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 the Company's Consolidated Financial Statements for mortgage receivable loan disclosure. All adjustments to "GAAP net income from REIT operations" are net of amounts attributable to noncontrolling interests and TRSs.
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 the Company's Consolidated Financial Statements. 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.

 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. 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. Weighted-average interest rate Amount includes $130.0 million to pay off the outstanding balance on RPT's credit facility at closing, additional consideration of $18.7 million relating to transaction costs incurred by RPT and $10,879 of cash paid in lieu of issuing fractional Kimco common shares. 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.

 At December 31, 2023 and 2022, the Company had accumulated amortization relating to in-place leases and above-market leases aggregating $751,215 and $671,794, respectively. Includes bargain purchase options exercisable in 2023 related to two properties. The Company paid cash in lieu of issuing fractional Kimco common shares, which is included in "Cash Consideration" caption in the table below. 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. 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.
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. Includes minimum base rents, expense reimbursements, percentage rent, lease termination fee income and ancillary income. Includes merger related book/tax differences of $4.8 million and ($20.7) million for the years ended December 31, 2023 and 2021, respectively. Comprised of two separate loans with original loan amounts ranging from $0.5 million to $1.9 million. 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. Relates to Preferred and Common Outside Partner Units, which were issued during 2022 and partially redeemed during 2023 described above. Land parcel Average remaining term includes extensions See Footnote 23 of the Notes to the Consolidated Financial Statements for defined benefit plan disclosure. 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. 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. Shopping center includes land held for development. Includes fair market value of debt adjustments, net and deferred financing costs, net. 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. 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. 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. Includes restricted assets of consolidated variable interest entities ("VIEs") at December 31, 2023 and 2022 of $388,620 and $436,605, respectively. See Footnote 16 of the Notes to Consolidated Financial Statements. There was no prepayment charge associated with this early repayment. 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. Includes restricted assets of consolidated variable interest entities ("VIEs") at December 31, 20223 and 2022 of $388,620 and $436,605, respectively. See Footnote 16 of the Notes to Consolidated Financial Statements. 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. During March 2023, the Company received a parcel as consideration resulting from the exercise of a termination option of an operating lease. During 2022, the Company recognized impairment charges of $19.2 million, before noncontrolling interests of $16.0 million, related to five properties. Net operating losses do not expire. Relates to interest expense on finance lease liabilities, which were acquired in connection with the Merger. 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 Condensed Consolidated Statements of Income. Other consists of redeemable noncontrolling interest of $79.7 million and an embedded derivative liability associated with put and call options of these units of $56.0 million. See Footnotes 14 and 15 of the Company's Consolidated Financial Statements for additional discussion regarding fair value allocation to unitholders for noncontrolling interests. 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. 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 the Company's Consolidated Financial Statements for preferred equity investment disclosure. 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. 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. 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. 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. During 2021, the Company acquired $13.4 million of mortgage loan receivables in connection with the merger with Weingarten. 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. The Company determined that the valuation of its mortgage and other financing receivables were classified within Level 3 of the fair value hierarchy. 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. 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. Comprised of two separate loans with original loan amounts ranging from $3.1 million to $3.4 million. 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 aggregate cost for Federal income tax purposes was approximately $130.7 million as of December 31, 2023. The amounts represent adjustments associated with potentially uncollectible revenues and disputed amounts.

 Relates to changes in estimates in insured events in the prior years, incurred losses and loss adjustment expenses. For the year ended December 31, 2021, includes $5.3 million of liability incurred as a result of the Merger. 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. Includes allowances on accounts receivable and straight-line rents. 388,620 436,605 180,855 199,132 388,620 436,605 180,855 199,132

 thunderdome:item
 utr:sqft
 utr: Y
 utr: M

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number 1-10899 (Kimco Realty Corporation)

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

 KIMCO REALTY CORPORATION

 KIMCO REALTY OP, LLC

 (Exact name of registrant as specified in its charter)

 Maryland (Kimco Realty Corporation)
 Delaware (Kimco Realty OP, LLC)

 13-2744380
 92-1489725

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer Identification No.)

 500 North Broadway, Suite 201, Jericho, NY 11753

 (Address of principal executive offices) (Zip Code)

 ( 516) 869-9000

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Kimco Realty Corporation

 Title of each class

 Trading Symbol(s)

 Name of each exchange on
 which registered

 Common Stock, par value $.01 per share.

 KIM

 New York Stock Exchange

 Depositary Shares, each representing one-thousandth of a share of 5.125% Class L Cumulative Redeemable Preferred Stock, $1.00 par value per share.

 KIMprL

 New York Stock Exchange

 Depositary Shares, each representing one-thousandth of a share of 5.250% Class M Cumulative Redeemable Preferred Stock, $1.00 par value per share.

 KIMprM

 New York Stock Exchange

 Depositary Shares, each representing one-thousandth of a share of 7.250% Class N Cumulative Convertible Preferred Stock, $1.00 par value per share.

 KIMprN

 New York Stock Exchange

 Kimco Realty OP, LLC

 Title of each class

 Trading Symbol(s)

 Name of each exchange on
 which registered

 None

 N/A

 N/A

 Securities registered pursuant to section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Kimco Realty Corporation:

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 Kimco Realty OP, LLC:

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Kimco Realty Corporation Kimco Realty OP, LLC

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 Kimco Realty Corporation Kimco Realty OP, LLC

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Kimco Realty Corporation Kimco Realty OP, LLC

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Kimco Realty Corporation Kimco Realty OP, LLC

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 The aggregate market value of the voting and non-voting common equity held by non-affiliates of Kimco Realty Corporation was approximately $ 12.0 billion based upon the closing price on the New York Stock Exchange for such equity on June 30, 2023.

 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

 As of February 9, 2024, Kimco Realty Corporation had 672,904,480 shares of common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 Part III incorporates certain information by reference to the Kimco Realty Corporation's definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on May 7, 2024.

 Index to Exhibits begins on page 48.

 KIMCO REALTY CORPORATION

 KIMCO REALTY OP, LLC

 ANNUAL REPORT ON FORM 10-K

 FISCAL YEAR ENDED DECEMBER 31, 2023

 EXPLANATORY NOTE

 Prior to January 1, 2023, the business of Kimco Realty Corporation (the "Company") was conducted through a predecessor entity also known as Kimco Realty Corporation (the "Predecessor"). On December 14, 2022, the Predecessor's Board of Directors approved the entry into an Agreement and Plan of Merger (the "UPREIT Merger") with the company formerly known as New KRC Corp., which was a Maryland corporation and wholly owned subsidiary of the Predecessor (the "Parent Company"), and KRC Merger Sub Corp., which was a Maryland corporation and wholly owned subsidiary of the Parent Company ("Merger Sub"), to effect the reorganization (the "Reorganization") of the Predecessor's business into an umbrella partnership real estate investment trust, or "UPREIT".

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

 In connection with the Reorganization, the Parent Company changed its name to Kimco Realty Corporation, and replaced the Predecessor as the New York Stock Exchange-listed public company. Effective as of January 3, 2023, the Predecessor converted into a limited liability company, organized in the State of Delaware, known as Kimco Realty OP, LLC, the entity we refer to herein as "Kimco OP".

 Following the Reorganization, substantially all of the Company's assets are held by, and substantially all of the Company's operations are conducted through, Kimco OP (either directly or through its subsidiaries), as the Company's operating company, and the Company is the managing member of Kimco OP. The officers and directors of the Company are the same as the officers and directors of the Predecessor immediately prior to the Reorganization.

 The Parent Company is a real estate investment trust ("REIT") and is the managing member of 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.

 Stockholders' equity and members' capital are the primary areas of difference between the Consolidated Financial Statements of the Parent Company and those of Kimco OP. Kimco OP's capital currently includes OP Units owned solely by the Parent Company, and may in the future include non-controlling OP Units owned by third parties. OP Units owned by third parties, if any, will be accounted for within capital on Kimco OP's financial statements and in non-controlling interests in the Parent Company's financial statements.

 The Parent Company consolidates Kimco OP for financial reporting purposes, and the Parent Company does not have significant assets other than its investment in Kimco OP. Therefore, while stockholders' equity and members' capital differ as discussed above, the assets and liabilities of the Parent Company and Kimco OP are the same on their respective financial statements.

 The Company believes combining the annual reports on Form 10-K of the Parent Company and Kimco OP into this single report provides the following benefits:

 Enhances investors' understanding of the Parent Company and Kimco OP by enabling investors to view the businesses as a whole in the same manner as management views and operates the business;

 Eliminates duplicative disclosure and provides a more concise and readable presentation because a substantial portion of the disclosure applies to both the Parent Company and Kimco OP; and

 Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

 In order to highlight the differences between the Parent Company and Kimco OP, there are sections in this Annual Report that separately discuss the Parent Company and Kimco OP, including separate financial statements (but combined footnotes), separate controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and Kimco OP, unless context otherwise requires, this Annual Report refers to actions or holdings of Parent Company and/or Kimco OP as being the actions or holdings of the Company (either directly or through its subsidiaries, including Kimco OP).

 Throughout this Annual Report, unless the context requires otherwise:

 The "Company," "we," "our" or "us" refer to:

 o

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

 o

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

 o

 in statements regarding qualification as a REIT, such terms refer solely to the Predecessor or Parent Company, as applicable.

 "Kimco OP" refers to Kimco Realty OP, LLC, our operating company following the UPREIT Merger.

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

 Item No.

 Form 10-K
 Report Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. Reserved

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 FORWARD-LOOKING STATEMENTS

 This annual report on Form 10-K ("Form 10-K"), together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "believe," "expect," "intend," "commit," "anticipate," "estimate," "project," "will," "target," "plan," "forecast" or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company's control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iv) the reduction in the Company's income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, (v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and the costs associated with purchasing and maintaining assets and risks related to acquisitions not performing in accordance with our expectations, (vii) the Company's ability to raise capital by selling its assets, (viii) disruptions and increases in operating costs due to inflation and supply chain disruptions, (ix) risks associated with the development of mixed-use commercial properties, including risks associated with the development, and ownership of non-retail real estate, (x) changes in governmental laws and regulations, including, but not limited to, changes in data privacy, environmental (including climate change), safety and health laws, and management's ability to estimate the impact of such changes, (xi) the Company's failure to realize the expected benefits of the merger with RPT Realty ("RPT Merger"), (xii) significant transaction costs and/or unknown or inestimable liabilities related to the RPT Merger, (xiii) the risk of litigation, including shareholder litigation, in connection with the RPT Merger, including any resulting expense, (xiv) the ability to successfully integrate the operations of the Company and RPT and the risk that such integration may be more difficult, time-consuming or costly than expected, (xv) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company, (xvi) effects relating to the RPT Merger on relationships with tenants, employees, joint venture partners and third parties, (xvii) the possibility that, if the Company does not achieve the perceived benefits of the RPT Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company's common stock could decline, (xviii) valuation and risks related to the Company's joint venture and preferred equity investments and other investments, (xix) valuation of marketable securities, (xx) impairment charges, (xxi) criminal cybersecurity attacks disruption, data loss or other security incidents and breaches, (xxii) risks related to artificial intelligence, (xxiii) impact of natural disasters and weather and climate-related events, (xxiv) pandemics or other health crises, such as coronavirus disease 2019 ("COVID-19"), (xxv) our ability to attract, retain and motivate key personnel, (xxvi) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (xxvii) the level and volatility of interest rates and management's ability to estimate the impact thereof, (xxviii) changes in the dividend policy for the Company's common and preferred stock and the Company's ability to pay dividends at current levels, (xxix) unanticipated changes in the Company's intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity, (xxx) the Company's ability to continue to maintain its status as a REIT for U.S. federal income tax purposes and potential risks and uncertainties in connection with its UPREIT structure, and (xxxi) other risks and uncertainties identified under Item 1A, "Risk Factors" and elsewhere in this Form 10-K and in the Company's other filings with the Securities and Exchange Commission ("SEC"). Accordingly, there is no assurance that the Company's expectations will be realized. The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer to any further disclosures the Company makes or related subjects in the Company's quarterly reports on Form 10-Q and current reports on Form 8-K that the Company files with the SEC. Certain forward-looking and other statements in this Annual Report on Form 10-K, or other locations, such as our corporate website, contain various environmental, social, and governance ("ESG") standards and frameworks (including standards for the measurement of underlying data) and the interests of various stakeholders. As such, such information may not, and should not be interpreted as necessarily being, "material" under the federal securities laws for SEC reporting purposes, even if we use the word "material" or "materiality" in this document. ESG information is also often reliant on third-party information or methodologies that are subject to evolving expectations and best practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.

 Item 1. Business

 Overview

 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 mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

 The Company began operations through its predecessor, The Kimco Corporation, which was organized in 1966 upon the contribution of several shopping center properties owned by its principal stockholders. In 1973, these principals formed the Company as a Delaware corporation, and, in 1985, the operations of The Kimco Corporation were merged into the Company. The Company completed its initial public stock offering (the "IPO") in November 1991, and, commencing with its taxable year which began January 1, 1992, elected to qualify as a REIT in accordance with Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). 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 of 2023, the Company consummated the Reorganization into an UPREIT structure as described in the Explanatory Note at the beginning of this Annual Report. 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 made joint elections with the Company to be treated as taxable REIT subsidiaries ("TRSs"). This permits the Company to engage in certain business activities that a REIT may not conduct directly, by conducting such business activities through such TRSs. A TRS is subject to federal and state taxes on its income, and the Company includes a provision for taxes in its consolidated financial statements. In 1994, the Predecessor reorganized as a Maryland corporation. In March 2006, the Predecessor was added to the S&P 500 Index, an index containing the stock of 500 Large Cap companies, most of which are U.S. corporations. The Company's common stock, Class L Depositary Shares, Class M Depositary Shares, and Class N Depositary Shares are traded on the New York Stock Exchange ("NYSE") under the trading symbols "KIM", "KIMprL", "KIMprM", and "KIMprN", respectively.

 The Company is a self-administered REIT and has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. The Company's ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company's investment real estate management programs, where the Company partners with institutional investors and also retains management.

 The Company began to expand its operations through the development of real estate and the construction of shopping centers but revised its growth strategy to focus on the acquisition and redevelopment of existing shopping centers that include a grocery component. Additionally, the Company developed various residential and mixed-use operating properties and continues to obtain entitlements to embark on additional projects of this nature through re-development opportunities.

 The Company has implemented its investment real estate management format through the establishment of various institutional joint venture programs, in which the Company has noncontrolling interests. The Company earns management fees, acquisition fees, disposition fees as well as promoted interests based on achieving certain performance metrics.

 In addition, the Company has capitalized on its established expertise in retail real estate by establishing other ventures in which the Company owns a smaller equity interest and provides management, leasing and operational support for those properties. The Company has also provided preferred equity capital to real estate professionals and, from time to time, provides real estate capital, financing and management services to both healthy and distressed retailers. The Company has also made selective investments in secondary market opportunities where a security or other investment is, in management's judgment, priced below the value of the underlying assets, however, these investments are subject to volatility within the equity and debt markets.

 As described in greater detail in the Explanatory Note to this Form 10-K, (i) on January 1, 2023, as a result of the Reorganization, the Parent Company, a Maryland corporation, became the successor issuer to the Predecessor, and (ii) on January 3, 2023, the Predecessor converted into Kimco OP, a limited liability company, organized in the State of Delaware. At December 31, 2023, the Parent Company is the managing member of Kimco OP and owns 100% of the limited liability company interests of, and exercises exclusive control over, Kimco OP.

 As of December 31, 2023, the Company had interests in 523 shopping center properties (the "Combined Shopping Center Portfolio"), aggregating 89.7 million square feet of gross leasable area ("GLA"), located in 28 states. In addition, the Company had 21 other property interests, primarily through the Company's preferred equity investments and other investments, totaling 5.5 million square feet of GLA.

 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 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 the Company's 7.25% Class N Cumulative Convertible Perpetual Preferred Stock, par value $1.00 per share (the "Class N Preferred Stock"). In connection with the RPT Merger, the Company issued 53.0 million shares of common stock, 1.8 million shares of Class N Preferred Stock, and 953,400 OP Units. See Footnote 28 of the Notes to Consolidated Financial Statements for further details on the RPT Merger.

 Economic Conditions

 The economy continues to face several issues, including inflation risk, liquidity constraints, 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 elevated 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.

 Business Objective and Strategies

 The Company has developed a strong nationally diversified portfolio of open-air, grocery anchored shopping centers located in drivable first-ring suburbs primarily within 18 major metropolitan sun belt and coastal markets, which are supported by strong demographics, significant projected population growth, and where the Company perceives significant barriers to entry. As of December 31, 2023, the Company derived 86% of its proportionate share of annualized base rental revenues from these top major metro markets. The Company's shopping centers provide essential, necessity-based goods and services to the local communities and are primarily anchored by a grocery store, home improvement center, off-price retailer, discounter and/or service-oriented tenant.

 The Company's focus on high-quality locations has led to significant opportunities for value creation through the reinvestment in its assets to add density, replace outdated shopping center concepts, and better meet changing consumer demands. In order to add density to existing properties, the Company has obtained multi-family entitlements for 9,945 units of which 3,157 units have been constructed as of December 31, 2023. The Company continues to place strategic emphasis on live/work/play environments and in reinvesting in its existing assets, while building shareholder value. This philosophy is exemplified by the Company's Signature Series TM properties which include key value creation projects in our portfolio that exemplify our transformation and highlight our focus on quality, concentration around core metropolitan statistical areas, and/or growth through redevelopment and development opportunities. Signature Series properties also include fully entitled, shovel-ready mixed-use projects, and opportunities that we continue to identify and entitle as we seek to achieve the highest and best use of our real estate, enhance our communities, and create value for our stakeholders for years to come.

 The strength and security of the Company's balance sheet remains central to its strategy. The Company's strong balance sheet and liquidity position are evidenced by its investment grade unsecured debt ratings (BBB+/Baa1) by two major ratings agencies. The Company maintains one of the longest weighted average debt maturity profiles in the REIT industry, now at 8.7 years. The Company expects to continue to take steps to reduce leverage, unencumber assets and maintain its strong debt coverage metrics as mixed-use projects and redevelopments continue to come online and contribute additional cash flow growth.

 Business Objective

 The Company's primary business objective is to be the premier owner and operator of open-air, grocery-anchored shopping centers, and a growing portfolio of mixed-use assets, in the U.S. The Company believes it can achieve this objective by:

 increasing the value of its existing portfolio of properties and generating higher levels of portfolio growth;

 increasing cash flows for reinvestment and/or for distribution to shareholders while maintaining conservative payout ratios;

 maintaining strong debt metrics and our BBB+/Baa1 unsecured debt ratings

 continuing growth in desirable demographic areas with successful retailers, primarily focused on grocery anchors; and

 increasing the number of entitlements for residential use.

 Business Strategies

 The Company believes it is well positioned to achieve sustainable growth, with its strong core portfolio and its recent acquisitions allowing the Company to achieve higher occupancy levels, increased rental rates and rental growth in the future. The Company identified the following components to effectively execute and achieve its strategic goals:

 The Company has identified the following areas where it is well positioned for sustainable growth in the future.

 The Company reduces its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. As of December 31, 2023, no single open-air shopping center accounted for more than 1.3% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than 1.4% of the Company's total shopping center GLA. Furthermore, at December 31, 2023, the Company's single largest tenant represented only 3.7%, and the Company's five largest tenants aggregated less than 11.3%, of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

 As one of the original participants in the growth of the shopping center industry and the nation's largest owner and operator of open-air shopping centers, the Company has established close relationships with major national and regional retailers and maintains a broad network of industry contacts. Management is associated with and/or actively participates in many shopping center and REIT industry organizations. Notwithstanding these relationships, there are numerous regional and local commercial developers, real estate companies, financial institutions and other investors who compete with the Company for the acquisition of properties and other investment opportunities and in seeking tenants who will lease space in the Company's properties.

 The Company's executive and senior management teams are seasoned real estate operators with extensive retail and public company leadership experience. The Company's management has a deep industry knowledge and well-established relationships with retailers, brokers, and vendors through many years of operational and transactional experience, as well as significant capital markets capabilities. The Company believes that management's expertise, experience, reputation, and key relationships in the retail real estate industry provides it with a significant competitive advantage in attracting new business opportunities.

 Government Regulation

 Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property and the Americans with Disabilities Act of 1990.

 In addition, see Item 1A. Risk Factors for a discussion of material risks to us, including, to the extent material, to our competitive position, relating to governmental regulations, and see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" together with our audited consolidated financial statements and the related notes thereto for a discussion of material information relevant to an assessment of our financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings.

 Human Capital Resources

 The Company believes that its associates are one of its strongest resources and that a variety of perspectives and experiences found in its diverse workforce sparks innovation and enriches Company culture. The Company is committed to equitable and inclusive best practices in all phases of the associate life cycle, including recruitment, training, development and promotion. By cultivating high levels of associate satisfaction, management's goal is to ensure the Company remains a significant driving force in commercial real estate well into the future.

 The Company has been and will continue to be an equal opportunity employer committed to hiring, developing, and supporting its highly inclusive workplace. The Company takes steps to support its commitment that employment decisions (including how persons are recruited, hired, assigned and promoted) are not made on the basis of any legally protected characteristic. All of our employees must adhere to a Code of Business Conduct and Ethics that sets standards for appropriate behavior and includes required, regular internal training on preventing, identifying, reporting and stopping any type of discrimination and/or retaliation.

 To attract and retain high performing individuals, we are committed to partnering with our associates to provide opportunities for their professional development and promote their health and well-being. We offer a broad range of benefits, and we believe our compensation package and benefits are competitive with others in our industry. Our benefits programs include a robust offering of medical, dental, vision, life, disability and a number of exciting ancillary benefits, all of which require very low associate contributions or are offered at no cost to associates. The Company also provides a Safe Harbor 401(k) program with both pretax and Roth offerings including a robust, fully vested matching contribution.

 The Company has been recognized as a Great Place to Work for six consecutive years as well as a One of the 2023 Best Workplaces in Real Estate, both of which are based on anonymous third-party surveys and feedback collected from our associates. Additionally, the Company was once again designated a Leader in LGBTQ+ Workplace Inclusion having achieved the highest score on the Human Rights Campaign Foundation's 2023-2024 Corporate Equality Index, one of only a few REITs earning the Equality 100 Award.

 The Company operates under a hybrid work model, which balances associates' need for valuable face-to-face interactions with individual preferences for ideal work conditions. By continuing to focus on communication, collaboration, and innovation, and by encouraging associates to protect their personal time and be deliberate in where and how they choose to work, management is confident that the model results in a happier, engaged, and more efficient workforce.

 The Company's executive and management team promotes a true "open door" environment in which all feedback and suggestions are welcome. Whether it be through regular all employee calls, department meetings, frequent training sessions, Coffee Connections with the executive team, use of our BRAVO recognition program, or participation in our LABS (Leaders Advancing Business Strategy) program, associates are encouraged to be inquisitive and share ideas. Those ideas have resulted in a number of programs and benefit enhancements.

 The Company promotes physical health, including access to a national gym membership program for associates and their family members as well as host to regular wellness and nutrition seminars and health screenings. The Company also feels it is important that our associates are engaged and active in the community. Across our numerous offices, associates host volunteer and social activities. Whether we're participating in walks, runs, food or toy drives, the Company promotes and supports associate volunteerism with two volunteer days off per year and a company matching program in support of each associates charitable endeavors. The Company also encourages associates to directly drive strategy around the Company's environmental, social and governance initiatives through participation in five associate-driven KIMunity Councils focused in the areas of diversity, equity and inclusion, giving, wellness, sustainability, and tenant engagement.

 The Company recognizes the importance of advanced education and provides funds for scholarship programs to benefit the children of our associates as well as students interested in pursuing careers in real estate.

 The Company's executive offices are located at 500 North Broadway, Suite 201, Jericho, NY 11753, a mixed-use property that is wholly owned by the Company, and its telephone number is (516) 869-9000 or 1-800-764-7114. Nearly all corporate functions, including legal, data processing, finance and accounting are administered by the Company from its executive offices in Jericho, New York and supported by the Company's regional offices. As of December 31, 2023, a total of 660 persons were employed by the Company, of which 31% were located in our corporate office with the remainder located in 26 offices throughout the United States. The average tenure of our employees was 9.4 years.

 Environmental, Social and Governance ( " ESG ") Programs

 The Company strives to build a thriving and viable business, one that succeeds by delivering long-term value for its stakeholders. We believe that the Company's ESG programs are aligned with its core business strategy of creating destinations for everyday living that inspire a sense of community and deliver value to its many stakeholders.

 The Company has identified the following five pillars that outline the Company's current strategic priorities within our ESG program. The Company has defined 16 ESG goals that expand upon the Company's commitment with clear targets in each pillar:

 The Company has aligned its annual reporting towards standards from the Global Reporting Initiative ("GRI"), Sustainability Accounting Standards Board ("SASB") and Task Force on Climate-related Financial Disclosures ("TCFD"). The Company also discloses aggregate-level EEO-1 workforce data that can be found on the Company's website, which data and website contents are not incorporated by reference hereto. Additional ESG information of relevance to stakeholders can be found on the Company's website, the contents of which are not incorporated by reference and do not form a part of this Form 10-K.

 The Company's Board of Directors sets the Company's overall ESG program objectives and oversees enterprise risk management. The Nominating and Corporate Governance Committee of the Board of Directors is responsible for overseeing the Company's efforts with regard to the Company's ESG matters.

 The Company recognizes that climate change is one of the most significant stakeholder issues of our times, threatening the viability of economic and environmental systems globally. The scientific community has studied climate change and a consensus exists that warming is occurring outside the boundaries of historical planetary trends due in significant part, to human activity. As a real estate portfolio owner, the Company monitors physical and transition risks as well as opportunities posed to its business by climate change and quantifies and discloses the climate impacts of its activities. The Company has established a near-term greenhouse gas ("GHG") emissions reduction target of reducing Scope 1 and 2 emissions 30% from a 2018 baseline by 2030, and separately has a target of achieving net zero Scope 1 and 2 GHG emissions by 2050.

 Climate risks and opportunities are generally evaluated at both the corporate and individual asset level. The following table summarizes relevant climate risks identified as a part of the Company's ongoing risk assessment process. The Company may be subject to other climate risks not included below.

 Climate Risk

 Description

 Physical

 Acute Hazards - Windstorms

 Increased frequency and intensity of windstorms, such as hurricanes, could lead to property damage, loss of property value, increased operation and capital costs and insurance premiums, and interruptions to business operations.

 Acute Hazards - Flooding

 Change in rainfall conditions leading to increased frequency and severity of flooding could lead to property damage, loss of property value, increased operating and capital costs and insurance premiums, and interruptions to business operations.

 Chronic Stressors - Sea Level Rise

 Rising sea levels could lead to storm surge and other potential impacts for low-lying coastal properties leading to damage, loss of property value, increased operating and capital costs and insurance premiums, and interruptions to business operations.

 Chronic Stressors - Wildfires

 Change in fire potential could lead to permanent loss of property, stress on human health (air quality) and stress on ecosystem services.

 Chronic Stressors - Heat and
 Water Stress

 Increases in temperature could lead to droughts and decreased available water supply could lead to higher utility usage and supply interruptions.

 Transition

 Policy and Legal

 Regulations at the federal, state and local levels, in addition to stakeholder adherence to international regulations, could impose additional operating and capital costs associated with utilities, energy efficiency, building materials and building design.

 Reputation and Market

 Increased interest among retail tenants in building efficiency, sustainable design criteria and "green leases", which incorporate provisions intended to promote sustainability at the property, could result in decreased demand for outdated space. Potential for fluctuating costs for carbon intensive raw materials used to construct and renovate properties.

 Technology

 Increasing market and regulatory expectations may result in increased investment in upgrading technology and assets, including training and startup costs.

 The Company's approach in mitigating these risks include but are not limited to (i) carrying additional insurance coverage relating to flooding and windstorms, (ii) maintaining a geographically diversified portfolio, which limits exposure to event driven risks, (iii) creating a form "green lease" for its tenants which incorporates varied criteria that align landlord and tenant sustainability priorities as well as establishing green construction criteria and (iv) implementing emergency preparedness and operational energy and water efficiency programs.

 In 2020, the Company issued $500.0 million in 2.70% notes due 2030 in its inaugural green bond offering. The net proceeds from this offering are allocated to finance or refinance, in whole or in part, recently completed, existing or future eligible green projects, which projects are to be aligned with the four core components of the Green Bond Principles, 2018 as administered by the International Capital Market Association. Additionally, the Company's $2.0 billion Credit Facility (as defined below) is a green credit facility which incorporates rate adjustments associated with attainment (or nonattainment) of Scope 1 and 2 greenhouse gas emissions reductions.

 Information About Our Executive Officers

 The following table sets forth information with respect to the executive officers of the Company as of December 31, 2023:

 Name

 Age

 Position

 Joined Kimco

 Milton Cooper

 Executive Chairman of the Board of Directors

 Co-Founder

 Chief Executive Officer

 2003

 Ross Cooper

 President and Chief Investment Officer

 2006

 Glenn G. Cohen

 Executive Vice President,
 Chief Financial Officer

 1995

 David Jamieson

 Executive Vice President,
 Chief Operating Officer

 2007

 Available Information

 The Company's website is located at  The information contained on our website does not constitute part of this Form 10-K. On the Company's website you can obtain, free of charge, a copy of this Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable, after we file such material electronically with, or furnish it to, the SEC. The public may read and obtain a copy of any materials we file electronically with the SEC at

 Item 1A. Risk Factors

 We are subject to certain business and legal risks including, but not limited to, the following:

 Risks Related to Our Business and Operations

 Adverse global market and economic conditions may impede our ability to generate sufficient income and maintain our properties.

 Our properties consist primarily of open-air shopping centers, including mixed-use assets, and other retail properties. Our performance, therefore, is generally linked to economic conditions in the market for retail space. The economic performance and value of our properties is subject to all of the risks associated with owning and operating real estate, including but not limited to:

 changes in the national, regional and local economic climate;

 local conditions, including an oversupply of, or a reduction in demand for, space in properties like those that we own or operate;

 trends toward smaller store sizes as retailers reduce inventory and develop new prototypes;

 increasing use by customers of e-commerce and online store sites;

 the attractiveness of our properties to tenants;

 market disruptions due to global pandemics or other health epidemics;

 the ability of tenants to pay rent, particularly anchor tenants with leases in multiple locations;

 tenants who may declare bankruptcy and/or close stores;

 competition from other available properties to attract and retain tenants;

 changes in market rental rates;

 the need to periodically pay for costs to repair, renovate and re-let space;

 ongoing consolidation in the retail sector;

 the excess amount of retail space in a number of markets;

 changes in operating costs, including costs for maintenance, insurance and real estate taxes;

 the expenses of owning and operating properties, which are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the properties;

 changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes;

 acts of terrorism and war and acts of God, including physical and weather-related damage to our properties;

 the continued service and availability of key personnel; and

 the risk of functional obsolescence of properties over time.

 Competition may limit our ability to purchase new properties or generate sufficient income from tenants and may decrease the occupancy and rental rates for our properties.

 Numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties and properties for acquisition. Open-air shopping centers, including mixed-use assets, or other retail shopping centers with more convenient locations or better rents may attract tenants or cause them to seek more favorable lease terms at or prior to renewal. Retailers at our properties may face increasing competition from other retailers, e-commerce, outlet malls, discount shopping clubs, telemarketing or home shopping networks, all of which could (i) reduce rents payable to us; (ii) reduce our ability to attract and retain tenants at our properties; or (iii) lead to increased vacancy rates at our properties. We may fail to anticipate the effects of changes in consumer buying practices, particularly of growing online sales and the resulting retailing practices and space needs of our tenants or a general downturn in our tenants' businesses, which may cause tenants to close stores or default in payment of rent.

 We face competition in the acquisition or development of real property from others engaged in real estate investment that could increase our costs associated with purchasing and maintaining assets. Some of these competitors may have greater financial resources than we do. This could result in competition for the acquisition of properties for tenants who lease or consider leasing space in our existing and subsequently acquired properties and for other investment or development opportunities.

 Our performance depends on our ability to collect rent from tenants, including anchor tenants, our tenants ' financial condition and our tenants maintaining leases for our properties.

 At any time, our tenants may experience a downturn in their business that may significantly weaken their financial condition. As a result, our tenants may delay a number of lease commencements, decline to extend or renew leases upon expiration, fail to make rental payments when due, close stores or declare bankruptcy. Any of these actions could result in the termination of tenants' leases and the loss of rental income attributable to these tenants' leases. In the event of a default by a tenant, we may experience delays and costs in enforcing our rights as landlord under the terms of the leases.

 In addition, multiple lease terminations by tenants, including anchor tenants, or a failure by multiple tenants to occupy their premises in a shopping center could result in lease terminations or significant reductions in rent by other tenants in the same shopping centers under the terms of some leases. In that event, we may be unable to re-lease the vacated space at attractive rents or at all, and our rental payments from our continuing tenants could significantly decrease. The occurrence of any of the situations described above, particularly involving a substantial tenant with leases in multiple locations, could have a material adverse effect on our financial condition, results of operations and cash flows.

 A tenant that files for bankruptcy protection may not continue to pay us rent. A bankruptcy filing by, or relating to, one of our tenants or a lease guarantor would bar all efforts by us to collect pre-bankruptcy debts from the tenant or the lease guarantor, or their property, unless the bankruptcy court permits us to do so. A tenant bankruptcy could delay our efforts to collect past due balances under the relevant leases and could ultimately preclude collection of these sums. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold, if at all.

 The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which impact the performance of their businesses, including, but not limited to, inflation, labor shortages, supply chain constraints, decreasing consumer confidence and discretionary spending, and increasing energy prices and interest rates.

 E-commerce and other changes in consumer buying practices present challenges for many of our tenants and may require us to modify our properties, diversify our tenant composition and adapt our leasing practices to remain competitive.

 Many of our tenants face increasing competition from e-commerce and other sources that could cause them to reduce their size, limit the number of locations and/or suffer a general downturn in their businesses and ability to pay rent. We may also fail to anticipate the effects of changes in consumer buying practices, particularly of growing online sales and the resulting change in retailing practices and space needs of our tenants, which could have an adverse effect on our results of operations and cash flows. We are focused on anchoring and diversifying our properties with tenants that are more resistant to competition from e-commerce (e.g., groceries, essential retailers, restaurants and service providers), but there can be no assurance that we will be successful in modifying our properties, diversifying our tenant composition and/or adapting our leasing practices.

 Our expenses may remain constant or increase, even if income from our Combined Shopping Center Portfolio decreases, which could adversely affect our financial condition, results of operations and cash flows.

 Costs associated with our business, such as common area expenses, utilities, insurance, real estate taxes, mortgage payments, and corporate expenses are relatively inflexible and generally do not decrease in the event that a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause our revenues to decrease. In addition, inflation could result in higher operating costs. If we are unable to lower our operating costs when revenues decline and/or are unable to pass along cost increases to our tenants, our financial condition, results of operations and cash flows could be adversely impacted.

 We may be unable to sell our real estate property investments when appropriate or on terms favorable to us.

 Real estate property investments are illiquid and generally cannot be disposed of quickly. The capitalization rates at which properties may be sold could be higher than historic rates, thereby reducing our potential proceeds from sale. In addition, the Code includes certain restrictions on a REIT's ability to dispose of properties that are not applicable to other types of real estate companies. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on terms favorable to us within a time frame that we would need. All of these factors reduce our ability to respond to changes in the performance of our investments and could adversely affect our business, financial condition and results of operations.

 Certain properties we own have a low tax basis, which may result in a taxable gain on sale. We may utilize like-kind exchanges qualifying under Section 1031 of the Code ("1031 Exchanges") to mitigate taxable income; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions. In the event that we do not utilize 1031 Exchanges, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments.

 We may acquire or develop properties or acquire other real estate related companies, and this may create risks.

 We may acquire or develop properties or acquire other real estate related companies when we believe that an acquisition or development is consistent with our business strategies. We may not succeed in consummating desired acquisitions or in completing developments on time or within budget. When we do pursue a project or acquisition, we may not succeed in leasing newly developed or acquired properties at rents sufficient to cover the costs of acquisition or development and operations. Difficulties in integrating acquisitions may prove costly or time-consuming and could divert management's attention from other activities. Acquisitions or developments in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition or development opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and will have devoted management's time to a matter not consummated. Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware of at the time of the acquisition. In addition, development of our existing properties presents similar risks.

 Newly acquired or re-developed properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is also possible that the operating performance of these properties may decline under our management. As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate our new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional properties, particularly in secondary markets. Also, newly acquired properties may not perform as expected.

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

 We operate, are currently developing, and may in the future develop, properties either alone or through joint ventures with other persons that are known as "mixed-use" developments. This means that, in addition to the development of retail space, the project may also include space for residential, office, hotel or other commercial purposes. We have less experience in developing and managing non-retail real estate than we do with retail real estate. As a result, if a development project includes a non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer with experience developing properties for such use or partner with such a developer. If we do not sell the rights or partner with such a developer, or if we choose to develop the other component ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate generally, but also to specific risks associated with the development and ownership of non-retail real estate. In addition, even if we sell the rights to develop the other component or elect to participate in the development through a joint venture, we may be exposed to the risks associated with the failure of the other party to complete the development as expected. These include the risk that the other party would default on its obligations necessitating that we complete the other component ourselves, including providing any necessary financing. In the case of residential properties, these risks include competition for prospective residents from other operators whose properties may be perceived to offer a better location or better amenities or whose rent may be perceived as a better value given the quality, location and amenities that the resident seeks. We will also compete against condominiums and single-family homes that are for sale or rent. In the case of office properties, the risks also include changes in space utilization by tenants due to technology, economic conditions and business culture, declines in financial condition of these tenants and competition for credit worthy office tenants. In the case of hotel properties, the risks also include increases in inflation and utilities that may not be offset by increases in room rates. We are also dependent on business and commercial travelers and tourism. Because we have less experience with residential, office and hotel properties than with retail properties, we expect to retain third parties to manage our residential and other non-retail components as deemed warranted. If we decide to not sell or participate in a joint venture and instead hire a third-party manager, we would be dependent on them and their key personnel who provide services to us, and we may not find a suitable replacement if the management agreement is terminated, or if key personnel leave or otherwise become unavailable to us.

 Construction projects are subject to risks that materially increase the costs of completion.

 In the event that we decide to redevelop existing properties, we will be subject to risks and uncertainties associated with construction and development. These risks include, but are not limited to, risks related to obtaining all necessary zoning, land-use, building occupancy and other governmental permits and authorizations, risks related to the environmental concerns of government entities or community groups, risks related to changes in economic and market conditions, especially in an inflationary environment, between development commencement and stabilization, risks related to construction labor disruptions, adverse weather, acts of God or shortages of materials and labor which could cause construction delays and risks related to increases in the cost of labor and materials which could cause construction costs to be greater than projected and adversely impact the amount of our development fees or our financial condition, results of operations and cash flows.

 Supply chain disruptions and unexpected construction expenses and delays could impact our ability to timely deliver spaces to tenants and/or our ability to achieve the expected value of a construction project or lease, thereby adversely affecting our profitability.

 The construction and building industry, similar to many other industries, is experiencing worldwide supply chain disruptions due to a multitude of factors that are beyond our control. Materials, parts and labor have also increased in cost over the past year or more, sometimes significantly and over a short period of time. We may incur costs for a property renovation or tenant buildout that exceeds our original estimates due to increased costs for materials or labor or other costs that are unexpected. We also may be unable to complete renovation of a property or tenant space on schedule due to supply chain disruptions or labor shortages, which could result in increased debt service expense or construction costs. Additionally, some tenants may have the right to terminate their leases if a renovation project is not completed on time. The time frame required to recoup our renovation and construction costs and to realize a return on such costs can often be significant and materially adversely affect our profitability.

 The Americans with Disabilities Act of 1990 could require us to take remedial steps with respect to existing or newly acquired properties.

 Our existing properties, as well as properties we may acquire, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 (the "ADA"). Investigation of a property may reveal non-compliance with the ADA. The requirements of the ADA, or of other federal, state or local laws or regulations, also may change in the future and restrict further renovations of our properties with respect to access for disabled persons. Future compliance with the ADA may require expensive changes to the properties.

 We do not have exclusive control over our joint venture and preferred equity investments, such that we are unable to ensure that our objectives will be pursued.

 We have invested in some properties as a co-venturer or a partner, instead of owning directly. In these investments, we do not have exclusive control over the development, financing, leasing, management and other aspects of these investments. As a result, the co-venturer or partner might have interests or goals that are inconsistent with ours, take action contrary to our interests or otherwise impede our objectives. These investments involve risks and uncertainties. The co-venturer or partner may fail to provide capital or fulfill its obligations, which may result in certain liabilities to us for guarantees and other commitments. Conflicts arising between us and our partners may be difficult to manage and/or resolve and it could be difficult to manage or otherwise monitor the existing business arrangements. The co-venturer or partner also might become insolvent or bankrupt, which may result in significant losses to us.

 In addition, joint venture arrangements may decrease our ability to manage risk and implicate additional risks, such as:

 our joint venture partner having potentially inferior financial capacity or diverging business goals and strategies, which could lead to actions not aligned with our interests;

 our inability to take actions with respect to the joint venture activities that we believe are favorable to us if our joint venture partner does not agree;

 our inability to control the legal entity that has title to the real estate associated with the joint venture;

 our lenders may not be easily able to sell our joint venture assets and investments or may view them less favorably as collateral, which could negatively affect our liquidity and capital resources;

 our joint venture partners can take actions that we may not be able to anticipate or prevent, which could result in negative impacts on our debt and equity; and

 our joint venture partners' business decisions or other actions or omissions may result in harm to our reputation or adversely affect the value of our investments.

 Our joint venture and preferred equity investments generally own real estate properties for which the economic performance and value are subject to all the risks associated with owning and operating real estate as described above.

 We may not be able to recover our investments in marketable securities, mortgage receivables or other investments, which may result in significant losses to us.

 Our investments in marketable securities are subject to specific risks relating to the particular issuer of the securities, including the financial condition and business outlook of the issuer, which may result in significant losses to us. Marketable securities are generally unsecured and may also be subordinated to other obligations of the issuer. As a result, investments in marketable securities are subject to risks of:

 limited liquidity in the secondary trading market;

 substantial market price volatility, resulting from changes in prevailing interest rates;

 subordination to the prior claims of banks and other senior lenders to the issuer;

 the possibility that earnings of the issuer may be insufficient to meet its debt service and distribution obligations; and

 the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic downturn.

 These risks may adversely affect the value of outstanding marketable securities and the ability of the issuers to make distribution payments.

 See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Footnotes 8 and 28 of the Notes to Consolidated Financial Statements included in this Form 10-K for additional discussion regarding the shares held by the Company of Albertsons Companies, Inc. ("ACI").

 Our investments in mortgage receivables are subject to specific risks relating to the borrower and the underlying property. In the event of a default by a borrower, it may be necessary for us to foreclose our mortgage or engage in costly negotiations. Delays in liquidating defaulted mortgage loans and repossessing and selling the underlying properties could reduce our investment returns. Furthermore, in the event of default, the actual value of the property collateralizing the mortgage may decrease. A decline in real estate values will adversely affect the value of our loans and the value of the properties collateralizing our loans.

 Our mortgage receivables may be or become subordinated to mechanics' or materialmen's liens or property tax liens. In these instances, we may need to protect a particular investment by making payments to maintain the current status of a prior lien or discharge it entirely. Where that occurs, the total amount we recover may be less than our total investment, resulting in a loss. In the event of a major loan default or several loan defaults resulting in losses, our investments in mortgage receivables would be materially and adversely affected.

 The economic performance and value of our other investments, which we do not control, are subject to risks associated with owning and operating retail businesses, including:

 changes in the national, regional and local economic climate;

 the adverse financial condition of some large retailing companies;

 increasing use by customers of e-commerce and online store sites; and

 ongoing consolidation in the retail sector.

 A decline in the value of our other investments may require us to recognize an other-than-temporary impairment ("OTTI") against such assets. When the fair value of an investment is determined to be less than its amortized cost at the balance sheet date, we assess whether the decline is temporary or other-than-temporary. If we intend to sell an impaired asset, or it is more likely than not that we will be required to sell the impaired asset before any anticipated recovery, then we must recognize an OTTI through charges to earnings equal to the entire difference between the asset's amortized cost and its fair value at the balance sheet date. When an OTTI is recognized through earnings, a new cost basis is established for the asset, and the new cost basis may not be adjusted through earnings for subsequent recoveries in fair value.

 Our real estate assets may be subject to impairment charges.

 We periodically assess whether there are any indicators that the value of our real estate assets and other investments may be impaired. A property's value is considered to be impaired only if the estimated aggregate future undiscounted property cash flows are less than the carrying value of the property. In our estimate of cash flows, we consider factors such as trends and prospects and the effects of demand and competition on expected future operating income. If we are evaluating the potential sale of an asset or redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action as of the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. Impairment charges have an immediate direct impact on our earnings. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our results of operations in the period in which the charge is taken.

 We intend to continue to sell our lesser quality assets and may not be able to recover our investments, which may result in significant losses to us.

 There can be no assurance that we will be able to recover the current carrying amount of all of our lesser quality properties and investments and those of our unconsolidated joint ventures in the future. Our failure to do so would require us to recognize impairment charges for the period in which we reached that conclusion, which could materially and adversely affect our financial condition, results of operations and cash flows.

 We have completed our efforts to exit Mexico, Chile, Brazil, Peru and Canada, however, we cannot predict the impact of laws and regulations affecting these international operations, including the United States Foreign Corrupt Practices Act, or the potential that we may face regulatory sanctions.

 Our international operations have included properties in Mexico, Chile, Brazil, Peru and Canada and are subject to a variety of United States and foreign laws and regulations, including the United States Foreign Corrupt Practices Act and foreign tax laws and regulations. Although we have completed our efforts to exit our investments in Mexico, South America and Canada, we cannot assure you that our past practices will continue to be found to be in compliance with such laws or regulations. In addition, we cannot predict the manner in which such laws or regulations might be administered or interpreted, or when, or the potential that we may face regulatory sanctions or tax audits as a result of our international operations.

 We have experienced cybersecurity attacks and could in the future be subject to significant disruption, data loss or other security incidents or breaches.

 Our information technology ("IT") networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. While we maintain some of our own critical IT networks and related systems, we also depend on third parties to provide important software, technologies, tools and a broad array of services and operational functions, including payroll, human resources, electronic communications and finance functions. In the ordinary course of our business, we and our third-party service providers collect, process, transmit and store sensitive information and data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, as well as personally identifiable information.

 We, and our third-party service providers like all businesses, are subject to cyberattacks and security incidents, which threaten the confidentiality, integrity, and availability of our systems and information resources. Those attacks and incidents may be due to intentional or unintentional acts by employees, customers, contractors or third parties, who seek to gain unauthorized access to our or our service providers' systems to disrupt operations, corrupt data, or steal confidential or personal information through malware, computer viruses, ransomware, software or hardware vulnerabilities, social engineering (e.g., phishing attachments to e-mails) or other vectors.

 The risk of a cybersecurity attack, breach or operational disruption, particularly through a cyber incident, including by computer hackers, foreign governments or cyber terrorists, has generally increased. Attack methodologies change frequently or are not recognized until launched, and we may be unable to investigate or remediate incidents because attackers increasingly use techniques and tools, including artificial intelligence, that circumvent controls, avoid detection, and remove obscure forensic evidence. There can be no assurance that our cybersecurity risk management program, security controls and security process, or those of our third-party services providers will be fully implemented, complied with, or effective or that attempted security breaches or disruptions would not be successful or damaging.

 We have in the past experienced adverse events that have not resulted, and are not expected to result, in a material impact on the Company's business operations or financial results. For example, in February 2023, the Company experienced a criminal ransomware attack affecting data contained on legacy servers of Weingarten Realty Investors ("WRI"). The Company acquired WRI in August 2021. The affected servers and exfiltrated data were on the WRI network. The WRI network is separate and is not connected to the Company's network. The Company promptly initiated an investigation and its response protocols, including deploying containment measures such as taking affected systems offline, implementing enhanced monitoring technology and data recovery processes. The Company also notified federal law enforcement, engaged the services of cybersecurity and forensics professionals, and restored affected systems. The WRI network data is historical and stored for archival purposes. We have acquired in the past and may acquire in the future companies with cybersecurity vulnerabilities or unsophisticated security measures, which could expose us to significant cybersecurity, operational, and financial risks.

 A cyber incident could materially affect our operations and financial condition by:

 disrupting the proper functioning of our networks and systems and, therefore, our operations and/or those of certain of our tenants;

 resulting in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;

 resulting in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;

 resulting in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;

 resulting in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;

 requiring significant management attention and resources to remediate systems, fulfill compliance requirements and/or to remedy any damages that result;

 subjecting us to regulatory enforcement, including investigative costs and fines or penalties;

 subjecting us to litigation claims for negligence, breach of contract or other agreements or other causes of action, potentially resulting in remedies such as damages, credits, penalties or termination of leases or other agreements; or

 damaging our reputation among our tenants, investors and associates.

 The occurrence or perception of a cyberattack or security incident could result in operational interruption, damage to our relationship with our tenants, and confidential data exposure. In addition, federal and state governments and agencies have enacted, and continue to develop, broad data protection legislation, regulations, and guidance that require companies to increasingly implement, monitor and enforce reasonable cybersecurity measures. These governmental entities and agencies are aggressively investigating and enforcing such legislation, regulations and guidance across industry sectors and companies. We may be required to expend significant capital and other resources to address an attack or incident, including those as a result of the February 2023 incident involving the WRI legacy servers, and our insurance may not cover some or all of our losses resulting from an attack or incident. These losses may include payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement, or other services, in addition to any remedies or relief that may result from legal proceedings. The incurrence of these losses, costs or business interruptions may adversely affect our reputation as well as our financial condition, results of operations and cash flows.

 Artificial intelligence presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information, and personal data.

 Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. We have adopted generative artificial intelligence tools into our systems for specific use cases reviewed by legal and information security. Our vendors may incorporate generative artificial intelligence tools into their services and deliverables without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors' ability to maintain an adequate level of service and experience. If we, our vendors, or our third-party partners experience an actual or perceived breach or a privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information, and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

 We may be subject to liability under environmental laws, ordinances and regulations.

 Under various federal, state, and local laws, ordinances and regulations, we may be considered an owner or operator of real property and may be responsible for paying for the disposal or treatment of hazardous or toxic substances released on or in our property, as well as certain other potential costs relating to hazardous or toxic substances (including governmental fines and injuries to persons and property). This liability may be imposed whether or not we knew about, or were responsible for, the presence of hazardous or toxic substances. The Company has environmental insurance coverage on certain of its properties, however this coverage may not be sufficient to cover any or all expenses associated with the aforementioned risks.

 Natural disasters, severe weather conditions and the effects of climate change could have an adverse impact on our financial condition, results of operations and cash flows.

 Our operations are located in areas that are subject to natural disasters and severe weather conditions such as hurricanes, tornados, earthquakes, snowstorms, floods and fires, and the frequency of these natural disasters and severe weather conditions may increase due to climate change. The occurrence of natural disasters, severe weather conditions and the effects of climate change, including extreme temperatures changes to meteorological or hydrological patterns, can delay new development or redevelopment projects, decrease the attractiveness of locations, increase investment costs to repair or replace damaged properties (or make repair or replacement impossible), increase operation costs, including the cost of energy at our properties, increase costs for future property insurance, negatively impact the tenant demand for lease space and cause substantial damages or losses to our properties which could exceed any applicable insurance coverage. The incurrence of any of these losses, costs or business interruptions may adversely affect our financial condition, results of operations and cash flows.

 We anticipate the potential effects of climate change will increasingly impact the decisions and analysis we make with respect to our properties, since climate change considerations can impact the relative desirability of locations and the cost of operating and insuring real estate properties. In addition, changes in government legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our development or redevelopment projects without a corresponding increase in revenues, which may adversely affect our financial condition, results of operations and cash flows. Transition impacts of climate change may subject us to increased regulations, reporting requirements (such as the SEC's proposed climate change disclosure rule), standards, or expectations regarding the environmental impacts of our or our tenants' business. Failure to disclose accurate information in a timely manner may also adversely affect our reputation, business, or financial performance. For more information on potential climate-related risks, please refer to our disclosures title "Environmental, Social and Governance ("ESG") Programs" above.

 Pandemics or other health crises may adversely affect our tenants ' financial condition and the profitability of our properties.

 Our business and the businesses of our tenants could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the outbreak of novel coronavirus (COVID-19).

 Such events could result in the complete or partial closure of one or more of our tenants' manufacturing facilities or distribution centers, temporary or long-term disruption in our tenants' supply chains from local and international suppliers, and /or delays in the delivery of our tenants' inventory.

 The profitability of our properties depends, in part, on the willingness of customers to visit our tenants' businesses. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could cause employees or customers to avoid our properties, which could adversely affect foot traffic to our tenants' businesses and our tenants' ability to adequately staff their businesses. Such events could adversely impact tenants' sales and/or cause the temporary closure of our tenants' businesses, which could severely disrupt their operations and have a material adverse effect on our business, financial condition, results of operations and cash flows.

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

 Worldwide financial markets have recently experienced periods of extraordinary disruption and volatility, resulting in heightened credit risk, reduced valuation of investments and decreased economic activity. Moreover, many companies have experienced reduced liquidity and uncertainty as to their ability to raise capital during such periods of market disruption and volatility. In the event that these conditions recur or result in a prolonged economic downturn, our results of operations, financial position or liquidity could be materially and adversely affected. These market conditions may affect the Company's ability to access debt and equity capital markets. In addition, as a result of recent financial events, we may face increased regulation.

 Corporate responsibility, specifically related to ESG factors and commitments, imposes additional costs and expose us to new risks.

 Sustainability evaluation is becoming more broadly accepted or expected by investors and shareholders. Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed scores and ratings to evaluate companies and investment funds based upon ESG or "sustainability" metrics. Many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company's sustainability score as a reputational or other factor in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. We may face reputational damage or additional costs in the event our corporate responsibility procedures or standards do not meet the standards set by various constituencies. In addition, the criteria by which companies are rated may change, which could cause us to receive lower scores than previous years. A low sustainability score could result in a negative perception of the Company, or exclusion of our common stock from consideration by certain investors who may elect to invest with our competition instead. In addition, as part of our corporate responsibility, we have adopted certain ESG goals, including greenhouse gas emissions reduction targets and other sustainability initiatives. If we cannot not meet these goals fully or on time, we may face reputational damage. Simultaneously, there are efforts by some parties to restrict companies' efforts on various ESG-related matters. Both advocates and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.

 Moreover, while we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. For example, we note that standards regarding the monitoring and accounting of GHG emissions, as well as any GHG emissions reductions, continues to evolve, and our disclosures on such matters may continue to evolve as well, though we cannot guarantee our disclosures will always be perceived as in keeping with particular best practices. Such disclosures may also be at least partially reliant on third-party information that we have not independently verified or cannot be independently verified. In addition, we expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters, and increased regulation will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Such ESG matters may also impact our suppliers or customers, which may adversely impact our business, financial condition, or results of operations.

 Our success depends largely on the continued service and availability of key personnel.

 We depend on the deep industry knowledge and efforts of key personnel, including our executive officers, to manage our day-to-day operations and strategic business direction. Our ability to attract, retain and motivate key personnel may significantly impact our future performance, and if any of our executive officers or other key personnel depart the Company, for any reason, we may not be able to easily replace such individual. The loss of the services of our executive officers and other key personnel could have a material adverse effect on our financial condition, results of operations and cash flows.

 Retail operating conditions may adversely affect our results of operations.

 A retail property's revenues and value may be adversely affected by a number of factors, many of which apply to real estate investment generally, but which also include trends in the retail industry and perceptions by retailers or shoppers of the safety, convenience and attractiveness of the retail property. Our retail properties are public locations, and any incidents of crime or violence, including acts of terrorism, could result in a reduction of business traffic to tenant stores in our properties. Any such incidents may also expose us to civil liability or harm our reputation. In addition, to the extent that the investing public has a negative perception of the retail sector, the value of our retail properties may be negatively impacted.

 Our Umbrella Partnership Real Estate Investment Trust ( " UPREIT ") structure may result in potential conflicts of interest with members of Kimco OP, whose interests may not be aligned with those of our stockholders.

 Our directors and officers have duties to our corporation and our stockholders under Maryland law in connection with their management of the corporation. At the same time, we, as managing member of Kimco OP, our operating company, have fiduciary duties under Delaware law to our operating company and to its members in connection with the management of our operating company. Our duties as managing member of our operating company and to its members may come into conflict with the duties of our directors and officers to the corporation and our stockholders. While the operating agreement contains provisions limiting the fiduciary duties of the managing member to the operating company and its members, the provisions of Delaware law that allow for such limitations have not been fully tested in a court of law.

 Risks Related to Our Debt and Equity Securities

 We may be unable to obtain financing through the debt and equity markets, which could have a material adverse effect on our growth strategy, our financial condition and our results of operations.

 We cannot assure you that we will be able to access the credit and/or equity markets to obtain additional debt or equity financing or that we will be able to obtain financing on terms favorable to us. The inability to obtain financing on a timely basis could have negative effects on our business, such as:

 we could have great difficulty acquiring or developing properties, which would materially adversely affect our investment strategy;

 our liquidity could be adversely affected;

 we may be unable to repay or refinance our indebtedness;

 we may need to make higher interest and principal payments or sell some of our assets on terms unfavorable to us to fund our indebtedness; or

 we may need to issue additional capital stock, which could further dilute the ownership of our existing stakeholders.

 Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on terms favorable to us, if at all, and could significantly reduce the market price of our publicly traded securities.

 We are subject to financial covenants that may restrict our operating and acquisition activities.

 Our Credit Facility, bank term loans and the indentures under which our senior unsecured debt is issued contain certain financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur debt, make dividend payments, sell all or substantially all of our assets and engage in mergers and consolidations and certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain acquisition transactions that might otherwise be advantageous. In addition, failure to meet any of the financial covenants could cause an event of default under our Credit Facility, bank term loans and the indentures and/or accelerate some or all of our indebtedness, which would have a material adverse effect on us.

 We have a substantial amount of indebtedness and may need to incur more indebtedness in the future.

 We have substantial indebtedness. The level of indebtedness could have adverse consequences on our business, such as:

 requiring the Company to use a substantial portion of our cash flow from operations to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and other general corporate purposes and reduce cash for distributions;

 limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes;

 increasing our costs of incurring additional debt;

 subjecting us to floating interest rates;

 limiting our ability to compete with other companies that are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;

 restricting the Company from making strategic acquisitions, developing properties, or exploiting business opportunities;

 restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;

 exposing the Company to potential events of default (if not cured or waived) under covenants contained in our debt instruments that could have a material adverse effect on our business, financial condition, and operating results;

 increasing our vulnerability to a downturn in general economic conditions; and

 limiting our ability to react to changing market conditions in its industry.

 The impact of any of these potential adverse consequences could have a material adverse effect on our results of operations, financial condition, and liquidity.

 We are exposed to interest rate risk, and there can be no assurance that we will manage or mitigate this risk effectively.

 We are exposed to interest rate risk, primarily through our unsecured revolving credit facility. Borrowings under our unsecured revolving credit facility bear interest at a floating rate, and as a result an increase in interest rates will increase the amount of interest we must pay. Our interest rate risk may materially change in the future if we increase our borrowings under this facility. A significant increase in interest rates could also make it more difficult to find alternative financing on desirable terms. Increases in interest rates on any of our variable-rate debt would result in an increase in interest expense, which could have an adverse effect on our results of operations, financial condition, and liquidity. For additional information with respect to interest rate risk, see "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in this Form 10-K.

 Changes in market conditions could adversely affect the market price of our publicly traded securities.

 The market price of our publicly traded securities depends on various market conditions, which may change from time-to-time. Among the market conditions that may affect the market price of our publicly traded securities are the following:

 the extent of institutional investor interest in us;

 the reputation of REITs generally and the reputation of REITs with portfolios similar to ours;

 the attractiveness of the securities of REITs in comparison to securities issued by other entities, including securities issued by other real estate companies;

 our financial condition and performance;

 the market's perception of our growth potential, potential future cash dividends and risk profile;

 an increase in market interest rates, which may lead prospective investors to demand a higher distribution rate in relation to the price paid for our shares; and

 general economic and financial market conditions.

 We may change the dividend policy for our common stock in the future.

 The decision to declare and pay dividends on our common stock in the future, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our Board of Directors and will depend on our earnings, operating cash flows, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness including preferred stock, the annual distribution requirements under the REIT provisions of the Code, state law and such other factors as our Board of Directors deems relevant or are requirements under the Code or state or federal laws. Any negative change in our dividend policy could have a material adverse effect on the market price of our common stock.

 Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change of control transaction, even if such a change in control may be in our best interest, and as a result may depress the market price of our securities.

 Our charter contains certain ownership limits. Our charter contains various provisions that are intended to preserve our qualification as a REIT and, subject to certain exceptions, authorize our directors to take such actions as are necessary or appropriate to preserve our qualification as a REIT. For example, our charter prohibits the actual, beneficial or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, and more than 9.8% in value of the aggregate outstanding shares of all classes and series of our stock. Our Board of Directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from these ownership limits if certain conditions are satisfied. The restrictions on ownership and transfer of our stock may:

 discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; or

 result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of the benefits of owning the additional shares.

 Risks Related to Our Status as a REIT and Related U.S. Federal Income Tax Matters

 Loss of our tax status as a REIT or changes in U.S. federal income tax laws, regulations, administrative interpretations or court decisions relating to REITs could have significant adverse consequences to us and the value of our securities.

 We have elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. We believe that we are organized and operate in a manner that has allowed us to qualify and will allow us to remain qualified as a REIT under the Code. However, there can be no assurance that we have qualified or will continue to qualify as a REIT for U.S. federal income tax purposes.

 Qualification as a REIT involves the application of highly technical and complex Code provisions, for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the U.S. Internal Revenue Service (the "IRS") and U.S. Department of the Treasury. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, regulations, administrative interpretations or court decisions could significantly and negatively change the tax laws with respect to qualification as a REIT, the U.S. federal income tax consequences of such qualification or the desirability of an investment in a REIT relative to other investments.

 In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the ownership of our stock, the composition of our assets and the sources of our gross income. Also, we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, excluding net capital gains. Furthermore, we own a direct or indirect interest in certain subsidiary REITs which have elected to be taxed as REITs for U.S. federal income tax purposes under the Code. Provided that each subsidiary REIT qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. The failure of a subsidiary REIT to qualify as a REIT could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus our ability to qualify as a REIT.

 If we were to lose our REIT status, we would face serious tax consequences that would substantially reduce the funds available to pay distributions to stockholders for each of the years involved because:

 we would not be allowed a deduction for dividends to stockholders in computing our taxable income, and we would be subject to the regular U.S. federal corporate income tax;

 we could possibly be subject to a federal alternative minimum tax or increased state and local taxes;

 unless we were entitled to relief under statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified; and

 we would not be required to make distributions to stockholders.

 Our failure to qualify as a REIT or new legislation or changes in U.S. federal income tax laws, including with respect to qualification as a REIT or the tax consequences of such qualification, could also impair our ability to expand our business or raise capital and have a materially adverse effect on the value of our securities.

 To maintain our REIT status, we may be forced to borrow funds during unfavorable market conditions, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, which could adversely affect our financial condition, results of operations, cash flows and per share trading price of our common stock.

 To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our REIT taxable income each year, excluding net capital gains, and we will be subject to regular U.S. federal corporate income taxes on the amount we distribute that is less than 100% of our net taxable income each year, including capital gains. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. While we have historically satisfied these distribution requirements by making cash distributions to our stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming we continue to satisfy these distribution requirements with cash, we may need to borrow funds to meet the REIT distribution requirements and avoid the payment of income and excise taxes even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of cash reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market's perception of our growth potential, our current debt levels, the market price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times, and could adversely affect our financial condition, results of operations, cash flows and per share trading price of our common stock.

 If Kimco OP were to fail to qualify as a partnership for federal income tax purposes, the Parent Company would fail to qualify as a REIT and suffer other adverse consequences.

 We believe that after the RPT Merger, Kimco OP has been organized and operated in a manner that allows it to be treated as a partnership, and not an association or publicly traded partnership taxable as a corporation, for federal income tax purposes. As an entity treated as a partnership for federal income tax purposes, Kimco OP is not subject to federal income tax on its income. Instead, each of its partners, including the Parent Company, is allocated, and may be required to pay tax with respect to, that partner's share of Kimco OP's income. No assurance can be provided, however, that the IRS will not challenge Kimco OP's status as a partnership for federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in treating Kimco OP as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, the Parent Company would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, would cease to qualify as a REIT. Such REIT qualification failure could impair our ability to expand our business and raise capital, and would materially adversely affect the value of the Parent Company's stock and the OP Units. Also, the failure of Kimco OP to qualify as a partnership would cause it to become subject to federal corporate income tax, which would reduce significantly the amount of its cash available for debt service and for distribution to its partners, including the Parent Company.

 Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business.

 From time to time we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historic tax attributes and liabilities of such entities. For example, if we acquire a C corporation and subsequently dispose of its assets within five years of the acquisition, we could be required to pay tax on any built-in gain attributable to such assets determined as of the date on which we acquired the assets. In addition, in order to qualify as a REIT, at the end of any taxable year, we must not have any earnings and profits accumulated in a non-REIT year. As a result, if we acquire a C corporation, we must distribute the corporation's earnings and profits accumulated prior to the acquisition before the end of the taxable year in which we acquire the corporation. We also could be required to pay the acquired entity's unpaid taxes even though such liabilities arose prior to the time we acquired the entity.

 The tax imposed on REITs engaging in " prohibited transactions " may limit our ability to engage in transactions which would be treated as sales for U.S. federal income tax purposes.

 A REIT's net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, or is held through a taxable REIT subsidiary, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

 Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

 The maximum tax rate applicable to "qualified dividend income" payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for these reduced rates. U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (i.e., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends treated as qualified dividend income, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of our common stock.

 Risks Relating to the Company after Completion of the RPT Merger

 We expect to incur substantial expenses related to the RPT Merger.

 We expect to incur substantial expenses in completing the RPT Merger and integrating the business, operations, networks, systems, technologies, policies and procedures of the Company and RPT. There are a large number of processes that must be integrated in the RPT Merger, including leasing, billing, management information, purchasing, accounting and finance, sales, payroll and benefits, fixed asset, lease administration and regulatory compliance. While we have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of such integration expenses.

 Our stockholders were diluted by the RPT Merger and the trading price of shares of the combined company may be affected by factors different from those affecting the price of shares of our common stock before the RPT Merger.

 The RPT Merger diluted the ownership position of our stockholders. After completion of the RPT Merger, our legacy stockholders own approximately 92% of the issued and outstanding shares of our common stock, and legacy RPT stockholders own approximately 8% of the issued and outstanding shares of our common stock. Consequently, our stockholders have somewhat less influence over our management and policies after the RPT Merger than they previously exercised. The results of our operations and the trading price of our common stock after the RPT Merger may also be affected by factors different from those previously affecting our results of operations and the trading prices of our common stock. For example, some of our and RPT's prior institutional investors may elect to decrease their ownership in the combined company. Accordingly, the historical trading prices and financial results of the Company and RPT may not be indicative of trading prices and financial results of the combined company after the RPT Merger.

 Following the RPT Merger, we may be unable to integrate the business of RPT successfully or realize the anticipated synergies and related benefits of the RPT Merger or do so within the anticipated time frame.

 The RPT Merger involves the combination of two companies, which previously operated as independent public companies, and requires significant management attention and resources. Potential difficulties we may encounter in the integration process include:

 the inability to successfully combine the businesses of the Company and RPT in a manner that permits the Company to achieve the anticipated cost savings from the RPT Merger, which would result in some anticipated benefits of the RPT Merger not being realized in the time frame currently anticipated, or at all;

 the failure to integrate operations and internal systems, programs and controls within the expected time frame or at all;

 the inability to successfully realize the anticipated value from some of RPT's assets;

 lost sales and tenants as a result of certain tenants of either of the Company or RPT deciding not to continue to do business with the combined company;

 complexities associated with combining two companies with different histories, cultures, markets, strategies and customer bases and managing the combined Company;

 any failure of the combined company to retain key employees of either of the two companies;

 potential unknown liabilities and unforeseen increased expenses associated with the RPT Merger; and

 performance shortfalls, including as a result of the diversion of management's attention caused by the RPT Merger and integration.

 For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of our management, the disruption of our ongoing business or inconsistencies in our services, standards, controls, procedures and policies, any of which could adversely affect the ability of the Company to maintain relationships with tenants, vendors and employees or to achieve the anticipated future opportunities, plans and benefits of the RPT Merger, or could otherwise adversely affect our business, financial condition, results of operations and cash flows.

 Following the RPT Merger, we have a substantial amount of indebtedness and may need to incur additional indebtedness in the future.

 Following the RPT Merger, we have a substantial amount of indebtedness and may need to incur additional indebtedness. Our substantial indebtedness and the incurrence of new indebtedness could have adverse consequences on our business following the RPT Merger, such as:

 requiring the Company to use a substantial portion of our cash flow provided by operating activities to service our indebtedness, which would reduce the available cash flow to fund working capital, capital expenditures, development projects, and other general corporate purposes and reduce cash for distributions;

 limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures, or other debt service requirements or for other purposes;

 increasing our costs of incurring additional debt;

 increasing our exposure to floating interest rates;

 limiting our ability to compete with other companies that are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;

 restricting the Company from making strategic acquisitions, developing properties, or exploiting business opportunities;

 restricting the way in which we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;

 exposing the Company to potential events of default (if not cured or waived) under covenants contained in our debt instruments;

 increasing our vulnerability to a downturn in general economic conditions; and

 limiting our ability to react to changing market conditions in its industry.

 The impact of any of these potential adverse consequences could have a material adverse effect on our business, financial condition, results of operations and liquidity.

 Counterparties to certain agreements with RPT may exercise their contractual rights under such agreements in connection with the RPT Merger.

 RPT is party to certain agreements that give the counterparty certain rights following a "change in control," including in some cases the right to terminate such agreements. Under some such agreements, for example certain debt obligations, the RPT Merger constitutes a change in control and therefore the counterparty may exercise certain rights under the agreement upon the closing of the RPT Merger. Any such counterparty may request modifications of its respective agreements as a condition to granting a waiver or consent under its agreement. There is no assurance that such counterparties will not exercise their rights under such agreements, including termination rights where available, that the exercise of any such rights will not result in a material adverse effect or that any modifications of such agreements will not result in a material adverse effect to the combined company or its securities subsequent to the RPT Merger.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 Cybersecurity Risk Management and Strategy

 We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

 Our cybersecurity risk management program leverages the National Institute of Standards and Technology ("NIST") cybersecurity framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

 Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

 Key elements of our cybersecurity risk management program include, but are not limited to the following:

 risk assessments designed to help identify material cybersecurity risks to our critical systems and information;

 a security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and (iii) our response to cybersecurity incidents;

 the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

 cybersecurity awareness training for our employees, incident response personnel, and senior management;

 a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

 a third-party risk management process for critical service providers.

 We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We have in the past experienced adverse events that have not resulted, and are not expected to result, in a material impact on the Company's business operations or financial results. For example, in February 2023, we experienced a criminal ransomware attack affecting data contained on legacy servers of WRI acquired in August 2021. The affected servers and exfiltrated data were on the WRI network. The WRI network is separate and is not connected to our network. We promptly initiated an investigation and our response protocols, including deploying containment measures such as taking affected systems offline, implementing enhanced monitoring technology and data recovery processes. We also notified federal law enforcement, engaged the services of cybersecurity and forensics professionals, and restored affected systems. The WRI network data is historical and stored for archival purposes. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See "Risk Factors – We have experienced cybersecurity attacks and could in the future be subject to significant disruption, data loss or other security incidents or breaches".

 Cybersecurity Governance and Oversight

 Our Board of Directors ("Board") considers cybersecurity risk as part of its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks. Our Audit Committee oversees management's implementation of our cybersecurity risk management program. Our Audit Committee receives quarterly briefings from our Chief Information Officer regarding the emerging cybersecurity threat and risk landscape as well as our cybersecurity risk management program and related readiness, resiliency, and response efforts. In addition, management will update the Audit Committee, as necessary, regarding significant cybersecurity incidents. Our Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The Board also receives briefings from management on our cybersecurity risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Officer, internal security staff or external experts as part of the Board's continuing education on topics that impact public companies.

 We have a Cyber Risk Committee ("Cyber Committee") which reviews and reports on cybersecurity risks and related issues. The Cyber Committee is comprised of senior management from various business units within the Company and meets at least quarterly to review the status of the Company's overall cybersecurity risk management program, as well as controls and procedures and to stay up to date regarding relevant legislative, regulatory, and technical developments. The Cyber Committee is responsible for assessing and managing our material risks from cybersecurity threats. The Cyber Committee has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants, and in this capacity, the Committee works closely with an outsourced Chief Information Security Officer firm with decades of combined cybersecurity governance and technology experience.

 The Cyber Committee is informed about and monitors the prevention, detection, mitigation, and remediation of key cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.

 We utilize a variety of administrative, technical and physical safeguards that take into account the nature of our IT environment, information assets and cybersecurity risks posed by both internal and external threats. We have incorporated cybersecurity coverage in our insurance policies, and our goal is to keep our data and systems, as well as our employees, safe from cybersecurity threats.

 The Company conducts employee security awareness training and internal phishing exercises. When security issues arise, the Company conducts a prompt investigation and initiates response protocols and other measures to protect the Company and its valued employees and key stakeholders.

 Item 2. Properties

 Real Estate Portfolio.

 As of December 31, 2023, the Company had interests in 523 shopping center properties aggregating 89.7 million square feet of GLA located in 28 states. In addition, the Company had 21 other property interests, primarily through the Company's preferred equity investments and other investments, totaling 5.5 million square feet of GLA. Open-air shopping centers comprise the primary focus of the Company's current portfolio. As of December 31, 2023, the Company's Combined Shopping Center Portfolio, was 96.2% leased.

 The Company's open-air shopping center properties, which are generally owned and operated through subsidiaries or joint ventures, had an average size of 171,471 square feet as of December 31, 2023. The Company generally retains its shopping centers for long-term investment and consequently pursues a program of regular physical maintenance together with redevelopment, major renovations and refurbishing to preserve and increase the value of its properties. This includes renovating existing facades, installing uniform signage, resurfacing parking lots and enhancing parking lot lighting. During 2023, the Company expended $151.1 million in connection with property redevelopments and $113.3 million related to improvements.

 The Company's management believes its experience in the real estate industry and its relationships with numerous national and regional tenants gives it an advantage in an industry where ownership is fragmented among a large number of property owners. The Company's open-air shopping centers are usually "anchored" by a grocery store, home improvement centers, off-price retailer, discounter or service-oriented tenant. As one of the original participants in the growth of the shopping center industry and the nation's largest owner and operator of shopping centers, the Company has established close relationships with a large number of major national and regional retailers. Some of the major national and regional companies that are tenants in the Company's shopping center properties include TJX Companies, The Home Depot, Albertsons Companies, Ross Stores, Amazon/Whole Foods Market, Burlington Stores, PetSmart, Ahold Delhaize, Kroger, and Walmart.

 The Company reduces its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. As of December 31, 2023, no single open-air shopping center accounted for more than 1.3% of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest, or more than 1.4% of the Company's total shopping center GLA. At December 31, 2023, the Company's five largest tenants were TJX Companies, The Home Depot, Albertsons Companies, Ross Stores and Amazon/Whole Foods Market, which represented 3.7%, 2.1%, 1.9%, 1.9% and 1.8%, respectively, of the Company's annualized base rental revenues, including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

 The following table shows the number of properties, total proportionate share of GLA and total proportionate share of annualized base rental revenues (including % of total) for the Company's top 10 major metropolitan markets by total proportionate share of annualized based rent as of December 31, 2023. Amounts for GLA and Annual Base Rent in thousands:

 Total

 Total Proportionate

 Number of

 Proportionate

 Share of Annual

 % of Gross

 Market

 Rank

 Properties

 Share of GLA

 Base Rent

 Annual Rent

 New York

 6,770

 $

 166,799

 11.7

 %

 Baltimore, Washington D.C.

 8,139

 $

 161,295

 11.3

 %

 Los Angeles, Orange County, San Diego

 7,570

 $

 148,733

 10.4

 %

 Miami, Ft. Lauderdale

 6,396

 $

 124,806

 8.7

 %

 Houston

 6,036

 $

 122,453

 8.6

 %

 San Francisco, Sacramento, San Jose

 3,076

 $

 79,535

 5.6

 %

 Phoenix

 4,524

 $

 63,453

 4.4

 %

 Philadelphia

 3,040

 $

 56,567

 4.0

 %

 Orlando

 2,373

 $

 46,754

 3.3

 %

 Raleigh-Durham

 2,905

 $

 42,587

 3.0

 %

 A substantial portion of the Company's income consists of rent received under long-term leases. Most of the leases provide for the payment of fixed-base rentals monthly in advance and for the payment by tenants of an allocable share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the shopping centers (certain of the leases provide for the payment of a fixed-rate reimbursement of these such expenses). Although many of the leases require the Company to make roof and structural repairs as needed, a number of tenant leases place that responsibility on the tenant, and the Company's standard small store lease provides for reimbursements by the tenant as part of common area maintenance. Additionally, many of the leases provide for reimbursements by the tenant of capital expenditures.

 Minimum base rental revenues, operating expense reimbursements, and percentage rents accounted for 98% of the Company's total revenues from rental properties for the year ended December 31, 2023. The Company's management believes that the base rent per leased square foot for many of the Company's existing leases is generally lower than the prevailing market-rate base rents in the geographic regions where the Company operates, reflecting the potential for future growth. Additionally, a majority of the Company's leases have provisions requiring contractual rent increases. The Company's leases may also include escalation clauses, which provide for increases based upon changes in the consumer price index or similar inflation indices.

 As of December 31, 2023, the Company's consolidated operating portfolio, comprised of 426 shopping center properties aggregating 70.8 million square feet of GLA, was 96.1% leased. The consolidated operating portfolio consists entirely of properties located in the U.S., inclusive of Puerto Rico. For the period of January 1, 2023 to December 31, 2023, the Company increased the average base rent per leased square foot, which includes the impact of tenant concessions, in its consolidated portfolio of open-air shopping centers from $19.60 to $20.24, an increase of $0.64. This increase primarily consists of (i) a $0.48 increase relating to rent step-ups within the portfolio and new leases signed, net of leases vacated, (ii) an $0.08 increase relating to acquisitions and transfers and (iii) a $0.08 increase relating to dispositions.

 The Company has a total of 8,413 leases in the consolidated operating portfolio. The following table sets forth the aggregate lease expirations for each of the next ten years, assuming no renewal options are exercised. For purposes of the table, the Total Annual Base Rent Expiring represents annualized rental revenue, excluding the impact of straight-line rent, for each lease that expires during the respective year. Amounts in thousands, except for number of leases data:

 Year Ending

 Number of Leases
 Expiring

 Square Feet
 Expiring

 Total Annual Base
 Rent Expiring

 % of Gross
 Annual Rent

 (1)

 $

 9,741

 0.7

 %

 2024

 3,965

 $

 85,798

 6.6

 %

 2025

 1,167

 7,756

 $

 150,601

 11.6

 %

 2026

 1,150

 9,600

 $

 164,580

 12.7

 %

 2027

 1,178

 9,559

 $

 177,095

 13.6

 %

 2028

 1,218

 10,467

 $

 200,255

 15.4

 %

 2029

 7,299

 $

 130,729

 10.1

 %

 2030

 2,903

 $

 65,229

 5.0

 %

 2031

 2,350

 $

 54,949

 4.2

 %

 2032

 2,717

 $

 54,113

 4.2

 %

 2033

 3,209

 $

 61,773

 4.8

 %

 (1)

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

 During 2023, the Company executed 1,620 leases totaling 11.1 million square feet in the Company's consolidated operating portfolio comprised of 500 new leases and 1,120 renewals and options. The leasing costs associated with these new leases are estimated to aggregate $119.5 million or $39.74 per square foot. These costs include $93.9 million of tenant improvements and $25.6 million of external leasing commissions. The average rent per square foot for (i) new leases was $21.41 and (ii) renewals and options was $19.20. The Company will seek to obtain rents that are higher than amounts within its expiring leases, however, there are many variables and uncertainties which can significantly affect the leasing market at any time; as such, the Company cannot guarantee that future leases will continue to be signed for rents that are equal to or higher than current amounts.

 Ground-Leased Properties.

 The Company has interests in 38 consolidated shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land to the Company to construct and/or operate a shopping center. The Company pays rent for the use of the land and generally is responsible for all costs and expenses associated with the building and improvements. At the end of these long-term leases, unless extended, the land together with all improvements reverts to the landowner.

 More specific information with respect to each of the Company's property interests is set forth in Exhibit 99.1, which is incorporated herein by reference.

 Item 3. Legal Proceedings

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

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market Information: The Company's common stock is traded on the NYSE under the trading symbol "KIM".

 Holders: The number of holders of record of the Company's common stock, par value $0.01 per share, was 2,853 as of January 31, 2024.

 Dividends: Since the IPO, the Company has paid regular quarterly cash dividends to its stockholders. While the Company intends to continue paying regular quarterly cash dividends, future dividend declarations will be paid at the discretion of the Board of Directors and will depend on the actual cash flows of the Company, its financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as the Board of Directors deems relevant. The Company's Board of Directors will continue to evaluate the Company's dividend policy on a quarterly basis as they monitor sources of capital and evaluate operating fundamentals. The Company is required by the Code to distribute at least 90% of its REIT 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. The actual cash flow available to pay dividends will be affected by a number of factors, including the revenues received from operating properties, the operating expenses of the Company, the interest expense on its borrowings, the ability of lessees to meet their obligations to the Company, the ability to refinance near-term debt maturities and any unanticipated capital expenditures. The following table reflects the income tax status of distributions per share paid to holders of shares of our common stock:

 2023

 2022

 Dividend paid per share

 $

 1.02

 $

 0.84

 Ordinary income

 %

 %

 Capital gains

 -

 %

 Return of capital

 %

 %

 In addition to common stock offerings, the Company has capitalized on the growth in its business through the issuance of unsecured fixed rate medium-term notes, underwritten bonds, unsecured bank debt, mortgage debt and perpetual preferred stock. Borrowings under the Company's unsecured revolving credit facility have also been an interim source of funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements. The various instruments governing the Company's issuance of its unsecured public debt, bank debt, mortgage debt and preferred stock impose certain restrictions on the Company regarding dividends, voting, liquidation and other preferential rights available to the holders of such instruments. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Footnotes 12, 13 and 18 of the Notes to Consolidated Financial Statements included in this Form 10-K.

 The Company does not believe that the preferential rights available to the holders of its Class L Preferred Stock, Class M Preferred Stock, and Class N Preferred Stock, the financial covenants contained in its public bond indentures, as amended, or the credit agreement for its Credit Facility and bank term loans will have an adverse impact on the Company's ability to pay dividends in the normal course to its common stockholders or to distribute amounts necessary to maintain its qualification as a REIT. See Footnote 28 of the Notes to Consolidated Financial Statements included in this Form 10-K.

 The Company maintains a dividend reinvestment and direct stock purchase plan (the "Plan") pursuant to which common stockholders and other interested investors may elect to automatically reinvest their dividends to purchase shares of the Company's common stock or, through optional cash payments, purchase shares of the Company's common stock. The Company may, from time-to-time, either (i) purchase shares of its common stock in the open market or (ii) issue new shares of its common stock for the purpose of fulfilling its obligations under the Plan.

 Recent Sales of Unregistered Securities: None.

 Issuer Purchases of Equity Securities:

 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 an aggregate of 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 43,777 depositary shares of Class L preferred stock and 23,791 depositary shares of Class M preferred stock for a purchase price of $1.0 million and $0.5 million, respectively. In addition, 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.

 The Company's Board of Directors also extended its previously authorized common share repurchase program, which is now 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 the year ended December 31, 2023. As of December 31, 2023, the Company had $224.9 million available under this common share repurchase program.

 During the year ended December 31, 2023, the Company repurchased 761,149 shares of the Company's common stock for an aggregate purchase price of $16.3 million (weighted average price of $21.41 per share) in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with equity-based compensation plans.

 The following table presents information regarding the shares of common stock repurchased by the Company during the three months ended December 31, 2023.

 Period

 Total
 Number of
 Purchased

 Price
 Paid per
 Share

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

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

 October 1, 2023 – October 31, 2023

 $

 17.28

 -

 $

 224.9

 November 1, 2023 – November 30, 2023

 -

 -

 -

 $

 224.9

 December 1, 2023 – December 31, 2023

 2,250

 22.33

 -

 $

 224.9

 Total

 2,463

 $

 21.89

 -

 Total Stockholder Return Performance: The following performance chart compares, over the five years ended December 31, 2023, the cumulative total stockholder return on the Company's common stock with the cumulative total return of the S&P 500 Index and the cumulative total return of the NAREIT Equity REITs Index (the "NAREIT Equity REITs") prepared and published by the National Association of Real Estate Investment Trusts ("NAREIT"). The NAREIT Equity REITs Index is a free-float adjusted, market capitalization-weighted index of U.S. equity REITs. Constituents of the index include all tax-qualified REITs with more than 50% of total assets in qualifying real estate assets other than mortgages secured by real property.

 Stockholder return performance, presented annually for the five years ended December 31, 2023, is not necessarily indicative of future results. All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed.

 Comparison of 5 year cumulative total return data points

 Dec-18

 Dec-19

 Dec-20

 Dec-21

 Dec-22

 Dec-23

 Kimco Realty Corporation

 $

 $

 $

 $

 $

 $

 S&P 500

 $

 $

 $

 $

 $

 $

 NAREIT Equity REITs

 $

 $

 $

 $

 $

 $

 Item 6. Reserved

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this Form 10-K. Historical results and percentage relationships set forth in the Consolidated Statements of Income contained in the Consolidated Financial Statements, including trends, should not be taken as indicative of future operations.

 The Consolidated Financial Statements of the Company include the accounts of the Company, its wholly owned subsidiaries and all entities in which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity in accordance with the consolidation guidance of the FASB Accounting Standards Codification. The Company applies these provisions to each of its joint venture investments to determine whether the cost, equity or consolidation method of accounting is appropriate. 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").

 Critical Accounting Estimates

 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying Consolidated Financial Statements and related notes. In preparing these financial statements, management has made its best estimates and assumptions that affect the reported amounts of assets and liabilities. These estimates are based on, but not limited to, historical results, industry standards and current economic conditions, giving due consideration to materiality. The Company's significant accounting policies are more fully described in Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K. The Company is required to make subjective assessments, of which, the most significant assumptions and estimates relate to the recoverability of trade accounts receivable, depreciable lives, valuation of real estate and intangible assets and liabilities, and valuation of joint venture investments and other investments. The Company's reported net earnings are directly affected by management's estimate of impairments. Application of these assumptions requires the exercise of judgment as to future uncertainties, and, as a result, actual results could materially differ from these estimates.

 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. Determining the probability of collection of substantially all lease payments during a lease term requires significant judgment. The Company's analysis of its accounts receivable included (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. The Company includes provision for doubtful accounts in Revenues from rental properties, net. If a lessee's accounts receivable balance is considered uncollectible, the Company will write-off the receivable balances associated with the lease and will only recognize lease income on a cash basis. In addition to the lease-specific collectability assessment, the analysis also recognizes a general reserve, 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. For example, in the event that the Company's collectability determinations are not accurate, and the Company is required to write off additional receivables equaling 1% of the outstanding accounts and notes receivable, net balance at December 31, 2023, the Company's rental income and net income would decrease by $3.1 million for the year ended December 31, 2023. If the Company subsequently determines that it is probable it will collect the remaining lessee's lease payments under the lease term, any outstanding lease receivables (including straight-line rent receivables) are reinstated with a corresponding increase to rental income.

 Real Estate

 Valuation of Real Estate, and Intangible Assets and Liabilities

 The Company's investments in real estate properties are stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations and replacements, which improve and extend the life of the asset, are capitalized.

 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 business combinations are expensed as incurred. Also, upon acquisition of real estate operating properties in either an asset acquisition or business combination, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases, in-place leases, and tenant relationships, where applicable), assumed debt and redeemable units issued at the date of acquisition, based on evaluation of information and estimates available at that date. Fair value is determined based on a market approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 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 Company is required to make subjective assessments as to the useful lives of its properties for purposes of determining the amount of depreciation to reflect on an annual basis with respect to those properties. These assessments have a direct impact on the Company's net earnings.

 During 2023, the Company acquired properties for a total purchase price of $346.0 million of which, $5.0 million, or less than 1.4% of the total purchase price, was allocated to above-market leases and $29.3 million, or 8.5% of the total purchase price, was allocated to below-market leases. If the amounts allocated in 2023 to above-market and below-market leases were each reduced by 1% of the total purchase price, the net annual market lease amortization through rental income would decrease by $1.1 million (using the weighted average life of above-market and below-market leases at each respective acquired property).

 On a continuous basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated holding period, general market conditions and delays of development, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may be impaired. A property value is considered impaired only if management's estimate of current and projected operating cash flows, net of anticipated construction and leasing costs (undiscounted and unleveraged), of the property over its anticipated hold period is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future costs of materials and labor, operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the carrying value of the property would be adjusted to reflect the estimated fair value of the property. The Company's estimated fair values are primarily based upon estimated sales prices from signed contracts or letters of intent from third-parties, discounted cash flow models or third-party appraisals. Estimated fair values that 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.

 See Footnotes 3 and 5 of the Notes to Consolidated Financial Statements included in this Form 10-K for further discussion.

 Valuation of Joint Venture Investments and Other Investments

 On a continuous basis, management assesses whether there are any indicators, including 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, 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.

 See Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K for further discussion of the Company's accounting policies and estimates.

 Executive Overview

 Kimco Realty Corporation 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 executive officers are engaged in the day-to-day management and operation of real estate exclusively with the Company, with nearly all operating functions, including leasing, asset management, maintenance, construction, legal, finance and accounting, administered by the Company.

 Corporate UPREIT Reorganization

 In January of 2023, the Company completed the Reorganization into an UPREIT structure as described in the Explanatory Note at the beginning of this Annual Report. Prior to the Reorganization, the Company's business was conducted through the Predecessor. This Annual Report includes the business and results of operations of the Predecessor for its fiscal years ended December 31, 2022 and 2021. As a result of the Reorganization, the Company became the successor issuer to the Predecessor under the Exchange Act. The Company and Kimco OP have elected to co-file this Annual Report on Form 10-K to ensure continuity of information to investors. For additional information about the Reorganization, please see the Company's Current Reports on Form 8-K filed with the SEC on January 3, 2023 and January 4, 2023.

 Financial Highlights

 The following highlights the Company's significant transactions, events and results that occurred during the year ended December 31, 2023:

 Financial and Portfolio Information:

 Net income available to the Company's common shareholders was $629.3 million, or $1.02 per diluted share, for the year ended December 31, 2023 as compared to $100.8 million, or $0.16 per diluted share, for the year ended December 31, 2022.

 FFO available to the Company's common shareholders was $970.0 million, or $1.57 per diluted share, for the year ended December 31, 2023, as compared to $976.4 million, or $1.58 per diluted share, for the corresponding period in 2022 (see additional disclosure on FFO beginning on page 42).

 Same property net operating income ("Same property NOI") was $1.31 billion and $1.28 billion for the years ended December 31, 2023 and December 31, 2022, respectively, an increase of 2.4% (see additional disclosure on Same property NOI beginning on page 43).

 Executed 1,620 new leases, renewals and options totaling approximately 11.1 million square feet in the consolidated operating portfolio during the year ended December 31, 2023.

 Consolidated operating portfolio occupancy at December 31, 2023 was 96.1% as compared to 95.5% at December 31, 2022.

 Acquisitions, Dispositions and Other Activity (see Footnotes 3, 4, 8 and 28 of the Notes to Consolidated Financial Statements included in this Form 10-K):

 Acquired an operating property and five parcels, in separate transactions, for $195.3 million.

 Acquired three properties for an aggregate purchase price of $150.7 million from joint ventures in which the Company previously held noncontrolling ownership interests.

 Disposed of six operating properties and 13 parcels, in separate transactions, for an aggregate sales price of $214.2 million, which resulted in aggregate gains of $75.0 million, before noncontrolling interests and taxes.

 Monetized 14.1 million shares of Albertsons Companies Inc. ("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 common stock.

 Received a special dividend payment of $194.1 million on its shares of ACI common stock.

 Capital Activity (for additional details see Liquidity and Capital Resources below):

 Issued $500.0 million of 6.40% unsecured notes maturing March 2034.

 Assumed $37.2 million of mortgage debt through the acquisition of two operating properties, which it subsequently repaid in March 2023, and repaid $12.3 million of mortgage debt that encumbered two operating properties and a consolidated joint venture operating property.

 As of December 31, 2023, had $2.8 billion in immediate liquidity, including $783.8 million of cash and cash equivalents.

 As a result of the above debt activity, the Company's consolidated debt maturity profile, including extension options as of December 31, 2023, is as follows:

 As of December 31, 2023, the Company's consolidated debt had a weighted average interest rate of 3.68% and a weighted average maturity profile of 8.7 years.

 The Company faces external factors which may influence its future results from operations. There remains significant uncertainty in the current macro-economic environment, driven by inflationary pressures, as well as ongoing supply chain issues. These factors have impacted, and are expected to continue to impact, consumer discretionary spending and many of our tenants. The convenience and availability of e-commerce has continued to impact the retail sector, which could affect our ability to increase or maintain rental rates and our ability to renew expiring leases and/or lease available space. To better position itself, the Company's strategy has been to attract local area customers to its properties by providing a diverse and robust tenant base across a variety of retailers, including grocery stores, off-price retailers, discounters and service-oriented tenants, which offer buy online and pick up in store, off-price merchandise and day-to-day necessities rather than high-priced luxury items.

 The Company's portfolio is focused on first ring suburbs around major metropolitan-area U.S. markets, predominantly on the east and west coasts and in the sun belt region, which are supported by strong demographics, significant projected population growth, and where the Company perceives significant barriers to entry. The Company owns a predominantly grocery-anchored portfolio clustered in the nation's top markets. The Company believes it can continue to increase its occupancy levels, rental rates and overall rental growth. In addition, the Company, on a selective basis, has developed or redeveloped projects which include residential and mixed-use components.

 As part of the Company's investment strategy, each property is evaluated for its highest and best use, which may include residential and mixed-use components. In addition, the Company may consider other opportunistic investments related to retailer controlled real estate, such as, repositioning underperforming retail locations, retail real estate financing and bankruptcy transaction support. The Company may continue to dispose of certain properties. If the estimated fair value for any of these assets is less than their net carrying values, the Company would be required to take impairment charges and such amounts could be material. For a further discussion of these and other factors that could impact our future results, performance or transactions, see Item 1A. Risk Factors.

 Results of Operations

 Comparison of the years ended December 31, 2023 and 2022

 The following table presents the comparative results from the Company's Consolidated Statements of Income for the year ended December 31, 2023, as compared to the corresponding period in 2022 (in thousands, except per share data):

 2023

 2022

 Change

 Revenues

 Revenues from rental properties, net

 $

 1,767,057

 $

 1,710,848

 $

 56,209

 16,343

 16,836

 (493

)

 Rent (1)

 (15,997

)

 (15,811

)

 (186

)

 Real estate taxes

 (231,578

)

 (224,729

)

 (6,849

)

 Operating and maintenance (2)

 (309,143

)

 (290,367

)

 (18,776

)

 General and administrative (3)

 (136,807

)

 (119,534

)

 (17,273

)

 (14,043

)

 (21,958

)

 7,915

 Merger charges

 (4,766

)

 -

 (4,766

)

 (507,265

)

 (505,000

)

 (2,265

)

 74,976

 15,179

 59,797

 Other income/(expense)

 194,116

 -

 194,116

 Other income, net

 39,960

 28,829

 11,131

 (315,508

)

 336,770

 (250,201

)

 (226,823

)

 (23,378

)

 -

 (7,658

)

 7,658

 Provision for income taxes, net

 (60,952

)

 (56,654

)

 (4,298

)

 72,278

 109,481

 (37,203

)

 Equity in income of other investments, net

 10,709

 17,403

 (6,694

)

 Net (income)/loss attributable to noncontrolling interests

 (11,676

)

 (23,118

)

 Preferred dividends

 (25,021

)

 (25,218

)

 Net income available to the Company's common shareholders

 $

 $

 $

 528,494

 Net income available to the Company's common shareholders:

 Diluted per share

 $

 1.02

 $

 0.16

 $

 0.86

 (1)

 Rent expense relates to ground lease payments for which the Company is the lessee.

 (2)

 Operating and maintenance expense consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses.

 (3)

 General and administrative expense includes employee-related expenses (including salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel and entertainment costs and other company-specific expenses.

 Net income available to the Company's common shareholders was $629.3 million for the year ended December 31, 2023, as compared to $100.8 million for the comparable period in 2022. On a diluted per share basis, net income available to the Company's common shareholders for the year ended December 31, 2023, was $1.02 as compared to $0.16 for the comparable period in 2022. For additional disclosure, see Footnote 27 of the Notes to Consolidated Financial Statements included in this Form 10-K.

 The following describes the changes of certain line items included on the Company's Consolidated Statements of Income, that the Company believes changed significantly and affected Net income available to the Company's common shareholders during the year ended December 31, 2023, as compared to the corresponding period in 2022:

 Revenues from rental properties, net –

 The increase in Revenues from rental properties, net of $56.2 million is primarily from (i) an increase in revenues from tenants of $50.2 million, primarily due to an increase in leasing activity and net growth in the current portfolio, and (ii) an increase in revenues of $48.8 million due to properties acquired during 2023 and 2022, partially offset by (iii) a decrease in revenues of $24.5 million due to dispositions in 2023 and 2022, (iv) a net decrease of $15.2 million due to changes in credit losses from tenants, and (v) a decrease in lease termination fee income of $3.1 million.

 Real estate taxes –

 The increase in Real estate taxes of $6.8 million is primarily due to properties acquired during 2023 and 2022, partially offset by dispositions during 2023 and 2022.

 Operating and maintenance –

 The increase in Operating and maintenance expense of $18.8 million is primarily due to (i) an increase in insurance expense of $7.4 million, (ii) an increase in repairs and maintenance expense of $5.9 million, and (iii) an increase in operating costs of $5.4 million, primarily related to properties acquired during 2023 and 2022, partially offset by (iv) dispositions during 2023 and 2022.

 General and administrative –

 The increase in General and administrative expense of $17.3 million is primarily due to (i) an increase in employee-related benefit expenses of $14.5 million, including an increase in the valuation of employee equity awards and additional employees hired and (ii) an increase in professional fees and corporate expenses of $3.7 million, primarily related to the Reorganization.

 Impairment charges –

 During the years ended December 31, 2023 and 2022, the Company recognized impairment charges of $14.0 million and $22.0 million, respectively, primarily related to adjustments to property carrying values for which the Company's estimated fair values were primarily based upon signed contracts or letters of intent from third-party offers. These adjustments to property carrying values were recognized in connection with the Company's efforts to market certain properties and management's assessment as to the likelihood and timing of such potential transactions. Certain of the calculations to determine fair values utilized unobservable inputs and, as such, were classified as Level 3 of the FASB's fair value hierarchy. For additional disclosure, see Footnotes 5 and 17 of the Notes to Consolidated Financial Statements included in this Form 10-K.

 Merger charges –

 During the year ended December 31, 2023, the Company incurred costs of $4.8 million associated with the RPT Merger, primarily comprised of professional and legal fees (see Footnote 28 of the Notes to Consolidated Financial Statements included in this Form 10-K).

 Gain on sale of properties –

 During 2023, the Company disposed of six operating properties and 13 parcels, in separate transactions, for an aggregate sales price of $214.2 million, which resulted in aggregate gains of $75.0 million. During 2022, the Company disposed of nine operating properties and 13 parcels, in separate transactions, for an aggregate sales price of $191.1 million, which resulted in aggregate gains of $15.2 million.

 Special dividend income –

 During 2023, the Company received a $194.1 million special dividend payment on its shares of ACI common stock.

 Other income, net –

 The increase in Other income, net of $11.1 million is primarily due to (i) an increase of $8.6 million relating to net settlement gains recognized upon the liquidation of the Company's defined benefit plan during 2023, and (ii) an increase in dividend, interest and other income of $6.8 million due to higher levels of cash on hand during 2023, partially offset by, (iii) a net decrease in mortgage and other financing income of $3.0 million.

 Gain/(loss) on marketable securities, net –

 The change in Gain/(loss) on marketable securities, net of $336.8 million is primarily the result of mark-to-market fluctuations of the ACI shares of common stock held by the Company and the sale of ACI shares of common stock during 2023 and 2022.

 Interest expense –

 The increase in Interest expense of $23.4 million is primarily due to a decrease in fair market value amortization resulting from the repayment of senior unsecured notes in 2022 and the issuance of $500.0 million 6.400% senior unsecured notes during 2023.

 Early extinguishment of debt charges –

 During 2022, the Company repaid its $500.0 million 3.40% senior unsecured notes, which were scheduled to mature in November 2022. As a result, the Company incurred a prepayment charge and wrote-off deferred financing costs during 2022.

 Provision for income taxes, net –

 The increase in Provision for income taxes, net of $4.3 million is primarily due to the Company's sale of shares of ACI common stock during 2023, which generated an increased taxable long-term capital gain as compared to 2022. The Company elected to retain the proceeds from the sale and as a result incurred federal and state income tax aggregating $60.9 million on such gain.

 Equity in income of joint ventures, net –

 The decrease in Equity in income of joint ventures, net of $37.2 million is primarily due to (i) higher gains of $29.8 million recognized on sale of properties within various joint venture investments during 2022 as compared to 2023, (ii) an increase in interest expense of $7.2 million and (iii) lower equity in income in 2023 as compared to 2022 by $3.8 million, partially offset by (iv) lower impairments in 2023 as compared to 2022 by $3.6 million.

 Equity in income of other investments, net –

 The decrease in Equity in income of other investments, net of $6.7 million is primarily due to higher profit participation resulting from the sale of properties within various investments during 2022 as compared to 2023.

 Net (income)/loss attributable to noncontrolling interests –

 The change in Net (income)/loss attributable to noncontrolling interests of $23.1 million is primarily due to (i) lower impairment charges of $16.4 million relating to properties within consolidated joint ventures recognized during 2022, and (ii) an increase in income from properties acquired within consolidated joint ventures during 2022.

 Comparison of the years ended December 31, 2022 and 2021

 Information pertaining to fiscal year 2021 was included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 under Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," which was filed with the SEC on February 24, 2023.

 Liquidity and Capital Resources

 The Company's capital resources include accessing the public debt and equity capital markets, unsecured term loans, mortgages and construction loan financing, marketable securities (including 14.2 million shares of ACI common stock held by the Company, see Footnote 28 of the Notes to Consolidated Financial Statements included in this Form 10-K) and immediate access to an unsecured revolving credit facility (the "Credit Facility") with bank commitments of $2.0 billion, which can be increased to $2.75 billion through an accordion feature.

 The Company's cash flow activities are summarized as follows (in thousands):

 2023

 2022

 Cash, cash equivalents and restricted cash, beginning of year

 $

 $

 Net cash flow provided by operating activities

 1,071,607

 861,114

 Net cash flow used for investing activities

 (136,983

)

 (63,217

)

 Net cash flow used for financing activities

 (300,696

)

 (982,731

)

 Net change in cash, cash equivalents and restricted cash

 633,928

 (184,834

)

 Cash, cash equivalents and restricted cash, end of year

 $

 $

 Operating Activities

 The Company anticipates that cash on hand, net cash flow provided by operating activities, borrowings under its Credit Facility and the issuance of equity, public debt, as well as other debt and equity alternatives, and the sale of marketable equity securities, will provide the necessary capital required by the Company. The Company will continue to evaluate its capital requirements for both its short-term and long-term liquidity needs, which could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, rising interest rates, and other risks detailed in Part I, Item 1A. Risk Factors.

 Net cash flow provided by operating activities for the year ended December 31, 2023 was $1.1 billion, as compared to $861.1 million for the comparable period in 2022. The increase of $210.5 million is primarily attributable to:

 special dividend payment from ACI of $194.1 million during 2023;

 additional operating cash flow generated by operating properties acquired during 2023 and 2022; and

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

 a decrease in distributions from the Company's joint ventures programs;

 the disposition of operating properties in 2023 and 2022;

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

 nonrecurring costs incurred in connection with the RPT Merger during 2023.

 Investing Activities

 Net cash flow used for investing activities was $137.0 million for 2023, as compared to $63.2 million for 2022.

 Investing activities during 2023 consisted primarily of:

 Cash inflows:

 $292.6 million in proceeds from the sale of marketable securities, primarily due to the sale of 14.1 million shares of ACI common stock;

 $160.1 million in proceeds from the sale of six consolidated properties and 13 parcels;

 $14.0 million in reimbursements of investments in and advances to real estate joint ventures and other investments primarily due to the sale of properties within the investments; and

 $4.6 million for principal payments from securities held to maturity.

 Cash outflows:

 $277.3 million for the acquisition/consolidation of four consolidated operating properties and five parcels;

 $264.4 million for improvements to operating real estate primarily related to the Company's active redevelopment pipeline;

 $42.9 million for investments in and advances to real estate joint ventures, primarily related to partner buyouts and a redevelopment project within the Company's joint venture portfolio, and investments in other investments, primarily related to funding commitments for certain investments;

 $18.5 million for investment in mortgage and other financing receivables;

 $3.6 million for investment in marketable securities; and

 $1.6 million for investment in cost method investments.

 Investing activities during 2022 consisted primarily of:

 Cash inflows:

 $302.5 million in proceeds from the sale of marketable securities, primarily due to the sale of 11.5 million shares of ACI common stock;

 $184.3 million in proceeds from the sale of nine consolidated properties and 13 parcels;

 $68.4 million in reimbursements of investments in and advances to real estate joint ventures and other investments primarily due to the sale of properties within the investments;

 $60.3 million in collection of mortgage and other financing receivables; and

 $4.0 million for principal payments from securities held to maturity.

 Cash outflows:

 $300.8 million for the acquisition of 10 consolidated operating properties and eight parcels;

 $193.7 million for improvements to operating real estate primarily related to the Company's active redevelopment pipeline;

 $104.7 million for investments in and advances to real estate joint ventures, primarily related to partner buyouts and a redevelopment project within the Company's joint venture portfolio, and investments in other investments, primarily related to funding commitments for certain investments;

 $75.1 million for investment in mortgage and other financing receivables;

 $4.5 million for investment in cost method investments; and

 $4.0 million for investment in marketable securities.

 Acquisitions of Operating Real Estate and Other Related Net Assets

 During the years ended December 31, 2023 and 2022, the Company expended $277.3 million and $300.8 million, respectively, towards the acquisition/consolidation of operating real estate properties. The Company anticipates spending approximately $50.0 million to $100.0 million towards the acquisition of or purchase of additional interests in operating properties during 2024, excluding amounts expended in connection with the RPT Merger. The Company intends to fund these acquisitions with cash on hand, net cash flow provided by operating activities, proceeds from property dispositions, proceeds from the sale of marketable securities and/or availability under its Credit Facility.

 Improvements to Operating Real Estate

 During the years ended December 31, 2023 and 2022, the Company expended $264.4 million and $193.7 million, respectively, towards improvements to operating real estate. These amounts consist of the following (in thousands):

 2023

 2022

 Redevelopment and renovations

 $

 151,067

 $

 113,928

 Tenant improvements and tenant allowances

 113,328

 79,782

 Total improvements

 $

 264,395

 $

 193,710

 The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes will increase the overall value by bringing in new tenants and improving the assets' value. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts for 2024 will be approximately $225.0 million to $275.0 million. The funding of these capital requirements will be provided by cash on hand, proceeds from property dispositions, proceeds from the sale of marketable securities, net cash flow provided by operating activities and/or availability under the Company's Credit Facility.

 Financing Activities

 Net cash flow used for financing activities was $300.7 million for 2023, as compared to $982.7 million for 2022.

 Financing activities during 2023 primarily consisted of the following:

 Cash inflows:

 $500.0 million in proceeds from issuance of 6.4% senior unsecured notes due in 2034;

 $3.7 million in proceeds from the issuance of common stock from stock option exercises; and

 $2.5 million from changes in tenants' security deposits.

 Cash outflows:

 $657.5 million of dividends paid;

 $60.8 million in principal payment on debt, including normal amortization of rental property debt;

 $58.4 million in redemption/distribution of noncontrolling interests;

 $16.3 million in shares repurchased for employee tax withholding on equity awards;

 $12.5 million in financing origination costs, in connection with the issuance of senior unsecured notes; and

 $1.5 million for repurchase of preferred stock.

 Financing activities during 2022 primarily consisted of the following:

 Cash inflows:

 $1.25 billion in proceeds from issuance of the Company's $600.0 million 3.20% senior unsecured notes due 2032 and $650.0 million 4.60% senior unsecured notes due 2033;

 $19.0 million in proceeds from a mortgage loan financing;

 $15.5 million in proceeds from the issuance of common stock; and

 $5.3 million from changes in tenants' security deposits.

 Cash outflows:

 $1.4 billion for repayment of four separate senior unsecured notes, which had maturity dates ranging from November 2022 to June 2023;

 $544.7 million of dividends paid;

 $167.7 million in principal payment on debt, including normal amortization of rental property debt;

 $67.5 million in redemption/distribution of noncontrolling interests;

 $20.3 million in financing origination costs, in connection with the issuance of senior unsecured notes;

 $13.7 million in shares repurchased for employee tax withholding on equity awards;

 $7.0 million for payment of early extinguishment of debt charges; and

 $3.4 million for repurchase of preferred stock.

 The Company continually evaluates its debt maturities, and, based on management's current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. As of December 31, 2023, the Company had consolidated floating rate debt totaling $17.6 million, excluding deferred financing costs of $0.1 million. The Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.

 Debt maturities for 2024 consist of: $659.0 million of consolidated debt (of which $246.2 million was subsequently repaid), $112.9 million of unconsolidated joint venture debt and $231.2 million of debt included in the Company's preferred equity program, assuming the utilization of extension options where available. The 2024 remaining consolidated debt maturities are anticipated to be repaid with operating cash flows or debt refinancing, as deemed appropriate. The 2024 debt maturities on properties in the Company's unconsolidated joint ventures and preferred equity program are anticipated to be repaid through operating cash flows, debt refinancing, proceeds from sales within the respective entities, and partner capital contributions, as deemed appropriate.

 The Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintain its unsecured debt ratings. The Company may, from time to time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings, unsecured term loans and/or mortgage/construction loan financings and other capital alternatives.

 Since the completion of the Company's IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $17.9 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air, grocery anchored shopping centers and mixed-use assets, expanding and improving properties in the portfolio and other investments.

 During January 2023, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for future unlimited offerings, from time to time, of debt securities, preferred stock, depositary shares, common stock and common stock warrants. The Company, pursuant to this shelf registration statement may, from time to time, offer for sale its senior unsecured debt securities for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company's debt maturities.

 During January 2023, the Company filed a registration statement on Form S-8 for its 2020 Equity Participation Plan (the "2020 Plan"), which was previously approved by the Company's stockholders and 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, restricted stock units, performance awards, dividend equivalents, 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. (see Footnote 22 of the Notes to Consolidated Financial Statements included in this Form 10-K).

 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

 In conjunction with the RPT Merger the Company issued 1,848,539 depositary shares each representing one one-thousandth of a share of Class N preferred stock. The Class N preferred stock was issued to replace the RPT 7.25% Series D Cumulative Convertible Perpetual Preferred Share.

 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.

 Common Stock –

 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 has a common share repurchase program, which is scheduled to expire on 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 common share repurchase program.

 Senior Notes –

 In October 2023, the Company issued $500.0 million in senior unsecured notes, which are scheduled to mature in March 2034 and accrue interest at a rate of 6.400% per annum. These senior unsecured notes are guaranteed by the Parent Company. The Company used the net proceeds from the offering for general corporate purposes.

 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.

 The Company's supplemental indenture governing its senior notes contains the following covenants, all of which the Company is compliant with:

 Covenant

 Must Be

 Consolidated Indebtedness to Total Assets

 <60%

 38%

 Consolidated Secured Indebtedness to Total Assets

 <40%

 2%

 Consolidated Income Available for Debt Service to Maximum Annual Service Charge

 >1.50x

 5.3x

 Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness

 >1.50x

 2.4x

 For a full description of the various indenture covenants refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; Seventh Supplemental Indenture dated as of April 24, 2014; and the Eighth Supplemental Indenture dated as of January 3, 2023 each as filed with the SEC. See the Index to Exhibits included in this Form 10-K for specific filing information.

 In connection with the merger with Weingarten, the Company assumed senior unsecured notes which have covenants that are similar to the Company's existing debt covenants for its senior unsecured notes. Please refer to the form Indenture included in Weingarten's Registration Statement on Form S-3, filed with the Securities and Exchange Commission on February 10, 1995, the First Supplemental Indenture, dated as of August 2, 2006 filed with Weingarten's Current Report on Form 8-K dated August 2, 2006, and the Second Supplemental Indenture, dated as of October 9, 2012 filed with Weingarten's Current Report on Form 8-K dated October 9, 2012. See the Exhibits Index in this Form 10-K for specific filing information.

 In connection with the Reorganization, Kimco OP became the issuer of the senior notes and the Parent Company has provided a full and unconditional guarantee of Kimco OP's obligations under each series of senior notes previously issued and outstanding.

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

 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 and no appropriations for letters of credit.

 Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to maintenance of various covenants. The Company is currently in compliance with these covenants. The financial covenants for the Credit Facility are as follows:

 Covenant

 Must Be

 Total Indebtedness to Gross Asset Value ("GAV")

 <60%

 36%

 Total Priority Indebtedness to GAV

 <35%

 1%

 Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense

 >1.75x

 5.4x

 Fixed Charge Total Adjusted EBITDA to Total Debt Service

 >1.50x

 4.7x

 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. See the Index to Exhibits included in this Form 10-K for specific filing information.

 Term Loans –

 On January 2, 2024, Kimco OP entered into a new $200.0 million unsecured term loan credit facility pursuant to a credit agreement, among Kimco OP, TD Bank, N.A., as administrative agent, and the other parties thereto. This unsecured term loan credit facility accrues interest at a spread (currently 0.850%) to the Adjusted Term SOFR Rate (as defined in the credit agreement) or, at Kimco OP'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 Kimco's senior debt ratings.

 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. The term loans consisted 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 them. 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%.

 Mortgages Payable –

 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.

 In addition to the public equity and debt markets as capital sources, the Company may, from time to time, obtain mortgage financing on selected properties to partially fund the capital needs of its real estate re-development and re-tenanting projects. As of December 31, 2023, the Company had over 485 unencumbered property interests in its portfolio.

 Albertsons Companies, Inc. –

 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 common stock.

 In February 2024, the Company sold its remaining 14.2 million shares of ACI common stock, 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.

 Dividends –

 In connection with its intention to continue to qualify as a REIT for U.S. federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The Company's Board of Directors will continue to evaluate the Company's dividend policy on a quarterly basis as it monitors sources of capital and evaluates the impact of the economy and capital markets availability on operating fundamentals. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a dividend payout ratio which reserves such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate. Cash dividends paid were $657.5 million, $544.7 million and $382.1 million in 2023, 2022 and 2021, respectively.

 Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable instruments. The Company's objective is to establish a dividend level that maintains compliance with the Company's REIT taxable income distribution requirements. On October 23, 2023, the Company's Board of Directors declared a quarterly dividend with respect to the Company's classes of cumulative redeemable preferred shares (Classes L and M) which were paid on January 16, 2024, to shareholders of record on January 2, 2024. Also, the Company's Board of Directors declared a "stub period" cash dividend with respect to the Company's newly issued Class N Preferred Stock, payable on January 16, 2024 to shareholders of record on January 5, 2024.

 In addition, the Company's Board of Directors declared a quarterly cash dividend of $0.24 per common share, which was paid on December 21, 2023, to shareholders of record on December 7, 2023. Also, as discussed above, on November 12, 2023, the Company's Board of Directors declared a special cash dividend $0.09 per common share, which was paid on December 21, 2023, to shareholders of record on December 7, 2023.

 On January 30, 2024, the Company's Board of Directors declared quarterly dividends with respect to the Company's classes of cumulative redeemable preferred shares (Classes L, M and N), which are scheduled to be paid on April 15, 2024, to shareholders of record on April 1, 2024. Additionally, on January 30, 2024, the Company's Board of Directors declared a quarterly cash dividend of $0.24 per common share payable on March 21, 2024 to shareholders of record on March 7, 2024.

 Contractual Obligations and Other Commitments

 Contractual Obligations

 The Company has debt obligations relating to its Credit Facility (no outstanding balance as of December 31, 2023), unsecured senior notes and mortgages with maturities ranging from less than one month to 26 years. As of December 31, 2023, the Company's consolidated total debt had a weighted average term to maturity of 8.7 years. In addition, the Company has non-cancelable leases pertaining to its shopping center portfolio. As of December 31, 2023, the Company had 38 consolidated shopping center properties that are subject to long-term ground leases where a third party owns and has leased the underlying land or a portion of the underlying land to the Company to construct and/or operate a shopping center. Amounts due in 2024 in connection with these leases aggregate $11.8 million. The following table summarizes the Company's consolidated debt maturities (excluding extension options, unamortized debt issuance costs of $66.2 million and fair market value of debt adjustments aggregating $24.4 million) and obligations under non-cancelable operating leases as of December 31, 2023:

 Payments due by period (in millions)

 2024

 2025

 2026

 2027

 2028

 Total

 Long-Term Debt:

 Principal (1)

 $

 667.5

 $

 813.5

 $

 780.4

 $

 472.7

 $

 523.4

 $

 4,401.2

 $

 7,658.7

 Interest (2)

 $

 261.8

 $

 236.1

 $

 223.0

 $

 193.4

 $

 178.2

 $

 1,572.6

 $

 2,665.1

 Non-cancelable Leases:

 Operating leases (3)

 $

 11.8

 $

 11.3

 $

 10.6

 $

 10.3

 $

 10.4

 $

 178.4

 $

 232.8

 Financing leases

 $

 25.9

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 25.9

 (1)

 Maturities utilized do not reflect extension options, which range from two to five years.

 (2)

 For loans which have interest at floating rates, future interest expense was calculated using the rate as of December 31, 2023.

 (3)

 For leases which have inflationary increases, future ground and office rent expense was calculated using the rent based upon initial lease payment.

 As of December 31, 2023, the Company had $646.8 million of consolidated unsecured debt (of which $246.2 million was subsequently repaid) and $12.2 million of consolidated secured debt scheduled to mature in 2024. The Company anticipates satisfying the remaining future maturities with available cash, operating cash flows and/or debt financing.

 Commitments

 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.

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

 In connection with the construction of its development/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, the Company had $18.4 million in performance and surety bonds outstanding.

 The Company provides a guaranty for the payment of any debt service shortfalls on Series A bonds issued by the Sheridan Redevelopment Agency which are tax increment revenue bonds issued in connection with a property owned by the Company 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 we 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.

 Off-Balance Sheet Arrangements

 Unconsolidated Real Estate Joint Ventures

 The Company has investments in various unconsolidated real estate joint ventures with varying structures. These joint ventures primarily operate shopping centers or mixed-use properties. The properties owned by the joint ventures are primarily financed with individual non-recourse mortgage loans, however, the Company, on a selective basis, has obtained unsecured financing for certain joint ventures. As of December 31, 2023, the Company did not guarantee any joint venture unsecured debt. Non-recourse mortgage debt is generally defined as debt whereby the lenders' sole recourse with respect to borrower defaults is limited to the value of the property collateralized by the mortgage. The lender generally does not have recourse against any other assets owned by the borrower or any of the constituent members of the borrower, except for certain specified exceptions listed in the particular loan documents (see Footnote 6 of the Notes to Consolidated Financial Statements included in this Form 10-K).

 Debt balances within the Company's unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at December 31, 2023, aggregated $1.2 billion. As of December 31, 2023, these loans had scheduled maturities ranging from three months to 7.5 years and bore interest at rates ranging from 2.95% to SOFR plus 210 basis points (7.41% as of December 31, 2023). Approximately $112.9 million of the aggregate outstanding loan balance matures in 2024. These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing, unsecured credit facilities, proceeds from sales of properties within the respective entities, and partner capital contributions, as deemed appropriate (see Footnote 6 of the Notes to Consolidated Financial Statements included in this Form 10-K).

 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, 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 SOFR plus 265 basis points (8.14% as of December 31, 2023). These maturing loans are anticipated to be repaid with operating cash flows, debt refinancing, proceeds from sales of properties within the respective entities, and partner capital contributions, as deemed appropriate. 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 limited to its invested capital.

 Effects of Inflation

 Many of the Company's long-term leases contain provisions designed to help mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined thresholds, which generally increase as prices rise, and/or as a result of escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices. In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. To assist in partially mitigating the Company's exposure to increases in costs and operating expenses, including common area maintenance costs, real estate taxes and insurance, resulting from inflation, the Company's leases include provisions that either (i) require the tenant to pay an allocable share of these operating expenses or (ii) contain fixed contractual amounts, which include escalation clauses, to reimburse these operating expenses.

 Funds From Operations

 Funds From Operations ("FFO") is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real estate companies. NAREIT defines FFO as net income/(loss) available to the Company's common shareholders computed in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. The Company also made an election, in accordance with the NAREIT Funds From Operations White Paper-2018 Restatement, to exclude from its calculation of FFO (i) gains and losses on the sale of assets and impairments of assets incidental to its main business and (ii) mark-to-market changes in the value of its equity securities. As such, the Company does not include gains/impairments on land parcels, mark-to-market gains/losses from marketable securities, allowance for credit losses on mortgage receivables, gains/impairments on other investments or other amounts considered incidental to its main business in NAREIT defined FFO.

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

 FFO is a supplemental non-GAAP financial measure of real estate companies' operating performances, which does not represent cash generated from operating activities in accordance with GAAP, and therefore, should not be considered an alternative for net income or cash flows from operations as a measure of liquidity.

 The Company's reconciliation of Net income/(loss) available to the Company's common shareholders to FFO available to the Company's common shareholders is reflected in the table below (in thousands, except per share data).

 Three Months Ended

 Year Ended

 2023

 2022

 2023

 2022

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

 $

 133,360

 $

 (56,086

)

 $

 $

 (22,600

)

 (4,221

)

 (74,976

)

 (15,179

)

 Gain on sale of joint venture properties

 -

 (643

)

 (9,020

)

 (38,825

)

 Depreciation and amortization - real estate related

 123,053

 123,663

 502,347

 501,274

 Depreciation and amortization - real estate joint ventures

 16,082

 16,158

 64,472

 66,326

 Impairment charges (including real estate joint ventures)

 1,020

 1,585

 15,060

 27,254

 Profit participation from other investments, net

 (4,584

)

 (1,916

)

 (15,593

)

 -

 -

 (194,116

)

 -

 (Gain)/loss on marketable securities/derivative, net

 (11,354

)

 100,314

 (21,996

)

 315,508

 (Benefit)/provision for income taxes (1)

 (112

)

 58,608

 61,351

 58,373

 Noncontrolling interests (1)

 (372

)

 (440

)

 (23,540

)

 FFO available to the Company's common shareholders (3) (4)

 $

 239,443

 $

 234,857

 $

 970,018

 $

 976,356

 Weighted average shares outstanding for FFO calculations:

 Basic

 617,122

 615,856

 616,947

 615,528

 Units

 2,389

 2,559

 2,380

 2,492

 Dilutive effect of equity awards

 2,114

 1,132

 2,283

 Diluted (2)

 620,356

 620,529

 620,459

 620,303

 FFO per common share – basic

 $

 0.39

 $

 0.38

 $

 1.57

 $

 1.59

 FFO per common share – diluted (2)

 $

 0.39

 $

 0.38

 $

 1.57

 $

 1.58

 (1)

 Related to gains, impairment, depreciation on properties, and gains/(losses) on sales of marketable securities, where applicable.

 (2)

 Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect on FFO available to the Company's common shareholders. FFO available to the Company's common shareholders would be increased by $763 and $584 for the three months ended December 31, 2023 and 2022, respectively, and $2,395 and $2,041 for the years ended December 31, 2023 and 2022, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of FFO available to the Company's common shareholders per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations.

 (3)

 Includes Early extinguishment of debt charges of $7.7 million recognized during the year ended December 31, 2022.

 (4)

 Includes merger-related charges of $1.0 million and $4.8 million for the three months and year ended December 31, 2023, respectively. In addition, includes income related to the liquidation of the pension plan of $5.0 million, net for the year ended December 31, 2023.

 Same Property Net Operating Income

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

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

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

 Three Months Ended

 Year Ended

 2023

 2022

 2023

 2022

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

 $

 133,360

 $

 (56,086

)

 $

 $

 Adjustments:

 (3,708

)

 (3,955

)

 (16,343

)

 (16,836

)

 General and administrative

 35,627

 31,928

 136,807

 119,534

 -

 14,043

 21,958

 Merger charges

 1,016

 -

 4,766

 -

 124,282

 124,676

 507,265

 505,000

 (22,600

)

 (4,221

)

 (74,976

)

 (15,179

)

 -

 -

 (194,116

)

 -

 Interest expense and other income, net

 46,917

 50,969

 210,241

 205,652

 (Gain)/loss on marketable securities, net

 (3,620

)

 100,314

 (21,262

)

 315,508

 (Benefit)/provision for income taxes, net

 (175

)

 57,750

 60,952

 56,654

 Equity in income of other investments, net

 (1,968

)

 (1,912

)

 (10,709

)

 (17,403

)

 Net income/(loss) attributable to noncontrolling interests

 2,468

 2,710

 11,676

 (11,442

)

 Preferred dividends

 6,285

 6,307

 25,021

 25,218

 Non same property net operating income

 (12,967

)

 (13,293

)

 (62,357

)

 (68,548

)

 Non-operational expense from joint ventures, net

 24,713

 23,934

 86,625

 55,514

 Same property NOI

 $

 329,630

 $

 319,321

 $

 1,306,885

 $

 1,276,388

 Same property NOI increased by $10.3 million, or 3.2%, for the three months ended December 31, 2023, as compared to the corresponding period in 2022. This increase is primarily the result of (i) an increase of $12.2 million, primarily related to an increase in rental revenue driven by strong leasing activity, partially offset by (ii) a change in credit loss from tenants of $1.9 million.

 Same property NOI increased by $30.5 million, or 2.4%, for the year ended December 31, 2023, as compared to the corresponding period in 2022. This increase is primarily the result of (i) an increase of $47.9 million primarily related to an increase in rental revenue driven by strong leasing activity, partially offset by (ii) a change in credit loss from tenants of $17.4 million.

 New Accounting Pronouncements

 See Footnote 1 of the Notes to Consolidated Financial Statements included in this Form 10-K.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 The Company's primary market risk exposure is interest rate risk. The Company periodically evaluates its exposure to short-term interest rates and will, from time-to-time, enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. The following table presents the carrying value of the Company's aggregate fixed rate and variable rate debt obligations outstanding, including fair market value adjustments and unamortized deferred financing costs, as of December 31, 2023, with corresponding weighted-average interest rates sorted by maturity date. In addition, the following table presents the fair value of the Company's debt obligations outstanding, excluding unamortized deferred financing costs. The table does not include extension options where available (amounts in millions).

 2024

 2025

 2026

 2027

 2028

 Total

 Fair Value

 Secured Debt

 Fixed Rate

 $

 12.2

 $

 51.1

 $

 -

 $

 33.7

 $

 138.2

 $

 101.1

 $

 336.3

 $

 312.6

 Average Interest Rate

 4.48

 %

 3.50

 %

 -

 4.01

 %

 4.51

 %

 3.82

 %

 4.09

 %

 Variable Rate

 $

 -

 $

 17.6

 $

 -

 $

 -

 $

 -

 $

 -

 $

 17.6

 $

 17.4

 Average Interest Rate

 -

 6.64

 %

 -

 -

 -

 -

 6.64

 %

 Unsecured Debt

 Fixed Rate

 $

 646.8

 $

 747.9

 $

 782.0

 $

 436.1

 $

 407.3

 $

 4,242.8

 $

 7,262.9

 $

 6,671.5

 Average Interest Rate

 3.37

 %

 3.48

 %

 3.06

 %

 4.03

 %

 2.01

 %

 3.95

 %

 3.66

 %

 Based on the Company's variable-rate debt balances, interest expense would have increased by $0.2 million for the year ended December 31, 2023, if short-term interest rates were 1.0% higher.

 Item 8. Financial Statements and Supplementary Data

 The response to this Item 8 is included in our audited Consolidated Financial Statements and Notes to Consolidated Financial Statements, which are contained in Part IV, Item 15 of this Form 10-K.

 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 None.

 Item 9A. Controls and Procedures

 Kimco Realty Corporation

 Evaluation of Disclosure Controls and Procedures

 The Parent Company's management, with the participation of the Parent Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Parent Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Parent Company's Chief Executive Officer and Chief Financial Officer have concluded that the Parent Company's disclosure controls and procedures are effective as of December 31, 2023.

 Changes in Internal Control Over Financial Reporting

 There have not been any changes in the Parent Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Parent Company's internal control over financial reporting.

 Management ' s Report on Internal Control Over Financial Reporting

 The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of Parent Company's management, including Parent Company's Chief Executive Officer and Chief Financial Officer, Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in the Internal Control - Integrated Framework ( 2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation under the framework in Internal Control - Integrated Framework (2013), Parent Company's management concluded that Parent Company's internal control over financial reporting was effective as of December 31, 2023.

 The effectiveness of Parent Company's internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

 Kimco Realty OP, LLC

 Evaluation of Disclosure Controls and Procedures

 Kimco OP's management, with the participation of Kimco OP's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Kimco OP's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, Kimco OP's Chief Executive Officer and Chief Financial Officer have concluded that Kimco OP's disclosure controls and procedures are effective as of December 31, 2023.

 Changes in Internal Control Over Financial Reporting

 There have not been any changes in Kimco OP's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, Kimco OP's internal control over financial reporting.

 Management ' s Report on Internal Control Over Financial Reporting

 Kimco OP's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of Kimco OP's management, including Kimco OP's Chief Executive Officer and Chief Financial Officer, Kimco OP conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in the Internal Control - Integrated Framework ( 2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation under the framework in Internal Control - Integrated Framework (2013), Kimco OP's management concluded that Kimco OP's internal control over financial reporting was effective as of December 31, 2023.

 Item 9B. Other Information

 During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

 On February 21, 2024, the Company filed with the State Department of Assessments and Taxation of the State of Maryland a Certificate of Correction, as set forth in Exhibit 3.7 to this Annual Report on Form 10 -K, making two typographical corrections in the Articles Supplementary to the charter of Kimco Realty Corporation that classified the 7.25% Class N preferred stock of the Company.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance

 The information required by this item is incorporated by reference to "Proposal 1—Election of Directors," "Governance at Kimco," "Executive Officers," "Other Matters" and if required, "Delinquent Section 16(a) Reports" in our definitive proxy statement to be filed with respect to the Annual Meeting of Stockholders expected to be held on May 7, 2024 ("Proxy Statement").

 We have adopted a Code of Conduct that applies to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct is available at the Investors/Governance/Governance Documents section of our website at www.kimcorealty.com. A copy of the Code of Conduct is available in print, free of charge, to stockholders upon request to us at the address set forth in Item 1 of this Form 10-K under the section "Business - Overview." We intend to satisfy the disclosure requirements under the Exchange Act, as amended, regarding an amendment to or waiver from a provision of our Code of Conduct by posting such information on our website.

 Item 11. Executive Compensation

 The information required by this item is incorporated by reference to "Compensation Discussion and Analysis," "Executive Compensation Committee Report," "Executive Compensation Tables," "Governance at Kimco" and "Other Matters" in our Proxy Statement.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The information required by this item is incorporated by reference to "Beneficial Ownership" and "Executive Compensation Tables" in our Proxy Statement.

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 The information required by this item is incorporated by reference to "Certain Relationships and Related Transactions" and "Governance at Kimco" in our Proxy Statement.

 Item 14. Principal Accountant Fees and Services

 The information required by this item is incorporated by reference to "Proposal 4: Ratification of Independent Accountants" in our Proxy Statement.

 Item 15. Exhibits and Financial Statement Schedules

 (a) 1.

 Financial Statements –
 The following consolidated financial information is included as a separate section of this Form 10-K.

 Form 10-K
 Report
 Page

 Report of Independent Registered Public Accounting Firm – Kimco Realty Corporation and Subsidiaries

 Report of Independent Registered Public Accounting Firm – Kimco Realty OP, LLC and Subsidiaries

 Consolidated Financial Statements of Kimco Realty Corporation and Subsidiaries

 Consolidated Balance Sheets as of December 31, 2023 and 2022

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

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

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

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

 Consolidated Financial Statements of Kimco Realty OP, LLC and Subsidiaries

 Consolidated Balance Sheets as of December 31, 2023 and 2022

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

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

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

 Consolidated Statements of Cash Flows for the 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

 2.

 Financial Statement Schedules -

 Schedule II -

 Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021

 Schedule III -

 Real Estate and Accumulated Depreciation as of December 31, 2023

 Schedule IV -

 Mortgage Loans on Real Estate as of December 31, 2023

 All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule.

 3.

 Exhibits -

 The exhibits listed on the accompanying Index to Exhibits are filed as part of this Form 10-K.

 Item 16. Form 10-K Summary

 None.

 INDEX TO EXHIBITS

 Incorporated by Reference

 Exhibit Description

 Form

 File No.

 Date of
 Filing

 Filed/
 Furnished
 Herewith

 Page

 2.1

 Agreement and Plan of Merger, dated as of April 15, 2021, by and between Kimco Realty Corporation and Weingarten Realty Investors.

 04/15/21

 2.1

 2.2

 Agreement and Plan of Merger, dated December 15, 2022, by and among Kimco, New Kimco and Merger Sub.

 12/15/22

 2.1

 2.3

 Agreement and Plan of Merger, dated as of August 28, 2023, by and among Kimco Realty Corporation, Kimco Realty OP, LLC, Tarpon Acquisition Sub, LLC, Tarpon OP Acquisition Sub, LLC, RPT Realty, and RPT Realty, L.P.

 08/28/23

 2.1

 3.1

 Articles of Merger

 3.3

 3.2

 Articles of Amendment and Restatement of Kimco Realty Corporation

 3.1

 3.3

 Articles Supplementary of Kimco Realty Corporation with respect to Kimco Class N Preferred Stock

 01/02/24

 3.2

 3.4

 Certificate of Correction to Articles Supplementary of Kimco Realty Corporation with respect to Kimco Class N Preferred Stock

 —

 —

 —

 —

 *

 3.5

 Amended and Restated Bylaws of Kimco Realty Corporation

 07/28/23

 3.1

 3.6

 Certificate of Formation of Kimco Realty OP, LLC

 3.4

 3.7

 Amended and Restated Limited Liability Company Agreement of Kimco Realty OP, LLC, dated as of January 2, 2024

 01/02/24

 3.1

 4.1

 Indenture dated September 1, 1993, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company)

 S-3

 333-67552

 09/10/93

 4(a)

 4.2

 First Supplemental Indenture, dated August 4, 1994, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company)

 03/28/96

 4.6

 4.3

 Second Supplemental Indenture, dated April 7, 1995, between Kimco Realty Corporation and Bank of New York (as successor to IBJ Schroder Bank and Trust Company)

 04/07/95

 4(a)

 4.4

 Third Supplemental Indenture, dated June 2, 2006, between Kimco Realty Corporation and The Bank of New York, as Trustee

 06/05/06

 4.1

 4.5

 Fourth Supplemental Indenture, dated April 26, 2007, between Kimco Realty Corporation and The Bank of New York, as Trustee

 04/26/07

 1.3

 4.6

 Fourth Supplemental Indenture, dated as of January 3, 2023, between Kimco Realty OP, LLC, as issuer, Kimco Realty Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee

 4.2

 4.7

 Fifth Supplemental Indenture, dated September 24, 2009, between Kimco Realty Corporation and The Bank of New York Mellon, as Trustee

 09/24/09

 4.1

 4.8

 Sixth Supplemental Indenture, dated May 23, 2013, between Kimco Realty Corporation and The Bank of New York Mellon, as Trustee

 05/23/13

 4.1

 4.9

 Seventh Supplemental Indenture, dated April 24, 2014, between Kimco Realty Corporation and The Bank of New York Mellon, as Trustee

 04/24/14

 4.1

 4.10

 Eighth Supplemental Indenture, dated as of January 3, 2023, between Kimco Realty OP, LLC, as issuer, Kimco Realty Corporation, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee

 4.1

 Incorporated by Reference

 Exhibit Description

 Form

 File No.

 Date of
 Filing

 Filed/
 Furnished
 Herewith

 Page

 4.11

 Form of Indenture for Senior Debt Securities, among Kimco Realty Corporation, an issuer, Kimco Realty OP, LLC, as guarantor, and The Bank of New York Mellon, as Trustee

 S-3ASR

 333-269102

 4(j)

 4.12

 Description of Securities

 —

 —

 —

 —

 *

 4.13

 Form of Indenture for Senior Debt Securities dated as of May 1, 1995 between Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association).

 S-3

 33-57659

 02/10/95

 4(a)

 4.14

 First Supplemental Indenture, dated August 2, 2006, between Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association).

 1-09876

 08/02/06

 4.1

 4.15

 Second Supplemental Indenture, dated October 9, 2012, between Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association).

 1-09876

 10/09/12

 4.1

 4.16

 Third Supplemental Indenture, dated August 3, 2021, between Kimco Realty Corporation, Weingarten Realty Investors and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association).

 02/24/23

 4.16

 4.17

 Fourth Supplemental Indenture, dated January 3, 2023, between Kimco Realty Corporation (successor in interest to Weingarten Realty Investors) and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association, successor to Texas Commerce Bank National Association).

 4.2

 4.18

 Form of Deposit Agreement, dated as of January 2, 2024, between Kimco Realty Corporation and Equiniti Trust Company, LLC, and the holders from time to time of the Depositary Receipts described therein, dated as of January 2, 2024

 4.1

 10.1

 Amended and Restated Stock Option Plan

 03/28/95

 10.3

 10.2

 Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation (restated February 25, 2009)

 02/27/09

 10.9

 10.3

 Kimco Realty Corporation Executive Severance Plan, dated March 15, 2010

 03/19/10

 10.5

 10.4

 Restated Kimco Realty Corporation 2010 Equity Participation Plan

 02/27/17

 10.6

 10.5

 Amendment No. 1 to the Kimco Realty Corporation 2010 Equity Participation Plan

 02/23/18

 10.7

 10.6

 Amendment No. 2 to the Kimco Realty Corporation 2010 Equity Participation Plan

 10.7

 10.7

 Form of Performance Share Award Grant Notice and Performance Share Award Agreement

 03/19/10

 10.8

 10.8

 First Amendment to the Kimco Realty Corporation Executive Severance Plan, dated March 20, 2012

 05/10/12

 10.3

 10.9

 Amended and Restated Credit Agreement, dated as of February 27, 2020, among Kimco Realty Corporation, the subsidiaries of Kimco from time to time parties thereto, the several banks, financial institutions and other entities from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders thereunder

 03/02/20

 10.1

 10.10

 Kimco Realty Corporation 2020 Equity Participation Plan

 DEF 14A

 03/18/20

 Annex B

 10.11

 Kimco Realty Corporation Amended and Restated 2020 Equity Participation Plan

 10.8

 Incorporated by Reference

 Exhibit Description

 Form

 File No.

 Date of
 Filing

 Filed/
 Furnished
 Herewith

 Page

 10.12

 Kimco Realty Corporation Second Amended and Restated 2020 Equity Participation Plan

 *

 10.13

 Form of LTIP Unit Award Agreement (Time-Based)

 *

 10.14

 Form of LTIP Unit Award Agreement (Performance-Based)

 *

 10.15

 Credit Agreement, dated April 1, 2020, among Kimco Realty Corporation and each of the parties named therein

 10.1

 10.16

 Amendment No.1 to Credit Agreement, dated April 20, 2020, among Kimco Realty Corporation and each of the parties named therein.

 10.2

 10.17

 Amendment No.2 to Credit Agreement, dated April 24, 2020, among Kimco Realty Corporation and each of the parties named therein.

 10.3

 10.18

 Amendment No. 3 to Amended and Restated Credit Agreement, dated as of January 3, 2023, by and among Kimco Realty OP, LLC, Kimco Realty Corporation, and JPMorgan Chase Bank, N.A., as administrative agent

 10.1

 10.19

 Form of Kimco Realty Corporation 2020 Equity Participation Plan Performance Share Award Grant Notice and Performance Share Award Agreement.

 10.4

 10.20

 Form of Kimco Realty Corporation 2020 Equity Participation Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement.

 10.5

 10.21

 Parent Guarantee, dated as of January 1, 2023, by Kimco Realty Corporation

 10.2

 10.22

 Form of Indemnification Agreement

 02/24/23

 10.19

 10.23

 Amended and Restated Credit Agreement, dated as of February 23, 2023, among Kimco Realty OP, LLC and each of the parties named therein.

 02/24/23

 10.20

 10.24

 Seventh Amended and Restated Credit Agreement, dated as of January 2, 2024 among Kimco Realty OP, LLC (as successor by assumption to RPT Realty, L.P.), the several banks, financial institutions and other entities from time to time parties thereto, BMO Bank, N.A., as syndication agent, Truist Bank and Regions Bank, as documentation agents, J.P. Morgan Securities LLC, as sustainability structuring agent, and JPMorgan Chase Bank, N.A., as administrative agent

 10.1

 10.25

 Parent Guarantee, dated as of January 2, 2024, made by Kimco Realty Corporation in favor of JPMorgan Chase Bank, N.A., as administrative agent

 10.2

 10.26

 Term Loan Agreement, dated as of January 2, 2024 among Kimco Realty O.P., LLC, the several banks, financial institutions and other entities from time to time parties thereto, and TD Bank, N.A., as administrative agent

 10.3

 10.27

 Parent Guarantee, dated as of January 2, 2024, made by Kimco Realty Corporation in favor of TD Bank, N.A., as administrative agent

 10.4

 21.1

 Significant Subsidiaries of Kimco Realty Corporation and Kimco Realty OP, LLC

 —

 —

 —

 —

 *

 23.1

 Consent of PricewaterhouseCoopers LLP - Kimco Realty Corporation

 —

 —

 —

 —

 *

 23.2

 Consent of PricewaterhouseCoopers LLP - Kimco Realty OP, LLC

 —

 —

 —

 —

 *

 31.1

 Certification of the Chief Executive Officer of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 —

 *

 31.2

 Certification of the Chief Financial Officer of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 —

 *

 31.3

 Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 —

 *

 31.4

 Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 —

 *

 32.1

 Certification of the Chief Executive Officer of Kimco Realty Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 —

 **

 32.2

 Certification of the Chief Financial Officer of Kimco Realty Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 —

 **

 Incorporated by Reference

 Exhibit Description

 Form

 File No.

 Date of
 Filing

 Filed/
 Furnished
 Herewith

 Page

 32.3

 Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 —

 **

 32.4

 Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 —

 —

 —

 —

 **

 97.1

 Kimco Realty Corporation Policy for Recovery of Erroneously Awarded Compensation

 —

 —

 —

 —

 *

 99.1

 Property Chart

 —

 —

 —

 —

 *

 101.INS

 —

 —

 —

 —

 *

 101.SCH

 —

 —

 —

 —

 *

 101.CAL

 —

 —

 —

 —

 *

 101.DEF

 —

 —

 —

 —

 *

 101.LAB

 —

 —

 —

 —

 *

 101.PRE

 —

 —

 —

 —

 *

 —

 —

 —

 —

 *

 * Filed herewith

 ** Furnished herewith

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 KIMCO REALTY CORPORATION

 By:

 /s/ Conor C. Flynn

 Chief Executive Officer

 Dated: February 23, 2024

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Milton Cooper

 Executive Chairman of the Board of Directors

 Milton Cooper

 /s/ Conor C. Flynn

 Chief Executive Officer and Director

 /s/ Frank Lourenso

 Frank Lourenso

 /s/ Richard Saltzman

 Richard Saltzman

 /s/ Philip Coviello

 Philip Coviello

 /s/ Mary Hogan Preusse

 Mary Hogan Preusse

 /s/ Valerie Richardson

 Valerie Richardson

 /s/ Henry Moniz

 Henry Moniz

 /s/ Glenn G. Cohen

 Executive Vice President -

 Glenn G. Cohen

 Chief Financial Officer

 /s/ Paul Westbrook

 Vice President -

 Paul Westbrook

 Chief Accounting Officer

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 KIMCO REALTY OP, LLC

 BY: KIMCO REALTY CORPORATION, managing member

 By:

 /s/ Conor C. Flynn

 Chief Executive Officer

 Dated: February 23, 2024

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following directors and officers of Kimco Realty Corporation, the managing member of the registrant, and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Milton Cooper

 Executive Chairman of the Board of Directors

 Milton Cooper

 /s/ Conor C. Flynn

 Chief Executive Officer and Director

 /s/ Frank Lourenso

 Frank Lourenso

 /s/ Richard Saltzman

 Richard Saltzman

 /s/ Philip Coviello

 Philip Coviello

 /s/ Mary Hogan Preusse

 Mary Hogan Preusse

 /s/ Valerie Richardson

 Valerie Richardson

 /s/ Henry Moniz

 Henry Moniz

 /s/ Glenn G. Cohen

 Executive Vice President -

 Glenn G. Cohen

 Chief Financial Officer

 /s/ Paul Westbrook

 Vice President -

 Paul Westbrook

 Chief Accounting Officer

 ANNUAL REPORT ON FORM 10-K

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

 INDEX TO FINANCIAL STATEMENTS

 AND

 FINANCIAL STATEMENT SCHEDULES

 Form 10-K
 Page

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

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

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

 Consolidated Balance Sheets as of December 31, 2023 and 2022

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

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

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

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

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

 Consolidated Balance Sheets as of December 31, 2023 and 2022

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

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

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

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

 Financial Statement Schedules:

 II.

 Valuation and Qualifying Accounts for the years ended December 31, 2023, 2022 and 2021

 III.

 Real Estate and Accumulated Depreciation as of December 31, 2023

 IV.

 Mortgage Loans on Real Estate as of December 31, 2023

 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

 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

 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 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.

 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

 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.

 CONSOLIDATED BALANCE SHEETS

 (in thousands, except share data)

 Real estate:

 Land

 $
 4,177,797

 $
 4,124,542

 Building and improvements

 14,759,997

 14,332,700

 Real estate

 Less: accumulated depreciation and amortization

 ( 3,842,869
)

 ( 3,417,414
)

 Total real estate, net

 15,094,925

 15,039,828

 1,087,804

 1,091,551

 Other investments

 144,089

 107,581

 Cash and cash equivalents

 Marketable securities

 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

 Notes payable, net

 $
 7,262,851

 $
 6,780,969

 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

 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

 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

 Total stockholders' equity

 9,525,465

 9,515,508

 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.

 CONSOLIDATED STATEMENTS OF INCOME

 (in thousands, except per share data)

 2023

 2022

 2021

 Revenues

 Revenues from rental properties, net

 $
 1,767,057

 $
 1,710,848

 $
 1,349,702

 16,343

 16,836

 14,883

 Total revenues

 1,783,400

 1,727,684

 1,364,585

 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
)

 ( 14,043
)

 ( 21,958
)

 ( 3,597
)

 Merger charges

 ( 4,766
)

 -

 ( 50,191
)

 ( 507,265
)

 ( 505,000
)

 ( 395,320
)

 Total operating expenses

 ( 1,219,599
)

 ( 1,177,399
)

 ( 971,140
)

 74,976

 15,179

 30,841

 Operating income

 638,777

 565,464

 424,286

 Other income/(expense)

 194,116

 -

 -

 Other income, net

 39,960

 28,829

 19,810

 ( 315,508
)

 ( 250,201
)

 ( 226,823
)

 ( 204,133
)

 -

 ( 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
)

 72,278

 109,481

 84,778

 Equity in income of other investments, net

 10,709

 17,403

 23,172

 Net (income)/loss attributable to noncontrolling interests

 ( 11,676
)

 ( 5,637
)

 Net income attributable to the Company

 Preferred dividends

)

)

 ( 25,416
)

 Net income available to the Company's common shareholders

 $

 $

 $
 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.

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 2023

 2022

 2021

 $

 $

 $

)

 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
)

 ( 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.

 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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

 (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

 $

 432,519

 $
 4,325

 $
 5,766,511

 $
 ( 162,812
)

 $
 -

 $
 5,608,044

 $
 62,210

 $
 5,670,254

 Comprehensive income:

 -

 -

 -

 -

 -

 -

 -

 5,637

 -

 -

 -

 -

 -

 -

 -

 -

 2,216

 2,216

 -

 2,216

 -

 -

 -

 -

 -

 -

 -

 -

 ( 751
)

 ( 751
)

 Dividends declared to preferred shares

)

)

)

 Dividends declared to common shares

 -

 -

 -

 -

 -

)

 -

)

 -

)

 -

 -

 -

 -

 -

 -

 -

 -

 ( 28,707
)

 ( 28,707
)

 Issuance of common stock, net of issuance costs

 -

 -

 4,958

 76,879

 -

 -

 76,929

 -

 76,929

 Issuance of common stock for Weingarten Realty Investors merger

 -

 -

 179,920

 1,799

 3,736,936

 -

 -

 -

 Surrender of common stock for taxes

 -

 -

 ( 1,127
)

 ( 11
)

 ( 20,898
)

 -

 -

)

 -

)

 Exercise of common stock options

 -

 -

 6,057

 -

 -

 6,060

 -

 6,060

 -

 -

 -

 -

 -

 -

 -

 Noncontrolling interests assumed from the Weingarten Realty Investors merger

 -

 -

 -

 -

 -

 -

 -

 -

 177,039

 177,039

 -

 -

 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

 616,659

 6,167

 9,591,871

 299,115

 2,216

 9,899,389

 210,793

 10,110,182

 -

 Contributions from noncontrolling interest

 -

 -

 -

 -

 -

 -

 -

 -

 Net income/(loss)

 -

 -

 -

 -

 -

 -

 ( 11,442
)

 -

 -

 -

 -

 -

 -

 -

 -

 8,365

 8,365

 -

 8,365

 -

 -

 -

 -

 -

 -

 -

 -

 ( 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
)

 -

 ( 3,442
)

 -

 ( 3,442
)

 -

 -

 -

 -

 -

 -

 -

 -

 ( 65,232
)

 ( 65,232
)

 Issuance of common stock, net of issuance costs

 -

 -

 2,162

 11,259

 -

 -

 11,281

 -

 11,281

 Surrender of restricted common stock

 -

 -

 ( 616
)

 ( 6
)

 ( 13,784
)

 -

 -

)

 -

)

 Exercise of common stock options

 -

 -

 4,231

 -

 -

 4,232

 -

 4,232

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,597

 -

 -

 1,598

 ( 1,839
)

 ( 241
)

 Balance at December 31, 2022

 618,484

 6,185

 9,618,271

 ( 119,548
)

 9,515,508

 131,401

 9,646,909

 -

 Contributions from noncontrolling interests

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 11,676

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 -

)

 Change in unrealized gains related to equity method investments

 -

 -

 -

 -

 -

 -

 3,329

 3,329

 -

 3,329

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Dividends declared to preferred shares

 -

 -

 -

 -

 -

)

 -

)

 -

)

 Dividends declared to common shares

 -

 -

 -

 -

 -

)

 -

)

 -

)

 Repurchase of preferred stock

 -

 -

 -

 -

)

 -

 -

)

 -

)

 -

 -

 -

 -

 -

 -

 -

 -

 ( 5,614
)

 ( 5,614
)

 Issuance of common stock

 -

 -

 1,988

 ( 20
)

 -

 -

 -

 -

 -

 Surrender of restricted common stock

 -

 -

 ( 774
)

 ( 8
)

 ( 16,319
)

 -

 -

)

 -

)

 Exercise of common stock options

 -

 -

 3,725

 -

 -

 3,727

 -

 3,727

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 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

 $

 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.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2023

 2022

 2021

 Cash flow from operating activities:

 $

 $

 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 507,265

 505,000

 395,320

 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
)

 -

 7,658

 -

 Equity award expense

 33,054

 26,639

 23,150

 ( 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
)

 -

 -

 ( 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

 Investment in cost method investments

 ( 1,569
)

 ( 4,524
)

 -

 ( 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

 30,855

 64,068

 Investment in mortgage and other financing receivables

 ( 18,519
)

 ( 75,063
)

 ( 41,897
)

 Collection of mortgage and other financing receivables

 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

 -

 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

 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

 293,188

 Cash, cash equivalents and restricted cash, end of year

 $

 $

 $

 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)

 Real estate:

 Land

 $
 4,177,797

 $
 4,124,542

 Building and improvements

 14,759,997

 14,332,700

 Real estate

 Less: accumulated depreciation and amortization

 ( 3,842,869
)

 ( 3,417,414
)

 Total real estate, net

 15,094,925

 15,039,828

 1,087,804

 1,091,551

 Other investments

 144,089

 107,581

 Cash and cash equivalents

 Marketable securities

 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

 Notes payable, net

 $
 7,262,851

 $
 6,780,969

 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

 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

 Total members' capital

 9,525,465

 9,515,508

 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.

 CONSOLIDATED STATEMENTS OF INCOME

 (in thousands, except per unit data)

 2023

 2022

 2021

 Revenues

 Revenues from rental properties, net

 $
 1,767,057

 $
 1,710,848

 $
 1,349,702

 16,343

 16,836

 14,883

 Total revenues

 1,783,400

 1,727,684

 1,364,585

 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
)

 ( 14,043
)

 ( 21,958
)

 ( 3,597
)

 Merger charges

 ( 4,766
)

 -

 ( 50,191
)

 ( 507,265
)

 ( 505,000
)

 ( 395,320
)

 Total operating expenses

 ( 1,219,599
)

 ( 1,177,399
)

 ( 971,140
)

 74,976

 15,179

 30,841

 Operating income

 638,777

 565,464

 424,286

 Other income/(expense)

 194,116

 -

 -

 Other income, net

 39,960

 28,829

 19,810

 ( 315,508
)

 ( 250,201
)

 ( 226,823
)

 ( 204,133
)

 -

 ( 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
)

 72,278

 109,481

 84,778

 Equity in income of other investments, net

 10,709

 17,403

 23,172

 Net (income)/loss attributable to noncontrolling interests

 ( 11,676
)

 ( 5,637
)

 Net income attributable to the Company

 Preferred distributions, net

)

)

 ( 25,416
)

 Net income available to the Company's common unitholders

 $

 $

 $
 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.

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 2023

 2022

 2021

 $

 $

 $

)

 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
)

 ( 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.

 CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

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

 Preferred Units

 Common Units

 Accumulated

 Total

 Noncontrolling

 Issued

 Amount

 Issued

 Amount

 Other

 Members' Capital

 Interests

 Total Capital

 Balance at January 1, 2021

 $
 472,533

 432,519

 $
 5,135,511

 $
 -

 $
 5,608,044

 $
 62,210

 $
 5,670,254

 -

 25,420

 -

 818,639

 -

 5,637

 -

 -

 -

 -

 2,216

 2,216

 -

 2,216

 -

 -

 -

 -

 -

 -

 ( 751
)

 ( 751
)

 Distributions declared to preferred unitholders

 -

)

 -

 -

 -

)

 -

)

 Distributions declared to common unitholders

 -

 -

 -

)

 -

)

)

 -

 -

 -

 -

 -

 -

 ( 28,707
)

 ( 28,707
)

 Issuance of common units as a result of common stock issued by Parent Company

 -

 -

 5,274

 -

 -

 Issuance of common units for Weingarten Realty Investors merger

 -

 -

 179,920

 -

 -

 Surrender of common units for taxes

 -

 -

 ( 1,127
)

)

 -

)

 -

)

 -

 -

 -

 -

 -

 Noncontrolling interests assumed from the Weingarten Realty Investors merger

 -

 -

 -

 -

 -

 -

 177,039

 177,039

 -

 -

 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

 472,533

 616,659

 9,424,640

 2,216

 9,899,389

 210,793

 10,110,182

 Contributions from noncontrolling interest

 -

 -

 -

 -

 -

 -

 Net income/(loss)

 -

 25,218

 -

 -

 ( 11,442
)

 -

 -

 -

 -

 8,365

 8,365

 -

 8,365

 -

 -

 -

 -

 -

 -

 ( 1,770
)

 ( 1,770
)

 Distributions declared to preferred unitholders

 -

)

 -

 -

 -

)

 -

)

 Distributions declared to common unitholders

 -

 -

 -

 ( 519,421
)

 -

 ( 519,421
)

 -

 ( 519,421
)

 Repurchase of preferred units

 ( 1
)

 ( 3,506
)

 -

 -

 -

 ( 3,506
)

 -

 ( 3,506
)

 -

 -

 -

 -

 -

 -

 ( 65,232
)

 ( 65,232
)

 Issuance of common units as a result of common stock issued by Parent Company

 -

 -

 2,368

 -

 -

 Surrender of common units

 -

 -

 ( 616
)

)

 -

)

 -

)

 -

 -

 -

 -

 -

 -

 -

 1,598

 -

 1,598

 ( 1,839
)

 ( 241
)

 Balance at December 31, 2022

 469,027

 618,484

 9,035,900

 9,515,508

 131,401

 9,646,909

 Contributions from noncontrolling interest

 -

 -

 -

 -

 -

 -

 -

 25,021

 -

 -

 11,676

 -

 -

 -

 -

)

)

 -

)

 Change in unrealized gains related to equity method investments

 -

 -

 -

 -

 3,329

 3,329

 -

 3,329

 -

 -

 -

 -

 -

 -

)

)

 Distributions declared to preferred unitholders

 -

)

 -

 -

 -

)

 -

)

 Distributions declared to common unitholders

 -

 -

 -

)

 -

)

 -

)

 Repurchase of preferred units

 -

)

 -

 -

 -

)

 -

)

 -

 -

 -

 -

 -

 -

 ( 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
)

)

 -

)

 -

)

 -

 -

 -

 -

 -

 -

 -

 -

 ( 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

 $
 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.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2023

 2022

 2021

 Cash flow from operating activities:

 $

 $

 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 507,265

 505,000

 395,320

 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
)

 -

 7,658

 -

 Equity award expense

 33,054

 26,639

 23,150

 ( 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
)

 -

 -

 ( 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

 Investment in cost method investments

 ( 1,569
)

 ( 4,524
)

 -

 ( 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

 30,855

 64,068

 Investment in mortgage and other financing receivables

 ( 18,519
)

 ( 75,063
)

 ( 41,897
)

 Collection of mortgage and other financing receivables

 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

 -

 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

 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

 293,188

 Cash, cash equivalents and restricted cash, end of year

 $

 $

 $

 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

 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

 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

 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

 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.

 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 Other investments 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 shall be measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.

 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

 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

 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.

 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

 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

 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

 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

 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

 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):

 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

 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

 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)

 Jan-23

 $
 69,130

 $
 19,637

 $
 13,019

 $
 101,786

 Crossroads Plaza Parcel

 Cary, NC

 Jan-23

 2,173

 -

 -

 2,173

 Northridge Shopping Center Parcel

 Arvada, CO

 Jan-23

 -

 -

 Stafford Marketplace Parcel (2)

 Stafford, VA

 Feb-23

 -

 -

 12,527

 12,527

 Tustin Heights (1)

 Tustin, CA

 Mar-23

 26,501

 17,550

 4,910

 48,961

 Marlton Plaza Parcel

 Cherry Hill, NJ

 Jul-23

 -

 -

 -

 Stonebridge at Potomac Town Center

 Woodbridge, VA

 Aug-23

 169,840

 -

 1,667

 171,507

 Big 5 Factoria Parcel

 Bellevue, WA

 Oct-23

 7,817

 -

 -

 7,817

 $
 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

 Columbia Crossing Parcel

 Columbia, MD

 Feb-22

 16,239

 -

 -

 16,239

 Oak Forest Parcel

 Houston, TX

 Jun-22

 3,846

 -

 -

 3,846

 Devon Village (1)

 Devon, PA

 Jun-22

 -

 -

 -

 Fishtown Crossing

 Philadelphia, PA

 39,291

 -

 -

 39,291

 Carman's Plaza

 Massapequa, NY

 51,423

 -

 -

 51,423

 Pike Center (1)

 Rockville, MD

 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

 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

 ( 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

 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

 Weighted-
 Average Useful
 Life (in Years)

 Allocation as of

 Weighted-
 Average Useful
 Life (in Years)

 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

 (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):

 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)

 Number of parcels sold

 ( 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

 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

 Joint Venture

 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

 247.5

 256.8

 Other Joint Venture Programs

 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):

 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

 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):

 Joint Venture

 Mortgages and
 Notes Payable,
 Net

 Weighted
 Interest
 Rate

 Weighted
 Remaining
 Term
 (months)*

 Mortgages and
 Notes Payable, Net

 Weighted
 Interest
 Rate

 Weighted
 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):

 2023

 2022

 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

 -

 25.0

 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

 2023

 2022

 2021

 Revenues, net

 $
 174.1

 $
 182.5

 $
 186.6

 ( 46.7
)

 ( 48.2
)

 ( 51.3
)

 ( 38.5
)

 ( 39.4
)

 ( 40.3
)

 -

 76.2

 -

 ( 16.8
)

 ( 15.5
)

 ( 18.1
)

 Other expense, net

 ( 0.6
)

 ( 1.2
)

 ( 2.1
)

 $
 71.5

 $
 154.4

 $
 74.8

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

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

 2023

 2022

 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

 815.6

 925.9

 70.9

 78.8

 Accumulated other comprehensive income

 5.1

 6.3

 34.4

 33.5

 Members' capital

 2,321.9

 2,444.5

 Total Liabilities and Members' Capital

 $
 3,407.8

 $
 3,648.5

 2023

 2022

 2021

 Revenues, net

 $
 378.4

 $
 395.2

 $
 340.3

 ( 126.6
)

 ( 126.9
)

 ( 111.7
)

 ( 17.8
)

 ( 21.1
)

 ( 23.5
)

 ( 108.2
)

 ( 119.0
)

 ( 97.2
)

 48.0

 24.7

 61.5

 ( 55.4
)

 ( 38.6
)

 ( 27.6
)

 Other expense, net

 ( 6.4
)

 ( 6.2
)

 ( 0.9
)

 $
 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

 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):

 2023

 2022

 Marketable securities:

 Amortized cost

 $
 40,110

 $
 87,411

 Unrealized gains, net

 289,947

 510,321

 Total fair value

 $

 $

 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):

 2023

 2022

 2021

 $

 $
 ( 315,508
)

 $

 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):

 2023

 2022

 2021

 $

 $
 ( 315,508
)
 $

 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
)
 $

 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

 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):

 2023

 2022

 Billed tenant receivables

 $
 30,444

 $
 33,801

 Unbilled common area maintenance, insurance and tax reimbursements

 55,499

 56,001

 Deferred rent receivables

 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):

 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

 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

 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):

 2023

 2022

 2021

 Lease cost:

 Finance lease cost

 $
 1,261

 $
 1,294

 $

 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

 -

 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

 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

 $

 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 %

 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

 Interest Rate at

 Maturity Date at

 2023

 2022

 2023

 2022

 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

 Interest Rate

 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

 Interest Rate

 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

 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

 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

 Interest Rate at

 Maturity Date at

 2023

 2022

 2023

 2022

 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

 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

 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

 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.

 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

 Number of Units
 Remaining

 Return Per Annum

 Class B-1 Preferred Units (1)

 $
 10,000

 7.0 %

 Class B-2 Preferred Units (2)

 $
 10,000

 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

 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

)

 ( 1,771
)

 Redemption/conversion of noncontrolling interests (1)

 ( 21,070
)

 ( 209
)

 Adjustment to estimated redemption value

 -

 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

 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):

 2023

 2022

 Number of unencumbered VIEs

 Number of encumbered VIEs

 Total number of consolidated VIEs

 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:

 $
 97.3

 $
 109.7

 Accounts payable and accrued expenses

 11.4

 10.9

 Operating lease liabilities

 5.0

 5.2

 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

 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):

 2023

 2022

 Carrying
 Amounts

 Estimated
 Fair Value

 Carrying
 Amounts

 Estimated
 Fair Value

 Mortgage and other financing receivables (1)

 $
 130,745

 $
 122,323

 $
 87,359

 $
 87,359

 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):

 Level 1

 Level 2

 Level 3

 Marketable equity securities

 $

 $

 $
 -

 $
 -

 Embedded derivative liability

 $
 30,914

 $
 -

 $
 -

 $
 30,914

 Level 1

 Level 2

 Level 3

 Marketable equity securities

 $

 $

 $
 -

 $
 -

 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

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

 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):

 Class of
 Preferred
 Stock

 Authorized

 Issued and
 Outstanding

 Liquidation
 Preference

 Dividend
 Rate

 Annual
 Dividend per
 Depositary
 Share

 Par
 Value

 Optional
 Redemption
 Date

 Class L

 10,350

 8,902

 $
 222,543

 5.125
 %

 $

 $
 1.00

 8/16/2022

 Class M

 10,580

 10,465

 261,636

 5.250
 %

 $

 $
 1.00

 12/20/2022

 19,367

 $
 484,179

 As of December 31, 2022

 Class of
 Preferred
 Stock

 Authorized

 Issued and
 Outstanding

 Liquidation
 Preference

 Dividend
 Rate

 Annual
 Dividend per
 Depositary
 Share

 Par
 Value

 Optional
 Redemption
 Date

 Class L

 10,350

 8,946

 $
 223,637

 5.125
 %

 $

 $
 1.00

 8/16/2022

 Class M

 10,580

 10,489

 262,231

 5.250
 %

 $

 $
 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

 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:

 2023

 2022

 2021

 Common Stock (1)

 $
 1.02000

 $
 0.84000

 $
 0.68000

 Class L Depositary Shares

 $

 $

 $

 Class M Depositary Shares

 $

 $

 $

 ( 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

 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

 $
 -

 $
 -

 $
 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

 $

 $
 -

 $
 ( 2,304
)

 Lease liabilities arising from obtaining operating right-of-use assets

 $
 1,481

 $
 -

 $

 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

 $
 -

 $
 -

 $
 585,382

 Notes payable

 $
 -

 $
 -

 $
 ( 1,497,632
)

 Mortgages payable

 $
 -

 $
 -

 $
 ( 317,671
)

 Below-market leases

 $
 -

 $
 -

 $
 ( 119,373
)

 $
 -

 $
 -

 $
 ( 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, 2022

 Cash and cash equivalents

 $
 780,518

 $
 146,970

 Restricted cash

 3,239

 2,859

 Total cash, cash equivalents and restricted cash

 $

 $

 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

 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

 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

 282,134

 $
 22.13

 $
 -

 -

 $
 -

 $
 -

 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.

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

 Restricted Stock

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

 2023

 2022

 2021

 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:

 2023

 2022

 2021

 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)

 %

 %

 %

 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.

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

 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

 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

 $

 $

 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

 Amortization of net gain

 -

 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:

 2022

 Discount rate

 4.88
 %

 Salary scale increases

 N/A

 Interest credit rate for cash balance plan

 4.50
 %

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

 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

 $

 $

 $

 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
)

 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

 -

 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.

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

 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

 %

 $
 9,657

 %

 $
 11,185

 %

 Capital gain

 -

 -

 1,839

 %

 %

 $
 11,432

 %

 $
 11,496

 %

 $
 11,531

 %

 Preferred M Dividends

 Ordinary income

 $
 13,749

 %

 $
 11,615

 %

 $
 13,469

 %

 Capital gain

 -

 -

 2,212

 %

 %

 $
 13,749

 %

 $
 13,827

 %

 $
 13,886

 %

 Common Dividends

 Ordinary income

 $
 622,885

 %

 $
 418,725

 %

 $
 273,272

 %

 Capital gain

 -

 -

 82,711

 %

 10,647

 %

 Return of capital

 6,292

 %

 15,508

 %

 70,980

 %

 $
 629,177

 %

 $
 516,944

 %

 $
 354,899

 %

 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
)

 $

 $
 ( 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.

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

 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.

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

 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

 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

 $

 $
 -

 $

 Other comprehensive income before reclassifications

 3,329

 3,596

 Amounts reclassified from AOCI (1)

 ( 10,848
)

 -

 ( 10,848
)

 Net current-period other comprehensive income

)

 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

 $

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

 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

 $

 $

 $
 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

 -

 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

 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.

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

 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

 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.

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

 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

 beginning of
 period

 Charged to
 expenses

 Adjustments to
 valuation
 accounts

 Deductions

 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.

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

 SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

 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

 $

 $
 1,212

 $

 $

 $
 1,280

 $
 2,130

 $

 $
 1,844

 $
 -

 BELL CAMINO CENTER

 AZ

 2,427

 6,439

 1,155

 2,427

 7,594

 10,021

 2,966

 7,055

 -

 BELL CAMINO-SAFEWAY PARCEL

 AZ

 1,104

 4,574

 -

 1,104

 4,574

 5,678

 5,011

 -

 2019(A)

 BROADWAY MARKETPLACE

 AZ

 3,517

 10,303

 3,518

 10,830

 14,348

 1,537

 12,811

 -

 CAMELBACK MILLER PLAZA

 AZ

 6,236

 29,230

 6,237

 30,019

 36,256

 4,067

 32,189

 -

 CAMELBACK VILLAGE SQUARE

 AZ

 -

 13,038

 -

 13,465

 13,465

 1,917

 11,548

 -

 CHRISTOWN SPECTRUM

 AZ

 33,831

 91,004

 24,078

 76,639

 72,274

 148,913

 21,138

 127,775

 -

 COLLEGE PARK SHOPPING CENTER

 AZ

 3,277

 7,741

 3,277

 8,663

 11,940

 3,569

 8,371

 -

 DESERT VILLAGE

 AZ

 6,465

 22,025

 6,465

 22,336

 28,801

 2,767

 26,034

 -

 ENTRADA DE ORO PLAZA

 AZ

 5,700

 11,044

 ( 47
)

 5,700

 10,997

 16,697

 1,521

 15,176

 -

 FOUNTAIN PLAZA

 AZ

 4,794

 20,373

 4,794

 20,453

 25,247

 1,929

 23,318

 -

 MADERA VILLAGE

 AZ

 3,980

 8,110

 3,980

 8,330

 12,310

 1,266

 11,044

 -

 MADISON VILLAGE MARKETPLACE

 AZ

 4,090

 18,343

 4,090

 18,510

 22,600

 2,004

 20,596

 -

 MESA RIVERVIEW

 AZ

 15,000

 -

 143,883

 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

 -

 MONTE VISTA VILLAGE CENTER

 AZ

 4,064

 8,344

 ( 11
)

 4,064

 8,333

 12,397

 1,050

 11,347

 -

 NORTH VALLEY

 AZ

 6,862

 18,201

 15,177

 4,796

 35,444

 40,240

 9,261

 30,979

 -

 PLAZA AT MOUNTAINSIDE

 AZ

 2,450

 9,802

 2,905

 2,450

 12,706

 15,156

 8,510

 6,646

 -

 PLAZA DEL SOL

 AZ

 5,325

 21,270

 2,656

 4,578

 24,673

 29,251

 12,107

 17,144

 -

 PUEBLO ANOZIRA

 AZ

 7,734

 27,063

 7,734

 27,512

 35,246

 3,153

 32,093

 11,803

 RAINTREE RANCH CENTER

 AZ

 7,720

 30,743

 ( 129
)

 7,720

 30,614

 38,334

 3,113

 35,221

 -

 RED MOUNTAIN GATEWAY

 AZ

 4,653

 10,410

 3,791

 4,653

 14,200

 18,853

 1,144

 17,709

 -

 SCOTTSDALE HORIZON

 AZ

 8,191

 36,728

 1,693

 8,191

 38,421

 46,612

 3,861

 42,751

 -

 SCOTTSDALE WATERFRONT

 AZ

 15,872

 30,112

 15,872

 30,285

 46,157

 3,726

 42,431

 -

 SHOPPES AT BEARS PATH

 AZ

 3,445

 2,874

 3,445

 2,977

 6,422

 6,053

 -

 SQUAW PEAK PLAZA

 AZ

 2,515

 17,021

 2,515

 17,092

 19,607

 2,011

 17,596

 -

 VILLAGE CROSSROADS

 AZ

 5,663

 24,981

 1,794

 5,663

 26,774

 32,437

 9,129

 23,308

 -

 280 METRO CENTER

 CA

 38,735

 94,903

 2,014

 38,735

 96,917

 135,652

 22,774

 112,878

 -

 580 MARKET PLACE

 CA

 12,769

 48,768

 12,769

 49,055

 61,824

 4,314

 57,510

 -

 8000 SUNSET STRIP S.C.

 CA

 43,012

 85,115

 1,034

 43,012

 86,148

 129,160

 9,710

 119,450

 -

 AAA BUILDING AT STEVENS CREEK

 CA

 1,661

 3,114

 -

 1,661

 3,114

 4,775

 4,442

 -

 ANAHEIM PLAZA

 CA

 34,228

 73,765

 6,169

 34,228

 79,934

 114,162

 10,398

 103,764

 -

 BLACK MOUNTAIN VILLAGE

 CA

 4,678

 11,913

 2,241

 4,678

 14,154

 18,832

 6,344

 12,488

 -

 BROOKHURST CENTER

 CA

 10,493

 31,358

 4,051

 22,300

 23,602

 45,902

 6,819

 39,083

 -

 BROOKVALE SHOPPING CENTER

 CA

 14,050

 19,771

 1,241

 14,050

 21,011

 35,061

 2,905

 32,156

 -

 CAMBRIAN PARK PLAZA

 CA

 41,258

 2,015

 2,298

 41,258

 4,313

 45,571

 44,761

 -

 CENTERWOOD PLAZA

 CA

 10,981

 10,702

 10,981

 10,897

 21,878

 1,498

 20,380

 -

 CHICO CROSSROADS

 CA

 9,976

 30,535

 ( 5,399
)

 7,905

 27,207

 35,112

 12,329

 22,783

 -

 CHINO HILLS MARKETPLACE

 CA

 17,702

 72,529

 17,702

 73,496

 91,198

 8,045

 83,153

 -

 CITY HEIGHTS

 CA

 10,687

 28,325

 ( 435
)

 13,909

 24,668

 38,577

 7,030

 31,547

 -

 CORONA HILLS PLAZA

 CA

 13,361

 53,373

 13,790

 13,361

 67,163

 80,524

 43,815

 36,709

 -

 COSTCO PLAZA - 541

 CA

 4,996

 19,983

 ( 762
)

 4,996

 19,221

 24,217

 12,714

 11,503

 -

 CREEKSIDE CENTER

 CA

 3,871

 11,563

 2,696

 5,154

 12,975

 18,129

 2,404

 15,725

 -

 CROCKER RANCH

 CA

 7,526

 24,878

 ( 107
)

 7,526

 24,770

 32,296

 6,315

 25,981

 -

 CUPERTINO VILLAGE

 CA

 19,886

 46,535

 27,949

 19,886

 74,484

 94,370

 27,845

 66,525

 -

 EL CAMINO PROMENADE

 CA

 7,372

 37,592

 5,200

 7,372

 42,792

 50,164

 4,268

 45,896

 -

 FREEDOM CENTRE

 CA

 8,933

 18,622

 8,933

 18,746

 27,679

 2,637

 25,042

 -

 FULTON MARKET PLACE

 CA

 2,966

 6,921

 16,928

 6,280

 20,535

 26,815

 6,679

 20,136

 -

 GATEWAY AT DONNER PASS

 CA

 4,516

 8,319

 14,671

 8,759

 18,747

 27,506

 3,825

 23,681

 -

 GATEWAY PLAZA

 CA

 18,372

 65,851

 ( 334
)

 18,372

 65,516

 83,888

 6,197

 77,691

 23,363

 GREENHOUSE MARKETPLACE

 CA

 10,976

 27,721

 10,976

 27,822

 38,798

 3,590

 35,208

 -

 GREENHOUSE MARKETPLACE II

 CA

 5,346

 7,188

 ( 227
)

 5,346

 6,961

 12,307

 11,472

 -

 HOME DEPOT PLAZA

 CA

 4,592

 18,345

 4,592

 18,345

 22,937

 12,207

 10,730

 -

 KENNETH HAHN PLAZA

 CA

 4,115

 7,661

 ( 695
)

 -

 11,082

 11,082

 5,405

 5,677

 -

 LA MIRADA THEATRE CENTER

 CA

 8,817

 35,260

 6,889

 37,234

 44,123

 24,286

 19,837

 -

 LA VERNE TOWN CENTER

 CA

 8,414

 23,856

 13,176

 16,362

 29,084

 45,446

 8,823

 36,623

 -

 LABAND VILLAGE SHOPPING CENTER

 CA

 5,600

 13,289

 ( 920
)

 5,607

 12,362

 17,969

 7,202

 10,767

 -

 LAKEWOOD PLAZA

 CA

 1,294

 3,669

 ( 1,265
)

 -

 3,699

 3,699

 2,752

 -

 LAKEWOOD VILLAGE

 CA

 8,597

 24,375

 ( 182
)

 11,683

 21,107

 32,790

 6,942

 25,848

 -

 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

 8,229

 26,560

 34,789

 8,144

 26,645

 -

 LINDA MAR SHOPPING CENTER

 CA

 16,549

 37,521

 5,284

 16,549

 42,805

 59,354

 13,027

 46,327

 -

 MADISON PLAZA

 CA

 5,874

 23,476

 4,980

 5,874

 28,456

 34,330

 16,743

 17,587

 -

 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

 20,895

 19,028

 39,923

 5,816

 34,107

 -

 NOVATO FAIR S.C.

 CA

 9,260

 15,600

 2,244

 9,260

 17,844

 27,104

 8,465

 18,639

 -

 ON THE CORNER AT STEVENS CREEK

 CA

 1,825

 4,641

 1,825

 4,642

 6,467

 6,003

 -

 PLAZA DI NORTHRIDGE

 CA

 12,900

 40,575

 1,798

 12,900

 42,373

 55,273

 19,185

 36,088

 -

 POWAY CITY CENTRE

 CA

 5,855

 13,792

 9,252

 7,248

 21,652

 28,900

 11,734

 17,166

 -

 RANCHO PENASQUITOS TOWNE CTR I

 CA

 14,852

 20,342

 14,852

 21,150

 36,002

 5,622

 30,380

 -

 RANCHO PENASQUITOS TWN CTR II

 CA

 12,945

 20,324

 12,945

 21,183

 34,128

 5,536

 28,592

 -

 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

 -

 REDWOOD CITY PLAZA

 CA

 2,552

 6,215

 5,901

 2,552

 12,116

 14,668

 3,744

 10,924

 -

 SAN DIEGO CARMEL MOUNTAIN

 CA

 5,323

 8,874

 ( 1,898
)

 5,323

 6,976

 12,299

 2,719

 9,580

 -

 SAN MARCOS PLAZA

 CA

 1,883

 12,044

 3,074

 1,883

 15,118

 17,001

 1,124

 15,877

 -

 SANTEE TROLLEY SQUARE

 CA

 40,209

 62,964

 40,209

 63,274

 103,483

 23,003

 80,480

 -

 SILVER CREEK PLAZA

 CA

 33,541

 53,176

 33,541

 53,423

 86,964

 5,533

 81,431

 -

 SOUTH NAPA MARKET PLACE

 CA

 1,100

 22,159

 21,848

 23,119

 21,988

 45,107

 14,220

 30,887

 -

 SOUTHAMPTON CENTER

 CA

 10,289

 64,096

 10,289

 64,291

 74,580

 6,112

 68,468

 20,053

 STANFORD RANCH

 CA

 10,584

 30,007

 3,166

 9,983

 33,774

 43,757

 8,690

 35,067

 -

 STEVENS CREEK CENTRAL S.C.

 CA

 41,818

 45,886

 41,818

 46,427

 88,245

 5,891

 82,354

 -

 STONY POINT PLAZA

 CA

 10,361

 38,054

 ( 229
)

 10,361

 37,824

 48,185

 3,922

 44,263

 -

 TRUCKEE CROSSROADS

 CA

 2,140

 28,325

 ( 18,609
)

 2,140

 9,716

 11,856

 6,387

 5,469

 -

 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

 60,428

 65,880

 126,308

 10,475

 115,833

 48,075

 WHITTWOOD TOWN CENTER

 CA

 57,136

 105,815

 4,780

 57,139

 110,591

 167,730

 27,690

 140,040

 -

 CROSSING AT STONEGATE

 CO

 11,909

 33,111

 11,909

 33,343

 45,252

 3,471

 41,781

 -

 DENVER WEST 38TH STREET

 CO

 1,140

 -

 EAST BANK S.C.

 CO

 1,501

 6,180

 8,417

 1,501

 14,597

 16,098

 5,448

 10,650

 -

 EDGEWATER MARKETPLACE

 CO

 7,807

 32,706

 7,807

 33,243

 41,050

 3,217

 37,833

 -

 ENGLEWOOD PLAZA

 CO

 3,233

 1,081

 4,314

 5,120

 2,678

 2,442

 -

 GREELEY COMMONS

 CO

 3,313

 20,070

 4,467

 3,313

 24,536

 27,849

 7,488

 20,361

 -

 HERITAGE WEST S.C.

 CO

 1,527

 6,124

 2,856

 1,527

 8,979

 10,506

 5,560

 4,946

 -

 HIGHLANDS RANCH II

 CO

 3,515

 11,756

 1,515

 3,515

 13,271

 16,786

 4,465

 12,321

 -

 HIGHLANDS RANCH VILLAGE S.C.

 CO

 8,135

 21,580

 1,212

 5,337

 25,591

 30,928

 7,455

 23,473

 -

 LOWRY TOWN CENTER

 CO

 3,271

 32,685

 3,271

 33,543

 36,814

 3,085

 33,729

 -

 MARKET AT SOUTHPARK

 CO

 9,783

 20,780

 6,256

 9,783

 27,035

 36,818

 8,412

 28,406

 -

 NORTHRIDGE SHOPPING CENTER

 CO

 4,933

 16,496

 4,389

 8,934

 16,883

 25,817

 8,357

 17,460

 -

 QUINCY PLACE S.C.

 CO

 1,148

 4,608

 3,081

 1,148

 7,689

 8,837

 4,826

 4,011

 -

 RIVER POINT AT SHERIDAN

 CO

 13,223

 30,444

 1,390

 12,331

 32,726

 45,057

 6,156

 38,901

 -

 RIVER POINT AT SHERIDAN II

 CO

 1,255

 4,231

 -

 1,255

 4,231

 5,486

 4,999

 -

 VILLAGE CENTER - HIGHLAND RANCH

 CO

 1,140

 2,660

 1,140

 2,944

 4,084

 3,327

 -

 VILLAGE CENTER WEST

 CO

 2,011

 8,361

 2,011

 9,186

 11,197

 2,496

 8,701

 -

 VILLAGE ON THE PARK

 CO

 2,194

 8,886

 20,019

 3,018

 28,081

 31,099

 9,384

 21,715

 -

 BRIGHT HORIZONS

 CT

 1,212

 4,611

 1,212

 4,740

 5,952

 1,713

 4,239

 -

 HAMDEN MART

 CT

 13,668

 40,890

 6,784

 14,226

 47,116

 61,342

 13,565

 47,777

 17,580

 HOME DEPOT PLAZA

 CT

 7,705

 30,798

 4,206

 7,705

 35,004

 42,709

 22,022

 20,687

 -

 NEWTOWN S.C.

 CT

 -

 15,635

 -

 16,059

 16,059

 3,835

 12,224

 -

 WEST FARM SHOPPING CENTER

 CT

 5,806

 23,348

 20,688

 7,585

 42,257

 49,842

 23,677

 26,165

 -

 WILTON CAMPUS

 CT

 10,169

 31,893

 2,845

 10,169

 34,739

 44,908

 10,666

 34,242

 -

 WILTON RIVER PARK SHOPPING CTR

 CT

 7,155

 27,509

 1,264

 7,155

 28,772

 35,927

 8,680

 27,247

 -

 BRANDYWINE COMMONS

 DE

 -

 36,057

 ( 548
)

 -

 35,509

 35,509

 9,785

 25,724

 -

 ARGYLE VILLAGE

 FL

 5,228

 36,814

 5,228

 37,108

 42,336

 5,113

 37,223

 -

 BELMART PLAZA

 FL

 1,656

 3,394

 5,818

 1,656

 9,212

 10,868

 2,306

 8,562

 -

 BOCA LYONS PLAZA

 FL

 13,280

 37,751

 13,280

 38,061

 51,341

 3,796

 47,545

 -

 CAMINO SQUARE

 FL

 2,296

 ( 395
)

 1,742

 2,476

 2,437

 -

 1992(A)

 CARROLLWOOD COMMONS

 FL

 5,220

 16,884

 4,765

 5,220

 21,649

 26,869

 13,162

 13,707

 -

 CENTER AT MISSOURI AVENUE

 FL

 6,973

 7,765

 8,059

 2,657

 5,402

 -

 1968(C)

 CHEVRON OUTPARCEL

 FL

 1,253

 -

 1,253

 1,784

 1,297

 -

 COLONIAL PLAZA

 FL

 25,516

 54,604

 5,782

 25,516

 60,385

 85,901

 8,975

 76,926

 -

 CORAL POINTE S.C.

 FL

 2,412

 20,508

 1,015

 2,412

 21,523

 23,935

 5,307

 18,628

 -

 CORAL SQUARE PROMENADE

 FL

 2,843

 4,212

 7,054

 7,764

 5,005

 2,759

 -

 1994(A)

 CORSICA SQUARE S.C.

 FL

 7,225

 10,757

 7,225

 11,111

 18,336

 3,185

 15,151

 -

 COUNTRYSIDE CENTRE

 FL

 11,116

 41,581

 1,662

 11,116

 43,243

 54,359

 5,170

 49,189

 -

 CURLEW CROSSING SHOPPING CTR

 FL

 5,316

 12,529

 1,003

 3,312

 15,536

 18,848

 8,151

 10,697

 -

 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

 6,565

 18,797

 25,362

 1,705

 23,657

 -

 FLAGLER PARK

 FL

 26,163

 80,737

 6,379

 26,725

 86,554

 113,279

 33,786

 79,493

 -

 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

 -

 GRAND OAKS VILLAGE

 FL

 7,409

 19,654

 5,846

 21,892

 27,738

 6,839

 20,899

 -

 GROVE GATE S.C.

 FL

 1,049

 1,842

 2,208

 1,699

 -

 1968(C)

 IVES DAIRY CROSSING

 FL

 4,080

 11,713

 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

 -

 LARGO PLAZA

 FL

 23,571

 63,604

 23,571

 63,742

 87,313

 7,956

 79,357

 -

 MAPLEWOOD PLAZA

 FL

 1,649

 6,626

 2,104

 1,649

 8,729

 10,378

 5,689

 4,689

 -

 MARATHON SHOPPING CENTER

 FL

 2,413

 8,069

 3,525

 1,515

 12,491

 14,006

 2,685

 11,321

 -

 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

 -

 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

 6,726

 11,057

 17,783

 2,995

 14,788

 -

 MISSION BELL SHOPPING CENTER

 FL

 5,056

 11,843

 8,816

 5,067

 20,648

 25,715

 9,244

 16,471

 -

 NASA PLAZA

 FL

 -

 1,754

 5,313

 -

 7,067

 7,067

 4,944

 2,123

 -

 1968(C)

 OAK TREE PLAZA

 FL

 -

 2,526

 -

 3,443

 3,443

 2,998

 -

 1968(C)

 OAKWOOD BUSINESS CTR-BLDG 1

 FL

 6,793

 18,663

 4,325

 6,793

 22,988

 29,781

 9,701

 20,080

 -

 OAKWOOD PLAZA NORTH

 FL

 35,301

 141,731

 2,930

 35,301

 144,661

 179,962

 30,423

 149,539

 -

 OAKWOOD PLAZA SOUTH

 FL

 11,127

 40,592

 11,127

 40,665

 51,792

 9,371

 42,421

 -

 PALMS AT TOWN & COUNTRY

 FL

 30,137

 94,674

 2,345

 30,137

 97,019

 127,156

 10,313

 116,843

 -

 PALMS AT TOWN & COUNTRY LIFESTYLE

 FL

 26,597

 92,088

 26,597

 92,699

 119,296

 9,901

 109,395

 -

 PARK HILL PLAZA

 FL

 10,764

 19,264

 1,826

 10,764

 21,089

 31,853

 6,694

 25,159

 -

 PHILLIPS CROSSING

 FL

 -

 53,536

 -

 53,996

 53,996

 6,248

 47,748

 -

 PLANTATION CROSSING

 FL

 2,782

 8,077

 3,345

 2,782

 11,423

 14,205

 2,523

 11,682

 -

 POMPANO POINTE S.C.

 FL

 10,517

 14,356

 10,517

 14,997

 25,514

 3,279

 22,235

 -

 RENAISSANCE CENTER

 FL

 9,104

 36,541

 14,853

 9,123

 51,374

 60,497

 27,234

 33,263

 -

 RIVERPLACE SHOPPING CTR.

 FL

 7,503

 31,011

 3,290

 7,200

 34,604

 41,804

 13,796

 28,008

 -

 RIVERSIDE LANDINGS S.C.

 FL

 3,512

 14,440

 3,512

 15,278

 18,790

 3,809

 14,981

 -

 SEA RANCH CENTRE

 FL

 3,298

 21,259

 3,298

 21,598

 24,896

 2,324

 22,572

 -

 SHOPPES AT DEERFIELD

 FL

 19,069

 69,485

 ( 43
)

 19,069

 69,441

 88,510

 7,812

 80,698

 -

 SHOPPES AT DEERFIELD II

 FL

 6,388

 6,397

 7,185

 6,576

 -

 SHOPS AT SANTA BARBARA PHASE 1

 FL

 5,374

 5,616

 6,359

 1,459

 4,900

 -

 SHOPS AT SANTA BARBARA PHASE 2

 FL

 2,489

 2,535

 2,867

 2,210

 -

 SHOPS AT SANTA BARBARA PHASE 3

 FL

 2,359

 2,476

 2,806

 2,232

 -

 SODO S.C.

 FL

 -

 68,139

 6,562

 74,559

 74,701

 27,766

 46,935

 -

 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

 12,460

 55,462

 67,922

 6,373

 61,549

 -

 TJ MAXX PLAZA

 FL

 10,341

 38,660

 10,341

 38,855

 49,196

 4,152

 45,044

 -

 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

 2,910

 3,738

 3,993

 2,551

 1,442

 -

 UNIVERSITY TOWN CENTER

 FL

 5,515

 13,041

 5,515

 13,621

 19,136

 5,136

 14,000

 -

 VILLAGE COMMONS S.C.

 FL

 2,026

 5,106

 2,032

 2,026

 7,138

 9,164

 2,422

 6,742

 -

 VILLAGE COMMONS SHOPPING CENTER

 FL

 2,192

 8,774

 7,950

 2,192

 16,724

 18,916

 8,768

 10,148

 -

 VILLAGE GREEN CENTER

 FL

 11,405

 13,466

 11,405

 13,607

 25,012

 2,160

 22,852

 16,852

 VIZCAYA SQUARE

 FL

 5,773

 20,965

 5,773

 21,217

 26,990

 2,430

 24,560

 -

 WELLINGTON GREEN COMMONS

 FL

 19,528

 32,521

 19,528

 32,605

 52,133

 3,831

 48,302

 14,598

 WELLINGTON GREEN PAD SITES

 FL

 3,854

 1,777

 3,046

 3,854

 4,823

 8,677

 8,294

 -

 WINN DIXIE-MIAMI

 FL

 2,990

 9,410

 ( 52
)

 3,544

 8,804

 12,348

 2,214

 10,134

 -

 WINTER PARK CORNERS

 FL

 5,191

 42,530

 5,191

 42,681

 47,872

 3,833

 44,039

 -

 BRAELINN VILLAGE

 GA

 7,315

 20,739

 3,731

 24,342

 28,073

 6,665

 21,408

 -

 BROWNSVILLE COMMONS

 GA

 5,488

 ( 12
)

 5,475

 6,068

 5,457

 -

 CAMP CREEK MARKETPLACE II

 GA

 4,441

 38,596

 4,441

 38,808

 43,249

 4,045

 39,204

 -

 EMBRY VILLAGE

 GA

 18,147

 33,010

 4,714

 18,161

 37,710

 55,871

 25,553

 30,318

 -

 GRAYSON COMMONS

 GA

 2,600

 13,358

 2,600

 13,362

 15,962

 1,653

 14,309

 -

 LAKESIDE MARKETPLACE

 GA

 2,238

 28,579

 1,251

 2,238

 29,830

 32,068

 2,969

 29,099

 -

 LAWRENCEVILLE MARKET

 GA

 8,878

 29,691

 1,695

 9,060

 31,204

 40,264

 10,828

 29,436

 -

 MARKET AT HAYNES BRIDGE

 GA

 4,881

 21,549

 3,249

 4,890

 24,788

 29,678

 10,353

 19,325

 -

 PERIMETER EXPO PROPERTY

 GA

 14,770

 44,295

 2,582

 16,142

 45,506

 61,648

 11,302

 50,346

 -

 PERIMETER VILLAGE

 GA

 5,418

 67,522

 ( 215
)

 5,418

 67,307

 72,725

 7,224

 65,501

 25,828

 RIVERWALK MARKETPLACE

 GA

 3,512

 18,863

 3,388

 19,390

 22,778

 4,463

 18,315

 -

 ROSWELL CORNERS

 GA

 4,536

 47,054

 4,536

 47,756

 52,292

 4,447

 47,845

 -

 ROSWELL CROSSING

 GA

 6,270

 45,338

 6,270

 45,635

 51,905

 4,796

 47,109

 -

 CLIVE PLAZA

 IA

 2,002

 -

 2,002

 2,503

 1,433

 1,070

 -

 HAWTHORN HILLS SQUARE

 IL

 6,784

 33,034

 3,652

 6,784

 36,687

 43,471

 14,164

 29,307

 -

 PLAZA DEL PRADO

 IL

 10,204

 28,410

 1,670

 10,172

 30,113

 40,285

 7,282

 33,003

 -

 SKOKIE POINTE

 IL

 -

 2,276

 9,794

 2,628

 9,442

 12,070

 5,472

 6,598

 -

 GREENWOOD S.C.

 IN

 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

 5,627

 27,139

 32,766

 3,761

 29,005

 -

 ADAMS PLAZA

 MA

 2,089

 3,227

 2,089

 3,478

 5,567

 1,008

 4,559

 -

 BROADWAY PLAZA

 MA

 6,485

 -

 6,485

 6,828

 6,584

 -

 FALMOUTH PLAZA

 MA

 2,361

 13,066

 2,012

 2,361

 15,078

 17,439

 3,692

 13,747

 -

 FELLSWAY PLAZA

 MA

 5,300

 11,014

 1,304

 5,300

 12,319

 17,619

 3,556

 14,063

 -

 FESTIVAL OF HYANNIS S.C.

 MA

 15,038

 40,683

 2,936

 15,038

 43,618

 58,656

 12,924

 45,732

 -

 GLENDALE SQUARE

 MA

 4,699

 7,141

 4,699

 7,882

 12,581

 2,237

 10,344

 -

 LINDEN PLAZA

 MA

 4,628

 3,535

 4,628

 4,235

 8,863

 1,922

 6,941

 -

 MAIN ST. PLAZA

 MA

 2,139

 ( 33
)

 2,139

 2,662

 1,881

 -

 MEMORIAL PLAZA

 MA

 16,411

 27,554

 1,333

 16,411

 28,887

 45,298

 6,888

 38,410

 -

 MILL ST. PLAZA

 MA

 4,195

 6,203

 1,445

 4,195

 7,647

 11,842

 1,929

 9,913

 -

 MORRISSEY PLAZA

 MA

 4,097

 3,751

 2,761

 4,097

 6,512

 10,609

 9,666

 -

 NORTH AVE. PLAZA

 MA

 1,164

 1,195

 1,164

 1,497

 2,661

 2,172

 -

 NORTH QUINCY PLAZA

 MA

 6,333

 17,954

 ( 102
)

 3,894

 20,291

 24,185

 4,889

 19,296

 -

 PARADISE PLAZA

 MA

 4,183

 12,195

 1,281

 4,183

 13,476

 17,659

 4,086

 13,573

 -

 VINNIN SQUARE IN-LINE

 MA

 2,095

 2,123

 2,705

 2,217

 -

 VINNIN SQUARE PLAZA

 MA

 5,545

 16,324

 5,545

 16,893

 22,438

 5,632

 16,806

 -

 WASHINGTON ST. PLAZA

 MA

 11,008

 5,652

 10,543

 12,958

 14,245

 27,203

 4,913

 22,290

 -

 WASHINGTON ST. S.C.

 MA

 7,381

 9,987

 3,388

 7,381

 13,374

 20,755

 3,412

 17,343

 -

 WAVERLY PLAZA

 MA

 1,215

 3,623

 1,174

 1,203

 4,810

 6,013

 1,225

 4,788

 -

 CENTRE COURT-GIANT

 MD

 3,854

 12,770

 3,854

 12,898

 16,752

 4,573

 12,179

 2,935

 CENTRE COURT-OLD COURT/COURTYD

 MD

 2,279

 5,285

 2,279

 5,381

 7,660

 1,681

 5,979

 -

 CENTRE COURT-RETAIL/BANK

 MD

 1,035

 7,786

 1,035

 8,678

 9,713

 2,489

 7,224

 COLUMBIA CROSSING

 MD

 3,613

 34,345

 3,689

 3,613

 38,035

 41,648

 8,457

 33,191

 -

 COLUMBIA CROSSING II SHOP.CTR.

 MD

 3,138

 19,868

 4,614

 3,138

 24,482

 27,620

 6,480

 21,140

 -

 COLUMBIA CROSSING OUTPARCELS

 MD

 1,279

 2,871

 49,620

 14,854

 38,916

 53,770

 6,913

 46,857

 -

 DORSEY'S SEARCH VILLAGE CENTER

 MD

 6,322

 27,996

 1,093

 6,322

 29,089

 35,411

 6,620

 28,791

 -

 ENCHANTED FOREST S.C.

 MD

 20,124

 34,345

 2,114

 20,124

 36,459

 56,583

 9,522

 47,061

 -

 FULLERTON PLAZA

 MD

 14,238

 6,744

 16,672

 14,238

 23,416

 37,654

 4,342

 33,312

 -

 GAITHERSBURG S.C.

 MD

 6,788

 2,051

 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

 -

 HARPER'S CHOICE

 MD

 8,429

 18,374

 2,071

 8,429

 20,445

 28,874

 5,217

 23,657

 -

 HICKORY RIDGE

 MD

 7,184

 26,948

 1,405

 7,184

 28,354

 35,538

 6,115

 29,423

 -

 HICKORY RIDGE (SUNOCO)

 MD

 2,122

 -

 2,122

 2,665

 2,098

 -

 INGLESIDE S.C.

 MD

 10,417

 17,889

 1,013

 10,417

 18,902

 29,319

 5,175

 24,144

 -

 KENTLANDS MARKET SQUARE

 MD

 20,167

 84,615

 19,921

 20,167

 104,536

 124,703

 19,110

 105,593

 -

 KINGS CONTRIVANCE

 MD

 9,308

 31,760

 1,768

 9,308

 33,527

 42,835

 9,690

 33,145

 -

 LAUREL PLAZA

 MD

 1,398

 6,745

 1,571

 6,921

 8,492

 3,580

 4,912

 -

 1995(A)

 LAUREL PLAZA

 MD

 1,101

 1,275

 1,550

 1,275

 -

 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

 -

 PUTTY HILL PLAZA

 MD

 4,192

 11,112

 1,322

 4,192

 12,434

 16,626

 4,408

 12,218

 -

 RADCLIFFE CENTER

 MD

 12,043

 21,188

 12,043

 21,351

 33,394

 6,410

 26,984

 -

 RIVERHILL VILLAGE CENTER

 MD

 16,825

 23,282

 1,192

 16,825

 24,473

 41,298

 7,326

 33,972

 -

 SHAWAN PLAZA

 MD

 4,466

 20,222

 ( 33
)

 4,466

 20,188

 24,654

 14,319

 10,335

 -

 SHOPS AT DISTRICT HEIGHTS

 MD

 8,166

 21,971

 ( 1,412
)

 7,298

 21,427

 28,725

 4,543

 24,182

 -

 SNOWDEN SQUARE S.C.

 MD

 1,929

 4,558

 5,155

 3,326

 8,316

 11,642

 2,673

 8,969

 -

 TIMONIUM CROSSING

 MD

 2,525

 14,863

 1,304

 2,525

 16,167

 18,692

 3,817

 14,875

 -

 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

 -

 VILLAGES AT URBANA

 MD

 3,190

 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

 -

 YORK ROAD PLAZA

 MD

 4,277

 37,206

 4,277

 37,690

 41,967

 8,998

 32,969

 -

 THE FOUNTAINS AT ARBOR LAKES

 MN

 28,585

 66,699

 15,879

 29,485

 81,678

 111,163

 38,701

 72,462

 -

 CENTER POINT S.C.

 MO

 -

 -

 -

 -

 -

 BRENNAN STATION

 NC

 7,750

 20,557

 ( 476
)

 6,322

 21,510

 27,832

 7,336

 20,496

 -

 BRENNAN STATION OUTPARCEL

 NC

 1,666

 ( 196
)

 1,648

 2,098

 1,610

 -

 CAPITAL SQUARE

 NC

 3,528

 12,159

 3,528

 12,193

 15,721

 2,089

 13,632

 -

 CLOVERDALE PLAZA

 NC

 7,530

 8,250

 8,791

 4,760

 4,031

 -

 1969(C)

 CROSSROADS PLAZA

 NC

 3,099

 1,384

 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

 -

 DAVIDSON COMMONS

 NC

 2,979

 12,860

 2,979

 13,722

 16,701

 4,400

 12,301

 -

 FALLS POINTE

 NC

 4,049

 27,415

 4,049

 27,605

 31,654

 2,633

 29,021

 -

 HIGH HOUSE CROSSING

 NC

 3,604

 10,950

 3,604

 11,271

 14,875

 1,477

 13,398

 -

 HOPE VALLEY COMMONS

 NC

 3,743

 16,808

 3,743

 17,057

 20,800

 1,768

 19,032

 -

 JETTON VILLAGE SHOPPES

 NC

 3,875

 10,292

 2,144

 12,813

 14,957

 4,054

 10,903

 -

 LEESVILLE TOWNE CENTRE

 NC

 5,693

 37,053

 5,693

 37,316

 43,009

 3,847

 39,162

 -

 MOORESVILLE CROSSING

 NC

 12,014

 30,604

 11,333

 31,684

 43,017

 15,108

 27,909

 -

 NORTHWOODS S.C.

 NC

 2,696

 9,397

 ( 83
)

 2,696

 9,314

 12,010

 1,077

 10,933

 -

 PARK PLACE SC

 NC

 5,461

 16,163

 5,034

 5,470

 21,188

 26,658

 10,816

 15,842

 -

 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

 -

 SIX FORKS S.C.

 NC

 -

 78,366

 ( 2
)

 -

 78,364

 78,364

 7,819

 70,545

 -

 STONEHENGE MARKET

 NC

 3,848

 37,900

 1,785

 3,848

 39,685

 43,533

 3,177

 40,356

 -

 TYVOLA SQUARE

 NC

 -

 4,736

 9,499

 -

 14,235

 14,235

 11,143

 3,092

 -

 1986(A)

 WOODLAWN MARKETPLACE

 NC

 3,571

 3,342

 6,913

 7,832

 5,084

 2,748

 -

 WOODLAWN SHOPPING CENTER

 NC

 2,011

 5,834

 1,856

 2,011

 7,690

 9,701

 2,597

 7,104

 -

 ROCKINGHAM PLAZA

 NH

 2,661

 10,644

 24,569

 3,149

 34,725

 37,874

 18,984

 18,890

 -

 WEBSTER SQUARE

 NH

 11,683

 41,708

 9,330

 11,683

 51,038

 62,721

 12,732

 49,989

 -

 WEBSTER SQUARE - DSW

 NH

 1,346

 3,638

 1,346

 3,770

 5,116

 4,235

 -

 WEBSTER SQUARE NORTH

 NH

 2,163

 6,511

 2,163

 6,683

 8,846

 1,753

 7,093

 -

 CENTRAL PLAZA

 NJ

 3,170

 10,603

 2,116

 5,145

 10,744

 15,889

 4,578

 11,311

 -

 CLARK SHOPRITE 70 CENTRAL AVE

 NJ

 3,497

 11,694

 13,960

 2,226

 16,186

 1,656

 14,530

 -

 COMMERCE CENTER EAST

 NJ

 1,519

 5,080

 1,753

 7,235

 1,117

 8,352

 7,484

 -

 COMMERCE CENTER WEST

 NJ

 1,290

 1,043

 1,837

 1,492

 -

 COMMONS AT HOLMDEL

 NJ

 16,538

 38,760

 10,585

 16,538

 49,345

 65,883

 22,387

 43,496

 -

 EAST WINDSOR VILLAGE

 NJ

 9,335

 23,778

 1,245

 9,335

 25,023

 34,358

 10,411

 23,947

 -

 GARDEN STATE PAVILIONS

 NJ

 7,531

 10,802

 29,752

 12,204

 35,882

 48,086

 12,202

 35,884

 -

 HILLVIEW SHOPPING CENTER

 NJ

 16,008

 32,607

 2,274

 16,008

 34,880

 50,888

 8,629

 42,259

 -

 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

 -

 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

 -

 PLAZA AT HILLSDALE

 NJ

 7,602

 6,994

 1,658

 7,602

 8,652

 16,254

 2,958

 13,296

 -

 PLAZA AT SHORT HILLS

 NJ

 20,155

 11,062

 1,806

 20,155

 12,868

 33,023

 3,789

 29,234

 -

 RIDGEWOOD S.C.

 NJ

 2,107

 1,303

 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

 -

 WESTMONT PLAZA

 NJ

 2,405

 20,757

 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

 -

 NORTH TOWNE PLAZA - ALBUQUERQUE

 NM

 3,598

 33,327

 3,598

 33,596

 37,194

 3,704

 33,490

 -

 CHARLESTON COMMONS

 NV

 29,704

 24,267

 29,704

 24,704

 54,408

 5,812

 48,596

 -

 COLLEGE PARK S.C.-N LAS VEGAS

 NV

 2,100

 18,413

 2,100

 18,623

 20,723

 2,545

 18,178

 -

 D'ANDREA MARKETPLACE

 NV

 11,556

 29,435

 11,556

 30,362

 41,918

 12,928

 28,990

 -

 DEL MONTE PLAZA

 NV

 2,489

 5,590

 1,287

 2,210

 7,156

 9,366

 3,835

 5,531

 -

 DEL MONTE PLAZA ANCHOR PARCEL

 NV

 6,513

 17,600

 6,520

 17,812

 24,332

 3,630

 20,702

 -

 FRANCISCO CENTER

 NV

 1,800

 10,085

 2,038

 1,800

 12,123

 13,923

 1,605

 12,318

 -

 GALENA JUNCTION

 NV

 8,931

 17,503

 1,749

 8,931

 19,251

 28,182

 6,026

 22,156

 -

 MCQUEEN CROSSINGS

 NV

 5,017

 20,779

 1,102

 5,017

 21,881

 26,898

 8,969

 17,929

 -

 RANCHO TOWNE & COUNTRY

 NV

 7,785

 13,364

 ( 56
)

 7,785

 13,308

 21,093

 1,705

 19,388

 -

 REDFIELD PROMENADE

 NV

 4,415

 32,035

 ( 3,054
)

 4,415

 28,980

 33,395

 8,143

 25,252

 -

 SPARKS MERCANTILE

 NV

 6,222

 17,069

 6,222

 17,519

 23,741

 5,867

 17,874

 -

 501 NORTH BROADWAY

 NY

 -

 1,176

 ( 50
)

 -

 1,126

 1,126

 -

 AIRPORT PLAZA

 NY

 22,711

 107,012

 6,297

 22,711

 113,308

 136,019

 29,260

 106,759

 -

 BELLMORE S.C.

 NY

 1,272

 3,184

 1,837

 1,272

 5,021

 6,293

 2,928

 3,365

 -

 BIRCHWOOD PLAZA COMMACK

 NY

 3,630

 4,775

 1,442

 3,630

 6,218

 9,848

 2,703

 7,145

 -

 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

 -

 CHAMPION FOOD SUPERMARKET

 NY

 1,875

 ( 25
)

 2,241

 2,608

 2,344

 -

 ELMONT S.C.

 NY

 3,012

 7,606

 6,885

 3,012

 14,491

 17,503

 5,790

 11,713

 -

 ELMSFORD CENTER 2

 NY

 4,076

 15,599

 1,118

 4,245

 16,548

 20,793

 5,948

 14,845

 -

 FAMILY DOLLAR UNION TURNPIKE

 NY

 2,250

 1,057

 2,346

 3,403

 2,667

 -

 FOREST AVENUE PLAZA

 NY

 4,559

 10,441

 3,084

 4,559

 13,525

 18,084

 5,407

 12,677

 -

 FRANKLIN SQUARE S.C.

 NY

 1,079

 2,517

 3,984

 1,079

 6,501

 7,580

 2,696

 4,884

 -

 GREAT NECK OUTPARCEL

 NY

 4,019

 -

 4,019

 4,093

 -

 4,093

 -

 GREENRIDGE PLAZA

 NY

 2,940

 11,812

 9,872

 3,148

 21,477

 24,625

 11,957

 12,668

 -

 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

 -

 INDEPENDENCE PLAZA

 NY

 12,279

 34,814

 16,132

 31,474

 47,606

 10,756

 36,850

 -

 JERICHO COMMONS SOUTH

 NY

 12,368

 33,071

 4,119

 12,368

 37,190

 49,558

 15,779

 33,779

 KEY FOOD - 21ST STREET

 NY

 1,091

 2,700

 ( 165
)

 1,669

 1,957

 3,626

 3,048

 -

 KEY FOOD - ATLANTIC AVE

 NY

 2,273

 5,625

 4,809

 3,598

 8,407

 1,297

 7,110

 -

 KEY FOOD - CENTRAL AVE.

 NY

 2,788

 6,899

 ( 395
)

 2,603

 6,689

 9,292

 2,061

 7,231

 -

 KINGS HIGHWAY

 NY

 2,744

 6,811

 2,060

 2,744

 8,872

 11,616

 4,613

 7,003

 -

 KISSENA BOULEVARD SHOPPING CTR

 NY

 11,610

 2,933

 1,894

 11,610

 4,827

 16,437

 1,450

 14,987

 -

 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

 17,499

 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

 -

 MASPETH QUEENS-DUANE READE

 NY

 1,872

 4,828

 1,037

 1,872

 5,865

 7,737

 2,680

 5,057

 -

 MILLERIDGE INN

 NY

 7,500

 7,500

 7,996

 7,921

 -

 MINEOLA CROSSINGS

 NY

 4,150

 7,521

 1,006

 4,150

 8,527

 12,677

 3,213

 9,464

 -

 NORTH MASSAPEQUA S.C.

 NY

 1,881

 4,389

 ( 1,685
)

 -

 4,586

 4,586

 4,350

 -

 OCEAN PLAZA

 NY

 2,269

 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

 -

 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

 1,826

 2,414

 3,196

 1,131

 2,065

 -

 SEQUAMS SHOPPING CENTER

 NY

 3,971

 8,654

 ( 67
)

 3,971

 8,587

 12,558

 12,167

 -

 SHOPRITE S.C.

 NY

 3,488

 -

 3,488

 4,360

 2,780

 1,580

 -

 STOP & SHOP

 NY

 21,661

 17,636

 -

 21,661

 17,636

 39,297

 38,639

 10,892

 SMITHTOWN PLAZA

 NY

 3,528

 7,364

 3,437

 8,124

 11,561

 4,019

 7,542

 -

 SOUTHGATE SHOPPING CENTER

 NY

 18,822

 62,670

 ( 1,299
)

 18,829

 61,364

 80,193

 2,971

 77,222

 19,135

 SYOSSET CORNERS

 NY

 6,169

 13,302

 6,169

 13,328

 19,497

 18,822

 -

 SYOSSET S.C.

 NY

 3,046

 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

 -

 THE GARDENS AT GREAT NECK

 NY

 27,956

 71,366

 27,962

 71,414

 99,376

 4,968

 94,408

 16,888

 THE GREEN COVE PLAZA

 NY

 17,017

 39,206

 ( 232
)

 17,017

 38,974

 55,991

 1,963

 54,028

 11,249

 THE MARKETPLACE

 NY

 4,498

 9,850

 4,498

 9,864

 14,362

 13,879

 4,994

 TOWNPATH CORNER

 NY

 2,675

 6,408

 2,675

 6,460

 9,135

 8,768

 -

 TURNPIKE PLAZA

 NY

 2,472

 5,839

 2,472

 6,809

 9,281

 2,406

 6,875

 -

 VETERANS MEMORIAL PLAZA

 NY

 5,968

 23,243

 22,893

 5,980

 46,124

 52,104

 21,758

 30,346

 -

 WHITE PLAINS S.C.

 NY

 1,778

 4,454

 2,964

 1,778

 7,418

 9,196

 3,226

 5,970

 -

 WOODBURY COMMON

 NY

 27,249

 28,516

 ( 178
)

 27,249

 28,338

 55,587

 1,771

 53,816

 16,132

 JANTZEN BEACH CENTER

 OR

 57,575

 102,844

 4,052

 57,588

 106,883

 164,471

 25,005

 139,466

 -

 CENTER SQUARE SHOPPING CENTER

 PA

 2,928

 1,225

 4,194

 4,885

 3,207

 1,678

 -

 CRANBERRY TOWNSHIP-PARCEL 1&2

 PA

 10,271

 30,770

 3,183

 6,070

 38,154

 44,224

 8,787

 35,437

 -

 CROSSROADS PLAZA

 PA

 3,155

 14,408

 17,377

 18,353

 12,070

 6,283

 -

 1986(A)

 DEVON VILLAGE

 PA

 4,856

 25,847

 5,608

 26,084

 31,692

 9,213

 22,479

 -

 FISHTOWN CROSSING

 PA

 20,398

 22,602

 20,401

 22,842

 43,243

 2,884

 40,359

 -

 HARRISBURG EAST SHOPPING CTR.

 PA

 6,665

 12,250

 3,003

 16,365

 19,368

 10,169

 9,199

 -

 2002(A)

 HORSHAM POINT

 PA

 3,813

 18,189

 3,813

 18,863

 22,676

 4,258

 18,418

 -

 LINCOLN SQUARE

 PA

 90,479

 -

 76,429

 10,533

 156,376

 166,909

 17,369

 149,540

 -

 2017(C)

 NORRITON SQUARE

 PA

 2,665

 5,715

 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

 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

 -

 SPRINGFIELD S.C.

 PA

 4,982

 14,083

 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

 -

 TOWNSHIP LINE S.C.

 PA

 2,928

 -

 2,928

 3,660

 2,052

 1,608

 -

 WAYNE PLAZA

 PA

 6,128

 15,605

 6,136

 16,522

 22,658

 7,013

 15,645

 -

 WEXFORD PLAZA

 PA

 6,414

 9,775

 14,488

 6,299

 24,378

 30,677

 7,937

 22,740

 -

 WHITEHALL MALL

 PA

 -

 5,196

 -

 -

 5,196

 5,196

 3,641

 1,555

 -

 WHITELAND TOWN CENTER

 PA

 2,928

 2,987

 3,719

 2,111

 1,608

 -

 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

 -

 LOS COLOBOS - KMART

 PR

 4,595

 10,120

 ( 827
)

 4,402

 9,486

 13,888

 8,528

 5,360

 -

 LOS COLOBOS I

 PR

 12,891

 26,047

 1,468

 13,613

 26,793

 40,406

 14,450

 25,956

 -

 LOS COLOBOS II

 PR

 14,894

 30,681

 1,438

 15,142

 31,871

 47,013

 17,556

 29,457

 -

 MANATI VILLA MARIA SC

 PR

 2,781

 5,673

 1,851

 2,607

 7,698

 10,305

 4,914

 5,391

 -

 PLAZA CENTRO - COSTCO

 PR

 3,628

 10,752

 ( 455
)

 3,866

 10,059

 13,925

 5,560

 8,365

 -

 PLAZA CENTRO - MALL

 PR

 19,873

 58,719

 5,967

 19,408

 65,151

 84,559

 29,956

 54,603

 -

 PLAZA CENTRO - RETAIL

 PR

 5,936

 16,510

 6,026

 17,352

 23,378

 8,263

 15,115

 -

 PLAZA CENTRO - SAM'S CLUB

 PR

 6,643

 20,225

 ( 1,170
)

 6,520

 19,178

 25,698

 18,078

 7,620

 -

 PONCE TOWNE CENTER

 PR

 14,433

 28,449

 5,364

 14,903

 33,343

 48,246

 21,623

 26,623

 -

 REXVILLE TOWN CENTER

 PR

 24,873

 48,688

 8,414

 25,678

 56,297

 81,975

 36,182

 45,793

 -

 TRUJILLO ALTO PLAZA

 PR

 12,054

 24,446

 8,717

 12,289

 32,927

 45,216

 17,144

 28,072

 -

 WESTERN PLAZA - MAYAGUEZ ONE

 PR

 10,858

 12,253

 11,242

 12,707

 23,949

 11,119

 12,830

 -

 WESTERN PLAZA - MAYAGUEZ TWO

 PR

 16,874

 19,911

 3,172

 16,873

 23,084

 39,957

 18,921

 21,036

 -

 FOREST PARK

 SC

 1,920

 9,545

 1,920

 9,978

 11,898

 3,173

 8,725

 -

 ST. ANDREWS CENTER

 SC

 3,132

 22,086

 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

 -

 HIGHLAND SQUARE

 TN

 1,302

 2,130

 1,302

 2,136

 3,438

 3,333

 -

 MENDENHALL COMMONS

 TN

 1,272

 14,826

 ( 32
)

 1,272

 14,793

 16,065

 1,711

 14,354

 -

 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

 -

 THE COMMONS AT DEXTER LAKE II

 TN

 8,874

 ( 27
)

 8,847

 9,414

 8,460

 -

 1350 W. 43RD ST. - WELLS FARGO

 TX

 3,707

 3,708

 3,955

 3,897

 -

 1934 WEST GRAY

 TX

 4,831

 ( 7
)

 4,824

 5,529

 5,107

 -

 1939 WEST GRAY

 TX

 1,731

 ( 170
)

 1,561

 1,830

 1,695

 -

 43RD STREET CHASE BANK BLDG

 TX

 1,703

 1,759

 2,256

 2,089

 -

 ACCENT PLAZA

 TX

 2,831

 3,366

 3,866

 1,973

 1,893

 -

 ALABAMA SHEPHERD S.C.

 TX

 4,590

 21,368

 4,590

 21,723

 26,313

 2,689

 23,624

 -

 ATASCOCITA COMMONS SHOP.CTR.

 TX

 16,323

 54,587

 15,580

 55,924

 71,504

 14,599

 56,905

 -

 BAYBROOK GATEWAY

 TX

 9,441

 44,160

 ( 872
)

 9,441

 43,289

 52,730

 5,308

 47,422

 -

 BAYBROOK WEBSTER PARCEL

 TX

 -

 2,978

 8,616

 -

 11,594

 11,594

 -

 11,594

 -

 BELLAIRE BLVD S.C.

 TX

 1,334

 7,166

 1,334

 7,178

 8,512

 7,894

 -

 BLALOCK MARKET

 TX

 -

 17,283

 -

 17,351

 17,351

 3,013

 14,338

 -

 CENTER AT BAYBROOK

 TX

 6,941

 27,727

 10,856

 6,928

 38,597

 45,525

 22,263

 23,262

 -

 CENTER OF THE HILLS

 TX

 2,924

 11,706

 4,984

 2,924

 16,690

 19,614

 8,434

 11,180

 -

 CITADEL BUILDING

 TX

 4,046

 12,824

 ( 7,501
)

 2,169

 7,201

 9,370

 8,823

 -

 CONROE MARKETPLACE

 TX

 18,869

 50,757

 ( 1,582
)

 10,842

 57,202

 68,044

 13,901

 54,143

 -

 COPPERFIELD VILLAGE SHOP.CTR.

 TX

 7,828

 34,864

 1,334

 7,828

 36,198

 44,026

 9,507

 34,519

 -

 COPPERWOOD VILLAGE

 TX

 13,848

 84,184

 2,580

 13,848

 86,765

 100,613

 21,475

 79,138

 -

 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

 -

 CYPRESS TOWNE CENTER (PHASE II)

 TX

 2,061

 6,158

 ( 1,361
)

 6,588

 6,858

 1,961

 4,897

 -

 DRISCOLL AT RIVER OAKS-RESI

 TX

 1,244

 145,366

 3,107

 1,244

 148,472

 149,716

 8,080

 141,636

 -

 FIESTA TARGET

 TX

 6,766

 7,334

 6,766

 7,711

 14,477

 1,199

 13,278

 -

 FIESTA TRAILS

 TX

 15,185

 32,897

 1,843

 15,185

 34,739

 49,924

 4,206

 45,718

 -

 GALVESTON PLACE

 TX

 1,661

 28,288

 3,330

 1,661

 31,619

 33,280

 3,413

 29,867

 -

 GATEWAY STATION

 TX

 1,374

 28,145

 4,955

 1,375

 33,099

 34,474

 9,677

 24,797

 -

 GATEWAY STATION PHASE II

 TX

 4,140

 12,020

 1,132

 4,143

 13,148

 17,291

 2,762

 14,529

 -

 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

 1,076

 5,325

 6,401

 5,972

 -

 HEIGHTS PLAZA

 TX

 5,423

 10,140

 5,423

 10,163

 15,586

 1,182

 14,404

 -

 INDEPENDENCE PLAZA - LAREDO

 TX

 4,836

 53,564

 4,836

 53,703

 58,539

 5,232

 53,307

 8,063

 INDEPENDENCE PLAZA II - LAREDO

 TX

 2,482

 21,418

 2,482

 21,431

 23,913

 2,800

 21,113

 -

 KROGER PLAZA

 TX

 2,081

 3,103

 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

 -

 MUELLER OUTPARCEL

 TX

 3,351

 ( 3
)

 3,348

 3,498

 3,163

 -

 MUELLER REGIONAL RETAIL CENTER

 TX

 7,352

 85,805

 3,521

 7,352

 89,326

 96,678

 9,336

 87,342

 -

 NORTH CREEK PLAZA

 TX

 5,044

 34,756

 5,044

 34,841

 39,885

 4,066

 35,819

 -

 OAK FOREST

 TX

 13,395

 25,275

 13,395

 25,565

 38,960

 2,723

 36,237

 -

 PLANTATION CENTRE

 TX

 2,325

 34,494

 2,325

 35,408

 37,733

 4,033

 33,700

 -

 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

 -

 RICHMOND SQUARE

 TX

 7,568

 15,432

 ( 233
)

 7,568

 15,198

 22,766

 1,258

 21,508

 -

 RIVER OAKS S.C. EAST

 TX

 5,766

 13,882

 5,766

 14,002

 19,768

 1,373

 18,395

 -

 RIVER OAKS S.C. WEST

 TX

 14,185

 138,022

 3,897

 14,185

 141,918

 156,103

 12,799

 143,304

 -

 ROCK PRAIRIE MARKETPLACE

 TX

 -

 8,004

 -

 8,236

 8,236

 7,565

 -

 SHOPPES AT MEMORIAL VILLAGES

 TX

 -

 41,493

 -

 41,549

 41,549

 4,449

 37,100

 -

 SHOPS AT HILSHIRE VILLAGE

 TX

 11,206

 19,092

 11,206

 19,655

 30,861

 2,562

 28,299

 -

 SHOPS AT KIRBY DRIVE

 TX

 5,031

 ( 37
)

 4,994

 5,963

 5,518

 -

 SHOPS AT THREE CORNERS

 TX

 7,094

 59,795

 ( 393
)

 7,094

 59,401

 66,495

 6,621

 59,874

 -

 STEVENS RANCH

 TX

 18,143

 6,407

 18,143

 6,812

 24,955

 24,118

 -

 THE CENTRE AT COPPERFIELD

 TX

 6,723

 22,525

 6,723

 23,154

 29,877

 6,795

 23,082

 -

 THE CENTRE AT POST OAK

 TX

 12,642

 100,658

 12,642

 100,947

 113,589

 11,326

 102,263

 -

 THE SHOPPES @ WILDERNESS OAKS

 TX

 4,359

 8,964

 ( 12,427
)

 -

 -

 -

 TOMBALL CROSSINGS

 TX

 8,517

 28,484

 1,545

 7,965

 30,581

 38,546

 8,034

 30,512

 -

 TOMBALL MARKETPLACE

 TX

 4,280

 31,793

 4,280

 32,010

 36,290

 3,982

 32,308

 -

 TRENTON CROSSING - NORTH MCALLEN

 TX

 6,279

 29,686

 2,013

 6,279

 31,700

 37,979

 4,444

 33,535

 -

 VILLAGE PLAZA AT BUNKER HILL

 TX

 21,320

 233,086

 2,053

 21,320

 235,140

 256,460

 22,191

 234,269

 71,050

 WESTCHASE S.C.

 TX

 7,547

 35,653

 7,547

 35,656

 43,203

 3,887

 39,316

 13,506

 WESTHILL VILLAGE

 TX

 11,948

 26,479

 11,948

 27,092

 39,040

 3,405

 35,635

 -

 WOODBRIDGE SHOPPING CENTER

 TX

 2,569

 6,814

 2,569

 7,305

 9,874

 2,833

 7,041

 -

 BURKE TOWN PLAZA

 VA

 -

 43,240

 ( 5,224
)

 -

 38,016

 38,016

 9,999

 28,017

 -

 CENTRO ARLINGTON

 VA

 3,937

 35,103

 1,600

 3,937

 36,704

 40,641

 2,398

 38,243

 -

 CENTRO ARLINGTON-RESI

 VA

 15,012

 155,639

 15,012

 156,243

 171,255

 6,800

 164,455

 -

 DOCSTONE COMMONS

 VA

 3,839

 11,468

 3,904

 12,046

 15,950

 2,730

 13,220

 -

 DOCSTONE O/P - STAPLES

 VA

 1,425

 4,318

 ( 828
)

 1,168

 3,747

 4,915

 1,028

 3,887

 -

 DULLES TOWN CROSSING

 VA

 53,285

 104,176

 2,449

 53,285

 106,625

 159,910

 28,499

 131,411

 -

 GORDON PLAZA

 VA

 -

 3,331

 6,005

 5,573

 3,763

 9,336

 8,545

 -

 HILLTOP VILLAGE CENTER

 VA

 23,409

 93,673

 23,409

 94,225

 117,634

 7,743

 109,891

 -

 OLD TOWN PLAZA

 VA

 4,500

 41,570

 ( 14,425
)

 3,053

 28,592

 31,645

 9,024

 22,621

 -

 POTOMAC RUN PLAZA

 VA

 27,370

 48,451

 3,896

 27,370

 52,347

 79,717

 21,125

 58,592

 -

 STAFFORD MARKETPLACE

 VA

 26,893

 86,450

 16,725

 29,485

 100,584

 130,069

 22,898

 107,171

 -

 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

 -

 WEST ALEX-OFFICE

 VA

 1,479

 10,458

 1,602

 1,479

 12,059

 13,538

 12,916

 -

 WEST ALEX-RESI

 VA

 15,892

 65,282

 15,892

 65,733

 81,625

 5,813

 75,812

 -

 AUBURN NORTH

 WA

 7,786

 18,158

 12,122

 7,786

 30,279

 38,065

 11,541

 26,524

 -

 COVINGTON ESPLANADE

 WA

 6,009

 47,941

 6,009

 48,107

 54,116

 3,630

 50,486

 -

 FRANKLIN PARK COMMONS

 WA

 5,419

 11,989

 7,740

 5,419

 19,730

 25,149

 5,778

 19,371

 -

 FRONTIER VILLAGE SHOPPING CTR.

 WA

 10,751

 44,861

 2,811

 10,751

 47,672

 58,423

 12,080

 46,343

 -

 GATEWAY SHOPPING CENTER

 WA

 6,938

 11,270

 9,612

 6,938

 20,883

 27,821

 4,249

 23,572

 -

 SILVERDALE PLAZA

 WA

 3,875

 33,109

 1,196

 3,756

 34,425

 38,181

 10,419

 27,762

 -

 THE MARKETPLACE AT FACTORIA

 WA

 60,502

 92,696

 27,454

 65,781

 114,871

 180,652

 31,949

 148,703

 -

 THE WHITTAKER

 WA

 15,799

 23,508

 15,799

 23,690

 39,489

 2,361

 37,128

 -

 OTHER PROPERTY INTERESTS

 ASANTE RETAIL CENTER

 AZ

 8,703

 3,406

 ( 11,939
)

 -

 -

 -

 2004(C)

 HOMESTEAD-WACHTEL LAND LEASE

 FL

 -

 -

 -

 -

 -

 PALM COAST LANDING OUTPARCELS

 FL

 1,460

 -

 1,460

 1,465

 -

 1,465

 -

 LAKE WALES S.C.

 FL

 -

 -

 -

 -

 -

 FLINT - VACANT LAND

 MI

 -

 ( 10
)

 -

 -

 -

 CHARLOTTE SPORTS & FITNESS CTR

 NC

 1,859

 2,422

 2,923

 2,086

 -

 1986(A)

 SURF CITY CROSSING

 NC

 5,260

 -

 ( 2,478
)

 2,782

 -

 2,782

 -

 2,782

 -

 THE SHOPPES AT CAVENESS FARMS

 NC

 5,470

 -

 5,470

 5,491

 -

 5,491

 -

 WAKE FOREST CROSSING II - LAND ONLY

 NC

 -

 -

 -

 -

 -

 WAKEFIELD COMMONS III

 NC

 6,506

 -

 ( 5,397
)

 1,109

 -

 2001(C)

 WAKEFIELD CROSSINGS

 NC

 3,414

 -

 ( 3,277
)

 -

 -

 -

 2001(C)

 HILLSBOROUGH PROMENADE

 NJ

 11,887

 -

 ( 6,632
)

 5,006

 5,255

 5,125

 -

 2001(C)

 JERICHO ATRIUM

 NY

 10,624

 20,065

 5,237

 10,624

 25,302

 35,926

 8,365

 27,561

 -

 KEY BANK BUILDING

 NY

 1,500

 40,487

 ( 8,107
)

 33,211

 33,880

 22,784

 11,096

 -

 MANHASSET CENTER (RESIDENTIAL)

 NY

 -

 -

 -

 -

 -

 MERRY LANE (PARKING LOT)

 NY

 1,486

 1,567

 1,486

 1,569

 3,055

 -

 3,055

 -

 NORTHPORT LAND PARCEL

 NY

 -

 -

 -

 MCMINNVILLE PLAZA

 OR

 4,062

 -

 4,062

 4,540

 -

 4,540

 -

 2006(C)

 1935 WEST GRAY

 TX

 -

 -

 -

 2503 MCCUE, LLC

 TX

 -

 2,287

 -

 -

 2,287

 2,287

 1,082

 1,205

 -

 NORTH TOWNE PLAZA - BROWNSVILLE

 TX

 1,517

 -

 1,517

 1,812

 1,804

 -

 RICHMOND SQUARE - PAD

 TX

 -

 -

 -

 TEXAS CITY LAND

 TX

 1,000

 -

 -

 1,000

 -

 1,000

 -

 1,000

 -

 WESTOVER SQUARE

 TX

 1,520

 -

 ( 665
)

 -

 -

 -

 BLUE RIDGE

 12,347

 71,530

 ( 51,782
)

 3,513

 28,582

 32,095

 20,990

 11,105

 -

 BALANCE OF PORTFOLIO (4)

 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

 $

 $
 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.

 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)

 to

 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

 $

 $
 18,052,271

 $
 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

 $

 $

 $
 18,052,271

 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.

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

 SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

 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

 Other Financing Loans:

 Nonretail

 Borrower A

 7.00
 %
 Mar-31

 P&I

 -

 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.

 (c) Comprised of two separate loans with original loan amounts ranging from $ 3.1 million to $ 3.4 million.

 (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.