The accompanying notes are an integral part of these condensed consolidated financial statements.

~~KIMCO REALTY CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

~~(in thousands)~~

Nine Months Ended September 30,

2017

2016

Cash flow from operating activities:

Net income
$ 355,105 $ 305,452
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
275,787 264,436
Impairment charges
34,280 68,126
Deferred taxes
(238 ) 56,143
Early extinguishment of debt charges
1,753 45,674
Equity award expense
17,836 15,292
Gain on sale of operating properties
(62,102 ) (81,873 )
Gain on change in control of interests
(71,160 ) (53,096 )
Equity in income of joint ventures, net
(37,044 ) (190,155 )
Equity in income from other real estate investments, net
(61,952 ) (22,532 )
Distributions from joint ventures and other real estate investments
41,071 70,043
Change in accounts and notes receivable
(189 ) 3,779
Change in accounts payable and accrued expenses
37,884 23,931
Change in Canadian withholding tax receivable
4,138 (5,257 )
Change in other operating assets and liabilities
(41,353 ) (55,437 )
Net cash flow provided by operating activities
493,816 444,526

Cash flow from investing activities:

Acquisition of operating real estate and other related net assets
(110,802 ) (181,548 )
Improvements to operating real estate
(136,534 ) (102,084 )
Acquisition of real estate under development
(10,010 ) (51,588 )
Improvements to real estate under development
(121,764 ) (42,042 )
Investment in marketable securities
(9,822 ) (2,466 )
Proceeds from sale of marketable securities
2,442 1,907
Investments in and advances to real estate joint ventures
(26,788 ) (50,058 )
Reimbursements of investments in and advances to real estate joint ventures
17,529 70,669
Distributions from liquidation of real estate joint ventures
- 135,648
Return of investment from liquidation of real estate joint ventures
- 190,102
Investment in other real estate investments
(666 ) (233 )
Reimbursements of investments and advances to other real estate investments
40,514 11,489
Collection of mortgage loans receivable
760 688
Reimbursements of other investments
- 500
Proceeds from sale of operating properties
76,869 262,708
Proceeds from sale of development properties
- 4,551
Net cash flow (used for)/provided by investing activities
(278,272 ) 248,243

Cash flow from financing activities:

Principal payments on debt, excluding normal amortization of rental property debt
(678,939 ) (602,079 )
Principal payments on rental property debt
(11,508 ) (15,316 )
Proceeds from mortgage loan financings
206,000 -
(Repayments)/proceeds from unsecured revolving credit facility, net
(42 ) 226,447
Proceeds from issuance of unsecured notes
1,250,000 650,000
Repayments under unsecured term loan/notes
(460,988 ) (861,850 )
Financing origination costs
(22,975 ) (14,033 )
Payment of early extinguishment of debt charges
(2,461 ) (45,674 )
Change in tenants' security deposits
891 1,240
Contributions from noncontrolling interests
1,422 -
Conversion/distribution of noncontrolling interests
(95,410 ) (3,190 )
Dividends paid
(381,182 ) (354,112 )
Proceeds from issuance of stock, net
218,750 306,809
Redemption of preferred stock
(225,000 ) -
Net cash flow used for financing activities
(201,442 ) (711,758 )

Change in cash and cash equivalents
14,102 (18,989 )

Cash and cash equivalents, beginning of period
142,486 189,534
Cash and cash equivalents, end of period
$ 156,588 $ 170,545

Interest paid during the period (net of capitalized interest of $10,671 and $3,762, respectively)
$ 118,736 $ 194,234

Income taxes paid during the period (net of refunds received of $8,323 and $86,100, respectively)
$ (6,694 ) $ 34,296

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

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KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.~~Interim Financial Statements~~Business and Organization

~~Business -~~

Kimco Realty Corporation, a Maryland corporation, is one of North America’s largest publicly traded owners and operators of open-air shopping centers and mixed-use properties. The terms “Kimco,” the “Company,” “we,” “our” and “us” each refer to Kimco Realty Corporation and our subsidiaries, ~~(the "Company"),~~unless the context indicates otherwise. The Company, its affiliates and related real estate joint ventures are engaged principally in the ownership, management, development and operation of open-air shopping centers, which are anchored generally by ~~discount department stores,~~ grocery stores, off-price retailers, home improvement centers, discounters and/or ~~drugstores.~~service-oriented tenants. Additionally, the Company provides complementary services that capitalize on the ~~Company~~’sCompany’s established retail real estate expertise.

The Company elected status as a Real Estate Investment Trust (a “REIT”) for federal income tax purposes beginning in its taxable year ended December 31, 1991 and operates in a manner that enables the Company to maintain its status as a REIT. As a REIT, with respect to each taxable year, the Company must distribute at least 90 percent of its taxable income (excluding capital gain) and does not pay federal income taxes on the amount distributed to its shareholders. The Company is not generally subject to federal income taxes if it distributes 100 percent of its taxable income. Most states where the Company holds investments in real estate, conform to the federal rules recognizing REITs. Certain subsidiaries have made a joint election with the Company to be treated as taxable REIT subsidiaries (“TRSs”), which permit the Company to engage in certain business activities which the REIT may not conduct directly. A TRS is subject to federal and state income taxes on its income, and the Company includes, when applicable, a provision for taxes in its condensed consolidated financial statements. The Company is subject to and also includes in its tax provision non-U.S. income taxes on certain investments located in jurisdictions outside the U.S. These investments are held by the Company at the REIT level and not in the Company’s taxable REIT subsidiaries. Accordingly, the Company does not expect a U.S. income tax impact associated with the repatriation of undistributed earnings from the Company’s foreign subsidiaries.

The Company’s response to the COVID-19 pandemic -

In March 2020, coronavirus disease 2019 (“COVID-19”) was recognized as a pandemic by the World Health Organization (WHO). Shortly thereafter, the President of the United States declared a national emergency throughout the United States. The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide, and has caused significant volatility in U.S. and international debt and equity markets. The impact of COVID-19 on the retail industry for both landlords and tenants has been wide ranging, including, but not limited to, the temporary closures of many businesses, "shelter in place" orders, social distancing guidelines and other governmental, business and individual actions taken in response to the COVID-19 pandemic. There has also been reduced consumer spending due to job losses, government restrictions in response to COVID-19 and other effects attributable to COVID-19.

The COVID-19 pandemic, while still unfolding, has significantly impacted each of the Company’s stakeholders. The Company is aware of the critical role its shopping centers play in the communities they serve, often providing access to essential goods and services such as groceries, drug stores, and medical care. With very few exceptions, the Company’s shopping centers generally remain open to continue to provide access to these essential goods and services, and the Company has taken steps to protect the shoppers and tenants at its sites, following the guidance of the Centers for Disease Control and Prevention (CDC) and the WHO.

On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, a substantial tax and spending package intended to provide additional economic stimulus to address the impact of the COVID-19 pandemic. The Company continues to monitor the impact of the COVID-19 pandemic closely, as well as any effects that may result from the CARES Act.

As of March 31, 2020, the Company has not incurred any significant disruptions to its business activities. Management cannot, at this point, estimate ultimate losses related to the COVID-19 pandemic, and accordingly no impairment charges were reflected in the Company’s Condensed Consolidated Statements of Income related to this matter. The Company will continue to monitor the economic, financial, and social conditions resulting from the COVID-19 pandemic and will assess its asset portfolio for any impairment indicators. In addition, the extent to which the COVID-19 pandemic impacts the Company’s financial condition, results of operations and cash flows, in the near term, will depend on future developments, which are highly uncertain and cannot be predicted at this time. The Company will continue to monitor for any material or adverse effects resulting from the COVID-19 pandemic. See Footnote 16 to the Notes to the Company’s Condensed Consolidated Financial Statements for additional discussion.

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The health and safety of the Company’s employees and their families is a top priority. The Company has taken the necessary steps to protect its employees and to empower them to work from home and care for their family members and children whose lives have also been impacted.

●

Beginning March 11, 2020, the Company transitioned nearly 100% of its workforce to work from home, ensuring they are safely situated during this critical social distancing period.

●

All business travel has been stopped until further notice.

●

The Company has benefited from recent investments in new technology and software over the last year, as its entire team is equipped with new laptops and cellular capability to enable them to work remotely.

●

Daily webinar training is being provided to ensure associates are fully supported to work from home. The Company’s human resources and information technology teams are available to all employees to address any needs or concerns they may have.

●

Associates will be provided paid time off to care for themselves or family members diagnosed with COVID-19.

●

The Company has ramped up communications at all levels and has initiated Company-wide virtual meetings such that executives are accessible, able to keep associates informed, and able to answer questions.

The Company will continue to evaluate individual situations as they arise and adjust its approach as appropriate, with the goal to enable its employees to be as productive as possible while offering them the flexibility they need to care for themselves and their families.

2.Summary of Significant Accounting Policies

Principles of Consolidation -

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company. The ~~Company~~’sCompany’s subsidiaries include subsidiaries which are wholly-owned ~~and all entities in~~or which the Company has a controlling ~~financial~~ interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation. The information presented in the accompanying Condensed Consolidated Financial Statements is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. These Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited Annual Report on Form ~~10-K~~10-K for the year ended December 31, ~~2016 (the “10-K”~~2019 (the “10-K”), as certain disclosures in this Quarterly Report on Form ~~10-Q~~10-Q for the quarterly period ended ~~September 30, 2017,~~ March 31, 2020, that would duplicate those included in the ~~10-K~~10-K are not included in these Condensed Consolidated Financial Statements.

Subsequent Events -

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in ~~the~~ its condensed consolidated financial statements ~~(see Footnote 9)~~(See Footnotes 8 and 16 to the Notes to the Company’s Condensed Consolidated Financial Statements).

New Accounting Pronouncements –

In April 2020, the FASB staff developed a question-and-answer document, Topic 842 and Topic 840: Accounting for Lease Concessions related to the Effects of the COVID-19 Pandemic, which focuses on the application of the lease guidance in Topic 842, Leases, and Topic 840, Leases (if Topic 842 has not yet been adopted) for lease concessions related to the effects of the COVID-19 pandemic. The FASB staff has been made aware that, given the unprecedented and global nature of the COVID-19 pandemic, it may be exceedingly challenging for entities to determine whether existing contracts provide enforceable rights and obligations for lease concessions and, if so, whether those concessions are consistent with the terms of the contract or are modifications to a contract. As such, an entity can elect not to evaluate whether certain relief provided by a lessor in response to the COVID-19 pandemic is a lease modification. An entity that makes this election can then elect to apply the modification guidance to that relief or account for the concession as if it were contemplated as part of the existing contract. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. For example, this election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract.

Some concessions will provide a deferral of payments with no substantive changes to the consideration in the original contract. A deferral affects the timing of cash receipts, but the amount of the consideration is substantially the same as that required by the original contract. The FASB staff expects that there will be multiple ways to account for those deferrals, none of which the FASB staff believes are preferable to the others. Two of those methods are:

(i)

Account for the concessions as if no changes to the lease contract were made. Under that accounting, a lessor would increase its lease receivable, and a lessee would increase its accounts payable as receivables/payments accrue. In its income statement, a lessor would continue to recognize income, and a lessee would continue to recognize expense during the deferral period.

(ii)

Account for the deferred payments as variable lease payments.

As of March 31, 2020, the Company did not provide and/or enter into lease concessions related to the COVID-19 pandemic as a lessor or lessee related to rental income/expense recognized during the three months ended March 31, 2020. The Company is currently assessing and continuing to evaluate the impact of this lease guidance for any lease concessions related to the effects of the COVID-19 pandemic on the Company’s financial position and/or results of operations subsequent to March 31, 2020.

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~~Earnings Per Share -~~

The following table sets forth the reconciliation of earnings and the weighted average number of shares used in the calculation of basic and diluted earnings per share (amounts presented in thousands except per share data):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Computation of Basic and Diluted Earnings/(Loss) Per Share:

Net income/(loss) available to the Company's common shareholders
101,957 (55,100 ) 298,996 265,912
Earnings attributable to participating securities
(526 ) (502 ) (1,596 ) (1,493 )
Net income/(loss) available to the Company’s common shareholders for basic earnings/(loss) per share
101,431 (55,602 ) 297,400 264,419
Distributions on convertible units
24 - 43 -
Net income/(loss) available to the Company’s common shareholders for diluted earnings/(loss) per share
101,455 (55,602 ) 297,443 264,419

Weighted average common shares outstanding – basic
423,688 420,073 423,574 416,829
Effect of dilutive securities (a):

Equity awards
513 - 556 1,405
Assumed conversion of convertible units
110 - 63 -
Weighted average common shares outstanding – diluted
424,311 420,073 424,193 418,234

Net income/(loss) available to the Company's common shareholders:

Basic earnings/(loss) per share
0.24 (0.13 ) 0.70 0.63
Diluted earnings/(loss) per share
0.24 (0.13 ) 0.70 0.63

~~(a)~~

The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings/(loss) per share calculations. Additionally, there were ~~2,314,908 and 3,545,000 stock options that were not dilutive as of September 30, 2017 and 2016, respectively.~~

The Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings.

~~New Accounting Pronouncements~~ –

~~The following table~~ represents ~~Accounting Standard Updates (“ASU”)~~ASUs to the FASB’s ~~Accounting Standards Codification (“ASC”)~~ASC that, as of March 31, 2020, are not yet effective for the Company and for which the Company has not elected early adoption, where permitted:

ASU

Description

Effective

Date

Effect on the financial

statements or other ~~significant~~

significant matters

ASU ~~2017-09, Compensation~~ 2020-01, Investments – ~~Stock Compensation~~Equity Securities (Topic ~~718): Scope~~321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of ~~Modification Accounting~~the Emerging Issues Task Force)

The ~~amendment provides guidance about which changes to~~amendments clarify the ~~terms or conditions of a share-based payment award require~~interaction between the accounting for equity securities, equity method investments, and certain derivative instruments. This ASU, among other things, clarifies that an entity should consider observable transactions that require a company to either apply ~~modification~~or discontinue the equity method of accounting under Topic 323 for the purposes of applying the measurement alternative in accordance with Topic ~~718. Under~~321 immediately before applying or upon discontinuing the ~~new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as~~ equity ~~or liability) changes as a result of the change in terms or conditions. The new guidance will be applied~~ ~~prospectively to awards modified on or after the adoption date.~~

method.

January 1, ~~2018;~~ 2021; Early adoption permitted

The adoption of this ASU is not expected to have a material ~~effect~~impact on the ~~Company~~’sCompany’s financial position and/or results of operations.

The following ASUs to the FASB’s ASC have been adopted by the Company as of the date listed:

ASU	Description	Adoption Date	Effect on the financial statements or other significant matters
ASU ~~2017-05, Other Income~~ ~~– Gains~~2020-03, Codification Improvements to Financial Instruments	This ASU improves and ~~Losses from~~clarifies various financial instruments topics. The ASU includes seven different issues that describe the ~~Derecognition~~areas of ~~Nonfinancial Assets (“Subtopic 610-20”): Clarifying~~improvement and the ~~Scope of Asset Derecognition Guidance~~related amendments to GAAP, intended to make the standards easier to understand and ~~Accounting for Partial Sales of Nonfinancial Assets~~apply by eliminating inconsistencies and providing clarifications.	The amendment ~~clarifies that~~is divided into issues 1 to 7 with different effective dates.	The Company adopted issues 1-7 of this ASU, the adoption did not have a material impact on the Company’s financial ~~asset~~position and/or results of operations.
ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting	This ASU is ~~within~~intended to provide temporary optional expedients and exceptions to the ~~scope of Subtopic 610-20 if it meets~~US GAAP guidance on contract modifications and hedge accounting to ease the ~~definition of an in substance nonfinancial asset and defines~~financial reporting burdens related to the term in substance nonfinancial asset. ASU 2017-05 also clarifies that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. ~~Subtopic 610-20, which was issued in May 2014 as part of ASU 2014-09, discussed below, provides guidance for recognizing gains and losses~~expected market transition from the ~~transfer of nonfinancial assets in contracts with noncustomers. An entity~~London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates.	This guidance is ~~required to apply~~effective immediately, and the ~~amendments in ASU 2017-05 at the same time it applies the amendments in ASU 2014-09 discussed below. An entity~~ Company may elect to apply the amendments prospectively through December 31, 2022.	The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations.
ASU 2018-17, Consolidation (Topic 810) – Targeted Improvements to Related Party Guidance for Variable Interest Entities	The amendment to Topic 810 clarifies the following areas: (i) Applying the variable interest entity (VIE) guidance to private companies under common control, and (ii) Considering indirect interests held through related parties under common control, for determining whether fees paid to decision makers and service providers are variable interests. This update improves the accounting for those areas, thereby improving general purpose financial reporting. Retrospective adoption is required.	January 1, 2020; Early adoption permitted	The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations
ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in ~~ASU 2017-05 either retrospectively to each period presented~~a Cloud Computing Arrangement that is a Service Contract	The amendment aligns the requirements for capitalizing implementation costs incurred in ~~the financial statements in accordance~~a hosting arrangement that is a service contract with the ~~guidance on accounting changes in ASC Topic 250, Accounting Changes and Error Corrections, paragraphs 10-45-5 through 10-45-10 (i.e. the retrospective approach)~~requirements for capitalizing implementation costs incurred to develop or retrospectively with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption (i.e. the modified retrospective approach). An entity may elect to apply all of the amendments in ASU 2017-05 and ASU 2014-09 using the same transition method, or alternatively may elect to use different transition methods.obtain internal-use software.	January 1, ~~2018;~~ 2020; Early adoption is permitted ~~if adopted with ASU 2014-09~~	The ~~Company will adopt~~adoption of this ASU did not have a material impact on the ~~provisions~~Company’s financial position and/or results of ~~Subtopic 610-20 in the first quarter of fiscal 2018, using the modified retrospective approach.~~ Up~~on adoption, the Company will appropriately apply the guidance to prospective disposals of nonfinancial assets within the scope of Subtopic 610-20.~~operations

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	ASU ~~2016-13,~~2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement			The amendment modifies the disclosure requirements for fair value measurements in Topic 820, based on the concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting – Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits.			January 1, 2020; Early adoption permitted		The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations.
	ASU 2016-13, Financial Instruments – Credit Losses (Topic ~~326)~~326): Measurement of Credit Losses on Financial Instruments ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses ASU 2019-05, Financial Instruments – Credit Losses (Topic 326), Targeted Transition Relief ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments – Credit Losses			The new guidance introduces a new model for estimating credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU ~~2016-13~~2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an ~~entity~~’sentity’s assumptions, models, and methods for estimating the allowance for losses.	~~January 1, 2020; Early adoption permitted~~	~~The adoption is not expected to have a material effect on the Company’s financial position and/or results of operations.~~
~~ASU 2014-09, Revenue from Contracts with Customers (Topic 606)~~ ~~ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date~~ ~~ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations~~ ~~ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying performance obligations and licensing~~ ~~ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-scope improvements and practical expedients~~	ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. ASU 2014-09 was anticipated to be effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. In ~~August 2015,~~ November 2018, the FASB issued ASU ~~2015-14, which delayed the effective date of ASU 2014-09 by one year making it effective for the first interim period within annual reporting periods beginning after December 15, 2017.~~ Subsequently, in March 2016, the FASB issued ASU 2016-08, which further clarifies the implementation guidance on principal versus agent considerations, and in April 2016, the FASB issued ASU 2016-10, an update on identifying performance obligations and accounting for licenses of intellectual property. ~~Additionally, in May 2016, the FASB issued ASU 2016-12,~~2018-19, which includes amendments ~~for enhanced clarification~~to (i) clarify receivables arising from operating leases are within the scope of the ~~guidance.~~new leasing standard (Topic 842) discussed below and (ii) align the implementation date for nonpublic entities’ annual financial statements with the implementation date for their interim financial statements. Early adoption is permitted as of the original effective date.	~~January 1, 2018; Early~~ In May 2019, the FASB issued ASU 2019-05, which amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption ~~permitted as~~ of ~~original effective date, which was January 1, 2017~~	~~The Company’s revenue-producing contracts~~ASU 2016-13, the fair value option on financial instruments that (i) were previously recorded at amortized cost and (ii) are ~~primarily leases that are not~~ within the scope of ~~this standard, except~~ASC 326-203 if the instruments are eligible for the ~~lease component relating~~fair value option under ASC 825-10.4. The fair value option election does not apply to ~~common area maintenance (“CAM”) reimbursement revenue, which~~held-to-maturity debt securities. Entities are required to make this election on an instrument-by-instrument basis. These amendments should be applied on a modified-retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings balance in the statement of financial position as of the date that an entity adopted the amendments in ASU 2016-13. Certain disclosures are required. The effective date will be ~~within~~ the ~~scope of this standard upon~~same as the effective date in ASU 2016-13. In November 2019, the FASB issued ASU 2019-11, which clarifies treatment of ~~ASU 2016-02 discussed below.~~ certain credit losses and disclosure requirements.			January 1, 2020; Early adoption permitted		The Company continues to evaluate the effect the adoption will have on the Company’s other sources of revenue which include management and other fee income. However, the Company currently does not believe the adoption will significantly affect the timing of the recognition of the Company’s management and other fee income. The Company plans to adoptadopted this standard using the modified retrospective ~~approach, which requires a cumulative effect adjustment as of the date of adoption.~~method.
~~ASU 2016-02, Leases (Topic 842)~~	~~This ASU sets out~~While the ~~principles for the recognition, measurement, presentation~~Company’s mortgages and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchaseother financing receivables are impacted by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases.this ASU, ~~2016-02 supersedes the previous leases standard, Leases (Topic 840).~~	~~January 1, 2019; Early adoption permitted~~	~~The Company continues to evaluate the effect~~ the adoption ~~will have on the Company’s financial position and/or results of operations. However, the Company currently believes that the adoption will~~ did not have a material impact ~~for operating leases where it is a lessor and will continue~~ to ~~record revenues from rental properties for its operating leases on a straight-line basis. However, for leases where the Company is a lessee, primarily for~~ the Company’s ~~ground leases and administrative office leases, the Company will be required to record a lease liability and a right of use asset on its~~Condensed Consolidated Balance Sheets at fair value upon adoption. In addition, direct internal leasing costs will continue to be capitalized, however, indirect internal leasing costs previously capitalized will be expensed. Within the terms of the Company’s leases where the Company is the lessor, the Company is entitled to receive reimbursement amounts from tenants for operating expenses such as real estate taxes, insurance and other CAM. CAM reimbursement revenue will be accounted for in accordance with Topic 606 upon adoption of this ASU 2016-02. The Company continues to evaluate the effect the adoption will have on this source of revenue. However, the Company currently does not believe the adoption will significantly affect the timing of the recognition of the Company’s CAM reimbursement revenue.Financial Statements.

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T~~he following ASU’s to the FASB’s ASC have been adopted by the Company:~~

~~ASU~~

~~Description~~

~~Adoption Date~~

~~Effect on the financial statements or other significant matters~~

~~ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business~~

The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation.

~~January 1, 2017; Elected early adoption~~

~~The Company~~’s operating property acquisitions during the nine months ended September 30, 2017, qualified for asset acquisition treatment under ASC 360, Property, Plant, and Equipment, rather than business combination treatment under ASC 805 Business Combinations, and resulted in the capitalization of asset acquisition costs rather than directly expensing these costs.

~~ASU 2016-09, Compensation~~ ~~– Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting~~

The update simplifies several aspects of accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.

~~January 1, 2017~~

~~The adoption did not have a material effect on the Company’s financial position and/or results of operations.~~

2. ~~Operating Property Activities~~3.Real Estate

Acquisitions of Operating ~~Real Estate~~Properties -

During the ~~nine~~three months ended ~~September 30, 2017,~~ March 31, 2020, the Company acquired the following operating ~~properties, in separate transactions,~~property, through a direct asset ~~purchases or consolidation due to change in control resulting from the~~ purchase ~~of additional interests or obtaining control through the modification of a joint venture investment:~~(in thousands):

Purchase Price (in thousands)

Property Name
Location
Month
Acquired/
Consolidated

Cash*

Debt

Other
Consideration**

Total

GLA***

Plantation Commons
Plantation, FL (1)(3)
Jan-17
$ - $ - $ 12,300 $ 12,300 60
Gordon Plaza
Woodbridge, VA (1)(3)
Jan-17
- - 3,100 3,100 184
Plaza del Prado
Glenview, IL
Jan-17
39,063 - - 39,063 142
Columbia Crossing Parcel
Columbia Crossing, MD
Jan-17
5,100 - - 5,100 25
The District at Tustin Legacy
Tustin, CA (2)(3)
Apr-17
- 206,000 98,698 304,698 688
Jantzen Beach Center
Portland, OR
Jul-17
131,927 - - 131,927 722
Del Monte Plaza Parcel
Reno, NV
Jul-17
24,152 - - 24,152 83
Gateway Station Phase II
Burleson, TX
Aug-17
15,355 - - 15,355 79
Jantzen Beach Center Parcel
Portland, OR
Sep-17
6,279 - - 6,279 25
Webster Square Outparcel
Nashua, NH
Sep-17
4,985 - - 4,985 22
$ 226,861 $ 206,000 $ 114,098 $ 546,959 2,030

			Purchase Price
Property Name	Location	Month Acquired	Cash		GLA*
North Valley Parcel	Peoria, AZ	Feb-20	$	7,073		9

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* The Company utilized an aggregate $115.9 million associated with Internal Revenue Code §1031 sales proceeds.

** Includes the Company’s previously held equity interest investment.

**
* Gross leasable area ("GLA")

~~(1)~~

~~The Company acquired from its partners~~, their ownership interest in properties that were held in joint ventures in which the Company had noncontrolling interests. The Company now has a controlling interest in these properties and has deemed these entities to be VIEs for which the Company is the primary beneficiary and now consolidates these assets.

~~(2)~~

~~Effective April 1, 2017, the Company and its partner amended its joint venture agreement relating to the Company~~’s investment in this property. As a result of this amendment, the Company now controls the entity and consolidates the property. This entity is deemed to be a VIE for which the Company is the primary beneficiary.

~~(3)~~

~~The Company evaluated these transactions pursuant to the FASB~~’s Consolidation guidance and as a result, recognized gains on change in control of interests resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are included in the purchase price above in Other Consideration. The Company’s current ownership interests and gains on change in control of interests recognized as a result of these transactions are as follows (in thousands):

Property Name

Current
Ownership
Interest

Gain on change
in control of
interests

Plantation Commons
76.25% $ 9,793
Gordon Plaza
40.62% 395
The District at Tustin Legacy

(a)
60,972
$ 71,160

~~(a)~~

~~The Company’s share of this investment is subject to change as a result of a waterfall computation which is dependent upon property cash flows (54.27% as of date of consolidation).~~

~~Included in the Company~~’s Condensed Consolidated Statements of Operations are $17.8 million and $12.1 million in revenues from rental properties from the date of acquisition through September 30, 2017 and 2016, respectively, for operating properties acquired during each of the respective years.

~~The Company adopted ASU 2017-01 effective January 1, 2017 and applied the guidance to its operating property acquisitions~~ ~~during the nine months ended September 30, 2017.~~ Purchase Price Allocation -

The purchase price for ~~these acquisitions~~this acquisition is allocated to real estate and related intangible assets acquired, ~~and liabilities assumed,~~ as applicable, in accordance with our accounting policies for asset acquisitions.

The purchase price ~~allocations~~allocation for ~~properties acquired/consolidated~~the property acquired during the ~~nine~~three months ended ~~September 30, 2017, are~~March 31, 2020, is as follows (in thousands):

				Allocation as of March 31, 2020		Weighted-Average Amortization Period (in Years)
Land	$	190,226		$	935	n/a
Buildings		293,355			4,610	50.0
Above-market leases		11,992
Below-market leases		(30,246	)
In-place leases		42,412
Building improvements		30,917			221	45.0
Tenant improvements		12,737			382	19.4
Mortgage fair value adjustment		(6,222	)
Other assets		5,090
Other liabilities		(3,302	)
In-place leases					925	19.4
Net assets acquired	$	546,959		$	7,073

Real Estate Under Development –

The Company is engaged in a real estate development project located in Dania Beach, FL for long-term investment. Construction is currently planned to continue on this real estate development project during the COVID-19 pandemic. As of ~~September 30, 2017,~~ March 31, 2020, and December 31, 2019, the ~~allocation adjustments~~costs incurred for this real estate development project were $230.6 million and ~~revised allocations for properties accounted for as business combinations~~$220.2 million, respectively, including capitalized costs of $28.4 million and $21.3 million, respectively. The Company capitalized (i) interest of $2.0 million and $1.9 million, (ii) real estate taxes, insurance and legal costs of $0.4 million and $0.3 million and (iii) payroll of $0.5 million and $0.5 million during the ~~year~~three months ended ~~December~~March 31, ~~2016, are as follows (in thousands):~~ 2020 and 2019, respectively, in connection with this real estate development project.

Allocation as of
December 31, 2016

Allocation
Adjustments

Revised Allocation as
of September 30, 2017

Land
$ 179,150 $ (5,150 ) $ 174,000
Buildings
309,493 (30,696 ) 278,797
Above-market leases
11,982 885 12,867
Below-market leases
(31,903 ) (4,716 ) (36,619 )
In-place leases
44,094 (1,063 ) 43,031
Building improvements
124,105 41,895 166,000
Tenant improvements
12,788 (1,155 ) 11,633
Mortgage fair value adjustment
(4,292 ) - (4,292 )
Other assets
234 - 234
Other liabilities
(27 ) - (27 )
Net assets acquired
$ 645,624 $ - $ 645,624

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Redevelopment –

Dispositions -

The table below summarizes the Company’s disposition activity relating to consolidated operating properties and ~~Assets Held for Sale~~ parcels (dollars in millions):

	Three Months Ended March 31,
	2020		2019
Aggregate sales price	$	13.5	$	74.2
Gain on sale of properties	$	3.8	$	23.6
Number of properties sold		1		5
Number of out-parcels sold		-		2

Impairments–-

During the ~~nine~~three months ended ~~September 30, 2017, the Company disposed of 15 consolidated operating properties~~ March 31, 2020 and eight parcels, in separate transactions, for an aggregate sales price of $230.2 million. These transactions resulted in (i) an aggregate gain of $62.1 million and (ii) aggregate impairment charges of $13.0 million.

At September 30, 2017, the Company had one property classified as held-for-sale at a carrying amount of $14.9 million, net of accumulated depreciation of $2.9 million, which is included in Other assets on the Company’s Condensed Consolidated Balance Sheets. The Company’s determination of the fair value of the property was based upon an executed contract of sale with a third party.

~~Impairments~~–

~~During the~~ ~~nine months ended September 30, 2017,~~2019, the Company recognized aggregate impairment charges of ~~$34.3 million. These impairment charges consist of (i) $13.0~~$3.0 million ~~related to the sale of certain operating properties, as discussed above, (ii) $5.1~~and $4.2 million, respectively, related to adjustments to property carrying values for properties which the Company has marketed for sale as part of its active capital recycling program and as such has adjusted the anticipated hold ~~periods~~period for such ~~properties and (iii) $16.2 million related to a property for which the Company has re-evaluated its long-term plan for the property due to unfavorable local market conditions.~~properties. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from ~~(i)~~ signed contracts or letters of intent from third party ~~offers or (ii) a discounted cash flow model.~~offers. See Footnote 11 to the Notes to the Company’s Condensed Consolidated Financial Statements for fair value disclosure.

~~Hurricane Impact~~ –

The ~~impact~~COVID-19 pandemic has significantly impacted the retail sector in which the Company operates and if the effects of ~~Hurricanes Harvey, which hit Texas on August 25, 2017, and Irma, which hit Florida on September 10, 2017, resulted in minimal damage~~the pandemic are prolonged, it could have a significant adverse impact to the ~~Company’s properties located~~underlying industries of many of the Company’s tenants. Management cannot, at this point, estimate ultimate losses related to the COVID-19 pandemic, and accordingly no impairment charges were reflected in ~~Texas~~the accompanying financial statements related to this matter. The Company will continue to monitor the economic, financial, and ~~Florida.~~

~~With respect to Hurricane Maria, which hit the island of Puerto Rico on September 20, 2017,~~social conditions resulting from this pandemic and will assess its asset portfolio for any impairment indicators. If the Company ~~is currently assessing damages at~~has determined that any of its ~~seven operating properties located throughout Puerto Rico, aggregating 2.2 million square feet of GLA. Two of the~~se operating properties, located in the southern region of the island were less impacted and most tenants have resumed operations, while the remaining five operating properties in the northern region sustained varying amounts of damage. Initial repairsassets are in progress, however, a final assessment and recovery plan will require additional time. The Company maintains a comprehensive property insurance policy on these properties with total coverage of up to $62.0 million, as well as business interruption insurance with coverage up to $39.3 million in the aggregate, subject to a collective deductible of $1.2 million. The Company anticipates that all damages and any loss of operations sustained will be covered under these existing policies. As further detailed information becomes available,impaired the Company expects to recognize a charge, which it believes will not have a material effect on the Company’s financial position and/or results of operations. This charge will result from the write-down of the undepreciated portion of the property that has been permanently damaged, which would be ~~less than the replacement costs~~required to take impairment charges and ~~offset by insurance proceeds received by the Company.~~ such amounts could be material.

3. ~~Real Estate Under~~ ~~Development~~

~~The Company is engaged in various real estate development projects~~ ~~for long-term investment. As of September 30, 2017, the Company had in progress a total of five active real estate development projects and two additional projects held for future development.~~

~~The costs incurred to date for these real estate development projects are as follows (in thousands):~~

Property Name
Location

September 30, 2017

December 31, 2016

Grand Parkway Marketplace (1)
Spring, TX
$ 41,222 $ 94,841
Dania Pointe
Dania Beach, FL
137,743 107,113
Promenade at Christiana
New Castle, DE
31,563 25,521
Owings Mills
Owings Mills, MD
30,746 25,119
Lincoln Square (2)
Philadelphia, PA
62,022 -
Avenues Walk (3)
Jacksonville, FL
48,573 73,048
Staten Island Plaza (4)
Staten Island, NY
9,395 9,386
$ 361,264 $ 335,028

~~(1)~~

~~During the~~ nine months ended September 30, 2017, the Company sold a land parcel at this development project for a sales price of $2.9 million. Additionally, as of September 30, 2017, certain aspects of this development project, aggregating $91.0 million, were placed in service and reclassified into Operating real estate, net on the Company’s Condensed Consolidated Balance Sheets. The remaining portion relates to the second phase of this project which is under development.

~~(2)~~

~~During the~~ nine months ended September 30, 2017, KIM Lincoln, LLC (“KIM Lincoln”), a wholly owned subsidiary of the Company, and Lincoln Square Property, LP (“Lincoln Member”) entered into a joint venture agreement wherein KIM Lincoln has a 90% controlling interest and Lincoln Member has a 10% noncontrolling interest. The joint venture acquired land parcels in Philadelphia, PA to be held for development for a gross purchase price of $10.0 million. Based upon the Company’s intent to develop the property, the Company allocated the gross purchase price to Real estate under development on the Company’s Condensed Consolidated Balance Sheets. This joint venture is accounted for as a consolidated VIE (see Footnote 6).

~~(3)~~

~~Effective April 1, 2017~~, certain aspects of this development project, aggregating $24.5 million, were placed in service and reclassified into Operating real estate, net on the Company’s Condensed Consolidated Balance Sheets. The remaining portion of the project consists of a mixed-use project to be developed in the future.

~~(4)~~

~~Land held for future development.~~

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During the nine months ended September 30, 2017, the Company capitalized (i) interest of $8.4 million, (ii) real estate taxes, insurance and legal costs of $3.7 million and (iii) payroll of $2.8 million,

4.Investments in ~~connection with these real estate development projects.~~

4. ~~Investments~~ in and Advances to Real Estate Joint Ventures

The Company ~~and its subsidiaries have~~has investments in and advances to various real estate joint ventures. These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting.

The table below presents joint venture investments for which the Company held an ownership interest at ~~September 30, 2017~~ March 31, 2020 and December 31, ~~2016 (in millions, except number of properties)~~2019 (dollars in millions):

	As of September 30, 2017							As of December 31, 2016							Ownership	The Company’s Investment
Venture	Ownership Interest			Number of Properties		The Company's Investment		Ownership Interest			Number of Properties		The Company's Investment
Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2)		15.0	%		46	$	179.0		15.0	%		48	$	182.5
Joint Venture															Interest	March 31, 2020		December 31, 2019
Prudential Investment Program (1)															15.0%	$	169.6	$	169.5
Kimco Income Opportunity Portfolio (“KIR”) ~~(2)~~(1)		48.6	%		44		149.6		48.6	%		45		145.2	48.6%		177.7		175.0
Canada Pension Plan Investment Board (“CPP”) ~~(2)~~(1)		55.0	%		5		122.4		55.0	%		5		111.8	55.0%		156.6		151.7
Other Joint Venture Programs	Various				31		58.4	Various				37		64.7	Various		81.7		81.9
Total*					126	$	509.4					135	$	504.2
Total*																$	585.6	$	578.1

* Representing 2~~4.6 million~~98 property interests and ~~26.2~~21.3 million square feet of GLA, as of ~~September 30, 2017~~ both March 31, 2020 and December 31, ~~2016, respectively.~~2019.

~~(1)~~

~~Represents four separate joint ventures, with four separate accounts managed by Prudential Global Investment Management (“PGIM”~~(1)~~, three of these ventures are collectively referred to as KimPru and the remaining venture is referred to as KimPru II.~~

~~(2)~~

The Company manages these joint venture investments and, where applicable, earns ~~acquisition fees, leasing commissions,~~ property management fees, ~~asset~~construction management fees, property acquisition and disposition fees, leasing management fees and ~~construction~~asset management fees.

The table below presents the ~~Company~~’sCompany’s share of net income for the above investments which is included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of ~~Operations~~Income for the three ~~and nine~~ months ended ~~September 30, 2017~~ March 31, 2020 and ~~2016~~2019 (in millions):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

KimPru and KimPru II
$ 3.2 2.2 $ 9.7 7.5
KIR
8.2 7.9 24.7 27.4
CPP
1.3 1.3 4.3 6.2
Other Joint Venture Programs (1)
(3.6 ) 0.1 (1.7 ) 149.1
Total
$ 9.1 $ 11.5 $ 37.0 $ 190.2

~~(1)~~

~~During the~~ three and nine months ended September 30, 2017, the Company recognized a cumulative foreign currency translation loss of $4.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017.

	Three Months Ended March 31,
Joint Venture	2020		2019
Prudential Investment Program	$	2.6	$	2.9
KIR		9.8		14.5
CPP		1.0		1.4
Other Joint Venture Programs		0.2		-
Total	$	13.6	$	18.8

During the ~~nine~~three months ended ~~September 30, 2017,~~ March 31, 2019, certain of the Company’s real estate joint ventures disposed of ~~six~~four operating properties, ~~and a portion of one property,~~ in separate transactions, for an aggregate sales price of ~~$49.3~~$54.5 million. These transactions resulted in an aggregate net gain to the Company of ~~$0.1~~$3.4 million ~~before income taxes,~~ for the ~~nine~~three months ended September 30, 2017. In addition, during the nine months ended September 30, 2017, the Company acquired a controlling interest in three operating properties from certain joint ventures, in separate transactions, for a gross fair value of $320.1 million. See Footnote 2 for the operating properties acquired by the Company.March 31, 2019.

~~During the~~ nine months ended September 30, 2016, certain of the Company’s real estate joint ventures disposed of or transferred interests to joint venture partners in 39 operating properties, in separate transactions, for an aggregate sales price of $959.2 million. These transactions resulted in an aggregate net gain to the Company of $143.3 million, before income taxes, for the nine months ended September 30, 2016. In addition, during the nine months ended September 30, 2016, the Company acquired a controlling interest in six operating properties and one development project from certain joint ventures, in separate transactions, for a gross fair value of $486.2 million.

~~Table of Contents~~

The table below presents debt balances within the ~~Company~~’sCompany’s unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at ~~September 30, 2017~~ March 31, 2020 and December 31, ~~2016 (dollars~~2019 (dollars in millions):

		As of September 30, 2017							As of December 31, 2016							As of March 31, 2020							As of December 31, 2019
Venture		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*
KimPru and KimPru II		$	626.9		3.35	%		62.9	$	647.4		3.07	%		67.5
Joint Venture																Mortgages and Notes Payable, Net		Weighted Average Interest Rate			**Weighted Average Remaining Term (months)***		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining **Term (months)***
Prudential Investment Program																$	537.0		2.91	%		43.8	$	538.1		3.46	%		46.8
KIR	KIR		725.7		4.54	%		49.7		746.5		4.64	%		54.9		561.4		4.15	%		32.0		556.0		4.39	%		28.4
CPP	CPP		84.9		2.78	%		7.0		84.8		2.17	%		16.0		84.9		3.25	%		39.0		84.8		3.25	%		42.0
Other Joint Venture Programs	Other Joint Venture Programs		289.0		4.37	%		29.8		584.3		5.40	%		23.4		414.4		3.62	%		78.5		415.2		3.87	%		80.9
Total	Total	$	1,726.5						$	2,063.0						$	1,597.7						$	1,594.1

* Includes extension options

5. 5.Other Real Estate Investments

~~Preferred Equity Capital -~~

The Company ~~previously~~has provided capital to owners and developers of real estate properties through its Preferred Equity Program. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its net investment. As of ~~September 30, 2017,~~ March 31, 2020, the Company’s net investment under the Preferred Equity Program was ~~$198.1~~$159.6 million relating to ~~357~~205 properties, including ~~345~~195 net leased properties. During the ~~nine~~three months ended ~~September 30, 2017,~~ March 31, 2020, the Company recognized income of ~~$27.2~~$11.1 million from its preferred equity investments, including ~~$14.8 million~~profit participation of ~~cumulative foreign currency translation gain recognized as a result of the substantial liquidation of the Company’s investments in Canada during 2017.~~$6.3 million. During the ~~nine~~three months ended ~~September 30, 2016,~~ March 31, 2019, the Company ~~earned $22.3~~recognized income of $6.5 million from its preferred equity investments, including ~~$10.1 million in~~ profit participation ~~earned from four capital transactions.~~of $1.0 million. These amounts are included in Equity in income of other real estate investments, net on the Company’s Condensed Consolidated Statements of ~~Operations.~~Income.

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6.Leases

~~Kimsouth~~ Lessor Leases~~(Albertsons)~~ -

~~Kimsouth Realty Inc. (“Kimsouth”)~~The Company's primary source of revenues are derived from lease agreements, which includes rental income and expense reimbursement. The Company's lease income is ~~a wholly-owned subsidiary~~comprised of minimum base rent, expense reimbursements, percentage rent, lease termination fee income, ancillary income, amortization of above-market and below-market rent adjustments and straight-line rent adjustments.

The disaggregation of the ~~Company.~~ ~~KRS AB Acquisition, LLC (the “ABS Venture”) is a subsidiary of Kimsouth that has a 14.35% noncontrolling interest (of~~Company's lease income, which the Company’s share is 9.8%), in AB Acquisition, LLC (“AB Acquisition”), a joint venture which owns Albertsons LLC (“Albertsons”), NAI Group Holdings Inc. and Safeway Inc. The Company holds a controlling interest in the ABS Venture and consolidates this entity.

~~During June 2017,~~ the Company and ABS Venture received an aggregate cash distribution of $34.6 million from Albertsons, of which the Company’s combined share was $23.7 million with the remaining $10.9 million distributed to the two noncontrolling interest members in the ABS Venture. This distribution exceeded the Company’s carrying basis and as such was recognized as income and is included in ~~Equity~~Revenue from rental properties on the Company's Condensed Consolidated Statements of Income, as either fixed or variable lease income based on the criteria specified in ~~income from other~~ASC 842, for the three months ended March 31, 2020 and 2019, is as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Lease income:
Fixed lease income (1)	$	217,155	$	214,804
Variable lease income (2)		58,907		66,516
Above-market and below-market leases amortization, net		9,942		9,314
Total lease cost	$	286,004	$	290,634

(1)	Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.
(2)	Includes minimum base rents, expense reimbursements, percentage rent, lease termination fee income and ancillary income.

Lessee Leases

The Company currently leases real estate ~~investments, net~~space under noncancelable operating lease agreements for ground leases and administrative office leases. The Company’s leases have remaining lease terms ranging from less than one year to 51.9 years, some of which include options to extend the terms for up to an additional 75 years. The Company does not include any of its renewal options in its lease terms for calculating its lease liability as the renewal options allow the Company to maintain operational flexibility, and the Company is not reasonably certain it will exercise these renewal options at this time. The weighted-average remaining non-cancelable lease term for the Company’s operating leases was 21.0 years at March 31, 2020. The weighted-average discount rate was 6.65% at March 31, 2020. The Company’s operating lease liabilities are determined based on the estimated present value of the Company’s minimum lease payments under its lease agreements. The discount rate used to determine the lease liabilities is based on the estimated incremental borrowing rate on a lease by lease basis. When calculating the incremental borrowing rates, the Company utilized data from (i) its recent debt issuances, (ii) publicly available data for instruments with similar characteristics, (iii) observable mortgage rates and (iv) unlevered property yields and discount rates. The Company then applied adjustments to account for considerations related to term and security that may not be fully incorporated by the data sets.

The components of the Company’s lease expense, which are included in rent expense and general and administrative expense on the Company’s Condensed Consolidated Statements of ~~Operations.~~Income for the three months ended March 31, 2020 and 2019, were as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Lease cost:
Operating lease cost	$	2,598	$	3,328
Variable lease cost		727		269
Total lease cost	$	3,325	$	3,597

7.Other Assets

6Mortgages and Other Financing Receivables -

The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the Company. The Company reviews payment status to identify performing versus non-performing loans. As of March 31, 2020, the Company had a total of seven loans aggregating $7.8 million, all of which were identified as performing loans.

Assets Held-For-Sale -

At March 31, 2020, the Company had a property classified as held-for-sale at a net carrying amount of $1.3 million (including accumulated depreciation and amortization of $1.1 million). The Company’s determination of the fair value of the property was based upon an executed contract of sale with a third party, which is in excess of the book value of this property.

8.Notes, Mortgages and Construction Loan Payable

Notes Payable –

In February 2020, the Company closed on a new $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which replaced the Company’s existing $2.25 billion unsecured revolving credit facility. The Credit Facility is scheduled to expire in March 2024, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2025. The Credit Facility, which accrues interest at a rate of LIBOR plus 77.5 basis points (1.76% as of March 31, 2020), can be increased to $2.75 billion through an accordion feature. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. As of March 31, 2020, the Credit Facility had an outstanding balance of $675.0 million and $0.3 million appropriated for letters of credit and the Company was in compliance with its covenants.

On April 1, 2020, the Company entered into a new $375.0 million unsecured term loan credit facility pursuant to a credit agreement (the “Term Loan”), with a group of banks, which is scheduled to expire in April 2021, with a one-year extension option to extend the maturity date, at the Company’s discretion, to April 2022. The Term Loan accrues interest at a rate of LIBOR plus 140 basis points or, at the Company’s option, a spread of 40 basis points to the base rate defined in the Term Loan, that in each case fluctuates in accordance with changes in the Company’s senior debt ratings. The Term Loan can be increased by an additional $750.0 million through an accordion feature. Pursuant to the terms of the Term Loan, the Company is subject to covenants that are substantially the same as those in the Credit Facility. During April 2020, borrowings under the Term Loan were increased to $590.0 million through the accordion feature.

Mortgages and Construction Loan Payable -

In August 2018, the Company closed on a construction loan commitment of $67.0 million relating to one development property. This loan commitment was scheduled to mature in August 2020, with six additional six-month options to extend the maturity date to August 2023, and bore interest at a rate of LIBOR plus 180 basis points. During the three months ended March 31, 2020, this construction loan was fully repaid.

During the three months ended March 31, 2020, the Company repaid $8.8 million of mortgage debt (including fair market value adjustment of $0.1 million) that encumbered an operating property.

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9.Noncontrolling Interests

Noncontrolling interests represent the portion of equity that the Company does not own in entities it consolidates as a result of having a controlling interest or determining that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Condensed Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Condensed Consolidated Statements of Income.

During the three months ended March 31, 2020, the Company acquired its partner’s interests in a consolidated entity for a purchase price of $20.0 million. This transaction resulted in a net decrease in Noncontrolling interests of $0.5 million and a corresponding net increase in Paid-in capital of $19.5 million on the Company’s Condensed Consolidated Balance Sheets. There are no remaining partners in this consolidated entity.

Included within noncontrolling interests are units that were determined to be contingently redeemable that are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Condensed Consolidated Balance Sheets.

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the three months ended March 31, 2020 and 2019 (in thousands):

	Three Months Ended March 31,
	2020			2019
Balance at January 1,	$	17,943		$	23,682
Income		262			92
Distributions		(262	)		(90	)
Balance at March 31,	$	17,943		$	22,684

10.Variable Interest Entities(“ (“VIE”)

Included within the ~~Company~~’sCompany’s consolidated operating properties at ~~September 30, 2017,~~ both March 31, 2020 and December 31, 2019, are 2422 consolidated ~~partnership~~ entities that are VIEs, for which the Company is the primary beneficiary. These entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs primarily ~~based on the fact that~~because the unrelated investors do not have ~~substantial~~substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less and they do not have substantive participating rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At ~~September 30, 2017,~~ March 31, 2020, total assets of these VIEs were ~~$1.2~~$1.0 billion and total liabilities were ~~$385.6~~$65.5 million. At December 31, 2019, total assets of these VIEs were $0.9 billion and total liabilities were $70.9 million.

The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.

~~Table of Contents~~

Additionally, i~~ncluded~~included within the Company’s real estate development projects at ~~September 30, 2017, are three~~December 31, 2019, is one consolidated ~~partnership entities~~entity that ~~are VIEs,~~was a VIE, for which the Company iswas the primary beneficiary. ~~These entities have~~This entity had been established to develop a real estate ~~properties~~property to hold as a long-term ~~investments.~~investment. The Company’s involvement with ~~these entities~~this entity is through its majority ownership and management of the ~~properties. These entities were~~property. This entity was deemed ~~VIEs~~a VIE primarily ~~based on the fact that~~because the equity investments at risk ~~are~~ were not sufficient to permit the ~~entities~~entity to finance ~~their~~its activities without additional financial support. The initial equity contributed to ~~these entities~~this entity was not sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was the primary beneficiary of ~~these VIEs~~this VIE as a result of its controlling financial interest. At ~~September 30, 2017,~~ December 31, 2019, total assets of ~~these~~this real estate development ~~VIEs~~VIE were ~~$269.3~~$346.9 million and total liabilities were ~~$22.5~~$82.5 million.

~~Substantially~~ ~~all~~ During the ~~projected development costs to be funded for these~~ three ~~real estate development projects, aggregating $129.3 million, will be funded with capital contributions from~~ months ended March 31, 2020 the Company ~~when contractually obligated. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide.~~purchased the partner’s noncontrolling interest and maintains full ownership of the entity. As a result, the entity is no longer a VIE.

All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). ~~Of the 27 total VIEs, 22 are unencumbered and the~~The assets of ~~these~~the unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining ~~five VIEs~~VIE assets are encumbered by third party non-recourse mortgage ~~debt.~~debt and a construction loan. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages and a construction loan and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The table below summarizes the consolidated VIEs and the classification of the Restricted Assets and VIE Liabilities on the Company’s Condensed Consolidated Balance Sheets ~~are~~ as follows ~~(in~~(dollars in millions):

September 30, 2017

December 31, 2016

Restricted Assets:

Real estate, net
$ 630.9 $ 326.9
Cash and cash equivalents
10.5 3.8
Accounts and notes receivable, net
2.8 1.6
Other assets
3.0 1.4
Total Restricted Assets
$ 647.2 $ 333.7

VIE Liabilities:

Mortgages payable, net
$ 341.4 $ 138.6
Other liabilities
66.7 37.6
Total VIE Liabilities
$ 408.1 $ 176.2

7. ~~Mortgages and Other Financing Receivables~~

~~The Company has various mortgages and other financing receivables which consist of loans acquired and loans originated by the Company.~~ The Company reviews payment status to identify performing versus non-performing loans. As of September 30, 2017, the Company had a total of 11 loans aggregating $22.5 million, of which all were identified as performing loans.

8. ~~Marketable Securities~~

During the nine months ended September 30, 2017, the Company acquired available-for-sale marketable equity securities for an aggregate purchase price of $9.8 million. At September 30, 2017, the Company’s investment in marketable securities was an aggregate of $14.0 million, which includes an unrealized loss of $1.1 million.

9. ~~Notes~~ ~~and Mortgages~~ ~~Payable~~

~~Notes Payable -~~

~~In February 2017, the Company closed on a $2.25 billion unsecured revolving credit facility~~ (the “Credit Facility”) with a group of banks, which is scheduled to expire in March 2021, with two additional six month options to extend the maturity date, at the Company’s discretion, to March 2022. This Credit Facility, which accrues interest at a rate of LIBOR plus 87.5 basis points (2.10% as of September 30, 2017), can be increased to $2.75 billion through an accordion feature. The Credit Facility replaced the Company’s $1.75 billion unsecured revolving credit facility that was scheduled to mature in March 2018. In addition, the Credit Facility includes a $500.0 million sub-limit which provides the company the opportunity to borrow in alternative currencies including Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios. As of September 30, 2017, the Credit Facility had a balance of $25.0 million outstanding and $0.5 million appropriated for letters of credit.

	As of March 31, 2020		As of December 31, 2019
Number of unencumbered VIEs		19		19
Number of encumbered VIEs		3		4
Total number of consolidated VIEs		22		23

Restricted Assets:
Real estate, net	$	99.1	$	228.9
Cash and cash equivalents		1.6		9.2
Accounts and notes receivable, net		2.0		3.8
Other assets		1.5		3.6
Total Restricted Assets	$	104.2	$	245.5

VIE Liabilities:
Mortgages and construction loan payable, net	$	37.6	$	104.5
Other liabilities		27.9		48.9
Total VIE Liabilities	$	65.5	$	153.4

Table of Contents

~~During the~~ ~~nine months ended September 30, 2017, the Company issued the following Senior Unsecured Notes (amounts in millions):~~

Date Issued

Maturity Date

Amount Issued

Interest Rate

Mar-17

Apr-27
$ 400.0 3.80 %
Aug-17

Feb-25
$ 500.0 3.30 %
Aug-17

Sept-47
$ 350.0 4.45 %

~~During the~~ ~~nine months ended September 30, 2017, the Company repaid the following notes (amounts in millions):~~

Type

Date Paid

Amount Repaid

Interest Rate

Maturity Date
Term Loan

Jan-17
$ 250.0
(a)

Jan-17
Medium Term Notes (“MTN”) (b)

Aug-17
$ 211.0 4.30%
Feb-18

~~(a)~~

~~Interest rate was equal to LIBOR + 0.95%.~~

~~(b)~~

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

~~Mortgages Payable -~~

During the nine months ended September 30, 2017, the Company (i) consolidated $212.2 million of individual non-recourse mortgage debt (including a fair market value adjustment of $6.2 million) relating to a joint venture operating property which the Company now controls, (ii) paid off $684.6 million of maturing mortgage debt (including fair market value adjustments of $5.7 million) that encumbered 25 operating properties and (iii) ~~obtained a $206.0 million non-recourse mortgage relating to one operating property.~~

10. ~~Redeemable~~ ~~Noncontrolling Interests~~

~~Redeemable~~ noncontrolling interests includes amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. Partnership units which are determined to be contingently redeemable under the FASB’s Distinguishing Liabilities from Equity guidance are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Condensed Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented on the Company’s Condensed Consolidated Statements of Operations.

~~The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the~~ ~~nine months ended September 30, 2017 and 2016 (amounts in thousands):~~

2017

2016

Balance at January 1,
$ 86,953 $ 86,709
Issuance of redeemable partnership interests (1)
10,000 -
Income (2)
1,203 3,240
Distributions
(2,448 ) (3,093 )
Redemption/conversion of redeemable units (3)
(79,569 ) -
Balance at September 30,
$ 16,139 $ 86,856

~~(1)~~

~~During the~~ nine months ended September 30, 2017, KIM Lincoln, a wholly owned subsidiary of the Company, and Lincoln Member entered into a joint venture agreement wherein KIM Lincoln has a 90% controlling interest and Lincoln Member has a 10% noncontrolling interest (See Footnote 3).

~~(2)~~

~~Includes $1.0 million~~ ~~in fair market value remeasurement for the nine months ended September 30, 2017.~~

~~(3)~~

~~During 2017, the Company redeemed the remaining 79,642,697~~ Preferred A Units for a total redemption price of $79.9 million, including an accrued preferred return of $0.4 million. These Preferred A Units, which had a par value of $1.00 and return per annum of 5.0%, were issued during 2006 along with the acquisition of seven shopping center properties located in Puerto Rico.

11. 11.Fair Value Measurements

All financial instruments of the Company are reflected in the accompanying Condensed Consolidated Balance Sheets at amounts which, in management’s estimation, based upon an interpretation of available market information and valuation methodologies, reasonably approximate their fair values except those listed below, for which fair values are disclosed. The valuation method used to estimate fair value for fixed-rate and variable-rate debt is based on discounted cash flow analyses, with assumptions that include credit spreads, market yield curves, trading activity, loan amounts and debt maturities. The fair values for marketable securities are based on published values, securities dealers’ estimated market values or comparable market sales. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

~~Table of Contents~~

As a basis for considering market participant assumptions in fair value measurements, the ~~FASB~~’sFASB’s Fair Value Measurements and Disclosures guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The following are financial instruments for which the ~~Company’s estimate of~~Company’s estimated fair value differs from the carrying ~~amounts~~value (in thousands):

	September 30, 2017				December 31, 2016				March 31, 2020				December 31, 2019
	Carrying Amounts		Estimated Fair Value		Carrying Amounts		Estimated Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes payable, net (1)	$	4,700,423	$	4,676,777	$	3,927,251	$	3,890,797
Mortgages payable, net (2)	$	850,848	$	852,165	$	1,139,117	$	1,141,047
Notes payable, net (1)									$	5,303,656	$	5,041,889	$	4,831,759	$	4,983,763
Mortgages and construction loan payable, net (2)									$	404,879	$	405,562	$	484,008	$	486,042

~~(1)~~(1)

The Company determined that the valuation of its Senior Unsecured Notes ~~and MTN notes~~ were classified within Level 2 of the fair value hierarchy and its ~~Term Loan and Credit Facility were~~unsecured revolving credit facility was classified within Level 3 of the fair value hierarchy. The estimated fair value amounts classified as Level 2, as of ~~September 30, 2017~~ March 31, 2020 and December 31, ~~2016,~~ 2019, were ~~$4.7~~$4.4 billion and ~~$3.6~~$4.8 billion, respectively. The estimated fair value amounts classified as Level 3, as of ~~September 30, 2017~~ March 31, 2020 and December 31, ~~2016,~~ 2019, were ~~$18.2~~$625.4 million and ~~$272.5~~$199.9 million, respectively.

~~(2)~~(2)

The Company determined that its valuation of ~~Mortgages payable, net was~~its mortgages and construction loan were classified within Level 3 of the fair value hierarchy.

The Company has certain financial instruments that must be measured under the ~~FASB~~’sFASB’s Fair Value Measurements and Disclosures guidance, including available for sale securities. The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.

The ~~table~~stables below present the Company’s financial assets ~~and liabilities~~ measured at fair value on a recurring basis ~~as of September 30, 2017~~ at March 31, 2020 and December 31, ~~2016,~~ 2019, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Balance at
September 30, 2017

Level 1

Level 2

Level 3

Assets:

Marketable equity securities
$ 12,715 $ 12,715 $ - $ -
Liabilities:

Interest rate swaps
$ 667 $ - $ 667 $ -

Balance at

March 31, 2020

Level 1

Level 2

Level 3

Marketable equity securities

4,524

Balance at
December 31, 2016

Level 1

Level 2

Level 3

Assets:

Marketable equity securities
$ 6,502 $ 6,502 $ - $ -
Liabilities:

Interest rate swaps
$ 975 $ - $ 975 $ -

Balance at

December 31, 2019

Level 1

Level 2

Level 3

Marketable equity securities

9,353

Assets measured at fair value on a non-recurring basis at ~~September 30, 2017~~ March 31, 2020 and December 31, ~~2016,~~ 2019, are as follows (in thousands):

Balance at
September 30, 2017

Level 1

Level 2

Level 3

Real estate
$ 40,558 $ - $ - $ 40,558

Balance at

March 31, 2020

Level 1

Level 2

Level 3

Real estate

5,300

Balance at
December 31, 2016

Level 1

Level 2

Level 3

Real estate
$ 117,930 $ - $ - $ 117,930

	Balance at December 31, 2019		Level 1		Level 2		Level 3

Real estate	$	39,510	$	-	$	-	$	39,510
Other real estate investments	$	32,974	$	-	$	-	$	62,429

During the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2020 and ~~2016,~~2019, the Company recognized impairment charges related to adjustments to property carrying values of ~~$34.3~~$3.0 million and ~~$68.1~~$4.2 million, respectively. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from ~~(i)~~ signed contracts or letters of intent from third party ~~offers or (ii) a discounted cash flow model.~~offers. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third party offers. For the discounted cash flow model, a capitalization rate of 8.50% and a discount rate of 10.00% were utilized in the model based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for this respective investment. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy. (See Footnote 23 to the Notes to the Company’s Condensed Consolidated Financial Statements for additional discussion regarding impairment charges).

Table of Contents

12. ~~Preferred Stock~~ ~~and Common Stock~~

~~The Company’s outstanding Preferred Stock is detailed below:~~

As of September 30, 2017
Series of
Preferred
Stock

Shares
Authorized

Shares
Issued and
Outstanding

Liquidation
Preference
(in thousands)

Dividend
Rate

Annual
Dividend per
Depositary
Share

Par
Value

Optional
Redemption
Date
Series I
18,400 7,000 $ 175,000 6.00 % $ 1.50000 $ 1.00
3/20/2017
Series J
9,000 9,000 225,000 5.50 % $ 1.37500 $ 1.00
7/25/2017
Series K
8,050 7,000 175,000 5.625 % $ 1.40625 $ 1.00
12/7/2017
Series L
10,350 9,000 225,000 5.125 % $ 1.28125 $ 1.00
8/16/2022
45,800 32,000 $ 800,000

As of December 31, 2016
Series of
Preferred
Stock

Shares
Authorized

Shares
Issued and
Outstanding

Liquidation
Preference
(in thousands)

Dividend
Rate

Annual
Dividend per
Depositary
Share

Par
Value

Optional
Redemption
Date
Series I
18,400 16,000 $ 400,000 6.00 % $ 1.50000 $ 1.00
3/20/2017
Series J
9,000 9,000 225,000 5.50 % $ 1.37500 $ 1.00
7/25/2017
Series K
8,050 7,000 175,000 5.625 % $ 1.40625 $ 1.00
12/7/2017
35,450 32,000 $ 800,000

~~The following Preferred Stock series was issued during the nine months ended September 30, 2017:~~

Series of
Preferred
Stock

Date Issued

Depositary
Shares
Issued

Fractional
Interest per
Share

Net
Proceeds,
After
Expenses
(in millions)

Offering
Price

Optional
Redemption
Date
Series L

8/16/2017
9,000,000
1/1000
$ 217.6 25.00
8/16/2022

~~The following Preferred Stock series was partially redeemed during the nine months ended September 30, 2017:~~

Series of
Preferred
Stock

Date Issued

Depositary
Shares
Redeemed

Redemption
Amount
(in millions)

Redemption
Price

Redemption
Date
Series I (1)

3/20/2012
9,000,000 $ 225.0 $ 25.00
9/6/2017

~~(1)~~

On September 6, 2017, the Company partially redeemed 9,000 shares of its issued and outstanding Series I Preferred Stock, representing 56.25% of the issued and outstanding Series I Preferred Stock. In connection with this partial redemption the Company recorded a charge of $7.0 million resulting from the difference between the redemption amount and the carrying amount of the Series I Preferred Stock on the Company’s Condensed Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. ~~This $7.0 million charge was subtracted from net income/(loss) attributable to the Company to arrive at net income/(loss) available to the Company’s common shareholders and used in the calculation of earnings per share for the nine months ended September 30, 2017.~~

During February 2015, the Company established an at the market continuous offering program (the “ATM program”) which is effective for a term of three years, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”) or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. The Company did not offer for sale any shares of common stock under the ATM program during the nine months ended September 30, 2017. As of September 30, 2017, the Company had $211.9 million available under this ATM program.

13. ~~Supplemental Schedule of Non-Cash Investing / Financing Activities~~

~~The following schedule summarizes the non-cash investing and financing activities of the Company for the~~ ~~nine months ended September 30, 2017 and 2016 (in thousands):~~

2017

2016

Proceeds deposited in escrow through sale of real estate interests
$ 150,697 $ 66,431
Acquisition of real estate interests through proceeds held in escrow
$ 115,853 $ 66,044
Acquisition of real estate interests by assumption of mortgage debt
$ - $ 33,174
Issuance of common stock
$ - $ 85
Surrender of restricted common stock
$ (5,599 ) $ (6,904 )
Declaration of dividends paid in succeeding period
$ 123,270 $ 118,136
Capital expenditures accrual
$ 56,879 $ 17,604
Deemed contribution from noncontrolling interest
$ 10,000 $ -
Consolidation of Joint Ventures:
-
Increase in real estate and other assets
$ 325,981 $ 316,772
Increase in mortgages payable, other liabilities and non-controlling interests
$ 258,626 $ 194,964

~~Table of Contents~~

14.

12.Incentive Plans

The Company accounts for equity awards in accordance with ~~FASB~~’sFASB’s Compensation – Stock Compensation guidance which requires that all ~~share based~~share-based payments to employees, including grants of employee stock options, restricted stock and performance shares, be recognized in the Condensed Consolidated Statements of ~~Operations~~Income over the service period based on their fair values. Fair value is determined, depending on the type of award, using either the Black-Scholes option pricing formula or the Monte Carlo method for performance shares, both of which are intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is calculated based on the price on the date of grant.

The Company recognized ~~expense~~sexpenses associated with its equity awards of ~~$17.8~~$5.9 million and ~~$15.3~~$5.5 million for the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2020 and ~~2016,~~2019, respectively. As of ~~September 30, 2017,~~ March 31, 2020, the Company had ~~$32.8~~$52.0 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to be recognized over a weighted average period of approximately ~~2.9~~3.3 years.

15. ~~Accumulated Other Comprehensive Income~~ ~~(“AOCI”)~~13.Earnings Per Share

The following table~~s display~~ sets forth the ~~change~~reconciliation of earnings and the weighted average number of shares used in the ~~components~~calculation of ~~accumulated other comprehensive income for the nine months ended September 30, 2017~~basic and ~~2016:~~diluted earnings per share (amounts presented in thousands except per share data):

Foreign
Currency
Translation Adjustments

Unrealized
Gain/(Loss) on
Available-for-
Sale
Investments

Unrealized
Loss on Interest
Rate Swaps

Total

Balance as of January 1, 2017
$ 6,335 $ 406 $ (975 ) $ 5,766
Other comprehensive income before reclassifications
3,711 (1,466 ) 308 2,553
Amounts reclassified from AOCI (1)
(10,046 ) - - (10,046 )
Net current-period other comprehensive income
(6,335 ) (1,466 ) 308 (7,493 )
Balance as of September 30, 2017
$ - $ (1,060 ) $ (667 ) $ (1,727 )

	Three Months Ended
	March 31,
	2020			2019
Computation of Basic and Diluted Earnings Per Share:
Net income available to the Company's common shareholders	$	83,746		$	101,635
Earnings attributable to participating securities		(686	)		(625	)
Net income available to the Company’s common shareholders for basic earnings per share		83,060			101,010
Distributions on convertible units		-			25
Net income available to the Company’s common shareholders for diluted earnings per share	$	83,060		$	101,035

Weighted average common shares outstanding – basic		429,735			419,464
Effect of dilutive securities (1):
Equity awards		717			1,182
Assumed conversion of convertible units		53			117
Weighted average common shares outstanding – diluted		430,505			420,763

Net income available to the Company's common shareholders:
Basic earnings per share	$	0.19		$	0.24
Diluted earnings per share	$	0.19		$	0.24

~~(1)~~(1)

~~During 2015,~~The effect of the ~~Company began selling properties within its Canadian portfolio and has continued to liquidate its investments over~~assumed conversion of certain convertible units had an anti-dilutive effect upon the ~~last two years.~~ ~~During the three months ended September 30, 2017, the Company was deemed to have substantially liquidated its investment in Canada, triggered primarily by the receipt~~calculation of ~~various tax refunds and as a result, recognized a net cumulative foreign currency translation gain. Amounts were reclassified~~Net income available to the Company’s ~~Condensed Consolidated Statements~~common shareholders per share. Accordingly, the impact of ~~Operations~~such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 1.2 million and 1.3 million stock options that were not dilutive as ~~follows (i) $14.8 million~~ of ~~gain was reclassified to Equity in income of other real estate investments, net,~~ March 31, 2020 and ~~(ii) $4.8 million of loss was reclassified to Equity in income of joint ventures, net.~~2019, respectively.

Foreign
Currency
Translation Adjustments

Unrealized
Gains on
Available-for-
Sale
Investments

Unrealized
Loss
on Interest
Rate Swaps

Total

Balance as of January 1, 2016
$ 6,616 $ 398 $ (1,426 ) $ 5,588
Other comprehensive income before reclassifications
971 18 (432 ) 557
Amounts reclassified from AOCI
- - - -
Net current-period other comprehensive income
971 18 (432 ) 557
Balance as of September 30, 2016
$ 7,587 $ 416 $ (1,858 ) $ 6,145

The Company's unvested restricted share awards contain non-forfeitable rights to distributions or distribution equivalents. The impact of the unvested restricted share awards on earnings per share has been calculated using the two-class method whereby earnings are allocated to the unvested restricted share awards based on dividends declared and the unvested restricted shares' participation rights in undistributed earnings.

Table of Contents

14.Stockholders’ Equity

Preferred Stock -

The Company’s outstanding Preferred Stock is detailed below:

As of March 31, 2020 and December 31, 2019
Class of Preferred Stock	Shares Authorized		Shares Issued and Outstanding		Liquidation Preference (in thousands)		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date
Class L		10,350		9,000	$	225,000		5.125	%	$	1.28125	$	1.00	8/16/2022
Class M		10,580		10,580		264,500		5.250	%	$	1.31250	$	1.00	12/20/2022
				19,580	$	489,500

Common Stock-

During February 2020, the Company extended its share repurchase program for a term of two years, which will expire in February 2022, 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. The Company did not repurchase any shares under the share repurchase program during the three months ended March 31, 2020. As of March 31, 2020, the Company had $224.9 million available under this share repurchase program.

During September 2019, the Company established an at the market continuous offering program (“ATM program”), pursuant to which the Company may offer and sell from time to time shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. The Company did not offer for sale any shares of common stock under the ATM program during the three months ended March 31, 2020.

Dividends Declared -

The following table provides a summary of the dividends declared per share:

	Three Months Ended March 31,
	2020		2019
Common Shares	$	0.28000	$	0.28000
Class I Depositary Shares (1)	$	-	$	0.37500
Class J Depositary Shares (1)	$	-	$	0.34375
Class K Depositary Shares (1)	$	-	$	0.35156
Class L Depositary Shares	$	0.32031	$	0.32031
Class M Depositary Shares	$	0.32813	$	0.32813

(1)	Shares were fully redeemed during 2019

15.Supplemental Schedule of Non-Cash Investing / Financing Activities

The following schedule summarizes the non-cash investing and financing activities of the Company for the three months ended March 31, 2020 and 2019 (in thousands):

	Three Months Ended March 31,
	2020		2019
Acquisition of real estate interests through proceeds held in escrow	$	-	$	30,970
Surrender of restricted common stock	$	5,159	$	3,252
Declaration of dividends paid in succeeding period	$	126,473	$	130,444
Capital expenditures accrual	$	47,533	$	70,976

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16.Subsequent Events

During and subsequent to the first quarter 2020, the world has been impacted by the COVID-19 pandemic. It has created significant economic uncertainty and volatility. The extent to which the COVID-19 pandemic impacts the Company’s business, operations and financial results will depend on numerous evolving factors that the Company is not be able to predict at this time, including the duration and scope of the pandemic, governmental, business and individual actions that have been and continue to be taken in response to the pandemic, the impact on economic activity from the pandemic and actions taken in response, the effect on the Company’s tenants and their businesses, the ability of tenants to make their rental payments and any additional closures of tenants’ businesses. Any of these events could materially adversely impact the Company’s business, financial condition, results of operations or stock price.

As of April 30, 2020, the Company’s shopping centers generally remain open, however, a substantial number of tenants have temporarily closed their businesses, have shortened their operating hours or are offering reduced services. The Company has also observed a substantial increase in the number of tenants that have made late or partial rent payments, requested a deferral of rent payments or defaulted on rent payments.

As a result of these requests and the current economic uncertainty, the Company has taken important steps to offer its support:

●

The Company has worked with these tenants to potentially grant rent deferrals on a tenant-by-tenant basis. The deferrals are anticipated to be paid within a period of one year or less.

●

During April 2020, the Company began piloting a Tenant Assistance Program to assist small business tenants in identifying and applying for federal and state aid to help support their businesses during the COVID-19 pandemic. The Company is working in partnership with law firms to provide assistance with the application process at the Company’s expense. Legal professionals will assist tenants in identifying suitable loan programs, identifying potential lending institutions, and preparing and submitting applications.

●

The Company is closely monitoring recommendations and mandates of federal, state and local governments and health authorities.

●

At the onset of the COVID-19 pandemic in the U.S., the Company immediately increased the frequency and intensity of its janitorial services to help prevent the spread of the virus. Areas such as public bathrooms, interior concourses and hallways, vestibules and shared doors, and elevators and escalators are being sanitized multiple times per day.

	●	The Company’s teams are also working quickly to provide additional assistance in the communities where it operates, finding creative ways to use its conveniently located shopping centers during this difficult time. The Company is fast-tracking the approval of drive-thru testing centers, blood drive locations, and school lunch pick-ups, and several of its shopping centers are already offering these services.
	●	The Company launched the Kimco Curbside Pickup™ program designating dedicated parking spots for curbside pickup at its centers for use by all tenants and their customers.

In addition, on April 1, 2020, the Company entered into a new $375.0 million unsecured term loan credit facility, that was subsequently increased to $590.0 million through an accordion feature. See Footnote 8 to the Notes to the Company’s Condensed Consolidated Financial Statements for additional discussion regarding the Term Loan.

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I~~tem~~Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by ~~the Company~~Kimco Realty Corporation (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “target,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general 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 regulations and management’s ability to estimate the impact of such changes, (vi) the level and volatility of interest rates and ~~foreign currency exchange rates and managements’~~management’s ability to estimate the impact thereof, (vii) ~~risks related to the Company’s international operations,~~pandemics or other health crises, such as coronavirus disease 2019 (“COVID-19”), (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 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” in our Annual Report on Form 10-K for the ~~year ended~~year-ended December 31, ~~2016.~~2019. Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company’s Current Reports on Form 8-K that the Company files with the Securities and Exchange Commission (“SEC”).

The following discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and Notes thereto. These unaudited financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature.

Executive ~~Summary~~Overview

Kimco Realty Corporation, a Maryland corporation, is one of ~~the nation~~’sNorth America’s largest ~~publicly-traded~~publicly traded owners and operators of open-air, grocery-anchored shopping ~~centers.~~centers and mixed-use assets. The terms “Kimco,” the “Company,” “we,” “our” and “us” each refer to Kimco Realty Corporation and our subsidiaries, unless the context indicates otherwise. The Company’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

The Company is a self-administered real estate investment trust (“REIT”) and has owned and operated open-air shopping centers for over 60 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of ~~September 30, 2017,~~March 31, 2020, the Company had interests in ~~508~~401 U.S. shopping center properties, aggregating ~~84.2~~70.0 million square feet of gross leasable area (“GLA”), located in ~~32 states, Puerto Rico and Canada.~~27 states. In addition, the Company had ~~374~~215 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling ~~5.9~~6.0 million square feet of GLA. The Company’s ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management.

The ~~executive officers~~Company’s operating strategies are ~~engaged~~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 buy online and pick up in ~~the~~store, off-price merchandise and day-to-day ~~management~~necessities rather than high-priced luxury items, and operation of real estate exclusively with the Company, with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company.(iii) maintain a strong balance sheet.

The ~~Company~~’sCompany’s investment strategy is to ~~be the premier owner and operator of open-air shopping centers through investments primarily~~invest capital into its high-quality assets which are tightly clustered in ~~the U.S. To achieve this strategy the Company is (i) continuing to transform the quality of its portfolio by~~major metropolitan markets that provide opportunity for growth while disposing of lesser quality assets ~~and acquiring larger, higher quality properties~~ in ~~key markets identified by~~less desirable locations. Through this strategy, the Company has transformed its portfolio and will continue these efforts as deemed necessary to maximize the quality and growth of its portfolio. Property acquisitions are focused in major metropolitan areas allowing tenants to generate higher foot traffic resulting in higher sales volume accompanied with a potential for ~~which substantial progress has been achieved as~~a mixed-use component. The Company believes that this will enable it to maintain higher occupancy levels, rental rates and rental growth.

Table of ~~September 30, 2017, (ii) simplifying~~Contents

The Company’s investment strategy also includes the retail re-tenanting, renovation and expansion of its ~~business by: (a) reducing the number of joint venture investments~~existing centers and ~~(b) exiting Mexico, South America and Canada, for which the exit of South America has been completed and Mexico and Canada have been substantially completed, (iii)~~acquired centers, while also pursuing redevelopment opportunities ~~within its portfolio~~ to increase overall value within its portfolio. The Company may selectively acquire established income-producing real estate properties and ~~(iv)~~properties requiring significant re-tenanting and redevelopment, primarily in geographic regions in which the Company presently operates. Additionally, the Company may selectively ~~acquiring~~acquire land parcels in ~~our~~its key markets for real estate development projects for long-term investment. The Company may consider investments in other real estate sectors and in geographic markets where it does not presently operate should suitable opportunities arise. The Company also continues to simplify its business by reducing the number of joint venture investments.

As part of the Company’s investment strategy each property is evaluated for its highest and best use, which may include residential and mixed-use components. In addition, the Company may consider other opportunistic investments related to retailer controlled real estate such as repositioning underperforming retail locations, retail real estate financing and bankruptcy transaction support. The Company has ~~an active~~a capital recycling program ~~which~~that provides for the disposition of certain ~~U.S. properties.~~lesser quality assets. If the ~~Company accepts sales prices~~estimated fair value for any of these assets ~~that are~~is less than their net carrying values, the Company would be required to take impairment charges and such amounts could be material. ~~In order to execute~~

COVID-19 Pandemic

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, and has caused significant volatility in U.S. and international debt and equity markets. The COVID-19 pandemic has significantly impacted the retail sector in which the Company operates, and if the effects of the pandemic are prolonged, it could have a significant adverse impact on the underlying industries of many of the Company’s ~~strategy,~~tenants. Accordingly, the Company’s tenants and their operations, and, thus, their ability to pay rent, have been impacted and may continue to be impacted. At the end of April 2020, all the Company’s shopping centers remain open and operational continuing to provide access to tenants providing essential goods and services. However, a substantial number of tenants have temporarily closed their business, have shortened their operating hours or are offering reduced services. Based on information currently available to us, approximately 44% of annual base rent across the portfolio comes from tenants that are subject to some form of mandatory closure or have voluntarily closed. As a result, the Company ~~intends~~has observed a substantial increase in the number of tenants that have made late or partial rent payments, requested a deferral of rent payments, or defaulted on rent payments, and it is likely that more of our tenants will be similarly impacted in the future. The Company received rent deferral requests approximating 35% of the Company’s pro-rata minimum base rent for the month of April, with the Company selectively granting deferrals for 14% of the minimum base rent for this period. The Company continues to negotiate for the payment of the remaining April rent not yet collected.

The impact of COVID-19 on the Company’s future results could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19, the success of governmental, business and individual actions that have been and continue to ~~strengthen~~be taken in response to COVID-19, the impact of COVID-19 on economic activity, the effect of COVID-19 on the Company’s tenants and their businesses, the ability of tenants to make their rental payments and any additional closures of tenants’ businesses.

The Company is continuing to monitor the impact of COVID-19 on the Company’s business, tenants and industry as a whole. The magnitude and duration of the COVID-19 pandemic and its ~~balance sheet by pursuing deleveraging efforts over time, providing it~~impact on the ~~necessary flexibility~~Company’s operations and liquidity is uncertain as of the filing date of this Quarterly Report on Form 10-Q as this pandemic continues to ~~invest opportunistically~~evolve globally. However, if the COVID-19 pandemic continues its current trajectory, such impacts could grow and ~~selectively, primarily focusing~~become material and could materially disrupt the Company’s business operations. See Part II. Item 1A. "Risk Factors" of this Quarterly Report on ~~U.S. open-air shopping centers.~~Form 10-Q and Footnotes 1, 2, 8 and 16 to the Notes to the Company’s Condensed Consolidated Financial Statements for further discussion of the possible impact of the COVID-19 pandemic on the Company’s business.

As of March 31, 2020, the Company has not incurred any significant disruptions to its business activities. Management cannot, at this point, estimate ultimate losses related to the COVID-19 pandemic, and accordingly no impairment charges were reflected in the accompanying financial statements related to this matter. The Company will continue to monitor the economic, financial, and social conditions resulting from the COVID-19 pandemic and will assess its asset portfolio for any impairment indicators. If the Company determines that any of its assets are impaired, the Company would be required to take impairment charges and such amounts could be material. See Footnote 3 to the Notes to the Company’s Condensed Consolidated Financial Statements for additional discussion regarding impairment charges.

Also, in response to the COVID-19 pandemic, in April 2020, the Company closed on a $375.0 million unsecured term loan credit facility (the "Term Loan") that was subsequently increased to $590.0 million through an accordion feature.

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Results of Operations

Comparison of the three months ended March 31, 2020 and 2019

The following table presents the comparative results from the Company’s Condensed Consolidated Statements of Income for the three months ended ~~September 30, 2017~~~~and~~ ~~2016~~March 31, 2020, as compared to the corresponding periods in 2019 (in thousands, except per share data):

Three Months Ended

September 30,

(amounts in millions)

2017

2016

Change

% change

Revenues from rental property (1)
$ 290.9 $ 279.3 $ 11.6 4.2 %

Rental property expenses: (3)

Rent
$ 2.8 $ 2.7 $ 0.1 3.7 %
Real estate taxes
38.4 37.7 0.7 1.9 %
Operating and maintenance
33.2 32.6 0.6 1.8 %
$ 74.4 $ 73.0 $ 1.4 1.9 %

Depreciation and amortization (4)
$ 88.4 $ 96.8 $ (8.4 ) (8.7% )

	Three Months Ended March 31,
	2020			2019			Change

Revenues
Revenues from rental properties, net	$	286,004		$	290,634		$	(4,630	)
Management and other fee income		3,740			4,376			(636	)
Operating expenses
Rent (1)		(2,835	)		(2,692	)		(143	)
Real estate taxes		(39,652	)		(39,347	)		(305	)
Operating and maintenance (2)		(42,408	)		(40,896	)		(1,512	)
General and administrative (3)		(21,017	)		(25,831	)		4,814
Impairment charges		(2,974	)		(4,175	)		1,201
Depreciation and amortization		(69,397	)		(71,561	)		2,164
Gain on sale of properties		3,847			23,595			(19,748	)
Other income/(expense)
Other (expense)/income, net		(3,422	)		2,622			(6,044	)
Interest expense		(46,060	)		(44,395	)		(1,665	)
Provision for income taxes, net		(43	)		(630	)		587
Equity in income of joint ventures, net		13,648			18,754			(5,106	)
Equity in income of other real estate investments, net		10,958			6,224			4,734
Net income attributable to noncontrolling interests		(289	)		(509	)		220
Preferred dividends		(6,354	)		(14,534	)		8,180
Net income available to the Company's common shareholders	$	83,746		$	101,635		$	(17,889	)
Net income available to the Company:
Diluted per common share	$	0.19		$	0.24		$	(0.05	)

~~Comparison of the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2017~~~~and 2016~~

Nine Months Ended

September 30,

(amounts in millions)

2017

2016

Change

% change

Revenues from rental property (2)
$ 873.2 $ 859.5 $ 13.7 1.6 %

Rental property expenses: (3)

Rent
$ 8.3 $ 8.3 $ - -
Real estate taxes
115.4 108.0 7.4 6.9 %
Operating and maintenance
102.9 100.4 2.5 2.5 %
$ 226.6 $ 216.7 $ 9.9 4.6 %

Depreciation and amortization (5)
$ 275.8 $ 264.4 $ 11.4 4.3 %

	(1)	Revenues from rental property increased for the three months ended September 30, 2017, primarily from the combined effect of (i) the acquisition and consolidation of operating properties during 2017 and 2016, providing incremental revenues for the three months ended September 30, 2017 of $15.7 million, as compared to the corresponding period in 2016 and (ii) an increase in revenues of $1.5 million for the three months ended September 30, 2017, as compared to the corresponding period in 2016, primarily due to the completion of certain redevelopment projects and net growth in the current portfolio, providing incremental revenue, partially offset by (iii) a decrease in revenues of $5.6 million for the three months ended September 30, 2017, as compared to the corresponding period in 2016, due to properties sold during 2017 and 2016.

~~(2)~~	Revenues from rental property increased for the nine months ended September 30, 2017, primarily from the combined effect of (i) the acquisition and consolidation of operating properties during 2017 and 2016, providing incremental revenues for the nine months ended September 30, 2017 of $42.7 million, as compared to the corresponding period in 2016, partially offset by (ii) a decrease in revenues of $22.4 million for the nine months ended September 30, 2017, as compared to the corresponding period in 2016, due to properties sold during 2017 and 2016 and (iii) a decrease in revenues of $6.6 million for the nine months ended September 30, 2017, as compared to the corresponding period in 2016, primarily due to tenant vacates during 2017 and 2016 which includes below market rent write-offs.

(3)	~~Rental property expenses include (i) rent~~Rent expense ~~relating~~relates to ground lease payments for which the Company is the ~~lessee, (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating~~lessee.

(2)

Operating and maintenance expense ~~which~~ consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental property expenses increased for the three and nine months ended September 30, 2017, as compared to the corresponding periods in 2016, primarily due to the acquisition/consolidation of operating properties in 2017 and 2016 and an increase in real estate tax expense primarily due to the receipt of real estate tax refunds during 2016, partially offset by the disposition of properties during 2017 and 2016.

(4)(3)

~~Depreciation~~General and amortization decreased for the three months ended September 30, 2017 as compared to the corresponding period in 2016, primarily due to fewer tenant vacates, partially offset by the acquisition/consolidation of operating properties in 2017administrative expense includes employee-related expenses (including salaries, bonuses, equity awards, benefits, severance costs and ~~2016.~~

~~(5)~~

~~Depreciation~~payroll taxes), professional fees, office rent, travel expense and amortization increased for the nine months ended September 30, 2017, as compared to the corresponding period in 2016, primarily due to the acquisition/consolidation of operating properties in 2017 and 2016, partially offset by property dispositions and tenant vacates in 2017 and 2016 and write-offs relating to the Company~~’s redevelopment projects in 2016.~~other company-specific expenses.

General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense and other company-specific expenses. General and administrative expenses decreased $3.4Net income available to the Company’s common shareholders was $83.7 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, as compared to $101.6 million for the comparable period in 2019. On a diluted per common share basis, net income available to the Company for the three months ended March 31, 2020 was $0.19 as compared to $0.24 for the comparable period in 2019.

The following describes the changes of certain line items included on the Company’s Condensed Consolidated Statements of Income, that the Company believes changed significantly and affected Net income available to the Company's common shareholders during the three months ended March 31, 2020, as compared to the corresponding period in ~~2016,~~2019:

Revenue from rental properties, net –

The decrease in Revenues from rental properties, net of $4.6 million is primarily from (i) a decrease in revenues of $13.1 million due to ~~reductions~~properties sold during 2020 and 2019, partially offset by (ii) the completion of certain redevelopment and development projects included in ~~professional fees, public company costs and other personnel related costs.~~

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During the nine months ended September 30, 2017 and 2016, the Company recognized impairment charges related to adjustments to property carrying values of $34.3 million and $68.1 million, respectively, for which the Company’s estimated fair values of these properties were primarily based upon estimated sales prices from (i) signed contracts or letters of intent from third party offers or (ii) discounted cash flow models. These adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions and the long-term plan for certain properties. Certain of the calculations to determine fair value utilized unobservable inputs and as such are classified as Level 3 of the fair value hierarchy.

~~Other income, net decreased $3.3~~Signature Series™, which provided incremental revenues for the three months ended ~~September 30, 2017,~~March 31, 2020 of $4.5 million, as compared to the corresponding period in ~~2016. This decrease is primarily due to a decrease~~2019 and (iii) acquisitions, tenant buyouts and net growth in ~~income from~~ the ~~Company’s investment in retail store leases related to the termination of a lease during~~current portfolio, which provided incremental revenues for the three months ended ~~September 30, 2016.~~

~~Interest expense decreased $9.7~~March 31, 2020 of $4.0 million, ~~for the nine months ended September 30, 2017,~~ as compared to the corresponding period in ~~2016. This~~2019.

General and administrative –

The decrease in General and administrative expense of $4.8 million is primarily due to (i) a reduction of $2.6 million primarily due to the ~~Company’s utilization~~fluctuations in value of ~~net proceeds from unsecured debt offerings~~various directors’ deferred stock during ~~2017 and 2016 to payoff secured debt which had higher interest rates. As a result,~~ the ~~Company effectively lowered its overall interest rate on borrowings for the nine~~three months ended ~~September 30, 2017,~~March 31, 2020, as compared to the corresponding period in ~~2016.~~

~~During the nine months ended September 30, 2017, the Company incurred early extinguishment of debt charges aggregating $1.8 million~~2019, (ii) a reduction in ~~connection with the tender premium on Medium Term Notes that were partially tendered prior to maturity.~~

During the nine months ended September 30, 2016, the Company incurred early extinguishment of debt charges aggregating $45.7 million in connection with the optional make-whole provisions of unsecured notes that were repaid prior to maturitysalary and ~~prepayment penalties on a mortgage encumbering 10 operating properties, which the Company also paid prior to the scheduled maturity date.~~

~~Benefit/(provision) for income taxes, net changed $62.1 million to a benefit of $0.7 million~~severance expense for the three months ended ~~September 30, 2017,~~March 31, 2020 of $1.8 million, as compared to ~~a provision of $61.4 million for~~ the corresponding period in ~~2016. This~~2019, and (iii) a reduction in office rent expense of $0.4 million as compared to the corresponding period in 2019.

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Gain on sale of properties –

During the three months ended March 31, 2020, the Company disposed of an operating property for a sales price of $13.5 million, which resulted in a gain of $3.8 million.

During the three months ended March 31, 2019, the Company disposed of five operating properties and two out-parcels, in separate transactions, for an aggregate sales price of $74.2 million. These transactions resulted in aggregate gains of $23.6 million.

Other (expense)/income, net –

The change in Other (expense)/income, net of $6.0 million is primarily due to ~~(i) a decrease~~changes in ~~tax provision~~the fair value of ~~$63.5 million resulting from the recognition of a valuation allowance as a result of the Company’s merger of its taxable REIT subsidiary into a wholly-owned LLC of the Company on August 1, 2016.~~available-for-sale marketable securities.

Benefit/(provision) for income taxes, net changed $75.5 million to a benefit of $2.2 million for the nine months ended September 30, 2017, as compared to a provision of $73.3 million for the corresponding period in 2016. This change is primarily due to (i) a decrease of $63.5 million resulting from the recognition of a valuation allowance as a result of the Company’s merger of its taxable REIT subsidiary into a wholly-owned LLC of the Company on August 1, 2016 and (ii) a decrease in foreign tax expense of $31.0 million primarily relating to the sale of certain unconsolidated properties during 2016 within the Company’s Canadian portfolio which were subject to foreign taxes at a consolidated reporting entity level, partially offset by (iii) a decrease in tax benefit of $17.1 million primarily related to impairments recognized during the nine months ended September 30, 2016 and (iv) an increase of $2.0 million resulting from the favorable settlement of a tax audit during the nine months ended September 30, 2016.

Equity in income of joint ventures, net ~~decreased $153.1~~–

The decrease in Equity in income of joint ventures, net of $5.1 million ~~for~~is primarily due to (i) the ~~nine~~recognition of net gains of $3.7 million resulting from the sale of properties within various joint venture investments during the three months ended ~~September 30, 2017~~,March 31, 2019 and (ii) lower equity in income of $1.4 million within various joint venture investments during 2020, as compared to the corresponding period in 2016. This decrease is primarily due to (i) a decrease in net gains of $149.8 million resulting from fewer sales of properties and ownership interests within various joint venture investments, during the nine months ended September 30, 2017, as compared to the corresponding period in 2016, (ii) the recognition of cumulative foreign currency translation loss of $4.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017 and (iii) lower equity in income of $4.6 million primarily2019, resulting from the ~~sales~~sale of properties within various joint venture investments ~~and the acquisition of partnership interests in joint ventures by the Company~~ during ~~2017 and 2016, partially offset by (iv) a decrease in impairment charges of $6.1 million recognized during 2017, as compared to 2016.~~2019.

~~During the nine months ended September 30, 2017, the Company acquired,~~Equity in ~~separate transactions, a controlling interest~~income of other real estate investments, net –

The increase in ~~three operating properties from certain joint venture partners in which the Company had noncontrolling interests.~~ As a result of these transactions, the Company recorded an aggregate gain on change in control of interests of $71.2 million related to the fair value adjustments associated with its previously held equity interest in the operating properties.

~~During the nine months ended~~ September 30, 2016, the Company acquired six operating properties and one development project from a joint venture in which the Company had a noncontrolling interest. As a result of these transactions, the Company recorded an aggregate gain on change in control of interests of $53.1 million related to the fair value adjustments associated with its previously held equity interest in the operating properties.

Equity in income of other real estate investments, net ~~increased $16.1~~of $4.7 million ~~for~~is primarily due to a net increase in profit participation from the ~~three months ended September 30, 2017,~~sale of properties within the Company’s Preferred Equity Program during 2020, as compared to the corresponding period in ~~2016. This increase~~2019.

Preferred dividends –

The decrease in Preferred dividends of $8.2 million is primarily due to ~~(i)~~ the ~~recognition~~redemption of ~~cumulative foreign currency translation gain of $14.8 million as a result of the substantial liquidation of the Company’s investments in Canada~~preferred shares (Classes I, J and K) during 2017 and (ii) an increase in earnings and profit participation from capital transactions within the Company’s Preferred Equity Program of $1.3 million during the three months ended September 30, 2017, as compared to the corresponding period in 2016.

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~~Equity in income of other real estate investments, net increased $39.~~4 million for the nine months ended September 30, 2017, as compared to the corresponding period in 2016. This increase is primarily due to (i) an increase of $34.6 million in equity in income from the Albertsons joint venture resulting from cash distributions received in excess of the Company’s carrying basis during the nine months ended September 30, 2017, and (ii) the recognition of cumulative foreign currency translation gain of $14.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017, partially offset by (iii) a decrease in earnings and profit participation from capital transactions within the Company’s Preferred Equity Program of $10.0 million during the nine months ended September 30, 2017, as compared to the corresponding period in 2016.2019.

~~During the~~ nine months ended September 30, 2017, the Company disposed of 15 consolidated operating properties and eight parcels, in separate transactions, for an aggregate sales price of $230.2 million. These transactions resulted in (i) an aggregate gain of $62.1 million and (ii) aggregate impairment charges of $13.0 million.

~~During the~~ nine months ended September 30, 2016, the Company disposed of 26 consolidated operating properties and one out-parcel, in separate transactions, for an aggregate sales price of $334.9 million. These transactions resulted in (i) an aggregate gain of $75.9 million, after income tax expense, and (ii) aggregate impairment charges of $7.8 million, before noncontrolling interest expense of $0.2 million.

~~Net income attributable to noncontrolling interests increased $9.~~1 million for the nine months ended September 30, 2017, as compared to the corresponding period in 2016. This increase is primarily due to an increase in equity in income attributable to the Company’s noncontrolling partners in the Albertsons joint venture during 2017.

~~Net income~~ available to the Company's common shareholders was $102.0 million for the three months ended September 30, 2017, as compared to a net loss of $55.1 million for the three months ended September 30, 2016. On a diluted per share basis, net income available to the Company’s common shareholders for the three months ended September 30, 2017, was $0.24 per share, as compared to a net loss of $0.13 per share for the three months ended September 30, 2016. These changes are primarily attributable to (i) a decrease in provision for income taxes, net, (ii) an increase in gains on sale of operating properties, (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) a decrease in depreciation and amortization expense, (vii) incremental earnings due to the acquisition of operating properties during 2017 and 2016 as well as increased profitability from the Company’s operating properties, partially offset by (viii) an increase in preferred stock redemption costs and (ix) a decrease from gain on change of control of interests.

~~Net income~~ available to the Company's common shareholders was $299.0 million for the nine months ended September 30, 2017, as compared to $265.9 million for the nine months ended September 30, 2016. On a diluted per share basis, net income available to the Company’s common shareholders for the nine months ended September 30, 2017, was $0.70 as compared to $0.63 for the nine months ended September 30, 2016. These changes are primarily attributable to (i) a decrease in provision for income taxes, net, (ii) a decrease in early extinguishment of debt charges, (iii) an increase in equity in income of other real estate investments, net, (iv) a decrease in impairment charges of operating properties, (v) a decrease in interest expense, (vi) an increase from gain on change of control of interests and (vii) incremental earnings due to the acquisition of operating properties during 2017 and 2016 as well as increased profitability from the Company’s 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) a decrease in gains on sale of operating properties, (x) an increase in preferred stock redemption costs and (xi) an increase in depreciation and amortization expense.

Tenant Concentration

The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties ~~avoiding dependence on any single property,~~ and a large tenant base. At ~~September 30, 2017,~~March 31, 2020, the Company’s five largest tenants were TJX Companies, ~~The~~ Home Depot, Ahold Delhaize ~~Bed Bath & Beyond~~USA, Albertsons and ~~Albertsons,~~Ross Stores, which represented ~~3.7%~~3.9%, 2.5%, 2.1%, ~~1.9%~~2.0% and ~~1.7%~~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. As discussed above, as a result of the COVID-19 pandemic, the Company has observed a substantial increase in the number of tenants that have made late or partial rent payments, requested a deferral of rent payments, or defaulted on rent payments, and it is likely that more of our tenants will be similarly impacted in the future.

Liquidity and Capital Resources

The ~~Company~~’sCompany’s capital resources include accessing the public debt and equity capital markets, ~~mortgage~~term loan, mortgages and construction loan financing, ~~borrowings under term loans~~ and immediate access to ~~an unsecured revolving credit facility (the “Credit Facility”)~~the Credit Facility with bank commitments of ~~$2.25~~$2.0 billion which can be increased to $2.75 billion through an accordion feature.

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

Nine Months Ended
September 30,

2017

2016

Net cash flow provided by operating activities
$ 493.8 $ 444.5
Net cash flow (used for)/provided by investing activities
$ (278.3 ) $ 248.2
Net cash flow used for financing activities
$ (201.4 ) $ (711.8 )

	Three months Ended March 31,
	2020			2019
Cash and cash equivalents, beginning of the period	$	123,947		$	143,581
Net cash flow provided by operating activities		155,249			155,258
Net cash flow used for investing activities		(66,553	)		(15,542	)
Net cash flow provided by/(used for) financing activities		239,153			(139,624	)
Net change in cash and cash equivalents		327,849			92
Cash and cash equivalents, end of the period	$	451,796		$	143,673

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Operating Activities

The Company anticipates that cash on hand, net cash flow provided by operating activities, borrowings under its Credit Facility and Term Loan and the issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. ~~Cash flows~~The Company will continue to evaluate its capital requirements for both its short-term and long-term liquidity needs, all of which are highly uncertain and cannot be predicted, could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and other risks detailed in Part II, Item 1A. Risk Factors. See further discussion relating to the effects of the COVID-19 pandemic in the “COVID-19 Pandemic”, “Investing Activities” and “Financing Activities” sections within this Item 2.

Net cash flow provided by operating activities for the ~~nine~~three months ended ~~September 30, 2017, were $493.8~~March 31, 2020, was $155.2 million, as compared to ~~$444.5~~$155.3 million for the comparable period in ~~2016. This increase~~2019. The decrease of ~~$49.3~~$0.1 million is primarily attributable to:

●

the disposition of operating properties in 2020 and 2019; partially offset by

●

an increase in distributions from the Company’s joint venture programs;

●

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

●

changes in operating assets and liabilities due to timing of receipts and payments; and

●

the acquisition of an operating property during 2020.

Due to ~~(i) an increase~~the current economic uncertainty resulting from the COVID-19 pandemic, the Company has been working with its tenants to potentially grant rent deferrals on a tenant-by-tenant basis relating to April rents. The deferrals are anticipated to be paid within a period of one year or less.

In addition, during April 2020, the Company began piloting a Tenant Assistance Program to assist small business tenants in identifying and applying for federal and state aid to help support their businesses during the COVID-19 pandemic. The Company is working in partnership with law firms to provide assistance with the application process at the Company’s expense. Legal professionals will assist tenants in identifying suitable loan programs, identifying potential lending institutions, and preparing and submitting applications.

Investing Activities

Net cash flow due to new leasing, expansion, re-tenanting of core portfolio properties and a decrease in interest expense, (ii) changes in operating assets and liabilities due to timing of receipts and payments and (iii) a change in Canadian withholding tax receivables related to the sale of various Canadian investments during 2016, partially offset by (iv) a decrease in operational distributions from the Company’s joint venture programs, due to the sale of certain joint ventures during 2017 and 2016.

~~Investing Activities~~

~~Cash flows~~ used for investing activities was $66.6 million for the ~~nine~~three months ended ~~September 30, 2017, were $278.3 million,~~March 31, 2020, as compared to ~~cash flows provided by investing activities of $248.2~~$15.5 million for the comparable period in 2016. This change of $526.5 million resulted primarily from (i) a decrease in return of investment and distributions from liquidation of real estate joint ventures of $325.8 million, primarily due to the liquidation of certain Canadian joint ventures in 2016, (ii) a decrease in proceeds from the sale of operating properties and development properties of $190.4 million, (iii) an increase in improvements to real estate under development of $79.7 million, (iv) a decrease of $53.1 million in reimbursements of investments in and advances to real estate joint ventures and (v) an increase in improvements to operating real estate of $34.5 million, partially offset by (vi) a decrease in acquisition of operating real estate and other related net assets of $70.7 million, (vii) a decrease in acquisition of real estate under development of $41.6 million, (viii) an increase in reimbursements of investments and advances to other real estate investments of $29.0 million and (ix) a decrease in investments in and advances to real estate joint ventures of $23.3 million.2019.

Investing activities during 2020 primarily consisted of:

Cash inflows:

●

$13.3 million in proceeds from the sale of a consolidated operating property; and

●

$2.5 million in proceeds from insurance casualty claims.

Cash outflows:

●

$71.6 million for improvements to operating real estate primarily related to the Company’s active redevelopment pipeline and improvements to real estate under development;

●

$7.1 million for the acquisition of operating real estate; and

●

$5.8 million for investments in and advances to real estate joint ventures, primarily related to a redevelopment project within the Company’s joint venture portfolio, and investments in other real estate investments, primarily related to repayment of a mortgage within the Company’s Preferred Equity Program.

Investing activities during 2019 primarily consisted of:

Cash inflows:

●

$72.1 million in proceeds from the sale of five consolidated operating properties and two out-parcels.

Cash outflows:

●

$77.6 million for improvements to operating real estate primarily related to the Company’s active redevelopment pipeline and improvements to real estate under development; and

●

$12.4 million for investments in and advances to real estate joint ventures, primarily related to a redevelopment project within the Company’s joint venture portfolio, and investments in other real estate investments, primarily related to repayment of a mortgage within the Company’s Preferred Equity Program.

~~Acquisitions~~

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Acquisition of Operating Real Estate ~~and Other Related Net Assets~~-–

During the ~~nine~~ three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, the Company expended ~~$110.8~~$7.1 million and ~~$181.5~~$0 million (after use of Internal Revenue Code Section 1031 proceeds of $31.0 million in 2019), respectively, towards the acquisition of an operating real estate ~~properties. The Company continues~~property adjacent to ~~transform its~~an existing operating ~~portfolio through its capital recycling program by acquiring what the Company believes are high quality U.S. retail properties and disposing of lesser quality assets.~~real estate property. The Company anticipates ~~acquiring~~spending approximately ~~$140.0~~up to $75.0 million ~~to $165.0 million~~towards the acquisition of operating properties ~~during~~for the remainder of ~~2017.~~2020. The Company intends to fund these acquisitions with net cash flow provided by operating activities, proceeds from property dispositions ~~cash flow from operating activities, assumption of mortgage debt, if applicable,~~ and availability under the ~~Company’s revolving line of credit.~~Company's Credit Facility and Term Loan.

Improvements to Operating Real ~~Estate-~~Estate–

During the ~~nine~~ three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, the Company expended ~~$136.5~~$55.0 million and ~~$102.1~~$51.3 million, respectively, towards improvements to operating real estate. These amounts consist of the following (in thousands):

	Nine Months Ended September 30,				Three months Ended March 31,
	2017		2016		2020		2019
Redevelopment and renovations	$	116,577	$	58,984	$	43,871	$	36,357
Tenant improvements and tenant allowances		12,324		37,237		11,102		11,937
Other		7,633		5,863		-		3,051
Total (1)	$	136,534	$	102,084
Total improvements (1)					$	54,973	$	51,345

(1)

During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, the Company capitalized ~~interest~~payroll of ~~$2.3~~$2.6 million and ~~$1.9~~$1.1 million, respectively, and capitalized ~~payroll~~interest of ~~$2.5~~$2.4 million and ~~$1.7~~$1.2 million, respectively, in connection with the Company’s improvements to operating real estate.

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~~During the~~ ~~nine months ended September 30, 2017 and 2016, the Company capitalized personnel costs of $10.0 million and $9.8 million, respectively, relating to deferred leasing costs.~~

The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes will increase the overall value by bringing in new tenants and improving the ~~assets~~’assets’ value. The Company has identified three categories of redevelopment, (i) large scale redevelopment, which involves demolishing and building new square footage, (ii) value creation redevelopment, which includes the subdivision of large anchor spaces into multiple tenant layouts, and (iii) creation of out-parcels and pads ~~which are~~ located in the front of the shopping center properties.

Due to the recent COVID-19 pandemic mentioned above, the Company is re-evaluating its current redevelopment and re-tenanting projects and will only move forward with the projects it feels are necessary. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts ~~during~~for the remainder of ~~2017~~2020 will be approximately ~~$75.0~~$80.0 million to ~~$100.0~~$130.0 million. The funding of these capital requirements will be provided by proceeds from property dispositions, net cash flow ~~from~~provided by operating activities and availability under the Company’s ~~revolving line of credit.~~Credit Facility.

Real Estate Under Development-–

The Company is engaged in select real estate development projects, which are expected to be held as long-term investments. As of ~~September 30, 2017,~~March 31, 2020, the Company had ~~in progress a total of five~~one active real estate development ~~projects~~project in progress. During the three months ended March 31, 2020 and ~~two additional projects held for future~~2019, the Company expended $16.6 million and $26.3 million, respectively, towards improvements to real estate under development. The Company capitalized (i) interest of $2.0 million and $1.9 million, (ii) real estate taxes, insurance and legal costs of $0.4 million and $0.3 million and (iii) payroll of $0.5 million and $0.5 million during the three months ended March 31, 2020 and 2019, respectively, in connection with its real estate development project. The Company anticipates the total remaining costs to complete ~~these projects~~this active project to be approximately ~~$225.0~~$25.0 million to ~~$275.0~~$50.0 million. The Company anticipates its capital commitment toward ~~these~~this development ~~projects during~~project for the remainder of ~~2017~~2020 will be approximately ~~$75.0~~$20.0 million to ~~$100.0~~$40.0 million. The funding of these capital requirements will be provided by proceeds from property dispositions, net cash flow ~~from~~provided by operating activities, construction financing, where applicable, and availability under the Company’s ~~revolving line of credit.~~Credit Facility.

Financing Activities

~~Cash flows~~ Net cash flow provided by financing activities was $239.2 million for the three months ended March 31, 2020, as compared to net cash flow used for financing activities ~~for the nine months ended September 30, 2017, were $201.4 million, as compared to $711.8~~of $139.6 million for the comparable period in ~~2016. This change~~2019.

Financing activities during 2020 primarily consisted of:

Cash inflows:

●

$475.0 million in proceeds from borrowings under the Company’s unsecured revolving Credit Facility, net.

Cash outflows:

●

$127.3 million of dividends paid;

●

$78.4 million for principal payments on debt (primarily related to the repayment of debt on an encumbered property and the payoff of a construction loan), including normal amortization on rental property debt;

●

$20.9 million for the redemption/distribution of noncontrolling interests, primarily related to the redemption of certain partnership interests by consolidated subsidiaries; and

●

$5.1 million for financing origination costs, primarily related to the new unsecured revolving credit facility.

Table of ~~$510.4 million resulted~~Contents

Financing activities during 2019 primarily from (i) an increase in proceeds from issuance of unsecured notes of $600.0 million, (ii) a decrease in repayments under unsecured term loan/notes of $400.9 million, (iii) an increase in proceeds from mortgage loan financings of $206.0 million and (iv) a decrease in payment of early extinguishment of debt charges of $43.2 million, partially offset by (v) a decrease in proceeds from unsecured revolving Credit Facility, net of $226.5 million, (vi) an increase in redemption of preferred stock of $225.0 million, (vii) an increase in conversion/distribution of noncontrolling interests of $92.2 million, (viii) a decrease in proceeds from issuance of stock, net of $88.1 million, (ix) an increase in principal payments on debt of $73.1 million and (x) an increase in dividends paid of $27.1 million.consisted of:

Cash inflows:

●

$3.3 million in proceeds from construction loan financing at one development project.

Cash outflows:

●

$132.5 million of dividends paid; and

●

$6.4 million for principal payments on debt (primarily related to the repayment of debt on an encumbered property), including normal amortization on rental property debt.

The Company continually evaluates its debt maturities, and, based on ~~management~~’smanagement’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. The Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks. ~~The~~Due to the recent COVID-19 pandemic mentioned above, the Company has noticed a continuing trend that, although pricing remains dependent on specific deal terms, generally spreads for non-recourse mortgage and construction loan financing ~~stabilized,~~have been widening, and the unsecured debt markets are ~~functioning well and~~available with elevated credit ~~spreads are at manageable levels.~~spreads.

Debt maturities for ~~the remainder of~~ ~~2017~~2020 consist ~~of $12.4~~of: $83.6 million of consolidated debt, ~~which relates~~$111.6 million of unconsolidated joint venture debt and $61.9 million of debt included in the Company’s Preferred Equity Program, assuming the utilization of extension options where available. The 2020 consolidated debt maturities are anticipated to ~~a non-recourse mortgage that is currently in default for which~~be repaid with operating cash flows, borrowings from the ~~Company is working with the special servicer on a resolution.~~

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

Since the completion of the ~~Company~~’sCompany’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over ~~$13.6~~$14.5 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air, grocery-anchored shopping centers and mixed-use assets, funding real estate under development projects, expanding and improving properties in the portfolio and other investments.

During February ~~2015,~~2018, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for the future unlimited offerings, from time-to-time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants. The Company, pursuant to this shelf registration statement may, from time-to-time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the ~~Company~~’sCompany’s debt maturities.

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~~Preferred~~Common Stock- –

During August 2017, the Company issued 9,000,000 Depositary Shares (the "Series L Depositary Shares"), each representing a one-thousandth fractional interest in a share of the Company's 5.125% Series L Cumulative Redeemable Preferred Stock, $1.00 par value per share. Dividends on the Series L Depositary Shares are cumulative and payable quarterly in arrears at the rate of 5.125% per annum based on the $25.00 per share initial offering price, or $1.28125 per annum. The Series L Depositary Shares are redeemable, in whole or part, for cash on or after August 16, 2022, at the option of the Company, at a redemption price of $25.00 per depositary share, plus any accrued and unpaid dividends thereon. The Series L Depositary Shares are not convertible or exchangeable for any other property or securities of the Company. The net proceeds received from this offering of $217.6 million were used for general corporate purposes, including the reduction of borrowings outstanding under the Company’s revolving credit facility and the redemption of shares of the Company’s preferred stock.

~~On August 7, 2017, the Company called for the~~ partial redemption of 9,000,000 of its outstanding depositary shares of the Company’s 6.00% Series I Cumulative Redeemable Preferred Stock, $1.00 par value per share (the "Series L Preferred Stock"), representing 56.25% of the issued and outstanding Series I Preferred Stock. The aggregate redemption amount of $225.0 million plus accumulated and unpaid dividends of $1.9 million, was paid on September 6, 2017. Upon partial redemption, the Company recorded a charge of $7.0 million resulting from the difference between the redemption amount and the carrying amount of the Series I Preferred Stock on the Company’s Condensed Consolidated Balance Sheets in accordance with the FASB’s guidance on Distinguishing Liabilities from Equity. This $7.0 million charge was subtracted from net income/(loss) attributable to the Company to arrive at net income/(loss) available to the Company's common shareholders and used in the calculation of earnings per share for the nine months ended September 30, 2017.

~~At the Market Continuous Offering Program~~ ~~(“ATM program~~~~”) –~~

~~During February 2015,~~2019, the Company established an ~~ATM~~at the market continuous offering program ~~which is effective for a term of three years,~~ (the “ATM program"), pursuant to which the Company may offer and sell from time to time shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the ~~NYSE~~New York Stock Exchange or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. The Company did not offer for sale any shares of common stock under the ATM program during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2020.

During February 2020, the Company extended its share repurchase program for a term of two years, which will expire in February 2022, 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. The Company did not repurchase any shares under the share repurchase program during the three months ended March 31, 2020. As of ~~September 30, 2017,~~March 31, 2020, the Company had ~~$211.9~~$224.9 million available under this ~~ATM~~share repurchase program.

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~~Medium Term Notes (“MTN”) and~~ Senior Notes –

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

Covenant	Must Be	As of ~~September 30,~~ ~~2017~~March 31, 2020
Consolidated Indebtedness to Total Assets	<65%	40%43%
Consolidated Secured Indebtedness to Total Assets	<40%	6%3%
Consolidated Income Available for Debt Service to Maximum Annual Service Charge	>1.50x	4.8x4.7x
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness	>1.50x	2.6x2.3x

For a full description of the various indenture covenants, refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; and the Seventh Supplemental Indenture dated as of April 24, 2014, each as filed with the SEC. See the Exhibits Index to our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2019 for specific filing information.

~~During~~ March 2017, the Company issued $400.0 million of Senior Unsecured Notes at an interest rate of 3.80% payable semi-annually in arrears which are scheduled to mature in April 2027. The Company used the net proceeds from the issuance of $395.5 million, after the underwriting discount and related offering costs, for general corporate purposes including to pre-fund near-term debt maturities and to reduce borrowings under the Company’s revolving Credit Facility.

~~During~~ August 2017, the Company issued $500.0 million of Senior Unsecured Notes at an interest rate of 3.30% payable semi-annually in arrears which are scheduled to mature in February 2025. In addition, the Company issued $350.0 million of Senior Unsecured Notes at an interest rate of 4.45% payable semi-annually in arrears which are scheduled to mature in September 2047. The Company used the aggregate net proceeds from these issuances of $840.0 million, after the underwriting discounts and related offering costs, for general corporate purposes including to pre-fund near-term debt maturities and to reduce borrowings under the Company’s revolving Credit Facility.

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

Credit Facility -–

In February ~~2017,~~2020, the Company closed on a ~~$2.25~~new $2.0 billion ~~unsecured revolving~~ Credit Facility with a group of banks, which replaced the Company’s existing $2.25 billion unsecured revolving credit facility. The Credit Facility is scheduled to expire in March ~~2021,~~2024, with two additional ~~six month~~six-month options to extend the maturity date, at the Company’s discretion, to March ~~2022. This~~2025. The Credit Facility, which accrues interest at a rate of LIBOR plus ~~87.5~~77.5 basis points ~~(2.10%~~(1.76% as of ~~September 30, 2017)~~March 31, 2020), can be increased to $2.75 billion through an accordion feature. ~~The Credit Facility replaced~~Pursuant to the ~~Company’s $1.75 billion unsecured revolving credit facility that was scheduled to mature in March 2018. In addition,~~terms of the Credit Facility, ~~includes a $500.0 million sub-limit which provides~~ the ~~company~~Company, among other things, is subject to covenants requiring the ~~opportunity to borrow in alternative currencies including Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros.~~maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. As of ~~September 30, 2017,~~March 31, 2020, the Credit Facility had aan outstanding balance of ~~$25.0~~$675.0 million ~~outstanding~~ and ~~$0.5~~$0.3 million appropriated for letters of credit.

Pursuant to the terms of the Credit Facility, the Company, among other things, is subject ~~covenants requiring the~~to maintenance of ~~(i) maximum leverage ratios on both unsecured and secured debt and (ii) minimum interest and fixed coverage ratios.~~various covenants. The Company is currently in compliance with these covenants. The financial covenants for the Credit Facility are as follows:

Covenant	Must Be	As of ~~September 30, 2017~~March 31, 2020
Total Indebtedness to Gross Asset Value (“GAV”)	<60%	42%43%
Total Priority Indebtedness to GAV	<35%	5%1%
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense	>1.75x	4.6x4.2x
Fixed Charge Total Adjusted EBITDA to Total Debt Service	>1.50x	2.8x3.3x

For a full description of the Credit ~~Facility~~’sFacility’s covenants, refer to the Amended and Restated Credit Agreement dated as of February ~~1, 2017,~~27, 2020, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated ~~January 30, 2017.~~February 28, 2020.

Term Loan–

~~The~~On April 1, 2020, the Company ~~had~~entered into a ~~$650.0~~new $375.0 million ~~unsecured term loan (“~~Term Loan’) pursuant to a credit agreement, with a group of banks, which is scheduled to expire in April 2021, with a one-year extension option to extend the maturity date, at the Company’s discretion, to April 2022. The Term Loan, accrues interest at a rate of LIBOR plus 140 basis points or, at the Company’s option, a spread of 40 basis points to the base rate defined in the Term Loan, each of which fluctuates in accordance with changes in the Company’s senior debt ratings. The Term Loan can be increased by an additional $750.0 million through an accordion feature. Pursuant to the terms of the Term Loan, the Company is subject to covenants that are substantially the same as those in the Credit Facility. During April 2020, borrowings under the Term Loan were increased to $590.0 million through the accordion feature.

Mortgages and Construction Loan Payable –

In August 2018, the Company closed on a construction loan commitment of $67.0 million relating to one development property. This loan commitment was scheduled to mature in ~~January 2017,~~August 2020, with ~~three one-year extension~~six additional six-month options atto extend the ~~Company’s discretion. The Term Loan accrued~~maturity date to August 2023, and bore interest at a rate of LIBOR plus 95180 basis points. During ~~November 2016,~~the three months ended March 31, 2020, this construction loan was fully repaid.

During the three months ended March 31, 2020, the Company repaid ~~$400.0~~$8.8 million of ~~borrowings under the Company’s Term Loan and in January 2017, the Company repaid the remaining $250.0 million balance and terminated the agreement.~~

~~Mortgages Payable~~ –

~~During the nine months ended September 30, 2017, the Company (i) consolidated $212.2 million of individual non-recourse mortgage debt (including a fair market~~ ~~value adjustment of $6.2 million) relating to a joint venture operating property which the Company now controls, (ii) paid off $684.6 million of maturing~~ mortgage debt (including fair market value ~~adjustments~~adjustment of ~~$5.7~~$0.1 million) that encumbered 25an operating ~~properties and (iii) obtained a $206.0 million non-recourse mortgage relating to one operating~~ property.

In addition to the public equity and debt markets as capital sources, the Company may, from time-to-time, obtain mortgage financing on selected properties and construction ~~loans~~loan financing to partially fund the capital needs of its real estate development projects. As of ~~September 30, 2017,~~March 31, 2020, the Company had over ~~380~~320 unencumbered property interests in its portfolio.

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COVID-19 –

In light of the ongoing spread of the COVID-19 pandemic and the uncertainty related to its unfolding economic impact, the Company is focused on its liquidity position including: (i) its availability under the new $2.0 billion ($2.75 billion with the accordion feature) unsecured revolving credit facility, (ii) its new $375.0 million Term Loan entered into on April 1, 2020 and was subsequently increased to $590.0 million through the accordion feature, (iii) $451.8 million of cash and cash equivalents on hand at March 31, 2020, and (iv) as mentioned above, over 320 unencumbered property interests.

The Company is continuing to monitor the impact of COVID-19 on the Company’s business, tenants and industry as a whole. The magnitude and duration of the COVID-19 pandemic and its impact on the Company’s operations and liquidity is uncertain as of the filing date of this Quarterly Report on Form 10-Q as this pandemic continues to evolve globally. However, if the COVID-19 pandemic continues on its current trajectory, such impacts could grow and become material and could materially disrupt the Company’s business operations and materially adversely affect the Company’s liquidity.

Dividends –

In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The ~~Company~~’sCompany’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as the Board of Directors monitors sources of capital and evaluates the impact of the economy and capital markets availability on operating fundamentals. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a ~~conservative~~ dividend payout ratio ~~reserving~~that reserves such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate. Cash dividends paid for common and preferred issuances of stock for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 were ~~$381.2~~$127.3 million and ~~$354.1~~$132.5 million, respectively.

~~Table of Contents~~

Although the Company receives substantially all of its rental payments on a monthly basis, it generally ~~intends to continue paying~~has paid dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments. On ~~July 25, 2017,~~January 28, 2020, the Company’s Board of Directors declared a quarterly cash dividend of ~~$0.27~~$0.28 per common share payable to shareholders of record on ~~October 4, 2017,~~April 2, 2020, which was paid on ~~October 16, 2017. Additionally, on October 24, 2017,~~April 15, 2020. As a result of the COVID-19 pandemic and the future economic uncertainties, out of an abundance of caution, the Company’s Board of Directors ~~declared an increased quarterly cash~~has temporarily suspended the dividend on its common shares. The Company’s Board of ~~$0.28 per~~Directors will continue to monitor the Company’s financial performance and economic outlook on a monthly basis and, at a later date, intends to reinstate the common ~~share, an annualized increase~~dividend during 2020 of ~~3.7%, payable~~at least the amount equal to ~~shareholders of record on January 2, 2018, which is scheduled to be paid on January 16, 2018.~~the Company's REIT taxable income distribution requirements.

The Company’s Board of Directors ~~also~~ declared quarterly dividends with respect to the Company’s ~~various series~~classes of cumulative redeemable preferred shares ~~(Series I, Series J, Series K~~(Classes L and ~~Series L)~~M). All dividends on preferred shares were paid on April 15, 2020, to shareholders of record on April 1, 2020. Additionally, the Company’s Board of Directors declared quarterly dividends with respect to the Company’s classes of cumulative redeemable preferred shares (Classes L and M). All dividends on the preferred shares are scheduled to be paid on ~~January 16, 2018,~~July 15, 2020, to shareholders of record on ~~January 2, 2018.~~July 1, 2020.

~~Hurricane Impact -~~

~~The impact of Hurricanes Harvey, which hit Texas on August 25, 2017, and Irma, which hit Florida on September 10, 2017, resulted in minimal damage to the Company’s properties located in Texas and Florida.~~

With respect to Hurricane Maria, which hit the island of Puerto Rico on September 20, 2017, the Company is currently assessing damages at its seven operating properties located throughout Puerto Rico, aggregating 2.2 million square feet of GLA. Two of these operating properties, located in the southern region of the island were less impacted and most tenants have resumed operations, while the remaining five operating properties in the northern region sustained varying amounts of damage. Initial repairs are in progress, however, a final assessment and recovery plan will require additional time. The Company maintains a comprehensive property insurance policy on these properties with total coverage of up to $62.0 million, as well as business interruption insurance with coverage up to $39.3 million in the aggregate, subject to a collective deductible of $1.2 million. The Company anticipates that all damages and any loss of operations sustained will be covered under these existing policies. As further detailed information becomes available, the Company expects to recognize a charge, which it believes will not have a material effect on the Company’s financial position and/or results of operations. This charge will result from the write-down of the undepreciated portion of the property that has been permanently damaged, which would be less than the replacement costs and offset by insurance proceeds received by the Company.

~~Other -~~

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

Funds F~~rom~~From Operations

Funds From Operations (“FFO”) is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. ~~The National Association of Real Estate Investment Trusts (“NAREIT”)~~NAREIT defines FFO as net income/(loss) available to the Company’s common shareholders computed in accordance with generally accepted accounting principles in the United States (“GAAP”), excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of ~~operating~~certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and ~~change~~investments in ~~control of interests, plus (ii) depreciation and amortization of operating properties and (iii)~~entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and ~~in substance real estate equity investments and (iv)~~(v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. The Company also made an election to exclude from its calculation of FFO (i) gains and losses on the sale of assets and impairments of assets incidental to its main business and (ii) mark-to-market changes in the value of its equity securities. As such, the Company does not include gains/impairments on land parcels, gains/losses (realized or unrealized) from marketable securities or gains/impairments on preferred equity participations in NAREIT defined FFO. As a result of this election, the Company will no longer disclose FFO available to the Company’s common shareholders as adjusted (“FFO as adjusted”) as an additional supplemental measure. The incidental adjustments noted above which were previously excluded from NAREIT FFO and used to determine FFO as adjusted are now included in NAREIT FFO and therefore the Company believes FFO as adjusted is no longer necessary.

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

~~The Company also presents FFO~~ ~~available to the Company’s common shareholders as adjusted as an additional supplemental measure as it believes it is more reflective~~

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

Contents

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

~~Table of Contents~~

The ~~Company~~’sCompany’s reconciliation of net income available to the Company’s common shareholders to FFO available to the Company’s common shareholders ~~and FFO available to~~is reflected in the ~~Company’s common shareholders as adjusted for the three and nine months ended September 30, 2017 and 2016, is as follows~~table below (in thousands, except per share data):.

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Net income/(loss) available to the Company’s common shareholders
$ 101,957 $ (55,100 ) $ 298,996 $ 265,912
Gain on disposition of operating property
(40,533 ) (9,773 ) (61,394 ) (81,874 )
Gain on disposition of joint venture operating properties and change in control of interests
- (9,852 ) (72,185 ) (202,939 )
Depreciation and amortization - real estate related
87,262 94,814 272,232 257,839
Depreciation and amortization - real estate joint ventures
9,562 10,719 29,413 35,621
Impairment of operating properties
8,651 16,857 32,294 77,803
Provision/(benefit) for income taxes (2)
- 29,005 (39 ) 40,797
Noncontrolling interests (2)
(1,613 ) (264 ) (3,895 ) (427 )
FFO available to the Company’s common shareholders
165,286 76,406 495,422 392,732
Transactional (income)/expense:

Profit participation from other real estate investments
- (3 ) (34,573 ) (10,053 )
Gain from land sales
- (1,086 ) (1,060 ) (2,352 )
Acquisition and demolition costs
633 2,347 1,097 3,890
Impairment of other investments
1,635 - 11,343 1,058
Early extinguishment of debt charges
1,753 45,674 1,753 45,674
Gain on liquidation of a foreign entity
(14,822 ) - (14,822 ) -
Preferred stock redemption charge
7,014 - 7,014 -
Provision for income taxes (3)
- 36,524 8 38,176
Noncontrolling interests (3)
- 285 11,338 285
Other, net
(160 ) 461 324 (424 )
Total transactional (income)/expense, net
(3,947 ) 84,202 (17,578 ) 76,254
FFO available to the Company’s common shareholders as adjusted
$ 161,339 $ 160,608 $ 477,844 $ 468,986
Weighted average shares outstanding for FFO calculations:

Basic
423,688 420,073 423,574 416,829
Units
973 - 854 821
Dilutive effect of equity awards
513 1,442 556 1,405
Diluted
425,174 (1) 421,515 (1) 424,984 (1) 419,055 (1)

FFO per common share – basic
$ 0.39 $ 0.18 $ 1.17 $ 0.94
FFO per common share – diluted
$ 0.39 (1) $ 0.18 (1) $ 1.17 (1) $ 0.94 (1)
FFO as adjusted per common share – basic
$ 0.38 $ 0.38 $ 1.13 $ 1.13
FFO as adjusted per common share – diluted
$ 0.38 (1) $ 0.38 (1) $ 1.13 (1) $ 1.12 (1)

	Three Months Ended March 31,
	2020			2019
Net income available to the Company’s common shareholders	$	83,746		$	101,635
Gain on sale of properties		(3,847	)		(23,595	)
Gain on sale of joint venture properties		(18	)		(4,690	)
Depreciation and amortization – real estate related		68,707			71,260
Depreciation and amortization – real estate joint ventures		10,564			10,161
Impairment charges of depreciable real estate properties		3,441			6,408
Profit participation from other real estate investments, net		(6,283	)		(1,030	)
Loss/(gain) on marketable securities		4,667			(1,503	)
Provision for income taxes (1)		1			-
Noncontrolling interests (1)		(505	)		(248	)
FFO available to the Company’s common shareholders	$	160,473		$	158,398
Weighted average shares outstanding for FFO calculations:
Basic		429,735			419,464
Units		638			927
Dilutive effect of equity awards		717			1,182
Diluted (2)		431,090			421,573

FFO per common share – basic	$	0.37		$	0.38
FFO per common share – diluted (2)	$	0.37		$	0.38

(1)

Related to gains, impairments, and depreciation on properties, where applicable.

(2)

Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect on FFO available to the Company’s common shareholders. FFO available to the Company’s common shareholders would be increased by ~~$268~~$160 and $261 for the three months ended ~~September 30, 2017,~~March 31, 2020 and ~~$688 and $621 for the nine months ended September 30, 2017 and 2016,~~2019, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of Net income available to the Company’s common shareholders per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations.

~~(2)~~

~~Related to gains, impairment and depreciation on operating properties, where applicable.~~

~~(3)~~

~~Related to transactional (income)/expense, where applicable.~~

Same Property Net Operating ~~Income~~(Income(“S~~ame~~Same property NOI”)

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

~~Table of Contents~~

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2020			2019
Net income/(loss) available to the Company’s common shareholders	$	101,957		$	(55,100	)	$	298,996		$	265,912
Net income available to the Company’s common shareholders													$	83,746		$	101,635
Adjustments:
Management and other fee income		(3,926	)		(5,790	)		(12,456	)		(14,274	)		(3,740	)		(4,376	)
General and administrative		28,588			27,983			86,395			89,840			21,017			25,831
Impairment charges		2,944			10,073			34,280			68,126			2,974			4,175
Depreciation and amortization		88,443			96,827			275,787			264,436			69,397			71,561
Gain on sale of properties														(3,847	)		(23,595	)
Interest and other expense, net		47,910			87,868			137,770			191,980			49,482			41,773
(Benefit)/provision for income taxes, net		(697	)		61,426			(2,224	)		73,292
Gain on change in control of interests		-			(6,584	)		(71,160	)		(53,096	)
Provision for income taxes, net														43			630
Equity in income of other real estate investments, net		(19,909	)		(3,774	)		(61,952	)		(22,532	)		(10,958	)		(6,224	)
Gain on sale of operating properties, net of tax		(40,533	)		(9,771	)		(62,102	)		(75,935	)
Net income attributable to noncontrolling interests		1,186			1,997			13,926			4,875			289			509
Preferred stock redemption charge		7,014			-			7,014			-
Preferred stock dividends		12,059			11,555			35,169			34,665
Preferred dividends														6,354			14,534
Non same property net operating income		(13,166	)		(12,834	)		(45,577	)		(74,466	)		(18,193	)		(28,757	)
Non-operational expense/(income) from joint ventures, net		24,580			25,531			63,611			(67,037	)
Non-operational expense from joint ventures, net														19,016			14,793
Same property NOI	$	236,450		$	229,407		$	697,477		$	685,786		$	215,580		$	212,489

S~~ame~~Same property NOI increased by ~~$7.0~~$3.1 million or ~~3.1%~~1.5% for the three months ended ~~September 30, 2017,~~March 31, 2020, as compared to the corresponding period in ~~2016.~~2019. This increase is primarily the result of (i) an increase in revenues from rental properties of ~~$3.2~~$6.4 million primarily related to lease-up and rent commencements in the portfolio, partially offset by (ii) an increase in ~~other property income~~operating expenses of $3.3 ~~million and (iii) a decrease of $0.5 million of credit losses.~~million.

~~Same property NOI~~ increased by $11.7 million or 1.7% for the nine months ended September 30, 2017, as compared to the corresponding period in 2016. This increase is primarily the result of (i) an increase of $8.2 million related to lease-up and rent commencements in the portfolio, (ii) a decrease of $2.8 million of credit losses and (iii) an increase in other property income of $0.7 million.

Leasing Activity

During the ~~nine~~ three months ended ~~September 30, 2017,~~March 31, 2020, the Company executed ~~918~~224 leases totaling ~~7.1~~over 1.9 million square feet in the Company’s consolidated operating portfolio comprised of ~~330~~46 new leases and ~~588~~178 renewals and options. The leasing costs associated with these new leases are estimated to aggregate ~~$58.0~~$13.9 million or ~~$28.74~~$44.38 per square foot. These costs include ~~$45.1~~$11.5 million of tenant improvements and ~~$12.9~~$2.4 million of external leasing commissions. The average rent per square foot on new leases was ~~$18.53~~$19.70 and on renewals and options was ~~$15.70.~~$16.91.

Tenant Lease Expirations

At March 31, 2020, the Company has a total of 5,418 leases in the U.S. consolidated operating portfolio. The following table sets forth the aggregate lease expirations for each of the next ten years, assuming no renewal options are exercised. For purposes of the table, the Total Annual Base Rent Expiring represents annualized rental revenue, excluding the impact of straight-line rent, for each lease that expires during the respective year. Amounts in thousands, except for number of lease ~~data and percentages:~~data:

~~Table of Contents~~

Year Ending December 31,	Number of Leases Expiring		Square Feet Expiring		Total Annual Base Rent Expiring		% of Gross Annual Rent			Number of Leases Expiring	Square Feet Expiring	Total Annual Base Rent Expiring		% of Gross Annual Rent
(1)		161		604	$	12,972		1.5	%	169	488	$	11,161		1.4	%
2017		131		525	$	10,830		1.3	%
2018		740		3,914	$	67,353		7.8	%
2019		896		6,561	$	99,195		11.5	%
2020		880		6,174	$	97,607		11.3	%	355	1,646	$	30,684		3.7	%
2021		807		6,643	$	98,950		11.4	%	759	5,499	$	87,791		10.7	%
2022		821		6,993	$	106,062		12.3	%	827	5,943	$	103,750		12.7	%
2023		424		5,459	$	76,807		8.9	%	719	5,783	$	98,796		12.1	%
2024		251		2,996	$	48,414		5.6	%	671	5,238	$	94,827		11.6	%
2025		227		2,120	$	35,463		4.1	%	497	4,514	$	76,368		9.3	%
2026		235		3,853	$	51,910		6.0	%	269	4,050	$	57,768		7.1	%
2027		244		3,579	$	54,942		6.4	%	249	3,226	$	49,630		6.1	%
2028										314	3,241	$	61,421		7.5	%
2029										254	2,639	$	45,857		5.6	%
2030										171	1,624	$	29,474		3.6	%

(1)

Leases currently under ~~month to month~~month-to-month lease or in process of ~~renewal~~.renewal.

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I~~tem~~Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.

The ~~Company~~’sCompany’s primary market risk ~~exposures are~~exposure is interest rate ~~risk~~risk. The Company periodically evaluates its exposure to short-term interest rates and ~~foreign currency exchange~~will, from time-to-time, enter into interest rate ~~risk.~~protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt. The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes. 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 ~~September 30, 2017,~~March 31, 2020, with corresponding ~~weighted-average~~weighted average interest rates sorted by maturity date. The table does not include extension options where ~~available. Amounts are~~available (amounts in ~~millions.~~millions).

	2017			2018			2019			2020			2021			Thereafter			Total			Fair Value		2020			2021			2022			2023			2024			Thereafter			Total			Fair Value
Secured Debt
Fixed Rate	$	12.4		$	73.7		$	2.4		$	101.0		$	157.4		$	403.9		$	750.8		$	752.8	$	83.6		$	143.7		$	150.8		$	12.0		$	9.9		$	4.9		$	404.9		$	405.6
Average Interest Rate		9.41	%		4.99	%		5.29	%		5.35	%		5.39	%		4.29	%		4.81	%

Variable Rate	$	-		$	-		$	100.0		$	-		$	-		$	-		$	100.0		$	99.4
Average Interest Rate		-			-			2.60	%		-			-			-			2.60	%				5.29	%		5.39	%		4.06	%		3.23	%		6.73	%		7.08	%		4.86	%

Unsecured Debt
Fixed Rate	$	-		$	89.0		$	299.4		$	-		$	497.4		$	3,796.4		$	4,682.2		$	4,658.6	$	-		$	484.1		$	497.3		$	348.4		$	397.3		$	2,908.4		$	4,635.5		$	4,416.5
Average Interest Rate		-			4.30	%		6.88	%		-			3.20	%		3.52	%		3.72	%				-			3.20	%		3.40	%		3.13	%		2.70	%		3.73	%		3.50	%

Variable Rate	$	-		$	-		$	-		$	-		$	18.2		$	-		$	18.2		$	18.2
Floating Rate																								$	-		$	-		$	-		$	-		$	668.2		$	-		$	668.2		$	625.4
Average Interest Rate		-			-			-			-			2.10	%		-			2.10	%				-			-			-			-			1.76	%		-			1.76	%

Based on the ~~Company~~’sCompany’s variable-rate debt balances, interest expense would have increased by ~~$0.9~~$1.7 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020, if short-term interest rates were 1%1.0% higher.

~~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
53.5 $ 4.8
Canadian real estate investments

19.1
$ 15.4

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

Currency fluctuations between local currency and the U.S. dollar, for investments for which the Company has determined that the local currency is the functional currency, for the period in which the Company held its investment result in a cumulative translation adjustment (“CTA”). This CTA is recorded as a component of Accumulated other comprehensive income (“AOCI”) on the Company’s Condensed Consolidated Balance Sheets. The CTA amounts are subject to future changes resulting from ongoing fluctuations in the respective foreign currency exchange rates. Changes in exchange rates are impacted by many factors that cannot be forecasted with reliable accuracy. During the nine months ended September 30, 2017, the Company substantially liquidated its investments in Canada and as such, recognized a net cumulative foreign currency translation gain of $10.0 million. As of 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 as earnings in Other income/(expense), net in the Company’s Condensed Consolidated Statements of Operations.

~~Table of Contents~~

Item 4. Controls and ~~Procedures~~Procedures.

The ~~Company~~’sCompany’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

There have not been any changes in the ~~Company~~’sCompany’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II

OTHER INFORMATION

Item 1. Legal ~~Proceedings~~Proceedings.

The following information supplements and amends our discussion set forth under Part I, Item 3 "Legal Proceedings" in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2019.

The Company is not presently involved in any litigation nor, to its knowledge, is any litigation threatened against the Company or its subsidiaries that, in management's opinion, would result in any material adverse effect on the Company's ownership, management or operation of its properties taken as a whole, or which is not covered by the Company's liability insurance.

On January 28, 2013, the Company received a subpoena from the Enforcement Division of the SEC in connection with an investigation, In the Matter of Wal-Mart Stores, Inc. (FW-3678), that the SEC Staff is currently conducting with respect to possible violations of the Foreign Corrupt Practices Act. The Company has cooperated, and will continue to cooperate, with the SEC and the U.S. Department of Justice (“DOJ”), which is conducting a parallel investigation. At this point, we are unable to predict the duration, scope or result of the SEC or DOJ investigations.

Item 1A. Risk ~~Factors~~Factors.

~~There~~Except as set forth below, as of the date of this report, there are no material changes ~~from~~to our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~ 2019.

The Company’s business, financial condition, results of operations or stock price has and may continue to be adversely impacted by the COVID-19 pandemic and such impact could be material.

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization. The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, and has caused significant volatility in U.S. and international debt and equity markets. There is significant uncertainty around the extent and duration of business disruptions related to COVID-19, as well as its impact on the U.S. economy.

Our business and the businesses of our tenants have been adversely affected by the COVID-19 pandemic and actions taken to contain or prevent its spread. A substantial number of tenants have temporarily closed their businesses, have shortened their operating hours or are offering reduced services. As a result, the Company has observed a substantial increase in the number of tenants that have made late or partial rent payments, requested a deferral of rent payments, or defaulted on rent payments, and it is likely that more of our tenants will be similarly impacted in the future. Impacts of COVID-19 could also result in the complete or partial closure of one or more of our tenants’ manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants’ supply chains from local and international suppliers, and/or delays in the delivery of our tenants’ inventory.

Even after governmental restrictions are lifted, our tenants may continue to be impacted by economic conditions resulting from COVID-19 or public perception of the risk of COVID-19, which could adversely affect foot traffic to our tenants’ businesses and our tenants’ ability to adequately staff their businesses. Such events could severely disrupt their operations and have a material adverse effect on our business, financial condition and results of operations. A downturn in our tenants’ businesses that significantly weakens their financial condition could cause them to delay lease commencements or decline to extend or renew leases upon expiration and could lead to additional failures to make rental payments when due, store closures or bankruptcies, and we may be unable to collect past due balances under relevant leases. We have begun to receive requests for rent relief from some of our tenants. We are assessing these requests on a case-by-case basis and have agreed and may continue to agree to certain relief. It is likely there will be additional requests for relief in the future.

In addition, like many other companies, due to government mandates, we have instructed our employees to work from home, which, especially if this persists for a prolonged period of time, may have an adverse impact on our employees, operations and systems.

The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, financial condition and stock price will depend on numerous evolving factors that are highly uncertain and which we may not be able to predict, including the duration and scope of the pandemic, governmental, business and individual actions that have been and continue to be taken in response to the pandemic, the impact on economic activity from the pandemic and actions taken in response, the impact on our employees any other operational disruptions or difficulties we may face, the effect on our tenants and their businesses, the ability of tenants to pay their contracted rents and any additional closures of our tenants’ businesses. These effects, individually or in the aggregate, will adversely impact our tenant’s ability to pay their contracted rent. Any of these events could materially adversely impact our business, financial condition, results of operations or stock price.

Financial disruption or a prolonged economic downturn could materially and adversely affect the Company’s business.

Worldwide financial markets have recently experienced periods of extraordinary disruption and volatility, which has been exacerbated by the COVID-19 pandemic, resulting in heightened credit risk, reduced valuation of investments and decreased economic activity. Moreover, many companies have experienced reduced liquidity and uncertainty as to their ability to raise capital during such periods of market disruption and volatility. In the event that these conditions recur or result in a prolonged economic downturn, our results of operations, financial position or liquidity could be materially and adversely affected. These market conditions may affect the Company's ability to access debt and equity capital markets. In addition, as a result of recent financial events, we may face increased regulation. Many of the other risk factors discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 identify risks that result from, or are exacerbated by, financial economic downturn. These include risks related to our real estate assets, the competitive environment and regulatory developments.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.

Issuer Purchases of Equity Securities -

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, the Company repurchased ~~229,436~~270,708 shares for an aggregate purchase price of $5.1 million (weighted average price of $19.02 per share) in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock awards under the Company’s equity-based compensation plans.

During February 2020, the Company extended its share repurchase program for a term of two years, which will expire in February 2022, 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. The Company ~~expended approximately $5.6~~did not repurchase any shares under the share repurchase program during the three months ended March 31, 2020. As of March 31, 2020, the Company had $224.9 million toavailable under this share repurchase ~~these shares.~~program.

Period

Total
Number of
Shares
Purchased

Average
Price
Paid per
Share

Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs

Approximate
Dollar Value of
Shares that
May Yet Be
Purchased Under the
Plans or Programs
(in millions)

January 1, 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 - -
Total
229,436 $ 24.31 - $ -

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1, 2020 – January 31, 2020		30,631	$	20.63		-	$	224.9
February 1, 2020 – February 29, 2020		238,412		18.82		-		224.9
March 1, 2020 – March 31, 2020		1,665		17.76		-		224.9
Total		270,708	$	19.02		-

Item 3. Defaults Upon Senior ~~Securities~~Securities.

~~None~~.None.

Item 4. Mine Safety ~~Disclosures~~Disclosures.

NotNot applicable.

~~Table of Contents~~

~~Item~~ ~~5. Other Information~~

~~None~~.

Item 5. Other Information.

None.

Table of Contents

Item 6. ~~Exhibits~~ Exhibits.

Exhibits –

4.1 Agreement to File Instruments

Kimco Realty Corporation (the “Registrant”) hereby agrees to file with the Securities and Exchange Commission, upon request of the Commission, all instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries, and for any of its unconsolidated subsidiaries for which financial statements are required to be filed, and for which the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis.


	~~12.1~~10.1	~~Computation~~Amended and Restated Credit Agreement, dated as of ~~Ratio~~February 27, 2020, among Kimco Realty Corporation, a Maryland corporation, the subsidiaries of ~~Earnings~~Kimco from time to ~~Fixed Charges~~time parties thereto, the several banks, financial institutions and other entities from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders thereunder (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 2, 2020).
	~~12.2~~	~~Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends~~
	31.1	Certification of the ~~Company~~’sCompany’s Chief Executive Officer, Conor C. Flynn, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of the ~~Company~~’sCompany’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of the ~~Company~~’sCompany’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 2002.
	101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
	101.SCH	XBRL Taxonomy Extension Schema
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase
	101.DEF	XBRL Taxonomy Extension Definition Linkbase
	101.LAB	XBRL Taxonomy Extension Label Linkbase
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			KIMCO REALTY CORPORATION



~~October~~ ~~27, 2017~~May 8, 2020			/s/ Conor C. Flynn
(Date)			Conor C. Flynn
			Chief Executive Officer


~~October~~ ~~27, 2017~~May 8, 2020			/s/ Glenn G. Cohen
(Date)			Glenn G. Cohen
			~~Glenn G. Cohen~~
			Chief Financial Officer

Maryland		13-2744380
(State or other jurisdiction of incorporation or organization)		~~13-2744380~~
~~(State or other jurisdiction of incorporation or organization)~~		(I.R.S. Employer Identification No.)

Title of each class	Trading	Name of each exchange on
Title of each class	Symbol(s)	which registered
Common Stock, par value $.01 per share.	KIM	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.	KIMprL	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.	KIMprM	New York Stock Exchange

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐
			☐	~~(Do not check if a smaller reporting company)~~

Item 1.	Financial ~~Statements of Kimco Realty Corporation and Subsidiaries~~ ~~(Unaudited)~~Statements.

Condensed Consolidated Financial Statements of Kimco Realty Corporation and Subsidiaries (Unaudited) -

	Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016~~2019	3

	Condensed Consolidated Statements of ~~Operations~~Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019	4

	~~Condensed Consolidated Statements of Comprehensive Income~~ ~~for the Three and Nine Months Ended September 30, 2017 and 2016~~	5

	Condensed Consolidated Statements of Changes in Equity for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019	65

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019	76

Notes to Condensed Consolidated Financial ~~Statements~~Statements.	87

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	2119

Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.	3230

Item 4.	Controls and ~~Procedures~~Procedures.	3330

			PART II - OTHER INFORMATION

Item 1. Legal Proceedings.	~~Legal Proceedings~~31		34

Item 1A. Risk Factors.	~~Risk Factors~~31		34

Item 2.	Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.	3432

Item 3.	Defaults Upon Senior ~~Securities~~Securities.	3432

Item 4.	Mine Safety ~~Disclosures~~Disclosures.	3432

Item 5. Other Information.	~~Other Information~~32		35

Item 6. Exhibits.	~~Exhibits~~33		35

Signatures	3634

	September 30,			December 31,
	2017			2016			March 31, 2020			December 31, 2019
Assets:
Operating real estate, net of accumulated depreciation of $2,458,806 and $2,278,292 respectively	$	9,771,654		$	9,394,755
Real estate, net of accumulated depreciation and amortization of $2,552,669 and $2,500,053, respectively							$	9,179,554		$	9,209,053
Real estate under development								230,602			220,170
Investments in and advances to real estate joint ventures		509,448			504,209			585,591			578,118
Real estate under development		361,264			335,028
Other real estate investments		213,859			209,146			178,393			194,400
Mortgages and other financing receivables		22,538			23,197
Cash and cash equivalents		156,588			142,486			451,796			123,947
Marketable securities		14,044			8,101
Accounts and notes receivable, net		182,012			181,823			220,215			218,689
Operating lease right-of-use assets, net								97,790			99,125
Other assets		470,834			431,855			361,193			354,365
Total assets (1)	$	11,702,241		$	11,230,600		$	11,305,134		$	10,997,867

Liabilities:
Notes payable, net	$	4,700,423		$	3,927,251		$	5,303,656		$	4,831,759
Mortgages payable, net		850,848			1,139,117
Mortgages and construction loan payable, net								404,879			484,008
Dividends payable		123,270			124,517			126,473			126,274
Operating lease liabilities								91,546			92,711
Other liabilities		603,417			549,888			488,168			516,265
Total liabilities (2)		6,277,958			5,740,773			6,414,722			6,051,017
Redeemable noncontrolling interests		16,139			86,953			17,943			17,943

Commitments and Contingencies

Stockholders' equity:
Preferred stock, $1.00 par value, authorized 6,017,400 and 6,029,100 shares, respectively, 32,000 shares issued and outstanding (in series) Aggregate liquidation preference $800,000		32			32
Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding 425,633,409 and 425,034,113 shares, respectively		4,256			4,250
Preferred stock, $1.00 par value, authorized 7,054,000 shares; Issued and outstanding (in series) 19,580 shares; Aggregate liquidation preference $489,500								20			20
Common stock, $.01 par value, authorized 750,000,000 shares; Issued and outstanding 432,525,409 and 431,814,951 shares, respectively								4,325			4,318
Paid-in capital		5,926,392			5,922,958			5,747,277			5,765,233
Cumulative distributions in excess of net income		(715,621	)		(676,867	)		(942,031	)		(904,679	)
Accumulated other comprehensive income		(1,727	)		5,766
Total stockholders' equity		5,213,332			5,256,139			4,809,591			4,864,892
Noncontrolling interests		194,812			146,735			62,878			64,015
Total equity		5,408,144			5,402,874			4,872,469			4,928,907
Total liabilities and equity	$	11,702,241		$	11,230,600		$	11,305,134		$	10,997,867

(1)	Includes restricted assets of consolidated variable interest entities (“VIEs”) at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016~~2019 of ~~$647,230~~$104,243 and ~~$333,705,~~$245,489, respectively. See Footnote 610 of the Notes to Condensed Consolidated Financial Statements.
(2)	Includes non-recourse liabilities of consolidated VIEs at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016~~2019 of ~~$408,112~~$65,544 and ~~$176,216,~~$153,436, respectively. See Footnote 610 of the Notes to Condensed Consolidated Financial Statements.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016

Revenues
Revenues from rental properties	$	290,919		$	279,286		$	873,153		$	859,492
Management and other fee income		3,926			5,790			12,456			14,274

Total revenues		294,845			285,076			885,609			873,766

Operating expenses
Rent		2,764			2,728			8,312			8,274
Real estate taxes		38,363			37,703			115,379			107,966
Operating and maintenance		33,197			32,590			102,862			100,366
General and administrative		28,588			27,983			86,395			89,840
Provision for doubtful accounts		701			1,092			4,201			5,752
Impairment charges		2,944			10,073			34,280			68,126
Depreciation and amortization		88,443			96,827			275,787			264,436
Total operating expenses		195,000			208,996			627,216			644,760

Operating income		99,845			76,080			258,393			229,006

Other income/(expense)
Other income, net		1,101			4,358			3,813			3,176
Interest expense		(47,258	)		(46,552	)		(139,830	)		(149,482	)
Early extinguishment of debt charges		(1,753	)		(45,674	)		(1,753	)		(45,674	)
Income/(loss) from continuing operations before income taxes, net, equity in income of joint ventures, net, gain on change in control of interests and equity in income from other real estate investments, net		51,935			(11,788	)		120,623			37,026

Benefit/(provision) for income taxes, net		697			(61,426	)		2,224			(73,292	)
Equity in income of joint ventures, net		9,142			11,537			37,044			190,155
Gain on change in control of interests		-			6,584			71,160			53,096
Equity in income of other real estate investments, net		19,909			3,774			61,952			22,532

Income/(loss) from continuing operations		81,683			(51,319	)		293,003			229,517

Gain on sale of operating properties, net of tax		40,533			9,771			62,102			75,935

Net income/(loss)		122,216			(41,548	)		355,105			305,452

Net income attributable to noncontrolling interests		(1,186	)		(1,997	)		(13,926	)		(4,875	)

Net income/(loss) attributable to the Company		121,030			(43,545	)		341,179			300,577

Preferred stock redemption charge		(7,014	)		-			(7,014	)		-
Preferred stock dividends		(12,059	)		(11,555	)		(35,169	)		(34,665	)

Net income/(loss) available to the Company's common shareholders	$	101,957		$	(55,100	)	$	298,996		$	265,912

Per common share:
Net income/(loss) available to the Company:
-Basic	$	0.24		$	(0.13	)	$	0.70		$	0.63
-Diluted	$	0.24		$	(0.13	)	$	0.70		$	0.63

Weighted average shares:
-Basic		423,688			420,073			423,574			416,829
-Diluted		424,311			420,073			424,193			418,234

	Cumulative																Total
	Distributions in			Preferred Stock				Common Stock						Paid-in			Stockholders'			Noncontrolling			Total
	Excess of Net Income			Issued		Amount		Issued			Amount			Capital			Equity			Interests			Equity
Balance at January 1, 2019	$	(787,707	)		43	$	43		421,389		$	4,214		$	6,117,254		$	5,333,804		$	77,249		$	5,411,053
Net income		116,169			-		-		-			-			-			116,169			509			116,678
Redeemable noncontrolling interests income		-			-		-		-			-			-			-			(92	)		(92	)
Dividends declared to common and preferred shares		(132,703	)		-		-		-			-			-			(132,703	)		-			(132,703	)
Distributions to noncontrolling interests		-			-		-		-			-			-			-			(685	)		(685	)
Issuance of common stock		-			-		-		783			8			(8	)		-			-			-
Surrender of restricted stock		-			-		-		(187	)		(2	)		(3,250	)		(3,252	)		-			(3,252	)
Exercise of common stock options		-			-		-		52			-			681			681			-			681
Amortization of equity awards		-			-		-		-			-			5,178			5,178			-			5,178
Balance at March 31, 2019	$	(804,241	)		43	$	43		422,037		$	4,220		$	6,119,855		$	5,319,877		$	76,981		$	5,396,858

Balance at January 1, 2020	$	(904,679	)		20	$	20		431,815		$	4,318		$	5,765,233		$	4,864,892		$	64,015		$	4,928,907
Net income		90,100			-		-		-			-			-			90,100			289			90,389
Redeemable noncontrolling interests income		-			-		-		-			-			-			-			(262	)		(262	)
Dividends declared to common and preferred shares		(127,452	)		-		-		-			-			-			(127,452	)		-			(127,452	)
Distributions to noncontrolling interests		-			-		-		-			-			-			-			(555	)		(555	)
Issuance of common stock		-			-		-		921			9			(9	)		-			-			-
Surrender of restricted common stock		-			-		-		(274	)		(3	)		(5,156	)		(5,159	)		-			(5,159	)
Exercise of common stock options		-			-		-		63			1			980			981			-			981
Amortization of equity awards		-			-		-		-			-			5,729			5,729			-			5,729
Acquisition of noncontrolling interests		-			-		-		-			-			(19,500	)		(19,500	)		(609	)		(20,109	)
Balance at March 31, 2020	$	(942,031	)		20	$	20		432,525		$	4,325		$	5,747,277		$	4,809,591		$	62,878		$	4,872,469

	Cumulative			Accumulated
	Distributions			Other																		Total
	in Excess			Comprehensive			Preferred Stock						Common Stock						Paid-in			Stockholders'			Noncontrolling			Total
	of Net Income			Income			Issued			Amount			Issued			Amount			Capital			Equity			Interests			Equity

Balance, January 1, 2016	$	(572,335	)	$	5,588			32		$	32			413,431		$	4,134		$	5,608,881		$	5,046,300		$	135,651		$	5,181,951

Contributions/deemed contributions from noncontrolling interests		-			-			-			-			-			-			-			-			507			507

Comprehensive income:
Net income		300,577			-			-			-			-			-			-			300,577			4,875			305,452
Other comprehensive income, net of tax:
Change in unrealized gain on marketable securities		-			18			-			-			-			-			-			18			-			18
Change in unrealized loss on interest rate swaps		-			(432	)		-			-			-			-			-			(432	)		-			(432	)
Change in foreign currency translation adjustment, net		-			971			-			-			-			-	��		-			971			-			971
																							-						-
Redeemable noncontrolling interests income		-			-			-			-			-			-			-			-			(3,240	)		(3,240	)
Dividends ($0.765 per common share; $1.1250 per
Class I Depositary Share, and $1.0313 per
Class J Depositary Share, and $1.0547 per
Class K Depositary Share, respectively)		(357,068	)		-			-			-			-			-			-			(357,068	)		-			(357,068	)
Distributions to noncontrolling interests		-			-			-			-			-			-			-			-			(7,288	)		(7,288	)
Issuance of common stock, net		-			-			-			-			10,701			107			285,757			285,864			-			285,864
Surrender of restricted stock		-			-			-			-			(270	)		(3	)		(6,901	)		(6,904	)		-			(6,904	)
Exercise of common stock options		-			-			-			-			1,151			12			20,732			20,744			-			20,744
Amortization of equity awards		-			-			-			-			-			-			11,387			11,387			-			11,387
Balance, September 30, 2016	$	(628,826	)	$	6,145			32		$	32			425,013		$	4,250		$	5,919,856		$	5,301,457		$	130,505		$	5,431,962

Balance, January 1, 2017	$	(676,867	)	$	5,766			32		$	32			425,034		$	4,250		$	5,922,958		$	5,256,139		$	146,735		$	5,402,874
Contributions/deemed contributions from noncontrolling interests		-			-			-			-			-			-			-			-			48,867			48,867
Comprehensive income:
Net income		341,179			-			-			-			-			-			-			341,179			13,926			355,105
Other comprehensive income, net of tax:
Change in unrealized loss on marketable securities		-			(1,466	)		-			-			-			-			-			(1,466	)		-			(1,466	)
Change in unrealized loss on interest rate swaps		-			308			-			-			-			-			-			308			-			308
Change in foreign currency translation adjustment		-			(6,335	)		-			-			-			-			-			(6,335	)		-			(6,335	)

Redeemable noncontrolling interests income		-			-			-			-			-			-			-			-			(1,203	)		(1,203	)
Dividends ($0.81 per common share; $1.1250 per Class I Depositary Share, and $0.9625 per Class I Depositary Share Redeemed, and $1.0313 per Class J Depositary Share, and $1.0547 per Class K Depositary Share, and $0.1602 per Class L Depositary Share, respectively)		(379,933	)		-			-			-			-			-			-			(379,933	)		-			(379,933	)
Distributions to noncontrolling interests		-			-			-			-			-			-			-			-			(13,513	)		(13,513	)
Issuance of common stock		-			-			-			-			776			8			(8	)		-			-			-
Issuance of preferred stock								9			9									217,566			217,575						217,575
Surrender of restricted stock		-			-			-			-			(239	)		(2	)		(5,597	)		(5,599	)		-			(5,599	)
Exercise of common stock options		-			-			-			-			62			-			1,174			1,174			-			1,174
Amortization of equity awards		-			-			-			-			-			-			15,290			15,290			-			15,290
Redemption of preferred stock		-			-			(9	)		(9	)		-			-			(224,991	)		(225,000	)		-			(225,000	)
Balance, September 30, 2017	$	(715,621	)	$	(1,727	)		32		$	32			425,633		$	4,256		$	5,926,392		$	5,213,332		$	194,812		$	5,408,144

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Computation of Basic and Diluted Earnings/(Loss) Per Share:
Net income/(loss) available to the Company's common shareholders		101,957			(55,100	)		298,996			265,912
Earnings attributable to participating securities		(526	)		(502	)		(1,596	)		(1,493	)
Net income/(loss) available to the Company’s common shareholders for basic earnings/(loss) per share		101,431			(55,602	)		297,400			264,419
Distributions on convertible units		24			-			43			-
Net income/(loss) available to the Company’s common shareholders for diluted earnings/(loss) per share		101,455			(55,602	)		297,443			264,419

Weighted average common shares outstanding – basic		423,688			420,073			423,574			416,829
Effect of dilutive securities (a):
Equity awards		513			-			556			1,405
Assumed conversion of convertible units		110			-			63			-
Weighted average common shares outstanding – diluted		424,311			420,073			424,193			418,234

Net income/(loss) available to the Company's common shareholders:
Basic earnings/(loss) per share		0.24			(0.13	)		0.70			0.63
Diluted earnings/(loss) per share		0.24			(0.13	)		0.70			0.63

			Purchase Price (in thousands)
Property Name	Location	Month Acquired/ Consolidated	Cash*		Debt		Other Consideration**		Total		GLA***
Plantation Commons	Plantation, FL (1)(3)	Jan-17	$	-	$	-	$	12,300	$	12,300		60
Gordon Plaza	Woodbridge, VA (1)(3)	Jan-17		-		-		3,100		3,100		184
Plaza del Prado	Glenview, IL	Jan-17		39,063		-		-		39,063		142
Columbia Crossing Parcel	Columbia Crossing, MD	Jan-17		5,100		-		-		5,100		25
The District at Tustin Legacy	Tustin, CA (2)(3)	Apr-17		-		206,000		98,698		304,698		688
Jantzen Beach Center	Portland, OR	Jul-17		131,927		-		-		131,927		722
Del Monte Plaza Parcel	Reno, NV	Jul-17		24,152		-		-		24,152		83
Gateway Station Phase II	Burleson, TX	Aug-17		15,355		-		-		15,355		79
Jantzen Beach Center Parcel	Portland, OR	Sep-17		6,279		-		-		6,279		25
Webster Square Outparcel	Nashua, NH	Sep-17		4,985		-		-		4,985		22
			$	226,861	$	206,000	$	114,098	$	546,959		2,030

Property Name	Current Ownership Interest		Gain on change in control of interests
Plantation Commons		76.25%	$	9,793
Gordon Plaza		40.62%		395
The District at Tustin Legacy	(a)			60,972
			$	71,160

	Allocation as of December 31, 2016			Allocation Adjustments			Revised Allocation as of September 30, 2017
Land	$	179,150		$	(5,150	)	$	174,000
Buildings		309,493			(30,696	)		278,797
Above-market leases		11,982			885			12,867
Below-market leases		(31,903	)		(4,716	)		(36,619	)
In-place leases		44,094			(1,063	)		43,031
Building improvements		124,105			41,895			166,000
Tenant improvements		12,788			(1,155	)		11,633
Mortgage fair value adjustment		(4,292	)		-			(4,292	)
Other assets		234			-			234
Other liabilities		(27	)		-			(27	)
Net assets acquired	$	645,624		$	-		$	645,624

	September 30, 2017		December 31, 2016
Restricted Assets:
Real estate, net	$	630.9	$	326.9
Cash and cash equivalents		10.5		3.8
Accounts and notes receivable, net		2.8		1.6
Other assets		3.0		1.4
Total Restricted Assets	$	647.2	$	333.7

VIE Liabilities:
Mortgages payable, net	$	341.4	$	138.6
Other liabilities		66.7		37.6
Total VIE Liabilities	$	408.1	$	176.2

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

Type	Date Paid	Amount Repaid		Interest Rate		Maturity Date
Term Loan	Jan-17	$	250.0	(a)		Jan-17
Medium Term Notes (“MTN”) (b)	Aug-17	$	211.0		4.30%	Feb-18

	Balance at September 30, 2017		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	12,715	$	12,715	$	-	$	-
Liabilities:
Interest rate swaps	$	667	$	-	$	667	$	-

As of September 30, 2017
Series of Preferred Stock	Shares Authorized		Shares Issued and Outstanding		Liquidation Preference (in thousands)		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date
Series I		18,400		7,000	$	175,000		6.00	%	$	1.50000	$	1.00	3/20/2017
Series J		9,000		9,000		225,000		5.50	%	$	1.37500	$	1.00	7/25/2017
Series K		8,050		7,000		175,000		5.625	%	$	1.40625	$	1.00	12/7/2017
Series L		10,350		9,000		225,000		5.125	%	$	1.28125	$	1.00	8/16/2022
		45,800		32,000	$	800,000

As of December 31, 2016
Series of Preferred Stock	Shares Authorized		Shares Issued and Outstanding		Liquidation Preference (in thousands)		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date
Series I		18,400		16,000	$	400,000		6.00	%	$	1.50000	$	1.00	3/20/2017
Series J		9,000		9,000		225,000		5.50	%	$	1.37500	$	1.00	7/25/2017
Series K		8,050		7,000		175,000		5.625	%	$	1.40625	$	1.00	12/7/2017
		35,450		32,000	$	800,000

	2017			2016
Proceeds deposited in escrow through sale of real estate interests	$	150,697		$	66,431
Acquisition of real estate interests through proceeds held in escrow	$	115,853		$	66,044
Acquisition of real estate interests by assumption of mortgage debt	$	-		$	33,174
Issuance of common stock	$	-		$	85
Surrender of restricted common stock	$	(5,599	)	$	(6,904	)
Declaration of dividends paid in succeeding period	$	123,270		$	118,136
Capital expenditures accrual	$	56,879		$	17,604
Deemed contribution from noncontrolling interest	$	10,000		$	-
Consolidation of Joint Ventures:					-
Increase in real estate and other assets	$	325,981		$	316,772
Increase in mortgages payable, other liabilities and non-controlling interests	$	258,626		$	194,964

	Foreign Currency Translation Adjustments			Unrealized Gain/(Loss) on Available-for- Sale Investments			Unrealized Loss on Interest Rate Swaps			Total
Balance as of January 1, 2017	$	6,335		$	406		$	(975	)	$	5,766
Other comprehensive income before reclassifications		3,711			(1,466	)		308			2,553
Amounts reclassified from AOCI (1)		(10,046	)		-			-			(10,046	)
Net current-period other comprehensive income		(6,335	)		(1,466	)		308			(7,493	)
Balance as of September 30, 2017	$	-		$	(1,060	)	$	(667	)	$	(1,727	)

	Foreign Currency Translation Adjustments		Unrealized Gains on Available-for- Sale Investments		Unrealized Loss on Interest Rate Swaps			Total
Balance as of January 1, 2016	$	6,616	$	398	$	(1,426	)	$	5,588
Other comprehensive income before reclassifications		971		18		(432	)		557
Amounts reclassified from AOCI		-		-		-			-
Net current-period other comprehensive income		971		18		(432	)		557
Balance as of September 30, 2016	$	7,587	$	416	$	(1,858	)	$	6,145

	Three Months Ended
	September 30,
	(amounts in millions)
	2017		2016		Change			% change

Revenues from rental property (1)	$	290.9	$	279.3	$	11.6			4.2	%

Rental property expenses: (3)
Rent	$	2.8	$	2.7	$	0.1			3.7	%
Real estate taxes		38.4		37.7		0.7			1.9	%
Operating and maintenance		33.2		32.6		0.6			1.8	%
	$	74.4	$	73.0	$	1.4			1.9	%

Depreciation and amortization (4)	$	88.4	$	96.8	$	(8.4	)		(8.7%	)

Foreign Investment (in millions)
Country	Local Currency		U.S. Dollars
Mexican real estate investments		53.5	$	4.8
Canadian real estate investments	19.1		$	15.4

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1, 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		-		-
Total		229,436	$	24.31		-	$	-