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

~~KIMCO REALTY CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

~~(in thousands)~~

Nine Months Ended September 30,

2017

2016

Cash flow from operating activities:

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

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

Cash flow from investing activities:

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

Cash flow from financing activities:

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

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

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

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

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

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

~~Table of Contents~~

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

~~Business -~~

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

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

COVID-19 Pandemic –

The coronavirus disease 2019 (“COVID-19”) pandemic has and continues to impact the retail real estate industry for both landlords and tenants. The extent to which the COVID-19 pandemic impacts the Company’s financial condition, results of operations and cash flows, in the near term, will continue to depend on future developments, which are highly uncertain and cannot be predicted at this time. The Company’s business, operations and financial results will depend on numerous evolving factors that the Company is not able to predict at this time, including the duration and scope of the pandemic, governmental, business and individual actions that have been and continue to be, taken in response to the pandemic, the distribution and effectiveness of vaccines, the impact on economic activity from the pandemic and actions taken in response, the effect on the Company’s tenants and their businesses, the ability of tenants to make their rental payments, additional closures of tenants’ businesses and the impact of opening and reclosing of communities in response to the resurgence of COVID-19. Any of these events could materially adversely impact the Company’s business, financial condition, results of operations or stock price. The Company will continue to monitor the economic, financial, and social conditions resulting from the COVID-19 pandemic and will assess its asset portfolio for any impairment indicators. In addition, the Company will continue to monitor for any material or adverse effects resulting from the COVID-19 pandemic. If the Company has determined that any of its assets are impaired, the Company would be required to take impairment charges, and such amounts could be material.

Since the outbreak of the COVID-19 pandemic, the Company’s shopping centers have remained open; however, a substantial number of tenants had or continue to have temporarily or permanently closed their businesses. Others had, or continue to have, shortened their operating hours or offered reduced services. The Company has, and continues to have, worked with tenants to grant rent deferrals or forgiveness of rent on a tenant-by-tenant basis. The development and distribution of COVID vaccines throughout the country have assisted in allowing many restrictions to be lifted, providing a path to recovery. There have been additional improvements to the real estate industry as the pandemic continues to redefine the needs of consumers across the country. There has been an increase in demand for warehouse space to satisfy fulfilment and distribution needs as well as certain retail spaces, which provide essential goods such as grocers and pharmacies.

2.Summary of Significant Accounting Policies

Principles of Consolidation -

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company. The ~~Company~~’sCompany’s subsidiaries include subsidiaries which are wholly-owned ~~and all entities in~~or which the Company has a controlling ~~financial~~ interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the Consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation. The information presented in the accompanying Condensed Consolidated Financial Statements is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. These Condensed Consolidated Financial Statements should be read in conjunction with the Company's audited Annual Report on Form ~~10-K~~10-K for the year ended December 31, ~~2016 (the “10-K”~~2020 (the “10-K”), as certain disclosures in this Quarterly Report on Form ~~10-Q~~10-Q for the quarterly period ended ~~September 30, 2017,~~ March 31, 2021 that would duplicate those included in the ~~10-K~~10-K are not included in these Condensed Consolidated Financial Statements.

Table of Contents

Reclassifications -

Certain amounts in the prior period have been reclassified in order to conform to the current period’s presentation. For comparative purposes, the Company reclassified $4.7 million of loss on marketable securities, net from Other income, net to Gain/(loss) on marketable securities, net on the Company’s Condensed Consolidated Statements of Income for the three months ended March 31, 2020. On the Company’s Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020, the Company reclassified (i) $5.1 million of Cash flows used for Change in other financing liabilities to Cash flows used for Shares repurchased for employee tax withholdings on equity awards of $5.1 million and Cash flows provided by Change in tenant’s security deposits of $0.1 million and (ii) $4.7 million in Change in other operating assets and liabilities to (Gain)/loss on marketable securities, net, for comparative purposes.

Subsequent Events -

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in ~~the~~ ~~condensed consolidated financial statements~~its Condensed Consolidated Financial Statements (see Footnote 9)17 of the Company’s Condensed Consolidated Financial Statements).

~~Table of Contents~~

~~Earnings Per Share -~~

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

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

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

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

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

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

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

~~(a)~~

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

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

New Accounting Pronouncements –

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

ASU

Description

~~Effective~~Adoption

Date

Effect on the financial

statements or other ~~significant~~

significant matters

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

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

method.

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

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

~~ASU 2017-05, Other Income~~ ~~– Gains and Losses from the Derecognition of Nonfinancial Assets (“Subtopic 610-20”): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets~~

The amendment clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset and defines the term in substance nonfinancial asset. ASU 2017-05 also clarifies that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. Subtopic 610-20, which was issued in May 2014 as part of ASU 2014-09, discussed below, provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity is required to apply the amendments in ASU 2017-05 at the same time it applies the amendments in ASU 2014-09 discussed below. An entity may elect to apply the amendments in ASU 2017-05 either retrospectively to each period presented in the financial statements in accordance with the guidance on accounting changes in ASC Topic 250, Accounting Changes and Error Corrections, paragraphs 10-45-5 through 10-45-10 (i.e. the retrospective approach) or retrospectively with a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption (i.e. the modified retrospective approach). An entity may elect to apply all of the amendments in ASU 2017-05 and ASU 2014-09 using the same transition method, or alternatively may elect to use different transition methods.

~~January 1, 2018; Early adoption~~ ~~is permitted if adopted with ASU 2014-09~~

~~The Company will adopt the provisions of Subtopic 610-20 in the first quarter of fiscal 2018, using the modified retrospective approach.~~ Up~~on adoption, the Company will appropriately apply the guidance to prospective disposals of nonfinancial assets within the scope of Subtopic 610-20.~~

~~Table of Contents~~

~~ASU 2016-13, Financial Instruments~~ ~~– Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~

The new guidance introduces a new model for estimating credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity~~’s assumptions, models, and methods for estimating the allowance for losses.~~

~~January 1, 2020; Early adoption permitted~~

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

~~ASU 2014-09, Revenue from Contracts with Customers (Topic 606)~~

~~ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date~~

~~ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations~~

~~ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying performance obligations and licensing~~

~~ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-scope improvements and practical expedients~~

ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. ASU 2014-09 was anticipated to be effective for the first interim period within annual reporting periods beginning after December 15, 2016, and early adoption was not permitted.

In August 2015, the FASB issued ASU 2015-14, which delayed the effective date of ASU 2014-09 by one year making it effective for the first interim period within annual reporting periods beginning after December 15, 2017.

Subsequently, in March 2016, the FASB issued ASU 2016-08, which further clarifies the implementation guidance on principal versus agent considerations, and in April 2016, the FASB issued ASU 2016-10, an update on identifying performance obligations and accounting for licenses of intellectual property.

~~Additionally, in May 2016, the FASB issued ASU 2016-12, which includes amendments for enhanced clarification of the guidance. Early adoption is permitted as of the original effective date.~~

~~January 1, 2018; Early adoption permitted as of original effective date, which was January 1, 2017~~

~~The Company~~’s revenue-producing contracts are primarily leases that are not within the scope of this standard, except for the lease component relating to common area maintenance (“CAM”) reimbursement revenue, which will be within the scope of this standard upon the effective date of ASU 2016-02 discussed below. The Company continues to evaluate the effect the adoption will have on the Company’s other sources of revenue which include management and other fee income. However, the Company currently does not believe the adoption will significantly affect the timing of the recognition of the Company’s management and other fee income. The Company plans to adopt this standard using the modified retrospective approach, which requires a cumulative effect adjustment as of the date of adoption.

~~ASU 2016-02, Leases (Topic 842)~~

This ASU sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840).

~~January 1, 2019; Early adoption permitted~~

~~The Company continues to evaluate the effect the adoption will have on the Company~~’s financial position and/or results of operations. However, the Company currently believes that the adoption will not have a material impact for operating leases where it is a lessor and will continue to record revenues from rental properties for its operating leases on a straight-line basis. However, for leases where the Company is a lessee, primarily for the Company’s ground leases and administrative office leases, the Company will be required to record a lease liability and a right of use asset on its Consolidated Balance Sheets at fair value upon adoption. In addition, direct internal leasing costs will continue to be capitalized, however, indirect internal leasing costs previously capitalized will be expensed. Within the terms of the Company’s leases where the Company is the lessor, the Company is entitled to receive reimbursement amounts from tenants for operating expenses such as real estate taxes, insurance and other CAM. CAM reimbursement revenue will be accounted for in accordance with Topic 606 upon adoption of this ASU 2016-02. The Company continues to evaluate the effect the adoption will have on this source of revenue. However, the Company currently does not believe the adoption will significantly affect the timing of the recognition of the Company’s CAM reimbursement revenue.

~~Table of Contents~~

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

~~ASU~~

~~Description~~

~~Adoption Date~~

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

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

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

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

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

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

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

~~January 1, 2017~~

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

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

Acquisitions of Operating ~~Real Estate~~Properties -

During the ~~nine~~three months ended ~~September 30, 2017,~~ March 31, 2021, the Company acquired the following operating properties, ~~in separate transactions,~~ through direct asset purchases ~~or consolidation due to change in control resulting from the purchase of additional interests or obtaining control through the modification of a joint venture investment:~~(in thousands):

Purchase Price (in thousands)

Property Name
Location
Month
Acquired/
Consolidated

Cash*

Debt

Other
Consideration**

Total

GLA***

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

			Purchase Price
Property Name	Location	Month Acquired	Cash		Other Consideration**		Total		GLA*
Distribution Center #1	Lancaster, CA	Jan-21	$	58,723	$	11,277	$	70,000		927
Distribution Center #2	Woodland, CA	Jan-21		27,589		6,411		34,000		508
			$	86,312	$	17,688	$	104,000		1,435

~~Table of Contents~~

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

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

*** Gross leasable area ("GLA")

** Consists of the fair value of the assets acquired which exceeded the purchase price upon closing. The transaction was a sale-leaseback with the seller which resulted in the recognition of a prepayment of rent of $17.7 million in accordance with ASC 842,Leases at closing. The prepayment of rent will be amortized over the initial term of the lease through Revenues from rental properties, net on the Company's Condensed Consolidated Statements of Income. See Footnote 10 of the Company’s Condensed Consolidated Financial Statements for additional discussion regarding fair value allocation of partnership interest for noncontrolling interests.

~~(1)~~

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

~~(2)~~

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

~~(3)~~

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

Property Name

Current
Ownership
Interest

Gain on change
in control of
interests

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

(a)
60,972
$ 71,160

~~(a)~~

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

Included in the ~~Company~~’sCompany's Condensed Consolidated Statements of ~~Operations are $17.8 million and $12.1~~Income is $1.6 million in total revenues ~~from rental properties~~ from the date of acquisition through ~~September 30, 2017 and 2016, respectively,~~ March 31, 2021 for operating properties acquired during ~~each of~~ the ~~respective years.~~year.

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

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

The purchase price ~~allocations~~allocation for properties ~~acquired/consolidated~~acquired during the ~~nine~~three months ended ~~September 30, 2017, are~~March 31, 2021, is as follows (in thousands):

Land
$ 190,226
Buildings
293,355
Above-market leases
11,992
Below-market leases
(30,246 )
In-place leases
42,412
Building improvements
30,917
Tenant improvements
12,737
Mortgage fair value adjustment
(6,222 )
Other assets
5,090
Other liabilities
(3,302 )
Net assets acquired
$ 546,959

~~As of~~ ~~September 30, 2017, the allocation adjustments and revised allocations for properties accounted for as business combinations during the year ended December 31, 2016, are as follows (in thousands):~~

	Allocation as of December 31, 2016			Allocation Adjustments			Revised Allocation as of September 30, 2017			Allocation as of March 31, 2021			Weighted Average Amortization Period (in Years)
Land	$	179,150		$	(5,150	)	$	174,000		$	19,527			n/a
Buildings		309,493			(30,696	)		278,797
Above-market leases		11,982			885			12,867
Below-market leases		(31,903	)		(4,716	)		(36,619	)
In-place leases		44,094			(1,063	)		43,031
Building											87,691			50.0
Building improvements		124,105			41,895			166,000			6,251			45.0
Tenant improvements		12,788			(1,155	)		11,633			711			20.0
Mortgage fair value adjustment		(4,292	)		-			(4,292	)
Other assets		234			-			234
Other liabilities		(27	)		-			(27	)
In-place leases											11,120			20.0
Below-market leases											(21,300	)		60.0
Net assets acquired	$	645,624		$	-		$	645,624		$	104,000

Table of Contents

Dispositions - ~~and Assets Held for Sale~~ –

~~During~~The table below summarizes the ~~nine months ended September 30, 2017, the Company disposed of 15~~Company’s disposition activity relating to consolidated operating properties and ~~eight~~ parcels (dollars in ~~separate transactions, for an aggregate sales price of $230.2 million. These transactions resulted in (i) an aggregate gain of $62.1 million and (ii) aggregate impairment charges of $13.0 million.~~millions):

	Three Months Ended March 31,
	2021		2020
Aggregate sales price	$	23.0	$	13.5
Gain on sale of properties (1)	$	10.0	$	3.8
Number of properties sold		1		1
Number of parcels sold		4		0

At ~~September 30, 2017, the Company had one property classified as held-for-sale at a carrying amount of $14.9 million, net of accumulated depreciation of $2.9 million, which is included~~

(1)	Before noncontrolling interests of $3.0 million and taxes of $1.0 million for the three months ended March 31, 2021.

4.Investments in ~~Other assets on the Company’s Condensed Consolidated Balance Sheets. The Company’s determination of the fair value of the property was based upon an executed contract of sale with a third party.~~

~~Impairments~~–

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

~~Hurricane Impact~~ –

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

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

3. Real Estate ~~Under~~ ~~Development~~Joint Ventures

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

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

Property Name
Location

September 30, 2017

December 31, 2016

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

~~(1)~~

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

~~(2)~~

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

~~(3)~~

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

~~(4)~~

~~Land held for future development.~~

~~Table of Contents~~

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

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

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

The table below presents joint venture investments for which the Company held an ownership interest at ~~September 30, 2017~~ March 31, 2021 and December 31, ~~2016 (in millions, except number of properties)~~2020 (dollars in millions):

As of September 30, 2017

As of December 31, 2016

Venture

Ownership
Interest

Number of
Properties

The
Company's
Investment

Ownership
Interest

Number of
Properties

The
Company's
Investment

Prudential Investment Program (“KimPru” and “KimPru II”) (1) (2)
15.0 % 46 $ 179.0 15.0 % 48 $ 182.5
Kimco Income Opportunity Portfolio (“KIR”) (2)
48.6 % 44 149.6 48.6 % 45 145.2
Canada Pension Plan Investment Board (“CPP”) (2)
55.0 % 5 122.4 55.0 % 5 111.8
Other Joint Venture Programs

Various
31 58.4
Various
37 64.7
Total*
126 $ 509.4 135 $ 504.2

* Representing 2~~4.6 million and 26.2 million square feet of GLA, as of September 30, 2017 and December 31, 2016, respectively.~~

	Ownership		The Company’s Investment
Joint Venture	Interest		March 31, 2021		December 31, 2020
Prudential Investment Program (1)		15.0%	$	175.7	$	175.1
Kimco Income Opportunity Portfolio (“KIR”) (1)		48.6%		179.0		177.4
Canada Pension Plan Investment Board (“CPP”) (1)		55.0%		161.7		159.7
Other Joint Venture Programs		Various		76.4		78.5
Total*			$	592.8	$	590.7

~~(1)~~*

~~Represents four separate joint ventures, with four separate accounts managed by Prudential Global Investment Management (“PGIM”), three~~Representing 95 property interests and 21.3 million square feet of ~~these ventures are collectively referred to~~GLA, as ~~KimPru~~ of March 31, 2021, and ~~the remaining venture is referred to~~97 property interests and 21.2 million square feet of GLA, as ~~KimPru II.~~of December 31, 2020.

~~(2)~~(1)

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

The table below presents the ~~Company~~’sCompany’s share of net income for the above investments which is included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of ~~Operations~~Income for the three ~~and nine~~ months ended ~~September 30, 2017~~ March 31, 2021 and ~~2016~~2020 (in millions):

	Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
	2017			2016		2017			2016
KimPru and KimPru II	$	3.2			2.2	$	9.7			7.5
Joint Venture											2021		2020
Prudential Investment Program											$	2.6	$	2.6
KIR		8.2			7.9		24.7			27.4		8.7		9.8
CPP		1.3			1.3		4.3			6.2		2.1		1.0
Other Joint Venture Programs ~~(1)~~		(3.6	)		0.1		(1.7	)		149.1		4.4		0.2
Total	$	9.1		$	11.5	$	37.0		$	190.2	$	17.8	$	13.6

~~(1)~~

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

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During the ~~nine~~three months ended ~~September 30, 2017,~~ March 31, 2021, certain of the Company’s real estate joint ventures disposed of ~~six operating~~2 properties, ~~and a portion of one property,~~ in separate transactions, for an aggregate sales price of ~~$49.3~~$53.7 million. These transactions resulted in an aggregate net gain to the Company of ~~$0.1~~$4.2 million ~~before income taxes,~~ for the ~~nine~~three months ended September 30, 2017. In addition, during the nine months ended September 30, 2017, the Company acquired a controlling interest in three operating properties from certain joint ventures, in separate transactions, for a gross fair value of $320.1 million. See Footnote 2 for the operating properties acquired by the Company.March 31, 2021.

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

~~Table of Contents~~

The table below presents debt balances within the ~~Company~~’sCompany’s unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at ~~September 30, 2017~~ March 31, 2021 and December 31, ~~2016 (dollars~~2020 (dollars in millions):

		As of September 30, 2017							As of December 31, 2016							As of March 31, 2021							As of December 31, 2020
Venture		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*
KimPru and KimPru II		$	626.9		3.35	%		62.9	$	647.4		3.07	%		67.5
Joint Venture																Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*
Prudential Investment Program																$	494.6		2.03	%		34.2	$	495.8		2.05	%		37.2
KIR	KIR		725.7		4.54	%		49.7		746.5		4.64	%		54.9		524.3		3.27	%		28.9		536.9		3.87	%		25.3
CPP	CPP		84.9		2.78	%		7.0		84.8		2.17	%		16.0		85.0		3.25	%		27.0		84.9		3.25	%		30.0
Other Joint Venture Programs	Other Joint Venture Programs		289.0		4.37	%		29.8		584.3		5.40	%		23.4		382.7		3.59	%		89.8		423.4		3.41	%		86.7
Total	Total	$	1,726.5						$	2,063.0						$	1,486.6						$	1,541.0

* Includes extension options

5. ~~Other Real Estate Investments~~

~~Preferred Equity Capital -~~

The Company ~~previously~~will continue to monitor the economic, financial, and social conditions resulting from the COVID-19 pandemic and will assess its joint venture portfolio for any impairment indicators. If the Company has determined that any of its assets are impaired, the Company would be required to take impairment charges, and such amounts could be material.

5.Other Real Estate Investments

The Company has provided capital to owners and developers of real estate properties and loans through its Preferred Equity Program. The Company’s maximum exposure to losses associated with its preferred equity investments is primarily limited to its net investment. As of ~~September 30, 2017,~~ March 31, 2021, the Company’s net investment under the Preferred Equity Program was ~~$198.1~~$99.4 million relating to ~~357~~111 properties, including ~~345~~101 net leased properties. During the ~~nine~~three months ended ~~September 30, 2017,~~ March 31, 2021, the Company recognized income of ~~$27.2~~$3.2 million from its preferred equity investments. During the three months ended March 31, 2020, the Company recognized income of $11.1 million from its preferred equity investments, including $14.8 million of cumulative foreign currency translation gain recognized as a result of the substantial liquidation of the Company’s investments in Canada during 2017. During the nine months ended September 30, 2016, the Company earned $22.3 million from its preferred equity investments, including $10.1 million in profit participation ~~earned from four capital transactions.~~of $6.3 million. These amounts are included in Equity in income of other real estate investments, net on the Company’s Condensed Consolidated Statements of ~~Operations.~~Income.

6.Marketable Securities

~~Kimsouth~~ ~~(Albertsons)~~ -The amortized cost and unrealized gains, net of marketable securities as of March 31, 2021 and December 31, 2020, are as follows (in thousands):

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

	As of March 31, 2021		As of December 31, 2020
Marketable securities:
Amortized cost	$	114,480	$	114,531
Unrealized gains, net		653,509		592,423
Total fair value	$	767,989	$	706,954

During ~~June 2017,~~ the ~~Company~~ three months ended March 31, 2021 and ~~ABS Venture received an aggregate cash distribution~~2020, there were net unrealized gains on marketable securities of ~~$34.6~~$61.1 million ~~from Albertsons,~~and net unrealized losses on marketable securities of ~~which the Company’s combined share was $23.7~~$4.7 million, ~~with the remaining $10.9 million distributed to the two noncontrolling interest members in the ABS Venture. This distribution exceeded the Company’s carrying basis~~respectively. These net unrealized gains and ~~as such was recognized as income and is~~losses are included in ~~Equity in income from other real estate investments,~~Gain/(loss) on marketable securities, net on the Company’s Condensed Consolidated Statements of ~~Operations.~~Income. See Footnote 12 of the Company’s Condensed Consolidated Financial Statements for fair value disclosure.

7.Accounts and Notes Receivable

6The components of accounts and notes receivable, net of potentially uncollectible amounts as of March 31, 2021 and December 31, 2020, are as follows (in thousands):

	March 31, 2021		December 31, 2020
Billed tenant receivables	$	24,219	$	25,428
Unbilled CAM, insurance and tax reimbursements		25,052		35,982
Deferred rent receivables		9,995		17,328
Other receivables		5,120		4,880
Straight-line rent receivables		136,269		135,630
Total accounts and notes receivable, net	$	200,655	$	219,248

8.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.

Table of Contents

The disaggregation of the Company’s lease income, which is included in Revenues from rental properties on the Company’s Condensed Consolidated Statements of Income, as either fixed or variable lease income based on the criteria specified in ASC 842, for the three months ended March 31, 2021 and 2020, is as follows (in thousands):

	Three Months Ended March 31,
	2021		2020
Lease income:
Fixed lease income (1)	$	212,393	$	218,873
Variable lease income (2)		60,776		57,189
Above-market and below-market leases amortization, net		5,702		9,942
Total lease income	$	278,871	$	286,004

(1)

Includes minimum base rents, expense reimbursements, ancillary income and straight-line rent adjustments.

(2)

Includes minimum base rents, expense reimbursements, percentage rent, lease termination fee income and ancillary income.

Lessee Leases

The Company currently leases real estate space under non-cancelable operating lease agreements for ground leases and administrative office leases. The Company’s leases have remaining lease terms ranging from less than one year to 64.8 years, some of which include options to extend the terms for up to an additional 75 years. The Company does not include any of its renewal options in its lease terms for calculating its lease liability as the renewal options allow the Company to maintain operational flexibility and the Company is not reasonably certain it will exercise these renewal options at this time. At March 31, 2021, the weighted average remaining non-cancelable lease term for the Company’s operating leases was 20.5 years and the weighted average discount rate was 6.54%. The Company’s operating lease liabilities are determined based on the estimated present value of the Company’s minimum lease payments under its lease agreements. The discount rate used to determine the lease liabilities is based on the estimated incremental borrowing rate on a lease by lease basis. When calculating the incremental borrowing rates, the Company utilized data from (i) its recent debt issuances, (ii) publicly available data for instruments with similar characteristics, (iii) observable mortgage rates and (iv) unlevered property yields and discount rates. The Company then applied adjustments to account for considerations related to term and security that may not be fully incorporated by the data sets.

The components of the Company’s lease expense, which are included in rent expense and general and administrative expense on the Company’s Condensed Consolidated Statements of Income for the three months ended March 31, 2021 and 2020, were as follows (in thousands):

	Three Months Ended March 31,
	2021		2020
Lease cost:
Operating lease cost	$	2,830	$	2,598
Variable lease cost		683		727
Total lease cost	$	3,513	$	3,325

9.Notes and Mortgages Payable

Notes Payable –

In February 2020, the Company obtained a $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks. The Credit Facility is scheduled to expire in March 2024, with two additional six-month options to extend the maturity date, at the Company’s discretion, to March 2025. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The Company achieved such targets, which effectively reduced the rate on the Credit Facility by one basis point. The Credit Facility, which accrues interest at a rate of LIBOR plus 76.5 basis points (0.88% as of March 31, 2021), can be increased to $2.75 billion through an accordion feature. Pursuant to the terms of the Credit Facility, the Company, among other things, is subject to covenants requiring the maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. As of March 31, 2021, the Credit Facility had 0 outstanding balance, $0.3 million appropriated for letters of credit and the Company was in compliance with its covenants.

Mortgages Payable -

During the three months ended March 31, 2021, the Company repaid $12.3 million of mortgage debt (including fair market value adjustment of $0.1 million) that encumbered an operating property.

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10.Noncontrolling Interests

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

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

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the three months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended March 31,
	2021			2020
Balance at January 1,	$	15,784		$	17,943
Fair value allocation to partnership interest (1)		2,068			0
Income		169			262
Distributions		(169	)		(262	)
Balance at March 31,	$	17,852		$	17,943

(1)

During January 2021, KIM RDC, LLC (“KIM RDC”), a wholly owned subsidiary of the Company, and KP Lancewood LLC (“KPR Member”) entered into a joint venture agreement wherein KIM RDC has a 100% controlling interest and KPR Member is entitled to a profit participation. The joint venture acquired 2 operating properties for a gross fair value of $104.0 million (see Footnote 3 of the Company’s Condensed Consolidated Financial Statements). This joint venture is accounted for as a consolidated VIE (see Footnote 11 of the Company’s Condensed Consolidated Financial Statements).

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

Included within the ~~Company~~’sCompany’s consolidated operating properties at ~~September 30, 2017,~~ both March 31, 2021 and December 31, 2020, are 2423 and 22 consolidated ~~partnership~~ 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 ~~based on the fact that~~because the unrelated investors do not have ~~substantial~~substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At ~~September 30, 2017,~~ March 31, 2021, total assets of these VIEs were ~~$1.2~~$1.1 billion and total liabilities were ~~$385.6~~$96.7 million. At December 31, 2020, total assets of these VIEs were $1.0 billion and total liabilities were $62.1 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.

~~Table of Contents~~

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

~~Substantially~~ all the projected development costs to be funded for these three real estate development projects, aggregating $129.3 million, will be funded with capital contributions from the Company, when contractually obligated. The Company has not provided financial support to these VIEs that it was not previously contractually required to provide.

All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). ~~Of the 27 total VIEs, 22 are unencumbered and the~~The assets of ~~these~~the unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining ~~five VIEs~~VIE assets are encumbered by third party non-recourse mortgage debt. 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 Condensed Consolidated Balance Sheets ~~are~~ as follows ~~(in~~(dollars in millions):

September 30, 2017

December 31, 2016

Restricted Assets:

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

VIE Liabilities:

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

7. ~~Mortgages and Other Financing Receivables~~

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

8. ~~Marketable Securities~~

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

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

~~Notes Payable -~~

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

	As of March 31, 2021		As of December 31, 2020
Number of unencumbered VIEs		20		19
Number of encumbered VIEs		3		3
Total number of consolidated VIEs		23		22

Restricted Assets:
Real estate, net	$	97.1	$	97.7
Cash and cash equivalents		1.6		1.8
Accounts and notes receivable, net		1.6		1.9
Other assets		1.6		1.1
Total Restricted Assets	$	101.9	$	102.5

VIE Liabilities:
Mortgages payable, net	$	36.2	$	36.5
Operating lease liabilities		5.5		5.5
Other liabilities		55.0		20.1
Total VIE Liabilities	$	96.7	$	62.1

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

Date Issued

Maturity Date

Amount Issued

Interest Rate

Mar-17

Apr-27
$ 400.0 3.80 %
Aug-17

Feb-25
$ 500.0 3.30 %
Aug-17

Sept-47
$ 350.0 4.45 %

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

Type

Date Paid

Amount Repaid

Interest Rate

Maturity Date
Term Loan

Jan-17
$ 250.0
(a)

Jan-17
Medium Term Notes (“MTN”) (b)

Aug-17
$ 211.0 4.30%
Feb-18

~~(a)~~

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

~~(b)~~

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

~~Mortgages Payable -~~

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

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

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

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

2017

2016

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

~~(1)~~

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

~~(2)~~

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

~~(3)~~

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

11. 12.Fair Value Measurements

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

~~Table of Contents~~

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

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

	September 30, 2017				December 31, 2016				March 31, 2021				December 31, 2020
	Carrying Amounts		Estimated Fair Value		Carrying Amounts		Estimated Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes payable, net (1)	$	4,700,423	$	4,676,777	$	3,927,251	$	3,890,797
Mortgages payable, net (2)	$	850,848	$	852,165	$	1,139,117	$	1,141,047
Notes payable, net (1)									$	5,045,868	$	5,306,905	$	5,044,208	$	5,486,953
Mortgages payable, net (2)									$	295,613	$	297,860	$	311,272	$	312,933

~~(1)~~(1)

The Company determined that the valuation of its Senior Unsecured Notes ~~and MTN notes~~ were classified within Level 2 of the fair value hierarchy and its ~~Term Loan and Credit Facility were~~unsecured revolving credit facility was classified within Level 3 of the fair value hierarchy. The estimated fair value amounts classified as Level 2, as of ~~September 30, 2017~~ March 31, 2021 and December 31, ~~2016,~~ 2020, were ~~$4.7~~$5.3 billion and ~~$3.6~~$5.5 billion, respectively. ~~The estimated fair value amounts classified as Level 3 as of September 30, 2017 and December 31, 2016, were $18.2 million and $272.5 million, respectively.~~

~~(2)~~(2)

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

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

The ~~table~~stables below present the Company’s financial assets ~~and liabilities~~ measured at fair value on a recurring basis ~~as of September 30, 2017~~ at March 31, 2021 and December 31, ~~2016,~~ 2020, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

Balance at
September 30, 2017

Level 1

Level 2

Level 3

Assets:

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

Interest rate swaps
$ 667 $ - $ 667 $ -

Balance at

March 31, 2021

Level 1

Level 2

Level 3

Marketable equity securities

767,989

Balance at
December 31, 2016

Level 1

Level 2

Level 3

Assets:

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

Interest rate swaps
$ 975 $ - $ 975 $ -

Balance at

December 31, 2020

Level 1

Level 2

Level 3

Marketable equity securities

706,954

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

Balance at
September 30, 2017

Level 1

Level 2

Level 3

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

	Balance at December 31, 2020		Level 1		Level 2		Level 3

Real estate	$	24,899	$	0	$	0	$	24,899
Other real estate investments	$	5,464	$	0	$	0	$	5,464

Balance at
December 31, 2016

Level 1

Level 2

Level 3

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

~~During the~~ ~~nine months ended September 30, 2017 and 2016, the Company recognized impairment charges related to adjustments to property carrying values~~

Table of ~~$34.3 million and $68.1 million, respectively.~~ Contents

The Company’s estimated fair values of these properties were primarily based upon estimated sales prices, which were less than the carrying value of the assets, from ~~(i)~~ signed contracts or letters of intent from third party ~~offers or (ii) a discounted cash flow model.~~offers. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third party offers. For the discounted cash flow model, a capitalization rate of 8.50% and a discount rate of 10.00% were utilized in the model based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for this respective investment. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy. ~~(See Footnote 2 for additional discussion regarding impairment charges).~~

~~Table of Contents~~

12. ~~Preferred Stock~~ ~~and Common Stock~~13.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 that expired in March 2020. The ~~Company’s outstanding Preferred Stock is detailed below:~~

As of September 30, 2017
Series of
Preferred
Stock

Shares
Authorized

Shares
Issued and
Outstanding

Liquidation
Preference
(in thousands)

Dividend
Rate

Annual
Dividend per
Depositary
Share

Par
Value

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

As of December 31, 2016
Series of
Preferred
Stock

Shares
Authorized

Shares
Issued and
Outstanding

Liquidation
Preference
(in thousands)

Dividend
Rate

Annual
Dividend per
Depositary
Share

Par
Value

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

~~The following Preferred Stock series was issued during~~2020 Plan provides for a maximum of 10,000,000 shares of the ~~nine months ended September 30, 2017:~~

Series of
Preferred
Stock

Date Issued

Depositary
Shares
Issued

Fractional
Interest per
Share

Net
Proceeds,
After
Expenses
(in millions)

Offering
Price

Optional
Redemption
Date
Series L

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

~~The following Preferred Stock series was partially redeemed during~~Company’s common stock to be reserved for the ~~nine months ended September 30, 2017:~~

Series of
Preferred
Stock

Date Issued

Depositary
Shares
Redeemed

Redemption
Amount
(in millions)

Redemption
Price

Redemption
Date
Series I (1)

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

~~(1)~~

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

D~~uring February 2015,~~ issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards. At March 31, 2021, the Company established an at the market continuous offering program (the “ATM program”) which is effective for a term of three years, pursuant to which the Company may offer and sell shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0had 8.5 million ~~through a consortium of banks acting as sales agents. Sales of the~~ shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”) or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. The Company did not offeravailable for ~~sale any shares of common stock~~issuance under the ~~ATM program during the nine months ended September 30, 2017. As of September 30, 2017, the Company had $211.9 million available under this ATM program.~~

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

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

2017

2016

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

~~Table of Contents~~

14. ~~Incentive Plans~~2020 Plan.

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

The Company recognized ~~expense~~sexpenses associated with its equity awards of ~~$17.8~~$6.5 million and ~~$15.3~~$5.9 million for the ~~nine~~three months ended ~~September 30, 2017~~ March 31, 2021 and ~~2016,~~2020, respectively. As of ~~September 30, 2017,~~ March 31, 2021, the Company had ~~$32.8~~$53.9 million of total unrecognized compensation cost related to unvested stock compensation granted under the Plans. That cost is expected to be recognized over a weighted average period of approximately ~~2.9~~3.2 years.

15. ~~Accumulated Other Comprehensive Income~~ ~~(“AOCI”)~~14.Earnings Per Share

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

Foreign
Currency
Translation Adjustments

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

Unrealized
Loss on Interest
Rate Swaps

Total

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

	Three Months Ended
	March 31,
	2021			2020
Computation of Basic and Diluted Earnings Per Share:
Net income available to the Company's common shareholders	$	131,588		$	83,746
Earnings attributable to participating securities		(792	)		(686	)
Net income available to the Company’s common shareholders for basic earnings per share		130,796			83,060
Distributions on convertible units		9			0
Net income available to the Company’s common shareholders for diluted earnings per share	$	130,805		$	83,060

Weighted average common shares outstanding – basic		430,524			429,735
Effect of dilutive securities (1):
Equity awards		1,606			717
Assumed conversion of convertible units		134			53
Weighted average common shares outstanding – diluted		432,264			430,505

Net income available to the Company's common shareholders:
Basic earnings per share	$	0.30		$	0.19
Diluted earnings per share	$	0.30		$	0.19

~~(1)~~(1)

~~During 2015,~~The effect of the ~~Company began selling properties within its Canadian portfolio and has continued to liquidate its investments over~~assumed conversion of certain convertible units had an anti-dilutive effect upon the ~~last two years.~~ ~~During the three months ended September 30, 2017, the Company was deemed to have substantially liquidated its investment in Canada, triggered primarily by the receipt~~calculation of ~~various tax refunds and as a result, recognized a net cumulative foreign currency translation gain. Amounts were reclassified~~Net income available to the Company’s ~~Condensed Consolidated Statements~~common shareholders per share. Accordingly, the impact of ~~Operations~~such conversions has not been included in the determination of diluted earnings per share calculations. Additionally, there were 0.8 million and 1.2 million stock options that were not dilutive as ~~follows (i) $14.8 million~~ of ~~gain was reclassified to Equity in income of other real estate investments, net,~~ March 31, 2021 and ~~(ii) $4.8 million of loss was reclassified to Equity in income of joint ventures, net.~~2020, respectively.

Foreign
Currency
Translation Adjustments

Unrealized
Gains on
Available-for-
Sale
Investments

Unrealized
Loss
on Interest
Rate Swaps

Total

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

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

Table of Contents

15.Stockholders’ Equity

Preferred Stock -

The Company’s outstanding Preferred Stock is detailed below:

As of March 31, 2021 and December 31, 2020
Class of Preferred Stock	Shares Authorized		Shares Issued and Outstanding		Liquidation Preference (in thousands)		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date
Class L		10,350		9,000	$	225,000		5.125	%	$	1.28125	$	1.00	8/16/2022
Class M		10,580		10,580		264,500		5.250	%	$	1.31250	$	1.00	12/20/2022
				19,580	$	489,500

Common Stock -

During February 2020, the Company extended its share repurchase program for a term of two years, which will expire in February 2022, pursuant to which the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million. The Company did not repurchase any shares under the share repurchase program during the three months ended March 31, 2021. As of March 31, 2021, the Company had $224.9 million available under this share repurchase program.

Dividends Declared -

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

	Three Months Ended March 31,
	2021			2020
Common Shares	$	0.17000		$	0.28000
Class L Depositary Shares	$	0.32031	��	$	0.32031
Class M Depositary Shares	$	0.32813		$	0.32813

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

The following schedule summarizes the non-cash investing and financing activities of the Company for the three months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended March 31,
	2021		2020
Surrender of restricted common stock	$	9,092	$	5,159
Declaration of dividends paid in succeeding period	$	5,366	$	126,473
Capital expenditures accrual	$	36,062	$	47,533
Lease liabilities arising from obtaining right-of-use assets	$	553	$	0
Allocation of fair value to noncontrollling interests	$	2,068	$	0
Purchase price fair value adjustment to prepaid rent	$	15,620	$	0

17.Subsequent Events

Pending Merger with Weingarten Realty Investors

On April 15, 2021, the Company and Weingarten Realty Investors (“Weingarten”) announced that they have entered into a definitive merger agreement under which Weingarten will merge with and into the Company, with the Company continuing as the surviving public company. The parties currently expect the transaction to close during the second half of 2021, subject to customary closing conditions, including the approval of both the Company and Weingarten shareholders. This strategic transaction was unanimously approved by the Board of Directors of the Company and the Board of Trust Managers of Weingarten. Under the terms of the merger agreement, each Weingarten common share will be converted into 1.408 newly issued shares of the Company’s common stock plus $2.89 in cash. Based on the closing stock price for the Company on April 14, 2021, this represents a total consideration of approximately $30.32 per Weingarten share.

Table of Contents

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q, together with other statements and information publicly disseminated by ~~the Company~~Kimco Realty Corporation (the “Company”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “target,” “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (iv) the Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations and management’s ability to estimate the impact of such changes, (vi) the level and volatility of interest rates and ~~foreign currency exchange rates and managements’~~management’s ability to estimate the impact thereof, (vii) ~~risks related to the Company’s international operations,~~pandemics or other health crises, such as coronavirus disease 2019 (“COVID-19”), (viii) the availability of suitable acquisition, disposition, development and redevelopment opportunities, , and risks related to acquisitions not performing in accordance with our expectations, (ix) risks and uncertainties associated with the Company’s and Weingarten Realty Investor’s (“Weingarten”), ability to complete the acquisition on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the acquisition; (x) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, (xi) risks related to diverting the attention of the Company and Weingarten management from ongoing business operations; failure to realize the expected benefits of the acquisition, (xii) significant transaction costs and/or unknown or inestimable liabilities, (xiii) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; the risk that Weingarten’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, (xiv) the Company’s ability to obtain the expected financing to consummate the acquisition, (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 following completion of the acquisition, (xvi) effects relating to the announcement of the acquisition or any further announcements or the consummation of the acquisition on the market price of the Company’s common stock or Weingarten’s common shares, (xvii) the possibility that, if the Company does not achieve the perceived benefits of the acquisition 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, ~~(x)~~(xix) valuation of marketable securities and other investments, ~~(xi)~~including the shares of Albertsons Companies, Inc. common stock held by the Company, (xx) increases in operating costs, ~~(xii)~~(xxi) changes in the dividend policy for the Company’s common and preferred stock ~~(xiii)~~and the Company’s ability to pay dividends at current levels, (xxii) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center, ~~(xiv)~~(xxiii) impairment charges, ~~(xv)~~(xxiv) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and ~~(xvi)~~(xxv) the risks and uncertainties identified under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the ~~year ended~~year-ended December 31, ~~2016.~~2020. 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 Securities and Exchange Commission (“SEC”).

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

Executive ~~Summary~~Overview

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

The Company is a self-administered real estate investment trust (“REIT”) and has owned and operated open-air shopping centers for over 60 years. The Company has not engaged, nor does it expect to retain, any REIT advisors in connection with the operation of its properties. As of ~~September 30, 2017,~~March 31, 2021, the Company had interests in ~~508~~398 U.S. shopping center properties, aggregating ~~84.2~~69.8 million square feet of gross leasable area (“GLA”), located in ~~32 states, Puerto Rico and Canada.~~27 states. In addition, the Company had ~~374~~122 other property interests, primarily through the Company’s preferred equity investments and other real estate investments, totaling ~~5.9~~6.7 million square feet of GLA. The Company’s ownership interests in real estate consist of its consolidated portfolio and portfolios where the Company owns an economic interest, such as properties in the Company’s investment real estate management programs, where the Company partners with institutional investors and also retains management.

The executive officers 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.

~~The Company’s strategy~~Company’s primary business objective is to be the premier owner and ~~operator~~operators of open-air, grocery-anchored shopping centers ~~through investments primarily~~and mixed-use assets in the U.S. ToThe Company believes it can achieve this ~~strategy~~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;

●

continuing growth in desirable demographic areas with successful retailers; and

●

increasing capital appreciation.

Table of Contents

The Company further concentrated its business objectives to three main areas:

●

Sustainable Growth – Delivering consistent growth from a portfolio of well-located, essential-anchored shopping centers and mixed-use assets.

●

Financial Strength – Maintaining a strong balance sheet that will sustain dividend growth, with liquidity to be an opportunistic investor during periods of disruption.

●

Opportunistic Investment – Generating additional internal and external growth through accretive acquisitions, redevelopments and investments opportunities with retailers who have significant real estate holdings.

Pending Merger with Weingarten Realty Investors

On April 15, 2021, the Company ~~is (i) continuing to transform the quality of its portfolio by disposing of lesser quality assets~~ and ~~acquiring larger, higher quality properties in key markets identified by~~Weingarten Realty Investors (“Weingarten”) announced that they have entered into a definitive merger agreement (the "Merger Agreement") under which Weingarten will merge with and into the Company, ~~for which substantial progress has been achieved~~with the Company continuing as ~~of September 30, 2017, (ii) simplifying its business by: (a) reducing~~ the ~~number~~surviving public company (the “Merger”). The Merger brings together two industry-leading retail real estate platforms with highly complementary portfolios, creating the preeminent open-air shopping center and mixed-use real estate owner in the country. The increased scale in targeted growth markets, coupled with a broader pipeline of joint venture investments and (b) exiting Mexico, South America and Canada, for which the exit of South America has been completed and Mexico and Canada have been substantially completed, (iii) pursuing redevelopment opportunities, ~~within~~positions the combined company to create significant value for its ~~portfolio to increase overall value and (iv) selectively acquiring land parcels in our key markets for real estate development projects for long-term investment. As part~~shareholders.

Under the terms of the Merger Agreement, each Weingarten common share will be converted into 1.408 newly issued shares of the Company’s ~~strategy each property is evaluated~~common stock plus $2.89 in cash. Based on the closing stock price for ~~its highest~~the Company on April 14, 2021, this represents a total consideration of approximately $30.32 per Weingarten share. The parties currently expect the transaction to close during the second half of 2021, subject to customary closing conditions, including the approval of both the Company and ~~best use, which may include residential~~Weingarten shareholders. This strategic transaction was unanimously approved by the Board of Directors of the Company and the Board of Trust Managers of Weingarten.

The Merger will create a national operating portfolio of 559 open-air grocery-anchored shopping centers and mixed-use ~~components. In addition,~~assets comprising approximately 100 million square feet of gross leasable area. These properties are primarily concentrated in the top major metropolitan markets in the United States. The combined company is expected to benefit from increased scale and density in key Sun Belt markets, enhanced asset quality, tenant diversity, a larger redevelopment pipeline and a deleveraged balance sheet. As a result, the combined company should be uniquely positioned to drive further sustained growth in net operating income and asset value creation through continued strategic leasing and asset management.

COVID-19 Pandemic

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, and has caused significant volatility in U.S. and international debt and equity markets. The COVID-19 pandemic has significantly impacted the retail sector in which the Company operates. The majority of the Company’s tenants and their operations have been impacted, and may ~~consider other opportunistic investments~~continue to be impacted. Through the duration of the pandemic, a substantial number of tenants have had to temporarily or permanently close their business, shortened their operating hours or offer reduced services for some period of time.

The extent to which the COVID-19 pandemic impacts the Company’s financial condition, results of operations and cash flows, in the near term, will continue to depend on future developments, which continue to be highly uncertain and cannot be predicted at this time, including new information that may emerge concerning the severity of COVID-19, the success of governmental, business and individual actions that have been, and continue to be, taken in response to COVID-19, the distribution and effectiveness of vaccines, the impact of COVID-19 on economic activity, the effect of COVID-19 on the Company’s tenants and their businesses, the ability of tenants to make their rental payments and any additional closures of tenants’ businesses.

The Company continues to monitor the impact of COVID-19 on the Company’s business, tenants and industry as a whole. The magnitude and duration of the COVID-19 pandemic and its impact on the Company’s operations and liquidity remains uncertain as this pandemic continues to evolve globally and within the United States. Management cannot, at this point, estimate ultimate losses related to ~~retailer controlled real estate such as, repositioning underperforming retail locations, retail real estate financing and bankruptcy transaction support.~~the COVID-19 pandemic. The Company ~~has an active capital recycling program which provides~~will continue to monitor the economic, financial, and social conditions resulting from the COVID-19 pandemic and will assess its asset portfolio for ~~the disposition of certain U.S. properties.~~any impairment indicators. If the Company ~~accepts sales prices for~~determines that any of ~~these~~its assets ~~that~~ are ~~less than their net carrying values,~~impaired, the Company would be required to take impairment charges, and such amounts could be material. ~~In order to execute~~

Since the outbreak of the COVID-19 pandemic, the Company’s ~~strategy,~~shopping centers have remained open; however, as noted above, a substantial number of tenants had, or continue to have, temporarily or permanently closed their businesses. Others had, or continue to have, shortened their operating hours or offered reduced services. The Company has, and continues to have, worked with tenants to grant rent deferrals or forgiveness of rent on a tenant-by-tenant basis. The development and distribution of COVID vaccines throughout the country have assisted in allowing many restrictions to be lifted, providing a path to recovery. There have been additional improvements to the real estate industry as the pandemic continues to redefine the needs of consumers across the country. There has been an increase in demand for warehouse space to satisfy fulfilment and distribution needs as well as certain retail spaces which provide essential goods such as grocers and pharmacies.

The Company continues to see an increase in collections of rental payments, however, the effects COVID-19 has had on its tenants is still heavily considered when evaluating the adequacy of the collectability of the lessee’s total accounts receivable balance, including the corresponding straight-line rent receivable. As of March 31, 2021, the Company’s consolidated accounts receivable balance was 50% potentially uncollectible, including receivables from tenants that are being accounted for on a cash basis, and 15% of the Company’s straight-line rent receivables were potentially uncollectible, also inclusive of tenants that are being accounted for on a cash basis. These elevated reserves are primarily attributable to the impact from the COVID-19 pandemic. Management’s estimate of the collectability of accrued rents and accounts receivable is based on the best information available to management at the time of evaluation. The Company will continue to monitor the economic, financial, and social conditions resulting from the COVID-19 pandemic and will continue to assess the collectability of its tenant accounts receivables. As such, the Company ~~intends~~may determine that further adjustments to ~~continue to strengthen~~ its ~~balance sheet by pursuing deleveraging efforts over time, providing it~~accounts receivable may be required in the ~~necessary flexibility to invest opportunistically~~future, and ~~selectively, primarily focusing on U.S. open-air shopping centers.~~such amounts may be material.

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Results of Operations

Comparison of the three months ended ~~September 30, 2017~~March 31, 2021 and 2020~~2016~~

Three Months Ended

September 30,

(amounts in millions)

2017

2016

Change

% change

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

Rental property expenses: (3)

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

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

~~Comparison~~The following table presents the comparative results from the Company’s Condensed Consolidated Statements of Income for the ~~nine~~three months ended ~~September 30, 2017~~~~and 2016~~March 31, 2021, as compared to the corresponding period in 2020 (in thousands, except per share data):

Nine Months Ended

September 30,

(amounts in millions)

2017

2016

Change

% change

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

Rental property expenses: (3)

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

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

	Three Months Ended March 31,
	2021			2020			Change
Revenues
Revenues from rental properties, net	$	278,871		$	286,004		$	(7,133	)
Management and other fee income		3,437			3,740			(303	)
Operating expenses
Rent (1)		(3,035	)		(2,835	)		(200	)
Real estate taxes		(38,936	)		(39,652	)		716
Operating and maintenance (2)		(46,520	)		(42,408	)		(4,112	)
General and administrative (3)		(24,478	)		(21,017	)		(3,461	)
Impairment charges		-			(2,974	)		2,974
Depreciation and amortization		(74,876	)		(69,397	)		(5,479	)
Gain on sale of properties		10,005			3,847			6,158
Other income/(expense)
Other income, net		3,357			1,245			2,112
Gain/(loss) on marketable securities, net		61,085			(4,667	)		65,752
Interest expense		(47,716	)		(46,060	)		(1,656	)
Provision for income taxes, net		(1,308	)		(43	)		(1,265	)
Equity in income of joint ventures, net		17,752			13,648			4,104
Equity in income of other real estate investments, net		3,787			10,958			(7,171	)
Net income attributable to noncontrolling interests		(3,483	)		(289	)		(3,194	)
Preferred dividends		(6,354	)		(6,354	)		-
Net (loss)/income available to the Company's common shareholders	$	131,588		$	83,746		$	47,842
Net (loss)/income available to the Company's common shareholders:
Diluted per common share	$	0.30		$	0.19		$	0.11

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

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

(3)	~~Rental property expenses include (i) rent~~Rent expense ~~relating~~relates to ground lease payments for which the Company is the ~~lessee, (ii) real estate tax expense for consolidated properties for which the Company has a controlling ownership interest and (iii) operating~~lessee.
	(2)	Operating and maintenance expense ~~which~~ consists of property related costs including repairs and maintenance costs, roof repair, landscaping, parking lot repair, snow removal, utilities, property insurance costs, security and various other property related expenses. Rental property expenses increased for the three and nine months ended September 30, 2017, as compared to the corresponding periods in 2016, primarily due to the acquisition/consolidation of operating properties in 2017 and 2016 and an increase in real estate tax expense primarily due to the receipt of real estate tax refunds during 2016, partially offset by the disposition of properties during 2017 and 2016.

(4)(3)

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

~~(5)~~

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

General and administrative costs include employee-related expenses (salaries, bonuses, equity awards, benefits, severance costs and payroll taxes), professional fees, office rent, travel expense and other company-specific expenses. General and administrative expenses decreased $3.4Net income available to the Company’s common shareholders was $131.6 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, as compared to $83.7 million for the comparable period in 2020. On a diluted per common share basis, net income available to the Company for the three months ended March 31, 2021 was $0.30 as compared to $0.19 for the comparable period in 2020.

The following describes the changes of certain line items included on the Company’s Condensed Consolidated Statements of Income, that the Company believes changed significantly and affected Net income available to the Company's common shareholders during the three months ended March 31, 2021, as compared to the corresponding period in ~~2016,~~2020:

Revenues from rental properties, net –

The decrease in Revenues from rental properties, net of $7.1 million for the three months ended March 31, 2021, as compared to the corresponding period in 2020, is primarily from (i) a net decrease in revenues from tenants, including straight-line rental income, primarily due to ~~reductions~~rent relief provided in ~~professional fees, public company~~association with the COVID-19 pandemic and tenant vacancies for the three months ended March 31, 2021 of $12.9 million, as compared to the corresponding period in 2020 and (ii) a decrease in revenues of $0.6 million due to properties sold during 2021 and 2020, partially offset by (iii) an increase in lease termination fee income for the three months ended March 31, 2021 of $4.8 million, as compared to the corresponding period in 2020 and (iv) an increase in revenues of $1.6 million due to property acquisitions during 2021.

Operating and maintenance –

The increase in Operating and maintenance expense of $4.1 million for the three months ended March 31, 2021, as compared to the corresponding period in 2020, is primarily due to an increase in snow removal costs and ~~other personnel related costs.~~security and property maintenance services.

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General and administrative –

The increase in General and administrative expense of $3.5 million for the three months ended March 31, 2021, as compared to the corresponding period in 2020, is primarily due to (i) a decrease of $1.6 million in payroll capitalization due to less active development and redevelopment projects during the three months ended March 31, 2021, as compared to the corresponding period in 2020 and (ii) an increase of $1.9 million due to the fluctuations in value of various directors’ deferred stock.

Impairment charges –

During the ~~nine~~three months ended ~~September 30, 2017 and 2016,~~March 31, 2020, the Company recognized impairment charges related to adjustments to property carrying values of ~~$34.3~~$3.0 million, ~~and $68.1 million, respectively,~~ for which the ~~Company~~’sCompany’s estimated fair values ~~of these properties~~ were primarily based upon ~~estimated sales prices from (i)~~ signed contracts or letters of intent from third party ~~offers or (ii) discounted cash flow models.~~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 and the long-term plan for certain properties.~~transactions. Certain of the calculations to determine fair ~~value~~values utilized unobservable inputs and, as such, ~~are~~were classified as Level 3 of the FASB’s fair value hierarchy.

~~Other income, net decreased $3.3~~Depreciation and amortization –

The increase in Depreciation and amortization of $5.5 million for the three months ended ~~September 30, 2017,~~March 31, 2021, as compared to the corresponding period in 2016. This decrease is primarily due to a decrease in income from the Company’s investment in retail store leases related to the termination of a lease during the three months ended September 30, 2016.

~~Interest expense decreased $9.7 million for the nine months ended September 30, 2017, as compared to the corresponding period in 2016. This decrease is primarily due to the Company~~’s utilization of net proceeds from unsecured debt offerings during 2017 and 2016 to payoff secured debt which had higher interest rates. As a result, the Company effectively lowered its overall interest rate on borrowings for the nine months ended September 30, 2017, as compared to the corresponding period in 2016.

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

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

~~Benefit/(provision) for income taxes, net changed $62.1 million to a benefit of $0.7 million for the three months ended September 30, 2017, as compared to a provision of $~~61.4 million for the corresponding period in 2016. This change is primarily due to (i) a decrease in tax provision of $63.5 million resulting from the recognition of a valuation allowance as a result of the Company’s merger of its taxable REIT subsidiary into a wholly-owned LLC of the Company on August 1, 2016.

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

~~Equity in income of joint ventures, net decreased $153.1 million for the nine months ended September 30, 2017~~, as compared to the corresponding period in 2016. This decrease is primarily due to (i) a decrease in net gains of $149.8 million resulting from fewer sales of properties and ownership interests within various joint venture investments, during the nine months ended September 30, 2017, as compared to the corresponding period in 2016, (ii) the recognition of cumulative foreign currency translation loss of $4.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017 and (iii) lower equity in income of $4.6 million primarily resulting from the sales of properties within various joint venture investments and the acquisition of partnership interests in joint ventures by the Company during 2017 and 2016, partially offset by (iv) a decrease in impairment charges of $6.1 million recognized during 2017, as compared to 2016.

During the nine months ended September 30, 2017, the Company acquired, in separate transactions, a controlling interest in three operating properties from certain joint venture partners in which the Company had noncontrolling interests. As a result of these transactions, the Company recorded an aggregate gain on change in control of interests of $71.2 million related to the fair value adjustments associated with its previously held equity interest in the operating properties.

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

Equity in income of other real estate investments, net increased $16.1 million for the three months ended September 30, 2017, as compared to the corresponding period in 2016. This increase is primarily due to (i) the recognition of cumulative foreign currency translation gain of $14.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017 and (ii) an increase in earnings and profit participation from capital transactions within the Company’s Preferred Equity Program of $1.3 million during the three months ended September 30, 2017, as compared to the corresponding period in 2016.

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~~Equity in income of other real estate investments, net increased $39.4 million for the nine months ended September 30, 2017, as compared to the corresponding period in 2016. This increase~~2020, is primarily due to (i) an increase of ~~$34.6~~$2.7 million due to depreciation commencing on certain development and redevelopment projects that were placed into service during 2021 and 2020, (ii) an increase of $2.2 million in ~~equity in income from the Albertsons joint venture resulting from cash distributions received in excess~~write-offs of ~~the Company’s carrying basis~~depreciable assets primarily due to tenant vacates during the ~~nine~~three months ended September 30, 2017, and (ii) the recognition of cumulative foreign currency translation gain of $14.8 million as a result of the substantial liquidation of the Company’s investments in Canada during 2017, partially offset by (iii) a decrease in earnings and profit participation from capital transactions within the Company’s Preferred Equity Program of $10.0 million during the nine months ended September 30, 2017,March 31, 2021, as compared to the corresponding period in ~~2016.~~2020 and (iii) an increase of $0.6 million resulting from property acquisitions during 2021.

Gain on sale of properties –

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, the Company disposed of ~~15 consolidated~~an operating ~~properties~~property and ~~eight~~four parcels, in separate transactions, for an aggregate sales price of ~~$230.2 million. These transactions~~$23.0 million, which resulted in ~~(i) an~~ aggregate ~~gain~~gains of ~~$62.1 million and (ii) aggregate impairment charges of $13.0~~$10.0 million.

During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2020, the Company disposed of ~~26 consolidated~~an operating ~~properties and one out-parcel, in separate transactions,~~property for ~~an aggregate~~a sales price of ~~$334.9 million. These transactions~~$13.5 million, which resulted in ~~(i) an aggregate~~a gain of ~~$75.9 million, after income tax expense, and (ii) aggregate impairment charges of $7.8 million, before noncontrolling interest expense of $0.2~~$3.8 million.

~~Net income attributable to noncontrolling interests increased $9.~~1Gain/(loss) on marketable securities, net –

The gain on marketable securities, net of $61.1 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, as compared to the loss on marketable securities, net of $4.7 million for corresponding period in 2020, is primarily the result of the mark-to-market fluctuations of the Company’s Albertsons Companies, Inc. (“ACI”) investment, which had its initial public offering (“IPO”) in June 2020. This offering resulted in the Company changing the classification of its ACI investment from a cost method investment to a marketable security.

Equity in income of joint ventures, net –

The increase in Equity in income of joint ventures, net of $4.1 million for the three months ended March 31, 2021, as compared to the corresponding period in ~~2016. This increase~~2020, is primarily due to (i) an increase in net gains of $4.7 million resulting from the sale of properties within various joint venture investments during the three months ending March 31, 2021, as compared to the corresponding period in 2020, partially offset by (ii) lower equity in income ~~attributable to the Company’s noncontrolling partners in the Albertsons~~of $0.6 million within various joint venture investments during ~~2017.~~

~~Net income~~ ~~available to the Company's common shareholders was $102.0 million for the three months ended September 30, 2017,~~2021, as compared to ~~a net loss of $55.1 million for~~ the ~~three months ended September 30, 2016. On a diluted per share basis, net income available to~~corresponding period in 2020, primarily resulting from the Company’s common shareholders for the three months ended September 30, 2017, was $0.24 per share, as compared to a net loss of $0.13 per share for the three months ended September 30, 2016. These changes are primarily attributable to (i) a decrease in provision for income taxes, net, (ii) an increase in gains on sale of ~~operating~~ properties ~~(iii) a decrease in early extinguishment of debt charges, (iv) an increase in equity~~within various joint venture investments during 2021 and 2020.

Equity in income of other real estate investments, net ~~(v) a~~–

The decrease in impairment charges of operating properties, (vi) a decrease in depreciation and amortization expense, (vii) incremental earnings due to the acquisition of operating properties during 2017 and 2016 as well as increased profitability from the Company’s operating properties, partially offset by (viii) an increase in preferred stock redemption costs and (ix) a decrease from gain on change of control of interests.

~~Net income~~ available to the Company's common shareholders was $299.0 million for the nine months ended September 30, 2017, as compared to $265.9 million for the nine months ended September 30, 2016. On a diluted per share basis, net income available to the Company’s common shareholders for the nine months ended September 30, 2017, was $0.70 as compared to $0.63 for the nine months ended September 30, 2016. These changes are primarily attributable to (i) a decrease in provision for income taxes, net, (ii) a decrease in early extinguishment of debt charges, (iii) an increase in equityEquity in income of other real estate investments, net ~~(iv)~~of $7.2 million for the three months ended March 31, 2021, as compared to the corresponding period in 2020, is primarily due to a decrease in impairment charges of operating properties, (v) a decrease in interest expense, (vi) an increase from gain on change of control of interests and (vii) incremental earnings due to the acquisition of operating properties during 2017 and 2016 as well as increased profitabilityprofit participation from the ~~Company’s operating properties, partially offset by (viii) a decrease in equity in income of joint ventures, net, resulting from the sales~~sale of properties within ~~various joint venture investments and~~ the ~~acquisition~~Company’s Preferred Equity Program during 2021, as compared to the corresponding period in 2020.

Table of ~~partnership~~Contents

Net income attributable to noncontrolling interests –

The increase in ~~joint ventures by~~Net income attributable to noncontrolling interests of $3.2 million for the ~~Company during 2017 and 2016, (ix) a decrease~~three months ended March 31, 2021, as compared to the corresponding period in ~~gains~~2020, is primarily due to an increase in net gain on sale of ~~operating~~ properties ~~(x) an increase~~during the three months ended March 31, 2021, as compared to the corresponding period in ~~preferred stock redemption costs and (xi) an increase in depreciation and amortization expense.~~2020.

Tenant Concentration

The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties ~~avoiding dependence on any single property,~~ and a large tenant base. As of March 31, 2021, the Company had interests in 398 U.S. shopping center properties, aggregating 69.8 million square feet of gross leasable area (“GLA”), located in 27 states. At ~~September 30, 2017,~~March 31, 2021, the Company’s five largest tenants were TJX Companies, ~~The~~ Home Depot, Ahold Delhaize ~~Bed Bath & Beyond~~USA, Albertsons and ~~Albertsons,~~PetSmart, which represented ~~3.7%~~4.0%, ~~2.5%~~2.6%, 2.1%, ~~1.9%~~2.0% and ~~1.7%~~2.0%, 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.

Liquidity and Capital Resources

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

~~Table~~ In addition, the Company holds 39.8 million shares of ~~Contents~~

ACI, which are subject to certain contractual lock-up provisions.

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

Nine Months Ended
September 30,

2017

2016

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

	Three months ended March 31,
	2021			2020
Cash and cash equivalents, beginning of the period	$	293,188		$	123,947
Net cash flow provided by operating activities		148,371			155,249
Net cash flow used for investing activities		(83,924	)		(66,553	)
Net cash flow (used for)/provided by financing activities		(103,783	)		239,153
Net change in cash and cash equivalents		(39,336	)		327,849
Cash and cash equivalents, end of the period	$	253,852		$	451,796

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 and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. ~~Cash flows~~The Company will continue to evaluate its capital requirements for both its short-term and long-term liquidity needs, all of which are highly uncertain and cannot be predicted, which could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic.

Net cash flow provided by operating activities for the ~~nine~~three months ended ~~September 30, 2017, were $493.8~~March 31, 2021 was $148.4 million, as compared to ~~$444.5~~$155.2 million for the comparable period in ~~2016. This increase~~2020. The decrease of ~~$49.3~~$6.8 million is primarily attributable ~~to (i) an increase~~to:

	●	a decrease in distributions from the Company’s joint ventures programs;
	●	rent relief provided to tenants as a result of the COVID-19 pandemic; and
	●	the disposition of operating properties in 2021 and 2020; partially offset by
	●	new leasing, expansion and re-tenanting of core portfolio properties;
	●	changes in operating assets and liabilities due to timing of receipts and payments; and
	●	the acquisition of operating properties during 2021 and 2020.

Investing Activities

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

~~Investing Activities~~

~~Cash flows~~ used for investing activities was $83.9 million for the ~~nine~~three months ended ~~September 30, 2017, were $278.3 million,~~March 31, 2021, as compared to net cash ~~flows provided by~~flow used for investing activities of ~~$248.2~~$66.6 million for the comparable period in ~~2016. This change~~2020.

Table of ~~$526.5 million resulted~~Contents

Investing activities during the three months ended March 31, 2021 primarily from (i) a decrease in return of investment and distributions from liquidation of real estate joint ventures of $325.8 million, primarily due to the liquidation of certain Canadian joint ventures in 2016, (ii) a decrease in proceeds from the sale of operating properties and development properties of $190.4 million, (iii) an increase in improvements to real estate under development of $79.7 million, (iv) a decrease of $53.1 million in reimbursements of investments in and advances to real estate joint ventures and (v) an increase in improvements to operating real estate of $34.5 million, partially offset by (vi) a decrease in acquisition of operating real estate and other related net assets of $70.7 million, (vii) a decrease in acquisition of real estate under development of $41.6 million, (viii) an increase in reimbursements of investments and advances to other real estate investments of $29.0 million and (ix) a decrease in investments in and advances to real estate joint ventures of $23.3 million.consisted of:

Cash inflows:

●

$22.2 million in proceeds from the sale of a consolidated operating property and four parcels..

Cash outflows:

●

$84.3 million for the acquisition of two consolidated operating properties;

	●	$20.6 million for improvements to operating real estate primarily related to the Company’s active redevelopment pipeline; and
	●	$2.2 million for investments in and advances to real estate joint ventures, primarily related to a redevelopment project within the Company's joint venture portfolio, and investments in other real estate investments, primarily related to repayment of a mortgage within the Company's Preferred Equity Program.

Investing activities during the three months ended March 31, 2020 primarily consisted of:

Cash inflows:

●

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

●

$2.5 million in proceeds from insurance casualty claims.

Cash outflows:

●

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

●

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

●

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

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

During the ~~nine~~ three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, the Company expended ~~$110.8~~$84.3 million and ~~$181.5~~$7.1 million, respectively, towards the acquisition of operating real estate properties. The Company continues to transform its operating portfolio through its capital recycling program by acquiring what the Company believes are high quality U.S. retail properties and disposing of lesser quality assets. The Company anticipates ~~acquiring~~spending approximately ~~$140.0~~$25.0 million to ~~$165.0~~$50.0 million towards the acquisition of operating properties ~~during~~for the remainder of ~~2017.~~2021, excluding amounts expended in connection with the Merger (see Footnote 17 to the Notes to the Company’s Condensed Consolidated Financial Statements). The ~~Company intends to fund~~funding of these ~~acquisitions with~~capital requirements will be provided by proceeds from property dispositions, net cash flow ~~from~~provided by operating activities ~~assumption of mortgage debt, if applicable,~~ and availability under the Company’s ~~revolving line of credit.~~Credit Facility.

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

During the ~~nine~~ three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, the Company expended ~~$136.5~~$20.6 million and ~~$102.1~~$55.0 million, respectively, towards improvements to operating real estate. These amounts consist of the following (in thousands):

	Nine Months Ended September 30,				Three months ended March 31,
	2017		2016		2021		2020
Redevelopment and renovations	$	116,577	$	58,984	$	12,908	$	43,871
Tenant improvements and tenant allowances		12,324		37,237		7,661		11,102
Other		7,633		5,863
Total (1)	$	136,534	$	102,084
Total improvements (1)					$	20,569	$	54,973

(1)

During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016,~~2020, the Company capitalized ~~interest~~payroll of ~~$2.3~~$1.5 million and ~~$1.9~~$2.6 million, respectively, and capitalized ~~payroll~~interest of ~~$2.5~~$0.3 million and ~~$1.7~~$2.4 million, respectively, in connection with the Company’s improvements to operating real estate.

~~Table of Contents~~

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

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

The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts ~~during~~for the remainder of ~~2017~~2021 will be approximately $75.0 million to ~~$100.0 million.~~$125.0 million, which does not include any amounts that may result from the Merger (see Footnote 17 to the Notes to the Company’s Condensed Consolidated Financial Statements). The funding of these capital requirements will be provided by proceeds from property dispositions, net cash flow ~~from~~provided by operating activities and availability under the Company’s ~~revolving line of credit.~~Credit Facility.

~~Real Estate Under~~Financing Activities ~~Development~~-

~~The Company is engaged in select~~ real estate development projects, which are expected to be held as long-term investments. As of September 30, 2017, the Company had in progress a total of five active real estate development projects and two additional projects held for future development. The Company anticipates the total remaining costs to complete these projects to be approximately $225.0 million to $275.0 million. The Company anticipates its capital commitment toward these development projects during the remainder of 2017 will be approximately $75.0 million to $100.0 million. The funding of these capital requirements will be provided byNet cash flow ~~from operating activities and availability under the Company’s revolving line of credit.~~

~~Financing Activities~~

~~Cash flows~~ used for financing activities was $103.8 million for the ~~nine~~three months ended ~~September 30, 2017, were $201.4 million,~~March 31, 2021, as compared to ~~$711.8~~$239.2 million for the comparable period in ~~2016. This change~~2020.

Table of ~~$510.4 million resulted~~Contents

Financing activities during the three months ended March 31, 2021 primarily from (i) an increase in proceeds from issuance of unsecured notes of $600.0 million, (ii) a decrease in repayments under unsecured term loan/notes of $400.9 million, (iii) an increase in proceeds from mortgage loan financings of $206.0 million and (iv) a decrease in payment of early extinguishment of debt charges of $43.2 million, partially offset by (v) a decrease in proceeds from unsecured revolving Credit Facility, net of $226.5 million, (vi) an increase in redemption of preferred stock of $225.0 million, (vii) an increase in conversion/distribution of noncontrolling interests of $92.2 million, (viii) a decrease in proceeds from issuance of stock, net of $88.1 million, (ix) an increase in principal payments on debt of $73.1 million and (x) an increase in dividends paid of $27.1 million.consisted of:

Cash outflows:

●

$80.0 million of dividends paid;

●

$14.9 million in principal payment on debt, including normal amortization of rental property debt; and

●

$9.1 million in shares repurchased for employee tax withholding on equity awards.

Financing activities during the three months ended March 31, 2020 primarily consisted of:

‐

Cash inflows:

●

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

Cash outflows:

●

$127.3 million of dividends paid;

●

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

●

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

●

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

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

Debt maturities for the remainder of ~~2017~~2021 consist ~~of $12.4~~of: $125.7 million of consolidated debt; $54.9 million of unconsolidated joint venture debt ~~which relates~~and $19.9 million of debt included in the Company’s Preferred Equity Program, assuming the utilization of extension options where available. The 2021 consolidated debt maturities are anticipated to ~~a non-recourse mortgage that is currently~~be repaid with operating cash flows and borrowings from the Credit Facility. The 2021 debt maturities on properties in ~~default for which~~ the ~~Company is working with the special servicer on a resolution.~~Company’s unconsolidated joint ventures and Preferred Equity Program are anticipated to be repaid through operating cash flows, debt refinancing, unsecured credit facilities, proceeds from sales 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 or improve its ~~investment-grade~~unsecured debt ratings. The Company may, from ~~time-to-time,~~time to time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives.

Since the completion of the ~~Company~~’sCompany’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over ~~$13.6~~$15.6 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air, grocery-anchored shopping centers and mixed-use assets, funding real estate under development projects, expanding and improving properties in the portfolio and other investments.

During February ~~2015,~~2021, the Company filed a shelf registration statement on Form S-3, which is effective for a term of three years, for the future unlimited offerings, from ~~time-to-time,~~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,~~time to time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the ~~Company~~’sCompany’s debt maturities.

~~Table of Contents~~

~~Preferred Stock~~-

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

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

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

During February ~~2015,~~2020, the Company ~~established an ATM~~extended its share repurchase program ~~which is effective~~ for a term of ~~three~~two years, which will expire in February 2022, pursuant to which the Company may ~~offer and sell~~repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross ~~sales~~purchase price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the NYSE 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. $300.0 million. The Company did not ~~offer for sale~~repurchase any shares ~~of common stock~~ under the ~~ATM~~share repurchase program during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021. As of ~~September 30, 2017,~~March 31, 2021, the Company had ~~$211.9~~$224.9 million available under this ~~ATM~~share repurchase program.

Table of Contents

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

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

Covenant	Must Be	As of March 31, 2021~~September 30,~~ ~~2017~~
Consolidated Indebtedness to Total Assets	<65%	40% 38%
Consolidated Secured Indebtedness to Total Assets	<40%	6% 2%
Consolidated Income Available for Debt Service to Maximum Annual Service Charge	>1.50x	4.8x8.3x
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness	>1.50x	2.6x2.6x

For a full description of the various indenture covenants, refer to the Indenture dated September 1, 1993; the First Supplemental Indenture dated August 4, 1994; the Second Supplemental Indenture dated April 7, 1995; the Third Supplemental Indenture dated June 2, 2006; the Fourth Supplemental Indenture dated April 26, 2007; the Fifth Supplemental Indenture dated as of September 24, 2009; the Sixth Supplemental Indenture dated as of May 23, 2013; and the Seventh Supplemental Indenture dated as of April 24, 2014, each as filed with the SEC. See the Exhibits Index to our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 for specific filing information.

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

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

~~Table of Contents~~

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

Credit Facility -–

In February ~~2017,~~2020, the Company ~~closed on~~obtained a ~~$2.25~~$2.0 billion ~~unsecured revolving~~ Credit Facility with a group of ~~banks, which~~banks. The Credit Facility is scheduled to expire in March ~~2021,~~2024, with two additional ~~six month~~six-month options to extend the maturity date, at the Company’s discretion, to March ~~2022. This~~2025. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. The Company achieved such targets, which effectively reduced the rate on the Credit Facility by one basis point. The Credit Facility, which accrues interest at a rate of LIBOR plus ~~87.5~~76.5 basis points ~~(2.10%~~(0.88% as of ~~September 30, 2017)~~March 31, 2021), can be increased to $2.75 billion through an accordion feature. ~~The Credit Facility replaced~~Pursuant to the ~~Company’s $1.75 billion unsecured revolving credit facility that was scheduled to mature in March 2018. In addition,~~terms of the Credit Facility, ~~includes a $500.0 million sub-limit which provides~~ the ~~company~~Company, among other things, is subject to covenants requiring the ~~opportunity to borrow in alternative currencies including Canadian Dollars, British Pounds Sterling, Japanese Yen or Euros.~~maintenance of (i) maximum indebtedness ratios and (ii) minimum interest and fixed charge coverage ratios. As of ~~September 30, 2017,~~March 31, 2021, the Credit Facility had ano outstanding balance, ~~of $25.0 million outstanding and $0.5~~$0.3 million appropriated for letters of ~~credit.~~credit and the Company was in compliance with its covenants.

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

Covenant	Must Be	As of March 31, 2021~~September 30, 2017~~
Total Indebtedness to Gross Asset Value (“GAV”)	<60%	42% 46%
Total Priority Indebtedness to GAV	<35%	5% 1%
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense	>1.75x	4.6x3.6x
Fixed Charge Total Adjusted EBITDA to Total Debt Service	>1.50x	2.8x3.3x

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

~~Term Loan~~ –

~~The Company had a $650.0 million unsecured term loan (“Term Loan~~’) which was scheduled to mature in January 2017, with three one-year extension options at the Company’s discretion. The Term Loan accrued interest at LIBOR plus 95 basis points. During November 2016, the Company repaid $400.0 million of borrowings under the Company’s Term Loan and in January 2017, the Company repaid the remaining $250.0 million balance and terminated the agreement.February 28, 2020.

Mortgages and Construction Loan Payable –

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, the Company ~~(i) consolidated $212.2~~repaid $12.3 million of ~~individual non-recourse mortgage debt (including a fair market~~ ~~value adjustment of $6.2 million) relating to a joint venture operating property which the Company now controls, (ii) paid off $684.6 million of maturing~~ mortgage debt (including fair market value ~~adjustments~~adjustment of ~~$5.7~~$0.1 million) that encumbered 25an operating ~~properties and (iii) obtained a $206.0 million non-recourse mortgage relating to one operating~~ property.

In addition to the public equity and debt markets as capital sources, the Company may, from ~~time-to-time,~~time to time, obtain mortgage financing on selected properties and construction ~~loans~~loan financing to partially fund the capital needs of its real estate development projects. As of ~~September 30, 2017,~~March 31, 2021, the Company had over ~~380~~330 unencumbered property interests in its portfolio.

~~Dividends~~COVID-19 –

~~In connection with~~As the COVID-19 pandemic continues to evolve, an uncertainty remains in relation to the long-term economic impact it will have. As a result, the Company has focused on creating a strong liquidity position, including, but not limited to, maintaining availability under its ~~intention~~Credit Facility, cash and cash equivalents on hand and having access to ~~continue~~unencumbered property interests.

The Company continues to ~~qualify~~monitor the impact of COVID-19 on the Company’s business, tenants and industry as a ~~REIT for federal income tax purposes,~~whole. The magnitude and duration of the ~~Company expects~~COVID-19 pandemic and its impact on the Company’s operations and liquidity is uncertain as of the filing date of this Quarterly Report on Form 10-Q as this pandemic continues to ~~continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows.~~ evolve globally and within the United States. However, if the COVID-19 pandemic continues, such impacts could grow, become material and materially disrupt the Company’s business operations and materially adversely affect the Company’s liquidity.

Table of Contents

Dividends –

The ~~Company~~’sCompany’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as ~~the Board of Directors monitors~~they monitor sources of capital and ~~evaluates~~evaluate the impact of the economy and capital markets availability on operating fundamentals. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a ~~conservative~~ dividend payout ratio ~~reserving~~that reserves such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise and such other factors as the Board of Directors considers appropriate. Cash dividends paid for common and preferred issuances of stock for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020 were ~~$381.2~~$80.0 million and ~~$354.1~~$127.3 million, respectively.

~~Table of Contents~~

Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying 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 Board of Directors will continue to monitor the impact the COVID-19 pandemic has on the Company's financial performance and economic outlook. The Company’s objective is to establish a dividend level which maintains compliance with the Company’s REIT taxable income distribution requirements. On ~~July 25, 2017,~~February 22, 2021, the Company’s Board of Directors declared a quarterly cash dividend of ~~$0.27~~$0.17 per common share payable to shareholders of record on ~~October 4, 2017,~~March 10, 2021, which was paid on ~~October 16, 2017. Additionally, on October~~March 24, ~~2017,~~2021. On April 27, 2021, the Company’s Board of Directors declared ~~an increased~~a quarterly cash dividend of ~~$0.28~~$0.17 per common share ~~an annualized increase of 3.7%,~~ payable to shareholders of record on ~~January 2, 2018,~~June 9, 2021, which is scheduled to be paid on ~~January 16, 2018.~~June 23, 2021.

The Company’s Board of Directors ~~also~~ declared quarterly dividends with respect to the Company’s ~~various series~~classes of cumulative redeemable preferred shares ~~(Series I, Series J, Series K~~(Classes L and ~~Series L)~~M). All dividends on preferred shares were paid on April 15, 2021, to shareholders of record on April 1, 2021. Additionally, the Company’s Board of Directors declared quarterly dividends with respect to the Company’s classes of cumulative redeemable preferred shares (Classes L and M). All dividends on the preferred shares are scheduled to be paid on ~~January 16, 2018,~~July 15, 2021, to shareholders of record on ~~January 2, 2018.~~July 1, 2021.

~~Hurricane Impact -~~

~~Other -~~

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

Funds F~~rom~~From Operations

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

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

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

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

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

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

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

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

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

Table of Contents

	Three Months Ended March 31,
	2021			2020
Net income available to the Company’s common shareholders	$	131,588		$	83,746
Gain on sale of properties		(10,005	)		(3,847	)
Gain on sale of joint venture properties		(5,283	)		(18	)
Depreciation and amortization - real estate related		74,113			68,707
Depreciation and amortization - real estate joint ventures		10,007			10,564
Impairment charges		1,068			3,441
Profit participation from other real estate investments, net		195			(6,283	)
(Gain)/loss on marketable securities, net		(61,085	)		4,667
Provision for income taxes (1)		1,046			1
Noncontrolling interests (1)		2,626			(505	)
FFO available to the Company’s common shareholders	$	144,270		$	160,473
Weighted average shares outstanding for FFO calculations:
Basic		430,524			429,735
Units		654			638
Dilutive effect of equity awards		1,606			717
Diluted (2)		432,784			431,090

FFO per common share – basic	$	0.34		$	0.37
FFO per common share – diluted (2)	$	0.33		$	0.37

(1)

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

(2)

Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect on FFO available to the Company’s common shareholders. FFO available to the Company’s common shareholders would be increased by ~~$268~~$97 and $160 for the three months ended ~~September 30, 2017,~~March 31, 2021 and ~~$688 and $621 for the nine months ended September 30, 2017 and 2016,~~2020, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of ~~Net income~~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.

~~(2)~~

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

~~(3)~~

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

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

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

~~Table of Contents~~

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2021			2020
Net income/(loss) available to the Company’s common shareholders	$	101,957		$	(55,100	)	$	298,996		$	265,912
Net income available to the Company’s common shareholders													$	131,588		$	83,746
Adjustments:
Management and other fee income		(3,926	)		(5,790	)		(12,456	)		(14,274	)		(3,437	)		(3,740	)
General and administrative		28,588			27,983			86,395			89,840			24,478			21,017
Impairment charges		2,944			10,073			34,280			68,126			-			2,974
Depreciation and amortization		88,443			96,827			275,787			264,436			74,876			69,397
Gain on sale of properties														(10,005	)		(3,847	)
Interest and other expense, net		47,910			87,868			137,770			191,980			44,359			44,815
(Benefit)/provision for income taxes, net		(697	)		61,426			(2,224	)		73,292
Gain on change in control of interests		-			(6,584	)		(71,160	)		(53,096	)
(Gain)/loss on marketable securities, net														(61,085	)		4,667
Provision for income taxes, net														1,308			43
Equity in income of other real estate investments, net		(19,909	)		(3,774	)		(61,952	)		(22,532	)		(3,787	)		(10,958	)
Gain on sale of operating properties, net of tax		(40,533	)		(9,771	)		(62,102	)		(75,935	)
Net income attributable to noncontrolling interests		1,186			1,997			13,926			4,875			3,483			289
Preferred stock redemption charge		7,014			-			7,014			-
Preferred stock dividends		12,059			11,555			35,169			34,665
Preferred dividends														6,354			6,354
Non same property net operating income		(13,166	)		(12,834	)		(45,577	)		(74,466	)		(15,039	)		(16,282	)
Non-operational expense/(income) from joint ventures, net		24,580			25,531			63,611			(67,037	)
Same property NOI	$	236,450		$	229,407		$	697,477		$	685,786
Non-operational expense from joint ventures, net														11,963			19,014
Same property NOI													$	205,056		$	217,489

S~~ame~~Same property NOI ~~increased~~decreased by ~~$7.0~~$12.4 million or ~~3.1%~~5.7% for the three months ended ~~September 30, 2017,~~March 31, 2021, as compared to the corresponding period in ~~2016.~~2020. This ~~increase~~change is primarily the result of ~~(i) an increase~~a reduction of ~~$3.2 million related to lease-up~~revenue associated with rent waivers, potentially uncollectible revenues and ~~rent commencements in the portfolio, (ii) an increase in other property income of $3.3 million and (iii) a decrease of $0.5 million of credit losses.~~disputed amounts.

~~Same property NOI~~ ~~increased by $11.7 million or 1.7% for the nine months ended September 30, 2017, as compared to the corresponding period in 2016. This increase is primarily the result~~

Table of (i) an increase of $8.2 million related to lease-up and rent commencements in the portfolio, (ii) a decrease of $2.8 million of credit losses and (iii) an increase in other property income of $0.7 million.

Contents

Leasing Activity

During the ~~nine~~ three months ended ~~September 30, 2017,~~March 31, 2021, the Company executed ~~918~~262 leases totaling ~~7.1~~over 2.3 million square feet in the Company’s consolidated operating portfolio comprised of ~~330~~96 new leases and ~~588~~166 renewals and options. The leasing costs associated with these new leases are estimated to aggregate ~~$58.0~~$18.9 million or ~~$28.74~~$34.22 per square foot. These costs include ~~$45.1~~$13.9 million of tenant improvements and ~~$12.9~~$5.0 million of external leasing commissions. The average rent per square foot onfor (i) new leases was ~~$18.53~~$22.18 and on(ii) renewals and options was ~~$15.70.~~$14.99.

Tenant Lease Expirations

At March 31, 2021, the Company has a total of 5,264 leases in its consolidated operating portfolio. The following table sets forth the aggregate lease expirations for each of the next ten years, assuming no renewal options are exercised. For purposes of the table, the Total Annual Base Rent Expiring represents annualized rental revenue, excluding the impact of straight-line rent, for each lease that expires during the respective year. Amounts in thousands, except for number of lease ~~data and percentages:~~data:

~~Table of Contents~~

Year Ending December 31,	Number of Leases Expiring		Square Feet Expiring		Total Annual Base Rent Expiring		% of Gross Annual Rent			Number of Leases Expiring		Square Feet Expiring		Total Annual Base Rent Expiring		% of Gross Annual Rent
(1)		161		604	$	12,972		1.5	%		175		504	$	11,487		1.4	%
2017		131		525	$	10,830		1.3	%
2018		740		3,914	$	67,353		7.8	%
2019		896		6,561	$	99,195		11.5	%
2020		880		6,174	$	97,607		11.3	%
2021		807		6,643	$	98,950		11.4	%		413		2,196	$	38,140		4.7	%
2022		821		6,993	$	106,062		12.3	%		802		5,204	$	93,466		11.5	%
2023		424		5,459	$	76,807		8.9	%		738		5,766	$	98,818		12.1	%
2024		251		2,996	$	48,414		5.6	%		673		5,109	$	94,217		11.6	%
2025		227		2,120	$	35,463		4.1	%		625		5,255	$	94,322		11.6	%
2026		235		3,853	$	51,910		6.0	%		470		6,256	$	89,401		11.0	%
2027		244		3,579	$	54,942		6.4	%		270		3,741	$	56,674		7.0	%
2028											320		3,383	$	61,164		7.5	%
2029											251		2,679	$	47,301		5.8	%
2030											206		1,708	$	33,119		4.1	%
2031											160		1,215	$	25,487		3.1	%

(1)

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

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

The ~~Company~~’sCompany’s primary market risk ~~exposures are~~exposure is interest rate ~~risk~~risk. The Company periodically evaluates its exposure to short-term interest rates and ~~foreign currency exchange~~will, from time-to-time, enter into interest rate ~~risk.~~protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes. The following table presents the Company’s aggregate fixed rate and variable rate debt obligations outstanding, including fair market value adjustments and unamortized deferred financing costs, as of ~~September 30, 2017,~~March 31, 2021, with corresponding ~~weighted-average~~weighted average interest rates sorted by maturity date. The Company had no variable rate debt outstanding at March 31, 2021. The table does not include extension options where ~~available. Amounts are~~available (amounts in ~~millions.~~millions).

2017

2018

2019

2020

2021

Thereafter

Total

Fair Value

Secured Debt

Fixed Rate
$ 12.4 $ 73.7 $ 2.4 $ 101.0 $ 157.4 $ 403.9 $ 750.8 $ 752.8
Average Interest Rate
9.41
%
4.99
%
5.29
%
5.35
%
5.39
%
4.29
%
4.81
%

Variable Rate
$ - $ - $ 100.0 $ - $ - $ - $ 100.0 $ 99.4
Average Interest Rate
- - 2.60
%
- - - 2.60
%

Unsecured Debt

Fixed Rate
$ - $ 89.0 $ 299.4 $ - $ 497.4 $ 3,796.4 $ 4,682.2 $ 4,658.6
Average Interest Rate
- 4.30
%
6.88
%
- 3.20
%
3.52
%
3.72
%

Variable Rate
$ - $ - $ - $ - $ 18.2 $ - $ 18.2 $ 18.2
Average Interest Rate
- - - - 2.10
%
- 2.10
%

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

~~The following table presents the Company’s foreign investments in their respective local currencies and the U.S. dollar equivalents:~~

Foreign Investment (in millions)

Country

Local Currency

U.S. Dollars

Mexican real estate investments
53.5 $ 4.8
Canadian real estate investments

19.1
$ 15.4

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

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

~~Table of Contents~~

	2021			2022			2023			2024			2025			Thereafter			Total			Fair Value
Secured Debt
Fixed Rate	$	125.7		$	145.8		$	12.0		$	7.8		$	-		$	4.3		$	295.6		$	297.9
Average Interest Rate		5.42	%		4.05	%		3.23	%		6.73	%		-			7.08	%		4.71	%

Unsecured Debt
Fixed Rate	$	-		$	498.3		$	348.9		$	398.0		$	497.6		$	3,303.1		$	5,045.9		$	5,306.9
Average Interest Rate		-			3.40	%		3.13	%		2.70	%		3.30	%		3.42	%		3.33	%

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

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

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

3326

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PART II

OTHER INFORMATION

Item 1.Legal ~~Proceedings~~Proceedings.

The following information supplements and amends our discussion set forth under Part I, Item 3 "Legal Proceedings" in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2020.

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

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

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

~~There~~Except as set forth below, as of the date of this report, there are no material changes ~~from~~to our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~ 2020.

Risks Relating to the Merger

The Merger may not be completed on the terms or timeline currently contemplated, or at all.

Although the Company and Weingarten have entered into a definitive Merger Agreement on April 15, 2021 under which Weingarten will merge with and into the Company, the completion of the Merger is subject to certain conditions, including:

(1)

approval of the Company's stockholders and Weingarten's stockholders of the Merger in separate stockholder meetings;

(2)

approval for listing on the NYSE of the common stock of the Company to be issued in connection with the Merger;

(3)

effectiveness of the registration statement for our shares being issued pursuant to the Merger and such registration statement not being the subject of any stop order or proceeding seeking a stop order;

(4)

no injunction or law prohibiting the Merger;

(5)

accuracy of each party’s representations, subject in most cases to materiality or material adverse effect qualifications;

(6)

material compliance with each party’s covenants; and

(7)

receipt by each of Weingarten and the Company of an opinion to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and of an opinion that each of Weingarten and the Company qualify as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). Neither Weingarten nor the Company can provide assurances that the Merger will be consummated on the terms or timeline currently contemplated, or at all.

Our stockholders may be diluted by the Merger.

Table of Contents

Failure to complete the Merger could adversely affect our stock price and our future business and financial results.

If the Merger is not completed, our ongoing businesses may be adversely affected and we will be subject to numerous risks, including the following:

●

upon termination of the Merger Agreement under specified circumstances, Weingarten may be required to pay the Company a termination fee of $115.0 million;

●

we are paying substantial costs relating to the Merger, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration preparation costs that have already been incurred or will continue to be incurred until the closing of the Merger;

●

our management focusing on the Merger instead of on pursuing other opportunities that could be beneficial to the Company without realizing any of the benefits of having the Merger completed; and

●

reputational harm due to the adverse perception of any failure to successfully complete the Merger.

If the Merger is not completed, we cannot assure our stockholders that these risks will not materialize or will not materially affect the business, financial results and our stock prices.

The pendency of the Merger could adversely affect the business and operations of the Company and Weingarten.

In connection with the pending Merger, some of our and Weingarten’s tenants or vendors may delay or defer decisions, which could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of the Company and Weingarten, regardless of whether the Merger is completed. Similarly, current and prospective employees of the Company and Weingarten may experience uncertainty about their future roles with the Company following the Merger, which may materially adversely affect our and Weingarten’s ability to attract and retain key personnel during the pendency of the Merger. In addition, due to interim operating covenants in the Merger Agreement, we and Weingarten may be unable (without the other party’s prior written consent), during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.

Risks Relating to the Company after Completion of the Merger

We expect to incur substantial expenses related to the Merger.

We expect to incur substantial expenses in completing the Merger and integrating the business, operations, networks, systems, technologies, policies and procedures of the Company and Weingarten. There are a large number of processes that must be integrated in the merger, including leasing, billing, management information, purchasing, accounting and finance, sales, payroll and benefits, fixed asset, lease administration and regulatory compliance. While we and Weingarten 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 integration expenses.

Table of Contents

Our stockholders may be diluted by the 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 Merger

The Merger may dilute the ownership position of our stockholders. Upon completion of the Merger, our legacy stockholders will own approximately 71% of the issued and outstanding shares of our common stock, and legacy Weingarten stockholders will own approximately 29% of the issued and outstanding shares of our common stock. Consequently, our stockholders may have less influence over our management and policies after the effective time of the Merger than they currently exercise over our management and policies. The results of our operations and the trading price of our common stock after the Merger may also be affected by factors different from those currently affecting our results of operations and the trading prices of our common stock. For example, some of our and Weingarten’s existing institutional investors may elect to decrease their ownership in the combined company. Accordingly, the historical trading prices and financial results of the Company and Weingarten may not be indicative of these matters for the combined company after the Merger.

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

The Merger involves the combination of two companies which currently operate as independent public companies. We will be required to devote significant management attention and resources to integrating the business practices and operations of Weingarten. Potential difficulties we may encounter in the integration process include the following:

●

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

●

the inability to successfully realize the anticipated value from some of Weingarten’s assets, particularly from the redevelopment projects;

●

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

●

the complexities associated with integrating personnel from the two companies;

●

the additional complexities of combining two companies with different histories, cultures, markets, strategies and customer bases;

●

the failure by the Company to retain key employees of either of the two companies;

●

potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the merger; and

●

performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the Merger and integrating the companies’ operations.

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 benefits of the Merger, or could otherwise adversely affect our business and financial results.

Table of Contents

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

We have substantial indebtedness and, in connection with the Merger, will incur additional indebtedness. The incurrence of new indebtedness could have adverse consequences on our business following the Merger, 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;

●

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 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.

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

We and Weingarten are each 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 Merger may constitute a change in control and therefore the counterparty may exercise certain rights under the agreement upon the closing of the 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 the 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.

Table of Contents

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

Issuer Purchases of Equity Securities -

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, the Company repurchased ~~229,436~~519,127 shares for an aggregate purchase price of $9.1 million (weighted average price of $17.50 per share) in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock awards under the Company’s equity-based compensation plans.

During February 2020, the Company extended its share repurchase program for a term of two years, which will expire in February 2022, pursuant to which the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million. The Company ~~expended approximately $5.6~~did not repurchase any shares under the share repurchase program during the three months ended March 31, 2021. As of March 31, 2021, the Company had $224.9 million toavailable under this share repurchase ~~these shares.~~program.

Period

Total
Number of
Shares
Purchased

Average
Price
Paid per
Share

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

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

January 1, 2017 – January 31, 2017
12,364 $ 25.34 - $ -
February 1, 2017 - February 28, 2017
186,397 $ 25.04 - -
March 1, 2017 – March 31, 2017
452 $ 23.38 - -
April 1, 2017 – April 30, 2017
- $ - - -
May 1, 2017 – May 31, 2017
15,625 $ 18.90 - -
June 1, 2017 – June 30, 2017
1,544 $ 17.56 - -
July 1, 2017 – July 31, 2017
1,824 $ 19.51 - -
August 1, 2017 – August 31, 2017
10,314 $ 20.32 - -
September 1, 2017 – September 30, 2017
916 $ 19.62 - -
Total
229,436 $ 24.31 - $ -

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1, 2021 – January 31, 2021		75,847	$	15.16		-	$	224.9
February 1, 2021 – February 28, 2021		441,944		17.89		-		224.9
March 1, 2021 – March 31, 2021		1,336		19.13		-		224.9
Total		519,127	$	17.50		-

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

~~None~~.

None.

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

NotNot applicable.

~~Table of Contents~~

Item 5.Other ~~Information~~Information.

~~None~~.

None.

Item 6. ~~Exhibits~~Exhibits.

Exhibits –

4.1 Agreement to File Instruments

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

	~~12.1~~	~~Computation of Ratio of Earnings to Fixed Charges~~
	~~12.2~~	~~Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends~~
	31.1	Certification of the ~~Company~~’sCompany’s Chief Executive Officer, Conor C. Flynn, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of the ~~Company~~’sCompany’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of the ~~Company~~’sCompany’s Chief Executive Officer, Conor C. Flynn, and the Company’s Chief Financial Officer, Glenn G. Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS	Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
	~~101.SCH~~	~~XBRL Taxonomy Extension Schema~~
	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Table of Contents

SIGNATURES

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

		KIMCO REALTY CORPORATION



~~October~~ ~~27, 2017~~	April 30, 2021	/s/ Conor C. Flynn
(Date)		Conor C. Flynn
		Chief Executive Officer


~~October~~ ~~27, 2017~~	April 30, 2021	/s/ Glenn G. Cohen
(Date)		Glenn G. Cohen
		Chief Financial Officer

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

Title of each class	Trading 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

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

PART I - FINANCIAL INFORMATION

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

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

	Condensed Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020	3

	Condensed Consolidated Statements of ~~Operations~~Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020	4

	Condensed Consolidated Statements of ~~Comprehensive Income~~ Changes in Equity for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020	5

	~~Condensed Consolidated Statements of Changes in Equity~~ ~~for the Nine Months Ended September 30, 2017 and 2016~~	6

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2021 and ~~2016~~2020	76

Notes to Condensed Consolidated Financial ~~Statements~~Statements.	8 7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	21 16

Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.	32 26

Item 4.	Controls and ~~Procedures~~Procedures.	33 26

	~~PART II OTHER INFORMATION~~

~~Item 1.~~PART II - OTHER INFORMATION		~~Legal Proceedings~~	34

Item ~~1A.~~ 1. Legal Proceedings.	~~Risk Factors~~	34 27

Item 1A. Risk Factors.	27

Item 2.	Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.	34 31

Item 3.	Defaults Upon Senior ~~Securities~~Securities.	34 31

Item 4.	Mine Safety ~~Disclosures~~Disclosures.	34 31

Item 5. Other Information.	~~Other Information~~	35 31

Item 6. Exhibits.	~~Exhibits~~	35 31

Signatures	36 32

	September 30,			December 31,
	2017			2016			March 31, 2021			December 31, 2020
Assets:
Operating real estate, net of accumulated depreciation of $2,458,806 and $2,278,292 respectively	$	9,771,654		$	9,394,755
Real estate, net of accumulated depreciation and amortization of $2,727,002 and $2,717,114, respectively							$	9,410,039		$	9,346,041
Real estate under development								5,672			5,672
Investments in and advances to real estate joint ventures		509,448			504,209			592,791			590,694
Real estate under development		361,264			335,028
Other real estate investments		213,859			209,146			117,437			117,140
Mortgages and other financing receivables		22,538			23,197
Cash and cash equivalents		156,588			142,486			253,852			293,188
Marketable securities		14,044			8,101			767,989			706,954
Accounts and notes receivable, net		182,012			181,823			200,655			219,248
Operating lease right-of-use assets, net								101,433			102,369
Other assets		470,834			431,855			249,835			233,192
Total assets (1)	$	11,702,241		$	11,230,600		$	11,699,703		$	11,614,498

Liabilities:
Notes payable, net	$	4,700,423		$	3,927,251		$	5,045,868		$	5,044,208
Mortgages payable, net		850,848			1,139,117			295,613			311,272
Dividends payable		123,270			124,517			5,366			5,366
Operating lease liabilities								95,833			96,619
Other liabilities		603,417			549,888			510,704			470,995
Total liabilities (2)		6,277,958			5,740,773			5,953,384			5,928,460
Redeemable noncontrolling interests		16,139			86,953			17,852			15,784

Commitments and Contingencies

Stockholders' equity:
Preferred stock, $1.00 par value, authorized 6,017,400 and 6,029,100 shares, respectively, 32,000 shares issued and outstanding (in series) Aggregate liquidation preference $800,000		32			32
Common stock, $.01 par value, authorized 750,000,000 shares issued and outstanding 425,633,409 and 425,034,113 shares, respectively		4,256			4,250
Preferred stock, $1.00 par value, authorized 7,054,000 shares; Issued and outstanding (in series) 19,580 shares; Aggregate liquidation preference $489,500								20			20
Common stock, $.01 par value, authorized 750,000,000 shares; Issued and outstanding 433,448,386 and 432,518,743 shares, respectively								4,334			4,325
Paid-in capital		5,926,392			5,922,958			5,763,868			5,766,511
Cumulative distributions in excess of net income		(715,621	)		(676,867	)		(104,909	)		(162,812	)
Accumulated other comprehensive income		(1,727	)		5,766
Total stockholders' equity		5,213,332			5,256,139			5,663,313			5,608,044
Noncontrolling interests		194,812			146,735			65,154			62,210
Total equity		5,408,144			5,402,874			5,728,467			5,670,254
Total liabilities and equity	$	11,702,241		$	11,230,600		$	11,699,703		$	11,614,498

(1)	Includes restricted assets of consolidated variable interest entities (“VIEs”) at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 of ~~$647,230~~$101,947 and ~~$333,705,~~$102,482, respectively. See Footnote 611 of the Notes to Condensed Consolidated Financial Statements.
(2)	Includes non-recourse liabilities of consolidated VIEs at ~~September 30, 2017~~March 31, 2021 and December 31, ~~2016~~2020 of ~~$408,112~~$96,660 and ~~$176,216,~~$62,076, respectively. See Footnote 611 of the Notes to Condensed Consolidated Financial Statements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	Cumulative Distributions in Excess			Preferred Stock				Common Stock						Paid-in			Total Stockholders'			Noncontrolling			Total
	of Net Income			Issued		Amount		Issued			Amount			Capital			Equity			Interests			Equity
Balance at January 1, 2020	$	(904,679	)		20	$	20		431,815		$	4,318		$	5,765,233		$	4,864,892		$	64,015		$	4,928,907
Net income		90,100			-		0		-			0			0			90,100			289			90,389
Redeemable noncontrolling interests income		0			-		0		-			0			0			0			(262	)		(262	)
Dividends declared to common and preferred shares		(127,452	)		-		0		-			0			0			(127,452	)		0			(127,452	)
Distributions to noncontrolling interests		0			-		0		-			0			0			0			(555	)		(555	)
Issuance of common stock		0			0		0		921			9			(9	)		0			0			0
Surrender of restricted common stock		0			0		0		(274	)		(3	)		(5,156	)		(5,159	)		0			(5,159	)
Exercise of common stock options		0			0		0		63			1			980			981			0			981
Amortization of equity awards		0			-		0		-			0			5,729			5,729			0			5,729
Acquisition of noncontrolling interests		0			-		0		-			0			(19,500	)		(19,500	)		(609	)		(20,109	)
Balance at March 31, 2020	$	(942,031	)		20	$	20		432,525		$	4,325		$	5,747,277		$	4,809,591		$	62,878		$	4,872,469

Balance at January 1, 2021	$	(162,812	)		20	$	20		432,519		$	4,325		$	5,766,511		$	5,608,044		$	62,210		$	5,670,254
Net income		137,942			-		0		-			0			0			137,942			3,483			141,425
Redeemable noncontrolling interests income		0			-		0		-			0			0			0			(169	)		(169	)
Dividends declared to common and preferred shares		(80,039	)		-		0		-			0			0			(80,039	)		0			(80,039	)
Distributions to noncontrolling interests		0			-		0		-			0			0			0			(370	)		(370	)
Issuance of common stock		0			0		0		1,442			14			(14	)		0			0			0
Surrender of restricted common stock		0			0		0		(521	)		(5	)		(9,087	)		(9,092	)		0			(9,092	)
Exercise of common stock options		0			0		0		8			0			160			160			0			160
Amortization of equity awards		0			-		0		-			0			6,298			6,298			0			6,298
Balance at March 31, 2021	$	(104,909	)		20	$	20		433,448		$	4,334		$	5,763,868		$	5,663,313		$	65,154		$	5,728,467

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

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

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

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

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

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

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

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

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

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

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

Land	$	190,226
Buildings		293,355
Above-market leases		11,992
Below-market leases		(30,246	)
In-place leases		42,412
Building improvements		30,917
Tenant improvements		12,737
Mortgage fair value adjustment		(6,222	)
Other assets		5,090
Other liabilities		(3,302	)
Net assets acquired	$	546,959

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	2017			2018			2019			2020			2021			Thereafter			Total			Fair Value
Secured Debt
Fixed Rate	$	12.4		$	73.7		$	2.4		$	101.0		$	157.4		$	403.9		$	750.8		$	752.8
Average Interest Rate		9.41	%		4.99	%		5.29	%		5.35	%		5.39	%		4.29	%		4.81	%

Variable Rate	$	-		$	-		$	100.0		$	-		$	-		$	-		$	100.0		$	99.4
Average Interest Rate		-			-			2.60	%		-			-			-			2.60	%

Unsecured Debt
Fixed Rate	$	-		$	89.0		$	299.4		$	-		$	497.4		$	3,796.4		$	4,682.2		$	4,658.6
Average Interest Rate		-			4.30	%		6.88	%		-			3.20	%		3.52	%		3.72	%

Variable Rate	$	-		$	-		$	-		$	-		$	18.2		$	-		$	18.2		$	18.2
Average Interest Rate		-			-			-			-			2.10	%		-			2.10	%

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

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1, 2017 – January 31, 2017		12,364	$	25.34		-	$	-
February 1, 2017 - February 28, 2017		186,397	$	25.04		-		-
March 1, 2017 – March 31, 2017		452	$	23.38		-		-
April 1, 2017 – April 30, 2017		-	$	-		-		-
May 1, 2017 – May 31, 2017		15,625	$	18.90		-		-
June 1, 2017 – June 30, 2017		1,544	$	17.56		-		-
July 1, 2017 – July 31, 2017		1,824	$	19.51		-		-
August 1, 2017 – August 31, 2017		10,314	$	20.32		-		-
September 1, 2017 – September 30, 2017		916	$	19.62		-		-
Total		229,436	$	24.31		-	$	-