Brixmor Property Group Inc. 10-K

Item 9A. Controls and Procedures Controls and Procedures (Brixmor Property Group Inc.) Evaluation of Disclosure Controls and Procedures BPG maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. BPG’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, BPG’s principal executive officer, James M. Taylor, and principal financial officer, Angela Aman, concluded that BPG’s disclosure controls and procedures were effective as of December 31, 2020. Management’s Report on Internal Control Over Financial Reporting BPG’s management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of BPG’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. BPG’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of BPG’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of BPG are being made only in accordance with authorizations of management and directors of BPG; and provide reasonable assurance 41 regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on BPG’s financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, BPG conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on its assessment and those criteria, BPG’s management concluded that its internal control over financial reporting was effective as of December 31, 2020. Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report, included herein, on the effectiveness of BPG’s internal control over financial reporting. Changes in Internal Control over Financial Reporting There have been no changes in BPG’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2020 that have materially affected, or that are reasonably likely to materially affect, BPG’s internal control over financial reporting. Controls and Procedures (Brixmor Operating Partnership LP) Evaluation of Disclosure Controls and Procedures The Operating Partnership maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. The Operating Partnership’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Operating Partnership’s principal executive officer, James M. Taylor, and principal financial officer, Angela Aman, concluded that the Operating Partnership’s disclosure controls and procedures were effective as of December 31, 2020. Management’s Report on Internal Control Over Financial Reporting The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of the Operating Partnership’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Operating Partnership’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Operating Partnership’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and directors of the Operating Partnership; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on the Operating Partnership’s financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 42 Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the COSO of the Treadway Commission. Based on its assessment and those criteria, the Operating Partnership’s management concluded that its internal control over financial reporting was effective as of December 31, 2020. Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report, included herein, on the effectiveness of the Operating Partnership’s internal control over financial reporting. Changes in Internal Control over Financial Reporting There have been no changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2020 that have materially affected, or that are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting. Item 9B. Other Information None. 43 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 will be included in the definitive proxy statement relating to the 2021 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2021 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2020 fiscal year covered by this Form 10-K. Item 11. Executive Compensation The information required by Item 11 will be included in the definitive proxy statement relating to the 2021 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2021 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2020 fiscal year covered by this Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 will be included in the definitive proxy statement relating to the 2021 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2021 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2020 fiscal year covered by this Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 will be included in the definitive proxy statement relating to the 2021 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2021 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2020 fiscal year covered by this Form 10-K. Item 14. Principal Accountant Fees and Services The information required by Item 14 will be included in the definitive proxy statement relating to the 2021 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2021 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2020 fiscal year covered by this Form 10-K. 44 PART IV Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this report Form 10-K Page 1 CONSOLIDATED STATEMENTS Reports of Independent Registered Public Accounting Firm F- 2 Brixmor Property Group Inc.: Consolidated Balance Sheets as of December 31, 2020 and 2019 F- 8 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 F- 9 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 F- 10 Consolidated Statement of Changes in Equity for the Years Ended December 31, 2020, 2019 and 2018 F- 11 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 F- 12 Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2020 and 2019 F- 13 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 F- 14 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 F- 15 Consolidated Statement of Changes in Capital for the Years Ended December 31, 2020, 2019 and 2018 F- 16 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 F- 17 Notes to Consolidated Financial Statements F- 18 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II – Valuation and Qualifying Accounts F- 43 Schedule III – Real Estate and Accumulated Depreciation F- 44 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 45 (b) Exhibits . The following documents are filed as exhibits to this report: Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 3.1 Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 2013 8-K 001-36160 11/4/2013 3.1 3.2 Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of February 28, 2017 8-K 001-36160 3/3/2017 3.1 3.3 Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP 10-K 001-36160 3/12/2014 10.7 3.4 Second Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 28, 2019, by and among Brixmor OP GP LLC, as General Partner, BPG Subsidiary Inc., as Limited Partner, BPG Sub LLC, as Limited Partner, and the other limited partners from time to time party thereto 10-Q 001-36160 10/28/2019 3.1 4.1 Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (the “2015 Indenture”) 8-K 001-36160 1/21/2015 4.1 4.2 First Supplemental Indenture to the 2015 Indenture, dated January 21, 2015, among Brixmor Operating Partnership LP, as issuer, and Brixmor OP GP LLC and BPG Subsidiary Inc., as possible future guarantors, and The Bank of New York Mellon, as trustee 8-K 001-36160 1/21/2015 4.2 4.3 Second Supplemental Indenture to the 2015 Indenture, dated August 10, 2015, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/10/2015 4.2 4.4 Third Supplemental Indenture to the 2015 Indenture, dated June 13, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 6/13/2016 4.2 4.5 Fourth Supplemental Indenture to the 2015 Indenture, dated August 24, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/24/2016 4.2 4.6 Fifth Supplemental Indenture to the 2015 Indenture, dated March 8, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 3/8/2017 4.2 4.7 Sixth Supplemental Indenture to the 2015 Indenture, dated June 5, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 6/5/2017 4.2 46 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 4.8 Seventh Supplemental Indenture to the 2015 Indenture, dated August 31, 2018, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/28/2018 4.2 4.9 Eighth Supplemental Indenture to the 2015 Indenture, dated May 10, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 5/10/2019 4.2 4.10 Amendment No. 1 to the Eighth Supplemental Indenture, dated August 15, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/15/2019 4.3 4.11 Ninth Supplemental Indenture, dated June 10, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 6/10/2020 4.2 4.12 Amendment No. 1 to the Ninth Supplemental Indenture, dated August 20, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 8/20/2020 4.3 4.1 3 Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”) S-3 33-61383 7/28/1995 4.2 4.1 4 First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company 10-Q 001-12244 11/12/1999 10.2 4.1 5 Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association 10-Q 001-12244 8/9/2007 4.2 4.1 6 Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S. Bank Trust National Association S-11 333-190002 8/23/2013 4.4 4.1 7 Supplemental Indenture to the 1995 Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association 8-K 001-36160 10/17/2014 4.1 4.1 8 Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999 Indenture”) 8-K 001-12244 2/3/1999 4.1 4.1 9 Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC, New Plan Realty Trust, LLC and U.S. Bank Trust National Association 10-Q 001-12244 8/9/2007 4.3 4. 2 0 Description of Registered Securities — — — — x 47 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 10.1* 2013 Omnibus Incentive Plan S-11 333-190002 9/23/2013 10.18 10.2* Form of Director and Officer Indemnification Agreement S-11 333-190002 8/23/2013 10.19 10.3* Form of Director Restricted Stock Award Agreement S-11 333-190002 10/4/2013 10.30 10.4* Form of Restricted Stock Unit Agreement 10-Q 001-36160 4/26/2016 10.6 10.5* Form of Brixmor Property Group Inc. Restricted Stock Unit Agreement (TRSUs, PRSUs, and OPRSUs) 8-K 001-36160 3/6/2018 10.1 10.6* Employment Agreement, dated April 12, 2016 by and between Brixmor Property Group Inc. and James M. Taylor 10-Q 001-36160 7/25/2016 10.1 10.7* Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc. and Angela Aman 10-Q 001-36160 7/25/2016 10.2 10.8* First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Angela Aman 8-K 001-36160 3/8/2019 10.1 10.9* Employment Agreement, dated May 11, 2016 by and between Brixmor Property Group Inc. and Mark T. Horgan 10-K 001-36160 2/13/2017 10.22 10.10* First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Mark T. Horgan 8-K 001-36160 3/8/2019 10.2 10.11* Employment Agreement, dated December 5, 2014 by and between Brixmor Property Group Inc. and Brian T. Finnegan 10-K 001-36160 2/13/2017 10.23 10.12* Employment Agreement, dated November 1, 2011, between Brixmor Property Group Inc. and Steven F. Siegel S-11 333-190002 8/23/2013 10.23 10.13* First Amendment to Employment Agreement, dated February 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel 10-Q 001-36160 4/29/2019 10.3 10.14* Second Amendment to Employment Agreement, dated April 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel 10-Q 001-36160 4/29/2019 10.4 10.15 Amended and Restated Term Loan Agreement, dated as of December 12, 2018, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto 10-K 001-36160 2/11/2019 10.4 10.16 Amendment No. 1 to Amended and Restated Term Loan Agreement, dated as of April 29, 2020, by and among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto 8-K 001-36160 5/1/2020 10.2 48 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 10. 17 Term Loan Agreement, dated as of July 28, 2017, among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “2017 Term Loan Agreement”) 8-K 001-36160 7/31/2017 10.1 10. 18 Amendment No. 1 to the 2017 Term Loan Agreement, dated December 12, 2018, among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto 10-K 001-36160 2/11/2019 10.25 10.19 Amendment No. 2 to Term Loan Agreement, dated as April 29, 2020, by and among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto 8-K 001-36160 5/1/2020 10.3 10. 20 Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 12, 2018, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto 10-K 001-36160 2/11/2019 10.26 10.21 Amendment No. 1 to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 29, 2020, by and among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto 8-K 001-36160 5/1/2020 10.1 21.1 Subsidiaries of the Brixmor Property Group Inc. — — — — x 21.1 Subsidiaries of the Brixmor Operating Partnership LP — — — — x 23.1 Consent of Deloitte & Touche LLP for Brixmor Property Group Inc. — — — — x 23.2 Consent of Deloitte & Touche LLP for Brixmor Operating Partnership LP — — — — x 31.1 Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x 31.2 Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x 49 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 31.3 Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x 31.4 Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x 32.1 Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — — — — x 32.2 Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — — — — x 99.1 Property List — — — — x 101.INS XBRL Instance Document — — — — x 101.SCH XBRL Taxonomy Extension Schema Document — — — — x 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document — — — — x 101.DEF XBRL Taxonomy Extension Definition Linkbase Document — — — — x 101.LAB XBRL Taxonomy Extension Label Linkbase Document — — — — x 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document — — — — x 104 Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) x * Indicates management contract or compensatory plan or arrangement. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. Item 16. Form 10-K Summary None. 50 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. BRIXMOR PROPERTY GROUP INC. Date: February 11, 2021 By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer) BRIXMOR OPERATING PARTNERSHIP LP Date: February 11, 2021 By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: February 11, 2021 By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer, Director, Sole Director of Sole Member of General Partner of Operating Partnership) Date: February 11, 2021 By: /s/ Angela Aman Angela Aman Chief Financial Officer (Principal Financial Officer) Date: February 11, 2021 By: /s/ Steven Gallagher Steven Gallagher Chief Accounting Officer (Principal Accounting Officer) Date: February 11, 2021 By: /s/ John G. Schreiber John G. Schreiber Chairman of the Board of Directors Date: February 11, 2021 By: /s/ Michael Berman Michael Berman Director Date: February 11, 2021 By: /s/ Sheryl M. Crosland Sheryl M. Crosland Director Date: February 11, 2021 By: /s/ Thomas W. Dickson Thomas W. Dickson Director Date: February 11, 2021 By: /s/ Daniel B. Hurwitz Daniel B. Hurwitz Director Date: February 11, 2021 By: /s/ William D. Rahm William D. Rahm Director Date: February 11, 2021 By: /s/ Gabrielle Sulzberger Gabrielle Sulzberger Director Date: February 11, 2021 By: /s/ Juliann Bowerman Juliann Bowerman Director 51 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES Form 10-K Page 1 CONSOLIDATED STATEMENTS Reports of Independent Registered Public Accounting Firm F- 2 Brixmor Property Group Inc.: Consolidated Balance Sheets as of December 31, 2020 and 2019 F- 8 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 F- 9 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 F- 10 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2020, 2019 and 2018 F- 11 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 F- 12 Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2020 and 2019 F- 13 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 F- 14 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 F- 15 Consolidated Statements of Changes in Capital for the Years Ended December 31, 2020, 2019 and 2018 F- 16 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 F- 17 Notes to Consolidated Financial Statements F- 18 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II – Valuation and Qualifying Accounts F- 43 Schedule III – Real Estate and Accumulated Depreciation F- 44 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Brixmor Property Group Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 11, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements Critical Audit Matter Description The Company, on a periodic basis, assesses whether there are indicators, including changes in anticipated holding period, that the value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged), considering the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Changes in any estimates and/or assumptions, including the anticipated holding period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized for the excess of its carrying amount over its fair value. The Company utilizes estimates and assumptions when determining potential impairments based on the asset’s projected operating cash flows. We identified management’s estimate of anticipated holding period for the properties evaluated for impairment as a critical audit matter because of the significance of the estimate within F-2 management’s evaluation of the recoverability of real estate assets. Changes in the anticipated holding period could have a material impact on the projected operating cash flows and the amount of recorded impairment charge(s). This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assessment of expected remaining holding period. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates in determining the impairment of real estate asset values included the following, among others: • We tested the effectiveness of controls over management’s impairment analysis, including controls over the estimate of the anticipated holding period of real estate assets. • We evaluated the Company’s estimate of holding periods by: ◦ Performing a retrospective analysis to compare historical estimates for real estate assets that have subsequently been disposed. ◦ Obtaining and evaluating financial and operational evidence of the assumption of the anticipated holding period. Evaluation of Collectability of Receivables – Refer to Note 1 to the financial statements Critical Audit Matter Description The Company periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The Company analyzes individual tenant receivables and considers tenant creditworthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income. Due to the economic impacts from the COVID-19 pandemic, the Company has experienced an increase in the number of tenants that are delinquent in their lease obligations and has recognized significant levels compared to historical levels of revenues deemed uncollectible and straight-line rent receivable reversals. The Company exercises judgments when determining the collectability of receivables related to revenue generating activities on an individual tenant basis. We identified management’s assumptions utilized in determining if a tenant’s lease payments are collectible as a critical audit matter because of the material impact to Rental income. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assessment of collectability. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s assumptions in evaluating the collectability of rental revenue receivables included the following, among others: • We tested the effectiveness of controls over management’s collectability assessment including controls over the assumptions utilized by management. • We evaluated the Company’s estimate of the collectability of receivables by: ◦ Assessing tenants that are deemed uncollectible by testing management’s estimate including reading available information including tenant’s filings, financial statements, news articles, and analyst reports among other procedures to validate management’s conclusions based on the tenant’s industry, creditworthiness, and payment history. ◦ Analyzing tenants that are deemed collectible and who have large outstanding receivable balances, disputed charges, or recent deferral or abatement agreements by assessing analyst and industry reports to evaluate management’s conclusions. ◦ Obtaining operational evidence by inquiring with Company employees in departments outside of accounting to corroborate evidence regarding specific tenant’s collectability assessment. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 11, 2021 We have served as the Company's auditor since 2015. F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Brixmor Property Group Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 11, 2021, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 11, 2021 F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners and the Board of Directors of Brixmor Operating Partnership LP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP and Subsidiaries (the “Operating Partnership”) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in capital, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 11, 2021, expressed an unqualified opinion on the Operating Partnership's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements Critical Audit Matter Description The Operating Partnership, on a periodic basis, assesses whether there are indicators, including changes in anticipated holding period, that the value of the Operating Partnership’s real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged), considering the anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Changes in any estimates and/or assumptions, including the anticipated holding period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized for the excess of its carrying amount over its fair value. The Operating Partnership utilizes estimates and assumptions when determining potential impairments based on the asset’s projected operating cash flows. We identified management’s estimate of anticipated holding period for the properties evaluated for impairment as a critical audit matter because of the significance of the estimate within F-5 management’s evaluation of the recoverability of real estate assets. Changes in the anticipated holding period could have a material impact on the projected operating cash flows and the amount of recorded impairment charge(s). This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assessment of expected remaining holding period. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates in determining the impairment of real estate asset values included the following, among others: • We tested the effectiveness of controls over management’s impairment analysis, including controls over the estimate of the anticipated holding period of real estate assets. • We evaluated the Operating Partnership’s estimate of holding periods by: ◦ Performing a retrospective analysis to compare historical estimates for real estate assets that have subsequently been disposed. ◦ Obtaining and evaluating financial and operational evidence of the assumption of the anticipated holding period. Evaluation of Collectability of Receivables – Refer to Note 1 to the financial statements Critical Audit Matter Description The Operating Partnership periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The Operating Partnership analyzes individual tenant receivables and considers tenant creditworthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income. Due to the economic impacts from the COVID-19 pandemic, the Operating Partnership has experienced an increase in the number of tenants that are delinquent in their lease obligations and has recognized significant levels compared to historical levels of revenues deemed uncollectible and straight-line rent receivable reversals. The Operating Partnership exercises judgments when determining the collectability of receivables related to revenue generating activities on an individual tenant basis. We identified management’s assumptions utilized in determining if a tenant’s lease payments are collectible as a critical audit matter because of the material impact to Rental income. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assessment of collectability. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s assumptions in evaluating the collectability of rental revenue receivables included the following, among others: • We tested the effectiveness of controls over management’s collectability assessment including controls over the assumptions utilized by management. • We evaluated the Operating Partnership’s estimate of the collectability of receivables by: ◦ Assessing tenants that are deemed uncollectible by testing management’s estimate including reading available information including tenant’s filings, financial statements, news articles, and analyst reports among other procedures to validate management’s conclusions based on the tenant’s industry, creditworthiness, and payment history. ◦ Analyzing tenants that are deemed collectible and who have large outstanding receivable balances, disputed charges, or recent deferral or abatement agreements by assessing analyst and industry reports to evaluate management’s conclusions. ◦ Obtaining operational evidence by inquiring with Operating Partnership employees in departments outside of accounting to corroborate evidence regarding specific tenant’s collectability assessment. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 11, 2021 We have served as the Operating Partnership’s auditor since 2015. F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners and the Board of Directors of Brixmor Operating Partnership LP Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Operating Partnership LP and Subsidiaries (the “Operating Partnership”) as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Operating Partnership and our report dated February 11, 2021, expressed an unqualified opinion on those financial statements. Basis for Opinion The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 11, 2021 F-7 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) December 31, 2020 December 31, 2019 Assets Real estate Land $ 1,740,263 $ 1,767,029 Buildings and improvements 8,423,298 8,356,571 10,163,561 10,123,600 Accumulated depreciation and amortization ( 2,659,448 ) ( 2,481,250 ) Real estate, net 7,504,113 7,642,350 Cash and cash equivalents 368,675 19,097 Restricted cash 1,412 2,426 Marketable securities 19,548 18,054 Receivables, net 240,323 234,246 Deferred charges and prepaid expenses, net 139,260 143,973 Real estate assets held for sale 18,014 22,171 Other assets 50,802 60,179 Total assets $ 8,342,147 $ 8,142,496 Liabilities Debt obligations, net $ 5,167,330 $ 4,861,185 Accounts payable, accrued expenses and other liabilities 494,116 537,454 Total liabilities 5,661,446 5,398,639 Commitments and contingencies (Note 15) — — Equity Common stock, $ 0.01 par value; authorized 3,000,000,000 shares; 305,621,403 and 305,334,144 shares issued and 296,494,411 and 297,857,267 shares outstanding 2,965 2,979 Additional paid-in capital 3,213,990 3,230,625 Accumulated other comprehensive loss ( 28,058 ) ( 9,543 ) Distributions in excess of net income ( 508,196 ) ( 480,204 ) Total equity 2,680,701 2,743,857 Total liabilities and equity $ 8,342,147 $ 8,142,496 The accompanying notes are an integral part of these consolidated financial statements. F-8 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year Ended December 31, 2020 2019 2018 Revenues Rental income $ 1,050,943 $ 1,166,379 $ 1,233,068 Other revenues 2,323 1,879 1,272 Total revenues 1,053,266 1,168,258 1,234,340 Operating expenses Operating costs 111,678 124,876 136,217 Real estate taxes 168,943 170,988 177,401 Depreciation and amortization 335,583 332,431 352,245 Provision for doubtful accounts — — 10,082 Impairment of real estate assets 19,551 24,402 53,295 General and administrative 98,280 102,309 93,596 Total operating expenses 734,035 755,006 822,836 Other income (expense) Dividends and interest 482 699 519 Interest expense ( 199,988 ) ( 189,775 ) ( 215,025 ) Gain on sale of real estate assets 34,499 54,767 209,168 Loss on extinguishment of debt, net ( 28,052 ) ( 1,620 ) ( 37,096 ) Other ( 4,999 ) ( 2,550 ) ( 2,786 ) Total other expense ( 198,058 ) ( 138,479 ) ( 45,220 ) Net income $ 121,173 $ 274,773 $ 366,284 Net income per common share: Basic $ 0.41 $ 0.92 $ 1.21 Diluted $ 0.41 $ 0.92 $ 1.21 Weighted average shares: Basic 296,972 298,229 302,074 Diluted 297,899 299,334 302,339 The accompanying notes are an integral part of these consolidated financial statements. F-9 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2020 2019 2018 Net income $ 121,173 $ 274,773 $ 366,284 Other comprehensive income (loss) Change in unrealized loss on interest rate swaps, net (Note 6) ( 18,571 ) ( 25,713 ) ( 8,361 ) Change in unrealized gain on marketable securities 56 197 123 Total other comprehensive loss ( 18,515 ) ( 25,516 ) ( 8,238 ) Comprehensive income $ 102,658 $ 249,257 $ 358,046 The accompanying notes are an integral part of these consolidated financial statements. F-10 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except per share data) Common Stock Number Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Net Income Total Beginning balance, January 1, 2018 304,620 $ 3,046 $ 3,330,466 $ 24,211 $ ( 449,375 ) $ 2,908,348 Common stock dividends ($ 1.105 per common share) — — — — ( 333,097 ) ( 333,097 ) Equity compensation expense — — 9,378 — — 9,378 Other comprehensive loss — — — ( 8,238 ) — ( 8,238 ) Issuance of common stock and OP Units 184 2 — — — 2 Repurchases of common stock ( 6,315 ) ( 63 ) ( 104,637 ) — — ( 104,700 ) Share-based awards retained for taxes — — ( 1,878 ) — — ( 1,878 ) Net income — — — — 366,284 366,284 Ending balance, December 31, 2018 298,489 2,985 3,233,329 15,973 ( 416,188 ) 2,836,099 ASC 842 cumulative adjustment — — — — ( 1,974 ) ( 1,974 ) Common stock dividends ($ 1.125 per common share) — — — — ( 336,815 ) ( 336,815 ) Equity compensation expense — — 13,571 — — 13,571 Other comprehensive loss — — — ( 25,516 ) — ( 25,516 ) Issuance of common stock and OP Units 203 3 — — — 3 Repurchases of common stock ( 835 ) ( 9 ) ( 14,554 ) — — ( 14,563 ) Share-based awards retained for taxes — — ( 1,721 ) — — ( 1,721 ) Net income — — — — 274,773 274,773 Ending balance, December 31, 2019 297,857 2,979 3,230,625 ( 9,543 ) ( 480,204 ) 2,743,857 Common stock dividends ($ 0.500 per common share) — — — — ( 149,165 ) ( 149,165 ) Equity compensation expense — — 11,895 — — 11,895 Other comprehensive loss — — — ( 18,515 ) — ( 18,515 ) Issuance of common stock and OP Units 287 3 — — — 3 Repurchases of common stock ( 1,650 ) ( 17 ) ( 24,990 ) — — ( 25,007 ) Share-based awards retained for taxes — — ( 3,540 ) — — ( 3,540 ) Net income — — — — 121,173 121,173 Ending balance, December 31, 2020 296,494 $ 2,965 $ 3,213,990 $ ( 28,058 ) $ ( 508,196 ) $ 2,680,701 The accompanying notes are an integral part of these consolidated financial statements. F-11 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2020 2019 2018 Operating activities: Net income $ 121,173 $ 274,773 $ 366,284 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 335,583 332,431 352,245 (Accretion) amortization of debt premium and discount, net ( 1,068 ) 966 ( 2,572 ) Deferred financing cost amortization 7,527 7,063 6,601 Accretion of above- and below-market leases, net ( 16,495 ) ( 18,824 ) ( 26,566 ) Tenant inducement amortization and other 3,579 3,600 3,424 Impairment of real estate assets 19,551 24,402 53,295 Gain on sale of real estate assets ( 34,499 ) ( 54,767 ) ( 209,168 ) Equity compensation expense, net 10,951 12,661 9,378 Loss on extinguishment of debt, net 28,052 1,620 37,096 Changes in operating assets and liabilities: Receivables, net ( 9,795 ) ( 26,999 ) ( 12,312 ) Deferred charges and prepaid expenses ( 22,560 ) ( 30,702 ) ( 40,575 ) Other assets ( 475 ) ( 179 ) 3,735 Accounts payable, accrued expenses and other liabilities 1,577 2,627 824 Net cash provided by operating activities 443,101 528,672 541,689 Investing activities: Improvements to and investments in real estate assets ( 284,756 ) ( 395,095 ) ( 268,689 ) Acquisitions of real estate assets ( 3,425 ) ( 79,634 ) ( 17,447 ) Proceeds from sales of real estate assets 122,387 290,153 957,955 Purchase of marketable securities ( 22,565 ) ( 37,781 ) ( 33,096 ) Proceeds from sale of marketable securities 21,110 50,293 30,880 Net cash provided by (used in) investing activities ( 167,249 ) ( 172,064 ) 669,603 Financing activities: Repayment of secured debt obligations ( 7,000 ) — ( 895,717 ) Repayment of borrowings under unsecured revolving credit facility ( 653,000 ) ( 586,000 ) ( 194,000 ) Proceeds from borrowings under unsecured revolving credit facility 646,000 287,000 500,000 Proceeds from unsecured notes 820,396 771,623 250,000 Repayment of borrowings under unsecured term loans and notes ( 500,000 ) ( 500,000 ) ( 435,000 ) Deferred financing and debt extinguishment costs ( 34,740 ) ( 7,294 ) ( 56,598 ) Distributions to common stockholders ( 170,397 ) ( 334,895 ) ( 333,411 ) Repurchases of common shares ( 25,007 ) ( 14,563 ) ( 104,700 ) Repurchases of common shares in conjunction with equity award plans ( 3,540 ) ( 1,721 ) ( 1,878 ) Net cash provided by (used in) financing activities 72,712 ( 385,850 ) ( 1,271,304 ) Net change in cash, cash equivalents and restricted cash 348,564 ( 29,242 ) ( 60,012 ) Cash, cash equivalents and restricted cash at beginning of period 21,523 50,765 110,777 Cash, cash equivalents and restricted cash at end of period $ 370,087 $ 21,523 $ 50,765 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 368,675 $ 19,097 $ 41,745 Restricted cash 1,412 2,426 9,020 Cash, cash equivalents and restricted cash at end of period $ 370,087 $ 21,523 $ 50,765 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 4,231 , $ 3,480 and $ 2,478 $ 183,187 $ 178,890 $ 212,889 State and local taxes paid 3,577 2,134 2,180 The accompanying notes are an integral part of these consolidated financial statements. F-12 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except unit information) December 31, 2020 December 31, 2019 Assets Real estate Land $ 1,740,263 $ 1,767,029 Buildings and improvements 8,423,298 8,356,571 10,163,561 10,123,600 Accumulated depreciation and amortization ( 2,659,448 ) ( 2,481,250 ) Real estate, net 7,504,113 7,642,350 Cash and cash equivalents 358,661 19,081 Restricted cash 1,412 2,426 Marketable securities 19,548 18,054 Receivables, net 240,323 234,246 Deferred charges and prepaid expenses, net 139,260 143,973 Real estate assets held for sale 18,014 22,171 Other assets 50,802 60,179 Total assets $ 8,332,133 $ 8,142,480 Liabilities Debt obligations, net $ 5,167,330 $ 4,861,185 Accounts payable, accrued expenses and other liabilities 494,116 537,454 Total liabilities 5,661,446 5,398,639 Commitments and contingencies (Note 15) — — Capital Partnership common units; 305,621,403 and 305,334,144 units issued and 296,494,411 and 297,857,267 units outstanding 2,698,746 2,753,385 Accumulated other comprehensive loss ( 28,059 ) ( 9,544 ) Total capital 2,670,687 2,743,841 Total liabilities and capital $ 8,332,133 $ 8,142,480 The accompanying notes are an integral part of these consolidated financial statements. F-13 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) Year Ended December 31, 2020 2019 2018 Revenues Rental income $ 1,050,943 $ 1,166,379 $ 1,233,068 Other revenues 2,323 1,879 1,272 Total revenues 1,053,266 1,168,258 1,234,340 Operating expenses Operating costs 111,678 124,876 136,217 Real estate taxes 168,943 170,988 177,401 Depreciation and amortization 335,583 332,431 352,245 Provision for doubtful accounts — — 10,082 Impairment of real estate assets 19,551 24,402 53,295 General and administrative 98,280 102,309 93,596 Total operating expenses 734,035 755,006 822,836 Other income (expense) Dividends and interest 482 699 519 Interest expense ( 199,988 ) ( 189,775 ) ( 215,025 ) Gain on sale of real estate assets 34,499 54,767 209,168 Loss on extinguishment of debt, net ( 28,052 ) ( 1,620 ) ( 37,096 ) Other ( 4,999 ) ( 2,550 ) ( 2,786 ) Total other expense ( 198,058 ) ( 138,479 ) ( 45,220 ) Net income $ 121,173 $ 274,773 $ 366,284 Net income per common unit: Basic $ 0.41 $ 0.92 $ 1.21 Diluted $ 0.41 $ 0.92 $ 1.21 Weighted average units: Basic 296,972 298,229 302,074 Diluted 297,899 299,334 302,339 The accompanying notes are an integral part of these consolidated financial statements. F-14 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2020 2019 2018 Net income $ 121,173 $ 274,773 $ 366,284 Other comprehensive income (loss) Change in unrealized loss on interest rate swaps, net (Note 6) ( 18,571 ) ( 25,713 ) ( 8,361 ) Change in unrealized gain on marketable securities 56 186 120 Total other comprehensive loss ( 18,515 ) ( 25,527 ) ( 8,241 ) Comprehensive income $ 102,658 $ 249,246 $ 358,043 The accompanying notes are an integral part of these consolidated financial statements. F-15 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (in thousands) Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total Beginning balance, January 1, 2018 $ 2,883,875 $ 24,224 $ 2,908,099 Distributions to partners ( 333,191 ) — ( 333,191 ) Equity compensation expense 9,378 — 9,378 Other comprehensive loss — ( 8,241 ) ( 8,241 ) Issuance of OP Units 2 — 2 Repurchases of OP Units ( 104,700 ) — ( 104,700 ) Share-based awards retained for taxes ( 1,878 ) — ( 1,878 ) Net income attributable to Brixmor Operating Partnership LP 366,284 — 366,284 Ending balance, December 31, 2018 2,819,770 15,983 2,835,753 ASC 842 cumulative adjustment ( 1,974 ) — ( 1,974 ) Distributions to partners ( 336,474 ) — ( 336,474 ) Equity compensation expense 13,571 — 13,571 Other comprehensive loss — ( 25,527 ) ( 25,527 ) Issuance of OP Units 3 — 3 Repurchases of OP Units ( 14,563 ) — ( 14,563 ) Share-based awards retained for taxes ( 1,721 ) — ( 1,721 ) Net income attributable to Brixmor Operating Partnership LP 274,773 — 274,773 Ending balance, December 31, 2019 2,753,385 ( 9,544 ) 2,743,841 Distributions to partners ( 159,163 ) — ( 159,163 ) Equity compensation expense 11,895 — 11,895 Other comprehensive loss — ( 18,515 ) ( 18,515 ) Issuance of OP Units 3 — 3 Repurchases of OP Units ( 25,007 ) — ( 25,007 ) Share-based awards retained for taxes ( 3,540 ) — ( 3,540 ) Net income attributable to Brixmor Operating Partnership LP 121,173 — 121,173 Ending balance, December 31, 2020 $ 2,698,746 $ ( 28,059 ) $ 2,670,687 The accompanying notes are an integral part of these consolidated financial statements. F-16 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2020 2019 2018 Operating activities: Net income $ 121,173 $ 274,773 $ 366,284 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 335,583 332,431 352,245 (Accretion) amortization of debt premium and discount, net ( 1,068 ) 966 ( 2,572 ) Deferred financing cost amortization 7,527 7,063 6,601 Accretion of above- and below-market leases, net ( 16,495 ) ( 18,824 ) ( 26,566 ) Tenant inducement amortization and other 3,579 3,600 3,424 Impairment of real estate assets 19,551 24,402 53,295 Gain on sale of real estate assets ( 34,499 ) ( 54,767 ) ( 209,168 ) Equity compensation expense, net 10,951 12,661 9,378 Loss on extinguishment of debt, net 28,052 1,620 37,096 Changes in operating assets and liabilities: Receivables, net ( 9,795 ) ( 26,999 ) ( 12,312 ) Deferred charges and prepaid expenses ( 22,560 ) ( 30,702 ) ( 40,575 ) Other assets ( 475 ) ( 179 ) 3,735 Accounts payable, accrued expenses and other liabilities 1,577 2,627 824 Net cash provided by operating activities 443,101 528,672 541,689 Investing activities: Improvements to and investments in real estate assets ( 284,756 ) ( 395,095 ) ( 268,689 ) Acquisitions of real estate assets ( 3,425 ) ( 79,634 ) ( 17,447 ) Proceeds from sales of real estate assets 122,387 290,153 957,955 Purchase of marketable securities ( 22,565 ) ( 38,002 ) ( 33,094 ) Proceeds from sale of marketable securities 21,110 50,293 30,880 Net cash provided by (used in) investing activities ( 167,249 ) ( 172,285 ) 669,605 Financing activities: Repayment of secured debt obligations ( 7,000 ) — ( 895,717 ) Repayment of borrowings under unsecured revolving credit facility ( 653,000 ) ( 586,000 ) ( 194,000 ) Proceeds from borrowings under unsecured revolving credit facility 646,000 287,000 500,000 Proceeds from unsecured notes 820,396 771,623 250,000 Repayment of borrowings under unsecured term loans and notes ( 500,000 ) ( 500,000 ) ( 435,000 ) Deferred financing and debt extinguishment costs ( 34,740 ) ( 7,294 ) ( 56,598 ) Partner distributions and repurchases of OP Units ( 208,942 ) ( 350,848 ) ( 440,087 ) Net cash provided by (used in) financing activities 62,714 ( 385,519 ) ( 1,271,402 ) Net change in cash, cash equivalents and restricted cash 338,566 ( 29,132 ) ( 60,108 ) Cash, cash equivalents and restricted cash at beginning of period 21,507 50,639 110,747 Cash, cash equivalents and restricted cash at end of period $ 360,073 $ 21,507 $ 50,639 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 358,661 $ 19,081 $ 41,619 Restricted cash 1,412 2,426 9,020 Cash, cash equivalents and restricted cash at end of period $ 360,073 $ 21,507 $ 50,639 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 4,231 , $ 3,480 and $ 2,478 $ 183,187 $ 178,890 $ 212,889 State and local taxes paid 3,577 2,134 2,180 The accompanying notes are an integral part of these consolidated financial statements. F-17 BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, unless otherwise stated) 1. Nature of Business and Financial Statement Presentation Description of Business Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed real estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100 % of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition, disposition and redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) believes it owns and operates one of the largest open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of December 31, 2020, the Company’s portfolio was comprised of 393 shopping centers (the “Portfolio”) totaling approximately 69 million square feet of GLA. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Basis of Presentation The financial information included herein reflects the consolidated financial position of the Company as of December 31, 2020 and 2019 and the consolidated results of its operations and cash flows for the years ended December 31, 2020, 2019 and 2018. Principles of Consolidation and Use of Estimates The accompanying Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have a controlling financial interest. All intercompany transactions have been eliminated. When the Company obtains an economic interest in an entity, management evaluates the entity to determine: (i) whether the entity is a variable interest entity (“VIE”), (ii) in the event the entity is a VIE, whether the Company is the primary beneficiary of the entity, and (iii) in the event the entity is not a VIE, whether the Company otherwise has a controlling financial interest. The Company consolidates: (i) entities that are VIEs for which the Company is deemed to be the primary beneficiary and (ii) entities that are not VIEs which the Company controls. If the Company has an interest in a VIE but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method of accounting. Similarly, for those entities which are not VIEs and the Company does not have a controlling financial interest, the Company accounts for its interests under the equity method of accounting. The Company continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its primary beneficiary. The Company has evaluated the Operating Partnership and has determined it is not a VIE as of December 31, 2020. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during a reporting period. The most significant assumptions and estimates relate to impairment of real estate, recovery of receivables and depreciable lives. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its F-18 estimates on an ongoing basis and makes revisions to these estimates and related disclosures as new information becomes known. Actual results could differ from these estimates. Cash and Cash Equivalents For purposes of presentation on both the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows, the Company considers instruments with an original maturity of three months or less to be cash and cash equivalents. The Company maintains its cash and cash equivalents at major financial institutions. The cash and cash equivalents balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation (“FDIC”) insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is minimal. Restricted Cash Restricted cash represents cash deposited in escrow accounts, which generally can only be used for the payment of real estate taxes, debt service, insurance, and future capital expenditures as required by certain loan and lease agreements as well as legally restricted tenant security deposits and funds held in escrow for pending transactions. Real Estate Real estate assets are recognized on the Company’s Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities (consisting of above- and below-market leases and in-place leases), and assumed debt based on an evaluation of available information. Based on these estimates, the fair value is allocated to the acquired assets and assumed liabilities. Transaction costs incurred during the acquisition process are capitalized as a component of the asset’s value. The fair value of tangible assets is determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In allocating fair value to identifiable intangible assets and liabilities, the value of above-market and below-market leases is estimated based on the present value (using a discount rate reflecting the risks associated with the leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the remaining non-cancelable term of the lease, which includes renewal periods with fixed rental terms that are considered to be below-market. The capitalized above-market or below-market intangible is amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease. The value of in-place leases is estimated based on management’s evaluation of the specific characteristics of each tenant lease, including: (i) fair market rent and the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes that would be forgone during a hypothetical expected lease-up period and (ii) costs that would be incurred, including leasing commissions, legal and marketing costs, and tenant improvements and allowances, to execute similar leases. The value assigned to in-place leases is amortized to Depreciation and amortization expense over the remaining term of each lease. Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Building and building and land improvements 20 – 40 years Furniture, fixtures, and equipment 5 – 10 years Tenant improvements The shorter of the term of the related lease or useful life F-19 Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed to Operating costs as incurred. On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, including the impact of COVID-19, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, are less than the carrying value of the property. Various factors are considered in the estimation process, including trends and prospects and the effects of demand and competition on future operating income. Changes in any estimates and/or assumptions, including the anticipated hold period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized to reflect the estimated fair value. When a real estate asset is identified by management as held for sale, the Company discontinues depreciating the asset and estimates its sales price, net of estimated selling costs. If the estimated net sales price of an asset is less than its net carrying value, an impairment is recognized to reflect the estimated fair value. Properties classified as real estate held for sale represent properties that are under contract for sale and where the applicable pre-sale due diligence period has expired prior to the end of the reporting period. In situations in which a lease or leases with a tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease terminated (i.e., tenant improvements, above- and below-market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may accelerate the depreciation and amortization associated with the asset group. Real Estate Under Development and Redevelopment Certain costs are capitalized related to the development and redevelopment of real estate including pre-construction costs, real estate taxes, insurance, construction costs, and compensation and other related costs of personnel directly involved. Additionally, the Company capitalizes interest expense related to development and redevelopment activities. Capitalization of these costs begins when the activities and related expenditures commence and cease when the project is substantially complete and ready for its intended use, at which time the project is placed in service and depreciation commences. Additionally, the Company makes estimates as to the probability of certain development and redevelopment projects being completed. If the Company determines the development or redevelopment is no longer probable of completion, the Company expenses all capitalized costs which are not recoverable. Deferred Leasing and Financing Costs Costs incurred in executing tenant leases and long-term financings are capitalized and amortized using the straight-line method over the term of the related lease or debt agreement, which approximates the effective interest method. For tenant leases, capitalized costs incurred include tenant improvements, tenant allowances, and leasing commissions. In connection with the adoption of Accounting Standards Codification (“ASC”) 842, Leases , the Company no longer capitalizes partial salaries and/or indirect legal fees incurred in executing tenant leases. These amounts were capitalized under previous guidance. For long-term financings, capitalized costs incurred include bank and legal fees. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, on the Company’s Consolidated Statements of Operations and in Operating activities on the Company’s Consolidated Statements of Cash Flows. Marketable Securities The Company classifies its marketable securities, which are comprised of debt securities, as available-for-sale. These securities are carried at fair value, which is based primarily on publicly traded market values in active markets and is classified accordingly on the fair value hierarchy. Any unrealized loss on the Company’s financial instruments must be assessed to determine the portion, if any, that is attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates. “Credit F-20 loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial instrument’s contractual life. The Company considers current market conditions and reasonable forecasts of future market conditions to estimate expected credit losses over the life of the financial instrument. Any portion of unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income. The portion of unrealized losses due to other factors is recognized through other comprehensive income (loss) and reported in accumulated other comprehensive loss. At December 31, 2020 and 2019, the fair value of the Company’s marketable securities portfolio approximated its cost basis. Derivative Financial Instruments and Hedging Derivatives are measured at fair value and are recognized in the Company’s Consolidated Balance Sheets as assets or liabilities, depending on the Company’s rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of a derivative varies based on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the necessary criteria. Derivatives designated as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. In a cash flow hedge, hedge accounting generally provides for the matching of the timing of recognition of gain or loss on the hedging instrument with the recognition of the earnings effect of the hedged transactions. Revenue Recognition and Receivables The Company enters into agreements with tenants which convey the right to control the use of identified space at its shopping centers in exchange for rental revenue. These agreements meet the criteria for recognition as leases under ASC 842. Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference between rental revenue recognized on the Company’s Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables, net on the accompanying Consolidated Balance Sheets. The Company commences recognizing rental revenue based on the date it makes the underlying asset available for use by the tenant. Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of our properties by the lessee and are recognized in the period the applicable expenditures are incurred and/or contractually required to be repaid. The Company accounts for rental revenue (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842. The Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance and real estate taxes, within this lease component. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. Percentage rents are recognized upon the achievement of certain pre-determined sales thresholds and are included in Rental income on the Company’s Consolidated Statements of Operations. Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided that various criteria relating to the terms of the sale and subsequent involvement by the Company with the applicable property are met. The Company periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The Company analyzes individual tenant receivables and considers tenant credit-worthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on the Company’s Consolidated Statements of Operations. Provision for doubtful accounts recognized prior to the adoption of ASC 842 is included in Operating expenses on the Company’s Consolidated Statements of Operations in accordance with the Company’s previous presentation and has not been reclassified to Rental income. F-21 Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. These agreements meet the criteria for recognition as leases under ASC 842. For these agreements the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancellable lease term. As the discount rates implicit in the leases are not readily determinable, the Company uses its incremental secured borrowing rate, based on the information available at the commencement date of each lease, to determine the present value of the associated lease payments. The lease terms utilized by the Company may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. The Company evaluates many factors, including current and future lease cash flows, when determining if an option to extend or terminate should be included in the non-cancellable period. Lease expense for minimum lease payments is recognized on a straight-line basis over the non-cancellable lease term. The Company applies the short-term lease exemption within ASC 842 and has not recorded an ROU asset or lease liability for leases with original terms of less than 12 months. Additionally, leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the properties by the Company. For leases where it is the lessee, the Company accounts for lease payments (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842. The Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance and real estate taxes, within this lease component. These amounts are included in Operating expenses on the Company’s Consolidated Statements of Operations. Stock Based Compensation The Company accounts for equity awards in accordance with the Financial Accounting Standards Board’s (“FASB”) Stock Compensation guidance, which requires that all share-based payments to employees and non-employee directors be recognized in the Consolidated Statements of Operations over the service period based on their fair value. Fair value is determined based on the type of award, using either the grant date market price of the Company’s common stock or a Monte Carlo simulation model. Equity compensation expense is included in General and administrative expenses on the Company’s Consolidated Statements of Operations. Income Taxes Brixmor Property Group Inc. has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, Brixmor Property Group Inc. must meet several organizational and operational requirements, including a requirement that it currently distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. Management intends to satisfy these requirements and maintain Brixmor Property Group Inc.’s REIT status. As a REIT, Brixmor Property Group Inc. generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. Brixmor Property Group Inc. conducts substantially all of its operations through the Operating Partnership which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the Consolidated Financial Statements of the Company. If Brixmor Property Group Inc. fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if Brixmor Property Group Inc. qualifies for taxation as a REIT, Brixmor Property Group Inc. is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable. Brixmor Property Group Inc. has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and Brixmor Property Group Inc. may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal, state and F-22 local income taxes at regular corporate rates. Income taxes related to Brixmor Property Group Inc.’s TRSs do not materially impact the Consolidated Financial Statements of the Company. The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s Consolidated Financial Statements as of December 31, 2020 and 2019. Open tax years generally range from 2017 through 2019 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s Consolidated Statements of Operations. New Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326). ASU 2016-13 was subsequently amended by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2016-13 amends guidance to replace the prior “incurred loss” methodology of recognizing credit losses on financial instruments with a methodology that reflects expected credit losses and requires consideration of a broader range of information. Any unrealized loss on the Company’s financial instruments must be assessed to determine the portion, if any, that is attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates. “Credit loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial instrument’s contractual life. The Company considers current market conditions and reasonable forecasts of future market conditions to estimate expected credit losses over the life of the financial instrument. Any portion of unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income. The portion of unrealized losses due to other factors continues to be recognized through other comprehensive income (loss) and reported in accumulated other comprehensive loss. In addition, ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of ASC 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842. The standard became effective for the Company on January 1, 2020. The Company determined that these changes did not have a material impact on the Consolidated Financial Statements of the Company. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815). ASU 2018-16 was subsequently amended by ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2018-16 amends guidance to permit the use of the Overnight Index Swap (“OIS”) rate based on the Secured Overnight Financing Rate (“SOFR”) as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815, Derivatives and Hedging . The standard became effective for the Company on January 1, 2019 and a prospective transition approach was required. The Company determined that the adoption of ASU 2018-16 did not have a material impact on the Consolidated Financial Statements of the Company. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) . ASU 2018-13 amends certain disclosure requirements regarding the fair value hierarchy of investments in accordance with GAAP, particularly the significant unobservable inputs used to value investments within Level 3 of the fair value hierarchy. The standard became effective for the Company on January 1, 2020. The Company determined that these changes did not have a material impact on the Consolidated Financial Statements of the Company. Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company, or they are not expected to have a material effect on the Consolidated Financial Statements of the Company. F-23 2. Acquisition of Real Estate During the year ended December 31, 2020, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price (2) Land adjacent to Shops at Palm Lakes Miami Gardens, FL Feb-20 N/A $ 2,020 Land adjacent to College Plaza Selden, NY Jul-20 N/A 1,405 N/A $ 3,425 (1) No debt was assumed related to the listed acquisitions. (2) Aggregate purchase price includes $ 0.1 million of transaction costs. During the year ended December 31, 2019, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price (2) Land adjacent to Parmer Crossing Austin, TX Apr-19 N/A $ 2,197 Centennial Shopping Center Englewood, CO Apr-19 113,682 18,011 Plymouth Square Shopping Center (3) Conshohocken, PA May-19 235,728 56,909 Leases at Baytown Shopping Center Baytown, TX Jun-19 N/A 2,517 349,410 $ 79,634 (1) No debt was assumed related to any of the listed acquisitions. (2) Aggregate purchase price includes $ 1.2 million of transaction costs. (3) GLA excludes square footage related to the anticipated relocation of the Company’s regional office. Total acquired GLA is 288,718 square feet. The aggregate purchase price of the assets acquired during the years ended December 31, 2020 and 2019, respectively, has been allocated as follows: Year Ended December 31, Assets 2020 2019 Land $ 3,425 $ 25,953 Buildings — 45,781 Building and tenant improvements — 5,832 Above-market leases (1) — 155 In-place leases (2) — 6,923 Total assets 3,425 84,644 Liabilities Below-market leases (3) — 5,010 Total liabilities — 5,010 Net assets acquired $ 3,425 $ 79,634 (1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the year ended December 31, 2019 was 10.4 years. (2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the year ended December 31, 2019 was 8.8 years. (3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the year ended December 31, 2019 was 24.3 years. 3. Dispositions and Assets Held for Sale During the year ended December 31, 2020, the Company disposed of 10 shopping centers, six partial shopping centers and one land parcel for aggregate net proceeds of $ 121.4 million resulting in aggregate gain of $ 32.6 million and aggregate impairment of $ 8.0 million. In addition, during the year ended December 31, 2020, the Company received aggregate net proceeds of $ 1.0 million and resolved contingencies of $ 0.5 million from previously disposed assets resulting in aggregate gain of $ 1.5 million. During the year ended December 31, 2019, the Company disposed of 24 shopping centers and three partial shopping centers for aggregate net proceeds of $ 288.5 million resulting in aggregate gain of $ 53.4 million and aggregate F-24 impairment of $ 16.4 million. In addition, during the year ended December 31, 2019, the Company received aggregate net proceeds of $ 1.6 million from previously disposed assets resulting in aggregate gain of $ 1.4 million. As of December 31, 2020, the Company had two properties and one partial property held for sale. As of December 31, 2019, the Company had two properties and two partial properties held for sale. The following table presents the assets and liabilities associated with the properties classified as held for sale: Assets December 31, 2020 December 31, 2019 Land $ 5,447 $ 3,356 Buildings and improvements 16,481 31,650 Accumulated depreciation and amortization ( 4,693 ) ( 13,044 ) Real estate, net 17,235 21,962 Other assets 779 209 Assets associated with real estate assets held for sale $ 18,014 $ 22,171 Liabilities Below-market leases $ — $ 415 Liabilities associated with real estate assets held for sale (1) $ — $ 415 (1) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. There were no discontinued operations for the years ended December 31, 2020, 2019 and 2018 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations. 4. Real Estate The Company’s components of Real estate, net consisted of the following: December 31, 2020 December 31, 2019 Land $ 1,740,263 $ 1,767,029 Buildings and improvements: Buildings and tenant improvements (1) 7,856,850 7,741,607 Lease intangibles (2) 566,448 614,964 10,163,561 10,123,600 Accumulated depreciation and amortization (3) ( 2,659,448 ) ( 2,481,250 ) Total $ 7,504,113 $ 7,642,350 (1) As of December 31, 2020 and 2019, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $ 33.0 million and $ 46.9 million, respectively. (2) As of December 31, 2020 and 2019, Lease intangibles consisted of $ 509.3 million and $ 554.9 million, respectively, of in-place leases and $ 57.2 million and $ 60.1 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (3) As of December 31, 2020 and 2019, Accumulated depreciation and amortization included $ 507.7 million and $ 533.1 million, respectively, of accumulated amortization related to Lease intangibles. In addition, as of December 31, 2020 and 2019, the Company had intangible liabilities relating to below-market leases of $ 345.7 million and $ 372.1 million, respectively, and accumulated accretion of $ 260.3 million and $ 267.1 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. These intangible assets are accreted over the term of each related lease. F-25 Below-market lease accretion income, net of above-market lease amortization for the years ended December 31, 2020, 2019 and 2018 was $ 16.5 million, $ 18.8 million and $ 26.6 million, respectively. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the years ended December 31, 2020, 2019 and 2018 was $ 19.1 million, $ 25.8 million and $ 35.2 million, respectively. These amounts are included in Depreciation and amortization on the Company’s Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows: Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization In-place lease amortization expense 2021 $ ( 11,173 ) $ 12,810 2022 ( 9,240 ) 8,962 2023 ( 8,018 ) 6,513 2024 ( 7,504 ) 4,846 2025 ( 6,336 ) 3,675 5. Impairments Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, including the impact of COVID-19, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized to reflect the estimated fair value. The Company recognized the following impairments during the year ended December 31, 2020: Year Ended December 31, 2020 Property Name (1) Location GLA Impairment Charge Northmall Centre Tucson, AZ 165,350 $ 5,721 Spring Mall Greenfield, WI 45,920 4,584 30th Street Plaza (2) Canton, OH 145,935 4,449 Fry Road Crossing (2) Katy, TX 240,940 2,006 Chamberlain Plaza (2) Meriden, CT 54,302 1,538 The Pines Shopping Center (3) Pineville, LA 179,039 1,239 Parcel at Lakes Crossing (2) Muskegon, MI 4,990 14 836,476 $ 19,551 (1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the year ended December 31, 2020. (3) This property was classified as held for sale as of December 31, 2020. F-26 The Company recognized the following impairments during the year ended December 31, 2019: Year Ended December 31, 2019 Property Name (1) Location GLA Impairment Charge Westview Center (2) Hanover Park, IL 321,382 $ 6,356 Parcel at Mansell Crossing (2) Alpharetta, GA 51,615 5,777 Brice Park Reynoldsburg, OH 158,565 3,112 Lincoln Plaza New Haven, IN 98,288 2,715 Glendale Galleria (2) Glendale, AZ 119,525 2,197 Mohawk Acres Plaza (3) Rome, NY 156,680 1,598 Towne Square North (2) Owensboro, KY 163,161 1,121 Marwood Plaza (2) Indianapolis, IN 107,080 751 Parcel at Lakes Crossing (3) Muskegon, MI 4,990 558 Bartonville Square (2) Bartonville, IL 61,678 191 North Hills Village (2) Haltom City, TX 43,299 26 1,286,263 $ 24,402 (1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the year ended December 31, 2019. (3) The Company disposed of this property during the year ended December 31, 2020. The Company recognized the following impairments during the year ended December 31, 2018: Year Ended December 31, 2018 Property Name (1) Location GLA Impairment Charge County Line Plaza (2) Jackson, MS 221,127 $ 10,181 Southland Shopping Plaza (2) Toledo, OH 285,278 7,077 Covington Gallery (3) Covington, GA 174,857 6,748 Westview Center (3) Hanover Park, IL 321,382 5,916 Roundtree Place (2) Ypsilanti, MI 246,620 4,317 Skyway Plaza (4) St. Petersburg, FL 110,799 3,639 Wadsworth Crossings (2) Wadsworth, OH 118,145 3,594 Brooksville Square (2) Brooksville, FL 96,361 2,740 Sterling Bazaar (2) Peoria, IL 87,359 1,571 Pensacola Square (2) Pensacola, FL 142,767 1,345 Plantation Plaza (2) Clute, TX 99,141 1,251 Kline Plaza (2) Harrisburg, PA 214,628 1,237 Smith’s (2) Socorro, NM 48,000 1,200 Elkhart Plaza West (2) Elkhart, IN 81,651 748 Dover Park Plaza (2) Yardville, NJ 56,638 555 Parcel at Elk Grove Town Center (2) Elk Grove Village, IL 72,385 538 Crossroads Centre (2) Fairview Heights, IL 242,752 204 Shops of Riverdale (2) Riverdale, GA 16,808 155 Valley Commons (2) Salem, VA 45,580 115 Mount Carmel Plaza (2) Glenside, PA 14,504 115 Klein Square (2) Spring, TX 80,636 49 2,777,418 $ 53,295 (1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the year ended December 31, 2018. (3) The Company disposed of this property during the year ended December 31, 2019. (4) The Company disposed of this property during the year ended December 31, 2020. The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods. See Note 3 for additional information regarding impairment charges taken in connection with the F-27 Company’s dispositions. See Note 8 for additional information regarding the fair value of operating properties that have been impaired. 6. Financial Instruments – Derivatives and Hedging The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes. In certain situations, the Company may enter into derivative financial instruments such as interest rate swap and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Cash Flow Hedges of Interest Rate Risk Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable LIBOR based debt. During the years ended December 31, 2020 and 2019, the Company did no t enter into any new interest rate swap agreements. Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2020 and 2019 is as follows: Number of Instruments Notional Amount December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Interest Rate Swaps 7 7 $ 800,000 $ 800,000 The Company has elected to present its interest rate derivatives on its Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of December 31, 2020 and 2019 is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: December 31, 2020 December 31, 2019 Gross derivative assets $ — $ 3,795 Gross derivative liabilities ( 28,225 ) ( 13,449 ) Net derivative liabilities $ ( 28,225 ) $ ( 9,654 ) The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. These inputs are classified as Level 2 of the fair value hierarchy. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings. The effective portion of the Company’s interest rate swaps that was recognized on the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Year Ended December 31, 2020 2019 2018 Change in unrealized gain (loss) on interest rate swaps $ ( 26,998 ) $ ( 19,333 ) $ 3,837 Amortization (accretion) of interest rate swaps to interest expense 8,427 ( 6,380 ) ( 12,198 ) Change in unrealized loss on interest rate swaps, net $ ( 18,571 ) $ ( 25,713 ) $ ( 8,361 ) The Company estimates that $ 10.3 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the years ended December 31, 2020, 2019 and 2018. F-28 Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk The Company does not use derivatives for trading or speculative purposes. As of December 31, 2020 and 2019, the Company did not have any non-designated hedges. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under the agreements at their termination value, including accrued interest. 7. Debt Obligations As of December 31, 2020 and 2019, the Company had the following indebtedness outstanding: Carrying Value as of December 31, 2020 December 31, 2019 Stated Interest Rate (1) Scheduled Maturity Date Secured loan Secured loan $ — $ 7,000 N/A N/A Net unamortized premium — 211 Net unamortized debt issuance costs — ( 37 ) Total secured loan, net $ — $ 7,174 Notes payable Unsecured notes (2)(3) $ 4,518,453 $ 4,218,453 1.26 % – 7.97 % 2022 – 2030 Net unamortized premium 31,390 11,078 Net unamortized debt issuance costs ( 25,232 ) ( 23,579 ) Total notes payable, net $ 4,524,611 $ 4,205,952 Unsecured Credit Facility and term loans Unsecured Credit Facility - Revolving Facility $ — $ 7,000 N/A 2023 Unsecured $350 Million Term Loan (3) 350,000 350,000 1.40 % 2023 Unsecured $300 Million Term Loan (4) 300,000 300,000 1.40 % 2024 Net unamortized debt issuance costs ( 7,281 ) ( 8,941 ) Total Unsecured Credit Facility and term loans $ 642,719 $ 648,059 Total debt obligations, net $ 5,167,330 $ 4,861,185 (1) Stated interest rates as of December 31, 2020 do not include the impact of the Company’s interest rate swap agreements (described below). (2) The weighted average stated interest rate on the Company’s unsecured notes was 3.75 % as of December 31, 2020. (3) Effective November 1, 2016, the Company has in place three interest rate swap agreements that convert the variable interest rate on $ 150.0 million of the Company’s $ 250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 to a fixed, combined interest rate of 1.11 % (plus a spread of 105 basis points) and the Company’s $ 350.0 million term loan agreement, as amended April 29, 2020, (the “$350 Million Term Loan”) to a fixed, combined interest rate of 1.11 % (plus a spread of 125 basis points) through July 30, 2021. (4) Effective January 2, 2019, the Company has in place four interest rate swap agreements that convert the variable interest rate on the Company’s $ 300.0 million term loan agreement, as amended April 29, 2020 (the “$300 Million Term Loan”) to a fixed, combined interest rate of 2.61 % (plus a spread of 125 basis points) through July 26, 2024. 2020 Debt Transactions During the year ended December 31, 2020, the Company repaid $ 7.0 million, net of borrowings, under the Operating Partnership’s $ 1.25 billion revolving credit facility (the “Revolving Facility”). In June 2020, the Operating Partnership issued $ 500.0 million aggregate principal amount of 4.050 % Senior Notes due 2030 (the “2030 Notes”) at 99.776 % of par, the net proceeds of which were used to complete the Tender Offer (defined below), repay outstanding indebtedness under the Revolving Facility, and for general corporate purposes. The 2030 Notes bear interest at a rate of 4.050 % per annum, payable semi-annually on January 1 and July 1 of each year, commencing January 1, 2021. The 2030 Notes will mature on July 1, 2030. The Operating Partnership may redeem the 2030 Notes prior to maturity, at its option, at any time in whole or from time to time in part, at the F-29 applicable redemption price specified in the Indenture with respect to the 2030 Notes. If the 2030 Notes are redeemed on or after April 1, 2030 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2030 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The 2030 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. In August 2020, the Operating Partnership issued an additional $ 300.0 million aggregate principal amount of the 2030 Notes at 107.172 % of par, the net proceeds of which were used to repay outstanding indebtedness under the Revolving Facility and for general corporate purposes. The additional notes form a single series with the previously outstanding 2030 Notes. In June 2020, the Operating Partnership commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 3.875 % Senior Notes due 2022 (the “2022 Notes”). The Tender Offer expired on June 26, 2020. As a result of the Tender Offer, the Company repurchased notes with a face value of $ 182.5 million on June 29, 2020 and $ 0.7 million on July 1, 2020. In December 2020, the Operating Partnership redeemed the remaining $ 316.8 million principal amount of 2022 Notes. Pursuant to the terms of the Indenture, the notes were redeemed at a price equal to the principal amount of the notes plus a make-whole premium, together with accrued and unpaid interest up to, but excluding, the redemption date. During the year ended December 31, 2020, as a result of the Tender Offer, the redemption of the remaining amount of 2022 Notes and the repayment of its $ 7.0 million secured loan, the Company recognized a $ 28.1 million loss on extinguishment of debt, net. Loss on extinguishment of debt, net includes $ 26.2 million of prepayment fees and $ 1.9 million of accelerated unamortized debt issuance costs and debt discounts, net of premiums. In April 2020, the Operating Partnership amended its senior unsecured credit agreements related to the Revolving Facility and the Operating Partnership’s term loans, changing the covenant calculation reference period to the most recent twelve months for which it reported financial results from the most recent six months for which it reported financial results, annualized. Pursuant to the terms of the Company’s unsecured debt agreements, the Company among other things is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of December 31, 2020. Debt Maturities As of December 31, 2020 and 2019, the Company had accrued interest of $ 47.2 million and $ 36.9 million outstanding, respectively. As of December 31, 2020, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2021 $ — 2022 250,000 2023 850,000 2024 800,000 2025 700,000 Thereafter 2,568,453 Total debt maturities 5,168,453 Net unamortized premium 31,390 Net unamortized debt issuance costs ( 32,513 ) Total debt obligations, net $ 5,167,330 As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months. F-30 8. Fair Value Disclosures All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below: December 31, 2020 December 31, 2019 Carrying Amounts Fair Value Carrying Amounts Fair Value Secured loan $ — $ — $ 7,174 $ 7,306 Notes payable 4,524,611 5,012,523 4,205,952 4,422,513 Unsecured Credit Facility and term loans 642,719 651,639 648,059 658,490 Total debt obligations, net $ 5,167,330 $ 5,664,162 $ 4,861,185 $ 5,088,309 As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP 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 that are classified within Level 3 of the hierarchy). In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. Recurring Fair Value The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Level 1 or 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company’s interest rate derivatives. F-31 The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis: Fair Value Measurements as of December 31, 2020 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 19,548 $ 980 $ 18,568 $ — Liabilities: Interest rate derivatives $ ( 28,225 ) $ — $ ( 28,225 ) $ — Fair Value Measurements as of December 31, 2019 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 18,054 $ 1,459 $ 16,595 $ — Interest rate derivatives $ 3,795 $ — $ 3,795 $ — Liabilities: Interest rate derivatives $ ( 13,449 ) $ — $ ( 13,449 ) $ — (1) As of December 31, 2020 and 2019, marketable securities included $ 0.2 million and $ 0.1 million of net unrealized gains, respectively. As of December 31, 2020, the contractual maturities of the Company’s marketable securities are within the next five years. Non-Recurring Fair Value On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, including the impact of COVID-19, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. Fair value is determined by offers from third-party buyers, market comparable data, third party appraisals or discounted cash flow analyses. The cash flows utilized in such analyses are comprised of unobservable inputs which include forecasted rental revenue and expenses based upon market conditions and future expectations. The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy. The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the years ended December 31, 2020 and 2019, excluding the properties sold prior to December 31, 2020 and 2019, respectively: Fair Value Measurements as of December 31, 2020 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Assets: Properties (1)(2)(3) $ 27,184 $ — $ — $ 27,184 $ 11,544 Fair Value Measurements as of December 31, 2019 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Assets: Properties (4)(5) $ 23,533 $ — $ — $ 23,533 $ 7,983 (1) Excludes properties disposed of prior to December 31, 2020. F-32 (2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2020 includes: (i) $ 14.0 million related to Northmall Centre; and (ii) $ 8.3 million related to The Pines Shopping Center. (3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the year ended December 31, 2020 includes $ 4.9 million related to Spring Mall. The capitalization rate of 8.0 % and discount rate of 8.0 % which were utilized in the discounted cash flow analysis were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the investment. (4) Excludes properties disposed of prior to December 31, 2019. (5) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2019 includes: (i) $ 9.7 million related to Brice Park; (ii) $ 9.1 million related to Mohawk Acres Plaza; (iii) $ 3.4 million related to Lincoln Plaza; and (iv) $ 1.3 million related to a parcel at Lakes Crossing. 9. Revenue Recognition The Company engages in the ownership, management, leasing, acquisition, disposition and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay their proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties. As of December 31, 2020, the fixed contractual lease payments to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below, assuming that no leases are renewed and no renewal options are exercised. The table below includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The table does not include variable lease payments which may be received under certain leases for the reimbursement of property operating expenses, the reimbursement of certain capital expenditures related to the maintenance of the Company’s properties, or percentage rents. These variable lease payments are recognized, in the case of reimbursements, in the period when the applicable expenditures are incurred and/or contractually required to be repaid or, in the case of percentage rents, when the sales data is made available. Year ending December 31, Operating Leases 2021 $ 820,956 2022 728,098 2023 627,664 2024 519,600 2025 412,324 Thereafter 1,372,125 The Company recognized $ 4.2 million, $ 7.5 million and $ 6.6 million of rental income based on percentage rents for the years ended December 31, 2020, 2019 and 2018, respectively. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. As of December 31, 2020 and 2019, receivables associated with the effects of recognizing rental income on a straight-line basis were $ 127.3 million and $ 140.2 million, respectively. COVID-19 The global outbreak of the novel strain of coronavirus (“COVID-19”) and the public health measures that have been undertaken in response have had a significant adverse impact on the Company’s business, the Company’s tenants, the real estate market, the global economy, and the financial markets. The effects of COVID-19, including related government restrictions, border closings, quarantines, “shelter-in-place” orders and “social distancing” guidelines, have forced many of the Company’s tenants to close stores, reduce hours or significantly limit service, and have resulted in a dramatic increase in national unemployment and a significant economic contraction. Certain tenants experiencing economic difficulties during this pandemic have sought rent relief, which has been provided on a case-by-case basis primarily in the form of rent deferrals, and, in more limited cases, in the form of rent abatements. Under ASC 842, changes to the amount or timing of lease payments subsequent to the original lease execution are generally accounted for as lease modifications. Due to the number of lease contracts that would require analysis to F-33 determine, on a lease by lease basis, whether such a concession is required to be accounted for as a lease modification, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC 842. The Q&A states that it would be acceptable to make a policy election regarding rent concessions resulting from COVID-19, which would not require entities to account for the rent concessions as lease modifications or to determine whether rent concessions were contractually obligated in each original lease. Rent abatements would be recognized as reductions to revenue during the period in which they were granted. Rent deferrals would result in an increase to “Receivables, net” during the deferral period with no impact on rental revenue recognition. Any rent concession that is either unrelated to COVID-19 or substantially increases the total consideration due under the lease does not qualify for consideration under the Q&A. The Company has evaluated the impact of the Q&A and has made the following policy elections: • The Company accounts for COVID-19 rent deferrals and abatements that significantly increase the consideration due under the lease as lease modifications in accordance with ASC 842. As a result, rental revenue recognition is reduced by the amount of the deferral or abatement in the period it was granted and straight-line rental income recognition is updated over the remaining lease term. • The Company does not account for COVID-19 rent deferrals that do not significantly increase the consideration due under the lease as lease modifications. As a result, rental revenue recognition does not change, and Receivables, net increases for the deferred amount. • The Company does not account for COVID-19 rent abatements that do not significantly increase the consideration due under the lease as lease modifications. As a result, rental revenue recognition is reduced by the amount of the abatement in the period it was granted and straight-line rental income recognition does not change over the remaining lease term. The following table presents the COVID-19 related deferrals and abatements granted for lease payments due during the year ended December 31, 2020. Lease payments presented consist of fixed contractual base rent and may include the reimbursement of certain property operating expenses. Year Ended December 31, 2020 Deferrals Abatements Lease payments (lease modifications) $ 3,544 $ 2,103 Lease payments (not lease modifications) 42,080 2,096 $ 45,624 $ 4,199 The following table presents the deferrals that were not lease modifications and were included in Receivables, net on the Company’s Consolidated Balance Sheets: COVID-19 Deferred Receivable Beginning balance, March 31, 2020 $ — Deferred lease payments (not lease modifications) 42,080 Deferred lease payments deemed uncollectible ( 17,928 ) Deferred lease payments received ( 8,793 ) Ending balance, December 31, 2020 $ 15,359 F-34 10. Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company recognizes a lease liability and an ROU asset based on the present value of future lease payments over the noncancellable lease term. As of December 31, 2020 the Company is not including any prospective renewal or termination options in its lease liabilities or ROU assets, as the exercise of such options is not reasonably certain. Certain agreements require the Company to pay its proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the properties. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases: Year Ended December 31, Supplemental Statements of Operations Information 2020 2019 Operating lease costs $ 7,058 $ 6,838 Short-term lease costs 39 39 Variable lease costs 519 436 Total lease costs $ 7,616 $ 7,313 Year Ended December 31, Supplemental Statements of Cash Flows Information 2020 2019 Operating cash outflows from operating leases $ 7,066 $ 6,954 ROU assets obtained in exchange for operating lease liabilities $ 1,174 $ 44,845 ROU assets written off due to lease modifications $ ( 1,748 ) $ — Operating Lease Liabilities As of December 31, 2020 Future minimum operating lease payments: 2021 $ 6,261 2022 6,032 2023 5,342 2024 5,249 2025 4,948 Thereafter 25,124 Total future minimum operating lease payments 52,956 Less: imputed interest ( 14,357 ) Operating lease liabilities $ 38,599 As of December 31, Supplemental Balance Sheets Information 2020 2019 Operating lease liabilities (1)(2) $ 38,599 $ 44,707 ROU assets (1)(3) $ 34,006 $ 39,860 (1) As of December 31, 2020 and 2019, the weighted average remaining lease term was 12.7 years and 10.9 years, respectively, and the weighted average discount rate was 4.39 % and 4.30 %. respectively. (2) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. (3) These amounts are included in Other assets on the Company’s Consolidated Balance Sheets. As of December 31, 2020, there were no material leases that have been executed but not yet commenced. F-35 11. Equity and Capital ATM Program In January 2020, the Company established an at-the-market equity offering program (the “ATM Program”) through which the Company may sell from time to time up to an aggregate of $ 400.0 million of its common stock through sales agents over a three -year period. The ATM Program also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. The ATM Program is scheduled to expire on January 9, 2023, unless earlier terminated or extended by the Company, sales agents, forward sellers and forward purchasers. As of December 31, 2020, no shares have been issued under the ATM Program, and as a result, $ 400.0 million of common stock remained available for issuance. Share Repurchase Program In January 2020, the Company established a new share repurchase program (the “Program”) for up to $ 400.0 million of the Company’s common stock. The Program is scheduled to expire on January 9, 2023, unless suspended or extended by the Board of Directors. The Program replaced the Company’s prior share repurchase program (the “Prior Program”), which expired on December 5, 2019. During the year ended December 31, 2020, the Company repurchased 1.7 million shares of common stock under the Program at an average price per share of $ 15.14 for a total of $ 25.0 million, excluding commissions. The Company incurred commissions of less than $ 0.1 million in conjunction with the Program for the year ended December 31, 2020. During the year ended December 31, 2019, the Company repurchased 0.8 million shares of common stock under the Prior Program at an average price per share of $ 17.43 for a total of $ 14.6 million, excluding commissions. The Company incurred commissions of less than $ 0.1 million in conjunction with the Prior Program for the year ended December 31, 2019. During the year ended December 31, 2018, the Company repurchased 6.3 million shares of common stock under the Prior Program at an average price per share of $ 16.56 for a total of $ 104.6 million, excluding commissions. The Company incurred commissions of $ 0.1 million in conjunction with the Prior Program for the year ended December 31, 2018. As of December 31, 2020, the Program had $ 375.0 million of available repurchase capacity. Common Stock In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations. During the years ended December 31, 2020 and 2019, the Company withheld 0.2 million and 0.1 million shares, respectively. Dividends and Distributions Because Brixmor Property Group Inc. is a holding company and has no material assets other than its ownership of BPG Sub, through which it owns the Operating Partnership, and no material operations other than those conducted by the Operating Partnership, distributions are funded as follows: • first, the Operating Partnership makes distributions to its partners that are holders of OP Units, including BPG Sub; • second, BPG Sub distributes to Brixmor Property Group Inc. its share of such distributions; and • third, Brixmor Property Group Inc. distributes the amount authorized by its Board of Directors and declared by Brixmor Property Group Inc. to its common stockholders on a pro rata basis. During the years ended December 31, 2020, 2019 and 2018, the Company declared common stock dividends and OP Unit distributions of $ 0.500 per share/unit, $ 1.125 per share/unit and $ 1.105 per share/unit, respectively. As of December 31, 2020 and 2019, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 66.0 million and $ 87.2 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. 12. Stock Based Compensation During the year ended December 31, 2013, the Board of Directors approved the 2013 Omnibus Incentive Plan (the “Plan”). The Plan provides for a maximum of 15.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock and RSUs, OP Units, performance awards and other stock-based awards. F-36 During the years ended December 31, 2020, 2019 and 2018, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions. Certain tranches are also subject to performance-based or market-based criteria, which contain a threshold, target, above target, and maximum number of units which can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period. Tranches that only have a service-based component can only earn a target number of units. The aggregate number of RSUs granted, assuming that the target level of performance is achieved, was 0.7 million, 0.8 million and 0.8 million for the years ended December 31, 2020, 2019 and 2018, respectively, with vesting periods ranging from one to five years . For the performance-based and service-based RSUs granted, fair value is based on the Company’s grant date stock price. For the market-based RSUs granted during the years ended December 31, 2020, 2019 and 2018, the Company calculated the grant date fair values per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE NAREIT Equity Shopping Centers Index as well as the following significant assumptions: (i) volatility of 20.0 % to 23.0 %, 20.0 % to 21.0 %, and 29.0 % to 32.0 %, respectively; (ii) a weighted average risk-free interest rate of 1.20 % to 1.30 %, 2.55 %, and 2.43 % to 2.53 %, respectively; and (iii) the Company’s weighted average common stock dividend yield of 5.9 % to 6.0 %, 5.6 %, and 5.6 %, respectively. Information with respect to RSUs for the years ended December 31, 2020, 2019 and 2018 are as follows (in thousands): Restricted Shares Aggregate Intrinsic Value Outstanding, December 31, 2017 1,236 $ 26,974 Vested ( 292 ) ( 5,060 ) Granted 822 13,016 Forfeited ( 268 ) ( 4,299 ) Outstanding, December 31, 2018 1,498 30,631 Vested ( 314 ) ( 6,592 ) Granted 789 15,630 Forfeited ( 207 ) ( 4,167 ) Outstanding, December 31, 2019 1,766 35,502 Vested ( 462 ) ( 8,139 ) Granted 753 13,760 Forfeited ( 83 ) ( 1,495 ) Outstanding, December 31, 2020 1,974 $ 39,628 During the years ended December 31, 2020, 2019 and 2018, the Company recognized $ 11.9 million, $ 13.6 million and $ 9.4 million of equity compensation expense, respectively, of which $ 0.9 million, $ 0.9 million and $ 0.0 million was capitalized, respectively. These amounts are included in General and administrative on the Company’s Consolidated Statements of Operations. As of December 31, 2020, the Company had $ 13.7 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.0 years. F-37 13. Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such stockholders have rights to receive non-forfeitable dividends. Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the years ended December 31, 2020, 2019 and 2018 (dollars in thousands, except per share data): Year Ended December 31, 2020 2019 2018 Computation of Basic Earnings Per Share: Net income $ 121,173 $ 274,773 $ 366,284 Non-forfeitable dividends on unvested restricted shares ( 410 ) ( 649 ) ( 331 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 120,763 $ 274,124 $ 365,953 Weighted average shares outstanding – basic 296,972 298,229 302,074 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.41 $ 0.92 $ 1.21 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 120,763 $ 274,124 $ 365,953 Weighted average shares outstanding – basic 296,972 298,229 302,074 Effect of dilutive securities: Equity awards 927 1,105 265 Weighted average shares outstanding – diluted 297,899 299,334 302,339 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.41 $ 0.92 $ 1.21 F-38 14. Earnings per Unit Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common unitholders, including any participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities, as such unitholders have rights to receive non-forfeitable dividends. Fully-diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership’s common units. The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the years ended December 31, 2020, 2019 and 2018 (dollars in thousands, except per unit data): Year Ended December 31, 2020 2019 2018 Computation of Basic Earnings Per Unit: Net income attributable to Brixmor Operating Partnership LP $ 121,173 $ 274,773 $ 366,284 Non-forfeitable dividends on unvested restricted units ( 410 ) ( 649 ) ( 331 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 120,763 $ 274,124 $ 365,953 Weighted average common units outstanding – basic 296,972 298,229 302,074 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.41 $ 0.92 $ 1.21 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 120,763 $ 274,124 $ 365,953 Weighted average common units outstanding – basic 296,972 298,229 302,074 Effect of dilutive securities: Equity awards 927 1,105 265 Weighted average common units outstanding – diluted 297,899 299,334 302,339 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.41 $ 0.92 $ 1.21 F-39 15. Commitments and Contingencies Legal Matters Except as described below, the Company is not presently involved in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, taking into account existing reserves, will have a material impact on the Company’s financial condition, operating results or cash flows. As previously disclosed, on August 1, 2019, the Company finalized a settlement with the SEC with respect to matters initially disclosed on February 8, 2016 relating to a review conducted by the Audit Committee of the Company’s Board of Directors into certain accounting matters and the related conduct of certain former Company executives. The Company believes that no additional governmental proceedings relating to these matters will be brought against the Company. The Company understands that the SEC and the U.S. Attorney’s Office for the Southern District of New York are pursuing actions relating to these matters with respect to certain former employees. The Company remains obligated to advance funds to these former employees for legal and other professional fees pursuant to indemnification obligations and the amounts advanced are now in excess of the Company’s insurance coverage and are being funded by the Company. Under certain circumstances, the former employees are contractually obligated to reimburse the Company for such amounts advanced. However, it is possible that the Company may not be able to recover any or all of these amounts. Insurance Captive The Company has a wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance for the Company’s Portfolio. The Company formed Incap as part of its overall risk management program to stabilize insurance costs, manage exposure and recoup expenses through the function of the captive program. The Company has capitalized Incap in accordance with the applicable regulatory requirements. An actuarial analysis is performed to estimate future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Incap establishes annual premiums based on projections derived from the past loss experience of the Company’s properties. Premiums paid to Incap may be adjusted based on this estimate and may be reimbursed by the Company’s tenants pursuant to specific lease terms. Activity in the reserve for losses for the years ended December 31, 2020 and 2019 is summarized as follows: Year End December 31, 2020 2019 Balance at the beginning of the year $ 12,345 $ 12,470 Incurred related to: Current year 2,911 3,480 Prior years ( 1,962 ) ( 470 ) Total incurred 949 3,010 Paid related to: Current year ( 141 ) ( 500 ) Prior years ( 2,193 ) ( 2,635 ) Total paid ( 2,334 ) ( 3,135 ) Balance at the end of the year $ 10,960 $ 12,345 Environmental Matters Under various federal, state and local laws, ordinances and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s property or disposed of by the Company or its tenants, as well as certain other potential costs which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). The Company does not believe that any resulting liability from such matters will have a material impact on the Company’s financial condition, operating results or cash flows. During the years ended December 31, 2020, 2019 and 2018, the F-40 Company did no t incur any governmental fines resulting from environmental matters that were material in accordance with SEC rules. 16. Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Code. To qualify as a REIT, the Parent Company must meet several organizational and operational requirements, including a requirement that it currently distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. Management intends to satisfy these requirements and maintain the Parent Company’s REIT status. As a REIT, the Parent Company generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. The Parent Company conducts substantially all of its operations through the Operating Partnership which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the Consolidated Financial Statements of the Company. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, it is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable. In addition, taxable income from non-REIT activities managed through TRSs are subject to U.S. federal, state and local income taxes. The Company incurred income and other taxes of $ 4.4 million, $ 2.5 million and $ 2.6 million for the years ended December 31, 2020, 2019 and 2018. These amounts are included in Other on the Company’s Consolidated Statements of Operations. 17. Related-Party Transactions In the ordinary course of conducting its business, the Company enters into agreements with its affiliates in relation to the leasing and management of its real estate assets. As of December 31, 2020 and 2019, there were no material receivables from or payables to related parties. During the years ended December 31, 2020, 2019 and 2018, the Company did no t engage in any material related-party transactions. 18. Retirement Plan The Company has a Retirement and 401(k) Savings Plan (the “Savings Plan”) covering officers and employees of the Company. Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan and the Company makes a matching contribution to the Savings Plan, up to a maximum of 3 % of the employee’s eligible compensation. For the years ended December 31, 2020, 2019 and 2018, the Company’s expense for the Savings Plan was $ 1.6 million, $ 1.2 million and $ 1.4 million, respectively. These amounts are included in General and administrative on the Company’s Consolidated Statements of Operations. F-41 19. Supplemental Financial Information (unaudited) The following table summarizes selected Quarterly Financial Data for the Company on a historical basis for the years ended December 31, 2020 and 2019 and has been derived from the accompanying consolidated financial statements (in thousands, except per share and per unit data): Brixmor Property Group Inc. First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2020 Total revenues $ 282,301 $ 247,620 $ 253,935 $ 269,410 Net income $ 59,781 $ 9,044 $ 27,944 $ 24,404 Net income per common share: Basic (1) $ 0.20 $ 0.03 $ 0.09 $ 0.08 Diluted (1) $ 0.20 $ 0.03 $ 0.09 $ 0.08 Year Ended December 31, 2019 Total revenues $ 291,139 $ 291,005 $ 292,965 $ 293,149 Net income $ 62,900 $ 68,960 $ 80,854 $ 62,059 Net income per common share: Basic (1) $ 0.21 $ 0.23 $ 0.27 $ 0.21 Diluted (1) $ 0.21 $ 0.23 $ 0.27 $ 0.21 (1) The sum of the quarterly basic and diluted earnings per common share may not equal the basic and diluted earnings per common share for the years ended December 31, 2020 and 2019 due to rounding. Brixmor Operating Partnership LP First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2020 Total revenues $ 282,301 $ 247,620 $ 253,935 $ 269,410 Net income $ 59,781 $ 9,044 $ 27,944 $ 24,404 Net income per common unit: Basic (1) $ 0.20 $ 0.03 $ 0.09 $ 0.08 Diluted (1) $ 0.20 $ 0.03 $ 0.09 $ 0.08 Year Ended December 31, 2019 Total revenues $ 291,139 $ 291,005 $ 292,965 $ 293,149 Net income $ 62,900 $ 68,960 $ 80,854 $ 62,059 Net income per common unit: Basic (1) $ 0.21 $ 0.23 $ 0.27 $ 0.21 Diluted (1) $ 0.21 $ 0.23 $ 0.27 $ 0.21 (1) The sum of the quarterly basic and diluted earnings per common unit may not equal the basic and diluted earnings per common unit for the years ended December 31, 2020 and 2019 due to rounding. 20. Subsequent Events In preparing the Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 2020 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from December 31, 2020 through the date the financial statements were issued. F-42 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (in thousands) Additions Deductions Balance at Beginning of Year Charged / (Credited) to Bad Debt Expense Accounts Receivable Written Off Balance at End of Year Allowance for doubtful accounts: Year ended December 31, 2018 $ 17,205 $ 10,082 $ ( 5,563 ) $ 21,724 F-43 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Springdale Mobile, AL $ 7,460 $ 33,031 $ 25,406 $ 7,460 $ 58,437 $ 65,897 $ ( 18,257 ) 2004 Jun-11 40 years Northmall Centre Tucson, AZ 3,140 16,119 ( 500 ) 2,200 16,559 18,759 ( 5,755 ) 1996 Jun-11 40 years Bakersfield Plaza Bakersfield, CA 4,000 24,788 15,564 4,502 39,850 44,352 ( 14,311 ) 1970 Jun-11 40 years Carmen Plaza Camarillo, CA 5,410 16,955 2,781 5,410 19,736 25,146 ( 5,754 ) 2000 Jun-11 40 years Plaza Rio Vista Cathedral, CA 2,465 12,559 339 2,465 12,898 15,363 ( 3,618 ) 2005 Oct-13 40 years Cudahy Plaza Cudahy, CA 4,490 12,154 18,533 4,778 30,399 35,177 ( 5,189 ) 2021 Jun-11 40 years University Mall Davis, CA 4,270 15,617 3,199 4,270 18,816 23,086 ( 5,039 ) 1964 Jun-11 40 years Felicita Plaza Escondido, CA 4,280 12,421 1,038 4,280 13,459 17,739 ( 5,235 ) 2001 Jun-11 40 years Felicita Town Center Escondido, CA 11,231 30,886 1,355 11,231 32,241 43,472 ( 6,461 ) 1987 Dec-16 40 years Arbor - Broadway Faire Fresno, CA 5,940 33,885 2,814 5,940 36,699 42,639 ( 13,244 ) 1995 Jun-11 40 years Lompoc Center Lompoc, CA 4,670 15,515 6,208 4,670 21,723 26,393 ( 9,754 ) 1960 Jun-11 40 years Briggsmore Plaza Modesto, CA 2,140 10,220 3,925 2,140 14,145 16,285 ( 4,735 ) 1998 Jun-11 40 years Montebello Plaza Montebello, CA 13,360 32,536 8,581 13,360 41,117 54,477 ( 15,513 ) 1974 Jun-11 40 years California Oaks Center Murrieta, CA 5,180 13,524 6,037 5,180 19,561 24,741 ( 5,598 ) 1990 Jun-11 40 years Pacoima Center Pacoima, CA 7,050 15,859 1,099 7,050 16,958 24,008 ( 8,839 ) 1995 Jun-11 40 years Metro 580 Pleasanton, CA 10,500 19,243 1,920 10,500 21,163 31,663 ( 8,300 ) 1996 Jun-11 40 years Rose Pavilion Pleasanton, CA 19,619 59,899 16,446 19,619 76,345 95,964 ( 20,304 ) 2019 Jun-11 40 years Puente Hills Town Center Rowland Heights, CA 15,670 38,046 6,480 15,670 44,526 60,196 ( 13,425 ) 1984 Jun-11 40 years Ocean View Plaza San Clemente, CA 15,750 29,572 2,733 15,750 32,305 48,055 ( 9,963 ) 1990 Jun-11 40 years Plaza By The Sea San Clemente, CA 9,607 5,461 2,836 9,607 8,297 17,904 ( 996 ) 1976 Dec-17 40 years Village at Mira Mesa San Diego, CA 14,870 70,485 31,391 14,870 101,876 116,746 ( 25,245 ) 2021 Jun-11 40 years San Dimas Plaza San Dimas, CA 11,490 20,473 8,189 15,101 25,051 40,152 ( 7,711 ) 1986 Jun-11 40 years Bristol Plaza Santa Ana, CA 9,110 21,129 3,821 9,722 24,338 34,060 ( 7,680 ) 2003 Jun-11 40 years Gateway Plaza Santa Fe Springs, CA 9,980 30,046 2,816 9,980 32,862 42,842 ( 12,590 ) 2002 Jun-11 40 years Santa Paula Center Santa Paula, CA 3,520 17,723 1,099 3,520 18,822 22,342 ( 7,691 ) 1995 Jun-11 40 years Vail Ranch Center Temecula, CA 3,750 20,934 1,974 3,750 22,908 26,658 ( 8,250 ) 2003 Jun-11 40 years Country Hills Shopping Center Torrance, CA 3,589 8,683 ( 289 ) 3,589 8,394 11,983 ( 2,710 ) 1977 Jun-11 40 years Upland Town Square Upland, CA 9,051 23,126 1,069 9,051 24,195 33,246 ( 3,874 ) 1994 Nov-17 40 years Gateway Plaza - Vallejo Vallejo, CA 11,880 67,060 29,998 12,947 95,991 108,938 ( 27,990 ) 2018 Jun-11 40 years Arvada Plaza Arvada, CO 1,160 7,378 546 1,160 7,924 9,084 ( 4,487 ) 1994 Jun-11 40 years Arapahoe Crossings Aurora, CO 13,676 52,713 17,058 13,676 69,771 83,447 ( 18,499 ) 1996 Jul-13 40 years Aurora Plaza Aurora, CO 3,910 9,044 2,368 3,910 11,412 15,322 ( 6,335 ) 1996 Jun-11 40 years Villa Monaco Denver, CO 3,090 6,115 4,990 3,090 11,105 14,195 ( 3,353 ) 1978 Jun-11 40 years Centennial Shopping Center Englewood, CO 6,755 11,717 183 6,755 11,900 18,655 ( 1,097 ) 2013 Apr-19 40 years Superior Marketplace Superior, CO 7,090 35,418 8,013 7,090 43,431 50,521 ( 14,198 ) 1997 Jun-11 40 years Westminster City Center Westminster, CO 6,040 40,717 13,713 6,040 54,430 60,470 ( 15,522 ) 2021 Jun-11 40 years The Shoppes at Fox Run Glastonbury, CT 3,550 22,437 4,089 3,600 26,476 30,076 ( 9,292 ) 1974 Jun-11 40 years Groton Square Groton, CT 2,730 27,821 2,174 2,730 29,995 32,725 ( 12,020 ) 1987 Jun-11 40 years Parkway Plaza Hamden, CT 4,100 7,709 225 4,100 7,934 12,034 ( 3,039 ) 2006 Jun-11 40 years The Manchester Collection Manchester, CT 8,200 47,536 ( 245 ) 8,200 47,291 55,491 ( 15,346 ) 2001 Jun-11 40 years Turnpike Plaza Newington, CT 3,920 23,821 50 3,920 23,871 27,791 ( 9,633 ) 2004 Jun-11 40 years North Haven Crossing North Haven, CT 5,430 15,911 2,776 5,430 18,687 24,117 ( 6,487 ) 1993 Jun-11 40 years Christmas Tree Plaza Orange, CT 4,870 13,724 2,948 4,870 16,672 21,542 ( 5,396 ) 1996 Jun-11 40 years Stratford Square Stratford, CT 5,860 11,650 7,008 5,860 18,658 24,518 ( 5,960 ) 1984 Jun-11 40 years Torrington Plaza Torrington, CT 2,180 12,807 3,641 2,180 16,448 18,628 ( 5,871 ) 1994 Jun-11 40 years Waterbury Plaza Waterbury, CT 4,793 16,230 2,844 4,793 19,074 23,867 ( 7,141 ) 2000 Jun-11 40 years Waterford Commons Waterford, CT 4,990 43,556 7,100 4,990 50,656 55,646 ( 16,775 ) 2004 Jun-11 40 years North Dover Center Dover, DE 3,100 17,398 3,005 3,100 20,403 23,503 ( 6,281 ) 1989 Jun-11 40 years Coastal Way - Coastal Landing Brooksville, FL 8,840 30,693 8,261 8,840 38,954 47,794 ( 13,035 ) 2008 Jun-11 40 years Clearwater Mall Clearwater, FL 15,300 52,109 6,588 15,300 58,697 73,997 ( 16,837 ) 1973 Jun-11 40 years Coconut Creek Plaza Coconut Creek, FL 7,400 24,588 6,016 7,400 30,604 38,004 ( 9,922 ) 2005 Jun-11 40 years Century Plaza Shopping Center Deerfield Beach, FL 3,050 7,636 5,275 3,050 12,911 15,961 ( 3,538 ) 2006 Jun-11 40 years Northgate Shopping Center DeLand, FL 3,500 8,630 5,517 3,500 14,147 17,647 ( 3,133 ) 1993 Jun-11 40 years Sun Plaza Ft. Walton Beach, FL 4,480 12,544 1,202 4,480 13,746 18,226 ( 6,121 ) 2004 Jun-11 40 years Normandy Square Jacksonville, FL 1,936 5,373 1,281 1,936 6,654 8,590 ( 2,964 ) 1996 Jun-11 40 years Regency Park Shopping Center Jacksonville, FL 6,240 13,502 6,752 6,240 20,254 26,494 ( 5,699 ) 1985 Jun-11 40 years Ventura Downs Kissimmee, FL 3,580 7,092 6,182 3,580 13,274 16,854 ( 2,833 ) 2018 Jun-11 40 years Marketplace at Wycliffe Lake Worth, FL 7,930 13,376 2,159 7,930 15,535 23,465 ( 4,215 ) 2002 Jun-11 40 years Venetian Isle Shopping Ctr Lighthouse Point, FL 8,270 14,396 1,664 8,270 16,060 24,330 ( 5,671 ) 1992 Jun-11 40 years Marco Town Center Marco Island, FL 7,235 26,330 7,755 7,235 34,085 41,320 ( 6,564 ) 2021 Oct-13 40 years Mall at 163rd Street Miami, FL 9,450 34,211 4,107 9,450 38,318 47,768 ( 12,034 ) 2007 Jun-11 40 years Shops at Palm Lakes Miami, FL 10,896 14,110 6,553 10,896 20,663 31,559 ( 5,336 ) 1996 Jun-11 40 years F-44 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Freedom Square Naples, FL 4,735 12,326 3,557 4,735 15,883 20,618 ( 4,312 ) 2021 Jun-11 40 years Naples Plaza Naples, FL 9,200 20,485 10,558 9,200 31,043 40,243 ( 10,560 ) 2013 Jun-11 40 years Park Shore Plaza Naples, FL 4,750 13,630 26,061 7,245 37,196 44,441 ( 10,206 ) 2018 Jun-11 40 years Chelsea Place New Port Richey, FL 3,303 9,693 606 3,303 10,299 13,602 ( 3,228 ) 1992 Oct-13 40 years Presidential Plaza West North Lauderdale, FL 2,070 5,428 1,489 2,070 6,917 8,987 ( 2,023 ) 2006 Jun-11 40 years Colonial Marketplace Orlando, FL 4,230 19,781 3,629 4,230 23,410 27,640 ( 8,600 ) 1986 Jun-11 40 years Conway Crossing Orlando, FL 3,163 12,071 943 3,163 13,014 16,177 ( 4,193 ) 2002 Oct-13 40 years Hunter's Creek Plaza Orlando, FL 3,589 5,776 3,377 3,589 9,153 12,742 ( 2,422 ) 1998 Oct-13 40 years Pointe Orlando Orlando, FL 6,120 52,737 45,877 6,120 98,614 104,734 ( 24,077 ) 2021 Jun-11 40 years Martin Downs Town Center Palm City, FL 1,660 9,749 415 1,660 10,164 11,824 ( 2,462 ) 1996 Oct-13 40 years Martin Downs Village Center Palm City, FL 5,319 28,255 2,123 5,319 30,378 35,697 ( 8,325 ) 1987 Jun-11 40 years 23rd Street Station Panama City, FL 3,120 7,025 2,927 3,120 9,952 13,072 ( 2,522 ) 1995 Jun-11 40 years Panama City Square Panama City, FL 5,690 8,936 12,161 5,690 21,097 26,787 ( 4,350 ) 1989 Jun-11 40 years East Port Plaza Port St. Lucie, FL 4,099 22,226 2,800 4,099 25,026 29,125 ( 7,233 ) 1991 Oct-13 40 years Shoppes of Victoria Square Port St. Lucie, FL 3,450 6,044 1,506 3,450 7,550 11,000 ( 2,879 ) 1990 Jun-11 40 years Lake St. Charles Riverview, FL 2,801 6,900 444 2,801 7,344 10,145 ( 1,873 ) 1999 Oct-13 40 years Cobblestone Village Royal Palm Beach, FL 2,700 4,934 997 2,700 5,931 8,631 ( 1,647 ) 2005 Jun-11 40 years Beneva Village Shoppes Sarasota, FL 4,013 16,966 13,892 4,013 30,858 34,871 ( 5,339 ) 2020 Oct-13 40 years Sarasota Village Sarasota, FL 5,190 12,476 3,967 5,190 16,443 21,633 ( 5,357 ) 1972 Jun-11 40 years Atlantic Plaza Satellite Beach, FL 2,630 10,601 3,057 2,630 13,658 16,288 ( 4,210 ) 2008 Jun-11 40 years Seminole Plaza Seminole, FL 3,870 7,934 12,646 3,870 20,580 24,450 ( 3,279 ) 2020 Jun-11 40 years Cobblestone Village St. Augustine, FL 7,710 33,119 3,893 7,710 37,012 44,722 ( 12,944 ) 2003 Jun-11 40 years Dolphin Village St. Pete Beach, FL 9,882 15,505 1,750 9,882 17,255 27,137 ( 4,550 ) 1990 Oct-13 40 years Rutland Plaza St. Petersburg, FL 3,880 8,091 1,981 3,880 10,072 13,952 ( 3,649 ) 2002 Jun-11 40 years Tyrone Gardens St. Petersburg, FL 5,690 9,699 2,203 5,690 11,902 17,592 ( 4,652 ) 1998 Jun-11 40 years Downtown Publix Stuart, FL 1,770 12,200 2,992 1,770 15,192 16,962 ( 4,769 ) 2000 Jun-11 40 years Sunrise Town Center Sunrise, FL 7,856 9,205 1,707 7,856 10,912 18,768 ( 4,434 ) 1989 Oct-13 40 years Carrollwood Center Tampa, FL 3,749 14,456 1,581 3,749 16,037 19,786 ( 5,164 ) 2002 Oct-13 40 years Ross Plaza Tampa, FL 2,808 11,683 1,164 2,808 12,847 15,655 ( 3,697 ) 1996 Oct-13 40 years Shoppes at Tarpon Tarpon Springs, FL 7,800 13,683 4,445 7,800 18,128 25,928 ( 7,475 ) 2003 Jun-11 40 years Venice Plaza Venice, FL 3,245 14,376 730 3,245 15,106 18,351 ( 3,460 ) 1999 Oct-13 40 years Venice Shopping Center Venice, FL 2,555 6,246 625 2,555 6,871 9,426 ( 2,048 ) 2000 Oct-13 40 years Venice Village Venice, FL 7,157 26,358 1,354 7,157 27,712 34,869 ( 4,597 ) 2021 Nov-17 40 years Albany Plaza Albany, GA 1,840 3,072 913 1,840 3,985 5,825 ( 1,363 ) 1995 Jun-11 40 years Mansell Crossing Alpharetta, GA 15,461 25,263 6,308 15,461 31,571 47,032 ( 10,643 ) 1993 Jun-11 40 years Northeast Plaza Atlanta, GA 6,907 36,318 5,478 6,907 41,796 48,703 ( 12,128 ) 1952 Jun-11 40 years Augusta West Plaza Augusta, GA 1,070 5,704 2,807 1,070 8,511 9,581 ( 2,574 ) 2006 Jun-11 40 years Sweetwater Village Austell, GA 1,080 3,026 887 1,080 3,913 4,993 ( 1,887 ) 1985 Jun-11 40 years Vineyards at Chateau Elan Braselton, GA 2,202 14,309 814 2,202 15,123 17,325 ( 4,143 ) 2002 Oct-13 40 years Cedar Plaza Cedartown, GA 1,550 4,342 807 1,550 5,149 6,699 ( 2,054 ) 1994 Jun-11 40 years Conyers Plaza Conyers, GA 3,870 11,642 2,589 3,870 14,231 18,101 ( 6,030 ) 2001 Jun-11 40 years Cordele Square Cordele, GA 2,050 5,537 727 2,050 6,264 8,314 ( 2,972 ) 2002 Jun-11 40 years Salem Road Station Covington, GA 670 11,366 681 670 12,047 12,717 ( 3,423 ) 2000 Oct-13 40 years Keith Bridge Commons Cumming, GA 1,501 14,769 938 1,601 15,607 17,208 ( 4,513 ) 2002 Oct-13 40 years Northside Dalton, GA 1,320 3,950 919 1,320 4,869 6,189 ( 2,315 ) 2001 Jun-11 40 years Cosby Station Douglasville, GA 2,650 6,553 575 2,650 7,128 9,778 ( 2,518 ) 1994 Jun-11 40 years Park Plaza Douglasville, GA 1,470 2,463 1,346 1,470 3,809 5,279 ( 1,179 ) 1986 Jun-11 40 years Westgate Dublin, GA 1,450 3,637 503 1,450 4,140 5,590 ( 1,482 ) 2004 Jun-11 40 years Venture Pointe Duluth, GA 2,460 7,933 5,592 2,460 13,525 15,985 ( 6,457 ) 1995 Jun-11 40 years Banks Station Fayetteville, GA 3,490 12,231 2,298 3,490 14,529 18,019 ( 6,168 ) 2006 Jun-11 40 years Barrett Place Kennesaw, GA 6,990 13,953 1,427 6,990 15,380 22,370 ( 7,197 ) 1992 Jun-11 40 years Shops of Huntcrest Lawrenceville, GA 2,093 17,639 756 2,093 18,395 20,488 ( 4,810 ) 2003 Oct-13 40 years Mableton Walk Mableton, GA 1,645 9,324 1,297 1,645 10,621 12,266 ( 3,512 ) 1994 Jun-11 40 years The Village at Mableton Mableton, GA 2,040 5,149 3,279 2,040 8,428 10,468 ( 3,067 ) 1959 Jun-11 40 years Marshalls at Eastlake Marietta, GA 2,650 2,575 1,362 2,650 3,937 6,587 ( 1,417 ) 1982 Jun-11 40 years New Chastain Corners Marietta, GA 3,090 7,880 3,062 3,090 10,942 14,032 ( 3,642 ) 2004 Jun-11 40 years Pavilions at Eastlake Marietta, GA 4,770 10,994 4,189 4,770 15,183 19,953 ( 5,667 ) 1996 Jun-11 40 years Creekwood Village Rex, GA 1,400 4,752 517 1,400 5,269 6,669 ( 2,163 ) 1990 Jun-11 40 years Holcomb Bridge Crossing Roswell, GA 1,170 5,250 4,676 1,170 9,926 11,096 ( 3,983 ) 1988 Jun-11 40 years Victory Square Savannah, GA 6,080 14,608 760 6,080 15,368 21,448 ( 4,792 ) 2007 Jun-11 40 years Stockbridge Village Stockbridge, GA 6,210 16,257 4,418 6,210 20,675 26,885 ( 8,451 ) 2008 Jun-11 40 years Stone Mountain Festival Stone Mountain, GA 5,740 16,458 1,862 5,740 18,320 24,060 ( 8,856 ) 2006 Jun-11 40 years Wilmington Island Wilmington Island, GA 2,630 7,894 1,384 2,630 9,278 11,908 ( 2,843 ) 1985 Oct-13 40 years Haymarket Mall Des Moines, IA 2,320 9,505 895 2,320 10,400 12,720 ( 4,460 ) 1979 Jun-11 40 years Haymarket Square Des Moines, IA 3,360 7,569 5,155 3,360 12,724 16,084 ( 4,468 ) 1979 Jun-11 40 years Annex of Arlington Arlington Heights, IL 3,769 14,071 15,449 4,373 28,916 33,289 ( 8,839 ) 1999 Jun-11 40 years Ridge Plaza Arlington Heights, IL 3,720 8,846 5,512 3,720 14,358 18,078 ( 6,501 ) 2000 Jun-11 40 years F-45 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Southfield Plaza Bridgeview, IL 5,880 18,113 3,194 5,880 21,307 27,187 ( 8,827 ) 2006 Jun-11 40 years Commons of Chicago Ridge Chicago Ridge, IL 4,310 38,864 7,550 4,310 46,414 50,724 ( 17,808 ) 1998 Jun-11 40 years Rivercrest Shopping Center Crestwood, IL 7,010 38,232 20,557 11,010 54,789 65,799 ( 18,559 ) 1992 Jun-11 40 years The Commons of Crystal Lake Crystal Lake, IL 3,660 31,099 4,716 3,660 35,815 39,475 ( 11,903 ) 1987 Jun-11 40 years Elk Grove Town Center Elk Grove Village, IL 3,010 13,066 1,482 3,010 14,548 17,558 ( 3,723 ) 1998 Jun-11 40 years Freeport Plaza Freeport, IL 660 5,614 419 660 6,033 6,693 ( 3,805 ) 2000 Jun-11 40 years The Quentin Collection Kildeer, IL 5,780 24,276 3,335 6,002 27,389 33,391 ( 7,327 ) 2006 Jun-11 40 years Butterfield Square Libertyville, IL 3,430 12,677 3,061 3,430 15,738 19,168 ( 5,227 ) 1997 Jun-11 40 years High Point Centre Lombard, IL 7,510 18,392 11,856 7,510 30,248 37,758 ( 6,700 ) 2019 Jun-11 40 years Long Meadow Commons Mundelein, IL 4,700 11,312 3,287 4,700 14,599 19,299 ( 6,541 ) 1997 Jun-11 40 years Westridge Court Naperville, IL 10,560 60,964 28,002 10,560 88,966 99,526 ( 21,720 ) 1992 Jun-11 40 years Rollins Crossing Round Lake Beach, IL 3,040 22,881 1,887 3,040 24,768 27,808 ( 10,574 ) 1998 Jun-11 40 years Tinley Park Plaza Tinley Park, IL 12,250 20,229 7,653 12,250 27,882 40,132 ( 7,495 ) 2021 Jun-11 40 years Meridian Village Carmel, IN 2,089 7,026 3,249 2,089 10,275 12,364 ( 3,874 ) 1990 Jun-11 40 years Columbus Center Columbus, IN 1,480 13,293 4,556 1,480 17,849 19,329 ( 5,592 ) 1964 Jun-11 40 years Apple Glen Crossing Fort Wayne, IN 2,550 19,389 1,225 2,550 20,614 23,164 ( 7,018 ) 2002 Jun-11 40 years Market Centre Goshen, IN 1,765 12,524 8,086 1,765 20,610 22,375 ( 5,316 ) 1994 Jun-11 40 years Lincoln Plaza New Haven, IN 780 5,997 ( 1,215 ) 428 5,134 5,562 ( 2,505 ) 1968 Jun-11 40 years Speedway Super Center Speedway, IN 8,410 48,475 19,974 8,410 68,449 76,859 ( 19,899 ) 2021 Jun-11 40 years Sagamore Park Centre West Lafayette, IN 2,390 10,865 2,578 2,390 13,443 15,833 ( 5,071 ) 2018 Jun-11 40 years Westchester Square Lenexa, KS 3,250 13,693 3,521 3,250 17,214 20,464 ( 5,952 ) 1987 Jun-11 40 years West Loop Shopping Center Manhattan, KS 2,800 10,187 7,190 2,800 17,377 20,177 ( 6,503 ) 2013 Jun-11 40 years North Dixie Plaza Elizabethtown, KY 2,372 4,522 661 2,108 5,447 7,555 ( 1,714 ) 1992 Jun-11 40 years Florence Plaza - Florence Square Florence, KY 9,380 45,145 32,804 11,014 76,315 87,329 ( 21,609 ) 2014 Jun-11 40 years Jeffersontown Commons Jeffersontown, KY 3,920 14,395 1,171 3,920 15,566 19,486 ( 7,068 ) 1959 Jun-11 40 years London Marketplace London, KY 1,400 8,267 7,320 1,400 15,587 16,987 ( 3,097 ) 1994 Jun-11 40 years Eastgate Shopping Center Louisville, KY 4,300 13,228 3,158 4,300 16,386 20,686 ( 7,187 ) 2002 Jun-11 40 years Plainview Village Louisville, KY 2,600 9,434 2,175 2,600 11,609 14,209 ( 4,212 ) 1997 Jun-11 40 years Stony Brook I & II Louisville, KY 3,650 17,367 2,255 3,650 19,622 23,272 ( 7,543 ) 1988 Jun-11 40 years Points West Plaza Brockton, MA 2,200 8,302 3,104 2,200 11,406 13,606 ( 2,961 ) 1960 Jun-11 40 years Burlington Square I, II & III Burlington, MA 4,690 12,003 3,118 4,690 15,121 19,811 ( 4,712 ) 1992 Jun-11 40 years Holyoke Shopping Center Holyoke, MA 3,110 11,871 1,425 3,110 13,296 16,406 ( 5,735 ) 2000 Jun-11 40 years WaterTower Plaza Leominster, MA 10,400 36,223 4,506 10,400 40,729 51,129 ( 13,010 ) 2000 Jun-11 40 years Lunenberg Crossing Lunenburg, MA 930 1,668 1,235 930 2,903 3,833 ( 887 ) 1994 Jun-11 40 years Lynn Marketplace Lynn, MA 3,100 4,634 3,881 3,100 8,515 11,615 ( 1,729 ) 1968 Jun-11 40 years Webster Square Shopping Center Marshfield, MA 5,532 26,961 1,162 5,532 28,123 33,655 ( 6,485 ) 2005 Jun-15 40 years Berkshire Crossing Pittsfield, MA 2,870 30,249 4,212 2,870 34,461 37,331 ( 12,868 ) 1994 Jun-11 40 years Westgate Plaza Westfield, MA 2,250 7,752 2,053 2,250 9,805 12,055 ( 2,392 ) 1996 Jun-11 40 years Perkins Farm Marketplace Worcester, MA 2,150 16,280 6,762 2,150 23,042 25,192 ( 7,714 ) 1967 Jun-11 40 years South Plaza Shopping Center California, MD 2,174 23,209 214 2,174 23,423 25,597 ( 5,805 ) 2005 Oct-13 40 years Campus Village Shoppes College Park, MD 1,660 4,919 719 1,660 5,638 7,298 ( 1,735 ) 1986 Jun-11 40 years Fox Run Prince Frederick, MD 3,396 28,525 12,326 3,396 40,851 44,247 ( 10,665 ) 2021 Jun-11 40 years Pine Tree Shopping Center Portland, ME 2,860 18,623 2,118 2,860 20,741 23,601 ( 10,048 ) 1958 Jun-11 40 years Arborland Center Ann Arbor, MI 20,175 88,717 2,503 20,175 91,220 111,395 ( 18,710 ) 2000 Mar-17 40 years Maple Village Ann Arbor, MI 3,200 13,685 33,258 3,200 46,943 50,143 ( 9,232 ) 2020 Jun-11 40 years Grand Crossing Brighton, MI 1,780 7,072 2,287 1,780 9,359 11,139 ( 3,758 ) 2005 Jun-11 40 years Farmington Crossroads Farmington, MI 1,620 4,041 2,141 1,620 6,182 7,802 ( 2,589 ) 1986 Jun-11 40 years Silver Pointe Shopping Center Fenton, MI 3,840 12,092 4,312 3,840 16,404 20,244 ( 5,794 ) 1996 Jun-11 40 years Cascade East Grand Rapids, MI 1,280 4,733 2,949 1,280 7,682 8,962 ( 2,777 ) 1983 Jun-11 40 years Delta Center Lansing, MI 1,580 9,019 3,190 1,580 12,209 13,789 ( 6,051 ) 1985 Jun-11 40 years Lakes Crossing Muskegon, MI 1,274 11,242 2,879 1,200 14,195 15,395 ( 5,686 ) 2008 Jun-11 40 years Redford Plaza Redford, MI 7,510 17,249 7,792 7,510 25,041 32,551 ( 9,183 ) 1992 Jun-11 40 years Hampton Village Centre Rochester Hills, MI 5,370 45,406 14,857 5,370 60,263 65,633 ( 21,624 ) 2004 Jun-11 40 years Fashion Corners Saginaw, MI 1,940 17,629 755 1,940 18,384 20,324 ( 7,047 ) 2004 Jun-11 40 years Southfield Plaza Southfield, MI 1,320 3,348 2,711 1,320 6,059 7,379 ( 2,777 ) 1970 Jun-11 40 years 18 Ryan Sterling Heights, MI 3,160 8,045 1,940 3,160 9,985 13,145 ( 2,876 ) 1997 Jun-11 40 years Delco Plaza Sterling Heights, MI 2,860 4,852 2,535 2,860 7,387 10,247 ( 2,799 ) 1996 Jun-11 40 years West Ridge Westland, MI 1,800 5,189 5,937 1,800 11,126 12,926 ( 4,593 ) 1989 Jun-11 40 years Washtenaw Fountain Plaza Ypsilanti, MI 2,030 5,929 1,195 2,030 7,124 9,154 ( 2,677 ) 2005 Jun-11 40 years Southport Centre I - VI Apple Valley, MN 4,602 18,211 794 4,602 19,005 23,607 ( 5,801 ) 1985 Jun-11 40 years Burning Tree Plaza Duluth, MN 4,790 15,296 4,066 4,790 19,362 24,152 ( 5,745 ) 1987 Jun-11 40 years Elk Park Center Elk River, MN 3,770 17,736 1,810 3,770 19,546 23,316 ( 7,031 ) 1999 Jun-11 40 years Westwind Plaza Minnetonka, MN 2,630 11,269 2,318 2,630 13,587 16,217 ( 4,014 ) 2007 Jun-11 40 years Richfield Hub Richfield, MN 7,748 18,492 1,947 7,748 20,439 28,187 ( 6,135 ) 1952 Jun-11 40 years Roseville Center Roseville , MN 1,620 7,917 7,256 1,620 15,173 16,793 ( 2,714 ) 2021 Jun-11 40 years Marketplace @ 42 Savage, MN 5,150 10,636 5,470 5,150 16,106 21,256 ( 4,787 ) 1999 Jun-11 40 years Sun Ray Shopping Center St. Paul, MN 5,250 19,485 3,364 5,250 22,849 28,099 ( 8,494 ) 1958 Jun-11 40 years F-46 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired White Bear Hills Shopping Center White Bear Lake, MN 1,790 6,062 1,520 1,790 7,582 9,372 ( 3,138 ) 1996 Jun-11 40 years Ellisville Square Ellisville, MO 2,130 2,715 9,719 2,130 12,434 14,564 ( 4,455 ) 1989 Jun-11 40 years Hub Shopping Center Independence, MO 850 7,486 903 850 8,389 9,239 ( 3,793 ) 1995 Jun-11 40 years Watts Mill Plaza Kansas City, MO 2,610 12,871 2,283 2,610 15,154 17,764 ( 4,686 ) 1997 Jun-11 40 years Liberty Corners Liberty, MO 2,530 8,416 3,387 2,530 11,803 14,333 ( 4,615 ) 1987 Jun-11 40 years Maplewood Square Maplewood, MO 1,450 2,958 2,059 1,450 5,017 6,467 ( 956 ) 1998 Jun-11 40 years Devonshire Place Cary, NC 940 3,267 6,040 940 9,307 10,247 ( 3,546 ) 1996 Jun-11 40 years McMullen Creek Market Charlotte, NC 10,590 22,565 7,291 10,590 29,856 40,446 ( 9,764 ) 1988 Jun-11 40 years The Commons at Chancellor Park Charlotte, NC 5,240 19,387 2,712 5,240 22,099 27,339 ( 8,212 ) 1994 Jun-11 40 years Macon Plaza Franklin, NC 770 3,278 895 770 4,173 4,943 ( 1,889 ) 2001 Jun-11 40 years Garner Towne Square Garner, NC 6,233 22,758 2,695 6,233 25,453 31,686 ( 7,830 ) 1997 Oct-13 40 years Franklin Square Gastonia, NC 7,060 27,556 5,016 7,060 32,572 39,632 ( 10,772 ) 1989 Jun-11 40 years Wendover Place Greensboro, NC 15,990 38,831 6,653 15,990 45,484 61,474 ( 15,454 ) 2000 Jun-11 40 years University Commons Greenville, NC 5,350 24,770 4,548 5,350 29,318 34,668 ( 9,897 ) 1996 Jun-11 40 years Valley Crossing Hickory, NC 2,130 5,783 9,210 2,130 14,993 17,123 ( 5,697 ) 2014 Jun-11 40 years Kinston Pointe Kinston, NC 2,180 8,474 525 2,180 8,999 11,179 ( 4,438 ) 2001 Jun-11 40 years Magnolia Plaza Morganton, NC 730 3,004 3,192 730 6,196 6,926 ( 1,205 ) 1990 Jun-11 40 years Roxboro Square Roxboro, NC 1,550 8,913 667 1,550 9,580 11,130 ( 4,803 ) 2005 Jun-11 40 years Innes Street Market Salisbury, NC 10,548 27,268 1,370 10,548 28,638 39,186 ( 13,093 ) 2002 Jun-11 40 years Crossroads Statesville, NC 4,296 10,416 1,643 4,296 12,059 16,355 ( 4,412 ) 1997 Jun-11 40 years Anson Station Wadesboro, NC 910 3,566 1,534 910 5,100 6,010 ( 1,944 ) 1988 Jun-11 40 years New Centre Market Wilmington, NC 5,730 14,375 2,604 5,730 16,979 22,709 ( 5,010 ) 1998 Jun-11 40 years University Commons Wilmington, NC 6,910 25,539 2,862 6,910 28,401 35,311 ( 9,869 ) 2007 Jun-11 40 years Whitaker Square Winston Salem, NC 2,923 11,556 1,050 2,923 12,606 15,529 ( 3,335 ) 1996 Oct-13 40 years Parkway Plaza Winston-Salem, NC 6,910 16,355 3,914 6,910 20,269 27,179 ( 6,981 ) 2005 Jun-11 40 years Stratford Commons Winston-Salem, NC 2,770 9,402 406 2,770 9,808 12,578 ( 3,549 ) 1995 Jun-11 40 years Bedford Grove Bedford, NH 3,400 12,699 11,157 3,400 23,856 27,256 ( 4,592 ) 1989 Jun-11 40 years Capitol Shopping Center Concord, NH 2,160 11,020 1,956 2,160 12,976 15,136 ( 5,555 ) 2001 Jun-11 40 years Willow Springs Plaza Nashua , NH 3,490 18,228 1,508 3,490 19,736 23,226 ( 5,996 ) 1990 Jun-11 40 years Seacoast Shopping Center Seabrook , NH 2,230 7,956 1,830 2,230 9,786 12,016 ( 2,451 ) 1991 Jun-11 40 years Tri-City Plaza Somersworth, NH 1,900 9,160 5,728 1,900 14,888 16,788 ( 5,544 ) 1990 Jun-11 40 years Laurel Square Brick, NJ 5,400 17,409 8,670 5,400 26,079 31,479 ( 5,366 ) 2021 Jun-11 40 years The Shoppes at Cinnaminson Cinnaminson, NJ 6,030 44,831 5,059 6,030 49,890 55,920 ( 16,495 ) 2010 Jun-11 40 years Acme Clark Clark, NJ 2,630 8,351 92 2,630 8,443 11,073 ( 3,508 ) 2007 Jun-11 40 years Collegetown Shopping Center Glassboro, NJ 1,560 12,614 22,292 1,560 34,906 36,466 ( 7,009 ) 2021 Jun-11 40 years Hamilton Plaza Hamilton, NJ 1,580 7,732 11,070 1,580 18,802 20,382 ( 3,436 ) 1972 Jun-11 40 years Bennetts Mills Plaza Jackson, NJ 3,130 16,523 903 3,130 17,426 20,556 ( 6,024 ) 2002 Jun-11 40 years Marlton Crossing Marlton, NJ 5,950 43,931 27,725 5,950 71,656 77,606 ( 22,446 ) 2019 Jun-11 40 years Middletown Plaza Middletown, NJ 5,060 40,660 4,961 5,060 45,621 50,681 ( 14,858 ) 2001 Jun-11 40 years Larchmont Centre Mount Laurel, NJ 4,421 14,668 828 4,421 15,496 19,917 ( 3,429 ) 1985 Jun-15 40 years Old Bridge Gateway Old Bridge, NJ 7,200 35,689 5,511 7,200 41,200 48,400 ( 13,524 ) 2021 Jun-11 40 years Morris Hills Shopping Center Parsippany, NJ 3,970 28,331 6,031 3,970 34,362 38,332 ( 10,566 ) 1994 Jun-11 40 years Rio Grande Plaza Rio Grande, NJ 1,660 11,580 2,342 1,660 13,922 15,582 ( 4,505 ) 1997 Jun-11 40 years Ocean Heights Plaza Somers Point, NJ 6,110 34,031 2,308 6,110 36,339 42,449 ( 10,674 ) 2006 Jun-11 40 years Springfield Place Springfield, NJ 1,150 4,310 3,258 1,773 6,945 8,718 ( 2,087 ) 1965 Jun-11 40 years Tinton Falls Plaza Tinton Falls, NJ 3,080 11,413 1,743 3,080 13,156 16,236 ( 4,437 ) 2006 Jun-11 40 years Cross Keys Commons Turnersville, NJ 5,840 30,590 6,552 5,840 37,142 42,982 ( 11,763 ) 1989 Jun-11 40 years Parkway Plaza Carle Place, NY 5,790 19,143 3,158 5,790 22,301 28,091 ( 6,302 ) 1993 Jun-11 40 years Erie Canal Centre Dewitt, NY 1,080 3,957 20,169 1,080 24,126 25,206 ( 5,425 ) 2018 Jun-11 40 years Unity Plaza East Fishkill, NY 2,100 13,935 136 2,100 14,071 16,171 ( 4,530 ) 2005 Jun-11 40 years Suffolk Plaza East Setauket, NY 2,780 5,555 9,575 2,780 15,130 17,910 ( 2,761 ) 1998 Jun-11 40 years Three Village Shopping Center East Setauket, NY 5,310 15,677 508 5,310 16,185 21,495 ( 5,174 ) 1991 Jun-11 40 years Stewart Plaza Garden City, NY 6,040 20,860 4,411 6,040 25,271 31,311 ( 8,115 ) 2021 Jun-11 40 years Dalewood I, II & III Shopping Center Hartsdale, NY 6,900 55,995 6,537 6,900 62,532 69,432 ( 15,982 ) 1972 Jun-11 40 years Cayuga Mall Ithaca, NY 1,180 8,078 6,570 1,180 14,648 15,828 ( 4,539 ) 1969 Jun-11 40 years Kings Park Plaza Kings Park, NY 4,790 11,100 2,212 4,790 13,312 18,102 ( 4,356 ) 1985 Jun-11 40 years Village Square Shopping Center Larchmont, NY 1,320 4,808 1,142 1,320 5,950 7,270 ( 1,562 ) 1981 Jun-11 40 years Falcaro's Plaza Lawrence, NY 3,410 8,804 5,917 3,410 14,721 18,131 ( 3,073 ) 1972 Jun-11 40 years Mamaroneck Centre Mamaroneck, NY 1,460 755 12,751 2,198 12,768 14,966 ( 731 ) 2020 Jun-11 40 years Sunshine Square Medford, NY 7,350 23,151 2,461 7,350 25,612 32,962 ( 8,813 ) 2007 Jun-11 40 years Wallkill Plaza Middletown, NY 1,360 7,793 3,264 1,360 11,057 12,417 ( 5,561 ) 1986 Jun-11 40 years Monroe ShopRite Plaza Monroe, NY 1,840 15,788 824 1,840 16,612 18,452 ( 6,524 ) 1985 Jun-11 40 years Rockland Plaza Nanuet, NY 10,700 56,868 14,497 11,098 70,967 82,065 ( 18,036 ) 2006 Jun-11 40 years North Ridge Shopping Center New Rochelle, NY 4,910 8,991 2,600 4,910 11,591 16,501 ( 3,030 ) 1971 Jun-11 40 years Nesconset Shopping Center Port Jefferson Station, NY 5,510 19,761 4,586 5,510 24,347 29,857 ( 7,698 ) 1961 Jun-11 40 years Roanoke Plaza Riverhead, NY 5,050 15,110 1,774 5,050 16,884 21,934 ( 5,645 ) 2002 Jun-11 40 years The Shops at Riverhead Riverhead, NY 3,479 — 38,286 3,899 37,866 41,765 ( 4,528 ) 2018 Jun-11 40 years F-47 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Rockville Centre Rockville Centre, NY 3,590 6,935 346 3,590 7,281 10,871 ( 2,279 ) 1975 Jun-11 40 years College Plaza Selden, NY 7,735 10,897 17,246 8,270 27,608 35,878 ( 10,061 ) 2013 Jun-11 40 years Campus Plaza Vestal, NY 1,170 16,065 845 1,170 16,910 18,080 ( 6,710 ) 2003 Jun-11 40 years Parkway Plaza Vestal, NY 2,149 18,501 1,759 2,149 20,260 22,409 ( 9,552 ) 1995 Jun-11 40 years Shoppes at Vestal Vestal, NY 1,340 14,531 164 1,340 14,695 16,035 ( 3,809 ) 2000 Jun-11 40 years Town Square Mall Vestal, NY 2,520 39,636 6,067 2,520 45,703 48,223 ( 14,888 ) 1991 Jun-11 40 years The Plaza at Salmon Run Watertown, NY 1,420 12,243 ( 3,087 ) 1,420 9,156 10,576 ( 3,695 ) 1993 Jun-11 40 years Highridge Plaza Yonkers, NY 6,020 16,077 3,255 6,020 19,332 25,352 ( 5,244 ) 1977 Jun-11 40 years Brunswick Town Center Brunswick, OH 2,930 18,492 2,098 2,930 20,590 23,520 ( 6,259 ) 2004 Jun-11 40 years Brentwood Plaza Cincinnati, OH 5,090 19,458 3,247 5,090 22,705 27,795 ( 8,157 ) 2004 Jun-11 40 years Delhi Shopping Center Cincinnati, OH 3,690 7,724 2,428 3,690 10,152 13,842 ( 3,865 ) 1973 Jun-11 40 years Harpers Station Cincinnati, OH 3,110 24,598 8,045 3,987 31,766 35,753 ( 11,030 ) 1994 Jun-11 40 years Western Hills Plaza Cincinnati, OH 8,690 25,100 13,297 8,690 38,397 47,087 ( 9,015 ) 2021 Jun-11 40 years Western Village Cincinnati, OH 3,370 12,106 1,497 3,420 13,553 16,973 ( 4,964 ) 2005 Jun-11 40 years Crown Point Columbus, OH 2,120 14,273 1,840 2,120 16,113 18,233 ( 6,699 ) 1980 Jun-11 40 years Greentree Shopping Center Columbus, OH 1,920 12,024 1,165 1,920 13,189 15,109 ( 6,045 ) 2005 Jun-11 40 years Brandt Pike Place Dayton, OH 616 1,579 18 616 1,597 2,213 ( 680 ) 2008 Jun-11 40 years South Towne Centre Dayton, OH 4,990 42,180 8,034 4,990 50,214 55,204 ( 18,670 ) 1972 Jun-11 40 years Southland Shopping Center Middleburg Heights, OH 4,659 37,344 8,972 4,659 46,316 50,975 ( 16,572 ) 1951 Jun-11 40 years The Shoppes at North Olmsted North Olmsted, OH 510 3,987 27 510 4,014 4,524 ( 1,731 ) 2002 Jun-11 40 years Surrey Square Mall Norwood, OH 3,900 17,731 2,297 3,900 20,028 23,928 ( 8,182 ) 2010 Jun-11 40 years Brice Park Reynoldsburg, OH 2,820 11,716 ( 878 ) 2,112 11,546 13,658 ( 4,545 ) 1989 Jun-11 40 years Miracle Mile Shopping Plaza Toledo, OH 1,510 14,291 4,919 1,510 19,210 20,720 ( 8,155 ) 1955 Jun-11 40 years Marketplace Tulsa, OK 5,040 12,401 3,313 5,040 15,714 20,754 ( 7,216 ) 1992 Jun-11 40 years Village West Allentown, PA 4,180 23,025 1,822 4,180 24,847 29,027 ( 8,581 ) 1999 Jun-11 40 years Park Hills Plaza Altoona, PA 4,390 20,965 7,548 4,390 28,513 32,903 ( 8,909 ) 1985 Jun-11 40 years Bethel Park Shopping Center Bethel Park, PA 3,060 18,281 2,263 3,060 20,544 23,604 ( 8,974 ) 1965 Jun-11 40 years Lehigh Shopping Center Bethlehem, PA 6,980 30,098 10,121 6,980 40,219 47,199 ( 13,661 ) 1955 Jun-11 40 years Bristol Park Bristol, PA 3,180 18,909 2,519 3,180 21,428 24,608 ( 7,023 ) 1993 Jun-11 40 years Chalfont Village Shopping Center Chalfont, PA 1,040 3,639 ( 44 ) 1,040 3,595 4,635 ( 1,200 ) 1989 Jun-11 40 years New Britain Village Square Chalfont, PA 4,250 23,452 2,943 4,250 26,395 30,645 ( 7,577 ) 1989 Jun-11 40 years Collegeville Shopping Center Collegeville, PA 3,410 6,481 7,268 3,410 13,749 17,159 ( 3,903 ) 2020 Jun-11 40 years Plymouth Square Shopping Center Conshohocken, PA 17,002 43,945 11,372 17,002 55,317 72,319 ( 3,463 ) 1959 May-19 40 years Whitemarsh Shopping Center Conshohocken, PA 3,410 11,590 5,189 3,410 16,779 20,189 ( 4,443 ) 2002 Jun-11 40 years Valley Fair Devon, PA 1,810 3,783 1,686 1,810 5,469 7,279 ( 1,633 ) 2001 Jun-11 40 years Dickson City Crossings Dickson City, PA 3,780 29,062 5,963 4,800 34,005 38,805 ( 11,526 ) 1997 Jun-11 40 years Barn Plaza Doylestown, PA 8,780 28,058 2,607 8,780 30,665 39,445 ( 12,364 ) 2002 Jun-11 40 years Pilgrim Gardens Drexel Hill, PA 2,090 4,690 4,919 2,090 9,609 11,699 ( 3,781 ) 1955 Jun-11 40 years New Garden Center Kennett Square, PA 2,240 6,752 3,144 2,240 9,896 12,136 ( 3,485 ) 1979 Jun-11 40 years North Penn Market Place Lansdale, PA 3,060 4,909 1,817 3,060 6,726 9,786 ( 2,175 ) 1977 Jun-11 40 years Village at Newtown Newtown, PA 7,690 36,110 42,646 7,690 78,756 86,446 ( 12,947 ) 2021 Jun-11 40 years Ivyridge Philadelphia, PA 7,100 18,006 2,466 7,100 20,472 27,572 ( 5,566 ) 1963 Jun-11 40 years Roosevelt Mall Philadelphia, PA 10,970 85,879 16,435 10,970 102,314 113,284 ( 30,734 ) 2020 Jun-11 40 years Shoppes at Valley Forge Phoenixville, PA 2,010 12,010 1,273 2,010 13,283 15,293 ( 5,715 ) 2003 Jun-11 40 years County Line Plaza Souderton, PA 910 7,031 2,300 910 9,331 10,241 ( 4,480 ) 1971 Jun-11 40 years 69th Street Plaza Upper Darby, PA 640 4,315 145 640 4,460 5,100 ( 1,686 ) 1994 Jun-11 40 years Warminster Towne Center Warminster, PA 4,310 34,434 2,038 4,310 36,472 40,782 ( 11,776 ) 1997 Jun-11 40 years Shops at Prospect West Hempfield, PA 760 6,261 990 760 7,251 8,011 ( 2,447 ) 1994 Jun-11 40 years Whitehall Square Whitehall, PA 4,350 29,737 3,958 4,350 33,695 38,045 ( 10,758 ) 2006 Jun-11 40 years Wilkes-Barre Township Marketplace Wilkes-Barre , PA 2,180 16,578 3,662 2,180 20,240 22,420 ( 9,085 ) 2004 Jun-11 40 years Belfair Towne Village Bluffton, SC 4,265 30,308 2,999 4,265 33,307 37,572 ( 8,175 ) 2006 Jun-11 40 years Milestone Plaza Greenville, SC 2,563 15,295 2,852 2,563 18,147 20,710 ( 4,713 ) 1995 Oct-13 40 years Circle Center Hilton Head, SC 3,010 5,707 667 3,010 6,374 9,384 ( 2,997 ) 2000 Jun-11 40 years Island Plaza James Island, SC 2,940 8,467 2,940 2,940 11,407 14,347 ( 5,037 ) 1994 Jun-11 40 years Festival Centre North Charleston, SC 3,630 7,456 7,727 3,630 15,183 18,813 ( 6,186 ) 1987 Jun-11 40 years Fairview Corners I & II Simpsonville, SC 2,370 16,357 2,506 2,370 18,863 21,233 ( 6,404 ) 2003 Jun-11 40 years Hillcrest Market Place Spartanburg, SC 4,190 31,444 7,735 4,190 39,179 43,369 ( 13,670 ) 1965 Jun-11 40 years East Ridge Crossing Chattanooga , TN 1,222 3,932 241 1,222 4,173 5,395 ( 1,885 ) 1999 Jun-11 40 years Watson Glen Shopping Center Franklin, TN 5,220 13,276 3,044 5,220 16,320 21,540 ( 6,877 ) 1988 Jun-11 40 years Williamson Square Franklin, TN 7,730 17,477 9,841 7,730 27,318 35,048 ( 11,468 ) 1988 Jun-11 40 years Greeneville Commons Greeneville, TN 2,880 10,681 6,272 2,880 16,953 19,833 ( 4,418 ) 2002 Jun-11 40 years Kingston Overlook Knoxville, TN 2,060 5,022 2,700 2,060 7,722 9,782 ( 2,746 ) 1996 Jun-11 40 years The Commons at Wolfcreek Memphis, TN 22,530 48,330 29,041 23,240 76,661 99,901 ( 23,171 ) 2014 Jun-11 40 years Georgetown Square Murfreesboro, TN 3,250 7,167 2,962 3,716 9,663 13,379 ( 3,268 ) 2003 Jun-11 40 years Nashboro Village Nashville, TN 2,243 11,516 271 2,243 11,787 14,030 ( 3,892 ) 1998 Oct-13 40 years Commerce Central Tullahoma, TN 391 3,164 582 391 3,746 4,137 ( 1,337 ) 1995 Jun-11 40 years Parmer Crossing Austin, TX 5,927 9,877 2,922 5,927 12,799 18,726 ( 4,361 ) 1989 Jun-11 40 years F-48 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Baytown Shopping Center Baytown, TX 3,410 9,093 924 3,410 10,017 13,427 ( 4,883 ) 1987 Jun-11 40 years El Camino Bellaire, TX 1,320 3,617 818 1,320 4,435 5,755 ( 1,808 ) 2008 Jun-11 40 years Townshire Bryan, TX 1,790 6,296 967 1,790 7,263 9,053 ( 3,755 ) 2002 Jun-11 40 years Central Station College Station, TX 4,340 19,224 4,740 4,340 23,964 28,304 ( 7,097 ) 1976 Jun-11 40 years Rock Prairie Crossing College Station, TX 2,401 13,298 414 2,401 13,712 16,113 ( 5,980 ) 2002 Jun-11 40 years Carmel Village Corpus Christi, TX 1,900 3,938 5,190 1,900 9,128 11,028 ( 1,820 ) 2019 Jun-11 40 years Claremont Village Dallas, TX 1,700 2,915 247 1,700 3,162 4,862 ( 1,981 ) 1976 Jun-11 40 years Kessler Plaza Dallas, TX 1,390 2,863 702 1,390 3,565 4,955 ( 1,228 ) 1975 Jun-11 40 years Stevens Park Village Dallas, TX 1,270 2,350 1,466 1,270 3,816 5,086 ( 2,120 ) 1974 Jun-11 40 years Webb Royal Plaza Dallas, TX 2,470 4,456 2,002 2,470 6,458 8,928 ( 2,819 ) 1961 Jun-11 40 years Wynnewood Village Dallas, TX 16,982 41,648 28,159 17,200 69,589 86,789 ( 17,094 ) 2021 Jun-11 40 years Parktown Deer Park, TX 2,790 6,814 1,064 2,790 7,878 10,668 ( 4,014 ) 1999 Jun-11 40 years Preston Ridge Frisco, TX 25,820 119,622 18,837 25,820 138,459 164,279 ( 43,276 ) 2018 Jun-11 40 years Ridglea Plaza Ft. Worth, TX 2,770 15,143 1,178 2,770 16,321 19,091 ( 5,871 ) 1990 Jun-11 40 years Trinity Commons Ft. Worth, TX 5,780 24,773 3,391 5,780 28,164 33,944 ( 11,146 ) 1998 Jun-11 40 years Village Plaza Garland, TX 3,230 6,403 1,438 3,230 7,841 11,071 ( 2,920 ) 2002 Jun-11 40 years Highland Village Town Center Highland Village, TX 3,370 5,224 2,641 3,370 7,865 11,235 ( 2,016 ) 1996 Jun-11 40 years Bay Forest Houston, TX 1,500 6,494 270 1,500 6,764 8,264 ( 2,629 ) 2004 Jun-11 40 years Beltway South Houston, TX 3,340 9,666 840 3,340 10,506 13,846 ( 4,519 ) 1998 Jun-11 40 years Braes Heights Houston, TX 1,700 13,942 9,323 1,700 23,265 24,965 ( 4,866 ) 2021 Jun-11 40 years Braes Oaks Center Houston, TX 1,310 3,423 618 1,310 4,041 5,351 ( 1,110 ) 1992 Jun-11 40 years Braesgate Houston, TX 1,570 2,561 721 1,570 3,282 4,852 ( 1,578 ) 1997 Jun-11 40 years Broadway Houston, TX 1,720 5,150 2,099 1,720 7,249 8,969 ( 2,358 ) 2006 Jun-11 40 years Clear Lake Camino South Houston, TX 3,320 11,764 2,238 3,320 14,002 17,322 ( 4,693 ) 1964 Jun-11 40 years Hearthstone Corners Houston, TX 5,240 10,478 5,098 5,240 15,576 20,816 ( 4,156 ) 2019 Jun-11 40 years Jester Village Houston, TX 1,380 4,073 8,312 1,380 12,385 13,765 ( 1,225 ) 2021 Jun-11 40 years Jones Plaza Houston, TX 2,110 9,427 2,673 2,110 12,100 14,210 ( 3,081 ) 2021 Jun-11 40 years Jones Square Houston, TX 3,210 10,613 357 3,210 10,970 14,180 ( 4,264 ) 1999 Jun-11 40 years Maplewood Houston, TX 1,790 4,986 2,060 1,790 7,046 8,836 ( 2,165 ) 2004 Jun-11 40 years Merchants Park Houston, TX 6,580 30,736 3,950 6,580 34,686 41,266 ( 12,988 ) 2009 Jun-11 40 years Northgate Houston, TX 740 1,116 302 740 1,418 2,158 ( 534 ) 1972 Jun-11 40 years Northshore Houston, TX 5,970 21,918 4,317 5,970 26,235 32,205 ( 9,468 ) 2001 Jun-11 40 years Northtown Plaza Houston, TX 4,990 16,149 4,301 4,990 20,450 25,440 ( 5,691 ) 1960 Jun-11 40 years Orange Grove Houston, TX 3,670 15,241 1,723 3,670 16,964 20,634 ( 7,686 ) 2005 Jun-11 40 years Royal Oaks Village Houston, TX 4,620 29,153 2,190 4,620 31,343 35,963 ( 9,679 ) 2001 Jun-11 40 years Tanglewilde Center Houston, TX 1,620 6,944 2,220 1,620 9,164 10,784 ( 3,206 ) 1998 Jun-11 40 years Westheimer Commons Houston, TX 5,160 11,398 5,001 5,160 16,399 21,559 ( 6,995 ) 1984 Jun-11 40 years Jefferson Park Mount Pleasant, TX 870 4,869 2,446 870 7,315 8,185 ( 2,878 ) 2001 Jun-11 40 years Winwood Town Center Odessa, TX 2,850 27,507 6,087 2,850 33,594 36,444 ( 13,452 ) 2002 Jun-11 40 years Crossroads Centre - Pasadena Pasadena, TX 4,660 10,861 7,393 4,660 18,254 22,914 ( 5,409 ) 1997 Jun-11 40 years Spencer Square Pasadena, TX 5,360 18,623 1,596 5,360 20,219 25,579 ( 7,553 ) 1998 Jun-11 40 years Pearland Plaza Pearland, TX 3,020 8,420 2,100 3,020 10,520 13,540 ( 3,997 ) 1995 Jun-11 40 years Market Plaza Plano, TX 6,380 19,101 1,701 6,380 20,802 27,182 ( 7,347 ) 2002 Jun-11 40 years Preston Park Village Plano, TX 8,506 78,327 3,477 8,506 81,804 90,310 ( 20,413 ) 1985 Oct-13 40 years Keegan's Meadow Stafford, TX 3,300 9,449 1,365 3,300 10,814 14,114 ( 3,788 ) 1999 Jun-11 40 years Texas City Bay Texas City, TX 3,780 15,046 10,178 3,780 25,224 29,004 ( 6,269 ) 2005 Jun-11 40 years Windvale Center The Woodlands, TX 3,460 6,492 967 3,460 7,459 10,919 ( 2,188 ) 2002 Jun-11 40 years Culpeper Town Square Culpeper, VA 3,200 7,393 1,309 3,200 8,702 11,902 ( 3,505 ) 1999 Jun-11 40 years Hanover Square Mechanicsville, VA 3,540 14,535 6,444 3,540 20,979 24,519 ( 5,668 ) 1991 Jun-11 40 years Tuckernuck Square Richmond, VA 2,400 9,226 2,610 2,400 11,836 14,236 ( 3,463 ) 1981 Jun-11 40 years Cave Spring Corners Roanoke, VA 3,060 11,178 948 3,060 12,126 15,186 ( 5,684 ) 2005 Jun-11 40 years Hunting Hills Roanoke, VA 1,150 7,311 2,693 1,150 10,004 11,154 ( 4,014 ) 1989 Jun-11 40 years Hilltop Plaza Virginia Beach, VA 5,154 20,471 5,859 5,154 26,330 31,484 ( 8,595 ) 2010 Jun-11 40 years Ridgeview Centre Wise, VA 2,080 8,040 5,730 2,080 13,770 15,850 ( 5,229 ) 1990 Jun-11 40 years Rutland Plaza Rutland, VT 2,130 20,855 688 2,130 21,543 23,673 ( 7,693 ) 1997 Jun-11 40 years Spring Mall Greenfield, WI 1,768 8,844 ( 3,485 ) 910 6,217 7,127 ( 2,312 ) 2003 Jun-11 40 years Mequon Pavilions Mequon, WI 7,520 27,733 13,034 7,520 40,767 48,287 ( 12,231 ) 1967 Jun-11 40 years Moorland Square Shopping Ctr New Berlin, WI 2,080 8,805 1,643 2,080 10,448 12,528 ( 3,949 ) 1990 Jun-11 40 years Paradise Pavilion West Bend, WI 1,510 15,110 1,172 1,510 16,282 17,792 ( 7,390 ) 2000 Jun-11 40 years Moundsville Plaza Moundsville, WV 1,054 9,910 1,504 1,054 11,414 12,468 ( 4,957 ) 2004 Jun-11 40 years Grand Central Plaza Parkersburg, WV 670 5,649 435 670 6,084 6,754 ( 2,107 ) 1986 Jun-11 40 years Remaining portfolio Various — — 3,520 — 3,520 3,520 ( 398 ) $ 1,722,219 $ 6,563,164 $ 1,878,178 $ 1,740,263 $ 8,423,298 $ 10,163,561 $ ( 2,659,448 ) (1) As of December 31, 2020, all of the Company’s shopping centers were unencumbered. (2) Year constructed is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred. F-49 The aggregate cost for federal income tax purposes was approximately $ 11.3 billion at December 31, 2020. Year Ending December 31, 2020 2019 2018 [a] Reconciliation of total real estate carrying value is as follows: Balance at beginning of year $ 10,123,600 $ 10,098,777 $ 10,921,491 Acquisitions and improvements 276,321 478,719 301,218 Real estate held for sale ( 21,927 ) ( 36,836 ) ( 4,148 ) Impairment of real estate ( 19,551 ) ( 24,402 ) ( 45,828 ) Cost of property sold ( 102,688 ) ( 305,380 ) ( 975,936 ) Write-off of assets no longer in service ( 92,194 ) ( 87,278 ) ( 98,020 ) Balance at end of year $ 10,163,561 $ 10,123,600 $ 10,098,777 [b] Reconciliation of accumulated depreciation as follows: Balance at beginning of year $ 2,481,250 $ 2,349,127 $ 2,361,070 Depreciation expense 295,645 299,993 320,490 Property sold ( 42,658 ) ( 99,305 ) ( 252,319 ) Write-off of assets no longer in service ( 74,789 ) ( 68,565 ) ( 80,114 ) Balance at end of year $ 2,659,448 $ 2,481,250 $ 2,349,127 F-50