Item 15. Exhibits, Financial Statement Schedules
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Item 15. Exhibits, Financial Statement Schedules
| Form10-K Report Page | |||
|---|---|---|---|
| (a) 1. | Financial Statements – The following consolidated financial information is included as a separate section of this annual report on Form 10-K. | ||
| Report of Independent Registered Public Accounting Firm | 42 | ||
| Consolidated Financial Statements | |||
| Consolidated Balance Sheets as of December 31, 2014 and 2013 | 43 | ||
| Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012 | 44 | ||
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012 | 45 | ||
| Consolidated Statements of Changes in Equity for the years ended December 31, 2014, 2013 and 2012 | 46 | ||
| Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 | 47 | ||
| Notes to Consolidated Financial Statements | 48 | ||
| 2 | . Financial Statement Schedules - | ||
| Schedule II - | Valuation and Qualifying Accounts | 96 | |
| Schedule III - | Real Estate and Accumulated Depreciation | 97 | |
| Schedule IV - | Mortgage Loans on Real Estate | 99 | |
| All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule. | |||
| 3. | Exhibits - | ||
| The exhibits listed on the accompanying Index to Exhibits are filed as part of this report. | 37 |
INDEX TO EXHIBITS
| Incorporated by Reference | |||||||
|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | Page Number |
| 3.1(a) | Articles of Restatement of Kimco Realty Corporation, dated January 14, 2011 | 10-K | 1-10899 | 02/28/11 | 3.1(a) | ||
| 3.1(b) | Amendment to Articles of Restatement of Kimco Realty Corporation dated May 8, 2014 | - | - | - | - | X | 100 |
| 3.1(c) | Articles Supplementary of Kimco Realty Corporation dated November 8, 2010 | 10-K | 1-10899 | 02/28/11 | 3.1(b) | ||
| 3.1(d) | Articles Supplementary of Kimco Realty Corporation, dated March 12, 2012 | 8-A12B | 1-10899 | 03/13/12 | 3.2 | ||
| 3.1(e) | Articles Supplementary of Kimco Realty Corporation, dated July 17, 2012 | 8-A12B | 1-10899 | 07/18/12 | 3.2 | ||
| 3.1(f) | Articles Supplementary of Kimco Realty Corporation, dated November 30, 2012 | 8-A12B | 1-10899 | 12/03/12 | 3.2 | ||
| 3.2 | Amended and Restated By-laws of Kimco Realty Corporation, dated February 25, 2009 | 10-K | 1-10899 | 02/27/09 | 3.2 | ||
| 4.1 | Agreement of Kimco Realty Corporation pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K | S-11 | 333-42588 | 09/11/91 | 4.1 | ||
| 4.2 | Form of Certificate of Designations for the Preferred Stock | S-3 | 333-67552 | 09/10/93 | 4(d) | ||
| 4.3 | Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | S-3 | 333-67552 | 09/10/93 | 4(a) | ||
| 4.4 | First Supplemental Indenture, dated August 4, 1994, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | 10-K | 1-10899 | 03/28/96 | 4.6 | ||
| 4.5 | Second Supplemental Indenture, dated April 7, 1995, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | 8-K | 1-10899 | 04/07/95 | 4(a) | ||
| 4.6 | Indenture dated April 21, 2005, between Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee | 8-K | 1-10899 | 04/25/05 | 4.1 | ||
| 4.7 | Third Supplemental Indenture, dated June 2, 2006, between Kimco Realty Corporation, and The Bank of New York, as trustee | 8-K | 1-10899 | 06/05/06 | 4.1 | ||
| 4.8 | First Supplemental Indenture, dated October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee | 8-K | 1-10899 | 11/03/06 | 4.2 | ||
| 4.9 | Fifth Supplemental Indenture, dated October 31, 2006, among Kimco Realty Corporation, Pan Pacific Retail Properties, Inc. and Bank of New York Trust Company, N.A., as trustee | 8-K | 1-10899 | 11/03/06 | 4.1 | ||
| 4.10 | First Supplemental Indenture, dated June 2, 2006, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee | 10-K | 1-10899 | 02/28/07 | 4.12 | ||
| 4.11 | Second Supplemental Indenture, dated August 16, 2006, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee | 10-K | 1-10899 | 02/28/07 | 4.13 | ||
| 4.12 | Fourth Supplemental Indenture, dated April 26, 2007, between Kimco Realty Corporation and The Bank of New York, as trustee | 8-K | 1-10899 | 04/26/07 | 1.3 | ||
| 4.13 | Fifth Supplemental Indenture, dated September 24, 2009, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee | 8-K | 1-10899 | 09/24/09 | 4.1 | ||
| 4.14 | Third Supplemental Indenture, dated April 13, 2010, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee | 10-Q | 1-10899 | 05/07/10 | 99.2 | ||
| 4.15 | Sixth Supplemental Indenture, dated May 23, 2013, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee | 8-K | 1-10899 | 05/23/13 | 4.1 |
| Incorporated by Reference | |||||||
|---|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | Page Number |
| 4.16 | Fourth Supplemental Indenture, dated July 22, 2013, among Kimco North Trust III, Kimco Realty Corporation, as guarantor and BNY Trust Company of Canada, as trustee | 10-Q | 1-10899 | 08/02/13 | 99.2 | ||
| 4.17 | Seventh Supplemental Indenture, dated April 24, 2014, between Kimco Realty Corporation and The Bank of New York Mellon, as trustee | 8-K | 1-10899 | 04/24/14 | 4.1 | ||
| 10.1 | Amended and Restated Stock Option Plan | 10-K | 1-10899 | 03/28/95 | 10.3 | ||
| 10.2 | Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation (restated February 25, 2009) | 10-K | 1-10899 | 02/27/09 | 10.9 | ||
| 10.3 | Form of Indemnification Agreement | 10-K | 1-10899 | 02/27/09 | 99.1 | ||
| 10.4 | Agency Agreement, dated July 17, 2013, by and among Kimco North Trust III, Kimco Realty Corporation and Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc. and National Bank Financial Inc. | 10-Q | 1-10899 | 08/02/13 | 99.1 | ||
| 10.5 | 1 billion MXN Credit Agreement, dated March 3, 2008, among KRC Mexico Acquisition, LLC, as borrower, Kimco Realty Corporation, as guarantor and each of the parties named therein | 10-K/A | 1-10899 | 08/17/10 | 10.18 | ||
| 10.6 | Kimco Realty Corporation Executive Severance Plan, dated March 15, 2010 | 8-K | 1-10899 | 03/19/10 | 10.5 | ||
| 10.7 | Kimco Realty Corporation 2010 Equity Participation Plan | 8-K | 1-10899 | 03/19/10 | 10.7 | ||
| 10.8 | Form of Performance Share Award Grant Notice and Performance Share Award Agreement | 8-K | 1-10899 | 03/19/10 | 10.8 | ||
| 10.9 | Credit Agreement, dated April 17, 2009, among Kimco Realty Corporation and each of the parties named therein | 10-K/A | 1-10899 | 08/17/10 | 10.19 | ||
| 10.10 | $1.75 Billion Credit Agreement, dated October 27, 2011, among Kimco Realty Corporation and each of the parties named therein | 8-K | 1-10899 | 11/02/11 | 10.1 | ||
| 10.11 | Agreement and General Release between Kimco Realty Corporation and Barbara Pooley, dated January 18, 2012 | 8-K | 1-10899 | 01/19/12 | 10.1 | ||
| 10.12 | $400 Million Credit Agreement, dated April 17, 2012, among Kimco Realty Corporation as borrower and each of the parties named therein | 8-K | 1-10899 | 04/20/12 | 10.1 | ||
| 10.13 | First Amendment to the Kimco Realty Corporation Executive Severance Plan, dated March 20, 2012 | 10-Q | 1-10899 | 05/10/12 | 10.3 | ||
| 10.14 | $147.5 Million Credit Agreement, dated June 28, 2012, by and among InTown Hospitality Corp. as borrower, Kimco Realty Corporation as guarantor, and each of the parties named therein | 8-K | 1-10899 | 07/03/12 | 10.1 | ||
| 10.15 | First Amendment to the Kimco Realty Corporation 2010 Equity Participation Plan | S-8 | 333-184776 | 11/06/12 | 99.1 | ||
| 10.16 | First Amendment to Credit Agreement, dated June 3, 2013, among Kimco Realty Corporation, a Maryland corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent | 8-K | 1-10899 | 06/07/13 | 10.1 | ||
| 10.17 | $1.75 Billion Amended and Restated Credit Agreement, dated March 17, 2014, among Kimco Realty Corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent | 8-K | 1-10899 | 03/20/14 | 10.1 | ||
| 10.18 | First Amendment, dated March 17, 2014, to the Credit Agreement, dated April 17, 2012, among Kimco Realty Corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and PNC Bank, National Association, as administrative agent | 8-K | 1-10899 | 03/20/14 | 10.2 | ||
| 10.19 | Underwriting Agreement, dated April 14, 2014, by and among Kimco Realty Corporation and Citigroup Global Markets Inc., UBS Securities LLC and Wells Fargo Securities, LLC | 8-K | 1-10899 | 04/15/14 | 1.1 |
| 12.1 | Computation of Ratio of Earnings to Fixed Charges | — | — | — | — | X | 120 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12.2 | Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends | — | — | — | — | X | 121 | |||||||
| 21.1 | Significant Subsidiaries of the Company | — | — | — | — | X | 122 | |||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | — | — | — | — | X | 123 | |||||||
| 31.1 | Certification of the Company’s Chief Executive Officer, David B. Henry, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | X | 124 | |||||||
| 31.2 | Certification of the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | X | 125 | |||||||
| 32.1 | Certification of the Company’s Chief Executive Officer, David B. Henry, and the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | — | X | 126 | |||||||
| 99.1 | Property Chart | — | — | — | — | X | 127 | |||||||
| 101.INS | XBRL Instance Document | — | — | — | — | X | ||||||||
| 101.SCH | XBRL Taxonomy Extension Schema | — | — | — | — | X | ||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | — | — | — | — | X | ||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | — | — | — | — | X | ||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | — | — | — | — | X | ||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | — | — | — | — | X |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KIMCO REALTY CORPORATION |
|---|
| By: /s/ David B. Henry |
| David B. Henry |
| Chief Executive Officer |
Dated: February 27, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | |
|---|---|---|---|
| /s/ Milton Cooper | Executive Chairman of the Board of Directors | February 27, 2015 | |
| Milton Cooper | |||
| /s/ David B. Henry | Chief Executive Officer and Vice Chairman of | February 27, 2015 | |
| David B. Henry | the Board of Directors | ||
| /s/ Richard G. Dooley | Director | February 27, 2015 | |
| Richard G. Dooley | |||
| /s/ Joe Grills | Director | February 27, 2015 | |
| Joe Grills | |||
| /s/ Frank Lourenso | Director | February 27, 2015 | |
| Frank Lourenso | |||
| /s/ Richard Saltzman | Director | February 27, 2015 | |
| Richard Saltzman | |||
| /s/ Philip Coviello | Director | February 27, 2015 | |
| Philip Coviello | |||
| /s/ Colombe Nicholas | Director | February 27, 2015 | |
| Colombe Nicholas | |||
| /s/ Conor Flynn | President - | February 27, 2015 | |
| Conor Flynn | Chief Operating Officer | ||
| /s/ Glenn G. Cohen | Executive Vice President - | February 27, 2015 | |
| Glenn G. Cohen | Chief Financial Officer and | ||
| Treasurer | |||
| /s/ Paul Westbrook | Vice President - | February 27, 2015 | |
| Paul Westbrook | Chief Accounting Officer |
ANNUAL REPORT ON FORM 10-K
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