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Brixmor Property Group Inc. - Annual Report: 2022 (Form 10-K)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____ to_____
Commission File Number: 001-36160 (Brixmor Property Group Inc.)
Commission File Number: 333-256637-01 (Brixmor Operating Partnership LP)
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Its Charter)
Maryland(Brixmor Property Group Inc.)45-2433192
Delaware(Brixmor Operating Partnership LP)80-0831163
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
450 Lexington Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
212-869-3000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per share.BRXNew York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Brixmor Property Group Inc. Yes No Brixmor Operating Partnership LP Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Brixmor Property Group Inc. Yes No Brixmor Operating Partnership LP Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Brixmor Property Group Inc. Yes No Brixmor Operating Partnership LP Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Brixmor Property Group Inc. Yes No Brixmor Operating Partnership LP Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Brixmor Property Group Inc.Brixmor Operating Partnership LP
Large accelerated filer
Non-accelerated filer
Large accelerated filer
Non-accelerated filer
Smaller reporting company
Accelerated filer
Smaller reporting company
Accelerated filer
Emerging growth company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. N/A
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Brixmor Property Group Inc. Brixmor Operating Partnership LP
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Brixmor Property Group Inc. Yes No Brixmor Operating Partnership LP Yes No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants’ most recently completed second fiscal quarter.
Brixmor Property Group Inc. $6,019,445,732 Brixmor Operating Partnership LP N/A
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of February 1, 2023, Brixmor Property Group Inc. had 300,520,890 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement to be filed by Brixmor Property Group Inc. with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s Annual Meeting of Stockholders to be held on April 26, 2023 will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal year ended December 31, 2022.



EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the period ended December 31, 2022 of Brixmor Property Group Inc. and Brixmor Operating Partnership LP. Unless stated otherwise or the context otherwise requires, references to the “Parent Company” or “BPG” mean Brixmor Property Group Inc. and its consolidated subsidiaries, and references to the “Operating Partnership” mean Brixmor Operating Partnership LP and its consolidated subsidiaries. Unless the context otherwise requires, the terms “the Company,” “Brixmor,” “we,” “our,” and “us” mean the Parent Company and the Operating Partnership, collectively.
The Parent Company is a real estate investment trust (“REIT”) that 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. As of December 31, 2022, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units (the “OP Units”) in the Operating Partnership.
The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report:

Enhances investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole, in the same manner as management views and operates the business;
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates the Parent Company and the Operating Partnership as one business. Because the Operating Partnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating Partnership, the Parent Company’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to the Parent Company’s board of directors as the Operating Partnership’s board of directors.
We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its indirect interest in the Operating Partnership. As a result, the Parent Company does not conduct business itself other than issuing public equity from time to time. The Parent Company does not incur any material indebtedness. The Operating Partnership holds substantially all of our assets. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all capital required by the Company’s business. Sources of this capital include the Operating Partnership’s operations and its direct or indirect incurrence of indebtedness.
Equity, capital, and non-controlling interests are the primary areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership’s capital currently includes OP Units owned by the Parent Company through BPG Sub and the General Partner and has in the past, and may in the future, include OP Units owned by third parties. OP Units owned by third parties, if any, are accounted for in capital in the Operating Partnership’s financial statements and outside of equity in non-controlling interests in the Parent Company’s financial statements.
The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have material assets other than its indirect interest in the Operating Partnership. Therefore, while equity, capital, and non-controlling interests may differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are materially the same on their respective financial statements.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections of this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements (but combined footnotes), separate controls and procedures sections, separate certification of periodic report under Section 302 of the Sarbanes-Oxley Act of 2002, and separate certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.
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TABLE OF CONTENTS
Item No.Page
Part I
1.Business
1A.Risk Factors
1B.Unresolved Staff Comments
2.Properties
3.Legal Proceedings
4.Mine Safety Disclosures
Part II
5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6.[Reserved]
7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
7A.Quantitative and Qualitative Disclosures About Market Risk
8.Financial Statements and Supplementary Data
9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
9A.Controls and Procedures
9B.Other Information
9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III
10.Directors, Executive Officers, and Corporate Governance
11.Executive Compensation
12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
13.Certain Relationships and Related Transactions, and Director Independence
14.Principal Accountant Fees and Services
Part IV
15.Exhibit and Financial Statement Schedules
16.Form 10-K Summary



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Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in this report, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at https://www.sec.gov. These factors include (1) changes in national, regional, and local economies, due to global events such as international military conflicts, international trade disputes, a foreign debt crisis, foreign currency volatility, or due to domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates, inflation, unemployment, or limited growth in consumer income or spending; (2) local real estate market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio (defined hereafter); (3) competition from other available properties and e-commerce; (4) disruption and/or consolidation in the retail sector, the financial stability of our tenants, and the overall financial condition of large retailing companies, including their ability to pay rent and/or expense reimbursements that are due to us; (5) in the case of percentage rents, the sales volumes of our tenants; (6) increases in property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, which are relatively inflexible and generally do not decrease if revenue or occupancy decrease; (7) increases in the costs to repair, renovate, and re-lease space; (8) earthquakes, wildfires, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, epidemics and/or pandemics, including the current pandemic of the novel coronavirus ("COVID-19"), civil unrest, terrorist acts, or acts of war, any of which may result in uninsured or underinsured losses; and (9) changes in laws and governmental regulations, including those governing usage, zoning, the environment, and taxes. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we expressly disclaim any obligation or undertaking to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except to the extent otherwise required by law.


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PART I

Item 1. Business
Brixmor Property Group Inc. and subsidiaries (collectively, “BPG”) 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 BPG conducts substantially all of its operations and owns substantially all of its assets. BPG 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. Unless stated otherwise or the context otherwise requires, “we,” “our,” and “us” mean BPG and the Operating Partnership, collectively. We own and operate 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, our portfolio was comprised of 373 shopping centers (the “Portfolio”) totaling approximately 66 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas (“CBSAs”) in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2022, our three largest tenants by annualized base rent (“ABR”) were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc. In the opinion of our management, no material part of our business is dependent upon a single tenant, the loss of which would have a material adverse effect on us, and no single tenant or shopping center accounted for 5% or more of our consolidated revenues during 2022.

As of December 31, 2022, BPG beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units (the “OP Units”) in the Operating Partnership. The number of OP Units in the Operating Partnership beneficially owned by BPG is equivalent to the number of outstanding shares of BPG’s common stock, and the entitlement of all OP Units to quarterly distributions and payments in liquidation is substantially the same as those of BPG’s common stockholders. BPG’s common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “BRX.”

Management operates BPG and the Operating Partnership as one business. Because the Operating Partnership is managed by BPG, and BPG conducts substantially all of its operations through the Operating Partnership, BPG’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to BPG’s board of directors as the Operating Partnership’s board of directors.
























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Our Shopping Centers
The following table provides summary information regarding our Portfolio as of December 31, 2022:
Number of Shopping Centers373
GLA (square feet)66.0 million
Percent Billed90%
Percent Leased94%
Annualized Base Rent ("ABR") Per Square Foot (“PSF”)(1)
$16.19
New, Renewal and Option Volume (square feet)(2)
10.6 million
New Lease Volume (square feet)(2)
3.3 million
New, Renewal and Option Rent Spread(2)(3)
12.7%
New Rent Spread(2)(3)
37.0%
Percent Grocery-anchored Shopping Centers(4)
72%
Percent of ABR in Top 50 U.S. CBSAs71%
(1)    ABR represents contractual monthly base rent as of a specified date under leases that have been signed or commenced as of the specified date, multiplied by 12. For purposes of calculating ABR, all signed or commenced leases with an initial term of one year or greater are included. ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements.
(2)    During the year ended December 31, 2022.
(3)    Represents the percentage change in contractual ABR PSF in the first year of the new lease relative to contractual ABR PSF in the last year of the old lease. For purposes of calculating rent spreads, ABR PSF includes the GLA of lessee-owned leasehold improvements. Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months, renewal leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months, and contractual renewal options exercised by tenants in the same location to extend the term of an expiring lease. New leases signed on units that have been vacant for longer than 12 months, new leases signed on first generation space, and new leases that are ancillary in nature regardless of term are deemed non-comparable and excluded from New Rent Spreads. Renewals that include the expansion of an existing tenant into space that has been vacant for longer than 12 months and renewals that are ancillary in nature regardless of term are deemed non-comparable and excluded from Renewal Rent Spreads.
(4)    Based on number of shopping centers.

Business Objectives and Strategies
Our primary objective is to maximize total returns to our stockholders through consistent, sustainable growth in cash flow. Our key strategies to achieve this objective include proactively managing our Portfolio to drive internal growth, pursuing value-enhancing reinvestment opportunities, and prudently executing on acquisition and disposition activity, while also maintaining a flexible capital structure positioned for growth. In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility (“CR”) strategy and our commitment to environmental, social, and governance (“ESG”) issues.

Driving Internal Growth. Our primary drivers of internal growth include (i) embedded contractual rent escalations, (ii) below-market rents that may be reset to market as leases expire, (iii) occupancy growth, and (iv) prudent expense management, including proactively navigating inflationary pressure on operating costs and wages. Ongoing strong new leasing productivity, with a key focus on merchandising and our enhanced underwriting processes, have also enabled us to consistently improve the credit of our tenancy and the vibrancy and relevancy of our Portfolio to retailers and consumers. During 2022, we executed 613 new leases representing approximately 3.3 million square feet and 1,614 total leases, including new leases, renewals, and options, representing approximately 10.6 million square feet.

We believe that rents across our Portfolio are well below market, which provides us with a key competitive advantage in attracting and retaining tenants. During 2022, we achieved rent spreads on new leases of 37.0% and blended rent spreads on new and renewal leases of 16.0% excluding options or 12.7% including options. Looking forward, the weighted average expiring ABR PSF of anchor lease expirations through 2025, assuming no remaining renewal options are exercised, is $10.23 compared to a weighted average ABR PSF of $13.56 for new anchor leases signed during 2022.

Our high-quality, nationally diversified portfolio of community and neighborhood shopping centers continues to benefit from the desire of many thriving retail platforms to locate in physical formats that provide greater access and proximity to their customers, which has led to robust leasing demand and below-average tenant move-out activity, driving record leased occupancy in 2022. We believe there is opportunity for further occupancy gains in our Portfolio, particularly for spaces less than 10,000 square feet, as such spaces will continue to benefit from our value-enhancing reinvestment initiatives. As of December 31, 2022, leased occupancy was a record 89.2% for spaces less
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than 10,000 square feet, while our total leased occupancy was a record 93.8%. The spread between our total leased occupancy and our total billed occupancy was 360 basis points and our total signed but not yet commenced lease population, which includes an additional 70 basis points of GLA related to space that will soon be vacated by existing tenants, represented 2.9 million square feet and $54.7 million of ABR, providing strong visibility on our future growth.

Pursuing value-enhancing reinvestment opportunities. We believe that we have significant opportunities to realize attractive risk-adjusted returns by investing capital in the repositioning and/or redevelopment of certain assets in our Portfolio. Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers. During 2022, we stabilized 30 anchor space repositioning, outparcel development, and redevelopment projects, with a weighted average incremental net operating income (“NOI”) yield of 10% and an aggregate cost of $179.3 million. As of December 31, 2022, we had 48 projects in process with an expected weighted average incremental NOI yield of 9% and an aggregate anticipated cost of $342.9 million. In addition, we have identified a pipeline of future reinvestment projects aggregating approximately $1.0 billion of potential capital investment, which we expect to execute over the next several years at NOI yields that are generally consistent with those that we have recently realized.

Prudently executing on acquisition and disposition activity. We actively pursue acquisition and disposition opportunities in order to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. In general, our acquisition strategy focuses on buying assets with strong growth potential that are located in our existing markets and will allow us to leverage our operational platform and expertise to create value, while our disposition strategy focuses on selling assets when we believe value has been maximized, where there may be future downside risk, or where we have limited ability or desire to build critical mass in a particular submarket. Our acquisition activity may include acquisitions of open-air shopping centers and non-owned anchor spaces or outparcels at, or adjacent to, our shopping centers and the timing of acquisition and disposition activity is often dependent on the transactions and capital markets environments.

During 2022, we acquired $409.7 million of assets, including transaction costs and closing credits, and generated aggregate net proceeds of $277.0 million from property dispositions. Acquisitions were funded through a combination of net proceeds from property dispositions and available cash.

Maintaining a Flexible Capital Structure Positioned for Growth. We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We have access to multiple forms of capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives. We have investment grade credit ratings from all three major credit rating agencies and during 2022, we received a credit rating upgrade from Fitch Ratings and a positive credit rating outlook from S&P Global Ratings.

During 2022, we amended and restated our unsecured credit facility (the “Unsecured Credit Facility”), which is comprised of a $1.25 billion revolving credit facility (the “Revolving Facility”) and a $300 million term loan facility, in addition to a new $200 million delayed draw term loan (together, the “Term Loan Facility"). The Unsecured Credit Facility amendment extended the maturities of the Revolving Facility and Term Loan Facility to June 2026 and July 2027, respectively, while also improving pricing and adding a sustainability-linked pricing component related to our continued reductions of greenhouse gas emissions. During 2022, we also renewed our $400 million share repurchase program and our $400 million at-the-market equity offering program (“ATM”), which together provide us with maximum flexibility to capitalize on a wide range of potential capital markets environments and support the long-term execution of our balanced business plan.

Also, during 2022 we repaid $250.0 million of our senior unsecured notes due 2022 with available cash. As of December 31, 2022, we had $1.35 billion of available liquidity, including $1.12 billion under our Revolving Facility, $200.0 million under our delayed draw term loan, and $21.3 million of cash and cash equivalents and restricted cash. We have no debt maturities in 2023 and have $500.0 million of debt maturities in June 2024.

Operating in a Socially Responsible Manner. We believe that prioritizing corporate responsibility is critical to delivering consistent, sustainable growth. Our CR strategy is integrated throughout our organization and is focused on creating partnerships that improve the social, economic, and environmental well-being of all our stakeholders
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including our communities, employees, tenants, suppliers and vendors, and investors. Our strong commitment to ESG issues directly aligns with our core values and our vision to be the center of the communities we serve.

Our ESG Steering Committee, which is comprised of executive and senior leadership from a variety of functional areas, meets quarterly to set, implement, monitor, and communicate our CR strategy and related initiatives. Our board of directors, through our Nominating and Corporate Governance Committee (“NCGC”) oversees our CR initiatives to ensure that our actions consistently demonstrate our strong commitment to operating in an environmentally and socially responsible manner. To facilitate their oversight, the NCGC and our board of directors are provided with quarterly updates on our initiatives by our senior leadership team. CR objectives are included as part of our executive officers' goals and the achievement of such goals impacts the individual performance portion of their compensation.

We provide best-in-class, comprehensive CR disclosures, prepared in accordance with the Global Reporting Initiative (“GRI”) Standards and in alignment with Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks. We are a GRESB participant and a signatory to the Science Based Targets initiative (“SBTI”).

Environmental Responsibility: In 2021, our ESG Steering Committee formalized the Company’s Climate Change Policy, which articulates our strategy for the assessment of and response to the risks posed by climate change and natural hazards to our properties, our tenants, and the communities we serve. As part of this policy, we set a goal to achieve net zero carbon emissions by 2045 for areas under our operational control. As a signatory of the SBTI, aligned with the 1.5 degree Celsius pathway, we are committed to an interim reduction of greenhouse gas emissions by 50% by 2030 for areas under our operational control. As of December 31, 2021, we have achieved a 38% reduction against this interim SBTI goal.

Human Capital: As of December 31, 2022, we had 502 employees, including 500 full-time employees. Our talented and committed employees are the foundation of our success. Together, we strive to promote a culture that is supportive, collaborative, and inclusive, and that provides opportunities for both personal and professional growth. We empower our employees to think and act like owners in order to create value for all stakeholders. This approach enables us to attract and retain diverse and talented professionals while fostering collaborative, skilled, and motivated teams. The pillars of our human capital strategy are:

Engagement: We believe that employees that are personally engaged in our vision to be the center of the communities we serve and are connected with similarly engaged colleagues will be more effective in their roles. We measure employee engagement through biennial employee surveys and utilize the results from such surveys to continually improve our organization, enhancing benefits and various other forms of support based on employee feedback. Our engagement and connectivity initiatives have contributed to our 99% employee satisfaction score and 100% participation in annual performance reviews and talent development discussions.

Growth and Development: We encourage our employees to grow and develop their interests, skills, and passions by providing learning opportunities along with professional and personal training. Our annual talent development process is intended to provide a well-rounded perspective on individual performance by recognizing employee strengths, identifying opportunities for growth, and developing actionable plans for professional development. We foster employee growth by providing: comprehensive training programs geared towards specific job functions; innovative development programs, such as two-year intensive apprenticeship programs for entry level employees in leasing, property management, and construction; Predictive Index Behavioral Assessments to enhance self-awareness and effective collaboration; education assistance through reimbursements for tuition and professional licensure; and “Personal Development Accounts,” which provide time off and expense reimbursement for a personal or professional development activity chosen by the employee.

Health and Well-being: Our commitment to the health and well-being of our employees is a crucial component of our culture. We provide a wide-range of employee benefits including comprehensive medical, prescription, dental and vision insurance coverage (the majority of which is paid for by the Company); paid maternity, paternity, and adoption leave; matching 401(k) contributions; life insurance, disability benefits, and spousal death benefits; and a variety of time off benefits. We also encourage healthy lifestyles through initiatives such as: an annual wellness spending account; free
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access to online applications such as Noom (for developing healthy eating and lifestyle habits) and Headspace (for mindfulness and meditation); weekly live meditation breaks; health-oriented employee competitions; and "Wellness Wednesdays," which include live demonstrations related to a variety of healthy lifestyle topics. We also provide free access to licensed counselors to support mental health and offer hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting a healthy work-life balance.

Diversity, Equity, and Inclusion (“DEI”): We believe our performance is enhanced by an inclusive environment that reflects the diversity of the communities we serve. We advocate for DEI in every part of our organization and strive to create equal opportunities for all current and future employees. We believe a culture based on DEI is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives. Every year, each employee participates in culture and ethics training and signs a pledge to commit to helping create and maintain an inclusive culture free from harassment based on race, sexual orientation, gender, and other protected classes. Our DEI Leadership Council, comprised of diverse senior leaders from a variety of functional areas, reports directly to our CEO and assists in maintaining best practices and behaviors to enhance inclusion and promote equity and diversity. In addition, our employee-led Employee Resource Group helps further the DEI Leadership Council's key initiatives by bringing employees together to connect and learn. We also regularly feature DEI themes in employee trainings and community events, such as our Big Brain Days.

We strive to ensure diversity of job candidates through partnerships with DEI focused organizations such as ICSC Launch Academy and Sponsors For Educational Opportunity (SEO), which seek to provide summer internship opportunities for racially diverse undergraduate students. We also assess pay equity periodically as it relates to gender, race, and ethnicity based on a role/similar-role basis. On average, there is no pay gap with respect to gender or race/ethnicity across the Company. Additionally, in 2021, our CEO signed the CEO Action for Diversity & InclusionTM pledge, which is the largest CEO-driven business commitment to advance DEI in the workplace. In 2022, we became a founding donor to Nareit's Dividends Through Diversity, Equity, & Inclusion Giving Campaign, which supports charitable and educational organizations and initiatives that will help create a more diverse, equitable, and inclusive REIT and publicly traded real estate industry.

For more information on our CR strategy, goals, performance, and achievements, please visit our CR page at https://www.brixmor.com/why-brixmor/corporate-responsibility. Information on our website is not incorporated by reference herin and is not a part of this Annual Report on Form 10-K

Tenants
Our national portfolio is thoughtfully merchandised with non-discretionary and value-oriented retailers, as well as consumer-oriented service providers, and is home to a broad mix of national and regional tenants and local entrepreneurs. As of December 31, 2022, we had over 5,000 diverse tenants in our portfolio, including many vibrant new retailers added over the past several years, and approximately 72% of our properties were anchored by a grocer.

See “Item 2. Properties” for further information on our 20 largest tenants.

Compliance with Government Regulations
We are subject to federal, state, and local regulations, including environmental regulations that apply generally to the ownership of, and the operations conducted on, real property. As of December 31, 2022, we are not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business, financial condition, or results of operations. However, it is possible that we are not aware of, or may become subject to, potential environmental liabilities or material costs of complying with government regulations that could be material. See “Environmental conditions that exist at some of the properties in our Portfolio could result in significant unexpected costs” and “Compliance with the Americans with Disabilities Act, environmental laws, and fire, safety and other regulations may require us to make expenditures that would adversely affect our financial condition, operating results, and cash flows” in Item 1A. “Risk Factors” for further information regarding our risks related to government regulations.


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Financial Information about Industry Segments
Our principal business is the ownership and operation of open-air retail shopping centers. We do not distinguish our principal business or group our operations on a geographical basis for purposes of measuring performance. Accordingly, we have a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).

REIT Qualification
We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws commencing with our taxable year ended December 31, 2011, have maintained such requirements through our taxable year ended December 31, 2022, and intend to satisfy such requirements for subsequent taxable years. As a REIT, we generally will not be subject to U.S. federal income tax on net taxable income that we distribute annually to our stockholders. In order to qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the real estate qualification of sources of our income, the composition and value of our assets, the amounts we distribute to our stockholders, and the diversity of ownership of our stock. In order to comply with REIT requirements, we may need to forgo otherwise attractive opportunities or limit the manner in which we conduct our operations. See “Risks Related to our REIT Status and Certain Other Tax Items” in Item 1A. “Risk Factors” for further information.

Executive Officers
As of December 31, 2022, each of our executive officers has been employed by us for more than five years and included the following:

NamePosition
Year Joined(1)
Age
James TaylorPresident, Chief Executive Officer201656
Angela AmanExecutive Vice President, Chief Financial Officer and Treasurer201643
Brian T. FinneganExecutive Vice President, Chief Revenue Officer200442
Mark T. HorganExecutive Vice President, Chief Investment Officer201647
Steven F. SiegelExecutive Vice President, General Counsel and Secretary199162
Carolyn Carter Singh (2)
Executive Vice President, Chief Talent Officer200160
(1)    Includes predecessors of Brixmor Property Group Inc.
(2)    Effective January 4, 2023, Shea Taylor, age 50, replaced Carolyn Carter Singh, upon her retirement, as Executive Vice President, Chief Talent Officer

Corporate Headquarters
Brixmor Property Group Inc., a Maryland corporation, was incorporated in 2011. The Operating Partnership, a Delaware limited partnership, was formed in 2011. Our principal executive offices are located at 450 Lexington Avenue, New York, New York 10017, and our telephone number is (212) 869-3000.

Our website address is https://www.brixmor.com. Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K. We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC. We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act. You may access these filings by visiting “SEC Filings” under the “Financial Info” section of the “Investors” portion of our website. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information for issuers, such as us, that file electronically with the SEC at https://www.sec.gov.

Financial and other material information regarding our company is routinely posted on and accessible at the “Investors” portion of our website at https://www.brixmor.com. Investors and others should note that we use our website as a channel of distribution of material information to our investors. Therefore, we encourage investors and others interested in our company to review the information we post on the “Investors” portion of our website. In
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addition, you may enroll to automatically receive e-mail alerts and other information about our company by visiting “Email Alerts” under the “Additional Info” section of the “Investors” portion of our website.

Dividend Reinvestment & Direct Stock Purchase Plan
Our registrar and stock transfer agent is Computershare Trust Company, N.A. We offer a Dividend Reinvestment and Direct Stock Purchase Plan, providing shareholders and new investors with a simple and convenient method of investing in additional shares of common stock without payment of transaction or processing fees, service charges, or other expenses. Plan inquiries may be directed to (877) 373-6374, or (781) 575-2879 if located outside the U.S. and Canada.
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Item 1A. Risk Factors
Risks Related to Our Portfolio and Our Business
Adverse economic, market, and real estate conditions may adversely affect our financial condition, operating results, and cash flows.
Our Portfolio is predominantly comprised of community and neighborhood shopping centers. Our performance is, therefore, subject to risks associated with owning and operating these types of real estate assets. See Forward-Looking Statements included elsewhere in this Annual Report on Form 10-K for the factors that could affect our rental income and/or property operating expenses and therefore adversely affect our financial condition, operating results, and cash flows.

Recent significant increases in inflation and interest rates could adversely affect us and our tenants.
Inflation has significantly increased over the last two years and may continue to be elevated or increase further. The efforts of the Federal Reserve to combat inflation have led to significant increases in interest rates. These increases have resulted in higher operating and incremental borrowing costs for us and our tenants. Although the terms of our leases, the duration of our indebtedness, and our relatively low exposure to floating rate debt have mitigated the direct impact of inflation and interest rate increases, the degree and pace of these changes have had and may continue to have impacts on our business, including as a result of a potential economic recession, which may lead to higher levels of unemployment and decreases in consumer confidence and/or discretionary spending.

Public health crises, such as the COVID-19 pandemic, could materially and adversely affect our financial condition, operating results, and cash flows.
A future public health crisis, such as the one experienced during the COVID-19 pandemic, could have repercussions across domestic and global economies and financial markets. Government responses to such crises, including quarantines, may force our tenants to temporarily close stores, reduce hours, or significantly limit service which may result in significant economic contractions and a dramatic increase in national unemployment. The direct and indirect impacts of these crises could adversely affect our financial condition, operating results, and cash flows.

We may be required to make rent or other concessions and/or incur significant capital expenditures to retain existing tenants or attract new tenants.
There are numerous shopping venues, including regional malls, outlet malls, other shopping centers, and e-commerce, which compete with our Portfolio in attracting and retaining retailers. As of December 31, 2022, leases are scheduled to expire in our Portfolio on a total of approximately 8.6% of leased GLA during 2023. We may not be able to renew or promptly re-lease expiring space and even if we do renew or re-lease such space, future rental rates may be lower than current rates and other terms may not be as favorable. In addition, we may be required to incur significant capital expenditures in order to retain existing tenants or attract new tenants. In these situations, our financial condition, operating results, and cash flows could be adversely impacted.

Our active value-enhancing reinvestment program subjects us to risks that could adversely affect our financial condition, operating results, and cash flows.
In order to maintain the attractiveness of our Portfolio to retailers and consumers, we actively reinvest in our assets in the form of repositioning and redevelopments projects. In addition to the risks associated with real estate investments in general, as described elsewhere, the risks associated with repositioning and redevelopment projects include: (1) delays or failures in obtaining necessary zoning, occupancy, land use, and other governmental permits; (2) abandonment of projects after expending resources to pursue such opportunities; (3) cost overruns; (4) construction delays; and (5) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all. If we fail to reinvest in our Portfolio or maintain its attractiveness to retailers and consumers, if our capital improvements are not successful, or if retailers and consumers perceive that shopping at other venues (including e-commerce) is more convenient, cost-effective, or otherwise more compelling, our financial condition, operating results, and cash flows could be adversely impacted.

Significant retailer distress across our Portfolio could adversely affect our financial condition, operating results, and cash flows.
Our income is substantially comprised of rental income from tenants in our Portfolio. Our income would be adversely affected if a significant number of our tenants failed to make rental payments when due as a result of either operating challenges or disruptions in credit markets that adversely affect the ability of our tenants to obtain
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financing on favorable terms or at all. If our tenants are unable to meet their rental obligations, renew leases, or enter into new leases with us, our financial condition, operating results, and cash flows could be adversely impacted.

In certain circumstances, a tenant may have a right to terminate their lease. For example, a failure by an anchor tenant to occupy their leased premises could potentially trigger lease termination rights or reductions in rent due from certain other tenants in that shopping center. In the event of such lease terminations, we cannot be certain that we will be able to re-lease space on similar or economically advantageous terms. The loss of rental income from a significant number of tenants and difficulty in replacing such tenants could adversely affect our financial condition, operating results, and cash flows.

We may be unable to collect outstanding balances and/or future contractual rents due from tenants that file for bankruptcy protection.
When a tenant files for bankruptcy protection, we may not be able to collect amounts owed to us by that party prior to the bankruptcy filing. In addition, after filing for bankruptcy protection, a tenant may terminate any or all of its leases with us, which would result in a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us over the remainder of the lease term. In these situations, we cannot be certain that we will be able to re-lease such space on similar or economically advantageous terms, which could adversely affect our financial condition, operating results, and cash flows.

Our expenses may remain constant or increase, even if income from our Portfolio decreases.
Costs associated with our business, such as common area expenses, utilities, insurance, real estate taxes, and corporate expenses, are relatively inflexible and generally do not decrease due to vacancy, decreasing rental rates, rent collection issues, or other circumstances that may cause our revenues to decrease. In addition, inflation has and could continue to result in higher operating costs. If we are unable to lower our operating costs when revenues decline and/or are unable to fully pass along cost increases to our tenants, our financial condition, operating results, and cash flows could be adversely impacted.

Our real estate investments are relatively illiquid and we may not be able to dispose of assets in a timely manner, on favorable terms, or at all.
Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. We may be required to expend funds to correct defects or to make capital improvements before a property can be sold and we cannot be certain that we will have the funds available to make such capital improvements; therefore, we may be unable to sell a property on favorable terms or at all. In addition, the ability to sell assets in our Portfolio may also be restricted by certain covenants in our debt agreements, such as the credit agreement governing our Unsecured Credit Facility. As a result, we may be unable to realize our investment objectives through dispositions, which could adversely affect our financial condition, operating results, and cash flows.

Our real estate assets may be subject to impairment charges.
We periodically assess whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of our real estate assets (including any related intangible assets or liabilities) may be impaired. A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, are less than the carrying value of the property. Impairment charges have an immediate direct impact on our earnings. We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future. Any future impairment could have an adverse effect on our operating results in the period in which the charge is recognized.

We face competition in pursuing acquisition opportunities, which could increase the cost of such acquisitions and/or limit our ability to grow. To the extent that we are able to complete acquisitions, we may not be able to generate expected returns or successfully integrate such acquisitions into our existing operations.
We continue to evaluate the market for potential acquisitions and we may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully integrate, operate, reposition, or redevelop such properties is subject to several risks. We may be unable to acquire desired properties
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because of competition from other real estate investors, including from other well-capitalized REITs and institutional investment funds. Even if we are able to acquire desired properties, competition from such investors may significantly increase the price we must pay. In certain circumstances, we may abandon acquisition activities after expending significant resources to pursue such opportunities. Once we acquire new properties, these properties may not yield expected returns for several reasons, including: (1) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (2) inability to successfully integrate new properties into existing operations; and (3) fluctuations in the general economy, including due to the time lag between signing definitive documentation to acquire a new property and the closing of the acquisition. If any of these events occur, our financial condition, operating results, and cash flows could be adversely impacted.

We utilize a significant amount of indebtedness in the operation of our business. Required debt service payments and other risks related to our debt financing could adversely affect our financial condition, operating results, and cash flows.
As of December 31, 2022, we had approximately $5.0 billion aggregate principal amount of indebtedness outstanding. Our indebtedness could have important consequences to us. For example, it could (1) require us to dedicate a substantial portion of our cash flow to principal and interest payments, reducing the cash flow available to fund our business, pay dividends, including those necessary to maintain our REIT qualification, or use for other purposes; (2) increase our vulnerability to an economic downturn or various competitive pressures, as debt payments are not reduced if the economic performance of any property, or the Portfolio as a whole, deteriorates; and (3) limit our flexibility to respond to changing business and economic conditions. In addition, non-compliance with the terms of our debt agreements could result in the acceleration of a significant amount of indebtedness and could materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing on favorable terms or at all. Any of these outcomes could adversely affect our financial condition, operating results, and cash flows.

Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations may adversely affect our financial condition, operating results, and cash flows.
During 2022, interest rates increased significantly and may further increase in the future. As of December 31, 2022, $300.0 million of borrowings under our Term Loan Facility and $125.0 million of borrowings under our Revolving Facility bear interest at variable rates. In addition, we had $1.1 billion of available liquidity under our Revolving Facility and a $200.0 million delayed draw available under the Term Loan Facility, both of which would bear interest at variable rates upon borrowing. When interest rates increase, our debt service obligations on the variable rate indebtedness increase even though the amount borrowed remains the same, and our net income and cash flows correspondingly decrease. In order to partially mitigate our exposure to interest rate risk, we have entered into interest rate swap agreements on $300.0 million of our variable rate debt, which involve the exchange of variable for fixed rate interest payments. Taking into account our current interest rate swap agreements, a 100 basis point increase in interest rates would result in a $1.3 million increase in annual interest expense.

We may be unable to obtain additional capital through the debt and equity markets on favorable terms or at all.
As a REIT, we must annually distribute at least 90% of our REIT taxable income to our stockholders. As a result, we depend on internally generated free cash flow, proceeds from asset sales, and capital raises in the debt and equity markets to fund our business. Our access to external capital depends upon several factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential, our liquidity and leverage ratios, and our cash distributions. Additionally, interest rates have increased significantly during 2022 and may increase in the future. Increased interest rates negatively affect our ability to efficiently refinance our outstanding debt. Consequently, we cannot provide assurance that we will be able to access the debt and equity capital markets on favorable terms or at all. Our inability to obtain debt or equity capital could result in the disruption of our ability to: (1) operate, maintain or reinvest in our Portfolio; (2) repay or refinance our indebtedness on or before maturity; (3) acquire new properties; or (4) dispose of some of our assets on favorable terms due to an immediate need for capital. As a result, our financial condition, operating results, and cash flows be adversely impacted.

Adverse changes in our credit rating could affect our borrowing ability and the terms of existing or new financing.
Our creditworthiness is rated by nationally recognized credit rating agencies. The credit ratings assigned are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors
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viewed by the credit rating agencies as relevant to our industry. Our credit rating can affect our ability to access debt capital, as well as the terms of certain existing and potential future debt financings. Since we depend on debt financing to fund our business, an adverse change in our credit rating, including changes in our credit outlook, or even the initiation of a review of our credit rating that could result in an adverse change, could adversely affect our financial condition, operating results, and cash flows.

Covenants in our debt agreements could, under certain circumstances, result in an acceleration of our indebtedness.
Our debt agreements contain various financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur secured and unsecured debt. A breach of any of these covenants, if not cured within any applicable cure period, could result in a default and acceleration of certain of our indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay or refinance such indebtedness on favorable terms, or at all, which could adversely affect our financial condition, operating results, and cash flows.

An uninsured property loss or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or revenue associated with those properties.
We carry comprehensive liability, fire, extended coverage, business interruption, and acts of terrorism insurance with policy specifications and insured limits customarily carried for similar properties. There are, however, certain types of losses, such as from hurricanes, tornadoes, floods, earthquakes, terrorism, or wars, where coverages are limited or deductibles may be higher. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property on the premises due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and to obtain liability and property damage insurance policies at the tenant’s expense, kept in full force during the term of the lease. However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of an insured loss that is subject to a substantial deductible, we could lose all or part of the capital invested in, and anticipated revenue from, one or more properties, which could adversely affect our financial condition, operating results, and cash flows.

Environmental conditions that exist at some of the properties in our Portfolio could result in significant unexpected costs.
We are subject to federal, state, and local environmental regulations that apply generally to the ownership of, and the operations conducted on, real property. Under various federal, state, and local laws, ordinances, and regulations, we may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in our properties or disposed of by us or our 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). Such liability may be imposed whether or not we knew of, or were responsible for, the presence of these hazardous or toxic substances. As is the case with many community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site gas stations, the prior or current use of which could potentially increase our environmental liability exposure. The costs of investigation and removal or remediation of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to lease such property, to borrow funds using such property as collateral, or to dispose of such property.

In addition, certain of our properties may contain asbestos-containing building materials (“ACBM”). Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. The laws also may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.

Finally, we can provide no assurance that we are aware of all potential environmental liabilities or that the environmental studies performed by us have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our Portfolio; that any previous owner, occupant, or tenant did not create any material environmental condition unknown to us; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; or that changes in environmental laws and regulations will not result in additional environmental liabilities to us.

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Further information relating to recognition of remediation obligations in accordance with GAAP is discussed under the heading “Environmental matters” in Note 15 – Commitments and Contingencies to our Consolidated Financial Statements in this report.

Compliance with the Americans with Disabilities Act, fire, safety, environmental, and other regulations may require us to make expenditures that could adversely affect our financial condition, operating results, and cash flows.
All of the properties in our Portfolio are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements may necessitate the removal of access barriers and non-compliance could result in the imposition of fines by the U.S. government, awards of damages to private litigants, or both. We are continually assessing our Portfolio to determine our compliance with the current requirements of the ADA. We are required to comply with the ADA within the common areas of our Portfolio and we may not be able to pass on to our tenants the costs necessary to remediate any common area ADA issues, which could adversely affect our financial condition, operating results, and cash flows. In addition, we are required to operate the properties in compliance with fire, safety, and environmental regulations, building codes, and other regulations, as they may be adopted by governmental bodies and become applicable to our Portfolio. As a result, we may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate or redevelop properties subject to, those requirements. Further, compliance with new or more stringent laws or regulations or stricter interpretations of existing laws may require us to make additional capital expenditures. For example, various federal, state, and local laws and regulations have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions. Among other things, “green” building codes may seek to reduce emissions through the imposition of standards for design, construction materials, water and energy usage and efficiency, and waste management. These requirements could increase the costs of maintaining or improving the properties in our Portfolio and could also result in increased compliance costs or additional operating restrictions that could adversely impact the businesses of our tenants and their ability to pay rent, which could adversely affect our financial condition, operating results, and cash flows.

We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential information or other business disruptions.
We rely extensively on computer systems to operate and manage our business and process transactions, and as a result, our business is at risk from, and may be impacted by, cybersecurity attacks. These attacks could include attempts to gain unauthorized access to our data and/or computer systems. Attacks may be undertaken by individuals or may be highly organized attempts by very sophisticated organizations. We employ a variety of measures to prevent, detect, and mitigate these threats, which include password protection, frequent mandatory password change events, multi-factor authentication, mandatory employee trainings, firewall detection systems, frequent backups, a redundant data system for core applications, and annual penetration testing; however, there is no guarantee that such efforts will be successful in preventing or mitigating a cybersecurity attack. A cybersecurity attack, such as a ransomware attack, could compromise the confidential information, including the personally identifiable information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks, result in misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space, or require significant management attention and resources to remedy any damages that result. A successful attack could also damage our reputation and result in significant remediation costs and potential litigation. Similarly, our tenants rely extensively on computer systems to process transactions and manage their businesses and thus are also at risk from, and may be impacted by, cybersecurity attacks. A cybersecurity attack experienced by us or one of our tenants that results in an interruption in business operations and/or a deterioration in reputation could adversely affect our financial condition, operating results, and cash flows. As of December 31, 2022, we have not had any material incidences involving cybersecurity attacks.



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The direct and indirect impact on us and our tenants from severe weather, flooding, and other effects of climate change, and the economic and reputational impacts of the transition to non-carbon based energy, could adversely affect our financial condition, operating results, and cash flows.
Our properties have been and may in the future be adversely impacted by flooding, wildfires, high winds and other effects of severe weather conditions that may be caused or exacerbated by climate change. These events can result in property closures, property damage, and delays in value-enhancing reinvestment stabilizations, and may adversely impact the operations of our tenants. Even if these events do not directly impact our properties, they have impacted and may continue to impact us and our tenants through increases in insurance, energy or other costs. In addition, the ongoing transition to non-carbon based energy presents certain risks for us and our tenants, including risks related to high energy costs and energy shortages, among other things. Changes in laws or regulations, including federal, state, or local laws, relating to climate change could result in increased capital expenditures to improve the energy efficiency of our properties.

Risks Related to Our Organization and Structure
BPG’s board of directors may change significant corporate policies without stockholder approval.
BPG’s investment, financing, and dividend policies and our policies with respect to all other business activities, including strategy and operations, will be determined by BPG’s board of directors. These policies may be amended or revised at any time and from time to time at the discretion of BPG’s board of directors without a vote of our stockholders. BPG’s charter also provides that BPG’s board of directors may revoke or otherwise terminate our REIT election without the approval of BPG’s stockholders if it determines that it is no longer in BPG’s best interests to continue to qualify as a REIT. In addition, BPG’s board of directors may change BPG’s policies with respect to conflicts of interest, provided that such changes are consistent with applicable legal requirements. A change in any of these policies could have an adverse effect on our financial condition, operating results, and cash flows.

BPG’s board of directors may approve the issuance of stock, including preferred stock, with terms that may discourage a third party from acquiring us.
BPG’s charter permits its board of directors to authorize the issuance of stock in one or more classes or series. Our board of directors may also classify or reclassify any unissued stock and establish the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of any such stock, which rights may be superior to those of our common stock. Thus, BPG’s board of directors could authorize the issuance of shares of a class or series of stock with terms and conditions that could have the effect of discouraging an unsolicited acquisition of us or a change of our control in which holders of some or a majority of BPG’s outstanding common stock may receive a premium for their shares over the then-current market price of our common stock.

The rights of BPG and BPG's stockholders to take action against BPG’s directors and officers are limited.
BPG’s charter eliminates the liability of BPG’s directors and officers to us and BPG’s stockholders for money damages to the maximum extent permitted under Maryland law. Under Maryland law and BPG’s charter, BPG’s directors and officers do not have any liability to BPG or BPG’s stockholders for money damages other than liability resulting from:

the actual receipt of an improper benefit or profit in money, property, or services; or
active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action adjudicated.

BPG’s charter authorizes, and BPG’s bylaws require, BPG to indemnify each of BPG’s directors and officers who is made a party to or witness in a proceeding by reason of his or her service in those capacities (or in a similar capacity at another entity at the request of BPG), to the maximum extent permitted under Maryland law, from and against any claim or liability to which such person may become subject by reason of his or her status as a present or former director or officer of BPG. In addition, BPG may be obligated to pay or reimburse the expenses incurred by BPG’s present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, BPG and BPG’s stockholders may have more limited rights to recover money damages from BPG’s directors and officers than might otherwise exist absent these provisions in BPG’s charter and bylaws or that might exist with other companies, which could limit the recourse of stockholders.


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BPG’s charter contains a provision that expressly permits BPG’s non-employee directors to compete with us.
BPG’s charter provides that, to the maximum extent permitted under Maryland law, BPG renounces any interest or expectancy that BPG has in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by BPG’s directors or their affiliates, other than to those directors who are employed by BPG or BPG’s subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director. Non-employee directors or any of their affiliates will not have any duty to communicate or offer such transaction or business opportunity to us or to refrain from engaging, directly or indirectly, in the same or similar business activities or lines of business in which we or our affiliates engage or propose to engage. These provisions may deprive us of opportunities which we may have otherwise wanted to pursue.

BPG’s charter provides that, to the maximum extent permitted under Maryland law, each of BPG’s non-employee directors, and any of their affiliates, may:

acquire, hold, and dispose of shares of BPG’s stock or OP Units for his or her own account or for the account of others, and exercise all of the rights of a stockholder of Brixmor Property Group Inc. or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she, or they were not BPG’s director or stockholder; and
in his, her, or their personal capacity or in his, her, or their capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor, or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation, or disposition of interests in mortgages, real property, or persons engaged in the real estate business.

Risks Related to our REIT Status and Certain Other Tax Items
If BPG does not maintain its qualification as a REIT, it will be subject to tax as a regular corporation and could face a substantial tax liability.
BPG intends to continue to operate so as to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, BPG could fail to meet various compliance requirements, which could jeopardize its REIT status. Furthermore, new tax legislation, administrative guidance, or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for BPG to qualify as a REIT.

If BPG fails to qualify as a REIT in any taxable year and BPG is not entitled to relief under applicable statutory provisions:

BPG would be taxed as a non-REIT “C” corporation, which under current laws, among other things, means being unable to deduct dividends paid to stockholders in computing taxable income and being subject to U.S. federal income tax on its taxable income at regular corporate income tax rates, which would reduce BPG’s cash flows and funds available for distribution to stockholders; and
BPG would be disqualified from taxation as a REIT for the four taxable years following the year in which it failed to qualify as a REIT.

The Internal Revenue Service (“IRS”), the U.S. Treasury Department, and Congress frequently review U.S. federal income tax legislation, regulations, and other guidance. BPG cannot predict whether, when, or to what extent new U.S. federal tax laws, regulations, interpretations, or rulings will be adopted. Any legislative action may prospectively or retroactively modify BPG’s tax treatment and, therefore, may adversely affect taxation of BPG or BPG’s stockholders. Stockholders should consult with their tax advisors with respect to the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in BPG’s stock.

Complying with REIT requirements may force BPG to liquidate or restructure investments or forgo otherwise attractive investment opportunities, and/or may discourage BPG from disposing of certain assets.
In order to qualify as a REIT, BPG must satisfy various requirements relating to the types of assets it holds and the nature of its income. In order to satisfy these technical requirements, BPG may be required to liquidate from its
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portfolio, or contribute to a taxable REIT subsidiary, otherwise attractive investments in order to maintain its qualification as a REIT. These actions could reduce BPG’s income and amounts available for distribution to its stockholders.

In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.”  Prohibited transactions generally include sales of assets, other than foreclosure property, that constitute inventory or other property held for sale to customers in the ordinary course of business. Although BPG does not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with BPG’s characterization of its properties or that BPG will be able to make use of the otherwise available safe harbors. The resulting 100% tax could affect BPG’s decisions to sell certain properties if it believes such sales could be treated as prohibited transactions. However, BPG would not be subject to this tax if it were to sell such assets through a taxable REIT subsidiary, instead incurring tax on the asset sale at regular corporate tax rates.

BPG’s charter does not permit any person to own more than 9.8% of BPG’s outstanding common stock or of BPG’s outstanding stock of all classes or series, and attempts to acquire BPG’s common stock or BPG’s stock of all classes or series in excess of these limits would not be effective without an exemption from these limits by BPG’s board of directors.
For BPG to qualify as a REIT under the Code, not more than 50% of the value of BPG’s outstanding stock may be owned directly or indirectly by five or fewer individuals (including certain entities treated as individuals for this purpose) during the last half of a taxable year. For the purpose of assisting BPG’s qualification as a REIT for U.S. federal income tax purposes, among other purposes, BPG’s charter prohibits beneficial or constructive ownership by any individual of more than a certain percentage, currently 9.8%, in value or by number of shares, whichever is more restrictive, of the outstanding shares of BPG’s common stock or 9.8% in value of the outstanding shares of BPG’s capital stock, which BPG refers to as the “ownership limit.” The constructive ownership rules under the Code and BPG’s charter are complex and may cause shares of the outstanding common stock owned by a group of related individuals to be deemed to be constructively owned by one individual. As a result, the acquisition of less than 9.8% of BPG’s outstanding common stock or BPG’s capital stock by an individual could cause the individual to own constructively in excess of 9.8% of BPG’s outstanding common stock or BPG’s capital stock, respectively, and thus violate the ownership limit. Any attempt to own or transfer shares of BPG’s stock in excess of the ownership limit without an exemption from BPG’s board of directors will result either in the shares in excess of the limit being transferred by operation of the charter to a charitable trust or the original transfer being void, and the individual who attempted to acquire such excess shares will not have any rights in such excess shares. In addition, there can be no assurance that BPG’s board of directors, as permitted in the charter, will not decrease this ownership limit in the future.

The ownership limit may have the effect of precluding a change in control of BPG by a third party, even if such change in control would be in the best interests of BPG’s stockholders or would result in BPG’s stockholders receiving a premium for their shares over the then-current market price of BPG’s common stock, and even if such change in control would not reasonably jeopardize BPG’s REIT status.

BPG may choose to make distributions in BPG’s own stock, in which case stockholders may be required to pay income taxes without receiving any cash dividends.
In connection with BPG’s qualification as a REIT, BPG is required to 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. Although it does not currently intend to do so, in order to satisfy this requirement, BPG is permitted, subject to certain conditions and limitations, to make distributions that are in whole or in part payable in shares of BPG’s stock. Taxable stockholders receiving such distributions will be required to include a portion, if not all, of such distributions as ordinary dividend income. As a result, stockholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received and may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. In addition, if a significant number of BPG’s stockholders elect to sell shares of BPG’s stock in order to pay taxes owed on dividend income, such sales may put downward pressure on the market price of BPG’s stock.


15


Item 1B. Unresolved Staff Comments
None.
16


Item 2. Properties
As of December 31, 2022, our Portfolio was comprised of 373 shopping centers totaling approximately 66 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 CBSAs in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2022, our three largest tenants by ABR were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc.

The following table summarizes our top 20 tenants by ABR, as of December 31, 2022 (dollars in thousands, except for PSF amounts):
RetailerOwned LeasesLeased GLAPercent of GLAABR
 ABR PSF(1)
Percent of ABR
The TJX Companies, Inc.87 2,595,054 3.9 %$31,808 $12.26 3.4 %
The Kroger Co.44 2,993,862 4.5 %22,648 7.56 2.4 %
Burlington Stores, Inc.36 1,567,993 2.4 %17,989 11.47 1.9 %
Dollar Tree Stores, Inc.121 1,405,068 2.1 %15,945 11.35 1.7 %
Publix Super Markets, Inc.31 1,431,891 2.2 %14,552 10.16 1.5 %
Ross Stores, Inc39 1,017,273 1.5 %12,850 12.63 1.4 %
L.A Fitness International, LLC14 566,362 0.9 %10,994 19.41 1.2 %
Ahold Delhaize18 981,884 1.5 %10,676 10.87 1.1 %
Amazon.com, Inc. / Whole Foods Market Services, Inc.15 567,970 0.9 %9,930 17.48 1.1 %
Albertson's Companies, Inc14 750,202 1.1 %9,638 12.85 1.0 %
PetSmart, Inc.27 594,706 0.9 %9,483 15.95 1.0 %
Kohl's Corporation14 1,095,329 1.7 %8,896 8.12 0.9 %
Five Below, Inc.49 445,679 0.7 %8,666 19.44 0.9 %
Ulta Beauty, Inc.32 356,831 0.5 %8,346 23.39 0.9 %
PETCO Animal Supplies, Inc.34 463,715 0.7 %8,080 17.42 0.9 %
Big Lots, Inc.32 1,035,469 1.6 %7,845 7.58 0.8 %
Party City Holdco Inc.28 410,595 0.6 %6,293 15.33 0.7 %
The Michaels Companies, Inc.21 472,884 0.7 %6,169 13.05 0.7 %
Staples, Inc.21 442,469 0.7 %5,373 12.14 0.6 %
Bed Bath & Beyond, Inc.19 479,461 0.7 %5,324 11.10 0.6 %
TOP 20 RETAILERS696 19,674,697 29.8 %$231,505 $11.77 24.7 %
(1)     ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements.






















17


The following table summarizes the geographic diversity of our Portfolio by state, ranked by ABR, as of December 31, 2022 (dollars in thousands, expect for PSF amounts):
StateNumber of Properties GLA Percent BilledPercent Leased ABR
 ABR PSF(1)
Percent of Number of PropertiesPercent of GLAPercent of ABR
Florida49 8,404,624 92.6 %95.7 %$128,520 $16.31 13.0 %12.8 %13.5 %
California28 5,248,351 92.2 %96.1 %107,776 22.88 7.5 %8.0 %11.4 %
Texas48 7,288,897 89.9 %92.3 %106,127 16.25 12.9 %11.0 %11.2 %
New York27 3,463,005 92.9 %95.9 %68,652 21.09 7.2 %5.2 %7.3 %
Pennsylvania25 4,555,884 90.8 %95.5 %67,212 18.92 6.7 %6.9 %7.1 %
Illinois17 4,322,356 84.6 %86.8 %53,124 14.70 4.6 %6.5 %5.6 %
New Jersey16 2,821,968 87.9 %96.9 %46,153 17.91 4.3 %4.3 %4.9 %
Georgia27 3,786,901 89.1 %94.7 %45,585 13.09 7.2 %5.7 %4.8 %
North Carolina15 3,317,924 93.3 %96.7 %40,689 13.34 4.0 %5.0 %4.3 %
10 Michigan15 2,803,004 90.0 %92.5 %35,033 14.14 4.0 %4.2 %3.7 %
11 Ohio13 2,872,779 87.9 %92.1 %34,781 15.36 3.5 %4.4 %3.7 %
12 Connecticut10 1,673,845 83.9 %89.6 %23,628 15.84 2.7 %2.5 %2.5 %
13 Tennessee1,791,013 96.8 %97.0 %22,991 13.56 1.9 %2.7 %2.4 %
14 Colorado1,593,917 93.0 %95.8 %22,524 15.67 1.9 %2.4 %2.4 %
15 Massachusetts10 1,507,803 91.4 %95.8 %19,818 15.46 2.7 %2.3 %2.1 %
16 Kentucky1,683,212 92.7 %95.2 %18,808 13.01 1.9 %2.6 %2.0 %
17 South Carolina1,441,400 83.5 %89.1 %17,961 14.28 2.1 %2.2 %1.9 %
18 Minnesota1,269,831 88.5 %88.8 %16,236 15.71 2.4 %1.9 %1.7 %
19 Indiana1,212,380 93.4 %96.2 %14,186 12.27 1.3 %1.8 %1.5 %
20 Virginia826,116 91.1 %93.7 %10,565 14.81 1.6 %1.3 %1.1 %
21 New Hampshire670,250 88.6 %95.3 %9,034 14.75 1.3 %1.0 %1.0 %
22 Wisconsin566,588 86.3 %92.0 %6,287 12.07 1.1 %0.9 %0.7 %
23 Maryland371,904 98.4 %99.2 %6,252 17.31 0.5 %0.6 %0.7 %
24 Missouri495,523 90.1 %91.7 %4,613 10.22 1.1 %0.8 %0.5 %
25 Alabama410,401 82.9 %85.8 %4,369 12.70 0.3 %0.6 %0.5 %
26 Kansas376,599 95.5 %96.0 %3,667 13.05 0.5 %0.6 %0.4 %
27 Oklahoma193,276 100.0 %100.0 %2,081 10.77 0.3 %0.3 %0.2 %
28 Vermont223,314 90.0 %90.0 %1,934 9.63 0.3 %0.3 %0.2 %
29 Maine287,533 95.5 %95.5 %1,875 17.65 0.3 %0.4 %0.2 %
30 Arizona165,350 67.1 %79.3 %1,825 13.92 0.3 %0.3 %0.2 %
31 Iowa269,705 70.3 %73.9 %1,657 8.32 0.3 %0.4 %0.2 %
32 West Virginia75,344 8.4 %44.8 %527 15.61 0.3 %0.1 %0.1 %
TOTAL373 65,990,997 90.2 %93.8 %$944,490 $16.19 100.0 %100.0 %100.0 %
(1)     ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements.

The following table summarizes certain information for our Portfolio by unit size, as of December 31, 2022 (dollars in thousands, expect for PSF amounts):
Number of
Units
GLAPercent of GLAPercent BilledPercent Leased ABR
ABR PSF(1)
Percent of ABR
≥ 35,000 SF420 23,857,818 36.1 %94.8 %96.0 %$223,991 $11.05 23.7 %
20,000 34,999 SF
493 12,852,347 19.5 %91.9 %96.7 %145,043 11.78 15.4 %
10,000 19,999 SF
617 8,419,454 12.8 %89.5 %94.4 %118,199 15.23 12.5 %
5,000 9,999 SF
1,110 7,657,600 11.6 %85.2 %91.2 %134,374 19.97 14.2 %
< 5,000 SF6,189 13,203,778 20.0 %83.6 %88.1 %322,883 28.67 34.2 %
TOTAL8,829 65,990,997 100.0 %90.2 %93.8 %$944,490 $16.19 100.0 %
TOTAL ≥ 10,000 SF1,530 45,129,619 68.4 %93.0 %95.9 %$487,233 $12.07 51.6 %
TOTAL < 10,000 SF7,299 20,861,378 31.6 %84.2 %89.2 %457,257 25.42 48.4 %
(1)     ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements.
18


The following table summarizes lease expirations for leases in place within our Portfolio for each of the next 10 calendar years and thereafter, assuming no exercise of renewal options and including the GLA of lessee-owned leasehold improvements, as of December 31, 2022:
Number of LeasesLeased GLA% of Leased GLA% of In-Place ABRIn-Place ABR PSFABR PSF at Expiration
M-M286 795,878 1.3 %1.3 %$15.46 $15.46 
20231,040 5,349,850 8.6 %8.0 %14.17 14.17 
20241,156 8,095,888 13.1 %12.3 %14.35 14.46 
20251,046 7,789,912 12.6 %12.1 %14.70 14.90 
2026917 7,202,285 11.6 %11.6 %15.26 15.66 
2027999 8,364,079 13.5 %13.5 %15.27 15.86 
2028614 5,297,992 8.6 %8.7 %15.44 16.83 
2029401 4,112,264 6.6 %6.6 %15.10 16.68 
2030313 2,985,609 4.8 %4.9 %15.63 17.35 
2031271 2,619,116 4.2 %4.5 %16.12 18.30 
20323683,132,994 5.1 %5.8 %17.34 19.58 
2033+521 6,152,271 10.0 %10.7 %16.41 19.26 

More specific information with respect to each of our properties is set forth in Exhibit 99.1, which is incorporated herein by reference.

Leases
Our anchor tenants generally have leases with original terms ranging from 10 to 20 years and may or may not have renewal options for one or more additional periods. Smaller tenants typically have leases with original terms ranging from five to 10 years and may or may not have renewal options for one or more additional periods. Leases in our Portfolio generally provide for the payment of fixed monthly base rent. Certain leases also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a predetermined threshold. Leases also generally provide for contractual increases in base rent over both the original lease term and any renewal option periods and the reimbursement of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties.

The foregoing general description of the characteristics of the leases of our Portfolio is not intended to describe all leases, and material variations in lease terms may exist.

Insurance
We have a wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance for the properties in our Portfolio. We formed Incap as part of our 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.

We also maintain commercial liability, fire, extended coverage, earthquake, business interruption, and rental loss insurance covering all of the properties in our Portfolio. We select coverage specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of coverage, industry practice, and the nature of the shopping centers in our Portfolio. In addition, tenants are generally required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property on the premises due to activities conducted by tenants or their agents at the properties (including without limitation any environmental contamination), and to obtain liability and property damage insurance policies at the tenant’s expense, kept in full force during the term of the lease. In the opinion of our management, all of the properties in our Portfolio are currently adequately insured. We do not carry insurance for generally uninsured losses, such as losses from war. See “Risk Factors – Risks Related to Our Portfolio and Our Business – An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in those properties.”

19


Item 3. Legal Proceedings
The information contained under the heading “Legal Matters” in Note 15 – Commitments and Contingencies to our Consolidated Financial Statements in this report is incorporated by reference into this Item 3.

Item 4. Mine Safety Disclosures
Not applicable.
20


PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
BPG’s common stock trades on the New York Stock Exchange under the trading symbol “BRX.” As of February 1, 2023, the number of holders of record of BPG’s common stock was 626. This figure does not represent the actual number of beneficial owners of BPG’s common stock because shares of BPG’s common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.

BPG 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, BPG 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 BPG’s REIT status. As a REIT, BPG 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.

BPG’s future distributions will be at the sole discretion of BPG’s board of directors. When determining the amount of future distributions, we expect that BPG’s board of directors will consider, among other factors; (1) the amount of cash generated from our operating activities; (2) the amount of cash required for leasing and maintenance capital expenditures; (3) the amount of cash required for debt repayments, reinvestment activity, net acquisitions, and share repurchases; (4) the amount of cash required to be distributed to maintain BPG’s status as a REIT and to reduce any income and excise taxes that BPG otherwise would be required to pay; (5) any limitations on our distributions contained in our financing agreements, including, without limitation, in our Unsecured Credit Facility; (6) the sufficiency of legally-available assets; and (7) our ability to continue to access external sources of capital.

To the extent BPG is prevented, by provisions in our financing agreements or otherwise, from distributing 100% of BPG’s REIT taxable income, or otherwise does not distribute 100% of BPG’s REIT taxable income, BPG will be subject to income tax, and potentially excise tax, on the retained amounts. If our operations do not generate sufficient cash flow to allow BPG to satisfy the REIT distribution requirements, we may be required to fund distributions with working capital, additional indebtedness, or asset sales, or we may be required to reduce such distributions or make such distributions, in whole or in part, payable in shares of BPG’s stock. See Item 1A. “Risk Factors” for information regarding risk factors that could adversely affect our financial condition, operating results, and cash flows.

Distributions to the extent of the Company’s current and accumulated earnings and profits for federal income tax purposes will be taxable to stockholders as ordinary dividend income or capital gain income. Distributions in excess of taxable earnings and profits generally will be treated as non-taxable return of capital. Non-taxable return of capital distributions, to the extent that they do not exceed the stockholder’s adjusted tax basis in its common shares, have the effect of deferring taxation until the sale of the stockholder’s common shares. To the extent that distributions are both in excess of taxable earnings and profits and in excess of the stockholder’s adjusted tax basis in its common shares, the distributions will be treated as capital gains from the sale of common shares. For the taxable year ended December 31, 2022, 100.0% of the Company’s distributions to stockholders constituted taxable ordinary income. For the taxable year ended December 31, 2021, 91.8% of the Company’s distributions to stockholders constituted taxable ordinary income and 8.2% constituted a return of capital.









21


BPG’s Total Stockholder Return Performance
The following performance chart compares, for the period from December 31, 2017 through December 31, 2022, the cumulative total return of BPG’s common stock with the cumulative total return of the S&P 500 Index and the FTSE Nareit Equity Shopping Centers Index. All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed.
brx-20221231_g1.jpg
Sales of Unregistered Equity Securities
There were no sales of unregistered equity securities during the year ended December 31, 2022.

Issuer Purchases of Equity Securities
On November 1, 2022, we established a new share repurchase program (the “Repurchase Program”) for up to $400.0 million of our common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by our board of directors. The Repurchase Program replaced our prior share repurchase program, which was scheduled to expire on January 9, 2023. During the three months and year ended December 31, 2022, we did not repurchase any shares of common stock. As of December 31, 2022, the Repurchase Program had $400.0 million of available repurchase capacity.

Item 6. [Reserved]






22


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage relationships set forth in the Consolidated Financial Statements and accompanying notes, including trends which might appear, should not be taken as indicative of future operations.

Executive Summary
Our Company
Brixmor Property Group Inc. and subsidiaries (collectively, “BPG”) 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 BPG conducts substantially all of its operations and owns substantially all of its assets. BPG 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. Unless stated otherwise or the context otherwise requires, “we,” “our,” and “us” mean BPG and the Operating Partnership, collectively. We own and operate 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, our portfolio was comprised of 373 shopping centers (the “Portfolio”) totaling approximately 66 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2022, our three largest tenants by annualized base rent (“ABR”) were The TJX Companies, Inc. (“TJX”), The Kroger Co. (“Kroger”), and Burlington Stores, Inc. (“Burlington”). BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws commencing with our taxable year ended December 31, 2011, has maintained such requirements through our taxable year ended December 31, 2022, and intends to satisfy such requirements for subsequent taxable years.

Our primary objective is to maximize total returns to our stockholders through consistent, sustainable growth in cash flow. Our key strategies to achieve this objective include proactively managing our Portfolio to drive internal growth, pursuing value-enhancing reinvestment opportunities, and prudently executing on acquisition and disposition activity, while also maintaining a flexible capital structure positioned for growth. In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility (“CR”) strategy and our commitment to environmental, social, and governance (“ESG”) issues.

We believe the following set of competitive advantages positions us to successfully execute on our key strategies:

Expansive Retailer Relationships – We believe that the scale of our asset base and our nationwide footprint represent competitive advantages in supporting the growth objectives of the nation’s largest and most successful retailers. We believe that we are one of the largest landlords by GLA to TJX, Kroger, and Burlington, as well as a key landlord to most major grocers and retail category leaders. We believe that our strong relationships with leading retailers afford us unique insight into their strategies and priority access to their expansion plans.

Fully-Integrated Operating Platform – We manage a fully-integrated operating platform, leveraging our national scope and demonstrating our commitment to operating with a strong regional and local presence. We provide our tenants with dedicated service through both our national accounts leasing team based in New York and our network of four regional offices in Atlanta, Chicago, Philadelphia and San Diego, as well as our 12 leasing and property management satellite offices throughout the country. We believe that this structure enables us to obtain critical national market intelligence, while also benefiting from the regional and local expertise of our leasing and operations teams.

Experienced Management – Senior members of our management team are seasoned real estate operators with extensive public company leadership experience. Our management team has deep industry knowledge and well-established relationships with retailers, brokers, and vendors through many years of operational and transactional experience, as well as significant capital markets capabilities and expertise in executing value-enhancing reinvestment opportunities.

23


Factors That May Influence Our Future Results
We derive our rental income primarily from base rent and expense reimbursements paid by tenants to us under existing leases at each of our properties. Expense reimbursements primarily consist of payments made by tenants to us for 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 our properties.

Our ability to maintain or increase rental income is primarily dependent on our ability to maintain or increase rental rates, renew expiring leases, and/or lease available space. Increases in our property operating expenses, including repairs and maintenance, landscaping, snow removal, security, ground rent related to properties for which we are the lessee, utilities, insurance, real estate taxes, and various other costs, to the extent they are not reimbursed by tenants or offset by increases in rental income, will adversely impact our overall performance. See Forward-Looking Statements included elsewhere in this Annual Report on Form 10-K for additional information regarding risk factors that could affect our financial condition, operating results, and cash flows.

Leasing Highlights
As of December 31, 2022, billed and leased occupancy were 90.2% and 93.8%, respectively, compared to 88.7% and 92.0%, respectively, as of December 31, 2021.

The following table summarizes our executed leasing activity for the years ended December 31, 2022 and 2021 (dollars in thousands, except for per square foot (“PSF”) amounts):
For the Year Ended December 31, 2022
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases1,614 10,572,727 $16.47 $4.71 $2.05 12.7 %
New and renewal leases1,403 7,095,235 18.31 7.02 3.06 16.0 %
New leases613 3,256,527 19.08 13.05 6.57 37.0 %
Renewal leases790 3,838,708 17.66 1.91 0.08 11.1 %
Option leases211 3,477,492 12.72 — — 6.7 %
For the Year Ended December 31, 2021
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases1,641 10,041,399 $16.05 $4.08 $1.84 10.1 %
New and renewal leases1,478 6,817,114 18.42 6.01 2.71 11.4 %
New leases639 3,055,371 18.66 12.14 5.92 27.6 %
Renewal leases839 3,761,743 18.22 1.03 0.10 6.3 %
Option leases163 3,224,285 11.04 — — 7.1 %
(1)    Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal or option leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months.
Excludes leases executed for terms of less than one year.
ABR PSF includes the GLA of lessee-owned leasehold improvements.

Acquisition Activity
During the year ended December 31, 2022, we acquired seven shopping centers, one outparcel, and one land parcel and paid less than $0.1 million related to previously acquired assets for an aggregate purchase price of $409.7 million, including transaction costs and closing credits.

During the year ended December 31, 2021, we acquired six shopping centers, one outparcel, and two land parcels for an aggregate purchase price of $258.8 million, including transaction costs and closing credits.




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Disposition Activity
During the year ended December 31, 2022, we 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, we 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, we 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, we received aggregate net proceeds of less than $0.1 million from previously disposed assets resulting in aggregate gain of less than $0.1 million.

Results of Operations
The results of operations discussion is combined for BPG and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.

Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
Revenues (in thousands)
Year Ended December 31,
20222021$ Change
Revenues
Rental income$1,217,362 $1,146,304 $71,058 
Other revenues712 5,970 (5,258)
Total revenues$1,218,074 $1,152,274 $65,800 

Rental income
The increase in rental income for the year ended December 31, 2022 of $71.1 million, compared to the corresponding period in 2021, was due to a $55.9 million increase for assets owned for the full period and a $15.1 million increase in rental income due to net transaction activity. The increase for assets owned for the full period was due to (i) a $33.6 million increase in base rent; (ii) a $12.1 million increase in expense reimbursements; (iii) a $7.9 million increase in straight-line rental income, net; (iv) a $4.5 million increase in ancillary and other rental income; (v) a $3.1 million increase in percentage rents; and (vi) a $2.6 million increase associated with revenues deemed uncollectible; partially offset by (vii) a $5.5 million decrease in lease termination fees; and (viii) a $2.4 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant improvements. The $33.6 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 12.7% during the year ended December 31, 2022 and 10.1% during the year ended December 31, 2021, an increase in weighted average billed occupancy, and a decrease in rent deferrals accounted for as lease modifications and rent abatements related to COVID-19. The $12.1 million increase in expense reimbursements was primarily attributable to increases in billed occupancy, reimbursable operating expenses, and real estate taxes.

Other revenues
The decrease in other revenues for the year ended December 31, 2022 of $5.3 million, compared to the corresponding period in 2021, was primarily due to a decrease in tax increment financing income.









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Operating Expenses (in thousands)
Year Ended December 31,
20222021$ Change
Operating expenses
Operating costs$141,408 $132,042 $9,366 
Real estate taxes170,383 165,746 4,637 
Depreciation and amortization344,731 327,152 17,579 
Impairment of real estate assets5,724 1,898 3,826 
General and administrative117,225 105,454 11,771 
Total operating expenses$779,471 $732,292 $47,179 

Operating costs
The increase in operating costs for the year ended December 31, 2022 of $9.4 million, compared to the corresponding period in 2021, was due to a $7.7 million increase for assets owned for the full period primarily due to increases in repairs and maintenance, utilities, and insurance costs, in addition to a $1.7 million increase in operating costs due to net transaction activity.

Real estate taxes
The increase in real estate taxes for the year ended December 31, 2022 of $4.6 million, compared to the corresponding period in 2021, was primarily due to a $2.7 million increase due to net transaction activity and a $1.9 million increase for assets owned for the full period, primarily due to an increase in current year assessments.

Depreciation and amortization
The increase in depreciation and amortization for the year ended December 31, 2022 of $17.6 million, compared to the corresponding period in 2021, was primarily due to a $14.9 million increase attributable to net transaction activity, and a $2.7 million increase for assets owned for the full period, primarily due to capital expenditures, partially offset by accelerated depreciation and amortization related to tenant move-outs.

Impairment of real estate assets
During the year ended December 31, 2022, aggregate impairment of $5.7 million was recognized on two shopping centers and one partial shopping center as a result of disposition activity. During the year ended December 31, 2021, aggregate impairment of $1.9 million was recognized on two shopping centers as a result of disposition activity.

General and administrative
The increase in general and administrative costs for the year ended December 31, 2022 of $11.8 million, compared to the corresponding period in 2021, was primarily due to an increase in net compensation costs, marketing expenses, and travel and entertainment costs, partially offset by decreases in litigation and other non-routine legal, professional, office, and other expenses.

During the years ended December 31, 2022 and 2021, construction compensation costs of $17.5 million and $16.6 million, respectively, were capitalized to building and improvements and leasing legal costs of $4.1 million and $2.5 million, respectively, and leasing commission costs of $7.9 million and $6.8 million, respectively, were capitalized to deferred charges and prepaid expenses, net.











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Other Income and Expenses (in thousands)
Year Ended December 31,
20222021$ Change
Other income (expense)
Dividends and interest$314 $299 $15 
Interest expense(192,427)(194,776)2,349 
Gain on sale of real estate assets111,563 73,092 38,471 
Loss on extinguishment of debt, net(221)(28,345)28,124 
Other(3,639)(65)(3,574)
Total other expense$(84,410)$(149,795)$65,385 

Dividends and interest
Dividends and interest remained generally consistent for the year ended December 31, 2022 compared to the corresponding period in 2021.

Interest expense
The decrease in interest expense for the year ended December 31, 2022 of $2.3 million, compared to the corresponding period in 2021, was primarily due to lower overall debt obligations, partially offset by a higher weighted average interest rate.

Gain on sale of real estate assets
During the year ended December 31, 2022, we disposed of 14 shopping centers and nine partial shopping centers that resulted in aggregate gain of $109.2 million. In addition, during the year ended December 31, 2022, we resolved contingencies related to previously disposed assets and had land at one shopping center seized through eminent domain resulting in aggregate net proceeds of $2.8 million, resulting in aggregate gain of $2.4 million. During the year ended December 31, 2021, we disposed of 16 shopping centers and 15 partial shopping centers that resulted in aggregate gain of $73.1 million. In addition, during the year ended December 31, 2021, we received aggregate net proceeds of less than $0.1 million from previously disposed assets resulting in aggregate gain of less than $0.1 million.

Loss on extinguishment of debt, net
During the year ended December 31, 2022, we amended and restated our unsecured credit facility effective April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $1.25 billion revolving credit facility (the "Revolving Facility") and a $300.0 million term loan, in addition to a new $200.0 million delayed draw term loan (together, the "Term Loan Facility"), resulting in a $0.2 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs. During the year ended December 31, 2021, we redeemed all $500.0 million of our 3.250% Senior Notes due 2023 and repaid $350.0 million of an unsecured term loan under our Unsecured Credit Facility, resulting in a $28.3 million loss on extinguishment of debt. Loss on extinguishment of debt includes $25.5 million of prepayment fees and $2.8 million of accelerated unamortized debt issuance costs and debt discounts.

Other
The increase in other expense for the year ended December 31, 2022 of $3.6 million, compared to the corresponding period in 2021, was primarily due to favorable tax adjustments and legal settlements in the prior year and an increase in transaction costs in the current year.

Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on February 7, 2022, for a discussion of the comparison of the year ended December 31, 2021 to the year ended December 31, 2020.



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Liquidity and Capital Resources
We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months and beyond for all anticipated uses, including all scheduled payments on our outstanding debt, current and anticipated tenant and other capital improvements, stockholder distributions, including those required to maintain our qualification as a REIT, and other obligations associated with conducting our business.

Our primary expected sources and uses of capital are as follows:
Sources
cash and cash equivalent balances;
operating cash flow;
available borrowings under the Unsecured Credit Facility;
issuance of long-term debt;
dispositions; and
issuance of equity securities.

Uses
debt repayments
maintenance capital expenditures;
leasing capital expenditures;
value-enhancing reinvestment capital expenditures;
dividend/distribution payments;
acquisitions; and
repurchases of equity securities.

We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We generate significant operating cash flow and have access to multiple forms of external capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives. We have investment grade credit ratings from all three major credit rating agencies. As of December 31, 2022, we had $1.35 billion of available liquidity, including $1.32 billion under our Unsecured Credit Facility and $21.3 million of cash and cash equivalents and restricted cash. We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt.

Material Cash Requirements
Our expected material cash requirements for the twelve months ended December 31, 2023 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures.















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Contractually Obligated Expenditures
The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under non-cancelable operating leases (excluding renewal options), as of December 31, 2022 (dollars in millions):
Contractually Obligated ExpendituresTwelve
Months Ended
December 31, 2023
Thereafter
Debt maturities (1)
$— $5,043.5 
Interest payments (1)(2)
188.8 776.2 
Operating leases6.1 52.2 
Total$194.9 $5,871.9 
(1)    Amounts presented do not assume the issuance of new debt upon maturity of existing debt.
(2)    Scheduled interest payments included in these amounts for variable rate loans are presented using rates (including the impact of interest rate swaps), as of December 31, 2022. See Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” for a further discussion of these and other factors that could impact interest payments

Other Essential Expenditures
We incur certain essential expenditures in the ordinary course of business, such as common area expenses, utilities, insurance, real estate taxes, capital expenditures related to the maintenance of our properties, leasing capital expenditures, and corporate level expenses. The amount of common area expenses, utilities, and capital expenditures related to the maintenance of our properties that we incur depends on the scope of services that we provide, prevailing market rates, and the size and composition of our Portfolio. We carry comprehensive insurance to protect our Portfolio against various losses. The amount of insurance expense that we incur depends on the assessed values of our properties, prevailing market rates, changes in risk generally, and the size and composition of our Portfolio. We incur real estate taxes in the various jurisdictions in which we operate. The amount of real estate taxes that we incur depends on the assessed values of our properties, the tax rates assessed by various jurisdictions, and the size and composition of our Portfolio. Leasing capital expenditures represent tenant specific costs incurred to lease or renew space, including tenant improvements, tenant allowances, and external leasing commissions. The amount of leasing capital expenditures that we incur depends on the volume and nature of leasing activity. Leases typically provide for the reimbursement of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties. However, costs that we incur generally do not decrease if revenue or occupancy decreases, and certain costs that we incur are not typically reimbursed.

In order to continue to qualify as a REIT for federal income tax purposes, we must meet several organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We intend to continue to satisfy these requirements and maintain our REIT status. Our board of directors evaluates our dividend on a quarterly basis, taking into account a variety of relevant factors, including REIT taxable income. The following table summarizes our dividend activity for the fourth quarter of 2022 and the first quarter of 2023:
Fourth
Quarter 2022
First
Quarter 2023
Dividend declared per common share$0.260 $0.260 
Dividend declaration dateOctober 25, 2022February 1, 2023
Dividend record dateJanuary 4, 2023April 4, 2023
Dividend payable dateJanuary 17, 2023April 17, 2023

Opportunistic Expenditures
We also utilize cash for opportunistic expenditures such as value-enhancing reinvestment and acquisition activity.

The amount of value-enhancing reinvestment capital expenditures that we may incur in future periods is contingent on a variety of factors that may change from period to period, such as the number, total expected cost, and nature of value-enhancing reinvestment projects that are underway. See “Improvements to and investments in real estate assets” below for further information regarding our in-process reinvestment projects and our pipeline of future redevelopment projects.

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The amount of future acquisition activity depends on the availability of opportunities that further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. Our acquisition strategy focuses on buying assets with strong growth potential that are located in our existing markets and will allow us to leverage our operational platform and expertise to create value. Our acquisition activity may include acquisitions of open-air shopping centers, non-owned anchor spaces, and retail buildings and/or outparcels at, or adjacent to, our shopping centers.

Our cash flow activities are summarized as follows (dollars in thousands):
Brixmor Property Group Inc.
Year Ended December 31,
20222021$ Change
Net cash provided by operating activities$566,382 $552,239 $14,143 
Net cash used in investing activities(462,453)(331,005)(131,448)
Net cash used in financing activities(380,413)(293,578)(86,835)
Net change in cash, cash equivalents and restricted cash(276,484)(72,344)(204,140)
Cash, cash equivalents and restricted cash at beginning of period297,743 370,087 (72,344)
Cash, cash equivalents and restricted cash at end of period$21,259 $297,743 $(276,484)

Brixmor Operating Partnership LP
Year Ended December 31,
20222021$ Change
Net cash provided by operating activities$566,382 $552,239 $14,143 
Net cash used in investing activities(462,453)(331,005)(131,448)
Net cash used in financing activities(366,182)(298,722)(67,460)
Net change in cash, cash equivalents and restricted cash(262,253)(77,488)(184,765)
Cash, cash equivalents and restricted cash at beginning of period282,585 360,073 (77,488)
Cash, cash equivalents and restricted cash at end of period$20,332 $282,585 $(262,253)

Operating Activities
Net cash provided by operating activities primarily consists of cash inflows from tenant rental payments and expense reimbursements and cash outflows for property operating expenses, general and administrative expenses, and interest expense.

During the year ended December 31, 2022, our net cash provided by operating activities increased $14.1 million compared to the corresponding period in 2021. The increase was primarily due to (i) an increase in same property net operating income; (ii) an increase in net operating income due to net transaction activity; and (iii) a decrease in cash outflows for interest expense; partially offset by (iv) a decrease from net working capital; (v) a decrease in other non-same property net operating income; (vi) an increase in cash outflows for general and administrative expense; and (vii) a decrease in lease termination fees.

Investing Activities
Net cash used in investing activities primarily is impacted by the nature, timing, and magnitude of acquisition and disposition activity and improvements to and investments in our shopping centers, including capital expenditures associated with our value-enhancing reinvestment activity.

During the year ended December 31, 2022, our net cash used in investing activities increased $131.4 million compared to the corresponding period in 2021. The increase was primarily due to (i) an increase of $150.9 million in acquisitions of real estate assets; (ii) an increase of $21.7 million in improvements to and investments in real estate assets; and (iii) an increase of $1.2 million in purchases of marketable securities, net of proceeds from sales; partially offset by (iv) an increase of $42.4 million in net proceeds from sales of real estate assets.



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Improvements to and investments in real estate assets
During the years ended December 31, 2022 and 2021, we expended $330.4 million and $308.6 million, respectively, on improvements to and investments in real estate assets. These amounts are net of insurance proceeds of $7.7 million and $3.3 million, respectively, which were received during the year ended December 31, 2022 and 2021.

Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties. Leasing related capital expenditures represent tenant specific costs incurred to lease space, including tenant improvements, tenant allowances, and external leasing commissions. In addition, we evaluate our Portfolio on an ongoing basis to identify value-enhancing reinvestment opportunities. Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers and enhancing the overall merchandise mix and tenant quality of our Portfolio. As of December 31, 2022, we had 48 in-process anchor space repositioning, redevelopment and outparcel development projects with an aggregate anticipated cost of $342.9 million, of which $182.4 million had been incurred as of December 31, 2022. In addition, we have identified a pipeline of future redevelopment projects aggregating approximately $1.0 billion of potential capital investment, which we expect to execute over the coming years. We expect to fund these projects with cash and cash equivalents, net cash provided by operating activities, proceeds from sales of real estate assets, and/or proceeds from capital markets transactions.

Acquisitions of and proceeds from sales of real estate assets
We continue to evaluate the market for acquisition opportunities and we may acquire shopping centers when we believe strategic opportunities exist. During the year ended December 31, 2022, we acquired seven shopping centers, one outparcel, and one land parcel for an aggregate purchase price of $409.7 million, including transaction costs and closing credits. During the year ended December 31, 2021, we acquired six shopping centers, one outparcel and two land parcels for an aggregate purchase price of $258.8 million, including transaction costs and closing credits.

We may also dispose of properties when we believe value has been maximized, where there may be future downside risk, or where we have limited ability or desire to build critical mass in a particular submarket. During the year ended December 31, 2022, we disposed of 16 shopping centers and 10 partial shopping centers for aggregate net proceeds of $277.0 million. In addition, during the year ended December 31, 2022, we 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. During the year ended December 31, 2021, we disposed of 17 shopping centers and 15 partial shopping centers for aggregate net proceeds of $237.4 million. In addition, during the year ended December 31, 2021, we received aggregate net proceeds of less than $0.1 million from previously disposed assets.

Financing Activities
Net cash used in financing activities is primarily impacted by the nature, timing, and magnitude of issuances and repurchases of debt and equity securities, as well as borrowings or principal payments associated with our outstanding indebtedness, including our Unsecured Credit Facility, and distributions made to our common stockholders.

During the year ended December 31, 2022, our net cash used in financing activities increased $86.8 million compared to the corresponding period in 2021. The increase was primarily due to (i) a $122.7 million increase in debt repayments, net of borrowings; (ii) a $32.4 million increase in distributions to our common stockholders; and (iii) a $5.0 million increase in repurchases of common stock; partially offset by (iv) a $48.0 million increase in issuances of common stock; and (v) a $25.3 million decrease in deferred financing and debt extinguishment costs.

Non-GAAP Performance Measures
We present the non-GAAP performance measures set forth below. These measures should not be considered as alternatives to, or more meaningful than, net income (calculated in accordance with GAAP) or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow from operating activities (calculated in accordance with GAAP) as a measure of liquidity. Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered supplemental financial measures to those calculated in accordance with GAAP. Our computation of these non-GAAP performance measures may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented
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by such other REITs. Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance.

Funds From Operations
Nareit FFO (defined hereafter) is a supplemental, non-GAAP performance measure utilized to evaluate the operating and financial performance of real estate companies. Nareit defines funds from operations (“FFO”) as net income (loss), calculated in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis.

Considering the nature of our business as a real estate owner and operator, we believe that Nareit FFO is useful to investors in measuring our operating and financial performance because the definition excludes items included in net income that do not relate to or are not indicative of our operating and financial performance, such as depreciation and amortization related to real estate, and items which can make periodic and peer analyses of operating and financial performance more difficult, such as gains and losses from the sale of certain real estate assets and impairment write-downs of certain real estate assets.

Our reconciliation of net income to Nareit FFO for the years ended December 31, 2022 and 2021 is as follows (in thousands, except per share amounts):
 Year Ended December 31,
 20222021
Net income$354,193 $270,187 
Depreciation and amortization related to real estate340,561 323,354 
Gain on sale of real estate assets(111,563)(73,092)
Impairment of real estate assets5,724 1,898 
Nareit FFO$588,915 $522,347 
Nareit FFO per diluted share$1.95 $1.75 
Weighted average diluted shares outstanding301,742 298,835 

Same Property Net Operating Income
Same property net operating income (“NOI”) is a supplemental, non-GAAP performance measure utilized to evaluate the operating performance of real estate companies. Same property NOI is calculated (using properties owned for the entirety of both periods and excluding properties under development and completed new development properties that have been stabilized for less than one year) as total property revenues (base rent, expense reimbursements, adjustments for revenues deemed uncollectible, ancillary and other rental income, percentage rents, and other revenues) less direct property operating expenses (operating costs and real estate taxes). Same property NOI excludes (i) lease termination fees, (ii) straight-line rental income, net, (iii) accretion of below-market leases, net of amortization of above-market leases and tenant inducements, (iv) straight-line ground rent expense, net, (v) income or expense associated with our captive insurance company, (vi) depreciation and amortization, (vii) impairment of real estate assets, (viii) general and administrative expense, and (ix) other income and expense (including interest expense and gain on sale of real estate assets).

Considering the nature of our business as a real estate owner and operator, we believe that same property NOI is useful to investors in measuring the operating performance of our portfolio because the definition excludes various items included in net income that do not relate to, or are not indicative of, the operating performance of our properties, such as lease termination fees, straight-line rental income, net, accretion of below-market leases, net of amortization of above-market leases and tenant inducements, straight-line ground rent expense, net, income or expense associated with our captive insurance company, depreciation and amortization, impairment of real estate assets, general and administrative expense, and other income and expense (including interest expense and gain on sale of real estate assets). We believe that same property NOI is also useful to investors because it further eliminates disparities in NOI due to the acquisition or disposition of properties or the stabilization of completed new development properties during the periods presented and therefore provides a more consistent metric for comparing the operating performance of our real estate between periods.
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Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
Year Ended December 31,
20222021Change
Number of properties343 343 — 
Percent billed90.3 %88.7 %1.6 %
Percent leased93.9 %92.1 %1.8 %
Revenues
Rental income$1,084,159 $1,027,069 $57,090 
Other revenues682 622 60 
1,084,841 1,027,691 57,150 
Operating expenses
Operating costs(128,614)(122,922)(5,692)
Real estate taxes(156,175)(154,356)(1,819)
(284,789)(277,278)(7,511)
Same property NOI$800,052 $750,413 $49,639 

The following table provides a reconciliation of net income to same property NOI for the periods presented (in thousands):
Year Ended December 31,
20222021
Net income$354,193 $270,187 
Adjustments:
Non-same property NOI(70,909)(72,795)
Lease termination fees(3,231)(8,640)
Straight-line rental income, net(23,458)(14,551)
Accretion of below-market leases, net of amortization of above-market leases and tenant inducements(8,793)(8,221)
Straight-line ground rent expense160 134 
Depreciation and amortization344,731 327,152 
Impairment of real estate assets5,724 1,898 
General and administrative117,225 105,454 
Total other expense84,410 149,795 
Same property NOI$800,052 $750,413 

Our Critical Accounting Estimates
Our discussion and analysis of our historical financial condition and operating results is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could ultimately differ from those estimates. The following accounting estimates are considered critical because they are particularly dependent on management’s judgment about matters that have a significant level of uncertainty at the time the accounting estimates are made, and changes to those estimates could have a material impact on our financial condition or operating results.

Revenue Recognition and Receivables - Estimating Collectability
We enter into agreements with tenants that convey the right to control the use of identified space at our 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 our Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables, net on our Consolidated Balance Sheets. We commence recognizing rental revenue based on the date we make 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
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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.

We periodically evaluate the collectability of our receivables related to rental revenue, straight-line rent, expense reimbursements, and those attributable to other revenue generating activities. We analyze individual tenant receivables and consider tenant credit-worthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. In 2022 and 2021, our evaluation included consideration of the impact of COVID-19 on the collectability of our receivables. This assessment involved significant judgment regarding the severity and duration of the disruption caused by COVID-19, as well as judgment regarding which industries and tenants would be most significantly impacted. Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on our Consolidated Statements of Operations.

Real Estate - Estimates Related to Valuing Acquired Assets and Liabilities
Real estate assets are recognized on our Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, we estimate 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 certain capital expenditures related to the maintenance of our properties, that would be forgone during a hypothetical expected lease-up period and (ii) costs that would be incurred, including leasing commissions, legal and marketing costs, and tenant improvements and allowances, to execute similar leases. The value assigned to in-place leases is amortized to depreciation and amortization expense over the remaining term of each lease.

Real Estate - Estimates Related to Impairments
We periodically assess whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of our 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 our 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 that are subject to significant management judgment, 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 we identify a real estate asset as held for sale, we discontinue depreciating the asset and estimate 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.
34


Inflation
Prior to 2021, inflation was low and had a minimal impact on our operating and financial performance; however, inflation significantly increased over the last two years and may continue to be elevated or increase further. With respect to our shopping centers, our long-term leases generally contain provisions designed to mitigate the adverse impact of inflation, including contractual rent escalations and requirements for tenants to pay a portion 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, thereby reducing our exposure to increases in property operating expenses resulting from inflation; however, we have exposure to increases in certain non-reimbursable property operating expenses, including expenses incurred on vacant units. We believe that many of our existing rental rates are below current market rates for comparable space and that upon renewal or re-leasing, such rates may be increased to be consistent with, or closer to, current market rates, which may also offset certain inflationary expense pressures. With respect to our outstanding indebtedness, we periodically evaluate our exposure to interest rate fluctuations, and have and may continue to enter into interest rate protection agreements that mitigate, but do not eliminate, the impact of changes in interest rates on our variable rate loans. With respect to general and administrative costs, we continually seek opportunities to offset inflationary cost pressures through routine evaluations of our spending levels and through ongoing efforts to utilize technology to enhance our operational efficiency.
35


Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We may be exposed to interest rate changes primarily as a result of long-term debt used to fund operations and capital expenditures. Our use of derivative instruments is intended to manage our exposure to interest rate movements.

With regard to variable-rate financing, we assess interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations, as well as our potential offsetting hedge positions. Our risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.

We may use derivative financial instruments to hedge exposures to changes in interest rates. To the extent we do, we are exposed to market and credit risk. Market risk is the adverse effect on the value of the financial instrument that results from a change in interest rates. Market risk associated with derivative instruments is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of the derivative instrument is positive, the counterparty owes us, which creates credit risk to us. The credit risk associated with derivative instruments is managed by entering into transactions with a variety of highly-rated counterparties.

As of December 31, 2022, we had $425.0 million outstanding variable-rate indebtedness which bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus credit spreads and reference rate adjustments ranging from 114 basis points to 129 basis points. We have interest rate swap agreements on $300.0 million of our variable-rate indebtedness, which effectively convert the base rate on the indebtedness from variable to fixed. If market rates of interest on our variable-rate debt increased or decreased by 100 basis points, the change in annual interest expense on our variable-rate debt would decrease earnings and cash flows by approximately $1.3 million or increase earnings and cash flows by approximately $1.3 million, respectively, after taking into account the impact of the $300.0 million of interest rate swap agreements.

The table below presents the maturity profile, weighted average interest rates and fair value of total debt as of December 31, 2022. The table has limited predictive value as average interest rates for variable-rate debt included in the table represent rates that existed as of December 31, 2022 and are subject to change. Furthermore, the table below incorporates only those exposures that existed as of December 31, 2022 and does not consider exposures or positions that may have arisen or expired after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, our hedging strategies at that time, and actual interest rates.
(dollars in thousands)20232024202520262027
Thereafter
Total
Fair Value
Unsecured Debt
Fixed rate$— $500,000 $700,000 $607,542 $400,000 $2,410,911 $4,618,453 $4,148,681 
Weighted average interest rate(1)
3.69 %3.70 %3.67 %3.56 %3.50 %3.50 %
Variable rate(2)(3)
$— $— $— $125,000 $300,000 $— $425,000 $425,056 
Weighted average interest rate(1)(2)
4.27 %4.27 %4.27 %3.78 %— %— %
(1)    Weighted average interest rates include the impact of our interest rate swap agreements and are calculated based on the total debt balances as of the end of each year, assuming the repayment of debt on its scheduled maturity date.












36


(2)    The interest rates on our variable rate Unsecured Credit Facility are based on credit rating grids. The credit rating grids and all-in-rates on outstanding variable rate debt as of December 31, 2022 are as follows:
Credit Spread Grid
As of December 31, 2022SOFR Rate LoansBase Rate Loans
Variable Rate DebtSOFR RateReference Rate Adjustment
Credit Spread(1)
All-in-RateCredit SpreadCredit Spread
Revolving Facility(2)
4.30%0.10%1.04%5.44%0.83% – 1.50%0.00% – 0.40%
Term Loan Facility(3)
4.22%0.10%1.09%5.41%0.90% – 1.70%0.00% – 0.60%
(1)    Our Revolving Facility and Term Loan Facility include a sustainability metric incentive which can reduce the applicable credit spread by up to two basis points. As of December 31, 2022, we qualified for a one basis point reduction to the applicable credit spread, which is included in the credit spreads presented above.
(2)    Our Revolving Facility is further subject to a facility fee ranging from 0.13% to 0.30%, which is excluded from the all-in-rate presented above.
(3)    Our Term Loan Facility is further subject to a ticking fee on the additional $200.0 million delayed draw of 0.25%, which is excluded from the all-in-rate presented above.

(3)    We have in place four interest rate swap agreements that convert the variable interest rate on one variable rate debt instrument to a fixed rate. The balance subject to interest rates swaps as of December 31, 2022 is as follows (dollars in thousands):
As of December 31, 2022
Variable Rate DebtAmountWeighted Average Fixed SOFR RateCredit SpreadReference Rate AdjustmentSwapped All-in-Rate
$300 Million Term Loan$300,000 2.59%1.09%0.10%3.78%

Item 8. Financial Statements and Supplementary Data
See the Index to Consolidated Financial Statements and financial statements commencing on page F-1.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.

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
1CONSOLIDATED 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
2CONSOLIDATED 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 DescriptionFormFile No.Date of
Filing
Exhibit
Number
Filed
Herewith
Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 20138-K001-3616011/4/20133.1
Second Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of February 1, 20228-K001-361602/4/20223.1
Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP10-K001-361603/12/201410.7
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 thereto10-Q001-3616010/28/20193.1
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-K001-361601/21/20154.1
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 trustee8-K001-361601/21/20154.2
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 trustee8-K00-361606/13/20164.2
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 trustee8-K00-361603/8/20174.2
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 trustee8-K00-361606/5/20174.2
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 trustee8-K00-361605/10/20194.2
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 trustee8-K00-361608/15/20194.3
42


Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFormFile No.Date of
Filing
Exhibit
Number
Filed
Herewith
Ninth Supplemental Indenture, dated June 10, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K001-361606/10/20204.2
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 trustee8-K001-361608/20/20204.3
Tenth Supplemental Indenture, dated March 5, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K001-361603/5/20214.2
Eleventh Supplemental Indenture, dated August 16, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K001-361608/16/20214.2
Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”)S-333-613837/28/19954.2
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 Company10-Q001-1224411/12/199910.2
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 Association10-Q001-122448/9/20074.2
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 AssociationS-11333-1900028/23/20134.4
Supplemental Indenture to the 1995 Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association8-K001-3616010/17/20144.1
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-K001-122442/3/19994.1
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 Association10-Q001-122448/9/20074.3
Description of Registered Securities10-K001-361602/7/20224.22
2022 Omnibus Incentive Plan8-K001-361604/29/202210.1
Form of Director and Officer Indemnification AgreementS-11333-1900028/23/201310.19
43


Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFormFile No.Date of
Filing
Exhibit
Number
Filed
Herewith
Form of Director Restricted Stock Award Agreementx
Form of Brixmor Property Group Inc. Restricted Stock Unit Agreement (TRSUs, PRSUs, and OPRSUs)x
Employment Agreement, dated April 12, 2016, by and between Brixmor Property Group Inc. and James M. Taylor10-Q001-361607/25/201610.1
First Amendment to Employment Agreement, dated February 2, 2021, by and between Brixmor Property Group Inc. and James M. Taylor8-K001-361602/4/202110.1
Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc. and Angela Aman10-Q001-361607/25/201610.2
First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Angela Aman8-K001-361603/8/201910.1
Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc. and Angela Aman8-K001-361602/4/202210.1
Employment Agreement, dated May 11, 2016, by and between Brixmor Property Group Inc. and Mark T. Horgan10-K001-361602/13/201710.22
First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Mark T. Horgan8-K001-361603/8/201910.2
Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc. and Mark T. Horgan8-K001-361602/4/202210.2
Employment Agreement, dated December 5, 2014, by and between Brixmor Property Group Inc. and Brian T. Finnegan10-K001-361602/13/201710.23
Employment Agreement, dated November 1, 2011, by and between Brixmor Property Group Inc. and Steven F. SiegelS-11333-1900028/23/201310.23
First Amendment to Employment Agreement, dated February 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel10-Q001-361604/29/201910.3
Second Amendment to Employment Agreement, dated April 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel10-Q001-361604/29/201910.4
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 thereto10-Q001-361605/2/202210.1
44


Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFormFile No.Date of
Filing
Exhibit
Number
Filed
Herewith
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 thereto10-Q001-361605/2/202210.2
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 theretox
Subsidiaries of the Brixmor Property Group Inc.x
Subsidiaries of the Brixmor Operating Partnership LPx
Consent of Deloitte & Touche LLP for Brixmor Property Group Inc.x
Consent of Deloitte & Touche LLP for Brixmor Operating Partnership LPx
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 2002x
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 2002x
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 2002x
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 2002x
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 2002x
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 2002x
45


Incorporated by Reference
Exhibit
Number
Exhibit DescriptionFormFile No.Date of
Filing
Exhibit
Number
Filed
Herewith
Property Listx
101.INSXBRL Instance Documentx
101.SCHXBRL Taxonomy Extension Schema Documentx
101.CALXBRL Taxonomy Extension Calculation Linkbase Documentx
101.DEFXBRL Taxonomy Extension Definition Linkbase Documentx
101.LABXBRL Taxonomy Extension Label Linkbase Documentx
101.PREXBRL Taxonomy Extension Presentation Linkbase Documentx
104Cover 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, 2023By:/s/ James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer)
BRIXMOR OPERATING PARTNERSHIP LP
Date: February 13, 2023By:/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, 2023By:/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, 2023By:/s/ Angela Aman
Angela Aman
Chief Financial Officer
(Principal Financial Officer)
Date: February 13, 2023By:/s/ Steven Gallagher
Steven Gallagher
Chief Accounting Officer
(Principal Accounting Officer)
Date: February 13, 2023By:/s/ John G. Schreiber
John G. Schreiber
Chairman of the Board of Directors
Date: February 13, 2023By:/s/ Michael Berman
Michael Berman
Director
Date: February 13, 2023By:/s/ Sheryl M. Crosland
Sheryl M. Crosland
Director
Date: February 13, 2023By:/s/ Thomas W. Dickson
Thomas W. Dickson
Director
Date: February 13, 2023By:/s/ Daniel B. Hurwitz
Daniel B. Hurwitz
Director
Date: February 13, 2023By:/s/ William D. Rahm
William D. Rahm
Director
Date: February 13, 2023By:/s/ Juliann Bowerman
Juliann Bowerman
Director
Date: February 13, 2023By:/s/ Sandra A. J. Lawrence
Sandra A. J. Lawrence
Director
47


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
Form 10-K Page
1CONSOLIDATED 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
2CONSOLIDATED 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 improvements9,077,993 8,654,966 
10,898,351 10,428,414 
Accumulated depreciation and amortization(2,996,759)(2,813,329)
Real estate, net7,901,592 7,615,085 
Cash and cash equivalents16,492 296,632 
Restricted cash4,767 1,111 
Marketable securities21,669 20,224 
Receivables, net264,146 234,873 
Deferred charges and prepaid expenses, net154,141 143,503 
Real estate assets held for sale10,439 16,131 
Other assets62,684 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 liabilities535,419 494,529 
Total liabilities5,570,920 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 capital3,299,496 3,231,732 
Accumulated other comprehensive income (loss)8,851 (12,674)
Distributions in excess of net income(446,336)(503,684)
Total equity2,865,010 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,
202220212020
Revenues
Rental income$1,217,362 $1,146,304 $1,050,943 
Other revenues712 5,970 2,323 
Total revenues1,218,074 1,152,274 1,053,266 
Operating expenses
Operating costs141,408 132,042 111,678 
Real estate taxes170,383 165,746 168,943 
Depreciation and amortization344,731 327,152 335,583 
Impairment of real estate assets5,724 1,898 19,551 
General and administrative117,225 105,454 98,280 
Total operating expenses779,471 732,292 734,035 
Other income (expense)
Dividends and interest314 299 482 
Interest expense(192,427)(194,776)(199,988)
Gain on sale of real estate assets111,563 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:
Basic299,938 297,408 296,972 
Diluted301,742 298,835 297,899 
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,
202220212020
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
NumberAmountAdditional Paid-in CapitalAccumulated
Other
Comprehensive
Income (Loss)
Distributions in Excess of Net IncomeTotal
Beginning balance, January 1, 2020297,857 $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 stock287 — — — 
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, 2020296,494 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 stock716 4,657 — — 4,664 
Share-based awards retained for taxes— — (5,512)— — (5,512)
Net income— — — — 270,187 270,187 
Ending balance, December 31, 2021297,210 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 stock2,706 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, 2022299,916 $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,
202220212020
Operating activities:
Net income$354,193 $270,187 $121,173 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization344,731 327,152 335,583 
Accretion of debt premium and discount, net(2,863)(2,862)(1,068)
Deferred financing cost amortization7,012 7,496 7,527 
Accretion of above- and below-market leases, net(12,156)(12,603)(16,495)
Tenant inducement amortization and other3,965 4,944 3,579 
Impairment of real estate assets5,724 1,898 19,551 
Gain on sale of real estate assets(111,563)(73,092)(34,499)
Equity compensation expense, net23,407 17,090 10,951 
Loss on extinguishment of debt, net221 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 liabilities24,658 12,320 1,577 
Net cash provided by operating activities566,382 552,239 443,101 
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 assets279,815 237,404 122,387 
Purchase of marketable securities(25,294)(17,475)(22,565)
Proceeds from sale of marketable securities23,070 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 facility800,000 — 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 shares53,100 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 period297,743 370,087 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 cash4,767 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 paid1,951 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 improvements9,077,993 8,654,966 
10,898,351 10,428,414 
Accumulated depreciation and amortization(2,996,759)(2,813,329)
Real estate, net7,901,592 7,615,085 
Cash and cash equivalents15,565 281,474 
Restricted cash4,767 1,111 
Marketable securities21,669 20,224 
Receivables, net264,146 234,873 
Deferred charges and prepaid expenses, net154,141 143,503 
Real estate assets held for sale10,439 16,131 
Other assets62,684 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 liabilities535,419 494,529 
Total liabilities5,570,920 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 loss8,851 (12,675)
Total capital2,864,083 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,
202220212020
Revenues
Rental income$1,217,362 $1,146,304 $1,050,943 
Other revenues712 5,970 2,323 
Total revenues1,218,074 1,152,274 1,053,266 
Operating expenses
Operating costs141,408 132,042 111,678 
Real estate taxes170,383 165,746 168,943 
Depreciation and amortization344,731 327,152 335,583 
Impairment of real estate assets5,724 1,898 19,551 
General and administrative117,225 105,454 98,280 
Total operating expenses779,471 732,292 734,035 
Other income (expense)
Dividends and interest314 299 482 
Interest expense(192,427)(194,776)(199,988)
Gain on sale of real estate assets111,563 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:
Basic299,938 297,408 296,972 
Diluted301,742 298,835 297,899 
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,
202220212020
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 UnitsAccumulated 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 expense11,895 — 11,895 
Other comprehensive loss— (18,515)(18,515)
Issuance of OP Units— 
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 LP121,173 — 121,173 
Ending balance, December 31, 20202,698,746 (28,059)2,670,687 
Distributions to partners(270,819)— (270,819)
Equity compensation expense18,597 — 18,597 
Other comprehensive loss— 15,384 15,384 
Issuance of OP Units4,664 — 4,664 
Share-based awards retained for taxes(5,512)— (5,512)
Net income attributable to Brixmor Operating Partnership LP270,187 — 270,187 
Ending balance, December 31, 20212,715,863 (12,675)2,703,188 
Distributions to partners(282,615)— (282,615)
Equity compensation expense25,185 — 25,185 
Other comprehensive income— 21,526 21,526 
Issuance of OP Units53,100 — 53,100 
Share-based awards retained for taxes(10,494)— (10,494)
Net income attributable to Brixmor Operating Partnership LP354,193 — 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,
202220212020
Operating activities:
Net income$354,193 $270,187 $121,173 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization344,731 327,152 335,583 
Accretion of debt premium and discount, net(2,863)(2,862)(1,068)
Deferred financing cost amortization7,012 7,496 7,527 
Accretion of above- and below-market leases, net(12,156)(12,603)(16,495)
Tenant inducement amortization and other3,965 4,944 3,579 
Impairment of real estate assets5,724 1,898 19,551 
Gain on sale of real estate assets(111,563)(73,092)(34,499)
Equity compensation expense, net23,407 17,090 10,951 
Loss on extinguishment of debt, net221 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 liabilities24,658 12,320 1,577 
Net cash provided by operating activities566,382 552,239 443,101 
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 assets279,815 237,404 122,387 
Purchase of marketable securities(25,294)(17,475)(22,565)
Proceeds from sale of marketable securities23,070 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 facility800,000 — 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 Units53,100 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 period282,585 360,073 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 cash4,767 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 paid1,951 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 improvementsThe 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)
LocationMonth AcquiredGLA
Aggregate Purchase Price(2)
Brea GatewayBrea, CAJan-22181,819 $83,991 
Land at Cobblestone VillageSt. Augustine, FLJan-22N/A1,661 
Arboretum VillageDallas, TXJan-2295,354 46,330 
Ravinia PlazaOrland Park, ILFeb-22101,800 26,160 
Elmhurst CrossingElmhurst, ILApr-22347,503 75,096 
North Riverside PlazaBerwyn, ILApr-22383,884 60,114 
West U MarketplaceHouston, TXApr-2260,136 33,741 
Waterford Commons - Ruby TuesdayWaterford, CTMay-226,781 1,574 
Lake Pointe VillageSugarland, TXJun-22162,263 80,971 
Adjustments related to previously acquired assetsVariousVariousN/A50 
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)
LocationMonth AcquiredGLA
Aggregate Purchase Price(2)
Land at Ellisville Square (3)
Ellisville, MOJan-21N/A$2,014 
Outparcel adjacent to Cobblestone VillageSt. Augustine, FLFeb-215,040 1,520 
Land associated with Westgate PlazaWestfield, MAMar-21N/A245 
Center of Bonita SpringsBonita Springs, FLApr-21281,394 48,061 
Champlin MarketplaceChamplin, MNJun-2191,970 14,876 
Pawleys Island PlazaPawleys Island, SCOct-21120,095 26,418 
Granada ShoppesNaples, FLDec-21306,981 96,851 
Kings MarketRoswell, GADec-21281,064 39,307 
ConnexionRoswell, GADec-21107,687 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,
Assets20222021
Land$84,361 $66,378 
Buildings294,241 160,743 
Building and tenant improvements33,352 25,577 
Above-market leases(1)
701 629 
In-place leases(2)
29,607 17,262 
Total assets442,262 270,589 
Liabilities
Below-market leases(3)
$30,748 11,782 
Other liabilities1,826 — 
Total liabilities32,574 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:
AssetsDecember 31, 2022December 31, 2021
Land$1,988 $4,339 
Buildings and improvements13,864 19,181 
Accumulated depreciation and amortization(5,625)(7,899)
Real estate, net10,227 15,621 
Other assets212 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, 2022December 31, 2021
Land$1,820,358 $1,773,448 
Buildings and improvements:
Buildings and tenant improvements8,535,279 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)
LocationGLAImpairment Charge
Torrington Plaza (2)
Torrington, CT125,496 $3,509 
Park Hills Plaza - Excluding Outparcels (2)
Altoona, PA238,829 1,127 
New Garden Center (2)
Kennett Square, PA147,370 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)
LocationGLAImpairment Charge
Albany Plaza(2)
Albany, GA114,169 $1,467 
Erie Canal Centre(2)
DeWitt, NY123,404 431 
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)
LocationGLAImpairment Charge
Northmall CentreTucson, AZ165,350 $5,721 
Spring MallGreenfield, WI45,920 4,584 
30th Street Plaza(2)
Canton, OH145,935 4,449 
Fry Road Crossing(2)
Katy, TX240,940 2,006 
Chamberlain Plaza(2)
Meriden, CT54,302 1,538 
The Pines Shopping Center(3)
Pineville, LA179,039 1,239 
Parcel at Lakes Crossing(2)
Muskegon, MI4,990 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
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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 not 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 InstrumentsNotional Amount
December 31, 2022December 31, 2021December 31, 2022December 31, 2021
Interest Rate Swaps44$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, 2022December 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,
202220212020
Change in unrealized gain (loss) on interest rate swaps$19,602 $5,144 $(26,998)
Amortization (accretion) of interest rate swaps to interest expense2,624 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.

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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 premium23,787 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.
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Debt Maturities
As of December 31, 2022 and 2021, the Company had accrued interest of $47.3 million and $46.3 million outstanding, respectively. As of December 31, 2022, scheduled maturities of the Company’s outstanding debt obligations were as follows:
Year ending December 31,
2023$— 
2024500,000 
2025700,000 
2026732,542 
2027700,000 
Thereafter2,410,911 
Total debt maturities5,043,453 
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, 2022December 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 Facility415,586 425,056 296,327 300,629 
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.




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The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis:
Fair Value Measurements as of December 31, 2022
BalanceQuoted 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
BalanceQuoted 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 
2024801,802 
2025688,715 
2026586,755 
2027461,364 
Thereafter1,472,972 

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.






































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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 Information202220212020
Operating lease costs$5,937 $5,920 $7,058 
Short-term lease costs— 39 
Variable lease costs207 329 519 
Total lease costs$6,144 $6,250 $7,616 
Year Ended December 31,
Supplemental Statements of Cash Flows Information202220212020
Operating cash outflows from operating leases$6,145 $6,147 $7,066 
ROU assets obtained in exchange for operating lease liabilities10,708 — 1,174 
ROU assets reduction due to dispositions, held for sale, and lease modifications(171)(229)(1,748)
Operating Lease LiabilitiesAs of
December 31, 2022
Future minimum operating lease payments:
2023$6,056 
20245,962 
20255,661 
20264,936 
20272,689 
Thereafter32,956 
Total future minimum operating lease payments58,260 
Less: imputed interest(18,337)
Operating lease liabilities$39,923 
As of December 31,
Supplemental Balance Sheets Information20222021
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.







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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.

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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,
Assumption202220212020
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 SharesAggregate Intrinsic Value
Outstanding, December 31, 20191,766 $35,502 
Vested(462)(8,139)
Granted753 13,760 
Forfeited(83)(1,495)
Outstanding, December 31, 20201,974 39,628 
Vested(834)(14,396)
Granted1,225 22,406 
Forfeited(57)(1,091)
Outstanding, December 31, 20212,308 46,547 
Vested(994)(18,955)
Granted981 25,476 
Forfeited(28)(597)
Outstanding, December 31, 20222,267 $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.

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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,
202220212020
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 – basic299,938 297,408 296,972 
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 awards1,804 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,
202220212020
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 – basic299,938 297,408 296,972 
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,
20222021
Balance at the beginning of the year$10,095 $10,960 
Incurred related to: 
Current year3,002 2,808 
Prior years(86)(955)
Total incurred2,916 1,853 
Paid related to:
Current year(98)
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 not 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 not 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)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
SpringdaleMobile, AL$7,460 $39,380 $26,441 $7,460 $65,821 $73,281 $(21,178)2004Jun-11
Northmall CentreTucson, AZ3,140 18,882 (3,147)2,202 16,673 18,875 (6,971)1996Jun-11
Bakersfield PlazaBakersfield, CA4,000 25,537 15,123 4,502 40,158 44,660 (17,118)1970Jun-11
Brea GatewayBrea, CA23,716 68,925 1,570 23,716 70,495 94,211 (3,560)1994Jan-22
Carmen PlazaCamarillo, CA5,410 19,784 1,756 5,410 21,540 26,950 (6,971)2000Jun-11
Plaza Rio VistaCathedral, CA2,465 12,687 831 2,465 13,518 15,983 (4,433)2005Oct-13
Cudahy PlazaCudahy, CA4,490 13,474 19,183 4,778 32,369 37,147 (8,836)2021Jun-11
The Davis CollectionDavis, CA4,270 18,372 1,038 4,270 19,410 23,680 (5,430)1964Jun-11
Felicita PlazaEscondido, CA4,280 12,464 1,379 4,280 13,843 18,123 (6,042)2001Jun-11
Felicita Town CenterEscondido, CA11,231 31,381 1,596 11,231 32,977 44,208 (8,425)1987Dec-16
Arbor - Broadway FaireFresno, CA5,940 34,123 227 5,691 34,599 40,290 (12,916)1995Jun-11
Lompoc CenterLompoc, CA4,670 16,321 4,705 4,670 21,026 25,696 (6,811)1960Jun-11
Briggsmore PlazaModesto, CA2,140 12,257 2,262 2,043 14,616 16,659 (5,460)1998Jun-11
Montebello PlazaMontebello, CA13,360 33,743 7,478 13,360 41,221 54,581 (17,608)1974Jun-11
California Oaks CenterMurrieta, CA5,180 15,441 4,857 5,180 20,298 25,478 (7,163)1990Jun-11
Pacoima CenterPacoima, CA7,050 15,955 1,304 7,050 17,259 24,309 (10,162)1995Jun-11
Metro 580Pleasanton, CA10,500 19,409 1,608 10,500 21,017 31,517 (9,772)1996Jun-11
Rose PavilionPleasanton, CA19,618 63,140 14,268 19,618 77,408 97,026 (25,056)2019Jun-11
Puente Hills Town CenterRowland Heights, CA15,670 39,997 4,245 15,670 44,242 59,912 (15,313)1984Jun-11
Ocean View PlazaSan Clemente, CA15,750 30,757 2,126 15,750 32,883 48,633 (11,543)1990Jun-11
Plaza By The SeaSan Clemente, CA 9,607 5,461 5,887 9,607 11,348 20,955 (1,612)1976Dec-17
Village at Mira Mesa (6)
San Diego, CA14,870 75,271 36,684 14,870 111,955 126,825 (32,680)2023Jun-11
San Dimas PlazaSan Dimas, CA15,101 22,299 3,809 15,101 26,108 41,209 (9,224)1986Jun-11
Bristol PlazaSanta Ana, CA9,110 21,367 4,683 9,722 25,438 35,160 (7,955)2003Jun-11
Gateway PlazaSanta Fe Springs, CA9,980 31,263 1,955 9,980 33,218 43,198 (15,374)2002Jun-11
Santa Paula CenterSanta Paula, CA3,520 18,079 1,078 3,520 19,157 22,677 (8,640)1995Jun-11
Vail Ranch Center (6)
Temecula, CA3,750 22,933 9,882 3,750 32,815 36,565 (9,721)2023Jun-11
Country Hills Shopping CenterTorrance, CA3,630 8,716 (124)3,589 8,633 12,222 (3,229)1977Jun-11
Upland Town SquareUpland, CA 9,051 23,171 1,542 9,051 24,713 33,764 (5,964)1994Nov-17
Gateway Plaza - Vallejo(6)
Vallejo, CA12,947 77,377 25,775 12,947 103,152 116,099 (34,544)2023Jun-11
Arvada PlazaArvada, CO1,160 7,378 605 1,160 7,983 9,143 (4,786)1994Jun-11
Arapahoe CrossingsAurora, CO13,676 56,971 14,425 13,676 71,396 85,072 (23,524)1996Jul-13
Aurora PlazaAurora, CO3,910 9,309 9,363 3,910 18,672 22,582 (6,083)1996Jun-11
Villa MonacoDenver, CO3,090 7,551 4,038 3,090 11,589 14,679 (4,179)1978Jun-11
Centennial Shopping CenterEnglewood, CO6,755 11,721 588 6,755 12,309 19,064 (2,254)2013Apr-19
Superior MarketplaceSuperior, CO7,090 37,670 4,756 6,924 42,592 49,516 (16,348)1997Jun-11
Westminster City Center(6)
Westminster, CO6,040 45,099 12,939 6,040 58,038 64,078 (19,769)2023Jun-11
The Shoppes at Fox RunGlastonbury, CT3,550 23,162 4,306 3,600 27,418 31,018 (11,312)1974Jun-11
Groton SquareGroton, CT2,730 28,311 2,288 2,730 30,599 33,329 (14,031)1987Jun-11
Parkway PlazaHamden, CT4,100 7,844 40 4,100 7,884 11,984 (3,300)2006Jun-11
The Manchester CollectionManchester, CT8,200 51,455 (5,442)8,200 46,013 54,213 (17,615)2001Jun-11
Turnpike PlazaNewington, CT3,920 23,880 (2,569)3,920 21,311 25,231 (8,412)2004Jun-11
North Haven CrossingNorth Haven, CT5,430 16,371 1,911 5,430 18,282 23,712 (6,591)1993Jun-11
Christmas Tree PlazaOrange, CT4,870 15,160 2,257 4,870 17,417 22,287 (6,486)1996Jun-11
Stratford SquareStratford, CT5,970 12,433 6,575 5,860 19,118 24,978 (7,411)1984Jun-11
Waterbury PlazaWaterbury, CT5,420 18,062 1,456 4,793 20,145 24,938 (8,086)2000Jun-11
Waterford CommonsWaterford, CT5,437 46,769 5,389 5,437 52,158 57,595 (19,978)2004Jun-11
Center of Bonita SpringsBonita Springs, FL10,946 38,467 1,005 10,946 39,472 50,418 (3,792)2014Apr-21
Coastal Way - Coastal LandingBrooksville, FL8,840 34,027 6,302 8,840 40,329 49,169 (15,262)2008Jun-11
Clearwater MallClearwater, FL15,300 55,060 5,174 15,300 60,234 75,534 (20,216)1973Jun-11
Coconut Creek PlazaCoconut Creek, FL7,400 25,600 5,504 7,400 31,104 38,504 (12,297)2005Jun-11
Century Plaza Shopping CenterDeerfield Beach, FL3,050 8,688 4,375 3,050 13,063 16,113 (4,275)2006Jun-11
Northgate Shopping CenterDeLand, FL3,500 11,008 3,644 3,500 14,652 18,152 (4,217)1993Jun-11
Sun PlazaFort Walton Beach, FL4,480 12,658 2,043 4,480 14,701 19,181 (7,069)2004Jun-11
Normandy SquareJacksonville, FL1,936 5,567 1,567 1,936 7,134 9,070 (3,385)1996Jun-11
Regency Park Shopping CenterJacksonville, FL6,240 15,561 6,212 6,240 21,773 28,013 (7,826)1985Jun-11
Ventura DownsKissimmee, FL3,580 8,237 5,243 3,580 13,480 17,060 (3,977)2018Jun-11
Marketplace at WycliffeLake Worth, FL7,930 16,228 (490)7,930 15,738 23,668 (5,013)2002Jun-11
Venetian Isle Shopping CtrLighthouse Point, FL8,270 15,030 1,452 8,270 16,482 24,752 (6,306)1992Jun-11
Marco Town Center (6)
Marco Island, FL7,235 27,490 11,897 7,235 39,387 46,622 (8,407)2023Oct-13
Mall at 163rd StreetMiami, FL9,450 36,810 2,590 9,450 39,400 48,850 (12,772)2007Jun-11
Shops at Palm Lakes(6)
Miami, FL10,896 17,596 21,832 10,896 39,428 50,324 (6,282)2023Jun-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)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
Freedom SquareNaples, FL4,760 15,328 10,713 4,735 26,066 30,801 (5,810)2021Jun-11
Granada ShoppesNaples, FL34,061 69,551 660 34,061 70,211 104,272 (4,089)2011Dec-21
Naples PlazaNaples, FL9,200 20,738 10,315 9,200 31,053 40,253 (12,128)2013Jun-11
Park Shore PlazaNaples, FL7,245 16,555 21,094 7,245 37,649 44,894 (14,118)2017Jun-11
Chelsea PlaceNew Port Richey, FL3,303 9,879 498 3,303 10,377 13,680 (3,833)1992Oct-13
Presidential Plaza WestNorth Lauderdale, FL2,070 5,634 2,193 2,070 7,827 9,897 (2,465)2006Jun-11
Colonial MarketplaceOrlando, FL4,230 20,242 3,148 4,230 23,390 27,620 (10,054)1986Jun-11
Conway CrossingOrlando, FL3,208 12,496 551 3,163 13,092 16,255 (5,066)2002Oct-13
Hunter's Creek PlazaOrlando, FL3,589 6,907 2,485 3,589 9,392 12,981 (3,297)1998Oct-13
Pointe Orlando(6)
Orlando, FL6,120 56,697 53,195 6,120 109,892 116,012 (29,513)2023Jun-11
Martin Downs Town CenterPalm City, FL1,660 9,945 219 1,660 10,164 11,824 (3,064)1996Oct-13
Martin Downs Village CenterPalm City, FL5,319 28,998 1,651 5,319 30,649 35,968 (9,997)1987Jun-11
23rd Street StationPanama City, FL3,120 9,115 1,560 3,120 10,675 13,795 (3,007)1995Jun-11
Panama City SquarePanama City, FL5,690 15,789 6,253 5,690 22,042 27,732 (6,095)1989Jun-11
East Port Plaza(6)
Port St. Lucie, FL4,099 22,498 4,838 4,099 27,336 31,435 (6,819)2023Oct-13
Shoppes of Victoria SquarePort St. Lucie, FL3,450 6,789 932 3,450 7,721 11,171 (3,330)1990Jun-11
Lake St. CharlesRiverview, FL2,801 6,966 404 2,801 7,370 10,171 (2,309)1999Oct-13
Cobblestone VillageRoyal Palm Beach, FL2,700 5,473 636 2,700 6,109 8,809 (2,006)2005Jun-11
Beneva Village ShoppesSarasota, FL4,013 19,403 11,145 4,013 30,548 34,561 (8,359)2020Oct-13
Sarasota VillageSarasota, FL5,190 12,728 4,170 5,190 16,898 22,088 (6,311)1972Jun-11
Atlantic PlazaSatellite Beach, FL2,630 11,609 2,920 2,630 14,529 17,159 (5,257)2008Jun-11
Seminole PlazaSeminole, FL3,870 8,410 12,325 3,870 20,735 24,605 (5,424)2020Jun-11
Cobblestone VillageSt. Augustine, FL9,850 34,113 5,653 9,850 39,766 49,616 (15,505)2003Jun-11
Dolphin VillageSt. Pete Beach, FL9,882 16,220 3,163 9,882 19,383 29,265 (5,605)1990Oct-13
Rutland PlazaSt. Petersburg, FL3,880 8,513 1,570 3,880 10,083 13,963 (4,220)2002Jun-11
Tyrone Gardens(6)
St. Petersburg, FL5,690 10,456 5,416 5,690 15,872 21,562 (5,093)2023Jun-11
Downtown PublixStuart, FL1,770 12,909 5,268 1,770 18,177 19,947 (5,722)2000Jun-11
Sunrise Town CenterSunrise, FL9,166 10,338 (2,396)7,856 9,252 17,108 (3,464)1989Oct-13
Carrollwood CenterTampa, FL3,749 15,194 1,032 3,749 16,226 19,975 (6,358)2002Oct-13
Ross PlazaTampa, FL2,808 12,205 (311)2,640 12,062 14,702 (4,147)1996Oct-13
Tarpon MallTarpon Springs, FL7,800 14,221 3,965 7,800 18,186 25,986 (9,065)2003Jun-11
Venice PlazaVenice, FL3,245 14,650 1,340 3,245 15,990 19,235 (4,391)1999Oct-13
Venice Shopping CenterVenice, FL2,555 6,847 2,150 2,555 8,997 11,552 (2,585)2000Oct-13
Venice VillageVenice, FL7,157 26,773 10,472 7,157 37,245 44,402 (6,272)2022Nov-17
Mansell CrossingAlpharetta, GA19,840 34,689 (6,895)15,461 32,173 47,634 (12,643)1993Jun-11
Northeast PlazaAtlanta, GA6,907 38,776 3,970 6,907 42,746 49,653 (14,725)1952Jun-11
Augusta West PlazaAugusta, GA1,070 8,643 (89)1,070 8,554 9,624 (3,325)2006Jun-11
Sweetwater VillageAustell, GA1,080 3,119 915 1,080 4,034 5,114 (2,103)1985Jun-11
Vineyards at Chateau ElanBraselton, GA2,202 14,690 652 2,202 15,342 17,544 (5,165)2002Oct-13
Salem Road StationCovington, GA670 11,517 1,058 670 12,575 13,245 (4,108)2000Oct-13
Keith Bridge CommonsCumming, GA1,601 15,162 890 1,601 16,052 17,653 (5,263)2002Oct-13
NorthsideDalton, GA1,320 4,220 472 1,320 4,692 6,012 (1,435)2001Jun-11
Cosby StationDouglasville, GA2,650 6,660 845 2,650 7,505 10,155 (2,921)1994Jun-11
Park PlazaDouglasville, GA1,470 2,870 1,143 1,470 4,013 5,483 (1,530)1986Jun-11
Venture PointeDuluth, GA2,460 7,995 5,745 2,460 13,740 16,200 (7,527)1995Jun-11
Banks StationFayetteville, GA3,490 13,060 1,322 3,490 14,382 17,872 (6,317)2006Jun-11
Barrett PlaceKennesaw, GA6,990 14,370 164 6,990 14,534 21,524 (6,023)1992Jun-11
Shops of HuntcrestLawrenceville, GA2,093 18,230 171 2,093 18,401 20,494 (5,812)2003Oct-13
Mableton WalkMableton, GA1,660 9,467 1,880 1,645 11,362 13,007 (4,020)1994Jun-11
The Village at Mableton(6)
Mableton, GA2,040 6,647 10,549 2,040 17,196 19,236 (3,820)2023Jun-11
Eastlake PlazaMarietta, GA2,650 2,774 1,373 2,650 4,147 6,797 (1,442)1982Jun-11
New Chastain CornersMarietta, GA3,090 8,243 2,941 3,090 11,184 14,274 (4,249)2004Jun-11
Pavilions at EastlakeMarietta, GA4,770 12,874 3,431 4,770 16,305 21,075 (6,552)1996Jun-11
Creekwood VillageRex, GA1,400 4,893 515 1,400 5,408 6,808 (2,464)1990Jun-11
ConnexionRoswell, GA2,627 28,074 432 2,627 28,506 31,133 (1,392)2016Dec-21
Holcomb Bridge CrossingRoswell, GA1,170 5,633 4,937 1,170 10,570 11,740 (4,776)1988Jun-11
Kings MarketRoswell, GA6,758 33,899 1,559 6,758 35,458 42,216 (2,085)2005Dec-21
Victory SquareSavannah, GA6,230 15,043 1,946 6,080 17,139 23,219 (5,669)2007Jun-11
Stockbridge VillageStockbridge, GA6,210 17,734 2,418 5,872 20,490 26,362 (8,979)2008Jun-11
Stone Mountain FestivalStone Mountain, GA5,740 17,078 (9,286)3,328 10,204 13,532 (3,490)2006Jun-11
Wilmington IslandWilmington Island, GA2,630 8,108 1,244 2,630 9,352 11,982 (3,281)1985Oct-13
Haymarket SquareDes Moines, IA3,360 10,665 3,651 3,360 14,316 17,676 (5,589)1979Jun-11
Annex of ArlingtonArlington Heights, IL4,373 19,431 9,943 4,373 29,374 33,747 (11,121)1999Jun-11
Ridge PlazaArlington Heights, IL3,720 11,128 3,651 3,720 14,779 18,499 (7,526)2000Jun-11
Southfield PlazaBridgeview, IL5,880 18,756 4,572 5,880 23,328 29,208 (10,184)2006Jun-11
Commons of Chicago RidgeChicago Ridge, IL4,310 39,714 7,028 4,310 46,742 51,052 (20,481)1998Jun-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)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
Rivercrest Shopping CenterCrestwood, IL11,010 41,063 11,746 11,010 52,809 63,819 (19,651)1992Jun-11
The Commons of Crystal LakeCrystal Lake, IL3,660 32,993 5,185 3,660 38,178 41,838 (13,814)1987Jun-11
Elk Grove Town CenterElk Grove Village, IL3,730 19,665 (8,183)2,558 12,654 15,212 (3,887)1998Jun-11
Elmhurst CrossingElmhurst, IL5,816 81,784 424 5,816 82,208 88,024 (2,521)2005Apr-22
The Quentin CollectionKildeer, IL6,002 27,280 1,387 6,002 28,667 34,669 (8,949)2006Jun-11
Butterfield SquareLibertyville, IL3,430 13,370 3,103 3,430 16,473 19,903 (6,197)1997Jun-11
High Point CentreLombard, IL7,510 21,583 8,943 7,510 30,526 38,036 (9,166)2019Jun-11
Long Meadow CommonsMundelein, IL4,700 11,597 3,433 4,700 15,030 19,730 (7,558)1997Jun-11
Westridge CourtNaperville, IL11,150 75,719 19,172 10,560 95,481 106,041 (28,556)1992Jun-11
North Riverside PlazaNorth Riverside, IL5,117 57,577 253 5,117 57,830 62,947 (2,615)2007Apr-22
Ravinia PlazaOrland Park, IL2,069 24,288 381 2,069 24,669 26,738 (1,176)1990Feb-22
Rollins CrossingRound Lake Beach, IL3,040 23,623 1,710 3,040 25,333 28,373 (12,818)1998Jun-11
Tinley Park PlazaTinley Park, IL12,250 22,511 21,559 12,250 44,070 56,320 (8,830)2022Jun-11
Meridian VillageCarmel, IN2,290 7,746 2,694 2,089 10,641 12,730 (4,556)1990Jun-11
Columbus CenterColumbus, IN1,480 14,740 7,284 1,480 22,024 23,504 (7,078)1964Jun-11
Market CentreGoshen, IN2,000 17,032 11,568 1,765 28,835 30,600 (7,381)1994Jun-11
Speedway Super CenterSpeedway, IN8,410 50,006 23,761 8,410 73,767 82,177 (24,573)2022Jun-11
Sagamore Park CentreWest Lafayette, IN2,390 11,150 2,371 2,390 13,521 15,911 (5,705)2018Jun-11
Westchester SquareLenexa, KS3,250 14,555 4,049 3,250 18,604 21,854 (7,181)1987Jun-11
West Loop Shopping CenterManhattan, KS2,800 12,622 5,696 2,800 18,318 21,118 (7,955)2013Jun-11
North Dixie PlazaElizabethtown, KY2,370 6,119 (916)2,108 5,465 7,573 (2,146)1992Jun-11
Florence Plaza - Florence SquareFlorence, KY11,014 53,088 26,737 11,014 79,825 90,839 (28,877)2014Jun-11
Jeffersontown CommonsJeffersontown, KY3,920 14,866 (167)3,920 14,699 18,619 (6,078)1959Jun-11
London MarketplaceLondon, KY1,400 10,362 5,318 1,400 15,680 17,080 (4,175)1994Jun-11
Eastgate Shopping CenterLouisville, KY4,300 13,975 2,938 4,300 16,913 21,213 (8,236)2002Jun-11
Plainview VillageLouisville, KY2,600 10,541 1,656 2,600 12,197 14,797 (5,126)1997Jun-11
Stony Brook I & IILouisville, KY3,650 17,970 2,306 3,650 20,276 23,926 (8,652)1988Jun-11
Points West PlazaBrockton, MA2,200 10,605 2,312 2,200 12,917 15,117 (3,702)1960Jun-11
Burlington Square I, II & IIIBurlington, MA4,690 13,122 2,722 4,690 15,844 20,534 (5,876)1992Jun-11
Holyoke Shopping CenterHolyoke, MA3,110 12,097 1,478 3,110 13,575 16,685 (6,299)2000Jun-11
WaterTower Plaza(6)
Leominster, MA10,400 40,312 7,579 10,400 47,891 58,291 (15,369)2023Jun-11
Lunenberg CrossingLunenburg, MA930 1,991 932 930 2,923 3,853 (1,212)1994Jun-11
Lynn MarketplaceLynn, MA3,100 5,678 4,859 3,100 10,537 13,637 (2,467)1968Jun-11
Webster Square Shopping CenterMarshfield, MA5,532 27,284 1,264 5,532 28,548 34,080 (8,435)2005Jun-15
Berkshire CrossingPittsfield, MA5,210 39,558 (7,562)2,771 34,435 37,206 (14,690)1994Jun-11
Westgate PlazaWestfield, MA2,494 9,850 1,489 2,494 11,339 13,833 (3,129)1996Jun-11
Perkins Farm MarketplaceWorcester, MA2,150 17,060 6,239 2,150 23,299 25,449 (9,522)1967Jun-11
South Plaza Shopping CenterCalifornia, MD2,174 23,209 156 2,174 23,365 25,539 (6,910)2005Oct-13
Fox RunPrince Frederick, MD3,560 31,431 21,144 3,396 52,739 56,135 (13,271)2022Jun-11
Pine Tree Shopping CenterPortland, ME2,860 19,182 1,989 2,860 21,171 24,031 (11,932)1958Jun-11
Arborland CenterAnn Arbor, MI20,174 90,938 1,467 20,174 92,405 112,579 (25,214)2000Mar-17
Maple VillageAnn Arbor, MI3,200 19,108 31,019 3,200 50,127 53,327 (13,504)2020Jun-11
Grand CrossingBrighton, MI1,780 7,540 2,144 1,780 9,684 11,464 (4,402)2005Jun-11
Farmington CrossroadsFarmington, MI1,620 4,542 1,577 1,620 6,119 7,739 (2,961)1986Jun-11
Silver Pointe Shopping CenterFenton, MI3,840 12,631 4,770 3,840 17,401 21,241 (6,830)1996Jun-11
Cascade EastGrand Rapids, MI1,280 5,433 2,734 1,280 8,167 9,447 (3,251)1983Jun-11
Delta CenterLansing, MI1,580 9,616 (1,225)1,518 8,453 9,971 (3,962)1985Jun-11
Lakes CrossingMuskegon, MI1,440 13,571 513 1,200 14,324 15,524 (6,459)2008Jun-11
Redford PlazaRedford, MI7,510 20,174 7,815 7,510 27,989 35,499 (10,610)1992Jun-11
Hampton Village CentreRochester Hills, MI5,370 48,930 16,847 5,370 65,777 71,147 (23,182)2004Jun-11
Southfield PlazaSouthfield, MI1,320 4,085 3,023 1,320 7,108 8,428 (3,360)1970Jun-11
18 RyanSterling Heights, MI3,160 11,304 (329)3,160 10,975 14,135 (3,627)1997Jun-11
Delco PlazaSterling Heights, MI2,860 7,025 452 2,860 7,477 10,337 (3,386)1996Jun-11
West RidgeWestland, MI1,800 6,640 4,711 1,800 11,351 13,151 (5,615)1989Jun-11
Washtenaw Fountain PlazaYpsilanti, MI2,030 7,234 2,146 2,030 9,380 11,410 (3,291)2005Jun-11
Southport Centre I - VIApple Valley, MN4,960 18,527 849 4,602 19,734 24,336 (6,790)1985Jun-11
Champlin MarketplaceChamplin, MN3,985 11,375 1,438 3,985 12,813 16,798 (1,199)2005Jun-21
Burning Tree PlazaDuluth, MN4,790 16,279 3,488 4,790 19,767 24,557 (7,070)1987Jun-11
Westwind PlazaMinnetonka, MN2,630 12,171 1,915 2,630 14,086 16,716 (4,667)2007Jun-11
Richfield HubRichfield, MN7,960 19,907 262 7,619 20,510 28,129 (6,701)1952Jun-11
Roseville CenterRoseville, MN1,620 8,593 7,480 1,620 16,073 17,693 (3,826)2021Jun-11
Marketplace @ 42Savage, MN5,150 13,221 4,118 5,100 17,389 22,489 (6,513)1999Jun-11
Sun Ray Shopping CenterSt. Paul, MN5,250 21,447 1,197 4,733 23,161 27,894 (10,188)1958Jun-11
White Bear Hills Shopping CenterWhite Bear Lake, MN1,790 6,182 2,131 1,790 8,313 10,103 (3,592)1996Jun-11
Ellisville SquareEllisville, MO4,144 8,003 5,043 4,144 13,046 17,190 (6,057)1989Jun-11
Watts Mill PlazaKansas City, MO2,610 13,868 1,246 2,610 15,114 17,724 (5,119)1997Jun-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)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
Liberty CornersLiberty, MO2,530 8,918 3,666 2,530 12,584 15,114 (5,319)1987Jun-11
Maplewood SquareMaplewood, MO1,450 4,720 500 1,450 5,220 6,670 (1,384)1998Jun-11
Devonshire PlaceCary, NC940 4,533 4,845 940 9,378 10,318 (4,747)1996Jun-11
McMullen Creek MarketCharlotte, NC10,590 24,266 8,391 10,590 32,657 43,247 (12,137)1988Jun-11
The Commons at Chancellor ParkCharlotte, NC5,240 20,500 1,937 5,240 22,437 27,677 (9,479)1994Jun-11
Garner Towne SquareGarner, NC6,233 23,681 3,828 6,233 27,509 33,742 (7,448)1997Oct-13
Franklin SquareGastonia, NC7,060 29,355 4,762 7,060 34,117 41,177 (12,700)1989Jun-11
Wendover PlaceGreensboro, NC15,990 42,299 4,378 15,881 46,786 62,667 (18,746)2000Jun-11
University CommonsGreenville, NC5,350 26,253 3,776 5,350 30,029 35,379 (11,826)1996Jun-11
Kinston PointeKinston, NC2,180 8,540 522 2,180 9,062 11,242 (4,763)2001Jun-11
Roxboro SquareRoxboro, NC1,550 8,976 430 1,550 9,406 10,956 (5,739)2005Jun-11
Innes Street MarketSalisbury, NC12,180 27,462 481 10,548 29,575 40,123 (14,291)2002Jun-11
CrossroadsStatesville, NC6,220 15,300 (20,674)258 588 846 (169)1997Jun-11
New Centre MarketWilmington, NC5,730 15,217 4,556 5,730 19,773 25,503 (6,471)1998Jun-11
University CommonsWilmington, NC6,910 26,611 3,231 6,910 29,842 36,752 (11,632)2007Jun-11
Parkway PlazaWinston-Salem, NC6,910 17,604 4,358 6,727 22,145 28,872 (7,628)2005Jun-11
Stratford CommonsWinston-Salem, NC2,770 9,562 133 2,770 9,695 12,465 (3,487)1995Jun-11
Bedford GroveBedford, NH3,400 19,065 487 2,368 20,584 22,952 (5,599)1989Jun-11
Capitol Shopping CenterConcord, NH2,160 11,584 6,610 2,160 18,194 20,354 (6,134)2001Jun-11
Willow Springs PlazaNashua, NH3,490 20,288 (119)3,490 20,169 23,659 (7,091)1990Jun-11
Seacoast Shopping CenterSeabrook, NH2,230 8,967 975 2,230 9,942 12,172 (2,615)1991Jun-11
Tri-City PlazaSomersworth, NH1,900 10,034 5,832 1,900 15,866 17,766 (6,247)1990Jun-11
Laurel Square(6)
Brick, NJ5,400 20,998 6,634 5,400 27,632 33,032 (7,254)2023Jun-11
the Shoppes at CinnaminsonCinnaminson, NJ6,030 45,605 4,993 6,030 50,598 56,628 (19,307)2010Jun-11
Acme ClarkClark, NJ2,630 8,351 140 2,630 8,491 11,121 (4,260)2007Jun-11
Collegetown Shopping CenterGlassboro, NJ1,560 16,336 24,272 1,560 40,608 42,168 (9,015)2021Jun-11
Hamilton PlazaHamilton, NJ1,580 8,972 17,961 1,580 26,933 28,513 (5,225)1972Jun-11
Bennetts Mills PlazaJackson, NJ3,130 17,126 1,942 3,130 19,068 22,198 (7,129)2002Jun-11
Marlton CrossingMarlton, NJ5,950 45,874 29,231 5,950 75,105 81,055 (27,327)2019Jun-11
Middletown PlazaMiddletown, NJ5,060 41,800 (151)5,060 41,649 46,709 (13,699)2001Jun-11
Larchmont CentreMount Laurel, NJ4,421 14,985 748 4,421 15,733 20,154 (4,290)1985Jun-15
Old Bridge GatewayOld Bridge, NJ7,200 37,756 15,369 7,200 53,125 60,325 (16,023)2022Jun-11
Morris Hills Shopping CenterParsippany, NJ3,970 29,879 4,055 3,970 33,934 37,904 (12,160)1994Jun-11
Rio Grande PlazaRio Grande, NJ1,660 12,627 2,436 1,660 15,063 16,723 (5,237)1997Jun-11
Ocean Heights PlazaSomers Point, NJ6,110 34,911 1,585 6,110 36,496 42,606 (12,537)2006Jun-11
Springfield PlaceSpringfield, NJ1,773 4,577 2,107 1,773 6,684 8,457 (2,577)1965Jun-11
Tinton Falls PlazaTinton Falls, NJ3,080 12,385 1,580 3,080 13,965 17,045 (5,259)2006Jun-11
Cross Keys CommonsTurnersville, NJ5,840 33,347 4,701 5,726 38,162 43,888 (13,882)1989Jun-11
Parkway PlazaCarle Place, NY5,790 19,740 4,367 5,790 24,107 29,897 (6,882)1993Jun-11
Suffolk PlazaEast Setauket, NY2,780 12,321 8,869 2,780 21,190 23,970 (3,701)1998Jun-11
Three Village Shopping CenterEast Setauket, NY5,310 15,849 988 5,310 16,837 22,147 (6,034)1991Jun-11
Stewart PlazaGarden City, NY6,040 21,970 18,147 6,040 40,117 46,157 (9,117)2022Jun-11
Dalewood I, II & III Shopping Center (6)
Hartsdale, NY6,900 57,804 9,167 6,900 66,971 73,871 (19,171)2023Jun-11
Unity PlazaEast Fishkill, NY2,100 14,051 20 2,100 14,071 16,171 (5,477)2005Jun-11
Cayuga MallIthaca, NY1,180 11,244 4,679 1,180 15,923 17,103 (5,080)1969Jun-11
Kings Park PlazaKings Park, NY4,790 11,367 2,352 4,790 13,719 18,509 (5,065)1985Jun-11
Village Square Shopping CenterLarchmont, NY1,320 5,137 958 1,320 6,095 7,415 (1,965)1981Jun-11
Falcaro's PlazaLawrence, NY3,410 9,678 5,053 3,410 14,731 18,141 (4,309)1972Jun-11
Mamaroneck CentreMamaroneck, NY2,198 1,999 11,719 2,198 13,718 15,916 (1,591)2020Jun-11
Sunshine SquareMedford, NY7,350 24,713 2,640 7,350 27,353 34,703 (10,395)2007Jun-11
Wallkill PlazaMiddletown, NY1,360 8,410 1,793 1,360 10,203 11,563 (4,552)1986Jun-11
Monroe ShopRite PlazaMonroe, NY1,840 16,111 501 1,840 16,612 18,452 (7,329)1985Jun-11
Rockland PlazaNanuet, NY11,097 60,790 13,730 11,097 74,520 85,617 (21,288)2006Jun-11
North Ridge Shopping CenterNew Rochelle, NY4,910 9,612 3,097 4,910 12,709 17,619 (3,859)1971Jun-11
Nesconset Shopping CenterPort Jefferson Station, NY5,510 20,473 7,443 5,510 27,916 33,426 (8,554)1961Jun-11
RiverheadRiverhead, NY6,331 — 36,162 3,899 38,594 42,493 (8,319)2018Jun-11
Roanoke PlazaRiverhead, NY5,050 15,177 1,512 5,050 16,689 21,739 (6,093)2002Jun-11
Rockville CentreRockville Centre, NY3,590 6,982 394 3,590 7,376 10,966 (2,650)1975Jun-11
College PlazaSelden, NY8,270 14,267 10,187 8,270 24,454 32,724 (8,282)2013Jun-11
Campus PlazaVestal, NY1,170 16,384 817 1,170 17,201 18,371 (7,290)2003Jun-11
Parkway PlazaVestal, NY2,168 18,651 (267)2,149 18,403 20,552 (8,568)1995Jun-11
Shoppes at VestalVestal, NY1,340 14,730 723 1,340 15,453 16,793 (4,597)2000Jun-11
Town Square MallVestal, NY2,520 41,457 11,525 2,520 52,982 55,502 (17,598)1991Jun-11
Highridge PlazaYonkers, NY6,020 17,358 2,639 6,020 19,997 26,017 (6,187)1977Jun-11
Brunswick Town CenterBrunswick, OH2,930 18,561 2,567 2,930 21,128 24,058 (7,365)2004Jun-11
Brentwood PlazaCincinnati, OH5,090 20,513 2,542 5,090 23,055 28,145 (9,767)2004Jun-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)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
Delhi Shopping CenterCincinnati, OH3,690 8,085 2,251 3,690 10,336 14,026 (4,418)1973Jun-11
Harpers StationCincinnati, OH3,987 27,804 4,246 3,987 32,050 36,037 (13,178)1994Jun-11
Western Hills PlazaCincinnati, OH8,690 27,664 15,903 8,690 43,567 52,257 (11,181)2021Jun-11
Western VillageCincinnati, OH3,420 12,817 1,025 3,420 13,842 17,262 (6,153)2005Jun-11
Crown PointColumbus, OH2,120 14,980 1,506 2,120 16,486 18,606 (7,974)1980Jun-11
Greentree Shopping CenterColumbus, OH1,920 12,531 703 1,920 13,234 15,154 (6,943)2005Jun-11
South Towne CentreDayton, OH4,990 43,152 7,511 4,990 50,663 55,653 (21,886)1972Jun-11
Southland Shopping CenterMiddleburg Heights, OH5,940 55,360 (7,858)4,659 48,783 53,442 (19,692)1951Jun-11
The Shoppes at North OlmstedNorth Olmsted, OH510 4,151 (67)510 4,084 4,594 (2,068)2002Jun-11
Surrey Square MallNorwood, OH3,900 18,402 1,368 3,900 19,770 23,670 (8,026)2010Jun-11
Miracle Mile Shopping PlazaToledo, OH1,510 15,792 3,165 1,411 19,056 20,467 (9,730)1955Jun-11
MarketplaceTulsa, OK5,040 13,249 2,874 5,040 16,123 21,163 (8,226)1992Jun-11
Village WestAllentown, PA4,180 23,402 1,369 4,180 24,771 28,951 (9,482)1999Jun-11
Park Hills PlazaAltoona, PA4,390 23,218 (20,211)586 6,811 7,397 (1,355)1985Jun-11
Bethel Park Shopping CenterBethel Park, PA3,060 18,457 2,138 3,060 20,595 23,655 (10,071)1965Jun-11
Lehigh Shopping CenterBethlehem, PA6,980 34,900 5,612 6,980 40,512 47,492 (18,093)1955Jun-11
Bristol ParkBristol, PA3,180 21,530 563 3,180 22,093 25,273 (8,136)1993Jun-11
Chalfont Village Shopping CenterChalfont, PA1,040 3,818 (229)1,040 3,589 4,629 (1,385)1989Jun-11
New Britain Village SquareChalfont, PA4,250 24,449 2,560 4,250 27,009 31,259 (9,100)1989Jun-11
Collegeville Shopping CenterCollegeville, PA3,410 7,451 6,761 3,410 14,212 17,622 (5,312)2020Jun-11
Plymouth Square Shopping Center (6)
Conshohocken, PA17,001 44,208 25,886 17,001 70,094 87,095 (7,014)2023May-19
Whitemarsh Shopping CenterConshohocken, PA3,410 11,753 6,259 3,410 18,012 21,422 (5,366)2002Jun-11
Valley FairDevon, PA1,810 8,161 (5,681)1,152 3,138 4,290 (1,277)2001Jun-11
Dickson City Crossings(6)
Dickson City, PA4,800 31,423 4,252 4,800 35,675 40,475 (13,678)2023Jun-11
Barn PlazaDoylestown, PA8,780 29,183 2,546 8,780 31,729 40,509 (14,367)2002Jun-11
Pilgrim GardensDrexel Hill, PA2,090 5,043 4,937 2,090 9,980 12,070 (4,761)1955Jun-11
North Penn Market PlaceLansdale, PA3,060 5,253 1,568 3,060 6,821 9,881 (2,722)1977Jun-11
Village at NewtownNewtown, PA7,690 37,765 43,366 7,690 81,131 88,821 (18,772)2021Jun-11
IvyridgePhiladelphia, PA7,100 21,004 (31)7,100 20,973 28,073 (6,585)1963Jun-11
Roosevelt MallPhiladelphia, PA10,970 89,141 22,096 10,970 111,237 122,207 (36,279)2020Jun-11
Shoppes at Valley ForgePhoenixville, PA2,010 13,025 1,989 2,010 15,014 17,024 (6,945)2003Jun-11
County Line PlazaSouderton, PA910 8,346 3,441 910 11,787 12,697 (4,402)1971Jun-11
69th Street PlazaUpper Darby, PA640 4,362 999 640 5,361 6,001 (1,898)1994Jun-11
Warminster Towne CenterWarminster, PA4,310 35,284 3,422 4,310 38,706 43,016 (14,083)1997Jun-11
Shops at ProspectWest Hempfield, PA760 6,532 744 760 7,276 8,036 (2,858)1994Jun-11
Whitehall SquareWhitehall, PA4,350 33,067 1,699 4,350 34,766 39,116 (12,872)2006Jun-11
Wilkes-Barre Township MarketplaceWilkes-Barre, PA2,180 17,430 3,582 2,180 21,012 23,192 (10,757)2004Jun-11
Belfair Towne VillageBluffton, SC4,265 31,801 2,850 4,265 34,651 38,916 (9,978)2006Jun-11
Milestone PlazaGreenville, SC2,563 15,645 2,935 2,563 18,580 21,143 (6,281)1995Oct-13
Circle CenterHilton Head Island, SC3,010 5,832 (1,085)3,010 4,747 7,757 (1,487)2000Jun-11
Island PlazaJames Island, SC2,940 9,252 3,708 2,940 12,960 15,900 (5,824)1994Jun-11
Festival CentreNorth Charleston, SC3,630 10,512 4,834 3,630 15,346 18,976 (7,759)1987Jun-11
Pawleys Island PlazaPawleys Island, SC5,264 21,804 347 5,264 22,151 27,415 (1,272)2015Oct-21
Fairview Corners I & IISimpsonville, SC2,370 17,117 2,366 2,370 19,483 21,853 (7,587)2003Jun-11
Hillcrest Market Place(6)
Spartanburg, SC4,190 34,825 12,798 4,190 47,623 51,813 (15,754)2023Jun-11
Watson Glen Shopping CenterFranklin, TN5,220 14,990 1,976 5,220 16,966 22,186 (6,494)1988Jun-11
Williamson SquareFranklin, TN7,730 22,789 6,625 7,730 29,414 37,144 (13,520)1988Jun-11
Greeneville CommonsGreeneville, TN2,880 13,524 3,488 2,880 17,012 19,892 (5,768)2002Jun-11
Kingston OverlookKnoxville, TN2,060 6,743 699 2,060 7,442 9,502 (2,107)1996Jun-11
The Commons at WolfcreekMemphis, TN23,239 58,489 20,496 23,239 78,985 102,224 (28,540)2014Jun-11
Georgetown SquareMurfreesboro, TN3,716 8,598 2,495 3,716 11,093 14,809 (3,848)2003Jun-11
Nashboro VillageNashville, TN2,243 11,662 275 2,243 11,937 14,180 (4,648)1998Oct-13
Parmer CrossingAustin, TX5,927 11,282 1,913 5,927 13,195 19,122 (5,276)1989Jun-11
Baytown Shopping CenterBaytown, TX3,410 6,776 3,541 3,410 10,317 13,727 (6,300)1987Jun-11
El CaminoBellaire, TX1,320 3,816 733 1,320 4,549 5,869 (1,977)2008Jun-11
TownshireBryan, TX1,790 6,399 831 1,790 7,230 9,020 (4,327)2002Jun-11
Central StationCollege Station, TX4,340 21,704 2,840 4,340 24,544 28,884 (8,603)1976Jun-11
Rock Prairie CrossingCollege Station, TX2,460 13,618 99 2,401 13,776 16,177 (6,596)2002Jun-11
Carmel VillageCorpus Christi, TX1,900 4,536 5,066 1,900 9,602 11,502 (2,547)2019Jun-11
Arboretum VillageDallas, TX17,154 33,384 772 17,154 34,156 51,310 (1,535)2014Jan-22
Claremont VillageDallas, TX1,700 3,035 (1,162)1,700 1,873 3,573 (735)1976Jun-11
Kessler PlazaDallas, TX1,390 3,702 1,647 1,390 5,349 6,739 (1,498)1975Jun-11
Stevens Park VillageDallas, TX1,270 3,182 671 1,270 3,853 5,123 (2,254)1974Jun-11
Webb Royal PlazaDallas, TX2,470 6,576 (70)2,470 6,506 8,976 (3,357)1961Jun-11
Wynnewood Village(6)
Dallas, TX16,982 42,953 31,410 17,200 74,145 91,345 (21,000)2023Jun-11
ParktownDeer Park, TX2,790 7,319 1,176 2,790 8,495 11,285 (4,363)1999Jun-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)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
Ridglea PlazaFort Worth, TX2,770 16,178 190 2,770 16,368 19,138 (6,653)1990Jun-11
Trinity CommonsFort Worth, TX5,780 26,317 2,806 5,780 29,123 34,903 (12,472)1998Jun-11
Preston RidgeFrisco, TX25,820 127,082 13,005 25,820 140,087 165,907 (50,065)2018Jun-11
Village PlazaGarland, TX3,230 6,786 2,384 3,230 9,170 12,400 (3,417)2002Jun-11
Highland Village Town CenterHighland Village, TX3,370 7,439 529 3,370 7,968 11,338 (2,729)1996Jun-11
Bay ForestHouston, TX1,500 6,557 525 1,500 7,082 8,582 (2,887)2004Jun-11
Beltway SouthHouston, TX3,340 9,759 795 3,340 10,554 13,894 (5,414)1998Jun-11
Braes HeightsHouston, TX1,700 15,246 9,422 1,700 24,668 26,368 (6,287)2022Jun-11
BraesgateHouston, TX1,570 2,813 622 1,570 3,435 5,005 (1,765)1997Jun-11
BroadwayHouston, TX1,720 5,472 2,605 1,720 8,077 9,797 (2,917)2006Jun-11
Clear Lake Camino SouthHouston, TX3,320 12,136 1,844 3,320 13,980 17,300 (5,561)1964Jun-11
Hearthstone CornersHouston, TX5,240 14,208 1,700 5,240 15,908 21,148 (5,310)2019Jun-11
Jester VillageHouston, TX1,380 4,623 9,312 1,380 13,935 15,315 (2,270)2022Jun-11
Jones Plaza(6)
Houston, TX2,110 11,450 3,529 2,110 14,979 17,089 (4,102)2023Jun-11
Jones SquareHouston, TX3,210 10,716 2,186 3,210 12,902 16,112 (4,823)1999Jun-11
MaplewoodHouston, TX1,790 5,535 1,702 1,790 7,237 9,027 (2,724)2004Jun-11
Merchants ParkHouston, TX6,580 32,200 3,809 6,580 36,009 42,589 (15,179)2009Jun-11
NorthgateHouston, TX740 1,707 436 740 2,143 2,883 (685)1972Jun-11
NorthshoreHouston, TX5,970 22,827 4,780 5,970 27,607 33,577 (11,138)2001Jun-11
Northtown PlazaHouston, TX4,990 18,209 5,047 4,990 23,256 28,246 (7,374)1960Jun-11
Orange GroveHouston, TX3,670 15,758 2,846 3,670 18,604 22,274 (8,503)2005Jun-11
Royal Oaks VillageHouston, TX4,620 29,536 1,928 4,620 31,464 36,084 (11,120)2001Jun-11
Tanglewilde CenterHouston, TX1,620 7,437 1,843 1,620 9,280 10,900 (3,900)1998Jun-11
West U MarketplaceHouston, TX8,554 25,511 41 8,554 25,552 34,106 (1,016)2000Apr-22
Westheimer CommonsHouston, TX5,160 12,866 4,675 5,160 17,541 22,701 (8,369)1984Jun-11
Crossroads Centre - PasadenaPasadena, TX4,660 11,153 7,056 4,660 18,209 22,869 (6,699)1997Jun-11
Spencer SquarePasadena, TX5,360 19,464 681 4,861 20,644 25,505 (8,463)1998Jun-11
Pearland PlazaPearland, TX3,020 9,076 1,989 3,020 11,065 14,085 (4,632)1995Jun-11
Market PlazaPlano, TX6,380 20,529 1,233 6,380 21,762 28,142 (8,299)2002Jun-11
Preston Park Village(6)
Plano, TX8,506 81,652 3,966 8,506 85,618 94,124 (21,228)2023Oct-13
Keegan's MeadowStafford, TX3,300 9,947 1,256 3,300 11,203 14,503 (4,181)1999Jun-11
Lake Pointe VillageSugar Land, TX19,827 65,239 (175)19,827 65,064 84,891 (2,061)2010Jun-22
Texas City BayTexas City, TX3,780 17,928 7,584 3,780 25,512 29,292 (8,575)2005Jun-11
Windvale CenterThe Woodlands, TX3,460 9,479 (1,846)3,460 7,633 11,093 (2,202)2002Jun-11
Culpeper Town SquareCulpeper, VA3,200 9,235 109 3,200 9,344 12,544 (3,333)1999Jun-11
Hanover SquareMechanicsville, VA3,540 16,145 5,609 3,540 21,754 25,294 (6,784)1991Jun-11
Tuckernuck SquareRichmond, VA2,400 10,241 1,987 2,400 12,228 14,628 (4,168)1981Jun-11
Cave Spring CornersRoanoke, VA3,060 11,284 704 3,060 11,988 15,048 (6,336)2005Jun-11
Hunting HillsRoanoke, VA1,150 7,661 2,323 1,116 10,018 11,134 (4,936)1989Jun-11
Hilltop PlazaVirginia Beach, VA5,170 21,956 4,089 5,154 26,061 31,215 (9,788)2010Jun-11
Rutland PlazaRutland, VT2,130 20,924 (3,912)1,722 17,420 19,142 (6,596)1997Jun-11
Spring MallGreenfield, WI2,540 16,383 (11,748)912 6,263 7,175 (2,560)2003Jun-11
Mequon PavilionsMequon, WI7,520 29,714 11,560 7,520 41,274 48,794 (14,739)1967Jun-11
Moorland Square Shopping CtrNew Berlin, WI2,080 9,256 1,529 2,080 10,785 12,865 (4,509)1990Jun-11
Paradise PavilionWest Bend, WI1,510 15,704 1,039 1,510 16,743 18,253 (8,126)2000Jun-11
Grand Central PlazaParkersburg, WV670 5,704 (239)670 5,465 6,135 (1,813)1986Jun-11
Remaining portfolioVarious— — 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,
202220212020
[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 improvements772,025 579,156 276,321 
      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 expense316,789 314,689 295,645 
      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