Brixmor Property Group
Annual Report 2022

Plain-text annual report

2022 ANNUAL REPORT 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 Delaware (Brixmor Property Group Inc.) (Brixmor Operating Partnership LP) (State or Other Jurisdiction of Incorporation or Organization) 45-2433192 80-0831163 (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 class Common Stock, par value $0.01 per share. Trading Symbol(s) BRX Name of each exchange on which registered New 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 Smaller reporting company ☐ Accelerated filer Emerging growth company ☐ ☑ Non-accelerated filer ☐ ☐ Large accelerated filer Smaller reporting company ☐ Accelerated filer Emerging growth company ☐ ☐ Non-accelerated filer ☑ ☐ 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. i Item No. Page TABLE OF CONTENTS Part I Business .......................................................................................................................................................................................... Risk Factors .................................................................................................................................................................................... Unresolved Staff Comments ........................................................................................................................................................... Properties ........................................................................................................................................................................................ Legal Proceedings ........................................................................................................................................................................... Mine Safety Disclosures ................................................................................................................................................................. Part II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ..................... [Reserved] ....................................................................................................................................................................................... Management’s Discussion and Analysis of Financial Condition and Results of Operations ......................................................... 1. 1A. 1B. 2. 3. 4. 5. 6. 7. 7A. Quantitative and Qualitative Disclosures About Market Risk ........................................................................................................ 8. 9. 9A. 9B. 9C. 10. 11. 12. 13. 14. 15. 16. Financial Statements and Supplementary Data ............................................................................................................................... Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ........................................................ Controls and Procedures ................................................................................................................................................................. Other Information ........................................................................................................................................................................... Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ............................................................................................ Part III Directors, Executive Officers, and Corporate Governance ............................................................................................................ Executive Compensation ................................................................................................................................................................ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ....................................... Certain Relationships and Related Transactions, and Director Independence ............................................................................... Principal Accountant Fees and Services ......................................................................................................................................... Exhibit and Financial Statement Schedules .................................................................................................................................... Form 10-K Summary ...................................................................................................................................................................... Part IV 1 8 16 17 20 20 21 22 23 36 37 37 37 39 39 40 40 40 40 40 41 46 ii 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. iii 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. 1 Our Shopping Centers The following table provides summary information regarding our Portfolio as of December 31, 2022: Number of Shopping Centers GLA (square feet) Percent Billed Percent Leased Annualized Base Rent ("ABR") Per Square Foot (“PSF”)(1) New, Renewal and Option Volume (square feet)(2) New Lease Volume (square feet)(2) New, Renewal and Option Rent Spread(2)(3) New Rent Spread(2)(3) Percent Grocery-anchored Shopping Centers(4) Percent of ABR in Top 50 U.S. CBSAs 373 66.0 million 90% 94% $16.19 10.6 million 3.3 million 12.7% 37.0% 72% 71% (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 2 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 3 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 4 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. 5 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: Name James Taylor Angela Aman Position President, Chief Executive Officer Executive Vice President, Chief Financial Officer and Treasurer Brian T. Finnegan Executive Vice President, Chief Revenue Officer Mark T. Horgan Executive Vice President, Chief Investment Officer Steven F. Siegel Carolyn Carter Singh (2) Executive Vice President, General Counsel and Secretary Executive Vice President, Chief Talent Officer Year Joined(1) Age 2016 2016 2004 2016 1991 2001 56 43 42 47 62 60 (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 6 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. 7 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 8 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 9 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 10 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. 11 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. 12 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. 13 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 14 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): Retailer The TJX Companies, Inc. The Kroger Co. Burlington Stores, Inc. Dollar Tree Stores, Inc. Publix Super Markets, Inc. Ross Stores, Inc L.A Fitness International, LLC Ahold Delhaize Amazon.com, Inc. / Whole Foods Market Services, Inc. Albertson's Companies, Inc PetSmart, Inc. Kohl's Corporation Five Below, Inc. Ulta Beauty, Inc. PETCO Animal Supplies, Inc. Big Lots, Inc. Party City Holdco Inc. The Michaels Companies, Inc. Staples, Inc. Bed Bath & Beyond, Inc. TOP 20 RETAILERS Owned Leases Leased GLA Percent of GLA ABR ABR PSF(1) Percent of ABR 87 44 36 121 31 39 14 18 15 14 27 14 49 32 34 32 28 21 21 19 2,595,054 2,993,862 1,567,993 1,405,068 1,431,891 1,017,273 566,362 981,884 567,970 750,202 594,706 1,095,329 445,679 356,831 463,715 1,035,469 410,595 472,884 442,469 479,461 3.9 % $ 31,808 $ 4.5 % 2.4 % 2.1 % 2.2 % 1.5 % 0.9 % 1.5 % 0.9 % 1.1 % 0.9 % 1.7 % 0.7 % 0.5 % 0.7 % 1.6 % 0.6 % 0.7 % 0.7 % 0.7 % 22,648 17,989 15,945 14,552 12,850 10,994 10,676 9,930 9,638 9,483 8,896 8,666 8,346 8,080 7,845 6,293 6,169 5,373 5,324 696 19,674,697 29.8 % $ 231,505 $ 12.26 7.56 11.47 11.35 10.16 12.63 19.41 10.87 17.48 12.85 15.95 8.12 19.44 23.39 17.42 7.58 15.33 13.05 12.14 11.10 11.77 3.4 % 2.4 % 1.9 % 1.7 % 1.5 % 1.4 % 1.2 % 1.1 % 1.1 % 1.0 % 1.0 % 0.9 % 0.9 % 0.9 % 0.9 % 0.8 % 0.7 % 0.7 % 0.6 % 0.6 % 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): Number of Properties GLA Percent Billed Percent Leased ABR ABR PSF(1) State 1 Florida 2 California 3 Texas 4 New York 5 Pennsylvania 6 Illinois 7 New Jersey 8 Georgia 9 North Carolina 10 Michigan 11 Ohio 12 Connecticut 13 Tennessee 14 Colorado 49 28 48 27 25 17 16 27 15 15 13 10 7 7 8,404,624 92.6 % 95.7 % $ 128,520 $ 5,248,351 92.2 % 96.1 % 107,776 7,288,897 89.9 % 92.3 % 106,127 3,463,005 92.9 % 95.9 % 68,652 4,555,884 90.8 % 95.5 % 67,212 4,322,356 84.6 % 86.8 % 53,124 2,821,968 87.9 % 96.9 % 46,153 3,786,901 89.1 % 94.7 % 45,585 3,317,924 93.3 % 96.7 % 40,689 2,803,004 90.0 % 92.5 % 35,033 2,872,779 87.9 % 92.1 % 34,781 1,673,845 83.9 % 89.6 % 23,628 1,791,013 96.8 % 97.0 % 22,991 1,593,917 93.0 % 95.8 % 22,524 15 Massachusetts 10 1,507,803 91.4 % 95.8 % 19,818 16 Kentucky 17 South Carolina 18 Minnesota 19 Indiana 20 Virginia 21 New Hampshire 22 Wisconsin 23 Maryland 24 Missouri 25 Alabama 26 Kansas 27 Oklahoma 28 Vermont 29 Maine 30 Arizona 31 Iowa 32 West Virginia TOTAL 7 8 9 5 6 5 4 2 4 1 2 1 1 1 1 1 1 1,683,212 92.7 % 95.2 % 18,808 1,441,400 83.5 % 89.1 % 17,961 1,269,831 88.5 % 88.8 % 16,236 1,212,380 93.4 % 96.2 % 14,186 826,116 91.1 % 93.7 % 10,565 670,250 88.6 % 95.3 % 566,588 86.3 % 92.0 % 371,904 98.4 % 99.2 % 495,523 90.1 % 91.7 % 410,401 82.9 % 85.8 % 376,599 95.5 % 96.0 % 193,276 100.0 % 100.0 % 223,314 90.0 % 90.0 % 287,533 95.5 % 95.5 % 165,350 67.1 % 79.3 % 269,705 70.3 % 73.9 % 75,344 8.4 % 44.8 % 9,034 6,287 6,252 4,613 4,369 3,667 2,081 1,934 1,875 1,825 1,657 527 373 65,990,997 90.2 % 93.8 % $ 944,490 $ Percent of Number of Properties Percent of GLA Percent of ABR 13.0 % 12.8 % 7.5 % 8.0 % 12.9 % 11.0 % 13.5 % 11.4 % 11.2 % 7.2 % 6.7 % 4.6 % 4.3 % 7.2 % 4.0 % 4.0 % 3.5 % 2.7 % 1.9 % 1.9 % 2.7 % 1.9 % 2.1 % 2.4 % 1.3 % 1.6 % 1.3 % 1.1 % 0.5 % 1.1 % 0.3 % 0.5 % 0.3 % 0.3 % 0.3 % 0.3 % 0.3 % 0.3 % 5.2 % 6.9 % 6.5 % 4.3 % 5.7 % 5.0 % 4.2 % 4.4 % 2.5 % 2.7 % 2.4 % 2.3 % 2.6 % 2.2 % 1.9 % 1.8 % 1.3 % 1.0 % 0.9 % 0.6 % 0.8 % 0.6 % 0.6 % 0.3 % 0.3 % 0.4 % 0.3 % 0.4 % 0.1 % 7.3 % 7.1 % 5.6 % 4.9 % 4.8 % 4.3 % 3.7 % 3.7 % 2.5 % 2.4 % 2.4 % 2.1 % 2.0 % 1.9 % 1.7 % 1.5 % 1.1 % 1.0 % 0.7 % 0.7 % 0.5 % 0.5 % 0.4 % 0.2 % 0.2 % 0.2 % 0.2 % 0.2 % 0.1 % 100.0 % 100.0 % 100.0 % 16.31 22.88 16.25 21.09 18.92 14.70 17.91 13.09 13.34 14.14 15.36 15.84 13.56 15.67 15.46 13.01 14.28 15.71 12.27 14.81 14.75 12.07 17.31 10.22 12.70 13.05 10.77 9.63 17.65 13.92 8.32 15.61 16.19 (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 GLA Percent of GLA Percent Billed Percent Leased ABR ABR PSF(1) Percent of ABR ≥ 35,000 SF 20,000 – 34,999 SF 10,000 – 19,999 SF 5,000 – 9,999 SF < 5,000 SF TOTAL 420 23,857,818 493 12,852,347 617 8,419,454 1,110 7,657,600 6,189 13,203,778 36.1 % 19.5 % 12.8 % 11.6 % 20.0 % 8,829 65,990,997 100.0 % TOTAL ≥ 10,000 SF 1,530 45,129,619 TOTAL < 10,000 SF 7,299 20,861,378 68.4 % 31.6 % 94.8 % 91.9 % 89.5 % 85.2 % 83.6 % 90.2 % 93.0 % 84.2 % 96.0 % $ 223,991 $ 96.7 % 145,043 94.4 % 118,199 91.2 % 134,374 88.1 % 322,883 93.8 % $ 944,490 $ 95.9 % $ 487,233 $ 89.2 % 457,257 11.05 11.78 15.23 19.97 28.67 16.19 12.07 25.42 23.7 % 15.4 % 12.5 % 14.2 % 34.2 % 100.0 % 51.6 % 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 Leases Leased GLA % of Leased GLA % of In-Place ABR In-Place ABR PSF ABR PSF at Expiration M-M 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033+ 286 1,040 1,156 1,046 917 999 614 401 313 271 368 521 795,878 5,349,850 8,095,888 7,789,912 7,202,285 8,364,079 5,297,992 4,112,264 2,985,609 2,619,116 3,132,994 6,152,271 1.3 % 8.6 % 13.1 % 12.6 % 11.6 % 13.5 % 8.6 % 6.6 % 4.8 % 4.2 % 5.1 % 10.0 % 1.3 % $ 15.46 $ 8.0 % 12.3 % 12.1 % 11.6 % 13.5 % 8.7 % 6.6 % 4.9 % 4.5 % 5.8 % 10.7 % 14.17 14.35 14.70 15.26 15.27 15.44 15.10 15.63 16.12 17.34 16.41 15.46 14.17 14.46 14.90 15.66 15.86 16.83 16.68 17.35 18.30 19.58 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. 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 Leases GLA Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF New ABR PSF Rent Spread(1) New, renewal and option leases 1,614 10,572,727 $ 16.47 $ 4.71 $ New and renewal leases 1,403 7,095,235 New leases Renewal leases Option leases 613 3,256,527 790 3,838,708 211 3,477,492 18.31 19.08 17.66 12.72 7.02 13.05 1.91 — 2.05 3.06 6.57 0.08 — 12.7 % 16.0 % 37.0 % 11.1 % 6.7 % For the Year Ended December 31, 2021 Leases GLA Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF New ABR PSF Rent Spread(1) New, renewal and option leases 1,641 10,041,399 $ 16.05 $ 4.08 $ New and renewal leases 1,478 6,817,114 New leases Renewal leases Option leases 639 3,055,371 839 3,761,743 163 3,224,285 18.42 18.66 18.22 11.04 6.01 12.14 1.03 — 1.84 2.71 5.92 0.10 — 10.1 % 11.4 % 27.6 % 6.3 % 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. 24 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) Revenues Rental income Other revenues Total revenues Rental income Year Ended December 31, 2022 2021 $ Change $ $ 1,217,362 $ 1,146,304 $ 712 5,970 1,218,074 $ 1,152,274 $ 71,058 (5,258) 65,800 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. 25 Operating Expenses (in thousands) Operating expenses Operating costs Real estate taxes Depreciation and amortization Impairment of real estate assets General and administrative Total operating expenses Year Ended December 31, 2022 2021 $ Change $ 141,408 $ 132,042 $ 170,383 344,731 5,724 117,225 165,746 327,152 1,898 105,454 $ 779,471 $ 732,292 $ 9,366 4,637 17,579 3,826 11,771 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. 26 Other Income and Expenses (in thousands) Other income (expense) Dividends and interest Interest expense Gain on sale of real estate assets Loss on extinguishment of debt, net Other Total other expense Year Ended December 31, 2022 2021 $ Change $ 314 $ 299 $ (192,427) 111,563 (221) (3,639) (194,776) 73,092 (28,345) (65) $ (84,410) $ (149,795) $ 15 2,349 38,471 28,124 (3,574) 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. 27 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. 28 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 Expenditures Debt maturities (1) Interest payments (1)(2) Operating leases Twelve Months Ended December 31, 2023 Thereafter $ — $ 5,043.5 188.8 6.1 776.2 52.2 Total 5,871.9 (1) Amounts presented do not assume the issuance of new debt upon maturity of existing debt. (2) 194.9 $ $ 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 date October 25, 2022 February 1, 2023 Dividend record date Dividend payable date January 4, 2023 April 4, 2023 January 17, 2023 April 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. 29 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, 2022 2021 $ Change Net cash provided by operating activities $ 566,382 $ 552,239 $ 14,143 Net cash used in investing activities Net cash used in financing activities Net change in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period (462,453) (380,413) (276,484) 297,743 (331,005) (293,578) (72,344) 370,087 Cash, cash equivalents and restricted cash at end of period $ 21,259 $ 297,743 $ (131,448) (86,835) (204,140) (72,344) (276,484) Brixmor Operating Partnership LP Year Ended December 31, 2022 2021 $ Change Net cash provided by operating activities $ 566,382 $ 552,239 $ 14,143 Net cash used in investing activities Net cash used in financing activities Net change in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period (462,453) (366,182) (262,253) 282,585 (331,005) (298,722) (77,488) 360,073 (131,448) (67,460) (184,765) (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. 30 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 31 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, 2022 2021 Net income $ 354,193 $ Depreciation and amortization related to real estate Gain on sale of real estate assets Impairment of real estate assets Nareit FFO Nareit FFO per diluted share Weighted average diluted shares outstanding 340,561 (111,563) 5,724 588,915 $ 1.95 $ 301,742 $ $ 270,187 323,354 (73,092) 1,898 522,347 1.75 298,835 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. 32 Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021 Number of properties Percent billed Percent leased Revenues Rental income Other revenues Operating expenses Operating costs Real estate taxes Year Ended December 31, 2022 2021 Change 343 90.3% 93.9% 343 88.7% 92.1% — 1.6% 1.8% $ 1,084,159 $ 1,027,069 $ 57,090 682 622 1,084,841 1,027,691 (128,614) (156,175) (284,789) (122,922) (154,356) (277,278) 60 57,150 (5,692) (1,819) (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): Net income Adjustments: Non-same property NOI 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 Depreciation and amortization Impairment of real estate assets General and administrative Total other expense Same property NOI Year Ended December 31, 2022 2021 $ 354,193 $ 270,187 (70,909) (3,231) (23,458) (8,793) 160 344,731 5,724 117,225 84,410 $ 800,052 $ (72,795) (8,640) (14,551) (8,221) 134 327,152 1,898 105,454 149,795 750,413 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 33 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) 2023 2024 2025 2026 2027 Thereafter Total Fair Value Unsecured Debt Fixed rate Weighted average interest rate(1) Variable rate(2)(3) Weighted average interest rate(1)(2) $ — $ 500,000 $ 700,000 $ 607,542 $ 400,000 $ 2,410,911 $ 4,618,453 $ 4,148,681 3.69% 3.70% 3.67% 3.56% 3.50% 3.50% $ — $ — $ — $ 125,000 $ 300,000 $ — $ 425,000 $ 425,056 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: Variable Rate Debt Revolving Facility(2) SOFR Rate 4.30% As of December 31, 2022 Reference Rate Adjustment 0.10% Credit Spread(1) 1.04% Credit Spread Grid SOFR Rate Loans Base Rate Loans All-in-Rate 5.44% Credit Spread Credit Spread 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): Variable Rate Debt $300 Million Term Loan Amount $ 300,000 As of December 31, 2022 Weighted Average Fixed SOFR Rate 2.59% Credit Spread 1.09% Reference Rate Adjustment 0.10% Swapped All-in- Rate 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 Item 15. Exhibit and Financial Statement Schedules (a) Documents filed as part of this report PART IV Form 10-K Page 1 CONSOLIDATED STATEMENTS Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) ..................................... F-2 Brixmor Property Group Inc.: Consolidated Balance Sheets as of December 31, 2022 and 2021 ............................................................... F-8 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 ............. F-9 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 ............................................................................................................................................................... F-10 Consolidated Statement of Changes in Equity for the Years Ended December 31, 2022, 2021 and 2020 .. F-11 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 ............ F-12 Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2022 and 2021 ............................................................... F-13 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 ............. F-14 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 ............................................................................................................................................................... F-15 Consolidated Statement of Changes in Capital for the Years Ended December 31, 2022, 2021 and 2020 .. F-16 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 ............ F-17 Notes to Consolidated Financial Statements ................................................................................................. F-18 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II – Valuation and Qualifying Accounts ....................................................................................... F-39 Schedule III – Real Estate and Accumulated Depreciation .......................................................................... F-40 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 41 (b) Exhibits. The following documents are filed as exhibits to this report: Exhibit Number 3.1 3.2 3.3 3.4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 Exhibit Description Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 2013 Second Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of February 1, 2022 Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP Second Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 28, 2019, by and among Brixmor OP GP LLC, as General Partner, BPG Subsidiary Inc., as Limited Partner, BPG Sub LLC, as Limited Partner, and the other limited partners from time to time party thereto Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (the “2015 Indenture”) First Supplemental Indenture to the 2015 Indenture, dated January 21, 2015, among Brixmor Operating Partnership LP, as issuer, and Brixmor OP GP LLC and BPG Subsidiary Inc., as possible future guarantors, and The Bank of New York Mellon, as trustee Third Supplemental Indenture to the 2015 Indenture, dated June 13, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Fifth Supplemental Indenture to the 2015 Indenture, dated March 8, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Sixth Supplemental Indenture to the 2015 Indenture, dated June 5, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Eighth Supplemental Indenture to the 2015 Indenture, dated May 10, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Amendment No. 1 to the Eighth Supplemental Indenture, dated August 15, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Incorporated by Reference Form 8-K File No. 001-36160 Date of Filing 11/4/2013 Exhibit Number 3.1 Filed Herewith 8-K 001-36160 2/4/2022 3.1 10-K 001-36160 3/12/2014 10.7 10-Q 001-36160 10/28/2019 3.1 8-K 001-36160 1/21/2015 4.1 8-K 001-36160 1/21/2015 4.2 8-K 00-36160 6/13/2016 4.2 8-K 00-36160 3/8/2017 4.2 8-K 00-36160 6/5/2017 4.2 8-K 00-36160 5/10/2019 4.2 8-K 00-36160 8/15/2019 4.3 42 Exhibit Number 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 Exhibit Description Ninth Supplemental Indenture, dated June 10, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Amendment No. 1 to the Ninth Supplemental Indenture, dated August 20, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Tenth Supplemental Indenture, dated March 5, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Eleventh Supplemental Indenture, dated August 16, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”) First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S. Bank Trust National Association Supplemental Indenture to the 1995 Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association 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”) Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC, New Plan Realty Trust, LLC and U.S. Bank Trust National Association Incorporated by Reference Form 8-K File No. 001-36160 Date of Filing 6/10/2020 Exhibit Number 4.2 Filed Herewith 8-K 001-36160 8/20/2020 4.3 8-K 001-36160 3/5/2021 4.2 8-K 001-36160 8/16/2021 4.2 S-3 33-61383 7/28/1995 4.2 10-Q 001-12244 11/12/1999 10.2 10-Q 001-12244 8/9/2007 4.2 S-11 333-190002 8/23/2013 4.4 8-K 001-36160 10/17/2014 4.1 8-K 001-12244 2/3/1999 4.1 10-Q 001-12244 8/9/2007 4.3 4.19 10.1* 10.2* Description of Registered Securities 2022 Omnibus Incentive Plan Form of Director and Officer Indemnification Agreement 10-K 001-36160 001-36160 8-K 333-190002 S-11 2/7/2022 4/29/2022 8/23/2013 4.22 10.1 10.19 43 Exhibit Number 10.3* 10.4* 10.5* 10.6* 10.7* 10.8* 10.9* 10.10* 10.11* 10.12* 10.13* 10.14* 10.15* 10.16* 10.17 Exhibit Description Form of Director Restricted Stock Award Agreement Form of Brixmor Property Group Inc. Restricted Stock Unit Agreement (TRSUs, PRSUs, and OPRSUs) Employment Agreement, dated April 12, 2016, by and between Brixmor Property Group Inc. and James M. Taylor First Amendment to Employment Agreement, dated February 2, 2021, by and between Brixmor Property Group Inc. and James M. Taylor Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc. and Angela Aman First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Angela Aman Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc. and Angela Aman Employment Agreement, dated May 11, 2016, by and between Brixmor Property Group Inc. and Mark T. Horgan First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Mark T. Horgan Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc. and Mark T. Horgan Employment Agreement, dated December 5, 2014, by and between Brixmor Property Group Inc. and Brian T. Finnegan Employment Agreement, dated November 1, 2011, by and between Brixmor Property Group Inc. and Steven F. Siegel First Amendment to Employment Agreement, dated February 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel Second Amendment to Employment Agreement, dated April 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel Third Amended and Restated Revolving Credit Agreement, dated as of April 28, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto Incorporated by Reference Form — File No. — Date of Filing — Exhibit Number — Filed Herewith x — — — — x 10-Q 001-36160 7/25/2016 10.1 8-K 001-36160 2/4/2021 10.1 10-Q 001-36160 7/25/2016 10.2 8-K 001-36160 3/8/2019 10.1 8-K 001-36160 2/4/2022 10.1 10-K 001-36160 2/13/2017 10.22 8-K 001-36160 3/8/2019 10.2 8-K 001-36160 2/4/2022 10.2 10-K 001-36160 2/13/2017 10.23 S-11 333-190002 8/23/2013 10.23 10-Q 001-36160 4/29/2019 10.3 10-Q 001-36160 4/29/2019 10.4 10-Q 001-36160 5/2/2022 10.1 44 Exhibit Number 10.18 10.19 21.1 21.1 23.1 23.2 31.1 31.2 31.3 31.4 32.1 32.2 Exhibit Description Amended and Restated Term Loan Agreement, dated as of April 28, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto Amendment No. 1 to Amended and Restated Term Loan Agreement, dated as of July 7, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto Subsidiaries of the Brixmor Property Group Inc. Subsidiaries of the Brixmor Operating Partnership LP Consent of Deloitte & Touche LLP for Brixmor Property Group Inc. Consent of Deloitte & Touche LLP for Brixmor Operating Partnership LP Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 Incorporated by Reference Form 10-Q 001-36160 File No. Date of Filing 5/2/2022 Exhibit Number 10.2 Filed Herewith — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — x x x x x x x x x x x 45 Exhibit Number 99.1 Exhibit Description Property List Form — File No. — Date of Filing — Exhibit Number — Filed Herewith x Incorporated by Reference 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation 104 Linkbase Document Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) — — — — — — — — — — — — — — — — — — — — — — — — x x x x x x 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 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. SIGNATURES Date: February 13, 2023 Date: February 13, 2023 BRIXMOR PROPERTY GROUP INC. By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer) BRIXMOR OPERATING PARTNERSHIP LP By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: February 13, 2023 Date: February 13, 2023 Date: February 13, 2023 Date: February 13, 2023 Date: February 13, 2023 Date: February 13, 2023 Date: February 13, 2023 Date: February 13, 2023 Date: February 13, 2023 Date: February 13, 2023 Date: February 13, 2023 By: /s/ James M. Taylor James M. Taylor Chief Executive Officer and President (Principal Executive Officer, Director, Sole Director of Sole Member of General Partner of Operating Partnership) By: /s/ Angela Aman Angela Aman Chief Financial Officer (Principal Financial Officer) By: /s/ Steven Gallagher Steven Gallagher Chief Accounting Officer (Principal Accounting Officer) By: /s/ John G. Schreiber John G. Schreiber Chairman of the Board of Directors By: /s/ Michael Berman Michael Berman Director By: /s/ Sheryl M. Crosland Sheryl M. Crosland Director By: /s/ Thomas W. Dickson Thomas W. Dickson Director By: /s/ Daniel B. Hurwitz Daniel B. Hurwitz Director By: /s/ William D. Rahm William D. Rahm Director By: /s/ Juliann Bowerman Juliann Bowerman Director By: /s/ Sandra A. J. Lawrence Sandra A. J. Lawrence Director 47 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES Form 10-K Page 1 CONSOLIDATED STATEMENTS Reports of Independent Registered Public Accounting Firm ..................................................................... F-2 Brixmor Property Group Inc.: Consolidated Balance Sheets as of December 31, 2022 and 2021 ............................................................. F-8 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 ........... F-9 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 ...................................................................................................................................................... F-10 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2022, 2021 and 2020 ............................................................................................................................................................ F-11 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 .......... F-12 Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2022 and 2021 ............................................................. F-13 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 ........... F-14 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021 and 2020 ...................................................................................................................................................... F-15 Consolidated Statements of Changes in Capital for the Years Ended December 31, 2022, 2021 and 2020 ............................................................................................................................................................ F-16 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 .......... F-17 Notes to Consolidated Financial Statements ............................................................................................... F-18 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II – Valuation and Qualifying Accounts ..................................................................................... F-39 Schedule III – Real Estate and Accumulated Depreciation ........................................................................ F-40 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Brixmor Property Group Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brixmor Property Group Inc. and Subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements Critical Audit Matter Description Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, is less than the carrying value of the property. Various factors are considered in the estimation process, including the anticipated hold period, current and/or future reinvestment projects, and the effects of demand and competition on future operating income and/or property values. Changes in any estimates and/or assumptions, particularly the anticipated hold period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value. F-2 The Company utilizes estimates and assumptions when determining potential impairments based on the asset’s projected operating cash flows. We identified management’s estimate of anticipated hold period for the properties evaluated for impairment as a critical audit matter because of the significance of the estimate within management’s evaluation of the recoverability of real estate assets. Changes in the anticipated hold period could have a material impact on the projected operating cash flows and the amount of recorded impairment charge(s). This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assessment of expected remaining hold period. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates in determining the impairment of real estate asset values included the following, among others: • We tested the effectiveness of controls over management’s impairment analysis, including controls over the estimate of the anticipated hold period of real estate assets. • We evaluated the Company’s estimate of hold periods by: ◦ ◦ Performing a retrospective analysis to compare historical estimates for real estate assets that have subsequently been disposed. Obtaining and evaluating financial and operational evidence of the assumption of the anticipated hold period. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 13, 2023 We have served as the Company's auditor since 2015. F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Brixmor Property Group Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 13, 2023, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 13, 2023 F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners and the Board of Directors of Brixmor Operating Partnership LP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP and Subsidiaries (the "Operating Partnership") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2023, expressed an unqualified opinion on the Operating Partnership's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Operating Partnership's management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements Critical Audit Matter Description Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of the Operating Partnership’s real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability- weighted hold period, is less than the carrying value of the property. Various factors are considered in the estimation process, including the anticipated hold period, current and/or future reinvestment projects, and the effects of demand and competition on future operating income and/or property values. Changes in any estimates and/or assumptions, particularly the anticipated hold period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value. F-5 The Operating Partnership utilizes estimates and assumptions when determining potential impairments based on the asset’s projected operating cash flows. We identified management’s estimate of anticipated hold period for the properties evaluated for impairment as a critical audit matter because of the significance of the estimate within management’s evaluation of the recoverability of real estate assets. Changes in the anticipated hold period could have a material impact on the projected operating cash flows and the amount of recorded impairment charge(s). This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assessment of expected remaining hold period. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates in determining the impairment of real estate asset values included the following, among others: • We tested the effectiveness of controls over management’s impairment analysis, including controls over the estimate of the anticipated hold period of real estate assets. • We evaluated the Operating Partnership’s estimate of hold periods by: ◦ ◦ Performing a retrospective analysis to compare historical estimates for real estate assets that have subsequently been disposed. Obtaining and evaluating financial and operational evidence of the assumption of the anticipated hold period. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 13, 2023 We have served as the Operating Partnership’s auditor since 2015. F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners and the Board of Directors of Brixmor Operating Partnership LP Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Operating Partnership LP and Subsidiaries (the “Operating Partnership”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Operating Partnership and our report dated February 13, 2023, expressed an unqualified opinion on those financial statements. Basis for Opinion The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Philadelphia, Pennsylvania February 13, 2023 F-7 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) Assets Real estate Land Buildings and improvements Accumulated depreciation and amortization Real estate, net Cash and cash equivalents Restricted cash Marketable securities Receivables, net Deferred charges and prepaid expenses, net Real estate assets held for sale Other assets Total assets Liabilities Debt obligations, net Accounts payable, accrued expenses and other liabilities Total liabilities 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 Additional paid-in capital Accumulated other comprehensive income (loss) Distributions in excess of net income Total equity Total liabilities and equity December 31, 2022 December 31, 2021 $ 1,820,358 $ 1,773,448 9,077,993 10,898,351 8,654,966 10,428,414 (2,996,759) (2,813,329) 7,901,592 7,615,085 16,492 4,767 21,669 264,146 154,141 10,439 62,684 296,632 1,111 20,224 234,873 143,503 16,131 49,834 $ 8,435,930 $ 8,377,393 $ 5,035,501 $ 5,164,518 535,419 5,570,920 494,529 5,659,047 — — 2,999 2,972 3,299,496 3,231,732 8,851 (446,336) 2,865,010 (12,674) (503,684) 2,718,346 $ 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) Revenues Rental income Other revenues Total revenues Operating expenses Operating costs Real estate taxes Depreciation and amortization Impairment of real estate assets General and administrative Total operating expenses Other income (expense) Dividends and interest Interest expense Gain on sale of real estate assets Loss on extinguishment of debt, net Other Total other expense Net income Net income per common share: Basic Diluted Weighted average shares: Basic Diluted Year Ended December 31, 2022 2021 2020 $ 1,217,362 $ 1,146,304 $ 1,050,943 712 5,970 2,323 1,218,074 1,152,274 1,053,266 141,408 170,383 344,731 5,724 117,225 779,471 314 (192,427) 111,563 (221) (3,639) (84,410) 132,042 165,746 327,152 1,898 105,454 732,292 299 (194,776) 73,092 (28,345) (65) 111,678 168,943 335,583 19,551 98,280 734,035 482 (199,988) 34,499 (28,052) (4,999) (149,795) (198,058) $ $ $ 354,193 $ 270,187 $ 121,173 1.18 $ 1.17 $ 0.91 $ 0.90 $ 299,938 301,742 297,408 298,835 0.41 0.41 296,972 297,899 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) Net income Other comprehensive income (loss) Year Ended December 31, 2022 2021 2020 $ 354,193 $ 270,187 $ 121,173 Change in unrealized gain (loss) on interest rate swaps, net (Note 6) Change in unrealized gain (loss) on marketable securities Total other comprehensive income (loss) Comprehensive income 22,226 (701) 21,525 15,640 (256) 15,384 $ 375,718 $ 285,571 $ (18,571) 56 (18,515) 102,658 The accompanying notes are an integral part of these consolidated financial statements. F-10 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in thousands, except per share data) Common Stock Number Amount Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Distributions in Excess of Net Income Total Beginning balance, January 1, 2020 297,857 $ 2,979 $ 3,230,625 $ (9,543) $ (480,204) $ 2,743,857 Common stock dividends ($0.500 per common share) Equity compensation expense Other comprehensive loss Issuance of common stock Repurchases of common stock Share-based awards retained for taxes Net income — — — 287 (1,650) — — — — — 3 (17) — — — 11,895 — — (24,990) (3,540) — — — (18,515) — — — — Ending balance, December 31, 2020 296,494 2,965 3,213,990 (28,058) Common stock dividends ($0.885 per common share) Equity compensation expense Other comprehensive loss Issuance of common stock Share-based awards retained for taxes Net income — — — 716 — — — — — 7 — — — 18,597 — 4,657 (5,512) — — — 15,384 — — — Ending balance, December 31, 2021 297,210 2,972 3,231,732 (12,674) Common stock dividends ($0.980 per common share) Equity compensation expense Other comprehensive income Issuance of common stock Share-based awards retained for taxes Net income — — — 2,706 — — — — — 27 — — — 25,185 — 53,073 (10,494) — — — 21,525 — — — (149,165) — — — — — 121,173 (508,196) (265,675) — — — — 270,187 (503,684) (296,845) — — — — 354,193 (149,165) 11,895 (18,515) 3 (25,007) (3,540) 121,173 2,680,701 (265,675) 18,597 15,384 4,664 (5,512) 270,187 2,718,346 (296,845) 25,185 21,525 53,100 (10,494) 354,193 Ending balance, December 31, 2022 299,916 $ 2,999 $ 3,299,496 $ 8,851 $ (446,336) $ 2,865,010 The accompanying notes are an integral part of these consolidated financial statements. F-11 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Year Ended December 31, 2022 2021 2020 $ 354,193 $ 270,187 $ 121,173 Depreciation and amortization Accretion of debt premium and discount, net Deferred financing cost amortization Accretion of above- and below-market leases, net Tenant inducement amortization and other Impairment of real estate assets Gain on sale of real estate assets Equity compensation expense, net Loss on extinguishment of debt, net Changes in operating assets and liabilities: Receivables, net Deferred charges and prepaid expenses Other assets Accounts payable, accrued expenses and other liabilities Net cash provided by operating activities Investing activities: Improvements to and investments in real estate assets Acquisitions of real estate assets Proceeds from sales of real estate assets Purchase of marketable securities Proceeds from sale of marketable securities Net cash used in investing activities Financing activities: Repayment of secured debt obligations Repayment of borrowings under unsecured revolving credit facility Proceeds from borrowings under unsecured revolving credit facility Proceeds from unsecured notes Repayment of borrowings under unsecured term loans and notes Deferred financing and debt extinguishment costs Proceeds from issuances of common shares Distributions to common stockholders Repurchases of common shares Repurchases of common shares in conjunction with equity award plans Net cash provided by (used in) financing activities Net change in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period Cash, cash equivalents and restricted cash at end of period Reconciliation to consolidated balance sheets: Cash and cash equivalents Restricted cash Cash, cash equivalents and restricted cash at end of period Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $3,081, $4,009 and $4,231 State and local taxes paid $ $ $ $ 344,731 (2,863) 7,012 (12,156) 3,965 5,724 (111,563) 23,407 221 (31,951) (38,445) (551) 24,658 566,382 (330,356) (409,688) 279,815 (25,294) 23,070 (462,453) — (675,000) 800,000 — (250,000) (8,387) 53,100 (289,632) — (10,494) (380,413) (276,484) 297,743 327,152 (2,862) 7,496 (12,603) 4,944 1,898 (73,092) 17,090 28,345 2,189 (30,377) (448) 12,320 552,239 (308,575) (258,807) 237,404 (17,475) 16,448 (331,005) — — — 847,735 (850,000) (33,718) 5,146 (257,229) — (5,512) (293,578) (72,344) 370,087 21,259 $ 297,743 $ 335,583 (1,068) 7,527 (16,495) 3,579 19,551 (34,499) 10,951 28,052 (9,795) (22,560) (475) 1,577 443,101 (284,756) (3,425) 122,387 (22,565) 21,110 (167,249) (7,000) (653,000) 646,000 820,396 (500,000) (34,740) — (170,397) (25,007) (3,540) 72,712 348,564 21,523 370,087 16,492 $ 296,632 $ 368,675 4,767 1,111 1,412 21,259 $ 297,743 $ 370,087 187,293 $ 191,048 $ 183,187 1,951 1,652 3,577 The accompanying notes are an integral part of these consolidated financial statements. F-12 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except unit information) Assets Real estate Land Buildings and improvements Accumulated depreciation and amortization Real estate, net Cash and cash equivalents Restricted cash Marketable securities Receivables, net Deferred charges and prepaid expenses, net Real estate assets held for sale Other assets Total assets Liabilities Debt obligations, net Accounts payable, accrued expenses and other liabilities Total liabilities 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 Accumulated other comprehensive loss Total capital Total liabilities and capital December 31, 2022 December 31, 2021 $ 1,820,358 $ 1,773,448 9,077,993 10,898,351 8,654,966 10,428,414 (2,996,759) (2,813,329) 7,901,592 7,615,085 15,565 4,767 21,669 264,146 154,141 10,439 62,684 281,474 1,111 20,224 234,873 143,503 16,131 49,834 $ 8,435,003 $ 8,362,235 $ 5,035,501 $ 5,164,518 535,419 5,570,920 494,529 5,659,047 — — 2,855,232 8,851 2,864,083 2,715,863 (12,675) 2,703,188 $ 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) Revenues Rental income Other revenues Total revenues Operating expenses Operating costs Real estate taxes Depreciation and amortization Impairment of real estate assets General and administrative Total operating expenses Other income (expense) Dividends and interest Interest expense Gain on sale of real estate assets Loss on extinguishment of debt, net Other Total other expense Net income Net income per common unit: Basic Diluted Weighted average units: Basic Diluted Year Ended December 31, 2022 2021 2020 $ 1,217,362 $ 1,146,304 $ 1,050,943 712 5,970 2,323 1,218,074 1,152,274 1,053,266 141,408 170,383 344,731 5,724 117,225 779,471 314 (192,427) 111,563 (221) (3,639) (84,410) 132,042 165,746 327,152 1,898 105,454 732,292 299 (194,776) 73,092 (28,345) (65) 111,678 168,943 335,583 19,551 98,280 734,035 482 (199,988) 34,499 (28,052) (4,999) (149,795) (198,058) $ $ $ 354,193 $ 270,187 $ 121,173 1.18 $ 1.17 $ 0.91 $ 0.90 $ 299,938 301,742 297,408 298,835 0.41 0.41 296,972 297,899 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) Net income Other comprehensive income (loss) Year Ended December 31, 2022 2021 2020 $ 354,193 $ 270,187 $ 121,173 Change in unrealized gain (loss) on interest rate swaps, net (Note 6) Change in unrealized gain (loss) on marketable securities Total other comprehensive income (loss) Comprehensive income 22,226 (701) 21,525 15,640 (256) 15,384 $ 375,718 $ 285,571 $ (18,571) 56 (18,515) 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) Beginning balance, January 1, 2020 $ 2,753,385 $ (9,544) $ 2,743,841 Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total Distributions to partners Equity compensation expense Other comprehensive loss Issuance of OP Units Repurchases of OP Units Share-based awards retained for taxes Net income attributable to Brixmor Operating Partnership LP Ending balance, December 31, 2020 Distributions to partners Equity compensation expense Other comprehensive loss Issuance of OP Units Share-based awards retained for taxes Net income attributable to Brixmor Operating Partnership LP Ending balance, December 31, 2021 Distributions to partners Equity compensation expense Other comprehensive income Issuance of OP Units Share-based awards retained for taxes Net income attributable to Brixmor Operating Partnership LP (159,163) 11,895 — 3 (25,007) (3,540) 121,173 2,698,746 (270,819) 18,597 — 4,664 (5,512) 270,187 2,715,863 (282,615) 25,185 — 53,100 (10,494) 354,193 — — (18,515) — — — — (28,059) — — 15,384 — — — (12,675) — — 21,526 — — — (159,163) 11,895 (18,515) 3 (25,007) (3,540) 121,173 2,670,687 (270,819) 18,597 15,384 4,664 (5,512) 270,187 2,703,188 (282,615) 25,185 21,526 53,100 (10,494) 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) Operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Year Ended December 31, 2022 2021 2020 $ 354,193 $ 270,187 $ 121,173 Depreciation and amortization Accretion of debt premium and discount, net Deferred financing cost amortization Accretion of above- and below-market leases, net Tenant inducement amortization and other Impairment of real estate assets Gain on sale of real estate assets Equity compensation expense, net Loss on extinguishment of debt, net Changes in operating assets and liabilities: Receivables, net Deferred charges and prepaid expenses Other assets Accounts payable, accrued expenses and other liabilities Net cash provided by operating activities Investing activities: Improvements to and investments in real estate assets Acquisitions of real estate assets Proceeds from sales of real estate assets Purchase of marketable securities Proceeds from sale of marketable securities Net cash used in investing activities Financing activities: Repayment of secured debt obligations Repayment of borrowings under unsecured revolving credit facility Proceeds from borrowings under unsecured revolving credit facility Proceeds from unsecured notes Repayment of borrowings under unsecured term loans and notes Deferred financing and debt extinguishment costs Proceeds from issuances of OP Units Partner distributions and repurchases of OP Units Net cash provided by (used in) financing activities Net change in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of period Cash, cash equivalents and restricted cash at end of period Reconciliation to consolidated balance sheets: Cash and cash equivalents Restricted cash Cash, cash equivalents and restricted cash at end of period Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $3,081, $4,009 and $4,231 State and local taxes paid 344,731 (2,863) 7,012 (12,156) 3,965 5,724 (111,563) 23,407 221 (31,951) (38,445) (551) 24,658 566,382 (330,356) (409,688) 279,815 (25,294) 23,070 (462,453) — (675,000) 800,000 — (250,000) (8,387) 53,100 (285,895) (366,182) (262,253) 282,585 327,152 (2,862) 7,496 (12,603) 4,944 1,898 (73,092) 17,090 28,345 2,189 (30,377) (448) 12,320 552,239 (308,575) (258,807) 237,404 (17,475) 16,448 (331,005) — — — 847,735 (850,000) (33,718) 5,146 (267,885) (298,722) (77,488) 360,073 20,332 $ 282,585 $ 335,583 (1,068) 7,527 (16,495) 3,579 19,551 (34,499) 10,951 28,052 (9,795) (22,560) (475) 1,577 443,101 (284,756) (3,425) 122,387 (22,565) 21,110 (167,249) (7,000) (653,000) 646,000 820,396 (500,000) (34,740) — (208,942) 62,714 338,566 21,507 360,073 15,565 $ 281,474 $ 358,661 4,767 1,111 1,412 20,332 $ 282,585 $ 360,073 187,293 $ 1,951 191,048 $ 1,652 183,187 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 Furniture, fixtures, and equipment Tenant improvements 20 – 40 years 5 – 10 years The shorter of the term of the related lease or useful life Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed to Operating costs as incurred. In situations in which a tenant’s non-cancelable lease term has been modified, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease (i.e., tenant improvements, above- and below-market lease intangibles, in-place lease value, and leasing commissions). Based upon consideration of the facts and circumstances surrounding the modification, the Company may accelerate the depreciation and amortization associated with the asset group. Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, is less than the carrying value of the property. Various factors are considered in the estimation process, including the anticipated hold period, current and/or future reinvestment projects, and the effects of demand and competition on future operating income and/or property values. Changes in any estimates and/or assumptions, particularly the anticipated hold period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value of the asset When management identifies a real estate asset as held for sale, the Company discontinues depreciating the asset and estimates its sales price, net of estimated selling costs. If the estimated net sales price of an asset is less than its net carrying value, an impairment charge is recognized to reflect the estimated fair value of the asset. Properties classified as real estate held for sale represent properties that are under contract for sale and where the applicable pre-sale due diligence period has expired prior to the end of the reporting period. Real Estate Under Development and Redevelopment Certain costs are capitalized related to the development and redevelopment of real estate including pre-construction costs, construction costs, real estate taxes, insurance, utilities, and compensation and other related costs of personnel directly involved. Additionally, the Company capitalizes interest expense related to development and redevelopment activities. Capitalization of these costs begins when the activities and related expenditures commence and ceases when the project is substantially complete and ready for its intended use, at which time the project is placed in service and depreciation commences. Additionally, the Company makes estimates as to the probability of certain development and redevelopment projects being completed. If the Company determines the development or redevelopment is no longer probable of completion, the Company expenses all capitalized costs that are not recoverable. Deferred Leasing and Financing Costs Direct costs incurred in executing tenant leases and long-term financings are capitalized and amortized using the straight-line method over the term of the related lease or debt agreement, which approximates the effective interest method. For tenant leases, capitalized costs incurred include tenant improvements, tenant allowances, leasing commissions, and leasing legal fees. For long-term financings, capitalized costs incurred include bank and legal fees. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, on the Company’s Consolidated Statements of Operations and in Operating activities on the Company’s Consolidated Statements of Cash Flows. F-20 Marketable Securities The Company classifies its marketable securities, which are comprised of debt securities, as available-for-sale. These securities are carried at fair value, which is based primarily on publicly traded market values in active markets, and is classified accordingly on the fair value hierarchy. Any unrealized loss on the Company’s financial instruments must be assessed to determine the portion, if any, that is attributable to credit loss and the portion that is due to other factors, such as changes in market interest rates. “Credit loss” refers to any portion of the carrying amount that the Company does not expect to collect over a financial instrument’s contractual life. The Company considers current market conditions and reasonable forecasts of future market conditions to estimate expected credit losses over the life of the financial instrument. Any portion of unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income. The portion of unrealized losses due to other factors is recognized through other comprehensive income (loss) and reported in accumulated other comprehensive loss. Derivative Financial Instruments and Hedging Derivatives are measured at fair value and are recognized in the Company’s Consolidated Balance Sheets as assets or liabilities, depending on the Company’s rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of a derivative varies based on the intended use of the derivative, whether the Company has elected to designate the derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the necessary hedge accounting criteria. Derivatives designated as a hedge of the exposure to variability in expected future cash flows are considered cash flow hedges. In a cash flow hedge, hedge accounting generally provides for the matching of the timing of recognition of gain or loss on the hedging instrument with the recognition of the earnings effect of the hedged transaction. Revenue Recognition and Receivables The Company enters into agreements with tenants that convey the right to control the use of identified space at its shopping centers in exchange for rental revenue. These agreements meet the criteria for recognition as leases under Accounting Standards Codification (“ASC”) 842, Leases. Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference between rental revenue recognized on the Company’s Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables, net on the accompanying Consolidated Balance Sheets. The Company commences recognizing rental revenue based on the date it makes the underlying asset available for use by the tenant. Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties, by the lessee and are recognized in the period the applicable expenditures are incurred and/or contractually required to be reimbursed. The Company accounts for rental revenue (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842. The Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance, real estate taxes, and certain capital expenditures related to the maintenance of our properties, within this lease component. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. Certain leases also provide for percentage rents based upon the sales of a lessee. Percentage rents are recognized upon the achievement of certain predetermined sales thresholds and are included in Rental income on the Company’s Consolidated Statements of Operations. Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided that various criteria relating to the terms of the sale and subsequent involvement by the Company with the applicable property are met. The Company periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements, and those attributable to other revenue generating activities. The Company analyzes individual tenant receivables and considers tenant credit-worthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on the Company’s Consolidated Statements of Operations. F-21 Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. These agreements meet the criteria for recognition as leases under ASC 842. For these agreements the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non- cancelable lease term. As the discount rates implicit in the leases are not readily determinable, the Company uses its incremental secured borrowing rate, based on information available at the commencement date of each lease, to determine the present value of the associated lease payments. The lease terms utilized by the Company may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. The Company evaluates many factors, including current and future lease cash flows, when determining if an option to extend or terminate should be included in the non-cancelable period. Lease expense for minimum lease payments is recognized on a straight-line basis over the non-cancelable lease term. The Company applies the short-term lease exemption within ASC 842 and has not recorded ROU assets or lease liabilities for leases with original terms of less than 12 months. Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties, by the Company. For leases where it is the lessee, the Company accounts for lease payments (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842. The Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance, real estate taxes, and certain capital expenditures related to the maintenance of our properties, within this lease component. These amounts are included in Operating expenses on the Company’s Consolidated Statements of Operations. Stock Based Compensation The Company accounts for equity awards in accordance with ASC 718, Compensation - Stock Compensation, which requires that all share-based payments to employees and non-employee directors be recognized in the Consolidated Statements of Operations over the service period based on their fair value. Fair value is determined based on the type of award, using either the grant date market price of the Company’s common stock or the results of a Monte Carlo simulation model. Equity compensation expense is included in General and administrative expenses on the Company’s Consolidated Statements of Operations. Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Parent Company must meet several organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. Management intends to continue to satisfy these requirements and maintain the Parent Company’s REIT status. As a REIT, the Parent Company generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. The Parent Company conducts substantially all of its operations through the Operating Partnership, which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the Consolidated Financial Statements of the Company. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, the Parent Company is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable. The Parent Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and the Parent Company may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal, state, and local income taxes at regular corporate rates. Income taxes related to the Parent Company’s TRSs do not materially impact the Consolidated Financial Statements of the Company. F-22 The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s Consolidated Financial Statements as of December 31, 2022 and 2021. Open tax years generally range from 2019 through 2021 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s Consolidated Statements of Operations. New Accounting Pronouncements Any recently issued accounting standards or pronouncements have been excluded as they either are not relevant to the Company or they are not expected to have a material impact on the Consolidated Financial Statements of the Company. 2. Acquisition of Real Estate During the year ended December 31, 2022, the Company acquired the following assets, in separate transactions: Description(1) Brea Gateway Land at Cobblestone Village Arboretum Village Ravinia Plaza Elmhurst Crossing North Riverside Plaza West U Marketplace Waterford Commons - Ruby Tuesday Lake Pointe Village Location Brea, CA St. Augustine, FL Dallas, TX Orland Park, IL Elmhurst, IL Berwyn, IL Houston, TX Waterford, CT Sugarland, TX Adjustments related to previously acquired assets Various Month Acquired GLA Aggregate Purchase Price(2) Jan-22 Jan-22 Jan-22 Feb-22 Apr-22 Apr-22 Apr-22 May-22 Jun-22 Various 181,819 $ 83,991 N/A 95,354 101,800 347,503 383,884 60,136 6,781 162,263 N/A 1,661 46,330 26,160 75,096 60,114 33,741 1,574 80,971 50 1,339,540 $ 409,688 (1) (2) No debt was assumed related to any of the listed acquisitions. 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) Land at Ellisville Square (3) Outparcel adjacent to Cobblestone Village Land associated with Westgate Plaza Center of Bonita Springs Champlin Marketplace Pawleys Island Plaza Granada Shoppes Kings Market Connexion Location Ellisville, MO St. Augustine, FL Westfield, MA Bonita Springs, FL Champlin, MN Pawleys Island, SC Naples, FL Roswell, GA Roswell, GA Month Acquired GLA Aggregate Purchase Price(2) Jan-21 Feb-21 Mar-21 Apr-21 Jun-21 Oct-21 Dec-21 Dec-21 Dec-21 N/A $ 5,040 N/A 281,394 91,970 120,095 306,981 281,064 107,687 2,014 1,520 245 48,061 14,876 26,418 96,851 39,307 29,515 1,194,231 $ 258,807 (1) (2) (3) No debt was assumed related to any of the listed acquisitions. Aggregate purchase price includes $1.5 million of transaction costs, offset by $2.1 million of closing credits. 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: Assets Land Buildings Building and tenant improvements Above-market leases(1) In-place leases(2) Total assets Liabilities Below-market leases(3) Other liabilities Total liabilities Net assets acquired Year Ended December 31, 2022 2021 $ 84,361 $ 294,241 33,352 701 29,607 442,262 $ $ 30,748 1,826 32,574 409,688 $ 66,378 160,743 25,577 629 17,262 270,589 11,782 — 11,782 258,807 (1) (2) (3) 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. 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. 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: December 31, 2022 December 31, 2021 Assets Land Buildings and improvements Accumulated depreciation and amortization Real estate, net Other assets $ 1,988 $ 13,864 (5,625) 10,227 212 Assets associated with real estate assets held for sale $ 10,439 $ 4,339 19,181 (7,899) 15,621 510 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: Land Buildings and improvements: Buildings and tenant improvements Lease intangibles(1) Accumulated depreciation and amortization(2) December 31, 2022 December 31, 2021 $ 1,820,358 $ 1,773,448 8,535,279 542,714 10,898,351 (2,996,759) 8,110,742 544,224 10,428,414 (2,813,329) 7,615,085 Total $ 7,901,592 $ (1) (2) 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. 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, 2023 2024 2025 2026 2027 Below-market lease accretion (income), net of above-market lease amortization expense $ (10,550) $ (9,880) (8,452) (7,359) (6,265) In-place lease amortization expense 15,493 12,042 8,837 6,340 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: Property Name(1) Location GLA Impairment Charge Year Ended December 31, 2022 Torrington Plaza (2) Park Hills Plaza - Excluding Outparcels (2) New Garden Center (2) Torrington, CT Altoona, PA Kennett Square, PA 125,496 $ 238,829 147,370 511,695 $ 3,509 1,127 1,088 5,724 (1) (2) 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. 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: Property Name(1) Location GLA Impairment Charge Year Ended December 31, 2021 Albany Plaza(2) Erie Canal Centre(2) Albany, GA DeWitt, NY 114,169 $ 123,404 237,573 $ 1,467 431 1,898 (1) (2) 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. 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: Property Name(1) Location GLA Impairment Charge Year Ended December 31, 2020 Northmall Centre Spring Mall 30th Street Plaza(2) Fry Road Crossing(2) Chamberlain Plaza(2) The Pines Shopping Center(3) Parcel at Lakes Crossing(2) Tucson, AZ Greenfield, WI Canton, OH Katy, TX Meriden, CT Pineville, LA Muskegon, MI 165,350 $ 45,920 145,935 240,940 54,302 179,039 4,990 5,721 4,584 4,449 2,006 1,538 1,239 14 836,476 $ 19,551 (1) (2) (3) 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. The Company disposed of this property during the year ended December 31, 2020. The Company disposed of this property during the year ended December 31, 2021. The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods. See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair value of operating properties that have been impaired. 6. Financial Instruments – Derivatives and Hedging The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes. In certain situations, the Company may enter into derivative financial instruments such as interest rate swap agreements and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Cash Flow Hedges of Interest Rate Risk Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the F-26 underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt. During the years ended December 31, 2022 and 2021, the Company did 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 Instruments Notional Amount December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Interest Rate Swaps 4 4 $ 300,000 $ 300,000 The Company has elected to present its interest rate derivatives on its Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities. Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of December 31, 2022 and 2020 is as follows: Fair Value of Derivative Instruments Interest rate swaps classified as: December 31, 2022 December 31, 2021 Gross derivative assets Gross derivative liabilities Net derivative assets (liabilities) $ $ 9,640 $ — 9,640 $ — (12,585) (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) Change in unrealized gain (loss) on interest rate swaps Amortization (accretion) of interest rate swaps to interest expense Change in unrealized gain (loss) on interest rate swaps, net Year Ended December 31, 2022 2021 2020 $ $ 19,602 $ 5,144 $ (26,998) 2,624 10,496 8,427 22,226 $ 15,640 $ (18,571) The Company estimates that $6.8 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the years ended December 31, 2022, 2021, and 2020. F-27 Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk The Company does not use derivatives for trading or speculative purposes. As of December 31, 2022 and 2021, the Company did not have any non-designated hedges. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest. 7. Debt Obligations As of December 31, 2022 and 2021, the Company had the following indebtedness outstanding: Notes payable Unsecured notes(2) Net unamortized premium Net unamortized debt issuance costs Total notes payable, net Unsecured Credit Facility Revolving Facility Term Loan Facility(3) Net unamortized debt issuance costs Total Unsecured Credit Facility and term loans Total debt obligations, net Carrying Value as of December 31, 2022 December 31, 2021 Stated Interest Rate(1) Scheduled Maturity Date $ 4,618,453 $ 4,868,453 2.25% – 7.97% 2024 – 2031 23,787 (22,325) 26,651 (26,913) $ 4,619,915 $ 4,868,191 $ 125,000 $ 300,000 (9,414) — 300,000 (3,673) $ $ 415,586 $ 296,327 5,035,501 $ 5,164,518 5.44% 5.41% 2026 2027 (1) (2) (3) Stated interest rates as of December 31, 2022 do not include the impact of the Company’s interest rate swap agreements (described below). The weighted average stated interest rate on the Company’s unsecured notes was 3.69% as of December 31, 2022. Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on the $300 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59% (plus a spread of 119 basis points) through July 26, 2024. 2022 Debt Transactions In April 2022, the Operating Partnership amended and restated its unsecured credit facility (the "Unsecured Credit Facility"). The amendment provided for (i) revolving loan commitments of $1.25 billion (the "Revolving Facility") scheduled to mature on June 30, 2026 (extending the applicable scheduled maturity date from February 28, 2023); and (ii) a continuation of the existing $300.0 million term loan scheduled to mature on July 26, 2027 (extending the applicable scheduled maturity date from July 26, 2024) and a new $200.0 million delayed draw term loan, scheduled to mature on July 26, 2027 (together, the "Term Loan Facility"). The Revolving Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments. In addition, the floating reference rate under the Unsecured Credit Facility has been amended from LIBOR to SOFR. During the year ended December 31, 2022, the Operating Partnership repaid $250.0 million principal amount of its Floating Rate Senior Notes due 2022 (the "2022 Notes"), representing all of the outstanding 2022 Notes, with available cash on hand. In addition, during the year ended December 31, 2022, the Operating Partnership borrowed $125.0 million, net of repayments, under its $1.25 billion Revolving Facility, the proceeds of which were used for general corporate purposes, including $129.9 million of acquisitions, net of dispositions. Pursuant to the terms of the Company’s unsecured debt agreements, the Company, among other things, is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of December 31, 2022. F-28 Debt Maturities As of December 31, 2022 and 2021, the Company had accrued interest of $47.3 million and $46.3 million outstanding, respectively. As of December 31, 2022, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2023 2024 2025 2026 2027 Thereafter Total debt maturities Net unamortized premium Net unamortized debt issuance costs $ — 500,000 700,000 732,542 700,000 2,410,911 5,043,453 23,787 (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: Notes payable Unsecured Credit Facility December 31, 2022 December 31, 2021 Carrying Amounts Fair Value Carrying Amounts Fair Value $ 4,619,915 $ 4,148,681 $ 4,868,191 $ 5,166,291 415,586 425,056 296,327 300,629 Total debt obligations, net $ 5,035,501 $ 4,573,737 $ 5,164,518 $ 5,466,920 As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy). In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition. Recurring Fair Value The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Levels 1 and 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company’s interest rate derivatives. F-29 The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis: Fair Value Measurements as of December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance 21,669 $ 9,640 $ 1,088 $ — $ 20,581 $ 9,640 $ — $ — $ — $ — — — Fair Value Measurements as of December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance 20,224 $ 6,304 $ 13,920 $ (12,585) $ — $ (12,585) $ — — Assets: Marketable securities(1) Interest rate derivatives Liabilities: Interest rate derivatives Assets: Marketable securities(1) Liabilities: Interest rate derivatives $ $ $ $ $ (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 2024 2025 2026 2027 Thereafter $ 891,522 801,802 688,715 586,755 461,364 1,472,972 The Company recognized $9.0 million, $6.0 million, and $4.2 million of rental income based on percentage rents for the years ended December 31, 2022, 2021, and 2020, respectively. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. As of December 31, 2022 and 2021, receivables associated with the effects of recognizing rental income on a straight-line basis were $159.8 million and $139.5 million, respectively. F-31 10. Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company recognizes an operating lease ROU asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term. As of December 31, 2022 the Company is not including any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain. Certain agreements require the Company to pay a portion of property operating expenses, such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases: Supplemental Statements of Operations Information 2022 2021 2020 Year Ended December 31, Operating lease costs Short-term lease costs Variable lease costs Total lease costs Supplemental Statements of Cash Flows Information Operating cash outflows from operating leases ROU assets obtained in exchange for operating lease liabilities ROU assets reduction due to dispositions, held for sale, and lease modifications Operating Lease Liabilities Future minimum operating lease payments: 2023 2024 2025 2026 2027 Thereafter Total future minimum operating lease payments Less: imputed interest Operating lease liabilities Supplemental Balance Sheets Information Operating lease liabilities(1)(2) ROU assets(1)(3) $ $ $ $ $ $ 5,937 $ 5,920 $ — 207 1 329 6,144 $ 6,250 $ Year Ended December 31, 2022 2021 2020 6,145 $ 6,147 $ 10,708 (171) — (229) 7,058 39 519 7,616 7,066 1,174 (1,748) As of December 31, 2022 6,056 5,962 5,661 4,936 2,689 32,956 58,260 (18,337) 39,923 As of December 31, 2022 2021 39,923 $ 35,754 33,713 29,325 (1) (2) (3) 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. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. These amounts are included in Other assets on the Company’s Consolidated Balance Sheets. As of December 31, 2022, there were no material leases that have been executed but not yet commenced. F-32 11. Equity and Capital ATM Program In November 2022, the Company issued a new at-the-market equity offering program (the “ATM Program”) through which the Company may sell from time to time up to an aggregate of $400.0 million of its common stock through sales agents. The ATM Program also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. The ATM Program is scheduled to expire on November 1, 2025, unless earlier terminated or extended by the Company's board of directors, sales agents, forward sellers, and forward purchasers. The ATM Program replaced the Company's prior at-the-market equity offering program (the "Prior ATM Program"), which was scheduled to expire on January 9, 2023. During the year ended December 31, 2022, the Company issued 2.1 million shares of common stock under the Prior ATM Program at an average price per share of $25.40 for total gross proceeds of $53.9 million, excluding commissions. The Company incurred commissions of $0.7 million in conjunction with the Prior ATM Program for the year ended December 31, 2022. During the year ended December 31, 2021, the Company issued 0.2 million shares of common stock under the Prior ATM Program at an average price per share of $25.06 for total gross proceeds of $5.2 million, excluding commissions. The Company incurred commissions of $0.1 million in conjunction with the Prior ATM Program for the year ended December 31, 2021. During the year ended December 31, 2020, the Company did not issue any shares of common stock under the Prior ATM Program. As of December 31, 2022, $400.0 million of common stock remained available for issuance under the ATM Program. Share Repurchase Program In November 2022, the Company established a new share repurchase program (the “Repurchase Program”) for up to $400.0 million of its common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by the Company's board of directors. The Repurchase Program replaced the Company’s prior share repurchase program (the “Prior Repurchase Program”), which was scheduled to expire on January 9, 2023. During the years ended December 31, 2022 and December 31, 2021, the Company did not repurchase any shares of common stock. During the year ended December 31, 2020, the Company repurchased 1.7 million shares of common stock under the Prior Repurchase Program at an average price per share of $15.14 for a total of $25.0 million, excluding commissions. The Company incurred commissions of less than $0.1 million in conjunction with the Prior Repurchase Program for the year ended December 31, 2020. As of December 31, 2022, the Repurchase Program had $400.0 million of available repurchase capacity. Common Stock In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations. During the years ended December 31, 2022 and 2021, the Company withheld 0.4 million and 0.3 million shares of its common stock, respectively. Dividends and Distributions Because Brixmor Property Group Inc. is a holding company and has no material assets other than its ownership of BPG Sub, through which it owns the Operating Partnership, and no material operations other than those conducted by the Operating Partnership, distributions are funded as follows: • • • first, the Operating Partnership makes distributions to its partners that are holders of OP Units, including BPG Sub; second, BPG Sub distributes to Brixmor Property Group Inc. its share of such distributions; and third, Brixmor Property Group Inc. distributes the amount authorized by the Company's board of directors and declared by Brixmor Property Group Inc. to its common stockholders on a pro rata basis. During the years ended December 31, 2022, 2021, and 2020, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.980 per share/unit, $0.885 per share/unit, and $0.500 per share/unit, respectively. In response to COVID-19, the Company's board of directors suspended the dividend in the second and third quarters of 2020. In the fourth quarter of 2020, the Company's board of directors resumed the dividend at a rate of $0.215 per common share. As of December 31, 2022 and 2021, the Company had declared but unpaid common stock dividends and OP Unit distributions of $81.6 million and $74.4 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. F-33 12. Stock Based Compensation In February 2022, the Company's board of directors approved the 2022 Omnibus Incentive Plan (the “Plan”) and in April 2022, the Company's stockholders approved the Plan. The Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock, RSUs, OP Units, performance awards, and other stock-based awards. Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the Company's board of directors approved in 2013. During the years ended December 31, 2022, 2021, and 2020, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions. Certain tranches are also subject to performance-based criteria that are not market-based or performance-based criteria that are market-based, and contain a threshold, target, above target, and maximum number of units that can be earned. The number of units actually earned for each tranche is determined based on performance over a specified performance period. Tranches that only have a service-based component can only earn a target number of units. The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.7 million, 1.0 million, and 0.7 million for the years ended December 31, 2022, 2021, and 2020, respectively, with vesting periods ranging from one to five years. For grants of service-based RSUs and performance-based RSUs that are not market-based, fair value is based on the Company’s grant date stock price. For grants of performance-based RSUs that are market- based, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions: Assumption 2022 2021 2020 Volatility 27.0% - 51.0% 50.0% - 64.0% 20.0% - 23.0% Weighted average risk-free interest rate 1.08% - 1.39% 0.11% - 0.18% 1.20% - 1.30% Weighted average common stock dividend yield 3.8% - 4.6% 4.1% - 5.8% 5.9% - 6.0% Year Ended December 31, Information with respect to RSUs for the years ended December 31, 2022, 2021, and 2020 are as follows (in thousands): Restricted Shares Aggregate Intrinsic Value Outstanding, December 31, 2019 1,766 $ Vested Granted Forfeited Outstanding, December 31, 2020 Vested Granted Forfeited Outstanding, December 31, 2021 Vested Granted Forfeited (462) 753 (83) 1,974 (834) 1,225 (57) 2,308 (994) 981 (28) Outstanding, December 31, 2022 2,267 $ 35,502 (8,139) 13,760 (1,495) 39,628 (14,396) 22,406 (1,091) 46,547 (18,955) 25,476 (597) 52,471 During the years ended December 31, 2022, 2021, and 2020, the Company recognized $25.2 million, $18.6 million, and $11.9 million of equity compensation expense, respectively, of which $1.8 million, $1.5 million, and $0.9 million was capitalized, respectively. These amounts are included in General and administrative expense on the Company’s Consolidated Statements of Operations. As of December 31, 2022, the Company had $22.7 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.1 years. F-34 13. Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such stockholders have rights to receive non-forfeitable dividends. Fully- diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the years ended December 31, 2022, 2021, and 2020 (dollars in thousands, except per share data): Computation of Basic Earnings Per Share: Net income Non-forfeitable dividends on unvested restricted shares Year Ended December 31, 2022 2021 2020 $ 354,193 $ 270,187 $ 121,173 (1,002) (748) (410) Net income attributable to the Company’s common stockholders for basic earnings per share $ 353,191 $ 269,439 $ 120,763 Weighted average shares outstanding – basic 299,938 297,408 296,972 Basic earnings per share attributable to the Company’s common stockholders: Net income per share $ 1.18 $ 0.91 $ 0.41 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for diluted earnings per share $ 353,191 $ 269,439 $ 120,763 Weighted average shares outstanding – basic 299,938 297,408 296,972 Effect of dilutive securities: Equity awards Weighted average shares outstanding – diluted 1,804 1,427 927 301,742 298,835 297,899 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): Computation of Basic Earnings Per Unit: Net income Non-forfeitable dividends on unvested restricted units Year Ended December 31, 2022 2021 2020 $ 354,193 $ 270,187 $ 121,173 (1,002) (748) (410) Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 353,191 $ 269,439 $ 120,763 Weighted average common units outstanding – basic 299,938 297,408 296,972 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit $ 1.18 $ 0.91 $ 0.41 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 353,191 $ 269,439 $ 120,763 Weighted average common units outstanding – basic 299,938 297,408 296,972 Effect of dilutive securities: Equity awards Weighted average common units outstanding – diluted 1,804 1,427 927 301,742 298,835 297,899 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: Balance at the beginning of the year $ 10,095 $ 10,960 Year End December 31, 2022 2021 Incurred related to: Current year Prior years Total incurred Paid related to: Current year Prior years Total paid 3,002 (86) 2,916 (98) (2,224) (2,322) 2,808 (955) 1,853 4 (2,722) (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) Description(1) Initial Cost to Company(2) Land Building & Improvements Costs Capitalized Subsequent to Acquisition(3) Gross Amount at Which Carried at the Close of the Period Land Building & Improvements(4) Total Accumulated Depreciation Year Built(5) Date Acquired Springdale Northmall Centre Bakersfield Plaza Brea Gateway Carmen Plaza Plaza Rio Vista Cudahy Plaza The Davis Collection Felicita Plaza Felicita Town Center Arbor - Broadway Faire Lompoc Center Briggsmore Plaza Montebello Plaza California Oaks Center Pacoima Center Metro 580 Rose Pavilion Mobile, AL Tucson, AZ Bakersfield, CA Brea, CA Camarillo, CA Cathedral, CA Cudahy, CA Davis, CA Escondido, CA Escondido, CA Fresno, CA Lompoc, CA Modesto, CA Montebello, CA Murrieta, CA Pacoima, CA Pleasanton, CA Pleasanton, CA Puente Hills Town Center Rowland Heights, CA Ocean View Plaza Plaza By The Sea Village at Mira Mesa (6) San Dimas Plaza Bristol Plaza Gateway Plaza Santa Paula Center Vail Ranch Center (6) Country Hills Shopping Center Upland Town Square Gateway Plaza - Vallejo(6) Arvada Plaza Arapahoe Crossings Aurora Plaza Villa Monaco Centennial Shopping Center Superior Marketplace Westminster City Center(6) The Shoppes at Fox Run Groton Square Parkway Plaza The Manchester Collection Turnpike Plaza North Haven Crossing Christmas Tree Plaza Stratford Square Waterbury Plaza Waterford Commons Center of Bonita Springs Coastal Way - Coastal Landing Clearwater Mall Coconut Creek Plaza Century Plaza Shopping Center Northgate Shopping Center Sun Plaza Normandy Square Regency Park Shopping Center Ventura Downs Marketplace at Wycliffe Venetian Isle Shopping Ctr Marco Town Center (6) Mall at 163rd Street Shops at Palm Lakes(6) San Clemente, CA San Clemente, CA San Diego, CA San Dimas, CA Santa Ana, CA Santa Fe Springs, CA Santa Paula, CA Temecula, CA Torrance, CA Upland, CA Vallejo, CA Arvada, CO Aurora, CO Aurora, CO Denver, CO Englewood, CO Superior, CO Westminster, CO Glastonbury, CT Groton, CT Hamden, CT Manchester, CT Newington, CT North Haven, CT Orange, CT Stratford, CT Waterbury, CT Waterford, CT Bonita Springs, FL Brooksville, FL Clearwater, FL Coconut Creek, FL Deerfield Beach, FL DeLand, FL Fort Walton Beach, FL Jacksonville, FL Jacksonville, FL Kissimmee, FL Lake Worth, FL Lighthouse Point, FL Marco Island, FL Miami, FL Miami, FL $ 7,460 $ 39,380 $ 26,441 $ 7,460 $ 65,821 $ 73,281 $ (21,178) 3,140 4,000 23,716 5,410 2,465 4,490 4,270 4,280 11,231 5,940 4,670 2,140 13,360 5,180 7,050 10,500 19,618 15,670 15,750 9,607 14,870 15,101 9,110 9,980 3,520 3,750 3,630 9,051 12,947 1,160 13,676 3,910 3,090 6,755 7,090 6,040 3,550 2,730 4,100 8,200 3,920 5,430 4,870 5,970 5,420 5,437 10,946 8,840 15,300 7,400 3,050 3,500 4,480 1,936 6,240 3,580 7,930 8,270 7,235 9,450 10,896 18,882 25,537 68,925 19,784 12,687 13,474 18,372 12,464 31,381 34,123 16,321 12,257 33,743 15,441 15,955 19,409 63,140 39,997 30,757 5,461 75,271 22,299 21,367 31,263 18,079 22,933 8,716 23,171 77,377 7,378 56,971 9,309 7,551 11,721 37,670 45,099 23,162 28,311 7,844 51,455 23,880 16,371 15,160 12,433 18,062 46,769 38,467 34,027 55,060 25,600 8,688 11,008 12,658 5,567 15,561 8,237 16,228 15,030 27,490 36,810 17,596 (3,147) 15,123 1,570 1,756 831 19,183 1,038 1,379 1,596 227 4,705 2,262 7,478 4,857 1,304 1,608 14,268 4,245 2,126 5,887 36,684 3,809 4,683 1,955 1,078 9,882 (124) 1,542 25,775 605 14,425 9,363 4,038 588 4,756 12,939 4,306 2,288 40 (5,442) (2,569) 1,911 2,257 6,575 1,456 5,389 1,005 6,302 5,174 5,504 4,375 3,644 2,043 1,567 6,212 5,243 (490) 1,452 11,897 2,590 21,832 2,202 4,502 23,716 5,410 2,465 4,778 4,270 4,280 11,231 5,691 4,670 2,043 13,360 5,180 7,050 10,500 19,618 15,670 15,750 9,607 14,870 15,101 9,722 9,980 3,520 3,750 3,589 9,051 12,947 1,160 13,676 3,910 3,090 6,755 6,924 6,040 3,600 2,730 4,100 8,200 3,920 5,430 4,870 5,860 4,793 5,437 10,946 8,840 15,300 7,400 3,050 3,500 4,480 1,936 6,240 3,580 7,930 8,270 7,235 9,450 10,896 F-40 16,673 40,158 70,495 21,540 13,518 32,369 19,410 13,843 32,977 34,599 21,026 14,616 41,221 20,298 17,259 21,017 77,408 44,242 32,883 11,348 18,875 44,660 94,211 26,950 15,983 37,147 23,680 18,123 44,208 40,290 25,696 16,659 54,581 25,478 24,309 31,517 97,026 59,912 48,633 20,955 111,955 126,825 26,108 25,438 33,218 19,157 32,815 8,633 24,713 41,209 35,160 43,198 22,677 36,565 12,222 33,764 103,152 116,099 7,983 71,396 18,672 11,589 12,309 42,592 58,038 27,418 30,599 7,884 46,013 21,311 18,282 17,417 19,118 20,145 52,158 39,472 40,329 60,234 31,104 13,063 14,652 14,701 7,134 21,773 13,480 15,738 16,482 39,387 39,400 39,428 9,143 85,072 22,582 14,679 19,064 49,516 64,078 31,018 33,329 11,984 54,213 25,231 23,712 22,287 24,978 24,938 57,595 50,418 49,169 75,534 38,504 16,113 18,152 19,181 9,070 28,013 17,060 23,668 24,752 46,622 48,850 50,324 (6,971) (17,118) (3,560) (6,971) (4,433) (8,836) (5,430) (6,042) (8,425) (12,916) (6,811) (5,460) (17,608) (7,163) (10,162) (9,772) (25,056) (15,313) (11,543) (1,612) (32,680) (9,224) (7,955) (15,374) (8,640) (9,721) (3,229) (5,964) (34,544) (4,786) (23,524) (6,083) (4,179) (2,254) (16,348) (19,769) (11,312) (14,031) (3,300) (17,615) (8,412) (6,591) (6,486) (7,411) (8,086) (19,978) (3,792) (15,262) (20,216) (12,297) (4,275) (4,217) (7,069) (3,385) (7,826) (3,977) (5,013) (6,306) (8,407) (12,772) (6,282) 2004 1996 1970 1994 2000 2005 2021 1964 2001 1987 1995 1960 1998 1974 1990 1995 1996 2019 1984 1990 1976 2023 1986 2003 2002 1995 2023 1977 1994 2023 1994 1996 1996 1978 2013 1997 2023 1974 1987 2006 2001 2004 1993 1996 1984 2000 2004 2014 2008 1973 2005 2006 1993 2004 1996 1985 2018 2002 1992 2023 2007 2023 Jun-11 Jun-11 Jun-11 Jan-22 Jun-11 Oct-13 Jun-11 Jun-11 Jun-11 Dec-16 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Dec-17 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Nov-17 Jun-11 Jun-11 Jul-13 Jun-11 Jun-11 Apr-19 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Apr-21 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Jun-11 Description(1) Freedom Square Granada Shoppes Naples Plaza Park Shore Plaza Chelsea Place Presidential Plaza West Colonial Marketplace Conway Crossing Hunter's Creek Plaza Pointe Orlando(6) Martin Downs Town Center Martin Downs Village Center 23rd Street Station Panama City Square East Port Plaza(6) Shoppes of Victoria Square Lake St. Charles Cobblestone Village Beneva Village Shoppes Sarasota Village Atlantic Plaza Seminole Plaza Cobblestone Village Dolphin Village Rutland Plaza Tyrone Gardens(6) Downtown Publix Sunrise Town Center Carrollwood Center Ross Plaza Tarpon Mall Venice Plaza Venice Shopping Center Venice Village Mansell Crossing Northeast Plaza Augusta West Plaza Sweetwater Village Vineyards at Chateau Elan Salem Road Station Keith Bridge Commons Northside Cosby Station Park Plaza Venture Pointe Banks Station Barrett Place Shops of Huntcrest Mableton Walk The Village at Mableton(6) Eastlake Plaza New Chastain Corners Pavilions at Eastlake Creekwood Village Connexion Holcomb Bridge Crossing Kings Market Victory Square Stockbridge Village Stone Mountain Festival Wilmington Island Haymarket Square Annex of Arlington Ridge Plaza Southfield Plaza Commons of Chicago Ridge Initial Cost to Company(2) Naples, FL Naples, FL Naples, FL Naples, FL New Port Richey, FL North Lauderdale, FL Orlando, FL Orlando, FL Orlando, FL Orlando, FL Palm City, FL Palm City, FL Panama City, FL Panama City, FL Port St. Lucie, FL Port St. Lucie, FL Riverview, FL Royal Palm Beach, FL Sarasota, FL Sarasota, FL Satellite Beach, FL Seminole, FL St. Augustine, FL St. Pete Beach, FL St. Petersburg, FL St. Petersburg, FL Stuart, FL Sunrise, FL Tampa, FL Tampa, FL Tarpon Springs, FL Venice, FL Venice, FL Venice, FL Land 4,760 34,061 9,200 7,245 3,303 2,070 4,230 3,208 3,589 6,120 1,660 5,319 3,120 5,690 4,099 3,450 2,801 2,700 4,013 5,190 2,630 3,870 9,850 9,882 3,880 5,690 1,770 9,166 3,749 2,808 7,800 3,245 2,555 7,157 Alpharetta, GA 19,840 Atlanta, GA Augusta, GA Austell, GA Braselton, GA Covington, GA Cumming, GA Dalton, GA Douglasville, GA Douglasville, GA Duluth, GA Fayetteville, GA Kennesaw, GA Lawrenceville, GA Mableton, GA Mableton, GA Marietta, GA Marietta, GA Marietta, GA Rex, GA Roswell, GA Roswell, GA Roswell, GA Savannah, GA Stockbridge, GA Stone Mountain, GA Wilmington Island, GA Des Moines, IA Arlington Heights, IL Arlington Heights, IL Bridgeview, IL Chicago Ridge, IL 6,907 1,070 1,080 2,202 670 1,601 1,320 2,650 1,470 2,460 3,490 6,990 2,093 1,660 2,040 2,650 3,090 4,770 1,400 2,627 1,170 6,758 6,230 6,210 5,740 2,630 3,360 4,373 3,720 5,880 4,310 Building & Improvements 15,328 69,551 20,738 16,555 9,879 5,634 20,242 12,496 6,907 56,697 9,945 28,998 9,115 15,789 22,498 6,789 6,966 5,473 19,403 12,728 11,609 8,410 34,113 16,220 8,513 10,456 12,909 10,338 15,194 12,205 14,221 14,650 6,847 26,773 34,689 38,776 8,643 3,119 14,690 11,517 15,162 4,220 6,660 2,870 7,995 13,060 14,370 18,230 9,467 6,647 2,774 8,243 12,874 4,893 28,074 5,633 33,899 15,043 17,734 17,078 8,108 10,665 19,431 11,128 18,756 39,714 Costs Capitalized Subsequent to Acquisition(3) 10,713 660 10,315 21,094 498 2,193 3,148 551 2,485 53,195 219 1,651 1,560 6,253 4,838 932 404 636 11,145 4,170 2,920 12,325 5,653 3,163 1,570 5,416 5,268 (2,396) 1,032 (311) 3,965 1,340 2,150 10,472 (6,895) 3,970 (89) 915 652 1,058 890 472 845 1,143 5,745 1,322 164 171 1,880 10,549 1,373 2,941 3,431 515 432 4,937 1,559 1,946 2,418 (9,286) 1,244 3,651 9,943 3,651 4,572 7,028 F-41 Land 4,735 34,061 9,200 7,245 3,303 2,070 4,230 3,163 3,589 6,120 1,660 5,319 3,120 5,690 4,099 3,450 2,801 2,700 4,013 5,190 2,630 3,870 9,850 9,882 3,880 5,690 1,770 7,856 3,749 2,640 7,800 3,245 2,555 7,157 15,461 6,907 1,070 1,080 2,202 670 1,601 1,320 2,650 1,470 2,460 3,490 6,990 2,093 1,645 2,040 2,650 3,090 4,770 1,400 2,627 1,170 6,758 6,080 5,872 3,328 2,630 3,360 4,373 3,720 5,880 4,310 Gross Amount at Which Carried at the Close of the Period Accumulated Depreciation Year Built(5) Building & Improvements(4) 26,066 70,211 31,053 37,649 10,377 7,827 23,390 13,092 9,392 Total 30,801 104,272 40,253 44,894 13,680 9,897 27,620 16,255 12,981 (5,810) (4,089) (12,128) (14,118) (3,833) (2,465) (10,054) (5,066) (3,297) Date Acquired Jun-11 Dec-21 Jun-11 Jun-11 Oct-13 Jun-11 Jun-11 Oct-13 Oct-13 Jun-11 Oct-13 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Oct-13 Jun-11 Oct-13 Jun-11 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Jun-11 Jun-11 Oct-13 Oct-13 Oct-13 Jun-11 Oct-13 Oct-13 Nov-17 Jun-11 Jun-11 Jun-11 Jun-11 Oct-13 Oct-13 Oct-13 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Dec-21 Jun-11 Dec-21 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 2021 2011 2013 2017 1992 2006 1986 2002 1998 2023 1996 1987 1995 1989 2023 1990 1999 2005 2020 1972 2008 2020 2003 1990 2002 2023 2000 1989 2002 1996 2003 1999 2000 2022 1993 1952 2006 1985 2002 2000 2002 2001 1994 1986 1995 2006 1992 2003 1994 2023 1982 2004 1996 1990 2016 1988 2005 2007 2008 2006 1985 1979 1999 2000 2006 1998 109,892 116,012 (29,513) 10,164 30,649 10,675 22,042 27,336 7,721 7,370 6,109 30,548 16,898 14,529 20,735 39,766 19,383 10,083 15,872 18,177 9,252 16,226 12,062 18,186 15,990 8,997 37,245 32,173 42,746 8,554 4,034 15,342 12,575 16,052 4,692 7,505 4,013 13,740 14,382 14,534 18,401 11,362 17,196 4,147 11,184 16,305 5,408 28,506 10,570 35,458 17,139 20,490 10,204 9,352 14,316 29,374 14,779 23,328 46,742 11,824 35,968 13,795 27,732 31,435 11,171 10,171 8,809 34,561 22,088 17,159 24,605 49,616 29,265 13,963 21,562 19,947 17,108 19,975 14,702 25,986 19,235 11,552 44,402 47,634 49,653 9,624 5,114 17,544 13,245 17,653 6,012 10,155 5,483 16,200 17,872 21,524 20,494 13,007 19,236 6,797 14,274 21,075 6,808 31,133 11,740 42,216 23,219 26,362 13,532 11,982 17,676 33,747 18,499 29,208 51,052 (3,064) (9,997) (3,007) (6,095) (6,819) (3,330) (2,309) (2,006) (8,359) (6,311) (5,257) (5,424) (15,505) (5,605) (4,220) (5,093) (5,722) (3,464) (6,358) (4,147) (9,065) (4,391) (2,585) (6,272) (12,643) (14,725) (3,325) (2,103) (5,165) (4,108) (5,263) (1,435) (2,921) (1,530) (7,527) (6,317) (6,023) (5,812) (4,020) (3,820) (1,442) (4,249) (6,552) (2,464) (1,392) (4,776) (2,085) (5,669) (8,979) (3,490) (3,281) (5,589) (11,121) (7,526) (10,184) (20,481) Initial Cost to Company(2) Description(1) Rivercrest Shopping Center The Commons of Crystal Lake Elk Grove Town Center Elmhurst Crossing The Quentin Collection Butterfield Square High Point Centre Long Meadow Commons Westridge Court North Riverside Plaza Ravinia Plaza Rollins Crossing Tinley Park Plaza Meridian Village Columbus Center Market Centre Speedway Super Center Sagamore Park Centre Westchester Square West Loop Shopping Center North Dixie Plaza Crestwood, IL Crystal Lake, IL Elk Grove Village, IL Elmhurst, IL Kildeer, IL Libertyville, IL Lombard, IL Mundelein, IL Naperville, IL North Riverside, IL Orland Park, IL Round Lake Beach, IL Tinley Park, IL Carmel, IN Columbus, IN Goshen, IN Speedway, IN West Lafayette, IN Lenexa, KS Manhattan, KS Elizabethtown, KY Land 11,010 3,660 3,730 5,816 6,002 3,430 7,510 4,700 11,150 5,117 2,069 3,040 12,250 2,290 1,480 2,000 8,410 2,390 3,250 2,800 2,370 Florence Plaza - Florence Square Florence, KY 11,014 Jeffersontown Commons London Marketplace Eastgate Shopping Center Plainview Village Stony Brook I & II Points West Plaza Burlington Square I, II & III Holyoke Shopping Center WaterTower Plaza(6) Lunenberg Crossing Lynn Marketplace Webster Square Shopping Center Berkshire Crossing Westgate Plaza Perkins Farm Marketplace South Plaza Shopping Center Fox Run Pine Tree Shopping Center Arborland Center Maple Village Grand Crossing Farmington Crossroads Silver Pointe Shopping Center Cascade East Delta Center Lakes Crossing Redford Plaza Hampton Village Centre Southfield Plaza 18 Ryan Delco Plaza West Ridge Washtenaw Fountain Plaza Southport Centre I - VI Champlin Marketplace Burning Tree Plaza Westwind Plaza Richfield Hub Roseville Center Marketplace @ 42 Sun Ray Shopping Center Jeffersontown, KY London, KY Louisville, KY Louisville, KY Louisville, KY Brockton, MA Burlington, MA Holyoke, MA Leominster, MA Lunenburg, MA Lynn, MA Marshfield, MA Pittsfield, MA Westfield, MA Worcester, MA California, MD Prince Frederick, MD Portland, ME Ann Arbor, MI Ann Arbor, MI Brighton, MI Farmington, MI Fenton, MI Grand Rapids, MI Lansing, MI Muskegon, MI Redford, MI Rochester Hills, MI Southfield, MI Sterling Heights, MI Sterling Heights, MI Westland, MI Ypsilanti, MI Apple Valley, MN Champlin, MN Duluth, MN Minnetonka, MN Richfield, MN Roseville, MN Savage, MN St. Paul, MN White Bear Hills Shopping Center White Bear Lake, MN Ellisville Square Watts Mill Plaza Ellisville, MO Kansas City, MO 3,920 1,400 4,300 2,600 3,650 2,200 4,690 3,110 10,400 930 3,100 5,532 5,210 2,494 2,150 2,174 3,560 2,860 20,174 3,200 1,780 1,620 3,840 1,280 1,580 1,440 7,510 5,370 1,320 3,160 2,860 1,800 2,030 4,960 3,985 4,790 2,630 7,960 1,620 5,150 5,250 1,790 4,144 2,610 Building & Improvements 41,063 32,993 19,665 81,784 27,280 13,370 21,583 11,597 75,719 57,577 24,288 23,623 22,511 7,746 14,740 17,032 50,006 11,150 14,555 12,622 6,119 53,088 14,866 10,362 13,975 10,541 17,970 10,605 13,122 12,097 40,312 1,991 5,678 27,284 39,558 9,850 17,060 23,209 31,431 19,182 90,938 19,108 7,540 4,542 12,631 5,433 9,616 13,571 20,174 48,930 4,085 11,304 7,025 6,640 7,234 18,527 11,375 16,279 12,171 19,907 8,593 13,221 21,447 6,182 8,003 13,868 Gross Amount at Which Carried at the Close of the Period Building & Improvements(4) Total Accumulated Depreciation Year Built(5) Date Acquired 52,809 38,178 12,654 82,208 28,667 16,473 30,526 15,030 95,481 57,830 24,669 25,333 44,070 10,641 22,024 28,835 73,767 13,521 18,604 18,318 5,465 79,825 14,699 15,680 16,913 12,197 20,276 12,917 15,844 13,575 47,891 2,923 10,537 28,548 34,435 11,339 23,299 23,365 52,739 21,171 92,405 50,127 9,684 6,119 17,401 8,167 8,453 14,324 27,989 65,777 7,108 10,975 7,477 11,351 9,380 19,734 12,813 19,767 14,086 20,510 16,073 17,389 23,161 8,313 13,046 15,114 63,819 41,838 15,212 88,024 34,669 19,903 38,036 19,730 (19,651) (13,814) (3,887) (2,521) (8,949) (6,197) (9,166) (7,558) 106,041 (28,556) 62,947 26,738 28,373 56,320 12,730 23,504 30,600 82,177 15,911 21,854 21,118 7,573 90,839 18,619 17,080 21,213 14,797 23,926 15,117 20,534 16,685 58,291 3,853 13,637 34,080 37,206 13,833 25,449 25,539 56,135 24,031 112,579 53,327 11,464 7,739 21,241 9,447 9,971 15,524 35,499 71,147 8,428 14,135 10,337 13,151 11,410 24,336 16,798 24,557 16,716 28,129 17,693 22,489 27,894 10,103 17,190 17,724 (2,615) (1,176) (12,818) (8,830) (4,556) (7,078) (7,381) (24,573) (5,705) (7,181) (7,955) (2,146) (28,877) (6,078) (4,175) (8,236) (5,126) (8,652) (3,702) (5,876) (6,299) (15,369) (1,212) (2,467) (8,435) (14,690) (3,129) (9,522) (6,910) (13,271) (11,932) (25,214) (13,504) (4,402) (2,961) (6,830) (3,251) (3,962) (6,459) (10,610) (23,182) (3,360) (3,627) (3,386) (5,615) (3,291) (6,790) (1,199) (7,070) (4,667) (6,701) (3,826) (6,513) (10,188) (3,592) (6,057) (5,119) 1992 1987 1998 2005 2006 1997 2019 1997 1992 2007 1990 1998 2022 1990 1964 1994 2022 2018 1987 2013 1992 2014 1959 1994 2002 1997 1988 1960 1992 2000 2023 1994 1968 2005 1994 1996 1967 2005 2022 1958 2000 2020 2005 1986 1996 1983 1985 2008 1992 2004 1970 1997 1996 1989 2005 1985 2005 1987 2007 1952 2021 1999 1958 1996 1989 1997 Jun-11 Jun-11 Jun-11 Apr-22 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Apr-22 Feb-22 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-15 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Jun-11 Mar-17 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-21 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Costs Capitalized Subsequent to Acquisition(3) 11,746 5,185 (8,183) 424 1,387 3,103 8,943 3,433 Land 11,010 3,660 2,558 5,816 6,002 3,430 7,510 4,700 19,172 10,560 253 381 1,710 21,559 2,694 7,284 11,568 23,761 2,371 4,049 5,696 (916) 26,737 (167) 5,318 2,938 1,656 2,306 2,312 2,722 1,478 7,579 932 4,859 1,264 (7,562) 1,489 6,239 156 21,144 1,989 1,467 31,019 2,144 1,577 4,770 2,734 (1,225) 513 7,815 16,847 3,023 (329) 452 4,711 2,146 849 1,438 3,488 1,915 262 7,480 4,118 1,197 2,131 5,043 1,246 5,117 2,069 3,040 12,250 2,089 1,480 1,765 8,410 2,390 3,250 2,800 2,108 11,014 3,920 1,400 4,300 2,600 3,650 2,200 4,690 3,110 10,400 930 3,100 5,532 2,771 2,494 2,150 2,174 3,396 2,860 20,174 3,200 1,780 1,620 3,840 1,280 1,518 1,200 7,510 5,370 1,320 3,160 2,860 1,800 2,030 4,602 3,985 4,790 2,630 7,619 1,620 5,100 4,733 1,790 4,144 2,610 F-42 Description(1) Liberty Corners Maplewood Square Devonshire Place McMullen Creek Market The Commons at Chancellor Park Garner Towne Square Franklin Square Wendover Place University Commons Kinston Pointe Roxboro Square Innes Street Market Crossroads New Centre Market University Commons Parkway Plaza Stratford Commons Bedford Grove Capitol Shopping Center Willow Springs Plaza Seacoast Shopping Center Tri-City Plaza Laurel Square(6) the Shoppes at Cinnaminson Acme Clark Collegetown Shopping Center Hamilton Plaza Bennetts Mills Plaza Marlton Crossing Middletown Plaza Larchmont Centre Old Bridge Gateway Morris Hills Shopping Center Rio Grande Plaza Ocean Heights Plaza Springfield Place Tinton Falls Plaza Cross Keys Commons Parkway Plaza Suffolk Plaza Three Village Shopping Center Stewart Plaza Dalewood I, II & III Shopping Center (6) Unity Plaza Cayuga Mall Kings Park Plaza Village Square Shopping Center Falcaro's Plaza Mamaroneck Centre Sunshine Square Wallkill Plaza Monroe ShopRite Plaza Rockland Plaza Liberty, MO Maplewood, MO Cary, NC Charlotte, NC Charlotte, NC Garner, NC Gastonia, NC Greensboro, NC Greenville, NC Kinston, NC Roxboro, NC Salisbury, NC Statesville, NC Wilmington, NC Wilmington, NC Winston-Salem, NC Winston-Salem, NC Bedford, NH Concord, NH Nashua, NH Seabrook, NH Somersworth, NH Brick, NJ Cinnaminson, NJ Clark, NJ Glassboro, NJ Hamilton, NJ Jackson, NJ Marlton, NJ Middletown, NJ Mount Laurel, NJ Old Bridge, NJ Parsippany, NJ Rio Grande, NJ Somers Point, NJ Springfield, NJ Tinton Falls, NJ Turnersville, NJ Carle Place, NY East Setauket, NY East Setauket, NY Garden City, NY Hartsdale, NY East Fishkill, NY Ithaca, NY Kings Park, NY Larchmont, NY Lawrence, NY Mamaroneck, NY Medford, NY Middletown, NY Monroe, NY Nanuet, NY North Ridge Shopping Center New Rochelle, NY Nesconset Shopping Center Port Jefferson Station, NY Riverhead Roanoke Plaza Rockville Centre College Plaza Campus Plaza Parkway Plaza Shoppes at Vestal Town Square Mall Highridge Plaza Brunswick Town Center Brentwood Plaza Riverhead, NY Riverhead, NY Rockville Centre, NY Selden, NY Vestal, NY Vestal, NY Vestal, NY Vestal, NY Yonkers, NY Brunswick, OH Cincinnati, OH Initial Cost to Company(2) Land Building & Improvements Costs Capitalized Subsequent to Acquisition(3) Gross Amount at Which Carried at the Close of the Period Land Building & Improvements(4) Total Accumulated Depreciation Year Built(5) Date Acquired 2,530 1,450 940 10,590 5,240 6,233 7,060 15,990 5,350 2,180 1,550 12,180 6,220 5,730 6,910 6,910 2,770 3,400 2,160 3,490 2,230 1,900 5,400 6,030 2,630 1,560 1,580 3,130 5,950 5,060 4,421 7,200 3,970 1,660 6,110 1,773 3,080 5,840 5,790 2,780 5,310 6,040 6,900 2,100 1,180 4,790 1,320 3,410 2,198 7,350 1,360 1,840 11,097 4,910 5,510 6,331 5,050 3,590 8,270 1,170 2,168 1,340 2,520 6,020 2,930 5,090 2,530 1,450 940 10,590 5,240 6,233 7,060 15,881 5,350 2,180 1,550 10,548 258 5,730 6,910 6,727 2,770 2,368 2,160 3,490 2,230 1,900 5,400 6,030 2,630 1,560 1,580 3,130 5,950 5,060 4,421 7,200 3,970 1,660 6,110 1,773 3,080 5,726 5,790 2,780 5,310 6,040 6,900 2,100 1,180 4,790 1,320 3,410 2,198 7,350 1,360 1,840 11,097 4,910 5,510 3,899 5,050 3,590 8,270 1,170 2,149 1,340 2,520 6,020 2,930 5,090 8,918 4,720 4,533 24,266 20,500 23,681 29,355 42,299 26,253 8,540 8,976 27,462 15,300 15,217 26,611 17,604 9,562 19,065 11,584 20,288 8,967 10,034 20,998 45,605 8,351 16,336 8,972 17,126 45,874 41,800 14,985 37,756 29,879 12,627 34,911 4,577 12,385 33,347 19,740 12,321 15,849 21,970 57,804 14,051 11,244 11,367 5,137 9,678 1,999 24,713 8,410 16,111 60,790 9,612 20,473 — 15,177 6,982 14,267 16,384 18,651 14,730 41,457 17,358 18,561 20,513 3,666 500 4,845 8,391 1,937 3,828 4,762 4,378 3,776 522 430 481 (20,674) 4,556 3,231 4,358 133 487 6,610 (119) 975 5,832 6,634 4,993 140 24,272 17,961 1,942 29,231 (151) 748 15,369 4,055 2,436 1,585 2,107 1,580 4,701 4,367 8,869 988 18,147 9,167 20 4,679 2,352 958 5,053 11,719 2,640 1,793 501 13,730 3,097 7,443 36,162 1,512 394 10,187 817 (267) 723 11,525 2,639 2,567 2,542 F-43 12,584 5,220 9,378 32,657 22,437 27,509 34,117 46,786 30,029 9,062 9,406 29,575 588 19,773 29,842 22,145 9,695 20,584 18,194 20,169 9,942 15,866 27,632 50,598 8,491 40,608 26,933 19,068 75,105 41,649 15,733 53,125 33,934 15,063 36,496 6,684 13,965 38,162 24,107 21,190 16,837 40,117 66,971 14,071 15,923 13,719 6,095 14,731 13,718 27,353 10,203 16,612 74,520 12,709 27,916 38,594 16,689 7,376 24,454 17,201 18,403 15,453 52,982 19,997 21,128 23,055 15,114 6,670 10,318 43,247 27,677 33,742 41,177 62,667 35,379 11,242 10,956 40,123 846 25,503 36,752 28,872 12,465 22,952 20,354 23,659 12,172 17,766 33,032 56,628 11,121 42,168 28,513 22,198 81,055 46,709 20,154 60,325 37,904 16,723 42,606 8,457 17,045 43,888 29,897 23,970 22,147 46,157 73,871 16,171 17,103 18,509 7,415 18,141 15,916 34,703 11,563 18,452 85,617 17,619 33,426 42,493 21,739 10,966 32,724 18,371 20,552 16,793 55,502 26,017 24,058 28,145 (5,319) (1,384) (4,747) (12,137) (9,479) (7,448) (12,700) (18,746) (11,826) (4,763) (5,739) (14,291) (169) (6,471) (11,632) (7,628) (3,487) (5,599) (6,134) (7,091) (2,615) (6,247) (7,254) (19,307) (4,260) (9,015) (5,225) (7,129) (27,327) (13,699) (4,290) (16,023) (12,160) (5,237) (12,537) (2,577) (5,259) (13,882) (6,882) (3,701) (6,034) (9,117) (19,171) (5,477) (5,080) (5,065) (1,965) (4,309) (1,591) (10,395) (4,552) (7,329) (21,288) (3,859) (8,554) (8,319) (6,093) (2,650) (8,282) (7,290) (8,568) (4,597) (17,598) (6,187) (7,365) (9,767) 1987 1998 1996 1988 1994 1997 1989 2000 1996 2001 2005 2002 1997 1998 2007 2005 1995 1989 2001 1990 1991 1990 2023 2010 2007 2021 1972 2002 2019 2001 1985 2022 1994 1997 2006 1965 2006 1989 1993 1998 1991 2022 2023 2005 1969 1985 1981 1972 2020 2007 1986 1985 2006 1971 1961 2018 2002 1975 2013 2003 1995 2000 1991 1977 2004 2004 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-15 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Description(1) Initial Cost to Company(2) Land Building & Improvements Costs Capitalized Subsequent to Acquisition(3) Gross Amount at Which Carried at the Close of the Period Land Building & Improvements(4) Total Accumulated Depreciation Year Built(5) Date Acquired Delhi Shopping Center Harpers Station Western Hills Plaza Western Village Crown Point Greentree Shopping Center South Towne Centre Cincinnati, OH Cincinnati, OH Cincinnati, OH Cincinnati, OH Columbus, OH Columbus, OH Dayton, OH Southland Shopping Center Middleburg Heights, OH The Shoppes at North Olmsted North Olmsted, OH Surrey Square Mall Miracle Mile Shopping Plaza Marketplace Village West Park Hills Plaza Bethel Park Shopping Center Lehigh Shopping Center Bristol Park Chalfont Village Shopping Center New Britain Village Square Collegeville Shopping Center Plymouth Square Shopping Center (6) Whitemarsh Shopping Center Valley Fair Dickson City Crossings(6) Barn Plaza Pilgrim Gardens North Penn Market Place Village at Newtown Ivyridge Roosevelt Mall Shoppes at Valley Forge County Line Plaza 69th Street Plaza Warminster Towne Center Shops at Prospect Whitehall Square Norwood, OH Toledo, OH Tulsa, OK Allentown, PA Altoona, PA Bethel Park, PA Bethlehem, PA Bristol, PA Chalfont, PA Chalfont, PA Collegeville, PA Conshohocken, PA Conshohocken, PA Devon, PA Dickson City, PA Doylestown, PA Drexel Hill, PA Lansdale, PA Newtown, PA Philadelphia, PA Philadelphia, PA Phoenixville, PA Souderton, PA Upper Darby, PA Warminster, PA West Hempfield, PA Whitehall, PA Wilkes-Barre Township Marketplace Wilkes-Barre, PA Belfair Towne Village Milestone Plaza Circle Center Island Plaza Festival Centre Pawleys Island Plaza Fairview Corners I & II Hillcrest Market Place(6) Watson Glen Shopping Center Williamson Square Greeneville Commons Kingston Overlook The Commons at Wolfcreek Georgetown Square Nashboro Village Parmer Crossing Baytown Shopping Center El Camino Townshire Central Station Rock Prairie Crossing Carmel Village Arboretum Village Claremont Village Kessler Plaza Stevens Park Village Webb Royal Plaza Wynnewood Village(6) Parktown Bluffton, SC Greenville, SC Hilton Head Island, SC James Island, SC North Charleston, SC Pawleys Island, SC Simpsonville, SC Spartanburg, SC Franklin, TN Franklin, TN Greeneville, TN Knoxville, TN Memphis, TN Murfreesboro, TN Nashville, TN Austin, TX Baytown, TX Bellaire, TX Bryan, TX College Station, TX College Station, TX Corpus Christi, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Deer Park, TX 3,690 3,987 8,690 3,420 2,120 1,920 4,990 5,940 510 3,900 1,510 5,040 4,180 4,390 3,060 6,980 3,180 1,040 4,250 3,410 17,001 3,410 1,810 4,800 8,780 2,090 3,060 7,690 7,100 10,970 2,010 910 640 4,310 760 4,350 2,180 4,265 2,563 3,010 2,940 3,630 5,264 2,370 4,190 5,220 7,730 2,880 2,060 23,239 3,716 2,243 5,927 3,410 1,320 1,790 4,340 2,460 1,900 17,154 1,700 1,390 1,270 2,470 16,982 2,790 8,085 27,804 27,664 12,817 14,980 12,531 43,152 55,360 4,151 18,402 15,792 13,249 23,402 23,218 18,457 34,900 21,530 3,818 24,449 7,451 44,208 11,753 8,161 31,423 29,183 5,043 5,253 37,765 21,004 89,141 13,025 8,346 4,362 35,284 6,532 33,067 17,430 31,801 15,645 5,832 9,252 10,512 21,804 17,117 34,825 14,990 22,789 13,524 6,743 58,489 8,598 11,662 11,282 6,776 3,816 6,399 21,704 13,618 4,536 33,384 3,035 3,702 3,182 6,576 42,953 7,319 2,251 4,246 15,903 1,025 1,506 703 7,511 (7,858) (67) 1,368 3,165 2,874 1,369 (20,211) 2,138 5,612 563 (229) 2,560 6,761 25,886 6,259 (5,681) 4,252 2,546 4,937 1,568 43,366 (31) 22,096 1,989 3,441 999 3,422 744 1,699 3,582 2,850 2,935 (1,085) 3,708 4,834 347 2,366 12,798 1,976 6,625 3,488 699 3,690 3,987 8,690 3,420 2,120 1,920 4,990 4,659 510 3,900 1,411 5,040 4,180 586 3,060 6,980 3,180 1,040 4,250 3,410 17,001 3,410 1,152 4,800 8,780 2,090 3,060 7,690 7,100 10,970 2,010 910 640 4,310 760 4,350 2,180 4,265 2,563 3,010 2,940 3,630 5,264 2,370 4,190 5,220 7,730 2,880 2,060 20,496 23,239 2,495 275 1,913 3,541 733 831 2,840 99 5,066 772 (1,162) 1,647 671 (70) 31,410 1,176 3,716 2,243 5,927 3,410 1,320 1,790 4,340 2,401 1,900 17,154 1,700 1,390 1,270 2,470 17,200 2,790 F-44 10,336 32,050 43,567 13,842 16,486 13,234 50,663 48,783 4,084 19,770 19,056 16,123 24,771 6,811 20,595 40,512 22,093 3,589 27,009 14,212 70,094 18,012 3,138 35,675 31,729 9,980 6,821 81,131 20,973 14,026 36,037 52,257 17,262 18,606 15,154 55,653 53,442 4,594 23,670 20,467 21,163 28,951 7,397 23,655 47,492 25,273 4,629 31,259 17,622 87,095 21,422 4,290 40,475 40,509 12,070 9,881 88,821 28,073 111,237 122,207 17,024 12,697 6,001 43,016 8,036 39,116 23,192 38,916 21,143 7,757 15,900 18,976 27,415 21,853 51,813 22,186 37,144 19,892 9,502 15,014 11,787 5,361 38,706 7,276 34,766 21,012 34,651 18,580 4,747 12,960 15,346 22,151 19,483 47,623 16,966 29,414 17,012 7,442 78,985 11,093 11,937 13,195 10,317 4,549 7,230 24,544 13,776 9,602 34,156 1,873 5,349 3,853 6,506 74,145 8,495 (4,418) (13,178) (11,181) (6,153) (7,974) (6,943) (21,886) (19,692) (2,068) (8,026) (9,730) (8,226) (9,482) (1,355) (10,071) (18,093) (8,136) (1,385) (9,100) (5,312) (7,014) (5,366) (1,277) (13,678) (14,367) (4,761) (2,722) (18,772) (6,585) (36,279) (6,945) (4,402) (1,898) (14,083) (2,858) (12,872) (10,757) (9,978) (6,281) (1,487) (5,824) (7,759) (1,272) (7,587) (15,754) (6,494) (13,520) (5,768) (2,107) 1973 1994 2021 2005 1980 2005 1972 1951 2002 2010 1955 1992 1999 1985 1965 1955 1993 1989 1989 2020 2023 2002 2001 2023 2002 1955 1977 2021 1963 2020 2003 1971 1994 1997 1994 2006 2004 2006 1995 2000 1994 1987 2015 2003 2023 1988 1988 2002 1996 2014 2003 1998 1989 1987 2008 2002 1976 2002 2019 2014 1976 1975 1974 1961 2023 1999 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 May-19 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Jun-11 Jun-11 Oct-21 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jan-22 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 102,224 (28,540) 14,809 14,180 19,122 13,727 5,869 9,020 28,884 16,177 11,502 51,310 3,573 6,739 5,123 8,976 91,345 11,285 (3,848) (4,648) (5,276) (6,300) (1,977) (4,327) (8,603) (6,596) (2,547) (1,535) (735) (1,498) (2,254) (3,357) (21,000) (4,363) Ridglea Plaza Trinity Commons Preston Ridge Village Plaza Description(1) Fort Worth, TX Fort Worth, TX Frisco, TX Garland, TX Highland Village Town Center Highland Village, TX Bay Forest Beltway South Braes Heights Braesgate Broadway Clear Lake Camino South Hearthstone Corners Jester Village Jones Plaza(6) Jones Square Maplewood Merchants Park Northgate Northshore Northtown Plaza Orange Grove Royal Oaks Village Tanglewilde Center West U Marketplace Westheimer Commons Crossroads Centre - Pasadena Spencer Square Pearland Plaza Market Plaza Preston Park Village(6) Keegan's Meadow Lake Pointe Village Texas City Bay Windvale Center Culpeper Town Square Hanover Square Tuckernuck Square Cave Spring Corners Hunting Hills Hilltop Plaza Rutland Plaza Spring Mall Mequon Pavilions Moorland Square Shopping Ctr Paradise Pavilion Grand Central Plaza Remaining portfolio Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Houston, TX Pasadena, TX Pasadena, TX Pearland, TX Plano, TX Plano, TX Stafford, TX Sugar Land, TX Texas City, TX The Woodlands, TX Culpeper, VA Mechanicsville, VA Richmond, VA Roanoke, VA Roanoke, VA Virginia Beach, VA Rutland, VT Greenfield, WI Mequon, WI New Berlin, WI West Bend, WI Parkersburg, WV Various Initial Cost to Company(2) Land 2,770 5,780 25,820 Building & Improvements 16,178 26,317 127,082 3,230 3,370 1,500 3,340 1,700 1,570 1,720 3,320 5,240 1,380 2,110 3,210 1,790 6,580 740 5,970 4,990 3,670 4,620 1,620 8,554 5,160 4,660 5,360 3,020 6,380 8,506 3,300 19,827 3,780 3,460 3,200 3,540 2,400 3,060 1,150 5,170 2,130 2,540 7,520 2,080 1,510 670 — 6,786 7,439 6,557 9,759 15,246 2,813 5,472 12,136 14,208 4,623 11,450 10,716 5,535 32,200 1,707 22,827 18,209 15,758 29,536 7,437 25,511 12,866 11,153 19,464 9,076 20,529 81,652 9,947 65,239 17,928 9,479 9,235 16,145 10,241 11,284 7,661 21,956 20,924 16,383 29,714 9,256 15,704 5,704 — Costs Capitalized Subsequent to Acquisition(3) 190 2,806 13,005 2,384 529 525 795 9,422 622 2,605 1,844 1,700 9,312 3,529 2,186 1,702 3,809 436 4,780 5,047 2,846 1,928 1,843 41 4,675 7,056 681 1,989 1,233 3,966 1,256 (175) 7,584 (1,846) 109 5,609 1,987 704 2,323 4,089 (3,912) (11,748) 11,560 1,529 1,039 (239) 11,008 Gross Amount at Which Carried at the Close of the Period Land 2,770 5,780 25,820 Building & Improvements(4) 16,368 29,123 Total 19,138 34,903 140,087 165,907 3,230 3,370 1,500 3,340 1,700 1,570 1,720 3,320 5,240 1,380 2,110 3,210 1,790 6,580 740 5,970 4,990 3,670 4,620 1,620 8,554 5,160 4,660 4,861 3,020 6,380 8,506 3,300 19,827 3,780 3,460 3,200 3,540 2,400 3,060 1,116 5,154 1,722 912 7,520 2,080 1,510 670 — 9,170 7,968 7,082 10,554 24,668 3,435 8,077 13,980 15,908 13,935 14,979 12,902 7,237 36,009 2,143 27,607 23,256 18,604 31,464 9,280 25,552 17,541 18,209 20,644 11,065 21,762 85,618 11,203 65,064 25,512 7,633 9,344 21,754 12,228 11,988 10,018 26,061 17,420 6,263 41,274 10,785 16,743 5,465 11,008 12,400 11,338 8,582 13,894 26,368 5,005 9,797 17,300 21,148 15,315 17,089 16,112 9,027 42,589 2,883 33,577 28,246 22,274 36,084 10,900 34,106 22,701 22,869 25,505 14,085 28,142 94,124 14,503 84,891 29,292 11,093 12,544 25,294 14,628 15,048 11,134 31,215 19,142 7,175 48,794 12,865 18,253 6,135 11,008 Accumulated Depreciation Year Built(5) Date Acquired (6,653) (12,472) (50,065) (3,417) (2,729) (2,887) (5,414) (6,287) (1,765) (2,917) (5,561) (5,310) (2,270) (4,102) (4,823) (2,724) (15,179) (685) (11,138) (7,374) (8,503) (11,120) (3,900) (1,016) (8,369) (6,699) (8,463) (4,632) (8,299) (21,228) (4,181) (2,061) (8,575) (2,202) (3,333) (6,784) (4,168) (6,336) (4,936) (9,788) (6,596) (2,560) (14,739) (4,509) (8,126) (1,813) (439) 1990 1998 2018 2002 1996 2004 1998 2022 1997 2006 1964 2019 2022 2023 1999 2004 2009 1972 2001 1960 2005 2001 1998 2000 1984 1997 1998 1995 2002 2023 1999 2010 2005 2002 1999 1991 1981 2005 1989 2010 1997 2003 1967 1990 2000 1986 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Apr-22 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Oct-13 Jun-11 Jun-22 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 Jun-11 $ 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 [a] Reconciliation of total real estate carrying value is as follows: Balance at beginning of year Acquisitions and improvements Real estate held for sale Impairment of real estate Cost of property sold Write-off of assets no longer in service Balance at end of year Year Ending December 31, 2022 2021 2020 $ 10,428,414 $ 10,163,561 $ 10,123,600 772,025 (15,852) (5,724) (227,529) (52,983) 579,156 (23,520) (1,898) (211,218) (77,667) 276,321 (21,927) (19,551) (102,688) (92,194) $ 10,898,351 $ 10,428,414 $ 10,163,561 [b] Reconciliation of accumulated depreciation as follows: Balance at beginning of year Depreciation expense Property sold Write-off of assets no longer in service Balance at end of year $ 2,813,329 $ 2,659,448 $ 2,481,250 316,789 (86,688) (46,671) 314,689 (75,870) (84,938) 295,645 (42,658) (74,789) $ 2,996,759 $ 2,813,329 $ 2,659,448 F-46 BOARD OF DIRECTORS John G. Schreiber Chair of the Board of Directors, Brixmor Property Group Inc. President, Centaur Capital Partners, Inc. Michael Berman Former Chief Financial Officer, GGP Inc. Julie Bowerman Chief Marketing and Ecommerce Officer, Kellogg Company Sheryl M. Crosland Former Managing Director and Retail Sector Head, JP Morgan Investment Management Thomas W. Dickson Former Chief Executive Officer, Harris Teeter Supermarkets, Inc. EXECUTIVE LEADERSHIP Daniel B. Hurwitz Founder and Chief Executive Officer, Raider Hill Advisors, LLC Sandra A.J. Lawrence Former Executive Vice President and Chief Administrative Officer, The Children’s Mercy Hospital and Clinics William D. Rahm Senior Managing Director, Centerbridge Partners, L.P. James M. Taylor Jr. Chief Executive Officer and President, Brixmor Property Group Inc. James M. Taylor Jr. Chief Executive Officer and President Steven Gallagher Senior Vice President, Chief Accounting Officer Angela M. Aman Executive Vice President, Chief Financial Officer and Treasurer William L. Brown Executive Vice President, Development and Redevelopment Haig Buchakjian Executive Vice President, Operations Brian T. Finnegan Executive Vice President, Chief Revenue Officer CORPORATE INFORMATION Counsel Hogan Lovells US LLP Washington, DC Auditors Deloitte & Touche LLP Philadelphia, PA Transfer Agent and Registrar Computershare Investor Services 150 Royall Street Suite 101 Canton, MA 02021 877.373.6374 https://www-us.computershare.com/Investor/ Mark T. Horgan Executive Vice President, Chief Investment Officer Steven F. Siegel Executive Vice President, General Counsel and Secretary Shea Taylor Executive Vice President, Chief Talent Officer Investor Information Current and prospective Brixmor Property Group Inc. investors can receive a copy of the Company’s proxy statement, earnings releases and quarterly and annual reports by contacting: Investor Relations Brixmor Property Group Inc. 450 Lexington Avenue New York, NY 10017 800.468.7526 investorrelations@brixmor.com 450 Lexington Avenue New York, NY 10017 

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