2020 VISION
2020 VISION
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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
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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 clusters FFO 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 Project 468,000 Sq. Ft.
Phase II
Retail Sq. Ft.
Cost
Anticipated Stabilization
267,000
2Q 2019 $16-18 million value creation
$52M
11
Shadow Pipeline C 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 Project RETAIL
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 Project RETAIL
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 Project Going 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:
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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:
●
●
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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
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● 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.
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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
-
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612,748
5,366
126,705
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(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
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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
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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
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2020 VISION
2020 VISION
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PM S 2945
RGB
CMYK
R E A L T Y
R E A L T Y
R E A L T Y
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
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R E A L T Y
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