Included within the Company’s operating properties at June 30, 2024 and December 31, 2023 are 30 consolidated entities, 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 June 30, 2024, total assets of these VIEs were $1.7 billion, and total liabilities were $167.9 million. At December 31, 2023, total assets of these VIEs were $1.8 billion, and total liabilities were $180.9 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, exclusive of Kimco OP, as follows (dollars in millions):


	As of June 30, 2024		As of December 31, 2023
Number of unencumbered VIEs		28		28
Number of encumbered VIEs		2		2
Total number of consolidated VIEs		30		30

Restricted Assets:
Real estate, net	$	324.1	$	379.8
Cash and cash equivalents		2.8		3.9
Accounts and notes receivable, net		2.2		3.6
Other assets		1.4		1.3
Total Restricted Assets	$	330.5	$	388.6

VIE Liabilities:
Mortgages payable, net	$	85.8	$	97.3
Accounts payable and accrued expenses		13.3		11.4
Operating lease liabilities		4.9		5.0
Other liabilities		63.9		67.2
Total VIE Liabilities	$	167.9	$	180.9

Included in the Company’s preferred equity investments at June 30, 2024, 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, 2024, the Company’s investment in this VIE was $36.6 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 the Company’s carrying value in this investment. 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 construction loan financing or capital contributions from the Company and the outside partner in accordance with their respective ownership percentages if necessary.