This report combines the quarterly reports on Form 10-Q for the quarterly period ended June 30, 2023, of Kimco Realty Corporation (the “Company”) and Kimco Realty OP, LLC (“Kimco OP”). Prior to January 1, 2023, the Company’s business was conducted through a predecessor entity also known as Kimco Realty Corporation (the “Predecessor”). On December 14, 2022, the Predecessor’s Board of Directors approved the entry into an Agreement and Plan of Merger (the “UPREIT Merger”) with the company formerly known as New KRC Corp., which was a Maryland corporation and wholly owned subsidiary of the Predecessor (the “Parent Company”), and KRC Merger Sub Corp., which was a Maryland corporation and wholly owned subsidiary of the Parent Company (“Merger Sub”), to effect the reorganization (the “Reorganization”) of the Predecessor’s business into an umbrella partnership real estate investment trust, or “UPREIT”.

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

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

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

The Parent Company is a real estate investment trust ("REIT") and is the sole member and managing member of Kimco OP. As of June 30, 2023, the Parent Company owned 100% of the outstanding limited liability company interests (the "OP Units") in Kimco OP.

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

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

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

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

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

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

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

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

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

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

Kimco Realty Corporation (the “Parent Company”) is a ~~Maryland corporation,~~real estate investment trust ("REIT"), of which substantially all of the Parent Company’s assets are held by, and substantially all of the Parent Company’s operations are conducted through, Kimco Realty OP, LLC (“Kimco OP”), either directly or through its subsidiaries, as the Parent Company’s operating company. The Parent Company is the sole managing member and exercises exclusive control over Kimco OP. As of June 30, 2023, the Parent Company owned 100% of the outstanding limited liability company interests (the "OP Units") in Kimco OP. The term “the Company”, means the Parent Company and Kimco OP, collectively.

The Company is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers ~~including~~and a growing portfolio of mixed-use assets. The ~~terms “Kimco,”~~Company’s portfolio is primarily concentrated in the ~~“Company,” “we,” “our”~~first-ring suburbs of the top major metropolitan markets, including those in high-barrier-to-entry coastal markets and ~~“us” each refers to Kimco Realty Corporation~~rapidly expanding Sun Belt cities, with a tenant mix focused on essential, necessity-based goods and ~~our subsidiaries, unless the context indicates otherwise.~~services that drive multiple shopping trips per week. The Company, its affiliates and related real estate joint ventures are engaged principally in the ownership, management, development and operation of open-air shopping centers, including mixed-use assets which, are anchored ~~generally~~primarily by grocery stores, off-price retailers, ~~home improvement centers,~~ discounters ~~and/~~or service-oriented tenants. Additionally, the Company provides complementary services that capitalize on the Company’s established retail real estate expertise. The Company’s mission is to create destinations for everyday living that inspire a sense of community and deliver value to our many stakeholders.

The Company elected status as a ~~Real Estate Investment Trust (a “REIT”)~~REIT for federal income tax purposes beginning in its taxable year ended December 31, ~~1991~~1992 and operates in a manner that enables the Company to maintain its status as a REIT. AsTo qualify as a REIT, ~~with respect to each taxable year,~~ the Company must meet several organizational and operational requirements, and is required to annually distribute at least 9090% ~~percent~~ of its net taxable income, ~~(excluding~~determined without regard to the dividends paid deduction and excluding any net capital ~~gain) and does~~ ~~not~~ ~~pay federal income taxes on~~gain. In addition, the ~~amount distributed to its shareholders. The~~ Company is ~~not~~ ~~generally~~will be subject to federal income ~~taxes if~~tax at regular corporate rates to the extent that it distributes less than ~~100~~100% ~~percent~~ of its net taxable ~~income. Most states where~~ income, including any net capital gains. In January 2023, the Company ~~holds investments~~consummated the Reorganization into an UPREIT structure as described in ~~real estate conform~~the Explanatory Note at the beginning of this Quarterly Report on Form 10-Q. If, as the Company believes, it is organized and operates in such a manner so as to qualify and remain qualified as a REIT under the Code, the Company, generally will not be subject to U.S. federal ~~rules recognizing REITs. Certain~~income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income, as defined in the Code. The Company maintains certain subsidiaries that have made a joint ~~election~~elections with the Company to be treated as taxable REIT subsidiaries (“TRSs”), ~~which~~that permit the Company to engage through such TRSs in certain business activities ~~which~~that the REIT may not conduct directly. A TRS is subject to federal and state income taxes on its income, and the Company includes, when applicable, a provision for taxes in its 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.~~

On ~~August 3, 2021,~~ Weingarten Realty Investors (“Weingarten”) merged with and into the Company, with the Company continuing as the surviving public company (the “Merger”), pursuant to the definitive merger agreement (the “Merger Agreement”) between the Company and Weingarten, entered into on ~~April 15, 2021.~~ Under the terms of the Merger Agreement, each Weingarten common share was entitled to 1.408 newly issued shares of the Company’s common stock plus $2.20 in cash, subject to certain adjustments specified in the Merger Agreement.

~~See Footnote~~ 3 ~~of the Company’s Condensed Consolidated Financial Statements for further disclosure regarding the Merger transaction.~~

The economy continues to face several issues including ~~the~~inflation risk, liquidity constraints, lack of qualified employees, ~~inflation risk,~~tenant bankruptcies and supply chain issues, ~~and new coronavirus disease~~ ~~2019~~ ~~(“COVID-~~~~19”~~~~) variants,~~ which could impact the Company and its tenants. In response to the rising rate of inflation the Federal Reserve has steadily increased interest rates, and may continue to increase interest rates, until the rate of inflation begins to decrease. These increases in interest rates could adversely impact the business and financial results of the Company and its tenants. In addition, ~~to the rising rate of inflation,~~ slower economic growth and the potential for a recession could have an adverse effect on the Company and its tenants. This could negatively affect the overall demand for retail space, including the demand for leasable space in the Company’s properties. As a result, the Company could feel pricing pressure on rents that it is able to charge to new or renewing tenants, such that future rents and rent spreads could be negatively impacted. Any of these events could materially adversely impact the Company’s business, financial condition, results of operations or stock price. The Company continues to monitor economic, financial, and social conditions ~~including the effects of the COVID-~~19 ~~pandemic,~~ and will assess its asset portfolio for any impairment indicators. If the Company determines that any of its assets are impaired, the Company would be required to take impairment charges, and such amounts could be material.

This report combines the quarterly reports on Form 10-Q for the quarterly period ended June 30, 2023, of the Parent Company and Kimco OP into this single report. The accompanying Condensed Consolidated Financial Statements include the accounts of the ~~Company.~~Parent Company and Kimco OP and their consolidated subsidiaries. The Reorganization resulted in a merger of entities under common control in accordance with accounting principles generally accepted in the United States (“GAAP”). Accordingly, the accompanying consolidated financial statements including the notes thereto, are presented as if the Reorganization had occurred at the earliest period presented. The Company’s subsidiaries include subsidiaries which are wholly owned or which the Company has a controlling interest, including where the Company has been determined to be a primary beneficiary of a variable interest entity (“VIE”) in accordance with the consolidation guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). All inter-company balances and transactions have been eliminated in consolidation. 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 Annual Report on Form 10-K for the year ended December 31, 2022, as certain disclosures in this Quarterly Report ~~on Form~~ 10~~-Q for the quarterly period ended~~ ~~September 30, 2022~~ that would duplicate those included in ~~the~~such Annual Report on Form 10-K are not included in these Condensed Consolidated Financial Statements.

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in its Condensed Consolidated Financial ~~Statements (see Footnote~~Statements.

Certain amounts in the prior period have been reclassified in order to conform to the current period’s presentation. For comparative purposes, for the 22six ofmonths ended June 30, 2022, the Company reclassified certain cash flows (used for)/provided by operating activities on the Company’s Condensed Consolidated ~~Financial Statements).~~

The following table represents an Accounting Standards Update (“ASU”) to the FASB’s ASCs that, as of ~~September~~June 30, ~~2022,~~2023, ~~are~~is not yet effective for the Company and for which the Company has not elected early adoption, where permitted:

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

~~The following ASU to the FASB’s ASC has been adopted by the Company as of the date listed:~~

On ~~August 3, 2021,~~ Weingarten merged with and into the Company, with the Company continuing as the surviving public company. Under the terms of the Merger Agreement, each Weingarten common share was entitled to 1.408 newly issued shares of the Company’s common stock plus $2.20 in cash, subject to certain adjustments specified in the Merger Agreement.

~~The following highlights the Company’s significant activity upon completion of the $4.1 billion strategic Merger with Weingarten on~~ ~~August 3, 2021:~~

Revenues from rental properties, net and Net income available to the Company's common shareholders in the Company's Condensed Consolidated Statements of Income includes revenues of $73.5 million and net income of $9.9 million (excluding ~~$50.2~~ ~~million of merger related charges), respectively, resulting from the Merger during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021.~~

~~The pro forma financial information set forth below is based upon the Company’s historical Condensed Consolidated Statements of Income for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~adjusted to give effect as if the Merger occurred as of~~ ~~January 1, 2020.~~ ~~The pro forma financial information is presented for informational purposes only and~~ ~~may~~ ~~not~~ ~~be indicative of what actual results of income would have been, nor does it purport to represent the results of income for future periods. (Amounts presented in millions, except per share figures).~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company acquired the following operating properties, through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests in certain operating properties held in an unconsolidated joint venture (in thousands):

Included in the Company’s Condensed Consolidated Statements of Operations is $6.7 million in total revenues from the date of acquisition through June 30, 2023, for operating properties acquired/consolidated during the six months ended June 30, 2023.

The purchase price for these acquisitions was allocated to real estate and related intangible assets and liabilities acquired, as applicable, in accordance with our accounting policies for asset acquisitions. The purchase price allocation for properties ~~acquired~~acquired/consolidated during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, is as follows (in thousands):

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company acquired ~~the following operating properties, through direct asset purchases (in thousands):~~

* Consists of the fair value of the assets acquired which exceeded thefour parcels for an aggregate 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~~$23.2 million, in ~~accordance with ASC~~ ~~842,~~~~Leases~~ ~~at closing. The prepayment of rent was amortized over the initial term of the lease through Revenues from rental properties, net on the Company's Condensed Consolidated Statements of Income.~~

~~The two distribution centers were purchased through a TRS of the Company during~~ ~~January 2021,~~ ~~and they were subsequently sold in~~ ~~June 2021~~ ~~and are included in the~~ ~~Dispositions~~ ~~disclosure below. Included in the Company's Condensed Consolidated Statements of Income is $3.2 million in total revenues from the date of acquisition through the date of disposition for these~~ ~~two~~ ~~operating properties.~~

~~Included in the Company’s Condensed Consolidated Statements of Income is $3.2 million in total revenues from the date of acquisition through~~ ~~September 30, 2022~~ ~~and~~ ~~2021,~~ ~~respectively, for operating properties acquired during each of the respective years.~~separate transactions.

The table below summarizes the Company’s disposition activity relating to consolidated operating properties and parcels for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (dollars in millions):

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company recognized aggregate impairment charges of $11.8 million related to adjustments to property carrying values for properties which the Company is marketing for sale as part of ~~$21.8 million, before noncontrolling interests of $15.8 million.~~its select capital recycling program and as such, has adjusted the anticipated hold period for such properties. The Company’s estimated fair values of these ~~assets~~properties were primarily based upon estimated sales prices from signed contracts ~~which were less than~~or letters of intent from third party offers. See Footnote 13 to the ~~carrying~~Notes to the Company’s Condensed Consolidated Financial Statements for fair value ~~of the assets.~~disclosure.

The Company has investments in and advances to various real estate joint ventures. These joint ventures are engaged primarily in the operation of shopping centers which are either owned or held under long-term operating leases. The Company and the joint venture partners have joint approval rights for major decisions, including those regarding property operations. As such, the Company holds noncontrolling interests in these joint ventures and accounts for them under the equity method of accounting. The Company manages certain of these joint venture investments and, where applicable, earns acquisition fees, leasing commissions, property management fees, asset management fees and construction management fees. The table below presents unconsolidated joint venture investments for which the Company held an ownership interest at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (dollars in millions):

* Representing 112 property interests and 22.6 million square feet of GLA, as of ~~September 30, 2022,~~ ~~and 120 property interests and 24.7 million square feet of GLA, as of~~ ~~December 31, 2021.~~

The table below presents the Company’s share of net income for the above investments, which is included in Equity in income of joint ventures, net on the Company’s Condensed Consolidated Statements of ~~Income~~Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (in millions):

During the ~~nine~~six months ended ~~September~~June 30, 2023, the Company acquired the remaining 85% interest in three operating properties from Prudential Investment Program, in separate transactions, with an aggregate gross fair value of $150.7 million. The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as a result, recognized net gains on change in control of interests of $7.7 million, in aggregate, resulting from the fair value adjustments associated with the Company’s previously held equity interests. See Footnote 3 of the Notes to Condensed Consolidated Financial Statements for the operating properties acquired by the Company.

During the six months ended June 30, 2022, certain of the Company’s real estate joint ventures disposed of ~~eight~~six properties and a land parcel, in separate transactions, for an aggregate sales price of ~~$326.5~~$268.6 million. These transactions resulted in an aggregate net gain to the Company of ~~$37.3~~$29.8 million for the ~~nine~~six months ended ~~September~~June 30, 2022.

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ certain of the Company’s real estate joint ventures disposed of two properties, in separate transactions, for an aggregate sales price of $53.7 million. These transactions resulted in an aggregate net gain to the Company of $4.2 million for the ~~nine~~ ~~months ended~~ ~~September 30, 2021.~~

The table below presents debt balances within the Company’s unconsolidated joint venture investments for which the Company held noncontrolling ownership interests at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 (dollars in millions):

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~~program, which is included in Other investments on the Company's Condensed Consolidated Balance Sheets. In addition, the Company has invested capital in structured investments which are primarily accounted for on the equity ~~investments is primarily limited to its net investment.~~method of accounting. As of ~~September~~June 30, ~~2022,~~2023, the Company’s other investments were $136.6 million, of which the Company’s net investment under the Preferred Equity ~~Program~~program was ~~$69.6 million relating to 13 properties.~~ $96.7 million.

During ~~the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022~~ ~~and~~ ~~2021,~~2023, the Company ~~recognized net income of $14.8 million~~contributed a land parcel and ~~$8.5 million from its~~related entitlements, located in Admore, PA, into a preferred equity ~~investments, respectively. These amounts are included~~investment with a gross value of $19.6 million. As a result, the Company no longer consolidates this land parcel and has a non-controlling interest in ~~Equity in income~~this investment. As of ~~other investments, net on~~ June 30, 2023, the Company’s ~~Condensed Consolidated Statements of Income.~~investment was $27.1 million.

The amortized cost and unrealized gains, net of marketable securities as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, are as follows (in thousands):

The Company’s net gains/(losses) on marketable securities for three and six months ended June 30, 2023 and 2022, is as follows (in thousands):

During the ~~three~~six months ended ~~September~~June 30, ~~2022~~2023, ~~and~~ ~~2021,~~the Company sold 14.1 million shares of Albertsons Companies Inc. (“ACI”) held by the Company, generating net proceeds of $282.3 million. For tax purposes, the Company recognized ~~net unrealized losses~~a long-term capital gain of $241.2 million. The Company anticipates retaining the proceeds from this stock sale for general corporate purposes and will pay federal and state taxes of $61.0 million on ~~marketable securities~~the taxable gain. As of ~~$75.5~~June 30, 2023, the Company held 14.2 million ~~and net unrealized gains on marketable securities~~shares of ~~$457.1 million, respectively. During~~ACI, which had a value of $310.1 million.

In addition, during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, ~~and~~ ~~2021,~~the Company received $194.1 million representing its share of an ACI special dividend payment and recognized net unrealized losses on marketable securities of $215.2 million and net unrealized gains on marketable securities of $542.5 million, respectively. These net unrealized gains and losses are included in (Loss)/gain on marketable securities, netthis as Special dividend income on the Company’s Condensed Consolidated Statements of ~~Income. See Footnote 22~~Operations. As a result, the Company anticipates it may need to make a special dividend payment to maintain its compliance with REIT distribution requirements. The payment of this special dividend may be in the ~~Company's Condensed Consolidated Financial Statements for additional information~~form of cash, common stock or some combination thereof. The Company’s determination regarding ~~subsequent events.~~any such special dividend and the form thereof will be announced during the year ending December 31, 2023.

The components of accounts and notes receivable, net of potentially uncollectible amounts as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, are as follows (in thousands):

The Company’s primary source of revenues is derived from lease agreements, which includes rental income and expense reimbursement. The Company’s lease income is comprised of minimum base rent, expense reimbursements, percentage rent, lease termination fee income, ancillary income, amortization of above-market and below-market rent adjustments and straight-line rent adjustments.

The disaggregation of the Company’s lease income, which is included in Revenues from rental properties, net on the Company’s Condensed Consolidated Statements of ~~Income,~~Operations, as either fixed or variable lease income based on the criteria specified in ASC 842, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, is as follows (in thousands):

The Company currently leases real estate space under non-cancelable operating lease agreements for ground leases and administrative office leases. The Company’s operating leases have remaining lease terms ranging from less than one to ~~63.3~~62.5 years, some of which include options to extend the terms for up to an additional 75 years.

The weighted-average remaining non-cancelable lease term and weighted-average discount rates for the Company’s operating and finance leases as of ~~September~~June 30, ~~2022~~2023 were as follows:

The components of the Company’s lease expense, which are included in interest expense, rent expense and general and administrative expense on the Company’s Condensed Consolidated Statements of ~~Income~~Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, were as follows (in thousands):

At ~~September 30, 2022,~~ ~~the Company had a property classified as held-for-sale at a net carrying amount of $12.4 million (including accumulated depreciation and amortization of $0.9 million).~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company provided, as a lender, the following mortgage loans and other financing receivables (dollars in millions):

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022,~~ ~~the Company received $38.1 million of partial and full repayments relating to three mortgage loans with interest rates ranging from 8.00% to 12.50%, and maturity dates ranging from~~ ~~July 2022~~ to ~~September 2027.~~

~~The~~In February 2023, the Company ~~has~~obtained a new $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which replaced the Company’s existing $2.0 billion unsecured revolving credit facility which was scheduled to mature in March 2024. The Credit Facility is scheduled to expire in March ~~2024,~~2027 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March ~~2025.~~2028. The Credit Facility is guaranteed by the Parent Company. The Credit Facility could be increased to $2.75 billion through an accordion feature. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. In ~~July 2022,~~ ~~the Company amended the Credit Facility to (i) replace LIBOR borrowings with Secured Overnight Financing Rate (“SOFR”) borrowings, (ii) supplement the sustainability grid with an additional~~ ~~one~~ ~~basis point reduction of applicable margin if certain criteria as defined in the Credit Facility are met, (iii) add a leverage metric test which, if met, reduces the applicable margin by~~ ~~five~~ basis points and (iv) obtain pre-approval of a possible organizational conversion to an UPREIT structure. The Company achieved such sustainability metric targets, which effectively reduced the rate on the Credit Facility by ~~two~~ ~~basis points.~~ The Credit Facility ~~which~~ accrues interest at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus ~~75.5~~77.5 basis points ~~(3.85%~~and fluctuates in accordance with the Company’s credit ratings. The interest rate can be further adjusted upward or downward by a maximum of four basis points (as of June 30, 2023, a two-basis point reduction was achieved) based on the sustainability metric targets, as defined in the agreement (5.92% as of ~~September~~June 30, ~~2022),~~2023). ~~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~~continues to be subject to the same covenants ~~requiring~~under the ~~maintenance~~Company’s prior unsecured revolving credit facility. For a full description of ~~(i) maximum indebtedness ratios~~the Credit Facility’s covenants refer to the Amended and ~~(ii) minimum interest and fixed charge coverage ratios.~~ Restated Credit Agreement dated as of February 23, 2023, filed as Exhibit 10.20 in our Annual Report on Form 10-K for the year ended December 31, 2022. As of ~~September~~June 30, ~~2022,~~2023, the Credit Facility had anno outstanding balance, ~~of $128.0 million,~~no appropriations for letters of credit ~~of $1.2 million~~ and the Company was in compliance with its covenants.

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022,~~ ~~the Company issued the following series of senior unsecured notes (dollars in millions):~~

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022,~~ ~~the Company fully repaid the following senior unsecured notes (dollars in millions):~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company (i) ~~obtained a $19.0~~assumed $37.2 million of individual non-recourse mortgage ~~relating to~~debt through the acquisition of two operating properties, which it subsequently repaid in March 2023 and (ii) repaid $12.0 million of mortgage debt that encumbered a consolidated joint venture operating ~~property and (ii) repaid $158.4 million of mortgage debt (including fair market value adjustment of $0.5 million) that encumbered~~ 11 ~~operating properties.~~property.

Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or having determined that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB’s Consolidation guidance. The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s 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.~~

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022,~~ a consolidated joint venture, which the Company had a 15% controlling interest, disposed of five properties (encumbered by $42.8 million of mortgage debt, in aggregate) for a sales price of $105.5 million, in aggregate. The Company recognized impairment charges of $19.0 million, before the partner's $15.8 million noncontrolling interests share of the impairment. As a result of this transaction the noncontrolling partner received a distribution of $50.3 million.Operations.

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 ~~Stockholders'~~Stockholders’ 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (in thousands):

Included within the Company’s ~~consolidated~~ operating properties at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are 32 ~~and 34~~ consolidated entities, ~~respectively,~~ that are VIEs for which the Company is the primary beneficiary. These entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At ~~September~~June 30, 2023, total assets of these VIEs were $1.8 billion and total liabilities were $186.2 million. At December 31, 2022, total assets of these VIEs were ~~$1.4~~$1.8 billion and total liabilities were ~~$100.3 million. At~~ ~~December 31, 2021,~~ ~~total assets of these VIEs were $1.6 billion and total liabilities were $153.9~~$199.1 million.

The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has not provided financial support to any of these VIEs that it was not previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity may experience.

All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). The assets of the unencumbered VIEs are not restricted for use to settle only the obligations of these VIEs. The remaining VIE assets are encumbered by third-party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The table below summarizes the consolidated VIEs and the classification of the Restricted Assets and VIE Liabilities on the Company’s Condensed Consolidated Balance Sheets as follows (dollars in millions):

Included in the Company’s preferred equity investments at June 30, 2023, is an unconsolidated development project which is a VIE for which the Company is not the primary beneficiary. This preferred equity investment was primarily established to develop real estate property for long-term investment and was deemed a VIE primarily based on the fact that the equity investment at risk was not sufficient to permit the entity to finance its activities without additional financial support. The initial equity contributed to this entity was not sufficient to fully finance the real estate construction as development costs are funded by the partners over the construction period. The Company determined that it was not the primary beneficiary of this VIE based on the fact that the Company has shared control of this entity along with the entity’s partners and therefore does not have a controlling financial interest.

As of June 30, 2023, the Company’s investment in this VIE was $27.1 million, which is included in Other investments on the Company’s Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its involvement with this VIE is estimated to be $34.3 million, which is the capital commitment obligation. The Company has not provided financial support to this VIE that it was not previously contractually required to provide. All future costs of development will be funded with capital contributions from the Company and the outside partner in accordance with their respective ownership percentages and construction loan financing.

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. The fair value for embedded derivative liability is based on using the “with-and-without” method. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

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

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

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

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

The tables below ~~presents~~present the Company’s financial assets and liabilities measured at fair value on a recurring basis at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands):

The ~~table below presents assets~~significant unobservable input (Level 3 inputs) used in measuring the Company’s embedded derivative liability, which is categorized with Level 3 of the fair value hierarchy as of June 30, 2023 and December 31 2022, is the discount rate of 8.00%.

Assets measured at fair value on a non-recurring basis at ~~December 31, 2021 (~~June 30, 2023 inare as follows (in thousands):

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company recognized impairment charges related to adjustments to property carrying values of ~~$21.8 million, before noncontrolling interests of $15.8~~$11.8 million. The Company’s estimated fair values of these assets were primarily based upon estimated sales prices from ~~signed contracts or~~ letters of intent from third-party offers, which were less than the carrying value of the assets. The Company does not have access to the unobservable inputs used to determine the estimated fair values of third-party offers. Based on these inputs, the Company determined that its valuation of these investments was classified within Level 3 of the fair value hierarchy.

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 (together with the 2020 Plan, the “Plans”) that expired in March 2020. The 2020 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards. At ~~September~~June 30, ~~2022,~~2023, the Company had ~~6.9~~4.9 million shares of common stock available for issuance under the 2020 Plan.

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

The Company recognized expenses associated with its equity awards of ~~$20.2~~$17.5 million and ~~$18.0~~$14.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. As of ~~September~~June 30, ~~2022,~~2023, the Company had ~~$49.6~~$67.3 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~~3.0 years.

The Company’s Board of Director’s authorized the repurchase of up to ~~900,000~~894,000 depositary shares of Class L preferred stock and ~~1,058,000~~1,048,000 depositary shares of Class M preferred stock, representing up to ~~1,958~~1,942 shares of the Company’s preferred stock, par value $1.00 per share, through December 31, ~~2022.~~2023. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company repurchased the following preferred stock:

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

The Company has a ~~common~~ share repurchase program, which is scheduled to expire February 29, 2024. Under this program, the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million. The Company did not repurchase any shares under the ~~common~~ share repurchase program during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. As of ~~September~~June 30, ~~2022,~~2023, the Company had $224.9 million available under this common share repurchase program.

The following schedule summarizes the non-cash investing and financing activities of the Company for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 (in thousands):

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

The Company has issued letters of credit in connection with the completion and repayment guarantees primarily on certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At ~~September~~June 30, ~~2022,~~2023, these letters of credit aggregated ~~$44.2~~$39.8 million.

The Company has investments with funding commitments of ~~$27.5~~$64.7 million, of which ~~$13.1~~$45.5 million has been funded as of ~~September~~June 30, ~~2022.~~2023.

The Parent Company guarantees the debt securities of Kimco OP. These guarantees by the Parent Company are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such guaranteed debt securities.

In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of ~~September~~June 30, ~~2022,~~2023, there were ~~$18.5~~$17.4 million in performance and surety bonds outstanding.

~~In connection with the Merger, the~~The Company ~~now~~ provides a guaranty for the payment of any debt service shortfalls on the Sheridan Redevelopment Agency issued Series A bonds which are tax increment revenue bonds issued in connection with a development project in Sheridan, Colorado. These tax increment revenue bonds have a balance of ~~$49.7~~$45.5 million outstanding at ~~September~~June 30, ~~2022.~~2023. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ~~("PIF"~~(“PIF”) to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The revenue generated from incremental sales, property taxes and PIF have satisfied the debt service requirements to date. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.

The Company is subject to various other legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Company taken as a whole as of ~~September~~June 30, ~~2022.~~2023.

As part of the Merger, the Company assumed sponsorship of Weingarten’s noncontributory qualified cash balance retirement plan (“the Benefit Plan”). At the date of the Merger, the Benefit Plan was frozen and as a result no ~~new benefits will be offered to employees who were~~ ~~not~~ ~~already part of the Benefit Plan on the Merger date. The Benefit Plan was terminated as of~~ ~~December 31, 2021.~~ In connection with the termination, the Benefit Plan maintains a separate account for each participant. Annual additions to each participant’s account includes an interest credit of 4.5% as the service credit was suspended upon the freeze. The participant data used in determining the liabilities and costs for the Benefit Plan was determined as of ~~September 30, 2022.~~

The following table summarizes the measurement changes in the Benefit Plan’s projected benefit obligation, plan assets and funded status, as well as the components of net periodic benefit costs, including key assumptions, from ~~January 1, 2022~~ ~~through~~ ~~September 30, 2022 (~~~~in thousands):~~

~~The weighted-average assumptions used to determine the benefit obligation as of~~ ~~September 30, 2022~~ ~~are as follows:~~

The selection of the discount rate is made after comparison to yields based on cash investments. The long-term rate of return is a composite rate for the Benefit Plan. It is derived as the sum of the percentages invested in each principal asset class included in the portfolio multiplied by their respective expected rates of return. The Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the Benefit Plan portfolio. This analysis resulted in the selection of 1.00% as the long-term rate of return assumption for the ~~nine~~ ~~months ended~~ ~~September 30, 2022.~~

~~No contributions have been made and~~ ~~none~~ ~~are anticipated to be made to the Benefit Plan during~~ ~~2022.~~

The following table displays the change in the components of AOCI for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022:

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):

The ~~Company's~~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'~~shares’ participation rights in undistributed earnings.

~~As of~~ ~~September 30, 2022,~~ ~~the Company held 39.8 million shares in Albertsons Companies, Inc. (“ACI”) with a fair value of $990.4 million. On~~ ~~October 14, 2022,~~ The Kroger Co. (“Kroger”) and ACI announced a definitive merger agreement (“ACI Merger”), with Kroger continuing as the surviving public company. In connection with the ACI Merger, ACI announced a $6.85 per share special cash dividend payable on ~~November 7, 2022~~ ~~to ACI shareholders of record as of the close of business on~~ ~~October 24, 2022.~~ ~~Subsequent to the ACI Merger announcement, in~~ ~~October 2022,~~ the Company sold 11.5 million of its shares in ACI, generating net proceeds of approximately $301.1 million. The Company still retains 28.3 million shares of ACI, of which 28.0 million shares are subject to certain contractual lock-up provisions that expire in ~~May 2023.~~ As a result of the anticipated special cash dividend from ACI (estimated to be $194.1 million to the Company), the Company is expecting to make a special dividend in connection with maintaining compliance with its REIT distribution requirements. A special dividend by the Company ~~may~~ ~~take the form of cash or some combination of cash and the Company's common stock. The Company’s determination regarding any such special dividend and the form thereof will be announced by year end.~~

Item 2. ~~Management's~~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 ~~Kimco Realty Corporation (the “Company”)~~the Company contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as ~~amended.~~amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,” “will,” “target,” “plan”, “forecast” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the impact of competition, including the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, ~~(iii)~~(iv) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure of multiple tenants to occupy their premises in a shopping center, ~~(iv)~~(v) the potential impact of e-commerce and other changes in consumer buying practices, and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, ~~(v)~~(vii) the Company’s ability to raise capital by selling its assets, ~~(vi)~~(viii) disruptions and increases in operating costs due to inflation and supply chain issues, ~~(vii)~~(ix) risks ~~related to future opportunities~~associated with the development of mixed-use commercial properties, including risks associated with the development, and ~~plans for the combined company, including the uncertainty~~ownership of expected future financial performance and results of the combined company following the merger between Kimco and Weingarten Realty Investors (the “Merger”), (viii) the possibility that, if the Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of the Company’s common stock could decline, (ix)non-retail real estate, (x) changes in governmental laws and regulations, including, but not limited to changes in data privacy, environmental (including climate change), safety and health laws, and management’s ability to estimate the impact of such changes, ~~(x)~~(xi) valuation and risks related to the Company’s joint venture and preferred equity investments and other investments, ~~(xi)~~(xii) valuation of marketable securities and other investments, including the shares of Albertsons Companies, Inc. common stock held by the Company, ~~(xii)~~(xiii) impairment charges, ~~(xiii)~~(xiv) criminal cybersecurity attacks disruption, data loss or other security incidents and breaches, (xv) impact of natural disasters and weather and climate-related events, (xvi) pandemics or other health crises, such as coronavirus disease 2019 (“COVID-19”), ~~(xiv)~~(xvii) our ability to attract, retain and motivate key personnel, (xviii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, ~~(xv)~~(xix) the level and volatility of interest rates and management’s ability to estimate the impact thereof, ~~(xvi)~~(xx) changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, ~~(xvii)~~(xxi) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity, and ~~(xviii)~~(xxii) the Company’s ability to continue to maintain its status as a REIT for federal income tax purposes and potential risks and uncertainties in connection with its UPREIT structure, and (xxiii) the other risks and uncertainties identified under Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. 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 in ~~the Current Reports on Form 8-K that the Company files~~other filings 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 Overview

Kimco Realty Corporation is a REIT, of which substantially all of the Company’s assets are held by, and substantially all of the Company’s operations are conducted through, Kimco OP, either directly or through its subsidiaries, as the Company’s operating company. The Company is the sole managing member and exercises exclusive control over Kimco OP. As of June 30, 2023, the Parent Company owned 100% of the outstanding limited liability company interests (the “OP Units”) in Kimco OP.

The Company, a Maryland corporation, is North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers ~~including~~and a growing portfolio of mixed-use assets. 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.

Table of Contents

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~~June 30, ~~2022,~~2023, the Company had interests in ~~526~~528 U.S. shopping center properties, aggregating ~~90.8~~90.1 million square feet of gross leasable area (“GLA”), located in 28 states. In addition, the Company had 2421 other property interests, primarily through the Company’s preferred equity investments and other investments, totaling ~~5.7~~5.5 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 Company’s primary business objective is to be the premier owner and operator of open-air, grocery-anchored shopping centers, ~~including~~and a growing portfolio of mixed-use assets, in the U.S. The Company believes it can achieve this objective by:

●

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

~~Table of Contents~~

●

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

●

improving debt metrics and upgraded unsecured debt ratings

●

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

●

increasing the number of entitlements for residential use.

~~Weingarten Merger~~

On August 3, 2021, Weingarten Realty Investors (“Weingarten”) merged with and into the Company, with the Company continuing as the surviving public company. The Merger brought together two industry-leading retail real estate platforms with highly complementary portfolios and created the preeminent open-air shopping center and mixed-use real estate owner in the U.S. As a result of the Merger, the Company acquired 149 properties, including 30 held through joint venture programs. The increased scale in targeted growth markets, coupled with a broader pipeline of redevelopment opportunities, has positioned the combined company to create significant value for its shareholders.

Economic Conditions ~~and the COVID-19 Pandemic~~

The economy continues to face several issues including inflation risk, liquidity constraints, the lack of qualified employees, ~~inflation risk,~~tenant bankruptcies and supply chain issues, ~~and new COVID-19 variants,~~ which could impact the Company and its tenants. In response to the rising rate of inflation the Federal Reserve has steadily increased interest rates, and may continue to increase interest rates, until the rate of inflation begins to decrease. These increases in interest rates could adversely impact the business and financial results of the Company and its tenants. In addition, ~~to the rising rate of inflation,~~ slower economic growth and the potential for a recession could have an adverse effect on the Company and its tenants. This could negatively affect the overall demand for retail space, including the demand for leasable space in the Company’s properties. As a result, the Company could feel pricing pressure on rents that it is able to charge to new or renewing tenants, such that future rents and rent spreads could be negatively impacted.

Any of these events could materially adversely impact the Company’s business, financial condition, results of operations or stock price. The Company continues to monitor economic, financial, and social conditions ~~including the effects of the COVID-19 pandemic,~~ and will assess its asset portfolio for any impairment indicators. If the Company determines that any of its assets are impaired, the Company would be required to take impairment charges, and such amounts could be material. ~~The Company did not incur any impairment charges during the nine months ended September 30, 2022, relating to changes in economic conditions or COVID-19.~~

Effects of Inflation

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

~~Hurricane Impact~~

~~The Company did not incur significant damage to its properties as a result of Hurricane Ian, which primarily hit Florida and South Carolina in September 2022.~~

Table of Contents

Results of Operations

Comparison of the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

The following table presents the comparative results from the Company’s Condensed Consolidated Statements of ~~Income~~Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding periods in ~~2021~~2022 (in thousands, except per share data):

	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended June 30,									Six Months Ended June 30,
	2022			2021			Change			2022			2021			Change			2023			2022			Change			2023			2022			Change
Revenues
Revenues from rental properties, net	$	429,042		$	364,694		$	64,348		$	1,274,969		$	929,297		$	345,672		$	439,008		$	423,273		$	15,735		$	877,346		$	845,927		$	31,419
Management and other fee income		4,361			3,913			448			12,881			10,634			2,247			3,832	��		3,925			(93	)		8,386			8,520			(134	)
Operating expenses
Rent (1)		(3,703	)		(3,678	)		(25	)		(11,854	)		(9,706	)		(2,148	)		(4,145	)		(4,070	)		(75	)		(8,158	)		(8,151	)		(7	)
Real estate taxes		(55,578	)		(50,594	)		(4,984	)		(165,967	)		(129,124	)		(36,843	)		(57,621	)		(56,075	)		(1,546	)		(115,127	)		(110,389	)		(4,738	)
Operating and maintenance (2)		(71,457	)		(52,063	)		(19,394	)		(210,466	)		(145,480	)		(64,986	)		(75,073	)		(69,784	)		(5,289	)		(150,315	)		(139,009	)		(11,306	)
General and administrative (3)		(29,677	)		(25,904	)		(3,773	)		(87,606	)		(75,136	)		(12,470	)		(32,734	)		(27,981	)		(4,753	)		(67,483	)		(57,929	)		(9,554	)
Impairment charges		(7,067	)		(850	)		(6,217	)		(21,758	)		(954	)		(20,804	)		-			(14,419	)		14,419			(11,806	)		(14,691	)		2,885
Merger charges		-			(46,998	)		46,998			-			(50,191	)		50,191
Depreciation and amortization		(125,419	)		(114,238	)		(11,181	)		(380,324	)		(261,687	)		(118,637	)		(129,245	)		(124,611	)		(4,634	)		(255,546	)		(254,905	)		(641	)
Gain on sale of properties		3,821			1,975			1,846			10,958			30,841			(19,883	)		13,170			2,944			10,226			52,376			7,137			45,239
Other income/(expense)
Special dividend income																				-			-			-			194,116			-			194,116
Other income, net		6,226			6,696			(470	)		18,851			11,834			7,017			7,571			6,642			929			10,703			12,625			(1,922	)
(Loss)/gain on marketable securities, net		(75,491	)		457,127			(532,618	)		(215,194	)		542,510			(757,704	)
Gain/(loss) on marketable securities, net																				14,561			(261,467	)		276,028			4,417			(139,703	)		144,120
Interest expense		(52,391	)		(52,126	)		(265	)		(165,876	)		(146,654	)		(19,222	)		(60,674	)		(56,466	)		(4,208	)		(121,980	)		(113,485	)		(8,495	)
Early extinguishment of debt charges		(428	)		-			(428	)		(7,658	)		-			(7,658	)		-			(57	)		57			-			(7,230	)		7,230
Benefit/(provision) for income taxes, net		1,039			(314	)		1,353			1,096			(2,897	)		3,993
(Provision)/benefit for income taxes, net																				(31,027	)		(96	)		(30,931	)		(61,856	)		57			(61,913	)
Equity in income of joint ventures, net		26,360			20,025			6,335			94,060			54,095			39,965			17,128			44,130			(27,002	)		41,332			67,700			(26,368	)
Equity in income of other investments, net		6,733			1,539			5,194			15,491			10,365			5,126			4,519			3,385			1,134			6,641			8,758			(2,117	)
Net loss/(income) attributable to noncontrolling interests		1,583			(1,465	)		3,048			14,152			(5,369	)		19,521
Net (income)/loss attributable to noncontrolling interests																				(2,644	)		11,226			(13,870	)		(6,657	)		12,569			(19,226	)
Preferred dividends, net		(6,307	)		(6,354	)		47			(18,911	)		(19,062	)		151			(6,200	)		(6,250	)		50			(12,451	)		(12,604	)		153
Net income available to the Company's common shareholders	$	51,647		$	501,385		$	(449,738	)	$	156,844		$	743,316		$	(586,472	)
Net income available to the Company's common shareholders:
Net income/(loss) available to the Company's common shareholders																			$	100,426		$	(125,751	)	$	226,177		$	383,938		$	105,197		$	278,741
Net income/(loss) available to the Company's common shareholders:
Diluted per common share	$	0.08		$	0.91		$	(0.83	)	$	0.25		$	1.56		$	(1.31	)	$	0.16		$	(0.21	)	$	0.37		$	0.62		$	0.17		$	0.45

(1)

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

(2)

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

(3)

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

Net income available to the Company’s common shareholders was ~~$51.6~~$100.4 million for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to ~~$501.4~~net loss available to the Company’s common shareholders of $125.8 million for the comparable period in ~~2021.~~2022. On a diluted per common share basis, net ~~income~~income/(loss) available to the Company’s common shareholders for the three months ended ~~September~~June 30, ~~2022~~2023 was ~~$0.08~~$0.16 as compared to ~~$0.91~~$(0.21) for the comparable period in ~~2021.~~2022.

Net ~~income~~income/(loss) available to the Company’s common shareholders was ~~$156.8~~$383.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to ~~$743.3~~$105.2 million for the comparable period in ~~2021.~~2022. On a diluted per common share basis, net ~~income~~income/(loss) available to the Company’s common shareholders for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$0.25~~$0.62 as compared to ~~$1.56~~$0.17 for the comparable period in ~~2021.~~2022.

The following describes the changes of certain line items included on the Company’s Condensed Consolidated Statements of ~~Income~~Operations that the Company believes changed significantly and affected Net income available to the ~~Company's~~Company’s common shareholders during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding ~~period~~periods in ~~2021:~~2022.

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Revenues from rental properties, net –

The increase in Revenues from rental properties, net of ~~$64.3~~$15.7 million for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding period in ~~2021,~~2022, is primarily from (i) ~~an increase in revenues of $58.1 million due to properties acquired during 2022 and 2021, including the impact of the Merger, (ii)~~ a net increase in revenues from tenants of ~~$18.6~~$18.3 million, primarily due to an increase in leasing activity and net growth in the current portfolio and ~~(iii)~~(ii) an increase in ~~lease termination fee income~~revenues of ~~$2.0~~$12.7 million due to properties acquired during 2023 and 2022, partially offset by ~~(iv)~~(iii) a ~~net~~ decrease in revenues of ~~$7.6~~$5.7 million due to ~~changes in credit losses from tenants, (v)~~dispositions during 2023 and 2022, (iv) a decrease in net straight-line rental income of ~~$5.4~~$5.5 million, primarily due to changes in reserves, ~~and (vi) a decrease in revenues of $1.4 million due to dispositions during 2022 and 2021.~~

The increase in Revenues from rental properties, net of $345.7 million for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily from (i) an increase in revenues of $318.6 million due to properties acquired during 2022 and 2021, including the impact of the Merger, (ii) a net increase in revenues from tenants of $36.2 million primarily due to an increase in leasing activity and net growth in the current portfolio, (iii) an increase in net straight-line rental income of $4.2 million primarily due to an increase in leasing activity and changes in reserves and (iv) an increase in revenues of $1.7 million due to dispositions during 2022 and 2021, partially offset by (v) a net decrease of ~~$10.2~~$3.3 million due to changes in credit losses from tenants and (vi) a decrease in lease termination fee income of ~~$4.8~~$0.8 million.

The increase in Revenues from rental properties, net of $31.4 million for the six months ended June 30, 2023, as compared to the corresponding period in 2022, is primarily from (i) a net increase in revenues from tenants of $35.0 million, primarily due to an increase in leasing activity and net growth in the current portfolio, (ii) an increase in revenues of $24.0 million due to properties acquired during 2023 and 2022 and (iii) an increase in lease termination fee income of $0.5 million, partially offset by (iv) a net decrease of $10.3 million due to changes in credit losses from tenants, (v) a decrease in revenues of $12.0 million due to dispositions during 2023 and 2022 and (vi) a decrease in net straight-line rental income of $5.8 million, primarily due to changes in reserves.

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Real estate taxes –

The increase in Real estate taxes of ~~$5.0 million and $36.8~~$4.7 million for the ~~three and nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding ~~periods~~period in ~~2021, respectively,~~2022, is primarily due to properties acquired during 2023 and 2022, partially offset by dispositions during 2023 and ~~2021, including the impact of the Merger.~~2022.

Operating and maintenance –

The increase in Operating and maintenance expense of ~~$19.4~~$5.3 million and ~~$65.0~~$11.3 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding periods in ~~2021, respectively,~~2022, is primarily due to (i) properties acquired during 2023 and 2022, (ii) an increase in insurance expense and ~~2021, including the impact of the Merger and (ii)~~(iii) increases in repairs and maintenance, utilities and other operating costs throughout the Company’s operating ~~properties.~~properties, partially offset by (iv) dispositions during 2023 and 2022.

General and administrative –

The increase in General and administrative expense of ~~$3.8~~$4.8 million for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding period in ~~2021,~~2022, is primarily due to (i) an increase in employee-related expenses of ~~$2.3~~$2.9 million resulting from an increase in the valuation of employee equity awards and additional employees hired, (ii) an increase in ~~connection with~~professional fees and corporate expenses of $1.1 million, primarily related to the ~~Merger~~Reorganization, and (iii) an increase due to the fluctuations in value of various director’s deferred stock of $0.6 million.

The increase in General and administrative expense of $9.6 million for the six months ended June 30, 2023, as compared to the corresponding period in 2022, is primarily due to (i) an increase in employee-related expenses of $5.6 million resulting from an increase in the valuation of employee equity awards and additional employees hired, and (ii) an increase in professional fees and corporate expenses of ~~$1.2 million.~~

~~The increase in General and administrative expense of $12.5~~$3.1 million, ~~for the nine months ended September 30, 2022, as compared~~primarily related to the corresponding period in 2021, is primarily due to (i) an increase in employee-related expenses of $8.7 million resulting from additional employees hired in connection with the Merger, (ii) an increase in professional fees and corporate expenses of $5.0 million, partially offset by (iii) a decrease of $1.6 million primarily due to the fluctuations in value of various directors’ deferred stock.Reorganization.

Impairment charges –

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company recognized impairment charges related to adjustments to property carrying values of ~~$21.8~~$11.8 million and ~~$1.0~~$14.7 million, respectively, for which the Company’s estimated fair values were primarily based upon signed contracts or letters of intent from third party offers. These adjustments to property carrying values were recognized in connection with the Company’s efforts to market certain properties and management’s assessment as to the likelihood and timing of such potential transactions. Certain of the calculations to determine fair values utilized unobservable inputs and, as such, were classified as Level 3 of the FASB’s fair value hierarchy.

~~Merger charges~~ –

During the nine months ended September 30, 2021, the Company incurred costs of $50.2 million associated with the Merger. These charges are primarily comprised of severance costs and professional and legal fees.

Depreciation and amortization –

The increase in Depreciation and amortization of ~~$11.2~~$4.6 million for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding period in ~~2021,~~2022, is primarily due to (i) an increase of ~~$10.2~~$7.1 million resulting from properties acquired during ~~2022~~2023 and ~~2021, including the impact of the Merger, and (ii) a net increase of $1.0 million due to write-offs of depreciable assets primarily due to tenant vacates.~~

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~~The increase in Depreciation and amortization of $118.6 million for the nine months ended September 30,~~ 2022, ~~as compared to the corresponding period in 2021, is primarily due to (i) an increase of $124.0 million resulting from properties acquired during 2022 and 2021, including the impact of the Merger,~~ and (ii) an increase of ~~$1.4~~$4.7 million due to depreciation commencing on certain redevelopment projects that were placed into service during ~~2022~~2023 and ~~2021,~~2022, partially offset by (iii) a net decrease of ~~$6.8~~$7.2 million, ~~due to~~primarily from fully depreciated assets, write-offs ~~of depreciable assets primarily~~ due to tenant ~~vacates.~~vacates and dispositions during 2023 and 2022.

Gain on sale of properties –

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company disposed of ~~eight~~four operating properties and 10eight land parcels, in separate transactions, for an aggregate sales price of ~~$172.2~~$163.8 million, which resulted in aggregate gains of ~~$11.0~~$52.4 million. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company disposed of ~~five~~an operating ~~properties~~property and ~~nine~~eight land parcels, in separate transactions, for an aggregate sales price of ~~$156.6~~$43.3 million, which resulted in aggregate gains of ~~$30.8~~$7.1 million.

~~Other~~Special dividend income ~~net~~ –

~~The increase in Other income, net of $7.0 million for~~During the ~~nine~~six months ended ~~September~~June 30, ~~2022, as compared to~~2023, the ~~corresponding period in 2021, is primarily due to (i) a net increase in mortgage and other financing income~~Company received $194.1 million representing its share of ~~$4.6 million primarily due to new loans issued during 2022 and 2021, and (ii) $2.4 million in increased dividend income from~~ the ~~shares of~~ Albertsons Companies Inc. ~~“ACI” common stock held by the Company.~~(“ACI”) special dividend payment.

~~(Loss)/gain~~Gain/(loss) on marketable securities, net –

The change in ~~(Loss)/gain~~Gain/(loss) on marketable securities, net of ~~$532.6~~$276.0 million and ~~$757.7~~$144.1 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding periods in ~~2021, respectively,~~2022, is primarily the result of mark-to-market fluctuations of the shares of ACI common stock held by the ~~Company.~~Company and the sale of ACI shares during 2023 and 2022.

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Interest expense –

The increase in Interest expense of ~~$19.2~~$4.2 million and $8.5 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding period in ~~2021,~~2022, is primarily due ~~(i) increased levels of borrowings resulting from the assumptions of senior unsecured notes and mortgages~~to a decrease in ~~connection with the Merger and public debt offerings, partially offset by (ii)~~fair market value amortization due to the repayment of senior unsecured notes ~~and mortgages during 2022 and 2021.~~in 2022.

Early extinguishment of debt charges –

During the ~~nine~~six months ended ~~September~~June 30, 2022, the Company repaid its $500.0 million 3.40% senior unsecured notes, which were scheduled to mature in November 2022. As a result, the Company incurred a prepayment charge of $6.5 million and $0.7 million ~~from the~~in write-off of deferred financing costs during the ~~nine~~six months ended ~~September~~June 30, 2022.

~~Benefit/(provision)~~(Provision)/benefit for income taxes, net –

The change in ~~Benefit/(provision)~~(Provision)/benefit for income taxes, net of ~~$4.0~~$30.9 million and $61.9 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding ~~period~~periods in ~~2021,~~2022, is primarily due to the sale of ~~properties within~~shares of ACI held by the ~~Company’s~~Company during 2023, which generated a taxable ~~REIT subsidiaries during 2021.~~long-term capital gain. The Company plans to elect to retain the proceeds from the sale and, as a result, incurred federal and state income taxes aggregating $61.0 million on such gain.

Equity in income of joint ventures, net –

The ~~increase~~decrease in Equity in income of joint ventures, net of ~~$6.3~~$27.0 million for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding period in ~~2021,~~2022, is primarily due to ~~(i) net~~higher gains of $8.0 million resulting from the sale of properties within various joint venture investments during 2022, (ii) an increase in equity in income of $0.9 million from ownership interests acquired in unconsolidated joint ventures in connection with the Merger and (iii) a decrease in impairment charges of $0.7 million recognized during 2022, as compared to the corresponding period in 2021, partially offset by (iv) a net decrease in equity in income of $3.3 million resulting primarily from the sale of properties within various joint venture investments during 2022 and 2021.

The increase in Equity in income of joint ventures, net of $40.0 million for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, is primarily due to (i) an increase in net gains of $32.9 million resulting from theon sale of properties within various joint venture investments during 2022 as compared to 2023.

The decrease in Equity in income of joint ventures, net of $26.4 million for the six months ended June 30, 2023, as compared to the corresponding period in ~~2021, (ii) an increase in equity in income~~2022, is primarily due to (i) higher gains recognized on sale of ~~$5.7 million from ownership interests acquired in unconsolidated joint ventures in connection with the Merger and (iii) a net increase in equity in income of $2.3 million~~properties within various joint venture investments during 2022 as compared to ~~the corresponding period in 2021, primarily resulting from a decrease in credit losses due to collections from tenants, including straight-line rental income, partially offset by (iv)~~2023 and (ii) an increase in ~~impairment charges of $1.0 million recognized during 2022, as compared to the corresponding period in 2021.~~

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~~Equity in income of other investments, net~~ –

The increase in Equity in income of other investments, net of $5.2 million and $5.1 million for the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, respectively, is primarily due to profit participation from the sale of properties within the Company’s Preferred Equity Program during 2022.interest expense $4.0 million.

Net ~~loss/~~(income)/loss attributable to noncontrolling interests –

The change in Net ~~loss/~~(income)/loss attributable to noncontrolling interests of ~~$3.0~~$13.9 million and ~~$19.5~~$19.2 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022, respectively,~~2023, as compared to the corresponding periods in ~~2021,~~2022, is primarily due to (i) impairment charges relating to properties within consolidated joint ventures recognized during 2022, partially offset by (ii) an increase in net ~~income attributable to noncontrolling interests primarily related to~~gain on sale of properties within consolidated joint ventures ~~acquired~~during 2023, as compared to the corresponding period in ~~the Merger.~~2022.

Tenant Concentration

The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties and a large tenant base. As of ~~September~~June 30, ~~2022,~~2023, the Company had interests in ~~526~~528 U.S. shopping center properties, aggregating ~~90.8~~90.1 million square feet of gross leasable area (“GLA”), located in 28 states. At ~~September~~June 30, ~~2022,~~2023, the Company’s five largest tenants were TJX Companies, The Home Depot, Ross Stores, ~~Albertsons and~~ Amazon/Whole Foods and Albertsons, which represented 3.7%, ~~2.2%~~2.1%, 1.9%, 1.9% and 1.9%, 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.~~interest

Liquidity and Capital Resources

The Company’s capital resources include accessing the public debt and equity capital markets, unsecured term loans, mortgages and construction loan financing, marketable securities (including 14.2 million shares of ACI common stock held by the ~~Company)~~Company, which had a value of $310.1 million at June 30, 2023) and immediate access to ~~the Company’s~~an unsecured revolving credit facility (the “Credit Facility”) with bank commitments of $2.0 billion, which can be increased to $2.75 billion through an accordion feature.

The Company anticipates that cash on hand, net cash flow provided by operating activities, borrowings under its Credit Facility and the issuance of equity, public debt, as well as other debt and equity alternatives, and the sale of marketable equity securities, will provide the necessary capital required by the Company. The Company will continue to evaluate its capital requirements for both its short-term and long-term liquidity needs, which could be affected by various risks and uncertainties, including, but not limited to, the effects of the current inflationary environment, rising interest rates, ~~the COVID-19 pandemic,~~ and other risks detailed in Part I, Item 1A. Risk Factors of our 10-K.

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

	Nine Months Ended September 30,						Six Months Ended June 30,
	2022			2021			2023			2022
Cash, cash equivalents and restricted cash, beginning of the period	$	334,663		$	293,188		$	149,829		$	334,663
Net cash flow provided by operating activities		705,756			417,270			600,279			442,333
Net cash flow used for investing activities		(219,602	)		(357,763	)
Net cash flow (used for)/provided by financing activities		(697,286	)		130,776
Net cash flow provided by/(used for) investing activities								162,923			(155,136	)
Net cash flow used for financing activities								(376,554	)		(325,062	)
Net change in cash, cash equivalents and restricted cash		(211,132	)		190,283			386,648			(37,865	)
Cash, cash equivalents and restricted cash, end of the period	$	123,531		$	483,471		$	536,477		$	296,798

Operating Activities

Net cash flow provided by operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$705.8~~$600.3 million, as compared to ~~$417.3~~$442.3 million for the comparable period in ~~2021.~~2022. The increase of ~~$288.5~~$158.0 million is primarily attributable to:

●

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

●

additional operating cash flow generated by operating properties acquired during ~~2022~~2023 and ~~2021, including those acquired from the Merger;~~2022;

●

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

●

~~an increase~~changes in ~~distributions from the Company’s joint ventures programs,~~assets and liabilities due to timing of receipts and payments; partially offset by

●

~~changes~~a decrease in ~~assets and liabilities due to timing of receipts and payments;~~distributions from the Company’s joint ventures programs; and

●

the disposition of operating properties in ~~2022~~2023 and ~~2021.~~2022.

Investing Activities

Net cash flow provided by investing activities was $162.9 million for the six months ended June 30, 2023, as compared to Net cash flow used for investing activities ~~was $219.6 million for the nine months ended September 30, 2022, as compared to $357.8~~of $155.1 million for the comparable period in ~~2021.~~2022.

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Investing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 primarily consisted of:

Cash inflows:

●

$~~146.2~~290.3 million in proceeds from sale of marketable securities, primarily due to the sale of ~~eight operating properties and 10 land parcels;~~14.1 million shares of ACI;

●

$~~61.0~~115.7 million in proceeds from the sale of four operating properties and eight land parcels; and

●

$8.4 million in reimbursements of investments in and advances to real estate joint ventures and other ~~investments, primarily due to the sale of properties within these portfolios; and~~

●

~~$38.2 million for collection of mortgage receivables.~~investments.

Cash outflows:

●

$~~161.2 million for the acquisition of two operating properties and five parcels;~~

●

~~$128.6~~108.3 million for improvements to operating real estate primarily related to re-tenanting, tenant improvements and the Company’s active redevelopment pipeline;

●

$~~93.2~~98.5 million for the acquisition/consolidation of three operating properties and two parcels;

●

$28.9 million for investments in and advances to real estate joint ventures and investments in other investments, primarily related to redevelopment projects within these portfolios and a partial paydown of debt within one of the Company’s joint venture investments.

●

$11.2 million for investment in other financing receivables related to one new mortgage receivable; and

●

$3.0 million for investment in marketable securities.

Investing activities during the six months ended June 30, 2022 primarily consisted of:

Cash inflows:

●

$52.0 million in reimbursements of investments in and advances to real estate joint ventures and other investments; and

●

$41.2 million in proceeds from the sale of an operating property and eight land parcels.

Cash outflows:

●

$82.4 million for investments in and advances to real estate joint ventures, primarily related to partner buyouts and a redevelopment project within the Company’s joint venture portfolio, and investments in other investments, primarily related to funding commitments for certain investments;

●

$~~75.1 million for investment in other financing receivables relating to five loans;~~

	●	~~$4.5 million for investment in cost method investment; and~~
	●	~~$3.3 million for investment in marketable securities.~~

~~Investing activities during the nine months ended September 30, 2021 primarily consisted of:~~

~~Cash inflows:~~

●

~~$154.0 million in proceeds from the sale of five consolidated properties and nine parcels;~~

●

~~$57.5 million in reimbursements of investments in and advances to real estate joint ventures and other investments; and~~

●

~~$3.7 million in collection of mortgage and other financing receivables.~~

~~Cash outflows:~~

●

~~$264.0 million net cash consideration paid in conjunction with the Merger;~~

●

~~$112.8~~79.0 million for improvements to operating real estate primarily related to re-tenanting, tenant improvements and the Company’s active redevelopment pipeline;

●

$~~102.7~~53.1 million for ~~the acquisition of two consolidated operating properties;~~investment in other financing receivables relating to four loans;

●

$~~67.1~~29.3 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 investments, primarily related to the Company’s investment in a new preferred equity investment located in San Antonio, TX;~~acquisition of four parcels; and

●

$~~26.9~~3.0 million for investment in ~~other financing receivables.~~cost method investment.

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Acquisition of Operating Real Estate –

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company expended ~~$161.2~~$98.5 million and ~~$366.7~~$29.3 million, respectively, towards the ~~acquisition~~acquisition/consolidation of operating real estate ~~properties, including the Merger in 2021.~~properties. The Company anticipates spending approximately ~~$130.0~~$100.0 million to ~~$160.0~~$200.0 million towards the acquisition of or the purchase of additional interests in operating properties for the remainder of ~~2022.~~2023. The Company intends to fund these acquisitions with cash on hand, net cash flow ~~from~~provided by operating activities, proceeds from property dispositions, ~~proceeds from the sale of marketable securities~~ and/or availability under its Credit Facility.

Improvements to Operating Real Estate –

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company expended ~~$128.6~~$108.3 million and ~~$112.8~~$79.0 million, respectively, towards improvements to operating real estate. These amounts consist of the following (in thousands):

	Nine Months Ended September 30,				Six Months Ended June 30,
	2022		2021		2023		2022
Redevelopment and renovations	$	70,121	$	71,786	$	62,175	$	42,784
Tenant improvements and tenant allowances		58,471		41,006		46,171		36,174
Total improvements	$	128,592	$	112,792	$	108,346	$	78,958

The Company has an ongoing program to redevelop and re-tenant its properties to maintain or enhance its competitive position in the marketplace. The Company is actively pursuing redevelopment opportunities within its operating portfolio which it believes will increase the overall value by bringing in new tenants and improving the assets’ value. The Company anticipates its capital commitment toward these redevelopment projects and re-tenanting efforts for the remainder of ~~2022~~2023 will be approximately ~~$50.0~~$125.0 million to ~~$75.0~~$175.0 million. The funding of these capital requirements will be provided by cash on hand, proceeds from property dispositions, proceeds from ~~the sale of marketable securities,~~ net cash flow provided by operating activities, the sale of marketable securities, and/or availability under the Company’s Credit Facility.

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Financing Activities

Net cash flow used for financing activities was ~~$697.3~~$376.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to ~~net cash flow provided by financing activities of $130.8~~$325.1 million for the comparable period in ~~2021.~~2022.

Financing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 primarily consisted of:

Cash inflows:

●

$~~1.3 billion in proceeds from issuance of the Company’s $600.0 million 3.20% unsecured notes due 2032 and $650.0 million 4.60% senior unsecured notes due 2033;~~

●

~~$128.0 million in proceeds from borrowings under the Company’s unsecured revolving credit facility;~~

●

~~$19.0 million in proceeds from a mortgage loan financing; and~~

●

~~$14.9~~3.7 million in proceeds from issuance of stock.

Cash outflows:

●

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

●

~~$396.2~~297.7 million of dividends paid;

●

$~~165.2~~54.8 million in principal payment on debt, including normal amortization of rental property debt;

●

$~~59.4~~16.1 million in ~~redemption/distribution of noncontrolling interests;~~shares repurchased for employee tax withholding on equity awards;

●

$~~19.3~~6.0 million in financing origination costs, in connection with the Company’s Credit Facility; and

●

$5.8 million in redemption/distribution of noncontrolling interests.

Financing activities during the six months ended June 30, 2022 primarily consisted of:

Cash inflows:

●

$600.0 million in proceeds from issuance of 3.20% senior unsecured notes due in 2032;

●

$19.0 million in proceeds from mortgage loan financing; and

●

$14.8 million in proceeds from issuance of stock.

Cash outflows:

●

$547.1 million for repayment of unsecured notes; primarily related to the Company’s $500.0 million 3.40% senior unsecured notes;

●

$253.8 million of dividends paid;

●

$120.0 million in principal payment on debt, including normal amortization of rental property debt;

●

$13.5 million in shares repurchased for employee tax withholding on equity awards;

●

$10.3 million in financing origination costs, in connection with the Company’s issuance of $600.0 million 3.20% senior unsecured notes;

●

$7.0 million in redemption/distribution of noncontrolling interests;

●

$6.5 million for payment of early extinguishment of debt charges; and

●

$3.4 million for repurchase of preferred stock.

~~Financing activities during the nine months ended September 30, 2021 primarily consisted of:~~

~~Cash inflows:~~

●

~~$500.0 million in proceeds from issuance of 2.25% unsecured notes due 2031; and~~

●

~~$79.4 million in proceeds from issuance of common stock, primarily related to the Company’s at-the-market continuous offering program.~~

~~Cash outflows:~~

●

~~$271.0 million of dividends paid;~~

●

~~$143.7 million in principal payment on debt, including normal amortization of rental property debt;~~

●

~~$20.8 million in shares repurchased for employee tax withholding on equity awards;~~

●

~~$7.6 million in redemption/distribution of noncontrolling interests; and~~

●

~~$7.0 million in financing origination costs, in connection with the Company’s issuance of $500.0 million of senior unsecured notes due 2031.~~

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The Company continually evaluates its debt maturities, and, based on management’s current assessment, believes it has viable financing and refinancing alternatives that will not materially adversely impact its expected financial results. As of ~~September~~June 30, ~~2022,~~2023, the Company had consolidated floating rate debt totaling ~~$146.6~~$18.0 million, excluding deferred financing costs of ~~$3.0~~$0.1 million. The Company continues to pursue borrowing opportunities with large commercial U.S. and global banks, select life insurance companies and certain regional and local banks.

~~There are no~~Debt maturities for 2023 consist of: $12.9 million of unconsolidated joint venture debt and $32.0 million of debt included in the Company’s preferred equity program, assuming the utilization of extension options where available. The 2023 debt maturities ~~for~~on properties in the ~~remainder of 2022.~~ Company’s unconsolidated joint ventures and preferred equity program are anticipated to be repaid through operating cash flows, debt refinancing, proceeds from sales within the respective entities, and partner capital contributions, as deemed appropriate.

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

Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $17.4 billion. Proceeds from public capital market activities have been used for the purposes of, among other things, repaying indebtedness, acquiring interests in open-air, grocery anchored shopping centers and mixed-use assets, expanding and improving properties in the portfolio and other investments.

~~Table of Contents~~

During ~~August 2021,~~January 2023, 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, of debt securities, preferred stock, depositary shares, common stock and common stock warrants. The Company, pursuant to this shelf registration statement may, from time to time, offer for sale its senior unsecured debt securities for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, ~~and~~ development and redevelopment costs and (ii) managing the Company’s debt maturities.

During January 2023, the Company filed a registration statement on Form S-8 for its 2020 Equity Participation Plan (the “2020 Plan”), which was previously approved by the Company’s stockholders and is a successor to the Restated Kimco Realty Corporation 2010 Equity Participation Plan that expired in March 2020. The 2020 Plan provides for a maximum of 10,000,000 shares of the Company’s common stock to be reserved for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments and deferred stock awards. At June 30, 2023, the Company had 4.9 million shares of common stock available for issuance under the 2020 Plan.

Preferred Stock –

The Company’s Board of Director’s authorized the repurchase of up to ~~900,000~~894,000 depositary shares of Class L preferred stock and ~~1,058,000~~1,048,000 depositary shares of Class M preferred stock representing up to ~~1,958~~1,942 shares the Company’s preferred stock, par value $1.00 per share, through December 31, ~~2022.~~2023. During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company repurchased the following preferred stock:

Class of Preferred Stock	Depositary Shares Repurchased		Purchase Price (in millions)		Depositary Shares Repurchased		Purchase Price (in thousands)
Class L		54,508	$	1.3		43,777	$	973.4
Class M		90,760	$	2.1		23,791	$	515.9

Common Stock –

During August 2021, the Company established an at-the-market continuous offering program (the “ATM program”) pursuant to which the Company may offer and sell from time-to-time shares of its common stock, par value $0.01 per share, with an aggregate gross sales price of up to $500.0 million through a consortium of banks acting as sales agents. Sales of the shares of common stock may be made, as needed, from time to time in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, including by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise (i) at market prices prevailing at the time of sale, (ii) at prices related to prevailing market prices or (iii) as otherwise agreed to with the applicable sales agent. In addition, the Company may from time to time enter into separate forward sale agreements with one or more banks. During the nine months ended September 30, 2022, the Company issued 450,000 shares and received net proceeds after commissions of $11.3 million. As of September 30, 2022, the Company had $411.0 million available under this ATM program.

The Company has a common share repurchase program, which is scheduled to expire on February 29, 2024. Under this program, the Company may repurchase shares of its common stock, par value $0.01 per share, with an aggregate gross purchase price of up to $300.0 million. The Company did not repurchase any shares under the common share repurchase program during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023. As of ~~September~~June 30, ~~2022,~~2023, the Company had $224.9 million available under this common share repurchase program.

Senior Unsecured Notes –

~~During the nine months ended September 30, 2022, the Company issued the following series of senior unsecured notes (dollars in millions):~~

Date Issued

Amount Issued

Interest Rate

Maturity Date
Aug-22
$ 650.0 4.600%
Feb-33
Feb-22
$ 600.0 3.200%
Apr-32

~~During the nine months ended September 30, 2022, the Company fully repaid the following senior unsecured notes (dollars in millions):~~

Date Paid

Amount Repaid

Interest Rate

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

~~(1)~~

~~There were no prepayment charges associated with this early repayment.~~

~~(2)~~

~~Includes partial repayments during May and June 2022.~~

~~(3)~~

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

~~The Company’s~~Kimco OP’s indenture governing its senior unsecured notes contains the following covenants, all of which ~~the Company~~Kimco OP is compliant with:

Covenant	Must Be	As of ~~September~~June 30, ~~2022~~2023
Consolidated Indebtedness to Total Assets	<60%	~~38%~~	37%
Consolidated Secured Indebtedness to Total Assets	<40%	2%
Consolidated Income Available for Debt Service to Maximum Annual Service Charge	>1.50x	~~4.2x~~5.2x
Unencumbered Total Asset Value to Consolidated Unsecured Indebtedness	>1.50x	2.5x

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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,~~2014; and the Eighth Supplemental Indenture dated as of January 3, 2023, each as filed with the SEC. In connection with the ~~Merger,~~merger with Weingarten, the Company assumed senior unsecured notes which have covenants that are similar to ~~the Company’s~~Kimco OP’s existing debt covenants for its senior unsecured notes. Please refer to the form Indenture included in Weingarten’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission on February 10, 1995, the First Supplemental Indenture, dated as of August 2, 2006 filed with Weingarten’s Current Report on Form 8-K dated August 2, 2006, and the Second Supplemental Indenture, dated as of October 9, 2012 filed with Weingarten’s Current Report on Form 8-K dated October 9, 2012. See the Exhibits Index to our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for specific filing information.

Credit Facility –

~~The~~In February 2023, the Company ~~has~~obtained a new $2.0 billion unsecured revolving credit facility (the “Credit Facility”) with a group of banks, which replaced the Company’s existing $2.0 billion unsecured revolving credit facility which was scheduled to mature in March 2024. The Credit Facility is scheduled to expire in March ~~2024,~~2027 with two additional six-month options to extend the maturity date, at the Company’s discretion, to March ~~2025.~~2028. The Credit Facility is guaranteed by the Parent Company. The Credit Facility could be increased to $2.75 billion through an accordion feature. The Credit Facility is a green credit facility tied to sustainability metric targets, as described in the agreement. In July 2022, the Company amended the Credit Facility to (i) replace LIBOR borrowings with Secured Overnight Financing Rate (“SOFR”) borrowings, (ii) supplement the sustainability grid with an additional one basis point reduction of applicable margin if certain criteria as defined in the Credit Facility are met, (iii) add a leverage metric test which, if met, reduces the applicable margin by five basis points and (iv) obtain pre-approval of a possible organizational conversion to an UPREIT structure. The Company achieved such sustainability metric targets, which effectively reduced the rate on the Credit Facility by two basis points. The Credit Facility ~~which~~ accrues interest at a rate of Adjusted Term SOFR, as defined in the terms of the Credit Facility, plus ~~75.5~~77.5 basis points ~~(3.85%~~and fluctuates in accordance with the Company’s credit ratings. The interest rate can be further adjusted upward or downward by a maximum of four basis points (as of June 30, 2023, a two-basis point reduction was achieved) based on the sustainability metric targets, as defined in the agreement (5.92% as of ~~September~~June 30, ~~2022), can be increased to $2.75 billion through an accordion feature.~~2023). Pursuant to the terms of the Credit Facility, the Company ~~among other things, is~~continues to be subject to the same covenants ~~requiring~~under the ~~maintenance~~Company’s prior unsecured revolving credit facility. For a full description of ~~(i) maximum indebtedness ratios~~the Credit Facility’s covenants refer to the Amended and ~~(ii) minimum interest and fixed charge coverage ratios.~~Restated Credit Agreement dated as of February 23, 2023, filed as Exhibit 10.20 in our Annual Report on Form 10-K for the year ended December 31, 2022. As of ~~September~~June 30, ~~2022,~~2023, the Credit Facility had anno outstanding balance ~~of $128.0 million~~ and no appropriations for letters of ~~credit of $1.2 million.~~credit.

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

Covenant	Must Be	As of ~~September~~June 30, ~~2022~~2023
Total Indebtedness to Gross Asset Value (“GAV”)	<60%	~~38%~~	36%
Total Priority Indebtedness to GAV	<35%	1%
Unencumbered Asset Net Operating Income to Total Unsecured Interest Expense	>1.75x	~~4.6x~~5.5x
Fixed Charge Total Adjusted EBITDA to Total Debt Service	>1.50x	~~4.1x~~4.7x

For a full description of the Credit Facility’s covenants, refer to Amendment No. 2 dated July 12, 2022 to Amended and Restated Credit Agreement, dated February 27, 2020, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q dated July 29, 2022.

Mortgages Payable –

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company (i) ~~obtained a $19.0~~assumed $37.2 million of individual non-recourse mortgage ~~relating to~~debt through the acquisition of two operating properties, which the Company subsequently repaid in March 2023 and (ii) repaid $12.0 million of mortgage debt that encumbered a consolidated joint venture operating ~~property and (ii) repaid $158.4 million of mortgage debt (including fair market value adjustment of $0.5 million) that encumbered 11 operating properties.~~property.

In addition to the public equity and debt markets as capital sources, the Company may, from time to time, obtain mortgage financing on selected properties to partially fund the capital needs of its real estate re-development and re-tenanting projects. As of ~~September~~June 30, ~~2022,~~2023, the Company had over 485 unencumbered property interests in its portfolio.

Other –

~~As of September~~During the six months ended June 30, 2022, the Company held 39.8 million shares in Albertsons Companies, Inc. (“ACI”) with a fair value of $990.4 million. On October 14, 2022, The Kroger Co. (“Kroger”) and ACI announced a definitive merger agreement (“ACI Merger”), with Kroger continuing as the surviving public company. In connection with the ACI Merger, ACI announced a $6.85 per share special cash dividend payable on November 7, 2022 to ACI shareholders of record as of the close of business on October 24, 2022. Subsequent to the ACI Merger announcement, in October 2022,2023, the Company sold ~~11.5~~14.1 million shares of ~~its shares in~~ ACI held by the Company, generating net proceeds of ~~approximately $301.1~~$282.3 million. For tax purposes, the Company recognized a long-term capital gain of $241.2 million. The Company ~~still retains 28.3~~anticipates retaining the proceeds from this stock sale for general corporate purposes and will pay federal and state taxes of $61.0 million on the taxable gain. As of June 30, 2023, the Company held 14.2 million shares of ACI, which had a value of ~~which 28.0~~$310.1 million.

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In addition, during the six months ended June 30, 2023, the Company received $194.1 million ~~shares are subject to certain contractual lock-up provisions that expire in May 2023.~~representing its share of an ACI special dividend payment and recognized this as Special dividend income on the Company’s Condensed Consolidated Statements of Operations. As a result, ~~of the anticipated special cash dividend from ACI (estimated to be $194.1 million to the Company),~~ the Company ~~is expecting~~anticipates it may need to make a special dividend ~~in connection with maintaining~~payment to maintain its compliance with ~~its~~ REIT distribution requirements. AThe payment of this special dividend ~~by the Company~~ may ~~take~~be in the form of cash, common stock or some combination ~~of cash and the Company's common stock.~~thereof. The Company’s determination regarding any such special dividend and the form thereof will be ~~made and~~ announced byduring the year ~~end.~~ending December 31, 2023.

~~Table~~

The Parent Company guarantees the debt securities of ~~Contents~~

Kimco OP. These guarantees by the Parent Company are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of such guaranteed debt securities.

The Company has issued letters of credit in connection with ~~the~~ completion and repayment guarantees, primarily on certain of the Company’s redevelopment projects and guaranty of payment related to the Company’s insurance program. At ~~September~~June 30, ~~2022,~~2023, these letters of credit aggregated ~~$44.2~~$39.8 million.

The Company has an investment with a funding commitment of ~~$27.5~~$64.7 million, of which ~~$13.1~~$45.5 million has been funded as of ~~September~~June 30, ~~2022.~~2023.

In connection with the construction of its development and redevelopment projects and related infrastructure, certain public agencies require posting of performance and surety bonds to guarantee that the Company’s obligations are satisfied. These bonds expire upon the completion of the improvements and infrastructure. As of ~~September~~June 30, ~~2022,~~2023, there were ~~$18.5~~$17.4 million in performance and surety bonds outstanding.

~~In connection with the Merger, the~~The Company ~~now~~ provides a guaranty for the payment of any debt service shortfalls on the Sheridan Redevelopment Agency issued Series A bonds which are tax increment revenue bonds issued in connection with a development project in Sheridan, Colorado. These tax increment revenue bonds have a balance of ~~$49.7~~$45.5 million outstanding at ~~September~~June 30, ~~2022.~~2023. The bonds are to be repaid with incremental sales and property taxes and a public improvement fee ("PIF") to be assessed on current and future retail sales and, to the extent necessary, any amounts we may have to provide under a guaranty. The revenue generated from incremental sales, property taxes and PIF have satisfied the debt service requirements to date. The incremental taxes and PIF are to remain intact until the earlier of the payment of the bond liability in full or 2040.

Dividends –

In connection with its intention to continue to qualify as a REIT for U.S. federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows. The Company’s Board of Directors will continue to evaluate the Company’s dividend policy on a quarterly basis as ~~they monitor~~it monitors sources of capital and 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 dividend payout ratio 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~~six months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ were ~~$396.2~~$297.7 million and ~~$271.0~~$253.8 million, respectively.

Although the Company receives substantially all of its rental payments on a monthly basis, it generally intends to continue paying dividends quarterly. Amounts accumulated in advance of each quarterly distribution will be invested by the Company in short-term money market or other suitable ~~instruments.~~instruments with high credit rated institutions. The Company’s objective is to establish a dividend level that maintains compliance with the Company’s REIT taxable income distribution requirements. On ~~July 26, 2022,~~April 25, 2023, the Company’s Board of Directors declared a quarterly dividend with respect to the Company’s classes of cumulative redeemable preferred shares (Classes L and M) which were paid on ~~October~~July 17, ~~2022~~2023 to shareholders of record on ~~October~~July 3, ~~2022.~~2023. In addition, the Company’s Board of Directors declared a quarterly cash dividend of ~~$0.22~~$0.23 per common share, which was paid on ~~September 23, 2022~~June 22, 2023 to shareholders of record on ~~September 9, 2022.~~June 8, 2023.

On ~~October 25, 2022,~~July 24, 2023, 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), which are scheduled to be paid on ~~January 17,~~October 16, 2023, to shareholders of record on ~~December 30, 2022.~~October 2, 2023. Additionally, on ~~October 25, 2022,~~July 24, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.23 per common share, ~~representing a 4.5% increase from the prior quarterly dividend of $0.22,~~ payable on ~~December 23, 2022~~September 21, 2023 to shareholders of record on ~~December 9, 2022.~~September 7, 2023.

Funds From Operations

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

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

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Net income available to the Company’s common shareholders	$	51,647		$	501,385		$	156,844		$	743,316
Net income/(loss) available to the Company’s common shareholders													$	100,426		$	(125,751	)	$	383,938		$	105,197
Gain on sale of properties		(3,821	)		(1,975	)		(10,958	)		(30,841	)		(13,170	)		(2,944	)		(52,376	)		(7,137	)
Gain on sale of joint venture properties		(7,998	)		-			(38,182	)		(5,283	)		(180	)		(27,198	)		(7,890	)		(30,184	)
Depreciation and amortization - real estate related		124,478			113,404			377,611			259,298			127,725			123,672			253,003			253,133
Depreciation and amortization - real estate joint ventures		16,667			15,365			50,168			35,605			15,599			16,616			32,146			33,501
Impairment charges (including real estate joint ventures)		7,735			2,041			25,668			3,213			-			17,233			11,803			17,933
Profit participation from other investments, net		(5,358	)		2,380			(11,009	)		1,229			(2,792	)		(1,988	)		(2,761	)		(5,651	)
Loss/(gain) on marketable securities, net		75,491			(457,127	)		215,194			(542,510	)
(Benefit)/provision for income taxes, net (1)		(227	)		35			(235	)		2,177
Special dividend income														-			-			(194,116	)		-
(Gain)/loss on marketable securities, net														(14,561	)		261,467			(4,417	)		139,703
Provision/(benefit) for income taxes, net (1)														31,259			3			62,132			(8	)
Noncontrolling interests (1)		(4,144	)		(1,805	)		(23,603	)		551			(424	)		(14,729	)		507			(19,459	)
FFO available to the Company’s common shareholders (3)	$	254,470		$	173,703		$	741,498		$	466,755		$	243,882		$	246,381		$	481,969		$	487,028
Weighted average shares outstanding for FFO calculations:
Basic		615,832			546,842			615,417			469,885			617,077			615,642			616,785			615,207
Units		2,558			2,626			2,498			2,642			2,563			2,473			2,551			2,509
Dilutive effect of equity awards		2,133			1,718			2,392			1,837			122			1,419			490			1,689
Diluted (2)		620,523			551,186			620,307			474,364			619,762			619,534			619,826			619,405

FFO per common share – basic	$	0.41		$	0.32		$	1.20		$	0.99		$	0.40		$	0.40		$	0.78		$	0.79
FFO per common share – diluted (2)	$	0.41		$	0.32		$	1.20		$	0.99		$	0.39		$	0.40		$	0.78		$	0.79

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

(2)

Reflects the potential impact if certain units were converted to common stock at the beginning of the period, which would have a dilutive effect on FFO available to the Company’s common shareholders. FFO available to the Company’s common shareholders would be increased by ~~$560~~$584 and ~~$435~~$483 for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. FFO available to the company’s common shareholders would be increased by ~~$1,486~~$1,166 and ~~$630~~$955 for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of FFO available to the Company’s common shareholders per share. Accordingly, the impact of such conversion has not been included in the determination of diluted FFO per share calculations.

(3)

Includes Early extinguishment of debt charges of ~~$0.4 million and $7.7~~$7.2 million recognized during the ~~three and nine~~six months ended ~~September~~June 30, ~~2022, respectively. Includes Merger charges of $47.0 million and $50.2 million recognized during the three and nine months ended September 30, 2021, respectively, in connection with the Merger.~~2022.

Same Property Net Operating Income (“Same property NOI”)

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

For the three and nine months ended September 30, 2022 and 2021, the Company included Same property NOI from the Weingarten properties acquired through the Merger, as the Company owned these properties for the full three and nine months ended September 30, 2022. The amount of the adjustment relating to Weingarten Same property NOI for the three and nine months ended September 30, 2021, included in the table below, represents the Same property NOI from Weingarten properties prior to the Merger, which is not included in the Company's Net income available to the Company’s common shareholders for the corresponding period.

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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,~~credit losses, operating and maintenance expense, real estate taxes and rent expense plus the Company’s proportionate share of Same property NOI from unconsolidated real estate joint ventures, calculated on the same basis. The Company’s method of calculating Same property NOI available to the Company’s common shareholders may differ from methods used by other REITs and, accordingly, may not be comparable to such other REITs.

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

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Net income available to the Company’s common shareholders
$ 51,647 $ 501,385 $ 156,844 $ 743,316
Adjustments:

Management and other fee income
(4,361 ) (3,913 ) (12,881 ) (10,634 )
General and administrative
29,677 25,904 87,606 75,136
Impairment charges
7,067 850 21,758 954
Merger charges
- 46,998 - 50,191
Depreciation and amortization
125,419 114,238 380,324 261,687
Gain on sale of properties
(3,821 ) (1,975 ) (10,958 ) (30,841 )
Interest and other expense, net
46,593 45,430 154,683 134,820
Loss/(gain) on marketable securities, net
75,491 (457,127 ) 215,194 (542,510 )
(Benefit)/provision for income taxes, net
(1,039 ) 314 (1,096 ) 2,897
Equity in income of other investments, net
(6,733 ) (1,539 ) (15,491 ) (10,365 )
Net (loss)/income attributable to noncontrolling interests
(1,583 ) 1,465 (14,152 ) 5,369
Preferred dividends, net
6,307 6,354 18,911 19,062
Weingarten same property NOI (1)
- 36,311 - 252,651
Non same property net operating income
(21,099 ) (24,658 ) (61,601 ) (91,523 )
Non-operational expense from joint ventures, net
14,754 18,658 31,580 45,226
Same property NOI
$ 318,319 $ 308,695 $ 950,721 $ 905,436

~~(1)~~

Amounts for the three and nine months ended September 30, 2021, represent the Same property NOI from Weingarten properties, not included in the Company's Net income available to the Company's common shareholders for the same period.

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net income/(loss) available to the Company’s common shareholders	$	100,426		$	(125,751	)	$	383,938		$	105,197
Adjustments:
Management and other fee income		(3,832	)		(3,925	)		(8,386	)		(8,520	)
General and administrative		32,734			27,981			67,483			57,929
Impairment charges		-			14,419			11,806			14,691
Depreciation and amortization		129,245			124,611			255,546			254,905
Gain on sale of properties		(13,170	)		(2,944	)		(52,376	)		(7,137	)
Special dividend income		-			-			(194,116	)		-
Interest expense and other income, net		53,103			49,881			111,277			108,090
(Gain)/loss on marketable securities, net		(14,561	)		261,467			(4,417	)		139,703
Provision/(benefit) for income taxes, net		31,027			96			61,856			(57	)
Equity in income of other investments, net		(4,519	)		(3,385	)		(6,641	)		(8,758	)
Net income/(loss) attributable to noncontrolling interests		2,644			(11,226	)		6,657			(12,569	)
Preferred dividends, net		6,200			6,250			12,451			12,604
Non same property net operating income		(15,549	)		(15,513	)		(32,379	)		(33,119	)
Non-operational expense from joint ventures, net		22,766			(2,858	)		38,805			16,826
Same property NOI	$	326,514		$	319,103		$	651,504		$	639,785

Same property NOI increased by ~~$9.6~~$7.4 million or ~~3.1%~~2.3% for the three months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding period in ~~2021.~~2022. This increase is primarily the result of (i) ana net increase ~~in net operating income~~ of ~~$20.1~~$11.1 million primarily related to an increase in rental revenue driven by strong leasing activity, ~~and a decrease in tenant rent abatements and vacancies as a result of the COVID-19 pandemic,~~ partially offset by (ii) a change in credit ~~loss~~losses from tenants of ~~$10.7~~$3.7 million.

Same property NOI increased by ~~$45.3~~$11.7 million or ~~5.0%~~1.8% for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, as compared to the corresponding period in ~~2021.~~2022. This increase is primarily the result of (i) ana net increase ~~in net operating income~~ of ~~$61.9 million~~$24.4 primarily related to an increase in rental revenue driven by strong leasing activity, ~~and a decrease in tenant rent abatements and vacancies as a result of the COVID-19 pandemic,~~ partially offset by (ii) a change in credit loss from tenants of ~~$16.6~~$12.7 million.

Leasing Activity

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company executed ~~1,294~~872 leases totaling ~~over 8.3~~6.7 million square feet in the Company’s consolidated operating portfolio comprised of ~~397~~242 new leases and ~~897~~630 renewals and options. The leasing costs associated with these new leases are estimated to aggregate ~~$81.9~~$55.2 million, or ~~$41.19~~$41.05 per square foot. These costs include ~~$17.6~~$43.4 million of tenant improvements and ~~$64.3~~$11.8 million of external leasing commissions. The average rent per square foot for (i) new leases was ~~$21.71~~$21.85 and (ii) renewals and options was ~~$17.91.~~$17.90.

Tenant Lease Expirations

At ~~September~~June 30, ~~2022,~~2023, the Company has a total of ~~8,181~~8,318 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~~leases data:

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)		163		365	$	10,364		0.8	%		151		525	$	11,339		0.9	%
2022		122		419	$	10,184		0.8	%
2023		1,038		5,905	$	111,424		9.1	%		281		1,125	$	26,098		2.1	%
2024		1,182		7,731	$	146,415		12.0	%		1,107		6,725	$	134,041		10.6	%
2025		1,130		8,178	$	151,494		12.4	%		1,178		8,084	$	155,028		12.2	%
2026		1,037		9,431	$	155,054		12.7	%		1,133		9,686	$	162,982		12.9	%
2027		1,078		9,787	$	167,275		13.7	%		1,149		9,543	$	174,421		13.8	%
2028		646		6,931	$	122,355		10.0	%		1,078		10,022	$	182,233		14.4	%
2029		414		3,758	$	70,089		5.7	%		519		4,811	$	87,715		6.9	%
2030		312		2,474	$	55,472		4.5	%		335		2,629	$	58,840		4.6	%
2031		332		2,409	$	53,999		4.4	%		347		2,376	$	54,790		4.3	%
2032		376		2,654	$	53,671		4.4	%		377		2,694	$	52,877		4.2	%
2033											354		2,749	$	51,279		4.0	%

(1)

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company’s primary market risk exposure is interest rate risk. The Company periodically evaluates its exposure to short-term interest rates and will, from time-to-time, enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes.

The following table presents the carrying value of the Company’s aggregate fixed rate and variable rate debt obligations outstanding, including fair market value adjustments and unamortized deferred financing costs, as of ~~September~~June 30, ~~2022,~~2023, with corresponding weighted-average interest rates sorted by maturity date. In addition, the following table presents the fair value of the Company’s debt obligations outstanding, excluding unamortized deferred financing costs. The table does not include extension options where available (amounts in millions).

	2022		2023			2024			2025			2026			Thereafter			Total			Fair Value		2023		2024			2025			2026			2027			Thereafter			Total			Fair Value
Secured Debt
Fixed Rate	$	-	$	12.0		$	4.3		$	53.5		$	-		$	212.4		$	282.2		$	246.1	$	-	$	13.7		$	52.1		$	-		$	34.0		$	241.9		$	341.7		$	280.9
Average Interest Rate		-		3.23	%		6.75	%		3.50	%		-			4.27	%		4.12	%				-		4.70	%		3.50	%		-			4.01	%		4.22	%		4.11	%

Variable Rate	$	-	$	-		$	-		$	18.5		$	-		$	-		$	18.5		$	18.0	$	-	$	-		$	17.9		$	-		$	-		$	-		$	17.9		$	17.6
Average Interest Rate		-		-			-			3.81	%		-			-			3.81	%				-		-			6.46	%		-			-			-			6.46	%

Unsecured Debt
Fixed Rate	$	-	$	-		$	656.2		$	754.1		$	786.2		$	4,587.8		$	6,784.3		$	5,742.8	$	-	$	650.6		$	750.4		$	783.7		$	436.4		$	4,154.0		$	6,775.1		$	5,879.7
Average Interest Rate		-		-			3.37	%		3.48	%		3.06	%		3.53	%		3.45	%				-		3.37	%		3.48	%		3.06	%		4.03	%		3.47	%		3.45	%

Variable Rate	$	-	$	-		$	125.1		$	-		$	-		$	-		$	125.1		$	126.6
Average Interest Rate		-		-			3.85	%		-			-			-			3.85	%

Based on the Company’s variable-rate debt balances, interest expense would have increased by ~~$1.1~~$0.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 if short-term interest rates were 1.0% higher.

Item 4. Controls and Procedures.

Controls and Procedures (Kimco Realty Corporation)

The Parent Company’s management, with the participation of the Parent Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Parent Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the 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 Parent Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Parent Company’s disclosure controls and procedures are effective.

There have not been any changes in the Parent Company’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.

Controls and Procedures (Kimco Realty OP, LLC)

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

There have not been any changes in Kimco OP’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, Kimco OP’s internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal 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, 2021.~~

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.

Item 1A. Risk Factors.

There are no material changes 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, ~~2021.~~2022.

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

Issuer Purchases of Equity Securities

The Company’s Board of ~~Director’s~~Directors authorized the repurchase of up to ~~900,000~~894,000 depositary shares of Class L preferred stock and ~~1,058,000~~1,048,000 depositary shares of Class M preferred stock representing up to an aggregate of ~~1,958~~1,942 shares of the Company’s preferred stock, par value $1.00 per share, through December 31, ~~2022. The Company did not repurchase any Class L depositary shares or Class M depositary shares during~~2023.

During the three months ended ~~September~~June 30, ~~2022.~~2023, the Company repurchased the following Class L depositary shares:

Period	Total Number of Depositary Shares Purchased		Average Price Paid per Depositary 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)
April 1, 2023 – April 30, 2023		-	$	-		-	$	n/a
May 1, 2023 – May 31, 2023		14,476		22.03		-	$	n/a
June 1, 2023 – June 30, 2023		23,761		22.88		-	$	n/a
Total		38,237	$	22.56		-

During the three months ended June 30, 2023, the Company repurchased the following Class M depositary shares:

Period	Total Number of Depositary Shares Purchased		Average Price Paid per Depositary 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)
April 1, 2023 – April 30, 2023		-	$	-		-	$	n/a
May 1, 2023 – May 31, 2023		14,992		22.36		-	$	n/a
June 1, 2023 – June 30, 2023		1,058		22.55		-	$	n/a
Total		16,050	$	22.37		-

During the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company repurchased ~~561,187~~752,870 shares of the Company’s common stock for an aggregate purchase price of ~~$13.5~~$16.1 million (weighted average price of ~~$24.14~~$21.42 per share) in connection with common shares surrendered or deemed surrendered to the Company to satisfy statutory minimum tax withholding obligations in connection with equity-based compensation plans.

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, 2022 – January 31, 2022
3,157 $ 24.68 - $ 224.9
February 1, 2022 – February 28, 2022
552,640 24.16 - $ 224.9
March 1, 2022 – March 31, 2022
- - - $ 224.9
April 1, 2022 – April 30, 2022
- - - $ 224.9
May 1, 2022 – May 31, 2022
2,520 23.26 - $ 224.9
June 1, 2022 – June 30, 2022
1,570 21.90 - $ 224.9
July 1, 2022 – July 31, 2022
- - - $ 224.9
August 1, 2022 – August 31, 2022
1,300 21.72 - $ 224.9
September 1, 2022 – September 30, 2022
- - - $ 224.9
Total
561,187 $ 24.14 -

Table of Contents

The following table presents information regarding the shares of common stock repurchased by the Company during the three months ended June 30, 2023:

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)
April 1, 2023 – April 30, 2023		-	$	-		-	$	224.9
May 1, 2023 – May 31, 2023		2,153		18.13		-	$	224.9
June 1, 2023 – June 30, 2023		-		-		-	$	224.9
Total		2,153	$	18.13		-

Item 3. Defaults Upon Senior Securities.

None.

~~Table of Contents~~

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~None.~~Rule 10b5-1 Plan Elections.

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Amendments to Bylaws.

On July 27, 2023, the Board of Directors of the Company approved and adopted amendments to the Company’s bylaws (as so amended, the “Bylaws”).

The amendments address the universal proxy rules adopted by the SEC, by clarifying that, other than as permitted under the Bylaws, no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board.

The amendments also revise the advance notice disclosure requirements contained in the Bylaws to require the stockholder proposing business or nominating directors to provide additional representations and information. These amendments include, among others, provisions that (i) prohibit a stockholder from nominating a greater number of director candidates than are to be elected by stockholders at the applicable meeting or substituting or replacing any proposed nominee unless such substitute or replacement is nominated in accordance with the advance notice disclosure requirements contained in the Bylaws and (ii) require, except as otherwise determined by the chair of the meeting, a stockholder giving such notice to appear in person or by proxy at the annual or special meeting to present each director nominee for election or the proposed business, as applicable, or such matter shall not be considered at the meeting.

The amendments provide additional detail on the procedures to be followed by stockholders seeking to request that the Company hold a special meeting of stockholders.

The amendments also include a new Article XIV that contains exclusive forum provisions for certain litigation. Article XIV provides, in part, that, unless the Company consents in writing to the selection of an alternative forum, any Circuit Court in Maryland, or, if those courts do not have jurisdiction, the United States District Court for the District of Maryland, shall be the sole and exclusive forum for: (a) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law, or any successor statute (the “MGCL”), or any successor provision thereof, and any action or proceeding asserting any Internal Corporate Claim, including without limitation: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any claim, or any action or proceeding asserting a claim, based on an alleged breach of any duty owed by any director or officer or other employee of the Company to the Company or to the stockholders of the Company; or (iii) any claim, or any action or proceeding asserting a claim, against the Company or any director or officer or other employee of the Company arising under or pursuant to any provision of the MGCL, the Company’s charter or the Bylaws; or (b) any action or proceeding asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine. The provisions also provide that the federal district courts of the United States shall be the exclusive forum for any action or proceeding asserting claims arising under the Securities Act, as amended, including all causes of action asserted against any defendant to such action or proceeding.

The amendments also include certain technical, conforming, modernizing and clarifying changes to the Bylaws.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 6. 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.

~~4.1~~ 3.1*	~~Form~~Amended and Restate Bylaws of ~~Global Note for 4.600% Notes due 2033 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 24, 2022)~~Kimco Realty Corporation
31.1	Certification of the ~~Company’s~~ Chief Executive Officer ~~Conor C. Flynn,~~of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the ~~Company’s~~ Chief Financial Officer ~~Glenn G. Cohen,~~of Kimco Realty Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3	Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4	Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the ~~Company’s~~ Chief Executive Officer ~~Conor C. Flynn, and~~of Kimco Realty Corporation pursuant to Section 906 of the ~~Company’s~~Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer ~~Glenn G. Cohen,~~of Kimco Realty Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*	Certification of the Chief Executive Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4*	Certification of the Chief Financial Officer of Kimco Realty OP, LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.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)

* Furnished herewith.

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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~~July 28, ~~2022~~2023			/s/ Conor C. Flynn
(Date)			Conor C. Flynn
			Chief Executive Officer


~~October~~July 28, ~~2022~~2023			/s/ Glenn G. Cohen
(Date)			Glenn G. Cohen
			Chief Financial Officer

Table of Contents

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.

~~Title of each class~~	Trading ~~Symbol(s)~~	Name of each exchange on
Title of each class	Symbol(s)	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

Item 1.	Financial ~~Statements.~~Statements

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


Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022	35

	Condensed Consolidated Statements of ~~Income~~Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	46

	Condensed Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	57

	Condensed Consolidated Statements of Changes in Equity for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	68

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	810

Condensed Consolidated Financial Statements of Kimco Realty OP, LLC and Subsidiaries (unaudited)

	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	11

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	12

	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022	13

	Condensed Consolidated Statements of Changes in Capital for the Three and Six Months Ended June 30, 2023 and 2022	14

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	16

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

	Notes to Condensed Consolidated Financial ~~Statements.~~Statements (unaudited)	9 17

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	24 30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	37 42

Item 4.	Controls and Procedures.	42

	September 30, 2022		December 31, 2021		June 30, 2023			December 31, 2022
Assets:
Real estate, net of accumulated depreciation and amortization of $3,336,473 and $3,010,699, respectively	$	14,748,910	$	15,035,900
Real estate under development		5,672		5,672
Real estate, net of accumulated depreciation and amortization of $3,631,686 and $3,417,414, respectively					$	15,019,986		$	15,039,828
Investments in and advances to real estate joint ventures		1,092,351		1,006,899		1,098,336			1,091,551
Other investments		105,984		122,015		136,555			107,581
Cash and cash equivalents		123,531		334,663		536,477			149,829
Marketable securities		999,094		1,211,739		314,826			597,732
Accounts and notes receivable, net		269,887		254,677		294,608			304,226
Operating lease right-of-use assets, net		135,429		147,458		130,287			133,733
Other assets		434,711		340,176		396,643			401,642
Total assets (1)	$	17,915,569	$	18,459,199	$	17,927,718		$	17,826,122

Liabilities:
Notes payable, net	$	6,909,382	$	7,027,050	$	6,775,080		$	6,780,969
Mortgages payable, net		300,739		448,652		359,609			376,917
Accounts payable and accrued expenses						207,545			207,815
Dividends payable		5,326		5,366		5,308			5,326
Operating lease liabilities		114,923		123,779		111,129			113,679
Other liabilities		732,081		730,690		620,706			601,574
Total liabilities ~~(2)~~(1)		8,062,451		8,335,537		8,079,377			8,086,280
Redeemable noncontrolling interests		13,270		13,480		92,933			92,933

Commitments and Contingencies (Footnote 18)
Commitments and Contingencies (Footnote 17)

Stockholders' equity:
Preferred stock, $1.00 par value, authorized 7,054,000 shares; Issued and outstanding (in series) 19,435 and 19,580 shares, respectively; Aggregate liquidation preference $485,868 and $489,500, respectively		19		20
Common stock, $.01 par value, authorized 750,000,000 shares; Issued and outstanding 618,462,620 and 616,658,593 shares, respectively		6,185		6,167
Preferred stock, $1.00 par value, authorized 7,054,000 shares; Issued and outstanding (in series) 19,367 and 19,435 shares, respectively; Aggregate liquidation preference $484,179 and $485,868, respectively						19			19
Common stock, $.01 par value, authorized 750,000,000 shares; Issued and outstanding 619,888,890 and 618,483,565 shares, respectively						6,199			6,185
Paid-in capital		9,611,382		9,591,871		9,621,686			9,618,271
Retained earnings		78,790		299,115
Cumulative distributions in excess of net income						(20,748	)		(119,548	)
Accumulated other comprehensive income		6,688		2,216		15,942			10,581
Total stockholders' equity		9,703,064		9,899,389		9,623,098			9,515,508
Noncontrolling interests		136,784		210,793		132,310			131,401
Total equity		9,839,848		10,110,182		9,755,408			9,646,909
Total liabilities and equity	$	17,915,569	$	18,459,199	$	17,927,718		$	17,826,122

	Three Months Ended September 30,					Nine Months Ended September 30,
	2022		2021			2022		2021
Net income	$	56,371	$	509,204		$	161,603	$	767,747
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		212		-			4,472		-
Other comprehensive income		212		-			4,472		-

Comprehensive income		56,583		509,204			166,075		767,747

Comprehensive loss/(income) attributable to noncontrolling interests		1,583		(1,465	)		14,152		(5,369	)

Comprehensive income attributable to the Company	$	58,166	$	507,739		$	180,227	$	762,378

	Retained Earnings/ (Cumulative Distributions in Excess			Accumulated Other Comprehensive		Preferred Stock				Common Stock						Paid-in			Total Stockholders'			Noncontrolling			Total
	of Net Income)			Income		Issued		Amount		Issued			Amount			Capital			Equity			Interests			Equity
Balance at July 1, 2021	$	(68,265	)	$	-		20	$	20		433,517		$	4,335		$	5,771,179		$	5,707,269		$	64,946		$	5,772,215
Net income		507,739			-		-		-		-			-			-			507,739			1,465			509,204
Redeemable noncontrolling interests income		-			-		-		-		-			-			-			-			(353	)		(353	)
Dividends declared to common and preferred shares		(110,865	)		-		-		-		-			-			-			(110,865	)		-			(110,865	)
Distributions to noncontrolling interests		-			-		-		-		-			-			-			-			(887	)		(887	)
Issuance of common stock, net of issue costs		-			-		-		-		3,516			35			76,893			76,928			-			76,928
Issuance of common stock for merger		-			-		-		-		179,920			1,799			3,736,936			3,738,735			-			3,738,735
Surrender of common stock for taxes		-			-		-		-		(567	)		(5	)		(11,575	)		(11,580	)		-			(11,580	)
Exercise of common stock options		-			-		-		-		28			-			534			534			-			534
Amortization of equity awards		-			-		-		-		-			-			5,550			5,550			-			5,550
Noncontrolling interests assumed from the merger		-			-		-		-		-			-			-			-			179,037			179,037
Redemption/conversion of noncontrolling interests		-			-		-		-		-			-			-			-			(3,094	)		(3,094	)
Balance at September 30, 2021	$	328,609		$	-		20	$	20		616,414		$	6,164		$	9,579,517		$	9,914,310		$	241,114		$	10,155,424

Balance at July 1, 2022	$	163,210		$	6,476		19	$	19		618,483		$	6,185		$	9,605,163		$	9,781,053		$	190,684		$	9,971,737
Net income/(loss)		57,954			-		-		-		-			-			-			57,954			(1,583	)		56,371
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		-			212		-		-		-			-			-			212			-			212
Redeemable noncontrolling interests income		-			-		-		-		-			-			-			-			(192	)		(192	)
Dividends declared to common and preferred shares		(142,374	)		-		-		-		-			-			-			(142,374	)		-			(142,374	)
Distributions to noncontrolling interests		-			-		-		-		-			-			-			-			(52,125	)		(52,125	)
Surrender of common stock		-			-		-		-		(24	)		-			(115	)		(115	)		-			(115	)
Exercise of common stock options		-			-		-		-		4			-			88			88			-			88
Amortization of equity awards		-			-		-		-		-			-			6,261			6,261			-			6,261
Redemption/conversion of noncontrolling interests		-			-		-		-		-			-			(15	)		(15	)		-			(15	)
Balance at September 30, 2022	$	78,790		$	6,688		19	$	19		618,463		$	6,185		$	9,611,382		$	9,703,064		$	136,784		$	9,839,848

Item 1.	Legal Proceedings.	37 43

Item 1A.	~~PART II - OTHER INFORMATION~~Risk Factors.	43

~~Item 1. Legal Proceedings.~~	38

Item ~~1A. Risk Factors.~~ 2.	38

~~Item 2.~~ Unregistered Sales of Equity Securities and Use of Proceeds.	38 43

Item 3.	Defaults Upon Senior Securities.	38 44

Item 4.	Mine Safety Disclosures.	39 44

Item 5.	Other Information.	39 44

Item 6.	Exhibits.	39 44

Signatures		40 45

															Retained Earnings/
															(Cumulative			Accumulated
	Preferred Stock						Common Stock					Paid-in			Distributions in Excess			Other Comprehensive		Total Stockholders'			Noncontrolling			Total
	Issued			Amount			Issued			Amount		Capital			of Net Income)			Income		Equity			Interests			Equity
						��
Balance at April 1, 2022		20		$	20			618,002		$	6,180	$	9,589,955		$	412,659		$	2,216	$	10,011,030		$	204,132		$	10,215,162
Net loss		-			-			-			-		-			(119,501	)		-		(119,501	)		(11,226	)		(130,727	)
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		-			-			-			-		-			-			4,260		4,260			-			4,260
Redeemable noncontrolling interests income		-			-			-			-		-			-			-		-			(201	)		(201	)
Dividends declared to preferred shares		-			-			-			-		-			(6,315	)		-		(6,315	)		-			(6,315	)
Dividends declared to common shares		-			-			-			-		-			(123,697	)		-		(123,697	)		-			(123,697	)
Repurchase of preferred stock		(1	)		(1	)							(3,505	)		64			-		(3,442	)					(3,442	)
Distributions to noncontrolling interests		-			-			-			-		-			-			-		-			(1,718	)		(1,718	)
Issuance of common stock		-			-			450			5		11,276			-			-		11,281			-			11,281
Exercise of common stock options		-			-			46			-		989			-			-		989			-			989
Surrender of restricted common stock		-			-			(15	)		-		(101	)		-			-		(101	)		-			(101	)
Amortization of equity awards		-			-			-			-		6,472			-			-		6,472			-			6,472
Redemption/conversion of noncontrolling interests		-			-			-			-		77			-			-		77			(303	)		(226	)
Balance at June 30, 2022		19		$	19			618,483		$	6,185	$	9,605,163		$	163,210		$	6,476	$	9,781,053		$	190,684		$	9,971,737

Balance at April 1, 2023		19		$	19			619,892		$	6,199	$	9,614,913		$	21,390		$	10,581	$	9,653,102		$	132,805		$	9,785,907
Contributions from noncontrolling interests		-			-			-			-		-			-			-		-			3			3
Net income		-			-			-			-		-			106,626			-		106,626			2,644			109,270
Other comprehensive income:
Change in unrealized gains related to equity method investments		-			-			-			-		-			-			5,361		5,361			-			5,361
Redeemable noncontrolling interests income		-			-			-			-		-			-			-		-			(1,558	)		(1,558	)
Dividends declared to preferred shares		-			-			-			-		-			(6,200	)		-		(6,200	)		-			(6,200	)
Dividends declared to common shares		-			-			-			-		-			(142,564	)		-		(142,564	)		-			(142,564	)
Repurchase of preferred stock		-			-			-			-		(1,311	)		-			-		(1,311	)		-			(1,311	)
Distributions to noncontrolling interests		-			-			-			-		-			-			-		-			(1,584	)		(1,584	)
Surrender of restricted common stock		-			-			(3	)		-		(40	)		-			-		(40	)		-			(40	)
Amortization of equity awards		-			-			-			-		8,124			-			-		8,124			-			8,124
Balance at June 30, 2023		19		$	19			619,889		$	6,199	$	9,621,686		$	(20,748	)	$	15,942	$	9,623,098		$	132,310		$	9,755,408

	Nine Months Endeds September 30,						Six Months Ended June 30,
	2022			2021			2023			2022

Cash flow from operating activities:
Net income	$	161,603		$	767,747		$	403,046		$	105,232
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		380,324			261,687			255,546			254,905
Impairment charges		21,758			954			11,806			14,691
Straight-line rental income adjustments, net								(12,001	)		(17,437	)
Amortization of above-market and below-market leases, net								(10,002	)		(6,980	)
Amortization of deferred financing costs and fair value debt adjustments, net								(4,656	)		(14,066	)
Early extinguishment of debt charges		7,658			-			-			7,230
Equity award expense		20,185			17,971			17,457			13,994
Gain on sale of properties		(10,958	)		(30,841	)		(52,376	)		(7,137	)
Loss/(gain) on marketable securities, net		215,194			(542,510	)
(Gain)/loss on marketable securities, net								(4,417	)		139,703
Equity in income of joint ventures, net		(94,060	)		(54,095	)		(41,332	)		(67,700	)
Equity in income of other investments, net		(15,491	)		(10,365	)
Equity in income of other real estate investments, net								(6,641	)		(8,758	)
Distributions from joint ventures and other investments		66,875			54,188			35,742			45,775
Change in accounts and notes receivable, net		(10,950	)		(3,644	)		21,605			16,234
Change in accounts payable and accrued expenses		33,534			(55,569	)		1,237			(12,636	)
Change in other operating assets and liabilities, net		(69,916	)		11,747			(14,735	)		(20,717	)
Net cash flow provided by operating activities		705,756			417,270			600,279			442,333

Cash flow from investing activities:
Acquisition of operating real estate		(161,171	)		(102,682	)
Acquisition of operating real estate and other related net assets								(98,546	)		(29,282	)
Improvements to operating real estate		(128,592	)		(112,792	)		(108,346	)		(78,958	)
Acquisition of Weingarten Realty Investors, net of cash acquired of $56,465		-			(263,973	)
Investment in marketable securities		(3,348	)		-			(2,988	)		(1,870	)
Proceeds from sale of marketable securities		800			339			290,311			201
Investment in cost method investment		(4,497	)		-			(1,532	)		(3,000	)
Investments in and advances to real estate joint ventures		(80,496	)		(7,546	)		(18,751	)		(72,947	)
Reimbursements of investments in and advances to real estate joint ventures		31,540			9,113			7,961			22,865
Investments in and advances to other investments		(12,669	)		(59,504	)		(10,192	)		(9,473	)
Reimbursements of investments in and advances to other investments		29,444			48,420			419			29,104
Investment in other financing receivable		(75,063	)		(26,897	)
Collection of mortgage loans receivable		38,232			3,742
Investment in mortgage and other financing receivables								(11,211	)		(53,063	)
Collection of mortgage and other financing receivables								84			63
Proceeds from sale of properties		146,218			154,017			115,714			41,224
Net cash flow used for investing activities		(219,602	)		(357,763	)
Net cash flow provided by/(used for) investing activities								162,923			(155,136	)

Cash flow from financing activities:
Principal payments on debt, excluding normal amortization of rental property debt		(157,928	)		(136,222	)		(49,187	)		(115,166	)
Principal payments on rental property debt		(7,244	)		(7,481	)		(5,621	)		(4,827	)
Proceeds from mortgage loan financings		19,000			-			-			19,000
Proceeds from issuance of unsecured notes		1,250,000			500,000			-			600,000
Proceeds from unsecured revolving credit facility, net		128,000			-
Repayments of unsecured notes		(1,449,060	)		-			-			(547,063	)
Financing origination costs		(19,273	)		(7,017	)		(6,041	)		(10,281	)
Payment of early extinguishment of debt charges		(6,955	)		-			-			(6,527	)
Contributions from noncontrolling interests		891			-			4			891
Redemption/distribution of noncontrolling interests		(59,361	)		(7,558	)		(5,752	)		(7,029	)
Dividends paid		(396,182	)		(270,956	)		(297,748	)		(253,809	)
Proceeds from issuance of stock, net		14,926			79,433			3,727			14,838
Repurchase of preferred stock		(3,441	)		-			(1,491	)		(3,441	)
Shares repurchased for employee tax withholding on equity awards		(13,549	)		(20,787	)		(16,124	)		(13,521	)
Change in tenants' security deposits		2,890			1,364			1,679			1,873
Net cash flow (used for)/provided by financing activities		(697,286	)		130,776
Net cash flow used for financing activities								(376,554	)		(325,062	)

Net change in cash, cash equivalents and restricted cash		(211,132	)		190,283			386,648			(37,865	)
Cash, cash equivalents and restricted cash, beginning of the period		334,663			293,188			149,829			334,663
Cash, cash equivalents and restricted cash, end of the period	$	123,531		$	483,471		$	536,477		$	296,798

Interest paid during the period, including payment of early extinguishment of debt charges of $6,955 and $0, respectively (net of capitalized interest of $445 and $482, respectively)	$	186,193		$	122,297
Interest paid, including payment of early extinguishment of debt charges of $0 and $6,527, respectively (net of capitalized interest of $854 and $277, respectively)							$	124,674		$	132,912

Income taxes paid, net of refunds							$	56,774		$	2,138

	Three Months Ended June 30,						Six Months EndedJune 30,
	2023			2022			2023			2022
Revenues
Revenues from rental properties, net	$	439,008		$	423,273		$	877,346		$	845,927
Management and other fee income		3,832			3,925			8,386			8,520
Total revenues		442,840			427,198			885,732			854,447

Operating expenses
Rent		(4,145	)		(4,070	)		(8,158	)		(8,151	)
Real estate taxes		(57,621	)		(56,075	)		(115,127	)		(110,389	)
Operating and maintenance		(75,073	)		(69,784	)		(150,315	)		(139,009	)
General and administrative		(32,734	)		(27,981	)		(67,483	)		(57,929	)
Impairment charges		-			(14,419	)		(11,806	)		(14,691	)
Depreciation and amortization		(129,245	)		(124,611	)		(255,546	)		(254,905	)
Total operating expenses		(298,818	)		(296,940	)		(608,435	)		(585,074	)

Gain on sale of properties		13,170			2,944			52,376			7,137

Operating income		157,192			133,202			329,673			276,510

Other income/(expense)
Special dividend income		-			-			194,116			-
Other income, net		7,571			6,642			10,703			12,625
Gain/(loss) on marketable securities, net		14,561			(261,467	)		4,417			(139,703	)
Interest expense		(60,674	)		(56,466	)		(121,980	)		(113,485	)
Early extinguishment of debt charges		-			(57	)		-			(7,230	)

Income/(loss) before income taxes, net, equity in income of joint ventures, net, and equity in income from other investments, net		118,650			(178,146	)		416,929			28,717

(Provision)/benefit for income taxes, net		(31,027	)		(96	)		(61,856	)		57
Equity in income of joint ventures, net		17,128			44,130			41,332			67,700
Equity in income of other investments, net		4,519			3,385			6,641			8,758

Net income/(loss)		109,270			(130,727	)		403,046			105,232

Net (income)/loss attributable to noncontrolling interests		(2,644	)		11,226			(6,657	)		12,569

Net income/(loss) attributable to the Company		106,626			(119,501	)		396,389			117,801

Preferred distributions, net		(6,200	)		(6,250	)		(12,451	)		(12,604	)

Net income/(loss) available to the Company's common unitholders	$	100,426		$	(125,751	)	$	383,938		$	105,197

Per common unit:
Net income/(loss) available to the Company's common unitholders:
-Basic	$	0.16		$	(0.21	)	$	0.62		$	0.17
-Diluted	$	0.16		$	(0.21	)	$	0.62		$	0.17

Weighted average units:
-Basic		617,077			615,642			616,785			615,207
-Diluted		617,257			615,642			619,749			616,943

													Accumulated
													Other		Total
	Preferred Units						Common Units						Comprehensive		Members'			Noncontrolling			Total
	Issued			Amount			Issued			Amount			Income		Capital			Interests			Capital

Balance at April 1, 2022		20		$	472,533			618,002		$	9,536,281		$	2,216	$	10,011,030		$	204,132		$	10,215,162
Net income/(loss)		-			6,250			-			(125,751	)		-		(119,501	)		(11,226	)		(130,727	)
Other comprehensive income
Change in unrealized gains related to defined benefit plan		-			-			-			-			4,260		4,260			-			4,260
Redeemable noncontrolling interests income		-			-			-			-			-		-			(201	)		(201	)
Distributions declared to preferred unitholders		-			(6,250	)		-			-			-		(6,250	)		-			(6,250	)
Distributions declared to common unitholders		-			-			-			(123,698	)		-		(123,698	)		-			(123,698	)
Repurchase of preferred units		(1	)		(3,506	)		-			-			-		(3,506	)		-			(3,506	)
Distributions to noncontrolling interests		-			-			-			-			-		-			(1,718	)		(1,718	)
Issuance of common units		-			-			450			11,281			-		11,281			-			11,281
Surrender of restricted common units		-			-			(15	)		(101	)		-		(101	)		-			(101	)
Exercise of common stock options		-			-			46			989			-		989			-			989
Amortization of equity awards		-			-			-			6,472			-		6,472			-			6,472
Redemption/conversion of noncontrolling interests		-			-			-			77			-		77			(303	)		(226	)
Balance at June 30, 2022		19		$	469,027			618,483		$	9,305,550		$	6,476	$	9,781,053		$	190,684		$	9,971,737

Balance at April 1, 2023		19		$	468,707			619,892		$	9,173,814		$	10,581	$	9,653,102		$	132,805		$	9,785,907
Contributions from noncontrolling interests		-			-			-			-			-		-			3			3
Net income		-			6,200			-			100,426			-		106,626			2,644			109,270
Other comprehensive income
Change in unrealized gains related to equity method investments		-			-			-			-			5,361		5,361			-			5,361
Redeemable noncontrolling interests income		-			-			-			-			-		-			(1,558	)		(1,558	)
Distributions declared to preferred unitholders		-			(6,200	)		-			-			-		(6,200	)		-			(6,200	)
Distributions declared to common unitholders		-			-			-			(142,564	)		-		(142,564	)		-			(142,564	)
Repurchase of preferred units		-			(1,311	)		-			-			-		(1,311	)		-			(1,311	)
Distributions to noncontrolling interests		-			-			-			-			-		-			(1,584	)		(1,584	)
Surrender of restricted common units		-			-			(3	)		(40	)		-		(40	)		-			(40	)
Amortization of equity awards		-			-			-			8,124			-		8,124			-			8,124
Balance at June 30, 2023		19		$	467,396			619,889		$	9,139,760		$	15,942	$	9,623,098		$	132,310		$	9,755,408

	Six Months Ended June 30, 2022
Operating activities:
Straight-line rental income adjustments, net	$	(17.4	)
Amortization of above-market and below-market leases, net	$	(7.0	)
Amortization of deferred financing costs and fair value debt adjustments, net	$	(14.1	)
Change in accounts and notes receivable, net	$	17.4
Change in other operating assets and liabilities, net	$	21.1

	Three Months Ended		Nine Months Ended
	September 30, 2021		September 30, 2021
Revenues from rental properties, net	$	401.4	$	1,186.4
Net income (1)	$	561.4	$	854.3
Net income available to the Company’s common shareholders (1)	$	553.4	$	828.3
Net income available to the Company’s common shareholders per common share:
Basic (1)	$	0.91	$	1.35
Diluted (1)	$	0.90	$	1.34

Property Name	Location	Month Acquired	Purchase Price		GLA*
Ranchos San Marcos Parcel	San Marcos, CA	Jan-22	$	2,407		6
Columbia Crossing Parcel	Columbia, MD	Feb-22		16,239		60
Oak Forest Parcel	Houston, TX	Jun-22		3,846		4
Devon Village (1)	Devon, PA	Jun-22		733		-
Fishtown Crossing	Philadelphia, PA	Jul-22		39,291		133
Carman’s Plaza	Massapequa, NY	Jul-22		51,423		195
Pike Center (1)	Rockville, MD	Jul-22		21,850		-
			$	135,789		398

	Allocation as of September 30, 2022			Weighted Average Amortization Period (in Years)		Allocation as of June 30, 2023			Weighted Average Amortization Period (in Years)
Land	$	64,480			n/a	$	51,116			n/a
Building		58,800			50.0		99,947			50.0
Building improvements		4,480			45.0		10,125			45.0
Tenant improvements		4,963			6.9		8,320			4.1
Solar panels		2,308			20.0
In-place leases		7,249			6.4		11,080			4.1
Above-market leases		199			3.8		1,329			5.7
Below-market leases		(6,690	)		14.2		(16,551	)		23.6
Other assets							1,777			n/a
Other liabilities							(968	)		n/a
Net assets acquired	$	135,789				$	166,175

	Noncontrolling Ownership Interest		The Company’s Investment
Joint Venture	As of September 30, 2022		September 30, 2022		December 31, 2021
Prudential Investment Program		15.0%	$	153.8	$	163.0
Kimco Income Opportunity Portfolio (“KIR”) (1)		52.1%		281.7		186.0
Canada Pension Plan Investment Board (“CPP”)		55.0%		185.7		165.1
Other Institutional Joint Ventures	Various			260.4		281.8
Other Joint Venture Programs	Various			210.8		211.0
Total*			$	1,092.4	$	1,006.9

	Noncontrolling Ownership Interest		The Company’s Investment
Joint Venture	As of June 30, 2023		June 30, 2023		December 31, 2022
Prudential Investment Program		15.0%	$	144.8	$	153.6
Kimco Income Opportunity Portfolio (“KIR”)		52.1%		285.4		281.5
Canada Pension Plan Investment Board (“CPP”)		55.0%		200.8		190.8
Other Institutional Joint Ventures		Various		252.6		256.8
Other Joint Venture Programs		Various		214.7		208.9
Total*			$	1,098.3	$	1,091.6

	As of September 30, 2022							As of December 31, 2021							As of June 30, 2023							As of December 31, 2022
Joint Venture	Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*		Mortgages and Notes Payable, Net		Weighted Average Interest Rate			Weighted Average Remaining Term (months)*		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	$	381.0		4.28	%		36.1	$	426.9		2.02	%		45.6	$	340.5		5.85	%		27.7	$	380.1		5.20	%		33.1
KIR		324.9		4.21	%		46.4		492.6		2.55	%		27.9		273.1		5.82	%		45.2		297.9		5.46	%		47.2
CPP		83.4		4.89	%		46.1		84.2		1.85	%		55.0		82.5		5.70	%		37.1		83.1		6.14	%		43.0
Other Institutional Joint Ventures		233.3		4.30	%		50.7		232.9		1.65	%		59.7		233.8		5.76	%		41.8		233.5		4.30	%		47.7
Other Joint Venture Programs		391.9		3.99	%		74.6		402.1		3.58	%		83.0		370.9		4.41	%		65.4		388.8		4.10	%		71.8
Total	$	1,414.5						$	1,638.7						$	1,300.8						$	1,383.4

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021		2022		2021		2023			2022		2023			2022
Lease income:
Fixed lease income (1)	$	340,990	$	283,911	$	1,009,358	$	720,174	$	349,323		$	336,370	$	697,661		$	668,368
Variable lease income (2)		83,689		65,985		248,650		181,980		86,258			81,514		176,329			164,961
Above-market and below-market leases amortization, net		3,107		2,982		10,088		11,915		7,013			2,683		10,002			6,980
Adjustments for potentially uncollectible revenues and disputed amounts (3)		1,256		11,816		6,873		15,228		(3,586	)		2,706		(6,646	)		5,618
Total lease income	$	429,042	$	364,694	$	1,274,969	$	929,297	$	439,008		$	423,273	$	877,346		$	845,927

	Operating Leases			Finance Leases			Operating Leases			Finance Leases
Weighted-average remaining lease term (in years)		24.7			1.3			24.6			0.5
Weighted-average discount rate		6.62	%		4.44	%		6.63	%		4.44	%

Date Issued	Face Amount		Interest Rate			Maturity Date
Jul-22	$	22.0		10.00	%	Feb-24
Jun-22	$	16.5		9.00	%	Jun-25
Jun-22	$	19.6		10.00	%	Jun-29
May-22	$	14.0		8.00	%	May-29
Jan-22	$	3.0		8.00	%	Jul-22

Date Issued	Amount Issued		Interest Rate			Maturity Date
Aug-22	$	650.0		4.600	%	Feb-33
Feb-22	$	600.0		3.200	%	Apr-32

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

	September 30, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Notes payable, net (1) (3)	$	6,909,382	$	5,869,420	$	7,027,050	$	7,330,723
Mortgages payable, net (2) (3)	$	300,739	$	264,082	$	448,652	$	449,758

	(2)	The Company determined that its valuation of its mortgages payable were classified within Level 3 of the fair value hierarchy.
	(3)	The ~~Company determined the estimated fair~~carrying value includes deferred financing costs of ~~the Credit Facility~~$1.4 million and ~~mortgages payable using a discounted cash flow model using a rate that reflects the average yield~~$1.7 million as of ~~similar market participants.~~June 30, 2023 and December 31, 2022, respectively.

	Balance at June 30, 2023		Level 1		Level 2		Level 3
Assets:
Marketable equity securities	$	314,826	$	314,826	$	-	$	-
Liabilities:
Embedded derivative liability	$	56,000	$	-	$	-	$	56,000

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

As of September 30, 2022
As of June 30, 2023															As of June 30, 2023
Class of Preferred Stock	Shares Authorized		Shares Issued and Outstanding		Liquidation Preference (in thousands)		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date		Shares Authorized		Shares Issued and Outstanding		Liquidation Preference		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date
Class L		10,350		8,946	$	223,637		5.125	%	$	1.28125	$	1.00	8/16/2022			10,350		8,902	$	222,543		5.125	%	$	1.28125	$	1.00	8/16/2022
Class M		10,580		10,489		262,231		5.250	%	$	1.31250	$	1.00	12/20/2022			10,580		10,465		261,636		5.250	%	$	1.31250	$	1.00	12/20/2022
				19,435	$	485,868													19,367	$	484,179

As of December 31, 2021
As of December 31, 2022															As of December 31, 2022
Class of Preferred Stock	Shares Authorized		Share Issued and Outstanding		Liquidation Preference (in thousands)		Dividend Rate			Annual Dividend per Depositary Share		Par Value		Optional Redemption Date		Shares Authorized		Shares Issued and Outstanding		Liquidation Preference		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			10,350		8,946	$	223,637		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			10,580		10,489		262,231		5.250	%	$	1.31250	$	1.00	12/20/2022
				19,580	$	489,500													19,435	$	485,868

	2022
Change in Projected Benefit Obligation:
Benefit obligation at January 1	$	36,995
Interest cost		435
Actuarial gain		(6,028	)
Benefit payments		(1,093	)
Benefit obligation at September 30, 2022	$	30,309
Change in Plan Assets:
Fair value of plan assets at January 1	$	43,653
Actual return on plan assets		(1,343	)
Benefit payments		(1,093	)
Fair value of plan assets at September 30	$	41,217
Funded status at September 30 (included in Other assets)	$	10,908
Accumulated benefit obligation	$	30,309
Net gain recognized in other comprehensive income	$	6,688

~~Discount rate~~			~~4.23~~	%
~~Interest credit rate for cash balance plan~~			~~4.50~~	%

	Unrealized Gains Related to Defined Benefit Plan		Unrealized Gains Related to Defined Benefit Plan		Unrealized Gains Related to Equity Method Investments		Total
Balance as of January 1, 2022	$	2,216
Balance as of January 1, 2023			$	10,581	$	-	$	10,581
Other comprehensive income before reclassifications		4,472		-		5,361		5,361
Amounts reclassified from AOCI		-		-		-		-
Net current-period other comprehensive income		4,472		-		5,361		5,361
Balance as of September 30, 2022	$	6,688
Balance as of June 30, 2023			$	10,581	$	5,361	$	15,942

	Unrealized Gains Related to Defined Benefit Plan
Balance as of January 1, 2022	$	2,216
Other comprehensive income before reclassifications		4,260
Amounts reclassified from AOCI		-
Net current-period other comprehensive income		4,260
Balance as of June 30, 2022	$	6,476

			KIMCO REALTY OP, LLC BY: KIMCO REALTY CORPORATION, managing member




July 28, 2023			/s/ Conor C. Flynn
(Date)			Conor C. Flynn
			Chief Executive Officer


July 28, 2023			/s/ Glenn G. Cohen
(Date)			Glenn G. Cohen
			Chief Financial Officer