UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
þ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172023
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: 333-201464-01333-256637-01 (Brixmor Operating Partnership LP)
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Its Charter)
Maryland
Maryland (Brixmor(Brixmor Property Group Inc.)45-2433192
Delaware (Brixmor(Brixmor Operating Partnership LP)80-0831163
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
450 Lexington Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
212-869-3000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per share.BRXNew York Stock Exchange
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Brixmor Property Group Inc. Yes þ☑No ☐ Brixmor Operating Partnership LP Yes þ☑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 þ☑ Brixmor Operating Partnership LP Yes ☐No þ☑
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 þ☑No ☐ Brixmor Operating Partnership LP Yes þ☑No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
Brixmor Property Group Inc. Yes þ☑No ☐ Brixmor Operating Partnership LP Yes þ☑No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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 filerþ☑Non-accelerated filer☐Large accelerated filer☐Non-accelerated filerþ☑
Smaller reporting company☐Accelerated filer☐Smaller reporting company☐Accelerated filer☐
Emerging growth company☐Emerging growth company☐
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. N/A
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Brixmor Property Group Inc. ☑ Brixmor Operating Partnership LP ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Brixmor Property Group Inc. ☐ Brixmor Operating Partnership LP ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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 þ☑ Brixmor Operating Partnership LP Yes ☐No þ☑
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. $5,429,779,394$6,570,963,388 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, 2018,2024, Brixmor Property Group Inc. had 304,704,046301,292,573 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 May 8, 2018April 25, 2024 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, 2017.

2023.



EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the period ended December 31, 20172023 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;subsidiaries, and references to the “Operating Partnership” mean Brixmor Operating Partnership LP and its consolidated subsidiaries. TheUnless the context otherwise requires, the terms the “Company,“the Company,” “Brixmor,” “we,” “our”“our,” and “us” mean the Parent Company and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust (“REIT”("REIT") that owns 100% of the common stocklimited liability company interests of BPG Subsidiary Inc. (“LLC ("BPG Sub”Sub"), which, in turn, is the sole ownermember of Brixmor OP GP LLC or the General Partner,(the "General Partner"), the sole general partner of the Operating Partnership. As of December 31, 2017,2023, 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 of interest (the “OP Units”"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 provides the following benefits: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. The management of the Parent Company consists of the same individuals as the management ofBecause the Operating Partnership. These individuals are officers of bothPartnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating Partnership.

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 remaining 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, and the issuance of OP Units.indebtedness.

Stockholders’ equity, partners’Equity, capital, and non-controlling interests are the primary areas of difference between the consolidated financial statementsConsolidated 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 partners’ capital in the Operating Partnership’s financial statements and outside of stockholders’ 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 inof 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.CU.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.

The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have material assets other than its indirect investment in the Operating Partnership. Therefore, while stockholders’ equity, partners’ 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.

i



TABLE OF CONTENTS

Item No.Page
Part I
1.Business
1
1A.Risk Factors
7
1B.Unresolved Staff Comments
15
1C.Cybersecurity
15
2.Properties
18
3.Legal Proceedings
21
4.Mine Safety Disclosures
21
Part II
5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
22
6.[Reserved]
23
7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
24
7A.Quantitative and Qualitative Disclosures About Market Risk
37
8.Financial Statements and Supplementary Data
38
9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
38
9A.Controls and Procedures
39
9B.Other Information
40
9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
40
Part III
10.Directors, Executive Officers, and Corporate Governance
41
11.Executive Compensation
41
12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
41
13.Certain Relationships and Related Transactions, and Director Independence
41
14.Principal Accountant Fees and Services
41
Part IV
15.Exhibit and Financial Statement Schedules
42
16.Form 10-K Summary
47

Item No. Page
Part I
1.Business
1
1A.Risk Factors
4
1B.Unresolved Staff Comments
14
2.Properties
15
3.Legal Proceedings
18
4.Mine Safety Disclosures
18
Part II
5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
19
6.Selected Financial Data
21
7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
7A.Quantitative and Qualitative Disclosures about Market Risk
40
8Financial Statements and Supplementary Data
41
9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
41
9A.Controls and Procedures
41
9BOther Information
43
Part III
10.Directors, Executive Officers, and Corporate Governance
44
11.Executive Compensation
44
12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
44
13.Certain Relationships and Related Transactions, and Director Independence
44
14.Principal Accountant Fees and Services
44
Part IV
15.Exhibits and Financial Statement Schedules
45
16.Form 10-K Summary
51






ii





Forward-Looking Statements



This report containsmay 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 which reflect(the "Exchange Act"). These statements include, but are not limited to, statements related to our current views with respect to, amongexpectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other things, our operations and financial performance.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,” “approximately,“projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “targets” 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”"SEC"), which are accessible on the SEC’s website at http: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 localdue to domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, general economic climates;contractions, 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;Portfolio (defined hereafter); (3) changes in market rental rates; (4) changes in the regional demographics of our properties; (5) competition from other available properties and e-commerce; (4) disruption and/or consolidation in the attractiveness of properties in our Portfolio to our tenants; (6)retail sector, the financial stability of our tenants, and the overall financial condition of large retailing companies, including thetheir ability of tenants to pay rent andand/or expense reimbursements; (7)reimbursements that are due to us; (5) in the case of percentage rents, the sales volumevolumes 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) litigationearthquakes, wildfires, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, epidemics and/or pandemics, 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 investigations discussed underregulations, including those governing usage, zoning, the heading “Legal Matters” in Note 14 – Commitmentsenvironment, and Contingencies to our consolidated financial statements in this report.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”"BPG") is an internally-managed corporation that has elected to be taxed as a real estate investment trust (“REIT”("REIT"). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”"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 common stocklimited liability company interests of BPG Subsidiary Inc. (“LLC ("BPG Sub”Sub"), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”"General Partner"), the sole general partner of the Operating Partnership. Unless stated otherwise expressly stated or the context otherwise requires, “we,” “us,“our,” and “our” as used herein refer to each of“us” mean BPG and the Operating Partnership, collectively. We believe we own and operate one of the largest open airpublicly-traded open-air retail portfolios by gross leasable area (“GLA”("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers. As of December 31, 2017,2023, our portfolio consistedwas comprised of 486362 shopping centers (the “Portfolio”"Portfolio") withtotaling approximately 8364 million square feet of GLA. In addition, we have one land parcel currently under development. Our high qualityhigh-quality national Portfolio is primarily located within established trade areas in the top 50 MetropolitanCore-Based Statistical Areas (“MSAs”("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. OurAs of December 31, 2023, our three largest tenants by annualized base rent are("ABR") were The TJX Companies, Inc., The Kroger Co., and Dollar TreeBurlington 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 2023.


As of December 31, 2017,2023, BPG beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units of interest (the “OP Units”"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”("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.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, 2017.
2023:
Number of Shopping Centers362
Number of shopping centers486
GLA (square feet)(1)
82.864.5 million
Leased Occupancy92%
Billed Occupancy90%
Average annualized base rent (“ABR”) PSF(1)Percent Billed(2)
$13.4791%
Average Total Rent Spread(2)Percent Leased(3)
12.6%95%
Average ABR Per Square Foot ("PSF")(4)
$16.88
New Lease Volume (square feet)(5)
3.0 million
New and Renewal Lease Volume (square feet)(5)
6.3 million
New, Renewal and Option Lease Volume (square feet)(5)
10.2 million
New Rent Spread(5)(6)
40.0%
New and Renewal Rent Spread(2)(5)(6)
15.5%19.3%
Average New, Renewal and Option Rent Spread(2)(5)(6)
34.1%15.3%
Percent grocery-anchored shopping centers(3)Grocery-Anchored Shopping Centers(7)
69%75%
Percent of ABR in topTop 50 U.S. MSAsCBSAs65%
Average effective age(4)
24 years72%
(1)    GLA represents the total amount of leasable property square footage.
(2)    Billed GLA as a percentage of total GLA. Billed GLA represents the aggregate GLA of all commenced leases with an initial term of one year or greater, as of a specified date.
(3)    Leased GLA as a percentage of total GLA. Leased GLA represents the aggregate GLA of all signed or commenced leases with an initial term of one year or greater, as of a specified date, excluding all signed leases on space that will be vacated by existing tenants in the near term.
(4)    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 and all signed leases on space that will be vacated by existing tenants in the near term are excluded. ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee ownedlessee-owned leasehold improvements.
(2)    (5)    During the year ended December 31, 2023.
(6)    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.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 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 rent spreads.
(3)
Based on number of shopping centers.
(4)
Effective age is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred.

(7)    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. We seek to achieve this objective through proactive management and accretive reinvestment in our existing Portfolio of high-quality open air shopping centers and through disciplined capital recycling activity focused on


maximizing asset value and achieving critical mass in attractive retail submarkets. Our key strategies to achieve growth in cash flow include:

Drivingthis objective include proactively managing our Portfolio to drive internal growth,
Pursuing pursuing value-enhancing reinvestment opportunities,
Prudently and prudently executing on acquisition and disposition activity,
Maintaining while also maintaining a flexible capital structure positioned for growthgrowth. In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility ("CR") strategy.


Driving Internal Growth. Our primary drivers of internal growth include (i) below marketembedded contractual rent escalations, (ii) below-market rents whichthat may be reset to market as leases expire, (ii)(iii) occupancy growth, and (iii) embedded contractual rent bumps.  These drivers are supported by(iv) prudent expense management, including proactively navigating inflationary pressure on operating costs and wages. Ongoing strong new leasing productivity, whichwith a key focus on thoughtful merchandising and our rigorous underwriting processes, have also enablesenabled us to consistently improve the credit of our tenancy and the vibrancy and relevancerelevancy of our Portfolio to retailers and consumers. During 2017,2023, we executed 618577 new leases representing approximately 3.23.0 million square feet and 1,8941,653 total leases, including new leases, renewals, and options, representing approximately 11.910.2 million square feet.


We believe that there is a significant rent mark-to-market opportunityrents across our portfolio, and we believe that ourPortfolio are below market, rent profile and resulting low occupancy cost providewhich provides us with a key competitive advantagesadvantage in attracting and retaining tenants. During 2017,2023, we achieved new lease rent spreads on new leases of 34.1%40.0% and blended rent spreads on new and renewal rent spreadsleases of 15.5%19.3% excluding options or 12.6%15.3% including options. Looking forward, the weighted average expiring ABR PSF of anchor lease expirations through 20202026, assuming no remaining renewal options are exercised, is $12.29$10.55 compared to ana weighted average ABR PSF of $15.44$15.26 for new and renewalanchor leases signed during 2017, excluding option exercises.  In addition, 4.3 million square feet2023.

2

Our high-quality, nationally diversified portfolio of leasescommunity and neighborhood shopping centers continues to benefit from robust, broad based leasing demand for spaces 10,000 square feet or greater expire through 2020, with no remaining options, at an average expiring ABR PSF of $8.61 compared to an average ABR PSF of $12.47 for new leases signed for such spacesphysical locations, driving record leased occupancy in 2017.

2023. We believe there is opportunity for further occupancy gains in our Portfolio, especiallyparticularly for spaces belowless than 10,000 square feet, as such spacespaces will continue to benefit from our continued efforts to improve the qualityvalue-enhancing reinvestment initiatives. As of our anchor tenancy.  ForDecember 31, 2023, leased occupancy was a record 90.3% for spaces belowless than 10,000 square feet, leased occupancy was 84.5% at December 31, 2017 andwhile our total leased occupancy was 92.2%, reflecting the impacta record 94.7%. The spread between our total leased occupancy and our total billed occupancy was 410 basis points and our total signed but not yet commenced lease population, which includes an additional 60 basis points of retailer bankruptcies experienced during 2017, as well as an increased pipelineGLA related to space that will soon be vacated by existing tenants, represented 3.0 million square feet and $64.0 million of ABR, providing strong visibility on our future reinvestment activity.growth.


Over the past two years, we have heightened our focus on achieving higher contractual rent increases over the term of our new and renewal leases, providing for enhanced embedded contractual rent growth across our portfolio. During 2017, our executed new leases reflected an average in-place contractual rent increase over the lease term of 2.1% as compared to 1.7% in 2015.  Additionally, 95% of the executed new leases during 2017 had embedded contractual rent growth provisions, compared with only 78% of the executed new leases during 2015.

Pursuing value-enhancing reinvestment opportunities. We believe that we have significant opportunity existsopportunities to achieverealize attractive risk-adjusted returns by investing incremental 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 2017,2023, we completed 26 stabilized 29 anchor space repositioning, redevelopment and outparcel development, and redevelopment projects, with ana weighted average incremental net operating income (“NOI”("NOI") yield of approximately 12% and an aggregate cost of approximately $89.6 million. As of December 31, 2017, we had 47 projects in process at an expected average incremental NOI yield of approximately 9% and an aggregate cost of $294.9$156.7 million. As of December 31, 2023, we had 45 projects in process with an expected weighted average incremental NOI yield of 9% and an aggregate anticipated cost of $429.2 million. In addition, we have identified a pipeline of future redevelopmentreinvestment projects aggregating approximately $1.0 billion approximately $900 million of potential capital reinvestment andinvestment, which we expect to execute over the next several years we expect to accelerate the pace of reinvestment activity at expected NOI yields that are generally consistent with those whichthat we have recently realized.


Prudently executing on acquisition and disposition activity. We intend to actively pursue acquisition and disposition activityopportunities in order to enhance concentrationsfurther concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our Portfolio. During 2017, we disposed of $330.8 million of properties, redeploying $190.5 million into acquisitions in markets where we already have a geographic presence. asset base. In general, our disposition strategy focuses on selling assets where we believe value has been maximized, where there is future downside risk to cash flow, or where we have limited ability or desire to build critical mass in the submarket, while our acquisition strategy focuses on buying assets with strong growth potential that are located in our existing markets and maywill allow us to more effectively leverage our operational platform and expertise. Acquisitionexpertise 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 other open-air shopping centers and non-owned anchor spaces and retail buildings and/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 2023, we acquired $2.3 million of assets, including transaction costs and closing credits, and generated aggregate net proceeds of $182.3 million from property dispositions. Proceeds from dispositions were used to repay $106.5 million, net of borrowings, under our $1.25 billion revolving credit facility (the "Revolving Facility"), and to fund value-enhancing reinvestment opportunities. Acquisitions during 2023 were limited as we remained disciplined in addition to acquisitions of our common stock, pursuant tonavigating a $400.0 million share repurchase authorization announced during 2017.dynamic capital markets environment.



Maintaining a Flexible Capital Structure Positioned for Growth.We believe our current capital structure provides us with the financial and operational 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 currently have investment grade credit ratings from all three major credit rating agencies.agencies and during 2023, we received a credit rating upgrade from S&P Global Ratings.

We have an unsecured credit facility, as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of the $1.25 billion Revolving Facility and a $300.0 million term loan, in addition to a $200.0 million delayed draw term loan, which was drawn on April 24, 2023 (together, the "Term Loan Facility"). The Revolving Facility and Term Loan Facility mature in June 2026 and July 2027, respectively. We also have a $400 million share repurchase program and a $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.

During 2023, we repurchased $199.6 million of our 3.650% Senior Notes due 2024 (the "2024 Notes") pursuant to a cash tender offer (the "Tender Offer"), with $300.4 million aggregate principal amount of the 2024 Notes remaining outstanding. We funded the Tender Offer with proceeds from our $200.0 million delayed draw term loan. As of December 31, 2017, our revolving credit facility was undrawn, providing2023, we had $1.25 billion of liquidity.available liquidity, including $1.23 billion under our Revolving Facility
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and $18.9 million of cash and cash equivalents and restricted cash. We intendhave $300.4 million of debt maturities in 2024 and have $700.0 million of debt maturities in February 2025.

Operating in a Socially Responsible Manner. We believe that prioritizing CR is critical to continuedelivering 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 including our communities, employees, tenants, suppliers and vendors, and investors. Our strong commitment to enhanceCR directly aligns with our financialcore values and operational flexibilityour vision to be the center of the communities we serve.

Our Board of Directors, through ladderingour Nominating and extendingCorporate Governance Committee ("NCGC") oversees our CR initiatives to ensure that our actions demonstrate our strong commitment to operating in an environmentally and socially responsible manner. To facilitate their oversight, the duration of our debt,NCGC and further expanding our unencumbered asset base.

The strategies discussed above are periodically reviewed by our Board of Directors are provided with quarterly updates on our initiatives by our senior leadership team. Our internal steering committee, which is comprised of executive and while it does notsenior leadership from a variety of functional areas, meets quarterly to set, implement, monitor, and communicate our CR strategy and related initiatives. 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 comprehensive CR disclosures, prepared in alignment with standards from the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures and with reference to the Global Reporting Initiative's Sustainability Reporting Standard, and we are a GRESB participant.

•Environmental Responsibility: We recognize that climate change could have any present intentionan impact on our Portfolio and the communities we serve. We released our Climate Change Policy in 2021, and committed to amend or revise its strategies, the Board of Directors may do so at any time withoutachieving net zero carbon emissions by 2045 for areas under our operational control. As a votesignatory of the Company’s shareholders.Science Based Targets initiative ("SBTi"), aligned with the 1.5 degree Celsius pathway, we are also committed to reducing our Scope 1 and 2 emissions by 50% by 2030, as compared to a 2018 baseline, for areas under our operational control. As of December 31, 2022, improvements in energy efficiency and the addition of renewable energy sources to our properties have resulted in an approximately 40% reduction against this interim SBTi goal.
Competition
In addition, we continue to make meaningful progress towards achieving our long-term sustainability goals related to energy efficiency projects such as LED lighting conversions and equipment upgrades, on-site renewable energy projects such as solar panel installations, and water conservation projects such as smart irrigation and xeriscaping.

•Human Capital: As of December 31, 2023, we had 513 employees, including 510 full-time employees. Our talented and dedicated 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 face considerable competitionempower our employees to think and act like owners in the leasingorder to create value for all stakeholders. We believe this approach enables us to attract and retain diverse and talented professionals while fostering collaborative, skilled, and motivated teams. The pillars of real estate, which is a highly competitive market. We compete with a number of other companies in leasing space to prospective tenants and in re-leasing space to current tenants upon expiration of their respective leases.our human capital strategy are:

•Engagement: We believe that employees that are personally engaged in our vision to be the principal competitive factors in attracting tenants include the qualitycenter of the location, co-tenants, physical conditionscommunities we serve and are connected with similarly engaged colleagues will be more effective in their roles. We measure employee engagement through biennial employee engagement surveys and utilize the costresults from such surveys to continually improve our organization, enhancing benefits and various other forms of occupancysupport 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 a variety of professional and personal training opportunities. 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; innovative development programs, such as two-year intensive apprenticeship programs for entry level employees in leasing, property management, and construction; mentorship programs for early career professionals; Predictive Index Behavioral Assessments to
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enhance self-awareness and effective collaboration; educational assistance 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 shopping centers. In this regard, we proactively manage and, where and when appropriate, reinvest in and upgrade our shopping centers, with an emphasis on maintaining high occupancy rates withemployees is a strong base of nationally and regionally recognized anchor tenants that generate substantial daily traffic. In addition, we believe that the breadthcrucial component of our culture. We provide a wide-range of employee benefits and encourage healthy lifestyles through initiatives such as annual wellness spending accounts; free access to online wellness applications; live wellness events; health-oriented employee competitions; free access to licensed counselors, financial advisors, legal specialists, and other professionals; and hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting a healthy work-life balance.

•Inclusive Culture: We believe our performance is enhanced by an inclusive environment that reflects the diversity of the communities we serve. We believe a culture based on inclusion is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives.

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

Tenants
Our national portfolio of shopping centers, the local market knowledge derived from our regional operating teamsis thoughtfully merchandised with non-discretionary and the close relationships we have established with certain majorvalue-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, 2023, we had over 5,000 diverse tenants in our portfolio, including many vibrant new retailers allow us to maintainadded over the past several years, and approximately 75% of our properties were anchored by a strong competitive position.grocer.
Environmental Exposure
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, real property and the operations conducted on, real property. For further information regardingAs of December 31, 2023, 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 risks relatedoverall business, financial condition, or results of operations. However, it is possible that we are not aware of, or may become subject to, potential environmental exposure seeliabilities 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.
Employees
As of December 31, 2017, we had 464 employees.
Financial Information about Industry Segments
Our principal business is the ownership and operation of community and neighborhoodopen-air retail shopping centers. We do not distinguish our principal business or group our operations on a geographical basis whenfor purposes of measuring performance. Accordingly, we have a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”("GAAP"). In the opinion of our management, no material part of our and our subsidiaries’ business is dependent upon a single tenant, the loss of any one of which would have a material adverse effect on us, and during 2017 no single tenant or single shopping center accounted for 5% or more of our consolidated revenues.

REIT Qualification
We made a tax election to be treatedhave been organized and operated in conformity with the requirements for qualification and taxation as a REIT forunder U.S. federal income tax purposeslaws commencing with our taxable year ended December 31, 2011, have maintained such requirements through our taxable year ended December 31, 2023, and expectintend to continue to operate so as to qualify as a REIT. So long as we qualify assatisfy 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 valuesvalue 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 foregoforgo otherwise attractive opportunities andor limit our expansion opportunities and the manner in which we conduct our operations. See “Risk Factors – Risks“Risks Related to our REIT Status and Certain Other Tax Items.”Items” in Item 1A. “Risk Factors” for further information.

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Executive Officers

As of the date of filing this Form 10-K, our executive officers included the following:

NamePosition
Year Joined(1)
Age
James M. TaylorChief Executive Officer ("CEO") and President201657
Steven T. GallagherSenior Vice President, Chief Accounting Officer and Interim Chief Financial Officer ("CFO") and Treasurer201742
Brian T. FinneganSenior Executive Vice President, Chief Operating Officer200443
Mark T. HorganExecutive Vice President, Chief Investment Officer201648
Steven F. SiegelExecutive Vice President, General Counsel and Secretary199163
(1)Includes predecessors of Brixmor Property Group Inc.

Corporate Headquarters
Brixmor Property Group Inc., a Maryland corporation, was incorporated in Delaware on May 27, 2011, changed its name to Brixmor Property Group Inc. on June 17, 2013 and changed its jurisdiction of incorporation to Maryland on November 4, 2013.2011. The Operating Partnership, a Delaware limited partnership, was formed on May 23,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 http: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 or provide a link on our website to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and 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, 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. ToYou may access these filings go toby visiting “SEC Filings” under the “Financial Information”Info” section of the “Investors” portion of our “Investors” page on ourwebsite. In addition, the SEC maintains a website that contains reports, proxy and then click on “SEC Filings.” You may also readinformation statements, and copy any document weother information for issuers, such as us, that file at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DC 20549. Callelectronically with the SEC at 1-800-SEC-0330 for further information on the public reference room. In addition, these reports and the other documents we file with the SEC are available at a website maintained by the SEC at http:https://www.sec.gov.
From time to time, we may use our website as a channel of distribution of material information.
Financial and other material information regarding our company is routinely posted on and accessible at http: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 addition, you may enroll to automatically receive e-mail alerts and other information about our company by enrolling your e-mail address by visiting “Email Alerts” under the “Information Request”“Additional Info” section of the “Investors” portion of our website at http://www.brixmor.com.website.


Dividend Reinvestment & Direct Stock Purchase Plan
Our registrar and stock transfer agent is Computershare Trust Company, N.A. We offer a Dividend Reinvestment and Direct Stock Purchase Plan, providing shareholders and new investors with a simple and convenient method of investing in additional shares of common stock without payment of transaction or processing fees, service charges, or other expenses. Plan inquiries may be directed to (877) 373-6374, or (781) 575-2879 if located outside the U.S. and Canada.
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Item 1A. Risk Factors
Risks Related to Our Portfolio and Our Business
Adverse economic, market, and real estate conditions may adversely affect our performance.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, including: (1)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 three 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 in national, regionalhave had and local economic climates; (2) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similarmay continue to those inhave impacts on our Portfolio; (3) changes in market rental rates as a result of a decrease in the demand for retail space,business, including as a result of continuing growthincreased financing costs when we refinance our indebtedness, and a potential economic recession, which may lead to higher levels of e-commerce sales; (4) changesunemployment and decreases in the regional demographics surroundingconsumer confidence and/or discretionary spending.

Public health crises could materially and adversely affect our properties; (5) competition from other available propertiesfinancial condition, operating results, and e-commerce,cash flows.
A future public health crisis could have repercussions across domestic and the attractiveness of properties in our Portfolioglobal economies and financial markets. Government responses to our tenants; (6) the financial stability ofsuch crises, including quarantines, may force our tenants and the overall financial condition of large retailing companies, including their ability to pay rent and expense reimbursements; (7) in the case of percentage rents, the sales volume of our tenants; (8) the need to periodically fund costs to repair, renovate and re-lease space; (9) increases in operating costs, including costs for maintenance, utilities, insurance and real estate taxes, which are relatively inflexible and generally do not decrease if revenuestemporarily close stores, reduce hours, or occupancy decrease; (10) earthquakes, tornadoes, hurricanes, damage from rising sea levels due to climate change and other natural disasters, civil unrest, terrorist acts or acts of war,significantly limit service which may result in uninsured or underinsured losses;significant economic contractions and (11) changesa dramatic increase in lawsnational unemployment. The direct and governmental regulations, including those governing usage, zoning, the environment and taxes. A decline in demand for retail space generally due toindirect impacts of these and other factorscrises could adversely affect our financial condition, operating results, and operating results.cash flows.


We face considerable competition in the leasing market and may be unable to renew leases or re-lease space as leases expire. Consequently, we may be required to make rent or other concessions and/or incur significant capital expenditures to improve our Portfolio and/retain existing tenants or to retain and attract tenants, which could adversely affect our financial condition and operating results.
We compete with a number of other landlords fornew tenants. As of December 31, 2017, leases are scheduled to expire on a total of approximately 8.5% of leased GLA in our Portfolio during 2018. If our tenants decide not to renew or extend their leases upon expiration, we may not be able to promptly re-lease the space on favorable terms or with reasonable capital investments. If our tenants decide to renew, rental rates upon renewal may be lower than current rates. In these situations, our financial condition and operating results could be adversely impacted.



We face considerable competition for tenants and the business of retail shoppers.
There are numerous shopping venues, including regional malls, outlet malls, other shopping centers, and e-commerce, which compete with our Portfolio in attracting retailers and shoppers. retaining retailers. As of December 31, 2023, leases are scheduled to expire in our Portfolio on a total of approximately 9.3% of leased GLA during 2024. 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 attractivenessPortfolio to retailers and shoppers,consumers, we actively reinvest in our Portfolioassets in the form of capital improvements. Theserepositioning and redevelopments projects. In addition to the risks associated with real estate investments could adversely impact our liquidityin general, as described elsewhere, the risks associated with repositioning and could adversely impact our earnings, particularly when capital improvementredevelopment projects including redevelopments, resultinclude: (1) delays or failures in space being unavailableobtaining necessary zoning, occupancy, land use, and other governmental permits; (2) abandonment of projects after expending resources to lease for a certain period of time.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 shoppers,consumers, if our reinvestmentscapital improvements are not successful, or if retailers or shoppersand consumers perceive that shopping at other venues (including e-commerce) is more convenient, cost-effective, or otherwise more compelling, which could adversely affect our financial condition, operating results, and operating results.cash flows could be adversely impacted.


We may be unable to collect balances due from tenants that file for bankruptcy protection which could adversely affect our financial condition and operating results.
We have seen an increase in retailer bankruptcies in recent years, including some current and former tenants. If a tenant files for bankruptcy, we may not be able to collect amounts owed by that party prior to filing for bankruptcy. In addition, after filing for bankruptcy, a tenant may terminate any or all of its leases with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term. In these situations, we cannot be certain that we will be able to re-lease space on similar or economically advantageous terms, which could adversely affect our financial condition and operating results.

Our performance depends on the financial health of tenants in our Portfolio and our continued ability to collect rent when due. Significant retailer distress across our Portfolio could adversely affect our financial condition, operating results, and operating results.cash flows.
Our income is substantially derived fromcomprised of rental income from real property. As a result, our performance depends on the collection of rent from tenants in our Portfolio. Our income would be negativelyadversely affected if a significant number of our tenants in our Portfolio failfailed to make rental payments when due as a result of
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either operating challenges or reject leases through bankruptcy. In addition, many of our tenants rely on external sources of financing to operate and grow their businesses, and any disruptions in credit markets couldthat adversely affect the ability of our tenants’ abilitytenants to obtain debt financing aton favorable ratesterms or at all. If our tenants are unable to secure financing necessary to continue to operate or expand their businesses, they may be unable to meet their rentrental obligations, renew leases, or enter into new leases or renew leases with us, or be forced to declare bankruptcy and reject their leases with us, which could adversely affect our financial condition, operating results, and operating results.cash flows could be adversely impacted.


In certain circumstances, a tenant may have a right to terminate itstheir lease. In addition, under certain lease agreements, lease terminations by an anchor tenant orFor example, a failure by an anchor tenant to occupy thetheir leased premises could also result inpotentially trigger lease terminationstermination rights or reductions in rent paid bydue from certain other tenants in that shopping center. In the event of such shopping centers. In these situations,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 revenuesincome 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.results, and cash flows.


Our expenses may remain constant or increase, even if income from our Portfolio decreases, which could adversely affect our financial condition and operating results.decreases.
Costs associated with our business, such as common area expenses, utilities, insurance, real estate and personal property taxes, insurance, utilities, mortgage payments,and corporate expenses, and maintenance, are relatively inflexible and generally do not decrease in the event that a property is not fully occupied,due to vacancy, decreasing rental rates, decrease, a tenant fails to pay rent collection issues, or other circumstances causingthat 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 our revenues decline our financial condition and operating results could be adversely affected. In addition, inflation could result in higher operating costs for us and our tenants and, to the extent weand/or are unable to fully pass along those cost increases to our tenants, could adversely affect our financial condition, operating results, and operating results.cash flows could be adversely impacted.


We intend to continue to sell non-strategic shopping centers. However,Our real estate property investments are relatively illiquid and itwe may not be possibleable to dispose of assets in a timely manner, or on favorable terms.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. Furthermore, weWe may be required to expend funds to correct defects or to make capital improvements before a


property can be sold and we cannot assurebe certain that we will have the funds available to make such capital improvements; and therefore, we may be unable to sell a property or may not be able to sell a property on favorable terms.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, andsuch as the credit agreement governing our senior unsecured credit facility agreement, as amended July 25, 2016, (the “UnsecuredUnsecured Credit Facility”).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 operating results.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 and other investments(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. In our estimate of cash flows, we consider factors such as trends and prospects and the effects of demand and competition on expected future operating income. If we are evaluating the potential sale of an asset or redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action as of the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there is impairment in the value of our real estate assets and other investments. Impairment charges have an immediate direct impact on our earnings. ThereWe 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 related to the impairment of our assets.future. Any future impairment could have a materialan adverse effect on our operating results in the period in which the charge is recorded.recognized.


We face competition in pursuing acquisition opportunities, thatwhich could limit our ability to grow and/or increase the cost of such acquisitions andand/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 these new propertiessuch acquisitions into our existing operations.
We continue to evaluate the market for available propertiespotential 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 re-develop themredevelop such properties is subject to a number ofseveral risks. We may be unable to acquire a desired property properties
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because of competition from other well-capitalized real estate investors, including from other well-capitalized REITs and institutional investment funds. Even if we are able to acquire a desired property,properties, competition from other potential acquirerssuch investors may significantly increase the purchase price. Weprice we must pay. In certain circumstances, we may also abandon acquisition activities after expending significant resources to pursue such opportunities. Once we acquire new properties, these properties may not yield expected returns for a number ofseveral 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) exposure to fluctuations in the general economy, including due to the significant time lag between signing definitive documentation to acquire a new property and the closing of the acquisition of a new property.acquisition. If any of these events occur, the cost of the acquisition may exceed, or the expected returns may not achieve, initial estimates, which may result in lower returns or losses from such investments.our financial condition, operating results, and cash flows could be adversely impacted.

Current and future redevelopment projects may not yield expected returns.
We are active in the redevelopment of our properties, and these redevelopment activities are subject to a number of risks, including: (1) abandonment of redevelopment after expending resources to pursue such opportunities; (2) construction delays; (3) cost overruns, including construction costs that exceed original estimates; (4) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (5)  changes to zoning or land use laws or the delays or failures to obtain necessary zoning, occupancy, land use and other governmental permits; and (6) exposure to fluctuations in the general economy due to the significant time lag between commencement and completion of redevelopment projects. If any of these events occur, overall project costs may significantly exceed initial cost estimates, which may result in lower returns or losses from such investments.


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, 2017,2023, we had approximately $5.7$4.9 billion aggregate principal amount of indebtedness outstanding, including $0.9 billion of secured loans, excluding the impact of unamortized premiums.outstanding. Our leverageindebtedness 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, on our indebtedness, reducing the cash flow available to fund our business, to pay dividends, including those necessary to maintain our REIT qualification, or to use for other purposes; (2) increase our vulnerability to an economic downturn; (3) limit our ability to withstanddownturn or various competitive pressures; and (4) reduce our flexibility to respond to changing business and economic conditions. In addition, non-compliance with the terms of our debt agreements could result in (1) the acceleration of a significant amount of debt;


(2) in the case of secured debt, result in the loss of specific assets due to foreclosure; and (3) materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing or refinancing on favorable terms or at all. Any of these outcomes could adversely affect our business, financial condition, operating results, cash flows or the per share trading price of our common stock.

Our cash flows and operating results could be adversely affected by required debt service payments and other risks related to our debt financing.
We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow may not be sufficient to satisfy required payments of principal and interest; (2) debt service obligations reduce funds available for distributions to our stockholders; (3) requiredpressures, as debt payments are not reduced if the economic performance of any property, or the Portfolio as a whole, declines; (4)deteriorates; and (3) limit our flexibility to respond to changing business and economic conditions. Since 2022, interest rates have been significantly higher than in recent years, and as a result we may not be able tocould face increased debt service costs when we refinance existingour indebtedness as necessary orin the future. In addition, non-compliance with the terms of such refinancing may be less favorable to us than the terms of the existing debt; (5) a default on our indebtednessdebt agreements could result in the acceleration of a significant amount of debt;indebtedness and (6) in the case of secured debt, the loss of specific assets duecould materially impair our ability to foreclosure. During 2018, we have $185.0 million of unsecured loans scheduledborrow unused amounts under existing financing arrangements or to mature and we have $18.1 million of scheduled mortgage amortization payments. We currently intend to fund the scheduled maturities and amortization payments with operating cash and borrowingsobtain additional financing on our Unsecured Credit Facility.favorable terms or at all. Any of these risksoutcomes could adversely affect our financial condition, operating results, orand 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 and operating results.flows.
BorrowingsSince 2022, interest rates have been significantly higher than in recent years. As of December 31, 2023, $500.0 million of borrowings under our Unsecured CreditTerm Loan Facility unsecured $600.0and $18.5 million term loan agreement, as amended on July 25, 2016 (the “$600 Million Term Loan”), and unsecured $300.0 million term loan agreement, as entered into on July 28, 2017 (the “$300 Million Term Loan”)of borrowings under our Revolving Facility bear interest at variable rates. IfIn addition, we had $1.23 billion of available liquidity under our Revolving Facility which would bear interest at variable rates were toupon borrowing. When interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed would remainremains the same, and our net income and cash flows would correspondingly decrease. In order to partially mitigate our exposure to increases in interest rates,rate risk, we have entered into interest rate swapsswap agreements on $1.4 billion$500.0 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 $1.9$0.2 million increase in annual interest expense.


We may be unable to obtain additional capital through the debt and equity markets which would haveon favorable terms or at all.
As a material adverse effectREIT, we must annually distribute at least 90% of our REIT taxable income to our stockholders. As a result, we depend on our growth strategyinternally generated free cash flow, proceeds from asset sales, and our financial conditioncapital raises in the debt and operating results.
We cannot assure that we will be able to access the capitalequity markets to obtain additional debt or equity financing or that we will be able to obtain capital on terms favorable to us.fund our business. Our access to external capital depends upon a number ofseveral 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 distributionsdistributions. Additionally, since 2022, interest rates have been significantly higher than in recent years. 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 the market price of our common stock.equity capital markets on favorable terms or at all. Our inability to obtain financing on favorable termsdebt or equity capital could result in: (1) a negative effect onin the disruption of our ability toto: (1) operate, maintain or reinvest in our Portfolio; (2) an inability to acquire new properties; (3) an inability to repay or refinance our indebtedness on or before maturity; (3) acquire new properties; or (4) the need to dispose of some of our assets on favorable terms which maydue to an immediate need for capital. As a result, our financial condition, operating results, and cash flows be unfavorable to us.adversely impacted.


Adverse changes in our credit rating could affect our borrowing capacityability and borrowing terms.the terms of existing or new financing.
Our credit worthinesscreditworthiness 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 viewed by the credit rating agencies as relevant to our industry and the economic outlook in general.industry. Our credit rating can affect our ability to access debt
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capital, as well as the terms of certain existing and potential future debt financing we obtain.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 operating results.cash flows.


Covenants in our debt agreements may restrictcould, under certain circumstances, result in an acceleration of our operating activities and adversely affect our financial condition.indebtedness.
Our debt agreements contain various financial and operating covenants, including, among other things, certain coverage ratios as well asand limitations on theour ability to incur secured and unsecured debt. In addition, certain of our mortgages contain customary negative covenants which, among other things, limit our ability, without the prior consent of the lender, to further mortgage or dispose of the property, to enter into new leases or materially modify certain existing leases at the property, or to redevelop the property. These covenants may limit our operational


flexibility and disposition activities. TheA breach of any of these covenants, if not cured within any applicable cure period, could result in a default under our indebtedness, which could result in theand 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, and operating results.

Legal proceedings related to the Audit Committee review may result in significant costs and expenses and divert resources from our operations and therefore could have a material adverse effect on our business, financial condition, operating results, orand cash flows.
As discussed under the heading “Legal Matters” in Note 14 – Commitments and Contingencies to our consolidated financial statements in this report, the Company is engaged in legal matters related to the Audit Committee review. As a result of these and possible future legal proceedings related to the Audit Committee review, we may incur significant professional fees and other costs, damages and fines, some of which may be in excess of our insurance coverage or not be covered by our insurance coverage. In addition, the SEC and the Department of Justice could impose other sanctions against us or our directors and officers, including injunctions, a cease and desist order and other equitable remedies. Our Board of Directors, management and employees may also expend a substantial amount of time on these legal proceedings and investigations, diverting resources and attention that would otherwise be directed toward our operations and implementation of our business strategy. Any of these events could have a material adverse effect on our business, financial condition, operating results or cash flows.


An uninsured property 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 inassociated 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, whichwhere coverages are limited or deductibles may be uninsurable, or not economically justifiable based on the cost of insuring against such losses.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, to obtain and keepkept in full force during the term of the lease, liability and property damage insurance policies.lease. However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. 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 aan insured loss that is subject to a substantial deductible, under an insurance policy, we could lose all or part of the capital invested in, and anticipated revenue from, one or more of the properties, which could adversely affect our financial condition, operating results, and operating results.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, real property 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 propertyproperties or disposed of by us or our tenants, as well as certain other potential costs whichthat 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 gasoline retailing facilities and thesegas stations, the prior or current usesuse of which could potentially increase our environmental liability exposure. The costcosts of investigation remediationand removal or removalremediation 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.


WeIn 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 soil and groundwater contamination exists at some of the properties in our Portfolio. The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene (associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the operations of on-site gasoline retailing facilities). There may also be asbestos-containing materials at some of the properties in our Portfolio.


Further, no assurance can be given that any 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.Portfolio; that any previous owner, occupant, or tenant did not create any material environmental condition unknown to us; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; or that changes in environmental laws and regulations will not result in additional environmental liabilities to us.


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Further information relating to recognition of remediation obligations in accordance with GAAP is discussed under the heading “Environmental matters” in Note 1415 – Commitments and Contingencies to our consolidated financial statementsConsolidated Financial Statements in this report.


Compliance with the Americans with Disabilities Act, and 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”("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 could requiremay necessitate the removal of access barriers and non-compliance could result in the imposition of fines by the United StatesU.S. government, or an awardawards of damages to private litigants, or both. We are continuing to assesscontinually 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. As a result, we could be required to expend funds to comply with the provisions of the ADA,issues, which could adversely affect our financial condition, operating results, and operating results.cash flows. In addition, we are required to operate the properties in compliance with fire, safety, and safetyenvironmental regulations, building codes, and other land use regulations, as they may be adopted by governmental agencies and 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 the properties subject to, those requirements. The resulting expendituresFurther, 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, orand cash flows.


We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential information andor other business disruptions.
We rely extensively on computerinformation technology ("IT") systems to process transactions and 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 andand/or computer systems. Attacks canmay be both individual andundertaken by individuals or may be highly organized attempts by very sophisticated hacking organizations. We employ a numbervariety of measures to prevent, detect, and mitigate these threats, which include password protection, frequent mandatory password change events, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing;threats; 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.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 disrupt and affect our business operations,also damage our reputation and result in significant litigationremediation costs and remediation costs.potential litigation. Similarly, our tenants rely extensively on computerIT systems to process transactions and manage their businesses and thus are also at risk from, and may be impacted by, cybersecurity attacks. An interruption in the business operationsattacks, which could impact their ability to pay rent timely or at all. A cybersecurity attack experienced by us or one of our tenants that results in an interruption in business operations and/or a deterioration in their reputation resulting from a cybersecurity attack could indirectly impactadversely affect our business operations.financial condition, operating results, and cash flows. As of December 31, 2017,2023, we have not had any material incidences involving cybersecurity attacks.


We are highly dependent upon seniorFurther information relating to cybersecurity risk management is discussed in Item 1C. "Cybersecurity" in this report.


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The direct and failureindirect 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 attract and retain key members of senior managementnon-carbon based energy, could have a material adverse effect on us.
We are highly dependent on the performance and continued efforts ofadversely affect our senior management team. Our future success is dependent on our ability to continue to attract and retain qualified executive officers and senior management. Any inability to manage our operations effectively could have a material adverse effect on our business, financial condition, operating results, orand 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 have resulted in and may in the future 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 attempt to qualify, or 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 or the termination of BPG’s REIT election could have an adverse effect on our financial condition, our operating results, ourand cash flow, the per share trading price of BPG’s common stock and our ability to satisfy our debt service obligations and to pay dividends to BPG’s stockholders.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 whichthat 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 mightmay receive a premium for their shares over the then currentthen-current market price of our common stock.


The rights of BPG and BPGBPG'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 current 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, BPG and BPG’s bylaws require, BPG to indemnify each of BPG’s directors orand officers who is or is threatened to be made a party to or witness in a proceeding by reason of his or her service in those or certain other capacities (or in a similar capacity at another entity at the request of BPG), to the maximum extent permitted byunder Maryland law, from and against any claim or liability to which such person may become subject or which such person may incur 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 in the event of actions that are not in BPG’s best interests.stockholders.



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BPG’s charter contains a provision that expressly permits BPG’s non-employee directors to compete with us.
BPG’s charter provides that, to the maximum extent permitted from time to time byunder Maryland law, BPG renouncerenounces 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 business activities or similar business activities or lines of business in which we or our affiliates engage or propose to engage orengage. These provisions may deprive us of opportunities which we may have otherwise wanted to refrain from otherwise competing with us or our affiliates.pursue.


BPG’s charter provides that, to the maximum extent permitted from time to time byunder 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 itthey were not BPG’s director or stockholder; and
•in his, her, or itstheir personal capacity or in his, her, or itstheir 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.

BPG’s charter also provides that, to the maximum extent permitted from time to time by Maryland law, in the event that any non-employee director, or any of their respective affiliates, acquires knowledge of a potential transaction or other business opportunity, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and may take any such opportunity for itself, himself or herself or offer it to another person or entity unless the business opportunity is expressly offered to such person in their capacity as our director. These provisions may limit our ability to pursue business or investment opportunities that we might otherwise have had the opportunity to pursue, which could have an adverse effect on our financial condition, operating results, cash flows and the per share trading price of our common stock.


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 expectsintends to continue to operate so as to qualify as a REIT under the Code.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. H.R. 1, the tax reform legislation signed into law on December 22, 2017 and which generally takes effect for taxable years beginning on or after January 1, 2018, makes fundamental changes to the U.S. federal income tax laws applicable to businesses and their owners, including REITs and their stockholders.


If BPG fails to qualify as a REIT in any taxtaxable 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 normalregular 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 otherwise attractive investments or foregoforgo otherwise attractive investment opportunities.opportunities, and/or may discourage BPG from disposing of certain assets.
In order to qualify as a REIT, BPG must also ensure that, atsatisfy various requirements relating to the endtypes of each calendar quarter, at least 75% ofassets it holds and the valuenature of its assets consists of cash, cash equivalents, government securities and qualified REIT real estate assets. BPG’s investments in securities cannot include more than 10% of the outstanding voting securities of any one issuer or 10% of the total value of the outstanding securities of any one issuer unless (1) such issuer is a REIT, (2) BPG and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code, or (3) for purposes of the 10% value limitation only, the securities satisfy certain requirements and are not considered “securities” for this test. The total value of all of BPG’s investments in taxable REIT subsidiaries cannot exceed 25% (20% effective for taxable years beginning after December 31, 2017) of the value of BPG’s total assets.income. In addition, no more than 5% of the value of BPG’s assets can consist of the securities of any one issuer other than a taxable REIT subsidiary, and no more than 25% of the value of BPG’s total assets may be represented by debt instruments issued by “publicly offered REITs” (as defined under the Code) that are “nonqualified” (e.g., not secured by real property or interests in real property). If BPG fails to comply with these requirements, BPG must dispose of a portion of its assets within 30 days after the end of the calendar quarter in order to avoid losing its REIT status and suffering adverse tax consequences. As a result,satisfy these technical requirements, BPG may be required to liquidate from its
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portfolio, or contribute to a taxable REIT subsidiaries (“TRSs”),subsidiary, otherwise attractive investments in order to maintain its qualification as a REIT. These actions could have the effect of reducingreduce BPG’s income and amounts available for distribution to its stockholders. BPG may be unable to pursue investments that would otherwise be advantageous to it in order to satisfy the income or asset diversification requirements for qualifying as a REIT. Thus, compliance with REIT requirements may hinder BPG’s ability to operate solely on the basis of maximizing profits.



From time to time, BPG’s cash flows may be insufficient to fund distributions required to maintain our qualification as a REIT. If BPG does not have other funds available in these situations, we may need to borrow funds on a short-term basis or sell assets, even if the then-prevailing market conditions are not favorable for these borrowings or sales, in order to satisfy our REIT distribution requirements. These options could adversely affect BPG’s financial condition, operating results or cash flows.


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. ThisAlthough 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 propertycertain properties if it believes such sales could be treated as a prohibited transaction.transactions. However, BPG would not be subject to this tax if it were to sell such assets through its TRS.

Complying witha taxable REIT requirements may limit BPG’s ability to hedge effectively and may cause BPG to incur tax liabilities.
The REIT provisions of the Code substantially limit BPG’s ability to hedge its liabilities. Any income from a hedging transaction BPG enters into to manage the risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets, or manage the risk of certain currency fluctuations, if clearly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests that BPG must satisfy in order to maintain its qualification as a REIT. To the extent that BPG enters into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, BPG intends to limit its use of hedging techniques that are not clearly identified under applicable Treasury Regulations or implement those hedges through a domestic TRS. This could increase the cost of BPG’s hedging activities because its TRS would be subject tosubsidiary, instead incurring tax on gains or it could expose BPG to greater risks than BPG would otherwise want to bear.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 other 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 personindividual 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 personsindividuals to be deemed to be constructively owned by one person.individual. As a result, the acquisition of less than 9.8% of BPG’s outstanding common stock or BPG’s capital stock by a personan individual could cause a personthe 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. 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. 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 personindividual 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 currentthen-current market price of ourBPG’s common stock, (andand even if such change in control would not reasonably jeopardize BPG’s REIT status). The exemptions to the ownership limit granted to date may limit BPG’s board of directors’ power to increase the ownership limit or grant further exemptions in the future.status.






Failure to qualify as a domestically-controlled REIT could subject BPG’s non-U.S. stockholders to adverse U.S. federal income tax consequences.
BPG will be a domestically-controlled REIT if, at all times during a specified testing period, less than 50% in value of its shares are held directly or indirectly by non-U.S. stockholders. Because its shares are publicly traded, BPG cannot guarantee that it will, in fact, be a domestically-controlled REIT. If BPG fails to qualify as a domestically-controlled REIT, its non-U.S. stockholders that otherwise would not be subject to U.S. federal income tax on the gain attributable to a sale of BPG’s shares would be subject to taxation upon such a sale if either (a) the shares were not considered to be “regularly traded” under applicable Treasury regulations on an established securities market, such as the NYSE, or (b) the shares were considered to be “regularly traded” on an established securities market and the selling non-U.S. stockholder owned, actually or constructively, more than 10% in value of the outstanding shares at any time during specified testing periods. If gain on the sale or exchange of BPG’s shares was subject to taxation for these reasons, the non-U.S. stockholder would be subject to federal income tax with respect to any gain on a net basis in a manner similar to the taxation of a taxable U.S. stockholder, subject to any applicable alternative minimum tax and special alternative minimum tax in the case of nonresident alien individuals, and corporate non-U.S. stockholders may be subject to an additional branch profits tax.


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 gain.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 the full amounta portion, if not all, of such distributions as ordinary dividend income to the extent of BPG’s current or accumulated earnings and profits, as determined for U.S. federal income tax purposes.income. As a result, U.S. stockholders may be required to pay income taxes with respect to such distributions in excess of the cash portion of the distribution received. Accordingly, U.S. stockholders receiving a distribution of BPG’s sharesreceived 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. Furthermore, with respect to certain non-U.S. stockholders, BPG may be required to withhold U.S. tax with respect to such distribution, including in respect of all or a portion of such distribution that is payable in stock, by withholding or disposing of part of the shares included in such distribution and using the proceeds of such disposition to satisfy the withholding tax imposed. In addition, if a significant number of BPG’s stockholders determineelect to sell shares of BPG’s stock in order to pay taxes owed on dividend income, such salesales may put downward pressure on the market price of BPG’s stock.


Dividends payable
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Item 1B. Unresolved Staff Comments
None.

Item 1C. Cybersecurity
Given the critical importance of cybersecurity, including data privacy, we believe we have developed a comprehensive cybersecurity program, supported by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicablerobust risk management and oversight procedures. We are committed to qualified dividend income payable by non-REIT “C” corporations to certain non-corporate U.S. stockholders has been reduced by legislation to 23.8% (takingimplementing leading data protection standards and have a comprehensive set of written policies and standards that take into account the 3.8% Medicare tax applicableguidance of industry-standard cybersecurity frameworks.

Management and Board Oversight
We have dedicated cybersecurity resources led by our Chief Information Officer ("CIO"), who regularly provides reports to net investment income). Dividends payable by REITs, however, generally are not eligible forour executive officers, including the reduced rates. Effective for taxableCEO and CFO. Our CIO has over 20 years beginning after December 31, 2017 and before January 1, 2026, non-corporate U.S. stockholders may deduct 20% of their dividends from REITs (excluding qualified dividend income and capital gains dividends). For non-corporate U.S. stockholdersexperience in the top marginal tax bracketcybersecurity and IT fields and holds multiple degrees, including a Bachelor of 37%Science in Information Science and a Master of Business Administration. Additionally, our CIO is a Certified Information Security Manager.

We have developed a cybersecurity incident response plan ("CSIRP") for cybersecurity incidents that may jeopardize the confidentiality, integrity, or availability of our IT systems. Our CSIRP guides the internal response to cybersecurity incidents, following a process that generally aligns with the industry-standard cybersecurity frameworks. Pursuant to the CSIRP and its escalation protocols, we engage the incident response team ("IRT"), which includes designated personnel responsible for: (1) analyzing the deduction for REIT dividends yieldsseverity of the incident and associated threat; (2) notifying management of the threat; (3) containing the threat; (4) eradicating the threat; (5) restoring data and access to systems; (6) working with management to determine the reporting and disclosure obligations associated with the incident; and (7) performing post-incident analysis and improvements. The IRT is led by an effective income tax rate of 29.6% on REIT dividends,incident response coordinator, which is higher than the 20% tax rate on qualified dividend income paid by non-REIT “C” corporations. This does not adversely affect the taxation of REITs; however, the more favorable rates applicable to non-REIT “C” corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocksevent of non-REIT “C” corporations that pay dividends, which could adversely affecta cybersecurity incident would generally be the valueCIO, and includes members of our IT resources, risk management, legal, communications, finance, and accounting teams, in addition to any other necessary personnel depending on the particular facts and circumstances of the sharesincident. When a cybersecurity incident is detected, the incident response coordinator notifies relevant members of REITs, including BPG.management, as appropriate and consistent with the escalation protocols of the CSIRP, such as the CEO, CFO, and General Counsel, and provides an assessment of the incident and containment strategy, if applicable.


Tax lawsWe consider cybersecurity as part of our broader consideration of business strategy and related interpretations may change at any time, and any such legislative or other actions could have a negative effect on BPG.
The IRS, the United States 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 taxationrisk management. Our board of BPG or BPG’s stockholders. In particular, H.R. 1 makes many significant changesdirectors has delegated to the U.S. federal income tax laws that will profoundly impact


Audit Committee the taxationresponsibility of individualsoverseeing our risk management program, including risk assessment, risk management, and corporations (both non-REIT “C” corporations as well as corporations that have elected to be taxed as REITs).risk mitigation policies and programs. A numberkey part of changes that affect non-corporate taxpayers will expire atthis responsibility is overseeing the end of 2025 unless Congress acts to extend them. These changes will impact BPG and BPG’s stockholders in various ways, some of which are adverse or potentially adverse compared to prior law. To date, the IRS has issued only limited guidancecybersecurity program. The Audit Committee receives quarterly updates from our CIO with respect to the cybersecurity program, including current threat levels and ongoing program enhancements. The Audit Committee oversees our compliance with the industry-standard cybersecurity frameworks, our cybersecurity insurance coverage, cybersecurity-related internal controls, penetration testing, the CSIRP, business continuity plans, and threat assessments. The Audit Committee also periodically evaluates our cyber strategy to ensure its effectiveness, including benchmarking against our peers.

Processes for Assessing, Identifying, and Managing Material Risks from Cybersecurity Threats
Our cybersecurity program has four components: (1) preparation and prevention; (2) detection and analysis; (3) incident response including containment, eradication, recovery, and reporting; and (4) post-incident analysis and program enhancements.

Preparation and Prevention
We utilize a variety of tools, processes, software, and hardware that are managed and monitored by our IT resources and third-party vendors, as applicable, to prevent and prepare for cybersecurity threats. We conduct regular internal and external security audits and vulnerability assessments to reduce the risk of a cybersecurity incident and we implement business continuity, contingency, and recovery plans to mitigate the impact of an incident. As part of these efforts, we engage a third party to conduct penetration testing and an external review of our vulnerabilities. We continue to strengthen access management mechanisms including broad adoption of multi-factor authentication, geolocation-based blocking, and network segmentation. To support our preparedness, we perform tabletop exercises at least once a year to test our CSIRP.

15

We recognize that threat actors frequently target employees to gain unauthorized access to information systems. Therefore, a key element of our prevention efforts is comprehensive employee training to recognize and respond to cybersecurity threats. All new hires receive mandatory privacy and information security training. Employees must also complete mandatory ongoing annual cybersecurity and data trainings, which are supplemented throughout the year by regular phishing and other cyber-related testing. Additionally, we conduct specialized training for our high-risk employees on an annual basis and specialized training for employees with access to certain sensitive information systems. These trainings and tests are tracked throughout the year for each employee and are directly tied to their overall compensation.

We recognize that our third-party vendors can be subject to cybersecurity incidents which may impact us. To mitigate third-party risk, vendor access to network resources is reviewed, authorized, and monitored by our IT resources, including requirements for our third-party vendors’ cybersecurity, estimated termination dates for network access, and regular reviews of all third-party vendor accounts and after access is granted, it is managed through various security tools. Third-party IT vendors are also subject to additional diligence such as questionnaires, inquiries, and relevant certifications.

Detection and Analysis
Cybersecurity incidents may be detected through a variety of means and indicators, which may include, but are not limited to, alerts from customers, employees, vendors, service providers, other third parties, and/or automated event-detection notifications. Once a potential cybersecurity incident is identified, including a third-party cybersecurity event, the incident response coordinator follows the procedures pursuant to the CSIRP to investigate the potential incident, including classifying the nature and severity of the new provisions,event (e.g. malware, ransomware, service interruption, denial of service, distributed denial of service, personal data breach, intellectual property breach, theft, or fraud) and there are numerous interpretive issues that will require guidance. Itsensitivity of any compromised data.

Containment, Eradication, Recovery, and Reporting
With every cybersecurity incident, the highest priority for the IRT is highly likely that technical corrections legislation will be needed to clarify certain aspectscontain the cybersecurity incident as quickly as possible. A cybersecurity incident is considered contained when the attacker’s ability to affect the network resources has been effectively controlled or stopped, the affected system(s) have been identified, and compromised data, memory image, and disks have been collected for analysis. The IRT is responsible for deciding on a containment strategy to respond to the cybersecurity incident, coordinating resources, and communicating to management with subsequent notification to the Audit Committee, if warranted.

The IRT also directs and coordinates eradication and recovery efforts. Eradication and recovery activities depend on the nature of the new lawcybersecurity incident, which may include, but are not limited to, rebuilding systems and/or hosts, replacing compromised files with clean versions, validation of files or data that may have been affected, increased network monitoring or logging to identify recurring attacks, or employee re-training.

Containment, eradication, and give proper effect to Congressional intent. There canrecovery may be no assurance, however, that technical clarificationsaided by third-party vendors or changes needed to prevent unintended or unforeseen tax consequencesinvestigators. The incident response coordinator, in consultation with the IRT and management, will be enacted by Congressengage all third parties involved in the near future.incident.


Risks RelatedOur CSIRP provides clear communication protocols, including with respect to Ownershipmembers of BPG’s Common Stock
The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels and, as a result, we may use borrowed funds to make distributions or we may be unable to make distributions inmanagement, including the future.
If cash available for distributions decreases in future periods, our inability to make expected distributions could result in a decrease in the market price of BPG’s common stock. See “Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.” All distributions will be made at the discretion of BPG’s board of directors and will depend on our earnings, our financial condition, maintenance of BPG’s REIT qualification and other factors as BPG’s board of directors may deem relevant from time to time. We may not be able to make distributions in the future or we may need to fund a portion or allmembers of the distributionIRT, CEO, CFO, CIO, General Counsel, Audit Committee, and external counsel, particularly with borrowed funds. If we borrowrespect to fund distributions,legal obligations to report the incident to tenants, regulators, and law enforcement and, if applicable, our future interest costs would increase, thereby reducing our earningsSEC reporting obligations.

Post-Incident Activity
After recovery, the IRT gathers and cash available for distribution from what they otherwise would have been. To the extent that we decidepreserves all incident-related documentation and conducts a post-incident analysis to make distributions in excess of our currentidentify and accumulated earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposesimplement enhancements to the extentcybersecurity program that can mitigate the risk and/or severity of future incidents. The results of these reviews are shared with management and the Audit Committee. The incident response coordinator typically oversees the preparation of the holder’s adjusted tax basis in their shares. A return of capital is not taxable, but it has the effect of reducing the holder’s adjusted tax basis informal incident report, its investment. To the extent that distributions exceed the adjusted tax basis of a holder’s shares, they will be treated as gain from the sale or exchange of such stock.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding BPG’s common stock, BPG’s share price and trading volume may decline.
The trading market for BPG’s shares is influenced by the research and reports that securities or industry analysts publish about us or our business. Events that could adversely affect BPG’s share price and trading volume include: (1) BPG’s operating results being below the expectations of securities and industry analysts and investors; (2) downgrades or inaccurate or unfavorable research about BPG’s business published by analysts; or (3) the termination of research coverage or the failure by analysts to regularly publish reports on us, which may cause us to lose visibility in the financial markets. A less liquid market for BPG’s shares may also impair our ability to raise additional equity capital by issuing shares and may impair our ability to acquire additional properties or other businesses by using BPG’s shares as consideration.

The market price of BPG’s common stock could be adversely affected by market conditions and by our actual and expected future earnings and level of distributions.
The stock market in general,distribution, and the NYSE and REIT markets in particular experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market priceimplementation of shares without regard to our operating performance. For example, the trading prices of equity securities issued by REITs have historically been affected by changes in market interest rates. An increase in market interest rates, or a decrease in our distributions to stockholders, may lead prospective purchasers of shares of BPG’s common stock to demand a higher distribution rate or seek alternative investments. The market value of equity securities is also based upon the market’s perception of the growth potential and current and potential future cash distributions of a security, whether from operations, sales or refinancings, and, for REITs, is secondarily based upon the real estate market value of the underlying assets. Our failure to meet the market’s expectations with regard to future earnings and distributions would likely adversely affect the market price of BPG’s common stock.any enhancements identified through these reviews.


Item 1B. Unresolved Staff Comments
None.



Item 2.PropertiesCybersecurity Risks
As of December 31, 2017,2023, we have not had any material incidences involving cybersecurity attacks. However, we face risks associated with security breaches, whether through cyber-attacks or cyber-intrusions over the Internet,
16

ransomware and other forms of malware, computer viruses, attachments to emails, phishing attempts, or other scams. Although we make efforts to maintain the security and integrity of our networks and systems including the proprietary, confidential, and personal information that resides on or is transmitted through them, and we have implemented various cybersecurity policies and procedures to manage the risk of a security incident or disruption. However, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging. See “We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential information or other business disruptions” in Item 1A. "Risk Factors" for further information relating to cybersecurity risks.
17

Item 2. Properties
As of December 31, 2023, our Portfolio consistedwas comprised of 486362 shopping centers withtotaling approximately 8364 million square feet of GLA. In addition, we have one land parcel currently under development. Our high qualityhigh-quality national Portfolio is primarily located within established trade areas in the top 50 MSAs,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. OurAs of December 31, 2023, our three largest tenants by annualized base rent areABR were The TJX Companies, Inc., The Kroger Co., and Dollar TreeBurlington Stores, Inc.


The following table summarizes theour top 20 tenants, ranked by ABR, in our Portfolio as of December 31, 20172023 (dollars in thousands)thousands, except for PSF amounts):
Retailer
Owned Leases(1)
Leased GLA(1)
Percent of GLA(1)
ABR(1)
Percent of ABR(1)
 ABR PSF(1)
The TJX Companies, Inc.90 2,624,402 4.1 %$33,239 3.4 %$12.67 
The Kroger Co.44 2,994,662 4.6 %22,712 2.3 %7.58 
Burlington Stores, Inc.40 1,663,459 2.6 %19,716 2.0 %11.85 
Dollar Tree Stores, Inc.119 1,364,427 2.1 %16,423 1.7 %12.04 
Publix Super Markets, Inc.31 1,431,891 2.2 %14,559 1.5 %10.17 
Ross Stores, Inc43 1,110,510 1.7 %13,946 1.4 %12.56 
L.A Fitness International, LLC14 566,362 0.9 %10,994 1.1 %19.41 
Five Below, Inc.58 550,050 0.9 %10,964 1.1 %19.93 
Amazon.com, Inc. / Whole Foods Market Services, Inc.15 595,292 0.9 %10,630 1.1 %17.86 
PetSmart, Inc.28 607,653 0.9 %10,381 1.1 %17.08 
Albertson's Companies, Inc14 750,202 1.2 %9,679 1.0 %12.90 
Ahold Delhaize16 864,919 1.3 %9,469 1.0 %10.95 
Ulta Beauty, Inc.34 378,884 0.6 %9,136 0.9 %24.11 
Kohl's Corporation14 1,051,137 1.6 %8,772 0.9 %8.35 
PETCO Animal Supplies, Inc.35 480,017 0.7 %8,544 0.9 %17.80 
Big Lots, Inc.29 975,534 1.5 %7,242 0.7 %7.42 
The Michaels Companies, Inc.21 472,884 0.7 %6,229 0.6 %13.17 
Best Buy Co., Inc.11 413,875 0.6 %5,261 0.5 %12.71 
Staples, Inc.19 397,969 0.6 %5,146 0.5 %12.93 
CVS Health15 222,799 0.3 %5,055 0.5 %22.69 
TOP 20 RETAILERS690 19,516,928 30.0 %$238,097 24.2 %$12.20 
(1)     Includes only locations which are owned or guaranteed by the parent company. Excludes all franchise locations.























18
Retailer Owned Leases Leased GLA 
Percent of Total
Portfolio GLA
 Leased ABR Percent of Portfolio Leased ABR  ABR PSF
The TJX Companies, Inc. 90
 2,805,560
 3.4% $29,966
 3.2% $10.68
The Kroger Co. 65
 4,258,570
 5.1% 29,890
 3.1% 7.02
Dollar Tree Stores, Inc. 155
 1,766,751
 2.1% 18,372
 1.9% 10.40
Publix Super Markets, Inc. 37
 1,676,247
 2.0% 15,723
 1.7% 9.38
Wal-Mart Stores, Inc. 25
 3,085,756
 3.7% 13,613
 1.4% 4.41
Ahold Delhaize 24
 1,294,441
 1.6% 13,095
 1.4% 10.12
Burlington Stores, Inc. 23
 1,572,515
 1.9% 12,883
 1.4% 8.19
Albertsons Companies, Inc. 21
 1,194,862
 1.4% 12,758
 1.3% 10.68
Ross Stores, Inc 35
 958,511
 1.2% 10,555
 1.1% 11.01
Bed Bath & Beyond, Inc. 33
 809,213
 1.0% 10,411
 1.1% 12.87
Big Lots, Inc. 44
 1,454,514
 1.8% 9,394
 1.0% 6.46
PetSmart, Inc. 29
 646,099
 0.8% 9,390
 1.0% 14.53
L.A Fitness International, LLC 13
 552,515
 0.7% 8,689
 0.9% 15.73
PETCO Animal Supplies, Inc. 37
 491,801
 0.6% 8,302
 0.9% 16.88
Best Buy Co., Inc. 15
 613,462
 0.7% 8,262
 0.9% 13.47
Office Depot, Inc. 32
 700,208
 0.8% 7,814
 0.8% 11.16
Party City Holdco Inc. 35
 510,998
 0.6% 7,452
 0.8% 14.58
DICK’S Sporting Goods, Inc. 14
 539,639
 0.7% 7,430
 0.8% 13.77
Staples, Inc. 27
 562,443
 0.7% 7,022
 0.7% 12.48
The Michaels Companies, Inc. 26
 581,254
 0.7% 6,841
 0.7% 11.77
TOP 20 RETAILERS 780
 26,075,359
 31.5% $247,862
 26.1% $9.51

























The following table summarizes the geographic diversity of our Portfolio by state, ranked by ABR, as of December 31, 20172023 (dollars in thousands, expect per square foot information)for PSF amounts):
StateNumber of Properties GLAPercent BilledPercent Leased ABR ABR PSFPercent of Number of PropertiesPercent of GLAPercent of ABR
1 Florida49 8,439,815 91.5 %96.5 %$136,003 $17.07 13.5 %13.1 %14.0 %
2 Texas48 7,404,115 88.2 %93.7 %113,092 17.07 13.3 %11.5 %11.7 %
3 California28 5,179,959 92.6 %97.0 %111,685 23.98 7.7 %8.0 %11.6 %
4 Pennsylvania24 4,328,200 89.4 %94.6 %68,316 20.52 6.6 %6.7 %7.1 %
5 New York26 3,398,142 91.5 %95.9 %68,082 21.22 7.2 %5.3 %7.1 %
6 Illinois16 4,219,418 83.5 %87.9 %55,701 15.37 4.4 %6.5 %5.7 %
7 New Jersey16 2,821,891 94.6 %96.2 %47,386 18.53 4.4 %4.4 %5.0 %
8 Georgia26 3,627,261 93.1 %94.7 %46,873 14.16 7.2 %5.6 %4.8 %
9 North Carolina13 3,056,642 94.2 %95.2 %40,110 14.55 3.6 %4.7 %4.1 %
10 Michigan15 2,804,178 87.5 %95.3 %36,681 14.33 4.1 %4.4 %3.8 %
11 Ohio13 2,893,261 90.9 %93.6 %35,990 15.42 3.6 %4.5 %3.7 %
12 Tennessee7 1,790,636 94.5 %97.3 %23,518 13.82 1.9 %2.8 %2.4 %
13 Colorado7 1,590,065 90.9 %94.4 %22,622 16.01 1.9 %2.5 %2.3 %
14 Massachusetts10 1,504,804 91.9 %97.7 %21,363 16.33 2.8 %2.3 %2.2 %
15 Connecticut9 1,464,045 88.7 %94.5 %20,655 15.17 2.5 %2.3 %2.1 %
16 Kentucky7 1,676,048 94.5 %98.4 %19,643 13.17 1.9 %2.6 %2.0 %
17 South Carolina8 1,453,568 85.4 %87.7 %18,419 14.72 2.2 %2.3 %1.9 %
18 Minnesota9 1,269,831 86.0 %87.0 %16,347 16.18 2.5 %2.0 %1.7 %
19 Indiana5 1,204,891 94.6 %98.2 %14,932 12.73 1.4 %1.9 %1.5 %
20 New Hampshire5 672,051 89.2 %97.4 %9,813 15.63 1.4 %1.0 %1.0 %
21 Virginia5 735,614 94.6 %94.9 %9,450 14.82 1.4 %1.1 %1.0 %
22 Wisconsin3 520,340 92.5 %97.6 %6,379 12.56 0.8 %0.8 %0.7 %
23 Maryland2 371,986 98.8 %98.8 %6,240 17.52 0.6 %0.6 %0.6 %
24 Missouri4 495,523 90.4 %91.5 %4,620 10.26 1.0 %0.8 %0.5 %
25 Alabama1 410,401 91.5 %91.7 %4,273 11.63 0.3 %0.6 %0.4 %
26 Kansas2 376,599 94.0 %95.6 %3,728 13.34 0.6 %0.6 %0.4 %
27 Vermont1 223,314 88.5 %98.6 %2,251 10.23 0.3 %0.3 %0.2 %
28 Arizona1 165,350 79.3 %100.0 %2,194 13.27 0.3 %0.3 %0.2 %
29 Maine1 287,533 97.9 %100.0 %2,056 17.26 0.3 %0.4 %0.2 %
30 West Virginia1 75,344 44.8 %44.8 %527 15.61 0.3 %0.1 %0.1 %
TOTAL362 64,460,825 90.6 %94.7 %$968,949 $16.88 100.0 %100.0 %100.0 %
               Percent of    
   Number of   Percent Percent     Number of Percent Percent
 State Properties  GLA Billed Leased  ABR 
 ABR PSF(1) 
 Properties of GLA of ABR
1
Texas 65
 9,510,391
 90.1% 92.2% $110,084
 $13.36
 13.4% 11.5% 11.6%
2
Florida 55
 8,772,427
 88.8% 90.7% 106,280
 13.86
 11.3% 10.6% 11.2%
3
California 32
 6,121,721
 94.6% 97.4% 103,347
 18.73
 6.6% 7.4% 10.9%
4
Pennsylvania 34
 5,837,674
 93.8% 94.5% 67,760
 14.71
 7.0% 7.0% 7.1%
5
New York 28
 3,559,268
 92.0% 93.7% 60,817
 18.72
 5.8% 4.3% 6.4%
6
Illinois 22
 4,709,788
 81.7% 85.4% 48,143
 12.58
 4.5% 5.7% 5.1%
7
Georgia 35
 4,856,395
 89.5% 91.2% 45,817
 10.62
 7.2% 5.9% 4.8%
8
New Jersey 18
 3,089,307
 89.9% 92.8% 42,963
 15.89
 3.7% 3.7% 4.5%
9
North Carolina 20
 4,241,985
 92.6% 93.2% 42,210
 11.43
 4.1% 5.1% 4.4%
10
Ohio 21
 4,088,047
 93.1% 94.0% 40,546
 11.99
 4.3% 4.9% 4.3%
11
Michigan 19
 3,902,104
 90.2% 91.1% 37,742
 13.22
 3.9% 4.7% 4.0%
12
Connecticut 13
 2,162,501
 93.5% 95.1% 30,065
 15.66
 2.7% 2.6% 3.2%
13
Tennessee 15
 3,062,513
 91.1% 92.7% 29,688
 11.03
 3.1% 3.7% 3.1%
14
Massachusetts 11
 1,871,739
 93.1% 95.7% 21,722
 15.41
 2.3% 2.3% 2.3%
15
Colorado 6
 1,473,147
 87.0% 90.8% 19,293
 14.49
 1.2% 1.8% 2.0%
16
Kentucky 9
 2,074,205
 94.0% 94.9% 18,721
 10.45
 1.9% 2.5% 2.0%
17
Indiana 12
 1,877,402
 83.3% 88.7% 15,908
 10.86
 2.5% 2.3% 1.7%
18
Minnesota 9
 1,362,713
 88.7% 91.3% 15,443
 13.10
 1.9% 1.6% 1.6%
19
Virginia 10
 1,392,586
 90.9% 91.0% 14,342
 11.92
 2.1% 1.7% 1.5%
20
South Carolina 7
 1,307,923
 90.1% 91.4% 14,172
 12.11
 1.4% 1.6% 1.5%
21
New Hampshire 5
 772,770
 89.9% 90.1% 7,764
 13.89
 1.0% 0.9% 0.8%
22
Missouri 6
 865,816
 88.6% 92.2% 6,782
 8.67
 1.2% 1.0% 0.7%
23
Maryland 4
 468,667
 98.3% 98.3% 6,660
 14.46
 0.8% 0.6% 0.7%
24
Wisconsin 4
 704,098
 90.7% 91.6% 6,656
 10.76
 0.8% 0.9% 0.7%
25
Alabama 3
 888,284
 64.9% 69.9% 5,169
 8.61
 0.6% 1.1% 0.5%
26
Iowa 4
 723,408
 94.3% 94.3% 4,312
 6.42
 0.8% 0.9% 0.5%
27
Louisiana 4
 619,143
 79.6% 80.7% 3,432
 7.48
 0.8% 0.7% 0.4%
28
Nevada 1
 278,411
 100.0% 100.0% 3,269
 11.89
 0.2% 0.3% 0.3%
29
Arizona 2
 288,110
 92.1% 92.1% 3,204
 12.08
 0.4% 0.3% 0.3%
30
Kansas 2
 370,239
 92.6% 93.2% 3,178
 11.85
 0.4% 0.4% 0.3%
31
Mississippi 2
 333,275
 88.6% 88.6% 3,077
 10.91
 0.4% 0.4% 0.3%
32
Delaware 1
 191,974
 98.3% 98.3% 2,238
 11.86
 0.2% 0.2% 0.2%
33
West Virginia 2
 251,500
 98.0% 98.0% 2,103
 8.53
 0.4% 0.3% 0.2%
34
Vermont 1
 224,514
 98.6% 98.6% 1,973
 8.92
 0.2% 0.3% 0.2%
35
Maine 1
 287,513
 90.0% 90.0% 1,872
 20.69
 0.2% 0.3% 0.2%
36
Oklahoma 1
 186,851
 100.0% 100.0% 1,850
 9.90
 0.2% 0.2% 0.2%
37
New Mexico 2
 83,800
 100.0% 100.0% 966
 11.53
 0.4% 0.1% 0.1%
                    
TOTAL(2)
 486
 82,812,209
 90.3% 92.2% $949,568
 $13.47
 100.0% 100.0% 100.0%
(1)     ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee owned leasehold improvements.
(2)     Individual values may not add up to totals due to rounding.

















The following table summarizes certain information for our Portfolio by unit size, as of December 31, 20172023 (dollars in thousands, expect per square foot information)for PSF amounts):
Number of
Units		GLAPercent of GLAPercent BilledPercent Leased ABRPercent of ABRABR PSF
≥ 35,000 SF401 22,733,414 35.2 %95.0 %97.8 %$219,190 22.6 %$11.21 
20,000 – 34,999 SF
491 12,812,019 19.9 %90.7 %95.3 %147,803 15.3 %12.22 
10,000 – 19,999 SF
607 8,290,068 12.9 %91.4 %96.5 %122,645 12.7 %15.75 
5,000 – 9,999 SF
1,108 7,661,299 11.9 %85.9 %91.8 %143,111 14.8 %21.19 
< 5,000 SF6,056 12,964,025 20.1 %85.0 %89.4 %336,200 34.6 %30.00 
TOTAL8,663 64,460,825 100.0 %90.6 %94.7 %$968,949 100.0 %$16.88 
TOTAL ≥ 10,000 SF1,499 43,835,501 68.0 %93.1 %96.8 %$489,638 50.6 %$12.41 
TOTAL < 10,000 SF7,164 20,625,324 32.0 %85.3 %90.3 %479,311 49.4 %26.69 



19
 
Number of
Units
 GLA Percent Billed Percent Leased Percent of Vacant GLA  ABR 
ABR PSF(1)
≥ 35,000 SF551
 33,701,794
 95.7% 96.4% 18.5% $264,145
 $9.49
20,000 – 34,999 SF
549
 14,426,956
 91.5% 95.3% 10.5% 139,778
 10.38
10,000 – 19,999 SF
726
 9,898,302
 90.2% 92.5% 11.5% 118,542
 13.27
5,000 – 9,999 SF
1,336
 9,223,650
 83.6% 85.6% 20.5% 128,292
 16.96
< 5,000 SF7,456
 15,561,507
 81.8% 83.8% 39.0% 298,811
 23.59
TOTAL10,618
 82,812,209
 90.3% 92.2% 100.0% $949,568
 $13.47
              
TOTAL ≥ 10,000 SF1,826
 58,027,052
 93.7% 95.5% 40.5% $522,465
 $10.40
TOTAL < 10,000 SF8,792
 24,785,157
 82.4% 84.5% 59.5% 427,103
 21.11

(1)     ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee owned leasehold improvements.

The following table summarizes lease expirations for leases in place within our Portfolio for each of the next ten10 calendar years and thereafter, assuming no exercise of renewal options over the lease term and including the GLA of lessee ownedlessee-owned leasehold improvements, as of December 31, 2017:2023:
Number of LeasesLeased GLA% of Leased GLA% of In-Place ABRIn-Place ABR PSFABR PSF at Expiration
M-M214 611,355 1.0 %1.0 %$16.40 $16.40 
2024955 5,671,690 9.3 %7.7 %13.23 13.23 
20251,078 7,780,769 12.7 %11.9 %14.77 14.86 
20261,025 7,020,573 11.5 %11.7 %16.12 16.47 
20271,012 8,190,140 13.4 %13.0 %15.39 15.88 
2028968 6,853,350 11.2 %12.0 %16.94 17.63 
2029648 6,765,006 11.1 %10.0 %14.38 15.67 
2030352 3,154,343 5.2 %5.2 %15.98 17.58 
2031306 2,685,993 4.4 %4.6 %16.56 18.67 
2032342 2,694,748 4.4 %5.0 %17.88 20.10 
20334273,368,756 5.5 %6.4 %18.34 20.84 
2034+541 6,253,437 10.3 %11.5 %17.83 21.05 
  Number of Leases Leased GLA % of Leased GLA % of In-Place ABR In-Place ABR PSF ABR PSF at Expiration
M-M 398
 1,066,381
 1.4% 1.8% $16.47
 $16.47
2018 1,332
 6,456,408
 8.5% 9.1% 13.32
 13.32
2019 1,473
 10,799,806
 14.1% 13.3% 11.66
 11.72
2020 1,444
 11,589,173
 15.2% 14.3% 11.71
 11.88
2021 1,167
 10,099,929
 13.2% 12.6% 11.87
 12.14
2022 1,120
 9,589,499
 12.6% 12.7% 12.61
 13.02
2023 561
 5,776,001
 7.6% 7.4% 12.14
 13.05
2024 349
 4,266,022
 5.6% 5.2% 11.51
 12.44
2025 286
 3,271,952
 4.3% 4.6% 13.46
 14.62
2026 303
 3,226,586
 4.2% 4.9% 14.48
 15.85
2027 342
 3,453,920
 4.5% 5.0% 13.83
 15.79
2028+ 366
 6,745,145
 8.8% 9.0% 12.73
 14.81


More specific information with respect to each of our property interestsproperties 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. Such leases frequently containyears 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 whichand may or may not containhave renewal options.options for one or more additional periods. Leases in our Portfolio generally provide for the payment of fixed monthly base rent. Leases mayCertain leases also provide for the payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold level.predetermined threshold. Leases typically containalso generally provide for contractual increases in base rent over both the primary termsoriginal lease term and any renewal periods. Our leases generally include tenant reimbursementsoption periods and the reimbursement of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes. Utilities are generally paid by tenants either through separate meters or reimbursement.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 the lease terms may exist.


Insurance
We have a wholly ownedwholly-owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance programs for the Company’s properties. The Companyproperties in our Portfolio. We formed Incap as part of itsour overall risk management program and to stabilize insurance costs, manage exposureexposures, and recoup expenses through the functionsfunction 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 the coverage, industry practice, and the nature of the shopping centers in our Portfolio. In addition, tenants are 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 onat the properties (including without limitation any environmental contamination), and to obtain liability and property damage insurance policies at the tenant’s expense, to obtain and keepkept in full force during the term of the lease, liability and property damage insurance policies.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“Risk Factors – Risks Related to Our Portfolio and Our Business – An uninsured property 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 our Portfolio.those properties.”


20

Item 3.Legal Proceedings
The information contained under the heading “Legal Matters” in Note 1415 – Commitments and Contingencies to our consolidated financial statementsConsolidated Financial Statements in this report is incorporated by reference into this Item 3.


Item 4. Mine Safety Disclosures
Not applicable.

21



PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The following table sets forth for the years ended December 31, 2017 and 2016 the high and low sales prices for each quarter of BPG’s common stock which trades on the New York Stock Exchange under the trading symbol “BRX,“BRX.” and the quarterly declared dividend per share of common stock:
  Stock Price  
Period High Low Cash Dividends Declared
2017:      
First Quarter $25.34
 $20.66
 $0.260
Second Quarter 22.02
 17.35
 0.260
Third Quarter 20.59
 17.47
 0.260
Fourth Quarter 19.30
 17.23
 0.275
2016:      
First Quarter $26.98
 $19.91
 $0.245
Second Quarter 27.35
 24.50
 0.245
Third Quarter 29.14
 26.39
 0.245
Fourth Quarter 27.49
 23.38
 0.260

As of February 1, 2018,2024, the number of holders of record of BPG’s common stock was 329.624. 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.


TheBPG has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”"Code"), generally requires that. To qualify as a REIT, BPG must meet several organizational and operational requirements, including a requirement that it annually distribute annuallyto its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains,gains. Management intends to continue to satisfy these requirements and imposes tax on any taxable income retained bymaintain BPG’s REIT status. As a REIT, including capital gains. To satisfy the requirements for qualification as a REIT andBPG generally will not be subject to U.S. federal income and excise tax, BPG intendsprovided that distributions to make regular quarterly distributionsits stockholders equal at least the amount of all or substantially all of BPG’sits REIT taxable income to holders of BPG’s common stock out of assets legally available for such purposes.as defined under the Code.


BPG’s future distributions will be at the sole discretion of BPG’s Boardboard of Directors.directors. When determining the amount of future distributions, we expect that BPG’s Boardboard of Directorsdirectors will consider, among other factors; (1) the amount of cash recently and expected to be generated from our operating activities; (2) the amount of cash required for leasing and maintenance capital expenditures and leasing;expenditures; (3) the amount of cash required for debt repayments, redevelopment, selectivereinvestment activity, net acquisitions, of new properties 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 additionalexternal sources of capital.


To the extent BPG is prevented, by provisions ofin our financing arrangementsagreements 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, borrowed funds,additional indebtedness, or asset sales, or we may be required to reduce such distributions. For moredistributions 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 materially adversely affect our actualfinancial condition, operating results, of operations, please see Item 1A. “Risk Factors.”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 shareholdersstockholders 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. TheseNon-taxable return of capital distributions, to the extent that they do not exceed the shareholder’sstockholder’s adjusted tax basis in its common shares, have the effect of deferring taxation until the sale of the shareholder’sstockholder’s common shares. To the extent that distributions are both in excess of taxable earnings and profits and in excess of the shareholder’sstockholder’s adjusted tax basis in its common shares, the


distribution distributions will be treated as capital gaingains from the sale of common shares. For the taxable year ended December 31, 2017, 86.4%2023, 100.0% of the Company’s distributions to shareholdersstockholders constituted taxable ordinary income and 13.6%income. For the taxable year ended December 31, 2022, 100.0% of the Company’s distributions to stockholders constituted a return of capital.taxable ordinary income.










22

BPG’s Total Stockholder Return Performance
The following performance chart compares, for the period from October 30, 2013December 31, 2018 through December 31, 2017,2023, the cumulative total stockholder return onof BPG’s common stock with the cumulative total return of the S&P 500 Index and the FTSE NAREITNareit Equity Shopping Centers Index. Equity real estate investment trusts are defined as those which derive more than 75% of their income from equity investments in real estate assets. 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.

Item 5. 5-year Cumulative Total Return.jpg
Sales of Unregistered Equity Securities
There were no unregistered sales of unregistered equity securities during the year ended December 31, 2017.2023.


Issuer Purchases of Equity Securities
On December 5, 2017, the Board of Directors authorized aIn November 2022, we renewed our share repurchase program (the "Repurchase Program") for up to $400.0 million of shares of the Company’sour common stock. The programRepurchase Program is scheduled to expire on December 5, 2019,November 1, 2025, unless suspended or extended by the Boardour board of Directors.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, 2017, the Company repurchased 326,9582023, we did not repurchase any shares of common stock understock. As of December 31, 2023, the program at an average price per shareRepurchase Program had $400.0 million of $17.96 for a total of approximately $5.9 million.available repurchase capacity.

Item 6. [Reserved]






23
Period
2017
 Total Number of Shares Repurchased Average Price Paid Per Share Approximate Dollar Value of Shares that May Yet Be Repurchased (in millions)
October —
 $—
 N/A
November —
 —
 N/A
December 326,958
 17.96
 $394.1
Total 326,958
 $17.96
  


Item 6.Selected Financial Data
The following table shows our selected consolidated financial data for BPG and the Operating Partnership and their respective subsidiaries for the periods indicated. This information should be read together with the audited financial statements and notes thereto of BPG and its subsidiaries and the Operating Partnership and its subsidiaries and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report.
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(in thousands, except per share data) 
 Year Ended December 31, 
 2017 2016 2015 2014 2013 
Revenues          
Rental income$997,089
 $998,118
 $984,548
 $960,715
 $887,466
 
Expense reimbursements278,636
 270,548
 276,032
 268,035
 242,803
 
Other revenues7,455
 7,106
 5,400
 7,849
 16,135
 
Total revenues1,283,180
 1,275,772
 1,265,980
 1,236,599
 1,146,404
 
           
Operating expenses          
Operating costs136,092
 133,429
 129,477
 129,148
 116,522
 
Real estate taxes179,097
 174,487
 180,911
 179,504
 168,468
 
Depreciation and amortization375,028
 387,302
 417,935
 441,630
 438,547
 
Provision for doubtful accounts5,323
 9,182
 9,540
 11,537
 10,899
 
Impairment of real estate assets40,104
 5,154
 1,005
 —
 1,531
 
General and administrative92,247
 92,248
 98,454
 80,175
 121,082
 
Total operating expenses827,891
 801,802
 837,322
 841,994
 857,049
 
           
Other income (expense)          
Dividends and interest365
 542
 315
 602
 832
 
Interest expense(226,660) (226,671) (245,012) (262,812) (343,193) 
Gain on sale of real estate assets and acquisition of joint venture interest68,847
 35,613
 11,744
 378
 2,223
 
Gain (loss) on extinguishment of debt, net498
 (832) 1,720
 (13,761) (20,028) 
Other(2,907) (4,957) (348) (8,431) (11,014) 
Total other expense(159,857) (196,305) (231,581) (284,024) (371,180) 
           
Income (loss) before equity in income of unconsolidated joint ventures295,432
 277,665
 197,077
 110,581
 (81,825) 
Equity in income of unconsolidated joint ventures381
 477
 459
 370
 1,167
 
Gain on disposition of unconsolidated joint venture interests4,556
 —
 —
 1,820
 —
 
Income (loss) from continuing operations300,369
 278,142
 197,536
 112,771
 (80,658) 
           
Discontinued operations          
Income from discontinued operations—
 —
 —
 4,909
 3,505
 
Gain on disposition of operating properties—
 —
 —
 15,171
 3,392
 
Impairment of real estate held for sale—
 —
 —
 —
 (45,122) 
Income (loss) from discontinued operations—
 —
 —
 20,080
 (38,225) 
           
Net income (loss)300,369
 278,142
 197,536
 132,851
 (118,883) 
           
Net (income) loss attributable to non-controlling interests(76) (2,514) (3,816) (43,849) 25,349
 
           
Net income (loss) attributable to Brixmor Property Group Inc.300,293
 275,628
 193,720
 89,002
 (93,534) 
           
Preferred stock dividends(39) (150) (150) (150) (162) 
Net income (loss) attributable to common stockholders$300,254
 $275,478
 $193,570
 $88,852
 $(93,696) 
Per common share:          
Income (loss) from continuing operations:          
Basic$0.98
 $0.91
 $0.65
 $0.36
 $(0.33) 
Diluted$0.98
 $0.91
 $0.65
 $0.36
 $(0.33) 
Net income (loss) attributable to common stockholders:          
Basic$0.98
 $0.91
 $0.65
 $0.36
 $(0.50) 
Diluted$0.98
 $0.91
 $0.65
 $0.36
 $(0.50) 
Weighted average shares:          
Basic304,834
 301,601
 298,004
 243,390
 188,993
 
Diluted305,281
 305,060
 305,017
 244,588
 188,993
 
Cash dividends declared per common share$1.055
 $0.995
 $0.92
 $0.825
 $0.127
 



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES 
SELECT BALANCE SHEET INFORMATION 
(in thousands) 
  December 31, 
Balance sheet data as of the end of each year 2017 2016 2015 2014 2013 
Real estate, net $8,560,421
 $8,842,004
 $9,052,165
 $9,253,015
 $9,647,558
 
Total assets $9,153,926
 $9,319,685
 $9,498,007
 $9,681,913
 $10,143,487
 
Debt obligations, net(1)
 $5,676,238
 $5,838,889
 $5,974,266
 $6,022,508
 $5,952,860
 
Total liabilities $6,245,578
 $6,392,525
 $6,577,705
 $6,701,610
 $6,837,500
 
Redeemable non-controlling interests $—
 $—
 $—
 $—
 $21,467
 
Total equity $2,908,348
 $2,927,160
 $2,920,302
 $2,980,303
 $3,284,520
 
(1) Debt includes secured loans, notes payable, and credit agreements, including unamortized premium or net of unamortized discount and unamortized debt issuance costs.






















































BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS 
(in thousands, except per share data) 
 Year Ended December 31, 
 2017 2016 2015 2014 2013 
Revenues          
Rental income$997,089
 $998,118
 $984,548
 $960,715
 $887,466
 
Expense reimbursements278,636
 270,548
 276,032
 268,035
 242,803
 
Other revenues7,455
 7,106
 5,400
 7,849
 16,135
 
Total revenues1,283,180
 1,275,772
 1,265,980
 1,236,599
 1,146,404
 
           
Operating expenses          
Operating costs136,092
 133,429
 129,477
 129,148
 116,522
 
Real estate taxes179,097
 174,487
 180,911
 179,504
 168,468
 
Depreciation and amortization375,028
 387,302
 417,935
 441,630
 438,547
 
Provision for doubtful accounts5,323
 9,182
 9,540
 11,537
 10,899
 
Impairment of real estate assets40,104
 5,154
 1,005
 —
 1,531
 
General and administrative92,247
 92,248
 98,454
 80,175
 121,078
 
Total operating expenses827,891
 801,802
 837,322
 841,994
 857,045
 
           
Other income (expense)          
Dividends and interest365
 542
 315
 602
 825
 
Interest expense(226,660) (226,671) (245,012) (262,812) (343,193) 
Gain on sale of real estate assets and acquisition of joint venture interest68,847
 35,613
 11,744
 378
 2,223
 
Gain (loss) on extinguishment of debt, net498
 (832) 1,720
 (13,761) (20,028) 
Other(2,907) (4,957) (348) (8,431) (11,005) 
Total other expense(159,857) (196,305) (231,581) (284,024) (371,178) 
           
Income (loss) before equity in income of unconsolidated joint ventures295,432
 277,665
 197,077
 110,581
 (81,819) 
Equity in income of unconsolidated joint ventures381
 477
 459
 370
 1,167
 
Gain on disposition of unconsolidated joint venture interests4,556
 —
 —
 1,820
 —
 
Income (loss) from continuing operations300,369
 278,142
 197,536
 112,771
 (80,652) 
           
Discontinued operations          
Income from discontinued operations—
 —
 —
 4,909
 3,505
 
Gain on disposition of operating properties—
 —
 —
 15,171
 3,392
 
Impairment on real estate held for sale—
 —
 —
 —
 (45,122) 
Income (loss) from discontinued operations—
 —
 —
 20,080
 (38,225) 
           
Net income (loss)300,369
 278,142
 197,536
 132,851
 (118,877) 
           
Net income attributable to non-controlling interests—
 —
 —
 (1,181) (1,355) 
           
Net income (loss) attributable to Brixmor Operating Partnership LP$300,369
 $278,142
 $197,536
 $131,670
 $(120,232) 
Net income (loss) attributable to:          
  Series A interest$—
 $—
 $—
 $21,014
 $3,451
 
  Partnership common units300,369
 278,142
 197,536
 110,656
 (123,683) 
Net income (loss) attributable to Brixmor Operating Partnership LP$300,369
 $278,142
 $197,536
 $131,670
 $(120,232) 
Per common unit:          
Income (loss) from continuing operations:          
Basic$0.98
 $0.91
 $0.65
 $0.36
 $(0.33) 
Diluted$0.98
 $0.91
 $0.65
 $0.36
 $(0.33) 
Net income (loss) attributable to partnership common units:          
Basic$0.98
 $0.91
 $0.65
 $0.36
 $(0.50) 
Diluted$0.98
 $0.91
 $0.65
 $0.36
 $(0.50) 
Weighted average number of partnership common units:          
Basic304,913
 304,600
 303,992
 302,540
 250,109
 
Diluted305,281
 305,059
 305,017
 303,738
 250,109
 



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES 
SELECT BALANCE SHEET INFORMATION 
(in thousands) 
  December 31, 
Balance sheet data as of the end of each year 2017 2016 2015 2014 2013 
Real estate, net $8,560,421
 $8,842,004
 $9,052,165
 $9,253,015
 $9,647,558
 
Total assets $9,153,677
 $9,319,434
 $9,497,775
 $9,681,566
 $10,142,381
 
Debt obligations, net(1)
 $5,676,238
 $5,838,889
 $5,974,266
 $6,022,508
 $5,952,860
 
Total liabilities $6,245,578
 $6,392,525
 $6,577,705
 $6,701,610
 $6,837,490
 
Redeemable non-controlling interests $—
 $—
 $—
 $—
 $21,467
 
Total capital $2,908,099
 $2,926,909
 $2,920,070
 $2,979,956
 $3,283,424
 
(1) Debt includes secured loans, notes payable, and credit agreements, including unamortized premium or net of unamortized discount and unamortized debt issuance costs.



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 Statements of Operations and contained 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”"BPG") is an internally-managed corporation that has elected to be taxed as a real estate investment trust (“REIT”("REIT"). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”"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 common stocklimited liability company interests of BPG Subsidiary Inc. (“LLC ("BPG Sub”Sub"), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”"General Partner"), the sole general partner of the Operating Partnership. Unless stated otherwise expressly stated or the context otherwise requires, “we,” “us,“our,” and “our” as used herein refer to each of“us” mean BPG and the Operating Partnership, collectively. We believe we own and operate one of the largest open airpublicly-traded open-air retail portfolios by gross leasable area (“GLA”("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers. As of December 31, 2017,2023, our portfolio consistedwas comprised of 486362 shopping centers (the “Portfolio”"Portfolio") withtotaling approximately 8364 million square feet of GLA. In addition, we have one land parcel currently under development. Our high qualityhigh-quality national Portfolio is primarily located within established trade areas in the top 50 MetropolitanCore-Based Statistical Areas (“MSAs”)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. OurAs of December 31, 2023, our three largest tenants by annualized base rent are("ABR") were The TJX Companies, Inc. ("TJX"), The Kroger Co. ("Kroger"), and Dollar TreeBurlington Stores, Inc. ("Burlington"). BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the United StatesU.S. federal income tax laws commencing with our taxable year ended December 31, 2011, and has maintained such requirements through our taxable year ended December 31, 2017,2023, and expectsintends 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. We seek to achieve this objective through proactive management and accretive reinvestment in our existing Portfolio of high-quality open air shopping centers and through disciplined capital recycling activity focused on maximizing asset value and achieving critical mass in attractive retail submarkets. Our key strategies to achieve growth in cash flowthis objective include drivingproactively 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 strategy.


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 a competitive advantageadvantages 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, CompaniesKroger, and Kroger,Burlington, as well as a key landlord to most major grocers and major 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 11our 12 leasing and property management satellite offices throughout the country. We believe that this structure enables us to obtain critical national market intelligence, and to benefitwhile also benefiting from the regional and local expertise of our workforce.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 extensive, 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.



24


Other Factors That May Influence ourOur Future Results
We derive our revenuesrental 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 under contractual lease obligations for their proportional sharea portion of a property’sproperty operating costs,expenses, such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of theour properties.


The amount of revenue we receiveOur 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. Factors that could affect our rental income include: (1) changes in national, regional or local economic climates; (2) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to thoseIncreases in our Portfolio; (3) changes in market rental rates; (4) changes in the regional demographics of our properties; (5) competition from other available properties and the attractiveness of properties in our Portfolio to our tenants; (6) the financial stability of tenants,property operating expenses, including the ability of tenants to pay rent and expense reimbursements; and (7) in the case of percentage rents, the sales volume of our tenants.

Our operating costs represent property-related costs, such as repairs and maintenance, landscaping, snow removal, utilities, property insurance, security, ground rent related to properties for which we are the lessee, utilities, insurance, real estate taxes, and various other property related costs. Increases in our operating costs, to the extent they are not reimbursed by tenants or offset by revenue increases mayin rental income, will adversely impact our overall performance. For a further discussion of these and otherSee “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K for additional information regarding risk factors that could impactaffect our futurefinancial condition, operating results, performance or transactions, see Item 1A. “Risk Factors.”and cash flows.


Leasing Highlights
As of December 31, 2017,2023, billed and leased occupancy was 90.3%were 90.6% and 92.2%94.7%, respectively, as compared to 90.7%90.2% and 92.8%93.8%, respectively, as of December 31, 2016. In addition, the2022.

The following table summarizes our executed leasing activity for the years ended December 31, 20172023 and 20162022 (dollars in thousands, except for per square foot (“PSF”("PSF") amounts):
For the Year Ended December 31, 2023
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird-Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases1,653 10,169,163 $18.34 $4.93 $2.34 15.3 %
New and renewal leases1,431 6,327,403 22.02 7.92 3.76 19.3 %
New leases577 2,981,298 21.92 14.51 7.90 40.0 %
Renewal leases854 3,346,105 22.10 2.04 0.06 13.3 %
Option leases222 3,841,760 12.27 — — 7.7 %
For the Year Ended December 31, 2022
LeasesGLANew ABR PSFTenant Improvements and Allowances PSFThird-Party Leasing Commissions PSF
Rent Spread(1)
New, renewal and option leases1,614 10,572,727 $16.47 $4.71 $2.05 12.7 %
New and renewal leases1,403 7,095,235 18.31 7.02 3.06 16.0 %
New leases613 3,256,527 19.08 13.05 6.57 37.0 %
Renewal leases790 3,838,708 17.66 1.91 0.08 11.1 %
Option leases211 3,477,492 12.72 — — 6.7 %
For the Year Ended December 31, 2017
 Leases GLA New ABR PSF 
Rent Spread(1)
 
Tenant Improvements and Allowances PSF(2)
 Third Party Leasing Commissions PSF
New, renewal and option leases1,894
 11,898,523
 $14.48
 12.6% $7.34
 $1.10
New and renewal leases1,605
 8,129,836
 15.44
 15.5% 10.73
 1.61
New leases618
 3,195,154
 16.00
 34.1% 22.26
 3.97
Renewal leases987
 4,934,682
 15.08
 9.8% 3.27
 0.08
Option leases289
 3,768,687
 12.41
 7.2% 0.02
 —
            
            
For the Year Ended December 31, 2016
 Leases GLA New ABR PSF 
Rent Spread(1)
 
Tenant Improvements and Allowances PSF(2)
 Third Party Leasing Commissions PSF
New, renewal and option leases2,017
 13,683,327
 $12.90
 12.0% $5.39
 $0.85
New and renewal leases1,665
 7,879,398
 14.82
 16.5% 9.36
 1.48
New leases697
 3,385,418
 15.07
 31.3% 19.71
 3.35
Renewal leases968
 4,493,980
 14.63
 11.5% 1.57
 0.07
Option leases352
 5,803,929
 10.30
 6.0% 0.01
 —
(1)
Based on comparable leases only.
(2)
Includes tenant specific landlord work.
Includes(1)Based on comparable leases only, which consist of new development property. 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 ownedlessee-owned leasehold improvements.


Acquisition Activity
•During the year ended December 31, 2017,2023, we acquired four shopping centers, one building, two outparcel buildingsland parcels for an aggregate purchase price of $2.3 million, including transaction costs and two outparcels for $190.5 million.closing credits.




•During the year ended December 31, 2016,2022, we acquired seven shopping centers, one shopping center, one building, two land parcelsoutparcel, and one outparcel buildingland parcel and paid less than $0.1 million related to previously acquired assets for $48.0 million.an aggregate purchase price of $409.7 million, including transaction costs and closing credits.





25

Disposition Activity
•During the year ended December 31, 2017,2023, we disposed of 29 wholly owned11 shopping centers and two outparcel buildingsnine partial shopping centers for aggregate net proceeds of $330.8$182.0 million, resulting in an aggregate gain of $68.7$65.3 million and aggregate impairment of $22.9$6.1 million. In addition, during the year ended December 31, 2017,2023, we disposed of our unconsolidated joint venture interesta non-operating asset and resolved contingencies related to a previously disposed asset for aggregate net proceeds of $12.4$0.3 million, resulting in aaggregate net gain of $4.6$0.1 million.


•During the year ended December 31, 2016,2022, we disposed of six16 shopping centers one office building and one outparcel building10 partial shopping centers for aggregate net proceeds of $102.9$277.0 million, resulting in an aggregate gain of $35.6$109.2 million and aggregate impairment of $2.0$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 net gain of $2.4 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, 20172023 to the Year Ended December 31, 20162022
Revenues (in thousands)
Year Ended December 31,
20232022$ Change
Revenues
Rental income$1,243,844 $1,217,362 $26,482 
Other revenues1,192 712 480 
Total revenues$1,245,036 $1,218,074 $26,962 
 Year Ended December 31,  
 2017 2016 $ Change
Revenues     
Rental income$997,089
 $998,118
 $(1,029)
Expense reimbursements278,636
 270,548
 8,088
Other revenues7,455
 7,106
 349
Total revenues$1,283,180
 $1,275,772
 $7,408


Rental income
The decreaseincrease in rental income for the year ended December 31, 2017,2023 of $1.0$26.5 million, as compared to the corresponding period in 2016,2022, was primarilydue to a $40.3 million increase for assets owned for the full period, partially offset by a $13.8 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) a $9.3 million decrease in above and below market lease accretion and tenant inducements, net; and (ii) a $6.4 million decrease in lease settlement income; partially offset by (iii) a $10.5$32.5 million increase in base rent; and(ii) a $15.0 million increase in expense reimbursements; (iii) a $1.5 million increase in lease termination fees; (iv) a $4.0$0.4 million increase in percentage rents; (v) a $0.2 million increase in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; and (vi) a $0.1 million increase in straight-line rent.rental income, net; partially offset by (vii) a $9.2 million decrease in rental income associated with revenues deemed uncollectible; and (viii) a $0.2 million decrease in ancillary and other rental income. The $32.5 million increase in base rent increasefor assets owned for the full period was driven primarily bydue to contractual rent increases, as well as positive rent spreads for new and renewal leases and option exercises of 12.6% and 12.0%15.3% during the yearsyear ended December 31, 20172023 and 2016, respectively, partially offset by a decline12.7% during the year ended December 31, 2022, and an increase in weighted average billed occupancy. The $15.0 million increase in expense reimbursements was primarily attributable to increases in weighted average billed occupancy, reimbursable operating costs, and real estate taxes. The $9.2 million decrease in rental income associated with revenues deemed uncollectible was primarily attributable to reduced cash collections associated with amounts previously reserved.


Expense reimbursementsOther revenues
The increase in expense reimbursementsother revenues for the year ended December 31, 20172023 of $8.1$0.5 million, as compared to the corresponding period in 2016,2022, was primarily due to an increase in reimbursable real estate taxes and operating costs.tax increment financing income.


Other revenues
Other revenues remained generally consistent for the year ended December 31, 2017 as compared to the corresponding period in 2016.













26





Operating Expenses (in thousands)
Year Ended December 31,
20232022$ Change
Operating expenses
Operating costs$146,473 $141,408 $5,065 
Real estate taxes173,517 170,383 3,134 
Depreciation and amortization362,277 344,731 17,546 
Impairment of real estate assets17,836 5,724 12,112 
General and administrative117,128 117,225 (97)
Total operating expenses$817,231 $779,471 $37,760 
 Year Ended December 31,  
 2017 2016 $ Change
Operating expenses     
Operating costs$136,092
 $133,429
 $2,663
Real estate taxes179,097
 174,487
 4,610
Depreciation and amortization375,028
 387,302
 (12,274)
Provision for doubtful accounts5,323
 9,182
 (3,859)
Impairment of real estate assets40,104
 5,154
 34,950
General and administrative92,247
 92,248
 (1)
Total operating expenses$827,891
 $801,802
 $26,089


Operating costs
The increase in operating costs for the year ended December 31, 20172023 of $2.7$5.1 million, as compared to the corresponding period in 2016,2022, was due to a $7.2 million increase in operating costs for assets owned for the full period, primarily due to an increaseincreases in repairrepairs and maintenance, costs.utilities, and insurance, partially offset by a $2.1 million decrease due to net transaction activity.


Real estate taxes
The increase in real estate taxes for the year ended December 31, 20172023 of $4.6$3.1 million, as compared to the corresponding period in 2016,2022, was primarily due to increaseda $2.5 million increase in real estate taxes due to net transaction activity, in addition to a $0.6 million increase in real estate taxes for assets owned for the full period, primarily due to an increase in current year assessments, partially offset by an increase in favorable adjustments related to prior year assessments and an increase in real estate tax rates and assessments from several jurisdictions.refunds.


Depreciation and amortization
The decreaseincrease in depreciation and amortization for the year ended December 31, 20172023 of $12.3$17.5 million, as compared to the corresponding period in 2016,2022, was primarily due to the continued decrease in acquired in-place lease intangibles.

Provisiona $20.5 million increase for doubtful accounts
The decrease in the provision for doubtful accountsassets owned for the year ended December 31, 2017 of $3.9 million, as compared to the correspondingfull period, in 2016, was primarily due to increased recoveries of previously reserved receivablescapital expenditures and overall strengthan increase in collection efforts.accelerated depreciation and amortization related to tenant move-outs, partially offset by a $3.0 million decrease due to net transaction activity.


Impairment of real estate assets
During the year ended December 31, 2017,2023, aggregate impairment of $40.1$17.8 million was recognized on 11two shopping centers and two partial shopping centers as a result of disposition activity, and fiveone operating properties as a result of a change in the estimated hold period of these properties in connection with our capital recycling program.property. During the year ended December 31, 2016,2022, aggregate impairment of $5.2$5.7 million was recognized on two shopping centers and one partial shopping center and one office building as a result of disposition activity and two operating properties as a result of a change in the estimated hold period of these properties in connection with our capital recycling program.activity.


General and administrative
General and administrative costs remained generally consistent for the year ended December 31, 20172023 as compared to the corresponding period in 2016, with decreased severance expenses associated with the separation of former executives of the Company in 2016, partially offset by increased payroll expenses.2022.


During the yearyears ended December 31, 20172023 and 2016,2022, construction compensation costs of $8.1$18.5 million and $6.6$17.5 million, respectively, were capitalized to building and improvements and leasing compensationlegal costs of $14.2$4.6 million and $14.5$4.1 million, respectively, and leasing commission costs of $7.9 million and $7.9 million, respectively, were capitalized to deferred charges and prepaid expenses, net.


















27

Other Income and Expenses (in thousands)
Year Ended December 31,
20232022$ Change
Other income (expense)
Dividends and interest$666 $314 $352 
Interest expense(190,733)(192,427)1,694 
Gain on sale of real estate assets65,439 111,563 (46,124)
Gain (loss) on extinguishment of debt, net4,356 (221)4,577 
Other(2,446)(3,639)1,193 
Total other expense$(122,718)$(84,410)$(38,308)
 Year Ended December 31,  
 2017 2016 $ Change
Other income (expense)     
Dividends and interest$365
 $542
 $(177)
Interest expense(226,660) (226,671) 11
Gain on sale of real estate assets68,847
 35,613
 33,234
Gain (loss) on extinguishment of debt, net498
 (832) 1,330
Other(2,907) (4,957) 2,050
        Total other expense$(159,857) $(196,305) $36,448

Dividends and interest
The decrease in dividend and interest for the year ended December 31, 2017 of $0.2 million, as compared to the corresponding period in 2016, was primarily due to interest income recognized in 2016 in connection with a tax refund.

Interest expense
Interest expense remained generally consistent for the year ended December 31, 2017 as compared to the corresponding period in 2016. Debt obligations refinanced at lower rates and decreased debt obligations during 2017 were partially offset by a decrease in debt premium amortization, net of discounts.

Gain (loss) on the sale of real estate assets
During the year ended December 31, 2017, 18 of the shopping centers and the two outparcel buildings that were disposed for net proceeds of $283.7 million resulted in an aggregate gain of $68.7 million. During the year ended December 31, 2016, five of the shopping centers and the one outparcel building that were disposed for net proceeds of $93.8 million resulted in an aggregate gain of $35.6 million.

Gain (loss) on extinguishment of debt, net
During the year ended December 31, 2017, we repaid $389.1 million of secured loans and $815.0 million of an unsecured term loan under our senior unsecured credit facility agreement, as amended July 25, 2016, (the “Unsecured Credit Facility”), resulting in a $0.5 million gain on extinguishment of debt, net. During the year ended December 31, 2016, we repaid $892.4 million of secured loans, resulting in a $1.7 million gain on extinguishment of debt. In addition, we recognized a $2.5 million loss on extinguishment of debt in connection with the execution of the Unsecured Credit Facility.

Other
The decrease in other expense, net for the year ended December 31, 2017 of $2.1 million, as compared to the corresponding period in 2016, was primarily due to a decrease in shareholder equity offering expenses and a decrease in tenant litigation settlement expenses.

Equity in Income of Unconsolidated Joint Ventures (in thousands)
 Year Ended December 31,  
 2017 2016 $ Change
Equity in income of unconsolidated joint venture$381
 $477
 $(96)
Gain on disposition of unconsolidated joint venture interest4,556
 —
 4,556

Equity in income of unconsolidated joint venture
The decrease in equity in income of unconsolidated joint venture for the year ended December 31, 2017 of $0.1 million, as compared to the corresponding period in 2016, was primarily due to the disposition of our unconsolidated joint venture interest during the year ended December 31, 2017.


Gain on disposition of unconsolidated joint venture interest
During the year ended December 31, 2017, we disposed of our unconsolidated joint venture interest for net proceeds of $12.4 million resulting in a gain of $4.6 million.

Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015
Revenues (in thousands)
 Year Ended December 31,  
 2016 2015 $ Change
Revenues     
Rental income$998,118
 $984,548
 $13,570
Expense reimbursements270,548
 276,032
 (5,484)
Other revenues7,106
 5,400
 1,706
Total revenues$1,275,772
 $1,265,980
 $9,792

Rental income
The increase in rental income for the year ended December 31, 2016 of $13.6 million, as compared to the corresponding period in 2015, was primarily due to (i) a $20.2 million increase in base rent and (ii) a $9.4 million increase in lease settlement income primarily from a former bankrupt tenant, partially offset by (iii) a $10.0 million decrease in accretion income from above and below market lease intangibles, (iv) a $3.2 million decrease in straight-line rent and (v) a $0.9 million increase in amortization of tenant inducements. The base rent increase was driven primarily by contractual rent increases as well as positive rent spreads for new and renewal leases and option exercises of 12.0% and 14.9% for the years ended December 31, 2016 and 2015, respectively.

Expense reimbursements
The decrease in expense reimbursements for the year ended December 31, 2016 of $5.5 million, as compared to the corresponding period in 2015, was primarily due to a decrease in reimbursable real estate tax expenses as a result of annual real estate tax reconciliations and the receipt of tax refunds.

Other revenues
The increase in other revenues for the year ended December 31, 2016 of $1.7 million, as compared to the corresponding period in 2015, was primarily due to an increase of $2.3 million in percentage rents, partially offset by a reduction in management fees as a result of fewer properties being managed. The increase in percentage rents was primarily due to the timing of recognition.

Operating Expenses (in thousands)
 Year Ended December 31,  
 2016 2015 $ Change
Operating expenses     
Operating costs$133,429
 $129,477
 $3,952
Real estate taxes174,487
 180,911
 (6,424)
Depreciation and amortization387,302
 417,935
 (30,633)
Provision for doubtful accounts9,182
 9,540
 (358)
Impairment of real estate assets5,154
 1,005
 4,149
General and administrative92,248
 98,454
 (6,206)
Total operating expenses$801,802
 $837,322
 $(35,520)

Operating costs
The increase in operating costs for the year ended December 31, 2016 of $4.0 million, as compared to the corresponding period in 2015, was primarily due to an increase in repair and maintenance costs and insurance expenses, partially offset by a decrease in utility expenses.


Real estate taxes
The decrease in real estate taxes for the year ended December 31, 2016 of $6.4 million, as compared to the corresponding period in 2015, was primarily due to annual real estate tax reconciliations and the receipt of tax refunds.

Depreciation and amortization
The decrease in depreciation and amortization for the year ended December 31, 2016 of $30.6 million, as compared to the corresponding period in 2015, was primarily due to the continued decrease in acquired in-place lease intangibles.

Provision for doubtful accounts
The decrease in provision for doubtful accounts for the year ended December 31, 2016 of $0.4 million, as compared to the corresponding period in 2015, was primarily due to an increase in recoveries of amounts previously written off.

Impairment of real estate assets
During the year ended December 31, 2016, aggregate impairment of $5.2 million was recognized on one shopping center and one office building as a result of disposition activity and two operating properties as a result of a change in the estimated hold period of these properties in connection with our capital recycling program. During the year ended December 31, 2015, aggregate impairment of $1.0 million was recognized on one shopping center and one outparcel as a result of disposition activity in connection with our capital recycling program.

General and administrative
The decrease in general and administrative expenses for the year ended December 31, 2016 of $6.2 million, as compared to the corresponding period in 2015, was primarily due to (i) $9.9 million of expense associated with the vesting of certain pre-IPO equity awards in 2015 and (ii) a decrease in corporate office rent, partially offset by (iii) increased expenses associated with the Audit Committee review and (iv) 2016 severance expenses associated with former executives of BPG as well as expenses associated with the interim and new executive team.

During the years ended December 31, 2016 and 2015, construction compensation costs of $6.6 million and $6.3 million, respectively, were capitalized to building and improvements and leasing compensation costs of $14.5 million and $15.1 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)
 Year Ended December 31,  
 2016 2015 $ Change
Other income (expense)     
Dividends and interest$542
 $315
 $227
Interest expense(226,671) (245,012) 18,341
Gain on sale of real estate assets35,613
 11,744
 23,869
Gain (loss) on extinguishment of debt, net(832) 1,720
 (2,552)
Other(4,957) (348) (4,609)
        Total other expense$(196,305) $(231,581) $35,276


Dividends and interest
The increase in dividends and interest for the year ended December 31, 20162023 of $0.2$0.4 million, as compared to the corresponding period in 2015,2022, was primarily due to an increase in interest income recognized in 2016 in connection with a tax refund.income.


Interest expense
The decrease in interest expense for the year ended December 31, 20162023 of $18.3$1.7 million, as compared to the corresponding period in 2015,2022, was primarily due to the 2016 and 2015 secured loan and unsecured note repayments


of $2.0 billion with a weighted-average interest rate of 5.70%,lower overall debt obligations, partially offset by the issuance of $2.3 billion of senior unsecured notes with a higher weighted average interest raterate. In addition, capitalized interest increased as a result of 3.80%. The balance on the $1.25 billion revolving facility component of the Unsecured Credit Facility decreased by $397.5 million during 2015 and 2016 from a balance of $519.5 million on January 1, 2015 to $122.0 million at December 31, 2016.higher weighted average interest rates along with higher construction in process balances.


Gain on sale of real estate assets
During the year ended December 31, 2016, five of the2023, nine shopping centers and one outparcel building thatseven partial shopping centers were disposed for net proceeds of $93.8 million resultedresulting in an aggregate gain of $35.6$65.3 million. In addition, during the year ended December 31, 2023, we disposed of a non-operating asset and resolved contingencies relating to a previously disposed asset, resulting in aggregate net gain of $0.1 million. During the year ended December 31, 2015, four of the2022, 14 shopping centers and two of the outparcel buildings thatnine partial shopping centers were disposed for net proceeds of $40.4 million resultedresulting in an aggregate gain of $11.7$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 gain of $2.4 million.


Gain (loss) on extinguishment of debt, net
During the year ended December 31, 2016,2023, we repaid $892.4repurchased $199.6 million of secured loans, resulting inour outstanding 3.650% 2024 Notes pursuant to the Tender Offer, with $300.4 million aggregate principal amount of the 2024 Notes remaining outstanding. We funded the Tender Offer with proceeds from our $200.0 million delayed draw term loan. In connection with the Tender Offer, we recognized a $1.7$4.4 million gain on extinguishment of debt. In addition,debt during the year ended December 31, 2023. During the year ended December 31, 2022, we recognizedamended and restated our Unsecured Credit Facility, which is comprised of the Revolving Facility and the Term Loan Facility, resulting in a $2.5$0.2 million loss on extinguishment of debt in connection withdue to the executionacceleration of the Unsecured Credit Facility. During the year ended December 31, 2015, we repaid $868.9 million of secured loans and $225.0 million of unsecured notes, resulting in a $1.7 million gain on extinguishment ofunamortized debt net.issuance costs.


Other
The increasedecrease in other expense net for the year ended December 31, 20162023 of $4.6$1.2 million, as compared to the corresponding period in 2015,2022, was primarily due to (i) $4.7 million of income in 2015 related to net adjustments to pre-IPO tax reserves and receivables; (ii) $1.8 million of income in 2015 related to the resolution of an environmental contingency; (iii) $0.8 million of income in 2015 related to the resolution of certain contingencies for disposed properties; partially offset by (v) a $1.8 million decrease in transaction expenses.costs.


EquityComparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Income of Unconsolidated Joint Ventures (in thousands)
 Year Ended December 31,  
 2016 2015 $ Change
Equity in income of unconsolidated joint ventures$477
 $459
 $18

Equity in income of unconsolidated joint ventures
Equity in income of unconsolidated joint ventures remained generally consistentour Form 10-K for the year ended December 31, 2016 as compared2022, filed with the SEC on February 13, 2023, for a discussion of the comparison of the year ended December 31, 2022 to the corresponding period in 2015.year ended December 31, 2021.








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Liquidity and Capital Resources
We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months and beyond for all anticipated uses, including all scheduled principal and interest payments on our outstanding indebtedness,debt, current and anticipated tenant and other capital improvements, stockholder distributions 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 our existingthe Unsecured Credit Facility;
•issuance of long-term debt;
•dispositions; and
•issuance of equity securities.

Uses
recurring •debt repayments;
•maintenance capital expenditures;


•leasing related capital expenditures;
anchor space repositioning, redevelopment and development projects;
debt maturities and repayment requirements;
acquisitions;
•dividend/distribution payments;
•value-enhancing reinvestment capital expenditures;
•acquisitions; and
repurchase•repurchases of equity securities.


We believe our current 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 currently have investment grade credit ratings from all three major credit rating agencies. As of December 31, 2017, our revolving credit facility was undrawn providing for2023, we had $1.25 billion of liquidity.available liquidity, including $1.23 billion under our Revolving Facility and $18.9 million of cash and cash equivalents and restricted cash. We intend to continue to enhance our financial and operational flexibility through laddering and extendingperiodic extensions of the duration of our debt, and further expanding our unencumbered asset base.debt.


In March 2017,Material Cash Requirements
Our expected material cash requirements for the Operating Partnership issued $400.0 million aggregate principal amount of 3.90% Senior Notes due 2027 (the “2027 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Unsecured Credit Facility and for general corporate purposes.  The 2027 Notes bear interest at a rate of 3.90% per annum, payable semi-annually on September 15 and March 15 of each year, commencing September 15, 2017. The 2027 Notes will mature on March 15, 2027.

In June 2017, the Operating Partnership issued $500.0 million aggregate principal amount of 3.65% Senior Notes due 2024 (the “2024 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Unsecured Credit Facility and for general corporate purposes.  The 2024 Notes bear interest at a rate of 3.65% per annum, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2017. The 2024 Notes will mature on June 15, 2024.

In July 2017, the Operating Partnership entered into a $300.0 million variable rate unsecured term loan facility (the “$300 Million Term Loan”). The term loan facility has a seven-year term maturing on July 26, 2024, with no available extension options, and will bear interest at a rate of LIBOR plus 190 basis points (based on the Operating Partnership’s current credit ratings). Proceeds from the $300 Million Term Loan were used to prepay $300.0 million of an unsecured term loan under the Company’s Unsecured Credit Facility maturing July 31, 2018.

During the yeartwelve months ended December 31, 2017, we repaid a total2024 and thereafter are comprised of $815.0 million(i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures.














29


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 unsecured term loan debt under our Unsecured Credit Facility and $389.1 million of secured loans, resultingDecember 31, 2023 (dollars in a $0.5 million gain on extinguishment of debt, net. These repayments were funded primarily with proceeds frommillions):
Contractually Obligated ExpendituresTwelve
Months Ended
December 31, 2024		Thereafter
Debt maturities (1)
$300.4 $4,637.0 
Interest payments (1)(2)
181.0 607.6 
Operating leases6.1 46.8 
Total$487.5 $5,291.4 
(1)    Amounts presented do not assume the issuance of new debt upon maturity of existing debt.
(2)    Scheduled interest payments for variable rate loans are presented using rates (including the 2027 Notesimpact of interest rate swaps), as of December 31, 2023. See Item 7A. “Quantitative and 2024 NotesQualitative 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 executionsize 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 $300 Million Term Loan.assessed values of our properties, prevailing market rates, 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. We incur corporate level expenses such as employee compensation costs, professional fees, corporate office rents, and other platform expenses. The amount of corporate level expenses that we incur depends on the size and composition of our Portfolio and platform and prevailing market wages and rates. 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 decrease, and certain costs that we incur, such as corporate level expenses, are not typically reimbursed.


In December 2017, the Board of Directors authorized a share repurchase program for up to $400.0 million of the Company’s common stock. The program is scheduled to expire on December 5, 2019, unless extended by the Board of Directors. During the year ended December 31, 2017, the Company repurchased approximately 0.3 million shares of common stock under the program at an average price per share of $17.96 for a total of approximately $5.9 million.

In connection with our intentionorder to continue to qualify as a REIT for federal income tax purposes, we expectmust 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 paying regular dividends to satisfy these requirements and maintain our stockholders.REIT status. Our Boardboard of Directors will continue to evaluate thedirectors evaluates our dividend policy on a quarterly basis, evaluating sources and usestaking into account a variety of capital and operating fundamentals among other things.  We generally intend to maintain a conservativerelevant factors, including REIT taxable income. The following table summarizes our dividend payout ratio, reserving such amounts as the Board of Directors considers necessary for reinvestment in our Portfolio, debt reduction, acquisitions of new properties, share repurchases, other investments as suitable opportunities arise, and such other factors as the Board of Directors considers appropriate. Cash dividends paid to common stockholders and OP Unitholders for the year ended December 31, 2017 and 2016 were $317.5 million and $298.8 million, respectively.  Our Board of Directors declared a quarterly cash dividend of $0.275 per common share in October 2017activity for the fourth quarter of 2017. The dividend was paid on January 16, 2018 to shareholders of record on January 4, 2018. Our Board of Directors declared a quarterly cash dividend of $0.275 per common share in February 2018 for2023 and the first quarter of 2018. 2024:
Fourth
Quarter 2023		First
Quarter 2024
Dividend declared per common share$0.2725 $0.2725 
Dividend declaration dateOctober 24, 2023January 31, 2024
Dividend record dateJanuary 3, 2024April 2, 2024
Dividend payable dateJanuary 16, 2024April 15, 2024

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

The dividend is payableamount of value-enhancing reinvestment capital expenditures that we incur depends on April 16, 2018a variety of factors that may change from period to shareholdersperiod, such as the number, total expected cost, and nature of recordvalue-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
30

projects.

The amount of future acquisition expenditures depends on April 5, 2018.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 or non-owned anchor spaces, retail buildings, and/or outparcels at, or adjacent to, our existing shopping centers.




Our cash flow activities are summarized as follows (dollars in thousands):
Brixmor Property Group Inc.
Year Ended December 31,
20232022$ Change
Net cash provided by operating activities$588,794 $566,382 $22,412 
Net cash used in investing activities(163,080)(462,453)299,373 
Net cash used in financing activities(428,069)(380,413)(47,656)
Net change in cash, cash equivalents and restricted cash(2,355)(276,484)274,129 
Cash, cash equivalents and restricted cash at beginning of period21,259 297,743 (276,484)
Cash, cash equivalents and restricted cash at end of period$18,904 $21,259 $(2,355)
  Year Ended December 31,
  2017 2016 2015
Cash flows provided by operating activities $551,941
 $567,467
 $523,998
Cash flows used in investing activities (52,874) (141,881) (190,743)
Cash flows used in financing activities (491,159) (433,707) (336,024)


Brixmor Operating Partnership LP
Year Ended December 31,
20232022$ Change
Net cash provided by operating activities$588,794 $566,382 $22,412 
Net cash used in investing activities(163,080)(462,453)299,373 
Net cash used in financing activities(427,142)(366,182)(60,960)
Net change in cash, cash equivalents and restricted cash(1,428)(262,253)260,825 
Cash, cash equivalents and restricted cash at beginning of period20,332 282,585 (262,253)
Cash, cash equivalents and restricted cash at end of period$18,904 $20,332 $(1,428)
  Year Ended December 31,
  2017 2016 2015
Cash flows provided by operating activities $551,941
 $567,467
 $523,998
Cash flows used in investing activities (52,872) (141,873) (190,740)
Cash flows used in financing activities (491,157) (433,727) (335,904)

Cash, cash equivalents and restricted cash for BPG were $110.8 million and $102.9 million as of December 31, 2017 and 2016, respectively. Cash, cash equivalents and restricted cash for the Operating Partnership were $110.7 million and $102.8 million as of December 31, 2017 and 2016, respectively.


Operating Activities
Net cash flow provided by operating activities primarily consistconsists of cash inflows from tenant rental payments and expense reimbursements and cash outflows for property operating costs, real estate taxes, general and administrative expenses, and interest.interest expense.


During the year ended December 31, 2017,2023, our net cash flow provided by operating activities decreased $15.5increased $22.4 million, as compared to the corresponding period in 2016.2022. The decrease isincrease was primarily due to (i) an increase in same property net operating income; (ii) an increase from net working capital; (iii) an increase in lease termination fees; and (iv) a decrease in cash outflows for interest expense; partially offset by (v) a decrease in net working capital, (ii) a decrease in lease settlementoperating income due to net transaction activity and (iii)other non-same property net operating income; and (vi) an increase in cash outflows for general and administrative expense, partially offset by (iv) an increase in net operating income and (v) a decrease in cash outflows for interest expense.


Investing Activities
Net cash flow used in investing activities is primarily impacted by the nature, timing, and extentmagnitude of acquisition and disposition activity and improvements to and investments in our shopping centers, including capital expenditures associated with leasing and redevelopment efforts and our acquisition and disposition programs. Capital used to fund these activities, and the source thereof, can vary significantly from period to period based on the volume and timing of these activities.value-enhancing reinvestment activity.


During the year ended December 31, 2017,2023, our net cash flow used in investing activities decreased $89.0$299.4 million, as compared to the corresponding period in 2016.2022. The decrease was primarily due to (i) an increasea decrease of $240.2 million in proceeds from sales of real estate assets and unconsolidated joint venture interest, partially offset by (ii) an increase of $143.7$407.4 million in acquisitions of real estate assets and (ii) a decrease of $4.3 million in purchases of marketable securities, net of sales; partially offset by (iii) a decrease of $97.5 million in net proceeds from sales of real estate assets; and (iv) an increase of $10.4$14.8 million in improvements to and investments in real estate assets.


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Improvements to and investments in real estate assets
During the yearyears ended December 31, 20172023 and 2016,2022, we expended $202.9$345.2 million and $192.4$330.4 million, respectively, on improvements to and investments in real estate assets. Included in these amounts are insurance proceeds of $0.7 million and $7.7 million, respectively, which were received during the year ended December 31, 2023 and 2022.


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 or renew space, including tenant improvements, tenant allowances, and tenant allowances.external leasing commissions. In addition, we evaluate our Portfolio on an ongoing basis to identify value-enhancing anchor space repositioning, redevelopment and developmentreinvestment 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, 2017,2023, we had 4745 in-process anchor space repositioning, redevelopment and outparcel development projects in process with an aggregate anticipated cost of $294.9$429.2 million, of which $112.1$197.2 million hashad been incurred as of December 31, 2023. In addition, we have identified a pipeline of future redevelopment projects aggregating approximately $900 million of potential capital investment, which we expect to date.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 available propertiesacquisition opportunities and we may acquire shopping centers when we believe strategic opportunities exist, particularly where we can enhanceto further concentrate our concentrationPortfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our Portfolio.asset base. During the year ended December 31, 2017, 2023, we acquired four shopping centers, one building, two outparcel buildings and two outparcels land parcels for an aggregate purchase price of $2.3 million, including transaction costs of $190.5 million.

We may also dispose of properties when we feel growth has been maximized or the assets are no longer a strategic fit for our Portfolio. and closing credits. During the year ended December 31, 2017,2022, we disposed of 29 wholly ownedacquired seven shopping centers, one outparcel, and two outparcel buildingsone land parcel for net proceedsan aggregate purchase price of $330.8$409.7 million,. In addition, during including transaction costs and closing credits.

We may also dispose of properties when we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to build critical mass in a particular submarket. During the year ended December 31, 2017, 2023, we disposed of our sole unconsolidated joint venture interest11 shopping centers and nine partial shopping centers for aggregate net proceeds of $12.4$182.0 million. In addition, during the year ended December 31, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset. 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.


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


During the year ended December 31, 2017,2023, our net cash used in financing activities increased $57.5$47.7 million, as compared to the corresponding period in 2016.2022. The increase was primarily due to (i) a $38.8$53.1 million decrease in issuances of common stock; (ii) a $25.7 million increase in debt repayments, net of borrowings, (ii) an increase of $19.2 million in distributions to our common stock holders, partners and non-controlling interests,stockholders; and (iii) ana $0.7 million increase of $5.9 million in repurchases of common stock,stock; partially offset by (iv) a $24.2 million decrease in debt borrowings, net of $6.5repayments; and (v) a $7.6 million decrease in deferred financing and debt extinguishment costs.

Contractual Obligations
Our contractual obligations relate to our debt, including secured loans, unsecured notes payable and unsecured credit facilities, with maturities ranging from one year to 12 years, in addition to non-cancelable operating leases pertaining to shopping centers where we are the lessee and to our corporate offices.

The following table summarizes our debt maturities (excluding extension options), interest payment obligations (excluding debt premiums and discounts and deferred financing costs) and obligations under non-cancelable operating leases (excluding extension options) as of December 31, 2017:
Contractual Obligations
(in thousands)
 Payment due by period
  2018 2019 2020 2021 2022 Thereafter Total
Debt(1)
 $203,118
 $618,679
 $672,695
 $686,225
 $500,000
 $3,025,453
 $5,706,170
Interest payments(2)
 215,686
 201,526
 187,060
 140,010
 131,991
 289,559
 1,165,832
Operating leases 7,092
 7,010
 7,027
 7,231
 7,215
 71,860
 107,435
Total $425,896
 $827,215
 $866,782
 $833,466
 $639,206
 $3,386,872
 $6,979,437
               
(1)
Debt includes scheduled principal amortization and maturities for secured loans, unsecured credit facilities and unsecured notes payable.
(2)
As of December 31, 2017, we incur variable rate interest on (i) $185.0 million of a term loan under our Unsecured Credit Facility; (ii) a $500.0 million term loan under our Unsecured Credit Facility; (iii) a $600.0 million term loan under our $600 Million Term Loan, and (iv) a $300 million term loan under our $300 Million Term Loan. Additionally, we have in-place nine interest rate swap agreements with an aggregate notional value of $1.4 billion, which effectively convert a portion of the variable interest payments to fixed interest payments. For a further discussion of these and other factors that could impact interest payments please see Item 7A. “Quantitative and Qualitative Disclosures.” Interest payments for these variable rate loans are presented using rates (including the impact of interest rate swaps) as of December 31, 2017.


Non-GAAP DisclosuresPerformance 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 (presented(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 (presented(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 as supplemental financial results to those presentedcalculated 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
32

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
NAREITNareit FFO (defined hereafter) is a supplemental, non-GAAP performance measure utilized to evaluate the operating and financial performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”)Nareit defines FFOfunds from operations ("FFO") as net income (loss) presented, calculated in accordance with GAAP, excluding (i) gain (loss) on disposition of operating properties, and (ii) extraordinary items, plus (iii) depreciation and amortization related to real estate, (ii) gains and losses from the sale of operating properties,certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of operating properties andcertain real estate equityassets 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.


WeConsidering the nature of our business as a real estate owner and operator, we believe NAREITthat Nareit FFO assistsis useful to investors in analyzingmeasuring our comparative operating and financial performance because by excludingthe 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 related to dispositionsfrom the sale of previously depreciated operating properties, real estate-related depreciation and amortization of continuing operations, impairment of operating properties andcertain real estate equity investments, extraordinary items,assets and after adjustments for joint ventures calculated to reflect FFO on the same basis, investors can compare the operating performanceimpairment write-downs of a company’scertain real estate between periods.assets.


Our reconciliation of BPG’s net income to NAREITNareit FFO for the years ended December 31, 2017, 20162023 and 20152022 is as follows (in thousands, except per share amounts):
 Year Ended December 31,
 20232022
Net income$305,087 $354,193 
Depreciation and amortization related to real estate358,088 340,561 
Gain on sale of real estate assets(65,439)(111,563)
Impairment of real estate assets17,836 5,724 
Nareit FFO$615,572 $588,915 
Nareit FFO per diluted share$2.04 $1.95 
Weighted average diluted shares outstanding302,376 301,742 
 Year Ended December 31,
 2017 2016 2015
Net income$300,369
 $278,142
 $197,536
Gain on disposition of operating properties(68,847) (35,613) (11,744)
Gain on disposition of unconsolidated joint venture interest(4,556) —
 —
Depreciation and amortization-real estate related-continuing operations371,255
 384,187
 413,470
Depreciation and amortization-real estate related-unconsolidated joint venture56
 88
 85
Impairment of operating properties40,104
 5,154
 807
NAREIT FFO$638,381
 $631,958
 $600,154
NAREIT FFO per share/OP Unit – diluted
$2.09
 $2.07
 $1.97
Weighted average shares/OP Units outstanding – basic and diluted(1)
305,281
 305,059
 305,023

(1)
Basic and diluted shares/OP Units outstanding reflects an assumed conversion of vested OP Units to common stock of the Company and the vesting of certain equity awards.


Same Property Net Operating Income
Same Property Net Operating Income (“NOI”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),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 expense reimbursements,rental income, percentage rents, and percentage rents)other revenues) less direct property operating expenses (operating costs and real estate taxes and provision for doubtful accounts)taxes). Same property NOI excludes corporate level(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 management, transaction,interest expense and other fees),gain on sale of real estate assets).

Considering the nature of our business as a real estate owner and operator, we believe that 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- and below-market rentabove-market leases and tenant inducements, straight-line ground rent expense, andnet, income /or expense associated with the Company’sour captive insurance company.

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 Same Propertythat same property NOI assistsis also useful to investors in analyzing our comparative operating and financial performance because it further eliminates disparities in NOI due toby only including NOI of properties owned for the acquisition, disposition or stabilizationentirety of both periods presented and excluding properties under development and completed new development properties during the period presented,that have been stabilized for less than one year and
33

therefore provides a more consistent metric for comparing the operating performance of a company’sour real estate between periods.





Comparison of the Year Ended December 31, 20172023 to the Year Ended December 31, 20162022
Year Ended December 31,
20232022Change
Number of properties345 345 — 
Percent billed90.6 %90.4 %0.2 %
Percent leased94.7 %94.1 %0.6 %
Revenues
Rental income$1,140,455 $1,100,048 $40,407 
Other revenues1,192 678 514 
1,141,647 1,100,726 40,921 
Operating expenses
Operating costs(137,863)(130,292)(7,571)
Real estate taxes(157,636)(157,024)(612)
(295,499)(287,316)(8,183)
Same property NOI$846,148 $813,410 $32,738 
    Year Ended December 31,  
    2017 2016 Change
      
Number of properties479
 479
 —
Percent billed90.3% 90.7% (0.4%)
Percent leased92.2% 92.9% (0.7%)
         
Revenues     
 Base rent$895,447
 $877,117
 $18,330
 Ancillary and other15,804
 15,599
 205
 Expense reimbursements268,690
 259,261
 9,429
 Percentage rents7,023
 5,711
 1,312
    1,186,964
 1,157,688
 29,276
Operating expenses     
 Operating costs(134,172) (128,027) (6,145)
 Real estate taxes(172,644) (167,796) (4,848)
 Provision for doubtful accounts(4,809) (8,780) 3,971
    (311,625) (304,603) (7,022)
Same property NOI$875,339
 $853,085
 $22,254
         
NOI margin73.7% 73.7%  
Expense recovery ratio87.6% 87.6%  


The following table provides a reconciliation of Netnet income attributable to common stockholders to Same Propertysame property NOI for the periods presented (in thousands):
Year Ended December 31,
20232022
Net income$305,087 $354,193 
Adjustments:
Non-same property NOI(41,594)(57,551)
Lease termination fees(4,622)(3,231)
Straight-line rental income, net(23,498)(23,458)
Accretion of below-market leases, net of amortization of above-market leases and tenant inducements(9,153)(8,793)
Straight-line ground rent expense(31)160 
Depreciation and amortization362,277 344,731 
Impairment of real estate assets17,836 5,724 
General and administrative117,128 117,225 
Total other expense122,718 84,410 
Same property NOI$846,148 $813,410 
 Year Ended December 31,
 2017 2016
Net income attributable to common stockholders$300,254
 $275,478
Adjustments:   
Non-same property NOI(34,705) (41,320)
Lease termination fees(6,542) (12,920)
Straight-line rental income, net(18,451) (14,444)
Amortization of above- and below-market rent and tenant inducements, net(27,445) (36,719)
Fee income(320) (1,221)
Straight-line ground rent expense134
 1,035
Depreciation and amortization375,028
 387,302
Impairment of real estate assets40,104
 5,154
General and administrative92,247
 92,248
Total other expense159,857
 196,305
Equity in income of unconsolidated joint venture(381) (477)
Gain on disposition of unconsolidated joint venture interest(4,556) —
Net income attributable to non-controlling interests76
 2,514
Preferred stock dividends39
 150
Same property NOI$875,339
 $853,085


Our Critical Accounting PoliciesEstimates
Our discussion and analysis of theour historical financial condition and operating results of operations 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. ForThe following accounting estimates are considered critical because they are particularly dependent on management’s judgment about matters that have a discussionsignificant level of recently-issueduncertainty at the time the accounting estimates are made, and adopted accounting standards, see Note 1changes to those estimates could have a material impact on our financial statements contained elsewhere in this annual report on Form 10-K.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 in the Company’son our Consolidated Statements of Operations and contractual payment terms is recordedrecognized as deferred rent and presentedincluded in Receivables,
34

net on the accompanyingour Consolidated Balance Sheets within Receivables, net. 

The Company commencesSheets. We commence recognizing rental revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controlsdate we make the physicalunderlying asset available for use ofby the leased asset.

Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee.  These percentage rents are recognized upon the achievement of certain pre-determined sales levels.tenant. Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and other operating expensescertain capital expenditures related to the maintenance of our properties, by the lessee and are recognized in the period the applicable expenditures are incurred. incurred and/or contractually required to be reimbursed.


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 CompanyWe periodically evaluatesevaluate the collectability of itsour receivables related to rental revenue, straight-line rent, expense reimbursements, and those attributable to other revenue generating activities. The Company analyzes itsWe analyze individual tenant receivables and historical bad debt levels,consider tenant credit-worthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating the adequacycollectability. Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on our Consolidated Statements of its allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.Operations.


Real Estate - Estimates Related to Valuing Acquired Assets and Liabilities
Real estate assets are recorded in the Company’srecognized on our Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, management estimateswe estimate the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), and identifiable intangible assets and liabilities (consisting of aboveabove- and below-market leases and in-place leases and tenant relationships), and assumed debtleases) based on an evaluation of available information. Based on these estimates,Transaction costs incurred during the estimated fair value is allocated toacquisition process are capitalized as a component of the acquired assets and assumed liabilities.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, of an acquired operating property, the value of above-market and below-market leases is estimated based on the present value (using a discount rate reflecting the risks associated with the leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the lesser of 30 years or the remaining non-cancelable term of the lease,leases, which includes renewal periods with fixed rental terms that are considered to be below-market. The capitalized above-market or below-market intangible isintangibles are amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease.the leases.


In determining theThe value of in-place leases and tenant relationships, management evaluatesis estimated based on management’s evaluation of the specific characteristics of each tenant lease, including: (i) fair market rent and the Company’s overall relationship with each tenant. Factors considered include, but are not limited to:reimbursement of property operating expenses, including common area expenses, utilities, insurance, real estate taxes, and certain capital expenditures related to the naturemaintenance of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a propertyour properties, that would be forgone during a hypothetical expected lease-up period current market conditions and (ii) costs that would be incurred, including leasing commissions, legal and marketing costs, and tenant improvements and allowances, to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include property operating costs, insurance, real estate taxes and estimates of lost rentals at market rates. Costs to execute similar leases include leasing commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The valuesvalue assigned to in-place leases and tenant relationships areis amortized to Depreciationdepreciation and amortization expense over the remaining term of each lease.



Real Estate - Estimates Related to Impairments

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 improvements20 – 40 years
Furniture, fixtures, and equipment5 – 10 years
Tenant improvementsThe shorter of the term of the related lease or useful life

Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed to Operating costs as incurred.

When a real estate asset is identified by management as held-for-sale, the Company discontinues depreciation 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, a loss is recognized to reflect the estimated fair value. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.

On a periodic basis, management assessesWe periodically assess whether there are any indicators, including property operating performance, changes in anticipated holdinghold period, and general market conditions, that the carrying value of the Company’sour 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’sour estimate of currentaggregate future undiscounted and projectedunleveraged property operating cash flows, (undiscounted and unleveraged), taking into account the anticipated and probability weighted holdingprobability-weighted hold period, areis less than a real estate asset’sthe carrying value.value of the property. Various factors are considered in the estimation process that are subject to significant management judgment, including trends and prospectsthe anticipated hold period, current and/or future reinvestment projects, and the effects of demand and competition and other economic factors.on future operating income and/or property values. Changes in any estimates and/or assumptions, includingparticularly the anticipated holdinghold period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a lossan impairment charge is recognized to reflect the estimated fair value of the asset.

When we identify a real estate asset as held for the excess of its carrying amount over its fair value.

In situations in which a lease or leases with a tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets insale, we discontinue depreciating the asset group relatedand 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 lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in-place leaseestimated fair value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination, the Company may accelerate the depreciation and amortization associated with the asset group.asset.

35
Stock Based Compensation

The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance which requires that all share based payments to employees and non-employee directors be recognized in the statement 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 stock, the Black-Scholes-Merton option-pricing model or a Monte Carlo simulation model. Share-based compensation expense is included in General and administrative expenses in the Company’s Consolidated Statements of Operations.

Inflation
Inflation has been historicallyPrior to 2021, inflation was low and has had a minimal impact on our operating and financial performance; however, inflation has significantly increased over the operating performance oflast three years and may continue to be elevated or increase further. With respect to our shopping centers; however, inflation may increase in the future. Most ofcenters, 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 their sharea portion of property operating costs,expenses, including common area expenses, utilities, insurance, and real estate taxes, and insurance,certain capital expenditures related to the maintenance of our properties, thereby reducing our exposure to increases in property-level costsproperty operating expenses resulting from inflation. In addition,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 levelsrates 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. In addition, withrates, which may also offset certain non-reimbursed inflationary cost 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 whichthat 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.

36
Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of December 31, 2017.


Item 7A. Quantitative and Qualitative Disclosures aboutAbout 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 objective in using interest rate derivativesuse of derivative instruments is to add stability to interest expense andintended to manage our exposure to interest rate movements. To achieve our objectives we borrow primarily at fixed rates or variable rates with the lowest spreads available.


With regard to variable ratevariable-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 orand forecasted debt obligations, as well as our potential offsetting hedge positions. TheOur 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. The marketMarket 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 contractinstrument 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, 2017,2023, we had $1.6 billion of$518.5 million outstanding variable rate borrowings under our Unsecured Credit Facility, $600 Million Term Loan and $300 Million Term Loanvariable-rate indebtedness which borebears interest at a rate equal to LIBORthe Secured Overnight Financing Rate ("SOFR") plus a spread of 1.35%, 1.40%credit spreads and 1.90%, respectively.reference rate adjustments ranging from 95 basis points to 105 basis points. We have interest rate swap agreements on $1.4 billion$500.0 million of our variable rate borrowings,variable-rate indebtedness, which effectively convert the base rate on the borrowingsindebtedness from variable to fixed. If market rates of interest on our variable ratevariable-rate debt increased or decreased by 100 basis points, the increasechange in annual interest expense on our variable ratevariable-rate debt would decrease future earnings and cash flows by approximately $1.9$0.2 million (afteror increase earnings and cash flows by approximately $0.2 million, respectively, after taking into account the impact of the $1.4 billion$500.0 million of interest rate swap agreements). If market rates of interest on our variable rate debt decreased by 100 basis points, the decrease in annual interest expense on our variable rate debt would increase future earnings and cash flows by approximately $1.9 million (after taking into account the impact of the $1.4 billion of interest rate swap agreements).agreements.





























37

The table below presents the maturity profile, weighted average interest rates and fair value of total debt as of December 31, 2017.2023. The table has limited predictive value as average interest rates for variable ratevariable-rate debt included in the table represent rates that existed as of December 31, 20172023 and are subject to change. Further,Furthermore, the table below incorporates only those exposures that existexisted as of December 31, 20172023 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 the period,future periods, our hedging strategies at that time, and actual interest rates.

(dollars in thousands)20242025202620272028ThereafterTotalFair Value
Unsecured Debt
Fixed rate$300,352 $700,000 $607,542 $400,000 $357,708 $2,053,203 $4,418,805 $4,155,332 
Weighted average interest rate(1)
3.70 %3.67 %3.56 %3.50 %3.71 %3.71 %
Variable rate$— $— $18,500 $500,000 $— $— $518,500 $518,500 
Weighted average interest rate(1)(2)(3)
4.06 %4.06 %3.98 %— %— %— %
(1)    Weighted average interest rates for all years presented include the impact of our interest rate swap agreements in place as of December 31, 2023 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.
(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, 2023 are as follows:
Credit Spread Grid
As of December 31, 2023SOFR Rate LoansBase Rate Loans
Variable Rate DebtSOFR RateReference Rate AdjustmentCredit SpreadAll-in-RateCredit SpreadCredit Spread
Revolving Facility(1)(2)
5.38%0.10%0.85%6.33%0.83% – 1.50%0.00% – 0.40%
Term Loan Facility(2)
5.34%0.10%0.95%6.39%0.90% – 1.70%0.00% – 0.60%
(1)    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.
(2)    The Company's Revolving Facility and Term Loan Facility include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points. During the year ended December 31, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the year ended December 31, 2023 and year ended December 31, 2022 resulting in a less than $0.1 million increase to interest expense.

(3)    We have in place seven 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, 2023 is as follows (dollars in thousands):
As of December 31, 2023
Variable Rate DebtAmountWeighted Average Fixed SOFR RateCredit SpreadReference Rate AdjustmentSwapped All-in-Rate
Term Loan Facility(1)
$300,000 2.59%0.95%—%3.54%
Term Loan Facility$200,000 3.59%0.95%0.10%4.64%
(1)    Reference Rate Adjustment of 10 basis points is embedded in the Weighted Average Fixed SOFR Rate for the interest rate swaps on $300.0 million outstanding under our Term Loan Facility.

(dollars in thousands) 2018 2019 2020 2021 2022 Thereafter Total Fair Value
Secured Debt                
Fixed rate $18,118
 $18,679
 $672,695
 $186,225
 $—
 $7,000
 $902,717
 $963,702
Weighted average interest rate(1)
 6.16% 6.16% 6.17% 4.40% 4.40% 4.40%    
                 
Unsecured Debt                
Fixed rate $—
 $—
 $—
 $—
 $500,000
 $2,718,453
 $3,218,453
 $3,224,877
Weighted average interest rate(1)
 3.81% 3.81% 3.81% 3.81% 3.79% 3.79%    
                 
Variable rate(2) (3)
 $185,000
 $600,000
 $—
 $500,000
 $—
 $300,000
 $1,585,000
 $1,586,206
Weighted average interest rate(1)
 2.50% 2.68% 2.68% 3.05% 3.05% 3.05%    
                 
(1)
Weighted average interest rates are on the debt balances as of the end of each year and assumes repayment of debt on its scheduled maturity date.






(2)
Our variable rate debt is based on a credit rating grid. The credit rating grid and all-in-rate on outstanding variable rate debt as of December 31, 2017 is as follows:
        Credit Spread Grid
  As of December 31, 2017 LIBOR Rate Loans Base Rate Loans
Variable Rate Debt LIBOR Rate Credit Spread All-in-Rate Credit Spread Facility Fee Credit Spread Facility Fee
Unsecured Credit Facility (term loans) 1.38% 1.35% 2.73% 0.90% – 1.75% N/A 0.00% – 0.75% N/A
Unsecured Credit Facility (Revolving Facility) 1.50% 1.20% 2.70% 0.88% – 1.55% 0.13% – 0.30% 0.00% – 0.55% 0.13% – 0.30%
$600 Million Term Loan 1.38% 1.40% 2.78% 0.95% – 1.95% N/A 0.00% – 0.95% N/A
$300 Million Term Loan 1.36% 1.90% 3.26% 1.50% – 2.45% N/A 0.50% – 1.45% N/A

(3)
The Company has in place nine interest rate swaps agreements that convert the variable interest rates on portions of our variable rate debt to fixed rates. The balances subject to interest rates swaps as of December 31, 2017 are as follows (dollars in thousands):
  As of December 31, 2017
Variable Rate Debt Amount Weighted Average Fixed LIBOR Rate Credit Spread Swapped All-in-Rate
Unsecured Credit Facility (term loans) $685,000
 1.03% 1.35% 2.38%
$600 Million Term Loan $600,000
 0.86% 1.40% 2.26%
$300 Million Term Loan $115,000
 0.82% 1.90% 2.72%

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 withWith Accountants on Accounting and Financial Disclosure
None.






38

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,Steven T. Gallagher, concluded that BPG’s disclosure controls and procedures were effective as of December 31, 2017.2023.


Management’s Report on Internal Control Over Financial Reporting
BPG’s management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of BPG’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. BPG’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of BPG’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of BPG are being made only in accordance with authorizations of management and directors of BPG; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on BPG’s financial statements.




All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, 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 Chief Executive Officerprincipal executive officer and Chief Financial Officer,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”("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, 2017.2023.


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, 20172023 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
39

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,Steven T. Gallagher, concluded that the Operating Partnership’s disclosure controls and procedures were effective as of December 31, 2017.2023.


Management’s Report on Internal Control Over Financial Reporting
The Operating Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of the Operating Partnership’s financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Operating Partnership’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Operating Partnership’s assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Operating Partnership are being made only in accordance with authorizations of management and directors of the Operating Partnership; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on the Operating Partnership’s financial statements.


All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Under the supervision and with the participation of its management, including its Chief Executive Officerprincipal executive officer and Chief Financial Officer,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


Committee of Sponsoring Organizations (“COSO”) 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, 2017.2023.


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, 20172023 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.During the three months ended December 31, 2023, no director or officer of the Company, nor the Company itself, adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.




Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections


Not applicable.

40

PART III


Item 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be included in the definitive proxy statement relating to the 20182024 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018April 25, 2024 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 20172023 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 20182024 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018April 25, 2024 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 20172023 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 20182024 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018April 25, 2024 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 20172023 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 20182024 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018April 25, 2024 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 20172023 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 20182024 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018April 25, 2024 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 20172023 fiscal year covered by this Form 10-K.




41

PART IV


Item 15. Exhibits,Exhibit and Financial Statement Schedules
(a) Documents filed as part of this report
Form 10-K Page
1CONSOLIDATED STATEMENTS
Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
F-F-22
Brixmor Property Group Inc.:
Consolidated Balance Sheets as of December 31, 20172023 and 20162022
F-F-68
Consolidated Statements of Operations for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-79
Consolidated Statements of Comprehensive Income for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-810
Consolidated Statement of Changes in Equity for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-911
Consolidated Statements of Cash Flows for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1012
Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 20172023 and 20162022
F-F-1113
Consolidated Statements of Operations for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1214
Consolidated Statements of Comprehensive Income for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1315
Consolidated Statement of Changes in Capital for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1416
Consolidated Statements of Cash Flows for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1517
Notes to Consolidated Financial Statements
F-F-1618
2CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule II – Valuation and Qualifying Accounts
F-F-4040
Schedule III – Real Estate and Accumulated Depreciation
F-F-4141
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.







42


(b) Exhibits. The following documents are filed as exhibits to this report:
Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFormFile No.Date of
Filing		Exhibit
Number		Filed
Herewith
3.1
Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 20138-K001-3616011/4/20133.1
3.2
Second Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of February 1, 20228-K001-361602/4/20223.1
3.3
Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP10-K001-361603/12/201410.7
3.4
Second Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 28, 2019, by and among Brixmor OP GP LLC, as General Partner, BPG Subsidiary Inc., as Limited Partner, BPG Sub LLC, as Limited Partner, and the other limited partners from time to time party thereto10-Q001-3616010/28/20193.1
4.1
Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (the “2015 Indenture”)8-K001-361601/21/20154.1
4.2
First Supplemental Indenture to the 2015 Indenture, dated January 21, 2015, among Brixmor Operating Partnership LP, as issuer, and Brixmor OP GP LLC and BPG Subsidiary Inc., as possible future guarantors, and The Bank of New York Mellon, as trustee8-K001-361601/21/20154.2
4.3
Third Supplemental Indenture to the 2015 Indenture, dated June 13, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K00-361606/13/20164.2
4.4
Fifth Supplemental Indenture to the 2015 Indenture, dated March 8, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K00-361603/8/20174.2
4.5
Sixth Supplemental Indenture to the 2015 Indenture, dated June 5, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K00-361606/5/20174.2
4.6
Eighth Supplemental Indenture to the 2015 Indenture, dated May 10, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K00-361605/10/20194.2
4.7
Amendment No. 1 to the Eighth Supplemental Indenture, dated August 15, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K00-361608/15/20194.3
43

    Incorporated by Reference  
Exhibit
Number
 Exhibit Description Form File No. 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
3.1
 Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 2013 8-K 001-36160 11/4/2013 3.1  
3.2
 Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of February 28, 2017 8-K 001-36160 3/3/2017 3.1  
3.3
 Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP 10-K 001-36160 3/12/2014 10.7  
3.4
 Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 29, 2013, by and between Brixmor OP GP LLC, as General Partner, BPG Subsidiary Inc., as Special Limited Partner, and the other limited partners from time to time party thereto 8-K 001-36160 11/4/2013 10.1  
3.5
 Amendment No. 1 to the Amended and Restated Limited Partnership Agreement of Brixmor Operating Partnership LP, dated as of October 29, 2013, by and between Brixmor OP GP LLC, as General Partner, and the limited partners from time to time party thereto 8-K 001-36160 11/4/2013 10.2  
3.6
 Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of March 11, 2014 8-K 001-36160 3/14/2014 10.1  
3.7
 Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of March 28, 2014 8-K 001-36160 4/3/2014 10.1  
4.1
 Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee. 8-K 001-36160 1/21/2015 4.1  
4.2
 First Supplemental Indenture, dated January 21, 2015, among Brixmor Operating Partnership LP, as issuer, and Brixmor OP GP LLC and BPG Subsidiary Inc., as possible future guarantors, and The Bank of New York Mellon, as trustee. 8-K 001-36160 1/21/2015 4.2  
4.3
 Second Supplemental Indenture, dated August 10, 2015, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee. 8-K 00-36160 8/10/2015 4.2  
4.4
 Third Supplemental Indenture, dated June 13, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee. 8-K 00-36160 6/13/2016 4.2  


Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFormFile No.Date of
Filing		Exhibit
Number		Filed
Herewith
4.8
Ninth Supplemental Indenture, dated June 10, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K001-361606/10/20204.2
4.9
Amendment No. 1 to the Ninth Supplemental Indenture, dated August 20, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K001-361608/20/20204.3
4.10
Tenth Supplemental Indenture, dated March 5, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K001-361603/5/20214.2
4.11
Eleventh Supplemental Indenture, dated August 16, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K001-361608/16/20214.2
4.12
Twelfth Supplemental Indenture, dated January 12, 2024, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee8-K001-361601/12/20244.2
4.13
Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”)S-333-613837/28/19954.2
4.14
First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company10-Q001-1224411/12/199910.2
4.15
Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust Company, National Association10-Q001-122448/9/20074.2
4.16
Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S. Bank Trust Company, National AssociationS-11333-1900028/23/20134.4
4.17
Supplemental Indenture to the 1995 Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust Company, National Association8-K001-3616010/17/20144.1
4.18
Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999 Indenture”)8-K001-122442/3/19994.1
4.19
Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC, New Plan Realty Trust, LLC and U.S. Bank Trust National Association10-Q001-122448/9/20074.3
4.20
Description of Registered Securities10-K001-361602/7/20224.22
44

    Incorporated by Reference  
Exhibit
Number
 Exhibit Description Form File No. 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
4.5
 Fourth Supplemental Indenture, dated August 24, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee. 8-K 00-36160 8/24/2016 4.2  
4.6
 Fifth Supplemental Indenture, dated March 8, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee. 8-K 00-36160 3/8/2017 4.2  
4.7
 Sixth Supplemental Indenture, dated June 5, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee. 8-K 00-36160 6/5/2017 4.2  
4.8
 Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”) S-3 33-61383 7/28/1995 4.2  
4.9
 First Supplemental Indenture to the 1995 Indenture, dated as of August 5, 1999, by and among New Plan Realty Trust, New Plan Excel Realty Trust, Inc. and State Street Bank and Trust Company 10-Q 001-12244 11/12/1999 10.2  
4.10
 Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S. Bank Trust National Association 10-Q 001-12244 8/9/2007 4.2  
4.11
 Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S. Bank Trust National Association S-11 333-190002 8/23/2013 4.4  
4.12
 Supplemental Indenture to the 1995 Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S. Bank Trust National Association 8-K 001-36160 10/17/2014 4.1  
4.13
  Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999 Indenture”) 8-K 001-12244 2/3/1999 4.1  
4.14
 Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC, New Plan Realty Trust, LLC and U.S. Bank Trust National Association 10-Q 001-12244 8/9/2007 4.3  
10.1
 Term Loan Agreement, dated March 18, 2014, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto 8-K 001-36160 3/18/2014 10.1  


Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFormFile No.Date of
Filing		Exhibit
Number		Filed
Herewith
10.1*
2022 Omnibus Incentive Plan8-K001-361604/29/202210.1
10.2*
Form of Director and Officer Indemnification AgreementS-11333-1900028/23/201310.19
10.3*
Form of Director Restricted Stock Award Agreement10-K001-361602/13/202310.3
10.4*
Form of Brixmor Property Group Inc. Restricted Stock Unit Agreement (TRSUs, PRSUs, and OPRSUs)————x
10.5*
Employment Agreement, dated April 12, 2016, by and between Brixmor Property Group Inc. and James M. Taylor10-Q001-361607/25/201610.1
10.6*
First Amendment to Employment Agreement, dated February 2, 2021, by and between Brixmor Property Group Inc. and James M. Taylor8-K001-361602/4/202110.1
10.7*
Employment Agreement, dated May 11, 2016, by and between Brixmor Property Group Inc. and Mark T. Horgan10-K001-361602/13/201710.22
10.8*
First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Mark T. Horgan8-K001-361603/8/201910.2
10.9*
Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc. and Mark T. Horgan8-K001-361602/4/202210.2
10.10*
Employment Agreement, dated December 5, 2014, by and between Brixmor Property Group Inc. and Brian T. Finnegan10-K001-361602/13/201710.23
10.11*
First Amendment to Employment Agreement, dated September 27, 2023, by and between Brixmor Property Group Inc. and Brian T. Finnegan8-K001-361609/29/202310.2
10.12*
Employment Agreement, dated November 1, 2011, by and between Brixmor Property Group Inc. and Steven F. SiegelS-11333-1900028/23/201310.23
10.13*
First Amendment to Employment Agreement, dated February 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel10-Q001-361604/29/201910.3
10.14*
Second Amendment to Employment Agreement, dated April 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel10-Q001-361604/29/201910.4
10.15
Third Amended and Restated Revolving Credit Agreement, dated as of April 28, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto10-Q001-361605/2/202210.1
45

    Incorporated by Reference  
Exhibit
Number
 Exhibit Description Form File No. 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
10.2
 Amendment No. 1 to Term Loan Agreement, dated as of February 5, 2015, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent 8-K 001-36160 2/9/2015 10.2  
10.3
 Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden SC Owner, LLC, Centro NP Clark, LLC, Centro NP Hamilton Plaza Owner, LLC, Centro NP Holdings 11 SPE, LLC, Centro NP Holdings 12 SPE, LLC, Centro NP Atlantic Plaza, LLC, Centro NP 23rd Street Station Owner, LLC, Centro NP Coconut Creek Owner, LLC, Centro NP Seminole Plaza Owner, LLC, Centro NP Ventura Downs Owner, LLC, Centro NP Augusta West Plaza, LLC, Centro NP Banks Station, LLC, Centro NP Laurel Square Owner, LLC, Centro NP Middletown Plaza Owner, LLC, Centro NP Miracle Mile, LLC, Centro NP Ridgeview, LLC, Centro NP Surrey Square Mall, LLC, Centro NP Covington Gallery Owner, LLC, Centro NP Stone Mountain, LLC, Centro NP Greentree SC, LLC, Centro NP Arbor Faire Owner, LP, Centro NP Holdings 10 SPE, LLC, HK New Plan Festival Center (IL), LLC and JPMorgan Chase Bank, N.A., as lender S-11 333-190002 8/23/2013 10.9  
10.4
 Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender (regarding Loan Agreement with Centro NP New Garden SC Owner, LLC, et al.) S-11 333-190002 8/23/2013 10.10  
10.5
 Senior Mezzanine Loan Agreement, dated as of July 28, 2010, by and among Centro NP New Garden Mezz 1, LLC, Centro NP Senior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender S-11 333-190002 8/23/2013 10.11  
10.6
 Senior Mezzanine Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender S-11 333-190002 8/23/2013 10.12  
10.7
 Omnibus Amendment to the Mezzanine Loan Documents, dated as of September 1, 2010, by and among Centro NP New Garden Mezz 1, LLC, Centro NP Senior Mezz Holding, LLC and JPMorgan Chase Bank, N.A., as lender S-11 333-190002 8/23/2013 10.13  
10.8
 Loan Agreement, dated as of July 28, 2010, by and between Centro NP Roosevelt Mall Owner, LLC and JPMorgan Chase Bank, N.A., as lender S-11 333-190002 8/23/2013 10.14  


Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFormFile No.Date of
Filing		Exhibit
Number		Filed
Herewith
10.16
Amended and Restated Term Loan Agreement, dated as of April 28, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto10-Q001-361605/2/202210.2
10.17
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 thereto10-K001-361602/13/202310.19
21.1
Subsidiaries of the Brixmor Property Group Inc.————x
21.1
Subsidiaries of the Brixmor Operating Partnership LP————x
23.1
Consent of Deloitte & Touche LLP for Brixmor Property Group Inc.————x
23.2
Consent of Deloitte & Touche LLP for Brixmor Operating Partnership LP————x
31.1
Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002————x
31.2
Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002————x
31.3
Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002————x
31.4
Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002————x
32.1
Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002————x
32.2
Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002————x
46
    Incorporated by Reference  
Exhibit
Number
 Exhibit Description Form File No. 
Date of
Filing
 
Exhibit
Number
 
Filed
Herewith
10.9
 Guaranty, dated as of July 28, 2010, made by Centro NP LLC for the benefit of JPMorgan Chase Bank, N.A., as lender (regarding Loan Agreement with Centro NP Roosevelt Mall Owner, LLC) S-11 333-190002 8/23/2013 10.15  
10.10*
 2013 Omnibus Incentive Plan S-11 333-190002 9/23/2013 10.18  
10.11*
 Form of Director and Officer Indemnification Agreement S-11 333-190002 8/23/2013 10.19  
10.12*
 Employment Agreement, dated November 1, 2011, between BPG Subsidiary Inc. and Steven F. Siegel S-11 333-190002 8/23/2013 10.23  
10.13*
 Form of Brixmor Property Group Inc. Restricted Stock Grant and Acknowledgment S-11 333-190002 10/4/2013 10.26  
10.14*
 Form of Director Restricted Stock Award Agreement S-11 333-190002 10/4/2013 10.30  
10.15*
 Form of Restricted Stock Unit Agreement 10-Q 001-36160 4/26/2016 10.6  
10.16*
 Employment Agreement, dated April 12, 2016 by and between Brixmor Property Group Inc. and James M. Taylor 10-Q 001-36160 7/25/2016 10.1  
10.17*
 Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc. and Angela Aman 10-Q 001-36160 7/25/2016 10.2  
10.18*
 Employment Agreement, dated May 11, 2016 by and between Brixmor Property Group Inc. and Mark T. Horgan 10-K 001-36160 2/13/2017 10.22  
10.19*
 Employment Agreement, dated December 5, 2014 by and between Brixmor Property Group Inc. and Brian T. Finnegan 10-K 001-36160 2/13/2017 10.23  
10.20
 Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 25, 2016, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. 10-Q 001-36160 7/25/2016 10.5  
10.21
 Amendment No. 2 to Term Loan Agreement, dated as of July 25, 2016, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. 10-Q 001-36160 7/25/2016 10.6  
10.22
 Term Loan Agreement, dated as of July 28, 2017, among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. 8-K 001-36160 7/31/2017 10.1  
12.1
 Computation of Consolidated Ratio of Earnings to Fixed Charges and Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends — — — — x
21.1
 Subsidiaries of the Brixmor Property Group Inc. — — — — x



Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFormFile No.Date of
Filing		Exhibit
Number		Filed
Herewith
Exhibit
Number97.1
Policy Relating to Recovery of Erroneously Awarded CompensationExhibit Description——Form——File No.
Date of
Filing
Exhibit
Number
Filed
Herewith
x
21.199.1
Property ListSubsidiaries of the Brixmor Operating Partnership LP———————x
23.1
101.INS		Consent of Deloitte & Touche LLP for Brixmor Property Group Inc.————x
23.2
Consent of Deloitte & Touche LLP for Brixmor Operating Partnership LP————x
31.1
Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002————x
31.2
Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002————x
31.3
Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002————x
31.4
Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002————x
32.1
Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002————x
32.2
Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002————x
99.1
Property List————x
101.INSXBRL Instance Document——————x
101.SCHXBRL Taxonomy Extension Schema Document——————x
101.CALXBRL Taxonomy Extension Calculation Linkbase Document——————x
101.DEFXBRL Taxonomy Extension Definition Linkbase Document——————x
101.LABXBRL Taxonomy Extension Label Linkbase Document——————x
101.PREXBRL Taxonomy Extension Presentation Linkbase Document————x
104—Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)—x
* Indicates management contract or compensatory plan or arrangement.




The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.


Item 16. Form 10-K Summary
None.

47



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
BRIXMOR PROPERTY GROUP INC.
Date: February 12, 20182024By:/s/ James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer)
BRIXMOR OPERATING PARTNERSHIP LP
Date: February 12, 20182024By:/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 12, 20182024By:/s/ James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer, Director, Sole Director of Sole Member of General Partner of Operating Partnership)
Date: February 12, 20182024By:/s/ Angela AmanSteven T. Gallagher
Angela AmanSteven T. Gallagher
Chief Accounting Officer and Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: February 12, 20182024By:/s/ Steven GallagherSheryl M. Crosland
Steven GallagherSheryl M. Crosland
Chief Accounting Officer
(Principal Accounting Officer)
Date: February 12, 2018By:/s/ John G. Schreiber
John G. Schreiber
ChairmanChair of the Board of Directors
Date: February 12, 20182024By:/s/ Michael Berman
Michael Berman
Director
Date: February 12, 20182024By:/s/ Sheryl M. CroslandJuliann Bowerman
Sheryl M. CroslandJuliann Bowerman
Director
Date: February 12, 20182024By:/s/ Thomas W. Dickson
Thomas W. Dickson
Director
Date: February 12, 20182024By:/s/ Daniel B. Hurwitz
Daniel B. Hurwitz
Director
Date: February 12, 20182024By:/s/ Sandra A. J. Lawrence
Sandra A. J. Lawrence
Director
Date: February 12, 2024By:/s/ William D. Rahm
William D. Rahm
Director
Date: February 12, 20182024By:/s/ Gabrielle SulzbergerJohn Peter Suarez
Gabrielle SulzbergerJohn Peter Suarez
Director

48


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES

Form 10-K Page
1CONSOLIDATED STATEMENTS
Reports of Independent Registered Public Accounting Firm
F-F-22
Brixmor Property Group Inc.:
Consolidated Balance Sheets as of December 31, 20172023 and 20162022
F-F-68
Consolidated Statements of Operations for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-79
Consolidated Statements of Comprehensive Income for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-810
Consolidated Statements of Changes in Equity for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-911
Consolidated Statements of Cash Flows for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1012
Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 20172023 and 20162022
F-F-1113
Consolidated Statements of Operations for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1214
Consolidated Statements of Comprehensive Income for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1315
Consolidated Statements of Changes in Capital for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1416
Consolidated Statements of Cash Flows for the years endedYears Ended December 31, 2017, 20162023, 2022 and 20152021
F-F-1517
Notes to Consolidated Financial Statements
F-F-1618
2CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Schedule II – Valuation and Qualifying Accounts
F-F-4040
Schedule III – Real Estate and Accumulated Depreciation
F-F-4141
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. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Brixmor Property Group Inc. and Subsidiariessubsidiaries (the “Company”"Company") as of December 31, 20172023 and 2016,2022, 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, 2017,2023, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and 2016,2022, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2017,2023, 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’sCompany's internal control over financial reporting as of December 31, 2017,2023, 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 12, 2018,2024, expressed an unqualified opinion on the Company’sCompany's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany'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 Notes 1 and 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
F-2

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.
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/ DELOITTEDeloitte & TOUCHETouche LLP


New York, New York   Philadelphia, Pennsylvania
February 12, 2018  

2024
We have served as the Company’sCompany'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. and Subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Brixmor Property Group Inc. and Subsidiariessubsidiaries (the “Company”) as of December 31, 2017,2023, 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, 2017,2023, 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, 2017,2023, of the Company and our report dated February 12, 2018,2024, 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/ DELOITTEDeloitte & TOUCHETouche LLP


New York, New York   Philadelphia, Pennsylvania
February 12, 20182024

F-4




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners and the Board of Directors of Brixmor Operating Partnership LP and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP and Subsidiariessubsidiaries (the “Operating Partnership”"Operating Partnership") as of December 31, 20172023 and 2016,2022, the related consolidated statements of operations, comprehensive income, changes in capital, and cash flows, for each of the three years in the period ended December 31, 2017,2023, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”"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, 20172023 and 2016,2022, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2017,2023, 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’sPartnership's internal control over financial reporting as of December 31, 2017,2023, 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 12, 2018,2024, expressed an unqualified opinion on the Operating Partnership’sPartnership's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership’sPartnership'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 Notes 1 and 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,
F-5

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.
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/ DELOITTEDeloitte & TOUCHETouche LLP


New York, New York   Philadelphia, Pennsylvania
February 12, 2018  

2024
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 and Subsidiaries
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Brixmor Operating Partnership LP and Subsidiariessubsidiaries (the “Operating Partnership”) as of December 31, 2017,2023, 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, 2017,2023, 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, 2017,2023, of the Operating Partnership and our report dated February 12, 2018,2024, 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/ DELOITTEDeloitte & TOUCHETouche LLP


New York, New York   Philadelphia, Pennsylvania
February 12, 2018 2024




F-7
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (in thousands, except share information)
 
December 31,
2017
 
December 31,
2016
Assets   
Real estate   
Land$1,984,309
 $2,006,655
Buildings and improvements8,937,182
 9,002,403
 10,921,491
 11,009,058
Accumulated depreciation and amortization(2,361,070) (2,167,054)
Real estate, net8,560,421
 8,842,004
    
Investments in and advances to unconsolidated joint venture—
 7,921
Cash and cash equivalents56,938
 51,402
Restricted cash53,839
 51,467
Marketable securities28,006
 25,573
Receivables, net of allowance for doubtful accounts of $17,205 and $16,756232,111
 178,216
Deferred charges and prepaid expenses, net147,508
 122,787
Other assets75,103
 40,315
Total assets$9,153,926
 $9,319,685
    
    
Liabilities   
Debt obligations, net$5,676,238
 $5,838,889
Accounts payable, accrued expenses and other liabilities569,340
 553,636
Total liabilities6,245,578
 6,392,525
    
Commitments and contingencies (Note 14)—
 —
    
Equity   
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 304,947,144 and 304,343,141 shares issued and 304,620,186 and 304,343,141 shares outstanding3,046
 3,043
Additional paid-in capital3,330,466
 3,324,874
Accumulated other comprehensive income24,211
 21,519
Distributions in excess of net income(449,375) (426,552)
Total stockholders’ equity2,908,348
 2,922,884
Non-controlling interests—
 4,276
Total equity2,908,348
 2,927,160
Total liabilities and equity$9,153,926
 $9,319,685
The accompanying notes are an integral part of these consolidated financial statements.


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (in thousands, except share information)
December 31,
2023		December 31,
2022
Assets
Real estate
Land$1,794,011 $1,820,358 
Buildings and improvements9,201,876 9,077,993 
10,995,887 10,898,351 
Accumulated depreciation and amortization(3,198,980)(2,996,759)
Real estate, net7,796,907 7,901,592 
Cash and cash equivalents866 16,492 
Restricted cash18,038 4,767 
Marketable securities19,914 21,669 
Receivables, net278,775 264,146 
Deferred charges and prepaid expenses, net164,061 154,141 
Real estate assets held for sale— 10,439 
Other assets54,155 62,684 
Total assets$8,332,716 $8,435,930 
Liabilities
Debt obligations, net$4,933,525 $5,035,501 
Accounts payable, accrued expenses and other liabilities548,890 535,419 
Total liabilities5,482,415 5,570,920 
Commitments and contingencies (Note 15)— — 
Equity
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 309,723,386 and 309,042,754
   shares issued and 300,596,394 and 299,915,762 shares outstanding
3,006 2,999 
Additional paid-in capital3,310,590 3,299,496 
Accumulated other comprehensive income (loss)(2,700)8,851 
Distributions in excess of net income(460,595)(446,336)
Total equity2,850,301 2,865,010 
Total liabilities and equity$8,332,716 $8,435,930 
The accompanying notes are an integral part of these consolidated financial statements.





F-8
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 Year Ended December 31,
 2017 2016 2015
Revenues     
Rental income$997,089
 $998,118
 $984,548
Expense reimbursements278,636
 270,548
 276,032
Other revenues7,455
 7,106
 5,400
Total revenues1,283,180
 1,275,772
 1,265,980
      
Operating expenses     
Operating costs136,092
 133,429
 129,477
Real estate taxes179,097
 174,487
 180,911
Depreciation and amortization375,028
 387,302
 417,935
Provision for doubtful accounts5,323
 9,182
 9,540
Impairment of real estate assets40,104
 5,154
 1,005
General and administrative92,247
 92,248
 98,454
Total operating expenses827,891
 801,802
 837,322
      
Other income (expense)     
Dividends and interest365
 542
 315
Interest expense(226,660) (226,671) (245,012)
Gain on sale of real estate assets68,847
 35,613
 11,744
Gain (loss) on extinguishment of debt, net498
 (832) 1,720
Other(2,907) (4,957) (348)
Total other expense(159,857) (196,305) (231,581)
      
Income before equity in income of unconsolidated joint venture295,432
 277,665
 197,077
Equity in income of unconsolidated joint venture381
 477
 459
Gain on disposition of unconsolidated joint venture interest4,556
 —
 —
      
Net income300,369
 278,142
 197,536
      
Net income attributable to non-controlling interests(76) (2,514) (3,816)
      
Net income attributable to Brixmor Property Group Inc.300,293
 275,628
 193,720
Preferred stock dividends(39) (150) (150)
Net income attributable to common stockholders$300,254
 $275,478
 $193,570
Per common share:     
Net income attributable to common stockholders:     
Basic$0.98
 $0.91
 $0.65
Diluted$0.98
 $0.91
 $0.65
Weighted average shares:     
Basic304,834
 301,601
 298,004
Diluted305,281
 305,060
 305,017
The accompanying notes are an integral part of these consolidated financial statements.



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year Ended December 31,
202320222021
Revenues
Rental income$1,243,844 $1,217,362 $1,146,304 
Other revenues1,192 712 5,970 
Total revenues1,245,036 1,218,074 1,152,274 
Operating expenses
Operating costs146,473 141,408 132,042 
Real estate taxes173,517 170,383 165,746 
Depreciation and amortization362,277 344,731 327,152 
Impairment of real estate assets17,836 5,724 1,898 
General and administrative117,128 117,225 105,454 
Total operating expenses817,231 779,471 732,292 
Other income (expense)
Dividends and interest666 314 299 
Interest expense(190,733)(192,427)(194,776)
Gain on sale of real estate assets65,439 111,563 73,092 
Gain (loss) on extinguishment of debt, net4,356 (221)(28,345)
Other(2,446)(3,639)(65)
Total other expense(122,718)(84,410)(149,795)
Net income$305,087 $354,193 $270,187 
Net income per common share:
Basic$1.01 $1.18 $0.91 
Diluted$1.01 $1.17 $0.90 
Weighted average shares:
Basic300,977 299,938 297,408 
Diluted302,376 301,742 298,835 
The accompanying notes are an integral part of these consolidated financial statements.
F-9
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 Year Ended December 31,
 2017 2016 2015
Net income$300,369
 $278,142
 $197,536
Other comprehensive income (loss)     
Change in unrealized gain on interest rate swaps, net (Note 6)2,815
 24,042
 1,986
Change in unrealized loss on marketable securities(123) (14) (60)
Total other comprehensive income2,692
 24,028
 1,926
Comprehensive income303,061
 302,170
 199,462
Comprehensive income attributable to non-controlling interests(76) (2,514) (3,816)
Comprehensive income attributable to common stockholders$302,985
 $299,656
 $195,646
The accompanying notes are an integral part of these consolidated financial statements.


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31,
202320222021
Net income$305,087 $354,193 $270,187 
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)(12,153)22,226 15,640 
Change in unrealized gain (loss) on marketable securities602 (701)(256)
Total other comprehensive income (loss)(11,551)21,525 15,384 
Comprehensive income$293,536 $375,718 $285,571 
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 Non-controlling Interests Total
Beginning balance, January 1, 2015296,552
 $2,966
 $3,223,941
 $(4,435) $(318,762) $76,593
 $2,980,303
              
Common stock dividends ($0.92 per common share)—
 —
 —
 —
 (275,903) —
 (275,903)
Distributions to non-controlling interests—
 —
 —
 —
 —
 (5,843) (5,843)
Equity based compensation expense—
 —
 22,841
 —
 —
 490
 23,331
Preferred stock dividends—
 —
 —
 —
 —
 (150) (150)
Issuance of common stock and OP Units67
 —
 (743) —
 —
 765
 22
Other comprehensive income—
 —
 —
 1,926
 —
 —
 1,926
Share-based awards retained for taxes—
 —
 (920) —
 —
 —
 (920)
Conversion of Operating Partnership units into common stock2,519
 25
 25,127
 —
 —
 (25,152) —
Net income—
 —
 —
 —
 193,720
 3,816
 197,536
Ending balance, December 31, 2015299,138
 $2,991
 $3,270,246
 $(2,509) $(400,945) $50,519
 $2,920,302
              
Common stock dividends ($0.995 per common share)—
 —
 —
 —
 (301,235) —
 (301,235)
Distributions to non-controlling interests—
 —
 —
 —
 —
 (2,403) (2,403)
Equity based compensation expense—
 —
 11,478
 —
 —
 91
 11,569
Preferred stock dividends—
 —
 —
 —
 —
 (150) (150)
Issuance of common stock and OP Units229
 2
 (1,395) —
 —
 1,604
 211
Other comprehensive income—
 —
 —
 24,028
 —
 —
 24,028
Conversion of Operating Partnership units into common stock4,976
 50
 47,849
 —
 —
 (47,899) —
Shared-based awards retained for taxes—
 —
 (3,304) —
 —
 —
 (3,304)
Net income—
 —
 —
 —
 275,628
 2,514
 278,142
Ending balance, December 31, 2016304,343
 $3,043
 $3,324,874
 $21,519
 $(426,552) $4,276
 $2,927,160
              
Common stock dividends ($1.055 per common share)—
 —
 —
 —
 (322,475) —
 (322,475)
Equity based compensation expense—
 —
 10,474
 —
 —
 3
 10,477
Preferred stock dividends—
 —
 —
 —
 (641) (648) (1,289)
Other comprehensive income—
 —
 —
 2,692
 —
 —
 2,692
Issuance of Common Stock and OP units201
 6
 —
 —
 —
 (6) —
Repurchases of common stock(327) (3) (5,869) —
 —
 —
 (5,872)
Share-based awards retained for taxes—
 —
 (2,714) —
 —
 —
 (2,714)
Conversion of Operating Partnership units into common stock403
 —
 3,701
 —
 —
 (3,701) —
Net income—
 —
 —
 —
 300,293
 76
 300,369
Ending balance, December 31, 2017304,620
 $3,046
 $3,330,466
 $24,211
 $(449,375) $—
 $2,908,348
              
The accompanying notes are an integral part of these consolidated financial statements.



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except per share data)
Common Stock
NumberAmountAdditional Paid-in CapitalAccumulated
Other
Comprehensive
Income (Loss)		Distributions in Excess of Net IncomeTotal
Beginning balance, January 1, 2021296,494 $2,965 $3,213,990 $(28,058)$(508,196)$2,680,701 
Common stock dividends ($0.8850 per common share)— — — — (265,675)(265,675)
Equity based compensation expense— — 18,597 — — 18,597 
Other comprehensive income— — — 15,384 — 15,384 
Issuance of common stock716 7 4,657 — — 4,664 
Repurchases of common shares in conjunction with equity award plans— — (5,512)— — (5,512)
Net income— — — — 270,187 270,187 
Ending balance, December 31, 2021297,210 2,972 3,231,732 (12,674)(503,684)2,718,346 
Common stock dividends ($0.9800 per common share)— — — — (296,845)(296,845)
Equity based compensation expense— — 25,185 — — 25,185 
Other comprehensive income— — — 21,525 — 21,525 
Issuance of common stock2,706 27 53,073 — — 53,100 
Repurchases of common shares in conjunction with equity award plans— — (10,494)— — (10,494)
Net income— — — — 354,193 354,193 
Ending balance, December 31, 2022299,916 2,999 3,299,496 8,851 (446,336)2,865,010 
Common stock dividends ($1.0525 per common share)— — — — (319,346)(319,346)
Equity based compensation expense— — 22,345 — — 22,345 
Other comprehensive loss— — — (11,551)— (11,551)
Issuance of common stock680 7 (6)— — 1 
Repurchases of common shares in conjunction with equity award plans— — (11,245)— — (11,245)
Net income— — — — 305,087 305,087 
Ending balance, December 31, 2023300,596 $3,006 $3,310,590 $(2,700)$(460,595)$2,850,301 
The accompanying notes are an integral part of these consolidated financial statements.
F-11
BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Year Ended December 31,
 2017 2016 2015
Operating activities:     
Net income$300,369
 $278,142
 $197,536
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization375,028
 387,302
 417,935
Debt premium and discount amortization(5,323) (12,436) (18,065)
Deferred financing cost amortization6,971
 7,708
 8,302
Above- and below-market lease intangible amortization(29,634) (37,730) (47,757)
Provisions for impairment40,104
 5,154
 1,005
Gain on disposition of operating properties(68,847) (35,613) (11,744)
Gain on disposition of unconsolidated joint venture interest(4,556) —
 —
Equity based compensation10,477
 11,569
 23,331
Other2,511
 1,121
 358
(Gain) loss on extinguishment of debt, net(505) 814
 (5,306)
Changes in operating assets and liabilities:     
Receivables(26,458) 1,566
 1,829
Deferred charges and prepaid expenses(53,316) (33,819) (40,460)
Other assets(3,575) (644) (43)
Accounts payable, accrued expenses and other liabilities8,695
 (5,667) (2,923)
Net cash provided by operating activities551,941
 567,467
 523,998
      
Investing activities:     
Improvements to and investments in real estate assets(202,873) (192,428) (189,934)
Acquisitions of real estate assets(190,487) (46,833) (52,208)
Proceeds from sales of real estate assets330,757
 102,904
 54,236
Contributions to unconsolidated joint venture—
 (2,846) —
Proceeds from sale of unconsolidated joint venture interest12,369
 —
 —
Purchase of marketable securities(28,263) (46,325) (24,278)
Proceeds from sale of marketable securities25,623
 43,647
 21,441
Net cash used in investing activities(52,874) (141,881) (190,743)
      
Financing activities:     
Repayment of debt obligations and financing liabilities(409,575) (914,471) (1,122,118)
Repayment of borrowings under unsecured revolving credit facility(603,000) (840,000) (1,118,475)
Proceeds from borrowings under unsecured revolving credit facility481,000
 546,000
 1,015,000
Proceeds from unsecured term loans and notes1,193,916
 1,094,648
 1,195,821
Repayment of borrowings under unsecured term loan(815,000) —
 —
Deferred financing costs(11,135) (17,639) (10,834)
Distributions to common stockholders(317,389) (295,205) (268,281)
Distributions to non-controlling interests(1,390) (3,736) (26,314)
Repurchase of common shares(5,872) —
 —
Repurchase of common shares in conjunction with equity award plans(2,714) (3,304) (823)
Net cash used in financing activities(491,159) (433,707) (336,024)
      
Net change in cash, cash equivalents and restricted cash7,908
 (8,121) (2,769)
Cash, cash equivalents and restricted cash at beginning of period102,869
 110,990
 113,759
Cash, cash equivalents and restricted cash at end of period$110,777
 $102,869
 $110,990
      
Reconciliation to consolidated balance sheets     
Cash and cash equivalents$56,938
 $51,402
 $69,528
Restricted cash53,839
 51,467
 41,462
Cash, cash equivalents and restricted cash at end of period$110,777
 $102,869
 $110,990
      
Supplemental disclosure of cash flow information:     
Cash paid for interest, net of amount capitalized of $2,945, $2,870 and $2,749$223,198
 $228,378
 $244,067
State and local taxes paid2,199
 2,067
 2,278
Supplemental non-cash investing and/or financing activities:     
Assumed mortgage debt through acquisition—
 —
 7,000
The accompanying notes are an integral part of these consolidated financial statements.



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
202320222021
Operating activities:
Net income$305,087 $354,193 $270,187 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization362,277 344,731 327,152 
Accretion of debt premium and discount, net(2,944)(2,863)(2,862)
Deferred financing cost amortization6,860 7,012 7,496 
Accretion of above- and below-market leases, net(12,764)(12,156)(12,603)
Tenant inducement amortization and other3,878 3,965 4,944 
Impairment of real estate assets17,836 5,724 1,898 
Gain on sale of real estate assets(65,439)(111,563)(73,092)
Equity based compensation20,777 23,407 17,090 
(Gain) loss on extinguishment of debt, net(4,356)221 28,345 
Changes in operating assets and liabilities:
Receivables, net(16,512)(31,951)2,189 
Deferred charges and prepaid expenses(40,497)(38,445)(30,377)
Other assets(845)(551)(448)
Accounts payable, accrued expenses and other liabilities15,436 24,658 12,320 
Net cash provided by operating activities588,794 566,382 552,239 
Investing activities:
Improvements to and investments in real estate assets(345,157)(330,356)(308,575)
Acquisitions of real estate assets(2,269)(409,688)(258,807)
Proceeds from sales of real estate assets182,255 279,815 237,404 
Purchase of marketable securities(21,346)(25,294)(17,475)
Proceeds from sale of marketable securities23,437 23,070 16,448 
Net cash used in investing activities(163,080)(462,453)(331,005)
Financing activities:
Repayment of borrowings under unsecured revolving credit facility(632,000)(675,000)— 
Proceeds from borrowings under unsecured revolving credit facility525,500 800,000 — 
Proceeds from unsecured term loans and notes200,000 — 847,735 
Repayment of borrowings under unsecured term loans and notes(194,254)(250,000)(850,000)
Deferred financing and debt extinguishment costs(783)(8,387)(33,718)
Proceeds from issuances of common shares— 53,100 5,146 
Distributions to common stockholders(315,287)(289,632)(257,229)
Repurchases of common shares in conjunction with equity award plans(11,245)(10,494)(5,512)
Net cash used in financing activities(428,069)(380,413)(293,578)
Net change in cash, cash equivalents and restricted cash(2,355)(276,484)(72,344)
Cash, cash equivalents and restricted cash at beginning of period21,259 297,743 370,087 
Cash, cash equivalents and restricted cash at end of period$18,904 $21,259 $297,743 
Reconciliation to consolidated balance sheets:
Cash and cash equivalents$866 $16,492 $296,632 
Restricted cash18,038 4,767 1,111 
Cash, cash equivalents and restricted cash at end of period$18,904 $21,259 $297,743 
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $4,147, $3,081 and $4,009$186,957 $187,293 $191,048 
State and local taxes paid2,323 1,951 1,652 
The accompanying notes are an integral part of these consolidated financial statements.


F-12
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (in thousands, except unit information)
 
December 31,
2017
 
December 31,
2016
Assets   
Real estate   
Land$1,984,309
 $2,006,655
Buildings and improvements8,937,182
 9,002,403
 10,921,491
 11,009,058
Accumulated depreciation and amortization(2,361,070) (2,167,054)
Real estate, net8,560,421
 8,842,004
    
Investments in and advances to unconsolidated joint ventures—
 7,921
Cash and cash equivalents56,908
 51,368
Restricted cash53,839
 51,467
Marketable securities27,787
 25,356
Receivables, net of allowance for doubtful accounts of $17,205 and $16,756232,111
 178,216
Deferred charges and prepaid expenses, net147,508
 122,787
Other assets75,103
 40,315
Total assets$9,153,677
 $9,319,434
    
    
Liabilities   
Debt obligations, net$5,676,238
 $5,838,889
Accounts payable, accrued expenses and other liabilities569,340
 553,636
Total liabilities6,245,578
 6,392,525
    
Commitments and contingencies (Notes 14)—
 —
    
Capital   
Partnership common units; 304,947,144 and 304,720,842 units issued and 304,620,186 and 304,720,842 units outstanding2,883,875
 2,905,378
Accumulated other comprehensive income24,224
 21,531
Total capital2,908,099
 2,926,909
Total liabilities and capital$9,153,677
 $9,319,434
The accompanying notes are an integral part of these consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 (in thousands, except unit information)
December 31,
2023		December 31,
2022
Assets
Real estate
Land$1,794,011 $1,820,358 
Buildings and improvements9,201,876 9,077,993 
10,995,887 10,898,351 
Accumulated depreciation and amortization(3,198,980)(2,996,759)
Real estate, net7,796,907 7,901,592 
Cash and cash equivalents866 15,565 
Restricted cash18,038 4,767 
Marketable securities19,914 21,669 
Receivables, net278,775 264,146 
Deferred charges and prepaid expenses, net164,061 154,141 
Real estate assets held for sale— 10,439 
Other assets54,155 62,684 
Total assets$8,332,716 $8,435,003 
Liabilities
Debt obligations, net$4,933,525 $5,035,501 
Accounts payable, accrued expenses and other liabilities548,911 535,419 
Total liabilities5,482,436 5,570,920 
Commitments and contingencies (Note 15)— — 
Capital
Partnership common units; 309,723,386 and 309,042,754 units issued and 300,596,394 and
  299,915,762 units outstanding
2,852,980 2,855,232 
Accumulated other comprehensive income (loss)(2,700)8,851 
Total capital2,850,280 2,864,083 
Total liabilities and capital$8,332,716 $8,435,003 
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 share data)
 Year Ended December 31,
 2017 2016 2015
Revenues     
Rental income$997,089
 $998,118
 $984,548
Expense reimbursements278,636
 270,548
 276,032
Other revenues7,455
 7,106
 5,400
Total revenues1,283,180
 1,275,772
 1,265,980
      
Operating expenses     
Operating costs136,092
 133,429
 129,477
Real estate taxes179,097
 174,487
 180,911
Depreciation and amortization375,028
 387,302
 417,935
Provision for doubtful accounts5,323
 9,182
 9,540
Impairment of real estate assets40,104
 5,154
 1,005
General and administrative92,247
 92,248
 98,454
Total operating expenses827,891
 801,802
 837,322
      
Other income (expense)     
Dividends and interest365
 542
 315
Interest expense(226,660) (226,671) (245,012)
Gain on sale of real estate assets68,847
 35,613
 11,744
Gain (loss) on extinguishment of debt, net498
 (832) 1,720
Other(2,907) (4,957) (348)
Total other expense(159,857) (196,305) (231,581)
      
Income before equity in income of unconsolidated joint venture295,432
 277,665
 197,077
Equity in income of unconsolidated joint venture381
 477
 459
Gain on disposition of unconsolidated joint venture interest4,556
 —
 —
      
Net income attributable to Brixmor Operating Partnership LP$300,369
 $278,142
 $197,536
      
Per common unit:     
Net income attributable to partnership common units:     
Basic$0.98
 $0.91
 $0.65
Diluted$0.98
 $0.91
 $0.65
Weighted average number of partnership common units:     
Basic304,913
 304,600
 303,992
Diluted305,281
 305,059
 305,017
The accompanying notes are an integral part of these consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Year Ended December 31,
202320222021
Revenues
Rental income$1,243,844 $1,217,362 $1,146,304 
Other revenues1,192 712 5,970 
Total revenues1,245,036 1,218,074 1,152,274 
Operating expenses
Operating costs146,473 141,408 132,042 
Real estate taxes173,517 170,383 165,746 
Depreciation and amortization362,277 344,731 327,152 
Impairment of real estate assets17,836 5,724 1,898 
General and administrative117,128 117,225 105,454 
Total operating expenses817,231 779,471 732,292 
Other income (expense)
Dividends and interest666 314 299 
Interest expense(190,733)(192,427)(194,776)
Gain on sale of real estate assets65,439 111,563 73,092 
Gain (loss) on extinguishment of debt, net4,356 (221)(28,345)
Other(2,446)(3,639)(65)
Total other expense(122,718)(84,410)(149,795)
Net income$305,087 $354,193 $270,187 
Net income per common unit:
Basic$1.01 $1.18 $0.91 
Diluted$1.01 $1.17 $0.90 
Weighted average units:
Basic300,977 299,938 297,408 
Diluted302,376 301,742 298,835 
The accompanying notes are an integral part of these consolidated financial statements.
F-14
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 Year Ended December 31,
 2017 2016 2015
Net income attributable to Brixmor Operating Partnership LP$300,369
 $278,142
 $197,536
Other comprehensive income (loss)     
Change in unrealized gain on interest rate swaps, net (Note 6)2,815
 24,042
 1,986
Change in unrealized gain (loss) on marketable securities(122) (16) (56)
Total other comprehensive income2,693
 24,026
 1,930
Comprehensive income attributable to Brixmor Operating Partnership LP$303,062
 $302,168
 $199,466
The accompanying notes are an integral part of these consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31,
202320222021
Net income$305,087 $354,193 $270,187 
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)(12,153)22,226 15,640 
Change in unrealized gain (loss) on marketable securities602 (701)(256)
Total other comprehensive income (loss)(11,551)21,525 15,384 
Comprehensive income$293,536 $375,718 $285,571 
The accompanying notes are an integral part of these consolidated financial statements.


F-15
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands)

      
 Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total
Beginning balance, January 1, 2015$2,984,381
 $(4,425) $2,979,956
Distributions to partners(281,785) —
 (281,785)
Equity based compensation expense23,331
 —
 23,331
Other comprehensive income—
 1,930
 1,930
Issuance of OP Units22
 —
 22
Share-based awards retained for taxes(920) —
 (920)
Net income attributable to Brixmor Operating Partnership LP197,536
 —
 197,536
Ending balance, December 31, 2015$2,922,565
 $(2,495) $2,920,070
      
Distributions to partners(303,805) —
 (303,805)
Equity based compensation expense11,569
 —
 11,569
Other comprehensive income—
 24,026
 24,026
Issuance of OP Units211
 —
 211
Share-based awards retained for taxes(3,304) —
 (3,304)
Net income attributable to Brixmor Operating Partnership LP278,142
 —
 278,142
Ending balance, December 31, 2016$2,905,378
 $21,531
 $2,926,909
      
Distributions to partners(323,763) —
 (323,763)
Equity based compensation expense10,477
 —
 10,477
Other comprehensive income—
 2,693
 2,693
Repurchases of OP Units(5,872) —
 (5,872)
Share-based awards retained for taxes(2,714) —
 (2,714)
Net income attributable to Brixmor Operating Partnership LP300,369
 —
 300,369
Ending balance, December 31, 2017$2,883,875
 $24,224
 $2,908,099
The accompanying notes are an integral part of these consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(in thousands)
Partnership Common UnitsAccumulated Other Comprehensive Income (Loss)Total
Beginning balance, January 1, 2021$2,698,746 $(28,059)$2,670,687 
Distributions to partners(270,819)— (270,819)
Equity based compensation expense18,597 — 18,597 
Other comprehensive income— 15,384 15,384 
Issuance of OP Units4,664 — 4,664 
Repurchases of OP Units in conjunction with equity award plans(5,512)— (5,512)
Net income270,187 — 270,187 
Ending balance, December 31, 20212,715,863 (12,675)2,703,188 
Distributions to partners(282,615)— (282,615)
Equity based compensation expense25,185 — 25,185 
Other comprehensive income— 21,526 21,526 
Issuance of OP Units53,100 — 53,100 
Repurchases of OP Units in conjunction with equity award plans(10,494)— (10,494)
Net income354,193 — 354,193 
Ending balance, December 31, 20222,855,232 8,851 2,864,083 
Distributions to partners(318,440)— (318,440)
Equity based compensation expense22,345 — 22,345 
Other comprehensive loss— (11,551)(11,551)
Issuance of OP Units1 — 1 
Repurchases of OP Units in conjunction with equity award plans(11,245)— (11,245)
Net income305,087 — 305,087 
Ending balance, December 31, 2023$2,852,980 $(2,700)$2,850,280 
The accompanying notes are an integral part of these consolidated financial statements.


F-16
BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Year Ended December 31,
 2017 2016 2015
Operating activities:     
Net income attributable to Brixmor Operating Partnership LP$300,369
 $278,142
 $197,536
Adjustments to reconcile net income attributable to Brixmor Operating Partnership LP
to net cash provided by operating activities:
     
Depreciation and amortization375,028
 387,302
 417,935
Debt premium and discount amortization(5,323) (12,436) (18,065)
Deferred financing cost amortization6,971
 7,708
 8,302
Above- and below-market lease intangible amortization(29,634) (37,730) (47,757)
Provisions for impairment40,104
 5,154
 1,005
Gain on disposition of operating properties(68,847) (35,613) (11,744)
Gain on disposition of unconsolidated joint venture interest(4,556) —
 —
Equity based compensation10,477
 11,569
 23,331
Other2,511
 1,121
 358
(Gain) loss on extinguishment of debt, net(505) 814
 (5,306)
Changes in operating assets and liabilities:     
Receivables(26,458) 1,566
 1,829
Deferred charges and prepaid expenses(53,316) (33,819) (40,460)
Other assets(3,575) (644) (43)
Accounts payable, accrued expenses and other liabilities8,695
 (5,667) (2,923)
Net cash provided by operating activities551,941
 567,467
 523,998
      
Investing activities:     
Improvements to and investments in real estate assets(202,873) (192,428) (189,934)
Acquisitions of real estate assets(190,487) (46,833) (52,208)
Proceeds from sales of real estate assets330,757
 102,904
 54,236
Contributions to unconsolidated joint venture—
 (2,846) —
Proceeds from sale of unconsolidated joint venture interest12,369
 —
 —
Purchase of marketable securities(28,261) (46,317) (24,275)
Proceeds from sale of marketable securities25,623
 43,647
 21,441
Net cash used in investing activities(52,872) (141,873) (190,740)
      
Financing activities:     
Repayment of debt obligations and financing liabilities(409,575) (914,471) (1,122,118)
Repayment of borrowings under unsecured revolving credit facility(603,000) (840,000) (1,118,475)
Proceeds from borrowings under unsecured revolving credit facility481,000
 546,000
 1,015,000
Proceeds from unsecured term loan and notes1,193,916
 1,094,648
 1,195,821
Repayment of borrowings under unsecured term loan(815,000) —
 —
Deferred financing costs(11,135) (17,639) (10,834)
Partner distributions(327,363) (302,265) (275,428)
Distributions to non-controlling interests—
 —
 (19,870)
Net cash used in financing activities(491,157) (433,727) (335,904)
      
Net change in cash, cash equivalents and restricted cash7,912
 (8,133) (2,646)
Cash, cash equivalents and restricted cash at beginning of period102,835
 110,968
 113,614
Cash, cash equivalents and restricted cash at end of period$110,747
 $102,835
 $110,968
      
Reconciliation to consolidated balance sheets     
Cash and cash equivalents$56,908
 $51,368
 $69,506
Restricted cash53,839
 51,467
 41,462
Cash, cash equivalents and restricted cash at end of period$110,747
 $102,835
 $110,968
      
Supplemental disclosure of cash flow information:     
Cash paid for interest, net of amount capitalized of $2,945, $2,870 and $2,749$223,198
 $228,378
 $244,067
State and local taxes paid2,199
 2,067
 2,278
Supplemental non-cash investing and/or financing activities:     
Assumed mortgage debt through acquisition—
 —
 7,000
The accompanying notes are an integral part of these consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
202320222021
Operating activities:
Net income$305,087 $354,193 $270,187 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization362,277 344,731 327,152 
Accretion of debt premium and discount, net(2,944)(2,863)(2,862)
Deferred financing cost amortization6,860 7,012 7,496 
Accretion of above- and below-market leases, net(12,764)(12,156)(12,603)
Tenant inducement amortization and other3,878 3,965 4,944 
Impairment of real estate assets17,836 5,724 1,898 
Gain on sale of real estate assets(65,439)(111,563)(73,092)
Equity based compensation20,777 23,407 17,090 
(Gain) loss on extinguishment of debt, net(4,356)221 28,345 
Changes in operating assets and liabilities:
Receivables, net(16,512)(31,951)2,189 
Deferred charges and prepaid expenses(40,497)(38,445)(30,377)
Other assets(845)(551)(448)
Accounts payable, accrued expenses and other liabilities15,436 24,658 12,320 
Net cash provided by operating activities588,794 566,382 552,239 
Investing activities:
Improvements to and investments in real estate assets(345,157)(330,356)(308,575)
Acquisitions of real estate assets(2,269)(409,688)(258,807)
Proceeds from sales of real estate assets182,255 279,815 237,404 
Purchase of marketable securities(21,346)(25,294)(17,475)
Proceeds from sale of marketable securities23,437 23,070 16,448 
Net cash used in investing activities(163,080)(462,453)(331,005)
Financing activities:
Repayment of borrowings under unsecured revolving credit facility(632,000)(675,000)— 
Proceeds from borrowings under unsecured revolving credit facility525,500 800,000 — 
Proceeds from unsecured term loans and notes200,000 — 847,735 
Repayment of borrowings under unsecured term loans and notes(194,254)(250,000)(850,000)
Deferred financing and debt extinguishment costs(783)(8,387)(33,718)
Proceeds from issuances of OP Units— 53,100 5,146 
Partner distributions and repurchases of OP Units(325,605)(285,895)(267,885)
Net cash used in financing activities(427,142)(366,182)(298,722)
Net change in cash, cash equivalents and restricted cash(1,428)(262,253)(77,488)
Cash, cash equivalents and restricted cash at beginning of period20,332 282,585 360,073 
Cash, cash equivalents and restricted cash at end of period$18,904 $20,332 $282,585 
Reconciliation to consolidated balance sheets:
Cash and cash equivalents$866 $15,565 $281,474 
Restricted cash18,038 4,767 1,111 
Cash, cash equivalents and restricted cash at end of period$18,904 $20,332 $282,585 
Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $4,147, $3,081 and $4,009$186,957 $187,293 $191,048 
State and local taxes paid2,323 1,951 1,652 
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”"Parent Company") is an internally-managed corporation that has elected to be taxed as a real estate investment trust (“REIT”("REIT"). Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”"Operating Partnership") is the entity through which the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company owns 100% of the common stocklimited liability company interests of BPG Subsidiary Inc. (“LLC ("BPG Sub”Sub"), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”"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 controlledconsolidated subsidiaries on a consolidated basis (collectively, the “Company”"Company" or “Brixmor”"Brixmor") believes it owns and operates one of the largest open airpublicly-traded open-air retail portfolios by gross leasable area (“GLA”("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers. As of December 31, 2017,2023, the Company’s portfolio was comprised of 486362 shopping centers (the "Portfolio") totaling approximately 8364 million square feet of gross leasable area (the “Portfolio”). In addition, the Company has one land parcel currently under development.GLA. The Company’s high qualityhigh-quality national Portfolio is primarily located within established trade areas in the top 50 MetropolitanCore-Based Statistical Areas in the U.S., and ourits 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”("GAAP").


Basis of Presentation
The financial information included herein reflects the consolidated financial position of the Company as of December 31, 20172023 and 20162022 and the consolidated results of its operations and cash flows for the years ended December 31, 2017, 20162023, 2022, and 2015. The Company has determined that it is preferable to present underwriter fees associated with the Company’s issuance of unsecured senior notes in the line item Deferred financing costs as opposed to deducting the amount of the fees within the line item Proceeds from unsecured term loans and notes within financing activities in the accompanying Consolidated Statements of Cash Flows.  In connection with this revised presentation, certain prior year balances have been adjusted to conform to the current year presentation described above.2021.


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. The portions of consolidated entities not owned by the Parent Company and the Operating Partnership are presented as non-controlling interests as of and during the periods presented. 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”("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, 2017.2023.



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 whichthat 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.

Non-controlling Interests
The Company accounts for non-controlling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the Financial Accounting Standards Board (“FASB”). Non-controlling interests represent the portion of equity that the Company does not own in those entities that it consolidates. The Company identifies its non-controlling interests separately within the Equity section of the Company’s Consolidated Balance Sheets. The amounts of consolidated net earnings attributable to the Company and to the non-controlling interests are presented separately on the Company’s Consolidated Statements of Operations.


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 equivalentequivalents balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation (FDIC)("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 whichthat 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 inon 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 aboveabove- and below-market leases and in-place leases and tenant relationships), and assumed debtleases) based on an evaluation of available information. Based on these estimates, the estimated fair value is allocated to the acquired assets and assumed liabilities. Transaction costs incurred during the acquisition process are capitalized as a component of the asset’s value.


The fair value of tangible assets is determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.


In allocating the fair value to identifiable intangible assets and liabilities, of an acquired operating property, the value of above-market and below-market leases is estimated based on the present value (using a discount rate reflecting the risks associated with the leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the lesser of 30 years or the remaining non-cancelable term of the lease,leases, which includes renewal periods with fixed rental terms that are considered to be below-market. The capitalized above-market or below-market intangible isintangibles are amortized as a reduction of, or increase to, rental income over the remaining non-cancelable term of each lease.the leases.


In determining theThe value of in-place leases and tenant relationships, management evaluatesis estimated based on management’s evaluation of the specific characteristics of each tenant lease, including: (i) fair market rent and the Company’s overall relationship with each tenant. Factors considered include, but are not limited to: the naturereimbursement of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a 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 current market


conditions and (ii) costs that would be incurred, including leasing commissions, legal and marketing costs, and tenant improvements and allowances, to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include property operating costs, insurance, real estate taxes and estimates of lost rentals at market rates. Costs to execute similar leases include leasing commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The valuesvalue assigned to in-place leases and tenant relationships areis amortized to Depreciation and amortization expense over the remaining term of each lease.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 improvements20 – 40 years
Furniture, fixtures, and equipment5 – 10 years
Tenant improvementsThe shorter of the term of the related lease or useful life


Costs to fund major replacements and betterments, which extend the life of the asset, are capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and maintenance activities are expensed to Operating costs as incurred.


WhenIn situations in which a real estate asset is identified by management as held-for-sale,tenant’s non-cancelable lease term has been modified, the Company discontinuesevaluates 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 estimates its sales price, net of estimated selling costs. Ifamortization associated with the estimated net sales price of an asset is less than its net carrying value, a loss is recognized to reflect the estimated fair value. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.group.


On a periodic basis, managementManagement periodically assesses whether there are any indicators, including property operating performance, changes in anticipated holdinghold 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 currentaggregate future undiscounted and projectedunleveraged property operating cash flows, (undiscounted and unleveraged), taking into account the anticipated and probability weighted holdingprobability-weighted hold period, areis less than a real estate asset’sthe carrying value.value of the property. Various factors are considered in the estimation process, including trends and prospectsthe anticipated hold period, current and/or future reinvestment projects, and the effects of demand and competition and other economic factors.on future operating income and/or property values. Changes in any estimates and/or assumptions, includingparticularly the anticipated holdinghold period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a lossan impairment charge is recognized to reflect the estimated fair value of the asset

When management identifies a real estate asset as held for the excess of its carrying amount over its fair value.

In situations in which a lease or leases with a tenant have been, or are expected to be, terminated early,sale, the Company evaluates the remaining useful lives of depreciable or amortizable assets indiscontinues depreciating the asset group relatedand 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 lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in-place lease value and leasing commissions). Based upon considerationend of the facts and circumstances surrounding the termination, the Company may accelerate the depreciation and amortization associated with the asset group.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, construction costsutilities, and salariescompensation and other related costs of personnel directly involved. Additionally, the Company capitalizes interest costsexpense related to development and redevelopment activities. Capitalization of these costs beginbegins when the activities and related expenditures commence and ceaseceases 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 whichthat are not recoverable.

Investments in and Advances to Unconsolidated Joint Ventures
The Company accounted for its investment in the unconsolidated joint venture using the equity method of accounting as the Company exercised significant influence over, but did not control this entity. This investment was initially recorded at cost and was subsequently adjusted for cash contributions and distributions. Earnings for the investment were recognized in accordance with the terms of the underlying agreement. Intercompany fees and gains on transactions with the unconsolidated joint venture were eliminated to the extent of the Company’s ownership interest.



On a periodic basis, management assessed whether there were indicators, including the property operating performance, changes in anticipated holding period and general market conditions, that the value of the Company’s investment in the unconsolidated joint venture may have been impaired. An investment’s value was impaired only if management’s estimate of the fair value of the Company’s investment was less than its carrying value and such difference was deemed to be other-than-temporary. To the extent impairment had occurred, a loss was recognized for the excess of its carrying amount over its fair value.


Deferred Leasing and Financing Costs
CostsDirect costs incurred in executing tenant leases (including internal leasing costs) and long-term financingfinancings 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. Costs incurred in executingFor tenant leases, which are capitalized costs incurred include a portion of salaries, lease incentivestenant improvements, tenant allowances, leasing commissions, and the relatedleasing legal fees. For long-term financings, capitalized costs of personnel directly involved in successful leasing efforts. Costs incurred in executing long-term financing which are capitalized include bank and legal fees. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, inon the Company’s Consolidated Statements of Operations and withinin Operating activities on the Company’s Consolidated Statements of Cash Flows.




F-20

Marketable Securities
The Company classifies its marketable securities, which include bothare comprised of debt and equity securities, as available-for-sale. These securities are carried at fair value, with unrealized gains and losses reported in equity as a component of accumulated other comprehensive income (loss). The fair value of marketable securities arewhich is based primarily on publicly traded market values in active markets, and areis classified accordingly on the fair value hierarchy.


On a periodic basis, management assesses whether there are indicatorsAny 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 valueCompany 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 Company’s marketable securities may be impaired. A marketable security is impaired if the fair valuefinancial instrument. Any portion of the security is less than its carrying value and the difference is determinedunrealized losses due to be other-than-temporary. To the extent impairment has occurred, acredit loss is recognized for thethrough net income and reported in equity as a component of distributions in excess of the carrying value over its fair value.net income. The portion of unrealized losses due to other factors is recognized through other comprehensive income (loss) and reported in accumulated other comprehensive income (loss).

At December 31, 2017 and 2016, the fair value of the Company’s marketable securities portfolio approximated its cost basis.


Derivative Financial Instruments and Hedging
Derivatives including certain derivatives embedded in other contracts, 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 athe 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 inon the Company’s Consolidated Statements of Operations and contractual payment terms is recordedrecognized as deferred rent and presentedincluded in Receivables, net on the accompanying Consolidated Balance Sheets within Receivables, net. 

Sheets. The Company commences recognizing rental revenue based on an evaluation of a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controlsdate it makes the physicalunderlying asset available for use ofby the leased asset.

Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee.  These percentage rents are recognized upon the achievement of certain pre-determined sales levels.tenant. Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and other operating expensescertain capital expenditures related to the maintenance of our properties, by the lessee and are recognized in the period the applicable expenditures are incurred. 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 itsindividual tenant receivables and historical bad debt levels,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 adequacyCompany’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 allowance for doubtful accounts. In addition, tenantsleases, 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 bankruptcy are analyzed and estimates are made in connection withOperating expenses on the expected recoveryCompany’s Consolidated Statements of pre-petition and post-petition claims.Operations.


Stock Based Compensation
The Company accounts for equity awards in accordance with the FASB’sASC 718, Compensation - Stock Compensation guidance, which requires that all share basedshare-based payments to employees and non-employee directors be recognized in the statementConsolidated Statements of operationsOperations 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 Black-Scholes-Merton option-pricing model orresults of a Monte Carlo simulation model. Share-basedEquity compensation expense is included in General and administrative expenses inon 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”"Code"). To qualify as a REIT, the Parent Company must meet a number ofseveral organizational and operational requirements, including a requirement that it currentlyannually 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,gains. Management intends to its stockholders. It is management’s intentioncontinue to adhere tosatisfy these requirements and maintain the Parent Company’s REIT status.

On April 3, 2017, BPG Sub’s status as a REIT terminated when BPG Sub became a disregarded subsidiary of the Parent Company for U.S. federal income tax purposes. Prior to its termination of REIT status, BPG Sub had also elected to qualify as a REIT under the Code and was subject to the same tax requirements and tax treatment as the Parent Company.

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 on our taxable income 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 (including any applicable alternative minimum tax for tax years beginning after December 31, 2017) 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.income as well as other income items, as applicable.


The Parent Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”(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-relatedestate related activities and/or perform non-customary services for tenants and areis subject to certain limitations under the Code. A TRS is subject to U.S. federal, state, and statelocal income taxes.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, 20172023 and 2016.2022. Open tax years generally range from 20142020 through 2017,2022 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s Consolidated Statements of Operations.


New Accounting Pronouncements
In August 2017,December 2023, the FASBFinancial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”("ASU") 2017-12, 2023-09, “DerivativesIncome Taxes (Topic 740) - Improvements to Income Tax Disclosures.” ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosure primarily related to the rate reconciliation and Hedging (Topic 815).” ASU 2017-12 amends guidance to more closely align the results of cash flow and fair value hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements.income taxes paid information. The standard is effective on January 1, 2019,for annual periods beginning after December 15, 2024, with early adoption permitted. The Company continues to evaluate the impact of the guidance, but does not expect the adoption of ASU 2017-12 to2023-09 will have a material impact on the Consolidated Financial Statements of the Company.




In May 2017,November 2023, the FASB issued ASU 2017-09, 2023-07, “CompensationSegment Reporting (Topic 280) - Stock Compensation (Topic 718).Improvements to Reportable Segment Disclosures.” ASU 2017-09 clarifies guidance2023-07 improves disclosures about which changesa public entity's reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment's expenses. The provisions in this amendment are applicable to the terms or conditions ofpublic entities with a share-based payment award require an entity to apply modification accounting.single reportable segment. The standard is effective on January 1, 2018,for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company continues to evaluate the impact of the guidance, but does not expect the adoption of ASU 2017-09 to2023-07 will have a material impact on the Consolidated Financial Statements of the Company.


In January 2017,October 2023, the FASB issued ASU 2017-01, “Business Combinations (Topic 805).”2023-06 "Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative." ASU 2017-01 clarifies2023-06 modifies the definitiondisclosure or presentation requirements of a businessvariety of topics in the ASC. These amendments align many disclosure requirements with those already required by the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assetsSecurities Exchange Commission (the "SEC") under Regulation S-X or businesses.Regulation S-K. The new guidance will resultASC amendments in many real estate transactions being classified as an asset acquisition and transaction costs being capitalized.  The standard isASU 2023-06 become effective on January 1, 2018,the date which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption permitted.prohibited. If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment in ASU 2017-01 was early adopted by the Company on January 1, 2017. As a result of adopting ASU 2017-01 the Company has begun capitalizing transaction costs associated with the acquisition of real estate assets. During the year ended December 31, 2017, the Company capitalized $0.9 million of transaction costs.2023-06 will not become effective for any entity. The Company determined that these amounts diddoes not expect the adoption of the amendments in ASU 2023-06 will have a material impact on the Consolidated Financial Statements of the Company.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230).” ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.  The standard is effective on January 1, 2018, with early adoption permitted. ASU 2016-18 was early adopted by the Company on January 1, 2017. As a result of adopting ASU 2016-18 the Company now presents the Consolidated Statement of Cash Flows inclusive of restricted cash balances and also provides a reconciliation to the cash and cash equivalents and restricted cash amounts presented on the Consolidated Balance Sheets. The Company determined that these changes did not have a material impact on the Consolidated Financial Statements of the Company.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230).” ASU 2016-15 provides classification guidance for certain cash receipts and cash payments including payment of debt extinguishment costs, settlement of zero-coupon debt instruments, insurance claim payments and distributions from equity method investees. The standard is effective on January 1, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2016-15 to have a material impact on the Consolidated Financial Statements of the Company.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718).” ASU 2016-09 sets out amendments to Employee Share-Based Payment Accounting. The new standard impacts certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statements of cash flows. The new standard became effective for the Company on January 1, 2017. As a result of adopting ASU 2016-09 the Company has elected to account for share-based award forfeitures on an actual basis as opposed to the use of an estimated forfeiture rate. The Company determined that these changes did not have a material impact on the Consolidated Financial Statements of the Company.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to recognize a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. The Company will continue to evaluate the effect the adoption of ASU 2016-02 will have on the Consolidated Financial Statements of the Company. However, the Company currently believes that the adoption of ASU 2016-02 will not have a material impact for operating leases where it is a lessor and will continue to record revenues from rental properties for its operating leases on a straight-line basis. However, for leases where the Company is a lessee, primarily for the Company’s ground leases and administrative office leases, the Company will be required to record a lease liability and a right of use asset on its Consolidated Balance Sheets at fair


value upon adoption. In addition, direct internal leasing overhead costs will continue to be capitalized, however, indirect internal leasing overhead costs previously capitalized will be expensed under ASU 2016-02.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 contains a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.  The guidance in ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets unless those contracts are within the scope of other standards.  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The pronouncement allows either a full or modified retrospective method of adoption and is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.  Early adoption was permitted for reporting periods beginning after December 15, 2016. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and will be governed by the recently issued leasing guidance discussed above. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 will not have a material impact on the process for, timing of, and presentation and disclosure of revenue recognition from contracts with tenants and other customers. The majority of its revenue is out of the scope of ASU 2014-09. The Company will continue to follow the guidance under Accounting Standard Codification (“ASC”) 840 until the guidance within ASU 2016-02 is effective for the Company on January 1, 2019.


Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company or they are not expected to have a material effectimpact on the Consolidated Financial Statements of the Company.


2. Acquisition of Real Estate
During the year ended December 31, 2017,2023, the Company acquired the following assets, in separate transactions (dollars in thousands):transactions:
Description(1)
 Location Month Acquired GLA Aggregate purchase price
Outparcel building adjacent to Annex of Arlington Arlington Heights, IL Feb-17 5,760
 $1,006
Outparcel adjacent to Northeast Plaza Atlanta, GA Feb-17 N/A
 1,537
Arborland Center Ann Arbor, MI Mar-17 403,536
 102,268
Building adjacent to Preston Park Plano, TX Apr-17 31,080
 4,015
Outparcel building adjacent to Cobblestone Village St. Augustine, FL May-17 4,403
 1,306
Outparcel adjacent to Wynnewood Village Dallas, TX May-17 N/A
 1,658
Venice Village Shoppes Venice, FL Nov-17 175,054
 33,486
Upland Town Square Upland, CA Nov-17 100,350
 31,859
Plaza By The Sea San Clemente, CA Dec-17 49,089
 13,352
      769,272
 $190,487
Description(1)
LocationMonth AcquiredGLA
Aggregate Purchase Price(2)
(1)Land at Aurora Plaza(3)
No debt was assumed related to any of the listed acquisitions.Aurora, COApr-23N/A$1,914 
Paradise Pavilion - Land ParcelWest Bend, WINov-23N/A355 
— $2,269 

(1)No debt was assumed related to any of the listed acquisitions.
(2)Aggregate purchase price includes $0.2 million of transaction costs, offset by $0.1 million of closing credits.
(3)The Company terminated a ground lease and acquired the associated land parcel.








F-23

During the year ended December 31, 2016,2022, the Company acquired the following assets, in separate transactions (dollars in thousands):transactions:
Description(1)
LocationMonth AcquiredGLA
Aggregate Purchase Price(2)
Brea GatewayBrea, CAJan-22181,819 $83,991 
Land at Cobblestone VillageSt. Augustine, FLJan-22N/A1,661 
Arboretum VillageDallas, TXJan-2295,354 46,330 
Ravinia PlazaOrland Park, ILFeb-22101,800 26,160 
Elmhurst CrossingElmhurst, ILApr-22347,503 75,096 
North Riverside PlazaBerwyn, ILApr-22383,884 60,114 
West U MarketplaceHouston, TXApr-2260,136 33,741 
Waterford Commons - Ruby TuesdayWaterford, CTMay-226,781 1,574 
Lake Pointe VillageSugarland, TXJun-22162,263 80,971 
Adjustments related to previously acquired assetsVariousVariousN/A50 
1,339,540 $409,688 
Description(1)
 Location Month Acquired GLA Aggregate purchase price
Building at Rose Pavilion Pleasanton, CA Sept-16 28,530
 $6,733
Felicita Town Center Escondido, CA Dec-16 126,502
 40,100
      155,032
 $46,833
(1)
No debt was assumed related to any of the listed acquisitions.

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

(2)Aggregate purchase price includes $2.0 million of transaction costs, offset by $2.9 million of closing credits.



The aggregate purchase price of the propertiesassets acquired during the years ended December 31, 20172023 and 2016,2022, respectively, has been allocated as follows:
Year Ended December 31,
Assets20232022
Land$2,269 $84,361 
Buildings— 294,241 
Building and tenant improvements— 33,352 
Above-market leases(1)
— 701 
In-place leases(2)
— 29,607 
Total assets2,269 442,262 
Liabilities
Below-market leases(3)
$— $30,748 
Other liabilities— 1,826 
Total liabilities— 32,574 
Net assets acquired$2,269 $409,688 
   Year Ended December 31,
Assets2017 2016
 Land$45,055
 $14,059
 Buildings117,347
 29,277
 Building and tenant improvements17,415
 2,749
 
Above market leases(1)
3,051
 652
 
In-place leases(2)
13,044
 2,608
Total assets195,912
 49,345
      
Liabilities   
 
Below market leases(3)
4,103
 2,512
 Other liabilities1,322
 —
Total liabilities5,425
 2,512
Net assets acquired$190,487
 $46,833

(1)
(1)The weighted average amortization period at the time of acquisition for above market leases related to properties acquired during the years ended December 31, 2017 and 2016 was 5.5 years and 4.5 years, respectively.
(2)
The weighted average amortization period at the time of acquisition for in-place leases related to properties acquired during the years ended December 31, 2017 and 2016 was 7.5 years and 6.3 years, respectively.
(3)
The weighted average amortization period at the time of acquisition for below market leases related to properties acquired during the years ended December 31, 2017 and 2016 was 16.3 years and 11.9 years, respectively.

In addition, the Companytime of acquisition for above-market leases related to assets acquired two land parcels and one outparcel building adjacent to existing Company owned shopping centers for an aggregate purchase price of $1.2 million in connection with its repositioning activities at those centers during the year ended December 31, 2016. This amount is included in Improvements2022 was 6.5 years.
(2)The weighted average amortization period at the time of acquisition for in-place leases related to and investments in real estate assets on the Company’s Consolidated Statement of Cash Flows.

Duringacquired during the year ended December 31, 2017,2022 was 12.1 years.
(3)The weighted average amortization period at the Company incurred transaction coststime of $1.4 million, of which $0.9 million was capitalized and included in Buildings and tenant improvements onacquisition for below-market leases related to assets acquired during the Company’s Consolidated Balance Sheets and $0.5 million was included in Other on the Company’s Consolidated Statements of Operations. During the yearsyear ended December 31, 2016 and 2015, the Company incurred transaction costs of $0.5 million and $2.3 million, respectively. These amounts are included in Other on the Company’s Consolidated Statements of Operations.2022 was 20.1 years.


3. Dispositions and Assets Held for Sale
During the year ended December 31, 2017,2023, the Company disposed of 29 wholly owned11 shopping centers and two outparcel buildingsnine partial shopping centers for aggregate net proceeds of $330.8$182.0 million, resulting in aaggregate gain of $68.7$65.3 million and aggregate impairment of $22.9$6.1 million. In addition, during the year ended December 31, 2017,2023, the Company disposed of its unconsolidated joint venture interesta non-operating asset and resolved contingencies related to a previously disposed asset for aggregate net proceeds of $12.4$0.3 million, resulting in aaggregate gain of $4.6$0.1 million. The Company had one property held for sale as of December 31, 2017 with a carrying value of $27.1 million, which is included in Other assets on the Company’s Consolidated Balance Sheets.


During the year ended December 31, 2016,2022, the Company disposed of six16 shopping centers one office building and one outparcel building10 partial shopping centers for aggregate net proceeds of $102.9$277.0 million resulting in aaggregate gain of $35.6$109.2 million and aggregate impairment of $2.0$5.7 million. TheIn 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.


F-24

As of December 31, 2023, the Company had no properties held for sale. As of December 31, 2022, the Company had one property and two partial properties held for sale. There were no liabilities associated with the properties classified as held for salesale. The following table presents the assets associated with the properties classified as of December 31, 2016.held for sale:

AssetsDecember 31, 2023December 31, 2022
Land$— $1,988 
Buildings and improvements— 13,864 
Accumulated depreciation and amortization— (5,625)
Real estate, net— 10,227 
Other assets— 212 
Assets associated with real estate assets held for sale$— $10,439 
For purposes of measuring provisions for impairments, fair value was determined based on contracts with buyers or purchase offers from potential buyers, adjusted to reflect associated transaction costs. The Company believes the inputs utilized were reasonable in the context of applicable market conditions; however, due to the significance of the unobservable inputs to the overall fair value measures, including forecasted revenues and expenses based upon market conditions and future expectations, the Company determined that such fair value measurements were classified within Level 3 of the fair value hierarchy. For additional information regarding impairments taken by the Company, please see Note 5 and Note 8.



There were no discontinued operations for the years ended December 31, 2017, 20162023, 2022, and 20152021 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

4. Real Estate
The Company’s components of Real estate, net consisted of the following:
December 31, 2023December 31, 2022
Land$1,794,011 $1,820,358 
Buildings and improvements:
Buildings and tenant improvements8,696,881 8,535,279 
Lease intangibles(1)
504,995 542,714 
10,995,887 10,898,351 
Accumulated depreciation and amortization(2)
(3,198,980)(2,996,759)
Total$7,796,907 $7,901,592 
 December 31, 2017 December 31, 2016
Land$1,984,309
 $2,006,655
Buildings and improvements:   
Buildings and tenant improvements(1)
8,145,085
 8,165,672
Lease intangibles(2)
792,097
 836,731
 10,921,491
 11,009,058
Accumulated depreciation and amortization(3)
(2,361,070) (2,167,054)
Total$8,560,421
 $8,842,004
(1)As of December 31, 2023 and 2022, Lease intangibles consisted of $456.8 million and $492.0 million, respectively, of in-place leases and $48.2 million and $50.7 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.
(1)
At December 31, 2017 and 2016, Buildings and tenant improvements included accrued amounts of $22.8 million and $10.5 million, respectively, related to construction in progress, net of any anticipated insurance proceeds. 
(2)
At December 31, 2017 and 2016, Lease intangibles consisted of $715.1 million and $758.0 million, respectively, of in-place leases and $77.0 million and $78.7 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.
(3)
At December 31, 2017 and 2016, Accumulated depreciation and amortization included $629.1 million and $632.8 million, respectively, of accumulated amortization related to Lease intangibles.

(2)As of December 31, 2023 and 2022, Accumulated depreciation and amortization included $445.5 million and $465.2 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, atas of December 31, 20172023 and 2016,2022, the Company had intangible liabilities relating to below-market leases of $463.3$329.8 million and $485.2$349.7 million, respectively, and accumulated accretion of $281.5$247.2 million and $261.7$252.9 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities inon 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, 2017, 20162023, 2022, and 20152021 was $29.6$12.8 million, $37.7$12.2 million, and $47.8$12.6 million, respectively. These amounts are included in Rental income inon the Company’s Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the years ended December 31, 2017, 20162023, 2022, and 20152021 was $46.2$16.5 million, $60.0$18.9 million, and $88.1$15.2 million, respectively. These amounts are included in Depreciation and amortization inon the Company’s Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place leaseslease amortization expense for the next five years are as follows:
Year ending December 31,Below-market lease accretion (income), net of above-market lease amortization expenseIn-place lease amortization expense
2024$(9,169)$11,646 
2025(7,963)8,579 
2026(6,937)6,125 
2027(5,864)4,712 
2028(5,418)3,809 


F-25
Year ending December 31, Below-market lease accretion (income), net of above-market lease amortization In-place leases amortization expense
2018 $(24,568) $34,062
2019 (20,737) 26,939
2020 (16,924) 19,956
2021 (13,985) 14,382
2022 (11,741) 10,898













5. Impairments
On a periodic basis, managementManagement periodically assesses whether there are any indicators, including property operating performance, changes in anticipated holdinghold 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, a lossan impairment charge is recognized forto reflect the excess of its carrying amount over itsestimated fair value.

The Company recognized the following impairments during the yearsyear ended December 31, 2017, 2016 and 2015:2023:
Year Ended December 31, 2023
Property Name(1)
LocationGLAImpairment Charge
The Quentin CollectionKildeer, IL171,530 $11,705 
Broadway Faire - Theater Box(2)
Fresno, CA39,983 2,102 
Elk Grove Town Center(2)
Elk Grove Village, IL47,704 1,796 
The Manchester Collection - Crossroads(2)
Manchester, CT14,867 1,155 
Spring Mall(2)
Greenfield, WI45,920 1,078 
320,004 $17,836 
Year Ended December 31, 2017
Property Name(1)
 Location GLA Impairment Charge
The Plaza at Salmon Run Watertown, NY 68,761
 $3,486
Smith’s Socorro, NM 48,000
 2,200
The Manchester Collection Manchester, CT 342,247
 9,026
Renaissance Center East(2)
 Las Vegas, NV 144,216
 1,658
Lexington Road Plaza(2)
 Versailles, KY 197,668
 6,393
Shops at Seneca Mall(2)
 Liverpool, NY 231,024
 2,226
Remount Village Shopping Center(2)
 North Charleston, SC 60,238
 921
Fashion Square Orange Park, FL 36,029
 2,125
The Shoppes at North Ridgeville(2)
 North Ridgeville, OH 59,852
 389
Milford Center(2)
 Milford, CT 25,056
 45
Highland Commons(2)
 Glasgow, KY 130,466
 2,499
The Vineyards(2)
 Eastlake, OH 144,820
 3,008
Salisbury Marketplace(2)
 Salisbury, NC 79,732
 1,544
Austin Town Center(2)
 Austin, MN 110,680
 1,853
Parkway Pointe(2)
 Springfield, IL 38,737
 2,373
Crossroads Centre Fairview Heights, IL 242,752
 358
    1,960,278
 $40,104
       
Year Ended December 31, 2016
Property Name(1)
 Location GLA Impairment Charge
Inwood Forest(3)
 Houston, TX 77,553
 $52
Plymouth Plaza(3)
 Plymouth Meeting, PA 30,013
 1,997
Parcel at Country Hills Shopping Center Torrance, CA 3,500
 550
Milford Center(2)
 Milford, CT 25,056
 2,626
Other – N/A
 (71)
    136,122
 $5,154
       
Year Ended December 31, 2015
Property Name(1)
 Location GLA Impairment Charge
Parkwest Crossing(4)
 
Durham – Chapel Hill, NC
 85,602
 $807
Land Parcel(4)
 
Omaha – Council Bluffs, NE-IA
 N/A
 198
    85,602
 $1,005
(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program.
(1)
The Company recognized impairment charges based upon a change in the estimated hold period of these properties in connection with the Company’s capital recycling program.
(2)
The Company disposed of this property during the year ended December 31, 2017.
(3)
The Company disposed of this property during the year ended December 31, 2016.
(4)
The Company disposed of this property during the year ended December 31, 2015.

(2)The Company disposed of this property during the year ended December 31, 2023.

The Company recognized the following impairments during the year ended December 31, 2022:
Year Ended December 31, 2022
Property Name(1)
LocationGLAImpairment Charge
Torrington Plaza (2)
Torrington, CT125,496 $3,509 
Park Hills Plaza - Excluding Outparcels (2)
Altoona, PA238,829 1,127 
New Garden Center (2)
Kennett Square, PA147,370 1,088 
511,695 $5,724 
(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program.
(2)The Company disposed of this property during the year ended December 31, 2022.

The Company recognized the following impairments during the year ended December 31, 2021:
Year Ended December 31, 2021
Property Name(1)
LocationGLAImpairment Charge
Albany Plaza(2)
Albany, GA114,169 $1,467 
Erie Canal Centre(2)
DeWitt, NY123,404 431 
237,573 $1,898 
(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program.
(2)The Company disposed of this property during the year ended December 31, 2021.

The Company 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 impairments taken on operating properties.properties that have been impaired.





6. Financial Instruments – Derivatives and Hedging
The Company’s use of derivative instruments is limitedintended to the utilization ofmanage its exposure to interest rate agreements or othermovements and such instruments to manage interest rate risk exposures andare 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 market interest rates. The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements.

F-26

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 changingexchanging the underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt or future cash flows associated with forecasted fixed-rate debt issuances. During the year ended December 31, 2017,2023, the Company entered into 10 interest rate swap agreements. During the year ended December 31, 2022, the Company did not enter into any new interest rate swap agreements. During the year ended December 31, 2016, the Company entered into nine forward starting interest rate swap agreements (“Swaps”) with an effective date of November 1, 2016 and an aggregate notional value of $1.4 billion to partially hedge the variable cash flows associated with variable LIBOR based interest rate debt.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2017 and 2016 is as follows:
  Number of Instruments Notional Amount
  December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016
Interest Rate Swaps 9 9 $1,400,000
 $1,400,000

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 Company’s fair value of interest rate derivatives on a gross and net basis as of December 31, 2017 and 2016, respectively, is as follows:
  Fair Value of Derivative Instruments
Interest rate swaps classified as: December 31, 2017 December 31, 2016
Gross derivative assets $24,420
 $21,605
Gross derivative liabilities —
 —
Net derivative assets $24,420
 $21,605

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.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2023 is as follows:
Fair Value
Effective DateMaturity DateSwapped Variable RateFixed RateNotional AmountAssetsLiabilities
6/1/20227/26/2024
1 Month SOFR(1)
2.5875 %$50,000 $710 $— 
6/1/20227/26/2024
1 Month SOFR(1)
2.5960 %50,000 707 — 
6/1/20227/26/2024
1 Month SOFR(1)
2.5860 %100,000 1,421 — 
6/1/20227/26/2024
1 Month SOFR(1)
2.5850 %100,000 1,421 — 
5/1/20237/26/2027
1 Month SOFR(2)
3.5890 %100,000 59 — 
5/1/20237/26/2027
1 Month SOFR(2)
3.5950 %75,000 34 — 
5/1/20237/26/2027
1 Month SOFR(2)
3.5930 %25,000 12 — 
7/26/20247/26/2027
1 Month SOFR(3)
4.0767 %100,000 — (2,073)
7/26/20247/26/2027
1 Month SOFR(3)
4.0770 %100,000 — (2,077)
7/26/20247/26/2027
1 Month SOFR(3)
4.0767 %50,000 — (1,038)
7/26/20247/26/2027
1 Month SOFR(3)
4.0770 %50,000 — (1,039)
6/14/20246/14/2034
Compound SOFR(4)
3.4400 %100,000 — (437)
6/14/20246/14/2034
Compound SOFR(4)
3.4370 %25,000 — (104)
6/14/20246/14/2034
Compound SOFR(4)
3.4400 %25,000 — (109)
$950,000 $4,364 $(6,877)
(1)Swapped variable rate includes a secured overnight financing rate ("SOFR") adjustment of 10 basis points.
(2)In April 2023, the Company entered into three interest rate swap agreements with an aggregate notional amount of $200.0 million. The interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 3.59%.
(3)In November 2023, the Company entered into four forward-starting interest rate swap agreements with an aggregate notional amount of $300.0 million. The forward-starting interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 4.08% beginning on the effective date.
(4)In December 2023, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $150.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $150.0 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending June 2026. The forward-starting interest rate swaps were designated as cash flow hedges.













F-27

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2022 is as follows:
Fair Value
Effective DateMaturity DateSwapped Variable RateFixed RateNotional AmountAssetsLiabilities
6/1/20227/26/2024
1 Month SOFR(1)
2.5875 %$50,000 $1,604 $— 
6/1/20227/26/2024
1 Month SOFR(1)
2.5960 %50,000 1,599 — 
6/1/20227/26/2024
1 Month SOFR(1)
2.5860 %100,000 3,218 — 
6/1/20227/26/2024
1 Month SOFR(1)
2.5850 %100,000 3,219 — 
$300,000 $9,640 $— 
(1)Swapped variable rate includes a SOFR adjustment of 10 basis points.

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 analysisanalyses, on the expected cash flows of each derivative. This analysis reflectsThese analyses reflect the contractual terms of the derivatives,derivative, including the period to maturity, and usesuse observable market-based inputs, including interest rate curves and implied volatilities.volatility. 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 and that qualify as, cash flow hedges is recognized in other comprehensive income (“OCI”)(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 inon the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 20162023, 2022, and 20152021 is as follows:

Derivatives in Cash Flow Hedging Relationships
(Interest Rate Swaps)		Year Ended December 31,
202320222021
Change in unrealized gain (loss) on interest rate swaps$(2,204)$19,602 $5,144 
Amortization (accretion) of interest rate swaps to interest expense(9,949)2,624 10,496 
Change in unrealized gain (loss) on interest rate swaps, net$(12,153)$22,226 $15,640 
Derivatives in Cash Flow Hedging Relationships
(Interest Rate Swaps)
 Year Ended December 31,
 2017 2016 2015
Change in unrealized gain (loss) on interest rate swaps $4,976
 $19,081
 $(7,612)
Amortization (accretion) of interest rate swaps to interest expense (2,161) 4,961
 9,598
Change in unrealized gain (loss) on interest rate swaps, net $2,815
 $24,042
 $1,986


The Company estimates that $9.6$6.5 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, 2017, 20162023, 2022, and 2015.2021.


Non-Designated (Mark-to Market)(Mark-to-Market) Hedges of Interest Rate Risk
The Company does not use derivatives for trading or speculative purposes. As of December 31, 20172023 and 2016,2022, the Company did not have any non-designated hedges.


Credit-risk-related Contingent Features
The Company has agreements with its derivative counterparties that contain a provisionprovisions 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 thebe declared in default on its derivative contracts, it would be required to settle its obligations under thesuch agreements at their termination value, including accrued interest.













F-28

7. Debt Obligations
As of December 31, 20172023 and 2016,2022, the Company had the following indebtedness outstanding:
Carrying Value as of
December 31,
2023		December 31,
2022
Stated
Interest
Rate(1)
Scheduled
Maturity
Date
Notes payable
Unsecured notes(2)
$4,418,805 $4,618,453 2.25% – 7.97%2024 – 2031
Net unamortized premium20,974 23,787 
Net unamortized debt issuance costs(17,680)(22,325)
Total notes payable, net$4,422,099 $4,619,915 
Unsecured Credit Facility
Revolving Facility$18,500 $125,000 6.33%2026
Term Loan Facility(3)(4)(5)
500,000 300,000 6.39%2027
Net unamortized debt issuance costs(7,074)(9,414)
Total Unsecured Credit Facility and term loans$511,426 $415,586 
Total debt obligations, net$4,933,525 $5,035,501 
  Carrying Value as of    
  
December 31,
2017
 
December 31,
2016
 
Stated
Interest
Rate(1)
 
Scheduled
Maturity
Date
Secured loans        
Secured loans(2)(3)
 $902,717
 $1,312,292
 4.40% – 7.89% 2018 – 2024
Net unamortized premium 15,321
 25,189
    
Net unamortized debt issuance costs (93) (387)    
Total secured loans, net $917,945
 $1,337,094
    
         
Notes payable        
Unsecured notes(4)
 $3,218,453
 $2,318,453
 3.25% – 7.97% 2022 – 2029
Net unamortized discount (13,485) (9,097)    
Net unamortized debt issuance costs (22,476) (17,402)    
Total notes payable, net $3,182,492
 $2,291,954
    
         
Unsecured Credit Facility and term loans        
Unsecured Credit Facility(5)
 $685,000
 $1,622,000
 2.73% 2018 – 2021
Unsecured $600 Million Term Loan(6)
 600,000
 600,000
 2.78% 2019
Unsecured $300 Million Term Loan(7)
 300,000
 —
 3.26% 2024
Net unamortized debt issuance costs (9,199) (12,159)    
Total Unsecured Credit Facility and term loans $1,575,801
 $2,209,841
    
         
Total debt obligations, net $5,676,238
 $5,838,889
    
(1)
The stated interest rates are as of December 31, 2017 and do not include the impact of the Company’s interest rate swap agreements (described below).
(2)
The Company’s secured loans are collateralized by certain properties and the equity interests of certain subsidiaries. These properties had a carrying value as of December 31, 2017 of approximately $1.7 billion.
(3)
The weighted average stated interest rate on the Company’s fixed rate secured loans was 6.16% as of December 31, 2017.
(4)
The weighted average stated interest rate on the Company’s unsecured notes was 3.81% as of December 31, 2017.
(5)
Effective November 1, 2016, the Company has in place an interest rate swap agreement that converts the variable interest rate on $185.0 million of a term loan under the Company’s senior unsecured credit facility agreement, as amended July 25, 2016, (the “Unsecured Credit Facility”) to a fixed interest rate of 0.82% (plus a spread of 135 bps) through July 31, 2018, and three interest rate swap agreements that convert the variable interest rate on a $500.0 million term loan under the Unsecured Credit Facility to a fixed, combined interest rate of 1.11% (plus a spread of 135 bps) through July 30, 2021.
(6)
Effective November 1, 2016, the Company has in place two interest rate swap agreements that convert the variable interest rate on $200.0 million of the Company’s $600 million term loan agreement, as amended July 25, 2016, (the “$600 Million Term Loan”) to a fixed, combined interest rate of 0.82% (plus a spread of 140 bps) through July 31, 2018, and three interest rate swap agreements that convert the variable interest rate on $400.0 million of the $600 Million Term Loan to a fixed, combined interest rate of 0.88% (plus a spread of 140 bps) through March 18, 2019.

(7)
Effective July 28, 2017, the Company has in place an interest rate swap agreement that converts the variable interest rate on $115.0 million of the $300 Million Term Loan (defined below) to a fixed, combined interest rate of 0.82% (plus a spread of 190 bps) through July 31, 2018.

(1)Stated interest rates as of December 31, 2023 do not include the impact of the Company’s interest rate swap agreements (described below).
2017(2)The weighted average stated interest rate on the Company’s unsecured notes was 3.70% as of December 31, 2023.
(3)The Company's Revolving Facility (defined hereafter) and Term Loan Facility (defined hereafter) include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points. During the year ended December 31, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the year ended December 31, 2023 and year ended December 31, 2022 resulting in a less than $0.1 million increase to interest expense.
(4)Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on $300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59% (plus a spread of 95 basis points) through July 26, 2024.
(5)Effective May 1, 2023, the Company has in place three interest rate swap agreements that convert the variable interest rate on $200.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 3.59% (plus a spread of 95 basis points and a SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility (defined hereafter) on July 27, 2027.

2023 Debt Transactions
In March 2017,The Operating Partnership has an unsecured credit facility as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $300.0 million term loan, in addition to a $200.0 million delayed draw term loan, which was drawn on April 24, 2023 (together, the "Term Loan Facility"). During the year ended December 31, 2023, the Operating Partnership issued $400.0repaid $106.5 million, aggregate principal amountnet of 3.90% Senior Notes due 2027 (the “2027 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings, under the Company’s Unsecured Creditits $1.25 billion Revolving Facility, and for general corporate purposes.  The 2027 Notes bear interest at a rate of 3.90% per annum, payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2017. The 2027 Notes will mature on March 15, 2027. The 2027 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2027 Notes at any time in whole orproceeds from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2027 Notes.  If the 2027 Notes are redeemed on or after December 15, 2026 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2027 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.dispositions.

In June 2017, the Operating Partnership issued $500.0 million aggregate principal amount of 3.65% Senior Notes due 2024 (the “2024 Notes”), the proceeds of which were utilized to repay outstanding indebtedness, including borrowings under the Company’s Unsecured Credit Facility, and for general corporate purposes.  The 2024 Notes bear interest at a rate of 3.65% per annum, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2017. The 2024 Notes will mature on June 15, 2024. The 2024 Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2024 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2024 Notes.  If the 2024 Notes are redeemed on or after April 15, 2024 (two months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2024 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

In July 2017, the Operating Partnership entered into a $300.0 million variable rate unsecured term loan facility (the “$300 Million Term Loan”). The $300 Million Term Loan has a seven-year term maturing on July 26, 2024, with no available extension options, and bears interest at a rate of LIBOR plus 190 basis points (based on the Operating Partnership’s current credit ratings). Proceeds from the $300 Million Term Loan were used to prepay $300.0 million of an unsecured term loan under the Company’s Unsecured Credit Facility maturing July 31, 2018.


During the year ended December 31, 2017,2023, the Operating Partnership repurchased $199.6 million of its outstanding 3.650% Senior Notes due 2024 (the "2024 Notes") pursuant to a cash tender offer (the "Tender Offer"), with $300.4 million aggregate principal amount of the 2024 Notes remaining outstanding. The Operating Partnership funded the Tender Offer with proceeds from its $200.0 million delayed draw term loan. In connection with the Tender Offer, the Company repaid at total of $815.0 million of unsecured term loan debt under the Company’s Unsecured Credit Facility and $389.1 million of secured loans, resulting inrecognized a $0.5$4.4 million gain on extinguishment of debt net. These repayments were funded primarily with proceeds from the issuance of the 2027 Notes and 2024 Notes and the execution of the $300 Million Term Loan. In addition, during the year ended December 31, 2017, the Company repaid $122.0 million, net of borrowings on the Revolving Facility.2023.


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, 2017.2023.











F-29









Debt Maturities
As of December 31, 20172023 and 2016,2022, the Company had accrued interest of $35.9$47.1 million and $34.1$47.3 million outstanding, respectively. As of December 31, 2017,2023, scheduled amortization and maturities of the Company’s outstanding debt obligations were as follows:
Year ending December 31,  
2018 $203,118
2019 618,679
2020 672,695
2021 686,225
2022 500,000
Thereafter 3,025,453
Total debt maturities 5,706,170
Net unamortized premiums and discounts 1,836
Net unamortized debt issuance costs (31,768)
Total debt obligations, net $5,676,238
Year ending December 31,
2024$300,352 
2025700,000 
2026626,042 
2027900,000 
2028357,708 
Thereafter2,053,203 
Total debt maturities4,937,305 
Net unamortized premium20,974 
Net unamortized debt issuance costs(24,754)
Total debt obligations, net$4,933,525 
As of the date the financial statements were issued, the Company’sCompany's scheduled debt maturities for the next 12 months arewere comprised of an unsecured term loan under the Company’s Unsecured Credit Facility and a non-recourse secured loan. The Company has sufficient capacity under$300.4 million outstanding principal balance on the Unsecured Credit Facility to satisfy these scheduled debt maturities.2024 Notes.


8. Fair Value Disclosures
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:
December 31, 2023December 31, 2022
Carrying
Amounts		Fair
Value		Carrying
Amounts		Fair
Value
Notes payable$4,422,099 $4,155,332 $4,619,915 $4,148,681 
Unsecured Credit Facility511,426 518,500 415,586 425,056 
Total debt obligations, net$4,933,525 $4,673,832 $5,035,501 $4,573,737 
  December 31, 2017 December 31, 2016
  
Carrying
Amounts
 
Fair
Value
 
Carrying
Amounts
 
Fair
Value
 
 Secured loans$917,945
 $963,702
 $1,337,094
 $1,410,698
 Notes payable3,182,492
 3,224,877
 2,291,954
 2,302,048
 Unsecured Credit Facility and term loans1,575,801
 1,586,206
 2,209,841
 2,223,807
 Total debt obligations, net$5,676,238
 $5,774,785
 $5,838,889
 $5,936,553
         


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.


The valuation methodology used to estimate the fair value of the Company’s debt obligations is based on a discounted cash flow analysis, with assumptions that include credit spreads, estimated property values, loan amounts and debt maturities. Based on these inputs,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 fair valuevaluations of the Company’s marketable securities isare based primarily on publicly traded market values in active markets and isare classified within LevelLevels 1 orand 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company’s interest rate derivatives.





F-30

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, 2023
BalanceQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets:
Marketable securities(1)
$19,914 $656 $19,258 $— 
Interest rate derivatives$4,364 $— $4,364 $— 
Liabilities:
Interest rate derivatives$(6,877)$— $(6,877)$— 
Fair Value Measurements as of December 31, 2022
BalanceQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)
Assets:
Marketable securities(1)
$21,669 $1,088 $20,581 $— 
Interest rate derivatives$9,640 $— $9,640 $— 
Liabilities:
Interest rate derivatives$— $— $— $— 
(1)As of December 31, 2023 and 2022, marketable securities included $0.2 million and $0.8 million of net unrealized losses, respectively. As of December 31, 2023, the contractual maturities of the Company’s marketable securities were within the next five years.
 Fair Value Measurements as of December 31, 2017
 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:       
Marketable securities(1)
$28,006
 $725
 $27,281
 $—
Interest rate derivatives$24,420
 $—
 $24,420
 $—
        
 Fair Value Measurements as of December 31, 2016
 Balance Quoted Prices in Active Markets for Identical Assets (Level 1) 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:       
Marketable securities(1)
$25,573
 $5,679
 $19,894
 $—
Interest rate derivatives$21,605
 $—
 $21,605
 $—
(1)
As of December 31, 2017 and 2016, marketable securities included $0.2 million and $0.1 million of net unrealized losses, respectively.


Non-Recurring Fair Value
On a non-recurring basis, the Company evaluatesManagement 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 its properties when eventsthe Company’s real estate assets (including any related intangible assets or changes in circumstances indicate that the carrying valueliabilities) may not be recoverable.impaired. Fair value is determined by purchase price offers from third-party buyers, market comparable data, third partythird-party appraisals, or by discounted cash flow analysis. Theseanalyses. The cash flows utilized in such analyses are comprised of unobservable inputs whichthat include forecasted rental revenue and expenses based upon market conditions and future expectations. CapitalizationThe capitalization rates and discount rates utilized in these modelssuch analyses are based upon unobservable rates that we believethe Company believes to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy.


The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing:testing during the year ended December 31, 2023, excluding the properties sold prior to December 31, 2023. During the year ended December 31, 2022, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022.


Fair Value Measurements as of December 31, 2023
BalanceQuoted Prices in Active Markets for Identical Assets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)		Impairment of Real Estate Assets
Assets:
Properties(1)(2)
$14,987 $— $— $14,987 $11,705 
(1)Excludes properties disposed of prior to December 31, 2023.
(2)The carrying value of The Quentin Collection, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the year ended December 31, 2023, is $15.0 million. The capitalization rate of 8.75% utilized in the analysis was based upon unobservable inputs that the Company believes to be within a reasonable range of current market rates for the property.


F-31
 Fair Value Measurements as of December 31, 2017
 Balance 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:       
Properties(1)(2)
$73,303
 $—
 $—
 $73,303
        
 Fair Value Measurements as of December 31, 2016
 Balance 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:       
Properties(3)
$135
 $—
 $—
 $135
        
(1)

During the year ended December 31, 2017, the Company recognized $28.0 million of impairment based upon offers from third party buyers and $12.1 million of impairment based upon discounted cash flow analysis. The capitalization rates (ranging from 7.0% to 8.5%) and discount rates (ranging from 7.9% to 9.5%) which were utilized in the analysis were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective investment.

(2)
The carrying value of properties remeasured to fair value during the year ended December 31, 2017 include: (i) $7.8 million related to The Plaza at Salmon Run, (ii) $1.9 million related to Smith’s, (iii) $46.9 million related to The Manchester Collection, (iv) $2.4 million related to Fashion Square, and (v) $14.3 million related to Crossroads Centre.
(3)
The carrying value of a parcel at Country Hills Shopping Center was remeasured to fair value during the year ended December 31, 2016.

9. Revenue Recognition
Future minimum annual base rentsThe 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, 20172023, 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. Future minimum annual base rents also doThe table below includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes. The table does not include variable lease payments whichthat may be received under certain leases for percentage rent or the reimbursement of property operating expenses such as real estate taxes, insurance and other common area 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
2024$916,493 
2025824,655 
2026723,463 
2027600,788 
2028480,174 
Thereafter1,509,110 
Year ending December 31,  
2018 $886,593
2019 778,828
2020 652,304
2021 531,335
2022 412,230
Thereafter 1,442,980

The Company recognized $7.1$9.3 million, $5.9$9.0 million, and $3.6$6.0 million of rental income based on percentage rentrents for the years ended December 31, 2017, 20162023, 2022, and 2015,2021, respectively.

These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. As of December 31, 20172023 and 2016, the estimated allowance associated with Company’s outstanding rent receivables, included in Receivables, net of allowance for doubtful accounts in the Company’s Consolidated Balance Sheets was $12.1 million and $13.2 million, respectively. In addition, as of December 31, 2017 and 2016,2022, receivables associated with the effects of recognizing rental income on a straight-line basis were $113.9$180.8 million and $98.1$159.8 million, respectively netrespectively.

F-32

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 estimated allowanceminimum lease payments over the non-cancelable lease term. As of $5.1 millionDecember 31, 2023 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 $3.5 million,real estate taxes, and certain capital expenditures related to the maintenance of the properties. These payments are not included in the calculation of the ROU asset or lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases:
Year Ended December 31,
Supplemental Statements of Operations Information202320222021
Operating lease costs$5,645 $5,937 $5,920 
Short-term lease costs— — 1 
Variable lease costs468 207 329 
Total lease costs$6,113 $6,144 $6,250 
Year Ended December 31,
Supplemental Statements of Cash Flows Information202320222021
Operating cash outflows from operating leases$6,017 $6,145 $6,147 
ROU assets obtained in exchange for operating lease liabilities711 10,708 — 
ROU assets reduction due to dispositions, held for sale, and lease modifications(144)(171)(229)
Operating Lease LiabilitiesAs of
December 31, 2023
Future minimum operating lease payments:
2024$6,066 
20255,820 
20265,067 
20272,851 
20282,052 
Thereafter31,019 
Total future minimum operating lease payments52,875 
Less: imputed interest(16,770)
Operating lease liabilities$36,105 
As of December 31,
Supplemental Balance Sheets Information20232022
Operating lease liabilities(1)(2)
$36,105 $39,923 
ROU assets(1)(3)
32,350 35,754 
(1)As of December 31, 2023 and 2022, the weighted average remaining lease term was 16.0 years and 16.0 years, respectively, and the weighted average discount rate was 4.48% and 4.43%, respectively.

(2)These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets.
(3)These amounts are included in Other assets on the Company’s Consolidated Balance Sheets.
10.
As of December 31, 2023, there were no material leases that have been executed but not yet commenced.







F-33

11. Equity and Capital
ATM Program
In 2015,November 2022, the Parent Company entered into anrenewed its at-the-market equity offering program (“ATM”(the "ATM Program") through which the Parent 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, sales agents, over a three-year period. Noforward 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, 2023, the Company did not issue any shares have been issuedof common stock under the ATM and as a result,Program. 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. As of December 31, 2023, $400.0 million of common stock remained available for issuance under the ATM as of December 31, 2017. The ATM is scheduled to expire on June 8, 2018, unless extended by the Parent Company and the sales agents.Program.


Share Repurchase Program
On December 5, 2017,In November 2022, the Board of Directors authorized aCompany renewed its share repurchase program (the "Repurchase Program") for up to $400.0 million of the Company’sits common stock. The programRepurchase Program is scheduled to expire on December 5, 2019,November 1, 2025, unless suspended or extended by the BoardCompany's board of Directors.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 yearyears ended December 31, 2017,2023, 2022, and 2021, the Company repurchased approximately 0.3 milliondid not repurchase any shares of common stock understock. As of December 31, 2023, the program at an average price per shareRepurchase Program had $400.0 million of $17.96 for a total of approximately $5.9 million.available repurchase capacity.


Common Stock
In connection with the vesting of restricted stock units (“RSUs”("RSUs") under the Company’s equity-based compensation plan, the Company withholds shares to satisfy statutory minimum tax withholding obligations. During the years ended December 31, 20172023 and 2016,2022, the Company withheld 0.10.5 million shares.and 0.4 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 BPG Sub,the Operating Partnership, distributions are funded as follows:


•first, the Operating Partnership makes distributions to those of its partners whichthat are holders of OP Units, including BPG Sub. When the Operating Partnership makes such distributions, in addition to BPG Sub and its wholly owned subsidiaries, the other partners of the Operating Partnership are also entitled to receive equivalent distributions on their partnership interests in the Operating Partnership on a pro rata basis;Sub;

•second, BPG Sub distributes to Brixmor Property Group Inc. its share of such distributions; and
•third, Brixmor Property Group Inc. distributes the amount authorized by its Boardthe Company's board of Directorsdirectors and declared by Brixmor Property Group Inc. to its common stockholders on a pro rata basis.


During the years ended December 31, 2017, 20162023, 2022, and 2015,2022, the CompanyCompany's board of directors declared common stock dividends and OP Unit distributions of $1.055$1.0525 per share/unit, $0.995$0.9800 per share/unit, and $0.92$0.8850 per share/unit, respectively. As of December 31, 20172023 and December 31, 2016,2022, the Company had declared but unpaid common stock dividends and OP Unit distributions of $85.6$85.7 million and $80.6$81.6 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets.


Non-controlling interests
F-34
As of December 31, 2017, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100.0% of the outstanding OP Units. During the years ended December 31, 2017 and 2016, the Company exchanged 0.4 million shares and 4.8 million shares, respectively, of the Company’s common stock for an equal number of outstanding OP Units held by Blackstone and certain members of the Parent Company’s current and former management.


During the years ended December 31, 2016, and 2015, Blackstone completed multiple secondary offerings of the Parent Company’s common stock. In connection with these offerings, during the years ended December 31, 2016, and 2015, the Company incurred $0.9 million and $0.5 million, respectively, of expenses which are included in Other on the Company’s Consolidated Statements of Operations.

Preferred Stock
During the year ended December 31, 2017, the Company redeemed all 125 shares of BPG Sub Series A Redeemable Preferred Stock for the stated liquidation preference of $10,000 per share plus accrued but unpaid dividends.

11.12. Stock Based Compensation
DuringIn February 2022, the year ended December 31, 2013, the BoardCompany's board of Directorsdirectors approved the 20132022 Omnibus Incentive Plan (the “Plan”). and in April 2022, the Company's stockholders approved the Plan. The Plan provides for a maximum of 15.010.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock, and RSUs, OP Units, performance awards, and other stock-based awards. 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, 20172023, 2022, and 2016,2021, the Company granted RSUs to certain employees. During the year ended December 31, 2015, the Company granted RSUs to certain employees, or at the election of certain employees, long-term incentive plan units (“LTIP Units”) in the Operating Partnership. The RSUs and LTIP Units are divided into multiple tranches, with each tranchewhich are all subject to separate performance-based, market-based and service-based vesting conditions. Each award containsCertain tranches are also subject to performance-based criteria or market-based criteria, which contain a threshold, target, above target, and maximum number of units in respect of each tranche.that can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period, and the earned units are then further subject toperiod. Tranches that only have a service-based vesting conditions.component can only earn a target number of units. The aggregate number of RSUs and LTIP Units granted, assuming that the achievement of target level of performance, is achieved, was 0.60.7 million, 0.80.7 million, and 0.71.0 million for the years ended December 31, 2017, 20162023, 2022, and 2015,2021, respectively, with vesting periods ranging from one to five years. For the performance-based and service-based RSUs and LTIP Units granted, under the Plan, fair value is based on the CompanyCompany’s grant date stock price.price or the grant date stock price adjusted for dividend or dividend equivalent rights, when applicable. For the market-based RSUs and LTIP Units granted, during the years ended December 31, 2017 and 2016, the Company calculated the grant date fair values per unit usingvalue is based on a Monte Carlo simulation based onmodel 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 NAREITNareit Equity Shopping Centers Index as well as the following significant assumptions: (i) volatility of 22.0% to 23.0% and 23.5% to 26.5%, respectively; (ii) a weighted average risk-free interest rate of 1.2% to 1.41% and 1.0%, respectively; and (iii) the Company’s weighted average common stock dividend yield of 4.0% to 4.6% and 3.8%, respectively. 

Year Ended December 31,
Assumption202320222021
Volatility32.0% - 52.0%27.0% - 51.0%50.0% - 64.0%
Weighted average risk-free interest rate3.79% - 5.18%1.08% - 1.39%0.11% - 0.18%
Weighted average common stock dividend yield4.3% - 4.8%3.8% - 4.6%4.1% - 5.8%







Information with respect to RSUs and LTIP Units for the years ended December 31, 2017, 20162023, 2022, and 20152021 are as follows (in thousands):
Restricted SharesAggregate Intrinsic Value
Outstanding, December 31, 20201,974 $39,628 
Vested(834)(14,396)
Granted1,225 22,406 
Forfeited(57)(1,091)
Outstanding, December 31, 20212,308 46,547 
Vested(994)(18,955)
Granted981 25,476 
Forfeited(28)(597)
Outstanding, December 31, 20222,267 52,471 
Vested(1,162)(22,583)
Granted1,137 25,316 
Forfeited(48)(1,112)
Outstanding, December 31, 20232,194 $54,092 
 Restricted Shares Aggregate Intrinsic Value
Outstanding, December 31, 20141,821
 $29,641
Vested(1,341) (19,828)
Granted735
 16,766
Forfeited(43) (930)
Outstanding, December 31, 20151,172
 25,649
Vested(519) (12,550)
Granted881
 18,842
Forfeited(519) (8,861)
Outstanding, December 31, 20161,015
 23,080
Vested(343) (7,614)
Granted633
 12,762
Forfeited(69) (1,254)
Outstanding, December 31, 20171,236
 $26,974


During the yearyears ended December 31, 20172023, 2022, and 2021, the Company recognized $10.5$22.3 million, of equity compensation expense. During the year ended December 31, 2016, the Company recognized $11.6$25.2 million, and $18.6 million of equity compensation expense, respectively, of which included the reversal of $2.6$1.6 million, of previously recognized expense as a result of forfeitures$1.8 million, and the acceleration of $2.7$1.5 million of expense associated with the issuance of shares, both in connection with the separation of certain Company executives. During the year ended December 31, 2015, the Company recognized $23.3 million of equity compensation expense, which included $9.9 million of expense associated with the vesting of awards issued prior to the IPO as a result of it becoming probable that the Company’s pre-IPO owners would receive a 15% internal rate of return on their investment.was capitalized, respectively. These amounts are included in General and administrative expense inon the Company’s Consolidated Statements of Operations. As of December 31, 2017,2023, the Company had $11.0$17.4 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.


12.
F-35

13.     Earnings per Share
Basic earnings per share (“EPS”("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 sharesstockholders 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 stockholders.stock.


The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the years ended December 31, 2017, 20162023, 2022, and 2015:2021 (dollars in thousands, except per share data):
Year Ended December 31,
202320222021
Computation of Basic Earnings Per Share:
Net income$305,087 $354,193 $270,187 
Non-forfeitable dividends on unvested restricted shares(828)(1,002)(748)
Net income attributable to the Company’s common stockholders for basic earnings per share$304,259 $353,191 $269,439 
Weighted average shares outstanding – basic300,977 299,938 297,408 
Basic earnings per share attributable to the Company’s common stockholders:
Net income per share$1.01 $1.18 $0.91 
Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share$304,259 $353,191 $269,439 
Weighted average shares outstanding – basic300,977 299,938 297,408 
Effect of dilutive securities:
Equity awards1,399 1,804 1,427 
Weighted average shares outstanding – diluted302,376 301,742 298,835 
Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share$1.01 $1.17 $0.90 

F-36
 Year Ended December 31,
 2017 2016 2015
Computation of Basic Earnings Per Share:     
 Net income$300,369
 $278,142
 $197,536
 Net income attributable to non-controlling interests(76) (2,514) (3,816)
 Non-forfeitable dividends on unvested restricted shares(37) (40) (23)
 Preferred stock dividends(39) (150) (150)
 Net income attributable to the Company’s common stockholders for basic earnings per share$300,217
 $275,438
 $193,547
      
 Weighted average number shares outstanding – basic304,834
 301,601
 298,004
      
 Basic Earnings Per Share Attributable to the Company’s Common Stockholders:     
 Net income$0.98
 $0.91
 $0.65
 
 
 
Computation of Diluted Earnings Per Share:     
 Net income attributable to the Company’s common stockholders for basic earnings per share$300,217
 $275,438
 $193,547
 Allocation of net income to dilutive convertible non-controlling interests76
 2,514
 3,816
 Net income attributable to the Company’s common stockholders for diluted earnings per share$300,293
 $277,952
 $197,363
      
 Weighted average shares outstanding – basic304,834
 301,601
 298,004
 Effect of dilutive securities:     
    Conversion of OP Units79
 3,000
 5,988
    Equity awards368
 459
 1,025
 Weighted average shares outstanding – diluted305,281
 305,060
 305,017
      
 Diluted Earnings Per Share Attributable to the Company’s Common Stockholders:     
 Net income$0.98
 $0.91
 $0.65



13.14. 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 sharesunitholders 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, 2017, 20162023, 2022, and 2015:2021 (dollars in thousands, except per unit data):
Year Ended December 31,
202320222021
Computation of Basic Earnings Per Unit:
Net income$305,087 $354,193 $270,187 
Non-forfeitable dividends on unvested restricted units(828)(1,002)(748)
Net income attributable to the Operating Partnership’s common units for basic earnings per unit$304,259 $353,191 $269,439 
Weighted average common units outstanding – basic300,977 299,938 297,408 
Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit$1.01 $1.18 $0.91 
Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit$304,259 $353,191 $269,439 
Weighted average common units outstanding – basic300,977 299,938 297,408 
Effect of dilutive securities:
Equity awards1,399 1,804 1,427 
Weighted average common units outstanding – diluted302,376 301,742 298,835 
Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit$1.01 $1.17 $0.90 

F-37
 Year Ended December 31,
 2017 2016 2015
Computation of Basic Earnings Per Unit:     
 Net income attributable to Brixmor Operating Partnership LP$300,369
 $278,142
 $197,536
 Non-forfeitable dividends on unvested restricted units(37) (40) (23)
 Net income attributable to the Operating Partnership’s common units for basic earnings per unit$300,332
 $278,102
 $197,513
      
 Weighted average number common units outstanding – basic304,913
 304,600
 303,992
      
 Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units:     
 Net income$0.98
 $0.91
 $0.65
      
Computation of Diluted Earnings Per Unit:     
 Net income attributable to the Operating Partnership’s common units for diluted earnings per unit$300,332
 $278,102
 $197,513
      
 Weighted average common units outstanding – basic304,913
 304,600
 303,992
 Effect of dilutive securities:     
    Equity awards368
 459
 1,025
 Weighted average common units outstanding – diluted305,281
 305,059
 305,017
      
 Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units:     
 Net income$0.98
 $0.91
 $0.65



14.15. Commitments and Contingencies
Legal Matters
Except as described below, theThe 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, of operations,or cash flows, or financial position.flows.

On February 8, 2016, the Company issued a press release and filed a Form 8-K reporting the completion of a review by the Audit Committee of the Company’s Board of Directors that began after the Company received information in late December 2015 through its established compliance processes. The Audit Committee review led the Board of Directors to conclude that specific Company accounting and financial reporting personnel, in certain instances, were smoothing income items, both up and down, between reporting periods in an effort to achieve consistent quarterly same property net operating income growth.

As a result of the Audit Committee review and the conclusions reached by the Board of Directors, the Company’s Chief Executive Officer, its President and Chief Financial Officer, its Chief Accounting Officer and Treasurer, and an accounting employee all resigned. Following these resignations the Company appointed a new Interim Chief Executive Officer and President, Interim Chief Financial Officer and Interim Chief Accounting Officer. A new Chief Executive Officer and Chief Financial Officer were appointed effective May 20, 2016. A new Chief Accounting Officer was appointed effective March 8, 2017.

Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported these matters to the SEC.  As a result, the SEC and the United States Attorney’s Office for the Southern District of New York are conducting investigations of certain aspects of the Company’s financial reporting and accounting for prior periods and the Company is cooperating fully.

On December 13, 2017, the United States District Court for the Southern District of New York granted final approval of the settlement of the previously disclosed putative securities class action complaint filed in March 2016 by the Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefit Funds related to the review conducted by the Audit Committee of the Company. Pursuant to the approved settlement, without any admission of liability, the Company will pay $28 million to settle the claims. This amount is within the coverage amount of the Company’s applicable insurance policies. The settlement provides for the release of, among others, the Company, its subsidiaries, and their respective current and former officers, directors and employees from the claims that were or could have been asserted in the class action litigation. Certain institutional investors elected to opt out of the settlement and will not be bound by the release or receive any settlement proceeds. The Company expects that the resolution of any future related claims asserted by such opt-outs will also be within the coverage amount of the Company’s applicable insurance policies.

Based on current information, the Company accrued $28.0 million as of December 31, 2017 with respect to the settlement agreement. This amount is included in Accounts payable, accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets. Because the settlement amount is within the coverage amount of the Company’s applicable insurance policies, the Company accrued a receivable of $28.0 million as of December 31, 2017. This amount is included in Accounts receivable, net in the Company’s Consolidated Balance Sheets.
















Leasing commitments
The Company periodically enters into ground leases for neighborhood and community shopping centers that it operates and enters into office leases for administrative space. During the years ended December 31, 2017, 2016 and 2015, the Company recognized rent expense associated with these leases of $7.5 million, $8.3 million and $9.4 million, respectively. Minimum annual rental commitments associated with these leases during the next five years and thereafter are as follows:
Year ending December 31,  
2018 $7,092
2019 7,010
2020 7,027
2021 7,231
2022 7,215
Thereafter 71,860
Total minimum annual rental commitments $107,435


Insurance captiveCaptive
The Company has a wholly ownedwholly-owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance programs for the properties in the Company’s Portfolio. The Company formed Incap as part of its overall risk management program and to stabilize insurance costs, manage exposureexposures, and recoup expenses through the functionsfunction of the captive program. The Company hasIncap is capitalized Incap in accordance with the applicable regulatory requirements. Incap established annual premiums based on projections derived from the past loss experience of the Company’s properties. 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, 20172023 and 20162022 is summarized as follows (in thousands):follows:
Year End December 31,
20232022
Balance at the beginning of the year$10,689 $10,095 
Incurred related to: 
Current year3,320 3,002 
Prior years(457)(86)
Total incurred2,863 2,916 
Paid related to:
Current year(771)(98)
Prior years(2,923)(2,224)
Total paid(3,694)(2,322)
Balance at the end of the year$9,858 $10,689 
   Year End December 31,
   2017 2016
      
Balance at the beginning of the year $15,045
 $14,393
      
Incurred related to:    
 Current year 4,205
 4,625
 Prior years (3,157) (828)
Total incurred 1,048
 3,797
    
  
Paid related to:    
 Current year (299) (171)
 Prior years (2,499) (2,974)
Total paid (2,798) (3,145)
      
Balance at the end of the year $13,295
 $15,045


Environmental mattersMatters
Under various federal, state, and local laws, ordinances, and regulations, the Company may be considered an owner or operator of real property or may have arrangedbecome liable for the disposalcosts of removal or treatmentremediation of certain hazardous or toxic substances. As a result,substances released on or in the Company’s properties or disposed of by the Company may be liable foror its tenants, as well as certain other potential costs including removal, remediation, governmentthat could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property.property). The Company maintains a reserve for currently known environmental matters and does not believe that any resulting liability from such mattersthey will have a material impact on the Company’s financial condition, operating results, of operations,or cash flows, or financial position.flows. During the years ended December 31, 2023, 2022, and 2021, the Company did not incur any material governmental fines resulting from environmental matters.



15.











F-38

16. Income Taxes
The Parent Company has elected to qualify as a REIT in accordance with the Code. To qualify as a REIT, the Parent Company must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and

excluding net capital gains, to its stockholders. It is management’s intention to adhere to 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 on our taxable income 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 (including any applicable alternative minimum tax for tax years beginning after December 31, 2017) and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, the 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. In addition, taxable income from non-REIT activities managed through a TRS are subject to U.S. federal, state and local income taxes.

The Company incurred income and non-incomeother taxes of $2.4$2.6 million, $3.3$2.7 million, and $4.1$0.8 million for the years ended December 31, 2017, 20162023, 2022, and 2015. In addition, during the year ended December 31, 2015, the Company recognized $4.7 million of income related to net adjustments to pre-IPO tax reserves and receivables.2021. 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.


16.17. Related-Party Transactions
In the ordinary course of conducting its business, the Company enters into agreements with its affiliates in relation to the leasing and management of its and/or its related parties’ real estate assets.

Pursuant to the employment agreement dated April 12, 2016 between the Company and James M. Taylor, the Company’s chief executive officer, the Company was contingently obligated to purchase Mr. Taylor’s former residence for an amount equal to the appraised value of the residence as of a date within 120 days of the execution of the employment agreement.  Based upon the contingency being triggered in May 2017, the Company purchased the residence on July 5, 2017 for the appraised value of $4.4 million. The Company intends to sell the residence. Based on an August 2017 appraisal, the value of the residence was $3.9 million.

As of December 31, 20172023 and 2016,2022, there were no material receivables from or payables to related parties. During the years ended December 31, 2023, 2022, and 2021, the Company did not engage in any material related-party transactions.


17.18. Retirement Plan
The Company has a Retirement and 401(k) Savings Plan (the “Savings Plan”"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, 2017, 20162023, 2022, and 2015,2021, the Company’s expense for the Savings Plan was approximately $1.2$2.0 million, $1.2$1.8 million, and $1.2$1.6 million, respectively. These amounts are included in General and administrative inon the Company’s Consolidated Statements of Operations.



18.
19. Supplemental Financial Information (unaudited)
The following table summarizes selected QuarterlyNo retrospective adjustments were made to the Company’s Consolidated Financial Data for the Company on a historical basisStatements for the years ended December 31, 20172023, 2022, and 2016 and has been derived from the accompanying consolidated financial statements (in thousands except per share and per unit data):2021.

Brixmor Property Group Inc.
 First Quarter Second Quarter Third Quarter Fourth Quarter
Year Ended December 31, 2017       
Total revenues$325,806
 $322,818
 $314,496
 $320,060
        
Net income attributable to common stockholders$71,579
 $75,399
 $83,380
 $69,896
        
Net income attributable to common stockholders per share:       
     Basic(1)
$0.23
 $0.25
 $0.27
 $0.23
     Diluted(1)
$0.23
 $0.25
 $0.27
 $0.23
        
Year Ended December 31, 2016       
Total revenues$323,104
 $310,057
 $318,577
 $324,034
        
Net income attributable to common stockholders$60,477
 $64,456
 $57,492
 $93,053
        
Net income attributable to common stockholders per share:       
     Basic(1)
$0.20
 $0.21
 $0.19
 $0.31
     Diluted(1)
$0.20
 $0.21
 $0.19
 $0.31
(1)
The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted earnings per share for the years ended December 31, 2017 and 2016 due to rounding.

Brixmor Operating Partnership LP
 First Quarter Second Quarter Third Quarter Fourth Quarter
Year Ended December 31, 2017       
Total revenues$325,806
 $322,818
 $314,496
 $320,060
        
Net income attributable to partnership common units$71,655
 $75,438
 $83,380
 $69,896
        
Net income attributable to common unitholders per unit:       
     Basic(1)
$0.23
 $0.25
 $0.27
 $0.23
     Diluted(1)
$0.23
 $0.25
 $0.27
 $0.23
        
Year Ended December 31, 2016       
Total revenues$323,104
 $310,057
 $318,577
 $324,034
        
Net income attributable to partnership common units$61,549
 $65,470
 $57,805
 $93,318
        
Net income attributable to common unitholders per unit:       
     Basic(1)
$0.20
 $0.21
 $0.19
 $0.31
     Diluted(1)
$0.20
 $0.21
 $0.19
 $0.31
(1)
The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted earnings per share for the years ended December 31, 2017 and 2016 due to rounding.
    
19.20. Subsequent Events
In preparing the Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 20172023 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from December 31, 20172023 through the date the financial statements were issued.issued other than the following:




•On January 12, 2024, the Operating Partnership issued $400.0 million aggregate principal amount of 5.500% Senior Notes due 2034 (the "2034 Notes") at 99.816% of par, the Operating Partnership intends to use the net proceeds for general corporate purposes, including the repayment of indebtedness. The 2034 Notes bear interest at a rate of 5.500% per annum, payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2024. The 2034 Notes will mature on February 15, 2034.
F-39

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
(in thousands)


None.
F-40
    Additions Deductions  
 Balance at Beginning of Period Charged / (Credited) to
Bad Debt Expense		 Accounts Receivable
Written Off		 Balance at
End of
Period
        
Allowance for doubtful accounts:       
     
  
Year ended December 31, 2017$16,756
 $5,323
 $(4,874) $17,205
Year ended December 31, 2016$16,587
 $9,182
 $(9,013) $16,756
Year ended December 31, 2015$14,070
 $9,540
 $(7,023) $16,587




BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION
(in thousands)
Costs Capitalized Subsequent to Acquisition(3)
Gross Amount at Which Carried
Initial Cost to Company(2)
at the Close of the Period
Description(1)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
SpringdaleMobile, AL$7,460 $39,380 $25,724 $7,460 $65,104 $72,564 $(22,996)2004Jun-11
Northmall CentreTucson, AZ3,140 18,882 (2,783)2,202 17,037 19,239 (7,578)1996Jun-11
Bakersfield PlazaBakersfield, CA4,000 25,537 15,156 4,502 40,191 44,693 (18,328)1970Jun-11
Brea GatewayBrea, CA23,716 68,925 1,897 23,716 70,822 94,538 (6,720)1994Jan-22
Carmen PlazaCamarillo, CA5,410 19,784 2,401 5,410 22,185 27,595 (7,640)2000Jun-11
Plaza Rio VistaCathedral, CA2,465 12,687 1,040 2,465 13,727 16,192 (4,917)2005Oct-13
Cudahy PlazaCudahy, CA4,490 13,474 22,109 4,778 35,295 40,073 (10,266)2021Jun-11
The Davis Collection (6)Davis, CA4,270 18,372 4,541 4,270 22,913 27,183 (5,520)2024Jun-11
Felicita PlazaEscondido, CA4,280 12,464 1,533 4,280 13,997 18,277 (6,371)2001Jun-11
Felicita Town CenterEscondido, CA11,231 31,381 1,303 11,231 32,684 43,915 (9,205)1987Dec-16
Arbor - Broadway FaireFresno, CA5,940 34,123 (7,078)4,340 28,645 32,985 (11,923)1995Jun-11
Lompoc CenterLompoc, CA4,670 16,321 6,993 4,670 23,314 27,984 (7,542)1960Jun-11
Briggsmore PlazaModesto, CA2,140 12,257 577 1,819 13,155 14,974 (5,386)1998Jun-11
Montebello PlazaMontebello, CA13,360 33,743 8,228 13,360 41,971 55,331 (18,650)1974Jun-11
California Oaks CenterMurrieta, CA5,180 15,441 5,357 5,180 20,798 25,978 (7,969)1990Jun-11
Pacoima CenterPacoima, CA7,050 15,955 1,472 7,050 17,427 24,477 (10,505)1995Jun-11
Metro 580Pleasanton, CA10,500 19,409 1,580 10,500 20,989 31,489 (10,464)1996Jun-11
Rose PavilionPleasanton, CA19,618 63,140 14,717 19,618 77,857 97,475 (27,469)2019Jun-11
Puente Hills Town Center (6)Rowland Heights, CA15,670 39,997 6,891 15,670 46,888 62,558 (16,510)2024Jun-11
Ocean View PlazaSan Clemente, CA15,750 30,757 2,954 15,750 33,711 49,461 (12,372)1990Jun-11
Plaza By The SeaSan Clemente, CA9,607 5,461 5,889 9,607 11,350 20,957 (1,875)1976Dec-17
Village at Mira MesaSan Diego, CA14,870 75,271 37,419 14,870 112,690 127,560 (37,112)2023Jun-11
San Dimas PlazaSan Dimas, CA15,101 22,299 4,094 15,101 26,393 41,494 (9,862)1986Jun-11
Bristol PlazaSanta Ana, CA9,110 21,367 4,833 9,722 25,588 35,310 (8,749)2003Jun-11
Gateway PlazaSanta Fe Springs, CA9,980 31,263 2,111 9,980 33,374 43,354 (16,829)2002Jun-11
Santa Paula CenterSanta Paula, CA3,520 18,079 1,242 3,520 19,321 22,841 (9,075)1995Jun-11
Vail Ranch Center (6)Temecula, CA3,750 22,933 10,552 3,750 33,485 37,235 (10,535)2024Jun-11
Country Hills Shopping CenterTorrance, CA3,630 8,716 100 3,589 8,857 12,446 (3,426)1977Jun-11
Upland Town SquareUpland, CA9,051 23,171 1,345 9,051 24,516 33,567 (6,851)1994Nov-17
Gateway Plaza - VallejoVallejo, CA12,947 77,377 28,226 12,947 105,603 118,550 (36,760)2023Jun-11
Arvada PlazaArvada, CO1,160 7,378 608 1,160 7,986 9,146 (4,933)1994Jun-11
Arapahoe CrossingsAurora, CO13,676 56,971 13,968 13,676 70,939 84,615 (24,913)1996Jul-13
Aurora PlazaAurora, CO5,824 9,309 10,815 5,824 20,124 25,948 (7,141)1996Jun-11
Villa MonacoDenver, CO3,090 7,551 4,076 3,090 11,627 14,717 (4,626)1978Jun-11
Centennial Shopping CenterEnglewood, CO6,755 11,721 2,355 6,755 14,076 20,831 (2,741)2013Apr-19
Superior MarketplaceSuperior, CO7,090 37,670 5,054 6,924 42,890 49,814 (17,233)1997Jun-11
Westminster City Center (6)Westminster, CO6,040 45,099 18,486 6,040 63,585 69,625 (21,923)2024Jun-11
The Shoppes at Fox RunGlastonbury, CT3,550 23,162 5,130 3,600 28,242 31,842 (12,201)1974Jun-11
Parkway PlazaHamden, CT4,100 7,844 84 4,100 7,928 12,028 (3,290)2006Jun-11
The Manchester CollectionManchester, CT8,200 51,455 (12,464)7,627 39,564 47,191 (15,513)2001Jun-11
Turnpike PlazaNewington, CT3,920 23,880 (2,537)3,920 21,343 25,263 (9,150)2004Jun-11
North Haven CrossingNorth Haven, CT5,430 16,371 3,022 5,430 19,393 24,823 (7,109)1993Jun-11
Colonial Commons - OrangeOrange, CT4,870 15,160 (561)4,870 14,599 19,469 (4,578)1996Jun-11
Stratford SquareStratford, CT5,970 12,433 7,633 5,860 20,176 26,036 (8,100)1984Jun-11
Waterbury PlazaWaterbury, CT5,420 18,062 1,749 4,793 20,438 25,231 (8,504)2000Jun-11
Waterford CommonsWaterford, CT5,437 46,769 5,216 5,437 51,985 57,422 (21,319)2004Jun-11
Center of Bonita SpringsBonita Springs, FL10,946 38,467 3,655 10,946 42,122 53,068 (5,310)2014Apr-21
Coastal Way - Coastal LandingBrooksville, FL8,840 34,027 6,572 8,840 40,599 49,439 (15,551)2008Jun-11
Clearwater MallClearwater, FL15,300 55,060 7,434 15,300 62,494 77,794 (22,082)1973Jun-11
Coconut Creek PlazaCoconut Creek, FL7,400 25,600 6,657 7,400 32,257 39,657 (13,398)2005Jun-11
Century Plaza Shopping CenterDeerfield Beach, FL3,050 8,688 4,389 3,050 13,077 16,127 (4,763)2006Jun-11
Northgate Shopping CenterDeLand, FL3,500 11,008 3,701 3,500 14,709 18,209 (4,781)1993Jun-11
Sun PlazaFort Walton Beach, FL4,480 12,658 2,126 4,480 14,784 19,264 (7,532)2004Jun-11
Normandy SquareJacksonville, FL1,936 5,567 1,849 1,936 7,416 9,352 (3,627)1996Jun-11
Regency Park Shopping CenterJacksonville, FL6,240 15,561 8,294 6,240 23,855 30,095 (8,807)1985Jun-11
Ventura DownsKissimmee, FL3,580 8,237 5,254 3,580 13,491 17,071 (4,555)2018Jun-11
Marketplace at WycliffeLake Worth, FL7,930 16,228 396 7,930 16,624 24,554 (5,466)2002Jun-11
Venetian Isle Shopping CtrLighthouse Point, FL8,270 15,030 1,372 8,270 16,402 24,672 (6,567)1992Jun-11
Marco Town CenterMarco Island, FL7,235 27,490 12,318 7,235 39,808 47,043 (9,526)2023Oct-13
Mall at 163rd StreetMiami, FL9,450 36,810 3,010 9,450 39,820 49,270 (13,561)2007Jun-11
Shops at Palm LakesMiami, FL10,896 17,596 24,497 10,896 42,093 52,989 (7,181)2023Jun-11
Freedom SquareNaples, FL4,760 15,328 11,073 4,735 26,426 31,161 (6,794)2021Jun-11
F-41

         Subsequent to Acquisition Gross Amount at Which Carried       Life on Which Depreciated - Latest Income Statement
     Initial Cost to Company  at the Close of the Period       
Description Encumbrances Land Building & Improvements  Land Building & Improvements Total Accumulated Depreciation 
Year Constructed(1)
 Date Acquired 
Winchester PlazaHuntsville, AL $—
 $2,634
 $12,105
 $434
 $2,634
 $12,539
 $15,173
 $(2,105) 2006 Oct-13 40 years
SpringdaleMobile, AL —
 7,460
 33,085
 4,452
 7,460
 37,537
 44,997
 (12,155) 2004 Jun-11 40 years
Payton ParkSylacauga, AL (9,372) 1,830
 14,335
 435
 1,830
 14,770
 16,600
 (5,222) 1995 Jun-11 40 years
Glendale GalleriaGlendale, AZ —
 4,070
 6,894
 9,127
 4,070
 16,021
 20,091
 (2,608) 1991 Jun-11 40 years
Northmall CentreTucson, AZ —
 3,140
 17,966
 1,816
 3,140
 19,782
 22,922
 (5,173) 1996 Jun-11 40 years
Applegate Ranch Shopping CenterAtwater, CA —
 4,033
 25,510
 1,519
 4,033
 27,029
 31,062
 (5,790) 2006 Oct-13 40 years
Bakersfield PlazaBakersfield, CA —
 4,000
 24,929
 10,482
 4,502
 34,909
 39,411
 (9,950) 1970 Jun-11 40 years
Carmen PlazaCamarillo, CA —
 5,410
 19,522
 952
 5,410
 20,474
 25,884
 (5,900) 2000 Jun-11 40 years
Plaza Rio VistaCathedral, CA —
 2,465
 12,575
 100
 2,465
 12,675
 15,140
 (2,218) 2005 Oct-13 40 years
Clovis CommonsClovis, CA —
 12,943
 38,688
 1,120
 12,943
 39,808
 52,751
 (8,961) 2004 Oct-13 40 years
Cudahy PlazaCudahy, CA —
 4,490
 13,111
 1,384
 4,778
 14,207
 18,985
 (3,597) 1994 Jun-11 40 years
University MallDavis, CA —
 4,270
 18,056
 1,502
 4,270
 19,558
 23,828
 (5,238) 1964 Jun-11 40 years
Felicita PlazaEscondido, CA —
 4,280
 12,434
 947
 4,280
 13,381
 17,661
 (3,690) 2001 Jun-11 40 years
Felicita Town CenterEscondido, CA —
 11,231
 31,381
 214
 11,231
 31,595
 42,826
 (1,888) 1987 Dec-16 40 years
Arbor - Broadway FaireFresno, CA (9,540) 5,940
 33,885
 2,295
 5,940
 36,180
 42,120
 (10,208) 1995 Jun-11 40 years
Lompoc CenterLompoc, CA —
 4,670
 15,965
 1,975
 4,670
 17,940
 22,610
 (6,893) 1960 Jun-11 40 years
Briggsmore PlazaModesto, CA —
 2,140
 11,224
 2,787
 2,140
 14,011
 16,151
 (3,628) 1998 Jun-11 40 years
Montebello PlazaMontebello, CA —
 13,360
 32,554
 6,943
 13,360
 39,497
 52,857
 (11,197) 1974 Jun-11 40 years
California Oaks CenterMurrieta, CA —
 5,180
 13,666
 5,605
 5,180
 19,271
 24,451
 (3,399) 1990 Jun-11 40 years
Esplanade Shopping CenterOxnard, CA —
 6,630
 60,377
 15,922
 16,229
 66,700
 82,929
 (15,495) 2002 Jun-11 40 years
Pacoima CenterPacoima, CA —
 7,050
 15,932
 672
 7,050
 16,604
 23,654
 (6,530) 1995 Jun-11 40 years
Paradise PlazaParadise, CA —
 1,820
 8,711
 933
 1,820
 9,644
 11,464
 (3,670) 1997 Jun-11 40 years
Metro 580Pleasanton, CA —
 10,500
 19,243
 1,661
 10,500
 20,904
 31,404
 (5,815) 1996 Jun-11 40 years
Rose PavilionPleasanton, CA —
 19,619
 60,325
 8,494
 19,619
 68,819
 88,438
 (13,159) 2018 Jun-11 40 years
Puente Hills Town CenterRowland Heights, CA —
 15,670
 39,159
 3,930
 15,670
 43,089
 58,759
 (10,039) 1984 Jun-11 40 years
San Bernardino CenterSan Bernardino, CA —
 2,510
 9,537
 191
 2,510
 9,728
 12,238
 (4,979) 2003 Jun-11 40 years
Ocean View PlazaSan Clemente, CA —
 15,750
 29,826
 1,527
 15,750
 31,353
 47,103
 (7,773) 1990 Jun-11 40 years
Plaza By The SeaSan Clemente, CA —
 9,607
 5,461
 44
 9,607
 5,505
 15,112
 (32) 1976 Dec-17 40 years
Village at Mira MesaSan Diego, CA —
 14,870
 70,974
 5,480
 14,870
 76,454
 91,324
 (16,213) 2018 Jun-11 40 years
San Dimas PlazaSan Dimas, CA —
 11,490
 20,570
 7,505
 15,100
 24,465
 39,565
 (5,477) 1986 Jun-11 40 years
Bristol PlazaSanta Ana, CA —
 9,110
 21,169
 2,975
 9,722
 23,532
 33,254
 (5,664) 2003 Jun-11 40 years
Gateway PlazaSanta Fe Springs, CA —
 9,980
 30,135
 1,185
 9,980
 31,320
 41,300
 (8,612) 2002 Jun-11 40 years
Santa Paula CenterSanta Paula, CA —
 3,520
 17,896
 1,071
 3,520
 18,967
 22,487
 (6,229) 1995 Jun-11 40 years
Vail Ranch CenterTemecula, CA —
 3,750
 22,137
 1,553
 3,750
 23,690
 27,440
 (6,883) 2003 Jun-11 40 years
Country Hills Shopping CenterTorrance, CA —
 3,630
 8,683
 (217) 3,630
 8,466
 12,096
 (2,031) 1977 Jun-11 40 years
Upland Town SquareUpland, CA —
 9,051
 23,171
 33
 9,051
 23,204
 32,255
 (230) 1994 Nov-17 40 years
Gateway Plaza - VallejoVallejo, CA —
 11,880
 72,127
 17,706
 12,946
 88,767
 101,713
 (21,694) 2018 Jun-11 40 years
Arvada PlazaArvada, CO —
 1,160
 7,378
 430
 1,160
 7,808
 8,968
 (3,360) 1994 Jun-11 40 years
Arapahoe CrossingsAurora, CO —
 13,676
 54,851
 8,687
 13,676
 63,538
 77,214
 (11,776) 1996 Jul-13 40 years
Aurora PlazaAurora, CO —
 3,910
 9,146
 1,735
 3,910
 10,881
 14,791
 (5,235) 1996 Jun-11 40 years
Villa MonacoDenver, CO —
 3,090
 6,282
 3,357
 3,090
 9,639
 12,729
 (2,258) 1978 Jun-11 40 years
Superior MarketplaceSuperior, CO (16,387) 7,090
 35,654
 3,838
 7,090
 39,492
 46,582
 (9,773) 1997 Jun-11 40 years
Westminster City CenterWestminster, CO —
 6,040
 42,944
 9,468
 6,040
 52,412
 58,452
 (12,215) 1996 Jun-11 40 years
Freshwater - Stateline PlazaEnfield, CT —
 3,350
 30,149
 1,662
 3,350
 31,811
 35,161
 (9,455) 2004 Jun-11 40 years
The Shoppes at Fox RunGlastonbury, CT —
 3,550
 22,693
 2,986
 3,600
 25,629
 29,229
 (6,488) 1974 Jun-11 40 years
Groton SquareGroton, CT —
 2,730
 28,034
 1,552
 2,730
 29,586
 32,316
 (8,342) 1987 Jun-11 40 years
Parkway PlazaHamden, CT —
 4,100
 7,709
 137
 4,100
 7,846
 11,946
 (2,555) 2006 Jun-11 40 years
The Manchester CollectionManchester, CT —
 9,180
 51,850
 (3,900) 9,180
 47,950
 57,130
 (12,283) 2001 Jun-11 40 years
Chamberlain PlazaMeriden, CT (2,981) 1,260
 4,480
 774
 1,260
 5,254
 6,514
 (1,919) 2004 Jun-11 40 years
Turnpike PlazaNewington, CT —
 3,920
 23,847
 20
 3,920
 23,867
 27,787
 (6,849) 2004 Jun-11 40 years
North Haven CrossingNorth Haven, CT (9,948) 5,430
 15,959
 1,459
 5,430
 17,418
 22,848
 (4,461) 1993 Jun-11 40 years
Christmas Tree PlazaOrange, CT (569) 4,870
 14,844
 925
 4,870
 15,769
 20,639
 (4,836) 1996 Jun-11 40 years


Costs Capitalized Subsequent to Acquisition(3)
Gross Amount at Which Carried
Initial Cost to Company(2)
at the Close of the Period
Description(1)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
Granada ShoppesNaples, FL34,061 69,551 3,814 34,061 73,365 107,426 (7,409)2011Dec-21
Naples PlazaNaples, FL9,200 20,738 10,340 9,200 31,078 40,278 (12,919)2013Jun-11
Park Shore PlazaNaples, FL7,245 16,555 21,477 7,245 38,032 45,277 (16,091)2017Jun-11
Chelsea PlaceNew Port Richey, FL3,303 9,879 286 3,303 10,165 13,468 (3,883)1992Oct-13
Presidential Plaza WestNorth Lauderdale, FL2,070 5,634 2,219 2,070 7,853 9,923 (2,736)2006Jun-11
Colonial MarketplaceOrlando, FL4,230 20,242 3,612 4,230 23,854 28,084 (10,815)1986Jun-11
Conway CrossingOrlando, FL3,208 12,496 558 3,163 13,099 16,262 (5,317)2002Oct-13
Hunter's Creek PlazaOrlando, FL3,589 6,907 2,676 3,589 9,583 13,172 (3,622)1998Oct-13
Pointe Orlando (6)Orlando, FL6,120 56,697 57,389 6,120 114,086 120,206 (32,538)2024Jun-11
Martin Downs Town CenterPalm City, FL1,660 9,945 225 1,660 10,170 11,830 (3,366)1996Oct-13
Martin Downs Village CenterPalm City, FL5,319 28,998 1,696 5,319 30,694 36,013 (10,690)1987Jun-11
23rd Street StationPanama City, FL3,120 9,115 1,833 3,120 10,948 14,068 (3,388)1995Jun-11
Panama City SquarePanama City, FL5,690 15,789 6,687 5,690 22,476 28,166 (7,060)1989Jun-11
East Port Plaza (6)Port St. Lucie, FL4,099 22,498 5,294 4,099 27,792 31,891 (7,607)2024Oct-13
Shoppes of Victoria SquarePort St. Lucie, FL3,450 6,789 1,052 3,450 7,841 11,291 (3,532)1990Jun-11
Lake St. CharlesRiverview, FL2,801 6,966 428 2,801 7,394 10,195 (2,529)1999Oct-13
Cobblestone VillageRoyal Palm Beach, FL2,700 5,473 718 2,700 6,191 8,891 (2,231)2005Jun-11
Beneva Village ShoppesSarasota, FL4,013 19,403 11,295 4,013 30,698 34,711 (9,986)2020Oct-13
Sarasota VillageSarasota, FL5,190 12,728 4,204 5,190 16,932 22,122 (6,875)1972Jun-11
Atlantic PlazaSatellite Beach, FL2,630 11,609 4,753 2,630 16,362 18,992 (5,815)2008Jun-11
Seminole PlazaSeminole, FL3,870 8,410 12,817 3,870 21,227 25,097 (6,487)2020Jun-11
Cobblestone VillageSt. Augustine, FL9,850 34,113 5,833 9,850 39,946 49,796 (16,823)2003Jun-11
Dolphin VillageSt. Pete Beach, FL9,882 16,220 3,737 9,882 19,957 29,839 (6,233)1990Oct-13
Rutland PlazaSt. Petersburg, FL3,880 8,513 1,636 3,880 10,149 14,029 (4,553)2002Jun-11
Tyrone GardensSt. Petersburg, FL5,690 10,456 9,090 5,690 19,546 25,236 (6,014)2023Jun-11
Downtown PublixStuart, FL1,770 12,909 5,607 1,770 18,516 20,286 (6,383)2000Jun-11
Sunrise Town CenterSunrise, FL9,166 10,338 (2,158)7,856 9,490 17,346 (3,842)1989Oct-13
Carrollwood CenterTampa, FL3,749 15,194 1,192 3,749 16,386 20,135 (6,815)2002Oct-13
Ross PlazaTampa, FL2,808 12,205 (192)2,640 12,181 14,821 (4,521)1996Oct-13
Tarpon MallTarpon Springs, FL7,800 14,221 4,686 7,800 18,907 26,707 (9,863)2003Jun-11
Venice PlazaVenice, FL3,245 14,650 2,376 3,245 17,026 20,271 (4,876)1999Oct-13
Venice Shopping CenterVenice, FL2,555 6,847 2,927 2,555 9,774 12,329 (2,926)2000Oct-13
Venice VillageVenice, FL7,157 26,773 10,733 7,157 37,506 44,663 (7,330)2022Nov-17
Mansell CrossingAlpharetta, GA19,840 34,689 (5,953)15,461 33,115 48,576 (13,720)1993Jun-11
Northeast PlazaAtlanta, GA6,907 38,776 4,147 6,907 42,923 49,830 (16,015)1952Jun-11
Sweetwater VillageAustell, GA1,080 3,119 989 1,080 4,108 5,188 (2,220)1985Jun-11
Vineyards at Chateau ElanBraselton, GA2,202 14,690 743 2,202 15,433 17,635 (5,618)2002Oct-13
Salem Road StationCovington, GA670 11,517 1,084 670 12,601 13,271 (4,464)2000Oct-13
Keith Bridge CommonsCumming, GA1,601 15,162 1,022 1,601 16,184 17,785 (5,749)2002Oct-13
NorthsideDalton, GA1,320 4,220 1,202 1,320 5,422 6,742 (1,729)2001Jun-11
Cosby StationDouglasville, GA2,650 6,660 846 2,650 7,506 10,156 (3,143)1994Jun-11
Park PlazaDouglasville, GA1,470 2,870 1,313 1,470 4,183 5,653 (1,736)1986Jun-11
Venture PointeDuluth, GA2,460 7,995 5,797 2,460 13,792 16,252 (8,043)1995Jun-11
Banks StationFayetteville, GA3,490 13,060 1,408 3,517 14,441 17,958 (6,705)2006Jun-11
Barrett PlaceKennesaw, GA6,990 14,370 2,083 6,990 16,453 23,443 (6,172)1992Jun-11
Shops of HuntcrestLawrenceville, GA2,093 18,230 699 2,093 18,929 21,022 (6,259)2003Oct-13
Mableton WalkMableton, GA1,660 9,467 2,422 1,645 11,904 13,549 (4,387)1994Jun-11
The Village at MabletonMableton, GA2,040 6,647 19,658 2,040 26,305 28,345 (4,685)2023Jun-11
Eastlake PlazaMarietta, GA2,650 2,774 2,598 2,650 5,372 8,022 (1,352)1982Jun-11
New Chastain CornersMarietta, GA3,090 8,243 3,517 3,090 11,760 14,850 (4,670)2004Jun-11
Pavilions at EastlakeMarietta, GA4,770 12,874 3,623 4,770 16,497 21,267 (7,097)1996Jun-11
Creekwood VillageRex, GA1,400 4,893 585 1,400 5,478 6,878 (2,627)1990Jun-11
ConnexionRoswell, GA2,627 28,074 885 2,627 28,959 31,586 (2,749)2016Dec-21
Holcomb Bridge CrossingRoswell, GA1,170 5,633 5,154 1,170 10,787 11,957 (5,263)1988Jun-11
Kings MarketRoswell, GA6,758 33,899 4,053 6,758 37,952 44,710 (4,100)2005Dec-21
Victory SquareSavannah, GA6,230 15,043 1,923 6,080 17,116 23,196 (6,208)2007Jun-11
Stockbridge VillageStockbridge, GA6,210 17,734 3,361 5,872 21,433 27,305 (9,662)2008Jun-11
Stone Mountain FestivalStone Mountain, GA5,740 17,078 (6,794)3,328 12,696 16,024 (3,962)2006Jun-11
Wilmington IslandWilmington Island, GA2,630 8,108 1,215 2,630 9,323 11,953 (3,490)1985Oct-13
Annex of ArlingtonArlington Heights, IL4,373 19,431 10,655 4,373 30,086 34,459 (12,292)1999Jun-11
Ridge PlazaArlington Heights, IL3,720 11,128 3,945 3,720 15,073 18,793 (7,996)2000Jun-11
Southfield PlazaBridgeview, IL5,880 18,756 5,386 5,880 24,142 30,022 (10,813)2006Jun-11
Commons of Chicago RidgeChicago Ridge, IL4,310 39,714 7,792 4,310 47,506 51,816 (21,836)1998Jun-11
Rivercrest Shopping CenterCrestwood, IL11,010 41,063 12,235 11,010 53,298 64,308 (21,594)1992Jun-11
The Commons of Crystal LakeCrystal Lake, IL3,660 32,993 5,833 3,660 38,826 42,486 (14,836)1987Jun-11
Elmhurst CrossingElmhurst, IL5,816 81,784 1,446 5,816 83,230 89,046 (5,917)2005Apr-22
F-42

         Subsequent to Acquisition Gross Amount at Which Carried       Life on Which Depreciated - Latest Income Statement
     Initial Cost to Company  at the Close of the Period       
Description Encumbrances Land Building & Improvements  Land Building & Improvements Total Accumulated Depreciation 
Year Constructed(1)
 Date Acquired 
Stratford SquareStratford, CT —
 5,970
 11,758
 6,865
 5,970
 18,623
 24,593
 (3,948) 1984 Jun-11 40 years
Torrington PlazaTorrington, CT —
 2,180
 12,967
 3,284
 2,180
 16,251
 18,431
 (4,184) 1994 Jun-11 40 years
Waterbury PlazaWaterbury, CT (15,554) 5,030
 17,366
 1,650
 5,030
 19,016
 24,046
 (6,074) 2000 Jun-11 40 years
Waterford CommonsWaterford, CT (23,979) 4,990
 45,070
 4,089
 4,990
 49,159
 54,149
 (12,947) 2004 Jun-11 40 years
North Dover CenterDover, DE —
 3,100
 19,938
 2,062
 3,100
 22,000
 25,100
 (6,571) 1989 Jun-11 40 years
Brooksville SquareBrooksville, FL —
 4,140
 12,095
 2,119
 4,140
 14,214
 18,354
 (4,558) 1987 Jun-11 40 years
Coastal Way - Coastal LandingBrooksville, FL (26,831) 8,840
 33,020
 4,181
 8,840
 37,201
 46,041
 (11,148) 2008 Jun-11 40 years
Midpoint CenterCape Coral, FL —
 4,251
 13,184
 131
 4,251
 13,315
 17,566
 (2,611) 2002 Oct-13 40 years
Clearwater MallClearwater, FL (46,906) 15,300
 53,002
 2,528
 15,300
 55,530
 70,830
 (12,494) 1973 Jun-11 40 years
Coconut Creek PlazaCoconut Creek, FL (10,190) 7,400
 24,799
 3,858
 7,400
 28,657
 36,057
 (6,522) 2005 Jun-11 40 years
Century Plaza Shopping CenterDeerfield Beach, FL —
 3,050
 8,043
 1,420
 3,050
 9,463
 12,513
 (2,647) 2006 Jun-11 40 years
Northgate Shopping CenterDeLand, FL —
 3,500
 10,902
 1,128
 3,500
 12,030
 15,530
 (4,047) 1993 Jun-11 40 years
Sun PlazaFt. Walton Beach, FL —
 4,480
 12,629
 517
 4,480
 13,146
 17,626
 (4,681) 2004 Jun-11 40 years
Normandy SquareJacksonville, FL —
 1,930
 5,384
 698
 1,930
 6,082
 8,012
 (2,458) 1996 Jun-11 40 years
Regency Park Shopping CenterJacksonville, FL (11,646) 6,240
 14,222
 1,116
 6,240
 15,338
 21,578
 (4,614) 1985 Jun-11 40 years
The Shoppes at SouthsideJacksonville, FL —
 6,720
 18,597
 125
 6,720
 18,722
 25,442
 (5,017) 2004 Jun-11 40 years
Ventura DownsKissimmee, FL (3,967) 3,580
 8,130
 296
 3,580
 8,426
 12,006
 (2,660) 2018 Jun-11 40 years
Marketplace at WycliffeLake Worth, FL —
 7,930
 13,500
 1,612
 7,930
 15,112
 23,042
 (2,925) 2002 Jun-11 40 years
Venetian Isle Shopping CtrLighthouse Point, FL —
 8,270
 14,805
 1,553
 8,270
 16,358
 24,628
 (4,548) 1992 Jun-11 40 years
Marco Town CenterMarco Island, FL —
 7,235
 26,539
 604
 7,235
 27,143
 34,378
 (4,533) 1998 Oct-13 40 years
Mall at 163rd StreetMiami, FL —
 9,450
 34,892
 2,955
 9,450
 37,847
 47,297
 (9,094) 2007 Jun-11 40 years
Miami GardensMiami, FL —
 8,876
 17,567
 608
 8,876
 18,175
 27,051
 (6,717) 1996 Jun-11 40 years
Freedom SquareNaples, FL —
 4,735
 15,116
 1,004
 4,735
 16,120
 20,855
 (5,191) 1995 Jun-11 40 years
Naples PlazaNaples, FL —
 9,200
 20,513
 10,038
 9,200
 30,551
 39,751
 (7,641) 2013 Jun-11 40 years
Park Shore PlazaNaples, FL —
 4,750
 13,821
 18,782
 7,245
 30,108
 37,353
 (4,956) 2018 Jun-11 40 years
Chelsea PlaceNew Port Richey, FL —
 3,303
 9,821
 419
 3,303
 10,240
 13,543
 (2,456) 1992 Oct-13 40 years
Southgate CenterNew Port Richey, FL —
 6,730
 14,286
 4,056
 6,730
 18,342
 25,072
 (5,503) 1966 Jun-11 40 years
Presidential Plaza WestNorth Lauderdale, FL —
 2,070
 5,430
 562
 2,070
 5,992
 8,062
 (1,437) 2006 Jun-11 40 years
Fashion SquareOrange Park, FL —
 1,770
 3,557
 (1,679) 1,770
 1,878
 3,648
 (1,302) 1996 Jun-11 40 years
Colonial MarketplaceOrlando, FL (14,236) 4,230
 19,813
 2,562
 4,230
 22,375
 26,605
 (5,674) 1986 Jun-11 40 years
Conway CrossingOrlando, FL —
 3,163
 12,181
 782
 3,163
 12,963
 16,126
 (2,710) 2002 Oct-13 40 years
Hunter's Creek PlazaOrlando, FL —
 3,589
 5,891
 894
 3,589
 6,785
 10,374
 (1,320) 1998 Oct-13 40 years
Pointe OrlandoOrlando, FL —
 6,120
 55,051
 24,283
 6,120
 79,334
 85,454
 (17,100) 1997 Jun-11 40 years
Martin Downs Town CenterPalm City, FL —
 1,660
 9,749
 147
 1,660
 9,896
 11,556
 (1,609) 1996 Oct-13 40 years
Martin Downs Village CenterPalm City, FL —
 5,319
 28,399
 1,456
 5,319
 29,855
 35,174
 (5,367) 1987 Jun-11 40 years
23rd Street StationPanama City, FL (5,092) 3,120
 9,016
 1,017
 3,120
 10,033
 13,153
 (2,729) 1995 Jun-11 40 years
Panama City SquarePanama City, FL —
 5,690
 14,874
 3,144
 5,690
 18,018
 23,708
 (4,760) 1989 Jun-11 40 years
Pensacola SquarePensacola, FL —
 2,630
 9,716
 1,624
 2,630
 11,340
 13,970
 (3,866) 1995 Jun-11 40 years
East Port PlazaPort St. Lucie, FL —
 4,099
 22,325
 283
 4,099
 22,608
 26,707
 (4,529) 1991 Oct-13 40 years
Shoppes of Victoria SquarePort St. Lucie, FL —
 3,450
 6,242
 667
 3,450
 6,909
 10,359
 (2,231) 1990 Jun-11 40 years
Lake St. CharlesRiverview, FL —
 2,801
 6,909
 67
 2,801
 6,976
 9,777
 (1,180) 1999 Oct-13 40 years
Cobblestone VillageRoyal Palm Beach, FL —
 2,700
 4,974
 597
 2,700
 5,571
 8,271
 (1,142) 2005 Jun-11 40 years
Beneva Village ShoppesSarasota, FL —
 3,489
 17,369
 1,648
 3,489
 19,017
 22,506
 (3,581) 2018 Oct-13 40 years
Sarasota VillageSarasota, FL —
 5,190
 12,476
 3,598
 5,190
 16,074
 21,264
 (3,978) 1972 Jun-11 40 years
Atlantic PlazaSatellite Beach, FL (5,378) 2,630
 10,959
 1,007
 2,630
 11,966
 14,596
 (3,001) 2008 Jun-11 40 years
Seminole PlazaSeminole, FL (4,243) 3,870
 7,934
 2,083
 3,870
 10,017
 13,887
 (1,814) 1964 Jun-11 40 years
Cobblestone VillageSt. Augustine, FL (25,918) 7,710
 33,352
 2,511
 7,710
 35,863
 43,573
 (9,177) 2003 Jun-11 40 years
Dolphin VillageSt. Pete Beach, FL —
 9,882
 15,835
 848
 9,882
 16,683
 26,565
 (3,280) 1990 Oct-13 40 years
Bay Pointe PlazaSt. Petersburg, FL —
 4,025
 11,745
 7,939
 4,025
 19,684
 23,709
 (2,159) 2016 Oct-13 40 years
Rutland PlazaSt. Petersburg, FL (6,682) 3,880
 8,143
 982
 3,880
 9,125
 13,005
 (2,888) 2002 Jun-11 40 years
Skyway PlazaSt. Petersburg, FL —
 2,200
 7,178
 84
 2,200
 7,262
 9,462
 (2,817) 2002 Jun-11 40 years
Tyrone GardensSt. Petersburg, FL —
 5,690
 9,807
 1,422
 5,690
 11,229
 16,919
 (3,704) 1998 Jun-11 40 years
Downtown PublixStuart, FL (10,684) 1,770
 12,630
 986
 1,770
 13,616
 15,386
 (3,421) 2000 Jun-11 40 years
Sunrise Town CenterSunrise, FL —
 7,856
 9,601
 679
 7,856
 10,280
 18,136
 (3,605) 1989 Oct-13 40 years


Costs Capitalized Subsequent to Acquisition(3)
Gross Amount at Which Carried
Initial Cost to Company(2)
at the Close of the Period
Description(1)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
The Quentin CollectionKildeer, IL6,002 27,280 (9,242)3,279 20,761 24,040 (9,808)2006Jun-11
Butterfield SquareLibertyville, IL3,430 13,370 3,527 3,430 16,897 20,327 (6,557)1997Jun-11
High Point CentreLombard, IL7,510 21,583 9,128 7,510 30,711 38,221 (9,987)2019Jun-11
Long Meadow CommonsMundelein, IL4,700 11,597 3,569 4,700 15,166 19,866 (7,873)1997Jun-11
Westridge CourtNaperville, IL11,150 75,719 20,385 10,560 96,694 107,254 (30,958)1992Jun-11
North Riverside PlazaNorth Riverside, IL5,117 57,577 825 5,117 58,402 63,519 (5,464)2007Apr-22
Ravinia PlazaOrland Park, IL2,069 24,288 579 2,069 24,867 26,936 (2,108)1990Feb-22
Rollins CrossingRound Lake Beach, IL3,040 23,623 (2,167)2,637 21,859 24,496 (10,472)1998Jun-11
Tinley Park Plaza (6)Tinley Park, IL12,250 22,511 22,779 12,250 45,290 57,540 (10,179)2024Jun-11
Meridian VillageCarmel, IN2,290 7,746 3,070 2,089 11,017 13,106 (4,771)1990Jun-11
Columbus CenterColumbus, IN1,480 14,740 7,516 1,480 22,256 23,736 (7,803)1964Jun-11
Market CentreGoshen, IN2,000 17,032 12,616 1,765 29,883 31,648 (8,769)1994Jun-11
Speedway Super CenterSpeedway, IN8,410 50,006 26,478 8,410 76,484 84,894 (27,439)2022Jun-11
Sagamore Park CentreWest Lafayette, IN2,390 11,150 2,654 2,390 13,804 16,194 (6,074)2018Jun-11
Westchester SquareLenexa, KS3,250 14,555 4,068 3,250 18,623 21,873 (7,673)1987Jun-11
West Loop Shopping CenterManhattan, KS2,800 12,622 5,821 2,800 18,443 21,243 (8,589)2013Jun-11
North Dixie PlazaElizabethtown, KY2,370 6,119 (868)2,108 5,513 7,621 (2,395)1992Jun-11
Florence Plaza - Florence SquareFlorence, KY11,014 53,088 28,160 11,014 81,248 92,262 (31,849)2014Jun-11
Jeffersontown CommonsJeffersontown, KY3,920 14,866 313 3,920 15,179 19,099 (6,544)1959Jun-11
London MarketplaceLondon, KY1,400 10,362 5,388 1,400 15,750 17,150 (4,724)1994Jun-11
Eastgate Shopping CenterLouisville, KY4,300 13,975 3,660 4,300 17,635 21,935 (8,701)2002Jun-11
Plainview VillageLouisville, KY2,600 10,541 1,729 2,600 12,270 14,870 (5,350)1997Jun-11
Stony Brook I & IILouisville, KY3,650 17,970 2,182 3,650 20,152 23,802 (8,958)1988Jun-11
Points West PlazaBrockton, MA2,200 10,605 2,446 2,200 13,051 15,251 (4,222)1960Jun-11
Burlington Square I, II & IIIBurlington, MA4,690 13,122 3,343 4,690 16,465 21,155 (6,489)1992Jun-11
Holyoke Shopping CenterHolyoke, MA3,110 12,097 1,671 3,110 13,768 16,878 (6,663)2000Jun-11
WaterTower Plaza (6)Leominster, MA10,400 40,312 13,991 10,342 54,361 64,703 (16,614)2024Jun-11
Lunenberg CrossingLunenburg, MA930 1,991 823 930 2,814 3,744 (1,211)1994Jun-11
Lynn MarketplaceLynn, MA3,100 5,678 5,155 3,100 10,833 13,933 (2,938)1968Jun-11
Webster Square Shopping CenterMarshfield, MA5,532 27,284 1,428 5,532 28,712 34,244 (9,433)2005Jun-15
Berkshire CrossingPittsfield, MA5,210 39,558 (7,156)2,771 34,841 37,612 (15,686)1994Jun-11
Westgate PlazaWestfield, MA2,494 9,850 1,635 2,494 11,485 13,979 (3,542)1996Jun-11
Perkins Farm MarketplaceWorcester, MA2,150 17,060 6,749 2,150 23,809 25,959 (10,376)1967Jun-11
South Plaza Shopping CenterCalifornia, MD2,174 23,209 164 2,174 23,373 25,547 (7,521)2005Oct-13
Fox RunPrince Frederick, MD3,560 31,431 23,344 3,396 54,939 58,335 (15,261)2022Jun-11
Pine Tree Shopping CenterPortland, ME2,860 19,182 2,590 2,860 21,772 24,632 (12,872)1958Jun-11
Arborland CenterAnn Arbor, MI20,174 90,938 1,634 20,174 92,572 112,746 (26,838)2000Mar-17
Maple VillageAnn Arbor, MI3,200 19,108 32,492 3,200 51,600 54,800 (15,782)2020Jun-11
Grand CrossingBrighton, MI1,780 7,540 2,233 1,780 9,773 11,553 (4,592)2005Jun-11
Farmington CrossroadsFarmington, MI1,620 4,542 1,612 1,620 6,154 7,774 (3,171)1986Jun-11
Silver Pointe Shopping CenterFenton, MI3,840 12,631 4,835 3,840 17,466 21,306 (7,423)1996Jun-11
Cascade EastGrand Rapids, MI1,280 5,433 3,123 1,280 8,556 9,836 (3,507)1983Jun-11
Delta CenterLansing, MI1,580 9,616 (1,072)1,518 8,606 10,124 (3,448)1985Jun-11
Lakes CrossingMuskegon, MI1,440 13,571 771 1,200 14,582 15,782 (6,844)2008Jun-11
Redford PlazaRedford, MI7,510 20,174 9,386 7,510 29,560 37,070 (11,720)1992Jun-11
Hampton Village CentreRochester Hills, MI5,370 48,930 21,976 5,370 70,906 76,276 (25,763)2004Jun-11
Southfield PlazaSouthfield, MI1,320 4,085 2,993 1,320 7,078 8,398 (3,658)1970Jun-11
18 RyanSterling Heights, MI3,160 11,304 (304)3,160 11,000 14,160 (3,969)1997Jun-11
Delco PlazaSterling Heights, MI2,860 7,025 (205)2,860 6,820 9,680 (2,884)1996Jun-11
West RidgeWestland, MI1,800 6,640 3,505 1,800 10,145 11,945 (4,405)1989Jun-11
Washtenaw Fountain PlazaYpsilanti, MI2,030 7,234 2,517 2,030 9,751 11,781 (3,726)2005Jun-11
Southport Centre I - VIApple Valley, MN4,960 18,527 1,294 4,602 20,179 24,781 (7,338)1985Jun-11
Champlin MarketplaceChamplin, MN3,985 11,375 1,338 3,985 12,713 16,698 (1,867)2005Jun-21
Burning Tree PlazaDuluth, MN4,790 16,279 3,540 4,790 19,819 24,609 (7,656)1987Jun-11
Westwind PlazaMinnetonka, MN2,630 12,171 2,800 2,630 14,971 17,601 (5,092)2007Jun-11
Richfield HubRichfield, MN7,960 19,907 510 7,619 20,758 28,377 (7,216)1952Jun-11
Roseville CenterRoseville, MN1,620 8,593 7,679 1,620 16,272 17,892 (4,402)2021Jun-11
Marketplace @ 42Savage, MN5,150 13,221 4,806 5,100 18,077 23,177 (7,392)1999Jun-11
Sun Ray Shopping CenterSt. Paul, MN5,250 21,447 1,025 4,733 22,989 27,722 (10,723)1958Jun-11
White Bear Hills Shopping CenterWhite Bear Lake, MN1,790 6,182 2,152 1,790 8,334 10,124 (3,893)1996Jun-11
Ellisville SquareEllisville, MO4,144 8,003 4,842 4,144 12,845 16,989 (6,287)1989Jun-11
Watts Mill PlazaKansas City, MO2,610 13,868 1,812 2,610 15,680 18,290 (5,575)1997Jun-11
Liberty CornersLiberty, MO2,530 8,918 3,764 2,530 12,682 15,212 (5,664)1987Jun-11
Maplewood SquareMaplewood, MO1,450 4,720 538 1,450 5,258 6,708 (1,609)1998Jun-11
Devonshire PlaceCary, NC940 4,533 4,848 940 9,381 10,321 (5,352)1996Jun-11
McMullen Creek MarketCharlotte, NC10,590 24,266 9,824 10,590 34,090 44,680 (13,419)1988Jun-11
F-43

         Subsequent to Acquisition Gross Amount at Which Carried       Life on Which Depreciated - Latest Income Statement
     Initial Cost to Company  at the Close of the Period       
Description Encumbrances Land Building & Improvements  Land Building & Improvements Total Accumulated Depreciation 
Year Constructed(1)
 Date Acquired 
Carrollwood CenterTampa, FL —
 3,749
 14,818
 851
 3,749
 15,669
 19,418
 (3,550) 2002 Oct-13 40 years
Ross PlazaTampa, FL —
 2,808
 11,847
 688
 2,808
 12,535
 15,343
 (2,586) 1996 Oct-13 40 years
Shoppes at TarponTarpon Springs, FL —
 7,800
 13,765
 3,792
 7,800
 17,557
 25,357
 (5,194) 2003 Jun-11 40 years
Venice PlazaVenice, FL —
 3,245
 14,504
 359
 3,245
 14,863
 18,108
 (2,194) 1999 Oct-13 40 years
Venice Shopping CenterVenice, FL —
 2,555
 6,847
 461
 2,555
 7,308
 9,863
 (1,535) 2000 Oct-13 40 years
Venice Village ShoppesVenice, FL —
 7,157
 26,773
 48
 7,157
 26,821
 33,978
 (283) 1989 Nov-17 40 years
Governors Towne SquareAcworth, GA —
 2,605
 14,037
 126
 2,605
 14,163
 16,768
 (2,521) 2005 Oct-13 40 years
Albany PlazaAlbany, GA (2,738) 1,840
 3,072
 286
 1,840
 3,358
 5,198
 (1,055) 1995 Jun-11 40 years
Mansell CrossingAlpharetta, GA —
 19,840
 33,230
 5,764
 19,840
 38,994
 58,834
 (10,059) 1993 Jun-11 40 years
Perlis PlazaAmericus, GA —
 1,170
 4,743
 704
 1,170
 5,447
 6,617
 (2,071) 1972 Jun-11 40 years
Northeast PlazaAtlanta, GA (19,493) 6,907
 37,718
 1,518
 6,907
 39,236
 46,143
 (9,901) 1952 Jun-11 40 years
Augusta West PlazaAugusta, GA (3,219) 1,070
 8,208
 538
 1,070
 8,746
 9,816
 (4,094) 2006 Jun-11 40 years
Sweetwater VillageAustell, GA —
 1,080
 3,052
 796
 1,080
 3,848
 4,928
 (1,344) 1985 Jun-11 40 years
Vineyards at Chateau ElanBraselton, GA —
 2,202
 14,512
 461
 2,202
 14,973
 17,175
 (2,643) 2002 Oct-13 40 years
Cedar PlazaCedartown, GA —
 1,550
 4,342
 96
 1,550
 4,438
 5,988
 (1,650) 1994 Jun-11 40 years
Conyers PlazaConyers, GA —
 3,870
 11,741
 1,645
 3,870
 13,386
 17,256
 (4,284) 2001 Jun-11 40 years
Cordele SquareCordele, GA —
 2,050
 5,540
 563
 2,050
 6,103
 8,153
 (2,466) 2002 Jun-11 40 years
Covington GalleryCovington, GA (4,214) 3,280
 8,416
 691
 3,280
 9,107
 12,387
 (2,906) 1991 Jun-11 40 years
Salem Road StationCovington, GA —
 670
 11,395
 336
 670
 11,731
 12,401
 (2,441) 2000 Oct-13 40 years
Keith Bridge CommonsCumming, GA —
 1,501
 14,868
 268
 1,601
 15,036
 16,637
 (3,451) 2002 Oct-13 40 years
NorthsideDalton, GA —
 1,320
 3,950
 836
 1,320
 4,786
 6,106
 (1,811) 2001 Jun-11 40 years
Cosby StationDouglasville, GA (5,282) 2,650
 6,582
 507
 2,650
 7,089
 9,739
 (2,012) 1994 Jun-11 40 years
Park PlazaDouglasville, GA —
 1,470
 2,505
 1,196
 1,470
 3,701
 5,171
 (685) 1986 Jun-11 40 years
Dublin VillageDublin, GA —
 1,876
 8,961
 212
 1,876
 9,173
 11,049
 (2,388) 2005 Oct-13 40 years
WestgateDublin, GA —
 1,450
 3,991
 439
 1,450
 4,430
 5,880
 (1,497) 2004 Jun-11 40 years
Venture PointeDuluth, GA —
 2,460
 7,933
 5,556
 2,460
 13,489
 15,949
 (4,480) 1995 Jun-11 40 years
Banks StationFayetteville, GA (4,423) 3,490
 12,254
 1,441
 3,490
 13,695
 17,185
 (5,066) 2006 Jun-11 40 years
Barrett PlaceKennesaw, GA —
 6,990
 13,953
 1,373
 6,990
 15,326
 22,316
 (5,230) 1992 Jun-11 40 years
Shops of HuntcrestLawrenceville, GA —
 2,093
 17,790
 555
 2,093
 18,345
 20,438
 (3,044) 2003 Oct-13 40 years
Mableton WalkMableton, GA —
 1,645
 9,384
 974
 1,645
 10,358
 12,003
 (2,651) 1994 Jun-11 40 years
The Village at MabletonMableton, GA —
 2,040
 6,443
 2,387
 2,040
 8,830
 10,870
 (3,117) 1959 Jun-11 40 years
Marshalls at EastlakeMarietta, GA —
 2,650
 2,667
 1,002
 2,650
 3,669
 6,319
 (1,038) 1982 Jun-11 40 years
New Chastain CornersMarietta, GA —
 3,090
 8,071
 975
 3,090
 9,046
 12,136
 (2,759) 2004 Jun-11 40 years
Pavilions at EastlakeMarietta, GA —
 4,770
 12,085
 1,919
 4,770
 14,004
 18,774
 (4,950) 1996 Jun-11 40 years
Creekwood VillageRex, GA —
 1,400
 4,752
 327
 1,400
 5,079
 6,479
 (1,770) 1990 Jun-11 40 years
Shops of RiverdaleRiverdale, GA —
 640
 2,109
 209
 640
 2,318
 2,958
 (518) 1995 Jun-11 40 years
Holcomb Bridge CrossingRoswell, GA —
 1,170
 5,418
 596
 1,170
 6,014
 7,184
 (2,738) 1988 Jun-11 40 years
Victory SquareSavannah, GA —
 6,080
 14,651
 344
 6,080
 14,995
 21,075
 (3,677) 2007 Jun-11 40 years
Stockbridge VillageStockbridge, GA —
 6,210
 16,418
 3,525
 6,210
 19,943
 26,153
 (6,314) 2008 Jun-11 40 years
Stone Mountain FestivalStone Mountain, GA (7,755) 5,740
 16,730
 1,538
 5,740
 18,268
 24,008
 (6,796) 2006 Jun-11 40 years
Wilmington IslandWilmington Island, GA —
 2,630
 7,894
 1,089
 2,630
 8,983
 11,613
 (1,957) 1985 Oct-13 40 years
Kimberly West Shopping CenterDavenport, IA —
 1,710
 6,329
 604
 1,710
 6,933
 8,643
 (2,447) 1987 Jun-11 40 years
Haymarket MallDes Moines, IA (3,846) 2,320
 9,604
 523
 2,320
 10,127
 12,447
 (3,890) 1979 Jun-11 40 years
Haymarket SquareDes Moines, IA (6,481) 3,360
 9,192
 4,327
 3,360
 13,519
 16,879
 (3,613) 1979 Jun-11 40 years
Warren PlazaDubuque, IA —
 1,740
 6,155
 387
 1,740
 6,542
 8,282
 (1,257) 1993 Jun-11 40 years
Annex of ArlingtonArlington Heights, IL —
 3,769
 15,006
 10,929
 4,373
 25,331
 29,704
 (5,602) 1999 Jun-11 40 years
Ridge PlazaArlington Heights, IL —
 3,720
 10,168
 4,741
 3,720
 14,909
 18,629
 (5,523) 2000 Jun-11 40 years
Bartonville SquareBartonville, IL —
 480
 3,580
 149
 480
 3,729
 4,209
 (1,417) 2001 Jun-11 40 years
Festival CenterBradley, IL (658) 390
 2,211
 37
 390
 2,248
 2,638
 (798) 2006 Jun-11 40 years
Southfield PlazaBridgeview, IL (13,350) 5,880
 18,251
 1,550
 5,880
 19,801
 25,681
 (7,009) 2006 Jun-11 40 years
Commons of Chicago RidgeChicago Ridge, IL —
 4,310
 39,027
 4,892
 4,310
 43,919
 48,229
 (12,315) 1998 Jun-11 40 years
Rivercrest Shopping CenterCrestwood, IL —
 7,010
 39,886
 15,608
 11,010
 51,494
 62,504
 (14,164) 1992 Jun-11 40 years
The Commons of Crystal LakeCrystal Lake, IL —
 3,660
 31,770
 3,889
 3,660
 35,659
 39,319
 (8,804) 1987 Jun-11 40 years
Elk Grove Town CenterElk Grove Village, IL —
 3,730
 19,113
 970
 3,730
 20,083
 23,813
 (5,710) 1998 Jun-11 40 years
Crossroads CentreFairview Heights, IL —
 3,230
 8,928
 6,379
 3,230
 15,307
 18,537
 (4,660) 1975 Jun-11 40 years


Costs Capitalized Subsequent to Acquisition(3)
Gross Amount at Which Carried
Initial Cost to Company(2)
at the Close of the Period
Description(1)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
The Commons at Chancellor ParkCharlotte, NC5,240 20,500 2,848 5,240 23,348 28,588 (10,167)1994Jun-11
Garner Towne SquareGarner, NC6,233 23,681 5,100 6,233 28,781 35,014 (7,616)1997Oct-13
Franklin SquareGastonia, NC7,060 29,355 6,291 7,060 35,646 42,706 (13,921)1989Jun-11
Wendover PlaceGreensboro, NC15,990 42,299 3,447 15,881 45,855 61,736 (19,251)2000Jun-11
University CommonsGreenville, NC5,350 26,253 4,197 5,350 30,450 35,800 (12,760)1996Jun-11
Roxboro SquareRoxboro, NC1,550 8,976 706 1,550 9,682 11,232 (6,291)2005Jun-11
Innes Street MarketSalisbury, NC12,180 27,462 836 10,548 29,930 40,478 (14,906)2002Jun-11
New Centre MarketWilmington, NC5,730 15,217 5,006 5,730 20,223 25,953 (7,304)1998Jun-11
University CommonsWilmington, NC6,910 26,611 4,083 6,910 30,694 37,604 (12,674)2007Jun-11
Parkway PlazaWinston-Salem, NC6,910 17,604 5,154 6,740 22,928 29,668 (8,295)2005Jun-11
Stratford CommonsWinston-Salem, NC2,770 9,562 1,163 2,770 10,725 13,495 (3,754)1995Jun-11
Bedford GroveBedford, NH3,400 19,065 (2,778)2,368 17,319 19,687 (4,918)1989Jun-11
Capitol Shopping CenterConcord, NH2,160 11,584 8,269 2,160 19,853 22,013 (6,585)2001Jun-11
Willow Springs PlazaNashua, NH3,490 20,288 (110)3,490 20,178 23,668 (7,570)1990Jun-11
Seacoast Shopping CenterSeabrook, NH2,230 8,967 2,365 2,230 11,332 13,562 (3,024)1991Jun-11
Tri-City PlazaSomersworth, NH1,900 10,034 5,850 1,900 15,884 17,784 (6,980)1990Jun-11
Laurel SquareBrick, NJ5,400 20,998 14,111 5,400 35,109 40,509 (8,491)2023Jun-11
the Shoppes at CinnaminsonCinnaminson, NJ6,030 45,605 5,290 6,030 50,895 56,925 (20,797)2010Jun-11
Acme ClarkClark, NJ2,630 8,351 140 2,630 8,491 11,121 (4,641)2007Jun-11
Collegetown Shopping CenterGlassboro, NJ1,560 16,336 25,877 1,560 42,213 43,773 (10,567)2021Jun-11
Hamilton PlazaHamilton, NJ1,580 8,972 19,058 1,580 28,030 29,610 (6,624)1972Jun-11
Bennetts Mills PlazaJackson, NJ3,130 17,126 2,952 3,130 20,078 23,208 (7,859)2002Jun-11
Marlton CrossingMarlton, NJ5,950 45,874 30,080 5,950 75,954 81,904 (29,837)2019Jun-11
Middletown Plaza (6)Middletown, NJ5,060 41,800 3,084 5,060 44,884 49,944 (14,884)2024Jun-11
Larchmont CentreMount Laurel, NJ4,421 14,985 1,002 4,421 15,987 20,408 (4,846)1985Jun-15
Old Bridge GatewayOld Bridge, NJ7,200 37,756 15,701 7,200 53,457 60,657 (17,498)2022Jun-11
Morris Hills Shopping CenterParsippany, NJ3,970 29,879 3,517 3,970 33,396 37,366 (12,564)1994Jun-11
Rio Grande PlazaRio Grande, NJ1,660 12,627 7,208 1,660 19,835 21,495 (5,829)1997Jun-11
Ocean Heights PlazaSomers Point, NJ6,110 34,911 3,744 6,110 38,655 44,765 (13,691)2006Jun-11
Springfield PlaceSpringfield, NJ1,773 4,577 2,370 1,773 6,947 8,720 (2,795)1965Jun-11
Tinton Falls PlazaTinton Falls, NJ3,080 12,385 1,761 3,080 14,146 17,226 (5,633)2006Jun-11
Cross Keys CommonsTurnersville, NJ5,840 33,347 5,405 5,726 38,866 44,592 (14,781)1989Jun-11
Parkway PlazaCarle Place, NY5,790 19,740 6,157 5,790 25,897 31,687 (7,614)1993Jun-11
Suffolk PlazaEast Setauket, NY2,780 12,321 8,994 2,780 21,315 24,095 (4,777)1998Jun-11
Three Village Shopping CenterEast Setauket, NY5,310 15,849 949 5,310 16,798 22,108 (6,511)1991Jun-11
Stewart PlazaGarden City, NY6,040 21,970 19,491 6,040 41,461 47,501 (10,510)2022Jun-11
Dalewood I, II & III Shopping Center (6)Hartsdale, NY6,900 57,804 12,272 6,900 70,076 76,976 (20,165)2024Jun-11
Unity PlazaHopewell Junction, NY2,100 14,051 95 2,100 14,146 16,246 (5,945)2005Jun-11
Cayuga MallIthaca, NY1,180 11,244 5,421 1,180 16,665 17,845 (5,710)1969Jun-11
Kings Park PlazaKings Park, NY4,790 11,367 2,356 4,790 13,723 18,513 (5,427)1985Jun-11
Village Square Shopping CenterLarchmont, NY1,320 5,137 1,010 1,320 6,147 7,467 (2,171)1981Jun-11
Falcaro's PlazaLawrence, NY3,410 9,678 5,318 3,410 14,996 18,406 (4,827)1972Jun-11
Mamaroneck CentreMamaroneck, NY2,198 1,999 11,742 2,198 13,741 15,939 (2,063)2020Jun-11
Sunshine SquareMedford, NY7,350 24,713 3,580 7,350 28,293 35,643 (11,059)2007Jun-11
Wallkill PlazaMiddletown, NY1,360 8,410 1,927 1,360 10,337 11,697 (4,853)1986Jun-11
Monroe ShopRite PlazaMonroe, NY1,840 16,111 528 1,840 16,639 18,479 (7,467)1985Jun-11
Rockland PlazaNanuet, NY11,097 60,790 14,086 11,097 74,876 85,973 (23,389)2006Jun-11
North Ridge Shopping CenterNew Rochelle, NY4,910 9,612 3,691 4,910 13,303 18,213 (4,342)1971Jun-11
Nesconset Shopping CenterPort Jefferson Station, NY5,510 20,473 8,737 5,510 29,210 34,720 (9,227)1961Jun-11
Roanoke PlazaRiverhead, NY5,050 15,177 2,968 5,050 18,145 23,195 (6,429)2002Jun-11
The Shops at RiverheadRiverhead, NY6,331 — 36,243 3,899 38,675 42,574 (10,250)2018Jun-11
Rockville CentreRockville Centre, NY3,590 6,982 397 3,590 7,379 10,969 (2,838)1975Jun-11
College Plaza (6)Selden, NY8,270 14,267 13,041 8,270 27,308 35,578 (9,040)2024Jun-11
Campus PlazaVestal, NY1,170 16,384 820 1,170 17,204 18,374 (7,761)2003Jun-11
Parkway PlazaVestal, NY2,168 18,651 2,148 2,181 20,786 22,967 (8,967)1995Jun-11
Shoppes at VestalVestal, NY1,340 14,730 1,135 1,340 15,865 17,205 (5,077)2000Jun-11
Town Square MallVestal, NY2,520 41,457 17,183 2,520 58,640 61,160 (19,061)1991Jun-11
Highridge PlazaYonkers, NY6,020 17,358 3,770 6,020 21,128 27,148 (6,691)1977Jun-11
Brunswick Town CenterBrunswick, OH2,930 18,561 5,001 2,969 23,523 26,492 (8,151)2004Jun-11
Brentwood PlazaCincinnati, OH5,090 20,513 2,572 5,090 23,085 28,175 (10,490)2004Jun-11
Delhi Shopping CenterCincinnati, OH3,690 8,085 2,359 3,690 10,444 14,134 (4,762)1973Jun-11
Harpers StationCincinnati, OH3,987 27,804 5,831 3,987 33,635 37,622 (14,376)1994Jun-11
Western Hills PlazaCincinnati, OH8,690 27,664 16,386 8,690 44,050 52,740 (12,655)2021Jun-11
Western VillageCincinnati, OH3,420 12,817 1,302 3,420 14,119 17,539 (6,772)2005Jun-11
Crown PointColumbus, OH2,120 14,980 2,000 2,120 16,980 19,100 (8,421)1980Jun-11
Greentree Shopping CenterColumbus, OH1,920 12,531 2,339 1,920 14,870 16,790 (7,188)2005Jun-11
F-44

         Subsequent to Acquisition Gross Amount at Which Carried       Life on Which Depreciated - Latest Income Statement
     Initial Cost to Company  at the Close of the Period       
Description Encumbrances Land Building & Improvements  Land Building & Improvements Total Accumulated Depreciation 
Year Constructed(1)
 Date Acquired 
Freeport PlazaFreeport, IL —
 660
 5,614
 80
 660
 5,694
 6,354
 (2,675) 2000 Jun-11 40 years
Westview CenterHanover Park, IL —
 6,130
 27,797
 6,222
 6,130
 34,019
 40,149
 (8,047) 1989 Jun-11 40 years
The Quentin CollectionKildeer, IL (20,743) 5,780
 26,232
 1,610
 5,780
 27,842
 33,622
 (7,083) 2006 Jun-11 40 years
Butterfield SquareLibertyville, IL —
 3,430
 13,306
 2,796
 3,430
 16,102
 19,532
 (4,205) 1997 Jun-11 40 years
High Point CentreLombard, IL —
 7,510
 19,134
 1,887
 7,510
 21,021
 28,531
 (4,672) 2018 Jun-11 40 years
Long Meadow CommonsMundelein, IL —
 4,700
 11,447
 1,703
 4,700
 13,150
 17,850
 (4,917) 1997 Jun-11 40 years
Westridge CourtNaperville, IL —
 10,560
 66,986
 12,870
 10,560
 79,856
 90,416
 (17,702) 1992 Jun-11 40 years
Sterling BazaarPeoria, IL —
 2,050
 6,581
 469
 2,050
 7,050
 9,100
 (2,754) 1992 Jun-11 40 years
Rollins CrossingRound Lake Beach, IL —
 3,040
 23,180
 1,317
 3,040
 24,497
 27,537
 (7,361) 1998 Jun-11 40 years
Twin Oaks Shopping CenterSilvis, IL —
 1,300
 6,896
 141
 1,300
 7,037
 8,337
 (2,113) 1991 Jun-11 40 years
Sangamon Center NorthSpringfield, IL —
 2,350
 9,420
 851
 2,350
 10,271
 12,621
 (3,873) 1996 Jun-11 40 years
Tinley Park PlazaTinley Park, IL (17,869) 12,250
 20,639
 4,669
 12,250
 25,308
 37,558
 (5,539) 1973 Jun-11 40 years
Meridian VillageCarmel, IN —
 2,089
 7,231
 2,215
 2,089
 9,446
 11,535
 (2,684) 1990 Jun-11 40 years
Columbus CenterColumbus, IN (9,372) 1,480
 13,913
 2,598
 1,480
 16,511
 17,991
 (4,180) 1964 Jun-11 40 years
Elkhart Plaza WestElkhart, IN —
 770
 6,326
 232
 770
 6,558
 7,328
 (2,050) 1997 Jun-11 40 years
Apple Glen CrossingFort Wayne, IN —
 2,550
 19,742
 752
 2,550
 20,494
 23,044
 (5,481) 2002 Jun-11 40 years
Market CentreGoshen, IN —
 1,765
 14,231
 4,032
 1,765
 18,263
 20,028
 (5,276) 1994 Jun-11 40 years
Marwood PlazaIndianapolis, IN —
 1,720
 5,479
 960
 1,720
 6,439
 8,159
 (1,664) 1992 Jun-11 40 years
Westlane Shopping CenterIndianapolis, IN —
 870
 2,603
 1,048
 870
 3,651
 4,521
 (1,170) 1968 Jun-11 40 years
Valley View PlazaMarion, IN (1,053) 440
 3,020
 162
 440
 3,182
 3,622
 (853) 1997 Jun-11 40 years
Bittersweet PlazaMishawaka, IN —
 840
 6,677
 527
 840
 7,204
 8,044
 (1,969) 2000 Jun-11 40 years
Lincoln PlazaNew Haven, IN —
 780
 6,277
 809
 780
 7,086
 7,866
 (1,948) 1968 Jun-11 40 years
Speedway Super CenterSpeedway, IN —
 8,410
 48,942
 6,937
 8,410
 55,879
 64,289
 (13,474) 2018 Jun-11 40 years
Sagamore Park CentreWest Lafayette, IN —
 2,390
 10,865
 1,874
 2,390
 12,739
 15,129
 (3,959) 2018 Jun-11 40 years
Westchester SquareLenexa, KS —
 3,250
 13,982
 2,439
 3,250
 16,421
 19,671
 (4,345) 1987 Jun-11 40 years
West Loop Shopping CenterManhattan, KS —
 2,800
 10,299
 6,263
 2,800
 16,562
 19,362
 (4,303) 2013 Jun-11 40 years
North Dixie PlazaElizabethtown, KY —
 2,370
 4,521
 454
 2,370
 4,975
 7,345
 (1,029) 1992 Jun-11 40 years
Florence Plaza - Florence SquareFlorence, KY —
 9,380
 46,030
 18,620
 11,013
 63,017
 74,030
 (14,987) 2014 Jun-11 40 years
Jeffersontown CommonsJeffersontown, KY —
 3,920
 14,437
 952
 3,920
 15,389
 19,309
 (5,459) 1959 Jun-11 40 years
Mist Lake PlazaLexington, KY —
 4,200
 10,452
 979
 4,200
 11,431
 15,631
 (3,488) 1993 Jun-11 40 years
London MarketplaceLondon, KY —
 1,400
 10,293
 334
 1,400
 10,627
 12,027
 (3,930) 1994 Jun-11 40 years
Eastgate Shopping CenterLouisville, KY —
 4,300
 13,515
 2,316
 4,300
 15,831
 20,131
 (5,244) 2002 Jun-11 40 years
Plainview VillageLouisville, KY —
 2,600
 9,709
 1,301
 2,600
 11,010
 13,610
 (3,004) 1997 Jun-11 40 years
Stony Brook I & IILouisville, KY —
 3,650
 17,554
 1,653
 3,650
 19,207
 22,857
 (5,124) 1988 Jun-11 40 years
Towne Square NorthOwensboro, KY (4,210) 2,230
 9,037
 444
 2,230
 9,481
 11,711
 (3,681) 1988 Jun-11 40 years
Karam Shopping CenterLafayette, LA (1,944) 410
 2,955
 446
 410
 3,401
 3,811
 (1,315) 1970 Jun-11 40 years
Iberia PlazaNew Iberia, LA —
 2,590
 5,728
 1,281
 2,590
 7,009
 9,599
 (3,075) 1992 Jun-11 40 years
Lagniappe VillageNew Iberia, LA —
 3,170
 11,023
 1,097
 3,170
 12,120
 15,290
 (5,502) 2010 Jun-11 40 years
The Pines Shopping CenterPineville, LA (3,438) 3,080
 7,035
 133
 3,080
 7,168
 10,248
 (1,609) 1991 Jun-11 40 years
Points West PlazaBrockton, MA (7,397) 2,200
 10,492
 1,226
 2,200
 11,718
 13,918
 (4,105) 1960 Jun-11 40 years
Burlington Square I, II & IIIBurlington, MA —
 4,690
 12,717
 1,832
 4,690
 14,549
 19,239
 (3,679) 1992 Jun-11 40 years
Chicopee MarketplaceChicopee, MA —
 3,470
 24,980
 1,293
 3,470
 26,273
 29,743
 (6,469) 2005 Jun-11 40 years
Holyoke Shopping CenterHolyoke, MA —
 3,110
 11,903
 817
 3,110
 12,720
 15,830
 (4,135) 2000 Jun-11 40 years
WaterTower PlazaLeominster, MA —
 10,400
 39,499
 2,534
 10,400
 42,033
 52,433
 (12,442) 2000 Jun-11 40 years
Lunenberg CrossingLunenburg, MA (2,041) 930
 1,668
 901
 930
 2,569
 3,499
 (392) 1994 Jun-11 40 years
Lynn MarketplaceLynn, MA —
 3,100
 5,615
 2,178
 3,100
 7,793
 10,893
 (1,964) 1968 Jun-11 40 years
Webster Square Shopping CenterMarshfield, MA —
 5,532
 27,223
 203
 5,532
 27,426
 32,958
 (3,288) 2005 Jun-15 40 years
Berkshire CrossingPittsfield, MA —
 5,210
 38,733
 2,551
 5,210
 41,284
 46,494
 (12,164) 1994 Jun-11 40 years
Westgate PlazaWestfield, MA —
 2,250
 9,669
 970
 2,250
 10,639
 12,889
 (3,515) 1996 Jun-11 40 years
Perkins Farm MarketplaceWorcester, MA —
 2,150
 16,766
 2,632
 2,150
 19,398
 21,548
 (6,027) 1967 Jun-11 40 years
South Plaza Shopping CenterCalifornia, MD —
 2,174
 23,209
 109
 2,174
 23,318
 25,492
 (4,005) 2005 Oct-13 40 years
Campus Village ShoppesCollege Park, MD —
 1,660
 4,980
 647
 1,660
 5,627
 7,287
 (1,226) 1986 Jun-11 40 years
Fox RunPrince Frederick, MD —
 3,560
 31,086
 2,430
 3,560
 33,516
 37,076
 (9,803) 1997 Jun-11 40 years
Liberty PlazaRandallstown, MD —
 782
 6,134
 2,306
 782
 8,440
 9,222
 (1,936) 1962 Jun-11 40 years


Costs Capitalized Subsequent to Acquisition(3)
Gross Amount at Which Carried
Initial Cost to Company(2)
at the Close of the Period
Description(1)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
South Towne CentreDayton, OH4,990 43,152 5,879 4,990 49,031 54,021 (21,550)1972Jun-11
Southland Shopping CenterMiddleburg Heights, OH5,940 55,360 (7,530)4,684 49,086 53,770 (21,316)1951Jun-11
The Shoppes at North OlmstedNorth Olmsted, OH510 4,151 5 510 4,156 4,666 (2,263)2002Jun-11
Surrey Square MallNorwood, OH3,900 18,402 2,253 3,900 20,655 24,555 (8,813)2010Jun-11
Miracle Mile Shopping PlazaToledo, OH1,510 15,792 3,298 1,411 19,189 20,600 (10,563)1955Jun-11
Village WestAllentown, PA4,180 23,402 1,846 4,180 25,248 29,428 (10,128)1999Jun-11
Park Hills PlazaAltoona, PA4,390 23,218 (21,720)233 5,655 5,888 (1,088)1985Jun-11
Lehigh Shopping CenterBethlehem, PA6,980 34,900 4,745 6,980 39,645 46,625 (19,241)1955Jun-11
Bristol ParkBristol, PA3,180 21,530 2,574 3,241 24,043 27,284 (8,636)1993Jun-11
Chalfont Village Shopping CenterChalfont, PA1,040 3,818 (225)1,040 3,593 4,633 (1,513)1989Jun-11
New Britain Village SquareChalfont, PA4,250 24,449 3,221 4,250 27,670 31,920 (9,914)1989Jun-11
Collegeville Shopping CenterCollegeville, PA3,410 7,451 6,869 3,410 14,320 17,730 (5,993)2020Jun-11
Plymouth Square Shopping Center (6)Conshohocken, PA17,001 44,208 36,325 17,001 80,533 97,534 (8,863)2024May-19
Whitemarsh Shopping CenterConshohocken, PA3,410 11,753 7,130 3,410 18,883 22,293 (5,941)2002Jun-11
Valley FairDevon, PA1,810 8,161 (5,597)1,152 3,222 4,374 (1,368)2001Jun-11
Dickson City CrossingsDickson City, PA4,800 31,423 8,572 4,800 39,995 44,795 (14,981)2023Jun-11
Barn PlazaDoylestown, PA8,780 29,183 3,048 8,780 32,231 41,011 (12,252)2002Jun-11
Pilgrim GardensDrexel Hill, PA2,090 5,043 5,590 2,090 10,633 12,723 (4,989)1955Jun-11
North Penn Market PlaceLansdale, PA3,060 5,253 1,954 3,060 7,207 10,267 (3,005)1977Jun-11
Village at NewtownNewtown, PA7,690 37,765 45,243 7,690 83,008 90,698 (21,679)2021Jun-11
IvyridgePhiladelphia, PA7,100 21,004 96 7,100 21,100 28,200 (7,357)1963Jun-11
Roosevelt Mall (6)Philadelphia, PA10,970 89,141 48,638 10,970 137,779 148,749 (39,160)2024Jun-11
Shoppes at Valley ForgePhoenixville, PA2,010 13,025 1,738 2,010 14,763 16,773 (6,781)2003Jun-11
County Line PlazaSouderton, PA910 8,346 3,984 910 12,330 13,240 (4,388)1971Jun-11
69th Street PlazaUpper Darby, PA640 4,362 1,015 640 5,377 6,017 (2,027)1994Jun-11
Warminster Towne CenterWarminster, PA4,310 35,284 3,681 4,310 38,965 43,275 (15,363)1997Jun-11
Shops at ProspectWest Hempfield, PA760 6,532 799 760 7,331 8,091 (3,096)1994Jun-11
Whitehall SquareWhitehall, PA4,350 33,067 1,699 4,350 34,766 39,116 (13,914)2006Jun-11
Wilkes-Barre Township MarketplaceWilkes-Barre, PA2,180 17,430 3,658 2,180 21,088 23,268 (11,554)2004Jun-11
Belfair Towne VillageBluffton, SC4,265 31,801 3,255 4,265 35,056 39,321 (11,092)2006Jun-11
Milestone PlazaGreenville, SC2,563 15,645 2,956 2,563 18,601 21,164 (7,082)1995Oct-13
Circle CenterHilton Head Island, SC3,010 5,832 (1,068)3,010 4,764 7,774 (1,625)2000Jun-11
Island PlazaJames Island, SC2,940 9,252 3,408 2,940 12,660 15,600 (6,015)1994Jun-11
Festival CentreNorth Charleston, SC3,630 10,512 4,639 3,630 15,151 18,781 (8,223)1987Jun-11
Pawleys Island PlazaPawleys Island, SC5,264 21,804 218 5,264 22,022 27,286 (2,187)2015Oct-21
Fairview Corners I & IISimpsonville, SC2,370 17,117 2,382 2,370 19,499 21,869 (8,186)2003Jun-11
Hillcrest Market PlaceSpartanburg, SC4,190 34,825 14,611 4,190 49,436 53,626 (17,535)2023Jun-11
Watson Glen Shopping CenterFranklin, TN5,220 14,990 4,621 5,220 19,611 24,831 (6,940)1988Jun-11
Williamson SquareFranklin, TN7,730 22,789 7,221 7,730 30,010 37,740 (14,089)1988Jun-11
Greeneville CommonsGreeneville, TN2,880 13,524 3,657 2,880 17,181 20,061 (6,470)2002Jun-11
Kingston OverlookKnoxville, TN2,060 6,743 780 2,060 7,523 9,583 (2,484)1996Jun-11
The Commons at WolfcreekMemphis, TN23,239 58,489 21,115 23,252 79,591 102,843 (31,214)2014Jun-11
Georgetown SquareMurfreesboro, TN3,716 8,598 2,695 3,716 11,293 15,009 (4,195)2003Jun-11
Nashboro VillageNashville, TN2,243 11,662 303 2,243 11,965 14,208 (5,021)1998Oct-13
Parmer CrossingAustin, TX5,927 11,282 2,151 5,927 13,433 19,360 (5,788)1989Jun-11
Baytown Shopping CenterBaytown, TX3,410 6,776 1,061 3,410 7,837 11,247 (2,903)1987Jun-11
El CaminoBellaire, TX1,320 3,816 893 1,320 4,709 6,029 (2,109)2008Jun-11
TownshireBryan, TX1,790 6,399 807 1,790 7,206 8,996 (4,568)2002Jun-11
Central StationCollege Station, TX4,340 21,704 3,060 4,340 24,764 29,104 (9,372)1976Jun-11
Rock Prairie CrossingCollege Station, TX2,460 13,618 254 2,401 13,931 16,332 (6,887)2002Jun-11
Carmel VillageCorpus Christi, TX1,900 4,536 4,844 1,903 9,377 11,280 (2,723)2019Jun-11
Arboretum VillageDallas, TX17,154 33,384 849 17,154 34,233 51,387 (3,169)2014Jan-22
Claremont VillageDallas, TX1,700 3,035 (1,117)1,700 1,918 3,618 (789)1976Jun-11
Kessler PlazaDallas, TX1,390 3,702 2,348 1,390 6,050 7,440 (1,761)1975Jun-11
Stevens Park VillageDallas, TX1,270 3,182 869 1,270 4,051 5,321 (2,321)1974Jun-11
Webb Royal PlazaDallas, TX2,470 6,576 (1)2,470 6,575 9,045 (3,615)1961Jun-11
Wynnewood Village (6)Dallas, TX16,982 42,953 36,083 17,200 78,818 96,018 (23,514)2024Jun-11
ParktownDeer Park, TX2,790 7,319 1,285 2,790 8,604 11,394 (4,559)1999Jun-11
Ridglea PlazaFort Worth, TX2,770 16,178 1,040 2,770 17,218 19,988 (7,076)1990Jun-11
Trinity CommonsFort Worth, TX5,780 26,317 3,368 5,780 29,685 35,465 (13,393)1998Jun-11
Preston RidgeFrisco, TX25,820 127,082 15,917 25,820 142,999 168,819 (54,061)2018Jun-11
Village PlazaGarland, TX3,230 6,786 3,165 3,230 9,951 13,181 (3,716)2002Jun-11
Highland Village Town CenterHighland Village, TX3,370 7,439 579 3,370 8,018 11,388 (3,071)1996Jun-11
Bay ForestHouston, TX1,500 6,557 588 1,500 7,145 8,645 (3,068)2004Jun-11
Beltway SouthHouston, TX3,340 9,759 856 3,340 10,615 13,955 (5,838)1998Jun-11
Braes HeightsHouston, TX1,700 15,246 9,805 1,700 25,051 26,751 (7,092)2022Jun-11
F-45

         Subsequent to Acquisition Gross Amount at Which Carried       Life on Which Depreciated - Latest Income Statement
     Initial Cost to Company  at the Close of the Period       
Description Encumbrances Land Building & Improvements  Land Building & Improvements Total Accumulated Depreciation 
Year Constructed(1)
 Date Acquired 
Pine Tree Shopping CenterPortland, ME —
 2,860
 18,988
 1,494
 2,860
 20,482
 23,342
 (7,590) 1958 Jun-11 40 years
Arborland CenterAnn Arbor, MI —
 14,184
 90,938
 283
 14,184
 91,221
 105,405
 (4,850) 2000 Mar-17 40 years
Maple VillageAnn Arbor, MI —
 3,200
 15,895
 19,199
 3,200
 35,094
 38,294
 (4,690) 2018 Jun-11 40 years
Grand CrossingBrighton, MI (2,692) 1,780
 7,487
 2,059
 1,780
 9,546
 11,326
 (2,954) 2005 Jun-11 40 years
Farmington CrossroadsFarmington, MI —
 1,620
 4,340
 1,939
 1,620
 6,279
 7,899
 (1,855) 1986 Jun-11 40 years
Silver Pointe Shopping CenterFenton, MI (2,590) 3,840
 12,258
 1,298
 3,840
 13,556
 17,396
 (4,822) 1996 Jun-11 40 years
Cascade EastGrand Rapids, MI —
 1,280
 4,802
 1,317
 1,280
 6,119
 7,399
 (2,277) 1983 Jun-11 40 years
Delta CenterLansing, MI (5,185) 1,580
 9,394
 1,853
 1,580
 11,247
 12,827
 (4,425) 1985 Jun-11 40 years
Lakes CrossingMuskegon, MI —
 1,440
 13,457
 2,277
 1,440
 15,734
 17,174
 (4,509) 2008 Jun-11 40 years
Redford PlazaRedford, MI —
 7,510
 18,348
 3,178
 7,510
 21,526
 29,036
 (7,410) 1992 Jun-11 40 years
Hampton Village CentreRochester Hills, MI —
 5,370
 47,612
 10,002
 5,370
 57,614
 62,984
 (16,418) 2004 Jun-11 40 years
Fashion CornersSaginaw, MI —
 1,940
 17,703
 644
 1,940
 18,347
 20,287
 (5,700) 2004 Jun-11 40 years
Green AcresSaginaw, MI —
 2,170
 8,225
 4,402
 2,170
 12,627
 14,797
 (4,120) 2018 Jun-11 40 years
Southfield PlazaSouthfield, MI —
 1,320
 3,608
 2,166
 1,320
 5,774
 7,094
 (1,867) 1970 Jun-11 40 years
18 RyanSterling Heights, MI (5,503) 3,160
 8,794
 366
 3,160
 9,160
 12,320
 (2,143) 1997 Jun-11 40 years
Delco PlazaSterling Heights, MI (3,624) 2,860
 6,682
 1,263
 2,860
 7,945
 10,805
 (3,524) 1996 Jun-11 40 years
Grand Traverse CrossingTraverse City, MI —
 3,100
 31,047
 1,947
 3,100
 32,994
 36,094
 (8,550) 1996 Jun-11 40 years
West RidgeWestland, MI —
 1,800
 5,244
 4,571
 1,800
 9,815
 11,615
 (2,209) 1989 Jun-11 40 years
Roundtree PlaceYpsilanti, MI —
 3,520
 8,249
 6,603
 3,520
 14,852
 18,372
 (3,262) 1992 Jun-11 40 years
Washtenaw Fountain PlazaYpsilanti, MI —
 2,030
 6,890
 701
 2,030
 7,591
 9,621
 (2,997) 2005 Jun-11 40 years
Southport Centre I - VIApple Valley, MN —
 4,602
 18,375
 505
 4,602
 18,880
 23,482
 (4,375) 1985 Jun-11 40 years
Burning Tree PlazaDuluth, MN —
 4,790
 15,761
 616
 4,790
 16,377
 21,167
 (4,693) 1987 Jun-11 40 years
Elk Park CenterElk River, MN —
 3,770
 18,255
 1,027
 3,770
 19,282
 23,052
 (6,144) 1999 Jun-11 40 years
Westwind PlazaMinnetonka, MN —
 2,630
 11,452
 904
 2,630
 12,356
 14,986
 (2,976) 2007 Jun-11 40 years
Richfield HubRichfield, MN —
 7,748
 18,517
 1,591
 7,748
 20,108
 27,856
 (4,552) 1952 Jun-11 40 years
Roseville CenterRoseville , MN —
 1,620
 8,364
 145
 1,620
 8,509
 10,129
 (2,189) 2000 Jun-11 40 years
Marketplace @ 42Savage, MN —
 5,150
 11,489
 4,807
 5,150
 16,296
 21,446
 (2,823) 1999 Jun-11 40 years
Sun Ray Shopping CenterSt. Paul, MN —
 5,250
 20,617
 2,692
 5,250
 23,309
 28,559
 (6,827) 1958 Jun-11 40 years
White Bear Hills Shopping CenterWhite Bear Lake, MN —
 1,790
 6,157
 252
 1,790
 6,409
 8,199
 (2,621) 1996 Jun-11 40 years
Ellisville SquareEllisville, MO —
 2,130
 2,907
 9,368
 2,130
 12,275
 14,405
 (2,029) 1989 Jun-11 40 years
Clocktower PlaceFlorissant, MO —
 3,590
 8,395
 2,730
 3,590
 11,125
 14,715
 (3,350) 1987 Jun-11 40 years
Hub Shopping CenterIndependence, MO —
 850
 7,600
 345
 850
 7,945
 8,795
 (3,331) 1995 Jun-11 40 years
Watts Mill PlazaKansas City, MO —
 2,610
 13,282
 1,291
 2,610
 14,573
 17,183
 (3,726) 1997 Jun-11 40 years
Liberty CornersLiberty, MO —
 2,530
 8,567
 2,242
 2,530
 10,809
 13,339
 (3,790) 1987 Jun-11 40 years
Maplewood SquareMaplewood, MO —
 1,450
 4,494
 425
 1,450
 4,919
 6,369
 (1,764) 1998 Jun-11 40 years
Clinton CrossingClinton, MS (4,048) 2,760
 9,216
 706
 2,760
 9,922
 12,682
 (2,778) 1990 Jun-11 40 years
County Line PlazaJackson, MS —
 2,820
 23,157
 6,607
 2,820
 29,764
 32,584
 (6,249) 1997 Jun-11 40 years
Devonshire PlaceCary, NC (4,671) 940
 3,674
 5,526
 940
 9,200
 10,140
 (2,241) 1996 Jun-11 40 years
McMullen Creek MarketCharlotte, NC —
 10,590
 22,874
 4,406
 10,590
 27,280
 37,870
 (6,573) 1988 Jun-11 40 years
The Commons at Chancellor ParkCharlotte, NC —
 5,240
 19,587
 2,262
 5,240
 21,849
 27,089
 (6,140) 1994 Jun-11 40 years
Macon PlazaFranklin, NC —
 770
 3,783
 195
 770
 3,978
 4,748
 (1,687) 2001 Jun-11 40 years
Garner Towne SquareGarner, NC —
 6,233
 23,097
 1,523
 6,233
 24,620
 30,853
 (5,223) 1997 Oct-13 40 years
Franklin SquareGastonia, NC —
 7,060
 27,871
 2,746
 7,060
 30,617
 37,677
 (7,774) 1989 Jun-11 40 years
Wendover PlaceGreensboro, NC —
 15,990
 39,032
 2,865
 15,990
 41,897
 57,887
 (14,127) 2000 Jun-11 40 years
University CommonsGreenville, NC —
 5,350
 26,023
 3,976
 5,350
 29,999
 35,349
 (8,157) 1996 Jun-11 40 years
Valley CrossingHickory, NC —
 2,130
 5,884
 8,826
 2,130
 14,710
 16,840
 (3,987) 2014 Jun-11 40 years
Kinston PointeKinston, NC —
 2,180
 8,479
 337
 2,180
 8,816
 10,996
 (3,886) 2001 Jun-11 40 years
Magnolia PlazaMorganton, NC —
 730
 3,059
 211
 730
 3,270
 4,000
 (599) 1990 Jun-11 40 years
Roxboro SquareRoxboro, NC —
 1,550
 8,935
 305
 1,550
 9,240
 10,790
 (3,273) 2005 Jun-11 40 years
Innes Street MarketSalisbury, NC —
 12,180
 27,275
 766
 12,180
 28,041
 40,221
 (11,037) 2002 Jun-11 40 years
CrossroadsStatesville, NC —
 6,220
 15,098
 1,320
 6,220
 16,418
 22,638
 (4,488) 1997 Jun-11 40 years
Anson StationWadesboro, NC (1,229) 910
 3,895
 267
 910
 4,162
 5,072
 (1,876) 1988 Jun-11 40 years
New Centre MarketWilmington, NC —
 5,730
 14,673
 2,595
 5,730
 17,268
 22,998
 (3,507) 1998 Jun-11 40 years
University CommonsWilmington, NC —
 6,910
 26,445
 1,946
 6,910
 28,391
 35,301
 (7,992) 2007 Jun-11 40 years
Whitaker SquareWinston Salem, NC —
 2,923
 11,824
 887
 2,923
 12,711
 15,634
 (2,432) 1996 Oct-13 40 years
Parkway PlazaWinston-Salem, NC —
 6,910
 17,009
 1,414
 6,910
 18,423
 25,333
 (5,950) 2005 Jun-11 40 years
Stratford CommonsWinston-Salem, NC —
 2,770
 9,402
 268
 2,770
 9,670
 12,440
 (2,873) 1995 Jun-11 40 years
Costs Capitalized Subsequent to Acquisition(3)
Gross Amount at Which Carried
Initial Cost to Company(2)
at the Close of the Period
Description(1)
LandBuilding & ImprovementsLand
Building & Improvements(4)
TotalAccumulated Depreciation
Year Built(5)
Date Acquired
BraesgateHouston, TX1,570 2,813 711 1,570 3,524 5,094 (1,827)1997Jun-11
BroadwayHouston, TX1,720 5,472 2,618 1,720 8,090 9,810 (3,242)2006Jun-11
Clear Lake Camino SouthHouston, TX3,320 12,136 876 3,320 13,012 16,332 (4,994)1964Jun-11
Hearthstone CornersHouston, TX5,240 14,208 1,996 5,240 16,204 21,444 (5,924)2019Jun-11
Jester VillageHouston, TX1,380 4,623 9,359 1,380 13,982 15,362 (2,981)2022Jun-11
Jones Plaza (6)Houston, TX2,110 11,450 3,801 2,110 15,251 17,361 (4,832)2024Jun-11
Jones SquareHouston, TX3,210 10,716 2,453 3,210 13,169 16,379 (5,286)1999Jun-11
MaplewoodHouston, TX1,790 5,535 1,717 1,790 7,252 9,042 (3,022)2004Jun-11
Merchants ParkHouston, TX6,580 32,200 4,125 6,580 36,325 42,905 (15,922)2009Jun-11
NorthgateHouston, TX740 1,707 1,067 740 2,774 3,514 (797)1972Jun-11
NorthshoreHouston, TX5,970 22,827 5,386 5,970 28,213 34,183 (11,942)2001Jun-11
Northtown PlazaHouston, TX4,990 18,209 5,289 4,990 23,498 28,488 (8,195)1960Jun-11
Orange GroveHouston, TX3,670 15,758 5,967 3,670 21,725 25,395 (9,191)2005Jun-11
Royal Oaks VillageHouston, TX4,620 29,536 2,265 4,620 31,801 36,421 (11,902)2001Jun-11
Tanglewilde CenterHouston, TX1,620 7,437 1,898 1,620 9,335 10,955 (4,272)1998Jun-11
West U MarketplaceHouston, TX8,554 25,511 1,044 8,554 26,555 35,109 (2,319)2000Apr-22
Westheimer CommonsHouston, TX5,160 12,866 4,795 5,160 17,661 22,821 (8,295)1984Jun-11
Crossroads Centre - PasadenaPasadena, TX4,660 11,153 7,637 4,660 18,790 23,450 (7,387)1997Jun-11
Spencer SquarePasadena, TX5,360 19,464 817 4,861 20,780 25,641 (8,995)1998Jun-11
Pearland PlazaPearland, TX3,020 9,076 2,203 3,020 11,279 14,299 (4,924)1995Jun-11
Market PlazaPlano, TX6,380 20,529 1,388 6,380 21,917 28,297 (8,864)2002Jun-11
Preston Park Village (6)Plano, TX8,506 81,652 15,933 8,505 97,586 106,091 (23,407)2024Oct-13
Keegan's MeadowStafford, TX3,300 9,947 2,106 3,300 12,053 15,353 (4,359)1999Jun-11
Lake Pointe VillageSugar Land, TX19,827 65,239 (138)19,827 65,101 84,928 (4,830)2010Jun-22
Texas City BayTexas City, TX3,780 17,928 7,727 3,780 25,655 29,435 (9,769)2005Jun-11
Windvale CenterThe Woodlands, TX3,460 9,479 4,703 3,460 14,182 17,642 (2,410)2002Jun-11
Culpeper Town SquareCulpeper, VA3,200 9,235 325 3,200 9,560 12,760 (3,723)1999Jun-11
Hanover SquareMechanicsville, VA3,540 16,145 7,037 3,557 23,165 26,722 (7,668)1991Jun-11
Cave Spring CornersRoanoke, VA3,060 11,284 1,362 3,060 12,646 15,706 (6,779)2005Jun-11
Hunting HillsRoanoke, VA1,150 7,661 2,376 1,116 10,071 11,187 (5,379)1989Jun-11
Hilltop PlazaVirginia Beach, VA5,170 21,956 5,709 5,154 27,681 32,835 (10,687)2010Jun-11
Rutland PlazaRutland, VT2,130 20,924 1,858 2,130 22,782 24,912 (8,611)1997Jun-11
Mequon PavilionsMequon, WI7,520 29,714 12,756 7,520 42,470 49,990 (15,663)1967Jun-11
Moorland Square Shopping CtrNew Berlin, WI2,080 9,256 2,212 2,080 11,468 13,548 (4,798)1990Jun-11
Paradise PavilionWest Bend, WI1,865 15,704 1,334 1,865 17,038 18,903 (8,519)2000Jun-11
Grand Central PlazaParkersburg, WV670 5,704 1,503 670 7,207 7,877 (1,979)1986Jun-11
Remaining portfolioVarious— — 231 — 231 231 (8)
$1,826,297 $7,267,296 $1,902,294 $1,794,011 $9,201,876 $10,995,887 $(3,198,980)

(1) As of December 31, 2023, 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.
         Subsequent to Acquisition Gross Amount at Which Carried       Life on Which Depreciated - Latest Income Statement
     Initial Cost to Company  at the Close of the Period       
Description Encumbrances Land Building & Improvements  Land Building & Improvements Total Accumulated Depreciation 
Year Constructed(1)
 Date Acquired 
Bedford GroveBedford, NH —
 3,400
 17,627
 3,650
 3,400
 21,277
 24,677
 (6,132) 1989 Jun-11 40 years
Capitol Shopping CenterConcord, NH —
 2,160
 11,361
 1,290
 2,160
 12,651
 14,811
 (4,655) 2001 Jun-11 40 years
Willow Springs PlazaNashua , NH (13,739) 3,490
 19,290
 1,195
 3,490
 20,485
 23,975
 (5,384) 1990 Jun-11 40 years
Seacoast Shopping CenterSeabrook , NH (4,634) 2,230
 7,956
 819
 2,230
 8,775
 11,005
 (1,459) 1991 Jun-11 40 years
Tri-City PlazaSomersworth, NH —
 1,900
 9,682
 4,985
 1,900
 14,667
 16,567
 (4,138) 1990 Jun-11 40 years
Laurel SquareBrick, NJ (9,072) 5,400
 19,256
 1,454
 5,400
 20,710
 26,110
 (5,113) 2003 Jun-11 40 years
the Shoppes at CinnaminsonCinnaminson, NJ —
 6,030
 45,126
 3,639
 6,030
 48,765
 54,795
 (11,746) 2010 Jun-11 40 years
Acme ClarkClark, NJ (4,155) 2,630
 8,351
 28
 2,630
 8,379
 11,009
 (2,391) 2007 Jun-11 40 years
Collegetown Shopping CenterGlassboro, NJ —
 1,560
 15,512
 7,856
 1,560
 23,368
 24,928
 (7,250) 1966 Jun-11 40 years
Hamilton PlazaHamilton, NJ (2,555) 1,580
 8,573
 3,459
 1,580
 12,032
 13,612
 (2,749) 1972 Jun-11 40 years
Bennetts Mills PlazaJackson, NJ (12,144) 3,130
 16,922
 509
 3,130
 17,431
 20,561
 (4,237) 2002 Jun-11 40 years
Lakewood PlazaLakewood, NJ —
 5,090
 25,781
 842
 5,090
 26,623
 31,713
 (7,650) 1966 Jun-11 40 years
Marlton CrossingMarlton, NJ —
 5,950
 45,186
 11,103
 5,950
 56,289
 62,239
 (15,394) 2018 Jun-11 40 years
Middletown PlazaMiddletown, NJ (16,534) 5,060
 40,870
 2,482
 5,060
 43,352
 48,412
 (10,034) 2001 Jun-11 40 years
Larchmont CentreMount Laurel, NJ (7,000) 4,421
 14,787
 133
 4,421
 14,920
 19,341
 (1,872) 1985 Jun-15 40 years
Old Bridge GatewayOld Bridge, NJ —
 7,200
 36,889
 3,931
 7,200
 40,820
 48,020
 (10,422) 1995 Jun-11 40 years
Morris Hills Shopping CenterParsippany, NJ —
 3,970
 28,892
 5,401
 3,970
 34,293
 38,263
 (7,393) 1994 Jun-11 40 years
Rio Grande PlazaRio Grande, NJ —
 1,660
 11,840
 1,071
 1,660
 12,911
 14,571
 (3,407) 1997 Jun-11 40 years
Ocean Heights PlazaSomers Point, NJ —
 6,110
 34,462
 1,868
 6,110
 36,330
 42,440
 (7,575) 2006 Jun-11 40 years
Springfield PlaceSpringfield, NJ —
 1,150
 4,310
 2,070
 1,773
 5,757
 7,530
 (1,257) 1965 Jun-11 40 years
Tinton Falls PlazaTinton Falls, NJ —
 3,080
 11,550
 548
 3,080
 12,098
 15,178
 (3,303) 2006 Jun-11 40 years
Cross Keys CommonsTurnersville, NJ —
 5,840
 32,004
 4,681
 5,840
 36,685
 42,525
 (8,588) 1989 Jun-11 40 years
Dover Park PlazaYardville, NJ —
 1,030
 7,280
 733
 1,030
 8,013
 9,043
 (1,803) 2005 Jun-11 40 years
St Francis PlazaSanta Fe, NM —
 1,110
 4,843
 —
 1,110
 4,843
 5,953
 (1,171) 1993 Jun-11 40 years
Smith'sSocorro, NM (1,331) 600
 5,312
 (2,061) 600
 3,251
 3,851
 (2,074) 1976 Jun-11 40 years
Parkway PlazaCarle Place, NY —
 5,790
 19,234
 2,615
 5,790
 21,849
 27,639
 (4,498) 1993 Jun-11 40 years
Erie Canal CentreDewitt, NY (2,283) 1,080
 3,957
 14,940
 1,080
 18,897
 19,977
 (1,759) 2018 Jun-11 40 years
Unity PlazaEast Fishkill, NY (5,414) 2,100
 13,935
 134
 2,100
 14,069
 16,169
 (3,067) 2005 Jun-11 40 years
Suffolk PlazaEast Setauket, NY —
 2,780
 9,937
 758
 2,780
 10,695
 13,475
 (2,032) 1998 Jun-11 40 years
Three Village Shopping CenterEast Setauket, NY —
 5,310
 15,704
 322
 5,310
 16,026
 21,336
 (3,744) 1991 Jun-11 40 years
Stewart PlazaGarden City, NY —
 6,040
 20,987
 1,478
 6,040
 22,465
 28,505
 (6,460) 1990 Jun-11 40 years
Dalewood I, II & III Shopping CenterHartsdale, NY —
 6,900
 56,902
 2,874
 6,900
 59,776
 66,676
 (11,454) 1972 Jun-11 40 years
Cayuga MallIthaca, NY (6,873) 1,180
 9,104
 3,652
 1,180
 12,756
 13,936
 (3,570) 1969 Jun-11 40 years
Kings Park PlazaKings Park, NY —
 4,790
 11,100
 2,128
 4,790
 13,228
 18,018
 (3,021) 1985 Jun-11 40 years
Village Square Shopping CenterLarchmont, NY —
 1,320
 4,808
 883
 1,320
 5,691
 7,011
 (1,025) 1981 Jun-11 40 years
Falcaro's PlazaLawrence, NY —
 3,410
 8,822
 1,829
 3,410
 10,651
 14,061
 (1,927) 1972 Jun-11 40 years
Mamaroneck CentreMamaroneck, NY —
 1,460
 765
 4,203
 2,198
 4,230
 6,428
 (210) 2018 Jun-11 40 years
Sunshine SquareMedford, NY —
 7,350
 23,359
 1,906
 7,350
 25,265
 32,615
 (6,130) 2007 Jun-11 40 years
Wallkill PlazaMiddletown, NY —
 1,360
 7,814
 3,027
 1,360
 10,841
 12,201
 (4,114) 1986 Jun-11 40 years
Monroe PlazaMonroe, NY (8,054) 1,840
 16,111
 573
 1,840
 16,684
 18,524
 (5,094) 1985 Jun-11 40 years
Rockland PlazaNanuet, NY (28,385) 10,700
 59,163
 9,021
 11,097
 67,787
 78,884
 (13,438) 2006 Jun-11 40 years
North Ridge Shopping CenterNew Rochelle, NY —
 4,910
 9,253
 966
 4,910
 10,219
 15,129
 (2,080) 1971 Jun-11 40 years
Nesconset Shopping CenterPort Jefferson Station, NY —
 5,510
 20,215
 3,122
 5,510
 23,337
 28,847
 (5,775) 1961 Jun-11 40 years
Roanoke PlazaRiverhead, NY —
 5,050
 15,110
 1,436
 5,050
 16,546
 21,596
 (4,419) 2002 Jun-11 40 years
Rockville CentreRockville Centre, NY —
 3,590
 6,935
 140
 3,590
 7,075
 10,665
 (1,766) 1975 Jun-11 40 years
Mohawk Acres PlazaRome, NY (4,574) 1,720
 13,408
 1,024
 1,720
 14,432
 16,152
 (4,200) 2005 Jun-11 40 years
College PlazaSelden, NY —
 6,330
 11,494
 15,608
 6,865
 26,567
 33,432
 (6,457) 2013 Jun-11 40 years
Campus PlazaVestal, NY —
 1,170
 16,075
 633
 1,170
 16,708
 17,878
 (5,551) 2003 Jun-11 40 years
Parkway PlazaVestal, NY —
 2,168
 18,651
 1,577
 2,168
 20,228
 22,396
 (7,267) 1995 Jun-11 40 years
Shoppes at VestalVestal, NY —
 1,340
 14,730
 72
 1,340
 14,802
 16,142
 (2,942) 2000 Jun-11 40 years
Town Square MallVestal, NY —
 2,520
 40,790
 5,198
 2,520
 45,988
 48,508
 (12,003) 1991 Jun-11 40 years
The Plaza at Salmon RunWatertown, NY —
 1,420
 12,243
 (3,102) 1,420
 9,141
 10,561
 (3,112) 1993 Jun-11 40 years
Highridge PlazaYonkers, NY —
 6,020
 16,388
 2,562
 6,020
 18,950
 24,970
 (3,695) 1977 Jun-11 40 years
Brunswick Town CenterBrunswick, OH (10,459) 2,930
 18,531
 656
 2,930
 19,187
 22,117
 (4,184) 2004 Jun-11 40 years
(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.
         Subsequent to Acquisition Gross Amount at Which Carried       Life on Which Depreciated - Latest Income Statement
     Initial Cost to Company  at the Close of the Period       
Description Encumbrances Land Building & Improvements  Land Building & Improvements Total Accumulated Depreciation 
Year Constructed(1)
 Date Acquired 
30th Street PlazaCanton, OH —
 1,950
 14,383
 676
 1,950
 15,059
 17,009
 (4,704) 1999 Jun-11 40 years
Brentwood PlazaCincinnati, OH —
 5,090
 19,703
 2,336
 5,090
 22,039
 27,129
 (5,831) 2004 Jun-11 40 years
Delhi Shopping CenterCincinnati, OH —
 3,690
 7,897
 1,804
 3,690
 9,701
 13,391
 (2,986) 1973 Jun-11 40 years
Harpers StationCincinnati, OH —
 3,110
 25,054
 6,739
 3,987
 30,916
 34,903
 (7,683) 1994 Jun-11 40 years
Western Hills PlazaCincinnati, OH —
 8,690
 27,598
 655
 8,690
 28,253
 36,943
 (9,106) 1954 Jun-11 40 years
Western VillageCincinnati, OH —
 3,370
 12,423
 602
 3,420
 12,975
 16,395
 (3,598) 2005 Jun-11 40 years
Crown PointColumbus, OH —
 2,120
 14,518
 1,579
 2,120
 16,097
 18,217
 (4,648) 1980 Jun-11 40 years
Greentree Shopping CenterColumbus, OH (4,858) 1,920
 12,024
 277
 1,920
 12,301
 14,221
 (3,983) 2005 Jun-11 40 years
Brandt Pike PlaceDayton, OH —
 616
 1,694
 16
 616
 1,710
 2,326
 (621) 2008 Jun-11 40 years
South Towne CentreDayton, OH (14,573) 4,990
 42,539
 6,534
 4,990
 49,073
 54,063
 (13,966) 1972 Jun-11 40 years
Southland Shopping CenterMiddleburg Heights, OH (34,996) 5,940
 54,258
 7,598
 5,940
 61,856
 67,796
 (18,190) 1951 Jun-11 40 years
The Shoppes at North OlmstedNorth Olmsted, OH —
 510
 3,987
 16
 510
 4,003
 4,513
 (1,193) 2002 Jun-11 40 years
Surrey SquareNorwood, OH (5,062) 3,900
 17,865
 1,784
 3,900
 19,649
 23,549
 (5,893) 2010 Jun-11 40 years
Market PlacePiqua, OH —
 390
 3,993
 1,257
 390
 5,250
 5,640
 (2,096) 1972 Jun-11 40 years
Brice ParkReynoldsburg, OH —
 2,820
 12,075
 1,227
 2,820
 13,302
 16,122
 (3,711) 1989 Jun-11 40 years
Streetsboro CrossingStreetsboro, OH —
 640
 5,716
 728
 640
 6,444
 7,084
 (2,129) 2002 Jun-11 40 years
Miracle Mile Shopping PlazaToledo, OH (4,291) 1,510
 15,374
 2,153
 1,510
 17,527
 19,037
 (5,791) 1955 Jun-11 40 years
Southland Shopping PlazaToledo, OH —
 2,440
 10,390
 1,972
 2,440
 12,362
 14,802
 (3,909) 1988 Jun-11 40 years
Wadsworth CrossingsWadsworth, OH —
 7,004
 13,375
 2,085
 7,004
 15,460
 22,464
 (3,656) 2005 Oct-13 40 years
Northgate PlazaWesterville, OH —
 300
 1,204
 340
 300
 1,544
 1,844
 (519) 2008 Jun-11 40 years
MarketplaceTulsa, OK —
 5,040
 12,401
 2,869
 5,040
 15,270
 20,310
 (5,035) 1992 Jun-11 40 years
Village WestAllentown, PA —
 4,180
 23,200
 1,480
 4,180
 24,680
 28,860
 (6,402) 1999 Jun-11 40 years
Park Hills PlazaAltoona, PA —
 4,390
 22,521
 1,994
 4,390
 24,515
 28,905
 (7,348) 1985 Jun-11 40 years
Bensalem SquareBensalem, PA —
 1,800
 5,826
 149
 1,800
 5,975
 7,775
 (1,797) 1986 Jun-11 40 years
Bethel Park Shopping CenterBethel Park, PA (9,358) 3,060
 18,299
 1,865
 3,060
 20,164
 23,224
 (6,999) 1965 Jun-11 40 years
Bethlehem SquareBethlehem, PA —
 8,830
 36,724
 1,746
 8,830
 38,470
 47,300
 (11,138) 1994 Jun-11 40 years
Lehigh Shopping CenterBethlehem, PA —
 6,980
 32,744
 3,344
 6,980
 36,088
 43,068
 (12,601) 1955 Jun-11 40 years
Bristol ParkBristol, PA —
 3,180
 20,972
 1,463
 3,180
 22,435
 25,615
 (7,300) 1993 Jun-11 40 years
Chalfont Village Shopping CenterChalfont, PA —
 1,040
 3,714
 (82) 1,040
 3,632
 4,672
 (914) 1989 Jun-11 40 years
New Britain Village SquareChalfont, PA —
 4,250
 24,130
 1,619
 4,250
 25,749
 29,999
 (5,974) 1989 Jun-11 40 years
Collegeville Shopping CenterCollegeville, PA —
 3,410
 6,564
 3,798
 3,410
 10,362
 13,772
 (2,168) 2018 Jun-11 40 years
Whitemarsh Shopping CenterConshohocken, PA —
 3,410
 11,607
 537
 3,410
 12,144
 15,554
 (3,053) 2002 Jun-11 40 years
Valley FairDevon, PA —
 1,810
 8,128
 1,468
 1,810
 9,596
 11,406
 (3,984) 2001 Jun-11 40 years
Dickson City CrossingsDickson City, PA —
 3,780
 30,213
 1,670
 4,800
 30,863
 35,663
 (9,650) 1997 Jun-11 40 years
Dillsburg Shopping CenterDillsburg, PA —
 1,670
 15,799
 1,433
 1,670
 17,232
 18,902
 (4,935) 1994 Jun-11 40 years
Barn PlazaDoylestown, PA —
 8,780
 28,452
 2,078
 8,780
 30,530
 39,310
 (9,281) 2002 Jun-11 40 years
Pilgrim GardensDrexel Hill, PA —
 2,090
 4,890
 4,526
 2,090
 9,416
 11,506
 (2,541) 1955 Jun-11 40 years
Mount Carmel PlazaGlenside, PA —
 380
 839
 69
 380
 908
 1,288
 (228) 1975 Jun-11 40 years
Kline PlazaHarrisburg, PA —
 2,300
 12,834
 1,534
 2,300
 14,368
 16,668
 (6,697) 1952 Jun-11 40 years
New Garden CenterKennett Square, PA (2,019) 2,240
 6,752
 1,684
 2,240
 8,436
 10,676
 (2,567) 1979 Jun-11 40 years
Stone Mill PlazaLancaster, PA —
 2,490
 12,445
 477
 2,490
 12,922
 15,412
 (4,060) 2008 Jun-11 40 years
Woodbourne SquareLanghorne, PA —
 1,640
 4,081
 454
 1,640
 4,535
 6,175
 (1,087) 1984 Jun-11 40 years
North Penn Market PlaceLansdale, PA —
 3,060
 5,008
 1,191
 3,060
 6,199
 9,259
 (1,453) 1977 Jun-11 40 years
New Holland Shopping CenterNew Holland, PA —
 890
 3,340
 545
 890
 3,885
 4,775
 (1,426) 1995 Jun-11 40 years
Village at NewtownNewtown, PA —
 7,690
 36,534
 7,289
 7,690
 43,823
 51,513
 (8,529) 1989 Jun-11 40 years
Cherry SquareNorthampton, PA —
 950
 6,804
 131
 950
 6,935
 7,885
 (2,655) 1989 Jun-11 40 years
IvyridgePhiladelphia, PA (13,054) 7,100
 18,292
 1,749
 7,100
 20,041
 27,141
 (3,925) 1963 Jun-11 40 years
Roosevelt MallPhiladelphia, PA (46,536) 8,820
 87,603
 5,658
 8,820
 93,261
 102,081
 (23,831) 1964 Jun-11 40 years
Shoppes at Valley ForgePhoenixville, PA —
 2,010
 12,590
 595
 2,010
 13,185
 15,195
 (4,798) 2003 Jun-11 40 years
County Line PlazaSouderton, PA —
 910
 7,608
 2,077
 910
 9,685
 10,595
 (3,628) 1971 Jun-11 40 years
69th Street PlazaUpper Darby, PA —
 640
 4,362
 81
 640
 4,443
 5,083
 (1,441) 1994 Jun-11 40 years
Warminster Towne CenterWarminster, PA —
 4,310
 35,284
 1,503
 4,310
 36,787
 41,097
 (9,255) 1997 Jun-11 40 years
Shops at ProspectWest Hempfield, PA —
 760
 6,454
 487
 760
 6,941
 7,701
 (2,058) 1994 Jun-11 40 years


         Subsequent to Acquisition Gross Amount at Which Carried       Life on Which Depreciated - Latest Income Statement
     Initial Cost to Company  at the Close of the Period       
Description Encumbrances Land Building & Improvements  Land Building & Improvements Total Accumulated Depreciation 
Year Constructed(1)
 Date Acquired 
Whitehall SquareWhitehall, PA —
 4,350
 31,016
 1,606
 4,350
 32,622
 36,972
 (8,503) 2006 Jun-11 40 years
Wilkes-Barre Township MarketplaceWilkes-Barre , PA —
 2,180
 16,636
 2,066
 2,180
 18,702
 20,882
 (5,992) 2004 Jun-11 40 years
Belfair Towne VillageBluffton, SC —
 4,265
 31,129
 1,073
 4,265
 32,202
 36,467
 (5,563) 2006 Jun-11 40 years
Milestone PlazaGreenville, SC —
 2,563
 15,506
 2,309
 2,563
 17,815
 20,378
 (2,670) 1995 Oct-13 40 years
Circle CenterHilton Head, SC —
 3,010
 5,773
 428
 3,010
 6,201
 9,211
 (2,034) 2000 Jun-11 40 years
Island PlazaJames Island, SC —
 2,940
 8,805
 1,790
 2,940
 10,595
 13,535
 (4,080) 1994 Jun-11 40 years
Festival CentreNorth Charleston, SC —
 3,630
 8,449
 5,879
 3,630
 14,328
 17,958
 (4,341) 1987 Jun-11 40 years
Fairview Corners I & IISimpsonville, SC —
 2,370
 16,672
 1,981
 2,370
 18,653
 21,023
 (4,941) 2003 Jun-11 40 years
Hillcrest Market PlaceSpartanburg, SC —
 4,190
 34,172
 5,250
 4,190
 39,422
 43,612
 (11,423) 1965 Jun-11 40 years
Shoppes at Hickory HollowAntioch, TN —
 3,650
 10,206
 603
 3,650
 10,809
 14,459
 (3,664) 1986 Jun-11 40 years
East Ridge CrossingChattanooga , TN (3,305) 1,230
 4,007
 179
 1,230
 4,186
 5,416
 (1,533) 1999 Jun-11 40 years
Watson Glen Shopping CenterFranklin, TN —
 5,220
 13,451
 2,382
 5,220
 15,833
 21,053
 (5,147) 1988 Jun-11 40 years
Williamson SquareFranklin, TN —
 7,730
 22,403
 6,606
 7,730
 29,009
 36,739
 (10,704) 1988 Jun-11 40 years
Greensboro VillageGallatin, TN —
 1,503
 13,369
 280
 1,503
 13,649
 15,152
 (2,518) 2005 Oct-13 40 years
Greeneville CommonsGreeneville, TN —
 2,880
 13,074
 548
 2,880
 13,622
 16,502
 (5,606) 2002 Jun-11 40 years
Oakwood CommonsHermitage, TN —
 6,840
 17,835
 3,369
 6,840
 21,204
 28,044
 (7,243) 1989 Jun-11 40 years
Kimball CrossingKimball, TN —
 1,860
 18,473
 993
 1,860
 19,466
 21,326
 (9,466) 2007 Jun-11 40 years
Kingston OverlookKnoxville, TN (5,574) 2,060
 5,499
 1,743
 2,060
 7,242
 9,302
 (2,087) 1996 Jun-11 40 years
Farrar PlaceManchester, TN (1,083) 470
 2,760
 432
 470
 3,192
 3,662
 (1,287) 1989 Jun-11 40 years
The Commons at WolfcreekMemphis, TN —
 22,530
 50,197
 20,404
 23,239
 69,892
 93,131
 (16,222) 2014 Jun-11 40 years
Georgetown SquareMurfreesboro, TN (5,709) 3,250
 7,405
 2,011
 3,716
 8,950
 12,666
 (2,595) 2003 Jun-11 40 years
Nashboro VillageNashville, TN —
 2,243
 11,564
 205
 2,243
 11,769
 14,012
 (2,497) 1998 Oct-13 40 years
Commerce CentralTullahoma, TN (6,558) 1,240
 12,143
 365
 1,240
 12,508
 13,748
 (5,004) 1995 Jun-11 40 years
Merchant's CentralWinchester, TN —
 1,480
 11,904
 425
 1,480
 12,329
 13,809
 (4,216) 1997 Jun-11 40 years
Palm PlazaAransas, TX (1,214) 680
 2,218
 552
 680
 2,770
 3,450
 (927) 2002 Jun-11 40 years
Bardin Place CenterArlington, TX —
 10,690
 30,907
 2,040
 10,690
 32,947
 43,637
 (7,861) 1993 Jun-11 40 years
Parmer CrossingAustin, TX (4,898) 3,730
 10,065
 1,425
 3,730
 11,490
 15,220
 (3,316) 1989 Jun-11 40 years
Baytown Shopping CenterBaytown, TX (3,643) 3,410
 6,465
 592
 3,410
 7,057
 10,467
 (2,812) 1987 Jun-11 40 years
Cedar BellaireBellaire, TX (2,107) 2,760
 4,179
 84
 2,760
 4,263
 7,023
 (1,036) 1994 Jun-11 40 years
El CaminoBellaire, TX (1,579) 1,320
 3,632
 274
 1,320
 3,906
 5,226
 (1,521) 2008 Jun-11 40 years
Bryan SquareBryan, TX (1,229) 820
 2,358
 110
 820
 2,468
 3,288
 (1,006) 2008 Jun-11 40 years
TownshireBryan, TX —
 1,790
 6,356
 661
 1,790
 7,017
 8,807
 (2,650) 2002 Jun-11 40 years
Plantation PlazaClute, TX —
 1,090
 7,207
 115
 1,090
 7,322
 8,412
 (3,208) 1997 Jun-11 40 years
Central StationCollege Station, TX (11,121) 4,340
 21,179
 2,325
 4,340
 23,504
 27,844
 (6,075) 1976 Jun-11 40 years
Rock Prairie CrossingCollege Station, TX —
 2,401
 13,436
 95
 2,401
 13,531
 15,932
 (4,736) 2002 Jun-11 40 years
Carmel VillageCorpus Christi, TX (1,990) 1,900
 4,198
 701
 1,900
 4,899
 6,799
 (1,369) 1993 Jun-11 40 years
Five PointsCorpus Christi, TX —
 2,760
 16,464
 12,066
 2,760
 28,530
 31,290
 (7,164) 1985 Jun-11 40 years
Claremont VillageDallas, TX (1,619) 1,700
 2,953
 154
 1,700
 3,107
 4,807
 (1,864) 1976 Jun-11 40 years
Jeff DavisDallas, TX (2,065) 1,390
 2,937
 259
 1,390
 3,196
 4,586
 (1,025) 1975 Jun-11 40 years
Stevens Park VillageDallas, TX (1,756) 1,270
 2,350
 1,382
 1,270
 3,732
 5,002
 (1,309) 1974 Jun-11 40 years
Webb Royal PlazaDallas, TX (3,198) 2,470
 4,666
 1,810
 2,470
 6,476
 8,946
 (2,026) 1961 Jun-11 40 years
Wynnewood VillageDallas, TX (11,910) 16,427
 40,688
 4,216
 16,427
 44,904
 61,331
 (12,602) 2006 Jun-11 40 years
ParktownDeer Park, TX (3,512) 2,790
 6,930
 862
 2,790
 7,792
 10,582
 (3,614) 1999 Jun-11 40 years
Kenworthy CrossingEl Paso, TX —
 2,370
 5,396
 369
 2,370
 5,765
 8,135
 (1,726) 2003 Jun-11 40 years
Preston RidgeFrisco, TX —
 25,820
 122,667
 13,436
 25,820
 136,103
 161,923
 (32,844) 2018 Jun-11 40 years
Forest Hills VillageFt. Worth, TX (1,457) 1,220
 2,779
 139
 1,220
 2,918
 4,138
 (1,233) 1968 Jun-11 40 years
Ridglea PlazaFt. Worth, TX (6,275) 2,770
 16,033
 342
 2,770
 16,375
 19,145
 (5,524) 1990 Jun-11 40 years
Trinity CommonsFt. Worth, TX —
 5,780
 26,015
 2,103
 5,780
 28,118
 33,898
 (9,349) 1998 Jun-11 40 years
Village PlazaGarland, TX (3,239) 3,230
 6,529
 984
 3,230
 7,513
 10,743
 (2,298) 2002 Jun-11 40 years
North Hills VillageHaltom City, TX (453) 940
 2,378
 114
 940
 2,492
 3,432
 (955) 1998 Jun-11 40 years
Highland Village Town CenterHighland Village, TX (3,562) 3,370
 5,269
 482
 3,370
 5,751
 9,121
 (1,235) 1996 Jun-11 40 years
Bay ForestHouston, TX (2,868) 1,500
 6,541
 87
 1,500
 6,628
 8,128
 (2,246) 2004 Jun-11 40 years
Beltway SouthHouston, TX —
 3,340
 9,666
 473
 3,340
 10,139
 13,479
 (3,164) 1998 Jun-11 40 years
Braes HeightsHouston, TX (4,916) 1,700
 14,971
 1,505
 1,700
 16,476
 18,176
 (3,805) 2018 Jun-11 40 years
Braes LinkHouston, TX —
 850
 6,479
 175
 850
 6,654
 7,504
 (1,381) 1999 Jun-11 40 years


         Subsequent to Acquisition Gross Amount at Which Carried       Life on Which Depreciated - Latest Income Statement
     Initial Cost to Company  at the Close of the Period       
Description Encumbrances Land Building & Improvements  Land Building & Improvements Total Accumulated Depreciation 
Year Constructed(1)
 Date Acquired 
Braes Oaks CenterHouston, TX (1,317) 1,310
 3,743
 594
 1,310
 4,337
 5,647
 (1,030) 1992 Jun-11 40 years
BraesgateHouston, TX —
 1,570
 2,723
 118
 1,570
 2,841
 4,411
 (1,501) 1997 Jun-11 40 years
BroadwayHouston, TX (2,429) 1,720
 5,362
 997
 1,720
 6,359
 8,079
 (1,954) 2006 Jun-11 40 years
Clear Lake Camino SouthHouston, TX (4,939) 3,320
 11,916
 872
 3,320
 12,788
 16,108
 (3,466) 1964 Jun-11 40 years
Hearthstone CornersHouston, TX —
 5,240
 13,586
 1,023
 5,240
 14,609
 19,849
 (5,556) 1998 Jun-11 40 years
Jester VillageHouston, TX —
 1,380
 4,411
 326
 1,380
 4,737
 6,117
 (1,114) 1988 Jun-11 40 years
Jones PlazaHouston, TX —
 2,110
 9,561
 1,919
 2,110
 11,480
 13,590
 (1,906) 2000 Jun-11 40 years
Jones SquareHouston, TX —
 3,210
 10,614
 237
 3,210
 10,851
 14,061
 (3,557) 1999 Jun-11 40 years
MaplewoodHouston, TX (2,634) 1,790
 5,438
 314
 1,790
 5,752
 7,542
 (2,096) 2004 Jun-11 40 years
Merchants ParkHouston, TX (12,349) 6,580
 31,453
 2,890
 6,580
 34,343
 40,923
 (9,812) 2009 Jun-11 40 years
NorthgateHouston, TX (936) 740
 1,320
 223
 740
 1,543
 2,283
 (615) 1972 Jun-11 40 years
NorthshoreHouston, TX (9,969) 5,970
 21,998
 3,005
 5,970
 25,003
 30,973
 (6,793) 2001 Jun-11 40 years
Northtown PlazaHouston, TX (7,489) 4,990
 17,014
 1,977
 4,990
 18,991
 23,981
 (4,486) 1960 Jun-11 40 years
Northwood PlazaHouston, TX —
 2,730
 10,023
 1,107
 2,730
 11,130
 13,860
 (3,817) 1972 Jun-11 40 years
Orange GroveHouston, TX —
 3,670
 15,444
 1,487
 3,670
 16,931
 20,601
 (5,913) 2005 Jun-11 40 years
Pinemont Shopping CenterHouston, TX —
 1,673
 4,563
 3
 1,673
 4,566
 6,239
 (2,227) 1999 Jun-11 40 years
Royal Oaks VillageHouston, TX —
 4,620
 29,379
 752
 4,620
 30,131
 34,751
 (7,617) 2001 Jun-11 40 years
Tanglewilde CenterHouston, TX (2,915) 1,620
 7,088
 378
 1,620
 7,466
 9,086
 (2,353) 1998 Jun-11 40 years
Westheimer CommonsHouston, TX —
 5,160
 11,529
 4,287
 5,160
 15,816
 20,976
 (5,141) 1984 Jun-11 40 years
Fry Road CrossingKaty, TX —
 6,030
 19,659
 1,121
 6,030
 20,780
 26,810
 (6,887) 2005 Jun-11 40 years
Washington SquareKaufman, TX (891) 880
 1,930
 791
 880
 2,721
 3,601
 (842) 1978 Jun-11 40 years
Jefferson ParkMount Pleasant, TX (2,226) 870
 4,919
 1,516
 870
 6,435
 7,305
 (2,184) 2001 Jun-11 40 years
Winwood Town CenterOdessa, TX —
 2,850
 27,507
 2,533
 2,850
 30,040
 32,890
 (9,367) 2002 Jun-11 40 years
Crossroads Centre - PasadenaPasadena, TX (7,786) 4,660
 10,870
 521
 4,660
 11,391
 16,051
 (4,081) 1997 Jun-11 40 years
Spencer SquarePasadena, TX (11,330) 5,360
 19,356
 991
 5,360
 20,347
 25,707
 (6,411) 1998 Jun-11 40 years
Pearland PlazaPearland, TX —
 3,020
 8,431
 1,356
 3,020
 9,787
 12,807
 (3,010) 1995 Jun-11 40 years
Market PlazaPlano, TX (7,257) 6,380
 19,762
 1,085
 6,380
 20,847
 27,227
 (6,409) 2002 Jun-11 40 years
Preston Park VillagePlano, TX —
 8,506
 79,829
 3,144
 8,506
 82,973
 91,479
 (13,404) 1985 Oct-13 40 years
Northshore PlazaPortland, TX —
 3,510
 7,979
 884
 3,510
 8,863
 12,373
 (3,981) 2000 Jun-11 40 years
Klein SquareSpring, TX (3,219) 1,220
 6,715
 835
 1,220
 7,550
 8,770
 (1,921) 1999 Jun-11 40 years
Keegan's MeadowStafford, TX —
 3,300
 9,671
 1,279
 3,300
 10,950
 14,250
 (3,200) 1999 Jun-11 40 years
Texas City BayTexas City, TX (5,999) 3,780
 15,360
 760
 3,780
 16,120
 19,900
 (4,329) 2005 Jun-11 40 years
Windvale CenterThe Woodlands, TX (4,295) 3,460
 9,282
 574
 3,460
 9,856
 13,316
 (2,689) 2002 Jun-11 40 years
The Centre at NavarroVictoria, TX (3,356) 1,490
 6,389
 335
 1,490
 6,724
 8,214
 (1,110) 2005 Jun-11 40 years
Spradlin FarmChristiansburg, VA —
 3,860
 22,355
 1,969
 3,860
 24,324
 28,184
 (6,676) 2000 Jun-11 40 years
Culpeper Town SquareCulpeper, VA —
 3,200
 9,061
 1,147
 3,200
 10,208
 13,408
 (4,148) 1999 Jun-11 40 years
Hanover SquareMechanicsville, VA —
 3,540
 14,621
 1,882
 3,540
 16,503
 20,043
 (3,633) 1991 Jun-11 40 years
Tuckernuck SquareRichmond, VA —
 2,400
 9,294
 1,426
 2,400
 10,720
 13,120
 (2,417) 1981 Jun-11 40 years
Cave Spring CornersRoanoke, VA —
 3,060
 11,178
 646
 3,060
 11,824
 14,884
 (4,256) 2005 Jun-11 40 years
Hunting HillsRoanoke, VA —
 1,150
 7,406
 2,248
 1,150
 9,654
 10,804
 (2,648) 1989 Jun-11 40 years
Valley CommonsSalem , VA (2,074) 220
 1,041
 130
 220
 1,171
 1,391
 (237) 1988 Jun-11 40 years
Lake Drive PlazaVinton, VA (7,437) 2,330
 12,336
 1,110
 2,330
 13,446
 15,776
 (4,753) 2008 Jun-11 40 years
Hilltop PlazaVirginia Beach, VA —
 5,154
 21,305
 2,470
 5,154
 23,775
 28,929
 (6,535) 2010 Jun-11 40 years
Ridgeview CentreWise, VA (3,906) 2,080
 8,044
 2,225
 2,080
 10,269
 12,349
 (2,751) 1990 Jun-11 40 years
Rutland PlazaRutland, VT —
 2,130
 20,904
 454
 2,130
 21,358
 23,488
 (6,054) 1997 Jun-11 40 years
Spring MallGreenfield, WI —
 2,540
 15,864
 594
 2,540
 16,458
 18,998
 (3,902) 2003 Jun-11 40 years
Mequon PavilionsMequon, WI —
 7,520
 28,244
 5,206
 7,520
 33,450
 40,970
 (8,241) 1967 Jun-11 40 years
Moorland Square Shopping CtrNew Berlin, WI —
 2,080
 9,050
 1,015
 2,080
 10,065
 12,145
 (3,240) 1990 Jun-11 40 years
Paradise PavilionWest Bend, WI —
 1,510
 15,536
 965
 1,510
 16,501
 18,011
 (5,845) 2000 Jun-11 40 years
Moundsville PlazaMoundsville, WV —
 1,650
 10,103
 1,221
 1,650
 11,324
 12,974
 (4,238) 2004 Jun-11 40 years
Grand Central PlazaParkersburg, WV —
 670
 5,704
 242
 670
 5,946
 6,616
 (1,658) 1986 Jun-11 40 years
Remaining portfolioVarious —
 5,385
 —
 24,228
 5,805
 23,808
 29,613
 (364)     
   $(902,717) $1,953,915
 $7,863,216
 $1,104,360
 $1,984,309
 $8,937,182
 $10,921,491
 $(2,361,070)      
        (1) Year constructed is calculated based on the year of the most recent redevelopment of the shopping center or based on year built if no redevelopment has occurred.         

TheAs of December 31, 2023, the aggregate cost for Federalfederal income tax purposes was approximately $11.9 billion at December 31, 2017.


$12.1 billion.
F-46

Year Ending December 31,
2017 2016 2015
Year Ending December 31,Year Ending December 31,
2023202320222021
[a] Reconciliation of total real estate carrying value is as follows:     
Balance at beginning of period$11,009,058
 $10,932,850
 $10,802,249
Balance at beginning of year
Balance at beginning of year
Balance at beginning of year
Acquisitions and improvements408,570
 236,590
 252,242
Real estate held for sale(34,169) —
 —
Impairment of real estate(27,300) (3,176) —
Cost of property sold(358,972) (88,585) (51,264)
Write-off of assets no longer in service(75,696) (68,621) (70,377)
Balance at end of period$10,921,491
 $11,009,058
 $10,932,850
Balance at end of year
     
[b] Reconciliation of accumulated depreciation as follows:     
Balance at beginning of period$2,167,054
 $1,880,685
 $1,549,234
[b] Reconciliation of accumulated depreciation as follows:
[b] Reconciliation of accumulated depreciation as follows:
Balance at beginning of year
Balance at beginning of year
Balance at beginning of year
Depreciation expense342,035
 361,723
 396,380
Property sold(87,169) (19,733) (7,034)
Write-off of assets no longer in service(60,850) (55,621) (57,895)
Balance at end of period$2,361,070
 $2,167,054
 $1,880,685
Balance at end of year
F-50
F-47