Kimco Realty (KIM) 10-K risk factor changes: FY2014 vs FY2013

Loss of our tax status as a real estate investment [removed: trust could] [added: trust or changes in federal tax laws, regulations, administrative interpretations or court decisions relating to real estate investment trusts could] have significant adverse consequences to us and the value of our securities.

| | ● | unless we were entitled to relief under statutory provisions, we could not elect to be [removed: subject to tax] [added: taxed] as a REIT for four taxable years following the year during which we were disqualified; and |

As a result of all these factors, our failure to qualify as a REIT [added: or changes in federal tax laws with respect to qualification as a REIT or the tax consequences of such qualification] could also impair our ability to expand our business or raise capital and materially adversely affect the value of our securities.

| | ● | the [removed: fact that the] expenses of owning and operating [removed: properties] [added: properties, which] are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties; |

Competition may limit our ability to purchase new [removed: properties or generate] [added: properties or generate] sufficient income from tenants and may decrease the occupancy and rental rates for our properties.

We may be unable to sell our real estate property investments when appropriate or on [removed: terms favorable to us.][added: terms favorable to us.]

We may acquire or develop properties or acquire other real estate related [removed: companies, and] [added: companies, and] this may create risks.

We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or [added: ground-up] development is consistent with our business strategies.

We intend [removed: to continue to sell our non-retail and non-strategic assets over the next several years] [added: to continue to sell our non-strategic assets] and may not be able to recover our investments, which may result in significant losses to us.

There can be no assurance that we will be able to recover the current carrying amount of all of our [removed: non-retail and/or] non-strategic properties and investments and those of our unconsolidated joint ventures in the future.

[removed: During 2013, the Company began selling properties within its Latin American portfolio and the] [added: The] Company may, in the near term, substantially liquidate [removed: all of] its [removed: investments] [added: investment] in [removed: this portfolio] [added: Chile] which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings.

Since a [removed: meaningful] portion of our revenues are generated internationally, we must devote [removed: substantial] [added: an appropriate level of] resources to managing our international operations.

Our international operations include properties in Canada, [removed: Mexico, Chile, Brazil] [added: Mexico] and [removed: Peru] [added: Chile] and are subject to a variety of United States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”).

We are subject to [removed: financial covenants that may] [added: financial covenants that may] restrict our operating and acquisition activities.

Our revolving credit facility, term [removed: loans] [added: loan] and the indentures under which our senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur debt, make dividend payments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions.

In addition, failure to meet any of the financial covenants could cause an event of default under our revolving credit facility, term [removed: loans] [added: loan] and the indentures and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.

[removed: As with other publicly traded securities, the] [added: The] market price of our publicly traded securities depends on various market conditions, which may change from time-to-time.

We may not be able to recover our investments in marketable securities [removed: or] mortgage [removed: receivables,] [added: receivables or other investments,] which may result in significant losses to us.

[removed: In these cases,] [added: Where that occurs,] the total amount we recover may be less than our total investment, resulting in a loss.

The Company’s aggregate CTA net gain balance at December 31, 2014, is $0.3 million, this amount consists of unrealized gains in Canada aggregating $15.2 million, offset by unrealized losses in Chile aggregating $14.9 million.

During 2013, the Company began selling properties within its Latin American portfolio and during the fourth quarter 2014 the Company substantially liquidated its investment in Mexico and Peru and recognized a loss from foreign currency translation in the amount of $140.1 million before noncontrolling interest of $5.8 million.

The economic performance and value of our other investments, which we do not control and are in retail operations, are subject to risks associated with owning and operating retail businesses, including:

| | ● | changes in the national, regional and local economic climate; |

| --- | --- | --- |

| | ● | the adverse financial condition of some large retailing companies; |

| --- | --- | --- |

| | ● | increasing use by customers of e-commerce and online store sites; and |

| | ● | ongoing consolidation in the retail sector. |

| --- | --- | --- |

A decline in the value of our other investments may require us to recognize an other-than-temporary impairment (“OTTI”) against such assets.

When the fair value of an investment is determined to be less than its amortized cost at the balance sheet date, we assess whether the decline is temporary or other-than-temporary.

If we intend to sell an impaired asset, or it is more likely than not that we will be required to sell the impaired asset before any anticipated recovery, then we must recognize an OTTI through charges to earnings equal to the entire difference between the assets amortized cost and its fair value at the balance sheet date.

When an OTTI is recognized through earnings, a new cost basis is established for the asset and the new cost basis may not be adjusted through earnings for subsequent recoveries in fair value.

The Company’s aggregate CTA net loss balance at December 31, 2013 is $91.0 million.

Based on the Company’s foreign investment balances at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $92.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $75.4 million.

At December 31, 2013, the aggregate CTA net loss balance relating to the Company’s Latin American portfolio is $114.7 million.

Based on the Company’s foreign investment balances in Latin Americas at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $48.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $39.4 million.

As of December 31, [removed: 2013,] [added: 2014,] the Company had interests in [removed: 852] [added: 754] shopping center properties (the “Combined Shopping Center Portfolio”), aggregating [removed: 124.5] [added: 109.5] million square feet of gross leasable area (“GLA”) and [removed: 575] [added: 533] other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling [removed: 13.2] [added: 11.7] million square feet of GLA, for a grand total of [removed: 1,427] [added: 1,287] properties aggregating [removed: 137.7] [added: 121.2] million square feet of GLA, located in [removed: 42] [added: 41] states, Puerto Rico, Canada, Mexico, [removed: Chile] and [removed: Peru.][added: Chile.]

[added: The Company’s strategy is to be the premier owner and operator of neighborhood and community shopping centers through investments primarily in the U.S.] To achieve this strategy the Company is (i) striving to transform the quality of its portfolio by disposing of lesser quality assets and acquiring larger higher quality properties in key markets identified by the Company, (ii) simplifying its business by exiting [removed: Mexico,] [added: Mexico and] South America and reducing the number of joint venture investments and (iii) pursuing redevelopment opportunities within its portfolio to increase overall [removed: value.][added: value and certain development opportunities for long-term investment.]

If the Company accepts sales prices for these assets that are less than their net carrying values, the Company would be required to take [added: additional] impairment charges.

[removed: The] [added: In order to execute the Company’s strategy, the] Company intends to continue to strengthen its balance sheet by pursuing deleveraging efforts over time, providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing on neighborhood and community shopping [added: centers in the U.S. The Company also has an institutional management business with domestic and foreign institutional partners for the purpose of investing in neighborhood and community shopping] centers.

The following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31, [removed: 2013:][added: 2014:]

| | ● | Net income available to common shareholders increased by [removed: $5.3] [added: $187.7] million to [removed: $178.0] [added: $365.7] million for the year ended December 31, [removed: 2013,] [added: 2014,] as compared to [removed: $172.7] [added: $178.0] million for the corresponding period in [removed: 2012.] [added: 2013.] |

| | ● | [removed: Funds from operations (“FFO”)] [added: FFO] as adjusted increased from [removed: $1.26] [added: $1.33] per diluted share for the year ended December 31, [removed: 2012] [added: 2013,] to [removed: $1.33] [added: $1.40] per diluted share for the year ended December 31, [removed: 2013] [added: 2014] (see additional disclosure on FFO beginning on page [removed: 32).] [added: 31).] |

| | ● | [added: Combined] Same Property net operating income (“NOI”) increased [removed: 3.4%] [added: 2.5%] for the year ended December 31, [removed: 2013,] [added: 2014,] as compared to the corresponding period in [removed: 2012;] [added: 2013;] excluding the negative impact of foreign currency fluctuation, this increase would have been [removed: 4.1%] [added: 3.3%] (see additional disclosure on NOI beginning on page [removed: 33).] [added: 32).] |

| | ● | Occupancy rose from [removed: 94.0%] [added: 94.6%] at December 31, [removed: 2012] [added: 2013,] to [removed: 94.6%] [added: 95.6%] at December 31, [removed: 2013] [added: 2014] in the Combined Shopping Center Portfolio. |

| | ● | Occupancy rose from [removed: 93.9%] [added: 94.9%] at December 31, [removed: 2012] [added: 2013,] to [removed: 94.9%] [added: 95.7%] at December 31, [removed: 2013] [added: 2014] for the U.S. combined shopping center portfolio. |

| | ● | [removed: Recognized] [added: Generated] U.S. cash-basis leasing spreads of [removed: 7.7%;] [added: 8.8%;] new leases increased [removed: 15.6%] [added: 19.5%] and renewals/options increased [removed: 5.9%.] [added: 6.3%.] |

| | ● | Executed [removed: 2,473] [added: 2,124] leases, renewals and options totaling approximately [removed: 9.9] [added: 9.8] million square feet in the Combined Shopping Center Portfolio. |

Acquisition Activity (see Footnotes 3 and 7 of the Notes to Consolidated Financial [removed: Statements):][added: Statements included in this Form 10-K):]

| | ● | Acquired [removed: 32] [added: 63] shopping center properties and [removed: eight] [added: five] outparcels comprising an aggregate [removed: 4.1] [added: 7.1] million square feet of GLA, for an aggregate purchase price of [removed: $724.5 million] [added: $1.4 billion] including the assumption of [removed: $279.1] [added: $702.6] million of non-recourse mortgage debt encumbering [removed: nine] [added: 53] of the properties. The Company acquired [removed: five] [added: 34] of these properties for an aggregate sales price of [removed: $346.4 million] [added: $1.0 billion] from joint ventures in which the Company held noncontrolling ownership interests. The Company evaluated these transactions pursuant to the Financial Accounting Statements Boards (“FASB”) Consolidation guidance. As such, the Company recognized an aggregate [removed: net] gain of [removed: $21.7 million, before income tax,] [added: $107.2 million] from the fair value adjustment associated with its original ownership due to a change in control. |

[added: U.S.] Disposition Activity (see Footnotes [removed: 4] [added: 4, 5,] and [removed: 7] [added: 6] of the Notes to Consolidated Financial [removed: Statements):][added: Statements included in this Form 10-K):]

| | ● | During [removed: 2013,] [added: 2014,] the Company disposed of [removed: 36] [added: 63] operating [removed: properties and three outparcels,] [added: properties,] in separate transactions, for an aggregate sales price of [removed: $279.5] [added: $535.8] million. These [removed: transactions] [added: transactions, which are included in Discontinued Operations,] resulted in an aggregate gain of [removed: $25.4 million] [added: $166.6 million, before income taxes of $8.7 million,] and [added: aggregate] impairment charges of [removed: $61.9] [added: $60.4] million, before income [removed: taxes and noncontrolling interests.] [added: tax benefits of $2.0 million.] |

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

[removed: Joint Venture Investments Activity (see] [added: See] Footnote [removed: 7] [added: 1] of the Notes to Consolidated Financial [removed: Statements):][added: Statements included in this Form 10-K.]

| | ● | During [removed: the year ended December 31, 2013, the Company and its] [added: 2014,] joint [removed: venture partner sold their noncontrolling ownership interest] [added: ventures] in [removed: a joint venture] which [added: the Company] held [added: noncontrolling] interests [removed: in 84] [added: sold 14] operating properties located throughout Mexico for [removed: $603.5 million (including the assignment of $301.2 million in debt). This transaction] [added: $324.5 million. These transactions] resulted in [removed: a] [added: an aggregate] net gain to the Company of [removed: $78.2] [added: $40.0] million, [removed: before] [added: after] income [removed: taxes] [added: tax, and aggregate impairment charges] of [removed: $25.1] [added: $0.9] million. |

[removed: | | ● |] During [removed: 2013,] [added: April 2014,] the Company issued [removed: $350.0] [added: $500.0] million of [removed: 10-year] [added: 7-year] Senior Unsecured Notes at an interest rate of [removed: 3.125%] [added: 3.20%] payable semi-annually in arrears which are scheduled to mature in [removed: June 2023. Net proceeds from the issuance were $344.7 million, after related transaction costs of $0.5 million. |][added: May 2021.]

| | ● | Also during [removed: 2013,] [added: 2014,] the Company repaid (i) its $100.0 million [removed: 6.125%] [added: 5.95%] senior unsecured notes, which matured in [removed: January 2013,] [added: June 2014 and] (ii) its [removed: $75.0] [added: remaining $194.6] million [removed: 4.70%] [added: 4.82%] senior unsecured notes, which [added: also] matured in June [removed: 2013 and (iii) its $100.0 million 5.190% senior unsecured notes which matured on October 1, 2013.] [added: 2014.] |

[removed: | | ● |] The Company [removed: also entered into] [added: had] a [removed: new five year] 1.0 billion Mexican peso (“MXN”) term loan which [removed: matures] [added: was scheduled to mature] in March [removed: 2018. This term loan bears] [added: 2018 and bore] interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35%. [removed: The Company used these proceeds to repay its 1.0 billion MXN term loan, which matured in March 2013 and bore interest at a fixed rate of 8.58%. |]

[removed: Impairments (see] [added: For additional disclosure, see] Footnote [removed: 6] [added: 15] of the Notes to Consolidated Financial [removed: Statements):][added: Statements included in this Form 10-K.]

The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly-owned subsidiaries and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the consolidation guidance of the [removed: Financial Accounting Standards Board’s (“FASB”)] [added: FASB] Accounting Standards Codification (“ASC”).

If, up to one year from the acquisition date, information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate [removed: adjustments] [added: adjustments, if material,] are made to the purchase price allocation on a retrospective basis.

On a continuous basis, management assesses whether there are any indicators, including property operating [removed: performance] [added: performance, changes in anticipated holding period] and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired.

A property value is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged) of the property over its [removed: remaining useful life] [added: anticipated hold period] is less than the net carrying value of the property.

_Realizability of Deferred Tax [removed: Assets and] [added: Assets_ _and] Uncertain Tax Positions_

Based upon the Company’s analysis of [removed: negative and] positive [added: and negative] evidence the Company will make a determination of the need for a valuation allowance against its deferred tax assets.

| | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: Increase] [added: Increase] | | | | [removed: % change] [added: % change] | | |

| Real estate taxes | | | [removed: 117.6] [added: 108.7] | | | | [removed: 110.7] [added: 101.8] | | | | 6.9 | | | | [removed: 6.2] [added: 6.8] | % |

| (1) | Revenues from rental properties increased primarily from the combined effect of (i) the acquisition of operating properties during 2013 and 2012, providing incremental revenues for the year ended December 31, 2013 of $46.5 million, as compared to the corresponding period in 2012, (ii) an overall increase in the consolidated shopping center portfolio occupancy to 94.0% at December 31, 2013, as compared to 93.4% at December 31, 2012 and the completion of certain development and redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2013, of [removed: $23.7 million] [added: $22.7 million,] as compared to the corresponding period in 2012, and (iii) an increase in revenues relating to the Company’s Latin America portfolio of [removed: $3.3] [added: $0.1] million for the year ended December 31, 2013, as compared to the corresponding period in 2012. |

| (2) | Rental property expenses include (i) rent expense relating to ground lease payments for which the Company is the lessee; (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating and maintenance expense, which consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental property expenses increased for the year ended December 31, 2013, as compared to the corresponding period in 2012, primarily due to [added: acquisitions of properties during 2013 and 2012 resulting in] (i) an increase in real estate taxes of $6.9 million, (ii) an increase in repairs and maintenance costs of [removed: $5.7] [added: $5.0] million, (iii) an increase in snow removal costs of [removed: $2.3] [added: $2.1] million, (iv) an increase in property services of [removed: $1.7] [added: $1.6] million and (v) an increase in utilities expense of $1.3 million, [removed: primarily due to acquisitions of properties during 2013 and 2012,] partially offset by (vi) a decrease in insurance expense of [removed: $2.9] [added: $3.0] million due to a decrease in insurance claims. |

General and administrative expenses increased $4.0 million to [removed: $127.9] [added: $127.5] million for the year ended December 31, 2013, as compared to [removed: $123.9] [added: $123.5] million for the corresponding period in 2012.

During the year ended December 31, 2013, the Company recognized impairment charges of $190.2 [removed: million,] [added: million] of which [removed: $98.8] [added: $158.0] million, before [added: noncontrolling interests and] income [removed: taxes,] [added: tax,] is included in discontinued operations.

These impairment charges consist of (i) $175.6 million related to adjustments to property carrying values, [removed: primarily due to sales or pending sales of properties,] (ii) $10.4 million related to a cost method investment, (iii) $1.0 million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity investment.

The Company’s estimated fair values for these assets were primarily based upon (i) estimated sales prices from third party offers relating to property carrying values and joint venture [removed: investments and (ii) a discounted cash flow model relating to the Company’s cost method investment.][added: investments.]

Interest, dividends and other investment income increased [removed: $15.0] [added: $14.8] million to [removed: $17.0] [added: $16.8] million for the year ended December 31, 2013, as compared to $2.0 million for the corresponding period in 2012.

Other [removed: expense,] [added: (expense)/income,] net [removed: decreased $7.2] [added: changed $8.1] million to [removed: $0.5] [added: $1.2] million [added: of income] for the year ended December 31, 2013, as compared to [removed: $7.7] [added: $6.9] million [added: of an expense] for the year ended December 31, 2012.

Interest expense decreased [removed: $11.8] [added: $11.5] million to [removed: $213.9] [added: $212.2] million for the year ended December 31, 2013, as compared to [removed: $225.7] [added: $223.7] million for the year ended December 31, 2012.

The Company has an active capital recycling program and during the second quarter of 2014, the Company implemented a plan to accelerate the disposition of certain non-strategic U.S. properties.

This plan effectively shortened the Company’s anticipated hold period for these properties and as such caused the Company to recognize impairment charges on certain consolidated operating properties.

| | ● | Funds from operations (“FFO”) increased from $1.35 per diluted share for the year ended December 31, 2013, to $1.45 per diluted share for the year ended December 31, 2014 (see additional disclosure on FFO beginning on page 31). |

| | ● | Additionally, during the year ended December 31, 2014, the Company acquired $53.5 million in land related to three development projects which will be held as long-term investments. The Company anticipates completing these projects over the next four years. |

| | ● | During 2014, the Company sold 27 consolidated properties in its Latin American portfolio for an aggregate sales price of $297.7 million. These transactions, which are included in Discontinued Operations, resulted in an aggregate gain of $33.4 million, after income taxes of $3.3 million and aggregate impairment charges of $24.7 million. |

| | ● | These transactions contributed to the Company’s substantial liquidation of its investment in Mexico and Peru during the fourth quarter, which resulted in the release of a cumulative foreign currency translation loss of $134.4 million, after noncontrolling interests of $5.8 million. This loss has been recorded on the Company’s Consolidated Statements of Income as follows: (i) $92.9 million is included in Impairment/loss on operating properties, net of tax, within Discontinued operations (ii) $47.3 million is included in Equity in income of joint ventures, net and (iii) $5.8 million is included in Net income attributable to noncontrolling interest. |

| | ● | During March 2014, the Company established a new $1.75 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2018, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2019. The Credit Facility, which can be increased to $2.25 billion through an accordion feature, accrues interest at a rate of LIBOR plus 92.5 basis points on drawn funds. |

| | ● | The Company repaid its 1.0 billion Mexican peso (“MXN”) (USD $76.3 million) term loan which was scheduled to mature in March 2018, and bore interest at a rate equal to TIIE (Equilibrium Interbank Interest Rate) plus 1.35% during September 2014. |

_Comparison 20__14_ _to 20__13_

| Revenues from rental properties (1) | | $ | 958.9 | | | $ | 825.2 | | | $ | 133.7 | | | | 16.2% | |

| Rent | | $ | 14.3 | | | $ | 13.3 | | | $ | 1.0 | | | | 7.5% | |

| Real estate taxes | | | 124.7 | | | | 108.7 | | | | 16.0 | | | | 14.7% | |

| Operating and maintenance | | | 119.7 | | | | 99.4 | | | | 20.3 | | | | 20.4% | |

| | | $ | 258.7 | | | $ | 221.4 | | | $ | 37.3 | | | | 16.8% | |

| Depreciation and amortization (3) | | $ | 258.1 | | | $ | 224.7 | | | $ | 33.4 | | | | 14.9% | |

This decrease is primarily due to a decrease in professional fees of $3.4 million in connection with the Company’s response to a subpoena from the Enforcement Division of the SEC and a parallel investigation by the DOJ, in connection with the investigation of Wal-Mart Stores, Inc. with respect to the Foreign Corrupt Practices Act (see Item 3) and a decrease in personnel related costs of $1.8 million for the year ended December 31, 2014, as compared to the corresponding period in 2013.

These impairment charges consist of (i) $118.4 million related to adjustments to property carrying values, (ii) the release of a cumulative foreign currency translation loss of $92.9 million relating to the substantial liquidation of the Company’s investment in Mexico, (iii) $4.8 million related to a cost method investment and (iv) $1.6 million related to a preferred equity investment.

The adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated hold period for such properties.

During the second quarter ended June 30, 2014, the Company implemented a plan to accelerate its disposition of certain properties.

This plan effectively shortened the Company’s anticipated hold period for these properties and as a result the Company recognized impairment charges on various operating properties.

Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy.

Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy.

This decrease is primarily due to (i) a decrease in realized gains of $12.1 million resulting from the sale of certain marketable securities during the year ended December 31, 2013, (ii) a decrease in excess cash distributions related to cost method investments of $2.8 million for the year ended December 31, 2013 and (iii) a decrease in dividend income of $1.2 million resulting from the sale of certain marketable securities during the year ended December 31, 2013.

This change is primarily due to a decrease in gains from land sales of $8.0 million and an increase in acquisition related costs of $1.4 million related to an increase in acquisitions during 2014 as compared to 2013.

Interest expense decreased $8.4 million to $203.8 million for the year ended December 31, 2014, as compared to $212.2 million for the year ended December 31, 2013.

This decrease is primarily related to lower implied interest rates and reduced borrowing levels during 2014, as compared to 2013.

This change is primarily due to (i) a decrease in foreign tax expense of $9.5 million primarily relating to the sale of certain unconsolidated properties during 2013 within the Company’s Latin American portfolio which were subject to foreign taxes at a consolidated reporting entity level offset by an increase in other foreign uncertain tax positions of $5.5 million, (ii) a decrease in tax provision of $9.1 million relating to a change in control gain recognized during the year ended December 31, 2013, (iii) a decrease in tax provision of $3.4 million related to gains on land sales during 2013, and (iv) a decrease in tax provision of $2.4 million related to gains on sale of certain marketable securities during 2013, partially offset by (v) a partial release of the deferred tax valuation allowance of $8.7 million during the year ended December 31, 2013 related to the Company’s FNC Realty Corp. (“FNC”) portfolio based on the Company’s estimated future earnings of FNC and (vi) a decrease in tax benefit of $4.3 million relating to equity losses recognized in connection with the Company’s Albertson’s investment.

This decrease is primarily the result of (i) the release of a cumulative foreign currency translation loss of $47.3 million relating to the substantial liquidation of the Company’s investment in Mexico, (ii) a decrease in gains of $21.7 million resulting from the sale of properties within various joint venture investments and interests in joint ventures primarily located in Latin America during 2013, (iii) a decrease in equity in income of $1.4 million due to the sale of the InTown portfolio in 2013 and (iv) a decrease of equity in income of $7.5 million related to the sale of various joint ventures within the Company’s Latin American portfolio during 2014, partially offset by (v) an increase in equity in income of $15.6 million primarily resulting from a cash distribution received in excess of the Company’s carrying basis during 2014, and (vi) a decrease in impairment charges of $8.2 million relating to various joint venture properties primarily located in Mexico taken during the year ended 2013, as compared to 2014.

Equity in income from other real estate investments, net increased $6.9 million to $38.0 million for the year ended December 31, 2014, as compared to $31.1 million for the corresponding period in 2013.

This increase is primarily due to an increase of $10.7 million in equity in income, resulting from lower net losses in the Albertson’s joint venture during the year ended December 31, 2014, as compared to the corresponding period in 2013, partially offset by a decrease of $5.8 million in earnings from the Company’s Preferred Equity Program primarily resulting from the sale of the Company’s interests in certain preferred equity investments during 2014 and 2013.

Results of Operations

_Comparison 20__13_ _to 20__12_

| | | 2013 | | | | 2012 | | | | Increase | | | | % change | | |

| Revenues from rental properties (1) | | $ | 825.2 | | | $ | 755.9 | | | $ | 69.3 | | | | 9.2 | % |

| Operating and maintenance | | | 99.4 | | | | 92.4 | | | | 7.0 | | | | 7.6 | % |

| | | $ | 221.4 | | | $ | 206.9 | | | $ | 14.5 | | | | 7.0 | % |

| Depreciation and amortization (3) | | $ | 224.7 | | | $ | 214.8 | | | $ | 9.9 | | | | 4.6 | % |

These impairment charges consist of (i) $175.6 million related to adjustments to property carrying values, (ii) $10.4 million related to a cost method investment, (iii) $1.0 million related to certain joint venture investments and (iv) $3.2 million related to a preferred equity investment.

Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy.

On February 24, 2015, the outstanding debt balance of $139.7 million was fully repaid and as such, the Company was relieved of its related commitments and guarantee.

The Company’s strategy is to be the premier owner and operator of neighborhood and community shopping centers through investments primarily in the U.S. and Canada.

This strategy entailed a shift away from non-retail assets.

These investments included non-retail preferred equity investments, marketable securities, mortgages on non-retail properties and several urban mixed-use properties.

As of December 31, 2013, the Company had substantially completed the sale of these investments.

The Company also has an active capital recycling program of selling retail assets deemed non-strategic and properties within the Company’s Latin American portfolio.

Additionally, the Latin America dispositions could represent the substantial liquidation of these foreign investments, which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings (see Item 7A – Foreign Investments).

In addition, the Company has an institutional management business with domestic and foreign institutional partners for the purpose of investing in neighborhood and community shopping centers.

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| --- | --- | --- |

| | ● | During 2013, the Company sold nine land parcels for an aggregate sales price of $18.2 million in separate transactions. These transactions resulted in an aggregate gain of $11.6 million, before income taxes. |

| | ● | During 2013, the Company reduced its non-retail book values by $337.3 million, of which $304.7 million was monetized. As of December 31, 2013, these investments had a book value of $61.2 million. |

| | ● | During June 2013, the Intown portfolio was sold for a sales price of $735.0 million which included the assignment of $609.2 million in debt. This transaction resulted in a deferred gain to the Company of $21.7 million due to the Company’s continued guarantee of a portion of the assumed debt. |

| | ● | Also during 2013, Kimco increased its ownership interest in three institutional joint ventures through the acquisition of additional equity interests totaling $153.0 million: Kimco Income Fund (KIF) joint venture from 15.2% to 39.5%; the Kimco Income REIT (KIR) joint venture from 45.0% to 48.6%; and the Kimstone joint venture (formerly the Kimco-UBS joint venture) from 18.0% to 33.3%. |

| | ● | Additionally, during the year ended December 31, 2013, joint ventures in which the Company held noncontrolling interests sold 20 operating properties located throughout Mexico and Chile for $341.9 million. These transactions resulted in an aggregate net gain to the Company of $22.4 million, after income tax. |

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

| | ● | In connection with the Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions, the Company recognized impairment charges of $190.2 million (including $98.8 million which is classified within discontinued operations), before income tax benefit and noncontrolling interests. (see Footnote 4 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). |

| | ● | In addition to the impairment charges above, various unconsolidated joint ventures in which the Company holds noncontrolling interests recognized impairment charges relating to certain properties during 2013. The Company’s share of these charges was $29.5 million (see Footnote 7 of the Notes to Consolidated Financial Statements included in this annual report on Form 10-K). |

| | ● | Also during 2013, the Company acquired the remaining interest in a portfolio of office properties from a preferred equity investment in which the Company held a noncontrolling interest and recognized a change in control loss of $9.6 million in connection with the fair value adjustment associated with the Company’s original ownership. |

_Comparison 2013 to 2012_

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | |

| Revenues from rental properties (1) | | $ | 910.4 | | | $ | 836.9 | | | $ | 73.5 | | | | 8.8 | % |

| Operating and maintenance | | | 115.2 | | | | 107.2 | | | | 8.0 | | | | 7.5 | % |

| | | $ | 246.1 | | | $ | 230.6 | | | $ | 15.5 | | | | 6.7 | % |

| Depreciation and amortization (3) | | $ | 247.5 | | | $ | 236.9 | | | $ | 10.6 | | | | 4.5 | % |

The capitalization rate of 6.0% and discount rate of 9.5% which were utilized in this model were based upon observable rates that the Company believes to be within a reasonable range of current market rates for the respective investments.

This transaction resulted in a deferred gain to the Company of $21.7 million.

The guarantee is collateralized by the buyer’s ownership interest in the portfolio.

Additionally, the Company has entered into a commitment to provide financing up to the outstanding amount of the guaranteed portion of the loan for five years past the date of maturity.

During 2012, the Company sold a previously consolidated operating property to a newly formed unconsolidated joint venture in which the Company has a 20% noncontrolling interest for a sales price of $55.5 million.

This transaction resulted in a pre-tax gain of $10.0 million, of which the Company deferred $2.0 million due to its continued involvement.

This gain has been recorded as Gain on sale of operating properties, net of tax in the Company’s Consolidated Statements of Income.

The 2012 diluted per share results were decreased by a reduction in net income available to common shareholders of $21.7 million resulting from the deduction of original issuance costs associated with the redemption of the Company’s 6.65% Class F Cumulative Redeemable Preferred Stock and 7.75% Class G Cumulative Redeemable Preferred Stock.

_Comparison 2012 to 2011_

| | | 2012 | | | | 2011 | | | | Increase/ (Decrease) | | | | % change | | |

| Revenues from rental properties (1) | | $ | 836.9 | | | $ | 779.2 | | | $ | 57.7 | | | | 7.4 | % |

| Rent | | $ | 12.7 | | | $ | 13.8 | | | $ | (1.1 | ) | | | (8.0 | )% |

| Real estate taxes | | | 110.7 | | | | 104.5 | | | | 6.2 | | | | 5.9 | % |

The Company’s primary market risk exposures are interest rate risk and [removed: fluctuations in] foreign currency exchange rate risk.

The following table presents the Company’s aggregate fixed rate and variable rate domestic and foreign debt obligations outstanding as of December 31, [removed: 2013,] [added: 2014,] with corresponding weighted-average interest rates sorted by maturity date.

The instruments’ actual cash flows are denominated in U.S. dollars, Canadian dollars (CAD), [removed: Mexican pesos (MXN)] and Chilean Pesos (CLP) as indicated by geographic description ($USD equivalent in millions).

| | | [removed: 2014 | | | |] 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | | | [added: 2019 | | | |] Thereafter | | | | Total | | | | Fair Value | | |

| U.S. Dollar Denominated [added: Secured Debt] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [added: CLP Denominated] Secured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average Interest Rate | | | [removed: \- | | | | 0.14] [added: 0.08] | % | | | \- | | | | 4.00 | % | | | [removed: 3.02] [added: 2.51] | % | | | \- | | | | [removed: 2.49] [added: \-] | [added: | | | 2.24 |] % | | | | |

| [added: CAD Denominated] Unsecured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed Rate | | $ | [removed: 294.7] [added: 350.0] | | | $ | [removed: 350.0] [added: 300.0] | | | $ | [removed: 300.0] [added: 290.9] | | | $ | [removed: 290.9] [added: 300.0] | | | $ | 300.0 | | | $ | [removed: 650.0] [added: 850.0] | | | $ | [removed: 2,185.6] [added: 2,390.9] | | | $ | [removed: 2,318.4] [added: 2,517.3] | |

| Average Interest Rate | | | [removed: 5.20] [added: 5.29] | % | | | [removed: 5.29] [added: 5.78] | % | | | [removed: 5.78] [added: 5.70] | % | | | [removed: 5.70] [added: 4.30] | % | | | [removed: 4.30] [added: 6.88] | % | | | [removed: 4.86] [added: 3.17] | % | | | [removed: 6.88] [added: 4.72] | % | | | | |

| Average Interest Rate | | | [removed: 1.22] [added: 1.21] | % | | | [removed: 1.22] [added: \-] | [removed: %] | | | \- | | | | [removed: \-] [added: 1.09] | [added: %] | | | \- | | | | \- | | | | [removed: 1.22] [added: 1.19] | % | | | | |

| Average Interest Rate | | | \- | | | | \- | | | | \- | | | | [removed: \-] [added: 5.99] | [added: %] | | | [removed: 5.99] [added: \-] | [removed: %] | | | 3.86 | % | | | 4.77 | % | | | | |

Based on the Company’s variable-rate debt balances, interest expense would have increased by [removed: $7.4] [added: $5.8] million in [removed: 2013] [added: 2014] if short-term interest rates were 1.0% higher.

The following table presents the Company’s foreign investments and respective cumulative translation adjustment (“CTA”) as of December 31, [removed: 2013.][added: 2014.]

| [removed: Foreign] [added: Foreign] Investment (in [removed: millions)] [added: millions)] | | | | | | | | | | | | |

| [removed: Country] [added: Country] | | [removed: Local Currency] [added: Local Currency] | | | | [removed: US Dollars] [added: US Dollars] | | | | [removed: CTA Gain/(Loss)] [added: CTA Gain/(Loss)] | | |

| Mexican real estate investments (MXN) | | | [removed: 4,775.6] [added: 708.2] | | | $ | [removed: 365.0] [added: 48.0] | | | $ | [removed: (106.8] [added: \-] | [removed: )] |

| Chilean real estate investments (CLP) | | | [removed: 33,178.3] [added: 32,408] | | | $ | [removed: 63.3] [added: 53.4] | | | $ | [removed: (8.0] [added: (14.9] | ) |

[removed: CTA results from currency] [added: Currency] fluctuations between local currency and the U.S. dollar during the period in which the Company held its investment [removed: and] [added: result in a CTA, which] is recorded as a component of [removed: AOCI] [added: Accumulated other comprehensive income (“AOCI”)] on the Company’s Consolidated Balance Sheets.

[removed: At December 31, 2013, the] [added: The Company’s] aggregate CTA net [removed: loss] [added: gain] balance [removed: relating to the Company’s Latin American portfolio] [added: at December 31, 2014,] is [removed: $114.7] [added: $0.3] million.

| Fixed Rate | | $ | 134.7 | | | $ | 357.7 | | | $ | 469.3 | | | $ | 35.8 | | | $ | \- | | | $ | 350.0 | | | $ | 1,347.5 | | | $ | 1,399.9 | |

| Average Interest Rate | | | 5.17 | % | | | 6.24 | % | | | 5.86 | % | | | 4.80 | % | | | \- | | | | 5.19 | % | | | 5.69 | % | | | | |

| Variable Rate | | $ | 6.0 | | | $ | \- | | | $ | 1.9 | | | $ | 36.0 | | | $ | \- | | | $ | \- | | | $ | 43.9 | | | $ | 43.6 | |

| Variable Rate | | $ | 400.0 | | | $ | \- | | | $ | \- | | | $ | 100.0 | | | $ | \- | | | $ | \- | | | $ | 500.0 | | | $ | 491.7 | |

| Fixed Rate | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 129.1 | | | $ | \- | | | $ | 172.2 | | | $ | 301.3 | | | $ | 325.4 | |

| Variable Rate | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 36.7 | | | $ | 36.7 | | | $ | 41.5 | |

| Canadian real estate investments (CAD) | | | 442.3 | | | $ | 380.7 | | | $ | 15.2 | |

During 2013, the Company began selling properties within its Latin American portfolio.

During the year ended December 31, 2014, the Company continued selling properties in its Latin American portfolio and as a result substantially liquidated its investments in Mexico and Peru.

Due to the substantial liquidation of its investments in Mexico and Peru, the Company recognized a loss from foreign currency translation in the aggregate amount of $134.4 million, after noncontrolling interest of $5.8 million.

| Fixed Rate | | $ | 125.2 | | | $ | 167.1 | | | $ | 292.3 | | | $ | 179.6 | | | $ | 37.4 | | | $ | 163.3 | | | $ | 964.9 | | | $ | 1,008.2 | |

| Average Interest Rate | | | 6.97 | % | | | 5.27 | % | | | 6.50 | % | | | 6.13 | % | | | 4.88 | % | | | 5.18 | % | | | 6.00 | % | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable Rate | | $ | \- | | | $ | 6.0 | | | $ | \- | | | $ | 2.0 | | | $ | 20.9 | | | $ | \- | | | $ | 28.9 | | | $ | 28.3 | |

| Variable Rate | | $ | 400.0 | | | $ | 185.1 | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 585.1 | | | $ | 576.9 | |

| CAD Denominated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Unsecured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed Rate | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 141.2 | | | $ | 188.2 | | | $ | 329.4 | | | $ | 348.6 | |

| Variable Rate | | $ | \- | | | $ | 9.4 | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 9.4 | | | $ | 9.3 | |

| Average Interest Rate | | | \- | | | | 2.27 | % | | | \- | | | | \- | | | | \- | | | | \- | | | | 2.27 | % | | | | |

| MXN Denominated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable Rate | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 76.5 | | | $ | \- | | | $ | 76.5 | | | $ | 80.4 | |

| Average Interest Rate | | | \- | | | | \- | | | | \- | | | | \- | | | | 5.15 | % | | | \- | | | | 5.15 | % | | | | |

| CLP Denominated | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Secured Debt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable Rate | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 41.6 | | | $ | 41.6 | | | $ | 47.4 | |

| Canadian real estate joint venture investments (CAD) | | | 420.4 | | | $ | 395.8 | | | $ | 23.7 | |

| Peruvian real estate investments (Peruvian Nuevo Sol) | | | 15.6 | | | $ | 5.6 | | | $ | 0.1 | |

Based on the Company’s foreign investment balances at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $92.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $75.4 million.

During 2013, the Company began selling properties within its Latin American portfolio and the Company may, in the near term, substantially liquidate all of its investments in this portfolio which will require the then unrealized loss on foreign currency translation to be recognized as a charge against earnings.

Based on the Company’s foreign investment balances in Latin Americas at December 31, 2013, a favorable overall exchange rate fluctuation of 10% would decrease the aggregate CTA net loss balance by approximately $48.2 million, whereas, an unfavorable overall exchange rate fluctuation of 10% would increase the aggregate CTA net loss balance by approximately $39.4 million.

As of December 31, [removed: 2013,] [added: 2014,] the Company had interests in [removed: 852] [added: 754] shopping center properties (the “Combined Shopping Center Portfolio”), aggregating [removed: 124.5] [added: 109.5] million square feet of gross leasable area (“GLA”), and [removed: 575] [added: 533] other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling [removed: 13.2] [added: 11.7] million square feet of GLA, for a grand total of [removed: 1,427] [added: 1,287] properties aggregating [removed: 137.7] [added: 121.2] million square feet of GLA, located in [removed: 42] [added: 41] states, Puerto Rico, Canada, [removed: Mexico, Chile] [added: Mexico] and [removed: Peru.][added: Chile.]

As of December 31, [removed: 2013,] [added: 2014,] a total of [removed: 597] [added: 580] persons were employed by the Company.

The Company continued its geographic expansion with investments in Canada, Mexico, Chile, Brazil and [removed: Peru,] [added: Peru;] however during 2013, based upon a perceived change in market [removed: conditions] [added: conditions,] the Company began its efforts to exit its investments in [removed: Mexico,] [added: Mexico] and South America.

| | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Mexico | | $ | [removed: 49.5] [added: 29.4] | | | $ | [removed: 47.3] [added: 49.5] | | | $ | [removed: 46.3] [added: 47.3] | |

| Brazil | | $ | [removed: 3.2] [added: \-] | | | $ | [removed: 3.8] [added: 3.2] | | | $ | 3.8 | |

| Peru | | $ | [removed: 0.4] [added: 0.1] | | | $ | 0.4 | | | $ | 0.4 | |

| Chile | | $ | [removed: 9.2] [added: 8.1] | | | $ | [removed: 7.4] [added: 9.2] | | | $ | [removed: 0.3] [added: 7.4] | |

| Mexico (Mexican Pesos “MXN”) | | | [removed: 673.8] [added: 382.3] | | | | [removed: 626.5] [added: 673.8] | | | | [removed: 570.2] [added: 626.5] | |

| Brazil (Brazilian Real) | | | [removed: 6.8] [added: \-] | | | | [removed: 7.2] [added: 6.8] | | | | [removed: 6.3] [added: 7.2] | |

| Peru (Peruvian Nuevo Sol) | | | [removed: 1.2] [added: 0.4] | | | | [removed: 1.1] [added: 1.2] | | | | 1.1 | |

| Chile (Chilean Pesos “CLP”) | | | [removed: 4,464.7] [added: 4,485.9] | | | | [removed: 3,648.0] [added: 4,464.7] | | | | [removed: 144.7] [added: 3,648.0] | |

| Chile | | $ | [removed: 4.2] [added: (0.1] | [added: )] | | $ | [removed: 0.4] [added: 4.2] | | | $ | [removed: 0.9] [added: 0.4] | |

| Mexico (MXN) | | | [removed: 232.3] [added: (550.8] | [added: )] | | | [removed: 152.8] [added: 232.3] | | | | [removed: 123.5] [added: 152.8] | |

| Chile (CLP) | | | [removed: 2,141.2] [added: (55.3] | [added: )] | | | [removed: 194.2] [added: 2,141.2] | | | | [removed: 411.2] [added: 194.2] | |

The Company, through its taxable REIT subsidiaries (“TRS”), as permitted by the Tax Relief Extension Act of 1999, has [removed: been] [added: previously] engaged in various retail real estate related opportunities, including (i) ground-up development of neighborhood and community shopping centers and the subsequent sale thereof upon completion and (ii) retail real estate management and disposition services, which primarily focused on leasing and disposition strategies for real estate property interests of both healthy and distressed retailers.

[removed: Operating and] [added: Operating and] Investment Strategy

[added: The Company’s strategy is to be the premier owner and operator of neighborhood and community shopping centers through investments primarily in the U.S.] To achieve this strategy the Company is (i) striving to transform the quality of its portfolio by disposing of lesser quality assets and acquiring larger higher quality properties in key markets identified by the Company, (ii) simplifying its business by exiting [removed: Mexico,] [added: Mexico and] South America and reducing the number of joint venture investments and (iii) pursuing redevelopment opportunities within its portfolio to increase overall [removed: value.][added: value and certain development opportunities for long-term investment.]

The Company's neighborhood and community shopping center properties are designed to attract local area customers and are typically anchored by a [added: supermarket, a] discount department store, a [removed: supermarket] [added: home improvement center] or a drugstore tenant offering day-to-day necessities rather than high-priced luxury items.

As of December 31, [removed: 2013,] [added: 2014,] no single neighborhood and community shopping center accounted for more than [removed: 1.7%] [added: 1.8%] of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than [removed: 1.3%] [added: 1.4%] of the Company’s total shopping center GLA.

At December 31, [removed: 2013,] [added: 2014,] the Company’s five largest tenants were TJX Companies, The Home Depot, Wal-Mart, [added: Kohl’s and] Bed Bath & Beyond [removed: and Kohl’s] which represented [removed: 3.0%, 2.8%, 2.3%,] [added: 3.3%, 2.4%, 1.8%,] 1.8% and [removed: 1.7%,] [added: 1.8%,] respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

By the fourth quarter of 2014, the Company had substantially liquidated its investments in Mexico, Brazil and Peru.

| Canada | | $ | 49.3 | | | $ | 46.6 | | | $ | 45.7 | |

| Mexico (2014 includes the release of cumulative foreign currency translation adjustment “CTA”) | | $ | (3.7 | ) | | $ | 98.1 | | | $ | 15.0 | |

| Canada (Canadian dollars) | | | 54.6 | | | | 48.0 | | | | 46.0 | |

The Company has an active capital recycling program and during the second quarter of 2014, the Company implemented a plan to accelerate the disposition of certain U.S. properties.

This plan effectively shortened the Company’s anticipated hold period for these properties and as such caused the Company to recognize impairment charges on certain consolidated operating properties to reflect their estimated fair values.

If the Company accepts sales prices for these assets that are less than their net carrying values, the Company would be required to take additional impairment charges.

| Canada | | $ | 46.1 | | | $ | 45.4 | | | $ | 21.3 | |

| Mexico | | $ | 98.1 | | | $ | 15.0 | | | $ | 11.9 | |

| Canada (Canadian dollars) | | | 47.5 | | | | 44.4 | | | | 19.7 | |

The Company’s strategy is to be the premier owner and operator of neighborhood and community shopping centers through investments primarily in the U.S. and Canada.

This strategy entailed a shift away from non-retail assets.

These investments included non-retail preferred equity investments, marketable securities, mortgages on non-retail properties and several urban mixed-use properties.

As of December 31, 2013, the Company had substantially completed the sale of these non-retail assets.

The Company also has an active capital recycling program of selling retail assets deemed non-strategic and properties within the Company’s Latin American portfolio.

The Company is [removed: cooperating] [added: responding to the subpoena and intends to cooperate] fully with the SEC in this matter.

10-K 1 [removed: kim20131231_10k.htm] [added: kim20141231_10k.htm] FORM 10-K

For the fiscal year ended December 31, [removed: 2013][added: 2014]

| Title of each class | | Name of each exchange on [added: which registered] |

| Depositary Shares, each representing one-hundredth of a share of 6.90% Class H Cumulative Redeemable [added: Preferred Stock, par value $1.00 per share.] | | [added: New York Stock Exchange] |

| [added: Depositary Shares, each representing one-thousandth of a share of 6.00% Class I Cumulative Redeemable] Preferred Stock, par value $1.00 per share. | | New York Stock Exchange |

| Depositary Shares, each representing one-thousandth of a share of [removed: 6.00%] [added: 5.50%] Class [removed: I] [added: J] Cumulative Redeemable [added: Preferred Stock, par value $1.00 per share.] | | [added: New York Stock Exchange] |

| [added: Depositary Shares, each representing one-thousandth of a share of 5.625% Class K Cumulative Redeemable] Preferred Stock, par value $1.00 per share. | | New York Stock Exchange |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $9.5] [added: $9.1] billion based upon the closing price on the New York Stock Exchange for such equity on June 30, [removed: 2013.][added: 2014.]

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 [removed: 6, 2014.][added: 5, 2015.]

Index to Exhibits begins on page [removed: 38.][added: 37.]

| 1B. | Unresolved Staff Comments | [removed: 11] [added: 12] |

| 2. | Properties | [removed: 11] [added: 12] |

| 5. | Market for Registrant's Common [removed: Equity, Related] [added: Equity,Related] Stockholder Matters and Issuer Purchases of Equity Securities | 14 |

| 7A. | Quantitative and Qualitative Disclosures About Market Risk | [removed: 35] [added: 34] |

| 8. | Financial Statements and Supplementary Data | [removed: 36] [added: 35] |

| 9. | Changes in and Disagreements With Accountants on Accounting [removed: and Financial] [added: andFinancial] Disclosure | [removed: 36] [added: 35] |

| 9A. | Controls and Procedures | [removed: 36] [added: 35] |

| 9B. | Other Information | [removed: 36] [added: 35] |

| 10. | Directors, Executive Officers and Corporate Governance | [removed: 36] [added: 35] |

| 11. | Executive Compensation | [removed: 37] [added: 36] |

| 12. | Security Ownership of Certain Beneficial Owners [removed: and Management] [added: andManagement] and Related Stockholder Matters | [removed: 37] [added: 36] |

| 13. | Certain Relationships and Related Transactions, and [removed: Director Independence] [added: DirectorIndependence] | [removed: 37] [added: 36] |

| 14. | Principal Accounting Fees and Services | [removed: 37] [added: 36] |

| 15. | Exhibits, Financial Statement Schedules | [removed: 37] [added: 36] |

Factors which may cause actual results to differ materially from current expectations include, but are not limited to (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on [removed: terms] favorable [added: terms] to the Company, (iv) the Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations, (vi) the level and volatility of interest rates and foreign currency exchange [removed: rates,] [added: rates and managements’ ability to estimate the impact thereof,] (vii) risks related to [removed: our] [added: the Company’s] international operations, (viii) the availability of suitable [removed: acquisition] [added: acquisition, disposition, development] and [removed: disposition opportunities,] [added: redevelopment opportunities , and risks related to acquisitions not performing in accordance with our expectations,] (ix) valuation and risks related to [removed: our] [added: the Company’s] joint venture and preferred equity investments, (x) valuation of marketable securities and other investments, (xi) increases in operating costs, (xii) changes in the dividend policy for the Company’s common stock, (xiii) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center, (xiv) impairment [removed: charges and] [added: charges,] (xv) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and (xvi) the risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in this Form 10-K and in the Company’s other filings with the SEC.

You are [removed: advised, however,] [added: advised] to [removed: consult] [added: refer to] any further disclosures the Company makes or related subjects in the Company’s reports on Form 10-Q and Form 8-K that the Company files with the Securities and Exchange Commission (“SEC”).

412,577,958 shares as of February 25, 2015.

Page 1 of 153

| | | which registered |

| | | |

| | | |

| | | |

| | | |

| Depositary Shares, each representing one-thousandth of a share of 5.50% Class J Cumulative Redeemable | | |

| Preferred Stock, par value $1.00 per share. | | New York Stock Exchange |

| Depositary Shares, each representing one-thousandth of a share of 5.625% Class K Cumulative Redeemable | | |

| Preferred Stock, par value $1.00 per share. | | New York Stock Exchange |

409,772,726 shares as of February 13, 2014.

_Real Estate Portfolio._ As of December 31, [removed: 2013,] [added: 2014,] the Company had interests in [removed: 852] [added: 754] shopping center properties (the “Combined Shopping Center Portfolio”) aggregating [removed: 124.5] [added: 109.5] million square feet of gross leasable area (“GLA”) and [removed: 575] [added: 533] other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling [removed: 13.2] [added: 11.7] million square feet of GLA, for a grand total of [removed: 1,427] [added: 1,287] properties aggregating [removed: 137.7] [added: 121.2] million square feet of GLA, located in [removed: 42] [added: 41] states, Puerto Rico, Canada, Mexico and [removed: South America.][added: Chile.]

As of December 31, [removed: 2013,] [added: 2014,] the Company’s Combined Shopping Center Portfolio was [removed: 94.6%] [added: 95.6%] leased.

The Company's neighborhood and community shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of [removed: 137,723] [added: 145,226] square feet as of December 31, [removed: 2013.][added: 2014.]

During [removed: 2013,] [added: 2014,] the Company capitalized [removed: $11.4] [added: $22.2] million in connection with these property improvements and expensed to operations [removed: $29.3] [added: $33.8] million.

Some of the major national and regional companies that are tenants in the Company's shopping center properties include TJX Companies, The Home Depot, Wal-Mart, [added: Kohl’s,] Bed Bath & Beyond, [removed: Kohl’s,] Royal Ahold, [removed: Sears Corporation,] [added: Petsmart, Ross Stores,] Best [removed: Buy, Petsmart] [added: Buy] and [removed: Ross Stores.][added: Safeway.]

Minimum base rental revenues and operating expense reimbursements accounted for [removed: 97%] [added: 98%] and other revenues, including percentage rents, accounted for [removed: 3%] [added: 2%] of the Company's total revenues from rental property for the year ended December 31, [removed: 2013.][added: 2014.]

Approximately [removed: 23.9%] [added: 31.2%] of the Company's leases of consolidated properties also contain provisions requiring the payment of additional rent calculated as a percentage of tenants’ gross sales above predetermined thresholds.

Percentage rents accounted for less than 1% of the Company's revenues from rental property for the year ended December 31, [removed: 2013.][added: 2014.]

As of December 31, [removed: 2013,] [added: 2014,] the Company’s consolidated operating portfolio, comprised of [removed: 60.4] [added: 57.6] million square feet of GLA, was [removed: 94.0%] [added: 95.7%] leased.

The U.S. properties make up the majority of the Company’s consolidated operating portfolio consisting of [removed: 56.2] [added: 57.2] million of the total [removed: 60.4] [added: 57.6] million square feet.

For the period January 1, [removed: 2013] [added: 2014] to December 31, [removed: 2013,] [added: 2014,] the Company increased the average base rent per leased square foot, which includes the impact of tenant concessions, in its U.S. consolidated portfolio of neighborhood and community shopping centers from [removed: $12.18] [added: $12.61] to [removed: $12.61,] [added: $13.50,] an increase of [removed: $0.43.][added: $0.89.]

This increase primarily consists of (i) a [removed: $0.12] [added: $0.34] increase relating to acquisitions, (ii) a [removed: $0.21] [added: $0.31] increase relating to [added: dispositions, and (iii) an $0.24 increase relating to] new leases signed net of leases vacated and rent step-ups within the [removed: portfolio and (iii) a $0.10 increase relating to dispositions.][added: portfolio.]

The Company has a total of [removed: 6,445] [added: 5,569] leases in the U.S. consolidated operating portfolio.

| Year Ending December 31, | | [removed: |] Number of Leases Expiring | | | | Square Feet Expiring | | | | Total Annual Base Rent Expiring | | | | % of Gross Annual Rent | | |

During [removed: 2013,] [added: 2014,] the Company executed [removed: 947] [added: 872] leases totaling over [removed: 6.7] [added: 6.6] million square feet in the Company’s consolidated operating portfolio comprised of [removed: 400] [added: 354] new leases and [removed: 547] [added: 518] renewals and options.

The leasing costs associated with these leases are estimated to aggregate [removed: $47.6] [added: $45.4] million or [removed: $23.48] [added: $23.73] per square foot.

These costs include [removed: $38.2] [added: $35.9] million of tenant improvements and [removed: $9.4] [added: $9.5] million of leasing commissions.

The average rent per square foot on new leases was [removed: $14.91] [added: $16.68] and on renewals and options was [removed: $12.54.][added: $12.78.]

The Company has interests in [removed: 46] [added: 49] consolidated shopping center properties and interests in [removed: 20] [added: 24] shopping center properties in unconsolidated joint ventures 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.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (1) | | | 232 | | | | 687 | | | $ | 12,846 | | | | 1.8 | % |

| 2015 | | | 600 | | | | 3,167 | | | $ | 47,336 | | | | 6.5 | % |

| 2016 | | | 784 | | | | 6,134 | | | $ | 80,059 | | | | 11.0 | % |

| 2017 | | | 873 | | | | 7,432 | | | $ | 100,813 | | | | 13.8 | % |

| 2018 | | | 774 | | | | 6,241 | | | $ | 89,340 | | | | 12.2 | % |

| 2019 | | | 724 | | | | 6,123 | | | $ | 84,778 | | | | 11.6 | % |

| 2020 | | | 398 | | | | 4,531 | | | $ | 58,196 | | | | 8.0 | % |

| 2021 | | | 219 | | | | 2,602 | | | $ | 34,624 | | | | 4.7 | % |

| 2022 | | | 213 | | | | 2,290 | | | $ | 32,082 | | | | 4.4 | % |

| 2023 | | | 210 | | | | 2,343 | | | $ | 33,567 | | | | 4.6 | % |

| 2024 | | | 224 | | | | 3,228 | | | $ | 45,236 | | | | 6.2 | % |

| 2025 | | | 106 | | | | 1,530 | | | $ | 18,974 | | | | 2.6 | % |

The Company's management places a strong emphasis on sound construction and safety at its properties.

For the period January 1, 2013 to December 31, 2013, the Company’s average base rent per leased square foot in its Mexican consolidated portfolio of neighborhood and community shopping centers increased from $9.22 to $9.45, an increase of $0.23.

This increase primarily consists of (i) a $0.04 increase relating to development sites moved into occupancy in 2013, (ii) a $0.16 increase relating to new leases signed net of leases vacated and renewals within the portfolio and (iii) a $0.09 increase relating to dispositions, partially offset by (iv) the negative impact from changes in foreign currency exchange rates of $0.06.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (1) | | | | 204 | | | | 798 | | | $ | 11,876 | | | | 1.8 | % |

| 2014 | | | | 604 | | | | 3,250 | | | $ | 46,027 | | | | 6.9 | % |

| 2015 | | | | 695 | | | | 4,589 | | | $ | 62,833 | | | | 9.5 | % |

| 2016 | | | | 712 | | | | 5,480 | | | $ | 71,137 | | | | 10.7 | % |

| 2017 | | | | 754 | | | | 7,318 | | | $ | 91,473 | | | | 13.8 | % |

| 2018 | | | | 713 | | | | 6,183 | | | $ | 81,740 | | | | 12.3 | % |

| 2019 | | | | 377 | | | | 4,584 | | | $ | 54,583 | | | | 8.2 | % |

| 2020 | | | | 199 | | | | 2,712 | | | $ | 34,017 | | | | 5.1 | % |

| 2021 | | | | 180 | | | | 2,442 | | | $ | 29,638 | | | | 4.5 | % |

| 2022 | | | | 186 | | | | 2,264 | | | $ | 29,908 | | | | 4.5 | % |

| 2023 | | | | 187 | | | | 2,179 | | | $ | 30,143 | | | | 4.5 | % |

| 2024 | | | | 121 | | | | 3,051 | | | $ | 33,627 | | | | 5.1 | % |

Market Information There were no common stock offerings completed by the Company during the three-year period ended December 31, [removed: 2013.][added: 2014.]

| | | [removed: Stock Price] [added: Stock Price] | | | | | | | | | | |

| [removed: Period] [added: Period] | | [removed: High] [added: High] | | | | [removed: Low] [added: Low] | | | | [removed: Dividends] [added: Dividends] | | |

| Fourth Quarter | | $ | 21.83 | | | $ | 19.22 | | | [removed: $] | 0.225 [removed: (b)] | [added: (a)] |

| | (a) | Paid on January 15, [removed: 2013,] [added: 2014,] to stockholders of record on January 2, [removed: 2013.] [added: 2014.] |

| | (b) | Paid on January 15, [removed: 2014,] [added: 2015,] to stockholders of record on January 2, [removed: 2014.] [added: 2015.] |

Holders The number of holders of record of the Company's common stock, par value $0.01 per share, was [removed: 2,666] [added: 2,521] as of January 31, [removed: 2014.][added: 2015.]

The [removed: Company has determined that the] $0.84 dividend per common share paid during 2013 represented 46% ordinary income, a 36% return of capital and 18% capital gain to its stockholders.

The [removed: $0.76] [added: Company has determined that the $0.90] dividend per common share paid during [removed: 2012] [added: 2014] represented [removed: 72%] [added: 36%] ordinary income, a [removed: 23%] [added: 36%] return of capital and [removed: 5%] [added: 28%] capital gain to its stockholders.

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, [added: unsecured bank debt,] mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock.

The Company does not believe that the preferential rights available to the holders of its Class H Preferred Stock, Class I Preferred Stock, Class J Preferred Stock and Class K Preferred Stock, the financial covenants contained in its public bond indentures, as amended, [added: its term loan,] or its revolving credit agreements 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.

Total Stockholder Return Performance The following performance chart compares, over the five years ended December 31, [removed: 2013,] [added: 2014,] the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the S&P 500 Index and the cumulative total return of the NAREIT Equity REIT Total Return Index (the "NAREIT Equity Index") prepared and published by the National Association of Real Estate Investment Trusts ("NAREIT").

Stockholder return performance, presented quarterly for the five years ended December 31, [removed: 2013,] [added: 2014,] is not necessarily indicative of future results.

[removed: ][added: ]

| 2013: | | | | | | | | | | | | |

| 2014: | | | | | | | | | | | | |

| First Quarter | | $ | 22.70 | | | $ | 19.61 | | | $ | 0.225 | |

| Second Quarter | | $ | 23.63 | | | $ | 21.41 | | | $ | 0.225 | |

| Third Quarter | | $ | 23.82 | | | $ | 21.54 | | | $ | 0.225 | |

| Fourth Quarter | | $ | 26.04 | | | $ | 21.56 | | | | 0.24 | (b) |

Issuer Purchases of Equity Securities During the year ended December 31, 2014, the Company repurchased 128,147 shares in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock awards under the Company’s equity-based compensation plans.

The Company expended approximately $2.8 million to repurchase these shares.

| Period | | | | Total Number of Shares Purchased | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| January 1, 2014 | – | January 31, 2014 | | | 2,329 | | | $ | 20.01 | | | | \- | | | $ | \- | |

| February 1, 2014 | \- | February 28, 2014 | | | 83,826 | | | $ | 21.37 | | | | \- | | | | \- | |

| March 1, 2014 | \- | March 31, 2014 | | | 39,678 | | | $ | 22.01 | | | | \- | | | | \- | |

| April 1, 2014 | \- | April 30, 2014 | | | \- | | | $ | \- | | | | \- | | | | \- | |

| May 1, 2014 | \- | May 31, 2014 | | | 557 | | | $ | 22.73 | | | | \- | | | | \- | |

| June 1, 2014 | \- | June 30, 2014 | | | 302 | | | $ | 23.40 | | | | \- | | | | \- | |

| July 1, 2014 | – | July 31, 2014 | | | 789 | | | $ | 23.51 | | | | \- | | | | \- | |

| August 1, 2014 | – | August 31, 2014 | | | 666 | | | $ | 22.37 | | | | \- | | | | \- | |

| September 1, 2014 | – | December 31, 2014 | | | \- | | | $ | \- | | | | \- | | | | \- | |

| Total | | | | | 128,147 | | | $ | 22.13 | | | | \- | | | $ | \- | |

| 2012: | | | | | | | | | | | | |

| First Quarter | | $ | 19.90 | | | $ | 16.21 | | | $ | 0.19 | |

| Second Quarter | | $ | 19.96 | | | $ | 17.16 | | | $ | 0.19 | |

| Third Quarter | | $ | 21.16 | | | $ | 18.62 | | | $ | 0.19 | |

| Fourth Quarter | | $ | 20.95 | | | $ | 18.11 | | | $ | 0.21 (a) | |

| 2013: | | | | | | | | | | | | |

| | | [removed: Year] [added: Year] ended December 31, [removed: (2)] [added: (2)] | | | | | | | | | | | | | | | | | | |

| | | [added: 2014] | [added: | | |] 2013 | | | | 2012 | | | | 2011 | | | | 2010 | | | [removed: | 2009 | |]

| | | [removed: |] (in thousands, except per share information) | | | | | | | | | | | | | | | | | | [added: |]

| Early extinguishment of debt charges | | $ | \- | | | $ | \- | | | $ | \- | | | $ | [removed: 10,811] [added: \-] | | | $ | [removed: \-] [added: 10,811] | |

| Gain on sale of development properties | | $ | \- | | | $ | \- | | | $ | [removed: 12,074] [added: \-] | | | $ | [removed: 2,080] [added: 12,074] | | | $ | [removed: 5,751] [added: 2,080] | |

| Gain on sale of operating properties, net of tax (3) | | $ | [removed: 1,432] [added: 389] | | | $ | [removed: 4,299] [added: 1,432] | | | $ | [removed: 108] [added: 4,299] | | | $ | [removed: 2,377] [added: 108] | | | $ | [removed: 3,611] [added: 2,377] | |

| Impairment charges (5) | | $ | [removed: 91,404] [added: 39,808] | | | $ | [removed: 10,289] [added: 32,247] | | | $ | [removed: 13,077] [added: 10,289] | | | $ | [removed: 32,661] [added: 13,077] | | | $ | [removed: 126,133] [added: 32,661] | |

| [removed: Income/(loss)] [added: Income] per common share, from continuing operations: | | | | | | | | | | | | | | | | | | | | |

| Basic | | | [removed: 407,631] [added: 409,088] | | | | [removed: 405,997] [added: 407,631] | | | | [removed: 406,530] [added: 405,997] | | | | [removed: 405,827] [added: 406,530] | | | | [removed: 350,077] [added: 405,827] | |

| Diluted | | | [removed: 408,614] [added: 411,038] | | | | [removed: 406,689] [added: 408,614] | | | | [removed: 407,669] [added: 406,689] | | | | [removed: 406,201] [added: 407,669] | | | | [removed: 350,077] [added: 406,201] | |

| Cash dividends declared per common share | | $ | [removed: 0.855] [added: 0.915] | | | $ | [removed: 0.78] [added: 0.855] | | | $ | [removed: 0.73] [added: 0.78] | | | $ | [removed: 0.66] [added: 0.73] | | | $ | [removed: 0.72] [added: 0.66] | |

| | | [removed: December 31,] [added: December 31,] | | | | | | | | | | | | | | | | | | |

| Real estate, before accumulated depreciation | | $ | [removed: 9,123,344] [added: 10,018,226] | | | $ | [removed: 8,947,287] [added: 9,123,344] | | | $ | [removed: 8,771,257] [added: 8,947,287] | | | $ | [removed: 8,592,760] [added: 8,771,257] | | | $ | [removed: 8,882,341] [added: 8,592,760] | |

| Total assets | | $ | [removed: 9,663,630] [added: 10,285,728] | | | $ | [removed: 9,751,234] [added: 9,663,630] | | | $ | [removed: 9,628,762] [added: 9,751,234] | | | $ | [removed: 9,833,875] [added: 9,628,762] | | | $ | [removed: 10,183,079] [added: 9,833,875] | |

| Total debt | | $ | [removed: 4,221,401] [added: 4,620,298] | | | $ | [removed: 4,195,317] [added: 4,221,401] | | | $ | [removed: 4,114,385] [added: 4,195,317] | | | $ | [removed: 4,058,987] [added: 4,114,385] | | | $ | [removed: 4,434,383] [added: 4,058,987] | |

| Total stockholders' equity | | $ | [removed: 4,632,417] [added: 4,774,785] | | | $ | [removed: 4,765,160] [added: 4,632,417] | | | $ | [removed: 4,686,386] [added: 4,765,160] | | | $ | [removed: 4,935,842] [added: 4,686,386] | | | $ | [removed: 4,852,973] [added: 4,935,842] | |

| Cash flow provided by operations | | $ | [removed: 570,035] [added: 629,343] | | | $ | [removed: 479,054] [added: 570,035] | | | $ | [removed: 448,613] [added: 479,054] | | | $ | [removed: 479,935] [added: 448,613] | | | $ | [removed: 403,582] [added: 479,935] | |

| Cash flow provided by/(used for) investing activities | | $ | [removed: 72,235] [added: 126,705] | | | $ | [removed: (51,000] [added: 72,235] | [removed: )] | | $ | [removed: (20,760] [added: (51,000] | ) | | $ | [removed: 37,904] [added: (20,760] | [added: )] | | $ | [removed: (343,236] [added: 37,904] | [removed: )] |

| Cash flow used for financing activities | | $ | [removed: (635,377] [added: (717,494] | ) | | $ | [removed: (399,061] [added: (635,377] | ) | | $ | [removed: (440,125] [added: (399,061] | ) | | $ | [removed: (514,743] [added: (440,125] | ) | | $ | [removed: (74,465] [added: (514,743] | ) |

| (2) | All years have been adjusted to reflect the impact of operating properties sold during the years ended December 31, [added: 2014,] 2013, 2012, [removed: 2011, 2010 and 2009] [added: 2011] and [removed: properties classified as held for sale as of December 31, 2013,] [added: 2010,] which are reflected in discontinued operations in the Consolidated Statements of Income. |

| Revenues from rental properties (1) | | $ | 958,888 | | | $ | 825,210 | | | $ | 755,851 | | | $ | 698,211 | | | $ | 673,367 | |

| Interest expense (3) | | $ | 203,759 | | | $ | 212,240 | | | $ | 223,736 | | | $ | 219,599 | | | $ | 219,766 | |

| Depreciation and amortization (3) | | $ | 258,074 | | | $ | 224,713 | | | $ | 214,827 | | | $ | 197,956 | | | $ | 188,706 | |

| Provision for income taxes, net (4) | | $ | 22,438 | | | $ | 32,654 | | | $ | 15,603 | | | $ | 24,928 | | | $ | 6,279 | |

| Income from continuing operations (6) | | $ | 375,133 | | | $ | 276,884 | | | $ | 172,760 | | | $ | 100,059 | | | $ | 65,091 | |

| Basic | | $ | 0.77 | | | $ | 0.53 | | | $ | 0.19 | | | $ | 0.10 | | | $ | 0.03 | |

| Diluted | | $ | 0.77 | | | $ | 0.53 | | | $ | 0.19 | | | $ | 0.10 | | | $ | 0.03 | |

| | | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | | | 2010 | | |

| Revenues from rental properties (1) | | $ | 910,356 | | | $ | 836,881 | | | $ | 779,156 | | | $ | 744,342 | | | $ | 675,596 | |

| Interest expense (3) | | $ | 213,911 | | | $ | 225,710 | | | $ | 221,678 | | | $ | 221,930 | | | $ | 204,396 | |

| Depreciation and amortization (3) | | $ | 247,537 | | | $ | 236,923 | | | $ | 218,260 | | | $ | 204,969 | | | $ | 198,446 | |

| Benefit for income taxes, net (4) | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 18,315 | |

| Provision for income taxes, net (4) | | $ | 34,520 | | | $ | 16,922 | | | $ | 25,789 | | | $ | 7,001 | | | $ | \- | |

| Income/(loss) from continuing operations (6) | | $ | 249,742 | | | $ | 203,303 | | | $ | 131,284 | | | $ | 105,099 | | | $ | (41,713 | ) |

| Basic | | $ | 0.47 | | | $ | 0.27 | | | $ | 0.18 | | | $ | 0.10 | | | $ | (0.17 | ) |

| Diluted | | $ | 0.47 | | | $ | 0.27 | | | $ | 0.18 | | | $ | 0.10 | | | $ | (0.17 | ) |

| | | 2013 | | | | 2012 | | | | 2011 | | | | 2010 | | | | 2009 | | |

| | | | | | | | | | | | | | | | | | | | | |

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, [removed: 2013,] [added: 2014,] to which this report relates, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the [removed: _Internal] [added: _I__nternal] Control - Integrated Framework_ [removed: (_1992)_] [added: (_2013)_] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in _Internal [removed: Control-Integrated Framework (1992)_,] [added: Control - Integrated Framework_ _(2013)_,] our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2013.][added: 2014.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Corporate Governance,” “Committees of the Board of Directors” and [removed: “Section] [added: “Other Matters—Section] 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement.

We have adopted a Code of [added: Business Conduct and] Ethics that applies to all [removed: employees.][added: employees (the “Code of Ethics”).]

| Item 15. | Exhibits, Financial Statement Schedules | | |

| --- | --- | --- | --- |

| | | | |

| | | | Form10-K Report Page |

| (a) 1. | Financial Statements – The following consolidated financial information is included as a separate section of this annual report on Form 10-K. | | |

| | | | |

| | Report of Independent Registered Public Accounting Firm | | 42 |

| | | | |

| | Consolidated Financial Statements | | |

| | | | |

| | Consolidated Balance Sheets as of December 31, 2013 and 2012 | | 43 |

| | | | |

| | Consolidated Statements of Income for the years ended December 31, 2013, 2012 and 2011 | | 44 |

| | | | |

| | Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 | | 45 |

| | | | |

| | Consolidated Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011 | | 46 |

| | | | |

| | Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 | | 47 |

| | | | |

| | Notes to Consolidated Financial Statements | | 48 |

| | | | |

| 2 | . Financial Statement Schedules - | | |

| | | | |

| | Schedule II - | Valuation and Qualifying Accounts | 94 |

| | Schedule III - | Real Estate and Accumulated Depreciation | 95 |

| | Schedule IV - | Mortgage Loans on Real Estate | 102 |

| | | | |

| | All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule. | | |

| | | | |

| 3. | Exhibits - | | |

| | | | |

| | The exhibits listed on the accompanying Index to Exhibits are filed as part of this report. | | 38 |

INDEX TO EXHIBITS

| | | Incorporated by Reference | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | Page Number |

| 3.1(a) | Articles of Restatement of the Company, dated January 14, 2011 | 10-K | 1-10899 | 02/28/11 | 3.1(a) | | |

| 3.1(b) | Articles Supplementary of the Company dated November 8, 2010 | 10-K | 1-10899 | 02/28/11 | 3.1(b) | | |

| 3.2(a) | Amended and Restated By-laws of the Company, dated February 25, 2009 | 10-K | 1-10899 | 02/27/09 | 3.2 | | |

| | | | Form10-K Report Page |

| --- | --- | --- | --- |

| (a) 1. | Financial Statements – The following consolidated financial information is included as a separate section of this annual report on Form 10-K. | | |

| | | | |

| | Report of Independent Registered Public Accounting Firm | | 42 |

| | | | |

| | Consolidated Financial Statements | | |

| | | | |

| | Consolidated Balance Sheets as of December 31, 2014 and 2013 | | 43 |

| | | | |

| | Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012 | | 44 |

| | | | |

| | Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012 | | 45 |

| | | | |

| | Consolidated Statements of Changes in Equity for the years ended December 31, 2014, 2013 and 2012 | | 46 |

| | | | |

| | Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 | | 47 |

| | | | |

| | Notes to Consolidated Financial Statements | | 48 |

| | | | |

| 2 | . Financial Statement Schedules - | | |

| | | | |

| | Schedule II - | Valuation and Qualifying Accounts | 96 |

| | Schedule III - | Real Estate and Accumulated Depreciation | 97 |

| | Schedule IV - | Mortgage Loans on Real Estate | 99 |

| | | | |

| | All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule. | | |

| | | | |

| 3. | Exhibits - | | |

| | | | |

| | The exhibits listed on the accompanying Index to Exhibits are filed as part of this report. | | 37 |

INDEX TO EXHIBITS

| | | Incorporated by Reference | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | Exhibit Description | Form | File No. | Date of Filing | Exhibit Number | Filed Herewith | Page Number |

| 3.1(a) | Articles of Restatement of Kimco Realty Corporation, dated January 14, 2011 | 10-K | 1-10899 | 02/28/11 | 3.1(a) | | |

| 3.1(b) | Amendment to Articles of Restatement of Kimco Realty Corporation dated May 8, 2014 | \- | \- | \- | \- | X | 100 |

| 3.1(c) | Articles Supplementary of Kimco Realty Corporation dated November 8, 2010 | 10-K | 1-10899 | 02/28/11 | 3.1(b) | | |

| 3.1(d) | Articles Supplementary of Kimco Realty Corporation, dated March 12, 2012 | 8-A12B | 1-10899 | 03/13/12 | 3.2 | | |

| 3.1(e) | Articles Supplementary of Kimco Realty Corporation, dated July 17, 2012 | 8-A12B | 1-10899 | 07/18/12 | 3.2 | | |

| Consolidated Balance Sheets as of December 31, [removed: 2013] [added: 2014] and [removed: 2012] [added: 2013] | | 43 |

| Consolidated Statements of Income for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] | | 44 |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] | | 45 |

| Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] | | 46 |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] | | 47 |

| II. | Valuation and Qualifying Accounts | [removed: 94] [added: 96] |

| III. | Real Estate and Accumulated Depreciation | [removed: 95] [added: 97] |

| IV. | Mortgage Loans on Real Estate | [removed: 102] [added: 99] |

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Kimco Realty Corporation and its subsidiaries (the "Company") at December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2013] [added: 2014] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in [removed: _Internal] [added: Internal] Control - Integrated Framework [removed: (1992)_] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

| | | [removed: December] [added: December] 31, [removed: 2013] [added: 2014] | | | | [removed: December] [added: December] 31, [removed: 2012] [added: 2013] | | |

| Land | | $ | [removed: 2,072,099] [added: 2,365,800] | | | $ | [removed: 2,024,300] [added: 2,072,099] | |

| Building and improvements | | | [removed: 6,953,427] [added: 7,520,095] | | | | [removed: 6,825,724] [added: 6,953,427] | |

| Less: accumulated depreciation and amortization | | | [removed: (1,878,681] [added: (1,955,406] | ) | | | [removed: (1,745,462] [added: (1,878,681] | ) |

| Real estate under development | | | [removed: 97,818] [added: 132,331] | | | | [removed: 97,263] [added: 97,818] | |

| Real estate, net | | | [removed: 7,244,663] [added: 8,062,820] | | | | [removed: 7,201,825] [added: 7,244,663] | |

| Investments and advances in real estate joint ventures | | | [removed: 1,257,010] [added: 1,037,218] | | | | [removed: 1,428,155] [added: 1,257,010] | |

| Other real estate investments | | | [removed: 274,641] [added: 266,157] | | | | [removed: 317,557] [added: 274,641] | |

| Mortgages and other financing receivables | | | [removed: 30,243] [added: 74,013] | | | | [removed: 70,704] [added: 30,243] | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | | 148,768 | | | | 141,875 | | [added: | | 112,882 | |]

| Marketable securities | | | [removed: 62,766] [added: 90,235] | | | | [removed: 36,541] [added: 62,766] | |

| Accounts and notes receivable | | | [removed: 164,326] [added: 172,386] | | | | [removed: 171,540] [added: 164,326] | |

| Deferred charges and prepaid expenses | | | [removed: 175,698] [added: 182,630] | | | | [removed: 171,373] [added: 175,698] | |

| Other assets | | | [removed: 305,515] [added: 212,947] | | | | [removed: 211,664] [added: 305,515] | |

| Total assets | | $ | [removed: 9,663,630] [added: 10,285,728] | | | $ | [removed: 9,751,234] [added: 9,663,630] | |

| Notes payable | | $ | [removed: 3,186,047] [added: 3,192,167] | | | $ | [removed: 3,192,127] [added: 3,186,047] | |

| Mortgages payable | | | [removed: 1,035,354] [added: 1,428,131] | | | | [removed: 1,003,190] [added: 1,035,354] | |

| Accounts payable and accrued expenses | | | [removed: 124,290] [added: 129,509] | | | | [removed: 111,881] [added: 124,290] | |

| Dividends payable | | | [removed: 104,496] [added: 111,143] | | | | [removed: 96,518] [added: 104,496] | |

| Other liabilities | | | [removed: 357,764] [added: 431,533] | | | | [removed: 333,962] [added: 357,764] | |

| Total liabilities | | | [removed: 4,807,951] [added: 5,292,483] | | | | [removed: 4,737,678] [added: 4,807,951] | |

| Redeemable noncontrolling interests | | | [removed: 86,153] [added: 91,480] | | | | [removed: 81,076] [added: 86,153] | |

| Preferred stock, $1.00 par value, authorized [removed: 5,961,200] [added: 5,959,100] shares 102,000 shares issued and outstanding (in series), Aggregate liquidation preference $975,000 | | | 102 | | | | 102 | |

| Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding [removed: 409,731,058] [added: 411,819,818] and [removed: 407,782,102] [added: 409,731,058] shares, respectively | | | [removed: 4,097] [added: 4,118] | | | | [removed: 4,078] [added: 4,097] | |

| Paid-in capital | | | [removed: 5,689,258] [added: 5,732,021] | | | | [removed: 5,651,170] [added: 5,689,258] | |

| Cumulative distributions in excess of net income | | | [removed: (996,058] [added: (1,006,578] | ) | | | [removed: (824,008] [added: (996,058] | ) |

| Accumulated other comprehensive income | | | [removed: (64,982] [added: 45,122] | [removed: )] | | | [removed: (66,182] [added: (64,982] | ) |

| Total stockholders' equity | | | [removed: 4,632,417] [added: 4,774,785] | | | | [removed: 4,765,160] [added: 4,632,417] | |

| Noncontrolling interests | | | [removed: 137,109] [added: 126,980] | | | | [removed: 167,320] [added: 137,109] | |

| Total equity | | | [removed: 4,769,526] [added: 4,901,765] | | | | [removed: 4,932,480] [added: 4,769,526] | |

February 27, 2015

| | | | 9,885,895 | | | | 9,025,526 | |

| | | | 7,930,489 | | | | 7,146,845 | |

| Cash and cash equivalents | | | 187,322 | | | | 148,768 | |

| Revenues from rental properties | | $ | 958,888 | | | $ | 825,210 | | | $ | 755,851 | |

| Total revenues | | | 993,897 | | | | 861,527 | | | | 793,373 | |

| Real estate taxes | | | 124,670 | | | | 108,746 | | | | 101,820 | |

| Operating and maintenance | | | 119,697 | | | | 99,405 | | | | 92,409 | |

| Depreciation and amortization | | | 258,074 | | | | 224,713 | | | | 214,827 | |

| Total operating expenses | | | 683,582 | | | | 612,061 | | | | 560,457 | |

| Operating income | | | 310,315 | | | | 249,466 | | | | 232,916 | |

| Interest expense | | | (203,759 | ) | | | (212,240 | ) | | | (223,736 | ) |

| Income from continuing operations | | | 384,506 | | | | 288,454 | | | | 178,002 | |

| \-Basic | | $ | 0.77 | | | $ | 0.53 | | | $ | 0.19 | |

| \-Diluted | | $ | 0.77 | | | $ | 0.53 | | | $ | 0.19 | |

| Income from continuing operations | | $ | 316,839 | | | $ | 218,590 | | | $ | 79,360 | |

| Dividends ($0.78 per common share; $1.0344 per Class F Depositary Share, $1.5016 per Class G Depositary Share, $1.725 per Class H Depositary Share, $1.1708 per Class I Depositary Share, $0.5958 per Class J Depositary Share, and $0.0938 per Class K Depositary Share, respectively) | | | (387,082 | ) | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (387,082 | ) | | | \- | | | | (387,082 | ) |

| Net income attributable to the Company | | | 424,001 | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 424,001 | | | | 11,879 | | | | 435,880 | |

| Issuance of common stock | | | \- | | | | \- | | | | \- | | | | \- | | | | 805 | | | | 8 | | | | 14,039 | | | | 14,047 | | | | \- | | | | 14,047 | |

| Surrender of restricted stock | | | \- | | | | \- | | | | \- | | | | \- | | | | (190 | ) | | | (2 | ) | | | (4,049 | ) | | | (4,051 | ) | | | \- | | | | (4,051 | ) |

| Acquisition of noncontrolling interests | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (294 | ) | | | (294 | ) | | | (766 | ) | | | (1,060 | ) |

| Balance, December 31, 2014 | | $ | (1,006,578 | ) | | $ | 45,122 | | | | 102 | | | $ | 102 | | | | 411,820 | | | $ | 4,118 | | | $ | 5,732,021 | | | $ | 4,774,785 | | | $ | 126,980 | | | $ | 4,901,765 | |

| Equity award expense | | | 17,879 | | | | 18,897 | | | | 17,907 | |

| Acquisition of real estate under development | | | (65,724 | ) | | | \- | | | | \- | |

| (including certain identified intangible assets) | | lives, whichever is shorter |

| | | 2014 | | | | 2013 | | | | 2012 | | |

| Income from continuing operations | | $ | 384,506 | | | $ | 288,454 | | | $ | 178,002 | |

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued and provide related disclosures.

ASU 2014-15 is effective for annual periods ending after December 15, 2016 and interim periods thereafter, early adoption is permitted.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09").

ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services.

In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”).

The amendments in ASU 2014-08 change the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements.

The amendments in ASU 2014-08 are effective for fiscal years beginning after December 15, 2014.

Early adoption is permitted.

The Company will adopt ASU 2014-08 beginning in its fiscal year 2015 and appropriately apply the guidance to prospective disposals of its shopping center properties.

The Company believes that a significant portion of its shopping center disposals in the ordinary course of business will not qualify for discontinued operations presentation under this new standard.

| | | 2014 | | | | 2013 | | |

| | | | 9,885,895 | | | | 9,025,526 | |

| | | |

| | | |

February 26, 2014

| | | | 9,025,526 | | | | 8,850,024 | |

| | | | 7,146,845 | | | | 7,104,562 | |

| | | | | | | | | | | | | |

| Revenues from rental properties | | $ | 910,356 | | | $ | 836,881 | | | $ | 779,156 | |

| Total revenues | | | 946,673 | | | | 874,403 | | | | 814,477 | |

| Real estate taxes | | | 117,563 | | | | 110,747 | | | | 104,451 | |

| Operating and maintenance | | | 115,151 | | | | 107,204 | | | | 102,538 | |

| Depreciation and amortization | | | 247,537 | | | | 236,923 | | | | 218,260 | |

| Total operating expenses | | | 721,171 | | | | 607,855 | | | | 576,697 | |

| Operating income | | | 225,502 | | | | 266,548 | | | | 237,780 | |

| Other expense, net | | | (533 | ) | | | (7,687 | ) | | | (4,010 | ) |

| Interest expense | | | (213,911 | ) | | | (225,710 | ) | | | (221,678 | ) |

| Gain on sale of development properties | | | \- | | | | \- | | | | 12,074 | |

| Income from continuing operations | | | 261,683 | | | | 210,073 | | | | 141,416 | |

| \-Basic | | $ | 0.47 | | | $ | 0.27 | | | $ | 0.18 | |

| \-Diluted | | $ | 0.47 | | | $ | 0.27 | | | $ | 0.18 | |

| Income from continuing operations | | $ | 191,448 | | | $ | 109,903 | | | $ | 71,921 | |

| Balance, January 1, 2011 | | $ | (515,164 | ) | | $ | (23,853 | ) | | | 954 | | | $ | 954 | | | | 406,424 | | | $ | 4,064 | | | $ | 5,469,841 | | | $ | 4,935,842 | | | $ | 225,444 | | | $ | 5,161,286 | |

| Net income attributable to the Company | | | 169,051 | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 169,051 | | | | 13,039 | | | | 182,090 | |

| Dividends ($0.73 per Common Share; $1.6625 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class F Depositary Share, $1.9375 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class G Depositary Share and $1.7250 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class H Depositary Share, respectively) | | | (356,886 | ) | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (356,886 | ) | | | \- | | | | (356,886 | ) |

| Issuance of common stock | | | \- | | | | \- | | | | \- | | | | \- | | | | 438 | | | | 5 | | | | 4,936 | | | | 4,941 | | | | \- | | | | 4,941 | |

| Surrender of common stock | | | \- | | | | \- | | | | \- | | | | \- | | | | (34 | ) | | | (2 | ) | | | (579 | ) | | | (581 | ) | | | \- | | | | (581 | ) |

| Acquisition of noncontrolling interests | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 4,452 | | | | 4,452 | | | | (23,637 | ) | | | (19,185 | ) |

| Dividends ($0.78 per common share; $1.0344 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class F Depositary Share, $1.5016 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class G Depositary Share, $1.725 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class H Depositary Share, $1.1708 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class I Depositary Share, $0.5958 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class J Depositary Share, and $0.0938 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class K Depositary Share, respectively) | | | (387,082 | ) | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (387,082 | ) | | | \- | | | | (387,082 | ) |

| Class H Depositary Share, $1.5000 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class I Depositary Share, $1.3750 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class K Depositary Share, respectively) | | | (408,331 | ) | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (408,331 | ) | | | \- | | | | (408,331 | ) |

| Gain on sale of development properties | | | \- | | | | \- | | | | (12,074 | ) |