Brixmor Property Group

2015 ANNUAL REPORT

BRIXMOR IS A LONG-TERM OPPORTUNITY DELIVERING IMMEDIATE RESULTS.

Dear Shareholders:

I am honored to write to you for the first time since being named Brixmor’s Interim Chief Executive Officer and President, and
am grateful for the trust and confidence that you and our Board of Directors have placed in me. As a long-time retail real
estate executive, I have witnessed Brixmor’s success from the sidelines and am privileged to have had the opportunity to lead
this great Company.

With industry veteran James (“Jim”) M. Taylor poised to serve as my permanent successor, Brixmor will soon enter an
exciting new chapter of achievement. Having conducted an extensive review of the enterprise, I can say with the utmost
confidence that Jim is inheriting a company with a foundation as strong as its “bricks” and “mortar” namesake. With a
career full of accomplishments and an extensive knowledge of the shopping center space, Jim is unquestionably the right
person to lead Brixmor forward, particularly at this time in the Company’s history.

As I look across the portfolio, I am excited and energized by the breadth of opportunities that exist to harvest organic
increasing occupy and pursuing value-creating anchor space repositionings and outparcel
growth by driving rents,
developments. These activities remain the pillars from which Brixmor draws its strength — and which will enable it
to
continue to deliver value to you, its shareholders.

At our core, Brixmor is fully committed to helping our national, regional and local retailers achieve their real estate
objectives. Our organic growth potential and highly diversified, national grocery-anchored portfolio are what make Brixmor
a stable and resilient investment opportunity for our shareholders. Our team continues to demonstrate the ability to overcome
challenges, whether internal or external, and deliver against its stated objectives.

CONTINUED PROGRESS

When Brixmor went public in late 2013, it outlined a clear plan to enhance portfolio value. This blueprint focuses on
leveraging our operating expertise, national grocery-anchored platform and strong retailer relationships to unlock the value
that exists in our portfolio. We have been intensely focused on executing this plan, and the results achieved in 2015 again
demonstrate its effectiveness.

Driven by our focus on small shop and anchor leasing, driving rents, improving merchandise mix and developing outparcels,
we continue to alter the character and profitability of our shopping centers. As a result of our collective efforts on these
fronts, performance in 2015 was healthy. Specifically, we:

•

•

•

•

•

Completed 41 anchor space repositioning and outparcel development projects, generating substantial NOI yields
and enhancing Net Asset Value. Each project exemplifies our ability to increase the value of our portfolio by
growing cash flow while at the same time elevating the appeal of our shopping centers to the consumer.

Signed new leases at an average starting base rent of $15.86 per square foot and, when combined with
renewals, achieved blended leasing spreads of 15% for the year.

leases
Executed more than 660 new leases,
leasing volume. The strategic access we offer retailers through our
aggregating 13 million square feet of total
national platform is a sustainable competitive advantage, allowing us
to strengthen relationships with
category-leading brands. We continue to aggressively explore ways to improve our leasing efforts and the entire
team is specifically focused on improving our overall occupancy rate.

including 65 anchor leases, and more than 1,350 renewal

Increased small shop occupancy by 170 basis points, further reflecting the desire of small shops and junior anchors
that we
to be co-tenants with the market-leading grocers that populate our portfolio. It’s important
continue to emphasize signing leases with high-quality, financially strong national and regional retailers and
franchisees for our small shop spaces.

to highlight

Proactively created short-term vacancy with the intent of improving all aspects of the asset to enhance Net Asset
Value. Improving the Net Asset Value of this portfolio is a top priority that has our full attention.

•

•

Strengthened our balance sheet by completing $1.2 billion of bond offerings in 2015, including our inaugural
investment grade offering. This enabled us to extend our debt maturities with attractively priced fixed rate debt and
grow our unencumbered asset pool, allowing for additional asset management flexibility. Extending and balancing
our debt maturity profile, refinancing maturing debt and further unencumbering our portfolio will continue to remain
top priorities.

Grew per share NAREIT Funds From Operations to $1.97 in 2015 from $1.80 in 2014, representing a 9 percent
increase year-over-year.

This simple strategy that we continue to execute is extremely fitting given where we are in the current sector cycle, with a
supply-constrained environment perpetuated by a lack of new shopping center development. Brixmor’s core fundamentals
to further
remain strong and the team is laser focused on taking advantage of the conditions that exist in the market
transform the portfolio.

UNLOCKING VALUE

It is important to stress that our operating expertise, leasing prowess and strong retailer relationships position us well to
continue to increase portfolio value. To fully appreciate this organic growth story, it is critical to examine the benefits of our
attractive lease expiry schedule. With 36 percent of our GLA expiring between 2016 and 2018 at $12.20 per square
foot — and doing so in an environment where we are signing new leases at approximately $16 per square foot — we have
an unparalleled opportunity to increase cash flow at the property level by marking rents to market rates.

Beyond our lease expiry schedule, many other opportunities exist
to fuel our internal growth engine, including driving
occupancy. Our team is actively working to capitalize on these opportunities through small shop and anchor leasing, as well
as by pursuing value-creating anchor space repositionings and outparcel developments. This strategy is predicated on
bringing best-in-class retailers to our shopping centers to drive rent gains, occupancy growth and value improvement.

STRENGTH OF OUR TEAM

In addition to having the right strategy, having the right team in place to oversee and execute it is critical. Despite the
unfortunate matter that was announced on February 8, 2016 that led to extensive senior management change, it’s important
the vast majority of the numerous talented individuals responsible for Brixmor’s historic strong performance
to note that
remain intact. I have had the pleasure to meet personally with many of these individuals, and I can assure you that they
remain fully committed to the strategy that will lead to creating exceptional value. With Jim ready to take the helm, Brixmor
is sure to continue on its upward trajectory.

IN CLOSING

I would like to express my sincere gratitude to our employees for their dedication and support of the Brixmor mission. It is
certainly not a given that interim periods of leadership lead to successful conclusions; but, because of the extraordinary
effort of our team, this Company muscled through some tough times and is aggressively marching towards its best days.

I also thank our Board of Directors for their unwavering commitment to do what’s right for all Brixmor constituents and
providing an unparalleled, professional steady hand when the Company needed it most.

Finally, I thank our shareholders for their continued confidence in our ability to execute and provide the value creation they
rightfully deserve.

Respectfully yours,

Daniel B. Hurwitz
Interim Chief Executive Officer and President

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015
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)
Commission File Number: 333-201464-01 (Brixmor Operating Partnership LP)
Brixmor Property Group Inc.
Brixmor Operating Partnership LP
(Exact Name of Registrant as Specified in Its Charter)

Maryland (Brixmor Property Group Inc.)
Delaware (Brixmor Operating Partnership LP)

45-2433192
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 class

Common Stock, par value $0.01 per share.

Name of each exchange on which registered

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Brixmor Property Group Inc. Yes ☑ No ☐

Brixmor Operating Partnership LP Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Brixmor Property Group Inc. Yes ☐ No ☑

Brixmor Operating Partnership LP Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act

of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Brixmor Property Group Inc. Yes ☑ No ☐

Brixmor Operating Partnership LP Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically 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 ☑ No ☐

Brixmor Operating Partnership LP Yes ☑ 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 or a smaller reporting

company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Brixmor Property Group Inc.

Large accelerated filer ☑
Smaller reporting company ☐

Non-accelerated filer ☐
Accelerated filer ☐

Brixmor Operating Partnership LP

Large accelerated filer ☐
Smaller reporting company ☐

Non-accelerated filer ☑
Accelerated filer ☐

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Brixmor Property Group Inc. Yes ☐ No ☑

Brixmor Operating Partnership LP Yes ☐ No ☑

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which

the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants’ most
recently completed second fiscal quarter.

Brixmor Property Group Inc. $4,003,432,157

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, 2016, Brixmor Property Group Inc. had 299,153,127 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 June 16, 2016 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, 2015.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the period ended December 31, 2015 of

Brixmor Property Group Inc. and Brixmor Operating Partnership LP. Unless stated otherwise or the
context otherwise requires, references to the “Parent Company” or “BPG” mean Brixmor Property Group
Inc. and its consolidated subsidiaries; and references to the “Operating Partnership” mean Brixmor
Operating Partnership LP and its consolidated subsidiaries. The terms the “Company,” “Brixmor,” “we,”
“our” and “us” mean BPG and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust (“REIT”) which owns 100% of the common
stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole owner of Brixmor OP GP LLC, or
the General Partner, the sole general partner of the Operating Partnership. As of December 31, 2015, the
Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General
Partner, approximately 98.3% of the outstanding partnership common units of interest (the “OP Units”) in
the Operating Partnership. Certain investments funds affiliated with The Blackstone Group L.P. and certain
current and former members of the Company’s management collectively owned the remaining 1.7% interest
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:

•

•

•

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 of the Operating
Partnership. These individuals are officers of both the Parent Company and the Operating Partnership.

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, its direct or indirect incurrence of
indebtedness, and the issuance of OP Units.

Stockholders’ equity, partners’ capital, and non-controlling interests are the primary areas of difference

between the consolidated financial statements of the Parent Company and those of the Operating
Partnership. The Operating Partnership’s capital includes OP Units owned by the Parent Company through
BPG Sub and the General Partner as well as OP Units owned by certain investments funds affiliated with
The Blackstone Group L.P. and certain current and former members of the our management. OP Units
owned by third parties 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.

In order to highlight the differences between the Parent Company and the Operating Partnership, there

are sections in this report that separately discuss the Parent Company and the Operating Partnership,
including separate financial statements (but combined footnotes), separate controls and procedures
sections, separate certification of periodic report under Section 302 of the Sarbanes-Oxley Act of 2002 and

separate certification pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. In the sections that combine disclosure for the Parent Company and the
Operating Partnership, this report refers to actions or holdings as being actions or holdings of the
Company.

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 and partners’ capital 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.

3

Item No.

TABLE OF CONTENTS

Part I

1.

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1B. Unresolved Staff Comments

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.

3.

Properties

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part II

5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6.

Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.
Changes in and Disagreements with Accountants on Accounting and Financial
9.
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part III

10. Directors, Executive Officers, and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . .
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12.

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . .
14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

6

11

27

28

31

31

32

34

38
55
56

56
57
60

61
61

61
61
61

15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

62

Part IV

4

Forward-Looking Statements

This report contains 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 our current views with
respect to, among other things, our operations and financial performance. You can identify these
forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “should,” “seeks,” “approximately,” “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”), which are accessible on the SEC’s
website at www.sec.gov. These factors include (1) changes in national, regional or local economic climates;
(2) local conditions, including an oversupply of space in, or a reduction in demand for, properties similar to
those in our Portfolio; (3) the attractiveness of properties in our Portfolio to our tenants; (4) the financial
stability of tenants, including the ability of tenants to pay rents and expense reimbursements; (5) in the case
of percentage rents, our tenants’ sales volumes; (6) competition from other available properties; (7) changes
in market rental rates; (8) changes in the regional demographics of our properties; (8) litigation and
governmental investigations following the completion of the recent Audit Committee review described
under “Part 1. Business-Recent Developments”; and (9) the impact of the Audit Committee review and
related management changes on our access to the capital markets and our cost of capital. 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.

5

PART I

Item 1. Business

Brixmor Property Group Inc. and subsidiaries (collectively, “BPG”) is an internally-managed real
estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the
“Operating Partnership”) is the entity through which BPG conducts substantially all of its operations and
owns substantially all of its assets. BPG owns 100% of the common stock of BPG Subsidiary Inc. (“BPG
Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general
partner of the Operating Partnership. Unless otherwise expressly stated or the context otherwise requires,
“we,” “us,” and “our” as used herein refer to each of BPG and the Operating Partnership, collectively. We
operate the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping
centers in the United States. Our portfolio is comprised of 518 shopping centers totaling approximately 87
million square feet of gross leasable area (the “Portfolio”). 517 of these shopping centers are 100% owned.
Our high quality national Portfolio is well diversified by geography, tenancy and retail format, with 72% of
our shopping centers anchored by market-leading grocers. Our four largest tenants by annualized base rent
are The Kroger Co., The TJX Companies, Inc., Dollar Tree Stores, Inc., and Wal-Mart Stores. Our
community and neighborhood shopping centers provide a mix of necessity and value-oriented retailers and
are primarily located in the top 50 Metropolitan Statistical Areas, surrounded by dense populations in
established trade areas.

As of December 31, 2015, BPG beneficially owned, through its direct and indirect interest in BPG Sub

and the General Partner, 98.3% of the outstanding partnership common units of interest in the Operating
Partnership (“OP Units”). Certain investments funds affiliated with The Blackstone Group L.P. (together
with such affiliated funds, “Blackstone”) and certain members of the Company’s current and former
management collectively owned the remaining 1.7% of the outstanding OP Units. Holders of OP Units
(other than BPG Sub and the General Partner) may redeem their OP Units for cash based upon the market
value of an equivalent number of shares of BPG’s common stock or, at our election, exchange their OP
Units for shares of our common stock on a one-for-one basis subject to customary conversion rate
adjustments for splits, unit distributions and reclassifications. The number of OP Units in the Operating
Partnership beneficially owned by BPG is equivalent to the number of outstanding shares of BPG’s
common stock, and the entitlement of all OP Units to quarterly distributions and payments in liquidation
is substantially the same as those of BPG’s common stockholders. BPG’s common stock is publicly traded
on the New York Stock Exchange (“NYSE”) under the ticker symbol “BRX.”

Because the Operating Partnership is managed by BPG, and BPG conducts substantially all of its

operations through the Operating Partnership, we refer to BPG’s executive officers as 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.

Recent Developments

On February 8, 2016, the Company filed a Current Report on Form 8-K (the “February 8-K”)
reporting the completion of a review by the Audit Committee of the Board of Directors of Brixmor
Property Group Inc. (the “Audit Committee”). The Audit Committee’s review began after the Company
received information in late December 2015 through its established compliance processes (the “Audit
Committee review”). 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, an industry non-GAAP financial measure.

As reported in the February 8-K, following the Audit Committee review, the Company’s Chief
Executive Officer, President and Chief Financial Officer, and Treasurer and Chief Accounting Officer
resigned from all positions with the Company and its subsidiaries. In addition, an accounting employee also
resigned. Following these resignations, the Board of Directors appointed Daniel B. Hurwitz as interim
President and Chief Executive Officer, Barry Lefkowitz as interim Chief Financial Officer and Michael
Cathers as interim Chief Accounting Officer. Mr. Hurwitz also replaced the Company’s former chief
executive officer as a member of the Company’s Board of Directors.

6

For additional information concerning the findings of the Audit Committee review and related
management changes, see the Company’s Form 8-K filed February 8, 2016 and Form 8-K filed February
16, 2016. For additional information concerning the Audit Committee review and related matters, see “Risk
Factors” in Item 1A, “Legal Proceedings” in Item 3, and “Controls and Procedures” in Item 9A of this
Form 10-K.

Our Shopping Centers

The following table provides summary information regarding our Portfolio as of December 31, 2015.

Number of shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

518

Gross leasable area (“GLA”) (sq. ft.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent grocery-anchored shopping centers(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average shopping center GLA (sq. ft.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Occupancy(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average annualized base rent (“ABR”)/SF(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent of ABR in top 50 U.S. MSAs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average effective age(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average population density(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average household income(5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86.6 million
72%

167,212
93%
$12.76

65%
14 years
184,000
$79,000

(1) Based on total number of shopping centers.

(2) Unless otherwise stated references to occupancy refer to leased occupancy.

(3) ABR/SF is calculated as ABR divided by leased GLA, excluding the GLA of lessee owned leasehold

improvements.

(4) Effective age is calculated based on the year of the most recent anchor space repositioning/

redevelopment of the shopping center or based on year built if no anchor space repositioning/
redevelopment has occurred.

(5) Demographics based on five-mile radius and weighted by ABR. Based on U.S. Census data.

Business Objectives and Strategies

Our primary objective is to maximize total returns to our stockholders through a combination of
growth and value-creation at the asset level supported by stable cash flows. We seek to achieve this through
ownership of a large high quality, diversified portfolio of primarily grocery-anchored community and
neighborhood shopping centers and by creating meaningful net operating income (“NOI”) growth from this
portfolio. The major drivers of this growth will be a combination of positive rent spreads from
below-market in-place rents and above average lease rollover, occupancy increases, annual contractual rent
increases across the portfolio and the execution of embedded anchor space repositioning/redevelopment/
outparcel development opportunities. Our key strategies to achieve these objectives are summarized as
follows and detailed below:

•

•

•

•

•

Leveraging our operating expertise to proactively lease and manage our assets

Capitalizing on below-market expiring leases

Achieving occupancy increases

Pursuing value-creating anchor space repositioning/redevelopment/outparcel development
opportunities

Preserving portfolio diversification

• Maintaining a flexible capital structure positioned for growth

7

Leveraging our Operating Expertise to Proactively Lease and Manage our Assets. We proactively
manage our shopping centers with an emphasis on driving high rents and occupancy rates with a solid base
of nationally and regionally recognized tenants that generate substantial daily traffic. Our expansive
relationships with leading retailers afford us early access to their strategies and expansion plans, as well as
to their senior management. We believe these relationships, combined with the national breadth and scale of
our portfolio, give us a competitive advantage as a key landlord able to support the real estate strategies of
our diverse landscape of retailers. Our operating platform, along with the corresponding regional and local
market expertise, enables us to efficiently capitalize on market and retailing trends. We also seek
opportunities to refurbish, renovate and redevelop existing shopping centers, as appropriate, including
expanding or repositioning existing tenants.

We direct our leasing efforts at the corporate level through our national accounts team and at the

regional level through our field network. We believe this strategy enables us to provide our national and
regional retailers with a centralized, single point of contact, facilitates reviews of our entire shopping center
portfolio and provides for standardized lease templates that streamline the lease execution process, while
also accounting for market-specific trends.

Capitalizing on Below-Market Expiring Leases. Our focus is to unlock opportunity and create value
at the asset level and increase cash flow by increasing rental rates through the renewal of expiring leases or
re-leasing of space to new tenants with limited downtime. As part of our targeted leasing strategy, we
constantly seek to maximize rental rates and improve the tenant quality and credit profile of our portfolio.
We believe our above average lease expiration schedule, as compared to our historic annual expirations, with
below-market expiring rents will enable us to renew leases or sign new leases at higher rates. During 2015 in
our Portfolio, we experienced new lease rent spreads of 41.6% and blended new and renewal lease spreads
of 14.9%. For the last six quarters ended December 31, 2015, blended lease spreads have been 13% or
better. We believe that this performance will continue given our future expiration schedule of 9.9% of our
leased GLA due to expire in 2016, 13.7% in 2017 and 12.6% in 2018, with an average expiring ABR/SF of
$12.20 compared to an average ABR/SF of $12.78 for new and renewal leases signed during 2015, with an
average ABR/SF of $15.86 for new leases and $11.88 for renewal leases. This represents a significant
opportunity to mark a substantial percentage of the portfolio to market.

Achieving Occupancy Increases. During 2015 we experienced strong leasing productivity in our

Portfolio and executed 664 new leases for an aggregate of approximately 3.0 million sq. ft., including 65 new
anchor leases for spaces of at least 10,000 sq. ft. Our continued efforts to improve the quality of our anchor
tenants have driven our small shop leasing and for spaces of 10,000 sq. ft. or less, occupancy has increased
to 84.3% at December 31, 2015 from 82.6% at December 31, 2014. Our total occupancy decreased to 92.6%
at December 31, 2015 from 92.8% at December 31, 2014, due to certain tenant bankruptcies and proactive
repositioning of anchor space. We believe that there is additional opportunity for further occupancy gains
in our portfolio, across both our anchor and small shop space, and that as we continue to reposition our
anchor tenants such improvement will drive strong new and renewal lease spreads and enable us to lease
additional small shop space.

Pursuing Value-Creating Anchor Space Repositioning/Redevelopment/Outparcel Development
Opportunities. We evaluate our Portfolio on an ongoing basis to identify value-creating anchor space
repositioning/redevelopment/outparcel development opportunities. These efforts are tenant-driven and
focus on renovating, re-tenanting and repositioning assets and generally present higher risk-adjusted returns
than new developments. Such efforts, which we refer to as our “Raising the Bar” initiative, are focused on
upgrading our centers with strong, best-in-class anchors and transforming such properties’ overall
merchandise mix and tenant quality. Potential new projects include value-creation opportunities that have
been previously identified within our Portfolio, as well as new opportunities created by the lack of
meaningful community and neighborhood shopping center development in the United States. We may also
seek to acquire non-owned anchor spaces or retail buildings and outparcels at, or adjacent, to our shopping
centers in order to facilitate anchor space repositioning/redevelopment projects. In addition, as we own a
vast majority of our anchor spaces greater than 35,000 sq. ft., we have important operational control in the
positioning of our shopping centers in the event an anchor ceases to operate and flexibility in working with
new and existing anchor tenants as they seek to expand or reposition their stores.

8

During 2015, we completed 41 anchor space repositioning/redevelopment/outparcel development
projects in our Portfolio, with average targeted NOI yields of 16%. The aggregate cost of these projects was
approximately $89.8 million. We expect average targeted NOI yields of 11% and an aggregate cost of $104.6
million for our 44 currently active anchor space repositioning/redevelopment/outparcel development
projects.

As a result of the historically low number of new shopping center developments in the United States,

repositioning and redevelopment opportunities are critical in allowing us to meet space requirements for
new store growth and accommodate the evolving prototypes of our retailers. We expect to maintain our
current pace of anchor space repositioning/redevelopment/outparcel development projects over the
foreseeable future. We believe such activity is critical to the success of our company, as it drives higher sales
and traffic, elevates center appeal, stimulates small shop leasing, improves rent levels and NOI and increases
shopping center value. We intend to fund these efforts through cash from operations.

Preserving Portfolio Diversification. We seek to achieve diversification by the geographic distribution

of our shopping centers and the breadth of our tenant base and tenant business lines. We believe this
diversification serves to insulate us from macro-economic cycles and reduces our exposure to any single
market or retailer.

The shopping centers in our Portfolio are strategically located across 38 states and throughout more
than 170 MSAs, with 65.3% of our ABR derived from shopping centers located in the top 50 MSAs with
no one MSA accounting for more than 6.7% of our ABR, in each case as of December 31, 2015.

In total, we have approximately 5,500 diverse national, regional and local retailers with approximately

10,000 leases in our Portfolio. As a result, our 10 largest tenants accounted for only 18.1% of our ABR, and
our two largest tenants, The Kroger Co. and The TJX Companies, together accounted for only 6.5% of our
ABR as of December 31, 2015. Our largest shopping center represents only 1.5% of our ABR as of
December 31, 2015.

Maintaining a Flexible Capital Structure Positioned for Growth. Our current capital structure provides

us with financial flexibility and capacity to fund our current capital needs as well as future growth
opportunities. As of December 31, 2015, we had, in addition to our secured mortgage debt, $2.1 billion of
unsecured term loans, a $1.25 billion unsecured revolving credit facility under which we had $834.0 million
of undrawn capacity and $1.2 billion of senior unsecured notes.

We believe we have access to multiple forms of capital, including unsecured corporate level debt,
preferred equity, our at-the-market equity offering program and additional credit facilities, which will
provide us with a competitive advantage over smaller, more highly leveraged or privately-held shopping
center companies. We currently have investment grade credit ratings from all three major credit rating
agencies.

We intend to continue to enhance our financial and operating flexibility through ongoing commitment

to ladder and extend the duration of our debt, and further expand our unencumbered asset pool.

The strategies discussed above are periodically reviewed by our Board of Directors and while it does

not have any present intention to amend or revise its strategy, the Board of Directors may do so at anytime
without a vote of the Company’s shareholders.

Competition

We face considerable competition in the leasing of real estate, which is a highly competitive market. We

compete with a number of other companies in providing leases to prospective tenants and in re-leasing
space to current tenants upon expiration of their respective leases. We believe that the principal competitive
factors in attracting tenants in our market areas are location, co-tenants and physical conditions of our
shopping centers. In this regard, we proactively manage and, where and when appropriate, redevelop and
upgrade, our shopping centers, with an emphasis on maintaining high occupancy rates with a strong base of
nationally and regionally recognized anchor tenants that generate substantial daily traffic. In addition, we
believe that the breadth of our national portfolio of shopping centers, and the local knowledge and market
intelligence derived from our regional operating team, as well as the close relationships we have established
with certain major, national and regional retailers, allow us to maintain a competitive position.

9

Environmental Exposure

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 considered an owner or operator of real property or may
have arranged for the disposal or treatment of hazardous or toxic substances or petroleum product releases
at a property and, therefore, may become liable for the costs of removal or remediation of certain
hazardous substances released on or in our property or disposed of by us or our tenants, as well as certain
other potential costs which 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 common with community and
neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site
gasoline retailing facilities. These operations could potentially result in environmental contamination at the
properties. The cost of investigation, remediation or removal 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 sell or rent such property or to borrow using such property as collateral.

We are aware that soil and groundwater contamination exists at some of our properties. 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 our
properties. While we do not expect the environmental conditions at our properties, for which exposure has
been mitigated through insurance coverage specific to environmental conditions, considered as a whole, to
have a material adverse effect on us, there can be no assurance that this will be the case. Further, no
assurance can be given that any environmental studies performed have identified or will identify all material
environmental conditions that may exist with respect to any of the properties in our portfolio.

Employees

As of December 31, 2015, we had approximately 447 employees. Four of our employees are covered by

a collective bargaining agreement, and we consider our employee relations to be good.

Financial Information about Industry Segments

Our principal business is the ownership and operation of community and neighborhood shopping

centers. We do not distinguish or group our operations on a geographical basis when measuring
performance. Accordingly, we believe we have a single reportable segment for disclosure purposes in
accordance with U.S. generally accepted accounting principles (“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 no single tenant accounts for 5%
or more of our consolidated revenues. During 2015, no single shopping center and no one tenant accounted
for more than 5% of our consolidated assets or consolidated revenues.

REIT Qualification

We made a tax election to be treated as a REIT for U.S. federal income tax purposes commencing with
our taxable year ended December 31, 2011 and expect to continue to operate so as to qualify as a REIT. So
long as we qualify 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 values 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 forego otherwise attractive opportunities and limit our expansion
opportunities and the manner in which we conduct our operations. See “Risk Factors — Risks Related to
our REIT Status and Certain Other Tax Items.”

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

10

incorporation to Maryland on November 4, 2013. 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 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. To access these filings, go to the
“Financial Information” portion of our “Investors” page on our website, and then click on “SEC Filings.”
You may also read and copy any document we file at the SEC’s Public Reference Room located at 100 F
Street, N.E., Washington, DC 20549. Call 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:\\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
www.brixmor.com. In addition, you may 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”
section of the “Investors” portion of our website at http:\\www.brixmor.com.

Item 1A. Risk Factors

Risks Related to Recent Events

We recently replaced a number of our senior executives with interim executive officers, and these changes,
along with anticipated changes when we replace some or all of our interim executive officers with long-term
appointments, may have a material adverse impact on our business, financial condition, results of operations or
cash flows.

In the first quarter of 2016, following the completion of the Audit Committee review, our Chief
Executive Officer, President and Chief Financial Officer and Treasurer and Chief Accounting Officer
resigned. Although we have appointed interim replacement executives, the transition of duties to these new
executives may be disruptive to the management of our business. Similarly, when we transition from our
interim executives to long-term appointees, we may experience a similar level of disruption in our
management. These potential disruptions could have a material adverse impact on our business, financial
condition, results of operations or cash flows.

Our ability to attract and retain key employees may be adversely impacted by the negative publicity and
operational disruptions caused by the results of the Audit Committee review and the related management
changes, which may have a material adverse impact on our business, financial condition, results of operations
or cash flows.

Our future success depends in large part upon our ability to attract and retain key management
executives and other key employees. In the first quarter of 2016, following the completion of the Audit
Committee review, several members of our senior management team departed, including our Chief
Executive Officer, President and Chief Financial Officer and Treasurer and Chief Accounting Officer. The
negative publicity and operational disruptions caused by the results of the Audit Committee review and the
related management changes could result in additional key employees deciding to leave the Company, and
could make it difficult for the Company to attract new key employees. This may have a material adverse
impact on our business, financial condition, results of operations or cash flows.

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, results of operations or cash flows.

Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported to the

SEC the matters described above related to the Audit Committee review. The SEC has commenced an
investigation with respect to these matters and the Company is cooperating fully.

11

The Company and its current and former officers and directors may also be subject to private securities

class action complaints. A number of plaintiff firms have publicly announced inquiries into these matters.
In addition, the Company may be subject to shareholder derivative actions, purportedly in the name and for
the benefit of the Company.

As a result of any legal proceedings related to the Audit Committee review, including the investigation

described above, we may incur significant professional fees and other costs. If we are unsuccessful in any
legal action related to this matter, we may be required to pay a significant amount of monetary damages
that may be in excess of our insurance coverage. The SEC also could impose other sanctions against us or
our directors and officers, including injunctions, a cease and desist order, fines and other equitable remedies.
In addition, our Board of Directors, management and employees may 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 would
have a material adverse effect on our business, financial condition, results of operations or cash flows.

The market price of our common stock and our ability to raise capital may be adversely impacted by recent
events, which may have a material adverse impact on our business, financial condition, results of operations or
cash flows.

A prolonged decline in the price of our common stock, including as a result of any reputational harm
we may suffer as a result of the Audit Committee review and related management changes, could result in a
reduction in the liquidity of our common stock and a reduction in our ability to raise capital, which could
have a material adverse impact on our financial position, results of operations, and cash flows. In addition,
two nationally recognized statistical rating organizations changed our rating outlook to negative following
the February 8-K. This change in outlook and any future downgrade in rating by a credit rating agency
could adversely impact our stock and bond prices and may make it more difficult to raise capital in the
equity or bond markets, or to do so at an attractive cost of capital. It may also make it more difficult for us
to replace our secured debt with unsecured debt. In addition, a ratings downgrade could require our
subsidiaries to guarantee our debt facilities and would adversely impact interest rates under our existing
credit facilities, which would adversely impact our cost and availability of capital.

We have identified a material weakness in our internal control over financial reporting and our management
has concluded that our disclosure controls and procedures and internal control over financial reporting were not
effective as of December 31, 2015. If not remediated, our failure to establish and maintain effective disclosure
controls and procedures and internal control over financial reporting could result in a material misstatement in
our financial statements or a failure to meet our reporting and financial obligations, each of which could have a
material adverse effect on our financial condition and the trading price of our common stock.

Maintaining effective internal control over financial reporting and effective disclosure controls and
procedures are necessary for us to consistently produce reliable financial statements and financial reports. If
we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be
harmed. The Company’s current management concluded, and our independent registered public accounting
firm has concurred, that as a result of a material weakness in internal control over financial reporting at the
evaluation date, the Company’s disclosure controls and procedures and internal control over financial
reporting were not effective at December 31, 2015. The material weakness relates to a deficiency in the
control environment specifically because the actions identified in the Audit Committee review failed to
demonstrate commitment to integrity and ethical values and senior management did not set an appropriate
tone at the top. See Item 9A — “Controls and Procedures.”

A “material weakness” is defined as a deficiency, or a combination of deficiencies, in internal control

over financial reporting such that there is a reasonable possibility that a material misstatement of our
annual or interim financial statements will not be prevented or detected on a timely basis.

Although we have taken steps to improve our internal control over financial reporting and our
disclosure controls and procedures since the discovery, including through management changes, there can
be no assurance that we will be successful in making the improvements necessary to remediate our material
weakness, or that we will do so in a timely manner, or that we will not identify additional control
deficiencies or material weaknesses in the future. If we are not successful in making these improvements, or
if we have additional control deficiencies, we may not be able to accurately report our financial results,

12

prevent fraud or file our periodic reports with the SEC in a timely manner, which may expose us to legal
and regulatory liabilities and may cause investors to lose confidence in our reported financial information
and may lead to a decline in the market price of our common stock. In addition, implementing any
appropriate changes to our internal controls may distract our officers and employees and/or entail
substantial costs.

Risks Related to Our Properties and Our Business

Adverse global, national and regional economic, market and real estate conditions may adversely affect our
performance.

Properties in our portfolio consist 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) changes in national, regional and local economic climates; (2) local conditions,
including an oversupply of space in, or a reduction on demand for, properties similar to those in our
portfolio; (3) the attractiveness of properties in our portfolio to tenants; (4) the financial stability of
tenants, including the ability of tenants to pay rent; (5) competition from other available properties;
(6) changes in market rental rates; (7) changes in demographics (including number of households and
average household income) surrounding our properties; (8) the need to periodically fund the costs to repair,
renovate and re-lease space; (9) changes in operating costs, including costs for maintenance, utilities,
insurance and real estate taxes; (10) earthquakes, tornadoes, hurricanes and other natural disasters, civil
unrest, terrorist acts or acts of war, which may result in uninsured or underinsured losses; (11) the fact that
the expenses of owning and operating properties are not necessarily reduced when circumstances such as
market factors and competition cause a reduction in income from the properties; and (12) changes in laws
and governmental regulations, including those governing usage, zoning, the environment and taxes.

Additionally, because properties in our portfolio consist of shopping centers, our performance is linked
to general economic conditions in the market for retail space. The market for retail space has been and may
continue to be adversely affected by weakness in the national, regional and local economies, the adverse
financial condition of some large retailing companies, the consolidation in the retail sector, the excess
amount of retail space in certain markets and increasing consumer purchases via the internet. To the extent
that any of these conditions worsen, they are likely to affect market rents and overall demand for retail
space. In addition, we may face challenges in property management and maintenance or incur increased
operating costs, such as real estate taxes, insurance and utilities, which may make properties unattractive to
tenants. The loss of rental revenues from a number of our tenants and our inability to replace such tenants
may adversely affect our profitability and ability to meet our debt and other financial obligations.

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 significant capital
expenditures to improve our properties in order to retain and attract tenants, which could adversely affect our
financial condition and results of operations.

We compete with a number of other companies in providing leases to prospective tenants and in
re-leasing space to current tenants upon expiration of their respective leases. If our tenants decide not to
renew or extend their leases upon expiration, we may not be able to re-lease the space. Even if the tenants
do renew or we can re-lease the space, the terms of renewal or re-leasing, including the cost of required
renovations or concessions to tenants, may be less favorable or more costly than current lease terms or than
expectations for the space. As of December 31, 2015, leases are scheduled to expire on a total of
approximately 9.9% of leased GLA at our properties in our Portfolio during 2016. We may be unable to
promptly renew the leases or re-lease this space, or the rental rates upon renewal or re-leasing may be
significantly lower than expected rates, which could adversely affect our financial condition and results of
operations.

We face considerable competition for the tenancy of our lessees and the business of retail shoppers.

There are numerous shopping venues that compete with our properties in attracting retailers to lease

space and shoppers to patronize their properties. In addition, tenants at our properties face continued
competition from retailers at regional malls, outlet malls and other shopping centers, catalog companies and

13

internet sales. In order to maintain our attractiveness to retailers and shoppers, we are required to reinvest
in our properties in the form of capital improvements. If we fail to reinvest in and redevelop our properties
so as to maintain their attractiveness to retailers and shoppers, our revenue and profitability may suffer. If
retailers or shoppers perceive that shopping at other venues, online or by phone is more convenient,
cost-effective or otherwise more attractive, our revenues and profitability may also suffer.

Our performance depends on the collection of rent from the tenants at the properties in our portfolio, those
tenants’ financial condition and the ability of those tenants to maintain their leases.

A substantial portion of our income is derived from rental income from real property. As a result, our
performance depends on the collection of rent from tenants at the properties in our portfolio. Our income
would be negatively affected if a significant number of the tenants at the properties in our portfolio or any
major tenants, among other things: (1) decline to extend or renew leases upon expiration; (2) renew leases at
lower rates; (3) fail to make rental payments when due; (4) experience a downturn in their business; or
(5) become bankrupt or insolvent.

Any of these actions could result in the termination of the tenant’s lease and our loss of rental income.

In addition, under certain lease agreements, lease terminations by an anchor tenant or a failure by that
anchor tenant to occupy the premises could also result in lease terminations or reductions in rent by other
tenants in such shopping centers. In these events, we cannot be certain that any tenant whose lease expires
will renew or that we will be able to re-lease space on economically advantageous terms. The loss of rental
revenues from a number of tenants and difficulty replacing such tenants, particularly in the case of a
substantial tenant with leases in multiple locations, may adversely affect our profitability and our ability to
meet debt and other financial obligations.

We may be unable to collect balances due from tenants that file for bankruptcy protection.

If a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-bankruptcy
amounts owed by that party. In addition, a tenant that files for bankruptcy protection may terminate its
lease 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, which could adversely
affect our financial condition and results of operations.

Real estate property investments are illiquid, and it may not be possible to dispose of assets when appropriate
or on favorable terms.

Real estate property investments generally cannot be disposed of quickly, and a return of capital and
realization of gains, if any, from an investment generally occur upon the disposition or refinancing of the
underlying property. 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 of our properties, and we cannot predict the various market conditions affecting real estate
investments that will exist at any particular time in the future. Furthermore, we may be required to expend
funds to correct defects or to make improvements before a property can be sold. We cannot assure our
stockholders that we will have funds available to correct such defects or to make such improvements and,
therefore, we may be unable to sell the property or may have to sell it at a reduced cost. As a result of these
real estate market characteristics, we may be unable to realize our investment objectives by sale, other
disposition or refinancing at attractive prices or within any desired period of time. The ability to sell assets
in our portfolio may also be restricted by certain covenants in our debt agreements and the credit agreement
governing our $2.75 billion senior unsecured credit facility (the “Unsecured Credit Facility”). As a result,
we may be required to dispose of assets on less than favorable terms, if at all, and we may be unable to vary
our portfolio in response to economic or other conditions, which could adversely affect our financial
position.

Our expenses may remain constant or increase, even if income from our properties decreases, causing our
financial condition and results of operations to be adversely affected.

Costs associated with our business, such as mortgage payments, real estate and personal property taxes,

insurance, utilities and corporate expenses, are relatively inflexible and generally do not decrease, and may
increase, when a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other

14

circumstances cause our revenues to decrease. If we are unable to decrease our operating costs when our
revenue declines, our financial condition, results of operations and ability to make distributions to our
stockholders may be adversely affected. In addition, inflationary price increases could result in increased
operating costs for us and our tenants and, to the extent we are unable to pass along those price increases or
are unable to recover operating expenses from tenants, our operating expenses may increase, which could
adversely affect our financial condition, results of operations and ability to make distributions to our
stockholders. Conversely, deflation can result in a decline in general price levels caused by a decreased in the
supply of money or credit. The predominant effects of deflation are high unemployment, credit contraction
and weakened consumer demand.

Our cash flows and operating results could be adversely affected by required payments of debt or related
interest and other risks of 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) we may not be able to
refinance existing indebtedness on our properties as necessary or the terms of the refinancing may be less
favorable to us than the terms of existing debt; (3) required debt payments are not reduced if the economic
performance of any property declines; (4) debt service obligations could reduce funds available for
distribution to our stockholders and funds available for capital investment; (5) any default on our
indebtedness could result in acceleration of those obligations and possible loss of property to foreclosure;
and (6) the risk that necessary capital expenditures for purposes such as re-leasing space cannot be financed
on favorable terms. During 2016, we have $855.6 million of mortgage loans scheduled to mature and we
have approximately $22.1 million of scheduled mortgage amortization payments. We currently intend to
repay the scheduled maturities and amortization payments with operating cash and borrowings on our
revolving credit facility. If a property is mortgaged to secure payment of indebtedness and we cannot make
the mortgage payments, we may have to surrender the property to the lender with a consequent loss of any
prospective income and equity value from such property. Any of these risks could place strains on our cash
flows, reduce our ability to grow and adversely affect our results of operations.

We utilize a significant amount of indebtedness in the operation of our business.

As of December 31, 2015, we had approximately $6.0 billion aggregate principal amount of

indebtedness outstanding. Our leverage could have important consequences to us. For example, it could
(1) result in the acceleration of a significant amount of debt for non-compliance with the terms of such
debt or, if such debt contains cross default or cross-acceleration provisions, other debt; (2) result in the loss
of assets, including our shopping centers, due to foreclosure or sale on unfavorable terms, which could
create taxable income without accompanying cash proceeds; (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; (4) require us to dedicate a substantial portion of our cash flow to paying principal
and interest 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; (5) increase our
vulnerability to an economic downturn; (6) limit our ability to withstand competitive pressures; or
(7) reduce our flexibility to respond to changing business and economic conditions.

If any of the foregoing occurs, our business, financial condition, liquidity, results of operations and

prospects could be materially and adversely affected, and the trading price of our common stock or other
securities could decline significantly.

We may be unable to obtain financing through the debt and equity markets, which would have a material
adverse effect on our growth strategy and our financial condition and results of operations.

We cannot assure you that we will be able to access the capital and credit markets to obtain additional

debt or equity financing or that we will be able to obtain financing on terms favorable to us. Our inability to
obtain financing could have negative effects on our business. Among other things, we could have great
difficulty acquiring, re-developing or maintaining our properties, which would materially and adversely
affect our business strategy and portfolio, and may result in our (1) liquidity being adversely affected;
(2) inability to repay or refinance our indebtedness on or before its maturity; (3) making higher interest and
principal payments or selling some of our assets on terms unfavorable to us to service our indebtedness; or
(4) issuing additional capital stock, which could further dilute the ownership of our existing stockholders.

15

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to
increase significantly.

Borrowings under our Unsecured Credit Facility and unsecured $600.0 million term loan (the “Term

Loan”) bear interest at variable rates and expose us to interest rate risk. If interest rates were to increase,
our debt service obligations on the variable rate indebtedness would increase even though the amount
borrowed remained the same, and our net income and cash flows will correspondingly decrease. Assuming
all capacity under our Unsecured Credit Facility was fully drawn, each quarter point change in interest rates
would result in a $4.6 million change in annual interest expense on our indebtedness under our Unsecured
Credit Facility and Term Loan. We have entered into interest rate swaps that involve the exchange of
floating for fixed rate interest payments in order to reduce interest rate volatility. However, we may not
maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter
into may not fully mitigate our interest rate risk.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our
investment in a property or group of properties subject to mortgage debt.

As of December 31, 2015, mortgage debt outstanding was approximately $2.2 billion, excluding the

impact of unamortized premiums. If a property or group of properties is mortgaged to secure payment of
debt and we are unable to meet mortgage payments, the holder of the mortgage or lender could foreclose on
the property, resulting in a loss of our investment. Alternatively, if we decide to sell assets in the current
market to raise funds to repay matured debt, it is possible that these properties will be disposed of at a loss.
Also, certain of the mortgages contain customary negative covenants which, among other things, limit our
ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases or
materially modify existing leases with respect to the property.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial
condition.

Our debt agreements contain financial and/or operating covenants, including, among other things,
certain coverage ratios, as well as limitations on the ability to incur secured and unsecured debt. These
covenants may limit our operational flexibility and acquisition and disposition activities. Moreover, if any
of the covenants in these debt agreements are breached and not cured within the applicable cure period, we
could be required to repay the debt immediately, even in the absence of a payment default. As a result, a
default under applicable debt covenants could have an adverse effect on our financial condition or results of
operations.

Current and future redevelopment or real estate property acquisitions may not yield expected returns.

We are involved in several redevelopment projects and may invest in additional redevelopment projects

and property acquisitions in the future. Redevelopment and property acquisitions are subject to a number
of risks, including: (1) abandonment of redevelopment or acquisition activities after expending resources to
determine feasibility; (2) construction and/or lease-up 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) inability to operate successfully in new markets where new properties are
located; (6) inability to successfully integrate new properties into existing operations; (7) difficulty obtaining
financing on acceptable terms or paying operating expenses and debt service costs associated with
redevelopment properties prior to sufficient occupancy; (8) delays or failures to obtain necessary zoning,
occupancy, land use and other governmental permits; (9) exposure to fluctuations in the general economy
due to the significant time lag between commencement and completion of redevelopment projects; and
(10) changes in zoning and land use laws. If any of these events occur, overall project costs may significantly
exceed initial cost estimates, which could result in reduced returns from such investments that are lower
than we expected or losses from such investments. In addition, we may not have sufficient liquidity to fund
such projects, and delays in the completion of a redevelopment project may provide various tenants the
right to withdraw from a property.

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An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss
of our investment or related revenue in our portfolio.

We carry comprehensive liability, fire, extended coverage, rental loss 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, terrorism, wars or earthquakes, which
may be uninsurable, or the cost of insuring against such losses may not be economically justifiable. 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 at the tenant’s expense, to obtain and keep in full force during the term of the lease, liability and
property damage insurance policies. 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 a loss that is subject to a
substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and
anticipated revenue from, one or more of the properties, which could have a material adverse effect on our
operating results and financial condition.

Environmental conditions that exist at some of our properties 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 considered an owner or operator of real property or may
have arranged for the disposal or treatment of hazardous or toxic substances or petroleum product releases
at a property and, therefore, may become liable for the costs of removal or remediation of certain
hazardous substances released on or in our property or disposed of by us or our tenants, as well as certain
other potential costs which 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 common with community and
neighborhood shopping centers, many of our properties had or have on-site dry cleaners and/or on-site
gasoline retailing facilities. These operations could potentially result in environmental contamination at the
properties. The cost of investigation, remediation or removal 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 sell or rent such property or to borrow using such property as collateral.

We are aware that soil and groundwater contamination exists at some of our properties. 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 our
properties. While we do not expect the environmental conditions at our properties, considered as a whole, to
have a material adverse effect on us, there can be no assurance that this will be the case. Further, no
assurance can be given that any environmental studies performed have identified or will identify all material
environmental conditions that may exist with respect to any of the properties in our portfolio.

Further information relating to recognition of remediation obligation in accordance with GAAP is

provided in the consolidated financial statements and notes thereto included in this report.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to
make expenditures that adversely affect our cash flows.

All of the properties in our portfolio are required to comply with the Americans with Disabilities Act
(“ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial
facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance
with the ADA requirements could require removal of access barriers, and non-compliance could result in
imposition of fines by the United States government or an award of damages to private litigants, or both.
We are undertaking an assessment of all of our properties to determine our compliance with the current

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requirements of the ADA. While the tenants to whom our properties are leased are obligated by law to
comply with ADA provisions, and typically under tenant leases are obligated to cover costs associated with
compliance, if required changes involve greater expenditures than anticipated, or if the changes must be
made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be
adversely affected. Furthermore, we may not be able to pass on to our tenants any costs necessary to
remediate ADA issues in common areas of our properties. As a result, we could be required to expend
funds to comply with the provisions of the ADA, which could adversely affect our results of operations and
financial condition. In addition, we are required to operate the properties in compliance with fire and safety
regulations, building codes and other land use regulations, as they may be adopted by governmental
agencies and bodies and become applicable to the properties. We may be required to make substantial
capital expenditures to comply with, and we may be restricted in our ability to renovate the properties
subject to, those requirements. The resulting expenditures and restrictions could have a material adverse
effect on our ability to meet our financial obligations.

Our real estate assets may be subject to impairment charges.

On a periodic basis, we assess whether there are any indicators that the value of our real estate assets

and other investments may be impaired. A property’s value is considered to be impaired only if the
estimated aggregate future cash flows (undiscounted and without interest charges) to be generated by the
property are less than the carrying value of the property. In our estimate of cash flows, we consider factors
such as expected future operating income, trends and prospects, the effects of demand, competition and
other factors. If we are evaluating the potential sale of an asset or development alternatives, the
undiscounted future cash flows considers the most likely course of action at 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 are impairments in the value of our real estate assets and other
investments. These assessments may have a direct impact on our earnings because recording an impairment
charge results in an immediate negative adjustment to earnings. There can be no assurance that we will not
take additional charges in the future related to the impairment of our assets. Any future impairment could
have a material adverse effect on our results of operations in the period in which the charge is taken.

We face and our tenants face risks relating to cybersecurity attacks that could cause loss of confidential
information and other business disruptions.

We rely extensively on computer systems to process transactions and manage our business, and our
business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain
unauthorized access to our data and computer systems. Attacks can be both individual and/or highly
organized attempts organized by very sophisticated hacking organizations. We employ a number of
measures to prevent, detect and mitigate these threats, which include password protection, frequent
password change events, firewall detection systems, frequent backups, a redundant data system for core
applications and annual penetration testing; however, there is no guarantee such efforts will be successful in
preventing a cyber attack. A cybersecurity attack could compromise the confidential information of our
employees, tenants and vendors. A successful attack could disrupt and affect the business operations,
damage our reputation, and result in significant remediation costs. Similarly, our tenants rely extensively on
computer systems to process transactions and manage their business and thus their businesses are also at
risk from and may be impacted by cybersecurity attacks. An interruption in the business operations of our
tenants or in their reputation resulting from a cybersecurity attack could indirectly impact our business
operations. As of December 31, 2015 we have not had any material incidences involving cybersecurity
attacks.

We are highly dependent upon senior management, and failure to attract and retain key members of senior
management could have a material adverse effect on us.

We are highly dependent on the performance and continued efforts of the 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, results of operations, cash flow, capital resources and liquidity.

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We face competition in pursuing acquisition opportunities that could increase our costs.

We continue to evaluate the market for available properties and may acquire properties when we believe
strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully operate or
re-develop them is subject to a number of risks. We may be unable to acquire a desired property because of
competition from other real estate investors with substantial capital, including from other REITs and
institutional investment funds. Even if we are able to acquire a desired property, competition from other
potential acquirers may significantly increase the purchase price.

Risks Related to Our Organization and Structure

Blackstone owns a significant percentage of our stock and has the ability to exercise influence over us.

Blackstone beneficially owns shares of our common stock providing them with an aggregate 36.1% of

the total voting power of Brixmor Property Group Inc. as of December 31, 2015. Under our bylaws and
our stockholders’ agreement with Blackstone and its affiliates, while Blackstone retains certain ownership
percentages of us, we will agree to nominate to our board a certain number of individuals designated by
Blackstone, whom we refer to as the “Blackstone Directors.” Accordingly, for so long as Blackstone
continues to own a significant percentage of our stock, Blackstone will be able to influence the composition
of our board of directors, the approval of actions requiring stockholder approval, our business plans and
policies and the appointment and removal of our executive officers. Some of these actions could cause or
prevent a change of control of our company or a change in the composition of our board of directors and
could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive
you of an opportunity to receive a premium for your shares of common stock as part of a sale of our
company and ultimately might affect the market price of our common stock.

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 which could have the effect of discouraging a
takeover or other transaction in which holders of some or a majority of BPG’s outstanding common stock
might receive a premium for their shares over the then current market price of our common stock.

Certain provisions in the organizational documents of the partnership agreement for the Operating Partnership
may delay or prevent unsolicited acquisitions of us.

Provisions in the organizational documents of the partnership agreement for the Operating Partnership

may delay, defer or prevent a transaction or a change of control that might involve a premium price for
BPG’s common stock. These provisions could discourage third parties from making proposals involving an
unsolicited acquisition of us or change of our control, although some stockholders might consider such
proposals, if made, desirable. These provisions include, among others:

•

•

•

•

•

redemption or exchange rights of qualifying parties;

transfer restrictions on the OP Units held directly or indirectly by BPG;

our inability in some cases to amend the charter documents of the partnership agreement of the
Operating Partnership without the consent of the holders of the Outstanding OP Units;

the right of the holders of the Outstanding OP Units to consent to mergers involving us under
specified circumstances; and

the right of the holders of the Outstanding OP Units to consent to transfers of the general
partnership interest.

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Any potential change of control transaction may be further limited as a result of provisions of the

partnership unit designation for the OP Units, which require us to preserve the rights of OP Unit holders
and may restrict us from amending the partnership agreement of our Operating Partnership in a manner
that would have an adverse effect on the rights of Blackstone or other OP Unit holders.

BPG’s bylaws generally may be amended only by its board of directors, which could limit your control of
certain aspects of BPG’s corporate governance.

BPG’s board of directors has the sole power to amend BPG’s bylaws, except that, so long as the
stockholders’ agreement remains in effect, certain amendments to BPG’s bylaws will require the consent of
Blackstone and amendments to BPG’s bylaws that would allow BPG’s board of directors to repeal its
exemption of any transaction between BPG and any other person from the “business combination”
provisions of the Maryland General Corporation Law (the “MGCL”) or the exemption of any acquisition
of BPG’s stock from the “control share” provisions of the MGCL must be approved by BPG’s
stockholders. Thus, BPG’s board may amend the bylaws in a way that may be detrimental to your interests.

BPG’s board of directors may change significant corporate policies without stockholder approval.

BPG’s investment, financing, borrowing and dividend policies and our policies with respect to all other

activities, including growth, debt, capitalization 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 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 these
policies or the termination of BPG’s REIT election could have an adverse effect on our financial condition,
our results of operations, our 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.

BPG’s rights and the rights of BPG’s stockholders to take action against BPG’s directors and officers are
limited.

BPG’s charter eliminates the liability of BPG’s directors and officers to us and BPG’s stockholders for
money damages to the maximum extent permitted under Maryland law. Under 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:

•

•

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 or

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, to the maximum extent permitted by 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 your recourse in the event of actions that are not
in BPG’s best interests.

BPG’s charter contains a provision that expressly permits Blackstone and BPG’s non-employee directors to
compete with us.

Blackstone may compete with us for investments in properties and for tenants. There is no assurance

that any conflicts of interest created by such competition will be resolved in our favor. Moreover,

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Blackstone is in the business of making investments in companies and acquires and holds interests in
businesses that compete directly or indirectly with us. BPG’s charter provides that, to the maximum extent
permitted from time to time by Maryland law, BPG renounce 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, and none of Blackstone or any of its affiliates, or
any director who is not employed by BPG or any of his or her affiliates, will have any duty 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 or to refrain from otherwise competing
with us or our affiliates. Blackstone also may pursue acquisition opportunities that may be complementary
to our business, and, as a result, those acquisition opportunities may not be available to us.

BPG’s charter provides that, to the maximum extent permitted from time to time by Maryland law,
Blackstone and each of BPG’s non-employee directors (including those designated by Blackstone), 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 it were not BPG’s director or stockholder; and

in his, her or its personal capacity or in his, her or its 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 Blackstone, 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 his or her 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, our results of
operations, our cash flow, the per share trading price of our common stock and our ability to satisfy our
debt service obligations and to pay dividends to our stockholders.

Conflicts of interest could arise in the future between the interests of BPG’s stockholders and the interests of
holders of OP Units.

Because BPG controls the general partner of the Operating Partnership, BPG has fiduciary duties to

the other limited partners in the operating partnership, the discharge of which may conflict with the
interests of BPG’s stockholders. The limited partners of the Operating Partnership have agreed that, in the
event of a conflict between the duties owed by BPG’s directors to BPG and, in BPG’s capacity as the
controlling stockholder of the sole member of the general partner of the Operating Partnership, the
fiduciary duties owed by the general partner of the Operating Partnership to such limited partners, BPG is
under no obligation to give priority to the interests of such limited partners. However, those persons
holding OP Units will have the right to vote on certain amendments to the operating partnership agreement
(which require approval by a majority in interest of the limited partners, including BPG Sub) and
individually to approve certain amendments that would adversely affect their rights. These voting rights may
be exercised in a manner that conflicts with the interests of BPG’s stockholders. For example, BPG is
unable to modify the rights of limited partners to receive distributions as set forth in the operating
partnership agreement in a manner that adversely affects their rights without their consent, even though
such modification might be in the best interest of BPG’s stockholders.

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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 expects to continue to operate so as to qualify as a REIT under the Code. However, qualification

as a REIT involves the application of highly technical and complex Code provisions for which only a
limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure
provisions in the Code, BPG could fail to meet various compliance requirements, which could jeopardize its
REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance
potentially with retroactive effect, could make it more difficult or impossible for BPG to qualify as a REIT.
If BPG fails to qualify as a REIT in any tax year, then:

•

•

•

•

BPG would be taxed as a regular domestic corporation, which under current laws, among other
things, means being unable to deduct distributions to stockholders in computing taxable income
and being subject to federal income tax on its taxable income at regular corporate income tax
rates;

any resulting tax liability could be substantial and could have a material adverse effect on BPG’s
book value;

unless BPG were entitled to relief under applicable statutory provisions, BPG would be required
to pay taxes, and thus, BPG’s cash available for distribution to stockholders would be reduced for
each of the years during which BPG did not qualify as a REIT and for which BPG had taxable
income; and

BPG generally would not be eligible to requalify as a REIT for the subsequent four full taxable
years.

REITs, in certain circumstances, may incur tax liabilities that would reduce BPG’s cash available for
distribution to you.

Even if BPG qualifies and maintains its status as a REIT, BPG may be subject to U.S. federal income

taxes and related state and local taxes. For example, net income from the sale of properties that are “dealer”
properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. BPG
may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if BPG were to
fail an income test (and did not lose its REIT status because such failure was due to reasonable cause and
not willful neglect) BPG would be subject to tax on the income that does not meet the income test
requirements. BPG also may decide to retain net capital gain BPG earns from the sale or other disposition
of BPG’s investments and pay income tax directly on such income. In that event, BPG’s stockholders would
be treated as if they earned that income and paid the tax on it directly. However, stockholders that are
tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment
of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax.
BPG also may be subject to state and local taxes on its income or property, including franchise, payroll,
mortgage recording and transfer taxes, either directly or at the level of the other companies through which
BPG indirectly own its assets, such as BPG’s taxable REIT subsidiaries (“TRS”), which are subject to full
U.S. federal, state, local and foreign corporate-level income taxes. Any taxes BPG pays directly or indirectly
will reduce BPG’s cash available for distribution to you.

Complying with REIT requirements may cause BPG to forego otherwise attractive opportunities and limit its
expansion opportunities.

In order to qualify as a REIT for U.S. federal income tax purposes, BPG must continually satisfy tests
concerning, among other things, BPG’s sources of income, the nature of its investments in commercial real
estate and related assets, the amounts BPG distributes to its stockholders and the ownership of BPG’s
stock. BPG may also be required to make distributions to stockholders at disadvantageous times or when
BPG does not have funds readily available for distribution. Thus, compliance with REIT requirements may
hinder BPG’s ability to operate solely on the basis of maximizing profits.

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Complying with REIT requirements may force BPG to liquidate or restructure otherwise attractive
investments.

In order to qualify as a REIT, BPG must also ensure that at the end of each calendar quarter, at least

75% of the value of its assets consists of cash, cash items, government securities and qualified REIT real
estate assets. The remainder of 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 BPG and such issuer jointly elect for such issuer to be treated as a “taxable REIT
subsidiary” under the Code. 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. 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. 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.

Complying with 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 risk of interest rate changes with respect to
borrowings made or to be made to acquire or carry real estate assets, 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 advantageous hedging techniques or implement those hedges through a domestic
TRS. This could increase the cost of BPG’s hedging activities because its TRS would be subject to tax on
gains or expose itself to greater risks associated with changes in interest rates than BPG would otherwise
want to bear. In addition, losses in BPG’s TRS will generally not provide any tax benefit, except for being
carried forward against future taxable income in the TRS.

Complying with REIT requirements may force BPG to borrow to make distributions to stockholders.

From time to time, BPG’s taxable income may be greater than its cash flow available for distribution to

stockholders. If BPG does not have other funds available in these situations, BPG may be unable to
distribute substantially all of its taxable income as required by the REIT provisions of the Code. Thus, BPG
could be required to borrow funds, sell a portion of its assets at disadvantageous prices or find another
alternative. These options could increase BPG’s costs or reduce its equity.

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 9.8% 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 federal income tax purposes, among other purposes, BPG’s charter prohibits
beneficial or constructive ownership by any person 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 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 persons to be deemed to be
constructively owned by one person. As a result, the acquisition of less than 9.8% of BPG’s outstanding
common stock or BPG’s stock by a person could cause a person to own constructively in excess of 9.8% of
BPG’s outstanding common stock or BPG’s 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

23

ownership limit without the consent of 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, and the person who attempted
to acquire such excess shares will not have any rights in such excess shares, or in the transfer being void.

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
receipt of a premium to the price of BPG’s stock (and 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.

Failure to qualify as a domestically-controlled REIT could subject BPG’s non-U.S. stockholders to adverse
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 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 5% (10% on or after December 18, 2015) 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 you 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 (which does not equal net income, as calculated in
accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net
capital gain. In order to satisfy this requirement, BPG may make distributions that are payable in cash
and/or shares of BPG’s stock (which could account for up to 90% of the aggregate amount of such
distributions) at the election of each stockholder. Taxable stockholders receiving such distributions will be
required to include the full amount 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. 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 shares 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. If a U.S. stockholder sells the stock that it receives as part of the distribution in order
to pay this tax, the sales proceeds may be less than the amount it must include in income with respect to the
distribution, depending on the market price of BPG’s stock at the time of the sale. 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 determine to sell shares of BPG’s stock in order to pay taxes owed on dividend income, such
sale may put downward pressure on the market price of BPG’s stock.

Various tax aspects of such a taxable cash/stock distribution are uncertain and have not yet been
addressed by the Internal Revenue Service (“IRS”). No assurance can be given that the IRS will not impose
requirements in the future with respect to taxable cash/stock distributions, including on a retroactive basis,
or assert that the requirements for such taxable cash/stock distributions have not been met.

24

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S.

stockholders has been reduced by legislation to 23.8% (taking into account the 3.8% Medicare tax
applicable to net investment income). Dividends payable by REITs, however, generally are not eligible for
the reduced rates. Although this legislation does not adversely affect the taxation of REITs or dividends
payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause
certain non-corporate investors to perceive investments in REITs to be relatively less attractive than
investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the
value of the shares of REITs, including BPG’s stock.

BPG depends on external sources of capital to finance its growth.

As with other REITs, but unlike corporations generally, BPG’s ability to finance its growth must

largely be funded by external sources of capital because BPG generally will have to distribute to its
stockholders 90% of its taxable income (determined without regard to the deduction for dividends paid and
excluding net capital gain) in order to qualify as a REIT, including taxable income where BPG does not
receive corresponding cash. BPG’s access to external capital depends upon a number of factors, including
general market conditions, the market’s perception of BPG’s growth potential, BPG’s current and potential
future earnings, cash distributions and the market price of BPG’s stock.

BPG may be subject to adverse legislative or regulatory tax changes that could increase BPG’s tax liability,
reduce BPG’s operating flexibility and reduce the price of BPG’s stock.

In recent years, numerous legislative, judicial and administrative changes have been made in the
provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of
BPG’s stock. Additional changes to the tax laws are likely to continue to occur, and BPG cannot assure you
that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have
an adverse effect on an investment in BPG’s shares or on the market value or the resale potential of BPG’s
assets. You are urged to consult with your tax advisor with respect to the impact of recent legislation
(including the Protecting Americans from Tax Hikes Act of 2015, which was enacted on December 18,
2015) on your investment in BPG’s shares and the status of legislative, regulatory or administrative
developments and proposals and their potential effect on an investment in BPG’s shares. Although REITs
generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible
that future legislation would result in a REIT having fewer tax advantages, and it could become more
advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax
purposes as a corporation. As a result, BPG’s charter provides BPG’s board of directors with the power,
under certain circumstances, to revoke or otherwise terminate BPG’s REIT election and cause BPG to be
taxed as a regular corporation, without the approval of BPG’s stockholders.

Liquidation of assets may jeopardize BPG’s REIT qualification.

To qualify as a REIT, BPG must comply with requirements regarding its assets and its sources of
income. If BPG was compelled to liquidate its investments to repay obligations to its lenders, BPG may be
unable to comply with these requirements, ultimately jeopardizing BPG’s qualification as a REIT, or BPG
may be subject to a 100% tax on any resultant gain if BPG sells assets that are treated as dealer property or
inventory.

BPG’s ownership of and relationship with any TRS is restricted, and a failure to comply with the restrictions
would jeopardize BPG’s REIT status and may result in the application of a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would

not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must
jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns
more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no
more than 25% (20% effective for taxable years beginning after December 31, 2017) of the value of a
REIT’s assets may consist of stock or securities of one or more TRSs. The value of BPG’s interests in and
thus the amount of assets held in a TRS may also be restricted by BPG’s need to qualify for an exclusion

25

from regulation as an investment company under the Investment Company Act. A TRS will pay federal,
state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules
limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is
subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain
transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Any TRS BPG owns, as a domestic TRS, will pay federal, state and local income tax on its taxable
income, and its after-tax net income is available for distribution to BPG but is not required to be distributed
to BPG. The aggregate value of the TRS stock and securities owned by BPG cannot exceed 25% (20%
effective for taxable years beginning after December 31, 2017) of the value of BPG’s total assets (including
the TRS stock and securities). Although BPG’s plan to monitor its investments in TRSs, there can be no
assurance that BPG will be able to comply with the TRS limitation discussed above or to avoid application
of the 100% excise tax discussed above.

Risks Related to Ownership of BPG’s Common Stock

The cash available for distribution to stockholders may not be sufficient to pay dividends at expected levels, nor
can we assure you of our ability to make distributions in the future. We may use borrowed funds to make
distributions.

If cash available for distribution generated by our assets decreases in future periods from expected
levels, 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. In addition, some of our distributions may include a return
of capital. To the extent that we decide to make distributions in excess of our current and accumulated
earnings and profits, such distributions would generally be considered a return of capital for federal income
tax purposes to the extent 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 in 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 we borrow to fund distributions, our future interest costs would increase, thereby
reducing our earnings and cash available for distribution from what they otherwise would have been.

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 could decline.

The trading market for BPG’s shares is influenced by the research and reports that industry or

securities analysts publish about us or our business. If any of the analysts who cover us downgrades BPG’s
common stock or publishes inaccurate or unfavorable research about our business, BPG’s share price may
decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in
the financial markets, which in turn could cause BPG’s common stock price or trading volume to decline
and BPG’s shares to be less liquid. An inactive market may also impair our ability to raise capital by selling
shares and may impair our ability to acquire additional properties or other businesses by using BPG’s
shares as consideration, which in turn could materially adversely affect our business. In addition, the stock
market in general, and the NYSE and REITs in particular, have recently experienced extreme price and
volume fluctuations. These broad market and industry factors may decrease the market price of BPG’s
shares, regardless of our actual operating performance. For these reasons, among others, the market price
of BPG’s shares may decline substantially and quickly.

BPG’s share price may decline due to the large number of BPG’s shares eligible for future sale.

The market price of BPG’s common stock could decline as a result of sales of a large number of shares

of BPG’s common stock in the market or the perception that such sales could occur. These sales, or the
possibility that these sales may occur, also might make it more difficult for BPG to sell shares of BPG’s
common stock in the future at a time and at a price that we deem appropriate. BPG had a total of
299,153,127 shares of common stock outstanding as of February 1, 2016.

26

As of February 1, 2016, 108,053,553 shares of BPG’s outstanding common stock were held by

Blackstone. In accordance with the registration rights agreement we entered into with Blackstone, BPG has
filed an effective registration statement on Form S-3 under the Securities Act pursuant to which Blackstone
may offer and sell from time to time shares of BPG’s common stock held by Blackstone, including shares
received upon redemption of OP Units. These shares are also eligible for sale in the public market in
accordance with and subject to the limitation on sales by affiliates as provided in Rule 144 under the
Securities Act of 1933, as amended (the “Securities Act”). As of February 1, 2016, 5,213,088 OP Units were
held by Blackstone (4,976,248) and our current and former executive officers (236,840). The OP Unit
holders have the right to require the Operating Partnership to redeem part or all of the OP Units for cash,
based upon the value of an equivalent number of shares of BPG’s common stock at the time of the election
to redeem, or, at our election, exchange them for an equivalent number of shares of BPG’s common stock,
subject to the ownership limit and other restrictions on ownership and transfer set forth in BPG’s charter.
These exchanges, or the possibility that these exchanges may occur, also might make it more difficult for
holders of our common stock to sell such stock in the future at a time and at a price that they deem
appropriate.

BPG filed a registration statement on Form S-8 under the Securities Act to register 15,000,000 shares
of BPG’s common stock or securities convertible into or exchangeable for shares of BPG’s common stock
that may be issued pursuant to BPG’s 2013 Omnibus Incentive Plan. Such Form S-8 registration statement
automatically became effective upon filing. Accordingly, shares registered under such registration statement
will be available for sale in the open market.

BPG’s charter provides that BPG may issue up to 3,000,000,000 shares of common stock, and

300,000,000 shares of preferred stock, $0.01 par value per share. Moreover, under Maryland law and BPG’s
charter, BPG’s board of directors has the power to increase the aggregate number of shares of stock or the
number of shares of stock of any class or series that BPG is authorized to issue without stockholder
approval. Similarly, the agreement of limited partnership of the Operating Partnership authorizes us to
issue an unlimited number of additional OP Units of the Operating Partnership, which may be
exchangeable for shares of BPG’s common stock.

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 cash dividends.

Securities markets worldwide experience significant price and volume fluctuations. This market

volatility, as well as general economic, market or political conditions, could reduce the market price 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. One of the factors that
may influence the market price of BPG’s common stock is the annual yield from distributions on our
common stock as compared to yields on other financial instruments. 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. As a result, if interest
rates rise, it is likely that the market price of BPG’s common stock will decrease as market rates on
interest-bearing securities increase. In addition, BPG’s operating results could be below the expectations of
public market analysts and investors, and in response the market price of BPG’s shares could decrease
significantly. The market value of the equity securities of a REIT is also based upon the market’s perception
of the REIT’s growth potential and its current and potential future cash distributions, whether from
operations, sales or refinancings, and is secondarily based upon the real estate market value of the
underlying assets. For that reason, BPG’s common stock may trade at prices that are higher or lower than
our net asset value per share. To the extent we retain operating cash flow for investment purposes, working
capital reserves or other purposes, these retained funds, while increasing the value of our underlying assets,
may not correspondingly increase the market price of BPG’s common stock. Our failure to meet the
market’s expectations with regard to future earnings and cash distributions likely would adversely affect the
market price of BPG’s common stock and, in such instances, you may be unable to resell your shares at a
price that is in excess of your investment in the shares.

Item 1B. Unresolved Staff Comments

None.

27

Item 2. Properties

Our Portfolio at December 31, 2015 consisted of 518 shopping centers, including 517 wholly owned
shopping centers and one shopping center held through an unconsolidated joint venture. 65.3% of the ABR
in our Portfolio as of December 31, 2015 is derived from shopping centers located in the top 50 U.S. MSAs
by population. Our top markets by ABR include the MSAs of New York, Philadelphia and Houston.

With an average shopping center size of approximately 167,212 sq. ft. as of December 31, 2015, our

Portfolio is comprised predominantly of community shopping centers (63% of our shopping centers) as of
December 31, 2015, with the balance comprised of neighborhood shopping centers. Our shopping centers
have an appropriate mix of anchor and small shop GLA, with approximately one-third of the portfolio
GLA comprised of small shop space. Our shopping centers are anchored by a mix of leading grocers,
national and regional discount and general merchandise retailers and category-dominant anchors. We
believe that the necessity- and value-oriented merchandise mix of the retail tenants in our centers reduces
our exposure to macro-economic cycles and consumer purchases via the internet, generating more
predictable property-level cash flows. Such retailers provide goods and services that consumers purchase
regularly such as food, health care items and household supplies. Such retailers also sell items such as
clothing at lower prices than other traditional retailers.

Overall, in our Portfolio we have a broad and highly diversified retail tenant base that includes
approximately 5,500 tenants, with no one tenant representing more than 3.4% of the total ABR generated
from our shopping centers as of December 31, 2015. Our three largest tenants are The Kroger Co., The
TJX Companies and Dollar Tree Stores, Inc., representing 3.4%, 3.1% and 1.9% of total Portfolio ABR as
of December 31, 2015, respectively.

The following chart lists our top 20 tenants by ABR (owned only) in our Portfolio as of December 31,

2015, illustrating the diversity of our tenant base (dollars in thousands):

Retailer
The Kroger Co.
. . . . . . . . . . . . . . . . . . .
The TJX Companies, Inc. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
Dollar Tree Stores, Inc.
. . . . . . . . . . . . . . .
Wal-Mart Stores, Inc.
. . . . . . . . . . . .
Publix Super Markets, Inc.
. . . . . . . . . . . . . . . . . .
Ahold USA, Inc.
Albertsons Companies, Inc.
. . . . . . . . . . .
Burlington Stores, Inc. . . . . . . . . . . . . . . .
PetSmart, Inc. . . . . . . . . . . . . . . . . . . . .
Bed Bath & Beyond Inc. . . . . . . . . . . . . . .
Sears Holdings Corporation . . . . . . . . . . .
Ross Stores, Inc. . . . . . . . . . . . . . . . . . . .
Best Buy Co., Inc. . . . . . . . . . . . . . . . . . .
Office Depot, Inc. . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
Big Lots, Inc.
Staples, Inc.
. . . . . . . . . . . . . . . . . . . . .
Kohl’s Corporation . . . . . . . . . . . . . . . . .
Party City Corporation . . . . . . . . . . . . . .
. . . . . . . . . .
PETCO Animal Supplies, Inc.
DICK’S Sporting Goods, Inc.
. . . . . . . . . .
TOP 20 RETAILERS . . . . . . . . . . . . . . .

Owned Leases
71
91
168
29
39
22
22
19
30
30
23
30
16
35
44
29
12
36
35
13
794

GLA
4,583,904
2,907,531
1,869,080
3,548,000
1,801,416
1,314,212
1,225,287
1,389,971
652,714
737,711
2,135,926
844,474
660,392
787,551
1,417,743
612,831
1,002,715
505,174
465,435
542,121
29,004,188

Percent of
Portfolio GLA
5.3%
3.4%
2.2%
4.1%
2.1%
1.5%
1.4%
1.6%
0.8%
0.9%
2.5%
1.0%
0.8%
0.9%
1.6%
0.7%
1.2%
0.6%
0.5%
0.6%
33.7%

ABR
$ 31,810
29,663
18,297
16,911
16,659
14,755
13,547
10,583
9,303
9,248
9,201
9,104
8,832
8,579
8,516
7,620
7,330
7,248
7,215
6,948
$251,369

Percent of
Portfolio ABR
3.4%
3.1%
1.9%
1.8%
1.8%
1.6%
1.4%
1.1%
1.0%
1.0%
1.0%
1.0%
0.9%
0.9%
0.9%
0.8%
0.8%
0.8%
0.8%
0.7%
26.7%

28

The following table sets forth certain information as of December 31, 2015, regarding the shopping
centers in our Portfolio on a state-by-state basis (dollars in thousands, expect per square foot information):

State

1 Texas . . . . . . . . . . . .
2 Florida . . . . . . . . . . .
3 California . . . . . . . . .
4
Pennsylvania . . . . . . .
5 New York . . . . . . . . .
Illinois . . . . . . . . . . .
6
7 Georgia. . . . . . . . . . .
8 Ohio . . . . . . . . . . . . .
9 New Jersey . . . . . . . .
10 North Carolina . . . . .
11 Michigan . . . . . . . . .
12 Connecticut . . . . . . .
13 Tennessee . . . . . . . . .
14 Kentucky . . . . . . . . .
15 Massachusetts . . . . . .
16 Colorado . . . . . . . . .
17 Minnesota. . . . . . . . .
18 Indiana . . . . . . . . . . .
19 Virginia. . . . . . . . . . .
20 South Carolina . . . . .
21 Maryland . . . . . . . . .
22 Nevada . . . . . . . . . . .
23 New Hampshire . . . .
24 Alabama . . . . . . . . . .
25 Wisconsin . . . . . . . . .
26 Missouri . . . . . . . . . .
27 Iowa . . . . . . . . . . . . .
28 Mississippi . . . . . . . .
29 Louisiana . . . . . . . . .
30 Kansas . . . . . . . . . . .
31 Arizona. . . . . . . . . . .
32 Delaware. . . . . . . . . .
33 West Virginia. . . . . . .
34 Maine . . . . . . . . . . . .
35 Vermont . . . . . . . . . .
36 Oklahoma . . . . . . . . .
37 Rhode Island . . . . . .
38 New Mexico . . . . . . .
TOTAL . . . . . . . . . . .

Number of
Properties
66
58
29
36
33
24
37
24
18
21
19
15
16
12
11
6
10
12
11
8
5
3
5
4
5
6
4
3
4
2
2
1
2
1
1
1
1
2
518

ABR

Percent
Billed

GLA
9,546,631
9,013,977
5,776,931
5,952,138
4,340,537
4,851,372
5,264,566
4,526,015
3,084,514
4,325,767
3,700,324
2,260,429
3,238,621
2,583,516
1,885,703
1,478,898
1,474,437
1,963,426
1,446,496
1,362,344

Percent
Leased
92.0% 90.4% $105,293
91.2% 88.5% 104,328
91,001
97.6% 95.4%
68,267
96.0% 95.6%
64,126
91.6% 89.9%
51,999
92.3% 91.0%
45,960
89.9% 88.4%
42,685
91.6% 91.0%
42,363
94.4% 93.3%
40,714
91.3% 90.0%
32,422
92.3% 91.3%
30,815
95.0% 89.8%
29,938
94.7% 92.9%
21,714
96.3% 96.1%
21,298
94.0% 93.2%
18,272
92.4% 88.5%
15,605
92.1% 91.4%
15,428
87.9% 86.5%
13,677
84.2% 83.5%
13,095
86.6% 85.9%
9,915
776,427 100.0% 98.2%
8,274
94.3% 93.5%
613,061
7,851
90.4% 84.0%
770,330
7,369
92.7% 92.4%
984,573
7,032
90.2% 89.9%
760,890
6,488
89.8% 87.1%
862,861
4,157
90.0% 89.1%
721,937
3,892
95.0% 79.8%
406,316
3,702
96.0% 95.1%
612,368
2,890
91.7% 91.1%
367,779
2,638
288,110
77.3% 62.2%
2,336
191,974 100.0% 100.0%
2,012
97.2% 96.9%
251,500
1,917
91.8% 89.4%
287,513
1,906
224,514
98.2% 98.2%
1,765
186,851 100.0% 100.0%
1,556
148,126
99.2% 99.2%
967
83,800 100.0% 100.0%
92.6% 91.0% $945,667

86,615,572

Percent of
Number of
Properties
12.7%
11.1%
5.5%
6.9%
6.4%
4.6%
7.1%
4.6%
3.5%
4.1%
3.7%
2.9%
3.1%
2.3%
2.1%
1.2%
1.9%
2.3%
2.1%
1.5%
1.0%
0.6%
1.0%
0.8%
1.0%
1.2%
0.8%
0.6%
0.8%
0.4%
0.4%
0.2%
0.4%
0.2%
0.2%
0.2%
0.2%
0.4%

Percent
Percent
of GLA
of ABR
11.0% 11.1%
10.4% 11.0%
9.6%
6.6%
7.2%
6.9%
6.8%
5.0%
5.5%
5.6%
4.9%
6.1%
4.5%
5.2%
4.5%
3.6%
4.3%
5.0%
3.4%
4.3%
3.3%
2.6%
3.2%
3.7%
2.3%
3.0%
2.3%
2.2%
2.0%
1.7%
1.7%
1.7%
1.6%
2.3%
1.4%
1.7%
1.4%
1.6%
1.0%
0.9%
0.9%
0.7%
0.8%
0.9%
0.8%
1.1%
0.7%
0.9%
0.7%
1.0%
0.4%
0.8%
0.4%
0.5%
0.4%
0.7%
0.3%
0.4%
0.3%
0.3%
0.2%
0.2%
0.2%
0.3%
0.2%
0.3%
0.2%
0.3%
0.2%
0.2%
0.2%
0.2%
0.1%
0.1%
100.0% 100.0% 100.0%

ABR/SF(1)
$12.84
13.14
17.19
14.41
16.79
12.59
9.93
11.92
15.48
10.90
11.75
15.41
10.22
9.31
15.31
13.43
12.22
9.74
11.85
11.34
12.83
14.39
14.35
10.00
10.25
8.51
6.45
10.21
6.30
11.11
11.85
12.17
8.23
20.08
8.64
9.45
10.59
11.54
$12.76

(1) ABR/SF is calculated as ABR divided by leased GLA, excluding the GLA of lessee owned leasehold

improvements.

29

The following table sets forth certain information by unit size for our Portfolio as of December 31,

Percent
Leased

Percent
Billed

Percent of
Vacant GLA

ABR

ABR/SF(1)

2015 (dollars in thousands):

≥ 35,000 SF . . . . . . . . . . . . . .
20,000 − 34,999 SF . . . . . . . . . .
10,000 − 19,999 SF . . . . . . . . . .
5,000 − 9,999 SF . . . . . . . . . . .
< 5,000 SF . . . . . . . . . . . . . . .

Number of
Units

581
550
755
1,376
8,459

GLA

36,150,924
14,468,974
10,274,377
9,464,551
16,256,746

98.1% 97.2%
95.6% 93.7%
90.1% 87.8%
86.3% 84.3%
83.1% 80.4%

10.5%
10.1%
15.9%
20.4%
43.1%

TOTAL . . . . . . . . . . . . . . . . .

11,721

86,615,572

92.6% 91.0%

100.0%

TOTAL ≥ 10,000 SF . . . . . . . . .
TOTAL < 10,000 SF . . . . . . . . .

1,886
9,835

60,894,275
25,721,297

96.2% 94.8%
84.3% 81.9%

36.5%
63.5%

$278,350
133,357
113,390
124,483
296,087

$945,667

$525,097
420,570

$ 9.16
9.75
12.57
15.85
22.51

$12.76

$ 9.89
20.02

(1) ABR/SF is calculated as ABR divided by leased GLA, excluding the GLA of lessee owned leasehold

improvements.

The following table sets forth, as of December 31, 2015, a schedule of lease expirations for leases in
place within our Portfolio for each of the next ten calendar years and thereafter, assuming no exercise of
renewal options or base rent escalations over the lease term and including the GLA of lessee owned
leasehold improvements (dollars in thousands):

Month to Month . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . .
2025+ . . . . . . . . . . . . . . . . . . . . . . .

Number of
Leases

744
1,549
1,700
1,579
1,338
1,182
507
277
282
304
640

Leased GLA

2,352,602
7,923,535
10,999,208
10,122,010
10,342,317
10,806,589
6,082,581
3,665,345
3,768,107
3,411,327
10,770,456

Percent of
Leased GLA

2.8%
9.9%
13.7%
12.6%
12.9%
13.5%
7.6%
4.6%
4.7%
4.3%
13.4%

ABR/SF

$13.15
12.12
12.00
12.47
11.58
11.15
10.97
11.00
10.18
12.66
12.21

Percent of
ABR

3.2%
10.1%
13.9%
13.4%
12.7%
12.7%
7.1%
4.3%
4.1%
4.6%
13.9%

We believe that all of the properties in our portfolio are suitable for use as a community or

neighborhood shopping center.

More specific information with respect to each of our property interests is set forth in Exhibit 99.2,

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 contain renewal options for one or more additional periods. Smaller tenants typically have leases
with terms ranging from three to five years, which may or may not contain renewal options. Leases in our
portfolio generally provide for the payment of fixed monthly rentals. Leases may also provide for the
payment of additional rent based upon a percentage of the tenant’s gross sales above a certain threshold
level. Leases typically contain contractual increases in base rentals over both the primary terms and renewal
periods. Our leases generally include tenant reimbursements for common area costs, insurance and real
estate taxes. Utilities are generally paid by tenants either through separate meters or reimbursement.

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 exist.

30

Insurance

We have a wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap
underwrites the first layer of general liability insurance programs for the Company’s properties. The
Company formed Incap as part of its overall risk management program and to stabilize insurance costs,
manage exposure and recoup expenses through the functions of the captive program.

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 and
industry practice and the nature of the shopping centers in our portfolio. 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 due to activities conducted by tenants or their agents on the properties (including
without limitation any environmental contamination), and at the tenant’s expense, to obtain and keep in full
force during the term of the lease, liability and property damage insurance policies. 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 loss from war. See “Risk Factors — Risks Related to Our
Properties and Our Business — Any uninsured loss on properties or a loss that exceeds the limits of our
insurance policies could result in a loss of our investment or related revenue in our portfolio.”

Item 3. Legal Proceedings

The information contained under the heading “Legal Matters” in Note 13 — Commitments and
Contingencies to our consolidated financial statements in this report is incorporated by reference into this
Item 3.

Item 4. Mine Safety Disclosures

Not applicable.

31

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, 2015 and 2014 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,” and the quarterly declared dividend per share of common stock for the years ended
December 31, 2015 and 2014:

Period

2015:

Stock Price

High

Low

Cash Dividends
Declared

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$27.43

$24.22

$0.225

Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26.70

25.50

26.48

22.97

20.78

23.00

2014:

First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$22.37
23.23
24.10
25.95

$20.05
20.44
22.04
21.82

0.225

0.225

0.245

$0.200
0.200
0.200
0.225

As of February 1, 2016, the number of holders of record of BPG’s common stock was 179. 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.

The Internal Revenue Code of 1986, as amended (the “Code”), generally requires that a REIT

distribute annually at least 90% of its REIT taxable income, determined without regard to the deduction for
dividends paid and excluding net capital gains, and imposes tax on any taxable income retained by a REIT,
including capital gains. To satisfy the requirements for qualification as a REIT and generally not be subject
to U.S. federal income and excise tax, BPG intends to make regular quarterly distributions of all or
substantially all of BPG’s REIT taxable income to holders of BPG’s common stock out of assets legally
available for such purposes.

BPG’s future distributions will be at the sole discretion of BPG’s board of directors. When determining

the amount of future distributions, we expect that BPG’s board of directors will consider, among other
factors, (1) the amount of cash generated from our operating activities, (2) our expectations of future cash
flows, (3) our determination of near-term cash needs for debt repayments, existing or future share
repurchases, and selective acquisitions of new properties, (4) the timing of significant redevelopment and
re-leasing activities and the establishment of additional cash reserves for anticipated tenant improvements
and general property capital improvements, (5) our ability to continue to access additional sources of
capital, (6) the amount 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, (7) any limitations on our
distributions contained in our credit or other agreements, including, without limitation, in our Unsecured
Credit Facility, and (8) the sufficiency of legally-available assets.

To the extent BPG is prevented by provisions of our financing arrangements or otherwise from
distributing 100% of BPG’s REIT taxable income or otherwise do 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 from working capital, borrow funds, sell assets or
reduce such distributions. BPG’s board of directors reviews the alternative funding sources available to us
from time to time. For more information regarding risk factors that could materially adversely affect our
actual results of operations, please see Item 1A. “Risk Factors.” Because Brixmor Property Group Inc. is a

32

holding company and has no material assets other than its ownership of shares of common stock of BPG
Sub and no material operations other than those conducted by BPG Sub, we fund any distributions from
legally-available assets authorized by our board of directors in three steps:

•

•

•

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

second, BPG Sub distributes to Brixmor Property Group Inc. its share of such distributions; and

third, Brixmor Property Group Inc. distributes the amount authorized by its board of directors
and declared by Brixmor Property Group Inc. to its common stockholders on a pro rata basis.

Distributions to the extent of the Company’s current and accumulated earnings and profits for federal

income tax purposes will be taxable to shareholders as with 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. These distributions, to the extent that they do not exceed the shareholder’s adjusted tax
basis in its common shares, have the effect of deferring taxation until the sale of the shareholder’s common
shares. To the extent that distributions are both in excess of taxable earnings and profits and in excess of
the shareholder’s adjusted tax basis in its common shares, the distribution will be treated as capital gain
from the sale of common shares. For the taxable year ended December 31, 2015, 100% of the Company’s
distributions to shareholders constituted taxable ordinary income.

BPG’s Total Stockholder Return Performance

The following performance chart compares, for the period from October 30, 2013 through December
31, 2015, the cumulative total stockholder return on BPG’s common stock with the cumulative total return
of the S&P 500 Index and the cumulative total return of the FTSE NAREIT 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.

33

Sales of Unregistered Equity Securities

There were no unregistered sales of equity securities during the year ended December 31, 2015.

Issuer Purchases of Equity Securities

BPG did not repurchase any of its equity securities during the year ended December 31, 2015.

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.

The Successor period in the following table reflects our selected financial data for BPG and the

Operating Partnership and their respective subsidiaries for the period following the acquisition by
Blackstone through the end of the 2015 fiscal year, and the Predecessor period in the following table reflects
our selected financial data for BPG and the Operating Partnership and their respective subsidiaries for the
periods prior to the acquisition by Blackstone.

34

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Revenues

Successor (Consolidated)

Year Ended December 31,

2015

2014

2013

2012

Rental income
Expense reimbursements . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses

. . . . . . . . . . . . . . . . . . . . . . $ 984,548 $ 960,715 $ 887,466 $ 851,311
225,710
11,233
1,088,254

276,032
5,400
1,265,980

242,803
16,135
1,146,404

268,035
7,849
1,236,599

Predecessor
(Combined
Consolidated)
Period from
January 1,
2011 through
June 27,
2011

Period from
June 28,
2011 through
December 31,
2011

$ 429,178
112,355
5,331
546,864

$ 412,745
114,828
7,588
535,161

Operating costs . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes
. . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . .
Provision for doubtful accounts . . . . . . . . . . . . .
Impairment of real estate assets . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .

Total operating expenses
Other income (expense)

Dividends and interest . . . . . . . . . . . . . . . . . .
Gain on bargain purchase . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of real estate assets and acquisition of

joint venture interest

. . . . . . . . . . . . . . . . .
Gain (loss) on extinguishment of debt, net . . . . . . .
Other(1)
. . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . . . . . . . . . . . . . . .
Income (loss) before equity in income of unconsolidated
joint ventures . . . . . . . . . . . . . . . . . . . . . . .
Equity in income (loss) of unconsolidated joint

ventures . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of investments in unconsolidated
joint ventures . . . . . . . . . . . . . . . . . . . . .

Impairment of investment in unconsolidated joint

ventures . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .

Income (loss) from continuing operations

Discontinued operations

Income (loss) from discontinued operations . . . . . .
Gain on disposition of operating properties . . . . . .
Impairment of real estate held for sale . . . . . . . . .
Income (loss) from discontinued operations . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Net income (loss)

Net (income) loss attributable to non-controlling

129,477
180,911
417,935
9,540
1,005
98,454
837,322

129,148
179,504
441,630
11,537
—
80,175
841,994

116,522
168,468
438,547
10,899
1,531
121,082
857,049

118,876
155,142
488,524
11,542
—
88,936
863,020

59,440
77,455
283,653
8,465
—
49,874
478,887

315
—
(245,012)

602
—
(262,812)

832
—
(343,193)

1,138
—
(376,237)

641
328,826
(199,131)

11,744
1,720
(348)
(231,581)

378
(13,761)
(8,431)
(284,024)

2,223
(20,028)
(11,014)
(371,180)

501
—
(1,045)
(375,643)

—
917
(40,165)
91,088

64,381
76,744
168,644
10,360
—
57,363
377,492

815
—
(189,299)

—
—
(9,378)
(197,862)

197,077

110,581

(81,825)

(150,409)

159,065

(40,193)

459

—

—
197,536

—
—
—
—
197,536

370

1,167

1,820

—

687

—

(160)

(381)

—

—

—
112,771

—
(80,658)

(314)
(150,036)

4,909
15,171

3,505
3,392
— (45,122)
(38,225)
(118,883)

20,080
132,851

(2,447)
5,369
(13,599)
(10,677)
(160,713)

—
158,905

(5,769)
—
—
(5,769)
153,136

—
(40,574)

2,091
—
(8,608)
(6,517)
(47,091)

interests

. . . . . . . . . . . . . . . . . . . . . . . .

(3,816)

(43,849)

25,349

38,146

(37,785)

(752)

Net income (loss) attributable to Brixmor Property

Group Inc.

. . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock dividends . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to common

193,720
(150)

89,002
(150)

(93,534)
(162)

(122,567)
(296)

115,351
(137)

(47,843)
—

stockholders
Per common share:
Income (loss) from continuing operations:

. . . . . . . . . . . . . . . . . . . . . . . $ 193,570 $

88,852 $ (93,696) $ (122,863)

$ 115,214

$ (47,843)

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . $

Net income (loss) attributable to common stockholders:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.65 $
0.65 $

0.65 $
0.65 $

0.36 $
0.36 $

(0.33) $
(0.33) $

0.36 $
0.36 $

(0.50) $
(0.50) $

(0.64)
(0.64)

(0.68)
(0.68)

$
$

$
$

0.66
0.66

(0.02)
(0.02)

Weighted average shares:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared per common share . . . . . . . . $

298,004
305,017

243,390
244,588

188,993
188,993

180,675
180,675

0.92 $

0.825 $

0.127 $

— $

180,675
180,675
—

(1) Certain prior period balances have been reclassified to conform to the current period presentation

including for acquisition related costs.

35

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

SELECT BALANCE SHEET INFORMATION
(in thousands)

Successor

Balance Sheet Data as of the end of

each year

. . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .

Real estate, net
Total assets(1)
Debt obligations, net(1)(2)
Total liabilities(1)
Redeemable non-controlling

. . . . . . . . .
. . . . . . . . . . . . . . .

2015

2014

2013

2012

2011

$9,052,165
$9,498,007

$5,974,266
$6,577,705

$9,253,015
$9,681,913

$6,022,508
$6,701,610

$ 9,647,558
$10,143,487

$ 5,952,860
$ 6,837,500

$9,098,130
$9,569,544

$6,465,171
$7,271,723

$9,496,903
$9,995,066

$6,657,349
$7,516,077

interests

. . . . . . . . . . . . . . . . . . .

$

— $

— $

21,467

$

21,467

$

21,559

Total equity . . . . . . . . . . . . . . . . . .

$2,920,302

$2,980,303

$ 3,284,520

$2,276,354

$2,457,430

(1) Certain prior period balances in the accompanying Consolidated Balance Sheets have been reclassified
to conform to the current period presentation for the adoption of Accounting Standards Update
(“ASU”) 2015-03,“Interest — Imputation of Interest (Topic 835): Simplifying the Presentation of Debt
Issuance Costs.”

(2) Debt includes mortgage and secured loans, notes payable, and credit agreements, including

unamortized premium or net of unamortized discount and unamortized debt issuance costs.

36

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Revenues

Successor (Consolidated)

Year Ended December 31,

2015

2014

2013

2012

276,032
5,400
1,265,980

Rental income . . . . . . . . . . . . . . . . . . . . . . . $ 984,548 $ 960,715 $ 887,466 $ 851,311
225,710
Expense reimbursements
. . . . . . . . . . . . . . . . .
11,233
Other revenues . . . . . . . . . . . . . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . .
1,088,254
Operating expenses
Operating costs
. . . . . . . . . . . . . . . . . . . . . .
Real estate taxes . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . .
. . . . . . . . . . . . .
Provision for doubtful accounts
Impairment of real estate assets
. . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . .
Other income (expense)

116,522
168,468
438,547
10,899
1,531
121,078
857,045

118,876
155,142
488,524
11,542
—
88,931
863,015

129,477
180,911
417,935
9,540
1,005
98,454
837,322

129,148
179,504
441,630
11,537
—
80,175
841,994

242,803
16,135
1,146,404

268,035
7,849
1,236,599

Predecessor
(Combined
Consolidated)
Period from
January 1,
2011 through
June 27,
2011

Period from
June 28,
2011 through
December 31,
2011

$ 429,178
112,355
5,331
546,864

$ 412,745
114,828
7,588
535,161

59,440
77,455
283,653
8,465
—
49,874
478,887

64,381
76,744
168,644
10,360
—
57,363
377,492

Dividends and interest . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of real estate assets and acquisition of

joint venture interest . . . . . . . . . . . . . . . . . .
. . . . . . .
Gain (loss) on extinguishment of debt, net
Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . . . . . . . . . . . . . . . .
Income (loss) before equity in income of unconsolidated

joint ventures . . . . . . . . . . . . . . . . . . . . . . . .
Equity in income (loss) of unconsolidated joint

ventures . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on disposition of investments in unconsolidated

joint ventures . . . . . . . . . . . . . . . . . . . . . .

Impairment of investment in unconsolidated joint

ventures . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . .

Discontinued operations

Income (loss) from discontinued operations . . . . . . .
Gain on disposition of operating properties . . . . . . .
Impairment on real estate held for sale . . . . . . . . . .
Income (loss) from discontinued operations
. . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to non-controlling interests . .

Net income (loss) attributable to Brixmor Operating

315
(245,012)

602
(262,812)

825
(343,193)

1,125
(376,237)

641
(199,131)

815
(189,299)

11,744
1,720
(348)
(231,581)

378
(13,761)
(8,431)
(284,024)

2,223
(20,028)
(11,005)
(371,178)

501
—
(513)
(375,124)

—
917
1,224
(196,349)

—
—
(9,378)
(197,862)

197,077

110,581

(81,819)

(149,885)

(128,372)

(40,193)

459

—

370

1,167

1,820

—

687

—

(160)

(381)

—

—

—
197,536

—
112,771

—
(80,652)

(314)
(149,512)

—
(128,532)

—
—
—
—
197,536
—

4,909
15,171

3,505
3,392
— (45,122)
(38,225)
(118,877)
(1,355)

20,080
132,851
(1,181)

(2,447)
5,369
(13,599)
(10,677)
(160,189)
(1,306)

(5,769)
—
—
(5,769)
(134,301)
(653)

—
(40,574)

2,091
—
(8,608)
(6,517)
(47,091)
(752)

Partnership LP . . . . . . . . . . . . . . . . . . . . . . . $ 197,536 $ 131,670 $ (120,232) $ (161,495)

$(134,954)

$ (47,843)

Net income (loss) attributable to:

Series A interest
Partnership common units

. . . . . . . . . . . . . . . . . . . . . . $

— $

. . . . . . . . . . . . . . . .

197,536

21,014 $
110,656

3,451 $

— $

— $

(123,683)

(161,495)

(134,954)

—
(47,843)

Net income (loss) attributable to Brixmor Operating

Partnership LP . . . . . . . . . . . . . . . . . . . . . . . $ 197,536 $ 131,670 $ (120,232) $ (161,495)

$(134,954)

$ (47,843)

Per common unit:
Income (loss) from continuing operations:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.65 $
0.65 $

0.36 $
0.36 $

(0.33) $
(0.33) $

(0.63)
(0.63)

Net income (loss) attributable to partnership common

units:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Weighted average number of partnership common units:

0.65 $
0.65 $

0.36 $
0.36 $

(0.50) $
(0.50) $

(0.68)
(0.68)

$
$

$
$

(0.54)
(0.54)

(0.57)
(0.57)

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . .

303,992
305,017

302,540
303,738

250,109
250,109

238,834
238,834

238,834
238,834

(1) Certain prior period balances have been reclassified to conform to the current period presentation

including for acquisition related costs.

37

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

SELECT BALANCE SHEET INFORMATION
(in thousands)

Successor

Balance Sheet Data as of the end of

each year

. . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .

Real estate, net
Total assets(1)
Debt obligations, net(1)(2)
Total liabilities(1)
Redeemable non-controlling

. . . . . . . . .
. . . . . . . . . . . . . . .

2015

2014

2013

2012

$9,052,165
$9,497,775

$5,974,266
$6,577,705

$9,253,015
$9,681,566

$6,022,508
$6,701,610

$ 9,647,558
$10,142,381

$ 5,952,860
$ 6,837,490

$9,098,130
$9,563,725

$6,465,171
$7,271,721

(unaudited)
2011

$9,496,903
$9,943,078

$6,657,349
$7,515,937

interests

. . . . . . . . . . . . . . . . . . .

$

— $

— $

21,467

$

21,467

$

21,559

Total capital

. . . . . . . . . . . . . . . . . .

$2,920,070

$2,979,956

$ 3,283,424

$2,270,537

$2,405,582

(1) Certain prior period balances in the accompanying Consolidated Balance Sheets have been reclassified
to conform to the current period presentation for the adoption of Accounting Standards Update
(“ASU”) 2015-03,“Interest — Imputation of Interest (Topic 835): Simplifying the Presentation of Debt
Issuance Costs.”

(2) Debt includes mortgage and 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”) is an internally-managed real
estate investment trust (“REIT”). Brixmor Operating Partnership LP and subsidiaries (collectively, the
“Operating Partnership”) is the entity through which BPG conducts substantially all of its operations and
owns substantially all of its assets. BPG owns 100% of the common stock of BPG Subsidiary Inc. (“BPG
Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general
partner of the Operating Partnership. Unless otherwise expressly stated or the context otherwise requires,
“we,” “us,” and “our” as used herein refer to each of BPG and the Operating Partnership, collectively. We
operate the largest wholly-owned portfolio of grocery-anchored community and neighborhood shopping
centers in the United States. Our high quality national portfolio is diversified by geography, tenancy and
retail format, and our shopping centers are primarily anchored by market-leading grocers. BPG has been
organized and operated in conformity with the requirements for qualification and taxation as a REIT under
the United States federal income tax laws, commencing with our taxable year ended December 31, 2011,
and has maintained such requirements for our taxable year ended December 31, 2015, and expect to satisfy
such requirements for subsequent taxable years.

As of December 31, 2015, BPG beneficially owned, through its direct and indirect interest in BPG Sub
and the General Partner, 98.3% of the outstanding OP Units. Certain investments funds affiliated with The
Blackstone Group L.P. (together with such affiliated funds, “Blackstone”) and certain members of our
current and former management collectively owned the remaining 1.7% of the outstanding OP Units. We
use the term “Outstanding OP Units” to refer to the OP Units not held by BPG, BPG Sub or the General

38

Partner. Holders of Outstanding OP Units may redeem their OP Units for cash based upon the market
value of an equivalent number of shares of BPG’s common stock or, at our election, exchange their OP
Units for shares of our common stock on a one-for-one basis subject to customary conversion rate
adjustments for splits, unit distributions and reclassifications. 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.

Our primary objective is to maximize total returns to BPG’s stockholders through a combination of

growth and value-creation at the asset level supported by stable cash flows. We seek to achieve this through
ownership of a large, high quality, diversified portfolio of primarily grocery-anchored community and
neighborhood shopping centers and by creating meaningful NOI growth from this portfolio. We expect that
the major drivers of this growth will be a combination of positive rent spreads from below-market in-place
rents and above average lease rollover, occupancy increases, annual contractual rent increases across the
portfolio and the execution of embedded anchor space repositioning/redevelopment opportunities/
outparcel development opportunities.

We expect the following set of core competencies to position us to execute on our growth strategies:

•

•

•

•

Anchor Space Repositioning/Redevelopment/Outparcel Development Expertise — We have been
a top redeveloper over the past decade, according to Chain Store Age magazine, having completed
anchor space repositioning/redevelopment/outparcel development projects totaling over $1 billion
since January 1, 2003.

Expansive Retailer Relationships — We believe that given the scale of our asset base and our
nationwide footprint, we have a competitive advantage in supporting the growth plans of the
nation’s largest retailers. We believe that we are the largest landlord by gross leasable area (“GLA”)
to Kroger and TJX Companies, as well as a key landlord to all major grocers and most major
retail category leaders. We believe that our strong relationships with leading retailers affords us
insight into their strategies and priority access to their expansion plans, enabling us to efficiently
provide these retailers with space in multiple locations.

Fully-Integrated Operating Platform — We operate with a fully-integrated, comprehensive
platform both leveraging our national presence and demonstrating our commitment to a regional
and local presence. We provide our tenants with personalized service through our network of three
regional offices in Atlanta, Chicago and Philadelphia, as well as via 12 leasing and property
management satellite offices throughout the country. We believe that this strategy enables us to
obtain critical market intelligence and to benefit from the regional and local expertise of our
workforce.

Experienced Management — Senior members of our management team are experienced real
estate operators with deep industry expertise and retailer relationships.

Recent Developments

For a discussion of recent events related to a review conducted by our Audit Committee, related

management changes, and the risks related thereto, see Item 1 “Business — Recent Developments,” Item 1A
“Risk Factors — Risks Related to Recent Events,” and Item 9A “Controls and Procedures.”

Other Factors That May Influence our Future Results

We derive our revenues primarily from rents (including percentage rents based on tenants’ sales levels)

and expense reimbursements due to us from tenants under existing leases at each of our properties. Expense
reimbursements consist of payments made by tenants to us under contractual lease obligations for their
proportional share of the property’s operating expenses, insurance and real estate taxes and certain capital
expenditures related to maintenance of the properties.

The amount of rental income and expense reimbursements we receive is primarily dependent on our
ability to maintain or increase rental rates and on our ability to lease available space, including renewing
expiring leases. Factors that could affect our rental income include: (1) changes in national, regional or local

39

economic climates; (2) local conditions, including an oversupply of space in, or a reduction in demand for,
properties similar to those in our Portfolio; (3) the attractiveness of properties in our Portfolio to our
tenants; (4) the financial stability of tenants, including the ability of tenants to pay rents and expense
reimbursements; (5) in the case of percentage rents, our tenants’ sales volumes; (6) competition from other
available properties; (7) changes in market rental rates; and (8) changes in the regional demographics of our
properties.

Our operating costs include property-related costs, including repairs and maintenance, roof repair,

landscaping, parking lot repair, snow removal, utilities, property insurance costs, security, ground rent
expense related to ground lease payments for which we are the lessee and various other property related
costs. Increases in our operating expenses, to the extent they are not offset by revenue increases, impact our
overall performance. For a further discussion of these and other factors that could impact our future
results, performance or transactions, see Item 1A. “Risk Factors.”

Portfolio and Financial Highlights

•

•

•

•

As of December 31, 2015, we owned interests in 518 shopping centers (the “Portfolio”), including
517 wholly owned shopping centers and one shopping center held through an unconsolidated joint
venture.

Billed occupancy for the Portfolio was 91.0% and 91.3% as of December 31, 2015 and 2014,
respectively. Leased occupancy for the Portfolio was 92.6% and 92.8% as of December 31, 2015
and 2014, respectively.

During 2015, we executed 2,018 leases in our Portfolio totaling 13.4 million square feet of GLA,
including 664 new leases totaling 3.0 million square feet of GLA and 1,354 renewals totaling 10.4
million square feet of GLA. The average annualized cash base rent (“ABR”) under the new leases
increased 41.6% from the prior tenant’s ABR and increased 14.9% for both new and renewal leases
on comparable space from the ABR under the prior leases. The average ABR per leased square
foot of these new leases in our Portfolio is $15.86 and the average ABR per leased square foot of
these new and renewal leases in our Portfolio is $12.78. The average cost per square foot for tenant
improvements and leasing commissions for new leases was $21.20 and $3.31, respectively. The
average cost per square foot for tenant improvements and leasing commissions for renewal leases
was $1.42 and $0.02, respectively.

During 2014, we executed 2,082 leases in our Portfolio totaling 13.1 million square feet of GLA,
including 787 new leases totaling 3.8 million square feet of GLA and 1,295 renewals totaling 9.2
million square feet of GLA. The average annualized cash base rent ABR under the new leases
increased 31.2% from the prior tenant’s ABR and increased 12.6% for both new and renewal leases
on comparable space from the ABR under the prior leases. The average ABR per leased square
foot of these new leases in our Portfolio is $13.45 and the average ABR per leased square foot of
these new and renewal leases in our Portfolio is $12.53. The average cost per square foot for tenant
improvements and leasing commissions for new leases was $16.21 and $2.80, respectively. The
average cost per square foot for tenant improvements and leasing commissions for renewal leases
was $0.75 and $0.04, respectively.

Acquisition Activity

•

During the year ended December 31, 2015, we acquired two shopping centers and a retail building
in one of our existing shopping centers for $59.2 million including the assumption of $7.0 million
of mortgage debt.

Disposition Activity

•

During the year ended December 31, 2015, we disposed of five shopping centers and three
outparcels for net proceeds of $54.2 million resulting in an aggregate gain of $11.7 million and an
aggregate impairment of $1.0 million.

40

•

During the year ended December 31, 2014, we transferred our ownership interests in 35 properties
to Blackstone. These properties had a carrying value of $179.0 million and a fair value of $195.2
million, resulting in an aggregate gain of $16.2 million. We also transferred one shopping center to
the lender in satisfaction of the property’s mortgage balance resulting in a $6.1 million gain on
extinguishment of debt. In addition, we disposed of one shopping center and one outparcel for
net proceeds of $6.8 million resulting in an aggregate gain of $1.2 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, 2015 to the Year Ended December 31, 2014

Revenues (in thousands)

Revenues

Year Ended December 31,

2015

2014

$ Change

Rental income . . . . . . . . . . . . . . . . . . . . . . .
Expense reimbursements . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . .

$ 984,548
276,032
5,400

$ 960,715
268,035
7,849

Total revenues . . . . . . . . . . . . . . . . . . . . . .

$1,265,980

$1,236,599

$ 23,833
7,997
(2,449)

$ 29,381

Rental income

The increase in rental income for the year ended December 31, 2015 of $23.8 million, as compared to

the corresponding period in 2014, was primarily due to a $18.0 million increase in ABR driven primarily by
contractual rent increases from properties owned as of the end of both reporting periods and for the
entirety of both periods as well as an increase in leasing spreads of 14.9% in 2015 and 12.6% in 2014 for
both new and renewal leases.

Expense reimbursements

The increase in expense reimbursements for the year ended December 31, 2015 of $8.0 million, as

compared to the corresponding period in 2014, was primarily due to the expense recovery percentage for
our properties increasing 1.4% in 2015.

Other revenues

The decrease in other revenues for the year ended December 31, 2015 of $2.4 million, as compared to

the corresponding period in 2014, was primarily due to a decrease in percentage rent revenue.

Operating Expenses (in thousands)

Operating expenses

Year Ended December 31,

2015

2014

$ Change

Operating costs . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . .
Provision for doubtful accounts . . . . . . . . . . .

Impairment of real estate assets . . . . . . . . . . .

General and administrative . . . . . . . . . . . . . .

$129,477
180,911
417,935
9,540

1,005

98,454

$129,148
179,504
441,630
11,537

—

80,175

$

329
1,407
(23,695)
(1,997)

1,005

18,279

Total operating expenses . . . . . . . . . . . . . . .

$837,322

$841,994

$ (4,672)

41

Operating costs

The increase in operating costs for the year ended December 31, 2015 of $0.3 million, as compared to

the corresponding period in 2014, was primarily due to an increase in maintenance and repair costs,
partially offset by a decrease in insurance expenses.

Real estate taxes

The increase in real estate taxes for the year ended December 31, 2015 of $1.4 million, as compared to

the corresponding period in 2014, was primarily due to increased tax assessments on several of our
properties, primarily in Texas and Florida.

Depreciation and amortization

The decrease in depreciation and amortization for the year ended December 31, 2015 of $23.7 million,
as compared to the corresponding period in 2014, was primarily due to the run off of purchase accounting
intangibles.

Provision for doubtful accounts

The decrease in provisions for doubtful accounts for the year ended December 31, 2015 of $2.0 million,

as compared to the corresponding period in 2014, was primarily due to enhanced collection efforts.

Impairment of real estate assets

During the year ended December 31, 2015, we incurred an impairment of $1.0 million resulting from

the sale of one of our shopping centers and one outparcel.

General and administrative

The increase in general and administrative costs for the year ended December 31, 2015 of $18.3
million, as compared to the corresponding period in 2014, was primarily due to a $13.9 million increase in
equity based compensation expense and $2.5 million of expenses related to the Audit committee review. The
equity based compensation expense increase is primarily the result of a performance condition associated
with the vesting of certain shares becoming probable.

During the years ended December 31, 2015 and 2014, we capitalized personnel costs of $6.3 million

and $5.8 million, respectively, to building and improvements for anchor space repositioning and
redevelopment projects and $15.1 million and $15.1 million, respectively, to deferred charges and prepaid
expenses, net for deferred leasing costs.

Other Income and Expenses (in thousands)

Year Ended December 31,

2015

2014

$ Change

Other income (expense)

Dividends and interest
. . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of real estate assets and

acquisition of joint venture interest . . . . . . .

Gain (loss) on extinguishment of debt, net
. . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

315
(245,012)

$

602
(262,812)

11,744

1,720
(348)

378

(13,761)
(8,431)

$ (287)
17,800

11,366

15,481
8,083

Total other income (expense) . . . . . . . . . . . .

$(231,581)

$(284,024)

$52,443

Dividends and interest

The decrease in dividends and interest for the year ended December 31, 2015 of $0.3 million, as

compared to the corresponding period in 2014, was primarily due to a $4.1 million decrease in interest
bearing receivables.

42

Interest expense

The decrease in interest expense for the year ended December 31, 2015 of $17.8 million, as compared

to the corresponding period in 2014, was primarily due to the 2014 and 2015 debt repayments of $2.1
billion with a weighted-average interest rate of 5.68%, partially offset by $1.8 billion of proceeds from the
issuance of senior unsecured notes and a term loan as well as borrowings under our $2.75 billion senior
unsecured credit facility (the “Unsecured Credit Facility”) with a weighted average interest rate of 2.6%.

Gain on sale of real estate assets

During the year ended December 31, 2015, we disposed of certain shopping centers and outparcels

resulting in an aggregate gain of $11.7 million. During the year ended December 31, 2014, we disposed of
one building resulting in an aggregate gain of $0.4 million.

Gain (loss) on extinguishment of debt, net

During the year ended December 31, 2015, we repaid $868.9 million of mortgages and secured loans

and $225.0 million of unsecured notes, resulting in a $1.7 million net gain on extinguishment of debt.
During the year ended December 31, 2014, we repaid $763.3 million of mortgages and secured loans and
$110.2 million of unsecured notes resulting in a $13.8 million net loss on extinguishment of debt.

Other

The decrease in other expense, net for the year ended December 31, 2015 of $8.1 million, as compared

to the corresponding period in 2014, 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 an
environmental contingency and (iii) a $1.4 million expense in 2014 related to a litigation settlement.

Equity in Income of Unconsolidated Joint Ventures (in thousands)

Year Ended December 31,

2015

2014

$ Change

Equity in income of unconsolidated joint

ventures

. . . . . . . . . . . . . . . . . . . . . . . . . . .

$459

$ 370

$

89

Gain on disposition of investments in

unconsolidated joint ventures

. . . . . . . . . . . .

—

1,820

(1,820)

Equity in income of unconsolidated joint ventures

Equity in income of unconsolidated joint ventures remained approximately the same for the year ended

December 31, 2015 as compared to the corresponding period in 2014.

Gain on disposition of investments in unconsolidated joint ventures

During the year ended December 31, 2014, in connection with our initial public offering (“IPO”), we

distributed our interests in three unconsolidated joint ventures to Blackstone resulting in a gain on
disposition of $1.8 million.

Discontinued Operations (in thousands)

Year Ended December 31,

2015

2014

$ Change

Discontinued operations

Income (loss) from discontinued operations . . .

$ —

Gain on disposition of operating properties . . .

—

Income (loss) from discontinued operations . .

$ —

$ 4,909

15,171

$20,080

$ (4,909)

(15,171)

$(20,080)

43

Discontinued Operations

As a result of adopting ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of
Disposals of Components of an Entity,” there were no disposals classified as discontinued operations for
the year ended December 31, 2015.

Results from discontinued operations for the year ended December 31, 2014 include the results of 34

shopping centers disposed of during the year ended December 31, 2014.

Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013

Revenues (in thousands)

Revenues

Year Ended December 31,

2014

2013

$ Change

Rental income . . . . . . . . . . . . . . . . . . . . . . .

$ 960,715

$ 887,466

$ 73,249

Expense reimbursements . . . . . . . . . . . . . . . .

Other revenues . . . . . . . . . . . . . . . . . . . . . . .

268,035

7,849

242,803

16,135

25,232

(8,286)

Total revenues . . . . . . . . . . . . . . . . . . . . . .

$1,236,599

$1,146,404

$ 90,195

Rental income

The increase in rental income for the year ended December 31, 2014 of $73.2 million, as compared to

the corresponding period in 2013, was primarily due to a $72.3 million increase in ABR driven by (i) an
increase in billed occupancy from 90.7% as of December 31, 2013 to 91.3% as of December 31, 2014, (ii) an
increase in leasing spreads of 12.6% for both new and renewal leases, and (iii) $46.8 million of ABR from
43 properties acquired from Blackstone in connection with our 2013 IPO (the “Acquired Properties”),
partially offset by (iv) a decrease in the amortization of above and below market lease intangibles and lease
settlement income due to the expiration and termination of leases.

Expense reimbursements

The increase in expense reimbursements for the year ended December 31, 2014 of $25.2 million, as

compared to the corresponding period in 2013, was primarily due to (i) an $11.2 million increase in
reimbursable expenses related to the Acquired Properties, (ii) an increase in the recovery percentage for
properties owned for the entirety of both periods to 86.8% for 2014, as compared to 85.2% for the same
period in 2013. The increased percentage of recoveries from tenants is primarily attributable to increased
occupancy of our portfolio, and (iii) a $7.7 million increase in reimbursable operating expenses from
properties owned for the entirety of both periods.

Other revenues

The decrease in other revenues for the year ended December 31, 2014 of $8.3 million as compared to
the corresponding period in 2013, was primarily due to $6.1 million of non-cash management fee income
recorded in connection the vesting of equity incentive awards in the Acquired Properties in 2013. Certain of
our employees have been granted equity incentive awards in the Acquired Properties. These awards were
granted with service conditions and performance and market conditions. As the awards were granted to the
employees under our management agreement with the owners of the Acquired Properties, we considered
the amounts earned by the employees for the amortization of the awards at their fair value as measured at
each reporting period to be a component of our management fees, and then recorded a corresponding
amount for compensation expense. In connection with the IPO, based on the terms of these awards, all of
such awards granted to our employees vested. In exchange for the vested incentive awards, the holders
received vested Operating Partnership Units. At the time of the IPO, we recorded $6.1 million of additional
management fee income and additional compensation expense based upon the fair value of the Operating
Partnership Units issued at the date of grant. The remaining decrease is primarily due to a decrease in fee
revenues resulting from the acquisition of the Acquired Properties at the time of the IPO, which were
managed by the Company prior to the IPO and a reduction in the number of properties managed
subsequent to the IPO.

44

Operating Expenses (in thousands)

Operating expenses

Year Ended December 31,

2014

2013

$ Change

Operating costs . . . . . . . . . . . . . . . . . . . . . .

$129,148

$116,522

$ 12,626

Real estate taxes . . . . . . . . . . . . . . . . . . . . . .

Depreciation and amortization . . . . . . . . . . .

Provision for doubtful accounts . . . . . . . . . . .

Impairment of real estate assets . . . . . . . . . . .

179,504

441,630

11,537

—

General and administrative . . . . . . . . . . . . . .

80,175

Total operating expenses . . . . . . . . . . . . . . .

$841,994

168,468

438,547

10,899

1,531

121,082

$857,049

11,036

3,083

638

(1,531)

(40,907)

$(15,055)

Operating costs

The increase in operating costs for the year ended December 31, 2014 of $12.6 million, as compared to

the corresponding period in 2013, was due to $8.2 million of operating costs for the Acquired Properties,
increased weather related expenses including snow removal expenses, utility expenses, roof and parking lot
repairs and maintenance expenses.

Real estate taxes

The increase in real estate taxes for the year ended December 31, 2014 of $11.0 million, as compared to

the corresponding period in 2013, was primarily due to the acquisition of the Acquired Properties, the
purchase of 100% ownership in a previously unconsolidated joint venture and increased tax assessments on
several of our properties primarily in Texas, California and Illinois.

Depreciation and amortization

The increase in depreciation and amortization for the year ended December 31, 2014 of $3.1 million,
as compared to the corresponding period in 2013, was primarily due to $34.9 million of depreciation and
amortization recorded in connection with the Acquired Properties, partially offset by a decrease in
intangible asset amortization due to tenant lease expirations and lease terminations.

Provision for doubtful accounts

The increase in provisions for doubtful accounts for the year ended December 31, 2014 of $0.6 million,

as compared to the corresponding period in 2013, was primarily due to the Acquired Properties.

General and administrative

The decrease in general and administrative costs for the year ended December 31, 2014 of $40.9
million, as compared to the corresponding period in 2013, was primarily due to a $3.2 million decrease in
expense associated with the acceleration of certain of our long term incentive plans in connection with our
IPO, a $33.1 million decrease in share based compensation expense in connection with our IPO and a
decrease in personnel related expenses associated with the realignment of certain corporate functions in
2013.

During the years ended December 31, 2014 and 2013, we capitalized personnel costs of $5.8 million

and $5.2 million, respectively, to building and improvements for anchor space repositioning and
redevelopment projects and $15.1 million and $13.3 million, respectively, to deferred charges and prepaid
expenses, net for deferred leasing costs.

45

Other Income and Expenses (in thousands)

Year Ended December 31,

2014

2013

$ Change

Other income (expense)

Dividends and interest

. . . . . . . . . . . . . . . . .

$

602

$

832

Interest expense . . . . . . . . . . . . . . . . . . . . . .

(262,812)

(343,193)

Gain on sale of real estate assets and

acquisition of joint venture interest . . . . . . .

Gain (loss) on extinguishment of debt, net

. . .

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

378

(13,761)

(8,431)

2,223

(20,028)

(11,014)

$ (230)

80,381

(1,845)

6,267

2,583

Total other income (expense) . . . . . . . . . . . .

$(284,024)

$(371,180)

$ 87,156

Dividends and interest

Dividends and interest remained approximately the same for the year ended December 31, 2014, as

compared to the corresponding period in 2013.

Interest expense

The decrease in interest expense for the year ended December 31, 2014 of $80.4 million, as compared

to the corresponding period in 2013, was primarily due to the 2013 repayment of $2.6 billion of debt with a
weighted-average interest rate of 5.71% and the 2014 repayment of $1.0 billion of debt with a
weighted-average interest rate of 5.59%, which decreased interest expense by $116.6 million, partially offset
by an increase of $36.6 million of interest expense on our Unsecured Credit Facility and a $600 million
unsecured term loan (the “Term Loan”). The secured mortgage loan and unsecured note repayments were
financed primarily from proceeds of borrowings under our Unsecured Credit Facility and Term Loan
which had a weighted average interest rate of 2.0% as of December 31, 2014 as well as from proceeds of our
initial public offering.

Gain on sale of real estate assets and acquisition of joint venture interest

During the year ended December 31, 2014, we disposed of one outparcel for aggregate proceeds of
$2.8 million resulting in a $0.4 million gain. During the year ended December 31, 2013, we disposed of two
outparcels for aggregate proceeds of $1.4 million resulting in an aggregate gain of $1.1 million. In addition,
we purchased the remaining 70% interest in a shopping center held through an unconsolidated joint venture
resulting in a gain of $1.1 million on the step-up of the original 30% interest.

Gain (loss) on extinguishment of debt, net

During the year ended December 31, 2014, we repaid $763.3 million of mortgages and secured loans,
$110.2 million of unsecured notes and 174.8 million of financing liabilities resulting in a $13.8 million net
loss on extinguishment of debt. During the year ended December 31, 2013, we repaid $2.6 billion of
mortgages and secured loans and $51.0 million of unsecured notes resulting in a $20.0 million loss on
extinguishment of debt, net.

Other

The decrease in other for the year ended December 31, 2014 of $2.6 million, as compared to the

corresponding period in 2013, was primary due to expenses incurred in 2013 related to our IPO. In
addition, during the year ended December 31, 2014, we had $2.6 million of income related to the settlement
of a contingency associated with one of our properties, partially offset by $2.4 million of expense related to
the termination of one of our corporate office leases.

46

Equity in Income of Unconsolidated Joint Ventures (in thousands)

Year Ended December 31,

2014

2013

$ Change

Equity in income of unconsolidated joint

ventures

. . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 370

$1,167

$ (797)

Gain on disposition of investments in

unconsolidated joint ventures

. . . . . . . . . . . .

1,820

—

1,820

Equity in income of unconsolidated joint ventures

The decrease in equity in income of unconsolidated joint ventures for the year ended December 31,
2014 of $0.8 million, as compared to the corresponding period in 2013, was primarily due to the acquisition
of the interests of an unconsolidated joint venture in 2013 and the disposal of our interests in three
unconsolidated joint ventures during 2014.

Gain on disposition of investments in unconsolidated joint ventures

During the year ended December 31, 2014 we disposed of our interests in three unconsolidated joint

ventures resulting in a gain on disposal of $1.8 million.

Discontinued Operations (in thousands)

Year Ended December 31,

2014

2013

$ Change

Discontinued operations

Income (loss) from discontinued operations . . .
Gain on disposition of operating properties . . .
Impairment of real estate held for sale . . . . . . .

Income (loss) from discontinued operations . . .

$ 4,909
15,171
—

$20,080

$

3,505
3,392
(45,122)

$(38,225)

$ 1,404
11,779
45,122

$58,305

Income (loss) from discontinued operations

Results from discontinued operations include the results from the following: (i) 34 shopping centers
and (ii) 18 shopping centers disposed of during 2013. There were no properties classified as held for sale at
December 31, 2014.

Gain on disposition of operating properties

During the year ended December 31, 2014, the gain on disposition of operating properties was

attributable to the distribution of our interests in 32 properties to Blackstone and the sale of one additional
shopping center.

During the year ended December 31, 2013, the gain on disposition of operating properties was

attributable to the sale of four shopping centers.

Impairment of real estate held for sale

During the year ended December 31, 2013, as a result of our strategy to dispose of certain shopping

centers, we recognized provisions for impairment of $45.1 million relating to 14 shopping centers disposed
of during 2013 and 14 properties disposed of during 2014.

Liquidity and Capital Resources

We anticipate that our cash flows from the sources listed below will provide adequate capital for the

next 12 months for all anticipated uses, including all scheduled principal and interest payments on our
outstanding indebtedness, current and anticipated tenant improvements, stockholder distributions to
maintain BPG’s qualification as a REIT and other capital obligations associated with conducting our
business.

47

For a discussion of recent events related to a review conducted by our Audit Committee, related
management changes, and the risks related thereto, included with respect to our liquidity and capital
resources, see Item 1 “Business-Recent Developments,” Item 1A “Risk Factors-Risks Related to Recent
Events,” and Item 9A “Controls and Procedures.”

Our primary expected sources and uses and capital are as follows:

Sources

•

•

•

•

•

•

cash and cash equivalent balances;

operating cash flow;

available borrowings under our existing revolving credit facility;

issuance of long-term debt;

asset sales; and

issuance of equity securities.

Uses

Short term:

•

•

•

•

•

•

leasing costs and tenant improvements allowances;

active anchor space repositioning/redevelopments;

recurring maintenance capital expenditures;

debt repayment requirements;

corporate and administrative costs; and

dividend/distribution payments.

Long term:

•

•

•

major active redevelopments, renovation or expansion programs at individual properties;

acquisitions; and

debt maturities.

Our cash flow activities are summarized as follows (dollars in thousands):

Brixmor Property Group Inc.

Cash flows provided by operating activities . . . . .

534,025

Cash flows used in investing activities . . . . . . . . .
Cash flows used in financing activities . . . . . . . .

(189,068)
(336,024)

479,210

(200,832)
(331,698)

Year Ended December 31,

2015

2014

2013

331,990

(86,367)
(234,806)

Brixmor Operating Partnership LP

Cash flows provided by operating activities . . . . .

$ 534,025

$ 479,217

Cash flows used in investing activities . . . . . . . . .

$(189,065)

$(200,822)

Cash flows used in financing activities . . . . . . . .

$(335,904)

$(330,951)

$ 331,988

$ (86,361)

$(230,102)

Year Ended December 31,

2015

2014

2013

48

Operating Activities

Cash and cash equivalents for the Parent Company were $69.5 million and $60.6 million as of
December 31, 2015 and 2014, respectively. Cash and cash equivalents for the Operating Partnership were
$69.5 million and $60.5 million as of December 31, 2015 and 2014 respectively.

Our net cash flow provided by operating activities primarily consist of cash inflows from tenant rental

payments and tenant expense reimbursements and cash outflows for property operating expenses, real estate
taxes, general and administrative expenses and interest payments.

For the year ended December 31, 2015, the Company’s net cash flow provided by operating activities
increased $54.8 million as compared to the corresponding period in 2014. The increase is primarily due to
(i) an increase in Same Property net operating income and (ii) a decrease in interest expense due to a
decrease in the weighted average interest rate on outstanding indebtedness, partially offset by (iii) a decrease
in working capital due to a reduction in cash flows from restricted cash and deferred charges and prepaid
expenses, partially offset by an increase in accounts payable, accrued expenses and other liabilities due to
timing of payments.

Investing Activities

Net cash flow used in investing activities is impacted by the nature, timing and extent of improvements

made to our shopping centers, allowances provided to our tenants, 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, for example, negotiations with tenants and their willingness to pay higher base rents over
the terms of their respective leases as well as the availability of operating cash flows. Net cash flow used in
investing activities is also impacted by the level of recurring property capital expenditures in a given period.

For the year ended December 31, 2015, the Company’s net cash flow used in investing activities
decreased $11.8 million as compared to the corresponding period in 2014. The decrease was primarily due
to (i) an increase of $47.4 million in proceeds from sales of real estate assets, (ii) a decrease of $24.7 million
of improvements to and investments in real estate assets, partially offset by (iii) a decrease of $2.8 million in
restricted cash attributable to investing activities and (iv) a decrease of $3.8 million in proceeds from the
sale of marketable securities and (v) an increase of $52.2 million in acquisitions of real estate assets.

Improvements to and investments in real estate assets

During the years ended December 31, 2015 and 2014, the Company expended $189.9 million and

$214.7 million, respectively, on improvements to and investments in real estate assets.

Recurring capital expenditures are costs to maintain properties and their common areas including new

roofs and paving of parking lots. Recurring capital expenditures per square foot for the years ended
December 31, 2015, 2014 and 2013, were $0.28, $0.28 and $0.26, respectively.

In addition to recurring capital expenditures, we evaluate our Portfolio on an ongoing basis to identify

value-creating anchor space repositioning/redevelopment opportunities/outparcel development
opportunities. We have intensified our focus on enhancing the quality of our assets and improving the
customer experience through a unified organizational effort known as “Raising the Bar.” These efforts are
tenant-driven and focus on renovating, re-tenanting and repositioning assets and generally present higher
risk-adjusted returns than new developments. Such initiatives are focused on upgrading our centers with
strong, best-in-class anchors and transforming such properties’ overall merchandise mix and tenant quality.
Potential new projects include value-creation opportunities that have been previously identified within the
Portfolio, as well as new opportunities created by the lack of meaningful community and neighborhood
shopping center development in the United States. We may occasionally seek to acquire non-owned anchor
spaces and outparcels at or adjacent to our shopping centers in order to facilitate redevelopment projects.
In addition, as we own a vast majority of our anchor spaces greater than 35,000 sq. ft., we have important
operational control over the positioning of our shopping centers in the event an anchor ceases to operate
and flexibility in working with new and existing anchor tenants as they seek to expand or reposition their
stores. Currently, our anchor space repositioning/redevelopments/outparcel developments in our Portfolio
relate to 44 projects for which we anticipate incurring approximately $104.6 million in improvements, of
which $58.3 million had not yet been incurred as of December 31, 2015.

49

Acquisitions of and proceeds from sales of real estate assets

Although we expect that the major drivers of our growth will come from our existing Portfolio, we will

continue to evaluate the market for available properties and may acquire properties when we believe
strategic opportunities exist. During the year ended December 31, 2015, we acquired two properties and a
retail building in one of our existing shopping centers.

We may also dispose of properties when we feel growth has been maximized. During the year ended

December 31, 2015, we disposed of five shopping centers and three outparcels.

Financing Activities

Our net cash flow used in financing activities is impacted by the nature, timing and extent of issuances

of debt and equity, principal and other payments associated with our outstanding indebtedness and
prevailing market conditions associated with each source of capital.

For the year ended December 31, 2015, the Parent Company’s net cash used in financing activities
increased $4.3 million as compared to the corresponding period in 2014. The increase was primarily due to
a $52.8 million net increase in distributions to stockholders and non-controlling interests, partially offset by
a $49.5 million decrease in debt repayments, net of borrowings.

For the year ended December 31, 2015, the Operating Partnership’s net cash used in financing activities

increased $5.0 million as compared to the corresponding period in 2014. The increase was primarily due to
a $54.3 million increase in distributions to partners and non-controlling interests, partially offset by a $49.5
million decrease in debt repayments, net of borrowings.

Our current capital structure provides us with financial flexibility and capacity to fund our current
capital needs as well as future growth opportunities. We have an Unsecured Credit Facility consisting of a
$1.5 billion term loan and a $1.25 billion revolving credit facility, with a lending group comprised of
financial institutions under which we had $834.0 million of undrawn capacity as of December 31, 2015. We
believe we have access to multiple forms of capital, including unsecured corporate level debt, preferred
equity and additional credit facilities. We currently have investment grade credit ratings from all three major
credit rating agencies. We intend to continue to enhance our financial and operating flexibility through
ongoing commitment to ladder and extend the duration of our debt, and further expand our unencumbered
asset pool.

During the year ended December 31, 2015, the Operating Partnership issued $700.0 million aggregate

principal amount of 3.850% Senior Notes due 2025 (the “2025 Notes”) and $500.0 million aggregate
principal amount of 3.875% Senior Notes due 2022 (the “2022 Notes”), the proceeds of which were utilized
to repay outstanding indebtedness, including borrowings under the Company’s $1.25 billion unsecured
revolving credit facility and $125.0 million aggregate principal amount of senior unsecured notes. During
the year ended December 31, 2015, we repaid $868.9 million of mortgages and secured loans and $225.0
million of unsecured notes. These repayments were funded primarily from borrowings under the Company’s
$1.25 billion unsecured revolving credit facility.

During 2016, we have $855.6 million of mortgage loans scheduled to mature and we have

approximately $22.1 million of scheduled mortgage amortization payments. We currently intend to repay
the scheduled maturities and amortization payments with operating cash and borrowings on our revolving
credit facility.

In connection with our intention to continue to qualify as a REIT for federal income tax purposes, we

expect to continue paying regular dividends to our stockholders. Our Board of Directors will continue to
evaluate the dividend policy on a quarterly basis as the Board of Directors monitors sources of capital and
evaluates the impact of the economy and capital markets availability on operating fundamentals. Since cash
used to pay dividends reduces amounts available for capital investment, we generally intend to maintain a
conservative dividend payout ratio, reserving such amounts as the Board of Directors considers necessary
for the expansion and renovation of shopping centers in our portfolio, debt reduction, the acquisition of
interests in new properties and 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 Unit
holders for the years ended December 31, 2015 and 2014 were $274.0 million and $239.1 million,

50

respectively. Our Board of Directors declared a quarterly cash dividend of $0.245 per common share and
OP Unit for the fourth quarter of 2015. The dividend was paid on January 15, 2016 to shareholders of
record on January 6, 2016. Our Board of Directors declared a quarterly cash dividend of $0.245 per
common share and OP Unit for the first quarter of 2016. The dividend is payable on April 15, 2016 to
shareholders of record on April 5, 2016.

Contractual Obligations

Our contractual debt obligations relate to our notes payable, mortgages and secured loans and

financing liabilities with maturities ranging from one year to 15 years, and non-cancelable operating leases
pertaining to our shopping centers and corporate offices.

The following table summarizes our debt maturities (excluding options and fair market debt

adjustments) and obligations under non-cancelable operating leases as of December 31, 2015.

Contractual Obligations

Payment due by period

2016

2017

2018

2019

2020

Thereafter

Total

(in thousands)
Debt(1)
Interest payments(2)
Operating leases . . . . . . .

. . . .

. . . . . . . . . . . . . $ 877,700 $765,659 $1,519,476 $620,126 $766,577 $1,411,678 $5,961,216
916,639
139,009

171,596

228,355

173,022

110,451

94,206

6,745

6,618

6,201

6,051

5,241

81,709

112,565

Total . . . . . . . . . . . . . . . $1,112,800 $945,299 $1,664,686 $736,628 $866,024 $1,664,983 $6,990,420

(1) Debt includes scheduled principal amortization and scheduled maturities for mortgages and secured

loans, credit facilities and notes payable.

(2) We incur variable rate interest on $1.9 billion and $600.0 million of debt related to the Unsecured

Credit Facility and Term Loan, respectively. The margin associated with Unsecured Credit Facility
borrowings is based on a total leverage based grid and ranges from 0.40% to 1.00%, for base rate loans,
and 1.40% to 2.00%, for LIBOR rate loans. The margin on the Unsecured Credit Facility was 1.40% as
of December 31, 2015. The Company has in place five forward starting interest rate swap agreements
that convert the floating interest rate on $1.5 billion of the Unsecured Credit Facility to a fixed,
combined interest rate of 0.844% plus an interest spread of 140 basis points. The margin associated
with the Term Loan is based on a total leverage based grid and ranges from 0.35% to 0.75%, for base
rate loans, and 1.35% to 1.75% for LIBOR rate loans. The margin on the Term Loan was 1.40% as of
December 31, 2015.

Pursuant to the terms of the Term Loan, Unsecured Credit Facility, the 2022 Notes and the 2025
Notes, the Company among other things is subject to maintenance of various financial covenants. The
Company is currently in compliance with these covenants.

Funds From Operations

NAREIT FFO is a supplemental non-GAAP financial measure utilized to evaluate the operating

performance of real estate companies. The National Association of Real Estate Investment Trusts
(“NAREIT”) defines FFO as net income (loss) in accordance with GAAP excluding (i) gain (loss) on
disposition of operating properties, and (ii) extraordinary items, plus (iii) depreciation and amortization of
operating properties, (iv) impairment of operating properties and real estate equity investments, and
(v) after adjustments for joint ventures calculated to reflect funds from operations on the same basis.

NAREIT FFO attributable to stockholders and non-controlling interests convertible into common

stock is NAREIT FFO as further adjusted to exclude net income (loss) attributable to non-controlling
interests not convertible into common stock. We believe NAREIT FFO attributable to stockholders and
non-controlling interests convertible into common stock are meaningful supplemental measures that are
more reflective of our operating performance by excluding FFO attributable to non-controlling interests
not convertible into common stock.

51

We present NAREIT FFO and NAREIT FFO attributable to stockholders and non-controlling

interests convertible into common stock as we consider them important supplemental measures of our
operating performance and we believe they are frequently used by securities analysts, investors and other
interested parties in the evaluation of REITs. NAREIT FFO and NAREIT FFO attributable to
stockholders and non-controlling interests convertible into common stock should not be considered as
alternatives to net income (determined in accordance with GAAP) as indicators of financial performance
and are not alternatives to cash flow from operating activities (determined in accordance with GAAP) as
measures of liquidity. Non-GAAP financial 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 to
financial results presented in accordance with GAAP. Computation of NAREIT FFO and NAREIT FFO
attributable to stockholders and non-controlling interests convertible into common stock may differ in
certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to
similarly titled measures presented by such other REITs. Investors are cautioned that items excluded from
NAREIT FFO and NAREIT FFO attributable to stockholders and non-controlling interests convertible
into common stock are significant components in understanding and addressing financial performance.

Our reconciliation of Brixmor Property Group Inc.’s net income to NAREIT FFO and NAREIT FFO
attributable to stockholders and non-controlling interest convertible into common stock for the year ended
December 31, 2015, 2014 and 2013 is as follows (in thousands, except per share amounts):

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties . . . . . . . . . . .
Gain on disposition of unconsolidated joint ventures . . . .
Depreciation and amortization-real estate

Year Ended December 31,

2015
$ 197,536
(11,744)
—

2014
$ 132,851
(15,549)
(1,820)

2013
$(118,883)
(3,392)
—

related-continuing operations . . . . . . . . . . . . . . . . . . .

413,470

438,565

436,547

Depreciation and amortization-real estate

related-discontinued operations . . . . . . . . . . . . . . . . . .

—

606

11,687

Depreciation and amortization-real estate

related-unconsolidated joint ventures . . . . . . . . . . . . . .
Impairment of operating properties
. . . . . . . . . . . . . . . .
NAREIT FFO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments attributable to non-controlling interests not

85
807
600,154

168
—
554,821

180
43,582
369,721

convertible into common stock . . . . . . . . . . . . . . . . . .

—

(6,415)

(7,155)

NAREIT FFO attributable to stockholders and

non-controlling interests convertible into common stock

$ 600,154

NAREIT FFO per share/OP Unit − diluted . . . . . . . . . . .

$

1.97

$ 548,406

$

1.80

$ 362,566

$

1.44

Weighted average shares/OP Units outstanding − basic and
diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

305,023

304,359

252,009

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

Our Critical Accounting Policies

Our discussion and analysis of the historical financial condition and 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. For a discussion of recently-issued and
adopted accounting standards, see Note 1 to financial statements contained elsewhere in this annual report
on Form 10-K.

52

Revenue Recognition and Receivables

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 Consolidated Statements of Operations and contractual
payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance
Sheets within Receivables.

The Company commences recognizing 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 controls the physical
use of the leased asset. Generally, this occurs on the lease commencement date.

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. Leases also
typically provide for reimbursement of common area maintenance, property taxes and other operating
expenses by the lessee which are recognized in the period the applicable expenditures are incurred.

The determination of who is the owner, for accounting purposes, of tenant improvements (where
provided) determines the nature of the leased asset and when revenue recognition under a lease begins. If
the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the
finished space and revenue recognition begins when the lessee takes possession of the finished space,
typically when the improvements are substantially complete. If the Company concludes it is not the owner,
for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the
unimproved space and any tenant improvement allowances funded under a lease are accounted for as lease
incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these
circumstances, the Company commences revenue recognition when the lessee takes possession of the
unimproved space for the lessee to construct their own improvements. In making this assessment, the
Company considers a number of factors, each of which individually is not determinative.

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 base rents,

straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The
Company analyzes its receivables and historical bad debt levels, tenant credit-worthiness and current
economic trends when evaluating the adequacy 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.

Real Estate

Real estate assets are recorded in the 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),
identifiable intangible assets and liabilities (consisting of above and below-market leases, in-place leases and
tenant relationships), and assumed debt based on an evaluation of available information. Based on these
estimates, the estimated fair value is allocated to the acquired assets and assumed liabilities.

The fair values of tangible assets are 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. If information regarding the fair value of the assets acquired and liabilities assumed is
received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a
prospective basis. The Company expenses transaction costs associated with business combinations in the
period incurred.

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
an interest rate reflecting the risks associated with 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

53

(ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured
over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market or
below-market intangible is amortized as a reduction of, or increase to, rental income over the remaining
non-cancelable term of each lease, which includes renewal periods with fixed rental terms that are
considered to be below-market.

In determining the value of in-place leases and tenant relationships, management evaluates the specific

characteristics of each lease and the Company’s overall relationship with each tenant. Factors considered
include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk
associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property
during a hypothetical expected lease-up period, current market conditions and costs to execute similar
leases. Management also considers information obtained about a property in connection with its
pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other property
operating costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs
to execute similar leases include: 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 value
assigned to in-place leases is amortized to expense over the remaining term of each lease. The value
assigned to tenant relationships is amortized over the initial terms of the leases.

Certain real estate assets are depreciated using the straight-line method over the estimated useful lives

of the assets. The estimated useful lives are as follows:

Building and building and land improvements . . . . . .
Furniture, fixtures, and equipment . . . . . . . . . . . . . .
Tenant improvements . . . . . . . . . . . . . . . . . . . . . . . The shorter of the term of the related

20 − 40 years
5 − 10 years

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 as incurred.

When a real estate asset is identified by management as held-for-sale, the Company discontinues
depreciating the asset and estimates its sales price, net of estimated selling costs. If, in management’s
opinion, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded
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 assesses whether there are indicators that the 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

current and projected operating cash flows (undiscounted and unleveraged), taking into account the
anticipated and probability weighted holding period, are less than a real estate asset’s carrying value.
Various factors are considered in the estimation process, including expected future operating income, trends
and prospects and the effects of demand, competition, and other economic factors. If management
determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of
its carrying amount over its fair value.

In situations in which a lease or leases associated with a significant tenant have been, or are expected to

be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets
in the asset group related 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 consideration of the
facts and circumstances surrounding the termination, the Company may write-off or accelerate the
depreciation and amortization associated with the asset group. Such write-offs are included within
Depreciation and amortization in the Consolidated Statements of Operations.

54

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 in the Company’s Consolidated Statements
of Operations.

Inflation

The majority of leases contain provisions designed to mitigate the adverse impact of inflation. Such
provisions contain clauses enabling us to receive percentage rents, which generally increase as prices rise but
may be adversely impacted by tenant sales decreases, and/or escalation clauses which are typically related to
increases in the consumer price index or similar inflation indices. In addition, we believe that many of our
existing lease rates are below current market levels for comparable space and that upon renewal or re-rental
such rates may be increased to be consistent with, or closer to, current market rates. This belief is based
upon an analysis of relevant market conditions, including a comparison of comparable market rental rates,
and upon the fact that many of our leases have been in place for a number of years and may not contain
escalation clauses sufficient to match the increase in market rental rates over such time. Most of our leases
require the tenant to pay its share of operating expenses, including common area maintenance, real estate
taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting
from inflation. In addition, we periodically evaluate our exposure to interest rate fluctuations, and may
enter into interest rate protection agreements which mitigate, but do not eliminate, the effect of changes in
interest rates on our floating rate loans.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of December 31, 2015.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain

liquidity and fund capital expenditures and expansion of our real estate investment portfolio and
operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on
earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives we borrow
primarily at fixed rates or variable rates with the lowest margins available.

With regard to variable rate financing, we assess interest rate cash flow 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 or forecasted debt obligations as well as our potential
offsetting hedge positions. The 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 additional derivative financial instruments to hedge exposures to changes in interest rates

on loans secured by our properties or unsecured debt obligations. 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 market risk associated with interest-rate contracts 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 derivative contract is positive, the counterparty owes us, which creates credit
risk to us. We will minimize the credit risk in derivative instruments by entering into transactions with
high-quality counterparties. The Company has entered into derivative financial instruments such as interest
rate swap and interest rate cap agreements to manage interest rate risk exposure arising from variable rate
debt transactions that result in the receipt or payment of future known and uncertain cash amounts, the
value of which are determined by 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.

55

As of December 31, 2015, we had $1.9 billion of outstanding floating rate borrowings under our $2.75

billion senior unsecured credit facility (the “Unsecured Credit Facility”) and a $600.0 million unsecured
term loan (the “Term Loan”) which both bore interest at a rate equal to LIBOR plus an interest spread of
140 basis points. $1.5 billion of the borrowings under the Unsecured Credit Facility are subject to interest
rate swap agreements, which effectively convert the interest rate on the borrowings from floating to fixed. If
market rates of interest on our variable rate debt increased by 1%, the increase in annual interest expense on
our variable rate debt would decrease future earnings and cash flows by approximately $10.2 million (this
includes the impact of the $1.5 billion of interest rate swap agreements). If market rates of interest on our
variable rate debt decreased by 1%, the decrease in annual interest expense on our variable rate debt would
increase future earnings and cash flows by approximately $2.5 million (this includes the impact of the $1.5
billion of interest rate swap agreements).

The table below presents the principal cash flows, weighted average interest rates of remaining debt and
the fair value of total debt as of December 31, 2015 (dollars in thousands). The table is presented by year of
expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the
average interest rate for variable rate debt is included in the table, those rates represent rates that existed as
of December 31, 2015 and are subject to change on a monthly basis. Further, the table below incorporates
only those exposures that exist as of December 31, 2015 and does not consider exposures or positions that
could arise after that date. Since firm commitments are not presented, the table has limited predictive value.
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, our hedging strategies at that time, and actual interest rates.

2016

2017

2018

2019

2020

Thereafter

Total

Fair Value

Secured Debt

Fixed rate . . . . . . . . . .

$877,700

$349,659

$

19,476

$ 20,126

$766,577

$ 193,225

$2,226,763

$2,367,070

Weighted average interest

rate(1) . . . . . . . . . . .

6.23%

6.17%

6.17%

6.17%

6.17%

6.17%

Variable rate . . . . . . . .

$

— $

— $

— $

— $

— $

— $

— $

—

Weighted average interest

rate(1) . . . . . . . . . . .

Unsecured Debt

—

—

—

—

—

—

Fixed rate . . . . . . . . . .

$

— $

— $

— $

— $

— $1,218,453

$1,218,453

$1,198,504

Weighted average interest

rate(1) . . . . . . . . . . .

3.91%

3.91%

3.91%

3.91%

3.91%

3.91%

Variable rate(2)

. . . . . . .

$

— $416,000

$1,500,000

$600,000

$

— $

— $2,516,000

$2,516,000

Weighted average interest

rate(1) . . . . . . . . . . .

2.00%

2.07%

1.65%

—%

—%

—%

(1) Weighted average interest rates are on the debt balances as of the end of each year presented and

assume repayment of debt on their scheduled maturity date.

(2) The $1.5 billion term loan facility bears interest at LIBOR plus an interest spread of 140 basis point.

The Company has in place five forward starting interest rate swap agreements that convert the floating
interest rate on the $1.5 billion term loan facility to a fixed, combined interest rate of 0.844% plus an
interest spread of 140 basis points.

Item 8.

Financial Statements and Supplementary Data

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

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

56

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 and considering the material weakness in internal control over financial
reporting described below in “Management’s Report on Internal Control Over Financial Reporting,” BPG’s
principal executive officer, Daniel B. Hurwitz, and principal financial officer, Barry Lefkowitz, concluded
that BPG’s disclosure controls and procedures were not effective as of such date.

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 interim chief
executive officer and interim chief financial officer, BPG conducted an evaluation of the effectiveness of its
internal control over financial reporting based on the framework in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway
Commission. Based on its assessment and those criteria, BPG’s management concluded that due to the
material weakness described below, its internal control over financial reporting was not effective as of
December 31, 2015. A material weakness is a deficiency, or combination of deficiencies, in internal control
over financial reporting such that there is a reasonable possibility that a material misstatement of the
Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The control environment, the first component in the COSO Framework, provides the basis for carrying

out internal controls across the organization and places responsibility on senior management to establish
the tone at the top of the organization, including demonstrated commitment to integrity and ethical values
throughout the organization. As further described in Item 1, “Business — Recent Developments”, the
Audit Committee of the Board of Directors conducted a review that led the Board of Directors to conclude
that specific BPG personnel, in certain instances, were directly involved and/or supervised persons directly
involved in smoothing income items, both up and down, between reporting periods in an effort to achieve
consistent quarterly same property net operating income growth, an industry non-GAAP financial measure.
Based on these findings, the Board of Directors concluded that there was a deficiency in the control

57

environment specifically because the foregoing actions failed to demonstrate commitment to integrity and
ethical values and senior management did not set an appropriate tone at the top. Although the actual
amount of financial statement misstatement resulting from these actions was not significant, because of the
override of controls that occurred at senior levels of management, we have concluded that the potential for
material misstatement of the financial statements was more than remote. Accordingly, management has
determined that this control deficiency constitutes a material weakness.

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.

Remediation Plan and Activities

BPG has implemented or is evaluating various remedial actions to address the material weakness

described above. These actions include the following:

•

•

•

certain personnel are no longer employed by BPG;

the Audit Committee, Board and executives will increase communication and training to
employees regarding the ethical values of BPG, requirement to comply with laws, the Code of
Conduct and BPG’s policies; and

BPG is evaluating its organizational structure, and will assess roles and responsibilities to enhance
controls and compliance.

BPG is committed to maintaining a strong internal control environment. Management believes the

foregoing efforts will effectively remediate the material weakness. We will give further updates to our
remediation plan in future SEC filings.

Changes in Internal Control over Financial Reporting

Other than those described above, 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, 2015 that have materially affected, or that are reasonably likely to materially affect,
BPG’s internal control over financial reporting.

Controls and Procedures (Brixmor Operating Partnership LP)

Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures (as that term is defined in

Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information
required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required disclosures. The Operating
Partnership’s management, with the participation of its principal executive officer and principal financial
officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures
as of the end of the period covered by this report. Based on this evaluation and considering the material
weakness in internal control over financial reporting described below in “Management’s Report on Internal
Control Over Financial Reporting,” the Operating Partnership’s principal executive officer, Daniel B.
Hurwitz, and principal financial officer, Barry Lefkowitz, concluded that the Operating Partnership’s
disclosure controls and procedures were not effective as of such date.

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

58

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 interim chief
executive officer and interim chief 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 of the
Treadway Commission. Based on its assessment and those criteria, the Operating Partnership’s
management concluded that due to the material weakness described below, its internal control over financial
reporting was not effective as of December 31, 2015. A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a
material misstatement of the Company’s annual or interim financial statements will not be prevented or
detected on a timely basis.

The control environment, the first component in the COSO Framework, provides the basis for carrying

out internal controls across the organization and places responsibility on senior management to establish
the tone at the top of the organization, including demonstrated commitment to integrity and ethical values
throughout the organization. As further described in Item 1, “Business — Recent Developments”, the
Audit Committee of the Board of Directors conducted a review that led the Board of Directors to conclude
that specific Operating Partnership personnel, in certain instances, were directly involved and/or supervised
persons directly involved in smoothing income items, both up and down, between reporting periods in an
effort to achieve consistent quarterly same property net operating income growth, an industry non-GAAP
financial measure. Based on these findings, the Board of Directors concluded that there was a deficiency in
the control environment specifically because the foregoing actions failed to demonstrate commitment to
integrity and ethical values and senior management did not set an appropriate tone at the top. Although the
actual amount of financial statement misstatement resulting from these actions was not significant, because
of the override of controls that occurred at senior levels of management, we have concluded that the
potential for material misstatement of the financial statements was more than remote. Accordingly,
management has determined that this control deficiency constitutes a material weakness.

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.

Remediation Plan and Activities

The Operating Partnership has implemented or is evaluating various remedial actions to address the

material weakness described above. These actions include the following:

•

•

•

certain personnel are no longer employed by the Operating Partnership;

the Audit Committee, Board and executives will increase communication and training to
employees regarding the ethical values of the Operating Partnership, requirement to comply with
laws, the Code of Conduct and the Operating Partnership’s policies; and

the Operating Partnership is evaluating its organizational structure, and will assess roles and
responsibilities to enhance controls and compliance.

59

The Operating Partnership is committed to maintaining a strong internal control environment.
Management believes the foregoing efforts will effectively remediate the material weakness. We will give
further updates to our remediation plan in future SEC filings.

Changes in Internal Control over Financial Reporting

Other than those described above, 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, 2015 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

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012

(“ITRSHRA”), which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein
Exhibit 99.1 of this report, which includes disclosures publicly filed and/or provided to Blackstone by
Travelport Limited, which may be considered our affiliate.

60

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by Item 10 will be included in the sections captioned “Proposal No. 1 —
Election of Directors,” “The Board of Directors and Certain Governance Matters — Executive Officers of
the Company,” “The Board of Directors and Certain Governance Matters — Code of Business Conduct
and Ethics and Code of Conduct for Senior Financial Officers,” “The Board of Directors and Certain
Governance Matters — Committee Membership-Audit Committee” and “Section 16(a) Beneficial
Ownership Reporting Compliance” included in the definitive proxy statement relating to the 2016 Annual
Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 16, 2016 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 2015 fiscal year covered
by this Form 10-K.

Item 11.

Executive Compensation

The information required by Item 11 will be included in the sections captioned “Compensation of Our

Officers and Directors,” “Report of the Compensation Committee” and “Compensation Committee
Interlocks and Insider Participation” included in the definitive proxy statement relating to the 2016 Annual
Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 16, 2016 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 2015 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 sections captioned “Equity Compensation
Plan Information” and “Ownership of Securities” included in the definitive proxy statement relating to the
2016 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 16, 2016 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 2015 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 sections captioned “Transactions with
Related Persons” and “The Board of Directors and Certain Governance Matters — Director Independence
and Independence Determinations” included in the definitive proxy statement relating to the 2016 Annual
Meeting of Stockholders of Brixmor Property Group Inc. to be held on June 16, 2016 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 2015 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 section captioned “Proposal No. 2 —
Ratification of Independent Registered Public Accounting Firm — Audit and Non-Audit Fees” included in
the definitive proxy statement relating to the 2016 Annual Meeting of Stockholders of Brixmor Property
Group Inc. to be held on June 16, 2016 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 2015 fiscal year covered by this Form 10-K.

61

PART IV

Item 15.

Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report

Form
10-K
Page

1 CONSOLIDATED STATEMENTS

Reports of Independent Registered Public Accounting Firms . . . . . . . . . . . . . . . . . . . . . . .

F-2

Brixmor Property Group Inc.:

Consolidated Balance Sheets as of December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . .

F-10

Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Comprehensive Income (Loss) for the years ended
December 31, 2015, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statement of Changes in Equity for the years ended December 31, 2015, 2014
and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income (Loss) for the years ended
December 31, 2015, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Changes in Capital for the years ended December 31, 2015, 2014
and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-11

F-12

F-13

F-14

F-15

F-16

F-17

F-18

F-19
F-20

2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule III — Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . .

F-43
F-44

All other schedules are omitted because they are not applicable or the required information is shown in the
financial statements or notes thereto.

62

3. Exhibits.

(b) Exhibits. The following documents are filed as exhibits to this report:

Exhibit
Number

Exhibit Description

3.1

3.2

3.3

3.4

3.5

3.6

3.7

4.1

4.2

4.3

4.4

4.5

4.6

Articles of Incorporation of Brixmor Property
Group Inc., dated as of November 4, 2013

Bylaws of Brixmor Property Group Inc., dated
as of November 4, 2013

Amended and Restated Certificate of Limited
Partnership of Brixmor Operating Partnership
LP

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

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

Amendment No. 2 to the Amended and
Restated Agreement of Limited Partnership of
Brixmor Operating Partnership LP, dated as of
March 11, 2014

Amendment No. 3 to the Amended and
Restated Agreement of Limited Partnership of
Brixmor Operating Partnership LP, dated as of
March 28, 2014

Indenture, dated January 21, 2015, between
Brixmor Operating Partnership LP, as issuer,
and The Bank of New York Mellon, as trustee.

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.

Second Supplemental Indenture, dated
August 10, 2015, among Brixmor Operating
Partnership LP, as issuer, and The Bank of
New York Mellon, as trustee.

Indenture, dated as of March 29, 1995,
between New Plan Realty Trust and The First
National Bank of Boston, as Trustee (the
“1995 Indenture”)

First Supplemental Indenture to the 1995
Indenture, dated as of August 5, 1999, by and
among New Plan Realty Trust, New Plan Excel
Realty Trust, Inc. and State Street Bank and
Trust Company

Successor Supplemental Indenture to the 1995
Indenture, dated as of April 20, 2007, by and
among Super IntermediateCo LLC and U.S.
Bank Trust National Association

Incorporated by Reference

File No.

Date of
Filing

Exhibit
Number

Filed
Herewith

Form

8-K

001-36160

11/4/2013

3.1

3.2

8-K

001-36160

11/4/2013

10-K

001-36160

3/12/2014

10.7

8-K

001-36160

11/4/2013

10.1

8-K

001-36160

11/4/2013

10.2

8-K

001-36160

3/14/2014

10.1

8-K

001-36160

4/3/2014

10.1

8-K

001-36160

1/21/2015

4.1

8-K

001-36160

1/21/2015

4.2

8-K

00-36160

8/10/2015

4.2

S-3

33-61383

7/28/1995

4.2

10-Q

001-12244

11/12/1999

10.2

10-Q

001-12244

8/9/2007

4.2

63

Exhibit
Number

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

4.15

4.16

4.17

4.18

Exhibit Description

Third Supplemental Indenture to the 1995
Indenture, dated as of October 30, 2009, by
and among Centro NP LLC and U.S. Bank
Trust National Association

Supplemental Indenture to the 1995 Indenture,
dated as of October 16, 2014, between
Brixmor LLC and U.S. Bank Trust National
Association

Indenture, dated as of February 3, 1999,
among the New Plan Excel Realty Trust, Inc.,
as Primary Obligor, New Plan Realty Trust, as
Guarantor, and State Street Bank and Trust
Company, as Trustee (the “1999 Indenture”)

Form of Officers’ Certificate relating to the
terms of the Company’s 3.75% Convertible
Senior Notes due 2023

Supplemental Indenture to the 1999 Indenture,
dated as of December 17, 2004, by and
between New Plan Excel Realty Trust, Inc., as
Primary Obligor, New Plan Realty Trust, as
Guarantor, and U.S. Bank Trust National
Association (as successor to State Street Bank
and Trust Company)

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

Supplemental Indenture to the 1999 Indenture,
dated as of May 4, 2007, by and between
Centro NP LLC, New Plan Realty Trust, LLC
and U.S. Bank Trust National Association

Supplemental Indenture to the 1999 Indenture,
dated as of October 16, 2014, between
Brixmor LLC and U.S. Bank Trust National
Association

Indenture, dated as of January 30, 2004, by
and between New Plan Excel Realty Trust, Inc.
as Primary Obligor, and U.S. Bank Trust
National Association, as Trustee (the “2004
Indenture”)

First Supplemental Indenture to the 2004
Indenture, dated as of September 19, 2006,
between New Plan Excel Realty Trust and U.S.
Bank Trust National Association, as trustee

Successor Supplemental Indenture to the 2004
Indenture, dated as of April 20, 2007, by and
among Super IntermediateCo LLC and U.S.
Bank Trust National Association

Supplemental Indenture to the 2004 Indenture,
dated as of May 4, 2007, by and between
Centro NP LLC and U.S. Bank Trust National
Association

Incorporated by Reference

File No.

Date of
Filing

Exhibit
Number

Filed
Herewith

333-190002

8/23/2013

4.4

Form

S-11

8-K

001-36160

10/17/2014

4.1

8-K

001-12244

2/3/1999

4.1

8-K

001-12244

5/19/2003

4.2

8-K

001-12244

12/22/2004

4.1

10-Q

001-12244

8/9/2007

4.3

10-Q

001-12244

8/9/2007

4.4

8-K

001-36160

10/17/2014

4.2

8-K

001-12244

2/5/2004

4.1

8-K

001-12244

9/19/2006

4.1

10-Q

001-12244

8/9/2007

4.1

10-Q

001-12244

8/9/2007

4.5

64

Exhibit
Number

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

Exhibit Description

Separate Series Agreement, dated as of
October 29, 2013, by and among BRE
Non-Core Assets Inc., as a limited partner
associated with Series A, Non-Core Series GP,
LLC, as the general partner associated with
Series A, and Brixmor OP GP LLC, as the
general partner of the Partnership on behalf of
Brixmor Operating Partnership LP

Registration Rights Agreement, dated as of
October 29, 2013, by and among the Company
and the equity holders named therein

Stockholders’ Agreement, dated as of
October 29, 2013, by and between the
Company and BRE Retail Holdco L.P.

Exchange Agreement, dated as of
October 29, 2013, by and among the Company
and the other holders of BPG Subsidiary Inc.
common stock from time to time party thereto

Form of Contribution Agreement

Non-Core Property Management Agreement,
dated as of October 29, 2013

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

Parent Guaranty, executed as of March 18,
2014, by BPG Subsidiary Inc. and Brixmor OP
GP LLC for the benefit of JPMorgan Chase,
N.A., as administrative agent

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

Revolving Credit and Term Loan Agreement,
dated as of July 16, 2013, among Brixmor
Operating Partnership LP. as borrower, JP
Morgan Chase Bank, N.A., as administrative
agent, Bank of America, N.A. and Wells Fargo
Bank, National Association, as syndication
agents, Barclays Bank PLC, Citibank, N.A.,
Deutsche Bank Securities Inc. and Royal Bank
of Canada, as documentation agents and the
other Lenders party thereto

Amendment No. 1 to Revolving Credit and
Term Loan Agreement, dated as of
February 5, 2015, among Brixmor Operating
Partnership LP, as borrower, JPMorgan Chase
Bank, N.A., as administrative agent

Incorporated by Reference

File No.

Date of
Filing

Exhibit
Number

Filed
Herewith

001-36160

11/4/2013

10.3

Form

8-K

8-K

001-36160

11/4/2013

10.4

8-K

001-36160

11/4/2013

10.5

8-K

001-36160

11/4/2013

10.6

S-11

10-K

333-190002

10/29/2013

001-36160

3/12/2014

10.2

10.9

8-K

001-36160

3/18/2014

10.1

8-K

001-36160

3/18/2014

10.2

8-K

001-36160

2/9/2015

10.2

S-11

333-190002

8/23/2013

10.6

8-K

001-36160

2/9/2015

10.1

65

Exhibit
Number

10.12

10.13

10.14

10.15

10.16

10.17

10.18

10.19*

10.20*

10.21*

Exhibit Description

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

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.)

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

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

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

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

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)

2013 Omnibus Incentive Plan

Form of Director and Officer Indemnification
Agreement

Employment Agreement, dated November 1,
2011, between BPG Subsidiary Inc. and
Michael A. Carroll

Incorporated by Reference

File No.

Date of
Filing

Exhibit
Number

Filed
Herewith

333-190002

8/23/2013

10.9

Form

S-11

S-11

333-190002

8/23/2013

10.10

S-11

333-190002

8/23/2013

10.11

S-11

333-190002

8/23/2013

10.12

S-11

333-190002

10/17/2013

10.13

S-11

333-190002

10/17/2013

10.14

S-11

333-190002

10/17/2013

10.15

S-11

S-11

333-190002

9/23/2013

333-190002

8/23/2013

10.18

10.19

S-11

333-190002

8/23/2013

10.20

66

Exhibit
Number

10.22*

10.23*

10.24*

10.25*

10.26*

10.27*

10.28*

10.29*

10.30*

10.31*

10.32*

10.33*

10.34*

10.35

12.1

21.1

21.1

23.1

23.2

23.3

23.4

Exhibit Description

Employment Agreement, dated June 24, 2013,
between BPG Subsidiary Inc. and Michael V.
Pappagallo

Employment Agreement, dated November 1,
2011, between BPG Subsidiary Inc. and Steven
F. Siegel

Employment Agreement, dated November 1,
2011, between BPG Subsidiary Inc. and Dean
Bernstein

Employment Agreement, dated October 19,
2015, between Brixmor Property Group Inc.
and Michael Hyun

Employment Agreement, dated February 12,
2016, between Brixmor Property Group Inc.
and Daniel B. Hurwitz

Employment Agreement, dated February 15,
2016, between Brixmor Property Group Inc.
and Barry Lefkowitz

Form of Brixmor Property Group Inc.
Restricted Stock Grant and Acknowledgment

Form of BPG Subsidiary Inc. Restricted Stock
Grant and Acknowledgment

Form of Restricted Stock Unit Agreement

Form of LTIP Unit Agreement

Separation Agreement and Release, dated
February 7, 2016 by and between the
Company and Michael A. Carroll

Separation Agreement and Release, dated
February 5, 2016 by and between the
Company and Michael V. Pappagallo

Separation Agreement and Release, dated
February 7, 2016 by and between the
Company and Steven A. Splain

Form of Director Restricted Stock Award
Agreement

Incorporated by Reference

File No.

Date of
Filing

Exhibit
Number

Filed
Herewith

333-190002

8/23/2013

10.21

Form

S-11

S-11

333-190002

8/23/2013

10.23

S-11

333-190002

8/23/2013

10.24

8-K

001-36160

2/16/2016

10.2

8-K

001-36160

2/16/2016

10.1

S-11

333-190002

10/4/2013

10.26

S-11

333-190002

10/4/2013

10.27

10-Q

10-Q

8-K

001-36160

001-36160

001-36160

4/27/2015

4/27/2015

2/8/2016

10.1

10.2

10.1

8-K

001-36160

2/8/2016

10.2

8-K

001-36160

2/8/2016

10.3

S-11

333-190002

10/4/2013

10.30

Computation of Consolidated Ratio of
Earnings to Fixed Charges and Consolidated
Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends

Subsidiaries of the Brixmor Property Group
Inc.

Subsidiaries of the Brixmor Operating
Partnership LP

Consent of Deloitte & Touche LLP for
Brixmor Property Group Inc.

Consent of Ernst & Young LLP for Brixmor
Property Group Inc.

Consent of Deloitte & Touche LLP for
Brixmor Operating Partnership LP

Consent of Ernst & Young LLP for Brixmor
Operating Partnership LP

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

67

x

x

x

x

x

x

x

x

Incorporated by Reference

Form

—

File No.

—

Date of
Filing

—

Exhibit
Number

Filed
Herewith

—

Exhibit
Number

31.1

31.2

31.3

31.4

32.1

32.2

99.1

99.2

99.3

Exhibit Description

Brixmor Property Group Inc. Certification of
Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

Brixmor Property Group Inc. Certification of
Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange
Act of 1934 as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002

Brixmor Operating Partnership LP
Certification of Chief Executive Officer
pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002

Brixmor Operating Partnership LP
Certification of Chief Financial Officer
pursuant to Rule 13a-14(a)/15d-14(a) of the
Securities Exchange Act of 1934 as adopted
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002

Brixmor Property Group Inc. Certification of
Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

Brixmor Operating Partnership LP
Certification of Chief Executive Officer and
Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002

Section 13(r) Disclosure

Property List

Information relating to Part II, Item 14 “Other
Expenses of Issuance and Distribution” of the
Registration Statement (File No.
333-201464-01).

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—

—

—

—

—

—

—

—

—

—

8-K

001-36160

1/21/2015

99.1

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema

Document

101.CAL XBRL Taxonomy Extension Calculation

Linkbase Document

101.DEF XBRL Taxonomy Extension Definition

Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase

Document

101.PRE XBRL Taxonomy Extension Presentation

Linkbase Document

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*

Indicates management contract or compensatory plan or arrangement.

68

x

x

x

x

x

x

x

x

x

x

x

x

x

x

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.

69

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the

Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly
authorized.

SIGNATURES

Date: February 29, 2016

Date: February 29, 2016

BRIXMOR PROPERTY GROUP INC.

By: /s/ Daniel B. Hurwitz
Daniel B. Hurwitz
Interim Chief Executive Officer and President
(Principal Executive Officer)

BRIXMOR OPERATING PARTNERSHIP LP

By: /s/ Daniel B. Hurwitz
Daniel B. Hurwitz
Interim 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 29, 2016

Date: February 29, 2016

Date: February 29, 2016

Date: February 29, 2016

Date: February 29, 2016

Date: February 29, 2016

Date: February 29, 2016

By: /s/ Daniel B. Hurwitz
Daniel B. Hurwitz
Interim Chief Executive Officer and President
(Principal Executive Officer, Director, Sole
Director of Sole Member of General Partner of
Operating Partnership)

By: /s/ Barry Lefkowitz
Barry Lefkowitz
Interim Chief Financial Officer
(Principal Financial Officer)

By: /s/ Michael Cathers
Michael Cathers
Interim Chief Accounting Officer
(Principal Accounting Officer)

By: /s/ John G. Schreiber
John G. Schreiber
Chairman of the Board of Directors

By: /s/ Michael Berman
Michael Berman
Director

By: /s/ Anthony W. Deering
Anthony W. Deering
Director

By: /s/ Thomas W. Dickson
Thomas W. Dickson
Director

70

Date: February 29, 2016

Date: February 29, 2016

Date: February 29, 2016

Date: February 29, 2016

By: /s/ Jonathan D. Gray
Jonathan D. Gray
Director

By: /s/ William D. Rahm
William D. Rahm
Director

By: /s/ William J. Stein
William J. Stein
Director

By: /s/ Gabrielle Sulzberger
Gabrielle Sulzberger
Director

71

(This page intentionally left blank)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES

Form
10-K
Page

1 CONSOLIDATED STATEMENTS

Reports of Independent Registered Public Accounting Firms . . . . . . . . . . . . . . . . . . . . . . .

F-2

Brixmor Property Group Inc.:

Consolidated Balance Sheets as of December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . .

F-10

Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Comprehensive Income (Loss) for the years ended
December 31, 2015, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statement of Changes in Equity for the years ended December 31, 2015, 2014
and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income (Loss) for the years ended
December 31, 2015, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Changes in Capital for the years ended December 31, 2015, 2014
and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-11

F-12

F-13

F-14

F-15

F-16

F-17

F-18

F-19
F-20

2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule III — Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . .

F-43
F-44

All other schedules are omitted because they are not applicable or the required information is shown in the
financial statements or notes thereto.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Brixmor Property Group Inc. and Subsidiaries
New York, New York

We have audited the accompanying consolidated balance sheet of Brixmor Property Group Inc. and

Subsidiaries (the “Company”) as of December 31, 2015, and the related consolidated statements of
operations, comprehensive income (loss), changes in equity, and cash flows for the year ended December 31,
2015. Our audit also included the financial statement schedules listed in the Index at Item 15. These
financial statements and financial statement schedules are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the financial statements and financial statement
schedules based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the
financial position of Brixmor Property Group Inc. and Subsidiaries at December 31, 2015, and the results
of their operations and their cash flows for the year ended December 31, 2015, in conformity with
accounting principles generally accepted in the United States of America. Also, in our opinion, such
financial statement schedules, when considered in relation to the basic consolidated financial statements
taken as a whole, present fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight

Board (United States), the Company’s internal control over financial reporting as of December 31, 2015,
based on the criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated February
29, 2016 expressed an adverse opinion on the Company’s internal control over financial reporting due to a
material weakness.

/s/ DELOITTE & TOUCHE LLP
New York, New York

February 29, 2016

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Brixmor Property Group Inc. and Subsidiaries
New York, New York

We have audited Brixmor Property Group Inc.’s and Subsidiaries (the “Company”) internal control
over financial reporting of as of December 31, 2015, based on criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO Framework”). 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 conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). 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.

A company’s internal control over financial reporting is a process designed by, or under the supervision

of, the company’s principal executive and principal financial officers, or persons performing similar
functions, and effected by the company’s board of directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the
effectiveness of the internal control over financial reporting to future periods are subject to the risk that the
controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual
or interim financial statements will not be prevented or detected on a timely basis. The following material
weakness in entity level controls has been identified and included in management’s assessment:

The control environment, the first component in the COSO Framework, provides the basis for carrying

out internal controls across the organization and places responsibility on senior management to establish
the tone at the top of the organization, including demonstrated commitment to integrity and ethical values
throughout the organization. The Audit Committee of the Board of Directors conducted a review that led
the Board of Directors to conclude that specific Company personnel, in certain instances, were directly
involved and/or supervised persons directly involved in smoothing income items, both up and down,
between reporting periods in an effort to achieve consistent quarterly same property net operating income
growth, an industry non-GAAP financial measure. Based on these findings, we concluded that there was a
deficiency in the control environment specifically because the foregoing actions failed to demonstrate

F-3

commitment to integrity and ethical values and senior management did not set an appropriate tone at the
top. Although the actual amount of financial statement misstatement resulting from these actions was not
significant, because of the override of controls that occurred at senior levels of management, we have
concluded that the potential for material misstatement of the financial statements was more than remote.
Accordingly, we have determined that this control deficiency constitutes a material weakness.

This material weakness was considered in determining the nature, timing, and extent of audit tests
applied in our audit of the consolidated financial statements and financial statement schedules as of and for
the year ended December 31, 2015, of the Company and this report does not affect our report on such
financial statements and financial statement schedules.

In our opinion, because of the effect of the material weakness identified above on the achievement of

the objectives of the control criteria, the Company has not maintained effective internal control over
financial reporting as of December 31, 2015, based on the criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial statement schedules as of and for
the year ended December 31, 2015, of the Company and our report dated February 29, 2016 expressed an
unqualified opinion on those financial statements and financial statement schedules.

/s/ DELOITTE & TOUCHE LLP
New York, New York

February 29, 2016

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Brixmor Property Group Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Brixmor Property Group Inc. and

Subsidiaries (the “Company”) as of December 31, 2014, and the related consolidated statements of
operations, comprehensive income (loss), changes in equity, and cash flows for each of the two years in the
period ended December 31, 2014. Our audits also included the financial statement schedules listed in the
Index at Item 15. These financial statements and schedules are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements and schedule based
on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Brixmor Property Group Inc. and Subsidiaries at December 31, 2014,
and the consolidated results of its operations and its cash flows for each of the two years in the period
ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedules, when considered in relation to the financial statements
taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP
New York, New York

February 19, 2015

F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Partners of
Brixmor Operating Partnership LP and Subsidiaries
New York, New York

We have audited the accompanying consolidated balance sheet of Brixmor Operating Partnership LP

and Subsidiaries (the “Operating Partnership”) as of December 31, 2015, and the related consolidated
statements of operations, comprehensive income (loss), changes in capital, and cash flows for the year
ended December 31, 2015. Our audit also included the financial statement schedules listed in the Index at
Item 15. These financial statements and financial statement schedules are the responsibility of the
Operating Partnership’s management. Our responsibility is to express an opinion on the financial
statements and financial statement schedules based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the
financial position of Brixmor Operating Partnership LP and Subsidiaries at December 31, 2015, and the
results of their operations and their cash flows for the year ended December 31, 2015, in conformity with
accounting principles generally accepted in the United States of America. Also, in our opinion, such
financial statement schedules, when considered in relation to the basic consolidated financial statements
taken as a whole, present fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight

Board (United States), the Operating Partnership’s internal control over financial reporting as of
December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
February 29, 2016 expressed an adverse opinion on the Operating Partnership’s internal control over
financial reporting due to a material weakness.

/s/ DELOITTE & TOUCHE LLP
New York, New York

February 29, 2016

F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Partners of
Brixmor Operating Partnership LP and Subsidiaries
New York, New York

We have audited Brixmor Operating Partnership LP’s and Subsidiaries (the “Operating Partnership”)

internal control over financial reporting of as of December 31, 2015, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (“COSO Framework”). 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 conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). 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.

A company’s internal control over financial reporting is a process designed by, or under the supervision

of, the company’s principal executive and principal financial officers, or persons performing similar
functions, and effected by the company’s board of directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error
or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the
effectiveness of the internal control over financial reporting to future periods are subject to the risk that the
controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of the Operating
Partnership’s annual or interim financial statements will not be prevented or detected on a timely basis. The
following material weakness in entity level controls has been identified and included in management’s
assessment:

The control environment, the first component in the COSO Framework, provides the basis for carrying

out internal controls across the organization and places responsibility on senior management to establish
the tone at the top of the organization, including demonstrated commitment to integrity and ethical values
throughout the organization. The Audit Committee of the Board of Directors conducted a review that led
the Board of Directors to conclude that specific Operating Partnership personnel, in certain instances, were
directly involved and/or supervised persons directly involved in smoothing income items, both up and
down, between reporting periods in an effort to achieve consistent quarterly same property net operating
income growth, an industry non-GAAP financial measure. Based on these findings, we concluded that there

F-7

was a deficiency in the control environment specifically because the foregoing actions failed to demonstrate
commitment to integrity and ethical values and senior management did not set an appropriate tone at the
top. Although the actual amount of financial statement misstatement resulting from these actions was not
significant, because of the override of controls that occurred at senior levels of management, we have
concluded that the potential for material misstatement of the financial statements was more than remote.
Accordingly, we have determined that this control deficiency constitutes a material weakness.

This material weakness was considered in determining the nature, timing, and extent of audit tests
applied in our audit of the consolidated financial statements and financial statement schedules as of and for
the year ended December 31, 2015, of the Operating Partnership and this report does not affect our report
on such financial statements and financial statement schedules.

In our opinion, because of the effect of the material weakness identified above on the achievement of

the objectives of the control criteria, the Operating Partnership has not maintained effective internal control
over financial reporting as of December 31, 2015, based on the criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements and financial statement schedules as of and for
the year ended December 31, 2015, of the Operating Partnership and our report dated February 29, 2016
expressed an unqualified opinion on those financial statements and financial statement schedules.

/s/ DELOITTE & TOUCHE LLP
New York, New York

February 29, 2016

F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Partners of Brixmor Operating Partnership LP and Subsidiaries

We have audited the accompanying consolidated balance sheet of Brixmor Operating Partnership LP

and subsidiaries (the “Operating Partnership”) as of December 31, 2014 and the related consolidated
statements of operations, comprehensive income (loss), changes in capital, and cash flows for each of the
two years in the period ended December 31, 2014. Our audits also included the financial statement
schedules listed in the Index at Item 15. These financial statements and schedules are the responsibility of
the Operating Partnership’s management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Brixmor Operating Partnership LP and Subsidiaries at December 31,
2014, and the consolidated results of its operations and its cash flows for each of the two years in the period
ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedules, when considered in relation to the financial statements
taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP
New York, New York

February 19, 2015

F-9

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)

December 31,
2015

December 31,
2014

Assets

Real estate

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,011,947

$ 2,000,415

Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,920,903

10,932,850

Accumulated depreciation and amortization . . . . . . . . . . . . . . . .

(1,880,685)

Real estate, net

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,052,165

Investments in and advances to unconsolidated joint ventures . . . . . .

Cash and cash equivalents

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowance for doubtful accounts of $16,587 and

$14,070 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges and prepaid expenses, net . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets

5,019

69,528

41,462
23,001

180,486
109,149
17,197

8,801,834

10,802,249

(1,549,234)

9,253,015

5,072

60,595

53,164
20,315

182,424
94,269
13,059

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,498,007

$ 9,681,913

Liabilities

Debt obligations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and other liabilities . . . . . . . . . .

$ 5,974,266
603,439

$ 6,022,508
679,102

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,577,705

6,701,610

Commitments and contingencies (Note 13)

. . . . . . . . . . . . . . . . . . . .

—

—

Equity

Common stock, $0.01 par value; authorized 3,000,000,000 shares;

299,138,450 and 296,552,142 shares issued and outstanding . . . . .
Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss
. . . . . . . . . . . . . . . . . . . . .
Distributions in excess of net income . . . . . . . . . . . . . . . . . . . . . . .

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,991
3,270,246
(2,509)
(400,945)

2,869,783

50,519

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,920,302

2,966
3,223,941
(4,435)
(318,762)

2,903,710

76,593

2,980,303

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,498,007

$ 9,681,913

The accompanying notes are an integral part of these consolidated financial statements.
F-10

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Year Ended December 31,
2014

2013

2015

Revenues

Rental income
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expense reimbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 984,548
276,032
5,400
1,265,980

$ 960,715
268,035
7,849
1,236,599

$ 887,466
242,803
16,135
1,146,404

Operating expenses

Operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for doubtful accounts
Impairment of real estate assets
. . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other income (expense)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and interest
Interest expense
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of real estate assets and acquisition of joint venture interest . .
Gain (loss) on extinguishment of debt, net . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income (loss) before equity in income of unconsolidated joint ventures
. . . .
. . . . . . . . . . . . . . . . .
Equity in income of unconsolidated joint ventures
Gain on disposition of investments in unconsolidated joint ventures . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . .

Discontinued operations

Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties . . . . . . . . . . . . . . . . . . . .
Impairment of real estate held for sale . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . .

129,477
180,911
417,935
9,540
1,005
98,454
837,322

315
(245,012)
11,744
1,720
(348)
(231,581)

197,077
459
—
197,536

—
—
—
—

129,148
179,504
441,630
11,537
—
80,175
841,994

602
(262,812)
378
(13,761)
(8,431)
(284,024)

110,581
370
1,820
112,771

4,909
15,171
—
20,080

116,522
168,468
438,547
10,899
1,531
121,082
857,049

832
(343,193)
2,223
(20,028)
(11,014)
(371,180)

(81,825)
1,167
—
(80,658)

3,505
3,392
(45,122)
(38,225)

Net income (loss)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

197,536

132,851

(118,883)

Net (income) loss attributable to non-controlling interests . . . . . . . . . . .
Net income (loss) attributable to Brixmor Property Group Inc. . . . . . . . . . .
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to common stockholders . . . . . . . . . . . . . .

(3,816)
193,720
(150)
$ 193,570

Per common share:
Income (loss) from continuing operations:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) attributable to common stockholders:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$
$

0.65

0.65

0.65
0.65

(43,849)
89,002
(150)
88,852

25,349
(93,534)
(162)
$ (93,696)

0.36

0.36

0.36
0.36

$

$

$
$

(0.33)

(0.33)

(0.50)
(0.50)

$

$

$

$
$

Weighted average shares:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

298,004

305,017

243,390

244,588

188,993

188,993

The accompanying notes are an integral part of these consolidated financial statements.
F-11

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

Year Ended December 31,

2015

2014

2013

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$197,536

$ 132,851

$(118,883)

Other comprehensive income (loss)

Unrealized gain (loss) on interest rate hedges . . . . . . . . . . . . . . . .

Unrealized gain (loss) on marketable securities . . . . . . . . . . . . . . .

1,986

(60)

2,372

(6,795)

5

22

Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

199,462

135,228

(125,656)

Comprehensive (income) loss attributable to non-controlling

interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3,816)

(43,849)

25,349

Comprehensive income (loss) attributable to Brixmor Property Group
Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$195,646

$ 91,379

$(100,307)

The accompanying notes are an integral part of these consolidated financial statements.
F-12

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in thousands)

Common Stock

Number Amount

Additional Paid
in Capital

Accumulated
Other
Comprehensive
Loss

Distributions in
excess of net
income

Non-controlling
Interests

Total

Beginning balance, January 1, 2013 . . . . . . 182,242 $1,822

$1,746,271

$

(39)

$ (26,559)

$ 554,859

$2,276,354

Common stock dividends

. . . . . . . . . . .

Distributions to non-controlling interests . . .

Issuance of non-core series A . . . . . . . . .

Issuance of OP units for Acquired Properties

Compensation expense relating to Class B

Units . . . . . . . . . . . . . . . . . . . . .

—

—

—

—

—

Proceeds from initial public offering . . . . . .

47,438

Redemption of preferred stock . . . . . . . .

Preferred stock dividends . . . . . . . . . . . .

Issuance of common stock . . . . . . . . . . .

Other comprehensive loss

. . . . . . . . . . .

Declared but unpaid dividends and

distributions ($0.127 per common share)

.

Reallocation of non-controlling interest in the
. . . . . . . . . . . . . .

OP and BPG Sub.

Net loss

. . . . . . . . . . . . . . . . . . . . .

—

—

9

—

—

—

—

—

—

—

—

—

475

—

—

—

—

—

—

—

—

—

(186,935)

—

27,487

893,385

(1,250)

—

—

—

—

64,732

—

—

—

—

—

—

—

—

—

—

(6,773)

—

—

—

(47,280)

—

—

—

—

—

—

(162)

—

—

—

(25,219)

186,935

317,556

8,908

—

(151)

—

—

(47,280)

(25,219)

—

317,556

36,395

893,860

(1,250)

(313)

—

(6,773)

(29,172)

(9,467)

(38,639)

—

(93,534)

(64,732)

(26,637)

—

(120,171)

Ending balance, December 31, 2013 . . . . . . 229,689 $2,297

$2,543,690

$(6,812)

$(196,707)

$ 942,052

$3,284,520

Common stock dividends ($0.825 per

common share)

. . . . . . . . . . . . . . .

Distributions to non-controlling interests . . .

Redemption of Series A . . . . . . . . . . . .

Equity based compensation expense . . . . . .

Preferred stock dividends . . . . . . . . . . . .

Acquisition of non-controlling interests

. . .

Other comprehensive income

. . . . . . . . .

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

6,222

7,588

—

437

—

Conversion of Operating Partnership units

into common stock . . . . . . . . . . . . .

66,863

Net income . . . . . . . . . . . . . . . . . . .

—

669

—

666,004

—

—

—

—

—

—

—

2,377

—

—

(211,057)

—

(211,057)

—

—

—

—

—

—

—

(40,331)

(40,331)

(201,400)

(195,178)

1,864

(150)

(1,437)

—

9,452

(150)

(1,000)

2,377

(666,673)

—

89,002

42,668

131,670

Ending balance, December 31, 2014 . . . . . . 296,552 $2,966

$3,223,941

$(4,435)

$(318,762)

$

76,593

$2,980,303

Common stock dividends ($0.92 per common
share) . . . . . . . . . . . . . . . . . . . . .

Distributions to non-controlling interests . . .

Equity based compensation expense . . . . . .

Preferred stock dividends . . . . . . . . . . . .

Issuance of common stock and OP Units . . .

Other comprehensive income

. . . . . . . . .

Share-based awards retained for taxes . . . . .

—

—

—

—

67

—

—

Conversion of Operating Partnership units

into common stock . . . . . . . . . . . . .

2,519

Net income . . . . . . . . . . . . . . . . . . .

—

—

—

—

—

—

—

—

25

—

—

—

22,841

—

(743)

—

(920)

25,127

—

—

—

—

—

—

1,926

—

—

—

(275,903)

—

(275,903)

—

—

—

—

—

—

—

(5,843)

490

(150)

765

—

—

(5,843)

23,331

(150)

22

1,926

(920)

(25,152)

—

193,720

3,816

197,536

Ending balance, December 31, 2015 . . . . . . 299,138 $2,991

$3,270,246

$(2,509)

$(400,945)

$

50,519

$2,920,302

The accompanying notes are an integral part of these consolidated financial statements.
F-13

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Operating activities:
Net income (loss)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt premium and discount amortization . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing cost amortization . . . . . . . . . . . . . . . . . . . . . . . . . .
Above- and below-market lease intangible amortization . . . . . . . . . . . . . . . .
Impairment of real estate assets
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties, disposition of investments in
unconsolidated joint ventures and acquisition of joint venture interest

. . . . . .
Equity based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on extinguishment of debt, net

Changes in operating assets and liabilities:

Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges and prepaid expenses
. . . . . . . . . . . . . . . . . . . . . . . . .
Other assets
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities:

Improvements to and investments in real estate assets
. . . . . . . . . . . . . . . . .
Acquisitions of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . .
Contributions to unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . . .
Change in restricted cash attributable to investing activities . . . . . . . . . . . . . .
Purchase of marketable securities
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of marketable securities . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities:

Repayment of debt obligations and financing liabilities
. . . . . . . . . . . . . . . .
Proceeds from debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of borrowings under unsecured revolving credit facility . . . . . . . . . .
Proceeds from borrowings under unsecured credit facility . . . . . . . . . . . . . . .
Proceeds from unsecured term loan and notes . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . .
Redemption of preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to common stockholders
Distributions to non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common shares in conjunction with equity award plans . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in cash and cash equivalents
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,
2014

2013

2015

197,536

132,851

(118,883)

417,935
(18,065)
8,302
(47,757)
1,005

(11,744)
23,331
358
(5,306)

10,027
1,829
(40,460)
(43)
(2,923)
534,025

(189,934)
(52,208)
54,236
—
—
1,675
(24,278)
21,441
(189,068)

442,236
(20,413)
8,691
(45,536)
—

(17,369)
9,452
(325)
(245)

16,920
(5,347)
(29,413)
409
(12,701)
479,210

(214,678)
—
6,835
454
—
4,483
(23,123)
25,197
(200,832)

450,279
(20,973)
10,831
(51,379)
46,653

(5,615)
36,395
(1,165)
16,498

5,562
(17,055)
(22,826)
2,901
767
331,990

(150,461)
(6,377)
58,994
593
(25)
8,108
(12,737)
15,538
(86,367)

(1,122,118)
—
(1,118,475)
1,015,000
1,188,146
(3,159)
—
—
(268,281)
(26,314)
(823)
(336,024)
8,933
60,595
69,528

$

(1,086,241)
—
(720,047)
1,119,343
600,000
(2,995)
—
—
(173,147)
(68,611)
—
(331,698)
(53,320)
113,915
60,595

$

(2,702,931)
57,000
(914,108)
2,534,286
—
(27,529)
893,860
(1,250)
(47,442)
(26,692)
—
(234,806)
10,817
103,098
113,915

$

Supplemental disclosure of cash flow information:

Cash paid for interest, net of amount capitalized of $2,749, $4,047 and $4,968 . . .
State and local taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

244,067
2,278

$

282,639
1,889

$

342,950
2,013

Supplemental non-cash investing and/or financing activities:

Net carrying value of properties distributed to non-controlling owners . . . . . . . .
Assumed mortgage debt through acquisition . . . . . . . . . . . . . . . . . . . . . .
Fair value of Operating Partnership units issued for acquisition of real estate

assets

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
7,000

—

178,969
—

—
—

—

317,556

The accompanying notes are an integral part of these consolidated financial statements.
F-14

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)

December 31,
2015

December 31,
2014

Assets

Real estate

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,011,947

$ 2,000,415

Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,920,903

10,932,850

Accumulated depreciation and amortization . . . . . . . . . . . . . . . .

(1,880,685)

Real estate, net

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,052,165

Investments in and advances to unconsolidated joint ventures . . . . . .

Cash and cash equivalents

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowance for doubtful accounts of $16,587

and $14,070 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges and prepaid expenses, net . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets

5,019

69,506

41,462

22,791

180,486
109,149
17,197

8,801,834

10,802,249

(1,549,234)

9,253,015

5,072

60,450

53,164

20,113

182,424
94,269
13,059

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,497,775

$ 9,681,566

Liabilities

Debt obligations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and other liabilities . . . . . . . . . .

$ 5,974,266
603,439

$ 6,022,508
679,102

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,577,705

6,701,610

Commitments and contingencies (Notes 13) . . . . . . . . . . . . . . . . . . . .
Capital

Partnership common units: 304,366,215 and 304,246,750 units

issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .

Accumulated other comprehensive loss

Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

2,922,565
(2,495)

2,920,070

2,984,381
(4,425)

2,979,956

Total liabilities and capital

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,497,775

$ 9,681,566

The accompanying notes are an integral part of these consolidated financial statements.
F-15

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

Revenues

Rental income
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expense reimbursements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses

Operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for doubtful accounts
Impairment of real estate assets
. . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and interest
Interest expense
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of real estate assets and acquisition of joint venture interest . .
Gain (loss) on extinguishment of debt, net . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
Income (loss) before equity in income of unconsolidated joint ventures
Equity in income of unconsolidated joint ventures
. . . . . . . . . . . . . . . . .
Gain on disposition of investments in unconsolidated joint ventures . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations

Income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties . . . . . . . . . . . . . . . . . . . .
Impairment of real estate held for sale . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss)
Net income attributable to non-controlling interests . . . . . . . . . . . . . . .
Net income (loss) attributable to Brixmor Operating Partnership LP . . . . . .

Net income (loss) attributable to:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Series A interest
Partnership common units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Brixmor Operating Partnership LP . . . . . .

Per common unit:
Income (loss) from continuing operations:

Year Ended December 31,
2014

2013

2015

$ 984,548
276,032
5,400
1,265,980

$ 960,715
268,035
7,849
1,236,599

$ 887,466
242,803
16,135
1,146,404

129,477
180,911
417,935
9,540
1,005
98,454
837,322

315
(245,012)
11,744
1,720
(348)
(231,581)
197,077
459
—
197,536

129,148
179,504
441,630
11,537
—
80,175
841,994

602
(262,812)
378
(13,761)
(8,431)
(284,024)
110,581
370
1,820
112,771

—
—
—
—
197,536
—
$ 197,536

4,909
15,171
—
20,080
132,851
(1,181)
$ 131,670

$

— $

197,536
$ 197,536

21,014
110,656
$ 131,670

116,522
168,468
438,547
10,899
1,531
121,078
857,045

825
(343,193)
2,223
(20,028)
(11,005)
(371,178)
(81,819)
1,167
—
(80,652)

3,505
3,392
(45,122)
(38,225)
(118,877)
(1,355)
$ (120,232)

$

3,451
(123,683)
$ (120,232)

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) attributable to partnership common units:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

$

0.65

0.65

0.65

0.65

$

$

$

$

0.36

0.36

0.36

0.36

$

$

$

$

(0.33)

(0.33)

(0.50)

(0.50)

Weighted average number of partnership common units:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

303,992

305,017

302,540

303,738

250,109

250,109

The accompanying notes are an integral part of these consolidated financial statements.
F-16

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)

Year Ended December 31,

2015

2014

2013

Net income (loss)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$197,536

$132,851

$(118,877)

Other comprehensive income (loss)

Unrealized gain (loss) on interest rate hedges

. . . . . . . . . . . . . . . .

Unrealized gain (loss) on marketable securities . . . . . . . . . . . . . . .

1,986

(56)

2,372

—

(6,795)

34

Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

199,466

135,223

(125,638)

Comprehensive income attributable to non-controlling interests . . . . .

—

(1,181)

(1,355)

Comprehensive income (loss) attributable to Brixmor Operating

Partnership LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$199,466

$134,042

$(126,993)

Comprehensive income (loss) attributable to:

Series A interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

— $ 21,014

$

3,451

Partnership common units . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

199,466

113,028

(130,444)

Comprehensive loss attributable to Brixmor Operating

Partnership LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$199,466

$134,042

$(126,993)

The accompanying notes are an integral part of these consolidated financial statements.
F-17

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL
(in thousands)

Partnership

Common Units Series A Interest

Beginning balance, January 1, 2013 . . . . . .

$2,269,203

$

Contributions from partners

. . . . . . . . . .

Distributions to partners . . . . . . . . . . . . .

893,860

(59,359)

Issuance of Series A interest . . . . . . . . . . .

(186,935)

Equity based compensation expense . . . . . .

36,395

Issuance of OP units for acquired

properties

. . . . . . . . . . . . . . . . . . . .

317,556

Other comprehensive loss . . . . . . . . . . . .

—

Declared but unpaid dividends and

distributions . . . . . . . . . . . . . . . . . . .

(38,639)

—

—

(10,000)

186,935

—

—

—

—

Net income (loss)

. . . . . . . . . . . . . . . . .

(123,683)

3,451

Accumulated
Other
Comprehensive
Income (Loss)

Non-controlling
Interests

Total

$

(36)

$ 1,370

$2,270,537

—

—

—

—

—

(6,761)

—

—

—

—

—

—

—

—

—

67

893,860

(69,359)

—

36,395

317,556

(6,761)

(38,639)

(120,165)

Ending balance, December 31, 2013 . . . . . .

$3,108,398

$ 180,386

$(6,797)

$ 1,437

$3,283,424

Distributions to partners . . . . . . . . . . . . .

(250,784)

Redemption of Series A interest

. . . . . . . .

Equity based compensation expense . . . . . .

Acquisition of non-controlling interests . . .

Other comprehensive income . . . . . . . . . .

6,222

9,452

437

—

—

(201,400)

—

—

—

Net income . . . . . . . . . . . . . . . . . . . . .

110,656

21,014

Ending balance, December 31, 2014 . . . . . .

$2,984,381

$

Distributions to partners . . . . . . . . . . . . .

(281,785)

Equity based compensation expense . . . . . .

23,331

Other comprehensive income . . . . . . . . . .

Issuance of OP Units . . . . . . . . . . . . . . .

—

22

Share-based awards retained for taxes . . . . .

(920)

Net income . . . . . . . . . . . . . . . . . . . . .

197,536

Ending balance, December 31, 2015 . . . . . .

$2,922,565

$

—

—

—

—

—

—

—

—

—

—

—

—

2,372

—

—

—

—

(1,437)

—

—

(250,784)

(195,178)

9,452

(1,000)

2,372

131,670

$(4,425)

$ — $2,979,956

—

—

1,930

—

—

—

—

—

—

—

—

—

(281,785)

23,331

1,930

22

(920)

197,536

$(2,495)

$ — $2,920,070

The accompanying notes are an integral part of these consolidated financial statements.
F-18

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Operating activities:
Net income (loss)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt premium and discount amortization . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing cost amortization . . . . . . . . . . . . . . . . . . . . . . . . . .
Above- and below-market lease intangible amortization . . . . . . . . . . . . . . . .
Impairment of real estate assets
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties, disposition of investments in
unconsolidated joint ventures and acquisition of joint venture interest

. . . . . .
Equity based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on extinguishment of debt, net

Changes in operating assets and liabilities:

Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges and prepaid expenses
. . . . . . . . . . . . . . . . . . . . . . . . .
Other assets
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities:

Improvements to and investments in real estate assets
. . . . . . . . . . . . . . . . .
Acquisitions of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sales of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . .
Contributions to unconsolidated joint ventures . . . . . . . . . . . . . . . . . . . . .
Change in restricted cash attributable to investing activities . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of marketable securities
Proceeds from sale of marketable securities . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities:

Repayment of debt obligations and financing liabilities
. . . . . . . . . . . . . . . .
Proceeds from debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of borrowings under unsecured revolving credit facility . . . . . . . . . .
Proceeds from borrowings under unsecured credit facility . . . . . . . . . . . . . . .
Proceeds from unsecured term loan and notes . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs
Partners contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Partners distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . . .

Supplemental disclosure of cash flow information:

Year Ended December 31,
2014

2013

2015

$

197,536

$

132,851

$ (118,877)

417,935
(18,065)
8,302
(47,757)
1,005

(11,744)
23,331
358
(5,306)

10,027
1,829
(40,460)
(43)
(2,923)
534,025

(189,934)
(52,208)
54,236
—
—
1,675
(24,275)
21,441
(189,065)

442,236
(20,413)
8,691
(45,536)
—

(17,369)
9,452
(325)
(245)

16,920
(5,347)
(29,413)
411
(12,696)
479,217

(214,678)
—
6,835
454
—
4,493
(23,123)
25,197
(200,822)

450,279
(20,973)
10,831
(51,379)
46,653

(5,615)
36,395
(1,165)
16,498

5,562
(17,055)
(22,826)
2,901
759
331,988

(150,461)
(6,377)
58,994
593
(25)
8,114
(12,737)
15,538
(86,361)

(1,122,118)
—
(1,118,475)
1,015,000
1,188,146
(3,159)
—
(275,428)
(19,870)
(335,904)
9,056
60,450
69,506

$

(1,086,241)
—
(720,047)
1,119,343
600,000
(2,995)
—
(226,545)
(14,466)
(330,951)
(52,556)
113,006
60,450

$

(2,702,931)
57,000
(914,108)
2,534,286
—
(27,529)
893,860
(69,359)
(1,321)
(230,102)
15,525
97,481
113,006

$

Cash paid for interest, net of amount capitalized of $2,749, $4,047 and $4,968 . . .
State and local taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

244,067
2,278

$

282,639
1,889

$

342,950
2,013

Supplemental non-cash investing and/or financing activities:

Net carrying value of properties distributed to non-controlling owners . . . . . . . .
Assumed mortgage debt through acquisition . . . . . . . . . . . . . . . . . . . . . .
Fair value of Operating Partnership units issued for acquisition of real estate

assets

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
7,000

—

178,969
—

—
—

—

317,556

The accompanying notes are an integral part of these consolidated financial statements.
F-19

BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, unless otherwise stated)

1. Nature of Business and Financial Statement Presentation

Description of Business

Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an

internally-managed REIT. Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating
Partnership”) is the entity through which the Parent Company conducts substantially all of its operations
and owns substantially all of its assets. The Parent Company owns 100% of the common stock of BPG
Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General
Partner”), the sole general partner of the Operating Partnership. The Parent Company engages in the
ownership, management, leasing, acquisition and anchor space repositioning / redevelopment of retail
shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other
than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership
and their controlled subsidiaries on a consolidated basis (collectively the “Company” or “Brixmor”) owns
and operates the largest wholly-owned portfolio of grocery-anchored community and neighborhood
shopping centers in the United States. Our portfolio is comprised of 518 shopping centers totaling
approximately 87 million square feet of gross leasable area (the “Portfolio”). 517 of these shopping centers
are 100% owned. Our high quality national Portfolio is well diversified by geography, tenancy and retail
format.

As of December 31, 2015, the Parent Company beneficially owned, through its direct and indirect

interest in BPG Sub and the General Partner, 98.3% of the outstanding partnership common units of
interest in the Operating Partnership (“OP Units”). Certain investments funds affiliated with The
Blackstone Group L.P. (together with such affiliated funds, “Blackstone”) and certain members of the
Parent Company’s current and former management collectively owned the remaining 1.7% of the
outstanding OP Units. Holders of OP Units (other than BPG Sub and the General Partner) may redeem
their OP Units for cash based upon the market value of an equivalent number of shares of the Parent
Company’s common stock or, at the Parent Company’s election, exchange their OP Units for shares of the
Parent Company’s common stock on a one-for-one basis subject to customary conversion rate adjustments
for splits, unit distributions and reclassifications. The number of OP Units in the Operating Partnership
beneficially owned by the Parent Company is equivalent to the number of outstanding shares of the Parent
Company’s common stock, and the entitlement of all OP Units to quarterly distributions and payments in
liquidation is substantially the same as those of the Parent Company’s common stockholders.

The Company does not distinguish its principal business or group its operations on a geographical
basis for purposes of measuring performance. Accordingly, the Company continues to believe it has a single
reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles
(“GAAP”).

Basis of Presentation

The financial information included herein reflects the consolidated financial position of the Company

as of December 31, 2015 and 2014 and the consolidated results of its operations and cash flows for the
years ended December 31, 2015, 2014 and 2013. Certain prior period balances in the accompanying
Consolidated Balance Sheets have been reclassified to conform to the current period presentation for the
adoption of Accounting Standards Update (“ASU”) 2015-03,“Interest — Imputation of Interest (Topic
835): Simplifying the Presentation of Debt Issuance Costs.”

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

F-20

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”), (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 over
which the Company has the ability to exercise significant influence, 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.

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
impairments of real estate, recovery of receivables and depreciable lives. These estimates are based on
historical experience and other assumptions which 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 experience develops or new information becomes known. Actual results
could differ from these estimates.

Subsequent Events

In preparing the Consolidated Financial Statements, the Company has evaluated events and
transactions occurring after December 31, 2015 for recognition or disclosure purposes. Based on this
evaluation, except as noted below, there were no subsequent events from December 31, 2015 through the
date the financial statements were issued.

On February 8, 2016, the Company filed a Current Report on Form 8-K (the “February 8-K”)
reporting the completion of a review by the Audit Committee of the Board of Directors of Brixmor
Property Group Inc. (the “Audit Committee”). The Audit Committee’s review began after the Company
received information in late December 2015 through its established compliance processes (the “Audit
Committee review”). 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, an industry non-GAAP financial measure.

As reported in the February 8-K, following the Audit Committee review, the Company’s Chief
Executive Officer, President and Chief Financial Officer, and Treasurer and Chief Accounting Officer
resigned from all positions with the Company and its subsidiaries. In addition, an accounting employee also
resigned. Following these resignations, the Board of Directors appointed Daniel B. Hurwitz as interim
Chief Executive Officer, Barry Lefkowitz as interim Chief Financial Officer and Michael Cathers as interim
Chief Accounting Officer. Mr. Hurwitz also replaced the Company’s former chief executive officer as a
member of the Company’s Board of Directors.

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.

F-21

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.

Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed

insurable amounts. The Company believes it mitigates this risk by investing in or through major financial
institutions and primarily in funds that are insured by the United States federal government.

Restricted Cash

Restricted cash represents cash deposited in escrow accounts, which 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. All restricted cash is invested
in money market accounts.

Real Estate

Real estate assets are recorded in the 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),
identifiable intangible assets and liabilities (consisting of above and below-market leases, in-place leases and
tenant relationships), and assumed debt based on an evaluation of available information. Based on these
estimates, the estimated fair value is allocated to the acquired assets and assumed liabilities.

The fair values of tangible assets are 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. If information regarding the fair value of the assets acquired and liabilities assumed is
received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a
prospective basis. The Company expenses transaction costs associated with business combinations in the
period incurred.

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
an interest rate reflecting the risks associated with 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 remaining non-cancelable term of the lease. The capitalized above-market or
below-market intangible is amortized as a reduction of, or increase to, rental income over the remaining
non-cancelable term of each lease, which includes renewal periods with fixed rental terms that are
considered to be below-market.

In determining the value of in-place leases and tenant relationships, management evaluates the specific

characteristics of each lease and the Company’s overall relationship with each tenant. Factors considered
include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk
associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property
during a hypothetical expected lease-up period, current market conditions and costs to execute similar
leases. Management also considers information obtained about a property in connection with its
pre-acquisition due diligence. Estimated carrying costs include: real estate taxes, insurance, other property
operating costs and estimates of lost rentals at market rates during the hypothetical lease-up periods. Costs
to execute similar leases include: 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 value
assigned to in-place leases is amortized to expense over the remaining term of each lease. The value
assigned to tenant relationships is amortized over the initial terms of the leases.

F-22

Certain real estate assets are depreciated using the straight-line method over the estimated useful lives

of the assets. The estimated useful lives are as follows:

Building and building and land improvements. . . . . . .

20 – 40 years

Furniture, fixtures, and equipment. . . . . . . . . . . . . . .

5 – 10 years

Tenant improvements . . . . . . . . . . . . . . . . . . . . . . . . The shorter of the term of the related

lease or useful life

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

When a real estate asset is identified by management as held-for-sale, the Company discontinues
depreciating the asset and estimates its sales price, net of estimated selling costs. If, in management’s
opinion, the estimated net sales price of an asset is less than its net carrying value, an adjustment is recorded
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 assesses whether there are indicators that the 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

current and projected operating cash flows (undiscounted and unleveraged), taking into account the
anticipated and probability weighted holding period, are less than a real estate asset’s carrying value.
Various factors are considered in the estimation process, including expected future operating income, trends
and prospects and the effects of demand, competition, and other economic factors. If management
determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of
its carrying amount over its fair value.

In situations in which a lease or leases associated with a significant tenant have been, or are expected to

be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets
in the asset group related 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 consideration of the
facts and circumstances surrounding the termination, the Company may write-off or accelerate the
depreciation and amortization associated with the asset group. Such write-offs are included within
Depreciation and amortization in the Consolidated Statements of Operations.

Real Estate Under Redevelopment

Real estate assets that are under redevelopment are carried at cost and are not depreciated. Amounts
essential to the development of the property, such as development costs, construction costs, interest costs,
real estate taxes, salaries and related costs of personnel directly involved and other costs incurred during the
period of redevelopment are capitalized. The Company ceases cost capitalization when the property is
available for occupancy or upon substantial completion of building and tenant improvements, but no later
than one year from the completion of major construction activity.

Investments in and Advances to Unconsolidated Joint Ventures

The Company accounts for its investments in unconsolidated joint ventures using the equity method of

accounting as the Company exercises significant influence over, but does not control these entities. These
investments are initially recorded at cost and are subsequently adjusted for cash contributions and
distributions. Earnings for each investment are recognized in accordance with the terms of the applicable
agreement and where applicable, are based upon an allocation of the unconsolidated real estate joint
ventures’ net assets at book value as if it was hypothetically liquidated at the end of each reporting period.
Intercompany fees and gains on transactions with an unconsolidated joint venture are eliminated to the
extent of the Company’s ownership interest.

To recognize the character of distributions from an unconsolidated joint venture, the Company reviews

the nature of cash distributions received for purposes of determining whether such distributions should be

F-23

classified as either a return on investment, which would be included in operating activities, or a return of
investment, which would be included in Investing activities on the Consolidated Statements of Cash Flows.

On a periodic basis, management assesses whether there are indicators, including the operating
performance of the underlying real estate and general market conditions, that the value of the Company’s
investments in unconsolidated joint ventures may be impaired. An investment’s value is impaired only if
management’s estimate of the fair value of the Company’s investment is less than its carrying value and
such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is
measured as the excess of the carrying amount of the investment over its estimated fair value.

Management’s estimates of fair value are based upon a discounted cash flow model for each specific

investment that includes all estimated cash inflows and outflows over a specified holding period and, where
applicable, any estimated debt premiums. Capitalization rates, discount rates and credit spreads used in
these models are based upon rates that the Company believes to be within a reasonable range of current
market rates.

Deferred Leasing and Financing Costs

Costs incurred in obtaining tenant leases (including internal leasing costs) and long-term financing are

amortized using the straight-line method over the term of the related lease or debt agreement, which
approximates the effective interest method. Costs incurred related to obtaining tenant leases which are
capitalized include salaries, lease incentives and the related costs of personnel directly involved in successful
leasing efforts. Costs incurred in obtaining long-term financing which are capitalized include bank fees,
legal and title costs and transfer taxes. The amortization of deferred leasing and financing costs is included
in Depreciation and amortization and Interest expense, respectively, in the Consolidated Statements of
Operations and within Operating activities on the Consolidated Statements of Cash Flows.

Marketable Securities

The Company classifies its marketable securities, which include both 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 loss. Gains or losses on securities sold are
based on the weighted average method. The fair value of marketable securities are based primarily on
publicly traded market values in active markets and are classified accordingly on the fair value hierarchy.

On a periodic basis, management assesses whether there are indicators that the value of the Company’s

marketable securities may be impaired. A marketable security is impaired if the fair value of the security is
less than its carrying value and the difference is determined to be other-than-temporary. To the extent
impairment has occurred, the loss is measured as the excess of the carrying value of the security over its
estimated fair value.

At December 31, 2015 and 2014, the fair value of the Company’s marketable securities portfolio
approximated its cost basis. As a result, gross unrealized gains and gross unrealized losses were immaterial
to the Company’s Consolidated Financial Statements.

Derivative Financial Instruments

Derivatives, including certain derivatives embedded in other contracts, are measured at fair value and

are recognized in the 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 a derivative in a hedging relationship and apply hedge accounting and whether the hedging
relationship has satisfied the necessary criteria.

Revenue Recognition and Receivables

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 Consolidated Statements of Operations and contractual
payment terms is recorded as deferred rent and presented on the accompanying Consolidated Balance
Sheets within Receivables.

F-24

The Company commences recognizing 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 controls the physical
use of the leased asset. Generally, this occurs on the lease commencement date.

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. Leases also
typically provide for reimbursement of common area maintenance, property taxes and other operating
expenses by the lessee which are recognized in the period the applicable expenditures are incurred.

The determination of who is the owner, for accounting purposes, of tenant improvements (where
provided) determines the nature of the leased asset and when revenue recognition under a lease begins. If
the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the
finished space and revenue recognition begins when the lessee takes possession of the finished space,
typically when the improvements are substantially complete. If the Company concludes it is not the owner,
for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the
unimproved space and any tenant improvement allowances funded under a lease are accounted for as lease
incentives which are amortized as a reduction of revenue recognized over the term of the lease. In these
circumstances, the Company commences revenue recognition when the lessee takes possession of the
unimproved space for the lessee to construct their own improvements. In making this assessment, the
Company considers a number of factors, each of which individually is not determinative.

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 base rents,

straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The
Company analyzes its receivables and historical bad debt levels, tenant credit-worthiness and current
economic trends when evaluating the adequacy 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.

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 in 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

(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 adjusted
REIT taxable income 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 federal income tax, provided that
distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the
Code. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal
taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to
qualify as a REIT for four subsequent taxable years.

The Parent Company does not have any taxable REIT subsidiaries, but may in the future elect to treat

newly formed subsidiaries, as taxable REIT subsidiaries, which are subject to income tax. Taxable REIT
subsidiaries may participate in non-real estate-related activities and/or perform non-customary services for
tenants and are subject to United States federal and state income tax at regular corporate tax rates.

F-25

The Operating Partnership is organized as a limited partnership and is generally not subject to federal

income tax. Accordingly, no provision for federal income taxes has been reflected in the accompanying
Consolidated Financial Statements. The Operating Partnership, however, may be subject to certain state
and local income taxes or franchise taxes.

The Company has analyzed the tax position taken on income tax returns for the open 2012 through
2015 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, 2015 and 2014.

New Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting

Standards Update (“ASU”) 2015-16: “Simplifying the Accounting for Measurement-Period Adjustments”.
ASU 2015-16 eliminates the requirement to restate prior period financial statements for measurement
period adjustments. The new guidance requires that the cumulative impact of a measurement period
adjustment (including the impact on prior periods) be recognized in the reporting period in which the
adjustment is identified. ASU 2015-16 is effective for interim and annual periods beginning after
December 15, 2015. Early adoption is permitted. The Company elected to early adopt ASU 2015-16
beginning in its fourth quarter ended December 31, 2015. The adoption of ASU 2015-16 did not have a
material impact on the Consolidated Financial Statements of the Company.

In April 2015, the FASB issued ASU 2015-03, “Interest — Imputation of Interest (Topic 835):

Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs
related to a recognized debt liability be presented in the balance sheet as a direct deduction from the
carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement
guidance for debt issuance costs are not affected by the amendments in this update. ASU 2015-03 is
effective for annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The
Company elected to early adopt ASU 2015-03 beginning with the period ended June 30, 2015 (see Note 6).
In August 2015, the FASB issued ASU 2015-15: “Presentation and Subsequent Measurement of Debt
Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 provides guidance regarding
the presentation and subsequent measurement of debt issuance costs related to line-of-credit arrangements.
Given the absence of authoritative guidance on this matter, the SEC staff would not object to an entity
deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt
issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any
outstanding borrowings on that line-of-credit arrangement. The adoption of ASU 2015-03 and ASU
2015-15 did not have a material impact on the Consolidated Financial Statements of the Company.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the
Consolidation Analysis.” ASU 2015-02 focuses to minimize situations under previously existing guidance in
which a reporting entity was required to consolidate another legal entity in which that reporting entity did
not have: (1) the ability through contractual rights to act primarily on its own behalf; (2) ownership of the
majority of the legal entity’s voting rights; or (3) the exposure to a majority of the legal entity’s economic
benefits. ASU 2015-02 affects reporting entities that are required to evaluate whether they should
consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation
model. ASU 2015-02 will be effective for periods beginning after December 15, 2015. Early adoption is
permitted, including adoption in an interim period. The Company does not expect the adoption of ASU
2015-02 to have a material impact on the Consolidated Financial Statements of the Company.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU

No. 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 No. 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
nonfinancial 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. For public entities, ASU No. 2014-09, as amended by ASU No. 2015-14, is effective for
annual reporting periods beginning after December 15, 2017, including interim periods within that

F-26

reporting period. Early application is permitted for reporting periods beginning after December 15, 2016.
The Company is currently in the process of evaluating the impact the adoption of ASU No. 2014-09 will
have on the Consolidated Financial Statements of the Company.

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 effect
on the Consolidated Financial Statements of the Company.

2. Acquisition of Real Estate

During the year ended December 31, 2015, the Company acquired the following properties, in separate

transactions (dollars in thousands):

Property Name
Retail Building at Bardin

Location

Month
Acquired

Cash

Debt
Assumed

Total

GLA

Purchase Price

Place Center . . . . . . . . . . Arlington, TX
Larchmont Centre . . . . . . . Mt. Laurel, NJ
Webster Square Shopping

Jun-15
Jun-15

$ 9,258
11,000

$ — $ 9,258
18,000
7,000

96,127
103,787

Center . . . . . . . . . . . . . . Marshfield, MA

Jun-15

31,950
$52,208

—
$7,000

31,950
$59,208

182,756
382,670

The purchase price for these acquisitions has been allocated to real estate and related intangible assets

acquired and liabilities assumed, as applicable, in accordance with our accounting policies for business
combinations. The aggregate purchase price of the properties acquired during the year ended December 31,
2015, has been allocated as follows:

Assets

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Above Market Rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In-Place Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges and prepaid expenses, net . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities

Mortgage payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgage Fair Value Adjustment
Debt obligations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and other liabilities

(Below Market Leases)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Assets Acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$13,004
35,606
4,671
2,335
95
4,101
59,812
1,792
$61,604

$ 7,000
440
7,440

1,956
9,396
$52,208

In addition the Company acquired the following outparcels adjacent to existing Company owned
shopping centers in connection with its repositioning activities at those centers: (i) during the year ended
December 31, 2015, seven outparcels for an aggregate purchase price of $17.4 million; (ii) during the year
ended December 31, 2014, six outparcels for an aggregate purchase price of $22.2 million. These amounts
are included in Improvements to and investments in real estate assets on the Company’s Consolidated
Statement of Cash Flows.

The real estate operations acquired were not considered material to the Company, individually or in the

aggregate, and therefore pro forma financial information is not necessary.

F-27

During the years ended December 31, 2015, 2014 and 2013 the Company incurred acquisition related
expenses of $2.3 million, $0.1 million and $0.1 million, respectively. These amounts are included in Other
on the Company’s Consolidated Statements of Operations.

3. Disposals, Discontinued Operations and Assets Held for Sale

During the year ended December 31, 2015, the Company disposed of five shopping centers and three

outparcels for net proceeds of $54.2 million resulting in an aggregate gain of $11.7 million and an aggregate
impairment of $1.0 million. The Company had no properties held for sale as of December 31, 2015.

During the year ended December 31, 2014, the Company transferred its ownership interests in 32
wholly-owned properties to Blackstone. These properties had a carrying value of $176.1 million and a fair
value of $190.5 million, resulting in an aggregate gain of $14.4 million. The Company also transferred one
shopping center to the lender in satisfaction of the property’s mortgage balance resulting in a $6.1 million
gain on extinguishment of debt. In addition, the Company disposed of one shopping center and one
outparcel for net proceeds of $6.8 million resulting in an aggregate gain of $1.2 million. The Company had
no properties held for sale as of December 31, 2014.

During the year ended December 31, 2013, the Company disposed of 18 shopping centers and three

outparcels for net proceeds of $59.0 million resulting in an aggregate gain of $5.6 million and an aggregate
impairment of $46.7 million.

For purposes of measuring provisions for impairments, fair value was determined based on either of

the following: (i) contracts with buyers or purchase offers from potential buyers, adjusted to reflect
associated disposition costs; or (ii) internal analysis. 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 expectations for growth, the Company determined that such fair value
measurements were classified within Level 3 of the fair value hierarchy.

As a result of adopting ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of

Disposals of Components of an Entity,” there were no discontinued operations for the year ended
December 31, 2015 as none of the current year disposals represented a strategic shift in the Company’s
business that would qualify as discontinued operations. The following table provides a summary of revenues
and expenses from properties included in discontinued operations during the years ended December 31,
2014 and 2013:

Discontinued operations:

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . .

Income (loss) from discontinued operating

properties . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties . . . . .
Impairment on real estate held for sale . . . . . . . .
Income (loss) from discontinued operations . . . . .

Year Ended December 31,
2013
2014

$

687
(1,592)
5,814

4,909
15,171
—
$ 20,080

$ 35,732
(27,764)
(4,463)

3,505
3,392
(45,122)
$(38,225)

Discontinued operations includes the results of 52 shopping centers disposed of during the years ended

December 31, 2014 and 2013.

F-28

4. Real Estate

The Company’s components of Real estate, net consisted of the following:

December 31,
2015

December 31,
2014

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,011,947

$ 2,000,415

Buildings and improvements:

Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,359,342

7,332,073

Building and tenant improvements . . . . . . . . . . . . . . . . . . . .
Lease intangibles(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

683,983
877,578

552,351
917,410

Accumulated depreciation and amortization . . . . . . . . . . . . . . .

(1,880,685)

(1,549,234)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,052,165

$ 9,253,015

10,932,850

10,802,249

(1) At December 31, 2015 and 2014, Lease intangibles consisted of intangible assets including:

(i) $796.8 million and $833.3 million, respectively, of in-place lease value, (ii) $80.8 million and $84.1
million, respectively, of above-market leases, and (iii) $606.5 million and $550.4 million, respectively, of
accumulated amortization. These intangible assets are amortized over the term of each related lease.

In addition, at December 31, 2015 and 2014, the Company had intangible liabilities relating to
below-market leases of $505.8 million and $528.7 million, respectively, and accumulated amortization of
$237.2 million and $202.7 million, respectively. These intangible liabilities, which are included in Accounts
payable, accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets, are accreted
over the term of each related lease, including any renewal periods, with fixed rentals that are considered to
be below market.

Net above and below market lease intangible accretion income for the years ended December 31, 2015,

2014 and 2013 was $47.8 million, $45.5 million and $51.4 million, respectively. Amortization expense
associated with tenant relationships and leases in place for the years ended December 31, 2015, 2014 and
2013 was $88.1 million, $120.3 million and $144.7 million, respectively. The estimated net accretion income
and amortization expense associated with the Company’s above and below market leases, tenant
relationships and leases in place for the next five years are as follows:

Year ending December 31,

Above- and
below-market
lease accretion,
net

Tenant
relationships and
leases in place
amortization

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(34,579)
(29,992)
(27,033)
(22,479)
(17,914)

$58,199
41,767
32,430
25,589
19,293

On a continuous basis, management assesses whether there are any indicators, including property

operating performance and general market conditions, that the value of the Company’s assets (including
any related amortizable intangible assets or liabilities) may be impaired. To the extent impairment has
occurred, the carrying value of the asset would be adjusted to an amount to reflect the estimated fair value
of the asset.

5. Financial Instruments — Derivatives and Hedging

The Company’s use of derivative instruments is limited to the utilization of interest rate agreements or

other instruments to manage interest rate risk exposures and not for speculative purposes. In certain
situations, the Company may enter into derivative financial instruments such as interest rate swap and
interest rate cap agreements to manage interest rate risk exposure arising from variable rate debt

F-29

transactions that result in the receipt or payment of future known and uncertain cash amounts, the value of
which are determined by 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.

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 changing the underlying notional amount. During the years ended December 31, 2015 and 2014,
the Company did not enter into any new interest rate swap agreements.

A detail of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of

December 31, 2015 is as follows:

Number of
Instruments

Notional
Amount

Interest Rate Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

$1,500,000

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. A detail of the Company’s fair
value of interest rate derivatives on a gross and net basis as of December 31, 2015 and 2014, respectively, is
as follows:

Interest rate swaps classified as:

Gross derivative assets
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net derivative liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fair Value of Derivative Instruments

December 31,
2015

December 31,
2014

$ —
(2,437)

$(2,437)

$ —
(4,423)

$(4,423)

The gross derivative liabilities are included in accounts payable, accrued expenses and other liabilities
on the Consolidated Balance Sheets. All of the Company’s outstanding interest rate swap agreements for
the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the
Company’s interest rate derivatives is determined using market standard valuation techniques including
discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the
contractual terms of the derivatives, including the period to maturity, and uses observable market-based
inputs, including interest rate curves and implied volatilities. These inputs are classified as Level 2 of the fair
value hierarchy. The effective portion of changes in the fair value of derivatives designated as, and that
qualify as, cash flow hedges is recorded in other comprehensive income (“OCI”) 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 recorded in the accompanying Consolidated
Statement of Operations for the years ended December 31, 2015, 2014 and 2013 is as follows:

Derivatives in Cash Flow Hedging Relationships
(Interest Rate Swaps and Caps)

Year Ended December 31,

2015

2014

2013

Unrealized loss on interest rate hedges . . . . . . . . . . . . . . . . . . .

$(7,612)

$(7,619)

$(6,795)

Amortization of interest rate swaps to interest expense . . . . . . .

$ 9,598

$ 9,991

$ —

The Company estimates that approximately $2.4 million will be reclassified from accumulated other

comprehensive loss as an increase to interest expense over the next twelve months. No gain or loss was
recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the
Company’s cash flow hedges during the years ended December 31, 2015 and 2014.

Non-Designated (Mark-to Market) Hedges of Interest Rate Risk

The Company does not use derivatives for trading or speculative purposes. As of December 31, 2015

and December 31, 2014, the Company did not have any material non-designated hedges.

F-30

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision whereby if the

Company defaults on any of its indebtedness, including default where repayment of the indebtedness has
not been accelerated by the lender, then the Company could also be declared in default on its derivative
obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it
would be required to settle its obligations under the agreements at their termination value including accrued
interest, or approximately $3.2 million.

6. Debt Obligations

As of December 31, 2015 and 2014, the Company had the following indebtedness outstanding:

Carrying Value as of

December 31,
2015

December 31,
2014

Stated
Interest
Rates

Scheduled
Maturity
Date

Mortgage and secured loans(1)

Fixed rate mortgage and secured loans(2) . . . . . .
Net unamortized premium . . . . . . . . . . . . . . .
Net unamortized debt issuance cost(5) . . . . . . . .
. . . . . . . . .

Total mortgage and secured loans, net
Notes payables

Unsecured notes(3)
. . . . . . . . . . . . . . . . . . . .
Net unamortized discount
. . . . . . . . . . . . . . .
Net unamortized debt issuance cost(5) . . . . . . . .
Total notes payable, net . . . . . . . . . . . . . . . . . . .
Unsecured Credit Facility and Term Loan

Unsecured Credit Facility(4)
. . . . . . . . . . . . . .
Unsecured Term Loan . . . . . . . . . . . . . . . . . .
Net unamortized debt issuance cost(5) . . . . . . . .
Total Unsecured Credit Facility and Term Loan . . .
. . . . . . . . . . . . . . . . .
Total debt obligations, net

$2,226,763
40,508
(1,752)
$2,265,519

$3,116,882
66,340
(4,381)
$3,178,841

$1,218,453
(4,676)
(9,923)
$1,203,854

$ 243,453
(3,153)
—
$ 240,300

$1,916,000
600,000
(11,107)
$2,504,893
$5,974,266

$2,019,475
600,000
(16,108)
$2,603,367
$6,022,508

4.40% – 8.00% 2016 – 2024

3.85% – 7.97% 2022 – 2029

1.65%
1.65%

2017 – 2018
2019

(1) The Company’s mortgages and secured loans are collateralized by certain properties and the equity

interests of certain subsidiaries. These properties had a carrying value as of December 31, 2015 of
approximately $3.4 billion.

(2) The weighted average interest rate on the Company’s fixed rate mortgage and secured loans was 5.86%

as of December 31, 2015.

(3) The weighted average interest rate on the Company’s unsecured notes was 3.91% as of December 31,

2015.

(4) The Unsecured Credit Facility (as defined below) consists of a $1.25 billion revolving credit facility

(5)

and a $1.5 billion term loan facility. The Company has in place five forward starting interest rate swap
agreements that convert the floating interest rate on the $1.5 billion term loan facility to a fixed,
combined interest rate of 0.844% plus an interest spread of 140 basis points. In February 2015, the
Unsecured Credit Facility was amended to terminate the guarantees and release and discharge the
Parent Guarantors from their respective obligations under the guarantees.
In April 2015, the FASB issued ASU 2015-03, which requires that debt issuance costs related to a
recognized debt liability be presented in the balance sheet as a direct deduction from the carrying
amount of that debt liability, consistent with debt discounts. Beginning with the period ending June 30,
2015, the Company elected to early adopt ASU 2015-03 and retrospectively applied the guidance to its
debt obligations for all periods presented. These amounts were previously included in Deferred charges
and prepaid expenses, net on the Company’s Consolidated Balance Sheets.

2015 Debt Transactions

In January 2015, the Operating Partnership issued $700.0 million aggregate principal amount of
3.850% Senior Notes due 2025 (the “2025 Notes”), the proceeds of which were used to repay outstanding
borrowings under its $1.25 billion unsecured revolving credit facility that had been used to repay

F-31

indebtedness and financial liabilities over the course of 2014. The 2025 Notes bear interest at a rate of
3.850% per annum, payable semi-annually on February 1 and August 1 of each year. The 2025 Notes will
mature on February 1, 2025. The 2025 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 2025 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 2025 Notes. If the 2025 Notes are redeemed
on or after November 1, 2024 (three months prior to the maturity date), the redemption price will be equal
to 100% of the principal amount of the 2025 Notes being redeemed plus accrued and unpaid interest
thereon to, but not including, the redemption date.

In August 2015, the Operating Partnership issued $500.0 million aggregate principal amount of 3.875%

Senior Notes due 2022 (the “2022 Notes”), the proceeds of which were utilized to repay outstanding
indebtedness, including borrowings under the Company’s $1.25 billion unsecured revolving credit facility
and $125.0 million aggregate principal amount of senior unsecured notes held at an indirect subsidiary of
the Company, Brixmor LLC. The 2022 Notes bear interest at a rate of 3.875% per annum, payable
semi-annually on February 15 and August 15 of each year, commencing February 15, 2016. The 2022 Notes
will mature on August 15, 2022. The 2022 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 2022 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 2022 Notes. If the 2022 Notes are redeemed
on or after June 15, 2022 (two months prior to the maturity date), the redemption price will be equal to
100% of the principal amount of the 2022 Notes being redeemed plus accrued and unpaid interest thereon
to, but not including, the redemption date.

During the year ended December 31, 2015, the Company repaid $868.9 million of mortgages and
secured loans and $225.0 million of unsecured notes, resulting in a $1.7 million net gain on extinguishment
of debt. These repayments were funded primarily from borrowings under the Company’s $2.75 billion
senior unsecured credit facility (the “Unsecured Credit Facility”).

Pursuant to the terms of an unsecured $600.0 million term loan (the “Term Loan”), the Unsecured

Credit Facility, the 2022 Notes and the 2025 Notes, the Company among other things is subject to
maintenance of various financial covenants. The Company is currently in compliance with these covenants.

Debt Maturities

As of December 31, 2015 and 2014, the Company had accrued interest of $31.1 million and $20.4

million outstanding, respectively. As of December 31, 2015, scheduled maturities of the Company’s
outstanding debt obligations were as follows:

Year ending December 31,
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net unamortized premiums on mortgages . . . . . . . . . . . . . . . . . . . .
Net unamortized discount on notes . . . . . . . . . . . . . . . . . . . . . . . . .
Net unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . .
Total debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 877,700
765,659
1,519,476
620,126
766,577
1,411,678
5,961,216
40,508
(4,676)
(22,782)
$5,974,266

The Company’s scheduled debt maturities for the year ended December 31, 2016 represent

non-recourse secured debt mortgages.

F-32

7. 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:

Mortgage and secured loans payable . . .
Notes payable . . . . . . . . . . . . . . . . . .
Unsecured credit facility and

December 31, 2015

December 31, 2014

Carrying
Amounts
$2,265,519
1,203,854

Fair
Value
$2,367,070
1,198,504

Carrying
Amounts
$3,178,841
240,300

Fair
Value
$3,337,250
252,441

term loan . . . . . . . . . . . . . . . . . . .
Total debt obligations . . . . . . . . . . .

2,504,893
$5,974,266

2,516,000
$6,081,574

2,603,367
$6,022,508

2,619,475
$6,209,166

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 discounted cash flows, with assumptions that include credit spreads, loan amounts and debt maturities.
The Company 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.

The Company’s marketable securities and interest rate derivatives are measured at fair value on a
recurring basis. See Note 1 and Note 5 for fair value information on the marketable securities and interest
rate derivatives, respectively.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are

measured at fair value on a recurring basis:

Fair Value Measurements as of December 31, 2015

Quoted Prices in
Active markets for
Identical Assets
(Level 1)

Balance

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Assets:
Marketable securities(1)
Liabilities:
Interest rate derivatives

. . . . . . .

$ 23,001

$1,167

$ 21,834

. . . . . . .

$(2,437)

$ —

$(2,437)

$ —

$ —

F-33

Fair Value Measurements as of December 31, 2014

Quoted Prices in
Active markets for
Identical Assets
(Level 1)

Balance

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Assets:
Marketable securities(1)
Liabilities:
Interest rate derivatives

. . . . . . .

$ 20,315

$2,831

$ 17,484

. . . . . . .

$(4,423)

$ —

$(4,423)

$ —

$ —

(1) As of December 31, 2015 and 2014 marketable securities included less than $0.1 million of net

unrealized losses.

The Company’s impairment charges are measured at fair value on a non-recurring basis. See Note 3 for

fair value information on the impairment charges.

8. Revenue Recognition

Future minimum annual base rents as of December 31, 2015 to be received over the next five years

pursuant to the terms of non-cancelable operating leases are included in the table below.

Amounts included assume that all leases which expire are not renewed and that tenant renewal options

are not exercised; therefore, neither renewal rents nor rents from replacement tenants are included. Future
minimum annual base rents also do not include payments which may be received under certain leases on the
basis of a percentage of reported tenants’ sales volume, common area maintenance charges and real estate
tax reimbursements.

Year ending December 31,

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 879,081
748,936
622,464
498,525
374,544
1,365,316

The Company recognized approximately $3.6 million, $5.8 million and $6.4 million of rental income

from continuing operations based on a percentage of its tenants’ sales for the years ended December 31,
2015, 2014 and 2013, respectively.

As of December 31, 2015 and 2014, the estimated allowance associated with Company’s outstanding
rent receivables, included in Receivables in the Company’s Consolidated Balance Sheets was $13.6 million
and $13.2 million, respectively. In addition, as of December 31, 2015 and 2014, receivables associated with
the effects of recognizing rental income on a straight-line basis were $84.4 million and $66.9 million,
respectively net of the estimated allowance of $3.0 million and $0.9 million, respectively.

9. Equity and Capital

ATM

During the year ended December 31, 2015, the Parent Company entered into an at-the-market equity

offering program (“ATM”) 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 over a three-year period. There were
no shares issued under the ATM for the year ended December 31, 2015. As of December 31, 2015, $400.0
million of common stock remained available for issuance under the ATM.

Preferred Stock

As of December 31, 2015 and 2014, BPG Sub had issued and outstanding 125 shares of Series A

Redeemable Preferred Stock having a liquidation preference of $10,000 per share.

F-34

Common Stock

During 2015 and 2014, the Company repurchased 32,910 shares and 4,201 shares respectively, in
connection with common shares surrendered to the Company to satisfy statutory minimum tax withholding
obligations in connection with the vesting of restricted stock units (“RSUs”) under the Company’s
equity-based compensation plans.

Dividends and Distributions

Because Brixmor Property Group, Inc. is a holding company and has no material assets other than its

ownership of BPG Sub shares and has no material operations other than those conducted by BPG Sub,
dividends will be funded as follows:

•

•

•

first, the Operating Partnership will make distributions to its partners, including BPG Sub, on a
pro rata basis based on their partnership interests in the Operating Partnership;

second, BPG Sub will distribute 100% of the distribution received from the Operating Partnership
to its sole stockholder, Brixmor Property Group Inc.; and

third, Brixmor Property Group Inc. will distribute the amount authorized by the Company’s
board of directors and declared by the Company to its common stockholders on a pro rata basis.

During the years ended December 31, 2015, 2014 and 2013, the Company declared common stock
dividends and OP unit distributions of $0.92 per share, $0.825 per share and $0.127 per share, respectively.
As of December 31, 2015 and December 31, 2014, the Company had declared but unpaid common stock
dividends and OP unit distributions of $76.0 million and $68.8 million, respectively. These amounts are
included in accounts payable, accrued expenses and other liabilities on the Company’s Consolidated
Balance Sheets.

Non-controlling interests

The non-controlling interests presented in these Consolidated Financial Statements relate to portions

of consolidated subsidiaries held by the non-controlling interest holders.

In connection with the Company’s initial public offering (“IPO”), the Company created a separate
series of interest in the Operating Partnership (“Series A”) that allocated to certain funds affiliated with The
Blackstone Group L.P. and Centerbridge Partners, L.P. all of the economic consequences of ownership of
the Operating Partnership’s interest in 47 properties. As of March 28, 2014 all 47 properties had been
disposed and the Series A was terminated.

During the years ended December 31, 2015 and 2014, Blackstone completed multiple secondary
offerings of the Company’s common stock. In connection with these offerings, the Company incurred $0.5
million and $2.8 million of expenses which are included in Other income (expense) on the Consolidated
Statements of Operations for the years ended December 31, 2015 and 2014, respectively. In addition during
2014, the Company engaged Blackstone Advisory Partners L.P., an affiliate of Blackstone, to provide
certain financial consulting services in connection with these offerings in which the Company paid $1.0
million. The underwriters of the offerings reimbursed the Company in full for such fees.

Certain investments funds affiliated with The Blackstone Group L.P. and certain current and former

members of the Company’s management collectively owned 1.70% and 2.54% of the Operating
Partnership’s outstanding vested OP Units as of December 31, 2015 and December 31, 2014, respectively.
During the years ended December 31, 2015 and 2014, 2.5 million OP Units and 6.9 million OP Units,
respectively, were converted to an equal number of the Company’s common shares.

10. Stock Based Compensation

In 2011 and 2013 prior to the IPO, certain employees of the Company were granted long-term
incentive awards which provided them with equity interests as an incentive to remain in the Company’s
service and align executives’ interests with those of the Company’s equity holders. The awards were granted
to such employees by the Partnerships, in the form of Class B Units in each of the Partnerships. The awards
were granted with service and performance conditions. A portion of the Class B Units were subject to

F-35

performance conditions which vested on the date that certain funds affiliated with certain of the Company’s
pre-IPO owners received cash proceeds resulting in a 15% internal rate of return on their investment in the
Company. In connection with the IPO, certain of these awards vested and the vested awards were
exchanged for a combination of vested common shares of the Company and vested shares of BPG Sub.
The remaining unvested Class B Units as of the IPO effective date were exchanged for a combination of
unvested restricted common shares of the Company and unvested restricted common shares of BPG Sub,
(collectively, the “RSAs”). The RSAs are subject to the same vesting terms as those applicable to the
exchanged Class B Units.

In connection with the IPO the Board of Directors approved the 2013 Omnibus Incentive Plan (the
“Plan”). The Plan provides for a maximum of 15.0 million shares of the Company’s common stock to be
issued for qualified and non-qualified options, stock appreciation rights, restricted stock and restricted
stock units, OP Units in the Operating Partnership, performance awards and other stock-based awards.

During the years ended December 31, 2015 and 2014, the Company granted RSUs in the Company 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 tranche
subject to separate performance-based vesting conditions, market-based vesting conditions and
service-based vesting conditions. Each award contains a threshold, target, and maximum number of units in
respect to each tranche. 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 to
time-based vesting conditions. The aggregate number of RSUs and LTIP Units granted, assuming that the
target level of performance is achieved, was 0.7 million and 0.6 million for the years ended December 31,
2015 and 2014, respectively, with service periods ranging from one to five years.

Information with respect to Class B Units and restricted shares for the years ended December 31, 2015,

2014 and 2013 are as follows:

Class B Units

Restricted
Shares

Aggregate
Intrinsic Value

Outstanding, December 31, 2012 . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchanged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding, December 31, 2013 . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding, December 31, 2014 . . . . . . . . . . . . . . .

Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding, December 31, 2015 . . . . . . . . . . . . . . .

96,842
(41,990)
31,474
(16,342)
(69,984)

—
—
—
—

—

—
—
—

—

—
—
10
—
2,072

2,082
(847)
619
(33)

1,821

(1,341)
735
(43)

1,172

$ 43,095
(17,327)
10,990
(7,272)
—

29,486
(12,057)
12,888
(676)

29,641

(19,828)
16,766
(930)

$ 25,649

The Company recognized $23.3 million, $9.5 million and $42.5 million of equity based compensation

expense for the years ended December 31, 2015, 2014 and 2013, respectively. During the year ended
December 31, 2015, as a result of certain of the Company’s pre-IPO owners receiving a 15% internal rate of
return on their investment becoming probable, the Company recognized $9.9 million of equity based
compensation expense as a component of General and administrative expense in the Consolidated
Statements of Operations. As of December 31, 2015, the Company had $14.5 million of total unrecognized
compensation cost related to unvested stock compensation expected to be recognized over a weighted
average period of approximately 2.6 years.

F-36

11. Earnings per Share

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to the
Company’s common stockholders, including participating securities, by the weighted average number of
common shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s
share-based compensation program are considered participating securities, as such shares have rights to
receive non-forfeitable dividends. Unvested restricted shares are not allocated net losses and/or any excess of
dividends declared over net income, as such amounts are allocated entirely to the common stockholders.

The following table provides a reconciliation of the numerator and denominator of the EPS

calculations for the years ended December 31, 2015, 2014 and 2013:

Computation of Basic Earnings Per Share:
. . . . . . . . . . . . . . .
Income (loss) from continuing operations
(Income) loss attributable to non-controlling interests . . . . . . .
Non-forfeitable dividends on unvested restricted shares . . . . . .
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations attributable to

Year Ended December 31,

2015

2014

2013

$197,536
(3,816)
(23)
(150)

$ 112,771
(24,481)
(1,027)
(150)

$(80,658)
18,641
(200)
(162)

common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . .

193,547

87,113

(62,379)

Income (loss) from discontinued operations, net of

non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . .

—

712

(31,517)

Net income (loss) attributable to the Company’s common

stockholders for basic earnings per share . . . . . . . . . . . . . .

$193,547

$ 87,825

$(93,896)

Weighted average number shares outstanding – basic . . . . . . .

298,004

243,390

188,993

Basic Earnings Per Share Attributable to the Company’s

Common Stockholders:

Income (loss) from continuing operations
. . . . . . . . . . . . . . .
Income (loss) from discontinued operations . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss)

$
$
$

0.65
—
0.65

$
$
$

0.36
—
0.36

$
$
$

(0.33)
(0.17)
(0.50)

Computation of Diluted Earnings Per Share:
Income (loss) from continuing operations attributable to

common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allocation to convertible non-controlling interests . . . . . . . . .
Income (loss) from continuing operations attributable to

$193,547
3,816

$ 87,113
—

$(62,379)
—

common stockholders for diluted earnings per share . . . . . .

197,363

87,113

(62,379)

Income (loss) from discontinued operations, net of

nonconvertible non-controlling interests . . . . . . . . . . . . . . .

—

712

(31,517)

Net income (loss) attributable to the Company’s common

stockholders for diluted earnings per share . . . . . . . . . . . . .

$197,363

$ 87,825

$(93,896)

Weighted average common shares outstanding – basic . . . . . . .
Effect of dilutive securities:

Conversion of OP Units . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average common shares outstanding – diluted . . . . .
Diluted Earnings Per Share Attributable to the Company’s

Common Stockholders:

298,004

243,390

188,993

5,988
1,025
305,017

—
1,198
244,588

—
—
188,993

. . . . . . . . . . . . . . .
Income (loss) from continuing operations
Income (loss) from discontinued operations . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss)

$
$
$

0.65
—
0.65

$
$
$

0.36
—
0.36

$
$
$

(0.33)
(0.17)
(0.50)

F-37

12. Earnings per Unit

Basic earnings per unit is calculated by dividing net income (loss) attributable to the Operating

Partnership’s common units, including 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. Unvested restricted
units are not allocated net losses, as such amounts are allocated entirely to the partnership 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, 2015, 2014 and 2013:

Year Ended December 31,

2015

2014

2013

Computation of Basic Earnings Per Unit:

Income (loss) from continuing operations

. . . . . . . . . . . . . . .

$197,536

$112,771

$ (80,652)

Income attributable to non-controlling interests . . . . . . . . . . .

Non-forfeitable dividends on unvested restricted shares . . . . . .

—

(23)

(3,001)

(1,106)

(1,355)

(200)

Income (loss) from continuing operations attributable to

partnership common units . . . . . . . . . . . . . . . . . . . . . . . .

197,513

108,664

(82,207)

Income (loss) from discontinued operations, net of Series A

interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

886

(41,676)

Net income (loss) attributable to the Operating Partnership’s

common units for basic earnings per unit . . . . . . . . . . . . . .

$197,513

$109,550

$(123,883)

Weighted average number common units outstanding – basic . .

303,992

302,540

250,109

Basic Earnings Per Unit Attributable to the Operating

Partnership’s Common Units:

. . . . . . . . . . . . . . .
Income (loss) from continuing operations
Income (loss) from discontinued operations . . . . . . . . . . . . . .

Net Income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

$

0.65
—

0.65

$
$

$

0.36
—

0.36

$
$

$

(0.33)
(0.17)

(0.50)

Computation of Diluted Earnings Per Unit:

Income (loss) from continuing operations attributable to

partnership common units . . . . . . . . . . . . . . . . . . . . . . . .

$197,513

$108,664

$ (82,207)

Income (loss) from discontinued operations, net of Series A

interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

886

(41,676)

Net income (loss) attributable to the Operating Partnership’s

common units for diluted earnings per unit . . . . . . . . . . . . .

$197,513

$109,550

$(123,883)

Weighted average common units outstanding – basic . . . . . . . .

303,992

302,540

250,109

Effect of dilutive securities:

Equity awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,025

1,198

—

Weighted average common units outstanding – diluted . . . . . .

305,017

303,738

250,109

Diluted Earnings Per Unit Attributable to the Operating

Partnership’s Common Units:

Income (loss) from continuing operations

. . . . . . . . . . . . . . .

Income (loss) from discontinued operations . . . . . . . . . . . . . .

Net Income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

$

0.65

—

0.65

$

$

$

0.36

—

0.36

$

$

$

(0.33)

(0.17)

(0.50)

F-38

13. Commitments and Contingencies

Legal Matters

Except as described below, the Company is not presently involved in any material litigation arising

outside the ordinary course of business. However, the Company is involved in routine litigation arising in
the ordinary course of business, none of which the Company believes, individually or in the aggregate,
taking into account existing reserves, will have a material impact on the Company’s results of operations,
cash flows, or financial position.

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 Board of Directors of Brixmor Property Group Inc.
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, President and Chief Executive Officer, Treasurer and Chief Accounting
Officer, 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.

Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported to the
SEC the matters described above. The SEC has commenced an investigation with respect to these matters,
and the Company is cooperating fully.

The Company and its current and former officers and directors may also be subject to private securities

class action complaints. A number of plaintiff firms have publicly announced inquiries into these matters.
In addition, the Company may be subject to shareholder derivative actions, purportedly in the name and for
the benefit of the Company.

Leasing commitments

The Company periodically enters into ground leases for neighborhood and community shopping
centers which it operates and enters into office leases for administrative space. During the years ended
December 31, 2015, 2014 and 2013, the Company recognized rent expense associated with these leases of
$9.4 million, $9.2 million and $9.6 million, respectively. Minimum annual rental commitments associated
with these leases during the next five years and thereafter are as follows:

Year ending December 31,

2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

6,745
6,618
6,201
6,051
5,241
81,709

Total minimum annual rental commitments . . . . . . . . . . . . . . . . . . . . .

$112,565

Insurance captive

In April 2007, the Company formed a wholly owned captive insurance company, ERT CIC, LLC
(“ERT CIC”) which underwrote the first layer of general liability insurance programs for the Company’s
wholly owned, majority owned and joint venture properties. The Company formed ERT CIC as part of its
overall risk management program and to stabilize insurance costs, manage exposure and recoup expenses
through the functions of the captive program. The Company capitalized ERT CIC in accordance with the

F-39

applicable regulatory requirements. ERT CIC established annual premiums based on projections derived
from the past loss experience of the Company’s properties. ERT CIC engaged an independent third party to
perform an actuarial estimate of future projected claims, related deductibles and projected expenses
necessary to fund associated risk management programs. Premiums paid to ERT CIC may be adjusted
based on this estimate and may be reimbursed by tenants pursuant to specific lease terms.

During 2012, the Company replaced ERT-CIC with a newly formed, wholly owned captive insurance

company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance
programs for the Company’s wholly owned, majority owned and joint venture properties. The Company
formed Incap as part of its overall risk management program and to stabilize insurance costs, manage
exposure and recoup expenses through the functions of the captive program. The Company has 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 is performed
to estimate future projected claims, related deductibles and projected expenses necessary to fund associated
risk management programs. Premiums paid to Incap may be adjusted based on this estimate and may be
reimbursed by tenants pursuant to specific lease terms.

Activity in the reserve for losses for the years ended December 31, 2015 and 2014, is summarized as

follows (in thousands):

Balance at the Beginning of the year . . . . . . . . . . . . . . . . . . . . .
Incurred related to:

Current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Paid related to:

Current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in the provision for prior year events . . . . . . . . . . . . . .

Year End December 31,

2015

2014

$ 15,253

$ 14,344

3,541
(2,048)

1,493

(385)
(1,968)

(2,353)
—

5,227
(945)

4,282

(1,214)
(2,159)

(3,373)
—

Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . .

$ 14,393

$ 15,253

Environmental matters

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 arranged for the disposal or treatment of
hazardous or toxic substances. As a result, the Company may be liable for certain costs including removal,
remediation, government fines and injuries to persons and property. The Company does not believe that
any resulting liability from such matters will have a material adverse effect on the financial position, results
of operations or liquidity of the Company.

14.

Income Taxes

The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code

(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 adjusted
REIT taxable income 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 federal income tax, provided that
distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the
Code. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to federal
taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to
qualify as a REIT for four subsequent taxable years.

F-40

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 federal income and excise taxes on its undistributed
taxable income. In addition, taxable income from non-REIT activities managed through TRS is subject to
federal, state and local income taxes.

The Operating Partnership is organized as a limited partnership and is generally not subject to federal

income tax. Accordingly, no provision for federal income taxes has been reflected in the accompanying
Combined Consolidated Financial Statements. The Operating Partnership, however, may be subject to
certain state and local income taxes or franchise taxes.

The Company incurred State and local income taxes or franchise taxes of approximately $(0.6) million,
$3.9 million and $2.9 million for the years ended December 31, 2015, 2014 and 2013. 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. These amounts are included in Other on the Company’s Consolidated
Statements of Operations.

15. Related-Party Transactions

In the ordinary course of conducting its business, the Company enters into customary agreements with

its affiliates and unconsolidated joint ventures in relation to the leasing and management of its and/or its
related parties’ real estate assets.

As of December 31, 2015, there were no material receivables from related parties. As of December 31,

2014, receivables from related parties were $4.2 million, which are included in Receivables, net in the
Consolidated Balance Sheets. As of December 31, 2015 and 2014, there were no material payables to related
parties.

16. Retirement Plan

The Company has a Retirement and 401(k) Savings Plan (the “Savings Plan”) covering officers and

employees of the Company. Participants in the Savings Plan may elect to contribute a portion of their
earnings to the Savings Plan and the Company makes a matching contribution to the Savings Plan to a
maximum of 3% of the employee’s eligible compensation. For the years ended December 31, 2015, 2014
and 2013, the Company’s expense for the Savings Plan was approximately $1.2 million, $1.2 million and
$1.3 million, respectively.

F-41

17. Supplemental Financial Information (unaudited)

The following table summarizes selected Quarterly Financial Data for the Company on a historical

basis for the years ended December 31, 2015 and 2014 and has been derived from the accompanying
consolidated financial statements as reclassified for discontinued operations (in thousands except per share
and per unit data):

Brixmor Property Group Inc.

Year Ended December 31, 2015
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $315,293
Net income attributable to common stockholders . . . . . . . . . $ 30,423

$312,111
$ 54,112

$313,025
$ 53,773

$325,551
$ 55,412

First Quarter Second Quarter Third Quarter Fourth Quarter

Net income attributable to common stockholders per share:

Basic(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.10

0.10

$

$

0.18

0.18

$

$

0.18

0.18

$

$

0.18

0.18

Year Ended December 31, 2014
Total revenues as originally reported . . . . . . . . . . . . . . . . . $307,696
Reclassified to Discontinued operations . . . . . . . . . . . . . . .
(110)
Adjusted Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . $307,586

Net income attributable to common stockholders . . . . . . . . . $ 15,401
Net income attributable to common stockholders per share:

$308,077
(137)
$307,940

$306,592
(124)
$306,468

$314,605
—
$314,605

$ 23,473

$ 27,030

$ 22,948

Basic(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted(1)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.07

0.07

$

$

0.10

0.10

$

$

0.11

0.11

$

$

0.08

0.08

(1) The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted

earnings per share for the year ended December 31, 2015 and 2014 due to rounding.

Brixmor Operating Partnership LP

Year Ended December 31, 2015
Total revenues
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $315,293
Net income attributable to partnership common units . . . . . . . $ 31,136

$312,111
$ 55,167

$313,025
$ 54,819

$325,551
$ 56,414

First Quarter Second Quarter Third Quarter Fourth Quarter

Net income attributable to common unit holders per unit:

Basic(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.10

0.10

$

$

0.18

0.18

$

$

0.18

0.18

$

$

0.19

0.18

Year Ended December 31, 2014
Total revenues as originally reported . . . . . . . . . . . . . . . . . . $307,696
(110)
Reclassified to Discontinued operations
. . . . . . . . . . . . . . . . . . . . . . . . . $307,586
Adjusted Total revenues

. . . . . . . . . . . . . . .

$308,077
(137)
$307,940

$306,592
(124)
$306,468

$314,605
—
$314,605

Net income attributable to partnership common units . . . . . . . $ 20,402

$ 30,973

$ 33,542

$ 25,739

Net income attributable to common unit holders per unit:

Basic(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.07

0.07

$

$

0.10

0.10

$

$

0.11

0.11

$

$

0.08

0.08

(1) The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted

earnings per share for the year ended December 31, 2015 and 2014 due to rounding.

F-42

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

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:

Company

Year ended December 31, 2015 . . . . . . . . . . . . . .

Year ended December 31, 2014 . . . . . . . . . . . . . .

Year ended December 31, 2013 . . . . . . . . . . . . . .

$14,070

$30,290

$27,937

$ 9,540

$10,325

$13,162

$ (7,023)

$16,587

$(26,545)

$14,070

$(10,809)

$30,290

F-43

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The aggregate cost for Federal income tax purposes was approximately $11.7 billion at December 31,

2015.

Year Ending December 31,

2015

2014

2013

[a] Reconciliation of total real estate carrying value is as

follows:

Balance at beginning of period . . . . . . . . . . . . . . . . . . . . .

$10,802,249

$10,837,728

$ 9,894,426

Acquisitions and improvements

. . . . . . . . . . . . . . . . . . . .

252,242

215,934

1,113,069

Real estate held for sale . . . . . . . . . . . . . . . . . . . . . . . . . .

Impairment of real estate . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

—

—

Cost of property sold . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Write-off of assets no longer in service . . . . . . . . . . . . . . . .

(51,264)

(70,377)

(186,427)

(64,986)

(6,364)

(46,653)

(65,976)

(50,774)

Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . .

$10,932,850

$10,802,249

$10,837,728

[b] Reconciliation of accumulated depreciation as follows:

Balance at beginning of period . . . . . . . . . . . . . . . . . . . . .

$ 1,549,234

$ 1,190,170

$

796,296

Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of assets no longer in service . . . . . . . . . . . . . . . .

396,380
(7,034)
(57,895)

429,639
(27,554)
(43,021)

443,880
(10,916)
(39,090)

Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,880,685

$ 1,549,234

$ 1,190,170

F-56

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BOARD OF DIRECTORS

John G. Schreiber
Chairman of the Board of Directors
President, Centaur Capital Partners, Inc.

Michael Berman
Executive Vice President and Chief Financial Officer,
General Growth Properties, Inc.

Anthony W. Deering
Chairman, Exeter Capital, LLC

Thomas W. Dickson
Former Chief Executive Officer, Harris Teeter
Supermarkets, Inc.

Jonathan D. Gray
Global Head of Real Estate, Blackstone

EXECUTIVE LEADERSHIP

Daniel B. Hurwitz
Interim Chief Executive Officer and President
(until May 20, 2016)

James M. Taylor
Chief Executive Officer and President
(effective May 20, 2016)

Michael Cathers
Interim Chief Accounting Officer

Brian Finnegan
Executive Vice President, Leasing

CORPORATE INFORMATION

Counsel
Hogan Lovells US LLP
Washington, DC

Auditors
Deloitte & Touche LLP
New York, NY

Transfer Agent and Registrar
Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
877.373.6374
https://www-us.computershare.com/Investor/

Daniel B. Hurwitz
Founder and Chief Executive Officer, Raider Hill
Advisors, LLC

William D. Rahm
Senior Managing Director, Centerbridge Partners, L.P.

William J. Stein
Senior Managing Director and Global Head of Asset
Management, Blackstone

Gabrielle Sulzberger
General Partner, Rustic Canyon/Fontis Partners, L.P.

Michael Hyun
Executive Vice President, Chief Investment Officer

Barry Lefkowitz
Interim Chief Financial Officer

Michael A. Moss
Executive Vice President, National Accounts

Steven F. Siegel
Executive Vice President, General Counsel & Secretary

Carolyn Carter Singh
Executive Vice President, HR & Administration

Investor Information
Current and prospective Brixmor Property Group Inc.
investors can receive a copy of the Company’s prospectus,
proxy statement, earnings releases and quarterly and annual
reports by contacting:

Investor Relations
Brixmor Property Group Inc.
450 Lexington Avenue
13th Floor
New York, NY 10017
800.468.7526
investorrelations@brixmor.com
Brixmor.com

450 Lexington Avenue, 13th Floor
New York, NY 10017