UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

or

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

For the transition period from                 to                

Commission File Number:   1-10899 (Kimco Realty Corporation)

Commission File Number: 333-269102-01 (Kimco Realty OP, LLC)

KIMCO REALTY CORPORATION

KIMCO REALTY OP, LLC

(Exact name of registrant as specified in its charter)

Maryland (Kimco Realty Corporation) Delaware (Kimco Realty OP, LLC)	13-2744380 92-1489725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 North Broadway, Suite 201, Jericho, NY 11753

(Address of principal executive offices) (Zip Code)

(516) 869-9000

(Registrant’s telephone number, including area code)

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

Kimco Realty Corporation

	Trading	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

Kimco Realty OP, LLC

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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

Kimco Realty Corporation Yes ☑ No ☐                                                      Kimco Realty OP, LLC Yes ☑ No ☐

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

Kimco Realty Corporation Yes ☑ No ☐                                                      Kimco Realty OP, LLC Yes ☑ No ☐

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

Kimco Realty Corporation:

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

Kimco Realty OP, LLC:

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ Smaller reporting company ☐ Emerging growth company ☐

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

Kimco Realty Corporation ☐                                                      Kimco Realty OP, LLC ☐

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

Kimco Realty Corporation Yes ☐ No ☑                                                      Kimco Realty OP, LLC Yes ☐ No ☑

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

As of July 20, 2023, Kimco Realty Corporation had 619,883,074 shares of common stock outstanding.

EXPLANATORY NOTE

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:

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

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

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

In order to highlight the differences between the Parent Company and Kimco OP, there are sections in this 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).

Throughout this Quarterly Report, unless the context requires otherwise:

● The “Company,” “we,” “our” or “us” refer to:

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

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

o in statements regarding qualification as a real estate investment trust (“REIT”), such terms refer solely to the Predecessor or Parent Company, as applicable.

● “Kimco OP” refers to Kimco Realty OP, LLC, our operating company following the UPREIT Merger.

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

3

Item 1.	Financial Statements
Condensed Consolidated Financial Statements of Kimco Realty Corporation and Subsidiaries (unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	5
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022	6
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022	7
	Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2023 and 2022	8
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	10
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 (unaudited)	17
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	42
Item 4.	Controls and Procedures.	42

Item 1.	Legal Proceedings.	43
Item 1A.	Risk Factors.	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	43
Item 3.	Defaults Upon Senior Securities.	44
Item 4.	Mine Safety Disclosures.	44
Item 5.	Other Information.	44
Item 6.	Exhibits.	44
Signatures		45

4

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except share information)

	June 30, 2023			December 31, 2022
Assets:
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		1,098,336			1,091,551
Other investments		136,555			107,581
Cash and cash equivalents		536,477			149,829
Marketable securities		314,826			597,732
Accounts and notes receivable, net		294,608			304,226
Operating lease right-of-use assets, net		130,287			133,733
Other assets		396,643			401,642
Total assets (1)	$	17,927,718		$	17,826,122
Liabilities:
Notes payable, net	$	6,775,080		$	6,780,969
Mortgages payable, net		359,609			376,917
Accounts payable and accrued expenses		207,545			207,815
Dividends payable		5,308			5,326
Operating lease liabilities		111,129			113,679
Other liabilities		620,706			601,574
Total liabilities (1)		8,079,377			8,086,280
Redeemable noncontrolling interests		92,933			92,933
Commitments and Contingencies (Footnote 17)
Stockholders' equity:
Preferred stock, $1.00 par value, authorized 7,054,000 shares; Issued and outstanding (in series) 19,367 and 19,435 shares, respectively; Aggregate liquidation preference $484,179 and $485,868, respectively		19			19
Common stock, $.01 par value, authorized 750,000,000 shares; Issued and outstanding 619,888,890 and 618,483,565 shares, respectively		6,199			6,185
Paid-in capital		9,621,686			9,618,271
Cumulative distributions in excess of net income		(20,748	)		(119,548	)
Accumulated other comprehensive income		15,942			10,581
Total stockholders' equity		9,623,098			9,515,508
Noncontrolling interests		132,310			131,401
Total equity		9,755,408			9,646,909
Total liabilities and equity	$	17,927,718		$	17,826,122

(1) Total assets include restricted assets of consolidated variable interest entities (“VIEs”) at June 30, 2023 and December 31, 2022 of $396,352 and $436,605, respectively. Total liabilities include non-recourse liabilities of consolidated VIEs at June 30, 2023 and December 31, 2022 of $186,157 and $199,132, respectively. See Footnote 12 of the Notes to Condensed Consolidated Financial Statements.

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

5

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 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 dividends, net		(6,200	)		(6,250	)		(12,451	)		(12,604	)
Net income/(loss) available to the Company's common shareholders	$	100,426		$	(125,751	)	$	383,938		$	105,197
Per common share:
Net income/(loss) available to the Company's common shareholders:
-Basic	$	0.16		$	(0.21	)	$	0.62		$	0.17
-Diluted	$	0.16		$	(0.21	)	$	0.62		$	0.17
Weighted average shares:
-Basic		617,077			615,642			616,785			615,207
-Diluted		617,257			615,642			619,749			616,943

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

6

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net income/(loss)	$	109,270		$	(130,727	)	$	403,046		$	105,232
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		-			4,260			-			4,260
Change in unrealized gains related to equity method investments		5,361			-			5,361			-
Other comprehensive income		5,361			4,260			5,361			4,260
Comprehensive income/(loss)		114,631			(126,467	)		408,407			109,492
Comprehensive (income)/loss attributable to noncontrolling interests		(2,644	)		11,226			(6,657	)		12,569
Comprehensive income/(loss) attributable to the Company	$	111,987		$	(115,241	)	$	401,750		$	122,061

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

7

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Three Months Ended June 30, 2023 and 2022

(unaudited)

(in thousands)

															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

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

8

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Six Months Ended June 30, 2023 and 2022

(unaudited)

(in thousands)

																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 January 1, 2022		20		$	20			616,659		$	6,167		$	9,591,871		$	299,115		$	2,216	$	9,899,389		$	210,793		$	10,110,182
Contributions from noncontrolling interests		-			-			-			-			-			-			-		-			891			891
Net income/(loss)		-			-			-			-			-			117,801			-		117,801			(12,569	)		105,232
Other comprehensive income:
Change in unrealized gains related to defined benefit plan		-			-			-			-			-			-			4,260		4,260			-			4,260
Redeemable noncontrolling interests income		-			-			-			-			-			-			-		-			(534	)		(534	)
Dividends declared to preferred shares		-			-			-			-			-			(12,669	)		-		(12,669	)		-			(12,669	)
Dividends declared to common shares		-			-			-			-			-			(241,101	)		-		(241,101	)		-			(241,101	)
Repurchase of preferred stock		(1	)		(1	)		-			-			(3,505	)		64			-		(3,442	)		-			(3,442	)
Distributions to noncontrolling interests		-			-			-			-			-			-			-		-			(6,058	)		(6,058	)
Issuance of common stock		-			-			2,162			22			11,259			-			-		11,281			-			11,281
Surrender of restricted common stock		-			-			(585	)		(6	)		(13,539	)		-			-		(13,545	)		-			(13,545	)
Exercise of common stock options		-			-			174			1			3,556			-			-		3,557			-			3,557
Amortization of equity awards		-			-			-			-			13,909			-			-		13,909			-			13,909
Redemption/conversion of noncontrolling interests		-			-			73			1			1,612			-			-		1,613			(1,839	)		(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 January 1, 2023		19		$	19			618,484		$	6,185		$	9,618,271		$	(119,548	)	$	10,581	$	9,515,508		$	131,401		$	9,646,909
Contributions from noncontrolling interests		-			-			-			-			-			-			-		-			3			3
Net income		-			-			-			-			-			396,389			-		396,389			6,657			403,046
Other comprehensive income:
Change in unrealized gains related to equity method investments		-			-			-			-			-			-			5,361		5,361			-			5,361
Redeemable noncontrolling interests income		-			-			-			-			-			-			-		-			(3,104	)		(3,104	)
Dividends declared to preferred shares		-			-			-			-			-			(12,450	)		-		(12,450	)		-			(12,450	)
Dividends declared to common shares		-			-			-			-			-			(285,139	)		-		(285,139	)		-			(285,139	)
Repurchase of preferred stock		-			-			-			-			(1,631	)		-			-		(1,631	)		-			(1,631	)
Distributions to noncontrolling interests		-			-			-			-			-			-			-		-			(2,647	)		(2,647	)
Issuance of common stock		-			-			1,988			20			(20	)		-			-		-			-			-
Surrender of restricted common stock		-			-			(756	)		(8	)		(16,129	)		-			-		(16,137	)		-			(16,137	)
Exercise of common stock options		-			-			173			2			3,725			-			-		3,727			-			3,727
Amortization of equity awards		-			-			-			-			17,470			-			-		17,470			-			17,470
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

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

9

KIMCO REALTY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Six Months Ended June 30,
	2023			2022
Cash flow from operating activities:
Net income	$	403,046		$	105,232
Adjustments to reconcile net income to net cash flow provided by operating activities:
Depreciation and amortization		255,546			254,905
Impairment charges		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		-			7,230
Equity award expense		17,457			13,994
Gain on sale of properties		(52,376	)		(7,137	)
(Gain)/loss on marketable securities, net		(4,417	)		139,703
Equity in income of joint ventures, net		(41,332	)		(67,700	)
Equity in income of other real estate investments, net		(6,641	)		(8,758	)
Distributions from joint ventures and other investments		35,742			45,775
Change in accounts and notes receivable, net		21,605			16,234
Change in accounts payable and accrued expenses		1,237			(12,636	)
Change in other operating assets and liabilities, net		(14,735	)		(20,717	)
Net cash flow provided by operating activities		600,279			442,333
Cash flow from investing activities:
Acquisition of operating real estate and other related net assets		(98,546	)		(29,282	)
Improvements to operating real estate		(108,346	)		(78,958	)
Investment in marketable securities		(2,988	)		(1,870	)
Proceeds from sale of marketable securities		290,311			201
Investment in cost method investment		(1,532	)		(3,000	)
Investments in and advances to real estate joint ventures		(18,751	)		(72,947	)
Reimbursements of investments in and advances to real estate joint ventures		7,961			22,865
Investments in and advances to other investments		(10,192	)		(9,473	)
Reimbursements of investments in and advances to other investments		419			29,104
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		115,714			41,224
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		(49,187	)		(115,166	)
Principal payments on rental property debt		(5,621	)		(4,827	)
Proceeds from mortgage loan financings		-			19,000
Proceeds from issuance of unsecured notes		-			600,000
Repayments of unsecured notes		-			(547,063	)
Financing origination costs		(6,041	)		(10,281	)
Payment of early extinguishment of debt charges		-			(6,527	)
Contributions from noncontrolling interests		4			891
Redemption/distribution of noncontrolling interests		(5,752	)		(7,029	)
Dividends paid		(297,748	)		(253,809	)
Proceeds from issuance of stock, net		3,727			14,838
Repurchase of preferred stock		(1,491	)		(3,441	)
Shares repurchased for employee tax withholding on equity awards		(16,124	)		(13,521	)
Change in tenants' security deposits		1,679			1,873
Net cash flow used for financing activities		(376,554	)		(325,062	)
Net change in cash, cash equivalents and restricted cash		386,648			(37,865	)
Cash, cash equivalents and restricted cash, beginning of the period		149,829			334,663
Cash, cash equivalents and restricted cash, end of the period	$	536,477		$	296,798
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

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

10

KIMCO REALTY OP, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except unit information)