Kimco Realty (KIM) 10-K risk factor changes: FY2018 vs FY2017

We intend to continue pursuing select real estate under development opportunities for long-term investment and construction of [removed: retail] [added: retail, residential] and/or mixed-use properties as opportunities arise.

We [removed: have substantially completed] [added: have substantially completed] our efforts to exit our investments in Mexico, South America and Canada, however, we cannot predict the impact of laws and regulations affecting these international operations, including the United States Foreign Corrupt Practices Act, or the potential that we may face regulatory sanctions.

[removed: Real estate properties] [added: Our operations] are [added: located in areas that are] subject to natural disasters and severe weather conditions such as hurricanes, tornados, earthquakes, snow storms, floods and fires.

The occurrence of natural disasters or severe weather conditions [removed: could] [added: can delay new development projects, increase investment costs to repair or replace damaged properties, increase operation costs, increase costs for future property insurance, negatively impact the tenant demand for lease space and] cause substantial damages or losses to our properties which could exceed any applicable insurance [removed: coverage and could also cause delays in development projects, negatively impact tenant demand for our properties and result in increased costs for future property insurance.][added: coverage.]

| | ● | we may need to issue additional capital stock, which could further dilute the ownership of our existing [removed: shareholders.] [added: stakeholders.] |

The capitalization rates at which properties may be sold could be higher than historic rates, thereby reducing our potential proceeds from sale.

All of these factors reduce our ability to respond to changes in the performance of our investments and could adversely affect our business, financial condition and results of operations.

Certain properties we own have a low tax basis, which may result in a taxable gain on sale.

We intend to utilize 1031 exchanges to mitigate taxable income; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions.

In the event that we do not utilize 1031 exchanges, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments.

We face risks associated with the development of mixed-use commercial properties.

We operate, are currently developing, and may in the future develop, properties either alone or through joint ventures with other persons that are known as “mixed-use” developments.

This means that in addition to the development of retail space, the project may also include space for residential, office, hotel or other commercial purposes.

We have less experience in developing and managing non-retail real estate than we do with retail real estate.

As a result, if a development project includes a non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer with experience developing properties for such use or partner with such a developer.

If we do not sell the rights or partner with such a developer, or if we choose to develop the other component ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate generally, but also to specific risks associated with the development and ownership of non-retail real estate.

In addition, even if we sell the rights to develop the other component or elect to participate in the development through a joint venture, we may be exposed to the risks associated with the failure of the other party to complete the development as expected.

These include the risk that the other party would default on its obligations necessitating that we complete the other component ourselves (including providing any necessary financing).

In the case of residential properties, these risks include competition for prospective residents from other operators whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the resident seeks.

We will also compete against condominiums and single-family homes that are for sale or rent.

In the case of office properties, the risks also include changes in space utilization by tenants due to technology, economic conditions and business culture, declines in financial condition of these tenants and competition for credit worthy office tenants.

In the case of hotel properties, the risks also include increases in inflation and utilities that may not be offset by increases in room rates.

We are also dependent on business and commercial travelers and tourism.

Because we have less experience with residential, office and hotel properties than with retail properties, we expect to retain third parties to manage our residential properties.

If we decide to not sell or participate in a joint venture and instead hire a third-party manager, we would be dependent on them and their key personnel who provide services to us and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.

If insurance is unavailable to us or is unavailable on acceptable terms, or if our insurance is not adequate to cover business interruption or losses from these events, our financial condition, results of operations and cash flows could be adversely affected.

Impacts from transition away from London Inter-bank Offered Rate (“LIBOR”).

A portion of our long-term indebtedness bears interest at fluctuating interest rates based on LIBOR for deposits of U.S. dollars.

LIBOR and certain other interest “benchmarks” may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.

The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging or requiring banks to submit LIBOR rates after 2021, and it is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will evolve.

If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected.

The most significant assumptions and estimates relate to revenue recognition and the recoverability of trade accounts receivable, depreciable lives, valuation of real [added: estate, including real] estate [added: under development,] and intangible assets and liabilities, valuation of joint venture investments and other investments, [added: and] realizability of deferred tax assets and uncertain tax positions.

_Revenue Recognition and [added: Recoverability of Trade] Accounts Receivable_

These percentage rents are [removed: recorded] [added: recognized] once the required sales level is achieved.

[removed: In addition, leases] [added: Leases] typically provide for reimbursement to the Company of common area [removed: maintenance,] [added: maintenance costs (“CAM”),] real estate taxes and other operating expenses.

The Company makes estimates of the [removed: collectability/recoverability of its] [added: uncollectable trade] accounts [removed: receivable] [added: receivables] related to base rents, straight-line rent, expense reimbursements and other revenues.

The Company analyzes accounts receivable and historical bad debt levels, customer [removed: credit-worthiness] [added: credit worthiness] and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.

The Company’s reported net earnings are directly affected by management’s estimate of the collectability of [added: trade] accounts receivable.

[removed: Upon] [added: Also, 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.

| Buildings and building improvements (in years) | | [removed: 15] [added: 5] to 50 |

On a continuous basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding [removed: period and] [added: period,] general market [removed: conditions,] [added: conditions and delays of development,] 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 [removed: flows] [added: flows, net of anticipated construction and leasing costs,] (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 [added: costs of materials and labor,] operating income, trends and prospects, as well as the effects of demand, competition and other factors.

To the extent impairment has occurred, the loss [removed: shall] [added: will] be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

As of December 31, [removed: 2017,] [added: 2018,] the Company had interests in [removed: 493] [added: 437] shopping center properties aggregating [removed: 83.2] [added: 76.3] million square feet of GLA located in [removed: 29 states, Puerto Rico] [added: 27 states] and [removed: Canada.][added: Puerto Rico.]

In addition, the Company had [removed: 372] [added: 290] other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling [removed: 5.8] [added: 4.7] million square feet of GLA.

The following highlights the Company’s significant transactions, events and results that occurred during the year ended December 31, [removed: 2017:][added: 2018:]

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

| | ● | Funds from operations (“FFO”) [removed: increased to $655.6] [added: was $620.7] million or [removed: $1.55] [added: $1.47] per diluted share for the year ended December 31, [removed: 2017 from $555.7] [added: 2018, as compared to $655.6] million or [removed: $1.32] [added: $1.55] per diluted share for the [removed: year ended December 31, 2016] [added: corresponding period in 2017] (see additional disclosure on FFO beginning on page 36). |

| | ● | FFO as adjusted [removed: increased to $644.2] [added: was $613.0] million or [removed: $1.52] [added: $1.45] per diluted share for the year ended December 31, [removed: 2017 from $629.4] [added: 2018, as compared to $644.2] million or [removed: $1.50] [added: $1.52] per diluted share for the [removed: year ended December 31, 2016,] [added: corresponding period in 2017] (see additional disclosure on FFO beginning on page 36). |

| | ● | Same property net operating income (“Same property NOI”) increased [removed: 1.7%] [added: 2.9%] for the year ended December 31, [removed: 2017,] [added: 2018,] as compared to the corresponding period in [removed: 2016] [added: 2017] (see additional disclosure on Same property NOI beginning on page [removed: 37).] [added: 38).] |

| | ● | Executed [removed: 1,196] [added: 1,046] new leases, renewals and options totaling approximately [removed: 8.9] [added: 7.6] million square feet in the consolidated operating portfolio. |

| | ● | The Company’s consolidated operating portfolio occupancy at December 31, [removed: 2017] [added: 2018] was [removed: 95.9%] [added: 95.8%] as compared to [removed: 95.2%] [added: 95.9%] at December 31, [removed: 2016.] [added: 2017.] |

[removed: _Acquisition Activity_ _(see Footnotes 3 and_ _7_] [added: _Acquisition_ _and Development_ _Activity_ _(see_ _Footnote__s_ _3_ _and 4_] _of the Notes to Consolidated Financial Statements_ _included in this Form 10-K__)__:_

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

[removed: ][added: ]

| | ● | During the [removed: years] [added: year] ended December 31, [removed: 2017,] [added: 2018,] the Company repaid the following notes (dollars in millions): |

[removed: | | ● | In February 2017, the] [added: The] Company [removed: closed on] [added: has] a $2.25 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2021, [removed: 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. [removed: |]

| | ● | [removed: Also] [added: Also,] during [removed: 2017,] [added: 2018,] the Company (i) [removed: assumed/consolidated $257.5] [added: deconsolidated $206.0] million of individual non-recourse mortgage debt [removed: (including a fair market value adjustment of $8.5 million) related] [added: relating] to [removed: two] [added: an] operating [removed: properties,] [added: property for which the Company no longer holds a controlling interest,] (ii) [removed: paid off $692.9] [added: repaid $205.6] million of [added: maturing] mortgage debt (including fair market value adjustments of [removed: $5.8] [added: $0.9] million) that encumbered [removed: 27] [added: six] operating properties and (iii) [removed: obtained] [added: disposed of] a [removed: $206.0] [added: $12.4] million [removed: non-recourse mortgage relating to one operating property.] [added: encumbered property through foreclosure.] |

| | ● | As a result of the above activity, the [removed: Company extended its] [added: Company’s] debt maturity profile, including extension options, [added: is] as follows: |

| | ● | As of December 31, [removed: 2017,] [added: 2018,] the weighted average interest rate was [removed: 3.84%] [added: 3.62%] and the weighted average maturity profile was [removed: 10.7] [added: 10.5] years. |

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, [removed: national or regional discount department stores] [added: off-price retailers, discounters] or [removed: drugstores,] [added: service-oriented tenants,] which offer [added: off-price merchandise and] 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 [removed: more undesirable] [added: less desirable] locations.

[removed: As the] [added: The] Company [removed: moves forward, it intends] [added: continues] to take steps to strengthen its portfolio in the rapidly changing retail environment.

Comparison of Years Ended December 31, [removed: 2017] [added: 2018] to [removed: 2016][added: 2017]

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

| | | [removed: 2017 | | | | 2016] [added: 2018] | | | | [removed: $ Change] [added: 2017] | | |

[removed: |] Revenues from rental properties [removed: | | $ | 1,183,785 | | | $ | 1,152,401 | | | $ | 31,384 | |]

| Rent [removed: (1)] | | | (11,145 | ) | | | (10,993 | ) | | | (152 | ) |

| [removed: Benefit/(provision)] [added: (Provision)/benefit] for income taxes, net | | | [removed: 880] [added: (1,600] | [added: )] | | | [removed: (72,545] [added: 880] | [removed: )] | | | [removed: 73,425] [added: (2,480] | [added: )] |

| Gain on change in control of [added: joint venture] interests | | | 71,160 | | | | 57,386 | | | | 13,774 | |

The Company’s primary source of revenue is derived from property leases which produce the Company’s Revenues from rental properties, Reimbursement income and Other rental property income.

On January 1, 2018, the Company adopted ASU 2014-09, _Revenue from Contracts with Customers_ (Topic 606), using the modified retrospective method.

The adoption of this standard did not result in any material changes to the Company’s revenue recognition (See Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K).

Revenues from rental properties are comprised of minimum base rent, percentage rent, lease termination fee income, amortization of above-market and below-market rent adjustments and straight-line rent adjustments.

Lease termination fee income is recognized when the lessee provides consideration in order to terminate an existing lease agreement and has vacated the leased space.

The performance obligation of the Company is the termination of the lease agreement which occurs upon consideration received and execution of the termination agreement.

Upon acquisition of real estate operating properties, the Company estimates the fair value of identified intangible assets and liabilities (including above-market and below-market leases, where applicable).

The capitalized above-market or below-market intangible asset or liability is amortized to rental income over the estimated remaining term of the respective leases, which includes the expected renewal option period for below-market leases.

Reimbursement income

Trade accounts receivable

Depreciable Lives

The Company capitalizes acquisition costs related to real estate operating properties, which qualify as asset acquisitions.

Valuation of real estate, including real estate under development, and intangible assets and liabilities

The Company’s estimated fair values are based upon a discounted cash flow model for each property that includes all estimated cash inflows and outflows over a specified holding period.

Valuation of Joint Venture Investments and Other Investments

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.

| | ● | Acquired two land parcels adjacent to existing shopping centers located in Ardmore, PA and Elmont, NY, in separate transactions, for an aggregate purchase price of $5.4 million. |

| | ● | Completed and opened three development projects totaling $338.8 million (including capitalized costs of $21.4 million) during the year ended December 31, 2018. |

| | ● | During 2018, the Company sold 10 land parcels for an aggregate sales price of $9.7 million, which resulted in an aggregate gain of $6.3 million. |

| | ● | During January 2018, the underwriting financial institutions for the Class M Preferred Stock exercised the over-allotment option and as a result, the Company issued an additional 1,380,000 Class M Depositary Shares and received net proceeds before expenses of $33.4 million. |

| Senior unsecured notes (1) | | Aug-18 | | $ | 300.0 | | | | 6.875% | | Oct-19 |

| Senior unsecured notes (2) | | Jun-18 & Jul-18 | | $ | 15.1 | | | | 3.200% | | May-21 |

| | (1) | The Company recorded an early extinguishment of debt charge of $12.8 million resulting from the early repayment of these notes. |

| | (2) | Represents partial repayments. As of December 31, 2018, these notes had a remaining outstanding balance of $484.9 million. |

| | ● | In August 2018, the Company closed on a construction loan commitment of $67.0 million relating to one development property, which had a balance of $51.0 million outstanding as of December 31, 2018. |

| | | 2018 | | | | 2017 | | | | $ Change | | |

| Revenues from rental properties (1) | | $ | 882,345 | | | $ | 912,670 | | | $ | (30,325 | ) |

| Reimbursement income (1) | | | 246,381 | | | | 247,563 | | | | (1,182 | ) |

| Other rental property income (1) | | | 20,877 | | | | 23,552 | | | | (2,675 | ) |

| Rent (2) | | | (10,929 | ) | | | (11,145 | ) | | | 216 | |

| Real estate taxes | | | (153,336 | ) | | | (157,196 | ) | | | 3,860 | |

| Operating and maintenance (1) (3) | | | (164,294 | ) | | | (169,552 | ) | | | 5,258 | |

| General and administrative (1) (4) | | | (87,797 | ) | | | (91,690 | ) | | | 3,893 | |

| Impairment charges | | | (79,207 | ) | | | (67,331 | ) | | | (11,876 | ) |

| Depreciation and amortization | | | (310,380 | ) | | | (360,811 | ) | | | 50,431 | |

| Gain on sale of operating properties/change in control of interests | | | 229,840 | | | | 93,538 | | | | 136,302 | |

| Other income, net | | | 13,041 | | | | 2,559 | | | | 10,482 | |

| Interest expense | | | (183,339 | ) | | | (191,956 | ) | | | 8,617 | |

| Equity in income of joint ventures, net | | | 71,617 | | | | 60,763 | | | | 10,854 | |

| Net income attributable to noncontrolling interests | | | (668 | ) | | | (13,596 | ) | | | 12,928 | |

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.

_Investments in Unconsolidated Joint Ventures_

| | ● | 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. |

| Medium Term Notes | | Aug-17 & Nov-17 | | $ | 300.0 | | | 4.30% | | | Feb-18 |

| Term Loan | | Jan-17 | | $ | 250.0 | | | LIBOR + 0.95% | | | Jan-17 |


| Operating and maintenance (2) | | | (142,787 | ) | | | (140,910 | ) | | | (1,877 | ) |

| General and administrative (3) | | | (118,455 | ) | | | (117,302 | ) | | | (1,153 | ) |

| Interest, dividends and other investment income | | | 2,809 | | | | 1,478 | | | | 1,331 | |

| Other (expense)/income, net | | | (250 | ) | | | 3,947 | | | | (4,197 | ) |

| Gain on sale of operating properties, net, net of tax | | | 93,538 | | | | 86,785 | | | | 6,753 | |

_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.

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.

| Revenues from rental properties | | $ | 1,152,401 | | | $ | 1,144,474 | | | $ | 7,927 | |

| 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 | |

| Impairment charges | | | (93,266 | ) | | | (45,383 | ) | | | (47,883 | ) |

| Depreciation and amortization | | | (355,320 | ) | | | (344,527 | ) | | | (10,793 | ) |

| 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 | |

| 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 | ) |

| Loss from discontinued operations | | | \- | | | | (75 | ) | | | 75 | |

| Gain on sale of operating properties, net, net of tax | | | 86,785 | | | | 125,813 | | | | (39,028 | ) |

| Preferred dividends | | | (46,220 | ) | | | (57,084 | ) | | | 10,864 | |

| Diluted per common share | | $ | 0.79 | | | $ | 2.00 | | | $ | (1.21 | ) |

_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.

_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.

_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.

See “Liquidity and Capital Resources” for additional details.

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

The following table presents the Company’s aggregate fixed rate and variable rate debt obligations outstanding, including fair market value adjustments and unamortized deferred financing costs, as of December 31, [removed: 2017,] [added: 2018,] with corresponding weighted-average interest rates sorted by maturity date.

| | | [removed: 2018] [added: 2019] | | | | [removed: 2019] [added: 2020] | | | | [removed: 2020] [added: 2021] | | | | [removed: 2021] [added: 2022] | | | | [removed: 2022] [added: 2023] | | | | [removed: Thereafter] [added: Thereafter] | | | | [removed: Total] [added: Total] | | | | [removed: Fair Value] [added: Fair Value] | | |

| Average Interest Rate | | | \- | | | | [removed: 2.60] [added: 4.23] | % | | | \- | | | | \- | | | | \- | | | | \- | | | | [removed: 2.60] [added: 4.23] | % | | | | |

| Average Interest Rate | | | \- | | | | [removed: 6.88] [added: \-] | [removed: %] | | | [removed: \-] [added: 3.20] | [added: %] | | | [removed: 3.20] [added: 3.40] | % | | | [removed: 3.40] [added: 3.13] | % | | | [removed: 3.54] [added: 3.59] | % | | | [removed: 3.71] [added: 3.49] | % | | | | |

| Average Interest Rate | | | \- | | | | \- | | | | [removed: \-] [added: 3.31] | [added: %] | | | [removed: 2.28] [added: \-] | [removed: %] | | | [added: \-] | | | | \- | | | | [removed: 2.28] [added: 3.31] | % | | | | |

Based on the Company’s variable-rate debt balances, interest expense would have increased by [removed: $1.0] [added: $1.5] million for the year ended December 31, [removed: 2017,] [added: 2018,] if short-term interest rates were 1.0% higher.

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Mexico | | $ | [removed: 0.3] [added: \-] | | | $ | [removed: 0.6] [added: 0.3] | | | $ | [removed: 1.9] [added: 0.6] | |

| Mexico (Mexican Pesos “MXN”) | | | [removed: 5.7] [added: \-] | | | | [removed: 11.3] [added: 5.7] | | | | [removed: 28.2] [added: 11.3] | |

| Canada (1) | | $ | [removed: (1.3] [added: 3.2] | [removed: )] | | $ | [removed: 152.6] [added: (1.3] | [added: )] | | $ | [removed: 409.1] [added: 152.6] | |

| Mexico (2) | | $ | [removed: (0.3] [added: (0.7] | ) | | $ | [removed: (3.6] [added: (0.3] | ) | | $ | [removed: (1.6] [added: (3.6] | ) |

| Canada (CAD) (1) | | | [removed: (1.7] [added: 4.5] | [removed: )] | | | [removed: 199.5] [added: (1.7] | [added: )] | | | [removed: 540.1] [added: 199.5] | |

| Mexico (MXN) [added: (2)] | | | [removed: (6.3] [added: (12.9] | ) | | | [removed: 29.2] [added: (6.3] | [added: )] | | | [removed: (24.0] [added: 29.2] | [removed: )] |

| | (1) | Includes impairment charge of $3.4 million (CAD 4.3 million) related to the pending sale of a property for the year ended December 31, 2017. In addition, includes gains of [removed: $141.9] [added: $0.8] million (CAD [removed: 185.9] [added: 1.0] million) and [removed: $373.8] [added: $141.9] million (CAD [removed: 439.9] [added: 185.9] million) on disposition of equity interests for the years ended December 31, [removed: 2016] [added: 2018] and [removed: 2015,] [added: 2016,] respectively. |

| | (2) | Includes [added: impairment charge of $0.6 million (MXP 11.0 million) related to pending sale of land parcel for the year ended December 31, 2018. In addition, includes] equity losses of $5.2 million [removed: and $0.8 million] for the [removed: years] [added: year] ended December 31, 2016 [removed: and 2015, respectively,] related to foreign investments for which the reporting currency is denominated in USD and not subject to foreign translation exposure. |

During the year ended December 31, [removed: 2017,] [added: 2018,] the Company [removed: substantially liquidated its investments in Canada and as such,] recognized a net [removed: cumulative] foreign currency [removed: translation gain] [added: loss] of [removed: $10.0] [added: $0.2] million.

The Company periodically evaluates its exposure to short-term interest rates and will, from time-to-time, enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt.

| Fixed Rate | | $ | \- | | | $ | 104.5 | | | $ | 150.7 | | | $ | 151.2 | | | $ | 11.9 | | | $ | 24.1 | | | $ | 442.4 | | | $ | 434.9 | |

| Average Interest Rate | | | \- | | | | 5.47 | % | | | 5.39 | % | | | 4.05 | % | | | 3.23 | % | | | 6.85 | % | | | 4.97 | % | | | | |

| Variable Rate | | $ | \- | | | $ | 50.0 | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 50.0 | | | $ | 51.5 | |

| Fixed Rate | | $ | \- | | | $ | \- | | | $ | 483.2 | | | $ | 495.9 | | | $ | 347.7 | | | $ | 2,959.0 | | | $ | 4,285.8 | | | $ | 4,028.8 | |

| Variable Rate | | $ | \- | | | $ | \- | | | $ | 95.7 | | | $ | \- | | | | \- | | | $ | \- | | | $ | 95.7 | | | $ | 97.6 | |

The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes.

At December 31, 2018, the Company’s foreign real estate investments in their local currency had an aggregate carrying amount of 39.7 million Mexican Pesos (USD $4.1 million).

Currency fluctuations between local currency and the U.S. dollar for the Company’s foreign monetary assets and liabilities result in foreign currency gains/losses which are recognized in Other income, net in the Company’s Consolidated Statements of Income.

| Fixed Rate | | $ | 85.4 | | | $ | 2.4 | | | $ | 136.9 | | | $ | 156.1 | | | $ | 155.6 | | | $ | 246.4 | | | $ | 782.8 | | | $ | 781.8 | |

| Average Interest Rate | | | 5.63 | % | | | 5.29 | % | | | 5.31 | % | | | 5.39 | % | | | 4.05 | % | | | 4.43 | % | | | 4.83 | % | | | | |

| Variable Rate | | $ | \- | | | $ | 100.0 | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 100.0 | | | $ | 99.6 | |

| Fixed Rate | | $ | \- | | | $ | 299.5 | | | $ | \- | | | $ | 497.6 | | | $ | 494.9 | | | $ | 3,302.4 | | | $ | 4,594.4 | | | $ | 4,599.6 | |

| Variable Rate | | $ | \- | | | $ | \- | | | $ | \- | | | $ | 1.7 | | | | | | | $ | \- | | | $ | 1.7 | | | $ | 1.9 | |

| Chile | | $ | \- | | | $ | \- | | | $ | 6.7 | |

| Chile (Chilean Pesos “CLP”) | | | \- | | | | \- | | | | 4,264.9 | |

| Chile (3) | | $ | \- | | | $ | \- | | | $ | 0.9 | |

| Chile (CLP) | | | \- | | | | \- | | | | \- | |

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

| | (3) | Included in the year ended December 31, 2015 is the release of CTA of $0.8 million in equity income. |

The following table presents the Company’s foreign investments in their respective local currencies and the U.S. dollar equivalents:

| Foreign Investment (in millions) | | | | | | | | |

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

| Country | | Local Currency | | | | U.S. Dollars | | |

| Mexican real estate investments (MXN) | | | 53.4 | | | $ | 4.8 | |

| Canadian investments (CAD) | | | 18.2 | | | $ | 14.6 | |

Currency fluctuations between local currency and the U.S. dollar, for investments for which the Company had determined that the local currency was the functional currency, for the period in which the Company held its investment resulted in a cumulative translation adjustment (“CTA”).

This CTA was recorded as a component of Accumulated other comprehensive income (“AOCI”) on the Company’s Consolidated Balance Sheets.

The Company had previously substantially liquidated its investments in Mexico.

As a result of the substantial liquidation of the Company’s foreign investments, any future currency changes, which could have a favorable or unfavorable impact, will be recognized in Other (expense)/income, net in the Company’s Consolidated Statements of Income.

The Company is a self-administered real estate investment trust (“REIT”) and has owned and operated open-air shopping centers for [added: over] 60 years.

As of December 31, [removed: 2017,] [added: 2018,] the Company had interests in [removed: 493] [added: 437] shopping center properties (the “Combined Shopping Center Portfolio”), aggregating [removed: 83.2] [added: 76.3] million square feet of gross leasable area (“GLA”), located in [removed: 29 states, Puerto Rico] [added: 27 states] and [removed: Canada.][added: Puerto Rico.]

In addition, the Company had [removed: 372] [added: 290] other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling [removed: 5.8] [added: 4.7] million square feet of GLA.

As of December 31, [removed: 2017,] [added: 2018,] a total of [removed: 546] [added: 533] persons were employed by the Company.

The public may read and [added: obtain a] copy [added: of] any materials we file [added: electronically] with the SEC at [removed: the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549.][added: _http://www.sec.gov_.]

[removed: As of December 31, 2017, the] [added: The] Company [added: also expanded internationally within Canada, Mexico, Chile, Brazil and Peru but] has [added: since] substantially liquidated its investments in Mexico and [removed: Canada and] has completely exited [removed: South America.][added: Canada, Chile, Brazil and Peru.]

The Company’s operating strategies are to (i) own and operate its shopping center properties at their highest potential through maximizing and maintaining rental income and occupancy levels, (ii) attract local area customers to its shopping centers, which offer [added: off-price merchandise and] day-to-day necessities rather than high-priced luxury items, and (iii) maintain a strong balance sheet.

| | ● | increase rental rates [added: where possible] through the leasing of space to new tenants; |

| | ● | attract a diverse and robust tenant base across a variety of retailers at its properties, which include grocery store, [removed: national or regional discount department store] [added: off-price retailers, discounters,] or [removed: drugstore] [added: service-oriented] tenants; |

As of December 31, [removed: 2017,] [added: 2018,] no single open-air shopping center accounted for more than 1.8% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than [removed: 1.6%] [added: 1.7%] of the Company’s total shopping center GLA.

Furthermore, at December 31, [removed: 2017,] [added: 2018,] the Company’s single largest tenant represented only [removed: 3.6%] [added: 3.7%] and the Company’s five largest tenants aggregated less than [removed: 12.0%] [added: 12.2%] of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

The Company’s investment strategy is to invest capital into high quality assets which are concentrated in major metro markets that provide opportunity for growth while disposing of lesser quality assets in [removed: more undesirable] [added: less desirable] locations.

The Company’s investment strategy also includes the retail re-tenanting, renovation and expansion of its existing centers and acquired [removed: centers.][added: centers, while also pursuing redevelopment opportunities to increase overall value within its portfolio.]

The Company also continues to simplify its business by reducing the number of joint venture [removed: investments and pursuing redevelopment opportunities to increase overall value within its portfolio.][added: investments.]

If the [removed: Company accepts sales prices] [added: estimated fair value] for any of these assets [removed: that are] [added: is] less than their net carrying values, the Company would be required to take impairment charges and such amounts could be material.

By investing in technologies and improved processes, the Company has delivered significant year-over-year reductions in energy consumption across its portfolio of [removed: properties.][added: properties, including re-thinking how it controls and lights its parking areas, which reduces negative environmental impacts associated with fossil-fuel based energy sources.]

For the [removed: third] [added: fourth] consecutive year, the Company was named to the Dow Jones Sustainability North America Index, remaining the sole U.S. retail owner among eligible companies.

The Company also earned the Green Star designation by the Global Real Estate Sustainability Benchmark (“GRESB”) for the [removed: fourth] [added: fifth] year in a row and remains the top-ranked North American company among a peer group of open-air retail property owners.

The following table sets forth information with respect to the executive officers of the Company as of December 31, [removed: 2017:][added: 2018:]

| Milton Cooper | [removed: 88] [added: 89] | Executive Chairman of the Board of Directors | Co-Founder |

| Conor C. Flynn | [removed: 37] [added: 38] | Chief Executive Officer | 2003 |

| Ross Cooper | [removed: 35] [added: 36] | President and Chief Investment Officer [removed: (1)] | 2006 |

| Glenn G. Cohen | [removed: 53] [added: 54] | Executive Vice President, Chief Financial Officer and Treasurer | 1995 |

| David Jamieson | [removed: 37] [added: 38] | Executive Vice President, Chief Operating Officer [removed: (2)] | 2007 |

The Company began to expand its operations through the development of real estate and the construction of shopping centers but revised its growth strategy to focus on the acquisition of existing shopping centers.

More recently the Company, on a selective basis, has embarked on several ground-up development and re-development projects which include residential and mixed-use components.

_Strategy Overview_

The Company’s strategy focuses on:

| | ● | improving the quality and locations of its portfolio; |

| | ● | harvesting the unrealized value in its portfolio; and |

| | ● | maintaining a strong balance sheet with ample liquidity. |

Over the past several years, the Company has transformed its portfolio, focusing on major metropolitan-area U.S. markets, predominantly on the East and West coasts and in the Sunbelt region, which are supported by strong demographics, significant projected population growth, and where the Company perceives significant barriers to entry.

As of December 31, 2018, the Company derived 81% of its annualized base rent from its top 20 core markets.

Since December 2015, when the Company announced this strategic focus, it has disposed of 260 property interests, for an aggregate gross sales price of $3.8 billion, which includes completing its exit from Latin America and Canada and the substantial liquidation of its assets in Mexico.

The Company’s focus on high-quality locations has led to significant opportunities for value creation through the reinvestment in its assets to add density, replace outdated shopping center concepts, and better meet changing consumer demands.

Since 2015, the Company has completed 78 redevelopment projects, with a gross investment of $374.8 million and a blended return on investment of 10.0%.

In 2018, the Company delivered three Signature Series™ ground-up developments, Grand Parkway Marketplace Phase II, Dania Pointe Phase I, and Lincoln Square, which embody the high-quality characteristics and growth profile of its overall portfolio.

The successful completion of Lincoln Square also demonstrates the potential in its residential and mixed-use platform.

The Company continues to place strategic emphasis on live/work/play environments and in reinvesting in its existing assets.

The strength and security of the Company’s balance sheet remains central to its strategy.

The Company’s strong balance sheet and liquidity position are evidenced by its investment grade unsecured debt ratings (Baa1/BBB+/BBB+) by all three major ratings agencies.

The Company maintains one of the longest debt maturity profiles in the REIT industry, now at 10.5 years.

The Company has taken meaningful steps to reduce leverage, and its goal is to further improve its debt coverage metrics as redevelopment and development projects continue to come online and contribute additional cash flow growth.

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

Also, for the first time, the Company achieved perfect scores in the categories of “Management” and “Policy and Disclosure”.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at _http://www.sec.gov_.

The Company’s initial growth resulted primarily from real estate under development and the construction of shopping centers.

Subsequently, the Company revised its growth strategy to focus on the acquisition of existing shopping centers and continued its expansion across the nation and internationally within Canada, Mexico and South America (Chile, Brazil and Peru).

During 2013, the Company began its efforts to exit its foreign investments due to perceived changes in market conditions.

For the years ended December 31, 2017, 2016 and 2015, the Company’s consolidated revenues were $1.2 billion, $1.2 billion and $1.1 billion, respectively, which includes $0.3 million, $0.6 million and $8.6 million, respectively, from the Company’s consolidated foreign investments.

For the years ended December 31, 2017, 2016 and 2015, the Company’s equity in income from unconsolidated joint ventures and preferred equity investments were $60.8 million, $218.7 million and $480.4 million, respectively, which includes equity loss of $1.6 million, equity income of $149.0 million and equity income of $408.4 million, respectively, from the Company’s unconsolidated foreign investments.

See Item 7A Quantitative and Qualitative Disclosures About Market Risk for further details regarding the Company’s foreign investments.

In order to execute the Company’s strategy, the Company intends to continue to strengthen its balance sheet by pursuing deleveraging efforts over time, providing it the necessary flexibility to invest opportunistically and selectively, primarily focusing on U.S. open-air shopping centers.

Re-thinking how it controls and lights its parking areas significantly reduces operating costs and meaningfully curbs negative environmental impacts associated with fossil-fuel based energy sources.

| | (1) | Ross Cooper was elected President and Chief Investment Officer in February 2017 and prior to that had served as Executive Vice President and Chief Investment Officer since May 2015. |

| | (2) | David Jamieson was elected Executive Vice President, Chief Operating Officer in February 2017 and prior to that had served as Executive Vice President of Asset Management and Operations since May 2015. |

10-K 1 [removed: kim20171231_10k.htm] [added: kim20181231_10k.htm] FORM 10-K

| [removed: ☑] [added: ☑] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December [removed: 31, 2017][added: 31, 2018]

| [removed: ☐] [added: ☐] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| | | [added: |] Name of each exchange on |

| Title of each class | | [added: |] which registered |

| Common Stock, par value $.01 per share. | | [added: |] New York Stock Exchange |

| Depositary Shares, each representing one-thousandth of a share of 6.000% Class I Cumulative Redeemable Preferred Stock, $1.00 par value per share. | | [added: |] New York Stock Exchange |

| Depositary Shares, each representing one-thousandth of a share of 5.500% Class J Cumulative Redeemable Preferred Stock, $1.00 par value per share. | | [added: |] New York Stock Exchange |

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

| Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable Preferred Stock, $1.00 par value per share. | | [added: |] New York Stock Exchange |

| Depositary Shares, each representing one-thousandth of a share of 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share. | | [added: |] New York Stock Exchange |

Indicate by check mark whether the registrant has submitted [removed: electronically and posted on its corporate website, if any,] [added: electronically,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting [removed: company,] [added: company,”] and “emerging growth [removed: company””] [added: company”] in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $7.6] [added: $7.0] billion based upon the closing price on the New York Stock Exchange for such equity on June 30, [removed: 2017.][added: 2018.]

As of February [removed: 20, 2018,] [added: 6, 2019,] the registrant had [removed: 425,455,523] [added: 421,385,972] shares of common stock outstanding.

Part III incorporates certain information by reference to the Registrant's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on April [removed: 24, 2018.][added: 30, 2019.]

Page 1 of [removed: 98][added: 96]

| [Item 1. [removed: Business](#I1)] [added: Business](#business)] | 3 |

| [Item 1A. Risk [removed: Factors](#I1a)] [added: Factors](#riskfactors)] | 6 |

| [Item 1B. Unresolved Staff [removed: Comments](#I1b)] [added: Comments](#unresolved)] | 13 |

| [Item 2. [removed: Properties](#i2)] [added: Properties](#properties)] | [removed: 13] [added: 14] |

| [Item 3. Legal [removed: Proceedings](#i3)] [added: Proceedings](#legal)] | 15 |

| [Item 4. Mine Safety [removed: Disclosures](#i4)] [added: Disclosures](#mine)] | 15 |

| [Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5)] [added: Securities](#market)] | 16 |

| [Item 6. Selected Financial [removed: Data](#i6)] [added: Data](#selected)] | 19 |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7)] [added: Operations](#mda)] | 20 |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7a)] [added: Risk](#qq)] | 39 |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i8)] [added: Data](#financial)] | [removed: 40] [added: 39] |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i9)] [added: Disclosure](#changes)] | 40 |

| [Item 9A. Controls and [removed: Procedures](#i9a)] [added: Procedures](#controls)] | 40 |

| [Item 9B. Other [removed: Information](#i9b)] [added: Information](#other)] | 40 |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i10)] [added: Governance](#directors)] | 40 |

| [Item 11. Executive [removed: Compensation](#i11)] [added: Compensation](#executive)] | 40 |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i12)] [added: Matters](#security)] | 41 |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i13)] [added: Independence](#certain)] | 41 |

| [Item 14. Principal Accounting Fees and [removed: Services](#i14)] [added: Services](#principal)] | 41 |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i15)] [added: Schedules](#exhibits)] | 42 |

| [Item 16. Form 10-K [removed: Summary](#i16)] [added: Summary](#form10k)] | 42 |

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

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_Real_ _Estate Portfolio__._ As of December 31, [removed: 2017,] [added: 2018,] the Company had interests in [removed: 493] [added: 437] shopping center properties aggregating [removed: 83.2] [added: 76.3] million square feet of GLA located in [removed: 29 states, Puerto Rico] [added: 27 states] and [removed: Canada.][added: Puerto Rico.]

In addition, the Company had [removed: 372] [added: 290] other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling [removed: 5.8] [added: 4.7] million square feet of GLA.

As of December 31, [removed: 2017,] [added: 2018,] the Company’s Combined Shopping Center Portfolio, including noncontrolling interests, was [removed: 96.0%] [added: 95.6%] leased.

The Company's open-air shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of [removed: 168,433] [added: 174,108] square feet as of December 31, [removed: 2017.][added: 2018.]

During [removed: 2017,] [added: 2018,] the Company expended [removed: $206.8] [added: $290.9] million in connection with these property improvements [removed: and expensed] [added: as well as tenant improvements while expensing $29.7 million] to [removed: operations $32.6 million.][added: operations.]

The Company's open-air shopping centers are usually "anchored" by a grocery store, [removed: national or regional discount department store] [added: off-price retailer, discounter] or [removed: drugstore.][added: service-oriented tenant.]

Some of the major national and regional companies that are tenants in the Company's shopping center properties include TJX Companies, The Home Depot, Ahold Delhaize, [removed: Bed Bath & Beyond,] [added: Petsmart,] Albertsons, Ross Stores, [removed: Petsmart, Kohl’s, Wal-Mart and] Whole [removed: Foods.][added: Foods Market, Walmart, Bed Bath & Beyond and Kohl’s.]

As of December 31, [removed: 2017,] [added: 2018,] no single open-air shopping center accounted for more than 1.8% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than [removed: 1.6%] [added: 1.7%] of the Company’s total shopping center GLA.

At December 31, [removed: 2017,] [added: 2018,] the Company’s five largest tenants were TJX Companies, The Home Depot, Ahold Delhaize, [removed: Bed Bath & Beyond] [added: Petsmart] and Albertsons, which represented [removed: 3.6%, 2.5%,] [added: 3.7%, 2.6%,] 2.2%, [removed: 1.8%] [added: 1.9%] and 1.8%, respectively, of the Company’s annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

Most of the leases provide for the payment of fixed-base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping [removed: centers.][added: centers (certain of the leases provide for the payment of a fixed-rate reimbursement of these such expenses).]

Minimum base rental revenues and operating expense reimbursements accounted for [removed: 97%] [added: 98%] and other revenues, including percentage rents, accounted for [removed: 3%] [added: 2%] of the Company's total revenues from rental properties for the year ended December 31, [removed: 2017.][added: 2018.]

As of December 31, [removed: 2017,] [added: 2018,] the Company’s consolidated operating portfolio, comprised of [removed: 59.4] [added: 53.0] million square feet of GLA, was [removed: 95.9%] [added: 95.8%] leased.

For the period January 1, [removed: 2017] [added: 2018] to December 31, [removed: 2017,] [added: 2018,] the Company increased the average base rent per leased square foot, which includes the impact of tenant concessions, in its consolidated portfolio of open-air shopping centers from [removed: $14.99] [added: $15.43] to [removed: $15.43,] [added: $16.22,] an increase of [removed: $0.44.][added: $0.79.]

This increase primarily consists of (i) a [removed: $0.30] [added: $0.32] increase relating to new leases signed net of leases vacated and rent step-ups within the portfolio, (ii) a [removed: $0.13] [added: $0.38] increase relating to [removed: dispositions] [added: dispositions,] and (iii) a [removed: $0.01] [added: $0.09] increase relating to [removed: acquisitions.][added: acquisitions and stabilized development projects.]

The Company has a total of [removed: 6,089] [added: 5,624] leases in the [removed: U.S.] consolidated operating portfolio.

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

| | (1) | Leases currently under month to month lease or in process of [removed: renewal] [added: renewal.] |

During [removed: 2017,] [added: 2018,] the Company executed [removed: 1,196] [added: 1,046] leases totaling over [removed: 8.9] [added: 7.6] million square feet in the Company’s consolidated operating portfolio comprised of [removed: 451] [added: 388] new leases and [removed: 745] [added: 658] renewals and options.

The leasing costs associated with these leases are estimated to aggregate [removed: $75.7] [added: $73.4] million or [removed: $28.58] [added: $27.63] per square foot.

These costs include [removed: $59.3] [added: $56.3] million of tenant improvements and [removed: $16.4] [added: $17.1] million of leasing commissions.

The average rent per square foot on new leases was [removed: $18.83] [added: $18.03] and on renewals and options was [removed: $15.86.][added: $17.00.]

The Company has interests in [removed: 43] [added: 31] 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.

At the end of these long-term leases, unless extended, the land together with all improvements reverts to the [removed: landowner.][added: landowner (See Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K, New Accounting Pronouncements- Leases).]

Additionally, many of the leases provide for reimbursements by the tenant of capital expenditures.

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

| (1) | | | 150 | | | | 508 | | | $ | 10,466 | | | | 1.3 | % |

| 2019 | | | 594 | | | | 2,853 | | | $ | 55,322 | | | | 6.7 | % |

| 2020 | | | 776 | | | | 5,282 | | | $ | 88,643 | | | | 10.8 | % |

| 2021 | | | 770 | | | | 5,980 | | | $ | 90,977 | | | | 11.1 | % |

| 2022 | | | 804 | | | | 6,154 | | | $ | 102,944 | | | | 12.6 | % |

| 2023 | | | 742 | | | | 6,102 | | | $ | 101,493 | | | | 12.4 | % |

| 2024 | | | 424 | | | | 4,631 | | | $ | 71,176 | | | | 8.7 | % |

| 2025 | | | 227 | | | | 1,937 | | | $ | 34,896 | | | | 4.3 | % |

| 2026 | | | 231 | | | | 3,654 | | | $ | 51,512 | | | | 6.3 | % |

| 2027 | | | 249 | | | | 3,292 | | | $ | 50,253 | | | | 6.1 | % |

| 2028 | | | 326 | | | | 3,363 | | | $ | 61,518 | | | | 7.5 | % |

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

| (1) | | | | 184 | | | | 613 | | | $ | 12,093 | | | | 1.4 | % |

| 2018 | | | | 638 | | | | 3,269 | | | $ | 56,322 | | | | 6.5 | % |

| 2019 | | | | 883 | | | | 6,353 | | | $ | 98,004 | | | | 11.3 | % |

| 2020 | | | | 873 | | | | 6,135 | | | $ | 97,651 | | | | 11.3 | % |

| 2021 | | | | 813 | | | | 6,802 | | | $ | 100,238 | | | | 11.6 | % |

| 2022 | | | | 858 | | | | 7,093 | | | $ | 111,304 | | | | 12.8 | % |

| 2023 | | | | 512 | | | | 6,015 | | | $ | 85,560 | | | | 9.9 | % |

| 2024 | | | | 255 | | | | 3,057 | | | $ | 49,345 | | | | 5.7 | % |

| 2025 | | | | 228 | | | | 2,126 | | | $ | 35,719 | | | | 4.1 | % |

| 2026 | | | | 233 | | | | 3,822 | | | $ | 52,415 | | | | 6.0 | % |

| 2027 | | | | 253 | | | | 3,572 | | | $ | 55,419 | | | | 6.4 | % |

| 2028 | | | | 202 | | | | 2,551 | | | $ | 42,614 | | | | 4.9 | % |

[added: Market Information:] The Company’s common stock is traded on the NYSE under the trading symbol "KIM".

Holders: The number of holders of record of the Company's common stock, par value $0.01 per share, was [removed: 2,162] [added: 2,122] as of January 31, [removed: 2018.][added: 2019.]

The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from [removed: rental] [added: operating] properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company, the ability to refinance near-term debt maturities and any unanticipated capital expenditures.

| | | [removed: Year ended] [added: Year Ended] December 31, | | | | | | |

| Dividend paid per share | | $ | [removed: 1.08] [added: 1.12] | | | $ | [removed: 1.02] [added: 1.08] | |

| Ordinary income | | | [removed: 57] [added: 50] | % | | | [removed: 62] [added: 57] | % |

| Capital gains | | | [removed: 2] [added: 45] | % | | | [removed: 30] [added: 2] | % |

| Return of capital | | | [removed: 41] [added: 5] | % | | | [removed: 8] [added: 41] | % |

In addition to its common stock offerings, the Company has capitalized [added: on] the growth in its business through the issuance of unsecured fixed and floating-rate medium-term notes, underwritten bonds, unsecured bank debt, mortgage debt and construction loans, convertible preferred stock and perpetual preferred stock.

Recent Sales of [removed: Unregister] [added: Unregistered] Securities: [added: None.]

Issuer Purchases of Equity Securities: During the year ended December 31, [removed: 2017,] [added: 2018,] the Company repurchased [removed: 232,304] [added: 278,566] shares [added: for an aggregate purchase price of $4.3 million (weighted average price of $15.44 per share)] in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations [removed: relating to] [added: in connection with] the vesting of restricted stock awards under the Company’s equity-based compensation plans.

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

Total Stockholder Return Performance: The following performance chart compares, over the five years ended December 31, [removed: 2017,] [added: 2018,] the cumulative total stockholder return on the Company’s common stock with the cumulative total return of the S&P 500 Index and the cumulative total return of the FTSE NAREIT All Equity REITs Index (the “FTSE NAREIT Equity REITs”) prepared and published by the National Association of Real Estate Investment Trusts (“NAREIT”).

Stockholder return performance, presented annually for the five years ended December 31, [removed: 2017,] [added: 2018,] is not necessarily indicative of future results.

[removed: ][added: ]

| | | [removed: Dec-12 | | | |] Dec-13 | | | | Dec-14 | | | | Dec-15 | | | | Dec-16 | | | | Dec-17 | | | [added: | Dec-18 | | |]

| | | 2018 | | | | 2017 | | |

In addition, during February 2018, the Company’s Board of Directors authorized a share repurchase program, which is effective for a term of two years, 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 the year ended December 31, 2018, the Company repurchased 5,100,000 shares for an aggregate purchase price of $75.1 million (weighted average price of $14.72 per share).

These repurchased shares are no longer outstanding.

| January 1, 2018 – January 31, 2018 | | | 56,094 | | | $ | 17.69 | | | | \- | | | $ | \- | |

| February 1, 2018 - February 28, 2018 | | | 1,764,751 | | | $ | 15.09 | | | | 1,600,000 | | | $ | 275.7 | |

| March 1, 2018 – March 31, 2018 | | | 222 | | | $ | 15.21 | | | | \- | | | $ | 275.7 | |

| April 1, 2018 – April 30, 2018 | | | 1,067 | | | $ | 14.37 | | | | \- | | | $ | 275.7 | |

| May 1, 2018 – May 31, 2018 | | | 3,505,277 | | | $ | 14.52 | | | | 3,500,000 | | | $ | 224.9 | |

| June 1, 2018 – June 30, 2018 | | | 1,020 | | | $ | 17.40 | | | | \- | | | $ | 224.9 | |

| July 1, 2018 – July 31, 2018 | | | 5,427 | | | $ | 16.46 | | | | \- | | | $ | 224.9 | |

| August 1, 2018 – August 31, 2018 | | | 38,524 | | | $ | 16.49 | | | | \- | | | $ | 224.9 | |

| September 1, 2018 – September 30, 2018 | | | 3,556 | | | $ | 17.11 | | | | \- | | | $ | 224.9 | |

| October 1, 2018 – October 31, 2018 | | | 2,628 | | | $ | 15.85 | | | | \- | | | $ | 224.9 | |

| November 1, 2018 – November 30, 2018 | | | \- | | | $ | \- | | | | \- | | | $ | 224.9 | |

| December 1, 2018 – December 31, 2018 | | | \- | | | $ | \- | | | | \- | | | $ | 224.9 | |

| Total | | | 5,378,566 | | | $ | 15.44 | | | | 5,100,000 | | | | | |

| Comparison of 5 year cumulative total return data points | | | | | | | | | | | | | | | | | | | | | | | | |

| Kimco Realty Corporation | | $ | 100 | | | $ | 132 | | | $ | 144 | | | $ | 143 | | | $ | 109 | | | $ | 95 | |

| S&P 500 | | $ | 100 | | | $ | 114 | | | $ | 115 | | | $ | 129 | | | $ | 157 | | | $ | 150 | |

| FTSE NAREIT Equity REITs | | $ | 100 | | | $ | 130 | | | $ | 134 | | | $ | 146 | | | $ | 153 | | | $ | 146 | |

Market Information:

The table below sets forth, for the quarterly periods indicated, the high and low sales prices per share reported on the NYSE Composite Tape and declared dividends per share for the Company’s common stock.

| | | 2017 | | | | | | | | | | | | 2016 | | | | | | | | | | |

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

| Period | | High Price | | | | Low Price | | | | Dividends Declared | | | | High Price | | | | Low Price | | | | Dividends Declared | | |

| First Quarter | | $ | 26.16 | | | $ | 21.46 | | | $ | 0.27 | | | $ | 29.11 | | | $ | 24.75 | | | $ | 0.255 | |

| Second Quarter | | $ | 23.03 | | | $ | 17.02 | | | $ | 0.27 | | | $ | 31.38 | | | $ | 26.79 | | | $ | 0.255 | |

| Third Quarter | | $ | 21.24 | | | $ | 17.60 | | | $ | 0.27 | | | $ | 32.24 | | | $ | 28.34 | | | $ | 0.255 | |

| Fourth Quarter | | $ | 19.79 | | | $ | 17.76 | | | $ | 0.28 | (a) | | $ | 29.23 | | | $ | 24.35 | | | $ | 0.27 | (b) |

| | (a) | Paid on January 16, 2018 to stockholders of record on January 2, 2018. |

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

| | (b) | Paid on January 15, 2017 to stockholders of record on January 3, 2017. |

| | | 2017 | | | | 2016 | | |

None.

The Company expended approximately $5.6 million to repurchase these shares.

| January 1, 2017 – January 31, 2017 | | | 12,364 | | | $ | 25.34 | | | | \- | | | $ | \- | |

| February 1, 2017 - February 28, 2017 | | | 186,397 | | | $ | 25.04 | | | | \- | | | | \- | |

| March 1, 2017 – March 31, 2017 | | | 452 | | | $ | 23.38 | | | | \- | | | | \- | |

| April 1, 2017 – April 30, 2017 | | | \- | | | $ | \- | | | | \- | | | | \- | |

| May 1, 2017 – May 31, 2017 | | | 15,625 | | | $ | 18.90 | | | | \- | | | | \- | |

| June 1, 2017 – June 30, 2017 | | | 1,544 | | | $ | 17.56 | | | | \- | | | | \- | |

| July 1, 2017 – July 31, 2017 | | | 1,824 | | | $ | 19.51 | | | | \- | | | | \- | |

| August 1, 2017 – August 31, 2017 | | | 10,314 | | | $ | 20.32 | | | | \- | | | | \- | |

| September 1, 2017 – September 30, 2017 | | | 916 | | | $ | 19.62 | | | | \- | | | | \- | |

| October 1, 2017 – October 31, 2017 | | | 2,868 | | | $ | 18.49 | | | | \- | | | | \- | |

| November 1, 2017 – November 30, 2017 | | | \- | | | $ | \- | | | | \- | | | | \- | |

| December 1, 2017 – December 31, 2017 | | | \- | | | $ | \- | | | | \- | | | | \- | |

| Total | | | 232,304 | | | $ | 24.23 | | | | \- | | | $ | \- | |

| Kimco Realty Corporation | | $ | 100 | | | $ | 106.65 | | | $ | 140.69 | | | $ | 153.54 | | | $ | 152.00 | | | $ | 116.24 | |

| S&P 500 | | $ | 100 | | | $ | 132.39 | | | $ | 150.51 | | | $ | 152.59 | | | $ | 170.84 | | | $ | 208.14 | |

| FTSE NAREIT Equity REITs | | $ | 100 | | | $ | 102.47 | | | $ | 133.35 | | | $ | 137.62 | | | $ | 149.35 | | | $ | 157.16 | |

| | | [removed: Year ended] [added: Year Ended] December 31, | | | | | | | | | | | | | | | | | | |

| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

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

| Interest expense [removed: (2)] [added: (1)] | | $ | [removed: 191,956] [added: (183,339] | [added: )] | | $ | [removed: 192,549] [added: (191,956] | [added: )] | | $ | [removed: 218,891] [added: (192,549] | [added: )] | | $ | [removed: 203,759] [added: (218,891] | [added: )] | | $ | [removed: 212,240] [added: (203,759] | [added: )] |

| Early extinguishment of debt charges | | $ | [removed: 1,753] [added: (12,762] | [added: )] | | $ | [removed: 45,674] [added: (1,753] | [added: )] | | $ | [removed: \-] [added: (45,674] | [added: )] | | $ | \- | | | $ | \- | |

| Depreciation and amortization [removed: (2)] [added: (1)] | | $ | [removed: 360,811] [added: (310,380] | [added: )] | | $ | [removed: 355,320] [added: (360,811] | [added: )] | | $ | [removed: 344,527] [added: (355,320] | [added: )] | | $ | [removed: 258,074] [added: (344,527] | [added: )] | | $ | [removed: 224,713] [added: (258,074] | [added: )] |

| Gain on sale of operating [removed: properties, net (2)] [added: properties/change in control of interests (1)] | | $ | [removed: 93,538] [added: 229,840] | | | $ | [removed: 92,823] [added: 93,538] | | | $ | [removed: 132,908] [added: 92,823] | | | $ | [removed: 618] [added: 132,908] | | | $ | [removed: 2,798] [added: 618] | |

| [removed: Benefit/(provision)] [added: (Provision)/benefit] for income taxes, net [removed: (3)] [added: (1)] | | $ | [removed: 880] [added: (1,600] | [added: )] | | $ | [removed: (78,583] [added: 880] | [removed: )] | | $ | [removed: (67,325] [added: (78,583] | ) | | $ | [removed: (22,438] [added: (67,325] | ) | | $ | [removed: (32,654] [added: (22,438] | ) |

| Impairment charges [removed: (4)] [added: (2)] | | $ | [removed: 67,331] [added: (79,207] | [added: )] | | $ | [removed: 93,266] [added: (67,331] | [added: )] | | $ | [removed: 45,383] [added: (93,266] | [added: )] | | $ | [removed: 39,808] [added: (45,383] | [added: )] | | $ | [removed: 32,247] [added: (39,808] | [added: )] |

| Income [removed: per common share,] from continuing operations: | | | | | | | | | | | | | | | | | | | | |

| Basic | | $ | [removed: 0.87] [added: 1.02] | | | $ | [removed: 0.79] [added: 0.87] | | | $ | [removed: 2.01] [added: 0.79] | | | $ | [removed: 0.77] [added: 2.01] | | | $ | [removed: 0.53] [added: 0.77] | |

| Diluted | | $ | [removed: 0.87] [added: 1.02] | | | $ | [removed: 0.79] [added: 0.87] | | | $ | [removed: 2.00] [added: 0.79] | | | $ | [removed: 0.77] [added: 2.00] | | | $ | [removed: 0.53] [added: 0.77] | |

| Basic | | | [removed: 423,614] [added: 420,641] | | | | [removed: 418,402] [added: 423,614] | | | | [removed: 411,319] [added: 418,402] | | | | [removed: 409,088] [added: 411,319] | | | | [removed: 407,631] [added: 409,088] | |

| Diluted | | | [removed: 424,019] [added: 421,379] | | | | [removed: 419,709] [added: 424,019] | | | | [removed: 412,851] [added: 419,709] | | | | [removed: 411,038] [added: 412,851] | | | | [removed: 408,614] [added: 411,038] | |

| Cash dividends declared per common share | | $ | [removed: 1.090] [added: 1.120] | | | $ | [removed: 1.035] [added: 1.090] | | | $ | [removed: 0.975] [added: 1.035] | | | $ | [removed: 0.915] [added: 0.975] | | | $ | [removed: 0.855] [added: 0.915] | |

| Real estate, before accumulated depreciation | | $ | [removed: 12,653,446] [added: 11,877,190] | | | $ | [removed: 12,008,075] [added: 12,653,446] | | | $ | [removed: 11,568,809] [added: 12,008,075] | | | $ | [removed: 10,018,226] [added: 11,568,809] | | | $ | [removed: 9,123,344] [added: 10,018,226] | |

| Total assets | | $ | [removed: 11,763,726] [added: 10,999,100] | | | $ | [removed: 11,230,600] [added: 11,763,726] | | | $ | [removed: 11,344,171] [added: 11,230,600] | | | $ | [removed: 10,261,400] [added: 11,344,171] | | | $ | [removed: 9,644,247] [added: 10,261,400] | |

| Total debt | | $ | [removed: 5,478,927] [added: 4,873,872] | | | $ | [removed: 5,066,368] [added: 5,478,927] | | | $ | [removed: 5,376,310] [added: 5,066,368] | | | $ | [removed: 4,595,970] [added: 5,376,310] | | | $ | [removed: 4,202,018] [added: 4,595,970] | |

| Total stockholders' equity | | $ | [removed: 5,394,244] [added: 5,333,804] | | | $ | [removed: 5,256,139] [added: 5,394,244] | | | $ | [removed: 5,046,300] [added: 5,256,139] | | | $ | [removed: 4,774,785] [added: 5,046,300] | | | $ | [removed: 4,632,417] [added: 4,774,785] | |

| Cash flow provided by operations | | $ | [removed: 614,181] [added: 637,936] | | | $ | [removed: 592,096] [added: 614,181] | | | $ | [removed: 493,701] [added: 592,096] | | | $ | [removed: 629,343] [added: 493,701] | | | $ | [removed: 570,035] [added: 629,343] | |

| Cash flow [removed: (used for)/provided] [added: provided/(used for)] by investing activities | | $ | [removed: (294,280] [added: 253,645] | [removed: )] | | $ | [removed: 165,383] [added: (294,280] | [added: )] | | $ | [removed: 21,365] [added: 165,383] | | | $ | [removed: 126,705] [added: 21,365] | | | $ | [removed: 72,235] [added: 126,705] | |

| Cash flow used for financing activities | | $ | [removed: (223,874] [added: (986,513] | ) | | $ | [removed: (804,527] [added: (223,874] | ) | | $ | [removed: (512,854] [added: (804,527] | ) | | $ | [removed: (717,494] [added: (512,854] | ) | | $ | [removed: (635,377] [added: (717,494] | ) |

[removed: | (2) |] [added: (1)] Does not include amounts reflected in discontinued operations. [removed: |]

[removed: | (4) |] [added: (2)] Amounts exclude noncontrolling interests and amounts reflected in discontinued operations. [removed: |]

| Revenues from rental properties (1) | | $ | 882,345 | | | $ | 912,670 | | | $ | 893,365 | | | $ | 885,278 | | | $ | 739,917 | |

| Reimbursement income (1) | | $ | 246,381 | | | $ | 247,563 | | | $ | 239,015 | | | $ | 238,151 | | | $ | 201,036 | |

| Other rental property income (1) | | $ | 20,877 | | | $ | 23,552 | | | $ | 20,021 | | | $ | 21,045 | | | $ | 17,935 | |

| Income from continuing operations | | $ | 498,463 | | | $ | 439,671 | | | $ | 386,138 | | | $ | 900,218 | | | $ | 384,895 | |

| Net income | | $ | 498,463 | | | $ | 439,671 | | | $ | 386,138 | | | $ | 900,143 | | | $ | 435,880 | |

| Net income attributable to the Company | | $ | 497,795 | | | $ | 426,075 | | | $ | 378,850 | | | $ | 894,115 | | | $ | 424,001 | |

| Net income available to the Company’s common shareholders | | $ | 439,604 | | | $ | 372,461 | | | $ | 332,630 | | | $ | 831,215 | | | $ | 365,707 | |

| Earnings per common share: | | | | | | | | | | | | | | | | | | | | |

| Net income available to the Company’s common shareholders: | | | | | | | | | | | | | | | | | | | | |

| Basic | | $ | 1.02 | | | $ | 0.87 | | | $ | 0.79 | | | $ | 2.01 | | | $ | 0.89 | |

| Diluted | | $ | 1.02 | | | $ | 0.87 | | | $ | 0.79 | | | $ | 2.00 | | | $ | 0.89 | |

| | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

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

| Revenues from rental properties (1) | | $ | 1,183,785 | | | $ | 1,152,401 | | | $ | 1,144,474 | | | $ | 958,888 | | | $ | 825,210 | |

| Income from continuing operations (5) | | $ | 426,075 | | | $ | 378,850 | | | $ | 894,190 | | | $ | 375,133 | | | $ | 276,884 | |

| (1) | Does not include revenues from rental properties relating to (i) unconsolidated joint ventures and (ii) properties included in discontinued operations. |

| --- | --- |

| (3) | Does not include amounts reflected in discontinued operations. Amounts include income taxes related to gain on sale of operating properties. |

| (5) | Amounts include gain on sale of operating properties, net of tax and net of income attributable to noncontrolling interests. |

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, [removed: 2017,] [added: 2018,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on our evaluation under the framework in _Internal Control_ _\-_ _Integrated Framework_ _(__2013__)_, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

The information required by this item is incorporated by reference to “Proposal 1—Election of Directors,” “Corporate Governance,” “Committees of the Board of Directors,” “Executive Officers” and “Other Matters” in our definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on April [removed: 24, 2018] [added: 30, 2019] (“Proxy Statement”).

A copy of the Code of Ethics is available in print, free of charge, to stockholders upon request to us at the address set forth in Item 1 of this Annual Report on Form 10-K under the section “Business - [removed: Background.”] [added: Overview.”] We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Ethics by posting such information on our [removed: web-site.][added: website.]

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

| | [Report of Independent Registered Public Accounting [removed: Firm](#reportofrpa)] [added: Firm](#report)] | | 47 |

| | [Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016](#bal)] [added: 2017](#bs)] | | 48 |

| | [Consolidated Statements of Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#soi)] [added: 2016](#income)] | | 49 |

| | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#ci)] [added: 2016](#comprehensive)] | | 50 |

| | [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#equity)] [added: 2016](#equity)] | | 51 |

| | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#cashflows)] [added: 2016](#cf)] | | 52 |

| | Schedule II - | [Valuation and Qualifying Accounts for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#schedii)] [added: 2016](#sc2)] | [removed: 95] [added: 93] |

| | Schedule III - | [Real Estate and Accumulated Depreciation as of December 31, [removed: 2017](#schediii)] [added: 2018](#sc3)] | [removed: 96] [added: 94] |

| | Schedule IV - | [Mortgage Loans on Real Estate as of December 31, [removed: 2017](#schediv)] [added: 2018](#sc4)] | [removed: 98] [added: 96] |

| [removed: 3] [added: 3.] | [removed: .] Exhibits - | | |

| | | | |

| | | Incorporated by Reference | | | | | [removed: |]

| Exhibit Number | Exhibit Description | Form | [removed: |] File No. | Date of Filing | Exhibit Number | Filed/ Furnished Herewith |

| 3.1(a) | [Articles of Restatement of Kimco Realty Corporation, dated January 14, 2011](http://www.sec.gov/Archives/edgar/data/879101/000139843211000206/exh3_1a.htm) | [removed: 10\-K |] [added: 10-K] | 1-10899 | 02/28/11 | 3.1(a) | |

| 3.1(b) | [Amendment to Articles of Restatement of Kimco Realty Corporation, dated May 8, 2014](http://www.sec.gov/Archives/edgar/data/879101/000143774917003269/ex3-1b.htm) | 10-K | [removed: |] 1-10899 | 02/27/17 | 3.1(b) | |

| 3.1(c) | [Articles Supplementary of Kimco Realty Corporation, dated November 8, 2010](http://www.sec.gov/Archives/edgar/data/879101/000139843211000206/exh3_1b.htm) | 10-K | [removed: |] 1-10899 | 02/28/11 | 3.1(b) | |

| 3.1(d) | [Articles Supplementary of Kimco Realty Corporation, dated March 12, 2012](http://www.sec.gov/Archives/edgar/data/879101/000139843212000219/exh3_2.htm) | 8-A12B | [removed: |] 1-10899 | 03/13/12 | 3.2 | |

| 3.1(e) | [Articles Supplementary of Kimco Realty Corporation, dated July 17, 2012](http://www.sec.gov/Archives/edgar/data/879101/000139843212000537/ex3-2.htm) | 8-A12B | [removed: |] 1-10899 | 07/18/12 | 3.2 | |

| 3.1(f) | [Articles Supplementary of Kimco Realty Corporation, dated November 30, 2012](http://www.sec.gov/Archives/edgar/data/879101/000139843212000875/ex3-2.htm) | 8-A12B | [removed: |] 1-10899 | 12/03/12 | 3.2 | |

| 3.1(g) | [Articles Supplementary of Kimco Realty Corporation, dated August 8, 2017](http://www.sec.gov/Archives/edgar/data/879101/000139843217000118/exh3_3.htm) | 8-A12B | [removed: |] 1-10899 | 08/08/17 | 3.3 | |

| 3.1(h) | [Articles Supplementary of Kimco Realty Corporation, dated December 12, 2017](http://www.sec.gov/Archives/edgar/data/879101/000139843217000173/exh3_03.htm) | 8-A12B | [removed: |] 1-10899 | 12/12/17 | 3.3 | |

| 3.2 | [Amended and Restated Bylaws of Kimco Realty Corporation, dated February 25, 2009](http://www.sec.gov/Archives/edgar/data/879101/000139843209000090/exh3_2.htm) | 10-K | [removed: |] 1-10899 | 02/27/09 | 3.2 | |

| 4.1 | Agreement of Kimco Realty Corporation pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K | S-11 | [removed: |] 333-42588 | 09/11/91 | 4.1 | |

| 4.2 | Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | S-3 | [removed: |] 333-67552 | 09/10/93 | 4(a) | |

| 4.3 | First Supplemental Indenture, dated August 4, 1994, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | 10-K | [removed: |] 1-10899 | 03/28/96 | 4.6 | |

| 4.4 | Second Supplemental Indenture, dated April 7, 1995, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company) | 8-K | [removed: |] 1-10899 | 04/07/95 | 4(a) | |

| 4.5 | [Third Supplemental Indenture, dated June 2, 2006, between Kimco Realty Corporation and The Bank of New York, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/879101/000112528206003262/b413601_ex4-3.txt)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/879101/000112528206003262/b413601_ex4-3.txt)] | 8-K | [removed: |] 1-10899 | 06/05/06 | 4.1 | |

| 4.6 | [Fourth Supplemental Indenture, dated April 26, 2007, between Kimco Realty Corporation and The Bank of New York, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/879101/000095012307006086/y33993exv1w3.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/879101/000095012307006086/y33993exv1w3.htm)] | 8-K | [removed: |] 1-10899 | 04/26/07 | 1.3 | |

| 4.7 | [Fifth Supplemental Indenture, dated September 24, 2009, between Kimco Realty Corporation and The Bank of New York Mellon, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/879101/000139843209000364/exh4_1.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/879101/000139843209000364/exh4_1.htm)] | 8-K | [removed: |] 1-10899 | 09/24/09 | 4.1 | |

| 4.8 | [Sixth Supplemental Indenture, dated May 23, 2013, between Kimco Realty Corporation and The Bank of New York Mellon, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/879101/000139843213000412/exh4_1.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/879101/000139843213000412/exh4_1.htm)] | 8-K | [removed: |] 1-10899 | 05/23/13 | 4.1 | |

| 4.9 | [Seventh Supplemental Indenture, dated April 24, 2014, between Kimco Realty Corporation and The Bank of New York Mellon, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/879101/000139843214000177/exh4_1.htm)] [added: Trustee](http://www.sec.gov/Archives/edgar/data/879101/000139843214000177/exh4_1.htm)] | 8-K | [removed: |] 1-10899 | 04/24/14 | 4.1 | |

| 10.1 | Amended and Restated Stock Option Plan | 10-K | [removed: |] 1-10899 | 03/28/95 | 10.3 | |

| 10.2 | [Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation (restated February 25, 2009)](http://www.sec.gov/Archives/edgar/data/879101/000139843209000090/exh10_9.htm) | 10-K | [removed: |] 1-10899 | 02/27/09 | 10.9 | |

| 10.3 | [Form of Indemnification Agreement](http://www.sec.gov/Archives/edgar/data/879101/000139843209000090/exh99_1.htm) | 10-K | [removed: |] 1-10899 | 02/27/09 | 99.1 | |

| 10.4 | [Agency Agreement, dated July 17, 2013, by and among Kimco North Trust III, Kimco Realty Corporation and Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World Markets Inc. and National Bank Financial Inc.](http://www.sec.gov/Archives/edgar/data/879101/000139843213000558/ex99-1.htm) | 10-Q | [removed: |] 1-10899 | 08/02/13 | 99.1 | |

| 10.5 | [Kimco Realty Corporation Executive Severance Plan, dated March 15, 2010](http://www.sec.gov/Archives/edgar/data/879101/000139843210000184/exh10_5.htm) | 8-K | [removed: |] 1-10899 | 03/19/10 | 10.5 | |

| 10.6 | [Restated Kimco Realty Corporation 2010 Equity Participation Plan](http://www.sec.gov/Archives/edgar/data/879101/000143774917003269/ex10-6.htm) | 10-K | [removed: |] 1-10899 | 02/27/17 | 10.6 | |

| 10.7 | [Amendment No. 1 to the Kimco Realty Corporation 2010 Equity Participation [removed: Plan](https://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_105684.htm) | —] [added: Plan](http://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_105684.htm)] | [added: 10-K] | [removed: —] [added: 1-10899] | [removed: —] [added: 02/23/18] | [removed: —] [added: 10.7] | [removed: *] |

| 10.8 | [Form of Performance Share Award Grant Notice and Performance Share Award Agreement](http://www.sec.gov/Archives/edgar/data/879101/000139843210000184/exh10_8.htm) | 8-K | [removed: |] 1-10899 | 03/19/10 | 10.8 | |

| 10.9 | [First Amendment to the Kimco Realty Corporation Executive Severance Plan, dated March 20, 2012](http://www.sec.gov/Archives/edgar/data/879101/000143774917003269/ex10-6.htm) | 10-Q | [removed: |] 1-10899 | 05/10/12 | 10.3 | |

| 10.10 | [$1.75 Billion Amended and Restated Credit Agreement, dated March 17, 2014, among Kimco Realty Corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/879101/000139843214000102/ex10-1.htm) | 8-K | [removed: |] 1-10899 | 03/20/14 | 10.1 | |

| 10.11 | [$2.25 Billion Amended and Restated Credit Agreement, dated February 1, 2017, among Kimco Realty Corporation, the subsidiaries of Kimco party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/879101/000139843217000023/exh10_1.htm) | 8-K | [removed: |] 1-10899 | 02/02/17 | 10.1 | |

| 10.12 | [Credit Agreement, dated January 30, 2015, among Kimco Realty Corporation and each of the parties named therein](http://www.sec.gov/Archives/edgar/data/879101/000139843215000043/exh10_1.htm) | 8-K | [removed: |] 1-10899 | 02/05/15 | 10.1 | |

| 10.13 | [Consulting Agreement, dated June 11, 2015, between Kimco Realty Corporation and David B. Henry](http://www.sec.gov/Archives/edgar/data/879101/000139843215000274/exh10_01.htm) | 8-K | [removed: |] 1-10899 | 06/12/15 | 10.1 | |

| 21.1 | [Significant Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_104879.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/879101/000143774919002746/ex_133930.htm)] | — | [removed: |] — | — | — | * |

| 23.1 | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_105661.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/879101/000143774919002746/ex_134156.htm)] | — | [removed: |] — | — | — | * |

| 31.1 | [Certification of the Company’s Chief Executive Officer, Conor C. Flynn, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_104880.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774919002746/ex_133931.htm)] | — | [removed: |] — | — | — | * |

| 31.2 | [Certification of the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_104881.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774919002746/ex_133932.htm)] | — | [removed: |] — | — | — | * |

| 32.1 | [Certification of the Company’s Chief Executive Officer, Conor C. Flynn, and the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_104882.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/879101/000143774919002746/ex_133933.htm)] | — | [removed: |] — | — | — | [removed: *] |

| 99.1 | [Property [removed: Chart](https://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_104885.htm)] [added: Chart](https://www.sec.gov/Archives/edgar/data/879101/000143774919002746/ex_133934.htm)] | — | [removed: |] — | — | — | * |

| 101.INS | XBRL Instance Document | — | [removed: |] — | — | — | * |

None.

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

| | | Incorporated by Reference | | | | |

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

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

| /s/ Valerie Richardson | | Director | February 15, 2019 |

| Valerie Richardson | | | |

| | | | |

None

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

| 12.1 | [Computation of Ratio of Earnings to Fixed Charges](https://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_104883.htm) | — | | — | — | — | * |

| 12.2 | [Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends](https://www.sec.gov/Archives/edgar/data/879101/000143774918003230/ex_104884.htm) | — | | — | — | — | * |

| | Chief Executive Officer | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#reportofrpa)] [added: Firm](#report)] | | 47 |

| [Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016](#bal)] [added: 2017](#bs)] | | 48 |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#soi)] [added: 2016](#income)] | | 49 |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#ci)] [added: 2016](#comprehensive)] | | 50 |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#equity)] [added: 2016](#equity)] | | 51 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#cashflows)] [added: 2016](#cf)] | | 52 |

| II. | [Valuation and Qualifying Accounts years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#schedii)] [added: 2016](#sc2)] | [removed: 95] [added: 93] |

| III. | [Real Estate and Accumulated Depreciation as of December 31, [removed: 2017](#schediii)] [added: 2018](#sc3)] | [removed: 96] [added: 94] |

| IV. | [Mortgage Loans on Real Estate as of December 31, [removed: 2017](#schediv)] [added: 2018](#sc4)] | [removed: 98] [added: 96] |

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

[removed: _Basis] [added: _Basis] for [removed: Opinions_][added: Opinions_]

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: ("PCAOB")] [added: (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

[removed: _Definition] [added: _Definition] and Limitations of Internal Control over Financial [removed: Reporting_][added: Reporting_]

[removed: /s/PricewaterhouseCoopers] [added: /s/ PricewaterhouseCoopers] LLP

We have served as the Company’s auditor since at least [removed: 1992.][added: 1991.]

We have not [removed: determined] [added: been able to determine] the specific year we began serving as auditor of the Company.

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

| | | [removed: December] [added: December] 31, [removed: 2017] [added: 2018] | | | | [removed: December] [added: December] 31, [removed: 2016] [added: 2017] | | |

| Real [removed: Estate] [added: estate:] | | | | | | | | |

[removed: | Rental] [added: _Other rental] property [removed: | | | | | | | | |][added: income_]

| Land | | $ | [removed: 3,019,284] [added: _2,822,691_] | | | $ | [removed: 2,845,186] [added: _3,019,284_] | |

| Building and improvements | | | [removed: 9,231,644] [added: _8,813,115_] | | | | [removed: 8,827,861] [added: _9,231,644_] | |

| Less: accumulated depreciation and amortization | | | [removed: (2,433,053] [added: _(2,385,287_] | ) | | | [removed: (2,278,292] [added: _(2,433,053_] | ) |

| Real estate under development | | | [removed: 402,518] [added: _241,384_] | | | | [removed: 335,028] [added: _402,518_] | |

| Investments in and advances [removed: in] [added: to] real estate joint ventures | | | [removed: 483,861] [added: _570,922_] | | | | [removed: 504,209] [added: _483,861_] | |

| Other real estate investments | | | [removed: 217,584] [added: _192,123_] | | | | [removed: 209,146] [added: _217,584_] | |

| Mortgages and other financing receivables | | | [removed: 21,838] [added: _14,448_] | | | | [removed: 23,197] [added: _21,838_] | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | | [removed: 238,513] [added: _238,513_] | | | | [removed: 142,486] [added: _142,486_] | | [added: | | _189,534_ | |]

| Marketable securities | | | [removed: 13,265] [added: _10,302_] | | | | [removed: 8,101] [added: _13,265_] | |

| Accounts and notes receivable, net | | | [removed: 189,757] [added: _184,528_] | | | | [removed: 181,823] [added: _189,757_] | |

| Deferred charges and prepaid expenses | | | [removed: 155,472] [added: _156,155_] | | | | [removed: 147,694] [added: _155,472_] | |

| Other assets | | | [removed: 223,043] [added: _235,138_] | | | | [removed: 284,161] [added: _223,043_] | |

| Total assets (1) | | $ | [removed: 11,763,726] [added: _10,999,100_] | | | $ | [removed: 11,230,600] [added: _11,763,726_] | |

| Notes payable, net | | $ | [removed: 4,596,140] [added: _4,381,456_] | | | $ | [removed: 3,927,251] [added: _4,596,140_] | |

| Mortgages [added: and construction loan] payable, net | | | [removed: 882,787] [added: _492,416_] | | | | [removed: 1,139,117] [added: _882,787_] | |

| Accounts payable and accrued expenses | | | [removed: 185,702] [added: _174,903_] | | | | [removed: 145,751] [added: _185,702_] | |

| Dividends payable | | | [removed: 128,892] [added: _130,262_] | | | | [removed: 124,517] [added: _128,892_] | |

| | | |

February 15, 2019

| Real estate | | | _11,635,806_ | | | | _12,250,928_ | |

| Total real estate, net | | | _9,250,519_ | | | | _9,817,875_ | |

| Cash and cash equivalents | | | _143,581_ | | | | _238,513_ | |

| Revenues from rental properties | | $ | _882,345_ | | | $ | _912,670_ | | | $ | _893,365_ | |

| Reimbursement income | | | _246,381_ | | | | _247,563_ | | | | _239,015_ | |

| Other rental property income | | | _20,877_ | | | | _23,552_ | | | | _20,021_ | |

| Operating and maintenance | | | _(164,294_ | ) | | | _(169,552_ | ) | | | _(171,416_ | ) |

| General and administrative | | | _(87,797_ | ) | | | _(91,690_ | ) | | | _(86,796_ | ) |

| Operating income | | | _582,406_ | | | | _431,017_ | | | | _393,646_ | |

| Other income, net | | | _13,041_ | | | | _2,559_ | | | | _5,425_ | |

| Dividends declared to common and preferred shares | | | _(483,382_ | ) | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _(483,382_ | ) | | | _\-_ | | | | _(483,382_ | ) |

| Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends declared to common and preferred shares | | | _(510,545_ | ) | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _(510,545_ | ) | | | _\-_ | | | | _(510,545_ | ) |

| Impact of change in accounting principles | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| ASU 2017-05 (1) | | | _8,098_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _8,098_ | | | | _\-_ | | | | _8,098_ | |

| ASU 2016-01 (1) | | | _(1,136_ | ) | | | _1,136_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | |

| Balance, January 1, 2018, as adjusted | | | _(754,375_ | ) | | | _(344_ | ) | | | _41_ | | | | _41_ | | | | _425,646_ | | | | _4,256_ | | | | _6,152,764_ | | | | _5,402,342_ | | | | _127,903_ | | | | _5,530,245_ | |

| Net income | | | _497,795_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _497,795_ | | | | _668_ | | | | _498,463_ | |

| Other comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends declared to common and preferred shares | | | _(531,127_ | ) | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _(531,127_ | ) | | | _\-_ | | | | _(531,127_ | ) |

| Issuance of preferred stock | | | _\-_ | | | | _\-_ | | | | _2_ | | | | _2_ | | | | _\-_ | | | | _\-_ | | | | _33,112_ | | | | _33,114_ | | | | _\-_ | | | | _33,114_ | |

| Repurchase of common stock | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _(5,100_ | ) | | | _(51_ | ) | | | _(75,075_ | ) | | | _(75,126_ | ) | | | _\-_ | | | | _(75,126_ | ) |

| Surrender of restricted stock | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _(300_ | ) | | | _(3_ | ) | | | _(4,357_ | ) | | | _(4,360_ | ) | | | _\-_ | | | | _(4,360_ | ) |

| Acquisition/deconsolidation of noncontrolling interests | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _1,203_ | | | | _1,203_ | | | | _(48,395_ | ) | | | _(47,192_ | ) |

| Adjustment of redeemable noncontrolling interests to estimated fair value | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _\-_ | | | | _(7,521_ | ) | | | _(7,521_ | ) | | | _\-_ | | | | _(7,521_ | ) |

| Balance, December 31, 2018 | | $ | _(787,707_ | ) | | $ | _\-_ | | | | _43_ | | | $ | _43_ | | | | _421,389_ | | | $ | _4,214_ | | | $ | _6,117,254_ | | | $ | _5,333,804_ | | | $ | _77,249_ | | | $ | _5,411,053_ | |

| | (1) | Represents the impact of change in accounting principles for its respective Accounting Standard Updates ("ASU"). See Footnote 1 of the Notes to the Consolidated Financial Statements for additional disclosure. |

| Net income | | $ | _498,463_ | | | $ | _439,671_ | | | $ | _386,138_ | |

| Depreciation and amortization | | | _310,380_ | | | | _360,811_ | | | | _355,320_ | |

| Investment in other financing receivable | | | _(125_ | ) | | | _\-_ | | | | _\-_ | |

| Proceeds from insurance casualty claims | | | _16,222_ | | | | _\-_ | | | | _\-_ | |

| Change in other financing liablities | | | _(4,528_ | ) | | | _911_ | | | | _1,367_ | |

| Repurchase of common stock | | | _(75,126_ | ) | | | _\-_ | | | | _\-_ | |

Certain amounts in the prior period have been reclassified in order to conform with the current period’s presentation.

In conjunction with the adoption of Accounting Standard Update (“ASU”) _2014_\-_09_ discussed below, the Company reclassified _$247.6_ million and _$239.0_ million to Reimbursement income and _$23.6_ million and _$20.0_ million to Other rental property income from Revenues from rental properties on the Company’s Consolidated Statements of Income for the years ended _December 31, 2017_ and _2016,_ respectively.

The Company reclassified _$26.8_ million and _$30.5_ million of costs related to property management and services of the Company’s operating properties from General and administrative to Operating and maintenance on the Company’s Consolidated Statements of Income for the years ended _December 31, 2017_ and _2016,_ respectively.

In addition, in accordance with the SEC’s Disclosure Update and Simplification release, dated _August 18, 2018,_ the Company moved the Gains on sale of operating properties/change in control of interests line on the Company’s Consolidated Statements of Income within Operating income and as a result reclassified _$6.0_ million from Gain on sale of operating properties/change in control of interests to (Provision)/benefit for income taxes, net on the Company’s Consolidated Statements of Income for the year ended _December 31, 2016._

Acquisitions of operating properties are categorized as asset acquisitions and as such the Company capitalizes the acquisition costs associated with these acquisitions.

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

February 23, 2018

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

| | | | 12,250,928 | | | | 11,673,047 | |

| | | | 9,817,875 | | | | 9,394,755 | |

| Real estate, net | | | 10,220,393 | | | | 9,729,783 | |

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

| Operating and maintenance | | | 142,787 | | | | 140,910 | | | | 144,980 | |

| General and administrative | | | 118,455 | | | | 117,302 | | | | 122,735 | |

| Operating income | | | 337,479 | | | | 300,823 | | | | 343,572 | |

| Interest, dividends and other investment income | | | 2,809 | | | | 1,478 | | | | 39,061 | |

| Income from continuing operations | | | 346,133 | | | | 299,353 | | | | 774,405 | |

| Discontinued operations | | | | | | | | | | | | |

| Loss from discontinued operating properties, net of tax | | | \- | | | | \- | | | | (15 | ) |

| Impairment/loss on operating properties, net of tax | | | \- | | | | \- | | | | (60 | ) |

| Loss from discontinued operations | | | \- | | | | \- | | | | (75 | ) |

| Income from continuing operations: | | | | | | | | | | | | |

| Income from continuing operations | | $ | 372,461 | | | $ | 332,630 | | | $ | 831,290 | |

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

| Balance, January 1, 2015 | | $ | (1,006,578 | ) | | $ | 45,122 | | | | 102 | | | $ | 102 | | | | 411,820 | | | $ | 4,118 | | | $ | 5,732,021 | | | $ | 4,774,785 | | | $ | 126,980 | | | $ | 4,901,765 | |

| Net income | | | 894,115 | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 894,115 | | | | 6,028 | | | | 900,143 | |

| Dividends ($0.975 per common share; $1.485 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| Class J Depositary Share, and $1.40625 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class K Depositary Share, respectively) | | | (459,872 | ) | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (459,872 | ) | | | \- | | | | (459,872 | ) |

| Surrender of restricted stock | | | \- | | | | \- | | | | \- | | | | \- | | | | (232 | ) | | | (2 | ) | | | (5,680 | ) | | | (5,682 | ) | | | \- | | | | (5,682 | ) |

| Sale of interests in investments, net of tax of $16.0 million | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 23,993 | | | | 23,993 | | | | \- | | | | 23,993 | |

| Acquisition of noncontrolling interests | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 262 | | | | 262 | | | | (47,920 | ) | | | (47,658 | ) |

| Change in unrealized gains related to available-for-sale securities | | | \- | | | | 8 | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 8 | | | | \- | | | | 8 | |

| Dividends ($1.035 per common share; $1.5000 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class K Depositary Share, respectively) | | | (483,382 | ) | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (483,382 | ) | | | \- | | | | (483,382 | ) |

| Change in foreign currency translation adjustments | | | \- | | | | (6,335 | ) | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (6,335 | ) | | | \- | | | | (6,335 | ) |

| Dividends ($1.09 per common share; $1.5000 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class I Depositary Share, $0.9625 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Class J Depositary Share, $1.40625 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class K Depositary Share, $0.48047 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class L Depositary Share, and $0.0401 per | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Class M Depositary Share, respectively) | | | (510,545 | ) | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (510,545 | ) | | | \- | | | | (510,545 | ) |