Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends, should not be taken as indicative of future operations.

Critical Accounting Policies

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 FASB Accounting Standards Codification (“ASC”). The Company applies these provisions to each of its joint venture investments to determine whether the cost, equity or consolidation method of accounting is appropriate. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates are based on, but not limited to, historical results, industry standards and current economic conditions, giving due consideration to materiality. The most significant assumptions and estimates relate to revenue recognition and the recoverability of trade accounts receivable, depreciable lives, valuation of real estate and intangible assets and liabilities, valuation of joint venture investments and other investments, realizability of deferred tax assets and uncertain tax positions. Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could materially differ from these estimates.

The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate properties, investments in joint ventures, marketable securities and other investments. The Company’s reported net earnings are directly affected by management’s estimate of impairments.

Revenue Recognition and Accounts Receivable

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

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

Real Estate

The Company’s investments in real estate properties are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.

Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases, and tenant relationships, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on a market approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company elected to early adopt ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business at the beginning of its fiscal year ended December 31, 2017, including its interim periods within the year, and appropriately applied the guidance to its asset acquisitions of operating properties, which included the capitalization of acquisition costs.

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

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

The Company is required to make subjective assessments as to the useful lives of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on the Company’s net earnings.

On a continuous basis, management assesses whether there are any indicators, including property operating 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 anticipated hold period is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to reflect the estimated fair value of the property.

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

Investments in Unconsolidated Joint Ventures

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

The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint venture partners in open-air shopping center properties, consistent with its core business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses to the amount of its equity investment, and, due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk. From time to time the joint ventures will obtain unsecured debt, which may be guaranteed by the joint venture. The Company’s exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments.

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

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

Realizability of Deferred Tax Assets and Uncertain Tax Positions

The Company is subject to federal, state and local income taxes on the income from its activities relating to its TRS activities and subject to local taxes on certain non-U.S. investments. The Company accounts for income taxes using the asset and liability method, which requires that deferred tax assets and liabilities be recognized based on future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted.

A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if based on the evidence available, it is more likely than not (a likelihood of more than 50 percent) that some portion or all of the deferred tax assets will not be realized. The valuation allowance, which requires significant judgement from management, should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The Company’s reported net earnings are directly affected by management’s judgement in determining a valuation allowance.

The Company recognizes and measures benefits for uncertain tax positions, which requires significant judgment from management. Although the Company believes it has adequately reserved for any uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. The Company adjusts these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which a change is made, which could have a material impact on operating results (see Footnote 21 of the Notes to Consolidated Financial Statements included in this Form 10-K).

Executive Overview

Kimco Realty Corporation is one of North America’s largest publicly traded owners and operators of open-air shopping centers. As of December 31, 2017, the Company had interests in 493 shopping center properties aggregating 83.2 million square feet of GLA located in 29 states, Puerto Rico and Canada. In addition, the Company had 372 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling 5.8 million square feet of GLA.

The executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company, with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company.

The following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31, 2017:

Financial and Portfolio Information_:_

	●	Net income available to the Company’s common shareholders was $372.5 million, or $0.87 per diluted share for the year ended December 31, 2017, as compared to $332.6 million, or $0.79 per diluted share for the corresponding period in 2016.

	●	Funds from operations (“FFO”) increased to $655.6 million or $1.55 per diluted share for the year ended December 31, 2017 from $555.7 million or $1.32 per diluted share for the year ended December 31, 2016 (see additional disclosure on FFO beginning on page 36).

	●	FFO as adjusted increased to $644.2 million or $1.52 per diluted share for the year ended December 31, 2017 from $629.4 million or $1.50 per diluted share for the year ended December 31, 2016, (see additional disclosure on FFO beginning on page 36).

	●	Same property net operating income (“Same property NOI”) increased 1.7% for the year ended December 31, 2017, as compared to the corresponding period in 2016 (see additional disclosure on Same property NOI beginning on page 37).

	●	Executed 1,196 new leases, renewals and options totaling approximately 8.9 million square feet in the consolidated operating portfolio.

	●	The Company’s consolidated operating portfolio occupancy at December 31, 2017 was 95.9% as compared to 95.2% at December 31, 2016.

Acquisition Activity (see Footnotes 3 and 7 of the Notes to Consolidated Financial Statements included in this Form 10-K_)__:_

	●	Acquired four consolidated operating properties and six parcels comprising an aggregate 1.9 million square feet of GLA, for an aggregate purchase price of $368.2 million including the assumption of $43.0 million of non-recourse mortgage debt encumbering one property.
	●	Acquired the controlling interest, in separate transactions, from joint ventures in which, the Company previously held noncontrolling ownership interests, in three operating properties comprising an aggregate 0.9 million square feet of GLA, for an aggregate gross purchase price of $320.1 million, including the assumption of $206.0 million of non-recourse mortgage debt encumbering one of the properties. The Company recognized an aggregate gain on change in control of interests of $71.2 million from the fair value adjustment in connection with these transactions.

Disposition Activity (see Footnote 5 of the Notes to Consolidated Financial Statements included in this Form 10-K_)__:_

	●	During 2017, the Company disposed of 25 consolidated operating properties and nine parcels, in separate transactions, for an aggregate sales price of $352.2 million. These transactions resulted in (i) an aggregate gain of $93.5 million and (ii) aggregate impairment charges of $17.1 million.

Capital Activity (for additional details see Liquidity and Capital Resources below):

	●	During the years ended December 31, 2017, the Company repaid the following notes (dollars in millions):

Type		Date Paid		Amount Repaid				Interest Rate			Maturity Date
Medium Term Notes		Aug-17 & Nov-17		$	300.0			4.30%			Feb-18
Term Loan		Jan-17		$	250.0			LIBOR + 0.95%			Jan-17

	●	In February 2017, the Company closed on a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2021, which accrues interest at a rate of LIBOR plus 87.5 basis points (2.28% as of December 31, 2017) with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2022.

	●	Also during 2017, the Company (i) assumed/consolidated $257.5 million of individual non-recourse mortgage debt (including a fair market value adjustment of $8.5 million) related to two operating properties, (ii) paid off $692.9 million of mortgage debt (including fair market value adjustments of $5.8 million) that encumbered 27 operating properties and (iii) obtained a $206.0 million non-recourse mortgage relating to one operating property.

	●	As a result of the above activity, the Company extended its debt maturity profile, including extension options, as follows:

	●	As of December 31, 2017, the weighted average interest rate was 3.84% and the weighted average maturity profile was 10.7 years.

The Company faces external factors which may influence its future results from operations. The convenience and availability of e-commerce has continued to have an impact on the retail sector, which could affect our ability to increase or maintain rental rates and our ability to renew expiring leases and/or lease available space. To mitigate the effect of e-commerce on its business, the Company’s strategy has been to attract local area customers to its properties by providing a diverse and robust tenant base across a variety of retailers, including grocery stores, national or regional discount department stores or drugstores, which offer day-to-day necessities rather than high-priced luxury items. In addition, the Company’s strategy includes investing capital into high quality assets, which are concentrated in major metro markets, allowing our tenants to generate higher foot traffic resulting in higher sales volume while also disposing of lesser quality assets in more undesirable locations. For a further discussion of these and other factors that could impact our future results, performance or transactions, see Item 1A. “Risk Factors.”

As the Company moves forward, it intends to take steps to strengthen its portfolio in the rapidly changing retail environment. The Company intends to continue to dispose of assets outside its core markets, which will allow it to concentrate its presence in target coastal markets by completing development projects underway and continuing to invest in redevelopment, ultimately producing a stronger portfolio for sustained long-term growth.

Results of Operations

Comparison of Years Ended December 31, 2017 to 2016

The following table presents the comparative results from the Company’s Consolidated Statements of Income for the year ended December 31, 2017, as compared to the corresponding period in 2016 (in thousands, except per share data):

		Year Ended December 31,****
		2017****				2016****				$ Change****
Revenues
Revenues from rental properties		$	1,183,785			$	1,152,401			$	31,384
Management and other fee income			17,049				18,391				(1,342	)
Operating expenses
Rent (1)			(11,145	)			(10,993	)			(152	)
Real estate taxes			(157,196	)			(146,615	)			(10,581	)
Operating and maintenance (2)			(142,787	)			(140,910	)			(1,877	)
General and administrative (3)			(118,455	)			(117,302	)			(1,153	)
Provision for doubtful accounts			(5,630	)			(5,563	)			(67	)
Impairment charges			(67,331	)			(93,266	)			25,935
Depreciation and amortization			(360,811	)			(355,320	)			(5,491	)
Other income/(expense)
Interest, dividends and other investment income			2,809				1,478				1,331
Other (expense)/income, net			(250	)			3,947				(4,197	)
Interest expense			(191,956	)			(192,549	)			593
Early extinguishment of debt charges			(1,753	)			(45,674	)			43,921
Benefit/(provision) for income taxes, net			880				(72,545	)			73,425
Equity in income of joint ventures, net			60,763				218,714				(157,951	)
Gain on change in control of interests			71,160				57,386				13,774
Equity in income of other real estate investments, net			67,001				27,773				39,228
Gain on sale of operating properties, net, net of tax			93,538				86,785				6,753
Net income attributable to noncontrolling interests			(13,596	)			(7,288	)			(6,308	)
Preferred stock redemption charges			(7,014	)			-				(7,014	)
Preferred dividends			(46,600	)			(46,220	)			(380	)
Net income available to the Company's common shareholders		$	372,461			$	332,630			$	39,831
Net income available to the Company:
Diluted per common share		$	0.87			$	0.79			$	0.08

	(1)	Rent expense relates to ground lease payments for which the Company is the lessee.

	(2)	Operating and maintenance expense 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.

	(3)	General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense and other company-specific expenses.

The following describes the activity of certain line items from the Company’s Consolidated Statements of Income, which it believes represent items that significantly changed during the year ended December 31, 2017, as compared to the corresponding period in 2016:

Revenue from r__ental p__roperties - The increase in Revenues from rental properties of $31.4 million is primarily from the combined effect of (i) the acquisition and consolidation of operating properties during 2017 and 2016, providing incremental revenues for the year ended December 31, 2017 of $57.5 million, as compared to the corresponding period in 2016, and (ii) the completion of certain redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2017 of $5.2 million, as compared to the corresponding period in 2016, partially offset by (iii) a decrease in revenues of $31.3 million from properties sold during 2017 and 2016.

Real e__state t__axes - Real estate taxes increased $10.6 million primarily due to (i) an increase of $8.4 million related to the acquisition and consolidation of operating properties during 2017 and 2016, and (ii) an overall net increase of $5.0 million primarily due to refunds received during 2016, partially offset by (iii) a decrease of $2.8 million resulting from properties sold during 2017 and 2016.

Impairment c__harges - During the years ended December 31, 2017 and 2016, the Company recognized impairment charges related to adjustments to property carrying values of $67.3 million and $93.3 million, respectively, for which the Company’s estimated fair values were primarily based upon (i) signed contracts or letters of intent from third party offers or (ii) discounted cash flow models. These 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. Also, the Company has re-evaluated its long-term plan for a property due to unfavorable local market conditions. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K.

Depreciation and a__mortization - The increase in Depreciation and amortization of $5.5 million is primarily due to (i) an increase of $21.8 million related to the acquisition/consolidation of operating properties during 2017 and 2016, and (ii) an increase of $15.2 million related to write-offs relating to the Company’s redevelopment projects in 2017 and 2016, partially offset by (iii) a decrease of $31.5 million resulting from property dispositions and tenant vacates in 2017 and 2016.

Other (e__xpense)/i__ncome, n__et - The change in Other (expense)/income, net of $4.2 million is primarily due to (i) the recognition of a gain on forgiveness of debt of $3.1 million resulting from the foreclosure of an encumbered property during 2016, and (ii) lower equity in income from retail store lease investments of $2.8 million resulting from a lease termination during 2016, partially offset by (iii) an increase in gains on land sales of $1.5 million.

Early e__xtinguishment of d__ebt c__harges - During 2017, the Company incurred early Extinguishment of debt charges aggregating $1.8 million in connection with the tender premium on Medium Term Notes that were partially tendered prior to maturity. During 2016, the Company incurred early extinguishment of debt charges aggregating $45.7 million in connection with the optional make-whole provisions of unsecured notes that were repaid prior to maturity and prepayment penalties on a mortgage encumbering 10 operating properties, which the Company also paid prior to the scheduled maturity date.

Benefit/(p__rovision) for i__ncome t__axes, n__et - The change in Benefit/(provision) for income taxes, net of $73.4 million is primarily due to (i) a decrease in tax expense of $63.5 million resulting from the recognition of a valuation allowance as a result of the Company’s merger of its taxable REIT subsidiary into a wholly owned LLC of the Company on August 1, 2016, and (ii) a decrease in foreign tax expense of $30.4 million primarily relating to the sale of certain unconsolidated properties during 2016 within the Company’s Canadian portfolio which were subject to foreign taxes at a consolidated reporting entity level, partially offset by (iii) a decrease in tax benefit of $17.1 million primarily related to impairment charges recognized during 2016, (iv) a tax refund during 2016 of $2.0 million resulting from the favorable settlement of a tax audit and (v) an increase in tax expense of $1.1 million due to effects of changes in U.S. tax law, which lowered corporate tax rates impacting the amounts relating to the Company’s deferred tax assets and liabilities within its TRS.

Equity in i__ncome of j__oint v__entures, n__et - The decrease in Equity in income of joint ventures, net of $158.0 million is primarily due to (i) a decrease in net gains of $158.1 million resulting from fewer sales of properties and ownership interests within various joint venture investments during 2017 as compared to 2016, (ii) lower equity in income of $5.3 million primarily resulting from the sales of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2017 and 2016, and (iii) the recognition of a cumulative foreign currency translation loss of $4.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017, partially offset by (iv) a decrease in impairment charges of $10.2 million recognized during 2017 as compared to 2016.

Gain on c__hange in c__ontrol of i__nterests - During 2017, the Company acquired, in separate transactions, a controlling interest in three operating properties from certain joint venture partners in which the Company had noncontrolling interests. As a result of these transactions, the Company recorded an aggregate gain on change in control of interests of $71.2 million related to the fair value adjustment associated with its previously held equity interest in these operating properties. During 2016, the Company acquired, in separate transactions, a controlling interest in nine operating properties and one development project from certain joint venture partners in which the Company had noncontrolling interests. As a result of these transactions, the Company recorded a gain on change in control of interests of $57.4 million related to the fair value adjustment associated with its previously held equity interest in these operating properties and the development project.

Equity in i__ncome from o__ther r__eal e__state i__nvestments, n__et - The increase in Equity in income from other real estate investments, net of $39.2 million is primarily due to (i) an increase of $34.6 million in equity in income from the Albertsons joint venture resulting from cash distributions received in excess of the Company’s carrying basis during 2017 and (ii) the recognition of cumulative foreign currency translation gain of $14.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017, partially offset by (iii) a decrease in earnings and profit participation from capital transactions related to Company’s Preferred Equity Program of $10.1 million during 2017, as compared to the corresponding period in 2016.

Gain on s__ale of o__perating p__roperties, n__et of t__ax - During 2017, the Company disposed of 25 consolidated operating properties and nine parcels, in separate transactions, for an aggregate sales price of $352.2 million. These transactions resulted in (i) an aggregate gain of $93.5 million and (ii) aggregate impairment charges of $17.1 million. During 2016, the Company disposed of 30 consolidated operating properties and two parcels, in separate transactions, for an aggregate sales price of $378.7 million. These transactions resulted in an aggregate gain of $86.8 million, after income tax expense, and aggregate impairment charges of $37.2 million, before income tax benefit of $10.0 million.

Net i__ncome a__ttributable to n__oncontrolling i__nterests – The increase in Net income attributable to noncontrolling interests of $6.3 million is primarily due to (i) an increase of $10.9 million in equity in income attributable to the Company’s noncontrolling partners in the Albertsons joint venture during 2017, partially offset by (ii) lower equity in income of $4.4 million resulting from the redemption of certain noncontrolling interests, the sales of properties within various joint venture investments and/or acquisition/consolidation of ownership interests in joint ventures by the Company during 2017 and 2016.

Preferred s__tock r__edemption c__harges – During 2017, the Company partially redeemed its Class I Preferred Stock shares and as a result, the Company recorded a non-cash redemption charge of $7.0 million. This $7.0 million charge was subtracted from net income attributable to the Company to arrive at net income available to the Company’s common shareholders and used in the calculation of earnings per share for the year ended December 31, 2017.

Net i__ncome a__vailable to the c__ompany’s c__ommon s__hareholders and Diluted e__arnings p__er s__hare - Net income available to the Company’s common shareholders was $372.5 million for the year ended December 31, 2017, as compared to $332.6 million for the year ended December 31, 2016. On a diluted per share basis, net income available to the Company for the year ended December 31, 2017 was $0.87 as compared to $0.79 for the year ended December 31, 2016. These changes are primarily attributable to (i) incremental earnings due to the acquisition of operating properties during 2017 and 2016, as well as increased profitability from the Company’s operating properties, (ii) a benefit for income taxes in 2017 as compared to a provision for income taxes in 2016, (iii) a decrease in early extinguishment of debt charges, (iv) an increase in equity in income of other real estate investments, net, (v) a decrease in impairment charges of operating properties, (vi) an increase from gain on change of control of interests and (vii) an increase in gains on sale of operating properties, partially offset by (viii) a decrease in equity in income of joint ventures, net, resulting from the sales of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2017 and 2016, (ix) an increase in real estate taxes, (x) an increase in preferred stock redemption charges and (xi) an increase in net income attributable to noncontrolling interests.

Comparison of Years Ended December 31, 2016 to 2015

The following table presents the comparative results from the Company’s Consolidated Statements of Income for the year ended December 31, 2016, as compared to the corresponding period in 2015 (in thousands, except per share data):

		Year Ended December 31,****
		2016****				2015****				$ Change****
Revenues
Revenues from rental properties		$	1,152,401			$	1,144,474			$	7,927
Management and other fee income			18,391				22,295				(3,904	)
Operating expenses
Rent			(10,993	)			(12,347	)			1,354
Real estate taxes			(146,615	)			(147,150	)			535
Operating and maintenance			(140,910	)			(144,980	)			4,070
General and administrative expenses			(117,302	)			(122,735	)			5,433
Provision for doubtful accounts			(5,563	)			(6,075	)			512
Impairment charges			(93,266	)			(45,383	)			(47,883	)
Depreciation and amortization			(355,320	)			(344,527	)			(10,793	)
Other income/(expense)
Interest, dividends and other investment income			1,478				39,061				(37,583	)
Other income, net			3,947				5,174				(1,227	)
Interest expense			(192,549	)			(218,891	)			26,342
Early extinguishment of debt charges			(45,674	)			-				(45,674	)
Provision for income taxes, net			(72,545	)			(60,230	)			(12,315	)
Equity in income of joint ventures, net			218,714				480,395				(261,681	)
Gain on change in control of interests			57,386				149,234				(91,848	)
Equity in income of other real estate investments, net			27,773				36,090				(8,317	)
Loss from discontinued operations			-				(75	)			75
Gain on sale of operating properties, net, net of tax			86,785				125,813				(39,028	)
Net income attributable to noncontrolling interests			(7,288	)			(6,028	)			(1,260	)
Preferred stock redemption charges			-				(5,816	)			5,816
Preferred dividends			(46,220	)			(57,084	)			10,864
Net income available to the Company's common shareholders		$	332,630			$	831,215			$	(498,585	)
Net income available to the Company:
Diluted per common share		$	0.79			$	2.00			$	(1.21	)

The following describes the activity of certain line items from the Company’s Consolidated Statements of Income, which it believes represent items that significantly changed during the year ended December 31, 2016, as compared to the corresponding period in 2015:

Revenue from r__ental p__roperties - The increase in Revenues from rental properties of $7.9 million is primarily from the combined effect of (i) the acquisition of operating properties during 2016 and 2015, providing incremental revenues for the year ended December 31, 2016, of $57.4 million, as compared to the corresponding period in 2015 and (ii) the completion of certain redevelopment projects, tenant buyouts and net growth in the current portfolio, providing incremental revenues for the year ended December 31, 2016, of $17.4 million, as compared to the corresponding period in 2015, partially offset by (iii) a decrease in revenues of $66.9 million from properties sold during 2016 and 2015.

Management and o__ther f__ee i__ncome - The decrease in Management and other fee income of $3.9 million is primarily attributable to (i) the sale of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2016 and 2015, and (ii) the recognition of enhancement fee income related to the Company’s prior investment in InTown Suites of $1.2 million during 2015.

Operating and m__ain__tenance e__xpense - Operating and maintenance expense 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. Operating and maintenance expense decreased $4.1 million primarily due to the disposition of properties during 2016 and 2015, partially offset by the acquisition of properties during 2016 and 2015.

General and a__dministrative e__xpenses - General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense and other company-specific expenses. General and administrative expenses decreased $5.4 million primarily due to a decrease in severance costs and a reduction in professional fees.

Impairment c__harges - During 2016, the Company recognized impairment charges related solely to adjustments to property carrying values of $93.3 million. During 2015, the Company recognized impairment charges of $45.5 million, before noncontrolling interests and income taxes, of which $0.1 million is included in discontinued operations. The 2015 impairment charges consisted of (i) $30.3 million related to adjustments to property carrying values, (ii) $9.0 million relating to a cost method investment, (iii) $5.3 million related to certain investments in other real estate investments and (iv) $0.8 million related to marketable debt securities investments. The adjustments to property carrying values for 2016 and 2015 were recognized in connection with the Company’s efforts to market for sale certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the anticipated hold period for such 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. For additional disclosure, see Footnote 15 of the Notes to Consolidated Financial Statements included in this Form 10-K.

Depreciation and a__mortization - The increase in Depreciation and amortization of $10.8 million is primarily due to operating property acquisitions during 2016 and 2015 and write-offs relating to the Company’s redevelopment projects in 2016, partially offset by property dispositions.

Interest, d__ividends and o__ther i__nvestment i__ncome - The decrease in Interest, dividends and other investment income of $37.6 million is primarily due to the sale of certain marketable securities during the year ended December 31, 2015, which resulted in an aggregate gain of $39.9 million.

Interest e__xpense - The decrease in Interest expense of $26.4 million is primarily the result of lower levels of borrowings and lower interest rates on borrowings during 2016, as compared to 2015.

Early e__xtinguishment of d__ebt c__harges - During 2016, the Company incurred Early extinguishment of debt charges aggregating $45.7 million in connection with the optional make-whole provisions of unsecured notes that were repaid prior to maturity and prepayment penalties on a mortgage encumbering 10 operating properties, which the Company also paid prior to the scheduled maturity date. See “Liquidity and Capital Resources” for additional details.

Provision for i__ncome t__axes_,_ n__et - The increase in Provision for income taxes, net of $12.3 million is primarily due to (i) an increase in the Company’s valuation allowance of $63.5 million as a result of the Company’s merger of its taxable REIT subsidiary into a wholly owned LLC of the Company, partially offset by (ii) a decrease in foreign tax expense of $26.1 million primarily relating to fewer sales of unconsolidated properties within the Company’s Canadian portfolio which were subject to foreign taxes at a consolidated reporting entity level during 2016, as compared to 2015, (iii) an increase in tax benefit of $13.4 million related to impairment charges recognized during 2016, as compared to 2015, (iv) a decrease of $4.5 million in tax expense related to gains recognized during 2015, as compared to 2016, (v) a decrease of $3.0 million in tax expense on operations due to fewer properties in the taxable REIT subsidiary as a result of the TRS Merger, (vi) a decrease in tax expense of $2.0 million resulting from the settlement of a tax audit during 2016 and (vii) a decrease in tax expense of $2.0 million relating to equity income recognized in connection with the Company’s Albertsons investment during 2015.

Equity in i__ncome of j__oint v__entures_,_ n__et - The decrease in Equity in income of joint ventures, net of $261.7 million is primarily due to (i) a decrease in gains of $248.1 million resulting from fewer sales of properties and interests within various joint venture investments, including the Company’s Canadian Portfolio, during 2016, as compared to 2015 and (ii) lower equity in income of $26.0 million resulting from the sales of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2016 and 2015, partially offset by (iii) a decrease in impairment charges of $7.2 million recognized during 2016, as compared to 2015.

Gain on c__hange in c__ontrol of i__nterest__s - During 2016, the Company acquired nine operating properties and one development project from joint ventures in which the Company had a noncontrolling interest. The Company recorded a gain on change in control of interests of $57.4 million related to the fair value adjustment associated with its previously held equity interest in the operating properties. During 2015, the Company acquired 43 properties from joint ventures in which the Company had noncontrolling interests. The Company recorded a net gain on change in control of interests of $149.2 million related to the fair value adjustment associated with its previously held equity interests in these properties.

Equity in i__ncome from o__ther r__eal e__state i__nvestments_,_ n__et - The decrease in Equity in income from other real estate investments, net of $8.3 million is primarily due to (i) a decrease in equity in income of $4.9 million resulting from a cash distribution received in excess of the Company’s carrying basis in 2015, (ii) a decrease in income resulting from the sale of the Company’s leveraged lease portfolio of $3.8 million during 2015 and (iii) a decrease of $2.8 million in earnings from the Company’s Preferred Equity Program during the year ended December 31, 2016, primarily resulting from the sale of the Company’s interests in certain preferred equity investments during 2016 and 2015, partially offset by (iv) an increase of $3.3 million in profit participation from the Company’s Preferred Equity Program from capital transactions during the year ended December 31, 2016, as compared to the corresponding period in 2015.

Gain on s__ale of o__perating p__roperties_,_ n__et of t__ax - During 2016, the Company disposed of 30 consolidated operating properties and two parcels, in separate transactions, for an aggregate sales price of $378.7 million. These transactions resulted in an aggregate gain of $86.8 million, after income tax expense, and aggregate impairment charges of $37.2 million, before income tax benefit of $10.0 million. During 2015, the Company disposed of 89 consolidated operating properties and eight parcels, in separate transactions, for an aggregate sales price of $492.5 million. These transactions resulted in an aggregate gain of $143.6 million, after income tax expense, and aggregate impairment charges of $10.2 million, before income tax expense of $2.3 million. Additionally, during 2015, the Company disposed of its remaining operating property in Chile for a sales price of $51.3 million. This transaction resulted in the release of a cumulative foreign currency translation loss of $19.6 million due to the Company’s liquidation of its investment in Chile, partially offset by a gain on sale of $1.8 million, after income tax expense.

Net income available to the Company’s common s__hareholders and Diluted earnings per s__hare - Net income available to the Company’s common shareholders was $332.6 million for the year ended December 31, 2016, as compared to $831.2 million for the year ended December 31, 2015. On a diluted per share basis, net income available to the Company for the year ended December 31, 2016 was $0.79 as compared to $2.00 for the year ended December 31, 2015. These changes are primarily attributable to (i) a decrease in equity in income of joint ventures, net, resulting from gains on sales of properties within various joint venture investments during 2015, (ii) a decrease in gain on change in control of interests, net related to the fair value adjustment associated with the Company’s previously held equity interests in properties acquired from various joint ventures during 2016 and 2015, (iii) an increase in impairments of operating properties during 2016, (iv) an increase in early extinguishment of debt charges resulting from the prepayment of secured and unsecured debt by the Company, (v) a decrease in gains on sale of operating properties, (vi) a decrease in gain on sale of marketable securities during 2016, as compared to the corresponding period in 2015, (vii) an increase in provision for income taxes due to a valuation allowance on net deferred tax assets resulting from the merger of KRS into a wholly-owned LLC of the Company and (viii) a decrease in gains through the Company’s preferred equity program and other investments, partially offset by (ix) a decrease in interest expense, (x) a decrease in preferred dividends and preferred stock redemption charges and (xi) incremental earnings due to the acquisition of operating properties during 2016 and 2015 and increased profitability from the Company’s operating properties.

Liquidity and Capital Resources

The Company’s capital resources include accessing the public debt and equity capital markets, mortgage and construction loan financing, and immediate access to an unsecured revolving credit facility (the “Credit Facility”) with bank commitments of $2.25 billion which can be increased to $2.75 billion through an accordion feature.

The Company’s cash flow activities are summarized as follows (in thousands):

		Year Ended December 31,
		2017****				2016****
Cash and cash equivalents, beginning of year		$	142,486			$	189,534
Net cash flow provided by operating activities			614,181				592,096
Net cash flow (used for)/provided by investing activities			(294,280	)			165,383
Net cash flow used for financing activities			(223,874	)			(804,527	)
Change in cash and cash equivalents			96,027				(47,048	)
Cash and cash equivalents, end of year		$	238,513			$	142,486

Operating Activities

The Company anticipates that cash on hand, cash flows from operations, borrowings under its Credit Facility, and the issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company.

Cash flows provided by operating activities for the year ended December 31, 2017, were $614.2 million, as compared to $592.1 million for the comparable period in 2016. The increase of $22.1 million is primarily attributable to:

	●	the acquisition of operating properties during 2017 and 2016;

	●	new leasing, expansion and re-tenanting of core portfolio properties;

	●	a decrease in interest expense; and
	●	changes in operating assets and liabilities due to timing of receipts and payments; partially offset by

	●	a decrease in operational distributions from the Company’s joint venture programs due to the sale of certain joint venture properties during 2017 and 2016.

During the years ended December 31, 2017 and 2016, the Company capitalized personnel costs of $16.1 million and $15.4 million, respectively, relating to deferred leasing costs.

Investing Activities

Cash flows used for investing activities was $294.3 million for 2017, as compared to cash flows provided by investing activities of $165.4 million for 2016. Investing activities during 2017 consisted primarily of:

Cash out__flows_:_

	●	$367.1 million for improvements to operating real estate related to the Company’s active redevelopment pipeline and improvements to real estate under development;

	●	$163.9 million for acquisition of operating real estate and other related net assets, including seven consolidated operating properties and six parcels, and acquisition of real estate under development related to one development project;

	●	$35.3 million for investments in and advances to real estate joint ventures, primarily related to a redevelopment project in one joint venture and the repayment of a mortgage in another joint venture; and

	●	$9.8 million for investment in marketable securities.

Cash in__flows:

	●	$181.3 million in proceeds from the sale of operating properties, including 25 consolidated operating properties and nine parcels; and

	●	$96.5 million in reimbursements of investments and advances to real estate joint ventures, primarily related to disposition of properties within the joint venture portfolio, and reimbursements of investments and advances to other real estate investments, primarily related to a distribution received from the Company’s Albertsons investment.

Investing activities during 2016 consisted primarily of:

Cash in__flows_:_

	●	$330.4 million in proceeds from distributions and return of investments from liquidation of real estate joint ventures, primarily due to the liquidation of certain Canadian joint ventures in 2016;

	●	$304.6 million in proceeds from the sale of operating properties related to 30 consolidated operating properties and two parcels; and

	●	$82.7 million in reimbursements of investments and advances to real estate joint ventures, primarily related the refinancing of certain property mortgages within various joint ventures, and reimbursements of investments and advances to other real estate investments, primarily related to the sale of one preferred equity investment.

Cash outflows:

	●	$254.8 million for acquisition of operating real estate and other related net assets, including 12 consolidated operating properties and two parcels, and acquisition of real estate under development related to two development projects;

	●	$216.2 million for improvements to operating real estate, including expenditures related to the Company’s active redevelopment pipeline and improvements to real estate under development; and

	●	$86.5 million for investments in and advances to real estate joint ventures, primarily related to the acquisition of a property within one joint venture, redevelopment projects with the Company’s joint ventures, the purchase of additional ownership in certain joint ventures and the repayment of debt in certain joint ventures.

Acquisitions of Operating Real Estate and Other Related Net Assets

During the years ended December 31, 2017 and 2016, the Company expended $153.9 million and $203.2 million, respectively, towards the acquisition of operating real estate properties. The Company continues 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. The Company anticipates spending up to approximately $50.0 million towards the acquisition of operating properties during 2018. The Company intends to fund these acquisitions with proceeds from property dispositions, cash flow from operating activities and availability under its Credit Facility.

Improvements to Operating Real Estate

During the years ended December 31, 2017 and 2016, the Company expended $206.8 million and $143.5 million, respectively, towards improvements to operating real estate. These amounts consist of the following (in thousands):

		Year Ended December 31,
		2017****				2016****
Redevelopment and renovations		$	177,840			$	96,319
Tenant improvements and tenant allowances			16,995				39,016
Other			11,965				8,154
Total (1)		$	206,800			$	143,489

	(1)	During the years ended December 31, 2017 and 2016, the Company capitalized interest of $3.5 million and $2.4 million, respectively, and capitalized payroll of $3.1 million and $2.1 million, respectively, in connection with the Company’s improvements to operating real estate.

The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes will increase the overall value by bringing in new tenants and improving the assets’ value. The Company has identified three categories of redevelopment, (i) large scale redevelopment, which involves demolishing and building new square footage, (ii) value creation redevelopment, which includes the subdivision of large anchor spaces into multiple tenant layouts, and (iii) creation of out-parcels and pads located in the front of the shopping center properties. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts during 2018 will be approximately $225.0 million to $300.0 million. The funding of these capital requirements will be provided by proceeds from property dispositions, cash flow from operating activities and availability under the Company’s Credit Facility.

Improvements to Real Estate Under Development

The Company is engaged in select real estate development projects, which are expected to be held as long-term investments. As of December 31, 2017, the Company had in progress a total of four active real estate development projects and two additional projects held for future development. During the years ended December 31, 2017 and 2016, the Company expended $160.3 million and $72.8 million, respectively, towards improvements to real estate under development. The Company capitalized (i) interest of $11.0 million and $6.9 million, (ii) real estate taxes, insurance and legal costs of $5.7 million and $5.2 million and (iii) payroll of $3.3 million and $1.8 million during the years ended December 31, 2017 and 2016, respectively, in connection with these real estate development projects. The Company anticipates the total remaining costs to complete these four active projects to be approximately $200.0 million to $250.0 million. The Company anticipates its capital commitment toward these development projects during 2018 will be approximately $175.0 million to $225.0 million. The funding of these capital requirements will be provided by proceeds from property dispositions, cash flow from operating activities and availability under the Company’s Credit Facility.

Financing Activities

Cash flow used for financing activities was $223.9 million for 2017, as compared to $804.5 million for 2016. Financing activities during 2017 primarily consisted of the following:

Cash out__flows_:_

	●	$702.3 million for principal payments on debt, including normal amortization on rental property debt;

	●	$550.0 million for repayments under unsecured term loan/notes, including $300.0 million Medium Term Notes and payoff of $250.0 million Term Loan;

	●	$17.1 million for repayments under unsecured revolving credit facility, net;

	●	$506.2 million of dividends paid;

	●	$225.0 million for the partial redemption of Class I Preferred Stock;

	●	$96.6 million for conversion/distribution of noncontrolling interests, primarily related to the redemption of certain partnership units by consolidated subsidiaries; and

	●	$23.3 million for financing origination costs, primarily related to costs associated with the issuance of Senior Unsecured Notes and the Credit Facility.

Cash in__flows:

	●	$1.3 billion in proceeds from issuance of unsecured notes, including $500.0 million, $350.0 million and $400.0 million of Senior Unsecured Notes, issued separately;

	●	$440.9 million in proceeds from issuance of stock, net, including the issuances of Class L Preferred Stock and Class M Preferred Stock; and

	●	$206.0 million in proceeds from mortgage loan financing.

Financing activities during 2016 primarily consisted of:

Cash out__flows_:_

	●	$1.26 billion for repayments under unsecured term loan/notes, including paydown of $400.0 million Term Loan, $300.0 million Medium Term Notes, $290.0 million Senior Unsecured Notes and $270.9 million Canadian Notes Payable;

	●	$719.9 million for principal payments on debt, including normal amortization on rental property debt;

	●	$474.0 million of dividends paid;

	●	$45.7 million for payment of early extinguishment of debt charges related to the optional make-whole provisions on unsecured notes that were repaid prior to maturity and prepayment penalties on a mortgage encumbering 10 operating properties;

	●	$25.7 million for financing origination costs, primarily related to costs associated with the issuance of Senior Unsecured Notes; and

	●	$12.6 million for conversion/distribution of noncontrolling interests.

Cash in__flows:

	●	$1.4 billion in proceeds from issuance of unsecured notes, including $500.0 million, $400.0 million, $350.0 million and $150.0 million of Senior Unsecured Notes, issued separately;

	●	$307.4 million in proceeds from issuance of stock, including common stock issued under the Company's ATM program; and

	●	$26.4 million in proceeds from unsecured revolving credit facility, net.

The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. The Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks. The Company has noticed a continuing trend that, although pricing remains dependent on specific deal terms, generally spreads for non-recourse mortgage financing has stabilized and the unsecured debt markets are functioning well and credit spreads are at manageable levels.

Debt maturities for 2018 consist of: $73.0 million of consolidated debt; $203.7 million of unconsolidated joint venture debt; and $6.1 million of debt on properties included in the Company’s Preferred Equity Program, assuming the utilization of extension options where available. The 2018 consolidated debt maturities are anticipated to be repaid with operating cash flows, borrowings from the Company’s Credit Facility and debt refinancing where applicable. In addition, the Company has $12.4 million of consolidated debt related to one non-recourse mortgage that is currently in default for which the Company is working with the special servicers on a resolution. The 2018 debt maturities on properties in the Company’s unconsolidated joint ventures and Preferred Equity Program are anticipated to be repaid through operating cash flows, debt refinancing, unsecured credit facilities, proceeds from sales and partner capital contributions, as deemed appropriate.

The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintain its investment-grade senior, unsecured debt ratings. The Company may, from time-to-time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives.

Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $13.8 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air shopping centers, funding real estate under development projects, expanding and improving properties in the portfolio and other investments.

During February 2015, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for the future unlimited offerings, from time-to-time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants. The Company, pursuant to this shelf registration statement may, from time-to-time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt maturities. (See Footnote 12 of the Notes to Consolidated Financial Statements included in this Form 10-K.)

Preferred Stock-

During August 2017, the Company issued 9,000,000 Depositary Shares (the "Class L Depositary Shares"), each representing a one-thousandth fractional interest in a share of the Company's 5.125% Class L Cumulative Redeemable Preferred Stock, $1.00 par value per share. Dividends on the Class L Depositary Shares are cumulative and payable quarterly in arrears at the rate of 5.125% per annum based on the $25.00 per share initial offering price, or $1.28125 per annum. The Class L Depositary Shares are redeemable, in whole or part, for cash on or after August 16, 2022, at the option of the Company, at a redemption price of $25.00 per depositary share, plus any accrued and unpaid dividends thereon. The Class L Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The net proceeds received from this offering of $218.1 million, before legal costs, were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility and the redemption of shares of the Company’s preferred stock.

On August 7, 2017, the Company called for the partial redemption of 9,000,000 of its outstanding depositary shares of the Company’s 6.00% Class I Cumulative Redeemable Preferred Stock, $1.00 par value per share (the "Class I Preferred Stock"), representing 56.25% of the issued and outstanding Class I Preferred Stock. The aggregate redemption amount of $225.0 million plus accumulated and unpaid dividends of $1.9 million, was paid on September 6, 2017. Upon partial redemption, the Company recorded a charge of $7.0 million resulting from the difference between the redemption amount and the carrying amount of the Class I Preferred Stock on the Company’s Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. This $7.0 million charge was subtracted from net income attributable to the Company to arrive at net income available to the Company’s common shareholders and used in the calculation of earnings per share for the year ended December 31, 2017.

During December 2017, the Company issued 9,200,000 Depositary Shares (the "Class M Depositary Shares"), each representing a one-thousandth fractional interest in a share of the Company's 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. Dividends on the Class M Depositary Shares are cumulative and payable quarterly in arrears at the rate of 5.250% per annum based on the $25.00 per share initial offering price, or $1.3125 per annum. The Class M Depositary Shares are redeemable, in whole or part, for cash on or after December 20, 2022, at the option of the Company, at a redemption price of $25.00 per depositary share, plus any accrued and unpaid dividends thereon. The Class M Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The net proceeds received from this offering of $222.8 million, before legal costs, were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility. Additionally, during January 2018, the underwriters exercised the over-allotment option for the issuance of an additional 1,380,000 Class M Depositary Shares each representing a one-thousandth fractional interest in a share of the Company's 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. The net proceeds from the issuance of these shares were $33.4 million, before legal costs, which were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s Credit Facility.

Common Stock

During February 2018, the Company’s Board of Directors authorized a share repurchase program, pursuant to which the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million.

During February 2015, the Company established an At the Market Continuous Offering Program (“ATM program”), which is effective for a term of three years, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the NYSE or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. The Company did not offer for sale any shares of common stock under the ATM program during the year ended December 31, 2017. As of December 31, 2017, the Company had $211.9 million available under this ATM program.

Medium Term Notes (“MTN”) and Senior Notes

The Company’s supplemental indenture governing its senior notes contains the following covenants, all of which the Company is compliant with:

Covenant		Must Be		As of 12/31/17
Consolidated Indebtedness to Total Assets		<65%		39%
Consolidated Secured Indebtedness to Total Assets		<40%		6%
Consolidated Income Available for Debt Service to Maximum Annual Service Charge		>1.50x		4.9x
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness		>1.50x		2.6x

For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; and the Seventh Supplemental Indenture dated as of April 24, 2014, each as filed with the SEC. See the Exhibits Index for specific filing information.

During the year ended December 31, 2017, the Company issued the following Senior Unsecured Notes (dollars in millions):

Date Issued		Maturity Date		Amount Issued				Interest Rate
Aug-17		Feb-25		$	500.0				3.30%
Aug-17		Sep-47		$	350.0				4.45%
Mar-17		Apr-27		$	400.0				3.80%

Interest on these senior unsecured notes is payable semi-annually in arrears. The Company used the net proceeds from these issuances, after the underwriting discounts and related offering costs, for general corporate purposes, including to pre-fund near-term debt maturities or to reduce borrowings under the Company’s Credit Facility.

On August 1, 2017, the Company made a tender offer to purchase any and all of its $300.0 million 4.30% MTN notes outstanding. As a result, the Company accepted the tender of $211.0 million of its $300.0 million outstanding MTN notes on August 10, 2017. In connection with this tender offer, the Company recorded a tender premium of $1.8 million resulting from the partial repayment of this note. In addition, in November 2017, the Company redeemed the remaining $89.0 million 4.30% MTN notes outstanding.

Credit Facility

In February 2017, the Company closed on a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2021, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2022. This Credit Facility, which accrues interest at a rate of LIBOR plus 87.5 basis points (2.28% as of December 31, 2017), can be increased to $2.75 billion through an accordion feature. The Credit Facility replaced the Company’s $1.75 billion unsecured revolving credit facility that was scheduled to mature in March 2018. In addition, the Credit Facility includes a $500.0 million sub-limit which provides the Company the opportunity to borrow in alternative currencies including Canadian Dollars (“CAD”), British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. As of December 31, 2017, the Credit Facility had a balance of CAD 10.0 million (USD $8.0 million) outstanding and $0.5 million appropriated for letters of credit.

Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants. The financial covenants for the Credit Facility are as follows:

Co****venant		Must Be		As of 12/31/17
Total Indebtedness to Gross Asset Value (“GAV”)		<60%		40%
Total Priority Indebtedness to GAV		<35%		5%
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense		>1.75x		4.4x
Fixed Charge Total Adjusted EBITDA to Total Debt Service		>1.50x		2.8x

For a full description of the New Credit Facility’s covenants refer to the Amended and Restated Credit Agreement dated as of February 1, 2017, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 30, 2017.

Term Loan

The Company had a $650.0 million unsecured term loan (“Term Loan”) which was scheduled to mature in January 2017, with three one-year extension options at the Company’s discretion. The Term Loan accrued interest at LIBOR plus 95 basis points. During November 2016, the Company repaid $400.0 million of borrowings under the Company’s Term Loan and in January 2017, the Company repaid the remaining $250.0 million balance and terminated the agreement.

Mortgage__s Payable

During 2017, the Company (i) assumed/consolidated $257.5 million of individual non-recourse mortgage debt (including a fair market value adjustment of $8.5 million) related to two operating properties, (ii) paid off $692.9 million of mortgage debt (including fair market value adjustments of $5.8 million) that encumbered 27 operating properties and (iii) obtained a $206.0 million non-recourse mortgage relating to one operating property.

In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction loans to partially fund the capital needs of its real estate under development projects. As of December 31, 2017, the Company had over 365 unencumbered property interests in its portfolio.

Dividends

In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as the Board of Directors monitors sources of capital and evaluates the impact of the economy and capital markets availability on operating fundamentals. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a conservative dividend payout ratio, reserving such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate. Cash dividends paid were $506.2 million in 2017, $474.0 million in 2016, and $455.8 million in 2015.

Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments. On October 24, 2017, the Company’s Board of Directors declared an increased quarterly cash dividend of $0.28 per common share, an annualized increase of 3.7%, payable to shareholders of record on January 2, 2018, which was paid on January 16, 2018. Additionally, on January 30, 2018, the Company’s Board of Directors declared a quarterly cash dividend of $0.28 per common share payable to shareholders of record on April 3, 2018, which is scheduled to be paid on April 16, 2018.

The Board of Directors also declared quarterly dividends with respect to the Company’s various classes of cumulative redeemable preferred shares (Class I, Class J, Class K and Class L) and an initial dividend with respect to the Company’s Class M cumulative redeemable preferred shares, representing the period beginning on December 20, 2017. All dividends on the preferred shares are scheduled to be paid on April 16, 2018 to shareholders of record on April 3, 2018.

Hurricane Impact

The impact of Hurricanes Harvey, which struck Texas on August 25, 2017, and Irma, which struck Florida on September 10, 2017, resulted in minimal damage to the Company’s properties located in Texas and Florida, with the majority of the impact related to debris removal.

On September 20, 2017, Hurricane Maria struck Puerto Rico as a Category 4 hurricane which resulted in widespread damage, flooding, and power outages. The Company has interests in seven operating properties located throughout Puerto Rico, aggregating 2.2 million square feet of GLA, which were variously impacted by the hurricane. The Company maintains a comprehensive property insurance policy on these properties with total coverage of up to $62.0 million, as well as business interruption insurance with coverage up to $39.3 million in the aggregate, subject to a collective deductible of $1.2 million.

As of December 31, 2017, the Company’s assessment of the damages sustained to its properties from Hurricane Maria resulted in a write-off to depreciation expense of $16.0 million, representing the estimated net book value of damaged assets. The Company also recorded a corresponding receivable and credit to depreciation expense of $16.0 million for estimated property insurance recoveries related to the write-off. As such, there was no impact to net income during 2017 resulting from these adjustments. The Company expects to collect property insurance proceeds (net of deductible) equal to the replacement cost of its damaged property, currently estimated to be approximately $26.0 million. As of December 31, 2017, the Company received property insurance proceeds of $4.0 million and has a remaining receivable balance of $12.0 million which is included in Other assets on the Company’s Consolidated Balance Sheets. The Company expects that the final replacement cost claim will exceed the amount written off due to property damage and that this excess amount will be recorded, net of the deductible, as income by the Company upon full settlement and collection of the casualty insurance claim.

The Company’s business interruption insurance covers lost revenues as a result of the hurricane for a period of up to one year. After the expiration of one year following the loss, the policy has 365 days of extended period of indemnity which provides business interruption coverage in the event the properties have not fully recovered from the storm. For the year ended December 31, 2017, the Company had a reduction in revenues from rental properties of $3.4 million related to lost tenant revenue and rent abatements resulting from the impact of Hurricane Maria. During December 2017, the Company received $1.6 million from its insurance provider for business interruption claims. The Company is still in the process of assessing current and future business interruption insurance losses and will submit insurance claims for its estimated losses under its business interruption insurance policy.

Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law, making significant changes to taxation of corporations and individuals. Effective for tax years beginning on January 1, 2018, this tax reform law reduces the federal statutory income tax rate from 35% to 21% for corporations and changed other certain tax provisions and deductions. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. As a result, the Company remeasured its deferred tax assets and liabilities and recorded a tax provision of $1.1 million during 2017.

The Company is subject to taxes on its activities in Canada, Puerto Rico and Mexico. In general, under local country law applicable to the structures the Company has in place and applicable treaties, the repatriation of cash to the Company from its subsidiaries and joint ventures in Canada, Puerto Rico and Mexico generally are not subject to withholding tax. The Company is subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and not in the Company’s taxable REIT subsidiary. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.

Contractual Obligations and Other Commitments

The Company has debt obligations relating to its Credit Facility, unsecured senior notes and mortgages with maturities ranging from less than one year to 30 years. As of December 31, 2017, the Company’s total debt had a weighted average term to maturity of 10.7 years. In addition, the Company has non-cancelable operating leases pertaining to its shopping center portfolio. As of December 31, 2017, the Company had 43 consolidated shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company to construct and/or operate a shopping center. The following table summarizes the Company’s debt maturities (excluding extension options, unamortized debt issuance costs of $65.4 million and fair market value of debt adjustments aggregating $19.2 million) and obligations under non-cancelable operating leases as of December 31, 2017:

		Payments due by period (in millions)
Contractual Obligations:		2018****				2019****				2020****				2021****				2022****				Thereafter				Total
Long-Term Debt- Principal (1)		$	98.4			$	415.7			$	136.4			$	653.3			$	640.6			$	3,580.7			$	5,525.1
Long-Term Debt- Interest (2)		$	209.0			$	198.6			$	180.7			$	163.3			$	145.3			$	1,437.4			$	2,334.3
Operating Leases:
Ground Leases (3)		$	9.1			$	9.1			$	8.6			$	8.6			$	8.5			$	138.5			$	182.5

	(1)	Maturities utilized do not reflect extension options, which range from one to three years.

	(2)	For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2017.

	(3)	For leases which have inflationary increases, future ground rent expense was calculated using the rent as of December 31, 2017.

The Company has $73.0 million of secured debt scheduled to mature in 2018. The Company anticipates satisfying the remaining maturities with a combination of operating cash flows, its Credit Facility, exercise of extension options, where available, and new debt issuances. In addition, the Company has $12.4 million of consolidated debt related to one non-recourse mortgage that is currently in default for which the Company is working with the special servicers on a resolution.

The Company has issued letters of credit in connection with completion and repayment guarantees for loans encumbering certain of the Company’s development and redevelopment projects and guarantee of payment related to the Company’s insurance program. As of December 31, 2017, these letters of credit aggregated $40.4 million.

In connection with the construction of its development/redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2017, the Company had $20.0 million in performance and surety bonds outstanding.

The Company has accrued $4.0 million of non-current uncertain tax positions and related interest under the provisions of the authoritative guidance that addresses accounting for income taxes, which are included in Other liabilities on the Company’s Consolidated Balance Sheets at December 31, 2017. These amounts are not included in the table above because a reasonably reliable estimate regarding the timing of settlements with the relevant tax authorities, if any, cannot be made.

Off-Balance Sheet Arrangements

Unconsolidated Real Estate Joint Ventures

The Company has investments in various unconsolidated real estate joint ventures with varying structures. These joint ventures primarily operate shopping center properties. Such arrangements are generally with third-party institutional investors and individuals. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans, however, the Company, on a selective basis, has obtained unsecured financing for certain joint ventures. As of December 31, 2017, the Company did not guarantee any joint venture unsecured debt. Non-recourse mortgage debt is generally defined as debt whereby the lenders’ sole recourse with respect to borrower defaults is limited to the value of the property collateralized by the mortgage. The lender generally does not have recourse against any other assets owned by the borrower or any of the constituent members of the borrower, except for certain specified exceptions listed in the particular loan documents (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K). As of December 31, 2017, these investments include the following joint ventures:

Venture		Kimco Ownership Interest				Number of Properties				Non-Recourse Mortgages Payable (in millions)				Number of Encumbered Properties				Weighted Average Interest Rate				Weighted Average Term (months)*****
KimPru and KimPru II (a)			15.0	%			46			$	426.5				15				3.72	%			67.7
KIR (b)			48.6	%			42			$	668.1				35				4.67	%			47.0
CPP (c)			55.0	%			4			$	84.9				1				2.91	%			4.0

• Average remaining term includes extensions

	(a)	Represents the Company’s joint ventures with Prudential Global Investment Management. As of December 31, 2017, KimPru also has an unsecured term loan with an outstanding balance of $200.0 million (excluding deferred financing costs of $0.8 million), which is scheduled to mature in August 2019, with two one-year extension options at the joint venture’s discretion, and bears interest at a rate equal to LIBOR plus 1.75% (3.31% at December 31, 2017).

	(b)	Represents the Company’s joint ventures with certain institutional investors. As of December 31, 2017, KIR also has a $170.0 million unsecured revolving credit facility with an outstanding balance at December 31, 2017 of $34.4 million (excluding deferred financing costs of $0.5 million), which is scheduled to mature in September 2020, with two one-year extension options at the joint venture’s discretion, and bears interest at a rate equal to LIBOR plus 1.75% (3.31% at December 31, 2017).

	(c)	Represents the Company’s joint ventures with Canada Pension Plan Investment Board (CPPIB).

The Company has various other unconsolidated real estate joint ventures with varying structures. As of December 31, 2017, these other unconsolidated joint ventures had individual non-recourse mortgage loans aggregating $287.6 million. The aggregate debt as of December 31, 2017, of all of the Company’s unconsolidated real estate joint ventures is $1.7 billion. As of December 31, 2017, these loans had scheduled maturities ranging from one month to nine years and bore interest at rates ranging from 2.91% to 7.25%. Approximately $203.7 million of the aggregate outstanding loan balance matures in 2018. These maturing loans are anticipated to be repaid with, operating cash flows, debt refinancing, unsecured credit facilities, proceeds from sales and partner capital contributions, as deemed appropriate (see Footnote 7 of the Notes to Consolidated Financial Statements included in this Form 10-K).

Other Real Estate Investments

The Company previously provided capital to owners and developers of real estate properties through its Preferred Equity Program. As of December 31, 2017, the Company’s net investment under the Preferred Equity Program was $201.9 million relating to 357 properties, including 344 net leased properties. As of December 31, 2017, these preferred equity investment properties had individual non-recourse mortgage loans aggregating $361.0 million. These loans have scheduled maturities ranging from eight months to seven years and bear interest at rates ranging from 4.19% to 10.47%. Due to the Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is limited to its invested capital.

Funds From Operations

Funds From Operations (“FFO”) is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income/(loss) available to the Company’s common shareholders computed in accordance with generally accepted accounting principles in the United States (“GAAP”), excluding (i) gains or losses from sales of operating real estate assets and change in control of interests, plus (ii) depreciation and amortization of operating properties and (iii) impairment of depreciable real estate and in substance real estate equity investments and (iv) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis.

The Company presents FFO available to the Company’s common shareholders as it considers it an important supplemental measure of our operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO available to the Company’s common shareholders when reporting results. Comparison of our presentation of FFO available to the Company’s common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

The Company also presents FFO available to the Company’s common shareholders as adjusted as an additional supplemental measure as it believes it is more reflective of its core operating performance and provides investors and analysts an additional measure to compare the Company’s performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. FFO available to the Company’s common shareholders as adjusted is generally calculated by the Company as FFO available to the Company’s common shareholders excluding certain transactional income and expenses and non-operating impairments which management believes are not reflective of the results within the Company’s operating real estate portfolio.

FFO is a supplemental non-GAAP financial measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered an alternative for net income as a measure of liquidity. Our method of calculating FFO available to the Company’s common shareholders and FFO available to the Company’s common shareholders as adjusted may be different from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The Company’s reconciliation of net income available to the Company’s common shareholders to FFO available to the Company’s common shareholders and FFO available to the Company’s common shareholders as adjusted for the three months and years ended December 31, 2017 and 2016 is as follows (in thousands, except per share data):

		Three Months Ended								Year Ended
		December 31,								December 31,
		2017****				2016****				2017****				2016****
Net income available to the Company’s common shareholders		$	73,465			$	66,718			$	372,461			$	332,630
Gain on disposition of operating properties			(31,436	)			(10,950	)			(92,830	)			(92,824	)
Gain on disposition of joint venture operating properties and change in control of interests			(6,849	)			(14,880	)			(79,034	)			(217,819	)
Depreciation and amortization - real estate related			83,959				89,476				356,191				347,315
Depreciation and amortization - real estate joint ventures			9,835				9,477				39,248				45,098
Impairment of operating properties			32,854				24,125				65,148				101,928
(Benefit)/provision for income taxes (2)			-				(1,227	)			(39	)			39,570
Noncontrolling interests (2)			(1,688	)			245				(5,583	)			(182	)
FFO available to the Company’s common shareholders			160,140				162,984				655,562				555,716
Transactional (income)/expense:
Profit participation from other real estate investments			(379	)			(830	)			(34,952	)			(10,883	)
Gains from land sales			(2,362	)			(1,255	)			(3,422	)			(3,607	)
Acquisition and demolition costs			3,589				1,133				4,686				5,023
Gain on forgiveness of debt			(380	)			(7,357	)			(380	)			(7,357	)
Early extinguishment of debt charges			-				-				1,753				45,674
Severance costs			5,190				-				5,190				-
Gain on liquidation of a foreign entity			-				-				(14,822	)			-
Impairments on other investments			423				5,300				11,766				6,358
Preferred stock redemption charge			-				-				7,014				-
Other, net			170				62				494				(362	)
Provision for income taxes (3)			-				257				8				38,433
Noncontrolling interests (3)			-				125				11,338				410
Total transactional expense/(income), net			6,251				(2,565	)			(11,327	)			73,689
FFO available to the Company’s common shareholders as adjusted		$	166,391			$	160,419			$	644,235			$	629,405
Weighted average shares outstanding for FFO calculations:
Basic			423,734				423,087				423,614				418,402
Units			961				841				852				853
Dilutive effect of equity awards			354				1,162				405				1,307
Diluted			425,049	(1)			425,090	(1)			424,871	(1)			420,562	(1)
FFO per common share – basic		$	0.38			$	0.39			$	1.55			$	1.33
FFO per common share – diluted		$	0.38	(1)		$	0.38	(1)		$	1.55	(1)		$	1.32	(1)
FFO as adjusted per common share – basic		$	0.39			$	0.38			$	1.52			$	1.50
FFO as adjusted per common share – diluted		$	0.39	(1)		$	0.38	(1)		$	1.52	(1)		$	1.50	(1)

(1)

Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect on FFO. FFO would be increased by $274 and $229 for the three months ended December 31, 2017 and 2016, respectively, and $923 and $881 for the years ended December 31, 2017 and 2016, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations.

(2)	Related to gains, impairment and deprecation on operating properties, where applicable.

(3)	Related to transaction (income)/expense, where applicable.

Same Property Net Operating Income (“Same property NOI”)

Same property NOI is a supplemental non-GAAP financial measure of real estate companies’ operating performance and should not be considered an alternative to net income in accordance with GAAP or as a measure of liquidity. The Company considers Same property NOI as an important operating performance measure because it is frequently used by securities analysts and investors to measure only the net operating income of properties that have been owned by the Company for the entire current and prior year reporting periods. It excludes properties under redevelopment, development and pending stabilization; properties are deemed stabilized at the earlier of (i) reaching 90% leased or (ii) one year following a project’s inclusion in operating real estate. Same property NOI assists in eliminating disparities in net income due to the development, acquisition or disposition of properties during the particular period presented, and thus provides a more consistent performance measure for the comparison of the Company's properties.

Same property NOI is calculated using revenues from rental properties (excluding straight-line rent adjustments, lease termination fees and amortization of above/below market rents) less charges for bad debt, operating and maintenance expense, real estate taxes and rent expense plus the Company’s proportionate share of Same property NOI from unconsolidated real estate joint ventures, calculated on the same basis. The Company’s method of calculating Same property NOI available to the Company’s common shareholders may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

The following is a reconciliation of Net income available to the Company’s common shareholders to Same property NOI (in thousands):

		Three Months Ended December 31,								Year Ended December 31,
		2017				2016				2017				2016
Net income available to the Company’s common shareholders		$	73,465			$	66,718			$	372,461			$	332,630
Adjustments:
Management and other fee income			(4,593	)			(4,117	)			(17,049	)			(18,391	)
General and administrative			32,060				27,462				118,455				117,302
Impairment charges			33,051				25,140				67,331				93,266
Depreciation and amortization			85,024				90,884				360,811				355,320
Interest and other expense, net			53,380				40,818				191,150				232,798
Provision/(benefit) for income taxes, net			1,344				(747	)			(880	)			72,545
Gain on change in control of interests			-				(4,290	)			(71,160	)			(57,386	)
Equity in income of other real estate investments, net			(5,049	)			(5,241	)			(67,001	)			(27,773	)
Gain on sale of operating properties, net of tax			(31,436	)			(10,850	)			(93,538	)			(86,785	)
Net (loss)/income attributable to noncontrolling interests			(330	)			2,413				13,596				7,288
Preferred stock redemption charge			-				-				7,014				-
Preferred stock dividends			11,431				11,555				46,600				46,220
Non same property net operating income			(27,390	)			(20,555	)			(85,681	)			(108,248	)
Non-operational expense/(income) from joint ventures, net			9,360				8,474				72,970				(58,563	)
Same property NOI		$	230,317			$	227,664			$	915,079			$	900,223

Same property NOI increased by $2.7 million or 1.2% for the three months ended December 31, 2017, as compared to the corresponding period in 2016. This increase is primarily the result of (i) an increase of $3.0 million related to lease-up and rent commencements in the portfolio and (ii) an increase in other property income of $0.9 million, partially offset by (iii) an increase of $1.2 million of credit losses. The percentage increase in Same property NOI for the three months ended December 31, 2017 was negatively impacted by 120 basis points due to the impact of Hurricane Maria on the Company’s Puerto Rico properties.

Same property NOI increased by $14.9 million or 1.7% for the year ended December 31, 2017, as compared to the corresponding period in 2016. This increase is primarily the result of (i) an increase of $11.7 million related to lease-up and rent commencements in the portfolio, (ii) an increase in other property income of $1.8 million and (iii) a decrease of $1.4 million of credit losses. The percentage increase in Same property NOI for the year ended December 31, 2017 was negatively impacted by 30 basis points due to the impact of Hurricane Maria on the Company’s Puerto Rico properties.

Effects of Inflation

Many of the Company's long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices. In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. Most of the Company's leases include escalation clauses or require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates and will, from time-to-time, enter into interest rate protection agreements and/or foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign currency exchange rates.

New Accounting Pronouncements

See Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K.