Kimco Realty (KIM) 10-K risk factor changes: FY2022 vs FY2021

For the fiscal year ended December 31, [removed: 2021][added: 2022]

Commission file number 1-10899 [added: (Kimco Realty Corporation)]

| Title of each class | [added: |] Trading Symbol(s) | Name of each exchange on which registered |

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

| [added: Large accelerated filer ☑] | [removed: Non-accelerated] [added: Accelerated] filer [added: ☐] | [added: Non-accelerated filer] ☐ | Smaller reporting company [removed: |] ☐ | [added: Emerging growth company ☐] |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of [removed: the registrant] [added: Kimco Realty Corporation] was approximately [removed: $8.8] [added: $12.0] billion based upon the closing price on the New York Stock Exchange for such equity on June 30, [removed: 2021.][added: 2022.]

Part III incorporates certain information by reference to the [removed: Registrant's] [added: Kimco Realty Corporation's] definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on April [removed: 26, 2022.][added: 25, 2023.]

[removed: [Index] [added: Index] to Exhibits begins on page [removed: 45](#index_exhibits).][added: 46.]

| Item No. | [added: |] Form 10-K Report Page |

| [PART [removed: I](#pone)] [added: I](#p1)] | [removed: [3](#pone)] [added: [3](#p1)] |

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

| [Item 1A. Risk [removed: Factors](#risk)] [added: Factors](#riskfac)] | [removed: [10](#risk)] [added: [11](#riskfac)] |

| [Item 1B. Unresolved Staff [removed: Comments](#unres)] [added: Comments](#unresolved)] | [removed: [20](#unres)] [added: [21](#unresolved)] |

| [Item 2. [removed: Properties](#props)] [added: Properties](#properties)] | [removed: [20](#props)] [added: [21](#properties)] |

| [Item 3. Legal [removed: Proceedings](#legal)] [added: Proceedings](#legalproce)] | [removed: [22](#legal)] [added: [23](#legalproce)] |

| [Item 4. Mine Safety [removed: Disclosures](#mine)] [added: Disclosures](#minesafety)] | [removed: [22](#mine)] [added: [23](#minesafety)] |

| [PART [removed: II](#ptwo)] [added: II](#p2)] | [removed: [23](#ptwo)] [added: [24](#p2)] |

| [Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#mrkt)] [added: Securities](#marketfor)] | [removed: [23](#mrkt)] [added: [24](#marketfor)] |

| [Item 6. [removed: Reserved](#res)] [added: Reserved](#reserved)] | [removed: [24](#res)] [added: [25](#reserved)] |

| [Item 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#mgmt)] [added: Operations](#mda)] | [removed: [25](#mgmt)] [added: [26](#mda)] |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#qual)] [added: Risk](#qandq)] | [removed: [41](#qual)] [added: [42](#qandq)] |

| [Item 8. Financial Statements and Supplementary [removed: Data](#finstat)] [added: Data](#finstate)] | [removed: [41](#finstat)] [added: [42](#finstate)] |

| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#change)] [added: Disclosure](#cahngesin)] | [removed: [41](#change)] [added: [42](#cahngesin)] |

| [Item 9A. Controls and [removed: Procedures](#conpro)] [added: Procedures](#candp)] | [removed: [41](#conpro)] [added: [42](#candp)] |

| [Item 9B. Other [removed: Information](#conpro)] [added: Information](#otherinfo)] | [removed: [42](#other)] [added: [43](#otherinfo)] |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#disc)] [added: Inspections](#disclosurereg)] | [removed: [42](#disc)] [added: [43](#disclosurereg)] |

| [PART [removed: III](#ptre)] [added: III](#p3)] | [removed: [43](#ptre)] [added: [44](#p3)] |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#direct)] [added: Governance](#direcectorsexecu)] | [removed: [43](#direct)] [added: [44](#direcectorsexecu)] |

| [Item 11. Executive [removed: Compensation](#exec)] [added: Compensation](#executivecomp)] | [removed: [43](#exec)] [added: [44](#executivecomp)] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sec)] [added: Matters](#securityowener)] | [removed: [43](#sec)] [added: [44](#securityowener)] |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#cert)] [added: Independence](#certainrealtions)] | [removed: [43](#cert)] [added: [44](#certainrealtions)] |

| [Item 14. Principal Accountant Fees and [removed: Services](#prin)] [added: Services](#principalaccount)] | [removed: [43](#prin)] [added: [44](#principalaccount)] |

| [PART [removed: IV](#pfour)] [added: IV](#p4)] | [removed: [44](#pfour)] [added: [45](#p4)] |

| [Item 15. Exhibits and Financial Statement [removed: Schedules](#exs)] [added: Schedules](#exsandfin)] | [removed: [44](#exs)] [added: [45](#exsandfin)] |

| [Item 16. Form 10-K [removed: Summary](#summ)] [added: Summary](#form10summary)] | [removed: [44](#summ)] [added: [45](#form10summary)] |

This annual report on Form 10-K (“Form 10-K”), together with other statements and information publicly disseminated by [removed: Kimco Realty Corporation (the “Company”)] [added: the Company] contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as [removed: amended,] [added: amended (the “Securities Act”),] and Section 21E of the Securities Exchange Act of 1934, as [removed: amended.][added: amended (the “Exchange Act”).]

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 [added: impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets; (iii) the] inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, [removed: (iii)] [added: (iv)] the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, [removed: (iv)] [added: (v)] the [added: potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the] availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, [removed: (v)] [added: (vii)] the Company’s ability to raise capital by selling its assets, [removed: (vi)] [added: (viii) disruptions and] increases in operating [removed: costs, (vii) risks related] [added: costs due] to [removed: future opportunities and plans for the combined company, including the uncertainty of expected future financial performance] [added: inflation] and [removed: results of the combined company following the Merger (defined below), (viii) the possibility that, if the Company does not achieve the perceived benefits of the Merger (defined below) as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline,] [added: supply chain issues,] (ix) [added: risks associated with] the [removed: risk] [added: development] of [removed: shareholder litigation in connection] [added: mixed-use commercial properties, including risks associated] with the [removed: Merger, including any resulting expense,] [added: development and ownership of non-retail real estate,] (x) changes in governmental laws and [removed: regulations] [added: regulations, including, but not limited to, changes in data privacy, environmental (including climate change), safety] and [added: health laws, and] management’s ability to estimate the impact of such changes, (xi) valuation and risks related to the Company’s joint venture and preferred equity [added: investments and other] investments, (xii) valuation of marketable securities and other investments, including the shares of Albertsons Companies, Inc. common stock held by the Company, (xiii) impairment charges, (xiv) [added: criminal cybersecurity attacks disruption, data loss or other security incidents and breaches, (xv) impact of natural disasters and weather and climate-related events, (xvi)] pandemics or other health crises, such as coronavirus disease 2019 (“COVID-19”), [removed: (xv)] [added: (xvii) our ability to attract, retain and motivate key personnel, (xviii)] financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, [removed: (xvi)] [added: (xix)] the level and volatility of interest rates and management’s ability to estimate the impact thereof, [removed: (xvii)] [added: (xx)] changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, [removed: (xviii)] [added: (xxi)] unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity, and [removed: (xix)] [added: (xxii)] the [added: Company’s ability to continue to maintain its status as a REIT for federal income tax purposes and potential risks and uncertainties in connection with its UPREIT structure, and (xxiii) the] other risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in this Form 10-K and in the Company’s other filings with the Securities and Exchange Commission (“SEC”).

[](# [removed: "pone")PART] [added: "p1")PART] I

Commission file number 333-269102-01 (Kimco Realty OP, LLC)

KIMCO REALTY OP, LLC

| Maryland (Kimco Realty Corporation) Delaware (Kimco Realty OP, LLC) | | 13-2744380 92-1489725 |

Kimco Realty OP, LLC

| Title of each class | | Trading Symbol(s) | Name of each exchange on which registered |

| None | | N/A | N/A |

Kimco Realty Corporation Yes ☑ No ☐                                                      Kimco Realty OP, LLC Yes ☑ No ☐

Kimco Realty Corporation Yes ☐ No ☑                                                      Kimco Realty OP, LLC Yes ☐ No ☑

Kimco Realty Corporation Yes ☑ No ☐                                                      Kimco Realty OP, LLC Yes ☑ No ☐

Kimco Realty Corporation Yes ☑ No ☐                                                      Kimco Realty OP, LLC Yes ☑ No ☐

Kimco Realty Corporation:

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

Kimco Realty OP, LLC:

| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☑ | Smaller reporting company ☐ | Emerging growth company ☐ |

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

Kimco Realty Corporation ☐                                                      Kimco Realty OP, LLC ☐

Kimco Realty Corporation ☑                                                      Kimco Realty OP, LLC ☐

Kimco Realty Corporation Yes ☐ No ☑                                                      Kimco Realty OP, LLC Yes ☐ No ☑

As of February 10, 2023, Kimco Realty Corporation had 618,609,347 shares of common stock outstanding.

KIMCO REALTY CORPORATION

KIMCO REALTY OP, LLC

ANNUAL REPORT ON FORM 10-K

FISCAL YEAR ENDED DECEMBER 31, 2022

EXPLANATORY NOTE

Prior to January 1, 2023, the business of Kimco Realty Corporation (the “Company”) was conducted through a predecessor entity also known as Kimco Realty Corporation (the “Predecessor”).

On December 14, 2022, the Predecessor’s Board of Directors approved the entry into an Agreement and Plan of Merger (the “UPREIT Merger”) with the company formerly known as New KRC Corp., which was a Maryland corporation and wholly owned subsidiary of the Predecessor (the “Parent Company”), and KRC Merger Sub Corp., which was a Maryland corporation and wholly owned subsidiary of the Parent Company (“Merger Sub”), to effect the reorganization (the “Reorganization”) of the Predecessor’s business into an umbrella partnership real estate investment trust, or “UPREIT”.

On January 1, 2023, pursuant to the UPREIT Merger, Merger Sub merged with and into the Predecessor, with the Predecessor continuing as the surviving entity and a wholly-owned subsidiary of the Parent Company, and each outstanding share of capital stock of the Predecessor was converted into one equivalent share of capital stock of the Parent Company (each of which has continued to trade under their respective existing ticker symbol with the same rights, powers and limitations that existed immediately prior to the Reorganization).

In connection with the Reorganization, the Parent Company changed its name to Kimco Realty Corporation, and replaced the Predecessor as the New York Stock Exchange-listed public company.

Effective as of January 3, 2023, the Predecessor converted into a limited liability company, organized in the State of Delaware, known as Kimco Realty OP, LLC, the entity we refer to herein as “Kimco OP”.

Following the Reorganization, substantially all of the Company’s assets are held by, and substantially all of the Company’s operations are conducted through, Kimco OP (either directly or through its subsidiaries), as the Company’s operating company, and the Company is the managing member of Kimco OP.

The officers and directors of the Company are the same as the officers and directors of the Predecessor immediately prior to the Reorganization.

This Annual Report on Form 10-K (“Form 10-K” or “Annual Report”) pertains to the business and results of operations of the Predecessor for its fiscal year ended December 31, 2022.

The Company and Kimco OP have elected to co-file such Annual Report of the Predecessor to ensure continuity of information to investors.

For additional information on our Reorganization, please see our Current Reports on Form 8-K filed with the SEC on January 3, 2023 and January 4, 2023.

Throughout this Annual Report, unless the context requires otherwise:

| | | ○ for the period prior to January 1, 2023 (the period preceding the UPREIT Merger), the Predecessor and its business and operations conducted through its directly or indirectly owned subsidiaries; |

| | | ○ for the period on or after January 1, 2023, (the period from and following the UPREIT Merger), the Parent Company and its business and operations conducted through its directly or indirectly owned subsidiaries, including Kimco OP; and |

| | ● | “Kimco OP” refers to Kimco Realty OP, LLC, our operating company following the UPREIT Merger. |

| | ● | References to “shares” and “shareholders” refer to the shares and stockholders of the Predecessor prior to January 1, 2023 and of the Parent Company on or after January 1, 2023, and not the limited liability company interests of Kimco OP. |

[](# "business")Item 1.

| Maryland | | 13-2744380 |

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

Yes ☑ No ☐

Yes ☐ No ☑

| | Large accelerated filer | ☑ | Accelerated filer | ☐ | |

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

| | Emerging growth company | ☐ | | | |

As of February 10, 2022, the registrant had 616,719,061 shares of common stock outstanding.

| --- | --- |

| | |

[](# "biz")Item 1.

The terms “Kimco,” the “Company,” “we,” “our” and “us” each refer to Kimco Realty Corporation and our subsidiaries, unless the context indicates otherwise.

More recently, in August 2021, the Company expanded through a merger with Weingarten Realty Investors (“Weingarten”) to further enhance its portfolio in coastal and sun belt regions, see further discussion below.

Weingarten Merger

As a result of the Merger, the Company acquired 149 properties, including 30 held through joint venture programs.

The increased scale in targeted growth markets, coupled with a broader pipeline of redevelopment opportunities, has positioned the combined company to create significant value for its shareholders.

Under the terms of the Merger Agreement, each Weingarten common share was entitled to 1.408 newly issued shares of the Company’s common stock plus $2.89 in cash, subject to certain adjustments specified in the Merger Agreement.

On July 15, 2021, Weingarten’s Board of Trust Managers declared a special cash distribution of $0.69 per Weingarten common share (the “Special Distribution”) payable on August 2, 2021, to shareholders of record on July 28, 2021.

The Special Distribution was paid in connection with the Merger and to satisfy REIT taxable income distribution requirements.

Under the terms of the Merger Agreement, Weingarten’s payment of the Special Distribution adjusted the cash consideration paid by the Company at the closing of the Merger from $2.89 per Weingarten common share to $2.20 per Weingarten common share and had no impact on the payment of the share consideration of 1.408 newly issued shares of Company common stock for each Weingarten common share owned immediately prior to the effective time of the Merger.

In connection with the Merger the Company issued 179.9 million shares of common stock.

COVID-19 Pandemic

The coronavirus disease 2019 (“COVID-19”) pandemic continues to impact the retail real estate industry for both landlords and tenants.

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 continue to depend on future developments, which are uncertain at this time.

The Company’s business, operations and financial results will depend on numerous evolving factors, 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 distribution and effectiveness of vaccines, impacts on economic activity from the pandemic and actions taken in response, the effects of the pandemic on the Company’s tenants and their businesses, the ability of tenants to make their rental payments, additional closures of tenants’ businesses and impacts of opening and reclosing of communities in response to the increase in positive COVID-19 cases.

In addition, the Company will continue to monitor for any material or adverse effects resulting from the COVID-19 pandemic.

If the Company has determined that any of its assets are impaired, the Company would be required to take impairment charges, and such amounts could be material.

The development and distribution of COVID-19 vaccines has assisted in allowing many restrictions to be lifted, providing a path to recovery.

The U.S. economy continues to build upon the reopening trend as businesses reopen to full capacity and stimulus is flowing through to the consumer.

This philosophy is exemplified by the Company’s Signature SeriesTM properties Dania Pointe, Grand Parkway Marketplace, Kentlands Market Square, Lincoln Square, Mill Station, Pentagon Centre, Suburban Square, Cupertino Village, The Marketplace at Factoria, Westlake S.C. and The Boulevard.

_Organic Growth_ – aim to incorporate annual rent increases for small shop leases and rental increases every five years for anchors.

_Leasing and Mark to Market Opportunities_ – focus on increasing occupancy across the entire portfolio including strong post-pandemic leasing volume.

In addition, the Company will direct its attention on bringing historic below-market anchor leases closer to market rates.

_(Re)development and Repositioning Pipeline_ – economic stabilization of its Signature Series projects and obtaining additional multi-family entitlements where opportunity presents itself.

_Accretive Capital Deployment (Acquisitions,_ “_Plus_”_/Structured Investments)_ – opportunistic acquisition and structured investment platform focused on accretive unique opportunities.

_Albertsons Monetization_ – monetize the Company’s marketable security investment while maintaining maximum optionality.

_ESG_ – strong commitments in the areas of climate change, Diversity, Equity & Inclusion (“DE&I”) and small business support.

High Quality Portfolio & Operating Platform

Deliver consistent funds from operations (“FFO”) growth from a portfolio of well-located, essential-anchored shopping centers and mixed-use assets.

| | ● | 85% of the portfolio is anchored by grocery stores, home improvement and pharmacy tenants |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: 238)](#audit_rpt)] [added: 238)](#report)] | | [removed: [49](#audit_rpt)] [added: [52](#report)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#bal_sheet)] [added: 2021](#bs)] | | [removed: [51](#bal_sheet)] [added: [54](#bs)] |

| [Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ops)] [added: 2020](#income)] | | [removed: [52](#ops)] [added: [55](#income)] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#comp_income)] [added: 2020](#comp)] | | [removed: [53](#comp_income)] [added: [56](#comp)] |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#equity)] [added: 2020](#equity)] | | [removed: [54](#equity)] [added: [57](#equity)] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#cash_flow)] [added: 2020](#cf)] | | [removed: [55](#cash_flow)] [added: [58](#cf)] |

| [Notes to Consolidated Financial Statements](#notes) | | [removed: [56](#notes)] [added: [59](#notes)] |

| II. | [Valuation and Qualifying Accounts [added: for the] years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#sc_2)] [added: 2020](#scheduleii)] | [removed: [97](#sc_2)] [added: [101](#scheduleii)] |

| III. | [Real Estate and Accumulated Depreciation as of December 31, [removed: 2021](#sc_3)] [added: 2022](#scheduleiii)] | [removed: [98](#sc_3)] [added: [102](#scheduleiii)] |

| IV. | [Mortgage Loans on Real Estate as of December 31, [removed: 2021](#sc_4)] [added: 2022](#scheduleiv)] | [removed: [100](#sc_4)] [added: [104](#scheduleiv)] |

[](# [removed: "audit_rpt")Report] [added: "report")Report] of Independent Registered Public Accounting Firm

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[](# [removed: "bal_sheet")KIMCO] [added: "bs")KIMCO] REALTY CORPORATION AND SUBSIDIARIES

| | | [removed: December] [added: December] 31, [removed: 2021] [added: 2022] | | | | [removed: December] [added: December] 31, [removed: 2020] [added: 2021] | | |

| Building and improvements | | | [removed: 14,067,824] [added: 14,332,700] | | | | [removed: 9,281,267] [added: 14,067,824] | |

| Less: accumulated depreciation and amortization | | | [removed: (3,010,699] [added: (3,417,414] | ) | | | [removed: (2,717,114] [added: (3,010,699] | ) |

| Total real estate, net | | | [removed: 15,035,900] [added: 15,039,828] | | | | [removed: 9,346,041] [added: 15,041,572] | |

| [removed: Real] [added: Improvements to real] estate under development | | | [removed: 5,672] [added: \-] | | | | [removed: 5,672] [added: \-] | | [added: | | (22,358 | ) |]

| Investments in and advances to real estate joint ventures | | | [removed: 1,006,899] [added: 1,091,551] | | | | [removed: 590,694] [added: 1,006,899] | |

| Other investments | | | [removed: 122,015] [added: 107,581] | | | | [removed: 117,140] [added: 122,015] | |

| [removed: Cash and] [added: Cash,] cash equivalents [added: and restricted cash, beginning of year] | | | 334,663 | | | | 293,188 | | [added: | | 123,947 | |]

| Marketable securities | | | [removed: 1,211,739] [added: 597,732] | | | | [removed: 706,954] [added: 1,211,739] | |

| Accounts and notes receivable, net | | | [removed: 254,677] [added: 304,226] | | | | [removed: 219,248] [added: 254,677] | |

| Deferred charges and prepaid expenses | | | [removed: 144,461] [added: 147,863] | | | | [removed: 135,967] [added: 144,461] | |

| Operating lease right-of-use assets, net | | | [removed: 147,458] [added: 133,733] | | | | [removed: 102,369] [added: 147,458] | |

| Other assets | | | [removed: 195,715] [added: 253,779] | | | | [removed: 97,225] [added: 195,715] | |

| Total assets (1) | | $ | [removed: 18,459,199] [added: 17,826,122] | | | $ | [removed: 11,614,498] [added: 18,459,199] | |

| Notes payable, net | | $ | [removed: 7,027,050] [added: 6,780,969] | | | $ | [removed: 5,044,208] [added: 7,027,050] | |

| Mortgages payable, net | | | [removed: 448,652] [added: 376,917] | | | | [removed: 311,272] [added: 448,652] | |

| Accounts payable and accrued expenses | | | [removed: 220,308] [added: 207,815] | | | | [removed: 146,457] [added: 220,308] | |

| Dividends payable | | | [removed: 5,366] [added: 5,326] | | | | 5,366 | |

| Operating lease liabilities | | | [removed: 123,779] [added: 113,679] | | | | [removed: 96,619] [added: 123,779] | |

| Other liabilities | | | [removed: 510,382] [added: 601,574] | | | | [removed: 324,538] [added: 510,382] | |

| Total liabilities (2) | | | [removed: 8,335,537] [added: 8,086,280] | | | | [removed: 5,928,460] [added: 8,335,537] | |

| Redeemable noncontrolling interests | | | [removed: 13,480] [added: 92,933] | | | | [removed: 15,784] [added: 13,480] | |

| Commitments and contingencies (Footnote [removed: 21)] [added: 22)] | | | | | | | | |

February 24, 2023

| Land | | $ | 4,124,542 | | | $ | 3,984,447 | |

| Real estate | | | 18,457,242 | | | | 18,052,271 | |

| Contributions from noncontrolling interest | | | \- | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | \- | | | | 891 | | | | 891 | |

| Net income/(loss) | | | 125,976 | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | 125,976 | | | | (11,442 | ) | | | 114,534 | |

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

| Change in unrealized gains related to defined benefit plan | | | \- | | | | 8,365 | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | 8,365 | | | | \- | | | | 8,365 | |

| Repurchase of preferred stock | | | 64 | | | | \- | | | | (1 | ) | | | (1 | ) | | | \- | | | | \- | | | | (3,505 | ) | | | (3,442 | ) | | | \- | | | | (3,442 | ) |

| Issuance of common stock, net of issuance costs | | | \- | | | | \- | | | | \- | | | | \- | | | | 2,162 | | | | 22 | | | | 11,259 | | | | 11,281 | | | | \- | | | | 11,281 | |

| Redemption/conversion of noncontrolling interests | | | \- | | | | \- | | | | _\-_ | | | | \- | | | | _73_ | | | | 1 | | | | 1,597 | | | | 1,598 | | | | (1,839 | ) | | | (241 | ) |

| Balance at December 31, 2022 | | $ | (119,548 | ) | | $ | 10,581 | | | | 19 | | | $ | 19 | | | | 618,484 | | | $ | 6,185 | | | $ | 9,618,271 | | | $ | 9,515,508 | | | $ | 131,401 | | | $ | 9,646,909 | |

| Net income | | $ | 114,534 | | | $ | 849,696 | | | $ | 1,002,877 | |

| Straight-line rental income adjustments, net | | | (33,794 | ) | | | (22,627 | ) | | | 5,914 | |

| Amortization of deferred financing costs and fair value debt adjustments, net | | | (28,631 | ) | | | (9,445 | ) | | | 6,312 | |

| Change in accounts and notes receivable, net | | | (9,104 | ) | | | 4,548 | | | | (6,473 | ) |

| Change in other operating assets and liabilities, net | | | (24,208 | ) | | | 46,638 | | | | (9,552 | ) |

| Investment in cost method investments | | | (4,524 | ) | | | \- | | | | \- | |

| Collection of mortgage and other financing receivables | | | 60,306 | | | | 13,776 | | | | 177 | |

| Principal payments from securities held-to-maturity | | | 4,058 | | | | \- | | | | \- | |

| Repurchase of preferred stock | | | (3,441 | ) | | | \- | | | | \- | |

In _January 2023,_ the Company completed its reorganization into an umbrella partnership real estate investment trust “UPREIT”.

Economic Conditions

In response to the rising rate of inflation, the Federal Reserve has steadily increased interest rates, and _may_ continue to increase interest rates, until the rate of inflation begins to decrease.

In addition, slower economic growth and the potential for a recession could have an adverse effect on the Company and its tenants.

This could negatively affect the overall demand for retail space, including the demand for leasable space in the Company’s properties.

As a result, the Company could feel pricing pressure on rents that it is able to charge to new or renewing tenants, such that future rents and rent spreads could be negatively impacted.

The Company's policy is to classify real estate assets as held-for-sale if the (i) asset is under contract, (ii) the buyer’s deposit is non-refundable, (iii) due diligence has expired and (iv) management believes it is probable that the disposition will occur within _one_ year.

_Tax Incremental Revenue Bonds_

The Company will be subject to federal income tax at regular corporate rates to the extent that it distributes less than _100%_ of its net taxable income, including any net capital gains.

For comparative purposes, the Company reclassified $5.7 million of land held for development from Real estate under development to Land on the Company’s Consolidated Balance Sheets at _December 31, 2021._ For comparative purposes, for the years ended  _December 31, 2021_ and _2020,_ the Company reclassified cash flows (used for)/provided by on the Company’s Consolidated Statements of Cash Flows as follows (in millions):

| Operating activities: | | | | | | | | |

| Straight-line rental income adjustments, net | | $ | (22.6 | ) | | $ | 5.9 | |

| Amortization of deferred financing costs and fair value debt adjustments, net | | $ | (9.4 | ) | | $ | 6.3 | |

| Financing activities: | | | | | | | | |

| Change in other financing liabilities | | $ | \- | | | $ | 5.6 | |

| Shares repurchased for employee tax withholdings on equity awards | | $ | \- | | | $ | (5.4 | ) |

| Change in tenant’s security deposits | | $ | \- | | | $ | (0.2 | ) |

| ASU _2022_\-_03,_ Fair Value Measurement (Topic _820_): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions | This ASU clarifies the guidance in Topic _820,_ Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and provides new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic _820._ | _January 1, 2024;_ Early adoption permitted | The Company is assessing the impact this ASU will have on the Company’s financial 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 ASU _2022_\-_06,_ Deferral of the Sunset Date of Topic _848_ | In _March 2020,_ the FASB issued ASU _2020_\-_04,_ Reference Rate Reform (Topic _848_) ("ASU _2020_\-_04"_). ASU _2020_\-_04_ contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU _2020_\-_04_ is optional and _may_ be elected over time as reference rate reform activities occur. In _December 2022,_ the FASB issued ASU _2022_\-_06,_ Deferral of the Sunset Date of Topic _848_ (“ASU _2022_\-_06”_) which defers the sunset date of ASU _2020_\-_04_ to _December 31, 2024._ ASU _2022_\-_06_ is effective immediately for all companies. | _March 2020_ through _December 31, 2024_ | ASU _2020_\-_04_ did _not_ have a material impact on the Company’s financial position and/or results of operations. ASU _2022_\-_06_ had _no_ impact on the Company's consolidated financial statements for the year ended _December 31, 2022._ |

| Land held for development | | | 5,672 | | | | 5,672 | |

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

_Fair value of real estate assets acquired in the Weingarten Merger_

As described in Note 2 to the consolidated financial statements, the Company completed a merger with Weingarten Realty Investors, with the Company continuing as the surviving public company, and accounted for the merger as a business combination using the acquisition method of accounting.

The total purchase price of $4.1 billion was allocated to the fair value of the assets acquired, and the liabilities assumed, which included $5.6 billion relating to real estate assets acquired.

The fair value of the real estate assets acquired were determined using various methods, including (i) a direct capitalization method or (ii) a discounted cash flow analysis.

Under the direct capitalization method, management derived a normalized net operating income and applied a current market capitalization rate for each property.

The estimates of normalized net operating income are based on a number of factors, including historical operating results, known trends, fair market lease rates and market/economic conditions.

The discounted cash flow analyses were based on estimated future cash flow projections that utilize discount rates, terminal capitalization rates and planned capital expenditures.

The principal considerations for our determination that performing procedures relating to the fair value measurement of real estate assets acquired in the Weingarten Merger is a critical audit matter are (i) the significant judgment by management when determining the fair value of the real estate assets acquired, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the significant assumptions used in determining the fair value of the real estate assets acquired related to the current market capitalization rates and the fair market lease rates used in the direct capitalization method, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the valuation process of real estate assets acquired in the Weingarten Merger, including controls over the methodologies used and significant assumptions used in the direct capitalization method related to current market capitalization rates and the fair market lease rates.

These procedures also included, among others, testing management’s process for determining the fair value of real estate assets acquired, which included (i) evaluating the appropriateness of management's use of the direct capitalization method, (ii) testing the completeness and accuracy of the underlying data used, and (iii) evaluating the reasonableness of the significant assumptions related to current market capitalization rates and the fair market lease rates, which involved considering the consistency of the assumptions with current and past performance of the business, the consistency with external market and industry data and whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluation of the significant assumptions of the current market capitalization rates and the fair market lease rates.

February 28, 2022

| Assets: | | | | | | | | |

| Land | | $ | 3,978,775 | | | $ | 2,781,888 | |

| Real estate | | | 18,046,599 | | | | 12,063,155 | |

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

| Preferred stock redemption charges | | | \- | | | | \- | | | | (18,528 | ) |

| | | Retained Earnings/ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | (Cumulative Distributions in | | | | Accumulated Other | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | |

| Balance, January 1, 2019 | | $ | (787,707 | ) | | $ | \- | | | | 43 | | | $ | 43 | | | | 421,389 | | | $ | 4,214 | | | $ | 6,117,254 | | | $ | 5,333,804 | | | $ | 77,249 | | | $ | 5,411,053 | |

| Net income | | | 410,605 | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | \- | | | | 410,605 | | | | 2,956 | | | | 413,561 | |

| Issuance of common stock | | | \- | | | | \- | | | | \- | | | | \- | | | | 10,399 | | | | 105 | | | | 200,028 | | | | 200,133 | | | | \- | | | | 200,133 | |

| Acquisition of noncontrolling interests | | | \- | | | | \- | | | | _\-_ | | | | \- | | | | _\-_ | | | | \- | | | | 3,994 | | | | 3,994 | | | | (5,194 | ) | | | (1,200 | ) |

| Redemption of preferred stock | | | \- | | | | \- | | | | (23 | ) | | | (23 | ) | | | \- | | | | \- | | | | (574,977 | ) | | | (575,000 | ) | | | \- | | | | (575,000 | ) |

| Improvements to real estate under development | | | \- | | | | (22,358 | ) | | | (118,841 | ) |

| Collection of mortgage loans receivable | | | 13,776 | | | | 177 | | | | 10,449 | |

| Redemption of preferred stock | | | \- | | | | \- | | | | (575,000 | ) |

On _July 15, 2021,_ Weingarten’s Board of Trust Managers declared a special cash distribution of $0.69 per Weingarten common share (the “Special Distribution”) paid on _August 2, 2021_ to shareholders of record on _July 28, 2021._  The Special Distribution was paid in connection with the Merger and to satisfy REIT taxable income distribution requirements.

Under the terms of the Merger Agreement, Weingarten’s payment of the Special Distribution adjusted the cash consideration paid by the Company at the closing of the Merger from $2.89 per Weingarten common share to $2.20 per Weingarten common share and had _no_ impact on the payment of the common share consideration of 1.408 newly issued shares of Company common stock for each Weingarten common share owned immediately prior to the effective time of the Merger.

Coronavirus Disease _2019_ (“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 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 development and distribution of COVID-_19_ vaccines has assisted in allowing many restrictions to be lifted, providing a path to recovery.

The U.S. economy continues to build upon the reopening trend as businesses reopen to full capacity and stimulus is flowing through to the consumer.

The COVID-_19_ pandemic continues to impact the retail real estate industry for both landlords and tenants.

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 continue to depend on future developments, which are uncertain at this time.

The Company’s business, operations and financial results will depend on numerous evolving factors, 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 distribution and effectiveness of vaccines, impacts on economic activity from the pandemic and actions taken in response, the effects of the pandemic on the Company’s tenants and their businesses, the ability of tenants to make their rental payments, additional closures of tenants’ businesses and impacts of opening and reclosing of communities in response to the increase in positive COVID-_19_ cases.