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2016 ANNUAL REPORT Dear Fellow Shareholders, I believe that truly great real estate companies share one key attribute: the delivery of consistent and sustainable growth in cash flow through disciplined stewardship of both human and financial capital. Upon joining Brixmor last May, it became very clear to me that we had tremendous opportunity within our real estate and our platform to deliver enduring outperformance. It was also clear that realizing this opportunity would require fundamental change in the Company’s historical approach. • First, we realigned our regional teams to establish clear “ownership” at the asset level, empowering and holding accountable those closest to the real estate to drive returns. The shopping center business is an inherently local one and success requires that we constantly strive to make our centers not only relevant to, but also an integral part of, the communities they serve. • Second, we reallocated resources to ensure that our local “owners” are supported by best-in-class national tenant account coverage, leasing marketing and data collection, redevelopment and construction execution, financial asset management and dedicated operational, investment and underwriting teams. In short, we inverted our organizational model to ensure that we are driving returns at the real estate level, while leveraging the benefits of our national scale and platform. • Third, we increased our focus on proactively mining the value creation opportunities embedded in our well located assets. This required integrating leadership of our redevelopment effort and enhancing leasing activity to move projects from concept to execution and delivery. • Fourth, we recognized that the decision to hold an asset is an investment decision and that owning clusters of assets in attractive retail nodes will drive outperformance in rental growth. Prudent capital recycling is a necessary part of any durable, long-term plan. • Finally, we strengthened our balance sheet to provide enhanced flexibility and access to capital, reduced reliance on secured debt and lower overall borrowing costs. With these fundamental changes made, I couldn’t be more pleased with our team’s measurable progress in all facets of our self-funded plan for sustainable growth. That progress begins with leasing, where we signed nearly 8.0 million square feet of new and renewal leases during the year at cash rents 16% higher than the prior in-place rents. In addition to driving higher rents, we replaced weaker tenants with vibrant and growing tenants in segments such as specialty grocery, value, entertainment, fitness, restaurants and service uses, increasing traffic to our centers and tenant productivity. We also achieved better terms within the leases themselves, increasing our embedded rent growth, unlocking outparcel development rights and reducing tenant renewal options. Operationally, we successfully transitioned from utilizing third party service aggregators to directly contracting with local landscaping, sweeping and portering firms. Eliminating the middleman and empowering our local property managers to hire key service providers has made us more “local” and has resulted in measurable improvements in property appearance and operating standards without any notable increase in costs. Our tenants are happier and we are continuing to improve how our properties look and operate. We also significantly ramped up our reinvestment and redevelopment activity. During the year, we successfully delivered $67 million of anchor space repositionings, outparcel developments and redevelopments at a weighted average incremental return of 12%. Further, we identified over $1 billion of redevelopment opportunities within the portfolio and increased our active redevelopment pipeline at year end to $113 million. We are well on our way to annual redevelopment spend of $150 to $200 million funded largely through free cash flow. These investments will not only deliver very attractive risk adjusted returns, they will position the centers impacted for enhanced long-term growth through improving rate and occupancy. While many of our peers are pursuing riskier ground-up development at lower returns, we can deliver better growth at lower risk by reinvesting in our proven locations. With regard to capital recycling, we successfully implemented a robust program to harvest assets that present limited upside and refocus our portfolio in retail nodes where we would like to increase our presence. Thus, we have sold assets in non-core markets and acquired great centers in Escondido, California and Ann Arbor, Michigan. Importantly, our capital investment is focused on markets where we have an existing presence and can more accurately assess opportunities and risks based on our own experience versus simply relying on brokers or other third party market participants. From a balance sheet perspective, we raised over $4 billion of unsecured notes and bank debt to further unencumber our assets. We also reduced leverage, extended our weighted average maturity and continued to improve our borrowing costs and capital flexibility. Our progress in each of these areas allowed us to deliver record results in occupancy, rate and FFO per share. Importantly, our bottom line results also drove an increase of 6% in our underlying dividend, while still maintaining one of the lowest payout ratios in the industry. I would like to thank the team at Brixmor for embracing our mission, for their passionate pursuit of excellence and for delivering these outstanding results. I would also like to thank our Board of Directors for their guidance and unwavering support. Together, we are well on our way to achieving our mission of enduring outperformance. Sincerely, James M. Taylor Chief Executive Officer and President UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number: 001-36160 (Brixmor Property Group Inc.) Commission File Number: 333-201464-01 (Brixmor Operating Partnership LP) Brixmor Property Group Inc. Brixmor Operating Partnership LP (Exact Name of Registrant as Specified in Its Charter) Maryland (Brixmor Property Group Inc.) 45-2433192 Delaware (Brixmor Operating Partnership LP) 80-0831163 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 450 Lexington Avenue, New York, New York 10017 (Address of Principal Executive Offices) (Zip Code) 212-869-3000 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.01 per share. New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Brixmor Property Group Inc. Yes ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Brixmor Property Group Inc. Yes ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Brixmor Property Group Inc. Yes ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Brixmor Property Group Inc. Brixmor Operating Partnership LP Large accelerated filer ☑ Non-accelerated filer ☐ Large accelerated filer ☐ Non-accelerated filer ☑ Smaller reporting company ☐ Accelerated filer ☐ Smaller reporting company ☐ Accelerated filer ☐ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants’ most recently completed second fiscal quarter. Brixmor Property Group Inc. $6,072,921,548 Brixmor Operating Partnership LP N/A (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of February 1, 2017, Brixmor Property Group Inc. had 304,408,195 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement to be filed by Brixmor Property Group Inc.

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