Item 8. , ITEM 15 (a) (1) and (2)

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Item 8. , ITEM 15 (a) (1) and (2)

INDEX TO FINANCIAL STATEMENTS

AND

FINANCIAL STATEMENT SCHEDULES


		Form 10-K Page

KIMCO REALTY CORPORATION AND SUBSIDIARIES
KIMCO REALTY OP, LLC AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) - Kimco Realty Corporation and Subsidiaries		55

Report of Independent Registered Public Accounting Firm (PCAOB ID 238) - Kimco Realty OP, LLC and Subsidiaries		57

Consolidated Financial Statements and Financial Statement Schedules of Kimco Realty Corporation and Subsidiaries:

Consolidated Balance Sheets as of December 31, 2023 and 2022		59

Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021		60

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021		61

Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021		62

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021		63

Consolidated Financial Statements and Financial Statement Schedules of Kimco Realty OP, LLC and Subsidiaries:

Consolidated Balance Sheets as of December 31, 2023 and 2022		64

Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021		65

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021		66

Consolidated Statements of Changes in Capital for the years ended December 31, 2023, 2022 and 2021		67

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021		68

Financial Statement Schedules:

II.	Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021	109
III.	Real Estate and Accumulated Depreciation as of December 31, 2023	110
IV.	Mortgage Loans on Real Estate as of December 31, 2023	112

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Kimco Realty Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1), and the financial statement schedules listed in the index appearing under Item 15(a)(2), of Kimco Realty Corporation and its subsidiaries (the “Company”) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Analysis of Real Estate Properties for Indicators of Impairment

As described in Notes 1 and 5 to the consolidated financial statements, the net carrying value of the Company’s real estate, net was $15.1 billion. On a continuous basis, management assesses whether there are indicators, including property operating performance, changes in anticipated holding period, and general market conditions, that the value of the Company’s real estate properties may be impaired. An impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time, the property is written-down to its estimated fair value.

The principal considerations for our determination that performing procedures relating to the analysis of real estate properties for indicators of impairment of property carrying values is a critical audit matter are (i) the significant judgment by management to identify indicators of impairment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s identification of impairment indicators related to property operating performance, changes in anticipated holding period, and general market conditions.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s analysis of real estate properties for indicators of impairment. These procedures also included, among others (i) testing management’s process for identifying real estate properties for indicators of impairment, (ii) testing the completeness and accuracy of the underlying data used in the analysis, and (iii) evaluating the reasonableness of management’s identification of impairment indicators related to property operating performance, changes in anticipated holding period, and general market conditions. Evaluating the reasonableness of management’s identification of impairment indicators involved considering whether the indicators were consistent with evidence obtained in other areas of the audit, as well as (i) evaluating property operating performance (ii) evaluating anticipated changes in holding period, which consists of management’s intent with respect to holding or disposing of properties, and (iii) assessing management’s considerations of general market conditions and evaluating the consistency with external market and industry data.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 23, 2024

We have served as the Company’s auditor since at least 1991.We have not been able to determine the specific year we began serving as auditor of the Company.

Report of Independent Registered Public Accounting Firm

To the Member of Kimco Realty OP, LLC

Opinion on the Financial Statements

We have audited the consolidated financial statements, including the related notes, as listed in the index appearing under Item 15(a)(1), and the financial statement schedules listed in the index appearing under Item 15(a)(2), of Kimco Realty OP, LLC and its subsidiaries (“Kimco OP”) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Kimco OP as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of Kimco OP’s management. Our responsibility is to express an opinion on Kimco OP’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Kimco OP in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Kimco OP is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of Kimco OP's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Analysis of Real Estate Properties for Indicators of Impairment

As described in Notes 1 and 5 to the consolidated financial statements, the net carrying value of Kimco OP’s real estate, net was $15.1 billion. On a continuous basis, management assesses whether there are indicators, including property operating performance, changes in anticipated holding period, and general market conditions, that the value of Kimco OP’s real estate properties may be impaired. An impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time, the property is written-down to its estimated fair value.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 23, 2024

We have served as Kimco OP’s or its predecessor’s auditor since at least 1991. We have not been able to determine the specific year we began serving as auditor of the predecessor.

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	December 31, 2023			December 31, 2022
Assets:
Real estate:
Land	$	4,177,797		$	4,124,542
Building and improvements		14,759,997			14,332,700
Real estate		18,937,794			18,457,242
Less: accumulated depreciation and amortization		(3,842,869	)		(3,417,414	)
Total real estate, net		15,094,925			15,039,828

Investments in and advances to real estate joint ventures		1,087,804			1,091,551
Other investments		144,089			107,581
Cash and cash equivalents		783,757			149,829
Marketable securities		330,057			597,732
Accounts and notes receivable, net		307,617			304,226
Deferred charges and prepaid expenses		155,567			147,863
Operating lease right-of-use assets, net		128,258			133,733
Other assets		241,948			253,779
Total assets (1)	$	18,274,022		$	17,826,122

Liabilities:
Notes payable, net	$	7,262,851		$	6,780,969
Mortgages payable, net		353,945			376,917
Accounts payable and accrued expenses		216,237			207,815
Dividends payable		5,308			5,326
Operating lease liabilities		109,985			113,679
Other liabilities		599,961			601,574
Total liabilities (2)		8,548,287			8,086,280
Redeemable noncontrolling interests		72,277			92,933

Commitments and contingencies (Footnote 21)

Stockholders' equity:
Preferred stock, $1.00 par value, authorized 7,054,000 shares; issued and outstanding (in series) 19,367 and 19,435 shares, respectively; aggregate liquidation preference $484,179 and $485,868, respectively		19			19
Common stock, $.01 par value, authorized 750,000,000 shares; issued and outstanding 619,871,237 and 618,483,565 shares, respectively		6,199			6,185
Paid-in capital		9,638,494			9,618,271
Cumulative distributions in excess of net income		(122,576	)		(119,548	)
Accumulated other comprehensive income		3,329			10,581

Total stockholders' equity		9,525,465			9,515,508
Noncontrolling interests		127,993			131,401
Total equity		9,653,458			9,646,909
Total liabilities and equity	$	18,274,022		$	17,826,122

(1)	Includes restricted assets of consolidated variable interest entities (“VIEs”) at December 31, 2023 and 2022 of $388,626 and $436,605, respectively. See Footnote 16 of the Notes to Consolidated Financial Statements.

(2)	Includes non-recourse liabilities of consolidated VIEs at December 31, 2023 and 2022 of $180,855 and $199,132, respectively. See Footnote 16 of the Notes to Consolidated Financial Statements.

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

	Year Ended December 31,
	2023			2022			2021
Revenues
Revenues from rental properties, net	$	1,767,057		$	1,710,848		$	1,349,702
Management and other fee income		16,343			16,836			14,883
Total revenues		1,783,400			1,727,684			1,364,585

Operating expenses
Rent		(15,997	)		(15,811	)		(13,773	)
Real estate taxes		(231,578	)		(224,729	)		(181,256	)
Operating and maintenance		(309,143	)		(290,367	)		(222,882	)
General and administrative		(136,807	)		(119,534	)		(104,121	)
Impairment charges		(14,043	)		(21,958	)		(3,597	)
Merger charges		(4,766	)		-			(50,191	)
Depreciation and amortization		(507,265	)		(505,000	)		(395,320	)
Total operating expenses		(1,219,599	)		(1,177,399	)		(971,140	)

Gain on sale of properties		74,976			15,179			30,841

Operating income		638,777			565,464			424,286

Other income/(expense)
Special dividend income		194,116			-			-
Other income, net		39,960			28,829			19,810
Gain/(loss) on marketable securities, net		21,262			(315,508	)		505,163
Interest expense		(250,201	)		(226,823	)		(204,133	)
Early extinguishment of debt charges		-			(7,658	)		-
Income before income taxes, net, equity in income of joint ventures, net, and equity in income from other investments, net		643,914			44,304			745,126

Provision for income taxes, net		(60,952	)		(56,654	)		(3,380	)
Equity in income of joint ventures, net		72,278			109,481			84,778
Equity in income of other investments, net		10,709			17,403			23,172

Net income		665,949			114,534			849,696

Net (income)/loss attributable to noncontrolling interests		(11,676	)		11,442			(5,637	)

Net income attributable to the Company		654,273			125,976			844,059

Preferred dividends		(25,021	)		(25,218	)		(25,416	)

Net income available to the Company's common shareholders	$	629,252		$	100,758		$	818,643

Per common share:
Net income available to the Company's common shareholders:
-Basic	$	1.02		$	0.16		$	1.61
-Diluted	$	1.02		$	0.16		$	1.60

Weighted average shares:
-Basic		616,947			615,528			506,248
-Diluted		618,199			617,858			511,385

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Year Ended December 31,
	2023			2022		2021
Net income	$	665,949		$	114,534	$	849,696
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		(10,581	)		8,365		2,216
Change in unrealized gains related to equity method investments		3,329			-		-
Other comprehensive income		(7,252	)		8,365		2,216

Comprehensive income		658,697			122,899		851,912

Comprehensive (income)/loss attributable to noncontrolling interests		(11,676	)		11,442		(5,637	)

Comprehensive income attributable to the Company	$	647,021		$	134,341	$	846,275

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2023, 2022 and 2021

(in thousands)

																(Cumulative			Accumulated
																Distributions in			Other			Total
	Preferred Stock						Common Stock						Paid-in			Excess of Net Income)/			Comprehensive			Stockholders'			Noncontrolling			Total
	Issued			Amount			Issued			Amount			Capital			Retained Earnings			Income			Equity			Interests			Equity
Balance, January 1, 2021		20		$	20			432,519		$	4,325		$	5,766,511		$	(162,812	)	$	-		$	5,608,044		$	62,210		$	5,670,254
Comprehensive income:																							-
Net income		-			-			-			-			-			844,059			-			844,059			5,637			849,696
Other comprehensive income:																							-						-
Change in unrealized gains related to defined benefit plan		-			-			-			-			-			-			2,216			2,216			-			2,216
Redeemable noncontrolling interests income		-			-			-			-			-			-			-			-			(751	)		(751	)
Dividends declared to preferred shares																	(25,420	)					(25,420	)					(25,420	)
Dividends declared to common shares		-			-			-			-			-			(356,712	)		-			(356,712	)		-			(356,712	)
Distributions to noncontrolling interests		-			-			-			-			-			-			-			-			(28,707	)		(28,707	)
Issuance of common stock, net of issuance costs		-			-			4,958			50			76,879			-			-			76,929			-			76,929
Issuance of common stock for Weingarten Realty Investors merger		-			-			179,920			1,799			3,736,936			-			-			3,738,735			-			3,738,735
Surrender of common stock for taxes		-			-			(1,127	)		(11	)		(20,898	)		-			-			(20,909	)		-			(20,909	)
Exercise of common stock options		-			-			316			3			6,057			-			-			6,060			-			6,060
Amortization of equity awards		-			-			-			-			22,543			-			-			22,543			-			22,543
Noncontrolling interests assumed from the Weingarten Realty Investors merger		-			-			-			-			-			-			-			-			177,039			177,039
Redemption/conversion of noncontrolling interests		-			-			73			1			1,539			-			-			1,540			(4,635	)		(3,095	)
Adjustment of redeemable noncontrolling interests to estimated fair value		-			-			-			-			2,304			-			-			2,304			-			2,304
Balance at December 31, 2021		20			20			616,659			6,167			9,591,871			299,115			2,216			9,899,389			210,793			10,110,182
																							-
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
Redeemable noncontrolling interests income		-			-			-			-			-			-			-			-			(1,770	)		(1,770	)
Dividends declared to preferred shares																	(25,286	)					(25,286	)					(25,286	)
Dividends declared to common shares		-			-			-			-			-			(519,417	)		-			(519,417	)		-			(519,417	)
Repurchase of preferred stock		(1	)		(1	)		-			-			(3,505	)		64			-			(3,442	)		-			(3,442	)
Distributions to noncontrolling interests		-			-			-			-			-			-			-			-			(65,232	)		(65,232	)
Issuance of common stock, net of issuance costs		-			-			2,162			22			11,259			-			-			11,281			-			11,281
Surrender of restricted common stock		-			-			(616	)		(6	)		(13,784	)		-			-			(13,790	)		-			(13,790	)
Exercise of common stock options		-			-			206			1			4,231			-			-			4,232			-			4,232
Amortization of equity awards		-			-			-			-			26,602			-			-			26,602			-			26,602
Redemption/conversion of noncontrolling interests		-			-			73			1			1,597			-			-			1,598			(1,839	)		(241	)
Balance at December 31, 2022		19			19			618,484			6,185			9,618,271			(119,548	)		10,581			9,515,508			131,401			9,646,909
																							-
Contributions from noncontrolling interests		-			-			-			-			-			-			-			-			13			13
Net income		-			-			-			-			-			654,273			-			654,273			11,676			665,949
Other comprehensive income:																							-						-
Change in unrealized gains related to defined benefit plan		-			-			-			-			-			-			(10,581	)		(10,581	)		-			(10,581	)
Change in unrealized gains related to equity method investments		-			-			-			-			-			-			3,329			3,329			-			3,329
Redeemable noncontrolling interests income		-			-			-			-			-			-			-			-			(5,820	)		(5,820	)
Dividends declared to preferred shares		-			-			-			-			-			(25,021	)		-			(25,021	)		-			(25,021	)
Dividends declared to common shares		-			-			-			-			-			(632,280	)		-			(632,280	)		-			(632,280	)
Repurchase of preferred stock		-			-			-			-			(1,631	)		-			-			(1,631	)		-			(1,631	)
Distributions to noncontrolling interests		-			-			-			-			-			-			-			-			(5,614	)		(5,614	)
Issuance of common stock		-			-			1,988			20			(20	)		-			-			-			-			-
Surrender of restricted common stock		-			-			(774	)		(8	)		(16,319	)		-			-			(16,327	)		-			(16,327	)
Exercise of common stock options		-			-			173			2			3,725			-			-			3,727			-			3,727
Amortization of equity awards		-			-			-			-			33,088			-			-			33,088			-			33,088
Redemption/conversion of noncontrolling interests		-			-			-			-			(112	)		-			-			(112	)		(3,663	)		(3,775	)
Adjustment of redeemable noncontrolling interests to estimated fair value		-			-			-			-			1,492			-			-			1,492			-			1,492
Balance at December 31, 2023		19		$	19			619,871		$	6,199		$	9,638,494		$	(122,576	)	$	3,329		$	9,525,465		$	127,993		$	9,653,458

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2023			2022			2021
Cash flow from operating activities:
Net income	$	665,949		$	114,534		$	849,696
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		507,265			505,000			395,320
Impairment charges		14,043			21,958			3,597
Straight-line rental income adjustments, net		(22,517	)		(33,794	)		(22,627	)
Amortization of above-market and below-market leases, net		(17,253	)		(13,591	)		(14,843	)
Amortization of deferred financing costs and fair value debt adjustments, net		(9,196	)		(28,631	)		(9,445	)
Early extinguishment of debt charges		-			7,658			-
Equity award expense		33,054			26,639			23,150
Gain on sale of properties		(74,976	)		(15,179	)		(30,841	)
(Gain)/loss on marketable securities, net		(21,262	)		315,508			(505,163	)
(Gain)/loss on change in fair value of embedded derivative liability		(734	)		-			-
Equity in income of joint ventures, net		(72,278	)		(109,481	)		(84,778	)
Equity in income from other investments, net		(10,709	)		(17,403	)		(23,172	)
Distributions from joint ventures and other investments		75,827			83,553			91,507
Change in accounts and notes receivable, net		18,453			(9,104	)		4,548
Change in accounts payable and accrued expenses		5,826			37,655			(104,712	)
Change in other operating assets and liabilities, net		(19,885	)		(24,208	)		46,638
Net cash flow provided by operating activities		1,071,607			861,114			618,875

Cash flow from investing activities:
Acquisition of operating real estate and other related net assets		(277,308	)		(300,772	)		(355,953	)
Improvements to operating real estate		(264,395	)		(193,710	)		(163,699	)
Acquisition of Weingarten Realty Investors, net of cash acquired of $56,451		-			-			(263,973	)
Investment in marketable securities		(3,614	)		(4,003	)		-
Proceeds from sale of marketable securities		292,552			302,504			377
Investment in cost method investments		(1,569	)		(4,524	)		-
Investments in and advances to real estate joint ventures		(24,494	)		(87,301	)		(12,571	)
Reimbursements of investments in and advances to real estate joint ventures		13,738			37,571			47,862
Investments in and advances to other investments		(18,442	)		(17,432	)		(67,090	)
Reimbursements of investments in and advances to other investments		282			30,855			64,068
Investment in mortgage and other financing receivables		(18,519	)		(75,063	)		(41,897	)
Collection of mortgage and other financing receivables		133			60,306			13,776
Proceeds from sale of properties		160,064			184,294			302,841
Principal payments from securities held-to-maturity		4,589			4,058			-
Net cash flow used for investing activities		(136,983	)		(63,217	)		(476,259	)

Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt		(49,460	)		(157,928	)		(229,288	)
Principal payments on rental property debt		(11,308	)		(9,808	)		(10,622	)
Proceeds from mortgage loan financings		-			19,000			-
Proceeds from issuance of unsecured notes		500,000			1,250,000			500,000
Repayments of unsecured notes		-			(1,449,060	)		-
Financing origination costs		(12,481	)		(20,326	)		(8,197	)
Payment of early extinguishment of debt charges		-			(6,955	)		-
Contributions from noncontrolling interests		13			891			-
Redemption/distribution of noncontrolling interests		(58,417	)		(67,453	)		(34,610	)
Dividends paid		(657,460	)		(544,740	)		(382,132	)
Proceeds from issuance of stock, net		3,727			15,513			82,989
Repurchase of preferred stock		(1,491	)		(3,441	)		-
Shares repurchased for employee tax withholding on equity awards		(16,293	)		(13,679	)		(20,842	)
Change in tenants' security deposits		2,474			5,255			1,561
Net cash flow used for financing activities		(300,696	)		(982,731	)		(101,141	)

Net change in cash, cash equivalents and restricted cash		633,928			(184,834	)		41,475
Cash, cash equivalents and restricted cash, beginning of year		149,829			334,663			293,188
Cash, cash equivalents and restricted cash, end of year	$	783,757		$	149,829		$	334,663

Interest paid during the year including payment of early extinguishment of debt charges of $0, $6,955 and $0, respectively (net of capitalized interest of $2,313, $668 and $583, respectively)	$	250,432		$	257,979		$	197,947
Income taxes paid during the year, net of refunds	$	65,267		$	11,869		$	1,961

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

KIMCO REALTY OP, LLC AND SUBSIDIAIRIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

	December 31, 2023			December 31, 2022
Assets:
Real estate:
Land	$	4,177,797		$	4,124,542
Building and improvements		14,759,997			14,332,700
Real estate		18,937,794			18,457,242
Less: accumulated depreciation and amortization		(3,842,869	)		(3,417,414	)
Total real estate, net		15,094,925			15,039,828

Investments in and advances to real estate joint ventures		1,087,804			1,091,551
Other investments		144,089			107,581
Cash and cash equivalents		783,757			149,829
Marketable securities		330,057			597,732
Accounts and notes receivable, net		307,617			304,226
Deferred charges and prepaid expenses		155,567			147,863
Operating lease right-of-use assets, net		128,258			133,733
Other assets		241,948			253,779
Total assets (1)	$	18,274,022		$	17,826,122

Liabilities:
Notes payable, net	$	7,262,851		$	6,780,969
Mortgages payable, net		353,945			376,917
Accounts payable and accrued expenses		216,237			207,815
Dividends payable		5,308			5,326
Operating lease liabilities		109,985			113,679
Other liabilities		599,961			601,574
Total liabilities (2)		8,548,287			8,086,280
Redeemable noncontrolling interests		72,277			92,933

Commitments and Contingencies (Footnote 21)

Members' capital:
Preferred units; Issued and outstanding 19,367 and 19,435 units, respectively		467,396			469,027
Common units; Issued and outstanding 619,871,237 and 618,483,565 units, respectively		9,054,740			9,035,900
Accumulated other comprehensive income		3,329			10,581
Total members' capital		9,525,465			9,515,508
Noncontrolling interests		127,993			131,401
Total capital		9,653,458			9,646,909
Total liabilities and capital	$	18,274,022		$	17,826,122

(1)	Includes restricted assets of consolidated variable interest entities (“VIEs”) at December 31, 2023 and 2022 of $388,626 and $436,605, respectively. See Footnote 16 of the Notes to Consolidated Financial Statements.

(2)	Includes non-recourse liabilities of consolidated VIEs at December 31, 2023 and 2022 of $180,855 and $199,132, respectively. See Footnote 16 of the Notes to Consolidated Financial Statements.

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

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per unit data)

	Year Ended December 31,
	2023			2022			2021
Revenues
Revenues from rental properties, net	$	1,767,057		$	1,710,848		$	1,349,702
Management and other fee income		16,343			16,836			14,883
Total revenues		1,783,400			1,727,684			1,364,585

Operating expenses
Rent		(15,997	)		(15,811	)		(13,773	)
Real estate taxes		(231,578	)		(224,729	)		(181,256	)
Operating and maintenance		(309,143	)		(290,367	)		(222,882	)
General and administrative		(136,807	)		(119,534	)		(104,121	)
Impairment charges		(14,043	)		(21,958	)		(3,597	)
Merger charges		(4,766	)		-			(50,191	)
Depreciation and amortization		(507,265	)		(505,000	)		(395,320	)
Total operating expenses		(1,219,599	)		(1,177,399	)		(971,140	)

Gain on sale of properties		74,976			15,179			30,841

Operating income		638,777			565,464			424,286

Other income/(expense)
Special dividend income		194,116			-			-
Other income, net		39,960			28,829			19,810
Gain/(loss) on marketable securities, net		21,262			(315,508	)		505,163
Interest expense		(250,201	)		(226,823	)		(204,133	)
Early extinguishment of debt charges		-			(7,658	)		-
Income before income taxes, net, equity in income of joint ventures, net, and equity in income from other investments, net		643,914			44,304			745,126

Provision for income taxes, net		(60,952	)		(56,654	)		(3,380	)
Equity in income of joint ventures, net		72,278			109,481			84,778
Equity in income of other investments, net		10,709			17,403			23,172

Net income		665,949			114,534			849,696

Net (income)/loss attributable to noncontrolling interests		(11,676	)		11,442			(5,637	)

Net income attributable to the Company		654,273			125,976			844,059

Preferred distributions, net		(25,021	)		(25,218	)		(25,416	)

Net income available to the Company's common unitholders	$	629,252		$	100,758		$	818,643

Per common unit:
Net income available to the Company's common unitholders:
-Basic	$	1.02		$	0.16		$	1.61
-Diluted	$	1.02		$	0.16		$	1.60

Weighted average units:
-Basic		616,947			615,528			506,248
-Diluted		618,199			617,858			511,385

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

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Year Ended December 31,
	2023			2022		2021
Net income	$	665,949		$	114,534	$	849,696
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		(10,581	)		8,365		2,216
Change in unrealized gains related to equity method investments		3,329			-		-
Other comprehensive income		(7,252	)		8,365		2,216

Comprehensive income		658,697			122,899		851,912

Comprehensive (income)/loss attributable to noncontrolling interests		(11,676	)		11,442		(5,637	)

Comprehensive income attributable to the Company	$	647,021		$	134,341	$	846,275

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

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

For the Years Ended December 31, 2023, 2022 and 2021

(in thousands)

	Preferred Units						Common Units						Accumulated			Total			Noncontrolling
	Issued			Amount			Issued			Amount			Other			Members' Capital			Interests			Total Capital
Balance at January 1, 2021		20		$	472,533			432,519		$	5,135,511		$	-		$	5,608,044		$	62,210		$	5,670,254
Net income		-			25,420			-			818,639			-			844,059			5,637			849,696
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		-			-			-			-			2,216			2,216			-			2,216
Redeemable noncontrolling interests income		-			-			-			-			-			-			(751	)		(751	)
Distributions declared to preferred unitholders		-			(25,420	)		-			-			-			(25,420	)		-			(25,420	)
Distributions declared to common unitholders		-			-			-			(356,712	)		-			(356,712	)					(356,712	)
Distributions to noncontrolling interests		-			-			-			-			-			-			(28,707	)		(28,707	)
Issuance of common units as a result of common stock issued by Parent Company		-			-			5,274			82,989			-			82,989			-			82,989
Issuance of common units for Weingarten Realty Investors merger		-			-			179,920			3,738,735			-			3,738,735			-			3,738,735
Surrender of common units for taxes		-			-			(1,127	)		(20,909	)		-			(20,909	)		-			(20,909	)
Amortization of equity awards		-			-			-			22,543			-			22,543			-			22,543
Noncontrolling interests assumed from the Weingarten Realty Investors merger		-			-			-			-			-			-			177,039			177,039
Redemption/conversion of noncontrolling interests		-			-			73			1,540			-			1,540			(4,635	)		(3,095	)
Adjustment of redeemable noncontrolling interests to estimated fair value		-			-			-			2,304			-			2,304			-			2,304
Balance at January 1, 2022		20			472,533			616,659			9,424,640			2,216			9,899,389			210,793			10,110,182

Contributions from noncontrolling interest		-			-			-			-			-			-			891			891
Net income/(loss)		-			25,218			-			100,758			-			125,976			(11,442	)		114,534
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		-			-			-			-			8,365			8,365			-			8,365
Redeemable noncontrolling interests income		-			-			-			-			-			-			(1,770	)		(1,770	)
Distributions declared to preferred unitholders		-			(25,218	)		-			-			-			(25,218	)		-			(25,218	)
Distributions declared to common unitholders		-			-			-			(519,421	)		-			(519,421	)		-			(519,421	)
Repurchase of preferred units		(1	)		(3,506	)		-			-			-			(3,506	)		-			(3,506	)
Distributions to noncontrolling interests		-			-			-			-			-			-			(65,232	)		(65,232	)
Issuance of common units as a result of common stock issued by Parent Company		-			-			2,368			15,513			-			15,513			-			15,513
Surrender of common units		-			-			(616	)		(13,790	)		-			(13,790	)		-			(13,790	)
Amortization of equity awards		-			-			-			26,602			-			26,602			-			26,602
Redemption/conversion of noncontrolling interests		-			-			73			1,598			-			1,598			(1,839	)		(241	)
Balance at December 31, 2022		19			469,027			618,484			9,035,900			10,581			9,515,508			131,401			9,646,909

Contributions from noncontrolling interest		-			-			-			-			-			-			13			13
Net income		-			25,021			-			629,252			-			654,273			11,676			665,949
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		-			-			-			-			(10,581	)		(10,581	)		-			(10,581	)
Change in unrealized gains related to equity method investments		-			-			-			-			3,329			3,329			-			3,329
Redeemable noncontrolling interests income		-			-			-			-			-			-			(5,820	)		(5,820	)
Distributions declared to preferred unitholders		-			(25,021	)		-			-			-			(25,021	)		-			(25,021	)
Distributions declared to common unitholders		-			-			-			(632,280	)		-			(632,280	)		-			(632,280	)
Repurchase of preferred units		-			(1,631	)		-			-			-			(1,631	)		-			(1,631	)
Distributions to noncontrolling interests		-			-			-			-			-			-			(5,614	)		(5,614	)
Issuance of common units as a result of common stock issued by Parent Company		-			-			2,161			3,727			-			3,727			-			3,727
Surrender of common units		-			-			(774	)		(16,327	)		-			(16,327	)		-			(16,327	)
Amortization of equity awards		-			-			-			33,088			-			33,088			-			33,088
Redemption/conversion of noncontrolling interests		-			-			-			(112	)		-			(112	)		(3,663	)		(3,775	)
Adjustment of redeemable noncontrolling interests to estimated fair value		-			-			-			1,492			-			1,492			-			1,492
Balance at December 31, 2023		19		$	467,396			619,871		$	9,054,740		$	3,329		$	9,525,465		$	127,993		$	9,653,458

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

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2023			2022			2021
Cash flow from operating activities:
Net income	$	665,949		$	114,534		$	849,696
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		507,265			505,000			395,320
Impairment charges		14,043			21,958			3,597
Straight-line rental income adjustments, net		(22,517	)		(33,794	)		(22,627	)
Amortization of above-market and below-market leases, net		(17,253	)		(13,591	)		(14,843	)
Amortization of deferred financing costs and fair value debt adjustments, net		(9,196	)		(28,631	)		(9,445	)
Early extinguishment of debt charges		-			7,658			-
Equity award expense		33,054			26,639			23,150
Gain on sale of properties		(74,976	)		(15,179	)		(30,841	)
(Gain)/loss on marketable securities, net		(21,262	)		315,508			(505,163	)
(Gain)/loss on change in fair value of embedded derivative liability		(734	)		-			-
Equity in income of joint ventures, net		(72,278	)		(109,481	)		(84,778	)
Equity in income from other investments, net		(10,709	)		(17,403	)		(23,172	)
Distributions from joint ventures and other investments		75,827			83,553			91,507
Change in accounts and notes receivable, net		18,453			(9,104	)		4,548
Change in accounts payable and accrued expenses		5,826			37,655			(104,712	)
Change in other operating assets and liabilities, net		(19,885	)		(24,208	)		46,638
Net cash flow provided by operating activities		1,071,607			861,114			618,875

Cash flow from investing activities:
Acquisition of operating real estate and other related net assets		(277,308	)		(300,772	)		(355,953	)
Improvements to operating real estate		(264,395	)		(193,710	)		(163,699	)
Acquisition of Weingarten Realty Investors, net of cash acquired of $56,451		-			-			(263,973	)
Investment in marketable securities		(3,614	)		(4,003	)		-
Proceeds from sale of marketable securities		292,552			302,504			377
Investment in cost method investments		(1,569	)		(4,524	)		-
Investments in and advances to real estate joint ventures		(24,494	)		(87,301	)		(12,571	)
Reimbursements of investments in and advances to real estate joint ventures		13,738			37,571			47,862
Investments in and advances to other investments		(18,442	)		(17,432	)		(67,090	)
Reimbursements of investments in and advances to other investments		282			30,855			64,068
Investment in mortgage and other financing receivables		(18,519	)		(75,063	)		(41,897	)
Collection of mortgage and other financing receivables		133			60,306			13,776
Proceeds from sale of properties		160,064			184,294			302,841
Principal payments from securities held-to-maturity		4,589			4,058			-
Net cash flow used for investing activities		(136,983	)		(63,217	)		(476,259	)

Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt		(49,460	)		(157,928	)		(229,288	)
Principal payments on rental property debt		(11,308	)		(9,808	)		(10,622	)
Proceeds from mortgage loan financings		-			19,000			-
Proceeds from issuance of unsecured notes		500,000			1,250,000			500,000
Repayments of unsecured notes		-			(1,449,060	)		-
Financing origination costs		(12,481	)		(20,326	)		(8,197	)
Payment of early extinguishment of debt charges		-			(6,955	)		-
Contributions from noncontrolling interests		13			891			-
Redemption/distribution of noncontrolling interests		(58,417	)		(67,453	)		(34,610	)
Distributions paid to common and preferred unitholders		(657,460	)		(544,740	)		(382,132	)
Proceeds from issuance of units as a result of shares issued by Parent Company, net		3,727			15,513			82,989
Repurchase of preferred units		(1,491	)		(3,441	)		-
Units repurchased due to employee tax withholding on equity awards by the Parent Company		(16,293	)		(13,679	)		(20,842	)
Change in tenants' security deposits		2,474			5,255			1,561
Net cash flow used for financing activities		(300,696	)		(982,731	)		(101,141	)

Net change in cash, cash equivalents and restricted cash		633,928			(184,834	)		41,475
Cash, cash equivalents and restricted cash, beginning of year		149,829			334,663			293,188
Cash, cash equivalents and restricted cash, end of year	$	783,757		$	149,829		$	334,663

Interest paid during the year including payment of early extinguishment of debt charges of $0, $6,955 and $0, respectively (net of capitalized interest of $2,313, $668 and $583, respectively)	$	250,432		$	257,979		$	197,947
Income taxes paid during the year, net of refunds	$	65,267		$	11,869		$	1,961

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

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts relating to the number of buildings, square footage, tenant and occupancy data, joint venture debt and average interest rates and terms on joint venture debt are unaudited.

1. Summary of Significant Accounting Policies:

Business and Organization

Kimco Realty Corporation and its subsidiaries (the “Parent Company”) operates as a Real Estate Investment Trust (“REIT”), of which substantially all of the Parent Company’s assets are held by, and substantially all of the Parent Company’s operations are conducted through, Kimco Realty OP, LLC (“Kimco OP”), either directly or through its subsidiaries, as the Parent Company’s operating company. The Parent Company is the managing member and exercises exclusive control over Kimco OP. As of December 31, 2023, the Parent Company owned 100% of the outstanding limited liability company interests (the "OP Units") in Kimco OP. The terms “Kimco”, “the Company” and “our”, each refer to the Parent Company and Kimco OP, collectively, unless the context indicates otherwise. In statements regarding qualification as a REIT, such terms refer solely to Kimco Realty Corporation.

The Company is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and a growing portfolio of mixed-use assets. The Company’s portfolio is primarily concentrated in the first-ring suburbs of the top major metropolitan markets, including those in high-barrier-to-entry coastal markets and rapidly expanding Sun Belt cities, with a tenant mix focused on essential, necessity-based goods and services that drive multiple shopping trips per week. 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, including mixed-use assets which, are anchored primarily by grocery stores, off-price retailers, discounters or service-oriented tenants. Additionally, the Company provides complementary services that capitalize on the Company’s established retail real estate expertise. 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 evaluates performance on a property specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single reportable segment for disclosure purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The Company elected status as a REIT for federal income tax purposes commencing with its taxable year which began January 1, 1992 and operates in a manner that enables the Company to maintain its status as a REIT. To qualify as a REIT, the Company must meet several organizational and operational requirements, and is required to annually distribute at least 90% of its net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, 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. In January 2023, the Company consummated the Reorganization into an UPREIT structure as described in the Explanatory Note at the beginning of this Annual Report on Form 10-K. If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company, generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income, as defined in the Code. The Company maintains certain subsidiaries that have made joint elections with the Company to be treated as taxable REIT subsidiaries (“TRSs”), that permit the Company to engage through such TRSs in certain business activities that 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 consolidated financial statements. See Footnote 24 of the Notes to Consolidated Financial Statements for further discussion.

RPT Merger

On August 28, 2023, the Company and RPT Realty (“RPT”) announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which the Company would acquire RPT through a series of mergers (collectively, the “RPT Merger”). On January 2, 2024, RPT merged with and into the Company, with the Company continuing as the surviving public company. The RPT Merger added 56 open-air shopping centers, 43 of which are wholly owned and 13 of which are owned through a joint venture, comprising 13.3 million square feet of gross leasable area (“GLA”), to the Company’s existing portfolio of 523 properties. In addition, as a result of the RPT Merger, the Company obtained RPT’s 6% stake in a 49-property net lease joint venture.

Under the terms of the Merger Agreement, each RPT common share was converted into 0.6049 of a newly issued share of the Company’s common stock, together with cash in lieu of fractional shares, and each 7.25% Series D Cumulative Convertible Perpetual Preferred Share of RPT was converted into the right to receive one depositary share representing one one-thousandth of a share of the Company's 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share ("Class N Preferred Stock"). During 2023, the Company incurred expenses of $4.8 million associated with the RPT Merger primarily comprised of legal and professional fees. See Footnote 28 of the Notes to Consolidated Financial Statements for further details on the RPT Merger.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

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Economic Conditions

The economy continues to face several issues including inflation risk, liquidity constraints, the lack of qualified employees, tenant bankruptcies and supply chain disruptions, which could impact the Company and its tenants. In response to the rising rate of inflation the Federal Reserve steadily increased interest rates and has kept them at elevated levels. The Federal Reserve may continue to increase interest rates or maintain these elevated levels, until the rate of inflation begins to decrease. These increased interest rates could adversely impact the business and financial results of the Company and its tenants. 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.

Any of these events could materially adversely impact the Company’s business, financial condition, results of operations or stock price. The Company continues to monitor economic, financial, and social conditions 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.

Basis of Presentation

This report combines the annual reports on Form 10-K for the annual period ended December 31, 2023, of the Parent Company and Kimco OP into this single report. The accompanying Consolidated Financial Statements include the accounts of the Parent Company and Kimco OP and their consolidated subsidiaries. The Reorganization resulted in a merger of entities under common control in accordance with GAAP. Accordingly, the accompanying consolidated financial statements including the notes thereto, are presented as if the Reorganization had occurred at the earliest period presented. The Company’s subsidiaries include subsidiaries which are wholly owned or which the Company has a controlling 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.

Use of Estimates

GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to the valuation of real estate and related intangible assets and liabilities, equity method investments, other investments, including the assessment of impairments, as well as, depreciable lives, revenue recognition, and the collectability of trade accounts receivable. Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could differ from these estimates.

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its consolidated financial statements (see Footnotes 18 and 28 of the Notes to Consolidated Financial Statements).

Real Estate

Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company periodically assesses the useful lives of its depreciable real estate assets, including those expected to be redeveloped in future periods, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized.

The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business and therefore accounted for as a business combination or if the acquisition transaction should be accounted for as an asset acquisition. Under Business Combinations (Topic 805), an acquisition does not qualify as a business when (i) substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or (ii) the acquisition does not include a substantive process in the form of an acquired workforce or (iii) an acquired contract that cannot be replaced without significant cost, effort or delay. In accordance with ASC 805-10, Business Combinations, the Company accounted for the Weingarten Realty Investors Merger as business combinations using the acquisition method of accounting. The Company also expects to account for the RPT Merger as business combinations using the acquisition method of accounting, however the Company’s evaluation is not yet complete as of this filing. See Footnote 28 of the Notes to Consolidated Financial Statements for further details on the RPT Merger.

Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

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When substantially all of the fair value is not concentrated in a group of similar identifiable assets, the set of assets will generally be considered a business and the Company applies the acquisition method of accounting for business combinations, where all tangible and identifiable intangible assets acquired, and all liabilities assumed are recorded at fair value. In a business combination, the difference, if any, between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain.

In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. The fair value of any tangible real estate assets acquired is determined by valuing the building as if it were vacant, and the fair value is then allocated to land, buildings, and improvements based on available information including replacement cost, appraisal or using net operating income capitalization rates, discounted cash flow analysis or similar fair value models. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates, land values per square foot and other market data. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. Tangible assets may include land, land improvements, buildings, building improvements and tenant improvements. Intangible assets may include the value of in-place leases, above and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics.

In allocating the purchase price to identified intangible assets and liabilities of acquired properties, the value of above-market and below-market leases is estimated based on the present value of the difference between the contractual amounts, including fixed rate below-market lease renewal options, to be paid pursuant to the leases and management’s estimate of the market lease rates and other lease provisions (e.g., expense recapture, base rental changes) measured over a period equal to the estimated remaining term of the lease. The capitalized above-market or below-market intangible is amortized to rental income over the estimated remaining term of the respective leases, which includes the expected renewal option period for below-market leases. Mortgage debt discounts or premiums are amortized into interest expense over the remaining term of the related debt instrument.

In determining the value of in-place leases, management considers current market conditions and costs to execute similar leases in arriving at an estimate of the carrying costs during the expected lease-up period from vacant to existing occupancy. In estimating carrying costs, management includes real estate taxes, insurance, other operating expenses, estimates of lost rental revenue during the expected lease-up periods and costs to execute similar leases including leasing commissions, legal and other related costs based on current market demand. The value assigned to in-place leases and tenant relationships is amortized over the estimated remaining term of the leases. If a lease were to be terminated prior to its scheduled expiration, all unamortized costs relating to that lease would be written off.

The useful lives of amortizable intangible assets are evaluated each reporting period with any changes in estimated useful lives being accounted for over the revised remaining useful life.

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

Buildings and building improvements (in years)	5 to 50
Fixtures, leasehold and tenant improvements (including certain identified intangible assets)	Terms of leases or useful lives, whichever is shorter

The difference between the fair value and the face value of debt assumed, if any, in connection with an acquisition is recorded as a premium or discount and is amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related debt agreements. The fair value of debt is estimated based upon contractual future cash flows discounted using borrowing spreads and market interest rates that would have been available for debt with similar terms and maturities.

Real estate under development represents the development of open-air shopping center projects, which may include residential and mixed-use components, that the Company plans to hold as long-term investments. These properties are carried at cost. The cost of land and buildings under development includes specifically identifiable costs. Capitalized costs include pre-construction costs essential to the development of the property, construction costs, interest costs, real estate taxes, insurance, legal costs, salaries and related costs of personnel directly involved and other costs incurred during the period of development. The Company ceases cost capitalization when the property is held available for occupancy and placed into service. This usually occurs upon substantial completion of all development activity necessary to bring the property to the condition needed for its intended use, but no later than one year from the completion of major construction activity. However, the Company may continue to capitalize costs even though a project is substantially completed if construction is still ongoing at the site. If, in management’s opinion, the current and projected undiscounted cash flows of these assets to be held as long-term investments is less than the net carrying value plus estimated costs to complete the development, the carrying value would be adjusted to an amount that reflects the estimated fair value of the property.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

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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. When a real estate asset is identified by management as held-for-sale, the Company ceases depreciation of the asset and estimates the fair value. If the fair value of the asset, less cost to sell, is less than the net book value of the asset, an adjustment to the carrying value would be recorded to reflect the estimated fair value of the property, and the asset is included within Other assets on the Company’s Consolidated Balance Sheets.

On a continuous basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if management’s estimated fair value is less than the net carrying value of the property. The Company’s estimated fair value is primarily based upon (i) estimated sales prices from signed contracts or letters of intent from third-party offers or (ii) discounted cash flow models of the property over its remaining hold period. An impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount, at which time, the property is written-down to its estimated fair value. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates. In addition, such cash flow models consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to an amount to reflect the estimated fair value of the property. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third-party offers.

Investments in Unconsolidated Joint Ventures

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

The Company’s joint ventures primarily consist of co-investments with institutional and other joint venture partners in open-air shopping center or mixed-use properties, consistent with its core business. These joint ventures typically obtain non-recourse third-party financing on their property investments, thus contractually limiting the Company’s exposure to losses primarily to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate its risk. On a select basis, certain of these joint ventures, have obtained unsecured financing. As of December 31, 2023, the Company did not guaranty any unsecured joint venture debt.

To recognize the character of distributions from equity investees within its Consolidated Statements of Cash Flows, all distributions received are presumed to be returns on investment and classified as cash inflows from operating activities unless the Company’s cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed its cumulative equity in earnings recognized by the investor (as adjusted for amortization of basis differences). When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and classified as cash inflows from investing.

In a business combination, the fair value of the Company’s investment in an unconsolidated joint venture is calculated using the fair value of the real estate held by the joint venture, which are valued using similar methods as described in the Company’s Real Estate policy above, offset by the fair value of the debt on the property which is then multiplied by the Company’s equity ownership percentage.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

On a continuous basis, management assesses whether there are any indicators, including the underlying investment property operating performance and general market conditions, that the value of the Company’s investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than the carrying value of the investment and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. Estimated fair values which are based on discounted cash flow models include all estimated cash inflows and outflows over a specified holding period, and, where applicable, any estimated debt premiums. Capitalization rates and discount rates utilized in these models are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates.

Other Investments

Other investments primarily consist of preferred equity investments for which the Company provides capital to owners and developers of real estate. The Company typically accounts for its preferred equity investments on the equity method of accounting, whereby earnings for each investment are recognized in accordance with each respective investment agreement and based upon an allocation of the investment’s net assets at book value as if the investment was hypothetically liquidated at the end of each reporting period.

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

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include demand deposits in banks, commercial paper and certificates of deposit with original maturities of three months or less. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured up to applicable account limits. Recoverability of investments is dependent upon the performance of the issuers.

Restricted cash is deposits held or restricted for a specific use. The Company had restricted cash totaling $3.2 million and $2.9 million at December 31, 2023 and 2022, respectively, which is included in Cash and cash equivalents on the Company’s Consolidated Balance Sheets.

Marketable Securities

The Company classifies its marketable equity securities as available-for-sale in accordance with the FASB’s Investments-Debt and Equity Securities guidance. In accordance with ASC Topic 825 Financial Instruments: the Company recognizes changes in the fair value of equity investments with readily determinable fair values in net income.

Other Assets

Mortgage and Other Financing Receivables

Mortgages and other financing receivables consist of loans acquired and loans originated by the Company, which are included within Other assets on the Company’s Consolidated Balance Sheets. Borrowers of these loans are primarily experienced owners, operators or developers of commercial real estate. The Company’s loans are primarily mortgage loans that are collateralized by real estate. Mortgages and other financing receivables are recorded at stated principal amounts, net of any discount or premium or deferred loan origination costs or fees. The related discounts or premiums on mortgages and other loans purchased are amortized or accreted over the life of the related loan receivable.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The Company applies Accounting Standards Update (“ASU”) 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. The Company adopted this standard using the modified retrospective method for all financial assets measured at amortized cost.

On a quarterly basis, the Company reviews credit quality indicators such as (i) payment status to identify performing versus non-performing loans, (ii) changes affecting the underlying real estate collateral and (iii) national and regional economic factors. The Company has determined that it has one portfolio segment, primarily represented by loans collateralized by real estate, whereby it determines, as needed, reserves for loan losses on an asset-specific basis. The Company utilizes its history of incurred losses as well as external data to perform its expected credit loss calculation using the probability of default (“PD”) and loss given default method (“LGD”). This approach calculates the expected credit loss by multiplying the PD (probability the asset will default within a given timeframe) by the LGD (percentage of the asset not expected to be collected due to default). The reserve for loan losses reflects management's estimate of loan losses as of the balance sheet date and any adjustments are included in Other income, net on the Company’s Consolidated Statements of Income. The reserve is increased through loan loss expense and is decreased by charge-offs when losses are confirmed through the receipt of assets such as cash or via ownership control of the underlying collateral in full satisfaction of the loan upon foreclosure or when significant collection efforts have ceased.

Interest income on performing loans is accrued as earned. Accrued interest receivable is included in Accounts and notes receivable, net on the Company’s Consolidated Balance Sheets. A non-performing loan is placed on non-accrual status when it is probable that the borrower may be unable to meet interest payments as they become due. Generally, loans 90 days or more past due are placed on non-accrual status unless there is sufficient collateral to assure collectability of principal and interest. Upon the designation of non-accrual status, all unpaid accrued interest is reserved and charged against current income. Interest income on non-performing loans is generally recognized on a cash basis. Recognition of interest income on non-performing loans on an accrual basis is resumed when it is probable that the Company will be able to collect amounts due according to the contractual terms.

Tax Increment Revenue Bonds

Other assets include Series B tax increment revenue bonds issued by the Sheridan Redevelopment Agency in connection with the development of a project in Sheridan, Colorado, which mature on December 15, 2039. These Series B bonds have been classified as held to maturity and were recorded at estimated fair value. The fair value estimates of the Company’s held to maturity tax increment revenue bonds are based on discounted cash flow analysis, which are based on the expected future sales tax revenues of the project. This analysis reflects the contractual terms of the bonds, including the period to maturity, and uses observable market-based inputs, such as market discount rates and unobservable market-based inputs, such as future growth and inflation rates. Interest on these bonds is recorded at an effective interest rate while cash payments are received at the contractual interest rate.

The held to maturity bonds are evaluated for credit losses based on discounted estimated future cash flows. Any future receipts in excess of the amortized basis will be recognized as revenue when received. The credit risk associated with the amortized value of these bonds is deemed as low risk as the bonds are earmarked for repayments from a government entity which are funded through sales and property taxes.

Deferred Leasing Costs

Initial direct leasing costs include commissions paid to third parties, including brokers, leasing and referral agents and internal leasing commissions paid to employees for successful execution of lease agreements. These initial direct leasing costs are capitalized and generally amortized over the term of the related leases using the straight-line method. These direct leasing costs are included in Other assets, on the Company’s Consolidated Balance Sheets and are classified as operating activities on the Company’s Consolidated Statements of Cash Flows.

Internal employee compensation, payroll-related benefits and certain external legal fees are considered indirect costs associated with the execution of lease agreements. These indirect leasing costs are expensed in accordance with ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) and included in General and administrative expense on the Company’s Consolidated Statements of Income.

Software Development Costs

Expenditures for major software purchases and software developed for internal use are capitalized and amortized on a straight-line basis generally over a period of three to ten years. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of payroll costs that can be capitalized with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred. These software development costs are included in Other assets on the Company’s Consolidated Balance Sheets.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Deferred Financing Costs

Costs incurred in obtaining long-term financing, included in Notes payable, net and Mortgages payable, net in the accompanying Consolidated Balance Sheets, are amortized on a straight-line basis, which approximates the effective interest method, over the terms of the related debt agreements, as applicable.

Revenue, Trade Accounts Receivable and Gain Recognition

The Company determines the proper amount of revenue to be recognized in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“Topic 606”), by performing the following steps: (i) identify the contract with the customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when (or as) a performance obligation is satisfied. As of December 31, 2023 and 2022, the Company had no outstanding contract assets or contract liabilities.

The Company’s primary sources of revenues are derived from lease agreements which fall under the scope of ASU 2016-02, Leases (Topic 842), (“Topic 842”), which includes rental income and expense reimbursement income. The Company also has revenues which are accounted for under Topic 606, which include fees for services performed at various unconsolidated joint ventures for which the Company is the manager. These fees primarily include property and asset management fees, leasing fees, development fees and property acquisition/disposition fees. Also affected by Topic 606 are gains on sales of properties and tax increment financing (“TIF”) contracts. The Company presents its revenue streams on the Company’s Consolidated Statements of Income as Revenues from rental properties, net and Management and other fee income.

Revenues from rental properties, net

Revenues from rental properties, net are comprised of minimum base rent, percentage rent, lease termination fee income, amortization of above-market and below-market rent adjustments and straight-line rent adjustments. The Company accounts for lease and non-lease components as combined components under Topic 842. Non-lease components include reimbursements paid to the Company from tenants for common area maintenance costs and other operating expenses. The combined components are included in Revenues from rental properties, net on the Company’s Consolidated Statements of Income.

Base rental revenues from rental properties are recognized on a straight-line basis over the terms of the related leases. Certain of these leases also provide for percentage rents based upon the level of sales achieved by the lessee. These percentage rents are recognized once the required sales level is achieved. Rental income may also include payments received in connection with lease termination agreements. Lease termination fee income is recognized when the lessee provides consideration in order to terminate an existing lease agreement and has vacated the leased space. If the lessee continues to occupy the leased space for a period of time after the lease termination is agreed upon, the termination fee is accounted for as a lease modification based on the modified lease term. Upon acquisition of real estate operating properties, the Company estimates the fair value of identified intangible assets and liabilities (including above-market and below-market leases, where applicable). The capitalized above-market or below-market intangible asset or liability is amortized to rental income over the estimated remaining term of the respective leases, which includes the expected renewal option period for below-market leases.

Also included in Revenues from rental properties, net are ancillary income and TIF income. Ancillary income is derived through various agreements relating to parking lots, clothing bins, temporary storage, vending machines, ATMs, trash bins and trash collections, seasonal leases, etc. The majority of the revenue derived from these sources is through lease agreements/arrangements and is recognized in accordance with the lease terms described in the lease. The Company has TIF agreements with certain municipalities and receives payments in accordance with the agreements. TIF reimbursement income is recognized on a cash basis when received.

Management and other fee income

Property management fees, property acquisition and disposition fees, construction management fees, leasing fees and asset management fees all fall within the scope of Topic 606. These fees arise from contractual agreements with third parties or with entities in which the Company has a noncontrolling interest. Management and other fee income related to partially owned entities are recognized to the extent attributable to the unaffiliated interest. Property and asset management fee income is recognized as a single performance obligation (managing the property) comprised of a series of distinct services (maintaining property, handling tenant inquiries, etc.). The Company believes that the overall service of property management is substantially the same each day and has the same pattern of performance over the term of the agreement. As a result, each day of service represents a performance obligation satisfied at that point in time. The time-based output method is used to measure progress over time, as this is representative of the transfer of the services. These fees are recognized at the end of each period for services performed during that period, primarily billed to the customer monthly with payment due upon receipt.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Leasing fee income is recognized as a single performance obligation primarily upon the rent commencement date. The Company believes the leasing services it provides are similar for each available space leased and none of the individual activities necessary to facilitate the execution of each lease are distinct. These fees are billed to the customer monthly with payment due upon receipt.

Property acquisition and disposition fees are recognized when the Company satisfies a performance obligation upon acquiring control of a property or transferring control of a property. These fees are billed subsequent to the acquisition or sale of the property and payment is due upon receipt.

Construction management fees are recognized as a single performance obligation (managing the construction of the project) composed of a series of distinct services. The Company believes that the overall service of construction management is substantially the same each day and has the same pattern of performance over the term of the agreement. As a result, each day of service represents a performance obligation satisfied at that point in time. These fees are based on the amount spent on the construction at the end of each period for services performed during that period, primarily billed to the customer monthly with payment due upon receipt.

Trade Accounts Receivable

The Company reviews its trade accounts receivable, related to base rents, straight-line rent, expense reimbursements and other revenues for collectability. The Company evaluates the probability of the collection of the lessee’s total accounts receivable, including the corresponding straight-line rent receivable balance on a lease-by-lease basis. The Company’s analysis of its accounts receivable includes (i) customer credit worthiness, (ii) assessment of risk associated with the tenant, and (iii) current economic trends. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy claims. If a lessee’s accounts receivable balance is considered uncollectible, the Company will write-off the uncollectible receivable balances associated with the lease and will only recognize lease income on a cash basis. The Company includes provision for doubtful accounts in Revenues from rental properties, net, in accordance with Topic 842. Lease income will then be limited to the lesser of (i) the straight-line rental income or (ii) the lease payments that have been collected from the lessee. In addition to the lease-specific collectability assessment performed under Topic 842, the analysis also recognizes a general reserve under ASC Topic 450 Contingencies, as a reduction to Revenues from rental properties, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company’s historical and current collection experience and the potential for settlement of arrears. Although the Company estimates uncollectible receivables and provides for them through charges against revenues from rental properties, actual results may differ from those estimates. If the Company subsequently determines that it is probable it will collect the remaining lessee’s lease payments under the lease term, the Company will then reinstate the straight-line balance.

Gains/losses on sale of properties

Gains and losses from the sale and/or transfer of nonfinancial assets, such as real estate property, are to be recognized when control of the asset transfers to the buyer, which will occur when the buyer has the ability to direct the use of or obtain substantially all of the remaining benefits from the asset. This generally occurs when the transaction closes and consideration is exchanged for control of the property.

Lessee Leases

The Company accounts for its leases in accordance with Topic 842. The Company has right-of-use (“ROU”) assets and lease liabilities on its balance sheet for those leases classified as operating and financing leases where the Company is a lessee. The Company’s leases where it is the lessee primarily consist of ground leases and administrative office leases. The Company classifies leases based on whether the arrangement is effectively a purchase of the underlying asset. Leases that transfer control of the underlying asset to a lessee are classified as finance leases and all other leases as operating leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

ROU assets and lease liabilities are recognized at the commencement date of the lease and liabilities are determined based on the estimated present value of the Company’s minimum lease payments under its lease agreements. Variable lease payments are excluded from the lease liabilities and corresponding ROU assets, as they are recognized in the period in which the obligation for those payments is incurred. Certain of the Company’s leases have renewal options for which the Company assesses whether it is reasonably certain the Company will exercise these renewal options. Lease payments associated with renewal options that the Company is reasonably certain will be exercised are included in the measurement of the lease liabilities and corresponding ROU assets. 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. Rental expense for lease payments is recognized on a straight-line basis over the lease term. See Footnote 10 of the Notes to Consolidated Financial Statements for further details.

Income Taxes

The Company elected to qualify as a REIT for federal income tax purposes commencing with its taxable year January 1, 1992 and operates in a manner that enables the Company to qualify and maintain its status as a REIT. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Sections 856 through 860 of the Code. 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. Most states, in which the Company holds investments in real estate, conform to the federal rules recognizing REITs.

The Company maintains certain subsidiaries which made joint elections with the Company to be treated as taxable REIT subsidiaries (“TRSs”), which permit the Company to engage through such TRSs in certain business activities that the REIT may not conduct directly. A TRS is subject to federal and state income taxes on its income, and the Company includes a provision for taxes in its consolidated financial statements. As such, the Company, through its wholly owned TRSs, has been engaged in various retail real estate related opportunities including retail real estate management and disposition services which primarily focus on leasing and disposition strategies of retail real estate controlled by both healthy and distressed and/or bankrupt retailers. The Company may consider other investments through its TRSs should suitable opportunities arise.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

The Company reviews the need to establish a valuation allowance against deferred tax assets on a quarterly basis. The review includes an analysis of various factors, such as future reversals of existing taxable temporary differences, the capacity for the carryback or carryforward of any losses, the expected occurrence of future income or loss and available tax planning strategies.

The Company applies the FASB’s guidance relating to uncertainty in income taxes recognized in a Company’s financial statements. Under this guidance the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods.

Noncontrolling Interests

The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Noncontrolling interests also include amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These units have a stated redemption value or a defined redemption amount based upon the trading price of the Company’s common stock and provides the unit holders various rates of return during the holding period. The unit holders generally have the right to redeem their units for cash at any time after one year from issuance. For convertible units, the Company typically has the option to settle redemption amounts in cash or common stock.

The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. Convertible units for which the Company has the option to settle redemption amounts in cash or common stock are included in the caption Noncontrolling interests within the equity section on the Company’s Consolidated Balance Sheets. Units which embody a conditional obligation requiring the Company to redeem the units for cash after a specified or determinable date (or dates) or upon the occurrence of an event that is not solely within the control of the issuer are determined to be contingently redeemable under this guidance and are included as Redeemable noncontrolling interests and classified within the mezzanine section between Total liabilities and Stockholders’ equity on the Company’s Consolidated Balance Sheets.

In a business combination, the fair value of the noncontrolling interest in a consolidated joint venture is calculated using the fair value of the real estate held by the joint venture, which are valued using similar methods as described in the Company’s Real Estate policy above, offset by the fair value of the debt on the property which is then multiplied by the partners’ noncontrolling share.

Contingently redeemable noncontrolling interests are recorded at fair value upon issuance. Any change in the fair value or redemption value of these noncontrolling interests is subsequently recognized through Paid-in capital on the Company’s Consolidated Balance Sheets and is included in the Company’s computation of earnings per share (see Footnote 27 of the Notes to Consolidated Financial Statements).

Stock Compensation

In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan that expired in March 2020. The 2020 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards. Unless otherwise determined by the Board of Directors at its sole discretion, restricted stock grants generally vest (i) 100% on the fourth or fifth anniversary of the grant, (ii) ratably over three, four and five years or (iii) over ten years at 20% per year commencing after the fifth year. Performance share awards, which vest over a period of one to three years, may provide a right to receive shares of the Company’s common stock or restricted stock based on the Company’s performance relative to its peers, as defined, or based on other performance criteria as determined by the Board of Directors. In addition, the 2020 Plan provides for the granting of restricted stock to each of the Company’s non-employee directors (the “Independent Directors”) and permits such Independent Directors to elect to receive deferred stock awards in lieu of directors’ fees.

The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share-based payments to employees be recognized in the Statements of Income over the service period based on their fair values. Fair value of performance awards is determined using the Monte Carlo method, which is intended to estimate the fair value of the awards at the grant date (see Footnote 22 of the Notes to Consolidated Financial Statements for additional disclosure on the assumptions and methodology).

Reclassifications

Certain amounts in the prior period have been reclassified in order to conform to the current period’s presentation. For comparative purposes, for the year ended December 31, 2021, the Company reclassified cash flows (used for)/provided by on the Company’s Consolidated Statements of Cash Flows as follows (in millions):

	2021
Operating activities:
Straight-line rental income adjustments, net	$	(22.6	)
Amortization of above-market and below-market leases, net	$	(14.8	)
Amortization of deferred financing costs and fair value debt adjustments, net	$	(9.4	)
Change in accounts and notes receivable, net	$	22.6
Change in other operating assets and liabilities, net	$	24.2

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

New Accounting Pronouncements

The following table represents ASUs to the FASB’s ASCs that, as of December 31, 2023, 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 matters
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 does not expect the adoption of this ASU to have a material impact on the Company’s financial position and/or results of operations.
ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement	The amendments in this ASU address the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. To reduce diversity in practice and provide decision-useful information to a joint venture’s investors, these amendments require that a joint venture apply a new basis of accounting upon formation. By applying a new basis of accounting, a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). Additionally, existing joint ventures have the option to apply the guidance retrospectively.	January 1, 2025; Early adoption permitted	This ASU does not impact accounting for joint ventures by the venturers. As such, the Company does not expect the adoption of this ASU will have a material impact on the Company’s financial position and/or results of operations.
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures	The amendments in this ASU improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.	Fiscal years beginning January 1, 2024, and interim periods for fiscal years beginning January 1, 2025; Early adoption permitted	There are aspects of this ASU that apply to entities with one reportable segment. The Company will review the extent of new disclosures necessary prior to implementation. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	This ASU requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. The guidance requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.	Fiscal years beginning January 1, 2025, and interim periods for fiscal years beginning January 1, 2026; Early adoption permitted	The Company will review the extent of new disclosures necessary prior to implementation. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

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

ASU	Description	Adoption Date	Effect on the financial statements or other significant matters
ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers	The amendments in this ASU require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination rather than at fair value on the acquisition date required by Topic 805.	January 1, 2023	The adoption of this ASU did not have a material impact on the Company’s financial position and/or results of operations.

2. Real Estate:

The Company’s components of Real estate, net consist of the following (in thousands):

	December 31,
	2023			2022
Land:
Developed land	$	4,166,475		$	4,102,542
Undeveloped land		5,458			16,328
Land held for development		5,864			5,672
Total land		4,177,797			4,124,542
Buildings and improvements:
Buildings		10,312,001			10,158,588
Building improvements		2,213,248			2,080,437
Tenant improvements		1,158,919			1,046,969
Fixtures and leasehold improvements		41,055			36,627
Above-market leases		170,513			170,211
In-place leases		864,261			839,868
Total buildings and improvements		14,759,997			14,332,700
Real estate		18,937,794			18,457,242
Accumulated depreciation and amortization (1)		(3,842,869	)		(3,417,414	)
Total real estate, net	$	15,094,925		$	15,039,828

	(1)	The Company had accumulated amortization relating to in-place leases and above-market leases aggregating $751,215 at December 31, 2023 and $671,794 at December 31, 2022.

In addition, at December 31, 2023 and 2022, the Company had intangible liabilities relating to below-market leases from property acquisitions of $330.6 million and $330.9 million, respectively, net of accumulated amortization of $260.8 million and $242.4 million, respectively. These amounts are included in the caption Other liabilities on the Company’s Consolidated Balance Sheets.

The Company’s amortization associated with above-market and below-market leases for the years ended December 31, 2023, 2022 and 2021 resulted in net increases to revenue of $17.3 million, $13.6 million and $14.8 million, respectively. The Company’s amortization expense associated with in-place leases, which is included in depreciation and amortization, for the years ended December 31, 2023, 2022 and 2021 was $94.7 million, $118.1 million and $80.1 million, respectively.

The estimated net amortization income/(expense) associated with the Company’s above-market and below-market leases and in-place leases for the next five years are as follows (in millions):

		2024				2025				2026				2027				2028
Above-market and below-market leases amortization, net		$	13.2			$	13.8			$	14.7			$	14.3			$	14.0
In-place leases amortization		$	(65.5	)		$	(47.5	)		$	(35.2	)		$	(27.5	)		$	(20.3	)

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

3. Property Acquisitions:

Acquisition/Consolidation of Operating Properties

During the year ended December 31, 2023, the Company acquired the following operating properties, through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests in certain operating properties held in an unconsolidated joint venture (in thousands):

			Purchase Price
Property Name	Location	Month Acquired	Cash		Debt		Other		Total		GLA
Portfolio (2 properties) (1)	Various	Jan-23	$	69,130	$	19,637	$	13,019	$	101,786	342
Crossroads Plaza Parcel	Cary, NC	Jan-23		2,173		-		-		2,173	5
Northridge Shopping Center Parcel	Arvada, CO	Jan-23		728		-		-		728	57
Stafford Marketplace Parcel (2)	Stafford, VA	Feb-23		-		-		12,527		12,527	87
Tustin Heights (1)	Tustin, CA	Mar-23		26,501		17,550		4,910		48,961	137
Marlton Plaza Parcel	Cherry Hill, NJ	Jul-23		529		-		-		529	-
Stonebridge at Potomac Town Center	Woodbridge, VA	Aug-23		169,840		-		1,667		171,507	504
Big 5 Factoria Parcel	Bellevue, WA	Oct-23		7,817		-		-		7,817	13
			$	276,718	$	37,187	$	32,123	$	346,028	1,145

(1)

Other includes the Company’s previously held equity investments in the Prudential Investment Program and net gains on change in control. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized gains on change in control of interest of $7.7 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Operations. The Company previously held an ownership interest of 15.0% in these property interests. See Footnote 6 of the Notes to Consolidated Financial Statements.

(2)	During March 2023, the Company received a parcel as consideration resulting from the exercise of a termination option of an operating lease.

During the year ended December 31, 2022, the Company acquired the following operating properties, through direct asset purchases (in thousands):

		Month	Purchase Price
Property Name	Location	Acquired	Cash		Debt		Other		Total		GLA
Rancho San Marcos Parcel	San Marcos, CA	Jan-22	$	2,407	$	-	$	-	$	2,407		6
Columbia Crossing Parcel	Columbia, MD	Feb-22		16,239		-		-		16,239		60
Oak Forest Parcel	Houston, TX	Jun-22		3,846		-		-		3,846		4
Devon Village (1)	Devon, PA	Jun-22		733		-		-		733		-
Fishtown Crossing	Philadelphia, PA	Jul-22		39,291		-		-		39,291		133
Carman’s Plaza	Massapequa, NY	Jul-22		51,423		-		-		51,423		195
Pike Center (1)	Rockville, MD	Jul-22		21,850		-		-		21,850		-
Baybrook Gateway (1)	Webster, TX	Oct-22		2,978		-		-		2,978		-
Portfolio (8 Properties) (2)	Long Island, NY	Nov-22		152,078		88,792		135,663		376,533		536
Gordon Plaza (1)	Woodbridge, VA	Nov-22		5,573		-		-		5,573		-
The Gardens at Great Neck (1)	Great Neck, NY	Dec-22		4,019		-		-		4,019		-
			$	300,437	$	88,792	$	135,663	$	524,892		934

(1)	Land parcel

(2)	Other consists of redeemable noncontrolling interest of $79.7 million and an embedded derivative liability associated with put and call options of $56.0 million. See Footnotes 14 and 15 of the Notes to Consolidated Financial Statements for additional discussion regarding fair value allocation to unitholders for noncontrolling interests.

Included in the Company’s Consolidated Statements of Income are $20.5 million and $9.1 million in total revenues from the date of acquisition through December 31, 2023 and 2022, respectively, for operating properties acquired during each of the respective years.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Purchase Price Allocations

The purchase price for these acquisitions 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 for properties acquired/consolidated during the years ended December 31, 2023 and 2022, are as follows (in thousands):

	Allocation as of December 31, 2023				Allocation as of December 31, 2022
Land	$	109,116		n/a	$	207,067		n/a
Buildings		166,067		50.0		271,525		50.0
Building improvements		23,846		45.0		13,273		45.0
Tenant improvements		22,675		6.3		11,689		7.9
Solar panels		-		-		2,308		20.0
In-place leases		47,805		5.2		28,405		6.9
Above-market leases		4,981		6.7		8,408		8.3
Below-market leases		(29,271	)	23.7		(24,069	)	16.1
Mortgage fair value adjustment		-		-		9,430		6.5
Other assets		1,777		n/a		-		n/a
Other liabilities		(968	)	n/a		(3,144	)	n/a
Net assets acquired/consolidated	$	346,028			$	524,892

4. Dispositions of Real Estate:

The table below summarizes the Company’s disposition activity relating to operating properties and parcels, in separate transactions (dollars in millions):

	Year Ended December 31,
	2023		2022		2021
Aggregate sales price/gross fair value (1) (2) (3)	$	214.2	$	191.1	$	612.4
Gain on sale of properties (3) (4)	$	75.0	$	15.2	$	30.8
Number of operating properties sold/deconsolidated (1) (3)		6		9		13
Number of parcels sold		13		13		10

(1)

During 2023, the Company contributed a land parcel and related entitlements, located in Admore, PA, into a preferred equity investment with a gross value of $19.6 million. As a result, the Company no longer consolidates this land parcel and has a non-controlling interest in this investment. See Footnote 7 of the Notes to Consolidated Financial Statements for preferred equity investment disclosure.

(2)	During 2023, the Company provided as a lender seller financing of $25.0 million related to the sale of an operating property located in Gresham, OR. See Footnote 11 of the Notes to Consolidated Financial Statements for mortgage receivable loan disclosure.

(3)

During 2021, the Company purchased its partner’s 70.0% remaining interest in Jamestown Portfolio, which is comprised of six property interests. The Company then entered into a joint venture with Blackstone Real Estate Income Trust, Inc. (“BREIT”) in which it contributed these six properties for a gross sales price of $425.8 million, including $170.0 million of non-recourse mortgage debt. As a result, the Company no longer consolidates these six property interests and recognized a loss on change in control of interests of $0.4 million. The Company has a 50.0% investment in this joint venture ($130.1 million as of the date of deconsolidation), included in Investments in and advances to real estate joint ventures on the Company’s Consolidated Balance Sheets.

(4)	For the years ended December 31, 2023, 2022 and 2021 amounts are before noncontrolling interests of $1.8 million, $1.7 million, and $3.0 million, respectively, and taxes of $1.6 million, $1.2 million and $2.2 million, respectively, after utilization of net operating loss carryforwards.

5. Impairments:

Management assesses on a continuous basis whether there are any indicators, including property operating performance, changes in anticipated holding period, general market conditions and delays of or change in plans for development, that the value of the Company’s assets (including any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value of the asset.

The Company has a capital recycling program which provides for the disposition of certain properties, typically of lesser quality assets in less desirable locations. The Company adjusted the anticipated hold period for these properties and as a result the Company recognized impairment charges on certain operating properties (see Footnote 17 of the Notes to Consolidated Financial Statements for fair value disclosure).

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The Company’s efforts to market certain assets and management’s assessment as to the likelihood and timing of such potential transactions and/or the property hold period resulted in the Company recognizing impairment charges for the years ended December 31, 2023, 2022 and 2021 as follows (in millions):

	2023		2022		2021
Properties marketed for sale (1) (2)	$	14.0	$	21.6	$	2.7
Other impairments		-		0.4		0.9
Total impairment charges	$	14.0	$	22.0	$	3.6

(1)	Amounts relate to adjustments to property carrying values for properties which the Company has marketed for sale and as such has adjusted the anticipated hold periods for such properties. The Company’s estimated fair values of these assets were primarily based upon estimated sales prices from signed contracts or letters of intent from third-party offers, which were less than the carrying value of the assets.
(2)	During 2022, the Company recognized impairment charges of $19.2 million, before noncontrolling interests of $16.0 million, related to five properties.

The Company also recognized its share of impairment charges related to certain properties within various unconsolidated joint ventures in which the Company holds noncontrolling interests. The Company’s share of these impairment charges were $1.0 million, $4.6 million and $2.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, and are included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income. (see Footnote 6 of the Notes to Consolidated Financial Statements).

6. Investment in and Advances to Real Estate Joint Ventures:

The Company 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 Company manages certain of these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees. The table below presents unconsolidated joint venture investments for which the Company held an ownership interest at December 31, 2023 and 2022 (in millions, except number of properties):

	Noncontrolling			The Company's Investment
	Ownership Interest			December 31,
Joint Venture	December 31, 2023			2023		2022
Prudential Investment Program		15.0	%	$	138.7	$	153.6
Kimco Income Opportunity Portfolio (“KIR”) (1)		52.1	%		286.3		281.5
Canada Pension Plan Investment Board (“CPP”)		55.0	%		204.6		190.8
Other Institutional Joint Ventures	Various				247.5		256.8
Other Joint Venture Programs	Various				210.7		208.9
Total*				$	1,087.8	$	1,091.6

Representing 104 property interests and 21.1 million square feet of GLA, as of December 31, 2023, and 111 property interests and 22.4 million square feet of GLA, as of December 31, 2022.

(1)	During 2022, the Company purchased additional ownership interests for $55.1 million, including the General Partner’s ownership interest from Milton Cooper, Executive Chairman of the Board of Directors of the Company, for $0.1 million. There was no change in control as a result of these transactions.

The table below presents the Company’s share of net income for the above investments, which is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income (in millions):

	Year Ended December 31,
	2023		2022		2021
Prudential Investment Program (1)	$	16.4	$	9.6	$	17.5
KIR		34.7		70.3		36.9
CPP		8.7		10.6		9.2
Other Institutional Joint Ventures		2.6		7.0		1.7
Other Joint Venture Programs		9.9		12.0		19.5
Total	$	72.3	$	109.5	$	84.8

(1)	During 2022, the Prudential Investment Program recognized an impairment charge on a property of $15.1 million, of which the Company’s share was $2.3 million.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During 2023, the Company acquired the remaining 85% interest in three operating properties from Prudential Investment Program, in separate transactions, with an aggregate gross fair value of $150.7 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized net gains on change in control of interests of $7.7 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests. See Footnote 3 of the Notes to Consolidated Financial Statements for the operating properties acquired by the Company.

In addition, during 2023, certain of the Company’s real estate joint ventures disposed of four properties and a parcel, in separate transactions, for an aggregate sales price of $132.3 million. These transactions resulted in an aggregate net gain to the Company of $0.3 million for the year ended December 31, 2023.

During 2022, certain of the Company’s real estate joint ventures disposed of nine properties and two parcels, in separate transactions, for an aggregate sales price of $349.1 million. These transactions resulted in an aggregate net gain to the Company of $39.3 million for the year ended December 31, 2022.

The table below presents debt balances within the Company’s unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at December 31, 2023 and 2022 (dollars in millions):

	December 31, 2023							December 31, 2022
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	$	291.6		6.00	%		24.6	$	380.1		5.20	%		33.1
KIR		273.4		5.82	%		39.2		297.9		5.46	%		47.2
CPP		81.9		5.12	%		31.0		83.1		6.14	%		43.0
Other Institutional Joint Ventures		234.1		5.76	%		35.7		233.5		4.30	%		47.7
Other Joint Venture Programs		367.9		4.44	%		59.6		388.8		4.10	%		71.8
Total	$	1,248.9						$	1,383.4

Average remaining term includes extensions

Unconsolidated Significant Subsidiaries

The Company holds a 52.1% noncontrolling limited partnership interest in KIR, which the Company determined under Rule 4-08(g) of Regulation S-X was significant under the income and revenue tests for the year ended December 31, 2022 and requires summarized financial information. The Company has a master management agreement whereby the Company performs services for fees relating to the management, operation, supervision and maintenance of the KIR joint venture properties. The following table shows summarized unaudited financial information for KIR, as follows (in millions):

	December 31,
	2023		2022
Assets:
Real estate, net	$	669.2	$	668.7
Other assets, net		67.5		72.4
Total Assets	$	736.7	$	741.1
Liabilities and Members’ Capital:
Notes payable, net	$	273.4	$	272.9
Mortgages payable, net		-		25.0
Other liabilities		15.9		13.9
Accumulated other comprehensive income		0.6		-
Members’ capital		446.8		429.3
Total Liabilities and Members’ Capital	$	736.7	$	741.1

	Year Ended December 31,
	2023			2022			2021
Revenues, net	$	174.1		$	182.5		$	186.6
Operating expenses		(46.7	)		(48.2	)		(51.3	)
Depreciation and amortization		(38.5	)		(39.4	)		(40.3	)
Gain on sale of properties		-			76.2			-
Interest expense		(16.8	)		(15.5	)		(18.1	)
Other expense, net		(0.6	)		(1.2	)		(2.1	)
Net income	$	71.5		$	154.4		$	74.8

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Summarized financial information for the Company’s investment in and advances to all other real estate joint ventures is as follows (in millions):

	December 31,
	2023		2022
Assets:
Real estate, net	$	3,156.2	$	3,440.1
Other assets, net		251.6		208.4
Total Assets	$	3,407.8	$	3,648.5

Liabilities and Members’ Capital:
Notes payable, net	$	159.9	$	159.5
Mortgages payable, net		815.6		925.9
Other liabilities		70.9		78.8
Accumulated other comprehensive income		5.1		6.3
Noncontrolling interests		34.4		33.5
Members’ capital		2,321.9		2,444.5
Total Liabilities and Members’ Capital	$	3,407.8	$	3,648.5

	Year Ended December 31,
	2023			2022			2021
Revenues, net	$	378.4		$	395.2		$	340.3
Operating expenses		(126.6	)		(126.9	)		(111.7	)
Impairment charges		(17.8	)		(21.1	)		(23.5	)
Depreciation and amortization		(108.2	)		(119.0	)		(97.2	)
Gain on sale of properties		48.0			24.7			61.5
Interest expense		(55.4	)		(38.6	)		(27.6	)
Other expense, net		(6.4	)		(6.2	)		(0.9	)
Net income	$	112.0		$	108.1		$	140.9

Other liabilities included in the Company’s accompanying Consolidated Balance Sheets include investments in certain real estate joint ventures totaling $5.1 million and $5.3 million at December 31, 2023 and 2022, respectively. The Company has varying equity interests in these real estate joint ventures, which may differ from their proportionate share of net income or loss recognized in accordance with GAAP.

The Company’s maximum exposure to losses associated with its unconsolidated joint ventures is primarily limited to its carrying value in these investments. Generally, such investments contain operating properties and the Company has determined these entities do not contain the characteristics of a VIE. As of December 31, 2023 and 2022, the Company’s carrying value in these investments was $1.1 billion.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

7. Other Investments:

The Company has provided capital to owners and developers of real estate properties through its Preferred Equity program, which is included in Other investments on the Company’s Consolidated Balance Sheets. In addition, the Company has invested capital in structured investments which are primarily accounted for on the equity method of accounting. As of December 31, 2023, the Company’s other investments were $144.1 million, of which the Company’s net investment under the Preferred Equity program was $104.1 million. As of December 31, 2022, the Company’s other investments were $107.6 million, of which the Company’s net investment under the Preferred Equity program was $69.4 million. During 2023 and 2022, the Company recognized equity in income of $11.1 million and $16.9 million, respectively, from its preferred equity investments.

During 2023, the Company contributed a land parcel and related entitlements, located in Admore, PA, into a preferred equity investment with a gross value of $19.6 million. As a result, the Company no longer consolidates this land parcel and has a non-controlling interest in this investment. As of December 31, 2023, the Company’s investment was $33.3 million.

As of December 31, 2023, these preferred equity investment properties had non-recourse mortgage loans aggregating $231.2 million. These loans have scheduled maturities of less than one year and bear interest at rates ranging from 4.19% to Secured Overnight Financing Rate (“SOFR”) plus 265 basis points (8.14% as of December 31, 2023). Due to the Company’s preferred position in these investments, the Company’s share of each investment is subject to fluctuation and is dependent upon property cash flows. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its invested capital.

8. Marketable Securities:

The amortized cost and unrealized gains, net of marketable securities as of December 31, 2023 and 2022, are as follows (in thousands):

	December 31,
		2023		2022
Marketable securities:
Amortized cost	$	40,110	$	87,411
Unrealized gains, net		289,947		510,321
Total fair value	$	330,057	$	597,732

The Company’s gains/(losses) on marketable securities and dividend income for the years ended December 31, 2023, 2022 and 2021, are as follows (in thousands):

	Year Ended December 31,
	2023		2022			2021
Gain/(loss) on marketable securities, net	$	21,262	$	(315,508	)	$	505,163
Dividend income (included in Other income, net and Special dividend income)		202,749		18,002			16,958

The portion of unrealized gains/(losses) on marketable securities for the period that relates to marketable securities still held at the reporting date (in thousands):

	Year Ended December 31,
	2023		2022			2021
Gain/(loss) on marketable securities, net	$	21,262	$	(315,508	)	$	505,163
Less: Net gain/(loss) recognized related to marketable securities sold		10,614		(15,120	)		-
Unrealized gain/(loss) related to marketable securities still held	$	31,876	$	(330,628	)	$	505,163

Albertsons Companies, Inc. (“ACI”) –

During 2023, the Company received a $194.1 million special dividend payment on its shares of ACI common stock and recognized this as Special dividend income on the Company’s Consolidated Statements of Income. As a result, the Company’s Board of Directors declared a $0.09 per common share special cash dividend to maintain distribution requirements as a REIT. This special dividend was paid on December 21, 2023, to shareholders of record on December 7, 2023.

In addition, during 2023, the Company sold 14.1 million shares of ACI common stock held by the Company, generating net proceeds of $282.3 million. For tax purposes, the Company recognized a long-term capital gain of $241.2 million. The Company retained the proceeds from this stock sale for general corporate purposes and incurred federal and state taxes of $60.9 million on the taxable gain. As of December 31, 2023, the Company held 14.2 million shares of ACI. See Footnote 28 of the Notes to Consolidated Financial Statements for additional information regarding subsequent events.

During 2022, the Company sold 11.5 million shares of ACI common stock held by the Company, generating net proceeds of $301.1 million. For tax purposes, the Company recognized a long-term capital gain of $251.5 million. The Company elected to retain the proceeds for this stock sale for general corporate purposes and paid federal and state taxes of $57.2 million on the taxable gain.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

9. Accounts and Notes Receivable:

The components of Accounts and notes receivable, net of potentially uncollectible amounts as of December 31, 2023 and 2022, are as follows (in thousands):

	December 31,
	2023		2022
Billed tenant receivables	$	30,444	$	33,801
Unbilled common area maintenance, insurance and tax reimbursements		55,499		56,001
Deferred rent receivables		578		1,905
Defined benefit plan receivable (1)		-		14,421
Other receivables		9,508		8,361
Straight-line rent receivables		211,588		189,737
Total accounts and notes receivable, net	$	307,617	$	304,226

	(1)	See Footnote 23 of the Notes to Consolidated Financial Statements for defined benefit plan disclosure.

10. Leases:

Lessor Leases

The Company’s primary source of revenues is derived from lease agreements, which includes rental income and expense reimbursement. The Company’s lease income is 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’s lease income, which is included in Revenue from rental properties, net on the Company’s Consolidated Statements of Income, as either fixed or variable lease income based on the criteria specified in ASC 842, for the years ended December 31, 2023, 2022 and 2021, is as follows (in thousands):

	Year Ended December 31,
	2023			2022		2021
Lease income:
Fixed lease income (1)	$	1,409,609		$	1,353,024	$	1,045,888
Variable lease income (2)		354,093			339,722		264,040
Above-market and below-market leases amortization, net		17,253			13,591		14,843
Adjustments for potentially uncollectible revenues and disputed amounts (3)		(13,898	)		4,511		24,931
Total lease income	$	1,767,057		$	1,710,848	$	1,349,702

	(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.

	(3)	The amounts represent adjustments associated with potentially uncollectible revenues and disputed amounts.

Base rental revenues and fixed-rate expense reimbursements from rental properties are recognized on a straight-line basis over the terms of the related leases. The difference between the amount of rental income contracted through leases and rental income recognized on a straight-line basis for the years ended December 31, 2023, 2022 and 2021 was $22.5 million, $33.8 million and $22.6 million, respectively.

The Company is primarily engaged in the operation of shopping centers that are either owned or held under long-term leases that expire at various dates through 2121. The Company, in turn, leases premises in these centers to tenants pursuant to lease agreements which provide for terms ranging generally from five to 25 years and for annual minimum rentals plus incremental rents based on operating expense levels and tenants’ sales volumes. Annual minimum rentals plus incremental rents based on operating expense levels and percentage rents comprised 98% of total revenues from rental properties for each of the three years ended December 31, 2023, 2022 and 2021.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The minimum revenues expected to be received by the Company from rental properties under the terms of all non-cancelable tenant leases for future years, assuming no new or renegotiated leases are executed for such premises and excluding variable lease payments, are as follows (in millions):

		2024				2025				2026				2027				2028				Thereafter
Minimum revenues		$	1,351.0			$	1,258.7			$	1,111.4			$	938.5			$	741.7			$	3,224.1

Lessee Leases

The Company currently leases real estate space under non-cancelable operating lease agreements for ground leases and administrative office leases. The Company’s operating leases have remaining lease terms ranging from less than one year to 47.9 years, some of which include options to extend the terms for up to an additional 75 years.

The Company also has two properties under finance leasing arrangements that consists of variable lease payments with a bargain purchase option. The finance right-of-use assets of $26.2 million are included in Other assets on the Company’s Consolidated Balance Sheets and finance lease liabilities of $24.4 million are included in Other liabilities on the Company’s Consolidated Balance Sheets.

The weighted-average remaining non-cancelable lease term and weighted-average discount rates for the Company’s operating and finance leases as of December 31, 2023 were as follows:

		Operating Leases				Finance Leases
Weighted-average remaining lease term (in years)			24.0				1.0
Weighted-average discount rate			6.65	%			6.00	%

The components of the Company’s lease expense, which are included in interest expense, rent expense and general and administrative expense on the Company’s Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021, were as follows (in thousands):

	Year Ended December 31,
	2023		2022		2021
Lease cost:
Finance lease cost	$	1,261	$	1,294	$	569
Operating lease cost		14,736		12,994		11,637
Variable lease cost		2,241		4,143		3,972
Total lease cost	$	18,238	$	18,431	$	16,178

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating and financing lease liabilities (in thousands):

Year Ending December 31,
	Operating Leases			Financing Leases (1)
2024	$	11,806		$	25,890
2025		11,291			-
2026		10,626			-
2027		10,342			-
2028		10,366			-
Thereafter		178,334			-
Total minimum lease payments	$	232,765		$	25,890

Less imputed interest		(122,780	)		(1,458	)
Total lease liabilities (1)	$	109,985		$	24,432

	(1)	Operating lease liabilities are included in Operating lease liabilities and financing lease liabilities are included in Other liabilities on the Company’s Consolidated Balance Sheets.

11. Other Assets:

Assets Held-For-Sale

At December 31, 2022, the Company had three properties classified as held-for-sale at a net carrying amount of $56.3 million. These properties were subsequently sold during 2023.

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. For a complete listing of the Company’s mortgages and other financing receivables at December 31, 2023, see Financial Statement Schedule IV included in this annual report on Form 10-K.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During the years ended December 31, 2023 and 2022, the Company provided, as a lender, the following mortgage loans (dollars in millions):

Date Issued		Face Amount	Interest Rate	Maturity Date
Nov-23	$	7.3	10.50%	Nov-26
Mar-23	$	25.0	8.00%	Apr-24
Feb-23	$	11.2	14.00%	Dec-24
Jul-22	$	22.0	10.00%	Feb-24
Jun-22	$	16.5	9.00%	Jun-25
Jun-22	$	19.6	10.00%	Jun-29
May-22	$	14.0	8.00%	May-29
Jan-22	$	3.0	8.00%	Jul-22

During the year ended December 31, 2022, the Company received $60.2 million of partial and full repayments relating to three mortgage loans with interest rates ranging from 8.00% to 12.50%, and maturity dates ranging from July 2022 to September 2027.

Software Development Costs

As of December 31, 2023 and 2022, the Company had unamortized software development costs of $18.2 million and $18.4 million, respectively. The Company expensed $4.5 million, $3.5 million and $3.1 million in amortization of software development costs during the years ended December 31, 2023, 2022 and 2021, respectively.

12. Notes Payable:

As of December 31, 2023 and 2022 the Company’s Notes payable, net consisted of the following (dollars in millions):

	Carrying Amount at December 31,						Interest Rate at December 31,				Maturity Date at
	2023			2022			2023		2022		December 31, 2023
Senior unsecured notes	$	7,303.0		$	6,803.0			1.90% - 6.88%		1.90% - 6.88%	Jan-2024 – Oct-2049
Credit facility (1)		-			-			n/a		n/a	Mar-2027
Fair value debt adjustments, net		24.9			44.4			n/a		n/a		n/a
Deferred financing costs, net (2)		(65.0	)		(66.4	)		n/a		n/a		n/a
	$	7,262.9		$	6,781.0			3.66%*		3.45%*

Weighted-average interest rate

	(1)	Accrues interest at a rate of Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”), as defined, plus 0.755% as of December 31, 2023 and 2022.

	(2)	As of December 31, 2023 and 2022, the Company had $6.7 million and $2.5 million, respectively, of deferred financing costs, net related to the Credit Facility that are included in Other assets on the Company’s Consolidated Balance Sheets.

During the years ended December 31, 2023 and 2022, the Company issued the following senior unsecured notes (dollars in millions):

Date Issued	Amount Issued			Maturity Date
Oct-23	$	500.0	6.400%	Mar-34
Aug-22	$	650.0	4.600%	Feb-33
Feb-22	$	600.0	3.200%	Apr-32

During the year ended December 31, 2022, the Company repaid the following senior unsecured notes (dollars in millions):

Date Paid	Amount Repaid			Maturity Date
Sep-22 (1)	$	299.7	3.500%	Apr-23
Sep-22 (1) (2)	$	350.0	3.125%	Jun-23
Sep-22 (1) (2)	$	299.4	3.375%	Oct-22
Mar-22 (3)	$	500.0	3.400%	Nov-22

	(1)	There was no prepayment charge associated with this early repayment.

	(2)	Includes partial repayments during May and June 2022.

	(3)	The Company incurred a prepayment charge of $6.5 million and $0.7 million in write-off of deferred financing costs resulting from this early repayment, which are included in Early extinguishment of debt charges on the Company’s Consolidated Statements of Income.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

See Footnote 28 of the Notes to Consolidated Financial Statements for additional information regarding subsequent events.

The scheduled maturities of all notes payable, excluding unamortized fair value debt adjustments of $24.9 million and unamortized debt issuance costs of $65.0 million, as of December 31, 2023, were as follows (in millions):

		2024				2025				2026				2027				2028				Thereafter				Total
Principal payments		$	646.2			$	740.5			$	773.0			$	433.7			$	409.6			$	4,300.0			$	7,303.0

The Company’s supplemental indentures governing its Senior Unsecured Notes contain covenants whereby the Company is subject to maintaining (a) certain maximum leverage ratios on both unsecured senior corporate and secured debt, minimum debt service coverage ratios and minimum equity levels, (b) certain debt service ratios and (c) certain asset to debt ratios. In addition, the Company is restricted from paying dividends in amounts that exceed by more than $26.0 million the funds from operations, as defined therein, generated through the end of the calendar quarter most recently completed prior to the declaration of such dividend; however, this dividend limitation does not apply to any distributions necessary to maintain the Company's qualification as a REIT providing the Company is in compliance with its total leverage limitations. The Company was in compliance with all of the covenants as of December 31, 2023.

Interest on the Company’s fixed-rate Senior Unsecured Notes is payable semi-annually in arrears. Proceeds from these issuances were primarily used for the acquisition of shopping centers, the expansion and improvement of properties in the Company’s portfolio and the repayment of certain debt obligations of the Company.

Credit Facility

In February 2023, the Company obtained a new $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which replaced the Company’s existing $2.0 billion unsecured revolving credit facility which was scheduled to mature in March 2024. The Credit Facility is scheduled to expire in March 2027 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2028. The Credit Facility is guaranteed by the Parent Company. The Credit Facility could be increased to $2.75 billion through an accordion feature. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The Credit Facility accrues interest at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus 77.5 basis points and fluctuates in accordance with the Company’s credit ratings. The interest rate can be further adjusted upward or downward by a maximum of four basis points based on the sustainability metric targets, as defined in the agreement. The interest rate on the Credit Facility as of December 31, 2023 was 6.21% after a two-basis point reduction was achieved. Pursuant to the terms of the Credit Facility, the Company continues to be subject to the same covenants under the Company’s prior unsecured revolving credit facility. For a full description of the Credit Facility’s covenants refer to the Amended and Restated Credit Agreement dated as of February 23, 2023, filed as Exhibit 10.20 in our Annual Report on Form 10-K for the year ended December 31, 2022. As of December 31, 2023, the Credit Facility had no outstanding balance, no appropriations for letters of credit and the Company was in compliance with its covenants.

13. Mortgages Payable:

Mortgages, collateralized by certain shopping center properties (see Financial Statement Schedule III included in this annual report on Form 10-K), are generally due in monthly installments of principal and/or interest.

As of December 31, 2023 and 2022, the Company’s Mortgages payable, net consisted of the following (dollars in millions):

	Carrying Amount at December 31,						Interest Rate at December 31,				Maturity Date at
	2023			2022			2023		2022		December 31, 2023
Mortgages payable	$	355.7		$	379.3			3.33% - 7.23%		3.23% - 7.23%	May-2024 – Jun-2031
Fair value debt adjustments, net		(0.6	)		(0.7	)		n/a		n/a		n/a
Deferred financing costs, net		(1.2	)		(1.7	)		n/a		n/a		n/a
	$	353.9		$	376.9			4.22%*		4.16%*

Weighted-average interest rate

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During 2023, the Company (i) assumed $37.2 million of individual non-recourse mortgage debt through the acquisition of two operating properties, which it subsequently repaid in March 2023 and (ii) repaid $12.3 million of mortgage debt that encumbered two operating properties and a consolidated joint venture operating property.

During 2022, the Company (i) assumed $79.4 million of mortgage debt (including fair market value adjustment of $9.4 million) encumbering six operating properties acquired in 2022, (ii) obtained a $19.0 million mortgage relating to a consolidated joint venture operating property and (iii) repaid $158.4 million of mortgage debt (including fair market value adjustment of $0.5 million) that encumbered 11 operating properties.

The scheduled principal payments (excluding any extension options available to the Company) of all mortgages payable, excluding unamortized fair value debt adjustments of $0.6 million and unamortized debt issuance costs of $1.2 million, as of December 31, 2023, were as follows (in millions):

		2024				2025				2026				2027				2028				Thereafter				Total
Principal payments		$	21.3			$	73.0			$	7.4			$	39.0			$	113.8			$	101.2			$	355.7

14. Other Liabilities:

Embedded Derivative Liability

The Company evaluates its financial instruments, including equity-linked financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in each reporting period as a component of “Other income/(loss), net” on our accompanying Consolidated Statements of Income. The classification of freestanding derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period.

During the year ended December 31, 2022, the Company entered into an agreement to purchase a portfolio of eight properties for a sales price of $376.5 million, which were encumbered by $88.8 million of mortgage debt. The Company paid cash of $152.1 million and issued 6,104,831 preferred units (“Preferred Outside Partner Units”) and 678,306 common units (“Common Outside Partner Units”) with a value of $135.7 million to the sellers (collectively, the “Outside Partner Units”).

The transaction includes a call option for the Company to purchase the Outside Partner’s Unit interests 10 years from the anniversary date of the agreement. The holders of the Outside Partner Units have a put option that would require the Company to purchase (i) 50% of the holder’s ownership interest after the first anniversary date, (ii) an additional 25% after the second anniversary date and (iii) the balance of the units after the third anniversary date. The put and call options cannot be separated from the noncontrolling interest. The noncontrolling interests associated with these units are classified in mezzanine equity as redeemable noncontrolling interests as a result of the put right available to the unit holders in the future, an event that is not solely in the Company’s control.

This arrangement included an embedded derivative which required separate accounting. The initial value of the embedded derivative was a liability of $56.0 million at the date of purchase. During 2023, certain unit holders exercised their put options to redeem a total of 2,183,075 Outside Partner Units (2,126,527 Preferred Outside Partner Units and 56,548 Common Outside Partner Units) which were redeemed for cash of $43.5 million. The Company estimated the fair value of the derivative liability using a “with-and-without” method. The “with-and-without” methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative was the fair value of the derivative liability on issuance. The analysis reflects the contractual terms of the redeemable preferred and common units and the estimated probability and timing of underlying events, triggering the put and call options, are inputs used to determine the estimated fair value of the embedded derivative. The Company has determined the majority of the inputs used to value its embedded derivative fall within Level 3 of the fair value hierarchy, and, as a result, the fair value valuation of its embedded derivative held as of December 31, 2023 was classified as Level 3 in the fair value hierarchy and are required to be measured at fair value on a recurring basis, see Footnote 17 of the Notes to Consolidated Financial Statements. The embedded derivative liability was $30.9 million at December 31, 2023.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

15. Noncontrolling Interests and Redeemable Noncontrolling Interests:

Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or having determined 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 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 Consolidated Statements of Income.

Noncontrolling interests

The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired in 2006 partially through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value adjustment of $15.1 million (collectively, the "Units"). Since the acquisition date the Company has redeemed a substantial portion of these units. As of December 31, 2023 and 2022, noncontrolling interests relating to the remaining units was $4.7 million. The Units related annual cash distribution rates and related conversion features consisted of the following as of December 31, 2023:

Type	Par Value Per Unit			Return Per Annum
Class B-1 Preferred Units (1)	$	10,000	166		7.0%
Class B-2 Preferred Units (2)	$	10,000	21		7.0%
Class C DownREIT Units (1)	$	30.52	52,797	Equal to the Company’s common stock dividend

	(1)	These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock, based upon the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets.

	(2)	These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.

The Company owns a shopping center located in Bay Shore, NY, which was acquired in 2006 with the issuance of 647,758 redeemable Class B Units at a par value of $37.24 per unit. The units accrue a return equal to the Company’s common stock dividend and are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a ratio of 1:1. These units are callable by the Company any time after April 3, 2028 and are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets. The redemption value of these units is calculated using the 30-day weighted average closing price of the Company’s common stock prior to redemption. As of December 31, 2023 and 2022, noncontrolling interest relating to the remaining 377,837 Class B Units was $16.1 million.

Noncontrolling interests also includes 138,015 convertible units issued during 2006 by the Company, which were valued at $5.3 million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in Albany, NY. These units are currently redeemable at the option of the holder for cash or at the option of the Company for the Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal to the dividend rate of the Company’s common stock.

The Company acquired two consolidated joint ventures structured as DownREIT partnerships. The Raleigh Limited Partnership had 1,813,615 units and the Madison Village Limited Partnership had 174,411 units, together which had an aggregate fair value of $41.7 million. These ventures allow the outside limited partners to redeem their interest in the partnership (at the Company’s option) in cash or for the Company’s common stock at a ratio of 1:1. The unit holders are entitled to a distribution equal to the dividend rate of the Company’s common stock. During 2023, all 174,411 outstanding units in the Madison Village Limited Partnership were redeemed for $3.0 million in cash. This transaction resulted in a net decrease in Noncontrolling interests of $3.7 million and a corresponding increase in Paid-in capital totaling $0.7 million, on the Company’s Consolidated Balance Sheets. During 2022, 73,286 units in the Raleigh Limited Partnership were redeemed for 73,286 common shares of the Company’s common stock with a redemption value of $1.7 million. This transaction resulted in a net decrease in Noncontrolling interests of $1.5 million and a corresponding decrease in Common stock and Paid-in capital totaling $1.5 million, on the Company’s Consolidated Balance Sheets. As of December 31, 2023 and 2022, the aggregate redemption value of these noncontrolling interests was $34.9 million and $38.6 million, respectively.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During 2022, a consolidated joint venture, in which the Company had a 15% controlling interest, disposed of five properties (encumbered by $42.8 million of mortgage debt, in aggregate) for a sales price of $105.5 million, in aggregate. The Company recognized impairment charges of $19.0 million, before the partner’s $15.8 million noncontrolling interests share of the impairment. As a result of this transaction, the noncontrolling partner received a distribution of $50.3 million.

Redeemable noncontrolling interests

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 Consolidated Balance Sheets.

The Company owns eight shopping center properties located in Long Island, NY, which were acquired partially through the issuance of $122.1 million of Preferred Outside Partner Units and $13.6 million of Common Outside Partner Units during 2022, see Footnote 14 of the Notes to Consolidated Financial Statements included in this Form 10-K. Upon acquisition, the Outside Partner Units related to these acquisitions totaled $135.7 million of units, including noncontrolling interests of $79.7 million and an embedded derivative liability associated with put and call options of these unitholders of $56.0 million. The noncontrolling interest is classified as mezzanine equity and included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets as a result of the put right available to the unit holders, an event that is not solely in the Company’s control. During 2023, 2,126,527 Preferred Outside Partner Units and 56,548 Common Outside Partner Units were redeemed for cash of $43.5 million. This transaction resulted in a net decrease in Redeemable noncontrolling interests of $21.1 million and a decrease in Other liabilities of $22.4 million on the Company’s Consolidated Balance Sheets. The Outside Partner Units related annual cash distribution rates and related conversion features consisted of the following as of December 31, 2023:

Type		Par Value Per Unit				Number of Units Remaining				Return Per Annum
Preferred Outside Partner Units		$	20.00				3,978,304				3.75	%
Common Outside Partner Units		$	20.00				621,758			Equal to the Company’s common stock dividend

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years ended December 31, 2023 and 2022 (in thousands):

	2023			2022
Balance at January 1,	$	92,933		$	13,480
Fair value allocation to unitholders/partnership interest (1)		-			79,663
Income		5,820			1,770
Distributions		(5,820	)		(1,771	)
Redemption/conversion of noncontrolling interests (1)		(21,070	)		(209	)
Adjustment to estimated redemption value		414			-
Balance at December 31,	$	72,277		$	92,933

	(1)	Relates to Preferred and Common Outside Partner Units, which were issued during 2022 and partially redeemed during 2023 described above.

16. Variable Interest Entities (“VIE”):

Included within the Company’s operating properties at December 31, 2023 and 2022, are 30 and 32 consolidated entities, respectively, 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 because the unrelated investors do not have 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 December 31, 2023, total assets of these VIEs were $1.8 billion and total liabilities were $180.9 million. At December 31, 2022, total assets of these VIEs were $1.8 billion and total liabilities were $199.1 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.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). The assets of the unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining VIE assets are encumbered by third-party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages 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 Consolidated Balance Sheets are as follows (dollars in millions):

	December 31,
	2023		2022

Number of unencumbered VIEs		28		29
Number of encumbered VIEs		2		3
Total number of consolidated VIEs		30		32

Restricted Assets:
Real estate, net	$	379.8	$	425.5
Cash and cash equivalents		3.9		7.9
Accounts and notes receivable, net		3.6		1.7
Other assets		1.3		1.5
Total Restricted Assets	$	388.6	$	436.6

VIE Liabilities:
Mortgages payable, net	$	97.3	$	109.7
Accounts payable and accrued expenses		11.4		10.9
Operating lease liabilities		5.0		5.2
Other liabilities		67.2		73.3
Total VIE Liabilities	$	180.9	$	199.1

Unconsolidated Redevelopment Investment

Included in the Company’s preferred equity investments at December 31, 2023, is an unconsolidated development project which is a VIE for which the Company is not the primary beneficiary. This preferred equity investment was primarily established to develop real estate property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as development costs are funded by the partners over the construction period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partners and therefore does not have a controlling financial interest.

As of December 31, 2023, the Company’s investment in this VIE was $33.3 million, which is included in Other investments on the Company’s Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $35.7 million, which is the Company's carrying value in this investment and its remaining capital commitment obligation. The Company has not provided financial support to this VIE that it was not previously contractually required to provide. All future costs of development will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages and construction loan financing.

17. Fair Value Disclosure of Financial Instruments:

All financial instruments of the Company are reflected in the accompanying 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 and mortgage and other finance receivables 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. The fair value for embedded derivative liability is based on using the “with-and-without” method. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

As a basis for considering market participant assumptions in fair value measurements, the FASB’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 fair value differs from the carrying amounts (in thousands):

	December 31,
	2023				2022
	Carrying Amounts		Estimated Fair Value		Carrying Amounts		Estimated Fair Value
Assets:
Mortgage and other financing receivables (1)	$	130,745	$	122,323	$	87,359	$	87,359
Liabilities:
Notes payable, net (2)	$	7,262,851	$	6,671,450	$	6,780,969	$	5,837,401
Mortgages payable, net (3)	$	353,945	$	329,955	$	376,917	$	311,659

	(1)	The Company determined that the valuation of its mortgage and other financing receivables were classified within Level 3 of the fair value hierarchy.

	(2)	The Company determined that the valuation of its senior unsecured notes were classified within Level 2 of the fair value hierarchy. The estimated fair value amounts classified as Level 2 as of December 31, 2023 and 2022, were $6.7 billion and $5.8 billion, respectively. The carrying value includes deferred financing costs of $65.0 million and $66.4 million as of December 31, 2023 and 2022, respectively.

	(3)	The Company determined that its valuation of its mortgages payable were classified within Level 3 of the fair value hierarchy. The carrying value includes deferred financing costs of $1.2 million and $1.7 million as of December 31, 2023 and 2022, respectively.

The Company has certain financial instruments that must be measured under the FASB’s Fair Value Measurements and Disclosures guidance, including available for sale securities and embedded derivative liabilities. 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.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level of the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and 2022, aggregated by the level of the fair value hierarchy within which those measurements fall (in thousands):

	Balance at December 31, 2023		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	330,057	$	330,057	$	-	$	-
Liabilities:
Embedded derivative liability	$	30,914	$	-	$	-	$	30,914

	Balance at December 31, 2022		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	597,732	$	597,732	$	-	$	-
Liabilities:
Embedded derivative liability	$	56,000	$	-	$	-	$	56,000

The significant unobservable input (Level 3 inputs) used in measuring the Company’s embedded derivative liability, which is categorized with Level 3 of the fair value hierarchy, is the discount rate of 6.40% and 8.00% as of December 31, 2023 and 2022, respectively.

The table below summarizes the change in the fair value of the embedded derivative liability for the year ended _December 31, 2023 (_in thousands):

		Fair Value of Embedded Derivative Liability
Balance as of January 1, 2023	$	56,000
Settlements		(22,446)
Change in fair value (included in Other income, net)		(734)
Change in fair value (included in Paid-in capital)		(1,906)
Balance as of December 31, 2023	$	30,914

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Assets measured at fair value on a non-recurring basis at December 31, 2023 are as follows (in thousands):

		Balance at December 31, 2023				Level 1				Level 2				Level 3

Real estate		$	11,724			$	-			$	-			$	11,724

During the year ended December 31, 2023, the Company recognized impairment charges related to adjustments to property carrying values of $14.0 million. The Company’s estimated fair values of these assets were primarily based upon estimated sales prices from signed contracts or letters of intent from third-party offers, which were less than the carrying value of the assets. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third-party offers. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy.

18. Preferred Stock, Common Stock and Convertible Unit Transactions:

Preferred Stock

The Company’s Board of Directors had authorized the repurchase of up to 894,000 depositary shares of Class L Preferred Stock and 1,048,000 depositary shares of Class M Preferred Stock through December 31, 2023, which represented up to 1,942 shares of the Company’s preferred stock, par value $1.00 per share. During the year ended December 31, 2023, the Company repurchased the following preferred stock:

Class of Preferred Stock		Depositary Shares Repurchased				Purchase Price (in thousands)
Class L			43,777			$	973.4
Class M			23,791			$	515.9

During January 2024, the Company’s Board of Directors authorized the repurchase of up to 891,000 depositary shares of Class L Preferred Stock, 1,047,000 depositary shares of Class M Preferred Stock, and 185,000 depositary shares of Class N Preferred Stock through February 28, 2026. See Footnote 28 of the Notes to Consolidated Financial Statements for additional information regarding subsequent events.

The Company’s outstanding Preferred Stock is detailed below (in thousands, except share data and par values):

As of December 31, 2023
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		8,902	$	222,543		5.125	%	$	1.28125	$	1.00	8/16/2022
Class M		10,580		10,465		261,636		5.250	%	$	1.31250	$	1.00	12/20/2022
				19,367	$	484,179

As of December 31, 2022
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		8,946	$	223,637		5.125	%	$	1.28125	$	1.00	8/16/2022
Class M		10,580		10,489		262,231		5.250	%	$	1.31250	$	1.00	12/20/2022
				19,435	$	485,868

The Company’s Class L and Class M Preferred Stock Depositary Shares are not convertible or exchangeable for any other property or securities of the Company.

Voting Rights

The Class L and M Preferred Stock rank pari passu as to voting rights, priority for receiving dividends and liquidation preference as set forth below.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

As to any matter on which the Class L or M Preferred Stock may vote, including any actions by written consent, each share of the Class L or M Preferred Stock shall be entitled to 1,000 votes, each of which 1,000 votes may be directed separately by the holder thereof. With respect to each share of Class L or M Preferred Stock, the holder thereof may designate up to 1,000 proxies, with each such proxy having the right to vote a whole number of votes (totaling 1,000 votes per share of Class L or M Preferred Stock). As a result, each Class L or M Depositary Share is entitled to one vote.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the affairs of the Company, preferred stock holders are entitled to be paid, out of the assets of the Company legally available for distribution to its stockholders, a liquidation preference of $25,000 per share of Class L Preferred Stock and $25,000 per share of Class M Preferred Stock ($25.00 per each Class L and Class M Depositary Share), plus an amount equal to any accrued and unpaid dividends to the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other capital stock that ranks junior to the preferred stock as to liquidation rights.

Common Stock

The Company has a common share repurchase program, which is scheduled to expire February 28, 2026. Under this program, 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 2023 and 2022. As of December 31, 2023, the Company had $224.9 million available under this share repurchase program.

During September 2023, the Company established an at-the-market continuous offering program (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, as amended, 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. In addition, the Company may, from time to time, enter into separate forward sale agreements with one or more banks. The Company did not issue any shares under the ATM Program during the year ended December 31, 2023. As of December 31, 2023, the Company had $500.0 million available under this ATM Program.

The Company, from time to time, repurchases shares of its common stock in amounts that offset new issuances of common stock relating to the exercise of stock options or the issuance of restricted stock awards. These repurchases may occur in open market purchases, privately negotiated transactions or otherwise subject to prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. During 2023, 2022 and 2021, the Company repurchased 761,149, 567,450 and 1,084,953 shares, respectively, relating to shares of common stock surrendered to the Company to satisfy statutory minimum tax withholding obligations relating to the vesting of restricted stock awards under the Company’s equity-based compensation plans.

Convertible Units

The Company has various types of convertible units that were issued in connection with the purchase of operating properties (see Footnote 15 of the Notes to Consolidated Financial Statements). The amount of consideration that would be paid to unaffiliated holders of units issued from the Company’s consolidated subsidiaries which are not mandatorily redeemable, as if the termination of these consolidated subsidiaries occurred on December 31, 2023, is $51.2 million. The Company has the option to settle such redemption in cash or shares of the Company’s common stock. If the Company exercised its right to settle in common stock, the unit holders would receive 2.4 million shares of common stock.

Dividends Declared

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

			Year Ended December 31,
	2023		2022		2021
Common Stock (1)	$	1.02000	$	0.84000	$	0.68000
Class L Depositary Shares	$	1.28125	$	1.28125	$	1.28125
Class M Depositary Shares	$	1.31250	$	1.31250	$	1.31250

	(1)	During 2023, the Company’s Board of Directors declared a $0.09 per common share special cash dividend to maintain distribution requirements as a REIT.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

19. Supplemental Schedule of Non-Cash Investing/Financing Activities:

The following schedule summarizes the non-cash investing and financing activities of the Company for the years ended December 31, 2023, 2022 and 2021 (in thousands):

	2023		2022		2021
Acquisition of real estate interests:
Mortgages debt	$	-	$	79,362	$	-
Other liabilities	$	-	$	59,000	$	-
Redeemable noncontrolling interests	$	-	$	79,663	$	-
Lease modification	$	12,527	$	-	$	-
Proceeds held in escrow through sale of real estate interests	$	3,524	$	-	$	-
Disposition of real estate interests through the issuance of mortgage receivables	$	25,000	$	-	$	-
Deconsolidation of real estate interests through contribution to other investments	$	19,618	$	-	$	-
Capital expenditures accrual	$	30,892	$	29,079	$	34,651
Surrender of common stock	$	16,327	$	13,790	$	20,909
Declaration of dividends paid in succeeding period	$	5,308	$	5,326	$	5,366
Increase/(decrease) in redeemable noncontrolling interests’ carrying amount	$	414	$	-	$	(2,304	)
Lease liabilities arising from obtaining operating right-of-use assets	$	1,481	$	-	$	553
Lease liabilities arising from obtaining financing right-of-use assets	$	3,161	$	-	$	-
Decrease in embedded derivative liability from extinguishment	$	1,906	$	-	$	-
Allocation of fair value to noncontrolling interests	$	-	$	-	$	2,068
Purchase price fair value adjustment to prepaid rent	$	-	$	-	$	15,620
Decrease in noncontrolling interests from redemption of units for common stock	$	-	$	1,613	$	1,540
Weingarten Merger:
Real estate assets	$	-	$	-	$	5,627,469
Investments in and advances to real estate joint ventures	$	-	$	-	$	585,382
Notes payable	$	-	$	-	$	(1,497,632	)
Mortgages payable	$	-	$	-	$	(317,671	)
Below-market leases	$	-	$	-	$	(119,373	)
Noncontrolling interests	$	-	$	-	$	(177,039	)
Other assets and liabilities, net	$	-	$	-	$	(154,775	)
Lease liabilities arising from obtaining operating right-of-use assets	$	-	$	-	$	32,569
Lease liabilities arising from obtaining financing right-of-use assets	$	-	$	-	$	23,026
Common stock issued in exchange for Weingarten common shares	$	-	$	-	$	(3,738,735	)
Consolidation of Joint Ventures:
Increase in real estate and other assets, net	$	54,345	$	-	$	506,266
Increase in mortgages payable, other liabilities and noncontrolling interests	$	37,187	$	-	$	234,091
Deconsolidation of Joint Venture:
Decrease in real estate and other assets, net	$	-	$	-	$	300,099
Decrease in mortgages payable and other liabilities	$	-	$	-	$	170,000

The following table provides a reconciliation of cash, cash equivalents and restricted cash recorded on the Company’s Consolidated Balance Sheets to the Company’s Consolidated Statements of Cash Flows (in thousands):

	As of December 31, 2023		As of December 31, 2022
Cash and cash equivalents	$	780,518	$	146,970
Restricted cash		3,239		2,859
Total cash, cash equivalents and restricted cash	$	783,757	$	149,829

20. Transactions with Related Parties:

Joint Ventures

The Company provides management services for shopping centers owned principally by affiliated entities and various real estate joint ventures in which certain stockholders of the Company have economic interests. Such services are performed pursuant to management agreements which provide for fees based upon a percentage of gross revenues from the properties and other direct costs incurred in connection with management of the centers. Substantially all of the Management and other fee income on the Company’s Consolidated Statements of Income constitute fees earned from affiliated entities. Reference is made to Footnote 6 of the Notes to Consolidated Financial Statements for additional information regarding transactions with related parties.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

During 2023, the Company acquired the remaining 85% interest in three operating properties from the Prudential Investment Program, in separate transactions, with an aggregate gross fair value of $150.7 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized net gains on change in control of interests of $7.7 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests. See Footnote 3 of the Notes to Consolidated Financial Statements for the operating properties acquired by the Company.

During 2022, the Company purchased the General Partner’s ownership interest in the KIR joint venture from Milton Cooper, Executive Chairman of the Board of Directors of the Company, for $0.1 million. There was no change in control as a result of this transaction.

Ripco

Ripco Real Estate Corp. (“Ripco”) business activities include serving as a leasing agent and representative for national and regional retailers including Target, Best Buy, Kohl’s and many others, providing real estate brokerage services and principal real estate investing. Todd Cooper, an officer and 50% shareholder of Ripco, is a son of Milton Cooper, Executive Chairman of the Board of Directors of the Company. During 2023, 2022 and 2021, the Company paid brokerage commissions of $0.5 million, $0.3 million and $0.4 million, respectively, to Ripco for services rendered primarily as leasing agent for various national tenants in shopping center properties owned by the Company.

Fifth Wall

Mary Hogan Preusse, a member of the Company’s Board of Directors, is a Senior Advisor at Fifth Wall. The Company holds an investment in the Fifth Wall’s Climate Technology Fund with a commitment of up to $25.0 million, of which $16.8 million has been funded as of December 31, 2023 and a cost method investment of $1.6 million within Fifth Wall’s Ventures SPV Fund as of December 31, 2023.

21. Commitments and Contingencies:

Letters of Credit

The Company has issued letters of credit in connection with the completion and repayment guarantees primarily on certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At December 31, 2023, these letters of credit aggregated $39.2 million.

Funding Commitments

The Company has investments, including Fifth Wall discussed above, with funding commitments of $64.7 million, of which $51.8 million has been funded as of December 31, 2023.

Other

The Parent Company guarantees the unsecured debt instruments of Kimco OP. These guarantees by the Parent Company are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such unsecured debt instruments. See Footnote 12 of the Notes to Consolidated Financial Statements for these unsecured debt instruments.

In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of December 31, 2023, there were $18.4 million in performance and surety bonds outstanding.

The Company provides a guaranty for the payment of any debt service shortfalls on the Sheridan Redevelopment Agency issued Series A bonds which are tax increment revenue bonds issued in connection with a development project in Sheridan, Colorado. These tax increment revenue bonds have a balance of $41.0 million outstanding at December 31, 2023. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ("PIF") to be assessed on current and future retail sales and, to the extent necessary, any amounts the Company may have to provide under a guaranty. The revenue generated from incremental sales, property taxes and PIF have satisfied the debt service requirements to date. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company taken as a whole as of December 31, 2023.

22. Incentive Plans:

In May 2020, the Company’s stockholders approved the 2020 Equity Participation Plan (the “2020 Plan”), which is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan (the “2010 Plan” and together with the 2020 Plan, the “Plan”) that expired in March 2020. The 2020 Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, long term incentive plan units, stock payments and deferred stock awards. At December 31, 2023, the Company had 4.9 million shares of common stock available for issuance under the 2020 Plan.

The Company accounts for equity awards in accordance with FASB’s Compensation – Stock Compensation guidance which requires that all share-based payments to employees, including grants of employee stock options, restricted stock and performance shares, be recognized in the Consolidated Statements of Income over the service period based on their fair values. Fair value of performance awards is determined using the Monte Carlo method, which is intended to estimate the fair value of the awards at the grant date. Fair value of restricted shares is based on the price on the date of grant.

The Company recognized expense associated with its equity awards of $33.1 million, $26.6 million and $23.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the Company had $51.5 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.7 years.

Stock Options

During 2023, 2022 and 2021, the Company did not grant any stock options. Information with respect to stock options outstanding under the 2010 Plan for the years ended December 31, 2023, 2022 and 2021 are as follows:

			Weighted-Average Exercise Price Per Share		Aggregate Intrinsic Value (in millions)
Options outstanding, January 1, 2021	1,162,321		$	20.03	$	-
Exercised	(315,750	)	$	19.19	$	1.1
Forfeited	(357,816	)	$	19.01
Options outstanding, December 31, 2021	488,755		$	21.48	$	1.5
Exercised	(205,871	)	$	20.56	$	0.8
Forfeited	(750	)	$	19.70
Options outstanding, December 31, 2022	282,134		$	22.13	$	-
Exercised	(173,038	)	$	21.54	$	0.1
Forfeited	(109,096	)	$	21.61
Options outstanding, December 31, 2023	-		$	-	$	-
Options exercisable (fully vested)
December 31, 2021	488,755		$	21.48	$	1.5
December 31, 2022	282,134		$	22.13	$	-
December 31, 2023	-		$	-	$	-

Cash received from options exercised under the 2010 Plan was $3.7 million, $4.2 million and $6.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Restricted Stock

Information with respect to restricted stock under the Plan for the years ended December 31, 2023, 2022 and 2021 are as follows:


Restricted stock outstanding as of January 1,	2,605,970		2,347,608		2,394,825
Granted (1)	893,880		819,090		754,560
Vested	(740,866	)	(511,772	)	(759,665	)
Forfeited	(12,868	)	(48,956	)	(42,112	)
Restricted stock outstanding as of December 31,	2,746,116		2,605,970		2,347,608

(1)	The weighted-average grant date fair value for restricted stock issued during the years ended December 31, 2023, 2022 and 2021 were $21.30, $24.27 and $17.81, respectively.

Restricted shares have the same voting rights as the Company’s common stock and are entitled to a cash dividend per share equal to the Company’s common dividend which is taxable as ordinary income to the holder. For the years ended December 31, 2023, 2022 and 2021, the dividends paid on unvested restricted shares were $3.1 million, $2.5 million and $1.8 million, respectively.

Performance Shares

Information with respect to performance share awards under the Plan for the years ended December 31, 2023, 2022 and 2021 are as follows:


Performance share awards outstanding as of January 1,	1,004,040		1,052,100		913,800
Granted (1)	531,200		458,660		545,380
Vested (2)	(545,380	)	(506,720	)	(407,080	)
Performance share awards outstanding as of December 31,	989,860		1,004,040		1,052,100

(1)	The weighted-average grant date fair value for performance shares issued during the years ended December 31, 2023, 2022 and 2021 were $42.61, $31.19 and $22.96, respectively.

(2)	For the years ended December 31, 2023, 2022 and 2021, the corresponding common stock equivalent of these vested awards were 970,231, 998,238 and 814,160 shares, respectively.

The more significant assumptions underlying the determination of fair values for these performance awards granted during 2023, 2022 and 2021 were as follows:

	2023			2022			2021
Stock price	$	21.30		$	24.27		$	17.87
Dividend yield (1)		0	%		0	%		0	%
Risk-free rate		4.38	%		1.72	%		0.20	%
Volatility (2)		44.89	%		49.07	%		48.41	%
Term of the award (years)		2.87			2.87			2.86

(1)	Total Shareholder Returns, as used in the performance share awards computation, are measured based on cumulative dividend stock prices, as such a zero percent dividend yield is utilized.

(2)	Volatility is based on the annualized standard deviation of the daily logarithmic returns on dividend-adjusted closing prices over the look-back period based on the term of the award.

Other

The Company maintains a 401(k)-retirement plan covering substantially all officers and employees, which permits participants to defer up to the maximum allowable amount determined by the Internal Revenue Service of their eligible compensation. This deferred compensation, together with Company matching contributions, which generally equal employee deferrals up to a maximum of 5% of their eligible compensation, is fully vested and funded as of December 31, 2023. The Company’s contributions to the plan were $2.7 million, $2.6 million and $2.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. In addition during 2023, the Company provided a discretionary match in the amount of $3.9 million to all participants in the 401(k)-retirement plan.

The Company recognized severance costs associated with employee retirements and terminations during the years ended December 31, 2023, 2022 and 2021, of $0.4 million, $1.5 million and $14.4 million (including $13.7 million of severance costs included in Merger charges on the Company’s Consolidated Statements of Income), respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

23. Defined Benefit Plan:

In August 2021, the Company assumed sponsorship of Weingarten Realty Investors’ noncontributory qualified cash balance retirement plan (“the Benefit Plan”) in connection with the merger with Weingarten. The Benefit Plan was frozen as of the date of the merger and subsequently terminated as of December 31, 2021. On March 28, 2023, the Internal Revenue Service (the “IRS”) issued a favorable determination letter for the termination of the Benefit Plan. As a result, the Company elected to settle the Benefit Plan’s obligations through third-party annuity payments, lump sum distributions and direct rollover of funds in an Individual Retirement Account (“IRA Rollovers”) based on elections made by the Benefit Plan’s participants.

During 2023, the Benefit Plan’s obligations were settled through third-party annuity contracts, lump sum distributions and IRA Rollovers. In addition, during 2023, the Benefit Plan transferred excess assets with a value of $3.9 million to the qualified replacement plan managed by the Company and reverted excess assets with a value of $11.0 million to the Company. Upon the liquidation of the Benefit Plan, the Company realized $10.8 million of settlement gains during the year ended December 31, 2023, which are included in Other income, net on the Company’s Consolidated Statements of Income and were previously included in Accumulated other comprehensive income on the Company’s Consolidated Balance Sheets. In addition, the Company incurred excise taxes of $2.2 million resulting from the pension reversion of excess pension plan assets during the year ended December 31, 2023, which are included in Other income, net on the Company’s Consolidated Statements of Income.

The following table summarizes the measurement changes in the Benefit Plan’s projected benefit obligation, plan assets and funded status, as well as the components of net periodic benefit costs, including key assumptions, from January 1, 2023 through _December 31, 2023 (_in thousands):

	2023			2022
Change in Projected Benefit Obligation:
Benefit obligation at beginning of period	$	26,165		$	36,995
Interest cost		982			1,052
Settlement payments		(25,480	)		-
Actuarial gain		(189	)		(9,781	)
Benefit payments		(1,478	)		(2,101	)
Benefit obligation at end of period	$	-		$	26,165
Change in Plan Assets:
Fair value of plan assets at beginning of period	$	40,586		$	43,653
Actual return on plan assets		1,299			(966	)
Excess assets transfer		(14,927	)		-
Settlement payments		(25,480	)		-
Benefit payments		(1,478	)		(2,101	)
Fair value of plan assets at end of period	$	-		$	40,586
Funded status at end of period (included in Accounts and notes receivable)	$	-		$	14,421
Accumulated benefit obligation	$	-		$	26,165
Net gain recognized in Accumulated other comprehensive income	$	267		$	10,581

The components of net periodic benefit income/(cost), included in Other income, net in the Company’s Consolidated Statements of Income for the years ended December 31, 2023 and 2022 are as follows (in thousands):

	2023			2022
Interest cost	$	(982	)	$	(1,052	)
Expected return on plan assets		1,221			413
Amortization of net gain		-			37
Settlement gain		10,848			-
Total	$	11,087		$	(602	)

The weighted-average assumptions used to determine the benefit obligation as of December 31, 2022 are as follows:


Discount rate	4.88	%
Salary scale increases	N/A
Interest credit rate for cash balance plan	4.50	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

24. Income Taxes:

The Company elected to qualify as a REIT in accordance with the Code commencing with its taxable year which began January 1, 1992. To qualify as a REIT, the Company must meet several organizational and operational requirements, and is required to annually distribute at least 90% of its net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, 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. Management intends to adhere to these requirements and maintain the Company’s REIT status. As a REIT, the Company generally will not be subject to corporate federal income tax, provided that dividends to its stockholders equal at least the amount of its REIT taxable income. If the Company were to fail to qualify as a REIT in any taxable year, it would be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and would not be permitted to elect REIT status for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed taxable income. In addition, taxable income from non-REIT activities managed through TRSs is subject to federal, state and local income taxes.

Reconciliation between GAAP Net Income and Federal Taxable Income

The following table reconciles GAAP net income to taxable income for the years ended December 31, 2023, 2022 and 2021 (in thousands):

	2023			2022			2021
	(Estimated)			(Actual)			(Actual)
GAAP net income attributable to the Company	$	654,273		$	125,976		$	844,059
GAAP net income attributable to TRSs		(64	)		(5,042	)		(23,365	)
GAAP net income from REIT operations (1)		654,209			120,934			820,694
Federal income taxes		50,661			47,328			-
Net book depreciation in excess of tax depreciation		95,468			120,446			77,951
Deferred/prepaid/above-market and below-market rents, net		(31,982	)		(38,479	)		(31,666	)
Fair market value debt amortization		(21,053	)		(38,303	)		(17,961	)
Book/tax differences from executive compensation		31,169			23,248			19,882
Book/tax differences from equity awards		(7,157	)		(7,846	)		(3,714	)
Book/tax differences from defined benefit plan		2,948			-			(2,948	)
Book/tax differences from investments in and advances to real estate joint ventures		27,163			11,736			16,030
Book/tax differences from sale of properties		177,772			217,797			(50,955	)
Book/tax differences from accounts receivable		(4,284	)		(8,430	)		(17,707	)
Book adjustment to property carrying values and marketable equity securities		(24,275	)		335,199			(503,847	)
Taxable currency exchange (loss)/gain, net		(2,446	)		198			1,945
Tangible property regulation deduction		(65,000	)		(61,492	)		-
GAAP change in ownership of joint venture interests		(7,574	)		45,767			(5,607	)
Dividends from TRSs		-			243			23,314
Severance accrual		(573	)		(2,065	)		(5,608	)
Other book/tax differences, net (2)		7,803			2,115			(20,299	)
Adjusted REIT taxable income (3)	$	882,849		$	768,396		$	299,504

Certain amounts in the prior periods have been reclassified to conform to the current year presentation in the table above.

(1)	All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interests and TRSs.

(2)	Includes merger related book/tax differences of $4.8 million and ($20.7) million for the years ended December 31, 2023 and 2021, respectively.
(3)	Includes a long term capital gain of $241.2 million and $251.5 million for the years ended December 31, 2023 and 2022, respectively, for which the Company elected to pay the associated corporate income taxes.

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Characterization of Distributions

The following characterizes distributions paid for tax purposes for the years ended December 31, 2023, 2022 and 2021, (amounts in thousands):

	2023				2022				2021
Preferred L Dividends
Ordinary income	$	11,432	100	%	$	9,657	84	%	$	11,185	97	%
Capital gain		-	-			1,839	16	%		346	3	%
	$	11,432	100	%	$	11,496	100	%	$	11,531	100	%
Preferred M Dividends
Ordinary income	$	13,749	100	%	$	11,615	84	%	$	13,469	97	%
Capital gain		-	-			2,212	16	%		417	3	%
	$	13,749	100	%	$	13,827	100	%	$	13,886	100	%
Common Dividends
Ordinary income	$	622,885	99	%	$	418,725	81	%	$	273,272	77	%
Capital gain		-	-			82,711	16	%		10,647	3	%
Return of capital		6,292	1	%		15,508	3	%		70,980	20	%
	$	629,177	100	%	$	516,944	100	%	$	354,899	100	%
Total dividends distributed for tax purposes	$	654,358			$	542,267			$	380,316

For the years ended December 31, 2023 and 2022, the Company elected to retain the proceeds from the sale of ACI stock for general corporate purposes in lieu of distributing to its shareholders. This undistributed long-term capital gain is allocated to, and reportable by, each shareholder, and each shareholder is also entitled to claim a federal income tax credit for its allocable share of the federal income tax paid by the Company. The allocable share of the long-term capital gain and the federal tax credit will be reported to direct holders of Kimco common shares, on Form 2439, and to others in year-end reporting documents issued by brokerage firms if Kimco shares are held in a brokerage account. For the year ended December 31, 2021, cash dividends paid for tax purposes were equivalent to, or in excess of, taxable income.

Taxable REIT Subsidiaries and Taxable Entities

The Company is subject to federal, state and local income taxes on income reported through its TRS activities, which include wholly owned subsidiaries of the Company. The Company’s TRSs include Kimco Realty Services II, Inc., FNC Realty Corporation, Kimco Insurance Company, Weingarten Investments Inc. and the consolidated entity, Blue Ridge Real Estate Company/Big Boulder Corporation.

Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of taxable assets and liabilities. The Company’s (provision)/benefit for income taxes relating to the Company for the years ended December 31, 2023, 2022 and 2021, are summarized as follows (in thousands):

	2023			2022			2021
TRSs and taxable entities	$	(83	)	$	533		$	(3,380	)
REIT (1)		(60,869	)		(57,187	)		-
Total tax provision	$	(60,952	)	$	(56,654	)	$	(3,380	)

	(1)	During 2023 and 2022, the Company sold shares of ACI common stock and recognized long-term capital gains for tax purposes of $241.2 million and $251.5 million, respectively. The Company elected to retain the proceeds from these stock sales for general corporate purposes and pay corporate income tax on the taxable gains. During 2023, the Company incurred federal taxes of $50.7 million and state and local taxes of $10.2 million. During 2022, the Company incurred federal taxes of $47.3 million and state and local taxes of $9.9 million. This undistributed long-term capital gain is allocated to, and reportable by, each shareholder, and each shareholder is also entitled to claim a federal income tax credit for its allocable share of the federal income tax paid by the Company. The allocable share of the long-term capital gain and the federal tax credit will be reported to direct holders of Kimco common stock, on Form 2439, and to others in year-end reporting documents issued by brokerage firms if the Company’s common stock is held in a brokerage account.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

Deferred Tax Assets, Liabilities and Valuation Allowances

The Company’s deferred tax assets and liabilities at December 31, 2023 and 2022, were as follows (in thousands):

	2023			2022
Deferred tax assets:
Tax/GAAP basis differences	$	3,293		$	4,165
Net operating losses (1)		4,463			1,836
Valuation allowance		(3,776	)		-
Total deferred tax assets		3,980			6,001
Deferred tax liabilities		(5,843	)		(6,551	)
Net deferred tax liabilities	$	(1,863	)	$	(550	)

	(1)	Net operating losses do not expire.

The major differences between the GAAP basis of accounting and the basis of accounting used for federal and state income tax reporting consist of depreciation and amortization, impairment charges recorded for GAAP purposes, but not recognized for tax purposes, rental revenue recognized on the straight-line method for GAAP, reserves for doubtful accounts, above-market and below-market lease amortization, differences in GAAP and tax basis of assets sold, and the period in which certain gains were recognized for tax purposes, but not yet recognized under GAAP.

Deferred tax assets and deferred tax liabilities are included in the captions Other assets and Other liabilities on the Company’s Consolidated Balance Sheets at December 31, 2023 and 2022.

Under GAAP a reduction of the carrying amounts of deferred tax assets by a valuation allowance is required, if, based on the evidence available, it is more likely than not (a likelihood of more than 50%) that some portion or all of the deferred tax assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized.

Uncertain Tax Positions

As of December 31, 2023 and 2022, the Company had no accrual for uncertain tax positions and related interest under the provisions of the authoritative guidance that addresses accounting for income taxes. The Company does not believe that the total amount of unrecognized tax benefits as of December 31, 2023, will significantly increase within the next 12 months.

25. Captive Insurance Company:

In October 2007, the Company formed a wholly owned captive insurance company, KIC, which provides general liability insurance coverage for all losses below the deductible under the Company’s third-party liability insurance policy. The Company created KIC as part of its overall risk management program and to stabilize its insurance costs, manage exposure and recoup expenses through the functions of the captive program. The Company capitalized KIC in accordance with the applicable regulatory requirements. KIC established annual premiums based on projections derived from the past loss experience of the Company’s properties. KIC has engaged an independent third party to perform an actuarial estimate of future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Premiums paid to KIC may be adjusted based on this estimate. Like premiums paid to third-party insurance companies, premiums paid to KIC may be reimbursed by tenants pursuant to specific lease terms. KIC assumes occurrence basis general liability coverage (not including casualty loss or business interruption) for the Company and its affiliates under the terms of a reinsurance agreement entered into by KIC and the reinsurance provider.

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From October 1, 2007 through December 31, 2023, KIC assumes 100% of the first $250,000 per occurrence risk layer. This coverage is subject to annual aggregates ranging between $7.8 million and $14.2 million per policy year. The annual aggregate is adjustable based on the amount of audited square footage of the insureds’ locations and can be adjusted for subsequent program years. Defense costs erode the stated policy limits. KIC is required to pay the reinsurance provider for unallocated loss adjustment expenses an amount ranging between 8.0% and 12.2% of incurred losses for the policy periods ending September 30, 2008 through February 1, 2021. Beginning February 1, 2021 through February 1, 2025, ULAE is billed on a fee per claim basis ranging between $53 and $1,599 based on the claim type. These amounts do not erode the Company’s per occurrence or aggregate limits.

As of December 31, 2023, the Company maintained letters of credit in the amount of $24.7 million issued in favor of the reinsurance provider to provide security for the Company’s obligations under its agreements with the reinsurance providers.

Activity in the liability for unpaid losses and loss adjustment expenses for the years ended December 31, 2023 and 2022 is summarized as follows (in thousands):

	2023			2022
Balance at the beginning of the year	$	20,202		$	19,655
Incurred related to:
Current year		6,097			5,694
Prior years (1)		2,644			125
Total incurred		8,741			5,819
Paid related to:
Current year		(817	)		(645	)
Prior years		(7,243	)		(4,627	)
Total paid		(8,060	)		(5,272	)
Balance at the end of the year	$	20,883		$	20,202

(1)	Relates to changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses.

26. Accumulated Other Comprehensive Income (“AOCI”):

The following table displays the change in the components of AOCI for the years ended December 31, 2023 and 2022 (in thousands):

	Unrealized Gains Related to Defined Benefit Plan			Unrealized Gains Related to Equity Method Investments		Total
Balance as of January 1, 2023	$	10,581		$	-	$	10,581
Other comprehensive income before reclassifications		267			3,329		3,596
Amounts reclassified from AOCI (1)		(10,848	)		-		(10,848	)
Net current-period other comprehensive income		(10,581	)		3,329		(7,252	)
Balance as of December 31, 2023	$	-		$	3,329	$	3,329

	(1)	Amounts are included in Other income, net on the Company’s Consolidated Statements of Income. See Footnote 23 of the Notes to Consolidated Financial Statements for defined benefit plan disclosure.

	Unrealized Gains Related to Defined Benefit Plan
Balance as of January 1, 2022	$	2,216
Other comprehensive income before reclassifications		8,365
Amounts reclassified from AOCI		-
Net current-period other comprehensive income		8,365
Balance as of December 31, 2022	$	10,581

106

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

27. 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):

	For the Year Ended December 31,
	2023			2022			2021
Computation of Basic and Diluted Earnings Per Share:
Net income available to the Company's common shareholders	$	629,252		$	100,758		$	818,643
Change in estimated redemption value of redeemable noncontrolling interests		2,323			-			2,304
Earnings attributable to participating securities		(2,819	)		(2,182	)		(5,346	)
Net income available to the Company’s common shareholders for basic earnings per share		628,756			98,576			815,601
Distributions on convertible units		53			-			3,087
Net income available to the Company’s common shareholders for diluted earnings per share	$	628,809		$	98,576		$	818,688

Weighted average common shares outstanding – basic		616,947			615,528			506,248
Effect of dilutive securities (1):
Equity awards		1,132			2,283			2,422
Assumed conversion of convertible units		120			47			2,715
Weighted average common shares outstanding – diluted		618,199			617,858			511,385

Net income available to the Company's common shareholders:
Basic earnings per share	$	1.02		$	0.16		$	1.61
Diluted earnings per share	$	1.02		$	0.16		$	1.60

(1)

The effect of the assumed conversion of certain convertible units had an anti-dilutive effect upon the calculation of Net income available to the Company’s common shareholders per share. Accordingly, the impact of such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 0.3 million stock options that were not dilutive as of December 31, 2022.

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.

28. Subsequent Events:

RPT Merger

On August 28, 2023, the Company and RPT announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which the Company would acquire RPT through a series of mergers (collectively the “RPT Merger”). On January 2, 2024, RPT merged with and into the Company, with the Company continuing as the surviving public company. The RPT Merger added 56 open-air shopping centers, 43 of which are wholly owned and 13 of which are owned through a joint venture, comprising 13.3 million square feet of GLA, to the Company’s existing portfolio of 523 properties. In addition, pursuant to the RPT Merger, the Company obtained RPT’s 6% stake in a 49-property net lease joint venture.

Under the terms of the Merger Agreement, each RPT common share was converted into 0.6049 of a newly issued share of the Company’s common stock, together with cash in lieu of fractional shares and each 7.25% Series D Cumulative Convertible Perpetual Preferred Share of RPT was converted into the right to receive one depositary share representing one one-thousandth of a share of Class N Preferred Stock of the Company having the rights, preferences and privileges substantially as set forth in the Merger Agreement, in each case, without interest, and subject to any withholding required under applicable law, upon the terms and subject to the conditions set forth in the Merger Agreement.

The provisional fair market value of the acquired properties will be based upon a valuation prepared by the Company with assistance of a third-party valuation specialist. The Company has engaged a valuation specialist and is in the process of preparing the valuation, including determining the inputs to be used by the third-party specialist in accordance with management’s policy. Therefore, the total consideration, including the purchase price and its allocation, are not yet complete as of this filing. Once the total consideration and purchase price and allocation are determined, any excess purchase price, which could differ materially, may result in the recognition of goodwill, the amount of which may be significant.

107

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

The number of RPT shares/units outstanding as of January 2, 2024, converted to shares of the Company’s shares/units were determined as follows (amounts presented in thousands, except per share data):

	Common Shares (1)		OP Units (2)		Cumulative Convertible Perpetual Preferred Shares (3)
RPT shares/units outstanding as of January 2, 2024		87,675		1,576		1,849
Exchange ratio		0.6049		0.6049		1.0000
Kimco shares/units issued		53,034		953		1,849

Value of Kimco stock per share/unit	$	22.0005	$	22.0005	$	57.13
Equity consideration given from Kimco shares/units issued	$	1,166,775	$	20,975	$	105,607

	(1)	The Company paid cash in lieu of issuing fractional Kimco common shares, which is included in “Cash Consideration” caption in the table below.
	(2)	Upon consummation of the RPT Merger, the Parent Company owns 99.86% of the outstanding OP Units in Kimco OP, which is no longer a disregarded entity for federal income tax purposes.
	(3)	The Company issued 1,849 shares of Class N Preferred Stock with a par value of $1.00 per share, represented by 1,848,539 depositary shares. The liquidation preference is $92.4 million ($50.00 per depositary share) and the shareholders are entitled to fixed annual dividends of $3.625 per depositary share. The Class N Preferred Stock depositary shares are convertible at any time by the holders to 2.3071 of the Company’s common shares or under certain circumstances by the Company’s election.

The following table presents the total value of stock consideration paid by Kimco at the close of the RPT Merger (in thousands):

		Calculated Value of RPT Consideration				Cash Consideration*				Total Value of Consideration
As of January 2, 2024		$	1,293,357			$	148,881			$	1,442,238

Amount includes $130.0 million to pay off the outstanding balance on RPT’s credit facility at closing, additional consideration of approximately $18.9 million relating to transaction costs incurred by RPT and $0.1 million of cash paid in lieu of issuing fractional Kimco common shares.

In connection with the RPT Merger, the Company assumed $511.5 million of senior unsecured notes with maturities ranging from 2026 to 2031, which bore interest at rates ranging from 3.64% to 4.74%. The RPT Merger triggered a change in control and as such, in January 2024, the Company repaid these notes, including any accrued interest.

In addition, in connection with the RPT Merger, the Company assumed and amended $310.0 million of unsecured term loans, which were outstanding under RPT's Sixth Amended and Restated Credit Agreement ("RPT Credit Facility"). The term loans consist of the following tranches: (i) $50.0 million maturing in 2026, (ii) $100.0 million maturing in 2027, (iii) $50.0 million maturing in 2027 and (iv) $110.0 million maturing in 2028. The Company entered into a Seventh Amended and Restated Credit Agreement, through which the current term loans were terminated and new term loans were issued to replace the current loans. The new term loans retained the amounts and maturities of the current term loans, however the rates (Adjusted Term SOFR plus 0.905%) and covenants were revised to match those within the Company's Credit Facility. The rates fluctuate in accordance with changes in Kimco’s senior debt ratings. The Company entered into swap rate agreements with various lenders swapping the interest rates to fixed rates ranging from 4.674% to 4.875%.

Amended and Restated Limited Liability Company Agreement

On January 2, 2024, the Parent Company, as managing member of Kimco OP, entered into an amended and restated limited liability company agreement of Kimco OP (the “Amended and Restated Limited Liability Company Agreement”), providing for, among other things, the creation of Class N Preferred Units of Kimco OP, having the preferences, rights and limitations set forth therein, and certain modifications to the provisions regarding LTIP Units (as defined in the Amended and Restated Limited Liability Company Agreement), including provisions governing distribution and tax allocation requirements and the procedures for converting LTIP Units.

Notes Payable

On January 2, 2024, the Company entered into a new $200.0 million unsecured term loan credit facility pursuant to a credit agreement, among the Company, TD Bank, N.A., as administrative agent and the other parties thereto. This unsecured term loan accrues interest at a spread (currently 0.850%) to the Adjusted Term SOFR Rate (as defined in the credit agreement) or, at the Company’s option, a spread (currently 0.000%) to a base rate defined in the credit agreement, that in each case fluctuates in accordance with changes in the Company’s senior debt ratings. The covenants are similar to those in the Company’s Credit Facility, see Footnote 12 of the Notes to Consolidated Financial Statements.

In addition, in January 2024, the Company paid off the remaining $246.2 million of its 4.45% senior unsecured notes, which were scheduled to mature in January 2024.

Albertsons Companies, Inc.

In February 2024, the Company sold its remaining 14.2 million shares of ACI held by the Company, generating net proceeds of $299.1 million. For tax purposes, the Company will recognize a long-term capital gain of $288.7 million during the three months ended March 31, 2024. The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and will incur estimated corporate taxes of $72.9 million on the taxable gain.

Common Stock and Preferred

During January 2024, the Company’s Board of Directors approved the extension of the Company’s common stock share repurchase program through February 28, 2026. In addition, the Company’s Board of Directors authorized the repurchase of up to 891,000 depositary shares of Class L preferred stock, 1,047,000 depositary shares of Class M preferred stock, and 185,000 depositary shares of Class N preferred stock through February 28, 2026.

108

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2023, 2022 and 2021

(in thousands)

	Balance at beginning of period		Charged to expenses		Adjustments to valuation accounts			Deductions			Balance at end of period
Year Ended December 31, 2023
Allowance for uncollectable accounts (1)	$	6,982	$	-	$	-		$	(2,454	)	$	4,528
Allowance for deferred tax asset	$	-	$	-	$	3,776		$	-		$	3,776

Year Ended December 31, 2022
Allowance for uncollectable accounts (1)	$	8,339	$	-	$	-		$	(1,357	)	$	6,982
Allowance for deferred tax asset	$	4,067	$	-	$	(4,067	)	$	-		$	-

Year Ended December 31, 2021
Allowance for uncollectable accounts (1)	$	22,377	$	-	$	-		$	(14,038	)	$	8,339
Allowance for deferred tax asset	$	36,957	$	-	$	(32,890	)	$	-		$	4,067

(1)	Includes allowances on accounts receivable and straight-line rents.

109

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2023

(in thousands)

		INITIAL COST				COST CAPITALIZED SUBSEQUENT TO					BUILDING						TOTAL COST, NET OF				DATE OF
				BUILDING AND		ACQUISITION					AND				ACCUMULATED		ACCUMULATED		ENCUMBRANCES		ACQUISITION(A)
DESCRIPTION	State	LAND		IMPROVEMENTS		(1)			LAND		IMPROVEMENTS		TOTAL		DEPRECIATION		DEPRECIATION		(2)		CONSTRUCTION(C)
SHOPPING CENTERS
ARCADIA BILTMORE PLAZA	AZ	$	850	$	1,212	$	68		$	850	$	1,280	$	2,130	$	286	$	1,844	$	-	2021(A)
BELL CAMINO CENTER	AZ		2,427		6,439		1,155			2,427		7,594		10,021		2,966		7,055		-	2012(A)
BELL CAMINO-SAFEWAY PARCEL	AZ		1,104		4,574		-			1,104		4,574		5,678		667		5,011		-	2019(A)
BROADWAY MARKETPLACE	AZ		3,517		10,303		529			3,518		10,830		14,348		1,537		12,811		-	2021(A)
CAMELBACK MILLER PLAZA	AZ		6,236		29,230		790			6,237		30,019		36,256		4,067		32,189		-	2021(A)
CAMELBACK VILLAGE SQUARE	AZ		-		13,038		427			-		13,465		13,465		1,917		11,548		-	2021(A)
CHRISTOWN SPECTRUM	AZ		33,831		91,004		24,078			76,639		72,274		148,913		21,138		127,775		-	2015(A)
COLLEGE PARK SHOPPING CENTER	AZ		3,277		7,741		923			3,277		8,663		11,940		3,569		8,371		-	2011(A)
DESERT VILLAGE	AZ		6,465		22,025		311			6,465		22,336		28,801		2,767		26,034		-	2021(A)
ENTRADA DE ORO PLAZA	AZ		5,700		11,044		(47	)		5,700		10,997		16,697		1,521		15,176		-	2021(A)
FOUNTAIN PLAZA	AZ		4,794		20,373		79			4,794		20,453		25,247		1,929		23,318		-	2021(A)
MADERA VILLAGE	AZ		3,980		8,110		219			3,980		8,330		12,310		1,266		11,044		-	2021(A)
MADISON VILLAGE MARKETPLACE	AZ		4,090		18,343		167			4,090		18,510		22,600		2,004		20,596		-	2021(A)
MESA RIVERVIEW	AZ		15,000		-		143,883			308		158,574		158,882		78,144		80,738		-	2005(C)
METRO SQUARE	AZ		4,101		16,411		2,799			4,101		19,211		23,312		12,342		10,970		-	1998(A)
MONTE VISTA VILLAGE CENTER	AZ		4,064		8,344		(11	)		4,064		8,333		12,397		1,050		11,347		-	2021(A)
NORTH VALLEY	AZ		6,862		18,201		15,177			4,796		35,444		40,240		9,261		30,979		-	2011(A)
PLAZA AT MOUNTAINSIDE	AZ		2,450		9,802		2,905			2,450		12,706		15,156		8,510		6,646		-	1997(A)
PLAZA DEL SOL	AZ		5,325		21,270		2,656			4,578		24,673		29,251		12,107		17,144		-	1998(A)
PUEBLO ANOZIRA	AZ		7,734		27,063		449			7,734		27,512		35,246		3,153		32,093		11,803	2021(A)
RAINTREE RANCH CENTER	AZ		7,720		30,743		(129	)		7,720		30,614		38,334		3,113		35,221		-	2021(A)
RED MOUNTAIN GATEWAY	AZ		4,653		10,410		3,791			4,653		14,200		18,853		1,144		17,709		-	2021(A)
SCOTTSDALE HORIZON	AZ		8,191		36,728		1,693			8,191		38,421		46,612		3,861		42,751		-	2021(A)
SCOTTSDALE WATERFRONT	AZ		15,872		30,112		173			15,872		30,285		46,157		3,726		42,431		-	2021(A)
SHOPPES AT BEARS PATH	AZ		3,445		2,874		103			3,445		2,977		6,422		369		6,053		-	2021(A)
SQUAW PEAK PLAZA	AZ		2,515		17,021		71			2,515		17,092		19,607		2,011		17,596		-	2021(A)
VILLAGE CROSSROADS	AZ		5,663		24,981		1,794			5,663		26,774		32,437		9,129		23,308		-	2011(A)

280 METRO CENTER	CA	38,735	94,903	2,014		38,735	96,917	135,652	22,774	112,878	-	2015(A)
580 MARKET PLACE	CA	12,769	48,768	287		12,769	49,055	61,824	4,314	57,510	-	2021(A)
8000 SUNSET STRIP S.C.	CA	43,012	85,115	1,034		43,012	86,148	129,160	9,710	119,450	-	2021(A)
AAA BUILDING AT STEVENS CREEK	CA	1,661	3,114	-		1,661	3,114	4,775	333	4,442	-	2021(A)
ANAHEIM PLAZA	CA	34,228	73,765	6,169		34,228	79,934	114,162	10,398	103,764	-	2021(A)
BLACK MOUNTAIN VILLAGE	CA	4,678	11,913	2,241		4,678	14,154	18,832	6,344	12,488	-	2007(A)
BROOKHURST CENTER	CA	10,493	31,358	4,051		22,300	23,602	45,902	6,819	39,083	-	2016(A)
BROOKVALE SHOPPING CENTER	CA	14,050	19,771	1,241		14,050	21,011	35,061	2,905	32,156	-	2021(A)
CAMBRIAN PARK PLAZA	CA	41,258	2,015	2,298		41,258	4,313	45,571	810	44,761	-	2021(A)
CENTERWOOD PLAZA	CA	10,981	10,702	195		10,981	10,897	21,878	1,498	20,380	-	2021(A)
CHICO CROSSROADS	CA	9,976	30,535	(5,399	)	7,905	27,207	35,112	12,329	22,783	-	2008(A)
CHINO HILLS MARKETPLACE	CA	17,702	72,529	967		17,702	73,496	91,198	8,045	83,153	-	2021(A)
CITY HEIGHTS	CA	10,687	28,325	(435	)	13,909	24,668	38,577	7,030	31,547	-	2012(A)
CORONA HILLS PLAZA	CA	13,361	53,373	13,790		13,361	67,163	80,524	43,815	36,709	-	1998(A)
COSTCO PLAZA - 541	CA	4,996	19,983	(762	)	4,996	19,221	24,217	12,714	11,503	-	1998(A)
CREEKSIDE CENTER	CA	3,871	11,563	2,696		5,154	12,975	18,129	2,404	15,725	-	2016(A)
CROCKER RANCH	CA	7,526	24,878	(107	)	7,526	24,770	32,296	6,315	25,981	-	2015(A)
CUPERTINO VILLAGE	CA	19,886	46,535	27,949		19,886	74,484	94,370	27,845	66,525	-	2006(A)
EL CAMINO PROMENADE	CA	7,372	37,592	5,200		7,372	42,792	50,164	4,268	45,896	-	2021(A)
FREEDOM CENTRE	CA	8,933	18,622	125		8,933	18,746	27,679	2,637	25,042	-	2021(A)
FULTON MARKET PLACE	CA	2,966	6,921	16,928		6,280	20,535	26,815	6,679	20,136	-	2005(A)
GATEWAY AT DONNER PASS	CA	4,516	8,319	14,671		8,759	18,747	27,506	3,825	23,681	-	2015(A)
GATEWAY PLAZA	CA	18,372	65,851	(334	)	18,372	65,516	83,888	6,197	77,691	23,363	2021(A)
GREENHOUSE MARKETPLACE	CA	10,976	27,721	101		10,976	27,822	38,798	3,590	35,208	-	2021(A)
GREENHOUSE MARKETPLACE II	CA	5,346	7,188	(227	)	5,346	6,961	12,307	835	11,472	-	2021(A)
HOME DEPOT PLAZA	CA	4,592	18,345	1		4,592	18,345	22,937	12,207	10,730	-	1998(A)
KENNETH HAHN PLAZA	CA	4,115	7,661	(695	)	-	11,082	11,082	5,405	5,677	-	2010(A)
LA MIRADA THEATRE CENTER	CA	8,817	35,260	46		6,889	37,234	44,123	24,286	19,837	-	1998(A)
LA VERNE TOWN CENTER	CA	8,414	23,856	13,176		16,362	29,084	45,446	8,823	36,623	-	2014(A)
LABAND VILLAGE SHOPPING CENTER	CA	5,600	13,289	(920	)	5,607	12,362	17,969	7,202	10,767	-	2008(A)
LAKEWOOD PLAZA	CA	1,294	3,669	(1,265	)	-	3,699	3,699	947	2,752	-	2014(A)
LAKEWOOD VILLAGE	CA	8,597	24,375	(182	)	11,683	21,107	32,790	6,942	25,848	-	2014(A)
LARWIN SQUARE SHOPPING CENTER	CA	17,234	39,731	6,731		17,234	46,462	63,696	3,927	59,769	-	2023(A)
LINCOLN HILLS TOWN CENTER	CA	8,229	26,127	433		8,229	26,560	34,789	8,144	26,645	-	2015(A)
LINDA MAR SHOPPING CENTER	CA	16,549	37,521	5,284		16,549	42,805	59,354	13,027	46,327	-	2014(A)
MADISON PLAZA	CA	5,874	23,476	4,980		5,874	28,456	34,330	16,743	17,587	-	1998(A)
MARINA VILLAGE	CA	14,108	27,414	8,051		14,108	35,465	49,573	2,817	46,756	-	2023(A)
NORTH COUNTY PLAZA	CA	10,205	28,934	785		20,895	19,028	39,923	5,816	34,107	-	2014(A)
NOVATO FAIR S.C.	CA	9,260	15,600	2,244		9,260	17,844	27,104	8,465	18,639	-	2009(A)
ON THE CORNER AT STEVENS CREEK	CA	1,825	4,641	2		1,825	4,642	6,467	464	6,003	-	2021(A)
PLAZA DI NORTHRIDGE	CA	12,900	40,575	1,798		12,900	42,373	55,273	19,185	36,088	-	2005(A)
POWAY CITY CENTRE	CA	5,855	13,792	9,252		7,248	21,652	28,900	11,734	17,166	-	2005(A)
RANCHO PENASQUITOS TOWNE CTR I	CA	14,852	20,342	808		14,852	21,150	36,002	5,622	30,380	-	2015(A)
RANCHO PENASQUITOS TWN CTR II	CA	12,945	20,324	860		12,945	21,183	34,128	5,536	28,592	-	2015(A)
RANCHO PENASQUITOS-VONS PROP.	CA	2,918	9,146	-		2,918	9,146	12,064	1,241	10,823	-	2019(A)
RANCHO SAN MARCOS VILLAGE	CA	9,050	29,357	6,926		9,483	35,850	45,333	2,777	42,556	-	2021(A)
REDWOOD CITY PLAZA	CA	2,552	6,215	5,901		2,552	12,116	14,668	3,744	10,924	-	2009(A)
SAN DIEGO CARMEL MOUNTAIN	CA	5,323	8,874	(1,898	)	5,323	6,976	12,299	2,719	9,580	-	2009(A)
SAN MARCOS PLAZA	CA	1,883	12,044	3,074		1,883	15,118	17,001	1,124	15,877	-	2021(A)
SANTEE TROLLEY SQUARE	CA	40,209	62,964	309		40,209	63,274	103,483	23,003	80,480	-	2015(A)
SILVER CREEK PLAZA	CA	33,541	53,176	246		33,541	53,423	86,964	5,533	81,431	-	2021(A)
SOUTH NAPA MARKET PLACE	CA	1,100	22,159	21,848		23,119	21,988	45,107	14,220	30,887	-	2006(A)
SOUTHAMPTON CENTER	CA	10,289	64,096	195		10,289	64,291	74,580	6,112	68,468	20,053	2021(A)
STANFORD RANCH	CA	10,584	30,007	3,166		9,983	33,774	43,757	8,690	35,067	-	2014(A)
STEVENS CREEK CENTRAL S.C.	CA	41,818	45,886	540		41,818	46,427	88,245	5,891	82,354	-	2021(A)
STONY POINT PLAZA	CA	10,361	38,054	(229	)	10,361	37,824	48,185	3,922	44,263	-	2021(A)
TRUCKEE CROSSROADS	CA	2,140	28,325	(18,609	)	2,140	9,716	11,856	6,387	5,469	-	2006(A)
TUSTIN HEIGHTS SHOPPING CENTER	CA	16,745	30,953	5,880		16,745	36,834	53,579	2,214	51,365	-	2023(A)
WESTLAKE SHOPPING CENTER	CA	16,174	64,819	116,460		16,174	181,279	197,453	77,758	119,695	-	2002(A)
WESTMINSTER CENTER	CA	60,428	64,973	907		60,428	65,880	126,308	10,475	115,833	48,075	2021(A)
WHITTWOOD TOWN CENTER	CA	57,136	105,815	4,780		57,139	110,591	167,730	27,690	140,040	-	2017(A)

CROSSING AT STONEGATE	CO	11,909	33,111	231		11,909	33,343	45,252	3,471	41,781	-	2021(A)
DENVER WEST 38TH STREET	CO	161	647	332		161	979	1,140	761	379	-	1998(A)
EAST BANK S.C.	CO	1,501	6,180	8,417		1,501	14,597	16,098	5,448	10,650	-	1998(A)
EDGEWATER MARKETPLACE	CO	7,807	32,706	537		7,807	33,243	41,050	3,217	37,833	-	2021(A)
ENGLEWOOD PLAZA	CO	806	3,233	1,081		806	4,314	5,120	2,678	2,442	-	1998(A)
GREELEY COMMONS	CO	3,313	20,070	4,467		3,313	24,536	27,849	7,488	20,361	-	2012(A)
HERITAGE WEST S.C.	CO	1,527	6,124	2,856		1,527	8,979	10,506	5,560	4,946	-	1998(A)
HIGHLANDS RANCH II	CO	3,515	11,756	1,515		3,515	13,271	16,786	4,465	12,321	-	2013(A)
HIGHLANDS RANCH VILLAGE S.C.	CO	8,135	21,580	1,212		5,337	25,591	30,928	7,455	23,473	-	2011(A)
LOWRY TOWN CENTER	CO	3,271	32,685	858		3,271	33,543	36,814	3,085	33,729	-	2021(A)
MARKET AT SOUTHPARK	CO	9,783	20,780	6,256		9,783	27,035	36,818	8,412	28,406	-	2011(A)
NORTHRIDGE SHOPPING CENTER	CO	4,933	16,496	4,389		8,934	16,883	25,817	8,357	17,460	-	2013(A)
QUINCY PLACE S.C.	CO	1,148	4,608	3,081		1,148	7,689	8,837	4,826	4,011	-	1998(A)
RIVER POINT AT SHERIDAN	CO	13,223	30,444	1,390		12,331	32,726	45,057	6,156	38,901	-	2021(A)
RIVER POINT AT SHERIDAN II	CO	1,255	4,231	-		1,255	4,231	5,486	487	4,999	-	2021(A)
VILLAGE CENTER - HIGHLAND RANCH	CO	1,140	2,660	284		1,140	2,944	4,084	757	3,327	-	2014(A)
VILLAGE CENTER WEST	CO	2,011	8,361	826		2,011	9,186	11,197	2,496	8,701	-	2011(A)
VILLAGE ON THE PARK	CO	2,194	8,886	20,019		3,018	28,081	31,099	9,384	21,715	-	1998(A)
BRIGHT HORIZONS	CT	1,212	4,611	128		1,212	4,740	5,952	1,713	4,239	-	2012(A)
HAMDEN MART	CT	13,668	40,890	6,784		14,226	47,116	61,342	13,565	47,777	17,580	2016(A)
HOME DEPOT PLAZA	CT	7,705	30,798	4,206		7,705	35,004	42,709	22,022	20,687	-	1998(A)
NEWTOWN S.C.	CT	-	15,635	425		-	16,059	16,059	3,835	12,224	-	2014(A)
WEST FARM SHOPPING CENTER	CT	5,806	23,348	20,688		7,585	42,257	49,842	23,677	26,165	-	1998(A)
WILTON CAMPUS	CT	10,169	31,893	2,845		10,169	34,739	44,908	10,666	34,242	-	2013(A)
WILTON RIVER PARK SHOPPING CTR	CT	7,155	27,509	1,264		7,155	28,772	35,927	8,680	27,247	-	2012(A)
BRANDYWINE COMMONS	DE	-	36,057	(548	)	-	35,509	35,509	9,785	25,724	-	2014(A)

ARGYLE VILLAGE	FL	5,228	36,814	294		5,228	37,108	42,336	5,113	37,223	-	2021(A)
BELMART PLAZA	FL	1,656	3,394	5,818		1,656	9,212	10,868	2,306	8,562	-	2014(A)
BOCA LYONS PLAZA	FL	13,280	37,751	309		13,280	38,061	51,341	3,796	47,545	-	2021(A)
CAMINO SQUARE	FL	574	2,296	(395	)	734	1,742	2,476	39	2,437	-	1992(A)
CARROLLWOOD COMMONS	FL	5,220	16,884	4,765		5,220	21,649	26,869	13,162	13,707	-	1997(A)
CENTER AT MISSOURI AVENUE	FL	294	792	6,973		294	7,765	8,059	2,657	5,402	-	1968(C)
CHEVRON OUTPARCEL	FL	531	1,253	-		531	1,253	1,784	487	1,297	-	2010(A)
COLONIAL PLAZA	FL	25,516	54,604	5,782		25,516	60,385	85,901	8,975	76,926	-	2021(A)
CORAL POINTE S.C.	FL	2,412	20,508	1,015		2,412	21,523	23,935	5,307	18,628	-	2015(A)
CORAL SQUARE PROMENADE	FL	710	2,843	4,212		710	7,054	7,764	5,005	2,759	-	1994(A)
CORSICA SQUARE S.C.	FL	7,225	10,757	354		7,225	11,111	18,336	3,185	15,151	-	2015(A)
COUNTRYSIDE CENTRE	FL	11,116	41,581	1,662		11,116	43,243	54,359	5,170	49,189	-	2021(A)
CURLEW CROSSING SHOPPING CTR	FL	5,316	12,529	1,003		3,312	15,536	18,848	8,151	10,697	-	2005(A)
DANIA POINTE	FL	105,113	-	35,582		26,094	114,600	140,694	12,789	127,905	-	2016(C)
DANIA POINTE - PHASE II (3)	FL	-	-	273,761		26,715	247,046	273,761	19,551	254,210	-	2016(C)
EMBASSY LAKES	FL	6,565	18,104	694		6,565	18,797	25,362	1,705	23,657	-	2021(A)
FLAGLER PARK	FL	26,163	80,737	6,379		26,725	86,554	113,279	33,786	79,493	-	2007(A)
FT LAUDERDALE #1, FL	FL	1,003	2,602	18,506		1,774	20,337	22,111	13,102	9,009	-	1974(C)
FT. LAUDERDALE/CYPRESS CREEK	FL	14,259	28,042	4,384		14,259	32,425	46,684	14,403	32,281	-	2009(A)
GRAND OAKS VILLAGE	FL	7,409	19,654	675		5,846	21,892	27,738	6,839	20,899	-	2011(A)
GROVE GATE S.C.	FL	366	1,049	793		366	1,842	2,208	1,699	509	-	1968(C)
IVES DAIRY CROSSING	FL	733	4,080	11,713		721	15,806	16,527	11,307	5,220	-	1985(A)
KENDALE LAKES PLAZA	FL	18,491	28,496	(377	)	15,362	31,248	46,610	11,907	34,703	-	2009(A)
LARGO PLAZA	FL	23,571	63,604	137		23,571	63,742	87,313	7,956	79,357	-	2021(A)
MAPLEWOOD PLAZA	FL	1,649	6,626	2,104		1,649	8,729	10,378	5,689	4,689	-	1997(A)
MARATHON SHOPPING CENTER	FL	2,413	8,069	3,525		1,515	12,491	14,006	2,685	11,321	-	2013(A)
MERCHANTS WALK	FL	2,581	10,366	11,137		2,581	21,503	24,084	13,163	10,921	-	2001(A)
MILLENIA PLAZA PHASE II	FL	7,711	20,703	6,031		7,698	26,748	34,446	11,942	22,504	-	2009(A)
MILLER ROAD S.C.	FL	1,138	4,552	4,736		1,138	9,288	10,426	6,569	3,857	-	1986(A)
MILLER WEST PLAZA	FL	6,726	10,661	396		6,726	11,057	17,783	2,995	14,788	-	2015(A)
MISSION BELL SHOPPING CENTER	FL	5,056	11,843	8,816		5,067	20,648	25,715	9,244	16,471	-	2004(A)
NASA PLAZA	FL	-	1,754	5,313		-	7,067	7,067	4,944	2,123	-	1968(C)
OAK TREE PLAZA	FL	-	917	2,526		-	3,443	3,443	2,998	445	-	1968(C)
OAKWOOD BUSINESS CTR-BLDG 1	FL	6,793	18,663	4,325		6,793	22,988	29,781	9,701	20,080	-	2009(A)
OAKWOOD PLAZA NORTH	FL	35,301	141,731	2,930		35,301	144,661	179,962	30,423	149,539	-	2016(A)
OAKWOOD PLAZA SOUTH	FL	11,127	40,592	73		11,127	40,665	51,792	9,371	42,421	-	2016(A)
PALMS AT TOWN & COUNTRY	FL	30,137	94,674	2,345		30,137	97,019	127,156	10,313	116,843	-	2021(A)
PALMS AT TOWN & COUNTRY LIFESTYLE	FL	26,597	92,088	611		26,597	92,699	119,296	9,901	109,395	-	2021(A)
PARK HILL PLAZA	FL	10,764	19,264	1,826		10,764	21,089	31,853	6,694	25,159	-	2011(A)
PHILLIPS CROSSING	FL	-	53,536	460		-	53,996	53,996	6,248	47,748	-	2021(A)
PLANTATION CROSSING	FL	2,782	8,077	3,345		2,782	11,423	14,205	2,523	11,682	-	2017(A)
POMPANO POINTE S.C.	FL	10,517	14,356	641		10,517	14,997	25,514	3,279	22,235	-	2012(A)
RENAISSANCE CENTER	FL	9,104	36,541	14,853		9,123	51,374	60,497	27,234	33,263	-	1998(A)
RIVERPLACE SHOPPING CTR.	FL	7,503	31,011	3,290		7,200	34,604	41,804	13,796	28,008	-	2010(A)
RIVERSIDE LANDINGS S.C.	FL	3,512	14,440	838		3,512	15,278	18,790	3,809	14,981	-	2015(A)
SEA RANCH CENTRE	FL	3,298	21,259	340		3,298	21,598	24,896	2,324	22,572	-	2021(A)
SHOPPES AT DEERFIELD	FL	19,069	69,485	(43	)	19,069	69,441	88,510	7,812	80,698	-	2021(A)
SHOPPES AT DEERFIELD II	FL	788	6,388	10		788	6,397	7,185	609	6,576	-	2021(A)
SHOPS AT SANTA BARBARA PHASE 1	FL	743	5,374	242		743	5,616	6,359	1,459	4,900	-	2015(A)
SHOPS AT SANTA BARBARA PHASE 2	FL	332	2,489	46		332	2,535	2,867	657	2,210	-	2015(A)
SHOPS AT SANTA BARBARA PHASE 3	FL	330	2,359	118		330	2,476	2,806	574	2,232	-	2015(A)
SODO S.C.	FL	-	68,139	6,562		142	74,559	74,701	27,766	46,935	-	2008(A)
SOUTH MIAMI S.C.	FL	1,280	5,134	5,120		1,280	10,254	11,534	6,034	5,500	-	1995(A)
SUNSET 19 S.C.	FL	12,460	55,354	108		12,460	55,462	67,922	6,373	61,549	-	2021(A)
TJ MAXX PLAZA	FL	10,341	38,660	195		10,341	38,855	49,196	4,152	45,044	-	2021(A)
TRI-CITY PLAZA	FL	2,832	11,329	24,300		2,832	35,629	38,461	10,219	28,242	-	1992(A)
TUTTLEBEE PLAZA	FL	255	828	2,910		255	3,738	3,993	2,551	1,442	-	2008(A)
UNIVERSITY TOWN CENTER	FL	5,515	13,041	579		5,515	13,621	19,136	5,136	14,000	-	2011(A)
VILLAGE COMMONS S.C.	FL	2,026	5,106	2,032		2,026	7,138	9,164	2,422	6,742	-	2013(A)
VILLAGE COMMONS SHOPPING CENTER	FL	2,192	8,774	7,950		2,192	16,724	18,916	8,768	10,148	-	1998(A)
VILLAGE GREEN CENTER	FL	11,405	13,466	140		11,405	13,607	25,012	2,160	22,852	16,852	2021(A)
VIZCAYA SQUARE	FL	5,773	20,965	252		5,773	21,217	26,990	2,430	24,560	-	2021(A)
WELLINGTON GREEN COMMONS	FL	19,528	32,521	85		19,528	32,605	52,133	3,831	48,302	14,598	2021(A)
WELLINGTON GREEN PAD SITES	FL	3,854	1,777	3,046		3,854	4,823	8,677	383	8,294	-	2021(A)
WINN DIXIE-MIAMI	FL	2,990	9,410	(52	)	3,544	8,804	12,348	2,214	10,134	-	2013(A)
WINTER PARK CORNERS	FL	5,191	42,530	151		5,191	42,681	47,872	3,833	44,039	-	2021(A)

BRAELINN VILLAGE	GA	7,315	20,739	19		3,731	24,342	28,073	6,665	21,408	-	2014(A)
BROWNSVILLE COMMONS	GA	593	5,488	(12	)	593	5,475	6,068	611	5,457	-	2021(A)
CAMP CREEK MARKETPLACE II	GA	4,441	38,596	212		4,441	38,808	43,249	4,045	39,204	-	2021(A)
EMBRY VILLAGE	GA	18,147	33,010	4,714		18,161	37,710	55,871	25,553	30,318	-	2008(A)
GRAYSON COMMONS	GA	2,600	13,358	4		2,600	13,362	15,962	1,653	14,309	-	2021(A)
LAKESIDE MARKETPLACE	GA	2,238	28,579	1,251		2,238	29,830	32,068	2,969	29,099	-	2021(A)
LAWRENCEVILLE MARKET	GA	8,878	29,691	1,695		9,060	31,204	40,264	10,828	29,436	-	2013(A)
MARKET AT HAYNES BRIDGE	GA	4,881	21,549	3,249		4,890	24,788	29,678	10,353	19,325	-	2008(A)
PERIMETER EXPO PROPERTY	GA	14,770	44,295	2,582		16,142	45,506	61,648	11,302	50,346	-	2016(A)
PERIMETER VILLAGE	GA	5,418	67,522	(215	)	5,418	67,307	72,725	7,224	65,501	25,828	2021(A)
RIVERWALK MARKETPLACE	GA	3,512	18,863	403		3,388	19,390	22,778	4,463	18,315	-	2015(A)
ROSWELL CORNERS	GA	4,536	47,054	702		4,536	47,756	52,292	4,447	47,845	-	2021(A)
ROSWELL CROSSING	GA	6,270	45,338	297		6,270	45,635	51,905	4,796	47,109	-	2021(A)
CLIVE PLAZA	IA	501	2,002	-		501	2,002	2,503	1,433	1,070	-	1996(A)
HAWTHORN HILLS SQUARE	IL	6,784	33,034	3,652		6,784	36,687	43,471	14,164	29,307	-	2012(A)
PLAZA DEL PRADO	IL	10,204	28,410	1,670		10,172	30,113	40,285	7,282	33,003	-	2017(A)
SKOKIE POINTE	IL	-	2,276	9,794		2,628	9,442	12,070	5,472	6,598	-	1997(A)
GREENWOOD S.C.	IN	423	1,883	21,522		1,641	22,187	23,828	6,142	17,686	-	1970(C)
FESTIVAL ON JEFFERSON COURT	KY	5,627	26,790	349		5,627	27,139	32,766	3,761	29,005	-	2021(A)
ADAMS PLAZA	MA	2,089	3,227	251		2,089	3,478	5,567	1,008	4,559	-	2014(A)
BROADWAY PLAZA	MA	6,485	343	-		6,485	343	6,828	244	6,584	-	2014(A)
FALMOUTH PLAZA	MA	2,361	13,066	2,012		2,361	15,078	17,439	3,692	13,747	-	2014(A)
FELLSWAY PLAZA	MA	5,300	11,014	1,304		5,300	12,319	17,619	3,556	14,063	-	2014(A)
FESTIVAL OF HYANNIS S.C.	MA	15,038	40,683	2,936		15,038	43,618	58,656	12,924	45,732	-	2014(A)
GLENDALE SQUARE	MA	4,699	7,141	741		4,699	7,882	12,581	2,237	10,344	-	2014(A)
LINDEN PLAZA	MA	4,628	3,535	701		4,628	4,235	8,863	1,922	6,941	-	2014(A)
MAIN ST. PLAZA	MA	556	2,139	(33	)	523	2,139	2,662	781	1,881	-	2014(A)
MEMORIAL PLAZA	MA	16,411	27,554	1,333		16,411	28,887	45,298	6,888	38,410	-	2014(A)
MILL ST. PLAZA	MA	4,195	6,203	1,445		4,195	7,647	11,842	1,929	9,913	-	2014(A)
MORRISSEY PLAZA	MA	4,097	3,751	2,761		4,097	6,512	10,609	943	9,666	-	2014(A)
NORTH AVE. PLAZA	MA	1,164	1,195	302		1,164	1,497	2,661	489	2,172	-	2014(A)
NORTH QUINCY PLAZA	MA	6,333	17,954	(102	)	3,894	20,291	24,185	4,889	19,296	-	2014(A)
PARADISE PLAZA	MA	4,183	12,195	1,281		4,183	13,476	17,659	4,086	13,573	-	2014(A)
VINNIN SQUARE IN-LINE	MA	582	2,095	28		582	2,123	2,705	488	2,217	-	2014(A)
VINNIN SQUARE PLAZA	MA	5,545	16,324	569		5,545	16,893	22,438	5,632	16,806	-	2014(A)
WASHINGTON ST. PLAZA	MA	11,008	5,652	10,543		12,958	14,245	27,203	4,913	22,290	-	2014(A)
WASHINGTON ST. S.C.	MA	7,381	9,987	3,388		7,381	13,374	20,755	3,412	17,343	-	2014(A)
WAVERLY PLAZA	MA	1,215	3,623	1,174		1,203	4,810	6,013	1,225	4,788	-	2014(A)

CENTRE COURT-GIANT	MD	3,854	12,770	128		3,854	12,898	16,752	4,573	12,179	2,935	2011(A)
CENTRE COURT-OLD COURT/COURTYD	MD	2,279	5,285	96		2,279	5,381	7,660	1,681	5,979	-	2011(A)
CENTRE COURT-RETAIL/BANK	MD	1,035	7,786	892		1,035	8,678	9,713	2,489	7,224	181	2011(A)
COLUMBIA CROSSING	MD	3,613	34,345	3,689		3,613	38,035	41,648	8,457	33,191	-	2015(A)
COLUMBIA CROSSING II SHOP.CTR.	MD	3,138	19,868	4,614		3,138	24,482	27,620	6,480	21,140	-	2013(A)
COLUMBIA CROSSING OUTPARCELS	MD	1,279	2,871	49,620		14,854	38,916	53,770	6,913	46,857	-	2011(A)
DORSEY'S SEARCH VILLAGE CENTER	MD	6,322	27,996	1,093		6,322	29,089	35,411	6,620	28,791	-	2015(A)
ENCHANTED FOREST S.C.	MD	20,124	34,345	2,114		20,124	36,459	56,583	9,522	47,061	-	2014(A)
FULLERTON PLAZA	MD	14,238	6,744	16,672		14,238	23,416	37,654	4,342	33,312	-	2014(A)
GAITHERSBURG S.C.	MD	245	6,788	2,051		245	8,839	9,084	5,437	3,647	-	1999(A)
GREENBRIER S.C.	MD	8,891	30,305	1,247		8,891	31,552	40,443	8,176	32,267	-	2014(A)
HARPER'S CHOICE	MD	8,429	18,374	2,071		8,429	20,445	28,874	5,217	23,657	-	2015(A)
HICKORY RIDGE	MD	7,184	26,948	1,405		7,184	28,354	35,538	6,115	29,423	-	2015(A)
HICKORY RIDGE (SUNOCO)	MD	543	2,122	-		543	2,122	2,665	567	2,098	-	2015(A)
INGLESIDE S.C.	MD	10,417	17,889	1,013		10,417	18,902	29,319	5,175	24,144	-	2014(A)
KENTLANDS MARKET SQUARE	MD	20,167	84,615	19,921		20,167	104,536	124,703	19,110	105,593	-	2016(A)
KINGS CONTRIVANCE	MD	9,308	31,760	1,768		9,308	33,527	42,835	9,690	33,145	-	2014(A)
LAUREL PLAZA	MD	350	1,398	6,745		1,571	6,921	8,492	3,580	4,912	-	1995(A)
LAUREL PLAZA	MD	275	1,101	174		275	1,275	1,550	1,275	275	-	1972(C)
MILL STATION DEVELOPMENT	MD	21,321	-	69,798		16,103	75,016	91,119	6,050	85,069	-	2015(C)
MILL STATION THEATER/RSTRNTS	MD	23,379	1,090	(3,531	)	14,738	6,200	20,938	2,279	18,659	-	2016(C)
PIKE CENTER	MD	-	61,389	22,134		21,849	61,674	83,523	4,846	78,677	-	2021(A)
PUTTY HILL PLAZA	MD	4,192	11,112	1,322		4,192	12,434	16,626	4,408	12,218	-	2013(A)
RADCLIFFE CENTER	MD	12,043	21,188	163		12,043	21,351	33,394	6,410	26,984	-	2014(A)
RIVERHILL VILLAGE CENTER	MD	16,825	23,282	1,192		16,825	24,473	41,298	7,326	33,972	-	2014(A)
SHAWAN PLAZA	MD	4,466	20,222	(33	)	4,466	20,188	24,654	14,319	10,335	-	2008(A)
SHOPS AT DISTRICT HEIGHTS	MD	8,166	21,971	(1,412	)	7,298	21,427	28,725	4,543	24,182	-	2015(A)
SNOWDEN SQUARE S.C.	MD	1,929	4,558	5,155		3,326	8,316	11,642	2,673	8,969	-	2012(A)
TIMONIUM CROSSING	MD	2,525	14,863	1,304		2,525	16,167	18,692	3,817	14,875	-	2014(A)
TIMONIUM SQUARE	MD	6,000	24,283	13,360		7,311	36,332	43,643	19,845	23,798	-	2003(A)
TOWSON PLACE	MD	43,887	101,765	7,879		43,271	110,260	153,531	33,638	119,893	-	2012(A)
VILLAGES AT URBANA	MD	3,190	6	20,609		4,829	18,976	23,805	4,686	19,119	-	2003(A)
WILDE LAKE	MD	1,468	5,870	26,747		2,577	31,508	34,085	13,695	20,390	-	2002(A)
WILKENS BELTWAY PLAZA	MD	9,948	22,126	2,652		9,948	24,778	34,726	6,036	28,690	-	2014(A)
YORK ROAD PLAZA	MD	4,277	37,206	485		4,277	37,690	41,967	8,998	32,969	-	2014(A)

THE FOUNTAINS AT ARBOR LAKES	MN	28,585	66,699	15,879		29,485	81,678	111,163	38,701	72,462	-	2006(A)
CENTER POINT S.C.	MO	-	550	-		-	550	550	550	-	-	1998(A)
BRENNAN STATION	NC	7,750	20,557	(476	)	6,322	21,510	27,832	7,336	20,496	-	2011(A)
BRENNAN STATION OUTPARCEL	NC	628	1,666	(196	)	450	1,648	2,098	488	1,610	-	2011(A)
CAPITAL SQUARE	NC	3,528	12,159	33		3,528	12,193	15,721	2,089	13,632	-	2021(A)
CLOVERDALE PLAZA	NC	541	720	7,530		541	8,250	8,791	4,760	4,031	-	1969(C)
CROSSROADS PLAZA	NC	768	3,099	1,384		768	4,483	5,251	2,764	2,487	-	2000(A)
CROSSROADS PLAZA	NC	13,406	86,456	5,331		13,843	91,349	105,192	24,303	80,889	-	2014(A)
DAVIDSON COMMONS	NC	2,979	12,860	862		2,979	13,722	16,701	4,400	12,301	-	2012(A)
FALLS POINTE	NC	4,049	27,415	190		4,049	27,605	31,654	2,633	29,021	-	2021(A)
HIGH HOUSE CROSSING	NC	3,604	10,950	322		3,604	11,271	14,875	1,477	13,398	-	2021(A)
HOPE VALLEY COMMONS	NC	3,743	16,808	249		3,743	17,057	20,800	1,768	19,032	-	2021(A)
JETTON VILLAGE SHOPPES	NC	3,875	10,292	790		2,144	12,813	14,957	4,054	10,903	-	2011(A)
LEESVILLE TOWNE CENTRE	NC	5,693	37,053	262		5,693	37,316	43,009	3,847	39,162	-	2021(A)
MOORESVILLE CROSSING	NC	12,014	30,604	398		11,333	31,684	43,017	15,108	27,909	-	2007(A)
NORTHWOODS S.C.	NC	2,696	9,397	(83	)	2,696	9,314	12,010	1,077	10,933	-	2021(A)
PARK PLACE SC	NC	5,461	16,163	5,034		5,470	21,188	26,658	10,816	15,842	-	2008(A)
PLEASANT VALLEY PROMENADE	NC	5,209	20,886	24,824		5,209	45,710	50,919	27,077	23,842	-	1993(A)
QUAIL CORNERS	NC	7,318	26,676	2,383		7,318	29,060	36,378	7,464	28,914	-	2014(A)
SIX FORKS S.C.	NC	-	78,366	(2	)	-	78,364	78,364	7,819	70,545	-	2021(A)
STONEHENGE MARKET	NC	3,848	37,900	1,785		3,848	39,685	43,533	3,177	40,356	-	2021(A)
TYVOLA SQUARE	NC	-	4,736	9,499		-	14,235	14,235	11,143	3,092	-	1986(A)
WOODLAWN MARKETPLACE	NC	919	3,571	3,342		919	6,913	7,832	5,084	2,748	-	2008(A)
WOODLAWN SHOPPING CENTER	NC	2,011	5,834	1,856		2,011	7,690	9,701	2,597	7,104	-	2012(A)
ROCKINGHAM PLAZA	NH	2,661	10,644	24,569		3,149	34,725	37,874	18,984	18,890	-	2008(A)
WEBSTER SQUARE	NH	11,683	41,708	9,330		11,683	51,038	62,721	12,732	49,989	-	2014(A)
WEBSTER SQUARE - DSW	NH	1,346	3,638	132		1,346	3,770	5,116	881	4,235	-	2017(A)
WEBSTER SQUARE NORTH	NH	2,163	6,511	171		2,163	6,683	8,846	1,753	7,093	-	2016(A)
CENTRAL PLAZA	NJ	3,170	10,603	2,116		5,145	10,744	15,889	4,578	11,311	-	2013(A)
CLARK SHOPRITE 70 CENTRAL AVE	NJ	3,497	11,694	995		13,960	2,226	16,186	1,656	14,530	-	2013(A)
COMMERCE CENTER EAST	NJ	1,519	5,080	1,753		7,235	1,117	8,352	868	7,484	-	2013(A)
COMMERCE CENTER WEST	NJ	386	1,290	161		794	1,043	1,837	345	1,492	-	2013(A)
COMMONS AT HOLMDEL	NJ	16,538	38,760	10,585		16,538	49,345	65,883	22,387	43,496	-	2004(A)
EAST WINDSOR VILLAGE	NJ	9,335	23,778	1,245		9,335	25,023	34,358	10,411	23,947	-	2008(A)
GARDEN STATE PAVILIONS	NJ	7,531	10,802	29,752		12,204	35,882	48,086	12,202	35,884	-	2011(A)
HILLVIEW SHOPPING CENTER	NJ	16,008	32,607	2,274		16,008	34,880	50,888	8,629	42,259	-	2014(A)
HOLMDEL TOWNE CENTER	NJ	10,825	43,301	12,010		10,825	55,310	66,135	31,376	34,759	-	2002(A)
MAPLE SHADE	NJ	-	9,958	2,329		-	12,287	12,287	4,449	7,838	-	2009(A)
NORTH BRUNSWICK PLAZA	NJ	3,205	12,820	30,886		3,205	43,706	46,911	26,558	20,353	-	1994(A)
PISCATAWAY TOWN CENTER	NJ	3,852	15,411	1,733		3,852	17,144	20,996	11,255	9,741	-	1998(A)
PLAZA AT HILLSDALE	NJ	7,602	6,994	1,658		7,602	8,652	16,254	2,958	13,296	-	2014(A)
PLAZA AT SHORT HILLS	NJ	20,155	11,062	1,806		20,155	12,868	33,023	3,789	29,234	-	2014(A)
RIDGEWOOD S.C.	NJ	450	2,107	1,303		450	3,410	3,860	2,356	1,504	-	1993(A)
SHOP RITE PLAZA	NJ	2,418	6,364	3,285		2,418	9,649	12,067	7,793	4,274	-	1985(C)
UNION CRESCENT III	NJ	7,895	3,011	28,966		8,697	31,175	39,872	23,646	16,226	-	2007(A)
WESTMONT PLAZA	NJ	602	2,405	20,757		602	23,163	23,765	9,734	14,031	-	1994(A)
WILLOWBROOK PLAZA	NJ	15,320	40,997	10,873		15,320	51,869	67,189	13,611	53,578	-	2009(A)
NORTH TOWNE PLAZA - ALBUQUERQUE	NM	3,598	33,327	269		3,598	33,596	37,194	3,704	33,490	-	2021(A)
CHARLESTON COMMONS	NV	29,704	24,267	437		29,704	24,704	54,408	5,812	48,596	-	2021(A)
COLLEGE PARK S.C.-N LAS VEGAS	NV	2,100	18,413	210		2,100	18,623	20,723	2,545	18,178	-	2021(A)
D'ANDREA MARKETPLACE	NV	11,556	29,435	927		11,556	30,362	41,918	12,928	28,990	-	2007(A)
DEL MONTE PLAZA	NV	2,489	5,590	1,287		2,210	7,156	9,366	3,835	5,531	-	2006(A)
DEL MONTE PLAZA ANCHOR PARCEL	NV	6,513	17,600	219		6,520	17,812	24,332	3,630	20,702	-	2017(A)
FRANCISCO CENTER	NV	1,800	10,085	2,038		1,800	12,123	13,923	1,605	12,318	-	2021(A)
GALENA JUNCTION	NV	8,931	17,503	1,749		8,931	19,251	28,182	6,026	22,156	-	2015(A)
MCQUEEN CROSSINGS	NV	5,017	20,779	1,102		5,017	21,881	26,898	8,969	17,929	-	2015(A)
RANCHO TOWNE & COUNTRY	NV	7,785	13,364	(56	)	7,785	13,308	21,093	1,705	19,388	-	2021(A)
REDFIELD PROMENADE	NV	4,415	32,035	(3,054	)	4,415	28,980	33,395	8,143	25,252	-	2015(A)
SPARKS MERCANTILE	NV	6,222	17,069	451		6,222	17,519	23,741	5,867	17,874	-	2015(A)

501 NORTH BROADWAY	NY	-	1,176	(50	)	-	1,126	1,126	559	567	-	2007(A)
AIRPORT PLAZA	NY	22,711	107,012	6,297		22,711	113,308	136,019	29,260	106,759	-	2015(A)
BELLMORE S.C.	NY	1,272	3,184	1,837		1,272	5,021	6,293	2,928	3,365	-	2004(A)
BIRCHWOOD PLAZA COMMACK	NY	3,630	4,775	1,442		3,630	6,218	9,848	2,703	7,145	-	2007(A)
BRIDGEHAMPTON COMMONS-W&E SIDE	NY	1,812	3,107	43,237		1,858	46,298	48,156	27,913	20,243	-	1972(C)
CARMAN'S PLAZA	NY	12,558	37,290	3,174		12,562	40,460	53,022	2,653	50,369	-	2022(A)
CHAMPION FOOD SUPERMARKET	NY	758	1,875	(25	)	2,241	367	2,608	264	2,344	-	2012(A)
ELMONT S.C.	NY	3,012	7,606	6,885		3,012	14,491	17,503	5,790	11,713	-	2004(A)
ELMSFORD CENTER 2	NY	4,076	15,599	1,118		4,245	16,548	20,793	5,948	14,845	-	2013(A)
FAMILY DOLLAR UNION TURNPIKE	NY	909	2,250	244		1,057	2,346	3,403	736	2,667	-	2012(A)
FOREST AVENUE PLAZA	NY	4,559	10,441	3,084		4,559	13,525	18,084	5,407	12,677	-	2005(A)
FRANKLIN SQUARE S.C.	NY	1,079	2,517	3,984		1,079	6,501	7,580	2,696	4,884	-	2004(A)
GREAT NECK OUTPARCEL	NY	4,019	-	74		4,019	74	4,093	-	4,093	-	2022(A)
GREENRIDGE PLAZA	NY	2,940	11,812	9,872		3,148	21,477	24,625	11,957	12,668	-	1997(A)
HAMPTON BAYS PLAZA	NY	1,495	5,979	3,550		1,495	9,529	11,024	8,638	2,386	-	1989(A)
HICKSVILLE PLAZA	NY	3,543	8,266	2,629		3,543	10,895	14,438	5,461	8,977	-	2004(A)
INDEPENDENCE PLAZA	NY	12,279	34,814	513		16,132	31,474	47,606	10,756	36,850	-	2014(A)
JERICHO COMMONS SOUTH	NY	12,368	33,071	4,119		12,368	37,190	49,558	15,779	33,779	768	2007(A)
KEY FOOD - 21ST STREET	NY	1,091	2,700	(165	)	1,669	1,957	3,626	578	3,048	-	2012(A)
KEY FOOD - ATLANTIC AVE	NY	2,273	5,625	509		4,809	3,598	8,407	1,297	7,110	-	2012(A)
KEY FOOD - CENTRAL AVE.	NY	2,788	6,899	(395	)	2,603	6,689	9,292	2,061	7,231	-	2012(A)
KINGS HIGHWAY	NY	2,744	6,811	2,060		2,744	8,872	11,616	4,613	7,003	-	2004(A)
KISSENA BOULEVARD SHOPPING CTR	NY	11,610	2,933	1,894		11,610	4,827	16,437	1,450	14,987	-	2007(A)
LITTLE NECK PLAZA	NY	3,277	13,161	6,505		3,277	19,666	22,943	10,992	11,951	-	2003(A)
MANETTO HILL PLAZA	NY	264	584	17,499		264	18,083	18,347	8,791	9,556	-	1969(C)
MANHASSET CENTER	NY	4,567	19,166	33,543		3,472	53,804	57,276	34,823	22,453	-	1999(A)
MARKET AT BAY SHORE	NY	12,360	30,708	7,943		12,360	38,651	51,011	18,308	32,703	-	2006(A)
MASPETH QUEENS-DUANE READE	NY	1,872	4,828	1,037		1,872	5,865	7,737	2,680	5,057	-	2004(A)
MILLERIDGE INN	NY	7,500	481	14		7,500	496	7,996	75	7,921	-	2015(A)
MINEOLA CROSSINGS	NY	4,150	7,521	1,006		4,150	8,527	12,677	3,213	9,464	-	2007(A)
NORTH MASSAPEQUA S.C.	NY	1,881	4,389	(1,685	)	-	4,586	4,586	4,350	236	-	2004(A)
OCEAN PLAZA	NY	564	2,269	8		564	2,277	2,841	1,212	1,629	-	2003(A)
RALPH AVENUE PLAZA	NY	4,414	11,340	4,055		4,414	15,395	19,809	7,193	12,616	-	2004(A)
RICHMOND S.C.	NY	2,280	9,028	22,052		2,280	31,080	33,360	18,486	14,874	-	1989(A)
ROMAINE PLAZA	NY	782	1,826	588		782	2,414	3,196	1,131	2,065	-	2005(A)
SEQUAMS SHOPPING CENTER	NY	3,971	8,654	(67	)	3,971	8,587	12,558	391	12,167	-	2022(A)
SHOPRITE S.C.	NY	872	3,488	-		872	3,488	4,360	2,780	1,580	-	1998(A)
STOP & SHOP	NY	21,661	17,636	-		21,661	17,636	39,297	658	38,639	10,892	2022(A)
SMITHTOWN PLAZA	NY	3,528	7,364	670		3,437	8,124	11,561	4,019	7,542	-	2009(A)
SOUTHGATE SHOPPING CENTER	NY	18,822	62,670	(1,299	)	18,829	61,364	80,193	2,971	77,222	19,135	2022(A)
SYOSSET CORNERS	NY	6,169	13,302	25		6,169	13,328	19,497	675	18,822	-	2022(A)
SYOSSET S.C.	NY	107	76	3,046		107	3,122	3,229	1,544	1,685	-	1990(C)
THE BOULEVARD	NY	28,724	38,232	258,349		28,724	296,583	325,307	32,304	293,003	-	2006(A)
THE GARDENS AT GREAT NECK	NY	27,956	71,366	55		27,962	71,414	99,376	4,968	94,408	16,888	2022(A)
THE GREEN COVE PLAZA	NY	17,017	39,206	(232	)	17,017	38,974	55,991	1,963	54,028	11,249	2022(A)
THE MARKETPLACE	NY	4,498	9,850	15		4,498	9,864	14,362	483	13,879	4,994	2022(A)
TOWNPATH CORNER	NY	2,675	6,408	52		2,675	6,460	9,135	367	8,768	-	2022(A)
TURNPIKE PLAZA	NY	2,472	5,839	970		2,472	6,809	9,281	2,406	6,875	-	2011(A)
VETERANS MEMORIAL PLAZA	NY	5,968	23,243	22,893		5,980	46,124	52,104	21,758	30,346	-	1998(A)
WHITE PLAINS S.C.	NY	1,778	4,454	2,964		1,778	7,418	9,196	3,226	5,970	-	2004(A)
WOODBURY COMMON	NY	27,249	28,516	(178	)	27,249	28,338	55,587	1,771	53,816	16,132	2022(A)

JANTZEN BEACH CENTER	OR	57,575	102,844	4,052		57,588	106,883	164,471	25,005	139,466	-	2017(A)
CENTER SQUARE SHOPPING CENTER	PA	732	2,928	1,225		691	4,194	4,885	3,207	1,678	-	1996(A)
CRANBERRY TOWNSHIP-PARCEL 1&2	PA	10,271	30,770	3,183		6,070	38,154	44,224	8,787	35,437	-	2016(A)
CROSSROADS PLAZA	PA	789	3,155	14,408		976	17,377	18,353	12,070	6,283	-	1986(A)
DEVON VILLAGE	PA	4,856	25,847	988		5,608	26,084	31,692	9,213	22,479	-	2012(A)
FISHTOWN CROSSING	PA	20,398	22,602	243		20,401	22,842	43,243	2,884	40,359	-	2022(A)
HARRISBURG EAST SHOPPING CTR.	PA	453	6,665	12,250		3,003	16,365	19,368	10,169	9,199	-	2002(A)
HORSHAM POINT	PA	3,813	18,189	674		3,813	18,863	22,676	4,258	18,418	-	2015(A)
LINCOLN SQUARE	PA	90,479	-	76,429		10,533	156,376	166,909	17,369	149,540	-	2017(C)
NORRITON SQUARE	PA	686	2,665	5,715		774	8,293	9,067	5,727	3,340	-	1984(A)
POCONO PLAZA	PA	1,050	2,373	18,493		1,050	20,866	21,916	3,129	18,787	-	1973(C)
SHOPPES AT WYNNEWOOD	PA	7,479	-	3,676		7,479	3,676	11,155	731	10,424	-	2015(C)
SHREWSBURY SQUARE S.C.	PA	8,066	16,998	(1,555	)	6,172	17,338	23,510	4,720	18,790	-	2014(A)
SPRINGFIELD S.C.	PA	920	4,982	14,083		920	19,065	19,985	13,174	6,811	-	1983(A)
SUBURBAN SQUARE	PA	70,680	166,351	85,342		71,280	251,093	322,373	79,755	242,618	-	2007(A)
TOWNSHIP LINE S.C.	PA	732	2,928	-		732	2,928	3,660	2,052	1,608	-	1996(A)
WAYNE PLAZA	PA	6,128	15,605	925		6,136	16,522	22,658	7,013	15,645	-	2008(A)
WEXFORD PLAZA	PA	6,414	9,775	14,488		6,299	24,378	30,677	7,937	22,740	-	2010(A)
WHITEHALL MALL	PA	-	5,196	-		-	5,196	5,196	3,641	1,555	-	1996(A)
WHITELAND TOWN CENTER	PA	732	2,928	59		732	2,987	3,719	2,111	1,608	-	1996(A)
WHOLE FOODS AT WYNNEWOOD	PA	15,042	-	11,785		13,772	13,055	26,827	1,893	24,934	-	2014(C)
LOS COLOBOS - BUILDERS SQUARE	PR	4,405	9,628	(538	)	4,461	9,034	13,495	8,453	5,042	-	2006(A)
LOS COLOBOS - KMART	PR	4,595	10,120	(827	)	4,402	9,486	13,888	8,528	5,360	-	2006(A)
LOS COLOBOS I	PR	12,891	26,047	1,468		13,613	26,793	40,406	14,450	25,956	-	2006(A)
LOS COLOBOS II	PR	14,894	30,681	1,438		15,142	31,871	47,013	17,556	29,457	-	2006(A)
MANATI VILLA MARIA SC	PR	2,781	5,673	1,851		2,607	7,698	10,305	4,914	5,391	-	2006(A)
PLAZA CENTRO - COSTCO	PR	3,628	10,752	(455	)	3,866	10,059	13,925	5,560	8,365	-	2006(A)
PLAZA CENTRO - MALL	PR	19,873	58,719	5,967		19,408	65,151	84,559	29,956	54,603	-	2006(A)
PLAZA CENTRO - RETAIL	PR	5,936	16,510	931		6,026	17,352	23,378	8,263	15,115	-	2006(A)
PLAZA CENTRO - SAM'S CLUB	PR	6,643	20,225	(1,170	)	6,520	19,178	25,698	18,078	7,620	-	2006(A)
PONCE TOWNE CENTER	PR	14,433	28,449	5,364		14,903	33,343	48,246	21,623	26,623	-	2006(A)
REXVILLE TOWN CENTER	PR	24,873	48,688	8,414		25,678	56,297	81,975	36,182	45,793	-	2006(A)
TRUJILLO ALTO PLAZA	PR	12,054	24,446	8,717		12,289	32,927	45,216	17,144	28,072	-	2006(A)
WESTERN PLAZA - MAYAGUEZ ONE	PR	10,858	12,253	839		11,242	12,707	23,949	11,119	12,830	-	2006(A)
WESTERN PLAZA - MAYAGUEZ TWO	PR	16,874	19,911	3,172		16,873	23,084	39,957	18,921	21,036	-	2006(A)
FOREST PARK	SC	1,920	9,545	433		1,920	9,978	11,898	3,173	8,725	-	2012(A)
ST. ANDREWS CENTER	SC	730	3,132	22,086		730	25,218	25,948	14,314	11,634	-	1978(C)
WESTWOOD PLAZA	SC	1,744	6,986	15,227		1,727	22,230	23,957	7,932	16,025	-	1995(A)
WOODRUFF SHOPPING CENTER	SC	3,110	15,501	1,772		3,465	16,918	20,383	6,260	14,123	-	2010(A)
HIGHLAND SQUARE	TN	1,302	2,130	6		1,302	2,136	3,438	105	3,333	-	2021(A)
MENDENHALL COMMONS	TN	1,272	14,826	(32	)	1,272	14,793	16,065	1,711	14,354	-	2021(A)
OLD TOWNE VILLAGE	TN	-	4,134	4,674		-	8,808	8,808	6,905	1,903	-	1978(C)
THE COMMONS AT DEXTER LAKE	TN	1,554	14,649	1,000		1,554	15,648	17,202	2,336	14,866	-	2021(A)
THE COMMONS AT DEXTER LAKE II	TN	567	8,874	(27	)	567	8,847	9,414	954	8,460	-	2021(A)

1350 W. 43RD ST. - WELLS FARGO	TX	3,707	247	1		3,708	247	3,955	58	3,897	-	2022(A)
1934 WEST GRAY	TX	705	4,831	(7	)	705	4,824	5,529	422	5,107	-	2021(A)
1939 WEST GRAY	TX	269	1,731	(170	)	269	1,561	1,830	135	1,695	-	2021(A)
43RD STREET CHASE BANK BLDG	TX	497	1,703	56		497	1,759	2,256	167	2,089	-	2021(A)
ACCENT PLAZA	TX	500	2,831	535		500	3,366	3,866	1,973	1,893	-	1996(A)
ALABAMA SHEPHERD S.C.	TX	4,590	21,368	355		4,590	21,723	26,313	2,689	23,624	-	2021(A)
ATASCOCITA COMMONS SHOP.CTR.	TX	16,323	54,587	593		15,580	55,924	71,504	14,599	56,905	-	2013(A)
BAYBROOK GATEWAY	TX	9,441	44,160	(872	)	9,441	43,289	52,730	5,308	47,422	-	2021(A)
BAYBROOK WEBSTER PARCEL	TX	-	2,978	8,616		-	11,594	11,594	-	11,594	-	2022(A)
BELLAIRE BLVD S.C.	TX	1,334	7,166	12		1,334	7,178	8,512	618	7,894	-	2021(A)
BLALOCK MARKET	TX	-	17,283	67		-	17,351	17,351	3,013	14,338	-	2021(A)
CENTER AT BAYBROOK	TX	6,941	27,727	10,856		6,928	38,597	45,525	22,263	23,262	-	1998(A)
CENTER OF THE HILLS	TX	2,924	11,706	4,984		2,924	16,690	19,614	8,434	11,180	-	2008(A)
CITADEL BUILDING	TX	4,046	12,824	(7,501	)	2,169	7,201	9,370	547	8,823	-	2021(A)
CONROE MARKETPLACE	TX	18,869	50,757	(1,582	)	10,842	57,202	68,044	13,901	54,143	-	2015(A)
COPPERFIELD VILLAGE SHOP.CTR.	TX	7,828	34,864	1,334		7,828	36,198	44,026	9,507	34,519	-	2015(A)
COPPERWOOD VILLAGE	TX	13,848	84,184	2,580		13,848	86,765	100,613	21,475	79,138	-	2015(A)
CYPRESS TOWNE CENTER	TX	6,034	-	2,412		2,252	6,194	8,446	2,098	6,348	-	2003(C)
CYPRESS TOWNE CENTER	TX	12,329	36,836	1,714		8,644	42,234	50,878	8,640	42,238	-	2016(A)
CYPRESS TOWNE CENTER (PHASE II)	TX	2,061	6,158	(1,361	)	270	6,588	6,858	1,961	4,897	-	2016(A)
DRISCOLL AT RIVER OAKS-RESI	TX	1,244	145,366	3,107		1,244	148,472	149,716	8,080	141,636	-	2021(A)
FIESTA TARGET	TX	6,766	7,334	378		6,766	7,711	14,477	1,199	13,278	-	2021(A)
FIESTA TRAILS	TX	15,185	32,897	1,843		15,185	34,739	49,924	4,206	45,718	-	2021(A)
GALVESTON PLACE	TX	1,661	28,288	3,330		1,661	31,619	33,280	3,413	29,867	-	2021(A)
GATEWAY STATION	TX	1,374	28,145	4,955		1,375	33,099	34,474	9,677	24,797	-	2011(A)
GATEWAY STATION PHASE II	TX	4,140	12,020	1,132		4,143	13,148	17,291	2,762	14,529	-	2017(A)
GRAND PARKWAY MARKET PLACE II	TX	13,436	-	39,243		12,298	40,381	52,679	6,896	45,783	-	2015(C)
GRAND PARKWAY MARKETPLACE	TX	25,364	-	64,791		21,937	68,218	90,155	10,900	79,255	-	2014(C)
HEB - DAIRY ASHFORD & MEMORIAL	TX	1,076	5,324	1		1,076	5,325	6,401	429	5,972	-	2021(A)
HEIGHTS PLAZA	TX	5,423	10,140	23		5,423	10,163	15,586	1,182	14,404	-	2021(A)
INDEPENDENCE PLAZA - LAREDO	TX	4,836	53,564	140		4,836	53,703	58,539	5,232	53,307	8,063	2021(A)
INDEPENDENCE PLAZA II - LAREDO	TX	2,482	21,418	12		2,482	21,431	23,913	2,800	21,113	-	2021(A)
KROGER PLAZA	TX	520	2,081	3,103		520	5,183	5,703	2,595	3,108	-	1995(A)
LAKE PRAIRIE TOWN CROSSING	TX	7,897	-	30,681		6,783	31,795	38,578	10,252	28,326	-	2006(C)
LAS TIENDAS PLAZA	TX	8,678	-	28,165		7,944	28,899	36,843	9,825	27,018	-	2005(C)
MONTGOMERY PLAZA	TX	10,739	63,065	1,650		10,739	64,715	75,454	17,749	57,705	-	2015(A)
MUELLER OUTPARCEL	TX	150	3,351	(3	)	150	3,348	3,498	335	3,163	-	2021(A)
MUELLER REGIONAL RETAIL CENTER	TX	7,352	85,805	3,521		7,352	89,326	96,678	9,336	87,342	-	2021(A)
NORTH CREEK PLAZA	TX	5,044	34,756	86		5,044	34,841	39,885	4,066	35,819	-	2021(A)
OAK FOREST	TX	13,395	25,275	290		13,395	25,565	38,960	2,723	36,237	-	2021(A)
PLANTATION CENTRE	TX	2,325	34,494	913		2,325	35,408	37,733	4,033	33,700	-	2021(A)
PRESTON LEBANON CROSSING	TX	13,552	-	28,428		12,164	29,816	41,980	12,058	29,922	-	2006(C)
RANDALLS CENTER/KINGS CROSSING	TX	3,717	21,363	6,631		3,717	27,993	31,710	2,613	29,097	-	2021(A)
RICHMOND SQUARE	TX	7,568	15,432	(233	)	7,568	15,198	22,766	1,258	21,508	-	2021(A)
RIVER OAKS S.C. EAST	TX	5,766	13,882	120		5,766	14,002	19,768	1,373	18,395	-	2021(A)
RIVER OAKS S.C. WEST	TX	14,185	138,022	3,897		14,185	141,918	156,103	12,799	143,304	-	2021(A)
ROCK PRAIRIE MARKETPLACE	TX	-	8,004	232		-	8,236	8,236	671	7,565	-	2021(A)
SHOPPES AT MEMORIAL VILLAGES	TX	-	41,493	57		-	41,549	41,549	4,449	37,100	-	2021(A)
SHOPS AT HILSHIRE VILLAGE	TX	11,206	19,092	562		11,206	19,655	30,861	2,562	28,299	-	2021(A)
SHOPS AT KIRBY DRIVE	TX	969	5,031	(37	)	969	4,994	5,963	445	5,518	-	2021(A)
SHOPS AT THREE CORNERS	TX	7,094	59,795	(393	)	7,094	59,401	66,495	6,621	59,874	-	2021(A)
STEVENS RANCH	TX	18,143	6,407	405		18,143	6,812	24,955	837	24,118	-	2021(A)
THE CENTRE AT COPPERFIELD	TX	6,723	22,525	628		6,723	23,154	29,877	6,795	23,082	-	2015(A)
THE CENTRE AT POST OAK	TX	12,642	100,658	288		12,642	100,947	113,589	11,326	102,263	-	2021(A)
THE SHOPPES @ WILDERNESS OAKS	TX	4,359	8,964	(12,427	)	896	-	896	-	896	-	2021(A)
TOMBALL CROSSINGS	TX	8,517	28,484	1,545		7,965	30,581	38,546	8,034	30,512	-	2013(A)
TOMBALL MARKETPLACE	TX	4,280	31,793	217		4,280	32,010	36,290	3,982	32,308	-	2021(A)
TRENTON CROSSING - NORTH MCALLEN	TX	6,279	29,686	2,013		6,279	31,700	37,979	4,444	33,535	-	2021(A)
VILLAGE PLAZA AT BUNKER HILL	TX	21,320	233,086	2,053		21,320	235,140	256,460	22,191	234,269	71,050	2021(A)
WESTCHASE S.C.	TX	7,547	35,653	3		7,547	35,656	43,203	3,887	39,316	13,506	2021(A)
WESTHILL VILLAGE	TX	11,948	26,479	613		11,948	27,092	39,040	3,405	35,635	-	2021(A)
WOODBRIDGE SHOPPING CENTER	TX	2,569	6,814	491		2,569	7,305	9,874	2,833	7,041	-	2012(A)

BURKE TOWN PLAZA	VA	-	43,240	(5,224	)	-	38,016	38,016	9,999	28,017	-	2014(A)
CENTRO ARLINGTON	VA	3,937	35,103	1,600		3,937	36,704	40,641	2,398	38,243	-	2021(A)
CENTRO ARLINGTON-RESI	VA	15,012	155,639	604		15,012	156,243	171,255	6,800	164,455	-	2021(A)
DOCSTONE COMMONS	VA	3,839	11,468	643		3,904	12,046	15,950	2,730	13,220	-	2016(A)
DOCSTONE O/P - STAPLES	VA	1,425	4,318	(828	)	1,168	3,747	4,915	1,028	3,887	-	2016(A)
DULLES TOWN CROSSING	VA	53,285	104,176	2,449		53,285	106,625	159,910	28,499	131,411	-	2015(A)
GORDON PLAZA	VA	-	3,331	6,005		5,573	3,763	9,336	791	8,545	-	2017(A)
HILLTOP VILLAGE CENTER	VA	23,409	93,673	553		23,409	94,225	117,634	7,743	109,891	-	2021(A)
OLD TOWN PLAZA	VA	4,500	41,570	(14,425	)	3,053	28,592	31,645	9,024	22,621	-	2007(A)
POTOMAC RUN PLAZA	VA	27,370	48,451	3,896		27,370	52,347	79,717	21,125	58,592	-	2008(A)
STAFFORD MARKETPLACE	VA	26,893	86,450	16,725		29,485	100,584	130,069	22,898	107,171	-	2015(A)
STONEBRIDGE AT POTOMAC TOWN CENTER	VA	52,190	73,877	54,138		52,189	128,017	180,206	3,967	176,239	-	2023(A)
WEST ALEX - RETAIL	VA	6,043	55,434	1,510		6,043	56,944	62,987	3,556	59,431	-	2021(A)
WEST ALEX-OFFICE	VA	1,479	10,458	1,602		1,479	12,059	13,538	622	12,916	-	2021(A)
WEST ALEX-RESI	VA	15,892	65,282	451		15,892	65,733	81,625	5,813	75,812	-	2021(A)
AUBURN NORTH	WA	7,786	18,158	12,122		7,786	30,279	38,065	11,541	26,524	-	2007(A)
COVINGTON ESPLANADE	WA	6,009	47,941	165		6,009	48,107	54,116	3,630	50,486	-	2021(A)
FRANKLIN PARK COMMONS	WA	5,419	11,989	7,740		5,419	19,730	25,149	5,778	19,371	-	2015(A)
FRONTIER VILLAGE SHOPPING CTR.	WA	10,751	44,861	2,811		10,751	47,672	58,423	12,080	46,343	-	2012(A)
GATEWAY SHOPPING CENTER	WA	6,938	11,270	9,612		6,938	20,883	27,821	4,249	23,572	-	2016(A)
SILVERDALE PLAZA	WA	3,875	33,109	1,196		3,756	34,425	38,181	10,419	27,762	-	2012(A)
THE MARKETPLACE AT FACTORIA	WA	60,502	92,696	27,454		65,781	114,871	180,652	31,949	148,703	-	2013(A)
THE WHITTAKER	WA	15,799	23,508	181		15,799	23,690	39,489	2,361	37,128	-	2021(A)

OTHER PROPERTY INTERESTS
ASANTE RETAIL CENTER	AZ		8,703		3,406		(11,939	)		170		-		170		-		170		-	2004(C)
HOMESTEAD-WACHTEL LAND LEASE	FL		150		-		-			150		-		150		-		150		-	2013(A)
PALM COAST LANDING OUTPARCELS	FL		1,460		-		5			1,460		5		1,465		-		1,465		-	2021(A)
LAKE WALES S.C.	FL		601		-		-			601		-		601		-		601		-	2009(A)
FLINT - VACANT LAND	MI		101		-		(10	)		91		-		91		-		91		-	2012(A)
CHARLOTTE SPORTS & FITNESS CTR	NC		501		1,859		562			501		2,422		2,923		2,086		837		-	1986(A)
SURF CITY CROSSING	NC		5,260		-		(2,478	)		2,782		-		2,782		-		2,782		-	2021(A)
THE SHOPPES AT CAVENESS FARMS	NC		5,470		-		21			5,470		21		5,491		-		5,491		-	2021(A)
WAKE FOREST CROSSING II - LAND ONLY	NC		520		-		-			520		-		520		-		520		-	2021(A)
WAKEFIELD COMMONS III	NC		6,506		-		(5,397	)		787		322		1,109		321		788		-	2001(C)
WAKEFIELD CROSSINGS	NC		3,414		-		(3,277	)		137		-		137		-		137		-	2001(C)
HILLSBOROUGH PROMENADE	NJ		11,887		-		(6,632	)		5,006		249		5,255		130		5,125		-	2001(C)
JERICHO ATRIUM	NY		10,624		20,065		5,237			10,624		25,302		35,926		8,365		27,561		-	2016(A)
KEY BANK BUILDING	NY		1,500		40,487		(8,107	)		669		33,211		33,880		22,784		11,096		-	2006(A)
MANHASSET CENTER (RESIDENTIAL)	NY		950		-		-			950		-		950		-		950		-	2012(A)
MERRY LANE (PARKING LOT)	NY		1,486		2		1,567			1,486		1,569		3,055		-		3,055		-	2007(A)
NORTHPORT LAND PARCEL	NY		-		14		82			-		96		96		12		84		-	2012(A)
MCMINNVILLE PLAZA	OR		4,062		-		478			4,062		478		4,540		-		4,540		-	2006(C)
1935 WEST GRAY	TX		780		-		14			780		14		794		-		794		-	2021(A)
2503 MCCUE, LLC	TX		-		2,287		-			-		2,287		2,287		1,082		1,205		-	2021(A)
NORTH TOWNE PLAZA - BROWNSVILLE	TX		1,517		-		295			1,517		295		1,812		8		1,804		-	2021(A)
RICHMOND SQUARE - PAD	TX		570		-		4			570		4		574		-		574		-	2021(A)
TEXAS CITY LAND	TX		1,000		-		-			1,000		-		1,000		-		1,000		-	2021(A)
WESTOVER SQUARE	TX		1,520		-		(665	)		855		-		855		-		855		-	2021(A)
BLUE RIDGE	Various		12,347		71,530		(51,782	)		3,513		28,582		32,095		20,990		11,105		-	2005(A)
BALANCE OF PORTFOLIO (4)	Various		1,907		65,127		(22,029	)		-		45,013		45,013		5,232		39,781		-

TOTALS		$	4,232,117	$	11,848,636	$	2,857,041		$	4,177,797	$	14,759,997	$	18,937,794	$	3,842,869	$	15,094,925	$	353,945

(1)	The negative balance for costs capitalized subsequent to acquisition could include parcels/out-parcels sold, assets held-for-sale, provision for losses and/or demolition of part of a property for redevelopment.

(2)	Includes fair market value of debt adjustments, net and deferred financing costs, net.

(3)	Shopping center includes land held for development.

(4)	Includes fixtures, leasehold improvements and other costs capitalized.

110

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

Buildings and building improvements (in years)		5	to	50
Fixtures, building and leasehold improvements		Terms of leases or useful lives, whichever is shorter
(including certain identified intangible assets)

The aggregate cost for Federal income tax purposes was approximately $17.5 billion at December 31, 2023.

The changes in total real estate assets for the years ended December 31, 2023, 2022 and 2021 are as follows:

	2023			2022			2021
Balance, beginning of period	$	18,457,242		$	18,052,271		$	12,068,827
Additions during period:
Acquisitions		208,001			542,789			5,765,363
Improvements		263,171			183,561			153,698
Transfers from unconsolidated joint ventures		166,490			-			785,334
Deductions during period:
Sales and assets held-for-sale		(85,541	)		(271,347	)		(205,057	)
Transfers to unconsolidated joint ventures		-			-			(433,829	)
Adjustment for fully depreciated assets		(59,832	)		(36,032	)		(82,065	)
Adjustment of property carrying values		(11,737	)		(14,000	)		-
Balance, end of period	$	18,937,794		$	18,457,242		$	18,052,271

The changes in accumulated depreciation for the years ended December 31, 2023, 2022 and 2021 are as follows:

	2023			2022			2021
Balance, beginning of period	$	3,417,414		$	3,010,699		$	2,717,114
Additions during period:
Depreciation for year		492,434			493,075			378,416
Deductions during period:
Sales and assets held-for-sale		(7,147	)		(50,328	)		(2,766	)
Adjustment for fully depreciated assets/other		(59,832	)		(36,032	)		(82,065	)
Balance, end of period	$	3,842,869		$	3,417,414		$	3,010,699

Reclassifications:

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

111

KIMCO REALTY CORPORATION AND SUBSIDIARIES AND KIMCO REALTY OP, LLC AND SUBSIDIARIES

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

As of December 31, 2023

(in thousands)

Description	Interest Rate			Final Maturity Date	Periodic Payment Terms (a)	Prior Liens		Original Face Amount of Mortgages		Carrying Amount of Mortgages (b)
Mortgage Loans:
*Retail*
Gresham, OR		8.00	%	Apr-24	I	$	-	$	25,000	$	25,000
Apopka, FL		14.00	%	Dec-24	I		-		11,211		11,211
Lynwood, CA		9.00	%	Jun-25	I		-		16,463		16,463
Crystal Lake, IL (i)		10.50	%	Nov-26	I		-		7,308		7,308
Jacksonville, FL		10.00	%	Nov-26	I		-		15,000		15,000
San Antonio, TX		12.50	%	Sep-27	I		-		21,500		16,359
Fairfax, VA		8.00	%	May-29	I		-		14,000		14,000
Euless, TX		10.00	%	Jun-29	I		-		19,600		19,600
Individually < 3% (c)	(d)			(e)	I		-		6,485		6,485

*Nonretail*
Individually < 3% (f)	(g)			(h)	P&I		-		1,854		305

Other Financing Loans:
*Nonretail*
Borrower A		7.00	%	Mar-31	P&I		-		397		314
Allowance for Credit losses:							-		-		(1,300	)

						$	-	$	138,818	$	130,745

(a) I = Interest only; P&I = Principal & Interest.

(b) The aggregate cost for Federal income tax purposes was approximately $130.7 million as of December 31, 2023.

(d) Interest rates range from 7.00% to 12.00%.

(e) Maturity dates range from May 2033 to October 2053.

(f) Comprised of two separate loans with original loan amounts ranging from $0.5 million to $1.9 million.

(g) Interest rates range from 6.88% to 7.41%.

(h) Maturity dates range from October 2026 to December 2030.

(i) There was an outstanding undrawn mortgage loan balance of $7.0 million as of December 31, 2023, for which the Company, as a lender, accrues interest at a rate of 0.5% per annum.

For a reconciliation of mortgage and other financing receivables from January 1, 2021 to December 31, 2023, see Footnote 11 of the

Notes to the Consolidated Financial Statements included in this Form 10-K.

The Company reviews payment status to identify performing versus non-performing loans. As of December 31, 2023, the Company had a total of 13 loans, all of which are performing. The Company monitors the credit quality of its notes receivable on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the underlying collateral, the personal guarantees of the borrower and the prospects of the borrower.

The following table reconciles mortgage loans and other financing receivables from January 1, 2021 to _December 31, 2023 (_in thousands):

	2023			2022			2021
Balance at January 1,	$	87,359		$	73,102		$	32,246
Additions:
New mortgage and other loans (1)		43,519			75,063			55,307
Deductions:
Loan repayments (2)		(35	)		(60,211	)		(13,646	)
Collections of principal		(98	)		(95	)		(130	)
Allowance for credit losses		-			(500	)		(370	)
Other adjustments		-			-			(305	)
Balance at December 31,	$	130,745		$	87,359		$	73,102

	(1)	During 2021, the Company acquired $13.4 million of mortgage loan receivables in connection with the merger with Weingarten.

	(2)	During 2022, the Company recognized $4.0 million of profit participation related to the repayment of a mortgage loan, which is included in Other income, net on the Company’s Consolidated Statements of Income.

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