Kimco Realty Annual Report 2015

Plain-text annual report

2020 VISION 2020 VISION K i m c o R e a l t y • 2 0 1 5 A n n u a l R e p o r t PM S 2945 RGB CMYK R E A L T Y R E A L T Y R E A L T Y 3333 New Hyde Park Road New Hyde Park, NY 11042 Tel: 516-869-9000 kimcorealty.com / blog.kimcorealty.com 299287_Kimco_CVR_R2.indd 1 3/16/16 2:43 AM R E A L T Y 2 0 15 A N N U A L R E P O R T R E A L T Y PM S 2945 RGB CMYK R E A L T Y Corporate Directory Executive Management Corporate Management Board of Directors Milton Cooper Executive Chairman Kimco Realty Corporation Philip E. Coviello (1v)(2)(3) Partner * Latham & Watkins LLP Richard G. Dooley (1)(2)(3v) Lead Independent Director Executive Vice President & Chief Investment Officer * Massachusetts Mutual Life Insurance Company Joe Grills (1)(2v)(3) Chief Investment Officer * IBM Retirement Fund Conor C. Flynn President & Chief Executive Officer 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) Chief Executive Officer, President & member of the Board of Directors Colony Capital, Inc. * Retired (1) Audit Committee (2) Executive Compensation Committee (3) Nominating and Corporate Governance Committee (v) Chairman Milton Cooper Executive Chairman Conor C. Flynn President & Chief Executive Officer Glenn G. Cohen Executive Vice President Chief Financial Officer & Treasurer Ross Cooper Executive Vice President Chief Investment Officer David Jamieson Executive Vice President Asset Management and Operations Bruce Rubenstein Executive Vice President General Counsel and Secretary U.S. Regional Management Robert Nadler President Central Region Paul D. Puma President Southern Region Wilbur “Tom” Simmons III President Mid-Atlantic Region Armand Vasquez President Western Region Josh Weinkranz President Northeast Region James J. Bruin Senior Vice President Portfolio Management David F. Bujnicki Senior Vice President Investor Relations & Corporate Communications Raymond Edwards Vice President Retailer Services Geoff Glazer Senior Vice President National Development Leah Landro Vice President Human Resources Thomas Taddeo Senior Vice President Chief Information Officer Dana Valenti Vice President Risk Management Harvey Weinreb Vice President Tax Paul Westbrook Vice President Chief Accounting Officer A B O U T T HE C O MPA N Y Kimco Realty Corporation (NYSE: KIM) is a real estate investment trust (REIT) headquartered in New Hyde Park, N.Y., that is North America’s largest publicly traded owner and operator of open-air shopping centers. As of December 31, 2015, the company owned interests in 564 open-air shopping centers comprising 90 million square feet of leasable space across 38 U.S. states and Puerto Rico. Letter from the Chairman 2015 Operating Review Form 10-K Shareholder Information Corporate Directory 2 4 21 128 IBC 299287_Kimco_CVR_R2.indd 2 3/16/16 2:43 AM Dania Pointe, Dania Beach, FL MSA: Miami - Fort Lauderdale - West Palm Beach (FL) KIMCO’S 2020 VISION Over the past five years, Kimco has transformed its business and created additional shareholder value by successfully executing on the Company’s Back to Basics and TSR+ (Transform, Simplify, Redevelop, Plus) strategies. As we look ahead to the next five years, Kimco’s 2020 Vision is focused on three key objectives: Q U A L I T Y SIMPLICITY STRENGTH Major Metro Focused Transparent and Efficient Balance Sheet 1 C H A IR M A N ’ S L E T T E R Our talented team has managed the successful transformation of our business with a clear and focused vision on future growth. Dear Fellow Shareholders and Associates During this past winter when a record-breaking storm ren- dered me snowbound for a few days, I had a chance to reflect on our sector and our Company. I loved the open air shopping center business when I started Kimco in the 1950s with Marty Kimmel and I still love it today with my new part- ner Conor Flynn. When I look at all that has transpired over the last five years, it is clear that when it comes to retail real estate, our transformation back to our bread and but- ter neighborhood and community shopping center business was the right decision at the right time. I like to say that we are in the sweet spot in the ownership of retail real estate. Shopping centers anchored by grocers and/or national dis- counters, complemented by value and service-oriented ten- ants and located in high-quality demographic markets make us ideally situated to implement our 2020 Vision over the next five years. Let me be a little more specific. History teaches us that in the retail real estate space a critical component of success is the ability to withstand economic change and downturns. As a result of our Back to Basics and TSR+ (Transformation, Simplification, Redevelopment and Plus business) strate- gies, we have become a resilient, safe, opportunistic retail real estate company. First, our real estate. We have trans- formed and simplified the footprint of our portfolio, trim- ming the number of assets from over 900 down to 600 (564 in the US, the remaining assets either under contract or earmarked for sale). These assets are predominantly located in major US metro markets with wonderful popula- tion and income demographics. They are simple and effi- cient to operate. This enables us to keep our operating costs down and pass these efficiencies on to our tenants. Second, our tenants. Let’s take a closer look at our tenant base, and how that base drives traffic and contributes to our resiliency. Many of our top tenants are grocers and off-price retailers, and over 85% of our Annualized Base Rent comes from sites anchored by one or more of these operators. Why is this so critical? As a basic necessity, the grocer has by definition an advantage over a traditional retailer of dis- cretionary items. This advantage translates into drawing power for the center, and a quality grocer will generate con- sistent traffic in any economic cycle. Similarly, off-price retailers, with their constantly changing merchandise and appeal to treasure hunting consumers, dominate the retail landscape today and drive traffic to our centers. Traffic drives sales for the other tenants in the center, particularly the small shops, which in turn allows us to demand higher rents. And when it comes to generating traffic, off-price retailers and grocers often have higher per square foot sales than department stores. And the good news is that many of our top grocers and off-price retailers are seeking to expand their operations. TJX Companies (“TJX”) and Ross Stores are two of our larg- est tenants. When you compare the market cap of TJX and Ross Stores from 10 years ago and today, the increase of 4-5x is nothing short of astonishing. In contrast, the mar- ket cap of traditional department store retailers during the same period experienced either a dramatic decline or remained stagnant. And today, the market cap of TJX alone is greater than the combined market cap of many major department stores. As for resiliency over varying economic cycles, TJX produced positive annual comp stores sales through the last four recessions. And in a slow growth envi- ronment for many retailers, TJX and Ross Stores recently reported comparable store sales of 5% and 4%, respectively, over the previous year. We believe our continued focus on top-quality operators such as Royal Ahold, Albertson’s, Kroger, Sprouts Farmers Market, Trader Joe’s, Home Depot, TJX, Ross Stores and Burlington Coat will continue to set us apart from our peers. 2 So when you combine quality grocers and off-price retail- ers with many of our service-oriented tenant businesses including medical services, restaurants, fitness centers and other e-commerce resistant uses, you have a winning formula. Our 2020 Vision continues this theme with an even greater focus on major metro markets, simplicity and financial strength. Years ago, we had the highest multiple in our sector and a very simple business model. And that is why simplification was at the core of our Back to Basics strategy. Simplification has made us more transparent and easier to value. First off, we have fewer properties overall. These properties are of higher quality, are located in major U.S. metro markets and are managed by Kimco. Moreover, by reducing both the number of joint ventures and assets under JV control, we have unlocked considerable value in properties that some analysts and investors viewed as “encumbered” and ascribed discounts to their value. By either acquiring the interests of our partners, selling our interests, or selling the entire asset, we have created sim- plicity and transparency that enhances our Net Asset Value. Finally, our former holdings in Mexico, South America and Canada further complicated valuation models as these non- managed assets were subject to currency and other risks. Our 2020 Vision of quality markets, resilient tenants and simplified operations will unlock considerable value in our portfolio. In order to capitalize on this transformation we need to ensure that the portfolio enjoys growth commensu- rate with its quality. To this end, in addition to solid organic growth and mark to market upside opportunities built into our leases, our selective development and redevelopment pipelines continue to create growth and value. And in those unique opportunities where we can upgrade our assets and maximize growth by adding a complementary mixed-use component, we will do so judiciously. Market Cap (in billions) 50.5 $ 60 50 40 30 20 10 0 13.9 9.8 1.8 3.2 3.4 TJX Sears Dillard's JC Penney Nordstrom Macy's Source: Bloomberg, March 11, 2016 32.2 Combined Department Stores So when you combine quality grocers and off-price retail- ers with many of our service-oriented tenant businesses including medical services, restaurants, fitness centers and other e-commerce resistant uses, you have a winning formula. Our 2020 Vision continues this theme with an even greater focus on major metro markets, simplicity and financial strength. Years ago, we had the highest multiple in our sector and a very simple business model. And that is why simplification was at the core of our Back to Basics strategy. Simplification has made us more transparent and easier to value. First off, we have fewer properties overall. These properties are of higher quality, are located in major U.S. metro markets and are managed by Kimco. Moreover, by reducing both the number of joint ventures and assets under JV control, we have unlocked considerable value in properties that some analysts and investors viewed as “encumbered” and ascribed discounts to their value. By either acquiring the interests of our partners, selling our interests, or selling the entire asset, we have created sim- plicity and transparency that enhances our Net Asset Value. Finally, our former holdings in Mexico, South America and Canada further complicated valuation models as these non- managed assets were subject to currency and other risks. Our 2020 Vision of quality markets, resilient tenants and simplified operations will unlock considerable value in our portfolio. In order to capitalize on this transformation we need to ensure that the portfolio enjoys growth commensu- rate with its quality. To this end, in addition to solid organic growth and mark to market upside opportunities built into our leases, our selective development and redevelopment pipelines continue to create growth and value. And in those unique opportunities where we can upgrade our assets and maximize growth by adding a complementary mixed-use component, we will do so judiciously. Our Plus business, led by Ray Edwards and me, is another source of value creation. As we wait to monetize our Albertsons investment, Ray and I continue to screen other investments that complement our retail real estate business. To accomplish the objectives of our 2020 Vision, provide comfort to our shareholders and have the flexibility to grow our business, we must maintain a strong balance sheet. It is often said that those who ignore the errors of the past are doomed to repeat them. As the economy shows signs of decelerating, our strong balance sheet will be the founda- tion upon which Kimco can act on opportunities, rather than sit idly by. And that is why we continue to maintain plenty of liquidity and further improve our debt metrics. Finally, no discussion of Kimco’s transformation and 2020 Vision can ignore its management. At Kimco, there is a newfound and palpable enthusiasm that is pervasive throughout the Company. Energy and ideas are flowing in all parts and regions. We are exploring ways to improve both the quality and speed of leasing and administration. We are implementing new ways to save on operating costs that make our assets more efficient and affordable to our tenants. The ideas being generated and explored are limited only by the imagination of our employees. It is truly revolutionary. The credit belongs to Conor. He has demon- strated real leadership in a short period of time. And together with David Jamieson, Ross Cooper and Glenn Cohen they have shown discipline, creativity and passion that is contagious. Our team is passionate about our Company and committed to enhancing value for our share- holders. They have made at least one octogenarian feel like a thirty-something again. Sincerely, Milton Cooper Executive Chairman 3 resiliency. Many of our top tenants are grocers and off-price retailers, and over 85% of our Annualized Base Rent comes from sites anchored by one or more of these operators. Why is this so critical? As a basic necessity, the grocer has by definition an advantage over a traditional retailer of dis- cretionary items. This advantage translates into drawing power for the center, and a quality grocer will generate con- sistent traffic in any economic cycle. Similarly, off-price retailers, with their constantly changing merchandise and appeal to treasure hunting consumers, dominate the retail landscape today and drive traffic to our centers. Traffic drives sales for the other tenants in the center, particularly the small shops, which in turn allows us to demand higher rents. And when it comes to generating traffic, off-price retailers and grocers often have higher per square foot sales than department stores. And the good news is that many of our top grocers and off-price retailers are seeking to expand their operations. TJX Companies (“TJX”) and Ross Stores are two of our larg- est tenants. When you compare the market cap of TJX and Ross Stores from 10 years ago and today, the increase of 4-5x is nothing short of astonishing. In contrast, the mar- ket cap of traditional department store retailers during the same period experienced either a dramatic decline or remained stagnant. And today, the market cap of TJX alone is greater than the combined market cap of many major department stores. As for resiliency over varying economic cycles, TJX produced positive annual comp stores sales through the last four recessions. And in a slow growth envi- ronment for many retailers, TJX and Ross Stores recently reported comparable store sales of 5% and 4%, respectively, over the previous year. We believe our continued focus on top-quality operators such as Royal Ahold, Albertson’s, Kroger, Sprouts Farmers Market, Trader Joe’s, Home Depot, TJX, Ross Stores and Burlington Coat will continue to set us apart from our peers. 2 015 O P E R AT IN G R E V IE W Funds From Operations 564 22 ~ 5 % C A G R $1.27 $1.21 $1.20 $1.26 $1.25 $1.14 $1.56 $1.45 $1.46 $1.40 $1.33 $1.35 2010 2011 2012 2013 2014 2015 Recurring FFO Headline FFO A Clear and Focused Vision We believe our focused, simplified Net Asset Value (NAV) and meet our primary portfolio provides the greatest opportunity to increase Net Asset Value (NAV) and meet our primary objective of driving Total Shareholder Return (TSR). Indeed, since 2010, we have achieved Total Shareholder Return of 79.8 percent, including TSR of 9.4 percent in 2015 despite a objective of driving Total Shareholder volatile market environment. Return (TSR). In 2015, Kimco’s Transform, Simplify, Redevelop, Dear Fellow Shareholders and Associates: Plus (TSR+) initiatives produced solid results: Five years ago, Kimco embarked on a mission to improved occupancy, double-digit leasing spreads create additional shareholder value by refocusing and continued same-site growth in Net Operating on our core market of premier open-air shopping Income (NOI) for our U.S. properties. We sold non- centers in the U.S. By successfully executing on core assets in the U.S., exited Mexico and South our Back to Basics strategy, whereby we disposed America, and sharply reduced our investments in of non-retail assets, and our TSR+ strategy, which joint ventures and in Canada. Our redevelopment simplified our business model and dramatically and development projects contributed to higher transformed our portfolio, Kimco has reemerged NOI in 2015 while laying the groundwork for as the leader in our industry. We streamlined our future growth. portfolio from a scattered collection of assets across the U.S., Mexico, South America and Our team spent considerable time during 2015 Canada, into a tightly concentrated footprint of developing plans for our future, under the direction high-quality asset clusters in major metro markets of newly appointed Chief Executive Officer, Conor in the U.S. We believe our focused, simplified port- Flynn. At our Investor Day in December, our man- folio provides the greatest opportunity to increase agement team presented our 2020 Vision, a five- year plan designed to propel our business to new heights. The essence of the plan is to enhance our 4 properties concentrated inmajor metro clustersFFO increased7.6% to $643.2million Westlake S.C., Daly City, CA MSA: San Francisco - Oakwood - Hayward (CA) portfolio quality, simplify our business and up 25.0 percent and renewals/options rising 7.8 per- strengthen our balance sheet. We believe our cent. The average base rent (ABR) per square foot* 2020 Vision will enable us to capitalize on favorable for our U.S. portfolio continued to improve in 2015, trends in our industry and deliver additional value with a 5.2 percent increase from the end of 2014. for our shareholders. Our redevelopment program remains a focal point of our strategy. We completed $185 million on redevel- TSR+ Drives Strong Results opment projects during 2015, which delivered an We achieved excellent financial and operating results in 2015 as funds from operations (FFO) increased 7.6 percent to $643.2 million, or $1.56 per diluted share. Same-site NOI for our U.S. portfolio grew 3.1 percent and we enjoyed our 23rd consecutive quarter of same-site NOI growth in the U.S. Occupancy* in our U.S. portfolio at the end of 2015 reached 95.8 percent, the highest level since the first quarter of 2008. This increase was pri- marily driven by a recovery in small shop space, with small shop occupancy rising 70 basis points over the fourth quarter 2014 to a five-year high of 88.7 percent. The U.S. portfolio provides the greatest opportunity to drive NAV growth by increasing low in-place rents and redeveloping assets to capture the spread to market leases. U.S. leasing spreads* grew 11.1 percent, with rental rates for new leases incremental return of 11.3 percent. We continued to upgrade and simplify our portfolio by selling non-core assets and non-U.S. assets, including many joint venture interests, to concen- trate on core U.S. major metro markets. In 2015, we sold our remaining properties in Mexico and South America and sold the majority of our Canadian inter- ests, with our complete exit from Canada expected in 2016. In the U.S., we sold 95 non-core properties, which included 61 existing joint venture assets, while acquiring 59 properties of which 57 were remaining joint venture interest. Since 2010, we have reduced the total number of U.S. properties by 30.9 percent and reduced the number of properties in our joint venture portfolio by 65 percent. Our focus is on qual- ity, not quantity, which is demonstrated by our 340 basis point increase in occupancy* and 24.0 percent higher ABR per square foot1 in our U.S. portfolio since 2010. *Pro rata share 5 In the next five years, the 2020 Vision showcases the trajectory of the high-quality portfolio. 2020 Vision - High-Quality Portfolio Following the success of Kimco’s TSR+ strategy, up in every category size. Big box retailers are our team challenged itself to design a growth back looking for space, junior box players continue strategy that builds on our accomplishments and to be the most aggressive, traditional and specialty continues to create additional value for our share- grocery store chains are active, and our small holders. Our 2020 Vision provides just that shop leasing trends are positive. The result is a strategy for the next five years. It begins with our healthy market environment for open-air shopping portfolio of high-quality assets located in major centers, with rising asset values in these major metro markets in the U.S. It is in these markets metro markets. where we will continue to seek opportunities to acquire and develop assets. Our largest centers continue to provide the domi- nant share of NOI, with roughly half of the total NOI Kimco’s high-quality portfolio provides unique coming from our top 100 properties and 85 percent opportunities for driving future NAV growth. Our coming from our top 300 properties in 2015. We 564 properties are now concentrated in 22 major expect this trend to accelerate as our 2020 Vision metro area clusters across the U.S. These mar- focuses our redevelopment and development kets share a number of attractive demographic efforts in our most attractive metro markets. characteristics, including the highest population In addition to favorable demographics, Kimco’s density and growth rates and above-average levels properties benefit from having high-quality tenants, of household income and education. These demo- with over half of our tenants having investment graphics translate into greater traffic and sales grade credit ratings. Over 70 percent of our volumes for our retailers. There are also signifi- properties are grocery anchored, which drives cant barriers to entry in many of these markets increased traffic and sales volumes and translates due to high land values and zoning restrictions. into higher occupancy and ABR. Also, our strongest retailers continue to grow store count and we are starting to see activity pick 6 3.1%, 23rd U.S. leasing spreads* grew U.S. rental rates for new leases are up 11.1% 25.0% * 24.0% TOTAL S HAREHO LDER RETURN Since IPO1 11/29/91-11/30/15 TSR Suburban Square, Ardmore, PA MSA: Philadelphia - Camden - Wilmington (PA-NJ-DE-MD) Riverplace, Jacksonville, FL MSA: Jacksonville, (FL) 7 7 Since 2010, U.S. rent persquare foot increased byU.S. Same-Site NOI grew(1) Source: Bloomberg* Pro rata shareit is theconsecutive quarter of positive growth$185 11.3% We are investing $1.0 in redevelopment to increase the appeal, quality, and value of our shopping centers Conroe Marketplace, Conroe, TX MSA: Houston - The Woodlands - Sugarland (TX) Forest Park, Greenville, SC MSA: Greenville - Anderson - Mauldin, (SC) 8 completed in redevelopment projects with an incremental return of million billion We are focused on generating NOI growth from multiple sources, both internal and external, that are transparent and easy for investors to quantify. Unlocking the Embedded Value of Our Prime Real Estate In analyzing redevelopment options for our proper- planned, and we minimize risk by utilizing a num- ties, we explore additional uses that complement ber of tools including pre-leasing and phased con- the center. In several cases, this has resulted in struction. We have begun site work with building mixed-use projects which add a residential or construction to begin in June on Grand Parkway office component to the property. We recently Marketplace, a new 468,000 SF open-air center broke ground on a mixed-use redevelopment proj- located on 65 acres in Houston, Texas. The center, ect at Pentagon Centre in Arlington, Virginia, which showcased on pages 10/11, will be anchored by is described on pages 12/13. Upon completion, Target. With a planned completion in September, Pentagon Centre is expected to become a top five 2017, we expect Grand Parkway Marketplace to contributor of NOI in our portfolio by 2020. become one of the top ten contributors of NOI in our portfolio by 2020. We also expect to begin con- Our business model is also focused on generating struction later this year on the first phase of our growth from external sources, including select exciting Dania Pointe development in Ft. Lauderdale, acquisitions and ground-up development projects Florida. This 102-acre mixed-use project, which is in our core metro markets. On the acquisition described on pages 14/15, will include retail, resi- front, we will continue to focus on properties that dential, office and hotel space. Upon planned com- we know, including those in joint ventures and pletion in 2020, we expect Dania Pointe to become properties adjacent to our existing centers. Our the largest contributor of NOI to our portfolio. ground-up development projects are carefully Redevelopment Spending (in millions) $250 200 150 100 50 0 $100 $77 $42 $225 $225 $225 $190 $135 2013 2014 2015 2016E 2017E 2018E 2019E 2020E 9 C A S E S T U D Y 1 Grand Parkway Marketplace Spring, TX MSA: Houston-The Woodlands-Sugar Land (TX) Phase I Retail Sq. Ft. Cost Anticipated Stabilization 468,000 $86M 2Q 2018 $30 million value creation 10 The Project468,000 Sq. Ft. Phase II Retail Sq. Ft. Cost Anticipated Stabilization 267,000 2Q 2019 $16-18 million value creation $52M 11 Shadow PipelineC A S E S T U D Y 2 Pentagon Centre Pentagon City, VA MSA: Washington-Arlington-Alexandria (DC-VA-MD-WV) Retail / Residential / Parking Garage 3Q 2020 ~$100 million $250M Phase I Cost Estimated Completion 12 value creationThe ProjectRETAIL 29,000 Sq. Ft. RESIDENTIAL I 23,000 Sq. Ft. Retail • 253 Units RESIDENTIAL II 17,500 Sq. Ft. Retail • 440 Units PARKING GARAGE 22,000 Sq. Ft. Retail Retail / Office / Hotel Phase II & III Cost $300-310M $200 million value creation 13 Shadow Pipeline C A S E S T U D Y 3 Dania Pointe Dania Beach, FL MSA: Miami-Fort Lauderdale-West Palm Beach (FL) Phase I Retail Sq. Ft. 318,000 1,600 linear ft. of frontage on I-95 260,000+ cars per day on I-95 14 The ProjectRETAIL RESIDENTIAL • HOTEL • OFFICE 350 Units • 200,000 Sq. Ft. Office • 300 Hotel Rooms Phase II Retail Sq. Ft. 574,000 more than10,000 hotel rooms within a 5-mile radius 2.5 million sq. ft. of mixed-use 15 The ProjectGoing forward with our 2020 Vision, we are extending these goals of simplicity and efficiency to encompass our entire business model. Business Model Thrives on Simplicity One of the hallmarks of our TSR+ strategy was to repositioning anchor tenant spaces and building simplify the ownership structure of our properties stand-alone stores on outparcels. by reducing our participation in joint ventures and make our operations more efficient. Going forward We are continually examining all aspects of our with our 2020 Vision, we are extending these goals operations so we can drive higher traffic to our of simplicity and efficiency to encompass our entire shopping centers. One of the most successful ways business model. We are focused on generating to increase traffic in an existing shopping center is annual NOI growth in a range of 4.50-6.25 percent to add a grocery component. We recently had from both internal and external sources that are several successful grocery openings as part of transparent and easy for investors to quantify. completed redevelopment projects, including Stew Leonard’s (60,000 SF) at Airport Plaza in We expect the majority of our NOI growth over the Farmingdale, Long Island; Publix (28,000 SF) in our next five years to come from internal sources, Palm Beach, Florida, redevelopment and Whole taking advantage of organic rent increases, lease Foods (40,000 SF) in Orlando, Florida. We also up in small shop space and value creation recently signed two new leases with Trader Joe’s to opportunities from expiring below-market leases. open stores at redeveloped centers in California Our large portfolio of high-quality assets also and Washington. We expect these redevelopments provides numerous opportunities for redevelopment to produce significant NAV and same-site NOI to create value and increase NOI. These opportunities improvement for years to come. include demolishing and rebuilding centers, San Dimas Marketplace, San Dimas, CA MSA: Los Angeles - Long Beach - Anaheim (CA) Frontier Village, Lake Stevens, WA MSA: Seattle - Tacoma - Bellevue (WA) 16 551 412 JV site count Reduced by 73% 191 147 10 13 15 16E $12.3 $10.5 JV investment $6.3 $5.4 Reduced by 56% $4.0 $3.8 $2.2 $1.7 10 13 15 16E Kimco’s Investment Grocery Addition/Redevelopment Renaissance Center, Altamonte Springs, FL MSA: Orlando - Kissimmee - Sanford (FL) Grocery Addition/Redevelopment Airport Plaza, Farmingdale, NY MSA: New York - Newark - Jersey City (NY-NJ-PA) 17 Corporate Responsibility Program Kimco is focused on building a thriving and sustainable business – one that suc- ceeds by delivering long-term value for stakeholders. We take pride in how we con- duct business, including the positive contribution we make to our communities and our initiatives to safeguard the environment. In 2015, we published our second comprehensive 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 • Lead by example in our operations • Positively influence our tenants and partners • Enhance our communities • Build and retain a quality team We’re honored that our work in this important area has been singled out for recog- nition. In 2015, Kimco was named to the Dow Jones Sustainability North America Index for the first time, and was named a Green Star Company by the Global Real Estate Sustainability Benchmark (GRESB) for the second consecutive year. Kings Contrivance Columbia, MD MSA: Baltimore - Columbia - Towson (MD) 172sustainable improvement projects undertaken in 2015 for a total investment of $9.7 million LED Retrofit Melrose Village Plaza, Vista, CA MSA: San Diego - Carlsbad (CA) before after 18 The District @Tustin, Tustin, CA MSA: Los Angeles - Long Beach - Anaheim (CA) 2020 Vision will safeguard our commitment to maintaining strong balance sheet metrics and investment grade credit ratings, which provide a significant competitive advantage. Strong Balance Sheet Kimco is committed to ensuring optimal financial flexibility by operating with a strong capital struc- ture. Our consolidated market cap increased 6.8 percent in 2015 to reach $17.2 billion and we are positioned to access capital at any time in multiple forms. In 2015, we continued to lower our cost of capital and extend our debt maturity profile by refinancing a $400 million unsecured term loan due in April 2015 with a new, lower priced $650 million unsecured term loan priced at LIBOR +95 basis points with a final maturity in 2020. We also issued our first ever 30-year bond for $350 million priced at 4.25 percent and accessed the bond mar- ket at the end of 2015, issuing $500 million of seven-year notes at a fixed rate of 3.4 percent. In 2015, we established a $500 million “At the Market” equity program, which provides a low- cost, flexible source of capital. Our liquidity posi- tion at the end of 2015 was excellent, with no outstanding borrowings on our $1.75 billion revolv- Our 2020 Vision safeguards our commitment to maintaining strong balance sheet metrics and investment grade credit ratings, which provide a significant competitive advantage in our industry. At the end of 2015, the ratio of Net Debt to EBITDA as adjusted was 6.0x. As part of our 2020 Vision, we plan to lower our leverage ratios over time, tar- geting Net Debt to EBITDA as adjusted to a range of 5.0x-5.5x. Kimco is in a select group of only 10 percent of all REITs in the MSCI US REIT Index that have a credit rating of BBB+ or better Kimco’s strong balance sheet creates additional shareholder value by enabling us to maintain attractive dividends. In 2015, Kimco increased our quarterly dividend on common shares to $0.255. We are proud of our track record of consistent div- idend increases, which have grown at a compound annual growth rate of 8 percent from 2010 to 2015 and which equates to an FFO payout ratio in the ing credit facility and over $180 million in cash. upper 60 percent range. Davidson Commons, Davidson, SC MSA: Charlotte - Concord - Gastonia (NC-SC) Corsica Square, Miami, FL MSA: Miami - Fort Lauderdale - West Palm Beach (FL) 19 Coral Pointe, Cape Coral, FL MSA: Cape Coral - Fort Meyers (FL) TOTA L SHAREHO LDER RETU RN Since IPO1 11/29/91-11/30/15 13.2% 10.4% 9.6% S&P 500 DJIA KIM DIVIDEN D GROWTH Dividend has grown at a compound rate of 8% $1.022 $0.96 $0.90 $0.84 ~ 8 % C A G R $0.76 $0.72 $0.64 2010 2011 2012 2013 2014 2015 2016 Well Positioned for Future Growth We will leverage the unique strengths of Kimco, commitment to helping our tenants and partners including our unmatched management team, our succeed. We are proud to lead this winning team simple and transparent business model, and the as we look ahead with a 2020 Vision focused on financial flexibility we enjoy from our strong bal- total shareholder return. ance sheet. Our team has unparalleled experience in the retail industry paired with a culture of inno- vation and commitment to our tenants and retail partners. We are passionate about delivering for our share- holders. With our successful transformation over the past five years, Kimco is well positioned to unlock the value of our high-quality portfolio and grow NAV to create additional shareholder value. Kimco’s leadership position in our industry is a testament to our outstanding people and their Conor C. Flynn President & Chief Executive Officer Glenn G. Cohen Executive Vice President, Chief Financial Officer & Treasurer 20 1 Source: Bloomberg 2Current quarterly dividend annualized PM S 2945 RGB CMYK R E A L T Y Form 10-K R E A L T Y R E A L T Y JOB TITLE Kimco AR JOB NUMBER 279628 REVISION 1 TYPE SERIAL PAGE NO. 1 DATE Wednesday, March 16, 2016 OPERATOR JIOMERD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 1-10899 Kimco Realty Corporation (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 13-2744380 (I.R.S. Employer Identification No.) 3333 New Hyde Park Road, New Hyde Park, NY 11042-0020 (Address of principal executive offices) (Zip Code) (516) 869-9000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $.01 per share. Title of each class Depositary Shares, each representing one-thousandth of a share of 6.00% Class I Cumulative Redeemable Preferred Stock, par value $1.00 per share. Depositary Shares, each representing one-thousandth of a share of 5.50% Class J Cumulative Redeemable Preferred Stock, par value $1.00 per share. Depositary Shares, each representing one-thousandth of a share of 5.625% Class K Cumulative Redeemable Preferred Stock, par value $1.00 per share. Name of each exchange on which registered New York Stock Exchange New York Stock Exchange New York Stock Exchange New York Stock Exchange 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  No  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer (Do not check if a smaller reporting company.)   Accelerated filer Smaller reporting company   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No  The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $9.0 billion based upon the closing price on the New York Stock Exchange for such equity on June 30, 2015. 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) As of February 11, 2016, the registrant had 413,710,579 shares of common stock outstanding. Part III incorporates certain information by reference to the Registrant’s definitive proxy statement to be filed with respect to the Annual Meeting of DOCUMENTS INCORPORATED BY REFERENCE Stockholders expected to be held on April 26, 2016. Index to Exhibits begins on page 42. <12345678>TABLE OF CONTENTS Item No. PART I Form 10-K Report Page 1. 1A. 1B. 2. 3. 4. 5. 6. 7. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of PART II 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 15. Exhibits, Financial Statement Schedules PART IV 2 3 6 13 13 14 14 15 18 19 37 38 38 38 39 40 40 40 40 40 41 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 Securities and Exchange Commission (“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 quarterly reports on Form 10-Q and current reports on Form 8-K that the Company files with the SEC. PART I Item 1. Business Background Kimco Realty Corporation, a Maryland corporation, is one of the nation's largest owners and operators of open-air 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 open-air 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, 2015, the Company had interests in 605 shopping center properties (the “Combined Shopping Center Portfolio”), aggregating 96.0 million square feet of gross leasable area (“GLA”), located in 38 states, Puerto Rico and Canada. In addition, the Company had 446 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 7.3 million square feet of GLA. 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 open-air 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, 2015, a total of 546 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 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”, “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, Puerto Rico, 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. During 2015, the Company began its efforts to exit its investments in Canada. By the fourth quarter of 2015, the Company had substantially liquidated its investments in Mexico and had completely exited South America by liquidating its investments in Chile, 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): Revenues (consolidated in USD): Mexico Brazil Peru Chile Revenues (consolidated in local currencies): Mexico (Mexican Pesos “MXN”) Brazil (Brazilian Real) Peru (Peruvian Nuevo Sol) Chile (Chilean Pesos “CLP”) Equity in income (unconsolidated joint ventures, including preferred equity investments in USD): Canada (2015 includes gains of $373.8 million on disposition of equity interests) Mexico (2014 includes the release of cumulative foreign currency translation adjustment “CTA”) Chile (2015 includes the release of CTA) Equity in income (unconsolidated joint ventures, including preferred equity investments in local currencies): Canada (Canadian dollars) (2015 includes gains of CAD $439.9 million on disposition of equity interests) Mexico (MXN) (2014 includes the release of CTA) Chile (CLP) $ $ $ $ $ $ $ 2015 2014 2013 1.9 $ - $ - $ 6.7 $ 28.2 - - 4,264.9 29.4 $ - $ 0.1 $ 8.1 $ 382.3 - 0.4 4,485.9 49.5 3.2 0.4 9.2 673.8 6.8 1.2 4,464.7 409.1 $ 49.3 $ (1.6) $ 0.9 $ (3.7) $ (0.1) $ 46.6 98.1 4.2 540.1 (24.0) - 54.6 (550.8) (55.3) 48.0 232.3 2,141.2 4 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 open-air shopping centers and the subsequent sale thereof upon completion, (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 and (iii) the Company’s investment in AB Acquisition, LLC, which consists of grocers Safeway, Albertsons, Vons and other banners (collectively “Albertsons”). 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 open-air shopping centers through investments primarily in the U.S.. To achieve this strategy the Company is (i) continuing 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 (a) reducing the number of joint venture investments and (b) exiting Mexico, South America and Canada, for which the exit of South America has been completed and Mexico has been substantially completed, (iii) pursuing redevelopment opportunities within its portfolio to increase overall value and (iv) selectively acquiring land parcels for ground-up development projects, consisting of retail and/or mixed use centers, for long-term investment. In addition, the Company may consider other opportunistic investments related to retailer controlled real estate such as, repositioning underperforming retail locations, retail real estate financing and bankruptcy transaction support. The Company has an active capital recycling program which provides for the disposition of certain U.S. properties. If the Company accepts sales prices for any of these assets that are less than their net carrying values, the Company would be required to take impairment charges and such amounts could be material. 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 U.S. open-air shopping centers. 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 open-air 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 open-air shopping center properties are designed to attract local area customers and are typically anchored by a national or regional discount department store, supermarket or 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, 2015, no single open-air 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 1.5% of the Company’s total shopping center GLA. At December 31, 2015, the Company’s five largest tenants were TJX Companies, The Home Depot, Bed Bath & Beyond, Royal Ahold and Albertsons which represented 3.2%, 2.4%, 2.1%, 1.9% and 1.9%, 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. 5 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 open-air 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: ● we would not be allowed a deduction for distributions to stockholders in computing our taxable income and we would be subject to federal income tax at regular corporate rates; ● we could be subject to the federal alternative minimum tax and possibly increased state and local taxes; ● unless we were entitled to relief under statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified; and ● we would not be required to make distributions to stockholders. As a result of all these factors, our failure to qualify as a REIT 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. 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 on the amount we distribute that is 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 6 distribution requirements by making cash distributions to our stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming we continue to satisfy these distributions requirements with cash, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. Adverse global market and economic conditions may impede our ability to generate sufficient income and maintain our properties. The economic performance and value of our properties is subject to all of the risks associated with owning and operating real estate, including: ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● changes in the national, regional and local economic climate; local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own; trends toward smaller store sizes as retailers reduce inventory and new prototypes; increasing use by customers of e-commerce and online store sites; the attractiveness of our properties to tenants; the ability of tenants to pay rent, particularly anchor tenants with leases in multiple locations; tenants who may declare bankruptcy and/or close stores; 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; acts of terrorism and war, acts of God and physical and weather-related damage to our properties; and the potential risk of functional obsolescence of properties over time. Competition may limit our ability to purchase new properties or generate sufficient income from tenants and may decrease the occupancy and rental rates for our properties. Our properties consist primarily of open-air shopping centers and other retail properties. Our performance, therefore, is generally linked to economic conditions in the market for retail space. In the future, the market for retail space could be adversely affected by: the adverse financial condition of some large retailing companies; the impact of internet sales on the demand for retail space; ● weakness in the national, regional and local economies; ● ● ● ongoing consolidation in the retail sector; and ● the excess amount of retail space in a number of markets. In addition, numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and properties for acquisition. New regional malls, open-air lifestyle centers or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at or prior to renewal. Retailers at our properties may face increasing competition from other retailers, e-commerce, outlet malls, discount shopping clubs, catalog companies, direct mail, telemarketing or home shopping networks, all of which could (i) reduce rents payable to us; (ii) reduce our ability to attract and retain tenants at our properties; or (iii) lead to increased vacancy rates at our properties. We may fail to anticipate the effects of changes in consumer buying practices, particularly of growing online sales and the resulting retailing practices and space needs of our tenants or a general downturn in our tenants’ businesses, which may cause tenants to close stores or default in payment of rent. Our performance depends on our ability to collect rent from tenants, including anchor 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 7 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, including anchor 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 Code restricts a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on terms favorable to us within a time frame that we would need. We may acquire or develop properties or acquire other real estate related companies, and this may create risks. We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies. We may not succeed in consummating desired acquisitions or in completing developments on time or within budget. When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover the costs of acquisition or development and operations. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management’s attention from other activities. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and will have devoted management’s time to a matter not consummated. Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware of at the time of the acquisition. In addition, development of our existing properties presents similar risks. Newly acquired or re-developed properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is also possible that the operating performance of these properties may decline under our management. As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate our new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional properties, particularly in secondary markets. Also, newly acquired properties may not perform as expected. Unsuccessful ground-up development activities or a slowdown in ground-up development activities could have a direct impact on our growth, results of operations and cash flows. Property ground-up development is a component of our operating and investment strategy. We intend to continue pursuing select ground-up development opportunities for long-term investment and construction of retail and/or mixed use properties as opportunities arise. We expect to phase in construction until sufficient preleasing is reached. Our ground-up development and construction activities include the following risks: ● We may abandon ground-up development opportunities after expending resources and could lose all or part of our investment in such opportunities, including loss of deposits or failure to recover expenses already incurred; ● Development, construction or operating costs, including increased interest rates and higher materials, transportation, labor, leasing or other costs, may exceed our original estimates; 8 ● Occupancy rates and rents at a newly completed property may not meet our expectations and may not be sufficient to make the property profitable; ● Construction or permanent financing may not be available to us on favorable terms or at all; ● We may not complete construction and lease-up on schedule due to a variety of factors including construction delays or contractor changes, resulting in increased expenses and construction costs or tenants or operators with the right to terminate pre-construction leases; and ● We may not be able to obtain, or may experience delays in obtaining, necessary zoning, land use, building, occupancy and other required governmental permits and authorizations. Additionally, new ground-up development activities typically require substantial time and attention from management, and the time frame required for development, construction and lease-up of these properties could require several years to realize any significant cash return. The foregoing risks could cause the development of properties to hinder the Company’s growth and have an adverse effect on its results of operations and cash flows. 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. In addition, joint venture arrangements may decrease our ability to manage risk and implicate additional risks, such as: ● potentially inferior financial capacity, diverging business goals and strategies and the need for our venture partner’s continued cooperation; ● our inability to take actions with respect to the joint venture activities that we believe are favorable to us if our joint venture partner does not agree; ● our inability to control the legal entity that has title to the real estate associated with the joint venture; ● our lenders may not be easily able to sell our joint venture assets and investments or may view them less favorably as collateral, which could negatively affect our liquidity and capital resources; ● our joint venture partners can take actions that we may not be able to anticipate or prevent, which could result in negative impacts on our debt and equity; and ● our joint venture partners’ business decisions or other actions or omissions may result in harm to our reputation or adversely affect the value of our investments. 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. 9 We have certain international operations, which may be affected by economic, political and other risks associated with international operations, and this could adversely affect our business. The risks we face in international business operations include, but are not limited to: currency risks, including currency fluctuations; ● ● unexpected changes in legislative and regulatory requirements, including changes in applicable laws and regulations in the United States that affect foreign operations; ● potential adverse tax burdens; ● burdens of complying with different accounting and permitting standards, labor laws and a wide variety of foreign laws; ● obstacles to the repatriation of earnings and cash; regional, national and local political uncertainty; ● ● economic slowdown and/or downturn in foreign markets; ● difficulties in staffing and managing international operations; ● difficulty in administering and enforcing corporate policies, which may be different than the normal business practices of local cultures; and reduced protection for intellectual property in some countries. ● Each of these risks might impact our cash flow or impair our ability to borrow funds, which ultimately could adversely affect our business, financial condition, operating results and cash flows. In order to operate internationally, 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 included properties in Canada, Mexico, Chile, Brazil and Peru and are subject to a variety of United States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”). We have policies and procedures designed to promote compliance with the FCPA and other anti-corruption laws, but we cannot assure you that we will continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject, the manner in which existing laws might be administered or interpreted, or the potential that we may face regulatory sanctions. We cannot assure you that our employees will adhere to our Code of Conduct or any other of our policies, applicable anti-corruption laws, including the FCPA, or other legal requirements. Failure to comply or violations of any applicable policies, anti-corruption laws, or other legal requirements may subject us to legal, regulatory or other sanctions, including criminal and civil penalties and other remedial measures. We have received a subpoena from the Enforcement Division of the SEC in connection with the SEC’s investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the FCPA. We are cooperating with the SEC investigation and a parallel investigation by the U.S. Department of Justice (“DOJ”). See “Item 3. Legal Proceedings,” below. The DOJ and the SEC have a broad range of civil and criminal sanctions under the FCPA and other laws and regulations, which they may seek to impose against corporations and individuals in appropriate circumstances including, but not limited to, injunctive relief, disgorgement, fines, penalties and modifications to business practices and compliance programs. Any of these remedial measures, if applicable to us, could have a material adverse impact on our business, results of operations, financial condition and liquidity. 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. There is no guarantee that the measures we employ to prevent, detect and mitigate these threats 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 credit and/or equity markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. The inability to obtain financing on a timely basis could have negative effects on our business, such as: ● we could have great difficulty acquiring or developing properties, which would materially adversely affect our business strategy; ● our liquidity could be adversely affected; ● we may be unable to repay or refinance our indebtedness; ● we may need to make higher interest and principal payments or sell some of our assets on terms unfavorable to us to fund our indebtedness; or ● we may need to issue additional capital stock, which could further dilute the ownership of our existing shareholders. Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on terms favorable to us, if at all, and could significantly reduce the market price of our publicly traded securities. We are subject to financial covenants that may restrict our operating and acquisition activities. Our revolving credit facility, term 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: ● ● ● the extent of institutional investor interest in us; the reputation of REITs generally and the reputation of REITs with portfolios similar to ours; the attractiveness of the securities of REITs in comparison to securities issued by other entities, including securities issued by other real estate companies; ● our financial condition and performance; ● ● the market’s perception of our growth potential, potential future cash dividends and risk profile; an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for our shares; and ● general economic and financial market conditions. We may change the dividend policy for our common stock in the future. The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, operating cash flows, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness including preferred stock, the annual distribution requirements under the REIT provisions of the Code, state law and such other factors as our Board of Directors deems relevant or are requirements under 11 the Code or state or federal laws. Any negative 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: ● ● ● ● ● 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 ● ● ● ● 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, 2015, the Company had interests in 605 shopping center properties aggregating 96.0 million square feet of GLA located in 38 states, Puerto Rico and Canada. In addition, the Company had 446 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 7.3 million square feet of GLA. The Company’s portfolio includes noncontrolling interests. Open-air shopping centers comprise the primary focus of the Company's current portfolio. As of December 31, 2015, the Company’s Combined Shopping Center Portfolio was 95.0% leased. The Company's open-air shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of 158,686 square feet as of December 31, 2015. 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 2015, the Company capitalized $156.0 million in connection with these property improvements and expensed to operations $38.5 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 open-air 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, Bed Bath & Beyond, Royal Ahold, Albertsons, Wal-Mart, Kohl’s, Petsmart and Ross Stores. A substantial portion of the Company's income consists of rent received under long-term leases. Most of the leases provide for the payment of fixed-base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping centers. Although many of the leases require the Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the tenant, and the Company's standard small store lease provides for roof repairs to be reimbursed by the tenant as part of common area maintenance. 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, 2015. 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 31.1% 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, 2015. 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, 2015, the Company’s consolidated operating portfolio, comprised of 60.5 million square feet of GLA, was 95.7% leased. The consolidated operating portfolio consists entirely of properties located in the U.S., inclusive of Puerto Rico. For the period January 1, 2015 to December 31, 2015, 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 open-air shopping centers from $13.50 to $14.36, an increase of $0.86. This increase primarily consists of (i) a $0.24 increase relating to acquisitions, (ii) a $0.40 increase relating to dispositions, and (iii) a $0.22 increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio. 13 The Company has a total of 6,164 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, excluding the impact of straight-line rent, for each lease that expires during the respective year. Amounts in thousands except for number of lease data: Year Ending December 31, (1) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Number of Leases Expiring Square Feet Expiring Total Annual Base Rent Expiring 173 656 1,002 903 849 808 451 267 248 232 229 141 460 $ 3,822 $ 7,756 $ 6,507 $ 6,724 $ 6,331 $ 4,985 $ 3,016 $ 3,218 $ 3,004 $ 2,203 $ 3,283 $ % of Gross Annual Rent 1.1 % 6.8% 14.1% 11.9% 11.8% 11.3% 7.9% 5.0% 5.3% 5.7% 4.2% 4.7% 8,874 56,298 116,803 98,617 98,130 93,771 65,220 41,558 44,222 47,022 34,715 39,242 (1) Leases currently under month to month lease or in process of renewal During 2015, the Company executed 1,016 leases totaling over 6.5 million square feet in the Company’s consolidated operating portfolio comprised of 388 new leases and 628 renewals and options. The leasing costs associated with these leases are estimated to aggregate $54.2 million or $25.38 per square foot. These costs include $42.8 million of tenant improvements and $11.4 million of leasing commissions. The average rent per square foot on new leases was $17.63 and on renewals and options was $15.76. The Company will seek to obtain rents that are higher than amounts within its expiring leases, however, there are many variables and uncertainties which can significantly affect the leasing market at any time; as such, the Company cannot guarantee that future leases will continue to be signed for rents that are equal to or higher than current amounts. Ground-Leased Properties. The Company has interests in 46 consolidated shopping center properties and interests in 20 shopping center properties in unconsolidated joint ventures that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center. The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements. At the end of these long-term leases, unless extended, the land together with all improvements revert to the landowner. More specific information with respect to each of the Company's property interests is set forth in Exhibit 99.1, which is incorporated herein by reference. Item 3. Legal Proceedings The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries that, in management's opinion, would result in any material adverse effect on the Company's ownership, management or operation of its properties taken as a whole, or which is not covered by the Company's liability insurance. On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the Foreign Corrupt Practices Act. The Company is cooperating with the SEC and the U.S. Department of Justice (“DOJ”), which is conducting a parallel 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, 2015. The table below sets forth, for the quarterly periods indicated, the high and low sales prices per share reported on the NYSE Composite Tape and declared dividends per share for the Company’s common stock. The Company’s common stock is traded on the NYSE under the trading symbol "KIM". Period High Low Dividends Stock Price 2014: First Quarter Second Quarter Third Quarter Fourth Quarter 2015: First Quarter Second Quarter Third Quarter Fourth Quarter $ $ $ $ $ $ $ $ 22.70 $ 23.63 $ 23.82 $ 26.04 $ 28.54 $ 27.06 $ 25.70 $ 27.33 $ 19.61 $ 21.41 $ 21.54 $ 21.56 $ 25.20 $ 22.48 $ 22.07 $ 23.98 $ 0.225 0.225 0.225 0.24 (a) 0.24 0.24 0.24 0.255 (b) (a) Paid on January 15, 2015, to stockholders of record on January 2, 2015. (b) Paid on January 15, 2016, to stockholders of record on January 4, 2016. Holders: The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,412 as of January 31, 2016. 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 $0.96 dividend per common share paid during 2015 represented 100% capital gain to its stockholders. 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. 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 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 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. 15 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, 2015, the Company repurchased 179,696 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 $4.8 million to repurchase these shares. Period January 1, 2015 – January 31, 2015 February 1, 2015 – February 28, 2015 March 1, 2015 – March 31, 2015 April 1, 2015 – April 30, 2015 May 1, 2015 – May 31, 2015 June 1, 2015 – June 30, 2015 July 1, 2015 – July 31, 2015 August 1, 2015 – August 31, 2015 September 1, 2015 – September 30, 2015 October 1, 2015 – October 31, 2015 November 1, 2015 – November 30, 2015 December 1, 2015 – December 31, 2015 Total Total Number of Shares Purchased Average Price Paid per Share 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) 6,251 $ 159,743 $ - $ - $ 754 $ - $ 366 $ 11,858 $ - $ 724 $ - $ - $ 179,696 $ 26.32 26.82 - - 24.49 - 22.90 24.85 - 26.32 - - 26.65 - $ - - - - - - - - - - - - $ - - - - - - - - - - - - - Total Stockholder Return Performance The following performance chart compares, over the five years ended December 31, 2015, 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, 2015, 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. 16 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) Depreciation and amortization (3) Gain on sale of development properties Gain on sale of operating properties, net, 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: $ $ $ $ $ $ $ $ 2015 Year ended December 31, 2012(2) 2013(2) (in thousands, except per share information) 2014(2) 2011(2) 1,144,474 $ 218,891 $ 344,527 $ - $ 125,813 $ 67,325 $ 45,383 $ 894,190 $ 958,888 $ 203,759 $ 258,074 $ - $ 389 $ 22,438 $ 39,808 $ 375,133 $ 825,210 $ 212,240 $ 224,713 $ - $ 1,432 $ 32,654 $ 32,247 $ 276,884 $ 755,851 $ 223,736 $ 214,827 $ - $ 4,299 $ 15,603 $ 10,289 $ 172,760 $ 698,211 219,599 197,956 12,074 108 24,928 13,077 100,059 Basic Diluted Weighted average number of shares of common stock: Basic Diluted Cash dividends declared per common share $ $ $ 2.01 $ 2.00 $ 0.77 $ 0.77 $ 0.53 $ 0.53 $ 0.19 $ 0.19 $ 0.10 0.10 411,319 412,851 0.975 $ 409,088 411,038 0.915 $ 407,631 408,614 0.855 $ 405,997 406,689 0.78 $ 406,530 407,669 0.73 Balance Sheet Data: Real estate, before accumulated depreciation Total assets (7) Total debt (7) Total stockholders' equity 2015 2014 December 31, 2013 (in thousands) 2012 2011 $ 11,568,809 $ 10,018,226 $ $ 11,344,171 $ 10,261,400 $ 4,595,970 $ $ 4,774,785 $ $ 5,376,310 $ 5,046,300 $ 9,123,344 $ 8,947,287 $ 9,644,247 $ 9,731,928 $ 4,202,018 $ 4,176,011 $ 4,632,417 $ 4,765,160 $ 8,771,257 9,604,026 4,089,649 4,686,386 Cash flow provided by operations Cash flow provided by/(used for) investing activities Cash flow used for financing activities $ $ $ 493,701 $ 21,365 $ (512,854) $ 629,343 $ 126,705 $ (717,494) $ 570,035 $ 72,235 $ (635,377) $ 479,054 $ (51,000) $ (399,061) $ 448,613 (20,760) (440,125) (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) Amounts have been adjusted to reflect the impact of operating properties sold during the years ended December 31, 2014, 2013, 2012 and 2011, 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. (7) Beginning in its fiscal year 2015, the Company elected to early adopt Accounting Standards Update (“ASU”) 2015-03 and ASU 2015- 15 and appropriately retrospectively applied the guidance to its Notes Payable and Mortgages Payable to all periods presented. Unamortized debt issuance costs are included in Total debt for all periods presented (previously included in Other assets on the Company’s Consolidated Balance Sheets). 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 open-air shopping centers. As of December 31, 2015, the Company had interests in 605 shopping center properties, aggregating 96.0 million square feet of GLA located in 38 states, Puerto Rico and Canada. In addition, the Company had 446 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 7.3 million square feet of GLA. 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 open-air shopping centers through investments primarily in the U.S.. To achieve this strategy the Company is (i) continuing 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 (a) reducing the number of joint venture investments and (b) exiting Mexico, South America and Canada, for which the exit of South America has been completed and Mexico has been substantially completed, (iii) pursuing redevelopment opportunities within its portfolio to increase overall value and (iv) selectively acquiring land parcels in our key markets for ground-up development projects, consisting of retail and/or mixed use centers, for long-term investment. In addition, the Company may consider other opportunistic investments related to retailer controlled real estate such as, repositioning underperforming retail locations, retail real estate financing and bankruptcy transaction support. The Company has an active capital recycling program which provides for the disposition of certain U.S. properties. If the Company accepts sales prices for any of these assets that are less than their net carrying values, the Company would be required to take impairment charges and such amounts could be material. 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 U.S. open-air shopping centers. The following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31, 2015: Portfolio Information: ● Net income available to common shareholders increased by $465.5 million to $831.2 million for the year ended December 31, 2015, as compared to $365.7 million for the corresponding period in 2014. ● Funds from operations (“FFO”) increased from $596.2 million or $1.45 per diluted share for the year ended December 31, 2014, to $643.2 million or $1.56 per diluted share for the year ended December 31, 2015 (see additional disclosure on FFO beginning on page 34). ● FFO as adjusted increased from $576.9 million or $1.40 per diluted share for the year ended December 31, 2014, to $603.4 million or $1.46 per diluted share for the year ended December 31, 2015 (see additional disclosure on FFO beginning on page 34). ● U.S. same property net operating income (“U.S. Same Property NOI”) increased 3.1% for the year ended December 31, 2015, as compared to the corresponding period in 2014 (see additional disclosure on U.S. Same Property NOI beginning on page 36). ● U.S. pro-rata occupancy rose from 95.7% at December 31, 2014, to 95.8% at December 31, 2015. ● Executed 1,016 new leases, renewals and options totaling approximately 6.5 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): ● Acquired 48 shopping center properties, nine out-parcels and three land parcels comprising an aggregate 7.5 million square feet of GLA, for an aggregate purchase price of $1.8 billion including the assumption of $807.6 million of non- recourse mortgage debt encumbering 38 of the properties. The Company acquired 43 of these properties for an 19 aggregate sales price of $1.6 billion from joint ventures in which the Company previously held noncontrolling ownership interests and recognized an aggregate gain on change in control of interests of $149.2 million from the fair value adjustment. ● Additionally, during the year ended December 31, 2015, the Company acquired $20.7 million in land related to two existing development projects which will be held as long-term investments. The Company anticipates completing these projects over the next four years. Disposition Activity (see Footnotes 4, 5, and 6 of the Notes to Consolidated Financial Statements included in this Form 10- K): ● During 2015, the Company disposed of 90 consolidated operating properties and eight out-parcels, including its remaining property in Chile, in separate transactions, for an aggregate sales price of $543.9 million. These transactions resulted in an aggregate net gain of $125.8 million, after income tax expense, foreign currency translation loss of $19.6 million related to the sale of the remaining Chile property and aggregate impairment charges of $10.2 million, before income tax expense of $2.3 million. Capital Activity (for additional details see Liquidity and Capital Resources below): ● During January 2015, the Company entered into a new $650.0 million unsecured term loan (“Term Loan”) which has an initial maturity date in January 2017 (with three one-year extension options at the Company’s discretion) and accrues interest at a spread (currently 95 basis points) to LIBOR or at the Company’s option at a base rate as defined per the agreement (1.37% at December 31, 2015). The proceeds from the Term Loan were used to repay the Company’s $400.0 million term loan, which was scheduled to mature in April 2015 (with two additional one-year extension options) and bore interest at LIBOR plus 105 basis points, and for general corporate purposes. ● During March 2015, the Company issued $350.0 million of 30-year Senior Unsecured Notes at an interest rate of 4.25% payable semi-annually in arrears which are scheduled to mature in April 2045. ● During October 2015, the Company issued $500.0 million of seven-year Senior Unsecured Notes at an interest rate of 3.40% payable semi-annually in arrears which are scheduled to mature in November 2022. ● During November 2015, the Company redeemed all of its outstanding 7,000,000 depositary shares of the Company’s 6.90% Class H Cumulative Redeemable Preferred Stock (the “Class H Preferred Stock”) resulting in an aggregate payment of $175.0 million. In connection with this redemption the Company recorded a non-cash charge of $5.8 million resulting from the difference between the redemption amount and the carrying amount of the Class H Preferred Stock on the Company’s Consolidated Balance Sheets. ● During 2015, the Company repaid (i) its $100.0 million 4.904% medium term notes, which matured in February 2015, (ii) its $100.0 million 5.250% senior unsecured notes, which matured in September 2015 and (iii) its $150.0 million 5.584% medium term notes, which matured in November 2015. ● Also during 2015, the Company paid off $557.0 million of mortgage debt (including fair market value adjustment of $1.4 million) that encumbered 27 operating properties. 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. 20 The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties, investments in joint ventures, marketable securities and other investments. The Company’s reported net earnings are directly affected by management’s estimate of impairments and/or valuation allowances. Revenue Recognition and Accounts Receivable Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recorded once the required sales level is achieved. Operating expense reimbursements are recognized as earned. Rental income may also include payments received in connection with lease termination agreements. In addition, leases typically provide for reimbursement to the Company of common area maintenance, real estate taxes and other operating expenses. The Company makes estimates of the uncollectability of its accounts receivable related to base rents, straight-line rent, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. The Company’s reported net earnings are directly affected by management’s estimate of the collectability of accounts receivable. Real Estate The Company’s investments in real estate properties are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve and extend the life of the asset, are capitalized. Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments, 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. 21 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 open-air 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. On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The Company’s estimated fair values are based upon a discounted cash flow model for each joint venture that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates. Realizability of Deferred Tax Assets and Uncertain Tax Positions The Company is subject to federal, state and local income taxes on the income from its activities relating to its TRS activities and subject to local taxes on certain non-U.S. investments. The Company accounts for income taxes using the asset and liability method, which requires that deferred tax assets and liabilities be recognized based on future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted. 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. 22 The Company primarily utilizes a 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 and sale of certain built-in gain assets. 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 2015 to 2014 Revenues from rental properties (1) Rental property expenses: (2) Rent Real estate taxes Operating and maintenance Depreciation and amortization (3) 2015 2014 (amounts in millions) Change % change 1,144.5 $ 958.9 $ 185.6 19.4% 12.3 $ 147.2 145.0 304.5 $ 344.5 $ 14.3 $ 124.7 119.7 258.7 $ 258.1 $ (2.0) 22.5 25.3 45.8 86.4 (14.0)% 18.0% 21.1% 17.7% 33.5% $ $ $ $ (1) Revenues from rental property increased primarily from the combined effect of (i) the acquisition of operating properties during 2015 and 2014, providing incremental revenues for the year ended December 31, 2015, of $179.9 million, as compared to the corresponding period in 2014, (ii) the completion of certain redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2015, of $23.5 million, as compared to the corresponding period in 2014, partially offset by (iii) a decrease in revenues of $17.8 million from properties sold during 2015 and 2014. (2) Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee, (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and maintenance expense, which consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental property expenses increased for the year ended December 31, 2015, as compared to the corresponding period in 2014, primarily due to the acquisitions of properties during 2015 and 2014, partially offset by the disposition of properties in 2015, which resulted in (i) a net increase in real estate taxes of $22.5 million, (ii) a net increase in repairs and maintenance costs of $9.7 million, (iii) a net increase in property services of $4.8 million, (iv) a net increase in snow removal costs of $3.6 million, (v) a net increase in professional fees of $2.4 million and (vi) a net increase in insurance expense of $3.1 million, due to an increase in insurance claims. (3) Depreciation and amortization increased for the year ended December 31, 2015, as compared to the corresponding period in 2014, primarily due to operating property acquisitions during 2015 and 2014 and amounts relating to the Company’s redevelopment projects in 2015, partially offset by property dispositions. Management and other fee income decreased $12.7 million to $22.3 million for the year ended December 31, 2015, as compared to $35.0 million for the corresponding period in 2014. This decrease is primarily attributable to (i) the sale of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2015 and 2014 and (ii) a decrease in enhancement fee income related to InTown Suites of $4.1 million for the year ended December 31, 2015, as compared to the corresponding period in 2014, resulting from the repayment of debt that was previously guaranteed by the Company. During the year ended December 31, 2015, the Company recognized impairment charges of $45.5 million, before noncontrolling interests and income taxes, of which $0.1 million is included in discontinued operations. These impairment 23 charges consist of (i) $30.3 million related to adjustments to property carrying values, (ii) $9.0 million relating to a cost method investment, (iii) $5.3 million related to certain investments in other real estate investments and (iv) $0.8 million related to marketable debt securities investments. 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. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. 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 increased $38.1 million to $39.1 million for the year ended December 31, 2015, as compared to $1.0 million for the corresponding period in 2014. This increase is primarily due to the sale of certain marketable securities during 2015, which resulted in an aggregate gain of $39.9 million. Other income/(expense), net changed $10.7 million to income of $2.2 million for the year ended December 31, 2015, as compared to an expense of $8.5 million for the corresponding period in 2014. This change is primarily due to (i) the release of contingent liabilities related to potential earn-out payments, for which the Company ultimately was not required to pay of $5.8 million, (ii) a decrease in acquisition related costs of $2.3 million and (iii) an increase in gains on land sales of $0.8 million. Interest expense increased $15.1 million to $218.9 million for the year ended December 31, 2015, as compared to $203.8 million for the corresponding period in 2014. This increase is primarily the result of higher levels of borrowings during 2015, as compared to 2014, primarily relating to the acquisition of operating properties during 2015 and 2014. Provision for income taxes, net increased $37.8 million to $60.2 million for the year ended December 31, 2015, as compared to $22.4 million for the corresponding period in 2014. This increase is primarily due to (i) an increase in foreign tax expense of $33.6 million primarily resulting from the sale of certain Canadian investments during 2015, as compared to 2014 and (ii) an increase in tax expense of $4.3 million relating to equity in income recognized in connection with the Company’s Albertson’s investment during 2015, as compared to 2014. Equity in income of joint ventures, net increased $320.8 million to $480.4 million for the year ended December 31, 2015, as compared to $159.6 million for the corresponding period in 2014. This increase is primarily due to (i) an increase in gains of $316.1 million resulting from the sale of properties and sale of interests within various joint venture investments during the year ended December 31, 2015, as compared to the corresponding period in 2014 and (ii) the release of cumulative foreign currency translation loss of $47.3 million relating to the substantial liquidation of the Company’s investment in Mexico during 2014, partially offset by (iii) a decrease in equity in income of $15.6 million resulting from a cash distribution received in excess of the Company’s carrying basis in 2014, (iv) an increase in impairment charges of $14.9 million recognized during the year ended December 31, 2015, as compared to the corresponding period in 2014 and (v) lower equity in income resulting from the sales of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2015 and 2014. During 2015, the Company acquired 43 properties from joint ventures in which the Company had noncontrolling interests. The Company recorded a net gain on change in control of interests of $149.2 million related to the fair value adjustment associated with its previously held equity interests in these properties. 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 2015, the Company disposed of 89 consolidated operating properties and eight out-parcels, in separate transactions, for an aggregate sales price of $492.5 million. These transactions resulted in an aggregate gain of $143.6 million, after income tax expense, and aggregate impairment charges of $10.2 million, before income tax expense of $2.3 million. Additionally, during 2015, the Company disposed of its remaining operating property in Chile for a sales price of $51.3 million. This transaction resulted in the release of a cumulative foreign currency translation loss of $19.6 million due 24 to the Company’s liquidation of its investment in Chile, partially offset by a gain on sale of $1.8 million, after income tax expense. During 2014, the Company disposed of 90 consolidated 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. Net income attributable to the Company was $894.1 million for the year ended December 31, 2015. Net income attributable to the Company was $424.0 million for the year ended December 31, 2014. On a diluted per share basis, net income attributable to the Company was $2.00 for the year ended December 31, 2015, as compared to $0.89 for the year ended December 31, 2014. These changes are primarily attributable to (i) incremental earnings due to the acquisition of operating properties during 2015 and 2014 and increased profitability from the Company’s operating properties, (ii) an increase in equity in income of joint ventures, net, primarily from gains on sale of Canadian assets, (iii) an increase in gains on sale of marketable securities and (iv) an increase in gain on change in control of interests, net, partially offset by (v) an increase in depreciation and amortization, (vi) the disposition of operating properties during 2015 and 2014 and (vii) an increase in provision for income taxes, net. Results of Operations Comparison 2014 to 2013 Revenues from rental properties (1) Rental property expenses: (2) Rent Real estate taxes Operating and maintenance Depreciation and amortization (3) 2014 2013 (amounts in millions) Change % change 958.9 $ 825.2 $ 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) 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. (2) Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee, (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and maintenance expense, which consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental property expenses increased for the year ended December 31, 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 25 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. Other income/(expense), 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 effective 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 26 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 consolidated 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 consolidated 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 on 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. Additionally, during 2013, the Company sold eight consolidated properties in its Latin American portfolio for an aggregate sales price of $115.4 million. These transactions, which are included in Discontinued operations on 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 attributable to the Company 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. 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 which can be increased to $2.25 billion through an accordion feature. 27 The Company’s cash flow activities are summarized as follows (in millions): Net cash flow provided by operating activities Net cash flow provided by investing activities Net cash flow used for financing activities $ $ $ 493.7 $ 21.4 $ (512.9) $ 629.3 $ 126.7 $ (717.5) $ 570.0 72.2 (635.4) Year Ended December 31, 2014 2013 2015 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 flows provided by operating activities for the year ended December 31, 2015, were $493.7 million, as compared to $629.3 million for the comparable period in 2014. The change of $135.6 million is primarily attributable to (i) a decrease in operational distributions from the Company’s joint venture programs due to the sale of certain joint ventures during 2015 and 2014 and (ii) changes in accounts and notes receivable and operating assets and liabilities due to timing of receipts and payments, partially offset by (iii) cash flow from the diverse portfolio of rental properties, (iv) the acquisition of operating properties during 2015 and 2014 and (v) new leasing, expansion and re-tenanting of core portfolio properties. Investing Activities Cash flows provided by investing activities for the year ended December 31, 2015, was $21.4 million, as compared to $126.7 million for the comparable period in 2014. This change of $105.3 million resulted primarily from (i) an increase in acquisition of operating real estate of $276.6 million, (ii) an increase in investment in other real estate investments of $190.3 million related to the Company’s KRS AB Acquisition, LLC joint venture investment in Safeway, Inc., (iii) a decrease in proceeds from the sale of operating properties of $175.7 million, (iv) a decrease in reimbursements of investments and advances to real estate joint ventures of $128.5 million, (v) an increase in improvements to operating real estate of $34.9 million and (vi) an increase in improvements to real estate under development of $16.4 million, partially offset by (vii) an increase in distributions from liquidation of real estate joint ventures of $373.8 million, (viii) an increase in return on investment from liquidation of real estate joint ventures of $88.7 million, (ix) an increase in proceeds from sale/repayments of marketable securities of $72.4 million, (x) a decrease in investment in mortgage loans receivable of $50.0 million, (xi) a decrease in acquisitions of real estate under development of $49.4 million, (xii) an increase in collection of mortgage loans receivable of $46.8 million, (xiii) an increase in reimbursements of investments and advances to other real estate investments of $24.2 million and (xiv) a decrease in investment in marketable securities of $11.2 million. Acquisitions of Operating Real Estate During the years ended December 31, 2015 and 2014, the Company expended $661.4 million and $384.8 million, respectively, towards the acquisition of operating real estate properties. The Company’s strategy is to continue to transform its operating portfolio through its capital recycling program by acquiring what the Company believes are high quality U.S. retail properties and disposing of lesser quality assets. The Company anticipates acquiring approximately $450.0 million to $550.0 million of operating properties during 2016. The Company intends to fund these acquisitions with proceeds from property dispositions, cash flow from operating activities, assumption of mortgage debt, if applicable, and availability under the Company’s revolving line of credit. Improvements to Operating Real Estate During the years ended December 31, 2015 and 2014, the Company expended $166.7 million and $131.8 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 2015 $ $ 125,994 $ 30,127 10,549 166,670 $ 86,639 40,060 5,096 131,795 28 Additionally, during the years ended December 31, 2015 and 2014, the Company capitalized interest of $5.6 million and $2.4 million, respectively, and capitalized payroll of $3.6 million and $3.4 million, respectively, in connection with the Company’s improvements of real estate. During the years ended December 31, 2015 and 2014, the Company capitalized personnel costs of $13.9 million and $15.5 million, respectively, relating to deferred leasing 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 demolishing and building new square footage, (ii) value creation redevelopment, which includes the subdivision of large anchor spaces into multiple tenant layouts, and (iii) creation of out-parcels and pads which are located in the front of the shopping center properties. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts during 2016 will be approximately $175.0 million to $225.0 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 select ground-up development projects, which will be held as long-term investments by the Company. As of December 31, 2015, the Company had in progress a total of five ground-up development projects located in the U.S.. The Company anticipates its capital commitment toward these development projects during 2016 will be approximately $75.0 million to $125.0 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. The Company anticipates costs to complete these projects to be approximately $260.0 million to $270.0 million. Additionally, during the year ended December 31, 2015, the Company capitalized interest of $2.6 million and capitalized payroll of $0.6 million, in connection with these ground-up development projects. Investments and Advances to Real Estate Joint Ventures During the year ended December 31, 2015, the Company expended $91.6 million for investments and advances to real estate joint ventures, primarily related to the repayment of mortgage debt and received $94.1 million from reimbursements of investments and advances to real estate joint ventures. In addition, the Company received proceeds of $462.5 million from the liquidation of real estate joint ventures, including refinancing of debt, sales of properties, and return of investment from liquidation (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). Financing Activities Cash flow used for financing activities for the year ended December 31, 2015, was $512.9 million, as compared to $717.5 million for the comparable period in 2014. This change of $204.6 million resulted primarily from (i) an increase in proceeds from unsecured term loan/notes of $1.0 billion and (ii) an increase in contributions from noncontrolling interest, net of $104.2 million, primarily relating to the joint venture investment in Safeway, partially offset by (iii) an increase in repayments under unsecured term loan/notes of $379.2 million, (iv) an increase in principal payments of $233.5 million, (v) an increase in redemption of preferred stock of $175.0 million, (vi) an increase in redemption of noncontrolling interests of $52.6 million, (vii) an increase in dividends paid of $28.0 million, (viii) a decrease in proceeds from mortgage loan financings of $15.7 million and (ix) an increase in repayments/proceeds under the unsecured revolving credit facility, net of $5.6 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 widening due to global economic issues. However, the unsecured debt markets are functioning well and credit spreads are at manageable levels. Debt maturities for 2016 consist of: $776.5 million of consolidated debt; $1.1 billion of unconsolidated joint venture debt; and $68.8 million of debt on properties included in the Company’s Preferred Equity Program, assuming the utilization of extension options where available. The 2016 consolidated debt maturities are anticipated to be repaid with operating cash flows, borrowings from the Company’s revolving credit facility (which at December 31, 2015, had $1.75 billion 29 available) and debt refinancing. The 2016 debt maturities on properties in the Company’s unconsolidated joint ventures and Preferred Equity Program are anticipated to be 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 $10.7 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments. During February 2015, 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.) Additionally during February 2015, the Company established an at the market continuous offering program (the “ATM program”), pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the NYSE or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. As of December 31, 2015, the Company had $500.0 million available under this ATM program. Preferred Stock – On October 26, 2015, the Company called for the redemption of all of its outstanding 7,000,000 depositary shares of the Company’s 6.90% Class H Cumulative Redeemable Preferred Stock, $1.00 par value per share . The aggregate redemption amount of $175.0 million plus accumulated and unpaid dividends of $1.3 million, was paid on November 25, 2015. Upon redemption, the Company recorded a non-cash charge of $5.8 million resulting from the difference between the redemption amount and the carrying amount of the Class H Preferred Stock on the Company’s Condensed Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. This $5.8 million charge was subtracted from net income to arrive at net income available to common shareholders and used in the calculation of earnings per share for the year ended December 31, 2015. Medium Term Notes (“MTN”) and Senior Notes - The Company’s supplemental indenture governing its MTN and senior notes contains the following covenants, all of which the Company is compliant with: Covenant Must Be As of 12/31/15 Consolidated Indebtedness to Total Assets Consolidated Secured Indebtedness to Total Assets Consolidated Income Available for Debt Service to Maximum Annual Service Charge Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness <65% <40% >1.50x >1.50x 40% 12% 6.7x 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 Second Supplemental 30 Indenture dated August 16, 2006; the Third Supplemental Indenture dated April 13, 2010; and the Fourth Supplemental Indenture dated July 22, 2013, as filed with the SEC. See the Exhibits Index for specific filing information. During March 2015, the Company issued $350.0 million of 30-year Senior Unsecured Notes at an interest rate of 4.25% payable semi-annually in arrears which are scheduled to mature in April 2045. The Company used the net proceeds from the issuance of $342.7 million, after the underwriting discount and related offering costs, for general corporate purposes including to pre-fund near-term debt maturities and partially reduce borrowings under the Company’s Credit Facility. During October 2015, the Company issued $500.0 million of seven-year Senior Unsecured Notes at an interest rate of 3.40% payable semi-annually in arrears which are scheduled to mature in November 2022. The Company used the net proceeds from the issuance of $493.0 million, after the underwriting discount and related offering costs, for general corporate purposes including to pre-fund near-term debt maturities and partially reduce borrowings under the Company’s Credit Facility. During 2015, the Company repaid (i) its $100.0 million 4.904% medium term notes, which matured in February 2015, (ii) its $100.0 million 5.250% senior unsecured notes, which matured in September 2015 and (iii) its $150.0 million 5.584% medium term notes, which matured in November 2015. Credit Facility - The Company has a $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in 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 (1.35% as of December 31, 2015) 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, 2015, the Credit Facility had no outstanding balance and $0.9 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 Must Be As of 12/31/15 Total Indebtedness to Gross Asset Value (“GAV”) Total Priority Indebtedness to GAV Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense Fixed Charge Total Adjusted EBITDA to Total Debt Service <60% <35% >1.75x >1.50x 43% 12% 4.47x 2.50x 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. Term Loan – During January 2015, the Company entered into a new $650.0 million unsecured term loan (“Term Loan”) which has an initial maturity in January 2017, with three one-year extension options at the Company’s discretion, and accrues interest at a spread (currently 95 basis points) to LIBOR or at the Company’s option at a base rate as defined per the agreement (1.37% at December 31, 2015). The proceeds from the Term Loan were used to repay the Company’s $400.0 million term loan, which was scheduled to mature in April 2015 with two additional one-year extension options and bore interest at LIBOR plus 105 basis points, and for general corporate purposes. Pursuant to the terms of the credit agreement for the Term Loan, 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. 31 Mortgages Payable – During 2015, the Company (i) assumed $835.2 million of individual non-recourse mortgage debt relating to the acquisition of 38 operating properties, including an increase of $27.6 million associated with fair value debt adjustments and (ii) paid off $557.0 million of mortgage debt (including fair market value adjustment of $1.4 million) that encumbered 27 operating properties. In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of its ground-up development projects. As of December 31, 2015, the Company had over 350 unencumbered property interests in its portfolio. Other – 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 the Board of Directors monitors sources of capital and evaluates 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 $455.8 million in 2015, $427.9 million in 2014 and $400.4 million in 2013. 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 November 3, 2015, the Company’s Board of Directors declared an increased quarterly cash dividend of $0.255 per common share, an annualized increase of 6.3%, payable to shareholders of record on January 4, 2016, which was paid on January 15, 2016. Additionally, on February 2, 2016, the Company’s Board of Directors declared a quarterly cash dividend of $0.255 per common share payable to shareholders of record on April 5, 2016, which is scheduled to be paid on April 15, 2016. The Company is subject to taxes on its activities in Canada, Puerto Rico, 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, Puerto Rico and Mexico generally are not subject to withholding tax. The Company is subject to withholding taxes in Chile on sale transactions. As a result, the Company will incur a withholding tax on the repatriation of sale proceeds associated with the sale of the Company’s remaining property in Chile. The Company has determined this withholding tax to be $0.5 million. 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 29 years. As of December 31, 2015, the Company’s total debt had a weighted average term to maturity of 5.3 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio. As of December 31, 2015, the Company has 46 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company to 32 construct and/or operate a shopping center. In addition, the Company has seven non-cancelable operating leases pertaining to its retail store lease portfolio. The following table summarizes the Company’s debt maturities (excluding extension options, unamortized debt issuance costs of $34.6 million and fair market value of debt adjustments aggregating $42.6 million) and obligations under non-cancelable operating leases as of December 31, 2015 (in millions): Contractual Obligations: Long-Term Debt-Principal (1) Long-Term Debt-Interest (2) Operating Leases: Ground Leases (3) Retail Store Leases $ $ $ $ Payments due by period 2016 2017 2018 2019 2020 Thereafter Total 790.5 $ 1,512.4 $ 155.4 $ 210.0 $ 545.2 $ 109.0 $ 314.4 $ 98.3 $ 243.5 $ 1,962.3 $ 5,368.3 441.0 $ 1,092.1 78.4 $ 10.6 $ 2.1 $ 10.5 $ 1.8 $ 10.6 $ 1.4 $ 10.6 $ 0.6 $ 10.1 $ 0.6 $ 193.1 $ 0.5 $ 245.5 7.0 (1) Maturities utilized do not reflect extension options, which range from one to five years. (2) For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2015. (3) For leases which have inflationary increases, future ground rent expense was calculated using the rent as of December 31, 2015. The Company has accrued $4.3 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, 2015. 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 $300.0 million of medium term notes and $472.3 million of secured debt scheduled to mature in 2016. 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, 2015, these letters of credit aggregate $25.6 million. On a select basis, the Company has provided guarantees on interest bearing secured debt held within real estate joint ventures. The Company had the following outstanding guarantees as of December 31, 2015 (amounts in millions): Name of Joint Venture Anthem K-12, LP (4 property loans) Amount of Guarantee Interest rate Maturity, with extensions $ 31.2 Various (1) Various (1) Terms Jointly and severally with partner Type of debt Promissory note (1) As of December 31, 2015, the interest rates range from 3.62% to 4.97% and maturity dates with extensions range from July 2016 to August 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, 2015, the Company had $25.4 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 (see guarantee table above). As of December 31, 2015, the Company did not guarantee any joint venture unsecured debt. 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 33 Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). As of December 31, 2015, these investments include the following joint ventures: Kimco Ownership Interest Number of Properties 53 47 7 13 15.0% 48.6% 55.0% 50.0% Total GLA (in thousands) 9,576 $ 10,773 $ 2,425 $ 2,396 $ Non- Recourse Mortgages Payable (in millions) 777.1 781.9 109.9 87.5 Number of Encumbered Properties 33 45 2 8 Average Interest Rate Weighted Average Term (months) 12.6 63.1 3.5 11.0 5.54% 4.73% 5.25% 5.02% Venture KimPru (a) KIR (b) CPP (c) RioCan Venture (d) (a) Represents the Company’s joint ventures with Prudential Real Estate Investors. (b) Represents the Company’s joint ventures with certain institutional investors. As of December 31, 2015, KIR also had an unsecured credit facility with an outstanding balance of $30.0 million, which is scheduled to mature in June 2018, with a one- year extension option at the joint venture’s discretion, and bore interest at a rate equal to LIBOR plus 1.75% (2.18% at December 31, 2015). (c) Represents the Company’s joint ventures with The Canada Pension Plan Investment Board (CPPIB). (d) Represents the Company’s joint ventures with RioCan Real Estate Investment Trust. The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2015, these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating $1.0 billion. The aggregate debt as of December 31, 2015, of all of the Company’s unconsolidated real estate joint ventures is $2.8 billion, of which the Company’s proportionate share of this debt is $1.1 billion. As of December 31, 2015, these loans had scheduled maturities ranging from one month to 14 years and bear interest at rates ranging from 2.01% to 7.88%. Approximately $1.1 billion of the aggregate outstanding loan balance matures in 2016, of which the Company’s proportionate share is $275.7 million. These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing and partner capital contributions, as deemed appropriate (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). Other Real Estate Investments The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity Program. The Company accounts for its preferred equity investments under the equity method of accounting. As of December 31, 2015, the Company’s net investment under the Preferred Equity Program was $199.9 million relating to 421 properties, including 385 net leased properties. As of December 31, 2015, these preferred equity investment properties had individual non-recourse mortgage loans aggregating $523.0 million. These loans have scheduled maturities ranging from five months to 18 years and bear interest at rates ranging from 4.08% 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 limited to its invested capital. 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 in the United States (“GAAP”), excluding (i) gains or losses from sales of operating real estate assets and change in control of interests, plus (ii) depreciation and amortization of operating properties and (iii) impairment of depreciable real estate and in substance real estate equity investments and (iv) 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. 34 The Company also presents FFO as adjusted as an additional supplemental measure as it believes it is more reflective of the Company’s core operating performance. The Company believes FFO as adjusted provides investors and analysts an additional measure in comparing the Company’s performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. FFO as adjusted is generally calculated by the Company as FFO excluding certain transactional income and expenses and non-operating impairments which management believes are not reflective of the results within the Company’s operating real estate portfolio. FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income as a measure of liquidity. Our method of calculating FFO and FFO as adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs. The Company’s reconciliation of net income available to common shareholders to FFO and FFO as adjusted for the three months and years ended December 31, 2015 and 2014 is as follows (in thousands, except per share data): Net income available to common shareholders Gain on disposition of operating property, net, net of tax and Three Months Ended December 31, Year Ended December 31, 2015 360,020 $ 2014 $ 38,207 $ 2015 831,215 2014 365,707 $ noncontrolling interests (38,451) (3) (71,152) (124,165) (3) (189,572) Gain on disposition of joint venture operating properties and change in control of interests Depreciation and amortization - real estate related Depreciation and amortization - real estate joint ventures, net of noncontrolling interests Impairments of operating properties, net of tax and noncontrolling interests FFO Transactional (income)/expense: Profit participation from other real estate investments Transactional losses from other real estate investments (Gains)/loss from land sales, net of tax Acquisition costs, net of tax Severance costs – Canada and Mexico Distributions in excess of Company’s investment basis Gain on sale of marketable securities Impairments on other investments, net of tax and noncontrolling interest Preferred stock redemption costs Other income, net Total transactional expense/( income), net FFO as adjusted Weighted average shares outstanding for FFO calculations: Basic Units Dilutive effect of equity awards Diluted FFO per common share – basic FFO per common share – diluted FFO as adjusted per common share – basic FFO as adjusted per common share – diluted $ $ $ $ $ (282,021) (3) 82,732 (56,262) 70,878 (504,356) (3) 333,840 (193,791) 263,885 14,360 21,113 66,937 92,343 6,539 143,179 153,937 (2) 156,721 39,774 643,245 257,660 (2) 596,232 (48) - (798) 2,546 1,974 (282) (1,365) 5,407 5,816 (3,358) 9,892 153,071 $ (13,627) - 436 2,172 - (2,168) - 1,621 - (513) (12,079) 144,642 $ (11,522) - (6,772) 4,410 1,974 (3,456) (39,853) 13,898 5,816 (4,303) (39,808) 603,437 $ (16,426) 3,497 (2,550) 7,033 2,869 (17,691) - 6,494 - (2,567) (19,341) 576,891 411,667 860 1,481 414,008 (1) 409,740 1,531 3,171 414,442 (1) 411,319 791 1,414 413,524 (1) 409,088 1,536 3,139 413,763 (1) 0.35 $ 0.35 (1) $ 0.37 $ 0.37 (1) $ 0.38 $ 0.38 (1) $ 0.35 $ 0.35 (1) $ 1.56 $ 1.56 (1) $ 1.47 $ 1.46 (1) $ 1.46 1.45 (1) 1.41 1.40 (1) (1) Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect on FFO. FFO would be increased by $217 and $795 for the three months ended December 31, 2015 and 2014, respectively, and $781 and $3,033 for the years ended December 31, 2015 and 2014, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations. 35 (2) Includes cumulative foreign currency translation loss of $134.3 million due to the substantial liquidation of the Company's Mexican Portfolio. (3) Includes cumulative foreign currency translation net loss of $18.8 million due to the liquidation of the Company's Chilean Portfolio as follows: (i) $19.6 million of loss in Gain on disposition of operating property, net, net of tax and noncontrolling interests, partially offset by (ii) $0.8 million of gain in Gain on disposition of joint venture operating properties and change in control of interests. Combined Same Property Net Operating Income (“Combined same property NOI”) 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 frequently used by securities analysts and 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. 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 and the effect of foreign currency exchange rate movements plus the Company’s proportionate share of Combined same property NOI from unconsolidated real estate joint ventures, calculated on the same basis. The effect of foreign currency exchange rate movements is determined by using the current period exchange rate to translate from local currency into U.S. dollars for both periods. Additionally, the Company presents U.S. Same Property NOI, which excludes the impact of foreign currency exchange rates and the Company’s Canadian operations from Combined same property NOI. The Company provides U.S. Same Property NOI because it believes such measure is frequently used by securities analysts and investors as a valuable measure of period-to-period U.S. operating performance. The Company’s method of calculating Combined same property NOI and U.S. 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 NOI (in thousands): Income from continuing operations Adjustments: Three Months Ended December 31, 2015 2014 Year Ended December 31, 2015 2014 $ 339,117 $ 74,466 $ 774,405 $ 384,506 Management and other fee income General and administrative expenses Impairment charges Depreciation and amortization Other expense, net 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 (income)/expense from joint ventures, net Impact from foreign currency Combined same property NOI Canadian same property NOI U.S. Same Property NOI $ (4,369) 33,413 17,475 86,095 52,525 48,297 (3,091) (4,854) (28,483) (297,489) - 238,636 (8,913) 229,723 $ (8,764) 27,675 11,420 72,767 53,153 7,735 (23,462) (21,638) (20,777) 61,987 (1,644) 232,918 (9,416) 223,502 $ (22,295 ) 122,735 45,383 344,527 174,656 60,230 (149,234 ) (36,090 ) (142,606 ) (245,379 ) - 926,332 (38,397 ) 887,935 $ (35,009) 122,201 39,808 258,074 208,208 22,438 (107,235) (38,042) (97,277) 148,918 (6,120) 900,470 (39,188) 861,282 36 U.S. Same Property NOI and Combined same property NOI increased by $6.2 million or 2.8% and $5.7 million or 2.5%, respectively, for the three months ended December 31, 2015, as compared to the corresponding period in 2014. These increases are primarily the result of an increase of $4.9 million related to lease-up and rent commencements in the portfolio and an increase of $0.8 million in other property income. U.S. Same Property NOI and Combined same property NOI increased by $26.7 million or 3.1% and $25.9 million or 2.9%, respectively, for the year ended December 31, 2015, as compared to the corresponding period in 2014. These increases are primarily the result of an increase of $24.6 million related to lease-up and rent commencements in the portfolio and an increase of $1.3 million in other property income. 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, including fair market value adjustments and unamortized deferred financing costs, as of December 31, 2015, with corresponding weighted-average interest rates sorted by maturity date. The table does not include extension options where available. 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 and Canadian dollars (CAD) as indicated by geographic description (amounts are USD equivalent in millions). 2016 2017 2018 2019 2020 Thereafter Total Fair Value U.S. Dollar Denominated Secured Debt Fixed Rate Average Interest Rate $ Variable Rate Average Interest Rate Unsecured Debt Fixed Rate Average Interest Rate Variable Rate Average Interest Rate CAD Denominated Unsecured Debt Fixed Rate Average Interest Rate $ $ $ $ 476.6 $ 574.9 $ 5.80% 6.26% 100.0 $ 4.76% 3.1 $ 5.29% 107.6 $ 5.43% 317.9 $ 1,580.1 $ 1,594.8 4.98% 5.69% - $ - - $ - 34.9 $ 2.55% - $ - 299.9 $ 290.5 $ 5.70% 5.78% 294.9 $ 4.30% 298.9 $ 6.88% - $ 648.8 $ 1.37% - - $ - - $ - - $ - - $ - - $ - - $ - 34.9 $ 2.55% 35.0 1,677.5 $ 2,861.7 $ 2,896.2 3.46% 4.37% - $ 648.8 $ 1.37% - 655.6 - $ - - $ - 107.6 $ 5.99% - $ - 143.2 $ 3.86% - $ 250.8 $ 4.77% - 268.4 37 Based on the Company’s variable-rate debt balances, interest expense would have increased by $6.8 million in 2015 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, 2015. Investment amounts are shown in their respective local currencies and the U.S. dollar equivalents and CTA balances are shown in U.S. dollars: Foreign Investment (in millions) Country Mexican real estate investments (MXN) Canadian real estate investments (CAD) Local Currency U.S. Dollars CTA Gain 272.2 $ 291.9 $ 18.7 $ 210.0 $ - 6.6 The foreign currency exchange risk has been partially mitigated, but not eliminated, through the use of local currency denominated debt. The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes. 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, 2015, is $6.6 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 2015, the Company sold its remaining property in Chile. As a result of liquidating its investments in Chile, the Company recognized a loss from foreign currency translation in the aggregate amount of $18.8 million during the year ended December 31, 2015. 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, 2015, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the 38 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, 2015. The effectiveness of our internal control over financial reporting as of December 31, 2015, 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. 39 Item 10. Directors, Executive Officers and Corporate Governance PART III The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Corporate Governance,” “Committees of the Board of Directors,” “Executive Officers” and “Other Matters” in our definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on April 26, 2016 (“Proxy Statement”). is available at We have adopted a Code of Business Conduct and Ethics that applies to all employees (the “Code of Ethics”). The Code of Ethics 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,” “Compensation of Directors” and “Other Matters” 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. 40 Item 15. Exhibits, Financial Statement Schedules PART IV (a) 1. Financial Statements – The following consolidated financial information is included as a separate section of this annual report on Form 10-K. Report of Independent Registered Public Accounting Firm Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2015 and 2014 Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013 Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 Form10- K Report Page 47 48 49 50 Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013 51 Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013 Notes to Consolidated Financial Statements 2. Financial Statement Schedules - Schedule II - Valuation and Qualifying Accounts Schedule III - Real Estate and Accumulated Depreciation Schedule IV - Mortgage Loans on Real Estate 53 54 100 101 112 All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule. 3. Exhibits - The exhibits listed on the accompanying Index to Exhibits are filed as part of this report. 42 41 INDEX TO EXHIBITS Incorporated by Reference Exhibit Number 3.1(a) Articles of Restatement of Kimco Realty Corporation, Exhibit Description dated January 14, 2011 Form File No. 10-K 1-10899 02/28/11 Date of Filing Filed/ Furnished Herewith Page Number Exhibit Number 3.1(a) 3.1(b) Amendment to Articles of Restatement of Kimco Realty 10-K 1-10899 02/27/15 3.1(b) Corporation dated May 8, 2014 3.1(c) Articles Supplementary of Kimco Realty Corporation 10-K 1-10899 02/28/11 3.1(b) dated November 8, 2010 3.1(d) Articles Supplementary of Kimco Realty Corporation, 3.2 dated March 12, 2012 8-A12B 1-10899 03/13/12 3.1(e) Articles Supplementary of Kimco Realty Corporation, dated July 17, 2012 8-A12B 1-10899 07/18/12 3.2 3.1(f) Articles Supplementary of Kimco Realty Corporation, 3.2 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 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 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 8-A12B 1-10899 12/03/12 1-10899 02/27/09 10-K 3.2 3.2 S-11 S-3 S-3 333- 42588 333- 67552 333- 67552 09/11/91 4.1 09/10/93 4(d) 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 10-K 1-10899 02/28/07 4.12 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 42 Exhibit Number 4.15 4.16 4.17 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 Exhibit Description 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. Kimco Realty Corporation Executive Severance Plan, dated March 15, 2010 Kimco Realty Corporation 2010 Equity Participation Plan Form of Performance Share Award Grant Notice and Performance Share Award Agreement First Amendment to the Kimco Realty Corporation Executive Severance Plan, dated March 20, 2012 First Amendment to the Kimco Realty Corporation 2010 Equity Participation Plan $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 Incorporated by Reference Form 8-K Date of Filing File No. 1-10899 05/23/13 Exhibit Number 4.1 Filed/ Furnished Herewith Page Number 10-Q 1-10899 08/02/13 99.2 8-K 1-10899 04/24/14 4.1 10-K 10-K 1-10899 03/28/95 1-10899 02/27/09 10.3 10.9 10-K 10-Q 1-10899 02/27/09 1-10899 08/02/13 99.1 99.1 8-K 1-10899 03/19/10 10.5 8-K 8-K 1-10899 03/19/10 1-10899 03/19/10 10.7 10.8 10-Q 1-10899 05/10/12 10.3 333- S-8 8-K 184776 11/06/12 1-10899 03/20/14 99.1 10.1 10.11 Credit Agreement, dated January 30, 2015, among Kimco Realty Corporation and each of the parties named therein 8-K 1-10899 02/05/15 10.1 10.12 Consulting Agreement, dated June 11, 2015, between 8-K 1-10899 06/12/15 10.1 31.2 12.1 12.2 21.1 23.1 31.1 Kimco Realty Corporation and David B. Henry 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, Conor C. Flynn, 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, Conor C. Flynn, 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.CALXBRL Taxonomy Extension Calculation Linkbase 32.1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 113 114 115 116 117 118 X X * * X X X X * * * 43 Exhibit Number 101.DEF XBRL Taxonomy Extension Definition Linkbase 101.LABXBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase Exhibit Description Incorporated by Reference Form — — — File No. — — — Date of Filing — — — Exhibit Number — — — Page Number Filed/ Furnished Herewith * * * * Incorporated by reference to the corresponding Exhibit to the Company’s Annual Report on Form 10-K filed on February 26, 2016. 44 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/ Conor C. Flynn Conor C. Flynn Chief Executive Officer Dated: February 26, 2016 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 Executive Chairman of the Board of Directors February 26, 2016 February 26, 2016 February 26, 2016 February 26, 2016 February 26, 2016 February 26, 2016 February 26, 2016 February 26, 2016 February 26, 2016 February 26, 2016 /s/ Milton Cooper Milton Cooper /s/ Conor C. Flynn Conor C. Flynn /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/ Glenn G. Cohen Glenn G. Cohen President - Chief Executive Officer and Director Director Director Director Director Director Director Executive Vice President - Chief Financial Officer and Treasurer /s/ Paul Westbrook Paul Westbrook Vice President - Chief Accounting Officer 45 ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 15 (a) (1) and (2) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES KIMCO REALTY CORPORATION AND SUBSIDIARIES Report of Independent Registered Public Accounting Firm Consolidated Financial Statements and Financial Statement Schedules: Consolidated Balance Sheets as of December 31, 2015 and 2014 Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013 Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 2014 and 2013 Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013 Notes to Consolidated Financial Statements Financial Statement Schedules: II. Valuation and Qualifying Accounts III. Real Estate and Accumulated Depreciation IV. Mortgage Loans on Real Estate Form10-K Page 47 48 49 50 51 53 54 100 101 112 46 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, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 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, 2015, 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. As discussed in Note 1 to the consolidated financial statements, the Company adopted accounting standards update (“ASU”) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which changed the criteria for reporting discontinued operations in 2015. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP New York, New York February 26, 2016 47 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) Assets: Real Estate Rental property Land Building and improvements Less: accumulated depreciation and amortization Real estate under development Real estate, net Investments and advances in real estate joint ventures Other real estate investments Mortgages and other financing receivables Cash and cash equivalents Marketable securities Accounts and notes receivable, net 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 6,029,100 and 5,959,100 shares, respectively, 32,000 and 102,000 shares issued and outstanding (in series), respectively Aggregate liquidation preference $800,000 and $975,000, respectively Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding 413,430,756 and 411,819,818 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 December 31, 2015 December 31, 2014 $ $ $ $ 2,728,257 $ 8,661,362 11,389,619 (2,115,320) 9,274,299 179,190 9,453,489 742,559 215,836 23,824 189,534 7,565 175,252 152,349 383,763 11,344,171 $ 3,761,328 $ 1,614,982 150,059 115,182 433,960 6,075,511 86,709 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 90,235 172,386 158,302 212,947 10,261,400 3,171,742 1,424,228 129,509 111,143 431,533 5,268,155 91,480 32 102 4,134 5,608,881 (572,335) 5,588 5,046,300 135,651 5,181,951 11,344,171 $ 4,118 5,732,021 (1,006,578) 45,122 4,774,785 126,980 4,901,765 10,261,400 The accompanying notes are an integral part of these consolidated financial statements. 48 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 income/(expense), net Interest expense 2015 Year Ended December 31, 2014 2013 $ 1,144,474 $ 22,295 1,166,769 12,347 147,150 144,980 122,735 6,075 45,383 344,527 823,197 958,888 $ 35,009 993,897 14,250 124,670 119,697 122,201 4,882 39,808 258,074 683,582 343,572 310,315 2,940 39,061 2,234 (218,891) 3,129 966 (8,544) (203,759) 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 168,916 102,107 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 (Loss)/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 (Loss)/income from discontinued operations Gain on sale of operating properties, net, 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 available to the Company's common shareholders: Income from continuing operations (Loss)/income from discontinued operations Net income (60,230) 480,395 149,234 36,090 (22,438) 159,560 107,235 38,042 774,405 384,506 (15) (60) - (75) 36,780 (176,315) 190,520 50,985 125,813 389 900,143 435,880 (6,028) (11,879) 894,115 424,001 (5,816) (57,084) - (58,294) 831,215 $ 365,707 $ 2.01 $ 2.00 $ 2.01 $ 2.00 $ 0.77 $ 0.77 $ 0.89 $ 0.89 $ 411,319 412,851 409,088 411,038 831,290 $ (75) 831,215 $ 316,839 $ 48,868 365,707 $ $ $ $ $ $ $ $ The accompanying notes are an integral part of these consolidated financial statements. 49 825,210 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 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 on interest rate swaps Change in foreign currency translation adjustment Other comprehensive (loss)/income 2015 Year Ended December 31, 2014 2013 $ 900,143 $ 435,880 $ 241,353 (45,799) (22) 6,287 (39,534) 20,202 (1,404) 96,895 115,693 6,773 - (4,208) 2,565 Comprehensive income 860,609 551,573 243,918 Comprehensive income attributable to noncontrolling interests (6,028) (17,468) (6,436) Comprehensive income attributable to the Company $ 854,581 $ 534,105 $ 237,482 The accompanying notes are an integral part of these consolidated financial statements. 50 6 2 0 , 1 3 5 3 , 1 4 2 3 7 7 , 6 ) 8 0 2 , 4 ( ) 2 9 8 , 6 ( 6 2 0 , 1 2 7 0 , 5 - 5 6 3 , 1 ) 2 9 8 , 6 ( ) 6 8 6 , 0 1 ( ) 1 3 3 , 8 0 4 ( 3 1 2 , 9 ) 1 9 8 , 3 ( 9 0 2 , 0 3 ) 0 9 9 , 8 2 ( 0 7 4 , 1 1 - - - - ) 6 8 6 , 0 1 ( - ) 6 9 0 , 0 2 ( - 1 8 2 , 6 3 2 - 3 7 7 , 6 ) 3 7 5 , 5 ( - 3 1 2 , 9 ) 1 9 8 , 3 ( 9 0 2 , 0 3 ) 4 9 8 , 8 ( 0 7 4 , 1 1 ) 1 3 3 , 8 0 4 ( - - - - - - - 8 0 2 , 9 ) 9 8 8 , 3 ( 3 9 1 , 0 3 ) 4 9 8 , 8 ( 0 7 4 , 1 1 - - - - - - - 5 ) 2 ( 6 1 - - - - - - - - - - - 0 6 5 ) 7 4 2 ( 6 3 6 , 1 - - - - - - - - - - - - - - - - - - - - - - - - - - 3 7 7 , 6 ) 3 7 5 , 5 ( - - - - - - - - - - - - 1 8 2 , 6 3 2 - - - - - - ) 1 3 3 , 8 0 4 ( 6 2 5 , 9 6 7 , 4 9 0 1 , 7 3 1 7 1 4 , 2 3 6 , 4 8 5 2 , 9 8 6 , 5 7 9 0 , 4 1 3 7 , 9 0 4 2 0 1 2 0 1 ) 2 8 9 , 4 6 ( ) 8 5 0 , 6 9 9 ( 9 5 2 , 6 9 5 2 , 6 0 8 8 , 5 3 4 9 7 8 , 1 1 2 0 2 , 0 2 ) 4 0 4 , 1 ( 5 9 8 , 6 9 - - 9 8 5 , 5 ) 5 3 3 , 6 ( ) 5 3 3 , 6 ( - 1 0 0 , 4 2 4 2 0 2 , 0 2 ) 4 0 4 , 1 ( 6 0 3 , 1 9 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2 0 2 , 0 2 ) 4 0 4 , 1 ( 6 0 3 , 1 9 - - - - - - 1 0 0 , 4 2 4 l a t o T y t i u q E s t s e r e t n I y t i u q E g n i l l o r t n o c n o N ' s r e d l o h k c o t S l a t o T n i - d i a P l a t i p a C k c o t S n o m m o C k c o t S d e r r e f e r P e v i s n e h e r p m o C s s e c x E t n u o m A d e u s s I t n u o m A d e u s s I e m o c n I e m o c n I t e N f o 0 8 4 , 2 3 9 , 4 $ 0 2 3 , 7 6 1 $ 0 6 1 , 5 6 7 , 4 $ 0 7 1 , 1 5 6 , 5 $ 8 7 0 , 4 $ 2 8 7 , 7 0 4 2 0 1 $ 2 0 1 ) 2 8 1 , 6 6 ( ) 8 0 0 , 4 2 8 ( $ S E I R A I D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I Y T I U Q E N I S E G N A H C F O S T N E M E T A T S D E T A D I L O S N O C 3 1 0 2 d n a 4 1 0 2 , 5 1 0 2 , 1 3 r e b m e c e D d e d n E s r a e Y e h t r o F ) s d n a s u o h t n i ( r e h t O d e t a l u m u c c A n i s n o i t u b i r t s i D e v i t a l u m u C g n i l l o r t n o c n o n m o r f s n o i t u b i r t n o C 3 1 0 2 , 1 y r a u n a J , e c n a l a B : e m o c n i e v i s n e h e r p m o C e m o c n i t e N s t s e r e t n i f o t e n , e m o c n i e v i s n e h e r p m o c r e h t O : x a t n o n i a g d e z i l a e r n u n i e g n a h C s e i t i r u c e s e l b a t e k r a m y c n e r r u c n g i e r o f n i e g n a h C t n e m t s u j d a n o i t a l s n a r t s t s e r e t n i g n i l l o r t n o c n o n e l b a m e e d e R e m o c n i 0 0 0 5 . 1 $ , e r a h S y r a t i s o p e D H s s a l C ; e r a h s n o m m o c r e p 5 5 8 . 0 $ ( s d n e d i v i D r e p 5 2 7 . 1 $ r e p 0 5 7 3 . 1 $ , e r a h S y r a t i s o p e D I s s a l C d n a , e r a h S y r a t i s o p e D J s s a l C r e p s t s e r e t n i g n i l l o r t n o c n o n o t s n o i t u b i r t s i D s t s e r e t n i g n i l l o r t n o c n o n f o n o i t i s i u q c A s n o i t p o k c o t s n o m m o c f o e s i c r e x E s d r a w a y t i u q e f o n o i t a z i t r o m A 3 1 0 2 , 1 3 r e b m e c e D , e c n a l a B k c o t s d e t c i r t s e r f o r e d n e r r u S k c o t s n o m m o c f o e c n a u s s I , e r a h S y r a t i s o p e D K s s a l C r e p 5 2 6 0 4 . 1 $ ) y l e v i t c e p s e r f o t e n , e m o c n i e v i s n e h e r p m o c r e h t O : x a t g n i l l o r t n o c n o n m o r f s n o i t u b i r t n o C : e m o c n i e v i s n e h e r p m o C e m o c n i t e N s t s e r e t n i n o n i a g d e z i l a e r n u n i e g n a h C n o s s o l d e z i l a e r n u n i e g n a h C s e i t i r u c e s e l b a t e k r a m y c n e r r u c n g i e r o f n i e g n a h C t n e m t s u j d a n o i t a l s n a r t s p a w s e t a r t s e r e t n i s t s e r e t n i g n i l l o r t n o c n o n e l b a m e e d e R e m o c n i ; e r a h s n o m m o c r e p 5 1 9 . 0 $ ( s d n e d i v i D 51 7 4 0 , 4 1 ) 1 5 0 , 4 ( 4 7 8 , 3 2 ) 0 6 0 , 1 ( 8 0 2 , 9 ) 5 5 7 , 6 2 ( ) 1 2 5 , 4 3 4 ( - - - - ) 6 6 7 ( - ) 5 5 7 , 6 2 ( - 7 4 0 , 4 1 ) 1 5 0 , 4 ( 4 7 8 , 3 2 ) 4 9 2 ( 8 0 2 , 9 ) 1 2 5 , 4 3 4 ( - - 9 3 0 , 4 1 ) 9 4 0 , 4 ( 9 5 8 , 3 2 ) 4 9 2 ( 8 0 2 , 9 - - 8 ) 2 ( 5 1 - - - - - - 5 0 8 ) 0 9 1 ( 4 7 4 , 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - ) 1 2 5 , 4 3 4 ( 5 6 7 , 1 0 9 , 4 0 8 9 , 6 2 1 5 8 7 , 4 7 7 , 4 1 2 0 , 2 3 7 , 5 8 1 1 , 4 0 2 8 , 1 1 4 2 0 1 2 0 1 2 2 1 , 5 4 ) 8 7 5 , 6 0 0 , 1 ( 3 6 1 , 6 6 3 6 1 , 6 6 3 4 1 , 0 0 9 8 2 0 , 6 ) 2 2 ( 7 8 2 , 6 ) 9 9 7 , 5 4 ( - - - ) 1 6 0 , 7 ( ) 1 6 0 , 7 ( - 5 1 1 , 4 9 8 - ) 2 2 ( 7 8 2 , 6 ) 9 9 7 , 5 4 ( 3 9 4 ) 2 8 6 , 5 ( 8 0 7 , 8 1 ) 9 3 5 , 8 ( ) 2 7 8 , 9 5 4 ( 3 9 9 , 3 2 ) 8 5 6 , 7 4 ( 2 3 0 , 4 1 ) 0 0 0 , 5 7 1 ( 1 5 9 , 1 8 1 , 5 - - - - - ) 9 3 5 , 8 ( - - ) 0 2 9 , 7 4 ( $ 1 5 6 , 5 3 1 - 3 9 4 ) 2 8 6 , 5 ( 8 0 7 , 8 1 ) 2 7 8 , 9 5 4 ( 3 9 9 , 3 2 2 6 2 2 3 0 , 4 1 $ 0 0 3 , 6 4 0 , 5 ) 0 0 0 , 5 7 1 ( - - - - - - - - 5 8 4 ) 0 8 6 , 5 ( 8 9 6 , 8 1 3 9 9 , 3 2 2 6 2 2 3 0 , 4 1 ) 0 3 9 , 4 7 1 ( - - - - - - - - 8 ) 2 ( 0 1 - - - - - - - - - - - - - - - - 4 2 8 ) 2 3 2 ( 9 1 0 , 1 $ 1 8 8 , 8 0 6 , 5 $ 4 3 1 , 4 $ 1 3 4 , 3 1 4 - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) 0 7 ( 2 3 $ 2 3 ) 0 7 ( - - ) 2 2 ( 7 8 2 , 6 ) 9 9 7 , 5 4 ( - - - - - - - - - - - - - - - 5 1 1 , 4 9 8 - - - - - - - - ) 2 7 8 , 9 5 4 ( 8 8 5 , 5 ) 5 3 3 , 2 7 5 ( $ . s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c e s e h t f o t r a p l a r g e t n i n a e r a s e t o n g n i y n a p m o c c a e h T r e p 0 5 7 3 . 1 $ , e r a h S y r a t i s o p e D I s s a l C d n a , e r a h S y r a t i s o p e D J s s a l C 0 0 0 5 . 1 $ , e r a h S y r a t i s o p e D H s s a l C r e p 5 2 7 . 1 $ r e p s t s e r e t n i g n i l l o r t n o c n o n o t s n o i t u b i r t s i D s t s e r e t n i g n i l l o r t n o c n o n f o n o i t i s i u q c A s n o i t p o k c o t s n o m m o c f o e s i c r e x E s d r a w a y t i u q e f o n o i t a z i t r o m A 4 1 0 2 , 1 3 r e b m e c e D , e c n a l a B k c o t s d e t c i r t s e r f o r e d n e r r u S k c o t s n o m m o c f o e c n a u s s I , e r a h S y r a t i s o p e D K s s a l C r e p 5 2 6 0 4 . 1 $ ) y l e v i t c e p s e r f o t e n , e m o c n i e v i s n e h e r p m o c r e h t O g n i l l o r t n o c n o n m o r f s n o i t u b i r t n o C : e m o c n i e v i s n e h e r p m o C e m o c n i t e N s t s e r e t n i n o n i a g d e z i l a e r n u n i e g n a h C n o s s o l d e z i l a e r n u n i e g n a h C s e i t i r u c e s e l b a t e k r a m y c n e r r u c n g i e r o f n i e g n a h C t n e m t s u j d a n o i t a l s n a r t s p a w s e t a r t s e r e t n i : x a t r e p 0 5 7 3 . 1 $ , e r a h S y r a t i s o p e D I s s a l C d n a , e r a h S y r a t i s o p e D J s s a l C r e p s t s e r e t n i g n i l l o r t n o c n o n e l b a m e e d e R e m o c n i 0 0 0 5 . 1 $ , e r a h S y r a t i s o p e D H s s a l C r e p 5 8 4 . 1 $ ; e r a h s n o m m o c r e p 5 7 9 . 0 $ ( s d n e d i v i D s t s e r e t n i g n i l l o r t n o c n o n o t s n o i t u b i r t s i D f o t e n , s t n e m t s e v n i n i s t s e r e t n i f o e l a S s n o i t p o k c o t s n o m m o c f o e s i c r e x E n o i l l i m 0 . 6 1 $ f o x a t s t s e r e t n i g n i l l o r t n o c n o n f o n o i t i s i u q c A k c o t s d e t c i r t s e r f o r e d n e r r u S k c o t s n o m m o c f o e c n a u s s I s d r a w a y t i u q e f o n o i t a z i t r o m A k c o t s d e r r e f e r p f o n o i t p m e d e R 5 1 0 2 , 1 3 r e b m e c e D , e c n a l a B , e r a h S y r a t i s o p e D K s s a l C r e p 5 2 6 0 4 . 1 $ ) y l e v i t c e p s e r 52 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 Gain on sale of marketable securities Gain on change in control of interests, net Equity in income of joint ventures, 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 and other related net assets 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 Distributions from liquidation of real estate joint ventures Return of investment from liquidation of 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 investing activities Cash flow from financing activities: Principal payments on debt, excluding normal amortization and including debt defeasance of rental property debt Principal payments on rental property debt Proceeds from mortgage loan financings Repayments under the unsecured revolving credit facility, net Proceeds from issuance of unsecured term loan/notes Repayments under unsecured term loan/notes Financing origination costs Contribution of noncontrolling interests Conversion/redemption of noncontrolling interests Dividends paid Proceeds from issuance of stock Redemption of preferred 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 $5,618, $2,383, $1,263, respectively) Income taxes paid during the year 2015 Year Ended December 31, 2014 2013 $ 900,143 $ 435,880 $ 241,353 344,527 45,464 18,465 (132,907) (39,852) (149,234) (480,395) (36,090) 126,263 (2,867) 164 (99,980) 493,701 (661,423) (166,670) (16,355) (16,861) (257) 76,170 (91,609) 94,053 373,833 88,672 (641) 40,556 - 55,145 (190,278) - 437,030 - 21,365 (555,627) (28,632) - (100,000) 1,500,030 (750,000) (16,901) 106,154 (55,753) (455,833) 18,708 (175,000) (512,854) 273,093 217,858 17,879 (203,889) - (107,235) (159,560) (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) 1,917 (3,201) (427,873) 23,874 - (717,494) 2,212 38,554 187,322 189,534 $ 148,768 187,322 $ 257,855 190,218 18,897 (51,529) (12,135) (21,711) (208,689) (31,136) 258,050 7,213 10,166 (88,517) 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) 6,893 141,875 148,768 232,950 $ 207,632 $ 216,258 100,366 $ 23,292 $ 33,838 $ $ $ The accompanying notes are an integral part of these consolidated financial statements. 53 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 ownership, management, development and operation of open-air shopping centers, which are anchored generally by discount department stores, supermarkets or drugstores. Additionally, the Company provides 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"). 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. Principles of Consolidation and Estimates The accompanying Consolidated Financial Statements include the accounts of Kimco Realty Corporation and subsidiaries (the “Company”). The Company’s subsidiaries includes subsidiaries which are wholly-owned and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) or meets certain criteria of a sole general partner or managing member in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and related intangible assets and liabilities, equity method investments, marketable securities and other investments, including the assessment of impairments, as well as, depreciable lives, revenue recognition, the collectability of trade accounts receivable, realizability of deferred tax assets and the assessment of uncertain tax positions. Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could differ from these estimates. Subsequent Events The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated financial statements. Real Estate Real estate assets are stated at cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above 54 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) and below-market leases, in-place leases and tenant relationships, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments, are recognized in the reporting period in which the adjustment is identified. 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. 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 The Company periodically assesses the useful lives of its depreciable real estate assets, including those expected to be redeveloped in future periods, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized. The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life. When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates the sales price, net of selling costs. If the net sales price of the asset is less than the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property, less estimated costs of sale. 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. 55 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Real Estate Under Development Real estate under development represents the ground-up development of open-air 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 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 or losses 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 may be 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 within its consolidated statements of cash flows, all distributions received are presumed to be returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed its cumulative equity in earnings recognized by the investor (as adjusted for amortization of basis differences). When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and classified as cash inflows from investing. 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. 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 56 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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. Mortgages and other financing 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 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. 57 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Cash and Cash Equivalents Cash and cash equivalents include 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 up to applicable account limits. 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 and are recognized in Interest, dividends and other investment income on the Company’s Consolidated Statements of Income. 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 Costs Costs incurred in obtaining tenant leases, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized on a straight-line basis, over the terms of the related leases, as applicable. Such capitalized costs include salaries, lease incentives and related costs of personnel directly involved in successful leasing efforts. Software Development Costs Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-line basis generally over a 3 to 5 year period. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. As of December 31, 2015 and 2014, the Company had unamortized software development costs of $16.1 million and $24.0 million, respectively, which is included in Other assets on the Company’s Consolidated Balance Sheets. The Company expensed $10.7 million, $9.2 million and $7.6 million in amortization of software development costs during the years ended December 31, 2015, 2014 and 2013, respectively. 58 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Deferred Financing Costs Costs incurred in obtaining long-term financing, included in Notes Payable and Mortgages Payable 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 debt agreements, as applicable. Revenue and Gain 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 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 $13.9 million and $10.4 million of billed accounts receivable at December 31, 2015 and 2014, respectively. Additionally, Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $17.9 million and $22.9 million of straight-line rent receivable at December 31, 2015 and 2014, respectively. 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. 59 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 income/(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. 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. 60 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 2015, 2014 and 2013, 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 the occurrence of an event that is not solely within the control of the issuer 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. 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, 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 participating securities Income from continuing operations attributable to common shareholders (Loss)/income from discontinued operations attributable to the Company For the year ended December 31, 2014 2015 2013 774,405 $ 125,813 (6,028) - (5,816) (57,084) 831,290 (4,134) 384,506 $ 389 (11,879) 2,117 - (58,294) 316,839 (1,749) 288,454 1,432 (5,072) (7,930) - (58,294) 218,590 (1,360) 827,156 315,090 217,230 (75) 48,868 (40,603) Net income attributable to the Company’s common shareholders for basic earnings per share Weighted average common shares outstanding – basic $ 827,081 $ 411,319 363,958 $ 409,088 176,627 407,631 61 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Basic Earnings Per Share Attributable to the Company’s Common Shareholders: Income from continuing operations Income/(loss) from discontinued operations Net income $ $ 2.01 $ - 2.01 $ 0.77 $ 0.12 0.89 $ 0.53 (0.10) 0.43 Computation of Diluted Earnings Per Share: Income from continuing operations attributable to common shareholders $ 827,156 $ 315,090 $ 217,230 (Loss)/income from discontinued operations attributable to the Company Distributions on convertible units 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 Assumed conversion of convertible units Shares for diluted earnings per common share Diluted Earnings Per Share Attributable to the Company’s Common Shareholders: Income from continuing operations Income/(loss) from discontinued operations Net income $ $ $ (75) 192 827,273 $ 411,319 1,414 118 412,851 48,868 529 364,487 $ 409,088 1,227 723 411,038 (40,603) - 176,627 407,631 983 - 408,614 2.00 $ - 2.00 $ 0.77 $ 0.12 0.89 $ 0.53 (0.10) 0.43 (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 5,300,680, 7,137,120 and 10,950,388, stock options that were not dilutive as of December 31, 2015, 2014 and 2013, respectively. The Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings. 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 62 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016- 02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact the Company’s consolidated financial statements as the Company has certain operating and land lease arrangements for which it is the lessee. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on the Company’s financial position or results of operations. In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), which eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new guidance requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. ASU 2015-16 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted. The Company elected to early adopt ASU 2015-16 beginning in its third quarter ended September 30, 2015 (see Footnote 2). The adoption of ASU 2015-16 did not have a material impact on the Company’s financial position or results of operations. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Topic 835): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The amendments in ASU 2015-03 are effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. In August 2015, the FASB issued ASU 2015-15: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”) providing guidance regarding the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance on this matter, the SEC staff has stated that it would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on that line-of-credit arrangement. Beginning in its fiscal year 2015, the Company elected to early adopt ASU 2015-03 and ASU 2015-15 and retrospectively applied the guidance to its Notes Payable and Mortgages Payable for all periods presented. Unamortized debt issuance costs of $31.4 million and $3.2 million are included in Notes Payable and Mortgages Payable, respectively, as of December 31, 2015, and $20.5 million and $3.9 million of unamortized debt issuance costs are included in Notes Payable and Mortgages Payable, respectively, as of December 31, 2014 (previously included in Other assets on the Company’s Consolidated Balance Sheets). The adoption of ASU 2015-03 and ASU 2015-15 did not have a material impact on the Company’s financial position or results of operations (see Footnotes 12 and 13). In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”). ASU 2015-02 focuses to minimize situations under previously existing guidance in which a reporting entity was required to consolidate another legal entity in which that reporting entity did not have: (1) the ability through contractual rights to act primarily on its own behalf; (2) ownership of the majority of the legal entity's voting rights; or (3) the exposure to a majority of the legal entity's economic benefits. ASU 2015-02 affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. ASU 2015-02 will be effective for periods beginning after 63 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU 2015-02 to have a material effect on the Company’s financial position or results of operations. 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 to 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 was anticipated to be effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which delayed the effective date of ASU 2014-09 by one year making it effective for the first interim period within annual reporting periods beginning after December 15, 2017. Early adoption is permitted as of the original effective date. 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. The Company adopted ASU 2014-08 beginning January 1, 2015 and appropriately applied the guidance prospectively to disposals of its operating properties. Prior to January 1, 2015, properties identified as held-for-sale and/or disposed of were presented in discontinued operations for all periods presented. The adoption and implementation of this ASU resulted in the operations of certain current period dispositions in the ordinary course of business to be classified within continuing operations on the Company’s Consolidated Statements of Income. The adoption did not have an impact on the Company’s financial position or cash flows. The disclosures required by this ASU have been incorporated in the notes included herein. 2. Real Estate: The Company’s components of Rental property consist of the following (in thousands): December 31, $ 2015 2,660,722 $ 67,535 2014 2,291,338 74,462 5,643,629 1,559,652 727,036 47,055 155,451 509,435 19,104 11,389,619 (2,115,320) 9,274,299 $ 4,909,152 1,349,028 658,868 61,122 121,774 399,293 20,858 9,885,895 (1,955,406) 7,930,489 Land Undeveloped land Buildings and improvements: Buildings Building improvements Tenant improvements Fixtures and leasehold improvements Above market leases In-place leases Tenant relationships Accumulated depreciation and amortization (1) Total $ 64 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (1) At December 31, 2015 and 2014, the Company had accumulated amortization relating to in-place leases, tenant relationships and above-market leases aggregating $357,581 and $290,748, respectively. In addition, at December 31, 2015 and 2014, the Company had intangible liabilities relating to below-market leases from property acquisitions of $291.7 million and $255.4 million, respectively, net of accumulated amortization of $193.7 million and $169.8 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, 2015, 2014 and 2013, resulted in net increases to revenue of $18.5 million, $13.5 million and $11.5 million, respectively. The Company’s amortization expense associated with leases in place and tenant relationships, which is included in depreciation and amortization, for the years ended December 31, 2015, 2014 and 2013 was $68.3 million, $41.2 million and $31.1 million, respectively. The estimated net amortization income/(expense) associated with the Company’s above and below market leases, tenant relationships and leases in place for the next five years are as follows (in millions): Above and below market leases amortization, net Tenant relationships and leases in place amortization $ $ 10.3 $ (53.1) $ 9.9 $ (39.0) $ 9.9 $ (28.5) $ 10.5 $ (22.1) $ 10.8 (16.3) 2016 2017 2018 2019 2020 3. Property Acquisitions, Developments and Other Investments: Acquisition of Operating Properties During the year ended December 31, 2015, the Company acquired the following properties, in separate transactions (in thousands): Property Name Location Acquired Cash* Month Purchase Price Debt Assumed Other *** Total Jan-15 $ 2,400 $ - $ 3,358 $ GLA** 13 5,758 Cherry Hill, NJ Elmont, NY (1) Various (1) Houston, TX Columbia, MD Elmont Plaza Garden State Pavilion Parcel Kimstone Portfolio (39 properties) Copperfield Village Snowden Square Parcel Dulles Town Crossing Parcel Flagler Park S.C. West Farms Parcel Milleridge Inn Woodgrove Festival (2 Parcels) Montgomery Plaza 125 Coulter Avenue Parcel Ardmore, PA Conroe Marketplace Laurel Plaza District Heights Village on the Park Christown Mall Washington St. Plaza Parcels Sterling, VA Miami, FL New Britain, CT Jericho, NY Brighton, MA Woodridge, IL Fort Worth , TX (1) Conroe, TX (1) Laurel , MD District Heights, MD (1) Aurora , CO Phoenix , AZ Jan-15 16,300 - - 16,300 111 Feb-15 Feb-15 Mar-15 513,513 637,976 20,800 - 18,700 4,868 236,011 1,387,500 39,500 4,868 - - 5,631 165 25 Mar-15 Mar-15 Apr-15 Apr-15 Jun-15 Jul-15 Sep-15 Oct-15 Oct-15 Nov-15 Nov-15 Nov-15 4,830 1,875 6,200 7,500 5,611 34,522 1,925 18,546 1,200 13,140 824 51,351 - - - - - 29,311 - 42,350 - 13,255 - 63,899 - - - - - 9,044 - 3,104 - 950 - - 4,830 1,875 6,200 7,500 5,611 72,877 1,925 64,000 1,200 27,345 824 115,250 9 5 24 - 12 291 6 289 4 91 10 833 Dec-15 8,750 - $ 712,055 $ 807,591 $ - 8,750 252,467 $ 1,772,113 - 7,519 * The Company utilized $89.5 million associated with Internal Revenue Code §1031 sales proceeds. ** Gross leasable area ("GLA") *** Includes the Company’s previously held equity interest investment. 65 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (1) The Company acquired from its partners the remaining ownership interest in these properties that were held in joint ventures in which the Company had a noncontrolling interest. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain on change in control of interest, net resulting from the fair value adjustment associated with the Company’s previously held equity interest, which is included in the purchase price above in Other. The Company’s previous ownership interest and gain on change in control of interests, net recognized as a result of these transactions are as follows: Property Name Elmont Plaza Kimstone Portfolio (39 properties) Montgomery Plaza Conroe Marketplace District Heights Previous Ownership Interest Gain on change in control of interests, net 50.0% $ 33.3% 20.0% 15.0% 15.0% $ (0.2) 140.0 6.3 2.4 0.7 149.2 During the year ended December 31, 2014, the Company acquired the following properties, in separate transactions (in thousands): Month Debt Purchase Price Property Name Location Acquired Cash* $ Jan-14 3,000 $ Assumed Other*** Total GLA** - $ - $ 3,000 Peoria, AZ Various (1) Harrisburg, PA Cary, NC Charlotte, NC (2) Jan-14 Jan-14 Feb-14 Mar-14 62,239 2,550 18,691 9,398 23,269 - 72,309 17,409 7,642 - - 4,943 93,150 2,550 91,000 31,750 Various (1) Apr-14 128,699 157,010 122,291 408,000 1,589 Maple Grove, MN Apr-14 900 - 900 - Various Swampscott, MA Various (1) Highlands Ranch, CO Various (1) Springfield, MO Quincy, MA (1) West Palm Beach, FL (1) Peachtree City, GA Apr-14 May-14 Jul-14 Sep-14 Oct-14 Nov-14 Dec-14 Dec-14 Dec-14 149,486 120,514 - 2,550 - - - 270,000 2,550 69,261 193,600 - 3,800 12,911 - 275,772 3,800 - 118,439 - - - - $ 510,052 $ 702,550 $ 8,800 20,470 3,208 27,000 76,511 - 2,530 2,807 - 194,950 8,800 23,000 6,015 27,000 229,635 $ 1,442,237 North Valley Leasehold LaSalle Properties (3 properties) Harrisburg Land Parcel Crossroads Plaza Quail Corners KIF 1 Portfolio (12 properties) Fountain at Arbor Lakes (2 Parcels) Boston Portfolio (24 properties) Vinnin Square SEB Portfolio (10 properties) Highlands Ranch Parcel BIG Portfolios (7 properties) Springfield S.C. North Quincy Plaza Belmart Plaza Braelinn Village - 316 - 489 110 1,426 6 1,415 10 1,148 210 81 77 227 7,104 * Includes 1031 sales proceeds of $126.8 million ** Gross leasable area ("GLA") *** Includes the Company’s previously held equity interest investment. (1) The Company acquired from its partners the remaining ownership interest in these properties that were held in joint ventures in which the Company had a noncontrolling interest. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain on change in control of interest, net resulting from the fair value adjustment associated with the Company’s previously held equity interest, which is included in the purchase price above in Other. The Company’s previous ownership interest and gain on change in control of interests, net recognized as a result of these transactions are as follows: 66 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Property Name LaSalle Properties (3 properties) KIF 1 Portfolio (12 properties) SEB Portfolio (10 properties) BIG Portfolios (7 properties) North Quincy Plaza Belmart Plaza Previous Ownership Interest Gain on change in control of interests, net 11.0% $ 39.1% 15.0% 50.1% 11.0% 21.5% $ 3.7 65.6 14.4 19.5 2.2 1.8 107.2 (2) 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. During 2015, the Company acquired the partners’ noncontrolling interest and now fully owns the property. The purchase price for these acquisitions has been preliminarily allocated to real estate and related intangible assets acquired and liabilities assumed, as applicable, in accordance with our accounting policies for business combinations. The purchase price allocations and related accounting will be finalized upon completion of the Company’s valuation studies. Accordingly, the fair value allocated to these assets and liabilities are subject to revision. The Company records allocation adjustments when purchase price allocations are finalized. The aggregate purchase price of the properties acquired during the year ended December 31, 2015, has been allocated as follows (in thousands): Land Buildings Above market leases Below market leases In-place leases Building improvements Tenant improvements Mortgage fair value adjustment Other assets Other liabilities Net assets acquired Preliminary Allocation Allocation Adjustments (1) Revised Allocation as of December 31, 2015 Weighted- Average Amortization Period (in Years) $ $ 482,422 $ 973,747 35,948 (79,868) 180,069 177,944 26,596 (27,615) 3,058 (188) 1,772,113 $ (37,796) $ 89,377 (1,766) 4,871 (54,076) (8,828) 8,218 - - - - $ 444,626 1,063,124 34,182 (74,997) 125,993 169,116 34,814 (27,615) 3,058 (188) 1,772,113 - 50.0 7.2 17.7 4.7 45.0 6.1 3.0 - - (1) In accordance with the Company’s adoption of ASU 2015-16, which eliminates the requirement to restate prior period financial statements for measurement period adjustments relating to purchase price allocations, the Company adjusted the preliminary allocation amounts recorded for properties acquired during 2015. The impact of these allocation adjustments on the Company’s tangible and intangible assets and liabilities are reflected in the table above. The aggregate purchase price of the properties acquired during the year ended December 31, 2014, has been allocated as follows (in thousands): Land Buildings Above market leases Below market leases In-place leases Building improvements Tenant improvements Mortgage fair value adjustment Other assets Other liabilities Net assets acquired 67 $ $ 414,879 679,753 30,307 (81,362) 113,513 290,882 26,536 (39,368) 7,097 - 1,442,237 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) In addition, during the year ended December 31, 2015, the Company entered into an agreement to acquire the remaining 50.0% interest in a property previously held in a joint venture in which the Company had a noncontrolling interest for a gross purchase price of $23.0 million. Upon signing this contract, which closed in January 2016, the Company effectively gained control of the entity and is entitled to all economics and risk of loss and as such, the Company consolidated this property pursuant to the FASB’s Consolidation guidance. Additionally, as the Company was required to purchase the partners interest at a fixed and determinable price in January 2016, the Company has recognized $11.5 million within Other liabilities in the Company’s Consolidated Balance Sheets at December 31, 2015. Based upon the Company’s intent to redevelop a portion of the property, the Company allocated $8.4 million of the gross purchase price to Real estate under development on the Company’s Consolidated Balance Sheets and the remaining $14.6 million was allocated to Operating real estate on the Company’s Consolidated Balance Sheets. During the year ended December 31, 2015, the Company acquired three land parcels, in separate transactions, for an aggregate purchase price of $30.0 million. 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, 2015, the Company had in progress a total of five ground-up development projects located in the U.S. These land parcels will be developed into open-air shopping centers aggregating 1.9 million square feet of GLA with a total estimated aggregate project cost of $446.5 million. During 2015, the Company acquired, in separate transactions, two additional land parcels adjacent to existing development projects for an aggregate purchase price of $20.7 million. 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. 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 and as such is not included in the five ground-up development projects referred to above. 4. Dispositions of Real Estate: Operating Real Estate During 2015, the Company disposed of 89 consolidated operating properties and eight out-parcels, in separate transactions, for an aggregate sales price of $492.5 million. These transactions resulted in an aggregate gain of $143.6 million, after income tax expense, and aggregate impairment charges of $10.2 million, before income tax expense of $2.3 million. Additionally, during 2015, the Company disposed of its remaining operating property in Chile for a sales price of $51.3 million. This transaction resulted in the release of a cumulative foreign currency translation loss of $19.6 million due to the Company’s liquidation of its investment in Chile offset by a gain on sale of $1.8 million, after income tax expense. During 2014, the Company disposed of 90 consolidated 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 bore interest at rates ranging from LIBOR plus 250 basis points to 7% per annum, which matured and were repaid in full during 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 consolidated 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. 68 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Additionally, during 2013, the Company sold eight consolidated 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. Land Sales During 2015, 2014 and 2013, the Company sold 13, three and nine land parcels, respectively, for an aggregate sales price of $31.5 million, $5.1 million and $18.2 million, respectively. These transactions resulted in an aggregate gain of $4.3 million, $3.5 million and $11.5 million, before income taxes expense and noncontrolling interest for the years ended December 31, 2015, 2014 and 2013, respectively. 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. 5. Discontinued Operations and Assets Held-for-Sale: Prior to the Company’s adoption of ASU 2014-08 on January 1, 2015, as further discussed in Footnote 1, operations of properties held-for-sale and assets sold during the period were classified as discontinued operations. The results of these discontinued operations are included as a separate component of income on the Consolidated Statements of Income under the caption “Discontinued operations”. This reporting has resulted in certain reclassifications of 2014 and 2013 financial statement amounts. Since adoption of ASU 2014-08 individual property dispositions no longer qualify as a discontinued operation under the new guidance unless the asset disposal represents a significant strategic shift. The components of Income from discontinued operations for each of the three years in the period ended December 31, 2015, are shown below. These include the results of income through the date of each respective sale for properties sold during 2014 and 2013, and the operations for the applicable periods for those assets classified as held-for-sale as of December 31, 2014 and 2013 (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, before income taxes Impairment of property carrying value, before income taxes (1) Gain on disposition of operating properties, before income taxes Benefit/(provision) for income taxes (Loss)/income from discontinued operating properties Net (income)/loss attributable to noncontrolling interests (Loss)/income from discontinued operations attributable to the Company $ 2015 2014 2013 124 $ (49) - (57) - - (12) 71,906 $ (16,657) (15,019) (719) (1,823) 680 (756) 129,315 (39,425) (33,142) (2,971) (1,371) 720 (880) 6 37,612 52,246 (82) (178,048) (157,972) - 1 (75) 203,271 (11,850) 50,985 48,731 8,462 (48,533) - (2,117) 7,930 $ (75) $ 48,868 $ (40,603) (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. 69 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. 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. 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 were included in Other assets on the Company’s Consolidated Balance Sheets. The Company completed the sale of the five remaining properties during 2014. 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 2013, the Company began selling properties within its Latin American portfolio as part of its overall strategy to exit these markets and during 2014 the Company substantially liquidated its investment in Mexico, which resulted in the release of a cumulative foreign currency translation loss. Additionally, during 2014, the Company implemented a plan to accelerate the disposition of certain U.S. properties. These disposition plans 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 (See Footnote 15 for fair value disclosure). 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, 2015, 2014 and 2013 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 * See Footnote 15 for additional disclosure on fair value **See Footnotes 4 & 5 above for additional disclosure $ 2015 2014 2013 30.3 $ 5.3 9.8 45.4 - 0.1 45.5 (5.6) - (9.0) 30.9 $ 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 70 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (1) During 2015, the Company recognized aggregate impairment charges of $30.3 million, before an income tax benefit of $5.4 million and noncontrolling interests of $5.6 million, primarily related to sale of certain operating properties and 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 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. (3) 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. (4) Impairment charges primarily based upon review of residual values, sales prices and debt maturity status and the likelihood of foreclosure of certain underlying properties within the Company’s preferred equity investments, during 2015, 2014 and 2013. The Company believes it will not recover its investment in certain preferred equity investments and as such recorded full impairments on these investments. (5) During 2015, 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 2015, 2014 and 2013 of $22.2 million, $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), and $29.5 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. 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, 2015 and 2014 (in millions, except number of properties): Average Ownership Number of Venture Interest Properties GLA Gross Real Estate The Company's Investment Average Ownership Interest As of December 31, 2015 Number of As of December 31, 2014 Gross Real Estate Properties GLA The Company's Investment Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2) Kimco Income Opportunity Portfolio (“KIR”) (2) Kimstone (2) (3) BIG Shopping Centers (2) Canada Pension Plan Investment Board(“CPP”) (2) (4) Other Institutional Programs 15.0% 53 9.6 $ 2,531.6 $ 175.5 15.0% 60 10.6 $ 2,728.9 $ 178.6 48.6% 33.3% 50.1% 47 - 1 10.8 - 0.4 1,422.8 - 53.5 131.0 - - 48.6% 33.3% 50.1% 54 11.5 5.6 39 1.0 6 1,488.2 1,098.7 151.6 152.1 98.1 - 55.0% 7 2.4 524.1 195.6 55.0% 7 2.4 504.0 188.9 Various (2) 50.0% RioCan Latin America (5) Various Other Joint Venture Programs Various Total 8 13 9 53 191 1.1 2.4 - 8.7 35.4 $ 6,258.1 $ 248.0 259.3 53.2 1,165.6 5.2 Various 50.0% 53.3 15.0 Various 167.0 Various 742.6 71 53 45 13 60 11.0 159.8 24.4 224.3 337 51.8 $ 9,083.4 $ 1,037.2 413.8 1,205.8 91.2 1,401.2 1.8 9.3 0.1 9.5 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (1) This venture represents four separate joint ventures, with four separate accounts managed by Prudential Real Estate Investors (“PREI”), three of these ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II. (2) The Company manages these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees. (3) During the year ended December 31, 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. (4) During the years ended December 31, 2015 and 2014, CPP acquired land parcels for future development in Dania, FL, for $3.6 million and $62.8 million, respectively. Includes eight land parcels and one self-storage facility. (5) 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, 2015, 2014 and 2013 (in millions): KimPru and KimPru II (1) (4) KIR (5) Kimstone BIG Shopping Centers (9) CPP Other Institutional Programs RioCan Latin America (6) (8) Other Joint Venture Programs (2) (3) (7) Total Year Ended December 31, 2014 2013 2015 $ $ 7.1 $ 41.0 0.7 2.4 9.6 1.6 399.4 (0.7) 19.3 480.4 $ 8.1 $ 26.5 2.0 22.5 7.1 4.3 30.6 (3.8) 62.3 159.6 $ 9.1 25.3 3.6 3.0 5.8 7.6 27.6 103.1 23.6 208.7 (1) During the year ended December 31, 2015, KimPru recognized aggregate impairment charges related to three properties which KimPru anticipates selling or being foreclosed on within the next year, therefore effectively shortening its anticipated hold period for these assets which resulted in the expected future cash flows being less than the carrying value. The Company’s share of these impairment charges was $2.8 million. (2) During September 2013, the Intown portfolio was sold and the Company maintained its guarantee on a portion of debt that was assumed by the buyer at closing. The transaction resulted in a deferred gain to the Company of $21.7 million due to the Company’s continued involvement through its guarantee of the debt. On February 24, 2015, the outstanding debt balance was fully repaid by the buyer and as such, the Company was relieved of its related commitments and guarantee. As a result, the Company recognized the deferred gain of $21.7 million during the year ended December 31, 2015. (3) During the year ended December 31, 2015, four joint ventures in which the Company holds noncontrolling interests recognized impairment charges relating to the pending sale of three properties and the pending foreclosure of one property. The Company’s share of these impairment charges was $10.9 million, before income tax benefit. (4) 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. (5) During the year ended December 31, 2014, KIR recognized aggregate impairment charges of $5.0 million, of which the Company’s share was $2.8 million, related to two properties which KIR subsequently sold. (6) During the fourth quarter 2015, the Company liquidated its investment in Chile, which resulted in the release of a cumulative foreign currency translation gain of $0.8 million. Also, 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. (7) 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. (8) 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. (9) 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. The following tables provide a summary of properties and land parcels disposed of through the Company’s real estate joint ventures or transferred interest to joint venture partners during the years ended December 31, 2015, 2014 and 2013. These transactions resulted in an aggregate net gain to the Company of $380.6 million, $96.0 million and $108.7 72 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) million, before income taxes, for the years ended December 31, 2015, 2014 and 2013, respectively, and which are included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income: KimPru and KimPru II KIR BIG Shopping Centers Other Institutional Programs (1) RioCan (3) Latin America Other Joint Venture Programs (2) Year Ended December 31, 2015 Number of properties 7 5 4 44 32 4 6 Number of land parcels 1 - - - 1 9 - $ $ $ $ $ $ $ Aggregate sales price (in millions) 143.5 84.6 75.0 171.5 1,390.4 16.2 123.7 (1) The Company acquired the remaining interest in two of these properties. See Footnote 3 for the operating properties acquired by the Company. (2) The Company acquired the remaining interest in two of these properties and entered into an agreement to acquire the remaining interest in one of these properties. See Footnote 3 for the operating properties acquired by the Company. (3) The Company sold its interest in 32 operating properties and one land parcel which resulted in an aggregate gain to the Company of $373.8 million (CAD $493.9 million). The aggregate sales price does not reflect the consideration received, but rather represents the full implied fair value of the assets sold determined by the proportionate share of the interest acquired. KIR BIG Shopping Centers (1) Other Institutional Programs (2) Latin America Other Joint Venture Programs (3) Year Ended December 31, 2014 Number of properties 3 15 28 14 19 Number of land parcels - - - - - $ $ $ $ $ Aggregate sales price (in millions) 19.7 166.6 846.6 324.5 252.0 (1) The Company acquired the remaining interest in seven of these properties. See Footnote 3 for the operating properties acquired by the Company. (2) The Company acquired the remaining interest in 26 of these properties. See Footnote 3 for the operating properties acquired by the Company. (3) The Company acquired the remaining interest in one of these properties. See Footnote 3 for the operating properties acquired by the Company. KimPru and KimPru II (1) KIR Other Institutional Programs (2) Latin America Other Joint Venture Programs (3) Year Ended December 31, 2013 Number of properties 1 1 2 104 9 Number of land parcels - - - - - Aggregate sales price (in millions) $ $ $ $ $ 15.8 30.0 46.9 945.4 1,095.9 (1) The Company acquired the remaining interest in this property. (2) The Company acquired the remaining interest in these two properties. (3) The Company acquired the remaining interest in two of these properties. 73 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, 2015 and 2014 (dollars in millions): As of December 31, 2015 As of December 31, 2014 Mortgages and Notes Payable Average Interest Rate Average Remaining Term (months)** Mortgages and Notes Payable Average Interest Rate Venture KimPru and KimPru II KIR Kimstone BIG Shopping Centers CPP Other Institutional Programs RioCan Other Joint Venture Programs Total $ 777.1 811.6 - 54.5 109.9 163.9 87.5 794.6 2,799.1 $ 5.54% 4.64% - 5.45% 5.25% 4.74% 5.02% 5.26% 12.6 $ 62.3 - 10.1 3.5 24.0 11.0 920.0 860.7 701.3 144.6 112.0 272.9 640.5 47.6 $ 921.9 4,573.9 Average Remaining Term (months)** 23.0 61.9 28.7 22.0 10.1 5.53% 5.04% 4.45% 5.52% 5.05% 5.21% 4.29% 5.31% 23.5 39.9 58.6 ** Average remaining term includes extensions Summarized financial information for the Company’s investment and advances in real estate joint ventures is as follows (in millions): Assets: Real estate, net Other assets Liabilities and Partners’/Members’ Capital: Notes and mortgages payable Construction loans Other liabilities Noncontrolling interests Partners’/Members’ capital Revenues from rental property Operating expenses Interest expense Depreciation and amortization Impairment charges Other income/(expense), net Income from continuing operations Discontinued Operations: Income from discontinued operations Impairment on dispositions of properties Gain on dispositions of properties Gain on sale of operating properties Net income $ $ $ $ $ $ 74 December 31, 2015 2014 4,855.5 $ 252.2 5,107.7 $ 2,770.1 $ 29.0 16.2 92.5 2,199.9 5,107.7 $ 7,422.0 312.6 7,734.6 4,553.1 21.0 120.5 21.4 3,018.6 7,734.6 Year Ended December 31, 2014 2013 2015 842.5 $ (265.9) (202.8) (191.9) (63.4) 4.4 (719.6) 122.9 - - - - 1,166.7 1,289.6 $ 1,059.9 $ (333.5) (247.3) (260.0) (23.1) (14.4) (878.3) 181.6 2.8 (3.8) 471.1 470.1 - 651.7 $ 1,280.2 (410.3) (316.4) (298.8) (32.3) (16.2) (1,074.0) 206.2 14.1 (14.8) 229.5 228.8 - 435.0 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling $12.6 million and $40.3 million at December 31, 2015 and 2014, 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, 2015 and 2014, the Company’s carrying value in these investments is $742.6 million and $1.04 billion, respectively. 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, 2015, the Company’s net investment under the Preferred Equity program was $199.9 million relating to 421 properties, including 385 net leased properties. For the year ended December 31, 2015, the Company earned $27.0 million from its preferred equity investments, including $9.3 million in profit participation earned from nine capital transactions. For the year ended 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. 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, 2015, the remaining 385 properties (referenced above) were encumbered by third party loans aggregating $299.1 million with interest rates ranging from 5.08% to 10.47% with a weighted-average interest rate of 9.2% and maturities ranging from five months to six years. The Company recognized $15.3 million, $14.5 million and $13.2 million in equity in income from this investment during the years ended December 31, 2015, 2014 and 2013, respectively. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital. As of December 31, 2015 and 2014, the Company’s invested capital in its preferred equity investments approximated $199.9 million and $229.1 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, 2015 2014 $ $ $ $ 258.0 $ 628.3 886.3 $ 563.7 $ 12.9 309.7 886.3 $ 456.9 666.6 1,123.5 767.6 21.6 334.3 1,123.5 75 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Revenues from rental property Operating expenses Interest expense Depreciation and amortization Other expense, net Income from continuing operations Discontinued Operations: Gain on disposition of properties Gain on sale of operating properties Net income Kimsouth Year Ended December 31, 2014 2013 2015 122.1 $ (35.6) (35.7) (11.4) (9.2) 30.2 - - 6.0 36.2 $ 146.0 $ (47.0 ) (47.1 ) (19.2 ) (7.2 ) 25.5 31.5 31.5 - 57.0 $ 159.5 (34.8) (55.2) (24.0) (7.1) 38.4 20.8 20.8 - 59.2 $ $ Kimsouth Realty Inc. (“Kimsouth”) is a wholly-owned subsidiary of the Company. KRS AB Acquisition, LLC (the “ABS Venture”) is a wholly-owned subsidiary of Kimsouth that has a noncontrolling interest in AB Acquisition, LLC (“AB Acquisition”), a joint venture which owns Albertsons Inc. (“Albertsons”) and NAI Group Holdings Inc. (“NAI”). The Company holds a controlling interest in the ABS Venture and consolidates this entity. During January 2015, two new noncontrolling members were admitted into the ABS Venture, including Colony Capital, Inc. and affiliates (“Colony”), after which the Company contributed $85.3 million and the two noncontrolling members contributed an aggregate $105.0 million, of which Colony contributed $100.0 million, to the ABS Venture, which was subsequently contributed to AB Acquisition to facilitate the acquisition of all of the outstanding shares of Safeway Inc. (“Safeway”). As a result of this transaction, the ABS Venture now holds a combined 14.35% interest in AB Acquisition, of which the Company holds a combined 9.8% ownership interest and Colony holds a 4.3% ownership interest. Richard B. Saltzman, a member of the Board of Directors of the Company, is the chief executive officer, president and a director of Colony Capital, Inc. The combined company of Albertsons, NAI and Safeway operates over 2,200 grocery stores across 33 states. The Company continues to consolidate the ABS Venture as there was no change in control following the admission of the members described above. As such, the Company recorded (i) the gross investment in Safeway of $190.3 million in Other assets on the Company’s Consolidated Balance Sheets and accounts for this investment under the cost method of accounting (ii) a noncontrolling interest of $65.0 million and (iii) an increase in Paid-in capital of $24.0 million, net of a deferred tax effect of $16.0 million, representing the amount contributed by the newly admitted members in excess of their proportionate share of the historic book value of the net assets of ABS Venture. Leveraged Lease The Company held a 90% equity participation interest in a leverage lease of 11 properties which were encumbered by third-party non-recourse debt of $11.2 million. During the year ended December 31, 2015, the Company sold its leveraged lease interest for a gross sales price of $22.0 million and recognized a gain of $2.1 million in connection with the transaction, which is included in Equity in income of other real estate investments, net on the Company’s Consolidated Statements of Income. At December 31, 2014, 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 8.3 30.3 (10.1) (12.9) 15.6 $ $ 76 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 9. Variable Interest Entities: Consolidated Ground-Up Development Projects Included within the Company’s ground-up development projects at December 31, 2015, 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, 2015, total assets of this ground-up development VIE were $78.4 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 $17.4 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. Unconsolidated Redevelopment Investment Included in the Company’s joint venture investments at December 31, 2015, 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, 2015, the Company’s investment in this VIE was a negative $7.4 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 $7.4 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, 2015, see Financial Statement Schedule IV included in this annual report on Form 10-K. 77 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table reconciles mortgage loans and other financing receivables from January 1, 2013 to December 31, 2015 (in thousands): Balance at January 1 Additions: New mortgage loans Additions under existing mortgage loans Write-off of loan discounts 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 $ 2015 2014 2013 $ 74,013 $ 30,243 $ 70,704 5,730 - - 112 (53,646) - (884) (1,499) (2) 23,824 $ 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 The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2015, the Company had a total of 12 loans, all of which were identified as performing loans. 11. Marketable Securities: The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2015 and 2014, are as follows (in thousands): Available-for-sale: Equity securities Held-to-maturity: Debt securities Total marketable securities Available-for-sale: Equity securities Held-to-maturity: Debt securities Total marketable securities December 31, 2015 Gross Unrealized Gains/Losses Estimated Fair Value 398 $ (1) 397 $ 5,909 1,655 7,564 Amortized Cost $ $ 5,511 $ 1,656 7,167 $ December 31, 2014 Gross Unrealized Gains/Losses Estimated Fair Value Amortized Cost $ $ 41,462 $ 46,197 $ 87,659 2,576 44,038 $ (200) 45,997 $ 2,376 90,035 During 2015, 2014 and 2013, the Company received $76.2 million, $3.8 million and $26.4 million in proceeds from the sale or redemption of certain marketable securities, respectively. In connection with these transactions, during 2015, 2014 and 2013, the Company recognized $39.9 million of realizable gains, $0.1 million of realizable losses and $12.1 million of realizable gains, respectively. As of December 31, 2015, the contractual maturities of debt securities classified as held-to-maturity are within the next five years. Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties. 78 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 12. Notes Payable: As of December 31, 2015 and 2014 the Company’s Notes Payable consisted of the following (dollars in millions): Senior Unsecured Notes Medium Term Notes U.S. Term Loan (a) Canadian Notes Payable Credit Facility (b) Deferred financing costs, net (c) Balance at 12/31/15 $ $ 2,290.9 600.0 650.0 251.8 - (31.4) 3,761.3 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) Maturity Date Range (High) May-2017 Mar-2016 Jan-2017 Apr-2018 Apr-2018 Apr-2045 Feb-2018 Jan-2017 Aug-2020 Apr-2018 - - Senior Unsecured Notes Medium Term Notes U.S. Term Loan (d) Canadian Notes Payable Credit Facility (b) Deferred financing costs, net (c) Balance at 12/31/14 $ $ 1,540.9 850.0 400.0 301.3 100.0 (20.5) 3,171.7 Interest Rate Range (Low) 3.13% 4.30% (d) 3.86% (b) - Interest Rate Range (High) 6.88% 5.78% (d) 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 - - (a) Interest rate is equal to LIBOR + 0.95% (1.37% at December 31, 2015). (b) Interest rate is equal to LIBOR + 0.925% (1.35% and 1.09% at December 31, 2015 and 2014, respectively). (c) In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Beginning in its fiscal year 2015, the Company elected to early adopt ASU 2015-03 and retrospectively applied the guidance to its Notes Payable to all periods presented. (d) Interest rate is equal to LIBOR + 1.05% (1.21% at December 31, 2014). The weighted-average interest rate for all unsecured notes payable is 3.88% as of December 31, 2015. The scheduled maturities of all unsecured notes payable excluding unamortized debt issuance costs of $31.4 million, as of December 31, 2015, were as follows (in millions): 2016, $300.0; 2017, $940.9; 2018, $407.9; 2019, $300.0; 2020, $143.9 and thereafter, $1,700.0. Senior Unsecured Notes / Medium Term Notes – The Company’s supplemental indentures governing its Medium Term Notes (“MTN”) and Senior Unsecured Notes contain covenants whereby 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 and (c) certain asset to debt ratios. In addition, the Company is 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 was in compliance with all of the covenants as of December 31, 2015. 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 shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company. 79 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) During October 2015, the Company issued $500.0 million of seven-year Senior Unsecured Notes at an interest rate of 3.40% payable semi-annually in arrears which are scheduled to mature in November 2022. The Company used the net proceeds of approximately $493.0 million, after the underwriting discount and related offering costs, from the offering for general corporate purposes including to pre-fund near-term debt maturities and partially reduce borrowings under the Company’s revolving credit facility. During March 2015, the Company issued $350.0 million of 30-year Senior Unsecured Notes at an interest rate of 4.25% payable semi-annually in arrears which are scheduled to mature in April 2045. The Company used the net proceeds from the issuance of $342.7 million, after the underwriting discount and related offering costs, for general corporate purposes including to pre-fund near-term debt maturities and partially reduce borrowings under the Company’s revolving credit facility. 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 the years ended December 31, 2015 and 2014, the Company repaid the following notes (dollars in millions): Date Issued Nov-05 Oct-06 Feb-05 Jun-05 Oct-06 $ $ $ $ $ Amount Repaid 150.0 100.0 100.0 194.6 100.0 Interest Rate 5.584% 5.25% 4.904% 4.82% 5.95% Maturity Date Nov-15 Sep-15 Feb-15 Jun-14 Jun-14 Date Paid Nov-15 Sep-15 Feb-15 Jun-14 Jun-14 Type MTN Senior Note MTN MTN Senior Note Credit Facility – The Company has a $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in 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 (1.35% as of December 31, 2015) 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. The Company was in compliance with all of the covenants as of December 31, 2015. As of December 31, 2015, the Credit Facility had no balance outstanding and $0.9 million appropriated for letters of credit. U.S. Term Loan - During January 2015, the Company entered into a new $650.0 million unsecured term loan (“Term Loan”) which has an initial maturity date in January 2017 (with three one-year extension options at the Company’s discretion) and accrues interest at a spread (currently 95 basis points) to LIBOR or at the Company’s option at a base rate as defined per the agreement (1.37% at December 31, 2015). The proceeds from the Term Loan were used to repay the Company’s $400.0 million term loan, which was scheduled to mature in April 2015 (with two additional one-year extension options) and bore interest at LIBOR plus 105 basis points, and for general corporate purposes. Pursuant to the terms of the credit agreement for the Term Loan, 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 Company was in compliance with all of the covenants as of December 31, 2015. 80 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 13. Mortgages Payable: During 2015, the Company (i) assumed $835.2 million of individual non-recourse mortgage debt relating to the acquisition of 38 operating properties, including an increase of $27.6 million associated with fair value debt adjustments and (ii) paid off $557.0 million of mortgage debt (including fair market value adjustment of $1.4 million) that encumbered 27 operating properties. 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. 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 2031. Interest rates range from LIBOR plus 170 basis points (2.12% as of December 31, 2015) to 9.75% (weighted-average interest rate of 5.62% as of December 31, 2015). The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable, excluding unamortized fair value debt adjustments of $42.6 million and unamortized debt issuance costs of $3.2 million, as of December 31, 2015, were as follows (in millions): 2016, $490.5; 2017, $571.5; 2018, $137.3; 2019, $14.4; 2020, $99.6 and thereafter, $262.3. 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 was 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) Number of Units Issued Par Value Per Unit 81,800,000 $ 2,000 $ 2,627 $ 5,673 $ 1.00 10,000 10,000 10,000 Class C DownReit Units (2) 640,001 $ 30.52 Return Per Annum 7.0% LIBOR plus 2.0% 7.0% 7.0% Equal to the Company’s common stock dividend (1) These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets. (2) These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock, based upon the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. 81 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following Units have been redeemed or converted for cash as of December 31, 2015: Type Preferred A Units Class A Preferred Units Class B-1 Preferred Units Class B-2 Preferred Units Class C DownReit Units Units Redeemed Par Value Redeemed (in millions) 2,200,000 $ 2,000 $ 2,438 $ 5,631 $ 587,204 $ 2.2 20.0 24.4 56.3 17.9 The conversion of units during 2015 resulted in an aggregate decrease in noncontrolling interest of $23.3 million for the year ended December 31, 2015 and a net increase of $6.7 million to the Company’s Paid-in capital, during 2015. Noncontrolling interest relating to the remaining units was $88.9 million and $111.6 million as of December 31, 2015 and 2014, respectively. The Company owns two shopping center properties located in Bay Shore, NY and Centereach, NY. Included in Noncontrolling interests was $41.6 million, including a discount of $0.3 million and a fair market value adjustment of $3.8 million, in redeemable units, issued by the Company in connection with the acquisition of these properties. These units and related annual cash distribution rates consist of the following: Type Class A Units (1) Class B Units (2) Number of Units Issued Par Value Per Unit 13,963 $ 647,758 $ 1,000 37.24 Return Per Annum 5.0% Equal to the Company’s common stock dividend (1) These units are redeemable for cash by the holder or callable by the Company any time after April 3, 2016 and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets. (2) These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a ratio of 1:1 and are callable by the Company any time after April 3, 2026. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. During 2012, all 13,963 Class A Units were redeemed by the holder for 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, 2015 and 2014, noncontrolling interest relating to the remaining Class B Units was $26.5 million and $26.4 million, respectively. 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, 2015 and 2014 (in thousands): Balance at January 1, Issuance of redeemable partnership interests (1) Income (2) Distribution Conversion of redeemable units Balance at December 31, 2015 2014 91,480 $ - 7,061 (5,922) (5,910) 86,709 $ 86,153 4,943 6,335 (5,951) - 91,480 $ $ (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 82 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) $4.9 million as Redeemable noncontrolling interests. During October 2015, the seller put its partnership interest to the Company and as such the Company now owns 100% of the operating property. (2) Includes $1.0 million in fair market value remeasurement for the year ended December 31, 2015. During the years ended December 31, 2015 and 2014, the Company acquired its partner’s interest in three and three previously consolidated joint ventures for $31.6 million and $1.1 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 $25.2 million and $0.8 million for the years ended December 31, 2015 and 2014, respectively and a net decrease of $6.4 million and $0.3 million to the Company’s Paid-in capital, during 2015 and 2014, respectively. 15. Fair Value Disclosure of Financial Instruments: All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are disclosed. The 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, 2015 Carrying Amounts Estimated Fair Value Carrying Amounts 2014 Estimated Fair Value Marketable Securities (1) Notes Payable (2) Mortgages Payable (3) 7,565 $ $ 90,235 $ $ 3,761,328 $ 3,820,205 $ 3,171,742 $ $ 1,614,982 $ 1,629,760 $ 1,424,228 $ 7,564 $ 90,035 3,313,936 1,481,138 (1) As of December 31, 2015 and 2014, the Company determined that $5.9 million and $87.7 million, respectively, of the Marketable securities estimated fair value were classified within Level 1 of the fair value hierarchy and the remaining $1.7 million and $2.3 million, respectively, were classified within Level 3 of the fair value hierarchy. (2) The Company determined that its valuation of these Notes Payable was classified within Level 2 of the fair value hierarchy. (3) The Company determined that its valuation of these Mortgages Payable was classified within Level 3 of the fair value hierarchy. The Company has available for sale securities that must be measured under the FASB’s Fair Value Measurements and Disclosures guidance. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. 83 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The Company from time to time has used interest rate swaps to manage its interest rate risk. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Based on these inputs, the Company has determined that interest rate swap valuations are classified within Level 2 of the fair value hierarchy. The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014, 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, 2015 and 2014 (in thousands): Assets: Marketable equity securities Liabilities: Interest rate swaps Assets: Marketable equity securities Liabilities: Interest rate swaps Balance at December 31, 2015 Level 1 Level 2 Level 3 $ $ 5,909 $ 5,909 $ - $ 1,426 $ - $ 1,426 $ Balance at December 31, 2014 Level 1 Level 2 Level 3 $ $ 87,659 $ 87,659 $ - $ 1,404 $ - $ 1,404 $ - - - - Assets measured at fair value on a non-recurring basis at December 31, 2015 and 2014 are as follows (in thousands): Balance at December 31, 2015 Level 1 Level 2 Level 3 Real estate $ 52,439 $ - $ - $ 52,439 Balance at December 31, 2014 Level 1 Level 2 Level 3 Real estate $ 80,270 $ - $ - $ 80,270 During the year ended December 31, 2015, the Company recognized impairment charges of $45.5 million, of which $0.1 million, before noncontrolling interests and income taxes, is included in discontinued operations. These impairment charges consist of (i) $20.2 million related to adjustments to property carrying values, (ii) $10.2 million related to the sale of operating properties, (iii) $9.0 million related to a cost method investment, (iv) $5.3 million related to certain investments in other real estate investments and (v) $0.8 million related to marketable debt securities investments. 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. The Company’s estimated fair values for the year ended December 31, 2015, 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 $5.7 million of the $20.2 million in impairments recognized during the year ended December 31, 2015), for which the Company does not have access to the unobservable inputs used to determine these estimated fair values, (ii) third party appraisals (this method was used to determine $8.9 million of the $20.2 84 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) million in impairments recognized during the year ended December 31, 2015) and (iii) discounted cash flow models (this method was used to determine $5.6 million of the $20.2 million in impairments recognized during the year ended December 31, 2015). 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 8.25% to 8.5% and discount rates primarily ranging from 9.25% to 9.75% 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 investment. 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 investment. 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, 2015 Series of Preferred Stock Shares Authorized Shares Issued and Outstanding Liquidation Preference Dividend Rate Annual Dividend per Depositary Share Par Value Series I Series J Series K 18,400 9,000 8,050 35,450 16,000 $ 9,000 7,000 32,000 $ 400,000 225,000 175,000 800,000 6.00% $ 5.50% $ 5.625% $ 1.50000 $ 1.37500 $ 1.40625 $ 1.00 1.00 1.00 Series of Preferred Stock Series I (2) Series J (3) Series K (4) Date Issued Depositary Shares Issued 3/20/2012 16,000,000 7/25/2012 9,000,000 12/7/2012 7,000,000 Net Proceeds, After Expenses (in millions) Offering/ Redemption Price $ $ $ 387.2 $ 217.8 $ 169.1 $ 25.00 25.00 25.00 Fractional Interest per Share 1/1000 1/1000 1/1000 Optional Redemption Date 3/20/2017 7/25/2017 12/7/2017 85 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) As of December 31, 2014 Series of Preferred Stock Shares Authorized Shares Issued and Outstanding Liquidation Preference Dividend Rate Annual Dividend per Depositary Share Par Value Series H Series I Series J Series K 70,000 18,400 9,000 8,050 105,450 70,000 $ 16,000 9,000 7,000 102,000 $ 175,000 400,000 225,000 175,000 975,000 6.90% $ 6.00% $ 5.50% $ 5.625% $ 1.72500 $ 1.50000 $ 1.37500 $ 1.40625 $ 1.00 1.00 1.00 1.00 Series of Preferred Stock Date Issued Depositary Shares Issued Fractional Interest per Share Net Proceeds, After Expenses (in millions) Offering/ Redemption Price Optional Redemption Date Series H (1) Series I (2) Series J (3) Series K (4) 8/30/2010 7,000,000 3/20/2012 16,000,000 7/25/2012 9,000,000 12/7/2012 7,000,000 1/100 1/1000 1/1000 1/1000 $ $ $ $ 169.2 $ 387.2 $ 217.8 $ 169.1 $ 25.00 25.00 25.00 25.00 8/30/2015 3/20/2017 7/25/2017 12/7/2017 (1) 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. (2) 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 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 and general corporate purposes. (3) The net proceeds received from this offering were used for general corporate purposes, including funding towards the repayment of maturing Senior Unsecured Notes. (4) The net proceeds received from this offering were used for general corporate purposes, including funding towards the repayment of maturing Senior Unsecured Notes. The following Preferred Stock series were redeemed during the year ended December 31, 2015: Series of Preferred Stock Series H (1) Date Issued Depositary Shares Issued Redemption Amount (in millions) Offering/ Redemption Price 8/30/2010 7,000,000 $ 175.0 $ 25.00 Optional Redemption Date 8/30/2015 Actual Redemption Date 11/25/2015 (1) In connection with this redemption the Company recorded a non-cash charge of $5.8 million resulting from the difference between the redemption amount and the carrying amount of the Class H Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $5.8 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, 2015. The Company’s Preferred Stock Depositary Shares for all series are not convertible or exchangeable for any other property or securities of the Company. Voting Rights - The Class 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. 86 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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 $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 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 2015, 2014 and 2013, the Company repurchased 179,696 shares, 128,147 shares and 144,727 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. 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, 2015, is $24.4 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 0.9 million shares of Common Stock. 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, 2015, 2014 and 2013 (in thousands): 2015 2014 2013 $ $ 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 $ Increase in capital expenditures accrual $ Issuance of common stock $ Surrender of common stock $ Declaration of dividends paid in succeeding period Consolidation of Joint Ventures: 84,699 $ - $ - $ 89,504 $ 71,623 $ 47,742 $ 5,730 $ - $ - $ 8,700 $ 493 $ (5,682) $ 115,182 $ Increase in real estate and other assets Increase in mortgage payable and other liabilities $ $ 1,039,335 $ 750,135 $ 210,232 $ - $ 8,219 $ 179,387 $ 197,270 $ - $ 2,728 $ 35,080 $ 17,650 $ 11,373 $ 14,047 $ (4,051) $ 111,143 $ 687,538 $ 492,318 $ 76,477 24,322 3,985 42,892 - - 3,513 - - 996 9,213 (3,891) 104,496 228,200 206,489 87 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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. Substantially all of the Management and other fee income on the Company’s Consolidated Statements of Income constitute fees earned from affiliated entities. Reference is made to Footnotes 3, 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 2015, 2014 and 2013, the Company paid brokerage commissions of $0.6 million, $0.3 million and $0.6 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company. 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 two consolidated property locations are currently under lease. Total annual base rent for these properties leased to ProHEALTH for the years ended December 31, 2015, 2014 and 2013 aggregated to $0.4 million, $0.1 million and $0.1 million, respectively. During January 2015, Colony contributed $100.0 million, to the ABS Venture, which was subsequently contributed to AB Acquisition to facilitate the acquisition of all of the outstanding shares of Safeway. As a result of this transaction, the ABS Venture now holds a combined 14.35% interest in AB Acquisition, of which the Company holds a combined 9.8% ownership interest and Colony holds a 4.3% ownership interest. Richard B. Saltzman, a member of the Board of Directors of the Company, is the chief executive officer, president and a director of Colony Capital, Inc. (see Footnote 8). 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 2114. 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 98% of total revenues from rental property for each of the three years ended December 31, 2015, 2014 and 2013. 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): 2016, $825.8; 2017, $741.4; 2018, $636.7; 2019, $541.5; 2020, $446.2 and thereafter; $1,955.2. 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, 2015, 2014 and 2013 was $14.8 million, $8.4 million and $4.8 million, respectively. Minimum rental payments to be made by the Company 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): 2016, $12.7; 2017, $12.3; 2018, $12.0; 2019, $11.2; 2020, $10.7 and thereafter, $193.6. 88 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Guarantees On a select basis, the Company had provided guarantees on interest bearing debt held within real estate joint ventures. The Company had the following outstanding guarantees as of December 31, 2015 (amounts in millions): Name of Joint Venture Anthem K-12, LP (4 property loans) Amount of Guarantee Interest rate Maturity, with extensions Terms $ 31.2 Various (1) Various (1) Jointly and severally with partner Type of debt Promissory note (1) As of December 31, 2015, the interest rates range from 3.62% to 4.97% and maturity dates with extensions range from July 2016 to August 2022. 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, 2015, these letters of credit aggregated $25.6 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, 2015, there were $25.4 million in performance and surety bonds outstanding. On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the Foreign Corrupt Practices Act. The Company is cooperating with the SEC and the U.S. Department of Justice (“DOJ”), which is conducting a parallel 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, 2015. 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 Company recognized expense associated with its equity awards of $18.5 million, $17.9 million and $18.9 million, for the years ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2015, the Company had $28.0 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 3.6 years. The Company had 9,095,416, 9,251,021 and 8,049,534, shares of the Company’s common stock available for issuance under the Plan at December 31, 2015, 2014 and 2013, respectively. 89 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Stock Options The fair value of each stock 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 2015 and 2014, the Company did not grant any stock options. The more significant assumptions underlying the determination of fair values for options granted during the year ended December 31, 2013 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 2013 $ 5.04 1.46% 6.25 35.95% 3.85% Information with respect to stock options under the Plan for the years ended December 31, 2015, 2014 and 2013 are as follows: Options outstanding, January 1, 2013 Exercised Granted Forfeited Options outstanding, December 31, 2013 Exercised Forfeited Options outstanding, December 31, 2014 Exercised Forfeited Options outstanding, December 31, 2015 Options exercisable (fully vested) - December 31, 2013 December 31, 2014 December 31, 2015 Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value (in millions) 28.42 $ 23.15 21.55 31.38 28.79 $ 16.19 28.68 30.23 $ 18.36 32.55 31.09 $ 31.24 $ 31.96 $ 32.90 $ 14.9 13.1 29.8 27.4 8.2 19.9 20.0 Shares 16,557,997 $ (1,636,300) $ 1,354,250 $ (901,802) $ 15,374,145 $ (1,474,432) $ (2,005,952) $ 11,893,761 $ (1,019,240) $ (1,862,080) $ 9,012,441 $ 12,039,439 $ 10,159,570 $ 7,617,882 $ The exercise prices for options outstanding as of December 31, 2015, 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, 2015 was 3.2 years. The weighted-average remaining contractual term of options currently exercisable as of December 31, 2015, was 2.8 years. The weighted-average remaining contractual term of options expected to vest as of December 31, 2015, was 6.8 years. As of December 31, 2015, the Company had 756,441 options expected to vest, with a weighted-average exercise price per share of $20.62 and an aggregate intrinsic value of $4.6 million. Cash received from options exercised under the Plan was $18.7 million, $23.9 million and $30.2 million for the years ended December 31, 2015, 2014 and 2013, respectively. The total intrinsic value of options exercised during 2015, 2014 and 2013, was $7.4 million, $9.4 million, and $7.6 million, respectively. Restricted Stock and Performance Shares As of December 31, 2015, 2014 and 2013, the Company had restricted stock outstanding of 1,712,534, 1,911,145 and 1,591,082, respectively. These restricted shares have the same voting rights as the Company’s common stock and are entitled to a cash dividend per share equal to the Company’s common dividend which is taxable as ordinary income to 90 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) the holder. The dividends paid on restricted shares were $1.8 million, $1.5 million, and $1.3 million for the years ended December 31, 2015, 2014 and 2013, respectively. The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2015, 2014 and 2013 were $25.98, $21.60 and $21.58, respectively. Information with respect to restricted stock under the Plan for the years ended December 31, 2015, 2014 and 2013 are as follows: Restricted stock outstanding as of January 1, Granted Vested Forfeited Restricted stock outstanding as of December 31, 2015 2014 2013 1,911,145 729,160 (875,202) (52,569) 1,712,534 1,591,082 804,465 (418,309 ) (66,093 ) 1,911,145 1,562,912 549,263 (430,378) (90,715) 1,591,082 As of December 31, 2015, 2014 and 2013, the Company had performance share awards outstanding of 202,754, 171,400 and 185,200, respectively. The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2015, 2014 and 2013 were $27.87, $22.65 and $24.78, respectively. The more significant assumptions underlying the determination of fair values for these awards granted during 2015, 2014 and 2013 were as follows: Stock price Dividend yield (1) Risk-free rate Volatility Term of the award (years) 2015 2014 $ 26.83 $ 0% 0.98% 16.81% 1.88, 2.88 21.49 0% 0.65% 25.93% 0.88, 1.88, 2.88 2013 $ 21.54 0% 0.14% 16.90% 0.88 (1) Total Shareholder Returns, as used in the performance share awards computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized. Other 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, 2015. The Company’s contributions to the plan were $2.1 million, $2.2 million and $2.1 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company recognized severance costs associated with employee terminations during the years ended December 31, 2015, 2014 and 2013 of $4.8 million, $6.3 million and $4.3 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. 91 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, 2015, 2014 and 2013 (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 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 capital gains Cumulative foreign currency translation adjustment & deferred tax adjustment Book adjustment to property carrying values and marketable equity securities Taxable currency exchange loss, net Tangible property regulations deduction (b) Dividends from taxable REIT subsidiaries GAAP change in control gain Other book/tax differences, net Adjusted REIT taxable income $ $ 2015 (Estimated) 2014 (Actual) 2013 (Actual) 894,115 $ (11,727) 882,388 12,861 (10,000) (33,006) (21,956) (3,094) (4,786) 27,462 (118,287) 2,759 424,001 $ (13,110) 410,891 24,890 (13,576) (17,967) (6,236) (1,078) (5,144) 8,614 (146,173) - 236,281 (5,950) 230,331 32,906 - (11,985) (3,510) (2,247) (255) (11,928) 36,896 (31,130) 20,851 139,976 5,095 7,861 (44,938) (130,000) 65 (149,407) 15,262 454,035 $ 62,817 (100,602) - 67,590 (107,235) (16,100) 300,667 $ 22,811 (25,958) - 2,980 9,147 (3,262) 249,891 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. (b) In September 2013, the Internal Revenue Service released final Regulations governing when taxpayers like the Company must capitalize and depreciate costs for acquiring, maintaining, repairing and replacing tangible property and when taxpayers can deduct such costs. These Regulations permitted the Company to deduct certain types of expenditures that were previously required to be capitalized. The Regulations also allowed the Company to make a one-time election to immediately deduct certain amounts that were capitalized in previous years that are not required to be capitalized under the new Regulations. The Company elected to take its one-time allowable deduction in 2015, which totaled approximately $85.9 million. Characterization of Distributions: The following characterizes distributions paid for tax purposes for the years ended December 31, 2015, 2014 and 2013, (in thousands): 2015 2014 2013 Preferred H Dividends Ordinary income Capital gain Preferred I Dividends Ordinary income Capital gain Preferred J Dividends Ordinary income Capital gain $ $ $ $ $ $ - 13,417 13,417 - 24,000 24,000 - 12,375 12,375 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% - $ 100% 100% $ - $ 100% 100% $ - $ 100% 100% $ 92 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Preferred K Dividends Ordinary income Capital gain Common Dividends Ordinary income Capital Gain Return of capital Total dividends distributed for tax purposes $ $ $ $ $ - 9,844 9,844 - 394,400 - 394,400 - $ 100% 100% $ - $ 100% - 100% $ 5,513 4,331 9,844 132,498 103,054 132,498 368,050 56% $ 44% 100% $ 36% $ 28% 36% 100% $ 6,064 2,358 8,422 157,393 61,588 123,177 342,158 72% 28% 100% 46% 18% 36% 100% 454,036 $ 426,344 $ 399,030 For the years ended December 31, 2015, 2014 and 2013 cash dividends paid for tax purposes were equivalent or in excess of the dividends paid deduction. 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”), Kimco Insurance Company (“KIC”), (collectively, the taxable entity “KRS Consolidated”) 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. The Company is subject to taxes on its activities in Canada, Puerto Rico, 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, Puerto Rico and Mexico generally are not subject to withholding tax. The Company is subject to withholding taxes in Chile on sale transactions. As a result, the Company will incur a withholding tax on the repatriation of sale proceeds associated with the sale of the Company’s remaining property in Chile. The Company has determined this withholding tax to be $0.5 million. 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. 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, 2015, 2014 and 2013, 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 2015 2014 2013 $ 23,729 $ 22,176 $ (4,849) (638) (7,355) (7,993) (2,535) (1,474) (4,009) (12,002) 11,727 $ (522) (7,156) (7,678) (165) (1,223) (1,388) (9,066) 13,110 $ (1,647) 9,725 8,078 1,159 1,562 2,721 10,799 5,950 $ 93 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Income before taxes – Non-U.S. (Provision)/benefit for Non-U.S. income taxes: Current (1) Deferred Non-U.S. tax provision $ $ $ 381,999 $ 116,184 $ 188,215 (58,365) $ 4,331 (54,034) $ (18,131) $ (6,749) (24,880) $ (30,102) 2,045 (28,057) (1) Includes $53.5 million in expense related to the sale of interest in 32 properties located in Canada. The Company’s deferred tax assets and liabilities at December 31, 2015 and 2014, were as follows (in thousands): Deferred tax assets: Tax/GAAP basis differences Net operating losses (1) 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 (1) Expiration dates ranging from 2021 to 2033 2015 2014 49,601 $ 40,100 1,549 5,304 4,593 22 4,555 (25,045) (2,860) 77,819 (19,326) (3,493) 55,000 $ 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 $ $ As of December 31, 2015, the Company had net deferred tax assets of $55.0 million comprised of (i) $49.6 million of deferred tax assets and $19.3 million of deferred tax liabilities 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, (ii) $15.1 million for the tax effect of net operating loss carryovers, net of a valuation allowance within FNC of $25.0 million, (iii) $1.5 million for losses deferred for federal and state income tax purposes for transactions with related parties, (iv) $5.3 million for tax credit carryovers and (v) $4.6 million for capital loss carryovers, partially offset by (vi) $1.8 million of net deferred tax liabilities related to its investments in Canada and Mexico. General business tax credit carryovers of $2.5 million within KRS expire during taxable years from 2027 through 2034, and alternative minimum tax credit carryovers of $2.8 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. Deferred tax assets and deferred tax liabilities are included in the captions Other assets and Other liabilities on the accompanying Consolidated Balance Sheets at December 31, 2015 and 2014. 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, 2015, KRS Consolidated produced $31.9 million of taxable income and utilized $31.9 million of its $70.3 million of available net operating loss carryovers. For the year ended December 31, 2014, KRS Consolidated produced $49.3 million of taxable income and utilized $49.3 million of its $119.6 million of available net operating loss carryovers. 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. At December 31, 2015, the Company maintained a valuation allowance of $25.0 million to reduce the deferred tax asset of $40.1 million related to KRS Consolidated’s 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 the remaining net operating loss carryovers and determined a partial valuation allowance was appropriate. 94 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) As of December 31, 2015, the Company determined that no valuation allowance was needed against the remaining $41.2 million net deferred tax asset within KRS Consolidated. The Company based its determination on an analysis of both positive and negative evidence using its judgment as to the relative weight of each. The Company believes, when evaluating KRS Consolidated’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 Consolidated’s ability to utilize its deferred tax assets also includes an estimate of future projected income. The projection of pre-tax book income and taxable income will generate 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 the net deferred tax assets (excluding net deferred tax assets of FNC discussed above) will be realized and therefore, no valuation allowance is needed at December 31, 2015. If future income projections do not occur as forecasted or the Company incurs additional impairment losses in excess of the amount earnings can absorb, the Company will reconsider the need for a valuation allowance. 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. 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. $ 8,304 $ 3,698 - - 12,002 $ 7,762 $ 1,304 - - 9,066 $ (1,697) (205) (9,126) 229 (10,799) 2015 2014 2013 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. 95 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Resolutions of these audits are not expected to have a material effect on the Company’s financial statements. 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 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, 2015, will significantly increase or decrease within the next 12 months. As of December 31, 2015, the Company’s Canadian uncertain tax positions, which reduce its deferred tax assets, aggregated $5.1 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 2009 through 2015 and vary by jurisdiction and issue. The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2015 and 2014 were as follows (in thousands): Balance, beginning of year Increases for tax positions related to current year Reductions due to lapsed statute of limitations Balance, end of year 2015 2014 $ $ 4,649 $ 1,084 (1,470) 4,263 $ 4,590 59 - 4,649 22. Accumulated Other Comprehensive Income The following table displays the change in the components of AOCI for the year ended December 31, 2015 and 2014: Balance as of January 1, 2015 Other comprehensive income before reclassifications Amounts reclassified from AOCI Net current-period other comprehensive income Balance as of December 31, 2015 Foreign Currency Translation Adjustments 329 $ (12,493) 18,780 (1) $ $ 6,287 6,616 $ Unrealized Gains on Available- for- Sale Investments 46,197 (5,946) Unrealized Gain/(Loss) on Interest Rate Swaps $ (1,404) $ (22) - (22) (1,426) $ Total 45,122 (18,461) (21,073) (39,534) 5,588 (39,853) (2) (45,799) 398 $ (1) During 2015, the Company recognized a cumulative foreign currency translation loss as a result of the liquidation of the Company’s investment in Chile. Amounts were reclassified on the Company’s Consolidated Statements of Income as follows (i) $19.6 million of loss was reclassified to Gain on sale of operating properties, net of tax, offset by (ii) $0.8 million of gain was reclassified to Equity in income of joint ventures, net. (2) Amounts 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 before reclassifications Amounts reclassified from AOCI Net current-period other comprehensive income Balance as of December 31, 2014 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) (43,045) 134,351 (1) 91,306 329 $ 20,202 - 20,202 46,197 $ (1,404) - (1,404) (1,404) $ (24,247) 134,351 110,104 45,122 $ 96 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) (1) 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, 2015, the Company had a net $6.6 million, of unrealized cumulative foreign currency translation adjustment (“CTA”) gains relating to its foreign entity investments in Canada. 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 2015, the Company began selling properties within its Canadian portfolio and as such, the Company may, in the near term, substantially liquidate its remaining investment in Canada, which will require the then unrealized gain on foreign currency translation to be recognized as a benefit to earnings. 23. Supplemental Financial Information: The following represents the results of income, expressed in thousands except per share amounts, for each quarter during the years 2015 and 2014: Revenues from rental properties 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 2015 (Unaudited) Mar. 31 $ $ 275,506 $ 310,342 $ Jun. 30 Sept. 30 Dec. 31 289,080 $ 127,000 $ 283,387 $ 77,572 $ 296,501 379,201 $ $ 0.72 $ 0.71 $ 0.27 $ 0.27 $ 0.15 $ 0.15 $ 0.87 0.87 2014 (Unaudited) Mar. 31 $ $ 219,152 $ 87,000 $ Jun. 30 Sept. 30 Dec. 31 237,432 $ 89,512 $ 246,555 $ 194,708 $ 255,749 52,781 $ $ 0.18 $ 0.18 $ 0.18 $ 0.18 $ 0.44 $ 0.44 $ 0.09 0.09 (1) All periods have been adjusted to reflect the impact of operating properties sold during 2014, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Income. Upon the adoption of ASU 2014- 08 on January 1, 2015, individual property dispositions will no longer qualify as a discontinued operation under the new guidance. In the fourth quarter of 2015, the Company changed the classification within the Company’s cash flow statement for certain transactions that occurred in the three months ended March 31, 2015 involving the sale of equity interests in entities owning real estate. The Company believes the new classification is a more meaningful reflection of these transactions and changed the Company’s cash flow from the initially reported amounts to reduce Distributions from joint ventures and other real estate investments within its cash flow from operating activities and increase Distributions from liquidation of real estate joint ventures within its cash flow from investing activities by $54.6 million for each of the three, six and nine months ended March 31, 2015, June 30, 2015 and September 30, 2015, respectively. This change of $54.6 million for the three, six and nine months ended during 2015 will be reclassified in connection with the Company’s filings on Form 10-Q during 2016 for purposes of reflecting comparative periods. 24. Captive Insurance Company: In October 2007, the Company formed a wholly-owned captive insurance company, KIC, which provides general liability liability insurance policy. The Company created KIC as part of its overall risk management program and to stabilize its the deductible under the Company’s third-party insurance coverage for all losses below 97 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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. KIC assumes occurrence basis general liability coverage for the Company and its affiliates under the terms of a reinsurance agreement entered into by KIC and the reinsurance provider. From October 1, 2007 through October 1, 2016, 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 $10.7 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, 2016. These amounts do not erode the Company’s per occurrence or aggregate limits. As of December 31, 2015 and 2014, the Company maintained a letter of credit in the amount of $23.0 million and $22.0 million, respectively, 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, 2015, has an expiration date of February 15, 2017, with automatic renewals for one year. Activity in the liability for unpaid losses and loss adjustment expenses for the years ended December 31, 2015 and 2014, 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 2015 2014 $ 18,078 $ 17,602 7,469 652 8,121 (1,214) (4,939) (6,153) 20,046 $ 7,281 (1,671) 5,610 (1,497) (3,637) (5,134) 18,078 $ For the years ended December 31, 2015 and 2014, the changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses resulted in an increase of $0.7 million and a decrease $1.7 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 2015. 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, 2015 and 2014, adjusted to give effect to these transactions at the beginning of 2014 and 2013, 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 2014, nor does it purport to represent the results of income for future periods. (Amounts presented in millions, except per share figures.) 98 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 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, 2015 2014 1,141.6 $ 594.4 $ 525.5 $ 1,150.2 344.4 280.8 1.27 $ 1.26 $ 0.68 0.67 $ $ $ $ $ 99 KIMCO REALTY CORPORATION AND SUBSIDIARIES SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS For Years Ended December 31, 2015, 2014 and 2013) Balance at beginning of period Charged to expenses Adjustments to valuation accounts Deductions Balance at end of period Year Ended December 31, 2015 Allowance for uncollectable accounts Allowance for deferred tax asset 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 $ $ $ $ $ $ 10,368 $ 34,302 $ 7,333 $ - $ - $ (6,397) $ (3,783) $ - $ 13,918 27,905 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 63,712 100 N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( I N O I 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 5 1 0 2 , 1 3 R E B M E C E D 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I 7 0 0 2 4 0 0 2 8 0 0 2 5 0 0 2 4 0 0 2 8 0 0 2 6 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 5 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 5 1 0 2 8 0 0 2 6 0 0 2 4 1 0 2 8 0 0 2 5 1 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 5 1 0 2 9 0 0 2 6 0 0 2 5 0 0 2 4 1 0 2 5 0 0 2 9 0 0 2 4 1 0 2 8 0 0 2 5 1 0 2 8 9 9 1 5 1 0 2 9 0 0 2 5 0 0 2 5 0 0 2 3 1 0 2 7 0 0 2 - - - - - - - - - - - - - - - - - - - - - - - - 4 5 9 , 5 8 5 9 3 2 , 8 2 9 , 5 6 - - - 6 2 7 , 7 3 2 , 8 2 9 7 , 0 3 4 , 0 3 6 3 8 , 3 4 4 , 3 2 4 6 4 , 9 1 4 , 4 - - 3 9 0 , 0 0 6 , 6 0 4 6 , 0 9 6 , 8 1 3 5 3 , 9 4 0 , 5 2 - - - - - - 5 3 5 , 4 5 3 , 6 3 9 6 , 5 9 2 , 5 1 8 6 1 , 0 0 0 , 2 1 - - - - - - 2 7 7 , 2 5 9 , 3 1 6 1 5 , 0 6 5 , 4 2 0 8 5 , 7 4 3 , 8 4 5 0 1 , 4 1 0 , 1 4 5 0 , 1 6 3 , 7 2 3 0 , 0 0 4 , 5 1 7 4 6 , 8 7 9 , 4 3 9 9 7 , 7 8 1 8 0 6 , 4 8 7 , 3 1 7 9 8 , 0 8 3 , 7 6 5 1 , 4 3 8 , 0 2 9 9 9 , 8 0 5 , 8 6 5 0 , 6 8 5 , 9 0 1 9 4 6 , 0 8 3 , 7 3 1 0 , 9 7 6 , 7 2 6 2 6 , 5 4 3 , 7 2 0 0 6 , 0 3 6 , 4 1 0 1 6 , 8 7 5 , 4 2 1 0 6 1 , 5 2 2 , 4 3 2 3 , 8 9 5 , 7 5 1 8 , 9 1 3 , 0 1 5 0 7 , 8 5 0 , 6 1 9 3 8 , 3 9 9 , 3 3 6 2 , 8 4 3 , 0 2 1 4 3 , 1 8 2 , 9 2 3 6 4 , 7 0 9 , 5 4 4 8 6 , 9 4 9 , 8 2 1 2 7 5 , 5 1 3 , 2 1 0 5 3 , 1 2 3 , 9 6 1 9 7 , 0 5 9 , 5 3 2 4 9 , 7 5 6 , 3 3 9 0 1 , 6 6 0 , 5 1 8 7 4 , 8 0 1 , 7 2 4 2 2 , 7 6 0 , 0 2 8 6 8 , 0 6 0 , 8 9 5 5 , 9 7 5 , 4 2 1 4 7 , 3 8 5 , 9 9 9 0 , 2 1 4 , 1 4 3 8 8 , 4 9 0 , 3 3 7 7 4 , 4 4 6 , 0 2 3 1 6 , 7 7 5 , 4 3 7 9 1 , 2 4 1 , 0 4 5 7 6 , 8 6 2 , 1 5 0 9 7 , 8 4 9 , 9 1 3 3 6 , 3 9 0 , 0 1 4 9 6 , 9 3 5 , 6 3 2 0 2 , 3 8 9 , 7 1 4 6 , 4 6 6 , 1 3 1 4 9 , 0 5 5 , 4 1 4 6 0 , 8 1 8 , 2 9 1 7 6 , 4 2 0 , 8 2 1 3 , 7 1 3 , 2 1 8 8 5 , 2 6 7 , 0 3 7 3 9 , 8 8 4 , 5 1 4 3 2 , 2 2 2 , 3 1 0 1 5 , 4 8 3 4 , 9 5 9 5 3 , 1 0 7 5 , 9 3 2 , 6 2 4 , 7 1 6 8 9 , 1 4 9 , 9 2 1 1 , 7 4 5 , 7 2 1 7 , 2 3 7 , 3 4 9 6 8 , 8 0 1 5 6 7 , 3 9 8 , 7 2 1 1 , 3 8 7 3 , 4 5 6 , 2 3 6 , 7 6 4 9 , 0 4 3 5 , 3 0 5 , 3 6 6 , 2 4 7 6 , 7 8 5 , 3 7 3 0 , 7 8 5 , 3 7 0 2 , 9 8 0 8 , 6 5 2 7 7 2 , 3 4 3 7 2 8 , 7 7 4 , 1 9 5 2 , 5 5 5 1 , 8 1 6 , 0 6 3 , 9 4 8 3 , 5 4 7 5 3 7 , 1 8 0 , 1 1 1 2 2 , 6 9 8 4 1 , 9 7 7 , 6 5 0 , 8 2 5 8 2 , 8 8 6 , 4 5 7 0 , 8 0 7 , 6 8 6 0 , 3 4 7 7 1 , 7 9 0 , 2 4 5 , 1 3 0 1 , 9 9 0 , 8 1 9 7 , 8 2 3 6 8 9 , 0 2 7 7 , 9 0 9 , 1 1 4 , 3 9 0 9 , 3 1 1 , 3 4 0 1 , 8 6 8 , 2 9 6 8 , 3 9 4 , 1 6 0 8 , 0 3 7 , 3 1 6 2 0 , 1 6 2 1 , 9 3 0 , 0 6 9 , 4 3 7 1 , 7 6 9 8 , 7 0 2 , 2 3 7 , 3 1 7 8 1 , 2 9 3 , 3 0 8 7 , 3 9 5 , 7 2 1 4 , 4 7 7 9 5 7 , 5 9 1 , 2 3 6 4 , 6 8 8 , 2 6 1 1 , 9 3 7 0 8 6 , 6 8 3 , 8 6 7 3 , 4 5 3 , 0 1 2 6 8 , 8 4 9 , 1 2 9 4 , 4 3 8 , 2 1 4 0 , 4 9 8 , 1 9 9 1 , 1 5 9 3 , 8 7 3 , 0 4 1 4 1 , , 5 5 7 6 8 9 1 4 , , 5 5 7 6 8 4 0 4 , , 0 0 0 0 0 5 1 , - , 5 1 6 8 1 0 1 , , 9 3 9 8 4 0 4 5 , , 2 9 4 0 2 4 7 , , 8 1 0 2 4 3 5 2 , , 9 5 7 5 2 5 2 4 , , 8 6 7 8 1 3 3 5 1 , , 4 7 0 3 7 4 8 3 , 3 3 2 6 4 , 1 5 0 4 3 6 , , 1 4 3 5 9 2 7 1 , , 1 4 7 5 6 4 6 3 , , 6 7 7 0 1 0 3 5 1 , 8 6 6 6 9 2 , 8 6 6 6 9 2 , , 3 7 3 8 7 6 1 2 , , 6 5 3 7 7 5 7 1 , , 9 0 0 4 6 1 1 1 , , 3 8 2 8 4 1 9 , , 0 1 8 6 6 4 8 2 , , 1 4 9 8 8 8 3 2 , , 5 4 9 9 4 8 3 1 , , 4 0 6 9 9 3 1 1 , , 2 5 1 4 4 0 0 1 , , 2 5 1 6 1 8 8 , , 7 8 6 6 6 2 1 3 , , 3 3 1 4 0 6 5 2 , , 3 6 6 2 3 9 0 3 , , 1 9 3 1 7 0 7 2 , , 8 1 4 5 3 8 4 2 1 , , 0 7 0 4 0 0 1 9 , 2 8 3 2 7 9 , , 5 6 8 5 7 5 5 1 , , 1 4 4 6 8 7 6 , , 7 7 6 6 4 0 8 , , 8 1 0 0 6 0 6 , - 2 9 9 7 0 3 , , 7 1 0 1 0 1 4 , , 6 2 7 5 1 0 2 , , 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 , , 8 4 3 1 3 8 3 3 , 7 6 3 , 4 3 2 , 4 7 0 6 , 5 9 0 6 7 , 8 3 1 , 4 , 7 7 8 3 7 9 4 1 , , 5 0 4 4 3 9 3 , , 2 7 4 9 3 0 1 1 , , 0 5 1 6 7 0 9 , , 5 8 6 8 4 6 6 , , 5 6 4 7 2 4 2 , , 4 7 0 5 7 8 1 1 , , 3 2 1 8 9 5 8 , , 1 5 9 6 7 2 3 , , 3 2 2 9 3 7 4 , , 3 2 2 9 3 7 4 , , 3 2 3 9 1 4 5 2 , , 4 8 6 3 2 4 0 2 , - , 9 3 6 5 9 9 4 , , ) 0 8 9 9 9 2 8 ( , , 7 6 3 3 9 6 8 2 , 9 9 7 3 , 4 6 0 0 3 1 , 7 3 7 0 1 5 , 0 6 1 8 4 1 , , 8 6 7 8 1 3 8 3 1 , , 5 2 7 6 6 1 1 , , 4 7 7 1 2 0 5 , , 7 6 3 2 7 8 1 , , 8 5 5 7 9 5 1 , 8 5 4 1 4 , 1 1 9 2 2 6 , , 8 9 1 0 7 8 5 , - 5 3 0 , 1 0 2 6 9 0 2 , 1 0 8 6 5 8 , 7 2 1 1 4 4 , ) 0 2 2 4 2 2 ( , , 9 5 5 5 6 8 2 , , 8 9 9 9 2 4 1 3 , , 2 0 6 5 5 5 5 2 , , 6 9 3 4 7 8 5 , , 1 1 4 9 7 0 2 , , 2 4 2 4 6 9 3 7 , , 7 7 2 3 0 6 0 6 , , 5 6 9 0 6 3 3 1 , , 9 6 9 7 3 6 3 3 1 , , 3 0 4 3 0 9 4 9 , , 6 6 5 4 3 7 8 3 , , 7 4 6 3 2 0 9 1 , , 0 1 4 6 1 4 3 1 , , 7 3 2 7 0 6 5 , - 0 0 3 4 3 1 , , 4 2 8 9 2 2 7 , , 2 6 5 7 7 1 4 4 , , 9 1 8 6 1 7 7 3 , , 3 4 7 0 6 4 6 , , 6 6 6 3 5 8 1 1 , , 8 1 4 4 6 0 7 8 , , 9 1 3 8 7 1 7 6 , , 9 9 0 6 8 8 9 1 , , 0 0 4 3 4 6 0 2 , , 8 8 8 2 9 4 7 3 , , 7 7 0 8 9 5 6 1 , , 1 1 8 4 9 8 0 2 , , ) 5 3 6 6 4 6 1 ( , 5 4 0 , 7 5 7 , 1 4 3 9 3 , 9 6 7 , 1 3 2 5 6 , 7 8 9 , 9 1 1 7 , 6 4 2 , 1 , 0 0 9 4 9 3 5 1 , , 4 8 1 6 8 8 2 1 , , 6 1 7 8 0 5 2 , , 4 6 4 9 2 8 4 3 , , 8 1 0 2 0 1 5 2 , , 6 4 4 7 2 7 9 , - 8 2 6 3 2 3 , , 3 3 1 9 7 4 3 2 , , 3 3 1 5 5 1 9 1 , , 0 0 0 4 2 3 4 , , 7 7 7 4 7 1 1 1 , , 7 8 4 6 9 8 7 , , 0 9 2 8 7 2 3 , 7 8 6 7 3 , , 0 8 4 6 3 1 1 , , 5 6 3 0 1 3 8 3 , , 5 8 6 1 2 4 1 3 , , 0 8 6 8 8 8 6 , , 5 4 8 1 5 4 2 1 , , 2 8 9 6 3 3 8 , , 3 6 8 4 1 1 4 , 7 2 1 6 7 6 , , ) 1 4 3 6 6 7 5 ( , , 8 6 9 5 0 9 2 4 , , 9 9 7 3 4 5 6 2 , , 9 6 1 2 6 3 6 1 , , 2 2 2 5 3 6 0 1 , , 9 0 9 5 5 3 4 3 , , 2 2 3 7 2 1 6 2 , , 7 8 5 8 2 2 8 , , 6 1 5 4 0 6 5 2 , , 8 3 7 4 4 3 6 1 , , 8 7 7 9 5 2 9 , - 9 4 9 4 4 7 , , 6 8 7 4 4 5 3 4 , , 5 1 7 4 2 4 0 2 , , 1 7 0 0 2 1 3 2 , , 4 0 4 4 7 8 3 5 , , 4 0 4 4 7 9 0 4 , , 0 0 0 0 0 9 2 1 , 2 6 8 , 0 6 6 , 4 5 0 7 2 , 2 1 1 , 8 3 2 9 5 , 8 4 5 , 6 1 2 6 5 9 9 3 , 6 7 0 , 1 9 5 , 0 0 7 5 8 2 0 2 , , 0 7 5 2 4 5 7 2 , , 5 4 0 8 6 8 0 1 , , 3 5 4 5 3 7 8 3 , , 5 6 6 9 6 8 0 1 , , 7 5 7 3 0 4 2 3 , , 1 2 6 7 3 9 2 2 , , 0 4 4 2 7 1 3 0 1 , , 4 7 1 6 6 2 4 1 , , 3 6 1 9 5 8 0 1 , , 6 5 7 4 9 2 0 2 , , 4 1 8 7 4 2 7 , , 5 1 5 5 9 8 7 , , 5 4 0 6 1 3 8 , , 0 0 0 2 5 5 2 , , 7 7 8 0 0 1 2 , , 7 2 8 2 5 7 8 2 , , 6 2 6 2 8 9 9 , , 9 4 1 9 6 6 7 , , 6 1 5 0 0 2 3 , , 1 1 6 7 7 8 4 2 , , 6 4 1 6 2 5 7 , , 7 5 2 5 4 3 8 1 , , 4 6 3 2 9 5 4 , , 7 5 7 3 6 9 2 6 , , 3 8 6 8 0 2 0 4 , , 4 7 5 3 4 9 8 , , 0 0 6 2 2 3 5 , , 5 4 1 3 9 8 7 , , 8 1 0 6 6 9 2 , - - - 3 4 4 7 3 , 3 8 5 9 6 , 5 3 4 2 7 9 , , ) 1 4 5 5 5 8 1 ( , , 8 7 9 2 8 3 7 1 , , 6 6 8 4 3 7 4 1 , , 2 1 1 8 4 6 2 , , 6 6 9 2 0 9 4 4 , , 6 6 9 2 0 6 9 2 , , 0 0 0 0 0 3 5 1 , , 3 3 4 3 7 1 7 1 , , 8 1 4 5 9 4 2 1 , , 5 1 0 8 7 6 4 , 1 7 7 8 5 8 , 4 7 0 2 8 5 , , 8 8 9 8 3 0 4 , - - 9 0 8 , 3 0 4 , 6 5 5 7 , 6 8 4 , 0 4 7 8 9 , 3 0 5 2 4 5 , 1 9 2 , 7 1 5 0 0 , 5 5 9 , 5 3 8 0 5 , 8 4 1 9 0 5 , 6 2 1 , 4 2 3 6 , 0 1 4 , 6 1 6 4 0 , 2 0 8 , 9 3 4 9 , 9 6 2 , 1 2 4 9 6 , 4 7 7 , 8 3 2 2 , 1 8 9 , 4 2 1 0 9 , 0 0 2 , 8 1 0 7 0 , 4 0 0 , 1 9 3 8 6 , 5 0 4 , 3 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 0 9 1 , 6 7 4 , 3 2 3 5 1 , 3 6 8 , 5 2 3 5 4 , 3 7 3 , 3 5 3 0 4 , 3 0 9 , 4 9 7 4 3 , 9 8 2 , 3 1 9 1 9 , 4 3 5 , 6 4 9 1 2 , 4 3 9 , 8 2 4 2 5 , 4 3 5 , 0 3 0 0 0 , 0 0 5 , 1 3 6 7 , 1 5 9 , 8 1 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 8 4 3 , 1 3 8 , 3 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 5 6 9 , 0 6 3 , 3 1 6 6 5 , 4 3 7 , 8 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 4 8 1 , 6 8 8 , 2 1 6 1 7 , 8 0 5 , 2 0 9 3 , 8 7 7 , 4 2 3 5 6 , 8 1 0 , 8 1 8 7 8 , 4 6 8 , 7 5 6 9 , 9 5 2 , 5 3 5 5 8 , 0 6 6 , 7 8 1 4 , 6 5 8 , 3 2 2 2 3 , 7 2 1 , 6 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 4 9 1 , 1 2 5 , 7 3 0 7 4 , 2 9 7 , 3 1 8 6 1 , 5 1 2 , 6 9 3 3 , 1 1 8 , 7 1 3 2 , 7 0 0 , 0 3 1 1 6 , 7 7 8 , 4 2 7 5 2 , 5 4 3 , 8 1 7 5 7 , 3 6 9 , 2 6 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 4 4 , 7 2 7 , 9 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 7 8 5 , 8 2 2 , 8 8 7 7 , 9 5 2 , 9 0 0 0 , 0 0 1 , 1 0 0 0 , 0 0 9 , 2 1 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 6 4 1 , 6 2 5 , 7 4 6 3 , 2 9 5 , 4 3 8 6 , 8 0 2 , 0 4 0 0 6 , 2 2 3 , 5 8 1 0 , 6 6 9 , 2 2 1 1 , 8 4 6 , 2 5 1 0 , 8 7 6 , 4 0 0 0 , 0 0 3 , 5 1 S L L A M O T U A R E L D N A H C I G N D L I U B K N A B Y E K E V O R G E H T 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 R A S E M I 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 N O Y N A C . N - K A E P E L C A N I P I E D I S N A T N U O M @ A Z A L P 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 H C N A R L L A M M U R T C E P S N W O T S I R H C 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 I R P R U S G N I P P O H S 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 I D A M 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 Y R T N U O C D L O G G N I S S O R C K R A P R E V R 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 N W O T S L L I H N L O C N I L R E T N E C A Z A L P Y T N U O C H T R O N E G A L L I V O N I T R E P U C S D A O R S S O R C O C H C I ) S Y E L A R ( E D A N A L P S E & T S A E O C H C I R E T N E C S L L I H A N O R O C E C A L P T E K R A M G N I P P O H S E G A L L I V D N A B A L 4 4 5 - A Z A L P Y A W D A O R B A Z A L P S L L I H A N O R O C R E T N E C O R T E M 0 8 2 101 E C A L P T E K R A M A P A N H T U O S I E G D R H T R O N I D A Z A L P R E T N E C G N I P P H S R A M A D N I L A Z A L P Y T I C D O O W D E R E R T N E C Y T I C Y A W O P 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 H C N A R R E K C O R C H C N A R D R O F N A T S R E T N E C G N I P P O H S D L O G R A M I I E G A L L 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 E C A L P T E K R A M N O T L U F E R A U Q S Y E L L O R T E E T N A S L E M R A C O G E I D N A S / I N A T N U O M . . I C S R A F O T A V O N N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( I N O I 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 5 1 0 2 , 1 3 R E B M E C E D 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I 5 1 0 2 5 1 0 2 2 1 0 2 6 0 0 2 5 1 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 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 5 1 0 2 5 1 0 2 4 9 9 1 7 9 9 1 5 0 0 2 5 1 0 2 5 1 0 2 5 1 0 2 5 1 0 2 5 1 0 2 5 1 0 2 9 0 0 2 4 1 0 2 1 7 9 1 3 0 9 , 9 6 8 , 4 1 1 1 7 , 0 1 4 , 1 1 0 4 1 , 5 9 3 , 0 2 9 0 9 , 1 9 5 , 2 9 2 0 , 7 6 0 , 3 - 5 2 0 , 1 3 7 , 3 2 - - - - - - - - - - - - - - - 8 8 7 , 6 7 6 , 5 4 2 9 , 4 0 8 , 8 - - - - - - - - - - - 9 3 4 , 2 4 6 , 5 - - - - - - - - - - 2 0 5 , 2 6 5 , 5 3 3 3 , 2 5 4 , 1 7 5 0 , 5 3 3 , 4 3 3 0 7 , 8 5 8 0 4 8 , 7 6 2 , 2 3 3 2 6 , 0 1 0 , 6 3 7 4 6 , 0 7 2 , 6 1 4 4 , 9 9 2 , 2 1 5 7 0 , 1 4 7 , 5 3 1 2 3 2 , 7 2 9 , 9 2 2 2 8 , 5 3 3 , 3 3 7 1 6 , 7 1 1 , 3 1 9 3 4 , 3 8 4 , 4 6 5 8 , 6 8 4 , 5 1 2 2 , 9 9 0 , 2 9 0 2 , 7 6 6 , 1 2 5 4 9 , 0 1 5 3 2 0 , 6 8 6 , 2 0 8 1 , 6 6 0 , 7 4 7 5 , 6 3 4 , 0 2 3 5 4 , 9 5 9 , 5 2 3 9 9 , 3 8 2 , 9 9 9 3 , 6 8 6 , 3 1 0 0 5 , 3 3 7 , 3 6 2 2 , 0 1 5 , 5 9 1 4 , 5 6 4 , 7 2 1 6 2 , 7 4 7 , 4 1 3 6 6 , 4 1 7 , 1 3 6 7 2 , 6 8 9 , 9 2 0 0 1 4 9 3 , 8 0 3 , 1 3 2 7 1 , 2 0 3 , 5 1 3 3 , 0 8 5 , 6 3 6 9 8 , 1 9 2 , 4 1 2 8 , 2 6 0 , 6 1 8 8 7 , 2 8 7 , 3 3 1 5 7 , 8 9 2 , 2 5 7 5 , 5 9 0 , 0 1 4 8 3 , 7 1 2 , 1 1 9 4 0 , 1 8 0 , 1 4 2 4 , 9 6 1 , 4 5 1 5 , 5 5 0 , 6 7 7 1 , 3 6 9 , 4 1 2 3 9 , 9 8 8 , 5 1 2 6 , 4 2 7 , 2 3 8 8 , 1 6 5 , 2 6 2 3 , 1 9 7 , 9 6 0 5 , 7 2 1 , 2 2 5 8 2 , 6 6 0 , 2 4 4 4 , 6 2 8 , 3 6 2 2 , 9 9 0 , 6 3 3 9 0 , 1 0 0 1 , 4 8 1 , 8 1 1 , 2 6 6 7 , 6 0 2 , 5 4 1 9 , 4 3 5 9 1 8 , 0 6 8 , 3 4 7 1 2 , 6 0 5 , 1 3 0 9 , 8 3 8 , 3 2 4 3 , 6 6 4 , 5 9 1 9 , 3 3 6 , 2 2 2 7 , 6 9 3 , 3 9 6 4 , 8 3 2 , 1 6 6 5 , 4 7 3 , 3 5 0 2 , 7 9 2 0 6 0 , 4 8 6 , 1 3 0 2 , 2 1 4 , 3 6 9 4 , 6 3 0 , 3 0 0 2 , 7 0 0 3 , 4 8 1 , 9 0 1 , 1 3 2 3 , 2 1 6 , 1 0 0 5 , 6 6 5 4 6 , 4 9 0 , 3 6 4 7 , 7 3 2 , 3 1 8 1 , 8 8 8 3 5 5 , 1 3 8 , 1 1 5 9 3 , 5 7 5 2 1 , - 0 9 6 , 6 4 8 , 2 5 8 6 , 9 2 5 0 9 5 , 8 3 7 , 5 9 5 1 , 9 2 1 - 9 9 6 , 4 7 2 2 , 1 0 8 , 0 0 4 , 2 0 6 3 , 6 9 9 , 5 8 3 0 , 3 3 3 4 4 8 , 2 3 2 7 0 , 3 4 3 3 , 8 9 9 , 4 8 3 , 3 8 1 2 , 1 6 9 , 4 5 2 5 , 7 2 2 3 0 9 , 5 9 3 4 5 , 6 2 1 7 3 8 , 1 9 7 5 2 7 , 7 6 1 6 1 5 , 6 4 2 5 7 , 2 1 8 , 2 4 6 9 , 9 7 3 8 , , 0 6 7 3 9 1 5 3 , , 5 6 1 2 4 3 0 2 , , 5 9 5 1 5 8 4 1 , , 3 3 9 8 6 2 3 3 , , 7 0 8 8 2 1 8 3 , , 1 6 9 3 2 3 0 2 , , 2 7 9 4 4 9 2 1 , , 4 4 2 0 2 2 4 2 , , 3 6 5 8 0 9 3 1 , 3 1 4 , 7 7 4 , 1 1 3 1 4 , 7 3 3 , 9 0 0 0 , 0 4 1 , 2 , 5 5 3 4 3 8 2 1 , , 7 6 6 8 1 3 8 , , 8 8 6 5 1 5 4 , , 4 9 8 1 0 6 9 7 1 , , 7 8 5 7 2 4 3 6 1 , , 7 0 3 4 7 1 6 1 , - - - ) 1 6 5 3 8 8 ( , 9 5 6 , 1 8 0 , 1 , 5 2 0 9 0 6 8 9 , , 5 2 7 4 7 1 7 3 , , 9 7 0 9 7 8 9 2 , , 6 4 6 5 9 2 7 , , 9 4 4 3 3 4 1 3 , , 5 8 0 0 5 7 9 1 , , 4 6 3 3 8 6 1 1 , 8 6 5 6 2 1 , , ) 7 6 2 8 3 5 1 ( , , 9 5 9 3 8 5 8 1 , , 8 6 5 5 6 5 5 1 , , 1 9 3 8 1 0 3 , , 9 0 5 3 0 5 7 , , 8 5 3 7 1 1 7 , , 1 4 0 9 6 9 5 , , 7 1 3 8 4 1 1 , , 2 9 7 0 6 3 1 , , 8 7 5 3 8 8 8 , , 0 1 0 3 8 3 7 , , 8 6 5 0 0 5 1 , , 6 0 9 2 0 2 1 , , 7 8 7 3 7 4 5 , , 7 0 4 8 3 8 4 , 0 5 1 8 0 8 , 3 8 9 6 4 6 , , 3 8 0 0 7 3 4 , , 6 4 2 4 6 5 3 , 3 8 3 , 8 7 4 , 0 1 6 8 8 , 4 2 2 , 9 , 8 7 6 5 0 9 2 2 , , 3 9 2 1 7 9 3 1 , , 5 8 3 4 3 9 8 , 0 8 3 5 3 6 , 7 6 1 1 6 1 , 7 3 8 5 0 8 , 7 9 4 , 3 5 2 , 1 , 0 7 0 3 7 4 3 2 , , 5 7 9 9 5 1 0 2 , , 5 9 0 3 1 3 3 , , 3 5 6 6 6 9 8 2 , , 2 7 5 9 2 6 3 2 , , 1 8 0 7 3 3 5 , , 7 7 1 3 9 3 0 1 , , 0 0 0 0 0 8 3 , , 2 2 7 8 9 2 5 1 , , 1 7 8 4 0 6 8 , , 5 6 1 3 0 7 0 3 , , 2 4 4 5 3 6 5 1 , , 6 1 2 6 4 5 3 4 , , 1 7 6 1 6 5 2 4 , , 4 8 0 5 5 1 4 3 , , 8 5 6 2 8 3 8 , , 9 1 5 0 1 0 2 , , 5 8 8 3 8 7 1 1 , , 7 3 8 4 1 5 3 , , 0 0 0 0 6 6 2 , , 0 0 0 0 4 1 1 , , 5 9 2 8 7 0 7 , , 6 7 5 6 2 5 1 , , 6 9 3 0 2 9 0 2 , , 2 4 4 5 3 6 5 1 , - , 9 6 7 2 8 7 9 , , 0 0 1 0 6 9 5 3 , , 6 1 1 6 8 5 7 , , 3 0 7 6 5 8 4 3 , , 8 6 9 4 0 7 7 , , 0 0 5 0 0 0 7 2 , , 4 8 5 4 5 1 7 , , 7 5 8 1 3 8 5 , , 9 0 1 0 2 6 4 , , 8 4 7 1 1 2 1 , , 1 2 9 8 1 3 2 4 , , 9 4 0 0 5 1 2 3 , , 2 7 8 8 6 1 0 1 , 0 0 1 - , 5 5 0 1 2 4 4 , , 1 2 8 2 6 0 6 1 , - , 0 8 6 6 9 3 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 , - 0 0 1 5 7 8 3 3 7 , , 5 7 3 4 2 0 3 , , 1 2 8 2 6 0 6 1 , , 5 3 9 1 9 0 6 1 , , 8 5 7 2 0 2 3 1 , , 7 7 1 9 8 8 2 , , 2 1 8 6 7 4 1 , , ) 6 8 2 8 6 6 1 ( , - 6 1 4 0 9 , 5 9 5 1 3 3 , 8 0 6 , 9 9 5 , 1 ) 0 1 7 8 4 7 ( , - - 4 7 5 1 2 , 9 6 9 7 2 , 1 2 2 4 5 9 , 4 7 8 0 4 1 , , 4 2 2 2 9 3 4 1 , , 3 6 0 9 5 0 4 , ) 0 8 7 8 0 5 ( , 9 9 4 9 , 3 3 0 7 5 2 , , 6 7 5 1 3 2 4 , , 5 3 1 1 9 6 1 , - ) 5 1 2 1 5 7 ( , , 6 7 1 0 3 8 1 , , 0 8 9 1 5 4 1 , , 2 2 4 0 5 5 1 1 , , 3 9 8 3 1 1 1 , , 1 8 4 9 7 1 8 , 5 3 9 1 7 7 , , 6 9 4 2 1 5 7 , , 6 9 4 2 0 8 6 , , 1 4 9 0 7 3 3 , 8 5 9 1 4 3 , 0 0 0 0 1 7 , - - , 9 8 5 9 5 9 3 , , 3 1 5 0 4 4 9 , , 3 1 5 1 9 7 7 , , 0 0 0 9 4 6 1 , , 2 1 2 5 6 1 1 , 5 6 1 , 2 4 3 , 0 2 5 9 5 , 1 5 8 , 4 1 1 6 9 , 3 2 3 , 0 2 6 9 8 , 4 2 3 , 8 2 3 5 7 , 5 5 2 , 8 7 6 6 , 8 1 3 , 8 2 6 5 , 8 1 8 , 4 6 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 3 1 8 , 8 1 7 , 5 5 7 1 , 6 9 4 , 6 1 3 8 9 , 6 4 6 0 5 6 , 2 3 2 , 3 8 7 2 , 5 2 6 , 7 9 5 5 , 9 6 0 , 0 2 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 4 2 0 , 8 4 3 , 3 2 0 4 6 , 7 9 7 , 0 3 - 8 3 7 , 6 6 9 7 2 , 9 0 5 , 7 2 0 1 6 , 0 1 6 , 4 6 1 0 , 3 9 8 , 1 3 - 7 8 4 , 7 5 0 , 6 3 1 0 5 , 5 9 2 , 2 5 5 9 , 8 3 7 , 1 1 1 8 4 , 9 7 1 , 8 5 3 9 , 1 7 7 7 0 9 , 2 4 8 , 2 1 0 3 , 6 2 6 , 6 2 7 9 , 4 4 9 , 2 1 2 7 4 , 7 8 6 , 0 1 0 0 0 , 0 4 1 , 2 8 8 6 , 5 1 5 , 4 7 0 3 , 4 7 1 , 6 1 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 1 4 7 , 2 2 1 5 8 5 , 4 5 1 , 7 8 4 7 , 1 1 2 , 1 2 7 8 , 8 6 1 , 0 1 6 8 6 , 1 7 3 , 4 1 - 5 1 3 , 1 5 7 5 7 8 , 3 7 5 0 0 0 , 1 0 9 , 2 1 4 9 , 0 7 3 , 3 8 5 9 , 1 4 3 0 0 0 , 0 1 7 0 0 0 , 9 4 6 , 1 5 9 3 , 4 2 9 , 9 1 0 4 4 , 8 0 6 , 4 1 5 5 9 , 5 1 3 , 5 2 7 9 , 8 7 0 , 2 7 6 4 , 9 2 5 , 2 1 5 5 9 , 5 1 3 , 5 , 7 5 4 7 1 1 6 , , 4 9 9 3 7 3 5 , , 4 2 5 0 2 8 2 , , 2 3 8 8 8 4 2 , , 6 2 4 8 8 6 2 , , 0 0 7 8 5 3 2 , 3 4 3 , 9 1 9 , 2 2 5 3 7 , 7 0 5 , 0 2 3 6 4 3 4 7 , 2 9 6 1 3 3 , 6 2 7 9 2 3 , 8 0 6 , 1 1 4 , 2 , 1 5 0 9 5 9 9 , , 5 9 8 7 4 7 6 , , 1 0 8 2 1 1 2 , , 2 1 0 0 1 3 1 , , 6 9 1 9 3 6 6 , , 4 1 3 1 3 6 5 , , 6 5 1 1 1 2 3 , 9 8 7 2 0 8 , , 2 8 8 7 0 0 1 , - - - - - - , 9 1 5 7 0 7 4 , 4 9 9 , 3 7 3 , 5 2 3 8 , 8 8 4 , 2 0 0 7 , 8 5 3 , 2 5 9 8 , 7 4 7 , 6 5 3 7 , 7 0 5 , 0 2 2 1 0 , 0 1 3 , 1 0 0 0 , 0 4 4 , 1 3 6 4 , 3 4 7 2 9 6 , 1 3 3 6 2 7 , 9 2 3 8 0 6 , 1 1 4 , 2 6 5 1 , 1 1 2 , 3 9 8 7 , 2 0 8 6 7 6 , 1 9 4 N W T S O T I U Q S A N E P O H C N A R S O T I U Q S A N E P O H C N A R I R T C E N W O T S T H G I E H Y T I C I I . R T C R E T N E C G N I P P O H S E K A L T S E W S S A P R E N N O D T A Y A W E T A G S D A O R S S O R C E E K C U R T K R A P E H T N O E G A L L I V E G A L L I V D O O W E K A L H C N A R I V A S G N I P P O H S E G D R H T R O N I . . C S K N A B T S A E R E T N E C . . C S E C A L P Y C N U Q I 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 . . C S S N I L L O C T R O F S N O M M O C Y E L E E R G E G A L L I V 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 K R A P H T U O S T A T E K R A M . . C S T S E W E G A T I R E H 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 . C S . . . C S K E E R C G N R P S I A N A I T S I R H C T A E D A N E M O R P 4 1 / 8 1 / 2 1 d l o s - E L A D N R U B U A S N O M M O C E N W Y D N A R B I S G N I S S O R C E D N A R G A T I N O B I A T I N O B O E D V D O O W Y L L O H 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 D N A R G E D A N E M O R P E R A U Q S L A R O C A Z A L P D O O W E L P A M G N I P P O H S G N I S S O R C W E L R U C A R A B R A B A T N A S T A S P O H S 1 E S A H P A R A B R A B A T N A S T A S P O H S 2 E S A H P A R A B R A B A T N A S T A S P O H S 3 E S A H P R T C G N I P P O H S M R A F T S E W A Z A L P T O P E D E M O H K R A P R E V R N O T L I W I S N O Z I 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 R T C G N I P P O H S R E T N E C N O S I D D A T A X I L B U P R E T N E C N O S I D D A . . I C S E T N O P L A R O C A Z A L P Y T I R O H T U A S T R O P S I G N D L I U B F O R P . / S S E R P Y C E L A D R E D U A L T F . . . C S N W O T W E N 102 , 0 9 1 9 7 4 4 4 , , 0 3 4 0 2 2 0 3 , , 0 6 7 8 5 2 4 1 , , 0 4 0 8 7 1 2 , 0 9 3 , 2 4 0 , 8 2 0 6 7 , 8 5 2 , 4 1 K E E R C N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( I N O I 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 5 1 0 2 , 1 3 R E B M E C E D 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I 3 0 0 2 5 0 0 2 8 6 9 1 9 6 9 1 4 7 9 1 8 6 9 1 8 6 9 1 5 0 0 2 8 6 9 1 3 1 0 2 9 0 0 2 5 1 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 5 1 0 2 5 1 0 2 5 1 0 2 7 0 0 2 7 0 0 2 1 1 0 2 3 1 0 2 3 1 0 2 8 0 0 2 8 9 9 1 9 0 0 2 5 1 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 5 9 9 1 7 9 9 1 8 9 9 1 4 0 0 2 3 1 0 2 4 1 0 2 5 9 9 1 8 0 0 2 8 0 0 2 5 1 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 - - - - - - - - - - - - - - - - - - - - - 1 4 1 , 2 0 8 , 5 - 9 2 2 , 2 8 1 , 1 1 4 8 1 , 0 0 9 , 3 2 - - - - - - 5 4 7 , 4 5 1 , 8 6 1 5 , 3 2 4 , 5 - - - - ) 0 ( - - - - - - - - 1 9 3 , 0 3 0 , 5 1 3 4 5 , 7 1 7 , 8 2 4 7 4 , 3 2 7 , 2 1 - - - - - 0 0 1 , 4 1 5 , 7 2 0 0 0 , 0 5 1 4 4 2 , 1 7 0 , 3 2 1 8 9 , 1 4 1 , 0 1 6 9 8 , 3 4 5 , 7 7 1 4 0 , 5 5 2 , 3 1 0 6 5 , 5 9 9 , 1 3 4 9 2 , 7 1 0 , 3 1 5 9 5 , 4 4 0 4 7 , 3 5 5 0 2 6 , 9 7 5 , 7 9 2 3 , 1 2 6 , 2 2 2 5 0 , 1 0 6 9 3 2 , 2 7 1 , 1 4 1 0 , 5 8 6 5 5 9 , 0 7 4 , 1 4 4 7 , 9 8 0 , 7 9 3 7 , 0 9 5 , 4 1 5 0 , 3 9 2 , 9 3 0 3 , 0 8 4 , 2 6 4 5 , 6 9 5 , 8 3 9 8 5 , 0 0 1 , 1 1 2 0 6 , 3 0 0 , 7 1 9 1 9 , 8 2 5 , 7 1 3 9 5 , 5 7 2 , 1 0 1 4 , 5 0 6 , 1 9 4 0 5 , 3 4 7 , 6 2 9 8 5 , 0 9 8 , 1 1 2 4 9 , 6 5 5 , 0 1 7 3 9 , 7 2 4 , 2 6 3 4 3 , 9 1 7 , 1 4 8 7 1 , 3 3 7 , 2 2 0 0 9 , 3 1 4 , 7 1 8 3 2 , 4 5 5 , 3 2 7 6 0 , 1 5 5 , 1 8 5 1 , 6 5 3 , 2 2 4 6 0 , 0 5 9 , 6 1 9 5 7 , 7 5 1 , 3 1 6 9 2 , 9 9 2 , 1 5 9 4 , 0 4 0 , 1 1 2 6 , 8 8 3 , 5 1 0 5 , 0 8 0 , 6 1 8 1 3 , 2 9 5 , 8 9 7 3 , 0 5 0 , 9 9 8 5 , 5 0 4 , 9 1 6 7 5 , 6 7 3 , 5 3 1 7 , 5 0 0 , 1 1 0 2 2 , 9 5 5 , 1 2 6 5 5 , 3 9 4 , 2 4 9 4 7 , 8 9 8 , 1 2 8 9 4 , 2 4 1 , 3 1 3 0 6 , 5 9 1 , 5 3 3 0 8 , 4 4 4 , 9 5 3 9 , 8 2 7 , 7 2 6 6 1 , 5 3 4 , 7 6 9 8 , 7 5 6 , 8 3 - 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R T C G N I P P O H S E C A L P R E V R I . . C S N O I T A T S L A V U D L F , 1 # E L A D R E D U A L T F 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 I C - I R T . . C S S E L A W E K A L A Z A L P G N I P P O H S S E I T I C - I R T . . C S D A O R R E L L I M A Z A L P S E K A L E L A D N E K G N I S S O R C N O I T A T N A L P T T I R R E M F O E R T N E C A Z A L P T S E W R E L L I M . . C S E R A U Q S A C I S R O C A Z A L P L L I H K R A P K R A P R E L G A L F L F , N O T L I M L E C R A P T U O N O R V E H C . . C S E T A G E V O R G A Z A L P A S A N G N I S S O R C Y R A D S E V I I 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 I A N E R G N I P P O H S N O H T A R A M . . C S O D O S R E T N E C I I M A M - E I X D N N W I I 103 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 A Z A L P E E B E L T T U T . . C S I I M A M H T U O S A Z A L P E E R T K A O S N O M M O C D O O W L L O R R A C G N I P P O H S L L E B N O I S S I M S N O M M O C E G A L L I V . T N E C G N I P P O H S . . C S S N O M M O C E G A L L I V 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 R E T N E C I E G D R B S E N Y A H T A T E K R A M Y R E W O L F - S E P P O H S E G A L L I V E C A L P T E K R A M K L A W R E V R I E G A L L I V Y R B M E T E K R A M E L L I V E C N E R W A L G N I S S O R C S K R O F E V I F H C N A R B 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 E G A L L I V S K A O D N A R G . . C S S E W O L . . I C S E T N O P O N A P M O P . . I C S S G N D N A L E D I S R E V R I N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( I N O I 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 5 1 0 2 , 1 3 R E B M E C E D 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I 6 0 0 2 5 0 0 2 2 7 9 1 2 7 9 1 0 7 9 1 6 9 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 3 1 0 2 7 9 9 1 8 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 8 0 0 2 7 9 9 1 8 9 9 1 2 1 0 2 8 9 9 1 8 9 9 1 3 9 9 1 8 0 0 2 0 1 0 2 0 1 0 2 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 5 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 - 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- 6 1 8 8 8 1 , - 0 8 0 4 1 1 , 0 5 4 5 1 2 , 6 2 2 7 1 , , 6 2 2 0 7 0 1 , 3 5 7 9 7 1 , , ) 2 5 4 6 9 2 4 ( , - 0 1 0 8 7 5 , , 3 4 9 1 0 8 8 , , 7 0 2 5 0 5 0 1 , , 3 8 0 4 5 7 9 , 4 2 1 1 5 7 , , 4 4 2 2 9 4 6 5 , , 7 4 0 4 5 4 1 4 , , 7 9 1 8 3 0 5 1 , , 1 3 4 8 8 3 6 1 , , 3 4 0 8 8 0 1 1 , , 8 8 3 0 0 3 5 , , 7 0 9 0 3 1 2 1 , , 4 7 8 7 6 9 8 , , 3 3 0 3 6 1 3 , , 5 7 5 4 7 4 3 2 , , 9 3 1 0 8 5 9 1 , , 6 3 4 4 9 8 3 , , 8 1 3 1 5 9 4 , , 7 8 4 8 2 8 6 , 3 8 1 , 2 9 9 , 1 1 , 1 4 9 6 5 1 7 4 , , 9 1 7 0 8 5 1 2 , , 8 6 4 0 2 8 6 1 , , 5 5 9 1 6 8 2 , 2 2 4 3 4 3 , 5 1 0 , 8 0 7 , 0 1 , 3 4 1 1 3 7 9 3 , , 4 9 2 5 3 0 6 1 , , 0 3 4 7 3 6 2 1 , , 7 2 8 3 5 9 1 1 , 4 4 8 8 4 8 , , 3 6 3 9 8 0 2 , , 5 6 0 5 8 4 6 , 8 6 1 , 4 8 2 , 1 , 8 9 7 5 2 4 7 , , 5 2 4 5 4 5 5 , , 8 3 0 3 8 1 4 , , 3 8 9 4 0 1 1 1 , , 2 7 1 7 6 5 2 , , 4 4 9 4 8 9 1 , 8 2 2 2 8 5 , , 6 7 1 4 8 5 8 , , 1 6 9 5 5 9 3 , , 5 1 2 8 2 6 4 , , 1 8 4 4 7 3 2 , , 6 0 6 0 1 2 1 , , 5 7 8 3 6 1 1 , 9 9 3 , 1 9 3 , 7 1 1 8 4 , 0 1 0 , 0 1 8 1 9 , 0 8 3 , 7 , 7 0 2 5 1 3 7 , - - 0 0 5 4 7 , 4 9 1 1 7 7 , ) 7 7 0 2 1 8 ( , ) 2 9 6 4 6 3 ( , 2 6 1 , 3 2 4 , 5 - ) 6 6 7 8 8 2 ( , 5 4 5 2 4 4 , - ) 6 1 6 9 0 1 ( , 0 3 5 0 2 4 , 3 3 9 5 1 , 2 6 3 , 3 2 - 1 0 1 , 2 0 0 , 2 - 6 7 4 , 2 5 1 , 2 3 5 3 , 2 2 2 , 2 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 0 8 8 , 6 6 8 , 1 1 1 0 5 , 1 4 1 , 8 2 6 7 1 , 2 7 5 , 6 9 2 1 , 6 2 8 , 5 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 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 9 0 2 , 8 4 8 , 6 2 8 0 , 1 0 4 , 4 2 6 6 9 , 0 6 2 , 4 2 4 9 , 5 8 7 , 7 7 0 0 , 6 3 8 , 0 1 2 5 6 , 4 9 4 8 6 3 , 2 5 6 , 5 8 0 9 , 3 5 5 , 7 2 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 8 4 6 , 6 2 2 , 3 0 1 1 , 4 5 9 , 7 1 2 2 4 , 3 4 3 3 5 8 , 4 8 2 , 5 3 4 1 , 1 3 7 , 9 3 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 - 5 2 5 , 0 0 5 7 4 6 , 3 1 0 , 3 1 2 5 , 5 0 8 0 4 2 , 1 0 5 , 6 - 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 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 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 1 3 0 , 5 7 6 , 1 0 3 2 , 4 5 5 , 9 2 7 6 , 3 0 8 , 1 5 9 8 , 6 8 5 , 4 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 S N O M M O C N O T G N M O O L B I G N I P P O H S E K A L L A T S Y R C R E T N E C T E E R T S H T 7 8 I O G A C H C N O T S L E A Z A L P K R A P S R E N W O D A Z A L P K R A P S R E N W O D . . C S Y R T N U O C & N W O T L L A M K R A P T S E R O F E R T N E C Y T I C W E I V R A F I R E E D L I K T A S P O H S R E T N E C G N I 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 N W A L K A O F O E C A L P T E K R A M A Z A L P T S E W R E P A N R E T N E C T C E P S O R P T N U O M G N I P P O H S N I E L E D N U M R E T N E C S G N I S S O R C D R O F K C O R E R A U Q S N E E R G R E V E . . C S D O O W M A E R T S I E T N O P E I K O K S 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 . . C S K R A P D N A L R O E R A U Q S S L L I H N R O H T W A H 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 . . C S K R A P H T U O S K N A B T S E W T A E R T N E C A Z A L P R O D A S S A B M A A Z A L P E D I S T S A E A Z A L P N O T G N B A I K L A W U O Y A B 104 . 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 E R A U Q S E L A D N E L G A Z A L P Y E S S I R R O M 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 7 9 1 , 8 3 0 , 5 1 . . C S S I N N A Y H F O L A V I T S E F 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 8 9 7 , 5 2 4 , 7 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 3 8 9 , 4 0 1 , 1 1 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 K O O R B S B B O H T A R E T N E C E N I L - N I E R A U Q S N N N V I I . C S . . T S N O T G N H S A W 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 S I D A R A P A Z A L P T N O M L E B A Z A L P E R A U Q S N N N V I I N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( I N O I 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 5 1 0 2 , 1 3 R E B M E C E D 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I 4 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 5 1 0 2 4 1 0 2 4 1 0 2 4 1 0 2 3 1 0 2 2 1 0 2 5 1 0 2 5 1 0 2 5 1 0 2 5 1 0 2 4 1 0 2 5 1 0 2 2 0 0 2 4 1 0 2 3 0 0 2 1 1 0 2 3 1 0 2 5 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 5 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 3 9 9 1 3 9 9 1 6 0 0 2 5 0 0 2 8 9 9 1 8 9 9 1 2 7 9 1 8 6 9 1 - 7 3 0 , 7 5 2 , 4 6 5 7 , 4 9 7 , 2 1 5 0 2 , 2 0 9 , 2 1 9 6 7 , 0 3 7 , 9 1 6 5 3 , 4 5 4 , 6 1 - - - - 9 2 5 , 2 2 6 , 4 1 4 1 9 , 1 1 3 , 4 1 9 0 8 , 4 4 7 , 8 1 - 1 6 4 , 0 1 7 , 3 2 3 6 9 , 8 4 4 , 0 1 - 9 2 5 , 0 6 8 , 2 2 - - - 5 3 7 , 5 3 3 , 4 1 - - - - - - - 2 3 2 , 2 4 4 , 5 - - 3 8 6 , 8 1 5 , 8 - - 7 8 0 , 8 9 0 , 2 7 7 2 , 6 6 5 , 6 - 7 1 5 , 2 3 8 , 4 1 2 9 , 9 9 7 , 4 1 2 7 5 , 3 6 0 , 4 1 - - - - - - - - - - - 0 8 4 , 4 3 0 , 0 1 4 7 2 , 4 2 9 , 9 1 4 4 6 , 3 4 1 , 7 3 9 8 3 , 7 0 7 , 6 2 2 0 4 , 4 0 9 , 3 1 8 7 0 , 7 8 7 , 9 1 5 1 5 , 9 4 1 , 0 3 3 1 2 , 0 3 2 , 9 3 5 8 4 , 6 9 0 , 4 1 5 2 3 , 2 7 8 , 0 1 5 1 8 , 0 3 8 , 6 3 5 0 7 , 3 3 4 , 3 3 8 5 0 , 9 1 0 , 3 3 0 3 8 , 1 8 5 , 2 9 9 1 , 4 6 2 , 9 3 2 3 9 , 3 6 0 , 6 2 6 8 2 , 6 5 2 , 1 2 8 1 3 , 9 4 3 , 8 3 1 8 5 , 3 7 0 , 2 4 9 0 , 0 5 6 , 6 1 7 5 5 , 7 4 2 , 0 2 8 4 3 , 9 9 0 , 0 3 9 8 9 , 5 9 6 , 1 5 5 2 1 , 2 6 9 , 1 2 5 5 2 , 6 0 5 , 2 1 6 7 1 , 5 7 3 , 4 2 7 1 , 6 3 6 , 3 1 9 8 5 , 7 6 7 , 3 3 1 3 , 0 1 4 8 3 9 , 8 0 1 , 6 1 2 3 8 , 1 5 4 , 4 2 6 0 4 , 6 8 1 , 0 1 6 6 0 , 2 9 0 , 5 1 4 0 9 , 8 6 7 , 7 0 1 8 , 8 2 9 , 4 1 0 5 5 , 0 9 7 , 6 5 5 9 , 4 1 9 , 1 3 1 9 0 , 5 6 4 , 6 1 0 7 2 , 7 6 5 , 8 2 7 4 7 , 5 1 8 , 9 1 7 7 7 , 8 6 4 , 1 1 9 4 9 , 2 4 8 , 8 0 3 2 , 9 3 4 , 2 3 1 2 8 2 , 1 6 9 , 3 4 2 4 , 1 0 1 1 4 3 , 9 3 7 9 4 7 , 8 4 3 , 4 4 2 8 , 4 2 5 , 3 1 7 6 6 , 1 3 9 , 9 6 2 9 , 4 8 9 , 5 8 9 2 1 , 2 6 4 , 4 3 8 0 , 3 4 8 , 6 0 5 7 , 4 4 5 7 0 7 , 7 7 0 , 1 9 8 4 , 1 6 0 , 2 1 7 0 , 2 1 4 , 1 0 1 2 , 6 3 5 9 9 7 , 0 6 7 5 5 3 , 1 2 0 , 2 6 2 5 , 0 6 2 2 , 3 9 0 , 5 8 5 , 1 0 6 3 , 0 7 7 4 4 2 , 6 2 1 , 1 1 0 6 , 3 8 5 4 3 , 4 8 8 4 6 3 , 2 1 1 , 1 6 4 3 , 9 3 7 9 5 8 , 5 0 9 , 1 0 8 1 , 0 5 0 , 8 0 6 0 , 3 4 8 , 1 9 7 0 , 3 2 1 9 1 5 , 7 7 4 , 1 1 5 9 , 1 6 6 4 1 , 3 8 7 , 2 5 1 5 , 7 0 0 , 3 7 1 4 , 6 1 1 1 , 7 0 0 , 1 5 3 , 1 6 6 2 , 7 1 9 , 2 5 9 3 , 2 6 8 , 9 9 3 9 , 5 5 6 , 1 8 4 3 , 5 1 4 , 1 0 7 4 , 6 1 5 6 4 , 5 9 6 3 0 1 , 5 2 0 , 7 6 1 8 , 3 1 5 8 7 8 , 0 6 0 1 , 7 1 9 , 4 9 6 , 1 4 6 5 , 6 2 8 4 0 7 , 5 1 3 , 1 7 4 7 , 6 3 0 , 1 3 4 8 , 8 7 9 , 8 1 1 9 0 , 5 2 7 3 1 , 6 4 3 , 1 3 1 , 6 8 4 8 , 6 5 4 , 6 6 8 1 , 6 8 8 , 5 - 2 4 9 , 7 9 0 3 , 5 9 1 , 0 6 5 , 1 2 0 7 , 9 6 4 , 3 2 3 4 , 1 4 3 9 , 3 0 7 , 0 6 4 1 , 8 9 5 , 9 2 2 , 2 2 7 9 4 , 8 9 7 , 2 4 9 1 , 2 0 8 , 3 , 0 3 2 9 7 5 0 1 , , 6 0 2 4 8 3 6 , , 4 2 0 5 9 1 4 , , 1 8 9 1 0 0 1 2 , , 0 8 0 4 6 7 6 , , 1 0 9 7 3 2 4 1 , , 3 3 1 5 0 2 9 3 , , 5 6 6 3 1 3 0 3 , , 8 6 4 1 9 8 8 , , 0 6 4 9 1 1 8 2 , , 4 3 7 2 0 7 7 1 , , 6 2 7 6 1 4 0 1 , , 2 1 6 0 4 4 4 1 , , 7 1 2 0 3 9 1 1 , , 5 9 3 0 1 5 2 , 7 7 8 , 7 4 5 , 0 2 0 2 7 , 9 7 9 , 4 1 7 5 1 , 8 6 5 , 5 , 0 7 8 0 7 1 2 3 , , 5 3 6 2 2 2 2 2 , , 5 3 2 8 4 9 9 , , 9 3 7 0 9 4 1 4 , , 4 2 0 4 1 2 7 3 , , 5 1 7 6 7 2 4 , , 8 7 5 1 8 6 5 1 , , 6 2 4 9 8 4 1 1 , , 2 5 1 2 9 1 4 , , 5 8 6 2 4 6 1 1 , , 3 6 2 6 1 3 8 , , 2 2 4 6 2 3 3 , , 9 5 0 7 5 9 7 3 , , 9 0 5 4 4 3 4 3 , , 0 5 5 2 1 6 3 , , 0 5 0 8 1 3 4 3 , , 7 8 0 6 9 9 7 2 , , 3 6 9 1 2 3 6 , , 1 3 4 5 6 6 2 , , 4 3 2 2 2 1 2 , , 2 2 4 1 3 1 4 3 , , 6 7 7 7 4 9 6 2 , 7 9 1 3 4 5 , , 6 4 6 3 8 1 7 , , 8 5 0 0 7 1 1 4 , , 9 0 7 1 6 8 1 3 , , 9 4 3 8 0 3 9 , 8 7 2 , 3 0 8 , 6 2 4 9 9 , 3 7 3 , 8 1 4 8 2 , 9 2 4 , 8 , 6 6 4 6 0 3 9 2 , , 3 9 3 9 2 7 6 2 , , 3 7 0 7 7 5 2 , , 0 6 6 6 9 1 2 , , 3 1 9 4 7 0 2 , , 8 7 3 2 9 1 0 4 , , 2 8 8 6 6 3 3 2 , 3 1 6 , 7 2 1 , 8 1 3 1 4 , 0 3 5 , 3 1 7 4 7 1 2 1 , 0 0 2 , 7 9 5 , 4 , 6 9 4 5 2 8 6 1 , , 3 0 7 0 3 0 3 2 , , 5 7 0 3 9 8 9 1 , , 8 2 6 7 3 1 3 , 9 9 2 , 1 6 1 , 0 3 1 6 6 , 5 9 9 , 1 2 8 3 6 , 5 6 1 , 8 , 4 0 5 3 0 7 4 5 , , 8 5 5 9 7 5 4 3 , , 6 4 9 3 2 1 0 2 , , 2 4 5 8 7 0 3 2 , , 9 2 8 4 5 5 6 1 , , 3 1 7 3 2 5 6 , , 2 6 2 7 5 8 3 1 , , 8 8 4 8 2 0 9 , , 4 7 7 8 2 8 4 , 0 0 0 5 2 , 0 0 0 , 5 2 6 5 4 4 3 2 , 5 2 6 2 5 1 , , 0 2 1 1 6 6 0 1 , - 5 0 9 8 , 0 0 1 0 2 , 6 9 7 0 8 1 , ) 1 0 5 6 8 1 ( , 0 9 3 , 8 5 3 9 6 6 9 , 7 6 2 8 , 5 1 3 7 7 3 , , 9 4 3 5 5 1 5 , - - - - - 9 6 7 1 0 1 , 1 6 6 4 8 , , 6 6 5 8 6 9 1 2 , , 4 6 1 6 2 0 2 , 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 7 1 2 , 0 3 9 , 1 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 9 0 5 , 4 4 3 , 4 3 7 8 0 , 6 9 9 , 7 2 6 7 7 , 7 4 9 , 6 2 4 3 2 , 2 2 1 , 2 0 4 9 , 9 5 7 , 1 3 4 9 9 , 3 7 3 , 8 1 2 6 8 , 9 6 8 , 5 2 2 2 , 2 8 2 , 3 2 6 1 7 , 0 3 1 4 2 0 , 5 9 1 , 4 8 6 4 , 1 9 8 , 8 1 0 9 , 7 3 2 , 4 1 6 2 7 , 6 1 4 , 0 1 5 9 3 , 0 1 5 , 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 0 5 5 , 2 1 6 , 3 3 6 9 , 1 2 3 , 6 6 4 6 , 3 8 1 , 7 7 9 1 , 3 4 5 9 4 3 , 8 0 3 , 9 4 8 2 , 9 2 4 , 8 8 3 0 , 8 6 4 , 1 9 7 7 , 9 3 6 9 4 , 5 2 8 , 6 1 3 1 6 , 7 7 9 , 3 1 0 0 8 , 0 7 8 , 2 0 0 2 , 9 7 2 , 1 2 4 4 , 2 9 2 , 7 2 5 5 , 7 4 0 , 7 0 9 8 , 4 4 2 7 1 0 , 0 6 2 , 7 6 5 8 9 4 3 2 , , 7 6 5 2 3 0 9 1 , , 0 0 0 6 6 4 4 , , ) 0 0 8 9 8 1 1 ( , , 8 2 5 3 2 4 5 , , 0 4 2 2 5 8 3 , , 8 8 2 1 7 5 1 , , 6 1 7 5 7 6 3 , , 1 6 6 5 2 8 1 , , 1 8 0 1 5 5 1 , 0 8 5 4 7 2 , , 3 0 4 4 0 8 6 1 , , 0 9 7 4 8 5 9 , , 3 1 6 9 1 2 7 , , 2 0 3 8 6 4 4 2 , , 0 6 7 9 8 0 1 , , 2 4 5 8 7 3 3 2 , - 3 1 1 0 5 4 , ) 1 0 2 2 5 9 ( , , 9 0 5 1 1 2 7 1 , , 0 0 2 2 7 8 3 1 , , 9 0 3 9 3 3 3 , , 2 8 8 5 0 6 5 1 , , 9 8 6 4 0 7 8 , , 3 9 1 1 0 9 6 , , 2 8 7 9 2 8 8 , , 3 2 4 4 9 7 7 , , 9 5 3 5 3 0 1 , , 7 2 7 3 2 6 6 1 , , 8 2 6 9 6 7 2 1 , , 9 9 0 4 5 8 3 , , 4 1 1 7 1 6 7 , , 7 3 9 7 3 3 5 , , 7 7 1 9 7 2 2 , 8 3 8 , 1 0 5 , 7 1 1 6 4 , 6 7 9 , 4 1 7 7 3 , 5 2 5 , 2 , 9 5 6 0 3 2 3 3 , , 6 4 9 7 8 1 1 2 , , 3 1 7 2 4 0 2 1 , , 3 1 1 6 4 5 7 4 , , 8 1 9 4 1 2 0 4 , , 5 9 1 1 3 3 7 , - - 3 9 5 8 , - 0 6 3 3 5 , 4 4 6 , 3 1 1 , 0 6 8 4 9 4 1 , , 6 1 1 3 6 2 7 1 , , 3 9 0 7 4 9 5 2 , , 3 0 5 7 0 0 9 1 , , 0 9 5 9 3 9 6 , , 1 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 , 3 1 5 2 1 5 , 9 6 3 7 6 8 , , 5 2 6 5 2 9 7 1 , , 4 5 8 0 0 3 6 1 , , 1 7 7 4 2 6 1 , , 1 1 7 2 2 7 9 , , 5 3 1 9 2 7 4 1 , , 5 8 0 9 2 4 2 1 , , 0 5 0 0 0 3 2 , , 8 7 4 9 7 1 3 , 4 2 4 1 0 1 , - , 4 2 2 9 5 0 7 , , 8 9 7 0 6 9 5 , , 6 3 5 9 9 2 2 , , 1 5 7 0 2 1 2 , 4 2 4 1 0 1 , 5 8 7 8 7 1 , , 6 2 4 8 9 0 1 , , 1 5 4 8 1 8 7 , , 4 5 0 7 6 3 6 , , 7 9 3 1 5 4 1 , , 6 5 2 6 6 8 2 2 , , 8 7 7 3 8 1 9 1 , , 8 7 4 2 8 6 3 , , 4 2 5 4 1 2 8 0 1 , , 8 2 2 9 2 7 8 7 , , 6 9 2 5 8 4 9 2 , , 0 7 3 2 9 3 1 1 , , 3 0 7 6 1 7 9 , , 7 6 6 5 7 6 1 , - , 5 7 0 5 3 4 1 , , 3 3 9 4 9 1 1 , 1 9 7 0 6 5 , , 8 1 7 3 5 4 4 , , 4 0 2 0 3 9 2 1 , , 8 8 1 2 0 3 0 1 , , 6 2 6 0 6 2 7 , , 2 1 8 9 9 2 6 , 7 7 2 , 5 4 6 , 0 1 7 9 8 , 9 0 7 , 8 4 1 8 0 6 9 , 0 8 3 , 5 3 9 , 1 5 0 4 0 4 7 , 1 5 1 , 9 0 9 7 6 0 , 6 5 7 0 , 8 6 8 , 9 1 1 6 6 , 0 7 9 , 1 2 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 0 6 7 , 9 8 0 , 1 9 3 3 , 7 7 3 , 2 1 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 8 9 9 , 2 8 2 , 4 2 2 4 1 , 8 7 5 , 6 7 0 6 , 9 4 2 , 9 7 2 7 , 8 4 1 , 8 1 1 3 9 , 4 6 7 , 1 0 1 3 2 7 , 5 2 5 , 4 - 8 1 8 , 5 2 9 3 6 2 , 6 0 8 , 5 8 2 6 , 7 3 1 , 3 8 3 6 , 5 6 1 , 8 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 3 4 5 , 8 7 3 , 3 2 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 6 7 8 , 6 8 8 , 3 4 6 9 9 , 0 3 9 , 6 1 7 7 , 4 2 6 , 1 0 5 0 , 0 0 3 , 2 6 2 4 , 8 9 0 , 1 4 2 4 , 1 0 1 5 8 7 , 8 7 1 7 9 3 , 1 5 4 , 1 0 6 0 , 0 3 7 , 4 1 8 7 4 , 2 8 6 , 3 0 4 3 , 7 5 9 4 2 0 , 9 9 6 , 6 6 3 2 6 , 5 7 4 , 5 6 4 7 , 0 0 8 , 7 2 4 8 , 2 3 1 6 9 2 , 5 8 5 , 8 2 8 9 5 , 4 4 0 , 1 0 8 3 , 5 3 9 , 1 A Z A L P N O T R E L L U F . . C S R E I R B N E E R G A Z A L P . T S L L I M . . C S E D I S E L G N I G N I P P O H S E R A U Q S Y T I R U C E S A Z A L P D A O R G N I L L O R 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 G N I S S O R C A B M U L O C I 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 E G A L L I V H C R A E S S Y E S R O D ' R E T N E C . R T C I E G D R Y R O K C H I ) O C O N U S ( E G D R Y R O K C H I I I E C N A V R T N O C S G N K I I E C O H C S R E P R A H ' R E T N E C E G A L L I V L L I H R E V R I E K A L E D L I W I S T H G I E H T C R T S I D T A S P O H S . . C S T S E R O F D E T N A H C N E G N I S S O R C A B M U L O C I A Z A L P H C N A R B D L O S L E C R A P T U O I I G N I S S O R C A B M U L O C I . . R T C P O H S A N A B R U T A S E G A L L I V N O T S A E T A S E P P O H S . . C S G R U B S R E H T I A G 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 / K N A B L I A T E R - 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 E R T N E C L L A H Y R R E P N O I T A T S T S A E H T R O N L L A M S L L I M S G N W O I I T N A G - T R U O C E R T N E C D L O - T R U O C E R T N E C G N I S S O R C M U N O M I T I R E T N E C E F F I L C D A R E R A U Q S M U N O M I T I D Y T R U O C T R U O C / R E T N E C N O S W A L C A Z A L P E D I S L L A M E C A L P N O S W O T I N O T G N M R A F N W O T N W O D S N O M M O C E K A L E T I H W D N A L T N A C A V - T N I L F . . C S K E E R C S S O R C A Z A L P Y R U T N E C R E T N E C G N I P P O H S D R A H C R O N E E R G R O B R A T A S N A T N U O F E H T I G N I P P O H S R E U O C E V E R C A Z A L P E L L I V E S O R G N I P P O H S T N O P H T R O N I R E T N E C S E K A L R E T N E C 105 N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( I N O I 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 5 1 0 2 , 1 3 R E B M E C E D 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I 4 7 9 1 4 0 0 2 1 0 0 2 1 0 0 2 9 6 9 1 5 0 0 2 5 8 9 1 1 0 0 2 8 9 9 1 8 0 0 2 8 9 9 1 4 9 9 1 2 0 0 2 8 9 9 1 8 9 9 1 7 9 9 1 7 9 9 1 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 3 0 0 2 8 0 0 2 7 0 0 2 3 9 9 1 1 1 0 2 1 1 0 2 8 0 0 2 4 1 0 2 8 0 0 2 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 - - - - - - - - - - - - - - - - - - 9 5 8 , 0 9 4 - - - - - - 3 1 5 , 0 9 3 , 3 7 1 6 5 , 9 9 4 , 7 1 - - - 1 4 4 , 9 6 7 , 2 1 - - - - 8 7 9 , 9 0 5 , 4 9 0 1 , 6 2 4 , 5 2 7 5 3 , 3 0 6 , 6 1 3 8 1 , 7 0 8 , 5 2 - - - - - - - - 6 6 4 , 9 9 1 , 6 2 4 5 , 5 3 8 , 7 1 - 6 4 9 , 7 6 0 , 0 1 - 9 9 0 , 0 0 1 , 0 1 6 9 9 , 9 4 0 , 0 1 7 3 8 , 9 9 8 , 2 4 5 3 , 0 3 8 , 7 8 6 8 , 2 0 9 7 8 9 , 8 7 8 , 6 1 6 3 , 4 2 4 , 2 1 4 8 4 , 8 5 2 2 9 7 , 7 2 7 , 4 5 5 1 , 7 3 8 , 2 5 4 2 , 1 4 7 , 5 5 5 8 , 4 1 5 , 0 1 4 3 0 , 0 0 6 , 6 3 7 4 8 , 5 6 0 , 3 2 4 7 0 , 2 0 0 , 4 5 0 3 , 4 9 0 , 3 6 0 2 , 6 9 6 , 3 3 8 8 , 3 1 8 , 2 1 5 2 0 , 0 6 2 , 0 1 9 9 8 , 4 2 1 , 7 1 8 7 , 0 1 2 , 1 9 4 2 5 , 5 6 7 , 2 3 3 2 5 , 0 9 7 , 6 2 6 5 , 3 6 5 , 4 1 5 9 3 , 9 1 5 7 5 3 , 7 6 7 , 6 1 7 8 1 , 1 8 2 , 3 3 0 2 4 , 2 2 9 , 1 6 5 0 , 2 4 4 , 1 2 1 4 3 , 0 9 3 2 9 3 , 4 9 7 , 3 2 6 7 2 , 8 0 9 , 1 8 6 1 , 5 0 2 , 4 4 4 6 , 4 7 1 , 1 3 7 7 0 , 5 0 5 , 3 2 3 5 9 , 0 9 0 , 5 5 4 4 8 , 3 0 7 , 4 1 2 8 2 , 7 2 4 , 3 6 6 8 , 8 7 2 , 2 6 9 4 , 0 6 0 , 6 4 0 3 9 , 3 9 7 , 2 3 5 1 0 , 6 3 6 , 1 6 5 4 , 7 6 1 , 8 0 2 4 , 2 3 8 , 5 1 5 5 8 , 5 3 6 , 2 1 6 8 6 , 0 6 5 , 7 2 4 6 6 , 8 3 2 , 5 5 1 7 , 2 6 0 , 4 4 4 5 0 , 7 8 2 , 3 4 2 4 7 , 0 6 4 , 4 1 7 6 9 , 2 5 2 , 9 7 4 3 , 9 9 9 , 9 2 3 2 7 , 1 1 2 , 1 2 0 0 6 , 5 4 9 , 2 1 0 9 3 , 6 7 5 , 1 2 2 6 , 4 5 8 , 8 7 4 9 , 7 8 2 3 5 6 , 8 8 3 , 9 2 8 8 , 4 5 9 , 2 0 2 7 , 1 9 2 9 6 1 , 3 7 1 , 3 8 6 8 , 1 3 8 , 2 0 6 7 , 0 8 0 , 4 1 1 4 9 , 1 7 1 , 1 6 2 5 , 8 3 5 , 8 3 9 9 , 8 7 6 , 2 3 7 8 , 6 0 9 , 2 8 0 5 , 2 7 4 , 8 9 8 8 , 3 0 4 , 1 5 8 5 , 7 1 4 , 1 4 2 3 , 8 0 1 , 0 1 9 8 9 , 5 2 1 1 , 5 7 3 , 3 3 7 4 2 7 , 7 1 0 , 8 7 7 6 , 1 5 5 , 1 9 8 9 , 5 7 9 , 4 7 2 5 , 0 4 4 , 1 - 7 6 7 , 3 6 1 , 5 1 0 0 , 7 3 1 , 9 2 3 6 , 5 9 3 6 , 7 7 4 6 7 2 , 0 4 6 3 , 7 1 7 , 1 4 2 , 8 1 4 2 7 , 1 9 2 4 9 4 , 6 4 7 3 , 3 4 3 , 0 9 6 , 4 9 7 4 , 9 9 6 6 , 0 1 9 , 7 7 2 , 3 8 8 0 , 6 6 9 , 6 3 8 8 , 3 5 1 2 , 2 1 6 , 0 4 5 , 2 2 8 9 , 6 8 1 , 4 7 7 0 , 3 5 8 0 1 , - 1 5 8 , 2 5 3 9 5 3 , 0 0 2 9 2 0 , 5 8 1 7 1 5 , 0 5 9 7 8 8 , 3 2 8 , 4 7 2 9 , 5 5 0 , 7 1 0 5 0 , 6 7 4 , 5 1 9 7 8 , 6 9 4 7 3 6 , 5 7 2 1 , 4 0 1 , 3 7 2 , 1 0 5 5 , 4 7 4 , 7 3 2 1 , 1 5 8 6 1 , , 6 5 7 0 3 1 4 2 , , 6 5 7 0 3 1 4 2 , , 7 2 2 6 7 4 4 , , 2 7 0 5 2 0 4 , , 6 7 9 4 8 6 6 1 , , 3 6 5 2 5 6 5 1 , - 5 5 1 1 5 4 , , 3 1 4 2 3 0 1 , , 1 5 7 6 2 4 4 1 , , 8 3 8 6 4 8 3 , , 5 4 0 7 9 1 1 1 , , 5 1 8 0 9 1 1 , 5 5 8 8 5 7 , 0 6 9 1 3 4 , 4 5 8 8 5 7 , , 4 1 0 3 1 8 1 2 , , 2 9 9 8 0 9 8 1 , , 2 2 0 4 0 9 2 , , 1 4 6 1 8 0 8 , 4 0 2 0 5 5 , 9 6 8 , 3 3 8 , 9 4 0 2 0 5 5 , 5 9 1 , 8 2 9 , 8 , 1 6 9 0 0 9 7 , , 4 7 8 1 9 0 7 , , 3 2 0 9 6 6 5 , , 3 2 0 9 6 6 5 , 9 6 5 , 9 4 8 , 5 1 5 7 8 , 5 8 2 , 4 1 - 4 7 6 , 5 0 9 - 7 8 0 9 0 8 , 4 9 6 , 3 6 5 , 1 - 9 0 8 , 1 6 2 , 5 , 1 6 3 1 6 6 2 , 6 4 3 0 4 7 , 6 1 9 , 3 4 2 , 7 , 6 9 7 6 8 6 1 1 , , 6 9 7 6 8 8 2 , , 0 0 0 0 0 8 8 , , 3 0 0 8 7 0 1 1 , , 8 8 1 8 1 4 2 4 , , 9 5 0 0 0 4 2 , , 3 7 7 3 8 6 9 3 , , 0 6 5 8 3 1 5 4 , , 9 7 6 7 8 9 4 3 , , 1 8 8 0 5 1 0 1 , , 7 4 9 8 0 9 6 , , 6 9 6 9 8 9 5 , , 0 4 8 4 4 7 5 2 , , 0 4 3 8 6 4 7 1 , , 3 1 8 6 6 5 1 1 , , 3 1 8 6 6 5 1 1 , 5 9 0 , 0 0 1 , 5 1 3 2 , 2 3 3 , 4 , 8 6 4 1 3 2 4 1 , , 3 7 7 7 8 0 2 1 , , 4 1 0 6 8 3 1 1 , , 7 2 4 7 6 5 7 , , 4 7 2 8 5 8 7 , , 9 4 5 7 4 8 5 , , 0 0 5 6 7 2 8 , - 1 5 2 9 1 9 , 4 6 8 , 7 6 7 , 5 9 6 3 4 1 2 , , 7 8 5 8 1 8 3 , , 5 2 7 0 1 0 2 , , 1 0 2 7 1 3 4 3 , , 0 8 8 8 9 9 6 2 , , 1 2 3 8 1 3 7 , 5 0 5 , 8 2 2 , 9 9 6 7 9 , 2 2 8 , 5 8 9 2 5 , 5 0 4 , 3 1 , 2 1 5 6 6 7 1 1 , , 9 8 0 4 0 0 6 1 , , 2 1 7 3 8 8 9 , , 0 0 8 2 8 8 1 , , 6 5 5 5 2 0 3 1 , , 3 3 5 8 7 9 2 , 5 9 3 9 1 5 , - 5 9 3 9 1 5 , , 4 2 1 1 3 9 1 2 , , 5 1 3 1 6 4 6 1 , , 9 0 8 9 6 4 5 , , 7 8 3 2 9 7 0 3 , , 1 0 8 5 2 6 1 1 , , 8 8 8 4 7 4 4 3 , , 5 8 8 8 0 2 5 , , 9 7 2 3 0 6 3 3 , 3 5 7 8 1 2 , , 6 1 7 8 1 4 2 , , 8 6 4 0 3 8 6 , 3 1 0 4 6 , 1 5 3 , 3 3 2 , 1 4 1 0 6 3 7 , 4 2 9 3 1 , ) 7 8 7 , 2 3 6 ( 6 3 2 3 2 3 , , 6 3 1 2 3 3 2 , 9 8 6 5 6 1 , - 1 5 1 6 0 3 , ) 2 1 7 9 9 1 ( , , 6 9 0 9 8 5 3 1 , 3 7 9 5 9 3 , 7 3 7 9 5 , 6 3 2 6 3 3 , , 8 6 6 4 3 4 7 2 , , 5 4 7 2 1 1 1 2 , , 0 0 0 0 0 2 2 , , 2 6 6 1 5 9 7 , , 7 8 9 4 6 8 5 3 , , 8 6 7 9 4 7 1 , , 5 9 9 0 1 4 7 , , 8 6 6 3 7 0 2 3 , , 6 5 5 4 0 2 0 3 , , 4 3 5 6 5 6 1 2 , , 3 2 9 1 2 3 6 , 2 3 2 0 5 4 , 7 6 6 0 4 5 , , 9 1 3 1 9 7 3 , , 2 2 0 8 4 5 8 , , 3 6 8 8 6 3 8 5 , , 8 1 7 5 8 6 6 4 , , 5 4 1 3 8 6 1 1 , ) 3 7 9 1 7 8 ( , ) 2 8 4 3 9 ( , , ) 0 6 9 7 1 0 3 ( , , 0 4 3 1 9 6 6 , , 4 9 6 0 6 7 0 3 , , ) 6 5 3 6 1 2 1 ( , , 5 3 3 7 7 9 4 , , 1 2 9 6 5 5 5 2 , , 6 0 2 8 0 4 2 2 , , 5 1 7 8 4 1 3 , , 6 4 3 2 5 2 2 1 , , 0 7 3 3 9 3 0 1 , , 7 8 7 5 7 9 7 , , 9 4 7 2 3 4 4 , , 9 4 7 2 3 4 4 , - , 3 8 5 7 1 4 2 , , 8 0 1 1 0 6 8 4 , , 1 6 4 3 9 5 2 3 , , 7 4 6 7 0 0 6 1 , ) 2 6 9 3 1 ( , 5 1 2 4 1 1 , , 3 9 6 1 1 6 1 , , 2 1 9 0 8 9 6 3 , , 1 7 0 7 7 7 4 2 , , 1 4 8 3 0 2 2 1 , 4 7 3 , 6 3 8 , 1 9 7 7 , 2 4 0 , 1 5 9 5 , 3 9 7 , 5 8 4 2 5 3 8 , , 9 8 2 7 1 1 1 , , 6 9 1 5 3 2 7 , , 2 7 3 6 8 5 3 1 , , 5 0 2 1 4 4 8 , , 7 6 1 5 4 1 5 , , 3 7 5 4 8 3 2 3 , , 2 6 5 9 4 0 3 2 , , 1 1 0 5 3 3 9 , , 4 6 6 8 3 2 5 , 0 1 6 2 3 2 , , 4 5 0 6 0 0 5 , , 1 7 2 5 8 1 6 1 , , 8 7 6 5 2 2 2 , , 3 9 5 9 5 9 3 1 , , 4 5 2 8 4 6 8 1 , 9 2 8 4 9 9 , 4 3 5 , 0 6 1 ) 8 3 9 6 8 1 ( , ) 7 1 4 8 2 7 ( , , 5 6 8 3 5 7 1 , , ) 6 4 1 8 4 6 6 ( , , 2 4 6 8 1 1 1 6 , , 8 1 0 4 9 2 0 5 , , 4 2 6 4 2 8 0 1 , , 4 2 5 2 9 9 6 , , 1 2 6 7 5 9 4 1 , , 5 2 0 6 5 3 7 , , 4 0 6 8 2 5 0 1 , , 4 0 6 8 2 5 0 1 , - , 6 9 5 1 0 6 7 , , 4 0 1 3 6 7 8 5 , , 8 4 5 5 2 2 2 4 , , 6 5 5 7 3 5 6 1 , , 1 5 4 2 7 2 1 3 , , 0 8 9 6 1 1 1 1 , , 1 7 4 5 5 1 0 2 , 9 2 8 1 6 3 , 4 9 9 0 7 5 , 5 9 9 4 5 , , 6 9 5 5 6 4 3 , , 6 4 8 2 6 0 8 3 , , 8 6 8 7 5 8 4 3 , , 8 7 9 4 0 2 3 , , 6 5 9 7 3 0 2 2 , , 0 5 1 0 2 4 0 2 , , 1 1 3 8 6 5 6 1 , , 9 3 8 1 5 8 3 , , 0 6 4 7 5 1 1 , , 8 3 9 0 3 0 1 , , 1 2 1 9 6 3 1 , , ) 1 9 3 6 0 1 4 ( , - 5 0 0 , 4 0 7 , 9 0 1 5 , 3 0 5 4 1 5 , 5 5 4 , 4 6 8 3 , 6 6 6 , 3 8 7 7 , 5 8 9 , 0 1 4 0 2 , 0 5 5 4 1 5 , 0 3 4 , 4 7 7 6 , 8 2 9 , 4 9 5 4 , 3 2 4 , 7 3 9 7 , 8 0 6 - 7 8 5 , 9 4 2 , 7 1 1 8 9 , 0 7 5 , 3 5 4 3 , 6 3 7 , 4 1 8 8 , 8 9 0 , 3 1 3 2 , 2 9 2 , 0 1 - - - 9 7 8 , 5 2 1 6 1 4 , 2 3 0 , 1 0 6 9 , 1 3 4 4 7 6 , 5 0 9 5 9 5 , 5 4 7 , 2 - 7 8 0 , 9 0 8 4 9 1 , 2 8 1 , 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 3 1 4 , 1 3 3 , 7 7 8 5 , 8 1 3 , 3 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 - 4 9 4 , 3 6 1 , 6 1 3 7 1 , 4 0 6 , 0 3 2 9 7 , 5 8 8 , 0 2 - - 1 9 8 , 6 5 5 , 0 2 - 5 5 6 , 9 1 7 6 7 5 , 5 6 6 , 1 2 8 3 , 8 4 5 , 2 2 3 8 3 , 8 0 7 , 1 4 4 9 0 , 4 6 3 , 6 4 3 5 , 8 1 3 , 4 0 6 6 , 3 4 6 , 0 1 3 2 4 , 7 0 6 , 2 3 9 4 9 , 1 0 8 , 0 1 0 8 0 , 0 9 2 , 1 0 9 6 , 9 7 0 , 5 9 6 7 , 3 9 6 , 1 1 5 4 8 , 2 0 6 , 0 1 8 7 9 , 7 7 7 , 3 2 - 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 8 9 , 1 6 0 , 1 1 2 1 9 , 9 1 8 , 2 1 1 5 8 , 0 1 4 , 5 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 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 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 9 2 5 , 2 7 8 , 8 5 4 1 , 3 8 6 , 1 1 - 5 1 9 , 0 6 6 , 2 3 8 5 , 7 1 4 , 2 9 0 7 , 0 3 5 , 7 7 4 6 , 7 0 0 , 6 1 0 6 7 , 5 8 3 3 7 6 , 6 9 4 , 3 0 3 9 , 8 1 5 , 1 5 6 4 , 0 7 1 , 3 1 1 0 , 5 3 3 , 9 9 0 8 , 6 8 8 , 1 1 4 2 6 , 4 2 8 , 0 1 6 5 5 , 7 3 5 , 6 1 6 9 5 , 1 0 6 , 7 - 8 7 9 , 4 0 2 , 3 9 3 8 , 1 5 8 , 3 1 7 4 , 5 5 1 , 0 2 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 G N I S S O R C D O O W K R K I A Z A L P T O P E D E M O H A Z A L P S I O V A R G . . C S Y A M E L R E T N E C G N I S S O R C D N A L R E V O . . C S Y A W H G H S G N K I I . . I C S T N O P R E T N E C . . I C S S G N R P S E V A C 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 G N I P P O H S N W A L D O O W D N A L S I I N A T N U O M E C A L P T E K R A M 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 A Z A L P S D A O R S S O R C 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 G A L L I V K E E R C K A O H G U O R O B S L L I H E T A N E S / R E T N E C C S E C A L P K R A P I S S O R C G N I S S O R C E L L I V S E R O O M Y E L L A V T N A S A E L P E D A N E M O R P I I I S N O M M O C D L E I F E K A W S G N I S S O R C D L E I F E K A W A Z A L P K R A P N E S N E R O S A Z A L P E L A D R E V O L C E R A U Q S R E T S B E W A Z A L P N E D R O L N O I T A T S N A N N E R B N O I T A T S N A N N E R B L E C R A P T U O S W A H S - L L A M M A H G N K C O R I A Z A L P E T I R P O H S A Z A L P N O T L R A M L C P D N A L R E T N E C G N I P P O H S W E I V L L I H S N O I L I V A P E T A T S N E D R A G L A R T N E C 0 7 E T I R P O H S K R A L C E D A N E M O R P H G U O R O B S L L I H R E T N E C E N W O T L E D M L O H E G A L L I V R O S D N W T S A E I T S E W R E T N E C E C R E M M O C T S A E R E T N E C E C R E M M O C A Z A L P L A R T N E C R E T N E C N W O T Y A W A T A C S I P I A Z A L P K C W S N U R B H T R O N S L L I H T R O H S T A A Z A L P 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 E V A 106 . . C S D L E I F G N R P S I N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( I N O I 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 5 1 0 2 , 1 3 R E B M E C E D 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I 2 7 9 1 9 6 9 1 0 9 9 1 3 9 9 1 7 0 0 2 4 9 9 1 9 0 0 2 9 0 0 2 6 0 0 2 5 1 0 2 5 1 0 2 5 1 0 2 7 0 0 2 5 1 0 2 3 0 0 2 4 0 0 2 4 0 0 2 4 0 0 2 6 0 0 2 2 1 0 2 8 9 9 1 6 0 0 2 7 0 0 2 4 0 0 2 5 1 0 2 3 1 0 2 3 1 0 2 4 0 0 2 5 1 0 2 7 0 0 2 9 8 9 1 4 0 0 2 5 1 0 2 1 1 0 2 7 0 0 2 7 0 0 2 7 0 0 2 5 1 0 2 2 1 0 2 3 0 0 2 2 1 0 2 9 9 9 1 2 1 0 2 4 0 0 2 4 0 0 2 7 0 0 2 7 0 0 2 9 0 0 2 9 8 9 1 7 9 9 1 5 0 0 2 6 0 0 2 5 0 0 2 - - - - - - - 4 9 0 , 8 7 8 , 2 8 5 8 , 7 6 2 , 0 2 6 8 2 , 4 1 5 , 2 1 7 4 6 , 6 9 3 , 9 1 - - - - - 3 2 9 , 3 8 8 , 1 1 - - - - - - - - - - - - - - - 4 5 7 , 3 7 8 , 9 - - - - - - - - - - - - - - - - - - - - 6 2 3 , 2 0 0 , 2 3 9 0 , 5 8 0 , 8 9 2 7 , 7 2 9 , 8 2 0 9 1 , 7 4 5 , 3 5 3 3 3 , 3 1 6 , 9 1 1 2 8 , 6 1 9 , 5 7 1 7 , 5 2 9 , 4 3 3 9 7 , 7 8 7 , 4 2 2 3 6 , 3 7 5 , 5 2 6 4 6 , 4 8 2 , 4 3 4 6 7 , 7 7 4 , 2 2 0 0 0 , 4 0 1 , 2 0 3 7 , 9 3 4 , 8 3 9 4 , 2 3 5 , 2 1 6 9 0 , 1 1 3 , 4 1 2 7 9 , 6 0 7 , 4 7 6 2 , 6 7 0 , 5 3 2 0 6 , 2 6 0 , 8 9 7 5 , 2 9 6 , 2 2 1 3 4 , 3 8 3 , 8 1 9 6 0 , 0 4 1 , 7 6 4 7 , 9 4 2 , 0 1 7 4 7 , 0 5 9 , 4 3 6 4 , 4 4 2 , 5 1 4 9 , 4 5 5 , 5 6 8 1 , 3 8 0 , 9 1 7 5 2 , 8 7 0 , 8 2 1 6 9 4 , 9 8 3 , 4 0 9 1 , 6 8 6 , 3 1 8 6 2 , 1 7 5 , 1 1 5 2 2 , 9 0 7 , 5 3 7 3 2 , 5 3 2 , 7 6 4 3 , 7 6 9 , 6 3 1 5 6 , 4 2 7 1 3 5 , 5 8 4 , 1 4 7 8 , 5 7 9 , 7 9 2 7 , 6 5 0 , 3 5 2 4 , 3 7 4 , 3 1 2 8 , 5 5 6 , 6 1 9 5 1 , 4 3 2 , 3 3 0 0 0 , 0 5 9 9 8 1 , 4 7 7 , 5 4 9 8 , 8 4 0 , 5 5 8 0 , 9 3 6 , 9 9 7 0 , 2 3 6 , 2 4 8 0 , 7 6 3 , 9 2 0 5 , 1 7 8 , 4 7 8 6 , 8 5 9 7 0 6 , 4 4 0 , 2 1 9 3 7 , 3 0 8 , 4 1 8 1 5 , 0 2 2 , 0 1 3 6 3 , 1 8 3 , 8 7 0 1 8 , 9 3 6 , 1 1 5 1 9 , 9 6 5 , 1 1 6 7 , 6 9 8 , 0 1 7 0 3 , 8 7 8 5 , 1 6 9 , 9 6 4 , 0 1 5 4 6 , 0 3 8 , 6 2 6 2 , 1 0 7 , 2 4 1 8 , 4 2 5 1 , 2 6 6 , 8 0 0 , 1 2 8 7 , 0 6 8 2 2 0 , 3 1 8 4 5 2 , 4 8 4 , 6 4 8 6 , 3 4 7 2 2 7 , 1 6 9 , 2 8 7 7 , 0 1 6 , 4 9 4 4 , 9 3 3 , 1 9 2 4 , 3 3 5 , 8 1 1 9 1 , 1 2 6 , 0 1 4 6 7 , 3 5 3 6 5 4 , 9 7 4 , 2 1 9 6 0 , 0 7 2 , 4 0 3 0 , 8 2 6 , 1 1 7 2 , 8 3 1 , 3 4 9 8 , 2 8 7 6 9 , 8 6 1 4 1 2 , 2 0 3 , 1 8 1 3 , 7 7 9 , 1 1 2 2 , 7 0 0 5 , 1 5 8 , 9 5 9 5 1 8 , 2 0 5 , 6 5 5 8 , 9 4 3 , 3 6 5 6 , 1 3 3 1 , 7 7 8 , 5 1 5 , 1 7 5 6 , 9 6 7 8 , 0 3 6 , 8 4 6 - 2 7 7 , 5 - 9 7 0 , 0 6 3 8 6 8 , 1 5 5 , 5 6 5 6 , 7 5 1 0 0 0 , 9 9 0 , 2 2 8 4 7 0 5 9 , 6 5 8 , 1 4 7 6 , 1 7 8 , 1 7 0 8 , 6 9 7 , 1 7 9 8 , 8 0 9 , 1 4 0 7 , 1 3 9 5 , 7 1 2 , 9 8 0 , 1 4 5 1 , 3 2 1 , 6 5 9 0 , 2 6 1 , 1 1 6 3 1 , 7 0 6 8 3 0 , 6 1 5 , 3 7 8 9 , 8 5 5 , 3 2 , 1 4 2 2 7 5 3 , , 1 4 2 2 2 1 3 , 0 0 0 0 5 4 , , 5 7 6 5 1 0 1 , , 0 9 4 4 2 8 9 3 , , 1 1 9 7 2 1 1 3 , , 9 7 5 6 9 6 8 , , 6 6 3 8 1 9 8 2 , , 1 5 1 7 1 0 4 6 , , 5 1 7 6 9 6 8 4 , , 6 3 4 0 2 3 5 1 , , 1 4 8 9 9 6 7 , , 0 0 4 3 6 9 3 1 , , 5 4 7 1 6 3 3 1 , 5 5 6 1 0 6 , , 1 4 1 7 5 9 0 1 , 8 7 9 , 3 4 4 , 6 2 5 1 6 , 7 1 2 , 9 1 3 6 3 , 6 2 2 , 7 , 3 8 0 8 1 6 8 , , 3 8 0 8 0 4 6 , , 0 0 0 0 1 2 2 , , 1 3 5 0 5 4 6 3 , , 2 9 1 5 3 0 2 3 , , 9 3 3 5 1 4 4 , , 5 5 4 6 9 7 5 2 , , 4 2 0 9 7 7 0 2 , , 1 3 4 7 1 0 5 , , 4 1 4 4 3 4 6 2 , , 7 8 3 3 0 5 7 1 , , 7 2 0 1 3 9 8 , , 0 0 9 8 6 7 0 4 , , 3 3 8 2 1 2 9 2 , , 7 6 0 6 5 5 1 1 , , 6 8 7 0 9 2 3 2 , , 2 7 1 9 6 0 7 1 , , 4 1 6 1 2 2 6 , - - - 0 7 6 , 7 0 1 9 3 2 8 3 5 , - ) 1 3 5 2 2 2 ( , , 4 8 6 7 4 8 2 , , 7 8 5 3 8 2 2 , , 2 2 9 5 6 0 1 3 , , 4 3 7 7 0 2 9 2 , 7 9 0 4 6 5 , 9 1 8 4 1 , , 8 8 1 8 5 8 1 , , 8 3 9 6 4 1 6 2 , , 2 5 4 1 0 4 1 1 , , 2 3 6 7 5 6 8 , , 0 2 8 3 4 7 2 , , 4 6 3 6 4 8 1 , , 4 7 8 1 2 9 8 1 , , 7 0 4 7 0 5 4 1 , , 7 6 4 4 1 4 4 , , 9 4 5 7 6 1 3 , , 1 2 4 6 4 0 6 , , 2 5 1 4 7 7 4 , , 9 6 2 2 7 2 1 , , 5 0 6 0 9 5 1 , , 8 5 4 7 9 6 5 4 , , 7 3 8 7 3 3 3 3 , , 1 2 6 9 5 3 2 1 , , 4 3 0 0 3 6 2 , , 6 6 3 6 1 4 8 , , 4 4 5 7 0 6 3 , , 2 2 8 8 0 8 4 , 7 7 2 9 1 5 , , 5 3 0 2 7 1 5 3 , , 5 0 9 1 9 1 9 2 , , 0 3 1 0 8 9 5 , , 9 4 5 0 6 9 5 , , 0 0 5 3 5 6 2 2 , , 6 3 8 8 3 9 5 1 , , 4 6 6 4 1 7 6 , , 9 9 0 8 6 7 8 , , 9 9 0 8 3 1 5 , , 0 0 0 0 3 6 3 , , ) 5 2 3 0 2 4 1 ( , 8 0 3 3 6 3 , , 4 1 7 9 1 1 5 , , 4 1 7 9 1 1 5 , , 7 1 0 8 8 3 3 1 , , 9 5 3 6 7 3 0 1 , - , 8 5 6 1 1 0 3 , , 7 5 3 7 2 3 5 , , 4 8 0 3 9 1 1 , , 3 7 2 4 3 1 4 , - - , 4 9 2 0 7 7 2 , 0 0 4 , 5 8 3 , 0 2 7 9 9 , 8 0 3 , 6 1 3 0 4 , 6 7 0 , 4 3 9 4 , 0 1 7 , 9 5 2 2 3 5 7 , , 8 1 7 3 5 4 6 , , 1 4 5 8 7 0 1 , , 7 3 1 7 3 9 3 , , 8 7 4 5 8 0 3 3 1 , , 9 8 2 4 7 3 0 1 1 , , 9 8 1 1 1 7 2 2 , , 1 4 0 6 4 6 4 1 , , 1 1 3 2 9 8 0 1 , , 3 2 1 1 2 9 4 1 , , 1 8 8 0 4 0 7 3 , , 6 0 2 7 9 3 9 , , 5 0 1 5 9 4 1 , , 4 8 3 8 7 3 1 1 , , 9 3 7 2 4 5 3 , , 0 9 8 5 2 7 2 3 , , 1 9 9 4 1 3 4 , , 1 4 0 6 3 0 3 , , 0 0 0 0 1 6 1 1 , , 4 1 1 1 5 7 8 , , 2 8 2 9 7 2 6 , , 2 3 8 1 7 4 2 , , 1 8 2 3 7 3 1 , , 1 3 5 5 8 4 1 , , 6 4 6 1 8 9 7 , - 6 1 3 1 8 4 , , 1 8 2 3 7 3 1 , , 3 0 0 7 3 7 5 4 , , 3 7 6 8 6 3 3 3 , - , 0 3 3 8 6 3 2 1 , , 1 3 5 5 8 4 1 , , 0 3 3 0 0 5 7 , , 8 0 8 6 1 4 3 , , 9 9 0 0 6 3 2 , , 9 0 7 6 5 0 1 , , 9 8 7 2 6 3 3 , 4 5 5 2 0 1 , , 5 8 8 7 1 4 3 , , 9 0 0 2 1 1 3 , - 2 8 3 0 4 1 , 6 6 8 9 3 4 , 8 7 1 7 9 2 , 7 3 7 7 9 1 , ) 9 4 7 1 ( , 3 3 0 8 5 2 , , 9 8 6 7 0 2 2 2 , , 6 3 4 0 3 9 8 1 , , 3 5 2 7 7 2 3 , , 1 8 0 1 3 6 3 , , 8 2 9 1 6 9 1 , , 3 5 1 9 6 6 1 , , 9 5 1 3 3 3 5 5 , , 0 2 2 1 6 8 1 5 , , 9 3 9 1 7 4 3 , , 8 1 2 9 6 7 5 , ) 9 4 4 9 5 1 ( , , 8 4 3 0 0 6 1 3 , 0 0 0 0 5 9 , - 0 0 0 0 5 9 , - - , 9 3 1 1 3 6 7 , , 6 2 1 9 5 7 5 , , 3 1 0 2 7 8 1 , , 8 6 5 0 2 9 6 , , 7 6 9 6 9 2 5 , , 1 0 6 3 2 6 1 , , 7 2 8 2 3 6 2 , , 2 9 8 5 3 4 1 1 , 1 2 4 5 2 1 , , 2 9 8 5 8 2 7 , , 0 0 0 0 5 1 4 , , 6 0 4 7 0 5 2 , , 1 8 9 5 7 2 1 1 , , 4 0 9 7 4 0 2 , , 6 0 2 3 0 8 0 1 , , 2 0 7 6 0 2 3 2 , , 3 9 8 6 2 9 0 2 , , 1 8 9 7 4 7 7 , , 3 1 5 9 3 5 0 1 , , 9 4 2 1 4 9 1 , , 2 0 7 6 2 9 0 2 , , 9 6 4 8 7 7 7 1 , , 0 0 0 8 2 5 3 , 3 9 6 3 6 2 , 5 5 6 6 0 1 , , 0 0 0 0 8 2 2 , , 4 2 4 8 4 1 3 , 7 8 1 1 3 9 , 2 0 2 1 5 6 , ) 0 0 8 4 3 2 ( , ) 2 6 4 8 7 8 ( , 3 8 8 3 8 3 , , 1 8 4 5 5 9 9 , , 2 5 0 5 6 8 1 , , 1 5 7 8 9 8 1 1 , , 9 2 9 4 7 1 6 , , 4 5 6 7 2 8 0 1 , , 0 1 9 6 2 2 5 , , 4 4 7 0 0 6 5 , , ) 0 5 5 1 6 5 1 ( , , 8 4 8 5 5 1 5 1 , , 6 5 2 7 9 5 0 1 , , 2 9 5 8 5 5 4 , , 0 5 3 0 4 9 1 0 1 , , 4 1 8 6 1 2 3 7 , , 6 3 5 3 2 7 8 2 , 8 4 8 5 5 1 , , 7 4 5 4 8 9 4 3 , 6 2 1 , 4 0 4 9 , 7 2 8 , 4 9 4 5 , 8 8 3 , 4 2 9 6 , 0 2 5 , 7 7 9 1 , 6 7 1 3 0 , 4 8 5 8 9 0 , 4 6 3 , 7 1 5 9 , 7 2 0 , 9 4 6 9 , 1 1 8 , 1 1 0 6 4 , 8 8 7 , 6 7 6 2 , 2 3 2 , 8 3 8 0 4 , 1 4 4 , 0 1 6 6 5 , 6 0 1 , 2 0 0 0 , 0 5 4 0 4 6 , 0 1 0 , 3 4 0 6 , 4 0 4 , 2 4 7 8 , 6 9 9 , 0 4 6 4 9 , 9 0 1 , 9 1 5 1 4 , 0 9 5 , 5 2 9 1 , 5 3 0 , 2 3 4 2 0 , 9 7 7 , 0 2 7 8 3 , 3 0 5 , 7 1 4 6 3 , 5 3 4 , 9 2 2 7 1 , 9 6 0 , 7 1 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 2 0 8 , 7 0 7 , 0 3 9 8 5 , 4 2 6 , 5 4 0 4 , 3 4 2 , 3 2 5 5 6 , 1 0 6 3 8 4 , 5 9 8 , 7 6 3 4 , 0 2 3 , 5 1 3 6 3 , 6 2 2 , 7 9 2 4 , 9 8 4 , 2 9 3 3 , 5 1 4 , 4 1 3 4 , 7 1 0 , 5 7 2 0 , 1 3 9 , 8 4 1 6 , 1 2 2 , 6 7 6 0 , 6 5 5 , 1 1 2 5 7 , 1 1 8 , 1 7 9 0 , 4 6 5 0 2 8 , 3 4 7 , 2 6 6 4 , 4 1 4 , 4 9 6 2 , 2 7 2 , 1 0 0 5 , 2 7 2 , 2 2 8 0 , 8 6 9 , 5 1 2 6 , 9 5 3 , 2 1 1 6 1 , 9 5 3 , 7 1 4 6 6 , 4 1 7 , 6 1 9 7 , 4 7 7 , 4 6 6 0 , 6 0 6 , 7 4 1 7 , 9 1 1 , 5 4 8 0 , 3 9 1 , 1 1 8 5 , 6 1 5 , 2 4 0 5 , 8 9 5 , 5 1 0 0 5 , 1 1 0 , 7 0 1 7 8 4 , 3 3 9 , 2 0 2 3 , 9 7 9 , 5 5 7 3 , 6 6 2 , 8 6 1 4 , 9 3 8 , 5 8 0 5 , 5 8 5 , 2 3 3 4 5 , 5 7 1 , 1 5 9 4 , 1 7 0 , 3 3 9 4 7 , 1 6 1 3 , 1 8 4 5 7 7 , 9 4 2 , 2 0 3 7 , 9 9 6 , 2 8 1 2 , 1 6 1 , 3 1 8 0 8 , 5 6 1 , 9 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 9 8 1 , 1 1 7 , 2 2 5 0 1 , 5 9 4 , 1 9 3 7 , 2 4 5 , 3 1 9 9 , 4 1 3 , 4 2 3 8 , 1 7 4 , 2 0 0 0 , 0 1 6 , 1 1 0 3 3 , 8 6 3 , 2 1 - 1 3 5 , 5 8 4 , 1 0 3 3 , 0 0 5 , 7 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 0 0 0 , 0 5 9 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 0 0 0 , 0 8 2 , 2 0 0 0 , 0 4 9 , 2 4 4 7 , 0 0 6 , 5 2 9 5 , 8 5 5 , 4 6 3 5 , 3 2 7 , 8 2 E D A N E M O R P S G N R P S M R A W I A Z A L P K O O R B W O L L I W A Z A L P T N O M T S E W T S E B - I I I T N E C S E R C N O N U I Y U B E D A N E M O R P D L E I F D E R S G N I S S O R C N E E U Q C M N O I T C N U J A N E L A G A Z A L P E T N O M L E D - S N O M M O C N O T P M A H E G D R B I E C A L P T E K R A M A E R D N A D ' E L I T N A C R E M S K R A P S A Z A L P N A E C O E D I S E & W I Y A W H G H S G N K I E V A C I T N A L T A - D O O F Y E K E R O H S Y A B T A T E K R A M 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 G N I P P O H S K R A M H T A P A Z A L P N E L L U K G N K I A Z A L P D O O W H C R B I R E T N E C A Z A L P T N O M L E . . C S T N O M L E K C A M M O C . . C S E R A U Q S N I L K N A R F 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 D R A V E L U O B A N E S S I K A Z A L P T R O P R A I R T C G N I P P O H S A Z A L P S Y A B N O T P M A H E R T N E C Y R U B D O O W A Z A L P E L L I V S K C H I A Z A L P E K I P N R U T I ) T O L G N K R A P ( E N A L Y R R E M H T U O S S N O M M O C O H C R E J I Y A W D A O R B H T R O N 1 0 5 107 I N O N U R A L L O D Y L I M A F E K I P N R U T 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 ) l a i t n e d i s e r ( R E T N E C T E S S A H N A M E N A U D - S N E E U Q H T E P S A M E D A E R N N I I E G D R E L L I M . . C S D O O W E G D R I R E T N E C G N I P P O H S A L O E N M 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 I M S K R A P D O O W H C R B I . . C S T E S S O Y S L E C R A P T U O I - E G D R N E E R G A Z A L P D N A L S I N E T A T S A Z A L P E U N E V A T S E R O F A Z A L P N A L Y H . . C S D N O M H C R I . . C S A U Q E P A S S A M H T R O N N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( 1 0 0 2 6 0 0 2 3 7 9 1 5 1 0 2 4 1 0 2 5 1 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 5 9 9 1 9 0 0 2 9 0 0 2 4 0 0 2 7 0 0 2 5 1 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 5 1 0 2 5 1 0 2 4 8 9 1 6 8 9 1 6 9 9 1 0 1 0 2 6 8 9 1 3 8 9 1 4 1 0 2 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 ) A ( - - - - - - - - - - - - - - - 6 9 2 , 0 4 0 , 3 3 5 3 , 5 9 1 , 3 1 - - - - - - - - - - - - - - - 1 3 9 , 3 9 7 , 8 - - - - - - - - - - - - - - - - - - 1 7 7 , 4 8 0 , 2 3 S E C N A R B M U C N E 4 9 9 , 9 2 7 , 8 0 6 5 , 3 3 0 , 6 9 5 8 , 1 7 3 , 2 4 9 6 0 , 7 2 5 , 2 2 7 2 , 8 0 3 , 2 2 1 8 , 3 6 6 , 2 3 3 0 , 5 3 4 1 0 5 , 3 9 9 6 0 8 , 9 3 2 , 4 4 2 5 , 8 8 9 , 4 6 8 1 , 9 4 5 , 4 1 6 6 6 , 6 1 9 , 1 8 4 5 , 2 3 7 , 9 6 7 9 , 5 5 9 , 1 9 3 3 , 7 9 1 , 2 2 3 3 4 , 7 2 3 , 7 9 1 1 2 7 , 1 0 4 , 2 0 8 2 , 7 5 5 , 8 1 9 0 4 , 9 9 0 , 1 3 5 5 6 , 7 2 7 , 1 7 8 3 , 3 4 2 , 2 3 2 2 , 4 3 1 , 3 4 7 1 , 8 0 2 , 2 5 5 5 , 6 0 0 , 4 5 0 4 , 2 9 3 , 5 4 7 1 , 8 0 2 , 2 0 8 8 , 7 5 4 , 1 2 6 6 5 , 5 0 7 , 6 2 4 8 6 , 5 6 5 , 2 0 0 0 , 0 1 1 2 0 , 9 1 9 4 7 1 , 8 0 2 , 2 7 1 3 , 7 5 3 , 7 4 8 1 , 2 4 3 , 2 2 8 0 0 , 9 8 1 , 0 1 9 0 8 , 4 4 1 , 2 2 1 9 9 , 9 1 6 , 2 0 7 6 , 3 2 2 4 8 4 , 2 0 8 , 3 2 9 9 0 , 8 0 1 , 1 1 1 5 1 , 0 2 7 , 9 4 7 5 , 7 4 0 , 2 5 8 7 8 , 6 2 2 , 2 5 8 3 7 , 9 6 3 , 5 1 3 1 6 , 7 9 6 , 7 7 2 4 , 0 2 9 , 6 3 8 9 , 8 2 6 , 6 6 3 4 , 2 4 3 , 7 2 6 4 6 , 3 4 2 , 3 3 8 6 3 , 1 3 5 , 6 1 0 3 1 , 0 0 3 , 6 1 5 1 , 6 4 6 , 5 2 0 3 3 , 7 6 2 , 3 6 0 0 , 2 6 5 5 1 5 , 6 1 1 , 2 - 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E V A L A R T N E C - D O O F Y E K A Z A L P E C N E D N E P E D N I . . I C S S N A L P E T I H W N O I T C N U J Y E L L A V L L E W O P . D E M & E G A R A G L A T I P S O H A Z A L P E L L I V N N M C M I L I A T E R R T C K R A P H G H I R E T N E C L I A R T N O G E R O G N I P P O H S E R A U Q S R E T N E C L E C R A P . E V A R E T L U O C E R A U Q S N A B R U B U S A Z A L P A W E P P I H C A Z A L P E I G E N R A C E C I F F O 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 N Y A W A Z A L P E K I P E G D R I R E T N E C D O O F N O I P M A H C A Z A L P E N A M O R I R E T N E C T N E K T E K R A M R E P U S . . C S E T I R P O H S Y B B O L Y B B O H - D N A L E T I H W R E T N E C N W O T D N A L E T I H W S S E N L L E W K C W T S A E I R E T N E C G N I P P O H S T S A E G R U B S I R R A H 108 . . C S E N I L P I H S N W O T R E T N E C Y A D I L O H I T N O P M A H S R O H . C S N O T G N I S N E K W E N E R A U Q S N O T I R R O N E R A W D R A H S R A E S . R T C . . C S E R A U Q S Y R U B S W E R H S L L A M L L A H E T I H W T A S D O O F E L O H W D O O W E N N Y W D O O W E N N Y W T A S E P P O H S 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 I A T E R 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 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 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 R A U Q S I C S A R A M A L L I V I T A N A M - A Z A L P N R E T S E W - A Z A L P N R E T S E W O W T Z E U G A Y A M E N O Z E U Q A Y A M I S O B O L O C S O L I I S O B O L O C S O L 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 . . C S D L E I F G N R P S I . . C S E U N E V A D R O F K N A R F I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I I N O I 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 5 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( I N O I 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 5 1 0 2 , 1 3 R E B M E C E D 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I 8 7 9 1 8 7 9 1 2 0 0 2 5 0 0 2 6 0 0 2 6 0 0 2 3 0 0 2 4 1 0 2 5 1 0 2 6 0 0 2 6 0 0 2 8 9 9 1 5 9 9 1 9 0 0 2 0 1 0 2 2 1 0 2 0 0 0 2 8 0 0 2 1 1 0 2 6 9 9 1 7 9 9 1 1 1 0 2 5 1 0 2 5 1 0 2 8 9 9 1 5 1 0 2 5 1 0 2 3 1 0 2 3 1 0 2 5 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 8 0 0 2 2 1 0 2 5 1 0 2 5 1 0 2 6 9 9 1 4 1 0 2 9 9 9 1 7 0 0 2 4 1 0 2 5 1 0 2 5 9 9 1 4 1 0 2 4 0 0 2 8 0 0 2 5 1 0 2 - 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- , 4 3 3 4 1 4 8 2 , , 6 9 2 7 1 6 3 1 , , 0 0 3 7 2 8 2 , , 8 7 8 6 2 3 2 , , 1 7 2 2 9 7 0 3 , , 4 1 4 2 8 8 5 2 , , 8 2 4 8 4 2 3 4 , , 8 2 4 8 4 2 3 4 , , 1 4 5 5 9 8 5 , , 5 6 1 0 7 7 5 , , 2 2 0 6 1 2 3 3 , , 2 0 5 8 2 1 0 3 , , 1 1 2 0 2 0 9 3 , , 6 3 3 6 4 4 8 2 , , 8 5 7 2 0 1 0 2 , , 5 6 4 8 8 9 5 1 , , 5 0 5 8 2 4 4 , , 5 0 0 8 5 7 3 , , 8 7 2 2 4 5 3 3 , , 6 4 8 3 8 6 4 2 , , 2 1 8 6 1 4 2 1 , , 4 9 7 6 7 9 8 , , 7 5 8 9 0 9 4 , - 2 2 4 0 0 5 , 6 7 3 5 2 1 , , 0 2 5 7 8 0 3 , , 5 7 8 3 7 5 0 1 , , 3 9 2 4 1 1 4 , 0 0 5 0 7 6 , , 2 3 4 8 5 8 8 , , 8 1 0 0 4 4 3 , , 7 5 4 9 1 3 6 7 , , 2 4 9 9 4 9 8 4 , , 5 1 5 9 6 3 7 2 , , 4 5 8 0 6 4 7 5 1 , , 8 3 7 5 7 1 4 0 1 , , 6 1 1 5 8 2 3 5 , - - - 7 1 9 7 6 , 2 0 9 , 4 5 5 , 8 0 8 1 0 6 1 , , 6 9 3 5 5 2 2 , , 0 2 7 8 4 4 2 , , 6 2 1 7 2 3 1 , 8 8 8 7 7 , 5 5 3 9 9 6 , , 8 1 1 9 8 3 1 , - 9 0 2 2 1 1 , 6 0 8 0 6 , , 7 8 7 0 5 0 3 , 1 - 8 4 8 0 8 1 , 1 6 3 8 , 1 9 1 5 2 3 , , 2 9 0 4 9 2 2 , - 2 8 8 0 1 1 , , ) 3 1 7 3 5 8 2 1 ( , , 0 3 6 6 0 0 1 , 4 6 7 0 4 7 , - 0 9 7 2 2 9 , 3 3 7 8 9 4 , 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 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 - 1 5 6 , 1 3 4 , 2 8 5 1 , 5 4 1 , 8 2 - 2 6 5 , 4 4 9 5 1 2 , 3 2 7 , 4 4 5 5 , 6 5 7 , 0 5 3 3 3 , 5 6 0 , 3 6 - - - 1 9 4 , 7 2 7 , 7 2 1 5 5 , 4 2 5 , 2 2 1 3 7 , 3 8 1 , 4 8 6 6 0 , 7 8 5 , 4 5 0 5 4 , 4 8 4 , 8 2 1 4 4 , 4 6 8 , 4 3 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 4 4 8 , 3 0 7 , 7 6 1 7 , 3 1 8 , 6 - - 2 6 2 , 3 8 9 , 2 7 8 6 , 1 0 0 , 2 4 1 4 , 2 8 8 , 5 2 8 6 0 , 0 4 2 , 3 4 3 7 0 , 6 7 4 , 3 5 3 7 , 9 6 5 , 1 4 5 4 0 , 4 6 7 , 8 2 5 6 4 , 8 8 9 , 5 1 5 7 3 , 1 5 7 , 2 1 4 1 , 2 0 3 , 4 2 4 0 0 , 4 5 0 , 8 9 0 2 , 1 5 4 , 8 4 8 3 7 , 5 7 1 , 4 0 1 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 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 1 8 5 , 4 4 2 , 2 2 9 6 , 3 7 3 , 1 2 2 4 , 0 0 5 - 7 0 1 , 8 7 6 , 8 0 0 0 , 3 4 3 , 4 7 8 0 , 9 6 8 , 8 1 7 6 0 , 9 3 7 , 0 1 0 8 1 , 2 5 5 , 3 1 1 9 4 , 7 9 8 , 7 7 1 0 , 1 4 9 , 6 2 3 9 , 3 3 0 , 6 7 6 2 , 3 2 7 , 6 9 0 1 , 8 4 8 , 3 1 7 2 4 , 7 1 5 , 8 6 3 6 , 2 2 3 , 6 1 9 3 6 , 7 2 8 , 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 4 1 4 , 0 0 5 0 6 2 , 1 1 0 , 3 5 0 7 , 8 6 5 , 2 - 8 4 5 , 3 6 3 , 5 2 7 4 4 , 6 3 4 , 3 1 7 1 3 , 9 0 6 2 2 4 , 0 0 5 7 5 8 , 9 0 9 , 4 6 7 3 , 5 2 1 0 0 0 , 0 0 5 , 4 3 8 2 , 5 4 1 , 0 1 3 9 2 , 4 1 1 , 4 0 0 5 , 0 7 6 3 7 3 , 9 9 4 , 8 8 1 0 , 0 4 4 , 3 5 1 5 , 9 6 3 , 7 2 6 1 1 , 5 8 2 , 3 5 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 L L A H S R A M G N I P P O H S F F U R D O O W I T N O P E L A D Y R R E H C A Z A L P D O O W T S E W 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 R E T N E C 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 S L L I H E H T F O R E T N E C N O I T A T S Y A W E T A G . . C S E G A L L I V N W O T Y A B G N I S S O R C N O N A B E L N O T S E R P D L E I F R E P P O C T A E R T N E C E H T R E T N E C E N W O T S S E R P Y C K O O R B Y A B T A R E T N E C I N W O T E I R A R P E K A L G N I S S O R C E N W O T E L L I V S N W O R B R E T N E C E C A L P T E K R A M E O R N O C A Z A L P Y R E M O G T N O M 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 E G A L L I V D O O W R E P P O C S N O M M O C A T I C O C S A T A E G A L L I V D L E I F R E P P O C S G N I S S O R C L L A B M O T . . R T C P O H S I E G D R A T S I V T A S P O H S I A Z A L P S N A L P H T U O S A Z A L P E G D R A T S I V I A Z A L P E G D R A T S I V I . . R T C P O H S 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 T N E C C A - I I E S A H P S K A O E K A L H T U O S G N I P P O H S E G D R B D O O W I . W 0 8 4 R E T N E C E N W O T E L P M E T R E T N E C E N W O T E L P M E T A Z A L P R E M I E H T S E W A Z A L P N W O T E K R U B Y A W K R A P D N A R G E C A L P T E K R A M S G N I S S O R C G N R P S I R E T N E C 109 R E T N E C T A O C N O T G N I L R U B A Z A L P E N W O T Y E L D U S G N I P P O H S W E I V Y E L L A V E R A U Q S E N W O T G N I S S O R C N W O T S E L L U D A Z A L P N U R C A M O T O P R E T N E C 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 N O I T C U R T S N O C N O I T I S I U Q C A F O E T A D F O E T A D ) C ( ) A ( I N O I 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 5 1 0 2 , 1 3 R E B M E C E D 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 N O I T A I C E R P E D D E T A L U M U C C A N O I T A I C E R P E D G N I D L I U B & T N E U Q E S B U S G N I 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 I I T 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 I T I N I I S E I R A D I S B U S D N A N O I T A R O P R O C Y T L A E R O C M K I 8 0 0 2 5 1 0 2 7 0 0 2 3 1 0 2 2 1 0 2 2 1 0 2 5 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 - - 6 5 9 , 4 4 7 , 6 5 6 7 3 , 5 5 2 , 1 3 - - - 0 0 4 , 8 2 1 , 7 9 8 4 , 6 2 1 , 4 2 - - - - ) 8 7 5 , 2 8 8 ( 0 3 8 , 1 8 9 , 4 1 6 , 1 8 3 7 , 5 9 7 , 0 2 2 6 9 , 6 6 6 , 9 0 1 1 8 0 , 6 7 6 , 3 8 3 0 , 7 8 1 6 , 3 9 1 , 3 7 9 , 3 4 1 3 5 7 , 2 9 5 , 1 1 2 5 7 , 0 8 1 , 1 0 1 2 , 3 4 4 , 3 4 4 1 2 , 3 4 6 , 6 1 5 6 8 , 6 1 3 , 2 3 0 4 9 , 6 2 9 , 5 2 0 8 , 8 4 5 , 9 2 6 7 5 , 4 9 4 , 0 1 2 9 0 , 9 0 6 , 7 1 2 4 5 , 5 8 8 , 2 - - 8 4 2 , 9 7 8 6 2 , 4 6 7 5 3 3 , 6 4 4 , 4 5 8 6 , 2 9 7 , 3 6 6 1 , 0 9 6 , 9 8 3 1 , 1 1 1 , 1 4 4 1 , 4 1 9 , 7 1 9 6 9 , 1 9 7 , 7 9 5 6 , 8 4 9 , 4 2 8 3 2 , 9 8 4 , 3 5 4 , 9 2 5 8 , 3 5 1 , 3 7 8 0 , 4 3 2 3 3 , 8 8 8 , 9 1 3 , 5 1 1 2 , , 3 4 0 3 4 3 3 1 1 , , 4 1 6 9 4 4 6 8 , , 9 2 4 3 9 8 6 2 , - , 6 7 7 2 8 9 6 2 , , 5 3 9 6 9 1 9 1 , , 1 4 8 5 8 7 7 , , 9 0 3 9 3 0 1 , , 6 4 9 5 6 5 5 5 1 , , 8 8 5 3 6 0 5 9 , , 8 5 3 2 0 5 0 6 , , 0 0 0 0 6 2 1 , 5 4 5 , 9 8 8 , 7 4 0 0 0 0 0 9 , 2 8 6 , 8 3 1 , 7 3 0 0 0 0 6 3 , 3 6 8 , 0 5 7 , 0 1 , 2 8 4 7 0 4 7 1 , , 7 5 6 8 8 9 1 1 , , 5 2 8 8 1 4 5 , , 0 5 5 9 0 1 6 3 , , 7 3 9 3 5 3 2 3 , , 3 1 6 5 5 7 3 , , 6 0 1 7 1 6 5 1 , , 6 0 1 5 1 0 5 1 , 0 0 0 2 0 6 , , 6 4 9 2 6 4 7 4 , , 0 4 2 8 2 1 1 4 , , 6 0 7 4 3 3 6 , , 7 5 3 7 6 3 2 , 9 9 2 , 6 9 0 6 3 0 0 1 , - 0 5 0 6 8 , , 5 3 2 9 8 2 1 1 , , ) 1 5 7 3 1 4 6 3 ( , 4 1 7 , 5 0 6 , 1 1 3 4 7 , 8 2 7 , 7 1 7 9 , 6 7 8 , 3 ) 2 5 2 , 2 8 0 , 9 6 ( , 2 9 0 9 0 6 7 1 , , 2 4 5 5 8 8 2 , , 1 2 8 5 4 9 0 1 , , 6 4 7 2 8 1 8 5 , - - , 0 0 3 0 6 6 6 , , 2 9 0 9 0 6 7 1 , , ) 1 7 5 7 0 9 5 ( , , 2 4 5 5 8 8 2 , , 1 2 5 5 8 2 4 , , ) 9 8 9 8 3 5 8 ( , , ) 6 6 7 4 8 1 1 ( , , 9 2 2 5 2 8 6 5 , , 7 1 5 7 5 3 1 , , ) 3 2 6 1 5 8 8 ( , , 6 2 1 9 0 8 8 6 5 1 1 , , , 3 1 1 9 2 6 2 1 7 8 , , , 3 1 0 0 8 1 6 5 8 2 , , , 8 6 5 8 5 7 2 3 4 , 1 , 4 1 6 , 9 4 4 , 6 8 5 2 6 , 7 5 1 , 8 1 1 4 8 , 5 8 7 , 7 9 2 4 , 3 9 8 , 6 2 1 3 2 , 6 9 6 , 2 9 8 5 3 , 2 0 5 , 0 6 - - 0 4 6 , 9 9 7 3 8 3 , 2 4 0 , 7 3 7 5 6 , 8 8 9 , 1 1 7 8 4 , 8 4 1 , 2 3 1 7 8 , 5 2 7 , 3 6 9 7 , 9 2 5 , 1 7 6 7 5 , 1 8 4 , 6 5 7 1 5 , 7 5 2 , 1 4 0 2 , 7 2 1 , 5 6 0 0 0 , 0 6 3 5 2 8 , 8 1 4 , 5 3 1 0 , 5 7 8 , 3 0 0 0 , 2 0 6 3 6 8 , 0 5 7 , 0 1 0 0 9 , 6 4 3 , 2 1 0 9 3 , 6 0 2 , 4 2 3 6 6 , 6 1 5 , 3 2 1 3 5 , 4 2 4 , 1 1 1 8 1 , 7 0 9 , 1 0 7 0 , 3 7 8 , 0 1 G N I P P O H S E G A L L I V R E I T N O R F E C A L P T E K R A M D R O F F A T S T A E C A L P T E K R A M E H T H T R O N N R U B U A I A R O T C A F L E C R A P T U O T S E W A I P M Y L O S N O M M O C K R A P N I L K N A R F 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 S E I T R E P O R P O R C M I I E G D R E U L B . C N I , V I N A O L H T R O N C R K . R T C S O L - T B M D A N O N O C X E M - I O I L O F T R O P F O E C N A L A B S O B A C O L L I S O M R E H O C X E M - I 1 0 7 , 9 1 4 , 2 8 2 , 7 7 5 8 , 0 3 6 , 3 5 8 , 2 S L A T O T 110 KIMCO REALTY CORPORATION AND SUBSIDIARIES SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2015 Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows: Buildings....................15 to 50 years Fixtures, building and leasehold improvements.................Terms of leases or useful lives, whichever is shorter (including certain identified intangible assets) The aggregate cost for Federal income tax purposes was approximately $9.3 billion at December 31, 2015. The changes in real estate assets for the years ended December 31, 2015, 2014 and 2013 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 2015 2013 2014 $ 10,018,225,775 $ 9,123,343,869 $ 8,947,286,646 475,108,219 107,411,806 317,995,154 (559,328,593) (77,664,078) (4,780,841) (69,463,649) (13,220,795) $ 11,568,809,126 $ 10,018,225,775 $ 9,123,343,869 548,553,619 134,921,993 1,065,330,540 (781,200,981 ) - (8,628,954 ) (32,935,408 ) (31,158,903 ) 278,401,182 191,662,698 1,673,542,610 (507,185,370) (587,007) (56,774,522) (18,432,226) (10,044,014) The changes in accumulated depreciation for the years ended December 31, 2015, 2014 and 2013 are as follows: Balance, beginning of period Depreciation for year Transfers from (to) unconsolidated joint ventures Sales Adjustment of fully depreciated asset Assets held for sale Change in exchange rate Balance, end of period Reclassifications: 2015 2013 2014 $ 1,955,405,720 $ 1,878,680,836 $ 1,745,461,577 243,011,431 - (96,915,316) (4,780,841) (7,351,096) (744,919) $ 2,115,319,888 $ 1,955,405,720 $ 1,878,680,836 256,088,382 - (167,458,882 ) (8,628,954 ) - (3,275,662 ) 333,948,605 - (116,864,875) (56,774,522) - (395,040) Certain Amounts in the Prior Period Have Been Reclassified in Order to Conform with the Current Period's Presentation. 111 KIMCO REALTY CORPORATION AND SUBSIDIARIES Schedule IV – Mortagage Loans on Real Estate As of December 31, 2015 (in thousands) Type of Loan/Borrower Description Location (c) Mortgage Loans: Borrower A Borrower B Borrower C Borrower D Borrower E Borrower F Retail Retail Retail Retail Retail Retail Borrower G NonRetail Toronto, ON Westport, CT Las Vegas, NV Miami, FL Miami, FL Miami, FL Oakbrook Terrrace, IL 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) 5.00% 6.50% 12.00% 7.57% 7.57% 7.57% 5.00% 7/31/2017 P& I 6.50% 3/4/2033 12.00% 5/14/2033 7.57% 6/1/2019 P& I 7.57% 6/1/2019 P& I 7.57% 6/1/2019 P& I I I - $ - - - - - 5,730 $ 5,014 3,075 3,966 4,201 3,678 5,333 5,014 3,075 2,224 2,207 2,058 6.00% 6.00% 12/9/2024 I - 1,950 1,950 Individually < 3% (d) (e) (e) (f) Other: Individually < 3% Capitalized loan costs Total (g) (g) (h) - 2,922 30,536 1,511 23,372 600 444 - 8 $ 31,136 $ 23,824 (a) I = Interest only; P&I = Principal & Interest (b) The instruments actual cash flows are denominated in U.S. dollars and Canadian dollars as indicated by the geographic location above (c) The aggregate cost for Federal income tax purposes is $23.8 million (d) Comprised of four separate loans with original loan amounts ranging between $0.2 million and $0.4 million (e) Interest rates range from 1.10% to 2.02% (f) Maturity dates range from 3.8 years to 14.9 years (g) Interest rate 2.28% (h) Maturity date 4/1/2027 For a reconcilition of mortgage and other financing receivables from January 1, 2013 to December 31, 2015 see Footnote 10 of the Notes to Consolidated Financial Statements included in this annual report of Form 10-K. 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. 112 Kimco Realty Corporation and Subsidiaries Computation of Ratio of Earnings to Fixed Charges For the year ended December 31, 2015 (in thousands, except for ratio) Exhibit 12.1 Pretax earnings from continuing operations before adjustment for noncontrolling interests or income loss from equity investees (1) $ 675,657 Add: Interest on indebtedness (excluding capitalized interest) Amortization of debt premiums, discounts and capitalized expenses Amortization of capitalized interest Portion of rents representative of the interest factor Distributed income from equity investees 222,542 17,228 4,746 7,877 928,050 126,263 Pretax earnings from continuing operations, as adjusted $ 1,054,313 Fixed charges - Interest on indebtedness (excluding capitalized interest) Capitalized interest Amortization of debt premiums, discounts and capitalized expenses Portion of rents representative of the interest factor Fixed charges Ratio of earnings to fixed charges $ 222,542 5,618 17,228 7,877 $ 253,265 4.2 (1) Includes an aggregate gain on liquidation of real estate joint venture interests of $373.8 million. 113 Kimco Realty Corporation and Subsidiaries Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends For the year ended December 31, 2015 (in thousands, except for ratio) Exhibit 12.2 Pretax earnings from continuing operations before adjustment for noncontrolling interests or income loss from equity investees (1) $ 675,657 Add: Interest on indebtedness (excluding capitalized interest) Amortization of debt premiums, discounts and capitalized expenses Amortization of capitalized interest Portion of rents representative of the interest factor Distributed income from equity investees 222,542 17,228 4,746 7,877 928,050 126,263 Pretax earnings from continuing operations, as adjusted $ 1,054,313 Combined fixed charges and preferred stock dividends - Interest on indebtedness (excluding capitalized interest) Capitalized interest Preferred dividend factor Amortization of debt premiums, discounts and capitalized expenses Portion of rents representative of the interest factor Combined fixed charges and preferred stock dividends Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (1) Includes an aggregate gain on liquidation of real estate joint venture interests of $373.8 million. $ 222,542 5,618 60,103 17,228 7,877 $ 313,368 3.4 114 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Conor C. Flynn, certify that: Exhibit 31.1 1. I have reviewed this Annual Report on Form 10-K of Kimco Realty Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 26, 2016 /s/ Conor C. Flynn Conor C. Flynn Chief Executive Officer 115 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Glenn G. Cohen, certify that: Exhibit 31.2 1. I have reviewed this Annual Report on Form 10-K of Kimco Realty Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 26, 2016 /s/ Glenn G. Cohen Glenn G. Cohen Chief Financial Officer 116 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, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 26, 2016 Date: February 26, 2016 /s/ Conor C. Flynn Conor C. Flynn Chief Executive Officer /s/ Glenn G. Cohen Glenn G. Cohen Chief Financial Officer 117 YEAR DEVELOPED OR PORTFOLIO ACQUIRED LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES Exhibit 99.1 LOCATION ALABAMA HOOVER ARIZONA GLENDALE MESA MESA (5) 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 (5) FAIR OAKS FREMONT FREMONT (5) FRESNO GARDENA GRANITE BAY PRU PRU PRU PRU PRU KIR PRU CPP PRU PRU PRU PRU PRU PRU PRU PRU HACIENDA HEIGHTS OJV HAYWARD PRU HUNTINGTON BEACH PRU JACKSON LA MIRADA LA VERNE LAGUNA HILLS LINCOLN LIVERMORE LOS ANGELES (5) LOS ANGELES MODESTO MONTEBELLO NAPA NORTHRIDGE NOVATO OCEANSIDE OCEANSIDE PACIFICA (5) PACIFICA (5) PLEASANTON POWAY RANCHO CUCAMONGA REDWOOD CITY OJV PRU PRU PRU KIR PRU PRU PRU OJV PRU 2007 2008 2009 2005 2011 2011 1998 1998 1998 1997 2009 2011 2015 2012 2011 1998 1995 2006 2006 2006 2014 2014 1998 2008 2015 2006 2006 2008 1998 2015 1998 2007 2000 2006 2002 2006 2010 2006 2006 2006 2006 2007 2006 2009 2006 2006 2011 2006 2006 2008 1998 2014 2007 2015 2006 2010 2006 2006 2000 2006 2005 2009 2006 2006 2014 2006 2007 2005 2006 2009 140,358 70.6 MARSHALLS 25,000 PETCO 15,000 DOLLAR TREE 10,000 169,257 227,627 89.3 MOR FURNITURE FOR LESS 40,000 WALMART 30,655 MICHAELS 100.0 SPORTS AUTHORITY 51,154 MEGA FURNITURE 41,750 PETSMART 1,103,005 96.3 WALMART 79,790 100.0 MOR FURNITURE FOR LESS 208,000 BASS PRO SHOPS OUTDOOR WORLD 170,000 HOME DEPOT 33,234 MICHAELS 25,520 17,500 25,339 102,589 53,984 JO-ANN FABRICS 40,734 ROSS DRESS FOR LESS 23,984 98,054 MICHAELS 23,190 GUITAR CENTER 20,293 95.8 218,608 167,862 100.0 NORTH VALLEY LH BURLINGTON COAT FACTORY 80.3 HOME DEPOT 95.2 COSTCO 97.2 SAFEWAY 95.9 GOODWILL INDUSTRIES 107,724 141,659 FALLAS PAREDES 62,573 TRADER JOE'S 42,504 110,627 MICHAELS 100.0 WALMART 251,361 COSTCO 95.2 WALMART 93.7 CVS 24,519 99.0 WHOLE FOODS MARKET 32,306 153,180 229,707 131,621 70,428 184,292 825,185 62,559 62,285 24,390 DD'S DISCOUNTS 11,145 25,666 154,809 JCPENNEY 21,406 98,000 195,473 15,396 348,524 154,043 105,338 113,233 160,928 100.0 COSTCO 116,560 COSTCO 40,459 JO-ANN FABRICS 13,472 100.0 NORTHGATE GONZALEZ MARKETS 15,396 97.7 FOREVER 21 92.4 RALPH'S 80,000 EL SUPER 45,000 RITE AID 93.9 STATER BROTHERS 37,440 HARBOR FREIGHT TOOLS 54,087 SMART & FINAL EXTRA! 30,000 12,200 18,235 99 CENT DISCOUNT 17,459 DOLLAR TREE 10,797 98.3 STATER BROTHERS 96.3 MARSHALLS 64,039 PLANET FITNESS 27,000 DOLLAR TREE 29,025 16,610 KIDS R US 15,062 214,197 96.8 HOME DEPOT 110,861 WALMART NEIGHBORHOOD MARKET 44,257 FALLAS PAREDES 21,890 264,335 69,812 339,001 168,264 73,352 356,335 228,465 491,898 148,805 277,957 110,205 614,026 155,070 98,396 137,035 118,804 220,932 98,625 504,666 126,207 121,107 65,987 140,483 135,012 80,311 148,805 67,665 264,513 226,872 160,000 119,559 104,165 158,004 169,653 214,389 251,489 349,530 158,645 133,485 353,004 92,378 166,231 100,433 175,000 121,594 56,019 49,870 98.6 EVANS FURNITURE GALLERIES 92.9 RALEY'S 85.3 LA CURACAO 97.1 DOLLAR TREE 89.8 STATER BROTHERS 57,635 FOOD MAXX 54,239 BED BATH & BEYOND 25,002 62,098 104,465 ROSS DRESS FOR LESS 25,060 PETSMART 43,235 30,730 DD'S DISCOUNTS 24,225 RITE AID 100.0 COSTCO 154,569 WALMART 153,578 NAVCARE 93.3 MARSHALLS 96.2 COSTCO 84.8 VONS 92.3 LOWE'S HOME CENTER 94.7 99 RANCH MARKET 32,000 NORDSTROM RACK 114,112 HOME DEPOT 55,650 PETSMART 111,348 SKYZONE 29,657 97.4 HOME DEPOT 109,000 SAFEWAY 30,809 BED BATH & BEYOND 100,000 UFC GYMS 24,515 25,608 JO-ANN FABRICS 57,817 BURLINGTON COAT FACTORY 55,000 100.0 ORCHARD SUPPLY HARDWARE 98.5 RITE AID 95.9 BEL AIR MARKET 100.0 KOHL'S 80.6 LA FITNESS 97.7 RALEY'S 87.1 SAFEWAY 98.7 SAVE MART 100.0 BED BATH & BEYOND 100.0 99 RANCH MARKET 91.7 RALEY'S 91.5 168 MARKET 35,829 MARSHALLS 32,000 ROSS DRESS FOR LESS 31,060 27,642 ROSS DRESS FOR LESS 56,435 24 HOUR FITNESS 24,000 PETCO 22,000 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 DAISO JAPAN 60,114 44,128 VIVO DANCESPORT CENTER 13,000 40,000 CVS 39,830 MARSHALLS 24,437 24 HOUR FITNESS 35,747 ROSS DRESS FOR LESS 30,187 19,300 12,000 DAISO JAPAN 10,000 88.4 99 CENTS ONLY STORE 84.0 VONS 100.0 RALEY'S 29,300 BIG LOTS 40,800 CVS 62,625 23,334 20,120 CRUNCH FITNESS 95.8 UFC GYMS 45,388 U.S. POSTAL SERVICE 91.0 TARGET 100.0 MACY'S 96.4 SAFEWAY 82.4 ROSS DRESS FOR LESS 98.5 RALPHS/FOOD 4 LESS 98.6 KMART 81.0 MB2 RACEWAY, INC. 97.9 SEARS 100.0 TARGET 114,732 MARSHALLS 160,000 55,342 CVS 23,077 24,000 BIG 5 SPORTING GOODS 10,000 22,224 RITE AID 38,950 FACTORY 2-U 34,420 CVS 82,504 SUPERIOR MARKETS 50,000 RALEY'S 49,800 PLANET FITNESS 105,000 TOYS R US/BABIES R US 46,270 AMC THEATERS 116,000 HOME DEPOT 26,577 MOVIES 7 DOLLAR THEATRE 27,764 STAPLES 25,000 21,440 14,580 30,644 45,000 25,196 10,000 22,880 30,028 24,145 16,609 24,900 15,661 18,160 25,487 23,240 39,263 60,890 15,708 25,000 19,085 100,238 RALEY'S 39,348 24,769 DOLLAR TREE 30,000 BARNES & NOBLE 11,000 24,246 RITE AID 23,064 26,210 ROSS DRESS FOR LESS 21,912 75.4 DSW SHOE WAREHOUSE 43,000 SUPER KING MARKET 97.0 SAFEWAY 97.4 SEARS OUTLET 96.7 TRADER JOE'S 91.9 SAFEWAY 89.8 SAFEWAY 100.0 MACY'S 97.9 STEIN MART 51,199 RITE AID 38,902 ROSS DRESS FOR LESS 12,881 LAMPS PLUS 45,892 ROSS DRESS FOR LESS 29,200 RITE AID 175,000 40,000 HOME GOODS 100.0 CVS 100.0 ORCHARD SUPPLY 21,415 42,509 118 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES RIVERSIDE ROSEVILLE ROSEVILLE 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 TUSTIN TUSTIN TUSTIN UPLAND VALENCIA VISTA WALNUT CREEK WESTMINSTER WINDSOR YORBA LINDA OJV KIR CPP PRU PRU PRU PRU KIR KIR CPP KIR OJV PRU PRU PRU PRU PRU PRU PRU COLORADO ARVADA (5) AURORA (5) AURORA AURORA COLORADO SPRINGS DENVER ENGLEWOOD FORT COLLINS GREELEY HIGHLANDS RANCH LAKEWOOD LITTLETON KIR KIR OJV KIR KIR CONNECTICUT BRANFORD DANBURY ENFIELD FARMINGTON HAMDEN NORTH HAVEN WILTON DELAWARE DOVER 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 DANIA BEACH (2) CPP DELRAY BEACH FORT LAUDERDALE HOLLYWOOD HOMESTEAD CPP OJV 2008 2014 2015 2007 2000 2010 2009 2006 2007 2015 2012 2006 2006 2006 2005 1999 1998 2013 2005 2015 1999 2010 2000 2006 2015 2013 2006 2006 2006 2006 2006 2006 2006 2014 2012 2013 1998 1998 1998 1998 1998 1998 2000 2012 2011 1998 2011 2000 2014 2000 1998 1973 1998 2012 2003 2014 2014 1998 1967 2015 1999 1998 2001 2015 2015 2005 1994 1997 2014 2015 2009 2010 1972 86,108 92.5 HARDWARE BURLINGTON COAT FACTORY 67,104 188,493 81,171 225,919 117,410 412,674 35,000 205,853 48,169 116,825 108,741 154,000 183,180 95,255 174,428 41,913 134,400 96,627 41,565 311,498 342,127 417,252 270,405 26,553 41,149 687,590 193,415 137,899 273,149 143,070 122,563 114,627 209,749 126,187 160,773 141,392 118,030 44,097 149,975 107,310 18,405 80,330 115,862 138,818 208,191 82,581 190,104 190,738 136,209 148,517 209,132 345,023 338,716 131,630 87.4 SPORTS AUTHORITY 43,373 SPROUTS FARMERS MARKET 36,041 ROSS DRESS FOR LESS 27,471 100.0 SAFEWAY 100.0 NORDSTROM 100.0 24 HOUR FITNESS 100.0 COSTCO 100.0 CLAIM JUMPER 100.0 TJ MAXX 100.0 NAMASTE PLAZA SUPERMARKET 100.0 98.9 ALBERTSONS 95.1 STEIN MART 84.6 WALMART 88.3 ROSS DRESS FOR LESS 90.7 VONS 81.0 PETCO 100.0 HOME DEPOT 97.7 VALLARTA SUPERMARKETS 92.5 ACE HARDWARE 99.2 24 HOUR FITNESS 98.9 KMART 100.0 WALMART 96.0 SEARS OUTLET 81.9 89.5 97.7 TARGET 96.3 HAGGEN 93.9 RALPH'S 98.3 HOME DEPOT 96.6 RALPH'S 96.9 ALBERTSONS 55,146 225,919 66,851 SPORTS AUTHORITY 153,095 PRICE SELF STORAGE 10,600 31,152 HOME GOODS 38,359 120,962 COSTCO 30,619 CVS 10,439 66,284 30,000 ROSS DRESS FOR LESS 27,200 PETCO 101,500 26,706 MICHAELS 52,071 MICHAELS 10,000 134,400 40,751 19,020 21,006 CVS 50,000 30,000 15,000 16,854 12,100 36,000 BED BATH & BEYOND 86,479 FOOD 4 LESS 221,639 KOHL'S 43,595 UFC GYMS 28,000 30,000 TJ MAXX 52,640 TRISTONE THEATRES 29,650 88,728 ROSS DRESS FOR LESS 30,138 27,000 42,575 MARSHALLS 134,639 AMC THEATERS 41,430 RITE AID 36,400 MICHAELS 98,064 HOBBY LOBBY 45,579 CVS 46,819 CVS 68,159 WHOLE FOODS MARKET 60,550 16,520 19,072 CRUNCH FITNESS 14,888 22,364 TRADER JOE'S 63,748 STAPLES 24,133 25,500 22,154 94.4 CENTURY THEATRES 57,017 99.4 PAVILIONS 69,445 COST PLUS WORLD MARKET HOWARD'S APPLIANCES & FLAT SCR 19,044 17,962 19,950 97.1 SAFEWAY 100.0 DICK'S SPORTING GOODS 52,610 CVS 50,000 BED BATH & BEYOND 43,000 MICHAELS 23,923 83.5 RITE AID 56,674 89.6 ROSS DRESS FOR LESS 30,187 TJ MAXX 28,140 SPACE AGE FEDERAL CU 82.1 76.1 ALBERTSONS 84.5 CAMERONS PRODUCTS 100.0 SAVE-A-LOT 100.0 HOBBY LOBBY 100.0 KOHL'S 41,896 DOLLAR TREE 65,280 DOLLAR TREE 18,405 50,690 OLD COUNTRY BUFFET 10,000 10,000 105,862 GUITAR CENTER 14,301 KEY BANK (3) 12,000 100.0 BED BATH & BEYOND 27,974 MICHAELS 93.4 ACE HARDWARE 93.4 SAFEWAY 83.4 KING SOOPERS 33,450 TJ MAXX 49,788 64,532 OFFICE DEPOT 98.0 KOHL'S 100.0 WALMART 94.4 KOHL'S 99.4 SPORTS AUTHORITY 100.0 WALMART 86,830 BIG Y 105,255 MARSHALLS 88,000 BEST BUY 50,000 NORDSTROM RACK 89,750 BON-TON 98.5 HOME DEPOT 111,500 COSTCO 21,323 SPROUTS FARMERS MARKET 30,000 OFFICEMAX 25,267 KWAL PAINT 46,669 30,954 30,048 35,834 LA FITNESS 58,604 BOB'S STORES 109,920 DICK'S SPORTING GOODS 89.3 STOP & SHOP 46,764 BOW TIE CINEMAS 14,248 11,047 11,250 21,236 23,500 15,000 33,320 49,133 48,265 4,835 100.0 165,805 100.0 SHOPRITE 58,236 SPORTS AUTHORITY 42,456 RAYMOUR & FLANIGAN FURNITURE 36,000 151,236 21,100 79,676 196,776 162,996 143,785 42,030 125,108 212,388 55,089 86,342 50,906 229,034 898,913 205,614 100.0 DSW SHOE WAREHOUSE 23,990 PETCO 15,400 PIER 1 IMPORTS 10,458 100.0 98.2 PUBLIX 95.3 BEALLS 79.2 PUBLIX 96.1 BED BATH & BEYOND 77.7 100.0 PUBLIX 99.0 HOME DEPOT 100.0 BIG LOTS 100.0 TJ MAXX 54,376 103,479 ALBERTSONS 42,112 TJ MAXX 51,195 25,019 STACEY'S HOMESTYLE BUFFET 10,666 40,000 ROSS DRESS FOR LESS 25,106 YOUFIT HEALTH CLUBS 15,000 44,684 ROSS DRESS FOR LESS 100,200 JO-ANN FABRICS 33,517 29,500 DISCOVERY CLOTHING CO. 32,265 STAPLES 49,865 STAPLES 20,347 17,055 15,000 PARTY CITY 12,000 100.0 PUBLIX 92.0 REGAL CINEMAS 100.0 HOME DEPOT 100.0 PUBLIX 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 24,887 114,764 23,500 119 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES HOMESTEAD JACKSONVILLE (2) JACKSONVILLE JACKSONVILLE KEY LARGO LAKELAND LARGO LARGO LAUDERHILL LEESBURG MARATHON MELBOURNE MERRITT ISLAND MIAMI MIAMI MIAMI (5) MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIAMI MIRAMAR MOUNT DORA NORTH MIAMI BEACH ORLANDO ORLANDO (5) ORLANDO ORLANDO ORLANDO OVIEDO PENSACOLA PLANTATION POMPANO BEACH SAINT PETERSBURG SARASOTA TALLAHASSEE TAMPA TAMPA TAMPA WEST PALM BEACH (5) WEST PALM BEACH WEST PALM BEACH WINTER HAVEN YULEE GEORGIA ALPHARETTA ATLANTA (5) ATLANTA AUGUSTA KIR OJV OJV OJV KIR OJV KIR OJV OIP KIR AUGUSTA DULUTH FLOWERY BRANCH LAWRENCEVILLE LILBURN PEACHTREE CITY SAVANNAH SAVANNAH SNELLVILLE KIR IDAHO NAMPA ILLINOIS KIR KIR BATAVIA BLOOMINGTON CHAMPAIGN CHICAGO CHICAGO CRYSTAL LAKE DOWNERS GROVE DOWNERS GROVE ELGIN FAIRVIEW HEIGHTS FOREST PARK KILDEER MOUNT PROSPECT 1972 2005 2015 2010 2000 2001 1968 1992 1978 2008 2013 1968 2015 2003 1968 1965 1986 2009 2015 2015 2007 2011 2013 1995 2005 1997 1985 1971 2000 2008 2009 2011 2015 2011 1974 2012 1968 2008 1998 2001 1997 2004 2009 2014 1997 1973 2003 2008 2008 2007 2001 1995 2015 2011 2013 2013 2014 1993 2008 2001 2005 2002 1972 2001 1997 1997 1998 1999 1997 1972 1998 1997 2013 1997 3,600 88,479 72,840 256,980 207,365 241,256 149,472 177,462 181,576 13,468 106,491 168,737 60,103 87,305 107,000 67,210 87,098 293,001 63,563 60,280 355,134 112,423 61,837 64,007 73,428 78,452 131,981 154,352 180,156 154,356 86,321 78,093 101,377 60,414 81,511 118,574 100,237 187,798 340,541 206,564 197,181 23,350 66,440 3,787 91,160 59,426 130,407 218,047 175,835 532,945 112,537 78,025 92,985 285,656 73,910 227,389 186,526 197,605 311,093 21,000 274,282 188,250 111,720 124,299 86,894 80,624 141,578 141,702 178,920 193,217 98,371 171,346 192,547 108,795 97.2 PUBLIX 51,420 WALGREENS 15,930 64.7 FLORIDA CAREER COLLEGE 100.0 PUBLIX 83.5 24 HOUR FITNESS 44,000 C-TOWN 23,145 55,000 PGA TOUR SUPERSTORE 50,239 SPORTS AUTHORITY 49,875 TJ MAXX 26,843 ORLANDO HEALTH 100.0 MARSHALLS 30,027 HOME GOODS 24,991 GOLFSMITH GOLF CENTER 100.0 73.0 HAVERTY'S 90.4 PUBLIX 100.0 STEIN MART 94.2 KMART 96.9 HOBBY LOBBY 91.2 WALMART (3) 100.0 PUBLIX 44,916 HHGREGG 44,840 36,000 SEARS OUTLET 108,842 PUBLIX 53,271 STEIN MART 101,900 ALDI 42,112 LA FITNESS 90.0 TOYS R US/BABIES R US 44,450 STAPLES 30,209 25,200 28,020 TJ MAXX 48,555 39,500 ROSS DRESS FOR LESS 30,846 20,800 33,490 SPORTS AUTHORITY PRESIDENTE SUPERMARKET 23,500 30,335 22,772 52,571 WINN-DIXIE 38,400 69,900 WALGREENS 15,525 IN THE PINK THRIFT 12,430 100.0 92.1 KMART 78.8 GSI COMMERCE CALL CENTER 100.0 PUBLIX 100.0 WINN-DIXIE 100.0 HOME DEPOT 94.9 BABIES R US 98.4 PUBLIX 97.6 KMART 100.0 PUBLIX 100.0 PUBLIX 89.6 PUBLIX 97.2 WINN-DIXIE 44,840 55,944 STAPLES 105,154 40,214 46,810 WALGREENS 114,000 HOBBY LOBBY 44,271 45,600 56,000 BUY BUY BABY LITTLE VILLAGE LEARNING CENTER 34,890 100.0 WINN-DIXIE 100.0 PETCO 87.8 24 HOUR FITNESS 97.7 ROSS DRESS FOR LESS 61,837 22,418 PARTY CITY 36,025 25,500 TJ MAXX 24,202 14,468 40,000 MARSHALLS 27,808 29,953 MICHAELS 24,000 10,000 15,611 23,000 DEAL$ 10,372 18,400 44,270 97.7 THE FRESH MARKET 94.9 PUBLIX 98.8 PUBLIX 90.1 LUCKY'S MARKET 61,389 41,440 100.0 WHOLE FOODS MARKET 40,100 45,871 29,825 31,920 46,121 80.1 KASH N' KARRY (3) 90.0 TJ MAXX 94.3 STEIN MART 89.6 BEST BUY 100.0 LOWE'S HOME CENTER 167,000 35,663 SPORTS AUTHORITY YOU FIT HEALTH CLUB 22,000 DOLLAR TREE 23,800 DOLLAR TREE OFFICEMAX 24,471 THE FRESH MARKET HOME GOODS JO-ANN FABRICS 45,965 BED BATH & BEYOND SPROUTS FARMERS MARKET 96.5 AMERICAN SIGNATURE 49,106 27,000 ROSS DRESS FOR LESS 26,250 100.0 FLORIDA SCHOOL FOR DANCE EDUCA 91.0 PUBLIX 100.0 88.8 BIG LOTS 82.4 PETCO 94.8 KROGER 99.2 KROGER 23,350 28,800 41,200 15,335 JO-ANN FABRICS DOLLAR TREE 12,375 FAMILY DOLLAR 10,220 10,000 62,000 56,647 PLANET FITNESS 19,838 MR. CUE'S BILLIARDS & BURGERS 61.2 MARSHALLS 36,598 NORDSTROM RACK 36,000 OLD NAVY 91.7 HOBBY LOBBY 65,864 HHGREGG 44,000 ASHLEY FURNITURE HOMESTORE 89.4 TJ MAXX 96.8 PUBLIX 98.7 HOBBY LOBBY 35,200 100.0 WHOLE FOODS MARKET 70,125 54,340 67,400 62,000 86,479 35,005 100.0 KROGER 92.9 KMART 98.9 BED BATH & BEYOND KROGER TJ MAXX ROSS DRESS FOR LESS 30,187 AMC-COLONIAL 18 65,442 ROSS DRESS FOR LESS 36,995 98.4 HHGREGG 32,026 ROSS DRESS FOR LESS 87.4 KOHL'S 86,584 BELK 69,295 33,067 MARSHALLS 30,187 COST PLUS WORLD MARKET 58,416 HHGREGG 100.0 STEVENS-HENAGER COLLEGE 95.5 KOHL'S 98.0 SCHNUCK MARKETS 100.0 BEST BUY 94.7 BURLINGTON COAT FACTORY 15,000 86,584 68,800 45,350 HOBBY LOBBY TOYS R US/BABIES R US 46,070 BARNES & NOBLE MICHAELS 24,123 SHOE CARNIVAL 51,214 BUY BUY BABY 75,623 RAINBOW SHOPS 13,770 BEAUTY ONE 86,894 100.0 KMART 81.2 HOBBY LOBBY 65,502 92.2 SHOP & SAVE MARKET 42,610 DOLLAR TREE 15,808 WALGREENS (3) 100.0 TJ MAXX 98.7 ELGIN MALL 54,850 81,550 BEST BUY ELGIN FARMERS PRODUCTS 100.0 HOBBY LOBBY 55,089 SPORTS AUTHORITY 54,400 OLD NAVY 31,358 45,085 AARON SALES & LEASE OWNERSHIP FRESH THYME FARMERS MARKET 100.0 KMART 100.0 BED BATH & BEYOND 100.0 KOHL'S 96,871 35,000 101,097 HOBBY LOBBY MICHAELS 31,578 OLD NAVY 56,596 TRUE VALUE 120 26,713 24,787 20,179 12,000 19,700 22,300 40,852 14,870 13,939 40,000 31,000 21,000 34,000 34,624 22,192 12,000 12,618 12,000 15,726 10,000 28,194 17,375 27,619 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR MUNDELEIN NAPERVILLE OAK LAWN OAKBROOK TERRACE ORLAND PARK PEORIA ROCKFORD SKOKIE STREAMWOOD VERNON HILLS WOODRIDGE INDIANA GREENWOOD (5) INDIANAPOLIS OJV IOWA CLIVE COUNCIL BLUFFS DUBUQUE KANSAS OVERLAND PARK WICHITA WICHITA KIR KIR KENTUCKY LEXINGTON LOUISIANA HARVEY LAFAYETTE SHREVEPORT SHREVEPORT MAINE SOUTH PORTLAND MARYLAND BALTIMORE (5) BALTIMORE BALTIMORE BALTIMORE BALTIMORE BALTIMORE BALTIMORE BEL AIR CLARKSVILLE CLINTON COLUMBIA COLUMBIA COLUMBIA (5) COLUMBIA COLUMBIA COLUMBIA (5) DISTRICT HEIGHTS EASTON ELLICOTT CITY ELLICOTT CITY ELLICOTT CITY FREDERICK GAITHERSBURG HUNT VALLEY LAUREL NORTH EAST OWINGS MILLS (2) PASADENA PERRY HALL PERRY HALL PIKESVILLE TIMONIUM TIMONIUM TOWSON TOWSON PRU OJV MASSACHUSETTS ABINGTON BRIGHTON CAMBRIDGE CHATHAM DORCHESTER EVERETT FALL RIVER FALMOUTH FRAMINGHAM GREAT BARRINGTON HYANNIS MEDFORD PITTSFIELD 1998 1997 1997 1997 1997 1997 2008 1997 1998 2012 1998 1970 1964 1996 2006 1997 2006 1998 1996 1993 2008 2010 2010 2010 2008 2014 2014 2015 2014 2014 2014 2013 2014 2014 2003 2012 2015 2015 2014 2015 2002 2015 2014 2015 2014 2007 2003 1999 2008 1964 2014 2015 2003 2003 2014 2011 2014 2003 2014 2012 2014 2014 2014 2014 2014 2014 2014 2014 2014 1994 2014 2014 2014 LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) 89,692 100.0 102,327 183,893 176,263 9,875 162,442 89,047 58,455 81,000 192,624 157,276 163,376 165,255 90,000 297,908 82,979 116,771 133,771 96,011 56,902 114,045 58,879 77,287 78,477 90,903 90,830 130,176 105,907 29,027 75,000 273,421 98,403 98,399 91,165 54,539 90,929 113,330 86,456 139,898 433,467 86,968 88,277 94,653 161,474 87,006 38,766 173,475 65,059 105,530 59,799 183,665 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 56,215 72,014 MAJOR LEASES GLA TENANT NAME GLA TENANT NAME GLA TENANT NAME BURLINGTON COAT FACTORY BURLINGTON COAT FACTORY 97.9 87,547 80,100 CHUCK E CHEESE 100.0 KMART 140,580 CHUCK E CHEESE 92.6 HOME DEPOT 121,903 BIG LOTS 100.0 100.0 KMART 100.0 BEST BUY 100.0 MARSHALLS 100.0 VALUE CITY 97.7 99.2 DICK'S SPORTING GOODS HOLLYWOOD BLVD CINEMA 122,605 45,760 30,406 81,000 ROSS DRESS FOR LESS OLD NAVY 20,100 15,934 30,000 34,000 28,049 54,997 PETSMART 27,518 CHUCK E CHEESE 14,040 48,118 SHOE CARNIVAL 15,000 100.0 BABIES R US 49,426 TOYS R US 78.9 KROGER 63,468 CVS 47,000 FRESH THYME FARMERS MARKET 12,800 DOLLAR GENERAL 29,979 10,686 100.0 KMART 100.0 HOBBY LOBBY 100.0 SHOPKO 90,000 55,000 82,979 DICK'S SPORTING GOODS 45,000 TJ MAXX 25,160 97.6 HOME DEPOT 113,969 100.0 BEST BUY 45,300 TJ MAXX 30,000 NORTHERN TOOL & EQUIPMENT 18,040 100.0 DICK'S SPORTING GOODS 48,933 GORDMANS 47,078 216,235 98.5 BEST BUY 45,750 BED BATH & BEYOND 43,072 TOYS R US/BABIES R US 41,900 174,445 29,405 69,088 78,761 100.0 BEST BUY 92.1 100.0 OFFICEMAX 100.0 MICHAELS 45,733 MICHAELS 24,626 BARNES & NOBLE 23,000 23,500 23,875 BARNES & NOBLE DOLLAR TREE 23,100 OLD NAVY 12,000 15,000 98,948 100.0 DSW SHOE WAREHOUSE 25,000 DOLLAR TREE 15,450 GUITAR CENTER 12,236 12,000 54,200 14,856 RITE AID 11,868 DOLLAR TREE 10,000 78.0 SALVO AUTO PARTS 92.5 SAFEWAY 92.4 CORT FURNITURE RENTAL 100.0 WEIS MARKETS 100.0 GIANT FOOD 100.0 GIANT FOOD 98.3 GIANT FOOD 94.1 SAFEWAY 98.6 GIANT FOOD 91.0 PLANET FITNESS 58,187 55,108 56,892 43,136 55,032 62,943 26,412 100.0 MICHAELS 26,706 100.0 TOYS R US/BABIES R US 63,062 57,994 100.0 GIANT FOOD 56,905 100.0 HARRIS TEETER 55,164 100.0 SAFEWAY CVS 10,125 DOLLAR TREE 10,000 HOME GOODS NORDSTROM RACK 23,294 40,750 TJ MAXX 30,600 90.7 DAVID'S NATURAL MARKET 100.0 GIANT FOOD 98.9 GIANT FOOD 94.0 GIANT FOOD 97.9 SAFEWAY 100.0 TARGET 100.0 GIANT FOOD 93.2 FLOOR & DECOR 91.2 GIANT FOOD 100.0 VILLAGE THRIFT 90.3 FOOD LION 15,079 CVS DOLLAR TREE 64,333 64,885 55,000 50,093 PETCO 146,773 KOHL'S 56,166 13,225 10,000 12,400 106,889 SAFEWAY 55,164 MATTRESS & FURNITURE MART 10,026 PLANET FITNESS 21,000 DOLLAR TREE 13,253 60,102 55,330 81,550 38,372 100.0 DAVITA 10,496 89.2 BRUNSWICK BOWLING 40,544 56,848 100.0 GIANT FOOD 94.9 GIANT FOOD 63,529 89.1 AMERICAN RADIOLOGY 13,573 61,941 96.6 GIANT FOOD 59,180 100.0 SAFEWAY 154,828 TARGET 100.0 WALMART RITE AID STAPLES AAA MID-ATLANTIC 100.0 LOWE'S HOME CENTER 102,000 20,350 100.0 BGH II, LP 100.0 MICRO CENTER 41,724 100.0 OCEAN STATE JOB LOT 24,432 NATIONAL WHOLESALE LIQUIDATORS 84,470 100.0 TRADER JOE'S 21,250 ACE HARDWARE 18,704 15,000 11,500 CVS 132,608 WEIS MARKETS 10,125 55,452 11,065 DOLLAR TREE 11,200 PETCO PRICE CHOPPER TOYS R US/BABIES R US 46,932 HOME GOODS ALDI 44,667 21,952 11,156 24,904 100.0 WALGREENS 100.0 STAPLES 85.1 STAPLES 14,707 24,000 24,652 100.0 100.0 KMART 52,486 96.7 SHAW'S SUPERMARKET 54,712 100.0 OFF BROADWAY SHOE 22,478 61,935 92.3 STOP & SHOP 121 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME QUINCY QUINCY (5) REVERE SALEM SHREWSBURY SPRINGFIELD STURBRIDGE SWAMPSCOTT WAKEFIELD WALTHAM WOBURN WORCESTER MICHIGAN CLARKSTON CLAWSON FARMINGTON LIVONIA TAYLOR WALKER MINNESOTA MAPLE GROVE MAPLE GROVE KIR MINNETONKA KIR ROSEVILLE MISSISSIPPI HATTIESBURG MISSOURI JOPLIN KIR PRU BIG PRU KIR PRU KIRKWOOD LEMAY MANCHESTER SAINT CHARLES SAINT CHARLES SAINT LOUIS SAINT LOUIS SAINT LOUIS (5) SAINT LOUIS SAINT PETERS SPRINGFIELD SPRINGFIELD NEBRASKA OMAHA NEVADA HENDERSON HENDERSON LAS VEGAS RENO RENO RENO RENO RENO SPARKS SPARKS NEW HAMPSHIRE MILFORD NASHUA SALEM NEW JERSEY BRIDGEWATER CHERRY HILL CHERRY HILL CHERRY HILL CHERRY HILL CLARK CLARK CLARK EAST WINDSOR EDGEWATER HILLSDALE HOLMDEL HOLMDEL MILLBURN MOORESTOWN NORTH BRUNSWICK (5) PISCATAWAY RIDGEWOOD UNION WAYNE 2014 2014 2014 2014 2000 2014 2015 2014 2014 2014 2014 2014 1996 1993 1993 1968 1993 1993 2001 2006 1998 2005 2004 1998 1990 1974 1998 1998 1998 1998 1972 1998 1997 1997 1994 1998 2005 1999 2006 2010 2006 2006 2015 2015 2015 2007 2015 2008 2014 1994 2001 1985 1996 2014 2011 2013 2013 2013 2008 2007 2014 2007 2007 2014 2009 1994 1998 1994 2007 2009 80,510 22,605 15,272 48,587 109,100 19,287 230,590 63,975 15,984 24,284 119,378 66,281 148,387 130,424 96,915 33,121 141,549 387,210 466,825 488,157 120,231 108,213 295,848 155,416 251,775 79,747 89,305 8,000 84,460 113,781 129,093 168,460 169,982 176,804 367,748 209,650 176,081 130,773 361,486 36,619 113,376 152,601 104,319 119,871 119,601 113,743 148,002 176,437 346,201 241,997 124,750 129,809 209,185 366,599 85,000 52,812 41,537 249,029 423,316 60,432 299,723 234,557 89,321 201,351 MAJOR LEASES TENANT NAME BED BATH & BEYOND RITE AID GLA 55,087 12,607 15,272 17,001 40,982 19,287 57,769 11,060 15,984 13,650 104,385 DOLLAR TREE MARSHALLS 21,521 HARBOR FREIGHT TOOLS GLA 14,247 TENANT NAME GLA 32,767 STAPLES 18,689 30,000 CINEMAGIC THEATERS 29,000 10,470 18,859 DOLLAR TREE 10,541 45,092 OFFICE DEPOT 19,605 FORT CLARKSTON 24,000 ALDI 16,498 RITE AID 26,807 TUESDAY MORNING 19,610 FITNESS 19 100.0 HANNAFORD 100.0 WALGREENS 100.0 WALGREENS 79.4 STAPLES 100.0 BOB'S STORES 100.0 CVS 98.7 STOP & SHOP 85.0 CVS 100.0 MG FITNESS 100.0 PETCO 100.0 KOHL'S 100.0 PEP BOYS 84.9 NEIMAN'S FAMILY MARKET 80.4 STAPLES 94.7 FRESH THYME FARMERS MARKET 94.0 CVS 95.4 KOHL'S 100.0 RUBY-15-WALKER, LLC 156,366 KOHL'S 13,810 93,310 BABIES R US 37,459 104,508 STAR THEATRE 99.1 BYERLY'S BEST BUY 99.1 LOWE'S HOME CENTER 137,933 DICK'S SPORTING GOODS 51,182 MARSHALLS 45,953 JO-ANN FABRICS 55,043 97.6 TOYS R US/BABIES R US 61,369 100.0 SPORTS AUTHORITY 80,065 GOLFSMITH GOLF & TENNIS GOLFSMITH 25,775 18,480 94.1 ASHLEY FURNITURE HOMESTORE 84.9 ASHLEY FURNITURE HOMESTORE 100.0 HOBBY LOBBY 100.0 SHOP N SAVE 100.0 KOHL'S 100.0 100.0 KOHL'S 100.0 KOHL'S 88.8 SHOP N SAVE 45,000 ROSS DRESS FOR LESS 30,187 BED BATH & BEYOND 23,065 36,412 ROSS DRESS FOR LESS 29,108 PETSMART 18,038 BURLINGTON COAT FACTORY DOLLAR GENERAL 58,400 SPORTS AUTHORITY 35,764 10,500 CLUB FITNESS 20,911 64,876 56,198 89,305 84,460 92,870 68,307 100.0 BURLINGTON COAT FACTORY 100.0 HOME DEPOT 100.0 HOBBY LOBBY 100.0 BEST BUY 80,000 BIG LOTS 122,540 PLANET FITNESS 57,028 48,150 SPORTS AUTHORITY JCPENNEY 100.0 KMART 122,306 OFFICE DEPOT 35,040 SOCIETY OF ST. VINCENT DE PAUL 27,000 NAPA AUTO PARTS 40,418 OFFICE DEPOT 46,144 TJ MAXX 28,000 PACE-BATTLEFIELD, LLC 178,686 77.2 MARSHALLS 33,000 BIG LOTS 28,760 OFFICEMAX (3) 40,745 BIG LOTS 30,000 SAVERS 91.3 FLIP N' TAG 2 27.4 73.4 WALMART 100.0 PIER 1 IMPORTS 114,513 MARSHALLS 10,542 30,000 ROSS DRESS FOR LESS 24,000 80.8 SCOLARI'S WAREHOUSE MARKET 50,451 98.4 BED BATH & BEYOND 35,185 NORDSTROM RACK 31,000 WILD OATS MARKETS (3) 28,788 96.3 RALEY'S 97.4 RALEY'S 95.0 SAFEWAY 96.7 RALEY'S 65,519 61,570 56,061 63,476 SHELL OIL CVS 10,000 18,990 92.5 SHAW'S SUPERMARKET 71,000 25,219 100.0 TJ MAXX 91,282 100.0 KOHL'S RITE AID MICHAELS SHAW'S SUPERMARKET 51,507 BOB'S STORES 17,050 24,300 MODELL'S 100.0 BED BATH & BEYOND 72.4 STOP & SHOP (3) 100.0 KOHL'S 97.6 KOHL'S 96.3 SHOPRITE 40,415 62,532 96,629 86,770 71,676 MARSHALLS RETRO FITNESS PLANET FITNESS SPORTS AUTHORITY BURLINGTON COAT FACTORY 39,562 BABIES R US 10,366 22,320 40,000 BABIES R US 70,500 SEARS OUTLET 100.0 SHOPRITE 100.0 BRIXMOR 100.0 24 HOUR FITNESS 87.9 TARGET 100.0 TARGET 100.0 KINGS SUPERMARKET 30,811 48,833 79.3 MARSHALLS 100.0 BEST MARKET 37,500 96.9 KINGS SUPERMARKET 40,024 85,000 52,812 28,000 RITE AID 126,200 TJ MAXX 113,156 ACME 100.0 LOWE'S HOME CENTER 135,198 WALGREENS LA FITNESS BEST BUY WALGREENS SKYZONE MOORESTOWN BURLINGTON COAT FACTORY 13,537 30,000 PATEL BROTHERS 63,966 TJ MAXX 16,332 37,344 PETSMART 30,109 MICHAELS 17,139 PET SUPPLIES PLUS PARDESH FARMERS MARKET 42,173 80,542 MARSHALLS 394,799 100.0 WALMART 134,202 97,348 24,280 98,193 96.1 SHOPRITE 54,100 100.0 WHOLE FOODS MARKET 24,280 100.0 WHOLE FOODS MARKET 60,000 348,136 98.9 FLOOR & DECOR 88,500 BEST BUY SOVRAN ACQUISITION LP 30,225 85,598 BURLINGTON COAT FACTORY 62,100 122 11,155 14,564 10,250 74,211 45,940 33,335 27,000 18,442 24,500 31,275 26,000 20,022 25,000 21,319 43,905 37,355 37,491 40,000 22,612 35,000 24,000 25,482 10,158 19,380 52,440 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES WESTMONT NEW YORK AMHERST BAYSHORE BELLMORE BRIDGEHAMPTON BRONX (5) BROOKLYN BROOKLYN BROOKLYN OJV OJV KIR BROOKLYN BROOKLYN HEIGHTS BUFFALO CENTEREACH CENTEREACH COMMACK COMMACK COPIAGUE (5) ELMONT ELMONT ELMSFORD OJV OJV KIR FARMINGDALE FLUSHING FRANKLIN SQUARE FREEPORT FREEPORT KIR KIR KIR GLEN COVE HAMPTON BAYS HARRIMAN HICKSVILLE HUNTINGTON STATION JERICHO KEW GARDENS HILLS LATHAM LEVITTOWN LITTLE NECK LONG ISLAND CITY MANHASSET MASPETH MERRICK MINEOLA MUNSEY PARK KIR OJV KIR KIR NESCONSET NORTH MASSAPEQUA PLAINVIEW SELDEN STATEN ISLAND STATEN ISLAND STATEN ISLAND STATEN ISLAND STATEN ISLAND (5) STATEN ISLAND SYOSSET VALLEY STREAM WHITE PLAINS WOODSIDE YONKERS YONKERS NORTH CAROLINA ASHEVILLE CARY CARY CHARLOTTE CHARLOTTE CHARLOTTE CHARLOTTE CORNELIUS DAVIDSON DURHAM DURHAM KIR KIR KIR KNIGHTDALE SEB MOORESVILLE MORRISVILLE RALEIGH RALEIGH RALEIGH 1994 2009 2006 2004 2009 2013 2000 2003 2004 2004 2012 2009 1993 2006 1998 2007 1998 2004 2015 2013 2015 2007 2004 2000 2000 2000 1989 2015 2004 2011 2007 2012 1999 2006 2003 2012 1999 2004 2000 2007 2000 2009 2004 1969 2014 2000 1989 1997 2005 2006 2005 1967 2012 2004 2012 1995 2005 2012 2001 2000 1968 1986 2012 2014 2011 2012 2002 1996 2011 2007 2008 1993 2006 2011 173,259 101,066 176,831 15,445 287,507 213,364 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 22,416 17,789 13,905 173,002 49,090 70,990 227,939 35,736 52,973 123,096 10,790 617,810 47,199 48,275 6,065 155,321 22,500 108,296 26,747 72,748 55,968 29,599 88,222 236,130 190,779 261,148 100,977 100,641 338,906 47,270 32,124 27,924 22,220 7,500 43,560 10,329 153,820 315,797 581,668 233,939 73,174 110,179 77,600 79,084 408,065 116,186 321,199 165,798 169,901 362,078 9,800 136,203 85.0 THRIFTWAY SUPERMARKET 48,142 SUPER FITNESS 15,000 TUESDAY MORNING 13,271 100.0 TOPS SUPERMARKET 101,066 100.0 BEST BUY 100.0 PETSMART 100.0 KMART 98.8 NATIONAL AMUSEMENTS 100.0 HOME DEPOT 100.0 RITE AID 100.0 CENTER FOR ALLIED HEALTH EDUCA 100.0 DUANE READE 100.0 45,499 12,052 89,935 TOYS R US/BABIES R US 43,123 HARBOR FREIGHT TOOLS KING KULLEN 61,892 TJ MAXX 58,860 FOOD BAZAAR-161 51,680 BLINK FITNESS 20,965 33,800 18,119 58,200 10,000 WALGREENS 11,050 19,371 DUANE READE 10,300 15,638 PARTY CITY 13,424 PC RICHARD & SON 11,311 PETSMART 84,000 98.9 TOPS SUPERMARKET 151,067 BIG LOTS 95.5 WALMART 30.7 ACE HARDWARE 25,000 100.0 TOYS R US/BABIES R US 63,296 14,137 100.0 DEAL$ 112,000 100.0 HOME DEPOT 11,878 100.0 DUANE READE 12,900 100.0 CVS 84,450 100.0 ELMSFORD 119 KING KULLEN SPORTS AUTHORITY 96.6 HOME DEPOT 116,790 STEW LEONARD'S 100.0 FRUIT VALLEY PRODUCE 100.0 PETCO 100.0 WALGREENS 100.0 STOP & SHOP 100.0 STAPLES 100.0 MACY'S 94.6 KOHL'S 97.3 PETCO 15,200 11,857 13,905 46,753 24,880 50,000 86,584 12,919 VORNADO REALTY TRUST ANNIE SEZ PETCO MICHAELS DOLLAR TREE 97.0 BEST MARKET 30,700 RITE AID MARSHALLS 20,165 CITI TRENDS 33,600 MODELL'S 11,186 20,315 60,216 SPORTS AUTHORITY 42,970 58,838 60,000 SUNRISE CREDIT SERVICES 34,821 37,328 MARSHALLS 27,540 13,360 11,890 24,008 MODELL'S 10,481 11,010 33,600 19,450 115,436 134,900 DICK'S SPORTING GOODS 116,097 HOME DEPOT 30,164 DSW SHOE WAREHOUSE 17,035 98.8 WHOLE FOODS MARKET 38,304 100.0 96.8 SAM'S CLUB 100.0 SPORTS AUTHORITY 100.0 100.0 40,114 100.0 MARSHALLS 22,500 100.0 DUANE READE 100.0 WALDBAUMS 44,478 100.0 NORTH SHORE FARMS 10,000 41,393 100.0 BED BATH & BEYOND 100.0 PETSMART 28,916 KING KULLEN 37,570 NORDSTROM RACK 34,257 HOME GOODS 24,836 ANNIE SEZ 15,038 WHOLE FOODS MARKET 20,000 BOB'S DISCOUNT FURNITURE 27,052 52.8 93.3 FAIRWAY STORES 100.0 HOME DEPOT 88.3 TJ MAXX 81.5 TARGET 100.0 LA FITNESS 100.0 KOHL'S (3) 100.0 KMART 100.0 STAPLES 55,162 102,220 KING KULLEN 34,798 LA FITNESS 139,839 OLD NAVY 33,180 100,641 103,823 TOYS R US/BABIES R US 42,025 UNITED ARTIST 47,270 52,250 RITE AID 34,000 MICHAELS 15,000 14,673 17,573 17,337 87.5 16,664 NEW YORK SPORTS CLUB 100.0 KEY FOOD 100.0 DOLLAR TREE 100.0 100.0 SHOPRITE 43,560 100.0 ADVANCE AUTO PARTS 10,329 27,924 14,450 100.0 TJ MAXX 98.9 BJ'S WHOLESALE CLUB 108,532 KOHL'S 45,189 ROSS DRESS FOR LESS 28,223 HHGREGG 86,584 PETSMART 26,488 26,040 92.5 DICK'S SPORTING GOODS 55,000 BEST BUY 51,259 BED BATH & BEYOND 43,015 31,954 26,200 31,772 11,200 30,000 98.7 ROSS DRESS FOR LESS 32,003 K&G MEN'S COMPANY 31,577 ASHLEY FURNITURE HOMESTORE 100.0 HARRIS TEETER 100.0 HARRIS TEETER 100.0 HARRIS TEETER 95.5 HARRIS TEETER 100.0 WALMART 50,627 51,486 57,260 48,000 149,929 BEST BUY 81.8 TJ MAXX 31,303 JO-ANN FABRICS 45,000 BUY BUY BABY 16,051 HIBACHI GRILL & SUPREME BUFFET 98.8 DICK'S SPORTING GOODS 100.0 BEST BUY 98.1 CARMIKE CINEMAS 91.0 GOLFSMITH 68.3 45,000 ROSS DRESS FOR LESS 30,144 BEST BUY 30,000 60,124 59,719 BED BATH & BEYOND FOOD LION BED BATH & BEYOND 20,388 28,000 STAPLES 36,427 STEIN MART 36,000 35,335 ROSS DRESS FOR LESS 30,187 96.7 OFFICE DEPOT 22,391 02 FITNESS 20,006 TOWN AND COUNTRY HARDWARE 12,000 123 241,439 100.0 HOME DEPOT 85,600 BURLINGTON COAT FACTORY 48,000 TJ MAXX LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR WINSTON-SALEM OHIO COLUMBUS COLUMBUS SHARONVILLE OREGON CLACKAMAS GRESHAM GRESHAM GRESHAM KIR KIR OJV PRU PRU PRU PRU PRU HILLSBORO MILWAUKIE PORTLAND PENNSYLVANIA ARDMORE BEAVER FALLS BLUE BELL CHAMBERSBURG DEVON EAGLEVILLE EAST NORRITON EAST STROUDSBURG EXTON EXTON HARRISBURG HAVERTOWN HORSHAM MONROEVILLE MONTGOMERYVILLE KIR NEW KENSINGTON NORRISTOWN PHILADELPHIA PHILADELPHIA (5) OJV OJV OJV OIP CPP PHILADELPHIA PHILADELPHIA PHILADELPHIA PITTSBURGH PITTSBURGH QUAKERTOWN RICHBORO SCOTT TOWNSHIP SHREWSBURY SPRINGFIELD WHITEHALL OJV WHITEHALL WYNNEWOOD YORK PUERTO RICO BAYAMON CAGUAS CAROLINA MANATI MAYAGUEZ PONCE TRUJILLO ALTO RHODE ISLAND CRANSTON SOUTH CAROLINA CHARLESTON CHARLESTON (5) GREENVILLE GREENVILLE GREENVILLE TENNESSEE MADISON MEMPHIS TEXAS AMARILLO AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN AUSTIN (5) AUSTIN BAYTOWN BEAUMONT KIR KIR OJV OJV OJV OJV OJV KIR PRU 1969 2002 1998 1977 2007 2006 2009 2009 2008 2007 2006 2007 2000 1996 2008 2012 2008 1984 1973 1999 1996 1972 1996 2015 2015 2002 1986 2015 1997 1983 1995 1996 2006 2010 2007 2011 1986 1999 2014 1983 2005 1996 2014 1986 2006 2006 2006 2006 2006 2006 2006 1998 1978 1995 2009 2010 2012 1978 2001 1997 2011 2011 2011 2011 2011 1998 1998 2007 1996 2005 210,941 185,760 113,721 316,527 215,206 120,211 131,623 68,935 62,636 131,794 169,381 60,685 85,184 191,142 80,938 71,737 143,200 257,490 108,950 60,160 36,511 177,362 335,036 82,345 292,878 148,898 166,495 266,565 107,432 69,288 94,706 171,277 151,418 84,524 55,000 35,500 186,421 599,681 570,621 69,640 354,830 189,680 199,513 486,522 54,651 88,829 40,000 131,039 191,760 132,229 213,768 105,133 9,600 LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME 132,190 98.5 HARRIS TEETER MAJOR LEASES TENANT NAME DOLLAR TREE GLA 60,279 269,201 112,862 96.7 LOWE'S HOME CENTER 131,644 KROGER 98.3 FRESH THYME FARMERS MARKET 27,500 PIER 1 IMPORTS 121,355 100.0 GABRIEL BROTHERS 55,103 KROGER TENANT NAME GLA GLA 14,849 78,314 12,015 30,975 PATEL BROTHERS INDIAN GROCERS UNITED ART AND EDUCATION 236,641 264,765 208,276 98.6 SPORTS AUTHORITY 45,121 78.1 MADRONA WATUMULL 55,120 27,500 89.8 MARSHALLS NORDSTROM RACK ROSS DRESS FOR LESS OFFICE DEPOT 27,766 OLD NAVY 26,832 PETSMART 26,706 BIG LOTS 107,583 96.0 WALMART NEIGHBORHOOD MARKET 60,000 CASCADE ATHLETIC CLUB 21,633 98.3 SAFEWAY 91.3 HAGGEN (3) 97.2 SAFEWAY 53,000 42,630 48,000 RITE AID RITE AID DOLLAR TREE 27,465 DSW SHOE WAREHOUSE 19,949 31,472 JO-ANN FABRICS 13,775 11,660 BANANA REPUBLIC 93.7 MACY'S 100.0 KMART 100.0 KOHL'S 10,180 99,725 107,400 107,806 HOME DEPOT HOME GOODS 93,444 26,767 WINE & SPIRITS SHOPPE 11,309 67,521 92.4 GIANT FOOD 100.0 WHOLE FOODS MARKET 33,504 WINE & SPIRITS SHOPPE 10,394 10,263 35.4 DOLLAR TREE 66,506 92.4 SHOPRITE 77.9 KMART 102,763 100.0 100.0 KOHL'S 82.2 GANDER MOUNTAIN 100.0 KOHL'S 97.8 GIANT FOOD 94.5 PETSMART 98.4 GIANT FOOD 100.0 GIANT EAGLE 100.0 SEARS HARDWARE 100.0 MERCY HOSPITAL 85,184 83,777 80,938 48,820 29,650 67,179 101,750 60,160 33,000 BED BATH & BEYOND BED BATH & BEYOND RETRO FITNESS AMERICAN SIGNATURE 48,884 CVS 25,312 MICHAELS 32,037 HHGREGG 18,025 JO-ANN FABRICS 33,000 BOB'S DISCOUNT FURNITURE 66,703 PEP BOYS 100.0 BURLINGTON COAT FACTORY 70,723 TOYS R US 137,000 ACME 82,345 237,151 93.6 TARGET 100.0 KOHL'S 96.7 SEARS 94.2 WHOLE FOODS MARKET 33,233 31,296 100.0 HHGREGG 95.5 BJ'S WHOLESALE CLUB 85,188 55,537 97.7 ACME 69,288 54,785 98.4 GIANT FOOD 100.0 WALMART THE TILE SHOP TJ MAXX BEST BUY 16,059 RITE AID 30,000 STAPLES 30,720 PETSMART 96.2 GIANT FOOD 66,825 STAPLES 26,535 EMPIRE BEAUTY SCHOOL 11,472 94.5 VALUE CITY FURNITURE 48,800 JO-ANN FABRICS 31,000 BOOKS-A-MILLION 19,937 100.0 KOHL'S 84,524 100.0 WHOLE FOODS MARKET 45,000 30,500 100.0 GIANT FOOD 93.9 AMIGO SUPERMARKET 35,588 96.9 COSTCO 95.9 KMART 69.1 PLANET FITNESS 99.0 HOME DEPOT 134,881 SAM'S CLUB 118,242 HOME DEPOT 20,350 109,800 SAM'S CLUB PLANET FITNESS 18,100 CHUCK E CHEESE 138,622 JCPENNEY 109,800 ECONO RIAL 13,600 98,348 56,372 100,408 CARIBBEAN CINEMA 45,126 92.6 2000 CINEMA CORP. 60,000 93.0 KMART 80,100 SUPERMERCADOS MAXIMO PUEBLO SUPERMARKET 26,869 35,651 PETSMART 129,941 97.3 BOB'S STORES 41,114 MARSHALLS 28,000 TONI & GUY HAIRDRESSING ACAD 189,554 123,058 294,336 118,736 51,672 100.0 HARRIS TEETER 96.1 TJ MAXX 93.5 INGLES MARKETS 97.7 ACADEMY SPORTS & OUTDOORS 52,334 31,220 65,000 STEIN MART BARNES & NOBLE GOLD'S GYM 37,000 PETCO 25,389 OFFICE DEPOT 35,000 TJ MAXX 89,510 TRADER JOE'S 12,836 84.9 THE FRESH MARKET 20,550 175,593 99.5 OLD TIME POTTERY 99,400 40,000 100.0 BED BATH & BEYOND 40,000 WALMART NEIGHBORHOOD MARKET 39,687 99.4 HOME DEPOT 49.0 96.8 BARNES & NOBLE 100.0 DAVE & BUSTER'S 96.9 GATTI LAND EATER- TAINMENT ACADEMY SPORTS & OUTDOORS 109,800 KOHL'S 94,680 CONN'S HOMEPLUS 33,008 24,685 40,000 PETCO 12,350 31,094 24 HOUR FITNESS 29,678 DOLLAR TREE 207,614 100.0 61,452 PACIFIC RESOURCES ASSOCIATES 89.8 TOYS R US/BABIES R US 55,000 BED BATH & BEYOND 46,690 GOLD'S GYM 44,846 COST PLUS WORLD MARKET 90.7 HEB GROCERY 99.3 BED BATH & BEYOND 100.0 HOBBY LOBBY 64,310 42,098 63,328 - BUY BUY BABY ROSS DRESS FOR LESS 28,730 ROSS DRESS FOR LESS 26,250 30,108 124 11,060 19,467 20,400 21,600 25,000 12,250 13,225 23,629 28,892 29,723 20,800 15,000 23,884 20,245 13,279 12,020 15,314 16,490 30,300 14,326 30,000 19,089 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) BROWNSVILLE BURLESON CONROE CORPUS CHRISTI DALLAS DALLAS FORT WORTH FRISCO GEORGETOWN GRAND PRAIRIE HOUSTON HOUSTON HOUSTON HOUSTON HOUSTON HOUSTON HOUSTON HUMBLE LAKE JACKSON LEWISVILLE LUBBOCK MESQUITE PASADENA PLANO SOUTHLAKE SPRING (2) SUGAR LAND TEMPLE WEBSTER KIR PRU OJV OIP KIR VIRGINIA BURKE COLONIAL HEIGHTS FAIRFAX FAIRFAX FAIRFAX FREDERICKSBURG OIP HARRISONBURG KIR PRU LEESBURG PRU MANASSAS PENTAGON CITY (5) CPP RICHMOND RICHMOND ROANOKE ROANOKE STAFFORD STAFFORD STERLING STERLING WOODBRIDGE (5) WOODBRIDGE WASHINGTON AUBURN BELLEVUE BELLINGHAM BELLINGHAM FEDERAL WAY KENT LAKE STEVENS MILL CREEK OLYMPIA OLYMPIA SEATTLE SILVERDALE SILVERDALE SPOKANE TACOMA TUKWILA WEST VIRGINIA CHARLES TOWN CANADA ALBERTA CALGARY CALGARY EDMONTON EDMONTON HINTON BRITISH COLUMBIA 100 MILE HOUSE CHILLIWACK GIBSONS OIP OIP OJV KIR KIR PRU KIR PRU OIP PRU PRU PRU PRU KIR UJV UJV UJV UJV UJV UJV UJV UJV 2005 2011 2015 1997 1998 2007 2015 2006 2011 2006 2005 2006 2015 2015 2013 2015 1996 2013 2012 1998 1998 1974 1999 1996 2008 2014 2012 2015 2006 2014 1999 1998 2007 2007 2005 2014 2007 2015 2010 1995 2005 2014 2004 2005 2015 2008 2015 1973 1998 2007 2013 1998 2007 2000 2006 2012 2010 2006 2012 2006 2012 2006 2015 2006 2003 1985 2005 2005 2007 2012 2005 2005 2011 2005 TENANT NAME BURLINGTON COAT FACTORY 95.9 MAJOR LEASES GLA TENANT NAME GLA TENANT NAME GLA 80,274 TJ MAXX 28,460 MICHAELS 100.0 KOHL'S 86,584 ROSS DRESS FOR LESS 30,187 TJ MAXX 100.0 ASHLEY FURNITURE HOMESTORE 48,000 TJ MAXX 32,000 ROSS DRESS FOR LESS 30,183 100.0 BEST BUY 47,616 97.4 ROSS DRESS FOR LESS 28,160 93.5 CVS 93.6 MARSHALLS 16,799 38,032 ROSS DRESS FOR LESS OFFICEMAX VITAMIN COTTAGE NATURAL FOOD ROSS DRESS FOR LESS 81,392 HEMISPHERES 34,000 BED BATH & BEYOND 23,500 BIG LOTS 11,110 ULTA 3 30,079 OFFICE DEPOT 50,000 SPROUTS FARMERS MARKET 96.9 HOBBY LOBBY / MARDELS 79.7 DOLLAR TREE 90.5 24 HOUR FITNESS 13,250 30,000 21,531 100.0 MICHAELS 32,000 100.0 TJ MAXX 35,317 100.0 BEST BUY 97.7 MARSHALLS 30,382 93.1 ROSS DRESS FOR LESS 30,176 98.1 100.0 SPROUTS FARMERS MARKET BURLINGTON COAT FACTORY 100.0 KOHL'S 77.3 95.4 BABIES R US 93.4 PETSMART 95.0 KROGER 99.5 BEST BUY 42,420 25,448 51,000 36,896 100.0 HOME DEPOT EXPO (3) 97,798 CVS ROSS DRESS FOR LESS 10,080 29,931 MARSHALLS ROSS DRESS FOR LESS HOME GOODS BED BATH & BEYOND OLD NAVY 30,187 BED BATH & BEYOND 31,620 BARNES & NOBLE 26,535 PARTY CITY 19,222 PETCO 29,582 ROSS DRESS FOR LESS 26,000 GOODY GOODY LIQUOR 23,608 96,500 88,827 TJ MAXX 50,035 ROSS DRESS FOR LESS 30,237 BED BATH & BEYOND OFFICEMAX 34,030 BURKE'S OUTLET 23,500 MATTRESS FIRM ROSS DRESS FOR LESS 30,187 MARSHALLS 24,974 18,000 30,000 21,447 28,000 26,300 18,007 10,800 20,000 26,043 28,000 30,049 25,001 23,500 13,500 79.0 91.2 KROGER 94.1 HOBBY LOBBY 100.0 HOBBY LOBBY 64,842 56,125 100,086 BEL FURNITURE ROSS DRESS FOR LESS 30,187 MARSHALLS 58,842 BED BATH & BEYOND 28,000 53,829 100.0 SAFEWAY 53,495 CVS 12,380 100.0 ASHLEY FURNITURE HOMESTORE 100.0 COSTCO 100.0 WALGREENS 88.2 - 96.6 KOHL'S 100.0 100.0 DICK'S SPORTING GOODS BURLINGTON COAT FACTORY 100.0 COSTCO 100.0 BURLINGTON COAT FACTORY - 96.8 MICHAELS 100.0 DICK'S SPORTING GOODS 100.0 GIANT FOOD 100.0 SHOPPERS FOOD 98.1 TOYS R US 99.1 WALMART 39,903 BOOKS-A-MILLION 21,006 139,658 HOME DEPOT 40,000 TJ MAXX 126,290 24 HOUR FITNESS 27,888 42,837 88,248 MARTIN'S 43,149 BIG LOTS 73,396 36,958 STEIN MART 36,900 69,960 AUTOZONE 10,852 169,452 MARSHALLS 42,142 BEST BUY 75,831 OFFICEMAX 24,975 ALDI 36,532 20,744 40,002 MARSHALLS 35,134 ROSS DRESS FOR LESS 29,826 47,700 HHGREGG 34,089 61,500 67,995 45,210 209,613 LOWE'S HOME CENTER 135,197 SAM'S CLUB 23,942 PETCO 12,000 30,545 ROSS DRESS FOR LESS 30,179 33,000 35,333 HHGREGG 135,193 STAPLES TJ MAXX MICHAELS 100.0 REGENCY FURNITURE 73,882 THE SALVATION ARMY 17,070 WEDGEWOOD ANTIQUES & AUCTION 100.0 SHOPPERS FOOD 63,971 DICK'S SPORTING GOODS 57,437 LA FITNESS 16,700 47,328 OFFICE DEPOT 51,696 93.2 ALBERTSONS (3) 101,495 WALMART 94.5 TARGET BEST BUY 40,000 93.6 MACY'S FURNITURE 103,950 SAFEWAY 93.9 KMART 97.5 H MART 55,069 87.2 ROSS DRESS FOR LESS 27,200 97.8 SAFEWAY 61,000 29.3 JO-ANN FABRICS SPORTS AUTHORITY 23,070 RITE AID 21,875 76,207 NORDSTROM RACK 41,258 28,000 30,000 BED BATH & BEYOND 67,070 GOODWILL INDUSTRIES 35,735 24,987 43,506 BARNES & NOBLE 45,364 BARTELL DRUGS 17,622 20,779 PETCO 16,459 TRADER JOE'S 12,593 100.0 BARNES & NOBLE 100.0 93.9 SAFEWAY 100.0 SAFEWAY 39,556 55,003 84.6 ROSS DRESS FOR LESS 29,020 36,692 86.7 BED BATH & BEYOND 25,160 48,670 98.1 MACY'S FURNITURE 100.0 TJ MAXX BARTELL DRUGS JO-ANN FABRICS 13,327 29,903 RITE AID ROSS DRESS FOR LESS 25,000 TRADER JOE'S DESTINY CITY CHURCH 23,228 OFFICE DEPOT BEST BUY 45,884 SPORTS AUTHORITY 23,470 12,052 22,880 40,000 235,959 280,430 289,322 159,329 83,867 171,143 291,121 231,697 115,416 244,264 41,576 237,634 144,055 350,836 149,065 165,268 96,500 316,624 34,969 292,065 108,326 79,550 410,071 100,598 37,447 96,623 262,799 363,830 124,148 71,509 341,727 101,332 52,946 8,000 190,484 318,775 107,233 331,229 128,612 3,060 299,134 81,789 101,042 331,280 361,050 808,442 148,293 495,038 174,470 510,533 188,885 378,621 199,642 86,909 193,749 96,671 69,212 6,243 86,060 170,406 67,287 113,464 134,839 468,857 208,888 98.9 WALMART 144,298 STAPLES 15,642 119,670 127,777 235,565 143,518 138,998 69,029 87,747 117,146 100.0 WINNERS 98.6 BEST BUY 98.6 T&T SUPERMARKET (LOBLAWS) 93.4 SOBEYS (3) 97.6 WALMART 98.4 SAVE-ON-FOODS 97.5 SAVE-ON-FOODS 90.4 LONDON DRUGS 34,227 36,726 HOMESENSE HOMESENSE 28,600 DOLLAR TREE 26,792 PETSMART 10,913 16,602 47,496 LONDON DRUGS 36,115 BED, BATH & BEYOND 24,989 34,606 60,346 31,420 59,648 26,422 SAFEWAY 29,586 DOLLAR TREE 13,164 SUPER VALU 23,420 CHEVRON (GAS 16,964 125 LOCATION PORTFOLIO ACQUIRED YEAR DEVELOPED OR LEASABLE AREA (SQ.FT.) PERCENT LEASED (1) TENANT NAME GLA TENANT NAME GLA TENANT NAME GLA MAJOR LEASES UJV KAMLOOPS UJV LANGLEY MISSION UJV NORTH VANCOUVER UJV UJV PORT ALBERNI UJV PRINCE GEORGE UJV PRINCE GEORGE UJV PRINCE GEORGE UJV SURREY SURREY TRAIL WESTBANK NOVA SCOTIA DARTMOUTH HALIFAX NEWFOUNDLAND & LABRADOR ST. JOHN'S ONTARIO BROCKVILLE CHATHAM FERGUS HAWKESBURY HAWKESBURY LONDON OTTAWA WHITBY UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV UJV PRINCE EDWARD ISLAND CHARLOTTETOWN UJV QUEBEC BOISBRIAND CHATEAUGUAY LAVAL UJV UJV UJV 2005 2005 2001 2005 2005 2001 2005 2008 2001 2005 2005 2005 2008 2008 2006 2010 2008 2008 2008 2008 2008 2012 2002 2002 2006 2002 2008 100.0 WINNERS HOMESENSE 45,500 JYSK 18,500 STATION) 128,479 34,832 271,522 36,516 34,518 372,724 81,685 69,820 170,660 113,668 172,593 111,763 90.5 95.9 SAVE ON FOODS 96.5 100.0 BUY-LOW FOODS 90.0 THE BAY 100.0 SAVE ON FOODS 96.5 BRICK WAREHOUSE 97.9 SAFEWAY 96.7 SAFEWAY 48.8 NO FRILLS 100.0 SAVE-ON-FOODS 174,885 137,818 97.8 SOBEYS 100.0 WALMART 60,679 FAMOUS PLAYERS 57,802 LONDON DRUGS 31,743 SHOPPERS DRUG MART 15,898 22,834 111,500 SAVE ON FOODS 39,068 29,808 52,174 LONDON DRUGS NEW HOLLYWOOD THEATRE 44,602 LONDON DRUGS 32,428 27,894 DOLLARAMA 10,063 11,806 SHOPPERS DRUG MART 16,679 HOME HARDWARE 10,035 SHOPPERS DRUG MART 16,334 DOLLARAMA 12,818 55,169 41,409 38,874 75,694 132,192 366,179 90.4 SPORT CHEK 40,152 BED BATH & BEYOND 30,605 LABELS 29,913 279,743 71,423 105,965 55,434 17,032 87,964 110,109 391,292 388,587 736,321 209,799 116,147 79.9 SEARS 100.0 FOOD BASICS 38.3 GIANT TIGER 100.0 PRICE CHOPPER (3) 100.0 PHARMAPRIX (3) 100.0 TALIZE 96.7 YOUR INDEPENDENT GROCER 88,898 36,484 20,000 29,950 17,032 31,388 GALAXY DOLLAR TREE DOLLARAMA HAWKESBURY HOSPITAL OFFICES 20,000 SHOPPERS DRUG MART 18,040 10,500 11,679 13,484 BINGO HALL 12,000 SHOPPERS DRUG MART 18,163 FIT FOR LESS 13,128 49,018 PHARMA PLUS 10,648 94.2 SEARS WHOLE HOME 60,444 WINNERS 35,094 IKEA 33,306 69.7 WEST ROYALTY FITNESS 60,157 LOBLAWS 35,513 CINEPLEX 28,649 81.9 THE BRICK 85.1 SUPER C 45,860 48,198 TOYS R US 41,352 IGA (SOBEYS) LES AILES DE LA MODE 20,378 DOLLARAMA 40,665 10,679 TOTAL 605 SHOPPING CENTER PROPERTY INTERESTS (4) 96,005,133 (1) (2) (3) (4) (5) BIG CPP KIR OIP OJV PRU SEB UJV Percent leased information as of December 31, 2015. Denotes ground-up development project. The square footage shown represents the completed leaseable area and future development. Denotes tenants who are Dark & Paying. Does not include 446 properties, primarily through the Company’s preferred equity investments, other real estate investments and non-retail properties, totaling approximately 7.3 million square feet of GLA. Denotes projects which exclude GLA of units being held for redevelopment. Denotes property interest in BIG Shopping Centers. Denotes property interest in Canada Pension Plan. Denotes property interest in Kimco Income REIT. Denotes property interest in Other Institutional Programs. Denotes property interest in Other U.S. Joint Ventures. Denotes property interest in Prudential Investment Program. Denotes property interest in SEB Immobilien. Denotes property interest in Unconsolidated Joint Venture. 126 JOB TITLE Kimco AR JOB NUMBER 279628 REVISION 4 SERIAL DATE Thursday, March 19, 2015 TYPE PAGE NO. 147 OPERATOR Joy D This page intentionally left blank.<12345678>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 Offices Executive Offices 3333 New Hyde Park Road New Hyde Park, NY 11042 516-869-9000 www.kimcorealty.com Annual Report to Stockholders Our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) is included in our mailing to stock- holders and together with this 2015 Annual Report forms our annual report to stock- holders 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 2,397 as of March 7, 2016. Stock Listings NYSE—Symbols KIM, KIMprI KIMprJ, KIMprK On May 11, 2015, the Company’s Chief Executive Officer submitted to the New York Stock Exchange the annual certifica- tion required by Section 303A.12(a) of the NYSE Company Manual. In addition, the Company has filed with the Securities and Exchange Commission as exhibits to its Form 10-K for the fiscal year ended December 31, 2015, the certifications, required pursuant to Section 302 of the Sarbanes-Oxley Act, of its Chief Executive Officer and Chief Financial Officer relating to the quality of its public disclosure. Investor Relations A copy of the Company’s Annual Report to the U.S. Securities and Exchange Commission on Form 10-K may be obtained at no cost to stockholders by writing to: David F. Bujnicki Vice President, Investor Relations & Corporate Communications Kimco Realty Corporation 3333 New Hyde Park Road New Hyde Park, NY 11042 1-866-831-4297 E-mail: ir@kimcorealty.com Annual Meeting of Stockholders Stockholders of Kimco Realty Corporation are cordially invited to attend the Annual Meeting of Stockholders scheduled to be held at 10:00 am on May 5, 2016, at Grand Hyatt New York 109 E 42nd Street New York, NY 10017. Arlington, VA 703-415-7612 Woodbridge, VA 703-583-0071 Bellevue, WA 425-373-3500 Regional Offices Mesa, AZ 480-461-0050 Daly City, CA 650-301-3000 Carmichael, CA 916-791-0600 Los Angeles, CA 310-284-6000 Tustin, CA 949-252-3880 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 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 299287_Kimco_TXT.indd 22 3/14/16 5:37 PM Corporate Directory Board of Directors Milton Cooper Executive Chairman Kimco Realty Corporation Philip E. Coviello (1v)(2)(3) Partner * Latham & Watkins LLP Richard G. Dooley (1)(2)(3v) Lead Independent Director Executive Vice President & Chief Investment Officer * Massachusetts Mutual Life Insurance Company Joe Grills (1)(2v)(3) Chief Investment Officer * IBM Retirement Fund Conor C. Flynn President & Chief Executive Officer 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) Chief Executive Officer, President & member of the Board of Directors Colony Capital, Inc. * Retired (1) Audit Committee (2) Executive Compensation Committee (3) Nominating and Corporate Governance Committee (v) Chairman Executive Management Corporate Management James J. Bruin Senior Vice President Portfolio Management David F. Bujnicki Senior Vice President Investor Relations & Corporate Communications Raymond Edwards Vice President Retailer Services Geoff Glazer Senior Vice President National Development Leah Landro Vice President Human Resources Thomas Taddeo Senior Vice President Chief Information Officer Dana Valenti Vice President Risk Management Harvey Weinreb Vice President Tax Paul Westbrook Vice President Chief Accounting Officer Milton Cooper Executive Chairman Conor C. Flynn President & Chief Executive Officer Glenn G. Cohen Executive Vice President Chief Financial Officer & Treasurer Ross Cooper Executive Vice President Chief Investment Officer David Jamieson Executive Vice President Asset Management and Operations Bruce Rubenstein Executive Vice President General Counsel and Secretary U.S. Regional Management Robert Nadler President Central Region Paul D. Puma President Southern Region Wilbur “Tom” Simmons III President Mid-Atlantic Region Armand Vasquez President Western Region Josh Weinkranz President Northeast Region A B O U T T HE C O MPA N Y Kimco Realty Corporation (NYSE: KIM) is a real estate investment trust (REIT) headquartered in New Hyde Park, N.Y., that is North America’s largest publicly traded owner and operator of open-air shopping centers. As of December 31, 2015, the company owned interests in 564 open-air shopping centers comprising 90 million square feet of leasable space across 38 U.S. states and Puerto Rico. Letter from the Chairman 2015 Operating Review Form 10-K Shareholder Information Corporate Directory 2 4 21 128 IBC 299287_Kimco_CVR_R2.indd 2 3/16/16 2:43 AM 2020 VISION 2020 VISION K i m c o R e a l t y • 2 0 1 5 A n n u a l R e p o r t PM S 2945 RGB CMYK R E A L T Y R E A L T Y R E A L T Y 3333 New Hyde Park Road New Hyde Park, NY 11042 Tel: 516-869-9000 kimcorealty.com / blog.kimcorealty.com R E A L T Y 2 0 15 A N N U A L R E P O R T R E A L T Y PM S 2945 RGB CMYK R E A L T Y 299287_Kimco_CVR_R2.indd 1 3/16/16 2:43 AM

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