Brixmor Property Group
Annual Report 2019

Plain-text annual report

2019 ANNUAL REPORT Dear Fellow Shareholders, On behalf of the Brixmor team, I am pleased to report that our self-funded plan continues to drive sustainable growth in cash flows and intrinsic value. Our accomplishments over the last four years, building a best-in-class leasing and operating platform and executing disciplined reinvestment and capital recycling programs, have driven the strong operating and financial results we delivered to our investors in 2019. Importantly, we remained focused on improving the social, economic and environmental well-being of our team, our tenants, our centers and our communities and, as always, were guided by our mission to be the “center of the communities we serve.” Specifically, we:  Executed a near record volume of leases, signing approximately 13 million square feet across our smaller, more focused portfolio and created $50 million of annualized base rent,  Achieved cash-on-cash rent spreads on comparable space of 11 percent, with rent spreads for new leases of 32 percent,  Generated same property net operating income growth of 3.4 percent,  Continued to transform our portfolio by stabilizing $162 million of reinvestment projects at an average incremental return of 10 percent, while backfilling our reinvestment pipeline to over $400 million of projects, providing visibility on several years of growth,  Opportunistically harvested over $300 million from assets sales, while acquiring $79 million of assets, including  Plymouth Square, a great center that will also become the new state-of-the-art home of our North region, Substantially improved our operating margin and delivered over $15 million of LED lighting and solar energy upgrades at very accretive returns,  Published our inaugural Corporate Responsibility report,   Received positive outlooks on our credit ratings from both Fitch Ratings and Moody’s Investors Service. Issued $750 million of Senior Notes at record tight coupons, leaving no remaining maturities until 2022, and As I look forward, I am excited and energized, both by the opportunities we have created for ourselves and the opportunities presented by the retail environment. Retailer disruption is a healthy, inevitable and a recurring part of our business. As such, the most critical question to consider as a real estate investor is whether you can grow and create value during these inevitable periods of disruption. In other words, is your business plan durable? We have only just begun to demonstrate how well positioned Brixmor is to not only continue to perform, but significantly outperform, given:   The proven demand for our established, well-located shopping centers from retailers who are growing today, The trust that our leasing, reinvestment, construction and property management teams have earned from our growing tenants to deliver new stores,  Our attractive, below-market in place rents that drive strong leasing spreads and competitively position us to accretively reinvest in our shopping centers,  Our approximately $45 million of new rents that have been executed, but not yet commenced,   Our strong and flexible balance sheet, providing ample capacity to execute our plan. The diversity and credit strength of our top tenants, and I am beyond grateful to our team, who continue to exceed my expectations every day, and to our stakeholders for whom we work every day to deliver. I am confident that our best performance lies ahead. Sincerely, James M. Taylor Jr. Chief Executive Officer & 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, 2019 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: Trading Symbol(s) Title of each class Name of each exchange on which registered Common Stock, par value $0.01 per share. BRX New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Brixmor Property Group Inc. Yes ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Brixmor Property Group Inc. Yes ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Brixmor Property Group Inc. Brixmor Operating Partnership LP Large accelerated filer ☑ Smaller reporting company ☐ Emerging growth company ☐ Non-accelerated filer ☐ Accelerated filer ☐ Large accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ Non-accelerated filer ☑ Accelerated filer ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. N/A Indicate by check mark whether the registrant 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. $5,303,517,038 Brixmor Operating Partnership LP N/A 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, 2020, Brixmor Property Group Inc. had 298,015,973 shares of common stock outstanding. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Portions of the definitive proxy statement to be filed by Brixmor Property Group Inc. with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s Annual Meeting of Stockholders to be held on April 28, 2020 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, 2019. DOCUMENTS INCORPORATED BY REFERENCE EXPLANATORY NOTE This report combines the annual reports on Form 10-K for the period ended December 31, 2019 of Brixmor Property Group Inc. and Brixmor Operating Partnership LP. Unless stated otherwise or the context otherwise requires, references to the “Parent Company” or “BPG” mean Brixmor Property Group Inc. and its consolidated subsidiaries, and references to the “Operating Partnership” mean Brixmor Operating Partnership LP and its consolidated subsidiaries. Unless the context otherwise requires, the terms “the Company,” “Brixmor,” “we,” “our” and “us” mean the Parent Company and the Operating Partnership, collectively. The Parent Company is a real estate investment trust (“REIT”) that owns 100% of the common stock of BPG Subsidiary Inc. (“BPG Sub”), which, in turn, is the sole owner of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership. As of December 31, 2019, 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: • • • Enhances investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. Management operates the Parent Company and the Operating Partnership as one business. Because the Operating Partnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating Partnership, the Parent Company’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to the Parent Company’s board of directors as the Operating Partnership’s board of directors. We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its indirect interest in the Operating Partnership. As a result, the Parent Company does not conduct business itself other than issuing public equity from time to time. The Parent Company does not incur any material indebtedness. The Operating Partnership holds substantially all of our assets. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all capital required by the Company’s business. Sources of this capital include the Operating Partnership’s operations and its direct or indirect incurrence of indebtedness. Equity, capital, and non-controlling interests are the primary areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership’s capital currently includes OP Units owned by the Parent Company through BPG Sub and the General Partner and has in the past and may in the future include OP Units owned by third parties. OP Units owned by third parties, if any, are accounted for in capital in the Operating Partnership’s financial statements and outside of equity in non-controlling interests in the Parent Company’s financial statements. The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have material assets other than its indirect investment in the Operating Partnership. Therefore, while equity, capital and non-controlling interests may differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are materially the same on their respective financial statements. i 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. 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 . . . . . . . . . . Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14. 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Part IV Page 1 5 16 17 20 20 21 22 26 40 41 41 41 43 44 44 44 44 44 45 50 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 and local economies, due to global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, as well as from domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates and limited growth in consumer income; (2) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio; (3) competition from other available properties and e-commerce, and the attractiveness of properties in our Portfolio to our tenants; (4) ongoing disruption and/or consolidation in the retail sector, the financial stability of our tenants and the overall financial condition of large retailing companies, including their ability to pay rent and expense reimbursements; (5) in the case of percentage rents, the sales volume of our tenants; (6) increases in property operating expenses, including common area expenses, utilities, insurance and real estate taxes, which are relatively inflexible and generally do not decrease if revenue or occupancy decrease; (7) increases in the costs to repair, renovate and re-lease space; (8) earthquakes, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, civil unrest, terrorist acts or acts of war, which may result in uninsured or underinsured losses; (9) changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; and (10) new developments in the litigation and governmental investigations discussed under the heading “Legal Matters” in Note 15 — 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 Item 1. Business PART I 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 stated otherwise or the context otherwise requires, “we,” “our” and “us” mean 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 (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of December 31, 2019, our portfolio was comprised of 403 shopping centers (the “Portfolio”) totaling approximately 71 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas (“MSAs”) in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2019, our three largest tenants by annualized base rent (“ABR”) were The TJX Companies, Inc., The Kroger Co., and Dollar Tree Stores, Inc. As of December 31, 2019, 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.” Management operates BPG and the Operating Partnership as one business. Because the Operating Partnership is managed by BPG, and BPG conducts substantially all of its operations through the Operating Partnership, BPG’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to BPG’s board of directors as the Operating Partnership’s board of directors. Our Shopping Centers The following table provides summary information regarding our Portfolio as of December 31, 2019: Number of Shopping Centers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GLA (square feet) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leased Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Billed Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average ABR Per Square Foot (“PSF”)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total New Lease Volume (square feet)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Rent Spread(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New and Renewal Rent Spread(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Rent Spread(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percent Grocery-anchored Shopping Centers(4) . . . . . . . . . . . . . . . . . . . . . . . . . Percent of ABR in Top 50 U.S. MSAs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average Effective Age(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 403 70.6 million 92% 89% $14.74 3.5 million 10.9% 13.1% 31.7% 68% 68% 25 (1) ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements. (2) During the year ended December 31, 2019. 1 (3) Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months. (4) Based on number of shopping centers. (5) Effective age is calculated based on the year of the most recent redevelopment of the shopping center or based on the 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. Our key strategies to achieve this objective include proactively managing our Portfolio to drive internal growth, pursuing value-enhancing reinvestment opportunities and prudently executing on acquisition and disposition activity, while also maintaining a flexible capital structure positioned for growth. In addition, as we execute on our key strategies, we do so guided by a commitment to operate in a socially responsible manner that allows us to realize our goal of owning and managing properties that are the centers of the communities we serve. Driving Internal Growth. Our primary drivers of internal growth include (i) embedded contractual rent bumps, (ii) below-market rents which may be reset to market as leases expire, and (iii) occupancy growth. Strong new leasing productivity has also enabled us to improve the credit of our tenancy and the vibrancy and relevancy of our Portfolio to retailers and consumers. During 2019, we executed 622 new leases representing approximately 3.5 million square feet and 1,757 total leases representing approximately 12.8 million square feet. Over the past several 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 2019, 94% of our executed new leases had embedded contractual rent growth provisions, reflecting an average in-place contractual rent increase over the lease term of 1.9%. We believe that rents across our portfolio are significantly below market, which provides us with a key competitive advantage in attracting and retaining tenants. During 2019, we achieved new lease rent spreads of 31.7% and blended new and renewal rent spreads of 13.1% excluding options, or 10.9% including options. Looking forward, the weighted average expiring ABR PSF of lease expirations through 2023 is $13.68 compared to an average ABR PSF of $16.20 for new and renewal leases signed during 2019, excluding option exercises. In addition, we believe there is opportunity for occupancy gains in our Portfolio, especially for spaces less than 10,000 square feet, as such spaces will benefit from our continued efforts to improve the quality of our anchor tenancy and the overall vibrancy and relevance of our centers. For spaces less than 10,000 square feet, leased occupancy was 86.2% at December 31, 2019, while our total leased occupancy was 92.4%. The spread of 310 basis points between our total leased occupancy and our total billed occupancy, which was 89.3% at December 31, 2019, also provides us strong visibility on future growth as this represents $45.0 million of ABR from leases signed but not yet commenced. Pursuing value-enhancing reinvestment opportunities. We believe that we have significant opportunity to achieve attractive risk-adjusted returns by investing incremental capital in the repositioning and/or redevelopment of certain assets in our Portfolio. Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers and enhancing the overall merchandise mix and tenant quality of our Portfolio. During 2019, we stabilized 46 anchor space repositioning, redevelopment, and outparcel development projects, with a weighted average incremental net operating income (“NOI”) yield of 10% and an aggregate anticipated cost of $161.9 million. As of December 31, 2019, we had 55 projects in process with an expected weighted average incremental NOI yield of 10% and an aggregate anticipated cost of $413.0 million. In addition, we have identified a pipeline of future reinvestment projects aggregating over $1.0 billion of potential capital investment which we expect to execute over the next several years at NOI yields that are generally consistent with those which we have recently realized. 2 Prudently executing on acquisition and disposition activity. We intend to actively pursue acquisition and disposition opportunities in order to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. In general, our disposition strategy focuses on selling assets when we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to build critical mass in a particular submarket, while our acquisition strategy focuses on buying assets with strong growth potential that are located in our existing markets and will allow us to leverage our operational platform and expertise. 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 new $400.0 million share repurchase program established in January 2020, which replaced our prior program. During 2019, we received aggregate net proceeds of $288.5 million from property dispositions, which were utilized to fund a portion of our value-enhancing reinvestment program, acquire $79.6 million of assets, including transaction costs, repay $27.4 million of outstanding indebtedness, and repurchase $14.6 million of our common stock. During 2020, we intend to utilize net disposition proceeds for our reinvestment program, property acquisitions, and additional stock repurchases, as warranted. 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, 2019, we had $1.24 billion of available liquidity under our $1.25 billion revolving credit facility (the “Revolving Facility”). We have no debt maturities until 2022. Operating in a Socially Responsible Manner. We believe that prioritizing the well-being of all our stakeholders is critical to delivering consistent, sustainable growth. As such, our Corporate Responsibility strategy is driven by creating partnerships that improve the social, economic and environmental well-being of all our stakeholders and is guided by our mission to be the centers of the communities we serve. As such, we are making meaningful progress against our established long-term targets to mitigate our environmental impact, including reductions in electric and water usage and greenhouse gas emissions, the conversion to LED lighting, and the installation of electric vehicle charging stations. We also partner with our tenants to achieve our sustainability goals through green lease provisions which facilitate the installation of solar panels at a number of our shopping centers, providing tenants with lower-cost on-site renewable energy systems. As a result of our efforts, we have been recognized by GRESB as a Green Star recipient and by the Institute for Market Transformation and U.S. Department of Energy Better Buildings Alliance as a Green Lease Leader at the highest Gold level. Our ongoing commitment to sustainability is also evident in our approach to value-enhancing reinvestment activity, which centers on transforming properties to meet the needs of the communities we serve through strategic repositioning and redevelopment activity, executed with a focus on resource efficiency and energy management. Additionally, we work to provide welcoming, safe and attractive retail centers for our tenants and their customers to gather, connect and engage, both within stores at our centers and in public spaces throughout our Portfolio. We further support our communities by hosting local events, volunteering, and providing aid in times of need. We collaborate with our tenants through proactive property management and ongoing tenant coordination, and we continually monitor our success through the use of tenant engagement surveys. We are also highly committed to being a responsible employer and creating and sustaining a positive work environment and corporate culture characterized by high levels of employee engagement, growth and development, and health and wellness. We seek to attract and retain diverse and talented professionals who align with our cultural tenets of integrity, accountability, inclusion and trust. We empower our employees to think and act like owners, provide training to help them succeed, support a healthy and positive work/life balance and foster interactions with local communities in order to create value for all stakeholders. We believe this approach creates collaborative, skilled and motivated teams. We monitor our performance 3 through recurring employee engagement surveys and utilize the results from such surveys to continually improve our organization. Our Board of Directors oversees these initiatives to ensure that we continue to demonstrate our strong commitment to operating in an environmentally and socially responsible manner. Additional information regarding our Corporate Responsibility strategy can be found in our Corporate Responsibility Report at https://www.brixmor.com/why-brixmor/corporate-responsibility. Competition We face considerable competition in the leasing of real estate. We compete with many other companies in leasing space to prospective tenants and in renewing current tenants upon expiration of their respective leases. We believe that the principal competitive factors in attracting tenants include the quality of location and co-tenancy, the relevancy of a center to its community, the physical condition of the shopping center, and the cost of occupancy to the tenant. 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 levels with a strong base of nationally and regionally recognized anchor tenants that generate substantial daily traffic and reflect the unique character of each community. 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 most 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, 2019, we had 477 employees. Financial Information about Industry Segments Our principal business is the ownership and operation of community and neighborhood shopping centers. We do not distinguish our principal business or group our operations on a geographical basis for purposes of measuring performance. Accordingly, we have a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of our management, no material part of our and our subsidiaries’ business is dependent upon a single tenant, the loss of any one of which would have a material adverse effect on us, and no single tenant or single shopping center accounted for 5% or more of our consolidated revenues during 2019. REIT Qualification We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws, commencing with our taxable year ended December 31, 2011, have satisfied such requirements through our taxable year ended December 31, 2019, and intend to continue to satisfy such requirements for subsequent taxable years. 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 value of our assets, the amounts we distribute to our stockholders and the diversity of ownership of our stock. In order to comply with REIT requirements, we may need to forgo otherwise attractive opportunities or limit the manner in which we conduct our operations. See “Risk Factors — Risks Related to our REIT Status and Certain Other Tax Items.” 4 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 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 of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC. We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act. You may access these filings by visiting “SEC Filings” under the “Financial Info” section of the “Investors” portion of our website. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information for issuers, such as us, that file electronically with the SEC at 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 enroll to automatically receive e-mail alerts and other information about our company by visiting “Email Alerts” under the “Additional Info” section of the “Investors” portion of our website. Item 1A. Risk Factors Risks Related to Our Portfolio and Our Business Adverse economic, market and real estate conditions may adversely affect our financial condition, operating results and cash flows. Our Portfolio is predominantly comprised of community and neighborhood shopping centers. Our performance is, therefore, subject to risks associated with owning and operating these types of real estate assets, including: (1) changes in national, regional and local economies, due to global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, as well as from domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates and limited growth in consumer income; (2) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio; (3) competition from other available properties and e-commerce, and the attractiveness of properties in our Portfolio to our tenants; (4) ongoing disruption and/or consolidation in the retail sector, the financial stability of our tenants and the overall financial condition of large retailing companies, including their ability to pay rent and expense reimbursements; (5) in the case of percentage rents, the sales volume of our tenants; (6) increases in property operating expenses, including common area expenses, utilities, insurance and real estate taxes, which are relatively inflexible and generally do not decrease if revenue or occupancy decrease; (7) increases in the costs to repair, renovate and re-lease space; (8) earthquakes, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, civil unrest, terrorist acts or acts of war, which may result in uninsured or underinsured losses; and (9) changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes. These and other factors could adversely affect our financial condition, operating results and cash flows. We face considerable competition in the leasing market and may be unable to renew leases or re-lease space as leases expire. Consequently, we may be required to make rent or other concessions and/or incur significant capital expenditures to retain and attract tenants, which could adversely affect our financial condition, operating results and cash flows. There are numerous shopping venues, including regional malls, outlet malls, other shopping centers and e-commerce, which compete with our Portfolio in attracting and retaining retailers. As of December 31, 2019, 5 leases are scheduled to expire in our Portfolio on a total of approximately 9.5% of leased GLA during 2020. We may not be able to renew or promptly re-lease expiring space and even if we do renew or re-lease such space, future rental rates may be lower than current rates and other terms may not be as favorable. In addition, we may be required to make rent concessions and/or incur significant capital expenditures in the leasing market in order to retain or attract tenants. In these situations, our financial condition, operating results and cash flows could be adversely impacted. We face considerable competition for tenants and the business of consumers. Consequently, we actively reinvest in our Portfolio in the form of repositioning and redevelopment projects. Such projects have inherent risks that could adversely affect our financial condition, operating results and cash flows. In order to maintain our attractiveness to retailers and consumers, we are actively reinvesting in our Portfolio in the form of repositioning and redevelopments projects. In addition to the risks associated with real estate investments in general, as described elsewhere, the risks associated with repositioning and redevelopment projects include: (1) delays or failures in obtaining necessary zoning, occupancy, land use, and other governmental permits; (2) abandonment of projects after expending resources to pursue such opportunities; (3) cost overruns; (4) construction delays; (5) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; and (6) exposure to fluctuations in the general economy due to the time lag between commencement and completion of repositioning and redevelopment projects. If we fail to reinvest in our Portfolio or maintain its attractiveness to retailers and consumers, if our capital improvements are not successful, or if retailers or consumers perceive that shopping at other venues (including e-commerce) is more convenient, cost-effective or otherwise more compelling, our financial condition, operating results and cash flows could be adversely impacted. Our performance depends on the financial health of tenants in our Portfolio and our continued ability to collect rent when due. Significant retailer distress across our Portfolio could adversely affect our financial condition, operating results and cash flows. Our income is substantially derived from rental income on real property. As a result, our performance depends on the collection of rent from tenants in our Portfolio. Our income would be adversely affected if a significant number of our tenants failed to make rental payments when due. In addition, many of our tenants rely on external sources of financing to operate and grow their businesses, and disruptions in credit markets could adversely affect our tenants’ ability to obtain financing on favorable terms or at all. If our tenants are unable to secure necessary financing to continue to operate or expand their businesses, they may be unable to meet their rent obligations, renew leases or enter into new leases with us, which could adversely affect our financial condition, operating results and cash flows. In certain circumstances, a tenant may have a right to terminate its lease. For example, in certain circumstances, a failure by an anchor tenant to occupy their leased premises could result in lease terminations or reductions in rent paid by other tenants in those shopping centers. In such 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 in replacing such tenants could adversely affect our financial condition, operating results and cash flows. We may be unable to collect balances and/or future contractual rents due from tenants that file for bankruptcy protection, which could adversely affect our financial condition, operating results and cash flows. We have seen ongoing retailer bankruptcies in recent years, including with respect to certain current and former tenants. If a tenant files for bankruptcy, we may not be able to collect amounts owed by that party prior to the filing. In addition, after filing for bankruptcy, a tenant may terminate any or all of its leases with us, which would result in a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term. In these situations, we may be required to make capital improvements to re-lease the space, and 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, operating results and cash flows. 6 Our expenses may remain constant or increase, even if income from our Portfolio decreases, which could adversely affect our financial condition, operating results and cash flows. Costs associated with our business, such as common area expenses, utilities, insurance, real estate taxes and corporate expenses, are relatively inflexible and generally do not decrease in the event that a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause our revenues to decrease. In addition, inflation could result in higher operating costs, and we have seen, and may continue to see, increases in real estate taxes in certain jurisdictions in which we operate. If we are unable to lower our operating costs when revenues decline and/or are unable to pass along cost increases to our tenants, our financial condition, operating results and cash flows could be adversely impacted. 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, which could adversely affect our financial condition, operating results and cash flows. Our ability to dispose of properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers, and we cannot predict the various market conditions affecting real estate investments that will exist at any particular time in the future. We may be required to expend funds to correct defects or to make capital improvements before a property can be sold and we cannot assure that we will have funds available to make such capital improvements; therefore, we may be unable to sell a property on favorable terms or at all. In addition, the ability to sell assets in our Portfolio may also be restricted by certain covenants in our debt agreements, such as the credit agreement governing our senior unsecured credit facility, as amended December 12, 2018 (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, operating results and cash flows. Our real estate assets may be subject to impairment charges. We periodically assess whether there are any indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the carrying value of our real estate assets (including any related intangible assets or liabilities) and other investments may be impaired. A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property cash flows, taking into account the anticipated probability-weighted holding period, are less than the carrying value of the property. In our estimate of cash flows, we consider trends and prospects for a property and the effects of demand and competition on expected future operating income. If we are evaluating the redevelopment or potential sale of an asset, the undiscounted future cash flows consider the most likely course of action as of the balance sheet date. 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 an adverse effect on our operating results in the period in which the charge is recognized. We face competition in pursuing acquisition opportunities that could increase the cost of such acquisitions and/or limit our ability to grow, and we may not be able to generate expected returns or successfully integrate completed acquisitions into our existing operations, which could adversely affect our financial condition, operating results and cash flows. We continue to evaluate the market for acquisition opportunities and we may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully integrate, operate, reposition or redevelop them is subject to several risks. We may be unable to acquire a desired property because of competition from other real estate investors, including from other well-capitalized REITs and institutional investment funds. Even if we are able to acquire a desired property, competition from such investors 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 several reasons, including: (1) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all; (2) inability to successfully integrate new properties into existing operations; and (3) exposure to fluctuations in the general economy, including 7 due to the time lag between signing definitive documentation to acquire a new property and the closing of the acquisition. If any of these events occur, the cost of the acquisition may exceed initial estimates or the expected returns may not achieve those originally contemplated, which could adversely affect our financial condition, operating results and cash flows. We utilize a significant amount of indebtedness in the operation of our business. Required debt service payments and other risks related to our debt financing could adversely affect our financial condition, operating results and cash flows. As of December 31, 2019, we had approximately $4.9 billion aggregate principal amount of indebtedness outstanding. 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, pay dividends, including those necessary to maintain our REIT qualification, or use for other purposes; (2) increase our vulnerability to an economic downturn, as debt payments are not reduced if the economic performance of any property or the Portfolio as a whole deteriorates; (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 the acceleration of a significant amount of debt and could materially impair our ability to borrow unused amounts under existing financing arrangements or to obtain additional financing on favorable terms or at all. Any of these outcomes could adversely affect our financial condition, operating results and cash flows. Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations may adversely affect our operating results and cash flows. Borrowings under our Revolving Facility, unsecured $350.0 million term loan agreement, as amended on December 12, 2018 (the “$350 Million Term Loan”), unsecured $300.0 million term loan agreement, as amended on December 12, 2018 (the “$300 Million Term Loan”), and unsecured $250.0 million Floating Rate Senior Notes due 2022 (the “2022 Notes”) bear interest at variable rates. 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 $800 million of our variable rate debt, which involve the exchange of variable for fixed rate interest payments. Taking into account our current interest rate swap agreements, a 100 basis point increase in interest rates would result in a $1.1 million increase in annual interest expense. We may be adversely affected by changes in LIBOR reporting practices or the method by which LIBOR is determined. In July 2017, the Financial Conduct Authority (“FCA”) that regulates the London Interbank Offered Rate (“LIBOR”) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”), which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR may be limited or discontinued or when there will be sufficient liquidity in the SOFR market. As of December 31, 2019, we had $907.0 million of debt and seven interest rate swaps with an aggregate notional value of $800.0 million outstanding that were indexed to LIBOR. We are monitoring and evaluating the risks related to potential changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR could also be impacted when LIBOR is limited or discontinued and contracts must be transitioned to a new alternative rate. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require negotiation with the respective counterparty. If a contract is not transitioned to an alternative rate and LIBOR is discontinued, the impact on our contracts is likely to vary by contract. While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that time. This could occur, for example, if a sufficient 8 number of banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate would be accelerated and/or magnified. Any of these events could have an adverse effect on our financing costs, and as a result, our financial condition, operating results and cash flows. We may be unable to obtain additional capital through the debt and equity markets, which could have an adverse effect on our financial condition, operating results and cash flows. We cannot assure that we will be able to access the capital markets to obtain additional debt or equity capital on terms favorable to us. Our access to external capital depends upon several factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential, our liquidity and leverage ratios, our cash distributions, and the market price of our common stock. Our inability to obtain debt or equity capital on favorable terms or at all could result in the disruption of our ability to: (1) operate, maintain or reinvest in our Portfolio; (2) repay or refinance our indebtedness on or before maturity; (3) acquire new properties; or (4) dispose of some of our assets on favorable terms due to an immediate need for capital. Adverse changes in our credit rating could affect our borrowing capacity and borrowing terms. Our creditworthiness is rated by nationally recognized credit rating agencies. The credit ratings assigned are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit rating agencies as relevant to our industry. Our credit rating can affect our ability to access debt capital, as well as the terms of certain existing and future debt financing we may 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, operating results and cash flows. Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition, operating results and cash flows. Our debt agreements contain various financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur secured and unsecured debt. The breach of any of these covenants, if not cured within any applicable cure period, could result in a default and acceleration of certain of our indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay or refinance such indebtedness on favorable terms, or at all, which could adversely affect our financial condition, operating results and cash flows. Legal proceedings related to the Audit Committee review may result in certain costs and expenses and divert resources from our operations and therefore could adversely affect our financial condition, operating results and cash flows. As discussed under the heading “Legal Matters” in Note 15 — Commitments and Contingencies to our Consolidated Financial Statements in this report, we finalized a settlement with the SEC with respect to matters related to the Audit Committee review and we believe that no additional governmental proceedings relating to these matters will be brought against us. We understand that the SEC and Southern District of New York have announced actions relating to these matters with respect to certain former employees. We remain obligated to indemnify these former officers for legal and other professional fees, some of which may be in excess of our insurance coverage and therefore could adversely affect our financial condition, operating results and cash flows. 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, where coverages are limited or deductibles may be higher. In addition, tenants generally are required 9 to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property on the premises due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and to obtain liability and property damage insurance policies at the tenant’s expense, kept in full force during the term of the lease. However, tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of 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, operating results and cash flows. Environmental conditions that exist at some of the properties in our Portfolio could result in significant unexpected costs. We are subject to federal, state, and local environmental regulations that apply generally to the ownership of real property and the operations conducted on real property. Under various federal, state and local laws, ordinances and regulations, we may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in our 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 gas stations, the prior or current use of which could potentially increase our environmental liability exposure. The costs of investigation, removal or remediation of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to lease such property, to borrow funds using such property as collateral, or to dispose of such property. In addition, certain of our properties may contain asbestos-containing building materials (“ACBM”). Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. The laws also may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. Finally, we can provide no assurance that we are aware of all potential environmental liabilities or that the environmental studies performed by us have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our Portfolio; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; or that changes in environmental laws and regulations will not result in additional environmental liabilities to us. Further information relating to recognition of remediation obligations in accordance with GAAP is discussed under the heading “Environmental matters” in Note 15 — Commitments and Contingencies to our Consolidated Financial Statements in this report. Compliance with the Americans with Disabilities Act 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 necessitate the removal of access barriers, and non-compliance could result in the imposition of fines by the U.S. government or an award of damages to private litigants, or both. We are continually assessing our Portfolio to determine our compliance with the current requirements of the ADA. We are required to comply with the ADA within the common areas of our Portfolio and we may not be able to pass on to our tenants the costs necessary to remediate any common area ADA issues, which could adversely affect our financial condition, operating results and cash flows. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes, and other regulations, 10 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 and 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 attacks could include attempts to gain unauthorized access to our data and/or computer systems. Attacks can be either individual or highly organized attempts by very sophisticated hacking organizations. We employ several measures to prevent, detect and mitigate these threats, which include password protection, frequent mandatory password change events, multi-factor authentication, mandatory employee trainings, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee that such efforts will be successful in preventing or mitigating a cybersecurity attack. A cybersecurity attack could compromise the confidential information, including personally identifiable information, of our employees, tenants and vendors, disrupt the proper functioning of our networks, result in misstated financial reports or loan covenants and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space or require significant management attention and resources to remedy any damages that result. A successful attack could also 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 a deterioration in their reputation resulting from a cybersecurity attack could adversely impact our business operations. As of December 31, 2019, 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 adversely affect our financial condition, operating results and cash flows. 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 adversely affect our financial condition, operating results and 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 continue to qualify as a REIT. In addition, BPG’s board of directors may change BPG’s policies with respect to conflicts of interest, provided that such changes are consistent with applicable legal requirements. A change in any of these policies could have an adverse effect on our financial condition, operating results, cash flows, 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 11 preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of any such stock, which rights may be superior to those of our common stock. Thus, BPG’s board of directors could authorize the issuance of shares of a class or series of stock with terms and conditions which could have the effect of discouraging an unsolicited acquisition of us or a change of our control in which holders of some or a majority of BPG’s outstanding common stock 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 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 made a party to or witness in a proceeding by reason of his or her service in those capacities (or in a similar capacity at another entity at the request of BPG), to the maximum extent permitted under Maryland law, from and against any claim or liability to which such person may become subject by reason of his or her status as a present or former director or officer of BPG. In addition, BPG may be obligated to pay or reimburse the expenses incurred by BPG’s present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, BPG and BPG’s stockholders may have more limited rights to recover money damages from BPG’s directors and officers than might otherwise exist absent these provisions in BPG’s charter and bylaws or that might exist with other companies, which could limit the recourse of stockholders 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 under Maryland law, BPG renounces any interest or expectancy that BPG has in, or any right to be offered an opportunity to participate in, any business opportunities that are from time to time presented to or developed by BPG’s directors or their affiliates, other than to those directors who are employed by BPG or BPG’s subsidiaries, unless the business opportunity is expressly offered or made known to such person in his or her capacity as a director. Non-employee directors or any of their affiliates will not have any duty to 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 under Maryland law, each of BPG’s non-employee directors, and any of their affiliates, may: • • acquire, hold and dispose of shares of BPG’s stock or OP Units for his or her own account or for the account of others, and exercise all of the rights of a stockholder of Brixmor Property Group Inc. or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she or it were not BPG’s director or stockholder; and in his, her or its personal capacity or in his, her or its capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation or disposition of interests in mortgages, real property or persons engaged in the real estate business. BPG’s charter also provides that, to the maximum extent permitted under Maryland law, in the event that any non-employee director, or any of their respective affiliates, acquires knowledge of a potential 12 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 himself, herself or itself, 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 deprive us of opportunities which we may have otherwise wanted to pursue. Risks Related to our REIT Status and Certain Other Tax Items If BPG does not maintain its qualification as a REIT, it will be subject to tax as a regular corporation and could face a substantial tax liability. BPG intends to continue to operate so as to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, BPG could fail to meet various compliance requirements, which could jeopardize its REIT status. Furthermore, new tax legislation, administrative guidance or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for BPG to qualify as a REIT. If BPG fails to qualify as a REIT in any 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 flows and funds available for distribution to stockholders; and BPG would be disqualified from taxation as a REIT for the four taxable years following the year in which it failed to qualify as a REIT. The Internal Revenue Service (“IRS”), the U.S. Treasury Department and Congress frequently review U.S. federal income tax legislation, regulations and other guidance. BPG cannot predict whether, when, or to what extent new U.S. federal tax laws, regulations, interpretations, or rulings will be adopted. Any legislative action may prospectively or retroactively modify BPG’s tax treatment and, therefore, may adversely affect taxation of BPG or BPG’s stockholders. Stockholders should consult with their tax advisors with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in BPG’s stock. Complying with REIT requirements may force BPG to liquidate or restructure investments or forgo otherwise attractive investment opportunities. In order to qualify as a REIT, BPG must 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 20% 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. In addition to the quarterly asset test requirements, BPG must annually satisfy two income test requirements (the “75% and 95% gross income tests”), which require that at least 75% of BPG’s gross income be derived from passive real estate sources, 13 including rents from real property, gains from the disposition of real property and other specified qualifying real estate-sourced income. In addition, at least 95% of BPG’s gross income generally must be derived from items qualifying for the 75% income test and other specified interest, dividend and portfolio-type income. As a result, BPG may be required to liquidate from its portfolio, or contribute to a taxable REIT subsidiary, otherwise attractive investments in order to maintain its qualification as a REIT. These actions could reduce BPG’s income and amounts available for distribution to its stockholders. BPG may be unable to pursue investments that would otherwise be advantageous to it in order to satisfy the asset or income diversification requirements for qualifying as a REIT. In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.” Prohibited transactions generally include sales of assets, other than foreclosure property, that constitute inventory or other property held for sale to customers in the ordinary course of business. Although BPG does not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of BPG’s business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with BPG’s characterization of its properties or that BPG will be able to make use of the otherwise available safe harbors. This 100% tax could affect BPG’s decisions to sell property if it believes such sales could be treated as prohibited transactions. However, BPG would not be subject to this tax if it were to sell such assets through a taxable REIT subsidiary. 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 fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets, or to manage the risk of 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 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 taxable REIT subsidiary. This could expose BPG to greater risks than BPG would otherwise want to bear or it could increase the cost of BPG’s hedging activities because its taxable REIT subsidiary would be subject to tax on gains. BPG’s charter does not permit any person to own more than 9.8% of BPG’s outstanding common stock or of BPG’s outstanding stock of all classes or series, and attempts to acquire BPG’s common stock or BPG’s stock of all other classes or series in excess of these limits would not be effective without an exemption from these limits by BPG’s board of directors. For BPG to qualify as a REIT under the Code, not more than 50% of the value of BPG’s outstanding stock may be owned directly or indirectly by five or fewer individuals (including certain entities treated as individuals for this purpose) during the last half of a taxable year. For the purpose of assisting BPG’s qualification as a REIT for U.S. federal income tax purposes, among other purposes, BPG’s charter prohibits beneficial or constructive ownership by any individual of more than a certain percentage, currently 9.8%, in value or by number of shares, whichever is more restrictive, of the outstanding shares of BPG’s common stock or 9.8% in value of the outstanding shares of BPG’s stock, which BPG refers to as the “ownership limit.” The constructive ownership rules under the Code and BPG’s charter are complex and may cause shares of the outstanding common stock owned by a group of related individuals to be deemed to be constructively owned by one individual. As a result, the acquisition of less than 9.8% of BPG’s outstanding common stock or BPG’s stock by an individual could cause the individual to own constructively in excess of 9.8% of BPG’s outstanding common stock or BPG’s stock, respectively, and thus violate the ownership limit. Any attempt to own or transfer shares of BPG’s stock in excess of the ownership limit without an exemption from BPG’s board of directors will result either in the shares in excess of the limit being transferred by operation of the charter to a charitable trust or the transfer being void, and the individual who attempted to acquire such excess shares will not have any rights in such excess shares. In addition, there can be no assurance that BPG’s board of directors, as permitted in the charter, will not decrease this ownership limit in the future. 14 The ownership limit may have the effect of precluding a change in control of BPG by a third party, even if such change in control would be in the best interests of BPG’s stockholders or would result in BPG’s stockholders receiving a premium for their shares over the then current market price of BPG’s common stock (and even if such change in control would not reasonably jeopardize BPG’s REIT status). 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 of common stock 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 of common stock was subject to taxation for these reasons, the non-U.S. stockholder would be subject to U.S. 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 whole or 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 in shares of BPG’s stock 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 shares of BPG’s stock, by withholding or disposing of part of the shares included in such distribution and using the net 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 sales 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 23.8% tax rate on qualified dividend income paid by non-REIT “C” corporations. As a result of the more favorable rates applicable to non-REIT “C” corporate 15 qualified dividends, certain non-corporate investors could 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. Item 1B. Unresolved Staff Comments None. 16 Item 2. Properties As of December 31, 2019, our Portfolio was comprised of 403 shopping centers totaling approximately 71 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 MSAs in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2019, our three largest tenants by ABR were 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, 2019 (dollars in thousands, except for PSF amounts): Owned Leases Leased GLA Percent of GLA Percent of ABR ABR PSF(1) Retailer The TJX Companies, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Kroger Co. Dollar Tree Stores, Inc. . . . . . . . . . . . . . . Burlington Stores, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Publix Super Markets, Inc. Ahold Delhaize . . . . . . . . . . . . . . . . . . . Ross Stores, Inc . . . . . . . . . . . . . . . . . . . L.A Fitness International, LLC . . . . . . . . . Albertson’s Companies, Inc . . . . . . . . . . . . Bed Bath & Beyond, Inc. . . . . . . . . . . . . . PetSmart, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Big Lots, Inc. PETCO Animal Supplies, Inc. . . . . . . . . . . Kohl’s Corporation . . . . . . . . . . . . . . . . . Wal-Mart Stores, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Best Buy Co., Inc. . . . . . . . . . . . . . . . . . . Ulta Beauty, Inc. Party City Holdco Inc. . . . . . . . . . . . . . . The Michaels Companies, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Office Depot, Inc. TOP 20 RETAILERS . . . . . . . . . . . . . . . 88 50 126 22 29 21 36 15 16 32 26 35 32 12 15 13 26 34 24 26 678 2,678,618 3,323,325 1,449,148 1,230,948 1,279,135 1,163,367 971,774 618,290 907,916 791,126 587,388 1,150,510 434,440 914,585 1,759,473 537,660 295,778 482,332 541,541 569,591 3.8% 4.7% 2.1% 1.7% 1.8% 1.6% 1.4% 0.9% 1.3% 1.1% 0.8% 1.6% 0.6% 1.3% 2.5% 0.8% 0.4% 0.7% 0.8% 0.8% ABR $ 30,664 24,916 15,805 12,419 12,102 12,091 11,524 11,298 10,445 9,821 8,726 7,758 7,716 7,192 6,837 6,793 6,779 6,742 6,546 6,322 3.4% 2.8% 1.8% 1.4% 1.4% 1.3% 1.3% 1.3% 1.2% 1.1% 1.0% 0.9% 0.9% 0.8% 0.8% 0.8% 0.8% 0.8% 0.7% 0.7% 21,686,945 30.7% $222,496 25.2% $11.45 7.5 10.91 10.09 9.46 10.39 11.86 18.27 11.5 12.41 14.86 6.74 17.76 7.86 3.89 12.63 22.92 13.98 12.09 11.1 $10.26 (1) ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements. 17 The following table summarizes the geographic diversity of our Portfolio by state, ranked by ABR, as of December 31, 2019 (dollars in thousands, expect for PSF amounts): State Florida . . . . . . . . . 1 Texas . . . . . . . . . . 2 California . . . . . . . 3 New York . . . . . . . 4 Pennsylvania . . . . . 5 North Carolina. . . . 6 Georgia . . . . . . . . . 7 New Jersey. . . . . . . 8 9 Illinois. . . . . . . . . . 10 Ohio . . . . . . . . . . . 11 Michigan . . . . . . . . Connecticut . . . . . . 12 Tennessee . . . . . . . 13 Colorado . . . . . . . . 14 15 Massachusetts . . . . 16 Kentucky. . . . . . . . 17 Minnesota . . . . . . . South Carolina . . . . 18 Indiana . . . . . . . . . 19 20 Virginia . . . . . . . . . 21 New Hampshire . . . 22 Wisconsin . . . . . . . 23 Maryland . . . . . . . 24 Missouri . . . . . . . . 25 Alabama . . . . . . . . 26 Kansas . . . . . . . . . 27 Iowa . . . . . . . . . . . 28 West Virginia . . . . . 29 Arizona . . . . . . . . . 30 Vermont . . . . . . . . 31 Oklahoma . . . . . . . 32 Delaware . . . . . . . . 33 Maine . . . . . . . . . . 34 Louisiana . . . . . . . TOTAL Number of Properties 48 52 27 29 27 20 30 16 15 16 16 12 9 7 10 7 9 7 8 7 5 4 3 5 1 2 2 2 1 1 1 1 1 2 403 GLA 7,914,008 8,039,742 5,086,451 3,702,568 5,109,108 4,243,707 4,228,329 2,825,936 3,604,521 3,299,558 2,997,110 1,850,585 2,037,716 1,595,976 1,742,928 1,683,399 1,377,429 1,310,223 1,538,030 1,017,100 778,528 686,770 412,013 655,984 415,636 378,962 512,825 251,500 165,350 223,314 186,851 191,974 287,513 279,159 70,630,803 ABR Percent Leased Percent Billed 86.6% 90.2% $106,225 90.9% 94.2% 102,363 95,656 93.3% 96.2% 68,761 92.8% 96.5% 65,918 87.8% 90.6% 45,194 91.9% 95.5% 42,583 88.6% 90.9% 41,703 88.5% 93.4% 40,706 83.0% 86.0% 36,419 87.8% 90.6% 35,585 92.4% 94.2% 26,118 91.2% 91.4% 23,069 95.6% 96.6% 21,530 89.4% 94.4% 19,405 89.7% 93.0% 17,996 93.7% 98.1% 16,255 85.4% 90.8% 15,591 93.6% 94.8% 14,902 89.7% 90.2% 11,303 91.9% 93.5% 8,014 78.8% 81.1% 6,083 74.3% 75.8% 5,666 76.2% 83.3% 5,325 92.5% 93.6% 3,900 66.4% 77.5% 3,530 92.5% 95.5% 3,311 97.1% 98.3% 2,087 96.0% 96.0% 2,046 100.0% 100.0% 1,943 100.0% 100.0% 1,894 100.0% 100.0% 1,845 52.2% 82.3% 1,777 89.3% 89.3% 66.0% 77.5% 1,261 89.3% 92.4% $895,964 Percent of GLA Percent of Number of Properties 11.9% 12.9% 6.7% 7.2% 6.7% 5.0% 7.4% 4.0% 3.7% 4.0% 4.0% 3.0% 2.2% 1.8% 2.5% 1.8% 2.2% 1.8% 2.0% 1.8% 1.3% 1.0% 0.7% 1.2% 0.2% 0.5% 0.5% 0.5% 0.2% 0.2% 0.2% 0.2% 0.2% 0.5% Percent of ABR 11.2% 11.9% 11.4% 11.4% 7.2% 10.7% 7.7% 5.2% 7.4% 7.2% 5.0% 6.0% 4.7% 6.0% 4.7% 4.0% 4.5% 5.1% 4.1% 4.7% 4.0% 4.2% 2.9% 2.6% 2.6% 2.9% 2.4% 2.3% 2.2% 2.5% 2.0% 2.4% 1.8% 1.9% 1.7% 1.9% 1.7% 2.2% 1.3% 1.4% 0.9% 1.1% 0.7% 1.0% 0.6% 0.6% 0.6% 0.9% 0.4% 0.6% 0.4% 0.5% 0.4% 0.7% 0.2% 0.4% 0.2% 0.2% 0.2% 0.3% 0.2% 0.3% 0.2% 0.3% 0.2% 0.4% 0.1% 0.4% 100.0% 100.0% 100.0% ABR PSF(1) $15.37 14.49 21.10 19.84 17.21 11.74 11.37 16.77 13.86 14.04 13.21 15.46 11.89 15.18 15.97 12.11 14.05 12.83 11.99 12.90 13.20 11.69 16.50 8.85 12.42 12.55 6.63 8.64 12.37 8.82 10.14 11.68 20.10 5.83 $14.74 (1) ABR PSF is calculated as ABR divided by leased GLA, excluding the GLA of lessee-owned leasehold improvements. 18 The following table summarizes certain information for our Portfolio by unit size as of December 31, 2019 (dollars in thousands, expect for PSF amounts): ≥ 35,000 SF . . . . . . . . . . . . . . . 20,000 – 34,999 SF . . . . . . . . . . 10,000 – 19,999 SF . . . . . . . . . . 5,000 – 9,999 SF . . . . . . . . . . . . < 5,000 SF . . . . . . . . . . . . . . . . TOTAL . . . . . . . . . . . . . . . . . TOTAL ≥ 10,000 SF . . . . . . . . . TOTAL < 10,000 SF . . . . . . . . . Number of Units 458 511 628 1,168 6,455 9,220 1,597 7,623 GLA 26,884,686 13,457,423 8,618,388 8,040,595 13,629,711 Percent of GLA Percent Billed Percent Leased ABR ABR PSF(1) 38.1% 19.0% 12.2% 11.4% 19.3% 93.5% 95.4% $230,237 $10.37 91.1% 95.7% 90.9% 93.7% 83.9% 87.9% 81.5% 85.1% 138,883 112,571 122,448 291,825 10.90 14.29 18.15 26.00 70,630,803 100.0% 89.3% 92.4% $895,964 $14.74 48,960,497 21,670,306 69.3% 30.7% 92.4% 95.2% $481,691 82.4% 86.2% 414,273 $11.25 23.05 (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, 2019: Number of Leases Leased GLA % of Leased GLA % of In-Place ABR In-Place ABR PSF ABR PSF at Expiration M-M . . . . . . . . . . . . 2020 . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . 2024 . . . . . . . . . . . . . 2025 . . . . . . . . . . . . . 2026 . . . . . . . . . . . . . 2027 . . . . . . . . . . . . . 2028 . . . . . . . . . . . . . 2029 . . . . . . . . . . . . . 2030+ . . . . . . . . . . . . 325 1,091 1,175 1,147 977 1,026 567 339 337 294 365 447 887,084 6,214,872 8,004,262 8,330,634 6,860,133 9,244,133 6,183,680 3,308,825 3,017,915 2,624,351 3,631,364 6,967,222 1.4% 9.5% 12.2% 12.7% 10.5% 14.2% 9.5% 5.1% 4.6% 4.0% 5.6% 10.7% 1.5% 9.0% 11.6% 12.7% 10.9% 13.1% 8.7% 5.5% 5.1% 4.7% 6.1% 11.1% $15.19 12.93 13.03 13.69 14.17 12.69 12.57 15.00 15.14 16.20 15.02 14.23 $15.19 12.93 13.10 13.93 14.54 13.03 13.50 16.46 16.98 18.09 16.90 16.44 More specific information with respect to each of our properties is set forth in Exhibit 99.1, which is incorporated herein by reference. Leases Our anchor tenants generally have leases with original terms ranging from 10 to 20 years, which may or may not 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. Certain leases 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 provide for contractual increases in base rent over both the original terms and any renewal option periods, and the reimbursement of property operating expenses, including common area expenses, utilities (if not separately metered), insurance and real estate taxes. The foregoing general description of the characteristics of the leases of our Portfolio is not intended to describe all leases, and material variations in lease terms exist. 19 Insurance We have a wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance programs for our properties. We formed Incap as part of our overall risk management program and to stabilize insurance costs, manage exposure and recoup expenses through the function of the captive program. Incap is capitalized in accordance with the applicable regulatory requirements. We also maintain commercial liability, fire, extended coverage, earthquake, business interruption, and rental loss insurance covering all of the properties in our Portfolio. We select coverage specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of coverage, industry practice, and the nature of the shopping centers in our Portfolio. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property on the premises due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and to obtain liability and property damage insurance policies at the tenant’s expense, kept in full force during the term of the lease. In the opinion of our management, all of the properties in our Portfolio are currently adequately insured. We do not carry insurance for generally uninsured losses, such as losses from war. See “Risk Factors — Risks Related to Our Portfolio and Our Business — An uninsured loss on properties or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in those properties.” Item 3. Legal Proceedings The information contained under the heading “Legal Matters” in Note 15 — Commitments and Contingencies to our Consolidated Financial Statements in this report is incorporated by reference into this Item 3. Item 4. Mine Safety Disclosures Not applicable. 20 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities BPG’s common stock trades on the New York Stock Exchange under the trading symbol “BRX.” As of February 1, 2020, the number of holders of record of BPG’s common stock was 556. This figure does not represent the actual number of beneficial owners of BPG’s common stock because shares of BPG’s common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares. BPG has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, BPG must meet several organizational and operational requirements, including a requirement that it currently distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. Management intends to satisfy these requirements and maintain BPG’s REIT status. As a REIT, BPG generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. BPG’s future distributions will be at the sole discretion of BPG’s Board of Directors. When determining the amount of future distributions, we expect that BPG’s Board of Directors will consider, among other factors; (1) the amount of cash generated from our operating activities; (2) the amount of cash required for leasing and capital expenditures; (3) the amount of cash required for debt repayments, reinvestment activity, net acquisitions, and share repurchases; (4) the amount of cash required to be distributed to maintain BPG’s status as a REIT and to reduce any income and excise taxes that BPG otherwise would be required to pay; (5) any limitations on our distributions contained in our financing agreements, including, without limitation, in our Unsecured Credit Facility; (6) the sufficiency of legally-available assets; and (7) our ability to continue to access 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, or asset sales, or we may be required to reduce such distributions or make such distributions in whole or in part payable in shares of BPG’s stock. See Item 1A. “Risk Factors” for additional information regarding risk factors that could adversely affect our results of operations. Distributions to the extent of the Company’s current and accumulated earnings and profits for federal income tax purposes will be taxable to stockholders as ordinary dividend income or capital gain income. Distributions in excess of taxable earnings and profits generally will be treated as non-taxable return of capital. These distributions, to the extent that they do not exceed the stockholder’s adjusted tax basis in its common shares, have the effect of deferring taxation until the sale of the stockholder’s common shares. To the extent that distributions are both in excess of taxable earnings and profits and in excess of the stockholder’s adjusted tax basis in its common shares, the distribution will be treated as capital gain from the sale of common shares. For the taxable year ended December 31, 2019, 78.7% of the Company’s distributions to stockholders constituted taxable ordinary income and 21.3% constituted a return of capital. 21 BPG’s Total Stockholder Return Performance The following performance chart compares, for the period from December 31, 2014 through December 31, 2019, the cumulative total stockholder return of BPG’s common stock with the cumulative total return of the S&P 500 Index and the FTSE NAREIT Equity Shopping Centers Index. All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed. Sales of Unregistered Equity Securities There were no unregistered sales of equity securities during the year ended December 31, 2019. Issuer Purchases of Equity Securities On December 5, 2017, the Board of Directors authorized a share repurchase program (the “Program”) for up to $400.0 million of our common stock. During the year ended December 31, 2019, we repurchased 834,921 shares of common stock under the Program at an average price per share of $17.43 for a total of $14.6 million, excluding commissions. We incurred commissions of less than $0.1 million in conjunction with the Program during the year ended December 31, 2019. During the three months ended December 31, 2019, we did not repurchase any shares of common stock. The Program expired pursuant to its terms on December 5, 2019. Subsequent to December 31, 2019, we established a new share repurchase program. See Note 20 — Subsequent Events to our Consolidated Financial Statements in this report for additional information. Item 6. Selected Financial Data The following tables show 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) 2019 Year Ended December 31, 2017 2016 2018 2015 Revenues Rental income . . . . . . . . . . . . . . . . . . $1,166,379 $1,233,068 $1,281,724 $1,273,669 $1,262,344 3,636 Other revenues . . . . . . . . . . . . . . . . . 1,265,980 . . . . . . . . . . . . . . . . . . . 1,456 1,283,180 1,879 1,168,258 2,103 1,275,772 1,272 1,234,340 Total revenues Operating expenses Operating costs . . . . . . . . . . . . . . . . . Real estate taxes . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . Provision for doubtful accounts Impairment of real estate assets . . . . . General and administrative . . . . . . . . . Total operating expenses . . . . . . . . . . . . Other income (expense) Dividends and interest . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . Gain on sale of real estate assets . . . . . Gain (loss) on extinguishment of debt, net . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . Total other expense . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . Net income attributable to common 124,876 170,988 332,431 — 24,402 102,309 755,006 699 (189,775) 54,767 (1,620) (2,550) (138,479) 136,217 177,401 352,245 10,082 53,295 93,596 822,836 519 (215,025) 209,168 (37,096) (2,786) (45,220) 136,092 179,097 375,028 5,323 40,104 92,247 827,891 365 (226,660) 68,847 498 (2,907) (159,857) 133,429 174,487 387,302 9,182 5,154 92,248 801,802 542 (226,671) 35,613 (832) (4,957) (196,305) 129,477 180,911 417,935 9,540 1,005 98,454 837,322 315 (245,012) 11,744 1,720 (348) (231,581) 274,773 366,284 295,432 277,665 197,077 — — 381 477 459 — 274,773 — 366,284 4,556 300,369 — 278,142 — 197,536 — — (76) (2,514) (3,816) 274,773 — 366,284 — 300,293 (39) 275,628 (150) 193,720 (150) stockholders . . . . . . . . . . . . . . . . . . . $ 274,773 $ 366,284 $ 300,254 $ 275,478 $ 193,570 Per common share: Net income attributable to common stockholders: Basic . . . . . . . . . . . . . . . . . . . . . . . . $ Diluted . . . . . . . . . . . . . . . . . . . . . . $ Weighted average shares: 0.92 $ 0.92 $ 1.21 $ 1.21 $ 0.98 $ 0.98 $ 0.91 $ 0.91 $ 0.65 0.65 Basic . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . 298,229 299,334 302,074 302,339 304,834 305,281 301,601 305,060 298,004 305,017 Cash dividends declared per common share . . . . . . . . . . . . . . . . . . . . . . . . $ 1.125 $ 1.105 $ 1.055 $ 0.995 $ 0.92 23 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES SELECT BALANCE SHEET INFORMATION (in thousands) 2019 2018 2017 2016 2015 December 31, Balance sheet data as of the end of each year Real estate, net . . . . . . . . . . . . . . . . . $7,642,350 $7,749,650 $8,560,421 $8,842,004 $9,052,165 Total assets . . . . . . . . . . . . . . . . . . . . Debt obligations, net(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities $8,142,496 $4,861,185 $8,242,421 $4,885,863 $9,153,926 $5,676,238 $9,319,685 $5,838,889 $9,498,007 $5,974,266 $5,398,639 $5,406,322 $6,245,578 $6,392,525 $6,577,705 Total equity . . . . . . . . . . . . . . . . . . . $2,743,857 $2,836,099 $2,908,348 $2,927,160 $2,920,302 (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 unit data) Year Ended December 31, 2019 2018 2017 2016 2015 Revenues Rental income . . . . . . . . . . . . . . . . . . $1,166,379 $1,233,068 $1,281,724 $1,273,669 $1,262,344 Other revenues . . . . . . . . . . . . . . . . . . 1,879 1,272 1,456 2,103 3,636 Total revenues . . . . . . . . . . . . . . . . . . . . 1,168,258 1,234,340 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 . . . . . . . . . Total operating expenses . . . . . . . . . . . . . Other income (expense) Dividends and interest . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . Gain on sale of real estate assets . . . . . . Gain (loss) on extinguishment of debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other 124,876 170,988 332,431 — 24,402 102,309 755,006 136,217 177,401 352,245 10,082 53,295 93,596 136,092 179,097 375,028 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 98,454 822,836 827,891 801,802 837,322 699 (189,775) 54,767 519 (215,025) 209,168 365 (226,660) 68,847 542 (226,671) 35,613 315 (245,012) 11,744 (1,620) (2,550) (37,096) (2,786) 498 (2,907) (832) (4,957) 1,720 (348) Total other expense . . . . . . . . . . . . . . . . . (138,479) (45,220) (159,857) (196,305) (231,581) Income before equity in income of unconsolidated joint venture . . . . . . . . 274,773 366,284 295,432 277,665 197,077 Equity in income of unconsolidated joint venture . . . . . . . . . . . . . . . . . . . . . . . Gain on disposition of unconsolidated joint venture interest . . . . . . . . . . . . . . — — — — 381 4,556 477 — 459 — Net income . . . . . . . . . . . . . . . . . . . . . . $ 274,773 $ 366,284 $ 300,369 $ 278,142 $ 197,536 Per common unit: Net income: Basic . . . . . . . . . . . . . . . . . . . . . . . . . $ Diluted . . . . . . . . . . . . . . . . . . . . . . . $ 0.92 $ 0.92 $ 1.21 $ 1.21 $ 0.98 $ 0.98 $ 0.91 $ 0.91 $ 0.65 0.65 Weighted average units: Basic . . . . . . . . . . . . . . . . . . . . . . . . . 298,229 302,074 304,913 304,600 303,992 Diluted . . . . . . . . . . . . . . . . . . . . . . . 299,334 302,339 305,281 305,059 305,017 25 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES SELECT BALANCE SHEET INFORMATION (in thousands) 2019 2018 2017 2016 2015 December 31, Balance sheet data as of the end of each year Real estate, net . . . . . . . . . . . . . . . . . $7,642,350 $7,749,650 $8,560,421 $8,842,004 $9,052,165 Total assets . . . . . . . . . . . . . . . . . . . . Debt obligations, net(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities $8,142,480 $4,861,185 $8,242,075 $4,885,863 $9,153,677 $5,676,238 $9,319,434 $5,838,889 $9,497,775 $5,974,266 $5,398,639 $5,406,322 $6,245,578 $6,392,525 $6,577,705 Total capital . . . . . . . . . . . . . . . . . . . $2,743,841 $2,835,753 $2,908,099 $2,926,909 $2,920,070 (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 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 stated otherwise or the context otherwise requires, “we,” “our,” and “us” mean 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 (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of December 31, 2019, our portfolio was comprised of 403 shopping centers (the “Portfolio”) totaling approximately 71 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas (“MSAs”) in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2019, our three largest tenants by annualized base rent (“ABR”) were The TJX Companies, Inc. (“TJX”), The Kroger Co. (“Kroger”), 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 U.S. federal income tax laws, commencing with our taxable year ended December 31, 2011, has maintained such requirements through our taxable year ended December 31, 2019, and intends to satisfy such requirements for subsequent taxable years. Our primary objective is to maximize total returns to our stockholders through consistent, sustainable growth in cash flow. Our key strategies to achieve this objective include proactively managing our Portfolio to drive internal growth, pursuing value-enhancing reinvestment opportunities and prudently executing on acquisition and disposition activity, while also maintaining a flexible capital structure positioned for growth. In addition, as we execute on our key strategies, we do so guided by a commitment to operate in a socially responsible manner that allows us to realize our goal of owning and managing properties that are the centers of the communities we serve. 26 We believe the following set of competitive advantages positions us to successfully execute on our key strategies: • • • Expansive Retailer Relationships — We believe that the scale of our asset base and our nationwide footprint represent competitive advantages in supporting the growth objectives of the nation’s largest and most successful retailers. We believe that we are one of the largest landlords by GLA to TJX and Kroger, as well as a key landlord to most major grocers and retail category leaders. We believe that our strong relationships with leading retailers afford us unique insight into their strategies and priority access to their expansion plans. Fully-Integrated Operating Platform — We manage a fully-integrated operating platform, leveraging our national scope and demonstrating our commitment to operating with a strong regional and local presence. We provide our tenants with dedicated service through both our national accounts leasing team based in New York and our network of four regional offices in Atlanta, Chicago, Philadelphia and San Diego, as well as our 11 leasing and property management satellite offices throughout the country. We believe that this structure enables us to obtain critical national market intelligence, while also benefitting from the regional and local expertise of our leasing and operations team. Experienced Management — Senior members of our management team are seasoned real estate operators with extensive public company leadership experience. Our management team has deep industry knowledge and well-established relationships with retailers, brokers and vendors through many years of operational and transactional experience, as well as significant capital markets capabilities and expertise in executing value-enhancing reinvestment opportunities. 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 for their proportionate share of property operating expenses, including common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of our properties. Rental income is primarily dependent on our ability to maintain or increase rental rates, renew expiring leases and/or lease available space, and our inability to do so may impact our overall performance. Additionally, increases in our property operating expenses, including repairs and maintenance, landscaping, snow removal, utilities, security, ground rent related to properties for which we are the lessee, property insurance, real estate taxes and various other costs, to the extent they are not offset by increases in revenue, may impact our overall performance. Factors that could affect our rental income and/or property operating expenses include: (1) changes in national, regional and local economies, due to global events such as international trade disputes, a foreign debt crisis, foreign currency volatility, as well as from domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, rising interest rates and limited growth in consumer income; (2) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio; (3) competition from other available properties and e-commerce, and the attractiveness of properties in our Portfolio to our tenants; (4) ongoing disruption and/or consolidation in the retail sector, the financial stability of our tenants and the overall financial condition of large retailing companies, including their ability to pay rent and expense reimbursements; (5) in the case of percentage rents, the sales volume of our tenants; (6) increases in property operating expenses, including common area expenses, utilities, insurance and real estate taxes, which are relatively inflexible and generally do not decrease if revenue or occupancy decrease; (7) increases in the costs to repair, renovate and re-lease space; (8) earthquakes, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, civil unrest, terrorist acts or acts of war, which may result in uninsured or underinsured losses; and (9) changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes. See Item 1A. “Risk Factors” for a further discussion of these and other factors that could impact our future results. 27 Leasing Highlights As of December 31, 2019, billed and leased occupancy were 89.3% and 92.4%, respectively, as compared to 88.4% and 91.9%, respectively, as of December 31, 2018. The following table summarizes our executed leasing activity for the years ended December 31, 2019 and 2018 (dollars in thousands, except for per square foot (“PSF”) amounts): New, renewal and option leases . . . . New and renewal leases . . . . . . . . . New leases . . . . . . . . . . . . . . . . . . Renewal leases . . . . . . . . . . . . . . . Option leases . . . . . . . . . . . . . . . . New, renewal and option leases . . . . New and renewal leases . . . . . . . . . New leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Renewal leases Option leases . . . . . . . . . . . . . . . . For the Year Ended December 31, 2019 Leases 1,757 1,506 622 884 251 GLA 12,789,345 7,887,596 3,525,712 4,361,884 4,901,749 New ABR PSF $13.89 16.20 16.52 15.94 10.17 For the Year Ended December 31, 2018 Leases 1,979 1,696 637 1,059 283 GLA 12,370,589 8,467,746 3,867,457 4,600,289 3,902,843 New ABR PSF $14.36 15.72 14.89 16.42 11.41 Tenant Improvements and Allowances PSF $ 7.16 11.57 23.86 1.63 0.06 Tenant Improvements and Allowances PSF $ 7.57 11.01 21.82 1.92 0.10 Third Party Leasing Commissions PSF $1.50 2.44 5.30 0.12 — Third Party Leasing Commissions PSF $1.48 2.15 4.66 0.04 0.03 Rent Spread(1) 10.9% 13.1% 31.7% 7.8% 6.9% Rent Spread(1) 11.8% 13.8% 34.4% 7.6% 7.0% (1) Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months. 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, 2019, we acquired two shopping centers, two leases at an existing shopping center and one land parcel for an aggregate purchase price of $79.6 million, including transaction costs. During the year ended December 31, 2018, we acquired two land parcels, one building, three outparcel buildings and one outparcel for $17.4 million, including transaction costs. Disposition Activity • • During the year ended December 31, 2019, we disposed of 24 shopping centers and three partial shopping centers for aggregate net proceeds of $288.5 million resulting in aggregate gain of $53.4 million and aggregate impairment of $16.4 million. In addition, during the year ended December 31, 2019, we received aggregate net proceeds of $1.6 million from previously disposed assets resulting in aggregate gain of $1.4 million. During the year ended December 31, 2018, we disposed of 62 shopping centers, two partial shopping centers and one land parcel for aggregate net proceeds of $957.5 million resulting in aggregate gain of $208.7 million and aggregate impairment of $37.0 million. In addition, during the year ended December 31, 2018, we received aggregate net proceeds of $0.5 million from previously disposed assets resulting in aggregate gain of $0.5 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, 2019 to the Year Ended December 31, 2018 Revenues (in thousands) Revenues Year Ended December 31, 2019 2018 $ Change Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,166,379 $1,233,068 $(66,689) Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,879 1,272 607 Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,168,258 $1,234,340 $(66,082) Rental income The decrease in rental income for the year ended December 31, 2019 of $66.7 million, as compared to the corresponding period in 2018, was primarily due to an $86.7 million decrease in rental income due to net disposition activity, partially offset by a $20.0 million increase for the remaining portfolio. The increase for the remaining portfolio was due to (i) a $19.5 million increase in base rent; (ii) an $8.4 million increase in straight-line rental income, net; (iii) a $5.1 million increase in expense reimbursements; (iv) a $2.5 million increase in ancillary and other rental income; and (v) a $1.3 million increase in percentage rents; partially offset by (vi) a $9.8 million increase in revenues deemed uncollectible; (vii) a $6.8 million decrease in accretion of above- and below-market leases and tenant inducements, net; and (viii) a $0.2 million decrease in lease termination fees. The $19.5 million increase in base rent for the remaining portfolio was primarily due to contractual rent increases as well as positive rent spreads for new and renewal leases and option exercises of 10.9% during the year ended December 31, 2019 and 11.8% during the year ended December 31, 2018. In connection with the adoption of Accounting Standards Codification 842 (“ASC 842”), revenues deemed uncollectible, as noted above, is now recognized as an adjustment to rental income. Prior period provision for doubtful accounts is presented in accordance with our previous presentation and has not been reclassified to rental income. Other revenues The increase in other revenues for the year ended December 31, 2019 of $0.6 million, as compared to the corresponding period in 2018, was primarily due to an increase in tax increment financing income. Operating Expenses (in thousands) Operating expenses Year Ended December 31, 2019 2018 $ Change Operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . Impairment of real estate assets . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . $124,876 170,988 332,431 — 24,402 102,309 $136,217 177,401 352,245 10,082 53,295 93,596 $(11,341) (6,413) (19,814) (10,082) (28,893) 8,713 Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . $755,006 $822,836 $(67,830) Operating costs The decrease in operating costs for the year ended December 31, 2019 of $11.3 million, as compared to the corresponding period in 2018, was primarily due to a $9.9 million decrease in operating costs due to net 29 disposition activity and a $3.0 million decrease in operating costs for the remaining portfolio, partially offset by a $1.6 million increase in operating costs due to insurance captive adjustments. Real estate taxes The decrease in real estate taxes for the year ended December 31, 2019 of $6.4 million, as compared to the corresponding period in 2018, was primarily due to a $10.7 million decrease in real estate taxes due to net disposition activity, partially offset by a $4.3 million increase for the remaining portfolio primarily due to increases in tax rates and assessments from several jurisdictions. Depreciation and amortization The decrease in depreciation and amortization for the year ended December 31, 2019 of $19.8 million, as compared to the corresponding period in 2018, was primarily due to a $23.9 million decrease in depreciation and amortization due to net disposition activity, partially offset by a $4.1 million increase for the remaining portfolio primarily due to an increase in depreciation and amortization of tenant improvements, partially offset by a decrease related to acquired in-place lease intangibles. Provision for doubtful accounts In connection with the adoption of ASC 842 on January 1, 2019, we recognize any revenue deemed uncollectible as an adjustment to rental income. Prior periods continue to be presented in accordance with our previous presentation. Impairment of real estate assets During the year ended December 31, 2019, aggregate impairment of $24.4 million was recognized on six shopping centers and one partial shopping center as a result of disposition activity, three operating properties and one partial operating property. During the year ended December 31, 2018, aggregate impairment of $53.3 million was recognized on 17 shopping centers and one partial shopping center as a result of disposition activity and three operating properties. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program. General and administrative The increase in general and administrative costs for the year ended December 31, 2019 of $8.7 million, as compared to the corresponding period in 2018, was primarily due to a reduction in capitalized leasing payroll and legal costs of $11.9 million in connection with the adoption of ASC 842 and increased payroll costs, partially offset by a decrease of $7.0 million related to an SEC settlement. During the years ended December 31, 2019 and 2018, construction compensation costs of $14.7 million and $10.6 million, respectively, were capitalized to building and improvements and leasing payroll costs of $0.0 million and $8.0 million, respectively, leasing legal costs of $0.0 million and $3.9 million, respectively, and leasing commission costs of $6.0 million and $7.1 million, respectively, were capitalized to deferred charges and prepaid expenses, net. Other Income and Expenses (in thousands) Year Ended December 31, 2019 2018 $ Change Other income (expense) Dividends and interest . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of real estate assets . . . . . . . . . . . . . . . . . . Loss on extinguishment of debt, net . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other expense . . . . . . . . . . . . . . . . . . . . . . . . . . 30 $ $ $ 699 (189,775) 54,767 (1,620) (2,550) 180 25,250 (154,401) 35,476 236 $(138,479) $ (45,220) $ (93,259) 519 (215,025) 209,168 (37,096) (2,786) Dividends and interest Dividends and interest remained generally consistent for the year ended December 31, 2019 as compared to the corresponding period in 2018. Interest expense The decrease in interest expense for the year ended December 31, 2019 of $25.3 million, as compared to the corresponding period in 2018, was primarily due to lower overall debt obligations and interest rates. Gain on sale of real estate assets During the year ended December 31, 2019, we disposed of 18 shopping centers and two partial shopping centers resulting in aggregate gain of $53.4 million. In addition, during the year ended December 31, 2019, we received aggregate net proceeds of $1.6 million from previously disposed assets resulting in aggregate gain of $1.4 million. During the year ended December 31, 2018, we disposed of 49 shopping centers, one partial shopping center and one land parcel resulting in aggregate gain of $208.7 million. In addition, during the year ended December 31, 2018, we received aggregate net proceeds of $0.5 million from previously disposed assets resulting in aggregate gain of $0.5 million. Loss on extinguishment of debt, net During the year ended December 31, 2019, we repaid $500.0 million of an unsecured term loan under our senior unsecured credit facility agreement, as amended December 12, 2018 (the “Unsecured Credit Facility”), resulting in a $1.6 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs. During the year ended December 31, 2018, we repaid $881.4 million of secured loans and $435.0 million of unsecured term loans, and we amended and restated our Unsecured Credit Facility and term loan agreements, resulting in a $37.1 million loss on extinguishment of debt, net. Loss on extinguishment of debt, net includes $24.3 million of legal defeasance fees and $23.0 million of prepayment fees, partially offset by $10.2 million of accelerated unamortized debt premiums, net of discounts and debt issuance costs. Other Other expense remained generally consistent for the year ended December 31, 2019 as compared to the corresponding period in 2018. Comparison of the Year Ended December 31, 2018 to the Year Ended December 31, 2017 See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (“SEC”) on February 11, 2019, for a discussion of the comparison of the year ended December 31, 2018 to the year ended December 31, 2017. Liquidity and Capital Resources We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months and beyond for all anticipated uses, including all scheduled principal and interest payments on our outstanding indebtedness, current and anticipated tenant and other capital improvements, stockholder distributions to maintain our qualification as a REIT and other obligations associated with conducting our business. Our primary expected sources and uses of capital are as follows: Sources • • cash and cash equivalent balances; operating cash flow; 31 Uses • • • • • • • • • • • available borrowings under our existing Unsecured Credit Facility; dispositions; issuance of long-term debt; and issuance of equity securities. maintenance capital expenditures; leasing capital expenditures; debt repayments; dividend/distribution payments value-enhancing reinvestment capital expenditures; acquisitions; and repurchases of equity securities. We believe our current capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. We 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, 2019, we had $1.24 billion of available liquidity under our $1.25 billion revolving credit facility (the “Revolving Facility”). We intend to continue to enhance our financial and operational flexibility through the additional extension of the duration of our debt. Subsequent to December 31, 2019, we established a new at-the-market equity offering program. See Note 20 — Subsequent Events to our Consolidated Financial Statements in this report for additional information. In May 2019, we issued $400.0 million aggregate principal amount of 4.125% Senior Notes due 2029 (the “2029 Notes”) at 99.804% of par, the net proceeds of which were used to repay outstanding indebtedness under our Unsecured Credit Facility and for general corporate purposes. The 2029 Notes bear interest at a rate of 4.125% per annum, payable semi-annually on May 15 and November 15 of each year, commencing November 15, 2019. The 2029 Notes will mature on May 15, 2029. We may redeem the 2029 Notes prior to maturity at our option, at any time in whole or from time to time in part, at the applicable redemption price specified in the Indenture with respect to the 2029 Notes. If the 2029 Notes are redeemed on or after February 15, 2029 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2029 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The 2029 Notes are our unsecured and unsubordinated obligations and rank equally in right of payment with all of our existing and future senior unsecured and unsubordinated indebtedness. In August 2019, we issued $350.0 million aggregate principal amount of 4.125% Senior Notes due 2029 at 106.402% of par, the net proceeds of which were used to repay outstanding indebtedness under our Unsecured Credit Facility and for general corporate purposes. The notes have substantially identical terms as, constitute a further issuance of, and form a single series with, our outstanding 2029 Notes. In December 2017, the Board of Directors authorized a share repurchase program (the “Program”) for up to $400.0 million of our common stock. During the year ended December 31, 2019, we repurchased 0.8 million shares of common stock under the Program at an average price per share of $17.43 for a total of $14.6 million, excluding commissions. We incurred commissions of less than $0.1 million in conjunction with the Program during the year ended December 31, 2019. The Program expired pursuant to its terms on December 5, 2019. Subsequent to December 31, 2019, we established a new share repurchase program. See Note 20 — Subsequent Events to our Consolidated Financial Statements in this report for additional information. 32 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, operating fundamentals, maintenance of our REIT qualification and other factors our Board of Directors may deem relevant. We generally intend to maintain a conservative dividend payout ratio. Cash dividends paid to common stockholders for the years ended December 31, 2019 and 2018 were $334.9 million and $333.4 million, respectively. Our Board of Directors declared a quarterly cash dividend of $0.285 per common share in October 2019 for the fourth quarter of 2019. The dividend was paid on January 15, 2020 to shareholders of record on January 6, 2020. Our Board of Directors declared a quarterly cash dividend of $0.285 per common share in February 2020 for the first quarter of 2020. The dividend is payable on April 15, 2020 to shareholders of record on April 6, 2020. Our cash flow activities are summarized as follows (dollars in thousands): Brixmor Property Group Inc. Cash flows provided by operating activities . . . . . . . . . . . . . . . . . . . . Cash flows provided by (used in) investing activities . . . . . . . . . . . . . . Cash flows used in financing activities . . . . . . . . . . . . . . . . . . . . . . . $528,672 (172,064) (385,850) $ 541,689 669,603 (1,271,304) Year Ended December 31, 2019 2018 Brixmor Operating Partnership LP Year Ended December 31, 2019 2018 Cash flows provided by operating activities . . . . . . . . . . . . . . . . . . . . Cash flows provided by (used in) investing activities . . . . . . . . . . . . . . Cash flows used in financing activities . . . . . . . . . . . . . . . . . . . . . . . $528,672 (172,285) (385,519) $ 541,689 669,605 (1,271,402) Cash, cash equivalents and restricted cash for BPG and the Operating Partnership were $21.5 million and $50.8 million as of December 31, 2019 and 2018, respectively. Operating Activities Net cash provided by operating activities primarily consists of cash inflows from tenant rental payments and expense reimbursements and cash outflows for property operating expenses, general and administrative expenses and interest expense. During the year ended December 31, 2019, our net cash provided by operating activities decreased $13.0 million as compared to the corresponding period in 2018. The decrease is primarily due to (i) a decrease in net operating income due to net disposition activity; and (ii) an increase in cash outflows for general and administrative expense; partially offset by (iii) a decrease in cash outflows for interest expense; (iv) an increase in same property net operating income; and (v) an increase from net working capital. Investing Activities Net cash provided by (used in) investing activities is impacted by the nature, timing and magnitude of acquisition and disposition activity and improvements to and investments in our shopping centers, including capital expenditures associated with our value-enhancing reinvestment efforts. During the year ended December 31, 2019, our net cash used in investing activities increased $841.7 million as compared to the corresponding period in 2018. The increase was primarily due to (i) a decrease of $667.8 million in net proceeds from sales of real estate assets; (ii) an increase of $126.4 million in improvements to and investments in real estate assets; and (iii) an increase of $62.2 million in acquisitions of real estate assets; partially offset by (iv) an increase of $14.7 million in proceeds from sale of marketable securities, net of purchases. 33 Improvements to and investments in real estate assets During the years ended December 31, 2019 and 2018, we expended $395.1 million and $268.7 million, respectively, on improvements to and investments in real estate assets. In addition, during the years ended December 31, 2019 and 2018, insurance proceeds of $7.4 million and $8.4 million, respectively, were received and included in 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 reinvestment opportunities. Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers and enhancing the overall merchandise mix and tenant quality of our Portfolio. As of December 31, 2019, we had 55 in-process anchor space repositioning, redevelopment and outparcel development projects with an aggregate anticipated cost of $413.0 million, of which $199.8 million has been incurred as of December 31, 2019. Acquisitions of and proceeds from sales of real estate assets We continue to evaluate the market for acquisition opportunities and we may acquire shopping centers when we believe strategic opportunities exist, particularly where we can further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. During the year ended December 31, 2019, we acquired two shopping centers, two leases at an existing shopping center and one land parcel for an aggregate purchase price of $79.6 million, including transaction costs. During the year ended December 31, 2018, we acquired two land parcels, one building, three outparcel buildings and one outparcel for an aggregate purchase price of $17.4 million, including transaction costs. We may also dispose of properties when we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to build critical mass in a particular submarket. During the year ended December 31, 2019, we disposed of 24 shopping centers and three partial shopping centers for aggregate net proceeds of $288.5 million. In addition, during the year ended December 31, 2019, we received aggregate net proceeds of $1.6 million from previously disposed assets. During the year ended December 31, 2018, we disposed of 62 shopping centers, two partial shopping centers and one land parcel for aggregate net proceeds of $957.5 million. In addition, during the year ended December 31, 2018, we received aggregate net proceeds of $0.5 million from previously disposed assets. Financing Activities Net cash used in financing activities is impacted by the nature, timing and magnitude of issuances and repurchases of debt and equity securities, as well as principal payments associated with our outstanding indebtedness and distributions made to our common stockholders. During the year ended December 31, 2019, our net cash used in financing activities decreased $885.5 million as compared to the corresponding period in 2018. The decrease was primarily due to (i) a $747.3 million decrease in debt repayments, net of borrowings; (ii) a $90.3 million decrease in repurchases of common stock; and (iii) a $49.3 million decrease in deferred financing and debt extinguishment costs. Contractual Obligations Our contractual obligations relate to our debt, including unsecured notes payable, unsecured credit facilities and a secured loan, with maturities ranging from two years to 10 years, in addition to non-cancelable operating leases pertaining to our ground leases and administrative office leases. 34 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 renewal options) as of December 31, 2019: Contractual Obligations (in thousands) 2020 2021 2022 2023 2024 Thereafter Total Payment due by period . . . . . . . . . . . . $ Debt(1) Interest payments(2) Operating leases . . . . . . . . . — $ 180,059 — $750,000 $ 857,000 $807,000 $2,468,453 $4,882,453 1,042,200 233,115 176,495 115,359 155,769 181,403 7,036 7,066 7,115 5,611 5,246 25,560 57,634 Total . . . . . . . . . . . . . . $187,095 $188,469 $933,610 $1,018,380 $927,605 $2,727,128 $5,982,287 (1) Debt includes scheduled maturities for unsecured notes payable, unsecured credit facilities and a secured loan. (2) As of December 31, 2019, we incur variable rate interest on (i) a $350.0 million term loan; (ii) a $300.0 million term loan; (iii) $250.0 million of Floating Rate Senior Notes due 2022; and (iv) $7.0 million outstanding under our Revolving Facility. We have in place seven interest rate swap agreements with an aggregate notional value of $800.0 million, which effectively convert variable interest payments to fixed interest payments. See Item 7A. “Quantitative and Qualitative Disclosures” for a further discussion of these and other factors that could impact interest payments. Interest payments for these variable rate loans are presented using rates (including the impact of interest rate swaps) as of December 31, 2019. Non-GAAP Performance Measures We present the non-GAAP performance measures set forth below. These measures should not be considered as alternatives to, or more meaningful than, net income (calculated in accordance with GAAP) or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow from operating activities (calculated in accordance with GAAP) as a measure of liquidity. Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results to those calculated in accordance with GAAP. Our computation of these non-GAAP performance measures may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented by such other REITs. Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance. Funds From Operations NAREIT FFO (defined hereafter) is a supplemental, non-GAAP performance measure utilized to evaluate the operating and financial performance of real estate companies. The National Association of Real Estate Investment Trusts (“NAREIT”) defines funds from operations (“FFO”) as net income (loss), calculated in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis. Considering the nature of our business as a real estate owner and operator, we believe that NAREIT FFO is useful to investors in measuring our operating and financial performance because the definition excludes items included in net income that do not relate to or are not indicative of our operating and financial performance, such as depreciation and amortization related to real estate, and items which can make periodic and peer analyses of operating and financial performance more difficult, such as gains and losses from the sale of certain real estate assets. 35 Our reconciliation of net income to NAREIT FFO for the years ended December 31, 2019 and 2018 is as follows (in thousands, except per share amounts): Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization related to real estate . . . . . . . . . . . . . . . . Gain on sale of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NAREIT FFO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2019 $274,773 328,534 (54,767) 24,402 $572,942 2018 $ 366,284 347,862 (209,168) 53,295 $ 558,273 NAREIT FFO per diluted share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1.91 $ 1.85 Weighted average diluted shares outstanding . . . . . . . . . . . . . . . . . . . . . 299,334 302,339 Same Property Net Operating Income Same property net operating income (“NOI”) is a supplemental, non-GAAP performance measure utilized to evaluate the operating performance of real estate companies. Same property NOI is calculated (using properties owned for the entirety of both periods and excluding properties under development and completed new development properties which have been stabilized for less than one year) as total property revenues (base rent, expense reimbursements, adjustments for revenues deemed uncollectible, ancillary and other rental income, percentage rents and other revenues) less direct property operating expenses (operating costs, real estate taxes and provision for doubtful accounts). Same property NOI excludes (i) corporate level expenses (including general and administrative), (ii) lease termination fees, (iii) straight-line rental income, net, (iv) accretion of above- and below-market leases and tenant inducements, net, (v) straight-line ground rent expense, and (vi) income (expense) associated with our captive insurance company. Considering the nature of our business as a real estate owner and operator, we believe that same property NOI is useful to investors in measuring the operating performance of our property portfolio because the definition excludes various items included in net income that do not relate to, or are not indicative of, the operating performance of our properties, such as depreciation and amortization and corporate level expenses (including general and administrative), and because it eliminates disparities in NOI due to the acquisition or disposition of properties or the stabilization of completed new development properties during the period presented and therefore provides a more consistent metric for comparing the operating performance of our real estate between periods. Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018 Number of properties . . . . . . . . . . . . . . . . . . . . . . . . . . . Percent billed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Percent leased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenues Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating expenses Operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for doubtful accounts . . . . . . . . . . . . . . . . . . Same property NOI . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2019 2018 397 89.6% 92.7% 397 88.2% 91.8% Change — 1.4% 0.9% $1,087,370 1,856 1,089,226 $1,068,026 1,146 1,069,172 $19,344 710 20,054 (120,994) (164,875) — (285,869) $ 803,357 (123,561) (160,419) (8,515) (292,495) $ 776,677 2,567 (4,456) 8,515 6,626 $26,680 36 The following table provides a reconciliation of net income to same property NOI for the periods presented (in thousands): Year Ended December 31, 2019 2018 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $274,773 $366,284 Adjustments: Non-same property NOI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (27,193) (91,757) Lease termination fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,314) (3,672) Straight-line rental income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,427) (15,352) Accretion of above- and below-market leases and tenant inducements, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15,230) (23,313) Straight-line ground rent expense . . . . . . . . . . . . . . . . . . . . . . . . . . 127 131 Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . 332,431 352,245 Impairment of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other income (expense) 24,402 102,309 138,479 53,295 93,596 45,220 Same property NOI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $803,357 $776,677 Our Critical Accounting Policies Our discussion and analysis of our 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. See Note 1 — Nature of Business and Financial Statement Presentation to our Consolidated Financial Statements in this report for a discussion of recently-issued and adopted accounting standards. Revenue Recognition and Receivables We enter into agreements with tenants which convey the right to control the use of identified space at our shopping centers in exchange for rental revenue. These agreements meet the criteria for recognition as leases under ASC 842. Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference between rental revenue recognized on our Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables, net on our Consolidated Balance Sheets. We commence recognizing rental revenue based on the date we make the underlying asset available for use by the tenant. Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes by the lessee and are recognized in the period the applicable expenditures are incurred. In connection with the adoption of ASC 842, we have evaluated the lease and non-lease components within our leases where we are the lessor and have elected the practical expedient to present lease and non-lease components in our lease agreements as one component. As such, we account for rental revenue (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842. Additionally, we also include the non-components of our leases, such as the reimbursement of utilities, insurance and real estate taxes, within this lease component. These amounts are included in Rental income on our Consolidated Statements of Operations. Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. Percentage rents are recognized upon the achievement of certain pre-determined sales thresholds and are included in Rental income on our Consolidated Statements of Operations. 37 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 us with the applicable property are met. We periodically evaluate the collectability of our receivables related to rental revenue, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. We analyze individual tenant receivables and consider tenant credit-worthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on our Consolidated Statements of Operations. Prior period Provision for doubtful accounts is included in Operating expenses on our Consolidated Statements of Operations in accordance with our previous presentation and has not been reclassified to Rental income. Real Estate Real estate assets are recognized on our Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, 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 and in-place leases), and assumed debt based on an evaluation of available information. Based on these estimates, the fair value is allocated to the acquired assets and assumed liabilities. Transaction costs incurred during the acquisition process are capitalized as a component of the asset’s value. The fair value of tangible assets is determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In allocating fair value to identifiable intangible assets and liabilities, the value of above-market and below-market leases is estimated based on the present value (using a discount rate reflecting the risks associated with the leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair market lease rates for the property or an equivalent property, measured over a period equal to the 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. The value of in-place leases is estimated based on management’s evaluation of the specific characteristics of each tenant lease, including: (i) fair market rent and the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes that would be forgone during a hypothetical expected lease-up period and (ii) costs that would be incurred, including leasing commissions, legal and marketing costs, and tenant improvements and allowances, to execute similar leases. The value assigned to in-place leases is amortized to Depreciation and amortization expense over the remaining term of each lease. 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 . . . . . . . . . . . . . Tenant improvements . . . . . . . . . . . . . . . . . . . . . . The shorter of the term of the related 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 to Operating costs as incurred. 38 On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, that the carrying value of our real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, are less than the carrying value of the property. Various factors are considered in the estimation process, including trends and prospects and the effects of demand and competition on future operating income. Changes in any estimates and/or assumptions, including the anticipated hold period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized to reflect the estimated fair value. When a real estate asset is identified by management as held for sale, we discontinue depreciating the asset and estimate its sales price, net of estimated selling costs. If the estimated net sales price of an asset is less than its net carrying value, an impairment is recognized to reflect the estimated fair value. Properties classified as real estate held for sale represent properties that are under contract for sale and where the applicable pre-sale due diligence period has expired prior to the end of the reporting period. In situations in which a lease or leases with a tenant have been, or are expected to be, terminated early, we evaluate the remaining useful lives of depreciable or amortizable assets in the asset group related to the lease 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, we may accelerate the depreciation and amortization associated with the asset group. Stock Based Compensation We account for equity awards in accordance with the Financial Accounting Standards Board’s Stock Compensation guidance, which requires that all share-based payments to employees and non-employee directors be recognized in the Consolidated Statements of Operations over the service period based on their fair value. Fair value is determined based on the type of award, using either the grant date market price of our common stock or a Monte Carlo simulation model. Share-based compensation expense is included in General and administrative expenses on our Consolidated Statements of Operations. Inflation For the last several years inflation has been 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 contractual rent escalations and requirements for tenants to pay their proportionate share of property operating expenses, including common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of our properties, thereby reducing our exposure to increases in property-level costs resulting from inflation. In addition, we believe that many of our existing rental rates are below current market rates for comparable space and that upon renewal or re-leasing, such rates may be increased to be consistent with, or closer to, current market rates. With respect to our outstanding indebtedness, we periodically evaluate our exposure to interest rate fluctuations, and may continue to 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, 2019. 39 Item 7A. Quantitative and Qualitative Disclosures about Market Risk We may be exposed to interest rate changes primarily as a result of long-term debt used to fund operations and capital expenditures. Our use of derivative instruments is intended to manage our exposure to interest rate movements. 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. Market risk associated with derivative instruments is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of the derivative instrument is positive, the counterparty owes us, which creates credit risk to us. The credit risk associated with derivative instruments is managed by entering into transactions with a variety of highly-rated counterparties. As of December 31, 2019, we had $907.0 million of outstanding variable-rate indebtedness which bears interest at a rate equal to LIBOR plus spreads ranging from 105 basis points to 125 basis points. We have interest rate swap agreements on $800.0 million of our variable-rate indebtedness, which effectively convert the base rate on the indebtedness from variable to fixed. If market rates of interest on our variable-rate debt increased or decreased by 100 basis points, the change in annual interest expense on our variable-rate debt would decrease earnings and cash flows by approximately $1.1 million or increase earnings and cash flows by approximately $1.1 million, respectively (after taking into account the impact of the $800.0 million of interest rate swap agreements). The table below presents the maturity profile, weighted average interest rates and fair value of total debt as of December 31, 2019. 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, 2019 and are subject to change. Furthermore, the table below incorporates only those exposures that exist as of December 31, 2019 and does not consider exposures or positions that may have arisen or expired after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during future periods, our hedging strategies at that time, and actual interest rates. (dollars in thousands) 2020 2021 2022 2023 2024 Thereafter Total Fair Value Secured Debt Fixed rate . . . . . . . . . . . . . . . . Weighted average interest rate(1) . . . . Unsecured Debt Fixed rate . . . . . . . . . . . . . . . . Weighted average interest rate(1) . . . . Variable rate(2)(3) . . . . . . . . . . . . Weighted average interest rate(1)(2) . . . $ — $ — $ — $ — $ 7,000 $ — $ 7,000 $ 7,306 4.40% 4.40% 4.40% 4.40% —% —% $ — $ — $500,000 $500,000 $500,000 $2,468,453 $3,968,453 $4,422,513 3.87% 3.87% 3.87% 3.97% 4.03% 4.03% $ — $ — $250,000 $357,000 $300,000 $ — $ 907,000 $ 658,490 2.89% 2.89% 3.05% 3.86% —% —% (1) Weighted average interest rates include the impact of our interest rate swap agreements and are calculated based on the total debt balances as of the end of each year, assuming the repayment of debt on its scheduled maturity date. 40 (2) The interest rates on our variable rate debt are based on credit rating grids. The credit rating grids and all-in-rates on outstanding variable rate debt as of December 31, 2019 are as follows: Variable Rate Debt Unsecured Credit Facility – Revolving Facility(1) $350 Million Term Loan . . . . . . . . . . . . . . . . . . . . As of December 31, 2019 LIBOR Rate Credit Spread All-in- Rate LIBOR Rate Loans Credit Spread 1.74% 1.10% 2.84% 0.78% – 1.45% 1.69% 1.25% 2.94% 0.85% – 1.65% $300 Million Term Loan . . . . . . . . . . . . . . . . . 1.69% 1.25% 2.94% 0.85% – 1.65% 2022 Notes . . . . . . . . . . . . . . . . . . . . . . . . 1.91% 1.05% 2.96% N/A Base Rate Loans Credit Spread 0.00% – 0.45% 0.00% – 0.65% 0.00% – 0.65% N/A Credit Spread Grid (1) Our Revolving Facility is further subject to a facility fee ranging from 0.13% to 0.30%, which is excluded from the all-in-rate presented above. (3) We have in place seven interest rate swap agreements that convert the variable interest rates on portions of three variable rate debt instruments to fixed rates. The balances subject to interest rates swaps as of December 31, 2019 are as follows (dollars in thousands): Variable Rate Debt $350 Million Term Loan . . . . . . . . . . . . . . . . . . . . . . . $300 Million Term Loan . . . . . . . . . . . . . . . . . . . . . . . 2022 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amount $350,000 $300,000 $150,000 As of December 31, 2019 Weighted Average Fixed LIBOR Rate 1.11% 2.61% 1.11% Swapped Credit All-in-Rate Spread 1.25% 2.36% 1.25% 3.86% 1.05% 2.16% 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, 2019. 41 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 principal executive officer and principal financial officer, BPG conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on its assessment and those criteria, BPG’s management concluded that its internal control over financial reporting was effective as of December 31, 2019. 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, 2019 that have materially affected, or that are reasonably likely to materially affect, BPG’s internal control over financial reporting. Controls and Procedures (Brixmor Operating Partnership LP) Evaluation of Disclosure Controls and Procedures The Operating Partnership maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. The Operating Partnership’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Operating Partnership’s principal executive officer, James M. Taylor, and principal financial officer, Angela Aman, concluded that the Operating Partnership’s disclosure controls and procedures were effective as of December 31, 2019. 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 42 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 principal executive officer and principal financial officer, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the COSO of the Treadway Commission. Based on its assessment and those criteria, the Operating Partnership’s management concluded that its internal control over financial reporting was effective as of December 31, 2019. 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, 2019 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. 43 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 2020 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 28, 2020 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 2019 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 2020 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 28, 2020 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 2019 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 2020 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 28, 2020 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 2019 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 2020 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 28, 2020 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 2019 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 2020 Annual Meeting of Stockholders of Brixmor Property Group Inc. to be held on April 28, 2020 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 2019 fiscal year covered by this Form 10-K. 44 Item 15. Exhibits, Financial Statement Schedules (a) Documents filed as part of this report PART IV Form 10-K Page 1 CONSOLIDATED STATEMENTS Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . F-2 Brixmor Property Group Inc.: Consolidated Balance Sheets as of December 31, 2019 and 2018 . . . . . . . . . . . . . . . . . . . F-7 Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statement of Changes in Equity for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2019 and 2018 . . . . . . . . . . . . . . . . . . . Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statement of Changes in Capital for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule III — Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . F-8 F-9 F-10 F-11 F-12 F-13 F-14 F-15 F-16 F-17 F-46 F-47 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 45 (b) Exhibits. The following documents are filed as exhibits to this report: Exhibit Number 3.1 3.2 3.3 3.4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 Exhibit Description 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 Second Amended and Restated Agreement of Limited Partnership of Brixmor Operating Partnership LP, dated as of October 28, 2019, by and among Brixmor OP GP LLC, as General Partner, BPG Subsidiary Inc., as Limited Partner, BPG Sub LLC, as Limited Partner, and the other limited partners from time to time party thereto Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (the “2015 Indenture”) First Supplemental Indenture to the 2015 Indenture, dated January 21, 2015, among Brixmor Operating Partnership LP, as issuer, and Brixmor OP GP LLC and BPG Subsidiary Inc., as possible future guarantors, and The Bank of New York Mellon, as trustee Second Supplemental Indenture to the 2015 Indenture, dated August 10, 2015, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Third Supplemental Indenture to the 2015 Indenture, dated June 13, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Fourth Supplemental Indenture to the 2015 Indenture, dated August 24, 2016, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Fifth Supplemental Indenture to the 2015 Indenture, dated March 8, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Sixth Supplemental Indenture to the 2015 Indenture, dated June 5, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Seventh Supplemental Indenture to the 2015 Indenture, dated August 31, 2018, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Incorporated by Reference Date of Filing 11/4/2013 File No. 001-36160 Form 8-K Exhibit Number 3.1 Filed Herewith 8-K 001-36160 3/3/2017 3.1 10-K 001-36160 3/12/2014 10.7 10-Q 001-36160 10/28/2019 3.1 8-K 001-36160 1/21/2015 4.1 8-K 001-36160 1/21/2015 4.2 8-K 00-36160 8/10/2015 4.2 8-K 00-36160 6/13/2016 4.2 8-K 00-36160 8/24/2016 4.2 8-K 00-36160 3/8/2017 4.2 8-K 00-36160 6/5/2017 4.2 8-K 00-36160 8/28/2018 4.2 46 Exhibit Number 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 10.1* 10.2* 10.3* 10.4* 10.5* 10.6* Exhibit Description Eighth Supplemental Indenture to the 2015 Indenture, dated May 10, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee Amendment No. 1 to the Eighth Supplemental Indenture, dated August 15, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 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 Description of Registered Securities 2013 Omnibus Incentive Plan Form of Director and Officer Indemnification Agreement Form of Director Restricted Stock Award Agreement Form of Restricted Stock Unit Agreement Form of Brixmor Property Group Inc. Restricted Stock Unit Agreement (TRSUs, PRSUs, and OPRSUs) Employment Agreement, dated April 12, 2016 by and between Brixmor Property Group Inc. and James M. Taylor Incorporated by Reference Date of Filing 5/10/2019 File No. 00-36160 Form 8-K Exhibit Number 4.2 Filed Herewith 8-K 00-36160 8/15/2019 4.3 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 — S-11 S-11 — 333-190002 333-190002 — 9/23/2013 8/23/2013 — 10.18 10.19 x S-11 333-190002 10/4/2013 10.30 10-Q 001-36160 4/26/2016 8-K 001-36160 3/6/2018 10.6 10.1 10-Q 001-36160 7/25/2016 10.1 47 Exhibit Number 10.7* 10.8* 10.9* 10.10* 10.11* 10.12* 10.13* 10.14* 10.15 10.16 10.17 10.18 21.1 21.1 Exhibit Description Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc. and Angela Aman First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Angela Aman Employment Agreement, dated May 11, 2016 by and between Brixmor Property Group Inc. and Mark T. Horgan First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc. and Mark T. Horgan Employment Agreement, dated December 5, 2014 by and between Brixmor Property Group Inc. and Brian T. Finnegan Employment Agreement, dated November 1, 2011, between Brixmor Property Group Inc. and Steven F. Siegel First Amendment to Employment Agreement, dated February 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel Second Amendment to Employment Agreement, dated April 26, 2019, by and between Brixmor Property Group Inc. and Steven F. Siegel Amended and Restated Term Loan Agreement, dated as of December 12, 2018, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time 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 (the “2017 Term Loan Agreement”) Amendment No. 1 to the 2017 Term Loan Agreement, dated December 12, 2018, among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 12, 2018, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto Subsidiaries of the Brixmor Property Group Inc. Subsidiaries of the Brixmor Operating Partnership LP Incorporated by Reference Date of Filing 7/25/2016 File No. 001-36160 Form 10-Q Exhibit Number 10.2 Filed Herewith 8-K 001-36160 3/8/2019 10.1 10-K 001-36160 2/13/2017 10.22 8-K 001-36160 3/8/2019 10.2 10-K 001-36160 2/13/2017 10.23 S-11 333-190002 8/23/2013 10.23 10-Q 001-36160 4/29/2019 10.3 10-Q 001-36160 4/29/2019 10.4 10-K 001-36160 2/11/2019 10.4 8-K 001-36160 7/31/2017 10.1 10-K 001-36160 2/11/2019 10.25 10-K 001-36160 2/11/2019 10.26 — — — — — — x x — — 48 Exhibit Number 23.1 23.2 31.2 31.1 31.3 Exhibit Description Consent of Deloitte & Touche LLP for Brixmor Property Group Inc. Consent of Deloitte & Touche LLP for Brixmor Operating Partnership LP Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Property List 99.1 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 32.1 31.4 32.2 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 104 Presentation Linkbase Document Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101) Incorporated by Reference Date of Filing — File No. — Exhibit Number — Filed Herewith x — — — — — — Form — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — x x x x x x x x x x x x x x x * Indicates management contract or compensatory plan or arrangement. 49 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. 50 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 10, 2020 Date: February 10, 2020 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 10, 2020 Date: February 10, 2020 Date: February 10, 2020 Date: February 10, 2020 Date: February 10, 2020 Date: February 10, 2020 Date: February 10, 2020 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 51 Date: February 10, 2020 Date: February 10, 2020 Date: February 10, 2020 Date: February 10, 2020 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 By: /s/ Juliann Bowerman Juliann Bowerman Director 52 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, 2019 and 2018 . . . . . . . . . . . . . . . . . . . F-7 Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Changes in Equity for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brixmor Operating Partnership LP: Consolidated Balance Sheets as of December 31, 2019 and 2018 . . . . . . . . . . . . . . . . . . . Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Changes in Capital for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8 F-9 F-10 F-11 F-12 F-13 F-14 F-15 F-16 F-17 2 CONSOLIDATED FINANCIAL STATEMENT SCHEDULES Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule III — Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . F-46 F-47 All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Brixmor Property Group Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2019 and 2018, 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, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2019, 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, 2019, 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 10, 2020, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Real Estate Assets — Refer to Note 1 and Note 5 of the financial statements Critical Audit Matter Description The Company, on a periodic basis, assesses whether there are indicators, including changes in anticipated hold period, that the value of the Company’s real estate assets (including any related intangible assets or F-2 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), considering the anticipated and probability weighted hold period, are less than a real estate asset’s carrying value. Changes in any estimates and/or assumptions, including the anticipated hold period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized for the excess of its carrying amount over its fair value. The Company utilizes estimates and assumptions when determining potential impairments based on the asset’s projected operating cash flows. Given the Company’s capital recycling activity, which increased the number of properties triggered for impairment evaluation, we identified management’s estimate of anticipated hold period for the properties evaluated for impairment as a critical audit matter because of the significance of the estimate within management’s evaluation of the recoverability of real estate assets. Changes in the anticipated hold period could have a material impact on the projected operating cash flows and the amount of recorded impairment charge(s). This required a high degree of auditor judgment and an increased extent of effort, when performing audit procedures to evaluate the reasonableness of management’s assessment of expected remaining hold period. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates in determining the impairment of real estate asset values included the following, among others: • We tested the effectiveness of controls over management’s impairment analysis, including controls over the estimate of the anticipated hold period of real estate assets. • We evaluated the Company’s estimate of holds periods by: • • Performing a retrospective analysis to compare historical estimates for real estate assets that have subsequently been disposed. Obtaining and evaluating financial and operational evidence of the assumption of the anticipated hold period. /s/ DELOITTE & TOUCHE LLP New York, New York February 10, 2020 We have served as the Company’s auditor since 2015. F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Brixmor Property Group Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Property Group Inc. and Subsidiaries (the “Company”) as of December 31, 2019, 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, 2019, 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, 2019, of the Company and our report dated February 10, 2020, 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 10, 2020 F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of Brixmor Operating Partnership LP Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP and Subsidiaries (the “Operating Partnership”) as of December 31, 2019 and 2018, 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, 2019, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2019 and 2018, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2019, 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, 2019, 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 10, 2020, 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 10, 2020 We have served as the Operating Partnership’s auditor since 2015. F-5 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of Brixmor Operating Partnership LP Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brixmor Operating Partnership LP and Subsidiaries (the “Operating Partnership”) as of December 31, 2019, 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, 2019, 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, 2019, of the Operating Partnership and our report dated February 10, 2020, 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 10, 2020 F-6 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share information) December 31, 2019 December 31, 2018 Assets Real estate Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,767,029 $ 1,804,504 Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,356,571 8,294,273 10,123,600 10,098,777 Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . (2,481,250) (2,349,127) Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,642,350 7,749,650 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred charges and prepaid expenses, net . . . . . . . . . . . . . . . . . . . . . . . Real estate assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,097 2,426 18,054 234,246 143,973 22,171 60,179 41,745 9,020 30,243 228,297 145,662 2,901 34,903 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,142,496 $ 8,242,421 Liabilities Debt obligations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . $ 4,861,185 537,454 $ 4,885,863 520,459 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,398,639 5,406,322 Commitments and contingencies (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . . — — Equity Common stock, $0.01 par value; authorized 3,000,000,000 shares; 305,334,144 and 305,130,472 shares issued and 297,857,267 and 298,488,516 shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . Distributions in excess of net income . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,979 3,230,625 (9,543) (480,204) 2,985 3,233,329 15,973 (416,188) Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,743,857 2,836,099 Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,142,496 $ 8,242,421 The accompanying notes are an integral part of these consolidated financial statements. F-7 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year Ended December 31, 2019 2018 2017 Revenues Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,166,379 $1,233,068 $1,281,724 Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,879 1,272 1,456 Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,168,258 1,234,340 1,283,180 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,876 170,988 332,431 — 24,402 102,309 755,006 136,217 177,401 352,245 10,082 53,295 93,596 136,092 179,097 375,028 5,323 40,104 92,247 822,836 827,891 Other income (expense) Dividends and interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of real estate assets . . . . . . . . . . . . . . . . . . . . . . . Gain (loss) on extinguishment of debt, net . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699 (189,775) 54,767 (1,620) (2,550) 519 (215,025) 209,168 (37,096) (2,786) 365 (226,660) 68,847 498 (2,907) Total other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (138,479) (45,220) (159,857) 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274,773 — — 274,773 — 274,773 — 366,284 — — 366,284 — 366,284 — 295,432 381 4,556 300,369 (76) 300,293 (39) Net income attributable to common stockholders . . . . . . . . . . . . $ 274,773 $ 366,284 $ 300,254 Net income attributable to common stockholders per common share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 0.92 0.92 $ $ 1.21 1.21 $ $ 0.98 0.98 Weighted average shares: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298,229 299,334 302,074 302,339 304,834 305,281 The accompanying notes are an integral part of these consolidated financial statements. F-8 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2019 2018 2017 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $274,773 $366,284 $300,369 Other comprehensive income (loss) Change in unrealized gain (loss) on interest rate swaps, net (Note 6) . . (25,713) (8,361) Change in unrealized gain (loss) on marketable securities . . . . . . . . . 197 123 Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . (25,516) (8,238) 2,815 (123) 2,692 Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 249,257 358,046 303,061 Comprehensive income attributable to non-controlling interests . . . . . . — — (76) Comprehensive income attributable to common stockholders . . . . . . . . $249,257 $358,046 $302,985 The accompanying notes are an integral part of these consolidated financial statements. F-9 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, 2017 . . . . . . 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 OP Units into common stock . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . 403 — — — — — 6 (3) — — — — 10,474 — — — (5,869) (2,714) 3,701 — — — — 2,692 — — — — — Ending balance, December 31, 2017 . . . . . . 304,620 3,046 3,330,466 24,211 Common stock dividends ($1.105 per common share) . . . . . . . . . . . . . . . . Equity based compensation expense . . . . . . Other comprehensive loss . . . . . . . . . . . . — — — Issuance of common stock and OP Units . . . 184 — — — 2 — 9,378 — — Repurchases of common stock . . . . . . . . . (6,315) (63) (104,637) Share-based awards retained for taxes . . . . . Net income . . . . . . . . . . . . . . . . . . . . — — — — (1,878) — — — (8,238) — — — — Ending balance, December 31, 2018 . . . . . . 298,489 2,985 3,233,329 15,973 ASC 842 cumulative adjustment . . . . . . . . Common stock dividends ($1.125 per common share) . . . . . . . . . . . . . . . . Equity based compensation expense . . . . . . Other comprehensive loss . . . . . . . . . . . . — — — — Issuance of common stock and OP Units . . . 203 Repurchases of common stock . . . . . . . . . (835) Share-based awards retained for taxes . . . . . Net income . . . . . . . . . . . . . . . . . . . . — — — — — — 3 (9) — — — — 13,571 — — (14,554) (1,721) — — — — (25,516) — — — — (322,475) — (641) — — — — — 300,293 (449,375) (333,097) — — — — — 366,284 (416,188) (1,974) (336,815) — — — — — 274,773 — 3 (648) — (6) — — (322,475) 10,477 (1,289) 2,692 — (5,872) (2,714) (3,701) — 76 — — — — — — — — — — — — — — — — — 300,369 2,908,348 (333,097) 9,378 (8,238) 2 (104,700) (1,878) 366,284 2,836,099 (1,974) (336,815) 13,571 (25,516) 3 (14,563) (1,721) 274,773 Ending balance, December 31, 2019 . . . . . . 297,857 $2,979 $3,230,625 $ (9,543) $(480,204) $ — $2,743,857 The accompanying notes are an integral part of these consolidated financial statements. F-10 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2018 2017 2019 Operating activities: Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 274,773 $ 366,284 $ 300,369 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt premium and discount amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred financing cost amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accretion of above- and below-market leases, net . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of real estate assets 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, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred charges and prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investing activities: . . . . . . . . . . . . . . . . . . . . . . . . Improvements to and investments in real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of real estate assets Proceeds from sale of unconsolidated joint venture interest . . . . . . . . . . . . . . . . . . . . . Purchase of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of marketable securities Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing activities: Repayment of secured debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of borrowings under unsecured revolving credit facility . . . . . . . . . . . . . . . . . Proceeds from borrowings under unsecured revolving credit facility . . . . . . . . . . . . . . . . . Proceeds from unsecured term loans and notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of borrowings under unsecured term loans . . . . . . . . . . . . . . . . . . . . . . . . Deferred financing and debt extinguishment costs . . . . . . . . . . . . . . . . . . . . . . . . . . Distributions to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributions to non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repurchases of common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repurchases 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 . . . . . . . . . . . . . . . . . . . . . . . 332,431 966 7,063 (18,824) 24,402 (54,767) — 12,661 3,600 1,620 (26,999) (30,702) (179) 2,627 528,672 (395,095) (79,634) 290,153 — (37,781) 50,293 (172,064) — (586,000) 287,000 771,623 (500,000) (7,294) (334,895) — (14,563) (1,721) (385,850) (29,242) 50,765 $ 21,523 Reconciliation to consolidated balance sheets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . . $ 19,097 2,426 $ 21,523 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $3,480, $2,478 and $2,945 . . . . . . . . . . . State and local taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 178,890 2,134 352,245 (2,572) 6,601 (26,566) 53,295 (209,168) — 9,378 3,424 37,096 (12,312) (40,575) 3,735 824 541,689 (268,689) (17,447) 957,955 — (33,096) 30,880 669,603 375,028 (5,323) 6,971 (29,634) 40,104 (68,847) (4,556) 10,477 2,511 (498) (26,458) (53,316) (3,575) 8,695 551,948 (202,873) (190,487) 330,757 12,369 (28,263) 25,623 (52,874) (895,717) (194,000) 500,000 250,000 (435,000) (56,598) (333,411) — (104,700) (1,878) (1,271,304) (60,012) 110,777 50,765 (409,575) (603,000) 481,000 1,193,916 (815,000) (11,142) (317,389) (1,390) (5,872) (2,714) (491,166) 7,908 102,869 $ 110,777 41,745 9,020 50,765 $ 56,938 53,839 $ 110,777 212,889 2,180 $ 223,198 2,199 $ $ $ $ The accompanying notes are an integral part of these consolidated financial statements. F-11 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except unit information) December 31, 2019 December 31, 2018 Assets Real estate Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,767,029 $ 1,804,504 Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,356,571 8,294,273 10,123,600 10,098,777 Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . (2,481,250) (2,349,127) Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,642,350 7,749,650 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred charges and prepaid expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,081 2,426 18,054 234,246 143,973 22,171 60,179 41,619 9,020 30,023 228,297 145,662 2,901 34,903 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,142,480 $ 8,242,075 Liabilities Debt obligations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . $ 4,861,185 537,454 $ 4,885,863 520,459 Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,398,639 5,406,322 Commitments and contingencies (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — Capital Partnership common units; 305,334,144 and 305,130,472 units issued and 297,857,267 and 298,488,516 units outstanding . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . 2,753,385 (9,544) 2,819,770 15,983 Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,743,841 2,835,753 Total liabilities and capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,142,480 $ 8,242,075 The accompanying notes are an integral part of these consolidated financial statements. F-12 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per unit data) Year Ended December 31, 2019 2018 2017 Revenues Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,166,379 $1,233,068 $1,281,724 Other revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,879 1,272 1,456 Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,168,258 1,234,340 1,283,180 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,876 170,988 332,431 — 24,402 102,309 755,006 136,217 177,401 352,245 10,082 53,295 93,596 136,092 179,097 375,028 5,323 40,104 92,247 822,836 827,891 Other income (expense) Dividends and interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain (loss) on extinguishment of debt, net . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 699 (189,775) 54,767 (1,620) (2,550) 519 (215,025) 209,168 (37,096) (2,786) 365 (226,660) 68,847 498 (2,907) Total other expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (138,479) (45,220) (159,857) Income before equity in income of unconsolidated joint venture . . . . . . Equity in income of unconsolidated joint venture . . . . . . . . . . . . . . . . Gain on disposition of unconsolidated joint venture interest . . . . . . . . . 274,773 — — 366,284 — — 295,432 381 4,556 Net income attributable to Brixmor Operating Partnership LP . . . . . . . $ 274,773 $ 366,284 $ 300,369 Net income attributable to Brixmor Operating Partnership LP per common unit: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 0.92 0.92 $ $ 1.21 1.21 $ $ 0.98 0.98 Weighted average units: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 298,229 299,334 302,074 302,339 304,913 305,281 The accompanying notes are an integral part of these consolidated financial statements. F-13 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2019 2018 2017 Net income attributable to Brixmor Operating Partnership LP . . . . . . . . . . . $274,773 $366,284 $300,369 Other comprehensive income (loss) Change in unrealized gain (loss) on interest rate swaps, net (Note 6) . . . . . . (25,713) (8,361) Change in unrealized gain (loss) on marketable securities . . . . . . . . . . . . . 186 120 Total other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . (25,527) (8,241) 2,815 (122) 2,693 Comprehensive income attributable to Brixmor Operating Partnership LP . . . $249,246 $358,043 $303,062 The accompanying notes are an integral part of these consolidated financial statements. F-14 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, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . $2,905,378 $ 21,531 $2,926,909 Distributions to partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (323,763) Equity based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repurchases of OP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share-based awards retained for taxes . . . . . . . . . . . . . . . . . . . . . . . 10,477 — (5,872) (2,714) Net income attributable to Brixmor Operating Partnership LP . . . . . . 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 Distributions to partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of OP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repurchases of OP Units Share-based awards retained for taxes . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to Brixmor Operating Partnership LP . . . . . . (333,191) 9,378 — 2 (104,700) (1,878) 366,284 — — (8,241) — — — — (333,191) 9,378 (8,241) 2 (104,700) (1,878) 366,284 Ending balance, December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . 2,819,770 15,983 2,835,753 ASC 842 cumulative adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . Distributions to partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of OP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repurchases of OP Units Share-based awards retained for taxes . . . . . . . . . . . . . . . . . . . . . . . Net income attributable to Brixmor Operating Partnership LP . . . . . . (1,974) (336,474) 13,571 — 3 (14,563) (1,721) 274,773 — — — (25,527) — — — — (1,974) (336,474) 13,571 (25,527) 3 (14,563) (1,721) 274,773 Ending balance, December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . $2,753,385 $ (9,544) $2,743,841 The accompanying notes are an integral part of these consolidated financial statements. F-15 BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2018 2017 2019 Operating activities: Net income attributable to Brixmor Operating Partnership LP . . . . . . . . . . . . . . . . . . . . $ 274,773 $ 366,284 $ 300,369 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accretion of above- and below-market leases, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred charges and prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable, accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investing activities: . . . . . . . . . . . . . . . . . . . . . . . . . Improvements to and investments in real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of real estate assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of real estate assets Proceeds from sale of unconsolidated joint venture interest . . . . . . . . . . . . . . . . . . . . . . Purchase of marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of marketable securities Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing activities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of secured debt obligations Repayment of borrowings under unsecured revolving credit facility . . . . . . . . . . . . . . . . . . Proceeds from borrowings under unsecured revolving credit facility . . . . . . . . . . . . . . . . . . Proceeds from unsecured term loans and notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of borrowings under unsecured term loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred financing and debt extinguishment costs Partner distributions and repurchases of OP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . . . 332,431 966 7,063 (18,824) 24,402 (54,767) — 12,661 3,600 1,620 (26,999) (30,702) (179) 2,627 528,672 (395,095) (79,634) 290,153 — (38,002) 50,293 (172,285) — (586,000) 287,000 771,623 (500,000) (7,294) (350,848) (385,519) (29,132) 50,639 $ 21,507 Reconciliation to consolidated balance sheets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . $ 19,081 2,426 $ 21,507 Supplemental disclosure of cash flow information: Cash paid for interest, net of amount capitalized of $3,480, $2,478 and $2,945 . . . . . . . . . . . . State and local taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 178,890 2,134 352,245 (2,572) 6,601 (26,566) 53,295 (209,168) — 9,378 3,424 37,096 (12,312) (40,575) 3,735 824 541,689 (268,689) (17,447) 957,955 — (33,094) 30,880 669,605 375,028 (5,323) 6,971 (29,634) 40,104 (68,847) (4,556) 10,477 2,511 (498) (26,458) (53,316) (3,575) 8,695 551,948 (202,873) (190,487) 330,757 12,369 (28,261) 25,623 (52,872) (895,717) (194,000) 500,000 250,000 (435,000) (56,598) (440,087) (1,271,402) (60,108) 110,747 50,639 (409,575) (603,000) 481,000 1,193,916 (815,000) (11,142) (327,363) (491,164) 7,912 102,835 $ 110,747 41,619 9,020 50,639 $ 56,908 53,839 $ 110,747 212,889 2,180 $ 223,198 2,199 $ $ $ $ The accompanying notes are an integral part of these consolidated financial statements. F-16 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 (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of December 31, 2019, the Company’s portfolio was comprised of 403 shopping centers (the “Portfolio”) totaling approximately 71 million square feet of GLA. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. The Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has a single reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Basis of Presentation The financial information included herein reflects the consolidated financial position of the Company as of December 31, 2019 and 2018 and the consolidated results of its operations and cash flows for the years ended December 31, 2019, 2018 and 2017. Certain prior year balances in the accompanying Consolidated Statements of Operations have been reclassified to conform to the current year presentation for the adoption of Accounting Standards Codification Topic 842 “Leases” (“ASC 842”) (described below in New Accounting Pronouncements), which supersedes Accounting Standards Codification Topic 840 “Leases” (“ASC 840”). 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 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 F-17 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, 2019. 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 did not own in those entities that it consolidated. 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 equivalents balance at one or more of these financial institutions exceeds the Federal Depository Insurance Corporation (“FDIC”) insurance coverage. The Company periodically assesses the credit risk associated with these financial institutions and believes that the risk of loss is minimal. Restricted Cash Restricted cash represents cash deposited in escrow accounts, 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 on the Company’s Consolidated Balance Sheets at historical cost, less accumulated depreciation and amortization. Upon acquisition of real estate operating properties, management estimates the fair value of acquired tangible assets (consisting of land, buildings, and tenant improvements), identifiable intangible assets and liabilities (consisting of above- and below-market leases and in-place leases), and assumed debt based on an evaluation of available information. Based on these estimates, the fair value is allocated to the acquired assets and assumed liabilities. Transaction costs incurred during the acquisition process are capitalized as a component of the asset’s value. The fair value of tangible assets is determined as if the acquired property is vacant. Fair value is determined using an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In allocating fair value to identifiable intangible assets and liabilities, the value of above-market and below-market leases is estimated based on the present value (using a discount rate reflecting the risks associated with the leases acquired) of the difference between: (i) the contractual amounts to be paid pursuant to the leases negotiated and in-place at the time of acquisition and (ii) management’s estimate of fair F-18 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. The value of in-place leases is estimated based on management’s evaluation of the specific characteristics of each tenant lease, including: (i) fair market rent and the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes that would be forgone during a hypothetical expected lease-up period and (ii) costs that would be incurred, including leasing commissions, legal and marketing costs, and tenant improvements and allowances, to execute similar leases. The value assigned to in-place leases is amortized to Depreciation and amortization expense over the remaining term of each lease. 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. On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, are less than the carrying value of the property. Various factors are considered in the estimation process, including trends and prospects and the effects of demand and competition on future operating income. Changes in any estimates and/or assumptions, including the anticipated hold period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized to reflect the estimated fair value. When a real estate asset is identified by management as held for sale, the Company discontinues depreciating the asset and estimates its sales price, net of estimated selling costs. If the estimated net sales price of an asset is less than its net carrying value, an impairment is recognized to reflect the estimated fair value. Properties classified as real estate held for sale represent properties that are under contract for sale and where the applicable pre-sale due diligence period has expired prior to the end of the reporting period. 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 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. 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 compensation and other related costs of personnel directly involved. Additionally, the Company capitalizes interest expense related to development and redevelopment activities. Capitalization of these costs begins when the activities and related expenditures commence and 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 F-19 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 its 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 recognized 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 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. The investment’s value would have been 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 would have been recognized for the excess of its carrying amount over its fair value. Deferred Leasing and Financing Costs Costs incurred in executing tenant leases and long-term financings are capitalized and amortized using the straight-line method over the term of the related lease or debt agreement, which approximates the effective interest method. For tenant leases, capitalized costs incurred include tenant improvements, tenant allowances, and leasing commissions. In connection with the adoption of ASC 842, the Company no longer capitalizes partial salaries and/or indirect legal fees incurred in executing tenant leases. These amounts were capitalized under previous guidance. For long-term financings, capitalized costs incurred include bank and legal fees. The amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, on the Company’s Consolidated Statements of Operations and in Operating activities on the Company’s Consolidated Statements of Cash Flows. 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 is based primarily on publicly traded market values in active markets and is 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, 2019 and 2018, the fair value of the Company’s marketable securities portfolio approximated its cost basis. Derivative Financial Instruments and Hedging Derivatives are measured at fair value and are recognized in the Company’s Consolidated Balance Sheets as assets or liabilities, depending on the Company’s rights or obligations under the applicable derivative contract. The accounting for changes in the fair value of a derivative varies based on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the necessary criteria. Derivatives designated as a hedge of the exposure to variability in expected future cash flows are considered F-20 cash flow hedges. In a cash flow hedge, hedge accounting generally provides for the matching of the timing of recognition of gain or loss on the hedging instrument with the recognition of the earnings effect of the hedged transactions. Revenue Recognition and Receivables The Company enters into agreements with tenants which convey the right to control the use of identified space at its shopping centers in exchange for rental revenue. These agreements meet the criteria for recognition as leases under ASC 842. Rental revenue is recognized on a straight-line basis over the terms of the related leases. The cumulative difference between rental revenue recognized on the Company’s Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables, net on the accompanying Consolidated Balance Sheets. The Company commences recognizing rental revenue based on the date it makes the underlying asset available for use by the tenant. Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes by the lessee and are recognized in the period the applicable expenditures are incurred. In connection with the adoption of ASC 842, the Company has evaluated the lease and non-lease components within its leases where it is the lessor and has elected the practical expedient to present lease and non-lease components in its lease agreements as one component. As such, the Company accounts for rental revenue (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842. Additionally, the Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance and real estate taxes, within this lease component. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. Certain leases also provide for percentage rents based upon the level of sales achieved by a lessee. Percentage rents are recognized upon the achievement of certain pre-determined sales thresholds and are included in Rental income on the Company’s Consolidated Statements of Operations. Gains from the sale of depreciated operating properties are generally recognized under the full accrual method, provided that various criteria relating to the terms of the sale and subsequent involvement by the Company with the applicable property are met. The Company periodically evaluates the collectability of its receivables related to rental revenue, straight-line rent, expense reimbursements and those attributable to other revenue generating activities. The Company analyzes individual tenant receivables and considers tenant credit-worthiness, the length of time a receivable has been outstanding, and current economic trends when evaluating collectability. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims. Any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on the Company’s Consolidated Statements of Operations. Prior period Provision for doubtful accounts is included in Operating expenses on the Company’s Consolidated Statements of Operations in accordance with the Company’s previous presentation and has not been reclassified to Rental income. Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. In connection with the adoption of ASC 842, the Company evaluated these agreements and determined that they meet the criteria for recognition as leases under ASC 842. For these agreements the Company recognizes an operating lease right-of-use (“ROU”) asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancellable lease term. As the discount rates implicit in the leases are not readily determinable, the Company uses its incremental secured borrowing rate, based on the information available at the commencement date of each lease, to determine the present value of the associated lease payments. The lease terms utilized by the Company may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. The Company evaluates many factors, including current and future lease cash flows, when determining if an option to extend or terminate should be included in the non-cancellable period. Lease expense for minimum lease payments is recognized on a straight-line basis F-21 over the non-cancellable lease term. The Company has elected to apply the short-term lease exemption within ASC 842 and has not recorded an ROU asset or lease liability for leases with terms of less than 12 months. Additionally, leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance and real estate taxes by the Company. In connection with the adoption of ASC 842, the Company has evaluated the lease and non-lease components within its leases where it is the lessee and has elected the practical expedient to present lease and non-lease components in its lease agreements as one component. As such, the Company accounts for lease payments (lease component) and common area expense reimbursements (non-lease component) as one lease component under ASC 842. Additionally, the Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance and real estate taxes, within this lease component. These amounts are included in Operating expenses on the Company’s Consolidated Statements of Operations. Stock Based Compensation The Company accounts for equity awards in accordance with the FASB’s Stock Compensation guidance, which requires that all share-based payments to employees and non-employee directors be recognized in the Consolidated Statements of Operations over the service period based on their fair value. Fair value is determined based on the type of award, using either the grant date market price of the Company’s common stock or a Monte Carlo simulation model. Share-based compensation expense is included in General and administrative expenses on the Company’s Consolidated Statements of Operations. Income Taxes Brixmor Property Group Inc. 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, Brixmor Property Group Inc. must meet several organizational and operational requirements, including a requirement that it currently distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. Management intends to satisfy these requirements and maintain Brixmor Property Group Inc.’s REIT status. As a REIT, Brixmor Property Group Inc. 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. Brixmor Property Group Inc. conducts substantially all of its operations through the Operating Partnership which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the Consolidated Financial Statements of the Company. If Brixmor Property Group Inc. fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if Brixmor Property Group Inc. qualifies for taxation as a REIT, Brixmor Property Group Inc. is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable. Brixmor Property Group Inc. has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a “TRS”), and Brixmor Property Group Inc. may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal and state income taxes at regular corporate rates. Income taxes related to Brixmor Property Group Inc.’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, 2019 and 2018. Open tax years generally range from 2016 through 2018, 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. F-22 New Accounting Pronouncements In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments — Credit Losses.” ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. The standard is effective on January 1, 2020, with early adoption permitted. The Company does not expect the adoption of ASU 2018-19 to have a material impact on the Consolidated Financial Statements of the Company. Information regarding the adoption of ASC 842 is described below. In October 2018, the FASB issued ASU 2018-16, “Derivatives and Hedging (Topic 815).” ASU 2018-16 amends guidance to permit the use of the Overnight Index Swap rate based on the Secured Overnight Financing Rate as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. The standard became effective for the Company on January 1, 2019. The Company determined that these changes did not have a material impact on the Consolidated Financial Statements of the Company. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820).” ASU 2018-13 amends certain disclosure requirements regarding the fair value hierarchy of investments in accordance with GAAP, particularly the significant unobservable inputs used to value investments within Level 3 of the fair value hierarchy. The standard is effective on January 1, 2020, with early adoption permitted. The Company does not expect the adoption of ASU 2018-13 to 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). ASU 2016-02 was subsequently amended by ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842”; ASU 2018-10, “Codification Improvements to Topic 842”; ASU 2018-11, “Targeted Improvements”; ASU 2018-20, “Narrow – Scope Improvements for Lessors”; and ASU 2019-01, “Codification Improvements”. 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 an ROU asset and a lease liability for all leases with terms of greater than 12 months, regardless of their classification. Leases with terms of 12 months or less qualify for the short-term lease recognition exemption and may be accounted for similar to previous guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to previous guidance for sales-type leases, direct financing leases and operating leases. Adoption The standard became effective for the Company on January 1, 2019 and a modified retrospective transition approach was required. The Company determined that the adoption of ASC 842 had a material impact on the Consolidated Financial Statements of the Company. The Company elected the following optional practical expedients upon adoption: • • • • • The Company did not reassess whether a current arrangement contains a lease. (ASU 2016-02) The Company did not reassess current lease classification. (ASU 2016-02) The Company did not reassess initial direct costs recognized under previous guidance. (ASU 2016-02) The Company did not reassess current land easements. (ASU 2018-01) The Company applied ASC 842 as of the effective date. Therefore, the Company’s reporting for the comparative periods presented in the Consolidated Financial Statements of the Company will continue to be in accordance with ASC 840, however certain prior year balances on the accompanying Consolidated Statements of Operations have been reclassified to conform to the current year presentation. The Company recognized a $2.0 million cumulative adjustment to F-23 decrease retained earnings for indirect leasing costs capitalized for executed leases that had not commenced as of the adoption date of ASC 842. (ASU 2018-11) • The Company elected, by class of underlying asset, not to separate non-lease components from the associated lease components and instead account for them as a single component. This resulted in the consolidation of Rental income and Expense reimbursements on the Company’s Consolidated Statements of Operations. (ASU 2018-11) Lessee For leases where the Company is the lessee, primarily for the Company’s ground leases and administrative office leases, the Company was required to record an ROU asset and a lease liability on its Consolidated Balance Sheets on the effective date. The Company elected to apply the short-term lease recognition exemption for all leases that qualified. Lessor For leases where the Company is the lessor, the Company will continue to record revenues from rental properties for its operating leases on a straight-line basis. In addition, initial direct leasing costs continue to be capitalized, however, indirect leasing costs previously capitalized are expensed under ASC 842. During the years ended December 31, 2018 and 2017, the Company capitalized $11.9 million and $10.0 million, respectively, of indirect leasing costs, including leasing payroll and legal costs. In addition, ASC 842 requires that additional lease disclosures be presented in the Consolidated Financial Statements of the Company for both lessor and lessee lease agreements. See Notes 9 and 10 for additional information. 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, 2019, the Company acquired the following assets, in separate transactions: Description(1) Location Month Acquired GLA Aggregate Purchase Price(2) Land adjacent to Parmer Crossing . . . . . . . . . . . . . Austin, TX Centennial Shopping Center . . . . . . . . . . . . . . . . . Englewood, CO Plymouth Square Shopping Center(3) Leases at Baytown Shopping Center . . . . . . . . . . . . Baytown, TX Apr-19 Apr-19 . . . . . . . . . . . Conshohocken, PA May-19 Jun-19 N/A $ 2,197 18,011 56,909 2,517 113,682 235,728 N/A 349,410 $79,634 (1) No debt was assumed related to any of the listed acquisitions. (2) Aggregate purchase price includes $1.2 million of transaction costs. (3) GLA excludes square footage related to the anticipated relocation of the Company’s regional office. Total acquired GLA is 288,718 square feet. F-24 During the year ended December 31, 2018, the Company acquired the following assets, in separate transactions: Description(1) Location Month Acquired GLA Aggregate Purchase Price(2) Land adjacent to Arborland Center . . . . . . . . . . . . . . . Ann Arbor, MI Jun-18 N/A $ 5,576 Outparcel adjacent to Lehigh Shopping Center . . . . . . . Bethlehem, PA Jun-18 12,739 Outparcel building adjacent to Beneva Village Shoppes . . Sarasota, FL Jul-18 3,710 Outparcel building adjacent to Roosevelt Mall . . . . . . . . Philadelphia, PA Oct-18 Land adjacent to Arborland Center . . . . . . . . . . . . . . . Ann Arbor, MI Outparcel building adjacent to Wynnewood Village . . . . Dallas, TX Oct-18 Dec-18 975 N/A 6,000 Building at Wendover Place . . . . . . . . . . . . . . . . . . . . . Greensboro, NC Dec-18 58,876 1,899 1,541 2,318 415 2,551 3,147 82,300 $17,447 (1) No debt was assumed related to any of the listed acquisitions. (2) Aggregate purchase price includes $0.4 million of transaction costs. The aggregate purchase price of the assets acquired during the years ended December 31, 2019 and 2018, respectively, has been allocated as follows: Year Ended December 31, 2019 2018 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25,953 45,781 5,832 155 6,923 84,644 5,010 — 5,010 $79,634 $ 9,220 6,129 1,039 20 1,127 17,535 88 — 88 $17,447 (1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the years ended December 31, 2019 and 2018 was 10.4 years and 3.8 years, respectively. (2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the years ended December 31, 2019 and 2018 was 8.8 years and 4.9 years, respectively. (3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the years ended December 31, 2019 and 2018 was 24.3 years and 4.7 years, respectively. F-25 3. Dispositions and Assets Held for Sale During the year ended December 31, 2019, the Company disposed of 24 shopping centers and three partial shopping centers for aggregate net proceeds of $288.5 million resulting in aggregate gain of $53.4 million and aggregate impairment of $16.4 million. In addition, during the year ended December 31, 2019, the Company received aggregate net proceeds of $1.6 million from previously disposed assets resulting in aggregate gain of $1.4 million. During the year ended December 31, 2018, the Company disposed of 62 shopping centers, two partial shopping centers and one land parcel for aggregate net proceeds of $957.5 million resulting in aggregate gain of $208.7 million and aggregate impairment of $37.0 million. In addition, during the year ended December 31, 2018, the Company received aggregate net proceeds of $0.5 million from previously disposed assets resulting in aggregate gain of $0.5 million. As of December 31, 2019, the Company had two properties and two partial properties held for sale. As of December 31, 2018, the Company had one property held for sale. The following table presents the assets and liabilities associated with the properties classified as held for sale: December 31, 2019 December 31, 2018 Assets Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings and improvements Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . Real estate, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets associated with real estate assets held for sale . . . . . . . . . . . . . . $ 3,356 31,650 (13,044) 21,962 209 $22,171 $ 1,220 2,927 (1,334) 2,813 88 $ 2,901 Liabilities Below-market leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities associated with real estate assets held for sale(1) . . . . . . . . . . $ $ 415 415 $ — $ — (1) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. There were no discontinued operations for the years ended December 31, 2019, 2018 and 2017 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: Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,767,029 $ 1,804,504 December 31, 2019 December 31, 2018 Buildings and improvements: Buildings and tenant improvements(1) Lease intangibles(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated depreciation and amortization(3) . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,741,607 614,964 10,123,600 (2,481,250) 7,626,363 667,910 10,098,777 (2,349,127) $ 7,642,350 $ 7,749,650 (1) As of December 31, 2019 and 2018, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds of $46.9 million and $41.7 million, respectively. F-26 (2) As of December 31, 2019 and 2018, Lease intangibles consisted of $554.9 million and $601.0 million, respectively, of in-place leases and $60.1 million and $66.9 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease. (3) As of December 31, 2019 and 2018, Accumulated depreciation and amortization included $533.1 million and $560.3 million, respectively, of accumulated amortization related to Lease intangibles. In addition, as of December 31, 2019 and 2018, the Company had intangible liabilities relating to below-market leases of $372.1 million and $392.9 million, respectively, and accumulated accretion of $267.1 million and $266.1 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. These intangible assets are accreted over the term of each related lease. Below-market lease accretion income, net of above-market lease amortization for the years ended December 31, 2019, 2018 and 2017 was $18.8 million, $26.6 million and $29.6 million, respectively. These amounts are included in Rental income on the Company’s Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the years ended December 31, 2019, 2018 and 2017 was $25.8 million, $35.2 million and $46.2 million, respectively. These amounts are included in Depreciation and amortization on the Company’s Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows: Year ending December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Below-market lease accretion (income), net of above-market lease amortization $(14,272) (11,759) (9,753) (8,410) (7,767) In-place lease amortization expense $18,583 13,630 9,490 6,862 5,148 Hurricane Michael Impact On October 7, 2018, Hurricane Michael struck Florida resulting in widespread damage and flooding. The Company has two properties, totaling 0.4 million square feet of GLA, which were impacted. The Company maintains comprehensive property insurance on these properties, including business interruption insurance. As of December 31, 2019, the Company’s assessment of the damages sustained to its properties from Hurricane Michael has resulted in cumulative accelerated depreciation of $13.7 million, representing the estimated net book value of damaged assets. The Company also recognized a corresponding receivable for estimated property insurance recoveries. As such, there was no impact to net income during the years ended December 31, 2019 and 2018. As of December 31, 2019, the Company has received property insurance proceeds of $8.5 million and has a remaining receivable balance of $5.2 million, which is included in Receivables on the Company’s Consolidated Balance Sheets. F-27 5. Impairments On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. If management determines that the carrying value of a real estate asset is impaired, a loss is recognized to reflect the estimated fair value. The Company recognized the following impairments during the year ended December 31, 2019: Year Ended December 31, 2019 Property Name(1) Westview Center(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Hanover Park, IL Parcel at Mansell Crossing(2) Brice Park . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reynoldsburg, OH . . . . . . . . . . . . . . . . . . . Alpharetta, GA Location Lincoln Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Haven, IN Glendale Galleria(2) . . . . . . . . . . . . . . . . . . . . . . . . . . Glendale, AZ Mohawk Acres Plaza(3) Towne Square North(2) Marwood Plaza(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Parcel at Lakes Crossing(3) . . . . . . . . . . . . . . . . . . . . . Muskegon, MI Bartonville Square(2) . . . . . . . . . . . . . . . . . . . . . . . . . Bartonville, IL North Hills Village(2) . . . . . . . . . . . . . . . . . . . . . . . . . Haltom City, TX . . . . . . . . . . . . . . . . . . . . . . . Rome, NY . . . . . . . . . . . . . . . . . . . . . . . Owensboro, KY Indianapolis, IN GLA 321,382 51,615 158,565 98,288 119,525 156,680 163,161 107,080 4,990 61,678 43,299 Impairment Charge $ 6,356 5,777 3,112 2,715 2,197 1,598 1,121 751 558 191 26 1,286,263 $24,402 (1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the year ended December 31, 2019. (3) These properties were classified as held for sale as of December 31, 2019. F-28 The Company recognized the following impairments during the year ended December 31, 2018: Year Ended December 31, 2018 Location St. Petersburg, FL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peoria, IL Jackson, MS . . . . . . . . . . . . . . . . . . . . . Toledo, OH . . . . . . . . . . . . . . . . . . . . . . . . . . . Covington, GA . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hanover Park, IL Property Name(1) County Line Plaza(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Southland Shopping Plaza(2) Covington Gallery(3) Westview Center(3) Roundtree Place(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ypsilanti, MI Skyway Plaza . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wadsworth Crossings(2) . . . . . . . . . . . . . . . . . . . . . . . . . Wadsworth, OH Brooksville Square(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Brooksville, FL Sterling Bazaar(2) Pensacola Square(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pensacola, FL Plantation Plaza(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Clute, TX Kline Plaza(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Harrisburg, PA Smith’s(2) Elkhart Plaza West(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Elkhart, IN Dover Park Plaza(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Yardville, NJ Parcel at Elk Grove Town Center(2) . . . . . . . . . . . . . . . . . Elk Grove Village, IL Crossroads Centre(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Fairview Heights, IL Shops of Riverdale(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Riverdale, GA Valley Commons(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mount Carmel Plaza(2) Klein Square(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Glenside, PA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Socorro, NM Spring, TX Salem, VA GLA 221,127 285,278 174,857 321,382 246,620 110,799 118,145 96,361 87,359 142,767 99,141 214,628 48,000 81,651 56,638 72,385 242,752 16,808 45,580 14,504 80,636 Impairment Charge $10,181 7,077 6,748 5,916 4,317 3,639 3,594 2,740 1,571 1,345 1,251 1,237 1,200 748 555 538 204 155 115 115 49 2,777,418 $53,295 (1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program. (2) The Company disposed of this property during the year ended December 31, 2018. (3) The Company disposed of this property during the year ended December 31, 2019. F-29 The Company recognized the following impairments during the year ended December 31, 2017: Property Name(1) Location Year Ended December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Versailles, KY . . . . . . . . . . . . . . . . . . . . . . . Liverpool, NY The Manchester Collection . . . . . . . . . . . . . . . . . . . . Manchester, CT Lexington Road Plaza(2) The Plaza at Salmon Run . . . . . . . . . . . . . . . . . . . . . . Watertown, NY The Vineyards(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Eastlake, OH Highland Commons(2) . . . . . . . . . . . . . . . . . . . . . . . . Glasgow, KY Parkway Pointe(2) Shops at Seneca Mall(2) Smith’s(3) Fashion Square(3) Austin Town Center(2) . . . . . . . . . . . . . . . . . . . . . . . . Austin, MN Renaissance Center East(2) . . . . . . . . . . . . . . . . . . . . . Las Vegas, NV Salisbury Marketplace(2) Salisbury, NC . . . . . . . . . . . . . . . . . . . . . . Remount Village Shopping Center(2) . . . . . . . . . . . . . . North Charleston, SC The Shoppes at North Ridgeville(2) . . . . . . . . . . . . . . . North Ridgeville, OH Crossroads Centre(3) . . . . . . . . . . . . . . . . . . . . . . . . . Fairview Heights, IL Milford Center(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . Orange Park, FL . . . . . . . . . . . . . . . . . . . . . . . . . . . Milford, CT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Springfield, IL Socorro, NM GLA 342,247 197,668 68,761 144,820 130,466 38,737 231,024 48,000 36,029 110,680 144,216 79,732 60,238 59,852 242,752 25,056 Impairment Charge $ 9,026 6,393 3,486 3,008 2,499 2,373 2,226 2,200 2,125 1,853 1,658 1,544 921 389 358 45 1,960,278 $40,104 (1) The Company recognized impairment charges based upon a change in the anticipated hold period of these properties and/or offers from third-party buyers 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, 2018. The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods. See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair value of operating properties which have been impaired. 6. Financial Instruments — Derivatives and Hedging The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes. In certain situations, the Company may enter into derivative financial instruments such as interest rate swap and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Cash Flow Hedges of Interest Rate Risk Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable LIBOR based debt. During the year ended December 31, 2019, the Company did not enter into any new interest rate swap agreements. During the year ended December 31, 2018, the Company entered into four forward starting interest rate swap agreements with an effective date F-30 of January 2, 2019, an aggregate notional value of $300.0 million, a weighted average fixed rate of 2.61% and an expiration date of July 26, 2024. Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2019 and 2018 is as follows: Interest Rate Swaps . . . . December 31, 2019 7 December 31, 2018 10 December 31, 2019 $800,000 December 31, 2018 $1,200,000 Number of Instruments Notional Amount 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, 2019 and 2018, respectively, is as follows: Interest rate swaps classified as: Gross derivative assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . Net derivative assets (liabilities) . . . . . . . . . . . . . . . . . . . . . . Fair Value of Derivative Instruments December 31, 2019 December 31, 2018 $ 3,795 (13,449) $ (9,654) $18,630 (2,571) $16,059 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 derivative, 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 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 on the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017 is as follows: Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Year Ended December 31, 2019 2018 2017 Change in unrealized gain (loss) on interest rate swaps . . . . . . . . . $(19,333) $ 3,837 $ 4,976 (2,161) Accretion of interest rate swaps to interest expense . . . . . . . . . . . . (12,198) (6,380) Change in unrealized gain (loss) on interest rate swaps, net . . . . . . $(25,713) $ (8,361) $ 2,815 The Company estimates that $0.3 million will be reclassified from accumulated other comprehensive income (loss) as an increase to interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the years ended December 31, 2019, 2018 and 2017. 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, 2019 and 2018, the Company did not have any non-designated hedges. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, F-31 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. 7. Debt Obligations As of December 31, 2019 and 2018, the Company had the following indebtedness outstanding: Secured loan Secured loan(2) . . . . . . . . . . . . . . . . . . . . . . . Net unamortized premium . . . . . . . . . . . . . . . Net unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total secured loan, net Notes payable Unsecured notes(3)(4) . . . . . . . . . . . . . . . . . . . Net unamortized premium (discount) . . . . . . . . Net unamortized debt issuance costs . . . . . . . . . Total notes payable, net . . . . . . . . . . . . . . . . . . . Unsecured Credit Facility and term loans Unsecured Credit Facility – $500 Million Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsecured Credit Facility – Revolving Facility . . Unsecured $350 Million Term Loan(4) . . . . . . . . Unsecured $300 Million Term Loan(5) . . . . . . . . Net unamortized debt issuance costs . . . . . . . . . Total Unsecured Credit Facility and term loans . . . . . . . . . . . . . . . . . . . . Total debt obligations, net Carrying Value as of December 31, 2019 December 31, 2018 Stated Interest Rate(1) Scheduled Maturity Date 4.40% 2024 2.96% – 7.97% 2022 – 2029 $ $ 7,000 211 (37) 7,174 $ $ 7,000 262 (45) 7,217 $4,218,453 11,078 (23,579) $4,205,952 $3,468,453 (11,562) (20,877) $3,436,014 $ — $ 500,000 306,000 350,000 300,000 (13,368) $1,442,632 $4,885,863 7,000 350,000 300,000 (8,941) $ 648,059 $4,861,185 — 2.84% 2.94% 2.94% 2021 2023 2023 2024 (1) Stated interest rates as of December 31, 2019 do not include the impact of the Company’s interest rate swap agreements (described below). (2) The Company’s secured loan is collateralized by a property with a carrying value of approximately $16.6 million as of December 31, 2019. (3) The weighted average stated interest rate on the Company’s unsecured notes was 3.81% as of December 31, 2019. (4) Effective November 1, 2016, the Company has in place three interest rate swap agreements that convert the variable interest rate on $150.0 million of the Company’s $250.0 million Floating Rate Senior Notes due 2022, issued on August 31, 2018 (the “2022 Notes”) to a fixed, combined interest rate of 1.11% (plus a spread of 105 basis points) and the Company’s $350.0 million term loan agreement, as amended December 12, 2018, (the “$350 Million Term Loan”) to a fixed, combined interest rate of 1.11% (plus a spread of 125 basis points) through July 30, 2021. (5) Effective January 2, 2019, the Company has in place four interest rate swap agreements that convert the variable interest rate on the Company’s $300 million term loan agreement, as amended December 12, 2018 (the “$300 Million Term Loan”) to a fixed, combined interest rate of 2.61% (plus a spread of 125 basis points) through July 26, 2024. 2019 Debt Transactions In May 2019, the Operating Partnership issued $400.0 million aggregate principal amount of 4.125% Senior Notes due 2029 (the “2029 Notes”) at 99.804% of par, the net proceeds of which were used to repay outstanding indebtedness under the Operating Partnership’s senior unsecured credit facility agreement, as F-32 amended December 12, 2018 (the “Unsecured Credit Facility”), and for general corporate purposes. The 2029 Notes bear interest at a rate of 4.125% per annum, payable semi-annually on May 15 and November 15 of each year, commencing November 15, 2019. The 2029 Notes will mature on May 15, 2029. The Operating Partnership may redeem the 2029 Notes prior to maturity at its option, at any time in whole or from time to time in part, at the applicable redemption price specified in the Indenture with respect to the 2029 Notes. If the 2029 Notes are redeemed on or after February 15, 2029 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2029 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. The 2029 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. In August 2019, the Operating Partnership issued $350.0 million aggregate principal amount of 4.125% Senior Notes due 2029 at 106.402% of par, the net proceeds of which were used to repay outstanding indebtedness under the Unsecured Credit Facility and for general corporate purposes. The notes have substantially identical terms as, constitute a further issuance of, and form a single series with, the Operating Partnership’s outstanding 2029 Notes. During the year ended December 31, 2019, the Company repaid $799.0 million of indebtedness under the Unsecured Credit Facility, including $500.0 million of unsecured term loans and $299.0 million of the Operating Partnership’s $1.25 billion revolving credit facility (the “Revolving Facility”), net of borrowings. These repayments were funded primarily with proceeds from the issuance of the 2029 Notes. Additionally, during the year ended December 31, 2019, the Company recognized a $1.6 million loss on extinguishment of debt, net as a result of these transactions. Loss on extinguishment of debt, net includes $1.6 million of accelerated unamortized debt issuance costs. Pursuant to the terms of the Company’s unsecured debt agreements, the Company among other things is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of December 31, 2019. Debt Maturities As of December 31, 2019 and 2018, the Company had accrued interest of $36.9 million and $34.0 million outstanding, respectively. As of December 31, 2019, scheduled maturities of the Company’s outstanding debt obligations were as follows: Year ending December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total debt maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unamortized premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . Total debt obligations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — — 750,000 857,000 807,000 2,468,453 4,882,453 11,289 (32,557) $4,861,185 As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months. F-33 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 loan . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsecured Credit Facility and term loans Total debt obligations, net . . . . . . . . . . . . . . . . December 31, 2019 December 31, 2018 Carrying Amounts $ 7,174 4,205,952 648,059 $4,861,185 Fair Value $ 7,306 4,422,513 658,490 $5,088,309 Carrying Amounts $ 7,217 3,436,014 1,442,632 $4,885,863 Fair Value $ 7,072 3,372,418 1,452,382 $4,831,872 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, interest rate curves, estimated property values, loan amounts and maturity dates. 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. Recurring Fair Value The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within 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: Assets: Marketable securities(1) . . . . . . . Interest rate derivatives . . . . . . . Liabilities: Interest rate derivatives . . . . . . . Fair Value Measurements as of December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Balance Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) $18,054 $ 3,795 $1,459 $ — $ 16,595 $ 3,795 $ — $ — $(13,449) $ — $(13,449) $ — F-34 Fair Value Measurements as of December 31, 2018 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 Liabilities: Interest rate derivatives . . . . . . . . . . . . . . $30,243 $18,630 $1,756 $ — $28,487 $18,630 $ — $ — . . . . . . . $ (2,571) $ — $ (2,571) $ — (1) As of December 31, 2019 and 2018, marketable securities included $0.1 million of net unrealized gains and $0.1 million of net unrealized losses, respectively. As of December 31, 2019, the contractual maturities of the Company’s marketable securities are within the next five years. Non-Recurring Fair Value On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated hold period and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. Fair value is determined by offers from third-party buyers, market comparable data, third party appraisals or by discounted cash flow analyses. The cash flows utilized in such analyses are comprised of unobservable inputs which include forecasted rental revenue and expenses based upon market conditions and future expectations. The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy. The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the years ended December 31, 2019 and 2018, excluding the properties sold prior to December 31, 2019 and 2018, respectively: Fair Value Measurements as of December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Balance Assets: Properties(1)(2) . . . . . . . . . . $23,533 $— $— $23,533 $7,983 Fair Value Measurements as of December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Impairment of Real Estate Assets Balance Assets: Properties(3)(4)(5) . . . . . . . . . $31,725 $— $— $31,725 $16,303 (1) Excludes properties disposed of prior to December 31, 2019. (2) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2019 includes: (i) $9.7 million related to Brice Park; (ii) $9.1 million related to Mohawk Acres Plaza; (iii) $3.4 million related to Lincoln Plaza; and (iv) $1.3 million related to a parcel at Lakes Crossing. (3) Excludes properties disposed of prior to December 31, 2018. (4) The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2018 includes $26.1 million related to Westview Center. F-35 (5) The carrying value of properties remeasured to fair value based upon discounted cash flow analyses during the year ended December 31, 2018 includes: (i) $2.9 million related to Skyway Plaza and (ii) $2.7 million related to Covington Gallery. The capitalization rates (ranging from 9.0% to 9.3%) and discount rates (ranging from 6.0% to 10.4%) utilized in the analyses were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective property. 9. Revenue Recognition The Company engages in the ownership, management, leasing, acquisition, disposition and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers, ATMs, and short-term or seasonal retail (e.g. Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay their proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties. As of December 31, 2019, the fixed contractual lease payments to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below, assuming that no leases are renewed and no renewal options are exercised. The table does not include variable lease payments which may be received under certain leases for the reimbursement of property operating expenses or percentage rents. These variable lease payments are recognized in the period when the applicable expenditures are incurred or, in the case of percentage rents, when the sales data is made available. Year ending December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating Leases $ 835,326 744,581 636,281 535,990 425,705 1,474,131 The Company recognized $7.5 million, $6.6 million and $7.1 million of rental income based on percentage rents for the years ended December 31, 2019, 2018 and 2017, respectively. In connection with the adoption of ASC 842, any receivables that are deemed to be uncollectible are recognized as a reduction to Rental income on the Company’s Consolidated Statements of Operations. Therefore, the Company did not have an estimated allowance associated with the Company’s outstanding rent including rental income recognized on a straight-line basis, expense reimbursements, and other revenue generating receivables as of December 31, 2019. As of December 31, 2018, the estimated allowance associated with the Company’s outstanding rent, expense reimbursements, and other revenue generating receivables included in Receivables, net on the Company’s Consolidated Balance Sheets was $14.1 million. As of December 31, 2019 and 2018, receivables associated with the effects of recognizing rental income on a straight-line basis were $140.2 million and $120.6 million, respectively, net of the estimated allowance of $7.6 million as of December 31, 2018. Minimum Annual Base Rents As Presented Under ASC 840 As of December 31, 2018, the future minimum annual base rents 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 F-36 leases are renewed and no renewal options are exercised. The table does not include any payments which may be received under certain leases for the reimbursement of property operating expenses or percentage rents. Year ending December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating Leases $ 811,381 709,230 599,367 490,087 392,892 1,368,278 10. Leases The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company measures a liability for the present value of future lease payments over the noncancellable period of the lease. As of December 31, 2019 the Company is not including any renewal options or any termination options in its ROU assets, as the exercise of such options is not reasonably certain. Certain agreements require the Company to pay its proportionate share of property operating expenses such as common area expenses, utilities, insurance and real estate taxes. These payments are not included in the calculation of the lease liability and are presented as variable lease costs. The following table presents additional information pertaining to the Company’s operating leases: Supplemental Statements of Operations Information Operating lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Variable lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental Statements of Cash Flows Information Operating cash outflows from operating leases . . . . . . . . . . . . . . . . . . . . ROU assets obtained in exchange for operating lease liabilities . . . . . . . . . Operating Lease Liabilities Future minimum operating lease payments: 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total future minimum operating lease payments . . . . . . . . . . . . . . . . . . . Less: imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2019 $6,838 39 436 $7,313 Year Ended December 31, 2019 $ 6,954 $44,845 As of December 31, 2019 $ 7,036 7,066 7,115 5,611 5,246 25,560 57,634 (12,927) $ 44,707 F-37 Supplemental Balance Sheets Information Operating lease liabilities(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ROU assets(1)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . As of December 31, 2019 $44,707 $39,860 (1) As of December 31, 2019, the weighted average remaining lease term was 10.9 years and the weighted average discount rate was 4.30%. (2) These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. (3) These amounts are included in Other assets on the Company’s Consolidated Balance Sheets. As of December 31, 2019, there were no material leases that have been executed but not yet commenced. Minimum Annual Rental Commitments As Presented Under ASC 840 Minimum annual rental commitments as of and in-place at December 31, 2018 for the Company’s ground and office leases during the next five years and thereafter are as follows: Year ending December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total minimum annual rental commitments . . . . . . . . . . . . . . . . . . . . $ 6,929 6,948 7,157 7,233 5,827 43,876 $77,970 11. Equity and Capital Share Repurchase Program In December 2017, the Board of Directors authorized a share repurchase program (the “Program”) for up to $400.0 million of the Company’s common stock. During the year ended December 31, 2019, the Company repurchased 0.8 million shares of common stock under the Program at an average price per share of $17.43 for a total of $14.6 million, excluding commissions. The Company incurred commissions of less than $0.1 million in conjunction with the Program for the year ended December 31, 2019. During the year ended December 31, 2018, the Company repurchased 6.3 million shares of common stock under the Program at an average price per share of $16.56 for a total of $104.6 million, excluding commissions. The Company incurred commissions of $0.1 million in conjunction with the Program for the year ended December 31, 2018. During the year ended December 31, 2017, the Company repurchased 0.3 million shares of common stock under the Program at an average price per share of $17.94 for a total of $5.9 million, excluding commissions. The Company incurred commissions of less than $0.1 million in conjunction with the Program for the year ended December 31, 2017. The Program expired pursuant to its terms on December 5, 2019. Subsequent to December 31, 2019, the Company established a new share repurchase program. See Note 20 for additional information. Common Stock In connection with the vesting of restricted stock units (“RSUs”) under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations. During the years ended December 31, 2019 and 2018, the Company withheld 0.1 million shares. Non-controlling interests As of December 31, 2019, 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 year ended F-38 December 31, 2017, the Company exchanged 0.4 million shares of the Company’s common stock for an equal number of outstanding OP Units held by certain members of the Parent Company’s current and former management. Dividends and Distributions Because Brixmor Property Group, Inc. is a holding company and has no material assets other than its ownership of BPG Sub, through which it owns the Operating Partnership, and no material operations other than those conducted by the Operating Partnership, distributions are funded as follows: • • • first, the Operating Partnership makes distributions to its partners that are holders of OP Units, including BPG Sub; second, BPG Sub distributes to Brixmor Property Group Inc. its share of such distributions; and third, Brixmor Property Group Inc. distributes the amount authorized by 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, 2019, 2018 and 2017, the Company declared common stock dividends and OP Unit distributions of $1.125 per share/unit, $1.105 per share/unit and $1.055 per share/unit, respectively. As of December 31, 2019 and 2018, the Company had declared but unpaid common stock dividends and OP Unit distributions of $87.2 million and $85.3 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. 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. 12. 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, 2019, 2018 and 2017, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions. Certain tranches are also subject to performance-based or market-based criteria, which contain a threshold, target, and maximum number of units which can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period. Tranches that only have a service-based component can only earn a target number of units. The aggregate number of RSUs granted, assuming that the target level of performance is achieved, was 0.8 million, 0.8 million and 0.6 million for the years ended December 31, 2019, 2018 and 2017, respectively, with vesting periods ranging from one to five years. For the performance-based and service-based RSUs granted, fair value is based on the Company’s grant date stock price. For the market-based RSUs granted during the years ended December 31, 2019, 2018 and 2017, 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 20.0% to 21.0%, 29.0% to 32.0%, and 22.0% to 23.0%, respectively; (ii) a weighted average risk-free interest rate of 2.55%, 2.43% to 2.53%, and 1.20% to 1.41%, respectively; and (iii) the Company’s weighted average common stock dividend yield of 5.6%, 5.6%, and 4.0% to 4.6%, respectively. F-39 Information with respect to RSUs for the years ended December 31, 2019, 2018 and 2017 are as follows (in thousands): Outstanding, December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding, December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding, December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding, December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted Shares 1,015 (343) 633 (69) 1,236 (292) 822 (268) 1,498 (314) 789 (207) 1,766 Aggregate Intrinsic Value $23,080 (7,614) 12,762 (1,254) 26,974 (5,060) 13,016 (4,299) 30,631 (6,592) 15,630 (4,167) $35,502 During the years ended December 31, 2019, 2018 and 2017, the Company recognized $13.6 million, $9.4 million and $10.5 million of equity compensation expense, respectively, of which $0.9 million, $0.0 million and $0.0 million was capitalized, respectively. These amounts are included in General and administrative on the Company’s Consolidated Statements of Operations. As of December 31, 2019, the Company had $16.9 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.2 years. 13. Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing net income attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such stockholders have rights to receive non-forfeitable dividends. Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock. The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the years ended December 31, 2019, 2018 and 2017 (dollars in thousands, except per share data): 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 stockholders for Year Ended December 31, 2019 2018 2017 $274,773 — (649) — $366,284 — (331) — $300,369 (76) (37) (39) basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $274,124 $365,953 $300,217 Weighted average shares outstanding – basic . . . . . . . . . . . . . . . . . . 298,229 302,074 304,834 Basic earnings per share attributable to the Company’s common stockholders: Net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.92 $ 1.21 $ 0.98 F-40 Year Ended December 31, 2019 2018 2017 Computation of Diluted Earnings Per Share: Net income attributable to the Company’s common stockholders for basic earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $274,124 $365,953 $300,217 Allocation of net income to dilutive convertible non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 76 Net income attributable to the Company’s common stockholders for diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $274,124 $365,953 $300,293 Weighted average shares outstanding – basic . . . . . . . . . . . . . . . . . . 298,229 302,074 304,834 Effect of dilutive securities: Conversion of OP Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average shares outstanding – diluted . . . . . . . . . . . . . . . . — 1,105 299,334 — 265 302,339 79 368 305,281 Diluted earnings per share attributable to the Company’s common stockholders: Net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.92 $ 1.21 $ 0.98 14. Earnings per Unit Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common unitholders, including any participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities, as such unitholders have rights to receive non-forfeitable dividends. Fully-diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership’s common units. The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the years ended December 31, 2019, 2018 and 2017 (dollars in thousands, except per unit data): Year Ended December 31, 2019 2018 2017 Computation of Basic Earnings Per Unit: Net income attributable to Brixmor Operating Partnership LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-forfeitable dividends on unvested restricted units . . . . . . . . . . . . . . $274,773 (649) $366,284 (331) $300,369 (37) Net income attributable to the Operating Partnership’s common units for basic earnings per unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $274,124 $365,953 $300,332 Weighted average common units outstanding – basic . . . . . . . . . . . . . . . 298,229 302,074 304,913 Basic earnings per unit attributable to the Operating Partnership’s common units: Net income per unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.92 $ 1.21 $ 0.98 F-41 Year Ended December 31, 2019 2018 2017 Computation of Diluted Earnings Per Unit: Net income attributable to the Operating Partnership’s common units for diluted earnings per unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $274,124 $365,953 $300,332 Weighted average common units outstanding – basic . . . . . . . . . . . . . . . 298,229 302,074 304,913 Effect of dilutive securities: Equity awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,105 265 368 Weighted average common units outstanding – diluted . . . . . . . . . . . . . 299,334 302,339 305,281 Diluted earnings per unit attributable to the Operating Partnership’s common units: Net income per unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.92 $ 1.21 $ 0.98 15. 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 financial condition, operating results or cash flows. As previously disclosed, on August 1, 2019, the Company finalized a settlement with the SEC with respect to matters initially disclosed on February 8, 2016 relating to a review conducted by the Audit Committee of the Company’s Board of Directors into certain accounting matters and the related conduct of certain former Company executives. The final agreement with the SEC provides for, among other things, (i) the Company’s consent to a cease and desist order, without admitting or denying the findings therein, with respect to violations of Sections 10(b) and 13(a) of the Securities Exchange Act of 1934, certain related rules and Rule 100(b) of Regulation G, (ii) the Company’s commitment to engage an independent consultant to assess the Company’s current policies and procedures relating to certain non-GAAP performance measures, and (iii) the payment of a civil penalty of $7.0 million, which the Company accrued during the year ended December 31, 2018 and paid during the year ended December 31, 2019. Also as previously disclosed, these matters were the subject of an investigation by the U.S. Attorney’s Office for the Southern District of New York (“SDNY”). The Company believes that no additional governmental proceedings relating to these matters will be brought against the Company. The Company understands that the SEC and SDNY have announced actions relating to these matters with respect to certain former employees. The Company remains obligated to indemnify these former officers for legal and other professional fees, some of which may be in excess of the Company’s insurance coverage. As previously disclosed, these matters were the subject of civil litigation, which was settled for an aggregate amount that was within the coverage amount of the Company’s applicable insurance policies and was funded into escrow by the insurance carriers. During the year ended December 31, 2019, the remaining settlement balance of $19.5 million was released from escrow. The settlements provided 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 litigation. 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 F-42 formed Incap as part of its overall risk management program 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. An actuarial analysis is performed to estimate future projected claims, related deductibles and projected expenses necessary to fund associated risk management programs. Incap establishes annual premiums based on projections derived from the past loss experience of the Company’s properties. Premiums paid to Incap may be adjusted based on this estimate and may be reimbursed by the Company’s tenants pursuant to specific lease terms. Activity in the reserve for losses for the years ended December 31, 2019 and 2018 is summarized as follows: Balance at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . Incurred related to: Year End December 31, 2019 $12,470 2018 $13,295 Current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total incurred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,480 (470) 3,010 3,833 (1,624) 2,209 Paid related to: Current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (500) (2,635) (3,135) $12,345 (336) (2,698) (3,034) $12,470 Environmental Matters Under various federal, state and local laws, ordinances and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s property or disposed of by the Company or its 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). The Company does not believe that any resulting liability from such matters will have a material impact on the Company’s financial condition, operating results or cash flows. 16. Income Taxes The Parent Company has elected to qualify as a REIT in accordance with the Code. To qualify as a REIT, the Parent Company must meet several organizational and operational requirements, including a requirement that it currently distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. Management intends to satisfy these requirements and maintain the Parent Company’s REIT status. As a REIT, the Parent Company generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code. The Parent Company conducts substantially all of its operations through the Operating Partnership which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the Consolidated Financial Statements of the Company. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, the Company is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable. In addition, taxable income from non-REIT activities managed through TRSs are subject to U.S. federal, state and local income taxes. F-43 The Company incurred income and other taxes of $2.5 million, $2.6 million and $2.4 million for the years ended December 31, 2019, 2018 and 2017. These amounts are included in Other on the Company’s Consolidated Statements of Operations. 17. Related-Party Transactions In the ordinary course of conducting its business, the Company enters into agreements with its affiliates in relation to the management and leasing of its real estate assets, including real estate assets owned through joint ventures. As of December 31, 2019 and 2018, there were no material receivables from or payables to related parties. 18. Retirement Plan The Company has a Retirement and 401(k) Savings Plan (the “Savings Plan”) covering officers and employees of the Company. Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan and the Company makes a matching contribution to the Savings Plan, up to a maximum of 3% of the employee’s eligible compensation. For the years ended December 31, 2019, 2018 and 2017, the Company’s expense for the Savings Plan was $1.2 million, $1.4 million and $1.2 million, respectively. These amounts are included in General and administrative on the Company’s Consolidated Statements of Operations. 19. 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, 2019 and 2018 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, 2019 Total revenues Net income attributable to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $291,139 . . . . . . . . $ 62,900 $291,005 $ 68,960 $292,965 $ 80,854 $293,149 $ 62,059 First Quarter Second Quarter Third Quarter Fourth Quarter Net income attributable to common stockholders per share: Basic(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.21 0.21 $ $ 0.23 0.23 $ $ 0.27 0.27 $ $ 0.21 0.21 Year Ended December 31, 2018 Total revenues Net income attributable to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $317,175 . . . . . . . . $ 61,022 $313,030 $ 80,362 $306,480 $147,346 $297,655 $ 77,554 Net income attributable to common stockholders per share: Basic(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.20 0.20 $ $ 0.27 0.26 $ $ 0.49 0.49 $ $ 0.26 0.26 (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, 2019 and 2018 due to rounding. F-44 Brixmor Operating Partnership LP Year Ended December 31, 2019 Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $291,139 Net income attributable to partnership common units . . . . . . $ 62,900 $291,005 $ 68,960 $292,965 $ 80,854 $293,149 $ 62,059 First Quarter Second Quarter Third Quarter Fourth Quarter Net income attributable to common unitholders per unit: Basic(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.21 0.21 $ $ 0.23 0.23 $ $ 0.27 0.27 $ $ 0.21 0.21 Year Ended December 31, 2018 Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $317,175 Net income attributable to partnership common units . . . . . . $ 61,022 $313,030 $ 80,362 $306,480 $147,346 $297,655 $ 77,554 Net income attributable to common unitholders per unit: Basic(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Diluted(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.20 0.20 $ $ 0.27 0.26 $ $ 0.49 0.49 $ $ 0.26 0.26 (1) The sum of the quarterly basic and diluted earnings per unit may not equal the basic and diluted earnings per unit for the years ended December 31, 2019 and 2018 due to rounding. 20. Subsequent Events In preparing the Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 2019 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from December 31, 2019 through the date the financial statements were issued other than the following: On January 9, 2020, the Company established a new share repurchase program for up to $400.0 million of its common stock. The share repurchase program is scheduled to expire on January 9, 2023, unless extended by the Board of Directors. The share repurchase program replaced the Company’s prior share repurchase program, which expired on December 5, 2019. On January 9, 2020, the Company established an at-the-market equity offering program (“ATM”) through which the Company may sell from time to time up to an aggregate of $400.0 million of its common stock through sales agents over a three year period. The ATM also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. The ATM is scheduled to expire on January 9, 2023, unless earlier terminated or extended by the Company, sales agents, forward sellers and forward purchasers. F-45 BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (in thousands) Additions Deductions Balance at Beginning of Year Charged / (Credited) to Bad Debt Expense Accounts Receivable Written Off Balance at End of Year Allowance for doubtful accounts: Year ended December 31, 2018 . . . . . . . . . . . . . . . . Year ended December 31, 2017 . . . . . . . . . . . . . . . . $17,205 $16,756 $10,082 $ 5,323 $(5,563) $21,724 $(4,874) $17,205 F-46 r e v o e f i L h c i h W – d e t a i c e r p e D t s e t a L e m o c n I t n e m e t a t S s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 d e i r r a C h c i h W t a t n u o m A s s o r G d o i r e P e h t f o e s o l C e h t t a y n a p m o C o t t s o C l a i t i n I e t a D d e r i u q c A r a e Y ) 1 ( d e t c u r t s n o C d e t a l u m u c c A n o i t a i c e r p e D l a t o T & g n i d l i u B s t n e m e v o r p m I d n a L o t t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L s e c n a r b m u c n E n o i t p i r c s e D S E I R A I D I S B U S D N A . 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0 2 4 0 0 2 4 0 0 2 3 9 9 1 ) 2 5 8 , 5 1 ( ) 3 6 8 , 5 ( ) 4 3 6 , 2 1 ( ) 5 4 6 , 6 ( ) 3 7 1 , 3 ( ) 6 9 7 , 3 ( ) 0 9 5 , 4 ( ) 3 4 7 , 4 ( ) 7 2 1 , 5 ( ) 7 3 2 , 2 1 ( ) 0 1 5 , 8 ( ) 8 9 3 , 4 ( ) 2 2 4 , 4 1 ( ) 1 3 8 , 4 ( ) 8 5 0 , 8 ( ) 2 8 4 , 7 ( ) 0 8 6 ( ) 9 2 8 , 7 1 ( ) 5 1 1 , 2 1 ( ) 6 0 3 , 9 ( ) 7 9 6 , 1 2 ( ) 9 4 9 , 6 ( ) 0 6 9 , 6 ( ) 6 5 2 , 1 1 ( ) 3 0 2 , 7 ( ) 6 2 3 , 8 ( ) 0 6 4 , 2 ( ) 2 5 7 , 2 ( ) 1 9 7 , 4 2 ( ) 6 1 3 , 4 ( ) 6 0 6 , 6 1 ( ) 1 4 9 , 5 ( ) 5 4 9 , 2 ( ) 5 5 4 ( ) 9 7 6 , 2 1 ( ) 9 2 8 , 3 1 ( ) 3 0 4 , 8 ( ) 4 5 7 , 0 1 ( ) 5 7 8 , 2 ( ) 8 5 7 , 3 1 ( ) 3 5 6 , 2 ( ) 9 7 8 , 8 ( ) 3 7 8 , 5 ( $ 8 0 6 , 0 6 8 8 5 , 5 2 0 7 9 , 3 4 8 0 9 , 6 2 4 3 3 , 5 1 3 4 2 , 1 3 9 9 3 , 2 2 5 0 7 , 7 1 9 2 6 , 3 4 2 7 1 , 2 4 1 9 1 , 6 2 4 1 3 , 6 1 5 8 2 , 3 5 9 6 7 , 4 2 4 5 7 , 3 2 7 5 6 , 1 3 0 7 5 , 5 9 8 1 8 , 9 5 6 7 9 , 7 4 2 9 0 , 7 1 7 5 1 , 0 4 9 4 7 , 3 3 7 6 8 , 2 4 9 0 4 , 2 2 4 7 5 , 7 2 1 8 9 , 1 1 2 7 0 , 3 3 9 5 2 , 3 1 1 7 0 7 , 2 0 1 4 3 0 , 9 2 2 0 , 5 8 9 4 0 , 5 1 6 1 0 , 4 1 0 0 6 , 8 1 9 5 2 , 0 5 8 4 9 , 6 5 5 4 0 , 0 3 7 6 6 , 2 3 2 0 0 , 2 1 0 7 3 , 5 5 5 7 5 , 6 8 0 8 , 7 2 5 1 0 , 4 2 $ 8 4 1 , 3 5 8 4 4 , 2 2 8 6 4 , 9 3 8 9 4 , 1 2 9 6 8 , 2 1 5 6 4 , 6 2 9 2 1 , 8 1 5 2 4 , 3 1 9 9 3 , 2 3 2 3 2 , 6 3 1 2 5 , 1 2 4 7 1 , 4 1 5 2 9 , 9 3 9 8 5 , 9 1 4 0 7 , 6 1 7 5 1 , 1 2 1 5 9 , 5 7 8 4 1 , 4 4 6 2 2 , 2 3 5 8 4 , 7 9 8 3 , 8 9 6 5 0 , 5 2 7 2 0 , 4 2 7 8 8 , 2 3 9 8 8 , 8 1 4 2 8 , 3 2 2 9 3 , 8 1 2 0 , 4 2 0 6 7 , 9 8 4 7 8 , 7 6 4 3 , 1 7 9 3 1 , 1 1 6 2 9 , 0 1 5 4 8 , 1 1 9 6 1 , 3 4 8 0 9 , 0 5 5 4 4 , 6 2 7 3 9 , 9 2 2 0 9 , 7 5 1 3 , 5 0 7 1 , 7 4 8 8 8 , 3 2 5 8 5 , 8 1 $ 0 6 4 , 7 0 4 1 , 3 2 0 5 , 4 0 1 4 , 5 5 6 4 , 2 8 7 7 , 4 0 7 2 , 4 0 8 2 , 4 0 4 9 , 5 0 7 6 , 4 0 4 1 , 2 0 3 2 , 1 1 0 6 3 , 3 1 0 8 1 , 5 0 5 0 , 7 0 0 5 , 0 1 9 1 6 , 9 1 0 7 6 , 5 1 0 5 7 , 5 1 7 0 6 , 9 0 7 8 , 4 1 1 0 1 , 5 1 2 2 7 , 9 0 8 9 , 9 0 2 5 , 3 0 5 7 , 3 9 8 5 , 3 1 5 0 , 9 7 4 9 , 2 1 0 6 1 , 1 6 7 6 , 3 1 0 1 9 , 3 0 9 0 , 3 5 5 7 , 6 0 9 0 , 7 0 4 0 , 6 0 0 6 , 3 0 3 7 , 2 0 0 1 , 4 0 0 2 , 8 0 6 2 , 1 0 2 9 , 3 0 3 4 , 5 3 1 1 , 5 2 8 1 , 5 1 7 9 5 , 2 4 9 2 0 6 4 , 2 9 9 5 , 4 1 1 9 9 5 0 2 , 1 7 4 3 , 2 6 0 0 , 6 5 8 8 , 3 9 8 3 , 7 7 3 0 , 6 5 4 8 4 1 9 , 1 2 6 8 , 5 1 6 1 0 , 6 3 0 5 , 2 4 2 0 , 2 1 1 7 , 7 2 6 7 1 , 8 6 9 4 , 3 4 7 7 , 2 3 1 1 , 1 7 6 9 , 1 ) 1 9 2 ( 5 9 8 3 4 7 , 3 2 6 9 4 0 8 7 , 6 1 4 7 0 , 2 3 9 7 , 4 4 2 1 8 1 6 , 7 5 4 1 , 0 1 2 5 9 , 3 6 1 1 , 2 3 9 1 ) 6 9 4 ( 9 4 5 3 8 6 2 6 , 2 $ 3 6 0 , 0 2 $ 5 8 0 , 3 3 5 3 3 , 7 1 8 8 7 , 4 2 1 0 9 , 8 1 5 7 5 , 2 1 4 5 1 , 2 1 9 6 6 , 5 1 4 3 4 , 2 1 3 9 1 , 1 3 5 8 8 , 3 3 5 1 5 , 5 1 9 8 2 , 0 1 6 3 5 , 2 3 2 5 5 , 3 1 9 5 8 , 5 1 3 4 2 , 9 1 9 8 0 , 0 6 2 3 1 , 8 3 3 2 7 , 9 2 1 6 4 , 5 8 7 6 , 0 7 1 9 4 , 0 2 3 4 1 , 1 2 3 1 1 , 0 3 6 7 7 , 7 1 7 5 8 , 1 2 3 8 6 , 8 6 2 1 , 3 2 4 8 0 , 7 6 8 7 3 , 7 6 6 5 , 4 5 5 6 0 , 9 3 3 1 , 6 1 2 7 , 1 1 1 5 5 , 5 3 3 6 7 , 0 4 3 4 5 , 2 2 1 2 8 , 7 2 9 0 7 , 7 0 8 4 , 4 6 6 6 , 7 4 9 3 8 , 3 2 9 5 9 , 5 1 $ 0 6 4 , 7 0 4 1 , 3 0 0 0 , 4 0 1 4 , 5 5 6 4 , 2 0 9 4 , 4 0 7 2 , 4 0 8 2 , 4 0 4 9 , 5 0 7 6 , 4 0 4 1 , 2 1 3 2 , 1 1 0 6 3 , 3 1 0 8 1 , 5 0 5 0 , 7 0 0 5 , 0 1 9 1 6 , 9 1 0 7 6 , 5 1 0 5 7 , 5 1 7 0 6 , 9 0 7 8 , 4 1 0 9 4 , 1 1 0 1 1 , 9 0 8 9 , 9 0 2 5 , 3 0 5 7 , 3 9 8 5 , 3 1 5 0 , 9 0 8 8 , 1 1 0 6 1 , 1 6 7 6 , 3 1 0 1 9 , 3 0 9 0 , 3 5 5 7 , 6 0 9 0 , 7 0 4 0 , 6 0 5 5 , 3 0 3 7 , 2 0 0 1 , 4 0 0 2 , 8 0 6 2 , 1 0 2 9 , 3 0 3 4 , 5 $ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ A C , d l e i f s r e k a B A C , o l l i r a m a C A C , l a r d e h t a C A C , y h a d u C A C , s i v a D L A , e l i b o M Z A , n o s c u T A C , c o p m o L A C , o t s e d o M A C , o n s e r F A C , o l l e b e t n o M A C , n o t n a s a e l P A C , n o t n a s a e l P A C , a t e i r r u M A C i , a m o c a P A C , s t h g i e H d n a l w o R A C , e t n e m e l C n a S A C , e t n e m e l C n a S A C , s g n i r p S e F a t n a S A C , a l u a P a t n a S A C , a l u c e m e T A C , e c n a r r o T A C , o g e i D n a S A C i , s a m D n a S A C , a n A a t n a S A C , d n a l p U A C , o j e l l a V O C , a d a v r A O C , a r o r u A O C , a r o r u A O C , r e v n e D O C , d o o w e l g n E O C , r o i r e p u S O C , r e t s n m i t s e W T C , y r u b n o t s a l G T C , r e t s e h c n a M T C , n e d i r e M T C , n e d m a H T C , n o t o r G A C A C , i o d d n o c s E , i o d d n o c s E T C , n e v a H h t r o N T C , n o t g n w e N i . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e l a d g n i r p S e r t n e C l l a m h t r o N a z a l P d l e i f s r e k a B . . . . . . . . i a t s i V o R a z a l P a z a l P n e m r a C a z a l P y h a d u C l l a M y t i s r e v i n U . a z a l P a t i c i l e F r e t n e C n w o T a t i c i l e F e r i a F y a w d a o r B - r o b r A . . . . . . . . . . r e t n e C c o p m o L a z a l P e r o m s g g i r B a z a l P o l l e b e t n o M r e t n e C s k a O a i n r o f i l a C . . . . . . . . . . . . r e t n e C a m o c a P i . . . . 0 8 5 o r t e M n o i l i v a P e s o R r e t n e C n w o T s l l i H e t n e u P . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P w e i V n a e c O a e S e h T y B a z a l P a s e M a r i M t a e g a l l i V . . . . . . . a z a l P s a m D n a S i . . . a z a l P l o t s i r B a z a l P y a w e t a G r e t n e C a l u a P a t n a S r e t n e C h c n a R l i a V . r e t n e C g n p p o h S s l l i i H y r t n u o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e r a u q S n w o T d n a l p U o j e l l a V - a z a l P y a w e t a G . . . . . . . . . . . a z a l P a d a v r A s g n i s s o r C e o h a p a r A . . . . . . . a z a l P a r o r u A o c a n o M a l l i V r e t n e C g n p p o h S i l a i n n e t n e C . . . . . . . . . . . . . . . . e c a l p t e k r a M r o i r e p u S r e t n e C y t i C r e t s n m i t s e W n u R x o F t a s e p p o h S e h T . . . . . . . . . . . . e r a u q S n o t o r G a z a l P y a w k r a P n o i t c e l l o C r e t s e h c n a M e h T . . . . . . . . . . a z a l P n i a l r e b m a h C . . . a z a l P e k p n r u T i g n i s s o r C n e v a H h t r o N F-47 r e v o e f i L h c i h W – d e t a i c e r p e D t s e t a L e m o c n I t n e m e t a t S s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 d e i r r a C h c i h W t a t n u o m A s s o r G d o i r e P e h t f o e s o l C e h t t a y n a p m o C o t t s o C l a i t i n I e t a D d e r i u q c A r a e Y ) 1 ( d e t c u r t s n o C d e t a l u m u c c A n o i t a i c e r p e D l a t o T & g n i d l i u B s t n e m e v o r p m I d n a L o t t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L s e c n a r b m u c n E n o i t p i r c s e D 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 3 1 - t c O 3 1 - t c O 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 3 1 - t c O 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 6 9 9 1 4 8 9 1 4 9 9 1 0 0 0 2 4 0 0 2 9 8 9 1 8 0 0 2 3 7 9 1 5 0 0 2 6 0 0 2 3 9 9 1 4 0 0 2 6 9 9 1 5 8 9 1 8 1 0 2 2 0 0 2 2 9 9 1 8 9 9 1 7 0 0 2 6 9 9 1 5 9 9 1 3 1 0 2 8 1 0 2 2 9 9 1 6 0 0 2 6 8 9 1 2 0 0 2 8 9 9 1 7 9 9 1 6 9 9 1 7 8 9 1 5 9 9 1 9 8 9 1 1 9 9 1 0 9 9 1 9 9 9 1 5 0 0 2 8 1 0 2 2 7 9 1 8 0 0 2 4 6 9 1 3 0 0 2 0 9 9 1 2 0 0 2 2 0 0 2 8 9 9 1 0 0 0 2 9 8 9 1 ) 8 9 4 , 5 ( ) 8 3 3 , 5 ( ) 6 6 2 , 5 ( ) 2 3 9 , 6 ( ) 3 4 6 , 5 ( ) 6 9 3 , 5 1 ( ) 2 0 9 , 3 1 ( ) 7 8 4 , 5 1 ( ) 3 1 7 , 8 ( ) 1 0 3 , 3 ( ) 8 3 7 , 2 ( ) 5 5 6 , 5 ( ) 1 9 7 , 2 ( ) 2 5 2 , 5 ( ) 5 7 2 , 2 ( ) 3 3 8 , 3 ( ) 9 9 4 , 5 ( ) 9 0 9 , 5 ( ) 8 9 9 , 4 ( ) 6 4 9 , 3 ( ) 0 2 7 , 9 ( ) 9 3 2 , 8 ( ) 7 5 9 , 2 ( ) 3 1 8 , 1 ( ) 5 2 6 , 7 ( ) 4 6 7 , 3 ( ) 5 8 0 , 2 ( ) 6 8 8 , 0 1 ( ) 0 7 5 , 1 2 ( ) 1 6 1 , 2 ( ) 8 8 3 , 7 ( ) 9 2 2 , 2 ( ) 3 4 5 , 3 ( ) 7 6 3 , 6 ( ) 1 7 6 , 2 ( ) 7 5 6 , 1 ( ) 3 5 4 , 1 ( ) 6 2 7 , 3 ( ) 7 8 8 , 4 ( ) 5 7 7 , 3 ( ) 9 7 5 , 2 ( ) 2 7 1 , 4 ( ) 4 5 3 , 3 ( ) 2 7 3 , 1 ( ) 4 6 3 , 4 ( ) 4 5 4 , 4 ( ) 1 7 1 , 4 ( ) 1 3 7 , 1 1 ( $ 1 3 2 , 2 2 8 7 4 , 4 2 3 3 6 , 8 1 0 3 4 , 4 2 6 1 5 , 5 5 2 3 1 , 3 2 8 2 7 , 9 4 1 9 9 , 3 7 8 3 8 , 7 3 2 6 8 , 5 1 9 2 3 , 7 1 8 8 7 , 7 1 0 9 5 , 8 8 7 8 , 4 2 4 2 8 , 6 1 2 7 4 , 3 2 5 5 6 , 4 2 2 5 5 , 5 3 2 9 2 , 7 4 0 9 8 , 5 2 9 5 5 , 8 1 4 6 2 , 0 4 6 6 2 , 4 4 6 4 5 , 3 1 8 2 6 , 8 0 0 8 , 6 2 4 4 2 , 6 1 4 1 1 , 2 1 9 2 2 , 2 9 4 2 8 , 1 1 8 9 6 , 5 3 4 8 4 , 3 1 5 2 2 , 6 2 3 1 0 , 7 2 1 2 9 , 0 1 9 3 1 , 0 1 9 0 6 , 8 2 1 0 , 4 3 9 6 4 , 1 2 7 6 7 , 5 1 0 4 4 , 8 1 4 1 7 , 4 4 8 7 8 , 6 2 9 9 0 , 3 1 3 4 6 , 3 5 1 6 , 7 1 9 1 7 , 6 1 6 4 8 , 8 1 $ 1 6 3 , 7 1 8 1 6 , 8 1 3 5 4 , 6 1 0 0 4 , 9 1 6 2 5 , 0 5 2 3 0 , 0 2 8 8 8 , 0 4 1 9 6 , 8 5 8 3 4 , 0 3 2 1 8 , 2 1 9 2 8 , 3 1 8 0 3 , 3 1 0 6 6 , 6 8 3 6 , 8 1 4 4 2 , 3 1 2 4 5 , 5 1 5 8 3 , 6 1 7 1 3 , 8 2 2 4 8 , 7 3 4 1 0 , 7 1 4 2 8 , 3 1 4 6 0 , 1 3 1 2 0 , 7 3 3 4 2 , 0 1 8 5 5 , 6 0 7 5 , 2 2 1 8 0 , 3 1 5 2 5 , 8 9 0 1 , 6 8 4 6 1 , 0 1 9 7 3 , 0 3 4 6 3 , 0 1 5 3 5 , 0 2 4 1 9 , 2 2 1 7 4 , 7 8 3 3 , 7 9 0 9 , 5 9 9 9 , 9 2 9 7 2 , 6 1 7 3 1 , 3 1 0 7 5 , 4 1 4 0 0 , 7 3 6 9 9 , 6 1 9 1 2 , 9 6 6 6 , 2 5 2 9 , 1 1 9 4 9 , 4 1 0 9 9 , 0 1 $ 0 7 8 , 4 0 6 8 , 5 0 8 1 , 2 0 3 0 , 5 0 9 9 , 4 0 0 1 , 3 0 4 8 , 8 0 0 3 , 5 1 $ 0 0 4 , 7 0 5 0 , 3 0 0 5 , 3 0 8 4 , 4 0 3 9 , 1 0 4 2 , 6 0 8 5 , 3 0 3 9 , 7 0 7 2 , 8 5 3 2 , 7 0 5 4 , 9 6 7 8 , 8 5 3 7 , 4 0 0 2 , 9 5 4 2 , 7 3 0 3 , 3 0 7 0 , 2 0 3 2 , 4 3 6 1 , 3 9 8 5 , 3 0 2 1 , 6 0 6 6 , 1 9 1 3 , 5 0 2 1 , 3 0 9 6 , 5 9 9 0 , 4 0 5 4 , 3 1 0 8 , 2 0 0 7 , 2 3 1 0 , 4 0 9 1 , 5 0 3 6 , 2 0 7 8 , 3 0 1 7 , 7 2 8 8 , 9 0 8 8 , 3 7 7 9 0 9 6 , 5 0 7 7 , 1 6 5 8 , 7 8 1 8 , 2 2 9 8 , 6 1 4 6 , 3 5 2 3 , 2 9 8 6 , 6 4 3 6 , 2 8 8 9 , 7 6 7 0 , 6 7 1 8 , 5 1 4 9 , 4 4 7 0 , 5 4 6 7 6 7 2 , 1 4 9 8 , 4 6 4 1 , 6 5 6 0 , 2 5 4 6 , 1 1 4 9 , 1 5 1 6 , 3 4 0 9 , 2 8 9 4 , 1 1 5 5 , 0 1 6 8 8 , 5 2 2 4 5 8 2 1 , 1 4 6 7 , 2 7 2 9 4 3 6 , 2 5 5 9 , 2 3 5 1 4 1 9 0 , 2 4 9 2 , 3 9 8 5 7 1 3 , 1 0 6 5 , 1 1 9 2 4 5 6 9 3 3 0 , 3 1 3 0 8 , 3 0 4 4 , 2 6 3 6 , 6 1 8 7 , 3 5 8 3 , 1 8 2 1 , 1 ) 8 4 4 , 3 ( 4 3 1 , 2 6 4 4 , 2 3 7 6 , 1 $ 3 4 5 , 4 1 6 2 7 , 1 1 2 1 8 , 2 1 5 7 0 , 7 1 7 3 8 , 3 4 8 9 3 , 7 1 0 0 9 , 2 3 5 1 6 , 2 5 1 2 6 , 4 2 1 7 8 , 7 5 5 7 , 8 4 8 3 , 5 4 4 5 , 2 1 4 4 7 , 3 1 8 9 0 , 7 7 7 4 , 3 1 0 4 7 , 4 1 6 7 3 , 6 2 7 2 2 , 4 3 0 1 1 , 4 1 6 2 3 , 2 1 3 1 5 , 0 2 0 3 6 , 3 1 1 0 7 , 9 0 3 4 , 5 6 0 8 , 9 1 4 5 1 , 2 1 1 9 8 , 5 4 5 1 , 3 5 9 4 7 , 9 8 8 2 , 8 2 0 7 0 , 7 5 7 9 , 8 5 2 3 , 2 2 4 5 1 , 6 9 0 9 , 6 4 4 9 , 4 6 6 9 , 6 1 6 7 4 , 2 1 7 9 6 , 0 1 4 3 9 , 7 3 2 2 , 3 3 1 1 6 , 5 1 1 9 0 , 8 1 9 8 , 4 1 9 7 , 9 7 1 3 , 9 3 0 5 , 2 1 $ 0 7 8 , 4 0 6 8 , 5 0 8 1 , 2 0 3 0 , 5 0 9 9 , 4 0 0 1 , 3 0 4 8 , 8 0 0 3 , 5 1 $ 0 0 4 , 7 0 5 0 , 3 0 0 5 , 3 0 8 4 , 4 0 3 9 , 1 0 4 2 , 6 0 8 5 , 3 0 3 9 , 7 0 7 2 , 8 5 3 2 , 7 0 5 4 , 9 6 7 8 , 8 5 3 7 , 4 0 0 2 , 9 0 5 7 , 4 3 0 3 , 3 0 7 0 , 2 0 3 2 , 4 3 6 1 , 3 9 8 5 , 3 0 2 1 , 6 0 6 6 , 1 9 1 3 , 5 0 2 1 , 3 0 9 6 , 5 9 9 0 , 4 0 5 4 , 3 1 0 8 , 2 0 0 7 , 2 3 1 0 , 4 0 9 1 , 5 0 3 6 , 2 0 7 8 , 3 0 1 7 , 7 2 8 8 , 9 0 8 8 , 3 0 0 2 , 2 0 9 6 , 5 0 7 7 , 1 6 5 8 , 7 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ T C , n o t g n i r r o T T C , y r u b r e t a W T C , d r o f r e t a W T C , d r o f t a r t S T C , e g n a r O E D , r e v o D L F , e l l i v s k o o r B L F , r e t a w r a e l C L F , k e e r C t u n o c o C L F , h c a e B d l e i f r e e D L F , d n a L e D L F , h c a e B n o t l a W . t F L F i , t n o P e s u o h t h g i L L F , d n a l s I o c r a M L F , e l l i v n o s k c a J L F , e l l i v n o s k c a J L F , e e m m i s s i K L F , h t r o W e k a L L F L F , i m a i M , i m a i M L F , s e l p a N L F , s e l p a N L F , s e l p a N L F , e l a d r e d u a L h t r o N L F , y e h c i R t r o P w e N L F , y t i C a m a n a P L F , y t i C a m a n a P L F , e i c u L . t S t r o P L F , e i c u L . t S t r o P L F , w e i v r e v i R L F L F , y t i C m l a P , y t i C m l a P L F , h c a e B m l a P l a y o R L F , h c a e B e t i l l e t a S L F , e n i t s u g u A L F , h c a e B e t e P L F L F L F , g r u b s r e t e P , g r u b s r e t e P , g r u b s r e t e P . t S . t S . t S . t S . t S L F , e l o n m e S i L F , a t o s a r a S L F , a t o s a r a S L F , e s i r n u S L F , t r a u t S L F L F L F L F , o d n a l r O , o d n a l r O , o d n a l r O , o d n a l r O . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P e e r T s a m t s i r h C . . . . . . . . . e r a u q S d r o f t a r t S a z a l P n o t g n i r r o T a z a l P y r u b r e t a W s n o m m o C d r o f r e t a W . r e t n e C r e v o D h t r o N i g n d n a L l a t s a o C - y a W l a t s a o C . . . . . . . . . . . . . l l a M r e t a w r a e l C a z a l P k e e r C t u n o c o C i r e t n e C g n p p o h S a z a l P y r u t n e C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P n u S e r a u q S y d n a m r o N i r e t n e C g n p p o h S e t a g h t r o N i r e t n e C g n p p o h S k r a P y c n e g e R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s n w o D a r u t n e V e f f i l c y W t a e c a l p t e k r a M i r t C g n p p o h S e l s I n a i t e n e V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r e t n e C n w o T o c r a M t e e r t S d r 3 6 1 t a l l a M s e k a L m l a P t a s p o h S . . . . . . . e r a u q S m o d e e r F . . a z a l P s e l p a N a z a l P e r o h S k r a P . e c a l P a e s l e h C t s e W a z a l P l a i t n e d i s e r P F-48 . . . . e c a l p t e k r a M l a i n o o C l . . a z a l P k e e r C s ’ r e t n u H . g n i s s o r C y a w n o C . . o d n a l r O e t n o P i r e t n e C e g a l l i V s n w o D n i t r a M r e t n e C n w o T s n w o D n i t r a M . . . . . . . . . . . . . . . . . . . . . . . . . . . . . n o i t a t S t e e r t S d r 3 2 e r a u q S y t i C a m a n a P . . a z a l P t r o P t s a E e r a u q S a i r o t c i V f o s e p p o h S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s e l r a h C . t S e k a L e g a l l i V e n o t s e l b b o C s e p p o h S e g a l l i V a v e n e B . . . . . . . . . . . . . . . . . . . . . . . . . e g a l l i V a t o s a r a S . . a z a l P e l o n m e S i a z a l P c i t n a l t A e g a l l i V e n o t s e l b b o C . . . . . . . . . e g a l l i i V n h p o D l . . a z a l P d n a l t u R a z a l P y a w y k S s n e d r a G e n o r y T x i l b u P n w o t n w o D r e t n e C n w o T e s i r n u S r e v o e f i L h c i h W – d e t a i c e r p e D t s e t a L e m o c n I t n e m e t a t S s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 d e i r r a C h c i h W t a t n u o m A s s o r G d o i r e P e h t f o e s o l C e h t t a y n a p m o C o t t s o C l a i t i n I e t a D d e r i u q c A r a e Y ) 1 ( d e t c u r t s n o C d e t a l u m u c c A n o i t a i c e r p e D l a t o T & g n i d l i u B s t n e m e v o r p m I d n a L o t t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L s e c n a r b m u c n E n o i t p i r c s e D 3 1 - t c O 3 1 - t c O 1 1 - n u J 3 1 - t c O 3 1 - t c O 7 1 - v o N 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 2 0 0 2 6 9 9 1 3 0 0 2 9 9 9 1 0 0 0 2 9 8 9 1 5 9 9 1 3 9 9 1 2 5 9 1 6 0 0 2 5 8 9 1 2 0 0 2 4 9 9 1 1 0 0 2 2 0 0 2 0 0 0 2 2 0 0 2 1 0 0 2 4 9 9 1 6 8 9 1 4 0 0 2 5 9 9 1 6 0 0 2 2 9 9 1 3 0 0 2 4 9 9 1 9 5 9 1 2 8 9 1 4 0 0 2 6 9 9 1 0 9 9 1 8 8 9 1 7 0 0 2 8 0 0 2 6 0 0 2 5 8 9 1 9 7 9 1 9 7 9 1 9 9 9 1 0 0 0 2 6 0 0 2 8 9 9 1 2 9 9 1 7 8 9 1 8 9 9 1 0 0 0 2 6 0 0 2 7 9 9 1 ) 3 7 7 , 4 ( ) 8 9 2 , 3 ( ) 0 6 6 , 6 ( ) 1 4 0 , 3 ( ) 8 8 9 , 1 ( ) 4 1 4 , 3 ( ) 7 4 2 , 1 ( ) 5 3 8 , 9 ( ) 6 0 3 , 1 1 ( $ ) 6 6 3 , 2 ( ) 2 6 7 , 1 ( ) 5 6 6 , 3 ( ) 0 0 9 , 1 ( ) 9 9 3 , 5 ( ) 7 9 7 , 2 ( ) 3 9 0 , 3 ( ) 7 7 1 , 4 ( ) 7 4 1 , 2 ( ) 8 3 3 , 2 ( ) 6 9 9 ( ) 9 1 4 , 1 ( ) 6 9 7 , 5 ( ) 4 8 7 , 5 ( ) 8 3 5 , 6 ( ) 4 5 2 , 4 ( ) 5 0 2 , 3 ( ) 4 3 6 , 2 ( ) 2 7 2 , 1 ( ) 9 6 3 , 3 ( ) 1 7 1 , 5 ( ) 9 2 0 , 2 ( ) 1 5 7 , 3 ( ) 6 0 4 , 4 ( ) 2 5 8 , 7 ( ) 1 6 4 , 8 ( ) 1 6 5 , 2 ( ) 1 2 3 , 4 ( ) 7 6 9 , 4 ( ) 1 1 6 , 7 ( ) 8 0 6 , 6 ( ) 8 4 3 , 8 ( ) 0 5 3 , 6 1 ( ) 8 8 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2 7 , 3 0 8 8 , 5 0 1 3 , 4 0 1 0 , 7 0 6 6 , 3 0 1 0 , 3 0 6 6 0 8 7 , 5 0 3 4 , 3 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ L F , s g n i r p S n o p r a T L F L F , a p m a T , a p m a T A G , a t t e r a h p A l A G , a t n a l t A A G , a t s u g u A A G , l l e t s u A A G , n w o t r a d e C A G , n o t l e s a r B A G , n o t g n i v o C A G i , g n m m u C A G , n o t l a D A G , s r e y n o C A G , e l e d r o C A G , e l l i v s a l g u o D A G , e l l i v s a l g u o D A G , n i l b u D L F L F L F , e c i n e V , e c i n e V , e c i n e V A G , y n a b A l A G , e l l i v e c n e r w a L A G , e l l i v e t t e y a F A G , w a s e n n e K A G , n o t e l b a M A G , n o t e l b a M A G , a t t e i r a M A G , a t t e i r a M A G , a t t e i r a M A G , x e R A G , e g d i r b k c o t S A G , h a n n a v a S A G , l l e w s o R A G , d n a l s I n o t g n m i l i W A G , n i a t n u o M e n o t S L I L I , s t h g i e H n o t g n i l r A , s t h g i e H n o t g n i l r A A I A I , s e n o M i s e D , s e n o M i s e D L I i , e g d R o g a c i h C L I , w e i v e g d i r B L I , e k a L l a t s y r C L I , d o o w t s e r C A G , h t u u D l L I , e g a l l i V e v o r G k E l L I , e l l i v y t r e b L i L I , t r o p e e r F L I , r e e d l i K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r e t n e C d o o w l l o r r a C . . . . . . a z a l P s s o R n o p r a T t a s e p p o h S . . . a z a l P e c i n e V i r e t n e C g n p p o h S e c i n e V . . . . . . . . . . . . . . . . . . . . . e g a l l i V e c i n e V . a z a l P y n a b A l g n i s s o r C l l e s n a M a z a l P t s a e h t r o N a z a l P t s e W a t s u g u A . e g a l l i V r e t a w t e e w S n a l E u a e t a h C t a s d r a y e n V i . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P r a d e C a z a l P s r e y n o C e r a u q S e l e d r o C n o i t a t S d a o R m e l a S s n o m m o C e g d i r B h t i e K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e d i s h t r o N n o i t a t S y b s o C . . . . a z a l P k r a P . e t a g t s e W i e t n o P e r u t n e V n o i t a t S s k n a B . e c a l P t t e r r a B t s e r c t n u H f o s p o h S . . k l a W n o t e l b a M n o t e l b a M t a e g a l l i V e h T . . . s r e n r o C n i a t s a h C w e N e k a l t s a E t a s l l a h s r a M . . e k a l t s a E t a s n o i l i v a P e g a l l i V d o o w k e e r C g n i s s o r C e g d i r B b m o c l o H . . . . . . . . . e r a u q S y r o t c i V e g a l l i V e g d i r b k c o t S l a v i t s e F n i a t n u o M e n o t S F-49 . . . . . . . . . . . . . . . . . . . . l l a M t e k r a m y a H e r a u q S t e k r a m y a H d n a l s I n o t g n m i l i W n o t g n i l r A f o x e n n A . . . . . . a z a l P e g d R i a z a l P d l e i f h t u o S i e g d R o g a c i h C f o s n o m m o C i r e t n e C g n p p o h S t s e r c r e v i R e k a L l a t s y r C f o s n o m m o C e h T . . . . . . . . . . . . . . . . r e t n e C n w o T e v o r G k E l . . . . . a z a l P t r o p e e r F n o i t c e l l o C n i t n e u Q e h T . . . e r a u q S d l e i f r e t t u B r e v o e f i L h c i h W – d e t a i c e r p e D t s e t a L e m o c n I t n e m e t a t S s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 e t a D d e r i u q c A r a e Y ) 1 ( d e t c u r t s n o C d e t a l u m u c c A n o i t a i c e r p e D l a t o T & g n i d l i u B s t n e m e v o r p m I 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 5 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 7 1 - r a M 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 8 1 0 2 7 9 9 1 2 9 9 1 8 9 9 1 3 7 9 1 0 9 9 1 4 6 9 1 2 0 0 2 4 9 9 1 8 6 9 1 8 1 0 2 8 1 0 2 7 8 9 1 3 1 0 2 2 9 9 1 4 1 0 2 9 5 9 1 4 9 9 1 2 0 0 2 7 9 9 1 8 8 9 1 0 7 9 1 1 9 9 1 0 6 9 1 2 9 9 1 0 0 0 2 0 0 0 2 4 9 9 1 8 6 9 1 5 0 0 2 4 9 9 1 6 9 9 1 7 6 9 1 5 0 0 2 6 8 9 1 7 9 9 1 8 5 9 1 0 0 0 2 8 1 0 2 5 0 0 2 6 8 9 1 6 9 9 1 3 8 9 1 5 8 9 1 8 0 0 2 2 9 9 1 ) 4 8 4 , 5 ( ) 9 6 9 , 5 ( ) 8 1 5 , 1 2 ( ) 8 2 6 , 9 ( ) 9 5 0 , 7 ( ) 1 3 5 , 3 ( ) 6 9 3 , 5 ( ) 4 5 7 , 6 ( ) 2 2 2 , 6 ( ) 0 3 4 , 2 ( ) 6 0 7 , 4 ( ) 2 3 4 , 5 ( ) 7 8 7 , 5 ( ) 7 7 4 , 1 ( ) 9 4 4 , 7 1 ( ) 7 3 0 , 9 1 ( ) 6 4 6 , 6 ( ) 2 8 5 , 2 ( ) 4 0 9 , 6 ( ) 8 8 7 , 3 ( ) 9 2 8 , 6 ( ) 3 2 6 , 1 ( ) 3 6 9 , 1 ( ) 9 3 2 , 3 ( ) 3 6 7 , 4 ( ) 1 1 2 , 5 ( ) 5 2 7 ( ) 9 3 6 , 1 ( ) 2 2 0 , 2 1 ( ) 8 3 5 , 5 ( ) 5 2 8 , 5 1 ( ) 0 2 0 , 4 ( ) 9 9 9 , 6 ( ) 1 0 2 , 5 ( ) 4 0 6 , 1 ( ) 8 3 7 , 9 ( ) 7 5 2 , 9 ( $ 0 0 9 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5 2 2 , 8 2 8 8 4 , 2 4 0 0 7 , 0 1 9 0 3 , 2 2 3 2 4 , 3 2 4 7 6 , 5 2 4 3 , 2 3 6 1 6 , 0 2 3 7 9 , 1 9 1 9 1 , 8 4 7 5 6 , 9 6 6 4 , 6 2 8 1 , 6 9 7 2 , 5 1 1 0 8 , 1 1 3 8 6 , 4 1 4 3 8 , 4 2 $ 0 1 5 , 7 0 0 7 , 4 0 6 5 , 0 1 0 4 0 , 3 0 5 2 , 2 1 d n a L 9 8 0 , 2 0 8 4 , 1 0 5 5 , 2 5 6 7 , 1 0 3 4 0 1 4 , 8 0 9 3 , 2 0 5 2 , 3 0 0 8 , 2 0 7 3 , 2 7 9 9 , 2 7 4 7 , 2 2 6 6 7 , 1 5 2 9 , 4 9 9 0 , 3 3 9 4 , 4 6 6 9 1 6 5 , 6 ) 3 1 2 , 1 ( 0 1 2 , 9 1 6 8 1 , 2 1 4 3 , 3 7 0 1 , 7 5 2 9 $ 8 9 9 , 0 1 $ 4 1 0 , 1 1 9 8 0 , 0 3 0 2 9 , 3 0 0 4 , 1 0 0 3 , 4 0 0 6 , 2 0 5 6 , 3 0 1 4 0 8 0 , 3 0 0 2 , 2 0 9 6 , 4 0 1 1 , 3 0 3 9 0 0 1 , 3 0 0 4 , 0 1 2 3 5 , 5 0 1 2 , 5 0 5 2 , 2 0 5 1 , 2 4 7 1 , 2 0 6 6 , 1 6 9 3 , 3 0 6 8 , 2 0 0 2 , 3 0 8 7 , 1 0 2 6 , 1 0 4 8 , 3 0 8 2 , 1 0 8 5 , 1 0 0 2 , 1 0 1 5 , 7 5 7 1 , 0 2 4 8 9 4 7 0 , 6 8 5 6 , 2 9 3 9 , 1 4 1 1 , 2 6 4 4 5 9 6 2 6 9 , 1 4 6 0 , 3 9 4 3 , 1 9 5 1 , 4 0 2 2 , 1 4 7 2 , 2 5 3 1 , 1 5 5 7 , 3 1 3 0 , 1 6 0 9 , 5 4 1 2 9 1 7 6 2 6 , 3 3 6 8 , 1 4 5 4 , 2 9 8 2 , 2 1 4 1 , 2 8 6 1 , 3 9 4 4 , 1 6 3 6 , 2 3 3 1 , 3 2 4 5 , 7 4 6 5 , 2 3 2 9 3 , 8 1 1 8 3 , 1 1 5 6 6 , 4 6 1 1 1 , 3 2 4 2 6 , 0 2 4 9 1 , 7 3 0 8 , 3 1 2 4 7 , 9 1 2 7 1 , 4 1 5 0 2 , 6 1 7 5 , 8 4 5 6 8 , 0 1 4 8 8 , 3 1 8 4 2 , 0 1 2 2 5 , 4 6 8 5 , 5 4 7 3 4 , 4 1 8 6 2 , 8 0 5 4 , 3 1 3 5 5 , 9 0 4 5 , 7 1 5 5 9 , 2 5 3 0 , 7 0 9 8 , 8 5 7 6 , 2 1 3 0 9 , 1 1 2 5 5 , 6 3 8 6 6 , 1 6 1 8 , 4 0 9 0 , 7 2 3 3 7 , 8 3 9 6 6 , 9 3 0 4 , 6 1 9 0 2 , 3 2 5 5 9 , 4 6 1 7 , 8 2 3 5 7 , 8 1 9 1 5 , 9 8 7 2 6 , 5 1 8 6 3 , 7 5 2 3 , 4 3 3 7 , 4 5 6 1 , 9 1 1 1 , 2 1 6 7 4 , 1 1 2 9 2 , 7 1 $ 0 1 5 , 7 0 0 7 , 4 0 6 5 , 0 1 0 4 0 , 3 0 5 2 , 2 1 $ 9 8 0 , 2 0 8 4 , 1 0 5 5 , 2 5 6 7 , 1 0 8 7 0 1 4 , 8 0 9 3 , 2 0 5 2 , 3 0 0 8 , 2 0 7 3 , 2 0 8 3 , 9 0 2 9 , 3 0 0 4 , 1 0 0 3 , 4 0 0 6 , 2 0 5 6 , 3 0 1 4 0 8 0 , 3 0 0 2 , 2 0 9 6 , 4 0 1 1 , 3 0 3 9 0 0 1 , 3 0 0 4 , 0 1 2 3 5 , 5 0 1 2 , 5 0 5 2 , 2 0 5 1 , 2 4 7 1 , 2 0 6 6 , 1 6 9 3 , 3 0 6 8 , 2 0 0 2 , 3 0 8 7 , 1 0 2 6 , 1 0 4 8 , 3 0 8 2 , 1 0 8 5 , 1 4 7 2 , 1 0 1 5 , 7 5 7 1 , 0 2 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ L I , h c a e B e k a L d n u o R L I , n i e l e d n u M L I , e l l i v r e p a N L I , d r a b m o L N I , e n y a W t r o F N I , s u b m u o C l N I , n e h s o G N I , n e v a H w e N N I , y a w d e e p S N I , l e m r a C N I , e t t e y a f a L t s e W S K , n a t t a h n a M S K , a x e n e L Y K , n w o t h t e b a z i l E Y K , n w o t n o s r e f f e J Y K , e c n e r o F l Y K , e l l i v s i u o L Y K , e l l i v s i u o L Y K , e l l i v s i u o L A L , e t t e y a f a L A L , e l l i v e n P i A M , n o t k c o r B Y K , n o d n o L A M , n o t g n i l r u B A M , e k o y l o H A M i , r e t s n m o e L A M , g r u b n e n u L A M , n n y L A M , d l e i f h s r a M A M , d l e i f s t t i P A M , d l e i f t s e W A M , r e t s e c r o W D M , a i n r o f i l a C D M , k c i r e d e r F e c n i r P D M , k r a P e g e l l o C I M , r o b r A n n A I M , r o b r A n n A E M , d n a l t r o P I M , n o t h g i r B I M i , s d p a R d n a r G I M , n o t n e F I M , n o g e k s u M I M , d r o f d e R I M , g n i s n a L I M , n o t g n m r a F i L I , k r a P y e l n T i . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e r t n e C i t n o P h g i H s n o m m o C w o d a e M g n o L . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t r u o C e g d i r t s e W g n i s s o r C s n i l l o R a z a l P k r a P y e l n T i . e g a l l i V n a i d i r e M r e t n e C s u b m u o C l g n i s s o r C n e l G e l p p A . . . . . . e r t n e C t e k r a M a z a l P n o c n L i l r e t n e C r e p u S y a w d e e p S e r t n e C k r a P e r o m a g a S . . e r a u q S r e t s e h c t s e W i r e t n e C g n p p o h S p o o L t s e W . . . . . . . . . . . . . . . . . . . . . a z a l P e i x i D h t r o N . . . . . . . . . e r a u q S e c n e r o F l - a z a l P e c n e r o F l s n o m m o C n w o t n o s r e f f e J . . e c a l p t e k r a M n o d n o L i r e t n e C g n p p o h S e t a g t s a E . . . . . . . e g a l l i V w e i v n i a l P I I & I k o o r B y n o t S i r e t n e C g n p p o h S m a r a K i r e t n e C g n p p o h S s e n P e h T i . . . . . a z a l P t s e W s t n o P i I I I & I I , I e r a u q S n o t g n i l r u B F-50 . . . . . . . . . . . . . . i r e t n e C g n p p o h S e k o y l o H . . . . . . . . . . a z a l P r e w o T r e t a W g n i s s o r C g r e b n e n u L . e c a l p t e k r a M n n y L . . . . . . . . . r e t n e C i g n p p o h S e r a u q S r e t s b e W . . . . . . . . . a z a l P e t a g t s e W g n i s s o r C e r i h s k r e B e c a l p t e k r a M m r a F s n k r e P i i r e t n e C g n p p o h S a z a l P h t u o S . . . . . . . . . s e p p o h S e g a l l i V s u p m a C . . . . . . . . . n u R x o F i r e t n e C g n p p o h S e e r T e n P i . . . . . . . . . . . . . . . . . r e t n e C d n a l r o b r A . . . e g a l l i V e l p a M g n i s s o r C d n a r G s d a o r s s o r C n o t g n m r a F i i r e t n e C g n p p o h S e t n o P r e v l i i S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t s a E e d a c s a C r e t n e C a t l e D g n i s s o r C s e k a L a z a l P d r o f d e R d e i r r a C h c i h W t a t n u o m A s s o r G d o i r e P e h t f o e s o l C e h t t a y n a p m o C o t t s o C l a i t i n I o t t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L s e c n a r b m u c n E n o i t p i r c s e D r e v o e f i L h c i h W – d e t a i c e r p e D t s e t a L e m o c n I t n e m e t a t S s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 d e i r r a C h c i h W t a t n u o m A s s o r G d o i r e P e h t f o e s o l C e h t t a y n a p m o C o t t s o C l a i t i n I e t a D d e r i u q c A r a e Y ) 1 ( d e t c u r t s n o C d e t a l u m u c c A n o i t a i c e r p e D l a t o T & g n i d l i u B s t n e m e v o r p m I d n a L o t t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L s e c n a r b m u c n E n o i t p i r c s e D 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 4 0 0 2 4 0 0 2 0 7 9 1 7 9 9 1 6 9 9 1 9 8 9 1 5 0 0 2 5 8 9 1 7 8 9 1 9 9 9 1 7 0 0 2 2 5 9 1 0 0 0 2 9 9 9 1 8 5 9 1 6 9 9 1 9 8 9 1 5 9 9 1 7 9 9 1 7 8 9 1 8 9 9 1 6 9 9 1 8 8 9 1 4 9 9 1 1 0 0 2 7 9 9 1 9 8 9 1 0 0 0 2 6 9 9 1 4 1 0 2 1 0 0 2 0 9 9 1 5 0 0 2 2 0 0 2 7 9 9 1 8 8 9 1 8 9 9 1 7 0 0 2 6 9 9 1 5 0 0 2 5 9 9 1 9 8 9 1 1 0 0 2 0 9 9 1 1 9 9 1 0 9 9 1 ) 3 5 6 , 6 ( ) 9 9 3 , 2 ( ) 1 2 8 , 2 ( ) 9 0 5 , 2 ( ) 6 5 7 , 3 ( ) 2 7 3 , 3 ( ) 4 4 3 , 5 ( ) 2 0 2 , 5 ( ) 6 3 0 , 7 ( ) 2 2 7 , 3 ( ) 8 2 6 , 5 ( ) 2 8 2 , 2 ( ) 2 9 3 , 4 ( ) 0 0 7 , 7 ( ) 7 1 9 , 2 ( ) 9 5 6 , 3 ( ) 6 7 5 , 3 ( ) 9 0 2 , 4 ( ) 0 9 2 , 4 ( ) 5 9 7 ( ) 8 4 9 , 2 ( ) 7 6 5 , 8 ( ) 8 6 5 , 7 ( ) 7 5 1 , 2 ( ) 4 9 9 , 6 ( ) 1 1 9 , 9 ( ) 8 5 0 , 4 1 ( ) 1 2 7 , 9 ( ) 2 4 1 , 5 ( ) 3 5 2 , 4 ( ) 8 2 9 ( ) 4 8 2 , 4 ( ) 5 3 4 , 2 1 ( ) 5 5 4 , 5 ( ) 3 0 0 , 2 ( ) 0 5 6 , 4 ( ) 6 7 4 , 9 ( ) 0 9 9 , 2 ( ) 8 7 3 , 6 ( ) 2 2 3 , 3 ( ) 8 3 7 , 3 ( ) 8 5 3 , 5 ( ) 2 8 4 , 6 ( ) 9 9 0 , 2 ( ) 2 6 9 , 4 ( ) 2 5 3 , 0 2 ( $ 8 1 2 , 6 6 8 0 3 , 0 2 8 8 2 , 7 8 5 8 , 3 1 9 0 2 , 0 1 0 0 8 , 2 1 6 9 9 , 9 7 0 6 , 3 2 6 0 6 , 2 2 8 9 1 , 3 2 4 6 3 , 5 1 9 2 0 , 8 2 4 2 6 , 5 1 7 5 4 , 1 2 4 6 7 , 7 2 2 7 3 , 9 2 9 5 , 4 1 7 8 7 , 8 9 5 3 , 7 1 2 3 0 , 4 1 5 8 1 , 6 7 4 2 , 0 1 3 5 4 , 9 3 8 4 4 , 5 9 3 3 , 7 2 8 0 5 , 1 3 6 2 6 , 9 3 3 5 2 , 1 6 6 4 1 , 5 3 5 9 7 , 6 1 1 1 1 , 1 1 9 6 5 , 6 9 8 9 , 0 1 9 2 1 , 9 3 5 6 8 , 2 2 9 2 4 , 5 4 5 7 , 2 2 9 9 6 , 5 3 7 6 4 , 5 1 3 5 5 , 6 2 3 6 5 , 2 1 6 8 3 , 6 2 6 0 9 , 4 1 4 2 0 , 4 2 7 8 6 , 1 1 4 0 3 , 6 1 $ 8 4 8 , 0 6 8 6 3 , 8 1 8 6 9 , 5 8 9 6 , 0 1 9 4 3 , 7 0 0 0 , 1 1 6 6 9 , 7 5 0 0 , 9 1 6 1 8 , 7 1 8 2 4 , 9 1 4 3 7 , 2 1 1 8 2 , 0 2 4 0 0 , 4 1 7 0 3 , 6 1 4 1 5 , 2 2 2 8 5 , 7 2 6 4 , 2 1 7 3 9 , 7 9 4 7 , 4 1 2 0 5 , 1 1 5 3 7 , 4 7 0 3 , 9 4 6 8 , 8 2 8 7 6 , 4 9 9 0 , 2 2 5 7 2 , 5 2 6 6 5 , 2 3 3 6 2 , 5 4 6 9 7 , 9 2 5 6 6 , 4 1 1 3 9 , 8 9 3 8 , 5 9 3 4 , 9 2 8 5 , 8 2 5 4 6 , 6 1 9 1 5 , 4 4 2 0 , 7 1 9 8 7 , 8 2 4 4 5 , 2 1 3 4 6 , 9 1 3 9 7 , 9 6 8 9 , 2 2 6 4 7 , 2 1 4 3 5 , 0 2 7 5 4 , 9 4 0 4 , 4 1 $ 0 7 3 , 5 0 4 9 , 1 0 2 3 , 1 0 6 1 , 3 0 6 8 , 2 0 0 8 , 1 0 3 0 , 2 2 0 6 , 4 0 9 7 , 4 0 7 7 , 3 0 3 6 , 2 8 4 7 , 7 0 2 6 , 1 0 5 1 , 5 0 5 2 , 5 0 9 7 , 1 0 3 1 , 2 0 5 8 0 1 6 , 2 0 3 5 , 2 0 5 4 , 1 0 4 9 9 8 5 , 0 1 0 7 7 0 4 2 , 5 3 3 2 , 6 0 6 0 , 7 0 9 9 , 5 1 0 5 3 , 5 0 3 1 , 2 0 8 1 , 2 0 3 7 0 5 5 , 1 0 2 2 , 6 7 4 5 , 0 1 0 1 9 0 3 7 , 5 0 1 9 , 6 3 2 9 , 2 0 1 9 , 6 0 7 7 , 2 0 0 4 , 3 0 6 1 , 2 0 9 4 , 3 0 3 2 , 2 0 0 9 , 1 $ 3 4 2 , 4 1 $ 4 8 6 9 8 5 , 2 4 0 9 , 1 7 9 4 , 2 7 7 7 , 5 1 4 1 , 1 9 1 7 2 7 4 , 2 8 1 2 , 1 2 5 3 , 1 4 6 7 , 1 7 8 0 , 6 8 5 0 , 5 9 9 8 , 2 0 2 5 , 1 3 0 7 , 9 1 5 4 7 6 8 , 1 6 8 0 , 3 7 3 7 , 1 0 4 0 , 6 7 9 1 , 6 5 9 8 2 1 7 , 2 3 4 4 , 2 6 8 7 , 4 9 0 3 , 6 2 8 2 , 4 9 6 8 , 8 7 5 4 8 8 7 , 2 8 1 5 6 0 3 , 1 7 4 5 , 1 6 2 7 3 1 4 , 2 0 4 7 , 2 0 6 9 8 8 2 , 3 1 9 3 0 1 4 , 1 8 7 2 , 1 1 0 5 , 1 8 7 1 , 5 8 4 1 , 0 1 9 7 3 , 3 4 9 7 , 8 2 5 8 , 4 3 2 2 , 5 5 2 8 , 6 6 8 2 , 8 1 4 4 3 , 5 1 0 1 2 , 8 1 2 8 3 , 1 1 7 1 5 , 8 1 7 1 9 , 7 9 4 2 , 1 1 5 1 6 , 9 1 2 6 0 , 6 9 5 7 , 2 6 8 4 , 7 2 8 8 , 2 1 6 1 4 , 8 8 9 9 , 2 7 6 2 , 3 6 6 6 , 2 2 3 8 7 , 3 7 8 3 , 9 1 2 3 8 , 2 2 0 8 7 , 7 2 4 5 9 , 8 3 4 1 5 , 5 2 6 9 7 , 5 4 7 4 , 8 1 5 0 , 3 1 2 9 , 8 5 7 2 , 7 2 8 9 0 , 5 1 3 9 7 , 3 1 1 6 , 4 1 9 4 0 , 6 2 4 8 5 , 1 1 5 5 3 , 6 1 2 0 4 , 9 8 3 8 , 2 1 6 3 3 , 1 1 6 5 2 , 9 1 6 5 9 , 7 6 2 2 , 9 5 0 6 , 6 4 4 8 6 , 7 1 $ 0 7 3 , 5 0 4 9 , 1 0 2 3 , 1 0 6 1 , 3 0 6 8 , 2 0 0 8 , 1 0 3 0 , 2 2 0 6 , 4 0 9 7 , 4 0 7 7 , 3 0 3 6 , 2 8 4 7 , 7 0 2 6 , 1 0 5 1 , 5 0 5 2 , 5 0 9 7 , 1 0 3 1 , 2 0 5 8 0 1 6 , 2 0 3 5 , 2 0 5 4 , 1 0 4 9 0 9 5 , 0 1 0 7 7 0 4 2 , 5 3 3 2 , 6 0 6 0 , 7 0 9 9 , 5 1 0 5 3 , 5 0 3 1 , 2 0 8 1 , 2 0 3 7 0 5 5 , 1 0 2 2 , 6 8 4 5 , 0 1 0 1 9 0 3 7 , 5 0 1 9 , 6 3 2 9 , 2 0 1 9 , 6 0 7 7 , 2 0 0 4 , 3 0 6 1 , 2 0 9 4 , 3 0 3 2 , 2 0 0 9 , 1 $ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ I M , s l l i H r e t s e h c o R I M , s t h g i e H g n i l r e t S I M , s t h g i e H g n i l r e t S I M , d l e i f h t u o S I , M w a n i g a S N M , a k n o t e n n M i N M , r e v i R k E l N M , d l e i f h c i R N M , e l l i v e s o R N M , l u a P . t S N M , e g a v a S N M , e k a L r a e B e t i h W O M , e c n e d n e p e d n I O M , y t i C s a s n a K O M , d o o w e l p a M O M , y t r e b L i O M , e l l i v s i l l E C N , e t t o l r a h C C N , y r a C C N , e t t o l r a h C C N , n i l k n a r F C N , a i n o t s a G C N , r e n r a G C N , o r o b s n e e r G C N , e l l i v n e e r G C N , y r o k c i H C N , n o t n a g r o M C N , o r o b s e d a W C N , e l l i v s e t a t S C N , o r o b x o R C N , y r u b s i l a S C N , n o t s n K i C N C N C N , m e l a S n o t s n W i , m e l a S - n o t s n W i , m e l a S - n o t s n W i H N , h t r o w s r e m o S H N , k o o r b a e S H N , d r o f d e B H N , d r o c n o C H N , a u h s a N C N C N , n o t g n m i l i W , n o t g n m i l i W N M , y e l l a V e l p p A I M , i t n a l i s p Y N M , h t u u D l I M , d n a l t s e W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e r t n e C e g a l l i V n o t p m a H . . . . . . . . . . . . . . . . . . . . . . . . . s r e n r o C n o h s a F i a z a l P d l e i f h t u o S . . . . . . . . . . n a y R 8 1 a z a l P o c l e D e g d R i t s e W a z a l P n i a t n u o F w a n e t h s a W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P e e r T g n n r u B i . . . . r e t n e C k r a P k E l a z a l P d n w t s e i W . b u H d l e i f h c i R r e t n e C e l l i v e s o R 2 4 @ e c a l p t e k r a M I V – I e r t n e C t r o p h t u o S i r e t n e C g n p p o h S y a R n u S i g n p p o h S s l l i H r a e B e t i h W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r e t n e C e r a u q S e l l i v s i l l E i r e t n e C g n p p o h S b u H . . . . . . . . a z a l P l l i M s t t a W s r e n r o C y t r e b L i e r a u q S d o o w e l p a M . e c a l P e r i h s n o v e D t e k r a M k e e r C n e l l u M M c F-51 . . . . . . . . . . . . k r a P r o l l e c n a h C t a s n o m m o C e h T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P n o c a M e r a u q S e n w o T r e n r a G . . . . . . e r a u q S n i l k n a r F e c a l P r e v o d n e W s n o m m o C y t i s r e v i n U . . . . . . . . . . . . . . . . . i e t n o P n o t s n K i a z a l P a i l o n g a M e r a u q S o r o b x o R g n i s s o r C y e l l a V t e k r a M t e e r t S s e n n I . . . . . . . . s d a o r s s o r C n o i t a t S n o s n A t e k r a M e r t n e C w e N s n o m m o C y t i s r e v i n U . . . . . . . . e r a u q S r e k a t i h W . a z a l P y a w k r a P s n o m m o C d r o f t a r t S . . . e v o r G d r o f d e B r e t n e C g n p p o h S i l o t i p a C . . a z a l P s g n i r p S w o l l i W i r e t n e C g n p p o h S t s a o c a e S . . . . . . a z a l P y t i C - i r 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& g n i d l i u B s t n e m e v o r p m I d n a L o t t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L s e c n a r b m u c n E n o i t p i r c s e D 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 5 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 0 0 2 0 1 0 2 7 0 0 2 6 6 9 1 2 7 9 1 2 0 0 2 8 1 0 2 1 0 0 2 5 8 9 1 5 9 9 1 4 9 9 1 7 9 9 1 6 0 0 2 5 6 9 1 6 0 0 2 9 8 9 1 3 9 9 1 8 1 0 2 5 0 0 2 8 9 9 1 1 9 9 1 0 9 9 1 2 7 9 1 9 6 9 1 5 8 9 1 1 8 9 1 2 7 9 1 8 1 0 2 7 0 0 2 6 8 9 1 5 8 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, 4 3 1 4 , 1 1 8 9 2 , 1 3 8 0 2 , 9 1 7 5 9 , 3 5 3 9 , 3 1 5 4 8 , 9 7 7 6 , 5 1 9 5 9 , 0 2 4 0 1 , 9 2 1 7 , 6 5 0 0 1 , 1 1 8 0 8 , 4 4 0 8 , 8 5 6 7 3 9 2 , 3 2 3 9 7 , 7 1 1 1 , 6 1 4 9 0 , 8 5 2 9 1 , 9 1 6 7 , 9 1 0 1 1 , 5 1 — 5 3 9 , 6 4 9 4 , 1 1 5 7 0 , 6 1 1 5 6 , 8 1 2 5 5 , 4 1 3 3 6 , 0 4 3 4 2 , 2 1 7 7 0 , 6 1 2 9 4 , 8 1 9 5 3 , 4 1 8 2 5 , 9 1 $ 0 0 4 , 5 0 3 0 , 6 0 3 6 , 2 0 6 5 , 1 0 8 5 , 1 0 3 1 , 3 0 5 9 , 5 0 6 0 , 5 1 2 4 , 4 0 0 2 , 7 0 7 9 , 3 0 6 6 , 1 0 1 1 , 6 0 5 1 , 1 0 8 0 , 3 0 4 8 , 5 0 9 7 , 5 0 8 0 , 1 0 0 1 , 2 0 8 7 , 2 0 1 3 , 5 0 4 0 , 6 0 0 9 , 6 0 8 1 , 1 0 9 7 , 4 0 2 3 , 1 0 1 4 , 3 0 6 4 , 1 0 5 3 , 7 0 6 3 , 1 0 4 8 , 1 0 1 9 , 4 0 1 5 , 5 0 5 0 , 5 9 7 4 , 3 0 9 5 , 3 0 3 3 , 6 0 7 1 , 1 9 4 1 , 2 0 4 3 , 1 0 2 5 , 2 0 2 4 , 1 0 2 0 , 6 0 3 9 , 2 0 5 9 , 1 0 9 0 , 5 0 0 7 , 0 1 $ — — — — — — — — $ J N , k c i r B J N , i n o s n m a n n C i J N , o r o b s s a l G J N , k r a l C — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — ) 0 0 0 , 7 ( J N , l e r u a L t n u o M J N , n w o t e l d d M i J N i , t n o P s r e m o S J N , e d n a r G o R i J N , e g d i r B d O l J N , y n a p p i s r a P J N , s l l a F n o t n T i J N , e l l i v s r e n r u T Y N , e c a l P e l r a C J N , d l e i f g n i r p S Y N , t t i w e D Y N , t e k u a t e S t s a E Y N , t e k u a t e S t s a E Y N , l l i k h s i F t s a E Y N , y t i C n e d r a G J N , n o s k c a J J N , n o t l r a M Y N , e l a d s t r a H Y N , a c a h t I Y N , k r a P s g n K i Y N , n o i t a t S n o s r e f f e J t r o P Y N , e l l e h c o R w e N Y N , e r t n e C e l l i v k c o R Y N , d a e h r e v i R Y N , d a e h r e v i R Y N , k c e n o r a m a M Y N , n w o t e l d d M i Y N , d r o f d e M Y N , t n o m h c r a L Y N , e c n e r w a L Y N , e o r n o M Y N , t e u n a N Y N , n e d l e S Y N , l a t s e V Y N , l a t s e V Y N , l a t s e V Y N , l a t s e V Y N , n w o t r e t a W H O , k c i w s n u r B Y N , s r e k n o Y H O , i t a n n i c n C i H O , n o t n a C J N , n o t l i m a H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e r a u q S l e r u a L i n o s n m a n n C i t a s e p p o h S e h t . . . . . . . . . k r a l C e m c A i r e t n e C g n p p o h S n w o t e g e l l o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P n o t l i m a H a z a l P s l l i M s t t e n n e B . . . g n i s s o r C n o t l r a M a z a l P n w o t e l d d M i e r t n e C t n o m h c r a L y a w e t a G e g d i r B d O l i r e t n e C g n p p o h S s l l i H s i r r o M . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P e d n a r G o R i a z a l P s t h g i e H n a e c O . . . e c a l P d l e i f g n i r p S a z a l P s l l a F n o t n T i s n o m m o C s y e K s s o r C . . . . . . . . . . a z a l P y a w k r a P e r t n e C l a n a C e i r E . . . . . . a z a l P k o f f u S l a z a l P y t i n U i r e t n e C g n p p o h S e g a l l i V e e r h T . . . . . . . . . a z a l P t r a w e t S i g n p p o h S I I I . . . . . . . . & . . . . r e t n e C I I , I d o o w e l a D . . . . . . . . . . . . . . . . . l l a M a g u y a C a z a l P k r a P s g n K i i r e t n e C g n p p o h S e r a u q S e g a l l i V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P s ’ o r a c l a F e r t n e C k c e n o r a m a M . . . . e r a u q S e n h s n u S i . a z a l P l l i k l l a W a z a l P e t i R p o h S e o r n o M . . . . a z a l P d n a l k c o R i r e t n e C g n p p o h S e g d R h t r o N i . . . . . . . . . . . . . . . . . . . . . . . . . . . i r e t n e C g n p p o h S t e s n o c s e N . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P e k o n a o R d a e h r e v i R t a s p o h S e h T . . . . . . . . . . . . . . . . . . . . . . e r t n e C e l l i v k c o R . . . a z a l P s u p m a C a z a l P y a w k r a P a z a l P e g e l l o C l a t s e V t a s e p p o h S l l a M e r a u q S n w o T n u R n o m l a S t a a z a l P e h T . . . . . . . . a z a l P e g d i r h g i H r e t n e C n w o T k c i w s n u r B . . . . . . . a z a l P t e e r t S h t 0 3 a z a l P d o o w t n e r B F-52 r e v o e f i L h c i h W – d e t a i c e r p e D t s e t a L e m o c n I t n e m e t a t S s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 d e i r r a C h c i h W t a t n u o m A s s o r G d o i r e P e h t f o e s o l C e h t t a y n a p m o C o t t s o C l a i t i n I e t a D d e r i u q c A r a e Y ) 1 ( d e t c u r t s n o C d e t a l u m u c c A n o i t a i c e r p e D l a t o T & g n i d l i u B s t n e m e v o r p m I d n a L o t t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L s e c n a r b m u c n E n o i t p i r c s e D 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 9 1 - y a M 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n 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2 5 7 , 0 3 0 7 5 , 9 1 6 5 , 9 0 7 7 , 6 0 5 7 , 2 1 4 9 4 , 1 7 5 9 2 , 0 2 $ 0 9 6 , 3 7 8 9 , 3 0 9 6 , 8 0 2 4 , 3 0 2 1 , 2 0 2 9 , 1 6 1 6 0 9 9 , 4 9 5 6 , 4 0 1 5 0 0 9 , 3 4 1 1 , 2 0 1 5 , 1 0 4 0 , 5 0 8 1 , 4 0 9 3 , 4 0 6 0 , 3 0 8 9 , 6 0 8 1 , 3 0 4 0 , 1 0 5 2 , 4 0 1 4 , 3 0 1 4 , 3 0 1 8 , 1 0 0 8 , 4 0 8 7 , 8 0 9 0 , 2 0 4 2 , 2 0 9 4 , 2 0 6 0 , 3 0 9 6 , 7 0 0 1 , 7 2 0 0 , 7 1 1 3 3 , 3 1 8 4 3 , 0 0 1 0 1 0 , 2 9 6 9 , 0 1 7 6 6 , 9 1 5 4 , 4 1 0 2 , 7 3 6 8 8 , 6 1 6 6 , 4 3 7 6 1 , 0 2 5 1 7 , 3 3 7 4 8 , 7 1 5 6 3 , 6 3 4 2 , 1 1 7 4 9 , 5 1 0 1 9 0 4 6 0 1 3 , 4 0 6 7 0 5 3 , 4 0 8 1 , 2 5 6 2 , 4 3 6 5 , 2 0 1 0 , 3 0 4 9 , 2 0 3 6 , 3 $ 6 8 3 , 2 0 2 0 , 8 9 1 6 , 2 6 5 1 , 1 4 8 7 , 1 8 6 0 , 1 8 1 5 0 8 , 7 4 4 7 , 8 7 2 ) 7 4 9 ( 4 5 1 , 2 5 7 7 , 3 1 3 1 , 3 5 2 9 , 1 3 9 6 , 6 7 6 2 , 2 5 0 8 , 9 9 1 0 , 2 ) 4 4 ( 6 6 8 , 2 7 9 3 , 6 4 1 3 4 6 4 , 1 5 3 6 , 1 2 3 9 , 5 0 0 3 , 2 3 4 8 , 4 9 0 8 , 2 7 1 5 9 9 7 , 1 7 8 1 , 5 3 4 4 2 , 2 8 1 2 , 3 1 1 6 7 5 7 1 , 2 9 8 7 1 9 , 1 5 2 6 2 8 7 , 3 2 7 5 , 3 8 7 7 , 2 2 5 5 , 2 8 5 6 6 7 7 , 2 9 4 5 , 7 $ 7 9 8 , 7 7 6 8 , 4 2 9 8 5 , 5 2 5 9 1 , 2 1 4 3 4 , 4 1 4 2 0 , 2 1 4 9 6 , 1 0 9 3 , 2 4 5 6 6 , 7 3 7 8 9 , 3 1 3 7 , 7 1 0 1 9 , 1 1 2 0 3 , 4 1 1 0 4 , 2 1 1 6 0 , 3 2 9 6 8 , 1 2 9 9 2 , 8 1 2 2 2 , 0 3 5 2 1 , 9 1 9 3 6 , 3 7 4 5 , 6 5 6 5 , 3 2 0 0 0 , 4 4 0 9 5 , 1 1 8 4 0 , 8 7 1 5 , 9 2 2 5 4 , 8 2 7 2 7 , 4 2 5 7 , 6 1 7 9 , 4 3 3 2 , 2 1 7 0 3 , 6 3 1 5 0 , 8 1 9 2 1 , 7 8 0 7 5 , 2 1 2 9 4 , 7 2 6 3 , 4 1 6 2 , 6 4 8 2 , 5 3 9 7 8 , 0 3 5 9 5 , 6 1 7 3 9 , 0 3 5 9 2 , 5 1 7 0 7 , 5 7 6 4 , 8 8 9 3 , 8 $ 0 9 6 , 3 0 1 1 , 3 0 9 6 , 8 0 7 3 , 3 0 2 1 , 2 0 2 9 , 1 6 1 6 0 9 9 , 4 9 5 6 , 4 0 1 5 0 0 9 , 3 0 2 8 , 2 0 1 5 , 1 0 4 0 , 5 0 8 1 , 4 0 9 3 , 4 0 6 0 , 3 0 8 9 , 6 0 8 1 , 3 0 4 0 , 1 0 5 2 , 4 0 1 4 , 3 0 1 4 , 3 0 1 8 , 1 0 8 7 , 3 0 8 7 , 8 0 9 0 , 2 0 4 2 , 2 0 9 4 , 2 0 6 0 , 3 0 9 6 , 7 0 0 1 , 7 2 0 0 , 7 1 0 1 0 , 2 0 7 9 , 0 1 0 1 9 0 4 6 0 1 3 , 4 0 6 7 0 5 3 , 4 0 8 1 , 2 5 6 2 , 4 3 6 5 , 2 0 1 0 , 3 0 4 9 , 2 0 3 6 , 3 $ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ H O , s t h g i e H g r u b e l d d M i H O , d e t s l m O h t r o N H O , g r u b s d o n y e R l H O , d o o w r o N H O , i t a n n i c n C i H O , i t a n n i c n C i H O , i t a n n i c n C i H O , i t a n n i c n C i H O , s u b m u o C l H O , s u b m u o C l H O , n o t y a D H O , n o t y a D A P , n w o t n e l l A A P , a n o o t l A A P , k r a P l e h t e B A P , m e h e l h t e B A P , l o t s i r B H O , o d e l o T K O , a s l u T A P , e l l i v e g e l l o C A P A P , t n o f l a h C , t n o f l a h C A P A P , n e k c o h o h s n o C , n e k c o h o h s n o C A P , y t i C n o s k c i D A P , n w o t s e l y o D A P , l l i H l e x e r D A P , n o v e D A P , e r a u q S t t e n n e K A P A P , a i h p l e d a l i h P , a i h p l e d a l i h P A P , e l l i v x i n e o h P A P , n o t r e d u o S A P , y b r a D r e p p U A P i , r e t s n m r a W A P , r e t s a c n a L A P , e l a d s n a L A P , n w o t w e N A P , d l e i f p m e H t s e W A P , l l a h e t i h W C S , n o t s e l r a h C h t r o N C S , d a e H n o t l i H C S , d n a l s I s e m a J C S , e l l i v n e e r G C S , n o t f f u B l A P , e r r a B - s e k l i W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r e t n e C g n p p o h S i i h l e D . . . . . . . . . . n o i t a t S s r e p r a H a z a l P s l l i H n r e t s e W . . . . . . i t n o P n w o r C e g a l l i V n r e t s e W i r e t n e C g n p p o h S e e r t n e e r G . . . . . . . . . i e c a l P e k P t d n a r B e r t n e C e n w o T h t u o S i r e t n e C g n p p o h S d n a l h t u o S d e t s l m O h t r o N t a s e p p o h S e h T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . l l a M e r a u q S y e r r u S . . . . . k r a P e c i r B i a z a l P g n p p o h S e l i M e l c a r i M . . . . . . . . . . . . . . . . . . . . . . . . . e c a l p t e k r a M t s e W e g a l l i V a z a l P s l l i H k r a P i r e t n e C g n p p o h S k r a P l e h t e B . . . . . . i r e t n e C g n p p o h S h g i h e L . . . . . . . k r a P l o t s i r B . . . . . . . . . . i g n p p o h S e g a l l i V r e t n e C t n o f l a h C e r a u q S e g a l l i V n i a t i r B w e N i r e t n e C g n p p o h S e l l i v e g e l l o C . . . . . . . . . . . r e t n e C i g n p p o h S e r a u q S h t u o m y l P i r e t n e C g n p p o h S h s r a m e t i h W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r i a F y e l l a V s g n i s s o r C y t i C n o s k c i D . . . . . . . . . . . . . . . a z a l P n r a B s n e d r a G m i r g l i P r e t n e C n e d r a G w e N . . a z a l P l l i M e n o t S e c a l P t e k r a M n n e P h t r o N . . . . . . . . . . . . n w o t w e N t a e g a l l i V . . . . . . . . . e g d i r y v I l l a M t l e v e s o o R e g r o F y e l l a V t a s e p p o h S . . . . . . i a z a l P e n L y t n u o C . a z a l P t e e r t S h t 9 6 r e t n e C e n w o T r e t s n m r a W i . . . . . . . . . . . . . . t c e p s o r P t a s p o h S e r a u q S l l a h e t i h W . . . . . e c a l p t e k r a M i p h s n w o T e r r a B - s e k l i W . . . . . e g a l l i V e n w o T r i a f l e B . . . . . . . . . . . . a z a l P e n o t s e l i M . . . . . r e t n e C e l c r i C a z a l P d n a l s I e r t n e C l a v i t s e F F-53 r e v o e f i L h c i h W – d e t a i c e r p e D t s e t a L e m o c n I t n e m e t a t S s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 d e i r r a C h c i h W t a t n u o m A s s o r G d o i r e P e h t f o e s o l C e h t t a y n a p m o C o t t s o C l a i t i n I e t a D d e r i u q c A r a e Y ) 1 ( d e t c u r t s n o C d e t a l u m u c c A n o i t a i c e r p e D l a t o T & g n i d l i u B s t n e m e v o r p m I d n a L o t t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L s e c n a r b m u c n E n o i t p i r c s e D 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 0 0 2 5 6 9 1 9 9 9 1 8 8 9 1 8 8 9 1 2 0 0 2 6 9 9 1 4 1 0 2 3 0 0 2 8 9 9 1 5 9 9 1 9 8 9 1 7 8 9 1 8 0 0 2 8 0 0 2 2 0 0 2 6 7 9 1 2 0 0 2 3 9 9 1 6 7 9 1 5 7 9 1 4 7 9 1 1 6 9 1 8 1 0 2 9 9 9 1 3 0 0 2 8 1 0 2 0 9 9 1 8 9 9 1 2 0 0 2 6 9 9 1 4 0 0 2 8 9 9 1 8 1 0 2 2 9 9 1 7 9 9 1 6 0 0 2 4 6 9 1 8 9 9 1 8 8 9 1 0 0 0 2 9 9 9 1 4 0 0 2 9 0 0 2 2 7 9 1 1 0 0 2 0 6 9 1 5 0 0 2 ) 2 2 9 , 5 ( ) 1 6 6 , 3 1 ( ) 9 6 8 , 1 ( ) 2 1 4 , 6 ( ) 6 8 4 , 0 1 ( ) 2 5 8 , 3 ( ) 3 8 4 , 2 ( ) 8 0 4 , 1 2 ( ) 5 6 0 , 3 ( ) 9 2 4 , 3 ( ) 9 1 5 , 5 ( ) 1 7 9 , 3 ( ) 6 1 7 , 3 ( ) 7 3 7 , 1 ( ) 8 5 0 , 1 ( ) 0 2 4 , 3 ( ) 1 3 4 , 6 ( ) 2 2 7 , 5 ( ) 1 4 5 , 1 ( ) 4 7 9 , 1 ( ) 0 4 1 , 1 ( ) 7 5 8 , 1 ( ) 1 2 5 , 2 ( ) 9 9 8 , 3 ( ) 9 7 2 , 2 ( ) 2 8 6 , 5 1 ( ) 9 2 6 , 0 4 ( ) 6 1 1 , 6 ( ) 5 6 3 , 0 1 ( ) 6 5 6 , 2 ( ) 0 9 6 , 1 ( ) 8 8 4 , 2 ( ) 4 7 0 , 4 ( ) 8 4 2 , 4 ( ) 2 5 2 , 1 ( ) 4 2 5 , 1 ( ) 7 5 1 , 2 ( ) 1 6 2 , 4 ( ) 1 5 5 , 3 ( ) 8 3 1 , 1 ( ) 6 0 7 , 2 ( ) 2 2 0 , 4 ( ) 3 7 9 , 1 ( ) 4 0 5 ( ) 0 1 6 , 8 ( ) 4 4 1 , 5 ( ) 2 5 1 , 7 ( ) 4 2 2 , 2 1 ( $ 1 7 0 , 1 2 6 9 1 , 4 4 2 1 4 , 5 9 6 2 , 1 2 1 1 9 , 4 3 6 3 5 , 8 1 6 7 4 , 9 5 2 2 , 8 9 5 0 2 , 3 1 9 7 9 , 3 1 1 5 9 , 3 1 2 3 5 , 8 1 9 3 4 , 3 1 4 8 2 , 5 3 9 3 , 3 8 1 9 , 8 8 2 1 , 8 2 3 3 0 , 6 1 4 1 6 , 0 1 3 7 8 , 4 5 3 7 , 4 6 8 0 , 5 7 2 9 , 8 3 9 9 , 2 8 6 9 6 , 0 1 4 7 2 , 8 8 6 0 , 5 6 1 7 0 1 , 9 1 1 7 1 , 3 3 8 6 9 , 0 1 0 8 3 , 0 1 6 9 1 , 8 5 0 6 , 3 1 5 1 7 , 4 2 7 1 6 , 5 7 4 6 , 4 0 7 3 , 8 6 1 2 , 7 1 0 5 9 , 9 1 5 0 1 , 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2 7 , 1 0 2 3 , 3 0 4 2 , 5 0 8 3 , 1 0 1 1 , 2 0 1 2 , 3 0 9 7 , 1 0 8 5 , 6 0 4 7 0 7 9 , 5 0 9 9 , 4 0 7 6 , 3 $ 1 4 2 , 2 2 0 0 , 7 5 8 1 0 8 6 , 2 3 1 6 , 9 8 4 9 , 4 4 9 3 , 2 4 0 7 , 2 1 8 5 , 5 2 0 2 2 3 8 5 7 4 6 , 2 5 1 9 2 3 3 4 8 2 6 8 7 5 4 4 , 4 1 6 2 5 0 7 , 4 0 2 2 8 5 4 6 6 4 , 1 1 9 9 , 1 2 3 0 , 1 0 2 9 , 3 2 8 0 5 4 9 7 , 7 1 1 7 5 9 8 5 , 2 5 3 3 , 1 6 5 7 , 1 2 0 2 9 9 5 7 9 7 , 8 8 0 6 8 7 4 0 9 4 , 1 2 3 1 , 2 5 7 1 , 4 7 8 5 , 7 4 2 2 , 2 2 8 2 9 3 7 , 1 5 5 1 , 3 7 6 2 0 9 2 , 4 9 7 8 , 3 1 0 7 , 1 $ 0 6 4 , 6 1 4 0 0 , 3 3 7 9 9 , 3 9 6 3 , 3 1 8 6 5 , 7 1 8 0 7 , 0 1 2 2 0 , 5 4 1 1 , 0 5 1 5 2 , 7 6 1 5 , 1 1 8 2 1 , 2 1 8 5 9 , 9 4 1 1 , 9 2 3 6 , 3 9 8 2 , 2 2 4 3 , 6 3 4 3 , 9 1 1 7 3 , 3 1 9 0 0 , 4 3 5 9 , 2 7 8 8 , 2 0 5 3 , 2 6 6 4 , 4 4 7 8 , 6 6 9 3 , 5 1 9 0 , 2 4 6 6 7 , 5 1 2 0 8 , 4 2 4 5 4 , 1 2 1 3 0 4 , 6 4 5 2 , 5 4 9 4 , 6 6 6 6 , 9 9 9 6 , 3 9 9 5 , 2 0 6 1 , 5 8 1 2 , 4 1 4 6 7 , 1 1 5 3 5 , 0 1 8 3 1 , 4 4 8 4 , 9 3 1 6 , 0 1 0 2 0 , 5 1 7 2 , 1 3 6 1 1 , 1 0 5 9 , 1 2 3 3 3 , 6 1 1 4 2 , 5 1 $ 0 7 3 , 2 0 9 1 , 4 0 3 2 , 1 0 2 2 , 5 0 3 7 , 7 0 8 8 , 2 0 6 0 , 2 0 3 5 , 2 2 0 5 2 , 3 3 4 2 , 2 0 4 2 , 1 7 2 9 , 5 0 1 4 , 3 0 2 3 , 1 0 2 8 0 9 7 , 1 0 4 3 , 4 1 0 4 , 2 0 0 9 , 1 0 0 7 , 1 0 9 3 , 1 0 7 2 , 1 0 7 4 , 2 0 9 7 , 2 0 7 3 , 2 2 8 9 , 6 1 0 2 8 , 5 2 0 7 7 , 2 0 8 7 , 5 0 3 2 , 3 0 7 3 , 3 0 0 5 , 1 0 4 3 , 3 0 0 7 , 1 0 1 3 , 1 0 7 5 , 1 0 2 7 , 1 0 2 3 , 3 0 4 2 , 5 0 8 3 , 1 0 1 1 , 2 0 1 2 , 3 0 9 7 , 1 0 8 5 , 6 0 4 7 0 7 9 , 5 0 9 9 , 4 0 7 6 , 3 $ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ C S , e l l i v n o s p m S i C S , g r u b n a t r a p S N T , a g o o n a t t a h C N T , e l l i v e n e e r G N T , e l l i v x o n K N T , s i h p m e M N T , n i l k n a r F N T , n i l k n a r F N T , o r o b s e e r f r u M N T , a m o h a l l u T N T , e l l i v h s a N X T , n w o t y a B X T , e r i a l l e B X T , n i t s u A X T , n a y r B X T , n a y r B X T , n o i t a t S e g e l l o C X T , i t s i r h C s u p r o C X T , s a l l a D X T , s a l l a D X T , s a l l a D X T , s a l l a D X T , s a l l a D X T , k r a P r e e D X T , h t r o W X T , h t r o W . t F . t F X T , d n a l r a G X T , o s a P l E X T , o c s i r F X T , e g a l l i V d n a l h g i H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o t s u o H X T , n o i t a t S e g e l l o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I & I s r e n r o C w e i v r i a F . . g n i s s o r C e g d R i t s a E e c a l P t e k r a M t s e r c l l i H i r e t n e C g n p p o h S n e l G n o s t a W . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e r a u q S n o s m a i l l i W s n o m m o C e l l i v e n e e r G . k o o l r e v O n o t s g n K i k e e r c f l o W t a s n o m m o C e h T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e r a u q S n w o t e g r o e G . . l a r t n e C e c r e m m o C . g n i s s o r C r e m r a P e g a l l i V o r o b h s a N i r e t n e C g n p p o h S n w o t y a B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i o n m a C l E e r a u q S n a y r B . e r i h s n w o T n o i t a t S l a r t n e C g n i s s o r C e i r i a r P k c o R . . . . . . . . . . . . . . . . . e g a l l i V l e m r a C e g a l l i V t n o m e r a l C . . . a z a l P r e l s s e K e g a l l i V k r a P s n e v e t S . a z a l P l a y o R b b e W e g a l l i V d o o w e n n y W . . . . . . n w o t k r a P g n i s s o r C y h t r o w n e K . . . . . . . . i e g d R n o t s e r P a z a l P a e l g d R i s n o m m o C y t i n i r T . . . a z a l P e g a l l i V r e t n e C n w o T e g a l l i V d n a l h g i H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t s e r o F y a B h t u o S y a w t l e B s t h g i e H s e a r B r e t n e C s k a O s e a r B . . . . . . . . . e t a g s e a r B y a w d a o r B i h t u o S o n m a C e k a L r a e l C . . . . . . . . . . . . . . . . . . . . s r e n r o C e n o t s h t r a e H . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e g a l l i V r e t s e J . a z a l P s e n o J e r a u q S s e n o J d o o w e l p a M k r a P s t n a h c r e M . . . . . . e r o h s h t r o N e t a g h t r o N a z a l P n w o t h t r o N . e v o r G e g n a r O F-54 r e v o e f i L h c i h W – d e t a i c e r p e D t s e t a L e m o c n I t n e m e t a t S s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 s r a e y 0 4 e t a D d e r i u q c A r a e Y ) 1 ( d e t c u r t s n o C d e t a l u m u c c A n o i t a i c e r p e D l a t o T 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 3 1 - t c O 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n u J 1 1 - n 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t s u o H X T , n o t s u o H X T , n o t s u o H X T , y t a K X T , a n e d a s a P X T , a n e d a s a P X T , d n a l r a e P X T , a s s e d O X T , o n a l P X T , o n a l P X T , y t i C s a x e T X T , d r o f f a t S X T , s d n a l d o o W e h T A V , e l l i v s c i n a h c e M X T , a i r o t c i V A V , r e p e p u C l A V , h c a e B a i n i g r i V A V , d n o m h c i R A V , e k o n a o R A V , e k o n a o R I W , d l e i f n e e r G I W , n o u q e M I W , n i l r e B w e N I W , d n e B t s e W T V , d n a l t u R A V , e s i W V W , e l l i v s d n u o M V W , g r u b s r e k r a P s u o i r a V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e g a l l i V s k a O l a y o R r e t n e C e d l i w e l g n a T s n o m m o C r e m i e h t s e W . . . . . k r a P n o s r e f f e J g n i s s o r C d a o R y r F r e t n e C n w o T d o o w n W i a n e d a s a P – e r t n e C s d a o r s s o r C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P d n a l r a e P . a z a l P t e k r a M e r a u q S r e c n e p S e g a l l i V k r a P n o t s e r P . . . w o d a e M s ’ n a g e e K . . . y a B y t i C s a x e T r e t n e C e l a v d n W i o r r a v a N t a e r t n e C e h T e r a u q S n w o T r e p e p u C l . . . . . . . . . . . . . . . . . . . e r a u q S r e v o n a H e r a u q S k c u n r e k c u T s r e n r o C g n i r p S e v a C . . . . . . . . . . . a z a l P p o t l l i H s l l i H g n i t n u H e r t n e C w e i v e g d R i . . . . a z a l P d n a l t u R . l l a M g n i r p S s n o i l i v a P n o u q e M i r t C g n p p o h S e r a u q S d n a l r o o M F-55 . . . . . . . . . . . . . . . . . . . . . . . . . . . . a z a l P e l l i v s d n u o M n o i l i v a P e s i d a r a P a z a l P l a r t n e C d n a r G . o i l o f t r o p g n n i a m e R i ) 0 5 2 , 1 8 4 , 2 ( $ 0 0 6 , 3 2 1 , 0 1 $ 1 7 5 , 6 5 3 , 8 $ 9 2 0 , 7 6 7 , 1 $ 9 2 7 , 9 1 6 , 1 $ 1 2 7 , 5 5 7 , 6 $ 0 5 1 , 8 4 7 , 1 $ ) 0 0 0 , 7 ( $ s a h t n e m p o l e v e d e r o n f i t l i u b r a e y n o d e s a b r o r e t n e c i g n p p o h s e h t f o t n e m p o l e v e d e r t n e c e r t s o m e h t f o r a e y e h t n o d e s a b d e t a l u c l a c s i d e t c u r t s n o c r a e Y ) 1 ( . d e r r u c c o The aggregate cost for Federal income tax purposes was approximately $11.2 billion at December 31, 2019. Year Ending December 31, 2019 2018 2017 [a] Reconciliation of total real estate carrying value is as follows: Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . $10,098,777 $10,921,491 $11,009,058 Acquisitions and improvements . . . . . . . . . . . . . . . . . . . Real estate held for sale . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of real estate . . . . . . . . . . . . . . . . . . . . . . . 478,719 (36,836) (24,402) 301,218 (4,148) (45,828) 408,570 (34,169) (27,300) Cost of property sold . . . . . . . . . . . . . . . . . . . . . . . . . . (305,380) (975,936) (358,972) Write-off of assets no longer in service . . . . . . . . . . . . . . (87,278) (98,020) (75,696) Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . $10,123,600 $10,098,777 $10,921,491 [b] Reconciliation of accumulated depreciation as follows: Balance at beginning of year . . . . . . . . . . . . . . . . . . . . . Depreciation expense . . . . . . . . . . . . . . . . . . . . . . . . . . Property sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Write-off of assets no longer in service . . . . . . . . . . . . . . $ 2,349,127 299,993 (99,305) (68,565) $ 2,361,070 320,490 (252,319) (80,114) $ 2,167,054 342,035 (87,169) (60,850) Balance at end of year . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,481,250 $ 2,349,127 $ 2,361,070 F-56 BOARD OF DIRECTORS John G. Schreiber Chairman of the Board of Directors, Brixmor Property Group Inc. President, Centaur Capital Partners, Inc. Thomas W. Dickson Former Chief Executive Officer, Harris Teeter Supermarkets, Inc. Michael Berman Former Chief Financial Officer, GGP Inc. Julie Bowerman Chief Global Digital, Consumer and Customer Experience Officer, Kellogg Company Sheryl M. Crosland Former Managing Director and Retail Sector Head, JP Morgan Investment Management 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. EXECUTIVE LEADERSHIP James M. Taylor Jr. Chief Executive Officer and President Brian T. Finnegan Executive Vice President, Leasing Angela Aman Executive Vice President, Chief Financial Officer and Treasurer William L. Brown Executive Vice President, Development and Redevelopment Haig Buchakjian Executive Vice President, Operations Steven Gallagher Senior Vice President, Chief Accounting Officer Mark T. Horgan Executive Vice President, Chief Investment Officer Steven F. Siegel Executive Vice President, General Counsel and 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 

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