Brixmor Property Group Inc. 10-K

Item 9A. Controls and Procedures Controls and Procedures (Brixmor Property Group Inc.) Evaluation of Disclosure Controls and Procedures BPG maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. BPG’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, BPG’s principal executive officer, James M. Taylor, and principal financial officer, Angela Aman, concluded that BPG’s disclosure controls and procedures were effective as of December 31, 2021. Management’s Report on Internal Control Over Financial Reporting BPG’s management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of BPG’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. BPG’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of BPG’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of BPG are being made only in accordance with authorizations of management and directors of BPG; and provide reasonable assurance 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, 38 projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, BPG conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on its assessment and those criteria, BPG’s management concluded that its internal control over financial reporting was effective as of December 31, 2021. Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report, included herein, on the effectiveness of BPG’s internal control over financial reporting. Changes in Internal Control over Financial Reporting There have been no changes in BPG’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2021 that have materially affected, or that are reasonably likely to materially affect, BPG’s internal control over financial reporting. Controls and Procedures (Brixmor Operating Partnership LP) Evaluation of Disclosure Controls and Procedures The Operating Partnership maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. The Operating Partnership’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Operating Partnership’s principal executive officer, James M. Taylor, and principal financial officer, Angela Aman, concluded that the Operating Partnership’s disclosure controls and procedures were effective as of December 31, 2021. Management’s Report on Internal Control Over Financial Reporting The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of the Operating Partnership’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Operating Partnership’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Operating Partnership’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and directors of the Operating Partnership; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on the Operating Partnership’s financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 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 39 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. Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report, included herein, on the effectiveness of the Operating Partnership’s internal control over financial reporting. Changes in Internal Control over Financial Reporting There have been no changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2021 that have materially affected, or that are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 40 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 will be included in the definitive proxy statement relating to the 2022 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2022 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2021 fiscal year covered by this Form 10-K. Item 11. Executive Compensation The information required by Item 11 will be included in the definitive proxy statement relating to the 2022 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2022 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2021 fiscal year covered by this Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 will be included in the definitive proxy statement relating to the 2022 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2022 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2021 fiscal year covered by this Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 will be included in the definitive proxy statement relating to the 2022 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2022 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2021 fiscal year covered by this Form 10-K. Item 14. Principal Accountant Fees and Services The information required by Item 14 will be included in the definitive proxy statement relating to the 2022 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 27, 2022 and is incorporated herein by reference. Brixmor Property Group Inc. will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2021 fiscal year covered by this Form 10-K. 41 PART IV Item 15. Exhibit and Financial Statement Schedules (a) Documents filed as part of this report Form 10-K Page 1 CONSOLIDATED STATEMENTS Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) F- 2 Brixmor Property Group Inc.: Consolidated Balance Sheets as of December 31, 2021 and 2020 F- 10 Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 F- 11 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019 F- 12 Consolidated Statement of Changes in Equity for the Years Ended December 31, 2021, 2020 and 2019 F- 13 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 F- 14 Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2021 and 2020 F- 15 Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 F- 16 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019 F- 17 Consolidated Statement of Changes in Capital for the Years Ended December 31, 2021, 2020 and 2019 F- 18 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 F- 19 Notes to Consolidated Financial Statements F- 20 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II – Valuation and Qualifying Accounts F- 43 Schedule III – Real Estate and Accumulated Depreciation F- 44 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 42 (b) Exhibits . The following documents are filed as exhibits to this report: Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 3.1 Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 2013 8-K 001-36160 11/4/2013 3.1 3.2 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 3.3 Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP 10-K 001-36160 3/12/2014 10.7 3.4 Second Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 28, 2019, by and among Brixmor OP GP LLC, as General Partner, BPG Subsidiary Inc., as Limited Partner, BPG Sub LLC, as Limited Partner, and the other limited partners from time to time party thereto 10-Q 001-36160 10/28/2019 3.1 4.1 Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (the “2015 Indenture”) 8-K 001-36160 1/21/2015 4.1 4.2 First Supplemental Indenture to the 2015 Indenture, dated January 21, 2015, among Brixmor Operating Partnership LP, as issuer, and Brixmor OP GP LLC and BPG Subsidiary Inc., as possible future guarantors, and The Bank of New York Mellon, as trustee 8-K 001-36160 1/21/2015 4.2 4.3 Second Supplemental Indenture to the 2015 Indenture, dated August 10, 2015, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/10/2015 4.2 4.4 Third Supplemental Indenture to the 2015 Indenture, dated June 13, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 6/13/2016 4.2 4.5 Fourth Supplemental Indenture to the 2015 Indenture, dated August 24, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/24/2016 4.2 4.6 Fifth Supplemental Indenture to the 2015 Indenture, dated March 8, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 3/8/2017 4.2 4.7 Sixth Supplemental Indenture to the 2015 Indenture, dated June 5, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 6/5/2017 4.2 43 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 4.8 Seventh Supplemental Indenture to the 2015 Indenture, dated August 31, 2018, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/28/2018 4.2 4.9 Eighth Supplemental Indenture to the 2015 Indenture, dated May 10, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 5/10/2019 4.2 4.10 Amendment No. 1 to the Eighth Supplemental Indenture, dated August 15, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/15/2019 4.3 4.11 Ninth Supplemental Indenture, dated June 10, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 6/10/2020 4.2 4.12 Amendment No. 1 to the Ninth Supplemental Indenture, dated August 20, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 8/20/2020 4.3 4.13 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 4.14 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 4.15 Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”) S-3 33-61383 7/28/1995 4.2 4.16 First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company 10-Q 001-12244 11/12/1999 10.2 4.17 Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association 10-Q 001-12244 8/9/2007 4.2 4.18 Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S. Bank Trust National Association S-11 333-190002 8/23/2013 4.4 4.19 Supplemental Indenture to the 1995 Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association 8-K 001-36160 10/17/2014 4.1 44 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 4.20 Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999 Indenture”) 8-K 001-12244 2/3/1999 4.1 4.21 Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC, New Plan Realty Trust, LLC and U.S. Bank Trust National Association 10-Q 001-12244 8/9/2007 4.3 4.22 Description of Registered Securities — — — — x 10.1* 2013 Omnibus Incentive Plan S-11 333-190002 9/23/2013 10.18 10.2* Form of Director and Officer Indemnification Agreement S-11 333-190002 8/23/2013 10.19 10.3* Form of Director Restricted Stock Award Agreement S-11 333-190002 10/4/2013 10.30 10.4* Form of Restricted Stock Unit Agreement 10-Q 001-36160 4/26/2016 10.6 10.5* Form of Brixmor Property Group Inc. Restricted Stock Unit Agreement (TRSUs, PRSUs, and OPRSUs) 8-K 001-36160 3/6/2018 10.1 10.6* Employment Agreement, dated April 12, 2016, by and between Brixmor Property Group Inc. and James M. Taylor 10-Q 001-36160 7/25/2016 10.1 10.7* First Amendment to Employment Agreement, dated February 2, 2021, by and between Brixmor Property Group Inc. and James M. Taylor 8-K 001-36160 2/4/2021 10.1 10.8* Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc. and Angela Aman 10-Q 001-36160 7/25/2016 10.2 10.9* First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Angela Aman 8-K 001-36160 3/8/2019 10.1 10.10* 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 10. 1 1 * Employment Agreement, dated May 11, 2016, by and between Brixmor Property Group Inc. and Mark T. Horgan 10-K 001-36160 2/13/2017 10.22 10.12* First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Mark T. Horgan 8-K 001-36160 3/8/2019 10.2 10.13* Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc. and Mark T. Horgan 8-K 001-36160 2/4/2022 10.2 10.1 4 * Employment Agreement, dated December 5, 2014, by and between Brixmor Property Group Inc. and Brian T. Finnegan 10-K 001-36160 2/13/2017 10.23 45 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 10.1 5 * Employment Agreement, dated November 1, 2011, by and between Brixmor Property Group Inc. and Steven F. Siegel S-11 333-190002 8/23/2013 10.23 10.1 6 * First Amendment to Employment Agreement, dated February 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel 10-Q 001-36160 4/29/2019 10.3 10.1 7 * Second Amendment to Employment Agreement, dated April 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel 10-Q 001-36160 4/29/2019 10.4 10.18 Amended and Restated Term Loan Agreement, dated as of December 12, 2018, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto 10-K 001-36160 2/11/2019 10.4 10.19 Amendment No. 1 to Amended and Restated Term Loan Agreement, dated as of April 29, 2020, by and among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto 8-K 001-36160 5/1/2020 10.2 10.20 Term Loan Agreement, dated as of July 28, 2017, among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “2017 Term Loan Agreement”) 8-K 001-36160 7/31/2017 10.1 10.21 Amendment No. 1 to the 2017 Term Loan Agreement, dated December 12, 2018, among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto 10-K 001-36160 2/11/2019 10.25 10.22 Amendment No. 2 to Term Loan Agreement, dated as April 29, 2020, by and among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto 8-K 001-36160 5/1/2020 10.3 10.23 Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 12, 2018, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto 10-K 001-36160 2/11/2019 10.26 10.24 Amendment No. 1 to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of April 29, 2020, by and among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto 8-K 001-36160 5/1/2020 10.1 46 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 21.1 Subsidiaries of the Brixmor Property Group Inc. — — — — x 21.1 Subsidiaries of the Brixmor Operating Partnership LP — — — — x 23.1 Consent of Deloitte & Touche LLP for Brixmor Property Group Inc. — — — — x 23.2 Consent of Deloitte & Touche LLP for Brixmor Operating Partnership LP — — — — x 31.1 Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x 31.2 Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x 31.3 Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x 31.4 Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x 32.1 Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — — — — x 32.2 Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — — — — x 99.1 Property List — — — — x 101.INS XBRL Instance Document — — — — x 101.SCH XBRL Taxonomy Extension Schema Document — — — — x 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document — — — — x 101.DEF XBRL Taxonomy Extension Definition Linkbase Document — — — — x 101.LAB XBRL Taxonomy Extension Label Linkbase Document — — — — x 47 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document — — — — x 104 Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) x * Indicates management contract or compensatory plan or arrangement. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. Item 16. Form 10-K Summary None. 48 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. BRIXMOR PROPERTY GROUP INC. Date: February 7, 2022 By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer) BRIXMOR OPERATING PARTNERSHIP LP Date: February 7, 2022 By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: February 7, 2022 By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer, Director, Sole Director of Sole Member of General Partner of Operating Partnership) Date: February 7, 2022 By: /s/ Angela Aman Angela Aman Chief Financial Officer (Principal Financial Officer) Date: February 7, 2022 By: /s/ Steven Gallagher Steven Gallagher Chief Accounting Officer (Principal Accounting Officer) Date: February 7, 2022 By: /s/ John G. Schreiber John G. Schreiber Chairman of the Board of Directors Date: February 7, 2022 By: /s/ Michael Berman Michael Berman Director Date: February 7, 2022 By: /s/ Sheryl M. Crosland Sheryl M. Crosland Director Date: February 7, 2022 By: /s/ Thomas W. Dickson Thomas W. Dickson Director Date: February 7, 2022 By: /s/ Daniel B. Hurwitz Daniel B. Hurwitz Director Date: February 7, 2022 By: /s/ William D. Rahm William D. Rahm Director Date: February 7, 2022 By: /s/ Juliann Bowerman Juliann Bowerman Director Date: February 7, 2022 By: /s/ Sandra A. J. Lawrence Sandra A. J. Lawrence Director 49 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES Form 10-K Page 1 CONSOLIDATED STATEMENTS Reports of Independent Registered Public Accounting Firm F- 2 Brixmor Property Group Inc.: Consolidated Balance Sheets as of December 31, 2021 and 2020 F- 10 Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 F- 11 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019 F- 12 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2021, 2020 and 2019 F- 13 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 F- 14 Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2021 and 2020 F- 15 Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019 F- 16 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019 F- 17 Consolidated Statements of Changes in Capital for the Years Ended December 31, 2021, 2020 and 2019 F- 18 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019 F- 19 Notes to Consolidated Financial Statements F- 20 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II – Valuation and Qualifying Accounts F- 43 Schedule III – Real Estate and Accumulated Depreciation F- 44 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Brixmor Property Group Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 7, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements Critical Audit Matter Description 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. F-2 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 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). 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 hold period. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates in determining the impairment of real estate asset values included the following, among others: • We tested the effectiveness of controls over management’s impairment analysis, including controls over the estimate of the anticipated 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 hold period. Evaluation of Collectability of Receivables – Refer to Note 1 to the financial statements Critical Audit Matter Description The Company periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements, and those attributable to other revenue generating activities. The Company analyzes individual tenant receivables and considers tenant creditworthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. 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. We identified management’s assumptions utilized in determining if a tenant’s lease payments are collectible as a critical audit matter because of the material impact to Rental income. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assessment of collectability. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s assumptions in evaluating the collectability of rental revenue receivables included the following, among others: • We tested the effectiveness of controls over management’s collectability assessment including controls over the assumptions utilized by management. • We evaluated the Company’s estimate of the collectability of receivables by: ◦ Assessing tenants that are deemed uncollectible by testing management’s estimate including reading available information including tenant’s filings, financial statements, news articles, and analyst reports among other procedures to validate management’s conclusions based on the tenant’s industry, creditworthiness, and payment history. ◦ Analyzing tenants that are deemed collectible and who have large outstanding receivable balances 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. F-3 /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 7, 2022 We have served as the Company's auditor since 2015. F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Brixmor Property Group Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 7, 2022, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 7, 2022 F-5 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners and the Board of Directors of Brixmor Operating Partnership LP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP and Subsidiaries (the “Operating Partnership”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, changes in capital, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 7, 2022, expressed an unqualified opinion on the Operating Partnership's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements Critical Audit Matter Description 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. 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. F-6 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 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). 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 hold period. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates in determining the impairment of real estate asset values included the following, among others: • We tested the effectiveness of controls over management’s impairment analysis, including controls over the estimate of the anticipated 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 hold period. Evaluation of Collectability of Receivables – Refer to Note 1 to the financial statements Critical Audit Matter Description The Operating Partnership periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements, and those attributable to other revenue generating activities. The Operating Partnership analyzes individual tenant receivables and considers tenant creditworthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. The Operating Partnership’s evaluation included consideration of the estimated impact of COVID-19 on the collectability of the Operating Partnership’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 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. We identified management’s assumptions utilized in determining if a tenant’s lease payments are collectible as a critical audit matter because of the material impact to Rental income. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assessment of collectability. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s assumptions in evaluating the collectability of rental revenue receivables included the following, among others: • We tested the effectiveness of controls over management’s collectability assessment including controls over the assumptions utilized by management. • We evaluated the Operating Partnership’s estimate of the collectability of receivables by: ◦ Assessing tenants that are deemed uncollectible by testing management’s estimate including reading available information including tenant’s filings, financial statements, news articles, and analyst reports among other procedures to validate management’s conclusions based on the tenant’s industry, creditworthiness, and payment history. ◦ Analyzing tenants that are deemed collectible and who have large outstanding receivable balances or disputed charges by assessing analyst and industry reports to evaluate management’s conclusions. ◦ Obtaining operational evidence by inquiring with Operating Partnership employees in departments outside of accounting to corroborate evidence regarding specific tenant’s collectability assessment. F-7 /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 7, 2022 We have served as the Operating Partnership’s auditor since 2015. F-8 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners and the Board of Directors of Brixmor Operating Partnership LP Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Operating Partnership LP and Subsidiaries (the “Operating Partnership”) as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Operating Partnership and our report dated February 7, 2022, expressed an unqualified opinion on those financial statements. Basis for Opinion The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 7, 2022 F-9 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) December 31, 2021 December 31, 2020 Assets Real estate Land $ 1,773,448 $ 1,740,263 Buildings and improvements 8,654,966 8,423,298 10,428,414 10,163,561 Accumulated depreciation and amortization ( 2,813,329 ) ( 2,659,448 ) Real estate, net 7,615,085 7,504,113 Cash and cash equivalents 296,632 368,675 Restricted cash 1,111 1,412 Marketable securities 20,224 19,548 Receivables, net 234,873 240,323 Deferred charges and prepaid expenses, net 143,503 139,260 Real estate assets held for sale 16,131 18,014 Other assets 49,834 50,802 Total assets $ 8,377,393 $ 8,342,147 Liabilities Debt obligations, net $ 5,164,518 $ 5,167,330 Accounts payable, accrued expenses and other liabilities 494,529 494,116 Total liabilities 5,659,047 5,661,446 Commitments and contingencies (Note 15) — — Equity Common stock, $ 0.01 par value; authorized 3,000,000,000 shares; 306,337,045 and 305,621,403 shares issued and 297,210,053 and 296,494,411 shares outstanding 2,972 2,965 Additional paid-in capital 3,231,732 3,213,990 Accumulated other comprehensive loss ( 12,674 ) ( 28,058 ) Distributions in excess of net income ( 503,684 ) ( 508,196 ) Total equity 2,718,346 2,680,701 Total liabilities and equity $ 8,377,393 $ 8,342,147 The accompanying notes are an integral part of these consolidated financial statements. F-10 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year Ended December 31, 2021 2020 2019 Revenues Rental income $ 1,146,304 $ 1,050,943 $ 1,166,379 Other revenues 5,970 2,323 1,879 Total revenues 1,152,274 1,053,266 1,168,258 Operating expenses Operating costs 132,042 111,678 124,876 Real estate taxes 165,746 168,943 170,988 Depreciation and amortization 327,152 335,583 332,431 Impairment of real estate assets 1,898 19,551 24,402 General and administrative 105,454 98,280 102,309 Total operating expenses 732,292 734,035 755,006 Other income (expense) Dividends and interest 299 482 699 Interest expense ( 194,776 ) ( 199,988 ) ( 189,775 ) Gain on sale of real estate assets 73,092 34,499 54,767 Loss on extinguishment of debt, net ( 28,345 ) ( 28,052 ) ( 1,620 ) Other ( 65 ) ( 4,999 ) ( 2,550 ) Total other expense ( 149,795 ) ( 198,058 ) ( 138,479 ) Net income $ 270,187 $ 121,173 $ 274,773 Net income per common share: Basic $ 0.91 $ 0.41 $ 0.92 Diluted $ 0.90 $ 0.41 $ 0.92 Weighted average shares: Basic 297,408 296,972 298,229 Diluted 298,835 297,899 299,334 The accompanying notes are an integral part of these consolidated financial statements. F-11 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2021 2020 2019 Net income $ 270,187 $ 121,173 $ 274,773 Other comprehensive income (loss) 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 The accompanying notes are an integral part of these consolidated financial statements. F-12 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except per share data) Common Stock Number Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Net Income Total Beginning balance, January 1, 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) — — — — ( 336,815 ) ( 336,815 ) Equity compensation expense — — 13,571 — — 13,571 Other comprehensive loss — — — ( 25,516 ) — ( 25,516 ) Issuance of common stock 203 3 — — — 3 Repurchases of common stock ( 835 ) ( 9 ) ( 14,554 ) — — ( 14,563 ) Share-based awards retained for taxes — — ( 1,721 ) — — ( 1,721 ) Net income — — — — 274,773 274,773 Ending balance, December 31, 2019 297,857 2,979 3,230,625 ( 9,543 ) ( 480,204 ) 2,743,857 Common stock dividends ($ 0.500 per common share) — — — — ( 149,165 ) ( 149,165 ) Equity compensation expense — — 11,895 — — 11,895 Other comprehensive loss — — — ( 18,515 ) — ( 18,515 ) Issuance of common stock 287 3 — — — 3 Repurchases of common stock ( 1,650 ) ( 17 ) ( 24,990 ) — — ( 25,007 ) Share-based awards retained for taxes — — ( 3,540 ) — — ( 3,540 ) Net income — — — — 121,173 121,173 Ending balance, December 31, 2020 296,494 2,965 3,213,990 ( 28,058 ) ( 508,196 ) 2,680,701 Common stock dividends ($ 0.885 per common share) — — — — ( 265,675 ) ( 265,675 ) Equity compensation expense — — 18,597 — — 18,597 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 ) Net income — — — — 270,187 270,187 Ending balance, December 31, 2021 297,210 $ 2,972 $ 3,231,732 $ ( 12,674 ) $ ( 503,684 ) $ 2,718,346 The accompanying notes are an integral part of these consolidated financial statements. F-13 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2021 2020 2019 Operating activities: Net income $ 270,187 $ 121,173 $ 274,773 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 327,152 335,583 332,431 (Accretion) amortization of debt premium and discount, net ( 2,862 ) ( 1,068 ) 966 Deferred financing cost amortization 7,496 7,527 7,063 Accretion of above- and below-market leases, net ( 12,603 ) ( 16,495 ) ( 18,824 ) Tenant inducement amortization and other 4,944 3,579 3,600 Impairment of real estate assets 1,898 19,551 24,402 Gain on sale of real estate assets ( 73,092 ) ( 34,499 ) ( 54,767 ) Equity compensation expense, net 17,090 10,951 12,661 Loss on extinguishment of debt, net 28,345 28,052 1,620 Changes in operating assets and liabilities: Receivables, net 2,189 ( 9,795 ) ( 26,999 ) Deferred charges and prepaid expenses ( 30,377 ) ( 22,560 ) ( 30,702 ) Other assets ( 448 ) ( 475 ) ( 179 ) Accounts payable, accrued expenses and other liabilities 12,320 1,577 2,627 Net cash provided by operating activities 552,239 443,101 528,672 Investing activities: Improvements to and investments in real estate assets ( 308,575 ) ( 284,756 ) ( 395,095 ) Acquisitions of real estate assets ( 258,807 ) ( 3,425 ) ( 79,634 ) Proceeds from sales of real estate assets 237,404 122,387 290,153 Purchase of marketable securities ( 17,475 ) ( 22,565 ) ( 37,781 ) Proceeds from sale of marketable securities 16,448 21,110 50,293 Net cash used in investing activities ( 331,005 ) ( 167,249 ) ( 172,064 ) Financing activities: Repayment of secured debt obligations — ( 7,000 ) — Repayment of borrowings under unsecured revolving credit facility — ( 653,000 ) ( 586,000 ) Proceeds from borrowings under unsecured revolving credit facility — 646,000 287,000 Proceeds from unsecured notes 847,735 820,396 771,623 Repayment of borrowings under unsecured term loans and notes ( 850,000 ) ( 500,000 ) ( 500,000 ) 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 ) Repurchases of common shares — ( 25,007 ) ( 14,563 ) Repurchases of common shares in conjunction with equity award plans ( 5,512 ) ( 3,540 ) ( 1,721 ) Net cash provided by (used in) financing activities ( 293,578 ) 72,712 ( 385,850 ) Net change in cash, cash equivalents and restricted cash ( 72,344 ) 348,564 ( 29,242 ) Cash, cash equivalents and restricted cash at beginning of period 370,087 21,523 50,765 Cash, cash equivalents and restricted cash at end of period $ 297,743 $ 370,087 $ 21,523 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 296,632 $ 368,675 $ 19,097 Restricted cash 1,111 1,412 2,426 Cash, cash equivalents and restricted cash at end of period $ 297,743 $ 370,087 $ 21,523 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 4,009 , $ 4,231 and $ 3,480 $ 191,048 $ 183,187 $ 178,890 State and local taxes paid 1,652 3,577 2,134 The accompanying notes are an integral part of these consolidated financial statements. F-14 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except unit information) December 31, 2021 December 31, 2020 Assets Real estate Land $ 1,773,448 $ 1,740,263 Buildings and improvements 8,654,966 8,423,298 10,428,414 10,163,561 Accumulated depreciation and amortization ( 2,813,329 ) ( 2,659,448 ) Real estate, net 7,615,085 7,504,113 Cash and cash equivalents 281,474 358,661 Restricted cash 1,111 1,412 Marketable securities 20,224 19,548 Receivables, net 234,873 240,323 Deferred charges and prepaid expenses, net 143,503 139,260 Real estate assets held for sale 16,131 18,014 Other assets 49,834 50,802 Total assets $ 8,362,235 $ 8,332,133 Liabilities Debt obligations, net $ 5,164,518 $ 5,167,330 Accounts payable, accrued expenses and other liabilities 494,529 494,116 Total liabilities 5,659,047 5,661,446 Commitments and contingencies (Note 15) — — Capital Partnership common units; 306,337,045 and 305,621,403 units issued and 297,210,053 and 296,494,411 units outstanding 2,715,863 2,698,746 Accumulated other comprehensive loss ( 12,675 ) ( 28,059 ) Total capital 2,703,188 2,670,687 Total liabilities and capital $ 8,362,235 $ 8,332,133 The accompanying notes are an integral part of these consolidated financial statements. F-15 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) Year Ended December 31, 2021 2020 2019 Revenues Rental income $ 1,146,304 $ 1,050,943 $ 1,166,379 Other revenues 5,970 2,323 1,879 Total revenues 1,152,274 1,053,266 1,168,258 Operating expenses Operating costs 132,042 111,678 124,876 Real estate taxes 165,746 168,943 170,988 Depreciation and amortization 327,152 335,583 332,431 Impairment of real estate assets 1,898 19,551 24,402 General and administrative 105,454 98,280 102,309 Total operating expenses 732,292 734,035 755,006 Other income (expense) Dividends and interest 299 482 699 Interest expense ( 194,776 ) ( 199,988 ) ( 189,775 ) Gain on sale of real estate assets 73,092 34,499 54,767 Loss on extinguishment of debt, net ( 28,345 ) ( 28,052 ) ( 1,620 ) Other ( 65 ) ( 4,999 ) ( 2,550 ) Total other expense ( 149,795 ) ( 198,058 ) ( 138,479 ) Net income $ 270,187 $ 121,173 $ 274,773 Net income per common unit: Basic $ 0.91 $ 0.41 $ 0.92 Diluted $ 0.90 $ 0.41 $ 0.92 Weighted average units: Basic 297,408 296,972 298,229 Diluted 298,835 297,899 299,334 The accompanying notes are an integral part of these consolidated financial statements. F-16 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2021 2020 2019 Net income $ 270,187 $ 121,173 $ 274,773 Other comprehensive income (loss) 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 The accompanying notes are an integral part of these consolidated financial statements. F-17 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (in thousands) Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total Beginning balance, January 1, 2019 $ 2,819,770 $ 15,983 $ 2,835,753 ASC 842 cumulative adjustment ( 1,974 ) — ( 1,974 ) Distributions to partners ( 336,474 ) — ( 336,474 ) Equity compensation expense 13,571 — 13,571 Other comprehensive loss — ( 25,527 ) ( 25,527 ) Issuance of OP Units 3 — 3 Repurchases of OP Units ( 14,563 ) — ( 14,563 ) Share-based awards retained for taxes ( 1,721 ) — ( 1,721 ) Net income attributable to Brixmor Operating Partnership LP 274,773 — 274,773 Ending balance, December 31, 2019 2,753,385 ( 9,544 ) 2,743,841 Distributions to partners ( 159,163 ) — ( 159,163 ) Equity compensation expense 11,895 — 11,895 Other comprehensive loss — ( 18,515 ) ( 18,515 ) Issuance of OP Units 3 — 3 Repurchases of OP Units ( 25,007 ) — ( 25,007 ) Share-based awards retained for taxes ( 3,540 ) — ( 3,540 ) Net income attributable to Brixmor Operating Partnership LP 121,173 — 121,173 Ending balance, December 31, 2020 2,698,746 ( 28,059 ) 2,670,687 Distributions to partners ( 270,819 ) — ( 270,819 ) Equity compensation expense 18,597 — 18,597 Other comprehensive income — 15,384 15,384 Issuance of OP Units 4,664 — 4,664 Share-based awards retained for taxes ( 5,512 ) — ( 5,512 ) Net income attributable to Brixmor Operating Partnership LP 270,187 — 270,187 Ending balance, December 31, 2021 $ 2,715,863 $ ( 12,675 ) $ 2,703,188 The accompanying notes are an integral part of these consolidated financial statements. F-18 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2021 2020 2019 Operating activities: Net income $ 270,187 $ 121,173 $ 274,773 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 327,152 335,583 332,431 (Accretion) amortization of debt premium and discount, net ( 2,862 ) ( 1,068 ) 966 Deferred financing cost amortization 7,496 7,527 7,063 Accretion of above- and below-market leases, net ( 12,603 ) ( 16,495 ) ( 18,824 ) Tenant inducement amortization and other 4,944 3,579 3,600 Impairment of real estate assets 1,898 19,551 24,402 Gain on sale of real estate assets ( 73,092 ) ( 34,499 ) ( 54,767 ) Equity compensation expense, net 17,090 10,951 12,661 Loss on extinguishment of debt, net 28,345 28,052 1,620 Changes in operating assets and liabilities: Receivables, net 2,189 ( 9,795 ) ( 26,999 ) Deferred charges and prepaid expenses ( 30,377 ) ( 22,560 ) ( 30,702 ) Other assets ( 448 ) ( 475 ) ( 179 ) Accounts payable, accrued expenses and other liabilities 12,320 1,577 2,627 Net cash provided by operating activities 552,239 443,101 528,672 Investing activities: Improvements to and investments in real estate assets ( 308,575 ) ( 284,756 ) ( 395,095 ) Acquisitions of real estate assets ( 258,807 ) ( 3,425 ) ( 79,634 ) Proceeds from sales of real estate assets 237,404 122,387 290,153 Purchase of marketable securities ( 17,475 ) ( 22,565 ) ( 38,002 ) Proceeds from sale of marketable securities 16,448 21,110 50,293 Net cash used in investing activities ( 331,005 ) ( 167,249 ) ( 172,285 ) Financing activities: Repayment of secured debt obligations — ( 7,000 ) — Repayment of borrowings under unsecured revolving credit facility — ( 653,000 ) ( 586,000 ) Proceeds from borrowings under unsecured revolving credit facility — 646,000 287,000 Proceeds from unsecured notes 847,735 820,396 771,623 Repayment of borrowings under unsecured term loans and notes ( 850,000 ) ( 500,000 ) ( 500,000 ) 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 ) Net cash provided by (used in) financing activities ( 298,722 ) 62,714 ( 385,519 ) Net change in cash, cash equivalents and restricted cash ( 77,488 ) 338,566 ( 29,132 ) Cash, cash equivalents and restricted cash at beginning of period 360,073 21,507 50,639 Cash, cash equivalents and restricted cash at end of period $ 282,585 $ 360,073 $ 21,507 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 281,474 $ 358,661 $ 19,081 Restricted cash 1,111 1,412 2,426 Cash, cash equivalents and restricted cash at end of period $ 282,585 $ 360,073 $ 21,507 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 4,009 , $ 4,231 and $ 3,480 $ 191,048 $ 183,187 $ 178,890 State and local taxes paid 1,652 3,577 2,134 The accompanying notes are an integral part of these consolidated financial statements. F-19 BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, unless otherwise stated) 1. Nature of Business and Financial Statement Presentation Description of Business Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed real estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100 % of the 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”) 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. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Basis of Presentation The financial information included herein reflects the consolidated financial position of the Company as of December 31, 2021 and 2020 and the consolidated results of its operations and cash flows for the years ended December 31, 2021, 2020, and 2019. Principles of Consolidation and Use of Estimates The accompanying Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have a controlling financial interest. All intercompany transactions have been eliminated. When the Company obtains an economic interest in an entity, management evaluates the entity to determine: (i) whether the entity is a variable interest entity (“VIE”), (ii) in the event the entity is a VIE, whether the Company is the primary beneficiary of the entity, and (iii) in the event the entity is not a VIE, whether the Company otherwise has a controlling financial interest. The Company consolidates: (i) entities that are VIEs for which the Company is deemed to be the primary beneficiary and (ii) entities that are not VIEs which the Company controls. If the Company has an interest in a VIE but it is not determined to be the primary beneficiary, the Company accounts for its interest under the equity method of accounting. Similarly, for those entities which are not VIEs and the Company does not have a controlling financial interest, the Company accounts for its interests under the equity method of accounting. The Company continually reconsiders its determination of whether an entity is a VIE and whether the Company qualifies as its primary beneficiary. The Company has evaluated the Operating Partnership and has determined it is not a VIE as of December 31, 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 F-20 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 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. Cash and Cash Equivalents For purposes of presentation on both the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows, the Company considers instruments with an original maturity of three months or less to be cash and cash equivalents. The Company maintains its cash and cash equivalents at major financial institutions. The cash and cash equivalents balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation (“FDIC”) insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is minimal. Restricted Cash Restricted cash represents cash deposited in escrow accounts 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 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) 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. Transaction costs incurred during the acquisition process are capitalized as a component of the asset’s value. The fair value of tangible assets is determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In allocating fair value to identifiable intangible assets and liabilities, the value of above-market and below-market leases is estimated based on the present value (using a discount rate reflecting the risks associated with the leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the 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. The value of in-place leases is estimated based on management’s evaluation of the specific characteristics of each tenant lease, including: (i) fair market rent and the reimbursement of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes that would be forgone during a hypothetical expected lease-up period and (ii) costs that would be incurred, including leasing commissions, legal and marketing costs, and tenant improvements and allowances, to execute similar leases. The value assigned to in-place leases is amortized to Depreciation and amortization expense over the remaining term of each lease. F-21 Certain real estate assets are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Building and building and land improvements 20 – 40 years Furniture, fixtures, and equipment 5 – 10 years Tenant improvements The shorter of the term of the related lease or useful life 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. 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. 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. 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 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. Real Estate Under Development and Redevelopment Certain costs are capitalized related to the development and redevelopment of real estate including pre-construction costs, real estate taxes, insurance, construction costs, and compensation and other related costs of personnel directly involved. Additionally, the Company capitalizes interest expense related to development and redevelopment activities. Capitalization of these costs begins when the activities and related expenditures commence and 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 that are not recoverable. Deferred Leasing and Financing Costs 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. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, on the Company’s Consolidated Statements of Operations and in Operating activities on the Company’s Consolidated Statements of Cash Flows. F-22 Marketable Securities The Company classifies its marketable securities, which are comprised of debt securities, as available-for-sale. These securities are carried at fair value, which is based primarily on publicly traded market values in active markets and is classified accordingly on the fair value hierarchy. Any unrealized loss on the Company’s financial instruments must be assessed to determine the portion, if any, that is attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates. “Credit loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial instrument’s contractual life. The Company considers current market conditions and reasonable forecasts of future market conditions to estimate expected credit losses over the life of the financial instrument. Any portion of unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income. The portion of unrealized losses due to other factors is recognized through other comprehensive income (loss) and reported in accumulated other comprehensive loss. 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 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. In a cash flow hedge, hedge accounting generally provides for the matching of the timing of recognition of gain or loss on the hedging instrument with the recognition of the earnings effect of the hedged transactions. Revenue Recognition and Receivables The Company enters into agreements with tenants 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. The cumulative difference between rental revenue recognized on the Company’s Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables, net on the accompanying Consolidated Balance Sheets. The Company commences recognizing rental revenue based on the date it makes the underlying asset available for use by the tenant. Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties by the lessee and are recognized in the period the applicable expenditures are incurred and/or contractually required to be reimbursed. The Company accounts for rental revenue (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842. The Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance, and real estate taxes, within this lease component. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. Percentage rents are recognized upon the achievement of certain 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. The Company periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements, and those attributable to other revenue generating activities. The Company analyzes individual tenant receivables and considers tenant credit-worthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. Any receivables that are deemed to be F-23 uncollectible are recognized as a reduction to Rental income on the Company’s Consolidated Statements of Operations. Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. These agreements meet the criteria for recognition as leases under ASC 842. For these agreements the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term. 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-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. Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties by the Company. For leases where it is the lessee, the Company accounts for lease payments (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842. The Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance, and real estate taxes, within this lease component. These amounts are included in Operating expenses on the Company’s Consolidated Statements of Operations. Stock Based Compensation The Company accounts for equity awards in accordance with 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. Equity compensation expense is included in General and administrative expenses on the Company’s Consolidated Statements of Operations. Income Taxes Brixmor Property Group Inc. has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, Brixmor Property Group Inc. must meet several organizational and operational requirements, including a requirement that it 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. generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. Brixmor Property Group Inc. conducts substantially all of its operations through the Operating Partnership, which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the Consolidated Financial Statements of the Company. If Brixmor Property Group Inc. fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if Brixmor Property Group Inc. qualifies for taxation as a REIT, Brixmor Property Group Inc. is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable. Brixmor Property Group Inc. has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and Brixmor Property Group Inc. may in the future elect to treat newly formed and/or other existing F-24 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. Income taxes related to Brixmor Property Group Inc.’s TRSs do not materially impact the Consolidated Financial Statements of the Company. The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s Consolidated Financial Statements as of December 31, 2021 and 2020. Open tax years generally range from 2018 through 2020 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s Consolidated Statements of Operations. New Accounting Pronouncements In 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 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 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. 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. 2. Acquisition of Real Estate During the year ended December 31, 2021, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price (2) 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. F-25 During the year ended December 31, 2020, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price (2) Land adjacent to Shops at Palm Lakes Miami Gardens, FL Feb-20 N/A $ 2,020 Land adjacent to College Plaza Selden, NY Jul-20 N/A 1,405 N/A $ 3,425 (1) No debt was assumed related to any of the listed acquisitions. (2) Aggregate purchase price includes $ 0.1 million of transaction costs. The aggregate purchase price of the assets acquired during the years ended December 31, 2021 and 2020, respectively, has been allocated as follows: Year Ended December 31, Assets 2021 2020 Land $ 66,378 $ 3,425 Buildings 160,743 — Building and tenant improvements 25,577 — Above-market leases (1) 629 — In-place leases (2) 17,262 — Total assets 270,589 3,425 Liabilities Below-market leases (3) 11,782 — Total liabilities 11,782 — Net assets acquired $ 258,807 $ 3,425 (1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the year ended December 31, 2021 was 5.6 years. (2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the year ended December 31, 2021 was 10.0 years. (3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the year ended December 31, 2021 was 14.8 years. 3. 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. F-26 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. 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 Land $ 4,339 $ 5,447 Buildings and improvements 19,181 16,481 Accumulated depreciation and amortization ( 7,899 ) ( 4,693 ) Real estate, net 15,621 17,235 Other assets 510 779 Assets associated with real estate assets held for sale $ 16,131 $ 18,014 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. 4. Real Estate The Company’s components of Real estate, net consisted of the following: December 31, 2021 December 31, 2020 Land $ 1,773,448 $ 1,740,263 Buildings and improvements: Buildings and tenant improvements (1) 8,110,742 7,856,850 Lease intangibles (2) 544,224 566,448 10,428,414 10,163,561 Accumulated depreciation and amortization (3) ( 2,813,329 ) ( 2,659,448 ) Total $ 7,615,085 $ 7,504,113 (1) As of December 31, 2021 and 2020, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $ 39.4 million and $ 33.0 million, respectively. (2) As of December 31, 2021 and 2020, Lease intangibles consisted of $ 491.0 million and $ 509.3 million, respectively, of in-place leases and $ 53.2 million and $ 57.2 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (3) As of December 31, 2021 and 2020, Accumulated depreciation and amortization included $ 480.9 million and $ 507.7 million, respectively, of accumulated amortization related to Lease intangibles. In addition, as of December 31, 2021 and 2020, the Company had intangible liabilities relating to below-market leases of $ 337.1 million and $ 345.7 million, respectively, and accumulated accretion of $ 256.2 million and $ 260.3 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. These intangible assets are accreted over the term of each related lease. F-27 Below-market lease accretion income, net of above-market lease amortization for the years ended December 31, 2021, 2020, and 2019 was $ 12.6 million, $ 16.5 million, and $ 18.8 million, respectively. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the years ended December 31, 2021, 2020, and 2019 was $ 15.2 million, $ 19.1 million, and $ 25.8 million, respectively. These amounts are included in Depreciation and amortization on the Company’s Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows: Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization expense In-place lease amortization expense 2022 $ ( 9,968 ) $ 12,753 2023 ( 8,709 ) 9,926 2024 ( 8,032 ) 7,480 2025 ( 6,802 ) 5,743 2026 ( 5,923 ) 4,413 5. Impairments Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, including the impact of COVID-19, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value. The Company recognized the following impairments during the year ended December 31, 2021: Year Ended December 31, 2021 Property Name (1) 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 Spring Mall Greenfield, WI 45,920 4,584 30th Street Plaza (2) Canton, OH 145,935 4,449 Fry Road Crossing (2) Katy, TX 240,940 2,006 Chamberlain Plaza (2) Meriden, CT 54,302 1,538 The Pines Shopping Center (3) Pineville, LA 179,039 1,239 Parcel at Lakes Crossing (2) Muskegon, MI 4,990 14 836,476 $ 19,551 (1) The Company recognized impairment charges based upon 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, 2020. (3) The Company disposed of this property during the year ended December 31, 2021. F-28 The Company recognized the following impairments during the year ended December 31, 2019: Year Ended December 31, 2019 Property Name (1) Location GLA Impairment Charge Westview Center (2) Hanover Park, IL 321,382 $ 6,356 Parcel at Mansell Crossing (2) Alpharetta, GA 51,615 5,777 Brice Park Reynoldsburg, OH 158,565 3,112 Lincoln Plaza (4) New Haven, IN 98,288 2,715 Glendale Galleria (2) Glendale, AZ 119,525 2,197 Mohawk Acres Plaza (3) Rome, NY 156,680 1,598 Towne Square North (2) Owensboro, KY 163,161 1,121 Marwood Plaza (2) Indianapolis, IN 107,080 751 Parcel at Lakes Crossing (3) Muskegon, MI 4,990 558 Bartonville Square (2) Bartonville, IL 61,678 191 North Hills Village (2) Haltom City, TX 43,299 26 1,286,263 $ 24,402 (1) The Company recognized impairment charges based upon 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, 2019. (3) The Company disposed of this property during the year ended December 31, 2020. (4) The Company disposed of this property during the year ended December 31, 2021. 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 8 for additional information regarding the fair value of operating properties that have been impaired. 6. Financial Instruments – Derivatives and Hedging The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes. In certain situations, the Company may enter into derivative financial instruments such as interest rate swap and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Cash Flow Hedges of Interest Rate Risk Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-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: Number of Instruments Notional Amount December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Interest Rate Swaps 4 7 $ 300,000 $ 800,000 F-29 The Company has elected to present its interest rate derivatives on its Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of December 31, 2021 and 2020 is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: December 31, 2021 December 31, 2020 Gross derivative assets $ — $ — Gross derivative liabilities ( 12,585 ) ( 28,225 ) Net derivative liabilities $ ( 12,585 ) $ ( 28,225 ) The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. These inputs are classified as Level 2 of the fair value hierarchy. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings. The effective portion of the Company’s interest rate swaps that was recognized on the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020, and 2019 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Year Ended December 31, 2021 2020 2019 Change in unrealized gain (loss) on interest rate swaps $ 5,144 $ ( 26,998 ) $ ( 19,333 ) Amortization (accretion) of interest rate swaps to interest expense 10,496 8,427 ( 6,380 ) 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. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the years ended December 31, 2021, 2020, and 2019. Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk The Company does not use derivatives for trading or speculative purposes. As of December 31, 2021 and 2020, the Company did not have any non-designated hedges. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest. F-30 7. Debt Obligations As of December 31, 2021 and 2020, the Company had the following indebtedness outstanding: Carrying Value as of December 31, 2021 December 31, 2020 Stated Interest Rate (1) Scheduled Maturity Date Notes payable Unsecured notes (2) $ 4,868,453 $ 4,518,453 1.18 % – 7.97 % 2022 – 2031 Net unamortized premium 26,651 31,390 Net unamortized debt issuance costs ( 26,913 ) ( 25,232 ) Total notes payable, net $ 4,868,191 $ 4,524,611 Unsecured Credit Facility and term loans Unsecured Credit Facility - Revolving Facility $ — $ — 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 Net unamortized debt issuance costs ( 3,673 ) ( 7,281 ) Total Unsecured Credit Facility and term loans $ 296,327 $ 642,719 Total debt obligations, net $ 5,164,518 $ 5,167,330 (1) Stated interest rates as of December 31, 2021 do not include the impact of the Company’s interest rate swap agreements (described below). (2) The weighted average stated interest rate on the Company’s unsecured notes was 3.57 % as of December 31, 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 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 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. Loss on F-31 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. The Company was in compliance with these covenants as of December 31, 2021. Debt Maturities As of December 31, 2021 and 2020, the Company had accrued interest of $ 46.3 million and $ 47.2 million outstanding, respectively. As of December 31, 2021, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2022 $ 250,000 2023 — 2024 800,000 2025 700,000 2026 607,542 Thereafter 2,810,911 Total debt maturities 5,168,453 Net unamortized premium 26,651 Net unamortized debt issuance costs ( 30,586 ) Total debt obligations, net $ 5,164,518 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. 8. Fair Value Disclosures All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below: December 31, 2021 December 31, 2020 Carrying Amounts Fair Value Carrying Amounts Fair Value Notes payable $ 4,868,191 $ 5,166,291 $ 4,524,611 $ 5,012,523 Unsecured Credit Facility and term loans 296,327 300,629 642,719 651,639 Total debt obligations, net $ 5,164,518 $ 5,466,920 $ 5,167,330 $ 5,664,162 As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy). In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. F-32 Recurring Fair Value The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Levels 1 and 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company’s interest rate derivatives. The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis: Fair Value Measurements as of December 31, 2021 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 20,224 $ 6,304 $ 13,920 $ — Liabilities: Interest rate derivatives $ ( 12,585 ) $ — $ ( 12,585 ) $ — Fair Value Measurements as of December 31, 2020 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities (1) $ 19,548 $ 980 $ 18,568 $ — Liabilities: Interest rate derivatives $ ( 28,225 ) $ — $ ( 28,225 ) $ — (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 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. 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 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. Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy. The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. 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 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Assets: Properties (1)(2)(3) $ 27,184 $ — $ — $ 27,184 $ 11,544 (1) Excludes properties disposed of prior to December 31, 2020. F-33 (2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2020 includes: (i) $ 14.0 million related to Northmall Centre; and (ii) $ 8.3 million related to The Pines Shopping Center. (3) The carrying value of properties remeasured to fair value based upon a discounted cash flow analysis during the year ended December 31, 2020 includes $ 4.9 million related to Spring Mall. The capitalization rate of 8.0 % and 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. 9. Revenue Recognition The Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay their proportionate share of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties. As of December 31, 2021, the fixed contractual lease payments to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below, assuming that no leases are renewed and no renewal options are exercised. The table below includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The table does not include variable lease payments 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 2022 $ 840,236 2023 752,788 2024 643,580 2025 531,778 2026 434,725 Thereafter 1,345,610 The Company recognized $ 6.0 million, $ 4.2 million, and $ 7.5 million of rental income based on percentage rents for the years ended December 31, 2021, 2020, and 2019, respectively. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. 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. COVID-19 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 F-34 regarding rent concessions resulting from COVID-19, which would not require entities to account for the rent concessions as lease modifications or to determine whether rent concessions were contractually obligated in each original lease. Rent abatements would be recognized as reductions to revenue during the period in which they were granted. Rent deferrals would result in an increase to “Receivables, net” during the deferral period with no impact on rental revenue recognition. Any rent concession that is either unrelated to COVID-19 or substantially increases the total consideration due under the lease does not qualify for consideration under the Q&A. The Company has evaluated the impact of the Q&A and has made the following policy elections: • The Company accounts for COVID-19 rent deferrals and abatements that significantly increase the consideration due under the lease as lease modifications in accordance with ASC 842. As a result, rental revenue recognition is reduced by the amount of the deferral or abatement in the period it was granted and straight-line rental income recognition is updated over the remaining lease term. • The Company does not account for COVID-19 rent deferrals that do not significantly increase the consideration due under the lease as lease modifications. As a result, rental revenue recognition, 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 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, 2021 Year Ended December 31, 2020 Deferrals Abatements Deferrals Abatements Lease payments (lease modifications) $ 2,186 $ 2,153 $ 3,544 $ 2,103 Lease payments (not lease modifications) 13,482 4,057 42,080 2,096 $ 15,668 $ 6,210 $ 45,624 $ 4,199 The following table presents the deferrals that were not lease modifications and were included in Receivables, net on the Company’s Consolidated Balance Sheets: COVID-19 Deferred Receivable Beginning balance, March 31, 2020 $ — Deferred lease payments (not lease modifications) 42,080 Deferred lease payments deemed uncollectible ( 17,928 ) Deferred lease payments received ( 8,793 ) Ending balance, December 31, 2020 15,359 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 F-35 10. Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company recognizes 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. The following tables present additional information pertaining to the Company’s operating leases: Year Ended December 31, Supplemental Statements of Operations Information 2021 2020 2019 Operating lease costs $ 5,920 $ 7,058 $ 6,838 Short-term lease costs 1 39 39 Variable lease costs 329 519 436 Total lease costs $ 6,250 $ 7,616 $ 7,313 Year Ended December 31, Supplemental Statements of Cash Flows Information 2021 2020 2019 Operating cash outflows from operating leases $ 6,147 $ 7,066 $ 6,954 ROU assets obtained in exchange for operating lease liabilities — 1,174 44,845 ROU assets written off due to dispositions and lease modifications ( 229 ) ( 1,748 ) — Operating Lease Liabilities As of December 31, 2021 Future minimum operating lease payments: 2022 $ 5,986 2023 5,296 2024 5,203 2025 4,902 2026 4,177 Thereafter 20,894 Total future minimum operating lease payments 46,458 Less: imputed interest ( 12,745 ) Operating lease liabilities $ 33,713 As of December 31, Supplemental Balance Sheets Information 2021 2020 Operating lease liabilities (1)(2) $ 33,713 $ 38,599 ROU assets (1)(3) 29,325 34,006 (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. (3) These amounts are included in Other assets on the Company’s Consolidated Balance Sheets. As of December 31, 2021, there were no material leases that have been executed but not yet commenced. F-36 11. Equity and Capital ATM Program In January 2020, the Company established an at-the-market equity offering program (the “ATM Program”) through which the Company may sell from time to time up to an aggregate of $ 400.0 million of its common stock through sales agents. 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. 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 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. The Company incurred commissions of less than $ 0.1 million in conjunction with the Program for the year ended December 31, 2020. During the year ended December 31, 2019, the Company repurchased 0.8 million shares of common stock under the Prior Program at an average price per share of $ 17.43 for a total of $ 14.6 million, excluding commissions. The Company incurred commissions of less than $ 0.1 million in conjunction with the Prior Program for the year ended December 31, 2019. As of December 31, 2021, the Program had $ 375.0 million of available repurchase capacity. Common Stock In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations. During the years ended December 31, 2021 and 2020, the Company withheld 0.3 million and 0.2 million shares of its common stock, respectively. Dividends and Distributions Because Brixmor Property Group Inc. is a holding company and has no material assets other than its ownership of BPG Sub, through which it owns the Operating Partnership, and no material operations other than those conducted by the Operating Partnership, distributions are funded as follows: • first, the Operating Partnership makes distributions to its partners that are holders of OP Units, including BPG Sub; • second, BPG Sub distributes to Brixmor Property Group Inc. its share of such distributions; and • third, Brixmor Property Group Inc. distributes the amount authorized by its Board of Directors and declared by Brixmor Property Group Inc. to its common stockholders on a pro rata basis. During the years ended December 31, 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. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. F-37 12. Stock Based Compensation During the year ended December 31, 2013, the Board of Directors approved the 2013 Omnibus Incentive Plan (the “Plan”). The Plan provides for a maximum of 15.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock and RSUs, OP Units, performance awards, and other stock-based awards. During the years ended December 31, 2021, 2020, and 2019, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions. Certain tranches are also subject to performance-based or market-based criteria, which contain a threshold, target, above target, and maximum number of units which can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period. Tranches that only have a service-based component can only earn a target number of units. The aggregate number of RSUs granted, assuming that the target level of performance is achieved, was 1.0 million, 0.7 million, and 0.8 million for the years ended December 31, 2021, 2020, and 2019, respectively, with vesting periods ranging from one to five years . For the performance-based and service-based RSUs granted, fair value is based on the Company’s grant date stock price. For the market-based RSUs granted, 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 % 2.55 % Weighted average common stock dividend yield 4.1 % - 5.8 % 5.9 % - 6.0 % 5.6 % Information with respect to RSUs for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands): Restricted Shares Aggregate Intrinsic Value Outstanding, December 31, 2018 1,498 $ 30,631 Vested ( 314 ) ( 6,592 ) Granted 789 15,630 Forfeited ( 207 ) ( 4,167 ) Outstanding, December 31, 2019 1,766 35,502 Vested ( 462 ) ( 8,139 ) Granted 753 13,760 Forfeited ( 83 ) ( 1,495 ) Outstanding, December 31, 2020 1,974 39,628 Vested ( 834 ) ( 14,396 ) Granted 1,225 22,406 Forfeited ( 57 ) ( 1,091 ) Outstanding, December 31, 2021 2,308 $ 46,547 During the years ended December 31, 2021, 2020, and 2019, the Company recognized $ 18.6 million, $ 11.9 million, and $ 13.6 million of equity compensation expense, respectively, of which $ 1.5 million, $ 0.9 million, and $ 0.9 million was capitalized, respectively. These amounts are included in General and administrative on the Company’s Consolidated Statements of Operations. As of December 31, 2021, the Company had $ 20.2 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.2 years. F-38 13. Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such stockholders have rights to receive non-forfeitable dividends. Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the years ended December 31, 2021, 2020, and 2019 (dollars in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Computation of Basic Earnings Per Share: Net income $ 270,187 $ 121,173 $ 274,773 Non-forfeitable dividends on unvested restricted shares ( 748 ) ( 410 ) ( 649 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 269,439 $ 120,763 $ 274,124 Weighted average shares outstanding – basic 297,408 296,972 298,229 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.91 $ 0.41 $ 0.92 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 269,439 $ 120,763 $ 274,124 Weighted average shares outstanding – basic 297,408 296,972 298,229 Effect of dilutive securities: Equity awards 1,427 927 1,105 Weighted average shares outstanding – diluted 298,835 297,899 299,334 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 0.90 $ 0.41 $ 0.92 F-39 14. Earnings per Unit Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common unitholders, including any participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities, as such unitholders have rights to receive non-forfeitable dividends. Fully-diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership’s common units. The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the years ended December 31, 2021, 2020, and 2019 (dollars in thousands, except per unit data): Year Ended December 31, 2021 2020 2019 Computation of Basic Earnings Per Unit: Net income $ 270,187 $ 121,173 $ 274,773 Non-forfeitable dividends on unvested restricted units ( 748 ) ( 410 ) ( 649 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 269,439 $ 120,763 $ 274,124 Weighted average common units outstanding – basic 297,408 296,972 298,229 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.91 $ 0.41 $ 0.92 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 269,439 $ 120,763 $ 274,124 Weighted average common units outstanding – basic 297,408 296,972 298,229 Effect of dilutive securities: Equity awards 1,427 927 1,105 Weighted average common units outstanding – diluted 298,835 297,899 299,334 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 0.90 $ 0.41 $ 0.92 F-40 15. Commitments and Contingencies Legal Matters 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. 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 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. 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 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. Activity in the reserve for losses for the years ended December 31, 2021 and 2020 is summarized as follows: Year End December 31, 2021 2020 Balance at the beginning of the year $ 10,960 $ 12,345 Incurred related to: Current year 2,808 2,911 Prior years ( 955 ) ( 1,962 ) Total incurred 1,853 949 Paid related to: Current year 4 ( 141 ) Prior years ( 2,722 ) ( 2,193 ) Total paid ( 2,718 ) ( 2,334 ) Balance at the end of the year $ 10,095 $ 10,960 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 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, 2021, 2020, and 2019, the Company did no t incur any material governmental fines resulting from environmental matters. F-41 16. Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Code. To qualify as a REIT, the Parent Company must meet several organizational and operational requirements, including a requirement that it 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. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. The Parent Company conducts substantially all of its operations through the Operating Partnership, which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the Consolidated Financial Statements of the Company. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, it is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable. 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. These amounts are included in Other on the Company’s Consolidated Statements of Operations. 17. Related-Party Transactions In the ordinary course of conducting its business, the Company enters into agreements with its affiliates in relation to the leasing and management of its real estate assets. As of December 31, 2021 and 2020, there were no material receivables from or payables to related parties. During the years ended December 31, 2021, 2020, and 2019, the Company did no t engage in any material related-party transactions. 18. Retirement Plan The Company has a Retirement and 401(k) Savings Plan (the “Savings Plan”) covering officers and employees of the Company. Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan and the Company makes a matching contribution to the Savings Plan, up to a maximum of 3 % of the employee’s eligible compensation. For the years ended December 31, 2021, 2020, and 2019, the Company’s expense for the Savings Plan was $ 1.6 million, $ 1.6 million, and $ 1.2 million, respectively. These amounts are included in General and administrative on the Company’s Consolidated Statements of Operations. 19. Supplemental Financial Information No retrospective adjustments were made to the Company’s Consolidated Financial Statements for the years ended December 31, 2021 and 2020. 20. Subsequent Events In preparing the Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 2021 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from December 31, 2021 through the date the financial statements were issued. F-42 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS None. F-43 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Springdale Mobile, AL $ 7,460 $ 32,942 $ 33,096 $ 7,460 $ 66,038 $ 73,498 $ ( 20,746 ) 2004 Jun-11 40 years Northmall Centre Tucson, AZ 3,140 16,119 ( 490 ) 2,202 16,567 18,769 ( 6,363 ) 1996 Jun-11 40 years Bakersfield Plaza Bakersfield, CA 4,000 24,662 15,896 4,502 40,056 44,558 ( 15,750 ) 1970 Jun-11 40 years Carmen Plaza Camarillo, CA 5,410 16,955 3,885 5,410 20,840 26,250 ( 6,336 ) 2000 Jun-11 40 years Plaza Rio Vista Cathedral, CA 2,465 12,534 365 2,465 12,899 15,364 ( 4,034 ) 2005 Oct-13 40 years Cudahy Plaza Cudahy, CA 4,490 12,100 19,027 4,778 30,839 35,617 ( 6,936 ) 2021 Jun-11 40 years University Mall Davis, CA 4,270 15,088 3,551 4,270 18,639 22,909 ( 4,978 ) 1964 Jun-11 40 years Felicita Plaza Escondido, CA 4,280 12,421 1,336 4,280 13,757 18,037 ( 5,714 ) 2001 Jun-11 40 years Felicita Town Center Escondido, CA 11,231 30,678 1,639 11,231 32,317 43,548 ( 7,362 ) 1987 Dec-16 40 years Arbor - Broadway Faire Fresno, CA 5,691 32,621 3,281 5,691 35,902 41,593 ( 13,872 ) 1995 Jun-11 40 years Lompoc Center Lompoc, CA 4,670 11,455 7,379 4,670 18,834 23,504 ( 6,572 ) 1960 Jun-11 40 years Briggsmore Plaza Modesto, CA 2,140 10,220 4,060 2,140 14,280 16,420 ( 5,117 ) 1998 Jun-11 40 years Montebello Plaza Montebello, CA 13,360 32,536 8,769 13,360 41,305 54,665 ( 16,623 ) 1974 Jun-11 40 years California Oaks Center Murrieta, CA 5,180 13,491 6,456 5,180 19,947 25,127 ( 6,362 ) 1990 Jun-11 40 years Pacoima Center Pacoima, CA 7,050 15,859 1,218 7,050 17,077 24,127 ( 9,611 ) 1995 Jun-11 40 years Metro 580 Pleasanton, CA 10,500 19,243 1,920 10,500 21,163 31,663 ( 9,119 ) 1996 Jun-11 40 years Rose Pavilion Pleasanton, CA 19,619 59,801 17,247 19,618 77,049 96,667 ( 22,705 ) 2019 Jun-11 40 years Puente Hills Town Center Rowland Heights, CA 15,670 37,458 6,564 15,670 44,022 59,692 ( 14,323 ) 1984 Jun-11 40 years Ocean View Plaza San Clemente, CA 15,750 29,565 2,933 15,750 32,498 48,248 ( 10,765 ) 1990 Jun-11 40 years Plaza By The Sea San Clemente, CA 9,607 5,440 4,897 9,607 10,337 19,944 ( 1,273 ) 1976 Dec-17 40 years Village at Mira Mesa San Diego, CA 14,870 69,872 39,559 14,870 109,431 124,301 ( 28,412 ) 2021 Jun-11 40 years San Dimas Plaza San Dimas, CA 11,490 20,461 8,365 15,101 25,215 40,316 ( 8,485 ) 1986 Jun-11 40 years Bristol Plaza Santa Ana, CA 9,110 20,709 4,006 9,722 24,103 33,825 ( 7,977 ) 2003 Jun-11 40 years Gateway Plaza Santa Fe Springs, CA 9,980 30,046 2,872 9,980 32,918 42,898 ( 13,994 ) 2002 Jun-11 40 years Santa Paula Center Santa Paula, CA 3,520 17,704 1,228 3,520 18,932 22,452 ( 8,165 ) 1995 Jun-11 40 years Vail Ranch Center Temecula, CA 3,750 20,901 3,496 3,750 24,397 28,147 ( 9,000 ) 2003 Jun-11 40 years Country Hills Shopping Center Torrance, CA 3,589 8,683 ( 104 ) 3,589 8,579 12,168 ( 2,968 ) 1977 Jun-11 40 years Upland Town Square Upland, CA 9,051 23,053 1,483 9,051 24,536 33,587 ( 4,895 ) 1994 Nov-17 40 years Gateway Plaza - Vallejo Vallejo, CA 11,880 66,525 32,790 12,947 98,248 111,195 ( 31,026 ) 2018 Jun-11 40 years Arvada Plaza Arvada, CO 1,160 7,378 593 1,160 7,971 9,131 ( 4,636 ) 1994 Jun-11 40 years Arapahoe Crossings Aurora, CO 13,676 52,586 17,912 13,676 70,498 84,174 ( 20,909 ) 1996 Jul-13 40 years Aurora Plaza Aurora, CO 3,910 7,809 3,179 3,910 10,988 14,898 ( 5,522 ) 1996 Jun-11 40 years Villa Monaco Denver, CO 3,090 6,095 5,192 3,090 11,287 14,377 ( 3,751 ) 1978 Jun-11 40 years Centennial Shopping Center Englewood, CO 6,755 11,697 258 6,755 11,955 18,710 ( 1,725 ) 2013 Apr-19 40 years Superior Marketplace Superior, CO 7,090 35,376 8,531 7,090 43,907 50,997 ( 15,754 ) 1997 Jun-11 40 years Westminster City Center Westminster, CO 6,040 40,717 16,151 6,040 56,868 62,908 ( 17,594 ) 2021 Jun-11 40 years The Shoppes at Fox Run Glastonbury, CT 3,550 22,424 4,705 3,600 27,079 30,679 ( 10,309 ) 1974 Jun-11 40 years Groton Square Groton, CT 2,730 27,583 2,417 2,730 30,000 32,730 ( 13,126 ) 1987 Jun-11 40 years Parkway Plaza Hamden, CT 4,100 7,633 251 4,100 7,884 11,984 ( 3,130 ) 2006 Jun-11 40 years The Manchester Collection Manchester, CT 8,200 46,870 ( 126 ) 8,200 46,744 54,944 ( 16,683 ) 2001 Jun-11 40 years Turnpike Plaza Newington, CT 3,920 23,558 68 3,920 23,626 27,546 ( 10,094 ) 2004 Jun-11 40 years North Haven Crossing North Haven, CT 5,430 15,889 3,083 5,430 18,972 24,402 ( 7,082 ) 1993 Jun-11 40 years Christmas Tree Plaza Orange, CT 4,870 13,724 3,316 4,870 17,040 21,910 ( 5,921 ) 1996 Jun-11 40 years Stratford Square Stratford, CT 5,860 11,650 7,281 5,860 18,931 24,791 ( 6,677 ) 1984 Jun-11 40 years Torrington Plaza Torrington, CT 2,180 12,807 3,719 2,180 16,526 18,706 ( 6,494 ) 1994 Jun-11 40 years Waterbury Plaza Waterbury, CT 4,793 16,230 2,969 4,793 19,199 23,992 ( 7,652 ) 2000 Jun-11 40 years Waterford Commons Waterford, CT 4,990 43,495 7,230 4,990 50,725 55,715 ( 18,355 ) 2004 Jun-11 40 years 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 Clearwater Mall Clearwater, FL 15,300 51,834 7,786 15,300 59,620 74,920 ( 18,369 ) 1973 Jun-11 40 years Coconut Creek Plaza Coconut Creek, FL 7,400 24,504 6,167 7,400 30,671 38,071 ( 11,094 ) 2005 Jun-11 40 years Century Plaza Shopping Center Deerfield Beach, FL 3,050 7,619 5,524 3,050 13,143 16,193 ( 3,999 ) 2006 Jun-11 40 years Northgate Shopping Center DeLand, FL 3,500 8,630 5,720 3,500 14,350 17,850 ( 3,671 ) 1993 Jun-11 40 years Sun Plaza Ft. Walton Beach, FL 4,480 12,544 1,693 4,480 14,237 18,717 ( 6,607 ) 2004 Jun-11 40 years Normandy Square Jacksonville, FL 1,936 5,373 1,666 1,936 7,039 8,975 ( 3,154 ) 1996 Jun-11 40 years Regency Park Shopping Center Jacksonville, FL 6,240 13,502 7,389 6,240 20,891 27,131 ( 6,767 ) 1985 Jun-11 40 years Ventura Downs Kissimmee, FL 3,580 7,092 6,331 3,580 13,423 17,003 ( 3,401 ) 2018 Jun-11 40 years Marketplace at Wycliffe Lake Worth, FL 7,930 13,368 2,304 7,930 15,672 23,602 ( 4,659 ) 2002 Jun-11 40 years Venetian Isle Shopping Ctr Lighthouse Point, FL 8,270 14,390 2,170 8,270 16,560 24,830 ( 6,044 ) 1992 Jun-11 40 years Marco Town Center Marco Island, FL 7,235 26,330 11,460 7,235 37,790 45,025 ( 7,367 ) 2021 Oct-13 40 years 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 F-44 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired 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 Park Shore Plaza Naples, FL 4,750 13,615 26,471 7,245 37,591 44,836 ( 12,180 ) 2017 Jun-11 40 years Chelsea Place New Port Richey, FL 3,303 9,685 680 3,303 10,365 13,668 ( 3,540 ) 1992 Oct-13 40 years Presidential Plaza West North Lauderdale, FL 2,070 5,424 2,347 2,070 7,771 9,841 ( 2,270 ) 2006 Jun-11 40 years Colonial Marketplace Orlando, FL 4,230 19,676 3,652 4,230 23,328 27,558 ( 9,298 ) 1986 Jun-11 40 years Conway Crossing Orlando, FL 3,163 12,007 1,064 3,163 13,071 16,234 ( 4,650 ) 2002 Oct-13 40 years Hunter's Creek Plaza Orlando, FL 3,589 5,776 3,535 3,589 9,311 12,900 ( 2,926 ) 1998 Oct-13 40 years Pointe Orlando Orlando, FL 6,120 51,321 54,354 6,120 105,675 111,795 ( 26,375 ) 2021 Jun-11 40 years Martin Downs Town Center Palm City, FL 1,660 9,749 415 1,660 10,164 11,824 ( 2,763 ) 1996 Oct-13 40 years Martin Downs Village Center Palm City, FL 5,319 28,223 2,594 5,319 30,817 36,136 ( 9,249 ) 1987 Jun-11 40 years 23rd Street Station Panama City, FL 3,120 6,860 3,094 3,120 9,954 13,074 ( 2,717 ) 1995 Jun-11 40 years Panama City Square Panama City, FL 5,690 8,900 12,464 5,690 21,364 27,054 ( 5,185 ) 1989 Jun-11 40 years East Port Plaza Port St. Lucie, FL 4,099 22,219 4,156 4,099 26,375 30,474 ( 8,155 ) 1991 Oct-13 40 years Shoppes of Victoria Square Port St. Lucie, FL 3,450 6,027 1,631 3,450 7,658 11,108 ( 3,117 ) 1990 Jun-11 40 years Lake St. Charles Riverview, FL 2,801 6,900 470 2,801 7,370 10,171 ( 2,090 ) 1999 Oct-13 40 years Cobblestone Village Royal Palm Beach, FL 2,700 4,880 1,030 2,700 5,910 8,610 ( 1,794 ) 2005 Jun-11 40 years Beneva Village Shoppes Sarasota, FL 4,013 16,966 14,145 4,013 31,111 35,124 ( 7,064 ) 2020 Oct-13 40 years Sarasota Village Sarasota, FL 5,190 12,476 4,040 5,190 16,516 21,706 ( 5,817 ) 1972 Jun-11 40 years Atlantic Plaza Satellite Beach, FL 2,630 10,479 3,377 2,630 13,856 16,486 ( 4,701 ) 2008 Jun-11 40 years Seminole Plaza Seminole, FL 3,870 7,934 12,888 3,870 20,822 24,692 ( 4,396 ) 2020 Jun-11 40 years Cobblestone Village St. Augustine, FL 8,189 33,062 5,380 8,189 38,442 46,631 ( 14,170 ) 2003 Jun-11 40 years Dolphin Village St. Pete Beach, FL 9,882 15,441 3,134 9,882 18,575 28,457 ( 5,007 ) 1990 Oct-13 40 years Rutland Plaza St. Petersburg, FL 3,880 8,091 2,041 3,880 10,132 14,012 ( 3,987 ) 2002 Jun-11 40 years Tyrone Gardens St. Petersburg, FL 5,690 9,654 2,735 5,690 12,389 18,079 ( 4,940 ) 2021 Jun-11 40 years Downtown Publix Stuart, FL 1,770 12,016 5,553 1,770 17,569 19,339 ( 5,167 ) 2000 Jun-11 40 years Sunrise Town Center Sunrise, FL 7,856 7,479 1,713 7,856 9,192 17,048 ( 3,109 ) 1989 Oct-13 40 years Carrollwood Center Tampa, FL 3,749 14,456 1,757 3,749 16,213 19,962 ( 5,779 ) 2002 Oct-13 40 years Ross Plaza Tampa, FL 2,640 10,906 1,255 2,640 12,161 14,801 ( 3,922 ) 1996 Oct-13 40 years Shoppes at Tarpon Tarpon Springs, FL 7,800 13,644 4,467 7,800 18,111 25,911 ( 8,251 ) 2003 Jun-11 40 years Venice Plaza Venice, FL 3,245 14,376 1,308 3,245 15,684 18,929 ( 3,912 ) 1999 Oct-13 40 years Venice Shopping Center Venice, FL 2,555 6,185 690 2,555 6,875 9,430 ( 2,273 ) 2000 Oct-13 40 years Venice Village Venice, FL 7,157 25,758 7,462 7,157 33,220 40,377 ( 5,148 ) 2021 Nov-17 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 Northeast Plaza Atlanta, GA 6,907 36,191 6,188 6,907 42,379 49,286 ( 13,361 ) 1952 Jun-11 40 years Augusta West Plaza Augusta, GA 1,070 5,698 2,816 1,070 8,514 9,584 ( 2,957 ) 2006 Jun-11 40 years Sweetwater Village Austell, GA 1,080 3,026 993 1,080 4,019 5,099 ( 1,989 ) 1985 Jun-11 40 years 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 Salem Road Station Covington, GA 670 11,366 922 670 12,288 12,958 ( 3,776 ) 2000 Oct-13 40 years Keith Bridge Commons Cumming, GA 1,501 14,755 1,247 1,601 15,902 17,503 ( 4,942 ) 2002 Oct-13 40 years Northside Dalton, GA 1,320 3,739 1,242 1,320 4,981 6,301 ( 2,262 ) 2001 Jun-11 40 years Cosby Station Douglasville, GA 2,650 6,553 861 2,650 7,414 10,064 ( 2,707 ) 1994 Jun-11 40 years Park Plaza Douglasville, GA 1,470 2,444 1,493 1,470 3,937 5,407 ( 1,346 ) 1986 Jun-11 40 years Westgate Dublin, GA 1,265 3,175 2,035 1,265 5,210 6,475 ( 1,468 ) 2004 Jun-11 40 years Venture Pointe Duluth, GA 2,460 7,933 5,612 2,460 13,545 16,005 ( 7,020 ) 1995 Jun-11 40 years Banks Station Fayetteville, GA 3,490 11,587 2,754 3,490 14,341 17,831 ( 5,913 ) 2006 Jun-11 40 years Barrett Place Kennesaw, GA 6,990 12,058 1,557 6,990 13,615 20,605 ( 5,670 ) 1992 Jun-11 40 years Shops of Huntcrest Lawrenceville, GA 2,093 17,498 853 2,093 18,351 20,444 ( 5,290 ) 2003 Oct-13 40 years Mableton Walk Mableton, GA 1,645 9,300 1,592 1,645 10,892 12,537 ( 3,804 ) 1994 Jun-11 40 years The Village at Mableton Mableton, GA 2,040 5,128 3,818 2,040 8,946 10,986 ( 3,508 ) 1959 Jun-11 40 years Marshalls at Eastlake Marietta, GA 2,650 2,557 1,652 2,650 4,209 6,859 ( 1,552 ) 1982 Jun-11 40 years New Chastain Corners Marietta, GA 3,090 7,744 3,352 3,090 11,096 14,186 ( 3,884 ) 2004 Jun-11 40 years Pavilions at Eastlake Marietta, GA 4,770 10,601 5,383 4,770 15,984 20,754 ( 6,137 ) 1996 Jun-11 40 years 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 Stockbridge Village Stockbridge, GA 5,872 15,410 4,496 5,872 19,906 25,778 ( 8,761 ) 2008 Jun-11 40 years Stone Mountain Festival Stone Mountain, GA 5,740 15,717 1,954 5,740 17,671 23,411 ( 8,560 ) 2006 Jun-11 40 years Wilmington Island Wilmington Island, GA 2,630 7,792 1,536 2,630 9,328 11,958 ( 3,027 ) 1985 Oct-13 40 years Haymarket Mall Des Moines, IA 2,055 9,139 948 2,055 10,087 12,142 ( 4,590 ) 1979 Jun-11 40 years Haymarket Square Des Moines, IA 3,360 7,569 6,450 3,360 14,019 17,379 ( 4,969 ) 1979 Jun-11 40 years Annex of Arlington Arlington Heights, IL 3,769 13,975 15,861 4,373 29,232 33,605 ( 9,978 ) 1999 Jun-11 40 years Ridge Plaza Arlington Heights, IL 3,720 8,846 5,781 3,720 14,627 18,347 ( 7,038 ) 2000 Jun-11 40 years F-45 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Southfield Plaza Bridgeview, IL 5,880 18,113 4,833 5,880 22,946 28,826 ( 9,422 ) 2006 Jun-11 40 years Commons of Chicago Ridge Chicago Ridge, IL 4,310 38,811 7,761 4,310 46,572 50,882 ( 19,122 ) 1998 Jun-11 40 years Rivercrest Shopping Center Crestwood, IL 7,010 35,416 21,112 11,010 52,528 63,538 ( 17,682 ) 1992 Jun-11 40 years The Commons of Crystal Lake Crystal Lake, IL 3,660 31,062 5,641 3,660 36,703 40,363 ( 12,947 ) 1987 Jun-11 40 years Elk Grove Town Center Elk Grove Village, IL 3,010 12,985 1,807 3,010 14,792 17,802 ( 4,081 ) 1998 Jun-11 40 years Freeport Plaza Freeport, IL 660 5,557 559 660 6,116 6,776 ( 3,865 ) 2000 Jun-11 40 years The Quentin Collection Kildeer, IL 5,780 24,215 3,871 6,002 27,864 33,866 ( 8,092 ) 2006 Jun-11 40 years Butterfield Square Libertyville, IL 3,430 12,677 3,450 3,430 16,127 19,557 ( 5,726 ) 1997 Jun-11 40 years High Point Centre Lombard, IL 7,510 18,347 11,900 7,510 30,247 37,757 ( 7,944 ) 2019 Jun-11 40 years Long Meadow Commons Mundelein, IL 4,700 11,312 3,525 4,700 14,837 19,537 ( 7,141 ) 1997 Jun-11 40 years Westridge Court Naperville, IL 10,560 60,874 31,870 10,560 92,744 103,304 ( 25,176 ) 1992 Jun-11 40 years Rollins Crossing Round Lake Beach, IL 3,040 22,860 2,251 3,040 25,111 28,151 ( 11,666 ) 1998 Jun-11 40 years Tinley Park Plaza Tinley Park, IL 12,250 19,589 22,914 12,250 42,503 54,753 ( 7,673 ) 2021 Jun-11 40 years Meridian Village Carmel, IN 2,089 7,011 3,333 2,089 10,344 12,433 ( 4,250 ) 1990 Jun-11 40 years Columbus Center Columbus, IN 1,480 13,293 5,013 1,480 18,306 19,786 ( 6,310 ) 1964 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 Speedway Super Center Speedway, IN 8,410 48,202 22,595 8,410 70,797 79,207 ( 22,282 ) 2021 Jun-11 40 years Sagamore Park Centre West Lafayette, IN 2,390 10,708 2,605 2,390 13,313 15,703 ( 5,366 ) 2018 Jun-11 40 years Westchester Square Lenexa, KS 3,250 13,693 4,680 3,250 18,373 21,623 ( 6,589 ) 1987 Jun-11 40 years West Loop Shopping Center Manhattan, KS 2,800 10,187 7,458 2,800 17,645 20,445 ( 7,231 ) 2013 Jun-11 40 years North Dixie Plaza Elizabethtown, KY 2,372 4,475 718 2,108 5,457 7,565 ( 1,906 ) 1992 Jun-11 40 years Florence Plaza - Florence Square Florence, KY 9,380 44,977 33,325 11,014 76,668 87,682 ( 26,210 ) 2014 Jun-11 40 years Jeffersontown Commons Jeffersontown, KY 3,920 14,384 1,378 3,920 15,762 19,682 ( 7,446 ) 1959 Jun-11 40 years London Marketplace London, KY 1,400 8,267 7,380 1,400 15,647 17,047 ( 3,633 ) 1994 Jun-11 40 years Eastgate Shopping Center Louisville, KY 4,300 13,228 3,469 4,300 16,697 20,997 ( 7,708 ) 2002 Jun-11 40 years Plainview Village Louisville, KY 2,600 9,358 2,502 2,600 11,860 14,460 ( 4,659 ) 1997 Jun-11 40 years Stony Brook I & II Louisville, KY 3,650 17,367 2,373 3,650 19,740 23,390 ( 8,174 ) 1988 Jun-11 40 years Points West Plaza Brockton, MA 2,200 8,140 3,481 2,200 11,621 13,821 ( 3,287 ) 1960 Jun-11 40 years Burlington Square I, II & III Burlington, MA 4,690 12,003 3,540 4,690 15,543 20,233 ( 5,290 ) 1992 Jun-11 40 years Holyoke Shopping Center Holyoke, MA 3,110 11,659 1,630 3,110 13,289 16,399 ( 6,004 ) 2000 Jun-11 40 years WaterTower Plaza Leominster, MA 10,400 36,198 4,955 10,400 41,153 51,553 ( 14,181 ) 2000 Jun-11 40 years Lunenberg Crossing Lunenburg, MA 930 1,668 1,255 930 2,923 3,853 ( 1,052 ) 1994 Jun-11 40 years Lynn Marketplace Lynn, MA 3,100 4,634 5,532 3,100 10,166 13,266 ( 2,031 ) 1968 Jun-11 40 years Webster Square Shopping Center Marshfield, MA 5,532 26,961 1,292 5,532 28,253 33,785 ( 7,480 ) 2005 Jun-15 40 years Berkshire Crossing Pittsfield, MA 2,771 29,926 4,438 2,771 34,364 37,135 ( 13,714 ) 1994 Jun-11 40 years Westgate Plaza Westfield, MA 2,494 7,752 3,122 2,494 10,874 13,368 ( 2,763 ) 1996 Jun-11 40 years Perkins Farm Marketplace Worcester, MA 2,150 16,280 6,960 2,150 23,240 25,390 ( 8,605 ) 1967 Jun-11 40 years South Plaza Shopping Center California, MD 2,174 23,100 265 2,174 23,365 25,539 ( 6,302 ) 2005 Oct-13 40 years Campus Village Shoppes College Park, MD 1,660 4,792 828 1,660 5,620 7,280 ( 1,847 ) 1986 Jun-11 40 years Fox Run Prince Frederick, MD 3,396 28,213 21,233 3,396 49,446 52,842 ( 11,699 ) 2021 Jun-11 40 years Pine Tree Shopping Center Portland, ME 2,860 18,623 2,326 2,860 20,949 23,809 ( 10,977 ) 1958 Jun-11 40 years Arborland Center Ann Arbor, MI 20,175 88,715 3,175 20,174 91,891 112,065 ( 22,069 ) 2000 Mar-17 40 years Maple Village Ann Arbor, MI 3,200 13,392 33,884 3,200 47,276 50,476 ( 11,255 ) 2020 Jun-11 40 years Grand Crossing Brighton, MI 1,780 7,056 2,464 1,780 9,520 11,300 ( 4,065 ) 2005 Jun-11 40 years Farmington Crossroads Farmington, MI 1,620 3,971 2,141 1,620 6,112 7,732 ( 2,756 ) 1986 Jun-11 40 years Silver Pointe Shopping Center Fenton, MI 3,840 11,892 4,647 3,840 16,539 20,379 ( 6,312 ) 1996 Jun-11 40 years Cascade East Grand Rapids, MI 1,280 4,733 3,283 1,280 8,016 9,296 ( 3,006 ) 1983 Jun-11 40 years Delta Center Lansing, MI 1,518 5,075 3,231 1,518 8,306 9,824 ( 3,703 ) 1985 Jun-11 40 years Lakes Crossing Muskegon, MI 1,274 11,242 2,893 1,200 14,209 15,409 ( 6,200 ) 2008 Jun-11 40 years Redford Plaza Redford, MI 7,510 17,249 8,225 7,510 25,474 32,984 ( 10,329 ) 1992 Jun-11 40 years Hampton Village Centre Rochester Hills, MI 5,370 43,546 21,150 5,370 64,696 70,066 ( 21,852 ) 2004 Jun-11 40 years Fashion Corners Saginaw, MI 1,940 17,590 786 1,940 18,376 20,316 ( 7,426 ) 2004 Jun-11 40 years Southfield Plaza Southfield, MI 1,320 3,348 2,718 1,320 6,066 7,386 ( 3,111 ) 1970 Jun-11 40 years 18 Ryan Sterling Heights, MI 3,160 8,045 2,303 3,160 10,348 13,508 ( 3,215 ) 1997 Jun-11 40 years Delco Plaza Sterling Heights, MI 2,860 4,852 2,599 2,860 7,451 10,311 ( 3,091 ) 1996 Jun-11 40 years West Ridge Westland, MI 1,800 5,189 5,979 1,800 11,168 12,968 ( 5,117 ) 1989 Jun-11 40 years Washtenaw Fountain Plaza Ypsilanti, MI 2,030 5,929 2,443 2,030 8,372 10,402 ( 2,894 ) 2005 Jun-11 40 years 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 Westwind Plaza Minnetonka, MN 2,630 11,117 2,483 2,630 13,600 16,230 ( 4,284 ) 2007 Jun-11 40 years Richfield Hub Richfield, MN 7,748 18,492 1,975 7,619 20,596 28,215 ( 6,641 ) 1952 Jun-11 40 years Roseville Center Roseville , MN 1,620 7,917 7,899 1,620 15,816 17,436 ( 3,249 ) 2021 Jun-11 40 years Marketplace @ 42 Savage, MN 5,150 10,636 6,034 5,150 16,670 21,820 ( 5,655 ) 1999 Jun-11 40 years Sun Ray Shopping Center St. 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 F-46 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Hub Shopping Center Independence, MO 850 7,486 1,396 850 8,882 9,732 ( 4,029 ) 1995 Jun-11 40 years Watts Mill Plaza Kansas City, MO 2,610 12,293 2,620 2,610 14,913 17,523 ( 4,606 ) 1997 Jun-11 40 years Liberty Corners Liberty, MO 2,530 8,416 3,485 2,530 11,901 14,431 ( 4,976 ) 1987 Jun-11 40 years Maplewood Square Maplewood, MO 1,450 2,958 2,130 1,450 5,088 6,538 ( 1,167 ) 1998 Jun-11 40 years Devonshire Place Cary, NC 940 3,267 6,068 940 9,335 10,275 ( 4,144 ) 1996 Jun-11 40 years McMullen Creek Market Charlotte, NC 10,590 22,490 8,698 10,590 31,188 41,778 ( 10,945 ) 1988 Jun-11 40 years The Commons at Chancellor Park Charlotte, NC 5,240 19,387 3,023 5,240 22,410 27,650 ( 8,834 ) 1994 Jun-11 40 years Macon Plaza Franklin, NC 770 3,278 957 770 4,235 5,005 ( 2,097 ) 2001 Jun-11 40 years Garner Towne Square Garner, NC 6,233 19,830 5,820 6,233 25,650 31,883 ( 6,654 ) 1997 Oct-13 40 years Franklin Square Gastonia, NC 7,060 27,556 5,530 7,060 33,086 40,146 ( 11,814 ) 1989 Jun-11 40 years Wendover Place Greensboro, NC 15,883 38,688 8,086 15,882 46,775 62,657 ( 17,019 ) 2000 Jun-11 40 years University Commons Greenville, NC 5,350 24,770 5,130 5,350 29,900 35,250 ( 10,854 ) 1996 Jun-11 40 years Valley Crossing Hickory, NC 2,130 5,677 9,552 2,130 15,229 17,359 ( 6,236 ) 2014 Jun-11 40 years Kinston Pointe Kinston, NC 2,180 8,432 631 2,180 9,063 11,243 ( 4,614 ) 2001 Jun-11 40 years Magnolia Plaza Morganton, NC 730 2,984 3,268 730 6,252 6,982 ( 1,504 ) 1990 Jun-11 40 years Roxboro Square Roxboro, NC 1,550 8,788 671 1,550 9,459 11,009 ( 5,276 ) 2005 Jun-11 40 years Innes Street Market Salisbury, NC 10,548 27,268 1,656 10,548 28,924 39,472 ( 13,697 ) 2002 Jun-11 40 years Crossroads Statesville, NC 3,724 9,034 1,848 3,724 10,882 14,606 ( 4,286 ) 1997 Jun-11 40 years Anson Station Wadesboro, NC 910 3,557 1,559 910 5,116 6,026 ( 2,142 ) 1988 Jun-11 40 years New Centre Market Wilmington, NC 5,730 14,339 5,162 5,730 19,501 25,231 ( 5,663 ) 1998 Jun-11 40 years University Commons Wilmington, NC 6,910 25,416 3,521 6,910 28,937 35,847 ( 10,735 ) 2007 Jun-11 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 Stratford Commons Winston-Salem, NC 2,770 8,866 482 2,770 9,348 12,118 ( 3,245 ) 1995 Jun-11 40 years Bedford Grove Bedford, NH 2,368 8,890 11,540 2,368 20,430 22,798 ( 4,657 ) 1989 Jun-11 40 years Capitol Shopping Center Concord, NH 2,160 11,020 2,218 2,160 13,238 15,398 ( 5,848 ) 2001 Jun-11 40 years Willow Springs Plaza Nashua , NH 3,490 18,228 1,909 3,490 20,137 23,627 ( 6,547 ) 1990 Jun-11 40 years Seacoast Shopping Center Seabrook , NH 2,230 6,820 2,033 2,230 8,853 11,083 ( 2,328 ) 1991 Jun-11 40 years Tri-City Plaza Somersworth, NH 1,900 9,160 6,974 1,900 16,134 18,034 ( 6,129 ) 1990 Jun-11 40 years Laurel Square Brick, NJ 5,400 17,384 11,478 5,400 28,862 34,262 ( 6,237 ) 2021 Jun-11 40 years The Shoppes at Cinnaminson Cinnaminson, NJ 6,030 44,753 5,667 6,030 50,420 56,450 ( 17,910 ) 2010 Jun-11 40 years Acme Clark Clark, NJ 2,630 8,351 92 2,630 8,443 11,073 ( 3,883 ) 2007 Jun-11 40 years Collegetown Shopping Center Glassboro, NJ 1,560 11,743 25,086 1,560 36,829 38,389 ( 7,569 ) 2021 Jun-11 40 years Hamilton Plaza Hamilton, NJ 1,580 7,110 17,392 1,580 24,502 26,082 ( 3,961 ) 1972 Jun-11 40 years Bennetts Mills Plaza Jackson, NJ 3,130 16,333 928 3,130 17,261 20,391 ( 6,481 ) 2002 Jun-11 40 years Marlton Crossing Marlton, NJ 5,950 43,499 30,548 5,950 74,047 79,997 ( 24,788 ) 2019 Jun-11 40 years Middletown Plaza Middletown, NJ 5,060 36,714 4,961 5,060 41,675 46,735 ( 12,654 ) 2001 Jun-11 40 years Larchmont Centre Mount Laurel, NJ 4,421 14,577 841 4,421 15,418 19,839 ( 3,887 ) 1985 Jun-15 40 years Old Bridge Gateway Old Bridge, NJ 7,200 35,619 15,045 7,200 50,664 57,864 ( 14,688 ) 2021 Jun-11 40 years Morris Hills Shopping Center Parsippany, NJ 3,970 27,823 6,141 3,970 33,964 37,934 ( 11,297 ) 1994 Jun-11 40 years Rio Grande Plaza Rio Grande, NJ 1,660 11,580 2,487 1,660 14,067 15,727 ( 4,970 ) 1997 Jun-11 40 years Ocean Heights Plaza Somers Point, NJ 6,110 33,757 2,337 6,110 36,094 42,204 ( 11,502 ) 2006 Jun-11 40 years Springfield Place Springfield, NJ 1,150 4,049 3,258 1,773 6,684 8,457 ( 2,299 ) 1965 Jun-11 40 years Tinton Falls Plaza Tinton Falls, NJ 3,080 11,413 2,448 3,080 13,861 16,941 ( 4,835 ) 2006 Jun-11 40 years Cross Keys Commons Turnersville, NJ 5,840 30,539 7,115 5,840 37,654 43,494 ( 13,093 ) 1989 Jun-11 40 years Parkway Plaza Carle Place, NY 5,790 18,688 3,310 5,790 21,998 27,788 ( 6,461 ) 1993 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 Suffolk Plaza East Setauket, NY 2,780 5,475 13,408 2,780 18,883 21,663 ( 3,054 ) 1998 Jun-11 40 years Three Village Shopping Center East Setauket, NY 5,310 15,621 804 5,310 16,425 21,735 ( 5,629 ) 1991 Jun-11 40 years Stewart Plaza Garden City, NY 6,040 20,293 17,267 6,040 37,560 43,600 ( 8,117 ) 2021 Jun-11 40 years Dalewood I, II & III Shopping Center Hartsdale, NY 6,900 55,718 8,955 6,900 64,673 71,573 ( 17,606 ) 1972 Jun-11 40 years Cayuga Mall Ithaca, NY 1,180 8,002 6,612 1,180 14,614 15,794 ( 5,107 ) 1969 Jun-11 40 years Kings Park Plaza Kings Park, NY 4,790 11,100 2,221 4,790 13,321 18,111 ( 4,709 ) 1985 Jun-11 40 years Village Square Shopping Center Larchmont, NY 1,320 4,808 1,179 1,320 5,987 7,307 ( 1,760 ) 1981 Jun-11 40 years Falcaro's Plaza Lawrence, NY 3,410 8,804 5,927 3,410 14,731 18,141 ( 3,694 ) 1972 Jun-11 40 years Mamaroneck Centre Mamaroneck, NY 1,460 755 13,551 2,198 13,568 15,766 ( 1,149 ) 2020 Jun-11 40 years Sunshine Square Medford, NY 7,350 23,045 3,093 7,350 26,138 33,488 ( 9,571 ) 2007 Jun-11 40 years Wallkill Plaza Middletown, NY 1,360 6,074 3,489 1,360 9,563 10,923 ( 4,239 ) 1986 Jun-11 40 years Monroe ShopRite Plaza Monroe, NY 1,840 15,788 824 1,840 16,612 18,452 ( 6,930 ) 1985 Jun-11 40 years Rockland Plaza Nanuet, NY 10,700 56,626 14,750 11,097 70,979 82,076 ( 19,945 ) 2006 Jun-11 40 years North Ridge Shopping Center New Rochelle, NY 4,910 8,864 3,199 4,910 12,063 16,973 ( 3,372 ) 1971 Jun-11 40 years Nesconset Shopping Center Port Jefferson Station, NY 5,510 19,752 5,558 5,510 25,310 30,820 ( 8,362 ) 1961 Jun-11 40 years Roanoke Plaza Riverhead, NY 5,050 14,771 1,796 5,050 16,567 21,617 ( 5,717 ) 2002 Jun-11 40 years 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 F-47 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Shoppes at Vestal Vestal, NY 1,340 14,531 261 1,340 14,792 16,132 ( 4,171 ) 2000 Jun-11 40 years Town Square Mall Vestal, NY 2,520 39,636 6,729 2,520 46,365 48,885 ( 16,242 ) 1991 Jun-11 40 years The Plaza at Salmon Run Watertown, NY 1,420 12,243 ( 3,087 ) 1,420 9,156 10,576 ( 3,887 ) 1993 Jun-11 40 years Highridge Plaza Yonkers, NY 6,020 16,074 3,294 6,020 19,368 25,388 ( 5,805 ) 1977 Jun-11 40 years Brunswick Town Center Brunswick, OH 2,930 18,132 2,379 2,930 20,511 23,441 ( 6,626 ) 2004 Jun-11 40 years Brentwood Plaza Cincinnati, OH 5,090 19,432 3,472 5,090 22,904 27,994 ( 8,961 ) 2004 Jun-11 40 years Delhi Shopping Center Cincinnati, OH 3,690 7,711 2,495 3,690 10,206 13,896 ( 4,167 ) 1973 Jun-11 40 years Harpers Station Cincinnati, OH 3,110 24,598 8,245 3,987 31,966 35,953 ( 12,291 ) 1994 Jun-11 40 years Western Hills Plaza Cincinnati, OH 8,690 25,100 17,406 8,690 42,506 51,196 ( 9,992 ) 2021 Jun-11 40 years Western Village Cincinnati, OH 3,370 12,097 1,836 3,420 13,883 17,303 ( 5,552 ) 2005 Jun-11 40 years Crown Point Columbus, OH 2,120 14,253 2,199 2,120 16,452 18,572 ( 7,457 ) 1980 Jun-11 40 years Greentree Shopping Center Columbus, OH 1,920 12,016 1,173 1,920 13,189 15,109 ( 6,668 ) 2005 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 Southland Shopping Center Middleburg Heights, OH 4,659 37,177 10,445 4,659 47,622 52,281 ( 18,029 ) 1951 Jun-11 40 years The Shoppes at North Olmsted North Olmsted, OH 510 3,987 44 510 4,031 4,541 ( 1,911 ) 2002 Jun-11 40 years Surrey Square Mall Norwood, OH 3,900 16,439 2,559 3,900 18,998 22,898 ( 7,546 ) 2010 Jun-11 40 years Brice Park Reynoldsburg, OH 2,606 11,698 23 1,900 12,427 14,327 ( 4,970 ) 1989 Jun-11 40 years Miracle Mile Shopping Plaza Toledo, OH 1,411 13,473 5,396 1,411 18,869 20,280 ( 8,771 ) 1955 Jun-11 40 years Marketplace Tulsa, OK 5,040 12,401 3,501 5,040 15,902 20,942 ( 7,802 ) 1992 Jun-11 40 years Village West Allentown, PA 4,180 22,593 1,884 4,180 24,477 28,657 ( 8,898 ) 1999 Jun-11 40 years Park Hills Plaza Altoona, PA 4,390 20,965 9,164 4,390 30,129 34,519 ( 10,120 ) 1985 Jun-11 40 years Bethel Park Shopping Center Bethel Park, PA 3,060 18,281 2,402 3,060 20,683 23,743 ( 9,649 ) 1965 Jun-11 40 years Lehigh Shopping Center Bethlehem, PA 6,980 30,098 10,347 6,980 40,445 47,425 ( 15,485 ) 1955 Jun-11 40 years Bristol Park Bristol, PA 3,180 18,807 2,682 3,180 21,489 24,669 ( 7,532 ) 1993 Jun-11 40 years Chalfont Village Shopping Center Chalfont, PA 1,040 3,625 ( 30 ) 1,040 3,595 4,635 ( 1,306 ) 1989 Jun-11 40 years New Britain Village Square Chalfont, PA 4,250 23,452 3,381 4,250 26,833 31,083 ( 8,340 ) 1989 Jun-11 40 years Collegeville Shopping Center Collegeville, PA 3,410 6,310 7,560 3,410 13,870 17,280 ( 4,554 ) 2020 Jun-11 40 years Plymouth Square Shopping Center Conshohocken, PA 17,002 43,945 18,561 17,001 62,507 79,508 ( 5,360 ) 1959 May-19 40 years Whitemarsh Shopping Center Conshohocken, PA 3,410 11,287 5,962 3,410 17,249 20,659 ( 4,826 ) 2002 Jun-11 40 years Valley Fair Devon, PA 1,810 3,783 1,689 1,810 5,472 7,282 ( 1,802 ) 2001 Jun-11 40 years Dickson City Crossings Dickson City, PA 3,780 29,062 6,015 4,800 34,057 38,857 ( 12,599 ) 1997 Jun-11 40 years Barn Plaza Doylestown, PA 8,780 27,925 3,340 8,780 31,265 40,045 ( 13,279 ) 2002 Jun-11 40 years Pilgrim Gardens Drexel Hill, PA 2,090 4,690 5,142 2,090 9,832 11,922 ( 4,264 ) 1955 Jun-11 40 years New Garden Center Kennett Square, PA 2,240 6,665 3,321 2,240 9,986 12,226 ( 3,720 ) 1979 Jun-11 40 years North Penn Market Place Lansdale, PA 3,060 4,909 1,889 3,060 6,798 9,858 ( 2,451 ) 1977 Jun-11 40 years Village at Newtown Newtown, PA 7,690 35,589 44,911 7,690 80,500 88,190 ( 15,541 ) 2021 Jun-11 40 years Ivyridge Philadelphia, PA 7,100 17,543 3,279 7,100 20,822 27,922 ( 5,887 ) 1963 Jun-11 40 years Roosevelt Mall Philadelphia, PA 10,970 85,839 16,865 10,970 102,704 113,674 ( 33,741 ) 2020 Jun-11 40 years Shoppes at Valley Forge Phoenixville, PA 2,010 12,010 2,480 2,010 14,490 16,500 ( 6,263 ) 2003 Jun-11 40 years County Line Plaza Souderton, PA 910 6,988 3,992 910 10,980 11,890 ( 4,674 ) 1971 Jun-11 40 years 69th Street Plaza Upper Darby, PA 640 4,315 1,019 640 5,334 5,974 ( 1,780 ) 1994 Jun-11 40 years Warminster Towne Center Warminster, PA 4,310 34,434 2,263 4,310 36,697 41,007 ( 12,881 ) 1997 Jun-11 40 years Shops at Prospect West Hempfield, PA 760 6,261 1,082 760 7,343 8,103 ( 2,684 ) 1994 Jun-11 40 years Whitehall Square Whitehall, PA 4,350 29,714 4,130 4,350 33,844 38,194 ( 11,792 ) 2006 Jun-11 40 years Wilkes-Barre Township Marketplace Wilkes-Barre , PA 2,180 15,930 4,174 2,180 20,104 22,284 ( 9,672 ) 2004 Jun-11 40 years Belfair Towne Village Bluffton, SC 4,265 30,308 3,473 4,265 33,781 38,046 ( 9,125 ) 2006 Jun-11 40 years Milestone Plaza Greenville, SC 2,563 15,295 3,172 2,563 18,467 21,030 ( 5,485 ) 1995 Oct-13 40 years Circle Center Hilton Head, SC 3,010 5,707 870 3,010 6,577 9,587 ( 3,336 ) 2000 Jun-11 40 years Island Plaza James Island, SC 2,940 8,467 4,159 2,940 12,626 15,566 ( 5,425 ) 1994 Jun-11 40 years 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 Hillcrest Market Place Spartanburg, SC 4,190 31,398 8,272 4,190 39,670 43,860 ( 14,934 ) 1965 Jun-11 40 years East Ridge Crossing Chattanooga , TN 1,222 3,924 701 1,222 4,625 5,847 ( 1,979 ) 1999 Jun-11 40 years Watson Glen Shopping Center Franklin, TN 5,220 13,075 3,363 5,220 16,438 21,658 ( 7,150 ) 1988 Jun-11 40 years Williamson Square Franklin, TN 7,730 17,472 10,657 7,730 28,129 35,859 ( 12,510 ) 1988 Jun-11 40 years Greeneville Commons Greeneville, TN 2,880 10,643 6,345 2,880 16,988 19,868 ( 5,087 ) 2002 Jun-11 40 years Kingston Overlook Knoxville, TN 2,060 3,727 3,715 2,060 7,442 9,502 ( 1,730 ) 1996 Jun-11 40 years The Commons at Wolfcreek Memphis, TN 22,530 48,316 31,409 23,240 79,015 102,255 ( 26,188 ) 2014 Jun-11 40 years Georgetown Square Murfreesboro, TN 3,250 7,147 3,350 3,716 10,031 13,747 ( 3,520 ) 2003 Jun-11 40 years Nashboro Village Nashville, TN 2,243 11,488 373 2,243 11,861 14,104 ( 4,336 ) 1998 Oct-13 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 Baytown Shopping Center Baytown, TX 3,410 9,082 1,189 3,410 10,271 13,681 ( 6,035 ) 1987 Jun-11 40 years El Camino Bellaire, TX 1,320 3,589 882 1,320 4,471 5,791 ( 1,875 ) 2008 Jun-11 40 years Townshire Bryan, TX 1,790 6,296 934 1,790 7,230 9,020 ( 4,040 ) 2002 Jun-11 40 years Central Station College Station, TX 4,340 19,214 5,068 4,340 24,282 28,622 ( 7,846 ) 1976 Jun-11 40 years Rock Prairie Crossing College Station, TX 2,401 13,247 521 2,401 13,768 16,169 ( 6,263 ) 2002 Jun-11 40 years F-48 Subsequent to Acquisition Gross Amount at Which Carried Life over Which Depreciated - Latest Income Statement Initial Cost to Company at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Constructed (2) Date Acquired Carmel Village Corpus Christi, TX 1,900 3,938 5,653 1,900 9,591 11,491 ( 2,204 ) 2019 Jun-11 40 years Claremont Village Dallas, TX 1,700 1,568 282 1,700 1,850 3,550 ( 684 ) 1976 Jun-11 40 years Kessler Plaza Dallas, TX 1,390 2,863 887 1,390 3,750 5,140 ( 1,347 ) 1975 Jun-11 40 years Stevens Park Village Dallas, TX 1,270 2,350 1,503 1,270 3,853 5,123 ( 2,194 ) 1974 Jun-11 40 years Webb Royal Plaza Dallas, TX 2,470 4,456 2,008 2,470 6,464 8,934 ( 3,118 ) 1961 Jun-11 40 years Wynnewood Village Dallas, TX 16,982 41,269 30,994 17,199 72,046 89,245 ( 19,224 ) 2021 Jun-11 40 years Parktown Deer Park, TX 2,790 6,814 1,175 2,790 7,989 10,779 ( 4,190 ) 1999 Jun-11 40 years Preston Ridge Frisco, TX 25,820 117,346 20,737 25,820 138,083 163,903 ( 46,239 ) 2018 Jun-11 40 years Ridglea Plaza Ft. Worth, TX 2,770 15,143 1,265 2,770 16,408 19,178 ( 6,291 ) 1990 Jun-11 40 years Trinity Commons Ft. Worth, TX 5,780 24,474 4,349 5,780 28,823 34,603 ( 11,729 ) 1998 Jun-11 40 years Village Plaza Garland, TX 3,230 6,403 1,576 3,230 7,979 11,209 ( 3,166 ) 2002 Jun-11 40 years Highland Village Town Center Highland Village, TX 3,370 5,148 2,762 3,370 7,910 11,280 ( 2,328 ) 1996 Jun-11 40 years Bay Forest Houston, TX 1,500 6,478 539 1,500 7,017 8,517 ( 2,770 ) 2004 Jun-11 40 years Beltway South Houston, TX 3,340 9,666 893 3,340 10,559 13,899 ( 4,968 ) 1998 Jun-11 40 years Braes Heights Houston, TX 1,700 13,942 9,970 1,700 23,912 25,612 ( 5,609 ) 2021 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 Broadway Houston, TX 1,720 5,150 2,733 1,720 7,883 9,603 ( 2,601 ) 2006 Jun-11 40 years Clear Lake Camino South Houston, TX 3,320 11,723 2,247 3,320 13,970 17,290 ( 5,106 ) 1964 Jun-11 40 years Hearthstone Corners Houston, TX 5,240 10,356 5,544 5,240 15,900 21,140 ( 4,723 ) 2019 Jun-11 40 years Jester Village Houston, TX 1,380 4,060 9,743 1,380 13,803 15,183 ( 1,577 ) 2021 Jun-11 40 years Jones Plaza Houston, TX 2,110 9,252 4,241 2,110 13,493 15,603 ( 3,473 ) 2021 Jun-11 40 years Jones Square Houston, TX 3,210 10,570 1,300 3,210 11,870 15,080 ( 4,470 ) 1999 Jun-11 40 years Maplewood Houston, TX 1,790 4,977 2,079 1,790 7,056 8,846 ( 2,433 ) 2004 Jun-11 40 years Merchants Park Houston, TX 6,580 30,721 4,718 6,580 35,439 42,019 ( 14,237 ) 2009 Jun-11 40 years Northgate Houston, TX 740 1,116 605 740 1,721 2,461 ( 572 ) 1972 Jun-11 40 years Northshore Houston, TX 5,970 21,918 4,877 5,970 26,795 32,765 ( 10,356 ) 2001 Jun-11 40 years Northtown Plaza Houston, TX 4,990 16,064 6,519 4,990 22,583 27,573 ( 6,442 ) 1960 Jun-11 40 years Orange Grove Houston, TX 3,670 15,229 1,891 3,670 17,120 20,790 ( 8,100 ) 2005 Jun-11 40 years Royal Oaks Village Houston, TX 4,620 29,153 2,266 4,620 31,419 36,039 ( 10,480 ) 2001 Jun-11 40 years Tanglewilde Center Houston, TX 1,620 6,911 2,361 1,620 9,272 10,892 ( 3,530 ) 1998 Jun-11 40 years Westheimer Commons Houston, TX 5,160 11,398 6,053 5,160 17,451 22,611 ( 7,743 ) 1984 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 Spencer Square Pasadena, TX 5,360 18,568 1,645 5,360 20,213 25,573 ( 7,974 ) 1998 Jun-11 40 years Pearland Plaza Pearland, TX 3,020 8,411 2,269 3,020 10,680 13,700 ( 4,330 ) 1995 Jun-11 40 years Market Plaza Plano, TX 6,380 18,923 1,954 6,380 20,877 27,257 ( 7,795 ) 2002 Jun-11 40 years Preston Park Village Plano, TX 8,506 74,066 4,715 8,506 78,781 87,287 ( 19,372 ) 1985 Oct-13 40 years Keegan's Meadow Stafford, TX 3,300 9,309 1,511 3,300 10,820 14,120 ( 3,921 ) 1999 Jun-11 40 years Texas City Bay Texas City, TX 3,780 14,976 10,295 3,780 25,271 29,051 ( 7,396 ) 2005 Jun-11 40 years Windvale Center The Woodlands, TX 3,460 6,201 1,125 3,460 7,326 10,786 ( 2,111 ) 2002 Jun-11 40 years Culpeper Town Square Culpeper, VA 3,200 6,669 1,966 3,200 8,635 11,835 ( 3,001 ) 1999 Jun-11 40 years Hanover Square Mechanicsville, VA 3,540 14,408 6,637 3,540 21,045 24,585 ( 6,272 ) 1991 Jun-11 40 years Tuckernuck Square Richmond, VA 2,400 9,022 3,141 2,400 12,163 14,563 ( 3,710 ) 1981 Jun-11 40 years Cave Spring Corners Roanoke, VA 3,060 10,928 1,058 3,060 11,986 15,046 ( 5,907 ) 2005 Jun-11 40 years Hunting Hills Roanoke, VA 1,116 7,308 2,692 1,116 10,000 11,116 ( 4,481 ) 1989 Jun-11 40 years Hilltop Plaza Virginia Beach, VA 5,154 20,471 5,954 5,154 26,425 31,579 ( 9,460 ) 2010 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 Spring Mall Greenfield, WI 1,768 8,813 ( 3,406 ) 912 6,263 7,175 ( 2,420 ) 2003 Jun-11 40 years Mequon Pavilions Mequon, WI 7,520 27,111 13,768 7,520 40,879 48,399 ( 13,262 ) 1967 Jun-11 40 years Moorland Square Shopping Ctr New Berlin, WI 2,080 8,711 1,818 2,080 10,529 12,609 ( 4,174 ) 1990 Jun-11 40 years Paradise Pavilion West Bend, WI 1,510 15,110 1,500 1,510 16,610 18,120 ( 7,752 ) 2000 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 Remaining portfolio Various — — 6,270 — 6,270 6,270 ( 153 ) $ 1,755,181 $ 6,534,320 $ 2,138,913 $ 1,773,448 $ 8,654,966 $ 10,428,414 $ ( 2,813,329 ) (1) As of December 31, 2021, all of the Company’s shopping centers were unencumbered. (2) Year constructed is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred. As of December 31, 2021, the aggregate cost for federal income tax purposes was approximately $ 11.6 billion. F-49 Year Ending December 31, 2021 2020 2019 [a] Reconciliation of total real estate carrying value is as follows: Balance at beginning of year $ 10,163,561 $ 10,123,600 $ 10,098,777 Acquisitions and improvements 579,156 276,321 478,719 Real estate held for sale ( 23,520 ) ( 21,927 ) ( 36,836 ) Impairment of real estate ( 1,898 ) ( 19,551 ) ( 24,402 ) Cost of property sold ( 211,218 ) ( 102,688 ) ( 305,380 ) Write-off of assets no longer in service ( 77,667 ) ( 92,194 ) ( 87,278 ) Balance at end of year $ 10,428,414 $ 10,163,561 $ 10,123,600 [b] Reconciliation of accumulated depreciation as follows: Balance at beginning of year $ 2,659,448 $ 2,481,250 $ 2,349,127 Depreciation expense 314,689 295,645 299,993 Property sold ( 75,870 ) ( 42,658 ) ( 99,305 ) Write-off of assets no longer in service ( 84,938 ) ( 74,789 ) ( 68,565 ) Balance at end of year $ 2,813,329 $ 2,659,448 $ 2,481,250 F-50