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, 2022. 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 37 regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on BPG’s financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, BPG conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on its assessment and those criteria, BPG’s management concluded that its internal control over financial reporting was effective as of December 31, 2022. 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, 2022 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, 2022. 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. 38 Under the supervision and with the participation of its management, including its principal executive officer and principal financial officer, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the COSO of the Treadway Commission. Based on its assessment and those criteria, the Operating Partnership’s management concluded that its internal control over financial reporting was effective as of December 31, 2022. 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, 2022 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. 39 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 2023 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 26, 2023 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 2022 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 2023 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 26, 2023 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 2022 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 2023 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 26, 2023 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 2022 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 26, 2023 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 2022 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 26, 2023 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 2022 fiscal year covered by this Form 10-K. 40 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, 2022 and 2021 F- 8 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 F- 9 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 F- 10 Consolidated Statement of Changes in Equity for the Years Ended December 31, 2022, 2021 and 2020 F- 11 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 F- 12 Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2022 and 2021 F- 13 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 F- 14 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 F- 15 Consolidated Statement of Changes in Capital for the Years Ended December 31, 2022, 2021 and 2020 F- 16 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 F- 17 Notes to Consolidated Financial Statements F- 18 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II – Valuation and Qualifying Accounts F- 39 Schedule III – Real Estate and Accumulated Depreciation F- 40 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 41 (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 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 4.4 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 4.5 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 4.6 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 4.7 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 42 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 4.8 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 4.9 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 4.10 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 4.11 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 4.12 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 4.13 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 4.14 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 4.15 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 4.16 Supplemental Indenture to the 1995 Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association 8-K 001-36160 10/17/2014 4.1 4.17 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 4.18 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 4.19 Description of Registered Securities 10-K 001-36160 2/7/2022 4.22 10.1* 2022 Omnibus Incentive Plan 8-K 001-36160 4/29/2022 10.1 10.2* Form of Director and Officer Indemnification Agreement S-11 333-190002 8/23/2013 10.19 43 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 10.3* Form of Director Restricted Stock Award Agreement — — — — x 10.4* Form of Brixmor Property Group Inc. Restricted Stock Unit Agreement (TRSUs, PRSUs, and OPRSUs) — — — — x 10.5* 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 10.6* 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 10.7* Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc. and Angela Aman 10-Q 001-36160 7/25/2016 10.2 10.8* First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Angela Aman 8-K 001-36160 3/8/2019 10.1 10.9* 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 10.10* 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 10.11* 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 10.12* 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 10.13* Employment Agreement, dated December 5, 2014, by and between Brixmor Property Group Inc. and Brian T. Finnegan 10-K 001-36160 2/13/2017 10.23 10.14* 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 10.15* 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 10.16* 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 10.17 Third Amended and Restated Revolving Credit Agreement, dated as of April 28, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto 10-Q 001-36160 5/2/2022 10.1 44 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 10.18 Amended and Restated Term Loan Agreement, dated as of April 28, 2022, 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-Q 001-36160 5/2/2022 10.2 10.19 Amendment No. 1 to Amended and Restated Term Loan Agreement, dated as of July 7, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto — — — — x 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 45 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of Filing Exhibit Number Filed Herewith 99.1 Property List — — — — x 101.INS XBRL Instance Document — — — — x 101.SCH XBRL Taxonomy Extension Schema Document — — — — x 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document — — — — x 101.DEF XBRL Taxonomy Extension Definition Linkbase Document — — — — x 101.LAB XBRL Taxonomy Extension Label Linkbase Document — — — — x 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document — — — — x 104 Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) x * Indicates management contract or compensatory plan or arrangement. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. Item 16. Form 10-K Summary None. 46 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 13, 2023 By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer) BRIXMOR OPERATING PARTNERSHIP LP Date: February 13, 2023 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 13, 2023 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 13, 2023 By: /s/ Angela Aman Angela Aman Chief Financial Officer (Principal Financial Officer) Date: February 13, 2023 By: /s/ Steven Gallagher Steven Gallagher Chief Accounting Officer (Principal Accounting Officer) Date: February 13, 2023 By: /s/ John G. Schreiber John G. Schreiber Chairman of the Board of Directors Date: February 13, 2023 By: /s/ Michael Berman Michael Berman Director Date: February 13, 2023 By: /s/ Sheryl M. Crosland Sheryl M. Crosland Director Date: February 13, 2023 By: /s/ Thomas W. Dickson Thomas W. Dickson Director Date: February 13, 2023 By: /s/ Daniel B. Hurwitz Daniel B. Hurwitz Director Date: February 13, 2023 By: /s/ William D. Rahm William D. Rahm Director Date: February 13, 2023 By: /s/ Juliann Bowerman Juliann Bowerman Director Date: February 13, 2023 By: /s/ Sandra A. J. Lawrence Sandra A. J. Lawrence Director 47 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, 2022 and 2021 F- 8 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 F- 9 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 F- 10 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2022, 2021 and 2020 F- 11 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 F- 12 Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2022 and 2021 F- 13 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 F- 14 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 F- 15 Consolidated Statements of Changes in Capital for the Years Ended December 31, 2022, 2021 and 2020 F- 16 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 F- 17 Notes to Consolidated Financial Statements F- 18 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II – Valuation and Qualifying Accounts F- 39 Schedule III – Real Estate and Accumulated Depreciation F- 40 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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 13, 2023, 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 matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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, 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, is 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. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 13, 2023 We have served as the Company's auditor since 2015. F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Brixmor Property Group Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2022, 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, 2022, 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, 2022, of the Company and our report dated February 13, 2023, 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 13, 2023 F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners and the Board of Directors of Brixmor Operating Partnership LP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP and Subsidiaries (the "Operating Partnership") as of December 31, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 13, 2023, 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 Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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, 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, is 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-5 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. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 13, 2023 We have served as the Operating Partnership’s auditor since 2015. F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners and the Board of Directors of Brixmor Operating Partnership LP Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Operating Partnership LP and Subsidiaries (the “Operating Partnership”) as of December 31, 2022, 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, 2022, 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, 2022, of the Operating Partnership and our report dated February 13, 2023, 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 13, 2023 F-7 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) December 31, 2022 December 31, 2021 Assets Real estate Land $ 1,820,358 $ 1,773,448 Buildings and improvements 9,077,993 8,654,966 10,898,351 10,428,414 Accumulated depreciation and amortization ( 2,996,759 ) ( 2,813,329 ) Real estate, net 7,901,592 7,615,085 Cash and cash equivalents 16,492 296,632 Restricted cash 4,767 1,111 Marketable securities 21,669 20,224 Receivables, net 264,146 234,873 Deferred charges and prepaid expenses, net 154,141 143,503 Real estate assets held for sale 10,439 16,131 Other assets 62,684 49,834 Total assets $ 8,435,930 $ 8,377,393 Liabilities Debt obligations, net $ 5,035,501 $ 5,164,518 Accounts payable, accrued expenses and other liabilities 535,419 494,529 Total liabilities 5,570,920 5,659,047 Commitments and contingencies (Note 15) — — Equity Common stock, $ 0.01 par value; authorized 3,000,000,000 shares; 309,042,754 and 306,337,045 shares issued and 299,915,762 and 297,210,053 shares outstanding 2,999 2,972 Additional paid-in capital 3,299,496 3,231,732 Accumulated other comprehensive income (loss) 8,851 ( 12,674 ) Distributions in excess of net income ( 446,336 ) ( 503,684 ) Total equity 2,865,010 2,718,346 Total liabilities and equity $ 8,435,930 $ 8,377,393 The accompanying notes are an integral part of these consolidated financial statements. F-8 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year Ended December 31, 2022 2021 2020 Revenues Rental income $ 1,217,362 $ 1,146,304 $ 1,050,943 Other revenues 712 5,970 2,323 Total revenues 1,218,074 1,152,274 1,053,266 Operating expenses Operating costs 141,408 132,042 111,678 Real estate taxes 170,383 165,746 168,943 Depreciation and amortization 344,731 327,152 335,583 Impairment of real estate assets 5,724 1,898 19,551 General and administrative 117,225 105,454 98,280 Total operating expenses 779,471 732,292 734,035 Other income (expense) Dividends and interest 314 299 482 Interest expense ( 192,427 ) ( 194,776 ) ( 199,988 ) Gain on sale of real estate assets 111,563 73,092 34,499 Loss on extinguishment of debt, net ( 221 ) ( 28,345 ) ( 28,052 ) Other ( 3,639 ) ( 65 ) ( 4,999 ) Total other expense ( 84,410 ) ( 149,795 ) ( 198,058 ) Net income $ 354,193 $ 270,187 $ 121,173 Net income per common share: Basic $ 1.18 $ 0.91 $ 0.41 Diluted $ 1.17 $ 0.90 $ 0.41 Weighted average shares: Basic 299,938 297,408 296,972 Diluted 301,742 298,835 297,899 The accompanying notes are an integral part of these consolidated financial statements. F-9 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2022 2021 2020 Net income $ 354,193 $ 270,187 $ 121,173 Other comprehensive income (loss) Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 22,226 15,640 ( 18,571 ) Change in unrealized gain (loss) on marketable securities ( 701 ) ( 256 ) 56 Total other comprehensive income (loss) 21,525 15,384 ( 18,515 ) Comprehensive income $ 375,718 $ 285,571 $ 102,658 The accompanying notes are an integral part of these consolidated financial statements. F-10 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except per share data) Common Stock Number Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Net Income Total Beginning balance, January 1, 2020 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 loss — — — 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 Common stock dividends ($ 0.980 per common share) — — — — ( 296,845 ) ( 296,845 ) Equity compensation expense — — 25,185 — — 25,185 Other comprehensive income — — — 21,525 — 21,525 Issuance of common stock 2,706 27 53,073 — — 53,100 Share-based awards retained for taxes — — ( 10,494 ) — — ( 10,494 ) Net income — — — — 354,193 354,193 Ending balance, December 31, 2022 299,916 $ 2,999 $ 3,299,496 $ 8,851 $ ( 446,336 ) $ 2,865,010 The accompanying notes are an integral part of these consolidated financial statements. F-11 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2022 2021 2020 Operating activities: Net income $ 354,193 $ 270,187 $ 121,173 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 344,731 327,152 335,583 Accretion of debt premium and discount, net ( 2,863 ) ( 2,862 ) ( 1,068 ) Deferred financing cost amortization 7,012 7,496 7,527 Accretion of above- and below-market leases, net ( 12,156 ) ( 12,603 ) ( 16,495 ) Tenant inducement amortization and other 3,965 4,944 3,579 Impairment of real estate assets 5,724 1,898 19,551 Gain on sale of real estate assets ( 111,563 ) ( 73,092 ) ( 34,499 ) Equity compensation expense, net 23,407 17,090 10,951 Loss on extinguishment of debt, net 221 28,345 28,052 Changes in operating assets and liabilities: Receivables, net ( 31,951 ) 2,189 ( 9,795 ) Deferred charges and prepaid expenses ( 38,445 ) ( 30,377 ) ( 22,560 ) Other assets ( 551 ) ( 448 ) ( 475 ) Accounts payable, accrued expenses and other liabilities 24,658 12,320 1,577 Net cash provided by operating activities 566,382 552,239 443,101 Investing activities: Improvements to and investments in real estate assets ( 330,356 ) ( 308,575 ) ( 284,756 ) Acquisitions of real estate assets ( 409,688 ) ( 258,807 ) ( 3,425 ) Proceeds from sales of real estate assets 279,815 237,404 122,387 Purchase of marketable securities ( 25,294 ) ( 17,475 ) ( 22,565 ) Proceeds from sale of marketable securities 23,070 16,448 21,110 Net cash used in investing activities ( 462,453 ) ( 331,005 ) ( 167,249 ) Financing activities: Repayment of secured debt obligations — — ( 7,000 ) Repayment of borrowings under unsecured revolving credit facility ( 675,000 ) — ( 653,000 ) Proceeds from borrowings under unsecured revolving credit facility 800,000 — 646,000 Proceeds from unsecured notes — 847,735 820,396 Repayment of borrowings under unsecured term loans and notes ( 250,000 ) ( 850,000 ) ( 500,000 ) Deferred financing and debt extinguishment costs ( 8,387 ) ( 33,718 ) ( 34,740 ) Proceeds from issuances of common shares 53,100 5,146 — Distributions to common stockholders ( 289,632 ) ( 257,229 ) ( 170,397 ) Repurchases of common shares — — ( 25,007 ) Repurchases of common shares in conjunction with equity award plans ( 10,494 ) ( 5,512 ) ( 3,540 ) Net cash provided by (used in) financing activities ( 380,413 ) ( 293,578 ) 72,712 Net change in cash, cash equivalents and restricted cash ( 276,484 ) ( 72,344 ) 348,564 Cash, cash equivalents and restricted cash at beginning of period 297,743 370,087 21,523 Cash, cash equivalents and restricted cash at end of period $ 21,259 $ 297,743 $ 370,087 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 16,492 $ 296,632 $ 368,675 Restricted cash 4,767 1,111 1,412 Cash, cash equivalents and restricted cash at end of period $ 21,259 $ 297,743 $ 370,087 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 3,081 , $ 4,009 and $ 4,231 $ 187,293 $ 191,048 $ 183,187 State and local taxes paid 1,951 1,652 3,577 The accompanying notes are an integral part of these consolidated financial statements. F-12 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except unit information) December 31, 2022 December 31, 2021 Assets Real estate Land $ 1,820,358 $ 1,773,448 Buildings and improvements 9,077,993 8,654,966 10,898,351 10,428,414 Accumulated depreciation and amortization ( 2,996,759 ) ( 2,813,329 ) Real estate, net 7,901,592 7,615,085 Cash and cash equivalents 15,565 281,474 Restricted cash 4,767 1,111 Marketable securities 21,669 20,224 Receivables, net 264,146 234,873 Deferred charges and prepaid expenses, net 154,141 143,503 Real estate assets held for sale 10,439 16,131 Other assets 62,684 49,834 Total assets $ 8,435,003 $ 8,362,235 Liabilities Debt obligations, net $ 5,035,501 $ 5,164,518 Accounts payable, accrued expenses and other liabilities 535,419 494,529 Total liabilities 5,570,920 5,659,047 Commitments and contingencies (Note 15) — — Capital Partnership common units; 309,042,754 and 306,337,045 units issued and 299,915,762 and 297,210,053 units outstanding 2,855,232 2,715,863 Accumulated other comprehensive loss 8,851 ( 12,675 ) Total capital 2,864,083 2,703,188 Total liabilities and capital $ 8,435,003 $ 8,362,235 The accompanying notes are an integral part of these consolidated financial statements. F-13 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) Year Ended December 31, 2022 2021 2020 Revenues Rental income $ 1,217,362 $ 1,146,304 $ 1,050,943 Other revenues 712 5,970 2,323 Total revenues 1,218,074 1,152,274 1,053,266 Operating expenses Operating costs 141,408 132,042 111,678 Real estate taxes 170,383 165,746 168,943 Depreciation and amortization 344,731 327,152 335,583 Impairment of real estate assets 5,724 1,898 19,551 General and administrative 117,225 105,454 98,280 Total operating expenses 779,471 732,292 734,035 Other income (expense) Dividends and interest 314 299 482 Interest expense ( 192,427 ) ( 194,776 ) ( 199,988 ) Gain on sale of real estate assets 111,563 73,092 34,499 Loss on extinguishment of debt, net ( 221 ) ( 28,345 ) ( 28,052 ) Other ( 3,639 ) ( 65 ) ( 4,999 ) Total other expense ( 84,410 ) ( 149,795 ) ( 198,058 ) Net income $ 354,193 $ 270,187 $ 121,173 Net income per common unit: Basic $ 1.18 $ 0.91 $ 0.41 Diluted $ 1.17 $ 0.90 $ 0.41 Weighted average units: Basic 299,938 297,408 296,972 Diluted 301,742 298,835 297,899 The accompanying notes are an integral part of these consolidated financial statements. F-14 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2022 2021 2020 Net income $ 354,193 $ 270,187 $ 121,173 Other comprehensive income (loss) Change in unrealized gain (loss) on interest rate swaps, net (Note 6) 22,226 15,640 ( 18,571 ) Change in unrealized gain (loss) on marketable securities ( 701 ) ( 256 ) 56 Total other comprehensive income (loss) 21,525 15,384 ( 18,515 ) Comprehensive income $ 375,718 $ 285,571 $ 102,658 The accompanying notes are an integral part of these consolidated financial statements. F-15 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (in thousands) Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total Beginning balance, January 1, 2020 $ 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 loss — 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 Distributions to partners ( 282,615 ) — ( 282,615 ) Equity compensation expense 25,185 — 25,185 Other comprehensive income — 21,526 21,526 Issuance of OP Units 53,100 — 53,100 Share-based awards retained for taxes ( 10,494 ) — ( 10,494 ) Net income attributable to Brixmor Operating Partnership LP 354,193 — 354,193 Ending balance, December 31, 2022 $ 2,855,232 $ 8,851 $ 2,864,083 The accompanying notes are an integral part of these consolidated financial statements. F-16 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2022 2021 2020 Operating activities: Net income $ 354,193 $ 270,187 $ 121,173 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 344,731 327,152 335,583 Accretion of debt premium and discount, net ( 2,863 ) ( 2,862 ) ( 1,068 ) Deferred financing cost amortization 7,012 7,496 7,527 Accretion of above- and below-market leases, net ( 12,156 ) ( 12,603 ) ( 16,495 ) Tenant inducement amortization and other 3,965 4,944 3,579 Impairment of real estate assets 5,724 1,898 19,551 Gain on sale of real estate assets ( 111,563 ) ( 73,092 ) ( 34,499 ) Equity compensation expense, net 23,407 17,090 10,951 Loss on extinguishment of debt, net 221 28,345 28,052 Changes in operating assets and liabilities: Receivables, net ( 31,951 ) 2,189 ( 9,795 ) Deferred charges and prepaid expenses ( 38,445 ) ( 30,377 ) ( 22,560 ) Other assets ( 551 ) ( 448 ) ( 475 ) Accounts payable, accrued expenses and other liabilities 24,658 12,320 1,577 Net cash provided by operating activities 566,382 552,239 443,101 Investing activities: Improvements to and investments in real estate assets ( 330,356 ) ( 308,575 ) ( 284,756 ) Acquisitions of real estate assets ( 409,688 ) ( 258,807 ) ( 3,425 ) Proceeds from sales of real estate assets 279,815 237,404 122,387 Purchase of marketable securities ( 25,294 ) ( 17,475 ) ( 22,565 ) Proceeds from sale of marketable securities 23,070 16,448 21,110 Net cash used in investing activities ( 462,453 ) ( 331,005 ) ( 167,249 ) Financing activities: Repayment of secured debt obligations — — ( 7,000 ) Repayment of borrowings under unsecured revolving credit facility ( 675,000 ) — ( 653,000 ) Proceeds from borrowings under unsecured revolving credit facility 800,000 — 646,000 Proceeds from unsecured notes — 847,735 820,396 Repayment of borrowings under unsecured term loans and notes ( 250,000 ) ( 850,000 ) ( 500,000 ) Deferred financing and debt extinguishment costs ( 8,387 ) ( 33,718 ) ( 34,740 ) Proceeds from issuances of OP Units 53,100 5,146 — Partner distributions and repurchases of OP Units ( 285,895 ) ( 267,885 ) ( 208,942 ) Net cash provided by (used in) financing activities ( 366,182 ) ( 298,722 ) 62,714 Net change in cash, cash equivalents and restricted cash ( 262,253 ) ( 77,488 ) 338,566 Cash, cash equivalents and restricted cash at beginning of period 282,585 360,073 21,507 Cash, cash equivalents and restricted cash at end of period $ 20,332 $ 282,585 $ 360,073 Reconciliation to consolidated balance sheets: Cash and cash equivalents $ 15,565 $ 281,474 $ 358,661 Restricted cash 4,767 1,111 1,412 Cash, cash equivalents and restricted cash at end of period $ 20,332 $ 282,585 $ 360,073 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $ 3,081 , $ 4,009 and $ 4,231 $ 187,293 $ 191,048 $ 183,187 State and local taxes paid 1,951 1,652 3,577 The accompanying notes are an integral part of these consolidated financial statements. F-17 BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, unless otherwise stated) 1. Nature of Business and Financial Statement Presentation Description of Business Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an internally-managed corporation that has elected to be taxed as a 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, 2022, the Company’s portfolio was comprised of 373 shopping centers (the “Portfolio”) totaling approximately 66 million square feet of GLA. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based 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, 2022 and 2021 and the consolidated results of its operations and cash flows for the years ended December 31, 2022, 2021, and 2020. 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, 2022. 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-18 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. 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 leases, which includes renewal periods with fixed rental terms that are considered to be below-market. The capitalized above-market or below-market intangibles are amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of the leases. 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, real estate taxes, and capital expenditures 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 the leases. F-19 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, 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, is 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 of the asset When management identifies a real estate asset 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 of the asset. 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, construction costs, real estate taxes, insurance, utilities, 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-20 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. 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 hedge accounting 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 transaction. 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, real estate taxes, and certain capital expenditures related to the maintenance of our properties, 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 sales of 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 uncollectible are recognized as a reduction to Rental income on the Company’s Consolidated Statements of Operations. F-21 Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. These agreements meet the criteria for recognition as leases under ASC 842. For these agreements the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non-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 ROU assets or lease liabilities 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, real estate taxes, and certain capital expenditures related to the maintenance of our properties, 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 the results of 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 The Parent Company 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, 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, the Parent Company 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 Parent Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and the Parent Company may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal, state, and local income taxes at regular corporate rates. Income taxes related to the Parent Company’s TRSs do not materially impact the Consolidated Financial Statements of the Company. F-22 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, 2022 and 2021. Open tax years generally range from 2019 through 2021 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 Any recently issued accounting standards or pronouncements 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, 2022, the Company acquired the following assets, in separate transactions: Description (1) Location Month Acquired GLA Aggregate Purchase Price (2) Brea Gateway Brea, CA Jan-22 181,819 $ 83,991 Land at Cobblestone Village St. Augustine, FL Jan-22 N/A 1,661 Arboretum Village Dallas, TX Jan-22 95,354 46,330 Ravinia Plaza Orland Park, IL Feb-22 101,800 26,160 Elmhurst Crossing Elmhurst, IL Apr-22 347,503 75,096 North Riverside Plaza Berwyn, IL Apr-22 383,884 60,114 West U Marketplace Houston, TX Apr-22 60,136 33,741 Waterford Commons - Ruby Tuesday Waterford, CT May-22 6,781 1,574 Lake Pointe Village Sugarland, TX Jun-22 162,263 80,971 Adjustments related to previously acquired assets Various Various N/A 50 1,339,540 $ 409,688 (1) No debt was assumed related to any of the listed acquisitions. (2) Aggregate purchase price includes $ 2.0 million of transaction costs, offset by $ 2.9 million of closing credits. 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-23 The aggregate purchase price of the assets acquired during the years ended December 31, 2022 and 2021, respectively, has been allocated as follows: Year Ended December 31, Assets 2022 2021 Land $ 84,361 $ 66,378 Buildings 294,241 160,743 Building and tenant improvements 33,352 25,577 Above-market leases (1) 701 629 In-place leases (2) 29,607 17,262 Total assets 442,262 270,589 Liabilities Below-market leases (3) $ 30,748 11,782 Other liabilities 1,826 — Total liabilities 32,574 11,782 Net assets acquired $ 409,688 $ 258,807 (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, 2022 was 6.5 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, 2022 was 12.1 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, 2022 was 20.1 years. 3. Dispositions and Assets Held for Sale During the year ended December 31, 2022, the Company disposed of 16 shopping centers and 10 partial shopping centers for aggregate net proceeds of $ 277.0 million resulting in aggregate gain of $ 109.2 million and aggregate impairment of $ 5.7 million. In addition, during the year ended December 31, 2022, the Company resolved contingencies related to previously disposed assets and had land at one shopping center seized through eminent domain for aggregate net proceeds of $ 2.8 million, resulting in aggregate gain of $ 2.4 million. 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. As of December 31, 2022, the Company had one property and two partial properties held for sale. As of December 31, 2021, the Company had one property and two partial properties 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, 2022 December 31, 2021 Land $ 1,988 $ 4,339 Buildings and improvements 13,864 19,181 Accumulated depreciation and amortization ( 5,625 ) ( 7,899 ) Real estate, net 10,227 15,621 Other assets 212 510 Assets associated with real estate assets held for sale $ 10,439 $ 16,131 There were no discontinued operations for the years ended December 31, 2022, 2021, and 2020 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations. F-24 4. Real Estate The Company’s components of Real estate, net consisted of the following: December 31, 2022 December 31, 2021 Land $ 1,820,358 $ 1,773,448 Buildings and improvements: Buildings and tenant improvements 8,535,279 8,110,742 Lease intangibles (1) 542,714 544,224 10,898,351 10,428,414 Accumulated depreciation and amortization (2) ( 2,996,759 ) ( 2,813,329 ) Total $ 7,901,592 $ 7,615,085 (1) As of December 31, 2022 and 2021, Lease intangibles consisted of $ 492.0 million and $ 491.0 million, respectively, of in-place leases and $ 50.7 million and $ 53.2 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (2) As of December 31, 2022 and 2021, Accumulated depreciation and amortization included $ 465.2 million and $ 480.9 million, respectively, of accumulated amortization related to Lease intangibles. In addition, as of December 31, 2022 and 2021, the Company had intangible liabilities relating to below-market leases of $ 349.7 million and $ 337.1 million, respectively, and accumulated accretion of $ 252.9 million and $ 256.2 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. Below-market lease accretion income, net of above-market lease amortization for the years ended December 31, 2022, 2021, and 2020 was $ 12.2 million, $ 12.6 million, and $ 16.5 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, 2022, 2021, and 2020 was $ 18.9 million, $ 15.2 million, and $ 19.1 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 2023 $ ( 10,550 ) $ 15,493 2024 ( 9,880 ) 12,042 2025 ( 8,452 ) 8,837 2026 ( 7,359 ) 6,340 2027 ( 6,265 ) 4,842 5. Impairments Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, 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 of the asset. F-25 The Company recognized the following impairments during the year ended December 31, 2022: Year Ended December 31, 2022 Property Name (1) Location GLA Impairment Charge Torrington Plaza (2) Torrington, CT 125,496 $ 3,509 Park Hills Plaza - Excluding Outparcels (2) Altoona, PA 238,829 1,127 New Garden Center (2) Kennett Square, PA 147,370 1,088 511,695 $ 5,724 (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, 2022. 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. 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 agreements 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 F-26 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, 2022 and 2021, 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. During the year ended December 31, 2022, the Company amended its interest rate swap agreements, contemporaneous with a modification of the Company's unsecured credit facility agreements, to facilitate reference rate reform, converting all outstanding swaps from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR"). As a result of these amendments, the Company has elected to apply additional expedients within ASU 2020-04, Reference Rate Reform (Topic 848) related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s), as qualifying changes were made to applicable debt and derivative contracts. Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2022 and 2021 is as follows: Number of Instruments Notional Amount December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Interest Rate Swaps 4 4 $ 300,000 $ 300,000 The Company has elected to present its interest rate derivatives on its Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of December 31, 2022 and 2020 is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: December 31, 2022 December 31, 2021 Gross derivative assets $ 9,640 $ — Gross derivative liabilities — ( 12,585 ) Net derivative assets (liabilities) $ 9,640 $ ( 12,585 ) 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 analyses on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivative, including the period to maturity, and use 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, 2022, 2021, and 2020 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Year Ended December 31, 2022 2021 2020 Change in unrealized gain (loss) on interest rate swaps $ 19,602 $ 5,144 $ ( 26,998 ) Amortization (accretion) of interest rate swaps to interest expense 2,624 10,496 8,427 Change in unrealized gain (loss) on interest rate swaps, net $ 22,226 $ 15,640 $ ( 18,571 ) The Company estimates that $ 6.8 million will be reclassified from accumulated other comprehensive income (loss) as a decrease 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, 2022, 2021, and 2020. F-27 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, 2022 and 2021, 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. 7. Debt Obligations As of December 31, 2022 and 2021, the Company had the following indebtedness outstanding: Carrying Value as of December 31, 2022 December 31, 2021 Stated Interest Rate (1) Scheduled Maturity Date Notes payable Unsecured notes (2) $ 4,618,453 $ 4,868,453 2.25 % – 7.97 % 2024 – 2031 Net unamortized premium 23,787 26,651 Net unamortized debt issuance costs ( 22,325 ) ( 26,913 ) Total notes payable, net $ 4,619,915 $ 4,868,191 Unsecured Credit Facility Revolving Facility $ 125,000 $ — 5.44 % 2026 Term Loan Facility (3) 300,000 300,000 5.41 % 2027 Net unamortized debt issuance costs ( 9,414 ) ( 3,673 ) Total Unsecured Credit Facility and term loans $ 415,586 $ 296,327 Total debt obligations, net $ 5,035,501 $ 5,164,518 (1) Stated interest rates as of December 31, 2022 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 3.69 % as of December 31, 2022. (3) Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on the $ 300 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59 % (plus a spread of 119 basis points) through July 26, 2024. 2022 Debt Transactions In April 2022, the Operating Partnership amended and restated its unsecured credit facility (the "Unsecured Credit Facility"). The amendment provided for (i) revolving loan commitments of $ 1.25 billion (the "Revolving Facility") scheduled to mature on June 30, 2026 (extending the applicable scheduled maturity date from February 28, 2023); and (ii) a continuation of the existing $ 300.0 million term loan scheduled to mature on July 26, 2027 (extending the applicable scheduled maturity date from July 26, 2024) and a new $ 200.0 million delayed draw term loan, scheduled to mature on July 26, 2027 (together, the "Term Loan Facility"). The Revolving Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments. In addition, the floating reference rate under the Unsecured Credit Facility has been amended from LIBOR to SOFR. During the year ended December 31, 2022, the Operating Partnership repaid $ 250.0 million principal amount of its Floating Rate Senior Notes due 2022 (the "2022 Notes"), representing all of the outstanding 2022 Notes, with available cash on hand. In addition, during the year ended December 31, 2022, the Operating Partnership borrowed $ 125.0 million, net of repayments, under its $ 1.25 billion Revolving Facility, the proceeds of which were used for general corporate purposes, including $ 129.9 million of acquisitions, net of dispositions. 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, 2022. F-28 Debt Maturities As of December 31, 2022 and 2021, the Company had accrued interest of $ 47.3 million and $ 46.3 million outstanding, respectively. As of December 31, 2022, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2023 $ — 2024 500,000 2025 700,000 2026 732,542 2027 700,000 Thereafter 2,410,911 Total debt maturities 5,043,453 Net unamortized premium 23,787 Net unamortized debt issuance costs ( 31,739 ) Total debt obligations, net $ 5,035,501 As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months. 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, 2022 December 31, 2021 Carrying Amounts Fair Value Carrying Amounts Fair Value Notes payable $ 4,619,915 $ 4,148,681 $ 4,868,191 $ 5,166,291 Unsecured Credit Facility 415,586 425,056 296,327 300,629 Total debt obligations, net $ 5,035,501 $ 4,573,737 $ 5,164,518 $ 5,466,920 As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy). In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. Recurring Fair Value The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Levels 1 and 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company’s interest rate derivatives. F-29 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, 2022 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) $ 21,669 $ 1,088 $ 20,581 $ — Interest rate derivatives $ 9,640 $ — $ 9,640 $ — Liabilities: Interest rate derivatives $ — $ — $ — $ — 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 ) $ — (1) As of December 31, 2022 and 2021, marketable securities included $ 0.8 million and $ 0.1 million of net unrealized losses, respectively. As of December 31, 2022, 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, 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. During the years ended December 31, 2022 and December 31, 2021, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022 and December 31, 2021, respectively. 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 a portion 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, 2022, 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 F-30 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 2023 $ 891,522 2024 801,802 2025 688,715 2026 586,755 2027 461,364 Thereafter 1,472,972 The Company recognized $ 9.0 million, $ 6.0 million, and $ 4.2 million of rental income based on percentage rents for the years ended December 31, 2022, 2021, and 2020, respectively. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. As of December 31, 2022 and 2021, receivables associated with the effects of recognizing rental income on a straight-line basis were $ 159.8 million and $ 139.5 million, respectively. F-31 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, 2022 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 a portion of property operating expenses, such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases: Year Ended December 31, Supplemental Statements of Operations Information 2022 2021 2020 Operating lease costs $ 5,937 $ 5,920 $ 7,058 Short-term lease costs — 1 39 Variable lease costs 207 329 519 Total lease costs $ 6,144 $ 6,250 $ 7,616 Year Ended December 31, Supplemental Statements of Cash Flows Information 2022 2021 2020 Operating cash outflows from operating leases $ 6,145 $ 6,147 $ 7,066 ROU assets obtained in exchange for operating lease liabilities 10,708 — 1,174 ROU assets reduction due to dispositions, held for sale, and lease modifications ( 171 ) ( 229 ) ( 1,748 ) Operating Lease Liabilities As of December 31, 2022 Future minimum operating lease payments: 2023 $ 6,056 2024 5,962 2025 5,661 2026 4,936 2027 2,689 Thereafter 32,956 Total future minimum operating lease payments 58,260 Less: imputed interest ( 18,337 ) Operating lease liabilities $ 39,923 As of December 31, Supplemental Balance Sheets Information 2022 2021 Operating lease liabilities (1)(2) $ 39,923 $ 33,713 ROU assets (1)(3) 35,754 29,325 (1) As of December 31, 2022 and 2021, the weighted average remaining lease term was 16.0 years and 12.7 years, respectively, and the weighted average discount rate was 4.43 % and 4.41 %, 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, 2022, there were no material leases that have been executed but not yet commenced. F-32 11. Equity and Capital ATM Program In November 2022, the Company issued a new 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 November 1, 2025, unless earlier terminated or extended by the Company's board of directors, sales agents, forward sellers, and forward purchasers. The ATM Program replaced the Company's prior at-the-market equity offering program (the "Prior ATM Program"), which was scheduled to expire on January 9, 2023. During the year ended December 31, 2022, the Company issued 2.1 million shares of common stock under the Prior ATM Program at an average price per share of $ 25.40 for total gross proceeds of $ 53.9 million, excluding commissions. The Company incurred commissions of $ 0.7 million in conjunction with the Prior ATM Program for the year ended December 31, 2022. During the year ended December 31, 2021, the Company issued 0.2 million shares of common stock under the Prior ATM Program at an average price per share of $ 25.06 for total gross proceeds of $ 5.2 million, excluding commissions. The Company incurred commissions of $ 0.1 million in conjunction with the Prior ATM Program for the year ended December 31, 2021. During the year ended December 31, 2020, the Company did not issue any shares of common stock under the Prior ATM Program. As of December 31, 2022, $ 400.0 million of common stock remained available for issuance under the ATM Program. Share Repurchase Program In November 2022, the Company established a new share repurchase program (the “Repurchase Program”) for up to $ 400.0 million of its common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by the Company's board of directors. The Repurchase Program replaced the Company’s prior share repurchase program (the “Prior Repurchase Program”), which was scheduled to expire on January 9, 2023. During the years ended December 31, 2022 and December 31, 2021, the Company did not 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 Prior Repurchase 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 Prior Repurchase Program for the year ended December 31, 2020. As of December 31, 2022, the Repurchase Program had $ 400.0 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, 2022 and 2021, the Company withheld 0.4 million and 0.3 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 the Company's 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, 2022, 2021, and 2020, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.980 per share/unit, $ 0.885 per share/unit, and $ 0.500 per share/unit, respectively. In response to COVID-19, the Company's board of directors suspended the dividend in the second and third quarters of 2020. In the fourth quarter of 2020, the Company's board of directors resumed the dividend at a rate of $ 0.215 per common share. As of December 31, 2022 and 2021, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 81.6 million and $ 74.4 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. F-33 12. Stock Based Compensation In February 2022, the Company's board of directors approved the 2022 Omnibus Incentive Plan (the “Plan”) and in April 2022, the Company's stockholders approved the Plan. The Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock, RSUs, OP Units, performance awards, and other stock-based awards. Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the Company's board of directors approved in 2013. During the years ended December 31, 2022, 2021, and 2020, 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 criteria that are not market-based or performance-based criteria that are market-based, and contain a threshold, target, above target, and maximum number of units that can be earned. The number of units actually earned for each tranche is determined based on performance over 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 the achievement of target level performance, was 0.7 million, 1.0 million, and 0.7 million for the years ended December 31, 2022, 2021, and 2020, respectively, with vesting periods ranging from one to five years . For grants of service-based RSUs and performance-based RSUs that are not market-based, fair value is based on the Company’s grant date stock price. For grants of performance-based RSUs that are market-based, 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 2022 2021 2020 Volatility 27.0 % - 51.0 % 50.0 % - 64.0 % 20.0 % - 23.0 % Weighted average risk-free interest rate 1.08 % - 1.39 % 0.11 % - 0.18 % 1.20 % - 1.30% Weighted average common stock dividend yield 3.8 % - 4.6 % 4.1 % - 5.8 % 5.9 % - 6.0% Information with respect to RSUs for the years ended December 31, 2022, 2021, and 2020 are as follows (in thousands): Restricted Shares Aggregate Intrinsic Value 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 Vested ( 994 ) ( 18,955 ) Granted 981 25,476 Forfeited ( 28 ) ( 597 ) Outstanding, December 31, 2022 2,267 $ 52,471 During the years ended December 31, 2022, 2021, and 2020, the Company recognized $ 25.2 million, $ 18.6 million, and $ 11.9 million of equity compensation expense, respectively, of which $ 1.8 million, $ 1.5 million, and $ 0.9 million was capitalized, respectively. These amounts are included in General and administrative expense on the Company’s Consolidated Statements of Operations. As of December 31, 2022, the Company had $ 22.7 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.1 years. F-34 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, 2022, 2021, and 2020 (dollars in thousands, except per share data): Year Ended December 31, 2022 2021 2020 Computation of Basic Earnings Per Share: Net income $ 354,193 $ 270,187 $ 121,173 Non-forfeitable dividends on unvested restricted shares ( 1,002 ) ( 748 ) ( 410 ) Net income attributable to the Company’s common stockholders for basic earnings per share $ 353,191 $ 269,439 $ 120,763 Weighted average shares outstanding – basic 299,938 297,408 296,972 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 1.18 $ 0.91 $ 0.41 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 353,191 $ 269,439 $ 120,763 Weighted average shares outstanding – basic 299,938 297,408 296,972 Effect of dilutive securities: Equity awards 1,804 1,427 927 Weighted average shares outstanding – diluted 301,742 298,835 297,899 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share $ 1.17 $ 0.90 $ 0.41 F-35 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, 2022, 2021, and 2020 (dollars in thousands, except per unit data): Year Ended December 31, 2022 2021 2020 Computation of Basic Earnings Per Unit: Net income $ 354,193 $ 270,187 $ 121,173 Non-forfeitable dividends on unvested restricted units ( 1,002 ) ( 748 ) ( 410 ) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 353,191 $ 269,439 $ 120,763 Weighted average common units outstanding – basic 299,938 297,408 296,972 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 1.18 $ 0.91 $ 0.41 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 353,191 $ 269,439 $ 120,763 Weighted average common units outstanding – basic 299,938 297,408 296,972 Effect of dilutive securities: Equity awards 1,804 1,427 927 Weighted average common units outstanding – diluted 301,742 298,835 297,899 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 1.17 $ 0.90 $ 0.41 F-36 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 exposures, 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, 2022 and 2021 is summarized as follows: Year End December 31, 2022 2021 Balance at the beginning of the year $ 10,095 $ 10,960 Incurred related to: Current year 3,002 2,808 Prior years ( 86 ) ( 955 ) Total incurred 2,916 1,853 Paid related to: Current year ( 98 ) 4 Prior years ( 2,224 ) ( 2,722 ) Total paid ( 2,322 ) ( 2,718 ) Balance at the end of the year $ 10,689 $ 10,095 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 maintains a reserve for currently known environmental matters and does not believe they will have a material impact on the Company’s financial condition, operating results, or cash flows. During the years ended December 31, 2022, 2021, and 2020, the Company did no t incur any material governmental fines resulting from environmental matters. F-37 16. Income Taxes The Company incurred income and other taxes of $ 2.7 million, $ 0.8 million, and $ 4.4 million for the years ended December 31, 2022, 2021, and 2020. These amounts are included in Other on the Company’s Consolidated Statements of Operations. See Note 1 for additional information regarding the Company’s income taxes and the Parent Company's REIT status. 17. Related-Party Transactions As of December 31, 2022 and 2021, there were no material receivables from or payables to related parties. During the years ended December 31, 2022, 2021, and 2020, 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, 2022, 2021, and 2020, the Company’s expense for the Savings Plan was $ 1.8 million, $ 1.6 million, and $ 1.6 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, 2022, 2021, and 2020. 20. Subsequent Events In preparing the Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 2022 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from December 31, 2022 through the date the financial statements were issued. F-38 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS None. F-39 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION (in thousands) Costs Capitalized Subsequent to Acquisition (3) Gross Amount at Which Carried Initial Cost to Company (2) at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements (4) Total Accumulated Depreciation Year Built (5) Date Acquired Springdale Mobile, AL $ 7,460 $ 39,380 $ 26,441 $ 7,460 $ 65,821 $ 73,281 $ ( 21,178 ) 2004 Jun-11 Northmall Centre Tucson, AZ 3,140 18,882 ( 3,147 ) 2,202 16,673 18,875 ( 6,971 ) 1996 Jun-11 Bakersfield Plaza Bakersfield, CA 4,000 25,537 15,123 4,502 40,158 44,660 ( 17,118 ) 1970 Jun-11 Brea Gateway Brea, CA 23,716 68,925 1,570 23,716 70,495 94,211 ( 3,560 ) 1994 Jan-22 Carmen Plaza Camarillo, CA 5,410 19,784 1,756 5,410 21,540 26,950 ( 6,971 ) 2000 Jun-11 Plaza Rio Vista Cathedral, CA 2,465 12,687 831 2,465 13,518 15,983 ( 4,433 ) 2005 Oct-13 Cudahy Plaza Cudahy, CA 4,490 13,474 19,183 4,778 32,369 37,147 ( 8,836 ) 2021 Jun-11 The Davis Collection Davis, CA 4,270 18,372 1,038 4,270 19,410 23,680 ( 5,430 ) 1964 Jun-11 Felicita Plaza Escondido, CA 4,280 12,464 1,379 4,280 13,843 18,123 ( 6,042 ) 2001 Jun-11 Felicita Town Center Escondido, CA 11,231 31,381 1,596 11,231 32,977 44,208 ( 8,425 ) 1987 Dec-16 Arbor - Broadway Faire Fresno, CA 5,940 34,123 227 5,691 34,599 40,290 ( 12,916 ) 1995 Jun-11 Lompoc Center Lompoc, CA 4,670 16,321 4,705 4,670 21,026 25,696 ( 6,811 ) 1960 Jun-11 Briggsmore Plaza Modesto, CA 2,140 12,257 2,262 2,043 14,616 16,659 ( 5,460 ) 1998 Jun-11 Montebello Plaza Montebello, CA 13,360 33,743 7,478 13,360 41,221 54,581 ( 17,608 ) 1974 Jun-11 California Oaks Center Murrieta, CA 5,180 15,441 4,857 5,180 20,298 25,478 ( 7,163 ) 1990 Jun-11 Pacoima Center Pacoima, CA 7,050 15,955 1,304 7,050 17,259 24,309 ( 10,162 ) 1995 Jun-11 Metro 580 Pleasanton, CA 10,500 19,409 1,608 10,500 21,017 31,517 ( 9,772 ) 1996 Jun-11 Rose Pavilion Pleasanton, CA 19,618 63,140 14,268 19,618 77,408 97,026 ( 25,056 ) 2019 Jun-11 Puente Hills Town Center Rowland Heights, CA 15,670 39,997 4,245 15,670 44,242 59,912 ( 15,313 ) 1984 Jun-11 Ocean View Plaza San Clemente, CA 15,750 30,757 2,126 15,750 32,883 48,633 ( 11,543 ) 1990 Jun-11 Plaza By The Sea San Clemente, CA 9,607 5,461 5,887 9,607 11,348 20,955 ( 1,612 ) 1976 Dec-17 Village at Mira Mesa (6) San Diego, CA 14,870 75,271 36,684 14,870 111,955 126,825 ( 32,680 ) 2023 Jun-11 San Dimas Plaza San Dimas, CA 15,101 22,299 3,809 15,101 26,108 41,209 ( 9,224 ) 1986 Jun-11 Bristol Plaza Santa Ana, CA 9,110 21,367 4,683 9,722 25,438 35,160 ( 7,955 ) 2003 Jun-11 Gateway Plaza Santa Fe Springs, CA 9,980 31,263 1,955 9,980 33,218 43,198 ( 15,374 ) 2002 Jun-11 Santa Paula Center Santa Paula, CA 3,520 18,079 1,078 3,520 19,157 22,677 ( 8,640 ) 1995 Jun-11 Vail Ranch Center (6) Temecula, CA 3,750 22,933 9,882 3,750 32,815 36,565 ( 9,721 ) 2023 Jun-11 Country Hills Shopping Center Torrance, CA 3,630 8,716 ( 124 ) 3,589 8,633 12,222 ( 3,229 ) 1977 Jun-11 Upland Town Square Upland, CA 9,051 23,171 1,542 9,051 24,713 33,764 ( 5,964 ) 1994 Nov-17 Gateway Plaza - Vallejo (6) Vallejo, CA 12,947 77,377 25,775 12,947 103,152 116,099 ( 34,544 ) 2023 Jun-11 Arvada Plaza Arvada, CO 1,160 7,378 605 1,160 7,983 9,143 ( 4,786 ) 1994 Jun-11 Arapahoe Crossings Aurora, CO 13,676 56,971 14,425 13,676 71,396 85,072 ( 23,524 ) 1996 Jul-13 Aurora Plaza Aurora, CO 3,910 9,309 9,363 3,910 18,672 22,582 ( 6,083 ) 1996 Jun-11 Villa Monaco Denver, CO 3,090 7,551 4,038 3,090 11,589 14,679 ( 4,179 ) 1978 Jun-11 Centennial Shopping Center Englewood, CO 6,755 11,721 588 6,755 12,309 19,064 ( 2,254 ) 2013 Apr-19 Superior Marketplace Superior, CO 7,090 37,670 4,756 6,924 42,592 49,516 ( 16,348 ) 1997 Jun-11 Westminster City Center (6) Westminster, CO 6,040 45,099 12,939 6,040 58,038 64,078 ( 19,769 ) 2023 Jun-11 The Shoppes at Fox Run Glastonbury, CT 3,550 23,162 4,306 3,600 27,418 31,018 ( 11,312 ) 1974 Jun-11 Groton Square Groton, CT 2,730 28,311 2,288 2,730 30,599 33,329 ( 14,031 ) 1987 Jun-11 Parkway Plaza Hamden, CT 4,100 7,844 40 4,100 7,884 11,984 ( 3,300 ) 2006 Jun-11 The Manchester Collection Manchester, CT 8,200 51,455 ( 5,442 ) 8,200 46,013 54,213 ( 17,615 ) 2001 Jun-11 Turnpike Plaza Newington, CT 3,920 23,880 ( 2,569 ) 3,920 21,311 25,231 ( 8,412 ) 2004 Jun-11 North Haven Crossing North Haven, CT 5,430 16,371 1,911 5,430 18,282 23,712 ( 6,591 ) 1993 Jun-11 Christmas Tree Plaza Orange, CT 4,870 15,160 2,257 4,870 17,417 22,287 ( 6,486 ) 1996 Jun-11 Stratford Square Stratford, CT 5,970 12,433 6,575 5,860 19,118 24,978 ( 7,411 ) 1984 Jun-11 Waterbury Plaza Waterbury, CT 5,420 18,062 1,456 4,793 20,145 24,938 ( 8,086 ) 2000 Jun-11 Waterford Commons Waterford, CT 5,437 46,769 5,389 5,437 52,158 57,595 ( 19,978 ) 2004 Jun-11 Center of Bonita Springs Bonita Springs, FL 10,946 38,467 1,005 10,946 39,472 50,418 ( 3,792 ) 2014 Apr-21 Coastal Way - Coastal Landing Brooksville, FL 8,840 34,027 6,302 8,840 40,329 49,169 ( 15,262 ) 2008 Jun-11 Clearwater Mall Clearwater, FL 15,300 55,060 5,174 15,300 60,234 75,534 ( 20,216 ) 1973 Jun-11 Coconut Creek Plaza Coconut Creek, FL 7,400 25,600 5,504 7,400 31,104 38,504 ( 12,297 ) 2005 Jun-11 Century Plaza Shopping Center Deerfield Beach, FL 3,050 8,688 4,375 3,050 13,063 16,113 ( 4,275 ) 2006 Jun-11 Northgate Shopping Center DeLand, FL 3,500 11,008 3,644 3,500 14,652 18,152 ( 4,217 ) 1993 Jun-11 Sun Plaza Fort Walton Beach, FL 4,480 12,658 2,043 4,480 14,701 19,181 ( 7,069 ) 2004 Jun-11 Normandy Square Jacksonville, FL 1,936 5,567 1,567 1,936 7,134 9,070 ( 3,385 ) 1996 Jun-11 Regency Park Shopping Center Jacksonville, FL 6,240 15,561 6,212 6,240 21,773 28,013 ( 7,826 ) 1985 Jun-11 Ventura Downs Kissimmee, FL 3,580 8,237 5,243 3,580 13,480 17,060 ( 3,977 ) 2018 Jun-11 Marketplace at Wycliffe Lake Worth, FL 7,930 16,228 ( 490 ) 7,930 15,738 23,668 ( 5,013 ) 2002 Jun-11 Venetian Isle Shopping Ctr Lighthouse Point, FL 8,270 15,030 1,452 8,270 16,482 24,752 ( 6,306 ) 1992 Jun-11 Marco Town Center (6) Marco Island, FL 7,235 27,490 11,897 7,235 39,387 46,622 ( 8,407 ) 2023 Oct-13 Mall at 163rd Street Miami, FL 9,450 36,810 2,590 9,450 39,400 48,850 ( 12,772 ) 2007 Jun-11 Shops at Palm Lakes (6) Miami, FL 10,896 17,596 21,832 10,896 39,428 50,324 ( 6,282 ) 2023 Jun-11 F-40 Costs Capitalized Subsequent to Acquisition (3) Gross Amount at Which Carried Initial Cost to Company (2) at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements (4) Total Accumulated Depreciation Year Built (5) Date Acquired Freedom Square Naples, FL 4,760 15,328 10,713 4,735 26,066 30,801 ( 5,810 ) 2021 Jun-11 Granada Shoppes Naples, FL 34,061 69,551 660 34,061 70,211 104,272 ( 4,089 ) 2011 Dec-21 Naples Plaza Naples, FL 9,200 20,738 10,315 9,200 31,053 40,253 ( 12,128 ) 2013 Jun-11 Park Shore Plaza Naples, FL 7,245 16,555 21,094 7,245 37,649 44,894 ( 14,118 ) 2017 Jun-11 Chelsea Place New Port Richey, FL 3,303 9,879 498 3,303 10,377 13,680 ( 3,833 ) 1992 Oct-13 Presidential Plaza West North Lauderdale, FL 2,070 5,634 2,193 2,070 7,827 9,897 ( 2,465 ) 2006 Jun-11 Colonial Marketplace Orlando, FL 4,230 20,242 3,148 4,230 23,390 27,620 ( 10,054 ) 1986 Jun-11 Conway Crossing Orlando, FL 3,208 12,496 551 3,163 13,092 16,255 ( 5,066 ) 2002 Oct-13 Hunter's Creek Plaza Orlando, FL 3,589 6,907 2,485 3,589 9,392 12,981 ( 3,297 ) 1998 Oct-13 Pointe Orlando (6) Orlando, FL 6,120 56,697 53,195 6,120 109,892 116,012 ( 29,513 ) 2023 Jun-11 Martin Downs Town Center Palm City, FL 1,660 9,945 219 1,660 10,164 11,824 ( 3,064 ) 1996 Oct-13 Martin Downs Village Center Palm City, FL 5,319 28,998 1,651 5,319 30,649 35,968 ( 9,997 ) 1987 Jun-11 23rd Street Station Panama City, FL 3,120 9,115 1,560 3,120 10,675 13,795 ( 3,007 ) 1995 Jun-11 Panama City Square Panama City, FL 5,690 15,789 6,253 5,690 22,042 27,732 ( 6,095 ) 1989 Jun-11 East Port Plaza (6) Port St. Lucie, FL 4,099 22,498 4,838 4,099 27,336 31,435 ( 6,819 ) 2023 Oct-13 Shoppes of Victoria Square Port St. Lucie, FL 3,450 6,789 932 3,450 7,721 11,171 ( 3,330 ) 1990 Jun-11 Lake St. Charles Riverview, FL 2,801 6,966 404 2,801 7,370 10,171 ( 2,309 ) 1999 Oct-13 Cobblestone Village Royal Palm Beach, FL 2,700 5,473 636 2,700 6,109 8,809 ( 2,006 ) 2005 Jun-11 Beneva Village Shoppes Sarasota, FL 4,013 19,403 11,145 4,013 30,548 34,561 ( 8,359 ) 2020 Oct-13 Sarasota Village Sarasota, FL 5,190 12,728 4,170 5,190 16,898 22,088 ( 6,311 ) 1972 Jun-11 Atlantic Plaza Satellite Beach, FL 2,630 11,609 2,920 2,630 14,529 17,159 ( 5,257 ) 2008 Jun-11 Seminole Plaza Seminole, FL 3,870 8,410 12,325 3,870 20,735 24,605 ( 5,424 ) 2020 Jun-11 Cobblestone Village St. Augustine, FL 9,850 34,113 5,653 9,850 39,766 49,616 ( 15,505 ) 2003 Jun-11 Dolphin Village St. Pete Beach, FL 9,882 16,220 3,163 9,882 19,383 29,265 ( 5,605 ) 1990 Oct-13 Rutland Plaza St. Petersburg, FL 3,880 8,513 1,570 3,880 10,083 13,963 ( 4,220 ) 2002 Jun-11 Tyrone Gardens (6) St. Petersburg, FL 5,690 10,456 5,416 5,690 15,872 21,562 ( 5,093 ) 2023 Jun-11 Downtown Publix Stuart, FL 1,770 12,909 5,268 1,770 18,177 19,947 ( 5,722 ) 2000 Jun-11 Sunrise Town Center Sunrise, FL 9,166 10,338 ( 2,396 ) 7,856 9,252 17,108 ( 3,464 ) 1989 Oct-13 Carrollwood Center Tampa, FL 3,749 15,194 1,032 3,749 16,226 19,975 ( 6,358 ) 2002 Oct-13 Ross Plaza Tampa, FL 2,808 12,205 ( 311 ) 2,640 12,062 14,702 ( 4,147 ) 1996 Oct-13 Tarpon Mall Tarpon Springs, FL 7,800 14,221 3,965 7,800 18,186 25,986 ( 9,065 ) 2003 Jun-11 Venice Plaza Venice, FL 3,245 14,650 1,340 3,245 15,990 19,235 ( 4,391 ) 1999 Oct-13 Venice Shopping Center Venice, FL 2,555 6,847 2,150 2,555 8,997 11,552 ( 2,585 ) 2000 Oct-13 Venice Village Venice, FL 7,157 26,773 10,472 7,157 37,245 44,402 ( 6,272 ) 2022 Nov-17 Mansell Crossing Alpharetta, GA 19,840 34,689 ( 6,895 ) 15,461 32,173 47,634 ( 12,643 ) 1993 Jun-11 Northeast Plaza Atlanta, GA 6,907 38,776 3,970 6,907 42,746 49,653 ( 14,725 ) 1952 Jun-11 Augusta West Plaza Augusta, GA 1,070 8,643 ( 89 ) 1,070 8,554 9,624 ( 3,325 ) 2006 Jun-11 Sweetwater Village Austell, GA 1,080 3,119 915 1,080 4,034 5,114 ( 2,103 ) 1985 Jun-11 Vineyards at Chateau Elan Braselton, GA 2,202 14,690 652 2,202 15,342 17,544 ( 5,165 ) 2002 Oct-13 Salem Road Station Covington, GA 670 11,517 1,058 670 12,575 13,245 ( 4,108 ) 2000 Oct-13 Keith Bridge Commons Cumming, GA 1,601 15,162 890 1,601 16,052 17,653 ( 5,263 ) 2002 Oct-13 Northside Dalton, GA 1,320 4,220 472 1,320 4,692 6,012 ( 1,435 ) 2001 Jun-11 Cosby Station Douglasville, GA 2,650 6,660 845 2,650 7,505 10,155 ( 2,921 ) 1994 Jun-11 Park Plaza Douglasville, GA 1,470 2,870 1,143 1,470 4,013 5,483 ( 1,530 ) 1986 Jun-11 Venture Pointe Duluth, GA 2,460 7,995 5,745 2,460 13,740 16,200 ( 7,527 ) 1995 Jun-11 Banks Station Fayetteville, GA 3,490 13,060 1,322 3,490 14,382 17,872 ( 6,317 ) 2006 Jun-11 Barrett Place Kennesaw, GA 6,990 14,370 164 6,990 14,534 21,524 ( 6,023 ) 1992 Jun-11 Shops of Huntcrest Lawrenceville, GA 2,093 18,230 171 2,093 18,401 20,494 ( 5,812 ) 2003 Oct-13 Mableton Walk Mableton, GA 1,660 9,467 1,880 1,645 11,362 13,007 ( 4,020 ) 1994 Jun-11 The Village at Mableton (6) Mableton, GA 2,040 6,647 10,549 2,040 17,196 19,236 ( 3,820 ) 2023 Jun-11 Eastlake Plaza Marietta, GA 2,650 2,774 1,373 2,650 4,147 6,797 ( 1,442 ) 1982 Jun-11 New Chastain Corners Marietta, GA 3,090 8,243 2,941 3,090 11,184 14,274 ( 4,249 ) 2004 Jun-11 Pavilions at Eastlake Marietta, GA 4,770 12,874 3,431 4,770 16,305 21,075 ( 6,552 ) 1996 Jun-11 Creekwood Village Rex, GA 1,400 4,893 515 1,400 5,408 6,808 ( 2,464 ) 1990 Jun-11 Connexion Roswell, GA 2,627 28,074 432 2,627 28,506 31,133 ( 1,392 ) 2016 Dec-21 Holcomb Bridge Crossing Roswell, GA 1,170 5,633 4,937 1,170 10,570 11,740 ( 4,776 ) 1988 Jun-11 Kings Market Roswell, GA 6,758 33,899 1,559 6,758 35,458 42,216 ( 2,085 ) 2005 Dec-21 Victory Square Savannah, GA 6,230 15,043 1,946 6,080 17,139 23,219 ( 5,669 ) 2007 Jun-11 Stockbridge Village Stockbridge, GA 6,210 17,734 2,418 5,872 20,490 26,362 ( 8,979 ) 2008 Jun-11 Stone Mountain Festival Stone Mountain, GA 5,740 17,078 ( 9,286 ) 3,328 10,204 13,532 ( 3,490 ) 2006 Jun-11 Wilmington Island Wilmington Island, GA 2,630 8,108 1,244 2,630 9,352 11,982 ( 3,281 ) 1985 Oct-13 Haymarket Square Des Moines, IA 3,360 10,665 3,651 3,360 14,316 17,676 ( 5,589 ) 1979 Jun-11 Annex of Arlington Arlington Heights, IL 4,373 19,431 9,943 4,373 29,374 33,747 ( 11,121 ) 1999 Jun-11 Ridge Plaza Arlington Heights, IL 3,720 11,128 3,651 3,720 14,779 18,499 ( 7,526 ) 2000 Jun-11 Southfield Plaza Bridgeview, IL 5,880 18,756 4,572 5,880 23,328 29,208 ( 10,184 ) 2006 Jun-11 Commons of Chicago Ridge Chicago Ridge, IL 4,310 39,714 7,028 4,310 46,742 51,052 ( 20,481 ) 1998 Jun-11 F-41 Costs Capitalized Subsequent to Acquisition (3) Gross Amount at Which Carried Initial Cost to Company (2) at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements (4) Total Accumulated Depreciation Year Built (5) Date Acquired Rivercrest Shopping Center Crestwood, IL 11,010 41,063 11,746 11,010 52,809 63,819 ( 19,651 ) 1992 Jun-11 The Commons of Crystal Lake Crystal Lake, IL 3,660 32,993 5,185 3,660 38,178 41,838 ( 13,814 ) 1987 Jun-11 Elk Grove Town Center Elk Grove Village, IL 3,730 19,665 ( 8,183 ) 2,558 12,654 15,212 ( 3,887 ) 1998 Jun-11 Elmhurst Crossing Elmhurst, IL 5,816 81,784 424 5,816 82,208 88,024 ( 2,521 ) 2005 Apr-22 The Quentin Collection Kildeer, IL 6,002 27,280 1,387 6,002 28,667 34,669 ( 8,949 ) 2006 Jun-11 Butterfield Square Libertyville, IL 3,430 13,370 3,103 3,430 16,473 19,903 ( 6,197 ) 1997 Jun-11 High Point Centre Lombard, IL 7,510 21,583 8,943 7,510 30,526 38,036 ( 9,166 ) 2019 Jun-11 Long Meadow Commons Mundelein, IL 4,700 11,597 3,433 4,700 15,030 19,730 ( 7,558 ) 1997 Jun-11 Westridge Court Naperville, IL 11,150 75,719 19,172 10,560 95,481 106,041 ( 28,556 ) 1992 Jun-11 North Riverside Plaza North Riverside, IL 5,117 57,577 253 5,117 57,830 62,947 ( 2,615 ) 2007 Apr-22 Ravinia Plaza Orland Park, IL 2,069 24,288 381 2,069 24,669 26,738 ( 1,176 ) 1990 Feb-22 Rollins Crossing Round Lake Beach, IL 3,040 23,623 1,710 3,040 25,333 28,373 ( 12,818 ) 1998 Jun-11 Tinley Park Plaza Tinley Park, IL 12,250 22,511 21,559 12,250 44,070 56,320 ( 8,830 ) 2022 Jun-11 Meridian Village Carmel, IN 2,290 7,746 2,694 2,089 10,641 12,730 ( 4,556 ) 1990 Jun-11 Columbus Center Columbus, IN 1,480 14,740 7,284 1,480 22,024 23,504 ( 7,078 ) 1964 Jun-11 Market Centre Goshen, IN 2,000 17,032 11,568 1,765 28,835 30,600 ( 7,381 ) 1994 Jun-11 Speedway Super Center Speedway, IN 8,410 50,006 23,761 8,410 73,767 82,177 ( 24,573 ) 2022 Jun-11 Sagamore Park Centre West Lafayette, IN 2,390 11,150 2,371 2,390 13,521 15,911 ( 5,705 ) 2018 Jun-11 Westchester Square Lenexa, KS 3,250 14,555 4,049 3,250 18,604 21,854 ( 7,181 ) 1987 Jun-11 West Loop Shopping Center Manhattan, KS 2,800 12,622 5,696 2,800 18,318 21,118 ( 7,955 ) 2013 Jun-11 North Dixie Plaza Elizabethtown, KY 2,370 6,119 ( 916 ) 2,108 5,465 7,573 ( 2,146 ) 1992 Jun-11 Florence Plaza - Florence Square Florence, KY 11,014 53,088 26,737 11,014 79,825 90,839 ( 28,877 ) 2014 Jun-11 Jeffersontown Commons Jeffersontown, KY 3,920 14,866 ( 167 ) 3,920 14,699 18,619 ( 6,078 ) 1959 Jun-11 London Marketplace London, KY 1,400 10,362 5,318 1,400 15,680 17,080 ( 4,175 ) 1994 Jun-11 Eastgate Shopping Center Louisville, KY 4,300 13,975 2,938 4,300 16,913 21,213 ( 8,236 ) 2002 Jun-11 Plainview Village Louisville, KY 2,600 10,541 1,656 2,600 12,197 14,797 ( 5,126 ) 1997 Jun-11 Stony Brook I & II Louisville, KY 3,650 17,970 2,306 3,650 20,276 23,926 ( 8,652 ) 1988 Jun-11 Points West Plaza Brockton, MA 2,200 10,605 2,312 2,200 12,917 15,117 ( 3,702 ) 1960 Jun-11 Burlington Square I, II & III Burlington, MA 4,690 13,122 2,722 4,690 15,844 20,534 ( 5,876 ) 1992 Jun-11 Holyoke Shopping Center Holyoke, MA 3,110 12,097 1,478 3,110 13,575 16,685 ( 6,299 ) 2000 Jun-11 WaterTower Plaza (6) Leominster, MA 10,400 40,312 7,579 10,400 47,891 58,291 ( 15,369 ) 2023 Jun-11 Lunenberg Crossing Lunenburg, MA 930 1,991 932 930 2,923 3,853 ( 1,212 ) 1994 Jun-11 Lynn Marketplace Lynn, MA 3,100 5,678 4,859 3,100 10,537 13,637 ( 2,467 ) 1968 Jun-11 Webster Square Shopping Center Marshfield, MA 5,532 27,284 1,264 5,532 28,548 34,080 ( 8,435 ) 2005 Jun-15 Berkshire Crossing Pittsfield, MA 5,210 39,558 ( 7,562 ) 2,771 34,435 37,206 ( 14,690 ) 1994 Jun-11 Westgate Plaza Westfield, MA 2,494 9,850 1,489 2,494 11,339 13,833 ( 3,129 ) 1996 Jun-11 Perkins Farm Marketplace Worcester, MA 2,150 17,060 6,239 2,150 23,299 25,449 ( 9,522 ) 1967 Jun-11 South Plaza Shopping Center California, MD 2,174 23,209 156 2,174 23,365 25,539 ( 6,910 ) 2005 Oct-13 Fox Run Prince Frederick, MD 3,560 31,431 21,144 3,396 52,739 56,135 ( 13,271 ) 2022 Jun-11 Pine Tree Shopping Center Portland, ME 2,860 19,182 1,989 2,860 21,171 24,031 ( 11,932 ) 1958 Jun-11 Arborland Center Ann Arbor, MI 20,174 90,938 1,467 20,174 92,405 112,579 ( 25,214 ) 2000 Mar-17 Maple Village Ann Arbor, MI 3,200 19,108 31,019 3,200 50,127 53,327 ( 13,504 ) 2020 Jun-11 Grand Crossing Brighton, MI 1,780 7,540 2,144 1,780 9,684 11,464 ( 4,402 ) 2005 Jun-11 Farmington Crossroads Farmington, MI 1,620 4,542 1,577 1,620 6,119 7,739 ( 2,961 ) 1986 Jun-11 Silver Pointe Shopping Center Fenton, MI 3,840 12,631 4,770 3,840 17,401 21,241 ( 6,830 ) 1996 Jun-11 Cascade East Grand Rapids, MI 1,280 5,433 2,734 1,280 8,167 9,447 ( 3,251 ) 1983 Jun-11 Delta Center Lansing, MI 1,580 9,616 ( 1,225 ) 1,518 8,453 9,971 ( 3,962 ) 1985 Jun-11 Lakes Crossing Muskegon, MI 1,440 13,571 513 1,200 14,324 15,524 ( 6,459 ) 2008 Jun-11 Redford Plaza Redford, MI 7,510 20,174 7,815 7,510 27,989 35,499 ( 10,610 ) 1992 Jun-11 Hampton Village Centre Rochester Hills, MI 5,370 48,930 16,847 5,370 65,777 71,147 ( 23,182 ) 2004 Jun-11 Southfield Plaza Southfield, MI 1,320 4,085 3,023 1,320 7,108 8,428 ( 3,360 ) 1970 Jun-11 18 Ryan Sterling Heights, MI 3,160 11,304 ( 329 ) 3,160 10,975 14,135 ( 3,627 ) 1997 Jun-11 Delco Plaza Sterling Heights, MI 2,860 7,025 452 2,860 7,477 10,337 ( 3,386 ) 1996 Jun-11 West Ridge Westland, MI 1,800 6,640 4,711 1,800 11,351 13,151 ( 5,615 ) 1989 Jun-11 Washtenaw Fountain Plaza Ypsilanti, MI 2,030 7,234 2,146 2,030 9,380 11,410 ( 3,291 ) 2005 Jun-11 Southport Centre I - VI Apple Valley, MN 4,960 18,527 849 4,602 19,734 24,336 ( 6,790 ) 1985 Jun-11 Champlin Marketplace Champlin, MN 3,985 11,375 1,438 3,985 12,813 16,798 ( 1,199 ) 2005 Jun-21 Burning Tree Plaza Duluth, MN 4,790 16,279 3,488 4,790 19,767 24,557 ( 7,070 ) 1987 Jun-11 Westwind Plaza Minnetonka, MN 2,630 12,171 1,915 2,630 14,086 16,716 ( 4,667 ) 2007 Jun-11 Richfield Hub Richfield, MN 7,960 19,907 262 7,619 20,510 28,129 ( 6,701 ) 1952 Jun-11 Roseville Center Roseville, MN 1,620 8,593 7,480 1,620 16,073 17,693 ( 3,826 ) 2021 Jun-11 Marketplace @ 42 Savage, MN 5,150 13,221 4,118 5,100 17,389 22,489 ( 6,513 ) 1999 Jun-11 Sun Ray Shopping Center St. Paul, MN 5,250 21,447 1,197 4,733 23,161 27,894 ( 10,188 ) 1958 Jun-11 White Bear Hills Shopping Center White Bear Lake, MN 1,790 6,182 2,131 1,790 8,313 10,103 ( 3,592 ) 1996 Jun-11 Ellisville Square Ellisville, MO 4,144 8,003 5,043 4,144 13,046 17,190 ( 6,057 ) 1989 Jun-11 Watts Mill Plaza Kansas City, MO 2,610 13,868 1,246 2,610 15,114 17,724 ( 5,119 ) 1997 Jun-11 F-42 Costs Capitalized Subsequent to Acquisition (3) Gross Amount at Which Carried Initial Cost to Company (2) at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements (4) Total Accumulated Depreciation Year Built (5) Date Acquired Liberty Corners Liberty, MO 2,530 8,918 3,666 2,530 12,584 15,114 ( 5,319 ) 1987 Jun-11 Maplewood Square Maplewood, MO 1,450 4,720 500 1,450 5,220 6,670 ( 1,384 ) 1998 Jun-11 Devonshire Place Cary, NC 940 4,533 4,845 940 9,378 10,318 ( 4,747 ) 1996 Jun-11 McMullen Creek Market Charlotte, NC 10,590 24,266 8,391 10,590 32,657 43,247 ( 12,137 ) 1988 Jun-11 The Commons at Chancellor Park Charlotte, NC 5,240 20,500 1,937 5,240 22,437 27,677 ( 9,479 ) 1994 Jun-11 Garner Towne Square Garner, NC 6,233 23,681 3,828 6,233 27,509 33,742 ( 7,448 ) 1997 Oct-13 Franklin Square Gastonia, NC 7,060 29,355 4,762 7,060 34,117 41,177 ( 12,700 ) 1989 Jun-11 Wendover Place Greensboro, NC 15,990 42,299 4,378 15,881 46,786 62,667 ( 18,746 ) 2000 Jun-11 University Commons Greenville, NC 5,350 26,253 3,776 5,350 30,029 35,379 ( 11,826 ) 1996 Jun-11 Kinston Pointe Kinston, NC 2,180 8,540 522 2,180 9,062 11,242 ( 4,763 ) 2001 Jun-11 Roxboro Square Roxboro, NC 1,550 8,976 430 1,550 9,406 10,956 ( 5,739 ) 2005 Jun-11 Innes Street Market Salisbury, NC 12,180 27,462 481 10,548 29,575 40,123 ( 14,291 ) 2002 Jun-11 Crossroads Statesville, NC 6,220 15,300 ( 20,674 ) 258 588 846 ( 169 ) 1997 Jun-11 New Centre Market Wilmington, NC 5,730 15,217 4,556 5,730 19,773 25,503 ( 6,471 ) 1998 Jun-11 University Commons Wilmington, NC 6,910 26,611 3,231 6,910 29,842 36,752 ( 11,632 ) 2007 Jun-11 Parkway Plaza Winston-Salem, NC 6,910 17,604 4,358 6,727 22,145 28,872 ( 7,628 ) 2005 Jun-11 Stratford Commons Winston-Salem, NC 2,770 9,562 133 2,770 9,695 12,465 ( 3,487 ) 1995 Jun-11 Bedford Grove Bedford, NH 3,400 19,065 487 2,368 20,584 22,952 ( 5,599 ) 1989 Jun-11 Capitol Shopping Center Concord, NH 2,160 11,584 6,610 2,160 18,194 20,354 ( 6,134 ) 2001 Jun-11 Willow Springs Plaza Nashua, NH 3,490 20,288 ( 119 ) 3,490 20,169 23,659 ( 7,091 ) 1990 Jun-11 Seacoast Shopping Center Seabrook, NH 2,230 8,967 975 2,230 9,942 12,172 ( 2,615 ) 1991 Jun-11 Tri-City Plaza Somersworth, NH 1,900 10,034 5,832 1,900 15,866 17,766 ( 6,247 ) 1990 Jun-11 Laurel Square (6) Brick, NJ 5,400 20,998 6,634 5,400 27,632 33,032 ( 7,254 ) 2023 Jun-11 the Shoppes at Cinnaminson Cinnaminson, NJ 6,030 45,605 4,993 6,030 50,598 56,628 ( 19,307 ) 2010 Jun-11 Acme Clark Clark, NJ 2,630 8,351 140 2,630 8,491 11,121 ( 4,260 ) 2007 Jun-11 Collegetown Shopping Center Glassboro, NJ 1,560 16,336 24,272 1,560 40,608 42,168 ( 9,015 ) 2021 Jun-11 Hamilton Plaza Hamilton, NJ 1,580 8,972 17,961 1,580 26,933 28,513 ( 5,225 ) 1972 Jun-11 Bennetts Mills Plaza Jackson, NJ 3,130 17,126 1,942 3,130 19,068 22,198 ( 7,129 ) 2002 Jun-11 Marlton Crossing Marlton, NJ 5,950 45,874 29,231 5,950 75,105 81,055 ( 27,327 ) 2019 Jun-11 Middletown Plaza Middletown, NJ 5,060 41,800 ( 151 ) 5,060 41,649 46,709 ( 13,699 ) 2001 Jun-11 Larchmont Centre Mount Laurel, NJ 4,421 14,985 748 4,421 15,733 20,154 ( 4,290 ) 1985 Jun-15 Old Bridge Gateway Old Bridge, NJ 7,200 37,756 15,369 7,200 53,125 60,325 ( 16,023 ) 2022 Jun-11 Morris Hills Shopping Center Parsippany, NJ 3,970 29,879 4,055 3,970 33,934 37,904 ( 12,160 ) 1994 Jun-11 Rio Grande Plaza Rio Grande, NJ 1,660 12,627 2,436 1,660 15,063 16,723 ( 5,237 ) 1997 Jun-11 Ocean Heights Plaza Somers Point, NJ 6,110 34,911 1,585 6,110 36,496 42,606 ( 12,537 ) 2006 Jun-11 Springfield Place Springfield, NJ 1,773 4,577 2,107 1,773 6,684 8,457 ( 2,577 ) 1965 Jun-11 Tinton Falls Plaza Tinton Falls, NJ 3,080 12,385 1,580 3,080 13,965 17,045 ( 5,259 ) 2006 Jun-11 Cross Keys Commons Turnersville, NJ 5,840 33,347 4,701 5,726 38,162 43,888 ( 13,882 ) 1989 Jun-11 Parkway Plaza Carle Place, NY 5,790 19,740 4,367 5,790 24,107 29,897 ( 6,882 ) 1993 Jun-11 Suffolk Plaza East Setauket, NY 2,780 12,321 8,869 2,780 21,190 23,970 ( 3,701 ) 1998 Jun-11 Three Village Shopping Center East Setauket, NY 5,310 15,849 988 5,310 16,837 22,147 ( 6,034 ) 1991 Jun-11 Stewart Plaza Garden City, NY 6,040 21,970 18,147 6,040 40,117 46,157 ( 9,117 ) 2022 Jun-11 Dalewood I, II & III Shopping Center (6) Hartsdale, NY 6,900 57,804 9,167 6,900 66,971 73,871 ( 19,171 ) 2023 Jun-11 Unity Plaza East Fishkill, NY 2,100 14,051 20 2,100 14,071 16,171 ( 5,477 ) 2005 Jun-11 Cayuga Mall Ithaca, NY 1,180 11,244 4,679 1,180 15,923 17,103 ( 5,080 ) 1969 Jun-11 Kings Park Plaza Kings Park, NY 4,790 11,367 2,352 4,790 13,719 18,509 ( 5,065 ) 1985 Jun-11 Village Square Shopping Center Larchmont, NY 1,320 5,137 958 1,320 6,095 7,415 ( 1,965 ) 1981 Jun-11 Falcaro's Plaza Lawrence, NY 3,410 9,678 5,053 3,410 14,731 18,141 ( 4,309 ) 1972 Jun-11 Mamaroneck Centre Mamaroneck, NY 2,198 1,999 11,719 2,198 13,718 15,916 ( 1,591 ) 2020 Jun-11 Sunshine Square Medford, NY 7,350 24,713 2,640 7,350 27,353 34,703 ( 10,395 ) 2007 Jun-11 Wallkill Plaza Middletown, NY 1,360 8,410 1,793 1,360 10,203 11,563 ( 4,552 ) 1986 Jun-11 Monroe ShopRite Plaza Monroe, NY 1,840 16,111 501 1,840 16,612 18,452 ( 7,329 ) 1985 Jun-11 Rockland Plaza Nanuet, NY 11,097 60,790 13,730 11,097 74,520 85,617 ( 21,288 ) 2006 Jun-11 North Ridge Shopping Center New Rochelle, NY 4,910 9,612 3,097 4,910 12,709 17,619 ( 3,859 ) 1971 Jun-11 Nesconset Shopping Center Port Jefferson Station, NY 5,510 20,473 7,443 5,510 27,916 33,426 ( 8,554 ) 1961 Jun-11 Riverhead Riverhead, NY 6,331 — 36,162 3,899 38,594 42,493 ( 8,319 ) 2018 Jun-11 Roanoke Plaza Riverhead, NY 5,050 15,177 1,512 5,050 16,689 21,739 ( 6,093 ) 2002 Jun-11 Rockville Centre Rockville Centre, NY 3,590 6,982 394 3,590 7,376 10,966 ( 2,650 ) 1975 Jun-11 College Plaza Selden, NY 8,270 14,267 10,187 8,270 24,454 32,724 ( 8,282 ) 2013 Jun-11 Campus Plaza Vestal, NY 1,170 16,384 817 1,170 17,201 18,371 ( 7,290 ) 2003 Jun-11 Parkway Plaza Vestal, NY 2,168 18,651 ( 267 ) 2,149 18,403 20,552 ( 8,568 ) 1995 Jun-11 Shoppes at Vestal Vestal, NY 1,340 14,730 723 1,340 15,453 16,793 ( 4,597 ) 2000 Jun-11 Town Square Mall Vestal, NY 2,520 41,457 11,525 2,520 52,982 55,502 ( 17,598 ) 1991 Jun-11 Highridge Plaza Yonkers, NY 6,020 17,358 2,639 6,020 19,997 26,017 ( 6,187 ) 1977 Jun-11 Brunswick Town Center Brunswick, OH 2,930 18,561 2,567 2,930 21,128 24,058 ( 7,365 ) 2004 Jun-11 Brentwood Plaza Cincinnati, OH 5,090 20,513 2,542 5,090 23,055 28,145 ( 9,767 ) 2004 Jun-11 F-43 Costs Capitalized Subsequent to Acquisition (3) Gross Amount at Which Carried Initial Cost to Company (2) at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements (4) Total Accumulated Depreciation Year Built (5) Date Acquired Delhi Shopping Center Cincinnati, OH 3,690 8,085 2,251 3,690 10,336 14,026 ( 4,418 ) 1973 Jun-11 Harpers Station Cincinnati, OH 3,987 27,804 4,246 3,987 32,050 36,037 ( 13,178 ) 1994 Jun-11 Western Hills Plaza Cincinnati, OH 8,690 27,664 15,903 8,690 43,567 52,257 ( 11,181 ) 2021 Jun-11 Western Village Cincinnati, OH 3,420 12,817 1,025 3,420 13,842 17,262 ( 6,153 ) 2005 Jun-11 Crown Point Columbus, OH 2,120 14,980 1,506 2,120 16,486 18,606 ( 7,974 ) 1980 Jun-11 Greentree Shopping Center Columbus, OH 1,920 12,531 703 1,920 13,234 15,154 ( 6,943 ) 2005 Jun-11 South Towne Centre Dayton, OH 4,990 43,152 7,511 4,990 50,663 55,653 ( 21,886 ) 1972 Jun-11 Southland Shopping Center Middleburg Heights, OH 5,940 55,360 ( 7,858 ) 4,659 48,783 53,442 ( 19,692 ) 1951 Jun-11 The Shoppes at North Olmsted North Olmsted, OH 510 4,151 ( 67 ) 510 4,084 4,594 ( 2,068 ) 2002 Jun-11 Surrey Square Mall Norwood, OH 3,900 18,402 1,368 3,900 19,770 23,670 ( 8,026 ) 2010 Jun-11 Miracle Mile Shopping Plaza Toledo, OH 1,510 15,792 3,165 1,411 19,056 20,467 ( 9,730 ) 1955 Jun-11 Marketplace Tulsa, OK 5,040 13,249 2,874 5,040 16,123 21,163 ( 8,226 ) 1992 Jun-11 Village West Allentown, PA 4,180 23,402 1,369 4,180 24,771 28,951 ( 9,482 ) 1999 Jun-11 Park Hills Plaza Altoona, PA 4,390 23,218 ( 20,211 ) 586 6,811 7,397 ( 1,355 ) 1985 Jun-11 Bethel Park Shopping Center Bethel Park, PA 3,060 18,457 2,138 3,060 20,595 23,655 ( 10,071 ) 1965 Jun-11 Lehigh Shopping Center Bethlehem, PA 6,980 34,900 5,612 6,980 40,512 47,492 ( 18,093 ) 1955 Jun-11 Bristol Park Bristol, PA 3,180 21,530 563 3,180 22,093 25,273 ( 8,136 ) 1993 Jun-11 Chalfont Village Shopping Center Chalfont, PA 1,040 3,818 ( 229 ) 1,040 3,589 4,629 ( 1,385 ) 1989 Jun-11 New Britain Village Square Chalfont, PA 4,250 24,449 2,560 4,250 27,009 31,259 ( 9,100 ) 1989 Jun-11 Collegeville Shopping Center Collegeville, PA 3,410 7,451 6,761 3,410 14,212 17,622 ( 5,312 ) 2020 Jun-11 Plymouth Square Shopping Center (6) Conshohocken, PA 17,001 44,208 25,886 17,001 70,094 87,095 ( 7,014 ) 2023 May-19 Whitemarsh Shopping Center Conshohocken, PA 3,410 11,753 6,259 3,410 18,012 21,422 ( 5,366 ) 2002 Jun-11 Valley Fair Devon, PA 1,810 8,161 ( 5,681 ) 1,152 3,138 4,290 ( 1,277 ) 2001 Jun-11 Dickson City Crossings (6) Dickson City, PA 4,800 31,423 4,252 4,800 35,675 40,475 ( 13,678 ) 2023 Jun-11 Barn Plaza Doylestown, PA 8,780 29,183 2,546 8,780 31,729 40,509 ( 14,367 ) 2002 Jun-11 Pilgrim Gardens Drexel Hill, PA 2,090 5,043 4,937 2,090 9,980 12,070 ( 4,761 ) 1955 Jun-11 North Penn Market Place Lansdale, PA 3,060 5,253 1,568 3,060 6,821 9,881 ( 2,722 ) 1977 Jun-11 Village at Newtown Newtown, PA 7,690 37,765 43,366 7,690 81,131 88,821 ( 18,772 ) 2021 Jun-11 Ivyridge Philadelphia, PA 7,100 21,004 ( 31 ) 7,100 20,973 28,073 ( 6,585 ) 1963 Jun-11 Roosevelt Mall Philadelphia, PA 10,970 89,141 22,096 10,970 111,237 122,207 ( 36,279 ) 2020 Jun-11 Shoppes at Valley Forge Phoenixville, PA 2,010 13,025 1,989 2,010 15,014 17,024 ( 6,945 ) 2003 Jun-11 County Line Plaza Souderton, PA 910 8,346 3,441 910 11,787 12,697 ( 4,402 ) 1971 Jun-11 69th Street Plaza Upper Darby, PA 640 4,362 999 640 5,361 6,001 ( 1,898 ) 1994 Jun-11 Warminster Towne Center Warminster, PA 4,310 35,284 3,422 4,310 38,706 43,016 ( 14,083 ) 1997 Jun-11 Shops at Prospect West Hempfield, PA 760 6,532 744 760 7,276 8,036 ( 2,858 ) 1994 Jun-11 Whitehall Square Whitehall, PA 4,350 33,067 1,699 4,350 34,766 39,116 ( 12,872 ) 2006 Jun-11 Wilkes-Barre Township Marketplace Wilkes-Barre, PA 2,180 17,430 3,582 2,180 21,012 23,192 ( 10,757 ) 2004 Jun-11 Belfair Towne Village Bluffton, SC 4,265 31,801 2,850 4,265 34,651 38,916 ( 9,978 ) 2006 Jun-11 Milestone Plaza Greenville, SC 2,563 15,645 2,935 2,563 18,580 21,143 ( 6,281 ) 1995 Oct-13 Circle Center Hilton Head Island, SC 3,010 5,832 ( 1,085 ) 3,010 4,747 7,757 ( 1,487 ) 2000 Jun-11 Island Plaza James Island, SC 2,940 9,252 3,708 2,940 12,960 15,900 ( 5,824 ) 1994 Jun-11 Festival Centre North Charleston, SC 3,630 10,512 4,834 3,630 15,346 18,976 ( 7,759 ) 1987 Jun-11 Pawleys Island Plaza Pawleys Island, SC 5,264 21,804 347 5,264 22,151 27,415 ( 1,272 ) 2015 Oct-21 Fairview Corners I & II Simpsonville, SC 2,370 17,117 2,366 2,370 19,483 21,853 ( 7,587 ) 2003 Jun-11 Hillcrest Market Place (6) Spartanburg, SC 4,190 34,825 12,798 4,190 47,623 51,813 ( 15,754 ) 2023 Jun-11 Watson Glen Shopping Center Franklin, TN 5,220 14,990 1,976 5,220 16,966 22,186 ( 6,494 ) 1988 Jun-11 Williamson Square Franklin, TN 7,730 22,789 6,625 7,730 29,414 37,144 ( 13,520 ) 1988 Jun-11 Greeneville Commons Greeneville, TN 2,880 13,524 3,488 2,880 17,012 19,892 ( 5,768 ) 2002 Jun-11 Kingston Overlook Knoxville, TN 2,060 6,743 699 2,060 7,442 9,502 ( 2,107 ) 1996 Jun-11 The Commons at Wolfcreek Memphis, TN 23,239 58,489 20,496 23,239 78,985 102,224 ( 28,540 ) 2014 Jun-11 Georgetown Square Murfreesboro, TN 3,716 8,598 2,495 3,716 11,093 14,809 ( 3,848 ) 2003 Jun-11 Nashboro Village Nashville, TN 2,243 11,662 275 2,243 11,937 14,180 ( 4,648 ) 1998 Oct-13 Parmer Crossing Austin, TX 5,927 11,282 1,913 5,927 13,195 19,122 ( 5,276 ) 1989 Jun-11 Baytown Shopping Center Baytown, TX 3,410 6,776 3,541 3,410 10,317 13,727 ( 6,300 ) 1987 Jun-11 El Camino Bellaire, TX 1,320 3,816 733 1,320 4,549 5,869 ( 1,977 ) 2008 Jun-11 Townshire Bryan, TX 1,790 6,399 831 1,790 7,230 9,020 ( 4,327 ) 2002 Jun-11 Central Station College Station, TX 4,340 21,704 2,840 4,340 24,544 28,884 ( 8,603 ) 1976 Jun-11 Rock Prairie Crossing College Station, TX 2,460 13,618 99 2,401 13,776 16,177 ( 6,596 ) 2002 Jun-11 Carmel Village Corpus Christi, TX 1,900 4,536 5,066 1,900 9,602 11,502 ( 2,547 ) 2019 Jun-11 Arboretum Village Dallas, TX 17,154 33,384 772 17,154 34,156 51,310 ( 1,535 ) 2014 Jan-22 Claremont Village Dallas, TX 1,700 3,035 ( 1,162 ) 1,700 1,873 3,573 ( 735 ) 1976 Jun-11 Kessler Plaza Dallas, TX 1,390 3,702 1,647 1,390 5,349 6,739 ( 1,498 ) 1975 Jun-11 Stevens Park Village Dallas, TX 1,270 3,182 671 1,270 3,853 5,123 ( 2,254 ) 1974 Jun-11 Webb Royal Plaza Dallas, TX 2,470 6,576 ( 70 ) 2,470 6,506 8,976 ( 3,357 ) 1961 Jun-11 Wynnewood Village (6) Dallas, TX 16,982 42,953 31,410 17,200 74,145 91,345 ( 21,000 ) 2023 Jun-11 Parktown Deer Park, TX 2,790 7,319 1,176 2,790 8,495 11,285 ( 4,363 ) 1999 Jun-11 F-44 Costs Capitalized Subsequent to Acquisition (3) Gross Amount at Which Carried Initial Cost to Company (2) at the Close of the Period Description (1) Land Building & Improvements Land Building & Improvements (4) Total Accumulated Depreciation Year Built (5) Date Acquired Ridglea Plaza Fort Worth, TX 2,770 16,178 190 2,770 16,368 19,138 ( 6,653 ) 1990 Jun-11 Trinity Commons Fort Worth, TX 5,780 26,317 2,806 5,780 29,123 34,903 ( 12,472 ) 1998 Jun-11 Preston Ridge Frisco, TX 25,820 127,082 13,005 25,820 140,087 165,907 ( 50,065 ) 2018 Jun-11 Village Plaza Garland, TX 3,230 6,786 2,384 3,230 9,170 12,400 ( 3,417 ) 2002 Jun-11 Highland Village Town Center Highland Village, TX 3,370 7,439 529 3,370 7,968 11,338 ( 2,729 ) 1996 Jun-11 Bay Forest Houston, TX 1,500 6,557 525 1,500 7,082 8,582 ( 2,887 ) 2004 Jun-11 Beltway South Houston, TX 3,340 9,759 795 3,340 10,554 13,894 ( 5,414 ) 1998 Jun-11 Braes Heights Houston, TX 1,700 15,246 9,422 1,700 24,668 26,368 ( 6,287 ) 2022 Jun-11 Braesgate Houston, TX 1,570 2,813 622 1,570 3,435 5,005 ( 1,765 ) 1997 Jun-11 Broadway Houston, TX 1,720 5,472 2,605 1,720 8,077 9,797 ( 2,917 ) 2006 Jun-11 Clear Lake Camino South Houston, TX 3,320 12,136 1,844 3,320 13,980 17,300 ( 5,561 ) 1964 Jun-11 Hearthstone Corners Houston, TX 5,240 14,208 1,700 5,240 15,908 21,148 ( 5,310 ) 2019 Jun-11 Jester Village Houston, TX 1,380 4,623 9,312 1,380 13,935 15,315 ( 2,270 ) 2022 Jun-11 Jones Plaza (6) Houston, TX 2,110 11,450 3,529 2,110 14,979 17,089 ( 4,102 ) 2023 Jun-11 Jones Square Houston, TX 3,210 10,716 2,186 3,210 12,902 16,112 ( 4,823 ) 1999 Jun-11 Maplewood Houston, TX 1,790 5,535 1,702 1,790 7,237 9,027 ( 2,724 ) 2004 Jun-11 Merchants Park Houston, TX 6,580 32,200 3,809 6,580 36,009 42,589 ( 15,179 ) 2009 Jun-11 Northgate Houston, TX 740 1,707 436 740 2,143 2,883 ( 685 ) 1972 Jun-11 Northshore Houston, TX 5,970 22,827 4,780 5,970 27,607 33,577 ( 11,138 ) 2001 Jun-11 Northtown Plaza Houston, TX 4,990 18,209 5,047 4,990 23,256 28,246 ( 7,374 ) 1960 Jun-11 Orange Grove Houston, TX 3,670 15,758 2,846 3,670 18,604 22,274 ( 8,503 ) 2005 Jun-11 Royal Oaks Village Houston, TX 4,620 29,536 1,928 4,620 31,464 36,084 ( 11,120 ) 2001 Jun-11 Tanglewilde Center Houston, TX 1,620 7,437 1,843 1,620 9,280 10,900 ( 3,900 ) 1998 Jun-11 West U Marketplace Houston, TX 8,554 25,511 41 8,554 25,552 34,106 ( 1,016 ) 2000 Apr-22 Westheimer Commons Houston, TX 5,160 12,866 4,675 5,160 17,541 22,701 ( 8,369 ) 1984 Jun-11 Crossroads Centre - Pasadena Pasadena, TX 4,660 11,153 7,056 4,660 18,209 22,869 ( 6,699 ) 1997 Jun-11 Spencer Square Pasadena, TX 5,360 19,464 681 4,861 20,644 25,505 ( 8,463 ) 1998 Jun-11 Pearland Plaza Pearland, TX 3,020 9,076 1,989 3,020 11,065 14,085 ( 4,632 ) 1995 Jun-11 Market Plaza Plano, TX 6,380 20,529 1,233 6,380 21,762 28,142 ( 8,299 ) 2002 Jun-11 Preston Park Village (6) Plano, TX 8,506 81,652 3,966 8,506 85,618 94,124 ( 21,228 ) 2023 Oct-13 Keegan's Meadow Stafford, TX 3,300 9,947 1,256 3,300 11,203 14,503 ( 4,181 ) 1999 Jun-11 Lake Pointe Village Sugar Land, TX 19,827 65,239 ( 175 ) 19,827 65,064 84,891 ( 2,061 ) 2010 Jun-22 Texas City Bay Texas City, TX 3,780 17,928 7,584 3,780 25,512 29,292 ( 8,575 ) 2005 Jun-11 Windvale Center The Woodlands, TX 3,460 9,479 ( 1,846 ) 3,460 7,633 11,093 ( 2,202 ) 2002 Jun-11 Culpeper Town Square Culpeper, VA 3,200 9,235 109 3,200 9,344 12,544 ( 3,333 ) 1999 Jun-11 Hanover Square Mechanicsville, VA 3,540 16,145 5,609 3,540 21,754 25,294 ( 6,784 ) 1991 Jun-11 Tuckernuck Square Richmond, VA 2,400 10,241 1,987 2,400 12,228 14,628 ( 4,168 ) 1981 Jun-11 Cave Spring Corners Roanoke, VA 3,060 11,284 704 3,060 11,988 15,048 ( 6,336 ) 2005 Jun-11 Hunting Hills Roanoke, VA 1,150 7,661 2,323 1,116 10,018 11,134 ( 4,936 ) 1989 Jun-11 Hilltop Plaza Virginia Beach, VA 5,170 21,956 4,089 5,154 26,061 31,215 ( 9,788 ) 2010 Jun-11 Rutland Plaza Rutland, VT 2,130 20,924 ( 3,912 ) 1,722 17,420 19,142 ( 6,596 ) 1997 Jun-11 Spring Mall Greenfield, WI 2,540 16,383 ( 11,748 ) 912 6,263 7,175 ( 2,560 ) 2003 Jun-11 Mequon Pavilions Mequon, WI 7,520 29,714 11,560 7,520 41,274 48,794 ( 14,739 ) 1967 Jun-11 Moorland Square Shopping Ctr New Berlin, WI 2,080 9,256 1,529 2,080 10,785 12,865 ( 4,509 ) 1990 Jun-11 Paradise Pavilion West Bend, WI 1,510 15,704 1,039 1,510 16,743 18,253 ( 8,126 ) 2000 Jun-11 Grand Central Plaza Parkersburg, WV 670 5,704 ( 239 ) 670 5,465 6,135 ( 1,813 ) 1986 Jun-11 Remaining portfolio Various — — 11,008 — 11,008 11,008 ( 439 ) $ 1,856,358 $ 7,416,750 $ 1,625,243 $ 1,820,358 $ 9,077,993 $ 10,898,351 $ ( 2,996,759 ) (1) As of December 31, 2022, all of the Company’s shopping centers were unencumbered. (2) The initial cost to the Company represents the original purchase price of the asset, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired. (3) The balance for costs capitalized subsequent to acquisition could include parcels/out-parcels sold, assets held-for-sale, assets written off, and/or provisions for impairment. (4) Depreciation of the buildings and improvements are calculated over the estimated useful lives which can be up to forty years. (5) Year of most recent redevelopment or year built if no redevelopment has occurred. (6) Indicates property is currently in redevelopment. As of December 31, 2022, the aggregate cost for federal income tax purposes was approximately $ 12.0 billion. F-45 Year Ending December 31, 2022 2021 2020 [a] Reconciliation of total real estate carrying value is as follows: Balance at beginning of year $ 10,428,414 $ 10,163,561 $ 10,123,600 Acquisitions and improvements 772,025 579,156 276,321 Real estate held for sale ( 15,852 ) ( 23,520 ) ( 21,927 ) Impairment of real estate ( 5,724 ) ( 1,898 ) ( 19,551 ) Cost of property sold ( 227,529 ) ( 211,218 ) ( 102,688 ) Write-off of assets no longer in service ( 52,983 ) ( 77,667 ) ( 92,194 ) Balance at end of year $ 10,898,351 $ 10,428,414 $ 10,163,561 [b] Reconciliation of accumulated depreciation as follows: Balance at beginning of year $ 2,813,329 $ 2,659,448 $ 2,481,250 Depreciation expense 316,789 314,689 295,645 Property sold ( 86,688 ) ( 75,870 ) ( 42,658 ) Write-off of assets no longer in service ( 46,671 ) ( 84,938 ) ( 74,789 ) Balance at end of year $ 2,996,759 $ 2,813,329 $ 2,659,448 F-46