A L P L E R U A L A Z A L P L E R U A L R E T N E C E F F I L C D A R 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 119 I G N S S O R C M U N O M T I I E R A U Q S M U N O M T I I 7 8 9 , 4 7 8 , 6 1 8 9 9 , 2 8 2 , 4 2 3 1 5 , 2 1 5 4 6 9 , 7 1 8 0 5 9 , 3 0 7 , 8 1 2 6 , 7 4 6 , 2 2 4 1 , 8 7 5 , 6 7 0 6 , 9 4 2 , 9 7 2 7 , 8 4 1 , 8 1 6 9 9 , 0 3 9 , 6 1 7 7 , 4 2 6 , 1 0 5 0 , 0 0 3 , 2 1 3 9 , 4 6 7 , 1 0 1 6 7 8 , 6 8 8 , 3 4 S N O M M O C E K A L E T H W I N W O T N W O D E C A L P N O S W O T A Z A L P E D S L L A M I R E T N E C N O S W A L C 8 3 5 , 7 3 5 , 4 5 0 2 , 2 5 8 , 3 4 2 4 , 1 0 1 8 2 2 , 5 3 8 3 6 4 , 9 4 6 5 9 1 , 9 7 3 , 4 - 9 0 3 , 4 6 4 , 1 8 6 8 , 9 3 7 , 1 4 4 8 , 4 0 3 , 3 3 4 7 , 9 8 3 , 8 4 2 4 , 1 0 1 6 3 5 , 9 9 2 , 2 1 3 3 , 9 8 3 , 2 9 3 0 , 4 8 6 , 7 7 1 3 , 1 9 2 , 7 6 2 4 , 8 9 0 , 1 4 9 5 , 5 6 7 , 2 3 2 7 , 5 2 5 , 4 6 2 4 , 8 9 0 , 1 R E T N E C N O T G N M R A F I - 1 5 7 , 0 2 1 , 2 1 3 8 , 7 9 9 , 1 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 - 3 3 9 , 4 9 1 , 1 1 3 3 , 9 3 0 , 1 - 8 1 8 , 5 2 9 0 0 5 , 8 5 9 4 2 4 , 1 0 1 5 8 7 , 8 7 1 0 0 5 , 1 9 3 7 9 3 , 1 5 4 , 1 9 7 3 , 6 2 4 3 6 2 , 6 0 8 , 5 7 9 3 , 1 5 4 , 1 D N A L T N A C A V - T N I L F A Z A L P Y R U T N E C A Z A L P E N I L T L E B . . C S K E E R C S S O R C D R A H C R O N E E R G 6 4 1 , 9 5 8 , 1 1 0 1 6 , 3 7 8 , 8 6 5 7 , 2 3 7 , 0 2 8 7 2 , 0 5 0 , 7 1 8 7 4 , 2 8 6 , 3 8 1 2 , 0 2 3 , 2 0 6 0 , 0 3 7 , 4 1 8 7 4 , 2 8 6 , 3 R E T N E C G N P P O H S I 1 4 3 , 9 9 7 , 6 8 6 6 1 , 0 0 2 , 0 1 4 4 9 , 6 3 1 2 7 9 , 0 3 6 , 4 8 2 2 , 7 1 1 , 7 9 5 1 , 9 8 2 , 0 1 4 0 2 , 2 9 1 , 1 8 5 9 , 9 0 6 , 9 1 4 3 4 , 7 9 4 5 6 , 9 2 6 , 2 9 4 0 , 8 2 5 , 3 8 9 8 , 7 1 5 , 3 1 9 9 2 , 9 0 4 , 6 0 1 3 0 0 , 4 2 9 , 6 7 6 9 2 , 5 8 4 , 9 2 9 7 9 , 4 2 1 , 1 1 4 2 0 , 9 9 6 , 6 6 6 9 2 , 5 8 5 , 8 2 S E K A L R O B R A I T A S N A T N U O F E H T 0 7 3 , 2 9 3 , 1 1 3 0 7 , 6 1 7 , 9 7 6 6 , 5 7 6 , 1 8 8 1 , 2 0 3 , 0 1 0 4 3 , 7 5 9 2 4 8 , 2 3 1 A Z A L P E L L I V E S O R C N F 8 7 3 , 4 3 2 6 2 6 , 0 6 2 , 7 8 7 3 , 4 3 2 2 1 8 , 9 9 2 , 6 - - 4 1 8 , 0 6 9 5 0 4 , 0 4 7 7 7 2 , 5 4 6 , 0 1 7 9 8 , 9 0 7 , 8 0 8 3 , 5 3 9 , 1 1 5 1 , 9 0 9 6 5 0 , 7 0 8 , 3 2 6 5 0 , 7 0 8 , 3 2 - 1 5 0 , 3 0 1 , 4 1 8 7 3 , 4 3 2 3 2 6 , 5 7 4 , 5 6 4 7 , 0 0 8 , 7 5 0 0 , 4 0 7 , 9 8 9 5 , 4 4 0 , 1 R E T N E C G N P P O H S I R E U O C E V E R C 0 8 3 , 5 3 9 , 1 R E T N E C G N P P O H S I - R E T N E C L A T S Y R C I T N O P H T R O N - I G N S S O R C D O O W K R K 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A ) C ( 4 7 9 1 4 0 0 2 1 0 0 2 1 0 0 2 3 0 0 2 9 6 9 1 5 0 0 2 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 6 8 9 1 0 0 0 2 1 1 0 2 2 1 0 2 2 1 0 2 4 1 0 2 4 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 - - - - - - - - - - - - - - - - - - - 6 0 7 , 5 2 8 - - - - - 1 0 2 , 1 2 4 , 6 7 0 9 2 , 4 0 0 , 8 1 - - - - 6 3 1 , 3 8 9 , 2 1 1 1 0 2 - 1 1 0 2 4 4 2 , 6 5 3 , 8 - 5 4 7 , 9 1 6 , 4 ) A ( S E C N A R B M U C N E 4 1 9 , 2 8 9 , 2 3 9 2 , 8 8 1 , 8 7 2 3 , 2 2 9 9 1 0 , 6 4 9 , 2 1 - 4 8 3 , 0 4 9 , 6 9 7 4 , 4 2 3 9 1 3 , 0 8 9 , 4 8 5 8 , 1 6 1 , 3 7 9 3 , 8 9 5 , 3 4 7 4 , 6 5 9 , 5 5 5 7 , 7 3 6 , 0 1 8 0 4 , 6 7 3 , 7 3 7 2 5 , 9 9 6 , 3 2 8 3 4 , 0 7 2 , 4 8 1 3 , 9 3 2 , 2 2 4 3 , 6 6 8 , 3 6 8 1 , 6 0 7 , 2 1 3 1 3 , 3 9 4 , 1 6 7 9 , 3 4 6 , 8 7 8 4 , 8 6 2 8 2 5 , 9 9 6 , 8 7 1 6 , 5 1 7 , 2 5 2 7 , 5 2 2 2 4 6 , 0 2 9 , 2 5 6 1 , 7 0 5 , 2 3 2 0 , 8 0 0 , 3 2 4 9 , 9 0 9 , 2 5 9 0 , 3 9 8 , 9 1 4 0 , 9 4 0 , 1 2 0 6 , 8 2 5 , 7 3 1 3 , 5 4 0 , 2 0 1 5 , 8 3 6 , 2 5 6 2 , 2 3 1 , 8 3 5 7 , 3 3 2 , 1 6 5 6 , 7 7 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 4 1 8 , 0 9 1 , 1 5 5 8 , 8 5 7 8 4 5 , 5 4 6 , 1 2 6 2 5 , 1 4 7 , 8 1 1 0 0 , 6 5 6 , 9 4 0 2 , 0 5 5 2 6 9 , 0 0 9 , 7 3 2 0 , 9 6 6 , 5 0 2 4 , 6 0 6 , 6 2 4 9 , 9 0 9 , 2 8 2 3 , 0 5 7 , 8 4 0 2 , 0 5 5 4 7 8 , 1 9 0 , 7 3 2 0 , 9 6 6 , 5 0 2 4 , 6 0 6 , 6 2 4 9 , 9 0 9 , 2 - 0 6 9 , 1 3 4 2 2 0 , 4 0 9 , 2 4 7 6 , 5 0 9 - 4 5 8 , 8 5 7 5 7 1 , 4 1 9 , 7 2 4 9 , 3 8 0 , 5 7 8 0 , 9 0 8 1 6 3 , 1 6 6 , 2 - - - 6 4 3 , 0 4 7 4 8 6 , 9 4 8 8 9 2 , 3 4 1 6 1 9 , 3 4 2 , 7 - 8 7 7 , 5 8 9 , 0 1 4 0 2 , 0 5 5 6 8 3 , 6 6 6 , 3 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 9 5 4 , 3 2 4 , 7 7 2 2 , 6 7 4 , 4 2 7 0 , 5 2 0 , 4 5 5 1 , 1 5 4 8 3 8 , 6 4 8 , 3 0 1 5 , 3 0 5 0 7 2 , 2 3 8 , 6 1 7 5 8 , 9 9 7 , 5 1 3 1 4 , 2 3 0 , 1 0 4 3 , 4 4 3 , 1 1 4 1 5 , 5 5 4 , 4 I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I I I - - - 9 7 8 , 5 2 1 6 1 4 , 2 3 0 , 1 0 6 9 , 1 3 4 5 9 5 , 5 4 7 , 2 4 7 6 , 5 0 9 - 7 8 0 , 9 0 8 E C A L P T E K R A M E S O R M R P I E C A L P T E K R A M E S O R M R P I A Z A L P T O P E D E M O H A Z A L P S O V A R G I . . C S Y A M E L . . I C S T N O P R E T N E C R E T N E C Y T N U O C H T U O S I G N S S O R C D N A L R E V O R E T N E C N N U D . . C S Y A W H G H S G N K I I 4 9 1 , 2 8 1 , 1 . . I C S S G N R P S E V A C 6 9 7 , 6 8 6 , 1 1 6 9 7 , 6 8 8 , 2 9 6 5 , 9 4 8 , 5 1 5 7 8 , 5 8 2 , 4 1 4 9 6 , 3 6 5 , 1 0 0 0 , 0 0 8 , 8 0 1 0 , 5 0 9 , 4 4 9 2 1 , 4 5 7 , 4 3 1 8 8 , 0 5 1 , 0 1 9 2 7 , 9 6 3 , 3 3 - 0 4 8 , 4 4 7 , 5 2 0 4 3 , 8 6 4 , 7 1 0 0 5 , 6 7 2 , 8 3 5 7 , 8 1 2 7 8 5 , 9 4 2 , 7 1 8 4 9 , 8 0 9 , 6 6 9 6 , 9 8 9 , 5 1 5 2 , 9 1 9 2 8 5 , 1 7 3 , 0 1 2 8 5 , 1 7 3 , 0 1 - 5 9 0 , 0 0 1 , 5 1 3 2 , 2 3 3 , 4 4 6 8 , 7 6 7 6 1 7 , 8 1 4 , 2 7 3 2 , 5 3 6 , 5 1 5 3 , 3 3 2 , 1 1 8 9 , 0 7 5 , 3 5 4 3 , 6 3 7 , 4 1 8 8 , 8 9 0 , 3 2 4 8 , 3 8 7 , 3 1 7 4 1 , 0 4 6 , 1 1 5 9 6 , 3 4 1 , 2 ) 3 1 6 , 3 8 3 ( 1 3 2 , 2 9 2 , 0 1 1 5 2 , 9 1 9 0 0 5 , 6 7 2 , 8 1 8 2 , 5 3 5 , 1 1 - 4 6 8 , 7 6 7 4 2 2 , 5 7 8 , 3 E C A L P T E K R A M N W A L D O O W E N W O T K E E R C E L T R U T E G A L L I V K O O L R E V O S E P P O H S E G A L L I V N O T T E J A Z A L P S D A O R S S O R C L L A M A L O V Y T 120 3 0 0 , 8 7 0 , 1 1 3 9 7 , 8 0 6 - . . I C S D L E F G N R P S I 4 0 4 , 4 0 5 , 0 1 0 1 6 , 1 8 8 4 1 0 , 6 8 3 , 1 1 7 2 4 , 7 6 5 , 7 7 8 5 , 8 1 8 , 3 4 1 0 , 6 3 7 3 1 4 , 1 3 3 , 7 7 8 5 , 8 1 3 , 3 6 0 2 , 4 2 3 , 7 6 2 1 , 7 4 7 , 5 9 3 4 9 , 5 8 4 , 3 3 7 9 6 , 1 5 1 , 7 0 4 0 , 8 2 0 , 5 1 0 0 0 , 5 2 3 , 4 2 5 9 3 , 9 1 5 9 5 3 , 9 5 1 , 7 1 8 3 2 , 4 5 2 , 4 3 5 4 1 , 0 2 5 5 6 1 , 4 1 1 , 4 7 9 7 , 9 8 6 6 6 3 , 3 3 7 , 4 3 8 9 , 7 3 0 , 1 3 5 4 , 5 1 8 , 2 - 5 6 2 , 2 4 5 , 4 5 1 5 , 8 6 0 , 8 1 5 3 , 4 4 8 , 7 6 2 6 , 3 3 8 , 5 2 9 2 , 1 6 8 , 9 9 3 6 7 , 5 5 4 , 6 8 0 4 7 , 5 7 1 , 4 3 9 1 4 , 7 5 8 , 6 2 3 6 0 , 5 8 8 , 1 1 3 6 2 , 2 0 0 , 0 1 3 2 0 , 6 6 0 , 6 1 0 9 4 , 7 8 0 , 3 1 5 2 7 , 0 1 0 , 2 9 2 5 , 5 0 4 , 3 1 1 2 3 , 8 1 3 , 7 0 0 8 , 2 8 8 , 1 3 3 5 , 8 7 9 , 2 - - 5 7 7 , 1 8 1 3 2 6 , 7 2 2 7 8 6 , 0 5 4 , 2 3 5 4 , 0 4 1 , 7 2 3 5 7 , 2 6 1 , 5 1 0 0 7 , 7 7 9 , 1 1 ) 1 3 6 , 4 9 ( 6 2 6 , 3 3 8 , 5 3 6 7 , 5 5 4 , 6 8 4 4 6 , 5 7 6 , 6 2 6 7 5 , 1 5 5 , 7 7 6 8 , 9 5 8 , 2 1 3 0 7 , 8 7 7 , 9 1 5 9 3 , 9 1 5 - 5 9 3 , 9 1 5 - - 4 2 6 , 1 0 7 , 1 2 5 1 8 , 1 3 2 , 6 1 9 0 8 , 9 6 4 , 5 1 5 6 , 6 7 2 5 7 , 2 2 3 , 2 4 1 5 9 , 6 9 6 , 0 3 1 0 8 , 5 2 6 , 1 1 ) 7 4 1 , 5 9 2 ( 4 9 4 , 3 6 1 , 6 1 3 7 1 , 4 0 6 , 0 3 5 8 4 , 8 4 7 , 2 2 9 6 5 , 1 8 8 , 6 1 3 5 0 , 0 3 6 , 9 3 8 6 1 , 1 2 4 , 4 3 8 6 6 , 1 9 3 7 1 4 , 4 6 9 , 1 0 4 5 , 7 8 2 , 7 4 1 7 , 5 0 5 , 4 2 9 1 7 , 9 7 9 , 1 9 5 6 , 6 7 2 , 4 1 1 4 , 3 0 8 , 1 3 5 0 3 , 4 3 4 6 , 5 2 4 4 0 4 , 9 4 5 , 2 6 6 2 , 7 0 8 , 2 1 8 2 , 0 2 2 3 5 7 , 3 2 5 , 3 6 7 5 , 8 2 0 , 4 0 6 0 , 0 9 3 , 2 3 7 9 , 5 9 3 3 4 9 , 6 3 8 , 9 4 5 7 , 9 0 0 , 1 7 3 7 , 9 5 3 7 1 , 1 8 7 , 7 9 7 9 , 2 1 3 , 7 2 7 5 0 , 1 9 9 , 0 2 5 8 8 , 8 0 2 , 5 6 0 3 , 0 8 3 , 1 6 3 2 , 6 3 3 1 7 7 , 5 5 0 , 2 3 2 9 , 1 2 3 , 6 6 7 3 , 5 3 5 , 3 1 2 9 7 , 5 8 8 , 0 2 ) 0 9 3 , 6 1 1 , 4 ( ) 0 6 9 , 7 1 0 , 3 ( 3 4 9 , 6 8 6 , 6 ) 2 6 6 , 3 9 9 ( - - - 1 9 8 , 6 5 5 , 0 2 7 8 9 , 1 3 8 , 5 3 7 6 6 , 0 4 0 , 2 3 9 1 3 , 1 9 7 , 3 3 9 6 , 7 2 7 , 0 3 - 0 0 0 , 0 0 2 , 2 2 1 4 , 0 0 8 , 7 8 6 7 , 9 4 7 , 1 5 4 7 , 9 5 2 , 7 2 3 2 , 0 5 4 7 6 6 , 0 4 5 ) 2 8 4 , 3 9 ( 0 9 0 , 0 4 5 , 6 5 5 6 , 9 1 7 6 7 5 , 5 6 6 , 1 5 2 7 , 0 1 0 , 2 9 2 5 , 5 0 4 , 3 1 1 2 3 , 8 1 3 , 7 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 8 7 4 , 1 6 4 , 5 7 2 7 , 3 1 0 , 2 1 5 8 8 , 8 0 2 , 5 0 5 4 , 6 0 5 , 6 2 3 9 , 3 1 4 , 3 0 0 0 , 0 5 1 , 3 1 5 7 , 9 4 7 , 7 6 0 9 , 7 2 6 7 6 6 , 0 4 5 4 9 2 , 4 0 1 , 5 R E T N E C G N P P O H S I N W A L D O O W A Z A L P S D A O R S S O R C E G A L L I V K E E R C K A O S R E N R O C L I A U Q S N O M M O C N O S D V A D I 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 . . C S E R A U Q S E G D R T S E W I H G U O R O B S L L I H / E T A N E S C S E C A L P K R A P I S S O R C I G N S S O R C E L L I V S E R O O M E D A N E M O R P Y E L L A V T N A S A E L P I I I S N O M M O C D L E F E K A W I I S G N S S O R C D L E F E K A W 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 I N O T A T S N A N N E R B L E C R A P T U O A Z A L P E L A D R E V O L C A Z A L P K R A P N E S N E R O S   ) C ( 5 8 9 1 1 0 0 2 2 7 9 1 ) A ( 8 0 0 2 4 1 0 2 6 9 9 1 6 9 9 1 4 1 0 2 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 4 1 0 2 9 0 0 2 4 1 0 2 4 9 9 1 8 9 9 1 3 9 9 1 7 0 0 2 4 9 9 1 9 0 0 2 8 9 9 1 9 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 3 1 , 8 1 5 , 6 2 9 8 2 , 0 5 2 , 8 1 0 1 5 , 3 7 3 , 6 - 9 8 0 , 4 0 4 , 0 1 - 7 5 2 , 7 3 3 , 0 1 - - - - - - - - - - - 1 4 7 , 2 4 1 , 3 0 9 8 , 2 6 1 , 3 1 5 1 3 , 3 8 3 , 4 I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C 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 I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D 8 0 0 2 2 6 8 , 7 8 9 , 6 1 4 2 9 , 0 6 0 , 5 1 0 5 9 , 3 8 2 , 0 1 5 7 8 , 4 4 3 , 5 2 0 6 1 , 6 9 1 , 2 2 3 4 6 , 1 7 6 , 3 1 5 6 , 2 8 3 , 2 8 3 0 , 7 0 1 , 2 9 9 1 , 8 6 7 , 7 4 6 0 1 , 8 9 6 , 6 1 7 6 4 , 3 0 7 , 6 7 9 0 , 0 4 0 , 2 3 9 4 , 9 8 7 , 2 1 7 8 , 6 4 8 1 4 9 , 5 7 8 , 2 9 0 1 , 5 7 3 , 0 1 9 4 7 , 2 2 4 , 4 7 2 5 , 7 5 9 , 7 9 4 7 , 2 2 4 , 4 - 5 1 7 , 8 4 1 , 3 3 8 5 , 7 1 4 , 2 0 0 3 , 0 4 0 , 2 1 0 6 6 , 3 4 6 , 0 1 5 1 2 , 4 0 1 2 3 4 , 3 9 5 , 1 4 9 0 , 4 6 3 , 6 4 3 5 , 8 1 3 , 4 - 5 1 9 , 0 6 6 , 2 3 8 5 , 7 1 4 , 2 S W A H S - L L A M M A H G N K C O R I L C P D N A L A Z A L P E T R P O H S I A Z A L P N O T L R A M I N O S N M A N N C I 1 3 5 , 6 9 8 , 4 2 0 6 , 1 5 5 , 4 9 2 9 , 4 4 3 7 1 9 , 5 3 6 , 1 1 9 4 , 8 0 6 , 2 3 2 1 , 2 5 6 R E T N E C G N P P O H S I 0 7 0 , 5 1 6 , 8 4 3 2 4 , 7 0 6 , 2 3 7 4 6 , 7 0 0 , 6 1 - 6 4 0 , 4 7 5 , 9 1 7 3 3 , 3 4 0 , 2 1 9 0 7 , 0 3 5 , 7 8 8 3 , 1 4 2 , 1 3 2 4 , 7 0 6 , 2 3 9 4 9 , 1 0 8 , 0 1 7 4 6 , 7 0 0 , 6 1 R E T N E C G N P P O H S W E I I V L L I H 9 0 7 , 0 3 5 , 7 S N O I L I V A P E T A T S N E D R A G - 6 5 1 , 0 8 1 , 5 2 7 1 4 , 7 8 0 , 6 2 0 4 3 , 9 6 7 , 5 5 6 7 3 , 1 8 7 , 5 1 4 8 , 0 2 5 , 1 3 9 7 , 8 6 8 , 1 3 9 8 7 , 5 8 9 , 2 2 4 0 0 , 3 8 8 , 8 2 8 8 , 7 4 4 1 8 1 , 0 9 2 , 7 5 6 3 0 , 7 0 6 , 5 4 5 4 1 , 3 8 6 , 1 1 3 5 6 , 8 9 8 , 3 2 8 3 , 8 4 5 , 2 2 3 8 3 , 8 0 7 , 1 4 9 2 5 , 2 7 8 , 8 5 4 1 , 3 8 6 , 1 1 E R A U Q S R E T S B E W A Z A L P N E D R O L 9 6 0 , 2 6 3 , 4 1 1 3 9 , 0 4 1 0 0 0 , 3 0 5 , 4 1 7 0 4 , 3 4 5 3 9 5 , 9 5 9 , 3 1 ) 2 4 4 , 7 8 6 ( 9 6 7 , 3 9 6 , 1 1 3 7 6 , 6 9 4 , 3 7 9 8 , 9 8 6 , 1 4 5 8 , 2 5 2 , 8 3 0 1 , 8 1 2 , 3 1 9 3 8 , 8 9 5 , 8 2 4 5 0 , 6 0 0 , 5 5 5 7 , 5 9 8 , 4 4 6 1 2 , 2 5 1 , 4 4 3 1 6 , 1 5 7 , 4 1 1 3 0 , 9 9 8 , 8 0 8 9 , 4 3 6 , 0 3 9 7 3 , 8 6 9 , 1 2 5 3 8 , 9 5 9 , 2 1 4 6 7 , 2 8 0 , 2 1 7 3 , 1 4 6 , 0 3 6 6 7 , 6 1 3 , 8 5 9 3 , 0 0 6 , 5 4 6 1 3 , 5 0 6 , 6 1 3 7 3 , 5 0 8 , 2 2 7 6 5 , 5 5 2 , 6 9 2 1 , 7 0 0 , 5 3 5 9 4 , 1 4 8 , 6 2 2 3 6 , 2 9 7 , 2 1 5 5 2 , 6 5 1 , 2 6 1 0 , 2 1 1 , 8 1 6 0 , 6 7 1 , 4 4 7 9 , 7 8 6 , 4 1 4 7 3 , 6 3 8 , 1 5 8 4 , 2 5 3 , 8 9 7 7 , 2 4 0 , 1 9 8 2 , 7 1 1 , 1 5 9 5 , 3 9 7 4 3 5 , 0 6 1 6 9 1 , 5 3 2 , 7 5 6 8 , 3 5 7 , 1 0 8 0 , 0 9 2 , 1 0 9 6 , 9 7 0 , 5 1 3 6 , 9 9 7 7 4 , 6 4 1 - 7 1 8 , 1 1 5 9 4 9 , 7 7 5 , 4 2 0 8 , 0 0 5 , 5 1 0 4 1 , 9 5 5 , 4 1 8 0 0 , 6 0 2 4 7 0 , 5 4 0 , 1 2 1 7 , 2 1 7 0 1 1 , 5 9 9 , 6 7 7 4 , 9 8 4 , 1 9 1 1 , 3 8 1 , 9 4 5 2 , 3 9 4 , 5 4 9 6 , 7 6 7 , 9 2 7 1 , 1 2 7 , 8 9 2 3 , 2 2 1 , 6 7 1 5 , 2 6 3 , 2 1 5 9 , 9 1 7 , 5 3 6 0 , 0 3 6 , 5 1 2 4 4 , 8 9 5 , 7 3 4 6 4 , 3 9 3 , 4 3 1 4 2 , 2 7 5 , 3 1 4 2 , 2 2 1 , 3 5 4 9 , 4 5 9 , 9 1 6 0 1 , 3 0 1 , 6 1 8 7 9 , 4 0 2 , 3 9 3 8 , 1 5 8 , 3 0 0 0 , 0 5 4 2 5 5 , 3 7 5 , 1 2 2 1 9 , 9 1 8 , 2 1 5 5 2 , 2 9 6 5 7 6 , 5 1 0 , 1 6 6 5 , 6 0 1 , 2 1 5 8 , 0 1 4 , 5 1 0 6 2 , 5 4 1 , 5 1 5 5 7 , 6 8 9 , 1 4 5 5 7 , 6 8 4 , 0 4 0 0 0 , 0 0 5 , 1 ) 0 ( 4 8 0 , 0 0 6 , 7 1 5 1 7 , 2 9 3 , 0 3 7 2 5 , 4 3 5 , 8 2 8 8 1 , 8 5 8 , 1 1 3 7 , 3 7 4 , 5 2 8 7 0 , 5 8 6 5 8 5 , 1 8 7 , 2 9 8 9 , 2 0 2 , 4 7 4 4 , 3 9 1 , 1 3 3 3 , 1 4 8 , 2 1 0 6 , 3 9 8 , 0 1 6 3 2 , 7 7 2 , 2 1 8 7 , 9 4 1 , 8 8 0 5 , 9 6 3 , 5 9 3 2 , 7 9 0 , 4 3 6 9 , 0 9 8 , 8 1 7 9 4 , 6 7 4 , 4 1 7 9 0 , 4 6 5 0 2 8 , 3 4 7 , 2 7 6 4 , 4 1 4 , 4 9 6 2 , 2 7 2 , 1 8 6 4 , 8 3 1 5 , 8 3 3 , 1 9 3 6 , 6 3 1 , 3 2 9 6 , 3 1 9 9 8 4 , 4 2 8 , 9 3 1 1 9 , 7 2 1 , 1 3 0 2 0 , 0 1 8 , 3 1 5 6 3 , 8 0 2 , 3 1 5 5 6 , 1 0 6 9 7 5 , 6 9 6 , 8 6 6 3 , 8 1 9 , 8 2 1 6 7 , 3 0 8 , 0 1 9 8 0 , 8 6 3 , 5 5 3 5 6 , 7 4 0 , 0 4 6 3 4 , 0 2 3 , 5 1 ) 1 2 2 , 9 4 9 ( 8 8 4 , 6 2 3 , 5 2 1 9 2 , 3 7 6 , 0 2 2 0 7 , 7 2 9 , 8 2 9 3 3 , 1 0 7 , 1 2 4 8 0 , 8 1 6 , 8 3 8 0 , 8 0 4 , 6 7 9 1 , 3 5 6 , 4 3 6 3 , 6 2 2 , 7 0 0 0 , 0 1 2 , 2 7 0 7 , 9 3 0 , 2 3 9 3 , 1 9 5 , 2 9 3 2 , 8 3 5 9 7 0 , 7 2 7 , 0 4 2 1 0 , 1 7 1 , 9 2 7 6 0 , 6 5 5 , 1 1 ) 2 5 3 , 4 6 2 ( 0 4 6 , 0 1 0 , 3 4 0 6 , 4 0 4 , 2 4 7 8 , 6 9 9 , 0 4 4 8 5 , 3 3 6 , 8 1 6 4 9 , 9 0 1 , 9 1 5 1 4 , 0 9 5 , 5 4 6 3 , 5 3 4 , 9 2 5 5 7 , 6 8 4 , 0 4 2 3 2 , 7 0 1 , 3 8 6 7 , 8 6 2 , 2 8 6 2 , 1 1 8 , 6 7 4 5 , 3 8 1 , 3 7 5 8 , 9 3 3 , 1 1 8 7 9 , 4 0 2 , 3 9 3 8 , 1 5 8 , 3 0 0 0 , 0 5 4 5 5 6 , 1 0 6 3 8 4 , 5 9 8 , 7 6 3 4 , 0 2 3 , 5 1 7 9 1 , 3 5 6 , 4 3 6 3 , 6 2 2 , 7 9 2 4 , 9 8 4 , 2 0 0 0 , 0 0 5 , 1 7 6 0 , 6 5 5 , 1 1 7 9 0 , 4 6 5 2 5 7 , 1 1 8 , 1 0 2 8 , 3 4 7 , 2 6 6 4 , 4 1 4 , 4 9 6 2 , 2 7 2 , 1 R E T N E C N W O T Y A W A T A C S P I I A Z A L P K C W S N U R B H T R O N . . C S D O O W E G D R I E D A N E M O R P S G N R P S M R A W I 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 ’ I E D S E & W - S N O M M O C I G N D L I U B K N A B Y E K N O T P M A H E G D R B I A Z A L P E T N O M L E D A Z A L P N A E C O - I I I T N E C S E R C N O N U I Y U B T S E B A Z A L P T N O M T S E W E V A H P L A R - T R O P E M O H . . C S E R O M L L E B I Y A W H G H S G N K I 4 5 0 , 6 0 0 , 5 - 9 1 9 , 9 2 7 , 3 1 5 0 2 , 1 4 4 , 8 9 8 7 , 6 7 1 , 3 3 8 7 7 , 1 4 8 , 3 2 4 1 7 , 8 8 2 , 5 1 1 0 , 5 3 3 , 9 4 5 0 , 6 0 0 , 5 ) 1 9 3 , 3 4 ( 0 0 8 , 3 6 5 4 8 , 2 0 6 , 0 1 8 7 9 , 7 7 7 , 3 2 6 5 5 , 6 9 3 , 0 6 3 3 9 , 1 7 5 , 9 4 4 2 6 , 4 2 8 , 0 1 9 3 4 , 0 7 2 , 6 6 5 3 , 1 1 7 , 8 5 0 0 8 , 3 7 1 , 2 4 6 5 5 , 7 3 5 , 6 1 8 4 8 , 3 1 4 , 3 1 2 6 , 7 5 9 , 4 1 4 0 1 , 4 4 9 , 9 5 2 0 , 6 5 3 , 7 4 0 1 , 4 4 9 , 9 - 6 9 5 , 1 0 6 , 7 ) 6 0 5 , 3 1 ( 9 2 8 , 1 6 3 4 9 4 , 1 0 3 , 3 4 2 5 9 , 9 5 7 , 8 3 6 9 1 , 4 9 9 , 6 1 1 6 , 7 5 9 , 9 - 4 2 6 , 4 2 8 , 0 1 6 5 5 , 7 3 5 , 6 1 6 9 5 , 1 0 6 , 7 R E T N E C E N W O T L E D M L O H I I S N O M M O C L E D M L O H E L A D S L L I H T A A Z A L P E D A H S E L P A M 2 9 6 , 7 4 3 , 1 3 1 2 2 , 2 9 1 , 1 1 1 7 4 , 5 5 1 , 0 2 6 3 2 , 0 3 1 4 8 9 , 1 6 0 , 1 1 1 7 4 , 5 5 1 , 0 2 S L L I H T R O H S T A A Z A L P ) 5 5 7 , 0 8 8 , 6 ( - 9 0 8 , 6 8 8 , 1 1 E D A N E M O R P H G U O R O B S L L I H 0 6 7 , 5 8 3 0 3 9 , 8 1 5 , 1 5 6 4 , 0 7 1 , 3 1 1 0 , 5 3 3 , 9 T S A E R E T N E C E C R E M M O C 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 E G A L L I V R O S D N W T S A E I L A R T N E C 0 4 1 I D A E T R & S I ’ Y L L A B 121   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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C 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 I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I I I ) C ( 9 6 9 1 0 9 9 1 ) A ( 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 4 0 0 2 7 0 0 2 4 1 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 0 0 0 , 0 0 0 , 2 1 0 4 6 , 9 0 7 , 5 3 7 1 7 , 0 1 9 , 9 7 5 3 , 0 2 6 , 5 4 6 3 7 , 0 6 2 , 3 3 1 2 6 , 9 5 3 , 2 1 4 3 9 , 2 5 5 , 2 2 0 8 , 7 0 7 , 0 3 1 2 6 , 9 5 3 , 2 1 E R O H S Y A B T A T E K R A M - - - - - - - - - - - - - 5 1 0 , 9 7 8 , 0 1 - - - - - - - - - - - - - - - - 9 6 2 , 6 7 1 , 8 3 2 4 , 5 1 1 , 3 2 3 4 8 , 5 3 2 2 1 1 , 2 1 4 , 8 0 9 2 , 3 0 6 , 3 3 8 0 , 7 9 4 , 1 1 6 0 5 , 2 1 6 , 4 3 6 7 3 , 2 3 6 , 8 2 2 2 8 , 8 0 8 , 4 0 3 1 , 0 8 9 , 5 3 2 0 , 5 1 5 0 2 0 , 1 0 4 , 5 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 A Z A L P N E L L U K G N K I I E V A C T N A L T A - D O O F Y E K K R A M H T A P 4 3 9 , 5 7 3 , 9 1 0 3 8 , 4 2 2 , 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 3 9 , 6 2 5 1 6 1 , 9 5 3 , 7 1 4 6 6 , 4 1 7 , 6 R E T N E C G N P P O H S I 7 2 0 , 1 6 1 , 7 3 2 2 , 8 1 4 , 0 1 9 8 9 , 9 7 2 , 5 3 0 7 , 8 1 2 , 9 1 3 9 6 , 3 1 7 , 5 7 3 4 , 8 1 5 , 1 2 2 6 , 0 5 9 , 2 8 6 3 , 7 4 2 2 1 , 4 4 7 5 4 2 , 3 4 7 , 1 4 6 4 , 9 7 6 , 8 4 6 4 , 9 4 0 , 5 5 4 8 , 8 6 3 , 3 1 7 8 1 , 7 5 3 , 0 1 7 5 3 , 7 2 3 , 5 4 8 0 , 3 9 1 , 1 5 2 8 , 2 6 9 , 9 1 2 2 4 , 6 8 8 , 5 1 7 3 9 , 6 5 4 , 7 7 9 3 , 8 7 3 , 6 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 1 4 5 , 8 7 0 , 1 3 7 6 , 4 7 2 1 2 1 , 1 5 7 , 2 - 8 1 9 , 7 8 2 6 1 8 , 1 6 8 , 3 1 9 7 , 4 7 7 , 4 6 6 0 , 6 0 6 , 7 4 8 0 , 3 9 1 , 1 1 8 5 , 6 1 5 , 2 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 1 4 5 , 8 7 0 , 1 8 7 0 , 3 5 6 , 3 1 7 2 2 , 9 0 9 5 0 3 , 2 6 5 , 4 1 5 0 3 , 2 5 9 , 2 0 0 0 , 0 1 6 , 1 1 8 1 8 , 8 1 7 8 4 , 3 3 9 , 2 0 0 0 , 0 1 6 , 1 1 K C A M M O C A Z A L P D O O W H C R B I . . C S T N O M L E 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 . . C S E R A U Q S N I L K N A R F D R A V E L U O B A N E S S K I R T C G N P P O H S I 2 0 0 , 0 1 1 0 4 1 , 5 1 7 , 4 2 1 2 , 9 4 0 , 7 0 9 2 , 6 1 6 , 0 1 1 4 7 , 6 1 7 5 3 7 , 9 2 8 , 7 3 - 6 9 9 , 3 6 0 , 6 9 0 9 , 4 5 1 , 3 6 1 5 , 7 8 3 , 1 7 8 1 , 7 2 6 3 6 1 , 7 5 8 , 7 2 0 0 , 0 1 1 - 5 3 1 , 9 7 7 , 0 1 1 3 0 , 4 8 2 , 9 9 9 1 , 1 7 7 , 3 1 0 6 4 , 8 2 2 , 0 1 8 2 7 , 6 3 4 , 8 6 9 8 , 4 6 9 , 5 2 0 0 , 0 1 1 5 0 1 , 5 9 4 , 1 9 3 7 , 2 4 5 , 3 2 3 8 , 1 7 4 , 2 7 2 9 , 3 4 3 , 1 7 2 9 , 3 4 3 , 1 - 7 9 8 , 6 8 6 , 5 4 7 6 5 , 8 1 3 , 3 3 0 3 3 , 8 6 3 , 2 1 - 0 1 7 , 4 0 3 , 3 5 8 0 , 2 6 9 , 1 0 8 4 , 5 2 1 2 7 0 , 7 4 2 4 8 3 , 8 6 1 - 0 2 3 , 9 7 9 , 5 5 7 3 , 6 6 2 , 8 6 1 4 , 9 3 8 , 5 3 4 5 , 5 7 1 , 1 5 9 4 , 1 7 0 , 3 3 0 3 3 , 8 6 3 , 2 1 H T U O S S N O M M O C - Y A W D A O R B H T R O N 1 0 5 2 0 0 , 0 1 1 5 0 1 , 5 9 4 , 1 9 3 7 , 2 4 5 , 3 2 3 8 , 1 7 4 , 2 I G N S S O R C A T O C S I A Z A L P S Y A B N O T P M A H A Z A L P E L L I V S K C H I A Z A L P E K P N R U T I 122 O H C R E J I 7 1 5 , 7 8 4 , 1 1 0 3 9 1 8 , 7 8 4 , 1 8 8 2 , 2 1 3 5 , 5 8 4 , 1 9 3 5 9 4 7 , 1 1 3 5 , 5 8 4 , 1 4 6 8 , 5 4 1 , 3 1 0 6 , 3 7 8 , 5 1 6 2 6 , 0 2 5 , 3 0 1 2 , 6 9 0 , 4 3 8 5 6 , 3 4 2 0 2 0 , 2 6 9 , 4 4 0 1 , 5 0 1 2 2 5 , 9 8 3 , 3 3 1 8 , 2 3 3 , 2 2 2 6 , 5 3 8 , 0 2 8 6 3 , 8 5 5 , 7 1 0 3 7 , 5 2 6 , 3 7 7 5 , 6 5 9 , 1 2 7 1 , 2 5 8 , 0 2 2 8 3 , 8 4 9 , 4 5 3 4 4 , 6 7 4 , 1 5 9 0 7 , 6 5 0 , 1 3 5 2 , 7 7 2 , 3 3 5 1 , 9 6 6 , 1 9 3 9 , 1 7 4 , 3 7 4 7 , 0 3 2 0 5 1 , 7 9 3 , 4 ) 0 0 8 , 4 6 1 ( 5 7 7 , 9 4 2 , 2 8 1 2 , 1 6 1 , 3 1 0 3 7 , 9 9 6 , 2 1 7 5 , 5 1 2 , 1 3 8 0 8 , 5 6 1 , 9 1 0 0 0 , 9 0 9 4 5 2 , 7 7 2 , 3 0 0 8 , 0 9 0 , 1 3 0 0 , 7 6 5 , 4 T E E R T S T S 1 2 - D O O F Y E K R E T N E C T E S S A H N A M A Z A L P K C E N E L T T I L T E S S A H N A M I E K P N R U T N O N U I ) T O L G N K R A P I ( E N A L Y R R E M R A L L O D Y L I M A F 0 0 0 , 0 5 9 - 0 0 0 , 0 5 9 - 0 0 0 , 0 5 9 - 0 0 0 , 0 5 9 ) l a i t n e d i s e r ( R E T N E C 5 3 4 , 2 7 8 , 5 0 1 9 , 0 5 0 , 5 8 8 2 , 4 6 5 , 9 2 7 1 , 2 3 6 , 3 4 9 3 , 8 1 6 , 9 2 2 6 , 5 3 9 , 4 2 1 2 , 0 8 6 4 0 7 , 8 5 7 , 1 1 0 7 , 1 8 7 , 1 9 3 1 , 1 3 6 , 7 1 1 6 , 2 3 8 , 6 6 2 1 , 9 5 7 , 5 3 1 7 , 6 0 2 , 5 3 1 0 , 2 7 8 , 1 8 9 8 , 5 2 6 , 1 7 8 1 , 1 3 9 6 4 2 , 3 6 5 6 7 0 , 9 9 6 , 1 4 6 3 , 3 6 2 , 1 1 4 6 3 , 3 1 1 , 7 4 5 6 2 7 3 , 6 6 5 , 1 0 1 1 , 7 0 7 , 5 6 7 4 , 6 5 0 , 1 7 2 8 , 2 3 6 , 3 1 2 4 , 5 2 1 6 6 7 , 4 8 1 , 1 1 6 6 7 , 6 5 6 , 7 3 3 7 , 2 4 6 , 0 1 0 4 0 , 9 7 3 , 0 1 8 8 6 , 6 3 7 , 1 3 3 0 , 0 3 6 , 1 0 0 0 , 0 5 1 , 4 6 0 4 , 7 0 5 , 3 0 0 0 , 8 2 5 , 3 3 9 6 , 3 6 2 5 5 6 , 6 0 1 ) 9 2 3 , 7 0 4 ( 8 3 5 , 1 2 1 8 6 6 , 2 9 2 9 0 0 , 5 9 7 , 9 6 3 8 , 3 5 5 , 1 0 4 9 , 7 2 8 , 4 9 4 5 , 8 8 3 , 4 2 9 6 , 0 2 5 , 7 6 2 1 , 4 8 9 0 , 4 6 3 , 7 7 9 1 , 6 7 1 3 0 , 4 8 5 3 1 0 , 2 7 8 , 1 6 1 8 , 0 8 8 , 1 0 0 0 , 0 5 1 , 4 2 6 1 , 7 0 5 , 3 0 0 0 , 8 2 5 , 3 3 9 6 , 3 6 2 5 5 6 , 6 0 1 E N A U D - S N E E U Q H T E P S A M E D A E R . . C S A U Q E P A S S A M H T R O N R E T N E C G N P P O H S I A Z A L P L L I H O T T E N A M A Z A L P N W O T H T M S I K R A P D O O W H C R B I A L O E N M I . . C S T E S S O Y S 1 2 5 , 1 1 3 , 2 1 9 0 0 , 9 0 4 , 0 1 0 3 5 , 0 2 7 , 2 2 0 3 5 , 0 4 4 , 0 2 0 0 0 , 0 8 2 , 2 9 7 5 , 2 1 4 , 1 1 1 5 9 , 7 2 0 , 9 0 0 0 , 0 8 2 , 2 . . C S D N O M H C R I 5 0 7 , 7 1 0 , 5 1 2 6 1 , 3 1 6 , 5 6 6 8 , 0 3 6 , 0 2 2 4 4 , 2 8 4 , 7 1 4 2 4 , 8 4 1 , 3 2 0 9 , 8 7 8 , 5 4 6 9 , 1 1 8 , 1 1 0 0 0 , 0 4 9 , 2 L E C R A P T U O I - E G D R N E E R G   I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( S E C N A R B M U C N E , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A I I N O T A C E R P E D I I N O T A C E R P E D I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D 1 0 0 2 6 0 0 2 6 0 0 2 3 7 9 1 0 0 0 2 5 0 0 2 6 0 0 2 5 0 0 2 4 1 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 5 9 9 1 9 9 9 1 9 0 0 2 9 0 0 2 4 0 0 2 7 0 0 2 0 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 2 0 0 2 6 9 9 1 4 8 9 1 6 8 9 1 - - - 5 2 9 , 6 5 6 , 2 3 - - - - - - - - - - - - - - - - - - - - - - - - - 9 9 8 , 0 7 0 , 4 9 8 1 , 2 2 4 , 3 1 8 6 3 , 9 1 3 , 0 1 7 5 5 , 2 9 6 , 8 7 4 6 8 , 4 2 8 , 1 1 2 2 3 , 6 9 7 , 6 4 0 3 3 , 7 1 9 , 8 3 1 6 , 7 5 1 , 6 1 2 0 , 4 5 5 , 2 6 3 9 , 0 0 4 , 2 1 1 2 , 8 4 7 , 2 4 3 0 , 4 1 0 , 3 9 4 3 , 6 4 1 , 1 7 6 8 , 0 6 7 5 7 6 , 6 0 5 , 1 9 6 5 , 1 4 4 , 1 9 1 2 , 5 8 2 , 4 8 5 9 , 6 9 9 , 4 2 8 4 , 0 8 8 , 4 1 6 4 2 , 4 8 7 , 2 2 4 3 8 , 9 1 2 , 9 9 1 5 3 3 , 8 3 0 , 0 1 9 1 0 , 1 4 0 , 2 1 6 4 , 3 7 4 , 2 9 0 9 , 7 0 0 , 9 1 4 8 2 , 0 9 5 , 9 2 3 7 9 , 5 7 2 , 2 3 2 3 6 , 5 0 8 , 1 5 1 4 , 8 9 3 , 7 5 9 1 , 9 8 1 , 3 9 3 2 , 3 8 2 , 2 7 7 9 , 0 8 4 7 6 0 , 8 6 2 , 2 2 4 8 9 , 0 3 3 , 3 5 9 0 , 4 1 4 0 7 6 , 4 7 3 1 6 4 , 2 9 9 , 1 4 0 9 , 3 5 8 1 1 , 8 4 4 0 5 9 , 8 5 9 , 1 7 5 3 , 8 2 9 , 4 8 9 5 , 2 9 7 , 3 4 7 8 , 5 6 7 8 1 , 7 6 8 , 2 - 2 2 8 , 9 4 1 0 9 , 2 9 9 , 3 4 2 4 , 9 3 2 , 1 5 2 0 , 6 3 3 , 7 7 9 7 , 8 8 9 , 2 4 1 8 5 , 2 2 5 , 4 7 3 6 , 5 7 2 , 1 1 2 8 , 4 0 5 , 2 4 1 9 , 3 4 0 , 3 1 7 9 , 2 2 9 , 5 1 6 2 , 6 0 8 , 2 7 6 2 , 1 9 0 , 3 8 1 0 , 9 7 4 , 1 1 3 8 , 2 8 8 , 1 0 0 2 , 6 7 3 , 1 6 4 3 , 0 0 8 , 0 1 2 0 6 , 9 9 1 , 5 4 4 7 , 0 0 6 , 5 ) 8 5 8 , 8 8 5 , 1 ( 0 6 4 , 8 8 7 , 6 3 2 6 , 0 6 9 , 0 0 1 8 8 0 , 7 3 2 , 2 7 6 3 5 , 3 2 7 , 8 2 0 2 8 , 4 0 0 , 4 3 7 6 2 , 2 3 2 , 8 3 8 4 8 , 5 5 1 , 5 1 6 5 2 , 7 9 5 , 0 1 7 1 4 , 0 1 2 , 7 4 4 2 3 , 1 3 9 , 4 3 0 0 0 , 2 9 2 , 9 4 7 0 , 0 5 1 , 8 5 2 9 , 7 0 6 , 2 6 8 8 , 9 5 3 , 4 9 2 3 , 6 9 1 , 3 1 9 3 , 2 4 9 , 7 7 4 9 , 8 3 9 , 4 1 4 7 , 6 2 8 2 6 8 , 3 7 3 , 4 9 6 5 , 1 4 4 , 1 9 7 6 , 8 8 6 , 6 0 0 3 , 2 7 3 , 6 7 0 8 , 6 6 3 9 0 9 , 7 8 4 , 3 0 7 8 , 3 1 4 , 2 3 6 1 , 7 0 3 , 7 0 3 4 , 4 7 1 , 4 3 1 9 , 8 7 5 6 8 , 9 1 5 5 4 0 , 7 4 7 , 3 2 4 6 , 4 2 5 , 5 9 7 7 , 6 4 0 , 5 2 5 4 , 4 8 9 8 1 5 , 9 8 4 , 3 3 8 3 , 3 7 8 , 8 1 1 6 9 , 0 7 0 , 3 1 7 7 9 , 1 7 8 9 5 4 , 2 8 7 8 2 2 , 5 3 6 7 1 5 , 4 6 7 8 2 8 , 7 4 7 8 1 8 , 6 2 6 4 0 7 , 1 2 9 2 2 4 , 2 0 8 , 5 5 2 1 , 5 3 0 , 2 7 2 3 , 2 6 0 , 4 2 9 5 , 8 5 5 , 4 3 9 0 , 9 7 2 , 2 1 1 2 3 , 3 0 6 , 2 5 7 7 , 7 7 7 , 1 8 4 8 , 5 5 1 2 7 4 , 7 1 1 ) 0 1 9 , 4 9 3 ( 6 0 4 , 8 1 9 , 1 8 1 1 , 1 4 2 , 2 ) 8 8 3 , 4 2 ( - 3 3 1 , 8 8 5 1 4 4 , 2 8 2 , 4 0 3 8 , 0 4 3 , 2 2 5 4 , 4 8 9 - ) 6 0 3 , 2 4 3 , 2 ( - ) 9 8 7 , 4 3 4 , 1 ( - 0 0 0 , 5 3 5 4 0 , 2 1 7 , 3 ) 0 4 8 , 0 9 6 , 2 ( 2 8 9 , 2 5 1 , 3 2 8 0 , 8 4 4 9 7 8 , 2 2 6 , 2 1 8 0 4 , 1 4 4 , 0 1 2 5 8 , 3 1 8 , 4 3 0 1 3 , 9 9 8 , 6 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 4 7 , 0 0 6 , 5 6 3 5 , 3 2 7 , 8 2 2 9 5 , 8 5 5 , 4 3 9 0 , 9 7 2 , 2 1 0 0 6 , 7 8 7 , 2 5 7 7 , 7 7 7 , 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 8 1 8 , 6 2 6 0 3 5 , 1 6 2 , 2 5 7 8 , 3 8 7 , 3 2 2 4 , 2 0 8 , 5 0 0 5 , 2 6 0 , 5 7 2 3 , 2 6 0 , 4 1 7 2 , 0 2 1 , 0 3 1 7 2 , 0 2 1 , 0 3 - 4 9 0 , 9 5 7 7 1 , 1 6 0 , 0 3 - 0 3 6 , 8 0 2 , 2 4 2 9 5 7 , 8 2 9 , 0 7 1 1 7 8 , 9 7 2 , 1 7 8 7 3 , 7 7 1 , 5 1 8 3 , 1 5 3 , 6 6 1 1 7 8 , 9 7 6 , 0 7 5 5 6 , 6 1 3 , 3 5 5 6 , 6 1 3 , 3 - 6 1 9 , 0 6 5 , 4 1 1 9 3 , 9 7 6 , 1 1 5 2 5 , 1 8 8 , 2 7 4 7 , 7 1 9 8 2 , 3 5 1 8 0 9 , 8 9 2 , 3 1 0 1 , 6 2 5 , 1 1 2 8 2 , 8 7 9 , 4 4 9 3 , 6 4 2 , 4 4 2 8 , 1 5 0 , 2 2 4 5 1 , 6 1 9 , 5 1 5 5 2 , 3 1 5 , 5 3 7 6 9 , 2 2 7 , 6 2 4 3 2 , 2 8 0 , 5 3 5 5 8 , 5 2 2 , 0 3 9 9 8 , 6 9 8 , 4 3 3 4 , 7 7 8 , 8 6 2 0 , 2 7 0 , 5 9 3 4 , 9 5 6 , 3 9 9 8 , 6 4 8 , 3 7 9 0 , 2 5 3 , 7 0 6 3 , 5 9 8 , 4 1 5 5 , 7 2 9 , 2 8 8 8 , 1 3 7 0 7 6 , 5 3 1 , 6 8 8 2 , 0 9 7 , 8 9 7 3 , 6 5 8 , 4 0 0 0 , 0 5 0 , 1 7 3 3 , 5 2 5 , 1 6 6 6 , 6 7 1 8 8 8 , 1 3 7 7 6 9 , 2 2 4 , 6 2 - 8 8 1 , 9 1 3 3 4 8 , 8 1 3 , 1 1 5 5 , 7 2 9 , 2 2 1 0 , 5 0 6 , 5 1 - - 5 4 9 , 8 7 3 , 4 1 7 2 , 4 7 4 , 1 4 6 3 , 0 0 1 , 3 0 1 9 , 6 4 8 , 5 2 8 2 6 , 2 7 3 , 2 2 3 7 , 1 5 2 , 4 0 6 3 , 5 9 8 , 4 1 5 5 , 7 2 9 , 2 - 5 2 5 , 1 8 8 , 2 8 8 8 , 1 3 7 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 7 3 3 , 5 2 5 , 1 6 6 6 , 6 7 1 8 8 8 , 1 3 7 8 3 2 , 6 5 1 , 4 0 8 3 , 0 7 5 , 2 7 1 6 , 6 2 7 , 6 6 1 6 , 7 3 8 , 5 1 0 0 , 9 8 8 8 2 7 , 4 7 0 , 3 8 8 8 , 2 6 7 , 2 1 0 0 , 9 8 8 . E V A L A R T N E C - D O O F Y E K A Z A L P E U N E V A T S E R O F A Z A L P E C N E D N E P E D N I A Z A L P D N A L S I N E T A T S C N F A Z A L P N A L Y H . . I C S S N A L P E T H W I A Z A L P K E E R C R E V A E B A Z A L P Y G N A T N E L O A Z A L P E N A M O R I R E T N E C T N E K A Z A L P S P O T I N O T C N U J Y E L L A V L L E W O P R E T N E C L I A R T N O G E R O L I A T E R R T C K R A P H G H I 123 I G N P P O H S E R A U Q S R E T N E C R E T N E C A Z A L P E N Y A W I G N S S O R C G R U B S R E B M A H C E G A L L I V N O V E D A Z A L P O N O C O P A Z A L P E L L I I V N N M C M & E G A R A G L A T P S O H I I E C F F O . D E M E R A U Q S N A B R U B U S A Z A L P A W E P P H C I I A Z A L P E G E N R A C R E T N E C N W O T D N A L E T H W I . . C S T E K R A M R E P U S E M C A S S E N L L E W K C W T S A E I R E T N E C A Z A L P E K P E G D R I I T E K R A M R E P U S D O O F N O P M A H C I . I . C S E T R P O H S I G N P P O H S T S A E G R U B S R R A H I - - - 5 9 4 , 5 3 8 , 1 6 3 1 , 8 1 8 , 1 9 3 2 , 3 8 2 , 2 2 5 5 , 5 5 6 , 2 3 7 6 , 4 6 8 4 2 5 , 4 4 6 0 0 2 , 6 7 3 , 1 5 6 6 , 7 3 5 , 4 4 6 1 , 7 8 9 , 2 0 6 6 , 2 6 4 , 2 9 3 4 , 9 5 6 , 3 7 1 2 , 3 9 1 , 7 7 3 8 , 1 5 8 , 3 7 7 6 , 7 6 9 , 1 1 5 5 , 7 2 9 , 2 3 3 1 , 9 1 4 , 6 2 9 8 , 9 2 3 , 3 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 2 4 , 3 2 0 , 2 - - 0 7 5 , 1 8 7 8 4 5 , 2 4 8 , 3 1 5 5 , 7 2 9 , 2 5 3 5 , 4 6 6 , 2 2 2 3 , 8 4 5 , 2 2 3 2 , 9 3 4 8 8 8 , 1 3 7 4 3 1 , 6 8 6 5 4 9 , 1 2 5 S S E N L L E W G R U B M A H R E T N E C . . C S E N I L P H S N W O T I E R A U Q S N O T R R O N I . C S N O T G N S N E K W E N I 5 7 4 , 1 8 5 , 5 6 0 0 , 1 6 0 , 8 2 8 4 , 2 4 6 , 3 1 4 9 5 , 9 3 6 , 0 1 8 8 8 , 2 0 0 , 3 6 5 3 , 4 2 5 , 6 8 3 2 , 5 6 6 , 6 8 8 8 , 2 5 4 . R T C   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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A ) C ( 4 1 0 2 8 7 9 1 8 7 9 1 2 0 0 2 ) A ( 6 9 9 1 0 1 0 2 6 8 9 1 3 8 9 1 4 1 0 2 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 8 7 , 4 0 5 , 9 - - 8 4 6 , 1 0 0 , 9 S E C N A R B M U C N E 9 3 2 , 3 8 2 , 2 4 9 4 , 7 2 3 , 1 2 7 2 6 , 4 9 5 , 7 4 4 5 , 8 1 4 , 9 5 1 0 , 0 6 7 , 2 2 8 7 3 , 1 5 5 , 1 1 1 2 , 3 5 7 , 2 0 0 2 , 6 7 3 , 1 9 6 5 , 7 9 1 , 3 7 6 2 , 2 2 1 , 9 3 9 5 , 8 7 7 , 7 2 0 2 , 2 2 9 9 , 7 4 6 6 6 3 , 2 4 4 , 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 4 9 8 , 6 1 7 , 6 1 5 5 4 , 0 4 7 , 5 1 7 3 1 , 7 9 1 , 7 1 7 3 1 , 7 7 2 , 6 1 7 0 0 , 8 0 4 , 3 2 7 9 9 , 7 9 9 , 6 1 0 8 5 , 3 5 5 , 1 7 7 5 , 5 9 1 , 5 9 3 2 , 5 8 7 7 5 , 5 9 1 , 5 - 9 3 4 , 6 7 9 0 0 0 , 0 2 9 9 0 0 , 0 1 4 , 6 2 4 3 , 8 6 4 , 1 9 3 4 , 9 5 6 , 3 1 5 5 , 7 2 9 , 2 8 8 8 , 1 3 7 - 2 6 0 , 5 2 5 , 4 2 2 7 3 , 5 7 1 , 8 1 0 9 6 , 9 4 3 , 6 7 2 8 , 6 3 3 , 8 9 8 0 , 3 7 7 , 2 1 0 5 5 , 5 9 2 , 1 1 1 5 5 , 7 2 9 , 2 0 0 6 , 4 7 7 , 9 4 4 0 , 5 5 1 , 3 9 8 5 , 1 8 9 , 4 ) 7 9 0 , 6 5 6 , 1 ( 7 9 9 , 7 9 9 , 6 1 - 9 3 2 , 5 8 - 7 7 5 , 5 9 1 , 5 - 8 8 8 , 1 3 7 5 3 6 , 3 1 4 , 6 1 6 7 , 8 8 7 8 9 9 , 9 1 9 7 0 1 , 6 6 0 , 8 2 4 3 , 8 6 4 , 1 I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I I I 3 4 4 , 1 0 2 , 5 1 - 3 4 4 , 1 0 2 , 5 1 - 3 4 4 , 1 0 2 , 5 1 8 7 2 , 9 5 1 - 0 4 8 , 7 2 2 1 1 7 , 4 9 1 , 4 5 9 9 3 , 3 2 9 , 9 3 7 0 , 2 7 8 , 3 5 9 0 3 , 8 6 6 , 5 1 4 5 5 , 0 6 8 , 7 3 3 0 , 1 0 6 , 7 2 1 0 , 6 3 3 , 7 2 8 0 , 6 6 9 , 7 2 7 1 6 , 5 6 1 , 4 3 0 4 7 , 0 6 1 , 1 3 1 2 , 6 8 1 , 6 2 1 5 5 , 5 9 9 , 5 8 6 1 , 2 7 6 , 2 3 2 9 2 , 6 1 3 , 9 9 6 8 , 4 3 3 , 1 2 2 2 6 , 5 9 7 , 7 7 0 2 , 8 0 1 , 8 4 4 5 , 5 4 3 , 4 1 7 3 7 , 5 1 1 , 7 1 1 8 5 , 8 8 3 , 1 9 1 0 , 0 0 2 , 1 2 6 5 , 8 8 1 1 1 7 , 1 4 3 2 9 , 0 8 3 , 0 8 9 5 8 , 2 0 7 , 4 5 4 6 0 , 8 7 6 , 5 2 1 8 7 , 9 1 8 , 6 0 5 9 , 8 1 9 , 5 1 4 4 7 , 2 5 0 , 2 1 6 0 2 , 6 6 8 , 3 4 6 7 , 8 3 5 , 1 1 4 2 , 4 4 5 , 6 8 9 2 1 , 6 3 1 , 7 6 2 1 1 , 8 0 4 , 9 1 0 0 8 , 1 5 9 , 7 1 0 6 , 4 8 9 , 4 2 1 3 5 , 8 5 9 , 8 1 3 2 4 , 5 9 1 , 9 2 3 3 3 , 5 7 6 , 2 2 0 7 0 , 6 2 0 , 6 0 9 0 , 0 2 5 , 6 7 8 2 , 9 3 5 , 2 1 4 4 , 7 2 3 , 2 5 5 6 , 6 9 3 , 5 1 0 1 5 , 5 3 9 , 0 1 9 1 2 , 4 4 4 , 5 1 0 8 8 , 1 4 0 , 1 1 5 4 1 , 1 6 4 , 4 8 3 3 , 2 0 4 , 4 8 2 1 , 9 2 7 8 5 1 , 4 6 3 , 1 7 2 6 , 1 1 3 , 2 4 1 5 2 , 8 9 6 , 8 2 5 7 3 , 3 1 6 , 3 1 5 7 0 , 4 7 3 , 3 5 5 3 , 1 8 2 , 1 5 4 5 0 , 9 3 1 , 6 3 0 0 3 , 2 4 1 , 5 1 0 0 1 , 7 0 7 , 5 7 0 3 , 8 5 1 , 1 1 6 1 , 8 8 6 , 8 4 3 1 2 , 2 5 7 , 0 1 9 7 1 , 9 1 7 , 8 5 8 4 7 , 9 0 5 , 6 1 8 5 7 , 4 2 2 , 0 2 3 0 9 , 7 2 6 , 9 7 4 1 , 0 2 1 , 0 1 9 6 6 , 6 4 0 , 6 2 6 5 5 , 0 8 6 , 0 3 2 6 5 , 8 8 1 5 6 1 , 2 4 0 , 5 1 2 8 9 , 2 7 8 , 4 2 3 7 9 , 7 2 6 , 3 3 6 2 , 3 7 8 , 9 1 6 6 5 , 5 3 9 , 5 4 2 2 , 3 4 6 , 6 3 9 5 , 4 0 4 , 4 4 4 9 , 4 9 5 , 4 2 8 8 , 0 9 8 , 2 1 8 9 6 , 3 9 8 , 4 1 5 5 4 , 1 4 2 , 7 1 3 0 6 , 8 4 1 , 7 8 5 0 , 0 9 3 , 4 2 4 6 0 , 8 4 1 , 3 1 3 9 9 , 1 4 2 , 1 1 2 6 7 , 9 7 2 , 1 2 2 5 , 2 5 2 , 2 1 3 7 7 , 7 5 8 , 0 1 2 5 3 , 4 8 2 , 6 8 9 3 , 3 8 7 , 6 2 6 8 0 , 8 4 0 , 6 3 5 0 1 , 3 7 2 , 5 2 2 1 0 , 3 3 0 , 7 6 4 1 , 6 6 3 , 4 1 8 2 0 , 1 9 7 , 7 0 2 4 , 6 7 9 , 7 0 3 6 , 8 6 1 , 3 3 7 2 2 , 7 5 8 , 7 1 6 0 6 , 1 5 7 , 0 1 8 9 1 , 8 1 7 9 5 0 , 2 6 5 , 1 8 9 7 , 6 3 9 , 9 0 6 5 , 5 8 8 , 4 3 8 7 , 1 9 3 , 1 4 2 8 , 9 7 2 , 7 2 4 4 8 , 3 9 6 , 3 6 9 1 , 6 1 8 , 1 1 4 0 3 , 2 2 1 , 2 1 6 3 4 , 3 3 4 , 5 1 7 5 4 , 1 9 3 , 4 9 3 6 , 7 9 1 , 8 7 8 0 , 0 1 2 , 5 0 6 4 , 3 0 4 , 4 8 6 8 , 6 6 2 , 6 2 6 8 , 6 3 9 , 1 9 5 4 , 9 2 8 7 5 5 , 2 0 7 , 5 3 7 3 , 8 1 4 7 4 , 9 6 6 , 5 9 5 7 , 0 5 0 , 1 7 4 5 , 0 3 1 4 1 6 , 6 6 2 , 2 6 9 1 , 8 7 9 , 9 8 0 6 , 1 7 3 , 7 8 8 5 , 6 0 6 , 2 0 3 6 , 3 2 5 , 1 9 1 1 , 3 7 6 , 5 4 9 5 , 9 9 5 , 8 3 7 4 9 , 6 2 7 , 1 2 7 4 6 , 2 7 8 , 6 1 4 0 2 , 4 1 8 , 1 5 4 0 , 1 1 9 , 9 1 0 9 3 , 0 7 1 , 8 4 6 6 3 , 7 6 2 , 3 3 4 2 0 , 3 0 9 , 4 1 8 5 8 , 8 8 2 , 5 2 4 5 , 6 0 7 , 0 4 4 5 2 , 7 1 4 , 8 2 8 8 2 , 9 8 2 , 2 1 0 1 0 , 7 0 2 , 4 9 6 4 , 4 2 4 , 1 1 9 6 8 , 7 3 5 , 9 0 0 6 , 6 8 8 , 1 7 6 5 , 2 6 9 , 1 5 8 7 , 3 6 5 , 2 2 1 2 6 , 3 3 8 , 1 2 5 1 1 , 1 0 0 , 3 1 5 8 6 , 6 5 2 , 1 1 0 8 8 , 9 7 3 , 2 1 9 6 0 , 0 7 1 , 0 1 8 9 4 , 5 3 4 , 9 3 0 5 5 , 3 3 6 , 3 3 9 8 0 , 4 9 7 , 9 1 0 9 8 , 8 2 3 , 6 1 1 7 5 , 6 3 7 6 1 6 , 4 6 2 , 7 4 6 0 , 1 8 5 , 1 1 0 5 7 , 2 5 4 2 8 , 0 6 6 , 9 6 1 6 , 4 6 2 , 7 2 7 2 , 6 0 6 , 5 1 7 8 6 , 2 8 6 , 2 1 0 2 3 , 6 3 9 , 5 0 3 3 , 2 2 5 , 1 6 1 1 , 6 7 7 , 2 2 0 5 , 7 3 0 , 1 4 6 1 , 0 3 7 0 3 4 , 4 4 7 , 1 1 1 8 , 9 0 2 , 2 8 4 9 , 1 0 8 , 5 - 9 9 1 , 5 6 4 , 3 1 4 2 , 0 2 9 , 1 0 2 8 , 3 8 6 5 8 5 , 3 2 9 , 2 3 0 2 , 0 6 1 , 3 8 2 8 , 4 8 4 1 9 5 , 0 7 2 , 4 4 0 2 , 9 1 3 , 1 1 3 5 , 8 7 5 , 1 9 2 5 , 1 0 7 , 8 1 3 3 5 , 2 8 1 , 1 9 4 9 , 5 1 1 2 1 7 , 0 3 1 , 3 ) 9 0 8 , 4 0 4 , 2 ( 2 4 5 , 6 7 9 8 3 7 , 0 9 4 ) 1 5 2 , 2 2 7 ( 4 5 7 , 8 4 4 , 8 2 8 5 8 , 5 4 4 , 4 2 2 0 3 , 5 7 5 , 7 2 9 0 , 2 3 1 , 3 4 9 0 , 6 8 9 , 6 4 6 8 , 0 5 8 , 8 9 1 0 , 5 5 0 , 2 3 - 7 1 1 , 1 0 5 , 5 1 5 7 8 , 4 4 5 , 9 4 0 9 , 3 3 1 , 4 3 3 0 , 5 4 5 , 2 5 4 1 , 6 0 7 , 1 1 8 7 3 , 5 8 2 , 2 8 3 4 , 6 4 5 , 9 2 8 5 5 , 1 7 1 , 8 2 0 8 8 , 4 7 3 , 1 9 8 5 , 7 2 8 5 1 , 5 4 1 , 8 2 5 4 3 , 4 7 8 , 6 1 7 4 4 , 1 8 7 , 2 8 7 7 , 2 3 4 , 4 1 3 7 6 , 3 5 0 , 2 1 0 0 6 , 6 8 8 , 1 4 6 1 , 0 3 7 0 3 4 , 4 4 7 , 1 2 1 8 , 9 0 2 , 2 8 4 9 , 1 0 8 , 5 - 9 3 4 , 0 1 1 , 3 1 4 2 , 0 2 9 , 1 7 4 3 , 6 9 5 5 8 5 , 3 2 9 , 2 3 0 2 , 0 6 1 , 3 1 8 5 , 4 4 2 , 2 2 9 6 , 3 7 3 , 1 . . C S E U N E V A D R O F K N A R F A Z A L P S D A O R S S O R C A Z A L P D R O F X E W . . I C S D L E F G N R P S I . . C S E R A U Q S Y R U B S W E R H S L L A M I I I Y R U T N E C L L A M L L A H E T H W I D O O W E N N Y W A Z A L P . T S T E K R A M T S E W R E T N E C N W O T E L L I V X E R 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 L I 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 E R A U Q S S R E D L I U B - S O B O L O C S O L T R A M K - S O B O L O C S O L E N O Z E U Q A Y A M - A Z A L P N R E T S E W O W T Z E U G A Y A M - A Z A L P N R E T S E W I S O B O L O C S O L I I S O B O L O C S O L I C S A R A M A L L I V I T A N A M R E T N E C N W O T E C N O P A Z A L P O T L A O L L I J U R T R E T N E C S W E R D N A . T S A Z A L P D O O W T S E W 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 I T N O P E L A D Y R R E H C E G A L L I V E N W O T D L O K R A P T S E R O F C S Y R E L L A G 124 S N O M M O C E G D R Y R O K C H I I I I - R E T N E C N W O T N E L W O D I N O T A T S Y A W E T A G S L L I H E H T F O R E T N E C R E T N E C N O T G N I L R A   I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A I I N O T A C E R P E D I I N O T A C E R P E D I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L T S O C L A T N I 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D 2 2 3 , 0 7 3 , 2 9 4 3 , 2 5 3 , 1 1 7 6 , 2 2 7 , 3 9 4 2 , 2 2 2 , 3 2 2 4 , 0 0 5 8 9 5 , 0 9 7 1 5 6 , 1 3 4 , 2 2 2 4 , 0 0 5 . . C S E G A L L I V N W O T Y A B 6 7 7 , 8 8 1 , 3 5 1 5 , 4 5 7 , 8 3 9 4 , 2 4 8 , 0 3 9 1 8 , 6 0 8 , 3 7 6 5 , 9 6 4 , 1 5 7 2 , 5 2 8 3 1 3 , 9 4 6 , 4 3 8 8 3 , 5 0 7 , 6 2 5 2 9 , 3 4 9 , 7 6 0 2 , 1 7 9 , 5 2 - 3 4 3 , 8 5 6 , 4 0 9 7 , 9 7 5 , 9 3 4 3 , 8 5 6 , 4 0 9 7 , 6 3 2 , 5 0 0 0 , 3 4 3 , 4 5 7 5 , 3 1 5 - 1 8 7 , 3 1 7 , 3 2 6 5 , 4 4 9 5 1 2 , 3 2 7 , 4 - 7 0 1 , 8 7 6 , 8 0 0 0 , 3 4 3 , 4 R E T N E C E N W O T E L L I V S N W O R B A Z A L P E T A G D N A L S I A Z A L P E T A G D N A L S I N O T S E R P ) C ( 5 0 0 2 6 0 0 2 6 0 0 2 3 0 0 2 5 0 0 2 4 1 0 2 ) A ( 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 6 9 9 1 - - - - - - - - - - - - - - - - - 6 8 9 , 7 5 2 , 9 2 S E C N A R B M U C N E 2 1 0 2 6 9 9 1 4 1 0 2 9 9 9 1 7 0 0 2 4 1 0 2 9 9 9 1 5 9 9 1 4 1 0 2 4 0 0 2 8 0 0 2 7 0 0 2 - - - - - - - - - 8 1 0 , 7 9 6 , 9 2 - - 7 7 1 , 0 1 7 , 5 2 9 7 4 , 5 8 7 , 5 3 7 2 5 , 3 4 1 , 4 6 0 0 , 9 2 9 , 9 3 2 1 3 , 5 6 7 , 7 2 4 9 6 , 3 6 1 , 2 1 6 2 8 , 6 7 3 , 6 2 3 0 5 , 4 0 6 , 1 3 3 1 5 , 4 5 5 , 0 3 5 8 0 , 3 9 0 , 7 2 6 3 , 0 3 1 , 9 6 9 3 1 , 8 1 4 , 5 3 0 5 0 , 9 5 0 , 2 1 7 8 9 , 9 0 8 , 0 1 6 8 5 , 7 4 4 , 8 0 6 7 , 2 8 4 , 6 0 2 4 , 0 4 9 , 4 6 2 2 , 2 2 3 , 2 6 4 9 , 6 4 8 , 7 8 1 9 , 1 1 0 , 2 5 5 6 , 2 4 5 6 0 7 , 4 6 9 , 3 1 9 9 , 8 4 4 , 3 1 9 0 2 , 9 6 5 , 5 3 5 4 7 , 5 8 7 , 8 2 4 0 5 , 3 0 0 , 4 4 4 8 3 , 5 7 0 , 7 3 0 4 7 , 5 3 6 , 7 4 7 0 , 4 8 3 , 5 4 6 4 , 3 8 7 , 6 0 2 1 , 8 2 9 , 6 6 6 6 , 1 5 2 , 2 8 1 7 , 1 7 6 , 7 2 6 9 9 , 4 3 3 , 9 8 0 8 , 1 0 6 , 1 7 0 2 , 4 2 3 , 2 6 4 4 , 8 9 6 , 1 3 9 1 , 5 4 9 , 5 5 3 0 , 2 8 8 , 5 8 1 1 , 3 5 2 , 4 4 9 6 , 1 9 3 , 3 0 2 1 , 6 6 7 7 6 1 , 6 8 5 , 1 - 1 3 3 , 9 1 3 , 1 5 8 5 , 6 1 1 , 7 3 1 9 6 , 1 5 1 , 9 2 2 4 2 , 4 0 0 , 8 1 3 4 0 , 7 4 7 , 4 1 2 2 0 , 2 9 6 , 6 1 8 2 5 , 5 6 7 , 3 1 4 0 7 , 0 0 7 , 2 1 9 2 1 , 4 2 4 , 0 1 4 5 4 , 4 7 8 , 9 0 4 5 , 6 0 7 , 5 3 9 3 , 8 0 9 , 3 6 4 9 , 6 4 8 , 7 9 4 2 , 1 3 3 , 3 4 5 4 , 4 8 9 , 7 2 1 2 , 4 4 1 , 4 3 5 0 , 8 8 3 , 3 - 5 3 8 , 0 3 8 , 2 4 9 8 , 4 6 9 , 7 9 9 1 , 7 5 2 , 3 5 9 4 , 6 2 9 , 2 5 7 5 , 6 7 2 , 2 0 0 0 , 0 9 8 , 1 8 2 3 , 2 6 5 , 1 0 4 3 , 0 2 5 6 4 9 , 6 4 8 , 7 4 1 4 , 0 0 5 9 6 5 , 4 5 4 , 1 7 5 6 5 , 5 5 3 , 5 5 4 0 0 , 9 9 0 , 6 1 7 6 8 , 4 4 5 8 0 7 , 4 1 1 7 2 6 , 7 1 7 , 1 4 4 0 , 9 4 0 , 2 9 2 8 , 7 1 3 , 1 5 5 3 , 9 2 4 - 7 9 6 , 6 0 3 , 1 - - - - - 1 9 4 , 7 2 7 , 7 2 6 6 0 , 7 8 5 , 4 5 0 5 4 , 4 8 4 , 8 2 6 1 4 , 9 2 0 , 3 1 3 8 4 , 6 1 7 , 1 1 0 0 3 , 6 0 1 , 9 9 9 0 , 5 5 5 , 7 2 1 2 , 4 4 1 , 4 6 5 3 , 1 8 0 , 2 - 5 3 8 , 0 3 8 , 2 3 1 0 2 8 0 9 , 7 5 8 , 6 5 7 9 2 , 9 4 7 , 7 4 1 4 1 6 , 3 0 8 , 7 1 1 9 , 2 5 5 , 5 5 1 3 5 5 , 0 5 0 , 5 9 8 5 3 , 2 0 5 , 0 6 1 2 3 , 4 5 3 , 2 1 3 2 , 6 9 6 , 2 9 8 5 3 , 2 0 5 , 0 6 5 1 1 , 7 0 5 , 5 2 0 9 8 , 2 3 8 , 1 6 4 2 , 0 3 7 , 1 4 8 5 5 , 2 9 2 , 4 4 3 9 , 0 4 7 , 8 2 1 8 8 , 6 1 4 , 8 3 5 4 6 , 2 8 7 , 1 7 1 2 , 6 6 1 , 2 3 1 8 , 7 9 8 , 2 3 4 4 7 , 2 3 8 , 9 5 0 8 , 5 5 5 , 3 6 2 0 0 , 2 4 2 , 1 2 - 0 1 4 , 4 9 9 2 2 8 , 9 0 5 , 1 2 0 2 , 6 2 5 , 1 8 6 3 , 4 5 3 , 4 8 4 4 , 2 9 4 7 8 7 , 9 6 8 4 9 7 , 5 1 4 9 9 2 , 6 8 3 , 1 8 6 0 , 4 8 5 , 2 5 7 8 , 0 7 5 , 2 1 9 3 6 , 5 7 7 , 5 8 6 0 , 0 4 2 , 3 4 8 6 0 , 0 4 2 , 3 4 - 5 1 1 , 7 0 5 , 5 2 - 0 0 3 , 7 2 8 , 2 8 7 8 , 6 2 3 , 2 2 2 4 , 0 0 5 5 1 1 , 7 0 5 , 5 2 - 8 6 5 , 3 4 1 1 9 1 , 5 2 3 - 7 8 6 , 1 0 0 , 2 8 6 0 , 0 4 2 , 3 4 0 6 7 , 8 1 8 , 5 4 8 3 , 3 9 6 , 5 6 7 3 , 5 2 1 1 1 3 , 7 1 2 , 2 3 7 0 , 6 7 4 , 3 2 0 3 , 5 9 0 , 3 3 4 1 4 , 4 8 9 , 9 2 8 8 8 , 0 1 1 , 3 ) 3 3 4 , 4 7 9 , 2 1 ( 5 3 7 , 9 6 5 , 1 4 2 2 4 , 0 0 5 8 4 5 , 3 6 3 , 5 2 - 6 7 3 , 5 2 1 0 0 0 , 0 0 5 , 4 9 2 3 , 9 0 9 , 8 3 5 4 0 , 4 6 7 , 8 2 3 8 2 , 5 4 1 , 0 1 - 5 4 0 , 4 6 7 , 8 2 3 8 2 , 5 4 1 , 0 1 2 3 4 , 2 5 6 , 2 6 1 5 , 2 5 5 , 3 9 8 8 , 9 6 5 , 2 6 1 0 , 2 8 8 , 2 4 4 5 , 2 8 0 0 5 , 0 7 6 7 0 6 , 3 1 3 , 3 3 4 3 2 , 4 1 8 , 4 2 3 7 3 , 9 9 4 , 8 0 0 6 , 0 8 2 1 4 6 , 0 3 1 3 9 0 , 2 1 5 8 8 2 , 9 8 2 , 2 5 7 3 , 1 5 7 , 2 4 4 5 , 2 8 0 0 5 , 0 7 6 1 4 1 , 2 0 3 , 4 2 3 7 3 , 9 9 4 , 8 2 1 8 , 6 1 4 , 2 1 4 9 7 , 6 7 9 , 8 0 8 6 , 6 2 1 , 6 7 5 6 1 , 7 5 7 , 8 4 8 1 0 , 0 4 4 , 3 5 1 5 , 9 6 3 , 7 2 0 9 7 , 2 2 9 6 5 9 , 5 0 3 1 4 6 , 7 1 0 , 7 2 9 9 7 , 1 3 2 , 9 1 1 4 8 , 5 8 7 , 7 4 7 1 , 4 7 0 , 1 4 0 0 , 4 5 0 , 8 9 0 2 , 1 5 4 , 8 4 5 2 6 , 7 5 1 , 8 1 8 1 0 , 0 4 4 , 3 5 1 5 , 9 6 3 , 7 2 1 4 8 , 5 8 7 , 7 8 0 0 2 9 6 1 , 1 2 0 , 6 6 6 5 , 4 8 3 , 8 7 4 0 , 5 1 3 , 2 3 1 6 , 9 9 6 , 0 1 3 6 6 , 9 7 6 , 7 1 5 9 , 9 1 0 , 3 ) 1 9 4 , 5 1 ( 4 4 8 , 3 0 7 , 7 0 6 2 , 1 1 0 , 3 8 6 5 , 5 7 7 , 8 9 5 6 , 7 6 6 7 2 2 , 3 4 4 , 9 2 2 5 , 4 7 8 , 6 5 0 7 , 8 6 5 , 2 6 0 8 , 0 6 6 1 7 , 3 1 8 , 6 5 0 7 , 8 6 5 , 2 R E T N E C G N P P O H S I 0 8 1 , 2 5 5 , 3 1 I G N S S O R C N O N A B E L 1 9 4 , 7 9 8 , 7 7 1 0 , 1 4 9 , 6 2 3 9 , 3 3 0 , 6 R E T N E C E N W O T S S E R P Y C S N O M M O C A T C O C S A T A I K O O R B Y A B T A R E T N E C I G N S S O R C N W O T 6 3 6 , 2 2 3 , 6 1 . . R T C P O H S I I E R A R P E K A L 7 2 4 , 7 1 5 , 8 9 9 1 , 7 5 2 , 3 5 9 4 , 6 2 9 , 2 5 7 5 , 6 7 2 , 2 0 0 0 , 0 9 8 , 1 8 2 3 , 2 6 5 , 1 0 4 3 , 0 2 5 6 4 9 , 6 4 8 , 7 4 1 4 , 0 0 5 I S G N S S O R C L L A B M O T I I E G D R A T S V T A S P O H S I A Z A L P S N A L P H T U O S E E F - A Z A L P R E K R A P . W 0 8 4 - I I E S A H P S K A O E K A L H T U O S A Z A L P T N E C C A I E G D R B D O O W N O S K C A J E K A L A Z A L P R E G O R K A Z A L P E G D R A T S V I I A Z A L P E G D R A T S V I I 125 A Z A L P R E M E H T S E W I A Z A L P N W O T E K R U B E C A L P T E K R A M Y A W K R A P D N A R G A Z A L P N W O T D L O E G A L L I V E N I L Y K S . . C S K R A P H T U O S R E T N E C K R A P T S E W R E T N E C T A O C N O T G N I L R U B R E T N E C G N P P O H S I A Z A L P N U R C A M O T O P E R A U Q S E N W O T I W E V Y E L L A V E C A L P T E K R A M E H T I A R O T C A F T A H T R O N N R U B U A   I N O T C U R T S N O C N O T I I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( S E C N A R B M U C N E 8 0 0 2 8 0 0 2 6 0 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 - - - - - - - - 0 6 0 , 3 4 6 , 1 3 - - 4 9 6 , 8 6 3 , 7 1 3 7 , 4 9 3 , 4 2 - - 6 1 6 , 0 5 6 , 6 3 , T S O C L A T O T F O T E N D E T A L U M U C C A D E T A L U M U C C A 0 2 0 , 7 2 9 , 2 4 9 5 7 , 3 0 2 , 1 9 8 9 , 4 6 2 , 3 3 0 7 5 , 4 4 2 , 6 9 3 5 , 6 7 3 , 9 3 4 9 5 , 6 2 4 , 4 8 8 7 7 , 0 0 5 , 1 2 5 4 9 , 3 4 0 , 4 5 9 5 7 , 8 6 0 , 1 5 7 9 , 9 6 9 , 1 1 7 2 4 , 2 4 9 , 6 I I N O T A C E R P E D - 5 6 3 , 1 1 1 , 3 1 4 2 , 6 5 1 6 5 , 4 4 8 , 2 7 8 1 , 2 6 3 , 9 9 7 0 , 2 2 7 , 6 6 5 2 , 6 9 4 , 6 1 I I N O T A C E R P E D 6 9 3 , 8 9 2 , 0 1 0 2 8 , 6 8 7 , 2 6 1 2 , 5 8 0 , 3 1 9 1 6 , 6 1 0 , 8 4 2 2 , 6 8 8 , 2 6 7 0 , 1 2 1 , 1 7 9 8 , 5 1 0 , 1 - - 3 9 7 , 1 8 6 4 2 2 , 6 8 8 , 2 6 7 0 , 1 2 1 , 1 0 9 6 , 7 9 6 , 1 4 2 5 , 2 6 7 6 8 7 , 3 8 4 , 1 - 7 2 4 , 2 4 9 , 6 - 9 5 7 , 8 6 0 , 1 1 2 5 , 7 6 5 , 3 6 9 4 , 7 3 5 , 5 1 0 4 4 , 2 4 7 , 0 1 9 5 7 , 8 6 0 , 1 6 5 0 , 5 9 7 , 4 7 2 4 , 2 4 9 , 6 7 9 5 , 8 6 0 , 5 0 0 7 , 3 2 1 , 2 6 7 0 , 1 2 1 , 1 4 0 9 , 3 1 2 ) 1 0 1 , 0 3 3 , 0 4 ( - ) 2 7 7 , 5 5 3 , 0 1 ( - ) 7 4 9 , 8 0 9 , 1 1 ( 6 2 0 , 8 7 8 , 9 1 ) 1 5 3 , 5 9 5 , 2 1 ( - 9 2 6 , 4 5 9 ) 6 9 6 , 0 0 1 ( 5 4 9 , 6 4 3 7 1 5 , 7 5 2 , 1 ) 5 1 2 , 0 2 1 , 4 2 ( 7 2 6 , 8 8 8 , 6 1 9 3 6 , 8 3 3 , 2 1 7 5 . 6 9 6 , 7 8 7 , 2 3 6 3 3 , 6 2 1 , 5 4 6 0 . 5 4 8 , 7 0 2 , 3 4 0 9 . 1 9 4 , 8 1 9 , 1 ) 4 4 0 , 8 0 9 , 1 2 ( 3 0 2 , 7 2 1 , 5 6 9 3 2 , 1 9 8 , 2 5 8 1 , 5 3 9 , 6 5 2 1 7 , 3 3 4 , 3 4 3 7 4 , 1 0 5 , 3 1 6 5 4 , 7 1 1 , 5 4 1 8 7 , 0 2 7 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 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 L A E R - I I I E L U D E H C S 4 1 0 2 , 1 3 R E B M E C E D 8 7 7 , 0 0 5 , 1 2 - 8 7 7 , 0 0 5 , 1 2 ) 5 8 8 , 5 1 0 , 2 ( - 0 0 0 , 0 6 2 , 1 0 0 0 , 0 0 9 0 5 5 , 9 0 1 , 6 3 7 3 9 , 3 5 3 , 2 3 6 5 7 , 6 0 6 , 5 1 6 5 7 , 4 0 0 , 5 1 0 0 0 , 0 6 3 3 1 6 , 5 5 7 , 3 0 0 0 , 2 0 6 0 6 3 , 0 0 1 0 5 0 , 6 8 0 4 6 , 9 9 7 7 8 4 , 8 4 1 , 2 3 5 8 8 , 8 7 2 , 1 1 1 7 8 , 5 2 7 , 3 5 9 7 , 2 7 8 , 5 5 9 6 6 , 8 7 8 , 1 4 5 2 1 , 4 9 9 , 3 1 ) 1 0 9 , 3 0 0 , 8 2 ( 6 9 7 , 9 2 5 , 1 7 3 7 6 , 8 4 1 , 1 9 7 6 4 , 4 8 2 , 0 6 6 0 2 , 4 6 8 , 0 3 6 0 7 , 0 6 4 , 0 1 6 7 5 , 1 8 4 , 6 5 I G N D L I U B & T N E U Q E S B U S I G N D L I U B O T & L A T O T T N E M E V O R P M I D N A L N O T I I S I U Q C A T N E M E V O R P M I D N A L 4 8 3 , 8 3 0 , 6 4 1 2 5 , 7 8 2 , 5 3 3 6 8 , 0 5 7 , 0 1 9 9 2 , 6 9 2 2 2 , 1 9 1 , 5 3 3 6 8 , 0 5 7 , 0 1 T S O C L A T N I I I 0 0 0 , 0 6 3 3 1 0 , 5 7 8 , 3 0 0 0 , 2 0 6 0 0 9 , 6 4 3 , 2 1 0 9 3 , 6 0 2 , 4 2 3 6 6 , 6 1 5 , 3 2 8 4 9 , 6 9 0 , 1 1 1 3 5 , 4 2 4 , 1 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 8 2 4 , 6 1 7 , 3 1 8 7 2 , 9 2 9 , 8 8 7 1 , 7 0 9 , 1 L E C R A P T U O T S E W A P M Y L O I A Z A L P N W O T S E L R A H C A Z A L P E L A D R E V L I S I E G D R E U L B . R T C G N P P O H S I E G A L L I I V R E T N O R F . 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 I H C I . Q C A E T N A G G I - I O C X E M A L O R O T O M O C X E M - I O L L I S O M R E H O C X E M - I - T B M D A N O N O C X E M - I S O B A C S O L I S E T R E P O R P O R C M I I A N A R O S A Z A L P - O C X E M I O I L O F T R O P F O E C N A L A B . Q C A O D L A W O C X E M - I A L U H C A P A T - O C X E M I 126 2 7 9 , 0 3 1 , 8 2 4 , 1 5 5 0 , 0 2 8 , 2 6 0 , 8 0 2 7 , 5 0 4 , 5 5 9 , 1 5 7 7 , 5 2 2 , 8 1 0 , 0 1 0 5 9 , 3 7 2 , 1 7 5 , 7 5 2 8 , 1 5 9 , 6 4 4 , 2 0 0 0 , 3 2 8 , 1 9 3 , 1 8 2 1 , 9 6 8 , 2 9 0 , 6 2 3 5 , 9 4 5 , 5 3 5 , 2 S L A T O T   KIMCO REALTY CORPORATION AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION  DECEMBER 31, 2014 Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows: Buildings Fixtures, building and leasehold improvements (including certain identified intangible assets) 15 to 50 years Terms of leases or useful lives, whichever is shorter The aggregate cost for Federal income tax purposes was approximately $8.6 billion at December 31, 2014. The changes in total real estate assets for the years ended December 31, 2014, 2013 and 2012, 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. . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 2014 2013 2012 9,123,343,869 $ 548,553,619 134,921,993 8,947,286,646 $ 475,108,219 107,411,806 8,771,256,852 411,166,315 85,801,777 1,065,330,540 (781,200,981) - (8,628,954) (32,935,408) (31,158,903) 10,018,225,775 $ 317,995,154 (559,328,593) (77,664,078) (4,780,841) (69,463,649) (13,220,795) 9,123,343,869 $ 212,231,319 (503,767,086) (9,845,065) (21,711,782) (34,121,504) 36,275,820 8,947,286,646 The changes in accumulated depreciation for the years ended December 31, 2014, 2013 and 2012 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. . . . . . . . . . . . . . . . . . . . . . . . . . $ $ Reclassifications: 2014 2013 1,878,680,836 $ 256,088,382 - (167,458,882) (8,628,954) - (3,275,662) 1,955,405,720 $ 1,745,461,577 $ 243,011,431 - (96,915,316) (4,780,841) (7,351,096) (744,919) 1,878,680,836 $ 2012 1,693,089,989 248,426,786 (8,390,550) (161,515,292) (21,711,782) (6,582,611) 2,145,037 1,745,461,577 Certain Amounts in the Prior Period Have Been Reclassified in Order to Conform with the Current Period’s Presentation. 127 KIMCO REALTY CORPORATION AND SUBSIDIARIES SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE AS OF DECEMBER 31, 2014 (in thousands) Type of Loan/Borrower Description Location (c) Interest Accrual Rates Interest Payment Rates Final Maturity Date Periodic Payment Terms (a) Prior Liens Face Amount of Mortgages or Maximum Available Credit (b) Carrying Amount of Mortgages (b) (c) Mortgage Loans: Borrower A Retail Various, Mexico Borrower B Borrower C Borrower D Borrower E Borrower F Borrower G Borrower H Retail Retail Retail NonRetail Retail Retail Retail Various, Mexico Westport, CT Las Vegas, NV Toronto, ON Mexicali, Mexico Miami, FL Miami, FL TIIE rate + 3.25% Libor + 2.5% 6.50% 12.00% 7.00% 7.00% 7.57% 7.57% TIIE rate + 3.25% 8/16/2015 Libor + 2.5% 8/16/2015 6.50% 3/4/2033 12.00% 5/14/2033 7.00% 3/28/2018 7.00% 6/16/2015 6/1/2019 7.57% 6/1/2019 7.57% P& I P& I I I P& I I P& I P& I Individually < 3% (d) (e) (e) (f) Other: Individually < 3% Capitalized loan costs Total (g) (g) (h) - - - - - - - - - $ 34,268 $ 34,268 15,000 5,014 3,075 3,513 2,718 4,201 3,966 15,000 5,014 3,075 2,972 2,718 2,363 2,355 8,550 80,305 5,754 73,519 600 - 483 11 $ 80,905 $ 74,013 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 The aggregate cost for Federal income tax purposes is $74.0 million Interest rates range from 6.00% to 9.0% (c) (d) Comprised of six separate loans with original loan amounts ranging between $0.3 million and $2.2 million (e) (f) Maturity dates range from 4.5 years to 11.75 years (g) Interest rate 2.28% (h) Maturity date 4/1/2027 For a reconciliation of mortgage and other financing receivables from January 1, 2012 to December 31, 2014 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. 128 Exhibit 12.1 Kimco Realty Corporation and Subsidiaries Computation of Ratio of Earnings to Fixed Charges For the year ended December 31, 2014 Pretax earnings from continuing operations before adjustment for noncontrolling interests or income loss from equity investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 102,726,009 Add: Interest on indebtedness (excluding capitalized interest). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of debt related expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portion of rents representative of the interest factor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,081,486 2,025,069 8,435,339 325,267,903 Distributed income from equity investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,531,665 Pretax earnings from continuing operations, as adjusted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 580,799,568 Fixed charges - Interest on indebtedness (including capitalized interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of debt related expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portion of rents representative of the interest factor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 213,369,556 (2,631,332) 8,435,339 Fixed charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 219,173,563 Ratio of earnings to fixed charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6 129   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, 2014 Pretax earnings from continuing operations before adjustment for noncontrolling interests or income loss from equity investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 102,726,009 Add: Interest on indebtedness (excluding capitalized interest). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of debt related expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portion of rents representative of the interest factor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,081,486 2,025,069 8,435,339 325,267,903 Distributed income from equity investees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 255,531,665 Pretax earnings from continuing operations, as adjusted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 580,799,568 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 213,369,556 61,726,839 (2,631,332) 8,435,339 Combined fixed charges and preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 280,900,402 Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends . . . . . . . . . . . . . . . . . 2.1 130   CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.1 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 27, 2015 /s/ David B. Henry David B. Henry Chief Executive Officer 131         CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 31.2 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 27, 2015 /s/ Glenn G. Cohen Glenn G. Cohen Chief Financial Officer 132         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, 2014 (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 27, 2015 Date: February 27, 2015 /s/ David B. Henry David B. Henry Chief Executive Officer /s/ Glenn G. Cohen Glenn G. Cohen Chief Financial Officer 133                 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 ARIZONA GLENDALE GLENDALE MESA MESA MESA PEORIA PHOENIX PHOENIX PHOENIX PHOENIX PHOENIX PHOENIX PHOENIX SUN CITY TEMPE CALIFORNIA ALHAMBRA ANAHEIM ANAHEIM ANAHEIM ANAHEIM BELLFLOWER CARLSBAD CARMICHAEL CHICO CHICO CHINO CHINO CHINO HILLS CHULA VISTA COLMA CORONA CORONA COVINA CUPERTINO (5) DALY CITY DUBLIN EL CAJON ELK GROVE ENCINITAS ESCONDIDO FAIR OAKS FREMONT FREMONT FRESNO GARDENA GRANITE BAY GRASS VALLEY HACIENDA HEIGHTS HAYWARD HUNTINGTON BEACH JACKSON LA MIRADA LA VERNE LAGUNA HILLS LINCOLN LIVERMORE LOS ANGELES LOS ANGELES MODESTO MONTEBELLO MORAGA NAPA NORTHRIDGE KIR PRU PRU PRU PRU BLS PRU PRU BLS KIR PRU CPP PRU PRU PRU PRU PRU PRU PRU PRU PRU OJV PRU PRU OJV BLS PRU PRU PRU KIR BIG 2007 1998 2008 2009 2005 2011 2011 1998 1998 1998 1997 2009 2006 2011 2012 2011 1998 1995 2006 2006 2006 2014 2014 1998 2008 2013 2006 2006 2008 1998 2013 1998 2007 2000 2006 2002 2006 2010 2006 2006 2006 2006 2007 2006 2009 2006 2006 2006 2011 2006 2006 2008 1998 2014 2007 2013 2006 2010 2006 2006 2000 2010 2006 2005 140,358 76.6 MARSHALLS 25,000 PETCO 15,000 DOLLAR TREE 221,388 93.6 FLOOR & DECOR 75,000 LINA HOME FURNISHINGS 45,000 EJ’S AUCTION & CONSIGNMENT 169,257 227,627 1,082,180 98.1 WALMART 100.0 SPORTS AUTHORITY 93.5 WALMART 81,535 MOR FURNITURE FOR LESS 51,154 MEGA FURNITURE 208,000 BASS PRO SHOPS 40,000 MICHAELS 41,750 PETSMART 170,000 HOME DEPOT 10,000 28,909 17,500 25,339 102,589 79,790 167,862 228,071 153,180 229,707 131,621 70,428 94,379 184,292 68,209 62,285 100.0 MOR FURNITURE FOR LESS OUTDOOR WORLD 33,234 MICHAELS 25,520 99.3 NORTH VALLEY LH 96.0 BURLINGTON COAT 53,984 JO-ANN FABRICS 98,054 MICHAELS 40,734 ROSS DRESS FOR LESS 23,190 GUITAR CENTER 23,984 20,293 FACTORY 78.8 HOME DEPOT 95.4 COSTCO 95.7 SAFEWAY 97.8 SAFEWAY * 79.3 ROSS DRESS FOR LESS 100.0 WALMART 91.9 CVS 100.0 WHOLE FOODS MARKET 107,724 141,659 FALLAS PAREDES 62,573 TRADER JOE’S 42,504 29,765 DOLLAR TREE 110,627 MICHAELS 24,519 32,306 24,390 DD’S DISCOUNTS 11,145 21,406 11,450 25,666 195,455 15,396 100.0 COSTCO 100.0 NORTHGATE 116,560 COSTCO 15,396 40,459 JO-ANN FABRICS 13,454 348,285 154,043 105,338 113,233 160,928 214,197 264,335 69,812 339,001 168,264 73,352 356,335 228,465 491,898 148,805 278,562 107,969 614,026 155,070 98,396 137,035 118,804 231,157 96,625 504,666 131,239 121,107 65,987 140,240 216,683 135,012 GONZALEZ MARKETS 100.0 FOREVER 21 96.1 RALPH’S 94.8 STATER BROTHERS 98.3 STATER BROTHERS 92.8 MARSHALLS 96.8 HOME DEPOT 98.6 EVANS FURNITURE GALLERIES 92.9 RALEY’S 86.5 LA CURACAO 100.0 DOLLAR TREE 90.0 STATER BROTHERS 100.0 COSTCO 94.7 MARSHALLS 95.5 COSTCO 97.0 VONS 96.9 LOWE’S HOME CENTER 80,000 EL SUPER 45,000 RITE AID 37,440 HARBOR FREIGHT TOOLS 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 54,087 SMART & FINAL 18,235 99 CENT DISCOUNT 17,459 DOLLAR TREE 29,025 16,610 KIDS R US 44,257 FALLAS PAREDES 54,239 BED BATH & BEYOND 30,730 DD’S DISCOUNTS 24,225 RITE AID 153,578 NAVCARE 32,000 NORDSTROM RACK 30,809 BED BATH & BEYOND 114,112 HOME DEPOT 55,650 PETSMART 111,348 SKYZONE 100,000 UFC GYMS 24,515 ANNA’S LINENS 25,608 PLANET FITNESS 30,000 12,200 10,797 15,062 21,890 25,002 25,000 21,440 14,580 30,644 45,000 15,120 22,878 90.2 99 RANCH MARKET 98.8 HOME DEPOT 29,657 109,000 SAFEWAY 57,817 BURLINGTON COAT 55,000 FACTORY 100.0 ORCHARD SUPPLY HARDWARE 95.2 RITE AID 95.5 BEL AIR MARKET 100.0 KOHL’S 77.1 LA FITNESS 96.1 RALEY’S 89.6 SAFEWAY 96.2 SAVE MART 100.0 BED BATH & BEYOND 100.0 99 RANCH MARKET 92.8 RALEY’S 90.8 RALEY’S 96.9 168 MARKET 35,829 MARSHALLS 32,000 ROSS DRESS FOR LESS 31,060 27,642 ROSS DRESS FOR LESS 56,435 24 HOUR FITNESS 58,004 TOTAL WOMAN GYM AND ATMOSPHERE 40,000 VONS 59,231 54,741 BED BATH & BEYOND 48,000 CVS 36,725 SPROUTS FARMERS MARKET 22,000 RITE AID 60,114 60,114 JCPENNEY 44,128 VIVO DANCESPORT CENTER 24,000 PETCO 22,000 13,000 40,000 CVS 39,830 MARSHALLS 24,437 24 HOUR FITNESS 35,747 ROSS DRESS FOR LESS 19,300 10,000 22,880 30,028 24,145 30,187 37,259 SOUTH YUBA CLUB 12,000 DAISO JAPAN 12,567 10,000 80,311 88.4 99 CENTS ONLY 29,300 BIG LOTS 23,334 148,805 67,665 264,513 226,872 160,000 119,559 104,165 STORE 92.0 VONS 100.0 RALEY’S 95.4 U.S. POSTAL SERVICE 91.7 TARGET 100.0 MACY’S 40,800 CVS 62,625 26,577 MOVIES 7 DOLLAR THEATRE 114,732 MARSHALLS 160,000 20,120 CRUNCH FITNESS 24,900 CVS 27,764 STAPLES 97.4 SAFEWAY 84.2 ROSS DRESS FOR 55,342 CVS 24,000 BIG 5 SPORTING GOODS 23,077 10,000 LESS 165,195 94.9 RALPHS/FOOD 4 38,950 FACTORY 2-U 22,224 RITE AID 169,653 214,389 251,489 164,000 349,530 158,645 LESS 100.0 KMART 57.7 RALEY’S 97.9 SEARS 93.8 TJ MAXX 100.0 TARGET 75.4 DSW SHOE WAREHOUSE 134 82,504 SUPERIOR MARKETS 49,800 PLANET FITNESS 105,000 TOYS R US/BABIES R US 31,133 CVS 116,000 HOME DEPOT 34,420 CVS 23,240 46,270 AMC THEATERS 25,844 U.S. POSTAL SERVICE 100,238 RALEY’S 43,000 SUPER KING MARKET 39,348 16,609 22,268 15,661 18,160 25,487 39,263 14,380 60,890 LOCATION PORTFOLIO NOVATO OCEANSIDE 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 TEMECULA TEMECULA TORRANCE TRUCKEE TRUCKEE TURLOCK TUSTIN TUSTIN TUSTIN UPLAND VALENCIA VISTA WALNUT CREEK WESTMINSTER WINDSOR WINDSOR YORBA LINDA COLORADO ARVADA AURORA (5) AURORA AURORA COLORADO SPRINGS DENVER ENGLEWOOD FORT COLLINS GREELEY HIGHLANDS RANCH HIGHLANDS RANCH HIGHLANDS RANCH LAKEWOOD LITTLETON CONNECTICUT BRANFORD DANBURY ENFIELD FARMINGTON HAMDEN NORTH HAVEN (5) WILTON WILTON PRU PRU PRU BIG PRU OJV PRU BLS PRU OJV KIR CPP PRU BLS BLS PRU PRU PRU KIR KIR CPP KIR BLS PRU OJV PRU PRU PRU PRU PRU PRU PRU BIG KIR KIR OJV 2008 2014 2013 2006 2007 2000 2010 2009 2006 2007 2013 2013 2012 2006 2006 2006 2005 1999 1998 2013 2005 2002 1999 2010 2000 2006 2013 2006 2013 2006 2006 2006 2006 2006 2006 2006 2010 2014 2012 2013 1998 1998 1998 1998 1998 1998 2000 2012 2011 2011 2013 1998 2011 2000 2014 2000 1998 1973 1998 2012 2013 YEAR DEVELOPED OR ACQUIRED 2009 2006 2006 2006 2010 2014 2006 2007 2005 2006 2009 LEASABLE AREA (SQ.FT.) 133,485 351,690 92,378 87,740 161,339 168,871 104,281 175,000 121,594 56,019 49,429 PERCENT LEASED (1) 100.0 SAFEWAY TENANT NAME 95.1 SEARS OUTLET 100.0 TRADER JOE’S 88.3 SMART & FINAL 96.5 SAVE MART 93.5 SAFEWAY 87.1 SAVE MART 100.0 MACY’S 79.9 STEIN MART 87.1 CVS 100.0 ORCHARD SUPPLY HARDWARE MAJOR LEASES TENANT NAME GLA 51,199 RITE AID 38,902 ROSS DRESS FOR LESS 12,881 LAMPS PLUS 25,000 USA LIVING 62,000 CVS 45,892 ROSS DRESS FOR LESS 29,200 RITE AID 175,000 40,000 HOME GOODS 21,415 49,429 GLA TENANT NAME GLA 24,769 DOLLAR TREE 30,000 BARNES & NOBLE 11,000 23,800 31,180 U.S. POSTAL SERVICE 24,246 RITE AID 23,064 26,210 15,708 25,000 15,771 19,085 86,108 98.7 BURLINGTON COAT 67,104 FACTORY 188,493 90.0 SPORTS AUTHORITY 43,373 SPROUTS FARMERS 36,041 ROSS DRESS FOR LESS 27,471 81,171 147,679 225,919 117,410 412,674 35,000 205,853 48,169 57,411 59,414 108,741 154,000 183,180 95,255 174,428 41,913 134,400 96,627 39,645 311,498 342,127 417,252 268,465 25,673 41,149 111,558 687,590 193,415 137,963 273,149 143,070 122,563 114,627 209,749 107,769 130,631 160,773 144,315 128,654 44,097 149,975 107,310 18,405 80,330 115,862 138,818 133,382 30,397 44,412 82,581 190,104 190,738 136,209 148,517 184,959 345,023 290,451 90,860 44,575 100.0 SAFEWAY 91.3 SEAFOOD CITY 100.0 NORDSTROM 100.0 24 HOUR FITNESS 100.0 COSTCO 100.0 CLAIM JUMPER 100.0 TJ MAXX 100.0 NAMASTE PLAZA SUPERMARKET 94.4 100.0 MARKET 55,146 53,842 PLANET FITNESS 225,919 19,840 BIG 5 SPORTING GOODS 66,851 SPORTS AUTHORITY 153,095 PRICE SELF STORAGE 38,359 120,962 COSTCO 10,600 31,152 HOME GOODS 10,439 30,619 CVS 98.6 ALBERTSONS 100.0 STEIN MART 92.7 WALMART 96.7 ROSS DRESS FOR 66,284 30,000 ROSS DRESS FOR LESS 101,500 WALGREENS 26,706 MICHAELS LESS 93.3 VONS 81.0 PETCO 100.0 HOME DEPOT 96.5 VALLARTA SUPERMARKETS 97.0 ACE HARDWARE 99.6 24 HOUR FITNESS 97.4 KMART 100.0 WALMART 100.0 SEARS OUTLET 90.1 89.5 100.0 RALEY’S 97.9 TARGET 97.4 VONS 100.0 RALPH’S 97.8 HOME DEPOT 92.5 RALPH’S 92.7 ALBERTSONS 92.7 CENTURY THEATRES 100.0 PAVILIONS 84.8 RALEY’S 95.3 SAFEWAY 100.0 DICK’S SPORTING GOODS 52,071 MICHAELS 10,000 134,400 40,751 12,100 36,000 BED BATH & BEYOND 86,479 FOOD 4 LESS 221,639 KOHL’S 43,595 UFC GYMS 60,114 DECHINA 1 BUFFET 134,639 AMC THEATERS 41,430 RITE AID 36,400 CVS * 98,064 HOBBY LOBBY 45,579 CVS 46,819 CVS 57,017 COST PLUS 69,445 HOWARD’S APPLIANCES & FLAT SCR 56,477 52,610 CVS 50,000 BED BATH & BEYOND 80.7 RITE AID 84.2 ROSS DRESS FOR 56,674 30,187 TJ MAXX 27,200 PETCO 14,000 19,020 21,006 CVS 30,000 TJ MAXX 52,640 TRISTONE THEATRES 88,728 ROSS DRESS FOR LESS 40,635 MARSHALLS 10,625 68,159 WHOLE FOODS MARKET 19,072 CRUNCH 23,250 MICHAELS 63,748 STAPLES 25,500 22,154 19,044 17,962 10,000 50,000 30,000 15,000 16,854 28,000 29,650 30,138 27,000 60,550 16,520 22,364 24,133 19,950 43,000 MICHAELS 23,923 28,140 SPACE AGE FEDERAL 11,047 CU 41,896 DOLLAR TREE 65,280 DOLLAR TREE 14,301 KEY BANK * 12,000 18,405 50,690 OLD COUNTRY BUFFET 105,862 GUITAR CENTER 27,974 MICHAELS 33,450 TJ MAXX 10,000 10,000 21,323 SPROUTS FARMERS MARKET 30,000 OFFICEMAX 11,250 21,236 23,500 49,788 64,532 OFFICE DEPOT 86,830 BIG Y 105,255 MARSHALLS 88,000 BEST BUY 50,000 NORDSTROM RACK 89,750 BON-TON 111,500 COSTCO 46,764 14,248 25,267 KWAL PAINT 15,000 46,669 30,954 30,048 35,834 LA FITNESS 58,604 BOB’S STORES 109,920 TJ MAXX 33,320 49,133 25,050 LESS 83.9 77.2 ALBERTSONS 82.3 CAMERONS PRODUCTS 100.0 SAVE-A-LOT 100.0 HOBBY LOBBY 100.0 KOHL’S 100.0 BED BATH & BEYOND 100.0 ACE HARDWARE 78.3 96.2 93.4 SAFEWAY 80.4 KING SOOPERS 100.0 KOHL’S 100.0 WALMART 95.1 KOHL’S 99.3 SPORTS AUTHORITY 100.0 WALMART 99.1 HOME DEPOT 86.3 STOP & SHOP 92.2 BOW TIE CINEMAS 135 LOCATION PORTFOLIO YEAR DEVELOPED OR ACQUIRED LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES DELAWARE DOVER ELSMERE NEWARK (2) WILMINGTON FLORIDA ALTAMONTE SPRINGS (5) BOCA RATON (5) BONITA SPRINGS BOYNTON BEACH BRADENTON BRANDON CAPE CORAL CAPE CORAL CLEARWATER CORAL SPRINGS CORAL SPRINGS CORAL WAY DANIA BEACH (2) DELRAY BEACH FORT LAUDERDALE HOLLYWOOD HOMESTEAD HOMESTEAD JACKSONVILLE (2) JACKSONVILLE JACKSONVILLE KEY LARGO LAKELAND LARGO LARGO (5) LAUDERHILL LEESBURG MARATHON MELBOURNE MERRITT ISLAND MIAMI MIAMI (5) MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIDDLEBURG MIRAMAR (3) MOUNT DORA (5) NORTH LAUDERDALE NORTH MIAMI BEACH ORANGE PARK ORLANDO ORLANDO (5) ORLANDO ORLANDO ORLANDO OVIEDO PENSACOLA PLANTATION POMPANO BEACH SAINT PETERSBURG SARASOTA SARASOTA ST. AUGUSTINE TALLAHASSEE (5) TALLAHASSEE TAMPA TAMPA TAMPA BLS KIR KIR BLS BLS OJV CPP BLS CPP OJV BLS KIR BLS OJV BLS BLS OTH PRU OJV KIR BLS OJV KIR 2003 1979 2014 2014 1998 1967 2013 1999 1998 2001 2013 2013 2005 1994 1997 2003 2014 2013 2009 2010 1972 1972 2005 2013 2010 2000 2001 1968 1992 1978 2008 2013 1968 2013 1968 1965 1986 2009 2013 2013 2007 2011 2013 1995 2005 2005 1997 2007 1985 2003 1971 2000 2008 2009 2011 2013 2011 1974 2012 1968 2008 1989 2013 1998 2013 2001 1997 2004 4,835 105,446 100.0 100.0 BJ’S WHOLESALE CLUB 85,188 WALGREENS 13,650 165,805 100.0 SHOPRITE 58,236 SPORTS AUTHORITY 42,456 RAYMOUR & 36,000 FLANIGAN FURNITURE 161,961 100.0 DSW SHOE 23,990 PETCO 15,250 PIER 1 IMPORTS 10,458 54,376 103,479 ALBERTSONS 42,112 TJ MAXX 51,195 25,019 STACEY’S HOMESTYLE BUFFET 40,000 ROSS DRESS FOR LESS 25,106 YOUFIT HEALTH 44,684 ROSS DRESS FOR LESS 99.0 HOME DEPOT 100,200 JO-ANN FABRICS 100.0 BIG LOTS 100.0 TJ MAXX 33,517 29,500 DISCOVERY CLOTHING CO. 88,205 100.0 WINN-DIXIE 55,944 STAPLES 24,202 CLUBS 32,265 STAPLES 49,865 STAPLES 15,000 PARTY CITY 94.1 PUBLIX 93.4 REGAL CINEMAS 44,840 52,936 LA FITNESS 48,479 OFFICE DEPOT 142,280 BJ’S WHOLESALE CLUB 120,251 KMART 56,077 MARSHALLS 29,575 OFFICEMAX 44,916 HHGREGG 44,840 36,000 SEARS OUTLET 108,842 PUBLIX 53,271 STEIN MART 101,900 ALDI 42,112 DOLLAR TREE 44,450 STAPLES 92.1 KMART 71.4 GSI COMMERCE 52,571 WINN-DIXIE 69,900 WALGREENS 30,209 28,020 TJ MAXX 48,555 39,500 ROSS DRESS FOR LESS 20,800 12,000 23,500 PRESIDENTE SUPERMARKET 38,400 15,525 MAKOTO SEAFOOD AND STEAKHOUSE 10,666 15,000 20,347 17,055 12,000 24,887 114,764 23,500 25,200 30,846 22,772 11,616 34,935 79,676 196,776 162,996 143,785 42,030 125,108 212,388 55,089 86,342 50,906 229,034 898,913 205,614 3,600 116,000 72,840 256,980 207,365 241,256 149,472 79,711 181,576 13,468 106,491 168,737 60,103 107,000 67,210 40,288 293,001 63,563 60,280 349,826 112,423 61,837 63,604 59,252 73,000 78,452 250,209 108,795 50,299 WAREHOUSE 76.0 93.9 PUBLIX 95.1 BEALLS 74.7 PUBLIX 96.1 BED BATH & BEYOND 80.9 100.0 PUBLIX 100.0 HOME DEPOT 100.0 PUBLIX 100.0 76.0 HAVERTY’S 88.5 PUBLIX 100.0 STEIN MART 93.9 KMART 96.1 HOBBY LOBBY 91.2 WALMART * 100.0 PUBLIX 91.5 TOYS R US/BABIES R US 100.0 CALL CENTER 100.0 PUBLIX 100.0 HOME DEPOT 96.8 BABIES R US 96.5 WALGREENS 98.6 KMART 100.0 PUBLIX 95.4 PUBLIX 99.2 PUBLIX 94.2 WINN-DIXIE 100.0 WINN-DIXIE 91.8 PETCO 80.8 DOLLAR TREE 87.8 24 HOUR FITNESS 96.2 TJ MAXX 91.2 HOME DEPOT 95.9 PUBLIX 100.0 BED BATH & BEYOND 44,840 105,154 40,214 14,468 114,000 HOBBY LOBBY 40,000 MARSHALLS 27,808 44,271 45,600 56,000 BUY BUY BABY 34,890 LITTLE VILLAGE LEARNING CENTER 61,837 22,418 PARTY CITY 10,000 36,025 23,000 29,953 OFFICE DEPOT * 10,000 24,840 10,000 110,410 CHANCELLOR ACADEMY 51,420 WALGREENS 25,978 MICHAELS 46,531 PUBLIX 15,930 24,321 39,795 131,981 63.8 FLORIDA CAREER 44,000 C-TOWN 23,145 127,639 180,156 154,356 86,321 78,093 101,377 60,414 80,917 COLLEGE 98.7 PUBLIX 83.4 24 HOUR FITNESS 98.1 MARSHALLS 100.0 THE FRESH MARKET 94.9 PUBLIX 100.0 PUBLIX 90.1 WHOLE FOODS MARKET 100.0 WHOLE FOODS MARKET 55,000 PGA TOUR SUPERSTORE 49,875 TJ MAXX 30,027 GOLFSMITH GOLF CENTER 18,400 44,270 61,389 28,320 WHOLE FOODS MARKET - BAKE HOUSE 40,100 SPORTS AUTHORITY 118,574 93.3 KASH N’ KARRY * 45,871 YOU FIT HEALTH CLUB 100,237 129,700 51,048 185,998 51,515 340,541 206,564 197,181 90.0 TJ MAXX 80.4 WINN-DIXIE 100.0 WINN-DIXIE 87.6 STEIN MART 100.0 WINN-DIXIE 96.8 BEST BUY 84.7 AMERICAN SIGNATURE 99.3 LOWE’S HOME CENTER 29,825 OFFICEMAX 46,295 AARON’S 51,048 31,920 HOME GOODS 51,515 46,121 JO-ANN FABRICS 49,106 ROSS DRESS FOR LESS 167,000 50,239 26,843 ORLANDO HEALTH 20,179 PETCO 24,787 14,100 13,120 35,069 22,000 YOUFIT HEALTH CLUBS 23,800 DOLLAR TREE 10,000 PET SUPERMARKET 15,595 19,700 10,000 24,471 THE FRESH MARKET 22,300 45,965 BED BATH & BEYOND 26,250 DSW SHOE 40,852 26,191 WAREHOUSE 136 LOCATION WEST PALM BEACH (5) PORTFOLIO YEAR DEVELOPED OR ACQUIRED 2009 LEASABLE AREA (SQ.FT.) 23,350 PERCENT LEASED TENANT NAME (1) 100.0 FLORIDA SCHOOL FOR DANCE EDUCA GLA 23,350 MAJOR LEASES TENANT NAME GLA TENANT NAME GLA OJV OIP KIR BLS KIR KIR KIR WEST PALM BEACH (5) WEST PALM BEACH WINTER HAVEN YULEE GEORGIA ALPHARETTA ATLANTA ATLANTA AUGUSTA AUGUSTA DULUTH FLOWERY BRANCH LAWRENCEVILLE LILBURN PEACHTREE CITY SAVANNAH SAVANNAH (5) SNELLVILLE IDAHO NAMPA ILLINOIS BATAVIA BLOOMINGTON BRADLEY CALUMET CITY CHAMPAIGN CHICAGO CHICAGO CRYSTAL LAKE DOWNERS GROVE DOWNERS GROVE ELGIN FAIRVIEW HEIGHTS FOREST PARK GENEVA KILDEER MOUNT PROSPECT MUNDELEIN NAPERVILLE NORRIDGE OAK LAWN OAKBROOK TERRACE ORLAND PARK PEORIA ROCKFORD ROLLING MEADOWS (5) SKOKIE STREAMWOOD VERNON HILLS WOODRIDGE INDIANA GREENWOOD (5) INDIANAPOLIS SOUTH BEND OJV OJV IOWA CLIVE COUNCIL BLUFFS DUBUQUE KANSAS OVERLAND PARK WICHITA WICHITA KENTUCKY BELLEVUE LEXINGTON KIR KIR 2014 1997 1973 2003 2008 2008 2007 2001 1995 2013 2011 2013 2013 2014 1993 2008 2001 2005 2002 1972 1996 1997 2001 1997 1997 1998 1999 1997 1972 1998 1997 1996 2013 1997 1998 1997 1997 1997 2001 1997 1997 2008 2003 1997 1998 2012 1998 1970 1964 2003 1996 2006 1997 2006 1998 1996 1976 1993 37,640 3,787 95,660 78.5 100.0 100.0 BIG LOTS 41,200 JO-ANN FABRICS 12,375 BUDDY’S HOME 10,225 FURNISHINGS 59,426 80.0 PETCO 15,335 DOLLAR TREE 10,220 130,407 259,495 175,835 532,945 112,537 78,025 92,985 285,656 73,910 227,389 186,526 195,377 311,093 95.1 KROGER 83.8 KROGER 59.0 MARSHALLS 91.7 HOBBY LOBBY 100.0 TJ MAXX 100.0 WHOLE FOODS MARKET 95.2 PUBLIX 98.7 HOBBY LOBBY 100.0 KROGER 94.4 KMART 100.0 BED BATH & BEYOND 96.6 HHGREGG 91.7 KOHL’S 62,000 56,647 DAYS INN 36,598 NORDSTROM RACK 65,864 HHGREGG 35,200 ROSS DRESS FOR LESS 70,125 54,340 67,400 AMC-COLONIAL 18 62,000 86,479 KROGER 35,005 TJ MAXX 39,392 PLANET FITNESS 36,000 OLD NAVY 44,000 ASHLEY FURNITURE HOMESTORE 30,187 ANNA’S LINENS 19,838 13,939 40,000 11,920 65,442 ROSS DRESS FOR LESS 36,995 69,295 33,067 MARSHALLS 31,000 21,000 34,000 32,026 ROSS DRESS FOR LESS 86,584 BELK 30,187 COST PLUS 58,416 HHGREGG 133,259 100.0 HOBBY LOBBY 55,000 DICK’S SPORTING GOODS 45,000 STEVENS-HENAGER 15,000 274,282 188,250 80,535 3,029 111,720 102,011 86,894 80,624 141,578 141,702 178,920 95.5 KOHL’S 94.6 SCHNUCK MARKETS 100.0 CARSON PIRIE SCOTT 100.0 100.0 BEST BUY 100.0 BURLINGTON COAT FACTORY 100.0 KMART 81.2 HOBBY LOBBY 92.2 SHOP & SAVE MARKET 100.0 TJ MAXX 97.8 ELGIN MALL 86,584 HOBBY LOBBY 68,800 TOYS R US/BABIES R US 80,535 COLLEGE 51,214 BUY BUY BABY 46,070 BARNES & NOBLE 45,350 DICK’S SPORTING GOODS 75,623 RAINBOW SHOPS 30,247 MICHAELS 13,770 BEAUTY ONE 86,894 65,502 42,610 DOLLAR TREE 54,850 BEST BUY 81,550 ELGIN FARMERS PRODUCTS 15,808 WALGREENS 54,400 OLD NAVY 31,358 AARON SALES & LEASE OWNERSHIP 193,023 100.0 SPORTS AUTHORITY 45,085 FRESH THYME FARMERS 28,000 HOME GOODS 98,371 104,688 165,822 192,547 89,692 100.0 KMART 100.0 GANDER MOUNTAIN 100.0 BED BATH & BEYOND 100.0 KOHL’S 100.0 BURLINGTON COAT FACTORY MARKET 96,871 104,688 35,000 MICHAELS 31,578 OLD NAVY 101,097 HOBBY LOBBY 56,596 TRUE VALUE 87,547 34,624 22,192 24,123 12,618 12,000 15,726 10,000 24,000 17,375 27,619 102,327 97.9 BURLINGTON COAT 100,200 116,914 183,893 176,263 15,535 162,442 89,047 58,455 81,000 192,624 FACTORY 100.0 KMART 100.0 KMART 92.6 HOME DEPOT 100.0 100.0 KMART 98.0 BEST BUY 116,914 140,580 CHUCK E CHEESE 121,903 BIG LOTS 122,605 45,760 ROSS DRESS FOR LESS 100.0 MARSHALLS 100.0 VALUE CITY 97.4 DICK’S SPORTING GOODS 30,406 OLD NAVY 81,000 54,997 PETSMART 15,934 30,000 TWIN PEAKS 11,360 34,000 28,049 27,518 CHUCK E CHEESE 14,040 144,867 95.8 HOLLYWOOD BLVD 48,118 SHOE CARNIVAL 15,000 CINEMA 184,206 100.0 BABIES R US 49,426 TOYS R US 165,255 271,307 90,000 294,324 82,979 120,164 133,771 82.2 KROGER 91.8 BED BATH & BEYOND 63,468 CVS 28,000 TJ MAXX 100.0 KMART 100.0 HOBBY LOBBY 100.0 SHOPKO 90,000 55,000 TJ MAXX 82,979 97.7 HOME DEPOT 100.0 BEST BUY 113,969 45,300 TJ MAXX 47,000 FRESH THYME FARMERS MARKET 12,800 DOLLAR GENERAL 28,000 DSW SHOE WAREHOUSE 29,979 10,686 26,069 25,160 BED BATH & BEYOND 20,400 30,000 NORTHERN TOOL & EQUIPMENT 18,040 96,011 100.0 DICK’S SPORTING 48,933 GORDMANS 47,078 GOODS 53,695 216,235 100.0 KROGER 98.5 BEST BUY 53,695 45,750 BED BATH & BEYOND 43,072 TOYS R US/BABIES 41,900 R US 137 LOCATION PORTFOLIO YEAR DEVELOPED OR ACQUIRED LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES LOUISIANA BATON ROUGE HARVEY LAFAYETTE LAFAYETTE LAKE CHARLES SHREVEPORT SHREVEPORT MAINE 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 HUNT VALLEY LAUREL LAUREL NORTH EAST PASADENA PERRY HALL PERRY HALL PIKESVILLE TIMONIUM TIMONIUM TOWSON TOWSON MASSACHUSETTS ABINGTON BRIGHTON CAMBRIDGE CHATHAM DORCHESTER BLS BLS BLS BLS OIP SEB BLS PRU OJV EVERETT FALL RIVER FALMOUTH FRAMINGHAM GREAT BARRINGTON HYANNIS MARLBOROUGH MEDFORD OJV PITTSFIELD QUINCY QUINCY REVERE SALEM SHREWSBURY SPRINGFIELD 1997 2008 1997 2010 2010 2010 2010 2008 2014 2014 2013 2014 2014 2014 2013 2014 2014 2003 2003 2012 2013 2013 2014 2013 2002 2005 2011 2013 2010 2014 2013 2014 2007 2003 1999 2008 1964 1972 2014 2003 2003 2014 2011 2014 2003 2014 2012 2014 2014 2014 2014 2014 2014 2014 2014 2014 1994 2014 2004 2014 2014 2014 2014 2014 2014 2000 2014 349,857 94.7 BURLINGTON COAT 80,450 STEIN MART 174,445 244,768 29,405 134,844 69,088 78,761 FACTORY 100.0 BEST BUY 99.4 STEIN MART 84.4 96.4 MARSHALLS 100.0 OFFICEMAX 95.0 MICHAELS 45,733 MICHAELS 37,736 HOME FURNITURE COMPANY 40,000 K&G MEN’S COMPANY 24,626 BARNES & NOBLE 36,000 TJ MAXX 30,000 ROSS DRESS FOR LESS 23,500 BARNES & NOBLE 23,875 DOLLAR TREE 29,975 BED BATH & BEYOND 23,100 OLD NAVY 12,000 32,723 23,000 32,556 20,000 15,000 98,948 100.0 DSW SHOE 25,000 DOLLAR TREE 15,450 GUITAR CENTER 12,236 WAREHOUSE 152,834 114,045 58,879 77,287 78,477 90,903 90,830 130,176 105,907 2,615 26,412 50,000 73,230 100,803 98,399 91,165 66,166 6,780 99,350 100,841 90,929 113,330 86,456 139,898 433,467 86,968 88,277 94,653 75,924 81,550 87,006 38,766 94.8 KMART 97.7 SAFEWAY 95.9 CORT FURNITURE 95,932 SALVO AUTO PARTS 54,200 RITE AID 14,856 12,000 11,868 DOLLAR TREE 10,000 RENTAL 100.0 WEIS MARKETS 97.3 GIANT FOOD 100.0 GIANT FOOD 100.0 GIANT FOOD 95.2 SAFEWAY 100.0 GIANT FOOD 100.0 100.0 MICHAELS 100.0 OLD NAVY 97.6 GIANT FOOD 99.4 HARRIS TEETER 100.0 SAFEWAY 92.3 DAVID’S NATURAL MARKET 100.0 100.0 NORDSTROM RACK 100.0 TOYS R US/BABIES R US 100.0 GIANT FOOD 97.9 GIANT FOOD 100.0 GIANT FOOD 97.9 SAFEWAY 100.0 TARGET 100.0 GIANT FOOD 93.2 GREAT BEGINNINGS 58,187 55,108 56,892 43,136 55,032 CVS 62,943 26,706 HOME GOODS 16,000 57,994 56,905 55,164 15,079 CVS 40,750 TJ MAXX 63,062 REI 64,333 64,885 DOLLAR TREE 55,000 50,093 PETCO 146,773 KOHL’S 10,125 DOLLAR TREE 10,000 23,294 13,225 DAVID’S NATURAL 11,627 MARKET 30,600 BOOKS-A-MILLION 24,075 COLUMBIA EXPONENTS 28,000 10,004 10,000 12,400 106,889 SAFEWAY 55,164 56,166 60,102 MATTRESS & FURNITURE 10,026 MART 91.5 GIANT FOOD 100.0 PLANET FITNESS 55,330 21,000 DOLLAR TREE 100.0 VILLAGE THRIFT 90.3 FOOD LION 92.6 DAVITA HEALTHCARE OF MD 81,550 38,372 10,496 13,253 SEAFOOD PALACE 12,709 BUFFET 173,475 88.4 BRUNSWICK 40,544 RITE AID 21,250 ACE HARDWARE 18,704 65,059 105,530 59,799 187,561 88,405 679,843 102,000 27,550 62,555 24,432 84,470 41,278 30,897 78,642 26,482 131,102 231,546 104,125 56,215 72,014 80,510 24,805 15,272 48,425 109,100 19,287 BOWLING 100.0 GIANT FOOD 94.9 GIANT FOOD 80.0 AMERICAN RADIOLOGY 92.5 GIANT FOOD 100.0 SAFEWAY 100.0 WALMART 56,848 63,529 13,573 61,941 STAPLES 59,180 AAA MID-ATLANTIC 154,828 TARGET 15,000 11,500 CVS 132,608 WEIS MARKETS 10,125 55,452 100.0 LOWE’S HOME CENTER 100.0 BGH II, LP 100.0 MICRO CENTER 100.0 OCEAN STATE JOB LOT 100.0 NATIONAL 102,000 20,350 41,724 TRADER JOE’S 24,432 84,470 11,065 WHOLESALE LIQUIDATORS 100.0 WALGREENS 100.0 STAPLES 100.0 STAPLES 100.0 100.0 KMART 98.8 SHAW’S SUPERMARKET 100.0 BEST BUY 100.0 OFF BROADWAY SHOE 92.3 STOP & SHOP 100.0 HANNAFORD 100.0 WALGREENS 100.0 WALGREENS 100.0 STAPLES 93.7 BOB’S STORES 100.0 CVS 138 14,707 24,000 24,652 PIER 1 IMPORTS 11,695 DOLLAR TREE 11,200 52,486 PRICE CHOPPER 54,712 TOYS R US/BABIES R US 44,667 46,932 HOME GOODS 45,000 DSW SHOE WAREHOUSE 22,478 ALDI 22,362 PURE HOCKEY 21,952 24,904 21,063 61,935 55,087 RITE AID 12,607 15,272 20,388 40,982 BED BATH & BEYOND 19,287 14,247 32,767 STAPLES 18,689 LOCATION STURBRIDGE PORTFOLIO BLS YEAR DEVELOPED OR ACQUIRED 2013 LEASABLE AREA (SQ.FT.) 230,590 PERCENT LEASED (1) 100.0 STOP & SHOP TENANT NAME MAJOR LEASES GLA 57,769 MARSHALLS TENANT NAME GLA TENANT NAME 30,000 CINEMAGIC THEATERS GLA 29,000 SWAMPSCOTT WAKEFIELD WALTHAM WOBURN WORCESTER MICHIGAN CLARKSTON CLAWSON (5) FARMINGTON LIVONIA MUSKEGON TAYLOR WALKER MINNESOTA MAPLE GROVE MAPLE GROVE MINNETONKA ROSEVILLE MISSISSIPPI HATTIESBURG MISSOURI CRYSTAL CITY ELLISVILLE FLORISSANT JOPLIN JOPLIN KIRKWOOD LEMAY MANCHESTER SAINT CHARLES SAINT CHARLES SAINT LOUIS SAINT LOUIS SAINT LOUIS (5) SAINT LOUIS SAINT LOUIS SAINT PETERS SPRINGFIELD SPRINGFIELD SPRINGFIELD NEBRASKA OMAHA NEVADA HENDERSON HENDERSON LAS VEGAS LAS VEGAS RENO RENO RENO RENO RENO SPARKS SPARKS NEW HAMPSHIRE MILFORD NASHUA SALEM NEW JERSEY KIR KIR KIR KIR PRU PRU BIG PRU BLS BLS BLS BLS BRIDGEWATER KIR CHERRY HILL CHERRY HILL CHERRY HILL CHERRY HILL CINNAMINSON CLARK CLARK CLARK 2014 2014 2014 2014 2014 1996 1993 1993 1968 1985 1993 1993 2001 2006 1998 2005 2004 1997 1970 1997 1998 1998 1990 1974 1998 1998 1998 1998 1972 1998 1997 1997 1997 1994 2002 1998 2005 1999 2006 2006 2010 2006 2006 2013 2013 2013 2007 2013 2008 2014 1994 2001 1985 1996 2014 2011 1996 2013 2013 2013 10,541 10,624 14,564 63,975 15,984 24,284 119,378 66,281 100.0 CVS 100.0 MG FITNESS 100.0 PETCO 100.0 KOHL’S 100.0 PEP BOYS 11,060 15,984 13,650 104,385 DOLLAR TREE 21,521 HARBOR FREIGHT TOOLS 10,470 18,859 DOLLAR TREE 151,358 72.8 NEIMAN’S FAMILY 45,092 OFFICE DEPOT 19,605 CVS 116,635 96,915 33,121 79,215 141,549 387,210 466,825 488,157 MARKET 78.1 STAPLES 63.2 TUESDAY MORNING 94.0 CVS 65.2 PLUMB’S FOOD 100.0 KOHL’S 100.0 RUBY-15-WALKER, LLC 93.6 BYERLY’S 98.4 LOWE’S HOME CENTER 24,000 ALDI 19,610 FITNESS 19 13,810 34,332 93,310 BABIES R US 156,366 KOHL’S 16,498 RITE AID 10,250 37,459 104,508 STAR THEATRE 74,211 55,043 BEST BUY 137,933 DICK’S SPORTING GOODS 45,953 JO-ANN FABRICS 51,182 MARSHALLS 45,940 33,335 120,231 97.5 TOYS R US/BABIES 61,369 GOLFSMITH GOLF & 108,213 100.0 SPORTS AUTHORITY 80,065 GOLFSMITH R US TENNIS 25,775 18,480 295,848 100,724 118,080 172,165 155,416 80,524 251,775 79,747 89,305 8,000 84,460 113,781 129,093 168,460 169,982 128,765 178,364 282,792 84,916 92.7 ASHLEY FURNITURE HOMESTORE 100.0 KMART 89.0 SHOP N SAVE 100.0 KMART * 100.0 ASHLEY FURNITURE HOMESTORE 100.0 JOPLIN SCHOOLS 100.0 HOBBY LOBBY 100.0 SHOP N SAVE 100.0 KOHL’S 100.0 100.0 KOHL’S 100.0 KOHL’S 94.5 SHOP N SAVE 100.0 BURLINGTON COAT FACTORY 100.0 HOME DEPOT 100.0 KMART 100.0 HOBBY LOBBY 99.3 BEST BUY 100.0 BED BATH & BEYOND 45,000 ROSS DRESS FOR LESS 30,187 BED BATH & BEYOND 23,065 100,724 80,000 135,504 K&G MEN’S COMPANY 36,412 ROSS DRESS FOR LESS 27,000 29,108 OFFICEMAX 23,500 80,524 64,876 BURLINGTON COAT FACTORY 56,198 DOLLAR GENERAL 89,305 - 84,460 92,870 CLUB FITNESS 68,307 80,000 BIG LOTS 122,540 PLANET FITNESS 128,765 57,028 SPORTS AUTHORITY 48,150 JCPENNEY 30,050 MARSHALLS 58,400 SPORTS AUTHORITY 35,764 10,500 20,911 35,040 SOCIETY OF ST. VINCENT DE PAUL 27,000 NAPA AUTO PARTS 40,418 OFFICE DEPOT 46,144 TJ MAXX 29,400 ROSS DRESS FOR LESS 27,000 18,442 24,500 31,275 25,466 209,650 100.0 KMART 122,306 OFFICE DEPOT 28,000 PACE-BATTLEFIELD, 26,000 LLC 178,686 78.6 MARSHALLS 33,000 BIG LOTS 28,760 OFFICEMAX 20,022 176,081 130,773 77,650 361,486 36,619 113,376 152,601 104,319 119,871 119,601 113,743 55.6 BIG LOTS 34.4 90.5 ALBERTSONS 86.9 WALMART 100.0 PIER 1 IMPORTS 74.1 SCOLARI’S WAREHOUSE MARKET 97.4 BED BATH & BEYOND 95.0 RALEY’S 95.0 RALEY’S 89.4 SAFEWAY 96.7 RALEY’S 30,000 SAVERS 25,000 58,050 114,513 COLLEEN’S CLASSICS 40,728 MARSHALLS 30,000 CONSIGNMENT 10,542 50,451 35,185 NORDSTROM RACK 31,000 WILD OATS MARKETS 28,788 65,519 61,570 SHELL OIL 56,061 CVS 63,476 * 10,000 18,990 17,050 148,002 92.5 SHAW’S 71,000 RITE AID SUPERMARKET 176,437 344,976 98.8 TJ MAXX 100.0 KOHL’S 25,219 MICHAELS 91,282 SHAW’S SUPERMARKET 24,300 MODELL’S 51,507 BOB’S STORES 241,997 100.0 BED BATH & 40,415 MARSHALLS 39,562 BABIES R US 124,750 129,809 209,185 256,099 BEYOND 72.4 STOP & SHOP * 100.0 KOHL’S 97.6 KOHL’S 93.9 SHOPRITE 62,532 RETRO FITNESS 96,629 PLANET FITNESS 86,770 SPORTS AUTHORITY 71,676 BOB’S DISCOUNT FURNITURE 10,366 22,320 40,000 BABIES R US 30,711 ROSS DRESS FOR LESS 123,388 100.0 SPEED RACEWAY 85,440 HIBACHI GRILL & SUPREME 19,412 ACME MARKETS * 85,000 52,812 41,537 100.0 SHOPRITE 100.0 A&P 100.0 BALLY TOTAL FITNESS BUFFET 85,000 52,812 28,000 RITE AID 13,537 21,319 43,905 37,355 37,491 30,076 17,000 139 LOCATION DELRAN EAST WINDSOR EDGEWATER HILLSDALE HOLMDEL HOLMDEL MILLBURN MOORESTOWN NORTH BRUNSWICK PISCATAWAY RIDGEWOOD UNION WAYNE (5) WESTMONT NEW MEXICO ALBUQUERQUE NEW YORK AMHERST BAYSHORE BELLMORE BRIDGEHAMPTON BRONX (5) BROOKLYN BROOKLYN BROOKLYN BROOKLYN BROOKLYN HEIGHTS BUFFALO CENTEREACH CENTEREACH COMMACK COMMACK COPIAGUE (5) 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 SELDEN STATEN ISLAND STATEN ISLAND STATEN ISLAND STATEN ISLAND STATEN ISLAND (5) PORTFOLIO KIR PRU YEAR DEVELOPED OR ACQUIRED 2000 2008 2007 2014 2007 2007 2014 2009 1994 1998 1994 2007 2009 1994 1998 2009 2006 2004 2009 2013 2000 2003 2004 2004 2012 2009 1993 2006 1998 2007 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 2014 2000 1989 1997 2005 2006 OJV OJV KIR OJV OJV KIR OJV BLS KIR KIR KIR BLS KIR OJV KIR KIR KIR KIR 10,126 30,000 35,000 37,344 25,482 10,185 19,380 52,440 11,186 20,315 42,970 34,821 27,540 19,450 LEASABLE AREA (SQ.FT.) 77,583 249,029 423,316 60,432 299,723 234,557 89,348 201,351 PERCENT LEASED (1) 100.0 PETSMART 100.0 TARGET 99.1 TARGET TENANT NAME 100.0 KING’S SUPER MARKET 97.6 A&P 100.0 BEST MARKET 100.0 KINGS SUPERMARKET 100.0 LOWE’S HOME CENTER 442,554 100.0 WALMART 97,348 24,280 98,193 311,115 173,259 100.0 SHOPRITE 100.0 WHOLE FOODS MARKET 100.0 WHOLE FOODS MARKET 100.0 COSTCO 85.0 THRIFTWAY SUPERMARKET GLA TENANT NAME GLA MAJOR LEASES GLA 20,443 OFFICE DEPOT * TENANT NAME 126,200 GENUARDI’S * 113,156 PATHMARK 30,811 WALGREENS 56,021 MARSHALLS 37,500 BEST BUY 40,024 WALGREENS 20,006 PARTY CITY 52,869 TJ MAXX 63,966 TJ MAXX 16,332 48,833 LA FITNESS 30,109 MICHAELS 17,139 PET SUPPLIES PLUS 135,198 SKYZONE MOORESTOWN 42,173 INTERNATIONAL FOOD AND VEGETAB 134,202 BURLINGTON COAT FACTORY 80,542 MARSHALLS 54,100 24,280 60,000 BEST BUY 30,225 147,350 SOVRAN ACQUISITION LP 48,142 SUPER FITNESS 85,598 SPORTS AUTHORITY 15,000 TUESDAY MORNING 49,132 13,271 183,718 95.0 MOVIES WEST 27,883 ROSS DRESS FOR LESS 26,250 SEARS OUTLET 25,000 101,066 100.0 TOPS 101,066 SUPERMARKET 176,831 96.3 BEST BUY 45,499 TOYS R US/BABIES R US 43,123 HARBOR FREIGHT 20,965 12,052 89,935 KING KULLEN 58,860 FOOD BAZAAR-161 58,200 WALGREENS 10,000 10,300 15,638 PC RICHARD & SON TOOLS 61,892 TJ MAXX 51,680 BLINK FITNESS 33,800 18,845 11,050 11,311 22,416 100.0 FRUIT VALLEY 15,200 15,445 287,507 175,356 80,708 10,000 29,671 40,373 7,200 141,466 379,745 105,851 261,664 24,617 135,436 27,078 12,900 143,288 437,105 100.0 PETSMART 100.0 KMART 99.3 NATIONAL AMUSEMENTS 100.0 HOME DEPOT 100.0 RITE AID 100.0 DUANE READE 100.0 DUANE READE 100.0 100.0 TOPS SUPERMARKET 99.0 WALMART 95.1 PATHMARK 100.0 TOYS R US/BABIES R US 100.0 DEAL$ 100.0 HOME DEPOT 100.0 DUANE READE 100.0 CVS 100.0 ELMSFORD 119 96.6 HOME DEPOT 17,789 13,905 172,631 49,090 70,990 227,939 35,736 52,950 63,998 57,013 2,085 105,851 10,790 617,810 47,199 48,275 6,065 155,321 22,500 108,296 80,000 26,747 72,748 PRODUCE 100.0 PETCO 100.0 WALGREENS 97.8 STOP & SHOP 100.0 STAPLES 100.0 MACY’S 83.4 KOHL’S 97.3 DOLLAR TREE 97.1 BEST MARKET 100.0 WHOLE FOODS MARKET 100.0 MARSHALLS 100.0 100.0 MILLERIDGE INN 100.0 96.8 SAM’S CLUB 100.0 SPORTS AUTHORITY 100.0 100.0 100.0 MARSHALLS 100.0 DUANE READE 100.0 WALDBAUMS 100.0 BEST BUY 100.0 NORTH SHORE FARMS 100.0 BED BATH & BEYOND 55,968 100.0 PETSMART 84,000 PETSMART 20,165 CITI TRENDS 151,067 BIG LOTS 63,459 ACE HARDWARE 63,296 KING KULLEN 14,137 112,000 11,878 12,900 84,450 SPORTS AUTHORITY 116,790 DAVE & BUSTER’S 33,600 MODELL’S 25,000 60,216 SPORTS AUTHORITY 58,838 60,000 SUNRISE CREDIT SERVICES 11,857 13,905 46,753 VORNADO REALTY TRUST 24,880 ANNIE SEZ 50,000 PETCO 86,584 MICHAELS 10,481 30,700 RITE AID 38,304 37,328 MARSHALLS 13,360 11,890 24,008 MODELL’S 11,010 33,600 105,851 134,900 WALMART 116,097 HOME DEPOT 115,436 30,164 DSW SHOE WAREHOUSE 17,035 40,114 KING KULLEN 22,500 44,478 HOME GOODS 45,000 CHRISTMAS TREE SHOPS 10,000 41,393 WHOLE FOODS MARKET 28,916 BOB’S DISCOUNT FURNITURE 37,570 NORDSTROM RACK 24,836 ANNIE SEZ 35,000 34,257 15,038 20,000 27,052 29,599 88,222 236,130 190,779 260,510 100,977 100,641 348,548 52.8 100.0 FAIRWAY STORES 55,162 93.1 HOME DEPOT 92.1 TJ MAXX 99.2 TARGET 98.3 LA FITNESS 100.0 KOHL’S * 98.2 KMART 102,220 KING KULLEN 34,798 LA FITNESS 139,839 PATHMARK 33,180 100,641 103,823 PATHMARK 140 52,250 34,000 MICHAELS 48,377 OLD NAVY 17,573 15,000 59,809 TOYS R US/BABIES 42,025 R US LOCATION STATEN ISLAND SYOSSET VALLEY STREAM WHITE PLAINS WOODSIDE YONKERS YONKERS NORTH CAROLINA ASHEVILLE CARY CARY CHARLOTTE CHARLOTTE CHARLOTTE CHARLOTTE CHARLOTTE CORNELIUS DAVIDSON DURHAM DURHAM GREENSBORO KNIGHTDALE KNIGHTDALE MOORESVILLE MORRISVILLE RALEIGH RALEIGH RALEIGH RALEIGH WINSTON-SALEM OHIO BEAVERCREEK COLUMBUS COLUMBUS COLUMBUS HUBER HEIGHTS KENT NORTH OLMSTED SHARONVILLE OREGON CLACKAMAS GRESHAM GRESHAM GRESHAM HILLSBORO MILWAUKIE PORTLAND (5) PENNSYLVANIA ARDMORE BEAVER FALLS BLUE BELL CARLISLE CHAMBERSBURG CHAMBERSBURG DEVON EAGLEVILLE EAST NORRITON EAST STROUDSBURG EXTON EXTON GREENSBURG HAMBURG HARRISBURG HAVERTOWN HORSHAM MONROEVILLE MONTGOMERY PORTFOLIO YEAR DEVELOPED OR ACQUIRED 2005 1967 2012 2004 2012 1995 2005 2012 2001 2000 1968 1986 2012 2012 2014 2011 2012 2002 1996 2011 2011 2011 2007 2008 1993 2006 2003 2011 1969 1986 2002 1988 1998 1999 1995 1988 1977 2007 2006 2009 2009 2008 2007 2006 2007 2000 1996 2013 2008 2006 2012 2008 1984 1973 1999 1996 2002 2000 1972 1996 2013 2013 2002 KIR KIR SEB SEB KIR KIR KIR OJV PRU PRU PRU PRU PRU BLS OJV BLS BLS KIR LEASABLE AREA (SQ.FT.) 47,270 32,124 27,924 22,220 7,500 43,560 10,329 153,820 315,797 MAJOR LEASES TENANT NAME GLA TENANT NAME GLA PERCENT LEASED (1) 100.0 STAPLES TENANT NAME 95.0 NEW YORK SPORTS CLUB 100.0 KEY FOOD 35.0 100.0 100.0 SHOPRITE 100.0 ADVANCE AUTO PARTS GLA 47,270 16,664 27,924 43,560 10,329 100.0 TJ MAXX 45,189 ROSS DRESS FOR LESS 98.4 BJ’S WHOLESALE 108,532 KOHL’S 28,223 HHGREGG 86,584 PETSMART 26,488 26,040 CLUB 586,667 95.8 DICK’S SPORTING 55,000 BEST BUY 51,259 BED BATH & BEYOND 43,015 110,300 100.0 BURLINGTON COAT 48,000 TJ MAXX 31,954 CVS GOODS 233,939 97.9 ROSS DRESS FOR 32,003 K&G MEN’S COMPANY FACTORY 75,134 136,685 110,005 77,600 79,084 408,065 116,186 215,193 184,244 LESS 100.0 HARRIS TEETER 86.2 HOME DEPOT 97.5 HARRIS TEETER 100.0 HARRIS TEETER 100.0 HARRIS TEETER 100.0 WALMART 85.8 TJ MAXX 50,627 85,600 CORT FURNITURE RENTAL 51,486 57,260 48,000 149,929 BEST BUY 31,303 JO-ANN FABRICS 100.0 KOHL’S 98.3 ROSS DRESS FOR 87,110 HARRIS TEETER 30,144 BED BATH & BEYOND LESS 31,577 ASHLEY FURNITURE HOMESTORE 27,700 45,000 BUY BUY BABY 16,051 HIBACHI GRILL & SUPREME BUFFET 47,452 RITE AID 22,941 MICHAELS 136,955 98.9 DICK’S SPORTING 45,000 BEST BUY 30,000 TJ MAXX 165,798 169,901 362,078 9,800 97,103 136,203 GOODS 97.8 BEST BUY 98.1 CARMIKE CINEMAS 93.8 GOLFSMITH 53.3 80.8 FOOD LION 99.3 OFFICE DEPOT 30,000 BED BATH & BEYOND 60,124 FOOD LION 59,719 BED BATH & BEYOND 28,000 STAPLES 36,427 STEIN MART 35,335 ROSS DRESS FOR LESS 38,273 ACE HARDWARE 22,391 02 FITNESS 16,593 20,006 TOWN AND COUNTRY HARDWARE 10,722 26,200 31,772 11,200 11,606 21,545 26,297 20,388 36,000 30,187 12,000 132,190 98.5 HARRIS TEETER 60,279 DOLLAR TREE 142,547 269,201 129,008 100.0 KROGER 96.7 LOWE’S HOME CENTER 100.0 KOHL’S 112,862 97.7 FRESH THYME 122,697 131,644 KROGER 99,408 GRANT/RIVERSIDE METHODIST HOSP 27,500 PIER 1 IMPORTS 101,840 KOHL’S 99,862 14,849 78,314 24,400 12,015 PATEL BROTHERS INDIAN GROCERS 80,731 MARSHALLS 11,060 29,500 315,914 3,000 99,862 121,105 236,672 264,765 208,276 107,583 210,941 185,760 109,498 321,309 215,206 120,211 90,289 131,623 273,104 68,935 62,636 131,794 169,381 60,685 85,184 50,000 15,400 FARMERS MARKET 100.0 ELDER BEERMAN 100.0 100.0 TOPS SUPERMARKET 100.0 GABRIEL BROTHERS 97.5 SPORTS AUTHORITY 77.9 MADRONA WATUMULL 87.5 MARSHALLS 96.0 WALMART 100.0   SAFEWAY 92.0   MACY’S 100.0   KMART 100.0   KOHL’S 100.0   GIANT FOOD 90.6   GIANT FOOD 100.0   KOHL’S 100.0   WHOLE FOODS MARKET 35.4   DOLLAR TREE 97.0   SHOPRITE 80.3   KMART 100.0   ACME MARKETS * 100.0   KOHL’S 100.0   TJ MAXX 100.0   LEHIGH VALLEY HEALTH 94.1   ALBERTSONS 92.5   SAFEWAY 42,630   RITE AID 48,000   DOLLAR TREE 55,103 KROGER 30,975 UNITED ART AND 19,467 EDUCATION 45,121 NORDSTROM RACK 55,120 ROSS DRESS FOR LESS 27,766 OLD NAVY 26,832 PETSMART 27,500 OFFICE DEPOT 60,000 CASCADE ATHLETIC CLUB 53,000   RITE AID 26,706 BIG LOTS 21,633 27,465   DSW SHOE WAREHOUSE 31,472   JO-ANN FABRICS 11,660     99,725   BANANA REPUBLIC 107,806   HOME DEPOT 93,444   HOME GOODS 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     20,400 21,600 25,000 19,949 13,775 21,479 10,263     66,506   RETRO FITNESS 102,763     60,685     85,184     26,775   MICHAELS 15,400     177,917 82.0   GANDER 83,777   AMERICAN SIGNATURE 80,938 71,737 143,200 257,565 MOUNTAIN 100.0   KOHL’S 97.8   GIANT FOOD 95.5   PETSMART 98.8   GIANT FOOD 80,938     48,820     29,650   BED BATH & BEYOND 67,179   BED BATH & BEYOND 141 18,025   JO-ANN FABRICS 12,250 23,225     48,884   OLD COUNTRY BUFFET 25,312   MICHAELS 32,037   HHGREGG 11,200 23,629 28,892                                                                                                                                                                                                                                                                               LOCATION NEW KENSINGTON PHILADELPHIA PHILADELPHIA (5) PHILADELPHIA PHILADELPHIA PHILADELPHIA PITTSBURGH PITTSBURGH QUAKERTOWN RICHBORO SCOTT TOWNSHIP SHREWSBURY SPRINGFIELD WEST MIFFLIN WHITEHALL WHITEHALL WYNNEWOOD (2) YORK PUERTO RICO BAYAMON CAGUAS CAROLINA MANATI MAYAGUEZ PONCE TRUJILLO ALTO RHODE ISLAND CRANSTON SOUTH CAROLINA CHARLESTON CHARLESTON (5) GREENVILLE GREENVILLE GREENVILLE GREENVILLE TENNESSEE MADISON MEMPHIS TEXAS AMARILLO AMARILLO ARLINGTON AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN BAYTOWN BEAUMONT BROWNSVILLE BURLESON CONROE CORPUS CHRISTI CORPUS CHRISTI DALLAS DALLAS FORT WORTH FRISCO GEORGETOWN GRAND PRAIRIE HOUSTON HOUSTON HOUSTON HOUSTON PORTFOLIO OJV OJV OJV OIP CPP OJV KIR KIR KIR OJV OJV OJV OJV OJV KIR PRU OIP KIR PRU OJV OJV OIP BLS BLS 1995 1996 2006 2010 2007 2011 1986 1999 2014 1983 1986 2005 1996 2014 1986 2006 2006 2006 2006 2006 2006 2006 1998 1978 1995 1997 2009 2010 2012 1978 2001 1997 2003 1997 2011 2011 2011 2011 2011 1998 1998 2007 1996 2005 2005 2011 2006 1997 2011 1998 2007 2012 2006 2011 2006 2005 2006 2013 2013 335,036 82,345 292,878 148,932 166,495 266,565 107,432 69,288 94,706 171,277 84,279 151,418 84,524 35,500 189,554 122,058 148,532 294,336 118,736 51,672 175,593 40,000 343,875 142,647 96,127 54,651 88,829 40,000 131,039 207,614 191,760 157,852 213,768 105,133 9,600 225,959 280,430 289,322 99,154 60,175 83,867 171,143 291,121 230,197 115,416 239,588 41,576 237,634 144,055 350,836 YEAR DEVELOPED OR ACQUIRED 1986 1997 1983 LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME 108,950 36,511 175,456 96.7   GIANT EAGLE 100.0   MERCY HOSPITAL 100.0   BURLINGTON COAT FACTORY 94.7 TARGET 100.0 KOHL’S 97.2 SEARS 90.4 WHOLE FOODS MARKET MAJOR LEASES TENANT NAME GLA 101,750     33,000     70,723   TOYS R US 137,000 PATHMARK 82,345 237,151 GLA TENANT NAME GLA 33,000   BOB’S DISCOUNT FURNITURE 66,703 PEP BOYS 33,233 THE TILE SHOP 16,059 RITE AID 98.6 HHGREGG 96.2 BJ’S WHOLESALE 31,296 TJ MAXX 85,188 BEST BUY 30,000 STAPLES 30,720 PETSMART CLUB 97.7 SUPER FRESH 100.0 WALMART 100.0 GIANT FOOD 98.7 GIANT FOOD 100.0 BIG LOTS 100.0 VALUE CITY FURNITURE 100.0 KOHL’S 100.0 100.0 GIANT FOOD 55,537 69,288 54,785 66,825 STAPLES 84,279 48,800 JO-ANN FABRICS 84,524 30,500 26,535 EMPIRE BEAUTY SCHOOL 31,000 BOOKS-A-MILLION 19,937 186,421 97.3 AMIGO 35,588 OFFICEMAX 18,100 CHUCK E CHEESE 599,681 570,621 69,640 354,830 191,680 SUPERMARKET 99.5 SAM’S CLUB 96.4 KMART 69.1 PLANET FITNESS 98.4 HOME DEPOT 97.2 2000 CINEMA CORP. 138,622 COSTCO 118,242 HOME DEPOT 20,350 109,800 SAM’S CLUB 60,000 SUPERMERCADOS MAXIMO 134,881 JCPENNEY 109,800 ECONO RIAL 100,408 CARIBBEAN CINEMA 35,651 PETSMART 199,513 99.1 KMART 80,100 PUEBLO SUPERMARKET 26,869 ANNA’S LINENS 129,941 98.4 BOB’S STORES 41,114 MARSHALLS 28,000 TONI & GUY 100.0 HARRIS TEETER 90.2 TJ MAXX 94.2 GABRIEL BROTHERS 96.4 INGLES MARKETS 100.0 ACADEMY SPORTS & OUTDOORS 83.8 THE FRESH MARKET 52,334 STEIN MART 31,220 BARNES & NOBLE 51,268 CONN’S HOMEPLUS 65,000 GOLD’S GYM 89,510 TRADER JOE’S 20,550 HAIRDRESSING ACAD 37,000 PETCO 25,389 OFFICE DEPOT 35,621 35,000 TJ MAXX 12,836 29,723 20,800 15,000 23,884 20,245 11,472 13,600 98,348 56,372 45,126 13,279 11,895 12,020 15,314 16,490 30,300 98.8 OLD TIME POTTERY 100.0 BED BATH & 99,400 WALMART 40,000 BEYOND 39,687 100.0 HOME DEPOT 109,800 KOHL’S 98.1 ROSS DRESS FOR 30,187 BED BATH & BEYOND 94,680 CONN’S HOMEPLUS 30,000 JO-ANN FABRICS 33,008 30,000 LESS 100.0 HOBBY LOBBY 100.0 CONN’S 95.8 BARNES & NOBLE 100.0 DAVE & BUSTER’S 95.0 GATTI LAND EATER- TAINMENT 98.5 ACADEMY SPORTS & OUTDOORS 92.4 TOYS R US/BABIES R US 73.8 HEB GROCERY 99.3 BED BATH & BEYOND 100.0 HOBBY LOBBY 96,127 26,650 24,685 PETCO 40,000 31,094 24 HOUR FITNESS 61,452 PACIFIC RESOURCES ASSOCIATES 55,000 BED BATH & BEYOND 64,310 42,098 BUY BUY BABY 12,350 29,678 DOLLAR TREE 46,690 GOLD’S GYM 44,846 WORLD MARKET 14,326 30,000 19,089 28,730 ROSS DRESS FOR LESS 26,250 63,328 ROSS DRESS FOR LESS 30,108 100.0 BURLINGTON COAT 80,274 TJ MAXX 28,460 MICHAELS FACTORY 99.6 KOHL’S 99.4 ASHLEY FURNITURE HOMESTORE 100.0 BEST BUY 95.7 BED BATH & BEYOND 100.0 ROSS DRESS FOR LESS 92.2 CVS 97.4 MARSHALLS 92.0 HOBBY LOBBY / MARDELS 68.9 DOLLAR TREE 88.6 24 HOUR FITNESS 100.0 MICHAELS 100.0 TJ MAXX 100.0 BEST BUY 89.4 MARSHALLS 142 86,584 ROSS DRESS FOR LESS 48,000 TJ MAXX 30,187 TJ MAXX 32,000 ROSS DRESS FOR LESS 47,616 ROSS DRESS FOR LESS 26,300 MICHAELS 34,000 SHOE CARNIVAL 24,800 28,160 OFFICEMAX 23,500 BIG LOTS 16,799 VITAMIN COTTAGE NATURAL FOOD 38,032 ROSS DRESS FOR LESS 81,392 HEMISPHERES 13,250 CVS 30,000 ROSS DRESS FOR LESS 21,531 32,000 ROSS DRESS FOR LESS 35,317 HOME GOODS 30,382 BED BATH & BEYOND 11,110 ULTA 3 30,079 OFFICE DEPOT 50,000 SPROUTS FARMERS MARKET 10,080 29,931 MARSHALLS 30,187 BED BATH & BEYOND 31,620 BARNES & NOBLE 26,535 PALAIS ROYAL 21,447 28,000 30,183 17,538 - 18,007 10,800 20,000 26,043 28,000 30,049 25,001 21,500                                       LOCATION PORTFOLIO HOUSTON HOUSTON HUMBLE LAKE JACKSON LEWISVILLE LEWISVILLE LEWISVILLE LUBBOCK MESQUITE PASADENA PASADENA PLANO PLANO SOUTHLAKE SPRING (2) SUGAR LAND TEMPLE WEBSTER VIRGINIA 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 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 YEAR DEVELOPED OR ACQUIRED 2013 LEASABLE AREA (SQ.FT.) 149,065 PERCENT LEASED (1) TENANT NAME 96.9 ROSS DRESS FOR LESS MAJOR LEASES GLA 30,176 OLD NAVY TENANT NAME GLA TENANT NAME 19,222 PETCO GLA 13,500 1996 2013 2012 1998 1998 1998 1998 1974 1999 2001 2011 1996 2008 2014 2012 2013 2006 2014 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 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2005 2014 2007 2013 2010 1999 1995 2005 2014 2004 2005 2005 2005 2005 2013 2008 2013 1973 1998 KIR KIR BLS 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 OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP OIP PRU BLS CPP OIP OIP OIP OIP OIP BLS BLS OJV KIR 96,500 100.0 BURLINGTON COAT 96,500 316,624 34,969 74,837 123,560 93,668 108,326 79,550 169,190 240,881 149,343 100,598 FACTORY 99.6 KOHL’S 70.0 88.2 YOUFIT HEALTH CLUBS 97.6 BABIES R US 94.2 BURKE’S OUTLET 94.1 PETSMART 100.0 KROGER 100.0 PETSMART 99.2 BEST BUY 100.0 HOME DEPOT 100.0 HOME DEPOT EXPO * 37,447 84.4 88,827 TJ MAXX 50,035 ROSS DRESS FOR LESS 30,237 20,105 PIER 1 IMPORTS 12,000 42,420 BED BATH & BEYOND 24,974 DSW SHOE WAREHOUSE 25,448 OFFICEMAX 51,000 26,027 OFFICEMAX 36,896 ROSS DRESS FOR LESS 34,030 HOME ZONE 20,000 CHARMING CHARLIE 23,500 MATTRESS FIRM 23,500 MICHAELS 30,187 MARSHALLS 19,865 12,600 18,000 22,491 30,000 149,343 97,798 - 96,623 262,799 365,623 124,148 71,509 1,702 341,727 101,332 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 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 3,060 299,134 81,789 4,211 4,400 7,310 101,042 331,280 361,050 799,442 186,079 495,038 91.2 KROGER 94.1 HOBBY LOBBY 97.6 HOBBY LOBBY 64,842 56,125 ROSS DRESS FOR LESS 100,086 BEL FURNITURE 30,187 MARSHALLS 58,842 BED BATH & BEYOND 28,000 53,829 100.0 SAFEWAY 100.0 ASHLEY FURNITURE 100.0 98.5 COSTCO 100.0 WALGREENS 88.2 100.0 100.0 BASSETT FURNITURE 100.0 100.0 100.0 100.0 100.0 CHUCK E CHEESE 100.0 CRACKER BARREL 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 SHONEY’S 96.6 KOHL’S 99.7 SHOPPERS FOOD 95.3 BURLINGTON COAT FACTORY 100.0 COSTCO 100.0 ROOMS TO GO 100.0 BURLINGTON COAT FACTORY 100.0 53,495 CVS 39,903 BOOKS-A-MILLION 12,380 21,006 139,658 HOME DEPOT 40,000 TJ MAXX 126,290 24 HOUR FITNESS 42,837 27,888 32,000 10,578 10,002 NTB TIRES 11,097 HHGREGG CVS CVS 10,125 88,248 MARTIN’S 63,168 BIG LOTS 69,960 AUTOZONE 73,396 36,958 STEIN MART 10,852 169,452 MARSHALLS 42,142 BEST BUY 84,683 121,550 33,179 10,125 10,125 36,900 36,532 96.1 MICHAELS 100.0 DICK’S SPORTING 40,002 MARSHALLS 47,700 HHGREGG 35,134 ROSS DRESS FOR LESS 34,089 29,826 GOODS 100.0 100.0 100.0 100.0 GIANT FOOD 100.0 SHOPPERS FOOD 98.1 TOYS R US 99.8 WALMART 78.9 REGENCY FURNITURE 95.4 SHOPPERS FOOD 143 61,500 STAPLES 67,995 TJ MAXX 45,210 MICHAELS 209,613 LOWE’S HOME CENTER 73,882 THE SALVATION ARMY 23,942 PETCO 30,545 ROSS DRESS FOR LESS 35,333 HHGREGG 135,197 SAM’S CLUB 17,070 WEDGEWOOD ANTIQUES & AUCTION 63,971 DICK’S SPORTING GOODS 57,437 LA FITNESS 12,000 30,179 33,000 135,193 16,700 47,328 LOCATION PORTFOLIO YEAR DEVELOPED OR ACQUIRED LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES 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 TRAIL WESTBANK NOVA SCOTIA DARTMOUTH HALIFAX NEWFOUNDLAND & LABRADOR ST. JOHN’S ONTARIO BELLEVILLE BROCKVILLE BURLINGTON CHATHAM FERGUS HAWKESBURY HAWKESBURY LONDON MISSISSAUGA MISSISSAUGA NEWMARKET NEWMARKET 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 UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV 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 2005 2005 2008 2008 2006 2008 2010 2002 2008 2008 2008 2008 2008 2004 2003 2002 2003 174,470 510,533 188,885 378,621 200,126 86,909 67,468 193,749 96,671 167,117 69,212 6,243 86,060 170,406 67,287 129,785 134,839 467,690 164,682 119,670 127,779 430,414 235,565 143,252 63,413 138,998 69,047 219,892 188,962 87,730 117,102 128,478 228,293 151,736 34,832 271,522 36,218 34,518 372,724 81,692 69,820 326,669 170,698 113,668 472,027 172,593 111,763 178,305 137,818 71,985 276,574 69,857 71,423 105,965 55,434 17,032 87,279 213,069 93.2 ALBERTSONS * 95.5 TARGET 92.5 MACY’S 92.0 KMART 51,696 OFFICE DEPOT 101,495 WALMART 40,000 BEST BUY 103,950 SAFEWAY 96.0 H MART 81.5 ROSS DRESS FOR 55,069 JO-ANN FABRICS 27,200 LESS 88.5 RITE AID 97.8 SAFEWAY 86.5 SAFEWAY 68.2 ALBERTSONS 100.0 BARNES & NOBLE 100.0 93.9 SAFEWAY 100.0 SAFEWAY 83.8 ROSS DRESS FOR LESS 84.4 BED BATH & BEYOND 98.9 TJ MAXX 89.7 MACY’S 23,380 61,000 SPORTS AUTHORITY 55,275 54,736 ROSS DRESS FOR LESS 20,779 PETCO 39,556 BARTELL DRUGS 55,003 JO-ANN FABRICS 29,020 23,070 RITE AID 76,207 NORDSTROM RACK 30,000 BED BATH & BEYOND 67,070 GOODWILL INDUSTRIES 43,506 BARNES & NOBLE 21,875 41,258 28,000 35,735 24,987 45,364 BARTELL DRUGS 17,622 21,287 16,459 TRADER JOE’S 13,327 29,903 RITE AID 36,692 ROSS DRESS FOR LESS 25,000 RITE AID 25,160 DESTINY CITY CHURCH 48,670 BEST BUY 23,228 OFFICE DEPOT 45,884 SPORTS AUTHORITY 208,888 100.0 WALMART 144,298 STAPLES 15,642 290,808 100.0 SEARS WHOLE HOME 46,043 BED BATH & BEYOND 37,809 LONDON DRUGS 305,865 99.6 WINNERS 34,740 SPORT CHEK 100.0 TARGET (ZELLERS) 100.0 WINNERS 98.6 BEST BUY 100.0 THE BRICK 100.0 T&T SUPERMARKET (LOBLAWS) 91.8 SOBEYS * 100.0 MICHAELS 98.3 WALMART 124,216 34,227 HOMESENSE 36,726 HOMESENSE 45,803 HOME OUTFITTERS 47,496 LONDON DRUGS 34,606 24,180 WINNERS 60,346 SAFEWAY 89.5 SAVE-ON-FOODS 31,420 DOLLAR TREE 100.0 TARGET 115,407 WINNERS HOMESENSE 55,724 GOODLIFE FITNESS 59,648 26,422 SUPER VALU 45,500 JYSK 33,265 BUSINESS DEPOT (STAPLES) 28,600 DOLLAR TREE 26,792 PETSMART 40,539 LONDON DRUGS 36,115 BED, BATH & BEYOND 23,505 JYSK LINEN 29,586 13,164 51,982 PETSMART 26,034 STAPLES 23,420 CHEVRON 18,500 96.2 SAFEWAY 97.5 SAVE-ON-FOODS 94.2 LONDON DRUGS 100.0 WINNERS HOMESENSE 97.2 WINNERS 100.0 SEARS 90.5 93.1 SAVE ON FOODS 100.0 100.0 BUY-LOW FOODS 90.0 THE BAY 100.0 SAVE ON FOODS 96.5 BRICK WAREHOUSE 99.6 HOME DEPOT 92.6 SAFEWAY 97.7 SAFEWAY 97.3 TARGET 48.8 NO FRILLS 96.9 SAVE-ON-FOODS 95.3 SOBEYS 100.0 WALMART 34,175 MICHAELS 34,983 HOMESENSE 23,754 FUTURE SHOP 24,986 CHAPTERS 60,679 FAMOUS PLAYERS 57,802 LONDON DRUGS 22,834 111,500 SAVE ON FOODS 39,068 SHOPPERS DRUG MART 29,808 103,879 CINEPLEX ODEON 52,174 LONDON DRUGS 55,169 NEW HOLLYWOOD THEATRE 120,684 SAFEWAY 41,409 38,874 SHOPPERS DRUG MART 44,602 LONDON DRUGS 15,898 52,000 WINNERS 27,894 11,806 55,720 FAMOUS PLAYERS 16,679 HOME HARDWARE 75,694 SHOPPERS DRUG MART 16,334 DOLLARAMA 132,192 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 32,428 30,927 55,568 10,035 12,818 366,171 96.0 SPORT CHEK 40,152 BED BATH & BEYOND 30,605 LABELS 29,913 96.9 METRO 79.3 SEARS 45,485 88,898 GALAXY 20,000 SHOPPERS DRUG 18,040 97.6 FRESH CO. 100.0 FOOD BASICS 99.0 TARGET 100.0 PRICE CHOPPER * 100.0 PHARMAPRIX * 100.0 TALIZE 98.5 CANADIAN TIRE 28,848 36,484 DOLLAR TREE 95,978 29,950 HAWKESBURY HOSPITAL OFFICES 17,032 31,388 SHOPPERS DRUG MART 60,872 METRO 118,637 100.0 WINNERS 27,308 STAPLES 267,865 100.0 WALMART 67,604 METRO 160,225 100.0 BED BATH & 28,015 MICHAELS BEYOND 144 MART 10,500 13,000 BINGO HALL 18,163 FIT FOR LESS 53,768 SHOPPERS DRUG MART 20,038 SHOPPERS DRUG MART 49,112 SHOPPERS DRUG MART 21,563 PETSMART 12,000 12,443 13,989 16,339 23,514 15,293 YEAR DEVELOPED OR ACQUIRED 2002 LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME 281,057 88.6 WALMART PORTFOLIO UJV MAJOR LEASES GLA 116,649 METRO TENANT NAME LOCATION 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 TAMAULIPAS MATAMOROS MATAMOROS REYNOSA UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV 2008 2002 2002 2004 2012 2002 2004 2002 2002 2002 2002 2002 2002 2002 2006 2002 2008 2002 2008 2002 2008 2007 2007 2007 127,270 135,242 88,767 82,872 100.0 METRO 100.0 TARGET 100.0 WINNERS 100.0 FOOD BASICS 109,459 95.5 YOUR 40,265 BEST BUY 105,078 METRO 29,609 STAPLES 35,134 MARK’S WORK WEARHOUSE 49,018 PHARMA PLUS INDEPENDENT GROCER 99.0 SEARS 100.0 FAMOUS PLAYERS 96.0 CANADIAN TIRE 100.0 TARGET 95.8 WINNERS 100.0 CANADIAN TIRE 98.9 SEARS WHOLE HOME 99.0 FRESH CO. 250,208 152,175 363,841 326,519 171,162 133,035 391,292 158,688 43,000 WINNERS 58,099 STAPLES 114,577 NO FRILLS 134,845 METRO 31,896 DOT FURNITURE 94,607 PETSMART 60,444 HOME OUTFITTERS GLA TENANT NAME 42,108 CANADIAN NTL INSTITUTE OF HEALTH 37,076 HOMESENSE 24,670 14,633 DOLLARAMA 11,439 10,648 32,447 HOMESENSE 27,391 CHAPTERS 51,965 I.C.U. THEATERS 53,008 LA FITNESS 13,984 SEARS APPLIANCE & MATTRESS * 23,767 42,632 WINNERS GLA 14,824 28,604 10,558 23,665 24,532 16,774 27,240 11,589 35,094 33,441 VALUE VILLAGE 26,685 SHOPPERS DRUG MART 23,780 388,587 99.4 TARGET 107,806 WEST ROYALTY FITNESS 60,157 LOBLAWS 736,321 209,793 286,507 364,467 116,147 220,692 97.0 TARGET 85.9 SUPER C 100.0 WALMART 100.0 CINEMA GUZZO 100.0 TARGET 92.1 CINEMA GUZZO 114,753 THE BRICK 48,198 LES AILES DE LA MODE 125,719 CANADIAN TIRE 91,000 LE GRANDE MARCHE 116,147 47,732 IGA 45,860 TOYS R US 20,378 DOLLARAMA 88,640 SUPER C 64,670 MAXI 31,848 VALUE VILLAGE 35,513 41,352 10,679 52,300 44,732 23,747 264,846 95.2 SODIMAC 132,656 LIDER 81,688 153,774 10,835 9,684 99.1 CINEPOLIS 69.5 100.0 40,296 SORIANA 39,554 OFFICE DEPOT 18,141 TOTAL 754 SHOPPING CENTER PROPERTY INTERESTS (4) 109,500,122 Tenants are Dark & Paying * (1) Percent leased information as of December 31, 2014. (2) 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 leasable area and future development. (3) Denotes operating property not yet in occupancy. (4) Does not include 533 properties, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 11.7 million square feet of GLA. (5) Denotes projects which exclude GLA of units being held for redevelopment BIG-Denotes property interest in BIG Shopping Centers. BLS-Denotes property interest in Blackstone Portfolio. CPP-Denotes property interest in Canada Pension Plan. 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. 145 This page intentionally left blank. This page intentionally left blank. Kimco Realty Corporation and Subsidiaries 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 Stock Listings NYSE—Symbols KIM, KIMprH, KIMprI KIMprJ, KIMprK On May 9, 2014, the Company’s Chief (cid:39)(cid:90)(cid:71)(cid:69)(cid:87)(cid:86)(cid:75)(cid:88)(cid:71)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84)(cid:2)(cid:85)(cid:87)(cid:68)(cid:79)(cid:75)(cid:86)(cid:86)(cid:71)(cid:70)(cid:2)(cid:86)(cid:81)(cid:2)(cid:86)(cid:74)(cid:71)(cid:2)(cid:48)(cid:71)(cid:89)(cid:2) (cid:59)(cid:81)(cid:84)(cid:77)(cid:2)(cid:53)(cid:86)(cid:81)(cid:69)(cid:77)(cid:2)(cid:39)(cid:90)(cid:69)(cid:74)(cid:67)(cid:80)(cid:73)(cid:71)(cid:2)(cid:86)(cid:74)(cid:71)(cid:2)(cid:67)(cid:80)(cid:80)(cid:87)(cid:67)(cid:78)(cid:2)(cid:69)(cid:71)(cid:84)(cid:86)(cid:75)(cid:386)(cid:69)(cid:67)- tion required by Section 303A.12(a) of the NYSE Company Manual. In addition, the (cid:37)(cid:81)(cid:79)(cid:82)(cid:67)(cid:80)(cid:91)(cid:2)(cid:74)(cid:67)(cid:85)(cid:2)(cid:386)(cid:78)(cid:71)(cid:70)(cid:2)(cid:89)(cid:75)(cid:86)(cid:74)(cid:2)(cid:86)(cid:74)(cid:71)(cid:2)(cid:53)(cid:71)(cid:69)(cid:87)(cid:84)(cid:75)(cid:86)(cid:75)(cid:71)(cid:85)(cid:2) and Exchange Commission as exhibits (cid:86)(cid:81)(cid:2)(cid:75)(cid:86)(cid:85)(cid:2)(cid:40)(cid:81)(cid:84)(cid:79)(cid:2)(cid:19)(cid:18)(cid:15)(cid:45)(cid:2)(cid:72)(cid:81)(cid:84)(cid:2)(cid:86)(cid:74)(cid:71)(cid:2)(cid:386)(cid:85)(cid:69)(cid:67)(cid:78)(cid:2)(cid:91)(cid:71)(cid:67)(cid:84)(cid:2)(cid:71)(cid:80)(cid:70)(cid:71)(cid:70)(cid:2) (cid:38)(cid:71)(cid:69)(cid:71)(cid:79)(cid:68)(cid:71)(cid:84)(cid:2)(cid:21)(cid:19)(cid:14)(cid:2)(cid:20)(cid:18)(cid:19)(cid:22)(cid:14)(cid:2)(cid:86)(cid:74)(cid:71)(cid:2)(cid:69)(cid:71)(cid:84)(cid:86)(cid:75)(cid:386)(cid:69)(cid:67)(cid:86)(cid:75)(cid:81)(cid:80)(cid:85)(cid:14)(cid:2) required pursuant to Section 302 of the Sarbanes-Oxley Act, of its Chief Executive (cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84)(cid:2)(cid:67)(cid:80)(cid:70)(cid:2)(cid:37)(cid:74)(cid:75)(cid:71)(cid:72)(cid:2)(cid:40)(cid:75)(cid:80)(cid:67)(cid:80)(cid:69)(cid:75)(cid:67)(cid:78)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84)(cid:2)(cid:84)(cid:71)(cid:78)(cid:67)(cid:86)(cid:75)(cid:80)(cid:73)(cid:2) 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 Report to Stockholders (cid:49)(cid:87)(cid:84)(cid:2)(cid:35)(cid:80)(cid:80)(cid:87)(cid:67)(cid:78)(cid:2)(cid:52)(cid:71)(cid:82)(cid:81)(cid:84)(cid:86)(cid:2)(cid:81)(cid:80)(cid:2)(cid:40)(cid:81)(cid:84)(cid:79)(cid:2)(cid:19)(cid:18)(cid:15)(cid:45)(cid:2)(cid:386)(cid:78)(cid:71)(cid:70)(cid:2) with the Securities and Exchange Commission (SEC) is included in our mail- ing to stockholders and together with this 2014 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 pro- vides common and preferred stockhold- ers with an opportunity to conveniently and economically acquire Kimco common stock. Stockholders may have their divi- dends automatically directed to our trans- fer agent to purchase common shares without paying any brokerage commis- sions. Requests for booklets describing the Plan, enrollment forms and any cor- respondence 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 2,50 as of March 16, 2015. 3 Annual Meeting of Stockholders Stockholders of Kimco Realty Corporation are cordially invited to attend the Annual Meeting of Stockholders scheduled to be held at 10:00 Grand Hyatt New York 109 E 42nd Street New York, NY 10017. on May 5, 2015, at AM (cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:85) (cid:39)(cid:90)(cid:71)(cid:69)(cid:87)(cid:86)(cid:75)(cid:88)(cid:71)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:85) 3333 New Hyde Park Road New Hyde Park, NY 11042 516-869-9000 www.kimcorealty.com 1 8 4 (cid:52)(cid:71)(cid:73)(cid:75)(cid:81)(cid:80)(cid:67)(cid:78)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:85) Mesa, AZ 480-461-0050 Daly City, CA 650-301-3000 Carmichael, 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 Wilton, CT 203-761-8951 Hollywood, FL 954-923-8444 Orlando, FL 407-302-4400 Tampa, FL 727-536-3287 Rosemont, IL 847-299-1160 Newton, MA 617-933-2820 Timonium, MD 410-684-2000 Charlotte, NC 704-367-0131 Raleigh, NC 919-791-3650 Las Vegas, NV 702-258-4330 New York, NY 212-972-7456 Portland, OR 503-574-3329 Ardmore, PA 610-896-7560 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 Corporate Directory Board of Directors Milton Cooper Executive Chairman Kimco Realty Corporation Philip E. Coviello (1(cid:89))(2)(3) Partner * Latham & Watkins LLP Richard G. Dooley (1)(2)(3(cid:89)) Lead Independent Director Executive Vice President (cid:8)(cid:2)(cid:37)(cid:74)(cid:75)(cid:71)(cid:72)(cid:2)(cid:43)(cid:80)(cid:88)(cid:71)(cid:85)(cid:86)(cid:79)(cid:71)(cid:80)(cid:86)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84)(cid:2)(cid:12) Massachusetts Mutual Life Insurance Company Joe Grills (1)(2(cid:89))(3) (cid:37)(cid:74)(cid:75)(cid:71)(cid:72)(cid:2)(cid:43)(cid:80)(cid:88)(cid:71)(cid:85)(cid:86)(cid:79)(cid:71)(cid:80)(cid:86)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84)(cid:2)(cid:12) IBM Retirement Fund David B. Henry Vice Chairman & Chief (cid:39)(cid:90)(cid:71)(cid:69)(cid:87)(cid:86)(cid:75)(cid:88)(cid:71)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84) Kimco Realty Corporation 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 (cid:89) Chairman Executive Management Corporate Management Milton Cooper Executive Chairman David B. Henry Vice Chairman & (cid:37)(cid:74)(cid:75)(cid:71)(cid:72)(cid:2)(cid:39)(cid:90)(cid:71)(cid:69)(cid:87)(cid:86)(cid:75)(cid:88)(cid:71)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84) Conor C. Flynn (cid:50)(cid:84)(cid:71)(cid:85)(cid:75)(cid:70)(cid:71)(cid:80)(cid:86)(cid:14)(cid:2)(cid:37)(cid:74)(cid:75)(cid:71)(cid:72)(cid:2)(cid:49)(cid:82)(cid:71)(cid:84)(cid:67)(cid:86)(cid:75)(cid:80)(cid:73)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84)(cid:2) (cid:8)(cid:2)(cid:37)(cid:74)(cid:75)(cid:71)(cid:72)(cid:2)(cid:43)(cid:80)(cid:88)(cid:71)(cid:85)(cid:86)(cid:79)(cid:71)(cid:80)(cid:86)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84) Glenn G. Cohen Executive Vice President, (cid:37)(cid:74)(cid:75)(cid:71)(cid:72)(cid:2)(cid:40)(cid:75)(cid:80)(cid:67)(cid:80)(cid:69)(cid:75)(cid:67)(cid:78)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84)(cid:2)(cid:8)(cid:2)(cid:54)(cid:84)(cid:71)(cid:67)(cid:85)(cid:87)(cid:84)(cid:71)(cid:84) U.S. Regional Management Robert Nadler President, Central Region Paul D. Puma President, Southeast Region Wilbur “Tom” Simmons III President, Mid-Atlantic Region Armand Vasquez President, Western Region Josh Weinkranz President, Northeast Region International Management Kelly Smith Managing Director, Canada James J. Bruin Vice President, Portfolio Management David F. Bujnicki Vice President, Investor Relations & Corporate Communications Ross Cooper Senior Vice President, Investments Raymond Edwards Vice President, Retail Services David Jamieson Senior Vice President, Asset Management Leah Landro Vice President, Human Resources Scott G. Onufrey Senior Vice President, Investment Management Bruce Rubenstein Senior Vice President, General Counsel & Secretary Thomas Taddeo Vice President, (cid:37)(cid:74)(cid:75)(cid:71)(cid:72)(cid:2)(cid:43)(cid:80)(cid:72)(cid:81)(cid:84)(cid:79)(cid:67)(cid:86)(cid:75)(cid:81)(cid:80)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84) Paul Westbrook Vice President, (cid:37)(cid:74)(cid:75)(cid:71)(cid:72)(cid:2)(cid:35)(cid:69)(cid:69)(cid:81)(cid:87)(cid:80)(cid:86)(cid:75)(cid:80)(cid:73)(cid:2)(cid:49)(cid:72)(cid:386)(cid:69)(cid:71)(cid:84) 3333 New Hyde Park Road New Hyde Park, NY 11042 Tel: 516-869-9000 kimcorealty.com / blog.kimcorealty.com 

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