What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-07 compared with 2021-02-11 · 275 added, 401 removed, 1686 unchanged (29% of the section changed)

10 unchanged sentences

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

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.

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 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.

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.

17 unchanged sentences

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.

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, 2021.

3 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

23 unchanged sentences

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 2021 fiscal year covered by this Form 10-K.

Exhibits, Financial Statement Schedules

Exhibit and Financial Statement Schedules

(a) Documents filed as part of this report

1 unchanged sentence

1 CONSOLIDATED STATEMENTS

Reports of Independent Registered Public Accounting Firm F- 2

Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Brixmor Property Group Inc.:

21 unchanged sentences

Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 2013 8-K 001-36160 11/4/2013 3.1

Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of February 28, 2017 8-K 001-36160 3/3/2017 3.1

Second Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of February 1, 2022 8-K 001-36160 2/4/2022 3.1

Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP 10-K 001-36160 3/12/2014 10.7

17 unchanged sentences

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

Tenth Supplemental Indenture, dated March 5, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 3/5/2021 4.2

Eleventh Supplemental Indenture, dated August 16, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 8/16/2021 4.2

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

7 unchanged sentences

Bank Trust National Association 8-K 001-36160 10/17/2014 4.1

Incorporated by Reference

Number Exhibit Description Form File No.

Filing Exhibit

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

2 unchanged sentences

Description of Registered Securities — — — — x

Incorporated by Reference

Number Exhibit Description Form File No.

Filing Exhibit

2013 Omnibus Incentive Plan S-11 333-190002 9/23/2013 10.18

6 unchanged sentences

Taylor 10-Q 001-36160 7/25/2016 10.1

First Amendment to Employment Agreement, dated February 2, 2021, by and between Brixmor Property Group Inc.

Taylor 8-K 001-36160 2/4/2021 10.1

Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc.

2 unchanged sentences

and Angela Aman 8-K 001-36160 3/8/2019 10.1

Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc.

and Angela Aman 8-K 001-36160 2/4/2022 10.1

Employment Agreement, dated May 11, 2016, by and between Brixmor Property Group Inc.

2 unchanged sentences

Horgan 8-K 001-36160 3/8/2019 10.2

Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc.

Horgan 8-K 001-36160 2/4/2022 10.2

Employment Agreement, dated December 5, 2014, by and between Brixmor Property Group Inc.

Finnegan 10-K 001-36160 2/13/2017 10.23

Employment Agreement, dated November 1, 2011, between Brixmor Property Group Inc.

Incorporated by Reference

Number Exhibit Description Form File No.

Filing Exhibit

Employment Agreement, dated November 1, 2011, by and between Brixmor Property Group Inc.

and Steven F.

9 unchanged sentences

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

Incorporated by Reference

Number Exhibit Description Form File No.

Filing Exhibit

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

6 unchanged sentences

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

Incorporated by Reference

Number Exhibit Description Form File No.

Filing Exhibit

Subsidiaries of the Brixmor Property Group Inc.

6 unchanged sentences

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

Incorporated by Reference

Number Exhibit Description Form File No.

Filing Exhibit

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

11 unchanged sentences

101.LAB XBRL Taxonomy Extension Label Linkbase Document — — — — x

Incorporated by Reference

Number Exhibit Description Form File No.

Filing Exhibit

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document — — — — x

40 unchanged sentences

February 7, 2022 By:

/s/ Gabrielle Sulzberger

Gabrielle Sulzberger

February 11, 2021 By:

/s/ Juliann Bowerman

Juliann Bowerman

February 7, 2022 By:

/s/ Sandra A.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

43 unchanged sentences

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.

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 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 the anticipated hold period, current and/or future reinvestment projects, and the effects of demand and competition on future operating income and/or property values.

Changes in any estimates and/or assumptions, particularly 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, an impairment charge is recognized to reflect the estimated 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

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.

We identified management’s estimate of anticipated hold period for the properties evaluated for impairment as a critical audit matter because of the significance of the estimate within management’s evaluation of the recoverability of real estate assets.

Changes in the anticipated hold period could have a material impact on the projected operating cash flows and the amount of recorded impairment charge(s).

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:

• We tested the effectiveness of controls over management’s impairment analysis, including controls over the estimate of the anticipated hold period of real estate assets.

• We evaluated the Company’s estimate of hold 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.

◦ Obtaining and evaluating financial and operational evidence of the assumption of the anticipated hold period.

Evaluation of Collectability of Receivables – Refer to Note 1 to the financial statements

2 unchanged sentences

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’s evaluation included consideration of the estimated impact of COVID-19 on the collectability of the Company’s receivables.

This assessment involved significant judgment regarding the severity and duration of the disruption caused by COVID-19, as well as judgment regarding which industries and tenants would be most significantly impacted.

Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on the Company’s Consolidated Statements of Operations.

The Company exercises judgments when determining the collectability of receivables related to revenue generating activities on an individual tenant basis.

6 unchanged sentences

◦ 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.

◦ Analyzing tenants that are deemed collectible and who have large outstanding receivable balances or disputed charges 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.

51 unchanged sentences

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.

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.

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 Operating Partnership’s real estate assets (including any related intangible assets or liabilities) may be impaired.

Changes in any estimates and/or assumptions, particularly 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, an impairment charge is recognized to reflect the estimated 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

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).

Changes in the anticipated hold period could have a material impact on the projected operating cash flows and the amount of recorded impairment charge(s).

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:

• We tested the effectiveness of controls over management’s impairment analysis, including controls over the estimate of the anticipated hold period of real estate assets.

• We evaluated the Operating Partnership’s estimate of hold 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.

◦ Obtaining and evaluating financial and operational evidence of the assumption of the anticipated hold period.

Evaluation of Collectability of Receivables – Refer to Note 1 to the financial statements

2 unchanged sentences

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’s evaluation included consideration of the estimated impact of COVID-19 on the collectability of the Operating Partnership’s receivables.

Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on the Operating Partnership’s Consolidated Statements of Operations.

The Operating Partnership exercises judgments when determining the collectability of receivables related to revenue generating activities on an individual tenant basis.

6 unchanged sentences

◦ Obtaining operational evidence by inquiring with Operating Partnership employees in departments outside of accounting to corroborate evidence regarding specific tenant’s collectability assessment.

33 unchanged sentences

2021 December 31,

$ 1,740,263 $ 1,767,029

Land $ 1,773,448 $ 1,740,263

Buildings and improvements 8,654,966 8,423,298

10,428,414 10,163,561

10,163,561 10,123,600

Accumulated depreciation and amortization ( 2,813,329 ) ( 2,659,448 )

( 2,659,448 ) ( 2,481,250 )

Real estate, net 7,615,085 7,504,113

7,504,113 7,642,350

Cash and cash equivalents 296,632 368,675

368,675 19,097

Restricted cash 1,111 1,412

Marketable securities 20,224 19,548

19,548 18,054

Receivables, net 234,873 240,323

240,323 234,246

Deferred charges and prepaid expenses, net 143,503 139,260

139,260 143,973

Real estate assets held for sale 16,131 18,014

18,014 22,171

50,802 60,179

Other assets 49,834 50,802

Total assets $ 8,377,393 $ 8,342,147

Debt obligations, net $ 5,164,518 $ 5,167,330

$ 5,167,330 $ 4,861,185

Accounts payable, accrued expenses and other liabilities 494,529 494,116

494,116 537,454

Total liabilities 5,659,047 5,661,446

5 unchanged sentences

Additional paid-in capital 3,231,732 3,213,990

3,213,990 3,230,625

Accumulated other comprehensive loss ( 12,674 ) ( 28,058 )

( 28,058 ) ( 9,543 )

Distributions in excess of net income ( 503,684 ) ( 508,196 )

( 508,196 ) ( 480,204 )

Total equity 2,718,346 2,680,701

14 unchanged sentences

Depreciation and amortization 327,152 335,583 332,431

Provision for doubtful accounts — — 10,082

Impairment of real estate assets 1,898 19,551 24,402

24 unchanged sentences

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 )

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 15,640 ( 18,571 ) ( 25,713 )

Change in unrealized gain (loss) on marketable securities ( 256 ) 56 197

Total other comprehensive income (loss) 15,384 ( 18,515 ) ( 25,516 )

Comprehensive income $ 285,571 $ 102,658 $ 249,257

8 unchanged sentences

Beginning balance, January 1, 2019 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)

2 unchanged sentences

Other comprehensive loss — — — ( 25,516 ) — ( 25,516 )

Issuance of common stock and OP Units 184 2 — — — 2

Issuance of common stock 203 3 — — — 3

Repurchases of common stock ( 835 ) ( 9 ) ( 14,554 ) — — ( 14,563 )

2 unchanged sentences

Ending balance, December 31, 2019 297,857 2,979 3,230,625 ( 9,543 ) ( 480,204 ) 2,743,857

ASC 842 cumulative adjustment — — — — ( 1,974 ) ( 1,974 )

Common stock dividends ($ 0.500 per common share)

2 unchanged sentences

Other comprehensive loss — — — ( 18,515 ) — ( 18,515 )

Issuance of common stock and OP Units 203 3 — — — 3

Issuance of common stock 287 3 — — — 3

Repurchases of common stock ( 1,650 ) ( 17 ) ( 24,990 ) — — ( 25,007 )

5 unchanged sentences

Equity compensation expense — — 18,597 — — 18,597

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 )

Other comprehensive income — — — 15,384 — 15,384

Issuance of common stock 716 7 4,657 — — 4,664

Share-based awards retained for taxes — — ( 5,512 ) — — ( 5,512 )

32 unchanged sentences

Proceeds from sale of marketable securities 16,448 21,110 50,293

Net cash provided by (used in) investing activities ( 167,249 ) ( 172,064 ) 669,603

Net cash used in investing activities ( 331,005 ) ( 167,249 ) ( 172,064 )

Financing activities:

5 unchanged sentences

Deferred financing and debt extinguishment costs ( 33,718 ) ( 34,740 ) ( 7,294 )

Proceeds from issuances of common shares 5,146 — —

Distributions to common stockholders ( 257,229 ) ( 170,397 ) ( 334,895 )

18 unchanged sentences

2021 December 31,

$ 1,740,263 $ 1,767,029

Land $ 1,773,448 $ 1,740,263

Buildings and improvements 8,654,966 8,423,298

10,428,414 10,163,561

10,163,561 10,123,600

Accumulated depreciation and amortization ( 2,813,329 ) ( 2,659,448 )

( 2,659,448 ) ( 2,481,250 )

Real estate, net 7,615,085 7,504,113

7,504,113 7,642,350

Cash and cash equivalents 281,474 358,661

358,661 19,081

Restricted cash 1,111 1,412

Marketable securities 20,224 19,548

19,548 18,054

Receivables, net 234,873 240,323

240,323 234,246

Deferred charges and prepaid expenses, net 143,503 139,260

139,260 143,973

Real estate assets held for sale 16,131 18,014

18,014 22,171

50,802 60,179

Other assets 49,834 50,802

Total assets $ 8,362,235 $ 8,332,133

Debt obligations, net $ 5,164,518 $ 5,167,330

$ 5,167,330 $ 4,861,185

Accounts payable, accrued expenses and other liabilities 494,529 494,116

494,116 537,454

Total liabilities 5,659,047 5,661,446

20 unchanged sentences

Depreciation and amortization 327,152 335,583 332,431

Provision for doubtful accounts — — 10,082

Impairment of real estate assets 1,898 19,551 24,402

23 unchanged sentences

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 )

Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 15,640 ( 18,571 ) ( 25,713 )

Change in unrealized gain (loss) on marketable securities ( 256 ) 56 186

Total other comprehensive income (loss) 15,384 ( 18,515 ) ( 25,527 )

Comprehensive income $ 285,571 $ 102,658 $ 249,246

5 unchanged sentences

Beginning balance, January 1, 2019 $ 2,819,770 $ 15,983 $ 2,835,753

ASC 842 cumulative adjustment ( 1,974 ) — ( 1,974 )

Distributions to partners ( 336,474 ) — ( 336,474 )

6 unchanged sentences

Ending balance, December 31, 2019 2,753,385 ( 9,544 ) 2,743,841

ASC 842 cumulative adjustment ( 1,974 ) — ( 1,974 )

Distributions to partners ( 159,163 ) — ( 159,163 )

8 unchanged sentences

Equity compensation expense 18,597 — 18,597

Other comprehensive loss — ( 18,515 ) ( 18,515 )

Other comprehensive income — 15,384 15,384

Issuance of OP Units 4,664 — 4,664

Repurchases of OP Units ( 25,007 ) — ( 25,007 )

Share-based awards retained for taxes ( 5,512 ) — ( 5,512 )

31 unchanged sentences

Proceeds from sale of marketable securities 16,448 21,110 50,293

Net cash provided by (used in) investing activities ( 167,249 ) ( 172,285 ) 669,605

Net cash used in investing activities ( 331,005 ) ( 167,249 ) ( 172,285 )

Financing activities:

5 unchanged sentences

Deferred financing and debt extinguishment costs ( 33,718 ) ( 34,740 ) ( 7,294 )

Proceeds from issuances of OP Units 5,146 — —

Partner distributions and repurchases of OP Units ( 267,885 ) ( 208,942 ) ( 350,848 )

21 unchanged sentences

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 owns 100 % of the limited liability company interests of BPG Subsidiary LLC (“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.

The Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) owns and operates one of the largest publicly-traded 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, 2021, the Company’s portfolio was comprised of 382 shopping centers (the “Portfolio”) totaling approximately 67 million square feet of GLA.

16 unchanged sentences

The Company has evaluated the Operating Partnership and has determined it is not a VIE as of December 31, 2021.

The Company acquires properties, from time to time, using a reverse like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code (a “reverse 1031 exchange”) and, as such, the properties are in the possession of an Exchange Accommodation Titleholder (“EAT”) until the reverse 1031 exchange is completed.

The EAT is classified as a VIE as it is a “thinly capitalized” entity.

The Company owns 100 % of the EAT, controls the activities that most significantly impact the EAT’s economic performance, and can collapse the reverse 1031

exchange structure at any time.

Therefore, the Company consolidates the EAT because it is the primary beneficiary.

Assets of the EAT primarily consist of leased property (real estate and intangibles).

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

estimates on an ongoing basis and makes revisions to these estimates and related disclosures as new information becomes known.

These estimates are based on historical experience and other assumptions that management believes are reasonable under the circumstances.

Management evaluates its 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.

5 unchanged sentences

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.

Restricted cash represents cash deposited in escrow accounts that 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 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.

Upon acquisition of real estate operating properties, management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements) and identifiable intangible assets and liabilities (consisting of above- and below-market leases and in-place leases) based on an evaluation of available information.

Based on these estimates, the fair value is allocated to the acquired assets and assumed liabilities.

3 unchanged sentences

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.

(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 lesser of 30 years or 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.

8 unchanged sentences

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.

In situations in which a tenant’s non-cancelable lease term has been modified, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease (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 modification, the Company may accelerate the depreciation and amortization associated with the asset group.

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 the novel coronavirus (“COVID-19”), that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.

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.

Changes in any estimates and/or assumptions, particularly 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, an impairment charge 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.

If the estimated net sales price of an asset is less than its net carrying value, an impairment charge 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

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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.

Capitalization of these costs begins when the activities and related expenditures commence and ceases 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.

If the Company determines the development or redevelopment is no longer probable of completion, the Company expenses all capitalized costs that 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.

Direct 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, leasing commissions, and leasing legal fees.

For long-term financings, capitalized costs incurred include bank and legal fees.

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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.

loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial instrument’s contractual life.

“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.

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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.

As of December 31, 2021 and 2020, 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.

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 the 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.

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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.

The Company enters into agreements with tenants that 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 Accounting Standards Codification (“ASC”) 842, Leases .

Rental revenue is recognized on a straight-line basis over the terms of the related leases.

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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.

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 reimbursed.

The Company accounts for rental revenue (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842.

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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.

Percentage rents are recognized upon the achievement of certain predetermined 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.

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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.

Any receivables that are deemed to be

uncollectible are recognized as a reduction to Rental income on the Company’s Consolidated Statements of Operations.

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.

As the discount rates implicit in the leases are not readily determinable, the Company uses its incremental secured borrowing rate, based on 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 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-cancelable period.

Lease expense for minimum lease payments is recognized on a straight-line basis over the non-cancelable 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.

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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.

The Company accounts for equity awards in accordance with ASC 718, Compensation - Stock Compensation , 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.

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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.

must meet several organizational and operational requirements, including a requirement that it annually 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 continue to satisfy these requirements and maintain Brixmor Property Group Inc.’s REIT status.

As a REIT, Brixmor Property Group Inc.

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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.

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

local income taxes at regular corporate rates.

federal, state, and 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.

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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.

“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).

In October 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-16, Derivatives and Hedging (Topic 815).

ASU 2018-16 was subsequently amended by ASU 2020-04, Reference Rate Reform (Topic 848) and ASU 2021-01, 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 .

benchmark interest rate for hedge accounting purposes under Accounting Standards Codification (“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.

ASU 2020-04 and ASU 2021-01 contain practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts.

The guidance in ASU 2020-04 and ASU 2021-01 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.

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.

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 impact on the Consolidated Financial Statements of the Company.

Acquisition of Real Estate

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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

(1) No debt was assumed related to the listed acquisitions.

(2) Aggregate purchase price includes $ 0.1 million of transaction costs.

Land at Ellisville Square (3)

Ellisville, MO Jan-21 N/A $ 2,014

Outparcel adjacent to Cobblestone Village St.

Augustine, FL Feb-21 5,040 1,520

Land associated with Westgate Plaza Westfield, MA Mar-21 N/A 245

Center of Bonita Springs Bonita Springs, FL Apr-21 281,394 48,061

Champlin Marketplace Champlin, MN Jun-21 91,970 14,876

Pawleys Island Plaza Pawleys Island, SC Oct-21 120,095 26,418

Granada Shoppes Naples, FL Dec-21 306,981 96,851

Kings Market Roswell, GA Dec-21 281,064 39,307

Connexion Roswell, GA Dec-21 107,687 29,515

1,194,231 $ 258,807

(1) No debt was assumed related to any of the listed acquisitions.

(2) Aggregate purchase price includes $ 1.5 million of transaction costs, offset by $ 2.1 million of closing credits.

(3) The Company terminated a ground lease and acquired a land parcel.

During the year ended December 31, 2020, the Company acquired the following assets, in separate transactions:

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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

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

(1) No debt was assumed related to any of the listed acquisitions.

(2) Aggregate purchase price includes $ 0.1 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, 2021 and 2020, respectively, has been allocated as follows:

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Dispositions and Assets Held for Sale

During the year ended December 31, 2021, the Company disposed of 17 shopping centers and 15 partial shopping centers for aggregate net proceeds of $ 237.4 million resulting in aggregate gain of $ 73.1 million and aggregate impairment of $ 1.9 million.

In addition, during the year ended December 31, 2021, the Company received aggregate net proceeds of less than $ 0.1 million from previously disposed assets resulting in aggregate gain of less than $ 0.1 million.

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

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, 2021, the Company had one property and two partial properties held for sale.

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:

There were no liabilities associated with the properties classified as held for sale.

The following table presents the assets associated with the properties classified as held for sale:

Assets December 31, 2021 December 31, 2020

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Assets associated with real estate assets held for sale $ 16,131 $ 18,014

Below-market leases $ — $ 415

Liabilities associated with real estate assets held for sale (1)

(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, 2021, 2020, and 2019 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

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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

Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization expense

In-place lease amortization expense

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If management determines that the carrying value of a real estate asset is impaired, a loss is recognized to reflect the estimated fair value.

If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value.

The Company recognized the following impairments during the year ended December 31, 2021:

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Location GLA Impairment Charge

Albany Plaza (2)

Albany, GA 114,169 $ 1,467

Erie Canal Centre (2)

DeWitt, NY 123,404 431

237,573 $ 1,898

(1) The Company recognized impairment charges based upon changes in the anticipated hold periods 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, 2021.

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

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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.

(3) The Company disposed of this property during the year ended December 31, 2021.

The Company recognized the following impairments during the year ended December 31, 2019:

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Brice Park Reynoldsburg, OH 158,565 3,112

Lincoln Plaza New Haven, IN 98,288 2,715

Lincoln Plaza (4)

New Haven, IN 98,288 2,715

Glendale Galleria (2)

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1,286,263 $ 24,402

(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)

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

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, 2019.

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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

Company’s dispositions.

See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions.

See Note 8 for additional information regarding the fair value of operating properties that have been impaired.

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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.

The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt.

During the years ended December 31, 2021 and 2020, the Company did no t enter into any new interest rate swap agreements.

During the year ended December 31, 2021, interest rate swaps with a notional amount of $ 250.0 million expired and the Company paid $ 1.1 million to terminate interest rate swaps with a notional amount of $ 250.0 million.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2021 and 2020 is as follows:

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Amortization (accretion) of interest rate swaps to interest expense 10,496 8,427 ( 6,380 )

Change in unrealized loss on interest rate swaps, net $ ( 18,571 ) $ ( 25,713 ) $ ( 8,361 )

Change in unrealized gain (loss) on interest rate swaps, net $ 15,640 $ ( 18,571 ) $ ( 25,713 )

The Company estimates that $ 6.5 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next twelve months.

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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.

If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.

Debt Obligations

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2021 December 31,

$ — $ 7,000 N/A N/A

Net unamortized premium

Net unamortized debt issuance costs

Total secured loan, net

Notes payable

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Unsecured Credit Facility - Revolving Facility

$ — $ 7,000 N/A 2023

Unsecured $350 Million Term Loan (3)

$ — $ — 1.20 % 2023

Unsecured $350 Million Term Loan

— 350,000 N/A N/A

Unsecured $300 Million Term Loan (3)

300,000 300,000 1.35 % 2024

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(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.57 % as of December 31, 2021.

(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.

(3) 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.

2021 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

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.

In August 2021, the Operating Partnership issued $ 500.0 million aggregate principal amount of 2.500 % Senior Notes due 2031 (the “2031 Notes”) at 99.675 % of par, the net proceeds of which were used, along with available cash, to redeem $ 500.0 million principal amount of the Operating Partnership’s 3.250 % Senior Notes due 2023 (the “2023 Notes”), representing all of the outstanding 2023 Notes.

The 2031 Notes bear interest at a rate of 2.500 % per annum, payable semi-annually on February 16 and August 16 of each year, commencing February 16, 2022.

The 2031 Notes will mature on August 16, 2031.

The Operating Partnership may redeem the 2031 Notes prior to maturity, at its option, at any time in whole or from time to time in part, at the applicable redemption price specified in the Indenture with respect to the 2031 Notes.

If the 2031 Notes are redeemed on or after May 16, 2031 (three months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2031 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

The 2031 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.

In March 2021, the Operating Partnership issued $ 350.0 million aggregate principal amount of 2.250 % Senior Notes due 2028 (the “2028 Notes”) at 99.817 % of par, the net proceeds of which were used, along with available cash, to repay all outstanding indebtedness under the Company’s $ 350.0 million term loan agreement, as amended April 29, 2020 (the “$ 350 Million Term Loan”).

The 2028 Notes bear interest at a rate of 2.250 % per annum, payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2021.

The 2028 Notes will mature on April 1, 2028.

The Operating Partnership may redeem the 2028 Notes prior to maturity, at its option, at any time in whole or from time to time in part, at the applicable redemption price specified in the Indenture with respect to the 2028 Notes.

If the 2028 Notes are redeemed on or after February 1, 2028 (two months prior to the maturity date), the redemption price will be equal to 100 % of the principal amount of the 2028 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

The 2028 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.

During the year ended December 31, 2021, as a result of the redemption of the 2023 Notes and the repayment of the $ 350 Million Term Loan, the Company recognized a $ 28.3 million loss on extinguishment of debt.

extinguishment of debt includes $ 25.5 million of prepayment fees and $ 2.8 million of accelerated unamortized debt issuance costs and debt discounts.

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.

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Year ending December 31,

2022 $ 250,000

Thereafter 2,810,911

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Total debt obligations, net $ 5,164,518

As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months.

As of the date the financial statements were issued, the Company’s scheduled debt maturities for the next 12 months were comprised of the Company’s $ 250.0 million Floating Rate Senior Notes due 2022.

The Company has sufficient cash and cash equivalents to satisfy this scheduled debt maturity.

Fair Value Disclosures

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Value Carrying

Secured loan $ — $ — $ 7,174 $ 7,306

Notes payable $ 4,868,191 $ 5,166,291 $ 4,524,611 $ 5,012,523

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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.

The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Levels 1 and 2 of the fair value hierarchy.

See Note 6 for fair value information regarding the Company’s interest rate derivatives.

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Interest rate derivatives $ ( 28,225 ) $ — $ ( 28,225 ) $ —

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.

(1) As of December 31, 2021 and 2020, marketable securities included $ 0.1 million of net unrealized losses and $ 0.2 million of net unrealized gains, respectively.

As of December 31, 2021, the contractual maturities of the Company’s marketable securities are within the next five years.

Non-Recurring Fair Value

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 cash flows utilized in such analyses are comprised of unobservable inputs that 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.

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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

Properties (1)(2)(3)

$ 27,184 $ — $ — $ 27,184 $ 11,544

During the year ended December 31, 2021, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2021.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the year ended December 31, 2020, excluding the properties sold prior to December 31, 2020.

Fair Value Measurements as of December 31, 2020

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(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.

The capitalization rate of 8.0 % and the 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 property.

Revenue Recognition

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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.

The table does not include variable lease payments that may be received under certain leases for the reimbursement of property operating expenses or 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 reimbursed or, in the case of percentage rents, upon the achievement of certain predetermined sales thresholds.

Year ending December 31, Operating Leases

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As of December 31, 2021 and 2020, receivables associated with the effects of recognizing rental income on a straight-line basis were $ 139.5 million and $ 127.3 million, respectively.

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.

The global outbreak of 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 financial markets, and the global economy.

The effects of COVID-19, including related government restrictions, border closings, quarantines, shelter-in-place orders, and social distancing guidelines, forced many of the Company’s tenants to temporarily close stores, reduce hours, or significantly limit service, and resulted in a dramatic increase in national unemployment and a significant economic contraction in 2020.

Certain tenants experiencing economic difficulties during the 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

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.

Due to the number of lease contracts that would require analysis to 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.

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• 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.

As a result, rental revenue recognition, including straight-line rental income 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.

The following table presents the COVID-19 deferrals and abatements granted for lease payments due during the years ended December 31, 2021 and 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

Year Ended December 31, 2021 Year Ended December 31, 2020

Deferrals Abatements Deferrals Abatements

Lease payments (lease modifications) $ 2,186 $ 2,153 $ 3,544 $ 2,103

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Ending balance, December 31, 2020 15,359

Deferred lease payments (not lease modifications) 13,482

Deferred lease payments deemed uncollectible ( 114 )

Deferred lease payments received ( 27,212 )

Ending balance, December 31, 2021 $ 1,515

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.

Upon lease execution, the Company recognizes an operating lease ROU asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term.

As of December 31, 2021 the Company is not including any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain.

Certain agreements require the Company to pay its proportionate share 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.

These payments are not included in the calculation of the lease liability and are presented as variable lease costs.

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ROU assets obtained in exchange for operating lease liabilities — 1,174 44,845

ROU assets written off due to lease modifications $ ( 1,748 ) $ —

ROU assets written off due to dispositions and lease modifications ( 229 ) ( 1,748 ) —

Operating Lease Liabilities As of

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29,325 34,006

(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.

(1) As of December 31, 2021 and 2020, the weighted average remaining lease term was 12.7 years and 12.7 years, respectively, and the weighted average discount rate was 4.41 % and 4.39 %, respectively.

(2) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets.

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Equity and Capital

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.

During the year ended December 31, 2021, the Company issued 0.2 million shares of common stock under the ATM Program at an average price per share of $ 25.06 for a total of $ 5.2 million, excluding commissions.

The Company incurred commissions of $ 0.1 million in conjunction with the ATM Program for the year ended December 31, 2021.

As of December 31, 2021, $ 394.8 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.

In January 2020, the Company established a new share repurchase program (the “Program”) for up to $ 400.0 million of its 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, 2021, the Company did no t repurchase any shares of common stock.

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.

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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, 2021, the Program had $ 375.0 million of available repurchase capacity.

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.

During the years ended December 31, 2021 and 2020, the Company withheld 0.3 million and 0.2 million shares of its common stock, respectively.

Dividends and Distributions

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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.

During the years ended December 31, 2021, 2020, and 2019, the Board of Directors declared common stock dividends and OP Unit distributions of $ 0.885 per share/unit, $ 0.500 per share/unit, and $ 1.125 per share/unit, respectively.

In response to COVID-19, the Board of Directors suspended the dividend in the second and third quarters of 2020.

In the fourth quarter of 2020, the Board of Directors resumed the dividend at a rate of $ 0.215 per common share.

As of December 31, 2021 and 2020, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 74.4 million and $ 66.0 million, respectively.

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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.

For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses 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:

Year Ended December 31,

Assumption 2021 2020 2019

Volatility 50.0 % - 64.0 %

20.0 % - 23.0 %

20.0 % - 21.0 %

Weighted average risk-free interest rate 0.11 % - 0.18 %

1.20 % - 1.30 %

Weighted average common stock dividend yield 4.1 % - 5.8 %

5.9 % - 6.0 %

Information with respect to RSUs for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands):

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Computation of Basic Earnings Per Unit:

Net income attributable to Brixmor Operating Partnership LP $ 121,173 $ 274,773 $ 366,284

Net income $ 270,187 $ 121,173 $ 274,773

Non-forfeitable dividends on unvested restricted units ( 748 ) ( 410 ) ( 649 )

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Legal Matters

Except as described below, the Company is not presently involved in any material litigation arising outside the ordinary course of business.

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.

Incap underwrites the first layer of general liability insurance for the properties in 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.

Incap is capitalized 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.

Incap establishes annual premiums based on projections derived from the past loss experience of the Company’s Portfolio.

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.

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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).

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 properties or disposed of by the Company or its tenants, as well as certain other potential costs that 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

Company did no t incur any governmental fines resulting from environmental matters that were material in accordance with SEC rules.

During the years ended December 31, 2021, 2020, and 2019, the Company did no t incur any material governmental fines resulting from environmental matters.

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.

To qualify as a REIT, the Parent Company must meet several organizational and operational requirements, including a requirement that it annually 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 continue 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.

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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 $ 0.8 million, $ 4.4 million, and $ 2.5 million for the years ended December 31, 2021, 2020, and 2019.

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These amounts are included in General and administrative on the Company’s Consolidated Statements of Operations.

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:

$ 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:

$ 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:

$ 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:

$ 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.

Supplemental Financial Information

No retrospective adjustments were made to the Company’s Consolidated Financial Statements for the years ended December 31, 2021 and 2020.

Subsequent Events

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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

Allowance for doubtful accounts:

Year ended December 31, 2018 $ 17,205 $ 10,082 $ ( 5,563 ) $ 21,724

BRIXMOR PROPERTY GROUP INC.

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North Dover Center Dover, DE 3,100 17,345 6,028 3,100 23,373 26,473 ( 6,995 ) 1989 Jun-11 40 years

Center of Bonita Springs Bonita Springs, FL 10,946 38,446 32 10,946 38,478 49,424 ( 1,685 ) 2014 Apr-21 40 years

Coastal Way - Coastal Landing Brooksville, FL 8,840 30,693 9,248 8,840 39,941 48,781 ( 14,098 ) 2008 Jun-11 40 years

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Mall at 163rd Street Miami, FL 9,450 33,139 4,724 9,450 37,863 47,313 ( 11,960 ) 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

Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement

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Date Acquired

Shops at Palm Lakes Miami, FL 10,896 13,971 15,065 10,896 29,036 39,932 ( 5,689 ) 2021 Jun-11 40 years

Freedom Square Naples, FL 4,735 12,326 12,310 4,735 24,636 29,371 ( 4,792 ) 2021 Jun-11 40 years

Granada Shoppes Naples, FL 34,061 69,551 ( 1 ) 34,061 69,550 103,611 ( 315 ) 2011 Dec-21 40 years

Naples Plaza Naples, FL 9,200 20,461 10,692 9,200 31,153 40,353 ( 11,388 ) 2013 Jun-11 40 years

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Venice Village Venice, FL 7,157 25,758 7,462 7,157 33,220 40,377 ( 5,148 ) 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 25,023 6,550 15,461 31,573 47,034 ( 11,588 ) 1993 Jun-11 40 years

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Vineyards at Chateau Elan Braselton, GA 2,202 14,184 1,095 2,202 15,279 17,481 ( 4,579 ) 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 11,366 922 670 12,288 12,958 ( 3,776 ) 2000 Oct-13 40 years

14 unchanged sentences

Creekwood Village Rex, GA 1,400 4,752 615 1,400 5,367 6,767 ( 2,303 ) 1990 Jun-11 40 years

Connexion Roswell, GA 2,627 28,074 — 2,627 28,074 30,701 — 2016 Dec-21 40 years

Holcomb Bridge Crossing Roswell, GA 1,170 5,249 4,874 1,170 10,123 11,293 ( 4,399 ) 1988 Jun-11 40 years

Kings Market Roswell, GA 6,758 33,899 — 6,758 33,899 40,657 — 2005 Dec-21 40 years

Victory Square Savannah, GA 6,080 14,609 1,318 6,080 15,927 22,007 ( 5,190 ) 2007 Jun-11 40 years

26 unchanged sentences

Columbus Center Columbus, IN 1,480 13,293 5,013 1,480 18,306 19,786 ( 6,310 ) 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 12,349 16,288 1,765 28,637 30,402 ( 6,069 ) 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 48,202 22,595 8,410 70,797 79,207 ( 22,282 ) 2021 Jun-11 40 years

40 unchanged sentences

Southport Centre I - VI Apple Valley, MN 4,602 18,211 933 4,602 19,144 23,746 ( 6,323 ) 1985 Jun-11 40 years

Champlin Marketplace Champlin, MN 3,985 11,375 — 3,985 11,375 15,360 ( 463 ) 2005 Jun-21 40 years

Burning Tree Plaza Duluth, MN 4,790 15,209 4,203 4,790 19,412 24,202 ( 6,412 ) 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 11,117 2,483 2,630 13,600 16,230 ( 4,284 ) 2007 Jun-11 40 years

4 unchanged sentences

Paul, MN 5,250 19,421 3,892 5,250 23,313 28,563 ( 9,429 ) 1958 Jun-11 40 years

White Bear Hills Shopping Center White Bear Lake, MN 1,790 6,016 1,898 1,790 7,914 9,704 ( 3,318 ) 1996 Jun-11 40 years

Ellisville Square Ellisville, MO 4,144 2,715 10,026 4,144 12,741 16,885 ( 5,251 ) 1989 Jun-11 40 years

Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement

3 unchanged sentences

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 1,396 850 8,882 9,732 ( 4,029 ) 1995 Jun-11 40 years

19 unchanged sentences

University Commons Wilmington, NC 6,910 25,416 3,521 6,910 28,937 35,847 ( 10,735 ) 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 15,950 5,254 6,910 21,204 28,114 ( 7,228 ) 2005 Jun-11 40 years

22 unchanged sentences

Parkway Plaza Carle Place, NY 5,790 18,688 3,310 5,790 21,998 27,788 ( 6,461 ) 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 ( 5,016 ) 2005 Jun-11 40 years

16 unchanged sentences

The Shops at Riverhead Riverhead, NY 3,479 — 38,652 3,899 38,232 42,131 ( 6,401 ) 2018 Jun-11 40 years

Rockville Centre Rockville Centre, NY 3,590 6,935 391 3,590 7,326 10,916 ( 2,461 ) 1975 Jun-11 40 years

College Plaza Selden, NY 7,735 6,271 18,326 8,270 24,062 32,332 ( 7,374 ) 2013 Jun-11 40 years

Campus Plaza Vestal, NY 1,170 16,039 1,366 1,170 17,405 18,575 ( 7,143 ) 2003 Jun-11 40 years

Parkway Plaza Vestal, NY 2,149 18,501 1,761 2,149 20,262 22,411 ( 10,065 ) 1995 Jun-11 40 years

Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement

3 unchanged sentences

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 14,531 261 1,340 14,792 16,132 ( 4,171 ) 2000 Jun-11 40 years

10 unchanged sentences

Greentree Shopping Center Columbus, OH 1,920 12,016 1,173 1,920 13,189 15,109 ( 6,668 ) 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 42,063 8,249 4,990 50,312 55,302 ( 20,223 ) 1972 Jun-11 40 years

36 unchanged sentences

Festival Centre North Charleston, SC 3,630 7,342 7,983 3,630 15,325 18,955 ( 6,954 ) 1987 Jun-11 40 years

Pawleys Island Plaza Pawleys Island, SC 5,264 21,804 — 5,264 21,804 27,068 ( 244 ) 2015 Oct-21 40 years

Fairview Corners I & II Simpsonville, SC 2,370 16,339 3,042 2,370 19,381 21,751 ( 6,975 ) 2003 Jun-11 40 years

8 unchanged sentences

Nashboro Village Nashville, TN 2,243 11,488 373 2,243 11,861 14,104 ( 4,336 ) 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 9,854 3,285 5,927 13,139 19,066 ( 4,824 ) 1989 Jun-11 40 years

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 9,082 1,189 3,410 10,271 13,681 ( 6,035 ) 1987 Jun-11 40 years

3 unchanged sentences

Rock Prairie Crossing College Station, TX 2,401 13,247 521 2,401 13,768 16,169 ( 6,263 ) 2002 Jun-11 40 years

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

Carmel Village Corpus Christi, TX 1,900 3,938 5,653 1,900 9,591 11,491 ( 2,204 ) 2019 Jun-11 40 years

15 unchanged sentences

Braes Heights Houston, TX 1,700 13,942 9,970 1,700 23,912 25,612 ( 5,609 ) 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 2,541 864 1,570 3,405 4,975 ( 1,658 ) 1997 Jun-11 40 years

14 unchanged sentences

Westheimer Commons Houston, TX 5,160 11,398 6,053 5,160 17,451 22,611 ( 7,743 ) 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 10,759 7,413 4,660 18,172 22,832 ( 6,018 ) 1997 Jun-11 40 years

12 unchanged sentences

Hilltop Plaza Virginia Beach, VA 5,154 20,471 5,954 5,154 26,425 31,579 ( 9,460 ) 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 1,722 16,382 770 1,722 17,152 18,874 ( 6,240 ) 1997 Jun-11 40 years

3 unchanged sentences

Paradise Pavilion West Bend, WI 1,510 15,110 1,500 1,510 16,610 18,120 ( 7,752 ) 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 ( 2,277 ) 1986 Jun-11 40 years

3 unchanged sentences

(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.

The aggregate cost for federal income tax purposes was approximately $ 11.3 billion at December 31, 2020.

As of December 31, 2021, the aggregate cost for federal income tax purposes was approximately $ 11.6 billion.

Year Ending December 31,

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures