UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) __X__ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2000 OR ____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ____________ to ____________ Commission file number 1-10899 Kimco Realty Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 13-2744380 - ------------------------ ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) 3333 New Hyde Park Road, New Hyde Park, NY 11042-0020 - -------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code (516)869-9000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ------------------- ------------------------ Common Stock, par value $.01 per share. New York Stock Exchange Depositary Shares, each representing one- tenth of a share of 7-3/4% Class A Cumulative Redeemable Preferred Stock, par value $1.00 per share. New York Stock Exchange Depositary Shares, each representing one- tenth of a share of 8-1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share. New York Stock Exchange Depositary Shares, each representing one- tenth of a share of 8-3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share. New York Stock Exchange Depositary Shares, each representing one- tenth of a share of 7-1/2% Class D Cumulative Convertible Preferred Stock, par value $1.00 per share. New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. _X_ The aggregate market value of the voting stock held by nonaffiliates of the registrant was approximately $2.4 billion based upon the closing price on the New York Stock Exchange for such stock on February 1, 2001. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 63,249,835 shares as of February 1, 2001. Page 1 of 85 DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on May 15, 2001. Index to Exhibits begins on page 37. 2 TABLE OF CONTENTS Form 10-K Report Item No. Page - -------- ------ PART I 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . 13 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 15 4. Submission of Matters to a Vote of Security Holders . . . . 15 Executive Officers and other Significant Employees of the Registrant . . . . . . . . . . . . . . . . . . . . 25 PART II 5. Market for the Registrant's Common Equity and Related Shareholder Matters . . . . . . . . . . . . . 27 6. Selected Financial Data . . . . . . . . . . . . . . . . . . 28 7. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . 30 7A. Quantitative and Qualitative Disclosures About Market Risk. . 33 8. Financial Statements and Supplementary Data . . . . . . . . 34 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . 34 PART III 10. Directors and Executive Officers of the Registrant . . . . . 35 11. Executive Compensation . . . . . . . . . . . . . . . . . . . 35 12. Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . 35 13. Certain Relationships and Related Transactions . . . . . . . 35 PART IV 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . 36 3 PART I FORWARD-LOOKING STATEMENTS This annual report on Form 10-K, together with other statements and information publicly disseminated by Kimco Realty Corporation (the "Company" or "Kimco") contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic and local real estate conditions, (ii) financing risks, such as the inability to obtain equity or debt financing on favorable terms, (iii) changes in governmental laws and regulations, (iv) the level and volatility of interest rates (v) the availability of suitable acquisition opportunities and (vi) increases in operating costs. Accordingly, there is no assurance that the Company's expectations will be realized. Item 1. Business General Kimco Realty Corporation is one of the nation's largest owners and operators of neighborhood and community shopping centers. As of February 1, 2001, the Company's portfolio was comprised of 494 property interests including 429 neighborhood and community shopping center properties, two regional malls, 50 retail store leases, nine ground-up development projects, three parcels of undeveloped land and one distribution center totaling approximately 66.0 million square feet of leasable space located in 41 states. The Company's portfolio includes 53 shopping center properties comprising approximately 9.2 million square feet (the "KIR Portfolio") relating to the Kimco Income REIT ("KIR"), a joint venture arrangement with institutional investors established for the purpose of investing in high quality retail properties financed primarily with individual non-recourse mortgage debt (See Recent Developments - Investment in Kimco Income REIT ("KIR") and Note 4 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). The Company believes its portfolio of neighborhood and community shopping center properties is the largest (measured by gross leasable area ("GLA")) currently held by any publicly-traded real estate investment trust ("REIT"). The Company is a self-administered REIT and manages its properties through present management, which has owned and operated neighborhood and community shopping centers for 35 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. The Company's executive offices are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020 and its telephone number is (516) 869-9000. Unless the context indicates otherwise, the term the "Company" as used herein is intended to include subsidiaries of the Company. History The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders. In 1973, these principals formed the Company as a Delaware corporation, and in 1985, the operations of The Kimco Corporation were merged into the Company. The Company completed its initial public stock offering (the "IPO") in November 1991, and commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). In 1994 the Company reorganized as a Maryland corporation. The Company's growth through its first fifteen years resulted primarily from the ground-up development and construction of its shopping centers. By 1981, the Company had assembled a portfolio of 77 properties that provided an established source of income and positioned the Company for an expansion of its asset base. At that time, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and creating value through the redevelopment and re-tenanting of those properties. As a result of this strategy, substantially all of the shopping centers added to the Company's portfolio since 1981 have been through the acquisition of existing shopping centers. 4 During 1998, the Company, through a merger transaction, completed the acquisition of The Price REIT, Inc., a Maryland corporation (the "Price REIT")(See Note 3 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). Prior to the merger, Price REIT was a self-administered and self-managed equity REIT that was primarily focused on the acquisition, development, management and redevelopment of large retail community shopping center properties concentrated in the western part of the United States. In connection with the Merger, the Company acquired interests in 43 properties, located in 17 states, consisting of 39 retail community centers, one stand-alone retail warehouse, one project under development and two undeveloped land parcels, containing approximately 8.0 million square feet of GLA. The overall occupancy rate of the retail community centers was approximately 98%. With the completion of the Price REIT merger, the Company expanded its presence in certain western states including California, Arizona and Washington. In addition, Price REIT had strong ground-up development capabilities. These development capabilities, coupled with the Company's own construction management expertise, provides the Company, on a selective basis, the ability to pursue ground-up development opportunities. Also during 1998, the Company formed KIR, an entity in which the Company held a 99.99% limited partnership interest. KIR was established for the purpose of investing in high quality properties financed primarily with individual non-recourse mortgages. The Company believes that these properties are appropriate for financing with greater leverage than the Company traditionally uses. At the time of formation, the Company contributed 19 properties to KIR, each encumbered by an individual non-recourse mortgage. During 1999, KIR sold a significant interest in the partnership to institutional investors. As of December 31, 2000, the Company holds a 43.3% non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting (See Recent Developments - Investment in Kimco Income REIT ("KIR") and Note 4 of the Notes to Consolidated Financial Statements included in this annual report on form 10-K). In connection with the Tax Relief Extension Act of 1999 (the "RMA") which became effective January 1, 2001, the Company is now permitted to participate in activities which it was precluded from previously in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the code, subject to certain limitations. As such, the Company has established Kimco Developers, Inc. ("KDI"), a wholly-owned taxable REIT subsidiary which will be primarily engaged in the ground-up development of neighborhood and community shopping centers and sales thereof upon completion. KDI currently has nine ground-up development projects in progress located in San Antonio, TX, Houston, TX, Tallahasee, FL, Miamisburg, OH, Columbus, OH, Raleigh, NC, Henderson, NV, Burleson, TX and Peoria, AZ (see Recent Developments - Ground-Up Developments). Investment and Operating Strategy The Company's investment objective has been to increase cash flow, current income and, consequently, the value of its existing portfolio of properties, and to seek continued growth through (i) the strategic re-tenanting, renovation and expansion of its existing centers and (ii) the selective acquisition of established income-producing real estate properties and properties requiring significant re-tenanting and redevelopment, primarily in neighborhood and community shopping centers in geographic regions in which the Company presently operates. The Company, through its KDI subsidiary, will also make selective acquisitions of land parcels for the ground-up development of neighborhood and community shopping centers and subsequent sale thereof upon completion. The Company will consider investments in other real estate sectors and in geographic markets where it does not presently operate should suitable opportunities arise. The Company's neighborhood and community shopping center properties are designed to attract local area customers and typically are anchored by a discount department store, a supermarket or drugstore tenant offering day-to-day necessities rather than high-priced luxury items. The Company may either purchase or lease income-producing properties in the future, and may also participate with other entities in property ownership through partnerships, joint ventures or similar types of co-ownership. Equity investments may be subject to existing mortgage financing and other indebtedness or such financing or indebtedness may be incurred in connection with acquiring such investments. Any such financing or indebtedness will have priority over the Company's equity interest in such property. The Company may make loans to joint ventures in which it may or may not participate in the future. While the Company has historically held its properties for long-term investment, and accordingly has placed strong emphasis on its ongoing program of regular maintenance, periodic renovation and capital improvement, it is possible that properties in the portfolio may be sold, in whole or in part, as circumstances warrant, subject to REIT qualification rules. 5 The Company emphasizes equity real estate investments, but may, at its discretion, invest in mortgages, other real estate interests and other investments. The mortgages in which the Company may invest may be either first mortgages, junior mortgages or other mortgage-related securities. The Company may legally invest in the securities of other issuers, for the purpose, among others, of exercising control over such entities, subject to the gross income and asset tests necessary for REIT qualification. The Company may, on a selective basis, acquire all or substantially all securities or assets of other REITs or similar entities where such investments would be consistent with the Company's investment policies. In any event, the Company does not intend that its investments in securities will require it to register as an "investment company" under the Investment Company Act of 1940. The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. At December 31, 2000, the Company's single largest neighborhood and community shopping center, excluding the KIR Portfolio, accounted for only 1.4% of the Company's annualized base rental revenues and only 1.0% of the Company's total shopping center GLA. At December 31, 2000, the Company's five largest tenants, excluding the KIR Portfolio, include Kmart Corporation, Kohl's, The Home Depot, Ames, and TJX Companies, which represent approximately 13.3%, 2.9%, 2.6%, 2.6% and 1.9%, respectively, of the Company's annualized base rental revenues. The Company intends to maintain a conservative debt capitalization with a ratio of debt to total market capitalization of approximately 50% or less. As of December 31, 2000, the Company had a debt to total market capitalization ratio of approximately 30%. The Company has authority to offer shares of capital stock or other senior securities in exchange for property and to repurchase or otherwise reacquire its common stock or any other securities and may engage in such activities in the future. At all times, the Company intends to make investments in such a manner as to be consistent with the requirements of the Code, to qualify as a REIT unless, because of circumstances or changes in the Code (or in Treasury Regulations), the Board of Directors determines that it is no longer in the best interests of the Company to qualify as a REIT. The Company's policies with respect to the aforementioned activities may be reviewed and modified from time to time by the Company's Board of Directors without the vote of the Company's stockholders. Competition As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and operators of neighborhood and community shopping centers, the Company has established close relationships with a large number of major national and regional retailers and maintains a broad network of industry contacts. Management is associated with and/or actively participates in many shopping center and REIT industry organizations. Notwithstanding these relationships, there are numerous commercial developers, real estate companies, financial institutions and other investors that compete with the Company in seeking properties for acquisition and tenants who will lease space in these properties. Capital Resources Since the completion of the Company's IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $2.2 billion for the purposes of repaying indebtedness, acquiring interests in neighborhood and community shopping centers and for expanding and improving properties in the portfolio. During August 2000, the Company established a $250.0 million, unsecured revolving credit facility, which is scheduled to expire in August 2003. This credit facility, which replaced the Company's $215.0 million unsecured revolving credit facility, has made available funds to both finance the purchase of properties and meet any short-term working capital requirements. As of December 31, 2000 there was $45.0 million outstanding under this unsecured revolving credit facility. The Company has also implemented a medium-term notes program (the "MTN program") pursuant to which it may from time to time offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs, and (ii) managing the Company's debt maturities. (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.) 6 In addition to the public debt and equity markets as capital sources, the Company may, from time to time, obtain mortgage financing on selected properties. As of December 31, 2000, the Company had over 350 unencumbered property interests in its portfolio. During August 1998, the Company filed a shelf registration on Form S-3 for up to $750.0 million of debt securities, preferred stock, depositary shares, common stock and common stock warrants. As of February 1, 2001, the Company had approximately $106.7 million available for issuance under this shelf registration statement. It is management's intention that the Company continually have access to the capital resources necessary to expand and develop its business. Accordingly, the Company may seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage financings in a manner consistent with its intention to operate with a conservative debt capitalization policy. The Company anticipates that cash flows from operations will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and the payment of dividends in accordance with REIT requirements in both the short-term and long-term. In addition, the Company anticipates that cash on hand, availability under its revolving credit facility, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. Cash flow from operations increased to $250.5 million for the year ended December 31, 2000, as compared to $237.2 million for the year ended December 31, 1999. Inflation and Other Business Issues Many of the Company's leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above predetermined thresholds ("Percentage Rents"), which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses include increases in the consumer price index or similar inflation indices. In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents upon renewal to market rates. Most of the Company's leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and will, from time to time, enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt. As an owner of real estate, the Company is subject to risks arising in connection with the underlying real estate, including, among other factors, defaults or nonrenewal of tenant leases, the financial condition and stability of tenants, retailing trends, environmental matters and changes in real estate and zoning laws. The success of the Company also depends upon trends in the economy, including, but not limited to, interest rates, the availability of capital, either in the form of debt or equity on satisfactory terms, income tax laws, governmental regulations and legislation and population trends. Operating Practices Nearly all operating functions, including leasing, legal, construction, data processing, maintenance, finance and accounting, are administered by the Company from its executive offices in New Hyde Park, New York. The Company believes it is critical to have a management presence in its principal areas of operation; accordingly, the Company also maintains regional offices in Margate, Orlando and Tampa, Florida; Philadelphia, Pennsylvania; Dallas, Texas; Dayton and Cleveland, Ohio; Lisle and Chicago, Illinois; Charlotte, North Carolina; Phoenix and Tucson, Arizona and Los Angeles, California. A total of 260 persons are employed at the Company's executive and regional offices. The Company's regional offices are generally staffed by a manager and the support personnel necessary to both function as local representatives for leasing and promotional purposes and to complement the corporate office efforts to ensure that property inspection and maintenance objectives are achieved. The regional offices are important in reducing the time necessary to respond to the needs of the Company's tenants. Leasing and maintenance personnel from the corporate office also conduct regular inspections of each shopping center. The Company also employs a total of 58 persons at several of its larger properties in order to more effectively administer its maintenance and security responsibilities. 7 Management Information Systems Virtually all operating activities are supported by a sophisticated computer software system designed to provide management with operating data necessary to make informed business decisions on a timely basis. These systems are continually expanded and enhanced by the Company and reflect a commitment to quality management and tenant relations. The Company has integrated an advanced mid-range computer with personal computer technology, creating a management information system that facilitates the development of property cash flow budgets, forecasts and related management information. Qualification as a REIT The Company has elected, commencing with its taxable year which began January 1, 1992, to qualify as a REIT under the Code. If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company generally will not be subject to Federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. However, in connection with the RMA, which became effective January 1, 2001, the Company is now permitted to participate in activities which the Company was precluded from previously in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable subsidiaries under the Code, subject to certain limitations. These activities include, but are not limited to, the ground-up development of real estate and subsequent sale thereof. As such, the Company will be subject to Federal income tax on the income from these activities. Recent Developments Investment in Kimco Income REIT ("KIR") - During 1998, the Company formed KIR, an entity in which the Company held a 99.99% limited partnership interest. KIR was established for the purpose of investing in high quality real estate properties financed primarily with individual non-recourse mortgages. These properties include, but are not limited to, fully developed properties with strong, stable cash flows from credit-worthy retailers with long-term leases. The Company believes these type of properties are more appropriately financed with greater leverage than the Company traditionally uses. During April 1999, the Company entered into an agreement whereby an institutional investor purchased a significant limited partnership interest in KIR. Under the terms of the agreement, the agreed equity value for the properties previously contributed by the Company to KIR was approximately $107.0 million and the Company agreed to contribute an additional $10.0 million for a total investment of $117.0 million. During August 1999, KIR admitted three additional limited partners. The limited partners other than the Company subscribed for a total of $152.0 million in KIR. As a result of these transactions, the Company had a 43.3% non-controlling limited partnership interest in KIR as of December 31, 1999, and accounts for its investment in KIR under the equity method of accounting. During 2000, all subscriptions related to the initial commitments were contributed. During August 2000, KIR obtained additional subscriptions aggregating $300.0 million from the existing limited partners, of which the Company subscribed for an additional $130.0 million. As of December 31, 2000, the Company had contributed $19.5 million of such subscriptions and maintained its 43.3% interest in KIR. As of December 31, 2000, KIR had unfunded capital commitments of $255.0 million. During 2000, KIR purchased 24 shopping center properties, in separate transactions, aggregating 3.8 million square feet of GLA for approximately $421.0 million, including the assumption of approximately $152.0 million of mortgage debt. As of December 31, 2000, the KIR portfolio was comprised of 53 shopping center properties aggregating approximately 9.2 million square feet of GLA located in 17 states. During 2000, KIR obtained individual non-recourse, non-cross collateralized ten-year fixed-rate first mortgages aggregating $137.3 million on 12 of its properties, with interest rates ranging from 7.97% to 8.36% per annum. The net proceeds were used to finance the acquisition of various shopping center properties. During November 2000, KIR established a two year $100.0 million secured revolving credit facility with a group of banks which is scheduled to expire in November 2002. This facility is collateralized by the unfunded subscriptions of certain partners, including those of the Company. Under the terms of the facility, funds may be borrowed for general corporate purposes including funding the acquisition of institutional quality properties. Borrowings under the facility accrue interest at LIBOR plus .80%. A fee of 0.15% per annum is payable quarterly in arrears on the unused portion of the facility. As of December 31, 2000, there was $58.0 million outstanding under this facility. 8 Shopping Center Acquisitions - During the year ended December 31, 2000, the Company and its affiliates acquired interests in 12 shopping center properties located in 11 states, comprising approximately 1.4 million square feet of GLA for an aggregate purchase price of approximately $62.5 million, including the assumption of approximately $19.4 million of mortgage debt encumbering the properties as follows: In January 2000, the Company acquired Chippewa Plaza located in Chippewa, PA for a purchase price of approximately $14.5 million, including the assumption of approximately $13.3 million of mortgage debt encumbering the property. This shopping center is anchored by Kmart Corporation and Home Depot and contains approximately 215,000 square feet of GLA. In February 2000, the Company acquired Fort Collins Shopping Center located in Fort Collins, CO for a purchase price of approximately $8.8 million including the assumption of approximately $3.2 million of mortgage debt encumbering the property. This shopping center is anchored by Kohl's and contains approximately 106,000 square feet of GLA. Also during February 2000, the Company purchased Hammond Aire Plaza, a shopping center anchored by Burlington Coat Factory, for a purchase price of approximately $3.4 million. This center is located in Baton Rouge, LA and contains approximately 80,000 square feet of GLA. In June 2000, the Company, through its Kimco Select Investments affiliate, acquired five shopping center properties comprising approximately 462,000 square feet of GLA located in five states for an aggregate price of approximately $18.9 million. These properties were formerly anchored by a retailer which filed for protection under Chapter 11 of the Bankruptcy Code and subsequently rejected these leases in January 2000. The Company acquired these properties with an occupancy level of approximately 43% (currently 74%) and is actively negotiating with other retailers to lease the vacant space (see Recent Developments - Kimco Select Investments). Also in June 2000, the Company exercised its option to acquire two shopping center properties comprising 396,000 square feet of GLA from KC Holdings, Inc. ("KC Holdings"), an entity formed in connection with the Company's IPO in November 1991. The properties were acquired for an aggregate option price of approximately $12.2 million, paid $11.6 million in shares of the Company's common stock (285,148 common shares issued at $40.7625 per share) and $0.6 million through the assumption of mortgage debt encumbering one of the properties. Such mortgage debt was repaid during September 2000. The members of the Company's Board of Directors who are not also shareholders of KC Holdings, unanimously approved the Company's purchase of these two shopping center properties (See Note 15 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). In August 2000, the Company acquired a shopping center located in North Charleston, SC for a purchase price of approximately $3.7 million including the assumption of approximately $2.3 million in mortgage debt encumbering the property. This shopping center has approximately 62,000 square feet of GLA and is anchored by Sports Authority. In December 2000, the Company acquired a leasehold interest in a vacant shopping center property located in Glen Burnie, MD for approximately $1.0 million. This property contains approximately 60,000 square feet of GLA and was formerly occupied by Hechinger Stores Inc. The Company has completed the lease-up of this location. The Company, as a regular part of its business operations, will continue to actively seek properties for acquisition, which have below market-rate leases or other cash flow growth potential. Property Redevelopment - The Company has an ongoing program to reformat and re-tenant its properties to maintain or enhance its competitive position in the marketplace. During 2000, the Company substantially completed the redevelopment and re-tenanting of various shopping center properties. The Company expended approximately $39.0 million in connection with these major redevelopments and re-tenanting projects during 2000. The Company is currently involved in redeveloping several other shopping centers in the existing portfolio. The Company anticipates its capital commitment toward these and other redevelopment projects will be approximately $40 million during 2001. 9 Ground-Up Developments - During 2000, the Company was in progress on ground-up development projects located in San Antonio, TX, Houston, TX, Cedar Hill, TX, Tallahasee, FL, Miamisburg, OH, Henderson, NV, Burleson, TX, Peoria, AZ and Chandler, AZ. These projects had substantial pre-leasing prior to the commencement of construction. During 2000, the Company expended approximately $74.0 million in connection with the purchase of land and construction costs related to these projects. The Company anticipates its capital commitment toward these and other development projects will be approximately $150.0 million to $200.0 million during 2001. Effective January 1, 2001, the Company has elected taxable REIT subsidiary status for its wholly-owned subsidiary KDI. KDI will be primarily engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion. As such, as of January 1, 2001, the ground-up development projects described above are included in KDI. During January 2001, KDI sold its recently completed project in Chandler, AZ for approximately $32.5 million. Property Dispositions - During the year ended December 31, 2000, the Company, in separate transactions, disposed of ten shopping center properties. Sale prices from two of these dispositions aggregated approximately $4.5 million which approximated their aggregate net book value. Sale prices from six of these dispositions aggregated approximately $25.5 million which resulted in net gains of approximately $2.2 million. During June 2000, the Company disposed of a shopping center property in Forest Park, GA. Cash proceeds from the disposition totaling approximately $1.5 million, together with an additional $2.2 million cash investment, were used to acquire an exchange shopping center property located in North Charleston, SC during August 2000. The sale of this property resulted in a gain of approximately $1.1 million. During December 2000, the Company disposed of a shopping center property in Grand Haven, MI. Proceeds from the disposition totaling approximately $2.7 million will be used to acquire an exchange shopping center property. The sale of this property resulted in a gain of approximately $0.7 million. In addition, during 2000, the Company disposed of various land parcels, in separate transactions, for aggregate proceeds of approximately $5.6 million. Kimco Select Investments - Kimco Select Investments, a New York general partnership ("Kimco Select"), was formed in 1997 to provide the Company, through its 90% ownership interest, the opportunity to make investments outside of its core neighborhood and community shopping center business. Although potential investments may be largely retail-focused, Kimco Select may invest in other asset categories. Kimco Select will focus on investments where the intrinsic value in the underlying assets may provide potentially superior returns relative to the inherent risk. These investments may be in the form of direct ownership of real estate, mortgage loans, public and private debt and equity securities that Kimco Select believes are undervalued, unoccupied properties, properties leased to troubled or bankrupt tenants and other assets. During 2000, Kimco Select (i) acquired fee title to five shopping center properties formerly anchored by a retailer who filed for protection under Chapter 11 of the Bankruptcy Code and rejected the leases prior to the acquisition by Kimco Select for an aggregate purchase price of $18.9 million, (ii) acquired certain public bonds for an aggregate purchase price of approximately $27.0 million and (iii) sold two property interests, in separate transactions, for aggregate proceeds of approximately $16.2 million which resulted in net gains of $1.9 million (see Recent Developments - Property Dispositions). Kimco Select also has investments in (i) other public bonds, (ii) a joint venture which owns an office building in Miami, FL, (iii) two joint ventures which acquired participating interests in first and second mortgages, (iv) three retail properties in the Chicago, IL market and one property in Massapequa, NY, and (v) three properties which are anchored by ambulatory care facilities with complementary retail space. As of December 31, 2000, Kimco Select had total investments of approximately $110.0 million. 10 Other Transactions - In January 2000, the Company acquired fee title to a shopping center property in which the Company held a leasehold interest for an aggregate purchase price of approximately $2.5 million. During 1998, in connection with the Company's merger with The Price REIT, Inc., the Company acquired a 50% interest in a joint venture in Houston, TX. During March 2000, the Company acquired the remaining 50% interest in such partnership for $5.0 million and now accounts for its investment under the consolidation method of accounting. Financings - Unsecured Debt During August 2000, the Company issued $110.0 million of floating rate MTNs under its MTN program. These floating rate MTNs were priced at 99.7661% of par, mature in August 2002, and bear interest at LIBOR plus .25%. Interest on the MTNs is payable quarterly in arrears. As of November 2000, the Company entered into an interest rate swap agreement for the term of these MTNs, which effectively fixed the interest rate at 6.865% per annum. The proceeds from this MTN issuance were used to (i) repay a $60.0 million MTN that matured in August 2000 and (ii) to prepay a $52.0 million term loan that matured in November 2000. During October 2000, the Company issued an aggregate $100.0 million of senior fixed rate MTNs under its MTN program. These issuances consisted of (i) a $50.0 million MTN which matures in November 2005 and bears interest at 7.68% per annum, and (ii) a $50.0 million MTN which matures in November 2007 and bears interest at 7.86% per annum. Interest on these notes is payable semi-annually in arrears. The proceeds from these MTN issuances were used to repay a $100.0 million senior note that matured in November 2000. Mortgage Debt During 2000, the Company obtained individual non-recourse, non-cross collateralized fixed-rate first mortgage financing aggregating approximately $44.2 million on five Kmart anchored shopping centers. These mortgages mature in 2010 and have effective interest rates ranging from 7.91% to 8.15% per annum. Credit Facility In August 2000, the Company established a $250.0 million unsecured revolving credit facility (the "Credit Facility") with a group of banks. The Credit Facility is scheduled to expire in August 2003. Under the terms of the Credit Facility, funds may be borrowed for general corporate purposes, including (i) funding property acquisitions and (ii) development and redevelopment costs. Interest on borrowings under the Credit Facility accrues at a spread (currently .55%) to LIBOR, which fluctuates in accordance with changes in the Company's senior debt ratings. As part of the Credit Facility, the Company has a competitive bid option where the Company may auction up to $100.0 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 to LIBOR of .55%. This Credit Facility replaced the Company's $215.0 million unsecured revolving credit facility. As of December 31, 2000, there was $45.0 million outstanding under the Credit Facility. Equity During May 2000, the Company repurchased from an officer and director of the Company 100,217 depositary shares of its Class D Preferred Stock at a price of $25.00 per depositary share, totaling approximately $2.5 million. The Company does not have a share repurchase program but acquired the shares when it received an unsolicited offer to buy the shares (See Note 13 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). During June 2000, the Company issued 285,148 shares of common stock at $40.7625 per share in connection with the exercise of its option to acquire two shopping center properties from KC Holdings (See Note 15 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). During August 2000, the Company completed a primary public stock offering of 1,800,000 shares of common stock priced at $42.50 per share. The net proceeds from this sale of common stock, totaling approximately $72.4 million (after related transaction costs of $4.1 million) were used for general corporate purposes, including (i) the investment of additional equity capital in KIR (See Note 4 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K), and (ii) the development, redevelopment and expansion of properties in the Company's portfolio. 11 KC Holdings, Inc. To facilitate the Company's November 1991 IPO, 46 shopping center properties and certain other assets, together with indebtedness related thereto, were transferred to subsidiaries of KC Holdings. The Company, although having no ownership interest in KC Holdings or its subsidiary companies, was granted ten-year, fixed-price acquisition options which expire in November 2001 to reacquire the real estate assets owned by KC Holdings' subsidiaries, subject to any liabilities outstanding with respect to such assets at the time of an option exercise. As of December 31, 2000, KC Holdings' subsidiaries had conveyed 29 shopping center properties back to the Company and had disposed of ten additional centers in transactions with third parties. The members of the Company's Board of Directors who are not also shareholders of KC Holdings unanimously approved the purchase of each of the 29 shopping centers that have been reacquired by the Company from KC Holdings. (See Notes 11 and 15 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.) The Company manages three of KC Holdings' remaining seven shopping center properties pursuant to a management agreement. KC Holdings' other four shopping center properties are managed by unaffiliated joint venture partners. At December 31, 2000, the Company holds 10-year acquisition options which expire in November 2001 to reacquire interests in the remaining seven shopping center properties owned by KC Holdings' subsidiaries. The option exercise prices are fixed and payable in shares of the Company's common stock or, in the event payment in the form of common stock could jeopardize the Company's status as a REIT, an equivalent value in cash. If the Company exercises its options to acquire all the remaining shopping center properties, the maximum aggregate amount payable to KC Holdings would be approximately $3.3 million, or approximately 75,600 shares of the Company's common stock (assuming shares valued at the closing price on the NYSE of $44.1875 per share as of December 31, 2000). The Company would acquire the properties subject to any existing mortgage indebtedness and other liabilities on the properties. The acquisition options enable the Company to obtain any appreciation in the value of these properties over the option exercise prices, while eliminating the Company's interim exposure to leverage and operating risks. The option exercise prices for the shopping center properties are generally equal to 10% of KC Holdings' share of the mortgage debt which was outstanding on the properties at the date of the IPO. If, however, the market value of the Company's common stock at the time an option is exercised is less than $13.33 per share (the IPO price), then the option exercise price will decline proportionately (subject to maximum reduction of 50%). The seven shopping center properties subject to the acquisition options are held in five subsidiaries of KC Holdings. Four of the properties, which are owned in two separate joint ventures and managed by unaffiliated joint venture partners, are held by two subsidiaries, and the remaining three shopping center properties are each held by separate subsidiaries. The Company may exercise its acquisition options separately with respect to each subsidiary. The acquisition options may be exercised by either (i) a majority of the Company's directors who are not also stockholders of KC Holdings, provided that the pro forma annualized net cash flows of the properties to be acquired exceeds the dividend yield on the shares issued to exercise each option, or (ii) a majority of the Company's stockholders who are not also stockholders of KC Holdings. KC Holdings' subsidiaries may sell any of the properties subject to the acquisition options to any third party unaffiliated with KC Holdings or its stockholders, provided that KC Holdings provides the Company with a 30-day right of first refusal notice with regard to such sale. KC Holdings may cause such a selling subsidiary to distribute any sale proceeds to KC Holdings or its stockholders, provided that the option exercise price with respect to such subsidiary is reduced by the amount that is distributed, and further provided that no amount may be distributed so as to cause the option exercise price for any subsidiary to be reduced to less than $1.00. Each of KC Holdings' subsidiaries may pay dividends to KC Holdings to the extent of net operating cash flow. In addition, any KC Holdings subsidiary may make distributions to KC Holdings in excess of net operating cash flow, provided that the option exercise price with respect to such subsidiary is reduced by the amount of such distribution, and further provided that no amount may be distributed so as to cause the option exercise price for any subsidiary to be reduced to less than $1.00. KC Holdings may increase the indebtedness in its subsidiaries for the purpose of improving, maintaining, refinancing or operating the related shopping center properties. Such indebtedness may include borrowings from the stockholders of KC Holdings. 12 In the event of a complete casualty or a condemnation of a property held by any of KC Holdings' subsidiaries, the acquisition option will terminate with respect to such property and the option shall continue to be effective with respect to any other properties held by such subsidiary. Each of KC Holdings' subsidiaries has agreed with the Company that it will engage in no activities other than in connection with the ownership, maintenance and improvement of the properties that it owns and only to the extent that the Company could engage in such activities without receiving or earning non-qualifying income (in excess of certain limits) under the REIT provisions of the Code or without otherwise impairing the Company's status as a REIT. In addition, KC Holdings has covenanted not to engage in any other real estate activity. The Company has agreed not to make loans to KC Holdings or its subsidiaries. Subsequent Events During March 2001, the Company through a joint venture (the "Ward Venture") in which the Company has a 50% interest, acquired asset designation rights for all of the real estate property interests of the bankrupt estate of Montgomery Ward LLC and its affiliates. These asset designation rights will enable the Ward Venture to direct the ultimate disposition of the 315 fee and leasehold interests held by the bankrupt estate. The Ward Venture acquired the asset designation rights for an initial purchase price of $60.5 million, however, the price may ultimately exceed $435.5 million under the terms of the designation rights agreement. The asset designation rights expire in February 2002 for the leasehold positions and December 2004 for the fee owned locations. During the marketing period, the Ward Venture will be responsible for all carrying costs associated with the properties until the site is designated for a user. Exchange Listings The Company's common stock, Class A Depositary Shares, Class B Depositary Shares, Class C Depositary Shares and Class D Depositary Shares are traded on the NYSE under the trading symbols "KIM", "KIMprA", "KIMprB", "KIMprC" and "KIMprD", respectively. Item 2. Properties Real Estate Portfolio As of January 1, 2001 the Company's real estate portfolio was comprised of approximately 66.5 million square feet of GLA in 431 neighborhood and community shopping center properties, two regional malls, 55 retail store leases, three parcels of undeveloped land, one distribution center and seven projects under development, located in 41 states. The Company's portfolio includes 53 shopping center properties comprising approximately 9.2 million square feet of GLA relating to the KIR Portfolio. Neighborhood and community shopping centers comprise the primary focus of the Company's current portfolio, representing approximately 98% of the Company's total shopping center GLA. As of January 1, 2001, approximately 92.8% of the Company's neighborhood and community shopping center space (excluding the KIR Portfolio) was leased, and the average annualized base rent per leased square foot of the neighborhood and community shopping center portfolio (excluding the KIR Portfolio) was $7.99. As of January 1, 2001, the KIR Portfolio was 98.3% leased with an average annualized base rent per leased square foot of $11.16. The Company's neighborhood and community shopping center properties, generally owned and operated through subsidiaries or joint ventures, had an average size of approximately 139,000 square feet as of January 1, 2001. The Company generally retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with major renovations and refurbishing to preserve and increase the value of its properties. These projects usually include renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting. During 2000, the Company capitalized approximately $6.2 million in connection with these property improvements. The Company's neighborhood and community shopping centers (including the KIR Portfolio) are usually "anchored" by a national or regional discount department store, supermarket or drugstore. As one of the original participants in the growth of the shopping center industry and one of the nation's largest owners and operators of shopping centers, the Company has established close relationships with a large number of major national and regional retailers. National and regional companies that are tenants in the Company's shopping center properties include Kmart Corporation, The Home Depot, Kohl's, WalMart, Ames, TJX Companies, Toys/Kids R' Us, Costco and Best Buy. 13 A substantial portion of the Company's income consists of rent received under long-term leases. Most of the leases provide for the payment of fixed base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping centers. Although a majority of the leases require the Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the tenant, and the Company's standard small store lease provides for roof repairs to be reimbursed by the tenant as part of common area maintenance. The Company's management places a strong emphasis on sound construction and safety at its properties. Approximately 1,900 of the Company's 5,020 leases also contain provisions requiring the payment of additional rent calculated as a percentage of tenants' gross sales above predetermined thresholds. Percentage Rents accounted for approximately 1% of the Company's revenues from rental property for the year ended December 31, 2000. Minimum base rental revenues and operating expense reimbursements accounted for approximately 99% of the Company's total revenues from rental property for the year ended December 31, 2000. The Company's management believes that the base rent per leased square foot for many of the Company's existing leases is generally lower than the prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for future growth. The Company has been able to capitalize on the below market-rate leases in its existing shopping center portfolio to obtain increases in rental revenues through the renewal of leases or strategic re-tenanting of space. For the period January 1, 2000 to December 31, 2000 excluding the effects of 2000 acquisitions and dispositions, the Company increased the average base rent per leased square foot in its portfolio of neighborhood and community shopping centers (excluding the KIR Portfolio) from $7.87 to $7.96, an increase of $0.09 per square foot, which was primarily attributed to general leasing activity within the existing portfolio. The combined effect of the 2000 acquisitions/dispositions decreased the overall rent per leased square foot by $0.01, thus bringing the average rent per leased square foot to $7.95 as of December 31, 2000. The average annual base rent per leased square foot for new leases (excluding the KIR Portfolio) executed in 2000 was $8.23. The Company seeks to reduce its operating and leasing risks through geographic and tenant diversity. No single neighborhood and community shopping center (excluding the KIR Portfolio) accounted for more than 1.0% of the Company's total shopping center GLA or more than 1.4% of total annualized base rental revenues as of December 31, 2000. The Company's five largest tenants (excluding the KIR Portfolio) include Kmart Corporation, Kohl's, The Home Depot, Ames, and TJX Companies, which represent approximately 13.3%, 2.9%, 2.6%, 2.6% and 1.9%, respectively, of annualized base rental revenues at December 31, 2000. The Company maintains an active leasing and capital improvement program that, combined with the high quality of the locations, has made, in management's opinion, the Company's properties attractive to tenants. The Company's management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners. Retail Store Leases In addition to neighborhood and community shopping centers, as of January 1, 2001, the Company had interests in retail store leases totaling approximately 4.9 million square feet of anchor stores in 55 neighborhood and community shopping centers located in 24 states. As of January 1, 2001, approximately 93.0% of the space in these anchor stores had been sublet to retailers that lease the stores under net lease agreements providing for average annualized base rental payments of $4.18 per square foot. The average annualized base rental payments under the Company's retail store leases to the land owners of such subleased stores is approximately $2.82 per square foot. The average remaining primary term of the retail store leases (and, similarly, the remaining primary terms of the sublease agreements with the tenants currently leasing such space) is approximately 4 years, excluding options to renew the leases for terms which generally range from 5 to 25 years. Ground-Leased Properties The Company has 54 shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company (or an affiliated joint venture) to construct and/or operate a shopping center. The Company or the joint venture pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements. At the end of these long-term leases, unless extended, the land together with all improvements revert to the land owner. 14 Undeveloped Land The Company owns certain unimproved land tracts and parcels of land adjacent to certain of its existing shopping centers that are held for possible expansion. At times, should circumstances warrant, the Company may develop or dispose of these parcels. The table on pages 16 to 24 sets forth more specific information with respect to each of the Company's property interests. Item 3. Legal Proceedings The Company is not presently involved in any litigation nor to its knowledge is any litigation threatened against the Company or its subsidiaries that, in management's opinion, would result in any material adverse effect on the Company's ownership, management or operation of its properties, or which is not covered by the Company's liability insurance. Item 4. Submission of Matters to a Vote of Security Holders None. 15 YEAR OWNERSHIP DEVELOPED INTEREST/ LAND AREA LOCATION OR ACQUIRED (EXPIRATION)(2) (ACRES) - ----------------------------------------------------------------------------------------------------------------------------------- ALABAMA FAIRFIELD 2000 FEE 8.6 HOOVER 1999 FEE 15.5 ARIZONA CHANDLER (6) 1999 FEE/JOINT VENTURE 17.5 GLENDALE 1998 FEE/JOINT VENTURE 16.5 GLENDALE (8) 1998 FEE 40.5 MESA 1998 FEE 19.8 NORTH PHOENIX 1998 FEE 17.0 PEORIA (4) 2000 FEE/JOINT VENTURE 56.4 PHOENIX 1998 FEE 13.4 PHOENIX 1998 FEE 26.6 PHOENIX 1997 FEE 17.5 TEMPE 1998 FEE/JOINT VENTURE 21.1 TEMPE (5) 1998 FEE/JOINT VENTURE 20.0 CALIFORNIA ALHAMBRA 1998 FEE 18.4 ANAHEIM 1995 FEE 1.0 CARMICHAEL 1998 FEE 18.5 CHULA VISTA 1998 FEE 31.3 CORONA 1998 FEE 58.3 COVINA (8) 2000 FEE 25.4 LA MIRADA 1998 FEE 31.2 MONTEBELLO (8) 2000 FEE 20.4 OXNARD (8) 1998 FEE 14.4 SAN DIEGO (8) 2000 FEE 11.2 SAN RAMON (8) 1999 FEE 5.3 SANTA ANA 1998 FEE 12.0 SANTEE 1998 FEE 11.0 STOCKTON 1999 FEE 14.6 TEMECULA (8) 1999 FEE 40.0 TORRANCE (8) 2000 FEE 26.7 COLORADO AURORA 1998 FEE 13.8 AURORA 1998 FEE 9.9 AURORA 1998 FEE 13.9 COLORADO SPRINGS 1998 FEE 10.7 DENVER 1998 FEE 1.5 ENGLEWOOD 1998 FEE 6.5 FT. COLLINS 2000 FEE 10.6 LAKEWOOD 1998 FEE 7.6 CONNECTICUT BRANFORD (8) 2000 FEE 19.1 ENFIELD (8) 2000 FEE 16.2 FARMINGTON 1998 FEE 16.9 HAMDEN 1997 FEE/JOINT VENTURE 7.4 NORTH HAVEN 1998 FEE 31.7 WATERBURY 1993 FEE 13.1 DELAWARE ELSMERE 1979 GROUND LEASE (2076) 17.1 DOVER (3) 1999 FEE/JOINT VENTURE 89.0 [RESTUB] LEASABLE PERCENT MAJOR LEASE AREA LEASED (LEASE EXPIRATION/ LOCATION (SQ. FT.) (1) OPTION EXPIRATION) - ------------------------------------------------------------------------------------------------------------------------------- ALABAMA FAIRFIELD 86,566 100 TELETECH CUSTOM(2009/2029) HOOVER 115,347 100 WALMART(2025/2095) ARIZONA CHANDLER (6) 129,109 98.8 AJ'S FINE FOOD(2025/2050) GLENDALE 124,325 100 SEARS(2001/2016), MICHAELS(2003/2018), FABRIC CENTER(2002/2017) GLENDALE (8) 337,107 100 COSTCO(2011/2046),HOMEBASE(2008/2028),LEVITZ(2012/2032) MESA 135,692 93 ROSS STORES(2000/2005),HARKINS THEATRE(2005/2025),OUR HOME(2005/2015) NORTH PHOENIX 228,769 100 BURLINGTON COAT(2013/2023),MICHAELS(2007/2022) PEORIA (4) - - PHOENIX 143,646 100 HOME DEPOT(2020/2050),JOANN FABRICS(2010/2025),AUTO ZONE(2003/2013) PHOENIX 328,532 99 COSTCO(2006/2041),HOMEBASE(2009/2029) PHOENIX 124,989 93 SAFEWAY(2009/2039),LA PETITE CHILD(2004/2014) TEMPE 381,312 100 HOMEBASE(2010/2030),PETSMART(2011/2031),STAPLES(2005/2025) TEMPE (5) - - CALIFORNIA ALHAMBRA 200,634 77 COSTCO(2006/2041),JOANN FABRICS(2004/2019) ANAHEIM 15,396 100 CARMICHAEL 212,811 99 HOME DEPOT(2003/2022),SPORTS AUTHORITY(2009/2024) CHULA VISTA 363,222 77 COSTCO(2006/2041),HOMEBASE(2008/2028),JOANN FABRICS(2002/2017) CORONA 475,908 100 COSTCO(2007/2042),HOME DEPOT(2010/2029),LEVITZ(2009/2029) COVINA (8) 254,281 98 HOME DEPOT(2004/2034),STAPLES(2001/2011) LA MIRADA 253,859 84 TOYS R US(2012/2032),LA FITNESS(2012/2022),US POST OFFICE(2005/2020) MONTEBELLO (8) 204,169 97 SEARS(2012/2062),TOYS R US(2018/2043) OXNARD (8) 171,580 100 TARGET(2003/2013),FOOD 4 LESS(2003/2008) SAN DIEGO (8) 112,410 100 LUCKY STORES(2012),SPORTMART(2013) SAN RAMON (8) 42,066 100 CROWN BOOKS(2004/2014) SANTA ANA 134,400 100 HOME DEPOT(2015/2035) SANTEE 103,903 97 OFFICE DEPOT(2006/2021),ROSS STORES(2004/2024),MICHAELS(2003/2018) STOCKTON 146,346 100 HOMEBASE(2006/2026),OFFICE DEPOT(2005/2015),COSTCO(2008/2033) TEMECULA (8) 255,133 98 KMART(2017/2032),MERVYNS(2030),FOOD 4 LESS(2010/2030) TORRANCE (8) 266,917 100 SEARS HOMELIFE(2011/2021),LINENS N THINGS(2010/2020),MARSHALLS(2004/2019) COLORADO AURORA 145,466 92 TJ MAXX(2002/2012) AURORA 44,170 96 BLOCKBUSTER(2003) AURORA 111,085 97 COOMERS CRAFTS(2001/2006),CROWN LIQUORS(2005/2010) COLORADO SPRINGS 107,310 90 CUB FOODS(2004/2034) DENVER 18,405 100 PAYLESS DRUG(2002/2017) ENGLEWOOD 80,330 100 PHAR-MOR(2004/2019),OLD COUNTRY BUFFET(2009/2019) FT. COLLINS 105,862 100 KOHLS(2020/2070) LAKEWOOD 82,581 100 SAFEWAY(2002/2032) CONNECTICUT BRANFORD (8) 191,496 96 KOHLS(2002/2022),WALDBAUMS(2016/2036) ENFIELD (8) 162,459 96 KOHLS(2021/2041),WALDBAUMS(2014/2034) FARMINGTON 184,746 96 SPORTS AUTHORITY(2018/2063),LINENS N THINGS(2016/2036),BORDER BOOKS(2018/2063) HAMDEN 341,502 100 STOP & SHOP(2004/2014), BON-TON(2002/2012),BOB'S STORES(2016/2036) NORTH HAVEN 327,069 97 HOME DEPOT(2009/2029),BJ'S(2006/2041) WATERBURY 136,153 100 STOP & SHOP(2002/2007),STOP & SHOP(2013/2043) DELAWARE ELSMERE 111,600 100 VALUE CITY(2008/2038) DOVER (3) - - 16 YEAR OWNERSHIP DEVELOPED INTEREST/ LAND AREA LOCATION OR ACQUIRED (EXPIRATION)(2) (ACRES) - ----------------------------------------------------------------------------------------------------------------------------------- FLORIDA ALTAMONTE SPRINGS 1998 FEE/JOINT VENTURE 19.4 ALTAMONTE SPRINGS 1995 FEE 5.6 BOCA RATON 1967 FEE 9.9 BOYNTON BEACH (8) 1999 FEE 18.0 BRADENTON 1968 FEE/JOINT VENTURE 6.2 BRADENTON 1998 FEE 19.6 CORAL SPRINGS 1994 FEE 5.9 CORAL SPRINGS 1997 FEE 9.8 EAST ORLANDO 1971 FEE 11.6 FT. PIERCE 1970 FEE/JOINT VENTURE 14.8 HOMESTEAD 1972 FEE/JOINT VENTURE 21.0 JACKSONVILLE 1999 FEE 18.6 JENSEN BEACH 1994 FEE 20.7 KEY LARGO (8) 2000 FEE 21.5 KISSIMMEE 1996 FEE 18.4 LAKE MARY (8) 2000 FEE 4.7 LARGO 1968 FEE 12.0 LARGO 1992 FEE 29.4 LARGO 1993 FEE 6.6 LAUDERDALE LAKES 1968 FEE/JOINT VENTURE 10.0 LAUDERHILL 1978 FEE 15.5 LEESBURG 1969 GROUND LEASE (2017) 1.3 MARGATE 1993 FEE 34.1 MELBOURNE 1968 GROUND LEASE (2071) 11.5 MELBOURNE 1994 FEE 13.8 MELBOURNE 1998 FEE 13.2 MIAMI 1968 FEE 8.2 MIAMI 1998 FEE/JOINT VENTURE 14.0 MIAMI 1986 FEE 7.8 MIAMI 1995 FEE 5.4 MIAMI 1998 FEE/JOINT VENTURE 0.3 MIAMI 1985 FEE 15.9 MOUNT DORA 1997 FEE 12.4 OCALA 1997 FEE 27.2 ORLANDO (8) 2000 FEE 18.0 ORLANDO 1968 FEE/JOINT VENTURE 10.0 ORLANDO 1968 FEE 12.0 ORLANDO 1968 GROUND LEASE (2047)/JOINT VENTURE 7.8 ORLANDO 1994 FEE 28.0 ORLANDO 1996 FEE 11.7 PALATKA 1970 FEE 8.9 PLANTATION 1974 FEE/JOINT VENTURE 4.6 POMPANO BEACH 1968 FEE/JOINT VENTURE 6.6 PORT RICHEY (8) 1998 FEE 14.3 RIVIERA BEACH 1968 FEE/JOINT VENTURE 5.1 SANFORD 1989 FEE 40.9 SARASOTA 1970 FEE 10.0 SARASOTA 1989 FEE 12.0 ST. PETERSBURG 1968 GROUND LEASE (2084)/JOINT VENTURE 9.0 TALLAHASSEE 1998 FEE 12.8 TALLAHASSEE (4) 2000 GROUND LEASE(2085)/JOINT VENTURE 33.9 TAMPA 1997 FEE 16.3 WEST PALM BEACH 1995 FEE 7.9 WEST PALM BEACH 1967 FEE/JOINT VENTURE 7.6 WINTER HAVEN 1973 FEE/JOINT VENTURE 13.9 GEORGIA ATLANTA 1988 FEE 19.5 AUGUSTA 1995 FEE 11.3 GAINESVILLE 1970 FEE/JOINT VENTURE 12.6 MACON 1969 FEE 12.3 SAVANNAH 1993 FEE 22.2 SAVANNAH 1995 FEE 9.5 [RESTUB] LEASABLE PERCENT MAJOR LEASE AREA LEASED (LEASE EXPIRATION/ LOCATION (SQ. FT.) (1) OPTION EXPIRATION) - ------------------------------------------------------------------------------------------------------------------------------- FLORIDA ALTAMONTE SPRINGS 271,095 71 GENERAL CINEMA(2005/2025) ALTAMONTE SPRINGS 94,193 100 ROOMS TO GO(2001),THOMASVILLE HOME(2001/2006),PEARL ARTS N CRAFTS(2008/2018) BOCA RATON 73,549 98 WINN DIXIE(2008/2033),TUESDAY MORNING(2008) BOYNTON BEACH (8) 192,759 100 KMART(2006/2056),ALBERTSONS(2015/2040) BRADENTON 24,700 100 GRAND CHINA(2009/2014),CARRABBAS(2006/2021) BRADENTON 162,997 99 TARGET(2040),PUBLIX(2012/2032),TJ MAXX(2003/2018) CORAL SPRINGS 46,497 100 LINENS N THINGS(2012/2027),TGI FRIDAYS(2005/2015),PIER 1 IMPORTS(2006/2011) CORAL SPRINGS 83,500 100 TJ MAXX(2007/2017),RAG SHOP(2001/2026),BLOCKBUSTER(2006/2026) EAST ORLANDO 131,981 81 SPORTS AUTHORITY(2010/2020),OFFICE DEPOT(2005/2025) FT. PIERCE 210,460 98 KMART(2006/2016),WINN DIXIE(2002/2027) HOMESTEAD 161,619 100 PUBLIX(2014/2034),OFFICEMAX(2013/2028),ECKERD(2002/2012) JACKSONVILLE 203,536 100 BURLINGTON COAT(2003/2018),TJ MAXX(2007/2017),OFFICEMAX(2012/2032) JENSEN BEACH 170,291 92 SERVICE MERCHANDISE(2010/2070),MARSHALLS(2005/2020),LINEN SUPERMARKET(2002/2007) KEY LARGO (8) 207,361 96 KMART(2014/2064),PUBLIX(2009/2029),BEALLS OUTLET(2002/2011) KISSIMMEE 130,983 100 KASH N KARRY(2006/2036),OFFICEMAX(2012/2027),JOANN FABRICS(2001/2016) LAKE MARY (8) 38,125 84 LARGO 149,472 92 WALMART(2007/2027),ECKERD(2001/2004) LARGO 215,916 100 PUBLIX(2009/2029),AMERI MULTI CINEMA(2011/2036),OFFICE DEPOT(2004/2019) LARGO 56,630 78 LAUDERDALE LAKES 112,476 99 THRIFT SHOPS(2002/2012),FAMILY DOLLAR(2002/2017),GOODWILL INDUSTRIES(2006) LAUDERHILL 179,726 97 BABIESR US(2004/2014) LEESBURG 13,468 100 DISCOUNT AUTO(2004) MARGATE 260,896 100 PUBLIX(2008/2028),OFFICE DEPOT(2005/2020),SAM ASH MUSIC(2006/2011) MELBOURNE 168,737 98 JOANN FABRICS(2006/2016),WALGREENS(2045),GOODWILL INDUSTRIES(2001/2004) MELBOURNE 131,851 98 WINN DIXIE(2002/2027),HOMELIFE(2001/2003),GOODWILL INDUSTRIES(2004/2010) MELBOURNE 148,003 95 SERVICE MERCHANDISE(2005/2035),KROGER(2004/2034),MARSHALLS(2005/2010) MIAMI 104,968 100 KMART(2009/2029),WALGREENS(2009) MIAMI 162,278 46 BABIES R US(2006/2021),FIRESTONE(2003/2009) MIAMI 81,780 100 PUBLIX(2009/2029),WALGREENS(2018/0000) MIAMI 60,804 98 KIDS R US(2016/2021),PARTY CITY(2007/2017) MIAMI 147,803 74 MIAMI 92,130 100 PUBLIX(2019/2039),WALGREENS(2058),HOLLYWOOD VIDEO(2009/2024) MOUNT DORA 118,150 100 KMART(2013/2063),PET SUPERMARKET(2003/2013) OCALA 254,537 94 KMART(2001/2021),SERVICE MERCHANDISE(2007/2032) ORLANDO (8) 124,065 99 KMART(2014/2064) ORLANDO 114,434 100 BALLYS TOTAL FITNESS(2008/2018) ORLANDO 131,646 100 BED BATH & BEYOND(2002/2012),BOOKS-A-MILLION(2006/2016),OFFICEMAX(2008/2023) ORLANDO 103,480 100 OFFICE FURNITURE(2002/2007) ORLANDO 230,704 94 OLD TIME POTTERY(2010/2020),SPORTS AUTHORITY(2011/2031) ORLANDO 126,356 100 ROSS STORES(2003/2028),BIG LOTS(2004/2009) PALATKA 81,330 86 SAVE A LOT(2003/2013),BIG LOTS(2002/2012) PLANTATION 60,414 100 BREAD OF LIFE(2009/2019),WHOLE FOODS(2009/2019) POMPANO BEACH 63,838 96 DOLLAR GENERAL(2005/2010) PORT RICHEY (8) 103,294 95 CIRCUIT CITY(2011/2031), STAPLES(2006/2011) RIVIERA BEACH 46,390 100 GOODWILL INDUSTRIES(2005/2008) SANFORD 302,455 93 WALMART(2005/2035),ROSS STORES(2005/2025),PUBLIX(2005/2025) SARASOTA 102,485 100 TJ MAXX(2007/2017),OFFICEMAX(2009/2024) SARASOTA 77,353 98 ECKERD(2000),PET SUPERMARKET(2003/2013) ST. PETERSBURG 118,979 66 KASH N KARRY(2017/2037),TJ MAXX(2001/2011) TALLAHASSEE 105,535 100 STEIN MART(2003/2008) TALLAHASSEE (4) - TAMPA 109,408 100 STAPLES(2003/2018), ROSS STORES(2002/2022) WEST PALM BEACH 80,845 100 BABIES R US(2006/2021) WEST PALM BEACH 74,326 100 WINN0DIXIE(2010/2030),FAMILY DOLLAR(2009/2024) WINTER HAVEN 88,400 88 BIG LOTS(2005/2010),JOANN FABRICS(2006/2016) GEORGIA ATLANTA 165,314 100 AUGUSTA 119,930 58 TJ MAXX(2004/2014),WORLD GYM(2004/2009) GAINESVILLE 142,288 88 BIG LOTS(2002),OFFICE DEPOT(2004/2020) MACON 127,260 82 HEILIG MEYERS(2007/2017),ODD LOTS(2003) SAVANNAH 187,071 96 TOYS R US(2005),PHAR-MOR(2001/2004),TJ MAXX(2005/2015) SAVANNAH 88,325 100 MEDIA PLAY(2006/2021),STAPLES(2015/2030),US BOAT MARINE(2004/2014) 17 YEAR OWNERSHIP DEVELOPED INTEREST/ LAND AREA LOCATION OR ACQUIRED (EXPIRATION)(2) (ACRES) - ------------------------------------------------------------------------------------------------------------------------------------ ILLINOIS ADDISON 1968 GROUND LEASE (2066) 8.0 ADDISON 1998 FEE 16.4 ALTON 1998 FEE 21.2 ARLINGTON HEIGHTS 1998 FEE 19.2 AURORA 1998 FEE 17.9 BELLEVILLE 1998 GROUND LEASE (2057) 20.3 BLOOMINGTON 1972 FEE 16.1 BRADLEY 1996 FEE 5.4 BRIDGEVIEW 1998 FEE 6.8 CALUMET CITY 1997 FEE 17.0 CARBONDALE 1997 GROUND LEASE (2052) 8.1 CHAMPAIGN 1998 FEE 9.0 CHICAGO 1998 FEE 9.5 CHICAGO 1997 FEE 13.4 CHICAGO 1997 GROUND LEASE (2040) 17.5 CHICAGO 1997 FEE 6.0 CHICAGO 1998 FEE 6.4 COUNTRYSIDE 1997 GROUND LEASE (2053) 27.7 CRESTHILL 1997 GROUND LEASE (2039) 9.0 CRESTWOOD 1997 GROUND LEASE (2051) 36.8 CRYSTAL LAKE 1998 FEE 6.1 DOWNERS GROVE 1998 FEE 7.2 DOWNERS GROVE 1999 FEE 24.8 DOWNERS GROVE 1997 FEE 12.0 ELGIN 1972 FEE 18.7 ELGIN 1998 FEE 9.0 FAIRVIEW HEIGHTS 1998 GROUND LEASE (2050) 19.1 FOREST PARK 1997 GROUND LEASE (2021) 9.3 GENEVA 1996 FEE 8.2 MATTESON 1997 FEE 17.0 MT. PROSPECT 1997 FEE 16.8 MUNDELIEN 1998 FEE 7.6 NAPERVILLE 1997 FEE 9.0 NILES 1997 GROUND LEASE (2022) 10.2 NORRIDGE 1997 GROUND LEASE (2042) 11.7 OAK LAWN 1997 FEE 15.4 OAKBROOK TERRACE 1997 FEE 15.6 ORLAND PARK 1998 FEE 7.8 ORLAND PARK 1998 FEE 18.8 OTTAWA 1970 FEE 9.0 PEORIA 1997 GROUND LEASE (2031) 20.5 ROCKFORD 1998 GROUND LEASE (2030) 9.0 SCHAUMBURG 1998 FEE 7.3 SKOKIE 1997 FEE 10.7 SPRINGFIELD 1998 GROUND LEASE (2028) 6.7 STREAMWOOD 1998 FEE 5.6 WAUKEGAN 1998 FEE 6.8 WOODRIDGE 1998 FEE 13.1 INDIANA EVANSVILLE 1986 FEE 14.2 EVANSVILLE 1986 FEE 11.5 FELBRAM 1970 FEE 4.1 GREENWOOD 1970 FEE 25.7 GRIFFITH 1997 GROUND LEASE (2054) 10.6 INDIANAPOLIS 1967 FEE 11.9 INDIANAPOLIS 1998 FEE/JOINT VENTURE 17.4 INDIANAPOLIS 1986 FEE 20.6 INDIANAPOLIS 1997 FEE 9.6 LAFAYETTE 1971 FEE 12.4 LAFAYETTE 1997 FEE 24.3 LAFAYETTE 1998 FEE 43.2 MERRILLVILLE 1997 GROUND LEASE (2015) 12.7 MISHAWAKA 1998 FEE 7.5 SOUTH BEND 1998 FEE 1.8 [RESTUB] LEASABLE PERCENT MAJOR LEASE AREA LEASED (LEASE EXPIRATION/ LOCATION (SQ. FT.) (1) OPTION EXPIRATION) - ------------------------------------------------------------------------------------------------------------------------------- ILLINOIS ADDISON 93,289 46 CAPUTOS(2001),BLOCKBUSTER(2003) ADDISON 115,130 100 KMART(2024/2054) ALTON 159,824 82 VALUE CITY(2003/2023) ARLINGTON HEIGHTS 80,040 100 KMART(2024/2054) AURORA 91,182 100 KMART(2024/2054) BELLEVILLE 81,490 100 KMART(2024/2054) BLOOMINGTON 175,530 99 SCHNUCK MARKETS(2004/2024),TOYS R US(2015/2045),BARNES & NOBLE(2005/2015) BRADLEY 80,535 100 CARSON PIRIE SCOTT(2014/2034) BRIDGEVIEW 88,069 100 AMES(2020/2035) CALUMET CITY 197,699 100 KMART(2024/2054),MARSHALLS(2003/2008),BEST BUY(2012/2032) CARBONDALE 80,535 100 K'S MERCHANDISE(2012/2052) CHAMPAIGN 102,615 100 K'S MERCHANDISE(2014/2034) CHICAGO 123,001 100 KMART(2024/2054),PAYLESS SHOE(2003/2013) CHICAGO 109,441 100 KMART(2020/0000) CHICAGO 104,264 100 AMES(2005/2025) CHICAGO 86,894 100 KMART(2024/2054) CHICAGO 80,842 100 KMART(2024/2054) COUNTRYSIDE 118,394 100 KMART(2024/2053) CRESTHILL 90,313 100 AMES(2019/2034) CRESTWOOD 79,903 100 KMART(2024/2051) CRYSTAL LAKE 81,365 72 HOBBY LOBBY(2009/2019) DOWNERS GROVE 87,639 100 HEILIG MEYERS(2008/2018) DOWNERS GROVE 123,918 94 DOMINICK'S(2004/2019),WALGREENS(2022/0000) DOWNERS GROVE 141,906 100 TJ MAXX(2009/2024),BEST BUY(2016/2031),OLD NAVY(2012/2032) ELGIN 183,432 96 MENARD(2001/2006) ELGIN 100,342 100 KMART(2024/2054) FAIRVIEW HEIGHTS 159,587 100 KMART(2024/2050),OFFICEMAX(2015/2025),WALGREENS(2010/2029) FOREST PARK 98,371 100 KMART(2021) GENEVA 104,688 100 KMART(2024/2054) MATTESON 164,987 100 KMART(2024/2054),MARSHALLS(2005/2010) MT. PROSPECT 192,473 100 KMART(2024/2054),HOBBY LOBBY(2016/2026) MUNDELIEN 85,018 100 KMART(2024/2054) NAPERVILLE 101,822 100 KMART(2024/2054) NILES 101,775 100 KMART(2022) NORRIDGE 116,914 100 KMART(2024/2042) OAK LAWN 165,337 100 KMART(2024/2054),CHUCK E CHEESE(2002/2007) OAKBROOK TERRACE 163,892 100 KMART(2024/2054),LINENS N THINGS(2006) ORLAND PARK 166,000 100 HEILIG MEYERS(2008/2018) ORLAND PARK 121,011 100 VALUE CITY(2015/2030) OTTAWA 60,000 100 VALUE CITY(2006/2011) PEORIA 156,067 100 KMART(2024/2031),MARSHALLS(2009/2024) ROCKFORD 102,971 100 SHOPKO(2018/2038) SCHAUMBURG 167,690 100 HEILIG MEYERS(2008/2018) SKOKIE 58,499 100 OLD NAVY (2010/2015), MARSHALLS (2010,2025) SPRINGFIELD 115,526 100 KMART(2024/2028) STREAMWOOD 81,000 100 VALUE CITY(2015/2030) WAUKEGAN 90,555 100 MEGA MARTS(2009/2029) WOODRIDGE 163,573 79 KOHLS (2010/2030) INDIANA EVANSVILLE 193,472 97 SHOPKO(2018/2038),OFFICEMAX(2012/2027),MICHAELS(2004/2019) EVANSVILLE 149,182 98 SHOPKO(2018/2038) FELBRAM 27,400 91 SAVE A LOT(2006/2016),BLOCKBUSTER(2004/2009) GREENWOOD 110,162 100 BABY SUPERSTORE(2006/2021),TOYS R US(2011/2056),FRANKS NURSERY(2016) GRIFFITH 114,684 100 KMART(2024/2054) INDIANAPOLIS 75,000 100 DAVIS WHOLESALE(2003/2012) INDIANAPOLIS 96,104 100 KROGER(2005/2020),CVS(2004/2024),US POST OFFICE(2006/2016) INDIANAPOLIS 178,610 100 TARGET(2009/2029),DOLLAR TREE(2004/2014),RAINBOW SHOPS(2004/2019) INDIANAPOLIS 96,476 - LAFAYETTE 90,500 96 MENARD(2006) LAFAYETTE 183,440 49 PAYLESS SUPERMARKET(2004/2014),JOANN FABRICS(2010/2020) LAFAYETTE 208,376 95 PETSMART(2012/2032),STAPLES(2011/2026) MERRILLVILLE 105,511 100 KMART(2015) MISHAWAKA 82,100 100 K'S MERCHANDISE(2013/2023) SOUTH BEND 81,668 100 MENARD(2010/2030) 18 YEAR OWNERSHIP DEVELOPED INTEREST/ LAND AREA LOCATION OR ACQUIRED (EXPIRATION)(2) (ACRES) - ------------------------------------------------------------------------------------------------------------------------------------ IOWA CLIVE 1996 FEE 8.8 DAVENPORT 1997 GROUND LEASE (2028) 9.1 DES MOINES 1999 FEE 23.0 DUBUQUE 1997 GROUND LEASE (2019) 6.5 SE DES MOINES 1996 FEE 9.6 WATERLOO 1996 FEE 9.0 KANSAS KANSAS CITY 1998 FEE 19.6 E. WICHITA (8) 1996 FEE 6.5 OVERLAND PARK 1998 FEE 14.5 ROELAND PARK 1997 GROUND LEASE (2024) 12.7 W. WICHITA (8) 1996 FEE 8.1 WICHITA (8) 1998 FEE 13.5 KENTUCKY BELLEVUE 1976 FEE 6.0 LEXINGTON 1993 FEE 35.8 PADUCAH 1998 GROUND LEASE (2039) 2.0 LOUISIANA BATON ROUGE 1997 FEE 18.6 HOUMA 1999 FEE 10.1 LAFAYETTE 1997 FEE 21.9 NEW ORLEANS 1983 FEE/JOINT VENTURE 7.0 MARYLAND GAITHERSBURG 1999 FEE 8.7 GLEN BURNIE 2000 FEE 6.0 HAGERSTOWN 1973 FEE 10.5 LANDOVER 1999 FEE 23.3 LAUREL 1964 FEE 18.0 LAUREL 1972 FEE 8.1 WHITE MARSH 1998 FEE 25.3 MASSACHUSETTS FOXBOROUGH (8) 2000 FEE 11.9 GREAT BARRINGTON 1994 FEE 14.1 LEOMINSTER 1975 FEE 57.0 SHREWSBURY 2000 FEE 11.2 MICHIGAN CLARKSTON 1996 FEE 20.0 CLAWSON 1993 FEE 13.5 FARMINGTON 1993 FEE 2.8 FLINT 1989 FEE 46.6 LIVONIA 1968 FEE 4.5 MUSKEGON 1985 FEE 12.2 TAYLOR 1993 FEE 13.0 WALKER 1993 FEE 41.8 MINNESOTA MINNETONKA (8) 1998 FEE 12.1 [RESTUB] LEASABLE PERCENT MAJOR LEASE AREA LEASED (LEASE EXPIRATION/ LOCATION (SQ. FT.) (1) OPTION EXPIRATION) - ------------------------------------------------------------------------------------------------------------------------------- IOWA CLIVE 90,000 100 KMART(2021/2051) DAVENPORT 91,035 100 KMART(2024/2028) DES MOINES 150,143 78 BEST BUY(2008/2023),OFFICEMAX(2008/2018),JOANN FABRICS(2007/2017) DUBUQUE 82,979 100 SHOPKO(2018/2019) SE DES MOINES 111,847 100 HOME DEPOT(2020/2065) WATERLOO 96,000 100 KMART(2021/2051) KANSAS KANSAS CITY 167,301 98 KMART(2024/2054),PRICE CHOPPER(2002/2017) E. WICHITA (8) 97,992 100 SHOPKO(2018/2019) OVERLAND PARK 162,982 100 HOME DEPOT(2005/2050) ROELAND PARK 152,248 100 KMART(2024/2024),PRICE CHOPPER(2004/2009) W. WICHITA (8) 96,319 100 SHOPKO(2018/2038) WICHITA (8) 136,131 96 BEST BUY(2010/2025),TJ MAXX(2004/2019),MICHAELS(2005/2025) KENTUCKY BELLEVUE 53,695 100 KROGER(2005/2035) LEXINGTON 258,713 95 BEST BUY(2009/2024),BED BATH & BEYOND(2013/2038),TOYS R US(2013/2038) PADUCAH 85,229 100 SHOPKO(2018/2038) LOUISIANA BATON ROUGE 342,706 92 BURLINGTON COAT(2004/2024),STEIN MART(2006/2016) HOUMA 98,586 83 OLD NAVY(2009/2014),OFFICEMAX(2013/2028),MICHAELS(2009/2019) LAFAYETTE 222,923 96 STEIN MART(2005/2020),LINENS N THINGS(2009/2024) NEW ORLEANS 190,000 100 MERCANTILE(2011/2031) MARYLAND GAITHERSBURG 87,061 100 FURNITURE 4 LESS(2005/2010) GLEN BURNIE 60,173 100 FIRST UNION(2004/2022) HAGERSTOWN 117,718 97 AMES(2007/2017),SUPER SHOE(2006/2016),CVS(2002) LANDOVER 232,903 100 RAYTHEON(2003/2015) LAUREL 75,924 100 DOLLAR TREE(2010/2015),OLD COUNTRY BUFFET(2009/2019) LAUREL 81,550 100 AMES(2007/2017) WHITE MARSH 187,331 100 COSTCO(2013/2048),SPORTS AUTHORITY(2011/2021),PETSMART(2010/2030) MASSACHUSETTS FOXBOROUGH (8) 118,844 100 STOP & SHOP(2002/2012) GREAT BARRINGTON 134,817 94 KMART(2001/2016),PRICE CHOPPER(2016/2036) LEOMINSTER 595,958 88 SEARS(2003/2033),JCPENNEY(2009/2034),STOP & SHOP(2009/2024) SHREWSBURY 112,322 22 STAPLES(2006/2021) MICHIGAN CLARKSTON 156,864 99 FARMER JACKS(2015/2045),FRANKS NURSERY(2011/2031),CVS(2005/2020) CLAWSON 179,655 100 FARMER JACKS(2006/2016),FRANKS NURSERY(2016),STAPLES(2011/2026) FARMINGTON 97,038 99 DAMMAN HARDWARE(2015/2030),DOLLAR CASTLE(2005/2010) FLINT 243,847 82 KESSEL FOOD MARKETS(2014/2034),RITE AID(2001/2011) LIVONIA 44,185 95 DAMMAN HARDWARE(2004/2014),CENTURY 21(2005/2010),BLOCKBUSTER(2003) MUSKEGON 71,215 91 PLUMB'S FOOD(2002/2022),JOANN FABRICS(2002/2012) TAYLOR 121,364 69 KOHLS(2011/2031),DRUG EMPORIUM(2001/2021) WALKER 283,668 100 KOHLS(2017/2037),OFFICE MAX(2013/2033) MINNESOTA MINNETONKA (8) 120,220 100 TOYS R US(2016/2031),OFFICEMAX(2006/2011) 19 YEAR OWNERSHIP DEVELOPED INTEREST/ LAND AREA LOCATION OR ACQUIRED (EXPIRATION)(2) (ACRES) - ------------------------------------------------------------------------------------------------------------------------------------ MISSOURI BRIDGETON 1997 GROUND LEASE (2040) 27.3 CAPE GIRARDEAU 1997 GROUND LEASE (2060) 7.0 CREVE COEUR 1998 FEE 12.2 ELLISVILLE 1970 FEE 18.4 HAZELWOOD 1970 FEE 15.0 INDEPENDENCE 1998 FEE 21.0 JENNINGS (6) 1971 FEE 8.2 JOPLIN 1998 FEE 12.6 JOPLIN (8) 1998 FEE 9.5 KANSAS CITY 1997 FEE 17.8 KANSAS CITY 1997 FEE 15.6 KIRKWOOD 1998 GROUND LEASE (2069) 19.8 LEMAY 1974 FEE 3.1 MANCHESTER (8) 1998 FEE 9.6 SPRINGFIELD 1994 FEE 41.5 SPRINGFIELD 1998 GROUND LEASE (2087) 18.5 ST.CHARLES (5) 1998 FEE 36.9 ST.CHARLES 1999 GROUND LEASE (2039) 8.4 ST.LOUIS 1972 FEE 13.1 ST.LOUIS 1998 FEE 17.5 ST.LOUIS 1997 GROUND LEASE (2025) 19.7 ST.LOUIS 1997 GROUND LEASE (2035) 37.7 ST.LOUIS 1997 GROUND LEASE (2040) 16.3 ST.LOUIS 1997 FEE 17.5 ST.PETERS 1997 FEE 14.8 NEVADA HENDERSON (4) 1999 FEE/JOINT VENTURE 36.0 LAS VEGAS (8) 2000 FEE 22.9 NEW HAMPSHIRE SALEM 1994 FEE 39.8 NEW JERSEY BRIDGEWATER 1999 FEE 17.5 CHERRY HILL 1985 FEE/JOINT VENTURE 18.6 CHERRY HILL 1996 GROUND LEASE (2035) 15.2 CINNAMINSON 1996 FEE 13.7 DELRAN (8) 2000 FEE 16.1 FRANKLIN 1998 FEE 14.9 NORTH BRUNSWICK 1994 FEE 38.1 PISCATAWAY 1998 FEE 9.6 PLAINFIELD (8) 1998 FEE 16.2 RIDGEWOOD 1994 FEE 2.7 WESTMONT 1994 FEE 17.4 NEW MEXICO ALBUQUERQUE 1998 FEE 4.7 ALBUQUERQUE 1998 FEE 26.0 ALBUQUERQUE 1998 FEE 4.8 NEW YORK BRIDGEHAMPTON 1973 FEE 30.2 BRONX 1998 FEE/JOINT VENTURE 11.0 BROOKLYN (8) 2000 FEE 8.1 CARLE PLACE 1993 FEE 8.3 CENTEREACH 1993 FEE/JOINT VENTURE 40.7 COMMACK 1998 GROUND LEASE(2085)/JOINT VENTURE 35.7 COPIAGUE (8) 1998 FEE 15.4 FREEPORT (8) 2000 FEE 9.6 GLEN COVE (8) 2000 FEE 2.7 HAMPTON BAYS 1989 FEE 8.2 HEMPSTEAD (8) 2000 FEE 1.4 HENRIETTA 1988 FEE 14.9 IRONDEQUOIT 1988 FEE 12.8 LATHAM (8) 1999 FEE 59.0 MANHASSET 1999 FEE 9.3 MASSAPEQUA 1999 FEE 2.2 MERRICK (8) 2000 FEE 10.8 MIDDLETOWN (8) 2000 FEE 10.1 MUNSEY PARK (8) 2000 FEE 6.0 NANUET 1984 FEE 6.0 PLAINVIEW 1969 FEE 7.0 POUGHKEEPSIE (3) 1972 FEE 20.0 WEST GATES 1993 FEE 18.6 STATEN ISLAND (8) 2000 FEE 14.4 STATEN ISLAND 1989 FEE 16.7 STATEN ISLAND 1997 FEE 7.0 SYOSSET 1967 FEE 2.5 YONKERS (8) 2000 GROUND LEASE(2047) 6.3 YONKERS 1995 FEE 4.1 [RESTUB] LEASABLE PERCENT MAJOR LEASE AREA LEASED (LEASE EXPIRATION/ LOCATION (SQ. FT.) (1) OPTION EXPIRATION) - ------------------------------------------------------------------------------------------------------------------------------- MISSOURI BRIDGETON 101,592 100 KOHLS(2010/2020) CAPE GIRARDEAU 80,803 100 SHOPKO(2018/2038) CREVE COEUR 113,781 82 KOHLS(2018/2038) ELLISVILLE 118,080 100 SHOP N SAVE(2005/2015) HAZELWOOD 149,230 35 WALGREENS(2006) INDEPENDENCE 160,795 95 KMART(2024/2054),OFFICE DEPOT(2012/2032) JENNINGS (6) 155,095 15 WALGREENS(2056) JOPLIN 143,540 94 GOODYS(2010/2015) JOPLIN (8) 80,524 100 SHOPKO(2018/2038) KANSAS CITY 143,781 81 HOME DEPOT(2005/2050) KANSAS CITY 174,716 100 KMART(2024/2054),PRICE CHOPPER(2015/2030) KIRKWOOD 169,736 100 KMART(2024/2054),FRANKS NURSERY(2011),HANCOCK FABRICS(2007/2017) LEMAY 73,281 70 SHOP N SAVE(2003/2008),DOLLAR GENERAL(2003/2008) MANCHESTER (8) 89,305 100 KOHLS(2018/2038) SPRINGFIELD 277,552 96 BEST BUY(2011/2026),JCPENNEY(2005/2015) SPRINGFIELD 167,828 100 KMART(2024/2054),OFFICE DEPOT(2005/2010) ST.CHARLES (5) - - ST.CHARLES 84,460 100 KOHLS(2019/2039) ST.LOUIS 163,821 29 WALGREENS(2006) ST.LOUIS 157,913 75 BURLINGTON COAT(2004/2024),FRANKS NURSERY(2011),OFFICE DEPOT(2005/2015) ST.LOUIS 155,868 100 KMART(2024/2025),FRANKS NURSERY(2005/2015) ST.LOUIS 168,367 82 KMART(2024/2035),FIRESTONE(2004/2018) ST.LOUIS 128,765 100 KMART(2024/2040),LEMAY BUILDING(2010) ST.LOUIS 163,097 98 KMART(2024/2054),ODD LOTS(2003/2009) ST.PETERS 171,780 100 KMART(2024/2054),OFFICE DEPOT(2004/2009) NEVADA HENDERSON (4) - - LAS VEGAS (8) 229,020 99 HOMEBASE(2009/2029) NEW HAMPSHIRE SALEM 340,626 100 STOP & SHOP(2003/2013),SHAWS SUPERMARKET(2008/2038),BOB'S STORES(2011/2021) NEW JERSEY BRIDGEWATER 157,695 100 BED BATH & BEYOND(2010/2030), MARSHALLS (2009/2019) CHERRY HILL 121,673 86 GIANT FOOD (2016/2036),DOLLAR TREE(2005/2015) CHERRY HILL 129,809 100 KOHLS(2016/2035),SEARS HARDWARE(2003/2013) CINNAMINSON 138,408 100 AMES (2019/2034) DELRAN (8) 161,128 96 KMART(2002/2017) FRANKLIN 138,364 100 EDWARDS(2010/2020),NY SPORTS CLUB(2006/2016) NORTH BRUNSWICK 403,079 100 WALMART(2018/2058),BURLINGTON COAT(2008/2013) PISCATAWAY 97,348 96 SHOP RITE(2014/2024) PLAINFIELD (8) 133,249 99 A&P(2018/2058),SEARS HARDWARE(2008/2028) RIDGEWOOD 24,280 100 FRESH FIELDS(2015/2024) WESTMONT 192,380 87 SUPER FRESH(2017/2081),SUPER FITNESS(2009),JOANN FABRICS(2010/2020) NEW MEXICO ALBUQUERQUE 37,735 100 SEARS HARDWARE(2006/2021) ALBUQUERQUE 180,512 98 MOVIES WEST(2011/2021) ALBUQUERQUE 59,722 95 PAGE ONE(2003/2013),WALGREENS(2027) NEW YORK BRIDGEHAMPTON 287,632 99 KMART(2019/2039),KING KULLEN(2015/2035),TJ MAXX(2007/2017) BRONX 225,821 96 A&P(2011), NATIONAL AMUSEMENTS(2011) BROOKLYN (8) 80,708 100 PERGAMENT(2011/2021),WALGREENS(2030) CARLE PLACE 132,318 92 HARROWS(2002),STAPLES(2010/2025) CENTEREACH 371,028 89 WALMART(2015/2044),KING KULLEN(2003/2033),MODELLS(2009/2019) COMMACK 255,798 100 KING KULLEN(2017/2047),SPORTS AUTHORITY (2017/2037) COPIAGUE (8) 154,692 100 HOME DEPOT(2011/2056),JACK-LALANNE(2008/2018) FREEPORT (8) 173,031 100 MAYFAIR SUPERMARKET (2025),TOYS R US(2020/2040),MARSHALLS(2006/2016) GLEN COVE (8) 49,597 89 STAPLES(2014/2029) HAMPTON BAYS 70,990 100 STERNS(2005/2025),GENOVESE(2006/2016) HEMPSTEAD (8) 13,905 100 WALGREENS(2059) HENRIETTA 123,000 15 STAPLES(2010/2022),OUTBACK STEAKHOUSE(2006/2026) IRONDEQUOIT 17,995 100 STAPLES(2010/2027) LATHAM (8) 603,171 98 SAMS CLUB(2013/2043),WALMART(2013/2043),HOME DEPOT(2031/2071) MANHASSET 236,373 51 VALUE CITY (2006/2011) MASSAPEQUA 22,010 100 DUANE READE(2014) MERRICK (8) 107,871 98 WALDBAUMS(2013/2016) MIDDLETOWN (8) 80,000 100 BEST BUY(2016/2031),LINENS N THINGS(2016/2031) MUNSEY PARK (8) 72,748 100 BED BATH & BEYOND(2007/2022),FRESH FIELDS(2011/2021) NANUET 70,522 43 PLAINVIEW 88,222 99 FAIRWAY STORES(2017/2037),ASTORIA FEDERAL(2017/2037) POUGHKEEPSIE (3) 165,733 86 STOP & SHOP (2020/2049) WEST GATES 185,153 39 TOPS SUPERMARKET(2004/2024),BALLY'S(2000/2010) STATEN ISLAND (8) 177,118 95 TJX(2005/2025),NATIONAL WHOLESALE(2010/2030),MICHAELS STORES(2006/2031) STATEN ISLAND 210,990 98 KMART(2006/2011),PATHMARK(2011/2021) STATEN ISLAND 95,893 98 WALDBAUMS(2006/2031),CVS(2000/2015) SYOSSET 32,124 100 NEW YORK SPORTS (2016/2021) YONKERS (8) 56,361 94 STAPLES(2014/2029) YONKERS 43,560 100 SHOPRITE(2008/2028) 20 YEAR OWNERSHIP DEVELOPED INTEREST/ LAND AREA LOCATION OR ACQUIRED (EXPIRATION)(2) (ACRES) - ------------------------------------------------------------------------------------------------------------------------------------ NORTH CAROLINA CARY 2000 FEE 8.6 CARY 1998 FEE 10.9 CHARLOTTE 1968 FEE 13.5 CHARLOTTE 1993 FEE 14.0 CHARLOTTE 1986 GROUND LEASE(2048) 18.5 DURHAM 1996 FEE 13.2 GASTONIA 1989 FEE 24.9 GREENSBORO 1999 FEE 8.2 GREENSBORO (8) 1998 FEE 4.4 RALEIGH 1993 FEE 35.9 WINSTON-SALEM 1969 FEE 13.2 OHIO AKRON 1975 FEE 6.9 AKRON 1988 FEE 24.5 AKRON 1988 FEE 12.6 AKRON 1988 GROUND LEASE (2012) 22.9 BARBERTON 1972 FEE 10.0 BEAVERCREEK 1986 FEE 18.2 BEDFORD 1988 GROUND LEASE (2019) 13.1 BROOKLYN 1988 FEE 14.4 BRUNSWICK 1975 FEE 20.0 CAMBRIDGE 1973 FEE 13.1 CANTON 1993 FEE 7.9 CANTON 1972 FEE 19.6 CANTON 1988 FEE 9.2 CANTON 1988 GROUND LEASE (2007) 20.6 CENTERVILLE 1988 FEE 15.2 CINCINATTI 1988 FEE 11.6 CINCINNATI 2000 FEE 8.8 CINCINNATI (8) 2000 FEE 36.7 CINCINNATI 1988 FEE 8.8 CINCINNATI 1988 FEE 29.2 CINCINNATI 1999 FEE 16.7 CLEVELAND 1975 GROUND LEASE (2035) 9.4 COLUMBUS 1967 FEE 13.8 COLUMBUS 1988 FEE 12.4 COLUMBUS 1988 FEE 13.7 COLUMBUS 1988 FEE 17.9 COLUMBUS 1988 FEE 12.4 COLUMBUS 1988 FEE 12.5 COLUMBUS (8) 1998 FEE 12.1 DAYTON 1969 GROUND LEASE (2043) 22.8 DAYTON 1984 FEE 27.0 DAYTON 1988 FEE 16.9 DAYTON (4) 1999 FEE 31.0 DAYTON 1988 FEE 11.2 ELYRIA 1988 FEE 8.3 HUBER HEIGHTS (8) 1999 FEE 40.0 KENT 1988 FEE 12.2 LIMA 1986 FEE 18.1 MENTOR 1987 FEE 20.6 MENTOR 1988 FEE 25.0 MIDDLEBURG HEIGHTS 1988 FEE 8.2 NORTH OLMSTED 1988 FEE 11.7 SHARONVILLE 1977 GROUND LEASE (2076)/JOINT VENTURE 15.0 SPRINGBORO PIKE 1985 FEE 13.0 SPRINGDALE (8) 2000 FEE 22.0 SPRINGFIELD 1988 FEE 14.3 UPPER ARLINGTON 1969 FEE 13.3 WESTERVILLE 1988/1993 FEE 25.4 WICKLIFFE 1995 FEE 10.0 WILLOUGHBY HILLS 1988 FEE 14.1 [RESTUB] LEASABLE PERCENT MAJOR LEASE AREA LEASED (LEASE EXPIRATION/ LOCATION (SQ. FT.) (1) OPTION EXPIRATION) - ------------------------------------------------------------------------------------------------------------------------------- NORTH CAROLINA CARY 86,015 100 BED BATH & BEYOND(2005/2014) CARY 102,787 96 LOWES(2017/2037) CHARLOTTE 110,300 100 MEDIA PLAY(2005/2019),TJ MAXX(2007/2017),CVS(2015/2035) CHARLOTTE 135,269 100 BEST BUY(2038),BI-LO(2009/2029),MICHAELS(2003/2013) CHARLOTTE 227,808 88 TOYS R8US(2012/2042),DRUG EMPORIUM(2005/2015),OFFICEMAX(2009/2024) DURHAM 116,186 94 TJ MAXX(2003/2013),JOANN FABRICS(2010/2020) GASTONIA 235,607 87 SERVICE MERCHANDISE(2003),TOYS R US(2015/2045),WINN DIXIE(2002) GREENSBORO 100,794 87 WACCAMAW(2010/2025),BEN FRANKLIN(2010/2020),FASHION BUG(2006/2026) GREENSBORO (8) 41,387 100 STAPLES(2011/2031) RALEIGH 374,395 91 BEST BUY(2005/2020),PHAR-MOR(2010/2025),GENERAL CINEMA(2009/2029) WINSTON-SALEM 137,868 98 KROGER(2016/2041),SPORTSMAN'S SUPPLY(2008),CVS(2004/2014) OHIO AKRON 56,975 79 GIANT EAGLE(2004/2024),DOLLAR GENERAL(2002) AKRON 138,363 100 GABRIEL BROTHER(2005/2025) AKRON 149,054 100 AMES(2014/2049),GIANT EAGLE(2002/2017) AKRON 116,656 98 AMES(2012) BARBERTON 38,175 19 GIANT EAGLE(2007/2012),CVS(2002/2004) BEAVERCREEK 146,636 78 KROGER(2018/2048) BEDFORD 133,147 100 AMES(2019) BROOKLYN 133,563 100 AMES(2014/2049) BRUNSWICK 168,523 92 KMART(2005/2050),GIANT EAGLE(2001/2031) CAMBRIDGE 95,955 94 QUALITY STORES (TJX)(2010/2020),KROGER(2004/2014) CANTON 63,989 93 CINEMARK(2001/2003),DOLLAR GENERAL(2003/2012) CANTON 161,569 81 BURLINGTON COAT(2018/2043),TJ MAXX(2007/2017),HOMETOWN BUFFET(2010/2020) CANTON 99,267 100 AMES(2014/2049) CANTON 150,900 74 AMES(2007) CENTERVILLE 115,114 85 WACCAMAW(2006/2021),ODD JOB(2007/2017) CINCINATTI 139,985 67 CIRCUIT CITY(2008/2031),BIG LOTS(2004/2009),OFFICE DEPOT(2004/2024) CINCINNATI 88,317 62 HOB-LOB (2011/2022) CINCINNATI (8) 375,499 99 WALMART(2010/2040) CINCINNATI 121,242 100 BURLINGTON COAT(2005/2025),TOYS R US(2019/2044) CINCINNATI 321,537 61 SERVICE MERCHANDISE(2002/2012),TOYS R US(2016/2046),LINENS N THINGS(2005/2015) CINCINNATI 168,635 64 FASHION BUG(2003/2018) CLEVELAND 83,061 67 ALDI(2003/2023) COLUMBUS 112,813 77 COLUMBUS 131,789 100 KOHLS (2011/2031),KROGER(2031/2071),TOYS R US(2015/2040) COLUMBUS 140,993 100 KOHLS(2011/2031),STAPLES(2005/2010) COLUMBUS 129,008 100 KOHLS(2011/2031) COLUMBUS 135,650 100 KOHLS(2011/2031),CIRCUIT CITY(2019/2039) COLUMBUS 99,262 100 SOUTHLAND EXPO(2001) COLUMBUS (8) 113,183 99 BORDER BOOKS(2018/2038),ZANY BRAINY(2007/2017) DAYTON 163,131 60 BEST BUY(2004/2024),JOANN FABRICS(2002/2012),BIG LOTS(2002/2008) DAYTON 214,279 87 VICTORIAS SECRET(2004/2019),JO-ANN FABRICS(2006/2016),RITE AID(2000) DAYTON 141,616 100 VALUE CITY(2010/2020),CIRCUIT CITY(2018/2038) DAYTON (4) 72,000 100 QUINCY AMUSEMENTS (2020/2050) DAYTON 116,374 100 VALUE CITY(2010/2015) ELYRIA 103,400 100 KMART(2010/2029) HUBER HEIGHTS (8) 309,768 99 ELDER BEERMAN(2014/2044),KOHLS (2015/2035),MARSHALLS(2009/2024) KENT 106,500 100 AMES(2013) LIMA 193,633 94 RAYS SUPERMARKET(2011/2026),JOANN FABRICS(2006/2011) MENTOR 103,910 100 AMES(2020/2045) MENTOR 271,209 100 GIANT EAGLE(2019/2029),BURLINGTON COAT(2014/0000),JOANN FABRICS(2009/2019) MIDDLEBURG HEIGHTS 104,342 100 AMES(2014/2049) NORTH OLMSTED 99,862 100 AMES(2014/2049) SHARONVILLE 130,715 100 KMART(2004/2054),KROGER(2003/2028),FASHION BUG(2003/2010) SPRINGBORO PIKE 99,147 97 OFFICEMAX(2002/2022) SPRINGDALE (8) 243,929 98 WALMART(2015/2045),OFFICEMAX(2009/2024) SPRINGFIELD 131,628 100 KMART(2010/2029),HOBBY LOBBY(2010/2020),STAPLES(2022) UPPER ARLINGTON 158,395 90 TJ MAXX(2001/2006),CVS(2019/2039) WESTERVILLE 242,124 100 KOHLS(2016/2036), OFFICEMAX(2002/2012) WICKLIFFE 128,180 100 GABRIEL BROTHERS(2008/2023),BIG LOTS(2005/2010),DOLLAR GENERAL(2001/2004) WILLOUGHBY HILLS 152,508 99 AMES(2014/2049) 21 YEAR OWNERSHIP DEVELOPED INTEREST/ LAND AREA LOCATION OR ACQUIRED (EXPIRATION)(2) (ACRES) - ------------------------------------------------------------------------------------------------------------------------------------ OKLAHOMA EDMOND 1997 FEE 9.8 MIDWEST CITY 1998 FEE 9.7 OKLAHOMA CITY 1998 FEE 19.8 TULSA 1996 FEE 8.8 PENNSYLVANIA EXTON 1999 FEE 6.1 BLUE BELL 1996 FEE 17.7 CHIPPEWA 2000 FEE 22.4 DUQUESNE 1993 FEE 8.8 E. NORRITON 1984 FEE 12.5 E. STROUDSBURG 1973 FEE 15.3 EAGLEVILLE 1973 FEE 15.2 EASTWICK 1997 FEE 3.4 EXTON 1996 FEE 9.8 FEASTERVILLE 1996 FEE 4.6 GETTYSBURG 1986 FEE 2.3 HARRISBURG 1972 FEE/JOINT VENTURE 17.0 HARRISBURG 1972 FEE 11.7 HAVERTOWN 1996 FEE 9.0 LANDSDALE 1996 GROUND LEASE (2037) 1.4 MIDDLETOWN 1973 FEE 21.9 MIDDLETOWN 1986 FEE 4.7 NEW KENSINGTON 1986 FEE 12.5 PENN HILLS 1986 GROUND LEASE (2027) 31.1 PHILADELPHIA 1983 FEE/JOINT VENTURE 8.1 PHILADELPHIA 1995 FEE/JOINT VENTURE 22.6 PHILADELPHIA 1996 FEE 6.3 PHILADELPHIA 1996 GROUND LEASE (2035) 6.8 RICHBORO 1986 FEE 14.5 SCOTT TOWNSHIP 1999 GROUND LEASE (2052) 6.9 SPRINGFIELD 1983 FEE 19.7 TREXLERTOWN 1998 GROUND LEASE (2048)/J0INT VENTURE 1.2 UPPER ALLEN 1986 FEE 6.0 UPPER DARBY 1996 FEE/JOINT VENTURE 16.3 WEST MIFFLIN 1974 FEE 24.6 WEST MIFFLIN 1986 FEE 8.3 WHITEHALL 1996 GROUND LEASE (2081) 6.0 YORK 1986 FEE 8.0 YORK 1986 FEE 13.7 YORK 1986 FEE 3.3 ROHDE ISLAND CRANSTON 1998 FEE 11.0 SOUTH CAROLINA AIKEN 1989 FEE 16.6 CHARLESTON 1978 FEE 17.6 CHARLESTON 1995 FEE 17.2 FLORENCE 1997 FEE 21.0 GREENVILLE 1997 FEE 20.4 NORTH CHARLESTON 2000/1997 FEE 27.3 TENNESSEE MEMPHIS 2000 FEE 8.8 CHATTANOOGA 1973 GROUND LEASE (2073) 7.6 MADISON (8) 1999 FEE 21.1 MADISON 1978 GROUND LEASE (2039) 14.5 MEMPHIS 1998 FEE 14.7 NASHVILLE (8) 1999 FEE 9.3 NASHVILLE 1998 FEE 10.2 NASHVILLE 1998 FEE 16.9 [RESTUB] LEASABLE PERCENT MAJOR LEASE AREA LEASED (LEASE EXPIRATION/ LOCATION (SQ. FT.) (1) OPTION EXPIRATION) - ------------------------------------------------------------------------------------------------------------------------------- OKLAHOMA EDMOND 97,527 100 KMART(2024/2054) MIDWEST CITY 99,433 100 KMART(2024/2054) OKLAHOMA CITY 232,635 100 HOME DEPOT(2014/2044),BEST BUY(2008/2023) TULSA 96,100 100 KMART(2021/2051) PENNSYLVANIA EXTON 60,685 100 ACME MARKETS(2015/2045) BLUE BELL 116,055 100 KOHLS (2016/2036),SEARS HARDWARE(2002/2007) CHIPPEWA 215,206 100 KMART(2018/2068),HOME DEPOT(2018/2068)) DUQUESNE 69,733 100 ECKERD(2004) E. NORRITON 134,860 97 SHOP N SAVE(2017/2037),STAPLES(2008/2023),JOANN FABRICS(2002/2012) E. STROUDSBURG 168,218 100 KMART(2002/2022),WEIS MARKETS(2002/2012) EAGLEVILLE 165,385 98 KMART(2004/2019),GENUARDIS(2011/2025) EASTWICK 36,511 100 MERCY HOSPITAL(2012/2022) EXTON 85,184 100 KOHLS (2016/2036) FEASTERVILLE 86,575 100 VALUE CITY(2011/2026) GETTYSBURG 30,706 94 GIANT FOOD(2005/2010) HARRISBURG 175,917 100 AMES(2002/2032),MEDIA PLAY(2011/2026) HARRISBURG 152,565 99 AMES(2002/2032),BIG LOTS(2015/2045) HAVERTOWN 80,938 100 KOHLS (2016/2036) LANDSDALE 84,470 100 KOHLS(2012) MIDDLETOWN 140,481 66 SHARP SHOPPER (2010/2015),CVS(2008) MIDDLETOWN 35,747 81 US POST OFFICE(2016/2026),FAMILY DOLLAR(2003/2008) NEW KENSINGTON 106,624 100 GIANT EAGLE(2006/2026) PENN HILLS 110,517 100 AMES(2017/2026) PHILADELPHIA 214,970 52 JCPENNEY(2012/2037),TOYS R US(2002/2052) PHILADELPHIA 208,330 100 SUPER FRESH(2022/2047),PETSMART(2006/2016) PHILADELPHIA 82,345 100 KMART(2016/2036) PHILADELPHIA 133,309 100 KMART(2010/2035) RICHBORO 109,741 72 SUPER FRESH(2018/2058),RITE AID(2007/2017) SCOTT TOWNSHIP 69,288 100 WALMART(2015/2052) SPRINGFIELD 218,907 100 VALUE CITY(2013/2043),STAPLES(2008/2023),JOANN FABRICS(2006/2016) TREXLERTOWN 41,680 96 LEHIGH VALLEY HEALTH (2008/2023) UPPER ALLEN 59,470 92 GIANT FOOD(2010/2030),CVS(2008) UPPER DARBY 48,936 96 MERCY HOSPITAL(2012/2022) WEST MIFFLIN 194,283 100 AMES(2004/2034),GIANT EAGLE(2014/2039) WEST MIFFLIN 84,279 100 AMES(2007/2032) WHITEHALL 84,524 100 KOHLS (2016/2036) YORK 61,979 77 SUPERPETZ (2004/2009),ECKERD(2004) YORK 53,011 100 GIANT FOOD(2006/2026),CVS(2005/2020) YORK 35,500 100 GIANT FOOD(2002/2017),RITE AID(2002/2012) ROHDE ISLAND CRANSTON 129,907 91 BOB'S(2003/2028),MARSHALLS(2011/2021) SOUTH CAROLINA AIKEN 11,200 62 CHARLESTON 165,973 96 STEIN MART(2001/2016) CHARLESTON 186,000 90 TJ MAXX(2004),OFFICE DEPOT(2006/2016),MARSHALLS(2006/2011) FLORENCE 113,922 98 HAMRICKS(2006/2011),STAPLES(2010/2035),ATHLETES FOOT(2007/2017) GREENVILLE 148,532 98 PHAR-MOR(2005/2020),BABIES R US(2002/2022) NORTH CHARLESTON 267,102 95 PHAR-MOR(2005/2010), SPORTS AUTHORITY (2013/2033), MARSHALLS (2003/2013) TENNESSEE MEMPHIS 87,962 100 OLD TIME POTTERY(2010/2025) CHATTANOOGA 44,288 69 ECHOLS FURNITURE(2001) MADISON (8) 189,299 98 SPORTS AUTHORITY(2013/2028),BEST BUY(2014/2029) MADISON 182,256 71 OLD TIME POTTERY(2001/2006),HOLLYWOOD VIDEO(2008/2014) MEMPHIS 167,283 97 TOYS R US(2017/2042),OFFICEMAX(2008/2028) NASHVILLE (8) 99,159 100 BEST BUY(2014/2029),OFFICEMAX(2015/2035) NASHVILLE 109,012 100 MARSHALLS(2002/2005),OFFICEMAX(2004/2019) NASHVILLE 171,236 70 STEIN MART(2003/2013) 22 YEAR OWNERSHIP DEVELOPED INTEREST/ LAND AREA LOCATION OR ACQUIRED (EXPIRATION)(2) (ACRES) - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS AMARILLO (8) 1997 FEE 9.3 ARLINGTON 1997 GROUND LEASE (2043) 8.0 AUSTIN (8) 1998 FEE 18.2 AUSTIN 1998 FEE 15.1 BAYTOWN 1996 FEE 8.7 BURLESON (4) 2000 FEE 54.6 CEDAR HILLS CROSSING (4) 1998 FEE 40.1 CORSICANA 1997 FEE 10.3 DALLAS 1969 FEE/JOINT VENTURE 75.0 DALLAS (8) 1998 FEE 6.8 DUNCANVILLE 1996 FEE 6.8 E. PLANO 1996 FEE 9.0 FT. WORTH 1996 FEE 12.6 GARLAND (8) 1998 FEE 6.3 GARLAND 1996 FEE 2.9 GARLAND 1996 FEE 8.8 HOUSTON 1973 FEE 4.3 HOUSTON 1998 FEE 40.0 HOUSTON 1998 FEE 46.5 HOUSTON 1997 FEE 8.0 HOUSTON 1999 FEE 5.6 HOUSTON 1996 FEE 8.8 HOUSTON 1997 FEE 8.2 LEWISVILLE 1998 FEE 11.2 LEWISVILLE 1998 FEE 7.6 LEWISVILLE 1998 FEE 3.8 LUBBOCK 1998 FEE 9.6 MESQUITE 1974 FEE 9.0 MESQUITE 1998 FEE 15.0 N. ARLINGTON 1996 FEE 8.0 NORTH RICHLAND HILLS (5) 1997 FEE 9.2 PASADENA (8) 1999 FEE 15.1 RICHARDSON (8) 1998 FEE 11.7 SAN ANTONIO (4) 1999 FEE/JOINT VENTURE 147.6 W. OAKS - HOUSTON 1996 FEE 8.2 UTAH OGDEN 1967 FEE 11.4 VIRGINIA COLONIAL HEIGHTS 1999 FEE 6.1 FAIRFAX (8) 1998 FEE 37.0 HARRISONBURG 1999 FEE 3.1 MANASSAS 1997 FEE 13.5 RICHMOND 1995 FEE 11.5 RICHMOND 1999 FEE 8.5 WOODBRIDGE 1973 GROUND LEASE(2072) /JOINT VENTURE 19.6 WOODBRIDGE (8) 1998 FEE 54.0 [RESTUB] LEASABLE PERCENT MAJOR LEASE AREA LEASED (LEASE EXPIRATION/ LOCATION (SQ. FT.) (1) OPTION EXPIRATION) - ------------------------------------------------------------------------------------------------------------------------------------ TEXAS AMARILLO (8) 342,859 100 HOME DEPOT(2024/2054),CIRCUIT CITY(2010/2035) ARLINGTON 96,127 100 HOBBY LOBBY(2008/2018) AUSTIN (8) 191,760 100 CIRCUIT CITY(2017/2037),BABIES R US(2012/2027) AUSTIN 153,625 85 HEB GROCERY(2006/2026),ACE HARDWARE(2006/2026) BAYTOWN 104,050 54 HOBBY LOBBY(2008/2018) BURLESON (4) - - CEDAR HILLS CROSSING (4) 154,699 100 KOHLS(2021/2041),STAPLES(2015/2030) CORSICANA 350,000 100 MONTGOMERY WARD(2020/2040) DALLAS 682,635 56 MONTGOMERY WARD(2005/2015) DALLAS (8) 83,867 100 ROSS STORES(2007/2017),OFFICEMAX(2009/2024) DUNCANVILLE 96,500 100 KMART(2021/2051) E. PLANO 97,798 100 HOME DEPOT EXPO(2024/2054) FT. WORTH 106,000 100 KMART(2021/2051) GARLAND (8) 62,000 100 OFFICE DEPOT(2001/2021),DRUG EMPORIUM(2006/2021) GARLAND 41,364 100 KROGER(2005/2025) GARLAND 103,600 100 KMART(2021/2051) HOUSTON 45,494 100 KROGER(2002/2012) HOUSTON 405,758 97 HOBBY LOBBY(2012/2032),BED BATH & BEYOND(2009/2019) HOUSTON 166,180 98 BEST BUY(2016/2021), ROSS STORES (2011/2026) HOUSTON 113,831 96 HEB PANTRY STORE(2007/2027),PALAIS ROYAL(2007/2022),FASHION BUG(2005/2015) HOUSTON 84,188 100 OFFICE DEPOT(2002/2012) HOUSTON 106,000 100 KMART(2021/2051) HOUSTON 106,295 100 HOME DEPOT(2024/2054) LEWISVILLE 74,837 97 BALLYS TOTAL FITNESS(2007/2022),TALBOTS OUTLET(2007/2017) LEWISVILLE 124,103 100 WACCAMAW(2012/2027),BABIES R US(2009/2027) LEWISVILLE 93,668 100 DRUG EMPORIUM(2013/2028),DSW SHOES(2008/2028) LUBBOCK 108,326 96 PETSMART(2015/2040),OFFICEMAX(2009/2029),BARNES & NOBLE(2010/2025) MESQUITE 79,550 100 KROGER(2012/2037),AUTO ZONE(2003/2013) MESQUITE 209,582 89 BEST BUY(2009/2024), SEARS(2001/2026), PETSMART(2007/2027) N. ARLINGTON 97,000 100 KMART(2021/2051) NORTH RICHLAND HILLS (5) - 100 HOME DEPOT(2005/2050) PASADENA (8) 169,203 100 PETSMART(2015/2030),OFFICEMAX(2014/2029),MICHAELS(2009/2024) RICHARDSON (8) 112,604 100 OFFICEMAX(2011/2026),BALLYS TOTAL FITNESS(2009/2019) SAN ANTONIO (4) 394,595 100 TOYS R US(2016/2041), BEST BUY(2016/2026) W. OAKS - HOUSTON 96,500 100 KMART(2021/2051) UTAH OGDEN 121,449 88 KMART(2002) VIRGINIA COLONIAL HEIGHTS 60,909 100 THE OAK INC.(2008),BOOKS-A-MILLION(2008/2015) FAIRFAX (8) 323,262 100 HOME DEPOT(2013/2033),COSTCO(2011/2046),SPORTS AUTHORITY(2003/2013) HARRISONBURG 31,111 100 STAPLES(2004/2014),CIRCUIT CITY(2003/2013) MANASSAS 117,525 97 SUPER FRESH(2006/2026),JOANN FABRICS(2003/2013) RICHMOND 121,550 100 BURLINGTON COAT(2006/2035) RICHMOND 84,683 - WOODBRIDGE 187,063 79 AMES(2006/2021) WOODBRIDGE (8) 480,001 91 LOWES(2012/2032),CHUCK E CHEESE(2009/2019),BOATER'S WORLD(2009/2019) 23 YEAR OWNERSHIP DEVELOPED INTEREST/ LAND AREA LOCATION OR ACQUIRED (EXPIRATION)(2) (ACRES) - ------------------------------------------------------------------------------------------------------------------------------------ WASHINGTON BELLINGHAM (8) 1998 FEE 20.0 FEDERAL WAY (8) 2000 FEE 17.0 WISCONSIN RACINE 1988 FEE 14.2 WEST VIRGINIA CHARLES TOWN 1985 FEE 22.0 CHARLESTON 1999 FEE 14.8 MARTINSBURG 1986 FEE 6.0 ------------------ TOTAL 444 PROPERTY INTERESTS 7,383.6 ACQUISITIONS SUBSEQUENT TO DECEMBER 31, 2000 ILLINOIS CHAMPAIGN(8) 2001 FEE 9.3 NORTH CAROLINA RALEIGH(4) 2001 FEE 19.3 OHIO COLUMBUS(4) 2001 FEE 20.6 DISPOSITIONS SUBSEQUENT TO DECEMBER 31, 2000 ARIZONA CHANDLER(6) 1999 FEE/JOINT VENTURE 17.5 MISSOURI JENNINGS(6) 1971 FEE 8.2 RETAIL STORE LEASES (7) 1995/97 LEASEHOLD - ------------------ GRAND TOTAL 495 PROPERTY INTERESTS 7,459 ================== [RESTUB] LEASABLE PERCENT MAJOR LEASE AREA LEASED (LEASE EXPIRATION/ LOCATION (SQ. FT.) (1) OPTION EXPIRATION) - ---------------------------------------------------------------------------------------------------------------------------------- WASHINGTON BELLINGHAM (8) 179,885 98 COSTCO(2064) FEDERAL WAY (8) 200,209 100 ASSOCIATED GROCERS(2015/2045),JOANN FABRICS(2010/2030), BARNES & NOBLE(2011/2026) WISCONSIN RACINE 156,430 88 PIGGLY WIGGLY(2001/2007),BIG LOTS(2005/2015) WEST VIRGINIA CHARLES TOWN 206,208 98 WALMART(2017/2047),STAPLES(2008/2018) CHARLESTON 134,943 97 KROGER(2008/2038),TJ MAXX(2006/2021) MARTINSBURG 43,212 100 GIANT FOOD(2010/2030),CVS(2003/2008) ------------- TOTAL 444 PROPERTY INTERESTS 61,521,199 ACQUISITIONS SUBSEQUENT TO DECEMBER 31, 2000 ILLINOIS CHAMPAIGN(8) 111,720 100 BEST BUY(2016/2031)), DICKS SPORTING GOODS(2016/2031), MICHAELS(2011/2026) NORTH CAROLINA RALEIGH(4) - OHIO COLUMBUS(4) - DISPOSITIONS SUBSEQUENT TO DECEMBER 31, 2000 ARIZONA CHANDLER(6) 129,109 98.8 MISSOURI JENNINGS(6) 155,095 14.0 RETAIL STORE LEASES (7) 4,579,498 ------------- GRAND TOTAL 495 PROPERTY INTERESTS 66,496,621 ============= (1) PERCENT LEASED INFORMATION AS OF DECEMBER 31, 2000 OR DATE OF ACQUISITION IF ACQUIRED SUBSEQUENT TO DECEMBER 31, 2000. (2) THE TERM "JOINT VENTURE" INDICATES THAT THE COMPANY OWNS THE PROPERTY IN CONJUNCTION WITH ONE OR MORE JOINT VENTURE PARTNERS. THE DATE INDICATED IS THE EXPIRATION DATE OF ANY GROUND LEASE AFTER GIVING AFFECT TO ALL RENEWAL PERIODS. (3) DENOTES REDEVELOPMENT PROJECT. (4) DENOTES GROUND-UP DEVELOPMENT PROJECT. (5) DENOTES UNDEVELOPED LAND. (6) SOLD OR TERMINATED SUBSEQUENT TO DECEMBER 31, 2000. (7) THE COMPANY HOLDS INTEREST IN VARIOUS RETAIL STORE LEASES RELATED TO THE ANCHOR STORE PREMISES IN NEIGHBORHOOD AND COMMUNITY SHOPPING CENTERS. (8) DENOTES PROPERTY INTEREST IN KIMCO INCOME REIT ("KIR"). 24 Executive Officers and Other Significant Employees of the Registrant The following table sets forth information with respect to the executive officers and other significant employees of the Company as of February 1, 2001. Name Age Position Since ---- --- -------- ----- Milton Cooper 72 Chairman of the Board of 1991 Directors and Chief Executive Officer Michael J. Flynn 65 Vice Chairman of the 1996 Board of Directors and President and Chief 1997 Operating Officer Patrick Callan, Jr. 38 Vice President - 1998 Eastern Region Thomas A. Caputo 54 Executive Vice President 2000 Glenn G. Cohen 37 Vice President - 2000 Treasurer 1997 Joseph V. Denis 49 Vice President - 1993 Construction Jerald Friedman 56 President, KDI and 2000 Executive Vice President 1998 Bruce M. Kauderer 54 Vice President - Legal 1995 General Counsel and 1997 Secretary Joseph K. Kornwasser 53 Director and Senior 1998 Executive Vice President Mitchell Margolis 40 Vice President - 2001 Chief Information Officer Robert Nadler 42 President - 2000 Midwest Region Michael V. Pappagallo 42 Vice President - 1997 Chief Financial Officer Paul Weinberg 56 Vice President - 2000 Human Resources Joel Yarmak 51 Vice President - 2000 Financial Operations Michael J. Flynn has been President and Chief Operating Officer since January 2, 1997, Vice Chairman of the Board of Directors since January 2, 1996 and a Director of the Company since December 1, 1991. Mr. Flynn was Chairman of the Board and President of Slattery Associates, Inc. for more than five years prior to joining the Company. Patrick Callan, Jr. has been a Vice President of the Company since May 1998. Mr. Callan was a Director of Leasing of the Company for more than five years prior to 1999. Thomas A. Caputo has been Executive Vice President of the Company since December 2000. Mr. Caputo was a principal with H & R Retail from January 2000 to December 2000. Mr. Caputo was a principal with the RREEF Funds, a pension advisor, for more than five years prior to January 2000. Glenn G. Cohen has been a Vice President of the Company since May 2000 and Treasurer of the Company since June 1997. Mr. Cohen served as Director of Accounting and Taxation of the Company from June 1995 to June 1997. Prior to joining the Company in June 1995, Mr. Cohen served as Chief Operating Officer and Chief Financial Officer for U.S. Balloon Manufacturing Co., Inc. from August 1993 to June 1995. 25 Jerald Friedman has been President of the Company's KDI subsidiary since April 2000 and Executive Vice President of the Company since June 1998. Mr. Friedman was Senior Executive Vice President and Chief Operating Officer of The Price REIT, Inc. from January 1, 1997 to June 1998. From 1994 through 1996, Mr. Friedman was the Chairman and Chief Executive Officer of K & F Development Company, an affiliate of The Price REIT, Inc. Bruce M. Kauderer has been a Vice President of the Company since June 1995 and since December 15, 1997, General Counsel and Secretary of the Company. Mr. Kauderer was a founder of and partner with Kauderer & Pack P.C. from 1992 to June 1995. Joseph K. Kornwasser has been a Director and Senior Executive Vice President of the Company since June 1998. Mr. Kornwasser was President, Chief Executive Officer and a director of The Price REIT, Inc. from August 1993 to June 1998. Mitchell Margolis has been a Vice President of the Company since January 2001. Mr. Margolis was the Chief Information Officer with Tishman Speyer Properties for more than five years prior to joining the Company. Robert Nadler has been President - Midwest Region of the Company since June 2000 and was a Vice President of the Company from June 1998 to June 2000. Prior to joining the Company, Mr. Nadler was Senior Vice President at LaSalle Partners from April 1994 to June 1998. Michael V. Pappagallo has been a Vice President and Chief Financial Officer of the Company since May 27, 1997. Mr. Pappagallo was Chief Financial Officer of GE Capital's Commercial Real Estate Financial and Services business from September 1994 to May 1997 and held various other positions within GE Capital for more than five years prior to joining the Company. Paul Weinberg has been a Vice President of the Company since May 2000. Mr. Weinberg served as Director of Human Resources of the Company from January 1997 to May 2000. Mr. Weinberg was Vice President of Employee and Labor Relations at American Express for more than five years prior to joining the Company. Joel Yarmak has been a Vice President of the Company since June 2000. Mr. Yarmak served as a partner at Rubin & Katz LLP from August 1998 to June 2000 and Chief Financial Officer at Solow Realty from August 1997 to July 1998. Mr. Yarmak was a partner with Deloitte & Touche for more than five years prior to August 1997. The executive officers of the Company serve in their respective capacities for approximate one-year terms and are subject to re-election by the Board of Directors, generally at the time of the Annual Meeting of the Board of Directors following the Annual Meeting of Stockholders. 26 PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters Market Information The following table sets forth the common stock offerings completed by the Company during the three year period ended December 31, 2000. The Company's common stock was sold for cash at the following offering prices per share. Offering Date Offering Price(s) ------------- ----------------- April 1998 (4 Offerings) $36.0625, $36.025, $36.25 and $36.625, respectively May 1998 $38.4375 July 1998 (3 Offerings) $38.2575, $38.56 and $39.4375, respectively September 1998 $38.75 November 1998 (4 Offerings) $39.00, $39.00, $39.6875 and $39.6875, respectively December 1998 (3 Offerings) $38.25 for each offering August 2000 $42.50 The table below sets forth, for the quarterly periods indicated, the high and low sales prices per share reported on the NYSE Composite Tape for the Company's common stock. The Company's common stock is traded under the trading symbol "KIM ". Stock Price ----------- Period High Low ------ ---- --- 1999: First Quarter $39.81 $36.44 Second Quarter $40.63 $35.56 Third Quarter $39.00 $34.31 Fourth Quarter $35.31 $30.88 2000: First Quarter $37.50 $32.75 Second Quarter $42.69 $36.25 Third Quarter $42.81 $39.13 Fourth Quarter $44.75 $39.00 Holders The approximate number of holders of record of the Company's common stock, par value $0.01 per share, was 1,552 as of February 1, 2001. Dividends Since the IPO, the Company has paid regular quarterly dividends to its stockholders. A quarterly dividend at the rate of $0.57 per share was declared and paid on October 29, 1998 and January 15, 1999, respectively. On March 15, 1999 and April 15, 1999 and June 15, 1999 and July 15, 1999 and September 15, 1999 and October 15, 1999, the Company declared and paid quarterly dividends at an increased rate of $0.60 per share. On December 7, 1999, the Company declared its dividend payable during the first quarter of 2000 at the increased rate of $0.66 per share payable on January 18, 2000 to shareholders of record January 3, 2000. Quarterly dividends at the rate of $0.66 per share were declared and paid on March 15, 2000 and April 17, 2000 and June 15, 2000 and July 17, 2000, respectively. On September 15, 2000 and October 16, 2000, the Company declared and paid its quarterly dividend at an increased rate of $0.68 per share. On December 4, 2000, the Company declared its dividend payable during the first quarter of 2001 at an increased rate of $0.72 per share payable on January 16, 2001 to shareholders of record January 2, 2001. This $0.72 per share dividend, if annualized, would equal $2.88 per share or an annual yield of approximately 6.6% based on the closing price of $43.60 of the Company's common stock on the NYSE as of February 1, 2001. The Company has determined that 100% of the dividends paid during 2000 and 1999 totaling $2.66 and $2.37 per share, respectively, represented ordinary dividend income to its stockholders. 27 While the Company intends to continue paying regular quarterly dividends, future dividend declarations will be at the discretion of the Board of Directors and will depend on the actual cash flow of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from rental properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company and any unanticipated capital expenditures. In addition to its common stock offerings, the Company has capitalized the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, mortgage debt, convertible preferred stock and perpetual preferred stock. Borrowings under the Company's revolving credit facility have also been an interim source of funds to both finance the purchase of properties and meet any short-term working capital requirements. The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company with regard to dividends, voting, liquidation and other preferential rights available to the holders of such instruments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Notes 8 and 13 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K. The Company does not believe that the preferential rights available to the holders of its Class A, Class B, Class C and Class D Preferred Stock, the financial covenants contained in its public bond Indenture, as amended, or its revolving credit agreement will have an adverse impact on the Company's ability to pay dividends in the normal course to its common stockholders or to distribute amounts necessary to maintain its qualification as a REIT. The Company maintains a dividend reinvestment and direct stock purchase plan (the "Plan") pursuant to which common and preferred stockholders and other interested investors may elect to automatically reinvest their dividends to purchase shares of the Company's common stock or, through optional cash payments, purchase shares of the Company's common stock. The Company may, from time to time, either (i) repurchase shares of its common stock in the open market, or (ii) issue new shares of its common stock, for the purpose of fulfilling its obligations under the Plan. Item 6. Selected Financial Data The following table sets forth selected, historical consolidated financial data for the Company and should be read in conjunction with the Consolidated Financial Statements of the Company and Notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included in this annual report on Form 10-K. The Company believes that the book value of its real estate assets, which reflects the historical costs of such real estate assets less accumulated depreciation, is not indicative of the current market value of its properties. Historical operating results are not necessarily indicative of future operating performance. 28 Year ended December 31, - ------------------------------------------------------------------------------------------------------------------------------------ 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- (in thousands, except per share information) Operating Data: Revenues from rental property(1) $ 459,407 $ 433,880 $ 338,798 $ 198,929 $ 168,144 Depreciation and amoritization $ 71,129 $ 67,416 $ 51,348 $ 30,053 $ 27,067 Income before extraordinary items $ 205,025(3) $ 176,778(3) $ 127,166(3) $ 85,836(3) $ 73,827(3) Income per common share, before extraordinary items: Basic $ 2.89(3) $ 2.49(3) $ 2.05(3) $ 1.80(3) $ 1.61(3) Diluted $ 2.86(3) $ 2.46(3) $ 2.02(3) $ 1.78(3) $ 1.59(3) Interest expense $ 92,100 $ 83,646 $ 64,912 $ 31,745 $ 27,019 Weighted average number of share of common stock: Basic 61,792 60,473 50,071 37,388 35,906 Diluted 62,435 60,978 50,641 37,850 36,219 Cash dividends paid per common share $ 2.66 $ 2.37 $ 1.97 $ 1.72 $ 1.56 December 31 ----------------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Balance Sheet Data: Real estate, before accumulated depreciation $3,111,708 $2,951,050 $3,023,902 $1,404,196 $1,072,056 Total assets $3,171,348 $3,007,476 $3,051,178 $1,343,890 $1,023,033 Total debt $1,325,663 $1,249,571 $1,289,561 $ 531,614 $ 364,655 Other Data: Year ended December 31, --------------------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Funds from Operations(2): Net income $ 205,025 $ 176,778 $ 122,266 $ 85,836 $ 73,827 Depreciation and amortization 71,129 $ 67,416 51,348 $ 30,053 27,067 Depreciation and amortization-KIR 6,083 3,819 - - - Depreciation and amortization-other real estate joint ventures 2,194 1,420 788 976 1,148 (Gain) loss on sales of properties and early repayment of mortgage debt (3,962) (1,552) 3,999 (244) (802) Preferred stock dividends (26,328) (26,478) (24,654) (18,438) (16,134) ---------- ---------- ---------- ---------- ---------- Funds from Operations $ 254,141 $ 221,403 $ 153,747 $ 98,183 $ 85,106 ========== ========== ========== ========== ========== Cash flow provided by operations $ 250,546 $ 237,153 $ 158,706 $ 125,107 $ 101,892 Cash flow used for investing activities $ (191,626) $ (205,219) $ (630,229) $ (280,823) $ (144,027) Cash flow (used for) provided by financing activities $ (67,899) $ (47,778) $ 484,465 $ 149,269 $ 63,395 (1) Does not include revenues from rental property relating to unconsolidated joint ventures or revenues relating to the investment in retail stores leases. (2) Most industry analysis and equity REITs, including the Company, generally consider funds from operations ("FFO") to be an appropriate supplemental measure of the performance of an equity REIT. In March 1995, the National Association of Real Estate Investment Trusts ("NAREIT") modified the definition of FFO, among other things, to eliminate adding back amorization of deferred financing costs and depreciation of non-real estate items to net income when computing FFO. The Company adopted this new method as of January 1, 1996. FFO is defined as net income applicable to common share before depreciation and amortization, extraordinary items, gains or losses on sales of real estate, plus the pro-rata amount of depreciation and amortization of unconsolidated joint ventures determined on a consistent basis. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principals and therefore should not be considered an alternative for net income as a measure of liquidty. In addition, the comparability of the Company's FFO with the FFO reported by other REIT's may be affected by the difference that exist regarding certain accounting policies relating to expenditures for repairs and other recurring items. (3) Includes $4.0 million or $0.06 per share in 2000, $1.6 million or $0.03 per share in 1999, $0.9 million or $0.02 per share in 1998, $0.2 million or $0.01 per share in 1997 and $0.8 million or $0.02 per share in 1996 relating to non-recurring gains from the disposition of shopping center properties in each year. 29 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this annual report on Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends which might appear, should not be taken as indicative of future operations. Results of Operations Comparison 2000 to 1999 Revenues from rental property increased $25.5 million or 5.9% to $459.4 million for the year ended December 31, 2000, as compared with $433.9 million for the year ended December 31, 1999. This net increase resulted primarily from the combined effect of (i) the acquisition of 12 shopping center properties during 2000, providing revenues of $6.4 million for the year ended December 31, 2000, (ii) the full year impact related to the 35 shopping center properties acquired in 1999 providing incremental revenues of $13.0 million, and (iii) the completion of certain development and redevelopment projects, new leasing, and re-tenanting within the portfolio at improved rental rates providing incremental revenues of approximately $22.4 million as compared to the corresponding year ended December 31, 1999. These increases were reduced as a result of the deconsolidation of 23 shopping center properties as of April 28, 1999 in connection with the sale of a controlling interest in KIR. Revenues from these 23 properties totaled approximately $16.3 million for the period January 1, 1999 to April 28, 1999. Rental property expenses, including depreciation and amortization, increased $12.3 million or 4.7% to $275.2 million for the year ended December 31, 2000, as compared with $262.9 million for the year ended December 31, 1999. These net increases in rental property expenses are the result of the combined effect of (i) increased expenses relating to new property acquisitions made throughout calendar years 1999 and 2000, offset by (ii) the reduction of rental property expenses relating to the deconsolidation of 23 shopping center properties as of April 28, 1999, in connection with the sale of a controlling interest in KIR. Interest expense increased $8.5 million for the year ended December 31, 2000, reflecting higher average outstanding borrowings as compared to the preceding year resulting primarily from (i) the issuance of additional unsecured debt during 1999 and 2000, (ii) additional mortgage financing obtained on certain properties totaling approximately $44.2 million during 2000 and (iii) the assumption of mortgage debt during 1999 and 2000 in connection with certain property acquisitions offset by (iv) the deconsolidation of $252.4 million of mortgage debt on 19 properties as of April 28, 1999, in connection with the sale of a controlling interest in KIR. The Company has interests in various retail store leases relating to the anchor stores premises in neighborhood and community shopping centers. These premises have been substantially sublet to retailers which lease the stores pursuant to net lease agreements. Income from the investment in retail store leases during the years ended December 31, 2000 and 1999 was $4.0 million and $4.1 million, respectively. Operating and administrative expenses increased approximately $1.9 million for the year ended December 31, 2000, as compared to the preceding calendar year. The increase is due primarily to an increase in senior management and staff levels and other personnel costs in connection with the growth of the Company. During 1998, the Company formed KIR, a limited partnership established to invest in high quality retail properties financed primarily through the use of individual non-recourse mortgages. At the time of formation, the Company contributed 19 property interests to KIR. On April 28, 1999, KIR sold a significant interest in the partnership to an institutional investor. As a result, the Company holds a non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting. The Company's equity in income of KIR for the year ended December 31, 2000 was $9.5 million and for the period April 28, 1999 to December 31, 1999 was approximately $6.0 million. Other income, net increased $10.1 million for the year ended December 31, 2000, as compared to the preceding calendar year. The net increase was primarily attributed to higher interest and dividend income related to the Company's investment in certain marketable equity and debt securities. 30 During 2000, the Company, in separate transactions, disposed of ten shopping center properties. Sale prices from two of these dispositions aggregated approximately $4.5 million which approximated their aggregate net book value. Sale prices from eight of these dispositions aggregated approximately $29.7 million which resulted in net gains of approximately $4.0 million. Net income for the year ended December 31, 2000 was $205.0 million as compared to $176.8 million for the year ended December 31, 1999, representing an increase of $28.2 million. After adjusting for the gains on sales of shopping center properties in each year, net income for 2000 increased $25.8 million, or $0.36 per diluted share compared to 1999. This improved performance is primarily attributable to the Company's strong acquisition and investment program, internal growth from development and redevelopment projects and increased leasing activity which strengthened operating profitability. Comparison 1999 to 1998 Revenues from rental property increased $95.1 million or 28.1% to $433.9 million for the year ended December 31, 1999, as compared with $338.8 million for the year ended December 31, 1998. This net increase resulted primarily from the combined effect of (i) the acquisition of 35 shopping center properties during 1999, two of which were subsequently sold to KIR, providing revenues of $13.5 million for the year ended December 31, 1999, (ii) the full year impact related to the 62 shopping center properties and three retail properties acquired in 1998 providing incremental revenues of $37.4 million, (iii) the acquisition of The Price REIT, Inc. as of June 19, 1998 (the "Price REIT Acquisition") providing incremental revenues of $35.6 million and (iv) new leasing, property redevelopments and re-tenanting within the portfolio at improved rental rates providing incremental revenues of $11.0 million. These increases were reduced as a result of the deconsolidation of 21 shopping center properties as of April 28, 1999 in connection with the sale of a controlling interest in KIR. Rental property expenses, including depreciation and amortization, increased $55.4 million or 26.7% to $262.9 million for the year ended December 31, 1999, as compared with $207.5 million for the year ended December 31, 1998. The rental property expense components of real estate taxes, operating and maintenance, and depreciation and amortization increased by $10.2 million, $8.8 million and $16.1 million, respectively, for the year ended December 31, 1999 as compared to the year ended December 31, 1998. These rental property expense increases are primarily due to property acquisitions during the year ended December 31, 1999, and the incremental costs associated with the Price REIT Acquisition and the property acquisitions throughout 1998. These increases were reduced as a result of the deconsolidation of 21 shopping center properties as of April 28, 1999 in connection with the sale of a controlling interest in KIR. Interest expense increased $18.7 million for the year ended December 31, 1999, reflecting higher average outstanding borrowings as compared to the preceding year resulting from (i) the issuance of additional unsecured debt during 1999 and 1998 and the assumption of $250.0 million in connection with the Price REIT Acquisition, (ii) the assumption of mortgage debt during 1999 and 1998 in connection with certain property acquisitions and (iii) mortgage financing obtained on certain properties in 1999 and 1998, offset by the deconsolidation of $252.4 million of mortgage debt on 19 properties as of April 28, 1999 in connection with the sale of a controlling interest in KIR. The Company has interests in various retail store leases relating to the anchor stores premises in neighborhood and community shopping centers. These premises have been substantially sublet to retailers which lease the stores pursuant to net lease agreements. Income from the investment in retail store leases during the years ended December 31, 1999 and 1998 was $4.1 million and $3.7 million, respectively. Operating and administrative expenses increased approximately $5.2 million for the year ended December 31, 1999, as compared to the preceding calendar year. The increase is due primarily to an increase in senior management and staff levels and other personnel costs in connection with the growth of the Company and the Price REIT Acquisition. During 1998, the Company formed KIR, a limited partnership established to invest in high quality retail properties financed primarily through the use of individual non-recourse mortgages. At the time of formation, the Company contributed 19 property interests to KIR. On April 28, 1999, KIR sold a significant interest in the partnership to an institutional investor. As a result, the Company holds a non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting. The Company's equity in income of KIR for the period April 28, 1999 to December 31, 1999 was approximately $6.0 million. 31 During 1999, the Company disposed of six shopping center properties and a land parcel. Cash proceeds from four of these dispositions aggregated approximately $6.1 million, which approximated their aggregate net book value. During July 1999, the Company disposed of an additional shopping center property in New Port Richey, FL. Cash proceeds from the disposition totaling $0.5 million, together with an additional $5.5 million cash investment, were used to acquire an exchange shopping center property located in Greensboro, NC during September 1999. The sale of this property resulted in a gain of approximately $0.3 million. During October 1999, the Company, in separate transactions, disposed of a shopping center and a land parcel for an aggregate sale price of approximately $4.5 million, which resulted in a gain of approximately $1.3 million. Net income for the year ended December 31, 1999 was $176.8 million as compared to $122.3 million for the year ended December 31, 1998, representing an increase of $54.5 million. After adjusting for the gains on sales of shopping center properties in each year and the extraordinary charge in 1998, net income for 1999 increased $49.0 million, or $0.43 per basic share compared to 1998. This improved performance is primarily attributable to the Company's strong acquisition program, internal growth from development and redevelopment projects and increased leasing activity which strengthened operating profitability. Liquidity and Capital Resources Since the completion of the Company's IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $2.2 billion for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects and for expanding and improving properties in the portfolio. During August 2000, the Company established a $250.0 million, unsecured revolving credit facility, which is scheduled to expire in August 2003. This credit facility, which replaced the Company's $215.0 million unsecured revolving credit facility has made available funds to both finance the purchase of properties and meet any short-term working capital requirements. As of December 31, 2000 there was $45.0 million outstanding under the credit facility. The Company has also implemented an MTN program pursuant to which it may from time to time offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company's debt maturities (See Note 8 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K.) In addition to the public equity and debt markets as capital sources, the Company may, from time to time, obtain mortgage financing on selected properties. As of December 31, 2000, the Company had over 350 unencumbered property interests in its portfolio. During 1998, the Company filed a shelf registration on Form S-3 for up to $750.0 million of debt securities, preferred stock, depositary shares, common stock and common stock warrants. As of February 1, 2001, the Company had approximately $106.7 million available for issuance under this shelf registration statement. In connection with its intention to continue to qualify as a REIT for Federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows which are expected to increase due to property acquisitions and growth in rental revenues in the existing portfolio and from other sources. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a conservative dividend payout ratio, reserving such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise, and such other factors as the Board of Directors considers appropriate. Cash dividends paid increased to $189.9 million in 2000, compared to $169.7 million in 1999 and $113.9 million in 1998. The Company's dividend payout ratio, based on funds from operations on a per-basic common share basis, for 2000, 1999 and 1998 was approximately 64.7%, 64.8% and 64.2%, respectively. Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments. 32 The Company anticipates its capital commitment toward ground-up development and redevelopment projects during 2001 will be approximately $190.0 million to $240.0 million. It is management's intention that the Company continually have access to the capital resources necessary to expand and develop its business. Accordingly, the Company may seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage financings and other debt and equity alternatives in a manner consistent with its intention to operate with a conservative debt capitalization policy. The Company anticipates that cash flows from operations will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with REIT requirements in both the short-term and long-term. In addition, the Company anticipates that cash on hand, borrowings under its revolving credit facility, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. Cash flows from operations as reported in the Consolidated Statements of Cash Flows increased to $250.5 million for 2000 from $237.2 million for 1999 and $158.7 million for 1998. Effects of Inflation Many of the Company's leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices. In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. Most of the Company's leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and will, from time to time, enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate loans. New Accounting Pronouncements During December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB 101") which, among other things, provides further guidance as to the recognition of contingent rents (i.e. additional rents based on tenants' sales volumes). The Company has elected early adoption of SAB 101 effective January 1, 2000. The implementation of SAB 101 has not had a material impact on the Company's financial position or results of operations. In 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("FASB No. 133"). In June 1999, the FASB delayed the implementation date of FASB No. 133 making it effective for the Company for periods beginning January 1, 2001. FASB No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Management of the Company anticipates that, due to its limited use of derivative instruments, the adoption of FASB No. 133 will not have a significant effect on the Company's financial position or results of operations. Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of December 31, 2000, the Company had approximately $267.1 million of floating-rate debt outstanding. The interest rate risk on $110.0 million of such debt has been mitigated through the use of an interest rate swap agreement (the "Swap") with a major financial institution. The Company is exposed to credit risk in the event of non-performance by the counter-parties to the Swap. The Company believes it mitigates its credit risk by entering into this Swap with a major financial institution. The Company believes the interest rate risk represented by the remaining $157.1 million of floating-rate debt is not material in relation to the total debt outstanding of the Company or its market capitalization. 33 The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes. As of December 31, 2000, the Company had no other material exposure to market risk. Item 8. Financial Statements and Supplementary Data The response to this Item 8 is included as a separate section of this annual report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 34 PART III Item 10. Directors and Executive Officers of the Registrant Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 15, 2001. Information with respect to the Executive Officers and other significant employees of the Registrant follows Part I, Item 4 of this annual report on Form 10-K. Item 11. Executive Compensation Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 15, 2001. Item 12. Security Ownership of Certain Beneficial Owners and Management Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 15, 2001. Item 13. Certain Relationships and Related Transactions Incorporated herein by reference to the Company's definitive proxy statement to be filed with respect to its Annual Meeting of Stockholders expected to be held on May 15, 2001. 35 PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K (a) 1. Financial Statements - Form 10-K The following consolidated financial information Report is included as a separate section of this annual Page report on Form 10-K. ---- Report of Independent Accountants 42 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2000 and 1999 43 Consolidated Statements of Income for the years ended December 31, 2000, 1999 and 1998 44 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2000, 1999 and 1998 45 Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998 46 Notes to Consolidated Financial Statements 47 2. Financial Statement Schedules - Schedule II - Valuation and Qualifying Accounts 63 Schedule III - Real Estate and Accumulated Depreciation 64 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 (b) Reports on Form 8-K No reports on Form 8-K were filed by the Company for the quarter ended December 31, 2000. 36 INDEX TO EXHIBITS Form 10-K Exhibits Page 2.1 --Form of Plan of Reorganization of Kimco Realty Corporation [Incorporated by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-11 No. 33-42588]. 2.2 --Agreement and Plan of Merger, dated as of January 13, 1998, among Kimco Realty Corporation, REIT Sub, Inc. and The Price REIT, Inc. (the "Merger Agreement"). [Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed January 21, 1998]. 2.3 --First Amendment to the Merger Agreement, dated as of March 5, 1998, among Kimco Realty Corporation, REIT Sub, Inc. and The Price REIT, Inc. [Incorporated by reference to the Company's Exhibit 99.1 of the Company's Current Report on Form 8-K filed January 21, 1998.] 2.4 --Second Amendment to the Merger Agreement, dated as of May 14, 1998, among Kimco Realty Corporation, REIT Sub, Inc. and The Price REIT, Inc. [Incorporated by reference to the Company's and The Price REIT, Inc.'s Joint Proxy Statement/Prospectus on Form S-4 No. 333-52667]. 3.1 --Articles of Amendment and Restatement of the Company, dated August 4, 1994 [Incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994]. 3.2 --By-laws of the Company, as amended dated August 4, 1994. 3.3 --Articles Supplementary relating to the 8 1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated July 25, 1995. Incor- porated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 (file #1-10899) (the "1995 Form 10-K")]. 3.4 --Articles Supplementary relating to the 8 3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share, of the Company, dated April 9, 1996 [Incorp- orated by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 1996]. 3.5 --Articles Supplementary relating to the 7 1/2% Class D Cumulative Convertible Preferred Stock, par value $1.00 per share, of the Company, dated May 14, 1998 [Incor- porated by reference to the Company's and The Price REIT, Inc.'s Joint Proxy/Prospectus on Form S-4 No. 333-52667]. 4.1 --Agreement of the Company pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K [Incorporated by reference to Exhibit 4.1 to Amendment No. 3 to the Company's Registration Statement on Form S-11 No. 33-42588]. 4.2 --Certificate of Designations [Incorporated by reference to Exhibit 4(d) to Amendment No. 1 to the Registration Statement on Form S-3 dated September 10, 1993 (the "Registration Statement", Commission File No. 33-67552)]. 37 INDEX TO EXHIBITS (continued) Form 10-K Page Exhibits 4.3 --Indenture dated September 1, 1993 between Kimco Realty Corporation and IBJ Schroder Bank and Trust Company [Incorporated by reference to Exhibit 4(a) to the Registration Statement]. 4.4 --First Supplemental Indenture, dated as of August 4, 1994. [Incorporated by reference to Exhibit 4.6 to the 1995 Form 10-K.] 4.5 --Second Supplemental Indenture, dated as of April 7, 1995 [Incorporated by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K dated April 7, 1995 (the "April 1995 8-K")]. 4.6 -- Form of Medium-Term Note (Fixed Rate) [Incorporated by reference to Exhibit 4(b) to the April 1995 8-K]. 4.7 -- Form of Medium-Term Note (Floating Rate) [Incorporated by reference to Exhibit 4(c) to the April 1995 8-K]. 4.8 -- Form of Remarketed Reset Note [Incorporated by reference to Exhibit 4(j) to the Company's Current Report on Form 8-K dated March 26, 1999]. 10.1 -- Form of Acquisition Option Agreement between the Company and the subsidiary named therein [Incorporated by reference to Exhibit 10.1 to Amendment No. 3 to the Company's Registration Statement on Form S-11 No. 33-42588]. 10.2 -- Management Agreement between the Company and KC Holdings, Inc. [Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-11 No. 33-47915]. 10.3 -- Amended and Restated Stock Option Plan [Incorporated by reference to Exhibit 10.3 to the 1995 Form 10-K.] 10.4 -- Employment Agreement between Kimco Realty Corporation and Michael J. Flynn, dated November 1, 1998. 10.5 -- Restricted Equity Agreement, Non-Qualified and Incentive Stock Option Agreement, and Price Condition Non-Qualified and Incentive Stock Option Agreement between Kimco Realty Corporation and Michael J. Flynn, each dated November 1, 1995 [Incorporated by reference to Exhibit 10.5 to the 1995 Form 10-K]. 10.6 -- Employment Agreement between Kimco Realty Corporation and Michael V. Pappagallo, dated April 30, 1997 [Incor- porated by Reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997]. 10.7 -- Employment Agreement between Kimco Realty Corporation and Joseph K. Kornwasser, dated January 13, 1998 [Incorporated by Reference to Exhibit 10.9 to the Company's and the Price REIT, Inc.'s Joint Proxy Statement/Prospectus on Form S-4 No. 333-52667]. 38 INDEX TO EXHIBITS (continued) Form 10-K Page 10.8 -- Employment Agreement between Kimco Realty Corporation and Jerald Friedman, dated January 13, 1998 [Incorporated by Reference to Exhibit 10.10 to the Company's and the Price REIT, Inc.'s Joint Proxy Statement/Prospectus on Form S-4 No. 333-52667]. 10.9 -- Credit Agreement among Kimco Realty Corporation, The Several Banks, financial institutions and other entities from Time to Time Parties Hereto, Chase Manhattan Bank and The First National Bank of Chicago, as Co-Managers and Chase Manhattan Bank, as Administrative Agent, dated as of August 11, 1998. [Incorporated by reference to Exhibit 4(b) to the Company's Current Report of Form 8-K filed November 10, 1998]. 10.10 --Amended and Restated Stock Option Plan [Incorporated by reference to the Company's and The Price REIT, Inc.'s Joint Proxy/Prospectus on Form S-4 No. 333-52667]. *12.1 --Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. 71 *12.2 --Computation of Ratio of Funds from Operations to Combined Fixed Charges and Preferred Stock Dividends. 72 *21.1 --Subsidiaries of the Company 73 *23.1 --Consent of PricewaterhouseCoopers LLP 85 - ----------------------------------------------------------- * Filed herewith. 39 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 (Registrant) By: /s/ Milton Cooper -------------------------------- Milton Cooper Chief Executive Officer Dated: March 16, 2001 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/ Martin S. Kimmel Chairman (Emeritus) of March 16, 2001 - ---------------------------- the Board of Directors Martin S. Kimmel /s/ Milton Cooper Chairman of the Board March 16, 2001 - ---------------------------- of Directors and Chief Milton Cooper Executive Officer /s/ Michael J. Flynn Vice Chairman of the March 16, 2001 - ---------------------------- Board of Directors, Michael J. Flynn President and Chief Operating Officer /s/ Joseph K. Kornwasser Director and Senior March 16, 2001 - ---------------------------- Executive Vice President Joseph K. Kornwasser /s/ Richard G. Dooley Director March 16, 2001 - ---------------------------- Richard G. Dooley /s/ Joe Grills Director March 16, 2001 - ---------------------------- Joe Grills /s/ Frank Lourenso Director March 16, 2001 - ---------------------------- Frank Lourenso /s/ Michael V. Pappagallo Vice President - March 16, 2001 - ---------------------------- Chief Financial Officer Michael V. Pappagallo /s/ Glenn G. Cohen Vice President - March 16, 2001 - ---------------------------- Treasurer Glenn G. Cohen /s/ Einat Dekel Manager of Accounting March 16, 2001 - ---------------------------- Einat Dekel 40 ANNUAL REPORT ON FORM 10-K ITEM 8, ITEM 14 (a) (1) and (2) INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES FORM 10-K Page No. -------- KIMCO REALTY CORPORATION AND SUBSIDIARIES Report of Independent Accountants 42 Consolidated Financial Statements and Financial Statement Schedules: Consolidated Balance Sheets as of December 31, 2000 and 1999 43 Consolidated Statements of Income for the years ended December 31, 2000, 1999 and 1998 44 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2000, 1999 and 1998 45 Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998 46 Notes to Consolidated Financial Statements 47 Financial Statement Schedules: II. Valuation and Qualifying Accounts 63 III. Real Estate and Accumulated Depreciation 64 41 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of Kimco Realty Corporation: In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Kimco Realty Corporation and Subsidiaries at December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, 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 accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP New York, New York February 15, 2001, except as to Note 20, which is dated as of March 15, 2001 42 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) December 31, December 31, 2000 1999 ----------- ------------ Assets: Real Estate Rental property Land $ 519,814 $ 490,414 Buildings and improvements 2,590,546 2,459,288 ----------- ----------- 3,110,360 2,949,702 Less, accumulated depreciation and amortization 391,946 323,738 ----------- ----------- 2,718,414 2,625,964 Undeveloped land parcels 1,348 1,348 ----------- ----------- Real estate, net 2,719,762 2,627,312 Investment and advances in KIR 142,437 114,217 Investments and advances in other real estate joint ventures 61,601 68,553 Investment in retail store leases 11,316 12,709 Cash and cash equivalents 19,097 28,076 Accounts and notes receivable 44,673 31,689 Deferred charges and prepaid expenses 40,054 31,752 Other assets 132,408 93,168 ----------- ----------- $ 3,171,348 $ 3,007,476 =========== =========== Liabilities & Stockholders' Equity: Notes payable $ 1,080,250 $ 1,037,250 Mortgages payable 245,413 212,321 Accounts payable and accrued expenses 64,024 64,954 Dividends payable 50,570 45,290 Other liabilities 12,985 29,097 ----------- ----------- 1,453,242 1,388,912 ----------- ----------- Minority interests in partnerships 13,767 13,129 ----------- ----------- Commitments and contingencies Stockholders' equity Preferred Stock, $1.00 par value, authorized 5,000,000 shares Class A Preferred Stock, $1.00 par value, authorized 345,000 shares Issued and outstanding 300,000 shares 300 300 Aggregate liquidation preference $75,000 Class B Preferred Stock, $1.00 par value, authorized 230,000 shares Issued and outstanding 200,000 shares 200 200 Aggregate liquidation preference $50,000 Class C Preferred Stock, $1.00 par value, authorized 460,000 shares Issued and outstanding 400,000 shares 400 400 Aggregate liquidation preference $100,000 Class D Convertible Preferred Stock, $1.00 par value, authorized 700,000 shares Issued and outstanding 418,254 and 428,514 shares, respectively Aggregate liquidation preference $104,564 and $107,129, respectively 418 429 Common stock, $.01 par value, authorized 200,000,000 shares Issued and outstanding 63,144,859 and 60,795,593 shares, respectively 631 608 Paid-in capital 1,819,446 1,730,278 Cumulative distributions in excess of net income (113,110) (122,959) ----------- ----------- 1,708,285 1,609,256 Notes receivable from officer stockholders (3,946) (3,821) ----------- ----------- 1,704,339 1,605,435 ----------- ----------- $ 3,171,348 $ 3,007,476 =========== =========== The accompanying notes are an integral part of these consolidated financial statements. 43 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share information) Year Ended December 31, ---------------------------------------------- 2000 1999 1998 --------- --------- --------- Revenues from rental property $ 459,407 $ 433,880 $ 338,798 --------- --------- --------- Rental property expenses: Rent 13,522 14,167 12,568 Real estate taxes 55,996 55,644 45,472 Interest 92,100 83,646 64,912 Operating and maintenance 42,449 42,003 33,246 Depreciation and amortization 71,129 67,416 51,348 --------- --------- --------- 275,196 262,876 207,546 --------- --------- --------- Income from rental property 184,211 171,004 131,252 Income from investment in retail store leases 3,985 4,099 3,703 --------- --------- --------- 188,196 175,103 134,955 Management fee income 6,131 5,091 3,646 Operating and administrative expenses (25,691) (23,833) (18,583) Equity in income of KIR 9,508 5,974 - Equity in income of other real estate joint ventures, net 5,062 4,537 3,106 Minority interests in income of partnerships, net (2,054) (1,489) (1,275) Other income, net 19,911 9,843 4,416 --------- --------- --------- Income before gain on sale of shopping center properties and extraordinary items 201,063 175,226 126,265 Gain on sale of shopping center properties, net 3,962 1,552 901 --------- --------- --------- Income before extraordinary items 205,025 176,778 127,166 Extraordinary items - - (4,900) --------- --------- --------- Net income $ 205,025 $ 176,778 $ 122,266 ========= ========= ========= Net income applicable to common shares $ 178,697 $ 150,300 $ 97,612 ========= ========= ========= Per common share: Income before extraordinary items Basic $2.89 $2.49 $2.05 ===== ===== ===== Diluted $2.86 $2.46 $2.02 ===== ===== ===== Net Income Basic $2.89 $2.49 $1.95 ===== ===== ===== Diluted $2.86 $2.46 $1.93 ===== ===== ===== The accompanying notes are an integral part of these consolidated financial statements. 44 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the Years Ended December 31, 2000, 1999 and 1998 (in thousands, except per share information) Preferred Stock Common Stock ----------------------------- ------------------------- Paid-in Issued Amount Issued Amount Capital --------------- ------------ ------------ ----------- ----------- Balance, December 31, 1997 900 $ 900 40,395 $ 404 $ 857,658 Net income Dividends ($2.06 per common share; $1.9375, $2.125, $2.0938, $1.0729 and $2.9609 per Class A, Class B, Class C, Class D and Class E Depositary Share, respectively) Issuance of preferred stock 494 494 171,796 Issuance of common stock 19,588 195 739,591 Exercise of common stock options 151 2 3,162 Redemption of preferred stock (65) (65) (64,935) ------ ------- ------- ----- ----------- Balance, December 31, 1998 1,329 1,329 60,134 601 1,707,272 Net income Dividends ($2.46 per common share; $1.9375, $2.125, $2.0938, and $1.875 per Class A, Class B, Class C, and Class D Depositary Share, respectively) Issuance of common stock 501 6 19,257 Exercise of common stock options 321 3 8,827 Repurchase of common stock (160) (2) (5,078) ------ ------- ------- ----- ----------- Balance, December 31, 1999 1,329 1,329 60,796 608 1,730,278 Net income Dividends ($2.72 per common share; $1.9375, $2.125, $2.0938, and $1.875 per Class A, Class B, Class C, and Class D Depositary Share, respectively) Issuance of common stock 2,156 21 86,728 Exercise of common stock options 193 2 4,934 Repurchase of Class D Preferred Stock (11) (11) (2,494) Collection of notes receivable ------ ------- ------- ----- ----------- Balance, December 31, 2000 1,318 $ 1,318 63,145 $ 631 $ 1,819,446 ====== ======= ======= ===== =========== Cumulative Notes Distributions Receivable Total in Excess from Officer Stockholders' of Net Income Stockholders Equity ------------------- ------------- ------------- Balance, December 31, 1997 $ (115,643) $ - $ 743,319 Net income 122,266 122,266 Dividends ($2.06 per common share; $1.9375, $2.125, $2.0938, $1.0729 and $2.9609 per Class A, Class B, Class C, Class D and Class E Depositary Share, respectively) (130,806) (130,806) Issuance of preferred stock 172,290 Issuance of common stock 739,786 Exercise of common stock options 3,164 Redemption of preferred stock (65,000) ---------- -------- ----------- Balance, December 31, 1998 (124,183) - 1,585,019 Net income 176,778 176,778 Dividends ($2.46 per common share; $1.9375, $2.125, $2.0938, and $1.875 per Class A, Class B, Class C, and Class D Depositary Share, respectively) (175,554) (175,554) Issuance of common stock 19,263 Exercise of common stock options (3,821) 5,009 Repurchase of common stock (5,080) ---------- -------- ----------- Balance, December 31, 1999 (122,959) (3,821) 1,605,435 Net income 205,025 205,025 Dividends ($2.72 per common share; $1.9375, $2.125, $2.0938, and $1.875 per Class A, Class B, Class C, and Class D Depositary Share, respectively) (195,176) (195,176) Issuance of common stock 86,749 Exercise of common stock options (387) 4,549 Repurchase of Class D Preferred Stock (2,505) Collection of notes receivable 262 262 ---------- -------- ----------- Balance, December 31, 2000 $ (113,110) $ (3,946) $ 1,704,339 ========== ======== =========== The accompanying notes are an integral part of these consolidated financial statements. 45 KIMCO REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, --------------------------------------- 2000 1999 1998 --------- --------- ----------- Cash flow from operating activities: Net income $ 205,025 $ 176,778 $ 122,266 Adjustments for noncash items - Depreciation and amortization 71,129 67,416 51,348 Extraordinary items - - 4,900 Gain on sale of shopping center properties, net (3,962) (1,552) (901) Minority interests in income of partnerships, net 2,054 1,489 1,275 Equity in income of KIR (9,508) (5,974) - Equity in income of other real estate joint ventures, net (5,062) (4,537) (3,106) Change in accounts and notes receivable (12,806) (2,832) (11,422) Change in accounts payable and accrued expenses (1,176) 1,177 (6,608) Change in other operating assets and liabilities 4,852 5,188 954 --------- --------- ----------- Net cash flow provided by operations 250,546 237,153 158,706 --------- --------- ----------- Cash flow from investing activities: Acquisition of and improvements to real estate (158,515) (278,726) (583,979) Acquisition of real estate through joint venture investment - (10,562) (23,314) Advances to real estate joint ventures - (2,705) (1,905) Reimbursement of advances to real estate joint ventures 2,400 29,287 - Investment in KIR (29,566) - - Net proceeds from sale of interest in KIR - 68,179 - Investment in marketable securities (45,616) (17,159) (7,089) Proceeds from sale of marketable securities 16,055 11,590 - Investments and advances to affiliated companies (6,866) (1,450) - Investments and advances to joint ventures, net (500) (10,649) - Investment in mortgage loans receivable - (8,646) (27,698) Collection of mortgage loans receivable 2,967 4,545 1,456 Proceeds from sale of real estate interests 28,015 11,077 12,300 --------- --------- ----------- Net cash flow used for investing activities (191,626) (205,219) (630,229) --------- --------- ----------- Cash flow from financing activities: Principal payments on debt, excluding normal amortization of rental property debt (17,024) (61,098) (84,056) Principal payments on rental property debt, net (4,510) (4,417) (4,403) Proceeds from mortgage financing 44,396 28,733 281,275 Payment of unsecured obligation (18,172) (26,816) - Proceeds from issuance of medium-term notes 210,000 100,000 290,000 Repayment of medium-term notes (60,000) - (50,000) Proceeds from issuance of senior notes - 130,000 - Repayment of senior notes (100,000) (100,000) - Borrowings under senior term loan - 52,000 - Repayment of borrowings under senior term loan (52,000) - - Borrowings under revolving credit facility 90,000 95,000 220,000 Repayment of borrowings under revolving credit facility (45,000) (95,000) (265,000) Financing origination costs (2,863) - (7,324) Dividends paid (189,896) (169,708) (113,908) Proceeds from issuance of stock 79,675 8,608 282,881 Payment for repurchase of stock (2,505) (5,080) - Redemption of preferred stock - - (65,000) --------- --------- ----------- Net cash flow (used for)/provided by financing activities (67,899) (47,778) 484,465 --------- --------- ----------- Change in cash and cash equivalents (8,979) (15,844) 12,942 Cash and cash equivalents, beginning of year 28,076 43,920 30,978 --------- --------- ----------- Cash and cash equivalents, end of year $ 19,097 $ 28,076 $ 43,920 ========= ========= =========== Supplemental schedule of noncash investing/financing activity: Acquisition of real estate interests by issuance of stock and/or assumption of mortgage debt $ 30,986 $ 98,770 $ 1,005,713 ========= ========= =========== Notes received upon exercise of stock options $ 387 $ 3,821 $ - ========= ========= =========== Disposition of real estate interests by assignment of mortgage debt $ 9,124 $ - $ - ========= ========= =========== Proceeds held in escrow from sale of real estate interest $ 2,700 $ - $ - ========= ========= =========== Declaration of dividends paid in succeeding year $ 50,570 $ 45,290 $ 39,444 ========= ========= =========== The accompanying notes are an integral part of these consolidated financial statements 46 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies: Business Kimco Realty Corporation (the "Company" or "Kimco"), its subsidiaries, 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 management services for shopping centers owned by affiliated entities and various real estate joint ventures. Additionally, the Company is engaged in the ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion. 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, 2000, the Company's single largest neighborhood and community shopping center accounted for only 1.4% of the Company's annualized base rental revenues and only 1.0% of the Company's total shopping center gross leasable area ("GLA"). At December 31, 2000, the Company's five largest tenants include Kmart Corporation, Kohl's, The Home Depot, Ames and TJX Companies, which represented approximately 13.3%, 2.9%, 2.6%, 2.6% and 1.9%, respectively, of the Company's annualized base rental revenues. The above statistics do not include the KIR Portfolio, as defined in Note 4 to the Consolidated Financial Statements. Principles of Consolidation and Estimates The accompanying Consolidated Financial Statements include the accounts of the Company, its subsidiaries, all of which are wholly-owned, and all partnerships in which the Company has a controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation. Generally accepted accounting principles require 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. Actual results may differ from such estimates. The most significant assumptions and estimates relate to depreciable lives, valuation of real estate and the recoverability of trade accounts receivable. Real Estate Real estate assets are stated at cost, less accumulated depreciation and amortization. If there is an event or a change in circumstances that indicates that the basis of a property may not be recoverable, then management will assess any impairment in value by making a comparison of (i) the current and projected operating cash flows (undiscounted and without interest charges) of the property over its remaining useful life and (ii) the net carrying amount of the property. If the current and projected operating cash flows (undiscounted and without interest charges) are less than the carrying value of its property, the carrying value would be written down to an amount to reflect the fair value of the property. Depreciation and amortization are provided on the straight-line method over the estimated useful lives of the assets, as follows: Buildings 15 to 39 years Fixtures and leasehold improvements Terms of leases or useful lives, whichever is shorter Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations are capitalized. 47 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Investments in Real Estate Joint Ventures Investments in real estate joint ventures are accounted for on the equity method. 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 over the terms of the related leases or debt agreements, as applicable. Revenue Recognition Minimum revenues from rental property are recognized on a straight-line basis over the terms of the related leases. Income Taxes The Company and its subsidiaries file a consolidated Federal income tax return. The Company has made an election to qualify, and believes it is operating so as to qualify, as a Real Estate Investment Trust (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 the Code. However, in connection with the Tax Relief Extension Act of 1999, which became effective January 1, 2001, the Company is now 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 in entities which elect to be treated as taxable subsidiaries under the Code. As such, the Company will be subject to federal income tax on the income from these activities. Per Share Data The following table sets forth the reconciliation between basic and diluted weighted average number of shares outstanding for each period: 2000 1999 1998 ----------- ---------- ---------- Basic EPS - weighted average number of common shares outstanding 61,792,047 60,472,768 50,071,425 Effect of dilutive securities - Stock options 643,394 504,749 569,113 ---------- ---------- ---------- Diluted EPS - weighted average number of common shares 62,435,441 60,977,517 50,640,538 ========== ========== ========== The effect of the conversion of the Class D Preferred Stock (as defined in Note 3) would have an anti-dilutive effect upon the calculation of net income per common share. Accordingly, the impact of such conversion has not been included in the determination of diluted net income per common share. New Accounting Pronouncements During December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB 101") which, among other things, provides further guidance as to the recognition of contingent rents (i.e. additional rents based on tenants' sales volumes). The Company has elected early adoption of SAB 101 effective January 1, 2000. The implementation of SAB 101 has not had a material impact on the Company's financial position or results of operations. 48 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued In 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("FASB No. 133"). In June 1999, the FASB delayed the implementation date of FASB No. 133 by one year making it effective for the Company for periods beginning January 1, 2001. FASB No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. Management of the Company anticipates that, due to its limited use of derivative instruments, the adoption of FASB No. 133 will not have a significant effect on the Company's financial position or results of operations. 2. Property Acquisitions and Developments: Shopping Centers - During the years 2000, 1999 and 1998 certain subsidiaries and affiliates of the Company acquired real estate interests, in separate transactions, at aggregate costs of approximately $62.5 million, $249.0 million and $303.0 million, respectively. Ground-Up Development - During the years 2000 and 1999 certain subsidiaries and affiliates of the Company expended approximately $74.0 million and $80.0 million, respectively, in connection with the purchase of land and construction costs related to its ground-up development projects. Venture Stores, Inc. Properties Transactions - During the period January 1996 through August 1997, the Company acquired 65 fee and leasehold interests from Venture Stores, Inc. ("Venture") for an aggregate purchase price of approximately $170.0 million. Simultaneously with these transactions, the Company entered into long-term unitary net leases with Venture covering all premises occupied by Venture on these properties. In January 1998, Venture filed for protection under Chapter 11 of the United States Bankruptcy Code. On April 27, 1998, Venture announced it would discontinue its retail operations and that it had reached an agreement to sell its leasehold position at 89 locations to the Company, including 56 properties pursuant to two unitary leases already in place with the Company, 30 properties pursuant to a master lease with Metropolitan Life Insurance Company ("Metropolitan Life") and three properties leased by Venture from others. On July 1, 1998, the Company reached an agreement with Metropolitan Life to purchase the 30 fee and leasehold positions which were leased by Metropolitan Life to Venture, for an aggregate purchase price of $167.5 million. During August 1998, the Company acquired from Venture 5 additional leasehold positions, including two leases already in place with the Company, for an aggregate purchase price of approximately $2.2 million. The purchase price for the 89 leasehold positions was $95.0 million, less certain closing adjustments, but was subject to upward adjustment based on the Company's success in re-tenanting the properties over a two-year period. On July 17, 1998, the Company purchased the leasehold positions with an initial cash payment to Venture of approximately $53.3 million. During April and December 1999, the Company paid Venture an additional $21.0 million and $5.8 million, respectively. During August 2000, the Company paid Venture a final cash payment of approximately $14.9 million. The Company has substantially completed its re-tenanting efforts with regard to the former Venture locations. 49 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Retail Property Acquisitions - During January 1998, the Company, through a partnership interest, acquired fee interest in three properties from a retailer in the Chicago, IL market comprising approximately 516,000 square feet of GLA for a aggregate purchase price of approximately $23.7 million. These properties include approximately 70,000 square feet of showroom space and adjoining warehouses of approximately 100,000 square feet at each location. Simultaneous with this transaction, the Company leased, to a national furniture retailer, the showroom portion of each property under individual long-term leases. Other Acquisitions - In January 2000, the Company acquired fee title to a shopping center property in which the Company held a leasehold interest for an aggregate purchase price of approximately $2.5 million. During 1998, in connection with the Company's merger with The Price REIT, Inc., the Company acquired a 50% interest in a joint venture in Houston, TX. During March 2000, the Company acquired the remaining 50% interest in such partnership for $5.0 million and now accounts for its investment under the consolidation method of accounting. During December 1998, the Company acquired a first mortgage on a shopping center in Manhasset, New York for approximately $21.0 million. During April 1999, the Company acquired fee title to this property. These property acquisitions have been funded principally through the application of proceeds from the Company's public unsecured debt and equity offerings and proceeds from mortgage financings (see Notes 8, 9 and 13). 3. Price REIT Merger: On January 13, 1998, the Company, REIT Sub, Inc., a Maryland corporation and a wholly owned subsidiary of the Company ("Merger Sub") and The Price REIT, Inc., a Maryland corporation, ("Price REIT"), signed a definitive Agreement and Plan of Merger dated January 13, 1998, as amended March 5, 1998 and May 14, 1998, (the "Merger Agreement"). On June 19, 1998, upon approval by the shareholders of the Company and the shareholders of Price REIT, Price REIT was merged into Merger Sub, whereupon the separate existence of Price REIT ceased (the "Merger"). For financial reporting purposes, the Merger was accounted for using the purchase method of accounting. Prior to the Merger, Price REIT was a self-administered and self-managed equity REIT that was focused on the acquisition, development, management and redevelopment of large community shopping center properties concentrated in the western part of the United States. In connection with the Merger, the Company acquired interests in 43 properties, consisting of 39 retail community centers, one stand-alone retail warehouse, one project under development and two undeveloped land parcels, located in 17 states containing approximately 8.0 million square feet of GLA. The overall occupancy rate of the retail community centers was 98%. In connection with the Merger, holders of Price REIT common stock received one share of Kimco common stock and 0.36 shares of Kimco Class D Depositary Shares ("the Class D Depositary Shares"), each Class D Depositary Share representing a one-tenth fractional interest in a new issue of Kimco 7.5% Cumulative Convertible Preferred Stock, par value $1.00 per share (the "Class D Preferred Stock"), for each share of Price REIT common stock. On June 19, 1998, the Company issued 11,921,992 shares of its common stock and 429,159 shares of Class D Preferred Stock (represented by 4,291,590 Class D Depositary Shares) in connection with the Merger. Additionally, in connection with the Merger, the Company issued 65,000 shares of a new issue of Kimco Class E Floating Rate Cumulative Preferred Stock, par value $1.00 per share ((the "Class E Preferred Stock"), represented by 650,000 Class E Depositary Shares, (the "Class E Depositary Shares")), each Class E Depositary Share representing a one-tenth fractional interest in the Class E Preferred Stock. The Class E Preferred Stock was redeemable at the option of the Company for 150 days after its issuance at a price equal to the liquidation preference of $1,000 per share plus accrued and unpaid dividends. The Company exercised its option in November 1998 to redeem all of the Class E Preferred Stock for $65.065 million representing the liquidation preference of $65 million and approximately $65,000 of accrued dividends. 50 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued The total Merger consideration was approximately $960.0 million, including the assumption of approximately $310.0 million of debt. Management has allocated the purchase price based on the fair value of assets and liabilities assumed. 4. Investment and Advances in Kimco Income REIT ("KIR"): During 1998, the Company formed KIR, an entity in which the Company held a 99.99% limited partnership interest. KIR was established for the purpose of investing in high quality real estate properties financed primarily with individual non-recourse mortgages. These properties include, but are not limited to, fully developed properties with strong, stable cash flows from credit-worthy retailers with long-term leases. The Company believes these type of properties are more appropriately financed with greater leverage than the Company traditionally uses. During April 1999, the Company entered into an agreement whereby an institutional investor purchased a significant interest in KIR. Under the terms of the agreement, the agreed equity value for the properties previously contributed by the Company to KIR was approximately $107.0 million and the Company agreed to contribute an additional $10.0 million for a total investment of $117.0 million. During August 1999, KIR admitted three additional limited partners. The limited partners other than the Company subscribed for a total of $152.0 million in KIR. As a result of these transactions, the Company had a 43.3% non-controlling limited partnership interest in KIR as of December 31, 1999, and accounts for its investment in KIR under the equity method of accounting. During 2000, all unfunded subscriptions related to the initial commitments were contributed. During August 2000, KIR obtained additional subscriptions aggregating $300.0 million from the existing limited partners, of which the Company subscribed for an additional $130.0 million. As of December 31, 2000, the Company had contributed $19.5 million of such subscriptions and KIR had unfunded capital commitments of $255.0 million. The Company maintained its 43.3% non-controlling limited partnership interest in KIR as of December 31, 2000. The Company's equity in income from KIR for the year ended December 31, 2000 and for the period April 28, 1999 to December 31, 1999 was approximately $9.5 million and $6.0 million, respectively. In addition, KIR entered into a master management agreement with the Company, whereby the Company will perform services for fees relating to the management, leasing, operation, supervision and maintenance of the joint venture properties. For the year ended December 31, 2000 and for the period April 28, 1999 through December 31, 1999, the Company earned management fees of approximately $2.0 million and $0.9 million, respectively, reimbursement of administrative fees of approximately $1.4 million and $0.5 million, respectively, and leasing commissions of approximately $0.1 million and $0.1 million, respectively. During the year ended December 31, 2000, KIR purchased 24 shopping center properties, in separate transactions, aggregating 3.8 million square feet of GLA for approximately $421.0 million, including the assumption of approximately $152.0 million of mortgage debt. During the period April 28, 1999 through December 31, 1999, KIR purchased ten shopping center properties, aggregating 2.2 million square feet of GLA for approximately $218.3 million including the assumption of approximately $36.1 million of mortgage debt. Four of these properties were purchased from the Company for an aggregate purchase price of $70.1 million. During 2000, KIR obtained individual non-recourse, non-cross collateralized ten-year fixed-rate first mortgages aggregating $137.3 million on 12 of its properties, with interest rates ranging from 7.97% to 8.36% per annum. During 1999, KIR obtained individual non-recourse, non-cross collateralized ten-year fixed-rate first mortgages aggregating $52.6 million on four of its properties, with interest rates ranging from 7.57% to 7.72% per annum. The net proceeds were used to finance the acquisition of various shopping center properties. 51 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued During November 2000, KIR established a two year $100.0 million secured revolving credit facility with a group of banks which is scheduled to expire in November 2002. This facility is collateralized by the unfunded subscriptions of certain partners, including those of the Company. Under the terms of the facility, funds may be borrowed for general corporate purposes including funding the acquisition of institutional quality properties. Borrowings under the facility accrue interest at LIBOR plus .80%. A fee of 0.15% per annum is payable quarterly in arrears on the unused portion of the facility. As of December 31, 2000, there was $58.0 million outstanding under this facility. As of December 31, 2000, the KIR portfolio was comprised of 53 shopping center properties totaling approximately 9.2 million square feet of GLA. Summarized financial information for the recurring operations of KIR is as follows (in millions): December 31, 2000 December 31, 1999 ----------------- ----------------- Assets: Real estate, net $ 985.6 $569.4 Other assets 43.5 32.3 -------- ------ $1,029.1 $601.7 ======== ====== Liabilities and Partners' Capital: Notes payable $ 58.0 $ - Mortgages payable 623.3 338.9 Other liabilities 15.9 7.9 Minority interest 10.8 .3 Partners' capital 321.1 254.6 -------- ------ $1,029.1 $601.7 ======== ====== For the period For the year ended April 28, 1999 to December 31, 2000 December 31, 1999 ------------------ ----------------- Revenues from rental property $86.5 $39.9 ----- ----- Operating expenses (18.9) (8.7) Mortgage interest (31.0) (14.5) Depreciation and amortization (14.1) (6.6) Other, net .4 .6 ----- ----- (63.6) (29.2) ----- ----- Net income $22.9 $10.7 ===== ===== 5. Investments and Advances in Other Real Estate Joint Ventures: The Company and its subsidiaries have investments in and advances to various other 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. During 1999, the Company invested approximately $4.9 million in a partnership which is developing an office and retail center in Dover, DE and separately, through a partnership investment, the Company invested approximately $5.7 million in a joint venture which acquired a parcel of land in Henderson, NV for the development of a retail shopping center. The Company has a 50% interest in each of these partnerships. 52 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued During 1998, in connection with the Merger, the Company acquired two additional joint venture interests. The Company also invested approximately $19.0 million in a partnership which has acquired and leased-back 11 automotive dealerships and invested approximately $3.6 million in a partnership which acquired a shopping center for approximately $34.0 million, including mortgage debt of approximately $27.0 million. The Company has a 50% interest in each of these partnerships. Summarized financial information for the recurring operations of these real estate joint ventures is as follows (in millions): December 31, ------------------------------------- 2000 1999 --------------- --------------- Assets: Real estate, net $235.7 $248.4 Other assets 19.3 20.4 ------ ------ $255.0 $268.8 ====== ====== Liabilities and Partners' Capital: Mortgages payable $175.3 $173.2 Other liabilities 23.9 27.1 Partners' capital 55.8 68.5 ------ ------ $255.0 $268.8 ====== ====== Year Ended December 31, ----------------------- 2000 1999 1998 ------ ------ ------ Revenues from rental property $48.4 $45.7 $26.8 ----- ----- ----- Operating expenses (16.1) (15.9) (9.7) Mortgage interest (13.8) (10.8) (6.2) Depreciation and amortization (5.7) (5.0) (2.9) Other, net .2 .3 .1 ----- ----- ----- (35.4) (31.4) (18.7) ----- ----- ----- Net income $13.0 $14.3 $8.1 ===== ===== ===== Other liabilities in the accompanying Consolidated Balance Sheets include accounts with certain real estate joint ventures totaling approximately $4.8 million and $5.4 million at December 31, 2000 and 1999, 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 generally accepted accounting principles. 6. 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 substantially 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, 2000 and 1999 was approximately $4.0 million and $4.1 million, respectively. These amounts represent sublease revenues during the years ended December 31, 2000 and 1999 of approximately $19.0 million and $20.3 million, respectively, less related expenses of $13.6 million and $14.7 million, respectively, and an amount, which in management's estimate, reasonably provides for the recovery of the investment over a period representing the expected remaining term of the retail store leases. The Company's future minimum revenues under the terms of all noncancellable 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): 2001, $15.2 and $11.2; 2002, $14.3 and $10.2; 2003, $13.2 and $8.7; 2004, $10.0 and $6.3; 2005, $7.5 and $4.5 and thereafter, $12.5 and $4.1, respectively. 7. 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) includes tenants' security deposits, escrowed funds and other restricted deposits approximating $0.1 million at December 31, 2000 and 1999. 53 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates its risks by investing in or through major financial institutions. Recoverability of investments is dependent upon the performance of the issuers. 8. Notes Payable: The Company has implemented a medium-term notes ("MTN") program pursuant to which it may, from time to time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs, and (ii) managing the Company's debt maturities. During October 2000, the Company issued an aggregate $100.0 million of senior fixed rate MTNs under its MTN program. These issuances consisted of (i) a $50.0 million MTN which matures in November 2005 and bears interest at 7.68% per annum, and (ii) a $50.0 million MTN which matures in November 2007 and bears interest at 7.86% per annum. Interest on these notes is payable semi-annually in arrears. The proceeds from these MTN issuances were used to repay a $100.0 million senior note that bore interest at 7.25% and matured in November 2000. During October and December 1999, the Company issued an aggregate $100.0 million of senior fixed-rate MTN's (the "October and December MTNs") under its MTN program. The October and December MTNs mature in October 2004 and December 2007, respectively, and bear interest at 7.62% and 7.90% per annum, respectively. Interest on these notes is payable semi-annually in arrears. As of December 31, 2000, a total principal amount of $490.25 million, in senior fixed-rate MTNs had been issued under the MTN program primarily 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 of the Company. These fixed-rate notes had maturities ranging from five to twelve years at the time of issuance and bear interest at rates ranging from 6.70% to 7.91%. Interest on these fixed-rate senior unsecured notes is payable semi-annually in arrears. During August 2000, the Company issued $110.0 million of floating rate MTNs under its MTN program. These floating rate MTNs were priced at 99.7661% of par, mature in August 2002, and bear interest at LIBOR plus .25%. Interest on these MTNs is payable quarterly in arrears. As of November 2000, the Company entered into an interest rate swap agreement for the term of these MTNs, which effectively fixed the interest rate at 6.865% per annum. The proceeds from this MTN issuance were used to (i) repay a $60.0 million MTN that matured in August 2000 and bore interest at LIBOR plus .15% per annum and (ii) to prepay a $52.0 million term loan that matured in November 2000 and bore interest at LIBOR plus .70% per annum. During February 1999, the Company issued $130.0 million of 6.875% fixed-rate Senior Notes due 2009. Interest on the notes is payable semi-annually in arrears. The notes were sold at 99.85% of par value. Net proceeds from the issuance totaling approximately $128.9 million, after related transaction costs of approximately $0.9 million, were used, in part, to repay $100.0 million floating-rate senior notes that matured during February 1999 and for general corporate purposes. As of December 31, 2000, the Company had outstanding $100.0 million of remarketed reset notes. The remarketed reset notes mature in August 2008 and bore interest at the initial issuance in August 1998 at a floating rate of LIBOR plus .30% per annum. After an initial period of one year, the interest rate spread applicable to each subsequent period is determined pursuant to a remarketing agreement between the Company and a financial institution. The interest rate resets quarterly and is payable quarterly in arrears. During August 2000 and 1999, the Company remarketed the notes for a one-year period at Libor plus .65% per annum during each period. As of December 31, 2000, the Company had outstanding $105.0 million of fixed-rate unsecured senior notes consisting of: (i) $50.0 million which mature in June 2004 and bear interest at 7.125% and (ii) $55.0 million which mature November 2006 and bear interest at 7.50%. These notes were assumed in connection with the Price REIT merger and interest on these notes is payable semi-annually in arrears. 54 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued As of December 31, 2000, the Company had $100.0 million in 6.50% fixed-rate unsecured Senior Notes due 2003. Interest on these senior unsecured notes is paid semi-annually in arrears. In accordance with the terms of the Indenture, as amended, pursuant to which the Company's senior, unsecured notes have been issued, the Company is (a) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels, and (b) restricted from paying dividends in amounts that exceed by more than $26 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. During August 2000, the Company established a $250.0 million, unsecured revolving credit agreement with a group of banks which is scheduled to expire in August 2003. This credit facility, which replaced the Company's $215.0 million unsecured revolving credit facility has made available funds for general corporate purposes, including the funding of property acquisitions, development and redevelopment costs. Interest on borrowings accrues at a spread (currently .55%) to LIBOR or money-market rates, as applicable, which fluctuates in accordance with changes in the Company's senior debt ratings. As part of this Credit Facility, the Company has a competitive bid option where the Company may auction up to $100.0 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 to LIBOR of .55%. A facility fee of .15% per annum is payable quarterly in arrears. Pursuant to the terms of the agreement, the Company, among other things, is (a) subject to maintaining certain maximum leverage ratios on both unsecured senior corporate and secured debt, a minimum debt service coverage ratio and minimum unencumbered asset and equity levels, and (b) restricted from paying dividends in amounts that exceed 90% of funds from operations, as defined, plus 10% of the Company's stockholders' equity determined in accordance with generally accepted accounting principles. As of December 31, 2000, there was $45.0 million outstanding under this facility. The scheduled maturities of all unsecured senior notes payable as of December 31, 2000 are approximately as follows (in millions): 2002, $110.0; 2003, $145.0; 2004, $100.0; 2005, $200.25 and thereafter, $525.0. 9. Mortgages Payable: During 2000, the Company obtained individual non-recourse, fixed-rate mortgage financing on five Kmart anchored shopping centers, providing aggregate proceeds to the Company of approximately $44.2 million. These ten-year loans mature in 2010 and have effective interest rates ranging from 7.91% to 8.15% per annum. During 1999, the Company obtained individual non-recourse, fixed-rate mortgage financing aggregating approximately $28.7 million on five of its properties. The mortgages bear interest at rates ranging from 7.00% to 8.25% per annum and mature at various dates through 2009. During 1998, the Company obtained mortgage financing aggregating approximately $272.3 million on 20 of its properties. These individual mortgages were non-recourse, non-cross collateralized, ten year fixed-rate first mortgages, bearing interest at a weighted average rate of 6.585% per annum over the term of the loans. The proceeds from the mortgages were used primarily for the acquisition of neighborhood and community shopping centers. During April 1999, mortgages encumbering 19 of these properties totaling approximately $252.4 million were deconsolidated in connection with the sale of a controlling interest in KIR (See Note 4). Also during 1998, the Company, through an affiliated entity, obtained mortgage financing of approximately $9.0 million on two other properties. These ten-year fixed-rate mortgages, which are cross-collateralized, bear interest at 7.00% per annum for the term of the loans. 55 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 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 2023. Interest rates range from approximately 6.57% to 9.50% (weighted average interest rate of 7.91% as of December 31, 2000). The scheduled maturities of all mortgages payable as of December 31, 2000, are approximately as follows (in millions): 2001, $4.6; 2002, $7.6; 2004, $9.0; 2005, $15.2 and thereafter, $209.0. Three of the Company's properties are encumbered by approximately $12.1 million in floating-rate, tax-exempt mortgage bond financing. The rates on the bonds are reset annually, at which time bondholders have the right to require the Company to repurchase the bonds. The Company has engaged a remarketing agent for the purpose of offering for resale those bonds that are tendered to the Company. All bonds tendered for redemption in the past have been remarketed and the Company has arrangements, including letters of credit, with banks to both collateralize the principal amount and accrued interest on such bonds and to fund any repurchase obligations. 10. Extraordinary Items: During 1998, the Company prepaid certain mortgage loans resulting in extraordinary charges of approximately $4.9 million, or, on a per-basic share and diluted share basis, $0.10 and $0.09, respectively, representing the premiums paid and other costs written-off in connection with the early satisfaction of these mortgage loans. 11. KC Holdings, Inc.: To facilitate the Company's November 1991 initial public stock offering (the "IPO"), 46 shopping center properties and certain other assets, together with indebtedness related thereto, were transferred to subsidiaries of KC Holdings, Inc. ("KC Holdings"), a newly-formed corporation that is owned by the stockholders of the Company prior to the IPO. The Company was granted ten-year, fixed-price acquisition options to reacquire the real estate assets owned by KC Holdings' subsidiaries, subject to any liabilities outstanding with respect to such assets at the time of an option exercise. As of December 31, 2000, KC Holdings' subsidiaries had conveyed 29 shopping centers back to the Company and had disposed of ten additional centers in transactions with third parties. The members of the Company's Board of Directors who are not also shareholders of KC Holdings unanimously approved the purchase of each of the 29 shopping centers that have been reacquired by the Company from KC Holdings. The Company manages three of KC Holdings seven remaining shopping center properties pursuant to a management agreement (See Note 15). 12. 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 (including discounted cash flow analyses with regard to fixed rate debt) considered appropriate, reasonably approximate their fair values. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of the Company's financial instruments. 13. Preferred and Common Stock Transactions: During May 2000, the Company repurchased from an officer and director of the Company 100,217 depositary shares of its Class D Preferred Stock at a price of $25.00 per depositary share, totaling approximately $2.5 million. During June 2000, the Company issued 285,148 shares of common stock at $40.7625 per share in connection with the exercise of its option to acquire two shopping center properties from KC Holdings (See Note 15). 56 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued During August 2000, the Company completed a primary public stock offering of 1,800,000 shares of common stock priced at $42.50 per share. The net proceeds from this sale of common stock, totaling approximately $72.4 million (after related transaction costs of $4.1 million) were used for general corporate purposes, including (i) the investment of additional equity capital in KIR (see Note 4), and (ii) the development, redevelopment and expansion of properties in the Company's portfolio. During July 1999, the Company issued 401,646 shares of common stock at $39.00 per share in connection with the exercise of its option to acquire 13 shopping center properties from KC Holdings (See Note 15). During December 1999, the Company purchased and retired 160,000 shares of its common stock at a price of $31.75 per share, totaling approximately $5.1 million. The Company did not have a share repurchase program but acquired the shares when it received an unsolicited offer to buy them from an institutional investor. At December 31, 2000, the Company had outstanding 3,000,000 Depositary Shares (the "Class A Depositary Shares"), each such Class A Depositary Share representing a one-tenth fractional interest of a share of the Company's 7-3/4% Class A Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Class A Preferred Stock"), 2,000,000 Depositary Shares (the "Class B Depositary Shares"), each such Class B Depositary Share representing a one-tenth fractional interest of a share of the Company's 8-1/2% Class B Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Class B Preferred Stock"), 4,000,000 Depositary Shares ("the Class C Depositary Shares"), each such Class C Depositary Share representing a one-tenth fractional interest of a share of the Company's 8-3/8% Class C Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Class C Preferred Stock"), 4,182,542 Depositary Shares (the "Class D Depositary Shares"), each such Class D Depositary Share representing a one-tenth fractional interest of a share of the Company's 7-1/2% Cumulative Convertible Preferred Stock, par value $1.00 per share (the "Class D Preferred Stock"). Dividends on the Class A Depositary Shares are cumulative and payable quarterly in arrears at the rate of 7-3/4% per annum based on the $25.00 per share initial offering price, or $1.9375 per depositary share. The Class A Depositary Shares are redeemable, in whole or in part, for cash on or after September 23, 1998 at the option of the Company, at a redemption price of $25 per depositary share, plus any accrued and unpaid dividends thereon. The Class A Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The Class A Preferred Stock (represented by the Class A Depositary Shares outstanding) ranks pari passu with the Company's Class B Preferred Stock, Class C Preferred Stock and Class D Preferred Stock as to voting rights, priority for receiving dividends and liquidation preferences as set forth below. Dividends on the Class B Depositary Shares are cumulative and payable quarterly in arrears at the rate of 8-1/2% per annum based on the $25.00 per share initial offering price, or $2.125 per depositary share. The Class B Depositary Shares are redeemable, in whole or in part, for cash on or after July 15, 2000 at the option of the Company at a redemption price of $25.00 per depositary share, plus any accrued and unpaid dividends thereon. The redemption price of the Class B Preferred Stock may be paid solely from the sale proceeds of other capital stock of the Company, which may include other classes or series of preferred stock. The Class B Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The Class B Preferred Stock (represented by the Class B Depositary Shares outstanding) ranks pari passu with the Company's Class A Preferred Stock, Class C Preferred Stock and Class D Preferred Stock as to voting rights, priority for receiving dividends and liquidation preferences as set forth below. 57 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued Dividends on the Class C Depositary Shares are cumulative and payable quarterly in arrears at the rate of 8-3/8% per annum based on the $25.00 per share initial offering price, or $2.0938 per depositary share. The Class C Depositary Shares are redeemable, in whole or in part, for cash on or after April 15, 2001 at the option of the Company at a redemption price of $25.00 per depositary share, plus any accrued and unpaid dividends thereon. The redemption price of the Class C Preferred Stock may be paid solely from the sale proceeds of other capital stock of the Company, which may include other classes or series of preferred stock. The Class C Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The Class C Preferred Stock (represented by the Class C Depositary Shares outstanding) ranks pari passu with the Company's Class A Preferred Stock, Class B Preferred Stock and Class D Preferred Stock as to voting rights, priority for receiving dividends and liquidation preferences as set forth below. Dividends on the Class D Depositary Shares are cumulative and payable at the rate per depositary share equal to the greater of (i) 7-1/2% per annum based upon a $25.00 per share initial value or $1.875 per share or (ii) the cash dividend on the shares of the Company's common stock into which a Class D Depositary Share is convertible plus $0.0275 per quarter. The Class D Depositary Shares are convertible into the Company's common stock at a conversion price of $40.25 per share of common stock at any time by the holder and may be redeemed by the Company at the conversion price in shares of the Company's common stock at any time after June 19, 2001 if, for any 20 trading days within any period of 30 consecutive trading days, including the last day of such period, the average closing price per share of the Company's common stock exceeds 120% of the conversion price or $48.30 per share, subject to certain adjustments. The Class D Preferred Stock (represented by the Class D Depositary Shares outstanding) ranks pari passu with the Company's Class A Preferred Stock, Class B Preferred Stock and Class C Preferred Stock as to voting rights, priority for receiving dividends and liquidation preferences as set forth below. Voting Rights - As to any matter on which the Class A Preferred Stock, Class B Preferred Stock, Class C Preferred Stock and Class D Preferred Stock (collectively, the "Preferred Stock") may vote, including any action by written consent, each share of Preferred Stock shall be entitled to 10 votes, each of which 10 votes may be directed separately by the holder thereof. With respect to each share of Preferred Stock, the holder thereof may designate up to 10 proxies, with each such proxy having the right to vote a whole number of votes (totaling 10 votes per share of Preferred Stock). As a result, each Class A, each Class B, each Class C and each Class D 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, the 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 $250.00 per share ($25.00 per Class A, Class B, Class C and Class D Depositary Share, respectively), 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. 14. Dispositions of Real Estate: During the year ended December 31, 2000, the Company, in separate transactions, disposed of ten shopping center properties. Sale prices from two of these dispositions aggregated approximately $4.5 million which approximated their aggregate net book value. Sale prices from eight of these dispositions aggregated approximately $29.7 million which resulted in net gains of approximately $4.0 million. In addition, during 2000, the Company disposed of various land parcels, in separate transactions, for aggregate proceeds of approximately $5.6 million. During the year ended December 31, 1999, the Company disposed of six shopping center properties and a land parcel. Cash proceeds from four of these dispositions aggregated approximately $6.1 million, which approximated their aggregate net book value. 58 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued During July 1999, the Company disposed of a shopping center property in New Port Richey, FL. Cash proceeds from the disposition totaling $0.5 million, together with an additional $5.5 million cash investment, were used to acquire an exchange shopping center property located in Greensboro, NC during September 1999. The sale of this property resulted in a gain of approximately $0.3 million. During October 1999, the Company, in separate transactions, disposed of a shopping center property and a land parcel for an aggregate sale price of approximately $4.5 million, which resulted in a gain of approximately $1.3 million. 15. 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. The Consolidated Statements of Income include management fee income from KC Holdings of approximately $0.1 million, $0.4 million and $0.6 million for the years ended December 31, 2000, 1999 and 1998, respectively. In June 2000, the Company exercised its option to acquire two shopping center properties from KC Holdings. The properties were acquired for an aggregate option price of approximately $12.2 million, paid approximately $11.6 million in shares of the Company's common stock (valued at $40.7625 per share at June 1, 2000) and $0.6 million through the assumption of mortgage debt encumbering one of the properties. During July 1999, the Company exercised its option to acquire 13 shopping center properties from KC Holdings. The properties were acquired for an aggregate option price of approximately $39.8 million, paid $15.7 million in shares of the Company's common stock (valued at $39.00 per share at July 1, 1999) and $24.1 million through the assumption of mortgage debt encumbering the properties. Reference is made to Notes 4, 5, 11 and 13 for additional information regarding transactions with related parties. 16. Commitments and Contingencies: The Company and its subsidiaries are primarily engaged in the operation of shopping centers which are either owned or held under long-term leases which expire at various dates through 2087. 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 approximately 99%, 98% and 98% of total revenues from rental property for each of the three years ended December 31, 2000, 1999 and 1998, respectively. The future minimum revenues from rental property under the terms of all noncancellable tenant leases, assuming no new or renegotiated leases are executed for such premises, for future years are approximately as follows (in millions): 2001, $366.6; 2002, $348.4; 2003, $320.9; 2004, $297.5; 2005, $270.5 and thereafter, $2,132.3. Minimum rental payments under the terms of all noncancellable operating leases pertaining to its shopping center portfolio for future years are approximately as follows (in millions): 2001, $13.9; 2002, $13.8; 2003, $12.7; 2004, $12.0; 2005, $10.9 and thereafter, $156.8. 59 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 17. Incentive Plans: The Company maintains a stock option plan (the "Plan") pursuant to which a maximum 6,000,000 shares of the Company's common stock may be issued for qualified and non-qualified options. Options granted under the Plan generally vest ratably over a three-year term, expire ten years from the date of grant and are exercisable at the market price on the date of grant, unless otherwise determined by the Board in its sole discretion. In addition, the Plan provides for the granting of certain options 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. Information with respect to stock options under the Plan for the years ended December 31, 2000, 1999 and 1998 is as follows: Weighted Average Exercise Price Shares Per Share ------ --------- Options outstanding, December 31, 1997 1,895,096 $25.37 Exercised (150,766) $20.99 Granted 1,023,500 $37.32 --------- Options outstanding, December 31, 1998 2,767,830 $30.03 Exercised (320,781) $27.54 Granted 799,050 $32.33 --------- Options outstanding, December 31, 1999 3,246,099 $30.84 Exercised (193,404) $25.54 Granted 898,425 $40.63 Forfeited (258,583) $28.60 --------- Options outstanding, December 31, 2000 3,692,537 $33.66 ========= Options exercisable - December 31, 1998 1,326,224 $24.13 ========= ====== December 31, 1999 1,605,886 $27.24 ========= ====== December 31, 2000 1,947,825 $30.20 ========= ====== The exercise prices for options outstanding as of December 31, 2000 range from $13.33 to $42.53 per share. The weighted average remaining contractual life for options outstanding as of December 31, 2000 was approximately 7.6 years. Options to purchase 608,695, 1,507,120 and 2,306,170 shares of the Company's common stock were available for issuance under the Plan at December 31, 2000, 1999 and 1998, respectively. The Company has elected to adopt the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation". Accordingly, no compensation cost has been recognized with regard to options granted under the Plan in the accompanying Consolidated Statements of Income. If stock-based compensation costs had been recognized based on the estimated fair values at the dates of grant for options awarded during 2000, 1999 and 1998 net income and net income per common share for these calendar years would have been reduced by approximately $2.2 million or $0.04 per diluted share, $1.7 million, or $0.03 per diluted share and $1.4 million, or $0.03 per diluted share, respectively. These pro forma adjustments to net income and net income per diluted common share assume fair values of each option grant estimated using the Black-Scholes option pricing formula. The more significant assumptions underlying the determination of such fair values for options granted during 2000, 1999 and 1998 include: (i) weighted average risk-free interest rates of 5.69%, 6.30% and 5.07%, respectively; (ii) weighted average expected option lives of 4.4 years, 5.4 years and 5.6 years, respectively; (iii) an expected volatility of 15.82%, 15.91% and 15.76%, respectively, and (iv) an expected dividend yield of 6.95%, 7.30% and 6.40%, respectively. The per share weighted average fair value at the dates of grant for options awarded during 2000, 1999 and 1998 was $3.07, $2.53 and $2.86, respectively. 60 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 a maximum 10% 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, is fully vested and funded as of December 31, 2000. Company contributions to the plan were approximately $0.6 million, $0.4 million and $0.3 million for the years ended December 31, 2000, 1999 and 1998, respectively. 18. Supplemental Financial Information: The following represents the results of operations, expressed in thousands except per share amounts, for each quarter during years 2000 and 1999. 2000 (Unaudited) --------------------------------------------------------------------- Mar. 31 June 30 Sept. 30 Dec. 31 ------- ------- -------- ------- Revenues from rental property $112,356 $114,867 $115,726 $116,458 Net income $48,709 $50,946 $51,512 $53,858 Net income per common share: Basic $.69 $.73 $.72 $.75 Diluted $.69 $.72 $.71 $.74 1999 (Unaudited) ------------------------------------------------------------------- Mar. 31 June 30 Sept. 30 Dec. 31 ------- ------- -------- ------- Revenues from rental property $112,876 $106,072 $106,044 $108,888 Net income $39,488 $42,441 $45,614 $49,235 Net income per common share: Basic $.55 $.59 $.64 $.70 Diluted $.54 $.59 $.64 $.70 Interest paid during years 2000, 1999 and 1998 approximated $89.9 million, $80.0 million and $60.7 million, respectively. Accounts and notes receivable in the accompanying Consolidated Balance Sheets are net of estimated unrecoverable amounts of approximately $4.0 million and $3.8 million at December 31, 2000 and 1999, respectively. 19. Pro Forma Financial Information (Unaudited): As discussed in Notes 2 and 14, the Company and certain of its subsidiaries acquired and disposed of interests in shopping center properties during 2000. 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, 2000 and 1999, adjusted to give effect to these transactions as of January 1, 1999. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred on January 1, 1999, nor does it purport to represent the results of operations for future periods. (Amounts presented in millions, except per share figures.) Years ended December 31, 2000 1999 ---- ---- Revenues from rental property $458.3 $440.5 Net income $201.6 $182.6 Net income per common share: Basic $2.83 $2.57 ===== ===== Diluted $2.80 $2.55 ===== ===== 61 KIMCO REALTY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued 20. Subsequent Events: During March 2001, the Company, through a joint venture (the "Ward Venture") in which the Company has a 50% interest, acquired asset designation rights for substantially all of the real estate property interests of the bankrupt estate of Montgomery Ward LLC and its affiliates. These asset designation rights will enable the Ward Venture to direct the ultimate disposition of the 315 fee and leasehold interests held by the bankrupt estate. The Ward Venture acquired the asset designation rights for an initial purchase price of $60.5 million, however, the price may ultimately exceed $435.5 million under the terms of the designation rights agreement. The asset designation rights expire in February 2002 for the leasehold positions and December 2004 for the fee owned locations. During the marketing period, the Ward Venture will be responsible for all carrying costs associated with the properties until the site is designated to a user. 62 KIMCO REALTY CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS For Years Ended December 31, 2000, 1999 and 1998 (in thousands) Balance at Adjustments to Beginning of Charged to valuation Balance at end Period expenses accounts Deductions of period ---------------------------------------------------------------------------------------- Year Ended December 31, 2000 Allowance for uncollectable accounts $3,750 $2,650 $ - ($2,400) $4,000 ---------------------------------------------------------------------------------------- Year Ended December 31, 1999 Allowance for uncollectable accounts $3,150 $3,650 $350 ($3,400) $3,750 ======================================================================================== Year Ended December 31, 1998 Allowance for uncollectable accounts $1,800 $2,050 $1,300 ($2,000) $3,150 ======================================================================================== 63 KIMCO REALTY CORPORATION AND SUBSIDIARIES REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2000 INITIAL COST BUILDING AND SUBSEQUENT PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND --------- ------------ -------------- ---------- HOOVER 279,106 7,735,873 - 279,106 CASA PALOMA SHOPPING CENTER 4,111,061 - 17,028,800 4,111,061 KIMCO MESA 679, INC. AZ 2,915,000 11,686,291 388,564 2,915,000 METRO SQUARE 4,101,017 16,410,632 452,006 4,101,017 PEORIA CROSSING 7,212,588 - 194,772 7,212,588 HAYDEN PLAZA NORTH 2,015,726 4,126,509 4,983,587 2,015,726 PHOENIX, COSTCO 5,324,501 21,269,943 176,056 5,324,501 PHOENIX 2,450,341 9,802,046 105,331 2,450,341 ALHAMBRA, COSTCO 4,995,639 19,982,557 - 4,995,639 MADISON PLAZA 5,874,396 23,476,190 16,333 5,874,396 CHULA VISTA, COSTCO 6,460,743 25,863,153 1,409,635 6,460,743 CORONA HILLS, COSTCO 3,360,965 53,373,453 339,231 13,360,965 LA MIRADA THEATRE CENTER 8,816,741 35,259,965 5,800 8,816,741 THE CENTRE 3,403,724 13,625,899 - 3,403,724 SANTA ANA, HOME DEPOT 4,592,364 18,345,257 - 4,592,364 SANTEE TOWN CENTER 2,252,812 9,012,256 763,037 2,252,812 VILLAGE ON THE PARK 2,194,463 8,885,987 (31,543) 2,194,463 AURORA QUINCY 1,148,317 4,608,249 107,971 1,148,317 AURORA EAST BANK 1,500,568 6,180,103 97,864 1,500,568 SPRING CREEK COLORADO 1,423,260 5,718,813 11,939 1,423,260 DENVER WEST 38TH STREET 161,167 646,983 - 161,167 ENGLEWOOD PHAR MOR 805,837 3,232,650 2,800 805,837 FORT COLLINS 1,253,497 7,625,278 - 1,253,497 HERITAGE WEST 1,526,576 6,124,074 79,252 1,526,576 WEST FARM SHOPPING CENTER 5,805,969 23,348,024 62,312 5,805,969 N.HAVEN, HOME DEPOT 7,704,968 30,797,640 59,287 7,704,968 WATERBURY 2,253,078 9,017,012 70,956 2,253,078 ELSMERE - 3,185,642 - - ALTAMONTE SPRINGS 770,893 3,083,574 - 770,893 BOCA RATON 573,875 2,295,501 970,306 573,875 BRADENTON 125,000 299,253 323,963 125,000 BAYSHORE GARDENS, BRADENTON FL 2,901,000 11,738,955 166,636 2,901,000 CORAL SPRINGS 710,000 2,842,907 3,139,840 710,000 CORAL SPRINGS 1,649,000 6,626,301 67,683 1,649,000 EAST ORLANDO 491,676 1,440,000 2,590,760 1,007,882 FERN PARK 225,000 902,000 2,362,617 225,000 REGENCY PLAZA 2,410,000 9,671,160 122,937 2,410,000 KISSIMMEE 1,328,536 5,296,652 1,552,471 1,328,536 LARGO 293,686 792,119 1,211,503 293,686 LEESBURG - 171,636 141,685 - LARGO EAST BAY 2,832,296 11,329,185 792,283 2,832,296 LAUDERHILL 1,002,733 2,602,415 9,135,669 1,774,443 LAUDERDALE LAKES 342,420 2,416,645 2,332,388 342,420 MELBOURNE - 1,754,000 2,709,819 - GROVE GATE 365,893 1,049,172 1,139,954 365,893 NORTH MIAMI 732,914 4,080,460 10,497,615 732,914 MILLER ROAD 1,138,082 4,552,327 1,523,289 1,138,082 MARGATE 2,948,530 11,754,120 1,711,080 2,948,530 MELBOURNE 715,844 2,878,374 351,895 715,844 MT. DORA 1,011,000 4,062,890 23,004 1,011,000 ORLANDO 923,956 3,646,904 1,871,649 1,172,119 ST. PETERSBURG - 917,360 660,115 - RENAISSANCE CENTER 9,104,379 36,540,873 209,368 9,104,379 SAND LAKE 3,092,706 12,370,824 910,761 3,092,706 ORLANDO 560,800 2,268,112 1,987,990 580,030 OCALA 1,980,000 7,927,484 595,120 1,980,000 POMPANO BEACH 97,169 874,442 1,318,149 97,169 PALATKA 130,844 556,658 960,149 130,844 TUTTLE BEE SARASOTA 254,961 828,465 1,635,355 254,961 BUILDINGS AND ACCUMULATED PROPERTIES IMPROVEMENTS TOTAL DEPRECIATION ------------- ---------- ------------ HOOVER 7,735,873 8,014,979 198,529 CASA PALOMA SHOPPING CENTER 17,028,800 21,139,861 - KIMCO MESA 679, INC. AZ 12,074,855 14,989,855 828,377 METRO SQUARE 16,862,638 20,963,655 1,052,010 PEORIA CROSSING 194,772 7,407,361 - HAYDEN PLAZA NORTH 9,110,096 11,125,822 191,318 PHOENIX, COSTCO 21,445,999 26,770,500 1,370,353 PHOENIX 9,907,377 12,357,718 795,834 ALHAMBRA, COSTCO 19,982,557 24,978,196 1,294,636 MADISON PLAZA 23,492,523 29,366,919 1,508,618 CHULA VISTA, COSTCO 27,272,788 33,733,531 1,671,739 CORONA HILLS, COSTCO 53,712,684 67,073,649 3,413,799 LA MIRADA THEATRE CENTER 35,265,765 44,082,506 2,263,892 THE CENTRE 13,625,899 17,029,623 392,742 SANTA ANA, HOME DEPOT 18,345,257 22,937,621 1,169,139 SANTEE TOWN CENTER 9,775,293 12,028,105 462,115 VILLAGE ON THE PARK 8,854,444 11,048,907 662,690 AURORA QUINCY 4,716,220 5,864,537 347,258 AURORA EAST BANK 6,277,967 7,778,535 459,925 SPRING CREEK COLORADO 5,730,752 7,154,012 427,416 DENVER WEST 38TH STREET 646,983 808,150 48,363 ENGLEWOOD PHAR MOR 3,235,450 4,041,287 241,658 FORT COLLINS 7,625,278 8,878,775 162,933 HERITAGE WEST 6,203,326 7,729,902 459,972 WEST FARM SHOPPING CENTER 23,410,336 29,216,305 1,444,881 N.HAVEN, HOME DEPOT 30,856,927 38,561,895 1,955,763 WATERBURY 9,087,968 11,341,046 1,666,327 ELSMERE 3,185,642 3,185,642 2,340,955 ALTAMONTE SPRINGS 3,083,574 3,854,467 395,330 BOCA RATON 3,265,807 3,839,682 711,728 BRADENTON 623,216 748,216 350,428 BAYSHORE GARDENS, BRADENTON FL 11,905,591 14,806,591 773,929 CORAL SPRINGS 5,982,747 6,692,747 678,177 CORAL SPRINGS 6,693,984 8,342,984 524,210 EAST ORLANDO 3,514,554 4,522,436 1,651,478 FERN PARK 3,264,617 3,489,617 1,277,771 REGENCY PLAZA 9,794,097 12,204,097 247,604 KISSIMMEE 6,849,123 8,177,659 766,810 LARGO 2,003,622 2,297,308 1,562,698 LEESBURG 313,321 313,321 204,011 LARGO EAST BAY 12,121,468 14,953,764 2,939,001 LAUDERHILL 10,966,374 12,740,817 4,483,812 LAUDERDALE LAKES 4,749,033 5,091,453 3,262,306 MELBOURNE 4,463,819 4,463,819 1,847,665 GROVE GATE 2,189,126 2,555,019 1,306,610 NORTH MIAMI 14,578,075 15,310,989 3,890,585 MILLER ROAD 6,075,616 7,213,698 3,711,025 MARGATE 13,465,200 16,413,730 2,330,910 MELBOURNE 3,230,269 3,946,113 523,334 MT. DORA 4,085,894 5,096,894 321,212 ORLANDO 5,270,390 6,442,509 812,649 ST. PETERSBURG 1,577,475 1,577,475 608,025 RENAISSANCE CENTER 36,750,241 45,854,620 2,272,995 SAND LAKE 13,281,585 16,374,291 2,190,354 ORLANDO 4,236,872 4,816,902 366,779 OCALA 8,522,604 10,502,604 750,563 POMPANO BEACH 2,192,591 2,289,760 1,165,078 PALATKA 1,516,807 1,647,651 751,449 TUTTLE BEE SARASOTA 2,463,820 2,718,781 1,399,967 SCHEDULE III TOTAL COST, DATE OF NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION ENCUMBRANCES ACQUISITION(A) ------------------ ------------ --------------- HOOVER 7,816,450 - 1999(A) CASA PALOMA SHOPPING CENTER 21,139,861 - 1999(C) KIMCO MESA 679, INC. AZ 14,161,477 - 1998(A) METRO SQUARE 19,911,645 - 1998(A) PEORIA CROSSING 7,407,361 - 2000(C) HAYDEN PLAZA NORTH 10,934,504 - 1998(A) PHOENIX, COSTCO 25,400,147 - 1998(A) PHOENIX 11,561,884 7,837,058 1997(A) ALHAMBRA, COSTCO 23,683,560 - 1998(A) MADISON PLAZA 27,858,301 - 1998(A) CHULA VISTA, COSTCO 32,061,792 - 1998(A) CORONA HILLS, COSTCO 63,659,850 - 1998(A) LA MIRADA THEATRE CENTER 41,818,614 - 1998(A) THE CENTRE 16,636,881 8,183,372 1999(A) SANTA ANA, HOME DEPOT 21,768,482 - 1998(A) SANTEE TOWN CENTER 11,565,989 - 1998(A) VILLAGE ON THE PARK 10,386,218 - 1998(A) AURORA QUINCY 5,517,279 2,648,212 1998(A) AURORA EAST BANK 7,318,611 - 1998(A) SPRING CREEK COLORADO 6,726,597 - 1998(A) DENVER WEST 38TH STREET 759,787 - 1998(A) ENGLEWOOD PHAR MOR 3,799,629 1,299,238 1998(A) FORT COLLINS 8,715,841 3,108,370 2000(A) HERITAGE WEST 7,269,930 - 1998(A) WEST FARM SHOPPING CENTER 27,771,424 13,930,375 1998(A) N.HAVEN, HOME DEPOT 36,606,133 - 1998(A) WATERBURY 9,674,719 - 1993(A) ELSMERE 844,687 - 1979(C) ALTAMONTE SPRINGS 3,459,137 - 1995(A) BOCA RATON 3,127,954 - 1992(A) BRADENTON 397,788 - 1968(C) BAYSHORE GARDENS, BRADENTON FL 14,032,662 - 1998(A) CORAL SPRINGS 6,014,570 - 1994(A) CORAL SPRINGS 7,818,774 - 1997(A) EAST ORLANDO 2,870,958 - 1971(C) FERN PARK 2,211,846 - 1968(C) REGENCY PLAZA 11,956,494 8,963,779 1999(A) KISSIMMEE 7,410,849 - 1996(A) LARGO 734,611 - 1968(C) LEESBURG 109,309 - 1969(C) LARGO EAST BAY 12,014,763 - 1992(A) LAUDERHILL 8,257,005 - 1974(C) LAUDERDALE LAKES 1,829,147 - 1968(C) MELBOURNE 2,616,154 - 1968(C) GROVE GATE 1,248,409 - 1968(C) NORTH MIAMI 11,420,404 - 1985(A) MILLER ROAD 3,502,673 - 1986(A) MARGATE 14,082,820 - 1993(A) MELBOURNE 3,422,779 - 1994(A) MT. DORA 4,775,682 - 1997(A) ORLANDO 5,629,860 - 1995(A) ST. PETERSBURG 969,449 - 1968(C) RENAISSANCE CENTER 43,581,625 - 1998(A) SAND LAKE 14,183,937 - 1994(A) ORLANDO 4,450,123 - 1996(A) OCALA 9,752,040 - 1997(A) POMPANO BEACH 1,124,682 - 1968(C) PALATKA 896,202 - 1970(C) TUTTLE BEE SARASOTA 1,318,814 - 1970(C) 64 INITIAL COST BUILDING AND SUBSEQUENT PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND --------- ------------ -------------- ---------- SOUTH EAST SARASOTA 1,283,400 5,133,544 1,552,349 1,440,264 SANFORD 3,406,565 13,648,041 1,600,450 3,406,565 STUART 2,109,677 8,415,323 358,292 2,109,677 SOUTH MIAMI 1,280,440 5,133,825 2,327,737 1,280,440 TALLAHASSEE - 2,431,659 - - TAMPA 2,820,000 11,283,189 837,144 2,820,000 VILLAGE COMMONS S.C. 2,192,331 8,774,158 100,285 2,192,331 WEST PALM BEACH 550,896 2,298,964 398,193 550,896 THE SHOPS AT WEST MELBOURNE 2,200,000 8,829,541 38,320 2,200,000 JONESBORO RD. &I-285 468,118 1,872,473 53,114 468,118 AUGUSTA 1,482,564 5,928,122 98,790 1,482,564 MACON 262,700 1,487,860 1,772,182 349,326 SAVANNAH 2,052,270 8,232,978 327,564 2,052,270 SAVANNAH 652,255 2,616,522 184,023 652,255 CLIVE 500,525 2,002,101 - 500,525 SOUTHDALE SHOPPING CENTER 1,720,330 6,916,294 736,528 1,720,330 DES MOINES 500,525 2,559,019 37,079 500,525 DUBUQUE - 2,152,476 - - WATERLOO 500,525 2,002,101 - 500,525 ADDISON - 753,343 1,115,267 - ALTON, BELTLINE HWY 329,532 1,987,981 59,934 329,532 AURORA, N. LAKE 2,059,908 9,531,721 - 2,059,908 KRC ARLINGTON HEIGHT 1,983,517 9,178,272 - 1,983,517 ADDISON, IL 2,837,548 13,128,480 - 2,837,548 BLOOMINGTON 805,521 2,222,353 2,579,854 805,521 BELLEVILLE, WESTFIELD PLAZA - 5,372,253 - - BRADLEY 500,422 2,001,687 - 500,422 KRC BRIDGEVIEW - - 491,565 - CALUMET CITY 1,479,217 8,815,760 21,730 1,479,217 CHICAGO, S. PULASKI RD. 1,611,612 8,252,282 24,437 1,614,319 COUNTRYSIDE - 4,770,671 35,625 - CARBONDALE - 500,000 - - CHICAGO 2,577,473 3,716,745 33,214 2,577,473 CHICAGO - 2,687,046 48,916 - JOLIET - - 109,865 - CHAMPAIGN, NEIL ST. 230,519 1,285,460 49,327 230,519 ELSTON 1,010,375 5,692,211 - 1,010,375 S. CICERO - 1,541,560 149,203 - CRYSTAL LAKE, NW HWY 179,964 1,025,811 120,240 180,269 KRC PETERSON AVE 2,215,960 10,253,981 - 2,215,960 DOWNERS PARK PLAZA 2,510,455 10,164,494 181,550 2,510,455 DOWNER GROVE 811,778 4,322,956 1,584,007 811,778 ELGIN 842,555 2,108,674 1,458,722 842,555 ELGIN, AIRPORT RD. 2,728,647 12,624,998 - 2,728,647 FOREST PARK - 2,335,884 - - FAIRVIEW HTS, BELLVILLE RD. - 11,866,880 89,973 - GENEVA 500,422 12,917,712 - 500,422 MATTERSON 950,515 6,292,319 21,585 950,515 MT. PROSPECT 1,017,345 6,572,176 1,217,808 1,017,345 MUNDELIEN, S. LAKE 1,127,720 5,826,129 1,914 1,129,634 NORRIDGE - 2,918,315 - - NAPERVILLE 669,483 4,464,998 - 669,483 NILES - 2,217,231 134,809 - OTTAWA 137,775 784,269 303,414 137,775 ORLAND PARK, S. HARLEM 476,972 2,764,775 864,354 476,972 OAK LAWN 1,530,111 8,776,631 86,885 1,530,111 OAKBROOK TERRACE 1,527,188 8,679,108 - 1,527,188 PEORIA - 5,081,290 1,315,822 - PLAZA AT ROCKFORD, IL - 83,158 - - SPRINGFIELD, MACARTHUR - 131,091 - - SKOKIE - 2,276,360 7,007,395 2,628,440 KRC STREAMWOOD 181,962 1,057,740 181,885 181,962 WOODGROVE FESTIVAL 5,049,149 20,822,993 1,252,380 5,049,149 WAUKEGAN, BELVIDERE 203,427 1,161,847 37,012 203,772 BUILDINGS AND ACCUMULATED PROPERTIES IMPROVEMENTS TOTAL DEPRECIATION ------------- ---------- ------------ SOUTH EAST SARASOTA 6,529,029 7,969,293 1,931,073 SANFORD 15,248,491 18,655,056 5,100,437 STUART 8,773,615 10,883,292 1,413,743 SOUTH MIAMI 7,461,562 8,742,002 892,628 TALLAHASSEE 2,431,659 2,431,659 - TAMPA 12,120,333 14,940,333 1,132,385 VILLAGE COMMONS S.C. 8,874,443 11,066,774 449,709 WEST PALM BEACH 2,697,157 3,248,053 307,756 THE SHOPS AT WEST MELBOURNE 8,867,861 11,067,861 640,886 JONESBORO RD. &I-285 1,925,587 2,393,705 671,542 AUGUSTA 6,026,912 7,509,476 768,675 MACON 3,173,416 3,522,742 1,424,098 SAVANNAH 8,560,542 10,612,812 1,589,521 SAVANNAH 2,800,545 3,452,800 362,479 CLIVE 2,002,101 2,502,626 252,402 SOUTHDALE SHOPPING CENTER 7,652,821 9,373,151 308,777 DES MOINES 2,596,098 3,096,623 308,773 DUBUQUE 2,152,476 2,152,476 174,790 WATERLOO 2,002,101 2,502,626 252,402 ADDISON 1,868,610 1,868,610 1,103,692 ALTON, BELTLINE HWY 2,047,915 2,377,447 494,930 AURORA, N. LAKE 9,531,721 11,591,629 589,405 KRC ARLINGTON HEIGHT 9,178,272 11,161,789 567,544 ADDISON, IL 13,128,480 15,966,028 811,865 BLOOMINGTON 4,802,207 5,607,728 1,772,966 BELLEVILLE, WESTFIELD PLAZA 5,372,253 5,372,253 332,763 BRADLEY 2,001,687 2,502,109 278,168 KRC BRIDGEVIEW 491,565 491,565 9,212 CALUMET CITY 8,837,490 10,316,707 648,558 CHICAGO, S. PULASKI RD. 8,274,012 9,888,331 506,198 COUNTRYSIDE 4,806,296 4,806,296 355,002 CARBONDALE 500,000 500,000 25,641 CHICAGO 3,749,959 6,327,431 285,292 CHICAGO 2,735,962 2,735,962 215,654 JOLIET 109,865 109,865 - CHAMPAIGN, NEIL ST. 1,334,787 1,565,306 60,960 ELSTON 5,692,211 6,702,586 352,398 S. CICERO 1,690,763 1,690,763 139,409 CRYSTAL LAKE, NW HWY 1,145,746 1,326,015 62,344 KRC PETERSON AVE 10,253,981 12,469,941 634,077 DOWNERS PARK PLAZA 10,346,044 12,856,499 493,508 DOWNER GROVE 5,906,963 6,718,741 342,000 ELGIN 3,567,396 4,409,951 1,667,967 ELGIN, AIRPORT RD. 12,624,998 15,353,645 780,725 FOREST PARK 2,335,884 2,335,884 194,439 FAIRVIEW HTS, BELLVILLE RD. 11,956,853 11,956,853 734,983 GENEVA 12,917,712 13,418,134 926,801 MATTERSON 6,313,904 7,264,419 444,302 MT. PROSPECT 7,789,984 8,807,329 468,079 MUNDELIEN, S. LAKE 5,826,129 6,955,763 359,800 NORRIDGE 2,918,315 2,918,315 237,194 NAPERVILLE 4,464,998 5,134,481 312,630 NILES 2,352,040 2,352,040 196,420 OTTAWA 1,087,683 1,225,458 972,599 ORLAND PARK, S. HARLEM 3,629,129 4,106,101 138,139 OAK LAWN 8,863,516 10,393,627 656,769 OAKBROOK TERRACE 8,679,108 10,206,296 662,110 PEORIA 6,397,112 6,397,112 410,092 PLAZA AT ROCKFORD, IL 83,158 83,158 4,976 SPRINGFIELD, MACARTHUR 131,091 131,091 7,792 SKOKIE 6,655,315 9,283,755 468 KRC STREAMWOOD 1,239,625 1,421,587 54,686 WOODGROVE FESTIVAL 22,075,373 27,124,522 1,311,789 WAUKEGAN, BELVIDERE 1,198,514 1,402,286 54,544 TOTAL COST, DATE OF NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION ENCUMBRANCES ACQUISITION(A) ------------------ ------------ --------------- SOUTH EAST SARASOTA 6,038,220 - 1989(A) SANFORD 13,554,619 - 1989(A) STUART 9,469,549 - 1994(A) SOUTH MIAMI 7,849,374 - 1995(A) TALLAHASSEE 2,431,659 - 2000(C) TAMPA 13,807,947 - 1997(A) VILLAGE COMMONS S.C. 10,617,065 - 1998(A) WEST PALM BEACH 2,940,297 - 1995(A) THE SHOPS AT WEST MELBOURNE 10,426,975 - 1998(A) JONESBORO RD. &I-285 1,722,163 - 1988(A) AUGUSTA 6,740,801 - 1995(A) MACON 2,098,644 - 1969(C) SAVANNAH 9,023,291 - 1993(A) SAVANNAH 3,090,320 - 1995(A) CLIVE 2,250,224 - 1996(A) SOUTHDALE SHOPPING CENTER 9,064,374 5,398,888 1999(A) DES MOINES 2,787,850 - 1996(A) DUBUQUE 1,977,686 - 1997(A) WATERLOO 2,250,224 - 1996(A) ADDISON 764,918 - 1968(C) ALTON, BELTLINE HWY 1,882,518 - 1998(A) AURORA, N. LAKE 11,002,224 6,944,267 1998(A) KRC ARLINGTON HEIGHT 10,594,245 - 1998(A) ADDISON, IL 15,154,163 - 1998(A) BLOOMINGTON 3,834,762 - 1972(C) BELLEVILLE, WESTFIELD PLAZA 5,039,490 - 1998(A) BRADLEY 2,223,941 - 1996(A) KRC BRIDGEVIEW 482,353 - 1998(A) CALUMET CITY 9,668,149 - 1997(A) CHICAGO, S. PULASKI RD. 9,382,133 - 1998(A) COUNTRYSIDE 4,451,294 - 1997(A) CARBONDALE 474,359 - 1997(A) CHICAGO 6,042,139 9,515,125 1997(A) CHICAGO 2,520,308 - 1997(A) JOLIET 109,865 - 1997(A) CHAMPAIGN, NEIL ST. 1,504,346 - 1998(A) ELSTON 6,350,188 - 1997(A) S. CICERO 1,551,354 - 1997(A) CRYSTAL LAKE, NW HWY 1,263,671 - 1998(A) KRC PETERSON AVE 11,835,864 7,875,815 1998(A) DOWNERS PARK PLAZA 12,362,991 - 1999(A) DOWNER GROVE 6,376,741 - 1997(A) ELGIN 2,741,984 - 1972(C) ELGIN, AIRPORT RD. 14,572,920 - 1998(A) FOREST PARK 2,141,445 - 1997(A) FAIRVIEW HTS, BELLVILLE RD. 11,221,870 - 1998(A) GENEVA 12,491,333 9,797,450 1996(A) MATTERSON 6,820,117 - 1997(A) MT. PROSPECT 8,339,250 - 1997(A) MUNDELIEN, S. LAKE 6,595,963 - 1998(A) NORRIDGE 2,681,121 - 1997(A) NAPERVILLE 4,821,851 - 1997(A) NILES 2,155,620 - 1997(A) OTTAWA 252,859 - 1970(C) ORLAND PARK, S. HARLEM 3,967,962 - 1998(A) OAK LAWN 9,736,858 - 1997(A) OAKBROOK TERRACE 9,544,186 - 1997(A) PEORIA 5,987,019 - 1997(A) PLAZA AT ROCKFORD, IL 78,182 - 1998(A) SPRINGFIELD, MACARTHUR 123,299 - 1998(A) SKOKIE 9,283,287 - 1997(A) KRC STREAMWOOD 1,366,900 - 1998(A) WOODGROVE FESTIVAL 25,812,733 - 1998(A) WAUKEGAN, BELVIDERE 1,347,743 - 1998(A) 65 INITIAL COST BUILDING AND SUBSEQUENT PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND --------- ------------ -------------- ---------- PLAZA EAST 1,236,149 4,944,597 2,206,400 1,236,149 PLAZA WEST 808,435 3,210,187 617,809 808,435 FELBRAM 72,971 302,579 414,574 72,971 GREENWOOD 423,371 1,883,421 1,363,732 423,371 GRIFFITH - 2,495,820 (19,188) - INDIANAPOLIS 447,600 3,607,193 2,148,983 447,600 LAFAYETTE 230,402 1,305,943 156,924 230,402 LAFAYETTE 812,810 3,252,269 953,535 812,810 KIMCO LAFAYETTE MARKET PLACE 4,184,000 16,752,165 10,374 4,184,000 MERRILLVILLE - 1,965,694 74,450 - KRC MISHAWAKA 895 378,088 1,999,079 642 378,730 SOUTH BEND, S. HIGH ST. 183,463 1,070,401 196,858 183,463 OVERLAND PARK, MELCALF 1,183,911 6,335,308 132,624 1,185,906 ROELAND PARK - 5,120,323 1,539,372 296,000 SHAWNEE, KANSAS - 405,770 - - BELLEVUE 405,217 1,743,573 101,153 405,217 LEXINGTON 1,675,031 6,848,209 4,952,755 1,675,031 PADUCAH MALL, KY - 1,047,281 (123,196) - BATON ROUGE 3,813,873 15,260,609 595,817 3,813,873 KIMCO HOUMA 274, LLC 1,980,000 7,945,784 - 1,980,000 LAFAYETTE 2,115,000 8,508,218 8,270,174 3,678,274 GREAT BARRINGTON 642,170 2,547,830 7,192,859 1,427,963 LEOMINSTER 3,732,508 6,754,092 32,338,948 4,933,640 GAITHERSBURG 244,890 6,787,534 107,680 244,890 GLEN BURNIE - 1,000,000 - - HAGERSTOWN 541,389 2,165,555 1,038,280 541,389 LAUREL 349,562 1,398,250 812,715 349,562 LAUREL 274,580 1,100,968 - 274,580 LARGO/LANDOVER 982,266 27,223,105 - 982,266 WHITE MARSH, COSTCO 3,517,018 14,049,542 6,913 3,517,018 CLAWSON 1,624,771 6,578,142 2,321,243 1,624,771 WHITE LAKE 2,300,050 9,249,607 1,104,416 2,300,050 FARMINGTON 1,098,426 4,525,723 1,972,156 1,098,426 FLINT 984,338 8,053,218 74,795 984,338 LIVONIA 178,785 925,818 630,242 178,785 MUSKEGON 391,500 958,500 752,926 391,500 TAYLOR 1,451,397 5,806,263 59,406 1,451,397 WALKER 3,682,478 14,730,060 1,727,101 3,682,478 BRIDGETON - 2,196,834 - - CREVE COEUR, WOODCREST 1,044,598 5,475,623 588,262 1,046,371 CRYSTAL CITY, MI - 234,378 - - CAPE GIRARDEAU - 2,242,469 - - HAZELWOOD, MO - - 274,258 - INDEPENDENCE, NOLAND DR. 1,728,367 8,951,101 27,912 1,731,300 JENNINGS 257,782 1,031,128 1,264,324 257,782 NORTH POINT SHOPPING CENTER 1,935,380 7,800,746 112,922 1,935,380 KRIKWOOD - 9,704,005 213,563 - KANSAS CITY, STATE AVE. 1,692,301 8,763,689 2,872 1,695,173 KANSAS CITY 574,777 2,971,191 221,335 574,777 LEMAY 125,879 503,510 187,384 125,879 GRAVOIS 1,032,416 4,455,514 902,961 1,032,416 SPRINGFIELD 2,745,595 10,985,778 3,936,995 2,904,022 KRC ST. CHARLES - 550,204 - - ST. LOUIS, CHRISTY BLVD. 809,087 4,430,514 859,185 809,087 OVERLAND - 4,928,677 138,127 - ST. LOUIS - 5,756,736 194,712 - ST. LOUIS - 2,766,644 - - ST. PETERS 1,182,194 7,423,459 36,206 1,182,194 MAPLEWOOD 604,803 4,619,578 161,796 604,803 SPRINGFIELD,GLENSTONE AVE. - 608,793 1,075,342 - ST. CHARLES-UNDEVELOPED LAND 431,960 - 729,205 431,960 KANSAS CITY 775,025 5,046,021 - 775,025 CHARLOTTE 919,251 3,570,981 1,019,447 919,251 CHARLOTTE 1,783,400 7,139,131 113,883 1,783,400 BUILDINGS AND ACCUMULATED PROPERTIES IMPROVEMENTS TOTAL DEPRECIATION ------------- ---------- ------------ PLAZA EAST 7,150,997 8,387,146 758,989 PLAZA WEST 3,827,996 4,636,431 380,704 FELBRAM 717,153 790,124 451,545 GREENWOOD 3,247,153 3,670,524 1,522,773 GRIFFITH 2,476,632 2,476,632 191,002 INDIANAPOLIS 5,756,176 6,203,776 3,029,395 LAFAYETTE 1,462,867 1,693,269 990,521 LAFAYETTE 4,205,804 5,018,614 373,177 KIMCO LAFAYETTE MARKET PLACE 16,762,538 20,946,538 1,071,610 MERRILLVILLE 2,040,144 2,040,144 171,086 KRC MISHAWAKA 895 1,999,079 2,377,809 122,977 SOUTH BEND, S. HIGH ST. 1,267,259 1,450,722 52,597 OVERLAND PARK, MELCALF 6,465,937 7,651,843 348,375 ROELAND PARK 6,363,695 6,659,695 473,196 SHAWNEE, KANSAS 405,770 405,770 23,755 BELLEVUE 1,844,726 2,249,943 1,478,628 LEXINGTON 11,800,964 13,475,995 1,920,961 PADUCAH MALL, KY 924,085 924,085 72,646 BATON ROUGE 15,856,426 19,670,298 1,207,240 KIMCO HOUMA 274, LLC 7,945,784 9,925,784 237,518 LAFAYETTE 15,215,118 18,893,392 964,875 GREAT BARRINGTON 8,954,896 10,382,859 821,001 LEOMINSTER 37,891,908 42,825,548 11,598,374 GAITHERSBURG 6,895,214 7,140,104 176,800 GLEN BURNIE 1,000,000 1,000,000 - HAGERSTOWN 3,203,835 3,745,224 1,684,026 LAUREL 2,210,965 2,560,527 424,484 LAUREL 1,100,968 1,375,548 754,501 LARGO/LANDOVER 27,223,105 28,205,372 698,028 WHITE MARSH, COSTCO 14,056,455 17,573,473 893,256 CLAWSON 8,899,385 10,524,156 1,381,309 WHITE LAKE 10,354,023 12,654,073 1,108,617 FARMINGTON 6,497,879 7,596,305 966,874 FLINT 8,139,928 9,124,266 2,691,357 LIVONIA 1,556,060 1,734,845 521,154 MUSKEGON 1,711,426 2,102,926 1,100,960 TAYLOR 5,865,669 7,317,066 1,070,025 WALKER 16,457,161 20,139,639 2,720,317 BRIDGETON 2,196,834 2,196,834 183,100 CREVE COEUR, WOODCREST 6,062,112 7,108,483 352,365 CRYSTAL CITY, MI 234,378 234,378 13,082 CAPE GIRARDEAU 2,242,469 2,242,469 175,034 HAZELWOOD, MO 274,258 274,258 6,182 INDEPENDENCE, NOLAND DR. 8,976,080 10,707,380 552,558 JENNINGS 2,295,452 2,553,234 280,968 NORTH POINT SHOPPING CENTER 7,913,668 9,849,048 414,139 KRIKWOOD 9,917,568 9,917,568 600,898 KANSAS CITY, STATE AVE. 8,763,689 10,458,862 540,996 KANSAS CITY 3,192,526 3,767,303 242,178 LEMAY 690,894 816,773 437,295 GRAVOIS 5,358,475 6,390,891 3,627,617 SPRINGFIELD 14,764,346 17,668,368 1,906,104 KRC ST. CHARLES 550,204 550,204 28,216 ST. LOUIS, CHRISTY BLVD. 5,289,699 6,098,786 174,505 OVERLAND 5,066,804 5,066,804 427,413 ST. LOUIS 5,951,448 5,951,448 500,031 ST. LOUIS 2,766,644 2,766,644 223,912 ST. PETERS 7,459,665 8,641,859 567,544 MAPLEWOOD 4,781,374 5,386,177 341,322 SPRINGFIELD,GLENSTONE AVE. 1,684,135 1,684,135 38,232 ST. CHARLES-UNDEVELOPED LAND 729,205 1,161,165 - KANSAS CITY 5,046,021 5,821,046 382,913 CHARLOTTE 4,590,428 5,509,679 599,417 CHARLOTTE 7,253,014 9,036,414 1,343,217 TOTAL COST, DATE OF NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION ENCUMBRANCES ACQUISITION(A) ------------------ ------------ --------------- PLAZA EAST 7,628,157 - 1995(A) PLAZA WEST 4,255,726 - 1995(A) FELBRAM 338,579 - 1970(C) GREENWOOD 2,147,751 - 1970(C) GRIFFITH 2,285,630 - 1997(A) INDIANAPOLIS 3,174,380 - 1986(A) LAFAYETTE 702,748 - 1971(C) LAFAYETTE 4,645,437 - 1997(A) KIMCO LAFAYETTE MARKET PLACE 19,874,929 - 1998(A) MERRILLVILLE 1,869,058 - 1997(A) KRC MISHAWAKA 895 2,254,832 - 1998(A) SOUTH BEND, S. HIGH ST. 1,398,124 - 1998(A) OVERLAND PARK, MELCALF 7,303,467 - 1998(A) ROELAND PARK 6,186,499 - 1997(A) SHAWNEE, KANSAS 382,015 - 1997(A) BELLEVUE 771,315 - 1976(A) LEXINGTON 11,555,034 - 1993(A) PADUCAH MALL, KY 851,439 - 1998(A) BATON ROUGE 18,463,059 - 1997(A) KIMCO HOUMA 274, LLC 9,688,266 - 1999(A) LAFAYETTE 17,928,517 - 1997(A) GREAT BARRINGTON 9,561,858 - 1994(A) LEOMINSTER 31,227,174 - 1975(A) GAITHERSBURG 6,963,304 - 1999(A) GLEN BURNIE 1,000,000 - 2000(A) HAGERSTOWN 2,061,198 - 1973(C) LAUREL 2,136,043 - 1995(A) LAUREL 621,047 - 1972(C) LARGO/LANDOVER 27,507,343 - 1999(A) WHITE MARSH, COSTCO 16,680,217 - 1998(A) CLAWSON 9,142,847 - 1993(A) WHITE LAKE 11,545,456 - 1996(A) FARMINGTON 6,629,431 - 1993(A) FLINT 6,432,909 - 2000(A) LIVONIA 1,213,691 - 1968(C) MUSKEGON 1,001,966 - 1985(A) TAYLOR 6,247,041 - 1993(A) WALKER 17,419,322 - 1993(A) BRIDGETON 2,013,734 - 1997(A) CREVE COEUR, WOODCREST 6,756,118 - 1998(A) CRYSTAL CITY, MI 221,296 - 1997(A) CAPE GIRARDEAU 2,067,435 - 1997(A) HAZELWOOD, MO 268,076 - 1971(C) INDEPENDENCE, NOLAND DR. 10,154,823 - 1998(A) JENNINGS 2,272,266 - 1971(C) NORTH POINT SHOPPING CENTER 9,434,909 7,320,781 1998(A) KRIKWOOD 9,316,670 - 1998(A) KANSAS CITY, STATE AVE. 9,917,866 - 1998(A) KANSAS CITY 3,525,126 - 1997(A) LEMAY 379,478 - 1974(C) GRAVOIS 2,763,274 - 1972(C) SPRINGFIELD 15,762,264 - 1994(A) KRC ST. CHARLES 521,988 - 1998(A) ST. LOUIS, CHRISTY BLVD. 5,924,281 - 1998(A) OVERLAND 4,639,391 - 1997(A) ST. LOUIS 5,451,417 - 1997(A) ST. LOUIS 2,542,732 - 1997(A) ST. PETERS 8,074,315 - 1997(A) MAPLEWOOD 5,044,856 - 1997(A) SPRINGFIELD,GLENSTONE AVE. 1,645,903 - 1998(A) ST. CHARLES-UNDEVELOPED LAND 1,161,165 - 1998(A) KANSAS CITY 5,438,133 - 1997(A) CHARLOTTE 4,910,263 - 1995(A) CHARLOTTE 7,693,197 - 1993(A) 66 INITIAL COST BUILDING AND SUBSEQUENT PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND --------- ------------ -------------- ---------- TYVOLA RD. - 4,736,345 1,694,784 - KIMCO CARY 696, INC. 2,180,000 8,756,865 383,993 2,256,799 DURHAM 1,882,800 7,551,576 951,059 1,882,800 LANDMARK STATION S.C. 1,200,000 4,808,785 - 1,200,000 GASTONIA 2,467,696 9,870,785 510,596 2,467,696 RALEIGH 5,208,885 20,885,792 1,831,490 5,208,885 WINSTON-SALEM 540,667 719,655 3,784,485 540,667 ROCKINGHAM 2,660,915 10,643,660 9,997,780 2,660,915 BRIDEWATER NJ 14,306,306 27,571,970 8,616,320 14,306,306 CHERRY HILL 2,417,583 6,364,094 1,025,738 2,417,583 MARLTON PIKE - 4,318,534 - - CINNAMINSON 652,123 2,608,491 1,338,867 652,123 FRANKLIN TOWNE CENTER 4,903,113 19,608,193 31,592 4,903,113 NORTH BRUNSWICK 3,204,978 12,819,912 12,612,160 3,204,978 PISCATAWAY TOWN CENTER 3,851,839 15,410,851 27,827 3,851,839 RIDGEWOOD 450,000 2,106,566 91,802 450,000 WESTMONT 601,655 2,404,604 9,437,090 601,655 SYCAMORE PLAZA 1,404,443 5,613,270 500 1,404,443 PLAZA PASEO DEL-NORTE 4,653,197 18,633,584 196,851 4,653,197 JUAN TABO, ALBUQUERQUE 1,141,200 4,566,817 147,904 1,141,200 BRIDGEHAMPTON 1,811,752 3,107,232 22,064,863 1,811,752 CARLE PLACE 1,183,290 4,903,642 10,473,808 1,314,540 KING KULLEN PLAZA 5,968,082 23,243,404 29,555 5,968,082 HAMPTON BAYS 1,495,105 5,979,320 80,495 1,495,105 HENRIETTA 1,075,358 6,635,486 54,713 1,075,358 IRONDEQUOIT 213,617 546,101 1,004,064 213,617 MANHASSET VENTURE LLC 4,567,003 19,165,808 1,118,473 4,567,003 NANUET 798,932 2,361,900 1,473,214 798,932 PLAINVIEW 263,693 584,031 9,611,746 263,693 POUGHKEEPSIE 876,548 4,695,659 9,892,087 876,548 SYOSSET, NY 106,655 76,197 205,544 - STATEN ISLAND 2,280,000 9,027,951 4,248,102 2,280,000 STATEN ISLAND 2,940,000 11,811,964 166,917 2,940,000 WEST GATES 1,784,718 9,721,970 153,649 1,784,718 YONKERS 871,977 3,487,909 - 871,977 AKRON WATERLOO 437,277 1,912,222 1,918,038 437,277 WEST MARKET ST. 560,255 3,909,430 168,875 560,255 ROMIG ROAD 855,713 5,472,635 - 855,713 AKRON, OH - 2,491,079 - - BARBERTON 505,590 1,948,135 1,462,530 505,590 BRUNSWICK 771,765 6,058,560 333,433 771,765 BEAVERCREEK 635,228 3,024,722 2,604,781 635,228 MEMPHIS AVE 696,495 4,048,722 - 696,495 NORTHFIELD ROAD - 2,997,232 - - CANTON HILLS 500,980 2,020,274 1,114,224 500,980 CANTON 792,985 1,459,031 4,609,719 792,985 CAMBRIDGE - 1,848,195 832,182 473,060 MORSE RD. 835,386 2,097,600 2,587,666 835,386 HAMILTON RD. 856,178 2,195,520 3,559,083 856,178 OLENTANGY RIVER RD. 764,517 1,833,600 2,197,502 764,517 W. BROAD ST. 982,464 3,929,856 3,101,136 982,464 RIDGE ROAD 1,285,213 4,712,358 1,291,828 1,285,213 GLENWAY AVE 530,243 3,788,189 487,354 530,243 SPRINGDALE 3,205,653 14,619,732 4,717,730 3,205,653 EVERHARD RD 633,046 3,729,612 - 633,046 SOUTH HIGH ST. 602,421 2,737,004 - 602,421 CANTON, OH - 2,708,276 - - HIGHLAND RIDGE PLAZA 1,540,000 6,178,398 97,720 1,540,000 SHILOH SPRING RD. - 1,735,836 2,379,021 - OAKCREEK 1,245,870 4,339,637 4,015,052 1,245,870 SALEM AVE. 665,314 347,818 5,329,978 665,314 ELYRIA 781,728 3,126,912 52,741 781,728 KETTERING 1,190,496 4,761,984 635,571 1,190,496 KENT, OH 6,254 3,028,914 - 6,254 BUILDINGS AND ACCUMULATED PROPERTIES IMPROVEMENTS TOTAL DEPRECIATION ------------- ---------- ------------ TYVOLA RD. 6,431,129 6,431,129 3,551,039 KIMCO CARY 696, INC. 9,064,059 11,320,858 598,291 DURHAM 8,502,635 10,385,435 945,906 LANDMARK STATION S.C. 4,808,785 6,008,785 153,846 GASTONIA 10,381,381 12,849,077 2,891,364 RALEIGH 22,717,282 27,926,167 3,467,773 WINSTON-SALEM 4,504,140 5,044,807 1,395,894 ROCKINGHAM 20,641,440 23,302,355 2,376,955 BRIDEWATER NJ 36,188,290 50,494,596 1,893,509 CHERRY HILL 7,389,832 9,807,415 3,257,794 MARLTON PIKE 4,318,534 4,318,534 479,837 CINNAMINSON 3,947,358 4,599,481 147,616 FRANKLIN TOWNE CENTER 19,639,785 24,542,898 1,258,167 NORTH BRUNSWICK 25,432,072 28,637,050 3,059,452 PISCATAWAY TOWN CENTER 15,438,678 19,290,517 988,295 RIDGEWOOD 2,198,368 2,648,368 380,989 WESTMONT 11,841,694 12,443,349 980,897 SYCAMORE PLAZA 5,613,770 7,018,213 361,175 PLAZA PASEO DEL-NORTE 18,830,435 23,483,632 1,187,879 JUAN TABO, ALBUQUERQUE 4,714,721 5,855,921 282,861 BRIDGEHAMPTON 25,172,095 26,983,847 6,875,754 CARLE PLACE 15,246,200 16,560,740 1,342,121 KING KULLEN PLAZA 23,272,959 29,241,041 1,547,850 HAMPTON BAYS 6,059,815 7,554,920 2,130,130 HENRIETTA 6,690,199 7,765,557 1,529,065 IRONDEQUOIT 1,550,165 1,763,782 376,224 MANHASSET VENTURE LLC 20,284,281 24,851,284 500,100 NANUET 3,835,114 4,634,046 1,654,309 PLAINVIEW 10,195,777 10,459,470 2,216,622 POUGHKEEPSIE 14,587,746 15,464,294 3,656,031 SYOSSET, NY 281,741 281,741 114,542 STATEN ISLAND 13,276,053 15,556,053 3,939,435 STATEN ISLAND 11,978,881 14,918,881 910,291 WEST GATES 9,875,619 11,660,337 1,769,997 YONKERS 3,487,909 4,359,886 482,565 AKRON WATERLOO 3,830,260 4,267,537 1,549,656 WEST MARKET ST. 4,078,305 4,638,560 1,509,362 ROMIG ROAD 5,472,635 6,328,348 1,897,394 AKRON, OH 2,491,079 2,491,079 690,987 BARBERTON 3,410,665 3,916,255 1,526,340 BRUNSWICK 6,391,993 7,163,758 4,789,417 BEAVERCREEK 5,629,503 6,264,731 2,882,280 MEMPHIS AVE 4,048,722 4,745,218 1,479,754 NORTHFIELD ROAD 2,997,232 2,997,232 699,276 CANTON HILLS 3,134,498 3,635,478 404,233 CANTON 6,068,750 6,861,735 2,676,066 CAMBRIDGE 2,207,317 2,680,377 1,404,784 MORSE RD. 4,685,266 5,520,652 1,605,749 HAMILTON RD. 5,754,603 6,610,781 1,835,962 OLENTANGY RIVER RD. 4,031,102 4,795,619 1,716,112 W. BROAD ST. 7,030,992 8,013,456 2,105,092 RIDGE ROAD 6,004,186 7,289,399 1,352,642 GLENWAY AVE 4,275,543 4,805,786 1,478,793 SPRINGDALE 19,337,462 22,543,115 4,855,097 EVERHARD RD 3,729,612 4,362,658 1,249,622 SOUTH HIGH ST. 2,737,004 3,339,425 1,222,608 CANTON, OH 2,708,380 2,708,380 959,214 HIGHLAND RIDGE PLAZA 6,276,117 7,816,117 171,589 SHILOH SPRING RD. 4,114,857 4,114,857 2,751,921 OAKCREEK 8,354,689 9,600,559 3,291,216 SALEM AVE. 5,677,796 6,343,110 1,560,115 ELYRIA 3,179,653 3,961,381 1,216,315 KETTERING 5,397,555 6,588,051 1,930,286 KENT, OH 3,028,914 3,035,168 792,146 TOTAL COST, DATE OF NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION ENCUMBRANCES ACQUISITION(A) ------------------ ------------ --------------- TYVOLA RD. 2,880,090 - 1986(A) KIMCO CARY 696, INC. 10,722,567 - 1998(A) DURHAM 9,439,529 - 1996(A) LANDMARK STATION S.C. 5,854,939 - 1999(A) GASTONIA 9,957,714 - 1989(A) RALEIGH 24,458,394 - 1993(A) WINSTON-SALEM 3,648,913 - 1969(C) ROCKINGHAM 20,925,400 - 1994(A) BRIDEWATER NJ 48,601,088 - 1998(C) CHERRY HILL 6,549,621 4,425,000 1985(C) MARLTON PIKE 3,838,697 - 1996(A) CINNAMINSON 4,451,865 - 1996(A) FRANKLIN TOWNE CENTER 23,284,731 12,561,333 1998(A) NORTH BRUNSWICK 25,577,598 - 1994(A) PISCATAWAY TOWN CENTER 18,302,222 - 1998(A) RIDGEWOOD 2,267,379 - 1993(A) WESTMONT 11,462,452 - 1994(A) SYCAMORE PLAZA 6,657,038 1,784,668 1998(A) PLAZA PASEO DEL-NORTE 22,295,753 7,634,715 1998(A) JUAN TABO, ALBUQUERQUE 5,573,060 - 1998(A) BRIDGEHAMPTON 20,108,093 - 1972(C) CARLE PLACE 15,218,619 - 1993(A) KING KULLEN PLAZA 27,693,191 - 1998(A) HAMPTON BAYS 5,424,790 - 1989(A) HENRIETTA 6,236,492 - 1993(A) IRONDEQUOIT 1,387,558 - 1993(A) MANHASSET VENTURE LLC 24,351,184 - 1999(A) NANUET 2,979,737 - 1984(A) PLAINVIEW 8,242,849 - 1969(C) POUGHKEEPSIE 11,808,263 - 1972(C) SYOSSET, NY 167,199 - 1990(C) STATEN ISLAND 11,616,618 4,606,199 1989(A) STATEN ISLAND 14,008,590 4,655,774 1997(A) WEST GATES 9,890,340 - 1993(A) YONKERS 3,877,321 - 1998(A) AKRON WATERLOO 2,717,881 - 1975(C) WEST MARKET ST. 3,129,198 - 1999(A) ROMIG ROAD 4,430,954 - 1999(A) AKRON, OH 1,800,092 - 1999(A) BARBERTON 2,389,915 - 1972(C) BRUNSWICK 2,374,341 - 1975(C) BEAVERCREEK 3,382,451 - 1986(A) MEMPHIS AVE 3,265,464 - 1999(A) NORTHFIELD ROAD 2,297,955 - 1999(A) CANTON HILLS 3,231,245 - 1993(A) CANTON 4,185,669 - 1972(C) CAMBRIDGE 1,275,593 - 1973(C) MORSE RD. 3,914,903 - 1988(A) HAMILTON RD. 4,774,820 - 1988(A) OLENTANGY RIVER RD. 3,079,507 - 1988(A) W. BROAD ST. 5,908,364 - 1988(A) RIDGE ROAD 5,936,757 - 1992(A) GLENWAY AVE 3,326,993 - 1999(A) SPRINGDALE 17,688,019 - 1992(A) EVERHARD RD 3,113,036 - 1999(A) SOUTH HIGH ST. 2,116,817 - 1999(A) CANTON, OH 1,749,166 - 1999(A) HIGHLAND RIDGE PLAZA 7,644,528 - 1999(A) SHILOH SPRING RD. 1,362,936 - 1969(C) OAKCREEK 6,309,343 4,605,000 1984(A) SALEM AVE. 4,782,995 - 1988(A) ELYRIA 2,745,066 - 1988(A) KETTERING 4,657,765 - 1988(A) KENT, OH 2,243,022 - 1999(A) 67 INITIAL COST BUILDING AND SUBSEQUENT PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND --------- ------------ -------------- ---------- KENT 2,261,530 - - 2,261,530 LIMA 695,121 3,080,479 638,731 695,121 MENTOR 503,981 2,455,926 560,593 503,981 MIDDLEBURG HEIGHTS 639,542 3,783,096 - 639,542 MENTOR ERIE CMNS. 2,234,474 9,648,000 4,394,909 2,234,474 MALLWOODS CENTER 1,975,561 - 3,667,221 1,975,561 NORTH OLMSTED 626,818 3,712,045 - 626,818 SPRINGBORO PIKE 1,854,527 2,572,518 2,530,678 1,854,527 SPRINGFIELD 842,976 3,371,904 1,473,238 842,976 UPPER ARLINGTON 504,256 2,198,476 7,381,044 1,255,544 WHITEHALL 432,652 770,159 205,323 432,652 WICKLIFFE 610,991 2,471,965 1,269,488 610,991 CHARDON ROAD 481,167 5,947,751 - 481,167 WESTERVILLE 1,050,431 4,201,616 7,509,789 1,050,431 EDMOND 477,036 3,591,493 - 477,036 MIDWEST CITY 1,435,506 7,370,459 2,424 1,437,930 CENNTENIAL PLAZA 4,650,634 18,604,307 53,997 4,650,634 SOUTH SHIELDS, OKLAHOMA - 457,015 - - TULSA 500,950 2,002,508 - 500,950 TULSA - - 131,399 - CHIPPEWA 2,881,525 11,526,101 - 2,881,525 CARNEGIE - 3,298,908 17,747 - CENTER SQUARE 731,888 2,927,551 - 731,888 WEST MIFFLIN 475,815 1,903,231 700,469 475,815 EAST STROUDSBURG 1,050,000 2,372,628 968,507 1,050,000 EXTON 176,666 4,895,360 - 176,666 EXTON 731,888 2,927,551 - 731,888 EASTWICK 889,001 2,762,888 2,386,166 889,001 FEASTERVILLE 520,521 2,082,083 29,197 520,521 GETTYSBURG 74,626 671,630 101,519 74,626 SIMPSON FERRY 658,346 6,908,711 193,328 658,346 HAVERTOWN 731,888 2,927,551 - 731,888 OLMSTED 167,337 2,815,856 1,061,456 167,337 MIDDLETOWN 207,283 1,174,603 447,331 207,283 NORRISTOWN 686,134 2,664,535 3,255,327 774,084 NEW KENSINGTON 521,945 2,548,322 725,212 521,945 PENN HILLS - 1,737,289 - - PHILADELPHIA 731,888 2,927,551 - 731,888 GALLERY, PHILADELPHIA PA - - 258,931 - RICHBORO 788,761 3,155,044 10,757,553 976,439 SPRINGFIELD 919,998 4,981,589 2,524,720 919,998 UPPER ALLEN 445,743 1,782,972 196,055 445,743 UPPER DARBY 231,821 927,286 3,049,951 285,828 WEST MIFFLIN HILLS 636,366 3,199,729 6,983,473 636,366 WEST MIFFLIN 1,468,341 - - 1,468,341 WHITEHALL - 5,195,577 9,231 - EASTERN BLVD. 412,016 1,876,962 169,942 412,016 E. PROSPECT ST. 604,826 2,755,314 272,790 604,826 W. MARKET ST. 188,562 1,158,307 - 188,562 MARSHALL PLAZA, CRANSTON RI 1,886,600 7,575,302 175,885 1,886,600 AIKEN 183,901 1,087,979 43,200 183,901 CHARLESTON 730,164 3,132,092 4,404,712 730,164 CHARLESTON 1,744,430 6,986,094 2,356,795 1,744,430 FLORENCE 1,465,661 6,011,013 35,458 1,465,661 GREENVILLE 2,209,812 8,850,864 53,428 2,209,812 NORTH CHARLESTON 744,093 2,974,990 9,000 744,093 N. CHARLESTON 2,965,748 11,895,294 107,187 2,965,748 MADISON - 4,133,904 2,442,947 - TROLLEY STATION 3,303,682 13,218,740 - 3,303,682 MARKET PLACE AT RIVERGATE 2,574,635 10,339,449 367,533 2,574,635 RIVERGATE, TN 3,038,561 12,157,408 170,454 3,038,561 CENTER OF THE HILLS, TX 2,923,585 11,706,145 243,710 2,923,585 ARLINGTON 500,414 2,001,656 - 500,414 ARLINGTON 3,160,203 2,285,377 - 3,160,203 BUILDINGS AND ACCUMULATED PROPERTIES IMPROVEMENTS TOTAL DEPRECIATION ------------- ---------- ------------ KENT - 2,261,530 - LIMA 3,719,210 4,414,331 511,817 MENTOR 3,016,519 3,520,500 1,245,626 MIDDLEBURG HEIGHTS 3,783,096 4,422,637 1,303,951 MENTOR ERIE CMNS. 14,042,909 16,277,383 3,604,551 MALLWOODS CENTER 3,667,221 5,642,781 - NORTH OLMSTED 3,712,045 4,338,862 1,249,060 SPRINGBORO PIKE 5,103,196 6,957,723 2,476,975 SPRINGFIELD 4,845,142 5,688,118 1,334,718 UPPER ARLINGTON 8,828,232 10,083,776 4,091,434 WHITEHALL 975,482 1,408,134 813,901 WICKLIFFE 3,741,453 4,352,444 460,990 CHARDON ROAD 5,947,751 6,428,918 1,571,292 WESTERVILLE 11,711,405 12,761,836 2,571,798 EDMOND 3,591,493 4,068,529 265,877 MIDWEST CITY 7,370,459 8,808,389 470,734 CENNTENIAL PLAZA 18,658,304 23,308,938 1,195,751 SOUTH SHIELDS, OKLAHOMA 457,015 457,015 26,962 TULSA 2,002,508 2,503,458 252,638 TULSA 131,399 131,399 7,953 CHIPPEWA 11,526,101 14,407,626 270,913 CARNEGIE 3,316,655 3,316,655 85,042 CENTER SQUARE 2,927,551 3,659,439 325,284 WEST MIFFLIN 2,603,700 3,079,515 404,550 EAST STROUDSBURG 3,341,135 4,391,135 1,859,459 EXTON 4,895,360 5,072,026 125,522 EXTON 2,927,551 3,659,439 325,284 EASTWICK 5,149,054 6,038,055 149,683 FEASTERVILLE 2,111,280 2,631,801 215,045 GETTYSBURG 773,149 847,775 583,810 SIMPSON FERRY 7,102,039 7,760,384 2,156,009 HAVERTOWN 2,927,551 3,659,439 325,284 OLMSTED 3,877,312 4,044,649 2,805,130 MIDDLETOWN 1,621,934 1,829,217 932,287 NORRISTOWN 5,831,912 6,605,996 2,987,441 NEW KENSINGTON 3,273,534 3,795,479 2,318,007 PENN HILLS 1,737,289 1,737,289 1,282,282 PHILADELPHIA 2,927,551 3,659,439 325,284 GALLERY, PHILADELPHIA PA 258,931 258,931 2,692 RICHBORO 13,724,919 14,701,358 3,570,401 SPRINGFIELD 7,506,309 8,426,307 4,483,244 UPPER ALLEN 1,979,027 2,424,770 1,428,892 UPPER DARBY 3,923,230 4,209,058 144,948 WEST MIFFLIN HILLS 10,183,202 10,819,568 4,229,692 WEST MIFFLIN - 1,468,341 - WHITEHALL 5,204,808 5,204,808 577,287 EASTERN BLVD. 2,046,904 2,458,920 1,462,817 E. PROSPECT ST. 3,028,104 3,632,930 2,187,731 W. MARKET ST. 1,158,307 1,346,869 889,026 MARSHALL PLAZA, CRANSTON RI 7,751,187 9,637,787 549,866 AIKEN 1,131,179 1,315,080 405,620 CHARLESTON 7,536,804 8,266,968 1,764,942 CHARLESTON 9,342,889 11,087,319 1,081,963 FLORENCE 6,046,471 7,512,132 505,302 GREENVILLE 8,904,292 11,114,104 666,412 NORTH CHARLESTON 2,983,990 3,728,083 31,750 N. CHARLESTON 12,002,481 14,968,229 763,872 MADISON 6,576,851 6,576,851 3,624,661 TROLLEY STATION 13,218,740 16,522,422 762,399 MARKET PLACE AT RIVERGATE 10,706,982 13,281,617 639,205 RIVERGATE, TN 12,327,862 15,366,423 756,619 CENTER OF THE HILLS, TX 11,949,855 14,873,440 725,909 ARLINGTON 2,001,656 2,502,070 252,343 ARLINGTON 2,285,377 5,445,580 184,276 TOTAL COST, DATE OF NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION ENCUMBRANCES ACQUISITION(A) ------------------ ------------ --------------- KENT 2,261,530 - 1995(A) LIMA 3,902,515 - 1995(A) MENTOR 2,274,874 - 1987(A) MIDDLEBURG HEIGHTS 3,118,687 - 1999(A) MENTOR ERIE CMNS. 12,672,832 - 1988(A) MALLWOODS CENTER 5,642,781 - 1999(C) NORTH OLMSTED 3,089,803 - 1999(A) SPRINGBORO PIKE 4,480,748 - 1985(C) SPRINGFIELD 4,353,400 - 1988(A) UPPER ARLINGTON 5,992,342 - 1969(C) WHITEHALL 594,233 - 1967(C) WICKLIFFE 3,891,454 - 1995(A) CHARDON ROAD 4,857,626 - 1999(A) WESTERVILLE 10,190,038 - 1988(A) EDMOND 3,802,652 9,764,473 1997(A) MIDWEST CITY 8,337,655 9,977,634 1998(A) CENNTENIAL PLAZA 22,113,187 10,449,421 1998(A) SOUTH SHIELDS, OKLAHOMA 430,053 - 1997(A) TULSA 2,250,820 - 1996(A) TULSA 123,446 - 1997(A) CHIPPEWA 14,136,714 12,971,379 2000(A) CARNEGIE 3,231,613 - 1999(A) CENTER SQUARE 3,334,155 - 1996(A) WEST MIFFLIN 2,674,965 - 1993(A) EAST STROUDSBURG 2,531,676 - 1973(C) EXTON 4,946,504 - 1999(A) EXTON 3,334,155 - 1996(A) EASTWICK 5,888,372 4,921,026 1997(A) FEASTERVILLE 2,416,756 - 1996(A) GETTYSBURG 263,965 - 1986(A) SIMPSON FERRY 5,604,375 - 2000(A) HAVERTOWN 3,334,155 - 1996(A) OLMSTED 1,239,518 - 1973(C) MIDDLETOWN 896,930 - 1986(A) NORRISTOWN 3,618,555 - 1984(A) NEW KENSINGTON 1,477,472 - 1986(A) PENN HILLS 455,007 - 1986(A) PHILADELPHIA 3,334,155 - 1996(A) GALLERY, PHILADELPHIA PA 256,239 - 1996(A) RICHBORO 11,130,957 - 1986(A) SPRINGFIELD 3,943,063 3,080,000 1983(A) UPPER ALLEN 995,878 - 1986(A) UPPER DARBY 4,064,110 3,866,520 1996(A) WEST MIFFLIN HILLS 6,589,876 - 1973(C) WEST MIFFLIN 1,468,341 - 1986(A) WHITEHALL 4,627,521 - 1996(A) EASTERN BLVD. 996,103 - 1987(A) E. PROSPECT ST. 1,445,199 - 1986(A) W. MARKET ST. 457,843 - 1986(A) MARSHALL PLAZA, CRANSTON RI 9,087,920 - 1998(A) AIKEN 909,460 - 1989(A) CHARLESTON 6,502,026 - 1978(C) CHARLESTON 10,005,356 - 1995(A) FLORENCE 7,006,830 - 1997(A) GREENVILLE 10,447,692 - 1997(A) NORTH CHARLESTON 3,696,333 2,241,558 2000(A) N. CHARLESTON 14,204,357 - 1997(A) MADISON 2,952,190 - 1978(C) TROLLEY STATION 15,760,023 11,373,228 1998(A) MARKET PLACE AT RIVERGATE 12,642,411 - 1998(A) RIVERGATE, TN 14,609,804 - 1998(A) CENTER OF THE HILLS, TX 14,147,531 - 1998(A) ARLINGTON 2,249,727 - 1996(A) ARLINGTON 5,261,304 - 1997(A) 68 INITIAL COST BUILDING AND SUBSEQUENT PROPERTIES LAND IMPROVEMENT TO ACQUISITION LAND --------- ------------ -------------- ---------- BURLESON 8,600,698 - 49,927 8,600,698 BAYTOWN 500,422 2,431,651 - 500,422 CEDAR HILL CROSSING 4,091,048 - 10,813,886 4,091,048 CORSICANA 989,061 3,990,595 - 989,061 CORPUS CHRISTI, TX - 944,562 708,924 - DALLAS 1,299,632 5,168,727 5,422,290 1,299,632 DUNCANVILLE 500,414 2,001,656 - 500,414 FT. WORTH 500,414 2,426,533 - 500,414 GARLAND 210,286 845,845 - 210,286 GARLAND 500,414 2,001,656 - 500,414 HOUSTON 275,000 507,588 191,639 275,000 CENTER AT BAYBROOK 6,941,017 27,727,491 2,408 6,941,017 HOUSTON 4,634,186 5,932,821 5,772,326 4,634,186 HARRIS COUNTY 1,843,000 7,372,420 565,401 2,003,260 SHARPSTOWN COURT 1,560,010 6,245,807 25,917 1,560,010 HOUSTON 500,422 2,001,687 - 500,422 HOUSTON 406,513 1,939,253 32,984 406,513 SHOPS AT VISTA RIDGE 3,257,199 13,029,416 82,992 3,257,199 VISTA RIDGE PLAZA 2,926,495 11,716,483 - 2,926,495 VISTA RIDGE PHASE II 2,276,575 9,106,300 - 2,276,575 SOUTH PLAINES PLAZA, TX 1,890,000 7,577,145 83,854 1,890,000 MESQUITE 520,340 2,081,356 528,652 520,340 MESQUITE TOWN CENTER 3,757,324 15,061,644 293,011 3,757,324 N. RICHLAND HILLS 1,000,000 - 65,837 1,065,837 FORUM AT OLYMPIA PARKWAY 8,653,373 - 39,477,176 8,653,373 PLANO 500,414 2,830,835 - 500,414 WEST OAKS 500,422 2,001,687 - 500,422 OGDEN 213,818 855,275 501,288 213,818 COLONIAL HEIGHTS 125,376 3,476,073 - 125,376 HARRISONBURG 69,885 1,938,239 - 69,885 MANASSAS 1,788,750 7,162,661 116,219 1,788,750 RICHMOND 82,544 2,289,288 133,302 82,544 RICHMOND 670,500 2,751,375 - 670,500 RACINE 1,403,082 5,612,330 1,435,250 1,403,082 CHARLES TOWN 602,000 3,725,871 10,403,344 602,000 MARTINSBURG 242,634 1,273,828 628,937 242,634 RIVERWALK PLAZA 2,708,290 10,841,674 14,624 2,708,290 KIMCO SELECT 7,801,436 39,789,628 5,845,829 9,800,607 BALANCE OF PORTFOLIO 2,555,629 3,759,865 21,818,956 3,182,856 ----------- 521,161,371 =========== BUILDINGS AND ACCUMULATED PROPERTIES IMPROVEMENTS TOTAL DEPRECIATION ------------- ---------- ------------ BURLESON 49,927 8,650,625 - BAYTOWN 2,431,651 2,932,073 281,062 CEDAR HILL CROSSING 10,813,886 14,904,934 267,236 CORSICANA 3,990,595 4,979,656 423,450 CORPUS CHRISTI, TX 1,653,486 1,653,486 64,098 DALLAS 10,591,017 11,890,649 8,815,111 DUNCANVILLE 2,001,656 2,502,070 252,343 FT. WORTH 2,426,533 2,926,947 252,343 GARLAND 845,845 1,056,131 100,933 GARLAND 2,001,656 2,502,070 252,343 HOUSTON 699,227 974,227 591,489 CENTER AT BAYBROOK 27,729,899 34,670,916 1,760,684 HOUSTON 11,705,147 16,339,333 170,320 HARRIS COUNTY 7,777,561 9,780,821 667,958 SHARPSTOWN COURT 6,271,724 7,831,734 306,669 HOUSTON 2,001,687 2,502,109 252,343 HOUSTON 1,972,237 2,378,750 159,424 SHOPS AT VISTA RIDGE 13,112,408 16,369,607 842,769 VISTA RIDGE PLAZA 11,716,483 14,642,978 757,692 VISTA RIDGE PHASE II 9,106,300 11,382,875 505,485 SOUTH PLAINES PLAZA, TX 7,661,000 9,551,000 536,106 MESQUITE 2,610,008 3,130,348 331,348 MESQUITE TOWN CENTER 15,354,655 19,111,979 952,733 N. RICHLAND HILLS - 1,065,837 - FORUM AT OLYMPIA PARKWAY 39,477,176 48,130,549 - PLANO 2,830,835 3,331,249 302,844 WEST OAKS 2,001,687 2,502,109 252,343 OGDEN 1,356,563 1,570,381 860,762 COLONIAL HEIGHTS 3,476,073 3,601,449 89,130 HARRISONBURG 1,938,239 2,008,123 49,698 MANASSAS 7,278,880 9,067,630 575,091 RICHMOND 2,422,590 2,505,134 - RICHMOND 2,751,375 3,421,875 210,843 RACINE 7,047,580 8,450,662 2,287,238 CHARLES TOWN 14,129,215 14,731,215 4,400,078 MARTINSBURG 1,902,765 2,145,399 1,290,122 RIVERWALK PLAZA 10,856,298 13,564,588 509,251 KIMCO SELECT 43,636,286 53,436,893 2,971,895 BALANCE OF PORTFOLIO 25,162,537 28,345,392 8,685,271 ---------------------------------------------------------------- 2,590,546,099 3,111,707,470 391,945,913 ================================================================ TOTAL COST, DATE OF NET OF ACCUMULATED CONSTRUCTION(C) PROPERTIES DEPRECIATION ENCUMBRANCES ACQUISITION(A) ------------------ ------------ --------------- BURLESON 8,650,625 - 2000(C) BAYTOWN 2,651,011 - 1996(A) CEDAR HILL CROSSING 14,637,697 - 1998(A) CORSICANA 4,556,206 - 1997(A) CORPUS CHRISTI, TX 1,589,388 - 1997(A) DALLAS 3,075,538 - 1969(C) DUNCANVILLE 2,249,727 - 1996(A) FT. WORTH 2,674,604 - 1996(A) GARLAND 955,198 - 1996(A) GARLAND 2,249,727 - 1996(A) HOUSTON 382,738 - 1973(C) CENTER AT BAYBROOK 32,910,232 - 1998(A) HOUSTON 16,169,013 - 2000(C) HARRIS COUNTY 9,112,863 - 1997(A) SHARPSTOWN COURT 7,525,065 5,931,070 1999(A) HOUSTON 2,249,766 - 1996(A) HOUSTON 2,219,325 - 1997(A) SHOPS AT VISTA RIDGE 15,526,838 6,698,433 1998(A) VISTA RIDGE PLAZA 13,885,286 5,954,163 1998(A) VISTA RIDGE PHASE II 10,877,390 5,954,163 1998(A) SOUTH PLAINES PLAZA, TX 9,014,893 6,029,248 1998(A) MESQUITE 2,799,000 - 1995(A) MESQUITE TOWN CENTER 18,159,246 - 1998(A) N. RICHLAND HILLS 1,065,837 - 1997(A) FORUM AT OLYMPIA PARKWAY 48,130,549 - 1999(C) PLANO 3,028,405 - 1996(A) WEST OAKS 2,249,766 - 1996(A) OGDEN 709,619 - 1967(C) COLONIAL HEIGHTS 3,512,319 - 1999(A) HARRISONBURG 1,958,425 - 1999(A) MANASSAS 8,492,539 - 1997(A) RICHMOND 2,505,134 - 1999(A) RICHMOND 3,211,032 - 1995(A) RACINE 6,163,424 - 1988(A) CHARLES TOWN 10,331,138 - 1985(A) MARTINSBURG 855,277 - 1986(A) RIVERWALK PLAZA 13,055,336 8,241,548 1999(A) KIMCO SELECT 50,464,997 4,863,510 VARIOUS BALANCE OF PORTFOLIO 19,660,121 - VARIOUS ---------------------------------------- 2,719,761,557 245,412,792 ======================================== 69 Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of income is calculated over the estimated useful lives of the assets as follows: Buildings..................15 to 39 years Improvements...............Terms of leases or useful lives, whichever is shorter The aggregate cost for Federal income tax purposes was approximately $3.01 billion at December 31, 2000. The changes in total real estate assets for the years ended December 31, 2000, 1999 and 1998 are as follows: 2000 1999 1998 ----------------------------------------------------- Balance, beginning of period .............................................. $2,951,050,304 $3,023,901,985 $1,404,196,159 Acquisitions ............................................................ 93,347,128 306,425,242 1,573,163,394 Improvements ............................................................ 101,030,279 81,041,623 58,298,913 Transfers from (to) unconsolidated joint ventures ....................... 5,567,007 (450,227,174) - Sales ................................................................... (39,287,247) (10,091,372) (11,756,481) ----------------------------------------------------- Balance, end of period .................................................... $3,111,707,470 $2,951,050,304 $3,023,901,985 ===================================================== The changes in accumulated depreciation for the years ended December 31, 2000, 1999 and 1998 are as follows: 2000 1999 1998 ---------------------------------------------------- Balance, beginning of period .............................................. $323,737,853 $255,949,923 $207,408,091 Charged to accumulated depreciation ..................................... 4,474,484 13,194,587 - Depreciation for year ................................................... 68,590,773 65,164,826 48,934,560 Transfers from (to) unconsolidated joint ventures ....................... 42,580 (9,678,518) - Sales ................................................................... (4,899,777) (892,465) (392,728) ---------------------------------------------------- Balance, end of period..................................................... $391,945,913 $323,737,853 $255,949,923 ==================================================== 70