KIMCO REALTY CORP — Capital/Financing Update 2017

Dec 11, 2017

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Filed pursuant to Rule 433

December 11, 2017

Relating to

Preliminary Prospectus Supplement dated December 11, 2017 to

Prospectus dated February 27, 2015

Registration Statement No. 333-202389

KIMCO REALTY CORPORATION 9,200,000 DEPOSITARY SHARES EACH REPRESENTING 1/1000 OF A SHARE OF 5.25% CLASS M CUMULATIVE REDEEMABLE PREFERRED STOCK

FINAL TERM SHEET

Issuer:	Kimco Realty Corporation
Securities Offered:	Depositary shares each representing 1/1000 of a share of 5.25% Class M cumulative redeemable preferred stock
Transaction Size:	9,200,000 depositary shares
Over-Allotment Option:	1,380,000 depositary shares
Public Offering Price:	$25.00 per depositary share
Type of Security:	SEC Registered
Ratings*:	Moody’s: Baa2 (Stable), S&P: BBB- (Stable), Fitch: BBB-(Stable)
Maturity:	Perpetual (unless redeemed by the Issuer pursuant to its optional redemption right on or after December 20, 2022)
Redemption:	The Class M preferred stock and the depositary shares representing the Class M preferred stock are not redeemable until December 20, 2022. On or after December 20, 2022, such shares may be redeemed for cash at the Issuer’s option, in whole or in part, at a redemption price of $25,000.00 per share of the Class M preferred stock (equal to $25.00 per depositary share), plus any accrued and unpaid dividends to, but excluding, the date of redemption
Aggregate Liquidation Preference:	$230,000,000 ($25,000.00 per share of Class M preferred stock, equivalent to $25.00 per depositary share)
Dividend Rate (Cumulative):	Subject to authorization by the Issuer’s Board of Directors and declaration by the Issuer, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on April 15, 2018 at the rate of 5.25% of the $25,000.00 liquidation preference per year, or $1,312.50 per year per share of Class M preferred stock (equal to $1.3125 per year per depositary share), and accruing from, and including, December 20, 2017
	No full dividends shall be declared or paid or set apart for payment on any class or series of equity securities ranking, as to dividends or payments upon liquidation, dissolution or winding up, on a parity with or junior to the Class M preferred stock unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for that payment on the Class M preferred stock for all past dividend periods and the then current dividend period.
Purchase Price by Underwriters:	$24.2125 per depositary share sold to retail accounts and $24.50 per depositary share sold to institutional accounts

Proceeds to Issuer (before expenses):	$222,782,312.50 (not including the underwriters’ over-allotment option) after deducting the underwriting discount
Trade Date:	December 11, 2017
Settlement Date:	December 20, 2017 (T+7)
CUSIP / ISIN:	49446R 711 / US49446R7118
Listing:	The Issuer intends to file an application with the NYSE and, if approved, trading is expected to begin within 30 days after the Settlement Date
Joint Book-Running Managers:	Merrill Lynch, Pierce, Fenner & Smith Incorporated
	Morgan Stanley & Co. LLC
	UBS Securities LLC
	Wells Fargo Securities, LLC
	J.P. Morgan Securities LLC
	RBC Capital Markets, LLC
Co-Managers:	Barclays Capital Inc.
	BNY Mellon Capital Markets, LLC
	Citigroup Global Markets Inc.
	Mizuho Securities USA LLC

*** A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning rating organization at any time.**

The Issuer has filed a registration statement (including a prospectus dated February 27, 2015 as supplemented by a preliminary prospectus supplement dated December 11, 2017) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and preliminary prospectus supplement in that registration statement, this communication and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov . Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, toll-free at 1-800-294-1322, (ii) Morgan Stanley & Co. LCC, toll-free at 1-212-761-6691, (iii) UBS Securities LLC, toll-free at 1-888-827-7275, (iv) Wells Fargo Securities, LLC, toll-free at 1-800-645-3751, (v) J.P. Morgan Securities LLC, collect at 1-212-834-4533 or (vi) RBC Capital Markets, LLC, toll-free at 1-866-375-6829.

EDGAR Validation Code: E306F5BB