Item 8. , ITEM 15 (a) (1) and (2)

INDEX TO FINANCIAL STATEMENTS

AND

FINANCIAL STATEMENT SCHEDULES

		Form10-K Page
KIMCO REALTY CORPORATION AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm		42
Consolidated Financial Statements and Financial Statement Schedules:
Consolidated Balance Sheets as of December 31, 2013 and 2012		43
Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011		44
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011		45
Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011		46
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011		47
Notes to Consolidated Financial Statements		48
Financial Statement Schedules:
II.	Valuation and Qualifying Accounts	94
III.	Real Estate and Accumulated Depreciation	95
IV.	Mortgage Loans on Real Estate	102

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Kimco Realty Corporation:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Kimco Realty Corporation and its subsidiaries (the "Company") at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedules, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 26, 2014

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share information)

		December 31, 2013				December 31, 2012
Assets:
Real Estate
Rental property
Land		$	2,072,099			$	2,024,300
Building and improvements			6,953,427				6,825,724
			9,025,526				8,850,024
Less: accumulated depreciation and amortization			(1,878,681	)			(1,745,462	)
			7,146,845				7,104,562
Real estate under development			97,818				97,263
Real estate, net			7,244,663				7,201,825
Investments and advances in real estate joint ventures			1,257,010				1,428,155
Other real estate investments			274,641				317,557
Mortgages and other financing receivables			30,243				70,704
Cash and cash equivalents			148,768				141,875
Marketable securities			62,766				36,541
Accounts and notes receivable			164,326				171,540
Deferred charges and prepaid expenses			175,698				171,373
Other assets			305,515				211,664
Total assets		$	9,663,630			$	9,751,234
Liabilities:
Notes payable		$	3,186,047			$	3,192,127
Mortgages payable			1,035,354				1,003,190
Accounts payable and accrued expenses			124,290				111,881
Dividends payable			104,496				96,518
Other liabilities			357,764				333,962
Total liabilities			4,807,951				4,737,678
Redeemable noncontrolling interests			86,153				81,076
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $1.00 par value, authorized 5,961,200 shares 102,000 shares issued and outstanding (in series), Aggregate liquidation preference $975,000			102				102
Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding 409,731,058 and 407,782,102 shares, respectively			4,097				4,078
Paid-in capital			5,689,258				5,651,170
Cumulative distributions in excess of net income			(996,058	)			(824,008	)
Accumulated other comprehensive income			(64,982	)			(66,182	)
Total stockholders' equity			4,632,417				4,765,160
Noncontrolling interests			137,109				167,320
Total equity			4,769,526				4,932,480
Total liabilities and equity		$	9,663,630			$	9,751,234

The accompanying notes are an integral part of these consolidated financial statements

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share information)

		Year Ended December 31,
		2013				2012				2011
Revenues
Revenues from rental properties		$	910,356			$	836,881			$	779,156
Management and other fee income			36,317				37,522				35,321
Total revenues			946,673				874,403				814,477
Operating expenses
Rent			13,347				12,745				13,847
Real estate taxes			117,563				110,747				104,451
Operating and maintenance			115,151				107,204				102,538
General and administrative expenses			127,913				123,925				118,559
Provision for doubtful accounts			8,256				6,022				5,965
Impairment charges			91,404				10,289				13,077
Depreciation and amortization			247,537				236,923				218,260
Total operating expenses			721,171				607,855				576,697
Operating income			225,502				266,548				237,780
Other income/(expense)
Mortgage financing income			4,304				7,504				7,273
Interest, dividends and other investment income			16,999				2,041				15,796
Other expense, net			(533	)			(7,687	)			(4,010	)
Interest expense			(213,911	)			(225,710	)			(221,678	)
Income from other real estate investments			2,306				2,451				4,121
Gain on sale of development properties			-				-				12,074
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			34,667				45,147				51,356
Provision for income taxes, net			(34,520	)			(16,922	)			(25,789	)
Equity in income of joint ventures, net			208,689				112,896				63,467
Gain on change in control of interests, net			21,711				15,555				569
Equity in income of other real estate investments, net			31,136				53,397				51,813
Income from continuing operations			261,683				210,073				141,416
Discontinued operations
Income from discontinued operating properties, net of tax			18,224				21,082				40,582
Impairment/loss on operating properties sold, net of tax			(83,900	)			(38,432	)			(17,343	)
Gain on disposition of operating properties, net of tax			43,914				83,253				17,327
(Loss)/income from discontinued operations			(21,762	)			65,903				40,566
Gain on sale of operating properties, net of tax			1,432				4,299				108
Net income			241,353				280,275				182,090
Net income attributable to noncontrolling interests			(5,072	)			(14,202	)			(13,039	)
Net income attributable to the Company			236,281				266,073				169,051
Preferred stock redemption costs			-				(21,703	)			-
Preferred dividends			(58,294	)			(71,697	)			(59,363	)
Net income available to the Company's common shareholders		$	177,987			$	172,673			$	109,688
Per common share:
Income from continuing operations:
-Basic		$	0.47			$	0.27			$	0.18
-Diluted		$	0.47			$	0.27			$	0.18
Net income attributable to the Company:
-Basic		$	0.43			$	0.42			$	0.27
-Diluted		$	0.43			$	0.42			$	0.27
Weighted average shares:
-Basic			407,631				405,997				406,530
-Diluted			408,614				406,689				407,669
Amounts attributable to the Company's common shareholders:
Income from continuing operations		$	191,448			$	109,903			$	71,921
Income/(loss) from discontinued operations			(13,461	)			62,770				37,767
Net income		$	177,987			$	172,673			$	109,688

The accompanying notes are an integral part of these consolidated financial statements

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

		Year Ended December 31,
		2013				2012				2011
Net income		$	241,353			$	280,275			$	182,090
Other comprehensive income:
Change in unrealized gain/(loss) on marketable securities			6,773				3,013				(4,065	)
Change in unrealized gain on interest rate swaps			-				450				549
Change in foreign currency translation adjustment, net			(4,208	)			43,515				(82,228	)
Other comprehensive income/(loss)			2,565				46,978				(85,744	)
Comprehensive income			243,918				327,253				96,346
Comprehensive income attributable to noncontrolling interests			(6,436	)			(19,702	)			(11,102	)
Comprehensive income attributable to the Company		$	237,482			$	307,551			$	85,244

The accompanying notes are an integral part of these consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2013, 2012 and 2011

(in thousands)

		******** Cumulative ** Distributions in Excess of ******				************ Accumulated ** Other **** Comprehensive ******				Preferred Stock								Common Stock								Paid-in				******** Total ** Stockholders' ******				Noncontrolling				Total
		Net Income				Income				Issued				Amount				Issued				Amount				Capital				Equity				Interests				Equity
Balance, January 1, 2011		$	(515,164	)		$	(23,853	)			954			$	954				406,424			$	4,064			$	5,469,841			$	4,935,842			$	225,444			$	5,161,286
Contributions from noncontrolling interests			-				-				-				-				-				-				-				-				1,045				1,045
Comprehensive income:
Net income attributable to the Company			169,051				-				-				-				-				-				-				169,051				13,039				182,090
Other comprehensive income, net of tax:
Change in unrealized loss on marketable securities			-				(4,065	)			-				-				-				-				-				(4,065	)			-				(4,065	)
Change in unrealized gain on interest rate swaps			-				549				-				-				-				-				-				549				-				549
Change in foreign currency translation adjustment			-				(80,291	)			-				-				-				-				-				(80,291	)			(1,937	)			(82,228	)
Redeemable noncontrolling interests			-				-				-				-				-				-				-				-				(6,370	)			(6,370	)
Dividends ($0.73 per Common Share; $1.6625 per
Class F Depositary Share, $1.9375 per
Class G Depositary Share and $1.7250 per
Class H Depositary Share, respectively)			(356,886	)			-				-				-				-				-				-				(356,886	)			-				(356,886	)
Distributions to noncontrolling interests			-				-				-				-				-				-				-				-				(13,827	)			(13,827	)
Issuance of common stock			-				-				-				-				438				5				4,936				4,941				-				4,941
Surrender of common stock			-				-				-				-				(34	)			(2	)			(579	)			(581	)			-				(581	)
Repurchase of common stock			-				-				-				-				(334	)			(2	)			(6,001	)			(6,003	)			-				(6,003	)
Exercise of common stock options			-				-				-				-				444				4				6,533				6,537				-				6,537
Acquisition of noncontrolling interests			-				-				-				-				-				-				4,452				4,452				(23,637	)			(19,185	)
Amortization of equity awards			-				-				-				-				-				-				12,840				12,840				-				12,840
Balance, December 31, 2011			(702,999	)			(107,660	)			954				954				406,938				4,069				5,492,022				4,686,386				193,757				4,880,143
Contributions from noncontrolling interests			-				-				-				-				-				-				-				-				1,384				1,384
Comprehensive income:
Net income attributable to the Company			266,073				-				-				-				-				-				-				266,073				14,202				280,275
Other comprehensive income, net of tax:
Change in unrealized gain on marketable securities			-				3,013				-				-				-				-				-				3,013				-				3,013
Change in unrealized gain on interest rate swaps			-				450				-				-				-				-				-				450				-				450
Change in foreign currency translation adjustment			-				38,015				-				-				-				-				-				38,015				5,500				43,515
Redeemable noncontrolling interests			-				-				-				-				-				-				-				-				(6,337	)			(6,337	)
Dividends ($0.78 per common share; $1.0344 per
Class F Depositary Share, $1.5016 per
Class G Depositary Share, $1.725 per
Class H Depositary Share, $1.1708 per
Class I Depositary Share, $0.5958 per
Class J Depositary Share, and $0.0938 per
Class K Depositary Share, respectively)			(387,082	)			-				-				-				-				-				-				(387,082	)			-				(387,082	)
Distributions to noncontrolling interests			-				-				-				-				-				-				-				-				(15,328	)			(15,328	)
Issuance of common stock			-				-				-				-				1,096				11				18,104				18,115				-				18,115
Issuance of preferred stock			-				-				32				32				-				-				774,125				774,157				-				774,157
Surrender of common stock			-				-				-				-				(111	)			(1	)			(2,072	)			(2,073	)			-				(2,073	)
Repurchase of common stock			-				-				-				-				(1,636	)			(16	)			(30,931	)			(30,947	)			-				(30,947	)
Exercise of common stock options			-				-				-				-				1,495				15				22,576				22,591				-				22,591
Acquisition of noncontrolling interests			-				-				-				-				-				-				(95	)			(95	)			(25,858	)			(25,953	)
Amortization of equity awards			-				-				-				-				-				-				11,557				11,557				-				11,557
Redemption of preferred stock			-				-				(884	)			(884	)			-				-				(634,116	)			(635,000	)			-				(635,000	)
Balance, December 31, 2012			(824,008	)			(66,182	)			102				102				407,782				4,078				5,651,170				4,765,160				167,320				4,932,480
Contributions from noncontrolling interests			-				-				-				-				-				-				-				-				1,026				1,026
Comprehensive income:
Net income attributable to the Company			236,281				-				-				-				-				-				-				236,281				5,072				241,353
Other comprehensive income, net of tax:
Change in unrealized gain on marketable securities			-				6,773				-				-				-				-				-				6,773				-				6,773
Change in foreign currency translation adjustment			-				(5,573	)			-				-				-				-				-				(5,573	)			1,365				(4,208	)
Redeemable noncontrolling interests			-				-				-				-				-				-				-				-				(6,892	)			(6,892	)
Dividends ($0.855 per common share; $1.725 per
Class H Depositary Share, $1.5000 per
Class I Depositary Share, $1.3750 per
Class J Depositary Share and $1.40625 per
Class K Depositary Share, respectively)			(408,331	)			-				-				-				-				-				-				(408,331	)			-				(408,331	)
Distributions to noncontrolling interests			-				-				-				-				-				-				-				-				(10,686	)			(10,686	)
Issuance of common stock			-				-				-				-				560				5				9,208				9,213				-				9,213
Surrender of restricted stock			-				-				-				-				(247	)			(2	)			(3,889	)			(3,891	)			-				(3,891	)
Exercise of common stock options			-				-				-				-				1,636				16				30,193				30,209				-				30,209
Acquisition of noncontrolling interests			-				-				-				-				-				-				(8,894	)			(8,894	)			(20,096	)			(28,990	)
Amortization of equity awards			-				-				-				-				-				-				11,470				11,470				-				11,470
Balance, December 31, 2013		$	(996,058	)		$	(64,982	)			102			$	102				409,731			$	4,097			$	5,689,258			$	4,632,417			$	137,109			$	4,769,526

The accompanying notes are an integral part of these consolidated financial statements.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2013, 2012 and 2011

(in thousands)

		Year Ended December 31,
		2013				2012				2011
Cash flow from operating activities:
Net income		$	241,353			$	280,275			$	182,090
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			257,855				262,742				251,139
Impairment charges			190,218				59,569				32,763
Gain on sale of development properties			-				-				(12,074	)
Gain on sale of operating properties			(51,529	)			(94,369	)			(17,435	)
Equity in income of joint ventures, net			(208,689	)			(112,896	)			(63,467	)
Gain on change in control of interests, net			(21,711	)			(15,555	)			(569	)
Equity in income from other real estate investments, net			(31,136	)			(53,397	)			(51,813	)
Distributions from joint ventures and other real estate investments			258,050				194,110				163,048
Change in accounts and notes receivable			7,213				2,940				(19,271	)
Change in accounts payable and accrued expenses			10,166				(11,281	)			(8,082	)
Change in other operating assets and liabilities			(81,755	)			(33,084	)			(7,716	)
Net cash flow provided by operating activities			570,035				479,054				448,613
Cash flow from investing activities:
Acquisition of operating real estate			(354,287	)			(442,541	)			(268,282	)
Improvements to operating real estate			(107,277	)			(109,928	)			(75,017	)
Improvements to real estate under development			(591	)			(2,487	)			(37,896	)
Investment in marketable securities			(33,588	)			-				-
Proceeds from sale/repayments of marketable securities			26,406				156				188,003
Investments and advances to real estate joint ventures			(296,550	)			(219,885	)			(171,695	)
Reimbursements of investments and advances to real estate joint ventures			440,161				187,856				63,529
Investment in other real estate investments			(23,566	)			(5,638	)			(6,958	)
Reimbursements of investments and advances to other real estate investments			30,151				33,720				68,881
Investment in mortgage loans receivable			(11,469	)			(16,021	)			-
Collection of mortgage loans receivable			29,192				63,600				19,148
Investment in other investments			(21,366	)			(924	)			(730	)
Reimbursements of other investments			9,175				11,553				20,116
Proceeds from sale of operating properties			385,844				449,539				135,646
Proceeds from sale of development properties			-				-				44,495
Net cash flow provided by/(used for) investing activities			72,235				(51,000	)			(20,760	)
Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt			(256,346	)			(284,815	)			(62,470	)
Principal payments on rental property debt			(23,804	)			(23,130	)			(22,720	)
Principal payments on construction loan financings			-				(2,177	)			(3,428	)
Proceeds from mortgage/construction loan financings			35,974				14,776				20,346
(Repayments)/Proceeds under unsecured revolving credit facility, net			(57,775	)			8,559				112,137
Proceeds from issuance of unsecured term loan/notes			621,562				400,000				-
Repayments under unsecured term loan/notes			(546,717	)			(215,900	)			(92,600	)
Financing origination costs			(8,041	)			(2,138	)			(11,478	)
Redemption of noncontrolling interests			(30,086	)			(42,315	)			(26,682	)
Dividends paid			(400,354	)			(382,722	)			(353,764	)
Proceeds from issuance of stock			30,210				796,748				6,537
Redemption of preferred stock			-				(635,000	)			-
Repurchase of common stock			-				(30,947	)			(6,003	)
Net cash flow used for financing activities			(635,377	)			(399,061	)			(440,125	)
Change in cash and cash equivalents			6,893				28,993				(12,272	)
Cash and cash equivalents, beginning of year			141,875				112,882				125,154
Cash and cash equivalents, end of year		$	148,768			$	141,875			$	112,882
Interest paid during the year (net of capitalized interest of $1,263, $1,538 and $7,086, respectively)		$	216,258			$	226,775			$	220,270
Income taxes paid during the year		$	33,838			$	2,122			$	2,606

The accompanying notes are an integral part of these consolidated financial statements

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts relating to the number of buildings, square footage, tenant and occupancy data, joint venture debt average interest rates and terms and estimated project costs are unaudited.

1. Summary of Significant Accounting Policies:

Business

Kimco Realty Corporation and subsidiaries (the "Company" or "Kimco"), affiliates and related real estate joint ventures are engaged principally in the operation of neighborhood and community shopping centers which are anchored generally by discount department stores, supermarkets or drugstores. The Company also provides property management services for shopping centers owned by affiliated entities, various real estate joint ventures and unaffiliated third parties.

Additionally, in connection with the Tax Relief Extension Act of 1999 (the "RMA"), which became effective January 1, 2001, the Company is permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a Real Estate Investment Trust ("REIT"), so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Internal Revenue Code, as amended (the "Code"), subject to certain limitations. As such, the Company, through its wholly-owned taxable REIT subsidiaries (“TRS”), has been engaged in various retail real estate related opportunities including (i) ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion and (ii) retail real estate management and disposition services which primarily focuses on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers. The Company may consider other investments through its TRS should suitable opportunities arise.

The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property and a large tenant base. At December 31, 2013, the Company's single largest neighborhood and community shopping center accounted for only 1.7% of the Company's annualized base rental revenues and only 1.3% of the Company’s total shopping center gross leasable area ("GLA"), including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest. At December 31, 2013, the Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, Bed Bath & Beyond, and Kohl’s which represented 3.0%, 2.8%, 2.3%, 1.8% and 1.7%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

The principal business of the Company and its consolidated subsidiaries is the ownership, management, development and operation of retail shopping centers, including complementary services that capitalize on the Company’s established retail real estate expertise. The Company evaluates performance on a property specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Principles of Consolidation and Estimates

The accompanying Consolidated Financial Statements include the accounts of Kimco Realty Corporation and subsidiaries (the “Company”). The Company’s subsidiaries includes subsidiaries which are wholly-owned and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) or meets certain criteria of a sole general partner or managing member in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation.

GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and related intangible assets and liabilities, equity method investments, marketable securities and other investments, including the assessment of impairments, as well as, depreciable lives, revenue recognition, the collectability of trade accounts receivable, realizability of deferred tax assets and the assessment of uncertain tax positions. Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could differ from these estimates.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated financial statements.

Real Estate

Real estate assets are stated at cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases and tenant relationships, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. The Company expenses transaction costs associated with business combinations in the period incurred.

In allocating the purchase price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market lease renewal options, to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions (i.e., expense recapture, base rental changes, etc.) measured over a period equal to the estimated remaining term of the lease. The capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the respective leases, which includes the expected renewal option period. Mortgage debt discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument. Unit discounts and premiums are amortized into noncontrolling interest in income, net over the period from the date of issuance to the earliest redemption date of the units.

In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based on current market demand. The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off.

Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows:

Buildings and building improvements		15 to 50 years
Fixtures, leasehold and tenant improvements (including certain identified intangible assets)		Terms of leases or useful lives, whichever is shorter

Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized. The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.

When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates the sales price, net of selling costs. If the net sales price of the asset is less than the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property.

On a continuous basis, management assesses whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged) of the property over its remaining useful life is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Real Estate Under Development

Real estate under development represents both the ground-up development of neighborhood and community shopping center projects which may be subsequently sold upon completion and projects which the Company may hold as long-term investments. These properties are carried at cost. The cost of land and buildings under development includes specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost capitalization when the property is held available for occupancy upon substantial completion of tenant improvements, but no later than one year from the completion of major construction activity. If, in management’s opinion, the net sales price of assets held for resale or the current and projected undiscounted cash flows of these assets to be held as long-term investments is less than the net carrying value, the carrying value would be adjusted to an amount that reflects the estimated fair value of the property.

Investments in Unconsolidated Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures under the equity method of accounting as the Company exercises significant influence, but does not control these entities. These investments are recorded initially at cost and subsequently adjusted for cash contributions and distributions. Earnings for each investment are recognized in accordance with each respective investment agreement and where applicable, based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.

The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint venture partners in neighborhood and community shopping center properties, consistent with its core business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses primarily to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk. The Company, on a limited selective basis, has obtained unsecured financing for certain joint ventures. These unsecured financings are guaranteed by the Company with guarantees from the joint venture partners for their proportionate amounts of any guaranty payment the Company is obligated to make.

To recognize the character of distributions from equity investees the Company reviews the nature of the cash distribution to determine the proper character of cash flow distributions as either returns on investment, which would be included in operating activities or returns of investment, which would be included in investing activities.

On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

The Company’s estimated fair values are based upon a discounted cash flow model for each joint venture that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Other Real Estate Investments

Other real estate investments primarily consist of preferred equity investments for which the Company provides capital to owners and developers of real estate. The Company typically accounts for its preferred equity investments on the equity method of accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement and based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.

On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s Other real estate investments may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

The Company’s estimated fair values are based upon a discounted cash flow model for each investment that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads utilized in these models are based upon rates that the Company believes to be within a reasonable range of current market rates.

Mortgages and Other Financing Receivables

Mortgages and other financing receivables consist of loans acquired and loans originated by the Company. Borrowers of these loans are primarily experienced owners, operators or developers of commercial real estate. The Company’s loans are primarily mortgage loans that are collateralized by real estate. Loan receivables are recorded at stated principal amounts, net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable. The Company defers certain loan origination and commitment fees, net of certain origination costs and amortizes them as an adjustment of the loan’s yield over the term of the related loan. The Company reviews on a quarterly basis credit quality indicators such as (i) payment status to identify performing versus non-performing loans, (ii) changes affecting the underlying real estate collateral and (iii) national and regional economic factors.

Interest income on performing loans is accrued as earned. A non-performing loan is placed on non-accrual status when it is probable that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or more past due are placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and interest. Upon the designation of non-accrual status, all unpaid accrued interest is reserved against through current income. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on non-performing loans on an accrual basis is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.

The Company has determined that it has one portfolio segment, primarily represented by loans collateralized by real estate, whereby it determines, as needed, reserves for loan losses on an asset-specific basis. The reserve for loan losses reflects management's estimate of loan losses as of the balance sheet date. The reserve is increased through loan loss expense and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased.

The Company considers a loan to be impaired when, based upon current information and events, it is probable that the Company will be unable to collect all amounts due under the existing contractual terms. A reserve allowance is established for an impaired loan when the estimated fair value of the underlying collateral (for collateralized loans) or the present value of expected future cash flows is lower than the carrying value of the loan. An internal valuation is performed generally using the income approach to estimate the fair value of the collateral at the time a loan is determined to be impaired. The model is updated if circumstances indicate a significant change in value has occurred. The Company does not provide for an additional allowance for loan losses based on the grouping of loans as the Company believes the characteristics of the loans are not sufficiently similar to allow an evaluation of these loans as a group for a possible loan loss allowance. As such, all of the Company’s loans are evaluated individually for impairment purposes.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Cash and Cash Equivalents

Cash and cash equivalents (demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less). Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured. Recoverability of investments is dependent upon the performance of the issuers.

Marketable Securities

The Company classifies its marketable equity securities as available-for-sale in accordance with the FASB’s Investments-Debt and Equity Securities guidance. These securities are carried at fair market value with unrealized gains and losses reported in stockholders’ equity as a component of Accumulated other comprehensive income ("AOCI"). Gains or losses on securities sold are based on the specific identification method.

All debt securities are generally classified as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity. It is more likely than not that the Company will not be required to sell the debt security before its anticipated recovery and the Company expects to recover the security’s entire amortized cost basis even if the entity does not intend to sell. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Debt securities which contain conversion features generally are classified as available-for-sale.

On a continuous basis, management assesses whether there are any indicators that the value of the Company’s marketable securities may be impaired, which includes reviewing the underlying cause of any decline in value and the estimated recovery period, as well as the severity and duration of the decline. In the Company’s evaluation, the Company considers its ability and intent to hold these investments for a reasonable period of time sufficient for the Company to recover its cost basis. A marketable security is impaired if the fair value of the security is less than the carrying value of the security and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the security over the estimated fair value in the security.

Deferred Leasing and Financing Costs

Costs incurred in obtaining tenant leases and long-term financing, included in deferred charges and prepaid expenses in the accompanying Consolidated Balance Sheets, are amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related leases or debt agreements, as applicable. Such capitalized costs include salaries, lease incentives and related costs of personnel directly involved in successful leasing efforts.

Software Development Costs

Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-line basis generally over a 3 to 5 year period. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. As of December 31, 2013 and 2012, the Company had unamortized software development costs of $28.2 million and $26.8 million, respectively, which is included in Other assets on the Company’s Consolidated Balance Sheets. The Company incurred $7.6 million, $5.5 million and $3.1 million in amortization of software development costs during the years ended December 31, 2013, 2012 and 2011, respectively.

Revenue Recognition and Accounts Receivable

Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recognized once the required sales level is achieved. Rental income may also include payments received in connection with lease termination agreements. In addition, leases typically provide for reimbursement to the Company of common area maintenance costs, real estate taxes and other operating expenses. Operating expense reimbursements are recognized as earned.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Management and other fee income consists of property management fees, leasing fees, property acquisition and disposition fees, development fees and asset management fees. These fees arise from contractual agreements with third parties or with entities in which the Company has a noncontrolling interest. Management and other fee income, including acquisition and disposition fees, are recognized as earned under the respective agreements. Management and other fee income related to partially owned entities are recognized to the extent attributable to the unaffiliated interest.

Gains and losses from the sale of depreciated operating property and ground-up development projects are generally recognized using the full accrual method in accordance with the FASB’s real estate sales guidance, provided that various criteria relating to the terms of sale and subsequent involvement by the Company with the properties are met.

Gains and losses on transfers of operating properties result from the sale of a partial interest in properties to unconsolidated joint ventures and are recognized using the partial sale provisions of the FASB’s real estate sales guidance.

The Company makes estimates of the uncollectability of its accounts receivable related to base rents, straight-line rent, expense reimbursements and other revenues. The Company analyzes accounts receivable and historical bad debt levels, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. The Company’s reported net earnings are directly affected by management’s estimate of the collectability of accounts receivable.

Income Taxes

The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Section 856 through 860 of the Code.

In connection with the RMA, which became effective January 1, 2001, the Company is permitted to participate in certain activities which it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted by entities which elect to be treated as taxable REIT subsidiaries under the Code. As such, the Company is subject to federal and state income taxes on the income from these activities. The Company is also subject to local taxes on certain non-U.S. investments.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

The Company reviews the need to establish a valuation allowance against deferred tax assets on a quarterly basis. The review includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the carryback or carryforward of any losses, the expected occurrence of future income or loss and available tax planning strategies.

The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a Company’s financial statements. Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Foreign Currency Translation and Transactions

Assets and liabilities of the Company’s foreign operations are translated using year-end exchange rates, and revenues and expenses are translated using exchange rates as determined throughout the year. Gains or losses resulting from translation are included in AOCI, as a separate component of the Company’s stockholders’ equity. Gains or losses resulting from foreign currency transactions are translated to local currency at the rates of exchange prevailing at the dates of the transactions. The effect of the transactions gain or loss is included in the caption Other expense, net in the Consolidated Statements of Income. The Company is required to release cumulative translation adjustment (“CTA”) balances into earnings when the Company has substantially liquidated its investment in a foreign entity.

Derivative/Financial Instruments

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risk through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company may use derivatives to manage exposures that arise from changes in interest rates, foreign currency exchange rate fluctuations and market value fluctuations of equity securities. The Company limits these risks by following established risk management policies and procedures including the use of derivatives.

The Company measures its derivative instruments at fair value and records them in the Consolidated Balance Sheet as an asset or liability, depending on the Company’s rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of the derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting under the Derivatives and Hedging guidance issued by the FASB.

The effective portion of the changes in fair value of derivatives designated and that qualify as cash flow hedges is recorded in AOCI and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Any ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During 2013, 2012 and 2011, the Company had no hedge ineffectiveness.

Noncontrolling Interests

The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income.

Noncontrolling interests also includes amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These units have a stated redemption value or a defined redemption amount based upon the trading price of the Company’s common stock and provides the unit holders various rates of return during the holding period. The unit holders generally have the right to redeem their units for cash at any time after one year from issuance. For convertible units, the Company typically has the option to settle redemption amounts in cash or common stock.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Units which embody an unconditional obligation requiring the Company to redeem the units for cash after a specified or determinable date (or dates) or upon an event that is certain to occur are determined to be mandatorily redeemable under this guidance and are included as Redeemable noncontrolling interest and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets. Convertible units for which the Company has the option to settle redemption amounts in cash or Common Stock are included in the caption Noncontrolling interest within the equity section on the Company’s Consolidated Balance Sheets.

Earnings Per Share

The following table sets forth the reconciliation of earnings and the weighted-average number of shares used in the calculation of basic and diluted earnings per share (amounts presented in thousands, except per share data):

		For the year ended December 31,
		2013				2012				2011
Computation of Basic Earnings Per Share:
Income from continuing operations		$	261,683			$	210,073			$	141,416
Gain on sale of operating properties, net of tax			1,432				4,299				108
Net income attributable to noncontrolling interests			(5,072	)			(14,202	)			(13,039	)
Discontinued operations attributable to noncontrolling interests			(8,301	)			3,133				2,799
Preferred stock redemption costs			-				(21,703	)			-
Preferred stock dividends			(58,294	)			(71,697	)			(59,363	)
Income from continuing operations available to the common Shareholders			191,448				109,903				71,921
Earnings attributable to unvested restricted shares			(1,360	)			(1,221	)			(608	)
Income from continuing operations attributable to common Shareholders			190,088				108,682				71,313
(Loss)/income from discontinued operations attributable to the Company			(13,461	)			62,770				37,767
Net income attributable to the Company’s common shareholders for basic earnings per share		$	176,627			$	171,452			$	109,080
Weighted average common shares outstanding			407,631				405,997				406,530
Basic Earnings Per Share Attributable to the Company’s Common Shareholders:
Income from continuing operations		$	0.47			$	0.27			$	0.18
(Loss)/income from discontinued operations			(0.04	)			0.15				0.09
Net income		$	0.43			$	0.42			$	0.27
Computation of Diluted Earnings Per Share:
Income from continuing operations attributable to common shareholders		$	190,088			$	108,682			$	71,313
(Loss)/income from discontinued operations attributable to the Company			(13,461	)			62,770				37,767
Net income attributable to the Company’s common shareholders for diluted earnings per share		$	176,627			$	171,452			$	109,080
Weighted average common shares outstanding – basic			407,631				405,997				406,530
Effect of dilutive securities(a):
Equity awards			983				692				1,139
Shares for diluted earnings per common share			408,614				406,689				407,669
Diluted Earnings Per Share Attributable to the Company’s Common Shareholders:
Income from continuing operations		$	0.47			$	0.27			$	0.18
(Loss)/income from discontinued operations			(0.04	)			0.15				0.09
Net income		$	0.43			$	0.42			$	0.27

(a) The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 10,950,388, 11,159,160 and 13,304,016, stock options that were not dilutive as of December 31, 2013, 2012 and 2011, respectively.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings.

Stock Compensation

The Company maintains two equity participation plans, the Second Amended and Restated 1998 Equity Participation Plan (the “Prior Plan”) and the 2010 Equity Participation Plan (the “2010 Plan”) (collectively, the “Plans”). The Prior Plan provides for a maximum of 47,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options and restricted stock grants. The 2010 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be issued for qualified and non-qualified options, restricted stock, performance awards and other awards, plus the number of shares of common stock which are or become available for issuance under the Prior Plan and which are not thereafter issued under the Prior Plan, subject to certain conditions. Unless otherwise determined by the Board of Directors at its sole discretion, options granted under the Plans generally vest ratably over a range of three to five years, expire ten years from the date of grant and are exercisable at the market price on the date of grant. Restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii) ratably over three or four years, (iii) over three years at 50% after two years and 50% after the third year or (iv) over ten years at 20% per year commencing after the fifth year. Performance share awards provide a potential to receive shares of restricted stock based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors. In addition, the Plans provide for the granting of certain options and restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.

The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees, be recognized in the Statement of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method, both of which are intended to estimate the fair value of the awards at the grant date (see Footnote 20 for additional disclosure on the assumptions and methodology).

New Accounting Pronouncements

In July 2013, the FASB released ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force) (“ASU 2013-11”). This update requires that an unrecognized tax benefit, or portion of an unrecognized tax benefit, be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward. If an applicable deferred tax asset is not available or a company does not expect to use the applicable deferred tax asset, the unrecognized tax benefit should be presented as a liability in the financial statements and should not be combined with an unrelated deferred tax asset. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, however retrospective application is permitted. The Company early adopted, on a prospective basis, ASU 2013-11 during 2013. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations (see Footnote 21).

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Additionally, during July 2013, the FASB released ASU 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2013-10”). The update permits the Fed Funds Effective Swap Rate (“OIS”) to be used as a U.S. benchmark interest rate for hedge accounting purposes. In addition, the amendments remove the restriction on using different benchmark rates for similar hedges. The provisions of ASU 2013-10 are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of ASU 2013-10 did not have a material impact on the Company’s financial position or results of operations.

In February 2013, the FASB issued new guidance regarding liabilities, Accounting Standards Update ("ASU") 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (“ASU 2013-04”), effective retrospectively for fiscal years beginning after December 15, 2013 and interim periods within those years. The amendments require an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. In addition, the amendments require an entity to disclose the nature and amount of the obligation, as well as other information about the obligations. The adoption of ASU 2013-04 is not expected to have a material impact on the Company’s financial position or results of operations.

In January 2013, the FASB released ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This guidance is the culmination of the board’s redeliberation on reporting reclassification adjustments from accumulated other comprehensive income. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source (e.g., the release due to cash flow hedges from interest rate contracts) and the income statement line items affected by the reclassification (e.g., interest income or interest expense). If a component is not required to be reclassified to net income in its entirety (e.g., the net periodic pension cost), companies would instead cross reference to the related footnote for additional information (e.g., the pension footnote). The new requirements will take effect for public companies in interim and annual reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company’s financial statement presentation or disclosures.

In December 2011, the FASB released ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 requires companies to provide new disclosures about offsetting and related arrangements for financial instruments and derivatives. The provisions of ASU 2011-11 are effective for annual reporting periods beginning on or after January 1, 2013, and are required to be applied retrospectively. The adoption of ASU 2011-11 did not have a material impact on the Company’s financial statement presentation.

Reclassifications

The Company made certain immaterial reclassifications to the Company’s Consolidated Balance Sheets as of December 31, 2012, to conform to the current year presentation.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

2. Real Estate:

The Company’s components of Rental property consist of the following (in thousands):

		December 31,
		2013				2012
Land		$	1,989,830			$	1,927,800
Undeveloped land			82,269				96,500
Buildings and improvements:
Buildings			4,572,740				4,607,931
Building improvements			1,168,959				1,091,810
Tenant improvements			725,570				708,626
Fixtures and leasehold improvements			61,015				59,690
Other rental property (1)			425,143				357,667
			9,025,526				8,850,024
Accumulated depreciation and amortization			(1,878,681	)			(1,745,462	)
Total		$	7,146,845			$	7,104,562

(1) At December 31, 2013 and 2012, Other rental property (net of accumulated amortization of $252.8 million and $212.9 million, respectively), consisted of intangible assets including (i) $290,838 and $237,166, respectively, of in-place leases, (ii) $21,326 and $21,335, respectively, of tenant relationships, and (iii) $112,979 and $99,166, respectively, of above-market leases.

In addition, at December 31, 2013 and 2012, the Company had intangible liabilities relating to below-market leases from property acquisitions of $181.5 million and $167.2 million, respectively, net of accumulated amortization of $155.7 million and $138.3 million, respectively. These amounts are included in the caption Other liabilities in the Company’s Consolidated Balance Sheets.

The Company’s amortization associated with the above and below market leases for the years ended December 31, 2013, 2012 and 2011 were net increases to revenue of $11.9 million, $14.9 million and $12.0 million, respectively. The estimated net amortization associated with the Company’s above and below market leases for the next five years are as follows (in millions): 2014, $10.5; 2015, $10.8; 2016, $11.0; 2017, $9.7 and 2018, $7.4.

The Company’s amortization expense associated with leases in place and tenant relationships for the years ended December 31, 2013, 2012 and 2011 was $33.2 million, $30.1 million and $26.9 million, respectively. The estimated net amortization associated with the Company’s these intangible assets for the next five years are as follows (in millions): 2014, $18.6; 2015, $15.3; 2016, $12.4; 2017, $10.1 and 2018, $8.2.

3. Property Acquisitions, Developments and Other Investments:

Operating property acquisitions, ground-up development costs and other investments have been funded principally through the application of proceeds from the Company's public equity and unsecured debt issuances, proceeds from mortgage financings, proceeds from the disposition of properties and availability under the Company’s revolving lines of credit.

Acquisition of Operating Properties –

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During the year ended December 31, 2013, the Company acquired the following properties, in separate transactions (in thousands):

				Purchase Price
Property Name	Location	Month Acquired		Cash				Debt Assumed				Other				Total				GLA*
Santee Trolley Square (1)	Santee, CA	Jan-13		$	26,863			$	48,456			$	22,681			$	98,000				311
Shops at Kildeer (2)	Kildeer, IL	Jan-13			-				32,724				-				32,724				168
Village Commons S.C.	Tallahassee, FL	Jan-13			7,100				-				-				7,100				125
Putty Hill Plaza (3)	Baltimore, MD	Jan-13			4,592				9,115				489				14,196				91
Columbia Crossing II S.C.	Columbia, MD	Jan-13			21,800				-				-				21,800				101
Roseville Plaza Outparcel	Roseville, MN	Jan-13			5,143				-				-				5,143				80
Wilton River Park (4)	Wilton, CT	Mar-13			777				36,000				5,223				42,000				187
Canyon Square (5)	Santa Clarita, CA	Apr-13			1,950				13,800				-				15,750				97
JTS Portfolio (7 properties) (6)	Baton Rouge, LA	Apr-13			-				43,267				11,733				55,000				520
Factoria Mall (7)	Bellevue, WA	May-13			37,283				56,000				37,467				130,750				510
6 Outparcels	Various	Jun-13			13,053				-				-				13,053				97
Highlands Ranch II	Highlands Ranch, CO	July-13			14,600				-				-				14,600				44
Elmsford	Elmsford, NY	Aug-13			23,000				-				-				23,000				143
Northridge	Arvada, CO	Oct-13			8,239				11,511				-				19,750				146
Five Forks Crossing	Liburn, GA	Oct-13			9,825				-				-				9,825				74
Greenwood S.C. Outparcel	Greenwood, IN	Oct-13			4,067				-				-				4,067				30
Clark Portfolio (4 properties)	Clark, NJ	Nov-13			35,553				-				-				35,553				189
Winn Dixie Portfolio (6 properties)	Louisiana & Florida	Dec-13			43,506				-				-				43,506				392
Tomball S.C.	Houston, TX	Dec-13			35,327				-				-				35,327				149
Atascocita S.C.	Humble, TX	Dec-13			38,250				28,250				-				66,500				317
Lawrenceville	Lawrenceville, GA	Dec-13			36,824				-				-				36,824				286
				$	367,752			$	279,123			$	77,593			$	724,468				4,057

• Gross leasable area ("GLA")

(1) This property was acquired from a joint venture in which the Company had a 45% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $22.7 million, before income tax, from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.

(2) This property was acquired from a joint venture in which the Company had a 19% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized. (3) The Company acquired the remaining 80% interest in an operating property from an unconsolidated joint venture in which the Company had a 20% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $0.5 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other. (4) The acquisition of this property included the issuance of $5.2 million of redeemable units, which are redeemable at the option of the holder after one year and earn a yield of 6% per annum, which is included in the purchase price above in Other. In connection with this transaction, the Company provided the sellers a $5.2 million loan at a rate of 6.5%, which is secured by the redeemable units. (5) This property was acquired from a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized. (6) The Company acquired the remaining interest in a portfolio of office properties from a preferred equity investment in which the Company held a noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a change in control loss of $9.6 million from the fair value adjustment associated with the Company’s original ownership, which is reflected in the purchase price above in Other. The debt assumed in connection with this transaction of $43.3 million was repaid in April 2013 and the properties within the portfolio were later sold during October and November 2013. (7) The Company acquired an additional 49% interest in this operating property from an unconsolidated joint venture in which the Company had a 50% noncontrolling interest. As such the Company now consolidates this investment. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $8.2 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During the year ended December 31, 2012, the Company acquired the following properties, in separate transactions (in thousands):

				Purchase Price
Property Name	Location	Month Acquired		Cash				Debt Assumed				Total				GLA*
Woodbridge S.C.	Sugarland, TX	Jan-12		$	9,000			$	-			$	9,000				97
Bell Camino Center	Sun City, AZ	Jan-12			4,185				4,210				8,395				63
31 parcels (2)	Various	Jan-12			30,753				-				30,753				83
1 parcel (3)	Duncan, SC	Jan-12			1,048				-				1,048				3
Olympia West Outparcel	Olympia, WA	Feb-12			1,200				-				1,200				6
Frontier Village (1)	Lake Stevens, WA	Mar-12			12,231				30,900				43,131				195
Silverdale S.C. (1)	Silverdale, WA	Mar-12			8,335				24,000				32,335				170
30 parcels (2)	Various	Mar-12			39,493				-				39,493				107
1 parcel (3)	Peru, IL	Mar-12			995				-				995				4
Towson Place (4)	Towson, MD	Apr-12			69,375				57,625				127,000				680
Prien Lake Outparcel	Lake Charles, LA	May-12			1,800				-				1,800				8
Devon Village	Devon, PA	Jun-12			28,550				-				28,550				79
4 Properties	Various, NC	Jun-12			63,750				-				63,750				368
Lake Jackson (5)	Lake Jackson, TX	Jul-12			5,500				-				5,500				35
Woodlawn S.C.	Charlotte, NC	Jul-12			7,050				-				7,050				137
Columbia Crossing - 2 Outparcels	Columbia, MD	Jul-12			11,060				-				11,060				69
Pompano Beach (6)	Pompano Beach, FL	Jul-12			12,180				-				12,180				81
6 Parcels (2)	Various	Jul-12			8,111				-				8,111				19
Wilton S.C.	Wilton, CT	Aug-12			18,800				20,900				39,700				96
Hawthorne Hills S. C.	Vernon Hills, IL	Aug-12			15,974				21,563				37,537				193
Greeley Shopping Center (7)	Greeley, CO	Oct-12			23,250				-				23,250				139
Savi Ranch Center Phase II	Yorba Linda, CA	Oct-12			34,500				-				34,500				161
Wild Lake Plaza Outparcel	Columbia, MD	Nov-12			300				-				300				75
City Heights Retail Village	San Francisco, CA	Nov-12			15,600				20,000				35,600				109
Snowden Square (8)	Columbia, MD	Dec-12			6,182				-				6,182				50
“Key Food” Portfolio (5 properties)	Various, NY	Dec-12			26,058				-				26,058				59
		Total		$	455,280			$	179,198			$	634,478				3,086

• Gross leasable area ("GLA")

	(1) These properties were acquired from a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as such recognized an aggregate gain of $2.0 million from the fair value adjustment associated with its original ownership due to a change in control.
	(2) Acquired an aggregate of 67 parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 99.1% controlling interest. During July 2012, the Company purchased the remaining 0.9% interest for $0.7 million.
	(3) Acquired an aggregate of two parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 92.0% controlling interest. During July 2012, the Company sold 4% of its interest for $0.1 million. The Company continues to have a controlling interest in the joint venture and therefore continues to consolidate this investment.
	(4) This property was acquired from a joint venture in which the Company had a 30% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $12.1 million from the fair value adjustment associated with its original ownership due to a change in control. In addition, the Company recognized promote income of $1.1 million in connection with this transaction. The promote income is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income. Additionally, the debt assumed in connection with this transaction of $57.6 million was repaid in May 2012. (5) The Company acquired this property from a preferred equity investment in which the Company held a noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized. (6) This property was acquired from a joint venture in which the Company had a 50% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized. (7) This property was acquired from a joint venture in which the Company has an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $0.4 million from the fair value adjustment associated with its original ownership due to a change in control. (8) This property was acquired from a joint venture in which the Company has a 50% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $1.0 million from the fair value adjustment associated with its original ownership due to a change in control.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The aggregate purchase price of the above 2013 and 2012 property acquisitions have been allocated as follows (in thousands):

		2013				2012
Land		$	198,263			$	196,219
Buildings			368,478				319,955
Below Market Rents			(25,298	)			(40,375	)
Above Market Rents			15,758				14,977
In-Place Leases			35,262				31,248
Building Improvements			115,110				99,092
Tenant Improvements			22,196				19,327
Mortgage Fair Value Adjustment			(5,794	)			(5,965	)
Other Assets			894				-
Other Liabilities			(401	)			-
		$	724,468			$	634,478

Additionally, during the years ended December 31, 2013 and 2012, the Company acquired the remaining interest in four and six previously consolidated joint ventures for $9.4 million and $12.0 million, respectively. The Company continues to consolidate these entities as there was no change in control from these transactions. The purchase of the remaining interests resulted in an aggregate decrease in noncontrolling interest of $0.4 million and $10.4 million for the years ended December 31, 2013 and 2012, respectively and an aggregate decrease of $8.2 million and $0.3 million, after income taxes, to the Company’s Paid-in capital, during 2013 and 2012, respectively.

Ground-Up Development -

The Company is engaged in ground-up development projects, which will be held as long-term investments by the Company. As of December 31, 2013, the Company had in progress a total of three ground-up development projects, consisting of two located in the U.S. and one located in Peru.

FNC Realty Corporation –

During 2012, the Company acquired an additional 13.62% interest in FNC Realty Corporation (“FNC”) for $15.3 million, which increased the Company’s total ownership interest to 82.7%. During 2013, the Company acquired the remaining ownership interest in FNC of 17.3% for $20.3 million. As a result of this transaction the Company now owns 100% of FNC. The Company had previously and continues to consolidate FNC. Since there was no change in control from these transactions, the purchase of the additional interests resulted in a decrease in noncontrolling interest during 2013 and 2012 of $19.7 million and $15.4 million, respectively, and a decrease of $0.7 million during 2013 and an increase of $0.1 million during 2012 to the Company’s Paid-in capital.

4. Dispositions of Real Estate:

Operating Real Estate –

During 2013, the Company disposed of 36 operating properties and three out-parcels in separate transactions, for an aggregate sales price of $279.5 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $25.4 million and impairment charges of $61.9 million, before income taxes.

Additionally, during 2013, the Company sold eight properties in its Latin American portfolio for an aggregate sales price of $115.4 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $23.3 million, before income taxes, and aggregate impairment charges of $26.9 million (including the release of the cumulative foreign currency translation loss of $7.8 million associated with the sale of the Company’s interest in two properties within Brazil, which represents a full liquidation of the Company’s investment in Brazil), before income taxes and noncontrolling interests.

During 2012, the Company disposed of 62 operating properties and two outparcels, in separate transactions, for an aggregate sales price of $418.9 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate pre-tax gain of $85.9 million and aggregate impairment charges of $22.5 million, before income taxes. The Company provided seller financing in connection with the sale of one of the operating properties for $4.2 million, which bore interest at a rate of 6.0% and matured in November 2013. The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition were met.

During 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in which the Company has a 20% noncontrolling interest for a sales price of $55.5 million. This transaction resulted in a pre-tax gain of $10.0 million, of which the Company deferred $2.0 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During 2011, the Company disposed of 27 operating properties, one development property and one outparcel, in separate transactions, for an aggregate sales price of $124.9 million. These transactions, which are included in Discontinued operations in the Company’s Consolidated Statements of Income, resulted in an aggregate gain of $17.3 million and aggregate impairment charges of $16.9 million, before an income tax benefit and noncontrolling interest. The Company provided seller financing aggregating $11.9 million on three of these transactions which bear interest at rates ranging from 5.50% to 8.00% per annum and have maturities ranging from one to seven years. The Company evaluated these transactions pursuant to the FASB’s real estate sales guidance to determine sale and gain recognition.

Also, during 2011, a consolidated joint venture in which the Company had a preferred equity investment disposed of a property for a sales price of $6.1 million. As a result of this capital transaction, the Company received $1.4 million of profit participation, before noncontrolling interest of $0.1 million. This profit participation has been recorded as Income from other real estate investments and is reflected in Income from discontinued operating properties in the Company’s Consolidated Statements of Income.

During 2011, the Company transferred an operating property for a sales price of $23.9 million to a newly formed unconsolidated joint venture in which the Company has a noncontrolling interest. This transaction resulted in a gain of $0.4 million, of which the Company deferred $0.1 million due to its continued involvement. This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income.

Land Sales –

During 2013, the Company sold nine land parcels for an aggregate sales price of $18.2 million in separate transactions. These transactions resulted in an aggregate gain of $11.5 million, before income taxes expense and noncontrolling interest. The gains from these transactions are recorded as other income, which is included in Other expense, net, in the Company’s Consolidated Statements of Income.

During 2012, the Company disposed of two land parcels and two outparcels for an aggregate sales price of $4.1 million and recognized an aggregate gain of $2.0 million related to these transactions. These gains are recorded as other income, which is included in Other expense, net, in the Company’s Consolidated Statements of Income. The Company provided seller financing in connection with the sale of one of the land parcels for $1.8 million, which bore interest at a rate of 6.5% for the first six months and 7.5% for the remaining term and matured in March 2013. The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition were met.

Also, during 2012, the Company sold a land parcel in San Juan del Rio, Mexico for a sales price of 24.3 million Mexican Pesos (“MXN”) (USD $1.9 million). The Company recognized a gain of MXN 5.7 million (USD $0.4 million) on this transaction. The gain from this transaction is recorded as other income, which is included in Other expense, net, in the Company’s Consolidated Statements of Income.

Ground-up Development –

During 2011, the Company transferred a merchant building property for a sales price of $37.6 million to a newly formed unconsolidated joint venture in which the Company has a noncontrolling interest. This transaction resulted in an aggregate gain of $14.2 million, before income tax expense, of which the Company deferred $2.1 million due to its continued involvement.

5. Discontinued Operations and Assets Held-for-Sale:

The Company reports as discontinued operations assets held-for-sale as of the end of the current period and assets sold during the period. All results of these discontinued operations are included in a separate component of income on the Consolidated Statements of Income under the caption Discontinued operations. This has resulted in certain reclassifications of 2013, 2012 and 2011 financial statement amounts.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The components of Income from discontinued operations for each of the three years in the period ended December 31, 2013, are shown below. These include the results of Income through the date of each respective sale for properties sold during 2013, 2012 and 2011, and the operations for the applicable periods for those assets classified as held-for-sale as of December 31, 2013 (in thousands):

		2013				2012				2011
Discontinued operations:
Revenues from rental property		$	44,168			$	76,442			$	113,508
Rental property expenses			(14,861	)			(26,203	)			(40,054	)
Depreciation and amortization			(10,318	)			(25,820	)			(32,878	)
Provision for doubtful accounts			(847	)			(2,243	)			(2,904	)
Interest income/(expense)			300				(2,882	)			(3,672	)
Income from other real estate investments			-				13				1,703
Other expense, net			(449	)			(922	)			(351	)
Income from discontinued operating properties, before income taxes			17,993				18,385				35,352
Impairment of property carrying value, before income taxes			(98,815	)			(49,280	)			(19,698	)
Gain on disposition of operating properties, before income taxes			48,731				85,894				17,327
Benefit for income taxes			10,329				10,904				7,585
(Loss)/income from discontinued operating properties			(21,762	)			65,903				40,566
Net loss/(income) attributable to noncontrolling interests			8,301				(3,133	)			(2,799	)
(Loss)/income from discontinued operations attributable to the Company		$	(13,461	)		$	62,770			$	37,767

During 2013, the Company classified as held-for-sale 19 operating properties, comprising 1.9 million square feet of GLA. The aggregate book value of these properties was $178.4 million, net of accumulated depreciation of $19.2 million. The Company recognized impairment charges of $25.2 million, after income taxes, on eight of these properties. The book value of the other properties did not exceed their estimated fair value, less costs to sell, and as such no impairment charges were recognized. The Company’s determination of the fair value of these properties, aggregating $158.6 million, was based upon executed contracts of sale with third parties (see Footnote 15). In addition, the Company completed the sale of 15 held-for-sale operating properties during the year ended December 31, 2013, one of which was classified as held-for-sale during 2012 (these dispositions are included in Footnote 4 above). At December 31, 2013, the Company had five remaining operating properties classified as held-for-sale at a carrying amount of $70.3 million, net of accumulated depreciation of $8.1 million, which are included in Other assets on the Company’s Consolidated Balance Sheets.

During 2012, the Company classified as held-for-sale 18 operating properties, comprising 2.1 million square feet of GLA. The book value of these properties was $73.2 million, net of accumulated depreciation of $57.2 million. The Company recognized impairment charges of $4.2 million on three of these properties. The book value of the other properties did not exceed their estimated fair value, less costs to sell, and as such no impairment charges were recognized. The Company’s determination of the fair value of these properties, aggregating $102.0 million, was based upon executed contracts of sale with third parties (see Footnote 15). In addition, the Company completed the sale of 19 operating properties during the year ended December 31, 2012, of which two were classified as held-for-sale during 2011 (these dispositions are included in Footnote 4 above). At December 31, 2012, the Company had one operating property classified as held-for-sale at a carrying amount of $3.4 million, net of accumulated depreciation of $6.8 million, which is included in Other assets on the Company’s Consolidated Balance Sheets.

During 2011, the Company classified as held-for-sale seven operating properties comprising 0.2 million square feet of GLA. The book value of each of these properties aggregated $10.0 million, net of accumulated depreciation of $7.3 million. The individual book values of the seven operating properties did not exceed each of their estimated fair values less costs to sell; as such no impairments were recognized. The Company’s determination of the fair value of these properties and land parcel, aggregating $19.7 million, was based upon executed contracts of sale with third parties. The Company completed the sale of five of these operating properties during the year ended December 31, 2011 (these dispositions are included in Footnote 4 above).

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

6. Impairments:

Management assesses on a continuous basis whether there are any indicators, including property operating performance and general market conditions, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.

The Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions and/or the property hold period caused the Company to recognize impairment charges for the years ended December 31, 2013, 2012 and 2011 as follows (in millions):

		2013				2012				2011
Impairment of property carrying values * (1)(2)(5)(6)		$	76.7			$	7.6			$	3.1
Investments in other real estate investments* (3)(7)(8)			2.9				2.7				3.3
Marketable securities and other investments* (4)			10.7				-				1.6
Investments in real estate joint ventures* (9)			1.1				-				5.1
Total Impairment charges included in operating expenses			91.4				10.3				13.1
Impairment of property carrying values included in discontinued operations **			98.8				49.3				19.7
Total gross impairment charges			190.2				59.6				32.8
Noncontrolling interests			(10.6	)			(0.4	)			0.7
Income tax benefit			(22.4	)			(10.6	)			(4.5	)
Total net impairment charges		$	157.2			$	48.6			$	29.0

• See Footnote 15 for additional disclosure on fair value.

**See Footnotes 4 & 5 above for additional disclosure.

(1) During 2013, the Company was in advanced negotiations to sell several operating properties within its Mexico portfolio. Based upon the allocation of the estimated selling prices, the Company determined that the estimated fair values of certain of the properties were below their respective current carrying value. As such, the Company recorded impairment charges of $58.2 million relating to these assets. This amount is subject to change based upon finalization of contract terms, closing costs, additional cash amounts received as earn outs and fluctuations in the Mexican Peso exchange rate (see Footnote 22).

(2) During 2013, the Company recorded $18.5 million, before an income tax benefit of $6.4 million and noncontrolling interests of $1.0 million, in impairment charges primarily related to two land parcels and four operating properties based upon purchase prices or purchase price offers.

(3) Based upon a review of the debt maturity status and the likelihood of foreclosure of the underlying property within one of the Company’s preferred equity investments, the Company believes it will not recover its investment and as such recorded a full impairment of $2.6 million, before an income tax benefit of $1.1 million, on its investment during 2013.

(4) During 2013, the Company reviewed the underlying cause of the decline in value of a cost method investment, as well as the severity and the duration of the decline and determined that the decline was other-than-temporary. Impairment charges were recognized based upon the calculation of an estimated fair value of $4.7 million using a discounted cash flow model.

(5) During 2012, the Company recognized an aggregate impairment charge of $7.6 million, before income tax benefit of $2.9 million, relating to its investment in four land parcels. The estimated aggregate fair value of these properties was based upon purchase price offers.

(6) During 2011, the Company recognized an aggregate impairment charge of $3.1 million, before income tax benefit of $1.1 million, relating to a portion of an operating property and four land parcels. The estimated aggregate fair value of these properties was based upon purchase price offers.

(7) Based upon a review of the debt maturity status and the likelihood of foreclosure of the underlying property within one of the Company’s preferred equity net leased investment, the Company believed it would not recover its investment and as such recorded a full impairment of $2.7 million on its investment during 2012.

(8) During 2011, two properties within two of the Company’s preferred equity investments were in default of their respective mortgages and received foreclosure notices from the respective mortgage lenders. As such, the Company recognized full impairment charges on both of the investments aggregating $2.2 million.

(9) During 2011, the Company exited its investment in a redevelopment joint venture property in Harlem, NY. As a result, the Company recognized an-other-than-temporary impairment charge of approximately $3.1 million representing the Company’s entire investment balance. Additionally, during 2011, the Company recorded an other-than-temporary impairment of $2.0 million, before income tax benefit, against the carrying value of an investment in which the Company held a 13.4% noncontrolling ownership interest. The Company determined the fair value of its investment based on the estimated sales price of the property in the joint venture.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

In addition to the impairment charges above, the Company recognized pretax impairment charges during 2013, 2012 and 2011 of $29.5 million, $11.1 million, and $14.1 million, respectively, relating to certain properties held by various unconsolidated joint ventures in which the Company holds noncontrolling interests. These impairment charges are included in Equity in income of joint ventures, net in the Company’s Consolidated Statements of Income (see Footnote 7).

The Company will continue to assess the value of its assets on an on-going basis. Based on these assessments, the Company may determine that one or more of its assets may be impaired due to a decline in value and would therefore write-down its cost basis accordingly.

7. Investment and Advances in Real Estate Joint Ventures:

The Company and its subsidiaries have investments in and advances to various real estate joint ventures. These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting. The table below presents joint venture investments for which the Company held an ownership interest at December 31, 2013 and 2012 (in millions, except number of properties):

		As of December 31, 2013																				As of December 31, 2012
Venture		Average Ownership Interest				Number of Properties				GLA				Gross Real Estate				The Company's Investment				Average Ownership Interest				Number of Properties				GLA				Gross Real Estate				The Company's Investment
Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2) (11)			15.0%				60				10.6			$	2,724.0			$	179.7				15.0%				61				10.7			$	2,744.9			$	170.1
Kimco Income Opportunity Portfolio (“KIR”) (2) (7) (15)			48.6%				57				12.0				1,496.0				163.6				45.0%				58				12.4				1,543.2				140.3
UBS Programs (“UBS”) (2) (8) (14)*			-				-				-				-				1.1				17.9%				40				5.7				1,260.1				58.4
Kimstone (2) (14)			33.3%				39				5.6				1,095.3				100.3				-				-				-				-				-
BIG Shopping Centers (2) (10)*			37.9%				21				3.4				520.1				29.5				37.7%				22				3.6				547.7				31.3
The Canada Pension Plan Investment Board (“CPP”) (2)			55.0%				6				2.4				437.4				144.8				55.0%				6				2.4				436.1				149.5
Kimco Income Fund (2)(6)			39.5%				12				1.5				288.7				50.6				15.2%				12				1.5				287.0				12.3
SEB Immobilien (2)			15.0%				13				1.8				361.9				0.9				15.0%				13				1.8				361.2				1.5
Other Institutional Programs (2) (9)		Various					56				2.1				385.3				16.8			Various					58				2.6				499.2				21.3
RioCan			50.0%				45				9.3				1,314.3				156.3				50.0%				45				9.3				1,379.3				111.0
Intown (3)			-				-				-				-				-				-				138			N/A					841.0				86.9
Latin America (13) (16)		Various					28				3.7				313.2				156.7			Various					131				18.0				1,198.1				334.2
Other Joint Venture Programs (4) (5) (12)		Various					75				11.5				1,548.9				256.7			Various					87				13.2				1,846.7				311.4
Total							412				63.9			$	10,485.1			$	1,257.0								671				81.2			$	12,944.5			$	1,428.2

• Ownership % is a blended rate

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The table below presents the Company’s share of net income/(loss) for these investments which is included in the Company’s Consolidated Statements of Income under Equity in income of joint ventures, net for the years ended December 31, 2013, 2012 and 2011 (in millions):

		Year ended December 31,
		2013				2012				2011
KimPru and KimPru II (11) (21) (22) (23)		$	9.1			$	7.4			$	(1.6	)
KIR (15) (24)			25.3				23.4				17.3
UBS Programs (14) (25)			1.8				0.5				(0.8	)
Kimstone (14)			3.6				-				-
BIG Shopping Centers (10) (26)			3.0				(3.7	)			(2.9	)
CPP			5.8				5.3				5.2
Kimco Income Fund			3.3				1.7				1.0
SEB Immobilien			1.1				0.7				-
Other Institutional Programs (19) (27)			1.4				5.0				5.0
RioCan (20)			27.6				30.4				19.7
Intown			1.4				4.0				(1.9	)
Latin America (13) (16) (17)			103.1				15.8				12.5
Other Joint Venture Programs (12) (18) (28) (29)			22.2				22.4				10.0
Total		$	208.7			$	112.9			$	63.5

	(1)	This venture represents four separate joint ventures, with four separate accounts managed by Prudential Real Estate Investors (“PREI”), three of these ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II.
	(2)	The Company manages these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees.
	(3)	The Company’s share of this investment was subject to fluctuation and dependent upon property cash flows. During June 2013, the Intown portfolio was sold for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company maintains its guarantee on a portion of the debt ($139.7 million as of December 31, 2013) assumed by the buyer. The guarantee is collateralized by the buyer’s ownership interest in the portfolio. The Company is entitled to a guarantee fee, for the initial term of the loan, which is scheduled to mature in December 2015. The guarantee fee is calculated based upon the difference between LIBOR plus 1.15% and 5.0% per annum multiplied by the outstanding amount of the loan. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender, loans from a new lender or financing directly from the Company to the buyer. Due to this continued involvement, the Company deferred its gain until such time that the guarantee and commitment expire.
	(4)	During the year ended December 31, 2013, the Company amended one of its Canadian preferred equity investment agreements to restructure the investment as a pari passu joint venture in which the Company holds a noncontrolling interest. As a result of this transaction, the Company continues to account for its investment in this joint venture under the equity method of accounting and includes this investment in Investments and advances to real estate joint ventures within the Company’s Consolidated Balance Sheets.
	(5)	During the year ended December 31, 2013, two joint ventures in which the Company held noncontrolling interests sold two operating properties to the Company, in separate transactions, for an aggregate sales price of $228.8 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance. As such, the Company recognized an aggregate gain of $30.9 million, before income tax, from the fair value adjustment associated with its original ownership due to a change in control and now consolidates these operating properties.
	(6)	During the year ended December 31, 2013, the Company purchased an additional 24.24% interest in Kimco Income Fund for $38.3 million.
	(7)	During the year ended December 31, 2013, the Company purchased an additional 3.57% interest in KIR for $48.4 million.
	(8)	During the year ended December 31, 2013, UBS sold an operating property to the Company for a sales price of $32.7 million, which was equal to the remaining debt balance. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. As such the Company recognized no gain or loss from a change in control and now consolidates this operating property.
	(9)	During the year ended December 31, 2013, a joint venture in which the Company held a noncontrolling interest sold an operating property to the Company for a sales price of $14.2 million. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. As such the Company recognized a gain of $0.5 million from the fair value adjustment associated with the Company’s original ownership due to a change in control and now consolidates this operating property.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

	(10)	During the year ended December 31, 2013, BIG recognized a gain on early extinguishment of debt of $13.7 million related to a property that was foreclosed on by a third party lender. The Company’s share of this gain was $2.4 million.
	(11)	During the year ended December 31, 2013, the Company purchased the remaining interest in an operating property for a purchase price of $15.8 million. As a result of this transaction, KimPru recognized an impairment charge of $4.0 million, of which the Company’s share was $0.6 million.
	(12)	During the year ended December 31, 2013, joint ventures in which the Company has noncontrolling interests sold six operating properties, in separate transactions, for an aggregate sales price of $132.1 million. In connection with these transactions, the Company recognized its share of the aggregate gains of $6.1 million and aggregate impairment charges of $1.5 million.
	(13)	During the year ended December 31, 2013, joint ventures in which the Company held noncontrolling interests sold 20 operating properties located throughout Mexico and Chile for $341.9 million. These transactions resulted in an aggregate net gain to the Company of $22.9 million, after tax, which represents the Company's share.
	(14)	During June 2013, the Company increased its ownership interest in the UBS Programs to 33.3% and simultaneously UBS transferred its remaining 66.7% ownership interest in the UBS Programs to affiliates of Blackstone Real Estate Partners VII (“Blackstone”). Both of these transactions were based on a gross purchase price of $1.1 billion. Upon completion of these transactions, Blackstone and the Company entered into a new joint venture (Kimstone) in which the Company owns a 33.3% noncontrolling interest.
	(15)	During the year ended December 31, 2013, KIR sold an operating property in Cincinnati, OH for a sales price of $30.0 million and recognized a gain of $6.1 million. The Company’s share of this gain was $3.0 million.
	(16)	During the year ended December 31, 2013, the Company and its joint venture partner sold their noncontrolling ownership interest in a joint venture which held interests in 84 operating properties located throughout Mexico for $603.5 million (including debt of $301.2 million). The Company's share of the net gain of $78.2 million, before income taxes of $25.1 million.
	(17)	The Company is currently in advanced negotiations to sell 10 operating properties located throughout Mexico, which are held in unconsolidated joint ventures in which the Company holds noncontrolling interests. Based upon the allocation of the selling price, the Company has recorded its share of impairment charges of $9.4 million on six of these properties.
	(18)	During the year ended December 31, 2012, two joint ventures in which the Company holds noncontrolling interests sold two properties, in separate transactions, for an aggregate sales price of $118.0 million. The Company’s share of the aggregate gain related to these transactions was $8.3 million.
	(19)	During the year ended December 31, 2012, a joint venture in which the Company holds a noncontrolling interest sold two encumbered operating properties to the Company for an aggregate sales price of $75.5 million. As a result of this transaction, the Company recognized promote income of $2.6 million. Additionally, another joint venture in which the Company holds a noncontrolling interest sold an operating property to the Company for a sales price of $127.0 million. As a result of this transaction, the Company recognized promote income of $1.1 million.
	(20)	During the year ended December 31, 2012, the Company recognized income of $7.5 million, before taxes of $1.5 million, from the sale of certain air rights at one of the properties in the RioCan portfolio.
	(21)	KimPru recognized impairment charges of $6.5 million related to the sale of two properties and $53.6 million related to the potential foreclosure of two properties during the years ended December 31, 2012 and 2011, respectively. The Company had previously taken other-than-temporary impairment charges on its investment in KimPru and had allocated these impairment charges to the underlying assets of the KimPru joint ventures including a portion to these operating properties. As such, the Company’s share of these impairment charges for the years ended December 31, 2012 and 2011 were $0.8 million and $6.0 million, respectively.
	(22)	During 2011, a third party mortgage lender foreclosed on an operating property for which KimPru had previously taken an impairment charge during 2010. As a result of the foreclosure during 2011, KimPru recognized an aggregate gain on early extinguishment of debt of $29.6 million. The Company’s share of this gain was $4.4 million, before income taxes.
	(23)	KimPru II recognized impairment charges of $7.3 million for the year ended December 31, 2011, related to the foreclosure of one operating property. The Company had previously taken other-than-temporary impairment charges on its investment in KimPru II and had allocated these impairment charges to the underlying assets of the KimPru II joint ventures including a portion to this operating property. As such, the Company’s share of this impairment charge for the year ended December 31, 2011 was $1.0 million.
	(24)	KIR recognized an impairment charge of $4.6 million related to the sale of one operating property for the year ended December 31, 2011. The Company’s share of this impairment charge was $2.1 million for the year ended December 31, 2011.
	(25)	The UBS Program recognized impairment charges of $13.0 million related to the sale of two properties and $9.7 million related to the sale of one property, during the years ended December 31, 2012 and 2011, respectively. The Company’s share of these impairment charges for the years ended December 31, 2012 and 2011 were $2.2 million and $1.9 million, respectively. Additionally, during the year ended December 31, 2011, the UBS Program recognized an impairment charge of $5.0 million relating to a property that was anticipated to be foreclosed on by the third party lender in 2012. The Company’s share of this impairment charge was $0.8 million. A deed in lieu of foreclosure was given to the third party lender in 2012.
	(26)	During the year ended December 31, 2012, BIG recognized an impairment charge of $9.0 million on a property that was foreclosed upon in 2013. The Company’s share of this impairment charge was $0.9 million.
	(27)	During the year ended December 31, 2012, two joint ventures in which the Company has a noncontrolling interest recognized aggregate impairment charges of $6.5 million related to the sale of four operating properties. The Company’s share of these impairment charges was $0.8 million.
	(28)	During the year ended December 31, 2012, three joint ventures in which the Company has noncontrolling interests recognized aggregate impairment charges of $12.8 million related to the sale of one operating property, the pending sale of one property and the potential foreclosure of another property. The Company’s share of these impairment charges was $6.4 million.
	(29)	During the year ended December 31, 2011, the Company sold its interest in a Canadian hotel portfolio to its partner, for Canadian Dollars (“CAD”) $2.5 million (USD $2.4 million). As a result, the Company recorded its share of an impairment charge of USD $5.2 million, before income taxes.

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, 2013 and 2012 (dollars in millions):

		As of December 31, 2013												As of December 31, 2012
Venture		Mortgages and Notes Payable				Average Interest Rate				Average Remaining Term (months)**				Mortgages and Notes Payable				Average Interest Rate				Average Remaining Term (months)**
KimPru and KimPru II		$	923.4				5.53%				35.0			$	1,010.2				5.54%				44.5
KIR			889.1				5.05%				75.1				914.6				5.22%				78.6
UBS Programs			-				-				-				691.9				5.40%				39.1
Kimstone			749.9				4.62%				39.3				-				-				-
BIG Shopping Centers			406.5				5.39%				40.1				443.8				5.52%				45.5
CPP			138.6				5.23%				19.0				141.5				5.19%				31.0
Kimco Income Fund			158.0				5.45%				8.7				161.4				5.45%				20.7
SEB Immobilien			243.8				5.11%				43.3				243.8				5.11%				55.3
RioCan			743.7				4.59%				48.0				923.2				5.16%				41.2
Intown			-				-				-				614.4				4.46%				46.1
Other Institutional Programs			272.9				5.32%				31.0				310.5				5.24%				39.0
Other Joint Venture Programs			1,063.1				5.53%				60.6				1,612.2				5.70%				57.8
Total		$	5,589.0											$	7,067.5

** Average remaining term includes extensions

KIR -

The Company holds a 48.6% noncontrolling limited partnership interest in KIR and has a master management agreement whereby the Company performs services for fees relating to the management, operation, supervision and maintenance of the joint venture properties.

The Company’s equity in income from KIR for the year ended December 31, 2013 and 2012, exceeded 10% of the Company’s income from continuing operations before income taxes; as such the Company is providing summarized financial information for KIR as follows (in millions):

		December 31,
		2013				2012
Assets:
Real estate, net		$	1,064.2			$	1,134.2
Other assets			81.9				87.7
		$	1,146.1			$	1,221.9
Liabilities and Members’ Capital:
Mortgages payable		$	889.1			$	914.6
Other liabilities			21.8				26.8
Members’ capital			235.2				280.5
		$	1,146.1			$	1,221.9

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

		Year Ended December 31,
		2013				2012				2011
Revenues from rental property		$	198.2			$	191.8			$	190.0
Operating expenses			(54.2	)			(51.3	)			(52.5	)
Interest expense			(47.8	)			(54.0	)			(58.8	)
Depreciation and amortization			(39.1	)			(39.2	)			(36.8	)
Impairment charges			-				-				(0.3	)
Other expense, net			(0.6	)			(1.3	)			(2.6	)
			(141.7	)			(145.8	)			(151.0	)
Income from continuing operations			56.5				46.0				39.0
Discontinued Operations:
Income from discontinued operations			1.5				2.3				(0.1	)
Impairment on dispositions of properties			(9.8	)			(0.1	)			(4.8	)
Gain on dispositions of properties			6.1				-				-
Net income		$	54.3			$	48.2			$	34.1

RioCan Investments -

During October 2001, the Company formed three joint ventures (collectively, the "RioCan Ventures") with RioCan Real Estate Investment Trust ("RioCan"), in which the Company has 50% noncontrolling interests, to acquire retail properties and development projects in Canada. The acquisition and development projects are to be sourced and managed by RioCan and are subject to review and approval by a joint oversight committee consisting of RioCan management and the Company’s management personnel. Capital contributions will only be required as suitable opportunities arise and are agreed to by the Company and RioCan.

The Company’s equity in income from the Riocan Ventures for the year ended December 31, 2012, exceeded 10% of the Company’s income from continuing operations, as such the Company is providing summarized financial information for the RioCan Ventures as follows (in millions):

		December 31,
		2013				2012
Assets:
Real estate, net		$	1,106.2			$	1,189.9
Other assets			43.8				43.7
		$	1,150.0			$	1,233.6
Liabilities and Members' Capital:
Mortgages payable		$	743.7			$	923.2
Other liabilities			13.0				18.1
Members' capital			393.3				292.3
		$	1,150.0			$	1,233.6

		Year ended December 31,
		2013				2012				2011
Revenues from rental properties		$	209.9			$	213.3			$	209.2
Operating expenses			(76.9	)			(78.1	)			(73.0	)
Interest expense			(40.1	)			(51.9	)			(57.5	)
Depreciation and amortization			(36.0	)			(37.3	)			(36.8	)
Other (expense)/income, net			(1.8	)			14.7				(0.2	)
			(154.8	)			(152.6	)			(167.5	)
Net income		$	55.1			$	60.7			$	41.7

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Summarized financial information for the Company’s investment and advances in real estate joint ventures (excluding KIR and the RioCan Ventures, which are presented above) is as follows (in millions):

		December 31,
		2013				2012
Assets:
Real estate, net		$	6,601.8			$	8,523.3
Other assets			390.1				507.7
		$	6,991.9			$	9,031.0
Liabilities and Partners’/Members’ Capital:
Notes payable		$	-			$	148.0
Mortgages payable			3,956.2				5,056.5
Construction loans			-				25.1
Other liabilities			102.0				188.5
Noncontrolling interests		19.2				19.1
Partners’/Members’ capital			2,914.5				3,593.8
		$	6,991.9			$	9,031.0

		Year Ended December 31,
		2013				2012				2011
Revenues from rental property		$	935.1			$	1,066.8			$	1,109.3
Operating expenses			(297.6	)			(348.1	)			(388.8	)
Interest expense			(253.6	)			(306.9	)			(329.4	)
Depreciation and amortization			(242.0	)			(277.6	)			(322.6	)
Impairment charges			(32.3	)			(25.9	)			(13.5	)
Other (expense)/income, net			(14.5	)			(11.3	)			7.4
			(840.0	)			(969.8	)			(1046.9	)
Income from continuing operations			95.1				97.0				62.4
Discontinued Operations:
Income/(loss) from discontinued operations			12.1				(4.0	)			30.6
Impairment on dispositions of properties			(5.0	)			(21.1	)			(75.7	)
Gain/(loss) on dispositions of properties			223.4				94.5				(0.1	)
Net income		$	325.6			$	166.4			$	17.2

Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling $41.5 million and $21.3 million at December 31, 2013 and 2012, respectively. The Company and its subsidiaries have varying equity interests in these real estate joint ventures, which may differ from their proportionate share of net income or loss recognized in accordance with GAAP.

The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. Generally, such investments contain operating properties and the Company has determined these entities do not contain the characteristics of a VIE. As of December 31, 2013 and 2012, the Company’s carrying value in these investments is $1.3 billion.

8. Other Real Estate Investments:

Preferred Equity Capital –

The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity program. As of December 31, 2013, the Company’s net investment under the Preferred Equity program was $236.9 million relating to 483 properties, including 392 net leased properties. For the year ended December 31, 2013, the Company earned $43.0 million from its preferred equity investments, including $20.8 million in profit participation earned from 16 capital transactions. For the year ended December 31, 2012, the Company’s net investment under the Preferred Equity program was $287.8 million relating to 504 properties, including 397 net leased properties. For the year ended December 31, 2012, the Company earned $43.1 million from its preferred equity investments, including $17.6 million in profit participation earned from 21 capital transactions.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During 2013, the Company amended one of its Canadian preferred equity agreements to restructure its investment, into a pari passu joint venture investment in which the Company holds a noncontrolling interest. As a result of the amendment, the Company continues to account for this investment under the equity method of accounting and from the date of the amendment will include this investment in Investments and advances to real estate joint ventures within the Company’s Consolidated Balance Sheets.

During 2013, a preferred equity investment in a portfolio of properties was acquired by the Company. As a result of this transaction, the Company now consolidates this investment. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a change in control loss of $9.6 million, from the fair value adjustment associated with the Company’s original ownership. The Company’s estimated fair value relating to the change in control loss was based upon a discounted cash flow model that included all estimated cash inflows and outflows over a specified holding period. The capitalization rate, and discount rate utilized in this model were based upon rates that the Company believes to be within a reasonable range of current market rates.

During 2012, the Company amended one of its preferred equity agreements to restructure its investment, into a pari passu joint venture investment in which the Company holds a noncontrolling interest. The Company will continue to account for this investment under the equity method of accounting and from the date of the amendment will include this investment in Investments and advances in real estate joint ventures within the Company’s Consolidated Balance Sheets.

Included in the capital transactions described above for the year ended December 31, 2012, is the sale of three preferred equity investments in which the Company had a $0 investment and recognized promote income of $10.0 million. In connection with this transaction, the Company provided seller financing for $7.5 million, which bore interest at a rate of 7.0% and was paid off in October 2013. The Company evaluated this transaction pursuant to the FASB’s real estate sales guidance and concluded that the criteria for sale recognition was met.

During 2007, the Company invested $81.7 million of preferred equity capital in an entity which was comprised of 403 net leased properties (“Net Leased Portfolio”) which consisted of 30 master leased pools with each pool leased to individual corporate operators. Each master leased pool is accounted for as a direct financing lease. These properties consist of a diverse array of free-standing restaurants, fast food restaurants, convenience and auto parts stores. As of December 31, 2013, the remaining 392 properties were encumbered by third party loans aggregating $336.0 million with interest rates ranging from 5.08% to 10.47% with a weighted-average interest rate of 9.2% and maturities ranging from one to nine years. The Company recognized $13.2 million, $14.0 million and $12.7 million in equity in income from this investment during the years ended December 31, 2013, 2012 and 2011, respectively.

The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital. As of December 31, 2013 and 2012, the Company’s invested capital in its preferred equity investments approximated $236.9 million and $287.8 million, respectively.

Summarized financial information relating to the Company’s preferred equity investments is as follows (in millions):

		December 31,
		2013				2012
Assets:
Real estate, net		$	571.7			$	824.7
Other assets			676.1				719.1
		$	1,247.8			$	1,543.8
Liabilities and Partners’/Members’ Capital:
Notes and mortgages payable		$	878.1			$	1,116.9
Other liabilities			26.1				51.8
Partners’/Members’ capital			343.6				375.1
		$	1,247.8			$	1,543.8

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

		Year Ended December 31,
		2013				2012				2011
Revenues from rental property		$	159.5			$	195.0			$	233.1
Operating expenses			(34.8	)			(44.7	)			(57.0	)
Interest expense			(55.2	)			(72.0	)			(89.5	)
Depreciation and amortization			(24.0	)			(33.7	)			(43.6	)
Impairment charges (a)			-				(2.7	)			-
Other expense, net			(7.1	)			(8.3	)			(6.3	)
Income from continuing operations			38.4				33.6				36.7
Discontinued Operations:
Gain on disposition of properties		20.8					17.5				6.2
Net income		$	59.2			$	51.1			$	42.9

	(a)	Represents an impairment charge against one master leased pool due to decline in fair market value.

Kimsouth -

Kimsouth Realty Inc. (“Kimsouth”) is a wholly-owned subsidiary of the Company that holds a 13.6% noncontrolling interest in a joint venture which owns a portion of Albertson’s Inc. During the year ended December 31, 2013, the Company funded an aggregate $70.8 million as its participation in a transaction with Supervalu, Inc. (“SVU”) through a consortium led by Cerberus Capital Management, L.P. This investment included a contribution of $22.3 million to acquire 414 Albertsons locations from SVU through the Company’s existing joint venture in Albertsons in which the Company now holds a 13.6% noncontrolling ownership interest. The Company recorded this additional investment in Other real estate investments on the Company’s Consolidated Balance Sheets and will continue to account for its investment in this joint venture under the equity method of accounting. During the year ended December 31, 2013, the Company recorded $16.5 million in equity losses from operations in this joint venture, which is included in Equity in income from other real estate investments, net on the Company’s Consolidated Statements of Income. As such, the Company’s investment in its Albertsons joint venture as of December 31, 2013, was $5.8 million. Also included in this aggregate funding is the Company’s contribution of $14.9 million to fund its 15% noncontrolling investment in NAI Group Holdings Inc., a C-corporation, to acquire four grocery banners (Shaw’s, Jewel-Osco, Acme and Star Market) totaling 456 locations from SVU. The Company recorded this investment in Other assets on the Company’s Consolidated Balance Sheets and will account for this investment under the cost method of accounting. Additionally, as part of this overall funding, the Company acquired 8.2 million shares of SVU common stock for $33.6 million, which is recorded in Marketable securities on the Company’s Consolidated Balance Sheets.

During 2012, the Albertsons joint venture distributed $50.3 million of which the Company received $6.9 million, which was recognized as income from cash received in excess of the Company’s investment, before income tax, and is included in Equity in income from other real estate investments, net on the Company’s Consolidated Statements of Income.

Investment in Retail Store Leases -

The Company has interests in various retail store leases relating to the anchor store premises in neighborhood and community shopping centers. These premises have been sublet to retailers who lease the stores pursuant to net lease agreements. Income from the investment in these retail store leases during the years ended December 31, 2013, 2012 and 2011, was $0.9 million, $0.9 million and $0.8 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2013, 2012 and 2011, of $3.6 million, $3.9 million and $5.1 million, respectively, less related expenses of $2.7 million, $3.0 million and $4.3 million, respectively. The Company's future minimum revenues under the terms of all non-cancelable tenant subleases and future minimum obligations through the remaining terms of its retail store leases, assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2014, $3.9 and $2.4; 2015, $3.1 and $2.0; 2016, $2.7 and $1.7; 2017, $2.1 and $1.2; 2018, $1.5 and $0.7, and thereafter, $0.09 and $0.06, respectively.

Leveraged Lease -

During June 2002, the Company acquired a 90% equity participation interest in an existing leveraged lease of 30 properties. The properties are leased under a long-term bond-type net lease whose primary term expires in 2016, with the lessee having certain renewal option rights. The Company’s cash equity investment was $4.0 million. This equity investment is reported as a net investment in leveraged lease in accordance with the FASB’s lease guidance.

As of December 31, 2013, 19 of these properties were sold, whereby the proceeds from the sales were used to pay down the mortgage debt by $32.3 million and the remaining 11 properties were encumbered by third-party non-recourse debt of $17.9 million that is scheduled to fully amortize during the primary term of the lease from a portion of the periodic net rents receivable under the net lease.

As an equity participant in the leveraged lease, the Company has no recourse obligation for principal or interest payments on the debt, which is collateralized by a first mortgage lien on the properties and collateral assignment of the lease. Accordingly, this obligation has been offset against the related net rental receivable under the lease.

At December 31, 2013 and 2012, the Company’s net investment in the leveraged lease consisted of the following (in millions):

		2013				2012
Remaining net rentals		$	15.9			$	24.0
Estimated unguaranteed residual value			30.3				30.3
Non-recourse mortgage debt			(16.1	)			(19.0	)
Unearned and deferred income			(19.9	)			(27.6	)
Net investment in leveraged lease		$	10.2			$	7.7

9. Variable Interest Entities:

Consolidated Ground-Up Development Projects

Included within the Company’s ground-up development projects at December 31, 2013, are two entities that are VIEs, for which the Company is the primary beneficiary. These entities were established to develop real estate property to hold as long-term investments. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs primarily based on the fact that the equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to these entities was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest.

At December 31, 2013, total assets of these ground-up development VIEs were $88.3 million and total liabilities were $0.1 million. The classification of these assets is primarily within Real estate under development in the Company’s Consolidated Balance Sheets and the classifications of liabilities are primarily within Accounts payable and accrued expenses on the Company’s Consolidated Balance Sheets.

Substantially all of the projected development costs to be funded for these ground-up development VIEs, aggregating $33.7 million, will be funded with capital contributions from the Company and by the outside partners, when contractually obligated. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide.

Unconsolidated Ground-Up Development

Also included within the Company’s ground-up development projects at December 31, 2013, is an unconsolidated joint venture, which is a VIE for which the Company is not the primary beneficiary. This joint venture is primarily established to develop real estate property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partner and therefore does not have a controlling financial interest.

The Company’s investment in this VIE was $18.2 million as of December 31, 2013, which is included in Real estate under development in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $19.6 million, which primarily represents the Company’s current investment and estimated future funding commitments of $1.4 million. The Company has not provided financial support to this VIE that it was not previously contractually required to provide. All future costs of development will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages.

Unconsolidated Redevelopment Investment

Included in the Company’s joint venture investments at December 31, 2013, is one unconsolidated joint venture, which is a VIE for which the Company is not the primary beneficiary. This joint venture was primarily established to redevelop real estate property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as redevelopment costs are funded by the partners throughout the construction period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partners and therefore does not have a controlling financial interest.

As of December 31, 2013, the Company’s investment in this VIE was a negative $11.1 million, due to the fact that the Company had a remaining capital commitment obligation, which is included in Other liabilities in the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $11.1 million, which is the remaining capital commitment obligation. The Company has not provided financial support to this VIE that it was not previously contractually required to provide. All future costs of redevelopment will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages.

10. Mortgages and Other Financing Receivables:

The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the Company. For a complete listing of the Company’s mortgages and other financing receivables at December 31, 2013, see Financial Statement Schedule IV included in this annual report on Form 10-K.

The following table reconciles mortgage loans and other financing receivables from January 1, 2011 to December 31, 2013 (in thousands):

		2013				2012				2011
Balance at January 1		$	70,704			$	102,972			$	108,493
Additions:
New mortgage loans			8,527				29,496				14,297
Additions under existing mortgage loans			7,810				895				-
Foreign currency translation			-				1,181				-
Amortization of loan discounts			653				247				247
Deductions:
Loan repayments/foreclosures			(53,640	)			(60,740	)			(15,803	)
Charge off/foreign currency translation			(1,260	)			(430	)			(863	)
Collections of principal			(2,529	)			(2,861	)			(3,345	)
Amortization of loan costs			(22	)			(56	)			(54	)
Balance at December 31		$	30,243			$	70,704			$	102,972

The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2013, the Company had a total of 16 loans aggregating $30.2 million all of which were identified as performing loans.

During 2013, the Company foreclosed on two non-performing loans, in separate transactions, for an aggregate $25.6 million. As such, the Company acquired 59.24 acres of undeveloped land located in Westbrook, Maine and 427 acres of undeveloped land located in Brantford, Ontario, which was the collateral under each of the respective loans. The carrying values of the mortgage receivables did not exceed the fair values of the underlying collateral upon foreclosure.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

11. Marketable Securities:

The amortized cost and estimated fair values of securities available-for-sale and held-to-maturity at December 31, 2013 and 2012, are as follows (in thousands):

		December 31, 2013
		Amortized Cost				Gross Unrealized Gains				Estimated Fair Value
Available-for-sale:
Equity securities		$	33,728			$	25,995			$	59,723
Held-to-maturity:
Debt securities			3,043				59				3,102
Total marketable securities		$	36,771			$	26,054			$	62,825

		December 31, 2012
		Amortized Cost				Gross Unrealized Gains				Estimated Fair Value
Available-for-sale:
Equity securities		$	14,205			$	19,223			$	33,428
Held-to-maturity:
Debt securities			3,113				284				3,397
Total marketable securities		$	17,318			$	19,507			$	36,825

During 2013, 2012 and 2011, the Company received $26.4 million, $0.2 million and $188.0 million in proceeds from the sale/redemption of certain marketable securities, respectively. In connection with these transactions, during 2013, 2012 and 2011 the Company recognized (i) gross realizable gains of $12.1 million, $0.0 million and $0.8 million, respectively, (ii) foreign currency gains of $0.0 million, $0.0 million and $1.6 million, respectively, and (iii) gross realizable losses of $0.0 million, $0.0 million and $0.3 million, respectively.

As of December 31, 2013, the contractual maturities of debt securities classified as held-to-maturity are as follows: after one year through five years, $2.2 million; and after five years through 10 years, $0.8 million. Actual maturities may differ from contractual maturities as issuers may have the right to prepay debt obligations with or without prepayment penalties.

12. Notes Payable:

As of December 31, 2013 and 2012 the Company’s Notes Payable consisted of the following (dollars in millions):

		Balance at 12/31/13				Interest Rate Range (Low)				Interest Rate Range (High)			Maturity Date Range (Low)		Maturity Date Range (High)
Senior Unsecured Notes		$	1,140.9				3.13%				6.88%		Jun-2014		Jun-2023
Medium Term Notes			1,044.6				4.30%				5.78%		Jun-2014		Feb-2018
U.S. Term Loan (d)			400.0			(a)				(a)			Apr-2014		Apr-2014
Canadian Notes Payable			329.5				3.86%				5.99%		Apr-2018		Aug-2020
Credit Facility			194.5			(a)				(a)			Oct-2015		Oct-2015
Mexican Term Loan			76.5			(c)				(c)			Mar-2018		Mar-2018
		$	3,186.0

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

		Balance at 12/31/12				Interest Rate Range (Low)				Interest Rate Range (High)				Maturity Date Range (Low)		Maturity Date Range (High)
Senior Unsecured Notes		$	965.9				4.70%				6.88%			Jan-2013		Oct-2019
Medium Term Notes			1,144.6				4.30%				5.78%			Oct-2013		Feb-2018
U.S. Term Loan			400.0			(a)				(a)				Apr-2014		Apr-2014
Canadian Notes Payable			352.4				5.18%				5.99%			Aug-2013		Apr-2018
Credit Facility			249.9			(a)				(a)				Oct-2015		Oct-2015
Mexican Term Loan			76.9				8.58%				8.58%			Mar-2013		Mar-2013
Other Notes Payable			2.4			(b)				(b)				Jan-2013		Sept-2013
		$	3,192.1

(a) Interest rate is equal to LIBOR + 1.05% (1.22% and 1.26% at December 31, 2013 and 2012, respectively).

(b) Interest rate is equal to LIBOR + 3.50% (5.50% at December 31, 2012).

(c) Interest rate is equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.15% at December 31, 2013).

(d) During January 2014, the Company exercised its one-year extension option to extend the maturity date to April 17, 2015.

The weighted-average interest rate for all unsecured notes payable is 4.37% as of December 31, 2013. The scheduled maturities of all unsecured notes payable as of December 31, 2013, were as follows (in millions): 2014, $694.7; 2015, $544.5; 2016, $300.0; 2017, $290.9; 2018, $517.7 and thereafter, $838.2.

Senior Unsecured Notes/Medium Term Notes –

During September 2009, the Company entered into a fifth supplemental indenture, under the indenture governing its Medium Term Notes ("MTN") and Senior Notes, which included the financial covenants for future offerings under the indenture that were removed by the fourth supplemental indenture.

In accordance with the terms of the Indenture, as amended, pursuant to which the Company's Senior Unsecured Notes, except for $300.0 million issued during April 2007 under the fourth supplemental indenture, have been issued, the Company is subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels, (b) certain debt service ratios, (c) certain asset to debt ratios and (d) restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Company's qualification as a REIT providing the Company is in compliance with its total leverage limitations.

The Company had a MTN program pursuant to which it offered for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company's debt maturities.

Interest on the Company’s fixed-rate senior unsecured notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of neighborhood and community shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.

During May 2013, the Company issued $350.0 million of 10-year Senior Unsecured Notes at an interest rate of 3.125% payable semi-annually in arrears which are scheduled to mature in June 2023. Net proceeds from the issuance were $344.7 million, after related transaction costs of $0.5 million. The proceeds from this issuance were used for general corporate purposes including the partial reduction of borrowings under the Company’s revolving credit facility and the repayment of $75.0 million senior unsecured notes which matured in June 2013.

During July 2013, a wholly-owned subsidiary of the Company issued $200.0 million Canadian denominated (“CAD”) Series 4 unsecured notes on a private placement basis in Canada. The notes bear interest at 3.855% and are scheduled to mature on August 4, 2020. Proceeds from the notes were used to repay the Company’s CAD $200.0 million 5.180% unsecured notes, which matured on August 16, 2013.

During the years ended December 31, 2013 and 2012, the Company repaid the following notes (dollars in millions):

Type		Date Issued		Amount Repaid				Interest Rate				Maturity Date		Date Paid
MTN		Oct-03		$	100.0				5.19%			Oct-13		Oct-13
Senior Note		Oct-06		$	75.0				4.70%			Jun-13		Jun-13
Senior Note		Oct-06		$	100.0				6.125%			Jan-13		Jan-13
Senior Note		Nov-02		$	198.9				6.00%			Nov-12		Nov-12
MTN		July-02		$	17.0				5.98%			July-12		July-12

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Credit Facility –

The Company has a $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in October 2015 and has a one-year extension option. This credit facility, provides funds to finance general corporate purposes, including (i) property acquisitions, (ii) investments in the Company’s institutional management programs, (iii) development and redevelopment costs and (iv) any short-term working capital requirements. Interest on borrowings under the Credit Facility accrues at LIBOR plus 1.05% and fluctuates in accordance with changes in the Company’s senior debt ratings and has a facility fee of 0.20% per annum. As part of this Credit Facility, the Company has a competitive bid option whereby the Company could auction up to $875.0 million of its requested borrowings to the bank group. This competitive bid option provides the Company the opportunity to obtain pricing below the currently stated spread. In addition, as part of the Credit Facility, the Company has a $500.0 million sub-limit which provides it the opportunity to borrow in alternative currencies such as Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. As of December 31, 2013, the Credit Facility had a balance of $194.5 million outstanding and $3.3 million appropriated for letters of credit.

U.S. Term Loan -

The Company has a $400.0 million unsecured term loan with a consortium of banks, which accrues interest at LIBOR plus 105 basis points. The term loan is scheduled to mature in April 2014, with three additional one-year options to extend the maturity date, at the Company’s discretion, to April 17, 2017. Proceeds from this term loan were used for general corporate purposes including the repayment of maturing debt amounts. Pursuant to the terms of the Credit Agreement, the Company, among other things is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. During January 2014, the Company exercised the first of its one-year extension options to extend the maturity date to April 17, 2015.

Mexican Term Loan -

During March 2013, the Company entered into a new five year 1.0 billion Mexican peso term loan which is scheduled to mature in March 2018. This term loan bears interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% (5.15% as of December 31, 2013). The Company has the option to swap this rate to a fixed rate at any time during the term of the loan. The Company used these proceeds to repay its 1.0 billion MXN term loan, which matured in March 2013 and bore interest at a fixed rate of 8.58%. As of December 31, 2013, the outstanding balance on this new term loan was MXN 1.0 billion (USD $76.5 million).

13. Mortgages Payable:

During 2013, the Company (i) assumed $284.9 million of individual non-recourse mortgage debt relating to the acquisition of nine operating properties, including an increase of $5.8 million associated with fair value debt adjustments, (ii) paid off $256.3 million of mortgage debt that encumbered 14 properties and (iii) obtained $36.0 million of individual non-recourse debt relating to three operating properties.

During 2012, the Company (i) assumed $185.3 million of individual non-recourse mortgage debt relating to the acquisition of seven operating properties, including an increase of $6.1 million associated with fair value debt adjustments, (ii) paid off $284.8 million of mortgage debt that encumbered 19 properties and (iii) assigned five mortgages aggregating $17.1 million in connection with property dispositions.

Mortgages payable, collateralized by certain shopping center properties and related tenants' leases, are generally due in monthly installments of principal and/or interest, which mature at various dates through 2035. Interest rates range from LIBOR (0.14% as of December 31, 2013) to 9.75% (weighted-average interest rate of 5.88% as of December 31, 2013). The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable, excluding unamortized fair value debt adjustments of $10.7 million, as of December 31, 2013, were as follows (in millions): 2014, $143.5; 2015, $176.2; 2016, $291.2; 2017, $178.0; 2018, $54.9 and thereafter, $180.9.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

14. Noncontrolling Interests:

Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or determined that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB’s Consolidation guidance.

The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. Units that are determined to be mandatorily redeemable are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income.

The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired partially through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value adjustment of $15.1 million (collectively, the "Units"). The Company is restricted from disposing of these assets, other than through a tax free transaction until November 2015. The Units and related annual cash distribution rates consisted of the following:

Type		Number of Units Issued				Par Value Per Unit				Return Per Annum
Preferred A Units (1)			81,800,000			$	1.00				7.0%
Class A Preferred Units (1)			2,000			$	10,000			LIBOR	plus	2.0%
Class B-1 Preferred Units (2)			2,627			$	10,000				7.0%
Class B-2 Preferred Units (1)			5,673			$	10,000				7.0%
Class C DownReit Units (2)			640,001			$	30.52			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.

The following Units have been redeemed for cash as of December 31, 2013:

Type		Units Redeemed				Par Value Redeemed (in millions)
Preferred A Units			2,200,000			$	2.2
Class A Preferred Units			2,000			$	20.0
Class B-1 Preferred Units			2,438			$	24.4
Class B-2 Preferred Units			5,576			$	55.8
Class C DownReit Units			61,804			$	1.9

Noncontrolling interest relating to the remaining units was $111.4 million and $110.8 million as of December 31, 2013 and 2012, respectively.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The Company owns two shopping center properties located in Bay Shore, NY and Centereach, NY. Included in Noncontrolling interests was $41.6 million, including a discount of $0.3 million and a fair market value adjustment of $3.8 million, in redeemable units, issued by the Company in connection with the acquisition of these properties. These units and related annual cash distribution rates consist of the following:

Type		Number of Units Issued				Par Value Per Unit				Return Per Annum
Class A Units (1)			13,963			$	1,000				5.0%
Class B Units (2)			647,758			$	37.24			Equal to the Company’s common stock dividend

	(1)	These units are redeemable for cash by the holder or callable by the Company any time after April 3, 2016 and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.

	(2)	These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a ratio of 1:1 and are callable by the Company any time after April 3, 2026. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets.

During 2012, all 13,963 Class A Units were redeemed by the holder in cash. Additionally, during 2007, 30,000 units, or $1.1 million par value, of the Class B Units were redeemed by the holder in cash at the option of the Company. As of December 31, 2013 and 2012, noncontrolling interest relating to the units was $26.4 million.

Noncontrolling interests also includes 138,015 convertible units issued during 2006, by the Company, which were valued at $5.3 million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in Albany, NY. These units are redeemable at the option of the holder after one year for cash or at the option of the Company for the Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal to the dividend rate of the Company’s common stock. The Company is restricted from disposing of these assets, other than through a tax free transaction, until January 2017.

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years ended December 31, 2013 and 2012 (in thousands):

		2013				2012
Balance at January 1,		$	81,076			$	95,074
Issuance of redeemable units (1)			5,223				-
Unit redemptions			-				(13,998	)
Fair market value adjustment, net			(225	)			-
Other			79				-
Balance at December 31,		$	86,153			$	81,076

	(1)	During the year ended December 31, 2013, the Company issued 5,223 units at $5.2 million of redeemable units, which are redeemable at the option of the holder after one year and earn a yield of 6% per annum.

15. Fair Value Disclosure of Financial Instruments:

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s estimation based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values, except those listed below, for which fair values are disclosed. The fair values for marketable securities are based on published or securities dealers’ estimated market values. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

As a basis for considering market participant assumptions in fair value measurements, the FASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The following are financial instruments for which the Company’s estimate of fair value differs from the carrying amounts (in thousands):

		December 31,
		2013								2012
		Carrying Amounts				Estimated Fair Value				Carrying Amounts				Estimated Fair Value
Marketable Securities (1)		$	62,766			$	62,824			$	36,541			$	36,825
Notes Payable (2)		$	3,186,047			$	3,333,614			$	3,192,127			$	3,408,632
Mortgages Payable (3)		$	1,035,354			$	1,083,801			$	1,003,190			$	1,068,616

(1) As of December 31, 2013, $59.7 million of these assets’ estimated fair value were classified within Level 1 of the fair value hierarchy and the remaining $3.1 million were classified within Level 3 of the fair value hierarchy.

(2) The Company determined that its valuation of these Notes payable was classified within Level 2 of the fair value hierarchy.

(3) The Company determined that its valuation of these liabilities was classified within Level 3 of the fair value hierarchy.

The Company has available for sale securities that must be measured under the FASB’s Fair Value Measurements and Disclosures guidance. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The Company from time to time has used interest rate swaps to manage its interest rate risk. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Based on these inputs, the Company has determined that interest rate swap valuations are classified within Level 2 of the fair value hierarchy. The Company did not have any interest rate swaps as of December 31, 2013.

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012, aggregated by the level in the fair value hierarchy within which those measurements fall.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Assets measured at fair value on a recurring basis at December 31, 2013 and 2012 (in thousands):

		Balance at December 31, 2013				Level 1				Level 2				Level 3
Marketable equity securities		$	59,723			$	59,723			$	-			$	-

		Balance at December 31, 2012				Level 1				Level 2				Level 3
Marketable equity securities		$	33,428			$	33,428			$	-			$	-

Assets measured at fair value on a non-recurring basis at December 31, 2013 and 2012 are as follows (in thousands):

		Balance at December 31, 2013				Level 1				Level 2				Level 3
Real estate		$	217,529			$	-			$	-			$	217,529
Joint venture investments		$	59,693			$	-			$	-			$	59,693
Other real estate investments		$	2,050			$	-			$	-			$	2,050
Cost method investment		$	4,670			$	-			$	-			$	4,670

		Balance at December 31, 2012				Level 1				Level 2				Level 3
Real estate		$	52,505			$	-			$	-			$	52,505

During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 million, of which $98.8 million, before income taxes, is included in discontinued operations. These impairment charges consist of (i) $175.6 million related to adjustments to property carrying values, (ii) $10.4 million related to a cost method investment, (iii) $1.0 million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity investment. During the year ended December 31, 2012, the Company recognized impairment charges related to adjustments to property carrying values of $59.6 million, of which $49.3 million, before income taxes and noncontrolling interests, is included in discontinued operations.

The Company’s estimated fair values for the year ended December 31, 2013, were primarily based upon (i) estimated sales prices from third party offers based on signed contracts relating to property carrying values and joint venture investments and (ii) a discounted cash flow model relating to the Company’s cost method investment. The Company does not have access to the unobservable inputs used by the third parties to determine these estimated fair values. The discounted cash flows model includes all estimated cash inflows and outflows over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and expectations for growth. The capitalization rate of 6.0% and discount rate of 9.5% which were utilized in this model were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective investments.

The Company’s estimated fair values for the year ended December 31, 2012, relating to the real estate assets measured on a non-recurring basis, which were non-retail assets, were based upon estimated sales prices from third party offers and comparable sales values ranging from $1.1 million to $42.0 million. The Company does not have access to certain unobservable inputs used by these third parties to determine these estimated fair values (see footnote 6 for additional discussion related to these assets).

Based on these inputs the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy. The property carrying value impairment charges resulted from the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions.

16. Preferred Stock, Common Stock and Convertible Unit Transactions –

Preferred Stock –

The Company’s outstanding Preferred Stock is detailed below (in thousands, except share information and par values):

As of December 31, 2013 and 2012
Series of Preferred Stock		Shares Authorized				Shares Issued and Outstanding				Liquidation Preference				Dividend Rate				Annual Dividend per Depositary Share				Par Value
Series H			70,000				70,000			$	175,000				6.90%			$	1.72500			$	1.00
Series I			18,400				16,000				400,000				6.00%			$	1.50000			$	1.00
Series J			9,000				9,000				225,000				5.50%			$	1.37500			$	1.00
Series K			8,050				7,000				175,000				5.625%			$	1.40625			$	1.00
			105,450				102,000			$	975,000

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Series of Preferred Stock		Date Issued		Depositary Shares Issued			Fractional Interest per Share		Net Proceeds, After Expenses (in millions)				Offering/ Redemption Price			Optional Redemption Date
Series H(1)		8/30/2010			7,000,000		1/100		$	169.2			$	25.00		8/30/2015
Series I (2)		3/20/2012			16,000,000		1/1000		$	387.2			$	25.00		3/20/2017
Series J (3)		7/25/2012			9,000,000		1/1000		$	217.8			$	25.00		7/25/2017
Series K (4)		12/7/2012			7,000,000		1/1000		$	169.1			$	25.00		12/7/2017

	(1)	The net proceeds received from this offering were used to repay $150.0 million in mortgages payable and for general corporate purposes.

	(2)	The net proceeds received from this offering were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility and the redemption of shares of the Company’s preferred stock.

	(3)	The net proceeds received from this offering were used for the redemption of all the outstanding depositary shares representing the Company’s Class F preferred stock, which redemption occurred on August 15, 2012, as discussed below, with the remaining proceeds used towards the redemption of outstanding depositary shares representing the Company’s Class G preferred stock, which redemption occurred on October 10, 2012, as discussed below, and general corporate purposes.

	(4)	The net proceeds received from this offering were used for general corporate purposes, including funding towards the repayment of maturing Senior Unsecured Notes.

The following Preferred Stock series were redeemed during the year ended December 31, 2012:

Series of Preferred Stock		Date Issued		Depositary Shares Issued				Redemption Amount (in millions)				Offering/ Redemption Price					Optional Redemption Date		Actual Redemption Date
Series F (1)		6/5/2003			7,000,000			$	175.0			$			25.00		6/5/2008		8/15/2012
Series G (2)		10/10/2007			18,400,000			$	460.0			$			25.00		10/10/2012		10/10/2012

	(1)	In connection with this redemption the Company recorded a non-cash charge of $6.2 million resulting from the difference between the redemption amount and the carrying amount of the Class F Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $6.2 million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per share for the year ended December 31, 2012.

	(2)	In connection with this redemption the Company recorded a non-cash charge of $15.5 million resulting from the difference between the redemption amount and the carrying amount of the Class G Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. The $15.5 million was subtracted from net income to arrive at net income available to common shareholders and is used in the calculation of earnings per share for the year ended December 31, 2012.

The Company’s Preferred Stock Depositary Shares for all series are not convertible or exchangeable for any other property or securities of the Company.

Voting Rights - The Class H Preferred Stock, Class I Preferred Stock, Class J Preferred Stock and Class K Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.

As to any matter on which the Class H Preferred Stock may vote, including any actions by written consent, each share of the Class H Preferred Stock shall be entitled to 100 votes, each of which 100 votes may be directed separately by the holder thereof. With respect to each share of Class H Preferred Stock, the holder thereof may designate up to 100 proxies, with each such proxy having the right to vote a whole number of votes (totaling 100 votes per share of Class H Preferred Stock). As a result, each Class H Depositary Share is entitled to one vote.

As to any matter on which the Class I, J, or K Preferred Stock may vote, including any actions by written consent, each share of the Class I, J or K Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class I, J or K Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class I, J or K Preferred Stock). As a result, each Class I, J or K Depositary Share is entitled to one vote.

Liquidation Rights –

In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $2,500.00 Class H Preferred Stock per share, $25,000.00 Class I Preferred Stock per share, $25,000.00 Class J Preferred Stock per share and $25,000.00 Class K Preferred Stock per share ($25.00 per each Class H, Class I, Class J and Class K Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Common Stock –

The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares in connection with the exercise of stock options or the issuance of restricted stock awards. These share repurchases may occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The Company did not repurchase any shares during the year ended December 31, 2013. During the year ended December 31, 2012, the Company repurchased 1,635,823 shares of the Company’s common stock for $30.9 million, of which $22.6 million was provided to the Company from stock options exercised.

Convertible Units –

The Company has various types of convertible units that were issued in connection with the purchase of operating properties (see footnote 14). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2013, is $33.2 million. The Company has the option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle in Common Stock, the unit holders would receive 1.6 million shares of Common Stock.

17. Supplemental Schedule of Non-Cash Investing/Financing Activities:

The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2013, 2012 and 2011 (in thousands):

		2013				2012				2011
Acquisition of real estate interests by assumption of mortgage debt		$	76,477			$	179,198			$	117,912
Acquisition of real estate interests through foreclosure		$	24,322			$	-			$	-
Acquisition of real estate interests by issuance of redeemable units		$	3,985			$	-			$	-
Acquisition of real estate interests through proceeds held in escrow		$	42,892			$	-			$	-
Disposition of real estate interest by assignment of mortgage debt		$	-			$	17,083			$	-
Disposition of real estate through the issuance of unsecured obligation		$	3,513			$	13,475			$	14,297
Issuance of common stock		$	9,213			$	18,115			$	4,941
Surrender of common stock		$	(3,891	)		$	(2,073	)		$	(596	)
Declaration of dividends paid in succeeding period		$	104,496			$	96,518			$	92,159
Consolidation of Joint Ventures:
Increase in real estate and other assets		$	228,200			$	-			$	-
Increase in mortgage payable		$	206,489			$	-			$	-

18. Transactions with Related Parties:

The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint ventures in which certain stockholders of the Company have economic interests. Such services are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct costs incurred in connection with management of the centers. Reference is made to Footnotes 3, 4, 7 and 19 for additional information regarding transactions with related parties.

Ripco Real Estate Corp. (“Ripco”) business activities include serving as a leasing agent and representative for national and regional retailers including Target, Best Buy, Kohls and many others, providing real estate brokerage services and principal real estate investing. Mr. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Mr. Milton Cooper, Executive Chairman of the Board of Directors of the Company. During 2013, 2012 and 2011, the Company paid brokerage commissions of $0.6 million, $0.8 million and $0.5 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company. The Company believes that the brokerage commissions paid were at or below the customary rates for such leasing services.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Additionally, the Company held joint venture investments with Ripco in which the Company and Ripco each held 50% noncontrolling interests. The Company accounted for its investment in these joint ventures under the equity method of accounting. During 2013, the one remaining joint venture investment with Ripco sold its only operating property for a sales price of $3.5 million, which was encumbered by a $2.8 million loan, which was guaranteed by the Company. As a result of this transaction the loan was fully repaid and the Company was relieved of the corresponding debt guarantee on the loan. As such, as of December 31, 2013 the Company no longer held any joint venture investments with Ripco.

19. Commitments and Contingencies:

Operations -

The Company and its subsidiaries are primarily engaged in the operation of shopping centers that are either owned or held under long-term leases that expire at various dates through 2095. The Company and its subsidiaries, in turn, lease premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from 5 to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants' sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels comprised 97% of total revenues from rental property for each of the three years ended December 31, 2013, 2012 and 2011.

The future minimum revenues from rental property under the terms of all non-cancelable tenant leases, assuming no new or renegotiated leases are executed for such premises, for future years are as follows (in millions): 2014, $704.8; 2015, $649.6; 2016, $570.2; 2017, $483.0; 2018, $390.5 and thereafter; $1,913.9.

Base rental revenues from rental property are recognized on a straight-line basis over the terms of the related leases. The difference between the amount of rental income contracted through leases and rental income recognized on a straight-line basis before allowances for the years ended December 31, 2013, 2012 and 2011 was $4.8 million, $6.2 million and $8.1 million, respectively.

Minimum rental payments under the terms of all non-cancelable operating leases pertaining to the Company’s shopping center portfolio for future years are as follows (in millions): 2014, $12.3; 2015, $11.3; 2016, $10.4; 2017, $9.9; 2018, $8.8 and thereafter, $164.4.

Captive Insurance -

In October 2007, the Company formed a wholly-owned captive insurance company, Kimco Insurance Company, Inc., ("KIC"), which provides general liability insurance coverage for all losses below the deductible under our third-party policy. The Company entered into the Insurance Captive as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate, like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms.

Guarantees –

On a select basis, the Company had provided guarantees on interest bearing debt held within real estate joint. The Company is often provided with a back-stop guarantee from its partners. The Company had the following outstanding guarantees as of December 31, 2013 (amounts in millions):

Name of Joint Venture		Amount of Guarantee				Interest rate					Maturity, with extensions				Terms			Type of debt
InTown Suites Management, Inc.		$	139.7			LIBOR	plus	1.15%				2015				(1)		Unsecured credit facility
Victoriaville		$	2.3				3.92%					2020			Jointly and severally with partner			Promissory note

(1) During June 2013, the Company sold its unconsolidated investment in the InTown portfolio for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million. The Company continues to maintain its guarantee of a portion of the debt assumed by the buyer ($139.7 million as of December 31, 2013). The guarantee is collateralized by the buyer’s ownership interest in the portfolio. Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity. This commitment can be in the form of extensions with the current lender or a new lender or financing directly from the Company to the buyer.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The Company evaluated these guarantees in connection with the provisions of the FASB’s Guarantees guidance and determined that the impact did not have a material effect on the Company’s financial position or results of operations.

Letters of Credit -

The Company has issued letters of credit in connection with the completion and repayment guarantees for loans encumbering certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At December 31, 2013, these letters of credit aggregated $31.9 million.

Other -

In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2013, there were $21.1 million in performance and surety bonds outstanding.

On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the Foreign Corrupt Practices Act. The Company is cooperating fully with the SEC in this matter. The Company has also been notified that the U.S. Department of Justice (“DOJ”) is conducting a parallel investigation, and the Company expects that it will cooperate with the DOJ investigation. At this point, we are unable to predict the duration, scope or result of the SEC or DOJ investigation.

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company as of December 31, 2013.

20. Incentive Plans:

The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share based payments to employees, including grants of employee stock options, restricted stock and performance shares, be recognized in the Statement of Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method for performance shares, both of which are intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is calculated based on the price on the date of grant.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing formula. The assumption for expected volatility has a significant effect on the grant date fair value. Volatility is determined based on the historical equity of common stock for the most recent historical period equal to the expected term of the options plus an implied volatility measure. The expected term is determined using the simplified method due to the lack of exercise and cancelation history for the current vesting terms. The more significant assumptions underlying the determination of fair values for options granted during 2013, 2012 and 2011 were as follows:

		Year Ended December 31,
		2013				2012				2011
Weighted average fair value of options granted		$	5.04			$	4.52			$	4.39
Weighted average risk-free interest rates			1.46	%			1.04	%			2.02	%
Weighted average expected option lives (in years)			6.25				6.25				6.25
Weighted average expected volatility			35.95	%			37.53	%			36.82	%
Weighted average expected dividend yield			3.85	%			3.94	%			3.98	%

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Information with respect to stock options under the Plan for the years ended December 31, 2013, 2012, and 2011 are as follows:

		Shares				**Weighted-Average Exercise Price Per Share **				Aggregate Intrinsic Value (in millions)
Options outstanding, January 1, 2011			17,115,789			$	28.32			$	18.0
Exercised			(444,368	)		$	14.71
Granted			1,888,017			$	18.77
Expired			(655,748	)		$	16.40
Forfeited			(793,098	)		$	23.74
Options outstanding, December 31, 2011			17,110,592			$	28.14			$	8.0
Exercised			(1,495,432	)		$	19.84
Granted			1,522,450			$	18.78
Forfeited			(579,613	)		$	28.73
Options outstanding, December 31, 2012			16,557,997			$	28.42			$	14.9
Exercised			(1,636,300	)		$	23.15
Granted			1,354,250			$	21.55
Forfeited			(901,802	)		$	31.38
Options outstanding, December 31, 2013			15,374,145			$	28.79			$	13.1
Options exercisable (fully vested)-
December 31, 2011			12,459,598			$	30.77			$	3.9
December 31, 2012			12,830,255			$	31.57			$	7.7
December 31, 2013			12,039,439			$	31.24			$	8.2

The exercise prices for options outstanding as of December 31, 2013, range from $11.54 to $53.14 per share. The Company estimates forfeitures based on historical data. The weighted-average remaining contractual life for options outstanding as of December 31, 2013, was 4.4 years. The weighted-average remaining contractual term of options currently exercisable as of December 31, 2013, was 5.6 years. Options to purchase 8,049,534, 8,871,495 and 5,776,270, shares of the Company’s common stock were available for issuance under the Plan at December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, the Company had 3,334,706 options expected to vest, with a weighted-average exercise price per share of $19.50 and an aggregate intrinsic value of $1.9 million.

Cash received from options exercised under the Plan was $30.2 million, $22.6 million and $6.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. The total intrinsic value of options exercised during 2013, 2012 and 2011, was $7.6 million, $7.0 million, and $1.5 million, respectively.

As of December 31, 2013, 2012 and 2011, the Company had restricted shares outstanding of 1,591,082, 1,562,912 and 832,726, respectively.

The Company recognized expense associated with its equity awards of $18.9 million, $17.9 million and $16.9 million, for the years ended December 31, 2013, 2012 and 2011, respectively. As of December 31, 2013, the Company had $28.6 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to be recognized over a weighted average period of 3.5 years.

The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common shares in connection with the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open market purchases, privately negotiated transactions or otherwise, subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The Company did not repurchase shares during 2013. During 2012, the Company repurchased 1.6 million shares of the Company’s common stock for $30.9 million, of which $22.6 million was provided to the Company from options exercised. During 2011, the Company repurchased 333,998 shares of the Company’s common stock for $6.0 million, of which $4.9 million was provided to the Company from options exercised.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The Company maintains a 401(k) retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation (capped at $250,000), is fully vested and funded as of December 31, 2013. The Company’s contributions to the plan were $2.1 million, $2.1 million, and $1.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

The Company recognized severance costs associated with employee terminations during the years ended December 31, 2013, 2012 and 2011 of $4.3 million, $5.8 million and $1.7 million, respectively. The 2012 expense includes $2.5 million of severance costs related to the departure of an executive officer during January 2012.

21. Income Taxes:

The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992. To qualify as a REIT, the Company must meet several organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted REIT taxable income to its stockholders. Management intends to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income. If the Company failed to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be permitted to elect REIT status for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes. The Company is also subject to local taxes on certain Non-U.S. investments.

Reconciliation between GAAP Net Income and Federal Taxable Income:

The following table reconciles GAAP net income to taxable income for the years ended December 31, 2013, 2012 and 2011 (in thousands):

		2013				2012				2011
		(Estimated)				(Actual)				(Actual)
GAAP net income attributable to the Company		$	236,281			$	266,073			$	169,051
Less: GAAP net income of taxable REIT subsidiaries			(5,950	)			(5,249	)			(19,572	)
GAAP net income from REIT operations (a)			230,331				260,824				149,479
Net book depreciation in excess of tax depreciation			31,678				37,492				30,603
Deferred/prepaid/above and below market rents, net			(11,731	)			(16,050	)			(16,463	)
Book/tax differences from non-qualified stock options			(255	)			1,774				9,879
Book/tax differences from investments in real estate joint ventures			42,724				44,886				52,564
Book/tax difference on sale of property			(48,296	)			(77,853	)			1,811
Foreign income tax from Mexico capital gains			(42,641	)			-				-
Book adjustment to property carrying values and marketable equity securities			87,218				2,656				8,721
Taxable currency exchange (loss)/gain, net			(27,155	)			(2,620	)			6,502
Book/tax differences on capitalized costs			4,616				(7,205	)			3,228
Dividends from taxable REIT subsidiaries			698				2,304				15,969
Other book/tax differences, net			(4,544	)			(3,416	)			1,016
Adjusted REIT taxable income		$	262,643			$	242,792			$	263,309

Certain amounts in the prior periods have been reclassified to conform to the current year presentation, in the table above.

(a) All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interest and taxable REIT subsidiaries.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Cash Dividends Paid and Dividends Paid Deductions (in thousands):

For the years ended December 31, 2013, 2012 and 2011 cash dividends paid exceeded the dividends paid deduction and amounted to $400,354, $382,722, and $353,764, respectively.

Characterization of Distributions:

The following characterizes distributions paid for the years ended December 31, 2013, 2012 and 2011, (in thousands):

		2013								2012								2011
Preferred F Dividends
Ordinary income		$	-				-%			$	9,116				94%			$	11,638				100%
Capital gain			-				-%				582				6%				-				-%
		$	-				-%			$	9,698				100%			$	11,638				100%
Preferred G Dividends
Ordinary income		$	-				-%			$	33,046				94%			$	35,650				100%
Capital gain			-				-%				2,109				6%				-				-%
		$	-				-%			$	35,155				100%			$	35,650				100%
Preferred H Dividends
Ordinary income		$	8,694				72%			$	11,351				94%			$	13,584				100%
Capital gain			3,381				28%				725				6%				-				-%
		$	12,075				100%			$	12,076				100%			$	13,584				100%
Preferred I Dividends
Ordinary income		$	17,280				72%			$	12,847				94%			$	-				-%
Capital gain			6,720				28%				820				6%				-				-%
		$	24,000				100%			$	13,667				100%			$	-				-%
Preferred J Dividends
Ordinary income		$	8,910				72%			$	2,585				94%			$	-				-%
Capital gain			3,465				28%				165				6%				-				-%
		$	12,375				100%			$	2,750				100%			$	-				-%
Preferred K Dividends
Ordinary income		$	6,064				72%			$	-				-%			$	-				-%
Capital gain			2,358				28%				-				-%				-				-%
		$	8,422				100%			$	-				-%			$	-				-%
Common Dividends
Ordinary income		$	158,001				46%			$	222,751				72%			$	208,832				71%
Capital Gain			61,827				18%				15,469				5%				-				-%
Return of capital			123,654				36%				71,156				23%				84,060				29%
		$	343,482				100%			$	309,376				100%			$	292,892				100%
Total dividends distributed		$	400,354							$	382,722							$	353,764

Taxable REIT Subsidiaries (“TRS”) and Taxable Entities:

The Company is subject to federal, state and local income taxes on income reported through its TRS activities, which include wholly owned subsidiaries of the Company. The Company’s TRS consists of Kimco Realty Services ("KRS"), which due to a merger on April 1, 2013 includes FNC Realty Corporation (“FNC”), and the consolidated entity, Blue Ridge Real Estate Company/Big Boulder Corporation. On April 2, 2013, the Company contributed its interest in FNC to KRS and KRS acquired all of the outstanding stock of FNC in a reverse cash merger. The Company is also subject to local non-U.S. taxes on certain investments located outside the U.S.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Dividends paid to the Company from its subsidiaries and joint ventures in Canada, Mexico and Brazil are generally not subject to withholding taxes under the applicable tax treaty with the United States. Chile and Peru impose a 10% and 4.1% withholding tax, respectively, on dividend distributions. Although Brazil levies a 0.38% transaction tax on return of capital distributions, the Company as of December 31, 2013 no longer owns assets located in Brazil. During 2013, less than $0.1 million of withholding and transaction taxes were withheld from distributions related to foreign activities.

Income taxes have been provided for on the asset and liability method as required by the FASB’s Income Tax guidance. Under the asset and liability method, deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities.

The Company’s pre-tax book income/(loss) and (provision)/benefit for income taxes relating to the Company’s TRS and taxable entities which have been consolidated for accounting reporting purposes, for the years ended December 31, 2013, 2012, and 2011, are summarized as follows (in thousands):

		2013				2012				2011
Income/(loss) before income taxes – U.S.		$	(4,849	)		$	8,390			$	36,077
(Provision)/benefit for income taxes, net:
Federal :
Current			(1,647	)			(503	)			(2,463	)
Deferred			9,725				(535	)			(10,635	)
Federal tax (provision)/benefit			8,078				(1,038	)			(13,098	)
State and local:
Current			1,159				(1,543	)			(1,343	)
Deferred			1,562				(560	)			(2,064	)
State tax (provision)/benefit			2,721				(2,103	)			(3,407	)
Total tax (provision)/benefit – U.S.			10,799				(3,141	)			(16,505	)
Net income from U.S. taxable REIT subsidiaries		$	5,950			$	5,249			$	19,572
Income before taxes – Non-U.S.		$	188,215			$	33,842			$	63,154
(Provision)/benefit for Non-U.S. income taxes:
Current		$	(30,102	)		$	5,790			$	(4,484	)
Deferred			2,045				1,239				2,784
Non-U.S. tax provision		$	(28,057	)		$	7,029			$	(1,700	)

The Company’s deferred tax assets and liabilities at December 31, 2013 and 2012, were as follows (in thousands):

		2013				2012
Deferred tax assets:
Tax/GAAP basis differences		$	50,133			$	68,623
Net operating losses			72,716				43,483
Related party deferred losses			6,214				6,214
Tax credit carryforwards			3,773				3,815
Capital loss carryforwards			3,867				647
Charitable contribution carryforwards			-				3
Non-U.S. tax/GAAP basis differences			50,920				62,548
Valuation allowance – U.S.			(25,045	)			(33,783	)
Valuation allowance – Non-U.S.			(38,667	)			(38,129	)
Total deferred tax assets			123,911				113,421
Deferred tax liabilities – U.S.			(21,302	)			(9,933	)
Deferred tax liabilities – Non-U.S.			(11,367	)			(13,263	)
Net deferred tax assets		$	91,242			$	90,225

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

As of December 31, 2013, the Company had net deferred tax assets of $91.2 million comprised of (i) $28.8 million relating to the difference between the basis of accounting for federal and state income tax reporting and GAAP reporting for real estate assets, joint ventures, and other investments, net of $21.3 million of deferred tax liabilities, (ii) $30.1 million and $17.5 million for the tax effect of net operating loss carryovers within KRS and FNC, respectively, net of a valuation allowance within FNC of $25.0 million, (iii) $6.2 million for losses deferred for federal and state income tax purposes for transactions with related parties, (iv) $3.8 million for tax credit carryovers, (v) $3.9 million for capital loss carryovers, and (vi) $0.9 million of deferred tax assets related to its investments in Canada and Latin America, net of a valuation allowance of $38.7 million and deferred tax liabilities of $11.4 million. General business tax credit carryovers of $2.5 million within KRS expire during taxable years from 2027 through 2032, and alternative minimum tax credit carryovers of $1.3 million do not expire.

The major differences between GAAP basis of accounting and the basis of accounting used for federal and state income tax reporting consist of impairment charges recorded for GAAP, but not recognized for tax purposes, depreciation and amortization, rental revenue recognized on the straight line method for GAAP, reserves for doubtful accounts, and the period in which certain gains were recognized for tax purposes, but not yet recognized under GAAP. The Company had foreign net deferred tax assets of $0.9 million, related to its operations in Canada and Latin America, which consists primarily of differences between the GAAP book basis and the basis of accounting applicable to the jurisdictions in which the Company is subject to tax.

Deferred tax assets and deferred tax liabilities are included in the caption Other assets and Other liabilities on the accompanying Consolidated Balance Sheets at December 31, 2013 and 2012. Operating losses and the valuation allowance are related primarily to the Company’s consolidation of its taxable REIT subsidiaries for accounting and reporting purposes. For the year ended December 31, 2013, KRS produced $72.6 million of net operating loss carryovers, which expire from 2030 to 2033. For the year ended December 31, 2012, KRS produced $9.5 million of taxable income and utilized $9.5 million of its $22.1 million net operating loss carryovers. At December 31, 2013 and 2012, FNC had $106.3 million and $101.3 million, respectively, of net operating loss carryovers that expire from 2021 through 2023.

During 2013, the Company determined that a reduction of $8.7 million of the valuation allowance against FNC’s deferred tax assets was deemed appropriate based on expected future taxable income. The Company maintained a valuation allowance of $25.0 million within FNC to reduce the deferred tax asset of $42.5 million related to net operating loss carryovers to the amount the Company determined is more likely than not realizable. The Company analyzed projected taxable income and the expected utilization of FNC’s remaining net operating loss carryovers and determined a partial valuation allowance was appropriate.

The Company’s investments in Latin America are made through individual entities which are subject to local taxes. The Company assesses each entity to determine if deferred tax assets are more likely than not realizable. This assessment primarily includes an analysis of cumulative earnings and the determination of future earnings to the extent necessary to fully realize the individual deferred tax asset. Based on this analysis the Company has determined that a full valuation allowance is required for entities which have a three-year cumulative book loss and for which future earnings are not readily determinable. In addition, the Company has determined that no valuation allowance is needed for entities that have three-years of cumulative book income and future earnings are anticipated to be sufficient to more likely than not realize their deferred tax assets. At December 31, 2013, the Company had total deferred tax assets of $43.7 million relating to its Latin American investments with an aggregate valuation allowance of $38.7 million.

The Company’s deferred tax assets in Canada result principally from depreciation deducted under GAAP that exceed capital cost allowances claimed under Canadian tax rules. The deferred tax asset will naturally reverse upon disposition as tax basis will be greater than the basis of the assets under generally accepted accounting principles.

As of December 31, 2013, the Company determined that no valuation allowance was needed against a $71.7 million net deferred tax asset within KRS. The Company based its determination on an analysis of both positive evidence and negative evidence using its judgment as to the relative weight of each. The Company believes, when evaluating KRS’s deferred tax assets, special consideration should be given to the unique relationship between the Company as a REIT and KRS as a taxable REIT subsidiary. This relationship exists primarily to protect the REIT’s qualification under the Code by permitting, within certain limits, the REIT to engage in certain business activities in which the REIT cannot directly participate. As such, the REIT controls which and when investments are held in, or distributed or sold from, KRS. This relationship distinguishes a REIT and taxable REIT subsidiary from an enterprise that operates as a single, consolidated corporate taxpayer. The Company will continue through this structure to operate certain business activities in KRS.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The Company’s analysis of KRS’s ability to utilize its deferred tax assets includes an estimate of future projected income. To determine future projected income, the Company scheduled KRS’s pre-tax book income and taxable income over a twenty year period taking into account its continuing operations (“Core Earnings”). Core Earnings consist of estimated net operating income for properties currently in service and generating rental income. Major lease turnover is not expected in these properties as these properties were generally constructed and leased within the past six years. The Company also included known future events in its projected income forecast. In addition, the Company can employ additional strategies to realize KRS’s deferred tax assets including transferring its property management business or selling certain built-in gain assets.

The Company’s projection of KRS’s future taxable income over twenty years, utilizing the assumptions above with respect to Core Earnings, net of related expenses, generates sufficient taxable income to absorb a reversal of the Company's deductible temporary differences, including net operating loss carryovers. Based on this analysis, the Company concluded it is more likely than not that KRS’s net deferred tax asset of $71.7 million (excluding net deferred tax assets of FNC discussed above) will be realized and therefore, no valuation allowance is needed at December 31, 2013. If future income projections do not occur as forecasted or the Company incurs additional impairment losses in excess of the amount Core Earnings can absorb, the Company will reconsider the need for a valuation allowance.

Provision/(benefit) differ from the amount computed by applying the statutory federal income tax rate to taxable income before income taxes were as follows (in thousands):

		2013				2012				2011
Federal (benefit)/provision at statutory tax rate (35%)		$	(1,697	)		$	2,936			$	12,627
State and local (benefit)/provision, net of federal benefit			(205	)			230				1,683
Acquisition of FNC			(9,126	)			-				-
Other			229				(25	)			2,195
Total tax (benefit)/provision – U.S.		$	(10,799	)		$	3,141			$	16,505

Uncertain Tax Positions:

The Company is subject to income tax in certain jurisdictions outside the U.S., principally Canada and Mexico. The statute of limitations on assessment of tax varies from three to seven years depending on the jurisdiction and tax issue. Tax returns filed in each jurisdiction are subject to examination by local tax authorities. The Company is currently under audit by the Canadian Revenue Agency, Mexican Tax Authority and the U.S. Internal Revenue Service (“IRS”). In October 2011, the IRS issued a notice of proposed adjustment, which proposes pursuant to Section 482 of the Code, to disallow a capital loss claimed by KRS on the disposition of common shares of Valad Property Ltd., an Australian publicly listed company. Because the adjustment is being made pursuant to Section 482 of the Code, the IRS may assert a 100 percent “penalty” tax pursuant to Section 857(b)(7) of the Code in lieu of disallowing the capital loss deduction. The notice of proposed adjustment indicates the IRS’ intention to impose the 100 percent “penalty” tax on the Company in the amount of $40.9 million and disallowing the capital loss claimed by KRS. The Company strongly disagrees with the IRS’ position on the application of Section 482 of the Code to the disposition of the shares, the imposition of the 100 percent “penalty” tax and the simultaneous assertion of the penalty tax and disallowance of the capital loss deduction. The Company received a Notice of Proposed Assessment and filed a written protest and requested an IRS Appeals Office conference, which has yet to be scheduled. The Company intends to vigorously defend its position in this matter and believes it will prevail.

Resolutions of these audits are not expected to have a material effect on the Company’s financial statements. As was discussed in Footnote 1 regarding new accounting pronouncements, the Company early adopted ASU 2013-11 prospectively and reclassified a portion of its reserve for uncertain tax positions. The reserve for uncertain tax positions included amounts related to the Company’s Canadian operations. The Company has unrecognized tax benefits reported as deferred tax assets and are available to settle adjustments made with respect to the Company’s uncertain tax positions in Canada. The Company reduced its reserve for uncertain tax positions by $12.3 million associated with its Canadian operations and reduced its deferred tax assets in accordance with ASU 2013-11. The Company does not believe that the total amount of unrecognized tax benefits as of December 31, 2013, will significantly increase or decrease within the next 12 months.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The liability for uncertain tax benefits principally consists of estimated foreign, federal and state income tax liabilities in years for which the statute of limitations is open. Open years range from 2007 through 2013 and vary by jurisdiction and issue. The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2013 and 2012 were as follows (in thousands):

		2013				2012
Balance, beginning of year		$	16,890			$	16,901
Increases for tax positions related to current year			15				3,079
Reductions due to lapsed statute of limitations			-				(3,090	)
Reduction due to adoption of ASU 2013-11(a)			(12,315	)			-
Balance, end of year		$	4,590			$	16,890

(a) This amount was reclassified against the related deferred tax asset relating to the Company’s early adoption of ASU 2013-11 as discussed above.

22. Accumulated Other Comprehensive Income

The following table displays the change in the components of AOCI for the year ended December 31, 2013:

		Foreign Currency Translation Adjustments				Unrealized Gains on Available-for-Sale Investments				Total
Balance as of December 31, 2012		$	(85,404	)		$	19,222			$	(66,182	)
Other comprehensive income before reclassifications			(10,668	)			16,205				5,537
Amounts reclassified from AOCI			5,095		(a)		(9,432	)	(b)		(4,337	)
Net current-period other comprehensive income			(5,573	)			6,773				1,200
Balance as of December 31, 2013		$	(90,977	)		$	25,995			$	(64,982	)

(a) Amounts were reclassified to Impairment/loss on operating properties sold, net of tax, within Discontinued operations on the Company’s Consolidated Statements of Income, as a result of the full liquidation of the Company’s investment in Brazil.

(b) Amounts were reclassified to Interest, dividends and other investment income on the Company’s Consolidated Statements of Income.

At December 31, 2013, the Company had a net $91.0 million, after noncontrolling interests of $5.6 million, of unrealized cumulative translation adjustment (“CTA”) losses relating to its investments in foreign entities. The CTA is comprised of $23.7 million of unrealized gains relating to its Canadian investments and $114.7 million of unrealized losses relating to its Latin American investments, $106.9 million of which is related to Mexico. CTA results from currency fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment. CTA amounts are subject to future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Under U.S. GAAP, the Company is required to release CTA balances into earnings when the Company has substantially liquidated its investment in a foreign entity. During 2013, the Company began selling properties within its Latin American portfolio. The Company may, in the near term, substantially liquidate all of its investments in this portfolio which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

23. Supplemental Financial Information:

The following represents the results of income, expressed in thousands except per share amounts, for each quarter during the years 2013 and 2012:

		2013 (Unaudited)
		Mar. 31				June 30				Sept. 30				Dec. 31
Revenues from rental properties (1)		$	220,558			$	225,207			$	226,536			$	238,055
Net income attributable to the Company		$	67,770			$	51,139			$	55,763			$	61,609
Net income per common share:
Basic		$	0.13			$	0.09			$	0.10			$	0.11
Diluted		$	0.13			$	0.09			$	0.10			$	0.11

		2012 (Unaudited)
		Mar. 31				June 30				Sept. 30				Dec. 31
Revenues from rental properties (1)		$	203,208			$	208,648			$	208,130			$	216,895
Net income attributable to the Company		$	53,638			$	69,112			$	54,941			$	88,382
Net income per common share:
Basic		$	0.09			$	0.12			$	0.07			$	0.14
Diluted		$	0.09			$	0.12			$	0.07			$	0.14

(1) All periods have been adjusted to reflect the impact of operating properties sold during 2013 and 2012 and properties classified as held-for-sale as of December 31, 2013, which are reflected in the caption Discontinued operations on the accompanying Consolidated Statements of Income.

Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $10.8 million and $16.4 million of billed accounts receivable at December 31, 2013 and 2012, respectively. Additionally, Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of $23.4 million and $22.8 million of straight-line rent receivable at December 31, 2013 and 2012, respectively.

24. Pro Forma Financial Information (Unaudited):

As discussed in Notes 3, 4 and 5, the Company and certain of its subsidiaries acquired and disposed of interests in certain operating properties during 2013. The pro forma financial information set forth below is based upon the Company's historical Consolidated Statements of Income for the years ended December 31, 2013 and 2012, adjusted to give effect to these transactions at the beginning of 2012 and 2011, respectively.

The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been had the transactions occurred at the beginning of 2012, nor does it purport to represent the results of income for future periods. (Amounts presented in millions, except per share figures.)

		Year ended December 31,
		2013				2012
Revenues from rental properties		$	938.8			$	914.0
Net income		$	293.6			$	240.4
Net income available to the Company’s common shareholders		$	230.1			$	131.5
Net income attributable to the Company’s common shareholders per common share:
Basic		$	0.56			$	0.32
Diluted		$	0.56			$	0.32

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

For Years Ended December 31, 2013, 2012 and 2011

(in thousands)

		Balance at beginning of period				Charged to expenses				Adjustments to valuation accounts				Deductions				Balance at end of period
Year Ended December 31, 2013
Allowance for uncollectable accounts		$	16,402			$	3,521			$	-			$	(9,152	)		$	10,771
Allowance for deferred tax asset		$	71,912			$	-			$	(8,200	)		$	-			$	63,712
Year Ended December 31, 2012
Allowance for uncollectable accounts		$	18,059			$	6,309			$	-			$	(7,966	)		$	16,402
Allowance for deferred tax asset		$	66,520			$	-			$	5,392			$	-			$	71,912
Year Ended December 31, 2011
Allowance for uncollectable accounts		$	15,712			$	7,027			$	-			$	(4,680	)		$	18,059
Allowance for deferred tax asset		$	43,596			$	-			$	22,924			$	-			$	66,520

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

		INITIAL COST																												TOTAL COST,
		LAND				BUILDING & IMPROVEMENT				SUBSEQUENT TO ACQUISITION				LAND				BUILDING & IMPROVEMENT				TOTAL				ACCUMULATED DEPRECIATION				NET OF ACCUMULATED DEPRECIATION				ENCUMBRANCES				DATE OF ACQUISITION (A)				DATE OF CONSTRUCTION (C)
GLENN SQUARE			3,306,779				-				51,674,821				3,306,779				51,674,821				54,981,600				4,370,189				50,611,411				-								2006
THE GROVE			18,951,763				6,403,809				28,549,447				15,575,865				38,329,154				53,905,019				3,847,084				50,057,935				-								2007
CHANDLER AUTO MALLS			9,318,595				-				(5,581,690	)			3,383,972				352,934				3,736,905				16,488				3,720,417				-								2004
EL MIRAGE			6,786,441				503,987				130,064				6,786,441				634,051				7,420,492				32,005				7,388,486				-								2008
TALAVI TOWN CENTER			8,046,677				17,291,542				(12,227	)			8,046,677				17,279,315				25,325,992				8,896,882				16,429,110				-				2007
MESA PAVILLIONS			6,060,018				35,955,005				(492,627	)			6,060,018				35,462,377				41,522,396				5,383,952				36,138,444				-				2009
MESA RIVERVIEW			15,000,000				-				140,122,436				307,992				154,814,444				155,122,436				34,101,738				121,020,699				-								2005
MESA PAVILLIONS - SOUTH			-				148,508				15,299				-				163,807				163,807				50,350				113,457				-				2011
METRO SQUARE			4,101,017				16,410,632				520,771				4,101,017				16,931,403				21,032,420				6,957,858				14,074,561				-				1998
HAYDEN PLAZA NORTH			2,015,726				4,126,509				5,013,176				2,015,726				9,139,685				11,155,411				3,297,611				7,857,800				-				1998
PHOENIX, COSTCO			5,324,501				21,269,943				1,058,803				4,577,869				23,075,378				27,653,247				6,540,439				21,112,809				-				1998
PHOENIX			2,450,341				9,802,046				1,279,140				2,450,341				11,081,186				13,531,527				4,704,745				8,826,783				-				1997
PINACLE PEAK- N. CANYON RANCH			1,228,000				8,774,694				20,500				1,228,000				8,795,194				10,023,194				2,368,679				7,654,516				1,465,751				2009
VILLAGE CROSSROADS			5,662,554				24,981,223				191,347				5,662,554				25,172,569				30,835,123				1,997,069				28,838,054				-				2011
NORTH VALLEY			6,861,564				18,200,901				2,506,343				3,861,272				23,707,536				27,568,808				2,050,620				25,518,188				15,880,204				2011
ASANTE RETAIL CENTER			8,702,635				3,405,683				2,865,559				11,039,472				3,934,405				14,973,877				184,842				14,789,035				-								2004
SURPRISE II			4,138,760				94,572				1,035				4,138,760				95,607				4,234,367				4,957				4,229,410				-								2008
BELL CAMINO CENTER			2,427,465				6,439,065				5,670				2,427,465				6,444,735				8,872,200				738,163				8,134,037				-				2012
COLLEGE PARK SHOPPING CENTER			3,276,951				7,741,323				37,614				3,276,951				7,778,937				11,055,888				798,710				10,257,178				-				2011
ALHAMBRA, COSTCO			4,995,639				19,982,557				386,403				4,995,639				20,368,960				25,364,599				8,225,601				17,138,998				-				1998
MADISON PLAZA			5,874,396				23,476,190				1,348,322				5,874,396				24,824,512				30,698,908				9,621,069				21,077,839				-				1998
CHULA VISTA, COSTCO			6,460,743				25,863,153				11,708,418				6,460,743				37,571,571				44,032,314				12,963,207				31,069,107				-				1998
CORONA HILLS, COSTCO			13,360,965				53,373,453				6,447,588				13,360,965				59,821,041				73,182,006				24,088,642				49,093,365				-				1998
LABAND VILLAGE SC			5,600,000				13,289,347				30,712				5,607,237				13,312,823				18,920,060				5,392,054				13,528,006				8,500,000				2008
CUPERTINO VILLAGE			19,886,099				46,534,919				5,895,874				19,886,099				52,430,793				72,316,892				15,887,947				56,428,944				32,874,346				2006
CHICO CROSSROADS			9,975,810				30,534,524				1,072,974				9,987,652				31,595,657				41,583,309				6,562,580				35,020,729				24,182,986				2008
CORONA HILLS MARKETPLACE			9,727,446				24,778,390				271,670				9,727,446				25,050,060				34,777,506				6,812,566				27,964,940				-				2007
RIVER PARK SHOPPING CENTER			4,324,000				18,018,653				1,136,480				4,324,000				19,155,133				23,479,133				2,516,334				20,962,799				-				2009
GOLD COUNTRY CENTER			3,272,212				7,864,878				37,687				3,278,290				7,896,487				11,174,777				2,490,567				8,684,210				6,809,417				2008
LA MIRADA THEATRE CENTER			8,816,741				35,259,965				(6,599,281	)			6,888,680				30,588,745				37,477,425				11,945,216				25,532,208				-				1998
KENNETH HAHN PLAZA			4,114,863				7,660,855				464,750				4,114,863				8,125,606				12,240,469				2,544,322				9,696,146				6,000,000				2010
NOVATO FAIR S.C.			9,259,778				15,599,790				159,789				9,259,778				15,759,579				25,019,357				3,387,210				21,632,146				-				2009
SOUTH NAPA MARKET PLACE			1,100,000				22,159,086				6,838,973				1,100,000				28,998,059				30,098,059				12,017,348				18,080,711				-				2006
PLAZA DI NORTHRIDGE			12,900,000				40,574,842				(557,376	)			12,900,000				40,017,466				52,917,466				12,124,327				40,793,139				-				2005
POWAY CITY CENTRE			5,854,585				13,792,470				7,773,023				7,247,814				20,172,265				27,420,078				6,642,547				20,777,531				-				2005
REDWOOD CITY			2,552,000				6,215,168				-				2,552,000				6,215,168				8,767,168				679,877				8,087,291				-				2009
TYLER STREET			3,020,883				7,811,339				102,113				3,200,516				7,733,819				10,934,335				2,624,746				8,309,589				6,554,863				2008
SANTA ANA, HOME DEPOT			4,592,364				18,345,257				-				4,592,364				18,345,257				22,937,622				7,418,952				15,518,670				-				1998
SAN/DIEGO CARMEL MOUNTAIN			5,322,600				8,873,991				28,508				5,322,600				8,902,499				14,225,099				1,603,403				12,621,695				-				2009
FULTON MARKET PLACE			2,966,018				6,920,710				927,435				2,966,018				7,848,145				10,814,163				2,533,784				8,280,379				-				2005
MARIGOLD SC			15,300,000				25,563,978				3,406,660				15,300,000				28,970,638				44,270,638				13,301,671				30,968,968				-				2005
CANYON SQUARE PLAZA			2,648,112				13,876,095				27,200				2,648,112				13,903,294				16,551,406				619,876				15,931,530				14,286,874				2013
BLACK MOUNTAIN VILLAGE			4,678,015				11,913,344				130,330				4,678,015				12,043,674				16,721,688				3,478,764				13,242,924				-				2007
CITY HEIGHTS			10,687,472				28,324,896				(942,917	)			13,908,563				24,160,888				38,069,451				762,646				37,306,805				21,347,022				2012
SANTEE TROLLEY SQUARE			40,208,683				62,204,580				-				40,208,683				62,204,580				102,413,263				4,532,733				97,880,530				-				2013
TRUCKEE CROSSROADS			2,140,000				8,255,753				925,899				2,140,000				9,181,653				11,321,653				4,911,520				6,410,133				3,052,866				2006
WESTLAKE SHOPPING CENTER			16,174,307				64,818,562				96,519,331				16,174,307				161,337,893				177,512,199				34,685,238				142,826,962				-				2002
SAVI RANCH			7,295,646				29,752,511				(0	)			7,295,646				29,752,511				37,048,157				1,606,492				35,441,665				-				2012
VILLAGE ON THE PARK			2,194,463				8,885,987				5,619,852				2,194,463				14,505,839				16,700,302				4,859,184				11,841,118				-				1998
AURORA QUINCY			1,148,317				4,608,249				988,825				1,148,317				5,597,074				6,745,391				2,202,945				4,542,447				-				1998
AURORA EAST BANK			1,500,568				6,180,103				779,217				1,500,568				6,959,320				8,459,888				2,980,655				5,479,233				-				1998
NORTHRIDGE SHOPPING CENTER			4,932,690				16,496,175				-				4,932,690				16,496,175				21,428,865				140,769				21,288,097				12,093,500				2013
SPRING CREEK COLORADO			1,423,260				5,718,813				798,280				1,423,260				6,517,092				7,940,353				2,757,381				5,182,972				-				1998
DENVER WEST 38TH STREET			161,167				646,983				-				161,167				646,983				808,150				264,026				544,124				-				1998
ENGLEWOOD PHAR MOR			805,837				3,232,650				276,227				805,837				3,508,877				4,314,714				1,469,180				2,845,534				-				1998
FORT COLLINS S.C.			1,253,497				7,625,278				1,599,608				1,253,497				9,224,886				10,478,382				2,941,824				7,536,558				-				2000
GREELEY COMMONS			3,313,095				20,069,559				62,366				3,313,095				20,131,925				23,445,020				1,212,213				22,232,807				-				2012
HIGHLANDS RANCH VILLAGE S.C.			8,135,427				21,579,936				(932,293	)			5,337,081				23,445,989				28,783,070				1,560,382				27,222,688				20,300,535				2011
VILLAGE CENTER WEST			2,010,519				8,361,084				6,815				2,010,519				8,367,899				10,378,418				675,979				9,702,440				6,047,869				2011
HIGHLANDS RANCH II			3,514,837				11,755,916				-				3,514,837				11,755,916				15,270,753				322,265				14,948,488				-				2013
HERITAGE WEST			1,526,576				6,124,074				774,090				1,526,576				6,898,164				8,424,740				2,662,424				5,762,316				-				1998
MARKET AT SOUTHPARK			9,782,769				20,779,522				(40,664	)			9,782,769				20,738,858				30,521,627				1,835,409				28,686,218				-				2011
WEST FARM SHOPPING CENTER			5,805,969				23,348,024				5,883,929				5,805,969				29,231,953				35,037,922				9,661,746				25,376,175				-				1998
N.HAVEN, HOME DEPOT			7,704,968				30,797,640				1,071,163				7,704,968				31,868,803				39,573,771				12,631,026				26,942,745				-				1998
WATERBURY			2,253,078				9,017,012				653,224				2,253,078				9,670,236				11,923,314				4,884,227				7,039,087				-				1993
WILTON RIVER PARK SHOPPING CTR			7,154,585				27,509,279				(439,148	)			7,154,585				27,070,131				34,224,716				1,254,760				32,969,955				19,597,806				2012
BRIGHT HORIZONS			1,211,748				4,610,610				9,499				1,211,748				4,620,109				5,831,857				219,625				5,612,232				1,735,472				2012
WILTON CAMPUS			10,168,872				31,893,016				566,245				10,168,872				32,459,261				42,628,133				2,213,758				40,414,375				36,469,045				2013
DOVER			122,741				66,738				4,011,220				3,024,375				1,176,324				4,200,699				77,491				4,123,208				-				2003
ELSMERE			-				3,185,642				2,714,547				-				5,900,189				5,900,189				3,301,414				2,598,775				-								1979
AUBURNDALE			751,315				-				(326,315	)			425,000				-				425,000				-				425,000				-				2009
BOCA RATON			573,875				2,295,501				1,785,107				733,875				3,920,608				4,654,483				2,145,471				2,509,012				-				1992
BAYSHORE GARDENS, BRADENTON FL			2,901,000				11,738,955				1,264,703				2,901,000				13,003,658				15,904,658				5,241,954				10,662,704				-				1998
CORAL SPRINGS			710,000				2,842,907				3,850,001				710,000				6,692,908				7,402,908				2,904,921				4,497,987				-				1994
CORAL SPRINGS			1,649,000				6,626,301				447,696				1,649,000				7,073,997				8,722,997				2,985,199				5,737,798				-				1997
CURLEW CROSSING S.C.			5,315,955				12,529,467				1,844,125				5,315,955				14,373,592				19,689,547				3,959,109				15,730,438				-				2005
EAST ORLANDO			491,676				1,440,000				4,604,015				1,007,882				5,527,809				6,535,691				2,440,458				4,095,233				-								1971
FT.LAUDERDALE/CYPRESS CREEK			14,258,760				28,042,390				2,055,750				14,258,760				30,098,139				44,356,899				5,543,855				38,813,044				-				2009
HOMESTEAD			150,000				-				-				150,000				-				150,000				-				150,000				-				2013
OAKWOOD BUSINESS CTR-BLDG 1			6,792,500				18,662,565				1,330,782				6,792,500				19,993,347				26,785,847				3,615,645				23,170,202				-				2009
SHOPPES AT AMELIA CONCOURSE			7,600,000				-				8,987,554				1,138,216				15,449,338				16,587,554				1,652,430				14,935,123				-								2003
AVENUES WALKS			26,984,546				-				49,446,351				33,225,306				43,205,591				76,430,897				-				76,430,897				-								2005
RIVERPLACE SHOPPING CTR.			7,503,282				31,011,027				(404,691	)			7,200,050				30,909,568				38,109,618				4,933,392				33,176,226				-				2010
MERCHANTS WALK			2,580,816				10,366,090				6,138,693				2,580,816				16,504,783				19,085,599				4,657,279				14,428,321				-				2001
LARGO			293,686				792,119				1,620,990				293,686				2,413,109				2,706,795				2,037,435				669,360				-								1968
LEESBURG			-				171,636				193,651				-				365,287				365,287				312,246				53,041				-								1969
LARGO EAST BAY			2,832,296				11,329,185				2,237,056				2,832,296				13,566,241				16,398,537				8,683,264				7,715,272				-				1992
LAUDERHILL			1,002,733				2,602,415				12,664,122				1,774,443				14,494,827				16,269,270				9,322,424				6,946,846				-								1974

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

		INITIAL COST																												TOTAL COST,
		LAND				BUILDING & IMPROVEMENT				SUBSEQUENT TO ACQUISITION				LAND				BUILDING & IMPROVEMENT				TOTAL				ACCUMULATED DEPRECIATION				NET OF ACCUMULATED DEPRECIATION				ENCUMBRANCES				DATE OF ACQUISITION (A)				DATE OF CONSTRUCTION (C)
THE GROVES			1,676,082				6,533,681				(1,347,648	)			2,606,246				4,255,869				6,862,115				1,309,820				5,552,295				-				2006
LAKE WALES			601,052				-				-				601,052				-				601,052				-				601,052				-				2009
MELBOURNE			-				1,754,000				2,666,332				-				4,420,332				4,420,332				2,992,521				1,427,812				-								1968
GROVE GATE			365,893				1,049,172				1,207,100				365,893				2,256,272				2,622,165				1,892,172				729,994				-								1968
CHEVRON OUTPARCEL			530,570				1,253,410				-				530,570				1,253,410				1,783,980				187,815				1,596,165				-				2010
NORTH MIAMI			732,914				4,080,460				10,926,161				732,914				15,006,621				15,739,535				8,186,878				7,552,657				6,067,224				1985
MILLER ROAD			1,138,082				4,552,327				4,291,936				1,138,082				8,844,263				9,982,345				5,464,317				4,518,028				-				1986
MARGATE			2,948,530				11,754,120				7,957,087				2,948,530				19,711,207				22,659,737				8,450,959				14,208,778				-				1993
MT. DORA			1,011,000				4,062,890				453,924				1,011,000				4,516,814				5,527,814				1,814,676				3,713,138				-				1997
KENDALE LAKES PLAZA			18,491,461				28,496,001				(2,721,449	)			15,362,227				28,903,785				44,266,012				4,758,535				39,507,477				-				2009
PLANTATION CROSSING			7,524,800				-				10,698,362				6,929,857				11,293,306				18,223,162				1,459,674				16,763,489				-								2005
MILTON, FL			1,275,593				-				-				1,275,593				-				1,275,593				-				1,275,593				-				2007
FLAGLER PARK			26,162,980				80,737,041				1,740,211				26,162,980				82,477,253				108,640,233				15,952,323				92,687,910				24,968,949				2007
PARK HILL PLAZA			10,763,612				19,264,248				52,498				10,891,930				19,188,427				30,080,358				2,254,863				27,825,495				7,989,708				2011
WINN DIXIE-MIAMI			2,989,640				9,410,360				-				2,989,640				9,410,360				12,400,000				18,994				12,381,006				-				2013
MARATHON SHOPPING CENTER			2,412,929				8,069,450				-				2,412,929				8,069,450				10,482,379				22,953				10,459,426				-				2013
SODO S.C.			-				68,139,271				7,355,768				-				75,495,039				75,495,039				8,758,607				66,736,432				-				2008
RENAISSANCE CENTER			9,104,379				36,540,873				6,574,803				9,122,758				43,097,297				52,220,055				18,357,952				33,862,102				-				1998
ORLANDO			560,800				2,268,112				3,203,429				580,030				5,452,310				6,032,341				2,333,733				3,698,608				-				1996
OCALA			1,980,000				7,927,484				9,983,112				1,980,000				17,910,596				19,890,596				7,164,545				12,726,050				-				1997
MILLENIA PLAZA PHASE II			7,711,000				20,702,992				470,545				7,698,200				21,186,337				28,884,537				6,338,367				22,546,170				-				2009
GRAND OAKS VILLAGE			7,409,319				19,653,869				(811,190	)			5,846,339				20,405,659				26,251,998				1,813,565				24,438,433				6,189,665				2011
GONZALEZ			1,620,203				-				40,689				954,876				706,016				1,660,892				78,446				1,582,446				-				2007
POMPANO BEACH			10,516,500				1,134,633				530,900				10,516,500				1,665,533				12,182,033				29,709				12,152,324				-				2012
UNIVERSITY TOWN CENTER			5,515,265				13,041,400				188,826				5,515,265				13,230,226				18,745,491				1,020,549				17,724,942				-				2011
PALM BEACH GARDENS			2,764,953				11,059,812				396,704				2,764,953				11,456,516				14,221,469				884,785				13,336,684				-				2009
ST. PETERSBURG			-				917,360				1,266,811				-				2,184,171				2,184,171				1,154,235				1,029,937				-								1968
TUTTLE BEE SARASOTA			254,961				828,465				1,806,633				254,961				2,635,098				2,890,059				2,060,537				829,522				-				2008
SOUTH EAST SARASOTA			1,283,400				5,133,544				3,400,091				1,399,525				8,417,510				9,817,035				5,137,174				4,679,862				-				1989
STUART			2,109,677				8,415,323				1,725,441				2,109,677				10,140,764				12,250,441				4,845,003				7,405,438				-				1994
SOUTH MIAMI			1,280,440				5,133,825				3,087,209				1,280,440				8,221,034				9,501,474				3,661,657				5,839,816				-				1995
WINN DIXIE-ST. AUGUSTINE			1,543,040				4,856,960				-				1,543,040				4,856,960				6,400,000				9,803				6,390,197				-				2013
TAMPA			5,220,445				16,884,228				2,599,727				5,220,445				19,483,955				24,704,400				7,517,981				17,186,418				-				1997
VILLAGE COMMONS S.C.			2,192,331				8,774,158				2,736,462				2,192,331				11,510,619				13,702,951				4,266,457				9,436,494				-				1998
MISSION BELL SHOPPING CENTER			5,056,426				11,843,119				8,681,467				5,067,033				20,513,979				25,581,013				5,333,203				20,247,810				-				2004
VILLAGE COMMONS S.C.			2,026,423				5,106,476				257,096				2,026,423				5,363,572				7,389,995				540,857				6,849,138				-				2013
WINN DIXIE-TALLAHASSEE			1,253,720				3,946,280				-				1,253,720				3,946,280				5,200,000				7,965				5,192,035				-				2013
WEST PALM BEACH			550,896				2,298,964				1,426,083				550,896				3,725,047				4,275,943				1,662,525				2,613,418				-				1995
CROSS COUNTRY PLAZA			16,510,000				18,264,427				648,216				16,510,000				18,912,643				35,422,643				3,054,065				32,368,578				-				2009
AUGUSTA			1,482,564				5,928,122				2,203,619				1,482,564				8,131,741				9,614,305				3,593,945				6,020,360				-				1995
MARKET AT HAYNES BRIDGE			4,880,659				21,549,424				525,203				4,889,863				22,065,423				26,955,286				4,850,693				22,104,593				15,412,434				2008
EMBRY VILLAGE			18,147,054				33,009,514				202,211				18,160,524				33,198,255				51,358,779				7,678,516				43,680,263				29,624,159				2008
VILLAGE SHOPPES-FLOWERY BRANCH			4,444,148				10,510,657				100,958				4,444,148				10,611,615				15,055,763				1,098,830				13,956,933				-				2011
LAWRENCEVILLE MARKET			8,878,266				29,691,191				-				8,878,266				29,691,191				38,569,458				-				38,569,458				-				2013
FIVE FORKS CROSSING			2,363,848				7,906,257				-				2,363,848				7,906,257				10,270,105				132,913				10,137,192				-				2013
SAVANNAH			2,052,270				8,232,978				2,824,430				2,052,270				11,057,408				13,109,678				5,412,858				7,696,820				-				1993
CHATHAM PLAZA			13,390,238				35,115,882				1,091,210				13,403,262				36,194,068				49,597,331				10,198,595				39,398,736				28,383,188				2008
CLIVE			500,525				2,002,101				-				500,525				2,002,101				2,502,626				919,769				1,582,857				-				1996
METRO CROSSING			3,013,647				-				35,650,722				1,514,916				37,149,453				38,664,369				2,985,788				35,678,581				-								2006
SOUTHDALE SHOPPING CENTER			1,720,330				6,916,294				3,760,738				1,720,330				10,677,032				12,397,362				3,656,823				8,740,539				-				1999
DES MOINES			500,525				2,559,019				37,079				500,525				2,596,098				3,096,623				1,167,606				1,929,017				-				1996
DUBUQUE			-				2,152,476				239,217				-				2,391,693				2,391,693				923,005				1,468,688				-				1997
WATERLOO			500,525				2,002,101				2,869,100				500,525				4,871,201				5,371,726				3,250,919				2,120,807				-				1996
NAMPA (HORSHAM) FUTURE DEV.			6,501,240				-				10,300,062				9,659,164				7,142,138				16,801,302				403,662				16,397,640				-								2005
AURORA, N. LAKE			2,059,908				9,531,721				308,208				2,059,908				9,839,929				11,899,837				3,882,795				8,017,042				-				1998
BLOOMINGTON			805,521				2,222,353				4,246,390				805,521				6,468,743				7,274,264				4,302,303				2,971,960				-								1972
BELLEVILLE S.C.			-				5,372,253				1,255,387				1,161,195				5,466,445				6,627,640				2,137,694				4,489,945				-				1998
BRADLEY			500,422				2,001,687				424,877				500,422				2,426,564				2,926,986				1,087,158				1,839,828				-				1996
CALUMET CITY			1,479,217				8,815,760				13,656,577				1,479,216				22,472,338				23,951,554				5,854,832				18,096,722				-				1997
COUNTRYSIDE			-				4,770,671				(4,531,252	)			95,647				143,772				239,419				81,600				157,819				-				1997
CHICAGO			-				2,687,046				871,802				-				3,558,848				3,558,848				1,501,984				2,056,863				-				1997
CHAMPAIGN, NEIL ST.			230,519				1,285,460				725,493				230,519				2,010,953				2,241,472				868,425				1,373,047				-				1998
ELSTON			1,010,374				5,692,212				498,828				1,010,374				6,191,040				7,201,414				2,262,425				4,938,989				-				1997
CRYSTAL LAKE, NW HWY			179,964				1,025,811				564,039				180,269				1,589,545				1,769,814				527,848				1,241,966				-				1998
108 WEST GERMANIA PLACE			2,393,894				7,366,681				152,028				2,393,894				7,518,709				9,912,603				473,379				9,439,223				-				2008
DOWNERS PARK PLAZA			2,510,455				10,164,494				1,039,162				2,510,455				11,203,656				13,714,111				4,390,270				9,323,842				-				1999
DOWNER GROVE			811,778				4,322,956				3,348,460				811,778				7,671,416				8,483,194				2,644,188				5,839,006				-				1997
ELGIN			842,555				2,108,674				1,802,066				500,927				4,252,368				4,753,295				2,998,023				1,755,273				-								1972
FOREST PARK			-				2,335,884				154,213				-				2,490,097				2,490,097				981,835				1,508,262				-				1997
FAIRVIEW HTS, BELLVILLE RD.			-				11,866,880				7,936,933				-				19,803,813				19,803,813				5,278,481				14,525,331				-				1998
BELLEVILLE ROAD S.C..-fee			1,900,000				-				-				1,900,000				-				1,900,000				-				1,900,000				-				2011
GENEVA			500,422				12,917,712				33,551				500,422				12,951,263				13,451,685				5,254,145				8,197,540				-				1996
SHOPS AT KILDEER			5,259,542				28,141,501				337,932				5,259,542				28,479,434				33,738,976				1,154,072				32,584,904				32,098,597				2013
LAKE ZURICH PLAZA			1,890,319				2,649,381				63,057				1,890,319				2,712,438				4,602,757				509,091				4,093,666				-				2005
MT. PROSPECT			1,017,345				6,572,176				4,016,735				1,017,345				10,588,911				11,606,256				4,673,716				6,932,540				-				1997
MUNDELEIN, S. LAKE			1,127,720				5,826,129				77,350				1,129,634				5,901,565				7,031,199				2,347,752				4,683,447				-				1998
NORRIDGE			-				2,918,315				-				-				2,918,315				2,918,315				1,211,645				1,706,670				-				1997
NAPERVILLE			669,483				4,464,998				456,947				669,483				4,921,945				5,591,428				1,880,260				3,711,169				-				1997
MARKETPLACE OF OAKLAWN			-				678,668				25,343				-				704,011				704,011				668,138				35,873				-				1998
ORLAND PARK, S. HARLEM			476,972				2,764,775				(2,694,903	)			87,998				458,846				546,844				176,193				370,651				-				1998
OAK LAWN			1,530,111				8,776,631				588,483				1,530,111				9,365,115				10,895,225				3,864,155				7,031,070				-				1997
OAKBROOK TERRACE			1,527,188				8,679,108				3,298,212				1,527,188				11,977,320				13,504,508				4,590,529				8,913,979				-				1997
PEORIA			-				5,081,290				2,403,560				-				7,484,850				7,484,850				7,474,693				10,157				-				1997
FREESTATE BOWL			252,723				998,099				(485,425	)			252,723				512,674				765,396				123,522				641,875				-				2003
ROCKFORD CROSSING			4,575,990				11,654,022				(577,091	)			4,583,005				11,069,916				15,652,921				2,247,380				13,405,540				9,932,882				2008
ROUND LAKE BEACH PLAZA			790,129				1,634,148				587,575				790,129				2,221,723				3,011,852				353,533				2,658,319				-				2005
SKOKIE			-				2,276,360				9,488,382				2,628,440				9,136,303				11,764,742				2,981,605				8,783,138				-				1997
KRC STREAMWOOD			181,962				1,057,740				216,585				181,962				1,274,324				1,456,287				476,714				979,573				-				1998

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

		INITIAL COST																												TOTAL COST,
		LAND				BUILDING & IMPROVEMENT				SUBSEQUENT TO ACQUISITION				LAND				BUILDING & IMPROVEMENT				TOTAL				ACCUMULATED DEPRECIATION				NET OF ACCUMULATED DEPRECIATION				ENCUMBRANCES				DATE OF ACQUISITION (A)				DATE OF CONSTRUCTION (C)
HAWTHORN HILLS SQUARE			6,783,928				33,033,624				2,230,045				6,783,928				35,263,669				42,047,596				1,583,513				40,464,084				20,964,079				2012
WOODGROVE FESTIVAL			5,049,149				20,822,993				4,243,714				4,805,866				25,309,991				30,115,856				9,965,994				20,149,862				-				1998
WAUKEGAN PLAZA			349,409				883,975				2,276,671				349,409				3,160,646				3,510,055				318,474				3,191,581				-				2005
GREENWOOD			423,371				1,883,421				7,316,996				1,801,822				7,821,966				9,623,788				3,409,197				6,214,592				-								1970
SOUTH BEND, S. HIGH ST.			183,463				1,070,401				196,857				183,463				1,267,258				1,450,721				479,920				970,802				-				1998
OVERLAND PARK			1,183,911				6,335,308				142,374				1,185,906				6,475,686				7,661,593				2,524,866				5,136,726				-				1998
BELLEVUE			405,217				1,743,573				247,204				405,217				1,990,776				2,395,994				1,847,887				548,107				-				1976
LEXINGTON			1,675,031				6,848,209				5,773,377				1,551,079				12,745,538				14,296,617				6,335,735				7,960,882				-				1993
HAMMOND AIR PLAZA			3,813,873				15,260,609				7,227,023				3,813,873				22,487,632				26,301,505				7,984,040				18,317,464				-				1997
WINN DIXIE-BATON ROUGE			1,229,610				3,870,390				-				1,229,610				3,870,390				5,100,000				6,646				5,093,354				-				2013
CENTRE AT WESTBANK			9,554,230				24,401,082				861,931				9,564,644				25,252,599				34,817,243				6,647,357				28,169,886				18,600,000				2008
LAFAYETTE			2,115,000				8,508,218				10,566,842				3,678,274				17,511,786				21,190,060				7,015,776				14,174,284				-				1997
PRIEN LAKE			6,426,167				15,181,072				(109,020	)			6,341,896				15,156,323				21,498,219				3,277,316				18,220,903				15,766,898				2010
PRIEN LAKE PLAZA OUTPARCEL			540,000				1,260,000				-				540,000				1,260,000				1,800,000				39,900				1,760,100				-				2012
AMBASSADOR PLAZA			1,803,672				4,260,966				(6,701	)			1,796,972				4,260,966				6,057,938				922,496				5,135,442				4,537,575				2010
BAYOU WALK			4,586,895				10,836,007				153,992				4,586,326				10,990,568				15,576,894				2,368,552				13,208,343				12,493,908				2010
EAST SIDE PLAZA			3,295,799				7,785,942				353,892				3,295,635				8,139,998				11,435,633				1,697,110				9,738,522				8,674,954				2010
WINN DIXIE-WALKER			1,060,840				3,339,160				-				1,060,840				3,339,160				4,400,000				6,740				4,393,260				-				2013
GREAT BARRINGTON			642,170				2,547,830				7,315,207				751,124				9,754,083				10,505,207				4,141,684				6,363,523				-				1994
SHREWSBURY SHOPPING CENTER			1,284,168				5,284,853				5,044,733				1,284,168				10,329,586				11,613,754				3,349,104				8,264,649				-				2000
PUTTY HILL PLAZA			4,192,152				11,112,111				83,446				4,192,152				11,195,557				15,387,709				507,077				14,880,632				9,138,792				2013
SNOWDEN SQUARE S.C.			1,929,402				4,557,934				-				1,929,402				4,557,934				6,487,336				185,214				6,302,122				-				2012
WILDE LAKE			1,468,038				5,869,862				11,035,925				2,577,073				15,796,752				18,373,824				3,149,612				15,224,212				-				2002
CLINTON BANK BUILDING			82,967				362,371				-				82,967				362,371				445,338				238,143				207,195				-				2003
CLINTON BOWL			39,779				130,716				4,247				38,779				135,963				174,742				75,120				99,622				-				2003
TJMAXX			1,279,200				2,870,800				12,215,685				4,597,200				11,768,485				16,365,685				561,828				15,803,857				-				2011
COLUMBIA CROSSING II SHOP.CTR.			3,137,628				19,868,075				-				3,137,628				19,868,075				23,005,703				927,530				22,078,173				-				2013
VILLAGES AT URBANA			3,190,074				6,067				10,496,574				4,828,774				8,863,942				13,692,715				985,685				12,707,031				-				2003
GAITHERSBURG			244,890				6,787,534				230,545				244,890				7,018,079				7,262,969				2,549,481				4,713,489				-				1999
SHAWAN PLAZA			4,466,000				20,222,367				(857,895	)			4,466,000				19,364,472				23,830,472				8,500,106				15,330,366				7,523,895				2008
LAUREL			349,562				1,398,250				1,598,933				349,562				2,997,183				3,346,745				1,371,179				1,975,566				-				1995
LAUREL			274,580				1,100,968				434,562				274,580				1,535,531				1,810,110				1,384,389				425,721				-								1972
OWINGS MILLS PLAZA			303,911				1,370,221				(503,247	)			303,911				866,973				1,170,885				106,811				1,064,073				-				2005
PERRY HALL			3,339,309				12,377,339				938,707				3,339,309				13,316,046				16,655,355				5,914,698				10,740,657				-				2003
CENTRE COURT-RETAIL/BANK			1,035,359				7,785,830				(29,007	)			1,035,359				7,756,823				8,792,182				673,964				8,118,218				2,586,223				2011
CENTRE COURT-GIANT			3,854,099				12,769,628				-				3,854,099				12,769,628				16,623,727				993,572				15,630,155				7,320,245				2011
CENTRE COURT-OLD COURT/COURTYD			2,279,177				5,284,577				-				2,279,177				5,284,577				7,563,754				549,048				7,014,706				5,201,109				2011
TIMONIUM SHOPPING CENTER			6,000,000				24,282,998				16,750,746				7,331,195				39,702,549				47,033,744				17,124,265				29,909,478				-				2003
TOWSON PLACE			43,886,876				101,764,931				261,321				43,270,792				102,642,337				145,913,128				7,599,589				138,313,539				-				2012
WALDORF BOWL			225,099				739,362				84,327				235,099				813,688				1,048,787				435,235				613,552				-				2003
WALDORF FIRESTONE			57,127				221,621				-				57,127				221,621				278,749				130,990				147,759				-				2003
BANGOR, ME			403,833				1,622,331				93,752				403,833				1,716,083				2,119,916				527,748				1,592,168				-				2001
MALLSIDE PLAZA			6,930,996				18,148,727				188,628				6,939,589				18,328,761				25,268,351				5,298,822				19,969,529				14,509,793				2008
STROUDWATER STREET			1,250,000				-				-				1,250,000				-				1,250,000				-				1,250,000				-				2013
CLAWSON			1,624,771				6,578,142				8,738,369				1,624,771				15,316,511				16,941,282				5,742,173				11,199,109				-				1993
WHITE LAKE			2,300,050				9,249,607				2,210,968				2,300,050				11,460,575				13,760,625				5,115,995				8,644,630				-				1996
CANTON TWP PLAZA			163,740				926,150				5,249,730				163,740				6,175,879				6,339,620				829,157				5,510,463				-				2005
CLINTON TWP PLAZA			175,515				714,279				1,147,275				59,450				1,977,619				2,037,068				597,598				1,439,470				-				2005
FARMINGTON			1,098,426				4,525,723				2,657,433				1,098,426				7,183,156				8,281,582				3,642,670				4,638,911				-				1993
FLINT - VACANT LAND			101,424				-				-				101,424				-				101,424				-				101,424				-				2012
LIVONIA			178,785				925,818				1,194,933				178,785				2,120,751				2,299,536				1,368,423				931,114				-								1968
MUSKEGON			391,500				958,500				1,026,581				391,500				1,985,081				2,376,581				1,654,781				721,800				-				1985
OKEMOS PLAZA			166,706				591,193				1,877,278				166,706				2,468,471				2,635,177				237,459				2,397,718				-				2005
TAYLOR			1,451,397				5,806,263				426,379				1,451,397				6,232,642				7,684,039				3,139,985				4,544,054				-				1993
WALKER			3,682,478				14,730,060				2,320,218				3,682,478				17,050,278				20,732,756				8,405,788				12,326,968				-				1993
EDEN PRAIRIE PLAZA			882,596				911,373				632,145				882,596				1,543,518				2,426,114				219,623				2,206,491				-				2005
FOUNTAINS AT ARBOR LAKES			28,585,296				66,699,024				10,086,660				28,585,296				76,785,684				105,370,979				16,922,727				88,448,252				-				2006
ROSEVILLE PLAZA			132,842				957,340				10,302,188				1,675,667				9,716,703				11,392,370				923,706				10,468,664				-				2005
CREVE COEUR, WOODCREST/OLIVE			1,044,598				5,475,623				615,905				960,814				6,175,312				7,136,126				2,464,269				4,671,857				-				1998
CRYSTAL CITY, MI			-				234,378				-				-				234,378				234,378				91,405				142,973				-				1997
INDEPENDENCE, NOLAND DR.			1,728,367				8,951,101				442,975				1,731,300				9,391,143				11,122,443				3,618,048				7,504,396				-				1998
NORTH POINT SHOPPING CENTER			1,935,380				7,800,746				909,151				1,935,380				8,709,897				10,645,277				3,254,019				7,391,258				-				1998
KIRKWOOD			-				9,704,005				13,699,527				-				23,403,532				23,403,532				12,850,691				10,552,842				-				1998
KANSAS CITY			574,777				2,971,191				274,976				574,777				3,246,167				3,820,944				1,352,277				2,468,666				-				1997
LEMAY			125,879				503,510				3,837,848				451,155				4,016,082				4,467,237				1,412,279				3,054,957				-								1974
GRAVOIS			1,032,416				4,455,514				11,344,340				1,032,413				15,799,857				16,832,270				8,276,107				8,556,162				-				2008
ST. CHARLES-UNDERDEVELOPED LAND, MO			431,960				-				758,854				431,960				758,855				1,190,814				249,028				941,786				-				1998
SPRINGFIELD			2,745,595				10,985,778				7,652,181				2,904,022				18,479,532				21,383,554				8,016,088				13,367,465				-				1994
KMART PARCEL			905,674				3,666,386				4,933,942				905,674				8,600,328				9,506,001				2,479,405				7,026,596				1,134,178				2002
KRC ST. CHARLES			-				550,204				-				-				550,204				550,204				211,617				338,587				-				1998
ST. LOUIS, CHRISTY BLVD.			809,087				4,430,514				2,653,031				809,087				7,083,545				7,892,632				2,668,116				5,224,516				-				1998
OVERLAND			-				4,928,677				740,346				-				5,669,023				5,669,023				2,322,636				3,346,387				-				1997
ST. LOUIS			-				5,756,736				849,684				-				6,606,420				6,606,420				2,827,840				3,778,580				-				1997
ST. LOUIS			-				2,766,644				143,298				-				2,909,942				2,909,942				2,909,942				-				-				1997
ST. PETERS			1,182,194				7,423,459				7,235,423				1,563,694				14,277,382				15,841,076				9,606,826				6,234,250				-				1997
SPRINGFIELD,GLENSTONE AVE.			-				608,793				2,160,419				-				2,769,212				2,769,212				932,073				1,837,139				-				1998
TURTLE CREEK			11,535,281				-				33,369,729				10,150,881				34,754,129				44,905,010				6,536,654				38,368,356				-								2004
OVERLOOK VILLAGE			8,276,500				17,249,587				-				8,276,500				17,249,587				25,526,087				1,314,445				24,211,642				-				2012
CHARLOTTE			919,251				3,570,981				2,418,716				919,251				5,989,696				6,908,948				2,368,861				4,540,086				-				2008
TYVOLA RD.			-				4,736,345				5,565,798				-				10,302,143				10,302,143				7,718,141				2,584,002				-				1986
CROSSROADS PLAZA			767,864				3,098,881				942,332				767,864				4,041,213				4,809,077				1,108,862				3,700,214				-				2000
JETTON VILLAGE SHOPPES			3,875,224				10,292,231				(613,879	)			2,143,695				11,409,881				13,553,576				742,373				12,811,203				-				2011
MOUNTAIN ISLAND MARKETPLACE			3,318,587				7,331,413				500,000				3,818,587				7,331,413				11,150,000				582,947				10,567,053				-				2012
WOODLAWN SHOPPING CENTER			2,010,725				5,833,626				-				2,010,725				5,833,626				7,844,351				306,914				7,537,437				-				2012
DURHAM			1,882,800				7,551,576				2,097,270				1,882,800				9,648,846				11,531,646				4,385,054				7,146,592				-				1996
DAVIDSON COMMONS			2,978,533				12,859,867				(32,227	)			2,978,533				12,827,640				15,806,173				630,464				15,175,710				-				2012
WESTRIDGE SQUARE S.C.			7,456,381				19,778,703				(254,044	)			11,977,700				15,003,340				26,981,040				2,379,927				24,601,113				-				2011
HILLSBOROUGH CROSSING			519,395				-				-				519,395				-				519,395				-				519,395				-				2003

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

		INITIAL COST																												TOTAL COST,
		LAND				BUILDING & IMPROVEMENT				SUBSEQUENT TO ACQUISITION				LAND				BUILDING & IMPROVEMENT				TOTAL				ACCUMULATED DEPRECIATION				NET OF ACCUMULATED DEPRECIATION				ENCUMBRANCES				DATE OF ACQUISITION (A)				DATE OF CONSTRUCTION (C)
PARK PLACE			5,461,478				16,163,494				54,701				5,469,809				16,209,865				21,679,674				3,928,625				17,751,048				13,173,358				2008
MOORESVILLE CROSSING			12,013,727				30,604,173				(403,339	)			11,625,801				30,588,759				42,214,560				7,002,268				35,212,292				-				2007
RALEIGH			5,208,885				20,885,792				12,643,481				5,208,885				33,529,273				38,738,158				15,590,232				23,147,925				-				1993
WAKEFIELD COMMONS II			6,506,450				-				(2,728,390	)			2,357,636				1,420,424				3,778,060				373,347				3,404,713				-								2001
WAKEFIELD CROSSINGS			3,413,932				-				(3,017,960	)			336,236				59,737				395,973				2,977				392,995				-								2001
EDGEWATER PLACE			3,150,000				-				10,087,943				3,062,768				10,175,175				13,237,943				2,149,323				11,088,621				-								2003
BRENNAN STATION			7,749,751				20,556,891				(1,027,052	)			6,321,923				20,957,667				27,279,590				1,937,329				25,342,261				8,797,971				2011
BRENNAN STATION OUTPARCEL			627,906				1,665,576				(93,482	)			450,232				1,749,768				2,200,000				148,839				2,051,161				-				2011
WINSTON-SALEM			540,667				719,655				6,466,329				540,667				7,185,984				7,726,651				3,303,419				4,423,232				4,713,763								1969
SORENSON PARK PLAZA			5,104,294				-				30,749,693				3,791,319				32,062,667				35,853,987				3,367,808				32,486,179				-								2005
LORDEN PLAZA			8,872,529				22,548,382				423,882				8,883,003				22,961,789				31,844,793				4,873,038				26,971,755				24,934,203				2008
ROCKINGHAM			2,660,915				10,643,660				12,033,085				3,148,715				22,188,945				25,337,660				9,708,375				15,629,285				17,333,585				2008
BAYONNE BROADWAY			1,434,737				3,347,719				2,825,469				1,434,737				6,173,188				7,607,924				1,628,494				5,979,430				-				2004
BRICKTOWN PLAZA			344,884				1,008,941				(307,857	)			344,884				701,084				1,045,968				66,213				979,754				-				2005
CHERRY HILL			2,417,583				6,364,094				1,559,162				2,417,583				7,923,256				10,340,839				6,440,845				3,899,993				-								1985
MARLTON PIKE			-				4,318,534				9,000				-				4,327,534				4,327,534				1,927,099				2,400,435				-				1996
CINNAMINSON			652,123				2,608,491				3,477,974				652,123				6,086,465				6,738,588				2,673,685				4,064,903				-				1996
GARDEN STATE PAVILIONS			7,530,709				10,801,949				744,382				7,530,709				11,546,331				19,077,040				2,054,430				17,022,609				-				2011
CLARK SHOPRITE 70 CENTRAL AVE			3,496,673				11,693,769				-				3,496,673				11,693,769				15,190,442				45,335				15,145,107				-				2013
COMMERCE CENTER WEST			385,760				1,290,080				-				385,760				1,290,080				1,675,840				5,001				1,670,839				-				2013
COMMERCE CENTER EAST			1,518,930				5,079,690				-				1,518,930				5,079,690				6,598,620				19,693				6,578,927				-				2013
BALLY'S & RITEAID 140 CENTRAL			3,170,465				10,602,845				-				3,170,465				10,602,845				13,773,310				41,106				13,732,204				-				2013
EASTWINDOR VILLAGE			9,335,011				23,777,978				63,800				9,335,011				23,841,778				33,176,789				3,887,377				29,289,412				-				2008
HILLSBOROUGH			11,886,809				-				(6,880,755	)			5,006,054				-				5,006,054				-				5,006,054				-								2001
HOLMDEL TOWNE CENTER			10,824,624				43,301,494				5,271,400				10,824,624				48,572,894				59,397,517				14,052,180				45,345,338				25,879,586				2002
HOLMDEL COMMONS			16,537,556				38,759,952				3,413,848				16,537,556				42,173,801				58,711,357				13,167,545				45,543,811				18,621,703				2004
HOWELL PLAZA			311,384				1,143,159				4,694,515				311,384				5,837,674				6,149,058				644,023				5,505,034				-				2005
MAPLE SHADE			-				9,957,611				(177,307	)			-				9,780,303				9,780,303				842,515				8,937,788				-				2009
NORTH BRUNSWICK			3,204,978				12,819,912				21,304,526				3,204,978				34,124,438				37,329,416				14,409,417				22,919,999				26,670,758				1994
PISCATAWAY TOWN CENTER			3,851,839				15,410,851				692,255				3,851,839				16,103,106				19,954,945				6,535,102				13,419,843				10,547,632				1998
RIDGEWOOD			450,000				2,106,566				1,015,675				450,000				3,122,241				3,572,241				1,409,038				2,163,203				-				1993
SEA GIRT PLAZA			457,039				1,308,010				1,457,882				457,039				2,765,892				3,222,931				283,455				2,939,476				-				2005
UNION CRESCENT			7,895,483				3,010,640				28,918,367				8,696,579				31,127,912				39,824,490				7,469,477				32,355,014				-				2007
WESTMONT			601,655				2,404,604				10,727,665				601,655				13,132,269				13,733,924				5,110,066				8,623,858				-				1994
WILLOWBROOK PLAZA			15,320,436				40,996,874				(969,688	)			15,320,436				40,027,186				55,347,622				9,065,426				46,282,195				-				2009
PLAZA PASEO DEL-NORTE			4,653,197				18,633,584				1,464,134				4,653,197				20,097,718				24,750,915				8,083,424				16,667,491				-				1998
JUAN TABO, ALBUQUERQUE			1,141,200				4,566,817				300,234				1,141,200				4,867,051				6,008,251				1,952,334				4,055,917				-				1998
WARM SPRINGS PROMENADE			7,226,363				19,109,946				2,591,393				7,226,363				21,701,339				28,927,702				5,385,367				23,542,335				-				2009
COMP USA CENTER			2,581,908				5,798,092				(343,745	)			2,581,908				5,454,347				8,036,255				2,833,791				5,202,464				2,571,708				2006
DEL MONTE PLAZA			2,489,429				5,590,415				502,509				2,210,000				6,372,353				8,582,354				2,027,580				6,554,774				3,391,336				2006
D'ANDREA MARKETPLACE			11,556,067				29,435,364				(35,616	)			11,556,067				29,399,748				40,955,815				5,033,661				35,922,154				13,773,674				2007
KEY BANK BUILDING			1,500,000				40,486,755				-				1,500,000				40,486,755				41,986,755				13,363,465				28,623,291				9,338,603				2006
BRIDGEHAMPTON			1,811,752				3,107,232				25,420,044				1,858,188				28,480,839				30,339,028				16,692,418				13,646,610				33,186,972								1972
GENOVESE DRUG STORE			564,097				2,268,768				-				564,097				2,268,768				2,832,865				626,549				2,206,316				-				2003
KINGS HIGHWAY			2,743,820				6,811,268				1,338,513				2,743,820				8,149,781				10,893,601				2,601,447				8,292,154				-				2004
HOMEPORT-RALPH AVENUE			4,414,466				11,339,857				3,697,073				4,414,467				15,036,930				19,451,396				3,790,648				15,660,748				-				2004
BELLMORE			1,272,269				3,183,547				381,803				1,272,269				3,565,350				4,837,619				1,120,814				3,716,805				-				2004
MARKET AT BAY SHORE			12,359,621				30,707,802				1,916,035				12,359,621				32,623,837				44,983,458				9,250,407				35,733,051				12,000,000				2006
KEY FOOD OPERATOR ATLANTIC AVE			2,272,500				5,624,589				509,260				4,808,822				3,597,527				8,406,349				117,921				8,288,428				-				2012
KING KULLEN PLAZA			5,968,082				23,243,404				5,316,528				5,980,130				28,547,883				34,528,014				10,522,154				24,005,859				-				1998
PATHMARK SC			6,714,664				17,359,161				526,939				6,714,664				17,886,100				24,600,764				4,621,545				19,979,219				-				2006
BIRCHWOOD PLAZA COMMACK			3,630,000				4,774,791				274,672				3,630,000				5,049,463				8,679,463				1,408,844				7,270,620				-				2007
ELMONT			3,011,658				7,606,066				2,751,121				3,011,658				10,357,187				13,368,845				2,766,476				10,602,370				-				2004
ELMSFORD CENTER 1			4,134,273				1,193,084				-				4,134,273				1,193,084				5,327,357				11,842				5,315,515				-				2013
ELMSFORD CENTER 2			4,076,403				15,598,504				-				4,076,403				15,598,504				19,674,907				186,031				19,488,876				-				2013
FRANKLIN SQUARE			1,078,541				2,516,581				3,835,613				1,078,541				6,352,194				7,430,734				1,520,074				5,910,660				-				2004
KISSENA BOULEVARD SC			11,610,000				2,933,487				1,519				11,610,000				2,935,006				14,545,006				858,603				13,686,403				-				2007
HAMPTON BAYS			1,495,105				5,979,320				3,304,710				1,495,105				9,284,031				10,779,135				5,625,177				5,153,959				-				1989
HICKSVILLE			3,542,739				8,266,375				1,281,727				3,542,739				9,548,102				13,090,841				2,938,994				10,151,847				-				2004
TURNPIKE PLAZA			2,471,832				5,839,416				125,480				2,471,832				5,964,896				8,436,728				1,260,248				7,176,480				-				2011
BIRCHWOOD PLAZA (NORTH & SOUTH)			12,368,330				33,071,495				272,893				12,368,330				33,344,389				45,712,719				6,920,961				38,791,758				11,648,419				2007
501 NORTH BROADWAY			-				1,175,543				78,259				-				1,253,803				1,253,803				607,846				645,957				-				2007
MERRYLANE (P/L)			1,485,531				1,749				539				1,485,531				2,288				1,487,819				255				1,487,564				-				2007
FAMILY DOLLAR UNION TURNPIKE			909,000				2,249,775				230,747				1,056,709				2,332,813				3,389,522				121,829				3,267,693				-				2012
DOUGLASTON SHOPPING CENTER			3,277,254				13,161,218				3,788,141				3,277,253				16,949,360				20,226,613				4,429,461				15,797,152				-				2003
KEY FOOD OPERATOR 21ST STREET			1,090,800				2,699,730				(119,282	)			1,669,153				2,002,095				3,671,248				58,820				3,612,428				-				2012
MANHASSET VENTURE LLC			4,567,003				19,165,808				27,930,686				3,471,939				48,191,559				51,663,498				19,528,327				32,135,171				-				1999
MANHASSET CENTER (residential)			950,000								-				950,000				-				950,000				-				950,000				-				2012
MASPETH QUEENS-DUANE READE			1,872,013				4,827,940				931,187				1,872,013				5,759,126				7,631,139				1,651,576				5,979,563				-				2004
MASSAPEQUA			1,880,816				4,388,549				964,761				1,880,816				5,353,310				7,234,126				1,691,291				5,542,835				-				2004
MINEOLA SC			4,150,000				7,520,692				(407,329	)			4,150,000				7,113,364				11,263,364				1,565,324				9,698,039				-				2007
BIRCHWOOD PARK DRIVE (LAND LOT)			3,507,162				4,126				118,024				3,507,406				121,907				3,629,313				560				3,628,753				-				2007
SMITHTOWN PLAZA			3,528,000				7,364,098				292,668				3,528,000				7,656,766				11,184,766				1,225,873				9,958,892				-				2009
PLAINVIEW			263,693				584,031				9,815,009				263,693				10,399,040				10,662,733				5,480,157				5,182,576				13,120,709								1969
POUGHKEEPSIE			876,548				4,695,659				13,161,736				876,548				17,857,395				18,733,943				9,011,531				9,722,413				14,735,453								1972
SYOSSET, NY			106,655				76,197				1,551,676				106,655				1,627,873				1,734,528				1,021,748				712,780				-								1990
STATEN ISLAND			2,280,000				9,027,951				10,038,376				2,280,000				19,066,327				21,346,327				9,850,673				11,495,654				-				1989
STATEN ISLAND			2,940,000				11,811,964				4,760,806				3,148,424				16,364,345				19,512,770				5,266,811				14,245,959				-				1997
STATEN ISLAND PLAZA			5,600,744				6,788,460				(1,423,404	)			5,600,744				5,365,056				10,965,800				391,991				10,573,809				-				2005
HYLAN PLAZA			28,723,536				38,232,267				34,528,674				28,723,536				72,760,942				101,484,478				20,981,887				80,502,591				-				2006
STOP N SHOP STATEN ISLAND			4,558,592				10,441,408				155,848				4,558,592				10,597,256				15,155,848				3,145,930				12,009,918				-				2005
KEY FOOD OPERATOR CENTRAL AVE.			2,787,600				6,899,310				(394,910	)			2,603,321				6,688,679				9,292,000				187,335				9,104,665				-				2012
WHITE PLAINS			1,777,775				4,453,894				2,010,606				1,777,775				6,464,500				8,242,274				1,913,958				6,328,317				-				2004
CHAMPION FOOD SUPERMARKET			757,500				1,874,813				(24,388	)			2,241,118				366,807				2,607,925				26,952				2,580,973				-				2012
YONKERS			871,977				3,487,909				-				871,977				3,487,909				4,359,886				1,866,286				2,493,600				-				1998
STRAUSS ROMAINE AVENUE			782,459				1,825,737				588,133				782,459				2,413,870				3,196,329				363,719				2,832,611				-				2005
BEAVERCREEK			635,228				3,024,722				4,220,733				635,228				7,245,455				7,880,683				4,779,973				3,100,710				-				1986
OLENTANGY RIVER RD.			764,517				1,833,600				2,340,830				764,517				4,174,430				4,938,947				3,673,675				1,265,272				-				1988

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

		INITIAL COST																												TOTAL COST,
		LAND				BUILDING & IMPROVEMENT				SUBSEQUENT TO ACQUISITION				LAND				BUILDING & IMPROVEMENT				TOTAL				ACCUMULATED DEPRECIATION				NET OF ACCUMULATED DEPRECIATION				ENCUMBRANCES				DATE OF ACQUISITION (A)				DATE OF CONSTRUCTION (C)
KENT, OH			6,254				3,028,914				(434,587	)			6,254				2,594,328				2,600,582				2,060,839				539,743				-				1999
KENT			2,261,530				-				-				2,261,530				-				2,261,530				-				2,261,530				-				1995
NORTH OLMSTED			626,818				3,712,045				35,000				626,818				3,747,045				4,373,862				2,751,481				1,622,381				-				1999
ORANGE OHIO			3,783,875				-				(2,342,306	)			921,704				519,865				1,441,569				-				1,441,569				-								2001
EDMOND			477,036				3,591,493				375,195				477,036				3,966,688				4,443,724				1,513,239				2,930,486				-				1997
CENTENNIAL PLAZA			4,650,634				18,604,307				868,240				4,650,634				19,472,547				24,123,181				8,725,344				15,397,837				-				1998
OREGON TRAIL CENTER			5,802,422				12,622,879				363,062				5,802,422				12,985,941				18,788,363				3,629,603				15,158,760				-				2009
POWELL VALLEY JUNCTION			5,062,500				3,152,982				(2,720,740	)			2,035,125				3,459,618				5,494,742				1,166,308				4,328,434				-				2009
MEDFORD CENTER			8,940,798				16,995,113				349,929				8,943,600				17,342,240				26,285,840				4,985,765				21,300,075				-				2009
MCMINNVILLE			4,062,327				-				969,618				4,062,327				969,618				5,031,945				34,358				4,997,587				-								2006
ALLEGHENY			-				30,061,177				59,094				-				30,120,271				30,120,271				6,749,117				23,371,153				-				2004
SUBURBAN SQUARE			70,679,871				166,351,381				4,694,077				71,279,871				170,445,458				241,725,329				39,447,816				202,277,513				-				2007
CHIPPEWA			2,881,525				11,526,101				153,289				2,881,525				11,679,391				14,560,916				4,216,794				10,344,122				5,028,992				2000
BROOKHAVEN PLAZA			254,694				973,318				(61,414	)			254,694				911,903				1,166,598				92,297				1,074,301				-				2005
CARNEGIE			-				3,298,908				17,747				-				3,316,655				3,316,655				1,190,595				2,126,061				-				1999
CENTER SQUARE			731,888				2,927,551				1,291,242				731,888				4,218,793				4,950,681				2,423,676				2,527,005				-				1996
WAYNE PLAZA			6,127,623				15,605,012				349,188				6,135,670				15,946,154				22,081,824				2,574,211				19,507,612				13,618,842				2008
CHAMBERSBURG CROSSING			9,090,288				-				26,422,967				8,790,288				26,722,967				35,513,255				4,970,713				30,542,543				-								2006
DEVON VILLAGE			4,856,379				25,846,910				4,378,945				4,856,379				30,225,855				35,082,234				1,604,676				33,477,558				-				2012
EAST STROUDSBURG			1,050,000				2,372,628				1,434,371				1,050,000				3,806,999				4,856,999				3,038,380				1,818,619				-								1973
RIDGE PIKE PLAZA			1,525,337				4,251,732				3,053,437				1,525,337				7,305,169				8,830,506				1,315,317				7,515,189				-				2008
EXTON			176,666				4,895,360				-				176,666				4,895,360				5,072,026				1,757,309				3,314,717				-				1999
EXTON			731,888				2,927,551				-				731,888				2,927,551				3,659,439				1,301,134				2,358,305				-				1996
EASTWICK			889,001				2,762,888				3,074,728				889,001				5,837,616				6,726,617				2,420,697				4,305,920				-				1997
EXTON PLAZA			294,378				1,404,778				336,688				130,246				1,905,599				2,035,844				221,534				1,814,310				-				2005
HARRISBURG, PA			452,888				6,665,238				3,969,364				452,888				10,634,601				11,087,489				7,824,684				3,262,805				-				2002
HAMBURG			439,232				-				2,023,428				494,982				1,967,677				2,462,660				593,957				1,868,703				1,950,795								2000
HAVERTOWN			731,888				2,927,551				-				731,888				2,927,551				3,659,439				1,301,134				2,358,305				-				1996
NORRISTOWN			686,134				2,664,535				3,797,064				774,084				6,373,649				7,147,733				4,400,501				2,747,232				-				1984
NEW KENSINGTON			521,945				2,548,322				705,540				521,945				3,253,862				3,775,807				2,962,536				813,271				-				1986
PHILADELPHIA			731,888				2,927,551				-				731,888				2,927,551				3,659,439				1,301,134				2,358,305				-				1996
PHILADELPHIA PLAZA			209,197				1,373,843				15,888				209,197				1,389,731				1,598,928				163,185				1,435,744				-				2005
WEXFORD PLAZA			6,413,635				9,774,600				5,678,052				6,413,635				15,452,652				21,866,287				2,651,582				19,214,705				-				2010
242-244 MARKET STREET			704,263				2,117,182				290,927				704,263				2,408,109				3,112,372				156,595				2,955,777				-				2007
RICHBORO			788,761				3,155,044				12,694,159				976,439				15,661,524				16,637,964				8,837,089				7,800,875				9,184,841				1986
SPRINGFIELD			919,998				4,981,589				10,569,491				920,000				15,551,078				16,471,078				7,166,892				9,304,186				-				1983
UPPER DARBY			231,821				927,286				5,549,754				231,821				6,477,040				6,708,861				2,865,440				3,843,421				-				1996
WEST MIFFLIN			1,468,342				-				-				1,468,342				-				1,468,342				-				1,468,342				-				1986
WHITEHALL			-				5,195,577				-				-				5,195,577				5,195,577				2,309,146				2,886,431				-				1996
W. MARKET ST.			188,562				1,158,307				-				188,562				1,158,307				1,346,869				1,158,307				188,562				-				1986
REXVILLE TOWN CENTER			24,872,982				48,688,161				6,726,885				25,678,064				54,609,964				80,288,028				23,018,940				57,269,088				-				2006
PLAZA CENTRO - COSTCO			3,627,973				10,752,213				1,544,456				3,866,206				12,058,435				15,924,642				5,678,367				10,246,275				-				2006
PLAZA CENTRO - MALL			19,873,263				58,719,179				7,977,102				19,408,112				67,161,432				86,569,544				30,677,512				55,892,031				-				2006
PLAZA CENTRO - RETAIL			5,935,566				16,509,748				2,467,418				6,026,070				18,886,662				24,912,732				8,812,098				16,100,634				-				2006
PLAZA CENTRO - SAM'S CLUB			6,643,224				20,224,758				2,338,149				6,520,090				22,686,041				29,206,131				21,185,978				8,020,153				-				2006
LOS COLOBOS - BUILDERS SQUARE			4,404,593				9,627,903				1,369,323				4,461,145				10,940,674				15,401,819				7,070,222				8,331,597				-				2006
LOS COLOBOS - KMART			4,594,944				10,120,147				734,343				4,402,338				11,047,095				15,449,433				7,356,098				8,093,335				-				2006
LOS COLOBOS I			12,890,882				26,046,669				3,317,629				13,613,375				28,641,805				42,255,180				13,424,831				28,830,349				-				2006
LOS COLOBOS II			14,893,698				30,680,556				4,598,890				15,142,300				35,030,844				50,173,144				15,967,680				34,205,465				-				2006
WESTERN PLAZA - MAYAQUEZ ONE			10,857,773				12,252,522				1,285,971				11,241,993				13,154,273				24,396,267				6,468,871				17,927,395				-				2006
WESTERN PLAZA - MAYAGUEZ TWO			16,874,345				19,911,045				1,714,874				16,872,647				21,627,617				38,500,264				10,700,368				27,799,897				-				2006
MANATI VILLA MARIA SC			2,781,447				5,673,119				1,254,747				2,606,588				7,102,725				9,709,313				3,540,349				6,168,964				-				2006
PONCE TOWN CENTER			14,432,778				28,448,754				5,257,359				14,903,024				33,235,867				48,138,891				10,573,966				37,564,925				-				2006
TRUJILLO ALTO PLAZA			12,053,673				24,445,858				3,846,668				12,289,288				28,056,912				40,346,199				15,186,578				25,159,621				-				2006
MARSHALL PLAZA, CRANSTON RI			1,886,600				7,575,302				1,924,691				1,886,600				9,499,993				11,386,593				4,120,584				7,266,008				-				1998
CHARLESTON			730,164				3,132,092				18,727,969				730,164				21,860,061				22,590,225				7,292,643				15,297,582				-								1978
CHARLESTON			1,744,430				6,986,094				4,082,494				1,744,430				11,068,588				12,813,018				4,920,834				7,892,184				-				1995
GREENVILLE			2,209,812				8,850,864				887,322				2,209,811				9,738,187				11,947,998				4,134,043				7,813,955				-				1997
CHERRYDALE POINT			5,801,948				32,055,019				1,292,326				5,801,948				33,347,345				39,149,293				4,988,102				34,161,191				-				2009
WOODRUFF SHOPPING CENTER			3,110,439				15,501,117				1,182,533				3,465,199				16,328,890				19,794,089				1,458,474				18,335,615				-				2010
FOREST PARK			1,920,241				9,544,875				(6,551	)			1,920,241				9,538,324				11,458,564				520,684				10,937,880				-				2012
MADISON			-				4,133,904				2,880,678				-				7,014,582				7,014,582				5,582,868				1,431,714				-								1978
HICKORY RIDGE COMMONS			596,347				2,545,033				(2,404,809	)			683,820				52,750				736,571				17,020				719,551				-				2000
CENTER OF THE HILLS, TX			2,923,585				11,706,145				936,582				2,923,585				12,642,727				15,566,312				5,333,883				10,232,429				9,698,220				2008
ARLINGTON			3,160,203				2,285,378				490,738				3,160,203				2,776,116				5,936,320				971,377				4,964,942				-				1997
DOWLEN CENTER			2,244,581				-				(722,251	)			484,828				1,037,502				1,522,330				109,142				1,413,187				-								2002
GATEWAY STATION			1,373,692				28,145,158				1,189				1,374,880				28,145,158				29,520,038				1,583,288				27,936,750				-				2011
BAYTOWN			500,422				2,431,651				790,598				500,422				3,222,249				3,722,671				1,275,920				2,446,751				-				1996
LAS TIENDAS PLAZA			8,678,107				-				25,971,206				7,943,925				26,705,388				34,649,313				3,106,524				31,542,789				-								2005
CORPUS CHRISTI, TX			-				944,562				3,526,281				-				4,470,843				4,470,843				1,335,772				3,135,070				-				1997
ISLAND GATE PLAZA			4,343,000				4,723,215				647,677				4,343,000				5,370,892				9,713,892				541,777				9,172,115				-				2011
PRESTON LEBANON CROSSING			13,552,180				-				26,160,828				12,163,694				27,549,314				39,713,008				3,238,871				36,474,137				-								2006
LAKE PRAIRIE TOWN CROSSING			7,897,491				-				26,295,311				6,783,464				27,409,338				34,192,802				3,381,536				30,811,266				-								2006
CENTER AT BAYBROOK			6,941,017				27,727,491				9,078,279				6,928,120				36,818,666				43,746,787				12,390,597				31,356,190				-				1998
CYPRESS TOWNE CENTER			6,033,932				-				1,562,808				2,251,666				5,345,074				7,596,740				368,953				7,227,787				-								2003
ATASCOCITA COMMONS SHOP.CTR.			16,322,636				54,587,066				-				16,322,636				54,587,066				70,909,702				-				70,909,702				29,450,689				2013
TOMBALL CROSSINGS			8,517,427				28,484,450				-				8,517,427				28,484,450				37,001,877				-				37,001,877				-				2013
SHOPS AT VISTA RIDGE			3,257,199				13,029,416				743,364				3,257,199				13,772,780				17,029,979				5,580,869				11,449,110				-				1998
VISTA RIDGE PLAZA			2,926,495				11,716,483				1,980,576				2,926,495				13,697,060				16,623,554				5,487,373				11,136,181				-				1998
VISTA RIDGE PHASE II			2,276,575				9,106,300				1,333,509				2,276,575				10,439,809				12,716,384				3,886,219				8,830,165				-				1998
SOUTH PLAINES PLAZA, TX			1,890,000				7,555,099				429,355				1,890,000				7,984,454				9,874,454				3,179,395				6,695,059				-				1998
LAKE JACKSON			1,562,328				4,144,212				-				1,562,328				4,144,212				5,706,540				459,672				5,246,868				-				2012
MESQUITE			520,340				2,081,356				1,081,051				520,340				3,162,408				3,682,747				1,468,495				2,214,253				-				1995
MESQUITE TOWN CENTER			3,757,324				15,061,644				1,554,109				3,757,324				16,615,753				20,373,077				6,999,730				13,373,347				-				1998
NEW BRAUNSFELS			840,000				3,360,000				-				840,000				3,360,000				4,200,000				906,484				3,293,516				-				2003
PARKER PLAZA			7,846,946				-				-				7,846,946				-				7,846,946				-				7,846,946				-								2005
PLANO			500,414				2,830,835				-				500,414				2,830,835				3,331,249				1,246,719				2,084,530				-				1996
SOUTHLAKE OAKS			3,011,260				7,703,844				(62,791	)			3,019,951				7,632,363				10,652,313				2,164,900				8,487,413				6,109,387				2008

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

		INITIAL COST																												TOTAL COST,
		LAND				BUILDING & IMPROVEMENT				SUBSEQUENT TO ACQUISITION				LAND				BUILDING & IMPROVEMENT				TOTAL				ACCUMULATED DEPRECIATION				NET OF ACCUMULATED DEPRECIATION				ENCUMBRANCES				DATE OF ACQUISITION (A)				DATE OF CONSTRUCTION (C)
WOODBRIDGE SHOPPING CENTER			2,568,705				6,813,716				-				2,568,705				6,813,716				9,382,421				445,106				8,937,316				-				2012
WEST OAKS			500,422				2,001,687				325,191				500,422				2,326,878				2,827,300				934,745				1,892,555				-				1996
OGDEN			213,818				855,275				4,084,007				850,699				4,302,401				5,153,100				2,046,540				3,106,560				-								1967
COLONIAL HEIGHTS			125,376				3,476,073				1,644,634				125,376				5,120,708				5,246,084				1,348,964				3,897,120				-				1999
OLD TOWN VILLAGE			4,500,000				41,569,735				(2,446,887	)			4,240,387				39,382,461				43,622,847				3,251,553				40,371,295				-				2007
RICHMOND			82,544				2,289,288				280,600				82,544				2,569,889				2,652,432				798,703				1,853,729				-				1999
RICHMOND			670,500				2,751,375				-				670,500				2,751,375				3,421,875				1,311,843				2,110,032				-				1995
VALLEY VIEW SHOPPING CENTER			3,440,018				8,054,004				922,790				3,440,018				8,976,794				12,416,812				2,264,879				10,151,933				-				2004
POTOMAC RUN PLAZA			27,369,515				48,451,209				(119,969	)			27,369,515				48,331,240				75,700,755				11,426,111				64,274,644				-				2008
AUBURN NORTH			7,785,841				18,157,625				219,761				7,785,841				18,377,386				26,163,228				5,439,154				20,724,074				-				2007
THE MARKETPLACE AT FACTORIA			60,502,358				92,696,231				991,958				60,502,358				93,688,190				154,190,548				2,975,325				151,215,222				56,969,809				2013
FRONTIER VILLAGE SHOPPING CTR.			10,750,863				34,699,792				96,299				10,750,863				34,796,091				45,546,954				2,049,215				43,497,739				32,030,743				2012
OLYMPIA WEST OUTPARCEL			360,000				799,640				100,360				360,000				900,000				1,260,000				33,234				1,226,766				-				2012
SILVERDALE PLAZA			3,875,013				32,114,921				205,450				3,875,013				32,320,372				36,195,384				1,897,248				34,298,137				24,782,374				2012
CHARLES TOWN			602,000				3,725,871				11,269,416				602,000				14,995,287				15,597,287				9,032,858				6,564,429				-				1985
BLUE RIDGE			12,346,900				71,529,796				(15,786,679	)			15,872,618				52,217,399				68,090,017				17,510,234				50,579,783				14,201,702				2005
MICROPROPERTIES			24,206,390				56,481,576				11,349,660				31,046,618				60,991,008				92,037,626				4,482,036				87,555,590				-				2012
KRC NORTH LOAN IV, INC.			23,516,663				-				-				23,516,663				-				23,516,663				-				23,516,663				-				2013
CHILE-VINA DEL MAR			11,096,948				720,781				53,378,285				15,638,022				49,557,992				65,196,014				1,849,710				63,346,304				41,570,764								2008
MEXICO-HERMOSILLO			11,424,531				-				33,606,962				11,873,061				33,158,432				45,031,493				3,340,207				41,691,287				-								2008
MEXICO-GIGANTE ACQ.			7,568,417				19,878,026				(3,343,896	)			5,836,315				18,266,232				24,102,547				4,878,095				19,224,453				-				2007
MEXICO-MOTOROLA			47,272,528				-				34,956,118				28,619,571				53,609,075				82,228,646				4,912,956				77,315,691				-								2006
MEXICO-NON ADM BT-LOS CABOS			10,873,070				1,257,517				9,046,008				9,081,452				12,095,143				21,176,595				2,617,470				18,559,126				-				2007
MEXICO-PLAZA SORIANA			2,639,975				346,945				242,225				2,375,782				853,364				3,229,145								3,229,145				-				2007
MEXICO-PLAZA CENTENARIO			3,388,861				-				(778,064	)			758,346				1,852,451				2,610,797				781,148				1,829,649				-				2007
MEXICO-NONADM BUS-NUEVO LAREDO			10,627,540				-				19,873,813				8,652,949				21,848,404				30,501,353				5,262,617				25,238,735				-								2006
MEXICO-NON ADM-PLAZA LAGO REAL			11,336,743				-				7,977,346				6,088,198				13,225,890				19,314,089				996,168				18,317,920				-				2007
MEXICO-NON ADM -PLAZA SAN JUAN			9,631,035				-				1,578,198				5,349,714				5,859,518				11,209,232				842,139				10,367,093				-								2006
MEXICO-RIO BRAVO HEB			2,970,663				-				1,301,688				398,177				3,874,174				4,272,351				2,469,131				1,803,220				-				2008
MEXICO-SAN PEDRO			3,309,654				13,238,616				(3,146,306	)			3,426,353				9,975,610				13,401,964				6,783,319				6,618,644				-				2006
MEXICO-TAPACHULA			13,716,428				-				18,216,802				9,997,538				21,935,692				31,933,230				2,541,559				29,391,670				-				2007
MEXICO-TIJUANA 2000 LAND PURCHASE			1,200,000				-				56,420				1,256,420								1,256,420								1,256,420				-				2009
MEXICO-WALDO ACQ.			8,929,278				16,888,627				(4,216,111	)			7,098,996				14,502,798				21,601,794				2,890,196				18,711,598				-				2007
PERU-CAMPOY			2,675,461				-				556,149				2,746,153				485,458				3,231,611								3,231,611				-								2011
PERU-LIMA			811,916				-				2,029,367				784,798				2,056,485				2,841,283				156,476				2,684,807				-								2008
BALANCE OF PORTFOLIO			1,907,178				65,127,204				(0	)			1,907,178				65,127,204				67,034,382				35,636,515				31,397,866				-
TOTALS			2,161,328,855				5,255,028,761				1,706,986,253				2,100,199,696				7,023,144,173				9,123,343,869				1,878,680,836				7,244,663,033				1,035,353,602

KIMCO REALTY CORPORATION AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2013

Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets as follows:

Buildings (years)	15	to	50
Fixtures, building and leasehold improvements (including certain identified intangible assets)	Terms of leases or useful lives, whichever is shorter

The aggregate cost for Federal income tax purposes was approximately $8.0 billion at December 31, 2013.

The changes in total real estate assets for the years ended December 31, 2013, 2012 and 2011, are as follows:

		2013				2012				2011
Balance, beginning of period			8,947,286,646				8,771,256,852				8,587,378,001
Acquisitions			475,108,219				411,166,315				406,431,259
Improvements			107,411,806				85,801,777				118,072,955
Transfers from (to) unconsolidated joint ventures			317,995,154				212,231,319				(49,812,485	)
Sales			(559,328,593	)			(503,767,086	)			(186,887,870	)
Assets held for sale			(77,664,078	)			(9,845,065	)			(4,503,823	)
Adjustment of fully depreciated asset			(4,780,841	)			(21,711,782	)			(27,412,282	)
Adjustment of property carrying values			(69,463,649	)			(34,121,504	)			(4,616,890	)
Change in exchange rate			(13,220,795	)			36,275,820				(67,392,013	)
Balance, end of period			9,123,343,869				8,947,286,646				8,771,256,852

The changes in accumulated depreciation for the years ended December 31, 2013, 2012 and 2011 are as follows:

		2013				2012				2011
Balance, beginning of period			1,745,461,577				1,693,089,989				1,549,380,256
Depreciation for year			243,011,431				248,426,786				237,782,626
Transfers (to) unconsolidated joint ventures			-				(8,390,550	)			(2,725,794	)
Sales			(96,915,316	)			(161,515,292	)			(59,086,170	)
Adjustment of fully depreciated asset			(4,780,841	)			(21,711,782	)			(27,412,282	)
Assets held for sale			(7,351,096	)			(6,582,611	)			(633,676	)
Change in exchange rate			(744,919	)			2,145,037				(4,214,971	)
Balance, end of period			1,878,680,836				1,745,461,577				1,693,089,989

Reclassifications:

Certain amounts in the prior period have been reclassified in order to conform with the current period's presentation.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

Schedule IV - Mortgage Loans on Real Estate

As of December 31, 2013

(in thousands)

Type of Loan/Borrower	Description	Location (c)	Interest Accrual Rates	Interest Payment Rates	Final Maturity Date	Periodic Payment Terms (a)	Prior Liens	Face Amount of Mortgages or Maximum Available Credit (b)	Carrying Amount of Mortgages (b) (c)
Mortgage Loans:
Borrower A	Retail	Westport, CT	6.50%	6.50%	3/4/2033	I	-	$ 5,014	$ 5,014
Borrower B	Retail	Miami, FL	7.57%	7.57%	6/1/2019	P& I	-	6,509	3,556
Borrower C	NonRetail	Toronto, ON	7.00%	7.00%	3/28/2018	P& I	-	3,513	3,285
Borrower D	Retail	Las Vegas, NV	10.00%	10.00%	5/14/2033	I	-	3,075	3,075
Borrower E	Retail	Arboledas, Mexico	8.75%	8.75%	5/16/2014	P& I	-	13,000	2,931
Borrower F	Retail	Miami, FL	7.57%	7.57%	6/1/2019	P& I	-	4,201	2,504
Borrower G	Retail	Miami, FL	7.57%	7.57%	6/1/2019	P& I	-	3,966	2,476
Borrower H	Retail	Miami, FL	7.57%	7.57%	6/1/2019	P& I	-	3,678	2,293
Borrower I	NonRetail	Oakbrook Terrrace, IL	6.00%	6.00%	12/9/2024	I	-	1,950	1,950
Individually < 3%	(d)		(e)	(e)	(f)		-	4,872	2,631
								49,778	29,715
Other:
Individually < 3%			(g)	(g)	(h)			600	515
Capitalized loan costs								-	13
Total								$ 50,378	$ 30,243

(a) I = Interest only; P&I = Principal & Interest
(b) The instruments actual cash flows are denominated in U.S. dollars, Canadian dollars and Mexican pesos as indicated by the geographic location above
(c) The aggregate cost for Federal income tax purposes is $30.2 million
(d) Comprised of six separate loans with original loan amounts ranging between $0.4 million and $1.5 million
(e) Interest rates range from 6.88% to 10.00%
(f) Maturity dates range from 11 months to 17 years
(g) Interest rate 2.28%
(h) Maturity date 4/1/2027

For a reconcilition of mortgage and other financing receivables from January 1, 2011 to December 31, 2013 see Note 10 of the Notes to Consolidated Financial Statements included in this annual report of Form 10K.

The Company feels it is not practicable to estimate the fair value of each receivable as quoted market prices are not available.

The cost of obtaining an independent valuation on these assets is deemed excessive considering the materiality of the total receivables.