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(Commission File Number)
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(IRS Employer Identification No.)
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange on Which
Registered
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Item 8.01 |
Other Events
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2021 FFO Multiple
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Implied Capitalization Rate
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Kimco
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16.0x
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5.9%
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Regency Centers Corporation
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19.0x
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5.2%
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WRI
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16.0x
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6.0%
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SITE Centers Corporation
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14.4x
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6.5%
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Retail Properties of America, Inc.
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13.4x
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7.1%
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Retail Opportunity Investments Corporation
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16.6x
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5.5%
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Urban Edge Properties
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18.2x
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6.4%
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Kite Realty Group Trust
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15.2x
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6.8%
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Low
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13.4x
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5.2%
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High
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19.0x
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7.1%
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Median
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16.0x
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6.2%
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Mean (excl. Kimco)
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16.1x
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6.2%
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Mean (excl. WRI)
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16.1x
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6.2%
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Announcement
Date
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Acquiror
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Target
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FFO
Multiple
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11/14/2016
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Regency Centers Corporation
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Equity One, Inc.
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21.4x
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12/15/2015
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DRA Advisors LLC
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Inland Real Estate Corporation
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10.5x
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4/10/2015
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Blackstone
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Excel Realty Trust, Inc.
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17.0x
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10/31/2014
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Edens Investment Trust
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AmREIT, Inc.
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24.4x
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2/27/2007
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Centro Properties Group
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New Plan Excel Realty Trust, Inc.
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16.6x
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7/9/2006
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Kimco
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Pan Pacific Retail Properties, Inc.
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17.0x
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7/9/2006
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Centro Watt
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Heritage Property Investment Trust Inc.
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13.0x
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2021 FFO Multiple
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2022 FFO Multiple
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Regency Centers Corporation
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19.0x
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17.4x
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SITE Centers Corporation
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14.3x
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13.5x
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Retail Properties of America, Inc.
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13.3x
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12.3x
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Retail Opportunity Investments Corporation
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16.6x
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15.5x
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Urban Edge Properties
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18.2x
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16.2x
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Kite Realty Group Trust
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15.1x
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14.1x
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WRI
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16.1x
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15.1x
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Low
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13.3x
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12.3x
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High
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19.0x
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17.4x
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Median
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16.1x
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15.1x
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Mean
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16.1x
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14.9x
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2021 FFO Multiple
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2022 FFO Multiple
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Regency Centers Corporation
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19.0x
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17.4x
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SITE Centers Corporation
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14.3x
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13.5x
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Retail Properties of America, Inc.
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13.3x
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12.3x
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Retail Opportunity Investments Corporation
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16.6x
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15.5x
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Urban Edge Properties
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18.2x
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16.2x
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Kite Realty Group Trust
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15.1x
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14.1x
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Kimco
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16.0x
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14.8x
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Low
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13.3x
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12.3x
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High
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19.0x
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17.4x
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Median
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16.0x
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14.8x
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Mean
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16.1x
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14.8x
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2021E
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2022E
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2023E
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2024E
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2025E
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Cash NOI(1)
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$
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808
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$
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860
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$
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902
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$
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931
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$
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963
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Net Operating Income
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$
|
834
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$
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885
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$
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928
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$
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958
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$
|
991
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Recurring EBITDA(2)
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$
|
787
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$
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828
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$
|
865
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$
|
894
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$
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925
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Funds from Operations(3)
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$
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543
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$
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576
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$
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627
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$
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652
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$
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675
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FFO as Adjusted(4)
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$
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543
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$
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592
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$
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627
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$
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652
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$
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675
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FFO as Adjusted per Share
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$
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1.26
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$
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1.37
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$
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1.44
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$
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1.50
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$
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1.55
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Unlevered Cash Flow(5)
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$
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532
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$
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574
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$
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569
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$
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587
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$
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620
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Unlevered cash flow (excluding Alberstons dividends)
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$
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516
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$
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557
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$
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550
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$
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566
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$
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598
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(1) |
Cash NOI is a non-GAAP financial performance measure that represents cash income from real estate operations less property operating expenses (before interest expense and depreciation and amortization).
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(2) |
Recurring EBITDA is a non-GAAP financial performance metric that represents net income/(loss) attributable to the company before interest, depreciation and amortization, gains/losses on sale of operating properties, losses/gains on
change of control, impairment charges and other one-time items.
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(3) |
Funds From Operations (which we refer to as “FFO”) is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts (which we
refer to as “NAREIT”) defines FFO as net income/(loss) available to Kimco’s common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain
real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment directly attributable to decreases in the value of depreciable real
estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. Kimco has the option and has elected to, exclude gains and losses on the sale of assets and
impairments of assets incidental to its main business and to exclude mark-to-market changes in value on its equity securities in calculating FFO.
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(4) |
FFO as adjusted is a supplemental non-GAAP financial measure that Kimco believes is more reflective of its core operating performance and provides investors and analysts an additional measure to compare Kimco’s performance across
reporting periods on a consistent basis by excluding items that Kimco does not believe are indicative of its core operating performance. FFO as adjusted is generally calculated by Kimco as FFO excluding certain transactional income and
expenses and non-operating impairments which management believes are not reflective of the results within Kimco’s operating real estate portfolio.
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(5) |
Unlevered cash flow is a non-GAAP financial performance measure that adjusts Cash NOI by adding management fee and investment income, subtracting general and administrative and corporate expenses, tenant improvements, leasing commissions
and recurring capital expenditures, adjusting for the impact of acquisitions, dispositions, redevelopment, development and the monetization of structured investments, and incorporating changes in working capital and other adjustments.
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2021E
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2022E
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2023E
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2024E
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2025E
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Cash NOI(1)
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$
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318
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$
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349
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$
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367
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$
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379
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$
|
389
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Net Operating Income
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$
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329
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$
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359
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$
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377
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$
|
389
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$
|
399
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Recurring EBITDA(2)
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$
|
290
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$
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319
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$
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336
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$
|
346
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$
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355
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Funds from Operations(3)
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$
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224
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$
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252
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$
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268
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$
|
281
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$
|
289
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FFO per Share
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$
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1.73
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$
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1.94
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$
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2.06
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$
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2.15
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$
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2.21
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Unlevered Cash Flow(4)
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$
|
225
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$
|
170
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$
|
207
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$
|
217
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$
|
224
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(1) |
Cash NOI is a non-GAAP financial performance measure that represents cash income from real estate operations less property operating expenses (before interest expense and depreciation and amortization).
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(2) |
Recurring EBITDA is a non-GAAP financial performance metric that represents net income/(loss) attributable to the company before interest, depreciation and amortization, gains/losses on sale of operating properties, losses/gains on
change of control, impairment charges and other one-time items.
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(3) |
FFO is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. NAREIT defines FFO as net income/(loss) available to WRI’s common shareholders computed in accordance with GAAP,
excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and
investments in entities when the impairment directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO
on the same basis.
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(4) |
Unlevered cash flow is a non-GAAP financial performance measure that adjusts Cash NOI by subtracting general and administrative and corporate expenses, tenant improvements, broker fees and recurring capital expenditures, adjusting for
the impact of acquisitions, dispositions, redevelopment and development, and incorporating changes in working capital and other adjustments.
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KIMCO REALTY CORPORATION
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By:
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/s/ Glenn G. Cohen
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Name:
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Glenn G. Cohen
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Title:
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Chief Financial Officer
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Date: July 23, 2021
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