Choice Properties REIT
Annual Report 2015

Plain-text annual report

OUR PLAN IN ACTION Annual Report 2015 C H O I C E P R O P E R T I E S R E I T A N N U A L R E P O R T 2 0 1 5 Choice Properties Real Estate Investment Trust is an owner, manager and developer of well-located retail and commercial real estate across Canada. Its portfolio spans approximately 41.6 million square feet of gross leasable area and consists of 519 properties focused on shopping centres anchored by supermarkets and drugstores as well as stand-alone supermarkets and drugstores. Choice Properties’ strategy is to create value by enhancing and optimizing its portfolio through accretive acquisitions, strategic development and active management. Choice Properties’ principal tenant and largest Unitholder is Loblaw Companies Limited, Canada’s largest retailer. Choice Properties’ strong alliance with Loblaw positions it well for future growth. GEOGRAPHIC DISTRIBUTION RETAIL WAREHOUSE LAND INDUSTRIAL OFFICE 1 YUKON TERRITORY RETAIL 1 NORTHWEST TERRITORIES RETAIL BRITISH COLUMBIA RETAIL 28 SURREY, BC LAND 1 SURREY, BC WAREHOUSE 1 CALGARY, AB WAREHOUSE 1 53 ALBERTA RETAIL SASKATCHEWAN RETAIL MANITOBA RETAIL 15 14 207 ONTARIO RETAIL 1 REGINA, SK WAREHOUSE ONTARIO INDUSTRIAL 1 4 ONTARIO WAREHOUSE 2 1 BRAMPTON, ON OFFICE ONTARIO LAND 98.6%(1) OCCUPIED PRINCE EDWARD ISLAND RETAIL 105 QUEBEC RETAIL NEWFOUNDLAND & LABRADOR RETAIL 9 27 4 3 37 1 ST. JOHN’S, NL WAREHOUSE NOVA SCOTIA RETAIL NEW BRUNSWICK WAREHOUSE QUEBEC WAREHOUSE 2 NEW BRUNSWICK RETAIL (1) As of December 31, 2015. ADJUSTED FUNDS FROM OPERATIONS (AFFO) (per unit) AFFO PAYOUT RATIO (per unit) 0.25 0.20 0.15 0.10 0.05 0 5 8 1 0 $ . Q1 2014 4 8 1 0 $ . Q2 2014 9 8 1 0 $ . Q3 2014 8 8 1 0 $ . Q4 2014 1 9 1 0 $ . Q1 2015 1 9 1 0 $ . Q2 2015 4 9 1 0 $ . Q3 2015 1 0 2 . 0 $ Q4 2015 100 80 60 40 20 0 % 8 7 8 . Q1 2014 % 3 . 8 8 Q2 2014 % 0 . 6 8 Q3 2014 % 4 . 6 8 Q4 2014 % 1 5 8 . Q1 2015 % 1 5 8 . Q2 2015 % 8 . 3 8 Q3 2015 % 8 . 0 8 Q4 2015 It’s an exciting time in the evolution of Choice Properties. There is action on all fronts as we work with our development partners and a growing roster of tenants on exciting development projects that leverage our retail real estate expertise and provide us with opportunities to increase value. 519(1) PROPERTIES (1) As of December 31, 2015. (1) $8.6B FAIR VALUE 41.6M (1) SQUARE FEET (OF GLA) CHOICE PROPERTIES REIT ANNUAL REPORT 2015 1 “ It’s people that put a Plan in Action. In 2015, we executed our plan, acquiring, developing and managing our properties. With the experience, passion and focus of our people, we created value for our Unitholders – that’s our Plan in Action.” FELLOW UNITHOLDERS The past year was highly productive for Choice Properties REIT (“Choice Properties”). We saw our Plan in Action deliver on many different fronts to achieve our targeted results. We kicked off the year on solid footing, leveraging our new enterprise resource planning system to provide our team of real estate professionals with the information they needed to grow our business. This momentum allowed us to deliver positive results for our tenants, partners, employees and Unitholders. Progress took hold in each of the three pillars of our strategic plan – acquisitions, development and active management. We acquired 47 additional properties, constructed 124,000 square feet of new gross leasable area (“GLA”) on our existing properties and improved overall occupancy rates. We made significant progress on new development projects that we expect to complete in 2016 and beyond. Our acquisition, development, leasing and property management teams collaborated to accomplish these results. A number of the teams’ key achievements are highlighted in this Annual Report. We also improved financial flexibility by raising a total of $450 million in senior unsecured debentures, which reduced our overall weighted average interest rate. From marketing to leasing, building plans to city permits, community consultation to construction plans, and financing to investments in our assets, each project we pursued during the year demanded a high degree of real estate expertise and helped us establish and strengthen our relationships and reputation. 2 CHOICE PROPERTIES REIT ANNUAL REPORT 2015 Our 2015 financial results reflect our Plan in Action, with four consecutive quarters of growth and improvement in our key performance metrics. As of December 31, 2015, the fair value of our assets was $8.6 billion, a 7.8% increase over the prior year. Funds from operations for the year were $0.966 per unit on a fully diluted basis, a 5.9% increase, and annual rental revenue was $743.1 million, up 8.8% over 2014, as a result of our ambitious acquisition activity during the year. Looking ahead to 2016, we will continue to raise the bar and drive forward, delivering the results needed to further our growth strategy. We will accelerate our growth and value creation by doing more of what we did well in 2015 – creating places where Canadians want to shop. We are currently on track to grow our grocery- and drug-anchored real estate holdings through development, where we expect to construct an additional 651,000 square feet of new GLA in 2016. Our leasing team is already hard at work securing tenants for existing and future sites, our property management team is improving operations in order to increase consumer traffic to our existing retail footprints, and our acquisition and development teams are focused on driving our growth with accelerated intensification and green field projects. In the year ahead, we will continue our emphasis on community consultation associated with some of our large development projects, such as our West Block project at Lake Shore Boulevard West and Bathurst Street in Toronto, where we are restoring a local landmark into an urban mixed-use development. We recognize our city- building responsibilities to municipalities and citizens. Our urban-redevelopment programs will create attractive, functional and convenient places for residents to live, work and shop. Since the launch of Choice Properties in 2013, we have focused on a clear and straightforward growth strategy to create value and enhance the long-term value of our properties. Today, Choice Properties owns and manages 519 properties, representing nearly 42 million square feet of GLA across Canada. We are executing our strategic plan. Our development pipeline continues to grow, while our existing portfolio maintains one of the highest occupancy rates in the industry, anchored by some of the most recognizable retail brands in the country. It’s an exciting time in the evolution of Choice Properties. There is action on all fronts as we work with our development partners and a growing roster of tenants on exciting development projects that leverage our retail real estate expertise and provide us with opportunities to increase value. I am proud of what we’ve accomplished. People are the most important aspect of our business. Each member of our team has played an important role in improving our portfolio, in developing properties that fi t the needs of Canadian retailers and in driving the positive fi nancial results that have made Choice Properties a dependable investment for our Unitholders. Seeing the results of our Plan in Action is rewarding for all of us, but there is much more to come. We look forward to sharing our continued success with you in 2016. John R. Morrison President and Chief Executive Offi cer EXECUTIVE TEAM John R. Morrison President and Chief Executive Offi cer Bart Munn Executive Vice President and Chief Financial Offi cer Lesley Gibson Vice President, Financial Reporting Kim Lee Vice President, Investor Relations and Planning & Analysis Jacquie Varkony Vice President, Human Resources Adam Walsh Vice President, General Counsel and Secretary Dallas Wingerak Vice President, Real Estate and Operations, Western Canada Evan Williams Vice President, Real Estate and Operations, Eastern Canada Robert Yamamoto Vice President, Development CHOICE PROPERTIES REIT ANNUAL REPORT 2015 3 FINANCIAL AND OPERATIONAL HIGHLIGHTS Choice Properties has identified specific key financial and operational performance indicators to monitor its objectives. Selected information is set out below: As at or for the years ended December 31 (in thousands of Canadian dollars except where otherwise indicated) (unaudited) Number of properties Gross Leasable Area (in millions of square feet) Remaining weighted average lease term Average base rent (per occupied square foot) Occupancy Rental revenue Cash flows from operating activities(i) Net Operating Income(1) Net income (loss) Net income (loss) per unit diluted Funds from Operations(1) per unit diluted(ii) Funds from Operations(1) payout ratio(ii) Adjusted Funds from Operations(1) per unit diluted Adjusted Funds from Operations(1) payout ratio Distribution declared per unit Weighted average Units outstanding – diluted Total assets Long-term debt and Class C LP Units Debt to total assets(iii) Debt service coverage(iii) Debt to EBITDAFV(1) (iii) Indebtedness(iv) – weighted average term to maturity Indebtedness(iv) – weighted average coupon rate 2015 519 41.6 2014 472 38.9 2013 (v) 435 36.3 11.6 years 11.7 years 12.7 years $ $ $ $ $ $ $ $ $ $ $ 12.80 98.6% 743,100 520,642 514,265 (155,276) (0.386) 0.966 67.3% 0.777 83.7% 0.650004 402,582,183 8,905,889 3,881,390 44.5% 3.6x 7.3x 4.7 years 3.50% $ $ $ $ $ $ $ $ $ $ $ 13.14 98.1% 682,923 476,368 475,739 199,614 0.522 0.912 71.3% 0.745 87.2% 0.650004 382,636,320 8,192,438 3,436,621 44.0% 3.5x 7.3x 5.3 years 3.58% $ $ $ $ $ $ $ $ $ $ $ 13.41 97.7% 318,507 288,181 222,267 67,148 0.185 0.444 71.8% 0.360 88.6% 0.318917 363,767,339 7,447,742 3,376,167 47.0% 3.4x 7.4x 5.0 years 3.40% (i) Cash flows from operating activities excludes interest paid. (ii) FFO(1) per unit and payout ratio, for the year ended December 31, 2014, were calculated using FFO(1) (excluding other adjustments). See Section 17, “Non-GAAP Financial Measures”, of the Management’s Discussion and Analysis of the 2015 Annual Report for details. (iii) Debt ratios include Class C LP Units, but exclude Exchangeable Units. The ratios are non-GAAP financial measures calculated based on the trust indentures as supplemented. (iv) Indebtedness reflects senior unsecured debentures only. (v) Based on operations for the period from July 5, 2013 to December 31, 2013. FORWARD-LOOKING STATEMENTS This Annual Report for Choice Properties REIT (“Choice Properties” or the “Trust”) contains forward-looking statements about the Trust’s objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects and opportunities. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may”, “should” and similar expressions, as they relate to Choice Properties and its management. Forward-looking statements reflect Choice Properties’ current estimates, beliefs and assumptions, which are based on management’s perception of historic trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Choice Properties’ expectation of operating and financial performance is based on certain assumptions, including assumptions about the Trust’s future growth potential, prospects and opportunities, industry trends, future levels of indebtedness, current tax laws, current economic conditions and no new competition in the market that leads to reduced revenues and profitability. Management’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and, as such, are subject to change. Choice Properties can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Numerous risks and uncertainties could cause Choice Properties’ actual results to differ materially from those expressed, implied or projected in the forward-looking statements, including, but not limited to: those discussed in the forward-looking statements disclaimer found on pages 2 to 3 and the “Enterprise Risks and Risk Management” section on pages 31 to 34 of the Management’s Discussion and Analysis of the 2015 Annual Report – Financial Review. Other risks and uncertainties not currently known to the Trust could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional risks and uncertainties are discussed in Choice Properties’ materials filed with the Canadian securities regulatory authorities from time to time, including the Trust’s 2015 Annual Information Form. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Choice Properties’ expectations only as of the date of this Annual Report. Except as required by applicable law, Choice Properties does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 4 CHOICE PROPERTIES REIT ANNUAL REPORT 2015 2015 ACHIEVEMENTS ACQUISITIONS The fi rst two Shoppers Drug Mart sites for Choice Properties’ portfolio. 47 PROPERTIES ACQUIRED ~$24M ~$369M (1) IN STABILIZED NOI IN VALUE MAINTAINING A STRONG FOUNDATION THROUGH SOUND FINANCIAL MANAGEMENT Choice Properties announced a 3.1% increase (2) in annual distributions supported by growing cash fl ows, fi nancial fl exibility and a strong balance sheet. $450M RAISED IN SENIOR UNSECURED DEBENTURES 44.5% DEBT TO TOTAL ASSETS 3.6X DEBT SERVICE COVERAGE RATIO (1) Excluding fair-value adjustment to reflect the difference between fair value of the Exchangeable Units on the closing date compared to the volume-weighted average value of the units referenced in the purchase and sale agreement. (2) Effective for the January 29, 2016 distribution payable on February 16, 2016. CHOICE PROPERTIES REIT ANNUAL REPORT 2015 5 DEVELOPMENT West Block – a cornerstone for neighbouring communities in our fi rst urban mixed-use redevelopment. CONSTRUCTED 124,000(1) SQUARE FEET OF NEW GLA CREATED 29 NEW RETAIL SPACES ACHIEVED ~9%(2) RETURN (1) Includes GLA for projects targeted for 2016 completion. (2) Weighted average yield of completed development on eight existing properties completed in 2015. 6 CHOICE PROPERTIES REIT ANNUAL REPORT 2015 ACTIVE MANAGEMENT High-quality tenants that complement our food and drug anchors, improving occupancy of ancillary GLA to 87.5%. INVESTED $32.5M IN MAINTAINING OUR QUALITY ASSETS ENTERED/SIGNED LEASES TOTALLING 987,000 SQUARE FEET OF GLA INCREASED RENEWAL RENTAL RATES BY 12% CHOICE PROPERTIES REIT ANNUAL REPORT 2015 7 Michelle Felman Ms. Felman, a corporate director, is a former Executive Vice President, Acquisitions, of Vornado Realty Trust. Prior to joining Vornado, Ms. Felman held the positions of Managing Director, Portfolio Acquisitions and Business Ventures, and Managing Director, Business Development, at GE Capital, Real Estate Division. Ms. Felman graduated from the University of California, Berkeley, with a B.A. (Honours) and from The Wharton School at the University of Pennsylvania with an M.B.A. She is currently an adjunct professor there. Ms. Felman serves on the Executive Committee of The Zell-Lurie Center at the University of Pennsylvania, and formerly served on the Fisher Center Policy Advisory Board at the University of California and was formerly a trustee of Big Brothers Big Sisters of New York. Ms. Felman is also a former director of LNR Property LLC. Michael P. Kitt Mr. Kitt is Executive Vice President, Canada, of Oxford Properties Group. Prior to joining Oxford Properties, Mr. Kitt held various senior roles at Cadillac Fairview Corporation, leading both its Investment and Development Groups. Mr. Kitt graduated from the University of Manitoba with a B.Comm. and holds a CFA designation. Mr. Kitt is a member of the Building Owners and Managers Association of Canada’s National Advisory Council. John R. Morrison Mr. Morrison the President and Chief is Executive Officer of Choice Properties. Prior to joining Choice Properties, Mr. Morrison was President and Chief Executive Officer of Primaris Real Estate Investment Trust. Prior to serving in that role, he was President, Real Estate Management, at Oxford Properties Group. In 2014, Mr. Morrison earned the Institute-certified Director designation. Mr. Morrison is a Trustee of Automotive Properties REIT and former Vice Chairman of the Urban Land Institute Toronto District Council, former Trustee for the International Council of Shopping Centers, where he served on the Executive Committee, and is now Divisional Vice President for Canada. BOARD OF TRUSTEES Kerry D. Adams Ms. Adams currently serves as President of K. Adams & Associates Limited. She is the Chair of the Bank of Nova Scotia’s AURION Real Estate Committee. Ms. Adams is a Fellow Chartered Accountant and a Fellow Chartered Professional Accountant, and she holds a B.A. (Honours Economics) from Queen’s University. Ms. Adams is an Institute-certified Director of the Institute of Corporate Directors. In addition to her public board experience, Ms. Adams currently serves as a member of Fidelity Investments Canada ULC’s Independent Review Committee. She also served as a Commissioner and Director of the OSC (1996 to 2003), and Chair of its Investor Education Fund (2000 to 2006), and was a member of the IIROC board and governance committee from 2008 to 2011. Ms. Adams has also served as a Director of Walmart Canada Bank, President of Widcor Limited and Widcor Financial, and she was a partner at KPMG Peat Marwick. Christie J.B. Clark Mr. Clark, a corporate director, former Chief Executive Officer and senior partner of PricewaterhouseCoopers LLP. Prior to being elected as its CEO, Mr. Clark was a National Managing Partner and a member of the firm’s Executive Committee from 2001 to 2005. is Mr. Clark graduated from Queen’s University with a B.Comm. and the University of Toronto with an M.B.A. He is a Fellow Chartered Accountant and a Fellow Chartered Professional Accountant. Mr. Clark is a director of Loblaw Companies Limited, Air Canada, Hydro One Inc. and Hydro One Limited. In addition to his public company board memberships, Mr. Clark is Chair of the Finance Committee of Alpine Canada and a member of the Advisory Council of the Stephen J.R. Smith School of Business at Queen’s University. Graeme M. Eadie Mr. Eadie is the Senior Managing Director and Global Head of Real Estate Investments for the Canada Pension Plan Investment Board, where he is responsible for the global real estate program, which encompasses both equity and debt investments. Prior to joining the Canada Pension Plan Investment Board, Mr. Eadie held multiple positions at Cadillac Fairview, including Chief Financial Officer, Chief Operating Officer and President. Mr. Eadie graduated from the University of British Columbia with a B.Comm. and Master of Science in Business Administration. Mr. Eadie is currently a director of Aliansce Shopping Centers S.A. He also previously served as a trustee of Morguard Real Estate Investment Trust and was a director of the Ontario Realty Corporation. 8 CHOICE PROPERTIES REIT ANNUAL REPORT 2015 Daniel F. Sullivan Mr. Sullivan, a corporate director, held the in position of Consul General for Canada New York City from 2006 to 2011. Prior to Mr. Sullivan’s appointment as Consul General, he spent a majority of his career in the financial services sector, with a focus on the real estate sector, including serving as Deputy Chairman of Scotia Capital Inc., the corporate and investment banking division of Scotiabank. Mr. Sullivan graduated from Columbia University with a B.A. and an M.B.A., and he also holds an M.B.A. from the University of Toronto. Mr. Sullivan is a Trustee of Allied Properties Real Estate Investment Trust and Crius Energy Trust, and is a director of Ontario Teachers’ Pension Plan and IMP Group International Inc. Mr. Sullivan is a former Chairman and director of The Toronto Stock Exchange and former Chairman of the Investment Dealers Association of Canada. Mr. Sullivan is also a former director of Allstream Inc., Cadillac Fairview Corporation, Camco Inc., Monarch Development Corporation and Schneider Corporation. Mr. Sullivan has served on advisory boards or committees of Canada Post Corporation, Canada Deposit Insurance Corporation, the Canadian Securities Administrators and the Ontario Securities Commission. Paul R. Weiss Mr. Weiss, a corporate director, spent his career with KPMG LLP Canada, serving as a member of the Management Committee and as a member of the International Global Audit Steering Group, and is also the former Managing Partner for KPMG LLP Canada’s Audit Practice. Earlier in his career, Mr. Weiss was responsible for KPMG LLP Canada’s Real Estate Practice. Mr. Weiss graduated from Carleton University with a B.Comm. and is a Fellow Chartered Accountant and a Fellow Chartered Professional Accountant. m o c . Mr. Weiss is a director of Bell Canada, BCE Inc. and Torstar Corporation. In addition to public board memberships, Mr. Weiss is a former director of Bell Alliant, ING Bank of Canada and Empire Life Insurance Company. Mr. Weiss is past Chairman and a director of Soulpepper Theatre Company and past Chairman of Toronto Rehab Foundation. Galen G. Weston is Executive Chairman and Mr. Weston President of Loblaw. He previously held several senior executive positions with Loblaw and its subsidiaries. Prior to joining Loblaw, he was an investment banking analyst for Salomon Brothers in the UK. Mr. Weston graduated from Harvard University with a B.A. and from Columbia University with an M.B.A. is a director of Wittington Mr. Weston Investments, Limited and a chair of President’s Choice Brands. i n g s e d s k r o w w w w . I I S N O T A C N U M M O C N G S E D S K R O W E H T I : i n g s e D d n a t p e c n o C UNITHOLDER INFORMATION Head Office Choice Properties Real Estate Investment Trust 22 St. Clair Avenue East, Suite 500 Toronto, Ontario M4T 2S5 Tel: 416-960-6990 Toll free: 1-855-322-2122 Fax: 416-324-7845 Stock Exchange Listing and Symbol The Trust’s Units are listed on the Toronto Stock Exchange and traded under the symbol “CHP.UN” Distribution Policy Choice Properties’ Board of Trustees retains discretion with respect to the timing and quantum of distributions. Declared distributions are paid to Unitholders of record at the close of business on the last business day of a month on or about the 15th day of the following month. Independent Auditors KPMG LLP Chartered Accountants Toronto, Canada Registrar and Transfer Agent Canadian Stock Transfer Company Inc. P.O. Box 700, Station B Montreal, Quebec H3B 3K3 Tel: 416-682-3860 Toll free: 1-800-387-0825 (Canada and US) Toll free fax: 1-888-249-6189 E-mail: inquiries@canstockta.com Website: www.canstockta.com Investor Relations Tel: 416-960-6990 Toll free: 1-855-322-2122 E-mail: investor@choicereit.ca Website: www.choicereit.ca Annual General Meeting April 26, 2016 at 11:00 a.m. St. Andrew’s Club and Conference Centre Garden Suite 150 King Street West, 16th Floor Toronto, Ontario, Canada Additional financial information has been filed electronically with various securities regulators in Canada through the System for Electronic Document Analysis and Retrieval (SEDAR), www.sedar.com. WHY INVEST IN CHOICE PROPERTIES? 41.6M square feet of well-located retail properties across Canada Canada’s leading food retailer is the principal tenant and anchor, providing regular consumer traffi c as well as stable and secure income from long-term leases Existing development potential in current portfolio comprising excess land for intensifi cation, redevelopment and green fi eld construction A dedicated source of acquisition opportunities from Loblaw’s remaining portfolio of properties A strong balance sheet and investment-grade credit ratings Internal management with deep experience and passion for successfully developing and managing retail real estate www.choicereit.ca C H O I C E P R O P E R T I E S R E I T A N N U A L R E P O R T 2 0 1 5 (This page has been left blank intentionally.) OUR PLAN IN ACTION Annual Report 2015 Financial Review (This page has been left blank intentionally.) Management’s Discussion and Analysis 1. 2. 3. 4. 5. 6. 7. 8. Forward-Looking Statements Overview Objectives and Strategy 3.1 Annual Highlights Key Performance Indicators and Selected Financial Information Investment Properties 5.1 Valuation Method 5.2 Acquisition of Investment Properties 5.3 Development Activities 5.4 Active Management Consolidated Results of Operations Other Measures of Performance Liquidity and Capital Resources 8.1 Major Cash Flow Components 8.2 Liquidity and Capital Structure 8.3 Credit Ratings 8.4 Unit Equity 8.5 Contractual Obligations 9. Quarterly Results of Operations 9.1 Results by Quarter 9.2 Fourth Quarter Results 9.3 Other Measures of Fourth Quarter Performance 10. 11. 12. 13. 14. 15. 16. 17. Disclosure Controls and Procedures Internal Control over Financial Reporting Enterprise Risks and Risk Management 12.1 Operating Risks and Risk Management 12.2 Financial Risks and Risk Management Related Party Transactions Critical Accounting Estimates and Judgments Accounting Standards Outlook Non-GAAP Financial Measures 17.1 Net Operating Income 17.2 Funds from Operations 17.3 Adjusted Funds from Operations 17.4 Earnings Before Interest, Taxes, Depreciation, Amortization and Fair Value 18. Additional Information Footnotes (1) (2) See Section 17, “Non-GAAP Financial Measures”, of this MD&A. To be read in conjunction with Section 1, “Forward-Looking Statements”, of this MD&A. 2 3 3 4 5 6 7 8 10 11 14 18 19 19 20 22 22 24 25 25 26 30 31 31 31 32 33 34 35 36 37 38 38 39 40 42 43 Choice Properties REIT 2015 Annual Report 1 Management’s Discussion and Analysis The following Management’s Discussion and Analysis (“MD&A”) for Choice Properties Real Estate Investment Trust (“Choice Properties” or the “Trust”) should be read in conjunction with the Trust’s consolidated financial statements and the accompanying notes in this Annual Report for the years ended December 31, 2015 and December 31, 2014. In addition, the MD&A should be read in conjunction with the Trust’s “Forward- Looking Statements” in Section 1, of this MD&A. Choice Properties' consolidated financial statements and the accompanying notes for the three months and year ended December 31, 2015 have been prepared in accordance with International Financial Reporting Standards (“IFRS” or “GAAP”). These consolidated financial statements include the accounts of the Trust and other entities that the Trust controls and are reported in thousands of Canadian dollars, except where otherwise noted. A glossary of terms and ratios used throughout this Annual Report can be found beginning on page 81. Choice Properties reports non-GAAP financial measures, including Net Operating Income(1) (“NOI”), Funds from Operations(1) (“FFO”), and Adjusted Funds from Operations(1) (“AFFO”), which are widely used for evaluating the performance of Canadian real estate investment trusts (“REITs”). Choice Properties believes these non-GAAP financial measures provide useful information to both management and investors in measuring the financial performance and financial condition of Choice Properties. The measures do not have any standardized definitions prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other reporting insurers. This information in this MD&A is current to February 17, 2016, unless otherwise noted. 1. FORWARD-LOOKING STATEMENTS This Annual Report, including this MD&A, contains forward-looking statements about Choice Properties’ objectives, outlook, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects and opportunities. Specific statements with respect to anticipated future results can be found in various sections of this MD&A, included but not limited to Section 3 “Objectives and Strategy”, Section 5 “Investment Properties”, Section 6 “Consolidated Results of Operations”, Section 7 “Other Measures of Performance”, Section 8 “Liquidity and Capital Resources”, Section 9 “Quarterly Results of Operations” and Section 16 “Outlook”. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may”, “should” and similar expressions, as they relate to Choice Properties and its management. Forward-looking statements reflect Choice Properties’ current estimates, beliefs and assumptions, which are based on management’s perception of historic trends, current conditions, outlook and expected future developments, as well as other factors it believes are appropriate in the circumstances. Choice Properties’ expectation of operating and financial performance is based on certain assumptions, including assumptions about the Trust’s future growth potential, prospects and opportunities, industry trends, future levels of indebtedness, current tax laws, current economic conditions and no new competition in the market that leads to reduced revenues and profitability. Management’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Choice Properties can give no assurance that such estimates, beliefs and assumptions will prove to be correct. Numerous risks and uncertainties could cause the Trust’s actual results to differ materially from those expressed, implied or projected in the forward-looking statements, including those described in Section 12, “Enterprise Risks and Risk Management”, of this MD&A. Such risks and uncertainties include: • • • • • • • • • • • changes in economic conditions, including changes in interest rates, and the rate of inflation or deflation; the inability of Choice Properties to maintain and leverage its relationship with Loblaw Companies Limited (“Loblaw”), including in respect of: (i) Loblaw’s retained interest in Choice Properties; (ii) the services to be provided to Choice Properties (whether directly or indirectly) by Loblaw; (iii) expected transactions to be entered into between Loblaw and Choice Properties (including Choice Properties’ acquisition of certain properties held by Loblaw); and (iv) the Strategic Alliance Agreement between Choice Properties and Loblaw; changes in Loblaw’s business, activities or circumstances which may impact Choice Properties, including Loblaw’s inability to make rent payments or perform its obligations under its leases; failure to manage its growth effectively in accordance with its growth strategy or acquire assets on an accretive basis; changes in timing to obtain municipal approvals, development costs, and tenant leasing and occupancy of properties under development, redevelopment, or intensification; changes in Choice Properties’ capital expenditure and fixed cost requirements; the inability of Choice Properties Limited Partnership to make distributions or other payments or advances; the inability of Choice Properties to obtain financing; changes in Choice Properties’ degree of financial leverage; changes in laws or regulatory regimes, which may affect Choice Properties, including changes in the tax treatment of the Trust and its distributions to Unitholders or the inability of the Trust to continue to qualify as a “mutual fund trust” and as a “real estate investment trust”, as such terms are defined in the Income Tax Act (Canada); and changes in Choice Properties’ competitiveness in the real estate market or the unavailability of desirable commercial real estate assets. 2 Choice Properties REIT 2015 Annual Report This is not an exhaustive list of the factors that may affect Choice Properties’ forward-looking statements. Other risks and uncertainties not presently known to Choice Properties could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional risks and uncertainties are discussed in Choice Properties’ materials filed with the Canadian securities regulatory authorities from time to time, including the Trust’s 2015 Annual Information Form. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Choice Properties’ expectations only as of the date of this Annual Report. Except as required by applicable law, Choice Properties does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 2. OVERVIEW Choice Properties is an owner, manager and developer of well-located retail and commercial properties across Canada. Choice Properties is one of Canada’s largest retail REITs, with a portfolio comprised of 519 properties with a total Gross Leasable Area (“GLA”) of 41.6 million square feet as at December 31, 2015. Choice Properties’ portfolio includes 501 retail properties, 11 warehouse properties, one office complex, one industrial site and five undeveloped parcels of land. The retail properties are made up of: (i) 324 properties with a stand-alone retail store operating under a Loblaw banner; (ii) 172 properties anchored by a retail store operating under a Loblaw banner that also contain one or more ancillary tenants; and (iii) five properties containing only ancillary tenants. The parent company of Choice Properties is Loblaw, which held an 83.0% effective interest in Choice Properties as at December 31, 2015. Loblaw’s controlling shareholder is George Weston Limited (“GWL”), which also held a 5.6% direct interest in Choice Properties as at December 31, 2015. 3. OBJECTIVES AND STRATEGY(2) Choice Properties’ objectives are to: • • • provide Unitholders with stable, predictable and growing monthly cash distributions; expand Choice Properties’ asset base while also increasing its AFFO(1) per unit, including through accretive acquisitions and site intensification; and enhance the value of Choice Properties’ assets in order to maximize long-term Unitholder value. Choice Properties’ strategy is to grow its portfolio and distributable income by leveraging its sizable base of assets, its relationship with Loblaw, and its solid capital structure. The Trust is focused on driving growth through acquisitions of assets that meet or exceed the Trust’s investment criteria, the development and redevelopment of properties for their highest and best use, and active management of properties to maximize their occupancy and profitability. Choice Properties closely monitors market and economic conditions to ensure its strategy remains aligned with its business environment. The Trust’s strategy includes: Acquisitions Choice Properties plans to grow its asset base through accretive acquisitions, including those from a dedicated pipeline of properties from Loblaw and desirable assets from other vendors, that offer geographic and tenant diversification and potential development opportunities. Development Choice Properties believes that development and redevelopment of properties for their highest and best use are key drivers of incremental and accretive growth. Choice Properties development program intends to leverage the Trust’s grocery anchored asset base with a focus on retail and retail mixed-use developments. The Trust’s pipeline of development opportunities includes: (i) excess density within its existing portfolio that is available for at-grade intensification, (ii) redevelopment of its properties in primary markets for mixed-use, and (iii) greenfield retail or mixed-use developments. Active Management Choice Properties is an internally managed trust that employs experienced and regionally focused staff to actively manage its properties. Choice Properties expects to increase cash flow and the value of its portfolio through initiatives to enhance operating performance, including leasing and merchandising strategies and effective capital investment in its properties. Choice Properties REIT 2015 Annual Report 3 Management’s Discussion and Analysis 3.1 Annual Highlights During 2015, Choice Properties: • • • • • Reported FFO(1) per unit diluted of $0.966, an increase of $0.054 or 5.9% compared with $0.912 in the year ended 2014; Reported rental revenue of $743.1 million, an increase of $60.2 million or 8.8% compared with $682.9 million in the year ended 2014; Added 47 properties to the portfolio including two parcels of land for future development; Developed 124,000 square feet of GLA creating 29 new retail spaces during 2015; Launched the West Block project at Lake Shore Boulevard and Bathurst Street in Toronto to redevelop the property as an urban multi- use site in a joint venture partnership with Wittington Properties Limited (“Wittington”), the parent company of GWL; Completed internalization of development, leasing, property management and support functions; Grew same property, same GLA, NOI by 1.9% to $470,593 from $461,677 due to higher ancillary occupancy rates, higher average base rent on new ancillary leases, and rent steps in Loblaw leases; Increased occupancy rate to 98.6% from 98.1% as at December 31, 2014; Issued senior unsecured debentures totaling $450,000 reducing the Trust’s weighted average coupon rate from 3.58% to 3.50%; and Announced a 3.1% increase in monthly distributions effective as of January 29, 2016 and payable on February 16, 2016. • • • • • 4 Choice Properties REIT 2015 Annual Report 4. KEY PERFORMANCE INDICATORS AND SELECTED ANNUAL FINANCIAL INFORMATION Choice Properties has identified specific key financial and operating performance indicators that were derived from, and should be read in conjunction with, the annual consolidated financial statements of the Trust dated December 31, 2015 and 2014. The analysis of the indicators focuses on trends and significant events affecting the financial condition and results of operations of the Trust. As at or for the years ended December 31 ($ thousands except where otherwise indicated) (unaudited) Number of properties Gross leasable area (in millions of square feet) Remaining weighted average lease term Average base rent (per occupied square foot) Occupancy Rental revenue Cash flows from operating activities(i) Net operating income(1) Net income (loss) Net income (loss) per unit diluted FFO(1) per unit diluted(ii) FFO(1) payout ratio(ii) AFFO(1) per unit diluted AFFO(1) payout ratio Distribution declared per unit Weighted average Units outstanding – diluted Total assets Long term debt and Class C LP Units Debt to total assets(iii) Debt service coverage(iii) Debt to EBITDAFV(1)(iii) Indebtedness(iv) – weighted average term to maturity Indebtedness(iv) – weighted average coupon rate 2015 519 41.6 2014 472 38.9 2013(v) 435 36.3 11.6 years 11.7 years 12.7 years $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 12.80 98.6% 743,100 520,642 514,265 (155,276) (0.386) 0.966 67.3% 0.777 83.7% 0.650004 402,582,183 8,905,889 3,881,390 44.5% 3.6x 7.3x 4.7 years 3.50% $ $ $ $ $ $ $ $ $ $ $ 13.14 98.1% 682,923 476,368 475,739 199,614 0.522 0.912 71.3% 0.745 87.2% 0.650004 382,636,320 8,192,438 3,436,621 44.0% 3.5x 7.3x 5.3 years 3.58% 13.41 97.7% 318,507 288,181 222,267 67,148 0.185 0.444 71.8% 0.360 88.6% 0.318917 363,767,339 7,447,742 3,376,167 47.0% 3.4x 7.4x 5.0 years 3.40% (i) (ii) Cash flows from operating activities excludes interest paid. FFO(1) per unit and payout ratio, for the years ended December 31, 2014 and 2013, were calculated using FFO(1) (excluding other adjustments). See Section 17, “Non- GAAP Financial Measures”,and Section 9.1, “Results by Quarter “, respectively, of this MD&A for details. (iii) Debt ratios include Class C LP Units, but exclude Exchangeable Units, see Section 8, “Liquidity and Capital Resources”. The ratios are non-GAAP financial measures calculated based on the trust indentures as supplemented. (iv) Indebtedness reflects senior unsecured debentures only. (v) Based on operations for the period from July 5, 2013 to December 31, 2013. Consolidated results for the last three fiscal years were primarily impacted by growth. The Trust began operations on July 5, 2013 with 425 investment properties and 35.3 million square feet of GLA. Since that time, Choice Properties has acquired 94 net new properties representing approximately 6.3 million net square feet of GLA and added approximately 175,000 square feet of GLA through development activities. The Trust has maintained strong balance sheet indicators that are well within Choice Properties’ Declaration of Trust covenants. Since December 31, 2013, the Trust has raised $900,000 through the issuance of senior unsecured debentures at interest rates ranging from 2.297% to 4.293% with maturity dates complementary to existing debt. FFO(1) for the year ended December 31, 2014 was adjusted for internalization costs of $2,568 and non-cash finance charges of $48,911. The non-cash finance charges were the result of accelerated amortization of net debt discounts due to replacement of notes issued to Loblaw in connection with the initial public offering (“IPO”) in 2013. FFO(1) for the year ended December 31, 2013 was adjusted for start-up costs of $2,524. Choice Properties REIT 2015 Annual Report 5 Management’s Discussion and Analysis 5. INVESTMENT PROPERTIES Choice Properties is the owner, manager and developer of well-located retail and commercial properties across Canada. The following is a continuity schedule for the Trust’s investment properties for the periods ended as indicated: ($ thousands) Income producing properties Properties under development Balance, beginning of year $ 7,849,461 $ 56,517 Year ended Year ended December 31, 2015 7,905,978 $ December 31, 2014 7,287,759 $ Adjustment to fair value of investment properties Acquisitions of investment properties(i) Capital expenditures(ii) Leasing capital expenditures Dispositions Amortization of straight-line rent and tenant improvement allowances Balance, end of year 71,981 363,517 136,452 7,884 — 36,405 — 11,783 27,000 — — — 71,981 375,300 163,452 7,884 — 36,405 $ 8,465,700 $ 95,300 $ 8,561,000 $ 81,931 457,003 55,802 2,785 (13,480) 34,178 7,905,978 Includes acquisition costs and an adjustment to record Exchangeable Units at closing date fair value. (i) (ii) Capital expenditures include building improvements, property capital, development capital and capitalized interest. The Trust’s properties are well located and well suited within their respective markets. The portfolio is diversified between large, medium and small urban markets across Canada, with the majority of its base rent generated from large and medium urban markets, often in close proximity to major commercial arteries with easy highway access and high visibility. As at December 31, 2015, the Trust’s property portfolio demographics by market size and within the top six markets are summarized below: (i) (ii) Base rent for the year ended December 31, 2015, including straight-line rent. Based on the definitions of Census Metropolitan Area (CMA) from Statistics Canada published in 2014. Approximately 63.0% of the base rent for the year ended December 31, 2015 was derived from large and medium urban markets. Approximately 47.9% of the portfolio’s base rent was generated from large urban markets with a particular concentration in Toronto, Montreal and Vancouver. 6 Choice Properties REIT 2015 Annual Report 5.1 Valuation Method Investment properties were measured at fair value, primarily determined using the discounted cash flow method. Under this methodology, discount rates were applied to the projected annual operating cash flows, generally over a minimum term of ten years, including a terminal value based on a capitalization rate applied to the estimated NOI(1) in the terminal year. Valuations are most sensitive to changes in capitalization rates. Choice Properties’ valuation inputs, including capitalization rates, are supported by quarterly reports from independent appraisers. Below are the key rates used in the modeling process for both internal and independent appraisals: Discount rate Terminal capitalization rate Overall capitalization rate As at As at December 31, 2015 December 31, 2014 Range Weighted average 7.08% 5.75% - 11.25% Range 6.00% - 10.25% Weighted average 7.09% 5.25% - 10.50% 5.00% - 10.50% 6.50% 6.17% 5.50% - 9.50% 5.00% - 9.00% 6.50% 6.18% For the year ended December 31, 2015, Choice Properties recorded a gross fair value increase of $279,722 on income producing properties and properties under development, excluding acquisitions, which was offset by capital expenditures of $171,336 and amortization of straight- line rent and tenant improvement allowances of $36,405, for a net adjustment to fair value of $71,981. Included in certain investment properties acquired from Loblaw is excess land with development potential. Choice Properties will compensate Loblaw, over time, with intensification fees determined by a site intensification payment grid as outlined in the Strategic Alliance Agreement (see Section 13, “Related Party Transactions”, of this MD&A), should Choice Properties pursue activity resulting in the intensification of such excess land. The fair value of this excess land has been recorded in the financial statements. Choice Properties REIT 2015 Annual Report 7 Management’s Discussion and Analysis 5.2 Acquisition of Investment Properties The following table summarizes the investment properties acquired in the year ended December 31, 2015. For a detailed list of all properties acquired in 2015 and 2014, refer to Section 18 “Additional Information”, of this MD&A. ($ thousands except where otherwise indicated) (unaudited) Number of properties GLA (in square feet) Purchase price(i) Debt assumed Exchangeable Units issued Ownership interest Cash Acquisitions from Loblaw: Development land in Barrie, Ontario Warehouse in Pickering, Ontario Portfolio of retail properties(ii) Retail in Midland & Courtice, Ontario Portfolio of retail properties(iii)(iv) Total Acquisitions from Loblaw Acquisitions from third-parties: Development land in Kanata, Ontario Retail in Porter’s Lake, Nova Scotia(v) Retail in Mississauga, Ontario(v) Total Acquisitions from third-parties Total Acquisitions 1 1 38 2 4 46 1 — — 1 47 — $ 9,567 $ — $ 2,808 $ 6,759 921,256 81,200 1,466,885 201,346 48,638 161,018 18,150 45,635 2,597,797 355,898 — 54,569 12,023 66,592 1,938 5,200 5,600 12,738 — — — — — — — 2,123 2,123 — 102,200 3,200 15,159 81,200 99,146 14,950 30,476 123,367 232,531 — — — — 1,938 5,200 3,477 10,615 2,664,389 $ 368,636 $ 2,123 $ 123,367 $ 243,146 100% 100% 100% 100% 100% 50% 100% 100% (i) (ii) Purchase price excludes acquisition costs. Purchase price and Exchangeable Units values both excluded an adjustment of $1,349 to reflect the increase of the fair value of the Exchangeable Units on the closing date compared to the volume weighted average value of the units referenced in the purchase and sale agreement. (iii) Purchase price and Exchangeable Units values both excluded an adjustment of ($555) to reflect the decrease of the fair value of the Exchangeable Units on the closing date compared to the volume weighted average value of the units referenced in the purchase and sale agreement. (iv) One of the properties in the acquired portfolio was combined with the adjacent Choice Properties owned site. (v) The property was combined with the adjacent Choice Properties owned site. Acquisitions in the Fourth Quarter of 2015 On November 17, 2015, Choice Properties acquired a 161,018 square foot portfolio with properties in Ontario and Nova Scotia at a purchase price of $45,635, excluding acquisition costs and an adjustment of $555 for the difference between the fair value of the Exchangeable Units on closing compared to the volume weighted average value determined in accordance with the purchase and sale agreement. The acquired portfolio includes approximately 30,000 square feet of development potential at the River Road site in Ottawa, Ontario, of which 15,000 square feet will be developed as a Shoppers Drug Mart store in the near-term(2). In addition, the portfolio includes a gas bar property adjacent to an existing Choice Properties owned site in Yarmouth, Nova Scotia. Upon acquisition, this property was combined with the adjacent Choice Properties owned site. The property in Aurora, Ontario is 100% leased to ancillary tenants and is shadow anchored by an adjacent Choice Properties stand-alone Loblaw bannered food store. Upon completion of the Shoppers Drug Mart development in Ottawa, Ontario, the implied capitalization rate of the acquired portfolio is expected to be 5.85%.(2) Additional Acquisitions in 2015 On January 9, 2015, Choice Properties acquired a 16-acre site in Barrie, Ontario from Loblaw at a purchase price of $9,567, excluding acquisition costs. The site is well-located, with easy access to Highway 400, at a major intersection (Duckworth Street and Cundles Road) in north Barrie. Choice Properties intends to co-develop the property with PenEquity Realty Corporation (“PenEquity”), which holds an adjacent 21-acre parcel of land, to construct an integrated retail centre that spans a total of 37 acres. Upon 85% occupancy of the retail centre, Choice Properties has the option to acquire, at fair value, the PenEquity parcel pursuant to a mezzanine loan agreement between Choice Properties and PenEquity. 8 Choice Properties REIT 2015 Annual Report On January 30, 2015, Choice Properties entered into a co-ownership agreement with PenEquity and another partner to acquire a nine-acre parcel of land in Kanata, Ontario. The purchase price for the property was $3,875, with Choice Properties’ proportionate share being 50%, or $1,938, excluding acquisition costs. Choice Properties funded its partners’ collective 50% interest through a 5-year mezzanine loan at an interest rate of 8% per annum. This co-ownership acquisition provides Choice Properties with the opportunity to benefit from an existing and maturing purchase option held by PenEquity and its partner to acquire this desirable parcel of land situated within a developing community in the Fernbank area of Kanata. Upon 95% occupancy of the property, Choice Properties has the option to acquire, at fair value, the remaining 50% interest in the property. On January 30, 2015, Choice Properties acquired a 921,256 square foot warehouse in Pickering, Ontario from Loblaw, for a purchase price of $81,200, excluding acquisition costs. The acquisition was immediately accretive, with an estimated stabilized NOI(1) of $5,300 representing a capitalization rate of 6.50%. This modern ambient temperature warehouse was constructed in 2005 and further expanded in 2012 and is well-located, just east of Toronto, with access to major transportation routes. The warehouse is fully occupied by Loblaw as the single tenant with a 20-year initial lease term with six five-year renewal options. On February 19, 2015, Choice Properties acquired a 54,569 square foot shopping centre in Porter’s Lake, Nova Scotia from a third party, for a purchase price of $5,200, excluding acquisition costs. The acquisition was immediately accretive, with an estimated stabilized NOI(1) of approximately $494 representing a capitalization rate of 9.50%. The shopping centre is currently 85% occupied by 20 tenants, including a number of national retailers, with lease maturities ranging up to 2022. The shopping centre is anchored by a 47,000 square foot Loblaw stand- alone grocery store on an adjacent property that Choice Properties owns. On June 1, 2015, Choice Properties acquired a portfolio of 38 investment properties from Loblaw. The acquisition added 1,466,885 square feet of GLA across Canada at a purchase price of $201,346, excluding acquisition costs and an adjustment of $1,349 for the difference between the fair value of the Exchangeable Units on closing compared to the volume weighted average value determined in accordance with the purchase and sale agreement. The acquisition was immediately accretive, with an estimated stabilized NOI(1) of $14,500, representing a capitalization rate of 7.19%. At acquisition, the occupancy rate of the acquired portfolio was over 99%. On August 11, 2015, Choice Properties acquired a 12,023 square foot, fully-occupied, retail building adjacent to an existing Choice Properties owned site located in Mississauga, Ontario. The total purchase price was $5,600 excluding acquisition costs. The acquisition was immediately accretive, with an estimated stabilized NOI(1) of $337, representing a capitalization rate of 6.07%. Upon acquisition, the property was combined with the adjacent Choice Properties owned site and together re-categorized as one multi-tenant property. On August 20, 2015, Choice Properties acquired two stand-alone pharmacies located in Midland and Courtice, Ontario from Loblaw with total GLA of 48,638 square feet for a purchase price of $18,150, excluding acquisition costs. The acquisition was immediately accretive, with an estimated stabilized NOI(1) of $1,118, representing a capitalization rate of 6.16%. Both properties are occupied by Shoppers Drug Mart, each with a 20-year initial lease term and five five-year renewal options. Choice Properties REIT 2015 Annual Report 9 Management’s Discussion and Analysis 5.3 Development Activities During the year ended December 31, 2015, Choice Properties made progress on its development program as illustrated below: ($ thousands except where otherwise indicated) (unaudited) 2015 projects completed(i) Intensification Projects to be completed in 2016 Intensification Redevelopment Greenfield Projects to be completed in 2017 Intensification Redevelopment Greenfield Projects to be completed in 2018 Development projects(ii) Expected total development GLA (in square feet) Development GLA completed in 2015(iii) (in square feet) Remaining development GLA expected to be completed (in square feet) Expected project yield Expected total project spend(iv) Life-to-date project spend(iv) Expected cost to complete Committed future project spend 43,000 43,000 500,000 15,000 217,000 732,000 299,000 5,000 164,000 468,000 350,000 350,000 43,000 43,000 78,000 3,000 — 81,000 — — — — — — — — 422,000 12,000 217,000 651,000 299,000 5,000 164,000 468,000 350,000 350,000 9% $ 11,632 $ 11,632 $ — $ 9% 11,632 11,632 — 7% - 12% 150,500 6% - 8% 6% - 7% 6,400 68,100 73,318 4,886 48,170 6% - 12% 225,000 126,374 6% - 9% 6% - 8% 7% - 8% 6% - 9% 101,700 2,100 64,700 168,500 7% - 8% 7% - 8% 108,800 108,800 1,390 — 18,786 20,176 200 200 77,182 1,514 19,930 98,626 100,310 2,100 45,914 148,324 108,600 108,600 — — 12,800 100 5,600 18,500 — — 900 900 — — Total 1,593,000 124,000 1,469,000 6% - 12% $ 513,932 $ 158,382 $ 355,550 $ 19,400 (i) (ii) The yield for completed projects is presented on a weighted average basis. 2018 projects are in various stages of early development. Due to the long-term nature of these projects and on-going adjustments in expectations concerning timing, occupancy and costs, some data points are not available. (iii) Completed GLA is defined as GLA for which tenants have possession. (iv) Project spend, for the purpose of calculating the expected yield, includes land acquisition costs and intensification payments to be made to Loblaw. 2015 projects completed During the fourth quarter of 2015, Choice Properties completed the intensification of five properties: Ancaster, Vaughan and Lindsay, Ontario; Edmonton, Alberta; and Val Belair, Quebec. These intensifications added approximately 17,000 square feet for a new Shoppers Drug Mart in Edmonton, Alberta, 8,000 square feet of new ancillary space and 6,000 square feet of Loblaw expansions. These projects, along with the previously completed retail unit in Saint John, New Brunswick and gas bars in Toronto and Sudbury, Ontario, added approximately 43,000 square feet in 2015 with a weighted average yield of approximately 9%. Projects to be completed in 2016 Time-lines for development projects span many months or several years, and are often completed in stages. During the fourth quarter of 2015, Choice Properties made further progress on its 2016 projects adding approximately 58,000 square feet of ancillary GLA in Calgary and Edmonton, Alberta; Regina, Saskatchewan; and Stoney Creek, Ontario. Year-to-date, Choice Properties completed 81,000 square feet for projects to be completed in 2016, which includes the previously completed 17,000 square foot Shoppers Drug Mart in Regina, Saskatchewan and 6,000 square feet of ancillary space. The remaining GLA expected to be completed in 2016 includes approximately 400,000 square feet of new GLA for a Loblaw food store in Surrey, British Columbia; a Loblaw food store and a Shoppers Drug Mart store in Barrie, Ontario; and a Loblaw warehouse expansion in Boucherville, Quebec. Tenants are expected to take possession throughout 2016 as the projects are completed in stages(2). In total, Choice Properties developed approximately 124,000 square feet of GLA creating 29 new retail spaces in 2015. The Trust compensated Loblaw with intensification fees of $2,334 in connection with developments completed during 2015. Choice Properties’ annual development capital expenditure spent in 2015 was $130,515, including capitalized interest and amount spent on projects expected to be completed in future years. Choice Properties continues to refine its development pipeline based on municipal approvals, tenant leasing, and development costs. Choice Properties expects to invest a total of approximately $502,300 (including costs spent to date) to develop up to 1,550,000 square feet of additional GLA by the end of 2018. Development yields are expected to be accretive upon tenant occupancy(2). 10 Choice Properties REIT 2015 Annual Report The following table indicates the anticipated square footage to be completed in each year, and the total cumulative expected capital cost to complete the projects, including investments made in prior years(2). ($ thousands except where otherwise indicated) (unaudited) Potential development GLA (in square feet) Estimated total project capital Expected NOI(1) yield Estimated total capital annual spend 2016(i) 732,000 225,000 6% - 12% 222,200 $ $ $ $ 2017 468,000 168,500 6% - 9% 224,300 $ $ 2018 350,000 108,800 7% - 8% 239,100 Total 1,550,000 $ $ 502,300 6% - 12% 685,600 (i) As at December 31, 2015, 81,000 square feet, or 11.1%, of the potential development GLA was completed. 5.4 Active Management Leasing Activity Choice Properties’ leasing activities are focused on driving value by adding ancillary tenants in business sectors that complement the grocery anchor tenant. The following table summarizes the change in occupied GLA and average base rent for the year ended December 31, 2015: (in square feet except where otherwise indicated) (unaudited) Occupied, January 1, 2015 Tenant openings Tenant openings - identified for development Tenant closures Acquisitions Developments Re-certifications Occupied, December 31, 2015 Occupied GLA 38,129,000 314,000 90,000 (228,000) 2,657,000 124,000 8,000 41,094,000 Occupancy (%) 98.1% $ $ $ $ $ $ 98.6% $ Average base rent (per square foot) 13.14 12.76 3.00 11.38 8.92 27.51 N/A 12.80 Choice Properties’ principal tenant, Loblaw, represents 89.1% of the Trust’s GLA (December 31, 2014 - 88.4%). The remaining GLA is designated ancillary space for leasing to third-party tenants. As at December 31, 2015, Choice Properties’ portfolio GLA, occupied GLA, and occupancy rates were as follows: (in millions of square feet except where otherwise indicated) (unaudited) Loblaw banners Ancillary tenants Total As at December 31, 2015(i) Occupied GLA 37.1 Occupancy (%) 100.0% 4.0 41.1 87.5% 98.6% GLA(i) 37.1 4.5 41.6 As at December 31, 2014 Occupied GLA 34.3 3.8 38.1 Occupancy (%) 100.0% 83.6% 98.1% GLA 34.3 4.6 38.9 (i) Includes a change in tenancy between Loblaw and ancillary of 0.2 million square feet. As at December 31, 2015, Loblaw represented approximately 91.1% (December 31, 2014 - 91.4%) of annual base rent. The weighted average lease term-to-maturity on the Loblaw leases was 12.3 years at December 31, 2015 (December 31, 2014 - 12.7 years). The first maturity of a Loblaw lease does not occur until 2023. Loblaw leases 37.1 million square feet of GLA, with approximately 84.5%, 14.0% and 1.5% of such GLA attributed to retail, warehouse and office space, respectively. Choice Properties has approximately 4.5 million square feet of GLA designated to lease to ancillary tenants that benefit from the consumer traffic that a food and drug retailer attracts to a shopping centre. As at December 31, 2015, 4.0 million square feet was leased to ancillary tenants with a weighted average lease term to maturity of 5.7 years (December 31, 2014 - 5.2 years). Choice Properties REIT 2015 Annual Report 11 Management’s Discussion and Analysis The future financial performance of investment properties will be impacted by occupancy rates, trends in rental rates achieved on new leasing or renewing space currently leased, and contractual increases in rent(2). Rental activity by quarter varies based on the mix of tenants renewing. In the three months ended December 31, 2015, Choice Properties entered into leases totaling approximately 235,000 square feet with an average lease term of 9.3 years. The leasing activity for the portfolio is shown below: 2015 2014 For the three months ended December 31 (in square feet except where otherwise indicated) (unaudited) New leasing: Previously vacant Newly developed Renewals Total GLA 104,000 89,000 42,000 235,000 Average base rent (per square foot) 13.32 28.46 19.70 20.19 $ $ $ $ GLA 38,000 $ — $ $ $ 149,000 187,000 Average base rent (per square foot) 13.42 — 13.75 13.68 In the year ended December 31, 2015, Choice Properties entered into leases totaling approximately 987,000 square feet with an average lease term of 8.8 years. The leasing activity for the portfolio is shown below: 2015 2014 For the years ended December 31 (in square feet except where otherwise indicated) (unaudited) New leasing: Previously vacant Identified for development Newly developed Renewals Total (including identified for development) GLA 314,000 90,000 124,000 459,000 987,000 Total (excluding identified for development) 897,000 Average base rent (per square foot) 12.76 3.00 27.51 11.48 13.13 14.14 $ $ $ $ $ $ GLA 202,000 — 51,000 384,000 637,000 637,000 Average base rent (per square foot) 12.84 N/A 17.29 12.98 13.64 13.64 $ $ $ $ $ The details of renewals are as follows: Three Months Year End For the periods ended December 31 (unaudited) Square footage renewed (in square feet) Average base rent per square foot Percentage increase in average base rent per square foot Renewal retention rate(i) $ 2015 42,000 19.70 11.3% 42.8% $ 2014 149,000 13.75 7.9% 94.2% $ 2015 459,000 11.48 12.0% 78.0% $ 2014 384,000 12.98 6.5% 84.3% (i) The retention rate for the year ended December 31, 2015 excluded approximately 90,000 square feet of former ancillary retail space converted to Loblaw storage space. This site has been identified for future redevelopment. Including this space, the renewal retention rate was 67.7%. 12 Choice Properties REIT 2015 Annual Report The lease maturity profile for ancillary tenants as at December 31, 2015 was as follows: Ancillary GLA (in square feet) 209,000 333,000 422,000 479,000 346,000 619,000 1,566,000 569,000 4,543,000 Expiring ancillary GLA as a percentage of ancillary GLA 4.6% 7.4% 9.3% 10.5% 7.6% 13.6% 34.5% 12.5% 100.0% Expiring ancillary GLA as a percentage of total GLA 0.5% $ 0.8% 1.0% 1.1% 0.8% 1.5% 3.8% 1.4% 10.9% $ Annualized base rent ($ thousands) 1,955 4,326 5,946 5,823 5,783 8,610 22,249 — 54,692 Average base rent (per square foot) 9.34 12.99 14.11 12.14 16.72 13.90 14.21 — 12.04 $ $ $ $ $ $ $ $ (unaudited) Month-to-month 2016 2017 2018 2019 2020 2021 & Beyond Vacant Portfolio Ancillary Total Operating Capital Expenditures Property Capital Capital expenditures incurred to sustain the investment properties’ existing GLA are considered to be operational and are deducted in the calculation of AFFO(1). During the year ended December 31, 2015, Choice Properties incurred $32,466 of property capital expenditures, which are recoverable from tenants under the terms of their leases over the useful life of the improvements (2014 - recoverable capital improvements of $26,805 and non-recoverable structural improvements of $2,718). Recoverable capital improvements may include items such as parking lot resurfacing and roof replacement. These items are recorded as part of investment properties and the recoveries from tenants are recorded as revenue. The balance yet to be recovered was $63,929 as at December 31, 2015 (December 31, 2014 - $34,254), the majority of which Choice Properties expects to recover from tenants over the useful lives or life of the improvements(2). Property capital expenditures per annum(2) are expected to be $0.90 to $0.95 per square foot. Leasing Capital Capital expenditures for leasing activities, such as leasing commissions or tenant improvement allowances, are considered to be operational and are also deducted in the calculation of AFFO(1). Choice Properties incurred $5,548 of tenant improvement allowances and $2,336 of direct leasing costs during the year ended December 31, 2015 (2014 - tenant improvement allowances of $1,541 and direct leasing costs of $1,244). Leasing capital varies with tenant demand and the balance between new and renewal leasing, as capital expenditures relating to securing new tenants are generally higher than the costs relating to renewing existing tenants. Choice Properties endeavours to fund operating capital from cash flows from operations(2). Choice Properties REIT 2015 Annual Report 13 Management’s Discussion and Analysis 6. CONSOLIDATED RESULTS OF OPERATIONS Choice Properties’ financial results for the years ended December 31, 2015 and December 31, 2014 are summarized below: For the years ended December 31 ($ thousands) Rental Revenue Base rent Property tax and operating cost recoveries Other revenue Property Operating Costs Recoverable property taxes and operating costs Non-recoverable operating costs Net Property Income Other Expenses General and administrative expenses Amortization of other assets Net interest expense and other financing charges Loss on disposal of investment properties Net Income before Adjustments to Fair Value Adjustment to fair value of Exchangeable Units Adjustment to fair value of investment properties Net Income (Loss) 2015 2014 Variance favourable / (unfavourable) $ 551,114 $ 514,904 $ 188,936 3,050 743,100 (189,193) (2,986) 164,975 3,044 682,923 (169,792) (2,758) 550,921 $ 510,373 $ (21,765) (844) (345,051) — (23,315) (414) (380,654) (450) 183,261 $ 105,540 $ (410,518) 71,981 12,143 81,931 (155,276) $ 199,614 $ $ $ $ 36,210 23,961 6 60,177 (19,401) (228) 40,548 1,550 (430) 35,603 450 77,721 (422,661) (9,950) (354,890) Rental Revenue Rental revenue is comprised primarily of base rent and recoveries from tenants for property taxes, operating costs and qualifying capital expenditures. For the years ended December 31 ($ thousands) (unaudited) Same Properties(i) Acquisitions Dispositions Total Revenue $ $ $ 2015 678,454 64,646 — 2014 663,689 17,935 1,299 743,100 $ 682,923 $ Variance favourable / (unfavourable) 14,765 $ 46,711 (1,299) 60,177 (i) There were 432 properties that were owned throughout both the years ended December 31, 2015 and December 31, 2014 (“Same Properties”). During the year ended December 31, 2015, rental revenue increased by $60,177, or 8.8% compared to the same period in 2014, primarily due to additional rental revenue of $46,711 attributable to the Acquisitions, and an increase of $13,466 in revenue from Same Properties, net of the Dispositions. Rental revenue includes certain non-cash amounts. Rental revenue is recorded on a straight-line basis over the full term of a lease, which results in a difference between cash rent received and revenue recognized for accounting purposes. The amortization of tenant improvement allowances is also included in rental revenue. During the year ended ended December 31, 2015, the net amount of these items positively impacted rental revenue by $36,405 (2014 - $34,178). 14 Choice Properties REIT 2015 Annual Report Net Operating Income(1) All Properties For the years ended December 31 ($ thousands) (unaudited) Rental revenue Less: Straight-line rental revenue Property operating costs Net Operating Income(1) All Properties $ $ $ 2015 743,100 (36,656) 706,444 (192,179) 2014 682,923 (34,634) 648,289 (172,550) 514,265 $ 475,739 $ Variance favourable / (unfavourable) 60,177 $ (2,022) 58,155 (19,629) 38,526 For the year ended December 31, 2015, NOI(1) increased by $38,526 or 8.1% compared to the same period in 2014, primarily driven by an increase of $29,746 from the Acquisitions, and $8,780 from Same Properties, net of the Dispositions. Net Operating Income(1) Same Properties For the years ended December 31 ($ thousands) (unaudited) Rental revenue Less: Straight-line rental revenue Property operating costs Net Operating Income(1) Same Properties Less: Net Operating Income - developed GLA Net Operating Income(1) Same Properties - same GLA 2015 678,454 (32,694) 645,760 (173,840) 471,920 (1,327) 470,593 $ $ $ $ $ $ Variance favourable / (unfavourable) 14,765 956 15,721 (5,836) 9,885 (969) 8,916 2014 663,689 (33,650) 630,039 (168,004) 462,035 (358) 461,677 $ $ $ For the year ended December 31, 2015, Same Properties’ NOI(1), measured on a same GLA basis, increased by $8,916 or 1.9% compared to the same period in 2014, primarily due to an increase of $6,142 in base rent and net recoveries, which was driven by an improvement in ancillary occupancy and higher average rents per square foot on new ancillary leases, and rent steps in Loblaw leases. The increase was also due to an increase of $2,691 in revenue from the recovery of capital expenditures and interest and $265 in other income, partially offset by a $182 increase in non-recoverable operating expenses. Choice Properties REIT 2015 Annual Report 15 Management’s Discussion and Analysis General and Administrative Expenses For the years ended December 31 ($ thousands) (unaudited) Internal expenses of the Trust(i) Investor relations and other public entity costs Professional fees Services Agreement expense charged by related party(ii) Less: Property and asset management fee charged to related party(ii) Services Agreement fee charged to related party(iii) Capitalized to investment properties Allocated to recoverable operating expenses General and administrative expenses Less: Internalization costs(i) Internal expenses for leasing(iv) General and administrative expenses excluding internal expenses for leasing and internalization costs (for use in general and administrative expense as a percent of revenue calculation) $ As a percentage of revenue $ $ 2015 23,142 2,058 1,900 3,141 30,241 (600) — (2,157) (5,719) 2014 15,877 $ 2,162 1,713 4,771 24,523 — (350) (858) — $ 21,765 $ 23,315 $ — (1,771) (2,568) (366) 19,994 $ 2.7% 20,381 $ 3.0% Variance favourable / (unfavourable) (7,265) 104 (187) 1,630 (5,718) 600 (350) 1,299 5,719 1,550 (2,568) 1,405 387 0.3% (i) (ii) (iii) (iv) The internal expenses of the Trust for the year ended December 31, 2014 include costs to internalize property and asset management functions of $2,568. The Services Agreement and Property Management Agreement are described in section 11, “Related Party Transactions”, of this MD&A. In July 2013, Choice Properties entered into a Services Agreement to provide administration and support services to Loblaw for a one year term ended June 30, 2014. Internal expenses for leasing, primarily salaries, were eligible to be added back to FFO(1), based on the revision to the definition of FFO(1) in the Real Property Association of Canada White Paper published in April 2014 that provided for an adjustment to incremental leasing expenses for the cost of salaried staff. This adjustment to FFO(1) made results more comparable between real estate entities that expensed their internal leasing departments and those that capitalized the expenses. Choice Properties internalized its leasing function on October 1, 2014. Therefore, there were only three months of internal expenses for leasing for the year ended December 31, 2014 compared to the full year ended December 31, 2015. General and administrative expenses, excluding internal expenses for leasing and internalization costs, for the year ended December 31, 2015, were $387 lower than the same period in 2014. As a result of internalization, and excluding the costs to internalize of $2,568 incurred in the year ended December 31, 2014, internal expenses of the Trust increased by $9,833 primarily due to the addition of personnel in the current year. $5,719 of the increased costs related to operations and were charged to the properties’ operating expenses. A further $1,405 related to an increase in internal leasing expenses, which are an add-back to FFO(1). The increased costs were partially offset by a decrease in the services agreement expense of $1,630 and an increase of $600 for property and asset management fees. General and administrative expenses, excluding internal expenses for leasing and internalization costs, are flat year-over-year when expressed as a percentage of revenue. 16 Choice Properties REIT 2015 Annual Report Net Interest Expense and Other Financing Charges For the years ended December 31 ($ thousands) (unaudited) Interest on senior unsecured debentures Interest on Transferor Notes(i) Distributions on Class C LP Units(i) Interest on mortgage Interest on credit facility Subtotal (for use in Debt Service Coverage calculation) Distributions on Exchangeable Units(i) Subtotal (for use in EBITDAFV(1) calculation) Effective interest rate amortization of debt discounts and premiums Effective interest rate amortization of debt placement costs Capitalized interest Interest income Net interest expense and other financing charges (i) Represents amounts paid to Loblaw. $ $ $ 2015 97,189 — 46,250 217 3,405 147,061 202,804 349,865 (2,632) 1,405 (1,465) (2,122) $ $ $ 2014 72,433 18,271 46,250 49 2,965 139,968 191,267 331,235 48,891 1,127 (166) (433) 345,051 $ 380,654 $ Variance favourable / (unfavourable) (24,756) 18,271 — (168) (440) (7,093) (11,537) (18,630) 51,523 (278) 1,299 1,689 35,603 $ $ $ $ For the year ended December 31, 2015, net interest expense and other financing charges decreased by $35,603 or 9.4% compared to the same period in 2014. The decrease was primarily due to a non-cash finance charge of $48,911 in 2014 related to the early repayment of the transferor notes issued to Loblaw in connection with the IPO. The decrease was partially offset by higher expenses in the year ended December 31, 2015 for interest on the Series E and F senior unsecured debentures issued in the first and fourth quarter of 2015, respectively, and distributions on the additional Exchangeable Units issued as partial consideration for properties acquired from Loblaw in 2014 and 2015. Choice Properties REIT 2015 Annual Report 17 Management’s Discussion and Analysis 7. OTHER MEASURES OF PERFORMANCE Choice Properties’ FFO(1) and AFFO(1) for the years ended December 31, 2015 and December 31, 2014 are summarized below: For the years ended December 31 ($ thousands except where otherwise indicated) (unaudited) Funds from Operations(1) Funds from Operations(1) (excluding other adjustments)(i) FFO(1) per unit basic(ii) FFO(1) per unit diluted(ii) FFO(1) payout ratio(ii) Adjusted Funds from Operations(1) AFFO(1) per unit basic AFFO(1) per unit diluted AFFO(1) payout ratio Distribution declared per unit Weighted average Units outstanding - basic Weighted average Units outstanding - diluted Number of Units outstanding, end of period $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2015 388,975 388,975 0.967 0.966 67.3% 312,881 0.778 0.777 83.7% 0.650004 402,090,617 402,582,183 408,063,609 2014 297,488 348,967 0.913 0.912 71.3% 285,236 0.746 0.745 87.2% $ $ $ $ $ $ $ 0.650004 $ 382,344,615 382,636,320 395,287,115 Variance favourable / (unfavourable) 91,487 40,008 0.054 0.054 4.0% 27,645 0.032 0.032 3.5% — 19,746,002 19,945,863 12,776,494 (i) (ii) For the year ended December 31, 2014, internalization costs of $2,568 were added back to net income (loss) to calculate FFO(1) (excluding other adjustments). Also, for the year ended December 31, 2014, non-cash finance charges of $48,911 were added back to net income (loss) to calculate FFO(1) (excluding other adjustments). The non-cash finance charges were the result of accelerated amortization of net debt discounts due to replacement of notes issued to Loblaw in connection with the IPO. The FFO(1) per unit amounts and payout ratio for the year ended December 31, 2014 were calculated using FFO(1) (excluding other adjustments). FFO(1) per unit on a diluted basis, before adjustments, was $0.777 and the payout ratio was 83.7%. Funds from Operations(1) Except as otherwise noted, Choice Properties calculates its FFO(1) in accordance with the Real Property Association of Canada White Paper on Funds from Operations for IFRS issued in April 2014 (see Section 17,”Non-GAAP Financial Measures”, of this MD&A). For the year ended December 31, 2015, FFO(1) (excluding other adjustments) increased by $40,008 or 11.5% compared to the same period in 2014. The year-over-year growth was due to an increase in net property income of $40,343 and a decrease in general and administrative expenses of $1,866, partially offset by a $1,771 increase in interest and other financing charges and a $430 increase in amortization of other assets. For the year ended December 31, 2015, FFO(1) per unit on a diluted basis increased by $0.054 or 5.9% compared to the same period in 2014. Adjusted Funds from Operations(1) There is currently no standard industry-defined measure of AFFO(1). Please refer to Section 17, “Non-GAAP Financial Measures”, of this MD&A, for a reconciliation of AFFO(1) to cash flows from operating activities determined in accordance GAAP. For the year ended December 31, 2015, AFFO(1) increased by $27,645 or 9.7% compared to the same period in 2014. The year-over-year growth was due to an increase in net property income of $38,321, and a decrease in general and administrative expenses of $1,901, partially offset by a $8,042 increase in capital expenditures required to maintain the rental revenue stream of the growing portfolio, a $4,105 increase in interest and other financing charges, and a $430 increase in amortization of other assets. For the year ended December 31, 2015, AFFO(1) per unit on a diluted basis increased by $0.032 or 4.3% compared to the same period in 2014. 18 Choice Properties REIT 2015 Annual Report 8. 8.1 LIQUIDITY AND CAPITAL RESOURCES Major Cash Flow Components Three Months (unaudited) Year End (audited) For the periods ended December 31 ($ thousands) Cash and cash equivalents, beginning of period 2015 2014 Source/ (Use) 2015 2014 Source/ (Use) $ 7,614 $ 8,262 $ (648) $ 1,332 $ 51,405 $ (50,073) Cash flows from operating activities Cash flows used in investing activities Cash flows used in financing activities 172,394 (113,907) (21,747) 200,656 (174,947) (32,639) (28,262) 61,040 10,892 520,642 (414,556) (63,064) 476,368 (296,685) (229,756) 44,274 (117,871) 166,692 Cash and cash equivalents, end of period Cash Flows from Operating Activities $ 44,354 $ 1,332 $ 43,022 $ 44,354 $ 1,332 $ 43,022 The year-over-year decrease in cash flows from operating activities for the three months ended December 31, 2015 of $28,262 was primarily driven by a lower contribution from working capital due to a decrease in deferred revenue as there was no prepaid rent from Loblaw in the third quarter of 2014, partially offset by an increase in NOI(1). The year-over-year increase in cash flows from operating activities for the year ended December 31, 2015 of $44,274 was primarily due to a higher contribution from working capital due to an increase in deferred revenue and accrued distributions on Exchangeable Units as a result of partial consideration for properties acquired from Loblaw in 2014 and 2015, and an increase in NOI(1). Cash flows from operating activities are used to fund on-going operations, and expenditures for leasing capital and property capital(2). Cash Flows used in Investing Activities The year-over-year decrease in cash flows used in investing activities for the three months ended December 31, 2015 was $61,040, which was primarily due to a $92,968 decrease in investment properties acquisitions compared to the same period in 2014, partially offset by incremental capital expenditures of $61,807 for the investment properties. In addition, no notes receivable were issued to third-parties in the fourth quarter of 2015 compared to $23,000 of notes receivable issued in the same period in 2014. The year-over-year increase in cash flows used in investing activities for the year ended December 31, 2015 of $117,871 was primarily due to increased capital expenditures for the investment properties of $106,351 and a $26,878 increase in investment property acquisitions compared to the same period in 2014. Choice Properties issued $21,435 fewer notes receivable to third-parties and contributed $3,110 less to the joint venture in 500 LS Limited Partnership in 2015 than in the prior year. Cash Flows used in Financing Activities The year-over-year decrease in cash flows used in financing activities was $10,892 for the three months ended December 31, 2015 compared to the same period in 2014, primarily due to issuance of Series F senior unsecured debentures which were substantially used to repay existing indebtedness. The year-over-year decrease in cash flows used in financing activities was $166,692 for the year ended December 31, 2015 compared to the same period in 2014, primarily due to the retirement of Transferor Notes in 2014, partially offset by fluctuations in the credit facility balance. Choice Properties REIT 2015 Annual Report 19 Management’s Discussion and Analysis 8.2 Liquidity and Capital Structure Choice Properties expects to fund its ongoing operations and finance future growth primarily through the use of: (i) existing cash; (ii) cash flows from operations; (iii) short term financing through the credit facility; and (iv) the issuance of unsecured debentures and equity (including LP Units), subject to market conditions. Given reasonable access to capital markets, Choice Properties does not foresee any impediments in obtaining financing to satisfy its short and long term financial obligations, including its capital investment commitments(2). ($ thousands) Cash and cash equivalents Unused portion of the Credit Facility Liquidity Credit Facility As at As at December 31, 2015 44,354 500,000 544,354 $ $ December 31, 2014 1,332 378,000 379,332 $ $ Variance favourable / (unfavourable) 43,022 122,000 165,022 $ $ Choice Properties has a $500,000 (December 31, 2014 - $500,000) senior unsecured committed revolving credit facility (the “Credit Facility”) provided by a syndicate of lenders that contains certain financial and non-financial covenants consistent with a credit facility of this nature. The Credit Facility is available for general business purposes, including property acquisitions and development activities, and the refinancing of indebtedness. The Credit Facility bears interest at variable rates of either: prime plus 0.45% or bankers’ acceptance rate plus 1.45%. This pricing is contingent on Choice Properties’ credit ratings from DBRS Limited (“DBRS”) and Standard & Poor’s (“S&P”) remaining at “BBB”. The Credit Facility matures July 5, 2020. As at December 31, 2015, no amount was drawn under the Credit Facility (December 31, 2014 - $122,000). Base Shelf Prospectus On October 14, 2015, Choice Properties filed a new base shelf prospectus allowing for the issuance, from time to time, of Units and debt securities, or any combination thereof, having an aggregate offering price of up to $2 billion. The new prospectus is effective for a 25-month period from the date of issuance. On November 24, 2015, Choice Properties issued $200,000 of senior unsecured debentures under this prospectus. Long Term Debt and Class C LP Units The following are the continuities of Choice Properties’ outstanding long term debt and Class C LP Units for the year ended December 31, 2015: For the year ended December 31, 2015 ($ thousands) Principal balance outstanding, beginning of year $ Issuance: Series E Series F Mortgage assumed Repayment: Mortgages Senior unsecured debentures 2,550,000 250,000 200,000 — — Mortgages 3,107 $ $ Class C LP Units 925,000 $ — — 2,072 (1,040) — — — Total long term debt and Class C LP Units 3,478,107 250,000 200,000 2,072 (1,040) Principal balance outstanding, end of year $ 3,000,000 $ 4,139 $ 925,000 $ 3,929,139 Weighted average coupon rate 3.96% 2.30% 4.06% 3.15% 7.36% 3.65% Senior Unsecured Debentures On February 5, 2015, Choice Properties issued $250,000 principal amount of Series E senior unsecured debentures under the base shelf prospectus dated September 3, 2013, with a coupon rate of 2.297% per annum that mature on September 14, 2020. On November 24, 2015, Choice Properties issued $200,000 principal amount of Series F senior unsecured debentures under the base shelf prospectus dated October 14, 2015, with a coupon rate of 4.055% per annum that mature on November 24, 2025. Subsequent to December 31, 2015, Choice Properties entered into certain bond forward contracts with a notional value of $300,000. 20 Choice Properties REIT 2015 Annual Report On February 4, 2016, Choice Properties issued a notice for a March 7, 2016 early redemption, at par, of the $300,000 Series 5 senior unsecured debentures with an original maturity date of April 20, 2016. Mortgage In connection with a property acquired from a third-party on August 11, 2015, Choice Properties assumed a mortgage that is secured by the property. The mortgage bears interest at a fixed rate of 3.15% per annum, matures in 2019 and has an effective interest rate of 2.45% per annum. Class C LP Units (authorized - unlimited) As at December 31, 2015, Loblaw holds all of the 92,500,000 outstanding Class C LP Units (December 31, 2014 - 92,500,000 Units), which are redeemable at Loblaw’s option, beginning in 2027. Choice Properties has the option to settle the redemption payment with cash, Exchangeable Units, or any combination thereof. Maturities of Long Term Debt and Class C LP Units As at December 31, 2015 ($ thousands) 2016 2017 2018 2019 2020 Thereafter $ Senior unsecured debentures 300,000 200,000 400,000 200,000 550,000 1,350,000 Mortgage 1,212 $ $ Class C LP Units — $ 1,192 152 1,583 — — — — — — 925,000 Total principal balance outstanding $ 3,000,000 $ 4,139 $ 925,000 $ Total 301,212 201,192 400,152 201,583 550,000 2,275,000 3,929,139 In order to reduce refinancing risk, Choice Properties attempts to stagger debt maturities and future financing obligations to ensure no large maturities or financing needs occur in any one year. Financial Covenants Choice Properties is subject to certain financial and non-financial covenants in its senior unsecured debentures and the Credit Facility that include maintaining certain leverage and debt service ratios. These ratios are monitored by management on an ongoing basis to ensure compliance. Choice Properties was in compliance with all of these covenants as at December 31, 2015 and December 31, 2014. The Trust’s compliance with leverage and coverage ratios, as they relate to its debentures, are shown below: (unaudited) Debt to Total Assets Ratio(i) Limit: Maximum including Class C LP Units and convertible debt is 65.0% Debt Service Coverage Ratio(i) Limit: Minimum 1.5x As at As at December 31, 2015 44.5% December 31, 2014 44.0% 3.6x 3.5x (i) Debt ratios include Class C LP Units but exclude Exchangeable Units. The ratios are non-GAAP financial measures calculated based on the trust indentures, as supplemented. Choice Properties REIT 2015 Annual Report 21 Management’s Discussion and Analysis 8.3 Credit Ratings Choice Properties’ debt securities are rated by two independent credit rating agencies: DBRS and S&P. Choice Properties’ ratings are linked to and equivalent to those of Loblaw, largely because of Loblaw’s significant ownership position in the Trust, Loblaw’s position as Choice Properties’ most significant tenant for the foreseeable future, and the strategic integration between the Trust and Loblaw. The following table sets out the current credit ratings of Choice Properties: Credit ratings (Canadian standards) Credit rating Issuer rating Senior unsecured debentures 8.4 Unit Equity BBB BBB DBRS S&P Trend Stable Stable Credit rating BBB BBB Outlook Stable N/A Equity, for the purposes of this MD&A, includes both Units and Exchangeable Units, which are economically equivalent to Units and receive equal distributions. The following is a continuity of Choice Properties’ outstanding equity from Units: Number of Units, beginning of year Units issued in connection with the Distribution Reinvestment Plan Units issued under unit-based compensation arrangement Exchangeable Units issued in connection with investment properties acquired from Loblaw Number of Units, end of year Distribution Reinvestment Plan Year ended Year ended December 31, 2015 395,287,115 December 31, 2014 371,688,983 1,668,346 30,461 11,077,687 408,063,609 1,522,472 118,309 21,957,351 395,287,115 Choice Properties has a Distribution Reinvestment Plan (“DRIP”) which enables eligible Unitholders to elect to automatically reinvest their regular monthly cash distributions in additional Units and to receive a bonus distribution in Units equivalent to 3% of each distribution. In the year ended December 31, 2015, Choice Properties issued 1,668,346 Units under the DRIP (2014 - 1,522,472 Units). In the year ended December 31, 2015, the Trust issued 1,317,405 Units to GWL under the DRIP (2014 - 1,306,847 Units). On average, 12.6% of Unitholders other than Loblaw and GWL participated in the DRIP in the year ended December 31, 2015. Distributions In the year ended December 31, 2015, Choice Properties declared $261,424 in distributions (2014 - $248,754), including distributions to holders of Exchangeable Units, which are reported as interest expense, and non-cash distributions provided under the DRIP. For the periods ended December 31 ($ thousands) (unaudited) Distributions declared Less: Distributions reinvested through Three Months Year End 2015 $ 66,221 2014 $ 64,211 Variance favourable / (unfavourable) 2,010 $ 2015 $ 261,424 2014 $ 248,754 Variance favourable / (unfavourable) 12,670 $ the DRIP (4,319) (4,063) (256) (18,118) (15,682) Net distributions declared $ 61,902 $ 60,148 $ 1,754 $ 243,306 $ 233,072 $ (2,436) 10,234 In determining the amount of distributions to be made to Unitholders, Choice Properties’ Board of Trustees consider many factors, including provisions in its Declaration of Trust, macro-economic and industry specific environments, the overall financial condition of the Trust, future capital requirements, debt covenants, and taxable income. In accordance with Choice Properties’ Distribution Policy, Management and the Board of Trustees regularly review Choice Properties’ rate of distributions to assess the stability of cash and non-cash distributions. 22 Choice Properties REIT 2015 Annual Report 44,274 (36,115) 8,159 (10,234) 27,645 (10,234) The tables below summarize the excess or shortfall of certain GAAP and non-GAAP measures over net distributions declared: For the periods ended December 31 ($ thousands) (unaudited) Three Months Year End 2015 2014 Variance favourable / (unfavourable) 2015 2014 Variance favourable / (unfavourable) Cash flows from operating activities $ 172,394 $ 200,656 $ (28,262) $ 520,642 $ 476,368 $ Interest paid on financing activities Less: Cash flows from operating activities less interest paid Less: Net distributions declared Excess of cash flows provided by operating activities less interest paid over net distributions declared (13,713) (14,809) 1,096 (144,528) (108,413) $ 158,681 $ 185,847 $ (27,166) $ 376,114 $ 367,955 $ (61,902) (60,148) (1,754) (243,306) (233,072) $ 96,779 $ 125,699 $ (28,920) $ 132,808 $ 134,883 $ (2,075) For the periods ended December 31 ($ thousands) (unaudited) Three Months Year End 2015 2014 Variance favourable / (unfavourable) 2015 2014 Variance favourable / (unfavourable) Adjusted Funds from Operations(1) $ 81,987 $ 74,096 $ 7,891 $ 312,881 $ 285,236 $ (61,902) (60,148) (1,754) (243,306) (233,072) Less: Net distributions declared Excess of cash provided by AFFO(1) over net distributions declared For the periods ended December 31 ($ thousands) (unaudited) Net Income (Loss) Add: Distributions on Exchangeable Units included in net interest expense and other financing charges Net income (loss) adjusted for distributions on Exchangeable Units Less: Net distributions declared Excess (shortfall) of adjusted net income (loss) over net distributions declared $ 20,085 $ 13,948 $ 6,137 $ 69,575 $ 52,164 $ 17,411 Three Months Year End 2015 2014 Variance favourable / (unfavourable) 2015 2014 Variance favourable / (unfavourable) $ 40,401 $ 87,017 $ (46,616) $ (155,276) $ 199,614 $ (354,890) 51,461 49,730 1,731 202,804 191,267 11,537 $ 91,862 $ 136,747 $ (44,885) $ 47,528 $ 390,881 $ (343,353) (61,902) (60,148) (1,754) (243,306) (233,072) (10,234) $ 29,960 $ 76,599 $ (46,639) $ (195,778) $ 157,809 $ (353,587) The excess of cash flows provided by operating activities less interest paid over net distributions declared for the three months ended December 31, 2015 includes seasonal fluctuations in non-cash working capital and timing of semi-annual debenture installments. While cash flows from operating activities are generally sufficient to cover distribution requirements, timing of cash outflows may result in shortfalls during particular quarters of the Trust’s fiscal year. These seasonal or short-term fluctuations could be funded from other sources, such as the Credit Facility. The cash flows provided by operating activities for the year ended December 31, 2015 were in excess of net distributions declared. AFFO(1) excludes the impact of short-term fluctuations in non-cash working capital, such as property tax installments, and the timing of semi- annual debenture interest payments. AFFO(1) also considers the cash flow required for capital expenditures to maintain productive capacity of the investment properties. As such, management includes this non-GAAP measure in its assessment of cash flow available for distributions. A reconciliation of AFFO(1) to cash flows from operating activities is in Section 17, “Non-GAAP Financial Measures”, of this MD&A. Management anticipates that distributions declared will, in the foreseeable future(2), continue to vary from net income (or net loss) as this GAAP measure includes adjustments to fair value and other non-cash items. If net income (loss) adjusted for distributions on Exchangeable Units were to be calculated excluding the adjustments to fair value, there would have been an excess of adjusted net income (loss) over net distributions declared. Choice Properties REIT 2015 Annual Report 23 Management’s Discussion and Analysis At its meeting on November 10, 2015, the Board of Trustees reviewed and approved an increase of distributions to $0.67 per unit per annum (an increase of 3.1%). The increase was effective for Unitholders of record on January 29, 2016. Based on current facts and assumptions, management does not anticipate cash distributions will be reduced or suspended in the foreseeable future(2). The carrying value of the Trust’s investment properties exceeds their tax base. Choice Properties’ historic tax treatment of distributions has been as follows: For the years ended December 31 (unaudited) Return of Capital Income Capital Gain 2015 9.4% 90.5% 0.1% 2014 17.1% 81.8% 1.1% 2013 22.7% 77.3% —% 100.0% 100.0% 100.0% The composition may change over time, thus affecting the after-tax return to Unitholders. 8.5 Contractual Obligations The undiscounted future principal and interest payments on Choice Properties’ debt instruments, distribution and redemption payments on Class C LP Units, and other contractual obligations as at December 31, 2015 were as follows: ($ thousands) 2017 (unaudited) Senior unsecured debentures Mortgage Class C LP Units Other(i) Total 2016 Thereafter $ 400,505 $ 293,005 $ 490,005 $ 275,789 $ 614,390 $ 1,483,193 2020 2019 2018 1,393 46,250 22,155 1,294 46,250 266 204 46,250 266 1,628 46,250 295 — — 46,250 1,273,558 295 1,421 Total 3,556,887 $ 4,519 1,504,808 24,698 $ 470,303 $ 340,815 $ 536,725 $ 323,962 $ 660,935 $ 2,758,172 $ 5,090,912 (i) As at December 31, 2015, Choice Properties had commitments of approximately $24,698 for future capital expenditures related to on-going development and sustainable capital projects, and other contractual obligations such as operating rents. 24 Choice Properties REIT 2015 Annual Report 9. 9.1 QUARTERLY RESULTS OF OPERATIONS Results by Quarter The following is a summary of selected consolidated financial information for each of the eight most recently completed quarters. Selected Quarterly Information ($ thousands except where otherwise indicated) (unaudited) Number of properties Fourth Quarter 2015 519 Gross Leasable Area Third Quarter 2015 515 41.4 98.5% Second Quarter 2015 513 41.3 98.5% First Quarter 2015 475 39.9 98.3% Fourth Quarter 2014 472 38.9 98.1% $ $ $ $ $ $ $ 187,285 129,986 $ $ 183,084 126,861 (173,362) $ 188,735 $ $ $ $ 143,492 0.241 0.241 0.194 83.8% 105,025 0.240 0.240 0.191 85.1% $ $ $ $ $ $ $ 181,674 125,285 $ $ 175,246 123,175 (211,050) $ 87,017 $ $ $ $ 99,731 0.238 0.238 0.191 85.1% 200,656 0.230 0.230 0.188 86.4% $ $ $ $ $ $ $ Third Quarter 2014 454 37.6 97.9% 170,293 118,551 122,306 119,994 0.223 0.229 0.189 86.0% Second Quarter 2014 456 37.6 97.7% First Quarter 2014 436 36.4 97.7% $ $ $ $ $ $ $ 170,339 118,681 $ $ 167,045 115,332 (1,538) $ (8,171) $ $ $ $ 86,692 0.091 0.228 0.184 88.3% 69,026 0.233 0.224 0.185 87.8% 41.6 98.6% 191,057 132,133 40,401 172,394 0.247 0.247 0.201 80.8% 0.162501 $ 0.162501 $ 0.162501 $ 0.162501 $ 0.162501 $ 0.162501 $ 0.162501 $ 0.162501 408,063,609 406,379,516 405,659,341 395,976,907 395,287,115 384,073,936 383,670,554 372,029,705 8,906 $ 8,603 $ 8,465 $ 8,159 $ 8,192 $ 7,774 $ 7,719 $ 44.5% 3.6x 44.9% 3.6x 45.1% 3.5x 45.8% 3.5x 44.0% 3.5x 45.7% 3.4x 46.3% 3.4x 7,407 46.9% 3.5x (in millions of square feet) Occupancy Rental revenue Net Operating Income(1) Net income (loss) Cash flows from operating activities(i) FFO(1) per unit - diluted FFO(1) per unit - diluted (excluding other adjustments)(ii) AFFO(1) per unit diluted AFFO(1) payout ratio Distribution declared per unit Number of Units outstanding Total assets (in millions) Debt to total assets(iii) Debt service coverage(iii) $ $ $ $ $ $ $ $ $ (i) (ii) Cash flows from operating activities are presented before deducting interest paid. The first and second quarters of 2014, were adjusted for a non-cash finance gain of $3,342 and a non-cash finance charge of $52,253, respectively. The third and fourth quarters of 2014 were adjusted for internalization costs of $2,372 and $196, respectively. There were no adjustments to the calculations of FFO(1) for the quarters of 2015. (iii) Debt ratios include Class C LP Units but exclude Exchangeable Units. The ratios are non-GAAP financial measures calculated based on the trust indentures as supplemented. Acquisitions, since Choice Properties’ IPO, have positively impacted quarterly results. In addition, net income (or net loss) is impacted by fluctuations in adjustments to fair value of Exchangeable Units and investment properties and therefore is often not comparable from quarter to quarter. Choice Properties REIT 2015 Annual Report 25 Management’s Discussion and Analysis 9.2 Fourth Quarter Results Choice Properties’ financial results for the three months ended December 31, 2015 and December 31, 2014 are summarized below: For the three months ended December 31 ($ thousands) (unaudited) Rental Revenue Base rent Property tax and operating cost recoveries Other revenue Property Operating Costs Recoverable property taxes and operating costs Non-recoverable operating costs Net Property Income Other Expenses General and administrative expenses Amortization of other assets Net interest expense and other financing charges Net Income before Adjustments to Fair Value Adjustment to fair value of Exchangeable Units Adjustment to fair value of investment properties Net Income 2015 2014 Variance favourable / (unfavourable) $ 140,319 $ 132,704 $ 50,149 589 191,057 (49,072) (731) 41,961 581 175,246 (42,713) (575) 141,254 $ 131,958 $ (5,148) (279) (87,910) (6,213) (87) (85,030) 47,917 $ 40,628 $ (95,418) 87,902 40,401 (51,063) 97,452 $ 87,017 $ $ $ $ 7,615 8,188 8 15,811 (6,359) (156) 9,296 1,065 (192) (2,880) 7,289 (44,355) (9,550) (46,616) Rental Revenue Rental revenue is comprised primarily of base rent and recoveries from tenants for property taxes, operating costs and qualifying capital expenditures. For the three months ended December 31 ($ thousands) (unaudited) Same Properties(i) Acquisitions Dispositions Total Revenue $ $ $ 2015 176,669 14,388 — $ 2014 170,812 4,440 (6) 191,057 $ 175,246 $ Variance favourable / (unfavourable) 5,857 9,948 6 15,811 (i) There were 453 properties that were owned throughout both the three months ended December 31, 2015 and December 31, 2014 (“Same Properties”). During the three months ended December 31, 2015, rental revenue increased by $15,811, or 9.0% compared to the same period in 2014, primarily due to additional rental revenue of $9,948 attributable to properties acquired in both 2014 and 2015 (“Acquisitions”), and an increase of $5,863 in revenue from Same Properties, net of two properties disposed in 2014 (“Dispositions”). Rental revenue includes certain non-cash amounts. Rental revenue is recorded on a straight-line basis over the full term of a lease, which results in a difference between cash rent received and revenue recognized for accounting purposes. The amortization of tenant improvement allowances is also included in rental revenue. During the three months ended December 31, 2015, the net amount of these items positively impacted rental revenue by $9,020 (2014 - $8,781). 26 Choice Properties REIT 2015 Annual Report Net Operating Income(1) All Properties For the three months ended December 31 ($ thousands) (unaudited) Rental revenue Less: Straight-line rental revenue Property operating costs Net Operating Income(1) All Properties $ $ $ 2015 191,057 (9,121) 181,936 (49,803) 2014 175,246 (8,783) 166,463 (43,288) 132,133 $ 123,175 $ Variance favourable / (unfavourable) 15,811 $ (338) 15,473 (6,515) 8,958 For the three months ended December 31, 2015, NOI(1) increased by $8,958 or 7.3% compared to the same period in 2014, primarily driven by an increase of $6,394 from the Acquisitions, and $2,564 from Same Properties. Net Operating Income(1) Same Properties For the three months ended December 31 ($ thousands) (unaudited) Rental revenue Less: Straight-line rental revenue Property operating costs Net Operating Income(1) Same Properties Less: Net Operating Income - developed GLA Net Operating Income(1) Same Properties - same GLA $ $ $ 2015 176,669 (8,078) 168,591 (45,940) 122,651 (474) 122,177 $ $ $ Variance favourable / (unfavourable) 5,857 490 6,347 (3,783) 2,564 (172) 2,392 2014 170,812 (8,568) 162,244 (42,157) 120,087 (302) 119,785 $ $ $ For the three months ended December 31, 2015, Same Properties’ NOI(1), measured on a same GLA basis, increased by $2,392 or 2.0% compared to the same period in 2014, primarily due to an increase of $1,632 in base rent and net recoveries, which was driven by an improvement in ancillary occupancy and higher average rents per square foot on new ancillary leases, and rent steps in Loblaw leases. The increase was also due to an increase of $937 in revenue from the recovery of capital expenditures and interest, partially offset by a $140 increase in non-recoverable operating expenses and a $37 decrease in other revenue. Choice Properties REIT 2015 Annual Report 27 Management’s Discussion and Analysis General and Administrative Expenses For the three months ended December 31 ($ thousands) (unaudited) Internal expenses of the Trust(i) Investor relations and other public entity costs Professional fees Services Agreement expense charged by related party(ii) $ Less: Property and asset management fee charged to related party(ii) Capitalized to investment properties Allocated to recoverable operating expenses General and administrative expenses Less: Internalization costs(i) Internal expenses for leasing(iii) General and administrative expenses excluding internal expenses for leasing and internalization costs (for use in general and administrative expense as a percent of revenue calculation) $ As a percentage of revenue Variance favourable / (unfavourable) (1,811) 2014 4,424 $ $ 2015 6,235 277 687 785 7,984 (150) (703) (1,983) 605 691 786 6,506 — (293) — $ 5,148 $ 6,213 $ — (666) (196) (366) 4,482 $ 2.3% 5,651 $ 3.2% 328 4 1 (1,478) 150 410 1,983 1,065 (196) 300 1,169 0.9% (i) (ii) (iii) The internal expenses of the Trust for the three months ended December 31, 2014 include costs to internalize property and asset management functions of $196. The Services Agreement and Property Management Agreement are described in section 13, “Related Party Transactions”, of this MD&A. Internal expenses for leasing, primarily salaries, were eligible to be added back to FFO(1), based on the revision to the definition of FFO(1) in the Real Property Association of Canada White Paper published in April 2014 that provided for an adjustment to incremental leasing expenses for the cost of salaried staff. This adjustment to FFO(1) made results more comparable between real estate entities that expensed their internal leasing departments and those that capitalized the expenses. Choice Properties internalized its leasing function on October 1, 2014 and continued to develop the department during the year ended December 31, 2015. Therefore, the internal expenses for leasing for the three months ended December 31, 2015 were higher compared to the three months ended December 31, 2014. General and administrative expenses, excluding internal expenses for leasing and internalization costs, for the three months ended December 31, 2015, were $1,169 lower than the same period in 2014. Choice Properties internalized its property management functions to become a fully internally managed REIT as of January 1, 2015. As a result, and excluding the costs to internalize of $196 incurred in the three months ended December 31, 2014, the internal expenses of the Trust increased by $2,007 primarily due to the addition of personnel in the current year. $1,983 of the increased costs related to operations and was charged to the properties’ operating expenses. A further $300 related to an increase in the internal leasing expenses, which are an add-back to FFO(1). 28 Choice Properties REIT 2015 Annual Report Net Interest Expense and Other Financing Charges For the three months ended December 31 ($ thousands) (unaudited) Interest on senior unsecured debentures Distributions on Class C LP Units(i) Interest on mortgage Interest on credit facility Subtotal (for use in Debt Service Coverage calculation) Distributions on Exchangeable Units(i) Subtotal (for use in EBITDAFV(1) calculation) Effective interest rate amortization of debt discounts and premiums Effective interest rate amortization of debt placement costs Capitalized interest Interest income Net interest expense and other financing charges (i) Represents amounts paid to Loblaw. $ $ $ 2015 25,267 11,562 59 888 37,776 51,461 89,237 (667) 353 (465) (548) Variance favourable / (unfavourable) (2,291) — (10) 300 (2,001) (1,731) (3,732) (6) (55) 437 476 2014 22,976 11,562 49 1,188 35,775 49,730 85,505 $ $ $ (673) 298 (28) (72) 87,910 $ 85,030 $ (2,880) $ $ $ $ For the three months ended December 31, 2015, net interest expense and other financing charges increased by $2,880 or 3.4% compared to the same period in 2014. The increase was due to higher expenses in the three months ended December 31, 2015 for interest on the Series E and F senior unsecured debentures issued in the first and fourth quarter of 2015, respectively, and distributions on the additional Exchangeable Units issued as partial consideration for properties acquired from Loblaw in 2015. Choice Properties REIT 2015 Annual Report 29 Management’s Discussion and Analysis 9.3 Other Measures of Fourth Quarter Performance Choice Properties’ FFO(1) and AFFO(1) for the three months ended December 31, 2015 and December 31, 2014 are summarized below: For the three months ended December 31 ($ thousands except where otherwise indicated) (unaudited) Funds from Operations(1) Funds from Operations(1) (excluding other adjustments)(i) FFO(1) per unit basic(ii) FFO(1) per unit diluted(ii) FFO(1) payout ratio(ii) Adjusted Funds from Operations(1) AFFO(1) per unit basic AFFO(1) per unit diluted AFFO(1) payout ratio Distribution declared per unit Weighted average Units outstanding - basic Weighted average Units outstanding - diluted Number of Units outstanding, end of period $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2015 100,524 100,524 0.247 0.247 65.8% 81,987 0.202 0.201 80.8% 0.162501 406,594,295 407,098,288 408,063,609 2014 90,685 90,881 0.231 0.230 70.7% 74,096 0.188 0.188 86.4% $ $ $ $ $ $ $ 0.162501 $ 394,237,610 394,578,356 395,287,115 Variance favourable / (unfavourable) 9,839 9,643 0.016 0.017 4.9% 7,891 0.014 0.013 5.6% — 12,356,685 12,519,932 12,776,494 (i) (ii) For the three months ended December 31, 2014, internalization costs of $196 and were added back to net income (loss) to calculate FFO(1) (excluding other adjustments). The FFO(1) per unit amounts and payout ratio for the three months ended December 31, 2014 were calculated using FFO(1) (excluding other adjustments). FFO(1) per unit on a diluted basis, before adjustments, was $0.230 and the payout ratio was 70.7%. Funds from Operations(1) Except as otherwise noted, Choice Properties calculates its FFO(1) in accordance with the Real Property Association of Canada White Paper on Funds from Operations for IFRS issued in April 2014 (see Section 17,”Non-GAAP Financial Measures”, of this MD&A). For the three months ended December 31, 2015, FFO(1) (excluding other adjustments) increased by $9,643 or 10.6% compared to the same period in 2014. The year-over-year increase was due to an increase in net property income of $9,395 and a decrease in general and administrative expenses of $1,589, partially offset by a $1,149 increase in interest and other financing charges,and a $192 increase in amortization of other assets. For the three months ended December 31, 2015, FFO(1) per unit on a diluted basis increased by $0.017 or 7.4% compared to the same period in 2014. Adjusted Funds from Operations(1) There is currently no standard industry-defined measure of AFFO(1). Please refer to Section 17, “Non-GAAP Financial Measures”, of this MD&A, for a reconciliation of AFFO(1) to cash flows from operating activities determined in accordance GAAP. For the three months ended December 31, 2015, AFFO(1) increased by $7,891 or 10.6% compared to the same period in 2014. The year- over-year increase was due to an increase in net property income of $9,057 and a decrease in general and administrative expenses of $1,793, partially offset by a $1,679 increase in capital expenditures required to maintain the rental revenue stream of the portfolio, a $1,088 increase in interest and other financing charges and a $192 increase in amortization of other assets. For the three months ended December 31, 2015, AFFO(1) per unit on a diluted basis increased by $0.013 or 6.9% compared to the same period in 2014. The results for AFFO(1) reflect property capital expenditures occurring evenly over the year. If AFFO(1) were to be calculated deducting only the incurred capital expenditures of $28,437, AFFO(1) would have been $63,295 or $0.155 per unit on a diluted basis (2014 - $70,426 or $0.178). 30 Choice Properties REIT 2015 Annual Report 10. DISCLOSURE CONTROLS AND PROCEDURES Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to Choice Properties is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. As required by National Instrument 52-109, “Certification of Disclosure in Issuers’ Annual and Interim Filings” (“NI 52-109”), the Chief Executive Officer and the Chief Financial Officer have caused the effectiveness of the disclosure controls and procedures to be evaluated. Based on that evaluation, they have concluded that the design and operation of the system of disclosure controls and procedures were effective as at December 31, 2015. 11. INTERNAL CONTROL OVER FINANCIAL REPORTING Management is responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with IFRS. As required by NI 52-109, the Chief Executive Officer and the Chief Financial Officer have caused the effectiveness of the internal controls over financial reporting to be evaluated using the framework established in ‘Internal Control - Integrated Framework (COSO Framework)’ (2013) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, they have concluded that the design and operation of the Trust’s internal controls over financial reporting were effective as at December 31, 2015. In designing such controls, it should be recognized that due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Additionally, management is required to use judgment in evaluating controls and procedures. Changes in Internal Control over Financial Reporting There were no changes in the Trust’s internal controls over financial reporting in the fourth quarter of 2015 that materially affected, or are reasonably likely to materially affect the Trust’s internal control over financial reporting. 12. ENTERPRISE RISKS AND RISK MANAGEMENT Choice Properties is committed to establishing a framework that ensures risk management is an integral part of its activities. To ensure its continued growth and success, risks are identified and managed through Choice Properties’ Enterprise Risk Management (“ERM”) program. The Choice Properties Board of Trustees has approved an ERM policy and will oversee the ERM program through approval of the Trust’s risks and risk prioritization. The ERM program assists all areas of the business in managing appropriate levels of risk tolerance by bringing a systematic approach, methodology and tools for evaluating, measuring and monitoring key risks. The results of the ERM program and other business planning processes are used to identify emerging risks to the Trust, prioritize risk management activities and develop a risk-based internal audit plan. Risks are not eliminated through the ERM program. Risks are identified and managed within understood risk tolerances. The ERM program is designed to: • • • • promote a culture of awareness of risk management and compliance within Choice Properties; facilitate corporate governance by providing a consolidated view of risks across Choice Properties and insight into the methodologies for identification, assessment, measurement and monitoring of the risks; assist in developing consistent risk management methodologies and tools across the organization; and enable Choice Properties to focus on its key risks in the business planning process and reduce harm to financial performance through responsible risk management. Risk identification and assessments are important elements of the Trust’s ERM framework. An annual ERM assessment will be completed to assist in the update and identification of internal and external risks, which are both strategic and operational in nature. Key risks affecting the Trust are prioritized under four categories: financial; operational; reputational and compliance risks. The annual ERM assessment will be carried out through interviews, surveys and/or facilitated workshops with management and the Choice Properties Board of Trustees. Risks are assessed and evaluated based on the Trust’s vulnerability to the risk and the potential impact that the underlying risks would have on the Trust’s ability to execute its strategies and achieve its objectives. Risk owners are assigned relevant risks and key risk indicators are developed. At least semi-annually, management will provide an update to the Audit Committee on the status of the top risks based on significant changes from the prior update, anticipated impacts in future quarters and significant changes in key risk indicators. In addition, the long term risk level will be assessed to monitor potential long term risk impacts, which may assist in risk mitigation planning activities. Choice Properties REIT 2015 Annual Report 31 Management’s Discussion and Analysis Accountability for oversight of the management of each risk is allocated by the Choice Properties Board of Trustees either to the full Board of Trustees or to Committees of the Board of Trustees. The operating and financial risks and risk management strategies are discussed below. Any of these risks has the potential to negatively affect Choice Properties and its financial performance. The Trust has risk management strategies, including insurance programs, controls and contractual arrangements that are intended to mitigate the potential impact of these risks. However, these strategies do not guarantee that the associated risks will be mitigated or will not materialize or that events or circumstances will not occur that could negatively affect the reputation, operations or financial condition or performance of the Trust. Choice Properties faces a variety of significant and diverse risks, many of which are inherent in the business conducted by Choice Properties and the tenants of the properties. Described below are certain risks that could materially adversely affect Choice Properties. Other risks and uncertainties that Choice Properties does not presently consider to be material, or of which Choice Properties is not presently aware, may become important factors that affect Choice Properties’ future financial condition and results of operations. The occurrence of any of the risks discussed below could materially and adversely affect the business, prospects, financial condition, results of operations or cash flows of Choice Properties. Prospective purchasers of securities of Choice Properties should carefully consider these risks before investing in any such securities. The following risks are a subset of the key risks identified through the ERM program. They should be read in conjunction with the full set of risks inherent in the Trust’s business, as included in the Trust’s Annual Information Form for the year ended December 31, 2015, which is hereby incorporated by reference. 12.1 Operating Risks and Risk Management The following discussion of risks identifies significant factors that may adversely affect the Trust’s business, operations and financial condition or future performance. This information should be read in conjunction with the MD&A and the Trust’s consolidated financial statements and related notes. The following discussion of risks is not all inclusive but is designed to highlight the key risks inherent in the Trust’s business: Property Development, Redevelopment and Renovation Risks Vendor Management, Partnerships and Third-Party Service Providers Strategic Execution and Capabilities Current Economic Environment Property Development, Redevelopment and Renovation Risks Choice Properties engages in development, redevelopment and major renovation activities with respect to certain Properties. It is subject to certain risks, including: (a) the availability and pricing of financing on satisfactory terms or availability at all; (b) the availability and timely receipt of zoning and other regulatory approvals; (c) the ability to achieve an acceptable level of occupancy upon completion; (d) the potential that Choice Properties may fail to recover expenses already incurred if it abandons redevelopment opportunities after commencing to explore them; (e) the potential that Choice Properties may expend funds on and devote management time to projects which are not completed; (f) construction or redevelopment costs of a project, including certain fees payable to Loblaw under the Strategic Alliance Agreement, may exceed original estimates, possibly making the project less profitable than originally estimated, or unprofitable; (g) the time required to complete the construction or redevelopment of a project or to lease-up the completed project may be greater than originally anticipated, thereby adversely affecting Choice Properties’ cash flows and liquidity; (h) the cost and timely completion of construction (including risks beyond Choice Properties’ control, such as weather, labour conditions or material shortages); (i) contractor and subcontractor disputes, strikes, labour disputes or supply disruptions; (j) delays with respect to obtaining, or the inability to obtain, necessary zoning, occupancy, land use and other governmental permits, and changes in zoning and land use laws; (k) occupancy rates and rents of a completed project may not be sufficient to make the project profitable; (l) Choice Properties’ ability to dispose of properties redeveloped with the intent to sell could be impacted by the ability of prospective buyers to obtain financing given the current state of the credit markets; and (m) the availability and pricing of financing to fund Choice Properties’ development activities on favourable terms or availability at all. The above risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the initiation of redevelopment activities or the completion of redevelopment activities once undertaken. In addition, redevelopment projects entail risks that investments may not perform in accordance with expectations and can carry an increased risk of litigation (and its accompanying risks) with contractors, subcontractors, suppliers, partners and others. Any failure by Choice Properties to effectively manage all development, redevelopment and renovation initiatives may negatively impact the reputation and financial performance of the Trust. 32 Choice Properties REIT 2015 Annual Report Strategic Execution and Capabilities Choice Properties is a Trust which was formed on July 5, 2013, and as such has limited operating history. There is a risk that key operational capabilities, including resources, processes and technology, may not be adequately suited or developed for the needs of Choice Properties’ current state or for its growth strategy. Furthermore, Choice Properties’ growth strategy must be understood, and appropriately executed to deliver long term growth for the Trust. If Choice Properties is not successful in implementing operational capabilities required for current state and future growth, as well as executing on its growth strategy, the reputation and financial performance of the Trust may be negatively impacted. Vendor Management, Partnerships and Third-Party Service Providers Choice Properties currently relies on third-party vendors, developers, co-owners and strategic partners to provide the Trust with various services or to complete projects. The lack of an effective process for developing joint venture arrangements or for contract tendering, drafting, review, approval and monitoring may pose a risk for the Trust. Contracts must be negotiated according to policy with terms, services levels and rates that are optimal for Choice Properties. In addition, co- owners or joint venture partners may fail to fund their share of capital, may not comply with the terms of any governing agreements or may incur reputational damage which could negatively impact the Trust. Inefficient, ineffective or incomplete vendor management / partnership strategies, policies and procedures could impact the Trust’s reputation, operations and/or financial performance. Current Economic Environment Continued concerns about the uncertainty over whether the economy will be adversely affected by inflation, deflation or stagflation, and the systemic impact of unemployment, volatile energy costs, geopolitical issues and the availability and cost of credit have contributed to increased market volatility and weakened business and consumer confidence. This difficult operating environment could adversely affect Choice Properties’ ability to generate revenues, thereby reducing its operating income and earnings. It could also have a material adverse effect on the ability of Choice Properties’ operators to maintain occupancy rates in the Properties, which could harm Choice Properties’ financial condition. If these economic conditions continue, Choice Properties' tenants may be unable to meet their rental payments and other obligations due to Choice Properties, which could have a material adverse effect on Choice Properties. 12.2 Financial Risks and Risk Management Choice Properties is exposed to a number of financial risks, which have the potential to affect its operating and financial performance. The following is a summary of Choice Properties’ financial risks: Liquidity and Capital Availability Risk Liquidity of Real Property Interest Rate Risk Unit Price Risk Credit Risk Degree of Leverage Liquidity and Capital Availability Risk Liquidity risk is the risk that Choice Properties cannot meet a demand for cash or fund its obligations as they come due. Although a portion of the cash flow generated by the investment properties is devoted to servicing such outstanding debt, there can be no assurance that Choice Properties will continue to generate sufficient cash flow from operations to meet interest payments and principal repayment obligations upon an applicable maturity date. If Choice Properties is unable to meet interest or principal repayment obligations, it could be required to renegotiate such payments or issue additional equity or debt or obtain other financing. The failure of Choice Properties to make or renegotiate interest or principal payments or issue additional equity or debt or obtain other financing could materially adversely affect Choice Properties’ financial condition and results of operations and decrease or eliminate the amount of cash available for distribution to Unitholders. The real estate industry is highly capital intensive. Choice Properties requires access to capital to fund operating expenses, to maintain its properties, to fund its growth strategy and certain other capital expenditures from time to time, and to refinance indebtedness. Although Choice Properties expects to have access to the Credit Facility, there can be no assurance that it will otherwise have access to sufficient capital or access to capital on favourable terms. Further, in certain circumstances, Choice Properties may not be able to borrow funds due to limitations set forth in the Declaration of Trust and the trust indentures, as supplemented. Failure by Choice Properties to access required capital could have a material adverse effect on its financial condition or results of operations and its ability to make distributions to Unitholders. Liquidity and capital availability risks are mitigated by maintaining appropriate levels of liquidity, by diversifying the Trust's sources of funding, by maintaining a well-diversified debt maturity profile and actively monitoring market conditions. Liquidity of Real Property An investment in real estate is relatively illiquid. Such illiquidity will tend to limit Choice Properties' ability to vary its portfolio promptly in response to changing economic or investment conditions. In recessionary times, it may be difficult to dispose of certain types of real estate assets. The costs of holding real estate are considerable and during an economic recession Choice Properties may be faced with ongoing expenditures with a declining prospect of incoming receipts. In such circumstances, it may be necessary for Choice Properties to dispose of properties at lower prices in order to generate sufficient cash for operations and for making distributions to Unitholders. Choice Properties REIT 2015 Annual Report 33 Management’s Discussion and Analysis Interest Rate Risk The majority of Choice Properties’ debt is financed at fixed rates with maturities staggered over 10 years, thereby mitigating the exposure to near term changes in interest rates. To the extent that Choice Properties incurs variable rate indebtedness (such as under the Credit Facility), this will result in fluctuations in Choice Properties’ cost of borrowing as interest rates change. If interest rates rise, Choice Properties' operating results and financial condition could be materially adversely affected and decrease the amount of cash available for distribution to Unitholders. Choice Properties reviews its interest rate risk, including its options to manage interest rate risk and analyzes the impact of rising and falling interest rates on operating results and financial condition on a regular basis. Choice Properties’ Credit Facility and the Debentures also contain covenants that require it to maintain certain financial ratios on a consolidated basis. If Choice Properties does not maintain such ratios, its ability to make distributions to Unitholders may be limited or suspended. Unit Price Risk Choice Properties is exposed to unit price risk as a result of the issuance of Exchangeable Units, which are economically equivalent to and exchangeable for units, as well as the issuance of unit-based compensation. Exchangeable Units and unit-based compensation liabilities are recorded at their fair value based on market trading prices. Exchangeable Units and unit-based compensation negatively impact operating income when the unit price rises and positively impact operating income when the unit price declines. Credit Risk Choice Properties is exposed to credit risk resulting from the possibility that counterparties could default on their financial obligations to Choice Properties. Exposure to credit risk relates to rent receivables, cash and cash equivalents, short term investments, security deposits and notes receivable. Choice Properties mitigates the risk of credit loss related to rent receivables by evaluating the creditworthiness of new tenants and joint venture partners, obtaining security deposits wherever permitted by legislation, ensuring its tenant mix is diversified and by limiting its exposure to any one tenant (except Loblaw). Choice Properties establishes an allowance for doubtful accounts that represents the estimated losses with respect to rent receivables. The allowance is determined on a tenant-by-tenant basis based on the specific factors related to the tenant. The risk related to cash and cash equivalents, short term investments, security deposits and notes receivable is reduced by policies and guidelines that require Choice Properties to enter into transactions only with Canadian financial and government institutions that have a minimum short term rating of “A-2” and a long term credit rating of “A-“ from S&P or an equivalent credit rating from another recognized credit rating agency and by placing minimum and maximum limits for exposures to specific counterparties and instruments. Despite such mitigation efforts, if Choice Properties’ counterparties default, it could have a material adverse impact on Choice Properties’ financial condition or results of operations and its ability to make distributions to Unitholders. Degree of Leverage Choice Properties’ degree of leverage could have important consequences to Unitholders, including: (i) Choice Properties’ ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general business purposes, (ii) a larger portion of Choice Properties’ cash flow being dedicated to the payment of the principal of and interest on its indebtedness, thereby reducing the amount of funds available for distributions to Unitholders, and (iii) making Choice Properties more vulnerable to a downturn in business or the economy in general. Under the Declaration of Trust, the maximum amount that Choice Properties can leverage is (i) 60% excluding any convertible Indebtedness and (ii) 65% including any convertible Indebtedness plus Class C LP Units. To reduce this risk, Choice Properties actively monitors its degree of leverage to ensure it is within acceptable levels. Any of these risks could have an adverse effect on Choice Properties' financial condition, results of operations, cash flow, the trading price of the units, distributions to Unitholders and its ability to satisfy principal and interest obligations on its outstanding debt. 13. RELATED PARTY TRANSACTIONS Choice Properties’ parent corporation is Loblaw, which held an 83.0% effective interest in the Trust through ownership of 21,500,000 Units and all of the Exchangeable Units as at December 31, 2015 (December 31, 2014 - 82.9% and 21,500,000 Units respectively). Loblaw’s controlling shareholder, GWL, held an approximate 46% ownership of Loblaw’s outstanding common shares and a 5.6% direct interest in Choice Properties, through ownership of 22,732,062 Units as at December 31, 2015 (December 31, 2014 - 5.4% and 21,414,657 Units respectively). Loblaw is also Choice Properties’ largest tenant, representing approximately 91.1% of Choice Properties’ annual base rent and 89.1% of its GLA as at December 31, 2015 (December 31, 2014 - 91.4% and 88.4% respectively). In 2015, the Trust acquired 46 investment properties from Loblaw. The acquisition added approximately 2.6 million square feet of GLA across Canada at a purchase price of $355,898, excluding acquisition costs and adjustments for the difference between the fair value of the Exchangeable Units on closing compared to the volume weighted average value determined in accordance with the purchase and sale agreement. The acquisitions from Loblaw are disclosed in Section 5.2, “Acquisition of Investment Properties”, of this MD&A. 34 Choice Properties REIT 2015 Annual Report On December 9, 2014, Choice Properties and its joint venture partner, Wittington, completed the acquisition of 500 Lake Shore in Toronto, Ontario for $15,576 from Loblaw through 500 LS Limited Partnership. Wittington’s parent company is Wittington Investments, Limited, which holds a 63% interest in GWL. Choice Properties made contributions of $3,120 to the joint venture during the year ended December 31, 2015 (year ended December 31, 2014 - $6,230). In addition to leases and purchase agreements, other agreements between Choice Properties and Loblaw include: Strategic Alliance Agreement The Strategic Alliance Agreement creates a series of rights and obligations between Choice Properties and Loblaw intended to establish a preferential and mutually beneficial business and operating relationship. Its initial term is for ten-years from the IPO, and will continue until the earlier of 20 years from the IPO and the date, if any, on which Loblaw ceases to own a majority interest, on a fully-diluted basis in the Trust. The Strategic Alliance Agreement provides Choice Properties with important rights that are expected to meaningfully contribute to the Trust’s growth. Subject to certain exceptions, rights include: • • • Choice Properties will have the right of first offer to purchase any property in Canada that Loblaw seeks to sell; Loblaw will be generally required to present shopping centre property acquisitions in Canada to Choice Properties to allow the Trust a right of first opportunity to acquire the property itself; and Choice Properties has the right to participate in future shopping centre developments involving Loblaw. Included in certain investment properties acquired from Loblaw is excess land with development potential. Choice Properties will compensate Loblaw, over time, with intensification fees, as Choice Properties pursues development, intensification or redevelopment of such excess land. The payments to Loblaw will be calculated in accordance with a payment grid set out in the agreement that takes into account the region, market ranking and type of use for the property. Services Agreement Loblaw provides Choice Properties with administrative and other support services, such as internal audit, tax, legal and other services as may be reasonably required from time to time. The expiring agreement was for an 18-month term from July 5, 2014 to December 31, 2015. The scope of the services provided in the agreement decreased from the initial one-year agreement as Choice Properties now performs more services internally. The decrease in the Services Agreement fees resulted in a corresponding increase in internal costs of the Trust. In 2016, Choice entered into a new services agreement with a one-year term, expiring December 31, 2016. Property Management Agreement On January 1, 2015, Choice Properties agreed to provide Loblaw with property and asset management services for Loblaw’s properties with third-party tenancies on a fee for service basis of approximately $600 per annum for a two-year term. Choice Properties’ policy is to conduct all transactions and settle all balances with related parties on market terms and conditions. The related party transactions are disclosed in Note 21 to the consolidated financial statements for the years ended December 31, 2015 and December 31, 2014. 14. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS The preparation of the consolidated financial statements requires management to make judgments and estimates in applying Choice Properties’ accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes. Within the context of these consolidated financial statements, a judgment is a decision made by management in respect of the application of an accounting policy, a recognized or unrecognized financial statement amount and/or note disclosure, following an analysis of relevant information that may include estimates and assumptions. Estimates and assumptions are used mainly in determining the measurement of balances recognized or disclosed in the consolidated financial statements and are based on a set of underlying data that may include management’s historical experience, knowledge of current events and conditions and other factors that are believed to be reasonable under the circumstances. Management continually evaluates the estimates and judgments it uses. The following are the accounting policies subject to judgments and key sources of estimation uncertainty that Choice Properties believes could have the most significant impact on the amounts recognized in the consolidated financial statements. Investment Properties Judgments Made in Relation to Accounting Policies Applied Judgment is applied in determining whether certain costs are additions to the carrying value of investment properties, identifying the point at which substantial completion of the property occurs, and identifying the directly attributable borrowing costs to be included in the carrying value of the development property. Choice Properties also applies judgment in determining whether the properties it acquires are considered to be asset acquisitions or business combinations. Choice Properties considers all the properties it has acquired to date to be asset acquisitions. Choice Properties REIT 2015 Annual Report 35 Management’s Discussion and Analysis Key Sources of Estimation The fair value of investment properties is dependent on available comparable transactions, future cash flows over the holding period and discount rates and capitalization rates applicable to those assets. The review of anticipated cash flows involves assumptions relating to occupancy, rental rates and residual value. In addition to reviewing anticipated cash flows, management assesses changes in the business climate and other factors, which may affect the ultimate value of the property. These assumptions may not ultimately be achieved. Joint Arrangements Judgments Made in Relation to Accounting Policies Applied Judgment is applied in determining whether the Trust has joint control and whether the arrangements are joint operations or joint ventures. In assessing whether the joint arrangements are joint operations or joint ventures, management applies judgment to determine the Trust’s rights and obligations in the arrangement based on factors such as the structure, legal form and contractual terms of the arrangement. Leases Judgments Made in Relation to Accounting Policies Applied Choice Properties is required to make judgments in determining whether certain leases are operating or finance leases, in particular long-term leases. All tenant leases where Choice Properties is the lessor have been determined to be operating leases. Income Taxes Judgments Made in Relation to Accounting Policies Applied Choice Properties is a mutual fund trust and a REIT as defined in the Income Tax Act (Canada). Choice Properties is not liable to pay Canadian income taxes provided that its taxable income is fully distributed to Unitholders each year. Choice Properties is a REIT if it meets the prescribed conditions under the Income Tax Act (Canada) relating to the REIT Conditions. Choice Properties uses judgment in reviewing the REIT Conditions and assessing its interpretation and application to the REIT’s assets and revenue, and it has determined that it qualifies as a REIT for the current period. Choice Properties expects to continue to qualify as a REIT under the Income Tax Act (Canada), however, should it no longer qualify, it would not be able to flow through its taxable income to Unitholders and would therefore be subject to tax. 15. ACCOUNTING STANDARDS Future Accounting Standards In 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) replacing IAS 18, “Revenue”, IAS 11, “Construction Contracts”, and related interpretations. The new standard provides a comprehensive framework for recognition, measurement and disclosure of revenue from contracts with customers, excluding contracts within the scope of the standard on leases, insurance contracts and financial instruments. IFRS 15 becomes effective for annual periods beginning on or after January 1, 2018, and is to be applied retrospectively. Early adoption is permitted. The Trust is currently assessing the impact of the new standard on its consolidated financial statements. In 2014, the IASB issued IFRS 9, “Financial Instruments” replacing IAS 39, “Financial Instruments: Recognition and Measurement.” The project had three main phases: classification and measurement, impairment, and general hedging. The standard becomes effective for annual periods beginning on or after January 1, 2018 and is to be applied retrospectively. Early adoption is permitted. The Trust is currently assessing the impact of the new standard on its consolidated financial statements. In 2014, the IASB issued amendments to IAS 1, “Presentation of Financial Statements”. The amendments are effective for annual periods beginning on or after January 1, 2016 with early adoption permitted. The Trust intends to adopt these amendments in its financial statements for the annual period beginning January 1, 2016, but does not expect the amendments to have a material impact on its consolidated financial statements. In 2016, the IASB issued IFRS 16, “Leases (“IFRS 16”), replacing IAS 17, “Leases” and related interpretations. The standard introduces a single on-balance sheet recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessors continue to classify leases as finance and operating leases. IFRS 16 becomes effective for annual periods beginning on or after January 1, 2019, and is to be applied retrospectively. Early adoption is permitted if IFRS 15 has been adopted. The Trust is currently assessing the impact of the new standard on its consolidated financial statements. 36 Choice Properties REIT 2015 Annual Report 16. OUTLOOK (2) Choice Properties believes it is well-positioned to execute on its growth opportunities. The Trust has a sizable asset base that is geographically diverse across Canada; long-term leases and a strategic alliance with Loblaw; and an accessible development pipeline. As such, Choice Properties expects to leverage stable and reliable cash flows from an anchor tenant with a strong covenant and the potential to create value through development. Combined with its solid balance sheet and investment grade credit ratings, Choice Properties expects to continue to meet its ongoing obligations, provide its Unitholders with monthly distributions and have the capacity to invest in future growth. The vast majority of Choice Properties’ sites are anchored by Loblaw, Canada’s leading food and drug retailer. The Trust’s leasing strategy is to attract tenants that complement Loblaw’s food and drug offerings and that are well suited to consumers’ weekly shopping patterns. With a tenant base that offers products and services considered to be essential, Choice Properties believes its portfolio of properties is less sensitive to the cyclical nature of discretionary retailing and the broader economy. This is underscored by continued demand and interest for Choice Properties’ retail space in Western Canada, including Alberta where the economic conditions have been the most impacted by the downturn in the resource sector. The Trust remains focused on properties that are well-positioned to respond to changing consumers’ preferences and plans to continue to attract and retain tenants at its existing sites and to develop new space for tenants. The Canadian economy has been in a protracted low interest rate environment. In the event of rising interest rates, the long term, fixed-rate nature of Choice Properties’ debt instruments should temper the negative impact of higher interest rates. Given the present relatively low interest rate environment, the Trust believes that capitalization rates will remain range-bound particularly for quality retail real estate which is currently scarce in supply. Choice Properties REIT 2015 Annual Report 37 Management’s Discussion and Analysis 17. NON-GAAP FINANCIAL MEASURES 17.1 Net Operating Income NOI is a key performance indicator as it evaluates the results of the portfolio and represents a measure over which management has control. It is also a key input in determining the fair value of the portfolio. The Trust’s method of calculating NOI may differ from other issuers’ methods and, accordingly, may not be comparable to NOI reported by other issuers. See Section 6, “Results of Operations” and Section 9 “Quarterly Results of Operations”, of this MD&A, for a discussion on this non-GAAP measure. The following table reconciles net income (loss) to NOI for the periods ended as indicated: For the periods ended December 31 ($ thousands) (unaudited) Net income (loss) Add (deduct) impact of the following: Straight-line rental revenue General and administrative Amortization of other assets Net interest expense and other financing charges Adjustment to fair value of Exchangeable Units Adjustment to fair value of investment properties Loss on disposal of investment properties Three Months Year End 2015 40,401 $ 2014 87,017 $ Variance favourable / (unfavourable) (46,616) $ 2015 (155,276) $ $ 2014 199,614 Variance favourable / (unfavourable) (354,890) $ (9,121) 5,148 279 (8,783) 6,213 87 (338) (1,065) 192 (36,656) 21,765 844 (34,634) 23,315 414 (2,022) (1,550) 430 87,910 85,030 2,880 345,051 380,654 (35,603) 95,418 51,063 44,355 410,518 (12,143) 422,661 (87,902) (97,452) 9,550 (71,981) (81,931) 9,950 — — — — 450 (450) Net Operating Income $ 132,133 $ 123,175 $ 8,958 $ 514,265 $ 475,739 $ 38,526 38 Choice Properties REIT 2015 Annual Report 17.2 Funds from Operations FFO is not a term defined under IFRS and may not be comparable to similar measures used by other real estate entities. Choice Properties calculates its FFO in accordance with the Real Property Association of Canada White Paper on Funds from Operations for IFRS issued in April 2014. The purpose of the White Paper was to provide reporting issuers and investors with greater guidance on the definition of FFO and to help promote more consistent disclosure from reporting issuers. Choice Properties considers FFO to be a useful measure of operating performance as it adjusts for items included in net income (or net loss) that do not necessarily provide an accurate depiction of the Trust’s past or recurring performance, such as adjustments to fair value of Exchangeable Units, investment properties and unit-based compensation. See Section 7, “Other Measures of Performance” and Section 9.3 “Other Measures of Fourth Quarter Performance”, of this MD&A, for a discussion on this non-GAAP measure. The following table reconciles net income (loss) to FFO for the periods ended as indicated: For the periods ended December 31 ($ thousands) (unaudited) Net income (loss) Add (deduct) impact of the following: Adjustment to fair value of Exchangeable Units Adjustment to fair value of investment properties Adjustment to fair value of unit-based compensation Loss on disposal of investment properties Exchangeable Units distributions Amortization of tenant improvement allowances Internal expenses for leasing(i) Funds from Operations Add impact of other adjustments: Finance charge(ii) Internalization costs Funds from Operations (excluding other adjustments) FFO per unit - diluted FFO payout ratio FFO per unit - diluted (excluding other adjustments) FFO payout ratio (excluding other adjustments) Distribution declared per unit Weighted average Units outstanding - diluted $ $ $ $ Three Months Year End 2015 40,401 $ 2014 87,017 $ Variance favourable / (unfavourable) $ (46,616) 2015 (155,276) $ $ 2014 199,614 Variance favourable / (unfavourable) $ (354,890) 95,418 51,063 44,355 410,518 (12,143) 422,661 (87,902) (97,452) 9,550 (71,981) (81,931) 379 — (41) — 51,461 49,730 101 666 100,524 — — 100,524 0.247 65.8% $ $ $ 2 366 90,685 $ — 196 $ $ 90,881 0.230 70.7% 420 — 1,731 99 300 9,839 — (196) 9,643 0.017 4.9% 888 — (591) 450 202,804 191,267 11,537 251 1,771 388,975 — — 388,975 0.966 67.3% 456 366 297,488 48,911 2,568 348,967 0.777 83.7% $ $ $ $ $ $ $ $ $ 0.247 $ 0.230 $ 0.017 $ 0.966 $ 0.912 $ 65.8% 70.7% 4.9% 67.3% 71.3% $ 0.162501 $ 0.162501 $ — $ 0.650004 $ 0.650004 $ 407,098,288 394,578,356 12,519,932 402,582,183 382,636,320 19,945,863 9,950 1,479 (450) (205) 1,405 91,487 (48,911) (2,568) 40,008 0.189 16.4% 0.054 4.0% — (i) (ii) Internal expenses for leasing, primarily salaries, of $666 and $1,771 were incurred in the three months and year ended December 31, 2015 respectively (2014 - nil and $366), and were eligible to be added back to FFO based on the revision to the definition of FFO, in the Real Property Association of Canada White Paper published in April 2014 that provided for an adjustment to incremental leasing expenses for the cost of salaried staff. This adjustment to FFO made results more comparable between real estate entities that expensed their internal leasing departments and those that capitalized the expenses. Choice Properties internalized its leasing function on October 1, 2014. Therefore, there were only three months of internal expenses for leasing for the year ended December 31, 2014 compared to the full year for the year ended December 31, 2015. For the three months and year ended December 31, 2014, internalization costs of $196 and $2,568, respectively, were added back to net income (loss) to calculate FFO (1) (excluding other adjustments). Also, for the year ended December 31, 2014, non-cash finance charges of $48,911 were added back to net income (loss) to calculate FFO(1) (excluding other adjustments). The non-cash finance charges were the result of accelerated amortization of net debt discounts due to replacement of notes issued to Loblaw in connection with the IPO. Choice Properties REIT 2015 Annual Report 39 Management’s Discussion and Analysis 17.3 Adjusted Funds from Operations Choice Properties views AFFO as an alternative measure of cash generated from operations and considers AFFO generated as one of its inputs in determining the appropriate level of distribution to Unitholders. See Section 7, “Other Measures of Performance” and Section 9.3 “Other Measures of Fourth Quarter Performance”, of this MD&A, for a discussion on this non-GAAP measure. The following table reconciles FFO to AFFO for the periods ended as indicated: For the periods ended December 31 ($ thousands) (unaudited) Funds from Operations Add (deduct) impact of the following: Internalization costs Straight-line rental revenue Effective interest rate amortization of finance charges Unit-based compensation expense Property capital expenditures - incurred Property and leasing capital expenditures - normalized(i) Leasing capital expenditures - incurred Adjusted Funds from Operations AFFO per unit - diluted AFFO payout ratio Distribution declared per unit Weighted average Units outstanding - diluted Three Months Year End 2015 100,524 $ $ 2014 90,685 Variance favourable / (unfavourable) 9,839 $ 2015 388,975 $ 2014 297,488 $ Variance favourable / (unfavourable) 91,487 $ — (9,121) 196 (8,783) (314) 643 (375) 439 (196) (338) 61 204 — (36,656) 2,568 (34,634) (2,568) (2,022) (1,227) 50,018 (51,245) 2,139 2,104 35 (24,653) (11,247) (13,406) (32,466) (29,523) (2,943) 18,692 3,670 15,022 — — — (3,784) (489) (3,295) (7,884) (2,785) (5,099) $ $ $ 81,987 0.201 80.8% 0.162501 $ $ $ 74,096 0.188 86.4% 0.162501 $ $ $ $ $ 7,891 0.013 5.6% — $ 312,881 0.777 83.7% 0.650004 $ $ $ 285,236 0.745 87.2% 0.650004 $ $ $ 27,645 0.032 (3.5)% — 407,098,288 394,578,356 12,519,932 402,582,183 382,636,320 19,945,863 (i) Seasonality impacts the timing of capital expenditures. The AFFO calculations for the three months ended December 31, 2015 and December 31, 2014 were adjusted for this factor to make the quarters more comparable(2). 40 Choice Properties REIT 2015 Annual Report The following table reconciles AFFO to cash flows from operating activities for the periods ended as indicated: For the periods ended December 31 ($ thousands) (unaudited) Cash Flows from operating activities Interest paid Adjusted cash flows from operating Three Months Year End $ 2015 172,394 (13,713) $ 2014 200,656 (14,809) Variance favourable / (unfavourable) (28,262) $ 1,096 $ 2015 520,642 (144,528) $ 2014 476,368 (108,413) Variance favourable / (unfavourable) 44,274 $ (36,115) activities $ 158,681 $ 185,847 $ (27,166) $ 376,114 $ 367,955 $ 8,159 Add (deduct) impact of the following: Net change in non-cash operating working capital Amortization of other assets Property capital expenditures - incurred Property and leasing (48,050) (279) (83,751) (87) 35,701 (192) (32,649) (844) (24,367) (414) (8,282) (430) (24,653) (11,247) (13,406) (32,466) (29,523) (2,943) capital expenditures - normalized(i) 18,692 Internalization costs Internal expenses for leasing Excess (shortfall) of interest paid over interest accrued Adjusted Funds from Operations $ — 666 3,670 196 366 15,022 (196) 300 — — 1,771 — 2,568 366 — (2,568) 1,405 (23,070) 81,987 $ (20,898) 74,096 $ (2,172) 7,891 955 312,881 $ (31,349) 285,236 $ $ 32,304 27,645 (i) Seasonality impacts the timing of capital expenditures. AFFO calculation was adjusted for this factor to make the quarters more comparable(2). Choice Properties REIT 2015 Annual Report 41 Management’s Discussion and Analysis 17.4 Earnings Before Interest, Taxes, Depreciation, Amortization and Fair Value Choice Properties believes EBITDAFV is useful in assessing the Trust’s ability to service its debt, finance capital expenditures and provide for distributions to its Unitholders. In addition, EBITDAFV removes the non-cash impact of the adjustments to fair value. The following table reconciles net income (loss) to EBITDAFV for the periods ended as indicated: For the periods ended December 31 ($ thousands) (unaudited) Net income (loss) Add (deduct) impact of the following: Adjustment to fair value of Exchangeable Units Adjustment to fair value of investment properties Adjustment to fair value of unit- based compensation Interest expense(i) Amortization of other assets Earnings Before Interest, Taxes, Depreciation, Amortization and Fair Value Add impact of other adjustments: Finance charge(ii) Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Fair Value Three Months Year End 2015 40,401 $ 2014 87,017 $ Variance favourable / (unfavourable) (46,616) $ 2015 $ (155,276) 2014 199,614 $ Variance favourable / (unfavourable) (354,890) $ 95,418 51,063 44,355 410,518 (12,143) 422,661 (87,902) (97,452) 9,550 (71,981) (81,931) 9,950 379 89,237 279 (41) 85,505 87 420 3,732 192 888 (591) 349,865 331,235 844 414 1,479 18,630 430 $ 137,812 $ 126,179 $ 11,633 $ 534,858 $ 436,598 $ 98,260 — — — — 48,911 (48,911) $ 137,812 $ 126,179 $ 11,633 $ 534,858 $ 485,509 $ 49,349 (i) As calculated in Section 6, “Results of Operations” and Section 9.2 “Fourth Quarter Results”, of this MD&A. (ii) Non-cash finance charges of $48,911 were added back to EBITDAFV to calculate the adjusted EBITDAFV for the year ended December 31, 2014. The charges were the result of accelerated amortization of net debt discounts due to replacement of notes issued to Loblaw in connection with the IPO. 42 Choice Properties REIT 2015 Annual Report 18. ADDITIONAL INFORMATION Additional information about Choice Properties has been filed electronically with the Canadian securities regulatory authorities through the System for Electronic Document Analysis and Retrieval (SEDAR) and is available online at www.sedar.com. The Trust is listed on the Toronto Stock Exchange (“TSX”) under the symbol CHP.UN. The following details the acquisitions during the year end ended December 31, 2015 as discussed in Section 5.2, “Acquisition of Investment Properties”, of this MD&A: Location Acquisition Date Property Type GLA (in square feet) Occupancy Acquisitions from Loblaw Duckworth/Cundles, Barrie, ON 1400 Church St. S., Pickering, ON 419 Main St., Doaktown, NB 7000 Route 125, Chertsey, QC 11 Redway Rd., Toronto, ON 449 Parliament St., Toronto, ON 66 Fourth Ave., Englehart, ON 519 Main St., Powassan, ON 1120 Second Ave. E, Owen Sound, ON 24 - 65 Regional Road, Lively, ON 31-1 Hwy. #11 W, Cochrane, ON 15 McChesney Ave., Kirkland Lake, ON 55 Brunetville Rd., Kapuskasing, ON 40 Meredith St. E, Little Current, ON 726 Principale St., Casselman, ON 512 St. Phillippe St., Alfred, ON 1012 Main St., Geraldton, ON 127 Hastings St. N, Bancroft, ON 654 Algonquin Blvd. E, Timmins, ON 186 Mission Rd., Wawa, ON 40 Meredith St., Gore Bay, ON 175 Cargill Rd., Winkler, MB 1200 Main St. E, Swan River, MB 206 Broadway St. E, Yorkton, SK 30 Kenderdine Rd., Saskatoon, SK 315 Herold Rd., Saskatoon, SK 10851 - 100th St., Westlock, AB 10527 - 101st Ave., Lac La Biche, AB 5007 - 52nd St., Athabasca, AB 5701 - 47th Ave., Stettler, AB 4524 Feeney Ave., Terrace, BC 221 Highway 16, Burns Lake, BC 1501 Cook St., Creston, BC 2110 Ryley Ave., Vanderhoof, BC 1792 - 9th Ave., Fernie, BC 7000 - 27th St., Grand Forks, BC 2335 Maple Dr. E, Quesnel, BC 5001 Anderson Way, Vernon, BC 31 - 35 Broadway St., Kensington, PE 75-85 - 105 Causley St., Blind River, ON 9186 Highway 93 South, Midland, ON 1428 Highway 2 West, Courtice, ON 296 Bank St., Ottawa, ON 671 River Rd., Ottawa, ON 15900 Bayview Ave., Aurora, ON 985 Woodbine Ave., Toronto, ON Acquisitions from Third-Party Near Fernbank community, Kanata, ON 5228 Highway 7, Porter’s Lake, NS 3020 Elm Creek Rd., Mississauga, ON Land January 9, 2015 Warehouse January 30, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Stand-alone retail June 1, 2015 Multi-tenant retail June 1, 2015 Multi-tenant retail June 1, 2015 Stand-alone retail August 20, 2015 August 20, 2015 Stand-alone retail November 17, 2015 Stand-alone retail November 17, 2015 Stand-alone retail November 17, 2015 Multi-tenant retail November 17, 2015 Multi-tenant retail January 30, 2015 February 19, 2015 Multi-tenant retail Multi-tenant retail August 11, 2015 Land N/A 921,256 10,500 24,661 60,950 14,414 7,968 14,222 14,900 30,768 19,953 45,157 41,585 10,726 17,954 17,507 25,744 25,338 50,020 15,224 9,486 110,253 38,056 101,733 38,966 42,568 39,922 39,922 40,136 37,562 53,904 51,241 38,798 38,049 39,922 40,374 58,224 154,717 18,918 26,543 18,329 30,309 43,286 69,761 19,199 28,772 N/A 54,569 12,023 2,664,389 N/A 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 82% 95% 100% 100% 100% 100% 100% 99% N/A 86% 100% 93% Choice Properties REIT 2015 Annual Report 43 Management’s Discussion and Analysis The following details the acquisitions for the year ended December 31, 2014: Location Acquisition Date Property Type GLA (in square feet) Occupancy Acquisitions from Third-Parties: Secretariat Court, Mississauga, ON Mayfield/Chinguacousy, Brampton, ON Acquisitions from Loblaw: Chemin du Tremblay, Boucherville, QC Boul. Louis-XIV, Charlesbourg, QC Boul. Saint - Laurent, Montreal, QC Lower Jarvis St., Toronto, ON Highway 11, Hearst, ON George St. N, Peterborough, ON Highway #108 N, Elliot Lake, ON Queen St. E, St. Mary's, ON Hamilton Rd., London, ON Main St., Delhi, ON Main St. S, Hagersville, ON Regent Ave. W, Winnipeg, MB 55th St., Cold Lake, AB 104th Ave., Surrey, BC Ferry Ave., Prince George, BC Main St., Sackville, NB Jacques-Cartier Sud, Sherbrooke, QC Boul. Sainte-Anne, Ste-Anne-Des-Plaines, QC King St. S, Alliston, ON Clair Rd. E, Guelph, ON Wanuskewin Rd., Saskatoon, SK Superior St., Devon, AB 100th Ave., Peace River, AB Gladwin Rd., Abbotsford, BC Old Airport Rd., Yellowknife, NT 2nd Ave., Whitehorse, YT Bathurst/Lake Shore, Toronto, ON Prince Rupert St., Stephenville, NL Scott St., New Liskeard, ON Ellice Ave., Winnipeg, MB 99 St. NW, Edmonton, AB Columbia Ave., Castlegar, BC Alaska Ave., Dawson Creek, BC Carlaw Ave., Toronto, ON Bloor St. W, Toronto, ON Broadview Ave., Toronto, ON Portage Ave., Winnipeg, MB February 28, 2014 November 7, 2014 Industrial Land October 8, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 October 8, 2014 October 8, 2014 October 8, 2014 October 8, 2014 October 8, 2014 October 8, 2014 October 8, 2014 October 8, 2014 October 8, 2014 October 8, 2014 October 8, 2014 December 9, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 May 6, 2014 October 8, 2014 October 8, 2014 October 8, 2014 October 8, 2014 Warehouse Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Stand-alone retail Land Multi-tenant retail Multi-tenant retail Multi-tenant retail Multi-tenant retail Multi-tenant retail Multi-tenant retail Multi-tenant retail Multi-tenant retail Multi-tenant retail Multi-tenant retail 148,245 N/A 315,961 36,422 17,841 78,425 50,369 35,325 32,644 38,759 20,260 18,344 12,213 139,695 28,561 147,420 139,265 14,512 43,000 27,516 72,247 39,956 48,754 30,918 58,225 141,487 60,970 90,211 N/A 45,673 56,642 74,011 112,378 57,036 39,923 125,771 15,778 33,163 147,458 2,595,378 100% N/A 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% N/A 100% 100% 100% 100% 75% 74% 98% 100% 100% 85% 98% 44 Choice Properties REIT 2015 Annual Report Consolidated Financial Statements Management’s Statement of Responsibility for Financial Reporting Independent Auditor’s Report Consolidated Balance Sheets Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements Note 1. Note 2. Note 3. Note 4. Note 5. Note 6. Note 7. Note 8. Note 9. Nature and Description of the Trust Significant Accounting Policies Critical Accounting Judgments and Estimates Future Accounting Standards Acquisitions Investment Properties Interests in Other Entities Accounts Receivable and Other Assets Notes Receivable Note 10. Long Term Debt and Class C LP Units Note 11. Unit Equity Note 12. Trade Payables and Other Liabilities Note 13. Unit-Based Compensation Note 14. Rental Revenue Note 15. Net Interest Expense and Other Financing Charges Note 16. Employee Costs Note 17. Capital Management Note 18. Fair Value Measurements Note 19. Financial Risk Management Note 20. Contingent Liabilities and Financial Guarantees Note 21. Related Party Transactions Note 22. Supplementary Information 46 47 48 49 50 51 52 52 52 57 58 58 59 61 62 63 64 66 68 69 71 72 72 72 73 73 75 75 78 Choice Properties REIT 2015 Annual Report 45 Management’s Statement of Responsibility for Financial Reporting The management of Choice Properties Real Estate Investment Trust (the “Trust”) is responsible for the preparation, presentation and integrity of the accompanying consolidated financial statements, Management’s Discussion and Analysis and all other information in the Annual Report - Financial Results (“Annual Report”). This responsibility includes the selection and consistent application of appropriate accounting principles and methods in addition to making the judgments and estimates necessary to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). It also includes ensuring that the financial information presented elsewhere in the Annual Report is consistent with that in the consolidated financial statements. Management is also responsible to provide reasonable assurance that assets are safeguarded and that relevant and reliable financial information is produced. Management is required to design a system of internal controls and certify as to the design and operating effectiveness of internal controls over financial reporting. A dedicated control compliance team reviews and evaluates internal controls, the results of which are shared with management on a quarterly basis. KPMG LLP, whose report follows, are the independent auditors engaged to audit the consolidated financial statements of the Trust. The Board of Trustees, acting through an Audit Committee comprised solely of directors who are independent, is responsible for determining that management fulfills its responsibilities in the preparation of the consolidated financial statements and the financial control of operations. The Audit Committee recommends the independent auditors for appointment by the Unitholders. The Audit Committee meets regularly with senior and financial management and the independent auditors to discuss internal controls, auditing activities and financial reporting matters. The independent auditors and internal auditors have unrestricted access to the Audit Committee. These consolidated financial statements and Management’s Discussion and Analysis have been approved by the Board of Trustees for inclusion in the Annual Report based on the review and recommendation of the Audit Committee. Toronto, Canada February 17, 2016 [signed] John R. Morrison President and Chief Executive Officer [signed] Bart Munn, CPA, CA Executive Vice President, Chief Financial Officer 46 Choice Properties REIT 2015 Annual Report KPMG LLP Bay Adelaide Centre 333 Bay Street Suite 4600 Toronto ON M5H 2S5 Canada Telephone Fax Internet (416) 777-8500 (416) 777-8818 www.kpmg.ca INDEPENDENT AUDITORS' REPORT To the Unitholders of Choice Properties Real Estate Investment Trust We have audited the accompanying consolidated financial statements of Choice Properties Real Estate Investment Trust, which comprise the consolidated balance sheets as at December 31, 2015 and December 31, 2014, the consolidated statements of income (loss) and comprehensive income (loss), changes in equity and cash flows for the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Choice Properties Real Estate Investment Trust as at December 31, 2015 and December 31, 2014, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards. Chartered Professional Accountants, Licensed Public Accountants February 17, 2016 Toronto, Canada KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP. Choice Properties Real Estate Investment Trust Consolidated Balance Sheets (in thousands of Canadian dollars) Assets Non-current Assets Investment properties (note 6) Equity accounted investments (note 7) Accounts receivable and other assets (note 8) Notes receivable (note 9) Current Assets Accounts receivable and other assets (note 8) Notes receivable (note 9) Cash and cash equivalents Total Assets Liabilities and Equity Non-current Liabilities Long term debt and Class C LP Units (note 10) Credit facility (note 10) Exchangeable Units (note 11) Trade payables and other liabilities (note 12) Current Liabilities Long term debt due within one year (note 10) Trade payables and other liabilities (note 12) Total Liabilities Equity Unitholders’ equity Non-controlling interests (note 7) Total Equity Total Liabilities and Equity Contingent Liabilities and Financial Guarantees (note 20). Subsequent Events (notes 9 and 10). See accompanying notes to the consolidated financial statements. Approved on behalf of the Board of Trustees [signed] Galen G. Weston Board of Trustees Chairman 48 Choice Properties REIT 2015 Annual Report As at As at December 31, 2015 December 31, 2014 $ 8,561,000 $ 7,905,978 9,350 9,874 2,179 6,230 10,057 22,539 8,582,403 7,944,804 6,240 272,892 44,354 323,486 9,473 236,829 1,332 247,634 8,905,889 $ 8,192,438 $ $ 3,579,202 $ — 3,741,895 1,354 7,322,451 302,188 438,177 740,365 8,062,816 835,317 7,756 843,073 3,435,628 120,187 3,207,216 1,020 6,764,051 993 388,997 389,990 7,154,041 1,030,701 7,696 1,038,397 8,192,438 $ 8,905,889 $ [signed] Paul R. Weiss Audit Committee Chairman Choice Properties Real Estate Investment Trust Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (in thousands of Canadian dollars) Net Property Income Year ended December 31, 2015 Year ended December 31, 2014 Rental revenue from investment properties (note 14) $ 743,100 $ Property operating costs (note 22) Other Expenses General and administrative expenses (note 22) Amortization of other assets Net interest expense and other financing charges (note 15) Loss on disposal of investment properties Adjustment to fair value of Exchangeable Units (note 11) Adjustment to fair value of investment properties (note 6) Net Income (Loss) and Comprehensive Income (Loss) Net Income (Loss) and Comprehensive Income (Loss) attributable to: Choice Properties’ Unitholders Non-controlling interests (note 7) See accompanying notes to the consolidated financial statements. $ $ $ (192,179) 550,921 (21,765) (844) (345,051) — (410,518) 71,981 (155,276) $ 682,923 (172,550) 510,373 (23,315) (414) (380,654) (450) 12,143 81,931 199,614 (155,276) — (155,276) $ $ 199,614 — 199,614 Choice Properties REIT 2015 Annual Report 49 Choice Properties Real Estate Investment Trust Consolidated Statements of Changes in Equity (in thousands of Canadian dollars) Equity, December 31, 2014 Net loss Distributions Issuance of Units under the Distribution — — Reinvestment Plan (note 11) 18,118 Issuance of Units under unit-based compensation arrangement (note 11) Contribution from non-controlling interests (note 7) 394 — Attributable to Choice Properties Unitholders Trust Units 849,337 $ Cumulative net income (loss) 266,762 $ Cumulative distributions to Unitholders $ Total Unitholders’ equity (85,398) $ 1,030,701 Non- controlling interests 7,696 $ Total equity $ 1,038,397 (155,276) — — — — — (58,620) (155,276) (58,620) — — — 18,118 394 — — — — — 60 (155,276) (58,620) 18,118 394 60 Equity, December 31, 2015 $ 867,849 $ 111,486 $ (144,018) $ 835,317 $ 7,756 $ 843,073 Non- controlling interests $ — $ Total equity 871,652 199,614 (57,487) 15,682 1,240 7,696 $ 1,038,397 — — — — 7,696 7,696 Attributable to Choice Properties Unitholders (in thousands of Canadian dollars) Equity, December 31, 2013 Net income Distributions Issuance of Units, under the Distribution Reinvestment Plan (note 11) Issuance of Units, under unit-based compensation arrangement (note 11) Contribution from non-controlling interests (note 7) Trust Units 832,415 $ $ — — 15,682 1,240 — Cumulative net income 67,148 199,614 — — — — Cumulative distributions to Unitholders $ (27,911) $ — (57,487) Total Unitholders’ equity 871,652 199,614 (57,487) — — — 15,682 1,240 — Equity, December 31, 2014 $ 849,337 $ 266,762 $ (85,398) $ 1,030,701 $ See accompanying notes to the consolidated financial statements. 50 Choice Properties REIT 2015 Annual Report Choice Properties Real Estate Investment Trust Consolidated Statements of Cash Flows (in thousands of Canadian dollars) Operating Activities Net income (loss) Straight-line rental revenue Amortization of tenant improvement allowances Amortization of other assets Net interest expense and other financing charges (note 15) Value of unit-based compensation granted (note 13) Adjustment to fair value of Exchangeable Units Adjustment to fair value of investment properties Loss on disposal of investment property Leasing capital expenditures (note 6) Interest received Net change in non-cash operating working capital (note 22) Cash Flows from Operating Activities Investing Activities Acquisitions of investment properties (note 5) Additions to investment properties (note 6) Additions to fixtures and equipment Notes receivable issued to third-party (note 9) Equity investment (note 7) Proceeds of disposition Cash Flows used in Investing Activities Financing Activities Long term debt Issued - Senior unsecured debentures, net of debt placement costs (note 10) Retired - Transferor Notes (note 10) Principal repayments - Mortgage (note 10) Credit facility Net advancements (repayments) (note 10) Debt placement costs (note 10) Change in bank indebtedness Notes receivable Issued to related party (note 9) Repaid by related party (note 9) Cash received on exercise of options Interest paid Distributions paid on Exchangeable Units Distributions paid to Unitholders Contribution from non-controlling interest (note 7) Cash Flows used in Financing Activities Change in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and Cash Equivalents, end of year Year ended December 31, 2015 Year ended December 31, 2014 $ $ (155,276) (36,656) 251 844 345,051 3,027 410,518 (71,981) — (7,884) 99 32,649 520,642 (247,404) (161,987) (480) (1,565) (3,120) — (414,556) 447,038 — (1,040) (122,000) (292) — (248,463) 236,328 321 (144,528) (190,078) (40,410) 60 (63,064) 43,022 1,332 44,354 $ $ 199,614 (34,634) 456 414 380,654 1,513 (12,143) (81,931) 450 (2,785) 393 24,367 476,368 (220,526) (55,636) (4,323) (23,000) (6,230) 13,030 (296,685) 447,540 (440,000) (246) — 122,000 (315) — (236,328) 92,057 1,188 (108,413) (73,219) (41,716) 7,696 (229,756) (50,073) 51,405 1,332 Supplemental disclosure of non-cash operating, investing and financing activities (note 22). See accompanying notes to the consolidated financial statements. Choice Properties REIT 2015 Annual Report 51 Notes to the Consolidated Financial Statements Note 1. Nature and Description of the Trust Choice Properties Real Estate Investment Trust (“Choice Properties” or the “Trust”) is an unincorporated, open-ended mutual fund trust governed by the laws of the Province of Ontario and established pursuant to a declaration of trust (the “Declaration of Trust”) dated May 21, 2013. Choice Properties owns income-producing commercial properties located in Canada. The principal, registered, and head office of Choice Properties is located at 22 St. Clair Avenue East, Suite 500, Toronto, Ontario, M4T 2S5. Choice Properties’ trust units (“Trust Units” or “Units”) are listed on the Toronto Stock Exchange and are traded under the symbol “CHP.UN”. Choice Properties commenced operations on July 5, 2013 when it issued Units and debt for cash pursuant to an initial public offering (the “IPO”) and completed the acquisition of 425 properties from Loblaw Companies Limited and its subsidiaries (“Loblaw”). The parent of Choice Properties is Loblaw, which held an 83.0% effective interest in Choice Properties as at December 31, 2015. Loblaw’s controlling shareholder is George Weston Limited (“GWL”), which held an approximate 46% ownership of Loblaw’s outstanding common shares and a 5.6% direct interest in Choice Properties as at December 31, 2015. The active subsidiaries of the Trust included in Choice Properties’ consolidated financial statements are Choice Properties Limited Partnership (the “Partnership”), Choice Properties GP Inc. (the “General Partner”) and Choice Properties PRC Brampton Limited Partnership. Note 2. Significant Accounting Policies Statement of Compliance The consolidated financial statements of Choice Properties are prepared in accordance with International Financial Reporting Standards (“IFRS” or “GAAP”) as issued by the International Accounting Standards Board (“IASB”) and using the accounting policies described herein. These consolidated financial statements were authorized for issuance by Choice Properties' Board of Trustees (“Board”) on February 17, 2016. Basis of Preparation The consolidated financial statements were prepared on a historical cost basis except for the following items that were measured at fair value: • • • investment properties as described in note 6; Class B LP Units (the “Exchangeable Units”) which are exchangeable for Trust Units at the option of the holder as described in note 11; and liabilities for unit-based compensation arrangements as described in note 13. The consolidated financial statements are presented in Canadian dollars, which is the Trust’s functional currency. Basis of Consolidation The consolidated financial statements include the accounts of Choice Properties and other entities that the Trust controls. Subsidiaries are entities over which the Trust has control. Choice Properties controls an entity when the Trust has power over the entity, has exposure, or rights, to variable returns from its involvement with the entity, and has the ability to use its power to affect its returns. Choice Properties reassesses control on an ongoing basis. When Choice Properties does not own all of the equity in a subsidiary, the non-controlling equity interest is disclosed in the consolidated balance sheet as a separate component of total equity. Transactions with non-controlling interests are treated as transactions with equity owners of the Trust. Changes in the Trust’s ownership interest in its subsidiaries are accounted for as equity transactions. Transactions and balances between the Trust and its subsidiaries have been eliminated on consolidation. Joint Arrangements Joint arrangements are arrangements of which two or more parties have joint control. Joint control is the contractual sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Joint arrangements are classified as either joint operations or joint ventures depending on the Trust’s rights and obligations in the arrangement based on factors such as the structure, legal form and contractual terms of the arrangement. Joint Ventures A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. The Trust’s investment in a joint venture is recorded using the equity method and is initially recognized in the consolidated balance sheet at cost and adjusted thereafter to recognize the Trust’s share of the profit or loss and other comprehensive income of the joint venture. The Trust’s share of the joint venture’s profit or loss is recognized in the Trust’s consolidated statements of income and comprehensive income. The financial statements of the equity-accounted investment are prepared for the same reporting period as the Trust. Where necessary, adjustments are made to bring the accounting policies in line with those of the Trust. 52 Choice Properties REIT 2015 Annual Report A joint venture is considered to be impaired if there is objective evidence of impairment, as a result of one or more events that occurred after initial recognition of the joint venture, and that event has a negative impact on the future cash flows of the joint venture that can be reliably estimated. Joint Operations A joint operation is a joint arrangement whereby the parties that have joint control have rights to the assets and obligations for the liabilities relating to the arrangement. The financial statements of the joint operations are prepared for the same reporting period as the Trust. Where necessary, adjustments are made to bring the accounting policies in line with those of the Trust. The Trust recognizes its proportionate share of assets, liabilities, revenues and expenses of joint operations. Investment Properties Investment properties include income producing properties and properties under development that are held by Choice Properties to earn rental income or for capital appreciation or both. Acquired investment properties are initially measured at cost, including directly attributable acquisition costs, if the transaction is deemed to be an asset acquisition. Subsequent capital expenditures are recorded to investment properties only when it is probable that future economic benefits of the expenditure will flow to Choice Properties and the cost can be measured reliably. All other repair and maintenance costs are expensed when incurred. Costs capitalized to income properties include: • • • Costs capitalized, due to construction or development, include site intensification fees, project management fees, borrowing costs, professional fees and property taxes; Initial direct leasing costs, incurred by Choice Properties in negotiating and arranging tenant leases; and Payments to tenants under lease obligations which are characterized either as tenant improvements, tenant inducements or building cost. The obligation is determined to be a building cost, and not a leasing cost, when the payment is for construction from which Choice Properties will receive benefit after the tenant vacates. The obligation is determined to be a tenant improvement when the payment to the tenant was spent on leasehold improvements. Otherwise, the obligations under the lease are treated as tenant inducements. Both tenant improvements and tenant inducements are amortized on a straight-line basis over the term of the lease as a reduction of revenue. Costs capitalized to properties under development include: • Costs capitalized, due to construction or development, include site intensification fees, project management fees, borrowing costs, professional fees and property taxes. Directly attributable borrowing costs associated with acquiring or constructing a qualifying investment property are capitalized. Capitalization of borrowing costs commences when the activities necessary to prepare an asset for development or redevelopment begin, and ceases once the asset is substantially complete, or suspended if the development of the asset is suspended. The amount of borrowing costs capitalized is determined first by reference to borrowings specific to the project, where relevant, and otherwise by applying a weighted average cost of borrowings to eligible expenditures after adjusting for borrowings associated with other specific developments. Subsequent to initial recognition, investment properties are measured at fair value, determined based on available market evidence. If market evidence is not available, Choice Properties uses alternative valuation methods such as recent transaction prices in less active markets or discounted cash flow projections. The portfolio is internally appraised and external valuations are also performed each quarter for a portion of the portfolio. Substantially all properties will be subject to an external valuation at least once over a 5-year period. The fair value of investment properties reflects, among other things, rental income from current leases and assumptions about rental income from future leases in light of current market conditions. Related fair value gains and losses are recognized in net income in the year in which they arise. Related fair value gains and losses are recorded in net income in the period in which they arise. Gains or losses from the disposal of investment properties are determined as the difference between the net disposal proceeds and the carrying amount and are recognized in net income in the year of disposal. Cash and Cash Equivalents Cash and cash equivalents consists of unrestricted cash on hand and marketable investments with an original maturity date of 90 days or less from the date of acquisition. Financial Instruments Financial assets and liabilities are recognized when Choice Properties becomes a party to the contractual provision of the financial instrument. Financial instruments, upon initial recognition, are measured at fair value and classified as either financial assets or financial liabilities at fair value through profit or loss, held-to-maturity investments, loans and receivables, or other financial liabilities. Financial instruments are included on the consolidated balance sheet and measured after initial recognition at fair value, except for loans and receivables, held-to-maturity financial assets, and other financial liabilities, which are measured at amortized cost. Choice Properties REIT 2015 Annual Report 53 Notes to the Consolidated Financial Statements Classification The following summarizes the classification and measurement of financial assets and liabilities: Classification Measurement Financial assets Accounts receivable Notes receivable Cash and cash equivalents Financial liabilities Long term debt and Class C LP Units: Senior unsecured debentures Class C LP Units Mortgages Credit facility Trade payable and other liabilities Exchangeable Units Loans and receivables Loans and receivables Fair value through profit or loss Other financial liabilities Other financial liabilities Other financial liabilities Other financial liabilities Other financial liabilities Fair value through profit or loss Amortized cost Amortized cost Fair value Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Fair value The Trust has not classified any assets as held to maturity. Exchangeable Units The Class B LP Units of The Trust’s subsidiary, the Partnership, are exchangeable into Trust Units at the option of the holder. Loblaw holds all of the Exchangeable Units. These Exchangeable Units are considered puttable instruments and are required to be classified as financial liabilities at fair value through profit or loss. The distributions paid on the Exchangeable Units are accounted for as interest expense. Class C LP Units The Class C LP Units held by Loblaw provide for fixed cumulative monthly distributions from the Partnership to the holder of the Class C LP Units to be paid in priority, subject to certain restrictions. These Class C LP Units are redeemable at Loblaw’s option and the Trust has the option to settle the redemption payment in cash, Exchangeable Units, or any combination thereof. The Class C LP Units have been classified as financial liabilities and are carried at amortized cost. Distributions on the Class C LP Units are accounted for as interest expense. Fair Value Choice Properties measures financial assets and financial liabilities under the following fair value hierarchy. The different levels have been defined as follows: • • • Fair Value Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Fair Value Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Fair Value Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of a financial instrument in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. Acquisition costs, other than those related to financial instruments classified as fair value through profit or loss which are expensed as incurred, are capitalized to the carrying amount of the instrument and amortized using the effective interest method. Gains and losses on fair value through profit or loss financial assets and financial liabilities are recognized in net income. 54 Choice Properties REIT 2015 Annual Report Valuation process The determination of the fair value of financial instruments is performed by Choice Properties’ treasury and financial reporting departments on a quarterly basis. The following table describes the valuation techniques used in the determination of the fair values of financial instruments: Type Valuation approach Accounts receivable, notes receivable, cash and cash equivalents, and accounts payable The carrying amount approximates fair value due to the short term maturity of these instruments. Unit Options Restricted Units and Trustee Deferred Units Exchangeable Units Long term debt and Class C LP Units Fair value of each tranche is valued separately using a Black-Scholes option pricing model. Fair value is based on the closing market trading prices of Choice Properties’ Units. Fair value is based on the closing market trading prices of Choice Properties’ Units. Fair value is based on the present value of contractual cash flows, discounted at Choice Properties’ current incremental borrowing rate for similar types of borrowing arrangements or, where applicable, quoted market prices. De-recognition of Financial Instruments Financial assets are derecognized when the contractual rights to receive cash flows and benefits from the financial asset expire, or if Choice Properties transfers the control or substantially all the risks and rewards of ownership of the financial asset to another party. The difference between the assets carrying amount and the sum of the consideration received and receivable is recognized in net income. Financial liabilities are derecognized when obligations under the contract expire, are discharged or cancelled. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in net income. Impairment of Financial Assets An assessment of whether there is objective evidence that the Trust’s assets or a group of financial assets is impaired is performed at each balance sheet date. A financial asset or portfolio of financial assets is considered to be impaired if one or more loss events that have an impact on the estimated future cash flows occur after their initial recognition and the loss can be reliably measured. If such objective evidence has occurred, the loss is based on the difference between the carrying amount of the financial asset, or portfolio of financial assets, and the respective estimated future cash flows discounted at the financial assets’ original effective interest rate. Impairment losses are recorded in net income with the carrying amount of the financial assets or group of financial assets reduced through the use of impairment allowance accounts. In periods subsequent to the impairment where the impairment loss has decreased, and such decrease can be related objectively to an event occurring after the impairment was initially recognized, the previously recognized impairment loss is reversed through net income. The impairment reversal is limited to the lesser of the decrease in impairment or the extent that the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized, after the reversal. Trust Units With certain restrictions, Choice Properties’ Units are redeemable at the option of the holder, and, therefore, are considered puttable instruments in accordance with IAS 32, “Financial Instruments - Presentation” (“IAS 32”). Puttable instruments are required to be accounted for as financial liabilities, except where certain conditions are met in accordance with IAS 32, in which case, the puttable instruments may be presented as equity. To be presented as equity, a puttable instrument must meet all of the following conditions: (i) it must entitle the holder to a pro-rata share of the entity’s net assets in the event of the entity’s dissolution; (ii) it must be in the class of instruments that is subordinate to all other instruments; (iii) all instruments in the class in (ii) above must have identical features; (iv) other than the redemption feature, there can be no other contractual obligations that meet the definition of a liability; and (v) the expected cash flows for the instrument must be based substantially on the profit or loss of the entity or change in fair value of the instrument. The Trust Units meet the conditions of IAS 32 and accordingly are presented as equity in the consolidated financial statements. Revenue Recognition Choice Properties has retained substantially all of the risks and benefits of ownership of its investment properties and, therefore, accounts for its leases with tenants as operating leases. Rental revenue includes base rents earned from tenants under lease agreements, realty tax and operating cost recoveries and other incidental income. Base rent revenue, including predetermined rent adjustments in lease agreements, is recognized as revenue on a straight-line basis over the term of the underlying leases. Other revenue is recognized as the service is provided and when collection is reasonably assured. Choice Properties REIT 2015 Annual Report 55 Notes to the Consolidated Financial Statements Property tax and operating cost recoveries are recognized in the period that recoverable costs are chargeable to tenants. Percentage participation rents are recognized when tenants’ specified sales targets have been met as set out in the lease agreements. Short Term Employee Benefits Short term employee benefits include wages, salaries, compensated absences, profit-sharing and bonuses. Short term employee benefit obligations are measured on an undiscounted basis and are recognized in net income as the related service is provided. A liability is recognized for the amount expected to be paid under short term cash bonus or profit-sharing plans if Choice Properties has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Post Employment Benefits Choice Properties participates in certain Loblaw defined contribution pension plans. Choice Properties’ obligation to Loblaw is limited to the annual contributions to the plan. Accordingly, the contributions are accounted for based on Choice Properties' proportionate share of contributions due. Cash-Settled Unit-Based Compensation Unit Options, Restricted Units (“RUs”) and Trustee Deferred Units (“DUs”) issued by Choice Properties are accounted for as cash-settled awards. Choice Properties’ Unit Options have a five to ten year term, vest 25% cumulatively on each anniversary date of the grant and are exercisable at the designated Unit price, which is based on the greater of the volume weighted average trading price of a Unit for the five trading days prior to the date of grant or the trading day immediately preceding the grant date. The fair value of each tranche is valued separately using a Black-Scholes option pricing model, and includes the following assumptions: • • • • The expected distribution yield is estimated based on the expected annual distribution prior to the balance sheet date and the closing share price as at the balance sheet date; The expected Unit price volatility is estimated based on the average volatility of investment grade entities in the Standard & Poor’s/TSX REIT Index over a period consistent with the expected life of the options; The risk-free interest rate is estimated based on the Government of Canada bond yield in effect at the balance sheet date for a term to maturity equal to the expected life of the options; and The effect of expected exercise of options prior to expiry is incorporated into the weighted average expected life of the options, which is based on expectations of option holder behaviour. RUs entitle certain employees to receive the value of the RU award in cash or Units at the end of the applicable vesting period, which is usually three years in length. The RU plan provides for the crediting of additional RUs in respect of distributions paid on Units for the period when an RU is outstanding. The fair value of each RU granted is measured based on the market value of a Unit at the balance sheet date. Members of the Choice Properties’ Board of Trustees, who are not management of Choice Properties, are required to receive a portion of their annual retainer in the form of DUs and may also elect to receive up to 100% of their remaining fees in DUs. Distributions paid earn fractional DUs, which are treated as additional awards. DUs vest upon grant. The fair value of each DU granted is measured based on the market value of a Unit at the balance sheet date. The fair value of the amount payable to employees in respect of these cash settled awards plan is re-measured at each balance sheet date, and a compensation expense is recognized in general and administrative expenses over the vesting period for each tranche with a corresponding change in the liability. Income Taxes Choice Properties qualifies as a “mutual fund trust” under the Income Tax Act (Canada). The Trustees intend to annually distribute all taxable income directly earned by the Trust to Unitholders and to deduct such distributions for income tax purposes. Any income retained in the Trust would be taxed at the highest marginal tax rate applicable to individuals in the calendar year. Legislation relating to the federal income taxation of Specified Investment Flow Through trusts or partnerships ("SIFT") provide that certain distributions from a SIFT will not be deductible in computing the SIFT’s taxable income and that the SIFT will be subject to tax on such distributions at a rate that is substantially equivalent to the general tax rate applicable to Canadian corporations. However, distributions paid by a SIFT as return of capital should generally not be subject to tax. Under the SIFT rules, the taxation regime will not apply to a real estate investment trust (“REIT”) that meets prescribed conditions relating to the nature of its assets and revenue (the “REIT Conditions”). Choice Properties has reviewed the SIFT rules and has assessed its interpretation and application to the REIT's assets and revenue. While there are uncertainties in the interpretation and application of the SIFT rules, Choice Properties has determined that it meets the REIT Conditions and accordingly, no net current income tax expense or deferred income tax assets or liabilities have been recorded in the consolidated financial statements. 56 Choice Properties REIT 2015 Annual Report Note 3. Critical Accounting Judgments and Estimates The preparation of the consolidated financial statements requires management to make judgments and estimates in applying Choice Properties’ accounting policies that affect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes. Within the context of these consolidated financial statements, a judgment is a decision made by management in respect of the application of an accounting policy, a recognized or unrecognized financial statement amount and/or note disclosure, following an analysis of relevant information that may include estimates and assumptions. Estimates and assumptions are used mainly in determining the measurement of balances recognized or disclosed in the consolidated financial statements and are based on a set of underlying data that may include management’s historical experience, knowledge of current events and conditions and other factors that are believed to be reasonable under the circumstances. Management continually evaluates the estimates and judgments it uses. The following are the accounting policies subject to judgments and key sources of estimation uncertainty that Choice Properties believes could have the most significant impact on the amounts recognized in the consolidated financial statements. Choice Properties’ significant accounting policies are disclosed in note 2. Investment Properties Judgments Made in Relation to Accounting Policies Applied Judgment is applied in determining whether certain costs are additions to the carrying value of investment properties, identifying the point at which substantial completion of the property occurs, and identifying the directly attributable borrowing costs to be included in the carrying value of the development property. Choice Properties also applies judgment in determining whether the properties it acquires are considered to be asset acquisitions or business combinations. Choice Properties considers all the properties it has acquired to date to be asset acquisitions. Key Sources of Estimation The fair value of investment properties is dependent on available comparable transactions, future cash flows over the holding period and discount rates and capitalization rates applicable to those assets. The review of anticipated cash flows involves assumptions relating to occupancy, rental rates and residual value. In addition to reviewing anticipated cash flows, management assesses changes in the business climate and other factors, which may affect the ultimate value of the property. These assumptions may not ultimately be achieved. Joint Arrangements Judgments Made in Relation to Accounting Policies Applied Judgment is applied in determining whether the Trust has joint control and whether the arrangements are joint operations or joint ventures. In assessing whether the joint arrangements are joint operations or joint ventures, management applies judgment to determine the Trust’s rights and obligations in the arrangement based on factors such as the structure, legal form and contractual terms of the arrangement. Leases Judgments Made in Relation to Accounting Policies Applied Choice Properties is required to make judgments in determining whether certain leases are operating or finance leases, in particular long-term leases. All tenant leases where Choice Properties is the lessor have been determined to be operating leases. Income Taxes Judgments Made in Relation to Accounting Policies Applied Choice Properties is a mutual fund trust and a REIT as defined in the Income Tax Act (Canada). Choice Properties is not liable to pay Canadian income taxes provided that its taxable income is fully distributed to Unitholders each year. Choice Properties is a REIT if it meets the prescribed conditions under the Income Tax Act (Canada) relating to the REIT Conditions. Choice Properties uses judgment in reviewing the REIT Conditions and assessing its interpretation and application to the REIT’s assets and revenue, and it has determined that it qualifies as a REIT for the current period. Choice Properties expects to continue to qualify as a REIT under the Income Tax Act (Canada), however, should it no longer qualify, it would not be able to flow through its taxable income to Unitholders and would therefore be subject to tax. Choice Properties REIT 2015 Annual Report 57 Notes to the Consolidated Financial Statements Note 4. Future Accounting Standards In 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) replacing IAS 18, “Revenue”, IAS 11, “Construction Contracts”, and related interpretations. The new standard provides a comprehensive framework for recognition, measurement and disclosure of revenue from contracts with customers, excluding contracts within the scope of the standard on leases, insurance contracts and financial instruments. IFRS 15 becomes effective for annual periods beginning on or after January 1, 2018, and is to be applied retrospectively. Early adoption is permitted. The Trust is currently assessing the impact of the new standard on its consolidated financial statements. In 2014, the IASB issued IFRS 9, “Financial Instruments” replacing IAS 39, “Financial Instruments: Recognition and Measurement.” The project had three main phases: classification and measurement, impairment, and general hedging. The standard becomes effective for annual periods beginning on or after January 1, 2018 and is to be applied retrospectively. Early adoption is permitted. The Trust is currently assessing the impact of the new standard on its consolidated financial statements. In 2014, the IASB issued amendments to IAS 1, “Presentation of Financial Statements”. The amendments are effective for annual periods beginning on or after January 1, 2016 with early adoption permitted. The Trust intends to adopt these amendments in its financial statements for the annual period beginning January 1, 2016, but does not expect the amendments to have a material impact on its consolidated financial statements. In 2016, the IASB issued IFRS 16, “Leases (“IFRS 16”), replacing IAS 17, “Leases” and related interpretations. The standard introduces a single on-balance sheet recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessors continue to classify leases as finance and operating leases. IFRS 16 becomes effective for annual periods beginning on or after January 1, 2019, and is to be applied retrospectively. Early adoption is permitted if IFRS 15 has been adopted. The Trust is currently assessing the impact of the new standard on its consolidated financial statements. Note 5. Acquisitions During the year ended December 31, 2015, Choice Properties completed the following acquisitions from Loblaw (unless otherwise noted): ($ thousands) Location Barrie, ON Date of acquisition Property type Investment properties Other assets Other liabilities Net assets acquired Debt assumed Exchangeable Units issued Cash Acquisition costs included in investment properties January 9 Land $ 9,758 $ — $ — $ 9,758 $ — $ 2,808 $ 6,950 $ 191 Consideration Kanata, ON(i)(ii) January 30 Land 2,025 Pickering, ON January 30 Warehouse 81,450 Porter's Lake, NS(i) February 19 Retail 5,304 Various(iii) (38 properties) June 1 Retail 206,690 Mississauga, ON(i) August 11 Retail 5,782 Midland & Courtice, ON August 20 Retail 18,415 Various(iv) (4 properties) November 17 Retail 45,876 — — 19 2 — 29 9 — 2,025 — 81,450 (28) 5,295 (1,325) 205,367 — — — — — — — 2,025 81,450 5,295 87 250 104 103,549 101,818 3,995 (31) 5,751 2,123 — 3,628 (9) 18,435 — 3,200 15,235 (278) 45,607 14,604 31,003 182 265 796 Total Acquisitions $ 375,300 $ 59 $ (1,671) $373,688 $ 2,123 $ 124,161 $ 247,404 $ 5,870 (i) Acquired from a third-party vendor. (ii) Choice Properties recognized its proportionate share of the assets held jointly in the co-ownership, which is $2,025, or 50% of the $4,050 purchase price of the parcel of land (note 7). (iii) (iv) Investment properties and Exchangeable Units values both included an adjustment of $1,349 to reflect the increase of the fair value of the Exchangeable Units on the closing date compared to the volume weighted average value of the units referenced in the purchase and sale agreement. Investment properties and Exchangeable Units values both included an adjustment of ($555) to reflect the decrease of the fair value of the Exchangeable Units on the closing date compared to the volume weighted average value of the units referenced in the purchase and sale agreement. 58 Choice Properties REIT 2015 Annual Report During the year ended December 31, 2014, Choice Properties completed the following acquisitions from Loblaw (unless otherwise noted): ($ thousands) Consideration Location Date of acquisition Property type Investment properties Other assets Other liabilities Net assets acquired Debt assumed Exchangeable Units issued Cash Acquisition costs included in investment properties Mississauga, ON(i) February 28 Industrial $ 15,739 $ — $ — $ 15,739 $ — $ — $ 15,739 $ 239 Various (20 properties) May 6 Retail 201,630 7 (1,189) 200,448 — 119,632 80,816 2,935 Boucherville, QC October 8 Warehouse 39,432 Various (15 properties) October 8 Retail 174,549 Brampton, ON(i) November 7 Land 25,653 — 204 — (187) 39,245 3,603 (817) 173,936 — 25,653 — — 18,198 93,062 17,444 80,874 183 2,776 — 25,653 — Total Acquisitions $ 457,003 $ 211 $ (2,193) $455,021 $ 3,603 $ 230,892 $ 220,526 $ 6,133 (i) Acquired from a third-party vendor. Note 6. Investment Properties ($ thousands) Balance, beginning of year Acquisitions of investment properties - including acquisition costs of $5,870 (2014 - $6,133) (note 5) Capital expenditures(i): Building improvements Property capital - including recoverable capital(ii) Development capital(iii) Capitalized interest(iv) (note 15) Leasing capital expenditures: Tenant improvement allowances Direct leasing costs Dispositions Adjustment to fair value of investment properties Amortization of straight-line rent and tenant improvement allowances - included in revenue Balance, end of year Income producing properties Properties under development $ 7,849,461 $ 363,517 12,254 32,466 91,306 426 5,548 2,336 — 71,981 56,517 11,783 — — 25,961 1,039 — — — — Year ended Year ended December 31, 2015 7,905,978 $ December 31, 2014 7,287,759 $ 375,300 457,003 12,254 32,466 117,267 1,465 5,548 2,336 — 71,981 4,814 29,523 21,299 166 1,541 1,244 (13,480) 81,931 36,405 8,465,700 $ $ — 95,300 $ 36,405 8,561,000 $ 34,178 7,905,978 (i) (ii) Capital expenditures includes $102 of construction fees (note 21) paid to Loblaw (December 31, 2014 - $3,067). Property capital expenditures include $32,466 of recoverable capital (note 22) and nil non-recoverable capital (December 31, 2014 - $26,805 and $2,718, respectively). (iii) Development capital includes $2,334 of site intensification fees (note 21) paid to Loblaw (December 31, 2014 - $993). (iv) Interest was capitalized to qualifying development projects based on a weighted average interest rate of 3.27% (December 31, 2014 - 3.44%). Included in certain investment properties acquired from Loblaw is excess land with development potential. Choice Properties will compensate Loblaw, over time, with intensification fees determined by a site intensification payment grid as outlined in the Strategic Alliance Agreement (note 21), should Choice Properties pursue activity resulting in the intensification of such excess land. The fair value of this excess land has been recorded in the financial statements. Independent Appraisals As part of the IPO, all 425 acquired properties were appraised by independent nationally-recognized appraisers. In addition to the table below, all the properties acquired since the IPO were also independently appraised at the time of acquisition. Choice Properties has engaged Choice Properties REIT 2015 Annual Report 59 Notes to the Consolidated Financial Statements independent nationally-recognized valuation firms to appraise the investment properties such that substantially all of the portfolio will be independently appraised at least once over a five-year period. A breakdown of the aggregate fair value of investment properties independently appraised each quarter, in accordance with the Trust’s policy, is as follows: ($ thousands except where otherwise indicated) March 31 June 30 September 30 December 31 Total Internal Appraisals Number of properties 20 22 21 26 89 2015 Fair value 588,510 Number of properties 21 511,100 477,620 687,610 2,264,840 21 22 21 85 $ $ 2014 Fair value 397,110 403,870 546,970 397,780 1,745,730 $ $ The investment properties were measured at fair value, which was primarily determined by using the discounted cash flow method. Under the discounted cash flow methodology, discount rates were applied to the projected annual operating cash flows, generally over a minimum term of ten years, including a terminal value of the investment properties based on a capitalization rate applied to the estimated net operating income, a non-GAAP measure, in the terminal year. Valuations are most sensitive to changes in capitalization rates. Choice Properties’ valuation inputs, such as capitalization rates, are supported by quarterly reports from independent nationally-recognized appraisers. Below are the key rates used in the valuation models for both internal and independent appraisals. Discount rate Terminal capitalization rate Overall capitalization rate Fair Value Sensitivity Weighted average As at As at December 31, 2015 7.08% December 31, 2014 7.09% 6.50% 6.17% 6.50% 6.18% The following table summarizes capitalization rate sensitivity for income producing properties: Capitalization rate sensitivity increase/(decrease) ($ thousands) Weighted average overall capitalization rate (0.75)% (0.50)% (0.25)% December 31, 2015 0.25% 0.50% 0.75% 5.42% $ 5.67% $ 5.92% $ 6.17% $ 6.42% $ 6.67% $ 6.92% $ Fair value of investment properties 9,636,700 9,211,700 8,822,700 8,465,700 8,135,700 7,830,700 7,548,700 $ $ $ $ $ $ $ Fair value variance 1,171,000 746,000 357,000 — (330,000) (635,000) (917,000) % change 14 % 9 % 4 % — % (4)% (8)% (11)% The key assumptions and inputs used in the valuation techniques to estimate the fair value of investment properties are classified as Level 3 in the fair value hierarchy as certain inputs for the valuation are not based on observable market data points. 60 Choice Properties REIT 2015 Annual Report Note 7. Interests in Other Entities Joint Venture On December 9, 2014, Choice Properties and its joint venture partner, Wittington Properties Limited (”Wittington”), the parent company of GWL, completed the acquisition of the West Block project at Lake Shore Boulevard and Bathurst Street (“500 Lake Shore”) in Toronto, Ontario for $15,576 from Loblaw via 500 LS Limited Partnership. The joint venture partners intend to develop 500 Lake Shore into a mixed-used property. Limited Partnership 500 LS Limited Partnership Country of Formation Canada Location 500 Lake Shore Blvd. West, Toronto, ON Ownership Interest as at December 31, 2015 and 2014 40% Choice Properties made contributions of $3,120 to the joint venture during the year ended December 31, 2015 (year ended December 31, 2014 - $6,230). There was no operating activity during the year ended December 31, 2015 or during 2014. Summarized financial information for Choice Properties’ share of the equity accounted investment is set out below: ($ thousands) Current assets Non-current assets Current liabilities Net assets at 100% Choice Properties’ investment in equity accounted joint venture at 40% Subsidiary As at As at December 31, 2015 3,130 $ December 31, 2014 26 $ 20,603 (358) 23,375 9,350 $ $ 15,550 — 15,576 6,230 $ $ On November 7, 2014, Choice Properties established a 70% controlling interest in Choice Properties PRC Brampton Limited Partnership, a subsidiary which holds land intended for future retail development. As a result, Choice Properties consolidated the results of this subsidiary and recognized a 30% non-controlling interest for the interests of PL Ventures Ltd., a subsidiary of PenEquity Realty Corporation (“PenEquity”). Limited Partnership Choice Properties PRC Brampton Limited Partnership Country of Formation Location Ownership Interest as at December 31, 2015 and 2014 Canada Mayfield/Chinguacousy, Brampton, ON 70% There was no operating activity during the year ended December 31, 2015 or during 2014. The following is included in Choice Properties’ consolidated financial statements relating to the subsidiary: ($ thousands) Current assets Non-current assets Current liabilities Non-current liabilities Net assets at 100% Non-controlling interests at 30% As at As at December 31, 2015 111 $ December 31, 2014 — $ 25,767 (12) (13) 25,853 7,756 $ $ 25,653 — — 25,653 7,696 $ $ Choice Properties REIT 2015 Annual Report 61 Notes to the Consolidated Financial Statements Joint Operation On January 30, 2015, Choice Properties entered into a co-ownership agreement with PFC Fernbank Corp., a subsidiary of PenEquity and Phoenix Fernbank Inc. (“Phoenix”) to acquire a parcel of land in Kanata, Ontario (note 5). This is a longer-term development project with the construction of a grocery anchored retail centre anticipated to commence in the second half of 2017. Choice Properties recognized its 50% proportionate share of the assets held jointly in the co-ownership, of the parcel of land, and funded its partners’ collective 50% interest of the purchase price through a mezzanine loan (note 9). There was no operating activity during the year ended December 31, 2015. Summarized financial information for Choice Properties’ proportionate share of the property is set out below: ($ thousands) Current assets Non-current assets Current liabilities Net assets at 100% Choice Properties’ proportionate share at 50% Note 8. Accounts Receivable and Other Assets ($ thousands) Net rent receivable - net of allowance for doubtful accounts of $852 (2014 - $453) Fixtures and equipment - net of accumulated amortization of $1,730 (2014 - $886) Prepaid property taxes Prepaid other Accounts receivable and other assets Classified as: Non-current Current As at December 31, 2015 16 $ 4,075 (41) 4,050 2,025 $ $ As at As at December 31, 2015 888 $ December 31, 2014 3,419 $ 5,944 2,133 7,149 16,114 $ 6,308 2,791 7,012 19,530 9,874 6,240 16,114 $ $ 10,057 9,473 19,530 $ $ $ 62 Choice Properties REIT 2015 Annual Report Note 9. Notes Receivable ($ thousands) Notes receivable from related party Notes receivable from third-party Notes receivable Classified as: Non-current Current As at As at December 31, 2015 248,463 $ December 31, 2014 236,328 $ 26,608 275,071 $ 23,040 259,368 2,179 272,892 275,071 $ $ 22,539 236,829 259,368 $ $ $ Notes receivable from related party Non-interest bearing short term notes totaling $236,328 were repaid by Loblaw in January 2015. During 2015, non-interest bearing short term notes totaling $248,463 were issued to Loblaw and repaid in January 2016 (note 21). Notes receivable from third-party On December 24, 2014, Choice Properties provided mezzanine financing to Penady (Barrie) Ltd., a subsidiary of PenEquity and its partner in the form of a two-year mortgage of $22,500 at an interest rate of 8% per annum, with an option to extend. The balance as at December 31, 2015 includes accrued interest of $1,909 payable on maturity (December 31, 2014 - $39) and financing costs of $40, less amortization of $20 (December 31, 2014 - nil and nil). On December 24, 2014, Choice Properties provided short- term bridge financing of $500 to Penady (Barrie) Ltd. which was repaid with interest calculated at 6% per annum on July 10, 2015 (December 31, 2014 - accrued interest of $1). On January 30, 2015, Choice Properties also provided a five-year mezzanine loan of $2,025 at an interest rate of 8% per annum to PFC Fernbank Corp., a subsidiary of PenEquity and Phoenix. The balance as at December 31, 2015 includes accrued interest of $154 payable on maturity. Choice Properties REIT 2015 Annual Report 63 Notes to the Consolidated Financial Statements Note 10. Long Term Debt and Class C LP Units ($ thousands) Senior Unsecured Debentures (interest semi-annually) Series A 3.554%, due 2018, effective interest 3.554% Series B 4.903%, due 2023, effective interest 4.903% Series C 3.498%, due 2021, effective interest 3.498% Series D 4.293%, due 2024, effective interest 4.293% Series E 2.297%, due 2020, effective interest 2.297% Series F 4.055%, due 2025, effective interest 4.055% Series 5 3.00%, due 2016, effective interest 2.00% Series 6 3.00%, due 2017, effective interest 2.23% Series 7 3.00%, due 2019, effective interest 3.04% Series 8 3.60%, due 2020, effective interest 3.20% Series 9 3.60%, due 2021, effective interest 3.57% Series 10 3.60%, due 2022, effective interest 3.84% Debt discounts and premiums - net of accumulated amortization of ($8,175) (2014 - ($3,312)) Debt placement costs - net of accumulated amortization of $1,807 (2014 - $867) Mortgage (interest monthly) 7.42%, due 2017, effective interest 2.80% 3.15%, due 2019, effective interest 2.45% Debt discount - net of accumulated amortization of ($101) (2014 - ($18)) Class C LP Units(i) (distributions monthly) Tranche 1 5.00%, redemption rights beginning 2027, effective interest 5.46% Tranche 2 5.00%, redemption rights beginning 2028, effective interest 5.51% Tranche 3 5.00%, redemption rights beginning 2029, effective interest 5.57% Debt premium - net of accumulated amortization of $5,533 (2014 - $3,219) Other Credit facility debt placement costs - net of accumulated amortization of $1,122 (2014 - nil)(ii) Long term debt and Class C LP Units Classified as: Non-current Current As at As at December 31, 2015 December 31, 2014 $ 400,000 $ 200,000 250,000 200,000 250,000 200,000 300,000 200,000 200,000 300,000 200,000 300,000 3,481 (6,565) 2,113 2,026 200 300,000 300,000 325,000 (43,205) (1,660) 400,000 200,000 250,000 200,000 — — 300,000 200,000 200,000 300,000 200,000 300,000 8,344 (4,543) 3,107 — 232 300,000 300,000 325,000 (45,519) — $ $ $ 3,881,390 $ 3,436,621 3,579,202 302,188 3,881,390 $ $ 3,435,628 993 3,436,621 (i) Represents amounts due to Loblaw. (ii) Debt placement costs of $1,813 (net of accumulated amortization of $677) were included with the Credit Facility balance in 2014. 64 Choice Properties REIT 2015 Annual Report Senior Unsecured Debentures On February 5, 2015, Choice Properties issued $250,000 aggregate principal amount of Series E senior unsecured debentures due September 14, 2020. These debentures bear interest at a rate of 2.297% per annum, with semi-annual installments of interest due on March 14 and September 14 in each year, commencing on March 14, 2015. The net proceeds, net of debt placement costs of $1,514, were used by the Trust to repay existing indebtedness and for general business purposes. On November 24, 2015, Choice Properties issued $200,000 aggregate principal amount of Series F senior unsecured debentures due November 24, 2025. These debentures bear interest at a rate of 4.055% per annum, with semi-annual installments of interest due on May 24 and November 24 in each year, commencing on May 24, 2016. The net proceeds, net of debt placement costs of $1,448, were used by the Trust to repay existing indebtedness and for general business purposes. On February 6, 2014, Choice Properties issued $250,000 of 3.498% Series C senior unsecured debentures due February 8, 2021 and $200,000 of 4.293% Series D senior unsecured debentures due February 8, 2024 with semi-annual installments of interest due on February 8 and August 8 in each year, commencing on August 8, 2014. Both offerings in February 2014 and February 2015 were made under Choice Properties’ Short Form Base Shelf Prospectus dated September 3, 2013, and the offering in November 2015 was made under the Short Form Base Shelf Prospectus dated October 14, 2015 (note 17). Debt placement costs incurred were recorded against the principal owing and amortized using the effective interest method and recorded to net interest expense and other financing charges (note 15). On April 21, 2014, Choice Properties entered into a Master Trust Indenture agreement with Computershare Trust Company of Canada. Supplemental indentures were created in order to facilitate the replacement of the Series 5 through Series 10 Transferor Notes, held by Loblaw and issued at the time of IPO. The new Series 5 through Series 10 senior unsecured debentures contain the same principal amounts, interest rates, and maturity dates as the original Transferor Notes that they replaced. The remaining terms and conditions are substantially similar to the original notes. The new Series 5 through Series 10 senior unsecured debentures have a face value of $1,500,000, mature between 2016 and 2022, and have an effective weighted average interest rate of 2.99%. Interest is paid in semi-annual installments. Debt premiums and discounts on the new Series 5 through Series 10 senior unsecured debentures are amortized using the effective interest method and recorded to net interest expense and other financing charges (note 15). At December 31, 2015, the senior unsecured debentures had a weighted average effective interest rate of 3.33% (December 31, 2014 - 3.38%). Senior unsecured debentures Series A through Series F were issued by the Trust and Series 5 through Series 10 were issued by the Partnership. Subsequent to December 31, 2015, Choice Properties entered into certain bond forward contracts with a notional value of $300,000. On February 4, 2016, Choice Properties issued a notice for a March 7, 2016 early redemption, at par, of the $300,000 Series 5 senior unsecured debentures with an original maturity date of April 20, 2016. Mortgage In connection with the property acquired from a third-party on August 11, 2015, Choice Properties assumed a mortgage which is secured by the acquired property. The mortgage bears interest at a fixed rate of 3.15% per annum, matures in 2019 and has an effective interest rate of 2.45% per annum. The debt premium on the mortgage is amortized using the effective interest method and is recorded to net interest expense and other financing charges (note 15). In connection with the portfolio acquired from Loblaw on October 8, 2014, Choice Properties assumed a mortgage which is secured by one of the acquired properties. The mortgage bears interest at a fixed rate of 7.42% per annum, matures in 2017 and has an effective interest rate of 2.80% per annum. The debt premium on the mortgage is amortized using the effective interest method and is recorded to net interest expense and other financing charges (note 15). Choice Properties REIT 2015 Annual Report 65 Notes to the Consolidated Financial Statements Class C LP Units (authorized - unlimited) Loblaw holds all of the outstanding Class C LP Units, which are redeemable, at Loblaw’s option, based on the following schedule: Class C LP Unit redemption periods July 5, 2027 and thereafter July 5, 2028 and thereafter July 5, 2029 and thereafter Numbers of Class C LP Units eligible for redemption 30,000,000 30,000,000 32,500,000 The Trust has the option to settle the redemption payment with cash, Exchangeable Units, or any combination thereof. Credit Facility Choice Properties has a $500,000 senior unsecured committed revolving credit facility provided by a syndicate of lenders maturing July 5, 2020. The credit facility bears interest at variable rates of either: Prime plus 0.45% or Bankers’ Acceptance rate plus 1.45%. Pricing is contingent on Choice Properties’ credit rating remaining at “BBB”. The credit facility contains certain financial covenants. As at December 31, 2015, the Trust was in compliance with all of its financial covenants (note 17) and no amount was drawn on the credit facility (December 31, 2014 - $122,000 drawn less unamortized debt placement costs of $1,813). As at December 31, 2015, the balance of the unamortized debt placement costs was $1,660. Schedule of Repayments The schedule of principal repayment of long term debt and Class C LP Units, based on maturity and redemption rights is as follows: ($ thousands) Senior unsecured debentures $ 2016 300,000 $ 2017 200,000 $ 2018 400,000 $ 2019 200,000 $ 2020 Thereafter 550,000 $ 1,350,000 Total $ 3,000,000 Mortgage Class C LP Units Total 1,212 — 1,192 — 152 — 1,583 — — — — 925,000 4,139 925,000 $ 301,212 $ 201,192 $ 400,152 $ 201,583 $ 550,000 $ 2,275,000 $ 3,929,139 Note 11. Unit Equity Trust Units (authorized - unlimited) Each Unit represents a single vote at any meeting of Unitholders and entitles the Unitholder to receive a pro-rata share of all distributions. With certain restrictions, the Unitholders have the right to require Choice Properties to redeem its Units on demand. Upon receipt of the redemption notice by Choice Properties, all rights to and under the Units tendered for redemption shall be surrendered and the holder thereof shall be entitled to receive a price per unit as determined by a market formula and shall be paid in accordance with the conditions provided for in the Declaration of Trust. Exchangeable Units (authorized - unlimited) Exchangeable Units issuable by the Partnership are economically equivalent to Units, receive distributions equal to the distributions paid on the Units and are exchangeable at the holder’s option to Units. Special Voting Units Each Exchangeable Unit is accompanied by one Special Voting Unit which provides the holder thereof with a right to vote on matters respecting the Trust equal to the number of Units that may be obtained upon the exchange of the Exchangeable Units for which each Special Voting Unit is attached. 66 Choice Properties REIT 2015 Annual Report Units Outstanding ($ thousands except where otherwise indicated) Units, beginning of year Issuance of Units under the Distribution Reinvestment Plan Units issued under unit-based compensation arrangement Units, end of year Exchangeable Units, beginning of year Exchangeable Units issued May 6, 2014 (note 5) October 8, 2014 (note 5) January 9, 2015 (note 5) June 1, 2015 (note 5) August 20, 2015 (note 5) November 17, 2015 (note 5) Adjustment to fair value of Exchangeable Units As at As at December 31, 2015 December 31, 2014 Units 89,255,010 1,668,346 30,461 90,953,817 306,032,105 $ $ $ Amount 849,337 18,118 394 Units 87,614,229 1,522,472 118,309 867,849 89,255,010 3,207,216 284,074,754 $ $ $ — — 265,665 9,237,166 280,155 1,294,701 — — — 2,808 103,549 3,200 14,604 410,518 11,259,208 10,698,143 — — — — Amount 832,415 15,682 1,240 849,337 2,988,466 119,632 111,260 — — — (12,142) Exchangeable Units, end of year 317,109,792 $ 3,741,895 306,032,105 $ 3,207,216 Total Units and Exchangeable Units, end of year 408,063,609 395,287,115 Distributions Choice Properties’ Board of Trustees retains full discretion with respect to the timing and quantum of distributions, however the total income distributed will not be less than the amount necessary to ensure the Trust will not be liable to pay income taxes under Part I of the Income Tax Act (Canada) for the year ending December 31, 2015. The Trust declared distributions of $0.65 per unit in the year ended December 31, 2015 (year ended December 31, 2014 - $0.65). In November 2015, Choice Properties announced an increase in the annual distribution by 3.1% to $0.67 per unit. The increase will be effective for Unitholders of record January 29, 2016. In the year ended December 31, 2015, Choice Properties declared $261,424 in distributions, including non-cash distributions provided under the Distribution Reinvestment Plan (“DRIP”) and distributions to holders of Exchangeable Units, which are reported as interest expense (year ended December 31, 2014 - $248,754). Distributions declared to Unitholders of record at the close of business on the last business day of a month are paid on or about the 15th day of the following month. The holders of Exchangeable Units and Class C LP Units may elect to defer receipt of all or a portion of distributions declared by the Partnership until the first date following the end of the fiscal year. If the holder elects to defer, the Partnership will loan the holder the amount equal to the deferred distribution without interest, and the loan will be due and payable in full on the first business day following the end of the fiscal year the loan was advanced. Loblaw has elected to defer the distributions in full on both the Exchangeable Units and Class C LP Units. Distribution Reinvestment Plan Choice Properties has a DRIP that allows Unitholders to use the monthly cash distributions paid on their existing Units to purchase additional Units directly from the Trust. Unitholders who elect to participate in the DRIP receive a further distribution, payable in Units, equal in value to 3% of each cash distribution. In the year ended December 31, 2015, Choice Properties issued 1,668,346 Units under the DRIP (year ended December 31, 2014 - 1,522,472 Units). Choice Properties REIT 2015 Annual Report 67 Notes to the Consolidated Financial Statements Note 12. Trade Payables and Other Liabilities ($ thousands) Trade accounts payable Accrued liabilities Accrued interest expense Due to related party(i) Unit-based compensation Distributions payable(ii) Tenant deposits Deferred revenue(iii) Trade payables and other liabilities Classified as: Non-current Current As at As at December 31, 2015 14,554 $ December 31, 2014 2,735 $ 46,767 33,250 277,169 5,240 4,927 2,014 55,610 439,531 $ 37,989 30,717 259,473 2,286 4,835 1,622 50,360 390,017 1,354 438,177 439,531 $ $ 1,020 388,997 390,017 $ $ $ (i) Includes distributions accruing on Exchangeable Units of $219,381 (December 31, 2014 - $206,655) and Class C LP Units of $50,104 (December 31, 2014 - $50,104) (note 22), and other liabilities due to Loblaw of $7,684 (December 31, 2014 - $2,714). (ii) Includes $1,165 payable to Loblaw and $1,231 payable to GWL (December 31, 2014 - $1,165 and $1,160 respectively). (iii) Includes $54,061 of rent from Loblaw and $122 of rent from GWL received in advance (December 31, 2014 - $49,407 and nil, respectively). 68 Choice Properties REIT 2015 Annual Report Note 13. Unit-Based Compensation Choice Properties’ unit-based compensation expense recognized in general and administrative expenses was: ($ thousands) Unit Option plan Restricted Unit plan Deferred Unit plan Unit-based compensation expense Adjustment to fair value included in the above Year ended December 31, 2015 1,236 $ Year ended December 31, 2014 208 $ 957 834 3,027 888 $ $ 600 705 1,513 (591) $ $ As at December 31, 2015, the carrying value of total unit-based compensation was $5,240 (December 31, 2014 - $2,286) (note 12). Unit Option Plan Choice Properties maintains a Unit Option plan for certain employees. Under this plan, Choice Properties may grant Unit Options totaling up to 19,744,697 Units, as approved at the annual and special meeting of Unitholders on April 29, 2015 (December 31, 2014 - 4,075,000 Units). The Unit Options vest in tranches over a period of four years. The following is a summary of Choice Properties’ Unit Option plan activity: Outstanding Unit Options, beginning of year Granted Cancelled Exercised Outstanding Unit Options, end of year Unit Options exercisable, end of year Year ended December 31, 2015 Year ended December 31, 2014 Number of awards 1,682,510 Weighted average exercise price/unit 10.48 $ Number of awards 1,196,866 2,127,532 (279,925) (30,461) 3,499,656 533,796 $ $ $ $ $ 11.49 11.00 10.54 11.05 10.36 1,247,247 (643,294) (118,309) 1,682,510 157,167 Weighted average exercise price/unit 10.04 10.80 10.35 10.05 10.48 10.05 $ $ $ $ $ $ The assumptions used to measure the fair value of the Unit Options under the Black-Scholes model (level 2) were as follows: Expected average distribution yield Expected average Unit price volatility Average risk-free interest rate Expected average life of options As at As at December 31, 2015 5.51% December 31, 2014 6.20% 15.41% - 17.38% 14.22% - 18.87% 0.48% - 0.77% 1.04% - 1.35% 1.5 to 5.4 Years 2.5 to 5.4 Years Estimated forfeiture rates are incorporated into the measurement of the Unit Option expense. The forfeiture rate applied as at December 31, 2015 was nil (December 31, 2014 - nil). Choice Properties REIT 2015 Annual Report 69 Notes to the Consolidated Financial Statements As at December 31, 2015, the following options were outstanding: Exercise Price $10.05 $10.81 $10.61 $10.72 $11.51 $11.28 $10.05 to $11.51 Number of Unit Options outstanding 628,671 810,286 43,519 24,038 1,777,624 215,518 3,499,656 Remaining weighted average life (in years) 4.5 5.2 5.3 5.9 6.2 6.9 5.7 Restricted Unit Plan Restricted Units (“RU”) entitle certain employees to receive the value of the RU award in cash or Units at the end of the applicable vesting period, which is usually three years in length. The RU plan provides for the crediting of additional RUs in respect of distributions paid on Units for the period when an RU is outstanding. The fair value of each RU granted is measured based on the market value of a Trust Unit at the balance sheet date. The following is a summary of Choice Properties’ RU plan activity: (Number of awards) Outstanding Restricted Units, beginning of year Granted Reinvested Cancelled Settled Outstanding Restricted Units, end of year Year ended December 31, 2015 184,154 Year ended December 31, 2014 108,746 90,813 14,140 (15,953) (5,433) 267,721 100,523 10,804 (35,919) — 184,154 RUs usually vest over a period of three years. There were no RUs vested as at December 31, 2015 (December 31, 2014 - nil). Trustee Deferred Unit Plan Members of the Choice Properties’ Board of Trustees, who are not management of Choice Properties, are required to receive a portion of their annual retainer in the form of Deferred Units (“DU”) and may also elect to receive up to 100% of their remaining fees in DUs. Distributions paid earn fractional DUs, which are treated as additional awards. DUs vest upon grant. The fair value of each DU granted is measured based on the market value of a Unit at the balance sheet date. A summary of the DU plan activity is as follows: (Number of awards) Outstanding Trustee Deferred Units, beginning of year Granted Reinvested Outstanding Trustee Deferred Units, end of year Year ended December 31, 2015 99,230 Year ended December 31, 2014 31,936 52,736 6,812 158,778 64,150 3,144 99,230 All DUs vest when issued, however, they cannot be exercised while Trustees are members of the Board. 70 Choice Properties REIT 2015 Annual Report Note 14. Rental Revenue Rental revenue is comprised of the following: ($ thousands) Base rent Property tax recoveries Operating cost recoveries Other revenue Rental revenue $ $ 667,657 $ 75,443 $ Loblaw 502,323 140,616 24,427 291 Loblaw 470,895 122,530 19,101 1,152 Year ended Ancillary(i) 48,791 December 31, 2015 551,114 $ $ 13,966 9,927 2,759 13,026 10,318 1,892 154,582 34,354 3,050 743,100 135,556 29,419 3,044 682,923 Year ended Ancillary(i) 44,009 December 31, 2014 514,904 $ $ (i) Ancillary income includes $1,681 received from leases to subsidiaries of GWL for the year end ended December 31, 2015. ($ thousands) Base rent Property tax recoveries Operating cost recoveries Other revenue Rental revenue $ $ 613,678 $ 69,245 $ (i) Ancillary income includes $1,484 received from leases to subsidiaries of GWL for the year end ended December 31, 2014. Choice Properties enters into long-term lease contracts with tenants for space in its properties. Initial lease terms are generally between three and ten years for commercial units and longer terms for grocery anchor stores. Leases generally provide for the tenant to pay Choice Properties base rent, with provisions for contractual increases in base rent over the term of the lease, plus operating cost and property tax recoveries. Many of the leases with Loblaw are for stand-alone retail sites. Loblaw is directly responsible for the operating costs on such sites. Future base rent revenue for the years ended December 31 is as follows: ($ thousands) 2016 2017 2018 2019 2020 Thereafter Total $ $ 530,061 530,504 530,160 533,633 534,803 3,890,700 6,549,861 Choice Properties REIT 2015 Annual Report 71 Notes to the Consolidated Financial Statements Note 15. Net Interest Expense and Other Financing Charges ($ thousands) Interest on senior unsecured debentures Interest on Transferor Notes(i) Distributions on Class C LP Units(i) Interest on mortgage Interest on credit facility Effective interest rate amortization of debt discounts and premiums(ii) Effective interest rate amortization of debt placement costs Distributions on Exchangeable Units(i) Interest income Capitalized interest(iii) Year ended December 31, 2015 97,189 $ Year ended December 31, 2014 72,433 $ — 46,250 217 3,405 (2,632) 1,405 202,804 348,638 (2,122) 346,516 (1,465) 18,271 46,250 49 2,965 48,891 1,127 191,267 381,253 (433) 380,820 (166) 380,654 Net interest expense and other financing charges $ 345,051 $ (i) (ii) (iii) Represents amounts on account of indebtedness to Loblaw. The year ended December 31, 2014 includes non-cash finance charges of $48,911. The charges were the result of accelerated amortization of net debt discounts due to replacement of notes issued to Loblaw in connection with the IPO. Interest was capitalized to qualifying development projects based on an annual weighted average interest rate of 3.27% (December 31, 2014 - 3.44%). Note 16. Employee Costs The following amounts were expensed in relation to Choice Properties’ employees: ($ thousands) Salaries, wages and benefits, net Post-employment benefits Unit-based compensation Employee costs Note 17. Capital Management Year ended December 31, 2015 13,310 Year ended December 31, 2014 9,969 $ 403 2,193 15,906 $ 238 808 11,015 $ $ In order to maintain or adjust its capital structure, Choice Properties may increase or decrease the amount of distributions paid to Unitholders, issue new Units and debt, or repay debt. Choice Properties manages its capital structure with the objective of: complying with the guidelines set out in its Declaration of Trust; complying with debt covenants; • • • maintaining credit rating metrics consistent with those of investment grade REITs; • • maintaining financial capacity and flexibility through access to capital to support future development; and • minimizing its cost of capital while taking into consideration current and future industry, market and economic risks and conditions. ensuring sufficient liquidity is available to support its financial obligations and to execute its operating and strategic plans; On October 14, 2015, Choice Properties filed a new base shelf prospectus allowing for the issuance, from time to time, of Units and debt securities, or any combination thereof, having an aggregate offering price of up to $2 billion. The new prospectus is effective for a 25-month period from the date of issuance. On November 24, 2015, Choice Properties issued $200,000 of senior unsecured debentures under this prospectus (note 10). 72 Choice Properties REIT 2015 Annual Report Choice Properties has certain key covenants in its debentures and committed credit facility. The key financial covenants include debt service ratios and leverage ratios, as defined in the respective agreements. These ratios are measured by the Trust on an ongoing basis to ensure compliance with the agreements. Choice Properties was in compliance with each of the key financial covenants under these agreements as at December 31, 2015 and December 31, 2014. Note 18. Fair Value Measurements The following table presents the fair value hierarchy of assets and liabilities: ($ thousands) Assets: As at December 31, 2015 As at December 31, 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Investment properties (note 6) $ — $ — $ 8,561,000 $ 8,561,000 $ — $ — $ 7,905,978 $ 7,905,978 Accounts receivable (note 8) Notes receivable (note 9) Cash and cash equivalents Liabilities: Long term debt and Class C LP Units Credit facility (note 10) — — 44,354 — — Exchangeable Units (note 11) 3,741,895 Unit-based compensation (note 12) Trade payables and other liabilities(i) (note 12) — — 888 275,071 — 4,036,140 — — 5,240 434,291 — — — — — — — — 888 275,071 44,354 4,036,140 — — — 1,332 3,419 259,368 — — — 3,582,560 122,000 3,741,895 3,207,216 5,240 434,291 — — — 2,286 387,731 — — — — — — — — 3,419 259,368 1,332 3,582,560 122,000 3,207,216 2,286 387,731 (i) Excluding unit-based compensation liabilities. The carrying value of the Trust’s financial assets and liabilities approximates the fair value except for long term debt and Class C LP Units. There were no transfers between levels of the fair value hierarchy during the periods. Note 19. Financial Risk Management As a result of holding and issuing financial instruments, Choice Properties is exposed to credit risk, market risk and liquidity risk and capital availability risk. The following is a description of those risks and how the exposures are managed: Credit Risk Choice Properties is exposed to credit risk resulting from the possibility that counterparties could default on their financial obligations to Choice Properties. Exposure to credit risk relates to rent receivables, cash and cash equivalents, short term investments, security deposits and notes receivable. Choice Properties mitigates the risk of credit loss related to rent receivables by evaluating the creditworthiness of new tenants and joint venture partners, obtaining security deposits wherever permitted by legislation, ensuring its tenant mix is diversified and by limiting its exposure to any one tenant (except Loblaw). Choice Properties establishes an allowance for doubtful accounts that represents the estimated losses with respect to rent receivables. The allowance is determined on a tenant-by-tenant basis based on the specific factors related to the tenant. The risk related to cash and cash equivalents, short term investments, security deposits and notes receivable is reduced by policies and guidelines that require Choice Properties to enter into transactions only with Canadian financial and government institutions that have a minimum short term rating of “A-2” and a long term credit rating of “A-“ from S&P or an equivalent credit rating from another recognized credit rating agency and by placing minimum and maximum limits for exposures to specific counterparties and instruments. Despite such mitigation efforts, if Choice Properties’ counterparties default, it could have a material adverse impact on Choice Properties’ financial condition or results of operations and its ability to make distributions to Unitholders. Market Risk Choice Properties is exposed to market risk as a result of changes in factors such as interest rates and the market price of the Trust’s Units. Choice Properties REIT 2015 Annual Report 73 Notes to the Consolidated Financial Statements Interest Rate Risk The majority of Choice Properties’ debt is financed at fixed rates with maturities staggered over 10 years, thereby mitigating the exposure to near term changes in interest rates. To the extent that Choice Properties incurs variable rate indebtedness (such as under the credit facility), this will result in fluctuations in Choice Properties’ cost of borrowing as interest rates change. If interest rates rise, Choice Properties’ operating results and financial condition could be materially adversely affected and decrease the amount of cash available for distribution to Unitholders. Choice Properties analyzes its interest rate risk and the impact of rising and falling interest rates on operating results and financial condition on a regular basis. Choice Properties’ credit facility and the Debentures also contain covenants that require it to maintain certain financial ratios on a consolidated basis. If Choice Properties does not maintain such ratios, its ability to make distributions to Unitholders may be limited or suspended. An increase of 1.0% per annum in the variable component of the credit facility interest rate would result in an increase to liabilities and a decrease in net income of $5,000 (assuming fully drawn credit facility). Unit Price Risk Choice Properties is exposed to unit price risk as a result of the issuance of Exchangeable Units, which are economically equivalent to and exchangeable for units, as well as the issuance of unit-based compensation. Exchangeable Units and unit-based compensation liabilities are recorded at their fair value based on market trading prices. Exchangeable Units and unit-based compensation negatively impact operating income when the unit price rises and positively impact operating income when the unit price declines. An increase of $1.00 in the underlying price of Choice Properties’ Units would result in an increase to liabilities, and decrease in net income as follows: • • Exchangeable Units $317,110 (2014 - $306,032); and Unit-based compensation liabilities $1,410 (2014 - $566). Liquidity Risk and Capital Availability Risk Liquidity risk is the risk that Choice Properties cannot meet a demand for cash or fund its obligations as they come due. Although a portion of the cash flow generated by the investment properties is devoted to servicing such outstanding debt, there can be no assurance that Choice Properties will continue to generate sufficient cash flow from operations to meet interest payments and principal repayment obligations upon an applicable maturity date. If Choice Properties is unable to meet interest or principal repayment obligations, it could be required to renegotiate such payments or issue additional equity or debt or obtain other financing. The failure of Choice Properties to make or renegotiate interest or principal payments or issue additional equity or debt or obtain other financing could materially adversely affect Choice Properties’ financial condition and results of operations and decrease or eliminate the amount of cash available for distribution to Unitholders. The real estate industry is highly capital intensive. Choice Properties requires access to capital to fund operating expenses, to maintain its properties, to fund its growth strategy and certain other capital expenditures from time to time, and to refinance indebtedness. Although Choice Properties expects to have access to the credit facility, there can be no assurance that it will otherwise have access to sufficient capital or access to capital on favourable terms. Further, in certain circumstances, Choice Properties may not be able to borrow funds due to limitations set forth in the Declaration of Trust and the trust indentures, as supplemented. Failure by Choice Properties to access required capital could have a material adverse effect on its financial condition or results of operations and its ability to make distributions to Unitholders. Liquidity and capital availability risks are mitigated by maintaining appropriate levels of liquidity, by diversifying the Trust's sources of funding, by maintaining a well-diversified debt maturity profile and actively monitoring market conditions. Maturity Analysis The undiscounted future principal and interest payments on Choice Properties’ debt instruments, and distribution and redemption payments on Class C LP Units are as follows: ($ thousands) Senior unsecured debentures $ Mortgage Class C LP Units Total $ 2016 400,505 $ 1,393 46,250 448,148 $ 2017 293,005 $ 1,294 46,250 340,549 $ 2018 490,005 $ 2019 275,789 $ 2020 Thereafter 614,390 $ 1,483,193 Total $ 3,556,887 204 46,250 1,628 46,250 — — 4,519 46,250 1,273,558 1,504,808 536,459 $ 323,667 $ 660,640 $ 2,756,751 $ 5,066,214 74 Choice Properties REIT 2015 Annual Report Note 20. Contingent Liabilities and Financial Guarantees Choice Properties is involved in and potentially subject to various claims by third-parties arising from the normal course of conduct of its business including regulatory, property and environmental claims. In addition, Choice Properties is potentially subject to regular audits from federal and provincial tax authorities, and as a result of these audits may receive assessments and reassessments. Although such matters cannot be predicted with certainty, management currently considers Choice Properties’ exposure to such claims and litigation, to the extent not covered by Choice Properties’ insurance policies or otherwise provided for, not to be material to the consolidated financial statements, but they may have a material impact in future periods. Legal Proceedings Choice Properties is potentially the subject of various legal proceedings and claims that arise in the ordinary course of business. The outcome of all these proceedings and claims is uncertain. Based on information currently available, any proceedings and claims, individually and in the aggregate, are not expected to have a material impact on Choice Properties. Choice Properties received notices of assessment from the Ontario Ministry of Finance for approximately $10,319 (penalties and interest included) with respect to land transfer tax on the acquisition of properties from Loblaw in the IPO. The Trust believes it is not liable for the tax under the applicable legislation, therefore, no liability was recognized in these consolidated financial statements. Notices of objection to these assessments have been filed. Choice Properties is fully indemnified by Loblaw for tax assessed on the IPO properties if the appeal is unsuccessful. Guarantees Choice Properties issues letters of credit to support guarantees related to its investment properties including maintenance and development obligations to municipal authorities. As at December 31, 2015, the aggregate gross potential liability related to these letters of credit totaled $28,246, including $7,324 posted by Loblaw in 2015 with the province of Ontario on behalf of Choice Properties related to deferral of land transfer tax on properties acquired from Loblaw subsequent to the IPO (note 21) (December 31, 2014 - $23,226). Choice Properties’ credit facility and debentures are guaranteed by each of the General Partner, the Partnership and any other person that becomes a subsidiary of Choice Properties (with certain exceptions). In the case of default by the Trust, the Indenture Trustee will be entitled to seek redress from the Guarantors for the guaranteed obligations in the same manner and upon the same terms that it may seek to enforce the obligations of the Trust. These guarantees are intended to eliminate structural subordination, which would otherwise arise as a consequence of Choice Properties’ assets being primarily held in various subsidiaries of the Trust. Commitments Choice Properties has entered into contracts for development and sustainable capital projects and has other contractual obligations such as operating rents. The Trust is committed to future payments of approximately $24,698 as at December 31, 2015 (December 31, 2014 - $7,304). Note 21. Related Party Transactions Choice Properties’ parent corporation is Loblaw, which held an 83.0% effective interest in the Trust through ownership of 21,500,000 Units and all of the Exchangeable Units as at December 31, 2015 (December 31, 2014 - 82.9% and 21,500,000 Units respectively). Loblaw’s controlling shareholder, GWL, held an approximate 46% ownership of Loblaw’s outstanding common shares and a 5.6% direct interest in Choice Properties, through ownership of 22,732,062 Units as at December 31, 2015 (December 31, 2014 - 5.4% and 21,414,657 Units respectively). Choice Properties’ policy is to conduct all transactions and settle all balances with related parties on market terms and conditions. Transactions and Agreements with Loblaw Acquisitions In 2015, Choice Properties acquired 46 properties from Loblaw as described in note 5. On January 9, 2015, Choice Properties acquired a 16-acre site in Barrie, Ontario from Loblaw for a purchase price of $9,567, excluding acquisition costs. The acquisition was funded through the issuance of 265,665 Exchangeable Units, which had a value of $2,808 as at January 9, 2015, with the balance paid in cash. On January 30, 2015, Choice Properties acquired a warehouse in Pickering, Ontario from Loblaw for a purchase price of $81,200, excluding acquisition costs. This acquisition was funded entirely with cash. On June 1, 2015, Choice Properties acquired 38 properties from Loblaw for a purchase price of $202,695, excluding acquisition costs. The acquisition was funded through the issuance of 9,237,166 Exchangeable Units, which had a value of $103,549 as at June 1, 2015, with the balance paid in cash. On August 20, 2015, Choice Properties acquired two Shoppers Drug Mart properties from Loblaw for a purchase price of $18,150, excluding acquisition costs. The acquisition was funded through the issuance of 280,155 Exchangeable Units, which had a value of $3,200 as at August 20, 2015, with the balance paid in cash. Choice Properties REIT 2015 Annual Report 75 Notes to the Consolidated Financial Statements On November 17, 2015, Choice Properties acquired four properties from Loblaw for a purchase price of $45,080, excluding acquisition costs. The acquisition was funded through the issuance of 1,294,701 Exchangeable Units, which had a value of $14,604 as at November 17, 2015, with the balance paid in cash. In 2014, Choice Properties acquired investment properties from Loblaw with a fair value of $409,717, excluding acquisition costs (note 5) and a 40% interest in land purchased from Loblaw through 500 LS Limited Partnership (note 7). Site Intensification Fee Included in certain investment properties acquired from Loblaw is excess land with development potential. Choice Properties will compensate Loblaw, over time, with intensification fees, as Choice Properties pursues development, intensification or redevelopment of such excess lands. The payments to Loblaw are calculated in accordance with a payment grid, set out in the Strategic Alliance Agreement, that takes into account the region, market ranking and type of use for the property. Choice Properties compensated Loblaw with intensification fees of $2,334 in connection with retail developments completed during 2015 (December 31, 2014 - $993). Construction Fees During 2015, Choice Properties paid $102 in construction fees to Loblaw towards the development of specific properties (December 31, 2014 - $3,067). Strategic Alliance Agreement The Strategic Alliance Agreement creates a series of rights and obligations between Choice Properties and Loblaw intended to establish a preferential and mutually beneficial business and operating relationship. Its initial term is for ten-years from the IPO, and will continue until the earlier of 20 years from the IPO and the date, if any, on which Loblaw ceases to own a majority interest, on a fully-diluted basis in the Trust. The Strategic Alliance Agreement provides Choice Properties with important rights that are expected to meaningfully contribute to the Trust’s growth. Services Agreement Loblaw provides Choice Properties with administrative and other support services. The agreement for these services was renewed until December 31, 2015 at an annual rate of $3,141 (note 22). On January 1, 2016, the agreement was renewed for a one- year term at an annual rate of $2,932. Property Management Agreement On January 1, 2015, Choice Properties agreed to provide Loblaw for a two-year term with property and asset management services for Loblaw’s properties with third-party tenancies on a fee for service basis of approximately $600 per annum (note 22). Letters of Credit During 2015, Loblaw posted letters of credit of $7,324 with the province of Ontario on behalf of Choice Properties related to deferral of land transfer tax on properties acquired from Loblaw subsequent to the IPO. Distributions on LP Units and Notes Receivable Loblaw holds all of the Exchangeable Units and Class C LP Units issued by the Partnership. Loblaw has elected to defer receipt of all distributions from the Partnership until the first business day following the end of the fiscal year. Distributions declared and accrued on the last business day of a month become payable on or about the 15th day of the following month. On this day in lieu of paying distributions, the Partnership loans the holder an amount equal to the deferred distribution without interest, and the loan is due and payable in full on the first business day following the end of the fiscal year the loan was advanced. As at December 31, 2015, distributions totaling $249,054 were declared, $269,485 were payable, and a note receivable of $248,463 was outstanding from Loblaw (December 31, 2014 - $237,517, $256,759 and $236,328 respectively). On the first business day of 2016, distributions payable for Exchangeable Units of $202,213 and Class C LP Units of $46,250 were paid and the notes receivable from Loblaw were cancelled (January 2015 - paid $190,078 and $46,250, respectively, and the notes receivable from Loblaw were cancelled). Trust Unit Distributions In the year ended December 31, 2015, Choice Properties declared distributions of $13,975 on the Units held by Loblaw (December 31, 2014 - $13,975). 76 Choice Properties REIT 2015 Annual Report Transaction Summary as Reflected in the Consolidated Financial Statements Loblaw is also Choice Properties’ largest tenant, representing approximately 91.1% of Choice Properties’ annual base rent and 89.1% of its gross leasable area as at December 31, 2015 (December 31, 2014 - 91.4% and 88.4% respectively). Transactions with Loblaw recorded in the statements of income (loss) and comprehensive income (loss) were comprised as follows: ($ thousands) Rental revenue (note 14) Property and asset management fee (note 22) Services Agreement fee (note 22) Services Agreement expense (note 22) Office rent expense Interest expense and other financing charges (note 15) The balances due from (to) Loblaw were as follows: ($ thousands) Notes receivable (note 9) Class C LP Units (note 10) Exchangeable Units (note 11) Accounts payable and other liabilities (note 12) Net due to Loblaw Transactions with GWL and Other Related Parties Year ended December 31, 2015 667,657 $ Year ended December 31, 2014 613,678 $ 600 — (3,141) — (249,054) — 350 (4,771) (107) (255,788) As at As at December 31, 2015 248,463 $ December 31, 2014 236,328 $ (925,000) (3,741,895) (332,395) (925,000) (3,207,216) (310,045) $ (4,750,827) $ (4,205,933) Joint Venture On December 9, 2014, Choice Properties and its joint venture partner, Wittington, completed the acquisition of 500 Lake Shore in Toronto, Ontario for $15,576 from Loblaw (note 7). Wittington is the development and construction manager for the commercial space. Wittington’s parent company is Wittington Investments, Limited, which holds a 63% interest in GWL. Choice Properties made contributions of $3,120 to the joint venture during the year ended December 31, 2015 (year ended December 31, 2014 - $6,230). Operating Lease Choice Properties entered into a ten-year lease at market rates for office space with GWL’s parent company that commenced in 2014. Lease payments will total $2,664 over the term of the lease. Trust Unit Distributions In the year ended December 31, 2015, Choice Properties declared distributions of $14,383 on the Units held by GWL (December 31, 2014 - $13,526). GWL participates in the DRIP (note 11). In the year ended December 31, 2015, the Trust issued 1,317,405 Units to GWL under the DRIP (December 31, 2014 - 1,306,847 Units). Choice Properties REIT 2015 Annual Report 77 Notes to the Consolidated Financial Statements Transaction Summary as Reflected in the Consolidated Financial Statements Transactions with GWL and other related parties recorded in the statements of income (loss) and comprehensive income (loss) were comprised as follows: ($ thousands) Rental revenue (note 14) Office rent expense The balance due to GWL was as follows: ($ thousands) Accounts payable and other liabilities (note 12) Transactions with Key Personnel Year ended December 31, 2015 1,681 $ Year ended December 31, 2014 1,484 $ (468) (109) As at As at December 31, 2015 (1,353) $ December 31, 2014 (1,160) $ Choice Properties’ key personnel are comprised of Trustees and certain members of the executive team of Choice Properties. Compensation of key personnel was as follows: ($ thousands) Salaries, trustee fees, incentives and short-term employee benefits Unit-based compensation Compensation of key personnel Year ended December 31, 2015 2,190 $ $ 2,384 4,574 $ $ Year ended December 31, 2014 4,157 1,359 5,516 Note 22. Supplementary Information Property Operating Costs ($ thousands) Property taxes Recoverable operating costs Non-recoverable operating costs Property operating costs Year ended December 31, 2015 158,954 $ Year ended December 31, 2014 139,651 $ 30,239 2,986 $ 192,179 $ 30,141 2,758 172,550 78 Choice Properties REIT 2015 Annual Report General and Administrative Expenses ($ thousands) Salaries, benefits and employee costs Investor relations and other public entity costs Professional fees Other Services Agreement expense charged by related party Total general and administrative expenses Less: Property and asset management fee charged to related party Services Agreement fee charged to related party(i) Capitalized to investment properties Allocated to recoverable operating expenses General and administrative expenses Year ended December 31, 2015 19,414 $ Year ended December 31, 2014 12,567 $ 2,058 1,900 3,728 3,141 30,241 (600) — (2,157) (5,719) 2,162 1,713 3,310 4,771 24,523 — (350) (858) — $ 21,765 $ 23,315 (i) In July 2013, Choice Properties entered into a Services Agreement to provide administration and support services to Loblaw for a one year term ended June 30, 2014. Change in Non-Cash Operating Working Capital ($ thousands) Net change in Accounts receivable and other assets Add back (deduct): Fixtures and equipment Credit facility finance fees Amounts from acquired properties (note 5) Net change in Trades payable and other liabilities Add back (deduct): Distributions payable Unit-based compensation Net change to accrued interest expense Amounts from acquired properties (note 5) Year ended December 31, 2015 3,416 $ Year ended December 31, 2014 (3,009) $ (364) — 59 49,514 (92) (2,954) (15,259) (1,671) 3,909 (1,958) 211 178,560 (89) (1,461) (149,603) (2,193) 24,367 Change in non-cash operating working capital $ 32,649 $ Choice Properties REIT 2015 Annual Report 79 Notes to the Consolidated Financial Statements Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities ($ thousands) Year ended December 31, 2015 Year ended December 31, 2014 Value of Units issued under distribution reinvestment plan (note 11) $ 18,118 $ 73 124,161 2,123 — — 15,682 52 230,892 3,603 (1,500,000) 1,500,000 Year ended December 31, 2015 34,254 $ Year ended December 31, 2014 8,430 $ 32,466 (2,791) $ 63,929 $ 26,805 (981) 34,254 Value of Units issued under unit-based compensation plan Issuance of Exchangeable Units (note 5) Debt assumed on acquisition of investment properties (note 5) De-recognition of Transferor Notes (note 10) Recognition of senior unsecured debentures (note 10) Recoverable Capital Improvements ($ thousands) Balance yet to be recovered, beginning of the year Add: Recoverable expenditures during the year (note 6) Less: Recoverable during the year Balance yet to be recovered, end of the year 80 Choice Properties REIT 2015 Annual Report Glossary of Terms Term Definition Term Definition Adjusted Funds from Operations Funds from Operations adjusted for non-cash income and expense items such as amortization of straight- line rents, unit-based compensation expenses, and finance charges. Also, includes a reduction for normalized productive capacity maintenance expenditures and leasing capital expenditures (see Section 17, “Non-GAAP Financial Measures”, of Management’s Discussion and Analysis). Funds From Operations Payout Ratio Distribution declared per unit divided by the Funds from Operations per unit diluted (see Section 17, “Non-GAAP Financial Measures”, of the Management’s Discussion and Analysis). Adjusted Funds from Operations Payout Ratio Distribution declared per unit, divided by Adjusted Funds from Operations per unit diluted (see Section 17, “Non-GAAP Financial Measures”, of Management’s Discussion and Analysis). Greenfield Development on vacant land. Debt to Total Assets Debt Service Coverage Debt divided by total assets. Debt includes Class C LP Units but excludes Exchangeable Units. This ratio is a non-GAAP financial measure calculated based on the trust indentures, as supplemented. Earnings Before Interest, Taxes, Depreciation, Amortization, and adjustments to Fair Value divided by interest expense on long-term debt and distributions on Class C LP Units and all regularly scheduled principal payments made with respect to indebtedness during such period (other than any balloon, bullet or similar principal payable at maturity or which repays such indebtedness in full). This ratio is a non-GAAP financial measure calculated based on the trust indentures, as supplemented. Intensification Development of income producing properties with excess density. Net Operating Income Rental revenue less straight-line rental revenue and property operating costs (see Section 17, “Non-GAAP Financial Measures”, of Management’s Discussion and Analysis). Debt to EBITDAFV Debt divided by Earnings Before Interest, Taxes, Depreciation, Amortization, and adjustments to Fair Value. Debt includes Class C LP Units but excludes Exchangeable Units. Same Properties The same properties owned by Choice Properties during the current period and the comparative period, including any re-development of the same properties. Earnings Before Interest, Taxes, Depreciation, Amortization and Fair Value Net income plus, where applicable, income taxes, interest expense, amortization expense, depreciation expense, and adjustments to fair value (see Section 17, “Non-GAAP Financial Measures”, of Management’s Discussion and Analysis). Same Properties - Same GLA The same properties owned by Choice Properties during the current period and the comparative period, excluding any re-development of the same properties which increased gross leasable area. Funds From Operations Net income adjusted for items that do not arise from operating activities, such as adjustments to fair value, depreciation and amortization, and adjustments for non-controlling interests, as defined by the Real Property Association of Canada White Paper on Funds from Operations for IFRS issued in April 2014 (see Section 17, “Non-GAAP Financial Measures”, of Management’s Discussion and Analysis). Redevelopment Reset and renovation of existing income producing properties. Choice Properties REIT 2015 Annual Report 81  Corporate Information Corporate Profile Choice Properties Real Estate Investment Trust is an owner, manager and developer of well-located commercial real estate across Canada. Choice Properties’ portfolio spans approximately 41.6 million square feet of gross leasable area and consists of 519 properties primarily focused on supermarket and drug store anchored shopping centres, stand-alone supermarkets and drug stores, and other retail properties. Choice Properties’ strategy is to create value by enhancing and optimizing its property portfolio, which was built over thirty years by Loblaw, the Trust’s principal tenant, and largest Unitholder. Choice Properties’ strong alliance with Loblaw positions it well for future growth. Conference Call and Webcast Senior management will host a conference call to discuss the results on February 18, 2016 at 10:00AM (ET). To access via teleconference, please dial (647) 427-7450. A playback will be made available two hours after the event at (416) 849-0833, access code: 18882180. To access the conference call via webcast, a link is available at www.choicereit.ca in the “Events and Webcast” section under “News and Events”. Head Office Choice Properties Real Estate Investment Trust 22 St. Clair Avenue East, Suite 500 Toronto, Ontario M4T 2S5 Tel: 416-960-6990 Toll free:1-855-322-2122 Fax: 905-861-2326 Stock Exchange Listing and Symbol The Trust’s Units are listed on the Toronto Stock Exchange and trade under the symbol “CHP.UN” Distribution Policy Choice Properties’ Board retains full discretion with respect to the timing and quantum of distributions. Declared distributions are paid to Unitholders of record at the close of business on the last business day of a month on or about the 15th day of the following month. Independent Auditors KPMG LLP Chartered Professional Accountants Toronto, Canada Registrar and Transfer Agent Canadian Stock Transfer Company Inc. P.O. Box 700, Station B Montreal, QC, H3B 3K3 Tel: (416) 682-3860 Toll free: 1-800-387-0825 (Canada and US) Fax: 1 (888) 249-6189 E-Mail: inquiries@canstockta.com Website: www.canstockta.com Investor Relations Tel: 416-960-6990 Toll free: 1-855-322-2122 Email: investor@choicereit.ca Website: www.choicereit.ca Additional financial information has been filed electronically with various securities regulators in Canada through the System for Electronic Document Analysis and Retrieval (SEDAR), www.sedar.com. Choice Properties holds a conference call shortly following the release of its quarterly results. These calls are archived in the Investor Relations section of the Trust’s website, www.choicereit.ca Trustees Galen G. Weston Executive Chairman and President, Loblaw Christie J.B. Clark2 Corporate Director Michael P. Kitt1,2 Executive Vice President, Canada for Oxford Properties Group John Morrison President and Chief Executive Officer, Choice Properties REIT Graeme Eadie1 Senior Vice President, Head of Real Estate Investments for Canada Pension Plan Investment Board Daniel F. Sullivan2 Corporate Director Kerry D. Adams1,2 President, K. Adams & Associates Limited Michelle Felman2 Corporate Director Paul R. Weiss1 Corporate Director 1 Audit Committee. 2 Governance, Compensation and Nominating Committee. Ce rapport est disponible en français. (This page has been left blank intentionally.) Ce rapport est disponible en français. www.choicereit.ca 

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