EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended September 30, ~~2017~~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. ~~The~~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”) ~~which~~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"~~“General Partner”), the sole general partner of the Operating Partnership. As of September 30, ~~2017,~~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 quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single ~~report provides the following benefits:~~report:

Enhances investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. ~~The management of the Parent Company consists of the same individuals as the management of~~Because the Operating ~~Partnership. These individuals are officers of both~~Partnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating ~~Partnership.~~

Partnership, the Parent Company’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to the Parent Company’s board of directors as the Operating Partnership’s board of directors.

We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its indirect interest in the Operating Partnership. As a result, the Parent Company does not conduct business itself other than issuing public equity from time to time. The Parent Company does not incur any material indebtedness. The Operating Partnership holds substantially all of our assets. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all ~~remaining~~ capital required by the Company’s business. Sources of this capital include the Operating Partnership’s operations and its direct or indirect incurrence of ~~indebtedness, and the issuance of OP Units.~~indebtedness.

~~Stockholders’ equity, partners’~~Equity, capital, and non-controlling interests are the primary areas of difference between the unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership’s capital currently includes OP Units owned by the Parent Company through BPG Sub and the General Partner and has in the past and may in the future include OP Units owned by third parties. OP Units owned by third parties, if any, are accounted for in ~~partners’~~ capital in the Operating Partnership’s financial statements and outside of ~~stockholders’~~ equity in non-controlling interests in the Parent Company’s financial statements.

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.

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~~certifications of periodic report under Section 302 of the Sarbanes-Oxley Act of 2002 and separate ~~certification~~certifications pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

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

TABLE OF CONTENTS


Item No.		Page		Page
Part I - FINANCIAL INFORMATION
1.	Financial Statements	5	Financial Statements	1
	Brixmor Property Group Inc. (unaudited)		Brixmor Property Group Inc. (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	5	Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016	6	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016	7	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2019 and 2018	3
	Condensed Consolidated Statements of Changes in Equity for the Nine Months Ended September 30, 2017 and 2016	8	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2019 and 2018	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	9	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	6
	Brixmor Operating Partnership LP (unaudited)		Brixmor Operating Partnership LP (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	10	Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018	7
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016	11	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018	8
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016	12	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2019 and 2018	9
	Condensed Consolidated Statements of Changes in Capital for the Nine Months Ended September 30, 2017 and 2016	13	Condensed Consolidated Statements of Changes in Capital for the Three and Nine Months Ended September 30, 2019 and 2018	10
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	14	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018	12
	Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited)		Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited)
	Notes to Condensed Consolidated Financial Statements	15	Notes to Condensed Consolidated Financial Statements	13
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
3.	Quantitative and Qualitative Disclosures about Market Risk	48	Quantitative and Qualitative Disclosures about Market Risk	47
4.	Controls and Procedures	48	Controls and Procedures	47
Part II - OTHER INFORMATION
1.	Legal Proceedings	49	Legal Proceedings	47
1A.	Risk Factors	49	Risk Factors	47
2.	Unregistered Sales of Equity Securities and Use of Proceeds	49	Unregistered Sales of Equity Securities and Use of Proceeds	48
3.	Defaults Upon Senior Securities	49	Defaults Upon Senior Securities	48
4.	Mine Safety Disclosures	49	Mine Safety Disclosures	48
5.	Other Information	49	Other Information	48
6.	Exhibits	50	Exhibits	49

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 our Form 10-K for the year ended December 31, ~~2016,~~2018, 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 orand local economic ~~climates;~~climates or demographics; (2) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio; (3) ~~changes in market rental rates; (4) changes in the regional demographics surrounding our properties; (5)~~ competition from other available properties and e-commerce, and the attractiveness of properties in our Portfolio to our tenants; ~~(6)~~(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 ~~the~~their ability ~~of tenants~~ to pay rent and expense reimbursements; ~~(7)~~(5) in the case of percentage ~~rent,~~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 ~~13 -~~15 – Commitments and Contingencies to our unaudited Condensed 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.

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

													BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES	CONDENSED CONSOLIDATED BALANCE SHEETS	(Unaudited, in thousands, except share information)
	September 30, 2017			December 31, 2016			September 30, 2019			December 31, 2018
Assets
Real estate
Land	$	1,985,781		$	2,006,655		$	1,779,161		$	1,804,504
Buildings and improvements	8,944,738			9,002,403			8,342,194			8,294,273
	10,930,519			11,009,058			10,121,355			10,098,777
Accumulated depreciation and amortization	(2,320,090		)	(2,167,054		)	(2,452,678		)	(2,349,127		)
Real estate, net	8,610,429			8,842,004			7,668,677			7,749,650

Investments in and advances to unconsolidated joint venture	—			7,921
Cash and cash equivalents	29,978			51,402			29,072			41,745
Restricted cash	112,040			51,467			2,409			9,020
Marketable securities	28,840			25,573			19,109			30,243
Receivables, net of allowance for doubtful accounts of $16,177 and $16,756	219,873			178,216
Receivables, net							223,323			228,297
Deferred charges and prepaid expenses, net	143,140			122,787			151,125			145,662
Real estate assets held for sale							6,186			2,901
Other assets	51,920			40,315			60,260			34,903
Total assets	$	9,196,220		$	9,319,685		$	8,160,161		$	8,242,421


Liabilities
Debt obligations, net	$	5,713,688		$	5,838,889		$	4,852,510		$	4,885,863
Accounts payable, accrued expenses and other liabilities	561,191			553,636			548,288			520,459
Total liabilities	6,274,879			6,392,525			5,400,798			5,406,322

Commitments and contingencies (Note 13)
Commitments and contingencies (Note 15)							—			—

Equity
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 304,937,144 and 304,343,141 shares outstanding	3,049			3,043
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 305,323,128 and 305,130,472 shares issued and 297,846,251 and 298,488,516 shares outstanding							2,978			2,985
Additional paid-in capital	3,333,696			3,324,874			3,226,531			3,233,329
Accumulated other comprehensive income	20,054			21,519
Accumulated other comprehensive income (loss)							(13,207		)	15,973
Distributions in excess of net income	(435,458		)	(426,552		)	(456,939		)	(416,188		)
Total stockholders’ equity	2,921,341			2,922,884
Non-controlling interests	—			4,276
Total equity	2,921,341			2,927,160			2,759,363			2,836,099
Total liabilities and equity	$	9,196,220		$	9,319,685		$	8,160,161		$	8,242,421
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

																									BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	(Unaudited, in thousands, except per share data)
	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Revenues
Rental income	$	246,578		$	247,859		$	749,976		$	744,580		$	292,732		$	306,172		$	873,424		$	935,689
Expense reimbursements	66,489			69,469			206,718			200,944
Other revenues	1,429			1,249			6,426			6,214			233			308			1,685			996
Total revenues	314,496			318,577			963,120			951,738			292,965			306,480			875,109			936,685

Operating expenses
Operating costs	30,505			31,041			100,955			97,507			29,573			31,969			90,138			101,340
Real estate taxes	45,076			47,812			135,607			130,886			43,688			44,711			130,203			135,383
Depreciation and amortization	94,239			98,337			285,040			294,634			82,837			85,183			249,825			266,900
Provision for doubtful accounts	1,216			2,218			4,023			6,579			—			3,094			—			6,458
Impairment of real estate assets	11,065			1,971			27,383			1,971			8,170			16,372			17,468			44,201
General and administrative	22,838			21,787			67,043			69,709			24,550			21,209			75,168			64,955
Total operating expenses	204,939			203,166			620,051			601,286			188,818			202,538			562,802			619,237

Other income (expense)
Dividends and interest	76			89			234			481			128			156			575			356
Interest expense	(57,410		)	(57,855		)	(170,584		)	(171,482		)	(47,698		)	(55,364		)	(142,839		)	(165,735		)
Gain on sale of real estate assets	25,942			2,450			54,920			10,232			25,621			119,333			46,266			159,043
Gain (loss) on extinguishment of debt, net	1,828			(1,042		)	488			(949		)
Loss on extinguishment of debt, net													(943		)	(19,759		)	(1,620		)	(20,182		)
Other	(1,200		)	(1,370		)	(2,591		)	(4,258		)	(401		)	(962		)	(1,975		)	(2,200		)
Total other expense	(30,764		)	(57,728		)	(117,533		)	(165,976		)

Income before equity in income of unconsolidated joint venture	78,793			57,683			225,536			184,476
Equity in income of unconsolidated joint venture	31			122			381			348
Gain on disposition of unconsolidated joint venture interest	4,556			—			4,556			—
Total other income (expense)													(23,293		)	43,404			(99,593		)	(28,718		)

Net income	83,380			57,805			230,473			184,824			$	80,854		$	147,346		$	212,714		$	288,730

Net income attributable to non-controlling interests	—			(313		)	(76		)	(2,399		)

Net income attributable to Brixmor Property Group Inc.	83,380			57,492			230,397			182,425
Preferred stock dividends	—			—			(39		)	—
Net income attributable to common stockholders	$	83,380		$	57,492		$	230,358		$	182,425
Per common share:
Net income attributable to common stockholders:
Net income:
Basic	$	0.27		$	0.19		$	0.76		$	0.61		$	0.27		$	0.49		$	0.71		$	0.95
Diluted	$	0.27		$	0.19		$	0.75		$	0.61		$	0.27		$	0.49		$	0.71		$	0.95
Weighted average shares:
Basic	304,936			303,013			304,810			300,697			298,031			302,170			298,257			303,031
Diluted	305,176			303,521			305,175			301,146			298,879			302,382			298,927			303,213
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

																									BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	(Unaudited, in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Net income	$	83,380		$	57,805		230,473			184,824			$	80,854		$	147,346		$	212,714		$	288,730
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)	(962		)	1,321			(1,434		)	2,413			(5,332		)	(1,242		)	(29,373		)	2,950
Change in unrealized gain (loss) on marketable securities	(11		)	(54		)	(31		)	81			12			—			193			(40		)
Total other comprehensive income (loss)	(973		)	1,267			(1,465		)	2,494			(5,320		)	(1,242		)	(29,180		)	2,910
Comprehensive income	82,407			59,072			229,008			187,318			$	75,534		$	146,104		$	183,534		$	291,640
Comprehensive income attributable to non-controlling interests	—			(313		)	(76		)	(2,399		)
Comprehensive income attributable to common stockholders	$	82,407		$	58,759		$	228,932		$	184,919
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, in thousands)

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, 2016 299,138
$ 2,991
$ 3,270,246
$ (2,509 ) $ (400,945 ) $ 50,519
$ 2,920,302
Common stock dividends ($0.735 per common share) —
—
—
—
(221,828 ) —
(221,828 )
Distributions to non-controlling interests —
—
—
—
—
(2,304 ) (2,304 )
Equity based compensation expense —
—
7,954
—
—
87
8,041
Issuance of common stock and OP Units 207
2
(1,395 ) —
—
1,604
211
Other comprehensive income —
—
—
2,494
—
—
2,494
Conversion of Operating Partnership units into common stock 4,976
50
47,876
—
—
(47,926 ) —
Shared-based awards retained for taxes —
—
(3,206 ) —
—
—
(3,206 )
Net income —
—
—
—
182,425
2,399
184,824
Ending balance, September 30, 2016 304,321
$ 3,043
$ 3,321,475
$ (15 ) $ (440,348 ) $ 4,379
$ 2,888,534

Beginning balance, January 1, 2017 304,343
$ 3,043
$ 3,324,874
$ 21,519
$ (426,552 ) $ 4,276
$ 2,927,160
Common stock dividends ($0.78 per common share) —
—
—
—
(238,662 ) —
(238,662 )
Equity based compensation expense —
—
7,835
—
—
3
7,838
Preferred stock redemptions/dividends —
—
—
—
(641 ) (648 ) (1,289 )
Issuance of common stock and OP Units 191
6
—
—
—
(6 ) —
Other comprehensive loss —
—
—
(1,465 ) —
—
(1,465 )
Conversion of Operating Partnership units into common stock 403
—
3,701
—
—
(3,701 ) —
Shared-based awards retained for taxes —
—
(2,714 ) —
—
—
(2,714 )
Net income —
—
—
—
230,397
76
230,473
Ending balance, September 30, 2017 304,937
$ 3,049
$ 3,333,696
$ 20,054
$ (435,458 ) $ —
$ 2,921,341
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited, in thousands, except per share data)
	Common Stock
	Number		Amount			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Distributions in Excess of Net Income			Total
Beginning balance, January 1, 2019	298,489		$	2,985		$	3,233,329		$	15,973		$	(416,188	)	$	2,836,099
ASC 842 cumulative adjustment	—		—			—			—			(1,974		)	(1,974		)
Common stock dividends ($0.28 per common share)	—		—			—			—			(83,839		)	(83,839		)
Equity based compensation expense	—		—			2,641			—			—			2,641
Other comprehensive loss	—		—			—			(9,925		)	—			(9,925		)
Issuance of common stock and OP Units	158		2			—			—			—			2
Repurchases of common stock	(660	)	(7		)	(11,579		)	—			—			(11,586		)
Share-based awards retained for taxes	—		—			(1,547		)	—			—			(1,547		)
Net income	—		—			—			—			62,900			62,900
Ending balance, March 31, 2019	297,987		2,980			3,222,844			6,048			(439,101		)	2,792,771
Common stock dividends ($0.28 per common share)	—		—			—			—			(83,827		)	(83,827		)
Equity based compensation expense	—		—			3,353			—			—			3,353
Other comprehensive loss	—		—			—			(13,935		)	—			(13,935		)
Issuance of common stock and OP Units	34		—			—			—			—			—
Repurchases of common stock	(175	)	(2		)	(2,975		)	—			—			(2,977		)
Share-based awards retained for taxes	—		—			(164		)	—			—			(164		)
Net income	—		—			—			—			68,960			68,960
Ending balance, June 30, 2019	297,846		2,978			3,223,058			(7,887		)	(453,968		)	2,764,181
Common stock dividends ($0.28 per common share)	—		—			—			—			(83,825		)	(83,825		)
Equity based compensation expense	—		—			3,473			—			—			3,473
Other comprehensive loss	—		—			—			(5,320		)	—			(5,320		)
Net income	—		—			—			—			80,854			80,854
Ending balance, September 30, 2019	297,846		$	2,978		$	3,226,531		$	(13,207	)	$	(456,939	)	$	2,759,363
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Nine Months Ended September 30,
2017 2016
Operating activities:
Net income $ 230,473
$ 184,824
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 285,040
294,634
Debt premium and discount amortization (4,371 ) (10,630 )
Deferred financing cost amortization 5,283
5,827
Above- and below-market lease intangible amortization (23,012 ) (29,471 )
Provisions for impairment 27,383
1,971
Gain on disposition of operating properties (54,920 ) (10,232 )
Gain on disposition of unconsolidated joint venture interest (4,556 ) —
Equity based compensation 7,838
8,041
Other 1,836
797
(Gain) loss on extinguishment of debt, net (494 ) 937
Changes in operating assets and liabilities:
Receivables (15,675 ) 4,042
Deferred charges and prepaid expenses (41,760 ) (33,101 )
Other assets (3,753 ) 350
Accounts payable, accrued expenses and other liabilities 11,801
3,202
Net cash provided by operating activities 421,113
421,191

Investing activities:
Improvements to and investments in real estate assets (140,036 ) (135,868 )
Acquisitions of real estate assets (111,790 ) (6,733 )
Proceeds from sales of real estate assets 228,680
31,068
Proceeds from sale of unconsolidated joint venture interest 12,369
—
Purchase of marketable securities (23,998 ) (35,172 )
Proceeds from sale of marketable securities 20,640
31,622
Net cash used in investing activities (14,135 ) (115,083 )

Financing activities:
Repayment of debt obligations and financing liabilities (396,356 ) (865,918 )
Repayment of borrowings under unsecured revolving credit facility (548,000 ) (805,000 )
Proceeds from borrowings under unsecured revolving credit facility 426,000
481,000
Proceeds from unsecured term loan and notes 1,193,916
1,094,648
Repayment of borrowings under unsecured term loan (790,000 ) —
Deferred financing costs (11,179 ) (17,698 )
Distributions to common stockholders (238,106 ) (220,627 )
Distributions to non-controlling interests (1,390 ) (3,492 )
Repurchase of common shares in conjunction with equity award plans (2,714 ) (3,206 )
Net cash used in financing activities (367,829 ) (340,293 )

Change in cash, cash equivalents and restricted cash 39,149
(34,185 )
Cash, cash equivalents and restricted cash at beginning of period 102,869
110,990
Cash, cash equivalents and restricted cash at end of period $ 142,018
$ 76,805

Reconciliation to consolidated balance sheets
Cash and cash equivalents $ 29,978
$ 31,143
Restricted cash 112,040
45,662
Cash, cash equivalents and restricted cash at end of period $ 142,018
$ 76,805

Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $2,268 and $1,918 $ 176,524
$ 183,505
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited, in thousands, except per share data)
	Common Stock
	Number		Amount			Additional Paid-in Capital			Accumulated Other Comprehensive Income			Distributions in Excess of Net Income			Total
Beginning balance, January 1, 2018	304,620		$	3,046		$	3,330,466		$	24,211		$	(449,375	)	$	2,908,348
Common stock dividends ($0.275 per common share)	—		—			—			—			(83,479		)	(83,479		)
Equity based compensation expense	—		—			2,484			—			—			2,484
Other comprehensive income	—		—			—			4,687			—			4,687
Issuance of common stock and OP Units	128		1			—			—			—			1
Repurchases of common stock	(1,922	)	(19		)	(29,746		)	—			—			(29,765		)
Share-based awards retained for taxes	—		—			(1,722		)	—			—			(1,722		)
Net income	—		—			—			—			61,022			61,022
Ending balance, March 31, 2018	302,826		3,028			3,301,482			28,898			(471,832		)	2,861,576
Common stock dividends ($0.275 per common share)	—		—			—			—			(83,584		)	(83,584		)
Equity based compensation expense	—		—			2,784			—			—			2,784
Other comprehensive loss	—		—			—			(535		)	—			(535		)
Issuance of common stock and OP Units	42		1			—			—			—			1
Repurchases of common stock	(241	)	(3		)	(3,497		)	—			—			(3,500		)
Share-based awards retained for taxes	—		—			(133		)	—			—			(133		)
Net income	—		—			—			—			80,362			80,362
Ending balance, June 30, 2018	302,627		3,026			3,300,636			28,363			(475,054		)	2,856,971
Common stock dividends ($0.275 per common share)	—		—			—			—			(82,872		)	(82,872		)
Equity based compensation expense	—		—			2,738			—			—			2,738
Other comprehensive loss	—		—			—			(1,242		)	—			(1,242		)
Issuance of common stock and OP Units	2		—			—			—			—			—
Repurchases of common stock	(2,737	)	(27		)	(48,643		)	—			—			(48,670		)
Share-based awards retained for taxes	—		—			(9		)	—			—			(9		)
Net income	—		—			—			—			147,346			147,346
Ending balance, September 30, 2018	299,892		$	2,999		$	3,254,722		$	27,121		$	(410,580	)	$	2,874,262
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except unit information)
September 30, 2017 December 31, 2016
Assets
Real estate
Land $ 1,985,781
$ 2,006,655
Buildings and improvements 8,944,738
9,002,403
10,930,519
11,009,058
Accumulated depreciation and amortization (2,320,090 ) (2,167,054 )
Real estate, net 8,610,429
8,842,004

Investments in and advances to unconsolidated joint venture —
7,921
Cash and cash equivalents 29,948
51,368
Restricted cash 112,040
51,467
Marketable securities 28,622
25,356
Receivables, net of allowance for doubtful accounts of $16,177 and $16,756 219,873
178,216
Deferred charges and prepaid expenses, net 143,140
122,787
Other assets 51,920
40,315
Total assets $ 9,195,972
$ 9,319,434

Liabilities
Debt obligations, net $ 5,713,688
$ 5,838,889
Accounts payable, accrued expenses and other liabilities 561,191
553,636
Total liabilities 6,274,879
6,392,525

Commitments and contingencies (Note 13)

Capital
Partnership common units; 304,937,144 and 304,720,842 units issued and outstanding 2,901,026
2,905,378
Accumulated other comprehensive income 20,067
21,531
Total capital 2,921,093
2,926,909
Total liabilities and capital $ 9,195,972
$ 9,319,434
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
	Nine Months Ended September 30,
	2019			2018
Operating activities:
Net income	$	212,714		$	288,730
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	249,825			266,900
Debt premium and discount amortization	1,053			(2,804		)
Deferred financing cost amortization	5,299			4,909
Accretion of above- and below-market leases, net	(14,125		)	(20,644		)
Impairment of real estate assets	17,468			44,201
Gain on sale of real estate assets	(46,266		)	(159,043		)
Equity based compensation, net	8,847			8,006
Other	2,694			2,587
Loss on extinguishment of debt, net	1,620			20,182
Changes in operating assets and liabilities:
Receivables, net	(13,532		)	1,416
Deferred charges and prepaid expenses	(30,138		)	(35,840		)
Other assets	(74		)	3,637
Accounts payable, accrued expenses and other liabilities	4,548			(22,055		)
Net cash provided by operating activities	399,933			400,182

Investing activities:
Improvements to and investments in real estate assets	(282,211		)	(185,048		)
Acquisitions of real estate assets	(79,634		)	(8,994		)
Proceeds from sales of real estate assets	239,838			676,959
Purchase of marketable securities	(36,045		)	(27,923		)
Proceeds from sale of marketable securities	47,509			25,076
Net cash provided by (used in) investing activities	(110,543		)	480,070

Financing activities:
Repayment of secured debt obligations	—			(518,308		)
Repayment of borrowings under unsecured revolving credit facility	(541,000		)	(74,000		)
Proceeds from borrowings under unsecured revolving credit facility	235,000			215,000
Proceeds from unsecured notes	771,623			250,000
Repayment of borrowings under unsecured term loans	(500,000		)	(435,000		)
Deferred financing and debt extinguishment costs	(6,689		)	(29,017		)
Distributions to common stockholders	(251,334		)	(250,886		)
Repurchases of common shares	(14,563		)	(81,935		)
Repurchases of common shares in conjunction with equity award plans	(1,711		)	(1,864		)
Net cash used in financing activities	(308,674		)	(926,010		)

Net change in cash, cash equivalents and restricted cash	(19,284		)	(45,758		)
Cash, cash equivalents and restricted cash at beginning of period	50,765			110,777
Cash, cash equivalents and restricted cash at end of period	$	31,481		$	65,019

Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	29,072		$	19,607
Restricted cash	2,409			45,412
Cash, cash equivalents and restricted cash at end of period	$	31,481		$	65,019

Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $2,401 and $1,798	$	134,507		$	173,079
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per unit data)
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Revenues
Rental income $ 246,578
$ 247,859
$ 749,976
$ 744,580
Expense reimbursements 66,489
69,469
206,718
200,944
Other revenues 1,429
1,249
6,426
6,214
Total revenues 314,496
318,577
963,120
951,738

Operating expenses
Operating costs 30,505
31,041
100,955
97,507
Real estate taxes 45,076
47,812
135,607
130,886
Depreciation and amortization 94,239
98,337
285,040
294,634
Provision for doubtful accounts 1,216
2,218
4,023
6,579
Impairment of real estate assets 11,065
1,971
27,383
1,971
General and administrative 22,838
21,787
67,043
69,709
Total operating expenses 204,939
203,166
620,051
601,286

Other income (expense)
Dividends and interest 76
89
234
481
Interest expense (57,410 ) (57,855 ) (170,584 ) (171,482 )
Gain on sale of real estate assets 25,942
2,450
54,920
10,232
Gain (loss) on extinguishment of debt, net 1,828
(1,042 ) 488
(949 )
Other (1,200 ) (1,370 ) (2,591 ) (4,258 )
Total other expense (30,764 ) (57,728 ) (117,533 ) (165,976 )

Income before equity in income of unconsolidated joint venture 78,793
57,683
225,536
184,476
Equity in income of unconsolidated joint venture 31
122
381
348
Gain on disposition of unconsolidated joint venture interest 4,556
—
4,556
—

Net income attributable to Brixmor Operating Partnership LP $ 83,380
$ 57,805
$ 230,473
$ 184,824
Per common unit:
Net income attributable to partnership common units:
Basic $ 0.27
$ 0.19
$ 0.76
$ 0.61
Diluted $ 0.27
$ 0.19
$ 0.76
$ 0.61
Weighted average number of partnership common units:
Basic 304,936
304,659
304,914
304,577
Diluted 305,176
305,167
305,175
305,026
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except unit information)
	September 30, 2019			December 31, 2018
Assets
Real estate
Land	$	1,779,161		$	1,804,504
Buildings and improvements	8,342,194			8,294,273
	10,121,355			10,098,777
Accumulated depreciation and amortization	(2,452,678		)	(2,349,127		)
Real estate, net	7,668,677			7,749,650

Cash and cash equivalents	29,054			41,619
Restricted cash	2,409			9,020
Marketable securities	18,886			30,023
Receivables, net	223,323			228,297
Deferred charges and prepaid expenses, net	151,125			145,662
Real estate assets held for sale	6,186			2,901
Other assets	60,260			34,903
Total assets	$	8,159,920		$	8,242,075


Liabilities
Debt obligations, net	$	4,852,510		$	4,885,863
Accounts payable, accrued expenses and other liabilities	548,288			520,459
Total liabilities	5,400,798			5,406,322

Commitments and contingencies (Note 15)	—			—

Capital
Partnership common units; 305,323,128 and 305,130,472 units issued and 297,846,251 and 298,488,516 units outstanding	2,772,321			2,819,770
Accumulated other comprehensive income (loss)	(13,199		)	15,983
Total capital	2,759,122			2,835,753
Total liabilities and capital	$	8,159,920		$	8,242,075
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income attributable to Brixmor Operating Partnership LP $ 83,380
$ 57,805
$ 230,473
$ 184,824
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6) (962 ) 1,321
(1,434 ) 2,413
Change in unrealized gain (loss) on marketable securities (10 ) (54 ) (30 ) 76
Total other comprehensive income (loss) (972 ) 1,267
(1,464 ) 2,489
Comprehensive income attributable to Brixmor Operating Partnership LP $ 82,408
$ 59,072
$ 229,009
$ 187,313
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenues
Rental income	$	292,732		$	306,172		$	873,424		$	935,689
Other revenues	233			308			1,685			996
Total revenues	292,965			306,480			875,109			936,685

Operating expenses
Operating costs	29,573			31,969			90,138			101,340
Real estate taxes	43,688			44,711			130,203			135,383
Depreciation and amortization	82,837			85,183			249,825			266,900
Provision for doubtful accounts	—			3,094			—			6,458
Impairment of real estate assets	8,170			16,372			17,468			44,201
General and administrative	24,550			21,209			75,168			64,955
Total operating expenses	188,818			202,538			562,802			619,237

Other income (expense)
Dividends and interest	128			156			575			356
Interest expense	(47,698		)	(55,364		)	(142,839		)	(165,735		)
Gain on sale of real estate assets	25,621			119,333			46,266			159,043
Loss on extinguishment of debt, net	(943		)	(19,759		)	(1,620		)	(20,182		)
Other	(401		)	(962		)	(1,975		)	(2,200		)
Total other income (expense)	(23,293		)	43,404			(99,593		)	(28,718		)

Net income	$	80,854		$	147,346		$	212,714		$	288,730
Per common unit:
Net income:
Basic	$	0.27		$	0.49		$	0.71		$	0.95
Diluted	$	0.27		$	0.49		$	0.71		$	0.95
Weighted average units:
Basic	298,031			302,170			298,257			303,031
Diluted	298,879			302,382			298,927			303,213
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited, in thousands)

Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total
Beginning balance, January 1, 2016 $ 2,922,565
$ (2,495 ) $ 2,920,070
Distributions to partners (224,148 ) —
(224,148 )
Equity based compensation expense 8,041
—
8,041
Other comprehensive income —
2,489
2,489
Issuance of OP Units 211
—
211
Share-based awards retained for taxes (3,206 ) —
(3,206 )
Net income attributable to Brixmor Operating Partnership LP 184,824
—
184,824
Ending balance, September 30, 2016 $ 2,888,287
$ (6 ) $ 2,888,281

Beginning balance, January 1, 2017 $ 2,905,378
$ 21,531
$ 2,926,909
Distributions to partners (239,949 ) —
(239,949 )
Equity based compensation expense 7,838
—
7,838
Other comprehensive loss —
(1,464 ) (1,464 )
Share-based awards retained for taxes (2,714 ) —
(2,714 )
Net income attributable to Brixmor Operating Partnership LP 230,473
—
230,473
Ending balance, September 30, 2017 $ 2,901,026
$ 20,067
$ 2,921,093
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net income	$	80,854		$	147,346		$	212,714		$	288,730
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)	(5,332		)	(1,242		)	(29,373		)	2,950
Change in unrealized gain (loss) on marketable securities	11			(4		)	191			(42		)
Total other comprehensive income (loss)	(5,321		)	(1,246		)	(29,182		)	2,908
Comprehensive income	$	75,533		$	146,100		$	183,532		$	291,638
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Nine Months Ended September 30,
2017 2016
Operating activities:
Net income attributable to Brixmor Operating Partnership LP $ 230,473
$ 184,824
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 285,040
294,634
Debt premium and discount amortization (4,371 ) (10,630 )
Deferred financing cost amortization 5,283
5,827
Above- and below-market lease intangible amortization (23,012 ) (29,471 )
Provisions for impairment 27,383
1,971
Gain on disposition of operating properties (54,920 ) (10,232 )
Gain on disposition of unconsolidated joint venture interest (4,556 ) —
Equity based compensation 7,838
8,041
Other 1,836
797
(Gain) loss on extinguishment of debt, net (494 ) 937
Changes in operating assets and liabilities:
Receivables (15,675 ) 4,042
Deferred charges and prepaid expenses (41,760 ) (33,101 )
Other assets (3,753 ) 350
Accounts payable, accrued expenses and other liabilities 11,801
3,202
Net cash provided by operating activities 421,113
421,191

Investing activities:
Improvements to and investments in real estate assets (140,036 ) (135,868 )
Acquisitions of real estate assets (111,790 ) (6,733 )
Proceeds from sales of real estate assets 228,680
31,068
Proceeds from sale of unconsolidated joint venture interest 12,369
—
Purchase of marketable securities (23,995 ) (35,163 )
Proceeds from sale of marketable securities 20,640
31,622
Net cash used in investing activities (14,132 ) (115,074 )

Financing activities:
Repayment of debt obligations and financing liabilities (396,356 ) (865,918 )
Repayment of borrowings under unsecured revolving credit facility (548,000 ) (805,000 )
Proceeds from borrowings under unsecured revolving credit facility 426,000
481,000
Proceeds from unsecured term loan and notes 1,193,916
1,094,648
Repayment of borrowings under unsecured term loan (790,000 ) —
Deferred financing costs (11,179 ) (17,698 )
Partner distributions (242,209 ) (227,348 )
Net cash used in financing activities (367,828 ) (340,316 )

Change in cash, cash equivalents and restricted cash 39,153
(34,199 )
Cash, cash equivalents and restricted cash at beginning of period 102,835
110,968
Cash, cash equivalents and restricted cash at end of period $ 141,988
$ 76,769

Reconciliation to consolidated balance sheets
Cash and cash equivalents $ 29,948
$ 31,107
Restricted cash 112,040
45,662
Cash, cash equivalents and restricted cash at end of period $ 141,988
$ 76,769

Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $2,268 and $1,918 $ 176,524
$ 183,505
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited, in thousands)

	Partnership Common Units			Accumulated Other Comprehensive Income (Loss)			Total
Beginning balance, January 1, 2019	$	2,819,770		$	15,983		$	2,835,753
ASC 842 cumulative adjustment	(1,974		)	—			(1,974		)
Distributions to partners	(83,964		)	—			(83,964		)
Equity based compensation expense	2,641			—			2,641
Other comprehensive loss	—			(9,925		)	(9,925		)
Issuance of OP Units	2			—			2
Repurchases of OP Units	(11,586		)	—			(11,586		)
Share-based awards retained for taxes	(1,547		)	—			(1,547		)
Net income	62,900			—			62,900
Ending balance, March 31, 2019	2,786,242			6,058			2,792,300
Distributions to partners	(83,597		)	—			(83,597		)
Equity based compensation expense	3,353			—			3,353
Other comprehensive loss	—			(13,936		)	(13,936		)
Issuance of OP Units	—			—			—
Repurchases of OP Units	(2,977		)	—			(2,977		)
Share-based awards retained for taxes	(164		)	—			(164		)
Net income	68,960			—			68,960
Ending balance, June 30, 2019	2,771,817			(7,878		)	2,763,939
Distributions to partners	(83,823		)	—			(83,823		)
Equity based compensation expense	3,473			—			3,473
Other comprehensive loss	—			(5,321		)	(5,321		)
Net income	80,854			—			80,854
Ending balance, September 30, 2019	$	2,772,321		$	(13,199	)	$	2,759,122
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited, in thousands)

	Partnership Common Units			Accumulated Other Comprehensive Income			Total
Beginning balance, January 1, 2018	$	2,883,875		$	24,224		$	2,908,099
Distributions to partners	(83,479		)	—			(83,479		)
Equity based compensation expense	2,484			—			2,484
Other comprehensive income	—			4,688			4,688
Issuance of OP Units	1			—			1
Repurchases of OP Units	(29,765		)	—			(29,765		)
Share-based awards retained for taxes	(1,722		)	—			(1,722		)
Net income	61,022			—			61,022
Ending balance, March 31, 2018	2,832,416			28,912			2,861,328
Distributions to partners	(83,584		)	—			(83,584		)
Equity based compensation expense	2,784			—			2,784
Other comprehensive loss	—			(534		)	(534		)
Issuance of OP Units	1			—			1
Repurchases of OP Units	(3,500		)	—			(3,500		)
Share-based awards retained for taxes	(133		)	—			(133		)
Net income	80,362			—			80,362
Ending balance, June 30, 2018	2,828,346			28,378			2,856,724
Distributions to partners	(82,865		)	—			(82,865		)
Equity based compensation expense	2,738			—			2,738
Other comprehensive loss	—			(1,246		)	(1,246		)
Repurchases of OP Units	(48,670		)	—			(48,670		)
Share-based awards retained for taxes	(9		)	—			(9		)
Net income	147,346			—			147,346
Ending balance, September 30, 2018	$	2,846,886		$	27,132		$	2,874,018
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
	Nine Months Ended September 30,
	2019			2018
Operating activities:
Net income	$	212,714		$	288,730
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	249,825			266,900
Debt premium and discount amortization	1,053			(2,804		)
Deferred financing cost amortization	5,299			4,909
Accretion of above- and below-market leases, net	(14,125		)	(20,644		)
Impairment of real estate assets	17,468			44,201
Gain on sale of real estate assets	(46,266		)	(159,043		)
Equity based compensation, net	8,847			8,006
Other	2,694			2,587
Loss on extinguishment of debt, net	1,620			20,182
Changes in operating assets and liabilities:
Receivables, net	(13,532		)	1,416
Deferred charges and prepaid expenses	(30,138		)	(35,840		)
Other assets	(74		)	3,637
Accounts payable, accrued expenses and other liabilities	4,548			(22,055		)
Net cash provided by operating activities	399,933			400,182

Investing activities:
Improvements to and investments in real estate assets	(282,211		)	(185,048		)
Acquisitions of real estate assets	(79,634		)	(8,994		)
Proceeds from sales of real estate assets	239,838			676,959
Purchase of marketable securities	(36,042		)	(27,922		)
Proceeds from sale of marketable securities	47,509			25,076
Net cash provided by (used in) investing activities	(110,540		)	480,071

Financing activities:
Repayment of secured debt obligations	—			(518,308		)
Repayment of borrowings under unsecured revolving credit facility	(541,000		)	(74,000		)
Proceeds from borrowings under unsecured revolving credit facility	235,000			215,000
Proceeds from unsecured notes	771,623			250,000
Repayment of borrowings under unsecured term loans	(500,000		)	(435,000		)
Deferred financing and debt extinguishment costs	(6,689		)	(29,017		)
Partner distributions and repurchases of OP Units	(267,503		)	(334,681		)
Net cash used in financing activities	(308,569		)	(926,006		)

Net change in cash, cash equivalents and restricted cash	(19,176		)	(45,753		)
Cash, cash equivalents and restricted cash at beginning of period	50,639			110,747
Cash, cash equivalents and restricted cash at end of period	$	31,463		$	64,994

Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	29,054		$	19,582
Restricted cash	2,409			45,412
Cash, cash equivalents and restricted cash at end of period	$	31,463		$	64,994

Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $2,401 and $1,798	$	134,507		$	173,079
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, 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"~~(“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of September 30, ~~2017,~~2019, the ~~Company's~~Company’s portfolio was comprised of ~~498 wholly owned~~409 shopping centers (the “Portfolio”) totaling approximately 8472 million square feet of ~~gross leasable area (the “Portfolio”). In addition, the Company has one land parcel currently under development.~~GLA. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas in the U.S., and ~~our~~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 accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The Company has determined that it is preferable to present underwriter fees associated with the Company’s issuance of unsecured senior notes in the line item Deferred financing costs as opposed to deducting the amount of the fees within the line item Proceeds from unsecured term loans and notes within financing activities in the accompanying unaudited Condensed Consolidated Statement of Cash Flows. In connection with this revised presentation, certain prior period balances have been adjusted to conform to the current period presentation described above. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, ~~2016~~2018 and accompanying notes included in the ~~Company's~~Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February ~~13, 2017.~~11, 2019.

Certain prior period balances in the accompanying unaudited Condensed Consolidated Statements of Operations have been reclassified to conform to the current period presentation for the adoption of Accounting Standards Codification Topic 842 “Leases” (“ASC 842”) (described below), which supersedes Accounting Standards Codification Topic 840 “Leases” (“ASC 840”).

Principles of Consolidation

The accompanying unaudited Condensed 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.

~~Real Estate~~Deferred Leasing and Financing Costs

~~Real estate assets are recognized~~Costs incurred in the Company's unaudited Condensed 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, andexecuting tenant ~~improvements), identifiable intangible assets and liabilities (consisting of above and below-market leases, in-place~~ leases and ~~tenant relationships) and assumed debt based on an evaluation of available information. Based on these estimates, the estimated fair value~~

~~is allocated to the acquired assets and assumed liabilities. Transaction costs incurred during the acquisition process~~long-term financings 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. If subsequent information regarding the fair value of the assets acquired and ~~liabilities assumed is received and estimates are refined, the appropriate adjustments are made to the purchase price allocation on a prospective basis.~~

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

In determining the value of in-place leases and tenant relationships, management evaluates the specific characteristics of each lease and the Company’s overall relationship with each tenant. Factors considered include, but are not limited to: the nature of the existing relationship with a tenant, the credit risk associated with a tenant, expectations surrounding lease renewals, estimated carrying costs of a property during a hypothetical expected lease-up period, current market conditions and costs to execute similar leases. Management also considers information obtained about a property in connection with its pre-acquisition due diligence. Estimated carrying costs include: property operating costs, insurance, real estate taxes and estimates of lost rentals at market rates. Costs to execute similar leases include leasing commissions and legal costs to the extent that such costs are not already incurred with a new lease that has been negotiated in connection with the purchase of a property. The values assigned to in-place leases and tenant relationships are amortized to Depreciation and amortization expense over the remaining term of each lease.

~~Certain real estate assets are depreciated~~ using the straight-line method over the ~~estimated useful lives~~term of the ~~assets.~~related lease or debt agreement, which approximates the effective interest method. For tenant leases, capitalized costs incurred include tenant improvements 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 ~~estimated useful lives are~~amortization of deferred leasing and financing costs is included in Depreciation and amortization and Interest expense, respectively, on the Company’s unaudited Condensed Consolidated

Statements of Operations and in Operating activities on the Company’s unaudited Condensed Consolidated Statements of Cash Flows.

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 ~~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~~leases under ASC 842. Rental revenue is recognized on a straight-line basis over the ~~life~~terms of the related leases. The cumulative difference between rental revenue recognized on the Company’s unaudited Condensed Consolidated Statements of Operations and contractual payment terms is recognized as deferred rent and included in Receivables, net on the accompanying unaudited Condensed 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 ~~capitalized and depreciated over their respective useful lives, while costs for ordinary repairs and maintenance activities~~recognized in the period the applicable expenditures are ~~expensed as~~ incurred.

~~When a~~In connection with the adoption of ASC 842, the Company has evaluated the lease and non-lease components within its leases 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 ~~asset is identified~~taxes, within this lease component. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

Certain leases also provide for percentage rents based upon the level of sales achieved by ~~management as held-for-sale,~~a lessee. Percentage rents are recognized upon the achievement of certain pre-determined sales levels and are included in Rental income on the Company’s unaudited Condensed 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 ~~discontinues depreciating~~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 unaudited Condensed Consolidated Statements of Operations. Prior period Provision for doubtful accounts is included in Operating expenses on the Company's unaudited Condensed 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 neighborhood and community 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 ~~estimates its sales price, net of estimated selling costs. If~~an operating lease liability based on the estimated net sales price of an asset is less than its net carrying value, a loss is recognized to reflect the estimated fair value. Properties classified as real estate held-for-sale generally represent properties that are under contract for sale and are expected to close within 12 months.

~~On a periodic basis, management assesses whether there are indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the~~present value of the ~~Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.~~

If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of current and projected operating cash flows (undiscounted and unleveraged), taking into accountminimum lease payments over the ~~anticipated and probability weighted holding period, are less than a real estate asset’s carrying value. Various factors are considered~~non-cancellable lease term. As the discount rates implicit in the ~~estimation process, including trends and prospects and~~leases are not readily determinable, the ~~effects of demand, competition, and other economic factors. Changes in any estimates and/or assumptions, including the anticipated holding period, could have a material impact~~Company uses its incremental secured borrowing rate, based on the ~~projected operating cash flows. If management determines that~~information available at the ~~carrying~~commencement date of each lease, to determine the present value of ~~a real estate asset is impaired, a loss is recognized for~~ the ~~excess of its carrying amount over its fair value.~~

~~In situations in which a~~associated lease or leases associated with a significant tenant have been, or are expected to be, terminated early, the Company evaluates the remaining useful lives of depreciable or amortizable assets in the asset group related to thepayments. The lease that will be terminated (i.e., tenant improvements, above and below market lease intangibles, in-place lease value and leasing commissions). Based upon consideration of the facts and circumstances surrounding the termination,terms utilized by the Company may ~~accelerate~~include options to extend or terminate the ~~depreciation~~lease when it is reasonably certain that it will exercise that option. The Company evaluates many factors, including current and ~~amortization associated~~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 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 ~~asset group.~~adoption of ASC 842, the Company has evaluated the lease and non-lease components within its leases 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 unaudited Condensed Consolidated Statements of Operations.

Income Taxes

~~The Parent Company~~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, ~~the Parent Company~~Brixmor Property Group Inc. must meet a number of 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, to its stockholders.~~gains. It is management’s intention to adhere to these requirements and maintain ~~the Parent Company’s~~Brixmor Property Group Inc.’s REIT status.

As a REIT, ~~the Parent Company~~Brixmor Property Group Inc. generally will not be subject to ~~United States~~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 on the Company’s taxable income do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

If ~~the Parent Company~~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 ~~(including any applicable alternative minimum tax)~~ and may not be able to qualify as a REIT for the four subsequent taxable years.

~~On April 3, 2017, BPG Sub’s status~~ Even if Brixmor Property Group Inc. qualifies for taxation as a REIT, ~~terminated when BPG Sub became a disregarded subsidiary of the Parent Company for United States~~Brixmor Property Group Inc. is subject to certain state and local taxes on its income and property, and to U.S. federal income ~~tax purposes. Prior to~~and excise taxes on its ~~termination of REIT status, BPG Sub had also~~undistributed taxable income as well as other income items, as applicable.

Brixmor Property Group Inc. has elected to ~~qualify~~treat certain of its subsidiaries as ~~a REIT under the Code and was subject to the same tax requirements and tax treatment as the Parent Company.~~

~~The Parent Company and BPG Sub have formed~~ taxable REIT subsidiaries (each a “TRS”), and ~~the Parent Company~~Brixmor Property Group Inc. may in the future elect to treat newly formed and/or other existing subsidiaries as ~~taxable REIT subsidiaries which would be subject to income tax. Taxable REIT subsidiaries~~TRSs. A TRS may participate in non-real ~~estate-related~~estate related activities and/or perform non-customary services for tenants and ~~are~~is subject to ~~United States~~certain limitations under the Code. A TRS is subject to U.S. federal and state income ~~tax~~taxes at regular corporate ~~tax~~ rates.

~~The Operating Partnership is organized as a limited partnership and is generally~~ Income taxes related to Brixmor Property Group Inc.’s TRSs do not ~~subject to federal income tax. Accordingly, no provision for federal income taxes has been reflected in~~materially impact the ~~accompanying~~ unaudited Condensed Consolidated Financial ~~Statements. The Operating Partnership, however, may be subject to certain state and local income taxes or franchise taxes.~~Statements of the Company.

The Company has ~~analyzed~~considered the tax ~~position~~positions taken ~~on income tax returns~~ for the open ~~2013 through 2017~~ tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of September 30, ~~2017~~2019 and December 31, ~~2016.~~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 unaudited Condensed Consolidated Statements of Operations.

New Accounting Pronouncements

In ~~August 2017,~~November 2018, the ~~FASB issued~~Financial Accounting Standards ~~Update ("ASU"~~Board (“FASB”) ~~2017-12 "Derivatives and Hedging (Topic 815)."~~issued ASU ~~2017-12 amends guidance~~2018-19, “Codification Improvements to ~~more closely align~~Topic 326, Financial Instruments-Credit Losses.” ASU 2018-19 clarifies that receivables arising from operating leases are not within the ~~results~~scope of ~~cash flow and fair value hedge accounting~~Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with ~~risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements.~~ASC 842, Leases. The standard is effective on January 1, ~~2019,~~2020, with early adoption permitted. The Company does not expect the adoption of ASU ~~2017-12~~2018-19 to have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. Information regarding the adoption of ASC 842 is described below.

In ~~May 2017,~~October 2018, the FASB issued ASU ~~2017-09, "Compensation - Stock Compensation~~2018-16, “Derivatives and Hedging (Topic ~~718)~~815)."” ASU ~~2017-09 clarifies~~2018-16 amends guidance ~~about which changes~~ to permit the ~~terms or conditions~~use of the Overnight Index Swap rate based on the Secured Overnight Financing Rate as a ~~share-based payment award require an entity to apply modification accounting.~~U.S. benchmark interest rate for hedge accounting purposes under Topic 815. The standard isbecame effective on January 1, 2018, with early adoption permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In January 2017, the FASB issued ASU 2017-01, "Business Combinations (Topic 805)." ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance will result in many real estate transactions being classified as an asset acquisition and transaction costs being capitalized. The standard is effective on January 1, 2018, with early adoption permitted. ASU 2017-01 was early adopted by the Company on

January 1, 2017. As a result of adopting ASU 2017-01 the Company has begun capitalizing transaction costs associated with the acquisition of real estate assets. During the three months ended September 30, 2017, the Company did not capitalize any transaction costs. During the nine months ended September 30, 2017, the Company capitalized $0.4 million of transaction costs. The Company determined that these amounts did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In November 2016, the FASB issued ASU 2016-18, "Statement of Cash Flows (Topic 230)." ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The standard is effective on January 1, 2018, with early adoption permitted. ASU 2016-18 was early adopted by the Company on January 1, 2017. As a result of adopting ASU 2016-18 the Company now presents the unaudited Condensed Consolidated Statement of Cash Flows inclusive of restricted cash balances and also provides a reconciliation to the cash and cash equivalents and restricted cash amounts presented on the unaudited Condensed Consolidated Balance Sheets.2019. The Company determined that these changes did not have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

In August ~~2016,~~2018, the FASB issued ASU ~~2016-15, "Statement~~2018-13, “Fair Value Measurement(Topic 820).” ASU 2018-13 amends certain disclosure requirements regarding the fair value hierarchy of ~~Cash Flows (Topic 230)." ASU 2016-15 provides classification guidance for certain cash receipts and cash payments including payment~~investments in accordance with GAAP, particularly the significant unobservable inputs used to value investments within Level 3 of ~~debt extinguishment costs, settlement of zero-coupon debt instruments, insurance claim payments and distributions from equity method investees.~~the fair value hierarchy. The standard is effective on January 1, ~~2018,~~2020, with early adoption permitted. The Company does not expect the adoption of ASU ~~2016-15~~2018-13 to have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

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

In February 2016, the FASB issued ASU 2016-02, ~~"Leases~~“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”; and ASU 2018-20, “Narrow-Scope Improvements for Lessors”. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to recognize ~~a right-of-use~~an ROU asset and a lease liability for all leases with ~~a term~~terms of greater than 12 months, regardless of their classification. Leases with ~~a term~~terms of 12 months or less ~~will~~qualify for the short-term lease recognition exemption and may be accounted for similar to ~~existing~~previous guidance for operating ~~leases today.~~leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to ~~existing~~previous guidance for sales-type leases, direct financing leases and operating leases.

Adoption

The ~~pronouncement requires a modified retrospective method of adoption and is~~standard became effective for the Company on January 1, 2019 ~~with early adoption permitted.~~and a modified retrospective transition approach was required. The Company ~~will continue to evaluate the effect~~determined that the adoption of ~~ASU 2016-02 will have~~ASC 842 had a material impact on the unaudited Condensed Consolidated Financial Statements of the Company. ~~However,~~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 under ASC 842. (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 unaudited Condensed Consolidated Financial Statements of the Company ~~currently believes~~will continue to be in accordance with ASC 840, however certain prior period balances on the accompanying unaudited Condensed Consolidated Statements of Operations have been reclassified to conform to the current period presentation. The Company recognized a $2.0 million cumulative adjustment to decrease retained earnings for indirect leasing costs capitalized for executed leases that had not commenced as of the adoption date of ~~ASU 2016-02 will~~ASC 842. (ASU 2018-11)

The Company elected, by class of underlying asset, not ~~have~~to separate non-lease components from the associated lease components and instead account for them as a ~~material impact for operating~~single component. This resulted in the consolidation of Rental income and Expense reimbursements on the Company’s unaudited Condensed Consolidated Statements of Operations. (ASU 2018-11)

Lessee

For leases where itthe 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 unaudited Condensed 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, ~~and~~the Company will continue to record revenues from rental properties for its operating leases on a straight-line basis. However, for leases where the Company is a lessee, primarily for the Company’s ground leases and administrative office leases, the Company will be required to record a lease liability and a right of use asset on its unaudited Condensed Consolidated Balance Sheets at fair value upon adoption. In addition, initial direct ~~internal~~ leasing ~~overhead~~ costs ~~will~~ continue to be capitalized, however, indirect ~~internal~~ leasing ~~overhead~~ costs previously capitalized ~~will be~~are being expensed under ~~ASU 2016-02.~~ASC 842. During the three and nine months ended September 30, 2018, the Company capitalized $3.2 million and $8.7 million, respectively, of indirect leasing costs, including leasing payroll and legal costs.

In ~~May 2014,~~addition, ASC 842 requires that additional lease disclosures be presented in the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 contains a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance in ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into

~~contracts for the transfer of non-financial assets unless those contracts are within the scope of other standards. The core principle~~unaudited Condensed Consolidated Financial Statements of the guidance is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchangeCompany for ~~those goods or services. The pronouncement allows either a full or modified retrospective method of adoption~~both lessor and ~~is effective~~lessee lease agreements. See Notes 9 and 10 for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted for reporting periods beginning after December 15, 2016. A majority of the Company’s tenant-related revenue is recognized pursuant to lease agreements and will be governed by the recently issued leasing guidance discussed above. The Company continues to evaluate the effect the adoption of ASU 2014-09 will have on the Company’s other sources of revenue. These include reimbursement amounts the Company receives from tenants for operating expenses such as real estate taxes, insurance and other common area expenses. However, the Company currently does not believe the adoption of ASU 2014-09 will significantly affect the timing of the recognition of the Company’s reimbursement revenue.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 unaudited Condensed Consolidated Financial Statements of the Company.

2. Acquisition of Real Estate

During the nine months ended September 30, ~~2017,~~2019, the Company acquired the following ~~for an aggregate purchase price, including transaction costs, of (dollars~~assets, in ~~thousands):~~separate transactions:

Aggregate Purchase Price
Description Location Month Acquired GLA Cash Debt Assumed Total
Outparcel building adjacent to Annex of Arlington Arlington Heights, IL Feb-17 5,760
$ 1,006
$ —
$ 1,006
Outparcel adjacent to Northeast Plaza Atlanta, GA Feb-17 N/A
1,537
—
1,537
Arborland Center Ann Arbor, MI Mar-17 403,536
102,268
—
102,268
Building adjacent to Preston Park Plano, TX Apr-17 31,080
4,015
—
4,015
Outparcel building adjacent to Cobblestone Village St. Augustine, FL May-17 4,403
1,306
—
1,306
Outparcel adjacent to Wynnewood Village Dallas, TX May-17 N/A
1,658
—
1,658
444,779
$ 111,790
$ —
$ 111,790



Description⁽¹⁾	Location	Month Acquired	GLA	Aggregate Purchase Price⁽²⁾
Land adjacent to Parmer Crossing	Austin, TX	Apr-19	N/A	$	2,197
Centennial Shopping Center	Englewood, CO	Apr-19	113,682	18,011
Plymouth Square Shopping Center⁽³⁾	Conshohocken, PA	May-19	235,728	56,909
Leases at Baytown Shopping Center	Baytown, TX	Jun-19	N/A	2,517
			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.

During the nine months ended September 30, 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	$	5,554
Outparcel adjacent to Lehigh Shopping Center	Bethlehem, PA	Jun-18	12,739	1,899
Outparcel building adjacent to Beneva Village Shoppes	Sarasota, FL	Jul-18	3,710	1,541
			16,449	$	8,994


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


⁽²⁾	Aggregate purchase price includes $0.2 million of transaction costs.

The aggregate purchase price of the ~~properties~~assets acquired during the nine months ended September 30, ~~2017,~~2019 and 2018, respectively, has been allocated as follows:


			Nine Months Ended September 30, 2017			Nine Months Ended September 30,
Assets	Assets				Assets	2019		2018
		Land	$	19,240	Land	$	25,953	$	6,078
		Buildings	75,286		Buildings	45,781		2,448
		Building and tenant improvements	9,177		Building and tenant improvements	5,832		238
		Above market rents	2,381		Above-market leases⁽¹⁾	155		—
		In-place leases	8,608		In-place leases⁽²⁾	6,923		304
Total assets	Total assets		114,692		Total assets	84,644		9,068

Liabilities	Liabilities				Liabilities
	Accounts payable, accrued expenses and other liabilities (below market leases)		2,902		Below-market leases⁽³⁾	5,010		74
					Other liabilities	—		—
Total liabilities	Total liabilities		2,902		Total liabilities	5,010		74
Net Assets Acquired			$	111,790
Net assets acquired					Net assets acquired	$	79,634	$	8,994


⁽¹⁾	The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the nine months ended September 30, 2019 was 10.4 years.

In addition, during the nine months ended September 30, 2016, the Company acquired two land parcels and one outparcel building for an aggregate purchase price of $1.2 million. These amounts are included in Improvements to and investments in real estate assets on the Company’s unaudited Condensed Consolidated Statement of Cash Flows.


⁽²⁾	The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the nine months ended September 30, 2019 and 2018 was 8.8 years and 4.8 years, respectively.


⁽³⁾	The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the nine months ended September 30, 2019 and 2018 was 24.3 years and 4.8 years, respectively.

3. Dispositions and Assets Held for Sale

During the three months ended September 30, ~~2017,~~2019, the Company disposed of ~~eight wholly owned~~12 shopping centers and 1 partial shopping center for aggregate net proceeds of $144.6 million resulting in aggregate gain of $25.5 million and aggregate impairment of $8.2 million. In addition, during the three months ended September 30, 2019, the Company received aggregate net proceeds of $0.1 million from previously disposed assets resulting in aggregate gain of $0.1 million.

During the nine months ended September 30, 2019, the Company disposed of 18 shopping centers and 4 partial shopping centers for aggregate net proceeds of ~~$121.4~~$239.4 million resulting in aaggregate gain of ~~$25.9~~$46.0 million and aggregate impairment of $14.4 million. In addition, during the nine months ended September 30, 2019, the Company received aggregate net proceeds of $0.4 million from previously disposed assets resulting in aggregate gain of $0.3 million.

During the three months ended September 30, 2018, the Company disposed of 26 shopping centers and 2 partial shopping centers for aggregate net proceeds of $437.4 million resulting in aggregate gain of $119.3 million and aggregate impairment of $4.2 million. During the nine months ended September 30, ~~2017,~~2018, the Company disposed of ~~14 wholly owned~~42 shopping centers and ~~two outparcel buildings~~2 partial shopping centers for aggregate net proceeds of ~~$228.7~~$676.5 million resulting in aaggregate gain of ~~$54.9~~$158.5 million and aggregate impairment of ~~$0.4~~$28.4 million. During the three and nine months ended September 30, 2017, the Company disposed of its unconsolidated joint venture interest for net proceeds of $12.4 million resulting in a gain of $4.6 million. The Company had one property held for sale as of September 30, 2017 with a carrying value of $8.2 million.

~~During the three months ended September 30, 2016, the Company disposed of two shopping centers for net proceeds of $10.6 million resulting in a gain of $2.5 million. During~~In addition, during the nine months ended September 30, ~~2016,~~2018, the Company ~~disposed of four shopping centers and one outparcel building for~~received net proceeds of ~~$31.1~~$0.5 million from previously disposed assets resulting in a gain of ~~$10.2 million and an impairment of less than $0.1~~$0.5 million. ~~The Company had two properties held for sale as~~

As of September 30, ~~2016 with a carrying value of $24.1 million. In connection with these properties becoming~~2019 and December 31, 2018, the Company had 1 property in each period held for ~~sale,~~sale. The following table presents the ~~Company recognized a $2.0 million impairment to reduce the carrying value of one of~~assets associated with the properties ~~to its estimated net realizable value. The impairment charge was based upon the sales price in the signed contract with the third party buyer, adjusted to reflect associated disposition costs.~~classified as held for sale:



Assets		September 30, 2019			December 31, 2018
	Land	$	1,720		$	1,220
	Buildings and improvements	6,372			2,927
	Accumulated depreciation and amortization	(2,124		)	(1,334		)
	Real estate, net	5,968			2,813
	Other assets	218			88
Assets associated with real estate assets held for sale		$	6,186		$	2,901

There were no discontinued operations for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 as none of the dispositions represented a strategic shift in the ~~Company's~~Company’s business that would qualify as discontinued operations.

4. Real Estate

The Company’s components of Real estate, net consisted of the following:


	September 30, 2017			December 31, 2016			September 30, 2019			December 31, 2018
Land	$	1,985,781		$	2,006,655		$	1,779,161		$	1,804,504
Buildings and improvements:
Buildings and tenant improvements(1)	8,143,978			8,165,672			7,712,129			7,626,363
Lease intangibles ⁽¹⁾⁽²⁾	800,760			836,731			630,065			667,910
	10,930,519			11,009,058			10,121,355			10,098,777
Accumulated depreciation and amortization ⁽²⁾⁽³⁾	(2,320,090		)	(2,167,054		)	(2,452,678		)	(2,349,127		)
Total	$	8,610,429		$	8,842,004		$	7,668,677		$	7,749,650


⁽¹⁾	AtAs of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, Buildings and tenant improvements included accrued amounts, net of anticipated insurance proceeds, of $46.5 million and $41.7 million, respectively.


⁽²⁾	As of September 30, 2019 and December 31, 2018, Lease intangibles consisted of ~~$723.2~~$569.0 million and ~~$758.0~~$601.0 million, respectively, of in-place leases and ~~$77.6~~$61.1 million and ~~$78.7~~$66.9 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.


⁽²⁾⁽³⁾	AtAs of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, Accumulated depreciation and amortization included ~~$630.0~~$540.4 million and ~~$632.8~~$560.3 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, atas of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had intangible liabilities relating to below-market leases of ~~$468.6~~$378.2 million and ~~$485.2~~$392.9 million, respectively, and accumulated accretion of ~~$277.2~~$267.3 million and ~~$261.7~~

$266.1 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities inon the Company’s unaudited Condensed Consolidated Balance Sheets. These intangible assets are accreted over the term of each related lease.

~~Net above and below market~~Below-market lease ~~intangible~~ accretion income, net of above-market lease amortization for the three months ended September 30, ~~2017~~2019 and ~~2016~~2018 was ~~$7.6~~$4.5 million and ~~$9.4~~$5.8 million, respectively. ~~Net above and below market~~Below-market lease ~~intangible~~ accretion income, net of above-market lease amortization for the nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 was ~~$23.0~~$14.1 million and ~~$29.5~~$20.6 million, respectively. These amounts are included in Rental income inon the ~~Company's~~Company’s unaudited Condensed Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the three months ended September 30, ~~2017~~2019 and ~~2016~~2018 was ~~$10.8~~$6.7 million and ~~$14.5~~$8.0 million, respectively. Amortization expense associated with in-place lease value for the nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 was ~~$36.3~~$19.5 million and ~~$47.7~~$27.2 million, respectively. These amounts are included in Depreciation and amortization inon the ~~Company's~~Company’s unaudited Condensed Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net ~~accretion (income) and~~of above-market lease amortization expense, ~~associated with the Company’s above and below market leases~~ and in-place ~~leases~~lease amortization expense for the next five years are as follows:



Year ending December 31,	Below-market lease accretion (income), net of above-market lease amortization			In-place lease amortization expense
2019 (remaining three months)	$	(4,204	)	$	5,801
2020	(14,406		)	18,708
2021	(11,820		)	13,696
2022	(9,814		)	9,556
2023	(8,471		)	6,928

Year ending December 31, Above- and below-market lease accretion (income), net In-place lease amortization expense
2017 (remaining three months) $ (6,590 ) $ 9,642
2018 (24,797 ) 33,291
2019 (20,882 ) 26,284
2020 (17,036 ) 19,611
2021 (14,066 ) 14,151

Hurricane Michael Impact

On October 7, 2018, Hurricane Michael struck Florida resulting in widespread damage and flooding. The Company has 2 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 September 30, 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 three and nine months ended September 30, 2019 and year ended December 31, 2018. As of September 30, 2019, the Company has received property insurance proceeds of $6.3 million and has a remaining receivable balance of $7.4 million, which is included in Receivables on the Company’s unaudited Condensed Consolidated Balance Sheets.

5. Impairments

On a periodic basis, management assesses whether there are any indicators, including property operating performance, changes in anticipated ~~holding~~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 ~~for~~to reflect the ~~excess of its carrying amount over its~~estimated fair value.

The Company recognized the following impairments during the three months ended September 30, ~~2017:~~2019:

Three Months Ended September 30, 2017
Property Name Location GLA Impairment Charge
Lexington Road Plaza⁽¹⁾
Versailles, KY 197,668
$ 6,393
Shops at Seneca Mall⁽¹⁾
Liverpool, NY 231,024
1,507
Remount Village Shopping Center⁽¹⁾
North Charleston, SC 60,238
599
Fashion Square⁽¹⁾
Orange Park, FL 36,029
2,125
Renaissance Center East⁽¹⁾⁽²⁾
Las Vegas, NV 144,216
52
The Shoppes at North Ridgeville⁽¹⁾⁽²⁾
North Ridgeville, OH 59,852
389
729,027
$ 11,065



Three Months Ended September 30, 2019
Property Name⁽¹⁾	Location	GLA	Impairment Charge
Parcel at Mansell Crossing⁽²⁾	Alpharetta, GA	51,615	$	5,777
Glendale Galleria⁽²⁾	Glendale, AZ	119,525	2,197
Westview Center⁽²⁾	Hanover Park, IL	321,382	170
North Hills Village⁽²⁾	Haltom City, TX	43,299	26
		535,821	$	8,170


⁽¹⁾	The Company recognized impairment charges based upon a change in the ~~estimated~~anticipated hold period of these properties and/or offers from third-party buyers in connection with the ~~Company's~~Company’s capital recycling program.


⁽²⁾	The Company disposed of this property during the three months ended September 30, ~~2017.~~2019.

The Company recognized the following impairments during the nine months ended September 30, ~~2017:~~2019:

Nine Months Ended September 30, 2017
Property Name Location GLA Impairment Charge
The Plaza at Salmon Run⁽¹⁾
Watertown, NY 68,761
$ 3,486
Smith's⁽¹⁾
Socorro, NM 48,000
2,200
The Manchester Collection⁽¹⁾
Manchester, CT 342,247
9,026
Renaissance Center East⁽¹⁾⁽²⁾
Las Vegas, NV 144,216
1,658
Lexington Road Plaza⁽¹⁾
Versailles, KY 197,668
6,393
Shops at Seneca Mall⁽¹⁾
Liverpool, NY 231,024
1,507
Remount Village Shopping Center⁽¹⁾
North Charleston, SC 60,238
599
Fashion Square⁽¹⁾
Orange Park, FL 36,029
2,125
The Shoppes at North Ridgeville⁽¹⁾⁽²⁾
North Ridgeville, OH 59,852
389
1,188,035
$ 27,383



Nine Months Ended September 30, 2019
Property Name⁽¹⁾	Location	GLA	Impairment Charge
Westview Center⁽²⁾	Hanover Park, IL	321,382	$	6,356
Parcel at Mansell Crossing⁽²⁾	Alpharetta, GA	51,615	5,777
Brice Park	Reynoldsburg, OH	158,565	3,112
Glendale Galleria⁽²⁾	Glendale, AZ	119,525	2,197
North Hills Village⁽²⁾	Haltom City, TX	43,299	26
		694,386	$	17,468


⁽¹⁾	The Company recognized impairment charges based upon a change in the ~~estimated~~anticipated hold period of these properties and/or offers from third-party buyers in connection with the ~~Company's~~Company’s capital recycling program.


⁽²⁾	The Company disposed of this property during the nine months ended September 30, ~~2017.~~2019.

The Company recognized the following impairments during the three ~~and nine~~ months ended September 30, ~~2016:~~2018:

Three and Nine Months Ended September 30, 2016
Property Name Location GLA Impairment Charge
Inwood Forest⁽¹⁾
Houston, TX 77,553
$ 52
Plymouth Plaza⁽²⁾
Plymouth Meeting, PA 30,013
1,990
Other - N/A
(71 )
107,566
$ 1,971



Three Months Ended September 30, 2018
Property Name⁽¹⁾	Location	GLA	Impairment Charge
Westview Center⁽²⁾	Hanover Park, IL	321,382	$	5,916
Wadsworth Crossings⁽³⁾	Wadsworth, OH	118,145	3,411
Brooksville Square⁽³⁾	Brooksville, FL	96,361	2,740
Sterling Bazaar⁽³⁾	Peoria, IL	87,359	1,531
Plantation Plaza⁽³⁾	Clute, TX	99,141	1,228
Smith’s⁽³⁾	Socorro, NM	48,000	1,200
Shops of Riverdale⁽³⁾	Riverdale, GA	16,808	155
Dover Park Plaza⁽³⁾	Yardville, NJ	56,638	117
Klein Square⁽³⁾	Spring, TX	80,636	49
Parcel at Elk Grove Town Center⁽³⁾	Elk Grove Village, IL	72,385	19
Mount Carmel Plaza⁽³⁾	Glenside, PA	14,504	6
		1,011,359	$	16,372


⁽¹⁾	~~The Company disposed of this property during the three and nine months ended September 30, 2016.~~


⁽²⁾	The Company recognized impairment charges based upon a change in the ~~estimated~~anticipated hold period of these properties in connection with the ~~Company's~~Company’s capital recycling program.


⁽²⁾	The Company disposed of this property during the nine months ended September 30, 2019.


⁽³⁾	The Company disposed of this property during the year ended December 31, 2018.

The Company recognized the following impairments during the nine months ended September 30, 2018:



Nine Months Ended September 30, 2018
Property Name⁽¹⁾	Location	GLA	Impairment Charge
County Line Plaza⁽²⁾	Jackson, MS	221,127	$	10,181
Southland Shopping Plaza⁽²⁾	Toledo, OH	285,278	7,077
Westview Center⁽³⁾	Hanover Park, IL	321,382	5,916
Roundtree Place⁽²⁾	Ypsilanti, MI	246,620	4,317
Skyway Plaza	St. Petersburg, FL	110,799	3,639
Wadsworth Crossings⁽²⁾	Wadsworth, OH	118,145	3,411
Brooksville Square⁽²⁾	Brooksville, FL	96,361	2,740
Sterling Bazaar⁽²⁾	Peoria, IL	87,359	1,531
Pensacola Square⁽²⁾	Pensacola, FL	142,767	1,345
Plantation Plaza⁽²⁾	Clute, TX	99,141	1,228
Smith’s⁽²⁾	Socorro, NM	48,000	1,200
Dover Park Plaza⁽²⁾	Yardville, NJ	56,638	555
Parcel at Elk Grove Town Center⁽²⁾	Elk Grove Village, IL	72,385	538
Crossroads Centre⁽²⁾	Fairview Heights, IL	242,752	204
Shops of Riverdale⁽²⁾	Riverdale, GA	16,808	155
Mount Carmel Plaza⁽²⁾	Glenside, PA	14,504	115
Klein Square⁽²⁾	Spring, TX	80,636	49
		2,260,702	$	44,201


⁽¹⁾	The Company recognized impairment charges based upon a change in the anticipated hold period of these properties in connection with the Company’s capital recycling program.


⁽²⁾	The Company disposed of this property during the year ended December 31, 2018.


⁽³⁾	The Company disposed of this property during the nine months ended September 30, 2019.

The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods. See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair value of ~~impairments taken on~~ operating ~~properties.~~properties which have been impaired.

6. Financial Instruments -– Derivatives and Hedging

The Company’s use of derivative instruments is ~~limited~~intended to ~~the utilization of~~manage its exposure to interest rate ~~agreements or other~~movements and such instruments ~~to manage interest rate risk exposures and~~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. ~~The Company’s objective in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements.~~

Cash Flow Hedges of Interest Rate Risk

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without ~~changing~~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 three and nine months ended September 30, ~~2017,~~2019, the Company did ~~not~~0t enter into any new interest rate swap agreements. During the year ended December 31, ~~2016,~~2018, the Company entered into ~~nine~~4 forward starting interest rate swap agreements ~~(the “Swaps”)~~ with an effective date of ~~November 1, 2016 and~~January 2, 2019, an aggregate notional value of ~~$1.4 billion to partially hedge the variable cash flows associated with variable LIBOR based interest~~$300.0 million, a weighted average fixed rate ~~debt.~~of 2.61% and an expiration date of July 26, 2024.

Detail ofon the Company’s interest rate derivatives designated as cash flow hedges outstanding as of September 30, ~~2017~~2019 and December 31, ~~2016~~2018 is as follows:



	Number of Instruments		Notional Amount
	September 30, 2019	December 31, 2018	September 30, 2019		December 31, 2018
Interest Rate Swaps	7	10	$	800,000	$	1,200,000

Number of Instruments Notional Amount
September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Interest Rate Swaps 9 9 $ 1,400,000
$ 1,400,000

The Company has elected to present its interest rate derivatives on its unaudited Condensed 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 September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively, is as follows:



	Fair Value of Derivative Instruments
Interest rate swaps classified as:	September 30, 2019			December 31, 2018
Gross derivative assets	$	3,810		$	18,630
Gross derivative liabilities	(17,124		)	(2,571		)
Net derivative assets (liabilities)	$	(13,314	)	$	16,059

Fair Value of Derivative Instruments
Interest rate swaps classified as: September 30, 2017 December 31, 2016
Gross derivative assets $ 20,171
$ 21,605
Gross derivative liabilities —
—
Net derivative assets $ 20,171
$ 21,605

The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the ~~Company's~~Company’s unaudited Condensed 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~~Company’s interest rate derivatives is determined using market standard valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the ~~derivatives,~~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 ~~and that qualify as,~~ cash flow hedges is recognized in other comprehensive income (“OCI”) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings.

The effective portion of the ~~Company's~~Company’s interest rate swaps that was recognized inon the Company’s unaudited Condensed Consolidated ~~Statement~~Statements of Comprehensive Income for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 is as follows:



Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps)	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Change in unrealized gain (loss) on interest rate swaps	$	(4,125	)	$	1,868		$	(23,375	)	$	12,103
Accretion of interest rate swaps to interest expense	(1,207		)	(3,110		)	(5,998		)	(9,153		)
Change in unrealized gain (loss) on interest rate swaps, net	$	(5,332	)	$	(1,242	)	$	(29,373	)	$	2,950

Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps) Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Change in unrealized gain (loss) on interest rate swaps $ 132
$ 79
$ (532 ) $ (1,704 )
Amortization of interest rate swaps to interest expense (1,094 ) 1,242
(902 ) 4,117
Change in unrealized gain (loss) on interest rate swaps, net $ (962 ) $ 1,321
$ (1,434 ) $ 2,413

The Company estimates that ~~$7.0~~less than $0.1 million will be reclassified from accumulated other comprehensive ~~income~~loss as ~~a decrease~~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 three and nine months ended September 30, ~~2017~~2019 and ~~2016.~~2018.

Non-Designated ~~(Mark-to Market)~~(Mark-to-Market) Hedges of Interest Rate Risk

The Company does not use derivatives for trading or speculative purposes. As of September 30, ~~2017~~2019 and December 31, ~~2016,~~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 ~~a provision~~provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under the agreements at their termination value including accrued interest.

7. Debt Obligations

As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had the following indebtedness outstanding:



	Carrying Value as of
	September 30, 2019			December 31, 2018			Stated Interest Rate⁽¹⁾	Scheduled Maturity Date
Secured loan
Secured loan⁽²⁾	$	7,000		$	7,000		4.40%	2024
Net unamortized premium	224			262
Net unamortized debt issuance costs	(39		)	(45		)
Total secured loan, net	$	7,185		$	7,217

Notes payable
Unsecured notes⁽³⁾⁽⁴⁾	$	4,218,453		$	3,468,453		3.25% – 7.97%	2022 – 2029
Net unamortized premium (discount)	11,152			(11,562		)
Net unamortized debt issuance costs	(24,726		)	(20,877		)
Total notes payable, net	$	4,204,879		$	3,436,014

Unsecured Credit Facility and term loans
Unsecured Credit Facility - $500 Million Term Loan	$	—		$	500,000		—	2021
Unsecured Credit Facility - Revolving Facility	—			306,000			—	2023
Unsecured $350 Million Term Loan⁽⁴⁾	350,000			350,000			3.35%	2023
Unsecured $300 Million Term Loan⁽⁵⁾	300,000			300,000			3.35%	2024
Net unamortized debt issuance costs	(9,554		)	(13,368		)
Total Unsecured Credit Facility and term loans	$	640,446		$	1,442,632

Total debt obligations, net	$	4,852,510		$	4,885,863

Carrying Value as of
September 30,
2017 December 31, 2016
Stated
Interest
Rates ⁽⁷⁾

Scheduled
Maturity
Date
Secured loans
Secured loans⁽¹⁾⁽²⁾
$ 915,936
$ 1,312,292
4.40% - 7.89% 2017 – 2024
Net unamortized premium 16,803
25,189

Net unamortized debt issuance cost (150 ) (387 )
Total secured loans, net $ 932,589
$ 1,337,094

Notes payable
Unsecured notes⁽³⁾
$ 3,218,453
$ 2,318,453
3.25% - 7.97% 2022 - 2029
Net unamortized discount (13,965 ) (9,097 )
Net unamortized debt issuance cost (23,306 ) (17,402 )
Total notes payable, net $ 3,181,182
$ 2,291,954

Unsecured Credit Facility and Term Loan

Unsecured Credit Facility⁽⁴⁾
$ 710,000
$ 1,622,000
2.60% 2018 – 2021
Unsecured $600 Million Term Loan⁽⁵⁾
600,000
600,000
2.65% 2019
Unsecured $300 Million Term Loan⁽⁶⁾
300,000
—
3.14% 2024
Net unamortized debt issuance cost (10,083 ) (12,159 )
Total Unsecured Credit Facility and Term Loan $ 1,599,917
$ 2,209,841

Total debt obligations, net $ 5,713,688
$ 5,838,889


⁽¹⁾	Stated interest rates as of September 30, 2019 do not include the impact of the Company’s interest rate swap agreements (described below).


⁽²⁾	The Company’s secured ~~loans are~~loan is collateralized by ~~certain properties and the equity interests of certain subsidiaries. These properties had~~a property with a carrying value of approximately $16.4 million as of September 30, ~~2017 of approximately $1.8 billion.~~2019.


⁽²⁾⁽³⁾	The weighted average ~~interest rate on the Company’s fixed rate secured loans was 6.16% as of September 30, 2017.~~


⁽³⁾	~~The weighted average~~stated interest rate on the Company’s unsecured notes was ~~3.81%~~3.83% as of September 30, ~~2017.~~2019.

⁽⁴⁾

Effective November 1, 2016, the Company has in place one interest rate swap agreement that converts the variable interest rate on $210.0 million of a term loan under the Company's $2.75 billion senior unsecured credit facility as amended July 25, 2016, (the "Unsecured Credit Facility") to a fixed interest rate of 0.82% (plus a spread of 135 bps) through July 31, 2018, and three3 interest rate swap agreements that convert the variable interest rate on ~~a $500.0~~$150.0 million ~~term loan under~~of the ~~Unsecured Credit Facility~~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 ~~135 bps)~~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 ~~November 1, 2016,~~January 2, 2019, the Company has in place ~~two~~4 interest rate swap agreements that convert the variable interest rate on ~~$200.0 million of~~ the ~~Company's $600~~Company’s $300 million term loan agreement, as amended ~~July 25, 2016,~~December 12, 2018 (the ~~"$600 million~~“$300 Million Term ~~Loan"~~Loan”) to a fixed, combined interest rate of ~~0.82%~~2.61% (plus a spread of ~~140 bps)~~125 basis points) through July 31, 2018, and three interest rate swap agreements that convert the variable interest rate on $400.0 million of the $600 million Term Loan to a fixed interest rate of 0.88% (plus a spread of 140 bps) through March 18, 2019.


⁽⁶⁾	Effective July 28, 2017, the Company has in place one interest rate swap agreement that converts the variable interest rate on $90.0 million of the $300 Million Term Loan (defined below) to a fixed interest rate of 0.82% (plus a spread of 190 bps) through July 31, 2018.


⁽⁷⁾	~~The stated interest rates are as of September 30, 2017 and do not include the impact of any interest rate swap agreements.~~26, 2024.

~~2017~~2019 Debt Transactions

In ~~March 2017,~~May 2019, the Operating Partnership issued $400.0 million aggregate principal amount of ~~3.90%~~4.125% Senior Notes due ~~2027~~2029 (the ~~“2027~~“2029 Notes”), at 99.804% of par, the net proceeds of which were ~~utilized~~used to repay outstanding indebtedness ~~including borrowings~~ under the ~~Company's Unsecured~~Operating Partnership’s senior unsecured credit facility agreement, as amended December 12, 2018 (the “Unsecured Credit ~~Facility,~~Facility”), and for general corporate purposes. The ~~2027~~2029 Notes bear interest at a rate of ~~3.90%~~4.125% per annum, payable semi-annually on ~~March~~May 15 and ~~September~~November 15 of each year, commencing ~~September~~November 15, ~~2017.~~2019. The ~~2027~~2029 Notes will mature on ~~March~~May 15, ~~2027.~~2029. The ~~2027~~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. The Operating Partnership may redeem the 2027 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2027 Notes. If the 2027 Notes are redeemed on or after December 15, 2026 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2027 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

In ~~June 2017,~~August 2019, the Operating Partnership issued ~~$500.0~~$350.0 million aggregate principal amount of ~~3.65%~~4.125% Senior Notes due ~~2024 (the “2024 Notes”),~~2029 at 106.402% of par, the net proceeds of which were ~~utilized~~used to repay outstanding indebtedness ~~including borrowings~~ under the ~~Company's~~ Unsecured Credit Facility and for general corporate purposes. The ~~2024 Notes bear interest at~~notes have substantially identical terms as, constitute a ~~rate~~further issuance of, ~~3.65% per annum, payable semi-annually on June 15~~ and ~~December 15 of each year, commencing December 15, 2017. The 2024 Notes will mature on June 15, 2024. The 2024 Notes are~~form a single series with, the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future senior unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the 2024 Notes at any time in whole or from time to time in part at the applicable make-whole redemption price specified in the Indenture with respect to the 2024outstanding 2029 Notes. If the 2024 Notes are redeemed on or after April 15, 2024 (two months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the 2024 Notes being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.

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

During the nine months ended September 30, ~~2017,~~2019, the Company repaid ~~$380.3~~$806.0 million of ~~secured loans and $790.0 million of an unsecured term loan~~indebtedness under the ~~Company's~~ Unsecured Credit Facility, ~~resulting in a $0.5~~including $500.0 million ~~gain on extinguishment~~ of ~~debt, net.~~unsecured term loans and $306.0 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 ~~2027 Notes, 2024 Notes and $300 Million Term Loan. In addition,~~2029 Notes. Additionally, during the nine months ended September 30, ~~2017,~~2019, the Company ~~repaid $122.0~~recognized a $1.6 million loss on extinguishment of debt, net as a result of ~~borrowings~~debt transactions. Loss on ~~the Revolving Facility.~~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 September 30, ~~2017.~~2019.

Debt Maturities

As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had accrued interest of ~~$27.2~~$36.0 million and ~~$34.1~~$34.0 million outstanding, respectively. As of September 30, ~~2017,~~2019, scheduled ~~amortization and~~ maturities of the Company’s outstanding debt obligations were as follows:



Year ending December 31,
2019 (remaining three months)	$	—
2020	—
2021	—
2022	750,000
2023	850,000
Thereafter	3,275,453
Total debt maturities	4,875,453
Net unamortized premium	11,376
Net unamortized debt issuance costs	(34,319		)
Total debt obligations, net	$	4,852,510

Year ending December 31,
2017 (remaining three months) $ 13,165
2018 227,892
2019 618,437
2020 673,217
2021 686,225
Thereafter 3,525,453
Total debt maturities 5,744,389
Net unamortized premiums and discounts 2,838
Net unamortized debt issuance costs (33,539 )
Total debt obligations, net $ 5,713,688
As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months.

8. Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:



	September 30, 2019				December 31, 2018
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value
Secured loans	$	7,185	$	7,309	$	7,217	$	7,072
Notes payable	4,204,879		4,415,073		3,436,014		3,372,418
Unsecured Credit Facility and term loans	640,446		652,515		1,442,632		1,452,382
Total debt obligations, net	$	4,852,510	$	5,074,897	$	4,885,863	$	4,831,872

September 30, 2017 December 31, 2016

Carrying
Amounts

Fair
Value

Carrying
Amounts

Fair
Value

Secured loans $ 932,589
$ 989,296
$ 1,337,094
$ 1,410,698
Notes payable 3,181,182
3,231,275
2,291,954
2,302,048
Unsecured Credit Facility and Term Loans 1,599,917
1,611,802
2,209,841
2,223,807
Total debt obligations, net $ 5,713,688
$ 5,832,373
$ 5,838,889
$ 5,936,553

As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The valuation methodology used to estimate the fair value of the Company’s debt obligations is based on a discounted cash flow analysis, with assumptions that include credit spreads, interest rate curves, estimated property values, loan amounts and ~~debt maturities. The~~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 ~~fair value~~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~~Company’s interest rate derivatives.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis:


	Fair Value Measurements as of September 30, 2017								Fair Value Measurements as of September 30, 2019
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities⁽¹⁾	$	28,840	$	986	$	27,854	$	—	$	19,109		$	1,074	$	18,035		$	—
Interest rate derivatives	$	20,171	$	—	$	20,171	$	—	$	3,810		$	—	$	3,810		$	—

Liabilities:
Interest rate derivatives									$	(17,124	)	$	—	$	(17,124	)	$	—

	Fair Value Measurements as of December 31, 2016								Fair Value Measurements as of December 31, 2018
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities⁽¹⁾	$	25,573	$	5,679	$	19,894	$	—	$	30,243		$	1,756	$	28,487		$	—
Interest rate derivatives	$	21,605	$	—	$	21,605	$	—	$	18,630		$	—	$	18,630		$	—

Liabilities:
Interest rate derivatives									$	(2,571	)	$	—	$	(2,571	)	$	—


⁽¹⁾	As of September 30, ~~2017~~2019 and December 31, ~~2016~~2018, marketable securities included $0.1 million of net unrealized ~~losses.~~gains and $0.1 million of net unrealized losses, respectively. As of September 30, 2019, the contractual maturities of the Company’s marketable securities are within the next five years.

Non-Recurring Fair Value

On a ~~non-recurring~~periodic basis, ~~the Company evaluates~~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 ~~its properties when events~~the Company’s real estate assets (including any related intangible assets or ~~changes in circumstances indicate that the carrying value~~liabilities) may ~~not~~ be ~~recoverable.~~impaired. Fair value is determined by ~~purchase price~~ offers from third-party buyers, market comparable data, third party appraisals or by discounted cash flow ~~analysis using the income approach. These~~analysis. 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. ~~Capitalization~~The capitalization rates and discount rates utilized in ~~these models~~such analyses are based upon unobservable rates that we believe to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the Company has determined that the ~~valuation~~valuations of these properties isare classified within Level 3 of the fair value hierarchy.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment ~~testing:~~testing during the nine months ended September 30, 2019 and during the year ended December 31, 2018, excluding the properties sold prior to September 30, 2019 and December 31, 2018, respectively:



	Fair Value Measurements as of September 30, 2019
	Balance		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
Assets:
Properties⁽¹⁾⁽²⁾	$	9,700	$	—	$	—	$	9,700	$	3,112

	Fair Value Measurements as of December 31, 2018
	Balance		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
Assets:
Properties^(3)(4)(5)	$	31,725	$	—	$	—	$	31,725	$	16,303

Fair Value Measurements as of September 30, 2017
Balance
Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)

Significant Unobservable Inputs
(Level 3)
Assets:
Properties⁽¹⁾⁽²⁾
$ 69,652
$ —
$ —
$ 69,652

Fair Value Measurements as of December 31, 2016
Balance
Quoted Prices in Active Markets for Identical Assets
(Level 1)

Significant Other Observable Inputs
(Level 2)

Significant Unobservable Inputs
(Level 3)
Assets:
Properties⁽³⁾
$ 285
$ —
$ —
$ 285


⁽¹⁾	~~During~~Excludes properties disposed of prior to September 30, 2019.


⁽²⁾	The carrying value of properties remeasured to fair value based upon offers from third-party buyers during the nine months ended September 30, ~~2017, the Company recognized $15.3~~2019 includes $9.7 million related to Brice Park.


⁽³⁾	Excludes properties disposed of ~~impairment~~prior to December 31, 2018.


⁽⁴⁾	The carrying value of properties remeasured to fair value based upon offers from ~~third party~~third-party buyers ~~and $12.1~~during the year ended December 31, 2018 includes $26.1 million related to Westview Center.

⁽⁵⁾

The carrying value of ~~impairment~~properties remeasured to fair value based upon a discounted cash flow ~~analysis. The discounted cash flow~~ analysis ~~included all estimated cash inflows~~during the year ended December 31, 2018 includes: (i) $2.9 million related to Skyway Plaza and ~~outflows over a specified holding period. These cash flows were comprised of unobservable inputs which include forecasted revenues and expenses based upon market conditions and future expectations.~~(ii) $2.7 million related to Covington Gallery. The capitalization rates (ranging from ~~7.0%~~9.0% to ~~8.5%~~9.3%) and discount rates (ranging from ~~7.9%~~6.0% to ~~9.5%~~10.4%) which were utilized in the ~~analysis~~discounted cash flow analyses were based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for each respective investment.

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 unaudited Condensed 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 extension options. These extension 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 reimbursable expenses such as common area expenses, utilities, insurance and real estate taxes.

As of September 30, 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. Additionally, 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,	Operating Leases
2019 (remaining three months)	$	212,057
2020	811,776
2021	711,393
2022	601,482
2023	502,045
Thereafter	1,753,242

Minimum Annual Base Rents As Presented Under ASC 840

Future minimum annual base rents as of and in-place at December 31, 2018 to be received over the next five years pursuant to the terms of non-cancelable operating leases are included in the table below, assuming that no leases are renewed and no renewal options are exercised. Future minimum annual base rents also do not include payments which may be received under certain leases for the reimbursement of property operating expenses or percentage rents.



Year ending December 31,	Operating Leases
2019	$	811,381
2020	709,230
2021	599,367
2022	490,087
2023	392,892
Thereafter	1,368,278

10. Leases

The Company periodically enters into agreements in which it is the lessee, including ground leases for neighborhood and community 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 extension options for up to an additional 100 years. As of September 30, 2019 the Company is not including any options to extend or any termination options in its ROU asset, as the exercise of such options is not reasonably certain. Upon lease execution, the Company measures a liability for the present value of future lease payments over the noncancellable period of the lease. Certain agreements require the Company to pay its proportionate share of reimbursable 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	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Operating lease costs	$	1,705		$	5,121
Short-term lease costs	9			29
Variable lease costs	80			336
Total lease costs	$	1,794		$	5,486

Supplemental Statements of Cash Flows Information	Nine Months Ended September 30, 2019
Operating cash outflows from operating leases	$	5,226
ROU assets obtained in exchange for operating lease liabilities	$	44,354

Operating Lease Liabilities	As of September 30, 2019
Future minimum operating lease payments:
2019 (remaining three months)	$	1,725
2020	6,916
2021	6,942
2022	6,999
2023	5,611
Thereafter	30,807
Total future minimum operating lease payments	59,000
Less: imputed interest	(13,396		)
Operating lease liabilities	$	45,604

Supplemental Balance Sheets Information	As of September 30, 2019
Operating lease liabilities⁽¹⁾⁽²⁾	$	45,604
ROU assets⁽¹⁾⁽³⁾	$	40,599


⁽¹⁾	As of September 30, 2019, the weighted average remaining lease term was 11.1 years and the weighted average discount rate was 4.30%.

⁽²⁾

~~The carrying value of properties remeasured to fair value during~~These amounts are included in Accounts payable, accrued expenses and other liabilities on the nine months ended September 30, 2017 include: (i) $7.8 million related to The Plaza at Salmon Run, (ii) $1.9 million related to Smith's, (iii) $46.9 million related to The Manchester Collection, (iv) $4.7 million related to Lexington Road Plaza, (v) $3.8 million related to Shops at Seneca Mall, (vi) $2.2 million related to Remount Village Shopping Center, and (vii) $2.4 million related to Fashion Square.Company’s unaudited Condensed Consolidated Balance Sheets.


⁽³⁾	~~The carrying value of properties remeasured to fair value during~~These amounts are included in Other assets on the ~~year ended December 31, 2016 include: (i) $0.1 million related to a parcel at Country Hills Shopping Center and (ii) $0.2 million related to Milford Center.~~Company’s unaudited Condensed Consolidated Balance Sheets.

As of September 30, 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	$	6,929
2020	6,948
2021	7,157
2022	7,233
2023	5,827
Thereafter	43,876
Total minimum annual rental commitments	$	77,970

9.11. Equity and Capital

~~ATM~~Share Repurchase Program

In ~~2015,~~December 2017, the ~~Parent Company entered into an at-the-market equity offering~~Board of Directors authorized a share repurchase program ~~(“ATM”~~(the “Program”) ~~through which the Parent Company may sell from time to time~~for up to ~~an aggregate of~~ $400.0 million of ~~its~~the Company’s common ~~stock through sales agents over a three-year period. No~~stock. The Program is scheduled to expire on December 5, 2019, unless extended by the Board of Directors. During the nine months ended September 30, 2019, the Company repurchased 0.8 million shares ~~have been issued under the ATM and as result $400.0 million~~ of common stock ~~remained available for issuance~~ under the ~~ATM as~~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 nine months ended September 30, 2019. During the nine months ended September 30, 2018, the Company repurchased 4.9 million shares of common stock under the Program at an average price per share of $16.71 for a total of $81.9 million, excluding commissions. The Company incurred commissions of $0.1 million in conjunction with the Program for the nine months ended September 30, 2018. As of September 30, ~~2017.~~2019, the Program had $275.0 million of available repurchase capacity.

Common Stock

In connection with the vesting of restricted stock units ~~("RSUs"~~(“RSUs”) under the ~~Company's~~Company’s equity-based compensation plan, the Company withholds shares to satisfy ~~statutory minimum~~ tax withholding obligations. During the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, the Company withheld 0.1 million shares.

Dividends and Distributions

During the three months ended September 30, ~~2017~~2019 and ~~2016,~~2018, the Company declared common stock dividends and OP ~~unit~~Unit distributions of ~~$0.260~~$0.280 per share/unit and ~~$0.245~~$0.275 per share/unit, respectively. As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had declared but unpaid common stock dividends and OP ~~unit~~Unit distributions of ~~$81.1~~

$85.4 million and ~~$80.6~~$85.3 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the ~~Company's~~Company’s unaudited Condensed Consolidated Balance Sheets.

~~Non-controlling interests~~

During the nine months ended September 30, 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. As of September 30, 2017, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100.0% of the outstanding OP Units.

~~Preferred Stock~~

~~During the nine months ended September 30, 2017, the Company redeemed all 125 shares of BPG Sub Series A Redeemable Preferred Stock for $10,000 per share.~~

~~10.~~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 nine months ended September 30, ~~2017~~2019 and the year ended December 31, ~~2016,~~2018, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, ~~with each tranche~~which are all subject to ~~separate performance-based, market-based and~~ service-based vesting conditions. ~~Each award contains~~Certain tranches are also subject to performance-based or market-based vesting conditions, which contain a threshold, target, and maximum number of units ~~in respect to each tranche.~~which can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance ~~period, and the earned units are then further subject to~~period. Tranches that only have a service-based ~~vesting conditions.~~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 ~~0.6~~0.8 million and 0.8 million for the nine months ended September 30, ~~2017~~2019 and the year ended December 31, ~~2016,~~2018, respectively, with vesting periods ranging from one to five years. For the performance-based and service-based RSUs granted, ~~under the Plan,~~ fair value is based on the ~~Company~~Company’s grant date stock price. For the market-based RSUs granted during the nine months ended September 30, ~~2017~~2019 and the year ended December 31, ~~2016,~~2018, the Company calculated the grant date fair values per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE NAREIT Equity Shopping Centers Index as well as the following significant assumptions: (i) volatility of ~~22.0%~~20.0% to ~~23.0%~~21.0% and ~~23.5%~~29.0% to ~~26.5%~~32.0%, respectively; (ii) a weighted average risk-free interest rate of ~~1.20%~~2.55% and 2.43% to ~~1.41% and 1.0%~~2.53%, respectively; and (iii) the Company’s weighted average common stock dividend yield of ~~4.0% to 4.6%~~5.6% and ~~3.8%~~5.6%, respectively.

During the three months ended September 30, ~~2017~~2019 and ~~2016,~~2018, the Company recognized ~~$2.9~~$3.5 million and ~~$3.5~~$2.7 million of equity compensation expense, respectively, of which $0.2 million and $0.0 million was capitalized, respectively. During the nine months ended September 30, ~~2017,~~2019 and 2018, the Company recognized ~~$7.8~~$9.5 million ~~of equity compensation expense. During the nine months ended September 30, 2016, the Company recognized~~and $8.0 million of equity compensation expense, respectively, of which ~~included the reversal of $2.6~~$0.6 million ~~of previously recognized expense as a result of forfeitures~~ and ~~the acceleration of $2.7~~$0.0 million ~~of expense associated with the issuance of shares, both in connection with the separation of certain Company executives.~~was capitalized, respectively. These amounts are included in General and administrative expense inon the ~~Company's~~Company’s unaudited Condensed Consolidated Statements of Operations. As of September 30, ~~2017,~~2019, the Company had ~~$13.4~~$18.8 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.

~~11.~~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 ~~shares~~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 ~~stockholders.~~stock.

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018 (dollars in thousands, except per share data):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Computation of Basic Earnings Per Share:
Net income	$	80,854		$	147,346		$	212,714		$	288,730
Non-forfeitable dividends on unvested restricted shares	(176		)	(162		)	(484		)	(264		)
Net income attributable to the Company’s common stockholders for basic earnings per share	$	80,678		$	147,184		$	212,230		$	288,466

Weighted average number shares outstanding – basic	298,031			302,170			298,257			303,031

Basic earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.27		$	0.49		$	0.71		$	0.95

Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share	$	80,678		$	147,184		$	212,230		$	288,466

Weighted average shares outstanding – basic	298,031			302,170			298,257			303,031
Effect of dilutive securities:
Equity awards	848			212			670			182
Weighted average shares outstanding – diluted	298,879			302,382			298,927			303,213

Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.27		$	0.49		$	0.71		$	0.95

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Computation of Basic Earnings Per Share:
Net income $ 83,380
$ 57,805
$ 230,473
$ 184,824
Income attributable to non-controlling interests —
(313 ) (76 ) (2,399 )
Non-forfeitable dividends on unvested restricted shares (10 ) (9 ) (31 ) (26 )
Preferred stock dividends —
—
(39 ) —
Net income attributable to the Company’s common stockholders for basic earnings per share $ 83,370
$ 57,483
$ 230,327
$ 182,399

Weighted average shares outstanding - basic 304,936
303,013
304,810
300,697

Basic Earnings Per Share Attributable to the Company’s Common Stockholders:
Net income $ 0.27
$ 0.19
$ 0.76
$ 0.61

Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for basic earnings per share $ 83,370
$ 57,483
$ 230,327
$ 182,399
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 $ 83,370
$ 57,483
$ 230,403
$ 182,399

Weighted average shares outstanding - basic 304,936
303,013
304,810
300,697
Effect of dilutive securities:
Conversion of OP Units —
—
104
—
Equity awards 240
508
261
449
Weighted average shares outstanding - diluted 305,176
303,521
305,175
301,146

Diluted Earnings Per Share Attributable to the Company’s Common Stockholders:
Net income
$ 0.27
$ 0.19
$ 0.75
$ 0.61

~~12.~~14. Earnings per Unit

Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common ~~units,~~unitholders, including any participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities, as such ~~shares~~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 ~~shares of~~ 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~~Partnership’s common units.

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, ~~2017~~2019 and ~~2016:~~2018 (dollars in thousands, except per unit data):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Computation of Basic Earnings Per Unit:
Net income	$	80,854		$	147,346		$	212,714		$	288,730
Non-forfeitable dividends on unvested restricted units	(176		)	(162		)	(484		)	(264		)
Net income attributable to the Operating Partnership’s common units for basic earnings per unit	$	80,678		$	147,184		$	212,230		$	288,466

Weighted average number common units outstanding – basic	298,031			302,170			298,257			303,031

Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.27		$	0.49		$	0.71		$	0.95

Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit	$	80,678		$	147,184		$	212,230		$	288,466

Weighted average common units outstanding – basic	298,031			302,170			298,257			303,031
Effect of dilutive securities:
Equity awards	848			212			670			182
Weighted average common units outstanding – diluted	298,879			302,382			298,927			303,213

Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.27		$	0.49		$	0.71		$	0.95

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Computation of Basic Earnings Per Unit:
Net income attributable to Brixmor Operating Partnership LP $ 83,380
$ 57,805
$ 230,473
$ 184,824
Non-forfeitable dividends on unvested restricted units (10 ) (9 ) (31 ) (26 )
Net income attributable to the Operating Partnership’s common units for basic earnings per unit $ 83,370
$ 57,796
$ 230,442
$ 184,798

Weighted average common units outstanding - basic 304,936
304,659
304,914
304,577

Basic Earnings Per Unit Attributable to the Operating Partnership’s Common Units:
Net Income $ 0.27
$ 0.19
$ 0.76
$ 0.61

Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit $ 83,370
$ 57,796
$ 230,442
$ 184,798

Weighted average common units outstanding - basic 304,936
304,659
304,914
304,577
Effect of dilutive securities:
Equity awards 240
508
261
449
Weighted average common units outstanding - diluted 305,176
305,167
305,175
305,026

Diluted Earnings Per Unit Attributable to the Operating Partnership’s Common Units:
Net Income $ 0.27
$ 0.19
$ 0.76
$ 0.61

~~13.~~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 results of operations, cash flows, or financial position.

OnAs previously disclosed, on August 1, 2019, the Company finalized a settlement with the SEC with respect to matters initially disclosed on February 8, 2016 ~~the Company issued~~relating to a ~~press release and filed a Form 8-K reporting the completion of a~~ review conducted by the Audit Committee of the ~~Company's~~Company’s Board of Directors ~~that began after~~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 ~~received information in late December 2015 through its established compliance processes. The Audit Committee review led~~paid during the ~~Board~~three months ended September 30, 2019. Also as previously disclosed, these matters were the subject of ~~Directors to conclude that specific Company accounting and financial reporting personnel, in certain instances, were smoothing income items, both up and down, between reporting periods in~~ an ~~effort to achieve consistent quarterly same property net operating income growth.~~

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

~~Prior to the Company’s February 8, 2016 announcement, the Company voluntarily reported these matters to the SEC. As a result, the SEC and the United States Attorney's~~U.S. Attorney’s Office for the Southern District of New York.

The Company believes that no additional government proceedings relating to these matters will be brought against the Company. The Company understands that the SEC and Southern District of New York ~~are conducting investigations~~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 ~~certain aspects~~which may be in excess of the Company’s ~~financial reporting and accounting for prior periods and~~insurance coverage.

As previously disclosed, these matters were the ~~Company is cooperating fully.~~

~~The Company entered into a preliminary agreement in May 2017,~~subject of civil litigation, which was finalized in July 2017, to settle the putative securities class action complaint filed in March 2016 by the Westchester Putnam Counties Heavy & Highway Laborers Local 60 Benefit Funds related to the previously disclosed review conducted by the Company’s Audit Committeesettled for ~~$28.0 million. The settlement~~an aggregate amount ~~is within the coverage amount of the Company’s applicable insurance policies. There can be no assurance~~ that such settlement will be approved by the Court. Based on current information, the Company accrued $28.0 million as of September 30, 2017 with respect to the settlement agreement. This amount is included in Accounts payable, accrued expenses and other liabilities in the Company's unaudited Condensed Consolidated Balance Sheets. Because the settlement amount iswas within the coverage amount of the Company’s applicable insurance policies and were funded into escrow by the ~~Company accrued a receivable of $28.0 million as of September 30, 2017. This amount is included in Accounts receivable, net in the Company's unaudited Condensed Consolidated Balance Sheets.~~

~~Leasing commitments~~

The Company periodically enters into ground leases for neighborhood and community shopping centers that it operates and enters into office leases for administrative space. During the three months ended September 30, 2017 and 2016, the Company recognized rent expense associated with these leases of $1.9 million.insurance carriers. During the nine months ended September 30, ~~2017 and 2016,~~2019, the remaining settlement balance of $19.5 million was released from escrow. The settlements provided for the release of, among others, the Company, ~~recognized rent expense associated with these leases of $5.6 million~~its subsidiaries, and ~~$6.5 million, respectively. Minimum annual rental commitments associated with these leases during~~their respective current and former officers, directors and employees from the ~~next five years and thereafter are as follows:~~claims that were or could have been asserted in the litigation.

Year ending December 31,
2017 (remaining three months) $ 1,828
2018 7,127
2019 7,046
2020 7,060
2021 7,251
Thereafter 79,084
Total minimum annual rental commitments $ 109,396

Environmental matters

Under various federal, state and local laws, ordinances and regulations, the Company may be ~~considered an owner~~ or ~~operator of real property or may have arranged~~become liable for the ~~disposal~~costs of removal or ~~treatment~~remediation of certain hazardous or toxic ~~substances. As a result,~~substances released on or in the Company’s property or disposed of by the Company ~~may be liable for~~or its tenants, as well as certain other potential costs ~~including removal, remediation, government~~which could relate to hazardous or toxic substances (including governmental fines and injuries to persons and ~~property.~~property). The Company does not believe that any resulting liability from such matters will have a material impact on the Company’s results of operations, cash flows, or financial position.

~~14.~~16. Related-Party Transactions

In the ordinary course of conducting its business, the Company enters into agreements with its affiliates ~~and an unconsolidated joint venture~~ in relation to the leasing and management of its ~~and/or its related parties’~~ real estate assets.

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

As of September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, there were no material receivables from or payables to related parties.

~~15.~~17. Subsequent Events

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, ~~2017~~2019 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from September 30, ~~2017~~2019 through the date the financial statements were issued.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage relationships set forth in the unaudited Condensed Consolidated ~~Statements of Operations and contained in the unaudited Condensed 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 ~~expressly stated~~ or the context otherwise requires, “we,” ~~“us,~~“our,” and ~~“our” as used herein to refer to each of~~“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"~~(“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers. As of September 30, ~~2017, we owned interests in 498 wholly owned~~2019, our portfolio was comprised of 409 shopping centers (the “Portfolio”) ~~with~~totaling approximately 8472 million square feet of GLA. ~~In addition, we have one land parcel currently under development.~~ Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas (“MSAs”) 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 September 30, 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 United States~~U.S. federal income tax laws, commencing with our taxable year ended December 31, 2011, has maintained such requirements ~~for~~through our taxable year ended December 31, ~~2016~~2018, and ~~expects~~intends to satisfy such requirements for subsequent taxable years.

Our primary objective is to maximize total returns to ~~BPG’s~~our stockholders through consistent, sustainable growth in cash flow. We seek to achieve this through proactive management of and accretive reinvestment in our existing Portfolio of high-quality open air shopping centers, and disciplined capital recycling program focused on maximizing asset value and achieving critical mass in attractive retail submarkets. Our key strategies to achieve ~~growth in cash flow~~this objective include ~~capitalizing on below-market expiring leases, achieving occupancy increases,~~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 center of the communities we serve.

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

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

Fully-Integrated Operating Platform -– We manage a fully-integrated operating platform, leveraging our national scope and demonstrating our commitment to operating with a strong regional and local presence. We provide our tenants with dedicated service through both our national accounts leasing team based in New York and our network of four regional offices in Atlanta, Chicago, Philadelphia and San Diego, ~~and Philadelphia,~~ as well as 11our 10 leasing and property management satellite offices throughout the country. We believe that this ~~strategy~~structure enables us to obtain critical national market intelligence, ~~and to benefit~~while also benefitting from the regional and local expertise of our ~~workforce.~~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 ~~extensive,~~ well-established relationships with retailers, brokers and vendors through many years of operational and transactional experience, as well as significant capital markets capabilities and expertise in executing value-enhancing reinvestment opportunities.

Other Factors That May Influence our Future Results

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

~~The amount of rental~~Rental income ~~and expense reimbursements we receive~~ is primarily dependent on our ability to maintain or increase rental rates, ~~and on our ability to~~ renew expiring leases and/or lease available ~~space.~~space, and our inability to do so may impact our overall performance. Additionally, increases in our property operating expenses, such as 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 orand local economic ~~climates;~~climates or demographics; (2) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio; (3) ~~changes in market rental rates; (4) changes in the regional demographics surrounding our properties; (5)~~ competition from other available properties and e-commerce, and the attractiveness of properties in our Portfolio to our tenants; ~~(6)~~(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 ~~the~~their ability ~~of tenants~~ to pay rent and expense reimbursements; ~~and (7)~~(5) in the case of percentage ~~rent,~~rents, the sales volume of our ~~tenants.~~

~~Our~~tenants; (6) increases in property operating ~~costs represent property-related costs, such as repairs~~expenses, including common area expenses, utilities, insurance and ~~maintenance, landscaping, snow removal, utilities, property insurance costs, security, ground rent expense related to properties for~~real estate taxes, which we are ~~the lessee~~relatively inflexible and ~~various other property related costs. Increases~~generally do not decrease if revenue or occupancy decrease; (7) increases in ~~our operating~~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 ~~extent they are not offset by revenue increases, may impact our overall performance.~~environment and taxes. For a further discussion of these and other factors that could impact our future results, ~~and performance,~~ see Item 1A1A. “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, ~~2016.~~2018.

~~Portfolio~~Leasing Highlights

As of September 30, 2019, billed and ~~Financial Highlights~~leased occupancy were 88.6% and 91.9%, respectively, as compared to 89.4% and 92.5%, respectively, as of September 30, 2018.

The following table summarizes our executed leasing activity for the three months ended September 30, 2019 and 2018 (dollars in thousands, except for per square foot (“PSF”) amounts):


For the Three Months Ended September 30, 2019														For the Three Months Ended September 30, 2019
		Three Months Ended September 30,						Nine Months Ended September 30,						Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread⁽¹⁾
		2017			2016			2017			2016
Occupancy
	Billed	89.6		%	90.6		%	89.6		%	90.6		%
	Leased	91.6		%	92.6		%	91.6		%	92.6		%
Executed leases
New, renewal and option leases														509	3,623,347	$	13.95	$	6.92	$	1.38	11.1	%
New and renewal leases														438	2,252,432	16.63		11.12		2.22		13.3	%
New leases	New leases													160	948,964	15.63		23.97		5.07		30.5	%
	Leases executed	158			191			472			569
	GLA executed	0.7 million			0.8 million			2.3 million			2.6 million
Renewal leases	Renewal leases													278	1,303,468	17.36		1.77		0.15		9.4	%
	Leases executed	235			229			721			720
	GLA executed	1.4 million			1.2 million			3.5 million			3.3 million
Option leases	Option leases													71	1,370,915	9.55		—		—		6.5	%
	Leases executed	93			93			240			275
For the Three Months Ended September 30, 2018														For the Three Months Ended September 30, 2018
	GLA executed	1.3 million			1.5 million			3.2 million			4.8 million			Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread⁽¹⁾
Total
	Leases executed	486			513			1,433			1,564
	GLA executed	3.4 million			3.5 million			9.0 million			10.7 million
New and renewal lease statistics
New, renewal and option leases														509	3,135,370	$	14.54	$	6.97	$	1.31	12.1	%
New and renewal leases														436	2,238,581	15.43		9.76		1.84		13.4	%
New leases	New leases													157	875,425	14.78		21.76		4.53		39.7	%
	Average ABR per square foot	$	16.89		$	15.53		$	15.92		$	15.40
	Average ABR per square foot increase ⁽¹⁾	20.7		%	26.2		%	30.6		%	28.4		%
	Average tenant improvements per square foot	$	23.39		$	20.83		$	22.87		$	20.59
	Average leasing commissions per square foot	$	4.19		$	3.37		$	3.90		$	3.28
New and renewal leases
	Average ABR per square foot	$	14.99		$	13.40		$	15.57		$	14.93
	Average ABR per square foot increase ⁽¹⁾	12.7		%	14.7		%	15.2		%	15.5		%
	Average tenant improvements per square foot	$	11.76		$	8.72		$	11.33		$	9.26
	Average leasing commissions per square foot	$	1.52		$	1.38		$	1.62		$	1.48
Renewal leases														279	1,363,156	15.84		2.06		0.10		6.7	%
Option leases														73	896,789	12.32		—		—		8.6	%


⁽¹⁾	Based on comparable leases ~~only.~~only, which includes new leases executed on units that were occupied within the prior 12 months and renewals executed with the same tenant in all or a portion of the same location to extend the term of an expiring lease.

Excludes leases executed for terms of less than one year.

ABR PSF includes the GLA of lessee-owned leasehold improvements.

The following table summarizes our executed leasing activity for the nine months ended September 30, 2019 and 2018 (dollars in thousands, except for PSF amounts):



For the Nine Months Ended September 30, 2019
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread⁽¹⁾
New, renewal and option leases	1,360	10,107,597	$	13.82	$	6.88	$	1.44	10.9	%
New and renewal leases	1,155	6,188,294	15.93		11.20		2.34		13.3	%
New leases	483	2,669,762	16.42		23.75		5.27		31.0	%
Renewal leases	672	3,518,532	15.56		1.68		0.12		8.3	%
Option leases	205	3,919,303	10.48		0.05		—		7.2	%

For the Nine Months Ended September 30, 2018
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread⁽¹⁾
New, renewal and option leases	1,525	9,276,924	$	14.61	$	7.77	$	1.43	12.4	%
New and renewal leases	1,295	6,362,370	15.74		11.27		2.06		14.7	%
New leases	484	2,931,627	14.71		22.14		4.42		35.2	%
Renewal leases	811	3,430,743	16.62		1.98		0.05		8.4	%
Option leases	230	2,914,554	12.14		0.14		0.03		7.6	%


⁽¹⁾	Based on comparable leases only, which includes new leases executed on units that were occupied within the prior 12 months and renewals executed with the same tenant in all or a portion of the same location to extend the term of an expiring lease.

Excludes leases executed for terms of less than one year.

ABR PSF includes the GLA of lessee-owned leasehold improvements.

Acquisition Activity

During the nine months ended September 30, ~~2017,~~ 2019, we acquired ~~one~~two shopping centers, two leases at an existing shopping center and one ~~building, two outparcel buildings and two outparcels~~ land parcel for an aggregate purchase price of $79.6 million, including transaction ~~costs,~~costs.

During the nine months ended September 30, 2018, we acquired one land parcel, one outparcel building and one outparcel for an aggregate purchase price of ~~$111.8 million.~~

$9.0 million, including transaction costs.

Disposition Activity

During the nine months ended September 30, ~~2017,~~2019, we disposed of ~~14 wholly owned~~18 shopping centers and ~~two outparcel buildings~~four partial shopping centers for aggregate net proceeds of ~~$228.7~~$239.4 million resulting in aaggregate gain of ~~$54.9~~$46.0 million and aggregate impairment of ~~$0.4~~$14.4 million. In addition, during the nine months ended September 30, ~~2017,~~2019, we received aggregate net proceeds of $0.4 million from previously disposed assets resulting in aggregate gain of $0.3 million.

During the nine months ended September 30, 2018, we disposed of ~~our unconsolidated joint venture interest~~42 shopping centers and two partial shopping centers for aggregate net proceeds of ~~$12.4~~$676.5 million resulting in aggregate gain of $158.5 million and aggregate impairment of $28.4 million. In addition, during the nine months ended September 30, 2018, we received net proceeds of $0.5 million from previously disposed assets resulting in a gain of ~~$4.6~~$0.5 million.

Results of Operations

The results of operations discussion is combined for ~~the Parent Company~~BPG and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.

Comparison of the Three Months Ended September 30, ~~2017~~2019 to the Three Months Ended September 30, ~~2016~~2018

Revenues (in thousands)


	Three Months Ended September 30,							Three Months Ended September 30,
	2017		2016		$ Change			2019		2018		$ Change
Revenues
Rental income	$	246,578	$	247,859	$	(1,281	)	$	292,732	$	306,172	$	(13,440	)
Expense reimbursements	66,489		69,469		(2,980		)
Other revenues	1,429		1,249		180			233		308		(75		)
Total revenues	$	314,496	$	318,577	$	(4,081	)	$	292,965	$	306,480	$	(13,515	)

Rental income

The decrease in rental income for the three months ended September 30, ~~2017~~2019 of ~~$1.3~~$13.4 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to ~~(i)~~ a ~~$2.1~~$21.0 million decrease in ~~above and below market lease accretion,~~rental income due to net ~~of tenant inducements; and (ii) a $0.9 million decrease in straight-line rent;~~disposition activity, partially offset by a $7.6 million increase for the remaining portfolio. The increase for the remaining portfolio was due to (i) a $5.2 million increase in base rent; (ii) a $2.5 million increase in straight-line rental income, net; (iii) a ~~$1.1~~$2.0 million increase in expense reimbursements; (iv) a $0.7 million increase in ancillary and other rental income; (v) a $0.4 million increase in percentage rents; and (vi) a $0.1 million increase in lease ~~settlement income;~~termination fees; partially offset by (vii) a $2.1 million increase in revenues deemed uncollectible; and ~~(iv)~~(viii) a ~~$0.9~~$1.2 million decrease in accretion of above- and below-market leases and tenant inducements, net. The $5.2 million increase in base ~~rent. The base~~ rent ~~increase~~for the remaining portfolio was ~~driven~~ primarily bydue to contractual rent increases as well as positive rent spreads ~~of 12.2% during the nine months ended September 30, 2017 and 11.3% in 2016~~ for new and renewal leases and option exercises of 10.9% during the nine months ended September 30, 2019 and 11.8% during the year ended December 31, 2018, partially offset by a decline in billed occupancy. 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.

~~Expense reimbursements~~Other revenues

~~The decrease in expense reimbursements~~Other revenues remained generally consistent for the three months ended September 30, ~~2017 of $3.0 million,~~2019 as compared to the corresponding period in ~~2016, was primarily due to a decrease in reimbursable real estate tax expenses.~~2018.

~~Other revenues~~

~~The increase in other revenues for the three months ended September 30, 2017 of $0.2 million, as compared to the corresponding period in 2016, was primarily due to an increase in percentage rent.~~

Operating Expenses (in thousands)


	Three Months Ended September 30,							Three Months Ended September 30,
	2017		2016		$ Change			2019		2018		$ Change
Operating expenses
Operating costs	$	30,505	$	31,041	$	(536	)	$	29,573	$	31,969	$	(2,396	)
Real estate taxes	45,076		47,812		(2,736		)	43,688		44,711		(1,023		)
Depreciation and amortization	94,239		98,337		(4,098		)	82,837		85,183		(2,346		)
Provision for doubtful accounts	1,216		2,218		(1,002		)	—		3,094		(3,094		)
Impairment of real estate assets	11,065		1,971		9,094			8,170		16,372		(8,202		)
General and administrative	22,838		21,787		1,051			24,550		21,209		3,341
Total operating expenses	$	204,939	$	203,166	$	1,773		$	188,818	$	202,538	$	(13,720	)

Operating costs

The decrease in operating costs for the three months ended September 30, ~~2017~~2019 of ~~$0.5~~$2.4 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to a $2.3 million decrease in ~~insurance expenses,~~operating costs due to net disposition activity and a $0.9 million decrease in operating costs for the remaining portfolio, partially offset by ana $0.8 million increase in ~~repair and maintenance costs.~~operating costs due to insurance captive adjustments.

Real estate taxes

The decrease in real estate taxes for the three months ended September 30, ~~2017~~2019 of ~~$2.7~~$1.0 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to a $2.5 million decrease in real estate taxes due to net disposition

activity, partially offset by a $1.5 million increase for the remaining portfolio primarily due to increases in tax ~~refunds as a result of appeals during 2016.~~rates and assessments from several jurisdictions.

Depreciation and amortization

The decrease in depreciation and amortization for the three months ended September 30, ~~2017~~2019 of ~~$4.1~~$2.3 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to ~~the continued~~a $5.3 million decrease in ~~acquired in-place lease intangibles with~~depreciation and amortization due to net disposition activity, partially offset by a $3.0 million increase for the remaining ~~net book value.~~portfolio primarily due to an increase in depreciation and amortization for tenant-specific assets.

Provision for doubtful accounts

~~The decrease~~Following 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 the provision for doubtful accounts for the three months ended September 30, 2017 of $1.0 million, as compared to the corresponding period in 2016, was primarily due to increased recoveries of previously reserved receivables.accordance with our previous presentation.

Impairment of real estate assets

During the three months ended September 30, ~~2017,~~2019, aggregate impairment of ~~$11.1~~$8.2 million was recognized on three shopping centers and one partial shopping center as a result of disposition activity. During the three months ended September 30, 2018, aggregate impairment of $16.4 million was recognized on four shopping centers and two partial shopping centers as a result of disposition activity and ~~four~~five operating ~~properties as a result of a change~~properties. Impairments recognized were due to changes in ~~the estimated~~anticipated hold ~~period of these properties~~periods in connection with our capital recycling program. ~~During the three months ended September 30, 2016, aggregate impairment of $2.0 million was recognized on one shopping center as a result of disposition activity and one shopping center held for sale.~~

General and administrative

The increase in general and administrative costs for the three months ended September 30, ~~2017~~2019 of ~~$1.1~~$3.3 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to a reduction in capitalized legal and payroll costs in connection with the adoption of ASC 842 and increased ~~non-routine legal expenses.~~payroll costs.

During the three months ended September 30, ~~2017~~2019 and ~~2016,~~2018, construction compensation costs of ~~$1.8~~$3.8 million and ~~$1.7~~$2.6 million, respectively, were capitalized to building and improvements and leasing ~~compensation~~payroll costs of ~~$3.5~~$0.0 million and ~~$3.7~~$2.0 million, respectively, leasing legal costs of $0.0 million and $1.2 million, respectively, and leasing commission costs of $1.6 million and $2.5 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)


	Three Months Ended September 30,									Three Months Ended September 30,
	2017			2016			$ Change			2019			2018			$ Change
Other income (expense)
Dividends and interest	$	76		$	89		$	(13	)	$	128		$	156		$	(28	)
Interest expense	(57,410		)	(57,855		)	445			(47,698		)	(55,364		)	7,666
Gain on sale of real estate assets	25,942			2,450			23,492			25,621			119,333			(93,712		)
Gain (loss) on extinguishment of debt, net	1,828			(1,042		)	2,870
Loss on extinguishment of debt, net										(943		)	(19,759		)	18,816
Other	(1,200		)	(1,370		)	170			(401		)	(962		)	561
Total other income (expense)	$	(30,764	)	$	(57,728	)	$	26,964		$	(23,293	)	$	43,404		$	(66,697	)

Dividends and interest

Dividends and interest remained generally consistent for the three months ended September 30, ~~2017~~2019 as compared to the corresponding period in ~~2016.~~2018.

Interest expense

The decrease in interest expense for the three months ended September 30, ~~2017~~2019 of ~~$0.4~~$7.7 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to ~~(i) the refinancing of~~lower overall debt ~~obligations at lower rates and (ii) a decrease in debt obligations, partially offset by (iii) a decrease in debt premium amortization, net of discounts.~~obligations.

Gain on ~~the~~ sale of real estate assets

During the three months ended September 30, ~~2017, six~~2019, nine shopping centers ~~that~~ were disposed ~~for~~resulting in aggregate gain of $25.5 million. In addition, during the three months ended September 30, 2019, we received aggregate net proceeds of ~~$104.1~~$0.1 million ~~resulted~~from previously disposed assets resulting in aaggregate gain of ~~$25.9~~$0.1 million. During the three months ended September 30, ~~2016, one of the~~2018, 22 shopping centers ~~that was~~were disposed ~~for net proceeds of $5.6 million resulted~~resulting in aaggregate gain of ~~$2.5~~$119.3 million.

~~Gain (loss)~~Loss on extinguishment of debt, net

During the three months ended September 30, ~~2017,~~2019, we repaid $300.0 million of an unsecured term loan under our ~~$2.75 billion~~ senior unsecured credit facility agreement, as amended December 12, 2018 (the ~~"Unsecured~~“Unsecured Credit ~~Facility"~~Facility”) ~~and $97.0 million of secured loans,~~, resulting in a ~~$1.8~~$0.9 million ~~gain~~loss on extinguishment of debt ~~net.~~due to the acceleration of unamortized debt issuance costs. During the three months ended September 30, ~~2016,~~2018, we repaid ~~$681.0~~$250.0 million of unsecured term loans and $505.4 million of secured ~~loans, resulting in a $1.4 million gain on extinguishment of debt, net. In addition,~~loans. During the three months ended September 30, 2018, we recognized a ~~$2.5~~$19.8 million loss on extinguishment of debt, ~~in connection with the execution~~net as a result of ~~the Unsecured Credit Facility.~~debt transactions, which included $27.3 million of prepayment fees, partially offset by $7.5 million of accelerated unamortized debt premiums, net of debt issuance costs.

Other

The decrease in other expense ~~net~~ for the three months ended September 30, ~~2017 as compared to the corresponding period in 2016, was primarily due to a decrease in consulting expenses and a decrease in tenant litigation settlement expenses.~~

~~Equity in Income~~2019 of ~~Unconsolidated Joint Venture (in thousands)~~

Three Months Ended September 30,
2017 2016 $ Change
Equity in income of unconsolidated joint venture $ 31
$ 122
$ (91 )
Gain on disposition of unconsolidated joint venture interest $ 4,556
$ —
$ 4,556

~~Equity in income of unconsolidated joint venture~~

~~The decrease in equity in income of unconsolidated joint venture for the three months ended September 30, 2017 of less than $0.1~~$0.6 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to ~~the disposition~~a favorable appeal of ~~our unconsolidated joint venture interest~~previously reserved taxes during ~~the three months ended September 30, 2017.~~2019.

~~Gain on disposition of unconsolidated joint venture interest~~

~~During the three months ended September 30, 2017, we disposed of our unconsolidated joint venture interest for net proceeds of $12.4 million resulting in a gain of $4.6 million.~~

Comparison of the Nine Months Ended September 30, ~~2017~~2019 to the Nine Months Ended September 30, ~~2016~~2018

Revenues (in thousands)


	Nine Months Ended September 30,						Nine Months Ended September 30,
	2017		2016		$ Change		2019		2018		$ Change
Revenues
Rental income	$	749,976	$	744,580	$	5,396	$	873,424	$	935,689	$	(62,265	)
Expense reimbursements	206,718		200,944		5,774
Other revenues	6,426		6,214		212		1,685		996		689
Total revenues	$	963,120	$	951,738	$	11,382	$	875,109	$	936,685	$	(61,576	)

Rental income

The ~~increase~~decrease in rental income for the nine months ended September 30, ~~2017,~~2019 of ~~$5.4~~$62.3 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to a $74.6 million decrease in rental income due to net disposition activity, partially offset by a $12.3 million increase for the remaining portfolio. The increase for the remaining portfolio was due to (i) a ~~$10.5~~$12.1 million increase in base rent; ~~and~~ (ii) a ~~$4.7~~$6.7 million increase in straight-line ~~rent;~~rental income, net; (iii) a $2.9 million increase in expense reimbursements; (iv) a $1.8 million increase in ancillary and other rental income; (v) a $0.8 million increase in percentage rents; and (vi) a $0.5 million increase in lease termination fees; partially offset by ~~(iii)~~(vii) a ~~$7.3~~$6.9 million increase in revenues deemed uncollectible; and (viii) a $5.6 million decrease in ~~above~~accretion of above- and ~~below market lease accretion, net of~~below-market leases and tenant ~~inducements; and (iv) a $2.1~~inducements, net. The $12.1 million ~~decrease~~increase in ~~lease settlement income. The~~ base rent ~~increase~~for the remaining portfolio was ~~driven~~ primarily bydue to contractual rent increases as well as positive rent spreads ~~of 12.2% during the nine months ended September 30, 2017 and 11.3% in 2016~~ for new and renewal leases and option exercises of 10.9% during the nine months ended September 30, 2019 and 11.8% during the year ended December 31, 2018, partially offset by a decline in billed occupancy. In connection with the adoption of 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.

~~Expense reimbursements~~Other revenues

The increase in ~~expense reimbursements~~other revenues for the nine months ended September 30, ~~2017~~2019 of ~~$5.8~~$0.7 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to an increase in ~~reimbursable real estate~~ tax ~~expenses and operating expenses.~~increment financing income.

~~Other revenues~~

~~Other revenues remained generally consistent for the nine months ended September 30, 2017 as compared to the corresponding period in 2016.~~

Operating Expenses (in thousands)


	Nine Months Ended September 30,							Nine Months Ended September 30,
	2017		2016		$ Change			2019		2018		$ Change
Operating expenses
Operating costs	$	100,955	$	97,507	$	3,448		$	90,138	$	101,340	$	(11,202	)
Real estate taxes	135,607		130,886		4,721			130,203		135,383		(5,180		)
Depreciation and amortization	285,040		294,634		(9,594		)	249,825		266,900		(17,075		)
Provision for doubtful accounts	4,023		6,579		(2,556		)	—		6,458		(6,458		)
Impairment of real estate assets	27,383		1,971		25,412			17,468		44,201		(26,733		)
General and administrative	67,043		69,709		(2,666		)	75,168		64,955		10,213
Total operating expenses	$	620,051	$	601,286	$	18,765		$	562,802	$	619,237	$	(56,435	)

Operating costs

The ~~increase~~decrease in operating costs for the nine months ended September 30, ~~2017~~2019 of ~~$3.4~~$11.2 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to ana $8.5 million decrease in operating costs due to net disposition activity and a $3.7 million decrease in operating costs for the remaining portfolio, partially offset by a $1.0 million increase in ~~snow removal~~operating costs ~~and repair and maintenance costs.~~due to insurance captive adjustments.

Real estate taxes

The ~~increase~~decrease in real estate taxes for the nine months ended September 30, ~~2017~~2019 of ~~$4.7~~$5.2 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to ~~increased~~a $9.1 million decrease in real estate taxes due to net disposition activity, partially offset by a $3.9 million increase for the remaining portfolio primarily due to increases in tax rates and assessments from several ~~jurisdictions during 2017.~~jurisdictions.

Depreciation and amortization

The decrease in depreciation and amortization for the nine months ended September 30, ~~2017~~2019 of ~~$9.6~~$17.1 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to ~~the continued~~a $20.2 million decrease in depreciation and amortization due to net disposition activity, partially offset by a $3.1 million increase for the remaining portfolio primarily due to an increase in depreciation and amortization for tenant-specific assets, partially offset by a decrease related to acquired in-place lease ~~intangibles with remaining net book value.~~intangibles.

Provision for doubtful accounts

~~The decrease~~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 the provision for doubtful accounts for the nine months ended September 30, 2017 of $2.6 million, as compared to the corresponding period in 2016, was primarily due to increased recoveries of previously reserved receivables.accordance with our previous presentation.

Impairment of real estate assets

During the nine months ended September 30, ~~2017,~~2019, aggregate impairment of ~~$27.4~~$17.5 million was recognized on ~~two~~three shopping centers ~~as a result of disposition activity~~ and seven operating properties as a result of a change in the estimated hold period of these properties in connection with our capital recycling program. During the nine months ended September 30, 2016, aggregate impairment of $2.0 million was recognized on one partial shopping center as a result of disposition activity and one operating property. During the nine months ended September 30, 2018, aggregate impairment of $44.2 million was recognized on 10 shopping centers and one partial shopping center ~~held for sale.~~as a result of disposition activity and six operating properties. Impairments recognized were due to changes in anticipated hold periods in connection with our capital recycling program.

General and administrative

The ~~decrease~~increase in general and administrative costs for the nine months ended September 30, ~~2017~~2019 of ~~$2.7~~$10.2 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due ~~to 2016 expenses associated~~a reduction in capitalized legal and payroll costs in connection with the ~~Audit Committee review~~adoption of ASC 842 and ~~decreased severance expenses associated with the separation of former executives of the Company in 2016, partially offset by~~ increased ~~non-routine legal expenses.~~payroll costs.

During the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, construction compensation costs of ~~$5.8~~$10.7 million and ~~$4.8~~$7.7 million, respectively, were capitalized to building and improvements and leasing ~~compensation~~payroll costs of ~~$10.6~~$0.0 million and ~~$11.5~~$6.2 million, respectively, leasing legal costs of $0.0 million and $2.5 million, respectively, and leasing commission costs of $4.5 million and $5.4 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)


	Nine Months Ended September 30,									Nine Months Ended September 30,
	2017			2016			$ Change			2019			2018			$ Change
Other income (expense)
Dividends and interest	$	234		$	481		$	(247	)	$	575		$	356		$	219
Interest expense	(170,584		)	(171,482		)	898			(142,839		)	(165,735		)	22,896
Gain on sale of real estate assets	54,920			10,232			44,688			46,266			159,043			(112,777		)
Gain (loss) on extinguishment of debt, net	488			(949		)	1,437
Loss on extinguishment of debt, net										(1,620		)	(20,182		)	18,562
Other	(2,591		)	(4,258		)	1,667			(1,975		)	(2,200		)	225
Total other income (expense)	$	(117,533	)	$	(165,976	)	$	48,443
Total other expense										$	(99,593	)	$	(28,718	)	$	(70,875	)

Dividends and interest

~~The decrease in dividend~~Dividends and interest remained generally consistent for the nine months ended September 30, ~~2017 of $0.2 million,~~2019 as compared to the corresponding period in ~~2016, was primarily due to interest income recognized in 2016 in connection with a tax refund.~~2018.

Interest expense

The decrease in interest expense for the nine months ended September 30, ~~2017~~2019 of ~~$0.9~~$22.9 million, as compared to the corresponding period in ~~2016,~~2018, was primarily due to ~~(i) the refinancing of~~lower overall debt ~~obligations at lower rates and (ii) a decrease in debt obligations, partially offset by (iii) a decrease in debt premium amortization, net of discounts.~~obligations.

Gain on ~~the~~ sale of real estate assets

During the nine months ended September 30, ~~2017, 12~~2019, 15 shopping centers and ~~two outparcel buildings that~~three partial shopping centers were disposed ~~for~~resulting in aggregate gain of $46.0 million. In addition, during the nine months ended September 30, 2019, we received aggregate net proceeds of ~~$211.4~~$0.4 million ~~resulted~~from previously disposed assets resulting in aaggregate gain of ~~$54.9~~$0.3 million. During the nine months ended September 30, ~~2016, three of the~~2018, 35 shopping centers and one ~~outparcel building that~~partial shopping center were disposed ~~for~~resulting in aggregate gain of $158.5 million. In addition, during the nine months ended September 30, 2018, we received aggregate net proceeds of ~~$26.2~~$0.5 million ~~resulted~~from previously disposed assets resulting in aaggregate gain of ~~$10.2~~$0.5 million.

~~Gain (loss)~~Loss on extinguishment of debt, net

During the nine months ended September 30, ~~2017,~~2019, we repaid ~~$380.3 million of secured loans and $790.0~~$500.0 million of an unsecured term loan under ~~our~~the Unsecured Credit Facility, resulting in a ~~$0.5~~$1.6 million ~~gain~~loss on extinguishment of debt ~~net.~~due to the acceleration of unamortized debt issuance costs. During the nine months ended September 30, ~~2016,~~2018, we repaid ~~$849.5~~$435.0 million of unsecured term loans and $505.5 million of secured ~~loans, resulting in a $1.5 million gain on extinguishment of debt. In addition,~~loans. During the nine months ended September 30, 2018, we recognized a ~~$2.5~~$20.2 million loss on extinguishment of debt, ~~in connection with the execution~~net as a result of ~~the Unsecured Credit Facility.~~debt transactions, which included $27.6 million of prepayment fees, partially offset by $7.4 million of accelerated unamortized debt premiums, net of discounts and debt issuance costs.

Other

~~The decrease in other~~Other expense ~~net~~remained generally consistent for the nine months ended September 30, ~~2017 of $1.7 million,~~2019 as compared to the corresponding period in ~~2016, was primarily due to a decrease in consulting expenses and a decrease in tenant litigation settlement expenses.~~2018.

~~Equity in Income of Unconsolidated Joint Venture (in thousands)~~

Nine Months Ended September 30,
2017 2016 $ Change
Equity in income of unconsolidated joint venture $ 381
$ 348
$ 33
Gain on disposition of unconsolidated joint venture interest $ 4,556
$ —
$ 4,556

~~Equity in income of unconsolidated joint venture~~

The increase in equity in income of unconsolidated joint venture for the nine months ended September 30, 2017 of less than $0.1 million, as compared to the corresponding period in 2016, was primarily due to lower interest expense as a result of the 2016 payoff of a secured loan on our joint venture property and the disposition of our unconsolidated joint venture interest during the nine months ended September 30, 2017.

~~Gain on disposition of unconsolidated joint venture interest~~

~~During the nine months ended September 30, 2017, we disposed of our unconsolidated joint venture interest for net proceeds of $12.4 million resulting in a gain of $4.6 million.~~

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 ~~BPG's~~our qualification as a REIT and other ~~capital~~ obligations associated with conducting our business.

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

Sources

cash and cash equivalent ~~and restricted cash~~ balances;

operating cash flow;

~~dispositions;~~

available borrowings under our existing Unsecured Credit Facility;

dispositions;

issuance of long-term debt; and

issuance of equity securities.

Uses

~~recurring~~ maintenance capital expenditures;

~~leasing related~~leasing-related capital expenditures;

debt repayments;

anchor space repositioning, redevelopment, development and ~~development~~other value-enhancing capital expenditures;

~~debt maturities and repayment requirements;~~

dividend/distribution ~~payments;~~payments

acquisitions; and

~~acquisitions.~~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 ~~a $1.25 billion revolving credit facility (the "Revolving Facility"), under which we had $1.25 billion of undrawn capacity as of September 30, 2017. In addition, we believe we have~~ access to multiple forms of capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, ~~including through~~which will allow us to efficiently execute on our ~~at-the-market equity offering program.~~strategic and operational objectives. We currently have investment grade credit ratings from all three major credit rating agencies. As of September 30, 2019, our $1.25 billion revolving credit facility (the “Revolving Facility”) had $1.2 billion of undrawn capacity and we had outstanding letters of credit totaling $4.3 million, which reduce available liquidity under the Revolving Facility. We intend to continue to enhance our financial and ~~operating~~operational flexibility through ~~laddering and extending~~the additional extension of the duration of our ~~debt, and further expanding our unencumbered asset base.~~debt.

In ~~March 2017, the Operating Partnership~~May 2019, we issued $400.0 million aggregate principal amount of ~~3.90%~~4.125% Senior Notes due ~~2027~~2029 (the ~~“2027~~“2029 Notes”), at 99.804% of par, the net proceeds of which were ~~utilized~~used to repay outstanding indebtedness ~~including borrowings~~ under ~~the~~our Unsecured Credit Facility and for general corporate purposes. The ~~2027~~2029 Notes bear interest at a rate of ~~3.90%~~4.125% per annum, payable semi-annually on ~~September~~May 15 and ~~March~~November 15 of each year, commencing ~~September~~November 15, ~~2017.~~2019. The ~~2027~~2029 Notes will mature on ~~March~~May 15, ~~2027.~~2029. We 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 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 ~~June 2017, the Operating Partnership~~August 2019, we issued ~~$500.0~~$350.0 million aggregate principal amount of ~~3.65%~~4.125% Senior Notes due ~~2024 (the “2024 Notes”),~~2029 at 106.402% of par, the net proceeds of which were ~~utilized~~used to repay outstanding indebtedness ~~including borrowings~~ under ~~the~~our Unsecured Credit Facility and for general corporate purposes. The ~~2024 Notes bear interest at~~notes have substantially identical terms as, constitute a ~~rate~~further issuance of, ~~3.65% per annum, payable semi-annually on June 15~~ and ~~December 15 of each year, commencing December 15, 2017. The 2024 Notes will mature on June 15, 2024.~~form a single series with, our outstanding 2029 Notes.

In ~~July~~December 2017, the ~~Operating Partnership entered into~~Board of Directors authorized a ~~$300.0 million variable rate unsecured term loan facility~~share repurchase program (the ~~"$300 Million Term Loan"~~“Program”). The term loan facility has a seven-year term maturing on July 26, 2024, with no available extension options, and will bear interest at a rate of LIBOR plus 190 basis points (based on the Operating Partnership’s current credit ratings). Proceeds from the $300 Million Term Loan were used for up to ~~prepay $300.0~~$400.0 million of ~~an unsecured term loan under~~our common stock. The Program is scheduled to expire on December 5, 2019, unless extended by the ~~Company’s Unsecured Credit Facility maturing July 31, 2018.~~

Board of Directors. During the nine months ended September 30, ~~2017,~~2019, we repurchased 0.8 million shares of common stock under the ~~Company repaid $790.0~~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 for the nine months ended September 30, 2019. As of September 30, 2019, the Program had $275.0 million of an unsecured term loan under our Unsecured Credit Facility and $380.3 million of secured loans, resulting in a $0.5 million net gain on extinguishment of debt. These repayments were funded primarily with proceeds from the issuance of the 2027 Notes, 2024 Notes and the $300 Million Term Loan.available repurchase capacity.

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 ~~operating fundamentals.~~other factors our Board of Directors may deem relevant. We generally intend to maintain a conservative dividend payout ratio, reserving such amounts as the Board of Directors considers necessary for reinvestment in our Portfolio, debt reduction, acquisitions of new properties, other investments as suitable opportunities arise, and such other factors as the Board of Directors considers appropriate.ratio. Cash dividends paid to common stockholders ~~and OP Unit holders~~ for the nine months ended

September 30, ~~2017~~2019 and ~~2016~~2018 were ~~$238.2~~$251.3 million and ~~$224.1~~$250.9 million, respectively. Our Board of Directors declared a quarterly cash dividend of ~~$0.26~~$0.28 per common share in July ~~2017~~2019 for the third quarter of ~~2017.~~2019. The dividend was paid on October ~~16, 2017~~15, 2019 to shareholders of record on October ~~5, 2017.~~4, 2019. Our Board of Directors declared a quarterly cash dividend of ~~$0.275~~$0.285 per common share in October ~~2017~~2019 for the fourth quarter of ~~2017.~~2019. The dividend is payable on January ~~16, 2018~~15, 2020 to shareholders of record on January ~~4, 2018.~~6, 2020.

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

Brixmor Property Group Inc.


	Nine Months Ended September 30,						Nine Months Ended September 30
	2017			2016			2019			2018
Cash flows provided by operating activities	$	421,113		$	421,191		$	399,933		$	400,182
Cash flows used in investing activities	$	(14,135	)	$	(115,083	)
Cash flows provided by (used in) investing activities							(110,543		)	480,070
Cash flows used in financing activities	$	(367,829	)	$	(340,293	)	(308,674		)	(926,010		)



Maryland ~~(Brixmor~~	(Brixmor Property Group Inc.)	45-2433192
Delaware ~~(Brixmor~~	(Brixmor Operating Partnership LP)	80-0831163
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BRX	New York Stock Exchange



Brixmor Property Group Inc.				Brixmor Operating Partnership LP
Large accelerated filer	þ☑	Non-accelerated filer	☐	Large accelerated filer	☐	Non-accelerated filer	þ☑
Smaller reporting company	☐	Accelerated filer	☐	Smaller reporting company	☐	Accelerated filer	☐
Emerging growth company	☐			Emerging growth company	☐
~~(Do not check if a smaller reporting company)~~



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



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



BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per unit data)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues
Rental income	$	246,578		$	247,859		$	749,976		$	744,580
Expense reimbursements	66,489			69,469			206,718			200,944
Other revenues	1,429			1,249			6,426			6,214
Total revenues	314,496			318,577			963,120			951,738

Operating expenses
Operating costs	30,505			31,041			100,955			97,507
Real estate taxes	45,076			47,812			135,607			130,886
Depreciation and amortization	94,239			98,337			285,040			294,634
Provision for doubtful accounts	1,216			2,218			4,023			6,579
Impairment of real estate assets	11,065			1,971			27,383			1,971
General and administrative	22,838			21,787			67,043			69,709
Total operating expenses	204,939			203,166			620,051			601,286

Other income (expense)
Dividends and interest	76			89			234			481
Interest expense	(57,410		)	(57,855		)	(170,584		)	(171,482		)
Gain on sale of real estate assets	25,942			2,450			54,920			10,232
Gain (loss) on extinguishment of debt, net	1,828			(1,042		)	488			(949		)
Other	(1,200		)	(1,370		)	(2,591		)	(4,258		)
Total other expense	(30,764		)	(57,728		)	(117,533		)	(165,976		)

Income before equity in income of unconsolidated joint venture	78,793			57,683			225,536			184,476
Equity in income of unconsolidated joint venture	31			122			381			348
Gain on disposition of unconsolidated joint venture interest	4,556			—			4,556			—

Net income attributable to Brixmor Operating Partnership LP	$	83,380		$	57,805		$	230,473		$	184,824
Per common unit:
Net income attributable to partnership common units:
Basic	$	0.27		$	0.19		$	0.76		$	0.61
Diluted	$	0.27		$	0.19		$	0.76		$	0.61
Weighted average number of partnership common units:
Basic	304,936			304,659			304,914			304,577
Diluted	305,176			305,167			305,175			305,026
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



				Aggregate Purchase Price
Description	Location	Month Acquired	GLA	Cash		Debt Assumed		Total
Outparcel building adjacent to Annex of Arlington	Arlington Heights, IL	Feb-17	5,760	$	1,006	$	—	$	1,006
Outparcel adjacent to Northeast Plaza	Atlanta, GA	Feb-17	N/A	1,537		—		1,537
Arborland Center	Ann Arbor, MI	Mar-17	403,536	102,268		—		102,268
Building adjacent to Preston Park	Plano, TX	Apr-17	31,080	4,015		—		4,015
Outparcel building adjacent to Cobblestone Village	St. Augustine, FL	May-17	4,403	1,306		—		1,306
Outparcel adjacent to Wynnewood Village	Dallas, TX	May-17	N/A	1,658		—		1,658
			444,779	$	111,790	$	—	$	111,790



Year ending December 31,	Above- and below-market lease accretion (income), net			In-place lease amortization expense
2017 (remaining three months)	$	(6,590	)	$	9,642
2018	(24,797		)	33,291
2019	(20,882		)	26,284
2020	(17,036		)	19,611
2021	(14,066		)	14,151



Three Months Ended September 30, 2017
Property Name	Location	GLA	Impairment Charge
Lexington Road Plaza⁽¹⁾	Versailles, KY	197,668	$	6,393
Shops at Seneca Mall⁽¹⁾	Liverpool, NY	231,024	1,507
Remount Village Shopping Center⁽¹⁾	North Charleston, SC	60,238	599
Fashion Square⁽¹⁾	Orange Park, FL	36,029	2,125
Renaissance Center East⁽¹⁾⁽²⁾	Las Vegas, NV	144,216	52
The Shoppes at North Ridgeville⁽¹⁾⁽²⁾	North Ridgeville, OH	59,852	389
		729,027	$	11,065



	Carrying Value as of
	September 30, 2017			December 31, 2016			Stated Interest Rates ⁽⁷⁾	Scheduled Maturity Date
Secured loans
Secured loans⁽¹⁾⁽²⁾	$	915,936		$	1,312,292		4.40% - 7.89%	2017 – 2024
Net unamortized premium	16,803			25,189
Net unamortized debt issuance cost	(150		)	(387		)
Total secured loans, net	$	932,589		$	1,337,094

Notes payable
Unsecured notes⁽³⁾	$	3,218,453		$	2,318,453		3.25% - 7.97%	2022 - 2029
Net unamortized discount	(13,965		)	(9,097		)
Net unamortized debt issuance cost	(23,306		)	(17,402		)
Total notes payable, net	$	3,181,182		$	2,291,954

Unsecured Credit Facility and Term Loan
Unsecured Credit Facility⁽⁴⁾	$	710,000		$	1,622,000		2.60%	2018 – 2021
Unsecured $600 Million Term Loan⁽⁵⁾	600,000			600,000			2.65%	2019
Unsecured $300 Million Term Loan⁽⁶⁾	300,000			—			3.14%	2024
Net unamortized debt issuance cost	(10,083		)	(12,159		)
Total Unsecured Credit Facility and Term Loan	$	1,599,917		$	2,209,841

Total debt obligations, net	$	5,713,688		$	5,838,889



Year ending December 31,
2017 (remaining three months)	$	13,165
2018	227,892
2019	618,437
2020	673,217
2021	686,225
Thereafter	3,525,453
Total debt maturities	5,744,389
Net unamortized premiums and discounts	2,838
Net unamortized debt issuance costs	(33,539		)
Total debt obligations, net	$	5,713,688



	As of September 30, 2017
	Total Projects	Anticipated Cost		Cost Incurred
Anchor space repositioning	21	$	44,200	$	17,035
Redevelopment	14	187,700		79,663
Outparcel development	7	13,724		3,263
New development	1	37,800		19,241
Total	43	$	283,424	$	119,202



Contractual Obligations	Payment due by period
(in thousands)	2017 (Remaining three months)		2018		2019		2020		2021		Thereafter		Total
Debt⁽¹⁾	$	13,165	$	227,892	$	618,437	$	673,217	$	686,225	$	3,525,453	$	5,744,389
Interest payments ⁽²⁾	46,275		215,888		201,428		186,958		139,887		421,233		1,211,669
Operating leases	1,828		7,127		7,046		7,060		7,251		79,084		109,396
Total	$	61,268	$	450,907	$	826,911	$	867,235	$	833,363	$	4,025,770	$	7,065,454



Contractual Obligations (in thousands)	Payment due by period
	2019		2020		2021		2022		2023		Thereafter		Total
Debt⁽¹⁾	$	—	$	—	$	—	$	750,000	$	850,000	$	3,275,453	$	4,875,453
Interest payments⁽²⁾	40,547		180,277		182,412		177,803		157,094		348,475		1,086,608
Operating leases	1,725		6,916		6,942		6,999		5,611		30,807		59,000
Total	$	42,272	$	187,193	$	189,354	$	934,802	$	1,012,705	$	3,654,735	$	6,021,061


⁽¹⁾	Debt includes scheduled ~~principal amortization and scheduled~~ maturities for ~~secured loans,~~ unsecured notes payable, ~~and~~ unsecured credit ~~facilities.~~facilities and a secured loan.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net income	$	83,380		$	57,805		$	230,473		$	184,824
Gain on disposition of operating properties	(25,942		)	(2,450		)	(54,920		)	(10,232		)
Gain on disposition of unconsolidated joint venture interest	(4,556		)	—			(4,556		)	—
Depreciation and amortization-real estate related-continuing operations	93,299			97,570			282,240			292,295
Depreciation and amortization-real estate related-unconsolidated joint venture	—			23			56			68
Impairment of operating properties	11,065			1,971			27,383			1,971
NAREIT FFO	157,246			154,919			480,676			468,926
NAREIT FFO per share/OP Unit - diluted	$	0.52		$	0.51		$	1.58		$	1.54
Weighted average shares/OP Units outstanding - basic and diluted⁽¹⁾	305,176			305,167			305,175			305,026



	Three Months Ended September 30, 2019						Nine Months Ended September 30, 2019
	2019			2018			2019			2018
Net income	$	80,854		$	147,346		$	212,714		$	288,730
Depreciation and amortization related to real estate	81,869			84,028			246,887			263,616
Gain on sale of real estate assets	(25,621		)	(119,333		)	(46,266		)	(159,043		)
Impairment of real estate assets	8,170			16,372			17,468			44,201
NAREIT FFO	$	145,272		$	128,413		$	430,803		$	437,504
NAREIT FFO per diluted share	$	0.49		$	0.42		$	1.44		$	1.44
Weighted average diluted shares outstanding	298,879			302,382			298,927			303,213


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



		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Date of Filing	Exhibit Number	Filed Herewith
10.1	Term Loan Agreement, dated as of July 28, 2016, among Brixmor Operating Partnership LP, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto	8-K	001-36160	7/31/2017	10.1
31.1	Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
31.2	Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
31.3	Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
31.4	Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
32.1	Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
32.2	Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
101.INS	XBRL Instance Document	—	—	—	—	x
101.SCH	XBRL Taxonomy Extension Schema Document	—	—	—	—	x
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	—	—	—	—	x
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	—	x
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	—	—	—	—	x
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	—	—	—	—	x



	BRIXMOR PROPERTY GROUP INC.

Date: October ~~30, 2017~~28, 2019	By:	/s/James M. Taylor
		James M. Taylor
		Chief Executive Officer and President
		(Principal Executive Officer)

Date: October ~~30, 2017~~28, 2019	By:	/s/Angela Aman
		Angela Aman
		Chief Financial Officer
		(Principal Financial Officer)

Date: October ~~30, 2017~~28, 2019	By:	/s/Steven Gallagher
		Steven Gallagher
		Chief Accounting Officer
		(Principal Accounting Officer)