Brixmor Property Group

2017 ANNUAL REPORT

Dear Fellow Shareholders,

Against a backdrop of public market volatility, predictions of a retail apocalypse, rising interest rates and
tenant bankruptcies, Brixmor’s unique value proposition is as simple as it is powerful… our national
portfolio of older, well located shopping centers benefits from in place rents that are well below market.
That mark to market opportunity drives our self-funded and durable plan to deliver sustainable growth in
cash flow through:

•

•

•

•

Leasing recaptured space to better tenants at better rents,

Reinvesting free cash flow to improve our properties at attractive incremental returns,

Increasing small shop occupancy at repositioned centers, and

Recycling capital
including our common shares.

from assets with limited growth potential

into investments with upside,

Importantly, we are capitalizing on this very same embedded opportunity to drive our purpose… to own
and operate properties that become the centers of the communities they serve, ensuring that they thrive
over the long term. I believe that you measure the quality of an investment in real estate based on the risk
adjusted ability to drive sustainable growth. In that regard, Brixmor stands apart.

I am very pleased to report substantial progress on all facets of our plan during 2017. From a leasing
perspective, we capitalized on the strong tenant demand to be in our shopping centers with a sector
leading new leasing volume of 3.2 million square feet at cash on cash leasing spreads of 34%. We
achieved a record average new rent of $16.00 a foot, which compares very favorably to the average
rent on leases expiring through 2021 of $12.00 a foot.

Our new and renewal leasing production created over $42 million of incremental rent that will continue
to commence over the next year as those tenants take occupancy, and brought over 50 new and relevant
concepts to the portfolio such as Sprouts Farmers Market, Shake Shack, Homesense, Nordstrom Rack
and Lucky’s Market. We also captured increased market share with our leading tenants such as T.J.
Maxx, Publix, L.A. Fitness, Burlington Stores and Ross Stores, while reducing our exposure to troubled
concepts and fulfilling our mission of bringing in better tenants at better rents. Our proactive efforts to
reduce our exposure to troubled concepts also resulted in a reduction in bad debt expense and a
significant improvement in the turn of our receivables.

We also leveraged tenant demand for our space to drive better intrinsic lease terms by:

•

•

Achieving weighted average annual rental increases in new leases of 2.1% versus a portfolio
average closer to 1%,

Keeping new tenant improvement capital stable at approximately $22.00 per foot,

• Maintaining average new lease terms of approximately nine years, and

•

Reducing tenant controlled options that limit our ability to drive growth upon lease expiration.

Our strong leasing productivity also drove a substantial increase in our shopping center reinvestment
program. During the year, we delivered a record $90 million of projects at a weighted average
incremental return of 12%, creating over $60 million of value at those centers before considering any
improvement
those centers. At centers where we
the enhanced profile of
completed redevelopments and anchor space repositionings in prior years, we realized an increase in
small shop occupancy of approximately 600 – 800bps in the two years following completion.
Importantly, those gains were not factored into our initial returns, but serve to drive long term growth and
reflect the leasing momentum we generate by reinvesting in our centers.

in cap rate because of

During 2017, we also grew our leased and in process reinvestment pipeline to $295 million at an
average incremental return of approximately 9%. We are well on our way to our annual investment and
delivery goal of $150 to $200 million, with a shadow pipeline of projects of over $1 billion that we
expect to move into our active pipeline over the next couple of years. That level of annual reinvestment
activity will not only accelerate our goal of making our properties the centers of the communities they
serve, but will also be funded primarily with free cash flow and is expected to deliver incremental
revenue growth of 1.5% to 2.0% for the Company in the future. I encourage you to view our video
highlighting the many ways we are adding value to our centers at www.vimeo.com/brixmor.

In addition to capitalizing on strong tenant demand to drive growth in revenue and reinvestment in our
properties, we also capitalized on private market demand during the year to harvest slower growth
assets at very attractive valuations. We sold 32 assets for gross proceeds of $407 million at an average
cap rate on in-place income at the operating centers of 7.3%. During the year, we recycled $190 million
of those proceeds into strategic acquisitions with embedded upside like Arborland Center in Ann Arbor,
Michigan and Plaza by the Sea in San Clemente, California. However, as we observed the disconnect
between our underlying asset value and our share price widen, we announced a $400 million share
repurchase program in December to enable us to prudently utilize net disposition proceeds to capture
this valuation disconnect and drive our future growth in cash flow per share.

As we continue to execute our balanced plan to drive growth through leasing, reinvestment and capital
recycling, we have also substantially strengthened our balance sheet. We have reduced overall leverage,
extended our weighted average maturity, reduced secured debt and increased overall liquidity. At year
end, we had $1.2 billion of undrawn capacity under our credit facilities and less than $200 million of
debt maturing in 2018. This flexibility and strength, coupled with a business plan that is largely funded
through free cash flow, allows us to continue to be opportunistic in accessing the capital markets to
refinance debt at attractive pricing.

Brixmor’s demonstrated ability to perform through this period of disruption continues today as we
capitalize on our unique value proposition, tapping into the growth opportunities embedded in our
existing centers. That performance has driven our ability to deliver 7% compound annual growth in our
dividend over the last five years, while maintaining an FFO payout ratio of approximately 50%, the
lowest in our sector. We remain, as always, focused on our primary purpose… a consistent, sustainable
and growing stream of cash flows realized from properties that are the centers of the communities they
serve.

I am extremely grateful to our Board for their wisdom and guidance, our team for their industry leading
execution and to our investors for their commitment to our vision.

Sincerely,

James M. Taylor Jr.
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, 2017
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 001-36160 (Brixmor Property Group Inc.)
Commission File Number: 333-201464-01 (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, a smaller reporting company or an

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

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

Large accelerated filer ☑
Smaller reporting company ☐
Emerging growth company ☐

Non-accelerated filer ☐
Accelerated filer ☐

Large accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐

Non-accelerated filer ☑
Accelerated filer ☐

(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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. $5,429,779,394

Brixmor Operating Partnership LP N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of February 1, 2018, Brixmor Property Group Inc. had 304,704,046 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed by Brixmor Property Group Inc. with the Securities and Exchange Commission pursuant to
Regulation 14A relating to the registrant’s Annual Meeting of Stockholders to be held on May 8, 2018 will be incorporated by reference in this Form 10-K in
response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal
year ended December 31, 2017.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the period ended December 31, 2017 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 the Parent Company and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust (“REIT”) that 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, 2017, the
Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General
Partner, 100% of the outstanding partnership common units of interest (the “OP Units”) 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 currently includes OP Units owned by the Parent
Company through BPG Sub and the General Partner and has in the past and may in the future include
OP Units owned by third parties. OP Units owned by third parties, if any, are accounted for in partners’
capital in the Operating Partnership’s financial statements and outside of stockholders’ equity in
non-controlling interests in the Parent Company’s financial statements.

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.

i

The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the

Parent Company does not have material assets other than its indirect investment in the Operating
Partnership. Therefore, while stockholders’ equity, partners’ capital and non-controlling interests may differ
as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are
materially the same on their respective financial statements.

ii

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

15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part IV

Page

1

4

16

16

19

19

20

22

26

43
45

45
45
46

47
47

47
47
47

48
53

iii

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 http://www.sec.gov. These factors include (1) changes in national, regional or local economic
climates; (2) local market conditions, including an oversupply of space in, or a reduction in demand for,
properties similar to those in our Portfolio; (3) changes in market rental rates; (4) changes in the regional
demographics of our properties; (5) competition from other available properties and the attractiveness of
properties in our Portfolio to our tenants; (6) the financial stability of tenants, including the ability of
tenants to pay rent and expense reimbursements; (7) in the case of percentage rents, the sales volume of our
tenants; and (8) litigation and governmental investigations discussed under the heading “Legal Matters” in
Note 14 – Commitments and Contingencies to our consolidated financial statements in this report. 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.

iv

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
believe we own and operate one of the largest open air retail portfolios by gross leasable area (“GLA”) in
the United States, comprised primarily of community and neighborhood shopping centers. As of
December 31, 2017, our portfolio consisted of 486 shopping centers (the “Portfolio”) with approximately
83 million square feet of GLA. In addition, we have one land parcel currently under development. Our high
quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan
Statistical Areas (“MSAs”), and our shopping centers are primarily anchored by non-discretionary and
value-oriented retailers, as well as consumer-oriented service providers. Our three largest tenants by
annualized base rent are The TJX Companies, Inc., The Kroger Co., and Dollar Tree Stores, Inc.

As of December 31, 2017, BPG beneficially owned, through its direct and indirect interest in BPG Sub

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

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

Our Shopping Centers

The following table provides summary information regarding our Portfolio as of December 31, 2017.

Number of shopping centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GLA (square feet) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leased Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Billed Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average annualized base rent (“ABR”) PSF(1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average Total Rent Spread(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average New and Renewal Rent Spread(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average New Rent Spread(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent grocery-anchored shopping centers(3) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent of ABR in top 50 U.S. MSAs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average effective age(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

486
82.8 million
92%
90%
$13.47
12.6%
15.5%

34.1%
69%
65%
24 years

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

improvements.

(2) Based on comparable leases only.

(3) Based on number of shopping centers.

1

(4) Effective age is calculated based on the year of the most recent redevelopment of the shopping center

or based on year built if no redevelopment has occurred.

Business Objectives and Strategies

Our primary objective is to maximize total returns to our stockholders through consistent, sustainable

growth in cash flow. We seek to achieve this objective through proactive management and accretive
reinvestment in our existing Portfolio of high-quality open air shopping centers and through disciplined
capital recycling activity focused on maximizing asset value and achieving critical mass in attractive retail
submarkets. Our key strategies to achieve growth in cash flow include:

•

•

•

Driving internal growth

Pursuing value-enhancing reinvestment opportunities

Prudently executing on acquisition and disposition activity

• Maintaining a flexible capital structure positioned for growth

Driving Internal Growth. Our primary drivers of internal growth include (i) below market rents which

may be reset to market as leases expire, (ii) occupancy growth, and (iii) embedded contractual rent bumps.
These drivers are supported by strong leasing productivity, which also enables us to improve the credit of
our tenancy and the vibrancy and relevance of our Portfolio to retailers and consumers. During 2017, we
executed 618 new leases representing approximately 3.2 million square feet and 1,894 total leases
representing approximately 11.9 million square feet.

We believe that there is a significant rent mark-to-market opportunity across our portfolio, and we
believe that our below market rent profile and resulting low occupancy cost provide us with key competitive
advantages in attracting and retaining tenants. During 2017, we achieved new lease rent spreads of 34.1%
and blended new and renewal rent spreads of 15.5% excluding options or 12.6% including options. Looking
forward, the weighted average expiring ABR PSF of lease expirations through 2020 is $12.29 compared to
an average ABR PSF of $15.44 for new and renewal leases signed during 2017, excluding option exercises.
In addition, 4.3 million square feet of leases for spaces 10,000 square feet or greater expire through 2020,
with no remaining options, at an average expiring ABR PSF of $8.61 compared to an average ABR PSF of
$12.47 for new leases signed for such spaces in 2017.

We believe there is opportunity for occupancy gains in our Portfolio, especially for spaces below 10,000

square feet as such space will benefit from our continued efforts to improve the quality of our anchor
tenancy. For spaces below 10,000 square feet, leased occupancy was 84.5% at December 31, 2017 and our
total leased occupancy was 92.2%, reflecting the impact of retailer bankruptcies experienced during 2017,
as well as an increased pipeline of future reinvestment activity.

Over the past two years, we have heightened our focus on achieving higher contractual rent increases

over the term of our new and renewal leases, providing for enhanced embedded contractual rent growth
across our portfolio. During 2017, our executed new leases reflected an average in-place contractual rent
increase over the lease term of 2.1% as compared to 1.7% in 2015. Additionally, 95% of the executed new
leases during 2017 had embedded contractual rent growth provisions, compared with only 78% of the
executed new leases during 2015.

Pursuing value-enhancing reinvestment opportunities. We believe that significant opportunity exists to

achieve attractive risk-adjusted returns by investing incremental capital in the repositioning and/or
redevelopment of certain assets in our Portfolio. During 2017, we completed 26 repositioning,
redevelopment and outparcel development projects, with an average incremental net operating income
(“NOI”) yield of approximately 12% and an aggregate cost of approximately $89.6 million. As of
December 31, 2017, we had 47 projects in process at an expected average incremental NOI yield of
approximately 9% and an aggregate cost of $294.9 million. In addition, we have identified a pipeline of
future redevelopment projects aggregating approximately $1.0 billion of potential capital reinvestment and
over the next several years we expect to accelerate the pace of reinvestment activity at expected NOI yields
that are generally consistent with those which we have recently realized.

2

Prudently executing on acquisition and disposition activity. We intend to actively pursue acquisition

and disposition activity in order to enhance concentrations in attractive retail submarkets and optimize the
quality and long-term growth rate of our Portfolio. During 2017, we disposed of $330.8 million of
properties, redeploying $190.5 million into acquisitions in markets where we already have a geographic
presence. In general, our disposition strategy focuses on selling assets where we believe value has been
maximized, where there is future downside risk to cash flow, or where we have limited ability or desire to
build critical mass in the submarket, while our acquisition strategy focuses on buying assets with strong
growth potential that are located in our existing markets and may allow us to more effectively leverage our
operational platform and expertise. Acquisition activity may include acquisitions of other open-air
shopping centers, non-owned anchor spaces, and retail buildings and/or outparcels at, or adjacent to, our
shopping centers in addition to acquisitions of our common stock, pursuant to a $400.0 million share
repurchase authorization announced during 2017.

Maintaining a Flexible Capital Structure Positioned for Growth. We believe our current capital
structure provides us with the financial flexibility and capacity to fund our current capital needs as well as
future growth opportunities. We have access to multiple forms of capital, including secured property level
debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently
execute on our strategic and operational objectives. We currently have investment grade credit ratings from
all three major credit rating agencies. As of December 31, 2017, our revolving credit facility was undrawn,
providing $1.25 billion of liquidity. We intend to continue to enhance our financial and operational
flexibility through laddering and extending the duration of our debt, and further expanding our
unencumbered asset base.

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 strategies, the Board of Directors may do so at any
time 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 leasing space 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 include the quality of the location, co-tenants, physical conditions and the cost
of occupancy of our shopping centers. In this regard, we proactively manage and, where and when
appropriate, reinvest in and upgrade our shopping centers, with an emphasis on maintaining high
occupancy rates 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, the local market knowledge derived from our regional operating teams and the close relationships
we have established with certain major national and regional retailers, allow us to maintain a strong
competitive position.

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. For further information
regarding our risks related to environmental exposure see “Environmental conditions that exist at some of
the properties in our Portfolio could result in significant unexpected costs” in Item 1A. “Risk Factors”.

Employees

As of December 31, 2017, we had 464 employees.

Financial Information about Industry Segments

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

centers. We do not distinguish or group our operations on a geographical basis when measuring
performance. Accordingly, 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

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part of our and our subsidiaries’ business is dependent upon a single tenant, the loss of any one of which
would have a material adverse effect on us, and during 2017 no single tenant or single shopping center
accounted for 5% or more of our consolidated revenues.

REIT Qualification

We made a tax election to be 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
incorporation to Maryland on November 4, 2013. The Operating Partnership, a Delaware limited
partnership, was formed on May 23, 2011. Our principal executive offices are located at 450 Lexington
Avenue, New York, New York 10017, and our telephone number is (212) 869-3000.

Our website address is http://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
http://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 Our Portfolio and Our Business

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

Our Portfolio is predominantly comprised of community and neighborhood shopping centers. Our
performance is, therefore, subject to risks associated with owning and operating these types of real estate
assets, including: (1) changes in national, regional and local economic climates; (2) local market conditions,
including an oversupply of space in, or a reduction in demand for, properties similar to those in our
Portfolio; (3) changes in market rental rates as a result of a decrease in the demand for retail space,
including as a result of continuing growth of e-commerce sales; (4) changes in the regional demographics
surrounding our properties; (5) competition from other available properties and e-commerce, and the

4

attractiveness of properties in our Portfolio to our tenants; (6) the financial stability of our tenants and the
overall financial condition of large retailing companies, including their ability to pay rent and expense
reimbursements; (7) in the case of percentage rents, the sales volume of our tenants; (8) the need to
periodically fund costs to repair, renovate and re-lease space; (9) increases in operating costs, including costs
for maintenance, utilities, insurance and real estate taxes, which are relatively inflexible and generally do not
decrease if revenues or occupancy decrease; (10) earthquakes, tornadoes, hurricanes, damage from rising sea
levels due to climate change and other natural disasters, civil unrest, terrorist acts or acts of war, which may
result in uninsured or underinsured losses; and (11) changes in laws and governmental regulations,
including those governing usage, zoning, the environment and taxes. A decline in demand for retail space
generally due to these and other factors could adversely affect our financial condition and operating results.

We face considerable competition in the leasing market and may be unable to renew leases or re-lease space as
leases expire. Consequently, we may be required to make rent or other concessions and/or incur significant
capital expenditures to improve our Portfolio and/or to retain and attract tenants, which could adversely affect
our financial condition and operating results.

We compete with a number of other landlords for tenants. As of December 31, 2017, leases are
scheduled to expire on a total of approximately 8.5% of leased GLA in our Portfolio during 2018. If our
tenants decide not to renew or extend their leases upon expiration, we may not be able to promptly re-lease
the space on favorable terms or with reasonable capital investments. If our tenants decide to renew, rental
rates upon renewal may be lower than current rates. In these situations, our financial condition and
operating results could be adversely impacted.

We face considerable competition for tenants and the business of retail shoppers.

There are numerous shopping venues, including regional malls, outlet malls, other shopping centers and

e-commerce, which compete with our Portfolio in attracting retailers and shoppers. In order to maintain
our attractiveness to retailers and shoppers, we reinvest in our Portfolio in the form of capital
improvements. These investments could adversely impact our liquidity and could adversely impact our
earnings, particularly when capital improvement projects, including redevelopments, result in space being
unavailable to lease for a certain period of time. If we fail to reinvest in our Portfolio, or maintain its
attractiveness to retailers and shoppers, if our reinvestments are not successful, or if retailers or shoppers
perceive that shopping at other venues is more convenient, cost-effective or otherwise more compelling,
which could adversely affect our financial condition and operating results.

We may be unable to collect balances due from tenants that file for bankruptcy protection which could
adversely affect our financial condition and operating results.

We have seen an increase in retailer bankruptcies in recent years, including some current and former

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

Our performance depends on the financial health of tenants in our Portfolio and our continued ability to
collect rent when due. Significant retailer distress across our Portfolio could adversely affect our financial
condition and operating results.

Our income is substantially derived from rental income from real property. As a result, our
performance depends on the collection of rent from tenants in our Portfolio. Our income would be
negatively affected if a significant number of tenants in our Portfolio fail to make rental payments when due
or reject leases through bankruptcy. In addition, many of our tenants rely on external sources of financing
to operate and grow their businesses, and any disruptions in credit markets could adversely affect our
tenants’ ability to obtain debt financing at favorable rates or at all. If our tenants are unable to secure
financing necessary to continue to operate or expand their businesses, they may be unable to meet their rent
obligations or enter into new leases or renew leases with us, or be forced to declare bankruptcy and reject
their leases with us, which could adversely affect our financial condition and operating results.

5

In certain circumstances, a tenant may have a right to terminate its lease. In addition, under certain
lease agreements, lease terminations by an anchor tenant or a failure by an anchor tenant to occupy the
premises could also result in lease terminations or reductions in rent paid by other tenants in such shopping
centers. In these situations, we cannot be certain that we will be able to re-lease space on similar or
economically advantageous terms. The loss of rental revenues from a significant number of tenants and
difficulty replacing such tenants could adversely affect our financial condition and operating results.

Our expenses may remain constant or increase, even if income from our Portfolio decreases, which could
adversely affect our financial condition and operating results.

Costs associated with our business, such as real estate and personal property taxes, insurance, utilities,

mortgage payments, corporate expenses and maintenance, are relatively inflexible and generally do not
decrease in the event that a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or
other circumstances causing our revenues to decrease. If we are unable to lower our operating costs when
our revenues decline, our financial condition and operating results could be adversely affected. In addition,
inflation could result in higher operating costs for us and our tenants and, to the extent we are unable to
pass along those cost increases to our tenants, could adversely affect our financial condition and operating
results.

We intend to continue to sell non-strategic shopping centers. However, real estate property investments are
illiquid, and it may not be possible to dispose of assets in a timely manner or on favorable terms.

Our ability to dispose of properties on advantageous terms depends on factors beyond our control,
including competition from other sellers and the availability of attractive financing for potential buyers, and
we cannot predict the various market conditions affecting real estate investments that will exist at any
particular time in the future. Furthermore, we may be required to expend funds to correct defects or to
make capital improvements before a property can be sold and we cannot assure that we will have funds
available to make such capital improvements; and therefore, we may be unable to sell a property or may not
be able to sell a property on favorable terms. In addition, 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 senior
unsecured credit facility agreement, as amended July 25, 2016, (the “Unsecured Credit Facility”). As a
result, we may be unable to realize our investment objectives through dispositions, which could adversely
affect our financial condition and operating results.

Our real estate assets may be subject to impairment charges.

We periodically 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 undiscounted property cash flows are less than the carrying value of the property. In our
estimate of cash flows, we consider factors such as trends and prospects and the effects of demand and
competition on expected future operating income. If we are evaluating the potential sale of an asset or
redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action as
of the balance sheet date based on current plans, intended holding periods and available market
information. We are required to make subjective assessments as to whether there is impairment in the value
of our real estate assets and other investments. Impairment charges have an immediate direct impact on our
earnings. 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 operating
results in the period in which the charge is recorded.

We face competition in pursuing acquisition opportunities that could limit our ability to grow and/or increase
the cost of such acquisitions, and we may not be able to generate expected returns or successfully integrate
these new properties into our existing operations.

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 integrate,
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 well-capitalized real estate investors, including from other REITs and
institutional investment funds. Even if we are able to acquire a desired property, competition from other

6

potential acquirers may significantly increase the purchase price. We may also abandon acquisition activities
after expending significant resources to pursue such opportunities. Once we acquire new properties, these
properties may not yield expected returns for a number of reasons, including: (1) failure to achieve expected
occupancy and/or rent levels within the projected time frame, if at all; (2) inability to successfully integrate
new properties into existing operations; and (3) exposure to fluctuations in the general economy due to the
significant time lag between signing definitive documentation to acquire and the closing of the acquisition
of a new property. If any of these events occur, the cost of the acquisition may exceed, or the expected
returns may not achieve, initial estimates, which may result in lower returns or losses from such investments.

Current and future redevelopment projects may not yield expected returns.

We are active in the redevelopment of our properties, and these redevelopment activities are subject to
a number of risks, including: (1) abandonment of redevelopment after expending resources to pursue such
opportunities; (2) construction delays; (3) cost overruns, including construction costs that exceed original
estimates; (4) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at
all; (5) changes to zoning or land use laws or the delays or failures to obtain necessary zoning, occupancy,
land use and other governmental permits; and (6) exposure to fluctuations in the general economy due to
the significant time lag between commencement and completion of redevelopment projects. If any of these
events occur, overall project costs may significantly exceed initial cost estimates, which may result in lower
returns or losses from such investments.

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

As of December 31, 2017, we had approximately $5.7 billion aggregate principal amount of

indebtedness outstanding, including $0.9 billion of secured loans, excluding the impact of unamortized
premiums. Our leverage could have important consequences to us. For example, it could (1) require us to
dedicate a substantial portion of our cash flow to principal and interest payments on our indebtedness,
reducing the cash flow available to fund our business, to pay dividends, including those necessary to
maintain our REIT qualification, or to use for other purposes; (2) increase our vulnerability to an economic
downturn; (3) limit our ability to withstand competitive pressures; and (4) reduce our flexibility to respond
to changing business and economic conditions. In addition, non-compliance with the terms of our debt
agreements could result in (1) the acceleration of a significant amount of debt; (2) in the case of secured
debt, result in the loss of specific assets due to foreclosure; and (3) materially impair our ability to borrow
unused amounts under existing financing arrangements or to obtain additional financing or refinancing on
favorable terms or at all. Any of these outcomes could adversely affect our business, financial condition,
operating results, cash flows or the per share trading price of our common stock.

Our cash flows and operating results could be adversely affected by required debt service payments and other
risks related to our debt financing.

We are generally subject to risks associated with debt financing. These risks include: (1) our cash flow

may not be sufficient to satisfy required payments of principal and interest; (2) debt service obligations
reduce funds available for distributions to our stockholders; (3) required debt payments are not reduced if
the economic performance of any property or the Portfolio as a whole declines; (4) we may not be able to
refinance existing indebtedness as necessary or the terms of such refinancing may be less favorable to us
than the terms of the existing debt; (5) a default on our indebtedness could result in acceleration of a
significant amount of debt; and (6) in the case of secured debt, the loss of specific assets due to foreclosure.
During 2018, we have $185.0 million of unsecured loans scheduled to mature and we have $18.1 million of
scheduled mortgage amortization payments. We currently intend to fund the scheduled maturities and
amortization payments with operating cash and borrowings on our Unsecured Credit Facility. Any of these
risks could adversely affect our financial condition, operating results or cash flows.

Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations
may adversely affect our cash flows and operating results.

Borrowings under our Unsecured Credit Facility, unsecured $600.0 million term loan agreement, as

amended on July 25, 2016 (the “$600 Million Term Loan”), and unsecured $300.0 million term loan
agreement, as entered into on July 28, 2017 (the “$300 Million Term Loan”) bear interest at variable rates.

7

If interest rates were to increase, our debt service obligations on the variable rate indebtedness would
increase even though the amount borrowed would remain the same, and our net income and cash flows
would correspondingly decrease. In order to partially mitigate our exposure to increases in interest rates, we
have entered into interest rate swaps on $1.4 billion of our variable rate debt, which involve the exchange of
variable for fixed rate interest payments. Taking into account our current interest rate swap agreements, a
100 basis point increase in interest rates would result in a $1.9 million increase in annual interest expense.

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

We cannot assure that we will be able to access the capital markets to obtain additional debt or equity

financing or that we will be able to obtain capital on terms favorable to us. Our access to external capital
depends upon a number of factors, including general market conditions, our current and potential future
earnings, the market’s perception of our growth potential, cash distributions and the market price of our
common stock. Our inability to obtain financing on favorable terms could result in: (1) a negative effect on
our ability to operate, maintain or reinvest in our Portfolio; (2) an inability to acquire new properties; (3) an
inability to repay or refinance our indebtedness on or before maturity; or (4) the need to dispose of some of
our assets on terms which may be unfavorable to us.

Adverse changes in our credit rating could affect our borrowing capacity and borrowing terms.

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

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

Our debt agreements contain various financial and operating covenants, including, among other
things, certain coverage ratios, as well as limitations on the ability to incur secured and unsecured debt. In
addition, certain of our mortgages contain customary negative covenants which, among other things, limit
our ability, without the prior consent of the lender, to further mortgage or dispose of the property, to enter
into new leases or materially modify certain existing leases at the property, or to redevelop the property.
These covenants may limit our operational flexibility and disposition activities. The breach of any of these
covenants, if not cured within any applicable cure period, could result in a default under our indebtedness,
which could result in the acceleration of certain indebtedness. If any of our indebtedness is accelerated
prior to maturity, we may not be able to repay or refinance such indebtedness on favorable terms, or at all,
which could adversely affect our financial condition and operating results.

Legal proceedings related to the Audit Committee review may result in significant costs and expenses and
divert resources from our operations and therefore could have a material adverse effect on our business,
financial condition, operating results or cash flows.

As discussed under the heading “Legal Matters” in Note 14 — Commitments and Contingencies to

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

8

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

We carry comprehensive liability, fire, extended coverage, business interruption and acts of terrorism

insurance with policy specifications and insured limits customarily carried for similar properties. There are,
however, certain types of losses, such as from hurricanes, tornadoes, floods, earthquakes, terrorism or wars,
which may be uninsurable, or not economically justifiable based on the cost of insuring against such losses.
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 the capital invested in, and
anticipated revenue from, one or more of the properties, which could adversely affect our financial
condition and operating results.

Environmental conditions that exist at some of the properties in our Portfolio could result in significant
unexpected costs.

We are subject to federal, state and local environmental regulations that apply generally to the

ownership of real property and the operations conducted on real property. Under various federal, state and
local laws, ordinances and regulations, we may be or become liable for the costs of removal or remediation
of certain hazardous 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 the case with many
community and neighborhood shopping centers, many of our properties had or have on-site dry cleaners
and/or on-site gasoline retailing facilities and these prior or current uses could potentially increase our
environmental liability exposure. 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 lease such property, to borrow using such property as collateral, or to
dispose of such property.

We are aware that soil and groundwater contamination exists at some of the properties in our Portfolio.

The primary contaminants of concern at these properties include perchloroethylene and trichloroethylene
(associated with the operations of on-site dry cleaners) and petroleum hydrocarbons (associated with the
operations of on-site gasoline retailing facilities). There may also be asbestos-containing materials at some
of the properties in our Portfolio. Further, no assurance can be given that any environmental studies
performed 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 obligations in accordance with GAAP is
discussed under the heading “Environmental matters” in Note 14 — Commitments and Contingencies to
our consolidated financial statements 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
the imposition of fines by the United States government or an award of damages to private litigants, or
both. We are continuing to assess our Portfolio to determine our compliance with the current requirements

9

of the ADA. We are required to comply with the ADA within the common areas of our Portfolio and we
may not be able to pass on to our tenants the costs necessary to remediate any common area ADA issues.
As a result, we could be required to expend funds to comply with the provisions of the ADA, which could
adversely affect our financial condition and operating results. 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 our Portfolio. As a
result, we may be required to make substantial capital expenditures to comply with, and we may be
restricted in our ability to renovate or redevelop the properties subject to, those requirements. The resulting
expenditures and restrictions could adversely affect our financial condition, operating results or cash flows.

We 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 operate 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 highly organized attempts by very sophisticated hacking organizations. We employ a number of
measures to prevent, detect and mitigate these threats, which include password protection, frequent
mandatory password change events, firewall detection systems, frequent backups, a redundant data system
for core applications and annual penetration testing; however, there is no guarantee that such efforts will be
successful in preventing a cybersecurity attack. A cybersecurity attack could compromise the confidential
information of our employees, tenants and vendors. A successful attack could disrupt and affect our
business operations, damage our reputation, and result in significant litigation and remediation costs.
Similarly, our tenants rely extensively on computer systems to process transactions and manage their
businesses and thus are also at risk from and may be impacted by cybersecurity attacks. 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, 2017, 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 our senior management team.
Our future success is dependent on our ability to continue to attract and retain qualified executive officers
and senior management. Any inability to manage our operations effectively could have a material adverse
effect on our business, financial condition, operating results or cash flows.

Risks Related to Our Organization and Structure

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

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

activities, including strategy and operations, will be determined by BPG’s board of directors. These policies
may be amended or revised at any time and from time to time at the discretion of BPG’s board of directors
without a vote of our stockholders. BPG’s charter also provides that BPG’s board of directors may revoke
or otherwise terminate our REIT election without 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 operating results, 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 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

10

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 an
unsolicited acquisition of us or change of our control 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.

The rights of BPG and BPG 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 the recourse of stockholders in the event of
actions that are not in BPG’s best interests.

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

BPG’s charter provides that, to the maximum extent permitted from time to time 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. Non-employee directors or any of their affiliates, will not 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.

BPG’s charter provides that, to the maximum extent permitted from time to time by Maryland law,

each of BPG’s non-employee directors, and any of their affiliates, may:

•

•

acquire, hold and dispose of shares of BPG’s stock or OP Units for his or her own account or for
the account of others, and exercise all of the rights of a stockholder of Brixmor Property Group
Inc. or a limited partner of our Operating Partnership, to the same extent and in the same manner
as if he, she or 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.

11

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

Risks Related to our REIT Status and Certain Other Tax Items

If BPG does not maintain its qualification as a REIT, it will be subject to tax as a regular corporation and
could face a substantial tax liability.

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

If BPG fails to qualify as a REIT in any tax year and BPG is not entitled to relief under applicable

statutory provisions:

•

•

BPG would be taxed as a non-REIT “C” corporation, which under current laws, among other
things, means being unable to deduct dividends paid to stockholders in computing taxable income
and being subject to U.S. federal income tax on its taxable income at normal corporate income tax
rates, which would reduce BPG’s cash available for distribution to stockholders; and

BPG would be disqualified from taxation as a REIT for the four taxable years following the year
in which it failed to qualify as a REIT.

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

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 equivalents, government securities and qualified REIT
real estate assets. BPG’s investments in securities cannot include more than 10% of the outstanding voting
securities of any one issuer or 10% of the total value of the outstanding securities of any one issuer unless
(1) such issuer is a REIT, (2) BPG and such issuer jointly elect for such issuer to be treated as a “taxable
REIT subsidiary” under the Code, or (3) for purposes of the 10% value limitation only, the securities satisfy
certain requirements and are not considered “securities” for this test. The total value of all of BPG’s
investments in taxable REIT subsidiaries cannot exceed 25% (20% effective for taxable years beginning after
December 31, 2017) of the value of BPG’s total assets. In addition, no more than 5% of the value of BPG’s
assets can consist of the securities of any one issuer other than a taxable REIT subsidiary, and no more
than 25% of the value of BPG’s total assets may be represented by debt instruments issued by “publicly
offered REITs” (as defined under the Code) that are “nonqualified” (e.g., not secured by real property or
interests in real property). If BPG fails to comply with these requirements, BPG must dispose of a portion
of its assets within 30 days after the end of the calendar quarter in order to avoid losing its REIT status and
suffering adverse tax consequences. As a result, BPG may be required to liquidate from its portfolio, or
contribute to a taxable REIT subsidiaries (“TRSs”), otherwise attractive investments in order to maintain
its qualification as a REIT. These actions could have the effect of reducing BPG’s income and amounts
available for distribution to its stockholders. BPG may be unable to pursue investments that would

12

otherwise be advantageous to it in order to satisfy the income or asset diversification requirements for
qualifying as a REIT. Thus, compliance with REIT requirements may hinder BPG’s ability to operate solely
on the basis of maximizing profits.

From time to time, BPG’s cash flows may be insufficient to fund distributions required to maintain our

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

In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited

transactions.” Prohibited transactions generally include sales of assets, other than foreclosure property, that
constitute inventory or other property held for sale to customers in the ordinary course of business. This
100% tax could affect BPG’s decisions to sell property if it believes such sales could be treated as a
prohibited transaction. However, BPG would not be subject to this tax if it were to sell assets through
its TRS.

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 the risk of interest rate changes with respect to
borrowings made or to be made to acquire or carry real estate assets, or manage the risk of certain currency
fluctuations, if clearly identified under applicable Treasury Regulations, does not constitute “gross income”
for purposes of the 75% or 95% gross income tests that BPG must satisfy in order to maintain its
qualification as a REIT. To the extent that BPG enters into other types of hedging transactions, the income
from those transactions is likely to be treated as non-qualifying income for purposes of both of the gross
income tests. As a result of these rules, BPG intends to limit its use of hedging techniques that are not
clearly identified under applicable Treasury Regulations or implement those hedges through a domestic
TRS. This could increase the cost of BPG’s hedging activities because its TRS would be subject to tax on
gains or it could expose BPG to greater risks than BPG would otherwise want to bear.

BPG’s charter does not permit any person to own more than 9.8% of BPG’s outstanding common stock or of
BPG’s outstanding stock of all classes or series, and attempts to acquire BPG’s common stock or BPG’s stock
of all other classes or series in excess of these limits would not be effective without an exemption from these
limits by BPG’s board of directors.

For BPG to qualify as a REIT under the Code, not more than 50% of the value of BPG’s outstanding
stock may be owned directly or indirectly, by five or fewer individuals (including certain entities treated as
individuals for this purpose) during the last half of a taxable year. For the purpose of assisting BPG’s
qualification as a REIT for 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
ownership limit without an exemption from BPG’s board of directors will result either in the shares in
excess of the limit being transferred by operation of the charter to a charitable trust or the transfer being
void, and the person who attempted to acquire such excess shares will not have any rights in such excess
shares.

The ownership limit may have the effect of precluding a change in control of BPG by a third party,
even if such change in control would be in the best interests of BPG’s stockholders or would result in BPG’s
stockholders receiving a premium for their shares over the then current market price of our common stock

13

(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
U.S. federal income tax consequences.

BPG will be a domestically-controlled REIT if, at all times during a specified testing period, less than

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

BPG may choose to make distributions in BPG’s own stock, in which case stockholders may be required to pay
income taxes without receiving any cash dividends.

In connection with BPG’s qualification as a REIT, BPG is required to annually distribute to its
stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for
dividends paid and excluding net capital gain. Although it does not currently intend to do so, in order to
satisfy this requirement, BPG is permitted, subject to certain conditions and limitations, to make
distributions that are in part payable in shares of BPG’s stock. 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. 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.

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 by non-REIT “C” corporations

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. Effective for taxable years beginning after December 31, 2017
and before January 1, 2026, non-corporate U.S. stockholders may deduct 20% of their dividends from
REITs (excluding qualified dividend income and capital gains dividends). For non-corporate U.S.
stockholders in the top marginal tax bracket of 37%, the deduction for REIT dividends yields an effective
income tax rate of 29.6% on REIT dividends, which is higher than the 20% tax rate on qualified dividend
income paid by non-REIT “C” corporations. This does not adversely affect the taxation of REITs; however,
the more favorable rates applicable to non-REIT “C” corporate qualified dividends could cause certain

14

non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in
the stocks of non-REIT “C” corporations that pay dividends, which could adversely affect the value of the
shares of REITs, including BPG.

Tax laws and related interpretations may change at any time, and any such legislative or other actions could
have a negative effect on BPG.

The IRS, the United States Treasury Department and Congress frequently review U.S. federal income

tax legislation, regulations and other guidance. BPG cannot predict whether, when or to what extent new
U.S. federal tax laws, regulations, interpretations or rulings will be adopted. Any legislative action may
prospectively or retroactively modify BPG’s tax treatment and, therefore, may adversely affect taxation of
BPG or BPG’s stockholders. In particular, H.R. 1 makes many significant changes to the U.S. federal
income tax laws that will profoundly impact the taxation of individuals and corporations (both non-REIT
“C” corporations as well as corporations that have elected to be taxed as REITs). A number of changes that
affect non-corporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These
changes will impact BPG and BPG’s stockholders in various ways, some of which are adverse or potentially
adverse compared to prior law. To date, the IRS has issued only limited guidance with respect to certain of
the new provisions, and there are numerous interpretive issues that will require guidance. It is highly likely
that technical corrections legislation will be needed to clarify certain aspects of the new law and give proper
effect to Congressional intent. There can be no assurance, however, that technical clarifications or changes
needed to prevent unintended or unforeseen tax consequences will be enacted by Congress in the near
future.

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
and, as a result, we may use borrowed funds to make distributions or we may be unable to make distributions in
the future.

If cash available for distributions decreases in future periods, our inability to make expected

distributions could result in a decrease in the market price of BPG’s common stock. See “Item 5. Market
For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”
All distributions will be made at the discretion of BPG’s board of directors and will depend on our
earnings, our financial condition, maintenance of BPG’s REIT qualification and other factors as BPG’s
board of directors may deem relevant from time to time. We may not be able to make distributions in the
future or we may need to fund a portion or all of the distribution with borrowed funds. 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. 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 securities or industry analysts do not publish research or reports about our business, or if they downgrade
their recommendations regarding BPG’s common stock, BPG’s share price and trading volume may decline.

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

industry analysts publish about us or our business. Events that could adversely affect BPG’s share price and
trading volume include: (1) BPG’s operating results being below the expectations of securities and industry
analysts and investors; (2) downgrades or inaccurate or unfavorable research about BPG’s business
published by analysts; or (3) the termination of research coverage or the failure by analysts to regularly
publish reports on us, which may cause us to lose visibility in the financial markets. A less liquid market for
BPG’s shares may also impair our ability to raise additional equity capital by issuing shares and may impair
our ability to acquire additional properties or other businesses by using BPG’s shares as consideration.

15

The market price of BPG’s common stock could be adversely affected by market conditions and by our actual
and expected future earnings and level of distributions.

The stock market in general, and the NYSE and REIT markets in particular experience significant

price and volume fluctuations. This market volatility, as well as general economic, market or political
conditions, could reduce the market 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. An increase in market interest rates, or a decrease in our distributions to
stockholders, may lead prospective purchasers of shares of BPG’s common stock to demand a higher
distribution rate or seek alternative investments. The market value of equity securities is also based upon the
market’s perception of the growth potential and current and potential future cash distributions of a
security, whether from operations, sales or refinancings, and, for REITs, is secondarily based upon the real
estate market value of the underlying assets. Our failure to meet the market’s expectations with regard to
future earnings and distributions would likely adversely affect the market price of BPG’s common stock.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of December 31, 2017, our Portfolio consisted of 486 shopping centers with approximately

83 million square feet of GLA. In addition, we have one land parcel currently under development. Our high
quality national Portfolio is primarily located within established trade areas in the top 50 MSAs, and our
shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as
consumer-oriented service providers. Our three largest tenants by annualized base rent are The TJX
Companies, Inc., The Kroger Co., and Dollar Tree Stores, Inc.

The following table summarizes the top 20 tenants by ABR in our Portfolio as of December 31, 2017

(dollars in thousands):

Retailer

Owned Leases

Leased GLA

Percent of Total
Portfolio GLA

Leased ABR

Percent of
Portfolio
Leased ABR

ABR PSF

The TJX Companies, Inc. . . . .
The Kroger Co. . . . . . . . . . .
Dollar Tree Stores, Inc.
. . . . .
Publix Super Markets, Inc. . . .
Wal-Mart Stores, Inc.
. . . . . .
Ahold Delhaize . . . . . . . . . .
. . . . .
Burlington Stores, Inc.
Albertsons Companies, Inc.
. .
. . . . . . . . .
Ross Stores, Inc.
. . . .
Bed Bath & Beyond, Inc.
Big Lots, Inc.
. . . . . . . . . . .
PetSmart, Inc. . . . . . . . . . . .
L.A Fitness International,

LLC . . . . . . . . . . . . . . .

PETCO Animal Supplies,

Inc. . . . . . . . . . . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . .

Best Buy Co., Inc.
Office Depot, Inc.
Party City Holdco Inc.
DICK’S Sporting Goods,

Inc. . . . . . . . . . . . . . . . .
. . . . . . . . . . . .

Staples, Inc.
The Michaels Companies,

Inc. . . . . . . . . . . . . . . . .

TOP 20 RETAILERS . . . . . .

90
65
155
37
25
24
23
21
35
33
44
29

13

37
15
32
35

14
27

26

780

2,805,560
4,258,570
1,766,751
1,676,247
3,085,756
1,294,441
1,572,515
1,194,862
958,511
809,213
1,454,514
646,099

552,515

491,801
613,462
700,208
510,998

539,639
562,443

3.4%
5.1%
2.1%
2.0%
3.7%
1.6%
1.9%
1.4%
1.2%
1.0%
1.8%
0.8%

0.7%

0.6%
0.7%
0.8%
0.6%

0.7%
0.7%

581,254

26,075,359

0.7%

31.5%

16

$ 29,966
29,890
18,372
15,723
13,613
13,095
12,883
12,758
10,555
10,411
9,394
9,390

8,689

8,302
8,262
7,814
7,452

7,430
7,022

6,841

$247,862

3.2%
3.1%
1.9%
1.7%
1.4%
1.4%
1.4%
1.3%
1.1%
1.1%
1.0%
1.0%

0.9%

0.9%
0.9%
0.8%
0.8%

0.8%
0.7%

$10.68
7.02
10.40
9.38
4.41
10.12
8.19
10.68
11.01
12.87
6.46
14.53

15.73

16.88
13.47
11.16
14.58

13.77
12.48

0.7%

26.1%

11.77

$ 9.51

The following table summarizes the geographic diversity of our Portfolio by state as of December 31,

2017 (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 New Jersey . . . . . . . .
9 North Carolina . . . . .
10 Ohio . . . . . . . . . . . . .
11 Michigan . . . . . . . . .
12 Connecticut . . . . . . .
13 Tennessee . . . . . . . . .
14 Massachusetts . . . . . .
15 Colorado . . . . . . . . .
16 Kentucky . . . . . . . . .
17 Indiana . . . . . . . . . . .
18 Minnesota. . . . . . . . .
19 Virginia. . . . . . . . . . .
20 South Carolina
21 New Hampshire . . . .
22 Missouri . . . . . . . . . .
23 Maryland . . . . . . . . .
24 Wisconsin . . . . . . . . .
25 Alabama . . . . . . . . . .
26 Iowa . . . . . . . . . . . . .
27 Louisiana . . . . . . . . .
28 Nevada . . . . . . . . . . .
29 Arizona. . . . . . . . . . .
30 Kansas . . . . . . . . . . .
31 Mississippi . . . . . . . .
32 Delaware. . . . . . . . . .
33 West Virginia. . . . . . .
34 Vermont . . . . . . . . . .
35 Maine . . . . . . . . . . . .
36 Oklahoma . . . . . . . . .
37 New Mexico . . . . . . .
TOTAL(2) . . . . . . . . . .

Number of
Properties
65
55
32
34
28
22
35
18
20
21
19
13
15
11
6
9
12
9
10
7
5
6
4
4
3
4
4
1
2
2
2
1
2
1
1
1
2
486

ABR

Percent
Leased

Percent
Billed
GLA
90.1% 92.2% $110,084
9,510,391
88.8% 90.7% 106,280
8,772,427
94.6% 97.4% 103,347
6,121,721
67,760
93.8% 94.5%
5,837,674
60,817
92.0% 93.7%
3,559,268
48,143
81.7% 85.4%
4,709,788
45,817
89.5% 91.2%
4,856,395
42,963
89.9% 92.8%
3,089,307
42,210
92.6% 93.2%
4,241,985
40,546
93.1% 94.0%
4,088,047
37,742
90.2% 91.1%
3,902,104
30,065
93.5% 95.1%
2,162,501
29,688
91.1% 92.7%
3,062,513
21,722
93.1% 95.7%
1,871,739
19,293
87.0% 90.8%
1,473,147
18,721
94.0% 94.9%
2,074,205
15,908
83.3% 88.7%
1,877,402
15,443
88.7% 91.3%
1,362,713
14,342
90.9% 91.0%
1,392,586
14,172
90.1% 91.4%
1,307,923
7,764
89.9% 90.1%
772,770
6,782
88.6% 92.2%
865,816
6,660
98.3% 98.3%
468,667
6,656
90.7% 91.6%
704,098
5,169
64.9% 69.9%
888,284
4,312
94.3% 94.3%
723,408
3,432
619,143
79.6% 80.7%
3,269
278,411 100.0% 100.0%
3,204
92.1% 92.1%
288,110
3,178
92.6% 93.2%
370,239
3,077
88.6% 88.6%
333,275
2,238
98.3% 98.3%
191,974
2,103
98.0% 98.0%
251,500
1,973
98.6% 98.6%
224,514
1,872
287,513
90.0% 90.0%
1,850
186,851 100.0% 100.0%
966
83,800 100.0% 100.0%
90.3% 92.2% $949,568

82,812,209

Percent of
Number of
Properties
13.4%
11.3%
6.6%
7.0%
5.8%
4.5%
7.2%
3.7%
4.1%
4.3%
3.9%
2.7%
3.1%
2.3%
1.2%
1.9%
2.5%
1.9%
2.1%
1.4%
1.0%
1.2%
0.8%
0.8%
0.6%
0.8%
0.8%
0.2%
0.4%
0.4%
0.4%
0.2%
0.4%
0.2%
0.2%
0.2%
0.4%

Percent
Percent
of GLA
of ABR
11.5% 11.6%
10.6% 11.2%
7.4% 10.9%
7.1%
7.0%
6.4%
4.3%
5.1%
5.7%
4.8%
5.9%
4.5%
3.7%
4.4%
5.1%
4.3%
4.9%
4.0%
4.7%
3.2%
2.6%
3.1%
3.7%
2.3%
2.3%
2.0%
1.8%
2.0%
2.5%
1.7%
2.3%
1.6%
1.6%
1.5%
1.7%
1.5%
1.6%
0.8%
0.9%
0.7%
1.0%
0.7%
0.6%
0.7%
0.9%
0.5%
1.1%
0.5%
0.9%
0.4%
0.7%
0.3%
0.3%
0.3%
0.3%
0.3%
0.4%
0.3%
0.4%
0.2%
0.2%
0.2%
0.3%
0.2%
0.3%
0.2%
0.3%
0.2%
0.2%
0.1%
0.1%
100.0% 100.0% 100.0%

ABR PSF(1)
$13.36
13.86
18.73
14.71
18.72
12.58
10.62
15.89
11.43
11.99
13.22
15.66
11.03
15.41
14.49
10.45
10.86
13.10
11.92
12.11
13.89
8.67
14.46
10.76
8.61
6.42
7.48
11.89
12.08
11.85
10.91
11.86
8.53
8.92
20.69
9.90
11.53
$13.47

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

improvements.

(2)

Individual values may not add up to totals due to rounding.

17

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

2017 (dollars in thousands, expect per square foot information):

Number of
Units

GLA

Percent
Billed

Percent
Leased

Percent of
Vacant GLA

≥ 35,000 SF . . . . . . . . . . .

20,000 – 34,999 SF . . . . . . .

10,000 – 19,999 SF . . . . . . .

5,000 – 9,999 SF . . . . . . . . .

< 5,000 SF . . . . . . . . . . . .

551

549

726

1,336

7,456

33,701,794

95.7% 96.4%

14,426,956

91.5% 95.3%

9,898,302

90.2% 92.5%

9,223,650

83.6% 85.6%

15,561,507

81.8% 83.8%

18.5%

10.5%

11.5%

20.5%

39.0%

ABR

ABR PSF(1)

$264,145

$ 9.49

139,778

118,542

128,292

298,811

10.38

13.27

16.96

23.59

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

10,618

82,812,209

90.3% 92.2%

100.0%

$949,568

$13.47

TOTAL ≥ 10,000 SF . . . . . .

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

1,826

8,792

58,027,052

93.7% 95.5%

24,785,157

82.4% 84.5%

40.5%

59.5%

$522,465

427,103

$10.40

21.11

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

improvements.

The following table summarizes lease expirations for leases in place within our Portfolio for each of the

next ten calendar years and thereafter, assuming no exercise of renewal options over the lease term and
including the GLA of lessee owned leasehold improvements, as of December 31, 2017:

M-M . . . . . . . . . . . .
2018 . . . . . . . . . . . .
2019 . . . . . . . . . . . .
2020 . . . . . . . . . . . .
2021 . . . . . . . . . . . .
2022 . . . . . . . . . . . .
2023 . . . . . . . . . . . .
2024 . . . . . . . . . . . .
2025 . . . . . . . . . . . .
2026 . . . . . . . . . . . .
2027 . . . . . . . . . . . .
2028+ . . . . . . . . . . .

Number of
Leases

398
1,332
1,473
1,444
1,167
1,120
561
349
286
303
342
366

Leased GLA

1,066,381
6,456,408
10,799,806
11,589,173
10,099,929
9,589,499
5,776,001
4,266,022
3,271,952
3,226,586
3,453,920
6,745,145

% of
Leased GLA

% of
In-Place ABR

In-Place
ABR PSF

ABR PSF at
Expiration

1.4%
8.5%
14.1%
15.2%
13.2%
12.6%
7.6%
5.6%
4.3%
4.2%
4.5%
8.8%

1.8%
9.1%
13.3%
14.3%
12.6%
12.7%
7.4%
5.2%
4.6%
4.9%
5.0%
9.0%

$16.47
13.32
11.66
11.71
11.87
12.61
12.14
11.51
13.46
14.48
13.83
12.73

$16.47
13.32
11.72
11.88
12.14
13.02
13.05
12.44
14.62
15.85
15.79
14.81

More specific information with respect to each of our property interests is set forth in Exhibit 99.1,

which is incorporated herein by reference.

Leases

Our anchor tenants generally have leases with original terms ranging from 10 to 20 years. Such leases

frequently contain renewal options for one or more additional periods. Smaller tenants typically have leases
with original terms ranging from five to 10 years, which may or may not contain renewal options. Leases in
our Portfolio generally provide for the payment of fixed monthly rent. 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 rent over both the primary terms and renewal
periods. Our leases generally include tenant reimbursements of common area expenses, insurance and real
estate taxes. Utilities are generally paid by tenants either through separate meters or reimbursement.

18

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.

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. Incap is capitalized in
accordance with the applicable regulatory requirements.

We also maintain commercial liability, fire, extended coverage, earthquake, business interruption and
rental loss insurance covering all of the properties in our Portfolio. We select coverage specifications and
insured limits which we believe to be appropriate given the relative risk of loss, the cost of the coverage,
industry practice, and the nature of the shopping centers in our Portfolio. In addition, tenants 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 losses from war. See “Risk Factors — Risks Related to Our
Portfolio and Our Business — An uninsured loss on properties or a loss that exceeds the limits of our
insurance policies could result in a loss of our investment or related revenue in our Portfolio.”

Item 3. Legal Proceedings

The information contained under the heading “Legal Matters” in Note 14 — 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.

19

PART II

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

Equity Securities

The following table sets forth for the years ended December 31, 2017 and 2016 the high and low sales
prices for each quarter of BPG’s common stock, which trades on the New York Stock Exchange under the
trading symbol “BRX,” and the quarterly declared dividend per share of common stock:

Period

2017:

Stock Price

High

Low

Cash Dividends
Declared

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

$25.34

$20.66

$0.260

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

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

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

22.02

20.59

19.30

17.35

17.47

17.23

2016:

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

$26.98
27.35
29.14
27.49

$19.91
24.50
26.39
23.38

0.260

0.260

0.275

$0.245
0.245
0.245
0.260

As of February 1, 2018, the number of holders of record of BPG’s common stock was 329. 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 recently and expected to be generated from our operating
activities; (2) the amount of cash required for capital expenditures and leasing; (3) the amount of cash
required for debt repayments, redevelopment, selective acquisitions of new properties and share
repurchases; (4) the amount of cash required to be distributed to maintain BPG’s status as a REIT and to
reduce any income and excise taxes that BPG otherwise would be required to pay; (5) any limitations on our
distributions contained in our financing agreements, including, without limitation, in our Unsecured Credit
Facility; (6) the sufficiency of legally-available assets; and (7) our ability to continue to access additional
sources of capital.

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 does not distribute 100% of BPG’s REIT
taxable income, BPG will be subject to income tax, and potentially excise tax, on the retained amounts. If
our operations do not generate sufficient cash flow to allow BPG to satisfy the REIT distribution
requirements, we may be required to fund distributions with working capital, borrowed funds, asset sales or
may be required to reduce such distributions. For more information regarding risk factors that could
materially adversely affect our actual results of operations, please see Item 1A. “Risk Factors.”

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 ordinary dividend income or capital gain income.

20

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, 2017, 86.4% of the Company’s
distributions to shareholders constituted taxable ordinary income and 13.6% constituted a return of capital.

BPG’s Total Stockholder Return Performance

The following performance chart compares, for the period from October 30, 2013 through

December 31, 2017, the cumulative total stockholder return on BPG’s common stock with the cumulative
total return of the S&P 500 Index and 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.

COMPARISON OF 50 MONTH CUMULATIVE TOTAL RETURN*
Among Brixmor Property Group Inc., the S&P 500 Index
and the FTSE NAREIT Equity Shopping Center Index

$180

$160

$140

$120

$100

$80

$60

$40

$20

$0

10/30/13

12/13

12/14

12/15

12/16

12/17

Brixmor Property Group Inc.

S&P 500

FT SE NAREIT Equity Shopping Center

*$100 invested on 10/30/13 in stocker 10/3113 index, including reinvestment of dividends.
Fiscalyear ending December 31.

Copyright© 2018 Standard & Poor’s, a division of S&P Global. All rights reserved.

Sales of Unregistered Equity Securities

There were no unregistered sales of equity securities during the year ended December 31, 2017.

Issuer Purchases of Equity Securities

On December 5, 2017, the Board of Directors authorized a share repurchase program for up to

$400.0 million of shares of the Company’s common stock. The program is scheduled to expire on
December 5, 2019, unless extended by the Board of Directors. During the year ended December 31, 2017,
the Company repurchased 326,958 shares of common stock under the program at an average price per
share of $17.96 for a total of approximately $5.9 million.

21

Period 2017

Total Number of
Shares
Repurchased

Average Price
Paid Per Share

October

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

November . . . . . . . . . . . . . . . . . . . . . . . . . . .

December . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

326,958

326,958

$ —

—

17.96

$17.96

Approximate Dollar
Value of Shares that
May Yet Be
Repurchased
(in millions)

N/A

N/A

$394.1

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.

22

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

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

2017

2016

2015

2014

2013

Year Ended December 31,

Revenues

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

$ 997,089
278,636
7,455
1,283,180

$ 998,118
270,548
7,106
1,275,772

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

136,092
179,097
375,028
5,323
40,104
92,247
827,891

133,429
174,487
387,302
9,182
5,154
92,248
801,802

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

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 expense . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before equity in income of unconsolidated

joint ventures
Equity in income of unconsolidated joint ventures
Gain on disposition of unconsolidated joint venture

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

interests . . . . . . . . . . . . . . . . . . . . . . . . . . .
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) loss attributable to non-controlling

interests . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to Brixmor Property Group
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock dividends . . . . . . . . . . . . . . . . . . . .
Net income (loss) attributable to common stockholders . .

Inc.

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

Basic

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

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) attributable to common stockholders:

Basic

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

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted average shares:

365
(226,660)

542
(226,671)

315
(245,012)

602
(262,812)

832
(343,193)

68,847
498
(2,907)
(159,857)

35,613
(832)
(4,957)
(196,305)

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

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

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

295,432
381

4,556
300,369

—
—
—
—
300,369

277,665
477

—
278,142

—
—
—
—
278,142

197,077
459

—
197,536

—
—
—
—
197,536

110,581
370

1,820
112,771

4,909
15,171
—
20,080
132,851

(81,825)
1,167

—
(80,658)

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

(76)

(2,514)

(3,816)

(43,849)

25,349

300,293
(39)
$ 300,254

275,628
(150)
$ 275,478

193,720
(150)
$ 193,570

$

$

$

$

0.98

0.98

0.98

0.98

$

$

$

$

0.91

0.91

0.91

0.91

$

$

$

$

0.65

0.65

0.65

0.65

89,002
(150)
88,852

(93,534)
(162)
$ (93,696)

0.36

0.36

0.36

0.36

$

$

$

$

(0.33)

(0.33)

(0.50)

(0.50)

$

$

$

$

$

Basic

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

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

304,834

305,281

301,601

305,060

298,004

305,017

243,390

244,588

188,993

188,993

Cash dividends declared per common share . . . . . . . . .

$

1.055

$

0.995

$

0.92

$

0.825

$

0.127

23

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

SELECT BALANCE SHEET INFORMATION
(in thousands)

December 31,

2017

2016

2015

2014

2013

Balance sheet data as of the end of

each year

Real estate, net

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

$8,560,421

$8,842,004

$9,052,165

$9,253,015

$ 9,647,558

Total assets . . . . . . . . . . . . . . . . . . .
Debt obligations, net(1) . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . .

Redeemable non-controlling

$9,153,926
$5,676,238

$9,319,685
$5,838,889

$9,498,007
$5,974,266

$9,681,913
$6,022,508

$10,143,487
$ 5,952,860

$6,245,578

$6,392,525

$6,577,705

$6,701,610

$ 6,837,500

interests

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

$

— $

— $

— $

— $

21,467

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

$2,908,348

$2,927,160

$2,920,302

$2,980,303

$ 3,284,520

(1) Debt includes secured loans, notes payable, and credit agreements, including unamortized premium or

net of unamortized discount and unamortized debt issuance costs.

24

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

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

2017

Year Ended December 31,
2015

2014

2016

2013

Revenues

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

$ 997,089
278,636
7,455
1,283,180

$ 998,118
270,548
7,106
1,275,772

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

136,092
179,097
375,028
5,323
40,104
92,247
827,891

133,429
174,487
387,302
9,182
5,154
92,248
801,802

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
121,078
857,045

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 expense . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before equity in income of unconsolidated

joint ventures
Equity in income of unconsolidated joint ventures
Gain on disposition of unconsolidated joint venture

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

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

Discontinued operations

Income 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

365
(226,660)

542
(226,671)

315
(245,012)

602
(262,812)

825
(343,193)

68,847
498
(2,907)
(159,857)

35,613
(832)
(4,957)
(196,305)

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

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

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

295,432
381

4,556
300,369

—
—
—
—
300,369
—

277,665
477

—
278,142

—
—
—
—
278,142
—

197,077
459

—
197,536

—
—
—
—
197,536
—

110,581
370

1,820
112,771

4,909
15,171
—
20,080
132,851
(1,181)

(81,819)
1,167

—
(80,652)

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

Partnership LP . . . . . . . . . . . . . . . . . . . . . . . .

$ 300,369

$ 278,142

$ 197,536

$ 131,670

$ (120,232)

Net income (loss) attributable to:

Series A interest . . . . . . . . . . . . . . . . . . . . . . . .
Partnership common units . . . . . . . . . . . . . . . . . .

$

— $

— $

— $

300,369

278,142

197,536

21,014
110,656

$

3,451
(123,683)

Net income (loss) attributable to Brixmor Operating

Partnership LP . . . . . . . . . . . . . . . . . . . . . . . .

$ 300,369

$ 278,142

$ 197,536

$ 131,670

$ (120,232)

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

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

Net income (loss) attributable to partnership

common units:
Basic
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted average number of partnership common units:

$
$

$
$

0.98
0.98

0.98
0.98

$
$

$
$

0.91
0.91

0.91
0.91

$
$

$
$

0.65
0.65

0.65
0.65

$
$

$
$

0.36
0.36

0.36
0.36

$
$

$
$

(0.33)
(0.33)

(0.50)
(0.50)

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

304,913
305,281

304,600
305,059

303,992
305,017

302,540
303,738

250,109
250,109

25

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

SELECT BALANCE SHEET INFORMATION
(in thousands)

December 31,

2017

2016

2015

2014

2013

Balance sheet data as of the end of

each year

Real estate, net

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

$8,560,421

$8,842,004

$9,052,165

$9,253,015

$ 9,647,558

Total assets . . . . . . . . . . . . . . . . . . .
Debt obligations, net(1) . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . .

Redeemable non-controlling

$9,153,677
$5,676,238

$9,319,434
$5,838,889

$9,497,775
$5,974,266

$9,681,566
$6,022,508

$10,142,381
$ 5,952,860

$6,245,578

$6,392,525

$6,577,705

$6,701,610

$ 6,837,490

interests

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

$

— $

— $

— $

— $

21,467

Total capital

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

$2,908,099

$2,926,909

$2,920,070

$2,979,956

$ 3,283,424

(1) Debt includes secured loans, notes payable, and credit agreements, including unamortized premium or

net of unamortized discount and unamortized debt issuance costs.

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

The following discussion should be read in conjunction with the Consolidated Financial Statements

and the accompanying notes thereto. Historical results and percentage relationships set forth in the
Consolidated Statements of Operations and contained in the Consolidated Financial Statements and
accompanying notes, including trends which might appear, should not be taken as indicative of future
operations.

Executive Summary

Our Company

Brixmor Property Group Inc. and subsidiaries (collectively, “BPG”) 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
believe we own and operate one of the largest open air retail portfolios by gross leasable area (“GLA”) in
the United States, comprised primarily of community and neighborhood shopping centers. As of
December 31, 2017, our portfolio consisted of 486 shopping centers (the “Portfolio”) with approximately
83 million square feet of GLA. In addition, we have one land parcel currently under development. Our high
quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan
Statistical Areas (“MSAs”), and our shopping centers are primarily anchored by non-discretionary and
value-oriented retailers, as well as consumer-oriented service providers. Our three largest tenants by
annualized base rent are The TJX Companies, Inc., The Kroger Co., and Dollar Tree Stores, Inc. 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 through our taxable year ended December 31, 2017, and
expects to satisfy such requirements for subsequent taxable years.

Our primary objective is to maximize total returns to our stockholders through consistent, sustainable

growth in cash flow. We seek to achieve this objective through proactive management and accretive
reinvestment in our existing Portfolio of high-quality open air shopping centers and through disciplined
capital recycling activity focused on maximizing asset value and achieving critical mass in attractive retail

26

submarkets. Our key strategies to achieve growth in cash flow include driving internal growth, pursuing
value-enhancing reinvestment opportunities and prudently executing on acquisition and disposition activity,
while also maintaining a flexible capital structure positioned for growth.

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

strategies:

•

•

•

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

Fully-Integrated Operating Platform — We manage a fully-integrated operating platform,
leveraging our national scope and demonstrating our commitment to operating with a strong
regional and local presence. We provide our tenants with dedicated service through both our
national accounts leasing team based in New York and our network of four regional offices in
Atlanta, Chicago, Philadelphia and San Diego, as well as 11 leasing and property management
satellite offices throughout the country. We believe that this structure 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 seasoned real estate
operators with public company leadership experience. Our management team has deep industry
knowledge and extensive, well-established relationships with retailers, brokers and vendors
through many years of transactional experience, as well as significant expertise in executing
value-enhancing reinvestment opportunities.

Other Factors That May Influence our Future Results

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

The amount of revenue we receive is primarily dependent on our ability to maintain or increase rental
rates, renew expiring leases and/or lease available space. Factors that could affect our rental income include:
(1) changes in national, regional or local economic climates; (2) local market conditions, including an
oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio;
(3) changes in market rental rates; (4) changes in the regional demographics of our properties;
(5) competition from other available properties and the attractiveness of properties in our Portfolio to our
tenants; (6) the financial stability of tenants, including the ability of tenants to pay rent and expense
reimbursements; and (7) in the case of percentage rents, the sales volume of our tenants.

Our operating costs represent property-related costs, such as repairs and maintenance, landscaping,

snow removal, utilities, property insurance, security, ground rent related to properties for which we are the
lessee and various other property related costs. Increases in our operating costs, to the extent they are not
offset by revenue increases, may 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.”

27

Leasing Highlights

As of December 31, 2017, billed and leased occupancy was 90.3% and 92.2%, respectively, as
compared to 90.7% and 92.8%, respectively, as of December 31, 2016. In addition, the following table
summarizes our executed leasing activity for the years ended December 31, 2017 and 2016 (dollars in
thousands, except for per square foot (“PSF”) amounts):

For the Year Ended December 31, 2017

New, renewal and option leases . . . . .

New and renewal leases . . . . . . . . . .

New leases . . . . . . . . . . . . . . . . . . .

Renewal leases . . . . . . . . . . . . . . . .

Option leases . . . . . . . . . . . . . . . . .

Leases

1,894

1,605

618

987

289

GLA

New ABR
PSF

Rent
Spread(1)

11,898,523

$14.48

8,129,836

3,195,154

4,934,682

3,768,687

15.44

16.00

15.08

12.41

12.6%

15.5%

34.1%

9.8%

7.2%

For the Year Ended December 31, 2016

Tenant
Improvements
and
Allowances
PSF(2)

Third Party
Leasing
Commissions
PSF

$ 7.34

$1.10

10.73

22.26

3.27

0.02

1.61

3.97

0.08

—

Tenant
Improvements
and
Allowances
PSF(2)

Third Party
Leasing
Commissions
PSF

New, renewal and option leases . . . . .
New and renewal leases . . . . . . . . . .
New leases . . . . . . . . . . . . . . . . . . .
Renewal leases . . . . . . . . . . . . . . . .
Option leases . . . . . . . . . . . . . . . . .

Leases

2,017
1,665
697
968
352

GLA

13,683,327
7,879,398
3,385,418
4,493,980
5,803,929

(1) Based on comparable leases only.

(2)

Includes tenant specific landlord work.

New ABR
PSF

Rent
Spread(1)

$12.90
14.82
15.07
14.63
10.30

12.0%
16.5%
31.3%
11.5%
6.0%

$ 5.39
9.36
19.71
1.57
0.01

$0.85
1.48
3.35
0.07
—

Includes new development property. Excludes leases executed for terms of less than one year.

ABR PSF includes the GLA of lessee owned leasehold improvements.

Acquisition Activity

•

•

During the year ended December 31, 2017, we acquired four shopping centers, one building, two
outparcel buildings and two outparcels for $190.5 million.

During the year ended December 31, 2016, we acquired one shopping center, one building, two
land parcels and one outparcel building for $48.0 million.

Disposition Activity

•

•

During the year ended December 31, 2017, we disposed of 29 wholly owned shopping centers and
two outparcel buildings for net proceeds of $330.8 million resulting in an aggregate gain of
$68.7 million and aggregate impairment of $22.9 million. In addition, during the year ended
December 31, 2017, we disposed of our unconsolidated joint venture interest for net proceeds of
$12.4 million resulting in a gain of $4.6 million.

During the year ended December 31, 2016, we disposed of six shopping centers, one office
building and one outparcel building for net proceeds of $102.9 million resulting in an aggregate
gain of $35.6 million and aggregate impairment of $2.0 million.

28

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, 2017 to the Year Ended December 31, 2016

Revenues (in thousands)

Revenues

Year Ended December 31,

2017

2016

$ Change

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

$ 997,089
278,636
7,455
$1,283,180

$ 998,118
270,548
7,106
$1,275,772

$(1,029)
8,088
349
$ 7,408

Rental income

The decrease in rental income for the year ended December 31, 2017, of $1.0 million, as compared to

the corresponding period in 2016, was primarily due to (i) a $9.3 million decrease in above and below
market lease accretion and tenant inducements, net; and (ii) a $6.4 million decrease in lease settlement
income; partially offset by (iii) a $10.5 million increase in base rent; and (iv) a $4.0 million increase in
straight-line rent. The base rent increase was driven primarily by contractual rent increases as well as
positive rent spreads for new and renewal leases and option exercises of 12.6% and 12.0% during the years
ended December 31, 2017 and 2016, respectively, partially offset by a decline in occupancy.

Expense reimbursements

The increase in expense reimbursements for the year ended December 31, 2017 of $8.1 million, as
compared to the corresponding period in 2016, was primarily due to an increase in reimbursable real estate
taxes and operating costs.

Other revenues

Other revenues remained generally consistent for the year ended December 31, 2017 as compared to

the corresponding period in 2016.

Operating Expenses (in thousands)

Operating expenses

Year Ended December 31,

2017

2016

$ Change

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

$136,092
179,097
375,028
5,323
40,104
92,247
$827,891

$133,429
174,487
387,302
9,182
5,154
92,248
$801,802

$ 2,663
4,610
(12,274)
(3,859)
34,950
(1)
$ 26,089

Operating costs

The increase in operating costs for the year ended December 31, 2017 of $2.7 million, as compared to

the corresponding period in 2016, was primarily due to an increase in repair and maintenance costs.

29

Real estate taxes

The increase in real estate taxes for the year ended December 31, 2017 of $4.6 million, as compared to

the corresponding period in 2016, was primarily due to increased tax rates and assessments from several
jurisdictions.

Depreciation and amortization

The decrease in depreciation and amortization for the year ended December 31, 2017 of $12.3 million,
as compared to the corresponding period in 2016, was primarily due to the continued decrease in acquired
in-place lease intangibles.

Provision for doubtful accounts

The decrease in the provision for doubtful accounts for the year ended December 31, 2017 of

$3.9 million, as compared to the corresponding period in 2016, was primarily due to increased recoveries of
previously reserved receivables and overall strength in collection efforts.

Impairment of real estate assets

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

General and administrative

General and administrative costs remained generally consistent for the year ended December 31, 2017

as compared to the corresponding period in 2016, with decreased severance expenses associated with the
separation of former executives of the Company in 2016, partially offset by increased payroll expenses.

During the year ended December 31, 2017 and 2016, construction compensation costs of $8.1 million

and $6.6 million, respectively, were capitalized to building and improvements and leasing compensation
costs of $14.2 million and $14.5 million, respectively, were capitalized to deferred charges and prepaid
expenses, net.

Other Income and Expenses (in thousands)

Year Ended December 31,

2017

2016

$ Change

Other income (expense)

Dividends and interest
. . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of real estate assets . . . . . . . . . . . . . .
Gain (loss) on extinguishment of debt, net
. . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other expense . . . . . . . . . . . . . . . . . . . . .

$

365
(226,660)
68,847
498
(2,907)
$(159,857)

$

542
(226,671)
35,613
(832)
(4,957)
$(196,305)

$ (177)
11
33,234
1,330
2,050
$36,448

Dividends and interest

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

30

Interest expense

Interest expense remained generally consistent for the year ended December 31, 2017 as compared to

the corresponding period in 2016. Debt obligations refinanced at lower rates and decreased debt obligations
during 2017 were partially offset by a decrease in debt premium amortization, net of discounts.

Gain (loss) on the sale of real estate assets

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

Gain (loss) on extinguishment of debt, net

During the year ended December 31, 2017, we repaid $389.1 million of secured loans and

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

Other

The decrease in other expense, net for the year ended December 31, 2017 of $2.1 million, as compared

to the corresponding period in 2016, was primarily due to a decrease in shareholder equity offering
expenses and a decrease in tenant litigation settlement expenses.

Equity in Income of Unconsolidated Joint Ventures (in thousands)

Equity in income of unconsolidated joint venture . . .
Gain on disposition of unconsolidated joint venture

2017

$ 381

interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,556

2016

$477

—

$ Change

$ (96)

4,556

Year Ended December 31,

Equity in income of unconsolidated joint venture

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

Gain on disposition of unconsolidated joint venture interest

During the year ended December 31, 2017, we disposed of our unconsolidated joint venture interest

for net proceeds of $12.4 million resulting in a gain of $4.6 million.

31

Comparison of the Year Ended December 31, 2016 to the Year Ended December 31, 2015

Revenues (in thousands)

Revenues

Year Ended December 31,

2016

2015

$ Change

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

$ 998,118
270,548
7,106
$1,275,772

$ 984,548
276,032
5,400
$1,265,980

$13,570
(5,484)
1,706
$ 9,792

Rental income

The increase in rental income for the year ended December 31, 2016 of $13.6 million, as compared to

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

Expense reimbursements

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

Other revenues

The increase in other revenues for the year ended December 31, 2016 of $1.7 million, as compared to

the corresponding period in 2015, was primarily due to an increase of $2.3 million in percentage rents,
partially offset by a reduction in management fees as a result of fewer properties being managed. The
increase in percentage rents was primarily due to the timing of recognition.

Operating Expenses (in thousands)

Operating expenses

Year Ended December 31,

2016

2015

$ Change

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

$133,429
174,487
387,302
9,182
5,154
92,248
$801,802

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

$ 3,952
(6,424)
(30,633)
(358)
4,149
(6,206)
$(35,520)

Operating costs

The increase in operating costs for the year ended December 31, 2016 of $4.0 million, as compared to

the corresponding period in 2015, was primarily due to an increase in repair and maintenance costs and
insurance expenses, partially offset by a decrease in utility expenses.

32

Real estate taxes

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

Depreciation and amortization

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

Provision for doubtful accounts

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

Impairment of real estate assets

During the year ended December 31, 2016, aggregate impairment of $5.2 million was recognized on

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

General and administrative

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

During the years ended December 31, 2016 and 2015, construction compensation costs of $6.6 million

and $6.3 million, respectively, were capitalized to building and improvements and leasing compensation
costs of $14.5 million and $15.1 million, respectively, were capitalized to deferred charges and prepaid
expenses, net.

Other Income and Expenses (in thousands)

Year Ended December 31,

2016

2015

$ Change

Other income (expense)

. . . . . . . . . . . . . . . . . . . .
Dividends and interest
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of real estate assets . . . . . . . . . . . . . .
Gain (loss) on extinguishment of debt, net
. . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other expense . . . . . . . . . . . . . . . . . . . . .

$

542
(226,671)
35,613
(832)
(4,957)
$(196,305)

$

315
(245,012)
11,744
1,720
(348)
$(231,581)

$

227
18,341
23,869
(2,552)
(4,609)
$35,276

Dividends and interest

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

33

Interest expense

The decrease in interest expense for the year ended December 31, 2016 of $18.3 million, as compared
to the corresponding period in 2015, was primarily due to the 2016 and 2015 secured loan and unsecured
note repayments of $2.0 billion with a weighted-average interest rate of 5.70%, partially offset by the
issuance of $2.3 billion of senior unsecured notes with a weighted average interest rate of 3.80%. The
balance on the $1.25 billion revolving facility component of the Unsecured Credit Facility decreased by
$397.5 million during 2015 and 2016 from a balance of $519.5 million on January 1, 2015 to $122.0 million
at December 31, 2016.

Gain on sale of real estate assets

During the year ended December 31, 2016, five of the shopping centers and one outparcel building
that were disposed for net proceeds of $93.8 million resulted in an aggregate gain of $35.6 million. During
the year ended December 31, 2015, four of the shopping centers and two of the outparcel buildings that
were disposed for net proceeds of $40.4 million resulted in an aggregate gain of $11.7 million.

Gain (loss) on extinguishment of debt, net

During the year ended December 31, 2016, we repaid $892.4 million of secured loans, resulting in a

$1.7 million gain on extinguishment of debt. In addition, we recognized a $2.5 million loss on
extinguishment of debt in connection with the execution of the Unsecured Credit Facility. During the year
ended December 31, 2015, we repaid $868.9 million of secured loans and $225.0 million of unsecured notes,
resulting in a $1.7 million gain on extinguishment of debt, net.

Other

The increase in other expense, net for the year ended December 31, 2016 of $4.6 million, as compared
to the corresponding period in 2015, was primarily due to (i) $4.7 million of income in 2015 related to net
adjustments to pre-IPO tax reserves and receivables; (ii) $1.8 million of income in 2015 related to the
resolution of an environmental contingency; (iii) $0.8 million of income in 2015 related to the resolution of
certain contingencies for disposed properties; partially offset by (v) a $1.8 million decrease in transaction
expenses.

Equity in Income of Unconsolidated Joint Ventures (in thousands)

Equity in income of unconsolidated joint ventures . . .

Equity in income of unconsolidated joint ventures

Year Ended December 31,

2016
$477

2015
$459

$ Change
$18

Equity in income of unconsolidated joint ventures remained generally consistent for the year ended

December 31, 2016 as compared to the corresponding period in 2015.

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 and other capital improvements, stockholder
distributions to maintain our qualification as a REIT and other obligations associated with conducting our
business.

34

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

Sources

Uses

•

•

•

•

•

•

•

•

•

•

•

•

•

cash and cash equivalent balances;

operating cash flow;

available borrowings under our existing Unsecured Credit Facility;

issuance of long-term debt;

dispositions; and

issuance of equity securities.

recurring maintenance capital expenditures;

leasing related capital expenditures;

anchor space repositioning, redevelopment and development projects;

debt maturities and repayment requirements;

acquisitions;

dividend/distribution payments; and

repurchase of equity securities.

We believe our current capital structure provides us with the financial flexibility and capacity to fund

our current capital needs as well as future growth opportunities. We have access to multiple forms of
capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common
equity, which will allow us to efficiently execute on our strategic and operational objectives. We currently
have investment grade credit ratings from all three major credit rating agencies. As of December 31, 2017,
our revolving credit facility was undrawn providing for $1.25 billion of liquidity. We intend to continue to
enhance our financial and operational flexibility through laddering and extending the duration of our debt,
and further expanding our unencumbered asset base.

In March 2017, the Operating Partnership issued $400.0 million aggregate principal amount of 3.90%

Senior Notes due 2027 (the “2027 Notes”), the proceeds of which were utilized to repay outstanding
indebtedness, including borrowings under the Unsecured Credit Facility and for general corporate
purposes. The 2027 Notes bear interest at a rate of 3.90% per annum, payable semi-annually on
September 15 and March 15 of each year, commencing September 15, 2017. The 2027 Notes will mature on
March 15, 2027.

In June 2017, the Operating Partnership issued $500.0 million aggregate principal amount of 3.65%

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

In July 2017, the Operating Partnership entered into a $300.0 million variable rate unsecured term loan

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

35

During the year ended December 31, 2017, we repaid a total of $815.0 million of unsecured term loan

debt under our Unsecured Credit Facility and $389.1 million of secured loans, resulting in a $0.5 million
gain on extinguishment of debt, net. These repayments were funded primarily with proceeds from the
issuance of the 2027 Notes and 2024 Notes and the execution of the $300 Million Term Loan.

In December 2017, the Board of Directors authorized a share repurchase program for up to

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

In connection with our 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, evaluating sources and uses of capital and operating
fundamentals among other things. We generally intend to maintain a conservative dividend payout ratio,
reserving such amounts as the Board of Directors considers necessary for reinvestment in our Portfolio,
debt reduction, acquisitions of new properties, share repurchases, other investments as suitable
opportunities arise, and such other factors as the Board of Directors considers appropriate. Cash dividends
paid to common stockholders and OP Unitholders for the year ended December 31, 2017 and 2016 were
$317.5 million and $298.8 million, respectively. Our Board of Directors declared a quarterly cash dividend
of $0.275 per common share in October 2017 for the fourth quarter of 2017. The dividend was paid on
January 16, 2018 to shareholders of record on January 4, 2018. Our Board of Directors declared a quarterly
cash dividend of $0.275 per common share in February 2018 for the first quarter of 2018. The dividend is
payable on April 16, 2018 to shareholders of record on April 5, 2018.

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

Brixmor Property Group Inc.

Cash flows provided by operating activities . . . . . . . .
Cash flows used in investing activities . . . . . . . . . . . .
Cash flows used in financing activities . . . . . . . . . . .

Brixmor Operating Partnership LP

Cash flows provided by operating activities . . . . . . . .
Cash flows used in investing activities . . . . . . . . . . . .
Cash flows used in financing activities . . . . . . . . . . .

Year Ended December 31,

2017
$ 551,941
(52,874)
(491,159)

2016
$ 567,467
(141,881)
(433,707)

2015
$ 523,998
(190,743)
(336,024)

Year Ended December 31,

2017
$ 551,941
(52,872)
(491,157)

2016
$ 567,467
(141,873)
(433,727)

2015
$ 523,998
(190,740)
(335,904)

Cash, cash equivalents and restricted cash for BPG were $110.8 million and $102.9 million as of

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

Operating Activities

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

During the year ended December 31, 2017, our net cash flow provided by operating activities decreased

$15.5 million as compared to the corresponding period in 2016. The decrease is primarily due to (i) a
decrease in net working capital, (ii) a decrease in lease settlement income, and (iii) an increase in cash
outflows for general and administrative expense, partially offset by (iv) an increase in net operating income
and (v) a decrease in cash outflows for interest expense.

36

Investing Activities

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

and investments in our shopping centers, including capital expenditures associated with leasing and
redevelopment efforts and our acquisition and disposition programs. Capital used to fund these activities,
and the source thereof, can vary significantly from period to period based on the volume and timing of
these activities.

During the year ended December 31, 2017, our net cash flow used in investing activities decreased

$89.0 million as compared to the corresponding period in 2016. The decrease was primarily due to (i) an
increase of $240.2 million in proceeds from sales of real estate assets and unconsolidated joint venture
interest, partially offset by (ii) an increase of $143.7 million in acquisitions of real estate assets, and (iii) an
increase of $10.4 million in improvements to and investments in real estate assets.

Improvements to and investments in real estate assets

During the year ended December 31, 2017 and 2016, we expended $202.9 million and $192.4 million,

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

Maintenance capital expenditures represent costs to fund major replacements and betterments to our

properties. Leasing related capital expenditures represent tenant specific costs incurred to lease space
including tenant improvements and tenant allowances. In addition, we evaluate our Portfolio on an
ongoing basis to identify value-enhancing anchor space repositioning, redevelopment and development
opportunities. Such initiatives are tenant driven and focus on upgrading our centers with strong,
best-in-class retailers and enhancing the overall merchandise mix and tenant quality of our Portfolio. As of
December 31, 2017, we had 47 projects in process with an aggregate anticipated cost of $294.9 million, of
which $112.1 million has been incurred to date.

Acquisitions of and proceeds from sales of real estate assets

We continue to evaluate the market for available properties and may acquire shopping centers when we
believe strategic opportunities exist, particularly where we can enhance our concentration in attractive retail
submarkets and the long-term growth rate of our Portfolio. During the year ended December 31, 2017, we
acquired four shopping centers, one building, two outparcel buildings and two outparcels for an aggregate
purchase price, including transaction costs, of $190.5 million.

We may also dispose of properties when we feel growth has been maximized or the assets are no longer
a strategic fit for our Portfolio. During the year ended December 31, 2017, we disposed of 29 wholly owned
shopping centers and two outparcel buildings for net proceeds of $330.8 million. In addition, during the
year ended December 31, 2017, we disposed of our sole unconsolidated joint venture interest for net
proceeds of $12.4 million.

Financing Activities

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

debt and equity securities, as well as principal and other payments associated with our outstanding
indebtedness.

During the year ended December 31, 2017, our net cash used in financing activities increased
$57.5 million as compared to the corresponding period in 2016. The increase was primarily due to (i) a
$38.8 million increase in debt repayments, net of borrowings, (ii) an increase of $19.2 million in
distributions to common stock holders, partners and non-controlling interests, and (iii) an increase of
$5.9 million in repurchases of common stock, partially offset by (iv) a decrease of $6.5 million in deferred
financing costs.

Contractual Obligations

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

unsecured credit facilities, with maturities ranging from one year to 12 years, in addition to non-cancelable
operating leases pertaining to shopping centers where we are the lessee and to our corporate offices.

37

The following table summarizes our debt maturities (excluding extension options), interest payment
obligations (excluding debt premiums and discounts and deferred financing costs) and obligations under
non-cancelable operating leases (excluding extension options) as of December 31, 2017:

Contractual
Obligations
(in thousands)

Payment due by period

2018

2019

2020

2021

2022

Thereafter

Total

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

$203,118
215,686

$618,679
201,526

$672,695
187,060

$686,225
140,010

$500,000 $3,025,453 $5,706,170
1,165,832
289,559
131,991

7,092

7,010

7,027

7,231

7,215

71,860

107,435

Total . . . . . . . . . . . .

$425,896

$827,215

$866,782

$833,466

$639,206 $3,386,872 $6,979,437

(1) Debt includes scheduled principal amortization and maturities for secured loans, unsecured credit

facilities and unsecured notes payable.

(2) As of December 31, 2017, we incur variable rate interest on (i) $185.0 million of a term loan under our

Unsecured Credit Facility; (ii) a $500.0 million term loan under our Unsecured Credit Facility; (iii) a
$600.0 million term loan under our $600 Million Term Loan, and (iv) a $300 million term loan under
our $300 Million Term Loan. Additionally, we have in-place nine interest rate swap agreements with an
aggregate notional value of $1.4 billion, which effectively convert a portion of the variable interest
payments to fixed interest payments. For a further discussion of these and other factors that could
impact interest payments please see Item 7A. “Quantitative and Qualitative Disclosures.” Interest
payments for these variable rate loans are presented using rates (including the impact of interest rate
swaps) as of December 31, 2017.

Non-GAAP Disclosures

We present the non-GAAP performance measures set forth below. These measures should not be
considered as alternatives to, or more meaningful than, net income (presented in accordance with GAAP)
or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or
more meaningful than, cash flow from operating activities (presented in accordance with GAAP) as a
measure of liquidity. Non-GAAP performance measures have limitations as they do not include all items of
income and expense that affect operations, and accordingly, should always be considered as supplemental
financial results to those presented in accordance with GAAP. Our computation of these non-GAAP
measures 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 these non-GAAP measures are relevant to understanding and addressing financial
performance.

Funds From Operations

NAREIT FFO is a supplemental non-GAAP performance 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) presented 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 unconsolidated joint ventures calculated to reflect FFO on the
same basis.

We believe NAREIT FFO assists investors in analyzing our comparative operating and financial
performance because, by excluding gains and losses related to dispositions of previously depreciated
operating properties, real estate-related depreciation and amortization of continuing operations,
impairment of operating properties and real estate equity investments, extraordinary items, and after
adjustments for joint ventures calculated to reflect FFO on the same basis, investors can compare the
operating performance of a company’s real estate between periods.

38

Our reconciliation of BPG’s net income to NAREIT FFO for the years ended December 31, 2017,

2016 and 2015 is as follows (in thousands, except per share amounts):

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties . . . . . . . . . . . . . .
Gain on disposition of unconsolidated joint venture interest
. .
Depreciation and amortization – real estate related –

Year Ended December 31,

2017
$300,369
(68,847)
(4,556)

2016
$278,142
(35,613)
—

2015
$197,536
(11,744)
—

continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .

371,255

384,187

413,470

Depreciation and amortization – real estate

related – unconsolidated joint venture . . . . . . . . . . . . . . . .
Impairment of operating properties
. . . . . . . . . . . . . . . . . . .
NAREIT FFO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56
40,104
$638,381

88
5,154
$631,958

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

$

2.09

$

2.07

85
807
$600,154

$

1.97

Weighted average shares/OP Units outstanding – basic and

diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

305,281

305,059

305,023

(1) Basic and diluted shares/OP Units outstanding reflects an assumed conversion of vested OP Units to

common stock of the Company and the vesting of certain equity awards.

Same Property Net Operating Income

Same Property Net Operating Income (“NOI”) is a supplemental, non-GAAP performance measure
utilized to evaluate the operating performance of real estate companies. Same property NOI is calculated
(using properties owned for the entirety of both periods and excluding properties under development), as
total property revenues (base rent, ancillary and other, expense reimbursements, and percentage rents) less
direct property operating expenses (operating costs, real estate taxes and provision for doubtful accounts).
Same property NOI excludes corporate level income (including management, transaction, and other fees),
lease termination fees, straight-line rental income, amortization of above- and below-market rent and tenant
inducements, straight-line ground rent expense, and income/expense associated with the Company’s captive
insurance company.

We believe Same Property NOI assists investors in analyzing our comparative operating and financial
performance because it eliminates disparities in NOI due to the acquisition, disposition or stabilization of
development properties during the period presented, and therefore provides a more consistent metric for
comparing the operating performance of a company’s real estate between periods.

39

Comparison of the Year Ended December 31, 2017 to the Year Ended December 31, 2016

Year Ended December 31,

2017

2016

Number of properties
. . . . . . . . . . . . . . . . . . . . . .
Percent billed . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Percent leased . . . . . . . . . . . . . . . . . . . . . . . . . . . .

479
90.3%
92.2%

479
90.7%
92.9%

Revenues

Base rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Ancillary and other
Expense reimbursements . . . . . . . . . . . . . . . . . . .
Percentage rents . . . . . . . . . . . . . . . . . . . . . . . . .

Operating expenses

Operating costs . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for doubtful accounts . . . . . . . . . . . . . .

Same property NOI . . . . . . . . . . . . . . . . . . . . . . . .

$ 895,447
15,804
268,690
7,023
1,186,964

$ 877,117
15,599
259,261
5,711
1,157,688

(134,172)
(172,644)
(4,809)
(311,625)
$ 875,339

(128,027)
(167,796)
(8,780)
(304,603)
$ 853,085

NOI margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expense recovery ratio . . . . . . . . . . . . . . . . . . . . . .

73.7%
87.6%

73.7%
87.6%

Change
—
(0.4)%
(0.7)%

$18,330
205
9,429
1,312
29,276

(6,145)
(4,848)
3,971
(7,022)
$22,254

The following table provides a reconciliation of Net income attributable to common stockholders to

Same Property NOI for the periods presented (in thousands):

Year Ended December 31,

2017

2016

Net income attributable to common stockholders . . . . . . . . . . . . .

$300,254

$275,478

Adjustments:

Non-same property NOI . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease termination fees
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Straight-line rental income, net . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of above- and below-market rent and tenant

inducements, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fee income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Straight-line ground rent expense . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of real estate assets . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in income of unconsolidated joint venture . . . . . . . . . . . .
Gain on disposition of unconsolidated joint venture interest . . . .
Net income attributable to non-controlling interests . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock dividends

(34,705)
(6,542)
(18,451)

(27,445)
(320)
134
375,028
40,104
92,247
159,857
(381)
(4,556)
76
39

(41,320)
(12,920)
(14,444)

(36,719)
(1,221)
1,035
387,302
5,154
92,248
196,305
(477)
—
2,514
150

Same property NOI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$875,339

$853,085

40

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.

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

The Company commences recognizing rental revenue based on an evaluation of a number of factors.
In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the
physical use of the leased asset.

Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee.
These percentage rents are recognized upon the achievement of certain pre-determined sales levels. Leases
also typically provide for reimbursement of common area expenses, real estate taxes and other operating
expenses by the lessee and are recognized in the period the applicable expenditures are incurred.

Gains from the sale of depreciated operating properties are generally recognized under the full accrual
method, provided that various criteria relating to the terms of the sale and subsequent involvement by the
Company with the applicable property are met.

The Company periodically evaluates the collectability of its receivables related to rental revenue,

straight-line rent, expense reimbursements and those attributable to other revenue generating activities.
The Company analyzes 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 Company’s Consolidated Balance Sheets at historical cost, less

accumulated depreciation and amortization. Upon acquisition of real estate operating properties,
management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant
improvements), 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 value of tangible assets is determined as if the acquired property is vacant. Fair value is
determined using an exit price approach, which contemplates the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date.

In allocating fair value to identifiable intangible assets and liabilities of an acquired operating property,

the value of above-market and below-market leases is estimated based on the present value (using a
discount rate reflecting the risks associated with 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, which includes renewal
periods with fixed rental terms that are considered to be below-market. 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.

41

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 property operating costs, insurance, real
estate taxes and estimates of lost rentals at market rates. Costs to execute similar leases include leasing
commissions and legal costs to the extent that such costs are not already incurred with a new lease that has
been negotiated in connection with the purchase of a property. The values assigned to in-place leases and
tenant relationships are amortized to Depreciation and amortization expense over the remaining term of
each lease.

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

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

Building and building and land improvements . . . . . .

20 – 40 years

Furniture, fixtures, and equipment . . . . . . . . . . . . . .

5 – 10 years

Tenant improvements . . . . . . . . . . . . . . . . . . . . . . . The shorter of the term of the related

lease or useful life

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

When a real estate asset is identified by management as held-for-sale, the Company discontinues
depreciation and estimates its sales price, net of estimated selling costs. If the estimated net sales price of an
asset is less than its net carrying value, a loss is recognized to reflect the estimated fair value. Properties
classified as real estate held-for-sale generally represent properties that are under contract for sale and are
expected to close within 12 months.

On a periodic basis, management assesses whether there are indicators, including property operating
performance, changes in anticipated holding period and general market conditions, 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 trends and prospects and the effects of demand, competition
and other economic factors. Changes in any estimates and/or assumptions, including the anticipated
holding period, could have a material impact on the projected operating cash flows. If management
determines that the carrying value of a real estate asset is impaired, a loss is recognized for the excess of its
carrying amount over its fair value.

In situations in which a lease or leases with a tenant have been, or are expected to be, terminated early,

the Company evaluates the remaining useful lives of depreciable or amortizable assets 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 accelerate the depreciation and amortization
associated with the asset group.

Stock Based Compensation

The Company accounts for equity awards in accordance with the FASB’s Stock Compensation
guidance which requires that all share based payments to employees and non-employee directors be
recognized in the statement of operations over the service period based on their fair value. Fair value is
determined based on the type of award using either the grant date market price of the Company’s stock, the
Black-Scholes-Merton option-pricing model or a Monte Carlo simulation model. Share-based
compensation expense is included in General and administrative expenses in the Company’s Consolidated
Statements of Operations.

42

Inflation

Inflation has been historically low and has had a minimal impact on the operating performance of our

shopping centers; however, inflation may increase in the future. Most of our long-term leases contain
provisions designed to mitigate the adverse impact of inflation, including requirements for tenants to pay
their share of operating costs, including common area expenses, real estate taxes and insurance, thereby
reducing our exposure to increases in property-level costs resulting from inflation. In addition, we believe
that many of our existing rental rates are below current market levels for comparable space and that upon
renewal or re-leasing, such rates may be increased to be consistent with, or closer to, current market rates.
In addition, with respect to our outstanding indebtedness, we periodically evaluate our exposure to interest
rate fluctuations, and may enter into interest rate protection agreements which mitigate, but do not
eliminate, the impact of changes in interest rates on our variable rate loans.

Off-Balance Sheet Arrangements

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

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We may be exposed to interest rate changes primarily as a result of long-term debt used to fund
operations and capital expenditures. Our objective in using interest rate derivatives is to add stability to
interest expense and to manage our exposure to interest rate movements. To achieve our objectives we
borrow primarily at fixed rates or variable rates with the lowest spreads available.

With regard to variable rate financing, we assess interest rate risk by continually identifying and
monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by
evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate
cash flow risk attributable to both our outstanding 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 derivative financial instruments to hedge exposures to changes in interest rates. To the
extent we do, we are exposed to market and credit risk. Market risk is the adverse effect on the value of the
financial instrument that results from a change in interest rates. The market risk associated with derivative
instruments is managed by establishing and monitoring parameters that limit the types and degree of
market risk that may be undertaken. Credit risk is the failure of the counterparty to perform under the
terms of the derivative contract. When the fair value derivative contract is positive, the counterparty owes
us, which creates credit risk to us. The credit risk associated with derivative instruments is managed by
entering into transactions with highly-rated counterparties.

As of December 31, 2017, we had $1.6 billion of outstanding variable rate borrowings under our
Unsecured Credit Facility, $600 Million Term Loan and $300 Million Term Loan which bore interest at a
rate equal to LIBOR plus a spread of 1.35%, 1.40% and 1.90%, respectively. We have interest rate swap
agreements on $1.4 billion of our variable rate borrowings, which effectively convert the base rate on the
borrowings from variable to fixed. If market rates of interest on our variable rate debt increased by 100
basis points, the increase in annual interest expense on our variable rate debt would decrease future earnings
and cash flows by approximately $1.9 million (after taking into account the impact of the $1.4 billion of
interest rate swap agreements). If market rates of interest on our variable rate debt decreased by 100 basis
points, the decrease in annual interest expense on our variable rate debt would increase future earnings and
cash flows by approximately $1.9 million (after taking into account the impact of the $1.4 billion of interest
rate swap agreements).

43

The table below presents the maturity profile, weighted average interest rates and fair value of total
debt as of December 31, 2017. The table has limited predictive value as average interest rates for variable
rate debt included in the table represent rates that existed as of December 31, 2017 and are subject to
change. Further, the table below incorporates only those exposures that exist as of December 31, 2017 and
does not consider exposures or positions that may have arisen or expired after that date. As a result, our
ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that
arise during the period, our hedging strategies at that time, and actual interest rates.

(dollars in thousands)

2018

2019

2020

2021

2022

Thereafter

Total

Fair Value

Secured Debt

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

$ 18,118

$ 18,679

$672,695

$186,225

$

— $

7,000

$ 902,717

$ 963,702

Weighted average interest

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

Unsecured Debt

6.16%

6.16%

6.17%

4.40%

4.40%

4.40%

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

$

— $

— $

— $

— $500,000

$2,718,453

$3,218,453

$3,224,877

Weighted average interest

rate(1) . . . . . . . . . . . .
Variable rate(2) (3) . . . . . . .

Weighted average interest

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

3.81%

3.81%

3.81%

3.81%

3.79%

3.79%

$185,000

$600,000

$

— $500,000

$

— $ 300,000

$1,585,000

$1,586,206

2.50%

2.68%

2.68%

3.05%

3.05%

3.05%

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

repayment of debt on its scheduled maturity date.

(2) Our variable rate debt is based on a credit rating grid. The credit rating grid and all-in-rate on

outstanding variable rate debt as of December 31, 2017 is as follows:

As of December 31, 2017

LIBOR Rate Loans

Base Rate Loans

LIBOR
Rate

Credit
Spread

All-in-
Rate

Credit
Spread

Facility Fee

Credit
Spread

Facility Fee

Credit Spread Grid

Variable Rate Debt

Unsecured Credit Facility

(term loans) . . . . . . . . . . .

1.38% 1.35% 2.73% 0.90% – 1.75%

N/A

0.00% – 0.75%

N/A

Unsecured Credit Facility
(Revolving Facility)

. . . . . .
$600 Million Term Loan . . . . .
$300 Million Term Loan . . . . .

1.50% 1.20% 2.70% 0.88% – 1.55% 0.13% – 0.30% 0.00% – 0.55% 0.13% – 0.30%
1.38% 1.40% 2.78% 0.95% – 1.95%
1.36% 1.90% 3.26% 1.50% – 2.45%

0.00% – 0.95%
0.50% – 1.45%

N/A
N/A

N/A
N/A

(3) The Company has in place nine interest rate swaps agreements that convert the variable interest rates
on portions of our variable rate debt to fixed rates. The balances subject to interest rates swaps as of
December 31, 2017 are as follows (dollars in thousands):

Variable Rate Debt
Unsecured Credit Facility (term loans) . . . . . . . . . . . . .
$600 Million Term Loan . . . . . . . . . . . . . . . . . . . . . . .
$300 Million Term Loan . . . . . . . . . . . . . . . . . . . . . . .

Amount
$685,000
$600,000
$115,000

As of December 31, 2017

Weighted
Average Fixed
LIBOR Rate
1.03%
0.86%
0.82%

Credit
Swapped
All-in-Rate
Spread
1.35% 2.38%
1.40% 2.26%
1.90% 2.72%

44

Item 8. Financial Statements and Supplementary Data

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

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Controls and Procedures (Brixmor Property Group Inc.)

Evaluation of Disclosure Controls and Procedures

BPG maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and

15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed
in its reports under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is accumulated and
communicated to our management, including our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required disclosures. BPG’s management, with the
participation of its principal executive officer and principal financial officer, has evaluated the effectiveness
of the design and operation of its disclosure controls and procedures as of the end of the period covered by
this report. Based on this evaluation BPG’s principal executive officer, James M. Taylor, and principal
financial officer, Angela Aman, concluded that BPG’s disclosure controls and procedures were effective as
of December 31, 2017.

Management’s Report on Internal Control Over Financial Reporting

BPG’s management is responsible for establishing and maintaining adequate internal control over

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

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even

those systems determined to be effective can provide only reasonable assurance and may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of its management, including its Chief Executive
Officer and 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 its internal control over financial
reporting was effective as of December 31, 2017.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report,

included herein, on the effectiveness of BPG’s internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in BPG’s internal control over financial reporting (as defined in

Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2017
that have materially affected, or that are reasonably likely to materially affect, BPG’s internal control over
financial reporting.

45

Controls and Procedures (Brixmor Operating Partnership LP)

Evaluation of Disclosure Controls and Procedures

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

Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information
required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required disclosures. The Operating
Partnership’s management, with the participation of its principal executive officer and principal financial
officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures
as of the end of the period covered by this report. Based on this evaluation the Operating Partnership’s
principal executive officer, James M. Taylor, and principal financial officer, Angela Aman, concluded that
the Operating Partnership’s disclosure controls and procedures were effective as of December 31, 2017.

Management’s Report on Internal Control Over Financial Reporting

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

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even

those systems determined to be effective can provide only reasonable assurance and may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of its management, including its Chief Executive
Officer and 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 (“COSO”) of the Treadway
Commission. Based on its assessment and those criteria, the Operating Partnership’s management
concluded that its internal control over financial reporting was effective as of December 31, 2017.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued a report,

included herein, on the effectiveness of the Operating Partnership’s internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in the Operating Partnership’s internal control over financial reporting

(as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended
December 31, 2017 that have materially affected, or that are reasonably likely to materially affect, the
Operating Partnership’s internal control over financial reporting.

Item 9B. Other Information

None.

46

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by Item 10 will be included in the definitive proxy statement relating to the
2018 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018 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 2017 fiscal
year covered by this Form 10-K.

Item 11.

Executive Compensation

The information required by Item 11 will be included in the definitive proxy statement relating to the
2018 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018 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 2017 fiscal
year covered by this Form 10-K.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

The information required by Item 12 will be included in the definitive proxy statement relating to the
2018 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018 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 2017 fiscal
year covered by this Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 will be included in the definitive proxy statement relating to the
2018 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018 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 2017 fiscal
year covered by this Form 10-K.

Item 14.

Principal Accountant Fees and Services

The information required by Item 14 will be included in the definitive proxy statement relating to the
2018 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on May 8, 2018 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 2017 fiscal
year covered by this Form 10-K.

47

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 Firm . . . . . . . . . . . . . . . . . . . . . . .

F-2

Brixmor Property Group Inc.:

Consolidated Balance Sheets as of December 31, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . .

F-6

Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Comprehensive Income for the years ended December 31, 2017,
2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statement of Changes in Equity for the years ended December 31, 2017, 2016
and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017,
2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Changes in Capital for the years ended December 31, 2017, 2016
and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-7

F-8

F-9

F-10

F-11

F-12

F-13

F-14

F-15
F-16

2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

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

F-42
F-43

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

48

(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

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

Amended and Restated Bylaws of Brixmor
Property Group Inc., dated as of February 28,
2017

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.

Third Supplemental Indenture, dated June 13,
2016, among Brixmor Operating Partnership
LP, as issuer, and The Bank of New York
Mellon, as trustee.

Fourth Supplemental Indenture, dated
August 24, 2016, among Brixmor Operating
Partnership LP, as issuer, and The Bank of
New York Mellon, as trustee.

Incorporated by Reference

File No.

Date of
Filing

Exhibit
Number

Filed
Herewith

Form

8-K

001-36160

11/4/2013

8-K

001-36160

3/3/2017

3.1

3.1

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

8-K

00-36160

6/13/2016

4.2

8-K

00-36160

8/24/2016

4.2

49

Exhibit
Number

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

10.1

10.2

Exhibit Description

Fifth Supplemental Indenture, dated March 8,
2017, among Brixmor Operating Partnership
LP, as issuer, and The Bank of New York
Mellon, as trustee.

Sixth Supplemental Indenture, dated June 5,
2017, 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

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

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

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

Successor Supplemental Indenture to the 1999
Indenture, dated as of April 20, 2007, by and
among Super IntermediateCo LLC, New
Plan Realty Trust, LLC and U.S. Bank Trust
National Association

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

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

Incorporated by Reference

File No.

Date of
Filing

Exhibit
Number

Filed
Herewith

00-36160

3/8/2017

4.2

Form

8-K

8-K

00-36160

6/5/2017

4.2

S-3

33-61383

7/28/1995

4.2

10-Q

001-12244

11/12/1999

10.2

10-Q

001-12244

8/9/2007

4.2

S-11

333-190002

8/23/2013

4.4

8-K

001-36160

10/17/2014

4.1

8-K

001-12244

2/3/1999

4.1

10-Q

001-12244

8/9/2007

4.3

8-K

001-36160

3/18/2014

10.1

8-K

001-36160

2/9/2015

10.2

50

Exhibit
Number

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10*

10.11*

10.12*

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 Steven
F. Siegel

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

8/23/2013

10.13

S-11

333-190002

8/23/2013

10.14

S-11

333-190002

8/23/2013

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

10.23

10.13*

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

S-11

333-190002

10/4/2013

10.26

51

Exhibit
Number

10.14*

10.15*

10.16*

10.17*

10.18*

10.19*

10.20

10.21

10.22

12.1

21.1

21.1

23.1

23.2

31.1

31.2

Exhibit Description

Form of Director Restricted Stock Award
Agreement

Form of Restricted Stock Unit Agreement

Employment Agreement, dated April 12, 2016
by and between Brixmor Property Group Inc.
and James M. Taylor

Employment Agreement, dated April 26, 2016,
by and between Brixmor Property Group Inc.
and Angela Aman

Employment Agreement, dated May 11, 2016
by and between Brixmor Property Group Inc.
and Mark T. Horgan

Employment Agreement, dated December 5,
2014 by and between Brixmor Property Group
Inc. and Brian T. Finnegan

Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of July 25,
2016, among Brixmor Operating Partnership
LP, as borrower, JPMorgan Chase Bank, N.A.,
as administrative agent, and the lenders party
thereto.

Amendment No. 2 to Term Loan Agreement,
dated as of July 25, 2016, among Brixmor
Operating Partnership LP, as borrower,
JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders party
thereto.

Term Loan Agreement, dated as of July 28,
2017, among Brixmor Operating Partnership
LP, as borrower, Wells Fargo Bank, National
Association, as administrative agent, and the
lenders party thereto.

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 Deloitte & Touche LLP for
Brixmor Operating Partnership LP

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

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

Incorporated by Reference

File No.

Date of
Filing

Exhibit
Number

Filed
Herewith

333-190002

10/4/2013

10.30

001-36160

001-36160

4/26/2016

7/25/2016

10.6

10.1

Form

S-11

10-Q

10-Q

10-Q

001-36160

7/25/2016

10.2

10-K

001-36160

2/13/2017

10.22

10-K

001-36160

2/13/2017

10.23

10-Q

001-36160

7/25/2016

10.5

10-Q

001-36160

7/25/2016

10.6

8-K

001-36160

7/31/2017

10.1

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

x

x

x

x

x

x

x

52

x

x

x

x

x

x

x

x

x

x

x

Exhibit
Number

31.3

31.4

32.1

32.2

Exhibit Description

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

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

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

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

Incorporated by Reference

Form

—

File No.

—

Date of
Filing

—

Exhibit
Number

Filed
Herewith

—

—

—

—

—

—

—

—

—

—

—

—

—

99.1

Property List

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

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

*

Indicates management contract or compensatory plan or arrangement.

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

Item 16.

Form 10-K Summary

None.

53

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 12, 2018

Date: February 12, 2018

BRIXMOR PROPERTY GROUP INC.

By: /s/ James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer)

BRIXMOR OPERATING PARTNERSHIP LP

By: /s/ James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: February 12, 2018

Date: February 12, 2018

Date: February 12, 2018

Date: February 12, 2018

Date: February 12, 2018

Date: February 12, 2018

Date: February 12, 2018

By: /s/ James M. Taylor
James M. Taylor
Chief Executive Officer and President
(Principal Executive Officer, Director, Sole
Director of Sole Member of General Partner of
Operating Partnership)

By: /s/ Angela Aman
Angela Aman
Chief Financial Officer
(Principal Financial Officer)

By: /s/ Steven Gallagher
Steven Gallagher
Chief Accounting Officer
(Principal Accounting Officer)

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

By: /s/ Michael Berman
Michael Berman
Director

By: /s/ Sheryl M. Crosland
Sheryl M. Crosland
Director

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

54

Date: February 12, 2018

Date: February 12, 2018

Date: February 12, 2018

By: /s/ Daniel B. Hurwitz
Daniel B. Hurwitz
Director

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

By: /s/ Gabrielle Sulzberger
Gabrielle Sulzberger
Director

55

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES

Form
10-K
Page

1 CONSOLIDATED STATEMENTS

Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . .

F-2

Brixmor Property Group Inc.:

Consolidated Balance Sheets as of December 31, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . .

F-6

Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Comprehensive Income for the years ended December 31, 2017,
2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016
and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Brixmor Operating Partnership LP:
Consolidated Balance Sheets as of December 31, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017,
2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Changes in Capital for the years ended December 31, 2017, 2016
and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-7

F-8

F-9

F-10

F-11

F-12

F-13

F-14

F-15
F-16

2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES

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

F-42
F-43

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

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

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

Subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of
operations, comprehensive income, changes in equity, and cash flows for each of the three years in the
period ended December 31, 2017, and the related notes and schedules listed in the Index at Item 15
(collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016,
and the results of their operations and their cash flows for each of the three years in the period ended
December 31, 2017, in conformity with accounting principles generally accepted in the United States of
America.

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

Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of
December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
February 12, 2018, expressed an unqualified opinion on the Company’s internal control over financial
reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility

is to express an opinion on the Company’s financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

New York, New York
February 12, 2018

We have served as the Company’s auditor since 2015.

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Brixmor Property Group Inc. and

Subsidiaries (the “Company”) as of December 31, 2017, based on criteria established in Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2017, based on criteria established in Internal
Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2017,
of the Company and our report dated February 12, 2018, expressed an unqualified opinion on those
financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting, included in
the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the Company’s internal control over financial reporting based on our audit. We
are a public accounting firm registered with the PCAOB and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

New York, New York
February 12, 2018

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP
and Subsidiaries (the “Operating Partnership”) as of December 31, 2017 and 2016, the related consolidated
statements of operations, comprehensive income, changes in capital, and cash flows for each of the
three years in the period ended December 31, 2017, and the related notes and schedules listed in the Index
at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Operating Partnership as of
December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2017, in conformity with accounting principles generally
accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the Operating Partnership’s internal control over financial reporting as of
December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
February 12, 2018, expressed an unqualified opinion on the Operating Partnership’s internal control over
financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Operating Partnership’s management. Our
responsibility is to express an opinion on the Operating Partnership’s financial statements based on our
audits. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

New York, New York
February 12, 2018

We have served as the Operating Partnership’s auditor since 2015.

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Brixmor Operating Partnership LP
and Subsidiaries (the “Operating Partnership”) as of December 31, 2017, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). In our opinion, the Operating Partnership maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2017, based on criteria
established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2017,
of the Operating Partnership and our report dated February 12, 2018, expressed an unqualified opinion on
those financial statements.

Basis for Opinion

The Operating Partnership’s management is responsible for maintaining effective internal control over

financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Operating Partnership’s internal control over financial
reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required
to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

New York, New York
February 12, 2018

F-5

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)

December 31,
2017

December 31,
2016

Assets

Real estate

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,984,309

$ 2,006,655

Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,937,182

9,002,403

10,921,491

11,009,058

Accumulated depreciation and amortization . . . . . . . . . . . . . . . .

(2,361,070)

(2,167,054)

Real estate, net

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

8,560,421

8,842,004

Investments in and advances to unconsolidated joint venture . . . . . .

Cash and cash equivalents

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

Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowance for doubtful accounts of $17,205 and

$16,756 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred charges and prepaid expenses, net . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets

—

56,938

53,839

28,006

232,111
147,508
75,103

7,921

51,402

51,467

25,573

178,216
122,787
40,315

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,153,926

$ 9,319,685

Liabilities

Debt obligations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and other liabilities . . . . . . . . . .

$ 5,676,238
569,340

$ 5,838,889
553,636

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,245,578

6,392,525

Commitments and contingencies (Note 14)

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

—

—

Equity

Common stock, $0.01 par value; authorized 3,000,000,000 shares;
304,947,144 and 304,343,141 shares issued and 304,620,186 and
304,343,141 shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . .
Distributions in excess of net income . . . . . . . . . . . . . . . . . . . . . . .

3,046
3,330,466
24,211
(449,375)

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,908,348

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

3,043
3,324,874
21,519
(426,552)

2,922,884

4,276

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

2,908,348

2,927,160

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,153,926

$ 9,319,685

The accompanying notes are an integral part of these consolidated financial statements.
F-6

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

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

Year Ended December 31,

2017

2016

2015

Revenues

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

$ 997,089

$ 998,118

$ 984,548

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

278,636

270,548

276,032

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

7,455

7,106

5,400

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

1,283,180

1,275,772

1,265,980

Operating expenses

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

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

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

Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . .
Impairment of real estate assets . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . .

136,092

179,097

375,028

5,323
40,104
92,247

133,429

174,487

387,302

9,182
5,154
92,248

129,477

180,911

417,935

9,540
1,005
98,454

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

827,891

801,802

837,322

Other income (expense)

Dividends and interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of real estate assets . . . . . . . . . . . . . . . . . . . . . . .
Gain (loss) on extinguishment of debt, net
. . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

365
(226,660)
68,847
498
(2,907)

542
(226,671)
35,613
(832)
(4,957)

315
(245,012)
11,744
1,720
(348)

Total other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(159,857)

(196,305)

(231,581)

Income before equity in income of unconsolidated joint venture . .
Equity in income of unconsolidated joint venture . . . . . . . . . . . .
Gain on disposition of unconsolidated joint venture interest . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to non-controlling interests . . . . . . . . .

Net income attributable to Brixmor Property Group Inc. . . . . . . .

Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

295,432
381
4,556

300,369
(76)

300,293

(39)

277,665
477
—

278,142
(2,514)

275,628

(150)

197,077
459
—

197,536
(3,816)

193,720

(150)

Net income attributable to common stockholders . . . . . . . . . . . .

$ 300,254

$ 275,478

$ 193,570

Per common share:
Net income attributable to common stockholders:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

0.98

0.98

$

$

0.91

0.91

$

$

0.65

0.65

Weighted average shares:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

304,834

305,281

301,601

305,060

298,004

305,017

The accompanying notes are an integral part of these consolidated financial statements.
F-7

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

Year Ended December 31,

2017

2016

2015

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$300,369

$278,142

$197,536

Other comprehensive income (loss)

Change in unrealized gain on interest rate swaps, net (Note 6) . . . . . .

Change in unrealized loss on marketable securities . . . . . . . . . . . . . .

Total other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,815

(123)

2,692

24,042

(14)

24,028

1,986

(60)

1,926

Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

303,061

302,170

199,462

Comprehensive income attributable to non-controlling interests

. . . .

(76)

(2,514)

(3,816)

Comprehensive income attributable to common stockholders . . . . . . . .

$302,985

$299,656

$195,646

The accompanying notes are an integral part of these consolidated financial statements.
F-8

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except per share data)

Common Stock

Number Amount

Additional
Paid-in Capital

Accumulated
Other
Comprehensive
Income (Loss)

Distributions in
Excess of
Net Income

Non-controlling
Interests

Total

Beginning balance, January 1, 2015 . . . . . . 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

Common stock dividends ($0.995 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 . . . . . . . . . .

—

—

—

—

229

—

Conversion of Operating Partnership units

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

4,976

Shared-based awards retained for taxes . . . .

Net income . . . . . . . . . . . . . . . . . . . .

—

—

—

—

—

—

2

—

50

—

—

—

—

11,478

—

(1,395)

—

—

—

—

—

—

24,028

47,849

(3,304)

—

—

—

—

(301,235)

—

(301,235)

—

—

—

—

—

—

—

275,628

(2,403)

91

(150)

1,604

—

(47,899)

—

2,514

(2,403)

11,569

(150)

211

24,028

—

(3,304)

278,142

Ending balance, December 31, 2016 . . . . . . 304,343 $3,043

$3,324,874

$21,519

$(426,552)

$ 4,276

$2,927,160

Common stock dividends ($1.055 per

common share) . . . . . . . . . . . . . . . .

Equity based compensation expense . . . . . .

Preferred stock dividends . . . . . . . . . . . .

Other comprehensive income . . . . . . . . . .

—

—

—

—

Issuance of Common Stock and OP units . . .

201

Repurchases of common stock . . . . . . . . .

(327)

Share-based awards retained for taxes . . . . .

—

Conversion of Operating Partnership units

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

Net income . . . . . . . . . . . . . . . . . . . .

403

—

—

—

—

—

6

(3)

—

—

—

—

10,474

—

—

—

(5,869)

(2,714)

3,701

—

—

—

—

2,692

—

—

—

—

—

(322,475)

—

(641)

—

—

—

—

—

—

3

(648)

—

(6)

—

—

(322,475)

10,477

(1,289)

2,692

—

(5,872)

(2,714)

(3,701)

—

300,293

76

300,369

Ending balance, December 31, 2017 . . . . . . 304,620 $3,046

$3,330,466

$24,211

$(449,375)

$

— $2,908,348

The accompanying notes are an integral part of these consolidated financial statements.
F-9

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Year Ended December 31,
2016

2015

2017

Operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 300,369

$ 278,142

$

197,536

Adjustments to reconcile net income 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 . . . . . . . . . . . . . . . . . . . . . .
Provisions for impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of unconsolidated joint venture interest . . . . . . . . . . . . . . . . . . . .
Equity based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on extinguishment of debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Changes in operating assets and liabilities:

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
Contributions to unconsolidated joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of unconsolidated joint venture interest
. . . . . . . . . . . . . . . . . . . .
Purchase of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of marketable securities
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in investing activities

375,028
(5,323)
6,971
(29,634)
40,104
(68,847)
(4,556)
10,477
2,511
(505)

(26,458)
(53,316)
(3,575)
8,695
551,941

(202,873)
(190,487)
330,757
—
12,369
(28,263)
25,623
(52,874)

387,302
(12,436)
7,708
(37,730)
5,154
(35,613)
—
11,569
1,121
814

1,566
(33,819)
(644)
(5,667)
567,467

(192,428)
(46,833)
102,904
(2,846)
—
(46,325)
43,647
(141,881)

Financing activities:

Repayment of debt obligations and financing liabilities . . . . . . . . . . . . . . . . . . . . . . .
Repayment of borrowings under unsecured revolving credit facility . . . . . . . . . . . . . . . .
Proceeds from borrowings under unsecured revolving credit facility . . . . . . . . . . . . . . . .
Proceeds from unsecured term loans and notes
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of borrowings under unsecured term loan . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to non-controlling interests
Repurchase of common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common shares in conjunction with equity award plans . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at beginning of period . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . .

(409,575)
(603,000)
481,000
1,193,916
(815,000)
(11,135)
(317,389)
(1,390)
(5,872)
(2,714)
(491,159)
7,908
102,869
$ 110,777

(914,471)
(840,000)
546,000
1,094,648
—
(17,639)
(295,205)
(3,736)
—
(3,304)
(433,707)
(8,121)
110,990
$ 102,869

Reconciliation to consolidated balance sheets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . .

$

56,938
53,839
$ 110,777

$

51,402
51,467
$ 102,869

Supplemental disclosure of cash flow information:

Cash paid for interest, net of amount capitalized of $2,945, $2,870 and $2,749 . . . . . . . . . .
State and local taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 223,198
2,199

$ 228,378
2,067

417,935
(18,065)
8,302
(47,757)
1,005
(11,744)
—
23,331
358
(5,306)

1,829
(40,460)
(43)
(2,923)
523,998

(189,934)
(52,208)
54,236
—
—
(24,278)
21,441
(190,743)

(1,122,118)
(1,118,475)
1,015,000
1,195,821
—
(10,834)
(268,281)
(26,314)
—
(823)
(336,024)
(2,769)
113,759
110,990

$

$

$

$

69,528
41,462
110,990

244,067
2,278

Supplemental non-cash investing and/or financing activities:

Assumed mortgage debt through acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

7,000

The accompanying notes are an integral part of these consolidated financial statements.
F-10

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands, except unit information)

December 31,
2017

December 31,
2016

Assets

Real estate

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,984,309

$ 2,006,655

Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,937,182

9,002,403

10,921,491

11,009,058

Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . .

(2,361,070)

(2,167,054)

Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,560,421

8,842,004

Investments in and advances to unconsolidated joint ventures . . . . . . . . . . . . . .

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receivables, net of allowance for doubtful accounts of $17,205 and $16,756 . . . .
Deferred charges and prepaid expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

56,908

53,839

27,787
232,111
147,508
75,103

7,921

51,368

51,467

25,356
178,216
122,787
40,315

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,153,677

$ 9,319,434

Liabilities

Debt obligations, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . . . . .

$ 5,676,238
569,340

$ 5,838,889
553,636

Total liabilities

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

6,245,578

6,392,525

Commitments and contingencies (Notes 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

Capital

Partnership common units; 304,947,144 and 304,720,842 units issued and

304,620,186 and 304,720,842 units outstanding . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,883,875
24,224

2,905,378
21,531

Total capital

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

2,908,099

2,926,909

Total liabilities and capital

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

$ 9,153,677

$ 9,319,434

The accompanying notes are an integral part of these consolidated financial statements.
F-11

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

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

Year Ended December 31,

2017

2016

2015

Revenues

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

$ 997,089

$ 998,118

$ 984,548

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

278,636

270,548

276,032

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

7,455

7,106

5,400

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

1,283,180

1,275,772

1,265,980

Operating expenses

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

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

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

Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

136,092

179,097

375,028

5,323
40,104
92,247

133,429

174,487

387,302

9,182
5,154
92,248

129,477

180,911

417,935

9,540
1,005
98,454

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

827,891

801,802

837,322

Other income (expense)

Dividends and interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain (loss) on extinguishment of debt, net
. . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

365
(226,660)
68,847
498
(2,907)

542
(226,671)
35,613
(832)
(4,957)

315
(245,012)
11,744
1,720
(348)

Total other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(159,857)

(196,305)

(231,581)

Income before equity in income of unconsolidated joint venture . . . . . .
Equity in income of unconsolidated joint venture . . . . . . . . . . . . . . . .
Gain on disposition of unconsolidated joint venture interest . . . . . . . . .

295,432
381
4,556

277,665
477
—

197,077
459
—

Net income attributable to Brixmor Operating Partnership LP . . . . . . .

$ 300,369

$ 278,142

$ 197,536

Per common unit:
Net income attributable to partnership common units:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

0.98

0.98

$

$

0.91

0.91

$

$

0.65

0.65

Weighted average number of partnership common units:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

304,913

305,281

304,600

305,059

303,992

305,017

The accompanying notes are an integral part of these consolidated financial statements.
F-12

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

Year Ended December 31,

2017

2016

2015

Net income attributable to Brixmor Operating Partnership LP . . . . . . . . . . .

$300,369

$278,142

$197,536

Other comprehensive income (loss)

Change in unrealized gain on interest rate swaps, net (Note 6) . . . . . . . . . .

Change in unrealized gain (loss) on marketable securities . . . . . . . . . . . . .

Total other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,815

(122)

2,693

24,042

(16)

24,026

1,986

(56)

1,930

Comprehensive income attributable to Brixmor Operating Partnership LP . . .

$303,062

$302,168

$199,466

The accompanying notes are an integral part of these consolidated financial statements.
F-13

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(in thousands)

Partnership
Common Units

Accumulated
Other
Comprehensive
Income (Loss)

Total

Beginning balance, January 1, 2015 . . . . . . . . . . . . . . . . . . . . . . . . .

$2,984,381

$ (4,425)

$2,979,956

Distributions to partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(281,785)

Equity based compensation expense . . . . . . . . . . . . . . . . . . . . . . . .

23,331

Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Issuance of OP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share-based awards retained for taxes . . . . . . . . . . . . . . . . . . . . . . .

—

22

(920)

Net income attributable to Brixmor Operating Partnership LP . . . . . .

197,536

—

—

1,930

—

—

—

(281,785)

23,331

1,930

22

(920)

197,536

Ending balance, December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . .

$2,922,565

$ (2,495)

$2,920,070

Distributions to partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity based compensation expense . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of OP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based awards retained for taxes . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Brixmor Operating Partnership LP . . . . . .

(303,805)
11,569
—
211
(3,304)
278,142

—
—
24,026
—
—
—

(303,805)
11,569
24,026
211
(3,304)
278,142

Ending balance, December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . .

$2,905,378

$21,531

$2,926,909

Distributions to partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity based compensation expense . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchases of OP Units
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based awards retained for taxes . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Brixmor Operating Partnership LP . . . . . .

(323,763)
10,477
—
(5,872)
(2,714)
300,369

—
—
2,693
—
—
—

(323,763)
10,477
2,693
(5,872)
(2,714)
300,369

Ending balance, December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . .

$2,883,875

$24,224

$2,908,099

The accompanying notes are an integral part of these consolidated financial statements.
F-14

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Year Ended December 31,
2016

2015

2017

Operating activities:
Net income attributable to Brixmor Operating Partnership LP . . . . . . . . . . . . . . . . . . . . .

$ 300,369

$ 278,142

$

197,536

Adjustments to reconcile net income attributable to Brixmor Operating Partnership LP to net cash

provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt premium and discount amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing cost amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Above- and below-market lease intangible amortization . . . . . . . . . . . . . . . . . . . . . . .
Provisions for impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of operating properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on disposition of unconsolidated joint venture interest . . . . . . . . . . . . . . . . . . . . .
Equity based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on extinguishment of debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Changes in operating assets and liabilities:

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
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions to unconsolidated joint venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of unconsolidated joint venture interest
. . . . . . . . . . . . . . . . . . . . .
Purchase of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of marketable securities
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in investing activities

Financing activities:

375,028
(5,323)
6,971
(29,634)
40,104
(68,847)
(4,556)
10,477
2,511
(505)

(26,458)
(53,316)
(3,575)
8,695
551,941

(202,873)
(190,487)
330,757
—
12,369
(28,261)
25,623
(52,872)

387,302
(12,436)
7,708
(37,730)
5,154
(35,613)
—
11,569
1,121
814

1,566
(33,819)
(644)
(5,667)
567,467

(192,428)
(46,833)
102,904
(2,846)
—
(46,317)
43,647
(141,873)

417,935
(18,065)
8,302
(47,757)
1,005
(11,744)
—
23,331
358
(5,306)

1,829
(40,460)
(43)
(2,923)
523,998

(189,934)
(52,208)
54,236
—
—
(24,275)
21,441
(190,740)

Repayment of debt obligations and financing liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of borrowings under unsecured revolving credit facility . . . . . . . . . . . . . . . . .
Proceeds from borrowings under unsecured revolving credit facility . . . . . . . . . . . . . . . . .
Proceeds from unsecured term loan and notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of borrowings under unsecured term loan . . . . . . . . . . . . . . . . . . . . . . . .
Deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Partner distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to non-controlling interests
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at beginning of period . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . . .

(409,575)
(603,000)
481,000
1,193,916
(815,000)
(11,135)
(327,363)
—
(491,157)
7,912
102,835
$ 110,747

(914,471)
(840,000)
546,000
1,094,648
—
(17,639)
(302,265)
—
(433,727)
(8,133)
110,968
$ 102,835

(1,122,118)
(1,118,475)
1,015,000
1,195,821
—
(10,834)
(275,428)
(19,870)
(335,904)
(2,646)
113,614
110,968

$

Reconciliation to consolidated balance sheets:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . . .

$

56,908
53,839
$ 110,747

$

51,368
51,467
$ 102,835

Supplemental disclosure of cash flow information:

Cash paid for interest, net of amount capitalized of $2,945, $2,870 and $2,749 . . . . . . . . . . .
State and local taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 223,198
2,199

$ 228,378
2,067

$

$

$

69,506
41,462
110,968

244,067
2,278

Supplemental non-cash investing and/or financing activities:

Assumed mortgage debt through acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

7,000

The accompanying notes are an integral part of these consolidated financial statements.
F-15

BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, unless otherwise stated)

1. Nature of Business and Financial Statement Presentation

Description of Business

Brixmor Property Group Inc. and subsidiaries (collectively, the “Parent Company”) is an
internally-managed real estate investment trust (“REIT”). Brixmor Operating Partnership LP and
subsidiaries (collectively, the “Operating Partnership”) is the entity through which the Parent Company
conducts substantially all of its operations and owns substantially all of its assets. The Parent Company
owns 100% of the 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, disposition and
redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial
assets or liabilities other than through its investment in the Operating Partnership. The Parent Company,
the Operating Partnership and their controlled subsidiaries on a consolidated basis (collectively the
“Company” or “Brixmor”) believes it owns and operates one of the largest open air retail portfolios by
gross leasable area (“GLA”) in the United States, comprised primarily of community and neighborhood
shopping centers. As of December 31, 2017, the Company’s portfolio was comprised of 486 shopping
centers totaling approximately 83 million square feet of gross leasable area (the “Portfolio”). In addition,
the Company has one land parcel currently under development. The Company’s high quality national
Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas, and
our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as
consumer-oriented service providers.

The Company does not distinguish its principal business or group its operations on a geographical

basis for purposes of measuring performance. Accordingly, the Company has a single reportable segment
for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).

Basis of Presentation

The financial information included herein reflects the consolidated financial position of the Company

as of December 31, 2017 and 2016 and the consolidated results of its operations and cash flows for
the years ended December 31, 2017, 2016 and 2015. The Company has determined that it is preferable to
present underwriter fees associated with the Company’s issuance of unsecured senior notes in the line item
Deferred financing costs as opposed to deducting the amount of the fees within the line item Proceeds from
unsecured term loans and notes within financing activities in the accompanying Consolidated Statements of
Cash Flows. In connection with this revised presentation, certain prior year balances have been adjusted to
conform to the current year presentation described above.

Principles of Consolidation and Use of Estimates

The accompanying Consolidated Financial Statements include the accounts of the Parent Company,

the Operating Partnership, each of their wholly owned subsidiaries and all other entities in which they have
a controlling financial interest. The portions of consolidated entities not owned by the Parent Company
and the Operating Partnership are presented as non-controlling interests as of and during the periods
presented. All intercompany transactions have been eliminated.

When the Company obtains an economic interest in an entity, management evaluates the entity to
determine: (i) whether the entity is a variable interest entity (“VIE”), (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

F-16

interest under the equity method of accounting. Similarly, for those entities which are not VIEs and the
Company does not have a controlling financial interest, the Company accounts for its interests under the
equity method of accounting. The Company continually reconsiders its determination of whether an entity
is a VIE and whether the Company qualifies as its primary beneficiary. The Company has evaluated the
Operating Partnership and has determined it is not a VIE as of December 31, 2017.

GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses during a reporting period. The most significant assumptions and estimates relate
to impairment of real estate, recovery of receivables and depreciable lives. These estimates are based on
historical experience and other assumptions 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 new information becomes known. Actual results could differ from these
estimates.

Non-controlling Interests

The Company accounts for non-controlling interests in accordance with the Consolidation guidance

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

Cash and Cash Equivalents

For purposes of presentation on both the Consolidated Balance Sheets and the Consolidated

Statements of Cash Flows, the Company considers instruments with an original maturity of three months
or less to be cash and cash equivalents.

The Company maintains its cash and cash equivalents at major financial institutions. The cash and

cash equivalent balance at one or more of these financial institutions exceeds the Federal Depository
Insurance Corporation (FDIC) insurance coverage. The Company periodically assesses the credit risk
associated with these financial institutions and believes that the risk of loss is minimal.

Restricted Cash

Restricted cash represents cash deposited in escrow accounts, 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 and funds held in escrow for
pending transactions.

Real Estate

Real estate assets are recognized in the Company’s Consolidated Balance Sheets at historical cost, less

accumulated depreciation and amortization. Upon acquisition of real estate operating properties,
management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant
improvements), 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.
Transaction costs incurred during the acquisition process are capitalized as a component of the asset’s
value.

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

F-17

In allocating the fair value to identifiable intangible assets and liabilities of an acquired operating

property, the value of above-market and below-market leases is estimated based on the present value
(using a discount rate reflecting the risks associated with 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, which includes renewal periods with
fixed rental terms that are considered to be below-market. 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.

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 property operating costs, insurance, real
estate taxes and estimates of lost rentals at market rates. Costs to execute similar leases include leasing
commissions and legal costs to the extent that such costs are not already incurred with a new lease that has
been negotiated in connection with the purchase of a property. The values assigned to in-place leases and
tenant relationships are amortized to Depreciation and amortization expense over the remaining term of
each lease.

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
depreciation and estimates its sales price, net of estimated selling costs. If the estimated net sales price of an
asset is less than its net carrying value, a loss is recognized to reflect the estimated fair value. Properties
classified as real estate held-for-sale generally represent properties that are under contract for sale and are
expected to close within 12 months.

On a periodic basis, management assesses whether there are indicators, including property operating
performance, changes in anticipated holding period and general market conditions, 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 trends and prospects and the effects of demand, competition
and other economic factors. Changes in any estimates and/or assumptions, including the anticipated
holding period, could have a material impact on the projected operating cash flows. If management
determines that the carrying value of a real estate asset is impaired, a loss is recognized for the excess of its
carrying amount over its fair value.

In situations in which a lease or leases with a tenant have been, or are expected to be, terminated early,

the Company evaluates the remaining useful lives of depreciable or amortizable assets 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 accelerate the depreciation and amortization
associated with the asset group.

F-18

Real Estate Under Development and Redevelopment

Certain costs are capitalized related to the development and redevelopment of real estate including

pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of
personnel directly involved. Additionally, the Company capitalizes interest costs related to development and
redevelopment activities. Capitalization of these costs begin when the activities and related expenditures
commence and cease when the project is substantially complete and ready for its intended use, at which time
the project is placed in service and depreciation commences. Additionally, the Company makes estimates as
to the probability of certain development and redevelopment projects being completed. If the Company
determines the development or redevelopment is no longer probable of completion, the Company expenses
all capitalized costs which are not recoverable.

Investments in and Advances to Unconsolidated Joint Ventures

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

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

Deferred Leasing and Financing Costs

Costs incurred in executing 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 in executing tenant leases which are capitalized
include a portion of salaries, lease incentives and the related costs of personnel directly involved in
successful leasing efforts. Costs incurred in executing long-term financing which are capitalized include
bank and legal fees. The amortization of deferred leasing and financing costs is included in Depreciation
and amortization and Interest expense, respectively, in the Company’s Consolidated Statements of
Operations and within Operating activities on the Company’s 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 income (loss). 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, a loss is recognized for the excess of the carrying value over its fair value.

At December 31, 2017 and 2016, the fair value of the Company’s marketable securities portfolio

approximated its cost basis.

Derivative Financial Instruments

Derivatives, including certain derivatives embedded in other contracts, are measured at fair value and

are recognized in the Company’s Consolidated Balance Sheets as assets or liabilities, depending on the
Company’s rights or obligations under the applicable derivative contract. The accounting for changes in the

F-19

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

The Company commences recognizing rental revenue based on an evaluation of a number of factors.
In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the
physical use of the leased asset.

Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee.
These percentage rents are recognized upon the achievement of certain pre-determined sales levels. Leases
also typically provide for reimbursement of common area expenses, real estate taxes and other operating
expenses by the lessee and are recognized in the period the applicable expenditures are incurred.

Gains from the sale of depreciated operating properties are generally recognized under the full accrual
method, provided that various criteria relating to the terms of the sale and subsequent involvement by the
Company with the applicable property are met.

The Company periodically evaluates the collectability of its receivables related to rental revenue,
straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The
Company analyzes 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 expenses 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

of 1986, as amended (the “Code”). To qualify as a REIT, the Parent Company must meet a number of
organizational and operational requirements, including a requirement that it currently distribute at least
90% of its REIT taxable income, determined without regard to the deduction for dividends paid and
excluding net capital gains, to its stockholders. It is management’s intention to adhere to these requirements
and maintain the Parent Company’s REIT status.

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

As a REIT, the Parent Company generally will not be subject to U.S. federal income tax, provided that
distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the
Code. The Parent Company conducts substantially all of its operations through the Operating Partnership
which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax
purposes. Therefore, U.S. federal income taxes on our taxable income do not materially impact the
Consolidated Financial Statements of the Company.

F-20

If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal
taxes at regular corporate rates (including any applicable alternative minimum tax for tax years beginning
after December 31, 2017) and may not be able to qualify as a REIT for four subsequent taxable years. Even
if the Parent Company qualifies for taxation as a REIT, the Company is subject to certain state and local
taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable
income.

The Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (“TRS”), and

the Company may in the future elect to treat newly formed and/or existing subsidiaries as TRSs. A TRS
may participate in non-real estate-related activities and/or perform non-customary services for tenants and
are subject to certain limitations under the Code. A TRS is subject to U.S. federal and state income taxes.
Income taxes related to the Company’s TRSs do not materially impact the Consolidated Financial
Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no

provision for income taxes related to uncertain tax positions is required in the Company’s Consolidated
Financial Statements as of December 31, 2017 and 2016. Open tax years generally range from 2014 through
2017, but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related
to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s
Consolidated Statements of Operations.

New Accounting Pronouncements

In August 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-12, “Derivatives and
Hedging (Topic 815).” ASU 2017-12 amends guidance to more closely align the results of cash flow and
fair value hedge accounting with risk management activities through changes to both the designation and
measurement guidance for qualifying hedging relationships and the presentation of hedge results in the
financial statements. The standard is effective on January 1, 2019, with early adoption permitted. The
Company does not expect the adoption of ASU 2017-12 to have a material impact on the Consolidated
Financial Statements of the Company.

In May 2017, the FASB issued ASU 2017-09, “Compensation — Stock Compensation (Topic 718).”

ASU 2017-09 clarifies guidance about which changes to the terms or conditions of a share-based payment
award require an entity to apply modification accounting. The standard is effective on January 1, 2018, with
early adoption permitted. The Company does not expect the adoption of ASU 2017-09 to have a material
impact on the Consolidated Financial Statements of the Company.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805).” ASU 2017-01
clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating
whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new
guidance will result in many real estate transactions being classified as an asset acquisition and transaction
costs being capitalized. The standard is effective on January 1, 2018, with early adoption permitted. ASU
2017-01 was early adopted by the Company on January 1, 2017. As a result of adopting ASU 2017-01 the
Company has begun capitalizing transaction costs associated with the acquisition of real estate assets.
During the year ended December 31, 2017, the Company capitalized $0.9 million of transaction costs. The
Company determined that these amounts did not have a material impact on the Consolidated Financial
Statements of the Company.

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

F-21

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230).” ASU 2016-15

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

In March 2016, the FASB issued ASU 2016-09, “Compensation — Stock Compensation (Topic 718).”

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

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 sets out the

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

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).”

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

F-22

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, 2017, the Company acquired the following assets, in separate

transactions (dollars in thousands):

Description(1)

Outparcel building adjacent to Annex of

Location

Month
Acquired

GLA

Aggregate
purchase price

Arlington . . . . . . . . . . . . . . . . . . . . . . . . . Arlington Heights, IL

Feb-17

Outparcel adjacent to Northeast Plaza . . . . . . Atlanta, GA

Feb-17

5,760

N/A

$

1,006

1,537

Arborland Center . . . . . . . . . . . . . . . . . . . . . Ann Arbor, MI

Mar-17

403,536

102,268

Building adjacent to Preston Park . . . . . . . . . Plano, TX

Apr-17

31,080

4,015

Outparcel building adjacent to Cobblestone

Village . . . . . . . . . . . . . . . . . . . . . . . . . . .

St. Augustine, FL

Outparcel adjacent to Wynnewood Village . . . . Dallas, TX
Venice Village Shoppes . . . . . . . . . . . . . . . . . Venice, FL
Upland Town Square . . . . . . . . . . . . . . . . . . Upland, CA
Plaza By The Sea . . . . . . . . . . . . . . . . . . . . .

San Clemente, CA

May-17

May-17
Nov-17
Nov-17
Dec-17

4,403

N/A
175,054
100,350
49,089

1,306

1,658
33,486
31,859
13,352

769,272

$190,487

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

During the year ended December 31, 2016, the Company acquired the following assets, in separate

transactions (dollars in thousands):

Description(1)

Location

Building at Rose Pavilion . . . . . . . . . . . . . . . . Pleasanton, CA
Felicita Town Center . . . . . . . . . . . . . . . . . . . Escondido, CA

Month
Acquired

Sept-16
Dec-16

GLA

28,530
126,502

155,032

Aggregate
purchase price

$ 6,733
40,100

$46,833

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

F-23

The aggregate purchase price of the properties acquired during the years ended December 31, 2017

and 2016, respectively, has been allocated as follows:

Year Ended December 31,

2017

2016

Assets

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and tenant improvements . . . . . . . . . . . . . . . . . . . . . .
Above market leases(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In-place leases(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Liabilities

Below market leases(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 45,055
117,347
17,415
3,051
13,044
195,912

4,103
1,322
5,425
$190,487

$14,059
29,277
2,749
652
2,608
49,345

2,512
—
2,512
$46,833

(1) The weighted average amortization period at the time of acquisition for above market leases related to

properties acquired during the years ended December 31, 2017 and 2016 was 5.5 years and 4.5 years,
respectively.

(2) The weighted average amortization period at the time of acquisition for in-place leases related to

properties acquired during the years ended December 31, 2017 and 2016 was 7.5 years and 6.3 years,
respectively.

(3) The weighted average amortization period at the time of acquisition for below market leases related to
properties acquired during the years ended December 31, 2017 and 2016 was 16.3 years and 11.9 years,
respectively.

In addition, the Company acquired two land parcels and one outparcel building adjacent to existing
Company owned shopping centers for an aggregate purchase price of $1.2 million in connection with its
repositioning activities at those centers during the year ended December 31, 2016. This amount is included
in Improvements to and investments in real estate assets on the Company’s Consolidated Statement of Cash
Flows.

During the year ended December 31, 2017, the Company incurred transaction costs of $1.4 million, of

which $0.9 million was capitalized and included in Buildings and tenant improvements on the Company’s
Consolidated Balance Sheets and $0.5 million was included in Other on the Company’s Consolidated
Statements of Operations. During the years ended December 31, 2016 and 2015, the Company incurred
transaction costs of $0.5 million and $2.3 million, respectively. These amounts are included in Other on the
Company’s Consolidated Statements of Operations.

3. Dispositions and Assets Held for Sale

During the year ended December 31, 2017, the Company disposed of 29 wholly owned shopping
centers and two outparcel buildings for net proceeds of $330.8 million resulting in a gain of $68.7 million
and impairment of $22.9 million. In addition, during the year ended December 31, 2017, the Company
disposed of its unconsolidated joint venture interest for net proceeds of $12.4 million resulting in a gain of
$4.6 million. The Company had one property held for sale as of December 31, 2017 with a carrying value of
$27.1 million, which is included in Other assets on the Company’s Consolidated Balance Sheets.

During the year ended December 31, 2016, the Company disposed of six shopping centers, one office
building and one outparcel building for net proceeds of $102.9 million resulting in a gain of $35.6 million
and impairment of $2.0 million. The Company had no properties classified as held for sale as of
December 31, 2016.

F-24

For purposes of measuring provisions for impairments, fair value was determined based on contracts
with buyers or purchase offers from potential buyers, adjusted to reflect associated transaction costs. The
Company believes the inputs utilized were reasonable in the context of applicable market conditions;
however, due to the significance of the unobservable inputs to the overall fair value measures, including
forecasted revenues and expenses based upon market conditions and future expectations, the Company
determined that such fair value measurements were classified within Level 3 of the fair value hierarchy. For
additional information regarding impairments taken by the Company, please see Note 5 and Note 8.

There were no discontinued operations for the years ended December 31, 2017, 2016 and 2015 as none

of the dispositions represented a strategic shift in the Company’s business that would qualify as
discontinued operations.

4. Real Estate

The Company’s components of Real estate, net consisted of the following:

December 31,
2017

December 31,
2016

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,984,309

$ 2,006,655

Buildings and improvements:

Buildings and tenant improvements(1)
Lease intangibles(2)

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

Accumulated depreciation and amortization(3) . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,145,085
792,097

10,921,491
(2,361,070)

8,165,672
836,731

11,009,058
(2,167,054)

$ 8,560,421

$ 8,842,004

(1) At December 31, 2017 and 2016, Buildings and tenant improvements included accrued amounts of

$22.8 million and $10.5 million, respectively, related to construction in progress, net of any anticipated
insurance proceeds.

(2) At December 31, 2017 and 2016, Lease intangibles consisted of $715.1 million and $758.0 million,

respectively, of in-place leases and $77.0 million and $78.7 million, respectively, of above-market leases.
These intangible assets are amortized over the term of each related lease.

(3) At December 31, 2017 and 2016, Accumulated depreciation and amortization included $629.1 million

and $632.8 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, at December 31, 2017 and 2016, the Company had intangible liabilities relating to

below-market leases of $463.3 million and $485.2 million, respectively, and accumulated accretion of
$281.5 million and $261.7 million, respectively. These intangible liabilities are included in Accounts payable,
accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets. These intangible
assets are accreted over the term of each related lease.

Below-market lease accretion income, net of above-market lease amortization for the years ended
December 31, 2017, 2016 and 2015 was $29.6 million, $37.7 million and $47.8 million, respectively. These
amounts are included in Rental income in the Company’s Consolidated Statements of Operations.
Amortization expense associated with in-place lease value for the years ended December 31, 2017, 2016 and
2015 was $46.2 million, $60.0 million and $88.1 million, respectively. These amounts are included in
Depreciation and amortization in the Company’s Consolidated Statements of Operations. The Company’s
estimated below-market lease accretion income, net of above-market lease amortization, and in-place leases
amortization expense, for the next five years are as follows:

F-25

Year ending December 31,
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Below-market
lease accretion
(income), net of
above-market
lease
amortization
$(24,568)
(20,737)
(16,924)
(13,985)
(11,741)

In-place leases
amortization
expense
$34,062
26,939
19,956
14,382
10,898

5.

Impairments

On a periodic basis, management assesses whether there are any indicators, including property

operating performance, changes in anticipated holding period and general market conditions, that the value
of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If
management determines that the carrying value of a real estate asset is impaired, a loss is recognized for the
excess of its carrying amount over its fair value. The Company recognized the following impairments
during the years ended December 31, 2017, 2016 and 2015:

Year Ended December 31, 2017

Socorro, NM

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

Property Name(1)
Location
The Plaza at Salmon Run . . . . . . . . . . . . . . . . . . . . . Watertown, NY
Smith’s
The Manchester Collection . . . . . . . . . . . . . . . . . . . Manchester, CT
Renaissance Center East(2) . . . . . . . . . . . . . . . . . . . . Las Vegas, NV
Lexington Road Plaza(2)
. . . . . . . . . . . . . . . . . . . . . Versailles, KY
Shops at Seneca Mall(2)
. . . . . . . . . . . . . . . . . . . . . . Liverpool, NY
Remount Village Shopping Center(2) . . . . . . . . . . . . . North Charleston, SC
Fashion Square . . . . . . . . . . . . . . . . . . . . . . . . . . . . Orange Park, FL
The Shoppes at North Ridgeville(2) . . . . . . . . . . . . . . North Ridgeville, OH
Milford Center(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . Milford, CT
Highland Commons(2) . . . . . . . . . . . . . . . . . . . . . . . Glasgow, KY
The Vineyards(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Eastlake, OH
Salisbury Marketplace(2)
Salisbury, NC
Austin Town Center(2) . . . . . . . . . . . . . . . . . . . . . . . Austin, MN
Parkway Pointe(2)
Crossroads Centre . . . . . . . . . . . . . . . . . . . . . . . . . . Fairview Heights, IL

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

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

Springfield, IL

Year Ended December 31, 2016

Property Name(1)
Inwood Forest(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . Houston, TX
Plymouth Plaza(3) . . . . . . . . . . . . . . . . . . . . . . . . . . Plymouth Meeting, PA
Parcel at Country Hills Shopping Center . . . . . . . . . . Torrance, CA
Milford Center(2)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —

. . . . . . . . . . . . . . . . . . . . . . . . . . Milford, CT

Location

F-26

GLA
68,761
48,000
342,247
144,216
197,668
231,024
60,238
36,029
59,852
25,056
130,466
144,820
79,732
110,680
38,737
242,752
1,960,278

GLA

77,553

30,013

3,500
25,056

N/A

Impairment
Charge
$ 3,486
2,200
9,026
1,658
6,393
2,226
921
2,125
389
45
2,499
3,008
1,544
1,853
2,373
358
$40,104

Impairment
Charge

$

52

1,997

550
2,626

(71)

136,122

$5,154

Year Ended December 31, 2015

Property Name(1)
Parkwest Crossing(4)
Land Parcel(4) . . . . . . . . . . . . . . . . . . . Omaha-Council Bluffs, NE-IA

. . . . . . . . . . . . . . Durham-Chapel Hill, NC

Location

GLA

85,602

N/A

85,602

Impairment
Charge

$ 807

198

$1,005

(1) The Company recognized impairment charges based upon a change in the estimated hold period of

these properties in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the year ended December 31, 2017.

(3) The Company disposed of this property during the year ended December 31, 2016.

(4) The Company disposed of this property during the year ended December 31, 2015.

The Company can provide no assurance that material impairment charges with respect to its Portfolio
will not occur in future periods. See Note 3 for additional information regarding impairment charges taken
in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair
value of impairments taken on operating properties.

6. 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 that result in the receipt and/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 year ended December 31, 2017, the
Company did not enter into any new interest rate swap agreements. During the year ended December 31,
2016, the Company entered into nine forward starting interest rate swap agreements (“Swaps”) with an
effective date of November 1, 2016 and an aggregate notional value of $1.4 billion to partially hedge the
variable cash flows associated with variable LIBOR based interest rate debt.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of

December 31, 2017 and 2016 is as follows:

Interest Rate Swaps . . . . . . . . . . .

Number of Instruments

Notional Amount

December 31,
2017
9

December 31,
2016
9

December 31,
2017
$1,400,000

December 31,
2016
$1,400,000

The Company has elected to present its interest rate derivatives on its Consolidated Balance Sheets on
a gross basis as interest rate swap assets and interest rate swap liabilities. Detail on the Company’s fair value
of interest rate derivatives on a gross and net basis as of December 31, 2017 and 2016, respectively, is as
follows:

Interest rate swaps classified as:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross derivative assets
Gross derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fair Value of Derivative Instruments

December 31,
2017
$24,420
—
$24,420

December 31,
2016
$21,605
—
$21,605

F-27

The gross derivative assets are included in Other assets and the gross derivative liabilities are included
in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets.
All of the Company’s outstanding interest rate swap agreements for the periods presented were designated
as cash flow hedges of interest rate risk. The fair value of the Company’s interest rate derivatives is
determined using market standard valuation techniques including discounted cash flow 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
recognized 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 recognized in the Company’s
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
is as follows:

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps)

Year Ended December 31,

2017

2016

2015

Change in unrealized gain (loss) on interest rate swaps . . . . . . . . . . . $ 4,976 $19,081 $(7,612)
9,598
Amortization (accretion) of interest rate swaps to interest expense . .

(2,161)

4,961

Change in unrealized gain (loss) on interest rate swaps, net . . . . . . . . $ 2,815 $24,042 $ 1,986

The Company estimates that $9.6 million will be reclassified from accumulated other comprehensive
income as a decrease to interest expense over the next twelve months. No gain or loss was recognized related
to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow
hedges during the years ended December 31, 2017, 2016 and 2015.

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, 2017

and 2016, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision whereby if the

Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender,
then the Company could also be declared in default on its derivative obligations. If the Company were to
breach any of the contractual provisions of the derivative contracts, it would be required to settle its
obligations under the agreements at their termination value including accrued interest.

F-28

7. Debt Obligations

As of December 31, 2017 and 2016, the Company had the following indebtedness outstanding:

Carrying Value as of

December 31,
2017

December 31,
2016

Stated
Interest
Rate(1)

Scheduled
Maturity
Date

Secured loans

Secured loans(2)(3)
. . . . . . . . . . . . . . . . . . . . .
Net unamortized premium . . . . . . . . . . . . . . .
. . . . . . . .
Net unamortized debt issuance costs
Total secured loans, net . . . . . . . . . . . . . . . . . . .

$ 902,717
15,321
(93)
$ 917,945

$1,312,292
25,189
(387)
$1,337,094

Notes payable

Unsecured notes(4)
Net unamortized discount
Net unamortized debt issuance costs

. . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
. . . . . . . .
Total notes payable, net . . . . . . . . . . . . . . . . . . .

$3,218,453
(13,485)
(22,476)
$3,182,492

$2,318,453
(9,097)
(17,402)
$2,291,954

Unsecured Credit Facility and term loans

Unsecured Credit Facility(5)
Unsecured $600 Million Term Loan(6)
Unsecured $300 Million Term Loan(7)
Net unamortized debt issuance costs

. . . . . . . . . . . . . .
. . . . . . .
. . . . . . .
. . . . . . . .
Total Unsecured Credit Facility and term loans . . .
. . . . . . . . . . . . . . . . .
Total debt obligations, net

$ 685,000
600,000
300,000
(9,199)
$1,575,801
$5,676,238

$1,622,000
600,000
—
(12,159)
$2,209,841
$5,838,889

4.40% – 7.89% 2018 – 2024

3.25% – 7.97% 2022 – 2029

2.73%
2.78%
3.26%

2018 – 2021
2019
2024

(1) The stated interest rates are as of December 31, 2017 and do not include the impact of the Company’s

interest rate swap agreements (described below).

(2) The Company’s secured loans are collateralized by certain properties and the equity interests of certain

subsidiaries. These properties had a carrying value as of December 31, 2017 of approximately
$1.7 billion.

(3) The weighted average stated interest rate on the Company’s fixed rate secured loans was 6.16% as of

December 31, 2017.

(4) The weighted average stated interest rate on the Company’s unsecured notes was 3.81% as of

December 31, 2017.

(5) Effective November 1, 2016, the Company has in place an interest rate swap agreement that converts

the variable interest rate on $185.0 million of a term loan under the Company’s senior unsecured credit
facility agreement, as amended July 25, 2016, (the “Unsecured Credit Facility”) to a fixed interest rate
of 0.82% (plus a spread of 135 bps) through July 31, 2018, and three interest rate swap agreements that
convert the variable interest rate on a $500.0 million term loan under the Unsecured Credit Facility to
a fixed, combined interest rate of 1.11% (plus a spread of 135 bps) through July 30, 2021.

(6) Effective November 1, 2016, the Company has in place two interest rate swap agreements that convert
the variable interest rate on $200.0 million of the Company’s $600 million term loan agreement, as
amended July 25, 2016, (the “$600 Million Term Loan”) to a fixed, combined interest rate of 0.82%
(plus a spread of 140 bps) through July 31, 2018, and three interest rate swap agreements that convert
the variable interest rate on $400.0 million of the $600 Million Term Loan to a fixed, combined interest
rate of 0.88% (plus a spread of 140 bps) through March 18, 2019.

(7) Effective July 28, 2017, the Company has in place an interest rate swap agreement that converts the

variable interest rate on $115.0 million of the $300 Million Term Loan (defined below) to a fixed,
combined interest rate of 0.82% (plus a spread of 190 bps) through July 31, 2018.

F-29

2017 Debt Transactions

In March 2017, the Operating Partnership issued $400.0 million aggregate principal amount of 3.90%

Senior Notes due 2027 (the “2027 Notes”), the proceeds of which were utilized to repay outstanding
indebtedness, including borrowings under the Company’s Unsecured Credit Facility, and for general
corporate purposes. The 2027 Notes bear interest at a rate of 3.90% per annum, payable semi-annually on
March 15 and September 15 of each year, commencing September 15, 2017. The 2027 Notes will mature on
March 15, 2027. The 2027 Notes are the Operating Partnership’s unsecured and unsubordinated obligations
and rank equally in right of payment with all of the Operating Partnership’s existing and future senior
unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2027 Notes at any
time in whole or from time to time in part at the applicable make-whole redemption price specified in the
Indenture with respect to the 2027 Notes. If the 2027 Notes are redeemed on or after December 15, 2026
(three months prior to the maturity date), the redemption price will be equal to 100% of the principal
amount of the 2027 Notes being redeemed plus accrued and unpaid interest thereon to, but not including,
the redemption date.

In June 2017, the Operating Partnership issued $500.0 million aggregate principal amount of 3.65%

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

In July 2017, the Operating Partnership entered into a $300.0 million variable rate unsecured term loan

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

During the year ended December 31, 2017, the Company repaid at total of $815.0 million of unsecured

term loan debt under the Company’s Unsecured Credit Facility and $389.1 million of secured loans,
resulting in a $0.5 million gain on extinguishment of debt, net. These repayments were funded primarily
with proceeds from the issuance of the 2027 Notes and 2024 Notes and the execution of the $300 Million
Term Loan. In addition, during the year ended December 31, 2017, the Company repaid $122.0 million, net
of borrowings on the Revolving Facility.

Pursuant to the terms of the Company’s unsecured debt agreements, the Company among other things

is subject to maintenance of various financial covenants. The Company was in compliance with these
covenants as of December 31, 2017.

F-30

Debt Maturities

As of December 31, 2017 and 2016, the Company had accrued interest of $35.9 million and

$34.1 million outstanding, respectively. As of December 31, 2017, scheduled amortization and maturities of
the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 203,118

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

618,679

672,695

686,225

500,000

Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,025,453

Total debt maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,706,170

Net unamortized premiums and discounts . . . . . . . . . . . . . . . . . . . .

1,836

Net unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . .

(31,768)

Total debt obligations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$5,676,238

As of the date the financial statements were issued, the Company’s scheduled debt maturities for the
next 12 months are comprised of an unsecured term loan under the Company’s Unsecured Credit Facility
and a non-recourse secured loan. The Company has sufficient capacity under the Unsecured Credit Facility
to satisfy these scheduled debt maturities.

8. Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying Consolidated Balance
Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those
instruments listed below:

Secured loans . . . . . . . . . . . . . . . . . . . . . . . . .
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
Unsecured Credit Facility and term loans
Total debt obligations, net . . . . . . . . . . . . . . .

December 31, 2017

December 31, 2016

Carrying
Amounts
$ 917,945
3,182,492
1,575,801
$5,676,238

Fair Value
$ 963,702
3,224,877
1,586,206
$5,774,785

Carrying
Amounts
$1,337,094
2,291,954
2,209,841
$5,838,889

Fair Value
$1,410,698
2,302,048
2,223,807
$5,936,553

As a basis for considering market participant assumptions in fair value measurements, a fair value
hierarchy is included in GAAP that distinguishes between market participant assumptions based on market
data obtained from sources independent of the reporting entity (observable inputs that are classified within
Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant
assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

In instances where the determination of the fair value measurement is based on inputs from different

levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value
measurement falls is based on the lowest level input that is significant to the fair value measurement in its
entirety. The Company’s assessment of the significance of a particular input to the fair value measurement
in its entirety requires judgment, and considers factors specific to the asset or liability.

The valuation methodology used to estimate the fair value of the Company’s debt obligations is based
on a discounted cash flow analysis, with assumptions that include credit spreads, estimated property values,
loan amounts and debt maturities. Based on these inputs, the Company has determined that the valuations
of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are
not necessarily indicative of the amounts that would be realized upon disposition.

F-31

Recurring Fair Value

The Company’s marketable securities and interest rate derivatives are measured and recognized at fair

value on a recurring basis. The fair value of marketable securities is based primarily on publicly traded
market values in active markets and is classified within Level 1 or 2 of the fair value hierarchy. See Note 6
for fair value information regarding the Company’s interest rate derivatives.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are

measured and recognized at fair value on a recurring basis:

Fair Value Measurements as of December 31, 2017
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Balance

Assets:
Marketable securities(1)
Interest rate derivatives

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

$28,006
$24,420

$725
$ —

$27,281
$24,420

$—
$—

Fair Value Measurements as of December 31, 2016
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Balance

Assets:
Marketable securities(1)
Interest rate derivatives

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

$25,573
$21,605

$5,679
$ —

$19,894
$21,605

$—
$—

(1) As of December 31, 2017 and 2016, marketable securities included $0.2 million and $0.1 million of net

unrealized losses, respectively.

Non-Recurring Fair Value

On a non-recurring basis, the Company evaluates the carrying value of its properties when events or
changes in circumstances indicate that the carrying value may not be recoverable. Fair value is determined
by purchase price offers, market comparable data, third party appraisals or by discounted cash flow
analysis. These cash flows are comprised of unobservable inputs which include forecasted rental revenue
and expenses based upon market conditions and future expectations. Capitalization rates and discount rates
utilized in these models are based upon unobservable rates that we believe to be within a reasonable range
of current market rates for the respective properties. Based on these inputs, the Company has determined
that the valuations of these properties are classified within Level 3 of the fair value hierarchy.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are

measured at fair value on a non-recurring basis. The table includes information related to properties
remeasured to fair value as a result of impairment testing:

Fair Value Measurements as of December 31, 2017
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Balance

Assets:
Properties(1)(2) . . . . . . . . . . . . . .

$73,303

$—

$—

$73,303

Fair Value Measurements as of December 31, 2016
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Balance

Assets:
Properties(3)

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

$135

$—

$—

$135

F-32

(1) During the year ended December 31, 2017, the Company recognized $28.0 million of impairment

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

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

(3) The carrying value of a parcel at Country Hills Shopping Center was remeasured to fair value during

the year ended December 31, 2016.

9. Revenue Recognition

Future minimum annual base rents as of December 31, 2017 to be received over the next five years
pursuant to the terms of non-cancelable operating leases are included in the table below, assuming that no
leases are renewed and no renewal options are exercised. Future minimum annual base rents also do not
include payments which may be received under certain leases for percentage rent or the reimbursement of
operating expenses such as real estate taxes, insurance and other common area expenses.

Year ending December 31,
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 886,593
778,828
652,304
531,335
412,230
1,442,980

The Company recognized $7.1 million, $5.9 million and $3.6 million of rental income based

on percentage rent for the years ended December 31, 2017, 2016 and 2015, respectively.

As of December 31, 2017 and 2016, the estimated allowance associated with Company’s outstanding

rent receivables, included in Receivables, net of allowance for doubtful accounts in the Company’s
Consolidated Balance Sheets was $12.1 million and $13.2 million, respectively. In addition, as of
December 31, 2017 and 2016, receivables associated with the effects of recognizing rental income on a
straight-line basis were $113.9 million and $98.1 million, respectively net of the estimated allowance of
$5.1 million and $3.5 million, respectively.

10. Equity and Capital

ATM

In 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. No shares have been issued under the ATM, and as a
result, $400.0 million of common stock remained available for issuance under the ATM as of December 31,
2017. The ATM is scheduled to expire on June 8, 2018, unless extended by the Parent Company and the
sales agents.

Share Repurchase Program

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

F-33

Common Stock

In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based

compensation plan, the Company withholds shares to satisfy statutory minimum tax withholding
obligations. During the years ended December 31, 2017 and 2016, the Company withheld 0.1 million shares.

Dividends and Distributions

Because Brixmor Property Group, Inc. is a holding company and has no material assets other than its
ownership of BPG Sub and no material operations other than those conducted by BPG Sub, distributions
are funded as follows:

•

•

•

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 subsidiaries, the other partners of the Operating
Partnership are also entitled to receive equivalent distributions on their partnership interests in the
Operating Partnership on a pro rata basis;

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.

During the years ended December 31, 2017, 2016 and 2015, the Company declared common stock

dividends and OP Unit distributions of $1.055 per share/unit, $0.995 per share/unit and $0.92 per
share/unit, respectively. As of December 31, 2017 and December 31, 2016, the Company had declared but
unpaid common stock dividends and OP Unit distributions of $85.6 million and $80.6 million, respectively.
These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s
Consolidated Balance Sheets.

Non-controlling interests

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

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

Preferred Stock

During the year ended December 31, 2017, the Company redeemed all 125 shares of BPG Sub Series A

Redeemable Preferred Stock for the stated liquidation preference of $10,000 per share plus accrued but
unpaid dividends.

11. Stock Based Compensation

During the year ended December 31, 2013, 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 RSUs, OP Units, performance awards and other stock-based awards.

During the years ended December 31, 2017 and 2016, the Company granted RSUs to certain

employees. During the year ended December 31, 2015, the Company granted RSUs to certain employees, or
at the election of certain employees, long-term incentive plan units (“LTIP Units”) in the Operating
Partnership. The RSUs and LTIP Units are divided into multiple tranches, with each tranche subject to
separate performance-based, market-based and service-based vesting conditions. Each award contains a

F-34

threshold, target, and maximum number of units in respect of 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 service-based vesting conditions. The aggregate number of
RSUs and LTIP Units granted, assuming that the target level of performance is achieved, was 0.6 million,
0.8 million and 0.7 million for the years ended December 31, 2017, 2016 and 2015, respectively, with vesting
periods ranging from one to five years. For the performance-based and service-based RSUs and LTIP Units
granted under the Plan, fair value is based on the Company grant date stock price. For the market-based
RSUs and LTIP Units granted during the years ended December 31, 2017 and 2016, the Company
calculated the grant date fair values per unit using a Monte Carlo simulation based on the probability of
satisfying the market performance hurdles over the remainder of the performance period based on the
Company’s historical common stock performance relative to the other companies within the FTSE
NAREIT Equity Shopping Centers Index as well as the following significant assumptions: (i) volatility of
22.0% to 23.0% and 23.5% to 26.5%, respectively; (ii) a weighted average risk-free interest rate of 1.2% to
1.41% and 1.0%, respectively; and (iii) the Company’s weighted average common stock dividend yield of
4.0% to 4.6% and 3.8%, respectively.

Information with respect to RSUs and LTIP Units for the years ended December 31, 2017, 2016 and

2015 are as follows (in thousands):

Outstanding, December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding, December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding, December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding, December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . .

Restricted
Shares
1,821
(1,341)
735
(43)
1,172
(519)
881
(519)
1,015
(343)
633
(69)
1,236

Aggregate
Intrinsic Value
$ 29,641
(19,828)
16,766
(930)
25,649
(12,550)
18,842
(8,861)
23,080
(7,614)
12,762
(1,254)
$ 26,974

During the year ended December 31, 2017 the Company recognized $10.5 million of equity

compensation expense. During the year ended December 31, 2016, the Company recognized $11.6 million
of equity compensation expense, which included the reversal of $2.6 million of previously recognized
expense as a result of forfeitures and the acceleration of $2.7 million of expense associated with the
issuance of shares, both in connection with the separation of certain Company executives. During the year
ended December 31, 2015, the Company recognized $23.3 million of equity compensation expense, which
included $9.9 million of expense associated with the vesting of awards issued prior to the IPO as a result of
it becoming probable that the Company’s pre-IPO owners would receive a 15% internal rate of return on
their investment. These amounts are included in General and administrative expense in the Company’s
Consolidated Statements of Operations. As of December 31, 2017, the Company had $11.0 million of total
unrecognized compensation expense related to unvested stock compensation expected to be recognized over
a weighted average period of approximately 2.1 years.

12. Earnings per Share

Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s

common stockholders, including any participating securities, by the weighted average number of shares
outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based
compensation program are considered participating securities, as such shares have rights to receive
non-forfeitable dividends. Fully-diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into shares of common stock. Unvested

F-35

RSUs 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, 2017, 2016 and 2015:

Computation of Basic Earnings Per Share:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to non-controlling interests . . . . . . . .
Non-forfeitable dividends on unvested restricted shares . . . . . .
Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to the Company’s common

Year Ended December 31,

2017

2016

2015

$300,369
(76)
(37)
(39)

$278,142
(2,514)
(40)
(150)

$197,536
(3,816)
(23)
(150)

stockholders for basic earnings per share . . . . . . . . . . . . . .

$300,217

$275,438

$193,547

Weighted average number shares outstanding – basic . . . . . . .

304,834

301,601

298,004

Basic Earnings Per Share Attributable to the Company’s

Common Stockholders:

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0.98

$

0.91

$

0.65

Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common

stockholders for basic earnings per share . . . . . . . . . . . . . .
Allocation of net income to dilutive convertible non-controlling
interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income attributable to the Company’s common

$300,217

$275,438

$193,547

76

2,514

3,816

stockholders for diluted earnings per share . . . . . . . . . . . . .

$300,293

$277,952

$197,363

Weighted average shares outstanding – basic . . . . . . . . . . . . .

304,834

301,601

298,004

Effect of dilutive securities:

Conversion of OP Units . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

79
368

3,000
459

5,988
1,025

Weighted average shares outstanding – diluted . . . . . . . . . . . .

305,281

305,060

305,017

Diluted Earnings Per Share Attributable to the Company’s

Common Stockholders:

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0.98

$

0.91

$

0.65

13. Earnings per Unit

Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s
common unitholders, including any participating securities, by the weighted average number of partnership
common units outstanding for the period. Certain restricted units issued pursuant to the Company’s
share-based compensation program are considered participating securities, as such shares have rights to
receive non-forfeitable dividends. Fully-diluted earnings per unit reflects the potential dilution that could
occur if securities or other contracts to issue common units were exercised or converted into common units.
Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as
such amounts are allocated entirely to the Operating Partnership’s common units.

F-36

The following table provides a reconciliation of the numerator and denominator of the earnings per

unit calculations for the years ended December 31, 2017, 2016 and 2015:

Year Ended December 31,

2017

2016

2015

Computation of Basic Earnings Per Unit:

Net income attributable to Brixmor Operating

Partnership LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$300,369

$278,142

$197,536

Non-forfeitable dividends on unvested restricted units . . . . . . .

(37)

(40)

(23)

Net income attributable to the Operating Partnership’s

common units for basic earnings per unit . . . . . . . . . . . . . .

$300,332

$278,102

$197,513

Weighted average number common units outstanding – basic . .

304,913

304,600

303,992

Basic Earnings Per Unit Attributable to the Operating

Partnership’s Common Units:

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0.98

$

0.91

$

0.65

Computation of Diluted Earnings Per Unit:

Net income attributable to the Operating Partnership’s

common units for diluted earnings per unit . . . . . . . . . . . . .

$300,332

$278,102

$197,513

Weighted average common units outstanding – basic . . . . . . . .
Effect of dilutive securities:

304,913

304,600

303,992

Equity awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

368

459

Weighted average common units outstanding – diluted . . . . . .

305,281

305,059

1,025

305,017

Diluted Earnings Per Unit Attributable to the Operating

Partnership’s Common Units:

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0.98

$

0.91

$

0.65

14. 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 Company’s Board of Directors that began after the
Company received information in late December 2015 through its established compliance processes. The
Audit Committee review led the Board of Directors to conclude that specific Company accounting and
financial reporting personnel, in certain instances, were smoothing income items, both up and down,
between reporting periods in an effort to achieve consistent quarterly same property net operating income
growth.

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

F-37

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

On December 13, 2017, the United States District Court for the Southern District of New York

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

Based on current information, the Company accrued $28.0 million as of December 31, 2017 with

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

Leasing commitments

The Company periodically enters into ground leases for neighborhood and community shopping

centers that it operates and enters into office leases for administrative space. During the years ended
December 31, 2017, 2016 and 2015, the Company recognized rent expense associated with these leases of
$7.5 million, $8.3 million and $9.4 million, respectively. Minimum annual rental commitments associated
with these leases during the next five years and thereafter are as follows:

Year ending December 31,
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total minimum annual rental commitments . . . . . . . . . . . . . . . . . . . .

$

7,092
7,010
7,027
7,231
7,215
71,860
$107,435

Insurance captive

The Company has a wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap

underwrites the first layer of general liability insurance programs for the Company’s Portfolio. 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 analysis 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, 2017 and 2016 is summarized as

follows (in thousands):

F-38

Balance at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . .
Incurred related to:

Year End December 31,

2017
$15,045

2016
$14,393

Current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4,205
(3,157)
1,048

Paid related to:

Current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . .

(299)
(2,499)
(2,798)
$13,295

4,625
(828)
3,797

(171)
(2,974)
(3,145)
$15,045

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 impact on the Company’s results of operations,
cash flows, or financial position.

15.

Income Taxes

The Parent Company has elected to qualify as a REIT in accordance with the Code. To qualify as a
REIT, the Parent Company must meet a number of organizational and operational requirements, including
a requirement that it currently distribute at least 90% of its REIT taxable income, determined without
regard to the deduction for dividends paid and excluding net capital gains, to its stockholders. It is
management’s intention to adhere to these requirements and maintain the Parent Company’s REIT status.

As a REIT, the Parent Company generally will not be subject to U.S. federal income tax, provided that
distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the
Code. The Parent Company conducts substantially all of its operations through the Operating Partnership
which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax
purposes. Therefore, U.S. federal income taxes on our taxable income do not materially impact the
Consolidated Financial Statements of the Company.

If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal
taxes at regular corporate rates (including any applicable alternative minimum tax for tax years beginning
after December 31, 2017) and may not be able to qualify as a REIT for four subsequent taxable years. Even
if the Parent Company qualifies for taxation as a REIT, the Company is subject to certain state and local
taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable
income. In addition, taxable income from non-REIT activities managed through a TRS are subject to U.S.
federal, state and local income taxes.

The Company incurred income and non-income taxes of $2.4 million, $3.3 million and $4.1 million for
the years ended December 31, 2017, 2016 and 2015. In addition, during the year ended December 31, 2015,
the Company recognized $4.7 million of income related to net adjustments to pre-IPO tax reserves and
receivables. These amounts are included in Other on the Company’s Consolidated Statements of
Operations.

16. Related-Party Transactions

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

F-39

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

As of December 31, 2017 and 2016, there were no material receivables from or payables to related

parties.

17. 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, 2017, 2016
and 2015, the Company’s expense for the Savings Plan was approximately $1.2 million, $1.2 million and
$1.2 million, respectively. These amounts are included in General and administrative in the Company’s
Consolidated Statements of Operations.

18. 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, 2017 and 2016 and has been derived from the accompanying
consolidated financial statements (in thousands except per share and per unit data):

Brixmor Property Group Inc.

Year Ended December 31, 2017
Total revenues
Net income attributable to common stockholders

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $325,806
. . . . . . . . $ 71,579

$322,818
$ 75,399

$314,496
$ 83,380

$320,060
$ 69,896

First Quarter Second Quarter Third Quarter Fourth Quarter

Net income attributable to common stockholders per share:

Basic(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.23

0.23

$

$

0.25

0.25

$

$

0.27

0.27

$

$

0.23

0.23

Year Ended December 31, 2016
Total revenues
Net income attributable to common stockholders

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $323,104
. . . . . . . . $ 60,477

$310,057
$ 64,456

$318,577
$ 57,492

$324,034
$ 93,053

Net income attributable to common stockholders per share:

Basic(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.20

0.20

$

$

0.21

0.21

$

$

0.19

0.19

$

$

0.31

0.31

(1) The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted

earnings per share for the years ended December 31, 2017 and 2016 due to rounding.

F-40

Brixmor Operating Partnership LP

Year Ended December 31, 2017
Total revenues
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $325,806
Net income attributable to partnership common units . . . . . . $ 71,655

$322,818
$ 75,438

$314,496
$ 83,380

$320,060
$ 69,896

First Quarter Second Quarter Third Quarter Fourth Quarter

Net income attributable to common unitholders per unit:

Basic(1)

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

Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.23

0.23

$

$

0.25

0.25

$

$

0.27

0.27

$

$

0.23

0.23

Year Ended December 31, 2016
Total revenues
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $323,104
Net income attributable to partnership common units . . . . . . $ 61,549

$310,057
$ 65,470

$318,577
$ 57,805

$324,034
$ 93,318

Net income attributable to common unitholders per unit:

Basic(1)

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

Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.20

0.20

$

$

0.21

0.21

$

$

0.19

0.19

$

$

0.31

0.31

(1) The sum of the quarterly Basic and Diluted earnings per share may not equal the Basic and Diluted

earnings per share for the years ended December 31, 2017 and 2016 due to rounding.

19. Subsequent Events

In preparing the Consolidated Financial Statements, the Company has evaluated events and
transactions occurring after December 31, 2017 for recognition or disclosure purposes. Based on this
evaluation, there were no subsequent events from December 31, 2017 through the date the financial
statements were issued.

F-41

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:

Year ended December 31, 2017 . . . . . . . . . . . . . . . .

Year ended December 31, 2016 . . . . . . . . . . . . . . . .

Year ended December 31, 2015 . . . . . . . . . . . . . . . .

$16,756

$16,587

$14,070

$5,323

$9,182

$9,540

$(4,874)

$17,205

$(9,013)

$16,756

$(7,023)

$16,587

F-42

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F-53

The aggregate cost for Federal income tax purposes was approximately $11.9 billion at December 31,

2017.

Year Ending December 31,

2017

2016

2015

[a] Reconciliation of total real estate carrying value is as

follows:

Balance at beginning of period . . . . . . . . . . . . . . . . . . .

$11,009,058

$10,932,850

$10,802,249

Acquisitions and improvements . . . . . . . . . . . . . . . . . . .

Real estate held for sale . . . . . . . . . . . . . . . . . . . . . . . . .

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

Cost of property sold . . . . . . . . . . . . . . . . . . . . . . . . . .

Write-off of assets no longer in service . . . . . . . . . . . . . .

408,570

(34,169)

(27,300)

(358,972)

(75,696)

236,590

252,242

—

(3,176)

(88,585)

(68,621)

—

—

(51,264)

(70,377)

Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . .

$10,921,491

$11,009,058

$10,932,850

[b] Reconciliation of accumulated depreciation as follows:

Balance at beginning of period . . . . . . . . . . . . . . . . . . .

$ 2,167,054

$ 1,880,685

$ 1,549,234

Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Property sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of assets no longer in service . . . . . . . . . . . . . .

342,035
(87,169)
(60,850)

361,723
(19,733)
(55,621)

396,380
(7,034)
(57,895)

Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,361,070

$ 2,167,054

$ 1,880,685

F-54

BOARD OF DIRECTORS

John G. Schreiber
Chairman of the Board of Directors
President, Centaur Capital Partners, Inc.
Michael Berman
Former Executive Vice President and Chief Financial
Officer, General Growth Properties, Inc.
Sheryl M. Crosland
Former Managing Director and Retail Sector Head,
JP Morgan Investment Management
Thomas W. Dickson
Former Chief Executive Officer, Harris Teeter
Supermarkets, Inc.

EXECUTIVE LEADERSHIP

Daniel B. Hurwitz
Founder and Chief Executive Officer, Raider Hill
Advisors, LLC

William D. Rahm
Senior Managing Director, Centerbridge Partners, L.P.

Gabrielle Sulzberger
General Partner, Rustic Canyon/Fontis Partners, L.P.

James M. Taylor Jr.
Chief Executive Officer and President,
Brixmor Property Group Inc.

James M. Taylor Jr.
Chief Executive Officer and President
Angela Aman
Executive Vice President, Chief Financial
Officer & Treasurer
William L. Brown
Executive Vice President, Development & Redevelopment
Haig Buchakjian
Executive Vice President, Operations
Brian T. Finnegan
Executive Vice President, Leasing

Steven Gallagher
Senior Vice President, Chief Accounting Officer
Mark T. Horgan
Executive Vice President, Chief Investment Officer

Michael A. Moss
Executive Vice President, National Accounts

Steven F. Siegel
Executive Vice President, General Counsel & Secretary

Carolyn Carter Singh
Executive Vice President, Chief Talent Officer

CORPORATE INFORMATION

Counsel
Hogan Lovells US LLP
Washington, DC
Auditors
Deloitte & Touche LLP
New York, NY
Transfer Agent and Registrar
Computershare Investor Services
462 South 4th Street
Suite 1600
Louisville, KY 40202
877.373.6374
https://www-us.computershare.com/Investor/

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