Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
| (a) 1. | Financial Statements – The following consolidated financial information is included as a separate section of this annual report on Form 10-K. | Form10-K Report Page | |
|---|---|---|---|
| Report of Independent Registered Public Accounting Firm | 42 | ||
| Consolidated Financial Statements | |||
| Consolidated Balance Sheets as of December 31, 2012 and 2011 | 43 | ||
| Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010 | 44 | ||
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010 | 45 | ||
| Consolidated Statements of Changes in Equity for the years ended December 31, 2012, 2011 and 2010 | 46 | ||
| Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010 | 47 | ||
| Notes to Consolidated Financial Statements | 48 | ||
| 2 | . Financial Statement Schedules - | ||
| Schedule II - | Valuation and Qualifying Accounts | 94 | |
| Schedule III - | Real Estate and Accumulated Depreciation | 95 | |
| Schedule IV - | Mortgage Loans on Real Estate | 102 | |
| 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. | 38 |
INDEX TO EXHIBITS
| Incorporated by Reference | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | Page Number | |||||||
| 3.1(a) | Articles of Restatement of the Company, dated January 14, 2011 | 10-K | 1-10899 | 02/28/11 | 3.1(a) | |||||||||
| 3.1(b) | Articles Supplementary of the Company dated November 8, 2010 | 10-K | 1-10899 | 02/28/11 | 3.1(b) | |||||||||
| 3.2(a) | Amended and Restated By-laws of the Company, dated February 25, 2009 | 10-K | 1-10899 | 02/27/09 | 3.2 | |||||||||
| 3.2(b) | Articles Supplementary of Kimco Realty Corporation, dated March 12, 2012 | 8-A12B | 1-10899 | 03/13/12 | 3.2 | |||||||||
| 3.2(c) | Articles Supplementary of Kimco Realty Corporation, dated July 17, 2012 | 8-A12B | 1-10899 | 07/18/12 | 3.2 | |||||||||
| 3.2(d) | Articles Supplementary of Kimco Realty Corporation, dated November 30, 2012 | 8-A12B | 1-10899 | 12/03/12 | 3.2 | |||||||||
| 4.1 | Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K | S-11 | 333-42588 | 09/11/91 | 4.1 | |||||||||
| 4.2 | Form of Certificate of Designations for the Preferred Stock | S-3 | 333-67552 | 09/10/93 | 4(d) | |||||||||
| 4.3 | Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | S-3 | 333-67552 | 09/10/93 | 4(a) | |||||||||
| 4.4 | First Supplemental Indenture, dated as of August 4, 1994 | 10-K | 1-10899 | 03/28/96 | 4.6 | |||||||||
| 4.5 | Second Supplemental Indenture, dated as of April 7, 1995 | 8-K | 1-10899 | 04/07/95 | 4(a) | |||||||||
| 4.6 | Indenture dated April 1, 2005, between Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee | 8-K | 1-10899 | 04/25/05 | 4.1 | |||||||||
| 4.7 | Third Supplemental Indenture, dated as of June 2, 2006 | 8-K | 1-10899 | 06/05/06 | 4.1 | |||||||||
| 4.8 | Fifth Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee | 8-K | 1-10899 | 11/03/06 | 4.1 | |||||||||
| 4.9 | First Supplemental Indenture, dated as of October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee | 8-K | 1-10899 | 11/03/06 | 4.2 | |||||||||
| 4.10 | First Supplemental Indenture, dated as of June 2, 2006, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee | 10-K | 1-10899 | 02/28/07 | 4.12 | |||||||||
| 4.11 | Second Supplemental Indenture, dated as of August 16, 2006, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee | 10-K | 1-10899 | 02/28/07 | 4.13 | |||||||||
| 4.12 | Fifth Supplemental Indenture, dated September 24, 2009, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee | 8-K | 1-10899 | 09/24/09 | 4.1 | |||||||||
| 10.1 | Amended and Restated Stock Option Plan | 10-K | 1-10899 | 03/28/95 | 10.3 | |||||||||
| 10.2 | Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation (restated February 25, 2009) | 10-K | 1-10899 | 02/27/09 | 10.9 | |||||||||
| 10.3 | Form of Indemnification Agreement | 10-K | 1-10899 | 02/27/09 | 10.16 | |||||||||
| 10.4 | Employment Agreement between Kimco Realty Corporation and Glenn G. Cohen, dated February 25, 2009 | 10-K | 1-10899 | 02/27/09 | 10.17 |
| Incorporated by Reference | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | Page Number | |||||||
| 10.5 | 1 billion MXN Credit Agreement, dated as of March 3, 2008, among KRC Mexico Acquisition, LLC, as borrower, Kimco Realty Corporation, as guarantor and each of the parties named therein | 10-K/A | 1-10899 | 08/17/10 | 10.18 | |||||||||
| 10.6 | Amendment to Employment Agreement between Kimco Realty Corporation and Glenn G. Cohen, dated March 15, 2010 | 8-K | 1-10899 | 03/19/10 | 10.4 | |||||||||
| 10.7 | Kimco Realty Corporation Executive Severance Plan, dated March 15, 2010 | 8-K | 1-10899 | 03/19/10 | 10.5 | |||||||||
| 10.8 | Kimco Realty Corporation 2010 Equity Participation Plan | 8-K | 1-10899 | 03/19/10 | 10.7 | |||||||||
| 10.9 | Form of Performance Share Award Grant Notice and Performance Share Award Agreement | 8-K | 1-10899 | 03/19/10 | 10.8 | |||||||||
| 10.10 | Underwriting Agreement, dated April 6, 2010, by and among Kimco Realty Corporation, Kimco North Trust III, and each of the parties named therein | 10-Q | 1-10899 | 05/07/10 | 99.1 | |||||||||
| 10.11 | Third Supplemental Indenture, dated as of April 13, 2010, among Kimco Realty Corporation, as guarantor, Kimco North Trust III, as issuer and BNY Trust Company of Canada, as trustee | 10-Q | 1-10899 | 05/07/10 | 99.2 | |||||||||
| 10.12 | Credit Agreement, dated as of April 17, 2009, among Kimco Realty Corporation and each of the parties named therein | 10-K/A | 1-10899 | 08/17/10 | 10.19 | |||||||||
| 10.13 | Underwriting Agreement, dated August 23, 2010, by and among Kimco Realty Corporation and each of the parties named therein | 8-K | 1-10899 | 08/24/10 | 1.1 | |||||||||
| 10.14 | $1.75 Billion Credit Agreement, dated as of October 27, 2011, among Kimco Realty Corporation and each of the parties named therein | 8-K | 1-10899 | 11/2/11 | 10.1 | |||||||||
| 10.15 | Agreement and General Release between Kimco Realty Corporation and Barbara Pooley, dated January 18, 2012 | 8-K | 1-10899 | 1/19/12 | 10.1 | |||||||||
| 10.16 | $400 Million Credit Agreement, dated as of April 17, 2012, among Kimco Realty Corporation as borrower and each of the parties named therein | 8-K | 1-10899 | 4/20/12 | 10.1 | |||||||||
| 10.17 | First Amendment to the Kimco Realty Corporation Executive Severance Plan, dated as of March 20, 2012 | 10-Q | 1-10899 | 5/10/12 | 10.3 | |||||||||
| 10.18 | $147.5 Million Credit Agreement, dated as of June 28, 2012, by and among InTown Hospitality Corp. as borrower, Kimco Realty Corporation as guarantor, and each of the parties named therein | 8-K | 1-10899 | 7/03/12 | 10.1 | |||||||||
| 10.19 | Kimco Realty Corporation 2010 Equity Participation Plan | S-8 | 333-184776 | 11/06/12 | 99.1 | |||||||||
| 12.1 | Computation of Ratio of Earnings to Fixed Charges | — | — | — | — | X | 103 | |||||||
| 12.2 | Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends | — | — | — | — | X | 104 | |||||||
| 21.1 | Significant Subsidiaries of the Company | — | — | — | — | X | 105 | |||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | — | — | — | — | X | 106 | |||||||
| 31.1 | Certification of the Company’s Chief Executive Officer, David B. Henry, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | X | 107 | |||||||
| 31.2 | Certification of the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | X | 108 | |||||||
| 32.1 | Certification of the Company’s Chief Executive Officer, David B. Henry, and the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | X | 109 | |||||||
| 99.1 | Property Chart | — | — | — | — | X | 110 | |||||||
| 101.INS | XBRL Instance Document | — | — | — | — | X | ||||||||
| 101.SCH | XBRL Taxonomy Extension Schema | — | — | — | — | X | ||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | — | — | — | — | X | ||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | — | — | — | — | X | ||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | — | — | — | — | X | ||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | — | — | — | — | X |
SIGNATURES
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.
| KIMCO REALTY CORPORATION | |||
|---|---|---|---|
| By: | /s/ David B. Henry | ||
| David B. Henry Chief Executive Officer |
Dated: February 26, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|---|---|---|---|---|
| /s/ Milton Cooper | Executive Chairman of the Board of Directors | February 26, 2013 | ||
| Milton Cooper | ||||
| /s/ David B. Henry | Chief Executive Officer and Vice Chairman of | February 26, 2013 | ||
| David B. Henry | the Board of Directors | |||
| /s/ Richard G. Dooley | Director | February 26, 2013 | ||
| Richard G. Dooley | ||||
| /s/ Joe Grills | Director | February 26, 2013 | ||
| Joe Grills | ||||
| /s/ F. Patrick Hughes | Director | February 26, 2013 | ||
| F. Patrick Hughes | ||||
| /s/ Frank Lourenso | Director | February 26, 2013 | ||
| Frank Lourenso | ||||
| /s/ Richard Saltzman | Director | February 26, 2013 | ||
| Richard Saltzman | ||||
| /s/ Philip Coviello | Director | February 26, 2013 | ||
| Philip Coviello | ||||
| /s/ Colombe Nicholas | Director | February 26, 2013 | ||
| Colombe Nicholas | ||||
| /s/ Michael V. Pappagallo | Executive Vice President - | February 26, 2013 | ||
| Michael V. Pappagallo | Chief Operating Officer | |||
| /s/ Glenn G. Cohen | Executive Vice President - | February 26, 2013 | ||
| Glenn G. Cohen | Chief Financial Officer and | |||
| Treasurer | ||||
| /s/ Paul Westbrook | Vice President - | February 26, 2013 | ||
| Paul Westbrook | Chief Accounting Officer |
ANNUAL REPORT ON FORM 10-K
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