Ring Energy
Annual Report 2014

Plain-text annual report

AHEAD OF THE CURVEANNUAL REPORT 2014With a market capitalization of more than $9 billion, RioCan is the largest real estate investment trust in Canada. RioCan has ownership interests in 340 retail properties in some of North America’s most desired markets. Your REIT has 15 major properties under development, coming on stream over the next several years. RioCan’s strength is assured with a seasoned management team, disciplined financial focus, and a quality balance sheet.EDWARD SONSHINE, O.ONT.,Q.C. | Chief Executive OfficerCEO’S LETTER TO UNITHOLDERSRioCan is a pre-eminent North American REIT with a retail focus. Your REIT comprises a dominant Canadian retail platform, and a leading retail portfolio in select markets in the United States. To assure future growth, RioCan is redeveloping existing core assets of key retail sites in major Canadian cities. This report showcases select properties that will transform the lives of customers and communities alike.RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 20142_3AHEAD OF THE CURVEAHEAD OF THE CURVE Ahead of the Curve... | characterizes RioCan’s strategic thinking and operational practices. As an example, a decade ago, RioCan identified, and then acquired, a portfolio of properties in Canada’s six major markets. This strategy was prescient: today, almost 75% of annual revenue in Canada is derived from these six major markets. To further enhance these sites, RioCan has commenced intensifying them. With RioCan’s tenant profile of national and anchor retailers, risk is balanced – and diversified. Of note, 86.5% of our annualized Canadian revenue as at December, 31 2014 is generated by these high-profile tenants. Stable cash flows from these brand-name tenants result in successful, and enduring tenancies. Accordingly, RioCan’s occupancy rate was 97.0% at December 31, 2014. Such success is based on mutually profitable partnerships between RioCan and its leading tenants. RioCan is thinking ahead of the curve in densely populated urban areas that often lack high-quality shopping centres. Brand-name national retailers are also typically under- represented in these markets. Because of the popularity of individuals working, living and enjoying recreational activities in the core of the city, RioCan’s mixed-use properties hold widespread appeal. Instead of a “one-size” fits all template, your REIT develops site-specific solutions, according to neighbourhood, need, desired retail mix, and zoning. RioCan configures innovative spaces that invite the perfect blend of tenants and customers alike. RioCan’s development platform now encompasses a portfolio of properties that will include a residential component. In some cases, RioCan’s residential spaces include condominium units. In others, RioCan will provide rental residential apartments. RioCan has identified fifty of its properties that hold the potential for additional intensification opportunities. These properties are located in our six core Canadian markets primarily in the Greater Toronto Area, and are typically located in the vicinity of substantive transit infrastructure. This intensification and residential development represents the next stage of growth for your Trust. We believe that the addition of a residential component to certain properties will enhance the value of the underlying real estate. These developments will feature a modern design, ideal for customers to visit, shop in, eat at, and in some instances live in. RioCan’s residential platform will offer professional property management, security of tenure, and a host of amenities. A flexible and creative approach to site development for shopping, and living, ensures that RioCan stays ahead of the curve. The residential sector provides a steady and continuous income stream with a growth profile that will serve as a hedge against inflation. The residential component will also provide additional diversification to RioCan’s retail portfolio. In total, RioCan’s objective is to develop as many as 19,000 units over the next ten years. We have identified an initial eight projects that will provide about 3,369 units where zoning applications have been filed or will be in the next several months, the details of which can be found further on in this report. Given the extent of this initiative, RioCan will possess a scale that will result in numerous efficiencies going forward. RioCan owns the underlying land, often at irreplaceable locations, thus giving it the unique opportunity to create a tremendous amount of value. RioCan has established a team to carry forward the residential rental initiative, drawing from its existing areas of expertise. The team is comprised of existing RioCan executives as well as third-party consultants. As this initiative matures, additional resources will be added to the platform to facilitate such growth. In the United States, RioCan operates in the highly populated, northeast, and in four robust markets in Texas: Dallas-Fort Worth, Houston, Austin and San Antonio. RioCan’s business and prospects are strong. Your REIT’s operating FFO increased 5.1% to $517 million for the year ended December 31, 2014 compared to $492 million for 2013. In Canada, RioCan’s leasing team renewed 4.2 million square feet and averaged an 11.4% rental rate increase, amounting to $1.84/sq. foot in 2014. Our management team and the strength of your Trust’s portfolio are designed to address challenges as they arise. As always, I thank you for your continued trust and confidence in RioCan. Edward Sonshine, O.Ont., Q.C. Chief Executive Officer, RioCan Real Estate Investment Trust 4_5RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014AHEAD OF THE CURVEURBAN MARKETSRioCan Yonge Eglinton Centre,Toronto, Ontario | Extensive renovations have been completed at the Yonge Eglinton Centre. A 45,000 sq. foot addition is underway and is expected to be completed mid 2015. New retailers will include Cineplex VIP Theatres and Winners.College and Bathurst, Toronto, Ontario | This conveniently located 1.3 acre site will be developed into a 145,000 sq. foot three storey urban mixed-use building. It includes 300 underground parking spots.Sage Hill, Calgary, Alberta | This large-scale 34-acre site in northwest Calgary is expected to be completed in 2016. Currently, the site is 72% pre-leased. Anchor tenants are Walmart and Loblaws.RioCan Yonge Eglinton Centre, Toronto, Ontario | This popular, midtown Toronto mixed-use complex includes leading retailers such as Indigo Books, Metro Grocery, Pickle Barrel and Urban Outfitters.Northeast Yonge and Eglinton, Toronto, Ontario | This striking development incorporates a 58 floor condominium tower, a 36 floor residential rental tower, and 54,000 sq. feet of retail and commercial space, including a flagship Toronto Dominion Bank branch.Ahead of the Curve Urban Markets | In urban markets, RioCan’s properties are popular attractions designed for convenient shopping, working, eating, and other recreational activities. RioCan’s high-profile sites are often situated at bustling, transit-accessible intersections.AHEAD OF THE CURVEAHEAD OF THE CURVEMIXED USE DEVELOPMENTRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 20146_7AHEAD OF THE CURVEEast Village, Calgary, Alberta | This 2.75 acre site in downtown Calgary features almost 270,000 sq. feet of retail including a key anchor: a 100,000 sq. foot Loblaws. This site features easy LRT and Skyway access, and 300 dedicated parking spots.Yonge & Sheppard, Toronto, Ontario | Positioned at the bustling intersections of Sheppard Avenue and Yonge Street, major retailers include Longos and LA Fitness. The Sheppard Centre includes two office properties, with three adjacent RioCan retail properties. Queen & Portland, Toronto, Ontario | Three storeys of this development are devoted to retail while the other four storeys are residential. Major tenants include Loblaws, Winners and Joe Fresh.King & Portland, Toronto, Ontario | This 400,000 sq. foot mixed-use complex features 20,000 sq. feet of retail, a 200,000 sq. foot office space, and 170,000 sq. feet of residential space.Ahead of the Curve Mixed Use Development | Accommodating space constraints in densely populated urban centres, RioCan designs its mixed-use properties to fulfill an array of shopping needs, and diverse eating and recreational activities. Designated sites combine office and living spaces too. RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 20148_9The Well, Toronto, Ontario | Toronto is abuzz with The Well, a transformative new development situated on 7.7 acres of prime real estate in downtown Toronto. This is the epitome of a mixed-use project, as it combines world-class shopping, living, working and recreation.The Well, Toronto, Ontario | The Well features 1.6 million sq. feet of retail and office space, 940,000 sq. feet of residential rental units, and 466,000 sq. feet of condominium space. RioCan has partnered with Allied Properties REIT and Diamond Corporation. Ahead of the Curve Mixed Use Development | With disciplined financial management and decades of experience in large-scale real estate, RioCan is perfectly positioned to co-manage large-scale projects like The Well, from conception through to completed project.AHEAD OF THE CURVEOUTLET CENTRESTanger Outlets, Cookstown, Ontario | Easily seen from Highway 400, this dynamic complex houses 41 top-tier retailers, including the Coach Factory, Danier Leather Factory Outlet, and Royal Doulton Outlet. Ahead of the Curve Outlet Centres | RioCan’s Outlet Centres are popular destinations, providing easy access and ample parking for diverse retail including high fashion at discount prices, food, sporting goods, health and beauty, and home furnishings. RioCan’s Outlet Centres are frequently visited, and help satisfy the needs of value-conscious consumers.Tanger Outlets, Ottawa, Ontario | Ottawa’s sole outlet centre is a much frequented regional draw. This 300,000 sq. foot site is prominently located beside Highway 417. Development of Phase II is underway, with completion expected in 2016.Ahead of the Curve in Canada NLA of the Canadian portfolio by property type at December 31, 2014 New Format Retail 46.5% Annualized rental revenue of the Canadian portfolio by property type at December 31, 2014 Enclosed Shopping Centre 16.9% Non-Grocery Anchored Centre 5.1% Urban Retail 4.5% Office 4.6% Grocery Anchored Centre 22.4% New Format Retail 43.9% Enclosed Shopping Centre 17.8% Non-Grocery Anchored Centre 4.6% Urban Retail 8.9% Office 5.2% Grocery Anchored Centre 19.6% Top 10 Tenants – Canadian Portfolio As at December 31, 2014, RioCan’s 10 largest tenants in Canada, as measured by annualized gross rental revenue, have the following profile: Tenant name 1 Loblaws/Shoppers Drug Mart (i) 2 Canadian Tire Corporation (ii) 3 Walmart 4 Metro/Super C/Loeb/Food Basics 5 Cineplex/Galaxy Cinemas 6 Winners/HomeSense/Marshalls 7 Target Corporation (iii) 8 Sobey's Inc. 9 Cara/Prime Restaurants 10 Staples/Business Depot Percentage of annualized rental revenue Number of locations NLA (in thousands) Percentage of total NLA Weighted average remaining lease term (years)* 4.9% 4.3% 4.0% 3.9% 3.7% 3.1% 2.3% 1.9% 1.9% 1.7% 31.7% 84 89 28 57 29 69 26 36 110 41 569 2,024 2,020 3,119 2,119 1,336 1,537 2,184 991 472 810 5.1% 5.0% 7.8% 5.3% 3.3% 3.8% 5.5% 2.5% 1.2% 2.0% 16,612 41.5% 7.4 7.9 11.5 6.3 9.3 7.0 12.7 10.4 6.5 5.3 8.5 * Weighted average remaining lease term based on gross annualized rental revenue. (i) Loblaws/Shoppers Drug Mart includes No Frills, Fortinos, Zehrs and Maxi. During 2014, Loblaws acquired Shoppers Drug Mart. Upon closing, Loblaws became RioCan's largest tenant by gross revenue. Comparative period information has not been restated for this acquisition. (ii) Canadian Tire Corporation includes Canadian Tire, PartSource, Mark’s, Sport Mart, Sport Chek, Sports Experts, National Sports and Atmosphere. (iii) On January 15, 2015, Target Corporation announced plans to discontinue its Canadian operations. See "About RioCan - Overview of the Business". 4 1 0 2 T R O P E R L A U N N A T S U R T T N E M T S E V N I E T A T S E L A E R N A C O R I 10_11 Ahead of the Curve in the U.S. NLA of the Canadian portfolio by property type at December 31, 2014 NLA of the U.S. portfolio at December 31, 2014 NLA of the U.S. portfolio by property type at December 31, 2014 Annualized rental revenue of the Canadian portfolio by property type at December 31, 2014 Annualized rental revenue of the U.S. portfolio by State at December 31, 2014 New Format Retail Enclosed Shopping Centre Non-Grocery Anchored Centre 46.5% 16.9% 5.1% 4.5% Office 4.6% 22.4% Urban Retail Grocery Anchored Centre West Virginia 2.5% Virginia 2.5% Connecticut 0.9% Maryland 1.8% Massachusetts 3.0% New Hampshire 2.1% New Jersey 7.1% New York 2.4% Pennsylvania 20.1% Rhode Island 0.7% Texas 56.9% Top 10 Tenants – U.S. Portfolio As at December 31, 2014, RioCan’s 10 largest tenants in the U.S., as measured by annualized gross rental revenue, have the following profile: Tenant name 1 Giant Food Stores/Stop & Shop (Royal Ahold) 2 Best Buy 3 PetSmart 4 Michaels 5 Walmart 6 Ross Dress 7 Office Depot/Office Max 8 Market Street 9 Bed Bath & Beyond 10 Lowes Top 10 Tenants – Canadian Portfolio As at December 31, 2014, RioCan’s 10 largest tenants in Canada, as measured by annualized gross rental revenue, have the following profile: New Format Retail Enclosed Shopping Centre Non-Grocery Anchored Centre 43.9% 17.8% 4.6% 8.9% Office 5.2% 19.6% Urban Retail Grocery Anchored Centre Tenant name 1 Loblaws/Shoppers Drug Mart (i) 2 Canadian Tire Corporation (ii) 3 Walmart 4 Metro/Super C/Loeb/Food Basics 5 Cineplex/Galaxy Cinemas 6 Winners/HomeSense/Marshalls 7 Target Corporation (iii) 8 Sobey's Inc. 9 Cara/Prime Restaurants 10 Staples/Business Depot Percentage of annualized rental revenue Number of locations NLA (in thousands) Percentage of total NLA Weighted average remaining lease term (years)* 4.9% 4.3% 4.0% 3.9% 3.7% 3.1% 2.3% 1.9% 1.9% 1.7% 84 89 28 57 29 69 26 36 110 41 569 2,024 2,020 3,119 2,119 1,336 1,537 2,184 991 472 810 5.1% 5.0% 7.8% 5.3% 3.3% 3.8% 5.5% 2.5% 1.2% 2.0% 7.4 7.9 11.5 6.3 9.3 7.0 12.7 10.4 6.5 5.3 8.5 West Virginia 2.8% Virginia 2.7% Connecticut 1.7% Maryland 1.7% Massachusetts 3.3% New Hampshire 1.7% New Jersey 9.2% New York 1.6% Pennsylvania 21.6% Rhode Island 0.6% Texas 53.1% Percentage of annualized rental revenue Number of locations NLA (in thousands) Percentage of total NLA Weighted average remaining lease term (years)* 1,113 11.1% 11.4 9.9% 3.7% 2.8% 2.6% 2.6% 2.0% 1.9% 1.9% 1.9% 1.7% 24 11 14 14 5 9 11 3 9 3 359 295 291 880 266 215 193 237 476 3.6% 2.9% 2.9% 8.8% 2.6% 2.1% 1.9% 2.4% 4.7% 5.8 4.8 4.3 12.1 4.4 4.6 8.9 5.7 12.3 8.3 * Weighted average remaining lease term based on gross annualized rental revenue. (i) Loblaws/Shoppers Drug Mart includes No Frills, Fortinos, Zehrs and Maxi. During 2014, Loblaws acquired Shoppers Drug Mart. Upon closing, Loblaws became RioCan's largest tenant by gross revenue. Comparative period information has * Weighted average remaining lease term based on gross annualized rental revenue. not been restated for this acquisition. (ii) Canadian Tire Corporation includes Canadian Tire, PartSource, Mark’s, Sport Mart, Sport Chek, Sports Experts, National Sports and Atmosphere. (iii) On January 15, 2015, Target Corporation announced plans to discontinue its Canadian operations. See "About RioCan - Overview of the Business". 31.7% 16,612 41.5% 31.0% 103 4,325 43.0% PROPERTY PORTFOLIO CANADA ALBERTA As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 17004 & 17008 107th Avenue NW Edmonton, AB 5008 5020 97th Street NW, Edmonton, AB Brentwood Village, Calgary, AB East Hills Shopping Centre, Calgary, AB Edmonton Walmart Centre, Edmonton, AB Glenmore Landing, Calgary, AB Jasper Gates Shopping Centre Edmonton, AB Lethbridge Towne Square, Lethbridge, AB Lethbridge Walmart Centre Lethbridge, AB Lowe’s Sunridge Centre, Calgary, AB Mayfield Common, Edmonton, AB 100% 11,963 11,963 100% 50% 40% 40% 50% 100% 100% 100% 100% 50% 11,943 11,943 134,935 269,870 Safeway, London Drugs, Sears Whole Home, Bed Bath & Beyond 52,041 130,102 Walmart 127,714 370,895 Walmart, Golf Town, Totem Building Supplies* 73,356 94,243 146,711 Safeway 149,243 London Drugs, Safeway* 79,396 79,396 London Drugs 276,760 328,260 Walmart, Shoppers Drug Mart, Totem Building 211,416 211,416 Lowe's, Golf Town Supplies* 214,886 429,772 Winners, Save-On-Foods, Value Village, JYSK, World Health Mill Woods Town Centre, Edmonton, AB 40% 236,274 585,705 Safeway (Co-op), Canadian Tire, Target, North Edmonton Cineplex Centre Edmonton, AB Northgate Village Shopping Centre Calgary, AB 100% 75,836 75,836 Cineplex Goodlife Fitness 100% 277,599 404,689 Safeway, Gold's Gym, JYSK, Staples, Home Depot* RioCan Beacon Hill, Calgary, AB 50% 264,037 787,073 Canadian Tire, Winners, Future Shop, Sport Chek, Goodlife Fitness, Home Depot*, Costco* RioCan Centre Grande Prairie Grande Prairie, AB RioCan Centre Grande Prairie II Grande Prairie, AB 100% 235,697 335,697 Rona, London Drugs, Cineplex, Staples, Walmart* 50% 31,707 63,413 Winners, Michaels, JYSK RioCan Meadows, Edmonton, AB 50% 154,608 409,215 Home Depot, Staples, Winners, Best Buy, Loblaws* RioCan Shawnessy, Calgary, AB 50% 234,471 839,586 Target, Sport Chek, Future Shop, Canadian Tire*, Home Depot*, Co-op*, Walmart* RioCan Signal Hill Centre, Calgary, AB 100% 473,373 588,373 Target, Winners, Michaels, Staples, Indigo, Riverbend Square Shopping Centre Edmonton, AB Sage Hill Shopping Centre, Calgary, AB Southbank Centre, Calgary, AB South Edmonton Common, Edmonton, AB 100% 140,990 140,990 Safeway, Shoppers Drug Mart Loblaws* 50% 50% 50% 76,518 72,607 153,035 Walmart 389,449 Winners, Michaels, Home Depot*, Costco* 215,209 981,488 London Drugs, The Brick, Home Outfitters, Old Navy, Home Depot*, Walmart*, Loblaws*, Cineplex*, Staples*, Best Buy* *Non-owned anchor 4 1 0 2 T R O P E R L A U N N A T S U R T T N E M T S E V N I E T A T S E L A E R N A C O R I 12_13 PROPERTY PORTFOLIO As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants South Trail Crossing, Calgary, AB 100% 313,911 463,911 Co-op, Winners, Staples, Sport Chek, Walmart*, Southland Crossing Shopping Centre Calgary, AB 100% 132,063 132,063 Safeway Safeway* Summerwood Shopping Centre, Edmonton, AB 100% The Market at Citadel, Edmonton, AB Timberlea Landing, Fort McMurray, AB 100% 100% 83,980 50,968 83,980 Save-On-Foods, Shoppers Drug Mart 50,968 Shoppers Drug Mart 134,874 134,874 Regional Municipality of Wood Buffalo BRITISH COLUMBIA Abbotsford Power Centre, Abbotsford, BC BMO-1225 Douglas St., Victoria, BC BMO-2219 Oak Bay Ave., Victoria, BC BMO-3290 Grandview Hwy., Vancouver, BC BMO-5710 Victoria Dr., Vancouver, BC BMO-585 England Ave., Courtenay, BC BMO-7075 Kingsway, Burnaby, BC Cambie Street, Vancouver, BC Chahko Mika Mall, Nelson, BC Clearbrook Town Square, Abbotsford, BC Cowichan Commons, Duncan, BC Dilworth Shopping Centre, Kelowna, BC Grandview Corners, Surrey, BC Impact Plaza, Surrey, BC Parkwood Place, Prince George, BC Peninsula Village, South Surrey, BC RioCan Langley Centre, Langley, BC Southwinds Crossing, Oliver, BC 50% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 50% 100% 50% 50% 50% 100% 109,946 459,892 Target, Winners, PetSmart, Costco*, Rona/Revy* 25,133 25,133 3,541 4,454 5,549 5,885 5,010 3,541 4,454 5,549 5,885 5,010 148,215 148,215 Canadian Tire, Best Buy 173,106 173,106 94,481 188,962 Safeway, Staples 186,629 186,629 Walmart 197,058 197,058 Safeway, Staples, JYSK 262,944 610,887 Walmart, Future Shop, Indigo, Home Depot* 133,068 133,068 T&T Supermarket 186,362 372,724 The Bay, Overwaitea, London Drugs, Famous Players, Staples 85,354 170,707 Safeway, London Drugs 190,285 380,569 Sears Whole Home, Chapters, HomeSense 72,972 72,972 Canadian Tire, Buy-Low Foods Strawberry Hill Shopping Centre, Surrey, BC 50% 168,905 337,810 Home Depot, Cineplex, Winners, Chapters, Sport Chek The Junction, Mission, BC 50% 141,267 330,607 Save-On-Foods, Famous Players, London Drugs, Canadian Tire* Tillicum Centre, Victoria, BC 50% 235,937 471,874 Target, Famous Players, Safeway, Winners, London Drugs Vernon Square, Vernon, BC 100% 98,110 151,110 London Drugs, Safeway* MANITOBA Garden City, Winnipeg, MB Kildonan Crossing Shopping Centre Winnipeg, MB 30% 100% 86,341 380,408 Canadian Tire, Winners, Sears* 179,029 179,029 Safeway, PetSmart *Non-owned anchor PROPERTY PORTFOLIO NEW BRUNSWICK As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Brookside Mall, Fredericton, NB 50% 140,604 281,207 Sobeys, The Province of New Brunswick, Corbett Centre, Fredericton, NB Northumberland Square, Miramichi, NB Quispamsis Town Centre, Quispamsis, NB 100% 100% 100% 186,006 158,931 88,034 Goodlife Fitness 281,006 Winners, Home Depot*, Costco* 158,931 88,034 Shoppers Drug Mart, Goodlife Fitness NEWFOUNDLAND Shoppers on Topsail, St. John’s, NFLD 100% 29,690 29,690 Shoppers Drug Mart Trinity Conception Square, Carbonear, NFLD 100% 182,545 182,545 Metro, Walmart NOVA SCOTIA Halifax Walmart Centre, Halifax, NS 50% 68,995 137,990 Walmart ONTARIO 12 Vodden Street, Brampton, ON 100% 1208 & 1216 Dundas Street East, Whitby, ON 100% 32,294 7,697 32,294 7,697 1650-1660 Carling Avenue, Ottawa, ON 1910 Bank Street, Ottawa, ON 2422 Fairview Street, Burlington, ON 2950 Carling Avenue, Ottawa, ON 2955 Bloor Street West, Toronto, ON 2990 Eglinton Avenue East, Toronto, ON 3736 Richmond Road, Ottawa, ON 404 Town Centre, Newmarket, ON 100% 100% 100% 100% 100% 100% 100% 50% 4055-4065 Carlingview Avenue, Ottawa, ON 100% 410 King Street North, Waterloo, ON 410-444 Bathurst Street, Toronto, ON 506 & 510 Hespeler Road, Cambridge, ON 547-563 College Street, Toronto, ON 649 Queen Street West, Toronto, ON 6666 Lundy’s Lane, Niagara Falls, ON 735 Queenston Road, Hamilton, ON 100% 100% 100% 50% 100% 100% 100% 740 Dupont Street, Toronto, ON 100% Adelaide Centre, London, ON Ajax Marketplace, Ajax, ON 100% 100% 4 1 0 2 T R O P E R L A U N N A T S U R T T N E M T S E V N I E T A T S E L A E R N A C O R I 14_15 142,188 142,188 Canadian Tire 6,425 6,221 6,425 6,221 10,442 10,442 Pharma Plus 8,777 6,140 2,938 8,777 6,140 2,938 133,924 267,848 Walmart, Metro 22,496 2,067 16,975 12,515 74,388 14,200 8,434 8,818 25,000 80,998 70,724 22,496 2,067 16,975 12,515 74,388 LCBO 14,200 CB2 8,434 8,818 25,000 80,998 Metro 70,724 Food Basics, Pharma Plus *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Albion Centre, Etobicoke, ON Belleville Stream Centre, Belleville, ON Belleville Walmart Centre, Belleville, ON Bellfront Shopping Centre, Belleville, ON BMO-1293 Bloor Street West, Toronto, ON 50% 100% 100% 100% 100% BMO-145 Woodbridge Avenue, Vaughan, ON 100% BMO-1556 Bank Street, Ottawa, ON BMO-2 King Street West, Bowmanville, ON BMO-200 Ouelette Avenue, Windsor, ON BMO-270 Dundas Street, London, ON BMO-297 King Street East, Kingston, ON BMO-519 Brant Street, Burlington, ON BMO-79 Durham Street, Sudbury, ON BMO-81 King Street West, Hamilton, ON BMO-945 Smyth Road, Ottawa, ON Brant Street Power Centre, Toronto, ON Burlington Mall, Burlington, ON Cambrian Mall, Sault Ste. Marie, ON Campus Estates, Guelph, ON Chapman Mills Marketplace, Ottawa, ON Cherry Hill Centre, Fergus, ON Churchill Plaza, Sault Ste. Marie, ON City View Plaza, Nepean, ON Clarkson Crossing, Mississauga, ON Clarkson Village Shopping Centre Mississauga, ON Colborne Place, Brantford, ON Coliseum Ottawa, Ottawa, ON Collingwood Centre, Collingwood, ON Commissioners Court Plaza, London, ON County Fair Mall, Smiths Falls, ON Dufferin Plaza, Toronto, ON Dundas 427 Marketplace, Mississauga, ON Eagle’s Landing, Vaughan, ON Eastcourt Mall, Cornwall, ON Elmvale Acres, Ottawa, ON Empress Walk, Toronto, ON Fairlawn Plaza, Ottawa, ON 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 50% 100% 100% 75% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Fallingbrook Shopping Centre, Orleans, ON 100% 188,246 376,491 Canadian Tire, Fortinos 89,237 89,237 Stream International 275,410 275,410 Walmart 109,995 159,995 Bed Bath & Beyond, Canadian Tire* 5,683 5,860 4,835 5,584 21,070 21,834 10,079 5,190 24,075 5,550 8,532 5,683 5,860 4,835 5,584 21,070 21,834 10,079 5,190 24,075 5,550 8,532 57,539 115,077 Best Buy, PetSmart, Home Outfitters 318,745 750,643 Canadian Tire, Target, Winners, HomeSense, The Bay* 134,803 316,634 Sport Chek, Winners, Canadian Tire*, Loblaws* 72,861 72,861 No Frills 339,093 567,124 Walmart, Winners, Staples, PetSmart, Loblaws* 73,886 73,886 Zehrs 148,225 148,225 Metro 59,876 59,876 Pharma Plus, PartSource 106,535 213,069 Metro, Canadian Tire, Shoppers Drug Mart 63,844 63,844 HomeSense 70,406 70,406 No Frills 109,260 109,260 Famous Players, Shoppers Drug Mart 199,296 199,296 Fresh Co. (Sobeys), Canadian Tire, Sport Chek, Bed, Bath & Beyond 94,140 94,140 Food Basics 162,640 162,640 Target, Food Basics 65,195 97,860 65,195 Staples 97,860 Staples 177,043 177,043 Metro (Yummy Market) 176,848 176,848 No Frills, Urban Planet, Dollarama, Shoppers Drug Mart 146,696 146,696 Loblaws, Pharma Plus 180,626 238,626 Cineplex, Future Shop, Loblaws* 8,322 97,145 8,322 Sleep Country Canada 97,145 Metro, Shoppers Drug Mart *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Five Points Shopping Centre, Oshawa, ON Flamborough Power Centre Flamborough, ON Flamborough Walmart Centre Flamborough, ON Frontenac Mall, Kingston, ON Galaxy Centre, Owen Sound, ON Garrard & Taunton, Whitby, ON Gates of Fergus, Fergus, ON Glendale Marketplace, Pickering, ON Goderich Walmart Centre, Goderich, ON Goodlife Plaza, St. Catharines, ON Grant Crossing, Ottawa, ON 100% 100% 397,736 181,694 397,736 Target, Metro, Value Village, LA Fitness 181,694 Target, Value Village 100% 303,590 303,590 Walmart, Rona, Staples 30% 100% 100% 50% 100% 100% 100% 60% 84,810 91,563 282,700 Food Basics, Value Village 91,563 No Frills, Cineplex 146,835 146,835 Lowe's 52,983 53,963 96,853 105,965 Target 53,963 Your Independent Grocer, Pharma Plus 204,709 Walmart, Canadian Tire*, Loblaws* 144,983 144,983 Goodlife Fitness, Canadian Tire (Call centre) 135,505 325,842 Winners, HomeSense, Michaels, Value Village, Lowe's* Green Lane Centre, Newmarket, ON 33% 52,890 417,716 Bed Bath & Beyond, Michaels, PetSmart, Halton Hills Shopping Plaza Georgetown, ON Hamilton Highbury Plaza, London, ON Hamilton Walmart Centre, Hamilton, ON Hartsland Market Square, Guelph, ON Hawkesbury Centre, Hawkesbury, ON Heart Lake Town Centre, Brampton, ON Herongate Mall, Ottawa, ON Highbury Shopping Plaza, London, ON Hunt Club Centre, Ottawa, ON Hunt Club Centre II, Ottawa, ON Huron Heights, London, ON Innes Road Centre, Gloucester, ON Kanata Centrum Shopping Centre Kanata, ON 100% 75,724 75,724 Food Basics Costco*, Loblaws* 100% 100% 100% 50% 100% 75% 100% 100% 100% 50% 100% 100% 5,269 5,269 312,993 312,993 Walmart, Winners, Staples 108,719 108,719 Zehrs 37,133 74,266 Price Chopper, Shoppers Drug Mart 126,017 126,017 Metro 50,137 70,981 67,174 66,849 Food Basics, Pharma Plus 70,981 LA Fitness 67,174 Metro 141,820 141,820 Lowe’s 44,982 47,512 89,964 Shoppers Drug Mart 167,512 PetSmart, Costco* 286,445 466,445 Walmart, Chapters, Loblaws, Canadian Tire*, Landmark Cinemas* 158,688 Price Chopper, Value Village, Shoppers Drug Mart 4 1 0 2 T R O P E R L A U N N A T S U R T T N E M T S E V N I E T A T S E L A E R N A C O R I 16_17 Kendalwood Park Plaza, Whitby, ON 50% 79,344 Kennedy Commons, Scarborough, ON 50% 169,846 420,691 The Brick, Metro, Sears Whole Home, Chapters, Keswick Walmart, Keswick, ON King George Square, Belleville, ON King Plaza, Oshawa, ON King & Portland, Toronto, ON Lawrence Square, Toronto, ON 75% 50% 100% 50% 100% LA Fitness, Michaels 120,363 160,484 Walmart 35,993 34,202 38,206 71,985 Metro 34,202 Shoppers Drug Mart 76,412 675,430 675,430 Target, Fortinos, Canadian Tire, Hudson Bay Company Lincoln Fields Shopping Centre, Ottawa, ON 50% 143,739 287,478 Walmart, Loeb London Plaza, London, ON Markington Square, Scarborough, ON 100% 100% 122,183 122,183 Gold's Gym, Value Village 173,032 173,032 Metro, Goodlife Fitness *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Meadow Ridge Plaza, Ajax, ON Meadowlands Power Centre, Ancaster, ON Merivale Market, Ottawa, ON Millcroft Shopping Centre, Burlington, ON Mississauga Plaza, Mississauga, ON New Liskeard Walmart Centre New Liskeard, ON Niagara Falls Plaza, Niagara Falls, ON Niagara Square, Niagara Falls, ON Nortown Centre, Chatham, ON Norwest Plaza, Kingston, ON Oakridge Centre, London, ON Orillia Square Mall, Orillia, ON Pine Plaza, Sault Ste. Marie, ON Queensway Cineplex, Toronto, ON RioCan Centre Barrie, Barrie, ON RioCan Centre Belcourt, Orleans, ON RioCan Centre Burloak, Oakville, ON RioCan Centre Kingston, Kingston, ON RioCan Centre London North, London, ON RioCan Centre London South, London, ON RioCan Centre Merivale, Nepean, ON 100% 100% 75% 50% 100% 100% 100% 30% 50% 100% 100% 100% 100% 50% 100% 60% 50% 100% 100% 100% 100% 111,762 145,605 59,136 159,112 176,305 111,762 Sobeys, Goodlife Fitness 589,209 HomeSense, Future Shop, Sport Chek, Costco*, Home Depot*, Sobeys*, Staples* 78,848 Food Basics, Shoppers Drug Mart 370,456 Target, Metro , Canadian Tire* 176,305 FreshCo (Sobeys) 110,522 155,278 Walmart, Canadian Tire* 80,608 80,608 Foodland, LA Fitness 121,247 404,155 Winners, Future Shop, JYSK, The Brick, Cineplex 35,712 39,916 34,024 71,423 Food Basics 39,916 Goodlife Fitness 139,524 Pharma Plus, CIBC, Loblaws* 320,582 320,582 Target, Canadian Tire, No Frills, The Brick 42,455 61,259 42,455 Food Basics 122,518 Cineplex 244,589 244,589 Mountain Equipment Co-op, Loblaws, Lowe’s 153,479 397,798 Empire Theatres, Goodlife Fitness, Food Basics, Toys R Us, Lowe's* 227,312 552,623 Cineplex, Home Outfitters, Longo's, Home Depot* 632,777 753,822 Cineplex, Sears, Staples, Winners, HomeSense, Old Navy, Home Depot* 105,040 165,040 Chapters, PetSmart, Loblaws* 139,601 139,601 Metro 201,632 201,632 Your Independent Grocer, Winners, Home Outfitters RioCan Centre Milton, Milton, ON 100% 171,465 256,465 Cineplex, LA Fitness, Home Depot* RioCan Centre Newmarket, Newmarket, ON RioCan Centre Sudbury, Sudbury, ON RioCan Centre Vaughan, Vaughan, ON RioCan Centre Windsor, Windsor, ON 40% 50% 100% 100% 26,688 66,721 Mark's Work Wearhouse, Staples 201,899 669,193 Famous Players, Staples, Chapters, Sears, Old Navy, Costco*, Home Depot* 262,336 262,336 Walmart 239,321 349,321 Famous Players, Sears, The Brick, Staples, Costco* RioCan Colossus Centre, Vaughan, ON 100% 460,643 590,643 HomeSense, Golf Town, Marshalls, Cineplex, Costco* RioCan Durham Centre, Ajax, ON 100% 944,290 1,325,290 Walmart, Canadian Tire, Best Buy, Old Navy, Target, Cineplex, Value Village, Winners, Chapters, Sport Chek, HomeSense, Marshalls, Home Depot*, Loblaws*, Costco* RioCan Elgin Mills Crossing Richmond Hill, ON 100% 320,325 441,325 Home Depot* RioCan Fairgrounds, Orangeville, ON 100% 362,980 507,055 Walmart, Future Shop, Cineplex, Price Chopper, Winners, Canadian Tire*, Home Depot* RioCan Georgian Mall, Barrie, ON 100% 510,119 626,634 Winners, Atmosphere, HomeSense, H&M, Victoria’s Secret, Sears* *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants RioCan Grand Park, Mississauga, ON RioCan Gravenhurst, Gravenhurst, ON RioCan Hall, Toronto, ON RioCan Leamington, Leamington, ON RioCan Leaside Centre, Toronto, ON RioCan Marketplace Toronto, Toronto, ON RioCan Niagara Falls, Niagara Falls, ON RioCan Oakville Place, Oakville, ON RioCan Orleans, Cumberland, ON RioCan Renfrew Centre, Renfrew, ON 50% 100% 100% 100% 100% 33% 100% 100% 100% 100% RioCan Scarborough Centre, Scarborough, ON 100% 50% 50% 16% 50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 63% 100% 100% 100% 100% 100% 50% 80% RioCan St. Laurent, Ottawa, ON RioCan Thickson Ridge, Whitby, ON RioCan Thickson Ridge – Bed Bath & Beyond, Whitby, ON RioCan Victoria, Whitby, ON RioCan Warden, Scarborough, ON RioCan West Ridge Place, Orillia, ON RioCan Yonge Eglinton Centre, Toronto, ON RioCentre Brampton, Brampton, ON RioCentre Kanata, Ottawa, ON RioCentre Newmarket, Newmarket, ON RioCentre Oakville, Oakville, ON RioCentre Thornhill, Thornhill, ON Sandalwood Square Shopping Centre Mississauga, ON Sheppard Centre, Toronto, ON Sherwood Forest Mall, London, ON Shoppers City East, Ottawa, ON Shoppers Drug Mart Pembroke Pembroke, ON Shoppers on Argyle, Caledonia, ON Shoppes on Avenue, Toronto, ON Shoppes on Queen West, Toronto, ON Shoppers World Brampton, Brampton, ON Shoppers World Danforth, Toronto, ON Silver City Gloucester, Gloucester, ON South Cambridge Shopping Centre Cambridge, ON 4 1 0 2 T R O P E R L A U N N A T S U R T T N E M T S E V N I E T A T S E L A E R N A C O R I 18_19 59,319 118,637 Winners, Shoppers Drug Mart, Staples 149,548 149,548 Canadian Tire, Sobeys 237,745 237,745 Famous Players, Marshalls, Goodlife Fitness, Michaels 192,889 192,889 Walmart, Metro 133,035 133,035 Canadian Tire, PetSmart 56,482 413,582 Winners, Loblaws*, Home Depot* 268,876 457,925 367,451 Target, Staples, Loblaws, Home Depot* 457,925 The Bay, Sears, H&M 182,251 297,251 Metro, JYSK, Staples, Home Depot* 53,099 127,099 Loblaws* 320,014 156,061 181,535 320,014 Target, Staples, LA Fitness 312,121 Target, Loeb, Winners 493,070 Home Outfitters, Winners, JYSK, Future Shop, PetSmart, HomeSense, Home Depot* 4,374 28,222 Bed Bath & Beyond 49,290 98,579 232,542 232,542 Lowe's, Marshalls, Future Shop 223,008 353,008 Sport Chek, Metro, Cineplex, Home Depot* 1,016,796 1,016,796 Famous Players, Indigo Books, Metro 103,607 103,607 Food Basics 108,562 118,819 108,562 Sobeys, Pharma Plus 118,819 Metro, Shoppers Drug Mart 106,884 106,884 Metro, Shoppers Drug Mart 140,370 140,370 No Frills, Winners, HomeSense 107,060 107,060 Value Village 299,650 599,299 Winners, Goodlife Fitness, Aon Hewitt, BMO 218,203 218,203 Metro, Shoppers Drug Mart, Goodlife Fitness 77,574 17,020 17,024 20,884 89,690 123,525 Shoppers Drug Mart 17,020 Shoppers Drug Mart 17,024 Shoppers Drug Mart 20,884 Bank of Montreal, Pharma Plus 89,690 Loblaws, Winners 689,840 689,840 Target, Canadian Tire, Winners, Staples, Oceans, 164,510 181,778 Bad Boy, Medix 329,019 Target, Metro, Staples 287,223 Famous Players, Chapters, Future Shop, Old Navy, Loblaws* 100% 190,060 190,060 Zehrs, Home Hardware *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants South Hamilton Square, Hamilton, ON 100% 305,292 305,292 Target, Fortinos, Shoppers Drug Mart, Goodlife Southgate Shopping Centre, Ottawa, ON Spring Farm Marketplace, Vaughn, ON Stratford Centre, Stratford, ON Sudbury Place, Sudbury , ON Sunnybrook Plaza, Toronto, ON Tanger Outlets Cookstown, Cookstown, ON Tanger Outlets Ottawa, Ottawa, ON The Stockyards, Toronto, ON Timiskaming Square, New Liskeard, ON Timmins Square OPS, Timmins, ON Trafalgar Ridge Shopping Centre Oakville, ON Trenton Walmart Centre, Trenton, ON Trinity Common Brampton, Brampton, ON Trinity Crossing, Ottawa, ON University Plaza, Dundas, ON Upper James Plaza, Hamilton, ON Victoria Crossing, Scarborough, ON Viewmount Centre, Ottawa, ON Walker Place, Burlington, ON Walker Towne Centre, Windsor, ON West Side Place, Port Colborne, ON Westgate Shopping Centre, Ottawa, ON Wharncliffe Centre, London, ON White Shield Plaza, Toronto, ON Woodview Place, Burlington, ON Yonge & Erskine Avenue, Toronto, ON PRINCE EDWARD ISLAND 100% 100% 100% 100% 100% 50% 50% 50% 100% 30% 100% 100% 100% 100% 100% 100% 100% 50% 50% 100% 100% 100% 100% 100% 100% 50% 72,774 73,077 158,736 144,442 50,980 152,161 133,452 259,053 160,777 117,150 131,251 147,416 662,185 191,464 183,780 126,252 64,707 65,385 34,929 39,788 93,123 Fitness 72,774 Metro, Shoppers Drug Mart 73,077 Sobeys, Shoppers Drug Mart 158,736 Target, Metro 200,186 Target, Your Independent Grocer* 50,980 Pharma Plus, CIBC 304,321 Under Armour, Nike, Polo Ralph Lauren 266,903 Polo Ralph Lauren, Old Navy, Nike 518,106 Target, Sport Chek, PetSmart, Winners, HomeSense, Old Navy 160,777 Food Basics 390,501 Sears, No Frills, Winners, Sport Chek, Urban Planet 131,251 Goodlife Fitness, HomeSense 147,416 Walmart 877,185 Target, Famous Players, Metro, Winners, HomeSense, Future Shop, Staples, Sport Chek, Canadian Tire*, Home Depot* 371,464 Michaels, HomeSense, Value Village, Loblaws* 183,780 Metro, Shoppers Drug Mart 126,252 Canadian Tire, Metro 64,707 FreshCo (Sobeys) 130,770 Metro, Best Buy, HomeSense 69,857 FreshCo (Sobeys) 39,788 93,123 No Frills 167,964 167,964 Shoppers Drug Mart 60,711 162,601 147,852 3,578 60,711 No Frills 162,601 Lone Thai Grocery (Metro) 147,852 Metro, JYSK, Chapters 7,156 TD Canada Trust Charlottetown Mall, Charlottetown, PEI 50% 166,173 332,345 Target, Loblaws Atlantic Superstore, Winners, Sport Chek QUEBEC 2335 Lapiniere Boulevard, Brossard, PQ 541 Saint-Joseph Boulevard Gatineau, PQ 100% 100% 2,259 2,584 2,259 2,584 *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants BMO-279 Rue St Charles Ouest Longueuil, PQ Centre Carnaval LaSalle, LaSalle, PQ Centre Carnaval Montreal, Montreal, PQ Centre Carnaval Pierrefonds Pierrefonds, PQ Centre Carnaval Trois Rivieres Trois Rivieres, PQ Centre Jacques Cartier, Longueuil, PQ Centre La Prairie, La Prairie, PQ Centre Regional Chateauguay Chateauguay, PQ Centre Rene A. Robert Centre Ste. Therese, PQ Centre RioCan Kirkland, Kirkland, PQ Centre Sicard, Ste. Therese, PQ Centre St. Jean St. Jean Sur Richelieu, PQ Centre St. Julie, Ste. Julie, PQ Centre St. Martin, Laval, PQ Centre Concorde, Laval, PQ Desserte Ouest, Laval, PQ Galeries Laurentides, St. Antoine, PQ Galeries Mille-Iles, Rosemere, PQ Granby, Granby, PQ Lachute Walmart Centre, Lachute, PQ Les Factories Tanger Bromont Bromont, PQ Les Factories Tanger St. Sauveur Prevost, PQ Les Galeries Lachine, Montreal, PQ Levis, Levis, PQ Mega Centre Notre Dame Sainte Dorothée, PQ Mega Centre Rive-Sud, Levis, PQ Place Carnaval Laval, Laval, PQ Place Newman, LaSalle, PQ RioCan Gatineau, Gatineau, PQ RioCan Greenfield, Greenfield Park, PQ RioCan La Gappe, Gatineau, PQ Shoppers Drug Mart Repentigny Repentigny, PQ 100% 6,714 6,714 100% 100% 100% 209,788 209,788 Super C, L’Aubainerie 67,815 67,815 Super C 129,417 129,417 Super C 100% 112,888 112,888 Super C, Rossy 50% 50% 50% 109,095 218,189 IGA, Guzzo Cinema, Value Village 34,541 69,081 Sobeys 100,151 200,302 Super C 50% 37,587 75,173 Sobeys 100% 100% 100% 50% 100% 50% 50% 100% 100% 100% 100% 50% 320,088 106,960 103,278 320,088 Famous Players, Staples, Winners 106,960 IGA, Jean Coutu 103,278 Sobeys 30,389 60,778 Sobeys 245,338 245,338 Provigo, Pharmaprix, L’Aubainerie 31,649 58,074 451,784 255,915 49,556 75,682 81,208 63,298 Sobeys 116,147 Target 451,784 Maxi 255,915 Staples, Maxi 49,556 L’Aubainerie 110,682 Walmart, Loblaws* 162,415 Urban Planet, Atmosphere 50% 57,849 115,697 Atmosphere, Nike 100% 100% 100% 100% 100% 100% 50% 50% 100% 100% 171,667 171,667 Maxi, Rossy 18,988 18,988 425,430 494,983 Winners, Sports Experts, Super C*, Shoppers Drug Mart* 207,215 108,339 189,546 143,254 188,106 344,192 17,050 207,215 Walmart, Canadian Tire*, Home Depot* 108,339 Super C, Jean Coutu 189,546 Maxi, Winners, Rossy 286,507 Walmart, Canadian Tire, Super C 376,211 Maxi, Winners, Staples, Guzzo Cinemas 344,192 Walmart, Winners, Golf Town 17,050 Shoppers Drug Mart Silver City Hull, Hull, PQ 100% 84,590 469,590 Famous Players, Rona*, Walmart*, Maxi*, Staples*, Winners* *Non-owned anchor 4 1 0 2 T R O P E R L A U N N A T S U R T T N E M T S E V N I E T A T S E L A E R N A C O R I 20_21 PROPERTY PORTFOLIO As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants St. Hyacinthe Walmart Centre Ste. Hyacinthe, PQ Vaudreuil Shopping Centre Vaudreuil-Dorion, PQ SASKATCHEWAN 100% 166,892 254,392 Walmart, Staples, Canadian Tire* 100% 117,965 197,965 Golf Town, Staples, Canadian Tire*, Super C* Parkland Mall, Yorkton, SA 100% 267,358 267,358 Canadian Tire, Value Village *Non-owned anchor PROPERTY PORTFOLIO UNITED STATES CONNECTICUT As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Montville Commons, Montville, CT Stop N Shop Plaza, Bridgeport, CT MASSACHUSETTS Northwoods Crossing, Taunton, MA Shaws Plaza, Raynham, MA MARYLAND 100% 100% 100% 100% 117,866 236,672 Stop & Shop, Home Depot* 54,510 54,510 159,562 159,562 BJ's Wholesale Club 175,842 175,842 Shaw's, Marshalls, PetSmart First Colony Center, California, MD Marlboro Crossroads, Upper Marlboro, MD 100% 100% 98,186 67,975 357,383 Target*, Lowe’s* 67,975 Giant Foods NEW HAMPSHIRE Village Shoppes at Salem, Salem, NH 100% 170,270 170,270 Sports Authority, PetSmart NEW JERSEY Cross Keys, Turnersville, NJ 100% 148,173 253,173 Sports Authority, Bed Bath & Beyond, AC Moore, Home Depot* Deptford Landing, Deptford, NJ Sunrise Plaza, Forked River, NJ 100% 100% 517,097 260,895 517,097 Walmart, Sam’s Club, hhgregg, Michaels, PetSmart 260,895 Home Depot, Kohl’s NEW YORK Beekman Stop N Shop, Beekman, NY Huntington Square, East Northport, NY PENNSYLVANIA Blue Mountain Commons, Harrisburg, PA Columbus Crossing, Philadelphia, PA Creekview Center, Warrington, PA Exeter Commons, Exeter, PA Gettysburg Marketplace, Gettysburg, PA Loyal Plaza, Williamsport, PA Monroe Marketplace, Selinsgrove, PA Northland Center, State College, PA Pitney Road, Lancaster, PA 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 4 1 0 2 T R O P E R L A U N N A T S U R T T N E M T S E V N I E T A T S E L A E R N A C O R I 22_23 40,415 40,415 Giant Foods 116,221 116,221 Stop & Shop, Best Buy 123,353 142,166 136,423 123,353 Giant 142,166 Super Fresh, Old Navy, AC Moore 425,339 Giant, LA Fitness, Bed Bath & Beyond, Lowe’s*, Target* 361,095 493,965 Lowe’s, Giant Foods Supermarket, Staples, Target* 82,789 293,825 364,930 82,789 Giant Foods 293,825 Kmart, Staples, Giant Foods 491,772 Giant Foods, Kohl’s, Dick’s Sporting Goods, Best Buy, Target* 111,496 111,496 Giant Foods 45,915 183,848 Best Buy, Lowe’s* *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2014 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Sunset Crossing, Dickson City, PA Town Square Plaza, Muhlenberg, PA York Marketplace, York, PA 100% 100% 100% 74,142 127,678 305,410 74,142 Giant Foods 254,678 Giant Foods, PetSmart, AC Moore, Target* 305,410 Giant Foods, Lowe’s, Office Max RHODE ISLAND Super Stop & Shop Plaza, Richmond, RI 100% 60,488 60,488 Stop & Shop TEXAS 1890 Ranch, Austin, TX 100% 486,896 793,896 Cinemark, Gold’s Gym, PetSmart, Ross Stores, Target*, Hobby Lobby* Alamo Ranch, San Antonio, TX 100% 468,046 843,046 Dick’s Sporting Goods, Best Buy, Ross Stores, Arbor Park, San Antonio, TX Bear Creek, Houston, TX Bird Creek, Temple, TX Cinco Ranch, Dallas, TX Marshalls, PetSmart 139,718 139,718 Ross Stores, Michaels, Sprouts 87,912 87,912 HEB 124,941 388,975 Best Buy, PetSmart, Target*, Home Depot* 97,761 271,761 SuperTarget* 100% 100% 100% 100% Great Southwest Crossing, Grand Prairie, TX 100% 153,105 283,173 Office Depot, PetSmart, Kroger, Sam’s Club* Ingram Hills Shopping Center, San Antonio, TX 100% Las Colinas Village, Irving, TX Las Palmas Marketplace El Paso, TX 100% 100% 80,347 104,741 637,290 80,347 La Fiesta 104,741 Staples 717,290 Lowe’s, Kohl’s, Bed Bath & Beyond, Ross Stores, Cinemark* Lincoln Square, Arlington, TX 100% 471,577 471,577 Ross Stores, PetSmart, Stein Mart, Bed Bath & Louetta Central, Houston, TX Market Street Colleyville, Dallas, TX Market Street Stonebridge, Dallas, TX Montgomery Plaza, Fort Worth, TX Riverpark Shopping Center I, II Sugar Land, TX Riverwalk Market, Flower Mound, TX Southpark Meadows I, II Austin, TX Suntree Square, Southlake, TX Timber Creek, Dallas, TX VIRGINIA 179,995 391,995 Kohl’s, Ross Stores, Walmart* Beyond 72,617 88,389 232,897 317,340 72,617 Market Street 88,389 Market Street 465,011 Marshalls, Ross Stores, PetSmart, SuperTarget* 317,340 HEB, Walgreen’s, LA Fitness, Dollar Tree, Gander Mountain 82,455 82,455 Market Street 921,141 1,071,141 Walmart, PetSmart, J.C. Penny, Hobby Lobby, Sports Authority, Bealls, Best Buy, Ross Stores, Marshalls, Target* 99,269 99,269 Tom Thumb 473,924 473,924 Walmart, Sam’s Club, JC Penny 100% 100% 100% 80% 100% 100% 100% 100% 100% New River Valley, Christianburg, VA Towne Crossing, Richmond, VA 100% 100% 164,663 111,016 164,663 Best Buy, Ross Stores, Bed Bath & Beyond, Staples 111,016 Bed Bath & Beyond, Michaels WEST VIRGINIA The Commons, Martinsburg, WV 100% 277,296 405,119 Dick’s Sporting Goods, Best Buy, TJ Maxx, PetSmart, Target* *Non-owned anchor REAL ESTATE PORTFOLIO KEY FACTS as at December 31, 2014 (all metrics stated at RioCan's interest) Net Leasable Area (“NLA”) (sq.ft.): Income Producing Properties Properties Under Development Total Number of Tenancies Portfolio Occupancy Retail Office Total Geographic Diversification Ontario Quebec Alberta British Columbia Other Canada Northeastern United States Texas Canadian Properties US Properties Retail Office Total Retail Office Total 38,165,713 1,828,189 39,993,902 10,030,675 3,896,248 — 3,896,248 — 42,061,961 1,828,189 43,890,150 10,030,675 — — — 10,030,675 — 10,030,675 Canadian Properties US Properties 97.0% 97.5% 97.0% 97.1% — 97.1% Percentage of annualized rental revenue 57.1% 9.1% 9.9% 5.2% 2.3% 7.1% 9.3% 100.0% Income producing properties 179 41 29 17 11 28 20 325 Number of properties Properties under development 11 — 4 — — — — 15 Grand Total 50,024,577 3,896,248 53,920,825 7,771 Total 97.0% 97.5% 97.0% Total 190 41 33 17 11 28 20 340 Anchor and National Tenants (including U.S.) Top Ten Sources of Revenue by Tenant (including U.S.) Percentage of annualized rental revenue Percentage of total NLA 86.4% 86.9% Rank Tenant 1 2 3 4 5 6 7 8 9 Loblaws/Shoppers Drug Mart (i) Walmart Canadian Tire Corporation (ii) Metro/Super C/Loeb/Food Basics Cineplex/Galaxy Cinemas Winners/HomeSense/Marshalls/TJ Max Target Corporation Staples/Business Depot Sobey's Inc. 10 Cara/Prime Restaurants Total Percentage of annualized rental revenue Weighted average remaining lease term (yrs) 4.1% 3.7% 3.5% 3.1% 3.0% 2.7% 1.9% 1.6% 1.6% 1.5% 26.7% 7.4 11.5 7.9 6.3 9.3 6.9 12.7 5.2 10.4 6.5 8.5 Loblaws/Shoppers Drug Mart includes No Frills, Fortinos, Zehrs and Maxi. (i) (ii) Canadian Tire Corporation includes Canadian Tire, PartSource, Mark’s, Sport Mart, Sport Chek, Sports Experts, National Sports and Atmosphere. REAL ESTATE PORTFOLIO KEY FACTS RioCan’s lease expiries for the Canadian, U.S. and total portfolio, at RioCan’s interest, by property type for the next five years are as follows: Lease Expiries - Canada Retail Class New Format Retail Grocery Anchored Centre Enclosed Shopping Centre Non-Grocery Anchored Centre Urban Retail Office Total Total NLA 18,594,613 8,939,695 6,771,285 2,049,855 1,810,265 1,828,189 Lease expiries (NLA) 2015 2016 2017 2018 2019 1,575,962 1,918,743 1,595,714 2,121,844 2,497,735 8.5% 959,898 10.7% 895,095 13.2% 254,740 12.4% 67,110 3.7% 195,785 10.7% 10.3% 8.6% 11.4% 13.4% 1,144,786 1,239,523 1,167,515 1,363,012 12.8% 971,163 14.3% 228,785 11.2% 78,381 4.3% 245,285 13.4% 13.9% 564,304 8.3% 88,429 4.3% 112,664 6.2% 197,031 10.8% 13.1% 618,792 9.1% 143,808 7.0% 272,984 15.1% 254,486 13.9% 15.2% 627,916 9.3% 164,537 8.0% 275,948.5 15.2% 219,520 12.0% 39,993,902 3,948,590 4,587,143 3,797,665 4,579,429 5,148,669 9.9% 11.5% 9.5% 11.5% 12.9% Average net rent per square foot $ 16.69 $ 17.54 $ 17.30 $ 18.82 $ 17.52 $ 17.19 Lease Expiries - U.S. Retail Class New Format Retail Grocery Anchored Centre Non-Grocery Anchored Centre Total Total NLA 7,109,609 2,685,221 235,845 10,030,675 2015 538,843 7.6% 169,431 6.3% 27,495 11.7% 735,769 7.3% Lease expiries (NLA) 2016 232,029 3.3% 266,247 9.9% 3,508 1.5% 501,784 5.0% 2017 507,363 7.1% 205,248 7.6% 18,150 7.7% 2018 710,903 10.0% 319,735 11.9% 28,269 12.0% 2019 1,237,920 17.4% 247,149 9.2% 41,500 17.6% 730,761 1,058,907 1,526,569 7.3% 10.6% 15.2% Average net rent per square foot (U.S. dollars) $ 14.01 $ 19.34 $ 16.70 $ 17.45 $ 16.79 $ 15.11 Lease Expiries - Total Retail Class New Format Retail Total NLA 25,704,222 2015 2016 2017 2018 2019 2,114,805 2,150,772 2,103,077 2,832,747 3,735,655 8.2% 8.4% 8.2% 11.0% 14.5% Lease expiries (NLA) Grocery Anchored Centre 11,624,916 1,129,329 1,411,033 1,444,771 1,487,250 1,610,161 Enclosed Shopping Centre Non-Grocery Anchored Centre Urban Retail Office Total 6,771,285 2,285,700 1,810,265 1,828,189 9.7% 895,095 13.2% 282,235 12.3% 67,110 3.7% 195,785 10.7% 12.1% 971,163 14.3% 232,293 10.2% 78,381 4.3% 245,285 13.4% 12.4% 564,304 8.3% 106,579 4.7% 112,664 6.2% 197,031 10.8% 12.8% 618,792 9.1% 172,077 7.5% 272,984 15.1% 254,486 13.9% 13.9% 627,916 9.3% 206,037 9.0% 275,949 15.2% 219,520 12.0% 50,024,577 4,684,359 5,088,927 4,528,426 5,638,336 6,675,238 9.4% 10.2% 9.1% 11.3% 13.3% Average net rent per square foot $ 16.15 $ 17.82 $ 17.24 $ 18.60 $ 17.38 $ 16.70 AHEAD OF THE CURVE RioCan FINANCIAL REVIEW MANAGEMENT’S DISCUSSION AND ANALYSIS TABLE OF CONTENTS Management’s Discussion and Analysis 27 ABOUT THIS MANAGEMENT’S DISCUSSION AND ANALYSIS 27 FORWARD-LOOKING INFORMATION 28 ABOUT RIOCAN 29 PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES Reconciliation of Net Earnings to Net Earnings at RioCan’s Interest 2014 FINANCIAL HIGHLIGHTS 2014 OPERATING HIGHLIGHTS 31 2014 CHANGES IN ACCOUNTING POLICY 33 OPERATIONAL AND FINANCIAL INFORMATION 42 43 45 CAPITAL MANAGEMENT 46 OUTLOOK AND STRATEGY 48 CORPORATE SOCIAL RESPONSIBILITY 50 OCCUPANCY 60 RESULTS OF OPERATIONS 61 67 68 Results of Operations – RioCan’s Interest Operating Funds from Operations (OFFO) & Adjusted Funds From Operations (AFFO) Net Operating Income 70 75 Other Revenue 76 Other Expenses 78 ASSET PROFILE 78 79 79 85 Investment Property Income Properties Acquisitions During 2014 Capital Expenditures on Income Properties Mortgages and Loans Receivable Capital Structure Debt and Leverage Metrics Debt Revolving Lines of Credit Debentures Payable Joint Operations and Partnership Activities Properties Under Development Development Property Acquisitions Development Pipeline Summary 86 89 91 94 105 105 RELATED PARTY TRANSACTIONS 106 CAPITAL STRATEGY AND RESOURCES 107 107 108 109 109 110 111 111 113 114 114 115 116 116 118 SELECTED QUARTERLY CONSOLIDATED INFORMATION 118 SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES 119 FUTURE CHANGES IN ACCOUNTING POLICIES 120 CONTROLS AND PROCEDURES 121 RISKS AND UNCERTAINTIES Aggregate Maturities Trust Units Preferred Units Guarantees Liquidity Deferred Income Taxes Distributions to Unitholders Mortgages Payable and Lines of Credit - RioCan’s Interest Hedging Activities 4 1 0 2 T R O P E R L A U N N A T S U R T T N E M T S E V N I E T A T S E L A E R N A C O R I 26_27 MANAGEMENT’S DISCUSSION AND ANALYSIS ABOUT THIS MANAGEMENT'S DISCUSSION AND ANALYSIS This Management’s Discussion and Analysis (MD&A) relates to the year ended December 31, 2014, which reflects the 12-month period from January 1, 2014 to December 31, 2014 (2014). All references to “2013” refer to the 12-month period from January 1, 2013 to December 31, 2013. All references to "2012" refer to the 12-month period from January 1, 2012 to December 31, 2012. All references to "Q4 2014" refers to the three months ended December 31, 2014 and all references to "Q4 2013" refers to the three months ended December 31, 2013. Unless the context indicates otherwise, all references to “RioCan” and "the Trust” in this MD&A refer to RioCan Real Estate Investment Trust and its consolidated operations. All references to the Trust’s “units” refer collectively to RioCan common trust units, Cumulative Rate Reset Preferred Trust Units, Series A (Preferred Units, Series A) and Cumulative Rate Reset Preferred Trust Units, Series C (Preferred Units, Series C). All references to the Trust’s “unitholders” refer collectively to holders of RioCan common trust units, holders of Preferred Units, Series A and holders of Preferred Units, Series C. All references to “Units” or “Unitholders” refer to RioCan’s common trust units and holders thereof. All references to “Preferred Units” refer to the Preferred Units, Series A and the Preferred Units, Series C. All references to “management” refer to the trustees and senior officers of RioCan, unless otherwise stated. This MD&A has been prepared with an effective date of February 12, 2015, and should be read in conjunction with the audited annual consolidated financial statements for the years ended December 31, 2014 and 2013 (2014 Annual Financial Statements). These documents, as well as additional information relating to RioCan, including RioCan’s Annual Information Form (AIF), can be accessed at www.riocan.com and at www.sedar.com. Certain comparative amounts have been reclassified to conform to the current period's presentation. The Trust’s Audit Committee has reviewed and approved this document and, prior to its release, the RioCan Board of Trustees (Board of Trustees) approved it, on the Audit Committee's recommendation. FORWARD-LOOKING INFORMATION Certain information included in this MD&A contains forward-looking information within the meaning of applicable Canadian securities laws. This information includes, but is not limited to, statements made in “About RioCan”, “2014 Financial Highlights”, “Outlook and Strategy”, “Asset Profile”, “Capital Strategy and Resources”, and other statements concerning RioCan’s objectives, its strategies to achieve those objectives, as well as statements with respect to management’s beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plan”, “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. All forward-looking information in this MD&A is qualified by these cautionary statements. Forward-looking information is not a guarantee of future events or performance and, by its nature, is based on RioCan’s current estimates and assumptions, which are subject to numerous risks and uncertainties, including those described under “Risks and Uncertainties” in this MD&A which could cause actual events or results to differ materially from the forward-looking information contained in this MD&A. Those risks and uncertainties include, but are not limited to, those related to: liquidity and general market conditions; tenant concentrations and related risk of bankruptcy, occupancy levels and defaults; lease renewals and rental increases; retailer competition; access to debt and equity capital; interest rate and financing risk; joint ventures and partnerships; the relative illiquidity of real property; unexpected costs or liabilities related to acquisitions and dispositions; development risk associated with construction commitments, project costs and related approvals; environmental matters; litigation; reliance on key personnel; management information systems; unitholder liability; income and indirect taxes; U.S. investments, property management and foreign currency risk; and credit ratings. RioCan currently qualifies as a real estate investment trust for tax purposes and intends to continue to qualify for future years. The Income Tax Act (Canada) contains provisions which potentially impose tax on publicly traded trusts which qualify as specified investment flow-through entities (the SIFT Provisions). However, the SIFT Provisions do not impose tax on a publicly traded trust which qualifies as a real estate investment trust (REIT). Should RioCan no longer qualify as a REIT under the SIFT Provisions, certain statements contained in this MD&A may need to be modified. Other factors, such as general economic conditions, including interest rate and foreign exchange rate fluctuations, may also have an effect on RioCan’s results of operations. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: a stable retail environment; relatively low and stable interest costs; a continuing trend toward land use intensification in high growth and urban markets; access to equity and debt capital markets to fund, at acceptable costs, future capital requirements and to enable the Trust to refinance debts as they mature; and the availability of investment opportunities for growth in Canada and the U.S. For a description of additional risks that could cause actual results to materially differ from management’s current expectations, see “Risks and Uncertainties” in this MD&A and “Risks and Uncertainties” in RioCan’s AIF. Although the forward-looking information contained in this MD&A is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with this forward-looking information. Certain statements included in this MD&A may be considered “financial outlook” for purposes of applicable Canadian securities laws, and as such the financial outlook may not be appropriate for purposes other than this MD&A. The forward-looking information contained in this MD&A is made as of the date of this MD&A, and should not be relied upon as representing RioCan’s views as of any date subsequent to the date of this MD&A. Except as required by applicable law, management undertakes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise. 27 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS ABOUT RIOCAN RioCan is an unincorporated “closed-end” trust governed by the laws of the Province of Ontario and constituted pursuant to a declaration of trust dated November 30, 1993, as most recently amended and restated on June 5, 2013 (the Declaration). The Units are listed on the Toronto Stock Exchange (TSX) under the symbol REI.UN. The Preferred Units, Series A and Preferred Units, Series C are listed on the TSX under the symbols REI.PR.A and REI.PR.C, respectively. Overview of the Business RioCan is Canada’s largest REIT, with a total enterprise value of approximately $15.1 billion as at December 31, 2014. RioCan owns and manages Canada’s largest portfolio of shopping centres, with ownership interests in a portfolio of 340 retail properties in Canada and the United States (U.S.) combined, including 15 under development, containing an aggregate of 79.1 million square feet as at December 31, 2014 (53.9 million square feet at RioCan’s interest). RioCan’s Canadian portfolio, as of December 31, 2014, comprises 292 shopping centres, including grocery anchored, new format retail, urban retail, mixed use, and non-grocery anchored centres. Of these properties, 199 are properties held through outright ownership (195 income properties and 4 properties under development), while 93 centres, including 11 under development, are co-owned with 22 partners through joint arrangements. RioCan’s primary joint arrangements in Canada are with Allied Properties REIT (Allied), Canada Pension Plan Investment Board (CPPIB), Kimco Realty Corporation (Kimco), KingSett Capital (KingSett), Tanger Factory Outlet Centers, Inc. (Tanger), and Trinity Development Group (Trinity). RioCan’s long-standing joint venture partner, Kimco, represents the Trust’s largest Canadian joint venture partnership, comprising ownership of 46 income properties and total assets of over $2.6 billion, on a 100% basis. For further details on the Trust’s joint venture relationships, refer to the section entitled “Joint Operations and Partnership Activities.” As of December 31, 2014, RioCan’s U.S. portfolio is comprised of 48 shopping centres, predominantly grocery anchored and new format retail centres. All but one of these assets are 100% owned and operated by RioCan and this centre is held through a joint venture arrangement with Kimco. On January 15, 2015, Target Corporation (Target) announced plans to discontinue its Canadian operations through its indirect wholly-owned subsidiary, Target Canada, and that it was utilizing the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) to wind down its operations. As at December 31, 2014, RioCan has 26 locations under lease with Target Canada representing approximately 1.9% of RioCan’s total annualized rental revenue with an average remaining lease term of approximately 12.7 years. All but one of these leases are guaranteed through an indemnity arrangement with Target, generally for the lesser of (i) the remaining term of each lease and (ii) ten years. The one lease that is not covered by the Target indemnity is guaranteed by Walmart Canada. Under IFRS, the fair value measurement of properties reflect conditions inherent at the measurement date, but not conditions arising after the measurement date. Property valuation of these locations reflects inputs that market participants would consider applicable as of the date of the valuation, including appropriate assumptions about future occupancy rates, but would not reflect adjustments based on events arising after such date, such as the actual timing of departure of Target from the Canadian market and its related CCAA proceedings. The aggregate IFRS fair value of the real estate properties where Target Canada occupies a tenancy was reflected at December 31, 2014 at a value of approximately $2 billion. Consistent with past practice, RioCan will seek to re-lease vacant spaces that are ultimately created by Target’s withdrawal from the Canadian market, which ability to re- lease will be subject to certain risks, including with respect to the ability to release the vacant spaces (subject to the CCAA proceedings), the timing of releasing and the terms of any such releasing which may or may not be more beneficial to RioCan than the existing lease terms with Target Canada. Some of RioCan’s retail lease agreements include co-tenancy clauses which allow the tenant to pay a reduced rent amount and, in certain instances, terminate the lease if RioCan fails to maintain certain occupancy levels or retain certain anchor tenancies, including Target Canada. See "Risks and Uncertainties - Ownership of Real Estate - Tenant Bankruptcies and Lease Renewals and Rental Increases." As of the date hereof, management cannot reasonably estimate the future financial impact to RioCan of Target's decision to exit the Canadian market for reasons including, but not limited to, the following: uncertainty with respect to the CCAA proceedings relating to the liquidation and wind-down of Target Canada; uncertainty pertaining to the nature and timing of the sale of Target Canada's real estate assets; and, more generally, the early stage of proceedings and communications amongst RioCan and its advisors, Target, tenants, the Court and other stakeholders following the recent announcement of Target’s exit plan. As such, the Trust has not adjusted any financial information contained in this MD&A related to the Target announcement or presented any pro-forma information, as of the date hereof, and for the years ended December 31, 2014, 2013 and 2012. The Trust’s purpose is to deliver to its Unitholders stable and reliable cash distributions that increase over the long term. The Trust accomplishes this goal by following a core strategy of owning, operating, and developing (including redeveloping and intensifying) retail properties consisting of all retail formats, as well as mixed use real estate (which includes retail, office and residential). RioCan has grown its business by using prudent strategies, core competencies, conservative financial leverage and capital management, long-term strategic partnerships and by adapting to trends in commercial real estate. Its investment strategy is to focus on stable, lower risk, retail properties in either stable or high growth urban markets in order to create stable and, over time, growing cash flows from the property portfolio. At any given time, RioCan could be discussing the purchase of new properties or the disposition of existing properties, purchasing or holding marketable securities of real estate related entities and/or negotiating joint venture arrangements related to the acquisition, holding or development of real estate. Consistent with the foregoing, RioCan is regularly engaged in discussions with respect to possible acquisitions of new properties, disposition of existing properties in RioCan's portfolio and other real estate investment arrangements. 28 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Due to RioCan’s focus on major urban markets, RioCan has significant opportunities to redevelop and intensify urban properties. These activities can significantly increase cash flows and value where additional density is created. These activities will lead to increased ownership in urban mixed-use properties that will result in the development of residential property, as appropriate. Depending on the circumstances, RioCan may own the residential component as rental properties, or decide to sell the density to generate capital through transaction gains. The specific retail assets in which RioCan currently invests are: • New format retail centres New format retail centres (or power centres) are large aggregations of dominant retailers grouped together at high traffic and easily accessible locations. These unenclosed campus-style centres are generally anchored by supermarkets and/or junior department stores and may include entertainment (movie theatres and restaurants) and fashion components. • Neighbourhood convenience unenclosed centres Neighbourhood convenience unenclosed centres are generally supermarket and/or junior department store anchored shopping centres, typically comprising between 60,000 to 250,000 square feet of leasable area. Other tenants generally include drug stores, restaurants, banks and other service providers. • Enclosed shopping centres Enclosed shopping centres are generally large retail complexes containing stores, restaurants and other facilities with interior common areas with access to all retail units. Typically these centres have one or more anchor tenants and are located close to or in larger population centres. • Urban retail properties Urban retail properties are high-quality, innovative, multi-level format retail centres located in major urban markets. The centres are situated in high-density locations and may sometimes be part of a multi-use complex, thereby including office space and/or a residential component as part of the property. The residential component includes either condominium buildings and/or rental apartments. • Outlet shopping centres RioCan’s joint venture arrangement with Tanger introduced the outlet shopping centre concept to RioCan’s portfolio. Outlet shopping centres provide an opportunity for customers to purchase directly from the manufacturer at substantial savings. RioCan and Tanger own and are in the process of developing a number of outlet centres across Canada. The outlet centres will be similar in concept and design to those within Tanger’s existing U.S. portfolio, which are characterized by a tenant mix of leading designer and brand-name manufacturers having a typical size of approximately 300,000 to 350,000 square feet. The locations of the planned centres are intended to be within close proximity to larger urban markets and tourist areas across Canada. PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES Presentation of Financial Information Unless otherwise specified herein, financial results, including related historical comparatives, contained in this MD&A are based on RioCan’s 2014 Annual Financial Statements, which have been prepared by management in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The Canadian dollar is RioCan’s reporting currency for purposes of preparing the Trust’s 2014 Annual Financial Statements. Accordingly, all dollar references in this MD&A are in Canadian dollars, unless otherwise specified herein. Non-GAAP Measures Consistent with RioCan’s management framework, the Trust uses certain measures to assess its financial performance that are not generally accepted accounting principles (GAAP) measured under IFRS. These measures do not have any standardized definition prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other reporting issuers. Non-GAAP measures should not be considered as alternatives to net earnings or comparable metrics determined in accordance with IFRS as indicators of RioCan’s performance, liquidity, cash flows and profitability. RioCan’s management uses these measures to aid in assessing the Trust’s underlying core performance and provides these additional measures so that investors may do the same. Management believes that the non-GAAP measures described below, which supplement the GAAP disclosures, provides readers with a more comprehensive understanding of management's perspective on RioCan's operating results and performance. The following discussion describes the non-GAAP measures RioCan uses in evaluating its operating results: RioCan’s Interest On January 1, 2013, RioCan changed its accounting policy for certain joint arrangements as required by IFRS 11, Joint Arrangements. As a result, effective January 1, 2013, the Trust no longer proportionately consolidates certain joint arrangements and now accounts for these investments using the equity method of accounting. All references herein to “consolidated” refer to amounts as reported under IFRS. All references to “RioCan’s interest” refer to a non-GAAP financial measure representing RioCan’s proportionate share of the financial position and results of operations of its entire portfolio, taking into account the difference in accounting for joint ventures using proportionate consolidation versus equity accounting. Management considers results presented on a proportionate basis to be a meaningful measure because it is consistent with how RioCan and its partners manages the net assets and assesses operating performance of each of its co-owned properties. The Trust currently accounts for certain of its investments in joint ventures and associates using the equity method of accounting (RioKim Montgomery JV LP (Texas), Dawson Yonge LP (Canada), WhiteCastle New Urban Fund, LP and WhiteCastle New Urban Fund 2, LP). 29 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS For a reconciliation of the Trust’s results of operations and statement of financial position, please see "Results of Operations" in this MD&A. Funds From Operations (FFO) FFO is a non-GAAP financial measure of operating performance widely used by the real estate industry. Congruent with the Real Property Association of Canada’s (REALpac) intended use of FFO, RioCan considers FFO to be a meaningful measure of operating performance as it adjusts for items included in IFRS net earnings that do not necessarily provide an accurate depiction of the Trust’s past or recurring performance, such as unrealized changes in the fair value of real estate property, gains and losses on the disposal of income properties, acquisition and disposition transaction costs and other non-cash items. FFO should not be construed as an alternative to net earnings or cash flows provided by operating activities determined in accordance with IFRS. RioCan’s method of calculating FFO is in accordance with REALpac’s recommendations but may differ from other issuers’ methods and, accordingly, may not be comparable to FFO reported by other issuers. During 2014, REALpac issued a revision to the November 2012 FFO definition, which adds adjustments for: 1) incremental leasing costs of full-time or salaried staff and related costs accounted for under IAS 17, Leases (IAS 17) which were previously capitalized; and 2) property taxes expensed under International Financial Reporting Interpretations Committee Issue 21, Levies (IFRIC 21), for which the Trust had previously recorded ratably over the relevant reporting periods to match the timing around which operating costs were recovered from tenants. Please see "2014 Changes in Accounting Policy" for further details. A reconciliation of IFRS net earnings attributable to unitholders (excluding the impacts of the adoption of IFRS 11, Joint Arrangements and IFRIC 21) to FFO, can be found under “Results of Operations.” Operating Funds From Operations (Operating FFO) Operating FFO is a non-GAAP measure of operating performance representing the recurring cash flow generated through the ownership and management of income properties or investments in arrangements or entities that generate their earnings through the ownership and management of income properties. In addition to the adjusting items to arrive at FFO, Operating FFO also excludes transaction gains and losses (net of tax) as well as expenditures related to development activities that, in management’s view, form part of the costs of its development projects. RioCan considers Operating FFO to be a meaningful measure because it adjusts for items included in FFO that management views as capital or transactional in nature and, therefore, not indicative of RioCan's core income producing activities. Operating FFO is also a key measure of business performance that the Trust uses to determine the level of its employee variable incentive-based compensation each year. There is no standard industry-defined measure of Operating FFO. As such, RioCan’s method of calculating Operating FFO will differ from other issuers’ methods and, accordingly, will not be comparable to such amounts reported by other issuers. Please see “Results of Operations” for a calculation of Operating FFO. Adjusted Funds From Operations (Adjusted FFO) Adusted FFO is a non-GAAP financial measure of operating performance widely used in the real estate industry. Management views Adjusted FFO (or "AFFO") as an alternative measure of cash generated from operations. Management also considers AFFO generated as one of its inputs in determining the appropriate level of distribution to unitholders. Adjusted FFO is calculated by adjusting Operating FFO for straight-line rent adjustments, non-cash compensation expenses, normalized costs for capital expenditures, and leasing costs for maintaining shopping centres and current lease revenues. Capital expenditures and leasing costs can vary widely from quarter to quarter due to the lease expiry profile, vacancies and capital expenditure estimates due to the life cycle of the property resulting in volatility in Adjusted FFO. As well, the Trust reviews capital spending levels based on the performance of the portfolio. For these reasons, normalized capital expenditures and leasing costs have been estimated based on historical activity and management’s expectations on a normalized level of activity. Capital expenditures are further discussed in “Capital Expenditures on Income Properties” indicating the Trust’s expectation of such annualized expenditures. In addition, non-recurring costs that impact operating cash flow may be adjusted. There is no standard industry-defined measure of Adjusted FFO. As such, RioCan’s method of calculating Adjusted FFO will differ from other issuers’ methods and, accordingly, will not be comparable to such amounts reported by other issuers. Please see “Results of Operations” for a calculation of Adjusted FFO. A reconciliation of cash flows provided by operating activities (an IFRS measure) to AFFO is presented under the section "Capital Management - Distributions to Unitholders". Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) Adjusted EBITDA is a non-GAAP measure that is used as an input in several of the Trust’s debt metrics, providing information with respect to certain financial ratios that the Trust uses in measuring its debt profile and assessing the Trust’s ability to satisfy its obligations, including servicing its debt. Adjusted EBITDA is used in place of IFRS net earnings because it excludes major non- cash items (including amortization and depreciation, unit-based compensation costs and fair value gains and losses on investment properties), interest expense, transaction-related costs and other items that management considers non-operating in nature. Please see “Capital Strategy and Resources - Capital Structure” for a reconciliation of Adjusted EBITDA to IFRS net earnings and the debt metrics that utilize Adjusted EBITDA. The Trust's definition of Adjusted EBITDA was amended in the first quarter of 2014 to exclude the impact of changes in accounting related to the adoption of IFRIC 21, Levies and certain additional interpretative guidance pertaining to IAS 17, Leases. Where applicable, prior period financial information has been restated by the Trust for comparative reporting purposes. 30 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Operating EBITDA Operating EBITDA is a non-GAAP measure that is used by the Trust in the computation of certain debt metrics, providing information with respect to certain financial ratios that the Trust uses in measuring its debt profile. In addition to the adjusting items to arrive at Adjusted EBITDA as defined above, Operating EBITDA also excludes the impact to EBITDA of transaction gains and losses as well as expenditures related to properties under development that, in management’s view, form part of the capital cost of its development projects. Net Consolidated Debt to Adjusted EBITDA Net consolidated debt to adjusted EBITDA is a non-GAAP measure of the Trust's financial leverage calculated as RioCan's average debt outstanding at the reporting period date (net of cash) divided by Adjusted EBITDA (as defined above). Net Debt to Adjusted EBITDA Net debt to adjusted EBITDA is a non-GAAP measure of the Trust's financial leverage calculated as RioCan's proportionate share of average debt outstanding at the reporting period date (net of cash) divided by Adjusted EBITDA (as defined above). Net Operating Debt to Operating EBITDA Net operating debt to operating EBITDA is a non-GAAP measure of the Trust's financial leverage calculated as RioCan's proportionate share of its average debt outstanding at the reporting period date (net of cash) less its proportionate share of debt related to properties under development divided by Operating EBITDA (as defined above). Net Operating Income (NOI) NOI is a non-GAAP measure and is defined by RioCan as rental revenue from income properties less property operating costs. NOI is an important measure of the income generated from the income producing real estate portfolio and is used by the Trust in evaluating the performance of the portfolio, as well as a key input in determining the value of the portfolio. RioCan’s method of calculating NOI may differ from other issuers’ methods and, accordingly, may not be comparable to NOI reported by other issuers. Effective January 1, 2014, NOI excludes the impact of a change in accounting policy for the Trust's adoption of IFRIC 21, Levies as it relates to the timing of the liability recognition of certain U.S. property taxes. Where applicable, prior period financial information has been restated by the Trust for comparative reporting purposes. Same Store NOI Same store NOI is a non-GAAP financial measure used by RioCan to assess the period-over-period performance of the same asset base having consistent leasable area in both periods, which includes the impact of acquisitions and dispositions on a pro rata basis. To calculate same store NOI growth, NOI for the period is adjusted to remove the impact of straight-line rents, lease cancellation fees, foreign exchange and other non-recurring items. Same store performance is a common measure of NOI growth used by the retail industry. RioCan considers this a meaningful measure because it allows management to determine what portion of its period-over-period rental income increase is attributed to rent growth and leasing activity. The Trust's definition of same-store NOI was amended in first quarter of 2014 to exclude the impact of the changes in IFRS accounting policy for the adoption of IFRIC 21 and IAS 17 as discussed above. Where applicable, prior period financial information has been restated by the Trust for comparative reporting purposes. Same Property NOI Same property NOI is a non-GAAP financial measure that is consistent with the definition of same-store NOI above, except that same property includes the NOI impact of redevelopment or expansion of assets within the real estate portfolio. Same property performance is a meaningful measure of operating performance because it allows management to assess rent growth and leasing activity of its portfolio on a RioCan property basis and the impact of capital investments. Total Enterprise Value Total enterprise value is a non-GAAP measure calculated as the sum of RioCan's total debt measured on a proportionate basis, common unit market capitalization and preferred market unit capitalization. 2014 CHANGES IN ACCOUNTING POLICY IFRIC 21 IFRIC 21 was issued by the IASB in May 2013 and provides guidance on accounting for levies in accordance with the requirements of IAS 37, Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 is effective for annual periods commencing on or after January 1, 2014 and is applied retrospectively. IFRIC 21 clarifies that an entity recognizes a levy liability when the activity that triggers payment occurs, as identified by the relevant legislation. It also clarifies that a levy liability is accrued ratably over a reporting period only if the activity that triggers payment occurs over such period, in accordance with the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be recognized before the specified minimum threshold is reached. Property taxes are charged by a government in accordance with legislation and are based on underlying property value. As such, property taxes are within the scope of IFRIC 21. In the majority of the U.S. municipalities in which the Trust operates (other than in the State of Pennsylvania), the obligating event for property taxes is ownership of the property on January 1st of the year for which the tax is imposed. A person (or entity) is not relieved of this obligation because it no longer owns the property or changes its use during the period. As a result, the full liability to pay annual property taxes for the relative U.S. jurisdiction has been recorded in the Trust's consolidated financial statements as at and for the year ended December 31, 2014 and 2013. 31 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Property tax legislation in various jurisdictions in Canada does not clearly define a single obligating event that gives rise to a liability to pay annual property taxes. As such, at any date within the year, the only amount of property taxes that an owner can reasonably estimate they are liable for is a pro rata estimate of annual property taxes based on the number of days of ownership. Ratable recognition of property taxes in Canada, therefore, continues to be appropriate under IFRIC 21. Prior to the adoption of IFRIC 21, the Trust recorded all property taxes ratably over the relevant reporting periods to match the timing around which operating costs were recovered from tenants. Adoption of IFRIC 21 did not result in an impact to net earnings because the Trust recorded an offsetting fair value adjustment in consideration of the fact that the fair value of a property is adjusted for prepaid property taxes between a buyer and seller on property transactions. Adoption of IFRIC 21 also did not result in any impact to fair value gains and losses on investment property or net operating income on a full year basis due to the reversal of all accrued property taxes during first quarter of each of 2014 and 2013 over the remainder of each fiscal year. Amendments to IAS 17 In March 2014, the IFRS Interpretations Committee ("IFRIC") issued a decision related to the meaning of "incremental costs" within the context of IAS 17. IFRIC determined that internal costs, such as salary costs of full-time staff involved in negotiating and arranging new leases, do not qualify as incremental costs within the context of IAS 17 and, therefore, should not be capitalized as initial direct leasing costs. The Trust has recorded the associated expense as leasing costs, which are reported as a separate line on the consolidated statement of earnings. Impact of Accounting Changes The following tables summarize the resulting impact of adoption of IFRIC 21 and the amendments to IAS 17 on the Trust's prior period financial results: (thousands of dollars) Selected Statement of Earnings Items for the three months ended December 31, 2013 Property operating costs - recoverable under tenant leases Net operating income Leasing costs Earnings before fair value gains on investment property, net and income taxes Fair value gain (loss) on investment property, net Consolidated RioCan's Interest As reported IFRIC 21 IAS 17 Restated reported IFRIC 21 IAS 17 Restated As 98,734 (3,398) — — — — — — 95,336 99,121 (6,049) — 93,072 — 196,398 6,049 — 202,447 2,458 2,458 — — 2,458 2,458 129,059 3,398 (2,458) 129,999 126,179 6,049 (2,458) 129,770 135,560 (3,398) 2,458 134,620 137,699 (6,049) 2,458 134,108 Net earnings 265,489 — — 265,489 264,748 — — 264,748 (thousands of dollars) Selected Statement of Earnings Items for the year ended December 31, 2013 Property operating costs - recoverable under tenant leases Net operating income Leasing costs Earnings before fair value gains on investment property, net and income taxes Fair value gain on investment property, net Net earnings As reported 375,797 — — 492,447 220,641 713,368 Consolidated RioCan's Interest IFRIC 21 IAS 17 Restated reported IFRIC 21 IAS 17 Restated As — — — — — — — 375,797 388,683 — — 757,889 7,768 7,768 — (7,768) 484,679 480,368 7,768 228,409 228,803 — 713,368 709,451 — — — — — — — 388,683 — 757,889 7,768 7,768 (7,768) 472,600 7,768 236,571 — 709,451 32 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS OPERATIONAL AND FINANCIAL INFORMATION Operational Information (thousands of square feet, except where otherwise noted) As at and for the years ended December 31, Number of properties: Income properties Under development (i) 2014 2013 2012 US Canada Total US Canada Total US Canada Total 48 — 277 15 325 15 47 — 277 16 324 16 50 — 283 11 333 11 Portfolio occupancy (committed) 97.1% 97.0% 97.0% 96.8% 96.9% 96.9% 98.1% 97.2% 97.4% Net leasable area (NLA) at 100%* 13,379 58,677 72,056 13,295 57,929 71,224 13,579 60,962 74,541 Income property NLA at RioCan’s interest: Total portfolio 10,031 39,994 50,025 9,882 39,358 49,240 8,816 40,674 49,490 Average in place rent $ 14.01 $ 16.69 $ 16.15 $ 13.83 $ 16.63 $ 16.08 $ 14.02 $ 16.07 $ 15.70 Completed developments during the period ended Acquired during the period ended Dispositions during the period ended (v) Development pipeline upon completion: — 1,002 1,002 — 747 747 27 546 573 146 — 518 (472) 664 (472) 1,478 1,558 3,036 1,740 (479) (2,784) (3,263) — 280 (245) 2,020 (311) RioCan’s interest of project NLA Total project NLA (ii) — — 3,896 7,021 3,896 7,021 — 4,910 4,910 — 10,500 10,500 — — 4,910 9,948 4,910 9,948 Percentage of portfolio net rental revenue derived from: Six Canadian high growth markets (annualized) (iii) n/a 73.3% 73.3% n/a 71.7% 71.7% n/a 67.5% 67.5% US market (annualized) 15.8% n/a 15.8% 15.0% n/a 15.0% 13.6% n/a 13.6% National and anchor tenants (annualized) 85.9% 86.5% 86.4% 85.7% 86.3% 86.2% 86.3% 86.1% 86.1% Largest tenant (annualized) (vi) 9.9% 4.7% 4.1% 10.1% 4.0% 3.7% 9.2% 4.9% 4.3% Percentage of portfolio NLA anchored or shadow anchored by grocery stores Number of employees (excluding seasonal) (iv) 60.4% 72.4% 70.0% 60.1% 70.0% 69.8% 58.0% 70.5% 68.8% 747 710 624 * Includes retail owned anchors. n/a Not applicable. (i) (ii) (iii) The six Canadian high growth markets include the following: Calgary, AB; Edmonton, AB; Montreal, QC; Ottawa, ON (includes Gatineau region); Includes active development projects. Includes active and non-active projects in greenfield and urban intensification developments. Toronto, ON; and Vancouver, BC. (iv) Number of employees at December 31, 2014 includes 33 U.S.-based employees for RioCan’s U.S. management platform. (v) During the year ended December 31, 2014, RioCan disposed of two excess density land parcels with no NLA. (vi) During 2014, Loblaws acquired Shoppers Drug Mart. Upon closing, Loblaws became RioCan's largest tenant by gross revenue. Comparative period information has not been restated for this transaction. 33 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Financial Information (i) (millions of dollars, except where otherwise noted) As at and for the year ended December 31, Total revenue – Consolidated (ii) Total revenue – RioCan’s interest (iii) Increase in fair value of investment properties – Consolidated * Increase in fair value of investment properties – RioCan’s interest * (iv) Net earnings before taxes and fair value adjustment * Net earnings attributable to unitholders Net earnings per Unit attributable to common Unitholders – basic Net earnings per Unit attributable to common Unitholders – diluted Adjusted EBITDA (v) * FFO (vi) * FFO per Unit * Operating FFO (vi) * Operating FFO per Unit (vi) * AFFO (vii) * AFFO per Unit (vii) * Distributions as a percentage of AFFO Weighted average common Units outstanding – basic (in thousands) Distributions to common Unitholders Distributions to common Unitholders per Unit Distributions per common Unit (annualized) (viii) Distributions to common Unitholders net of distribution reinvestment plan Distributions to common Unitholders net of distribution reinvestment plan per Unit (last twelve months) Common Unit issue proceeds under distribution reinvestment plan Distribution reinvestment plan (DRIP) participation rate (ix) (millions of dollars, except where otherwise noted) As at Total enterprise value (x) Total assets – Consolidated Total assets – RioCan’s interest (xi) Debt ** – Consolidated Debt ** – RioCan’s interest (xii) Debt to total assets (net of cash) – Consolidated (xiii) Debt to total assets (net of cash) – RioCan’s interest (xiii) Debt to total enterprise value – Consolidated (xiv) Debt to total enterprise value – RioCan’s interest (xiv) Debt service coverage ratio – RioCan’s interest (xv) Interest coverage ratio – RioCan’s interest (xvi) Fixed charge coverage ratio – RioCan’s interest (xvii) Net consolidated debt to Adjusted EBITDA (xviii) Net operating debt to Operating EBITDA – RioCan’s interest (xix) Unencumbered assets to unsecured debt (xx) Unencumbered assets Total unitholders’ equity Common Units outstanding (in thousands) Closing market price per common Unit Common Units – market capitalization (xxi) Preferred Units - Series A outstanding (in thousands) Closing market price per Preferred Unit, Series A Preferred Units - Series C outstanding (in thousands) Closing market price per Preferred Unit, Series C Preferred units – market capitalization (xxii) 2014 1,233 1,241 147 157 517 663 2.11 2.10 766 507 1.65 517 1.68 464 1.51 93.4% 307,910 434 1.41 1.41 313 1.02 121 27.9% December 31, 2014 15,117 14,677 14,720 6,444 6,483 43.7% 43.8% 42.6% 42.9% 2.20 2.89 1.08 8.05 7.67 149% 2,776 7,868 315,986 26.43 8,352 5,000 25.32 5,980 25.95 282 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2013 1,153 1,195 228 237 485 709 2.30 2.29 746 471 1.56 492 1.63 447 1.48 95.3% 302,324 426 1.41 1.41 316 1.04 110 25.8% December 31, 2013 13,794 13,530 13,554 5,959 5,988 43.9% 44.0% 43.2% 43.4% 2.10 2.83 1.06 7.52 7.24 142% 2,068 7,261 304,075 24.77 7,532 5,000 24.90 5,980 25.00 274 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 2012*** 1,073 1,114 868 905 491 1,344 4.59 4.57 702 427 1.47 440 1.52 402 1.39 99.3% 289,950 401 1.38 1.38 293 1.01 108 26.9% December 31, 2012 14,274 12,619 12,888 5,451 5,717 42.4% 43.6% 38.2% 40.1% 1.98 2.69 1.04 7.00 7.09 104% 1,353 6,847 300,099 27.56 8,271 5,000 25.94 5,980 26.15 286 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ RioCan’s method of calculating non-GAAP measures may differ from other issuers’ methods and accordingly may not be comparable to such amounts reported by other issuers. 34 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS (i) During the first quarter of 2013, RioCan changed its accounting policy for certain joint arrangements as required by the new standard IFRS 11 “Joint Arrangements”. As a result, the Trust no longer proportionately consolidates certain joint arrangements and now accounts for these investments using the equity method of accounting. Where applicable, prior period financial information has been restated to reflect this change in accounting policy. An analysis of RioCan’s consolidated financial position and results of operations plus its interests in the equity accounted for investments’ financial position and results of operations may be found under “Results of Operations”. (ii) Calculated as the sum of rental revenue, fees and other income and interest income (consolidated). (iii) A non-GAAP measurement. Calculated as the sum of rental revenue, fees and other income and interest income, all at RioCan’s interest. (iv) A non-GAAP measurement. Calculated as consolidated change in fair value of investment properties plus RioCan’s share of change in fair value of investment properties for its equity accounted for joint arrangements less non-controlling interests’ share of change in fair value of investment properties. (v) A non-GAAP measurement. Adjusted EBITDA is defined as net earnings at RioCan’s interest before changes in fair value of income properties, net interest expense and income taxes as well as other one-time adjustments. A reconciliation of Adjusted EBITDA to net earnings can be found under “Capital Strategy and Resources”. (vi) A non-GAAP measurement. A reconciliation to net earnings can be found under “Results of Operations”. (vii) A non-GAAP measurement for which a reconciliation to AFFO from FFO can be found in RioCan’s discussion under “AFFO”. (viii) Annualized amount is based on the latest quarter’s distribution. (ix) RioCan’s DRIP ratio is defined as the ratio of Units that holders elect to participate in the DRIP to total Units outstanding. (x) A non-GAAP measurement. Calculated by the Trust as debt at RioCan’s interest plus common Unit market capitalization plus total Preferred Unit market capitalization. (xi) A non-GAAP measurement. Calculated as consolidated assets of the Trust and adding back RioCan’s share of liabilities for its equity accounted for joint arrangements and less non-controlling interests’ share of assets. (xii) A non-GAAP measurement. Calculated as consolidated mortgages and debentures payable of the Trust plus RioCan’s share of mortgages and debentures payable for its equity accounted for joint ventures less non-controlling interests’ share of mortgages and debentures payable. (xiii) A non-GAAP measurement. Calculated as debt net of cash divided by total assets net of cash. (xiv) A non-GAAP measurement. Calculated by the Trust as debt divided by total enterprise value. (xv) A non-GAAP measurement. Debt service coverage is calculated on a rolling twelve month basis and is defined as Adjusted EBITDA divided by total interest expense (including interest that has been capitalized) and scheduled mortgage principal amortization. (xvi) A non-GAAP measurement. Interest coverage is calculated on a rolling twelve month basis and is defined as Adjusted EBITDA divided by total interest expense (including interest that has been capitalized), prepared at RioCan’s interest. (xvii) A non-GAAP measurement. Fixed charge coverage ratio is calculated on a rolling twelve month basis and is defined as Adjusted EBITDA divided by total interest expense (including interest that has been capitalized) and distributions to common and preferred unitholders, prepared at RioCan's interest. (xviii) A non-GAAP measurement. Net consolidated debt to Adjusted EBITDA is calculated on a rolling twelve month basis and is defined as: the average consolidated debt (net of cash) divided by Adjusted EBITDA. (xix) A non-GAAP measurement. Net operating debt to Operating EBITDA is calculated on a rolling twelve month basis and is defined as the average debt outstanding (net of cash) less debt related to property under development (both at RioCan’s interest) divided by Operating EBITDA (as found under “Capital Strategy and Resources”). (xx) Unencumbered assets to unsecured debt is defined as unencumbered assets at RioCan’s interest divided by unsecured debentures payable. (xxi) A non-GAAP measurement. Calculated by the Trust as closing market price of the common Units trading on the Toronto Stock Exchange on the respective period end dates, multiplied by the number of common Units outstanding at such date. (xxii) A non-GAAP measurement. Calculated by the Trust as the aggregate of the closing market price of each series of preferred units trading on the * Toronto Stock Exchange on the respective period end dates, multiplied by the number of Preferred Units of such series outstanding at such date. Effective January 1, 2014, the Trust changed its accounting policies for the treatment of certain property taxes and leasing costs pursuant to IFRIC 21 and IAS 17, respectively. Where applicable, prior period financial information has been restated for comparative reporting purposes. Please see "2014 Changes in Accounting Policy" for further details. ** Debt is defined as the sum of mortgages payable, lines of credit, and debentures payable. *** December 31, 2012 numbers were not restated for the "2014 Change in Accounting Policy". n/a Not applicable. 35 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Top 50 Tenants – Total Portfolio As at December 31, 2014, RioCan’s 50 largest tenants in Canada and the U.S., as measured by annualized gross rental revenue, have the following profile: Rank Tenant name 1 Loblaws/Shoppers Drug Mart (i) 2 Walmart 3 4 5 Canadian Tire Corporation (ii) Metro/Super C/Loeb/Food Basics Cineplex/Galaxy Cinemas 6 Winners/HomeSense/Marshalls/TJ Max 7 8 9 10 11 12 13 14 15 Target Corporation (iii) Staples/Business Depot Sobey's Inc. Cara/Prime Restaurants Giant Food Stores/Stop & Shop (Royal Ahold) Future Shop/Best Buy Dollarama PetSmart Reitmans/Penningtons/Smart Set/Addition-Elle/Thyme Maternity 16 Michaels 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 TD Bank Bluenotes/Stitches/Suzy Shier/Urban Planet/West 49 (YM Inc.) Lowes GoodLife Fitness Chapters/Indigo The Bay/Home Outfitters Sears Old Navy/The Gap/Banana Republic Ardene LA Fitness Rexall Pharma Plus Liquor Control Board of Ontario (LCBO) Bank of Montreal Bank of Nova Scotia Value Village Bed Bath & Beyond Leon's/The Brick Bell/The Source 35 MTY Food Group Inc. 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 Laura CIBC London Drugs The Shoe Company Subway Golf Town Pier 1 Imports Jysk Linen TDL Group (Tim Hortons) Royal Bank of Canada Gold's Gym Ross Dress Rona/Revy/Reno BouClair Office Depot/Office Max Annualized rental revenue Number of locations NLA (in thousands) Percentage of total NLA Weighted average remaining lease term (years)* 4.1% 3.7% 3.5% 3.1% 3.0% 2.7% 1.9% 1.6% 1.6% 1.5% 1.5% 1.5% 1.3% 1.2% 1.2% 1.0% 0.9% 0.9% 0.8% 0.7% 0.7% 0.7% 0.6% 0.6% 0.6% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.4% 0.4% 0.4% 0.4% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 84 33 89 57 29 75 26 48 36 110 24 32 83 42 106 35 57 64 8 23 25 11 15 27 51 9 23 20 30 31 17 16 12 80 88 25 29 11 26 93 12 18 11 47 24 5 9 3 18 11 2,024 4,000 2,020 2,119 1,336 1,697 2,184 946 991 472 1,113 759 693 653 440 611 253 389 1,138 439 266 532 506 245 222 348 143 166 111 129 303 346 262 111 110 136 108 198 138 100 151 137 194 110 88 251 266 188 131 215 4.0% 8.0% 4.0% 4.2% 2.7% 3.4% 4.4% 1.9% 2.0% 0.9% 2.2% 1.5% 1.4% 1.3% 0.9% 1.2% 0.5% 0.8% 2.3% 0.9% 0.5% 1.1% 1.0% 0.5% 0.4% 0.7% 0.3% 0.3% 0.2% 0.3% 0.6% 0.7% 0.5% 0.2% 0.2% 0.3% 0.2% 0.4% 0.3% 0.2% 0.3% 0.3% 0.4% 0.2% 0.2% 0.5% 0.5% 0.4% 0.3% 0.4% 50.4% 1,858 30,488 60.9% 7.4 11.5 7.9 6.3 9.3 6.9 12.7 5.2 10.4 6.5 11.4 5.1 6.8 5.4 5.0 6.0 5.8 5.5 24.0 12.0 3.6 6.3 5.6 5.0 7.4 10.3 10.1 7.9 6.1 4.2 5.7 6.6 6.5 5.6 6.1 3.3 4.7 4.0 5.2 5.3 5.0 5.1 8.6 6.5 4.3 13.7 4.4 12.4 5.8 4.6 7.8 * Weighted average remaining lease term based on annualized gross rental revenue. (i) Loblaws/Shoppers Drug Mart includes No Frills, Fortinos, Zehrs and Maxi. During 2014, Loblaws acquired Shoppers Drug Mart. Upon closing, Loblaws became RioCan's largest tenant by gross revenue. Comparative period information has not been restated for this acquisition. (ii) Canadian Tire Corporation includes Canadian Tire, PartSource, Mark’s, Sport Mart, Sport Chek, Sports Experts, National Sports and Atmosphere. (iii) On January 15, 2015, Target Corporation announced plans to discontinue its Canadian operations. See "About RioCan - Overview of the business" on page 3 for further discussion. 36 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS As at December 31, 2014, the geographical diversification of RioCan’s total property portfolio is as follows: Net leasable area (NLA) of the total portfolio at December 31, 2014 Annualized rental revenue denominated in Canadian dollars of the total portfolio at December 31, 2014 37 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Canadian Portfolio As at December 31, 2014, the geographical diversification of RioCan’s Canadian property portfolio is as follows: NLA of the Canadian portfolio at December 31, 2014 Annualized rental revenue of the Canadian portfolio at December 31, 2014 38 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS As at December 31, 2014, the diversification of RioCan’s Canadian property portfolio by property type is as follows: NLA of the Canadian portfolio by property type at December 31, 2014 Annualized rental revenue of the Canadian portfolio by property type at December 31, 2014 The committed occupancy rate of the Canadian portfolio has remained relatively stable over the most recent eight quarters: 39 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Top 10 Tenants – Canadian Portfolio As at December 31, 2014, RioCan’s 10 largest tenants in Canada, as measured by annualized gross rental revenue, have the following profile: Rank Tenant name 1 2 3 4 5 6 7 8 9 Loblaws/Shoppers Drug Mart (i) Canadian Tire Corporation (ii) Walmart Metro/Super C/Loeb/Food Basics Cineplex/Galaxy Cinemas Winners/HomeSense/Marshalls Target Corporation (iii) Sobey's Inc. Cara/Prime Restaurants 10 Staples/Business Depot Annualized rental revenue Number of locations NLA (in thousands) Percentage of total NLA 4.9% 4.3% 4.0% 3.9% 3.7% 3.1% 2.3% 1.9% 1.9% 1.7% 31.7% 84 89 28 57 29 69 26 36 110 41 569 2,024 2,020 3,119 2,119 1,336 1,537 2,184 991 472 810 5.1% 5.0% 7.8% 5.3% 3.3% 3.8% 5.5% 2.5% 1.2% 2.0% 16,612 41.5% Weighted average remaining lease term (years)* 7.4 7.9 11.5 6.3 9.3 7.0 12.7 10.4 6.5 5.3 8.5 * Weighted average remaining lease term based on gross annualized rental revenue. (i) Loblaws/Shoppers Drug Mart includes No Frills, Fortinos, Zehrs and Maxi. During 2014, Loblaws acquired Shoppers Drug Mart. Upon closing, Loblaws became RioCan's largest tenant by gross revenue. Comparative period information has not been restated for this acquisition. (ii) Canadian Tire Corporation includes Canadian Tire, PartSource, Mark’s, Sport Mart, Sport Chek, Sports Experts, National Sports and Atmosphere. (iii) On January 15, 2015, Target Corporation announced plans to discontinue its Canadian operations. See "About RioCan - Overview of the Business" on page 3 for further discussion. U.S. Portfolio As at December 31, 2014, the geographical diversification of RioCan’s U.S. property portfolio is as follows: NLA of the U.S. portfolio at December 31, 2014 40 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Annualized rental revenue of the U.S. portfolio by State at December 31, 2014 The committed occupancy rate of the U.S. portfolio for the most recent eight quarters is as follows: Top 10 Tenants – U.S. Portfolio As at December 31, 2014, RioCan’s 10 largest tenants in the U.S., as measured by annualized gross rental revenue, have the following profile: Rank Tenant name Annualized rental revenue Number of locations NLA (in thousands) Percentage of total NLA 1 2 3 4 5 6 7 8 9 Giant Food Stores/Stop & Shop (Royal Ahold) Best Buy PetSmart Michaels Walmart Ross Dress Office Depot/Office Max Market Street Bed Bath & Beyond 10 Lowes 9.9% 3.7% 2.8% 2.6% 2.6% 2.0% 1.9% 1.9% 1.9% 1.7% 24 11 14 14 5 9 11 3 9 3 1,113 11.1% 359 295 291 880 266 215 193 237 476 3.6% 2.9% 2.9% 8.8% 2.6% 2.1% 1.9% 2.4% 4.7% 31.0% 103 4,325 43.0% * Weighted average remaining lease term based on annualized gross rental revenue. Weighted average remaining lease term (years)* 11.4 5.8 4.8 4.3 12.1 4.4 4.6 8.9 5.7 12.3 8.3 41 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS 2014 FINANCIAL HIGHLIGHTS (millions of dollars, except per unit amounts) 2014 2013 Three months ended December 31, Increase/ (Decrease) Year ended December 31, 2014 2013 Increase/ (Decrease) Net earnings attributable to common and preferred unitholders Net earnings per Unit attributable to common Unitholders – basic Operating FFO Operating FFO per Unit Net earnings attributable to unitholders Q4 2014 $ $ $ $ 172 0.54 130 0.42 $ $ $ $ 265 (35.1)% $ 663 0.86 124 0.41 (37.2)% $ 4.5 % $ 2.4 % $ 2.11 517 1.68 $ $ $ $ 709 2.30 492 1.63 (6.5)% (8.3)% 5.1 % 3.1 % Net earnings attributable to common and preferred unitholders (presented on both an IFRS and RioCan interest basis) for the fourth quarter of 2014 was $172 million compared to $265 million for the same period in 2013, representing a decrease of $93 million. This decrease, as explained on a RioCan interest basis, was primarily due to the following: • higher net operating income of $7.2 million mainly due to the following: acquisitions, net of dispositions (completed over the last 12 months); additional income property NLA resulting from completion of development projects; Canadian and U.S. same property NOI growth; higher U.S. realty tax recoveries of $1.8 million under IFRIC 21; and a $3.0 million higher foreign currency gain from U.S. operations as compared to the same period in 2013; higher fees and other income of $2.3 million due to higher investment income; offset by: lower fair value gains of $96 million primarily due to reduced pace, on a relative basis, of capitalization rate compression in major markets, and reduced valuations for certain properties located in secondary or tertiary markets. Net fair value gains on investment property for the fourth quarter of 2014 were $38 million at RioCan's interest compared to $134 million for the same period in 2013. Capitalization rates for the fourth quarter of 2014 decreased by nil and five basis points in Canada and the U.S., respectively, compared to the same period in 2013; lower interest income of $2.9 million due primarily to the impact of the settlement of certain mezzanine loans during the first quarter of 2014 in connection with the acquisition of interests in three development projects; higher general and administrative expenses of $1.8 million primarily due to increased information technology costs, depreciation and amortization associated with RioCan's expanded ERP platform as well as headcount increases associated with the increased complexity of operations and the inclusion of certain salary costs in 2014 that were previously capitalized over the development phase of RioCan's ERP system project. Net earnings attributable to common and preferred unitholders (presented on both IFRS and RioCan interest basis) for the year ended December 31, 2014 was $663 million compared to $709 million for the same period in 2013, a decrease of $46 million. This decrease, as explained on a RioCan interest basis, was primarily due to the following: • higher net operating income of $25 million primarily due to the following: acquisitions, net of dispositions (completed over the last 12 months); additional income property NLA resulting from completion of development projects (including the Tanger Cookstown expansion, Tanger Ottawa and The Stockyards openings); Canadian and U.S. same property NOI growth; and a $10 million higher foreign currency gain from U.S. operations as compared to the same period in 2013; higher fees and other income of $3.6 million due to an increase in investment income and financing fees on joint venture projects earned during 2014, partially offset by lower development fees generated on joint venture projects; lower interest expense of $7.0 million, net of $3.3 million unfavourable impact of foreign exchange; lower transaction costs of $1.1 million due to lower property disposition activity during 2014 compared to 2013; and lower expense associated with the early redemption of debentures of $12 million in the prior year; offset by: lower fair value gains of $80 million primarily due to reduced pace, on a relative basis, of capitalization rate compression in major markets, and reduced valuations for certain properties located in secondary or tertiary markets. Net fair value gains on investment property for the year ended December 31, 2014 were $157 million at RioCan's interest compared to $237 million for the same period in 2013. Capitalization rates for 2014 decreased by four and 26 basis points in Canada and the U.S., respectively, as compared to 2013. lower interest income of $6.4 million due primarily to the impact of the settlement of certain mezzanine loans during the first quarter of 2014 in connection with the acquisition of interests in three development projects; higher general and administrative expenses of $7.2 million primarily due to the following: increased information technology costs, depreciation and amortization associated with the launch of a new ERP platform in 2014; professional fees related to the introduction of a new senior executive incentive compensation plan and consulting fees related to certain activities undertaken to optimize the Trust's U.S. legal entity and tax structure; and headcount increases associated with the increased complexity of operations and the inclusion of certain salary costs in 2014 that were previously capitalized over the development phase of RioCan's ERP system project. 42 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 2014 • • • • • • • • • • • MANAGEMENT’S DISCUSSION AND ANALYSIS Operating FFO Q4 2014 Operating FFO at RioCan’s interest for the fourth quarter of 2014 was $130 million or $0.42 per Unit compared to $124 million or $0.41 per Unit for the fourth quarter in 2013, representing an increase of $6 million or 4.5%. On a per Unit basis, Operating FFO increased by $0.01 per Unit or 2.4%. Please see the “Results of Operations - RioCan’s Interest” section of this MD&A. The $6 million increase in Operating FFO at RioCan’s interest for the fourth quarter of 2014 compared to the same period in 2013 is primarily due to the following: • an increase in NOI from rental properties of $5.6 million, which includes the impact of the following items: acquisitions, net of dispositions (completed over the last 12 months); additional income property NLA resulting from completion of development projects; Canadian and U.S. same property NOI growth; and a $3.0 million higher foreign currency gain from U.S. operations as compared to the same period in 2013; higher fees and other income of $2.3 million due to higher investment income; lower interest expense of $1.6 million driven by lower rates, net of $1.5 million unfavourable impact of foreign exchange; partly offset by: lower interest income of $2.9 million due primarily to the impact of the settlement of certain mezzanine loans during the first quarter of 2014 in connection with the acquisition of interests in three development projects; and an increase in general and administrative costs of $1.8 million primarily due to increased information technology costs, depreciation and amortization associated with RioCan's expanded ERP platform as well as headcount increases associated with the increased complexity of operations and the inclusion of certain salary costs in 2014 that were previously capitalized over the development phase of RioCan's ERP system project. • • • • 2014 Operating FFO at RioCan’s interest for the year ended December 31, 2014 was $517 million or $1.68 per Unit, compared to $492 million or $1.63 per Unit for the same period in 2013, representing an increase of $25 million or 5.1%. On a per Unit basis, Operating FFO increased by $0.05 per Unit or 3.1%. Please see the “Results of Operations - RioCan’s Interest” section of this MD&A. The $25 million increase in Operating FFO at RioCan’s interest for the year ended December 31, 2014 as compared to the same period in 2013 is primarily due to the following: • an increase in NOI from rental properties of $25 million, which includes the impact of the following items: acquisitions, net of dispositions (completed over the last 12 months); additional income property NLA resulting from completion of development projects (including the Tanger Cookstown expansion, Tanger Ottawa and The Stockyards openings); Canadian and U.S. same property NOI growth; and a $10 million higher foreign currency gain from U.S. operations as compared to the same period in 2013; and an increase in fees and other income of $3.6 million due to an increase in investment income and financing fees on joint venture projects earned during 2014, partially offset by lower development fees generated on joint venture projects; a decrease in interest expense of $8.4 million, net of $3.3 million unfavourable impact of foreign exchange; partly offset by: lower interest income of $6.4 million due primarily to the impact of the settlement of certain mezzanine loans during the first quarter of 2014 in connection with the acquisition of interests in three development projects; and an increase in general and administrative costs of $7.2 million due primarily to increased information technology costs, depreciation and amortization associated with the launch of a new ERP platform in 2014; professional fees related to the introduction of a new senior executive incentive compensation plan and consulting fees related to certain activities undertaken to optimize the Trust's U.S. legal entity and tax structure; and headcount increases associated with the increased complexity of operations and the inclusion of certain salary costs in 2014 that were previously capitalized over the development phase of RioCan's ERP system project. • • • • 2014 OPERATING HIGHLIGHTS Q4 2014 RioCan has remained focused on its core portfolio and continues to execute its growth strategy through acquisitions and development, along with organic growth. In addition, RioCan is selectively paring its portfolio in order to increase its focus on major urban markets. Occupancy • Committed occupancy of 97.0% at December 31, 2014, as compared to 97.0% at September 30, 2014 and 96.9% at • December 31, 2013. Economic occupancy (occupied NLA for which tenants are paying rent) of 96.0% at December 31, 2014, as compared to 96.0% at September 30, 2014 and 95.8% at December 31, 2013. The annualized rental impact once these tenants take occupancy and commence paying rent is approximately $16 million. Leasing Rental rate increases on lease renewals continue to be positive, which is expected to contribute to future rental revenue growth. Operationally, RioCan continues to experience strong demand for space by tenants, especially in the major urban markets. 43 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS RioCan’s revenue generated within Canada’s six major markets totalled 73.3% as at December 31, 2014 (73.3% at September 30, 2014 and 71.7% at December 31, 2013). Canada During the quarter, RioCan renewed 603,000 square feet in the Canadian portfolio at an average rent increase of $2.45 per square foot, representing an increase of 11.8% and a renewal retention rate of 85.0%. U.S. During the quarter, RioCan renewed 62,000 square feet in the U.S. portfolio at an average rent increase of $1.69 per square foot, representing an increase of 7.1% and a renewal retention rate of 78.3%. Change in NLA and Acquisitions and Dispositions Completed During the Quarter Acquisitions and development activity during the fourth quarter led to an overall increase in owned NLA of 318,000 square feet to 50.0 million square feet, as compared to September 30, 2014. Compared to December 31, 2013, NLA has increased by 785,000 square feet or 1.6%. The following is a summary of acquisitions and dispositions during the quarter: • Acquired interests in three income properties in Canada totalling $62 million, representing 194,000 square feet of additional NLA at a weighted average capitalization rate of 5.7%. $2 million of existing debt financing was assumed in connection with the acquisitions. Acquired interests in three development properties in Canada totalling $9 million. These acquisitions were completed free and clear of financing. • • No dispositions of investment properties took place during the fourth quarter of 2014. Acquisitions and Dispositions Completed During 2014 • • Acquired interests in ten income properties totalling $191 million (eight properties in Canada for $149 million and two properties in the U.S. for $42 million) representing 664,000 square feet of additional NLA at a weighted average capitalization rate of 5.9%. In connection with these acquisitions, RioCan assumed mortgage financing of $24 million on the Canadian properties and arranged mortgage financing of US$5 million on a U.S. property. Acquired interests in 11 development properties in Canada totalling $172 million. Included in this amount are acquisitions of interests from Trinity for $117 million. RioCan acquired Trinity's 25% interest in each of The Stockyards in Toronto, Ontario and McCall Landing in Calgary, Alberta, Trinity's 10% interest in East Hills in Calgary, Alberta and Trinity's 40% interest in the Bathurst Street and College Street land assembly in Toronto, Ontario. The consideration received by Trinity was used to repay, in full, the outstanding mezzanine financing principal and accrued interest in the amount of $82 million on the projects. In connection with the acquisition of Trinity's interest in The Stockyards, RioCan assumed third-party mortgage financing of $24 million, which was repaid during the year. • Disposals of five properties in Canada for $53 million totalling NLA of approximately 472,000 square feet, primarily in the first quarter. Acquisitions and Dispositions Completed Subsequent to December 31, 2014 • 19 income property acquisitions in Canada totalling $82 million, at a weighted average capitalization rate of 5.5%. • One development property in Canada for $3 million. • Five income property dispositions in Canada totalling $120 million, at a weighted average capitalization rate of 6.8%. Acquisitions and Dispositions Under Contract At any given time, RioCan could be discussing the purchase of new properties or the disposition of existing properties, purchasing or holding marketable securities of real estate related entities and/or negotiating joint venture arrangements relating to the acquisition, holding or development of real estate investments. There can be no assurance that any of these discussions will result in a definitive agreement, and, if they do, what the terms or timing of any acquisition, investment or disposition would be. RioCan expects to continue current discussions and actively pursue other acquisition, investment and disposition opportunities. Committed • There are no committed investment property acquisitions or dispositions as at the date of this report. Conditional • • • • There are no income property acquisitions as at the date of this report. There are no development property acquisitions as at the date of this report. Land dispositions in Canada that would represent dispositions totalling $18 million. The above transactions are in various stages of due diligence and while efforts will be made to complete these transactions, no assurance can be given. Pipeline • • • • Income property acquisitions in Canada that would represent acquisitions totalling $445 million. There are no development property acquisitions as at the date of this report. Income property dispositions in Canada with a fair value as at December 31, 2014 calculated in accordance with IFRS of $308 million. Land dispositions in Canada with a fair value as at December 31, 2014 calculated in accordance with IFRS of $41 million. 44 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS • The above transactions are in various stages of negotiations and while efforts will be made to complete these negotiations, no assurance can be given. Development Projects Completed During 2014 During 2014, the Trust added approximately 1,002,000 square feet to its income producing NLA, which included the Stockyards development, the expansion of Tanger Outlets Cookstown and the successful grand opening of the nearly 300,000 square foot Tanger Outlet Ottawa shopping centre. Tanger Outlets Ottawa located in Kanata, Ontario is the first newly constructed outlet centre between RioCan and Tanger and contains more than 75 designer stores. Other notable expansion and redevelopment projects completed during the year included Collingwood Centre, Mississauga Plaza, Kennedy Commons and Niagara Falls Plaza. CAPITAL MANAGEMENT RioCan ended the quarter with a consolidated cash position of $56 million with available undrawn operating facilities of $565 million. Net of cash, the Trust’s debt to total assets (at RioCan’s interest) at December 31, 2014 is 43.8% (December 31, 2013 - 44.0%). Debt Mortgages Payable During the quarter, RioCan had new fixed rate term mortgage borrowings of $98 million. As at December 31, 2014, total mortgages payable were $4.5 billion at RioCan's interest. Debentures On January 23, 2014, the Trust issued $150 million of Series U senior unsecured debentures, which mature on June 1, 2020 and carry a coupon rate of 3.62%. On May 30, 2014, the Trust issued $150 million of Series V senior unsecured debentures, which mature on May 30, 2022 and carry a coupon rate of 3.746%. On August 11, 2014, the Trust issued $100 million of Series V senior unsecured debentures, which was a re-opening of the May 30, 2014 Series V senior unsecured debentures issuance. The additional debentures carry the same coupon and maturity as the original issuance, but were issued at a premium to par for gross proceeds of $101.07 million resulting in an effective rate of 3.587%, making the effective rate on the full $250 million of Series V debentures 3.682%. On February 3, 2015, RioCan announced that it is issuing a notice of redemption to holders of its US$100 million 4.10% Series N senior unsecured debentures due September 21, 2015 (the “Series N Debentures”), representing a redemption, in full, of all of the currently outstanding Series N Debentures. The Series N Debentures will be redeemed on March 9, 2015, in accordance with their terms, at a total redemption price of US$101.8 million, plus accrued and unpaid interest of US$1.9 million, up to but excluding the redemption date. On February 3, 2015, RioCan also announced that it is issuing a notice of redemption to holders of its $225 million 4.499% Series O senior unsecured debentures due January 21, 2016 (the “Series O Debentures”), representing a redemption, in full, of all of the currently outstanding Series O Debentures. The Series O Debentures will be redeemed on March 11, 2015, in accordance with their terms, at a total redemption price of $231.8 million, plus accrued and unpaid interest of $1.4 million, up to but excluding the redemption date. On February 12, 2015, the Trust issued $300 million of Series W senior unsecured debentures, which mature on February 12, 2024 and carry a coupon rate of 3.287%. A portion of the net proceeds will be used by RioCan to repay indebtedness, including the redemption of the Trust's $225 million Series O Debentures as described above, and the balance for general trust purposes. Secured Operating Lines As of February 12, 2015, RioCan's maximum borrowing capacity under its operating lines are as follows: (in millions of dollars) 78 185 250 130 75 718 Spread (i) BA’s/LIBOR +125 bps BA’s/LIBOR +125 bps BA’s/LIBOR +125 bps BA’s/LIBOR +125 bps BA’s/LIBOR +125 bps Maturity December 2015 December 2016 (ii) November 2016 (ii) June 2017 (ii) June 2017 (ii) (i) Lines are available in Canadian or U.S. dollars. Canadian draws are priced off of BA’s or Prime and U.S. draws are priced off of U.S. Base Rate or LIBOR. (ii) Subject to meeting certain conditions, these loans can be extended for a further year on same terms and conditions. During the year ended December 31, 2014, RioCan renegotiated an existing operating facility and added two new operating lines. The existing facility was increased from $100 million to $130 million. The two new operating lines added during the year were the $78 million facility and $75 million facility as shown in the above table having maturities of December 2015 and June 2017, respectively. Both of these facilities have pricing similar to RioCan’s other operating lines. The $78 million operating line represented a conversion of a non-revolving term loan into a revolving operating facility. 45 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS These lines provide an efficient and flexible source of liquidity for the Trust. Unencumbered Assets As at December 31, 2014, the Trust’s debt strategy has resulted in approximately 22.2% of its income properties being unencumbered by debt on a NLA basis, providing RioCan with access to a pool of assets for obtaining additional secured debt. The fair value of the unencumbered income property assets as of December 31, 2014 is estimated at approximately $2.5 billion, comprising 89 properties, or 18.6% of the fair value of the Trust’s income properties as compared to 86 properties with a fair value of $1.8 billion as at December 31, 2013. In addition to the unencumbered income property assets, the Trust has 11 unencumbered properties under development with a fair value of $295 million as at December 31, 2014, bringing the total fair value of unencumbered assets to approximately $2.8 billion. Equity RioCan’s DRIP ratio is defined as the ratio of Units that holders elect to participate in the DRIP to total Units outstanding. The Trust raised additional capital of $32 million and reported a DRIP ratio of 29.0% for the quarter. On November 24, 2014, the Trust issued an aggregate of 4.8 million common trust units at a price of $26.25 per unit for aggregate gross proceeds $126 million. Unit issue costs associated with the offering were $5 million. OUTLOOK AND STRATEGY RioCan’s strong operating performance provided by its dominant Canadian retail platform, coupled with its U.S. platform, has facilitated its continued growth and position as a leading North American REIT with a retail focus. RioCan’s prudent management of its balance sheet and access to capital has provided it with the ability to take advantage of opportunities in the current economic environment through same store rental income growth, acquisitions, greenfield development, redevelopments and asset intensification as well as investing in marketable securities of real estate related entities from time to time. RioCan conducts these activities either on its own or through strategic joint ventures and partner relationships. RioCan will continue to seek acquisitions in selected markets, with a focus on properties that meet the Trust’s investment criteria in both Canada and the U.S. The Trust will continue to pursue a disciplined approach to the development of new properties and the redevelopment and intensification of existing properties in Canada, with a focus on major urban markets. A new initiative to incorporate residential intensification in the portfolio's transit oriented major market development properties will capitalize on opportunities for growth through the addition of residential assets, both condominium and rental residential, into RioCan's property portfolio. RioCan will also take advantage of dispositions in secondary and tertiary markets in order to recycle capital into developments and acquisitions in higher growth major markets. Consistent with the foregoing, RioCan is regularly engaged in discussions with respect to possible acquisitions of new properties, dispositions of existing properties in RioCan's portfolio and other real estate investment arrangements involving potential strategic joint ventures or the purchasing and holding of marketable securities of real estate related entities. There can be no assurance that any of these discussions will result in a definitive agreement, and, if they do, what the terms or timing of any acquisition, investment or disposition would be. The current economy is unsettled, with the price of oil creating uncertainty in certain markets dependent on the oil industry, and European and emerging market economic issues causing significant concerns over the potential pace of the global economic recovery. The pace of economic recovery in both Canada and the U.S. has diverged somewhat as U.S. economic growth has been more favourable and continues to look to be more resilient. Both economies continue to face significant risks as volatility in the capital and energy markets has increased. The recent decline in energy prices is expected to have a negative impact on economic growth and the housing markets in Western Canada, and to a lesser extent in Texas, if energy prices remain depressed. However, the potential decline in growth from low energy prices is expected to be at least partially offset by increased consumer spending from energy savings. In addition, the decline in the Canadian dollar should contribute to improved economic conditions in Canada's manufacturing and export dependent sectors. Demand from tenants in the near term is expected to remain steady with continued upward pressure on rental rates within Canada’s major markets. It remains uncertain, however, what the full impact of Target’s announcement to discontinue its operations in Canada will have on rental rates and tenant demand. RioCan will continue to carefully monitor the status of these locations for potential re-leasing opportunities throughout 2015. U.S. retailers considering expansion into Canada are doing so in a much more cautious and selective basis in their location decisions. The current Canadian interest rate environment remains favourable and is expected to remain so throughout 2015, noting the recent Bank of Canada decision to lower its key overnight lending interest rate by 25 basis points. This will continue to provide interest savings on the Trust's maturing debt. RioCan will continue to monitor both the economy and real estate markets with a view to ensuring it has adequate access to capital, either by way of equity, debt, or selected asset dispositions to meet its business requirements and maximize opportunities that may become available to it. RioCan’s growth is expected to primarily come from organic growth from within the portfolio, along with asset intensification and development in Canada. Given the competitive nature of the acquisition market and limited supply of acquisitions that meet RioCan's criteria, it is not currently expected that acquisitions will provide significant growth. The Trust is, however, taking advantage of this market environment to dispose of non-core, lower growth assets in order to improve its position in Canada's six major markets. RioCan is committed to remaining focused on its portfolio in order to preserve high occupancy levels through active management and leasing, which allows RioCan to maintain a stable stream of cash flows from long term assets which increase in value. The focus on active management led to RioCan’s decision to establish its own management platform in the U.S.. Overall, RioCan believes that it is well positioned in the marketplace, due to the depth of its management team, its size, as well as its diversified and stable portfolio, significant development pipeline, solid tenant base, flexible capital structure, and conservative borrowing practices. 46 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS For 2015: Canada • • • • • • Fundamentals in retail real estate in Canada are expected to remain steady, however there will be some disruption as a result of Target's announced departure from Canada and other recent bankruptcies, which has created a more cautious environment with retailers. The expected impact is difficult to estimate at this time, as many variables such as what will happen to the vacant space along with the impact on neighbouring tenants are yet to be determined. We do expect that there will be a negative impact in some markets, however, in certain situations there will be positive opportunities for repositioning and increased rental revenues. The Canadian market benefits from concentrated retail tenants who generally are financially strong, and a low level of development activity that is unlikely to create a supply imbalance. The Trust will continue to review its portfolio with a view towards selective dispositions of properties where appropriate as a further means of raising and recycling capital. The Trust evaluates the sale of selected assets as part of a process of actively managing its portfolio and a means of increasing the portfolio weighting in the six major markets in Canada, which was 73.3% of its Canadian revenue as at December 31, 2014. The Trust expects to realize organic growth from within the portfolio by way of contractual rental increases in existing leases, additional rental income that can be achieved from positive rental spreads on lease renewals and the potential for positive absorption in occupancy. U.S. • RioCan has established a management operating platform in the U.S. operating out of offices in Mount Laurel, New Jersey • and Dallas, Texas to manage the Trust’s assets that were previously managed by RioCan’s partners. RioCan’s operating platform in the U.S. has provided a basis for RioCan to expand its reach in the U.S. and provide the ability to realize additional economies of scale as the portfolio grows. Fundamentals in the U.S. markets within which RioCan operates is expected to remain steady as the U.S. economy grows. As a result of economic growth and little new supply over the past seven years, RioCan expects to continue to realize value in the portfolio through the leasing of currently vacant space and through rental growth in the small shop spaces at these centres. Macro Economic and Market Trends • The economic recovery in Canada continues to be slow, which has impacted retail sales and tenant activity. This economic environment, if it continues, may have an impact on the demand for retail space and rental rates. In addition, RioCan is actively monitoring the impact of oil prices on market conditions in Alberta along with overall consumer spending in Canada and the U.S. The Trust has been closely monitoring the impact of the Canadian dollar relative to the U.S. dollar on its business over the past year. In the near term, the Trust does not expect any significant direct impact other than the translation impact on U.S. earnings and its net U.S. dollar denominated assets. Interest expense savings derived from refinancing at current market interest rates are anticipated to continue due to the low Canadian interest rate environment, which is expected to remain for the rest of 2015. The Trust will continue to monitor the impact of online retail sales. RioCan believes that consumer trends will be towards increasingly greater sales in enclosed malls and shopping centres. As well, it is anticipated that there will be a higher proportion of sales generated from services versus products. Further, it is expected that existing retail models will be adapted to integrated sales depots for online sales. RioCan is well positioned for these trends based upon the depth and breadth of its portfolio, especially in urban markets. Grocery stores have been typically resilient against online sales and due to RioCan’s strong portfolio of grocery anchored centres, the impacts are less severe. Development Program • Developments completed during 2014 along with future developments, are expected to contribute to Operating FFO growth. Strong fundamentals arising from growth in certain cities with strong economic and population growth, such as the Greater Toronto Area, and new retailers has allowed RioCan to increase its development activities. RioCan’s joint venture with Tanger for the development of outlet shopping centres in Canada and RioCan’s urban focused joint venture with Allied further expand the potential development and intensification opportunities available across multiple retail formats. • Going forward, substantial activity and growth will be seen through a variety of formats in development and redevelopment of existing properties. Overall development spending, at RioCan’s interest, over the next three years will range from $150 to $250 million per year. RioCan’s development pipeline is expected to add approximately 7.0 million square feet (3.9 million square feet at RioCan’s interest) of space upon completion over the next six years, with the majority of forecasted yields ranging from 6% to 10%. RioCan is committed to property development and redevelopment opportunities and is focused on completing the development pipeline currently underway. Development activity is primarily concentrated in the six high growth markets in Canada and serves as an important component of RioCan’s organic growth strategy. The markets of Toronto, Calgary and Ottawa are a principal focus for development and intensification efforts where strong economic and population growth have afforded RioCan the opportunity to increase its development activity. In addition to RioCan’s development program, the Trust contributes to portfolio growth through the intensification of existing properties. Within its portfolio, RioCan has identified strategic opportunities to increase density or add to an existing asset, particularly residential intensification at the Trust's transit oriented developments. This intensification of existing properties contributes to NOI growth in an efficient manner, leveraging the existing asset base. • 47 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Acquisitions and Dispositions • RioCan has noted that there is currently greater competition for acquisitions as there exists a significant number of well- capitalized and high net worth investors seeking quality investments, especially due to the current low interest rate environment. Management will continue to maintain a disciplined approach to evaluating acquisition opportunities, while likely not at the same pace as the previous four years. • RioCan will continue its focus on the enclosed mall and urban retail segment, particularly in major markets, as a means of • • leveraging its retail tenant base across Canada. There are additional opportunities for organic growth within the acquired shopping centres, which RioCan believes it can realize with its deep infrastructure and management strength. The Trust has selected two geographic areas of focus for acquisitions in the U.S. - the northeastern U.S. region and the four major urban markets in Texas (Dallas-Fort Worth, Houston, Austin and San Antonio), which offer a complementary mix of tenants to RioCan’s Canadian portfolio of largely nationally branded tenants. The acquisitions that have been completed during the quarter and over a trailing 12 month basis, net of the impact of the Trust's dispositions program, will contribute to RioCan’s Operating FFO growth. At the present time, RioCan anticipates the relatively slow pace of acquisitions to continue. • RioCan continues to evaluate its portfolio in order to selectively dispose of assets as a means of recycling capital, and also to increase the portfolio weighting in the six major markets in Canada. During 2014, the Trust disposed of $53 million of properties in Canada (year ended December 31, 2013 - $616 million of property dispositions in Canada). As part of actively managing and improving the portfolio mix, RioCan will continue to identify properties for disposition, with $120 million already disposed of to date in 2015. Partner Relationships The Trust will continue to capitalize on the strength of its partner relationships in Canada to acquire property, enhance RioCan’s development projects, and generate additional income for its unitholders pursuant to arrangements where RioCan earns fees for its services. Capital Management Strategy RioCan’s capital management framework limits the Trust’s maximum indebtedness to 60% of Aggregate Assets as defined by the Declaration. RioCan remains focused on preserving a strong balance sheet and continuing to maintain substantial liquidity. Based on the fair market value of its portfolio, its consolidated leverage ratio of 43.7% of Aggregate Assets is currently substantially lower than the specified limit of 60%. Furthermore, RioCan believes it has sufficient unencumbered assets (approximately $2.8 billion as of December 31, 2014) and assets with low loan-to-value ratios that can be financed and/or refinanced to generate capital to meet its capital requirements and grow its asset base. RioCan’s ability to access such financing is dependent on the availability of debt in the market. A further source of capital is the Trust's distribution reinvestment and direct purchase plans. Unitholder distributions reinvested through such plans result in the issuance of Units, as opposed to a cash outlay, thereby providing an additional source of capital to fund RioCan’s activities. RioCan has developed other metrics regarding debt and leverage that are tracked and disclosed on a quarterly basis to help facilitate financial statement users’ and stakeholders’ understanding of RioCan’s leverage and its ability to service such leverage. These metrics include net debt to adjusted EBITDA ratio, debt service coverage ratio, interest coverage ratio, fixed charge coverage ratio and unencumbered assets to unsecured debt which are outlined in the “Capital Strategy and Resources” section of this MD&A. While having relatively low debt leverage exposure is important, the quality of the rental revenue available to service the Trust’s debt and pay distributions to unitholders is equally important. The Trust strives to reduce its exposure to rental revenue risk in the shopping centre portfolio through geographical diversification, staggered lease maturities, diversification of revenue sources resulting from a large tenant base, avoiding dependence on any single tenant by ensuring no individual tenant contributes a significant percentage of its gross revenue and ensuring a considerable portion of its rental revenue is earned from national and anchor tenants geographic diversification (U.S. and Canada economy). In addition, RioCan staggers its debt maturities to reduce its exposure to potential volatility in availability of debt and interest rate movements. RioCan is able to access multiple sources of capital including, but not limited to, secured and unsecured debt, preferred units and Units, which provide the Trust with greater flexibility in raising capital and to manage its overall cost of capital. CORPORATE SOCIAL RESPONSIBILITY Corporate responsibility continues to be an area of focus for RioCan as it endeavours to maintain its role as one of Canada’s corporate leaders. RioCan’s corporate responsibility philosophy is based on three cornerstones: Environmental Responsibility, Corporate Philanthropy, and Responsibility to Employees. Occupational Health and Safety RioCan is committed to the mental and physical health and safety of all our employees. Protecting our employees from injury, occupational disease or workplace violence is a continuing objective. Managers and Supervisors are held accountable for the health and safety of employees under their supervision and ensure that equipment, machinery and working areas are safe, and that employees work in compliance with established safe work procedures. Workers receive training in their specific work tasks to safeguard their health and safety. Training courses to learn how to protect themselves from electrical hazards, chemical hazards, musculoskeletal disorders, slips, trips and falls are mandatory and occur during the employee orientation process and periodically afterwards to promote that working safely is always recognized as a priority at RioCan. 48 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Programs, policies and training to support a worker’s mental health are also an important part of the RioCan safety philosophy. Violence and Harassment in the Workplace, Emergency Preparedness and Employee Assistance Programs allow RioCan to provide a safe work environment and ensure that everyone knows what to do in case of any emergency. Compliance to RioCan’s health and safety standards is vigorously audited to verify that processes and policies set out by the company are being adhered to. Daily, weekly, monthly and annual audits are completed by Supervisors and Managers and a selection of property audits in every region are validated annually by certified auditors from the OHS&E Department. Risk and Accident reduction is the core of the Occupational Health and Safety program at RioCan. As a result of the company’s prevention programs, high level of safety compliance and a strong Early and Safe Return to Work Program the number of Lost Time Accidents was reduced to zero for 2014. Environment RioCan continuously makes efficiency improvements in its property portfolio and works with its tenants to facilitate their energy conservation needs, which contribute to lowered emissions and reduced energy use. In addition, development projects are viewed through the lens of sustainable building with these factors being incorporated wherever possible. RioCan has worked with tenants as they customize their space to include geothermal heating and cooling, waste water collection and lower carbon footprint initiatives. RioCan has also taken specific environmental initiatives at its properties such as the installation of recycling receptacles which reduce the amount of waste generated at RioCan properties across Canada. RioCan YEC is among the properties that have been certified BOMA BESt. RioCan has implemented a number of initiatives since acquiring the property at which its head office is located, to improve the efficiency and environmental footprint of the building. The property was certified in 2009 and RioCan continues to upgrade the property’s efficiency. The company also plans to erect a “Living Wall” on site which will symbolize our commitment to the environment. Burlington Mall was also certified BOMA BESt in 2014. RioCan's environmental initiatives resulted in an acknowledgment by the City of Burlington in the form of the Mayor’s Sustainable Green Business Award. Corporate Philanthropy Corporate Philanthropy is a key facet of RioCan’s profile as a good corporate citizen and one that RioCan has always viewed as a priority. RioCan regularly sponsors a number of charitable organizations with a focus towards children’s and medical charities. RioCan views its participation in the community where it does business to be of great importance, whether it is through direct financial contributions, the donation of space for use by charitable organizations, or through the time taken by its employees through volunteering across Canada. RioCan recognizes the importance of its dedication to the development of communities through civic involvement and the funding of vital programs. RioCan believes that support in fundraising efforts returns long-lasting benefits to society, its employees, and the Trust. In 2014, RioCan employees participated in a company-wide fundraising campaign for United Way. For fundraising, employees participated in the Real Estate stair climb and a kick-off lunch and learn. In addition, RioCan’s corporate head office and satellite office participated in the Hospital for Sick Children annual Toy drive in which employees contributed more than 1,000 toys to this cause. RioCan was also a proud supporter of several other non-profit organizations including the Heart & Stroke Foundation, the Baycrest Foundation, the University Health Network, and Mount Sinai Hospital. RioCan also sponsors a number of Educational Institutions with a focus towards Real Estate programs and Corporate Social Responsibility events. RioCan participates in career fairs and networking events to educate youth about best practices and workplace experiences. Community Building Events RioCan is committed to its communities in which it conducts business. In early 2015, RioCan will launch an anti-bullying campaign called “Red Dot Safe Spot” declaring all RioCan properties bully free zones. This campaign will further demonstrate RioCan’s commitment to creating a safe hub for our neighbors and customers by supporting youth at risk and by participating in the fight to end bullying. Responsibility to Employees RioCan strives to provide its employees with a safe work environment, free from discrimination and harassment. RioCan has a number of employee-focused initiatives that are designed to improve workplace satisfaction. Continuing Education and Training Policy RioCan recognizes that proactive training, development and education initiatives are instrumental in ensuring that our people become more effective in their present positions, as well as preparing them for future advancement in the company. RioCan is dedicated to providing equal opportunities to employees with respect to training, development and education endeavours, through the provision of financial support. RioCan encourages employees to continue to develop their skills with tuition subsidies for job-related courses, a variety of in-house and online training programs, and subsidies for professional accreditation. Employees have a maximum of $2,000 per calendar year towards this initiative. 49 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Employee Assistance Program RioCan provides an Employee Assistance Program (EAP) that is a confidential and voluntary support service that can help employees resolve problems and challenges they may encounter in personal or professional life. This program is at no cost to the employee. The EAP is available 24 hours a day, seven days a week for immediate, confidential help. Employees can receive the support they need over the telephone, in person, online and through a variety of issue-based health and wellness resources. Code of Conduct All RioCan Personnel must conduct themselves according to the highest standards of integrity, which include respect for others, ethical principles, honesty, trust, fairness, openness, objectivity, and seek to avoid even the appearance of improper behaviour. Moreover, RioCan and RioCan Personnel owe a duty of good faith to each other in all of their dealings. Fair and courteous treatment of tenants, fellow employees, suppliers and the public is mandatory. Honesty and trustworthiness are essential components of all interactions on behalf of or in connection with RioCan. It is also essential that a professional image be maintained at all times. RioCan Personnel must demonstrate a responsible attitude, appropriate demeanor and suitable attire at all times. RioCan’s Code of Business Conduct and Ethics (“Code”) requires trustees, officers and employees to serve high standards of business and personal ethics in the conduct of their duties and responsibilities. Employees are required to complete a yearly mandatory course to enhance understanding and ensure compliance. Whistleblower Protection Policy It is the responsibility of all trustees, officers and employees to comply with the Code and to report violations or suspected violations in accordance with the Whistleblower Protection Policy. The Whistleblower Protection Policy is intended to encourage and enable employees and others to raise serious concerns within RioCan. This Code reflects RioCan’s open door policy and suggests that employees share their questions, concerns, suggestions or complaints with someone who can address them properly without fear of retaliation. If an employee prefers to make an anonymous report, they can utilize the third-party confidential reporting system that is available 24 hours a day 7 days a week. Service Excellence RioCan was recognized as one of the Top 100 Employers in the greater Toronto area for 2015. This special designation recognizes the Greater Toronto employers that lead their industries in offering exceptional places to work. RioCan’s commitment to work life balance was one of the areas it was recognized for. RioCan’s Yonge and Eglinton Centre was recognized by the fire service department as being a model of how complex building should be managed during an emergency situation. In-depth training programs are provided to stakeholders with a careful look at best practices in emergency situations. RioCan provides a mixture of learning methodologies including classroom lectures, interactive presentations, workshops, reading materials, one-on-one coaching and role-playing events to aid understanding and ensure safety compliance. Designated fire wardens also receive specialized training to increase preparedness for a real emergency. All RioCan employees who reach a work anniversary milestone are rewarded with a custom designed RioCan pin commemorating their years of service. RioCan believes it is of utmost importance to recognize longstanding employees for all the contributions and efforts made throughout their employment. Employee Benefits RioCan provides a competitive Employee Group Insurance Benefits Plan to all full-time employees and part-time hourly employees who work a minimum of 28 hour comprising of health and dental benefits, life insurance, retirement savings plan, pension plan and an employee unit purchase plan (EUPP). Employee Statistics RioCan is committed to providing equal opportunities to all our employees and candidates alike. Our success is due to the abilities of talented men and women from diverse backgrounds. As at December 31, 2014, RioCan’s workforce is comprised of 51.14% females and 48.86% males. At the Manager level, we have almost an equal amount of men and women occupying these roles (50.9% females and 49.1% males). When assessing the gender representation for Manager Level and up, females represent 41.4% of these positions. OCCUPANCY RioCan’s committed occupancy is 97.0% at December 31, 2014, as compared to 97.0% at September 30, 2014 and 96.9% at December 31, 2013. Included in the occupancy rate is 512,000 square feet of NLA that has been leased but is not yet generating rent, resulting in an economic occupancy rate of 96.0% (compared to 96.0% at September 30, 2014 and 95.8% at December 31, 2013), which represents the occupied NLA for which tenants are paying rent. The annualized rental impact once these tenants take occupancy and commence paying rent is approximately $16 million. During the quarter, RioCan renewed 603,000 square feet (2013 - 1,408,000 square feet) in the Canadian portfolio at an average rent increase of $2.45 per square foot (2013 - $1.37 per square foot), representing an increase of 11.8% and a renewal retention rate of 85.0%. 50 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Various operating and leasing metrics over the last eight quarters are as follows: 2014 2013 (thousands of square feet, millions of dollars, except where otherwise noted) Fourth quarter Third quarter Second quarter First quarter Fourth quarter Committed occupancy Economic occupancy NLA leased but not paying rent Annualized rental impact Retention rate – Canada (i) % increase in average net rent per sq ft – Canada Retention rate – U.S. % increase in average net rent per sq ft – U.S. 97.0% 96.0% 512 97.0% 96.0% 488 96.9% 95.9% 520 96.8% 95.7% 519 96.9% 95.8% 542 $ 15.7 $ 15.5 $ 15.3 $ 13.0 $ 14.0 $ Third quarter 97.0% 95.5% 716 17.0 Second quarter First quarter 96.7% 95.4% 642 97.0% 95.8% 615 $ 15.0 $ 15.0 85.0% 91.7% 88.8% 91.2% 97.0% 91.1% 95.9% 68.3% 11.8% 78.3% 12.9% 92.2% 13.9% 97.3% 7.0% 86.4% 8.8% 98.2% 11.2% 98.4% 12.0% 92.0% 13.4% 98.8% 7.1% 9.3% 7.0% 8.3% 4.8% 3.8% 4.3% 2.3% Average in place rent $ 16.15 $ 16.01 $ 16.00 $ 16.01 $ 16.08 $ 16.07 $ 15.77 $ 15.77 Same store growth (ii) – Canada Same store growth (ii) – U.S. 0.6% 4.4% 1.9% 3.7% 2.0% 1.4% 3.1% 3.0% 2.7% 1.7% 2.2% 0.9% 0.6% 1.4% 0.1% 1.4% (i) The first quarter of 2013 includes impact of the vacancy of Zellers totalling 188,000 sq ft at 100% (100,500 sq ft at RioCan’s interest) during the quarter. The first quarter of 2013 retention rate excluding Zellers was 81.1%. The retention rate represents the percentage of tenants who have renewed their leases. (ii) Refers to same store NOI growth on a year over year basis. RioCan has consistently maintained high occupancy rates between 96.7% and 97.0% over the most recent eight quarters. The historical portfolio occupancy rate broken down by property type is as follows: (in percentages) Canada New format retail Grocery anchored centre Enclosed shopping centre Non-grocery anchored centre Urban retail Office Total Canada U.S. New format retail Grocery anchored centre Non-grocery anchored centre Total U.S. Total Portfolio 2014 2013 Fourth quarter Third quarter Second quarter First quarter Fourth quarter Third quarter Second quarter First quarter 98.3 97.7 91.8 97.2 98.5 97.5 97.0 96.5 98.5 96.6 97.1 97.0 98.3 97.6 91.8 98.0 98.2 96.7 97.0 96.3 98.4 96.2 96.9 97.0 98.3 97.7 91.6 98.1 98.4 97.3 97.0 96.1 98.3 96.2 96.7 96.9 98.4 97.2 91.9 95.9 98.8 97.2 96.9 96.1 98.1 95.6 96.6 96.8 98.6 98.0 90.2 97.4 98.9 97.3 96.9 96.4 98.0 93.9 96.8 96.9 98.5 97.9 90.9 97.3 98.6 97.3 96.9 97.2 98.1 93.6 97.4 97.0 98.4 96.9 90.4 97.5 98.8 97.8 96.6 97.1 98.0 94.3 97.3 96.7 98.5 97.1 91.2 97.5 98.1 98.1 97.0 97.3 98.1 91.8 97.4 97.0 51 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Economic Occupancy At December 31, 2014, RioCan’s committed occupancy rate of the total portfolio is 97.0% which includes 512,000 square feet of NLA that has been leased but is not yet paying rent, resulting in an economic occupancy rate of 96.0%. A rent commencement timeline for the NLA which has been leased but is not currently open is as follows: (in thousands, except percentage amounts) Total Q1 2015 Q2 2015 Q3 2015 Q4 2015 2016 Square feet: NLA commencing Cumulative NLA commencing % of NLA commencing Cumulative % total Average net rent: Monthly rent commencing Cumulative monthly rent commencing % of rent for NLA commencing Cumulative % total rent commencing Small Shop Occupancy 512 512 138 138 27.0% 27.0% 181 319 35.4% 62.4% $ 1,308 $ $ 1,308 $ 365 365 $ $ 483 848 $ $ 27.9% 27.9% 36.9% 64.8% 76 395 14.8% 77.2% 177 1,025 13.5% 78.3% $ $ 34 429 6.6% 83.8% 103 1,128 7.9% 86.2% 83 512 16.2% 100.0% 180 1,308 13.8% 100.0% $ $ At December 31, 2014, RioCan’s small shop committed occupancy rate for the total portfolio is 92.6% (December 31, 2013 - 92.3%). RioCan defines small shops as retail tenants with less than 10,000 square feet of NLA. The following is a breakdown of total portfolio committed occupancy: As at Small Shop (<10,000 sqft) Total Leasing Activity December 31, 2014 December 31, 2013 Canada 98.9% 93.2% 97.0% U.S. 99.9% 88.9% 97.1% Total Portfolio 99.1% 92.6% 97.0% Canada 98.8% 93.1% 96.9% U.S. 99.7% 88.2% 96.8% Total Portfolio 99.0% 92.3% 96.9% RioCan’s portfolio leasing activity during the three months and year ended December 31, 2014 are as follows: (in thousands, except per sqft amounts) Three months ended December 31, Canada New leasing Renewals U.S. New leasing Renewals (i) Net rent is primarily contractual basic rent pursuant to tenant leases. (in thousands, except per sqft amounts) Year ended December 31, Canada New leasing Renewals U.S. New leasing Renewals (i) Net rent is primarily contractual basic rent pursuant to tenant leases. 2014 2013 Square feet Average net rent per sqft (i) Square feet Average net rent per sqft (i) 429 $ 603 $ 40 $ 62 $ 22.24 23.20 19.98 25.61 375 $ 1,408 $ 4 $ 191 $ 17.99 16.88 19.76 12.06 2014 2013 Square feet Average net rent per sqft (i) Square feet Average net rent per sqft (i) 1,312 $ 4,192 $ 124 $ 396 $ 22.19 18.00 21.34 22.16 1,499 $ 3,880 $ 87 $ 633 $ 18.97 18.22 21.96 12.96 52 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Renewal Leasing A summary of RioCan’s 2014 and 2013 renewal leasing is as follows: (in thousands, except per sqft amounts) 2014 Full year Q4 2014 Q3 2014 Q2 2014 Q1 2014 Q4 2013 Square feet renewed: Canada U.S. Average net rent per square foot: Canada U.S. Increase in average net rent per square foot: Canada U.S. Percentage increase in average net rent per square 4,192 396 18.00 22.16 1.84 1.60 $ $ $ $ 603 62 23.20 25.61 2.45 1.69 $ $ $ $ 1,133 115 17.57 20.11 2.01 1.71 $ $ $ $ 1,174 159 18.50 22.17 2.26 1.44 $ $ $ $ 1,282 60 15.47 22.53 1.02 1.73 $ $ $ $ 1,408 191 16.88 12.06 1.37 0.55 $ $ $ $ foot: Canada U.S. Retention rate: Canada U.S. 11.4% 7.8% 90.2% 93.4% 11.8% 7.1% 85.0% 78.3% 12.9% 9.3% 91.7% 92.2% 13.9% 7.0% 88.8% 97.3% 7.0% 8.3% 91.2% 86.4% 8.8% 4.8% 97.0% 98.2% Including anchor tenants, the components of renewal activity for the quarter and year ended December 31, 2014 by geography is as follows: (in thousands, except per sqft amounts) Renewals at market rental rates: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Percentage increase in average net rent per sqft Renewals at fixed rental rate options: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Percentage increase in average net rent per sqft Total: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Percentage increase in average net rent per sqft For the three months ended December 31, 2014 Canada U.S. For the year ended December 31, 2014 Canada U.S. $ $ $ $ $ $ 482 24.86 2.75 12.4% 121 16.55 1.26 8.2% 603 23.20 2.45 11.8% $ $ $ $ $ $ 29 28.05 1.39 5.2% 33 23.51 1.94 9.0% 62 25.61 1.69 7.1% $ $ $ $ $ $ 2,223 22.33 2.79 14.3% 1,969 13.11 0.76 6.2% 4,192 18.00 1.84 11.4% $ $ $ $ $ $ 242 20.99 1.57 7.4% 154 24.07 1.65 7.4% 396 22.16 1.60 7.8% 53 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Including anchor tenants, the components of renewal activity for the Canadian portfolio for the three months ended December 31, 2014 by property type are as follows: (in thousands, except per sqft amounts) Total New format retail Grocery anchored centre Enclosed shopping centre Non-grocery anchored centre Urban retail Office Renewals at market rental rates: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Renewals at fixed rental rate options: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Total: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Percentage increase in average net rent per sqft 482 $ 24.86 $ 2.75 121 $ 16.55 $ 1.26 603 $ 23.20 $ 2.45 218 24.57 2.68 93 19.30 1.34 311 23.00 2.28 $ $ $ $ $ $ $ $ $ $ $ $ 87 22.20 2.87 $ $ 104 28.39 2.04 — — $ — $ 26 6.84 1.05 87 22.20 2.87 $ $ 130 24.02 1.84 $ $ $ $ $ $ 34 19.01 1.48 33 6 $ $ 30.02 $ 18.55 6.87 $ 0.80 — — $ — $ — 2 — $ 18.00 — $ — 34 19.01 1.48 33 8 $ $ 30.02 $ 18.44 6.87 $ 0.64 11.8% 11.0% 14.8% 8.3% 8.4% 29.7% 3.6% Including anchor tenants, the components of renewal activity for the Canadian portfolio for the year ended December 31, 2014 by property type are as follows: (in thousands, except per sqft amounts) Total New format retail Grocery anchored centre Enclosed shopping centre Non-grocery anchored centre Urban retail Office Renewals at market rental rates: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Renewals at fixed rental rate options: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Total: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Percentage increase in average net rent per sqft 2,223 $ 22.33 $ 2.79 1,969 $ 13.11 $ 0.76 4,192 $ 18.00 $ 1.84 950 22.68 2.78 863 16.32 0.97 1,813 19.65 1.92 $ $ $ $ $ $ $ $ $ $ $ $ 588 20.78 2.51 589 10.98 0.17 1,177 15.88 1.34 $ $ $ $ $ $ 473 23.40 2.90 315 9.27 1.60 788 17.74 2.38 $ $ $ $ $ $ 93 21.81 3.18 24 9.00 1.50 117 19.24 2.84 $ $ $ $ $ $ 70 49 29.46 $ 14.78 5.32 $ 0.98 176 2 11.84 $ 18.00 0.11 $ — 246 51 16.81 $ 14.89 1.58 $ 0.95 11.4% 10.8% 9.2% 15.5% 17.3% 10.4% 6.8% 54 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Including anchor tenants, the components of renewal activity for the U.S. portfolio for the three months ended December 31, 2014 by property type are as follows: (in thousands, except per sqft amounts) Renewals at market rental rates: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Renewals at fixed rental rate options: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Total: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Percentage increase in average net rent per sqft Total New format retail Grocery anchored centre Non-grocery anchored centre 29 28.05 1.39 33 23.51 1.94 62 25.61 1.69 7.1% $ $ $ $ $ $ 24 28.67 1.15 31 23.36 1.87 55 25.62 1.56 6.5% $ $ $ $ $ $ 2 24.00 2.50 2 26.45 3.45 4 25.07 2.92 13.2% $ $ $ $ $ $ 3 26.13 2.37 — — — 3 26.13 2.37 10.0% $ $ $ $ $ $ Including anchor tenants, the components of renewal activity for the U.S. portfolio for the year ended December 31, 2014 by property type are as follows: (in thousands, except per sqft amounts) Renewals at market rental rates: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Renewals at fixed rental rate options: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Total: Square feet renewed Average net rent per sqft Increase in average net rent per sqft Percentage increase in average net rent per sqft Tenant Vacancies Total New format retail Grocery anchored centre Non-grocery anchored centre 242 20.99 1.57 154 24.07 1.65 396 22.16 1.60 7.8% $ $ $ $ $ $ 163 22.23 1.62 115 24.73 1.55 278 23.19 1.59 7.4% $ $ $ $ $ $ 75 18.17 1.46 39 21.92 1.91 114 19.45 1.61 9.0% $ $ $ $ $ $ 4 27.26 1.81 — — — 4 27.26 1.81 7.1% $ $ $ $ $ $ RioCan strives to diversify its tenant base by location, by property type, by anchor type and by minimizing the degree of reliance on any single tenant. In the regular course of business, RioCan will, however, encounter tenants that are subject to restructuring, insolvency or bankruptcy activities. In most cases, rental revenue continues to be paid to RioCan by, or on behalf of, the tenant. RioCan actively monitors such situations and, in those cases where vacancies result, RioCan endeavours to replace tenants as quickly as possible at economically similar or better lease terms. Such vacancies will, in certain instances, give rise to rights for adjacent tenants in the shopping centre that is the subject of the vacancy. Such right commonly referred to as a co-tenancy right, allows co-tenants rights ranging from rent reductions to lease terminations. 2014 Vacancy Activity (thousands of square feet) For the three months ended December 31, Total vacancies during the period (i) Vacated space re-leased (i) Excluding lease cancellation fees. 2014 2013 Total 201 49 RioCan’s Interest 169 32 Total 235 91 RioCan’s Interest 189 86 55 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS (thousands of square feet) For the year ended December 31, Total vacancies during the year (i) Vacated space re-leased (i) Excluding lease cancellation fees. 2014 2013 Total 1,220 492 RioCan’s Interest 1,000 399 Total 1,460 711 RioCan’s Interest 1,212 608 During the three months ended December 31, 2014, RioCan experienced vacancies of approximately 201,000 square feet, of which RioCan’s interest was 169,000 square feet. The average gross rent on RioCan’s ownership interest was $31.16 per square foot. Approximately 49,000 square feet of space vacated in Q4 2014 has been leased to new tenants, of which RioCan’s interest was 32,000 square feet, at an average gross rent of $35.89 per square foot. During the three months ended December 31, 2014, tenant vacancies for which lease cancellation fees of $0.2 million were recognized by RioCan totalled 16,329 square feet of vacated NLA (14,931 square feet at RioCan’s interest) at an average net rent of $21.63 per square foot ($22.01 per square foot at RioCan’s interest). During the year ended December 31, 2014, RioCan experienced vacancies of approximately 1,220,000 square feet, of which RioCan’s interest was 1,000,000 square feet. The average gross rent on RioCan’s ownership interest was $30.08 per square foot. Approximately 492,000 square feet of space vacated in 2014 has been leased to new tenants, of which RioCan’s interest was 399,000 square feet, at an average gross rent of $31.48 per square foot. During the year ended December 31, 2014, tenant vacancies for which lease cancellation fees of $4.9 million were recognized by RioCan totalled 258,919 square feet of vacated NLA (218,359 square feet at RioCan’s interest) at an average net rent of $12.04 per square foot ($12.39 per square foot at RioCan’s interest). The lease cancellation fees include a $2.5 million net termination fee received from Big Lots on seven locations comprising 198,000 square feet. On December 5th, 2014, fashion chain Mexx filed for creditor protection. Unsuccessful in trying to restructure its operations, Mexx Canada has begun to liquidate all of its 95 stores across Canada. RioCan previously had 18 Mexx locations under lease, the majority of which are located in primary markets. Of these 18 locations, 15 leases have been effectively disclaimed with the remainder set to close by the end of the first quarter of 2015. In anticipation of these store closures, RioCan has started to actively market these locations to various national retailers in order to replace the vacancy and minimize the disruption to rental income. In addition to Mexx, RioCan has experienced higher than typical store closures during the first quarter of 2015 including the Cash Store (CCAA - 13 locations in RioCan’s Canadian portfolio comprising 15,000 square feet); Radio Shack (Chapter 11 - 7 locations in RioCan’s U.S. portfolio comprising 17,000 square feet); Sony (ceasing operations - 2 locations in RioCan’s Canadian portfolio comprising 9,000 square feet); and Jones New York (ceasing operations - 2 locations in RioCan’s Canadian portfolio comprising 19,000 square feet). While the Trust is confident that a large number of these locations will be assigned or re-leased to replacement tenants, RioCan's outlook for the retail market remains cautious. On January 15, 2015, Target announced plans to discontinue its Canadian operations. As at December 31, 2014, RioCan has 26 Target locations under lease representing approximately 1.9% of RioCan’s total annualized rental revenue with an average remaining lease term of approximately 12.7 years. As of the date hereof, management cannot reasonably estimate the future financial impact to RioCan of Target's decision to exit the Canadian market due to uncertainty with respect to the CCAA proceedings relating to the liquidation and wind-down process and the early stage of such proceedings. New Leasing Canadian Portfolio For the quarter ended December 31, 2014, approximately 429,000 square feet of space was leased at an average net rent of $22.24 per square foot, compared to approximately 375,000 square feet of space that was leased at an average net rent of $17.99 per square foot during the fourth quarter of 2013. Approximately 1,312,000 square feet (including 148,000 square feet pertaining to space leased at development sites) of space was leased in the Canadian portfolio during the year ended December 31, 2014 at an average net rent of $22.19 per square foot, compared to approximately 1,499,000 square feet of space that was leased at an average net rent of $18.97 per square foot during the year ended December 31, 2013. 56 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS A summary of RioCan’s 2014 and 2013 new leasing on the existing Canadian portfolio by property type is as follows: (in thousands, except per sqft amounts) Square feet leased: New format retail Grocery anchored centre Enclosed shopping centre Non-grocery anchored centre Urban retail Office Total Average net rent per square foot: New format retail Grocery anchored centre Enclosed shopping centre Non-grocery anchored centre Urban retail Office Total U.S. Portfolio Q4 2014 Q3 2014 Q2 2014 Q1 2014 Q4 2013 2014 Full year 538 263 283 36 172 20 1,312 178 56 71 3 114 7 429 161 56 73 19 10 8 86 67 41 6 48 3 113 84 98 8 — 2 327 251 305 $ 22.23 $ 19.77 $ 20.46 $ 28.88 $ 23.54 $ 17.18 24.59 15.99 27.91 14.71 18.82 26.35 22.00 25.88 10.93 17.42 23.95 12.91 36.61 15.73 20.14 42.39 22.90 30.84 17.03 13.55 16.36 15.90 — 20.00 $ 22.19 $ 22.24 $ 20.65 $ 28.82 $ 18.30 $ 153 109 43 9 59 2 375 13.78 16.94 25.67 20.24 24.93 19.00 17.99 For the quarter ended December 31, 2014, RioCan achieved approximately 40,000 square feet of new leasing in the U.S. at an average rate of $19.98 per square foot. During the year ended December 31, 2014, RioCan achieved approximately 124,000 square feet of new leasing in the U.S. at an average rate of $21.34 per square foot. A summary of RioCan’s 2014 and 2013 new leasing on the existing U.S. portfolio by property type is as follows: (in thousands, except per sqft amounts) 2014 Full year Q4 2014 Q3 2014 Q2 2014 Q1 2014 Q4 2013 Square feet leased: New format retail Grocery anchored centre Non-grocery anchored centre Total Average net rent per square foot (US dollars): New format retail Grocery anchored centre Non-grocery anchored centre Total 89 34 1 124 21.88 19.98 18.00 21.34 $ $ 18 21 1 40 15 3 — 18 42 5 — 47 14 5 — 19 1 3 — 4 $ 22.92 $ 23.71 $ 19.77 $ 24.78 $ 22.00 17.54 18.00 28.16 26.43 19.74 18.50 — — — — $ 19.98 $ 24.39 $ 20.44 $ 23.44 $ 19.76 57 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Lease Expiries RioCan’s lease expiries for the Canadian portfolio, at RioCan’s interest, by property type for the next five years are as follows: (in thousands, except per sqft and percentage amounts) Square feet: New format retail Grocery anchored centre Enclosed shopping centre Non-grocery anchored centre Urban retail Office Total Square feet expiring/Portfolio NLA Average net rent per occupied square foot: New format retail Grocery anchored centre Enclosed shopping centre Non-grocery anchored centre Urban retail Office Total average net rent per square foot Portfolio NLA (i) 18,595 8,940 6,771 2,050 1,810 1,828 39,994 17.05 15.08 16.82 16.02 24.59 13.68 16.69 $ $ Lease expiries for the years ending 2015 2016 2017 2018 2019 1,576 960 895 255 67 196 3,949 9.9% 18.15 16.19 18.72 13.13 28.97 15.64 17.54 $ $ 1,919 1,145 971 229 78 245 4,587 11.5% 17.45 15.91 18.81 15.09 25.83 16.00 17.30 $ $ 1,596 1,240 564 88 113 197 3,798 9.5% 19.90 15.36 20.67 21.48 38.18 14.30 18.82 $ $ 2,122 1,168 619 144 273 254 4,580 11.5% 19.03 15.53 16.46 19.70 17.63 15.30 17.52 $ $ 2,498 1,363 628 165 276 220 5,150 12.9% 18.21 15.77 16.88 17.83 18.58 12.97 17.19 (i) Represents RioCan’s proportionate ownership share. RioCan’s lease expiries for the U.S. portfolio, at RioCan’s interest, by property type for the next five years are as follows: Portfolio NLA (i) 7,110 2,685 236 10,031 (in thousands, except per sqft and percentage amounts) Square feet: New format retail Grocery anchored centre Non-grocery anchored centre Total Square feet expiring/Portfolio NLA Average net rent per occupied square foot (US dollars): New format retail Grocery anchored centre Non-grocery anchored centre Lease expiries for the years ending 2015 2016 2017 2018 2019 539 169 27 735 7.3% 232 266 4 502 5.0% 507 205 18 730 7.3% 711 320 28 1,059 10.6% 1,238 247 42 1,527 15.2% 15.30 14.91 10.54 15.11 $ 14.17 14.22 11.05 $ 19.20 19.52 21.01 $ 21.44 12.46 25.47 $ 17.96 16.84 10.08 $ 17.46 15.20 17.80 Total average net rent per square foot 14.01 $ 19.34 $ 16.70 $ 17.45 $ 16.79 $ (i) Represents RioCan’s proportionate ownership share. 58 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS The components of RioCan’s Canadian and U.S. lease expiries for 2015 by property type are as follows: (in thousands, except per sqft amounts) 2015 expiries at market rental rates: New format retail Grocery anchored centre Enclosed shopping centre Total Non- grocery anchored centre Urban retail Office Square feet expiring 3,290 1,317 922 610 195 67 179 Average net rent per sqft $ 19.59 $ 19.99 $ 17.01 $ 23.64 $ 16.69 $ 28.92 $ 15.83 2015 expiries with fixed rental rate options: Square feet expiring Average in-place net rent per sqft $ Average renewal net rent per sqft $ Increase in average net rent per sqft Total: Square feet expiring Average net rent per sqft $ $ Contractual Rent Increases 1,396 13.65 $ 14.61 $ 798 15.82 $ 16.92 $ 208 15.30 $ 16.06 $ 285 8.16 $ 8.84 $ 87 7.66 $ 8.87 $ 1 35.00 $ 35.00 $ 17 13.59 13.94 0.96 $ 1.10 $ 0.76 $ 0.68 $ 1.21 $ 0.00 $ 0.35 4,686 2,115 1,130 895 282 68 196 17.82 $ 18.41 $ 16.69 $ 18.72 $ 13.90 $ 28.97 $ 15.64 Certain of RioCan’s leases allow for periodic increases in rates during the term of the leases which contributed to growth in same store NOI. Contractual rent increases, including rent increases at time of renewal, in each year for the next five years are as follows: (in millions) For the years ending Canadian Portfolio U.S. Portfolio Net increase in contractual rent receipts 2015 2016 2017 2018 2019 $ $ 8.0 $ 1.5 9.5 $ 6.0 $ 1.1 7.1 $ 5.5 $ 1.0 6.5 $ 5.9 $ 1.1 7.0 $ 5.5 0.9 6.4 59 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS The following table shows the Trust’s ownership interests in certain joint arrangements for the periods presented: Partnership RPAI (Texas) Property 1890 Ranch Alamo Ranch Bear Creek Bird Creek Crossing Great Southwest Crossing Riverpark Shopping Center I, II Southpark Meadows (Phase I, II) Suntree Square RioKim/Dunhill (Texas) Las Palmas Marketplace RioKim Montgomery JV LP (Texas) Montgomery Plaza Dawson Yonge LP (Canada) RioCan Centre Newmarket Dunhill (Texas) Sterling (Texas) RioCan White Shield LP (White Shield (Canada)) RPAI (Texas) Arbor Park Las Colinas Village Lincoln Square Louetta Central Timber Creek Cinco Ranch Ingram Hills Shopping Center White Shield Plaza December 31, 2014 December 31, 2013 100% 100% 100% 100% 100% 100% 100% 100% 100% 80% 40% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 80% 40% 100% 100% 100% 100% 100% 100% 100% 60% These properties were equity accounted for between January 1, 2013 and September 30, 2013. The RPAI (Texas) properties, which show RioCan's interest at 100% at December 31, 2013 and December 31, 2014, were acquired from RPAI on October 1, 2013 and are fully consolidated as of October 1, 2013. RioKim/Dunhill (Texas) This property was accounted for under the equity method of accounting between January 1, 2013 and September 30, 2013. RioCan acquired interests from both Dunhill and Kimco during October 2013 resulting in RioCan's 100% ownership of this property. RioKim Montgomery JV LP (Texas) This is an 80/20 joint venture between RioCan and Kimco managed by Kimco and is accounted for under the equity method of accounting. Dawson Yonge LP (Canada) This is a partnership between RioCan (40%), Marketvest Corporation (40%) and Dale-Vest Corporation (20%). This property has been equity accounted for between January 1, 2013 and December 31, 2014. Dunhill (Texas) and Sterling (Texas) These properties were consolidated with a non-controlling interest allocation from January 1, 2013 to September 30, 2013. These properties were fully consolidated from October 1, 2013 to December 31, 2014. White Shield (Canada) On February 3, 2014, RioCan entered into an agreement to purchase the remaining 40% equity interest in White Shield (Canada).This property was consolidated with a non-controlling interest allocation from January 1, 2013 to February 3, 2014. This property was fully consolidated from February 4, 2014 to December 31, 2014. 60 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Reconciliation of Net Earnings to Net Earnings at RioCan's Interest The following tables provide a reconciliation from RioCan’s IFRS financial statements to RioCan’s financial statements utilizing its proportionate interest in all of its portfolio investments. (thousands of dollars) Three months ended December 31, 2014 REVENUE: Base rent Percentage rent Rent subject to tenants’ sales thresholds Property taxes and operating cost recoveries Lease cancellation fees Rental revenue PROPERTY OPERATING COSTS: Recoverable under tenant leases Non-recoverable from tenants Other income Share of net earnings in equity accounted joint ventures Fees and other Interest Other expenses Interest General and administrative Leasing costs Foreign exchange loss Demolition costs Aborted deal costs Transaction costs RioCan’s Interest in Equity Accounted Investments and Joint Ventures (iii) RioCan’s Interest (i) Consolidated (ii) $ 205,830 $ 1,469 $ 207,299 1,853 1,041 100,110 308,834 210 309,044 95,427 5,454 100,881 208,163 5,380 5,688 860 220,091 59,025 18,363 3,593 128 1,049 26 43 3 — 407 1,879 — 1,879 141 266 407 1,472 (5,380) — — 1,856 1,041 100,517 310,713 210 310,923 95,568 5,720 101,288 209,635 — 5,688 860 (3,908) 216,183 325 25 — — — — — 59,350 18,388 3,593 128 1,049 26 43 Earnings before fair value gains on investment property, net and 137,864 (4,258) 133,606 income taxes Fair value gain on investment property, net Deferred income tax recovery Net earnings Net earnings attributable to: Common and preferred unitholders Non-controlling interests Net earnings per Unit attributable to common Unitholders – basic Net earnings per Unit attributable to common Unitholders – diluted Weighted average number of common Units outstanding – basic (in thousands) Weighted average number of common Units outstanding – diluted (in thousands) 4,258 — 37,912 (250) — $ 171,768 — $ 171,768 — — — $ 171,768 $ $ $ $ $ 33,654 (250) 171,768 $ 171,768 $ — 171,768 $ 0.54 0.54 312,002 312,589 (i) Represents RioCan’s proportionate share of the revenues and expenses of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for joint ventures. (ii) Represents RioCan’s consolidated statement of earnings prepared in accordance with IFRS. (iii) Represents RioCan’s proportionate share of the revenues and expenses of its joint ventures that are accounted for on the equity basis of accounting. 61 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS (thousands of dollars) Year ended December 31, 2014 REVENUE: Base rent Percentage rent Rent subject to tenants’ sales thresholds Property taxes and operating cost recoveries Lease cancellation fees Rental revenue PROPERTY OPERATING COSTS: Recoverable under tenant leases Non-recoverable from tenants Other income Share of net earnings in equity accounted joint ventures Fees and other Interest Other expenses Interest General and administrative Leasing costs Foreign exchange loss Demolition costs Aborted deal costs Transaction costs Earnings before fair value gains on investment property, net and income taxes Fair value gain on investment property, net Deferred income tax expense Net earnings Net earnings attributable to: Common and preferred unitholders Non-controlling interests Net earnings per Unit attributable to common Unitholders – basic Net earnings per Unit attributable to common Unitholders – diluted Weighted average number of common Units outstanding – basic (in thousands) Weighted average number of common Units outstanding – diluted (in thousands) $ $ $ $ $ Adjustments Non- Controlling Interests (iii) RioCan’s Interest in Equity Accounted Investments and Joint Ventures (iv) RioCan’s Interest (i) Consolidated (ii) $ 794,068 $ (54) $ 5,788 $ 799,802 5,796 3,780 395,484 1,199,128 4,912 1,204,040 406,115 19,381 425,496 778,544 12,905 21,525 7,554 820,528 234,900 52,666 10,941 176 2,208 301 2,753 516,583 147,432 50 — — (37) (91) — (91) (41) (2) (43) (48) — — — (48) — — — — — — — (48) (659) — 14 — 1,636 7,438 — 5,810 3,780 397,083 1,206,475 4,912 7,438 1,211,387 2,855 311 3,166 4,272 (12,905) (11) — 408,929 19,690 428,619 782,768 — 21,514 7,554 (8,644) 811,836 1,292 94 — — — — — (10,030) 10,030 — 236,192 52,760 10,941 176 2,208 301 2,753 506,505 156,803 50 663,965 $ (707) $ — $ 663,258 663,258 $ 707 663,965 $ — $ (707) (707) $ — $ 663,258 — — — $ 663,258 2.11 2.10 307,910 308,672 (i) Represents RioCan’s proportionate share of the revenues and expenses of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for joint ventures. (ii) Represents RioCan’s consolidated statement of earnings prepared in accordance with IFRS. (iii) Represents the non-controlling interests’ proportionate share of the revenues and expenses for those joint ventures that have been consolidated. (iv) Represents RioCan’s proportionate share of the revenues and expenses of its joint ventures that are accounted for on the equity basis of accounting. 62 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS (thousands of dollars) Three months ended December 31, 2013 REVENUE: Base rent Percentage rent Rent subject to tenants’ sales thresholds Property taxes and operating cost recoveries Lease cancellation fees Rental revenue PROPERTY OPERATING COSTS: Recoverable under tenant leases Non-recoverable from tenants Other income Share of net earnings in equity accounted joint ventures Fees and other Interest Other expenses Interest General and administrative Leasing costs Foreign exchange loss Demolition costs Aborted deal costs Transaction costs Earnings before fair value gains on investment property, net and income taxes Fair value gain on investment property, net Deferred income tax expense Net earnings Net earnings attributable to: Common and preferred unitholders Non-controlling interests Net earnings per unit attributable to common unitholders – basic Net earnings per unit attributable to common unitholders – diluted Weighted average number of common units outstanding – basic (in thousands) Weighted average number of common units outstanding – diluted (in thousands) $ $ $ $ $ Adjustments RioCan’s Interest in Equity Accounted Investments and Joint Ventures (iv) IFRIC 21 - Realty Taxes (v) RioCan’s Interest (i) Consolidated (ii) Non- Controlling Interests (iii) $ 195,385 $ (226) $ 1,102 $ — $ 196,261 1,508 1,174 95,853 293,920 4,291 298,211 95,336 4,006 99,342 198,869 3,596 3,342 3,778 0 — (112) (338) — (338) (148) (8) (156) (182) — — 1 — — 554 1,656 — 1,656 535 12 547 1,109 (3,596) — 0 — — — — — — (2,651) — (2,651) 2,651 — — — 1,508 1,174 96,295 295,238 4,291 299,529 93,072 4,010 97,082 202,447 — 3,342 3,779 209,585 (181) (2,487) 2,651 209,568 60,292 16,598 2,458 65 850 551 (1,228) 129,999 134,620 (870) (63) (1) — — — — — (117) (624) — 265,489 $ (741) $ 264,748 $ 741 265,489 $ — $ (741) (741) $ 248 28 — — — — — — — — — — — — 60,477 16,625 2,458 65 850 551 (1,228) (2,763) 2,651 129,770 2,763 (2,651) 134,108 — — $ — $ — — $ — (870) — $ 264,748 — $ 264,748 — — — $ 264,748 0.86 0.85 303,544 304,272 (i) Represents RioCan’s proportionate share of the revenues and expenses of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for joint ventures. (ii) Effective January 1, 2014, the Trust changed its accounting policies for treatment of certain U.S. property taxes and leasing costs pursuant to IFRIC 21 and IAS 17, respectively. Where applicable, certain prior period balances have been restated for comparative reporting purposes. Please see "2014 Changes in Accounting Policy" for further details. (iii) Represents the non-controlling interests’ proportionate share of the revenues and expenses for those joint ventures that have been consolidated. (iv) Represents RioCan’s proportionate share of the revenues and expenses of its joint ventures that are accounted for using the equity method of accounting. (v) Represents RioCan's proportionate share of the IFRIC 21 adjustments related to the Trust's joint ventures that are accounted for under the equity method. 63 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Adjustments RioCan’s Interest in Equity Accounted Investments and Joint Ventures (iv) IFRIC 21 - Realty Taxes (v) RioCan’s Interest (i) Consolidated (ii) Non- Controlling Interests (iii) $ 738,525 $ (3,166) $ 34,759 $ — $ 770,118 (thousands of dollars) Year ended December 31, 2013 REVENUE: Base rent Percentage rent Rent subject to tenants’ sales thresholds Property taxes and operating cost recoveries Lease cancellation fees Rental revenue PROPERTY OPERATING COSTS: Recoverable under tenant leases Non-recoverable from tenants Other income Share of net earnings in equity accounted joint ventures Fees and other Interest Other expenses Interest Expense for early retirement of debentures General and administrative Leasing costs Foreign exchange loss Demolition costs Aborted deal costs Transaction costs 5,051 4,696 363,162 1,111,434 9,420 (73) — (1,108) (4,347) — 1,120,854 (4,347) 375,797 16,224 392,021 728,833 31,870 17,871 13,970 (1,398) (62) (1,460) (2,887) — — 6 792,544 (2,881) 234,336 12,094 45,212 7,768 170 3,173 1,272 3,840 (971) — (46) — — — — — 3 — 11,858 46,620 69 46,689 14,284 462 14,746 31,943 (31,870) 21 (18) 76 9,849 — 442 — — — — — Earnings before fair value gains on investment 484,679 (1,864) (10,215) property, net and income taxes Fair value gain on investment property, net 228,409 (2,053) 10,215 Deferred income tax expense Net earnings Net earnings attributable to: Common and preferred unitholders Non-controlling interests Net earnings per unit attributable to common unitholders – basic Net earnings per unit attributable to common unitholders – diluted Weighted average number of common units outstanding – basic (in thousands) Weighted average number of common units outstanding – diluted (in thousands) $ $ $ $ $ (280) — 713,368 $ (3,917) $ 709,451 $ — $ 3,917 (3,917) 713,368 $ (3,917) $ — — $ — $ — — $ 2.30 2.29 302,324 303,260 — — — 4,981 4,696 373,912 — 1,153,707 — 9,489 — 1,163,196 — — — — — — — — — — — — — — — — — — — 388,683 16,624 405,307 757,889 — 17,892 13,958 789,739 243,214 12,094 45,608 7,768 170 3,173 1,272 3,840 472,600 236,571 (280) — $ 709,451 — $ 709,451 — — — $ 709,451 (i) Represents RioCan’s proportionate share of the revenues and expenses of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for joint ventures. (ii) Effective January 1, 2014, the Trust changed its accounting policies for treatment of certain property taxes and leasing costs pursuant to IFRIC 21 and IAS 17, respectively. Where applicable, prior period financial information has been restated for comparative reporting purposes. Please see "2014 Changes in Accounting Policy" for further details. (iii) Represents the non-controlling interests’ proportionate share of the revenues and expenses for those joint ventures that have been consolidated. (iv) Represents RioCan’s proportionate share of the revenues and expenses of its joint ventures that are accounted for using the equity method of accounting. (v) Represents RioCan's proportionate share of the IFRIC 21 adjustments related to the Trust's joint ventures that are accounted for under the equity method. 64 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Reconciliation of Balance Sheet to Balance Sheet at RioCan's Interest The following tables provide a reconciliation from RioCan’s IFRS financial statements to RioCan’s financial statements utilizing its proportionate interest in all of its portfolio investments. (millions of dollars) As at December 31, 2014 ASSETS Investment properties Investments in associates and joint ventures Mortgages and loans receivable Deferred tax assets Receivables and other assets Cash and equivalents Total assets LIABILITIES Mortgages payable and lines of credit Debentures payable Accounts payable and accrued liabilities Total liabilities EQUITY Preferred unitholders’ equity Common unitholders’ equity Total unitholders’ equity Non-controlling interests Total equity Total liabilities and equity RioCan’s Share of Equity Accounted Investments and Joint Ventures (ii) 81 $ (63) — — 22 3 43 $ 39 $ — 4 43 $ — $ — — — — Consolidated (i) 14,040 $ 63 136 9 373 56 14,677 $ 4,587 $ 1,857 365 6,809 $ 265 $ 7,603 7,868 — 7,868 14,677 $ 43 $ $ $ $ $ $ $ RioCan’s Interest (iii) 14,121 — 136 9 395 59 14,720 4,626 1,857 369 6,852 265 7,603 7,868 — 7,868 14,720 (i) Represents RioCan’s consolidated balance sheet prepared in accordance with IFRS. (ii) Represents RioCan’s proportionate ownership interest in assets and liabilities of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for joint ventures. (iii) Represents RioCan’s consolidated balance sheet prepared in accordance with IFRS inclusive of its proportionate share of the assets and liabilities of its joint ventures that are accounted for using the equity method of accounting. 65 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Adjustments (millions of dollars) As at December 31, 2013 ASSETS Investment property Investments in associates and joint ventures Mortgages and loans receivable Deferred tax assets Receivables and other assets Cash and equivalents Total assets LIABILITIES Mortgages payable and lines of credit Debentures payable Accounts payable and accrued liabilities Total liabilities EQUITY Preferred unitholders’ equity Common unitholder’ equity Total unitholders’ equity Non-controlling interests Total equity Total liabilities and equity $ $ $ $ $ $ Consolidated (i) Non-controlling interests (ii) 13,062 $ (11) $ 36 248 9 136 39 13,530 $ 4,512 $ 1,447 299 6,258 $ 265 $ 6,996 7,261 11 7,272 13,530 $ — — — — — (11) $ — $ — — — $ — $ — — (11) (11) (11) $ RioCan’s Share of Equity Accounted Investments and Joint Ventures (iii) 68 $ (36) — — 1 2 35 $ 29 $ — 6 35 $ — $ — — — — 35 $ RioCan’s Interest (iv) 13,119 — 248 9 137 41 13,554 4,541 1,447 305 6,293 265 6,996 7,261 — 7,261 13,554 (i) Represents RioCan’s consolidated balance sheet prepared in accordance with IFRS. (ii) Represents the non-controlling interests’ proportionate share of the assets and liabilities for those joint ventures that have been consolidated. (iii) Represents RioCan’s proportionate ownership interest in assets and liabilities of all of its portfolio investments. Effectively, this utilizes the accounting joint venture methodology (proportionate consolidation) in place prior to the implementation of IFRS 11 which requires equity accounting for joint ventures. (iv) Represents RioCan’s consolidated balance sheet prepared in accordance with IFRS inclusive of its proportionate share of the assets and liabilities of its joint ventures that are accounted for using the equity method of accounting. 66 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Results of Operations – RioCan’s Interest (i) The components of RioCan’s interest in net earnings attributable to common and preferred unitholders are as follows: (thousands of dollars) Rental revenue Property operating costs Fees and other income Interest income Interest expense Expense for early retirement of debentures General and administrative Leasing costs Foreign exchange loss Demolition costs Aborted deal costs Transaction costs Three months ended December 31, 2014 2013 Increase (decrease) Year ended December 31, 2014 2013 Increase (decrease) $ 310,923 $ 299,529 $1,211,387 $1,163,196 3.3 % 2.8 % 101,288 209,635 5,688 860 97,082 202,447 3,342 3,779 3.6% 216,183 209,568 3.2% 59,350 60,477 — 18,388 3,593 128 1,049 26 43 — 16,625 2,458 65 850 551 (1,228) 428,619 782,768 21,514 7,554 811,836 236,192 — 52,760 10,941 176 2,208 301 2,753 405,307 757,889 17,892 13,958 789,739 243,214 12,094 45,608 7,768 170 3,173 1,272 3,840 Earnings before fair value gains on investment property, net and income taxes Fair value gains on investment property, net Deferred income tax expense (recovery) 133,606 37,912 129,770 134,108 (250) (870) 3.0% 506,505 156,803 472,600 236,571 50 (280) 7.2 % Net earnings – RioCan’s interest (i) $ 171,768 $ 264,748 (35.1%) $ 663,258 $ 709,451 (6.5)% (i) See section “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. 67 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Operating Funds from Operations (OFFO) & Adjusted Funds From Operations (AFFO) The following tables provide an analysis of RioCan’s interest in Operating FFO, AFFO, and FFO for the three months and years ended December 31, 2014 and 2013. Three months ended December 31, 2014 2013 (thousands of dollars, except per Unit amounts and other data) RioCan’s interest in operating FFO Transaction gains (iv) Development/ redevelopment activities (ii) RioCan’s interest in FFO RioCan’s interest in operating FFO Transaction gains (iv) Development/ redevelopment activities and other RioCan’s interest in FFO Operating FFO Increase (Decrease) Rental revenue $ 310,923 $ — $ — $ 310,923 $ 299,529 $ — $ — $ 299,529 3.8% Property Operating Costs: Recoverable under tenant leases 95,027 Non-recoverable from tenants Accrued property taxes under IFRIC 21 (v) Net Operating Income Other revenue Interest expense General and administrative Demolition costs Preferred unit distributions Aborted deal costs Operating FFO Other activities FFO (i) 5,720 7,873 202,303 6,619 208,922 57,593 18,388 — 3,397 26 79,404 $ 129,518 Operating FFO per Unit $ 0.42 FFO per Unit Adjustments to bring Operating FFO to AFFO (iii): Add back/(deduct): Deduction of rents recorded on a straight-line basis Non-cash unit based compensation expense Normalized capital expenditures: Leasing commissions and tenant improvements Capital expenditures recoverable from tenants Capital expenditures not recoverable from tenants AFFO AFFO per Unit Weighted average number of common Units outstanding (in thousands) Distribution Coverage Ratios: (3,608) 672 (6,250) (3,750) (2,500) $ 114,082 $ 0.37 312,002 Cash distributions per Unit $ 0.3525 Distributions paid as a percentage of Operating FFO Distributions as a percentage of AFFO Distributions paid net of DRIP, per Unit Distributions net of DRIP as a percentage of AFFO 83.9% 95.3% $ 0.25 67.6% — — — — (71) (71) — — — — — — 541 95,568 92,759 — — 5,720 7,873 4,010 6,049 (541) 201,762 196,711 — 6,548 6,946 (541) 208,310 203,657 1,757 59,350 — 18,388 1,049 — — 1,049 3,397 26 59,198 16,625 — 3,397 551 2,806 82,210 79,771 $ 123,886 — — — — 175 175 — — — — — — 313 93,072 — — 4,010 6,049 (313) 196,398 — 7,121 (313) 203,519 1,279 60,477 2.4% 42.6% 30.2% 2.8% (4.7%) 2.6% (2.7%) 16,625 10.6% — 850 — — 850 3,397 551 2,129 81,900 $ (71) $ (3,347) $ 175 $ (2,442) —% —% (95.3%) (0.5%) 4.5% 2.4% 0.7% 0.0% $ 126,100 $ 0.40 $ 0.41 $ 121,619 $ 0.40 (884) 1,585 (6,250) (2,750) (2,250) $ 113,337 $ 0.37 303,544 $ 0.3525 86.0% 95.3% $ 0.26 70.3% (i) (ii) (iii) (iv) FFO is generally the same as IFRS net earnings other than excluding changes in the fair values of investment properties, deferred income taxes, acquisition transaction costs and deducting preferred unit distributions. To calculate OFFO, the Trust adjusts for certain costs not capitalized during the development period for accounting purposes that, in management’s view, forms part of the cost of its development projects. AFFO is calculated by adjusting Operating FFO for straight-line rent adjustments, non-cash compensation expenses, costs for capital expenditures and leasing costs for maintaining shopping centre infrastructure and current lease revenues. In addition, non-recurring costs that impact operating cash flow may be adjusted. FFO amounts related to transactions gains and losses and development/redevelopment are also excluded from AFFO. Transaction gains, if any, are presented net of tax, where applicable. 68 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS (v) Effective January 1, 2014, the Trust changed its accounting policy for treatment of certain U.S. property taxes pursuant to IFRIC 21. Where applicable, prior period financial information has been restated for comparative reporting purposes. Adoption of IFRIC 21 did not result in an impact to net earnings because the Trust recorded an offsetting fair value adjustment in consideration of the fact that the fair value of a property is adjusted for prepaid property taxes between a buyer and seller on property transactions. The IFRIC 21 adjustment during the three months ended December 31, 2013 is a partial draw down of the positive fair value adjustment to investment property recognized on January 1, 2013. Consequently, the adjustment to calculate FFO and OFFO is an increase to property operating costs that reflects the actual timing of these cost recoveries from tenants. Please see "2014 Changes in Accounting Policy" for further details. Year ended December 31, 2014 2013 (thousands of dollars, except per Unit amounts and other data) RioCan’s interest in operating FFO Transaction gains (iv) Development/ redevelopment activities (ii) RioCan’s interest in FFO RioCan’s interest in operating FFO Transaction gains (iv) Development/ redevelopment activities and other RioCan’s interest in FFO Operating FFO Increase (Decrease) Rental revenue $1,211,387 $ — $ — $1,211,387 $1,163,196 $ — $ — $1,163,196 4.1% Property Operating Costs: Recoverable under tenant leases 407,639 Non-recoverable from tenants Net Operating Income Other revenue Interest expense General and administrative Demolition costs Preferred unit distributions Aborted deal costs Expense for early retirement of debentures Operating FFO Other activities FFO (i) 19,690 784,058 28,977 813,035 228,970 52,760 — 13,590 301 — 295,621 $ 517,414 Operating FFO per Unit $ 1.68 FFO per Unit FFO, excluding expenses for early retirement of debentures FFO per Unit, excluding expenses for early retirement of debentures Adjustments to bring Operating FFO to AFFO (iii): Add back/(deduct): Deduction of rents recorded on a straight-line basis Non-cash unit based compensation expense Normalized capital expenditures: Leasing commissions and tenant improvements Capital expenditures recoverable from tenants Capital expenditures not recoverable from tenants AFFO AFFO per Unit Weighted average number of common Units outstanding (in thousands) Distribution Coverage Ratios: (9,309) 5,451 (25,000) (15,000) (10,000) $ 463,556 $ 1.51 307,910 Cash distributions per Unit $ 1.4100 Distributions paid as a percentage of Operating FFO Distributions as a percentage of AFFO Distributions paid net of DRIP, per Unit Distributions net of DRIP as a percentage of AFFO 83.9% 93.4% $ 1.02 67.5% 1,290 408,929 387,776 — 19,690 16,624 (1,290) 782,768 758,796 — 29,068 31,405 (1,290) 811,836 790,201 7,222 236,192 237,349 — 52,760 45,608 2,208 2,208 — — — — 13,590 13,589 301 — 1,272 — — — — 445 445 — — — — — 12,094 907 — 388,683 16,624 (907) 757,889 — 31,850 (907) 789,739 5,865 243,214 5.1% 18.4% 3.3% (7.7%) 2.9% (3.5%) — 45,608 15.7% 3,173 — — — 3,173 13,589 —% —% 1,272 (76.3%) 12,094 —% — — — 91 91 — — — — — — — 9,430 305,051 297,818 12,094 9,038 318,950 $ 492,383 $ 91 $ (10,720) $ (11,649) $ (9,945) (0.7%) 5.1% 3.1% 3.8% 2.0% $ 506,785 $ 1.65 $ 1.63 $ 470,789 $ 1.56 $ 482,883 $ 1.60 (6,653) 5,925 (25,000) (11,000) (9,000) $ 446,655 $ 1.48 302,324 $ 1.4100 86.5% 95.3% $ 1.04 70.3% (i) FFO is generally the same as IFRS net earnings other than excluding changes in the fair values of investment properties, deferred income taxes, acquisition transaction costs and deducting preferred unit distributions. 69 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS (ii) To calculate OFFO, the Trust adjusts for certain costs not capitalized during the development period for accounting purposes that, in management’s view, forms part of the cost of its development projects. (iii) AFFO is calculated by adjusting Operating FFO for straight-line rent adjustments, non-cash compensation expenses, costs for capital expenditures and leasing costs for maintaining shopping centre infrastructure and current lease revenues maintenance). In addition, non-recurring costs that impact operating cash flow may be adjusted. FFO amounts related to transactions gains and losses and development/redevelopment are also excluded from AFFO. (iv) Transaction gains are presented net of tax, where applicable. Transaction gains mainly relate to current tax recoveries associated with RioCan’s investments in WCNUF I and II. A reconciliation of IFRS net earnings attributable to unitholders to FFO is as follows: (thousands of dollars, except per Unit amounts) 2014 2013 Three months ended December 31, Increase (decrease) Year ended December 31, 2014 2013 Increase (decrease) Net earnings attributable to unitholders $ 171,768 $ 264,748 (35.1%) $ 663,258 $ 709,451 (6.5%) Add back/(Deduct): Fair value gains, net (33,654) (131,969) (74.5%) (147,432) (228,409) Non-controlling interest relating to fair value gains — 624 (100.0%) 659 2,053 Fair value gains included in equity accounted investments and joint ventures Deferred income tax expense (recovery) Accrued property taxes under IFRIC 21 (i) Leasing costs (i) Transaction costs Preferred unit distributions Foreign exchange loss FFO FFO per Unit (4,258) (250) (7,873) 3,593 43 (3,397) 128 (2,763) (870) (6,049) 2,458 (1,228) (3,397) 54.1% (10,030) (10,215) (71.3%) 30.2% 46.2% (103.5%) 50 — 10,941 2,753 (280) — 7,768 3,840 —% (13,590) (13,589) 65 96.9% 176 170 $ 126,100 $ 121,619 3.7% $ 506,785 $ 470,789 $ 0.40 $ 0.40 0.0% $ 1.65 1.56 (35.5%) (67.9%) (1.8%) (117.9%) nm 40.8% (28.3%) —% 3.5% 7.6% 5.8% Weighted average number of common Units outstanding 312,002 303,544 307,910 302,324 (i) Effective January 1, 2014, the Trust changed its accounting policies for treatment of certain property taxes and leasing costs pursuant to IFRIC 21 and IAS 17, respectively. Where applicable, prior period financial information has been restated for comparative reporting purposes. Please see "2014 Changes in Accounting Policy" for further details. Net Operating Income NOI is a non-GAAP measure and is defined by RioCan as rental revenue from income properties less property operating costs. RioCan’s method of calculating NOI may differ from other issuers’ methods and, accordingly, may not be comparable to NOI reported by other issuers. Rental revenue includes all amounts earned from tenants related to lease agreements, including property tax and operating cost recoveries, to the extent recoverable under tenant leases. Amounts payable by tenants to terminate their lease prior to the contractual expiry date (lease cancellation fees) are included in rental revenue. NOI at RioCan’s interest for the three months and years ended December 31, 2014 and 2013 is as follows: (thousands of dollars) Base rent Percentage rent Rents subject to tenants’ sales thresholds Property taxes and operating cost recoveries Lease cancellation fees Rental revenue Recoverable under tenant leases Accrued property taxes under IFRIC 21 (ii) Non-recoverable from tenant Property operating costs NOI – RioCan’s interest (i) NOI as a percentage of rental revenue (excluding the impact of lease cancellation fees) Three months ended December 31, 2014 2013 Increase (decrease) Year ended December 31, 2014 2013 Increase (decrease) $ 207,299 $ 196,261 5.6% $ 799,802 $ 770,118 1,856 1,041 100,517 310,713 210 310,923 95,568 7,873 5,720 1,508 1,174 96,295 295,238 4,291 299,529 93,072 6,049 4,010 109,161 103,131 23.1% (11.3%) 5,810 3,780 4,981 4,696 4.4% 397,083 373,912 5.2% 1,206,475 1,153,707 3.8% 1,211,387 1,163,196 2.7% 30.2% 42.6% 5.8% 408,929 388,683 — 19,690 428,619 — 16,624 405,307 $ 201,762 $ 196,398 2.7% $ 782,768 $ 757,889 (95.1%) 4,912 9,489 (48.2%) 3.9% 16.6% (19.5%) 6.2% 4.6% 4.1% 5.2% nm 18.4% 5.8% 3.3% 64.9% 66.5% (1.6%) 64.9% 65.7% (0.8%) (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. 70 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS (ii) Effective January 1, 2014, the Trust changed its accounting policies for treatment of certain property taxes pursuant to IFRIC 21. Where applicable, prior period financial information has been restated for comparative reporting purposes. Please see "2014 Changes in Accounting Policy" for further details. The amount of property taxes and operating costs that can be recovered from tenants is impacted by property vacancy and fixed cost recovery tenancies. RioCan’s interest in NOI on a portfolio basis is as follows: For the three months ended December 31, (thousands of dollars) REVENUE: Base rent Percentage rent Rent subject to tenants’ sales thresholds Property taxes and operating cost recoveries Lease cancellation fees Rental revenue PROPERTY OPERATING COSTS: Recoverable under tenant leases Non-recoverable from tenants Accrued property taxes under IFRIC 21 (ii) Property operating costs NOI – RioCan’s interest (i) Canadian Portfolio 2014 U.S. Portfolio RioCan’s Interest Canadian Portfolio U.S. Portfolio RioCan’s Interest 2013 $ 168,131 $ 39,168 $ 207,299 $ 161,211 $ 35,050 $ 196,261 1,629 1,041 87,958 258,759 184 227 — 12,559 51,954 26 1,856 1,041 100,517 310,713 210 1,382 1,174 86,924 250,691 4,291 126 — 9,371 44,547 — 258,943 51,980 310,923 254,982 44,547 90,475 4,580 — 5,093 1,140 7,873 95,568 5,720 7,873 88,945 2,869 — 4,127 1,141 6,049 95,055 14,106 109,161 91,814 11,317 $ 163,888 $ 37,874 $ 201,762 $ 163,168 $ 33,230 $ 1,508 1,174 96,295 295,238 4,291 299,529 93,072 4,010 6,049 103,131 196,398 (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. (ii) Effective January 1, 2014, the Trust changed its accounting policies for treatment of certain property taxes pursuant to IFRIC 21. Where applicable, prior period financial information has been restated for comparative reporting purposes. Please see "2014 Changes in Accounting Policy" for further details. For the year ended December 31, (thousands of dollars) REVENUE: Base rent Percentage rent Rent subject to tenants’ sales thresholds Canadian Portfolio 2014 U.S. Portfolio RioCan’s Interest Canadian Portfolio U.S. Portfolio RioCan’s Interest 2013 $ 649,552 $ 150,250 $ 799,802 $ 640,775 $ 129,343 $ 770,118 5,088 3,780 722 — 5,810 3,780 4,493 4,696 488 — 4,981 4,696 Property taxes and operating cost recoveries 344,817 52,266 397,083 338,005 35,907 373,912 Lease cancellation fees Rental revenue PROPERTY OPERATING COSTS: Recoverable under tenant leases Non-recoverable from tenants Property operating costs NOI – RioCan’s interest (i) 1,003,237 203,238 1,206,475 987,969 165,738 1,153,707 4,912 — 4,912 9,121 368 9,489 1,008,149 203,238 1,211,387 997,090 166,106 1,163,196 354,603 14,544 369,147 54,326 5,146 59,472 408,929 19,690 428,619 347,762 13,168 360,930 40,921 3,456 44,377 $ 639,002 $ 143,766 $ 782,768 $ 636,160 $ 121,729 $ 388,683 16,624 405,307 757,889 (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. 71 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Canadian Portfolio RioCan’s interest in NOI on a proportionate basis of its Canadian portfolio for the quarter and year ended December 31, 2014 and 2013 is as follows: (thousands of dollars) Base rent Percentage rent Rents subject to tenants’ sales thresholds Property taxes and operating cost recoveries Lease cancellation fees Rental revenue Recoverable under tenant leases Non-recoverable from tenants Property operating costs NOI – RioCan’s interest (i) NOI as a percentage of rental revenue (excluding the impact of lease cancellation fees) Three months ended December 31, 2014 2013 Increase (decrease) Year ended December 31, 2014 2013 Increase (decrease) $ 168,131 $ 161,211 4.3% $ 649,552 $ 640,775 1,629 1,041 87,958 258,759 184 1,382 1,174 86,924 250,691 4,291 17.9% (11.3%) 5,088 3,780 1.2% 344,817 3.2% 1,003,237 (95.7%) 4,912 258,943 254,982 1.6% 1,008,149 90,475 4,580 95,055 88,945 2,869 91,814 1.7% 59.6% 3.5% 354,603 14,544 369,147 4,493 4,696 338,005 987,969 9,121 997,090 347,762 13,168 360,930 $ 163,888 $ 163,168 0.4% $ 639,002 $ 636,160 1.4% 13.2% (19.5%) 2.0% 1.5% (46.1%) 1.1% 2.0% 10.4% 2.3% 0.4% 63.3% 65.1% (1.8%) 63.7% 64.4% (0.7%) (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. Same store and same property NOI on a proportionate basis for the quarter and year ended December 31, 2014 and 2013 for RioCan’s Canadian portfolio are as follows: Redevelopment and intensification (vii) 2,500 2,813 (11.1%) 8,826 (thousands of dollars) Same Store: Number of properties Committed occupancy Economic occupancy Net Operating Income: Same store (i) Same properties (ii) Acquisitions - IPP (iv) Dispositions - IPP (v) Greenfield development (vi) NOI before adjustments Lease cancellation fees, net Straight line rent adjustment Straight line lease write offs related to lease cancellations NOI from properties under development (viii) Three months ended December 31, 2014 2013 Increase (decrease) Year ended December 31, 2014 2013 Increase (decrease) 265 96.9% 95.9% 265 97.0% 95.8% (0.1%) 0.1% 265 96.9% 95.9% 265 97.0% 95.8% $ 150,739 $ 149,772 0.6% $ 587,595 $ 575,979 153,239 152,585 2,180 — 4,107 — 3,596 1,957 0.4% nm 596,421 14,567 (100.0%) — 109.9% 12,131 159,526 158,138 0.9% 623,119 619,903 (95.6%) 267.2% 4,915 6,907 9,121 4,625 10,917 586,896 — 25,153 7,854 187 2,684 — 1,491 4,291 731 (937) 945 (100.0%) $ (452) $ (1,263) (64.2%) 57.8% $ 4,513 $ 3,774 (0.1%) 0.1% 2.0% (19.2%) 1.6% nm (100.0%) 54.5% 0.5% (46.1%) 49.3% 19.6% 0.4% NOI - RioCan’s interest (iii) $ 163,888 $ 163,168 0.4% $ 639,002 $ 636,160 “nm” – not meaningful. (i) See Same Store definition in "Presentation of Financial Information and Non-GAAP Measures" section. (ii) See Same Property definition in "Presentation of Financial Information and Non-GAAP Measures" section. (iii) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. (iv) Acquisitions – Includes NOI on a pro-rated basis for Income Producing Properties (IPP) acquired within the periods being compared. (v) Dispositions – Includes NOI on a pro-rated basis for IPP disposed of in the periods being compared. (vi) Greenfield Development – Includes NOI from Greenfield properties as each individual unit is 100% income producing for two comparable periods. (vii) Redevelopment and Intensification – Includes NOI from IPP or specific units within a property being re-positioned or expanded. (viii) NOI from properties under development – Includes NOI from properties acquired for re-development purposes. The change in same store NOI is the result of contractual rent increases, lease renewals and net absorption of existing space in the portfolio, which is a product of vacancies and the resultant new leasing. 72 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS For the three months ended December 31, 2014, same store and same property NOI increased 0.6% and 0.4%, respectively, when compared to the same period in 2013, primarily due to the following: • • • • • • increased NOI as a result of new leasing of approximately $3.3 million; increased NOI as a result of renewals and rent steps of approximately $2.0 million; increased NOI as a result of re-leasing of space vacated due to bankruptcies and lease cancellations of $0.6 million; adjustments to prior period recoveries and tenant related recoverable expenses of $0.4 million; partially offset by: reduced NOI due to vacancy caused by normal course turnover of $4.2 million; reduced NOI of $0.9 million from lease cancellations that have occurred in the last 12 months. For the year ended December 31, 2014, same store and same property NOI increased 2.0% and 1.6%, respectively, when compared to the same period in 2013, primarily due to the following: • • • • • • • • increased NOI as a result of new leasing of approximately $13.9 million; increased NOI as a result of renewals and rent steps of approximately $8.8 million; increased NOI as a result of re-leasing of space vacated due to bankruptcies and lease cancellations of $3.3 million; adjustments to prior year recoveries and tenant related recoverable expenses of $1.3 million; a decrease in provision for bad debts and disputed tenant recoveries $1.4 million; an increase in percentage rent of $0.3 million; partially offset by: reduced NOI due to vacancy caused by normal course turnover of $14.3 million; and reduced NOI of $3 million from lease cancellations that have occurred in the last 12 months. For the year and the quarter ended December 31,2014, the straight line rent adjustment increased primarily due to a number of new developments taking possession during the third quarter, including Stockyards, Tanger Ottawa, Tanger Cookstown, Collingwood, Mississauga Plaza, Kennedy Commons and Niagara Falls Plaza. For the year ended December 31, 2014, lease cancellation fees included Big Lots on seven locations, of which $0.5 million was written off for unamortized straight line rents. For the year ended December 31, 2013, lease cancellation fees included $3 million for Zellers at various locations and $5 million for Rona Colossus. Same store and same property NOI on a proportionate basis for the Canadian portfolio on a consecutive quarter-over-quarter basis is as follows: (thousands of dollars) Three months ended Same Store: Number of properties Committed occupancy Economic occupancy Same store (i) Redevelopment and intensification (vii) Same properties (ii) Acquisitions - IPP (iv) Greenfield development (v) NOI before adjustments Lease cancellation fees, net Straight line rent adjustment Straight line lease write offs related to lease cancellations NOI from properties under development (viii) NOI - RioCan’s interest (iii) December 31, 2014 September 30, 2014 Increase (decrease) 265 96.9% 95.9% $ 153,234 $ 1,724 154,958 459 4,109 159,526 187 2,684 — 1,491 265 96.9% 95.7% 151,820 1,457 153,277 — 3,135 156,412 1,395 2,018 (99) 1,002 $ 163,888 $ 160,728 —% 0.2% 0.9% 18.3% 1.1% nm 31.1% 2.0% (86.6%) 33.0% (100.0%) 48.8% 2.0% “nm” - not meaningful. (i) See Same Store definition in “Presentation of Financial Information and Non-GAAP Measures” section. (ii) See Same Property definition in “Presentation of Financial Information and Non-GAAP Measures” section. (iii) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. (iv) Acquisitions - Includes NOI on a pro-rated basis for IPP acquired within the periods being compared. (v) Greenfield Development - Includes NOI from Greenfield properties as each individual unit is 100% income producing for two comparable periods. (vii) Redevelopment and Intensification - Includes NOI from IPP or specific Units within a property being re-positioned or expanded. (viii) NOI from properties under development - Includes NOI from properties acquired for re-development purposes. Same store and same property NOI increased sequentially by 0.9% and 1.1%, respectively, during the fourth quarter of 2014 as compared to the third quarter of 2014, primarily due to the following: • increased NOI as a result of new leasing of approximately $1.1 million; 73 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS • • • • • increased NOI as a result of renewals and rent steps of $0.6 million; increased NOI as a result of re-leasing of space vacated due to bankruptcies and lease cancellations of $0.2 million; adjustments to prior year recoveries and tenant related recoverable expenses of $0.9 million; partially offset by: reduced NOI due to vacancy caused by normal course turnover of $1.4 million; and reduced NOI of $0.1 million from lease cancellations that have occurred in the last three months. For the three months ended December 31, 2014, lease cancellation fees relate primarily to the Active Sports at Silver City Gloucester. Third quarter 2014 lease cancellation fees relate primarily to The Source at two locations, Black's at three locations and Public Mobile at four locations. U.S. Portfolio RioCan’s interest in NOI on a proportionate basis of its U.S. portfolio for the quarter and year ended December 31, 2014 and 2013 is as follows: (thousands of dollars) Base rent Percentage rent Property taxes and operating cost recoveries Lease cancellation fees Rental revenue Recoverable from tenant leases Non-recoverable from tenants Accrued property taxes under IFRIC 21 (ii) Property operating costs NOI – RioCan’s interest (i) Three months ended December 31, 2014 2013 Increase (decrease) Year ended December 31, 2014 2013 $ 39,168 $ 35,050 11.7% $ 150,250 $ 129,343 227 12,559 51,954 26 126 9,371 44,547 — 51,980 44,547 5,093 1,140 7,873 4,127 1,141 6,049 14,106 11,317 80.2% 34.0% 16.6% nm 16.7% 23.4% (0.1%) 30.2% 24.6% 722 52,266 203,238 — 488 35,907 165,738 203,238 166,106 54,326 5,146 — 40,921 3,456 — 59,472 44,377 $ 37,874 $ 33,230 14.0% $ 143,766 $ 121,729 368 (100.0%) Increase (decrease) 16.2% 48.0% 45.6% 22.6% 22.4% 32.8% 48.9% nm 34.0% 18.1% (2.7%) NOI as a percentage of rental revenue 72.9% 74.6% (1.7%) 70.7% 73.4% (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. (ii) Effective January 1, 2014, the Trust changed its accounting policies for treatment of certain property taxes pursuant to IFRIC 21. Where applicable, prior period financial information has been restated for comparative reporting purposes. Please see "2014 Changes in Accounting Policy" for further details. Same store and same property NOI on a proportionate basis for the quarter and year ended December 31, 2014 and 2013 for RioCan’s U.S. portfolio are as follows (at RioCan’s interest): (thousands of dollars) Base rent – US$ Property tax and operating cost recoveries – US$ Other – US$ Rental revenue – US$ Property operating costs – US$ Same store and same properties (i)(ii) - US$ Acquisitions - IPP (iv) Dispositions - IPP (v) NOI before adjustments Lease cancellation fee Straight-lining of rents NOI - US$ Foreign currency translation adjustment NOI – RioCan’s interest (iii) Three months ended December 31, 2014 2013 Increase (decrease) Year ended December 31, 2014 2013 Increase (decrease) $ 33,021 $ 32,165 2.7% $ 117,763 $ 115,672 11,002 340 44,363 12,147 32,216 716 — 9,369 180 41,714 10,844 30,870 — 17 23 569 33,524 4,350 — 1,038 31,925 1,305 17.4% 88.9% 42,757 1,071 34,183 873 6.4% 161,591 150,728 12.0% 48,487 40,955 4.4% 113,104 109,773 nm 14,835 — nm 1 (45.2%) 2,345 293 3,168 5.0% 130,285 118,250 1.8% 25.1% 22.7% 7.2% 18.4% 3.0% nm 11.5% (99.7%) (26.0%) 10.2% 32,932 30,887 6.6% 127,939 114,789 (100.0%) — 5,016 (100.0%) $ 37,874 $ 33,230 14.0% $ 143,766 $ 121,729 18.1% 233.3% 13,481 3,479 287.5% “nm” – not meaningful. (i) See Same Store definition in “Presentation of Financial Information and Non-GAAP Measures” section. (ii) See Same Property definition in “Presentation of Financial Information and Non-GAAP Measures” section. (iii) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. (iv) Acquisitions - Includes NOI on a pro-rated basis for IPP acquired within the periods being compared. (v) Dispositions - Includes NOI on a pro-rated basis for IPP disposed of in the period being compared. 74 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Same store and same property NOI increased 4.4% for the three months ended December 31, 2014, as compared to the same period in 2013, primarily due to: • • • • increased NOI as a result of new leasing of approximately $0.7 million; increased NOI as a result of renewals and rent steps of approximately $0.4 million; adjustments to prior year recoveries, tenant related recoverable expenses and operating efficiencies realized as a result of RioCan's internalization of RioCan's Texas portfolio of $0.5 million; partially offset by: reduced NOI due to vacancy caused by normal course turnover of $0.4 million. Same store and same property NOI increased 3.0% for the year ended December 31, 2014 as compared to the same period in 2013 primarily due to: • • • • increased NOI as a result of new leasing of approximately $2.5 million; increase as a result of renewal and rent steps of approximately $1.7 million; adjustments to prior year recoveries, tenant related recoverable expenses and operating efficiencies realized as a result of RioCan's internalization of its Texas portfolio of $0.7 million; partially offset by: reduced NOI due to vacancy caused by normal course turnover of $1.5 million. Same store and same property NOI on a proportionate basis for the U.S. portfolio on a consecutive quarter-over-quarter basis is as follows (at RioCan’s interest): (thousands of dollars) Three months ended Base rent – US$ Property tax and operating cost recoveries – US$ Other – US$ Rental revenue – US$ Property operating costs – US$ Same store and same properties (i) (ii) – US$ Acquisitions - IPP NOI before adjustments Lease cancellation fees Straight-lining of rents NOI - US$ Foreign currency translation NOI – RioCan’s interest (iii) December 31, 2014 September 30, 2014 Increase (decrease) $ 33,567 $ 11,192 343 45,102 12,344 32,758 174 32,932 23 569 33,524 4,350 $ 37,874 $ 33,285 11,448 282 45,015 12,798 32,217 — 32,217 25 589 32,831 2,999 35,830 0.8% (2.2%) 21.6% 0.2% (3.5%) 1.7% nm 2.2% (8.0%) (3.4%) 2.1% 45.0% 5.7% “nm” – not meaningful. (i) See Same Store definition in “Presentation of Financial Information and Non-GAAP measures” section. (ii) See Same Property definition in “Presentation of Financial Information and Non-GAAP measures” section. (iii) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. (iv) Acquisitions - Includes NOI on a pro-rated basis for IPP acquired within the periods being compared. (v) Dispositions - Includes NOI on a pro-rated basis for IPP disposed of in the period being compared. Same store and same property NOI increased by 1.7% for the three months ended December 31, 2014 as compared to the third quarter of 2014 primarily due to: • • • • increased NOI as a result of new leasing of approximately $0.2 million; increased NOI as a result of renewals and rent steps of approximately $0.1 million; adjustments to prior year recoveries and tenant related recoverable expenses of $0.3 million; partially offset by: reduced NOI due to vacancy caused by normal course turnover of $0.1 million. Other Revenue Fees and Other Income RioCan holds certain of its interests in various real estate investments through joint arrangements, investments accounted for by the equity method and certain available-for-sale investments. Generally, RioCan provides asset, property management, development and financing services for the Canadian co-ownerships and investments for which the Trust earns market-based fees. For the three months ended December 31, 2014, fees and other income increased $2.3 million as compared to the same period in 2013 mainly due to higher investment income. 75 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS For the year ended December 31, 2014, fees and other income increased $3.6 million as compared to the same period in 2013 primarily due to an increase in investment income and financing fees on joint venture projects earned during 2014, partially offset by lower development fees generated on joint venture projects. Interest Income Interest income for the quarter and year ended December 31, 2014 was $0.9 million and $7.6 million, respectively, representing a decrease from the $3.8 million and $14.0 million in the respective comparative periods in 2013. The decrease in interest income is due primarily to the impact of the settlement of certain mezzanine loans during the first quarter of 2014 in connection with the acquisition of interests in three development projects. Other Expenses Interest The components of interest expense, at RioCan's interest, are as follows: (thousands of dollars) Total interest expense Capitalized to real estate and other investments Net interest expense (i) Three months ended December 31, 2014 2013 Increase (decrease) Year ended December 31, 2014 2013 $ $ 67,090 $ 66,983 0.2% $ 268,592 $ 264,477 (7,740) (6,506) 19.0% (32,400) (21,263) 59,350 $ 60,477 (1.9%) $ 236,192 $ 243,214 Increase (decrease) 1.6% 52.4% (2.9%) Percentage capitalized to real estate investments 12% 10% 12% 8% (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. The increase in total interest expense for both the quarter and year ended December 31, 2014 compared to the same periods in 2013, resulted primarily from carrying higher debt levels in 2014, largely due to acquisition activity and development expenditures, partly offset by interest savings resulting from refinancing maturing mortgage debt at lower interest rates. As at December 31, 2014, the weighted average interest rate of RioCan’s debt portfolio is 4.12%, a decrease of 18 basis points from the weighted average rate of 4.30% as at December 31, 2013. Interest is capitalized to investment properties when they are considered to be in active development. The amounts capitalized increased as a result of higher development activity in both the quarter and year ended December 31, 2014 as compared to the same periods in 2013. General and Administrative The components of general and administrative, at RioCan’s interest, are as follows: (thousands of dollars) Three months ended December 31, 2014 2013 Increase (decrease) Year ended December 31, 2014 2013 Increase (decrease) Non-recoverable salaries and benefits $ 15,540 $ 13,634 14.0% $ 37,383 $ 32,621 14.6% Directly capitalized to properties under development (i) Leasing costs (ii) Information technology costs Public company costs Professional fees Unit based compensation expense Depreciation and amortization Other general and administrative (2,726) (2,710) 10,104 (2,146) (2,165) 9,323 27.0% 25.2% (7,826) (7,686) (5,830) (6,192) 8.4% 21,871 20,599 1,500 2,262 1,385 325 1,290 1,522 495 2,141 639 1,270 424 2,333 203.0% 5.7% 116.7% (74.4%) 204.2% (34.8%) 3,865 6,377 5,325 4,064 4,375 6,883 2,072 6,075 3,778 4,717 1,737 6,630 General and administrative expense (iii) $ 18,388 $ 16,625 10.6% $ 52,760 $ 45,608 34.2% 24.1% 6.2% 86.5% 5.0% 40.9% (13.8%) 151.9% 3.8% 15.7% General and administrative expense: As a percentage of rental revenue 5.9% 5.6% 0.3% 4.4% 3.9% 0.5% (i) Amounts capitalized to properties under development are primarily comprised of salaries and benefits and other costs directly related to development activities at the properties. (ii) Effective January 1, 2014, the Trust no longer capitalizes leasing costs pursuant to the adoption of IAS 17. As a result of this change in accounting policy, the Trust now records leasing costs on the consolidated statement of earnings. Where applicable, prior period financial information has been restated for comparative reporting purposes. Please see "2014 Changes in Accounting Policy" for further details. (iii) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. Q4 2014 During the fourth quarter 2014, general and administrative costs increased $1.8 million or 10.6% compared to the same period in 2013, due to the following: $0.8 million increase in net non-recoverable salaries and benefits, $1.0 million increase in information 76 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS technology costs, $0.9 million increase in depreciation and amortization expense, $0.7 million increase in professional fees, partly offset by a $0.9 million decrease in unit based compensation expense and a $0.8 million decrease in other general and administrative expenses. The increase was primarily due to the following: higher payroll costs due mainly to increased headcount associated with increased complexity of the Trust's operations and the inclusion of certain salary costs in 2014 that were previously capitalized over the development phase of the Trust's recently implemented ERP system project; increased information technology costs related to higher consulting and maintenance expenses in support of the expanded system infrastructure as noted above; increased depreciation and amortization as a result of the new ERP system was phased into production during the first two quarters of 2014; higher consulting fees related to certain activities undertaken to optimize the Trust's U.S. legal entity and tax structure; unit based compensation recovery from forfeited stock options resulting from certain employee terminations and departures from the Trust during the fourth quarter of 2014; and higher recoveries of general administrative costs from tenants during the fourth quarter of 2014. • • • • • • 2014 During the year ended December 31, 2014, general and administrative costs increased $7.2 million or 15.7% compared to 2013, primarily due to the following, an increase of: net non-recoverable salaries and benefits expense of $1.3 million, information technology costs of $1.8 million, depreciation and amortization of $2.6 million and professional fees of $1.5 million. During 2014, non-recoverable salaries and benefits increased $4.8 million or 14.6% as compared to 2013. The increase was primarily due to higher salaries and benefits of $2.0 million and $1.5 million, related to increased activities of the Trust's properties under development (planning and construction) and leasing operations. The remaining increase was mostly due to higher headcount associated with increased complexity of the Trust's operations and the inclusion of certain salary costs in 2014 that were previously capitalized over the development phase of the Trust's recently implemented ERP system project. Information technology costs and depreciation and amortization increased by $1.8 million and $2.6 million, respectively, for the year ended December 31, 2014. During 2014, the Trust completed the majority of its development and implementation of a new ERP and financial reporting system. As noted above, the new system was phased into production during the first two quarters of 2014, resulting in higher depreciation and amortization costs. The increase in information technology costs is mainly due to higher consulting and maintenance expenses in support of the expanded system infrastructure. Professional fees increased by $1.5 million compared to 2013 primarily due to higher legal fees incurred during 2014 related to the introduction of a new senior executive incentive compensation plan and consulting fees related to certain activities undertaken to optimize the Trust's U.S. legal entity and tax structure. Leasing Costs Leasing costs are mainly comprised of payroll related costs of the internal leasing department of the Trust, as well as related administration costs. As a result of the issued interpretation to IAS 17, these costs, which were previously capitalized to income properties, are expensed as incurred. Leasing costs for the year ended December 31, 2014 have increased to $10.9 million compared to $7.8 million in 2013, primarily due to the Trust's expansion of its U.S. operations as well as increases in costs related to the new sales system platform. Leasing costs incurred with external parties continue to be capitalized to the relevant property. Transaction and Other Costs The components of transaction and other costs, at RioCan’s interest, are as follows: Three months ended December 31, Year ended December 31, Three months ended December 31, Demolition costs Aborted deal costs Acquisitions and disposition costs (recoveries) Foreign exchange loss Transaction and other costs (i) 2014 $ 1,049 $ 26 43 128 $ 1,246 $ 2013 850 551 65 238 (1,228) (103.5%) (95.3%) 96.9% 2014 301 2,753 176 Increase (decrease) 23.4% $ 2,208 $ 2013 3,173 1,272 3,840 170 Increase (decrease) (30.4%) (76.3%) (28.3%) 3.5% 423.5% $ 5,438 $ 8,455 (35.7%) (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. Demolition costs decreased for the year ended December 31, 2014 compared to the same periods in 2013 due to increased 2013 redevelopment activities at Centre St. Martin, Galeries Laurentides and Dundas 427 Marketplace. Aborted deal costs for the year ended December 31, 2014 primarily include deferred acquisition costs expensed as a result of RioCan and its partner, Tanger, no longer proceeding with plans to acquire the lands adjacent to Calaway Park near Calgary, AB. Acquisition and disposition costs decreased for the year ended December 31, 2014 compared to the same period in 2013 due to higher legal fees and selling commissions related to the following 2013 property dispositions: RioCan Centre Thunderbay, 77 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Megacentre Lebourgneuf, RioCan Sainte Foy, Wheeler Park, St. Clair Beach Shopping Centre and Quartier Dix/30. Expenses recognized during the 2014 primarily relate to residual costs from transactions completed in prior periods. The three months ended December 31, 2013 also includes a $4 million realized foreign currency transaction gain related to the dissolution of two of RioCan's joint arrangements in the U.S. ASSET PROFILE As at December 31, 2014, RioCan had ownership interests in a portfolio of 340 shopping centres comprising 72.1 million square feet (RioCan’s share being 50.0 million square feet), compared to 344 shopping centres comprised of 74.5 million square feet (RioCan’s share being 49.5 million square feet) at December 31, 2013. In addition, RioCan had ownership interests in development projects at December 31, 2014 that will, upon completion, comprise approximately 7.0 million square feet, of which RioCan’s ownership interest will be approximately 3.9 million square feet. Investment Property (millions of dollars) Investment property (at RioCan’s interest) is comprised of (i): Income properties Properties under development Properties held for resale December 31, 2014 December 31, 2013 $ $ 13,335 $ 706 80 14,121 $ 12,490 583 46 13,119 (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. Change in the Fair Value of Investment Properties During 2014 Of the $1.0 billion increase in investment property (RioCan’s interest) since December 31, 2013, the fair value gain for the year ended December 31, 2014 was $157 million, of which $150 million relates to income properties and $7 million relates to properties under development. During this period, the capitalization rates used to value the portfolio are estimated to have decreased by eight basis points. The table below provides the fair value and weighted average capitalization rate split between Canada and U.S.: (in millions, except percentages) As at Canada U.S. Total December 31, 2014 December 31, 2013 Weighted average Cap. rate* 5.77% $ 6.14% 5.83% $ Weighted Average Cap. Rate* 5.81% $ 6.40% 5.91% $ Value 11,634 2,487 14,121 Value 11,005 2,114 13,119 * presented at RioCan’s interest, including its proportionate interest in joint ventures accounted for using the equity method. During 2014, the weighted average capitalization rates in Canada and the U.S. decreased by four and twenty-six basis points, respectively, reflecting the status of each of these markets. In Canada, the rates decreased from 5.81% to 5.77% on a year-over- year basis, and in the U.S. the rate decreased from 6.40% to 6.14% on a year-over-year basis. The associated fair value gains in Canada and the U.S. were $33 million and $124 million, respectively (each at RioCan’s interest). The tables below provides details of the average capitalization rates (weighted based on stabilized NOI) and ranges for each retail class and market category, at RioCan’s interest, as at December 31, 2014. Canadian Portfolio Retail Class Enclosed Shopping Centre Grocery Anchored Shopping Centre Mixed Use New Format Retail Non-Grocery Anchored Centre Urban Retail * at RioCan’s interest. Overall portfolio Primary market Secondary market Weighted average Cap. Rate* Weighted average Cap. Rate* Range Weighted average Cap. Rate* Range Range 6.05% 5.00% - 9.00% 5.75% 5.00% - 7.54% 6.29% 5.25% - 9.00% 5.95% 5.77% 5.60% 6.45% 5.14% 5.77% 5.10% - 9.50% 4.80% - 8.00% 5.00% - 7.50% 5.25% - 8.65% 4.60% - 5.57% 4.60% - 9.50% 5.75% 5.56% 5.42% 6.02% 5.14% 5.53% 5.10% - 7.00% 4.80% - 7.25% 5.00% - 6.75% 5.25% - 7.25% 4.60% - 5.52% 4.60% - 7.54% 6.33% 7.12% 6.06% 5.50% - 9.50% 6.25% - 8.00% 5.25% - 7.50% 7.01% 5.75% - 8.00% — — 6.27% 5.25% - 9.50% 78 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS U.S. Portfolio Retail Class Grocery Anchored Shopping Centre New Format Retail Non-Grocery Anchored Centre Overall portfolio Northeast** Texas Weighted average Cap. Rate* Weighted average Cap. Rate* Range Weighted average Cap. Rate* Range Range 6.06% 6.15% 7.30% 6.14% 5.35% - 7.50% 5.30% - 7.25% 7.30% - 7.30% 5.30% - 7.50% 6.06% 6.25% 7.30% 6.21% 5.35% - 7.00% 5.50% - 7.25% 7.30% - 7.30% 5.35% - 7.30% 6.04% 6.10% 5.65% - 7.50% 5.30% - 6.75% — — 6.09% 5.30% - 7.50% * ** at RioCan’s interest. Area includes Connecticut, Maryland, Massachusetts, New Jersey, New York, Rhode Island, Pennsylvania, West Virginia, Virginia and New Hampshire. Income Properties (millions of dollars) Consolidated balance, beginning of period Acquisitions (i): Canada U.S. Changes in fair values of income properties Capital expenditures Dispositions Tenant installation costs Transfers from properties under development Transfers to properties under development Foreign currency translation gain Other Consolidated balance, end of period Adjustment for RioCan’s interest Balance – RioCan’s interest, end of period (ii) Three months ended December 31, Year ended December 31, 2014 2013 2014 2013 $ 13,035 $ 11,688 $ 12,433 $ 11,278 62 — 38 12 — 8 33 (35) 85 16 72 191 133 13 (336) 8 31 (20) 66 1 139 42 140 28 (52) 30 363 (75) 192 14 601 228 215 28 (709) 33 123 (58) 105 3 $ 13,254 $ 12,433 $ 13,254 $ 12,433 81 57 81 57 $ 13,335 $ 12,490 $ 13,335 $ 12,490 (i) Comprised of the purchase price including closing costs and other acquisition related costs. (ii) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. Acquisitions During 2014 During the three months ended December 31, 2014, RioCan completed acquisitions of interests in three income properties aggregating $62 million representing RioCan’s share of the purchase price and comprised of approximately 194,000 additional square feet. During the year ended December 31, 2014, RioCan completed acquisitions of interests in ten income properties aggregating $191 million representing RioCan’s share of the purchase price and comprised of approximately 664,000 additional square feet. 79 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Property name and location Q4 2014: CANADA Mill Woods Professional Building, Edmonton, AB Meadow Ridge Plaza, Ajax, ON (remaining 80% interest) Mayfield Common, Edmonton, AB (additional 20%) Canada – Q4 2014 Acquisitions Total Q4 2014 Acquisitions Q3 2014: CANADA Trinity Common Brampton, Brampton, ON (remaining 20%) Chapman Mills Pads, Ottawa, ON Canada – Q3 2014 Acquisitions Q3 2014: UNITED STATES Riverwalk Market, Flower Mound, TX US – Q3 2014 Acquisitions Total Q3 2014 Acquisitions Q2 2014: CANADA University Plaza, Hamilton, ON IGA (Centre Rene Robert), Ste. Thérèse, PQ (v) Canada – Q2 2014 Acquisitions Total Q2 2014 Acquisitions Q1 2014: CANADA White Shield Plaza, Toronto, ON (remaining 40%) (iv) Canada – Q1 2014 Acquisitions Q1 2014: UNITED STATES Gander Mountain at Riverpark, Houston, TX US – Q1 2014 Acquisitions Total Q1 2014 Acquisitions Total 2014 Acquisitions: Canada US Total 2014 Acquisitions Capitali- zation rate RioCan’s purchase price (i) (millions) NLA at RioCan’s interest (in thousands of sqft) Weighted average in place rent Asset class (ii) Year built Weighted average remaining lease term % Leased (years) (iii) 6.1% $ 5 18 $ 15.09 OFF 1988 84.3% 2.8 Largest tenant(s) and NLA (thousands of sqft) RioCan’s ownership interest City of Edmonton (8) 40.34% 5.6% 5.8% 5.7% 5.7% 5.4% 5.3% 5.3% 6.1% 6.1% 5.6% 6.8% 9.8% 7.0% 7.0% 5.5% 5.5% 8.0% 8.0% 6.7% 30 27 62 62 43 9 52 32 32 84 22 1 23 23 12 12 10 10 22 90 18.96 GA 2010 100% 10.5 Sobeys (50), Goodlife (24), Dollarama (9) 86 17.25 NFR 1995 99% 5.2 Winners (62), Save On Foods (54), JYSK (30) 194 194 17.81 17.81 132 18.34 NFR 1999 100% 4.3 15 32.69 NFR 2005 100% 2.5 147 19.80 Target (118), Cineplex/Galaxy Cinemas (84), Metro (55) Wendy's, Tim Horton's, TD Bank, Scotiabank (20) 100% 50% 100% 75% 82 82 19.59 GA 2014 91% 7.0 Market Street (55) 100% 19.59 229 19.73 100 18.02 GA 1959/ 2006 99% 12 — GA N/A N/A 4.3 N/A Dollarama (11), Shoppers (18) 100% N/A 100% 112 112 65 65 18.02 18.02 10.11 10.11 GA 1950/ 1980 97% 2.2 Metro (18), Labels (10), Dollarama (9) 100% 64 12.00 NFR 2005 100% 6.1 Gander Mountain (64) 100% 64 129 12.00 11.05 5.8% $ 6.6% $ 5.9% $ 149 42 191 518 $ 146 $ 664 $ 17.46 16.26 17.19 80 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS (i) RioCan's purchase price includes closing costs and other acquisition related costs. (ii) “GA” - Grocery Anchored centre; “NGA” - Non Grocery Anchored centre; “NFR” - New Format Retail centre; “ MIX” - Mixed use retail centre; “OUT” - Outlet mall; “ENC” - Enclosed shopping mall; “URB” - Urban retail centre; "OFF" - Office building. (iii) Weighted average based on gross rental revenue. (iv) Represents the buyout of the non-controlling interest in White Shield (Canada), which is a fully consolidated income property. (v) Upon acquisition, RioCan leased this parcel of land to a tenant that will build additional density to expand its current operations. Further details around RioCan’s current quarter income property acquisitions are as follows: Canada • On October 24, 2014, RioCan completed the acquisition of a 40.34% interest in the 47,000 square foot medical office building at Mill Woods Town Centre at a purchase price of approximately $5 million, representing a capitalization rate of 6.1%. In connection with the acquisition, RioCan assumed approximately $2 million in mortgage financing carrying interest at 4.40%, maturing in December 2015. RioCan owns a 40.34% interest in Mill Woods Town Centre, which is a 538,000 square foot single-level enclosed shopping centre located in Edmonton, Alberta, anchored by Target, Canadian Tire and Safeway. Partner Bayfield Realty Advisors holds the remaining interests in both the shopping centre and medical office building, and was the vendor of the 40.34% interest that RioCan acquired in the medical office building. • On December 12, 2014, RioCan completed the acquisition of the remaining 80% interest in Meadow Ridge Plaza located in Ajax, Ontario, at a purchase price of $30 million, representing a capitalization rate of 5.6%. This acquisition, which brings RioCan's ownership interest in the property to 100%, was completed free and clear of financing. The centre is comprised of a 46,000 square foot Sobeys and single tenant pads occupied by McDonald’s Restaurant, Bank of Nova Scotia and Beer Store as well as a multi-tenant strip. Future development plans are being contemplated, as the property is zoned to accommodate an additional 62,000 square feet of retail density. • On December 12, 2014, RioCan completed the acquisition of an additional 20% interest in Mayfield Common located in Edmonton, Alberta, at a purchase price of approximately $27 million, representing a capitalization rate of 5.8%. This acquisition, which brings RioCan's ownership interest in the property to 50%, was completed free and clear of financing. Mayfield Common is a 430,000 square foot new format retail centre located at the Stoney Plain Road and Mayfield Road intersection, near the West Edmonton Mall. The centre is anchored by a 54,000 square foot Save-On-Foods and a 62,000 square foot Winners/HomeSense. Other national tenants include World Health, Value Village, Reitman’s, Roots, The Shoe Company and Pro Hockey Life. Income Property Acquisitions Completed Subsequent to December 31, 2014 Subsequent to year end, RioCan completed the acquisitions of 19 income properties in Canada aggregating $82 million, at a weighted average capitalization rate of 5.5%. Canada • On January 15, 2015, RioCan completed the acquisition of the remaining 50% interest in 845 Eglinton Avenue East at a purchase price of approximately $32 million, representing a capitalization rate of 5.5%. 845 Eglinton Avenue East is a 133,000 square foot non-grocery anchored shopping centre located in Toronto, Ontario. In connection with the acquisition, RioCan assumed $16 million in mortgage financing carrying interest at 3.34%, maturing in March 2017. As part of the transaction, the vendor is entitled to additional consideration of up to approximately $6 million if RioCan is successful in its efforts to rezone the property to permit a mixed use project. • On January 15, 2015, RioCan completed the acquisition of a 100% interest in an 18 property portfolio at a purchase price of approximately $50 million, representing a capitalization rate of 5.5%. The properties, which are all single-tenant units occupied by the Bank of Montreal totalling 174,000 square feet, were acquired free and clear of financing. 11 of the properties are located in Ontario, six are located in British Columbia and one is located in Quebec. Income Property Acquisitions Under Contract Committed Acquisitions As at the date of this report, RioCan does not have any income property acquisitions under firm contract. Conditional Acquisitions As at the date of this report, RioCan does not have any income property acquisitions under conditional contract. Pipeline Acquisitions RioCan is currently in negotiations, including with respect to potential joint venture arrangements, regarding various income property acquisitions in Canada that, if completed, would represent approximately $445 million of additional acquisitions at RioCan’s interest. These transactions are in various stages of negotiations and while efforts will be made to complete these negotiations, no assurance can be given with respect to the completion of the arrangements or acquisitions. 81 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Acquisitions During 2013 Location Canada U.S. Total Q4 2013 Canada U.S. Total Q3 2013 Canada U.S. Total Q2 2013 Canada U.S. Total Q1 2013 2013 Acquisitions: Canada U.S. Total 2013 Acquisitions Capitalization rate RioCan’s purchase price (i) (millions) NLA (in sqft) at RioCan’s interest (thousands of sqft) 5.8% $ 6.7% 6.5% $ 5.5% 6.2% 5.9% $ 5.2% 5.6% 5.2% $ 6.0% 7.6% 6.3% $ 5.3% $ 6.6% 5.7% $ 60 214 274 40 56 96 455 5 460 16 3 19 571 278 849 178 1,156 1,334 116 293 409 1,138 4 1,142 126 25 151 1,558 1,478 3,036 (i) Excludes closing costs and other acquisition related costs. Dispositions During 2014 Canadian Disposition Activity As a further means of raising and re-cycling capital, the Trust evaluates the sale of selected assets as part of a process of actively managing the portfolio and a means of increasing the portfolio weighting to the urban markets in Canada. During the three months ended December 31, 2014, RioCan did not dispose of any assets. During the year ended December 31, 2014, RioCan disposed of five properties aggregating $52.6 million, comprised of approximately 472,000 square feet. Property name and location Q3 2014 Southbank Centre (4.74 acres), Okotoks, Alberta Chaleur Lands (31 acres), Bathurst, NB Total Q3 2014 Dispositions Q1 2014 Madawaska Centre, St. Basile, NB (ii) Mega Centre Beauport, Québec, PQ Canadian Tire at Millcroft Shopping Centre, Burlington, ON (iii) Total Q1 2014 Dispositions Total 2014 Dispositions Debt associated with property (millions) GLA disposed of at RioCan’s interest (in thousands of sqft) RioCan’s sales price (millions) $ $ $ $ $ 2.1 0.2 2.3 0.9 46.7 2.7 50.3 52.6 $ $ $ $ $ — — — — — — — — — — — 263 183 26 472 472 Asset class (i) Land Land ENC NFR NFR Ownership interest disposed of by RioCan 50% 100% 100% 100% 50% (i) “GA” - Grocery Anchored Centre; “NGA” - Non Grocery Anchored Centre; “NFR” - New Format Retail; "ENC" - Enclosed shopping centre; "Land" - Excess density. (ii) Madawaska Centre: Due to low occupancy, the property was sold primarily based on land value. (iii) The sale of this store took place as Canadian Tire exercised an option in its lease to acquire its store. Subsequent to December 31, 2014, RioCan completed the dispositions of five income properties located in Quebec (Carrefour Neufchatel, Quebec City; Carrefour Carnaval - St. Leonard, Montreal; Centre Carnaval, Drummondville; Centre Commercial Forest, Montreal and Place Kennedy, Levis) totalling $120 million, representing a weighted average capitalization rate of 6.8%. The Trust's mortgage obligation related to these properties was approximately $21 million, bearing interest at a weighted average contractual interest rate of 4.1%. The properties aggregated approximately 748,000 square feet of NLA. Property Dispositions Under Contract and Being Marketed Income property dispositions As at the date of this report, RioCan does not have any income property dispositions under contract. 82 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS RioCan is in the process of marketing for sale income properties with an aggregate fair value as at December 31, 2014 calculated in accordance with IFRS of approximately $11 million, at RioCan's interest. These properties are free and clear of financing. RioCan is under no obligation to proceed with the proposed dispositions which, if completed, will be done to facilitate its objectives of paring its portfolio and focusing on major markets. RioCan is also currently in negotiations, including with respect to potential joint venture arrangements, regarding various income property dispositions in Canada that, if completed, would represent dispositions of approximately $297 million, at RioCan’s interest. These transactions are in negotiations and while efforts will be made to complete the negotiations, no assurance can be given with respect to the completion of these arrangements or dispositions. Land dispositions RioCan has dispositions of land parcels under conditional contracts where conditions have not yet been waived for total sales proceeds of approximately $18 million, at RioCan's interest. These land parcels are free and clear of financing. RioCan is also in the process of marketing for sale land parcels with an aggregate fair value as at December 31, 2014 calculated in accordance with IFRS of approximately $41 million, at RioCan's interest. These land parcels are free and clear of financing. RioCan is under no obligation to proceed with the proposed dispositions which, if completed, will be done to facilitate its objective of paring its portfolio and focusing on major markets. Other dispositions RioCan and its partner, KingSett, have entered into an agreement with the developer, Embassy BOSA Inc., to sell up to $30 million in air rights (representing 600,000 square feet) above the CPA development site in Calgary's East Village, along with approximately $40 million in cost reimbursement for infrastructure works. Embassy BOSA Inc. has waived its due diligence conditions. The transaction remains subject to a number of both mutual and unilateral normal course development conditions. The intention is for two residential towers to be erected upon the planned retail podium. The transaction contemplates that Embassy BOSA Inc. be responsible, on a cost to complete basis, for all incremental costs associated with the residential component of the overall project. Dispositions During 2013 Property name and location Sales capitalization rate RioCan's sales price (millions) Debt associated with property (millions) NLA disposed of at RioCan's interest (in thousands of sqft) Q4 2013 Dispositions: Canada U.S. Total Q4 2013 Total Q3 2013 (Canada only) Total Q2 2013 (Canada only) Total Q1 2013 (Canada only) Total 2013 Dispositions 5.5% 6.8% 5.9% 9.9% 6.0% 7.8% 6.1% 226 106 332 16 364 10 722 93 56 149 — 67 — 216 809 479 1,288 311 1,588 76 3,263 Included in the Q4 2013 dispositions in the table above are the dispositions related to the dissolution of the joint venture arrangement between RioCan with RPAI in the fourth quarter of 2013. Under the terms of the dissolution, RioCan conveyed its 80% interest in five properties with total NLA of 479,000 square feet (at RioCan's interest) to RPAI for a purchase price of US$103 million. RPAI assumed RioCan's portion of the mortgage financing of US$54 million. 83 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Property Ownership by Geographic Area (square feet) At December 31, 2014 Provincial and U.S. (in thousands of sqft) Ontario Central Ontario East Ontario West Total Ontario Quebec Alberta British Columbia New Brunswick Saskatchewan Newfoundland Manitoba Prince Edward Island Nova Scotia U.S. Income Producing Properties Properties Under Development Total Six Canadian High Growth Markets (in thousands) Calgary, Alberta Edmonton, Alberta Montreal, Quebec Ottawa, Ontario (i) Toronto, Ontario (ii) Vancouver, British Columbia (iii) Income Producing Properties Properties Under Development Total NLA at RioCan's Interest NLA at Partners' Interest Retailer Owned Anchors Total Site NLA 18,266 5,431 2,270 25,967 5,605 4,387 2,485 570 267 212 265 166 69 10,031 50,024 3,896 53,920 NLA at RioCan's Interest 2,240 1,419 3,455 3,569 13,907 1,334 25,924 3,613 29,537 3,879 1,203 81 5,163 872 2,015 1,475 141 — — 201 166 69 58 10,160 2,734 12,894 NLA at Partners' Interest 857 1,126 694 932 3,067 1,053 7,729 2,734 10,463 3,263 1,257 565 5,085 707 2,175 426 95 — — 93 — — 3,290 11,871 391 12,262 25,408 7,891 2,916 36,215 7,184 8,577 4,386 806 267 212 559 332 138 13,379 72,055 7,021 79,076 Retailer Owned Anchors Total Site NLA 1,266 758 150 1,012 2,225 373 5,784 391 6,175 4,363 3,303 4,299 5,513 19,199 2,760 39,437 6,738 46,175 (i) Area extends from Nepean and Vanier, to Gatineau, Quebec. (ii) Area extends north to Newmarket, west to Burlington, ON and east to Ajax, ON. (iii) Area extends east to Abbotsford, BC. 84 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Portfolio Geographic Diversification At December 31, 2014 Ontario Central Ontario East Ontario West Total Ontario Quebec Alberta British Columbia New Brunswick Saskatchewan Newfoundland Manitoba Prince Edward Island Nova Scotia U.S. Total Portfolio Percentage of annualized rental revenue Occupancy percentage Percentage of area occupied by anchor and national tenants Percentage of annualized rental revenue from anchor and national tenants 42.4% 10.6% 4.0% 57.0% 9.1% 9.9% 5.2% 0.8% 0.3% 0.3% 0.5% 0.3% 0.1% 16.5% 100.0% 97.2% 96.8% 97.1% 97.1% 96.7% 98.9% 96.7% 83.1% 91.7% 98.6% 91.8% 99.4% 100.0% 97.1% 97.0% 85.5% 90.0% 91.2% 87.0% 81.4% 85.3% 88.6% 90.1% 93.2% 91.2% 80.4% 97.3% 97.0% 89.6% 86.9% 90.4% 86.9% 88.9% 89.6% 79.7% 79.6% 83.5% 88.6% 79.6% 86.4% 74.1% 93.8% 92.2% 85.9% 86.5% Area 36.6% 10.9% 4.5% 52.0% 11.2% 8.8% 5.0% 1.1% 0.5% 0.4% 0.5% 0.3% 0.1% 20.1% 100.0% Capital Expenditures on Income Properties Capital expenditures Capital expenditures refer to capital expenditures that are necessary to maintain the existing earnings capacity of the Trust’s property portfolio and are dependent upon many factors, including, but not limited to the age and location of the income properties. As at December 31, 2014, the estimated weighted average age of the income property portfolio is 20.3 and 12.4 years for the Canadian and U.S. portfolios respectively (December 31, 2013 - 18.6 and 11.2 years for the Canadian and U.S. portfolios, respectively). Capital expenditures are considered in determining RioCan’s calculation of AFFO, which influences amounts that are distributed to unitholders, primarily consist of leasing commissions, tenant improvements and certain recoverable and non- recoverable capital expenditures. Leasing Commissions and Tenant Improvements RioCan’s portfolio requires ongoing investments of capital for tenant installation costs related to new and renewal tenant leases. Tenant installation costs consist of tenant improvements and other leasing costs, including compensation costs associated with RioCan’s internal leasing professionals. Investments of capital for tenant installation costs for RioCan’s income properties are dependent upon many factors, including, but not limited to, the lease maturity profile, unforeseen tenant bankruptcies and the location of the income properties. Recoverable and Non-recoverable Capital Expenditures RioCan also invests capital on a continuous basis to physically maintain the income properties. Typical costs incurred are for roof replacement programs and the resurfacing of parking lots. Tenant leases generally provide for the ability to recover a significant portion of such costs from tenants over time as property operating costs. RioCan expenses or capitalizes these amounts to income properties, as appropriate. As the majority of the portfolio is located in Canada and the northeastern U.S., the majority of such activities occur when weather conditions are favourable. As a result, these expenditures are not consistent throughout the year. 85 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Expenditures for leasing commissions and tenant improvements and recoverable and non-recoverable capital expenditures included in consolidated income properties are as follows: (millions of dollars) Three months ended December 31, Year ended December 31, 2014 2013 2014 2013 Estimated expenditures for 2015 Normalized expenditures Leasing commissions and tenant improvements $ 5 $ 6 $ 29 $ 28 $ 28 $ 24 - 30 Capital expenditures: Recoverable from tenants Non-recoverable from tenants (i) Office capital investment (ii) 3 9 17 1 8 1 15 — 10 17 56 4 $ 18 $ 15 $ 60 $ 19 7 54 4 58 15 13 - 16 10 7 - 10 53 44 - 56 (i) (ii) Includes enhancing capital expenditures of $3 million and $5 million for the three months and year ended December 31, 2014 ($2 million and $3 million for the three months and year ended December 31, 2013), respectively. Includes certain expenditures related to one-time upgrades to mechanical and electrical components of the office component of the RioCan Yonge Eglinton Centre, and a portion of which is recoverable from the office tenants. Enhancing capital expenditures Capital spending for new property acquisitions, greenfield developments and the redevelopment of RioCan’s existing properties to create and/or extract additional value are expected to improve the overall earnings capacity of the property portfolio. RioCan considers such amounts to be investing activities. As a result, RioCan does not expect such expenditures to be funded from cash flows from operating activities and does not consider such amounts as a key determinant in setting the amount that is distributed to its unitholders. Enhancing capital expenditures are not included in the determination of RioCan's AFFO. Joint Operations and Partnership Activities Co-ownership activities represent real estate investments in which RioCan owns an undivided interest and where it has joint control with its partners. The Trust’s co-ownership arrangements are governed by co-ownership agreements with its various partners. RioCan’s standard co-ownership agreement provides exit and transfer provisions, including, but not limited to, buy/sell and/or right of first offers that allow for the unwinding of these co-ownership arrangements should the circumstances necessitate. Generally, the Trust is only liable for its proportionate share of the obligations of the co-ownerships in which it participates, except in limited circumstances. Credit risk arises in the event that co-owners default on the payment of their proportionate share of such obligations. Co-ownership agreements will typically provide RioCan with an option to remedy any non-performance by a defaulting co-owner. These credit risks are mitigated as the Trust has recourse against the asset under its co-ownership agreements in the event of default by its co-owners, in which case the Trust’s claim would be against both the underlying real estate investments and the co-owners that are in default. In addition to the matter noted above, RioCan has provided guarantees on debt totalling $309 million as at December 31, 2014 (December 31, 2013 - $282 million) on behalf of partners and co-owners. RioCan’s more significant joint operation relationships are as follows: Allied • • • Allied is a leading owner, manager and developer of urban office environments. The Partnership with RioCan is focused on acquisition and redevelopment of sites in urban areas of major Canadian cities that are well suited for mixed use intensification. Two Toronto development projects - College & Manning and King & Portland. Allied/Diamond • The Well joint venture formed with partners, Allied and Diamond, acquired 7.74 acres of land since December 2012 in downtown Toronto. • RioCan and Allied have an undivided 40% interest and Diamond has an undivided 20% interest (RioCan’s effective • • ownership is 43.9% as a result of its investment in Diamond’s Whitecastle New Urban Fund II). Although the site is currently the home of the Globe and Mail newspaper, the tenant has announced plans to relocate to 351 King Street East, Toronto. The property will be redeveloped as a mixed-use development comprising in excess of three million square feet of retail, office and residential space. CPPIB • CPPIB is a professional investment management firm that invests the assets of the Canada Pension Plan. • • Major partner on East Hills, Calgary development project and sole partner on McCall Landing, Calgary and The Stockyards Five income producing properties. Toronto development project (recently completed). 86 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 • • • • • Tanger • MANAGEMENT’S DISCUSSION AND ANALYSIS Kimco • Kimco is a publicly traded REIT that owns and operates North America’s largest portfolio of neighbourhood and community shopping centres. Primary focus is on ownership of income producing properties. 45 Canadian investment properties and one U.S. property, representing nearly 50% of the Trust’s total JV properties. • Represents RioCan’s largest joint venture partner. • • KingSett • KingSett is a private equity real estate business with investments focused on office, retail and industrial properties in the central and suburban business districts of Canada’s major markets. Partnership with RioCan focused on acquisitions of greenfield development and prominent urban centres with intensification and/or redevelopment potential. Two income properties in the Greater Toronto Area - RioCan Yonge Sheppard Centre (intensification project) and Burlington Mall. Two Alberta development projects - Sage Hill and CPA Lands. Tanger is a public REIT since 1993 and a leading developer and manager of outlet shopping centres in the U.S., each one known as a Tanger Outlet Center. Partnership with RioCan focused on acquisition, development and leasing of outlet shopping centres similar in concept and design to those within the existing Tanger U.S. portfolio, located in close proximity to larger urban markets and tourist areas across Canada. Four income properties in Ontario and Quebec - Cookstown Outlet Mall, Les Factoreries Tanger - Bromont, Tanger Outlets Ottawa and Les Factoreries Tanger - Saint-Sauveur. Trinity • Trinity, a private company, has played a prominent role in the development of new format regional retail centres across Canada. Partnership with RioCan focused on acquisition and development of greenfield projects. • • Nine income producing and development properties, located in Ontario and Alberta. Selected Financial Information by Joint Operation - Proportionate Share (millions of dollars) As at December 31, 2014 Allied The Well Joint Venture (Allied/Diamond) Bayfield Realty Advisors (Bayfield) CMHC Pension Fund CPPIB First Gulf Corporation Kimco (Incl. U.S.) KingSett Metropia and Bazis Inc. Sun Life Financial (Sun Life) Tanger Trinity Other Total Joint Operations (i) Includes properties under development. Number of Investment Properties (i) Total Assets Total Liabilities $ $ 41 99 115 43 590 81 1,299 291 75 26 184 395 174 8 40 37 20 68 37 413 100 43 13 24 175 61 2 1 5 1 7 1 46 4 1 2 4 9 11 94 For the three months ended December 31, 2014 For the year ended December 31, 2014 $ NOI — $ — 2 — 6 1 19 2 — 1 3 5 3 NOI 1 1 7 2 22 3 74 11 — 4 6 23 12 $ 3,413 $ 1,039 $ 42 $ 166 87 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS RioCan’s proportionately consolidated co-ownerships, partnerships and consolidated joint ventures are as follows: Summary of Joint Arrangements (thousands of square feet, except other data) As at December 31, 2014 Proportionately consolidated joint operations Bayfield CPPIB Kimco KingSett Sun Life Tanger Trinity Other (ii) Equity accounted joint ventures Other (iii) RioCan's ownership interest Number of income properties assets (i) NLA of income properties assets at 100% Number of PUD projects (i) NLA upon completion of PUD projects at 100% 30%-40% 40%-50% 15.5%-50% 50% 40%-50% 50% 50%-81.25% 30%-75% 40%-80% 5 5 45 2 2 3 7 12 81 2 2 83 1,952 2,120 9,258 1,237 749 414 1,493 1,814 19,037 358 358 19,395 — 2 — 2 — 1 2 4 11 — — 11 — 1,504 — 705 — 353 419 2,738 5,719 — — 5,719 (i) The number of properties under development (PUD) includes those properties with phased development where tenancies have already commenced operations, as per the “Development Pipeline Summary”. Includes joint operation with Allied and Diamond, Allied and various other partners. Includes joint ventures with Kimco (Montgomery) and Marketvest Corporation/Dale-Vest Corporation. (ii) (iii) Total Assets by Joint Arrangement (millions of dollars) As at December 31, 2014 Proportionately consolidated joint operations Bayfield CPPIB Kimco KingSett Sun Life Tanger Trinity Other (ii) Total assets of proportionately consolidated joint operations Fully consolidated subsidiaries White Shield (Canada) (iii) Total assets of fully consolidated joint ventures Equity accounted joint ventures Kimco (Montgomery) Marketvest Corporation/Dale- Vest Corporation Total assets of equity accounted joint ventures Income properties PUD (iv) Properties held for resale Other (i) Total December 31, 2013 $ 112 $ 1 $ — $ 2 $ 115 $ 489 1,198 207 25 168 322 305 2,826 — — 73 8 81 93 12 64 — 11 47 140 368 — — — — — — 1 19 — — 19 41 80 — — — — — 80 $ 8 11 1 1 5 7 19 54 — — 4 — 4 590 1,222 291 26 184 395 505 3,328 — — 77 8 85 58 $ 3,413 $ 110 477 1,195 274 71 113 525 432 3,197 15 15 64 8 72 3,284 Total Joint Arrangements $ 2,907 $ 368 $ (i) Primarily includes cash, rents receivable and other operating related expenditures receivable from tenants. (ii) (iii) During the quarter ended March 31, 2014, RioCan completed the acquisition of the remaining 40% interest in this income property, bringing Includes joint operations with Allied, Allied and Diamond and various other partners. RioCan's interest in the property to 100%. (iv) The value of PUD includes active development projects as well as the value of excess density where development is currently non-active. 88 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Total Liabilities by Joint Arrangement (millions of dollars) As at Proportionately consolidated joint operations Bayfield CPPIB Kimco KingSett Sun Life Tanger Trinity Other (i) December 31, 2014 December 31, 2013 $ 37 $ 68 385 100 13 24 175 205 36 87 407 127 13 13 204 181 Total liabilities of proportionately consolidated joint operations 1,007 1,068 Equity accounted joint ventures Kimco (Montgomery) Marketvest Corporation/Dale-Vest Corporation Total liabilities of equity accounted joint ventures 29 4 33 31 4 35 $ 1,039 $ 1,103 (i) Includes joint operations with Allied, Allied and Diamond and various other joint venture partners. NOI by Joint Arrangement (millions of dollars) Year ended December 31, Proportionately consolidated joint operations Bayfield CPPIB Devimco Kimco Kingsett Sun Life Tanger Trinity Other (ii) 2014 2013 $ 7 $ 22 — 70 11 4 6 23 19 6 18 10 68 10 4 4 30 17 Total NOI of proportionately consolidated joint operations 162 167 Fully consolidated subsidiaries Dunhill Sterling Trinity (White Shield) Total NOI of fully consolidated joint ventures Equity accounted joint ventures Kimco/Dunhill Kimco (Montgomery) Marketvest Corporation/Dale-Vest Corporation RPAI Total NOI of equity accounted joint ventures — — — — — 4 — — 4 10 2 1 13 2 4 — 26 32 $ 166 $ 212 (i) Includes joint operations with Allied, Allied and Diamond and various other joint venture partners. Properties Under Development RioCan has a development program primarily focused on new format and urban retail centres. The provisions of the Trust’s Declaration have the effect of limiting direct and indirect investments, net of related mortgage debt, in non-income producing properties to no more than 15% of the Adjusted Unitholders’ Equity of the Trust. “Adjusted Unitholders’ Equity” is a non-GAAP measure defined in RioCan’s Declaration as the amount of unitholders’ equity plus the amount of accumulated amortization of income properties recorded by the Trust, calculated in accordance with GAAP. As at December 31, 2014, RioCan's investments in non-income producing properties as a percentage of Adjusted Unitholders' Equity was 3.5% and, therefore, the Trust is in 89 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS compliance with this restriction. RioCan undertakes such developments on its own, or on a co-ownership or partnership basis, with established developers to whom the Trust generally provides mezzanine financing. With some exceptions for land in the high growth markets, RioCan will generally not acquire or fund significant expenditures for undeveloped land unless it is zoned and an acceptable level of space has been pre-leased or pre-sold. An advantage of unenclosed, new format retail is that it lends itself to phased construction keyed to leasing levels, which avoids the creation of meaningful amounts of vacant space. In addition to RioCan’s various development projects, the Trust also contributes to portfolio growth through the intensification and redevelopment of existing properties where RioCan has identified opportunities to increase density or add to an existing asset. This intensification and redevelopment of existing properties contributes to NOI growth in an efficient manner, leveraging the existing asset base, and can also lead to significant gains resulting from the sale of residential rights. Development square feet by Property Type as at December 31, 2014 Development square feet by Geographic Area as at December 31, 2014 90 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Development Properties Continuity The change in the IFRS consolidated net carrying amount is as follows: (millions of dollars) Consolidated balance, beginning of period Acquisitions (i) Development expenditures Changes in fair values of properties under development Completion of properties under development Transfers from income properties Dispositions Other Three months ended December 31, Year ended December 31, 2014 2013 2014 2013 $ 642 $ 541 $ 9 60 (4) (33) 35 — (3) — 48 — $ 583 172 237 7 440 56 141 6 (31) (363) (123) 20 — 5 75 (2) (3) 58 — 5 Consolidated balance, end of period $ 706 $ 583 $ 706 $ 583 (i) Comprised of the purchase price, including closing costs and other acquisition related costs. Development Property Acquisitions During the three months ended December 31, 2014, RioCan acquired interests in three development properties in Canada at an aggregate purchase price of $9 million, at RioCan's interest. During the year ended December 31, 2014, RioCan acquired interests in 11 development properties in Canada at an aggregate purchase price of $172 million, at RioCan's interest. Expected NLA (in thousands of square feet) at RioCan's interest upon completion of redevelopment RioCan’s purchase price (i) (millions) Asset class to be redeveloped (ii) Expected year of completion Partners RioCan's ownership interest 3 27 4 54 33 19 11 12 6 1 2 20 76 173 276 347 302 145 186 173 248 71 NGA GA MIX URB NFR 2015 Kimco (50%) 2015 None 2017 Metropia(25%), Bazis (50%) 2015 CPPIB (50%) 2017 CPPIB (50%) NFR 2017 CPPIB (37.5%), Lansdowne(12.5%), Tristar (10%) 50% 100% 50% 50% 50% 40% URB NFR MIX MIX NFR 2017 None 100% 2016 Trinity (18.75%) 81.25% - 100% 2017 Metropia(25%), Bazis (50%) 2018 Allied (50%) 2017 CPPIB (50%) 50% 50% 50% Property name and location Acquisitions of development sites - Q1 2014 Brentwood Village additional density, Calgary, AB $ 1860 Bayview Avenue, Toronto, ON Yonge & Eglinton land assembly: 31 Roehampton Ave, Toronto, ON The Stockyards, Toronto, ON (additional 25% from Trinity) McCall Landing, Calgary, AB (additional 25% from Trinity) East Hills, Calgary, AB (additional 10% from Trinity) Acquisitions of development sites - Q2 2014 Bathurst & College land assembly, Toronto, ON (remaining 40% from Trinity) RioCan Centre Vaughan, Vaughan, ON Acquisitions of development sites - Q4 2014 Yonge & Eglinton land assembly: TD Bank, Toronto, ON King & Portland joint venture: 499 Adelaide Street West, Toronto, ON Burloak Additional Lands (4 acres), Oakville, ON Total acquisitions of development sites $ 172 2,017 (i) Excludes closing costs and other acquisition related costs (ii) "URB" - Urban Retail; "MIX - Mixed Use Centre; "NFR" - New Format Retail; "OUT" - Outlet Mall; "GA" - Grocery Anchored; "NGA" - Non-grocery anchored 91 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Further details around RioCan’s current quarter development property acquisitions are as follows: Canada • On November 3, 2014, RioCan completed the acquisition of a 50% interest in the site where TD Bank was formerly located at the northeast corner of Yonge Street and Eglinton Avenue in Toronto, Ontario, at a purchase price of $12 million ($6 million at RioCan’s interest). The acquisition, which was completed free and clear of financing, forms part of the existing Northeast Yonge Eglinton land assembly, acquired in 2011 with Metropia and Bazis for the purpose of redeveloping into a mixed-use retail and residential property. RioCan and its partners obtained zoning approval and the redevelopment commenced in April 2014. • On December 5, 2014, RioCan completed the acquisition of 499 Adelaide Street West located in Toronto, Ontario, at a purchase price of $0.6 million, at RioCan’s interest. The asset was acquired free and clear of financing and will be fully redeveloped as part of the multi-parcel land assembly at the intersection of King Street West and Portland Street in Toronto, Ontario. This acquisition forms part of the King and Portland Joint Venture with Allied Properties Real Estate Investment Trust, with the intention to intensify the site by creating a mixed-use office, retail and residential complex. • On December 10, 2014, RioCan completed the acquisition of a 50% interest in a 4-acre parcel of land adjacent to RioCan Centre Burloak located in Oakville, Ontario, at a purchase price of approximately $4 million ($2 million at RioCan's interest). The property was acquired free and clear of financing. Together with a contiguous residual 8.5 acre land parcel, the combined 12.5 acre land parcel will be re-designated and re-zoned in the second quarter of 2015 and an additional 141,000 square feet of retail space will be available for development on the site. RioCan Centre Burloak is a 553,000 new format retail centre situated on an 89-acre parcel of land anchored by Cineplex Theatre, Longo's Supermarket and a retailer-owned Home Depot. The entire site is owned on a 50%/50% joint venture basis with partner CPPIB. Development Property Acquisitions Subsequent to Quarter End On February 6, 2015, RioCan completed the acquisition of an 81.25% interest in a 5.8 acre land parcel at RioCan Centre Vaughan, located in Vaughan, Ontario, at a purchase price of $4 million ($3 million at RioCan’s interest). Trinity acquired the remaining 18.75% interest and the property was acquired free and clear of financing. The land parcel acquired is adjacent to phase II of RioCan’s existing shopping centre at RioCan Centre Vaughan. Development Property Acquisitions Under Contract As at the date of this report, RioCan does not have any development property acquisitions under contract. 92 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Development Activity in 2014 During the year ended December 31, 2014, RioCan transferred from properties under development to income producing properties $363 million in costs pertaining to 1.0 million square feet of completed greenfield development or expansion and redevelopment projects. A summary of RioCan’s 2014 transfers to income properties from development projects is as follows: NLA (in thousands of square feet) at RioCan’s Interest 2014 Total Fourth quarter Third quarter Second quarter First quarter NLA at 100% Tenants transferred to IPP Property location Brentwood Village, Calgary, AB Centre St. Martin, Laval, QC Collingwood Centre, Collingwood, ON* Yonge & Erskine, Toronto, ON* Galeries Laurentides, St.- Jerome, QC* RioCan’s ownership interest 50% 100% 100% 50% 100% Kennedy Commons, Toronto, 50% ON Mississauga Plaza, Toronto, ON* Niagara Falls Plaza, Toronto, ON* Northumberland Square, Miramichi, NB* RioCan Fairgrounds, Orangeville, ON* Tanger Outlets Cookstown, Cookstown, ON* 100% 100% 100% 100% 50% Timmins Square, Timmins, 30% ON* Corbett Centre, Fredericton, 100% NB East Hills, Calgary, AB Grant Crossing, Ottawa, ON Herongate Mall, Ottawa, ON RioCan Centre Belcourt, Orleans, ON* Southbank Centre, Okotoks, AB* Tanger Outlets Ottawa, Ottawa, ON 40% 60% 75% 60% 50% 50% 159 The Stockyards, Toronto, ON 50% 221 12 34 82 6 26 43 50 41 43 28 78 10 26 52 20 7 38 26 — — — 6 — — — — — — — — — — — — — — — — — — 75 — — 43 50 41 20 — 78 5 26 — 3 — — — 159 — — 7 — 26 — — — — 28 — — — 52 17 7 38 14 — 12 34 — — — — — — 23 — — 5 — — — — — 12 — 24 University City retail 34 Pharma Prix, Rossy 81 Sobeys Expansion, Winners, Sport Chek, Carter's, Dollarama, Bed Bath & Beyond 12 TD Bank 26 Gold's Gym 85 Michaels, LA Fitness 50 LA Fitness 41 LA Fitness 43 Giant Tiger, Winners 28 Walmart Expansion 156 Carter's, Guess, Toys R Us, Nike, American Eagle, Puma, Eddie Bauer, Multiple national tenants 31 Ardene 26 HomeSense, Hallmark 130 Walmart 33 Dollarama, JYSK, Urban Barn 9 Shawarma Prince, Flashy Nails, Extreme Pita, Gabriels Pizza 63 Dollar Tree, Toys R Us, H&R Block, Beyond the Batter 53 Sport Chek, Ardene, Carters, Solo Liquor, GoodLife Fitness 318 Carter's, American Eagle, Eddie Bauer, Gap, Guess, Subway, Old Navy, Multiple national tenants 20 — 201 442 Old Navy, Winners, Linen Chest, Sport Chek, PetSmart, Michaels, Multiple national tenants * Greenfield & Redevelopment projects completed in 2014. 1,002 6 520 189 287 1,685 93 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS A summary of RioCan’s 2013 transfers to income properties from development projects is as follows: NLA (in thousands of square feet) at RioCan’s Interest 2013 Fourth quarter Third quarter Second quarter First quarter NLA at 100% Tenants transferred to IPP Property location Centre St. Martin, Laval, QC East Court Mall, Cornwall, ON Five Points Shopping Centre, Oshawa, Ontario Galeries Laurentides, St.-Jerome, QC RioCan’s ownership interest 100% 100% Total 70 91 100% 108 100% 78 Place Carnaval, Laval, 100% QC Queensway Cineplex, Toronto, ON RioCan Greenfield, Greenfield Park, QC RioCan West Ridge, Orillia, ON South Hamilton Square, Hamilton, ON Sudbury Place, Sudbury, ON Timmins Square, Timmins, ON Toronto, ON Grant Crossing, Ottawa, ON Herongate Mall, Ottawa, ON Meadow Ridge Plaza, Ajax, ON Southbank Centre, Okotoks, AB The Stockyards, Toronto, ON 50% 50% 100% 100% 5 6 3 65 87 2 5 60% 75% 47 20% 50% 7 2 25% 49 100% 110 110 30% 13 Yonge Eglinton Centre, 100% 25 — — — 5 6 — — — — 2 5 — — — 11 45 91 108 78 — — 3 — 87 — 13 — — — — — 37 — — — — — — — — — — — — — — 7 — — 7 — — — — — — — 65 — — — — — 70 Gold’s Gym, Dollarama, L’Aubainerie 91 No Frills, Ardene, Dollarama, Urban Planet 108 Target Retrofit and Expansion, Burger King 78 Maxi, Urban Planet 5 TD Bank 12 Cineplex Expansion 5 National Bank 65 Big Lots, Sears 87 Target Retrofit and Expansion 110 Target Retrofit and Expansion 44 Urban Planet 2 Aroma Café relocation 8 Japanese Buffet, First Choice, Thai Express, Beyond the Batter, Running Room 47 63 Food Basics, Rexall Pharma Plus, Bank of Nova Scotia, Herongate Dental Clinic, Herongate Barbershop, Subway 34 GoodLife Fitness, Dollarama 5 Sleep Country Canada 192 Target Corporation, Royal Bank of Canada — 2 — 114 979 Development Pipeline Summary 748 164 462 The fair market value of properties under development at December 31, 2014 is $706 million (December 31, 2013 - $583 million), which includes costs of $718 million (December 31, 2013 - $568 million) and a fair value reduction of $12 million (December 31, 2013 - increment of $15 million). As at December 31, 2014, RioCan’s greenfield development and urban intensification pipeline will, upon completion, comprise approximately 7.0 million square feet, which includes approximately 0.4 million square feet which is already income producing. RioCan’s ownership interest will be approximately 3.9 million square feet. 94 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS The following tables represent the components of properties under development type and status as of: As at December 31, 2014 Comprised of: Greenfield Development Urban Intensification Expansion and Redevelopment Excess Density Other (i) (i) including earnouts and other. As at December 31, 2013 Comprised of: Greenfield Development Urban Intensification Expansion and Redevelopment Excess Density Other (i) (i) including earnouts and other. Definitions Non-active Total $ — $ Active Committed Non- committed $ $ 112 81 202 — — 65 130 32 — — $ 395 $ 227 $ — — 79 5 84 $ — — 41 7 48 $ 177 211 234 79 5 706 291 128 116 41 7 583 Active Committed Non- committed Non-active Total $ — $ $ 218 $ 28 86 — — 73 100 30 — — $ 332 $ 203 $ Greenfield Development - vacant land located in suburban markets. Urban Intensification - development or redevelopment projects located in urban markets. Expansion and Redevelopment - projects that will improve the property through demolition, renovation and/or the addition of density. Excess Density - leasable area identified and available for future development if and when market demand exists. Active Committed - a property where the pro forma budget has been approved, all major planning issues have been resolved, tenants have been secured and construction is about to start or has started. Active Non-committed - a property where the development team is creating the pro forma budget, all planning issues are being resolved, the leasing team is in the process of securing tenants, but construction has not started. Non-active - a property that has future development potential. On an individual development basis, the majority of the projects are estimated to generate yields of approximately 6% to 10%. On an aggregate basis, RioCan expects these development projects to generate a weighted average NOI yield of 7% to 8%. Capital expenditures for active projects for 2015 are estimated to be approximately $151 million. During the year ended December 31, 2014, total costs incurred were approximately $237 million, excluding mezzanine loans advanced of approximately $26 million. RioCan is committed to property development and redevelopment opportunities and is focused on completing the construction of the development pipeline underway, on time and on budget, and continuing to make progress on leasing. Commencement of construction for several of the development projects have been deferred until economic conditions warrant. Potential anchor tenants are currently more cautious in committing to new developments, which will impact the timing of several developments, as RioCan will not commence construction until it has secured the requisite leasing commitments and appropriate risk-adjusted returns. RioCan’s estimated development project square footage and development costs are subject to change, which changes may be material to the Trust, as assumptions regarding, among other items, anchor tenants, tenant rents, building sizes, project completion timelines, availability and cost of construction financing, and project costs, are updated periodically based on revised site plans, the cost tendering process and continuing tenant negotiations. Development activity is expected to increase in the upcoming years due to demand from U.S.-based tenants entering the Canadian market and the demand from existing tenants, especially in urban locations. Due to the economic recession of the last few years, the level of development in general has been low across the country. 95 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Estimated Spending Summary by Development Category – Active Projects (millions of dollars) Greenfield Development Urban Intensification Expansion & Redevelopment Total Construction Expenditures Mezzanine Funding Obligation Total RioCan Funding Requirements 2015 2016 2017+ FD (i) Total $ 32.6 $ 12.1 $ 5.0 $ 238.3 $ 288.0 36.2 82.4 151.2 0.1 7.8 162.3 182.2 0.2 18.5 19.7 43.2 — 772.6 — 835.1 264.4 1,010.9 1,387.5 (1.9) (1.6) $ 151.3 $ 182.4 $ 43.2 $ 1,009.0 $ 1,385.9 (i) Future Development - projected costs from 2017 to 2019+ to build NLA not leased. The NLA of development pipeline expected to be completed by year, as at December 31, 2014 is as follows: (thousands of square feet) Greenfield Development Urban Intensification Sub-total Expansion & Redevelopment Total NLA - 100% NLA - RioCan% IPP(i) 2015 2016 2017 2018+ 2,903 4,119 7,022 1,395 8,417 1,846 2,051 3,897 1,046 4,943 239 54 293 — 293 174 76 250 211 461 151 — 151 678 829 861 364 1,225 157 1,382 421 1,557 1,978 — 1,978 (i) Phases of the development pipeline that are currently income producing (at RioCan's interest). The development (including expansions and redevelopment projects) pipeline NLA expected to be completed by year, as at December 31, 2014 is as follows: Subject to pre-leasing and market conditions Greenfield Development RioCan’s current greenfield development pipeline consists of five properties that are expected to add approximately 2.9 million square feet (1.8 million square feet at RioCan’s interest) of space upon completion over the next six years. 0.3 million square feet (0.2 million square feet at RioCan’s interest) is already income producing. RioCan is committed to property development and redevelopment opportunities and is focused on completing its existing development pipeline. These developments will be an important component of RioCan’s organic growth strategy over time. RioCan’s development program is focused on well-located urban and suburban land in the six major market markets in Canada. RioCan’s projected returns on development properties are higher than the returns that can be generated through properties that are purchased. Furthermore, population growth over time will lead to improved tenant sales and further increases in rent at these properties as tenants renew upon expiry of their original term. Development properties that have been completed by RioCan and its partners during the last fifteen years contribute significantly to RioCan’s existing growth and these types of properties are rarely, if ever, available for sale. 96 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Highlights of RioCan’s greenfield development pipeline as at December 31, 2014, are as follows: Estimated square feet upon completion of the development project Anticipated date of development completion RioCan’s % ownership Partners Anchors Total estimated development Retailer owned anchors(i) RioCan’s interest Partners’ interests Total leasing activity (ii) % Leased Current development Potential future developments (thousands of square feet) Greenfield Development Properties East Hills, Calgary, AB * 40% CPP / Lansdowne / Tristar Walmart, Cineplex Flamborough Power Centre, Hamilton, ON * 100% — — Sage Hill, Calgary, AB * 50% Kingsett Greenfield Developments –Committed RioCan Centre Vaughan, Vaughan, ON Ph 3 * 31.25% Trinity / Strathallan 100% — Windfield Farms, Oshawa, ON * Greenfield Developments –Non-committed Total Greenfield Developments Walmart, Loblaws, London Drugs — — 916 160 302 454 276 37% Q3 2015 2017 283 394 — — 283 — 195 69% Q1 2016 2016 197 197 294 75% Q2 2016 2016 1,593 96 160 74 782 7 1,214 157 1,057 1,310 231 1,064 651 15 — 15 765 — — — 53% —% —% —% 2,903 391 1,846 666 765 30% — — 2016 2017 (iii) (i) Retailer owned anchors include both completed and contemplated sales. (ii) Leasing activity includes leasing that is conditional on receiving municipal approvals and meeting construction deadlines. (iii) The first phases are expected to be substantially complete by the date indicated. * Property represents one of RioCan’s 15 properties under development. Acquisition and development expenditures incurred to date RioCan’s interest Estimated remaining construction expenditures to complete RioCan’s % ownership Estimated project cost (100%) (i) Amount included in IPP Amount included in PUD Total Partners’ interest Total RioCan’s interest Partners’ interest Total (thousands of dollars) Greenfield Development Properties East Hills, Calgary, AB 40% $ 313,426 $ 483 $ 68,728 $ 69,211 $ 88,310 $ 157,521 $ 62,362 $ 93,543 $155,905 Flamborough Power Centre, Hamilton, ON 100% 61,565 31,391 7,448 38,839 — 38,839 22,727 — 22,727 Sage Hill, Calgary, AB Fair value adjustments 50% 110,644 21 — 21,639 21,660 19,924 41,584 34,530 34,530 69,060 14,447 14,447 — 14,447 — — — Greenfield Developments – Committed RioCan Centre Vaughan, Vaughan, ON Ph 3 31.25% (ii) 485,635 10,395 Windfield Farms, Oshawa, ON 100% 223,476 Fair value adjustments Greenfield Developments - Non-committed 233,871 31,895 112,262 144,157 108,234 252,391 119,619 128,073 247,692 — — — — 7,649 7,649 11,081 18,730 (2,605) (5,730) (8,335) 52,595 52,595 4,326 4,326 — — 52,595 170,881 — 170,881 4,326 — — — 64,570 64,570 11,081 75,651 168,276 (5,730) 162,546 Total Greenfield Developments $ 719,506 $ 31,895 $ 176,832 $208,727 $ 119,315 $ 328,042 $ 287,895 $ 122,343 $410,238 (i) Proceeds from sale to shadow anchors reduce projected cost. (ii) Credits reflects proceeds from a potential land parcel sale. 97 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS (thousands of dollars) Greenfield Development Properties RioCan’s % ownership Estimated remaining development activity to be funded by RioCan 2015 2016 2017 & Thereafter Future Development Total RioCan’s interest Mezzanine financing RioCan’s interest Mezzanine financing RioCan’s interest Mezzanine financing RioCan’s interest Mezzanine financing RioCan’s interest Mezzanine financing East Hills, Calgary, AB 40% $ 10,193 $ — $ 1,973 $ — $ 2,072 $ — $ 48,124 $ — $ 62,362 $ — — — — Flamborough Power Centre, Hamilton, ON 100% — $ Sage Hill, Calgary, AB 50% 19,533 $ Greenfield Developments – Committed RioCan Centre Vaughan, Vaughan, ON Ph 3 (i) 29,726 31.25% 239 — — — 143 — $ 7,137 $ 9,110 251 — — — 151 — — 2,072 — — — — — 22,727 $ 7,861 $ — — 22,727 $ 34,531 $ 78,712 (3,095) — 119,620 (1,857) (2,605) (1,563) Windfield Farms, Oshawa, 100% 2,630 — 2,761 — 2,899 — 162,591 — 170,881 — ON Greenfield Developments – Non-committed Total Greenfield Developments 2,869 143 3,012 151 2,899 — 159,496 (1,857) 168,276 (1,563) $ 32,595 $ 143 $ 12,122 $ 151 $ 4,971 $ — $ 238,208 $ (1,857) $ 287,896 $ (1,563) (i) Credits reflects proceeds from a potential land parcel sale. (thousands of dollars) Greenfield Development Properties East Hills, Calgary, AB Flamborough Power Centre, Hamilton, ON Sage Hill, Calgary, AB Greenfield Developments - Committed RioCan Centre Vaughan, Vaughan, ON Ph 3 Windfield Farms, Oshawa, ON Greenfield Developments - Non-Committed Total Greenfield Developments Funding Obligations RioCan’s % ownership RioCan’s interest RioCan RioCan on behalf of partners (Mezzanine loans) Total RioCan funded Partners Total 40% $ 62,362 $ — $ 62,362 $ 93,543 $ 155,905 100% 50% 31.25% 22,727 34,530 119,619 — 100% 170,881 170,881 — — — — — — 22,727 34,530 — 34,530 22,727 69,060 119,619 128,073 247,692 — 170,881 170,881 — — — — 170,881 170,881 $ 290,500 $ — $ 290,500 $ 128,073 $ 418,573 A summary of fourth quarter 2014 highlights from RioCan’s Greenfield Development projects are as follows: East Hills - Calgary, Alberta Development continues at the site which is anchored by a 130,000 square foot Walmart that opened in March 2014. An additional 66,000 square feet of retail space is currently under construction and construction will be completed in the next six months. Tenants including CIBC, TD Bank and Sleep Country Canada are expected to commence operations in Q3 2015. RioCan has the sale of 15-acre parcel of land to a national retailer under conditional contract where conditions have not been waived. Flamborough Power Centre - Flamborough, Ontario This 25-acre site is currently being developed into a 267,000 square foot new format retail centre. An additional 80,000 square feet of retail space will be developed at the property, including a 8,000 square foot pad to be leased to Investors Group that will commence operations in first quarter of 2016. Sage Hill - Calgary, Alberta In the fourth quarter of 2014, RioCan completed site works (internal roads & services) related to the Walmart phase. During January 2015, the Walmart commenced operations at this site. McCall Landing - Calgary, Alberta McCall Landing, located at 36th Street NE and Country Hills Boulevard NE in Calgary, is a 109-acre site that is currently being marketed for sale. RioCan purchased Trinity’s 25% interest in the property in the first quarter of 2014, increasing the Trust’s ownership interest in the property to 50%. As the property is to be disposed of, the value of the property has been moved from the Greenfield Development to Excess Density. Urban Intensification A focus within RioCan’s development growth strategy is urban development and intensification. RioCan’s current urban development pipeline consists of eight properties that are expected to add approximately 4.1 million square feet (2.1 million square feet at RioCan’s interest) of space upon completion over the next six years, excluding condominium units that will be sold. RioCan’s urban development program currently is focused on properties located in densely populated areas in the urban cores of Toronto and Calgary. 98 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Land use intensification opportunities arise from the fact that retail centres are generally built with lot coverages of approximately 25% of the underlying land. Therefore, particularly in urban markets, RioCan can seek to obtain additional density, retail or otherwise, on its existing property portfolio and, as the land is already owned, it may be able to achieve relatively higher returns on new construction as well as from the sale of non-retail use density. Population growth is significant in these areas and retailers want locations that are able to access this population. RioCan’s urban development program will serve that demand and returns on these properties will contribute significantly to RioCan’s growth strategy over time. As a result of the aforementioned population growth, cities are building infrastructure to serve this population that will benefit RioCan’s urban development growth strategy. Highlights of RioCan’s urban intensification pipeline as at December 31, 2014, are as follows: Estimated square feet upon completion of the development project Anticipated date of development completion (thousands of square feet) Urban Intensification Properties RioCan’s % ownership Partner(s) Anchors Total estimated development Retailer owned anchors (i) RioCan’s interest Partners’ interests % Leased Current development Potential future developments 89% Q3 2015 1860 Bayview Avenue, Toronto, 100% ON * Bathurst Street & College Street, 100% Toronto, ON * — — Whole Foods — CPA Lands, Calgary, AB * 50% Kingsett Loblaws NE Yonge Eglinton, Toronto, ON * (vi) 50% Metropia / Bazis Urban Intensification-Committed College & Manning,Toronto, ON * Dupont Street, Toronto, ON * The Well, Toronto, ON * (iv) 50% 100% 40% Allied — Allied / Diamond King & Portland, Toronto, ON * 50% Allied — — — — — Urban Intensification - Non-committed Total Urban Intensification 76 145 174 438 833 114 271 2,548 352 3,285 4,118 — — — — — — — — — — — Total leasing activity (ii) 68 52 76 145 87 219 527 57 271 — — 87 57 — 59 — — 48 1,019 1,529 176 176 1,523 2,050 1,762 2,068 107 347 102 59% 219 18 4% 306 240 36% 29% 52% —% —% 14% 3% 8% 2015 2017 2019 2017 2018 2020 2019 (iii) 2018 — — — — — — — (i) Retailer owned anchors include both completed and contemplated sales. (ii) Leasing activity includes leasing that is conditional on receiving municipal approvals and meeting construction deadlines. (iii) The first phases are expected to be substantially complete by the dates indicated. (iv) * Includes amounts for offices, retail and residential apartments only (excludes residential condominiums). Property represents one of RioCan’s 15 properties under development. Acquisition and development expenditures incurred to date Estimated remaining construction expenditures to complete RioCan’s % ownership Estimated project cost (100%) (i) RioCan’s interest Amount included in IPP Amount included in PUD Total Partners’ interest Total RioCan’s interest Partners’ interest Total (thousands of dollars) Urban Intensification Properties 1860 Bayview Avenue, Toronto, ON 100% $ 56,831 $ — $ 28,044 $ 28,044 $ — $ 28,044 $ 28,787 $ — $ 28,787 Bathurst Street & College Street, 100% 89,836 Toronto, ON CPA Lands, Calgary, AB NE Yonge Eglinton, Toronto, ON Fair value adjustments Urban Intensification – Committed College & Manning,Toronto, ON Dupont Street, Toronto, ON The Well, Toronto, ON King & Portland, Toronto, ON Fair value adjustments 50% 50% 126,414 207,375 480,456 52,420 98,450 1,566,995 50% 100% 40% 50% 128,419 10,349 — — — 126 — 126 8,539 — 632 25,572 25,572 — 25,572 64,264 — 64,264 11,387 20,306 11,387 20,432 10,528 20,416 21,915 40,848 52,250 83,256 (4,549) (4,549) — (4,549) — 52,250 83,256 — 104,500 166,512 — 80,760 4,506 14,953 76,872 14,380 19,236 80,886 13,045 14,953 30,944 111,830 228,557 135,506 364,063 11,879 — 24,924 14,953 13,748 83,497 13,748 — 27,496 83,497 77,504 109,543 187,047 551,980 827,970 1,379,950 24,729 19,236 22,752 — 47,481 19,236 40,469 40,469 80,938 — — — Urban Intensification - Non-committed 1,846,284 19,520 129,947 149,467 144,174 293,641 689,694 882,187 1,571,881 Total Urban Intensification $ 2,326,740 $ 19,646 $ 210,707 $ 230,353 $ 175,118 $ 405,471 $ 918,251 $1,017,693 $ 1,935,944 (i) Proceeds from sale to shadow anchors reduce projected cost, and exclude potential condominium residential units. 99 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Estimated remaining development activity to be funded by RioCan 2015 2016 2017 & Thereafter Future Development Total RioCan’s % ownership RioCan’s interest Mezzanine financing RioCan’s interest Mezzanine financing RioCan’s interest Mezzanine financing RioCan’s interest Mezzanine financing RioCan’s interest Mezzanine financing 100% $ 28,787 $ — $ — $ — $ — $ — $ — $ — $ 28,787 $ 100% 1,279 50% 50% 569 — 50% 100% 40% 50% 30,635 225 748 3,844 719 5,536 — — — — — — — — — 1,343 598 — 1,941 237 785 4,036 755 — — — — — — — — 1,410 628 — 2,038 497 1,649 12,713 1,585 — — — 60,233 50,455 — — 110,688 — — 12,790 80,316 — 531,388 — 37,410 — — — — — — — — 64,265 52,250 — 145,302 13,749 83,498 551,981 40,469 5,813 — 16,444 — 661,904 — 689,697 $ 36,171 $ — $ 7,754 $ — $ 18,482 $ — $ 772,592 $ — $ 834,999 $ — — — — — — — — — — — (thousands of dollars) Urban Intensification Properties 1860 Bayview Avenue, Toronto, ON Bathurst Street & College Street, Toronto, ON CPA Lands, Calgary, AB NE Yonge Eglinton, Toronto, ON (i) Urban Intensification – Committed College & Manning,Toronto, ON Dupont Street, Toronto, ON The Well, Toronto, ON King & Portland, Toronto, ON Urban Intensification – Non-committed Total Urban Intensification (i) Cost to complete to be financed by construction line. (thousands of dollars) Urban Intensification Properties: RioCan’s % ownership RioCan’s interest RioCan RioCan on behalf of partners (Mezzanine Loan) Total RioCan funded Partners Total Funding Obligations 1860 Bayview Avenue, Toronto, ON 100% $ Bathurst Street & College Street, Toronto, ON CPA Lands, Calgary, AB NE Yonge Eglinton, Toronto, ON (i) Urban Intensification - Committed College & Manning,Toronto, ON Dupont Street, Toronto, ON The Well, Toronto, ON King & Portland, Toronto, ON Urban Intensification - Non-committed 100% 50% 50% 50% 100% 40% 50% 28,787 64,264 52,250 — 145,301 13,748 83,497 551,980 40,469 689,694 — $ 28,787 $ — — — — — — — — — 64,264 52,250 — 145,301 13,748 83,497 551,980 40,469 689,694 — $ — $ 28,787 64,264 52,250 $ 104,500 — $ 52,250 13,748 — 827,970 40,469 882,187 — 197,551 27,496 83,497 1,379,950 80,938 1,571,881 Total Urban Intensification $ 834,995 $ — $ 834,995 $ 934,437 $ 1,769,432 (i) Cost to complete to be financed by construction line. A summary of RioCan’s significant urban intensification projects currently underway are as follows: 1860 Bayview Avenue - Toronto, Ontario 1860 Bayview Avenue is currently a development site located at the northwest corner of Bayview Avenue and Broadway Avenue in the Leaside area of Toronto. Once completed, the centre will consist of approximately 76,000 square feet of retail space and will be anchored by a 52,500 square foot Whole Foods grocery store. RioCan acquired a 100% interest in the site on a forward purchase basis in the first quarter of 2014. The project has received zoning approval and development is expected to be completed by mid 2015. Bathurst Street and College Street - Toronto, Ontario This 1.3 acre site is located just west of the downtown core in Toronto near Bathurst and College Street. The property will be developed into 145,000 square foot three storey urban retail building. On July 15, 2014, the Ontario Municipal Board (OMB) endorsed the settlement between the City and RioCan with respect to a 4-storey commercial building at 410-446 Bathurst Street, and approved a zoning amendment and site plan to implement the settlement. The OMB’s order in respect of the zoning appeal and site plan referral is conditional on implementing the City’s conditions of site plan approval. During 2014, RioCan acquired the remaining 40% interest from its partner, Trinity, for this development. CPA Lands - Calgary, Alberta This 2.8 acre site is located in the East Village area of downtown Calgary, Alberta. The site is one of downtown Calgary’s few remaining privately owned full city blocks. The site was acquired in the second quarter of 2013 on a 50/50 joint venture basis between RioCan and KingSett. The property will be developed as a mixed use project. The site has received zoning approval for 100 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS the proposed development and RioCan has submitted for a development permit, which the Trust expects to receive in June 2015. Development of this site is anticipated to commence in 2016. Yonge Street & Eglinton Avenue East - Toronto, Ontario Construction on this site began in April 2014. The demolition of the TD Bank branch took place in Q4 2014 and remaining residential apartment building is scheduled for Q1 2015. It is anticipated that the project will contain a 58 floor condominium tower and a 36 floor residential rental tower as well as 54,000 square feet of retail and commercial space featuring a flagship TD Bank branch. The rental tower will have 465 units and the condominium will have 621 units, of which 606 have been pre-sold as of December 31, 2014. The project is expected to be completed by Q4 2017. The site is zoned for the proposed development. The demolition permit for the remaining residential apartment building has been applied for and will be released upon the remaining tenants vacating the premises in February 2015. During 2014, the Trust arranged and secured a $318 million in construction financing ($159 million at RioCan's interest) related to this development property. College Street and Manning Avenue - Toronto, Ontario This site is comprised of 551-555 College Street, formerly owned exclusively by Allied and 547 and 549 College Street, formerly owned exclusively by RioCan. Given the strategic downtown location of each respective property, Allied and RioCan have formed a 50-50 joint venture partnership to create one 114,000 square foot site (including approximately 52,000 square feet that is currently income producing) with 185 feet of frontage on College Street. The joint venture has plans to intensify the site by creating a mixed-use office, retail and residential complex. This site was successfully re-zoned for the proposed development during July 2014. Dupont Street - Toronto, Ontario This 1.4 acre site, located on Dupont Street near Christie Avenue, is north-west of the downtown core of Toronto. The site is expected to be developed into 271,000 square foot eight storey mixed use urban retail and residential building. RioCan has a 100% ownership interest in the site. A rezoning application was submitted during July 2014. RioCan expects to have zoning approvals in place by mid 2016. The Well - Toronto, Ontario This 7.74 acre site is currently the home of The Globe & Mail newspaper and is located on part of a large city block bounded by Spadina Avenue, Front Street, Draper Street and Wellington Street. The site is in close proximity to Toronto's downtown office corridor and adjacent to a large and growing residential population. The property will be redeveloped as a mixed-use development that will include approximately 1,608,000 square feet of retail and office space, 940,000 square feet of residential rental units and 466,000 square feet of condominium space that will become a landmark destination to live, work and shop in Toronto. The ownership structure of the property is RioCan 40%, Allied 40% and Diamond 20%. A rezoning application was filed during February 2014 and the Trust expects to have zoning approvals in place by the third quarter of 2015. King Street & Portland Street - Toronto, Ontario This site is comprised of 602-606 & 620 King Street West, formerly owned exclusively by Allied Properties REIT, and adjacent properties extending from King Street West through to Adelaide Street West that Allied and RioCan acquired jointly. Given the site’s premier location in the heart of the affluent King West neighbourhood, Allied and RioCan have formed a 50/50 joint venture partnership to create one property, with frontage on King Street West, Portland Street and Adelaide Street West. Upon completion, the site will obtain a mixed use office, retail and residential complex with approximately 352,000 square feet of gross floor area. A rezoning application was filed in August 2013. RioCan expects to have zoning approvals in place by May 2015. Expansion & Redevelopment RioCan’s expansion and redevelopment project costs for the remainder of 2015 are currently expected to be approximately $82 million. As at December 31, 2014, RioCan’s expansion and redevelopment pipeline will, upon completion, comprise approximately 1.4 million square feet, of which RioCan’s ownership interest will be approximately 1.0 million square feet. RioCan's expansion and redevelopment projects exclude condominium units that will be sold. 101 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Highlights of RioCan’s expansion and redevelopment projects are as follows: Estimated project cost RioCan’s % ownership Tenant(s) Project NLA RioCan’s interest Partners’ interest Total Historical costs(i) Development expenditures to date at RioCan’s interest Sub-total Costs Incurred to date Estimated remaining development activity at RioCan’s interest 2015 2016 2017+ 50% LCBO 30 $ 5.1 $ 5.1 $ 10.2 $ 4.0 $ 0.3 $ 4.3 $ 0.3 $ 0.3 $ 4.2 RioCan Colossus Centre, 100% TBD 116 29.1 Vaughan, ON 29.1 17.4 40 40 32 15 41 67 21 10 2.9 4.3 7.6 4.0 6.4 8.9 1.6 2.9 — — — 5.8 4.3 7.6 4.0 4.3 10.7 3.0 11.9 1.6 3.2 7.0 2.4 — 4.4 0.4 5.8 1.8 0.4 0.5 0.9 1.1 — — 3.1 2.8 8.3 2.8 5.2 13.3 13.3 26.6 1.7 0.9 86.2 1.7 — — 3.4 0.9 86.2 14.6 18.5 5.8 6.7 2.9 8.6 32 34 79 20 23 45 1.4 2.5 3.2 0.6 0.9 6.8 0.3 0.2 4.9 0.6 2.4 3.1 0.7 0.3 8.4 4.9 3.2 5.0 1.3 12.6 2.1 1.2 1.7 1.2 3.2 0.1 2.1 1.4 1.3 0.2 0.3 — 3.2 0.2 5.4 — — — — — — — — — — — 22.3 10.8 8.4 5.0 15.2 20.9 8.9 7.4 3.2 2.3 0.6 0.8 0.6 0.6 — 2.2 9.4 0.4 — — — — — — — — 64.7 73.3 21.5 50% Longos, LA 104 79.1 79.1 158.2 7.6 2.0 9.6 33.3 37.2 6.6 Fitness, Mall Renovation (ii) Fair Value Adjustments — — — — (1.3) — (1.3) — — — 50% TBD 50% TBD 50% TBD 749 70 70 19 259.5 114.6 374.1 107.7 2.1 8.9 2.1 4.2 8.9 17.8 0.3 1.3 94.9 1.0 0.1 202.6 81.9 1.3 1.4 — — 67.0 1.1 8.8 3.1 3.1 6.2 0.3 0.1 0.4 — 3.0 100% TBD 181 39.0 — 39.0 12.5 1.5 14.0 — 37.5 100% TBD 50% TBD 100% TBD 26 141 79 62 — 8.2 8.0 3.5 32.8 — 1.5 5.0 1.4 — 8.2 8.0 16.0 3.5 — — — 32.8 10.6 — (6.9) 0.9 1.1 0.6 0.5 — 2.4 6.1 2.0 — 0.1 — 7.3 2.7 3.0 11.1 0.3 32.0 (6.9) — — 15.8 — — — — — 4.0 — — — 648 105.6 22.1 127.7 26.0 5.8 31.8 0.4 95.4 4.0 1,397 $ 365.1 $ 136.7 $ 501.8 $ 133.7 $ 100.7 $ 234.4 $ 82.3 $ 162.4 $ 19.8 (i) Historical Costs - Carrying amounts transferred from IPP for former anchors targeted for redevelopment. (ii) Yonge Sheppard Centre's interior mall retrofit is excluded from NLA, however, it is included in estimated project costs. Condo related NLA and costs are excluded from the table. 102 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 (thousands of square feet, millions of dollars) As at December 31, 2014 491 College Street, Toronto, ON Brentwood Village, Calgary, AB 50% Retail Podium Centre St. Martin, Laval, 100% Giant Tiger Québec Corbett Centre, Fredericton, NB Eglinton Avenue & Warden Avenue, Toronto, ON 100% Sleep Country Canada 100% Dentist, Mucho Burrito, Popeyes Grant Crossing, Ottawa, 60% TBD ON Herongate Mall, Ottawa, ON 75% Dollarama, Petsmart Kennedy Commons, Toronto, ON 50% Sleep Country, Sunset Grill Mill Woods Town Centre, 40.34% LensCrafters, Edmonton, AB Cellicon RioCan Hall, Toronto , 100% Michael's ON Shoppers City East, Ottawa, ON * 62.8% Shoppers Drug Mart, Beer Store Tanger Outlets - Kanata, 50% Saks Off 5th Kanata, ON The Stockyards, Toronto, 50% TBD 100% Petsmart, Fit for Less 100% Winners, Joe Fresh, Cineplex Expansion ON West Ridge Place Yonge & Eglinton Centre, Toronto, ON Yonge Sheppard Centre, Toronto, Ontario Total Committed Expansion and Redevelopment properties Brookside Mall, Fredericton, NB Les Factoreries Tanger - Bromont, Bromont, Quebec Les Factoreries Tanger - Saint-Sauveur, Saint Sauveur, Quebec Mega Centre Notre- Dame, Dorothee, Quebec RioCan Centre Barrie, Barrie, Ontario RioCan Centre Burloak, Oakville, Ontario Timiskaming Square, New Liskeard, ON Westney Road & Taunton 100% TBD Road, Ajax, ON Fair Value Adjustments Total Non-committed Expansion and Redevelopment properties Total MANAGEMENT’S DISCUSSION AND ANALYSIS Property represents one of RioCan’s 15 properties under development. * A summary of fourth quarter 2014 highlights from RioCan’s Expansion and Redevelopment projects are as follows: Collingwood Centre - Collingwood, Ontario (development complete) RioCan negotiated a lease termination agreement with Zellers (93,000 square feet) effective April 1, 2013. The enclosed mall portion of the property was demolished and redeveloped in 2013 and 2014. A 20,000 square foot Winners commenced operations in Q3 2014. A 20,000 square foot Sport Chek, a 18,500 square foot Bed Bath & Beyond, a 10,500 square foot Dollarama and a 6,000 Fresh Co expansion commenced operations in Q4 2014. Finally, a 5,000 square foot Carter’s Osh Kosh is expected to commence operations in Q1 2015 which will complete the project. Corbett Centre - Fredericton, New Brunswick Construction of a new 5,000 square foot Sleep Country began in Q3 2014. The tenant is expected to commence operations in mid-2015. Grant Crossing - Ottawa, Ontario A 5,000 square foot Urban Barn took possession of their premises in September 2014. The tenant commenced operations in the fourth quarter of 2014. Herongate Mall - Ottawa, Ontario In the fourth quarter of 2014, construction continued on a building that will be occupied by a 12,000 square foot PetSmart and a 10,000 square foot Dollarama. Dollarama took possession of their premises in January 2015 and commence operations during the first quarter of 2015. PetSmart will take possession of their premises in February 2015 and commence operations during the second quarter of 2015. Kennedy Commons - Scarborough, Ontario The redevelopment of a former AMC Theatre is close to completion. A newly constructed 45,000 square foot LA Fitness and a 23,000 square foot Michael’s have commenced operations. Sleep Country is expected to commence operations in the second quarter of 2015 to complete the project. Tanger Outlets - Ottawa, Kanata, Ontario Construction is complete on the 299,000 Phase 1 of this outlet mall format site. The Grand Opening was held in October 2014. Tenant such as Polo Ralph Lauren, J. Crew, Nike, The Gap, Banana Republic, Coach, Under Armour, Michael Kors, and Brooks Brothers among other outlet format tenants have reported excellent sales. A second 54,000 square foot phase will commence construction in 2015. Saks off 5th has executed a lease for a 28,000 square foot outlet and additional leases currently are under negotiation. Tanger Outlets - Cookstown - Innisfil, Ontario (development complete) Construction is complete on the 150,000 square foot expansion. The Grand Opening was held in November 2014. Tenants include: Polo Ralph Lauren, The Gap, Banana Republic, American Eagle Off Campus, Under Armour and Calvin Klein among other outlet format tenants. Yonge & Eglinton Centre - Toronto Ontario Construction of the retail expansion is underway and will include 42,000 square feet of new retail, a connection to the office towers and ingress/egress to the food court and subway. Leases have been executed with Winners, Joe Fresh and Cineplex VIP Theatres, which will be expanding their current premises. The project is scheduled to be completed by mid 2015. Excess Density In addition to RioCan’s various development projects, the Trust contributes to portfolio growth through the intensification of existing properties where RioCan has identified opportunities to increase density or add to an existing asset. This intensification of existing properties is an important component of RioCan’s organic growth strategy. As at December 31, 2014, RioCan’s total excess density fair market value is $79.3 million and its potential consists of approximately 2.1 million square feet, of which RioCan’s ownership interest will be approximately 1.5 million square feet. Residential Development RioCan is committed to ensuring that the individual properties in its portfolio are utilized to their highest and best use. While there are numerous ways to utilize its existing properties beyond their current use of conventional retail centres, RioCan has focused on mixed use projects containing predominantly multi-residential rental buildings. RioCan has identified 50 properties that it deems to be strong intensification opportunities. These are in the six major urban markets and are typically located in the vicinity of substantive transit infrastructure. RioCan’s objective is to develop approximately 19,000 apartment units over the course of the next ten years. Given the early stage of the evolution of this strategy, there can be no assurance that any of these developments will be undertaken, and if they are, on what terms. There are numerous attributes that attracted RioCan to the multi-unit residential sector. The addition of a residential component will enhance the value of the underlying retail element of the property. It is a sector that allows a steady and continuous income stream with a growth profile that will serve as a hedge against inflation. The residential rental sector serves as a healthy diversification to RioCan’s retail portfolio. Given the extent of this initiative, RioCan will possess a scale that will result in numerous efficiencies going forward. RioCan owns the underlying land, often at irreplaceable locations, thus giving it the unique opportunity to create a tremendous amount of value. Finally, residential rental will typically attract favourable financing terms based on the availability of CMHC insurance. 103 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS RioCan has established a team to carry forward the residential rental initiative, drawing from its existing areas of expertise. The team is comprised of existing RioCan executives as well as third-party consultants. As the initiative continues to grow, additional resources will be added to the platform to facilitate such growth. To this point, RioCan has filed applications for rezoning eight projects which, upon completion, should comprise a total of 5.8 million square feet, of which 2.7 million square feet will be residential rental units held for long-term rental income, 1.0 million square feet will be condominiums for sale and 2.1 million square feet will be incremental commercial gross leasable area. This would permit RioCan to have an interest in approximately 3,369 residential units. The majority of these properties are located directly on, or in close proximity, to major transit lines such as the existing Toronto Transit Commissions' subway lines or The Crosstown Eglinton LRT line, which is currently under construction. The ability to intensify its existing retail properties into transit-oriented mixed use developments is indicative of both the locational attributes of RioCan's land holdings and the strength of its management platform. The figures in the chart below and those noted herein are at 100% interest and as at February 12, 2015. In some cases, RioCan has partners and, therefore, does not hold a 100% interest. Property Location Application Submission Date Ownership (%) Potential GLA (square feet at 100%) Yonge Eglinton Northeast Corner Sunnybrook Plaza College & Manning (ii) 740 Dupont Street Sheppard Centre (iii) King & Portland The Well Tillicum (iii) TOTAL Toronto, ON Toronto, ON Toronto, ON Toronto, ON Toronto, ON Toronto, ON Toronto, ON Victoria, BC January 2012 50% (Metropia/ Bazis) Commercial Residential Rental (i) Condominium Total 54,000 384,498 491,491 929,989 December 2014 100% 24,928 374,791 September 2013 50% (Allied) 5,887 55,746 July 2014 100% 81,918 189,549 May 2013 50% (Kingsett) 104,000 319,000 August 2013 50% (Allied) 245,345 106,208 — — — — — 399,719 61,633 271,467 423,000 351,553 40% (Allied / Diamondcorp) 1,608,698 940,000 466,206 3,014,904 1343 February 2009 50% 18,143 300,000 — 318,143 295 2,142,919 2,669,792 957,697 5,770,408 3,369 Residential Rental Units 465 426 77 225 399 139 (i) Residential rental GLA represents residential rental units that will produce long-term rental income and excludes any condominium units that will be sold. The value associated with the residential rental units is included in the Urban Intensification and Expansion and Redevelopment tables in the Properties Under Development section of this MD&A. (ii) GLA (gross leasable area) excludes the square footage that is currently generating income. (iii) The value of the potential residential development is currently classified as held for resale; RioCan is contemplating keeping these assets to develop residential units. RioCan intends to file applications to rezone 17 additional properties by the end of 2015. These proposed redevelopments are expected to produce approximately 8.6 million square feet, of which 6.2 million square feet is expected to be residential. This would permit RioCan to have an interest in an additional 8,713 residential units. As these projects are in preliminary stages, there can be no assurance that any of these developments will be undertaken and if so, on what terms. Properties Held for Resale Properties held for resale are properties acquired or developed for which RioCan generally intends to sell rather than hold on a long term basis. RioCan’s plan is to dispose of all or part of such properties in the ordinary course of business. It is expected that the Trust will earn a return on these assets through a combination of property operating income earned during the relatively short holding period, which will be included in net earnings, and sales proceeds. As at December 31, 2014, the Trust has $80.4 million of properties held for resale comprising the following five assets ($45.9 million as at December 31, 2013 comprising four assets): • • • • Tillicum Centre, Victoria, BC (Excess residential density); Sheppard Centre, Toronto, ON (Excess residential density); Stouffville Residential Lands, Stouffville, ON (Residential homes); Yonge & Eglinton Northeast Corner, Toronto, ON (Condominium units for sale); and • CPA Lands, Calgary, AB (air rights). With respect to excess residential/condominium density, RioCan is considering the potential of retaining such density and developing residential rental properties. Properties Held for Sale Properties held for sale are investment properties which RioCan is either contemplating or in the process of disposing and may no longer hold as investment property. As at December 31, 2014, the Trust has twelve investment properties held for sale with an aggregate fair value of $189 million (December 31, 2013 – $60 million). 104 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Mortgages and Loans Receivable RioCan’s Declaration contains provisions that have the effect of limiting the aggregate value of the investment by the Trust in mortgages, other than mortgages taken back on the sale of RioCan’s properties, to a maximum of 30% of Adjusted Unitholders’ Equity which is defined in the section, “Presentation of Financial Information and Non-GAAP Measures.” Additionally, RioCan is limited to the amount of capital that can be invested in non-income producing properties to no more than 15% of the Adjusted Unitholders’ Equity, which limitation applies to both greenfield development projects and mortgages receivable to fund the co- owners’ share of such developments, referred to in this MD&A as mezzanine financing. At December 31, 2014, RioCan was in compliance with these restrictions. Contractual mortgages and loans receivable as at December 31, 2014 and December 31, 2013 are comprised of the following: (millions of dollars) Mezzanine financing to co-owners Vendor-take-back and other Total Contractual rates Low 0% 4% 0% High 7% 5.5% 7% Weighted Average Rate December 31, 2014 December 31, 2013 3.8% $ 213 125 $ 4.6% 3.9% $ 11 136 $ 35 248 Prior to maturity, payments on these mortgages and loans receivable from co-owners are made from the cash flows generated from operations and capital transactions relating to the underlying properties. The changes in the carrying amount of mortgages and loans receivable are as follows: (millions of dollars) Balance, beginning of period Principal advances (i) Mortgages and loans taken back on property dispositions Principal repayments (i), (ii) Interest receivable – repaid (ii) Interest receivable – accrued Balance, end of period Three months ended December 31, 2014 2013 Year ended December 31, 2014 $ 141 $ 246 $ 248 $ 13 — (15) (4) 1 6 — (6) (1) 3 54 — (141) (33) 8 2013 200 55 7 (24) (3) 13 $ 136 $ 248 $ 136 $ 248 (i) Advances and repayments related to properties held for resale are included in cash flows from operating activities (see “Distributions to Unitholders” below). All other such amounts are included in cash flows used in investing activities. (ii) During the year ended December 31, 2014, RioCan acquired Trinity’s equity interest in four development assets for aggregate purchase consideration of $117 million. The consideration received by Trinity was used to repay, in full, the outstanding mezzanine financing principal and accrued interest in the amount of $82 million on the projects, in conjunction with the closing of the transaction. RioCan also assumed mortgage financing of $24 million in connection with the acquisition. Future repayments are as follows: (millions of dollars) Due on demand Year ending December 31: 2014 2015 2016 2017 2018 Thereafter Mezzanine financing to co-owners Vendor- take-back and other $ 16 $ — $ 23 51 14 16 5 $ 125 $ 6 — — 5 — 11 Total 16 29 51 14 21 5 $ 136 RELATED PARTY TRANSACTIONS RioCan may have transactions in the normal course of business with entities whose directors or trustees are also its trustees and/ or management. Any such transactions are in the normal course of operations and are measured at market based exchange amounts. Transactions subsequent to the formation of a co-ownership that are not contemplated by the co-ownership agreement are considered to be related party transactions for financial statement purposes. 105 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS CAPITAL STRATEGY AND RESOURCES RioCan strives for an optimal financial structure to drive appropriate risk adjusted total returns. The principal objectives of the capital strategy are to: • • optimize the risk-adjusted cost of capital through an appropriate mix of debt and equity; raise debt from a variety of sources and maintain a well staggered maturity schedule; • maintain significant committed undrawn loan facilities to support current and future business requirements; • • actively manage financial risks, including interest rate, foreign exchange, liquidity and counterparty risks; and selectively sell assets as part of actively managing the portfolio and to increase the portfolio weighting to the six urban markets in Canada as a means to strategically recycle capital. Management believes that the quality of RioCan’s assets and strong balance sheet are attractive to lenders and equity investors and should enable RioCan to continue to access multiple sources of capital at competitive rates. In addition, management believes that current market conditions will continue to provide opportunities for RioCan - a well capitalized, highly experienced and growing company - to acquire or develop high-quality assets at attractive returns. Opportunities to acquire or develop properties may come through outright acquisitions or joint venture arrangements. RioCan maintains a disciplined investment strategy, which focuses on high-quality assets in its targeted markets, emphasizing long-term value creation. Capital Strategy Supporting Continued Growth To support growth, RioCan employs a three-fold capital strategy: • provide the capital necessary to fund growth; • maintain sufficient flexibility to access capital in many forms, both public and private; and • manage the overall financial structure in a fashion that preserves investment grade credit ratings. RioCan plans to further strengthen its balance sheet by reducing its overall debt leverage over time, thereby strengthening various interest and cash flow coverage ratios. It is management’s intention that the Trust continually have access to the capital resources necessary to expand and develop its business. Accordingly, the Trust may, from time-to-time, seek to obtain funds through additional common and preferred equity offerings, unsecured debt financings and/or mortgage/construction loan financings and other capital alternatives in a manner consistent with its intention to operate with a conservative debt structure, along with the recycling of capital through the paring of the portfolio through selective asset sales. Liquidity and Cash Management RioCan maintains committed revolving bank facilities to provide financial liquidity. These can be drawn/repaid at short notice, reducing the need to hold liquid resources in cash and deposits. This minimizes costs arising from the difference between borrowing and deposit rates, while reducing credit exposure. Capital Management Framework RioCan defines capital as the aggregate of common and preferred unitholders’ equity and debt. The Trust’s capital management framework is designed to maintain a level of capital that: • • • • • complies with investment and debt restrictions pursuant to the Trust’s Declaration; complies with debt covenants; enables RioCan to achieve target credit ratings; funds the Trust’s business strategies; and builds long-term unitholder value. The key elements of RioCan’s capital management framework are set out in the Trust’s Declaration, and/or approved by the Trust’s Board, through the Board’s annual review of the strategic plan and budget, supplemented by periodic Board and Board committee meetings. Capital adequacy is monitored by management of the Trust by assessing performance against the approved annual plan throughout the year, which is updated accordingly, and by monitoring adherence to investment and debt restrictions contained in the Declaration and debt covenants (see note 28 in the RioCan’s 2014 Annual Financial Statements). In selecting appropriate funding choices, RioCan’s objective is to manage its capital structure in such a way so as to diversify its funding sources while minimizing its funding costs and risks. For 2015, RioCan expects to be able to satisfy all of its financing requirements through the use of a combination of: cash on hand, cash generated by operations, refinancing of maturing debt, financing of certain assets currently unencumbered by debt, construction financing facilities, sale of non-core properties, utilization of its operating lines, and through public offerings of unsecured debentures, preferred units and common equity. 106 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Capital Structure As at December 31, 2014 and December 31, 2013, RioCan’s capital structure, prepared at RioCan’s interest utilizing proportionate consolidation, was as follows: (millions of dollars) Capital: Mortgages payable and lines of credit Debentures payable Total debt Common and preferred unitholders’ equity Total capital Total assets Cash and equivalents Ratio of Total debt, net of cash, to Total assets, net of cash, at RioCan’s interest Ratio of floating rate debt to total debt Debt and Leverage Metrics December 31, 2014 December 31, 2013 Increase (decrease) $ $ $ $ 4,626 $ 4,541 $ 1,857 6,483 7,868 14,351 14,720 59 43.8% 7.8% $ $ $ 1,447 5,988 7,261 13,249 13,554 41 44.0% 8.0% $ $ $ 85 410 495 607 1,102 1,166 18 (0.2%) (0.2%) Three months ended Rolling 12 months ended Targeted Ratios December 31, 2014 December 31, 2014 (v) December 31, 2014 December 31, 2013 Interest coverage ratio – RioCan’s interest (i), (vii) >3.00x Debt service coverage ratio – RioCan’s interest (ii), (vii) Fixed charge coverage ratio – RioCan’s interest (iii), (vii) Net consolidated debt to Adjusted EBITDA ratio (iv) Net debt to Adjusted EBITDA ratio – RioCan’s interest (iv) >2.25x >1.1x n/a n/a Net operating debt to Operating EBITDA – RioCan’s <6.5x interest (iv) 2.84 2.16 1.05 8.38 8.42 7.96 3.21 2.37 1.10 8.38 8.42 7.96 2.89 2.20 1.08 8.05 8.09 7.67 2.83 2.10 1.06 7.52 7.56 7.24 Distributions as a percentage of AFFO <90% 95.3% 95.3 % 94.5% 95.3% As at Unencumbered assets Unsecured debentures Unencumbered assets to Unsecured debt (vi) >200% December 31, 2014 December 31, 2013 $ $ $ $ 2,776 1,866 149% 2,068 1,456 142% (i) Interest coverage is defined as Adjusted EBITDA for the period divided by total interest expense (at RioCan’s interest), including interest that has been capitalized to properties under development. (ii) Debt service coverage is defined as Adjusted EBITDA for the period divided by total interest expense (at RioCan’s interest), including interest that has been capitalized to properties under development and scheduled mortgage principal amortization. (iii) Fixed charge coverage is defined as Adjusted EBITDA for the period divided by total interest expense, including interest that has been capitalized, and distributions to common and preferred unitholders. (iv) Represents a non-GAAP measure. Please see section, Presentation of Financial Information and Non-GAAP Measures, for further details. (v) Adjusted to exclude interest capitalized to properties under development. (vi) Unencumbered assets to unsecured debt is defined as unencumbered assets at RioCan’s interest divided by unsecured debentures payable. (vii) Coverage ratios excludes a yield maintenance charge of $2.9 million incurred during 2014 related to the early redemption of a development property mortgage as the Trust does not consider its inclusion as an accurate measure of RioCan's ability to meet normal annualized interest cost requirements. The interest coverage ratio (calculated on a rolling 12-month basis) continued to improve compared to December 31, 2013. Debt service coverage ratio on a rolling 12-month basis, also continued to improve mainly due to refinancing debt at lower interest rates, as well as the Trust converting some of its amortizing debt to interest only debt. As at December 31, 2014, unencumbered assets to unsecured debt increased to 149%, as compared to 142% as at December 31, 2013 due to an increase in unencumbered assets of $708 million, partially offset by an increase of $410 million in unsecured debentures. As part of its capital management strategy, it is RioCan’s objective to further improve its leverage and coverage ratios. The Trust’s objective is to achieve the targeted ratios indicated in the above table over time. 107 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS During the fourth quarter of 2014, the Trust generated $32 million through its common Unit DRIP program, representing a DRIP participation rate of 29.0%. The generation of this additional capital supports the Trust’s growth strategy and provides liquidity in support of RioCan’s development program, where there has been a substantial increase in activity since 2013 on multiple projects. RioCan’s objective is for this increased level of activity to continue for the remainder of 2014 and for several years thereafter, with an increased focus on urban development. The following table presents a reconciliation of consolidated net earnings attributable to unitholders to Adjusted and Operating EBITDA at RioCan’s interest: Three months ended Year ended December 31, 2014 December 31, 2014 December 31, 2013 $ 171,768 $ 663,258 $ 709,451 (thousands of dollars) Net earnings attributable to unitholders Add (deduct) the following items: Deferred income tax recovery Fair value gains on investment property, net Accrued property taxes under IFRIC 21 (iii) Leasing costs (iii) Non-cash unit based compensation expense Interest expense Expense for early redemption of debentures Depreciation and amortization included in general and administrative expense Foreign exchange loss Transaction costs Adjusted EBITDA Adjust: Transaction gains (ii) Adjust: Items related to properties under development Operating EBITDA Three months annualized – Adjusted EBITDA Three months annualized – Operating EBITDA Consolidated net debt and net operating debt is calculated as follows: (millions of dollars) Average debt outstanding Less: average cash on hand Net debt Less: Debt related to properties under development (i) Net Operating Debt Net debt and net operating debt at RioCan's interest is calculated as follows: (millions of dollars) Average debt outstanding Less: average cash on hand Net debt Less: Debt related to properties under development (i) Net Operating Debt, at RioCan's interest $ $ $ $ $ $ $ (250) (37,912) (7,873) 3,593 325 59,350 — 1,491 128 43 50 (280) (156,803) (236,571) — 10,941 5,272 236,192 — 5,556 176 2,753 — 7,768 5,925 243,214 12,094 2,159 170 3,840 190,663 767,395 747,770 71 1,590 (91) 3,498 (445) 4,080 192,324 $ 770,802 $ 751,405 762,652 769,296 6,441 $ 6,221 $ (54) 6,387 (297) (42) 6,179 (295) 6,090 $ 5,884 $ 6,475 $ 6,252 $ (56) 6,419 (298) (45) 6,207 (296) 6,121 $ 5,911 $ 5,679 (58) 5,621 (234) 5,387 5,730 (74) 5,656 (215) 5,441 (i) Allocated based on the ratio of Debt to Total Assets. (ii) Transaction gains relate to current tax recoveries associated with RioCan’s investments in WCNUF I and II. (iii) Effective January 1, 2014, the Trust changed its accounting policies for treatment of certain property taxes and leasing costs pursuant to IFRIC 21 and IAS 17, respectively. Where applicable, prior period financial information has been restated for comparative reporting purposes. Please see "2014 Changes in Accounting Policy" for further details. Debt RioCan intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings from Standard and Poor’s (S&P) and from Dominion Bond Rating Services Limited (DBRS). A credit rating generally provides an indication of the risk that the borrower will not fulfill its obligations in a timely manner with respect to both interest and principal commitments. Rating categories range from highest credit quality (generally AAA) to default payment (generally D). 108 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS As at December 31, 2014, S&P provided RioCan with an entity credit rating of BBB and a credit rating of BBB- relating to RioCan’s senior unsecured debentures (Debentures). An obligor with a credit rating of BBB by S&P exhibits adequate capacity to meet its financial obligations, however, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. A credit rating of BBB- or higher is an investment grade rating. As at December 31, 2014, DBRS provided RioCan with a credit rating of BBB (high) relating to the Debentures. A credit rating of BBB by DBRS is generally an indication of adequate credit quality, the capacity for the payment of financial obligations is considered acceptable but the entity may be vulnerable to future events. Revolving Lines of Credit As at December 31, 2014, RioCan had five revolving lines of credit in place with Canadian Schedule I financial institutions, having an aggregate capacity of $718 million (December 31, 2013 - $535 million). The following table summarizes the details of the secured lines of credit as at December 31, 2014: (in millions of dollars) Amounts drawn Facility maximum loan amount Cash advances Letters of credit Available to be drawn Interest rates 1 $ 250 (i) $ 77 $ 10 $ 2 3 4 5 130 (i) 185 (i) 75 (i) 78 — — — 45 19 — — — 163 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 111 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 183 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 75 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 33 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% $ 718 $ 122 $ 29 $ 565 Maturity November 2016 (ii) June 2017 (ii) December 2016 (ii) June 2017 (ii) December 2015 (i) Secured by charges against certain income properties. Should the aggregate agreed values for lending purposes of such properties fall to a level which would not support a borrowing of the maximum loan amount, RioCan has the option to provide substitute income properties as additional security. (ii) Subject to meeting certain conditions, these loans can be extended for a further year on same terms and conditions. Debentures Payable On February 3, 2015, RioCan announced that it is issuing a notice of redemption to holders of its US$100 million 4.10% Series N senior unsecured debentures due September 21, 2015 (the “Series N Debentures”), representing a redemption, in full, of all of the currently outstanding Series N Debentures. The Series N Debentures will be redeemed on March 9, 2015, in accordance with their terms, at a total redemption price of US$101.8 million, plus accrued and unpaid interest of US$1.9 million, up to but excluding the redemption date. On February 3, 2015, RioCan also announced that it is issuing a notice of redemption to holders of its $225 million 4.499% Series O senior unsecured debentures due January 21, 2016 (the “Series O Debentures”), representing a redemption, in full, of all of the currently outstanding Series O Debentures. The Series O Debentures will be redeemed on March 11, 2015, in accordance with their terms, at a total redemption price of $231.8 million, plus accrued and unpaid interest of $1.4 million, up to but excluding the redemption date. On February 12, 2015, the Trust issued $300 million of Series W senior unsecured debentures, which mature on February 12, 2024 and carry a coupon rate of 3.287%. The debentures are subject to the same covenants as the Trust's other outstanding debentures, with the exception of Series I, which has an additional provision as discussed in note 8 to the 2014 Annual Financial Statements. Debenture issuance costs were approximately $2.1 million. A portion of the net proceeds will be used by RioCan to repay indebtedness, including the redemption of the Trust's $225 million Series O Debentures as described above, and the balance for general trust purposes. As at December 31, 2014, RioCan had ten series of debentures outstanding totalling $1.9 billion (December 31, 2013 - eight series totalling $1.4 billion). The debentures have covenants relating to RioCan’s 60% leverage limit to Aggregate Assets as set out in RioCan’s Declaration, the maintenance of a $1.0 billion Adjusted Book Equity, defined in the indenture, and maintenance of an interest coverage ratio of 1.65 times or better. There are no requirements under the unsecured debenture covenants that require RioCan to maintain unencumbered assets. The Series I debentures, which are due in 2026 and aggregate $100 million, have an additional provision that provides RioCan with the right, at any time, to convert these debentures to mortgage debt, subject to the acceptability of the security given to the debenture holders. In such an event, the covenants relating to the 60% leverage limit, minimum book equity and interest coverage ratio would be eliminated for this series of debenture. 109 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS 2014 Activity On January 23, 2014, the Trust issued $150 million of Series U senior unsecured debentures which mature on June 1, 2020 and carry a coupon rate of 3.62%. On May 30, 2014, the Trust issued $150 million of Series V senior unsecured debentures, which mature on May 30, 2022 and carry a coupon rate of 3.746%. On August 11, 2014, the Trust issued $100 million of Series V senior unsecured debentures, which was a re-opening of the May 30, 2014 Series V senior unsecured debentures issuance. The additional debentures carry the same coupon and maturity as the original issuance, but were issued at a premium to par for gross proceeds of $101.07 million resulting in an effective rate of 3.587%, making the effective rate on the full $250 million of Series V debentures 3.682%. 2013 Activity During the first quarter of 2013, the Trust issued $250 million principal amount of Series S senior unsecured debentures which mature on March 5, 2018, and carry a coupon rate of 2.87%. At maturity in March 2013, the $150 million Series G senior unsecured debentures with a coupon rate of 5.23% were repaid in accordance with their terms. On April 18, 2013, the Trust issued $200 million of Series T senior unsecured debentures which mature on April 18, 2023 and carry a coupon rate of 3.725%. On May 17, 2013, RioCan redeemed the $150 million Series M senior unsecured debentures due March 31, 2015, in accordance with their terms, at a total redemption price of $1,072.30 plus accrued and unpaid interest of $7.275 to but excluding the redemption date, both per $1,000 principal amount. The total redemption price, including accrued interest, was $161.9 million. Changes in the carrying amount of debentures resulted primarily from the following: Three months ended December 31, Year ended December 31, (millions of dollars) Balance, beginning of period Issuances Repayments Foreign currency translation Contractual obligations Unamortized debt financing costs Balance, end of period 2014 2013 2014 $ 1,862 $ 1,453 $ 1,456 $ — — 3 400 — 10 2013 1,299 450 (300) 7 1,456 1,866 1,456 (9) (9) (9) $ 1,857 $ 1,447 $ 1,857 $ 1,447 — — 4 1,866 (9) Mortgages Payable and Lines of Credit - RioCan's Interest During the three months and year ended December 31, 2014, RioCan had new mortgage borrowings and operating line draws as follows: Three months ended December 31, 2014 Year ended December 31, 2014 Contractual Amount Weighted average contractual interest rate Average term to maturity in years Contractual Amount Weighted average contractual interest rate Average term to maturity in years (millions of dollars, except other data) New borrowings: Fixed rate term mortgages – Canada $ Fixed rate term mortgages – U.S. Floating rate term mortgages – Canada Construction financing Operating lines of credit Other bank loans 98 — — 16 62 — New borrowings – RioCan’s interest (i) $ 176 Aggregate new borrowings debt at: Fixed rate debt Floating rate debt Aggregate new borrowings debt – RioCan’s interest (i) $ $ 98 78 176 3.17% —% —% 2.74% 3.25% —% 3.16% 3.17% 3.15% 5.85 $ — — 3.81 1.90 — 4.28 $ 5.85 2.30 3.16% 4.28 $ 162 92 4 20 231 100 609 254 355 609 2.72% 3.64% 2.49% 2.65% 2.70% 1.50% 2.65% 3.05% 2.36% 2.65% 5.00 5.30 4.50 3.15 1.95 0.90 3.15 5.11 1.76 3.15 (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. As at December 31, 2014, the Trust’s mortgages payable and drawn lines of credit (at RioCan’s interest), was $4.6 billion ($4.5 billion as at December 31, 2013). The vast majority of the Trust’s Canadian mortgage indebtedness provides recourse to the 110 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS assets of the Trust, as opposed to only having recourse to the specific property charged. RioCan follows this policy as it generally results in lower interest costs than would otherwise be obtained. In the United States, mortgage debt is generally non-recourse financing, with no U.S. secured debt having recourse to the assets of the Canadian operations of the Trust. As at December 31, 2014, the contractual interest rates on mortgages payable and amounts drawn on operating lines had a weighted average contractual interest rate of 4.22% per annum. Changes in the carrying amount of the mortgages payable and lines of credit, at RioCan’s interest, resulted primarily from the following: (millions of dollars) Balance, beginning of period - RioCan's interest New Borrowings: Fixed rate term mortgages – Canada Fixed rate term mortgages – U.S. Floating rate term mortgages – Canada Floating rate term mortgages – U.S. Construction lines Advances on operating line of credit Assumed on the acquisition of properties Other bank loans Principal repayments: Scheduled amortization Operating lines of credit At maturity: Fixed rate term mortgages Floating rate term mortgage Construction financing Disposition of Canadian properties Disposition of U.S. properties Foreign currency translation Contractual obligations Unamortized differential between contractual and market interest rates on liabilities assumed at the acquisition of properties Unamortized debt financing costs Balance, end of period – RioCan’s interest (i) Three months ended December 31, Year ended December 31, 2014 2013 2014 2013 $ 4,604 $ 4,533 $ 4,528 $ 4,417 123 162 237 98 — — — 16 62 2 8 (21) (112) (96) — — — — 54 89 — 7 4 65 91 — (23) (178) (70) — (3) (92) (56) 38 92 4 — 20 231 48 108 (83) (276) (223) (56) (49) — — 109 4,615 25 (14) 89 78 7 15 245 342 — (92) (250) (412) — (3) (159) (56) 70 4,528 28 (15) 4,615 4,528 25 (14) 28 (15) $ 4,626 $ 4,541 $ 4,626 $ 4,541 (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. At the outset of 2014, RioCan had $327 million of mortgage principal maturing in 2014 at a weighted average contractual interest rate of 4.62%. During 2014, RioCan had new term mortgage borrowings of $258 million at a weighted average interest rate of 3.07% and an average term of 5.15 years. For the year ended December 31, 2014, repayments of maturing mortgage balances and scheduled amortization amounted to $362 million. For 2015, RioCan has $621 million of mortgage principal maturities at a weighted average contractual interest rate of 4.55%. Hedging Activities The effectiveness of the Trust's hedging relationships is reviewed on a quarterly basis. At December 31, 2014 the Trust has assessed that there is no ineffectiveness in the hedge of its interest rate exposure. Aggregate Maturities As at December 31, 2014, RioCan’s Aggregate Debt had a 3.95 year weighted average term to maturity (December 31, 2013 – 4.7 years) bearing interest at a weighted average contractual interest rate of 4.12% per annum (December 31, 2013 – 4.30%). 7.8% of the Trust’s Aggregate Debt is at floating interest rates at December 31, 2014 compared to 8.0% at December 31, 2013. 111 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS RioCan's fixed and floating rate debt as a percentage of total Aggregate Debt and weighted average contractual interest rate are as follows: As at December 31, 2014 Aggregate Debt at: Fixed rate debt Floating rate debt Aggregate Debt – RioCan’s interest (i) Percentage of total RioCan's aggregate debt Weighted average contractual interest rate Average term to maturity in years Aggregate debt $ $ 5,980 503 6,483 92.2% 7.8% 100% 4.30% 1.96% 4.12% 4.12 1.94 3.95 (i) See “Reconciliation of Net Earnings to Net Earnings at RioCan's Interest” for a reconciliation to RioCan’s consolidated earnings. RioCan’s debt maturity profile and future repayments are as outlined below: Contractual principal maturities (i) (millions of dollars, except percentage amounts) Fixed rate Floating rate Weighted average interest rate Mortgages payable and lines of credit Weighted average interest rate Scheduled principal amortization Mortgages payable Total mortgages payable and lines of credit Weighted average interest rate Debentures payable Total mortgages, lines of credit and debentures payable Weighted average interest rate Weighted average interest rate As at December 31, 2014 Year ending December 31: 2015 2016 2017 2018 2019 Thereafter $ 561 552 690 590 310 1,097 4.83% $ 160 1.67% $ 4.65% 4.20% 3.84% 4.06% 4.90% 81 239 — 23 — 3.25% 1.47% —% 2.50% —% 77 66 54 40 33 42 $ 798 699 983 630 366 1,139 4.10% $ 4.47% 3.59% 3.84% 3.97% 4.90% 116 226 150 250 175 950 4.10% $ 4.50% 3.80% 2.87% 3.85% 3.95% 914 925 1,133 880 541 2,089 $ 3,800 4.30% $ 503 1.96% $ 312 $ 4,615 4.22% $ 1,867 3.86% $ 6,482 4.10% 4.48% 3.62% 3.56% 3.93% 4.49% 4.12% (i) At RioCan’s interest. Amounts for 2015 also include due on demand facilities. The principal maturities by lender by year of maturity are as follows: Principal maturities by type of lender Contractual (i) (millions of dollars) Year ending December 31: 2015 2016 2017 2018 2019 Thereafter Life insurance industry $ 182 $ 178 238 72 60 434 $ 1,164 $ Mortgage conduit Banks Pension funds Other Unsecured debentures Scheduled principal amortization 161 130 76 47 — 350 764 $ 296 $ 68 $ 14 $ 311 448 439 230 252 — 110 13 38 61 14 57 19 5 — $ 116 226 150 250 175 950 $ 77 66 54 40 33 42 $ 1,976 $ 290 $ 109 $ 1,867 $ 312 $ Total 914 925 1,133 880 541 2,089 6,482 (i) At RioCan’s interest. Amounts for 2015 also include due on demand facilities. 112 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS The table below presents RioCan’s interest in assets at fair value that are available to it to finance and/or refinance for debt maturing in 2015 and 2016: (millions of dollars) Unencumbered income property assets Unencumbered development property assets Unencumbered assets Encumbered assets with debt maturing in 2015 Encumbered assets with debt maturing in 2016 Construction financing on properties under development Total Number of Properties Fair Value of Income Properties at Principal balance of debt maturing December 31, 2014 2015 2016 89 11 100 37 37 1 $ 2,481 $ — $ 295 2,776 1,618 1,853 4 — — 737 — — 175 $ 6,251 $ 737 $ — — — — 855 4 859 RioCan has the continued flexibility to generate additional funds in 2015 through refinancing maturing loan balances as well as repaying such balances to increase the size of RioCan’s pool of unencumbered assets. As at December 31, 2014, RioCan had 100 properties that were unencumbered with a fair value of approximately $2.8 billion. During the first quarter of 2015, it is RioCan's intent to obtain approximately $90 million of secured term debt and repay approximately $70 million of secured term debt (both amounts excluding renewals). During the year, the Trust arranged for and secured a $318 million construction financing ($159 million at RioCan's interest), in connection to the Yonge and Eglinton Northeast corner e-condo development for which it earned an arranging fee. Considering RioCan’s current levels of cash, undrawn credit facilities, relatively low leverage and demonstrated historical access to debt capital markets, the Trust expects that all maturities will be refinanced or repaid in the normal course of business, and as such, RioCan does not currently anticipate that it will be required to sell assets and/or issue equity to meet its maturing debt obligations for 2015. Trust Units As at February 12, 2015, there are 316.9 million common Units issued and outstanding and 8.7 million options outstanding under the Trust’s incentive unit option plan (the Plan). All common Units outstanding have equal rights and privileges and entitle the holder thereof to one vote for each Unit at all meetings of Unitholders. During the quarter and year ended December 31, 2014 and 2013, the Trust issued Units as follows: (number of Units in thousands) Units outstanding, beginning of period (i) Units issued: Public offerings Distribution reinvestment plan Direct purchase plan Unit option plan Units repurchased and cancelled Units outstanding, end of period (i) Three months ended December 31, Year ended December 31, 2014 2013 2014 2013 307,465 302,561 304,075 300,099 4,800 2,468 19 1,234 — — 1,167 15 — (918) 4,800 4,738 42 2,331 — — 4,365 53 476 (918) 315,986 302,825 315,986 304,075 (i) Included in units outstanding are exchangeable limited partnership units of four limited partnerships that are subsidiaries of the Trust (the “LP units”) which were issued to vendors, as partial consideration for income properties acquired by RioCan (December 31, 2014 – 1,137,871 LP units; December 31, 2013 – 2,289,411 LP units). RioCan is the general partner of the limited partnerships. The LP units are entitled to distributions equivalent to distributions on RioCan Units, must be exchanged for RioCan Units on a one-for-one basis and are exchangeable at any time at the option of the holder. On November 24, 2014, the Trust issued an aggregate of 4.8 million common trust units at a price of $26.25 per unit for aggregate gross proceeds $126 million. Unit issue costs associated with the offering were $5 million. During the year ended December 31, 2014, 4.7 million Units were issued pursuant to the Trust’s distribution reinvestment plan compared to 4.4 million Units during the same period in 2013. Participation in the distribution reinvestment plan was 29.0% for the three months ended December 31, 2014, compared to 25.9% for the three months ended December 31, 2013. Restricted Equity Units RioCan has a Restricted Equity Unit (REU) plan which provides for an allotment of REUs to each non-employee trustee. The value of the REUs allotted appreciate and depreciate with increases or decreases in the market price of the Trust’s Units. Effective May 28, 2014, this plan has been replaced by the Trustees' deferred equity unit plan as the form of unit-based incentive compensation to Trustees as discussed below. REU members are also entitled to be credited with REUs for distributions paid in respect of Units of the Trust based on an average market price of the Units as defined by the plan. The REUs vest and are settled three years from the date of issuance by a cash payment equal to the number of vested REUs credited to the member multiplied by the average market price of the Trust’s 113 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Units at the settlement date, less applicable withholdings. The REU plan liability at December 31, 2014 was $1.5 million ($1.7 million at December 31, 2013). Deferred Equity Units On May 28, 2014, the Board of Trustees approved the adoption of a Deferred Unit (DU) plan for non-employee Trustees of the Trust (“Participants”) to further align the interests of the Trustees of RioCan and the Unitholders. The DU plan replaces the REU plan as the form of unit-based incentive compensation to non-employee Trustees. Participants may be awarded deferred units, each of which are economically equivalent to one Unit, from time to time at the discretion of the Board of Trustees upon recommendation from management, subject to a maximum annual grant not to exceed that number of deferred units which is $150,000 divided by the average market price of a Unit on the award date. Participants may also elect to receive up to 100% of his or her annual retainer and meeting fees for a calendar year otherwise payable in cash in the form of deferred units. The DU plan liability at December 31, 2014 was $1.2 million. Unit Options The Trust provides long-term incentives to certain employees by granting options through the Plan. The objective of granting unit- based compensation is to encourage Plan members to acquire an ownership interest in RioCan over time and acts as a financial incentive for such persons to act in the long-term interests of RioCan and its unitholders. The exercise price for each option is equal to the volume weighted average trading price of the Units on the Toronto Stock Exchange for the five trading days immediately preceding the date of grant except for those options granted prior to May 27, 2009 which have an exercise price equal to the closing price of the Trust’s Units on the date prior to the day the option was granted. Of the 29.2 million Units approved to be granted under the Plan, 3.3 million Units remain available for grant under the Plan as at December 31, 2014 (December 31, 2013 – 4.7 million Units). During 2014, 2.2 million options were granted under the Plan compared to 2.0 million granted during 2013. During 2014, 2.3 million Units were issued pursuant to exercises of the incentive Unit options, compared to 0.5 million Units for 2013. As part of its ongoing commitment to corporate governance matters, the Board and its Human Resources and Compensation Committee retained an independent compensation consultant to assist them in their review and reformulation of the Trust’s approach to executive compensation matters, and to recommend enhancements to further align the Trust’s compensation program with interests of the Trust’s unitholders. RioCan's Management Information Circular dated April 11, 2014 outlines changes to executive and Trustee compensation, as well as to RioCan's governance practices that received unitholder approval at the May 28, 2014 annual and special meeting of unitholders. These changes are not expected to have a material impact on the quantum of compensation that is paid to the Trust’s most senior executives but rather on the mix and timing of the components of the compensation program. Preferred Units On December 6, 2010, the Trust’s Declaration was amended and restated to permit the future authorization and issuance of a class of preferred equity securities. RioCan believes that preferred units provides the Trust with further enhanced ability to more actively pursue value enhancing opportunities and acquisitions by providing the Trust with greater flexibility in raising capital. In addition, the preferred units potentially provide the Trust with an opportunity to reduce its cost of capital. In the first quarter of 2011, the Trust issued 5 million 5.25% Preferred Units, Series A at a price of $25 per unit for aggregate gross proceeds of $125 million. Also, on November 20, 2011, the Trust issued 5.98 million 4.7% Preferred Trust Units, Series C at a price of $25 per unit for aggregate gross proceeds of $149.5 million. S&P and DBRS provided credit ratings for the Preferred Units, Series A and Preferred Units, Series C Units of the Trust. The Preferred Units, Series A and Preferred Units, Series C Units have both been assigned a rating of “Pfd-3 (high)” by DBRS and a rating of “P-3 (high)” by S&P. DBRS has five rating categories of preferred shares for which it will assign a rating. The ‘‘Pfd-3’’ rating is the third highest category available from DBRS for preferred securities and is considered to be of adequate credit quality. According to DBRS, preferred securities rated ‘‘Pfd-3’’are of adequate credit quality and while protection of distributions and principal is still considered acceptable, the issuing entity is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection. Pfd-3 ratings generally correspond with companies whose senior bonds are rated in the higher end of the BBB category. A “P-3 (High)” rating by S&P is the third of the three sub-categories within the second highest rating of the eight standard categories of ratings utilized by S&P for preferred units. “High” and “low” grades may be used to indicate a relative standing of a credit within a particular rating category. Guarantees RioCan provides guarantees on behalf of third parties, including co-owners and partners, for which the Trust generally is paid a fee, as, among other reasons, it generally results in lower interest costs and higher loan-to-value ratios than would otherwise be obtained. Also, RioCan’s guarantees remain in place for debts assumed by purchasers in connection with certain property dispositions and will remain until such debts are extinguished or lenders agree to release RioCan’s covenants. Credit risks arise in the event that these parties default on repayment of their debt since they are guaranteed by RioCan. These credit risks are mitigated as RioCan has recourse under these guarantees in the event of a default by the borrowers, in which case the Trust’s claim has security against both the purchaser and the underlying real estate investments. As at December 31, 2014, the estimated amount of debt subject to such guarantees and, therefore, the maximum exposure to credit risk was approximately $470 million (December 31, 2013 - $467 million) with expiries between 2015 and 2034. As at December 31, 2014 and during 2014 there have been no defaults by the primary obligors for debts on which RioCan has provided guarantees, and as a result, no contingent loss on these guarantees has been recognized in the Trust’s financial statements. 114 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS At December 31, 2014, the parties on behalf of which RioCan had outstanding guarantees are as follows: (millions of dollars) As at Partners and co-owners Kimco Trinity Other Assumption of mortgages by purchasers on property dispositions Retrocom Mid-Market REIT Devimco CREIT Other Liquidity December 31, 2014 December 31, 2013 $ $ 164 $ 61 84 35 66 45 15 470 $ 166 65 51 46 67 46 26 467 Liquidity refers to the Trust having and/or generating sufficient amounts of cash and equivalents to fund the ongoing operational commitments, distributions to unitholders and planned growth in the business. RioCan retains a portion of its operating cash flows to help fund ongoing maintenance capital expenditures, tenant installation costs and long term unfunded contractual obligations, among other items. Cash on hand, borrowings under the revolving credit facilities, the equity and debt capital markets and the potential sale of assets also provide the necessary liquidity to fund ongoing and future capital expenditures and obligations. At December 31, 2014, on a consolidated basis, RioCan had: • • • • $56 million of cash; $565 million of cash available under undrawn bank lines of credit; Indebtedness, net of cash, is 43.7% of total assets, net of cash, based on fair value; and 100 unencumbered properties with a fair value of $2.8 billion. Unitholder distributions reinvested through the distribution reinvestment and direct purchase plans result in the issuance of Units, as opposed to a cash outlay, thereby providing an additional source of capital to fund RioCan’s activities (see “Distributions to Unitholders” elsewhere in this MD&A). RioCan’s liquidity profile, at RioCan’s interest, is as follows: (millions of dollars) As at Cash and equivalents Undrawn lines of credit Liquidity Contractual debt: Unsecured debentures payable Mortgages payable Total contractual debt Liquidity as a percentage of total contractual debt Percentage of unsecured debt Percentage of secured debt December 31, 2014 December 31, 2013 $ $ $ $ $ $ $ $ 59 565 624 1,866 4,615 6,481 9.6% 28.8% 71.2% 41 426 467 1,456 4,528 5,984 7.8% 24.3% 75.7% RioCan’s liquidity is impacted by the Trust’s contractual debt commitments and its forecasted development expenditures on active projects at RioCan’s interest. RioCan's contractual debt commitments and development expenditures, at December 31, 2014 are as follows: (millions of dollars) Mortgages Debentures Developments Total Contractual Debt Commitments and Development Expenditures 2015 2016 2017 2018 2019 Thereafter $ 798 $ 699 $ 983 $ 630 $ 116 151 225 182 150 43 250 — 366 175 — $ 1,139 $ 950 1,009* $ 1,065 $ 1,106 $ 1,176 $ 880 $ 541 $ 3,098 $ Total 4,615 1,866 1,385 7,866 * Represents forecasted development expenditures from years 2017 to 2019, net of financing. 115 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Deferred Income Taxes The Trust qualifies as a mutual fund trust and a REIT for Canadian income tax purposes. The Trust expects to distribute all of its taxable income to unitholders and is entitled to deduct such distributions for Canadian income tax purposes. Accordingly, no provision for current income taxes payable is required, except for amounts incurred in its incorporated Canadian subsidiaries. The Trust’s U.S. subsidiary qualifies as a REIT for U.S. income tax purposes. This subsidiary expects to distribute all of its U.S. taxable income (if any) to Canada and is entitled to deduct such distributions for U.S. income tax purposes. Accordingly, no provision for U.S. current income tax payable is required. The Trust consolidates certain wholly owned incorporated entities that are subject to tax. The tax disclosures, expense and deferred tax balances relate only to these entities. Deferred income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of unused tax credits and losses that are available to be carried forward to future tax years to the extent that it is probable that the deductions, unused tax credits and losses can be realized. Deferred tax assets and liabilities are measured at the undistributed tax rates that are expected to apply when the assets are realized or the liabilities are settled, based on the tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred income tax relating to items recognized in equity will also be recognized in equity. At December 31, 2014, the Trust had deferred tax assets of $9 million (December 31, 2013 – $9 million) primarily related to a goodwill balance that arose during the restructuring the Trust undertook to qualify as a REIT for purposes of the Income Tax Act (Canada). If the Trust were to cease to qualify as a REIT for Canadian income tax purposes, certain distributions would not be deductible in computing income for Canadian income tax purposes and the Trust would be subject to tax on such distributions at a rate substantially equivalent to the general corporate income tax rate. Other distributions would generally continue to be treated as returns of capital to unitholders. Distributions to Unitholders The Trust expects to distribute to its unitholders in each year an amount not less than the Trust’s taxable income for the year, as calculated in accordance with the Income Tax Act after all permitted deductions under the Income Tax Act have been taken. RioCan’s monthly distribution in 2014 was $0.1175 per Unit, representing, on an annualized basis, $1.41 per Unit. Distributions to Unitholders are as follows: (millions of dollars, except when otherwise noted) Year ended December 31, Distributions to Unitholders Distributions reinvested through the distribution reinvestment plan Distributions to common Unitholders, net of distribution reinvestment plan Distribution reinvestment plan participation rate $ $ 2014 434 (121) 313 $ $ 2013 426 (110) 316 27.9% 25.8% Difference between consolidated cash flows provided by operating activities and distributions to Unitholders A comparison of distributions to Unitholders with cash flows provided by operating activities and distributions, net of the Trust's distribution reinvestment plan, is as follows: (millions of dollars) Year ended December 31, Cash flows provided by operating activities Adjust for: Changes in non-cash operating items and other Adjusted operating cash flow Less: Distributions to Unitholders Excess of adjusted operating cash flow over distributions to Unitholders Add back: Distributions reinvested through the distribution reinvestment plan Excess of adjusted operating cash flow over distributions, net of distribution reinvestment plan 2014 504 $ 2013 408 1 505 $ 434 $ 71 121 192 $ 45 453 426 27 110 137 $ $ $ $ In determining the annual level of distributions to Unitholders, the Trust considers forward-looking cash flow information including forecasts and budgets and the future business prospects of the Trust. Furthermore, RioCan does not consider periodic cash flow fluctuations resulting from working capital items such as the timing of property operating costs and tax installments, and semi- annual debenture and mortgages payable interest payments in determining the level of distributions to Unitholders in any particular period. In determining the annual level of distributions to Unitholders, RioCan also considers the impact of its distribution reinvestment plan on its ability to sustain current distribution levels. Additionally, in establishing the level of cash distributions to Unitholders the Trust considers the impact of, among other items, the future growth in the income producing portfolio, the current interest rate environment and cost of capital, completion of properties under development, impact of future acquisitions and capital expenditures and leasing related to the income producing portfolio. 116 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Distributions to Unitholders are expected to continue to be funded by cash flows generated from RioCan’s real estate investments and fee generating activities. The Trust does not use net earnings in accordance with IFRS as the basis to establish the level of Unitholders’ distributions as net earnings include, among other items, non-cash fair value adjustments related to its investment property portfolio and deferred income taxes. In establishing the level of annual distributions to Unitholders, consideration is given by RioCan to the level of cash flow from operating activities, which includes, among other items, capital expenditures for the property portfolio and preferred unitholder distributions. Reconciliation of consolidated cash flows provided operating activities to AFFO The following table presents a reconciliation of cash provided by operating activities to AFFO: (millions of dollars) Year ended December 31, Cash provided by operating activities Share of net earnings in associates and joint ventures Net change in non-cash operating items Costs not capitalized during the development period: Recoverable under tenant leases Interest expense Demolition costs Depreciation and amortization Preferred unit distributions Expense for early retirement of debentures Normalized productive capacity maintenance capital expenditures: Leasing commissions and tenant improvements Maintenance capital expenditures recoverable from tenants Maintenance capital expenditures not recoverable from tenants Non-controlling interests IAS 17 - Leasing costs Other adjustments AFFO 2014 $ 504 $ 13 1 (1) 7 2 (5) (14) — (25) (15) (10) (1) 11 (3) 2013 408 32 45 (1) 6 3 (2) (14) 12 (25) (11) (9) (4) 8 (1) $ 464 $ 447 117 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS SELECTED QUARTERLY CONSOLIDATED INFORMATION (millions of dollars, except per unit amounts) 2014 2013 As at and for the quarter ended Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Total revenue Net earnings (i) $ $ 316 172 $ 305 162 $ 302 159 $ 307 172 $ 307 265 $ 276 130 $ 278 154 292 164 Net earnings per common Unit (i) – Basic – Diluted Operating FFO Operating FFO per Unit Total assets Total mortgages and debentures payable Total distributions to common Unitholders Total distributions to common Unitholders per Unit DRIP Participation Rate Net book value per common Unit (ii) Market price per common Unit – High – Low – Close 0.54 0.54 130 0.42 0.51 0.51 134 0.43 0.51 0.50 127 0.42 0.55 0.55 127 0.42 0.86 0.86 124 0.41 0.41 0.41 124 0.41 0.50 0.49 121 0.40 0.53 0.53 124 0.41 14,677 6,444 14,392 6,438 13,945 6,170 13,784 6,094 13,530 5,959 13,092 5,733 12,931 5,579 12,713 5,477 110 109 108 108 107 107 106 106 0.3525 0.3525 0.3525 0.3525 0.3525 0.3525 0.3525 0.3525 29.0% 24.06 29.3% 23.71 25.6% 23.39 27.8% 23.28 25.6% 23.01 25.9% 22.44 25.2% 22.42 26.3% 22.18 27.42 25.16 26.43 27.97 25.11 25.67 28.11 26.20 27.31 26.86 24.50 26.63 25.89 23.85 24.77 26.20 23.46 24.30 25.42 24.80 25.27 27.90 26.53 27.80 Average daily volume 558,332 499,080 407,513 495,264 512,296 637,329 603,750 588,001 Market price per Preferred Unit – Series A – High – Low – Close Average daily volume Market price per Preferred Unit – Series C – High – Low – Close Average daily volume Non-resident ownership of units (iii) – Canadian – Non-resident 25.63 24.65 25.32 2,236 25.95 25.08 25.95 4,861 25.61 25.10 25.10 2,025 25.89 25.30 25.52 2,538 26.00 25.06 25.40 2,277 26.49 25.04 25.45 3,071 25.48 24.75 25.30 4,038 25.40 24.86 25.34 4,390 25.18 24.24 24.90 5,132 25.32 24.65 25.00 6,456 25.90 24.26 24.75 4,579 25.58 24.19 25.15 6,335 25.25 25.03 25.25 3,288 25.28 24.79 25.19 4,353 26.60 25.82 26.40 3,229 26.75 25.80 26.30 4,641 72.1% 27.9% 74.9% 25.1% 75.0% 25.0% 74.1% 25.9% 72.3% 27.7% 73.0% 27.0% 73.2% 26.9% 72.8% 27.2% (i) Refer to RioCan’s respective annual and interim MD&As issued for a discussion and analysis relating to those periods. (ii) A non-GAAP measurement. Calculated by RioCan as common Unitholders’ equity divided by Units outstanding at the end of the period. RioCan’s method of calculating net book value per unit may differ from other issuers’ methods and accordingly may not be comparable to net book value per unit reported by other issuers. (iii) Estimate based on mailing addresses as at the end of each quarter. SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES The discussion and analysis of RioCan’s financial position and results of operations are based upon the Trust’s 2014 Annual Financial Statements, which have been prepared in accordance with IFRS. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates under different assumptions and conditions. RioCan believes that the following significant accounting policies are most affected by judgments and estimates used in the preparation of its 2014 Annual Financial Statements. For a detailed description of these and other accounting policies refer to the notes to RioCan’s 2014 Annual Financial Statements. 118 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Fair value Fair value is the amount at which an item could be bought or sold in a current transaction between independent, knowledgeable willing parties, as opposed to a forced or liquidation sale, in an arm’s length transaction under no compulsion to act. Quoted market prices in active markets are the best evidence of fair value and are used as the basis for fair value measurement, when available. When quoted market prices are not available, estimates of fair value are based on the best information available, including prices for similar items and the results of other valuation techniques. Valuation techniques used would be consistent with the objective of measuring fair value. The techniques used to estimate future cash flows will vary from one situation to another depending on the circumstances surrounding the asset or liability in question. The Trust’s financial statements are affected by the fair value based method of accounting, the most significant areas of which are as follows: • The determination of fair value of Investment property is based upon, among other things, rental revenue from current leases and reasonable and supportable assumptions that represent what knowledgeable, willing parties would assume about rental revenue from future leases in light of current conditions, less future cash outflows in respect of tenant installation costs, capital expenditures and investment property operations. The Trust uses the direct capitalization method to fair value its income properties. Under this valuation method a capitalization rate is applied to normalized NOI to yield a fair value. Please see “Asset Profile” for a further discussion of fair values of investment property and sensitivities to changes in capitalization rates. • Unit based compensation expense is measured at fair value and expensed over the options’ vesting periods, calculated using the Black-Scholes Model for option valuation. For the year ended December 31, 2014, RioCan recorded Unit based compensation expense of approximately $4.1 million ($4.7 million for the comparative period of 2013). • International Financial Reporting Standards IAS 39, “Financial Instruments: Recognition and Measurement” establishes the standard for recognizing and measuring financial assets, financial liabilities and non-financial derivatives (please see the notes to RioCan’s 2014 Annual Financial Statements). All financial instruments are required to be measured at fair value on initial recognition, except for certain related party transactions. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other liabilities. • For the year ended December 31, 2014, the consideration for real estate acquired during 2014 included $48 million relating to the assumption of mortgages payable and the granting of vendor-take-back mortgages by the vendors. These financial liabilities were measured at fair value on initial recognition. If the interest rate used in the assessment of fair value has a differential of 100 basis points, RioCan’s operations would be impacted by approximately $0.5 million annually. • At least annually, RioCan reports in its financial statements the fair value of its mortgages and debentures payable, which amounts are based upon discounted future cash flows using discount rates that reflect current market conditions for instruments with similar terms and risks. Such fair value estimates are not necessarily indicative of the amounts that RioCan might pay or receive in actual market transactions. Potential transaction costs have also not been considered in estimating fair value. The carrying cost of RioCan’s mortgages and debentures payable at December 31, 2014 is $6.4 billion. The Trust reported a $6.8 billion fair value relating to these mortgages and debentures payable in the notes to the 2014 Annual Financial Statements. If the interest rate used in the assessment of fair value has a differential of 100 basis points, RioCan’s reported fair value relating to mortgages and debentures payable would be impacted by approximately $180 million. Guarantees GAAP requires RioCan to assess whether there are contingent losses relating to guarantees that the Trust provided on behalf of third parties, including co-owners and partners. In addition, RioCan’s guarantees remain in place for debts assumed by purchasers in connection with certain property dispositions, and will remain until such debts are extinguished or the lenders agree to release its covenants. Credit risk arises in the event that these parties default on repayment of their debt since they are guaranteed by RioCan. These credit risks are mitigated as RioCan has recourse under these guarantees in the event of a default by the borrowers, in which case the Trust would also have a claim against the underlying real estate investments. A contingent loss is recorded by RioCan when the carrying values of the related real estate investments are not recovered either as a result of the inability of the underlying assets’ performance to meet the contractual debt service terms of the underlying debt and the fair value of the collateral assets are insufficient to cover the obligations and encumbrances in a sale between unrelated parties in the normal course of business. RioCan’s estimates of future cash flow which, among other things, involve assumptions of estimated occupancy, rental rates and residual value, and the effects of other factors, including general and local economic conditions and changing tenant formats, could vary and result in a significantly different assessment of such contingent loss. As at December 31, 2014, there have been no defaults by the primary obligors for debts on which the Trust has provided its guarantees and as a result, no contingent loss on these guarantees has been recognized in the Trust’s financial statements. FUTURE CHANGES IN ACCOUNTING POLICIES RioCan monitors the potential changes proposed by the IASB and analyzes the effect that changes in the standards may have on RioCan’s operations. Standards issued, but not yet effective, up to the date of issuance of the consolidated unaudited financial statements for the year ended December 31, 2014, are described below. This description is of standards and interpretations issued, which the Trust reasonably expects to be applicable at a future date. The Trust intends to adopt these standards when they become effective. 119 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS IFRS 15, Revenue from Contracts with Customers (IFRS 15) IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recording revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after January 1, 2017, with early adoption permitted. RioCan is currently assessing the impact of IFRS 15 and intends to adopt the new standard on the required effective date. IFRS 9, Financial Instruments (IFRS 9) In July 2014, the IASB issued the final version of IFRS 9, which reflects all phases of the financial instruments project and replaces IAS 39, Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. The adoption of IFRS 9 may have an effect on the classification and measurement of RioCan's financial assets, but no impact on the classification and measurement of its financial liabilities. CONTROLS AND PROCEDURES Internal Controls for Disclosure and Financial Reporting At December 31, 2014, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of the Trust, along with the assistance of senior management, have designed disclosure controls and procedures to provide reasonable assurance that material information relating to RioCan is made known to the CEO and the Interim CFO, and have designed internal controls over financial reporting and disclosure to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. RioCan has established adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS. Management, including RioCan’s CEO and CFO assessed, or caused an assessment under their direct supervision, of the design and operating effectiveness of the Trust’s internal controls over financial reporting as at December 31, 2014 on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, it was determined that, as of December 31, 2014, RioCan’s internal controls over financial reporting were appropriately designed and were operating effectively based on the criteria established in the Internal Control - Integrated Framework (2013). During the first quarter of 2014, RioCan completed the conversion to a new enterprise resource planning (ERP) system, and financial reporting application. The ERP and financial reporting system conversion has not resulted in any significant changes in internal controls during the year ended months ended December 31, 2014. Management employed appropriate procedures to ensure internal controls over financial reporting were in place during and after the conversion. It should be noted that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Given the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that management’s assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) controls may be circumvented by the unauthorized acts of individuals, by collusion of two or more people, or by management override. Canadian Income Tax Legislation – REIT Status The Trust currently qualifies as a REIT for purposes of the Income Tax Act (Canada). Accordingly RioCan continues to be able to flow taxable income through to unitholders on a tax effective basis. Generally, to qualify as a REIT, RioCan’s Canadian assets must be comprised primarily of real estate and substantially all of RioCan’s Canadian source revenues must be derived from rental revenue, capital gains and fee income from properties in which RioCan has an interest. On October 24, 2012, the Minister of Finance tabled in the House of Commons a detailed Notice of Ways and Means motion to implement outstanding technical tax amendments. As part of this motion, the Minister is creating a new 10% basket for the holding of non-qualifying assets and increasing the non-qualifying revenue basket to 10% from 5% for purposes of the 95% REIT Revenue Test, thereby reducing the qualifying revenue threshold to 90%. On November 21, 2012, the proposed amendments above received first reading in the House of Commons. On March 8, 2013, the amendments received their second reading in the House of Commons and on June 26, 2013, Bill C-48 received Royal Assent (i.e. final approval). The amendments are retroactive to January 1, 2011. The Trust does not believe that the enactment and the amendments above, which are generally less restrictive than the original tax legislation, will impair its ability to continue to qualify as a REIT. REIT Qualification Monitoring A key activity of RioCan is the monitoring processes to ensure that RioCan continues to qualify as a REIT for purposes of the Income Tax Act (Canada) following the adoption of the SIFT Provisions in 2010. 120 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS From time to time, the members of the Board of Trustees, Audit Committee and senior management are updated on RioCan's continued REIT qualification, including any significant legislation updates. RISKS AND UNCERTAINTIES The achievement of RioCan’s objectives is, in part, dependent on the successful mitigation of business risks identified. Real estate investments are subject to a degree of risk. They are affected by various factors including changes in general economic and local market conditions, equity and credit markets, fluctuations in interest costs, the attractiveness of the properties to tenants, competition from other available space, the stability and credit-worthiness of tenants, and various other factors. Development Risk Development risk arises from the possibility that completed developments will not be leased or that costs of development will exceed original estimates, resulting in an uneconomic return from the leasing of such space. RioCan also expects to be increasingly involved in mixed-use development projects that include residential condominiums and rental apartments. Purchaser demand for residential condominiums is cyclical and is affected by changes in general market and economic conditions, such as consumer confidence, employment levels, availability of financing for homebuyers, interest rates, demographic trends, and housing demand. Furthermore, the market value of undeveloped land, buildable lots and housing inventories held by RioCan can fluctuate significantly as a result of changing economic and real estate market conditions. RioCan’s construction commitments are subject to those risks usually attributable to construction projects, which include: (i) construction or other unforeseen delays including municipal approvals; (ii) cost overruns; and (iii) the failure of tenants to occupy and pay rent in accordance with existing lease agreements, some of which are conditional. Construction risks are minimized through the provisions of the Trust’s Declaration, which have the effect of limiting direct and indirect investments, net of related mortgage debt, in non-income producing properties to no more than 15% of the Adjusted Book Value of RioCan’s unitholders’ equity. RioCan also seeks to undertake such developments with established developers. With some exceptions for land in the high growth markets, RioCan will generally not acquire or fund significant expenditures for undeveloped land unless it is zoned and an acceptable level of space has been pre-leased or pre-sold. An advantage of unenclosed, new format retail is that it lends itself to phased construction keyed to leasing levels, which reduces the creation of significant amounts of vacant but developed space. Liquidity and General Market Conditions RioCan faces risks associated with general market conditions and their potential consequent effects. Current general market conditions may include, among other things, the insolvency of market participants, tightening lending standards and decreased availability of cash, and changes in unemployment levels, retail sales levels, and real estate values. These market conditions may affect occupancy levels and RioCan’s ability to obtain credit on favourable terms or to conduct financings through the public market. Ownership of Real Estate Tenant Concentration With respect to tenant concentration risk, in the event a given tenant, or group of tenants, experience financial difficulty and is unable to fulfill its lease commitments, or a given geographical area suffers an economic decline, the Trust could experience a decline in revenue. RioCan strives to manage tenant concentration risk through geographical diversification and diversification of revenue sources in order to avoid dependence on any single tenant. RioCan’s objective, as exemplified by the requirements of its Declaration noted above, is that no individual tenant contributes a significant percentage of its gross revenue and that a considerable portion of the Trust’s revenue is earned from national and anchor tenants. RioCan attempts to lease to creditworthy tenants, will generally conduct credit assessments for new tenants and generally is provided security by the tenants as part of negotiated deals. RioCan attempts to reduce its risks associated with occupancy levels and lease renewal risk by having staggered lease maturities, negotiating leases with base terms between five and ten years, and by negotiating longer term leases with built-in minimum rent escalations where deemed appropriate. In order to reduce RioCan’s exposure to the risks relating to credit and the financial stability of tenants, the Trust’s Declaration restricts the amount of space which can be leased to any person and that person’s affiliates, other than in respect of leases with or guaranteed by the Government of Canada, a province of Canada, a municipality in Canada or any agency thereof and certain corporations, the securities of which meet stated investment criteria, to a maximum premises or space having an aggregate gross leasable area of 20% of the aggregate gross leasable area of all real property held by RioCan. At December 31, 2014, RioCan was in compliance with this restriction. Tenant Bankruptcies Several of RioCan's properties are anchored by large national tenants. The value of some of the Trust's properties, including any improvements thereto, could be adversely affected if these anchor stores or major tenants fail to comply with their contractual obligations, experience credit or financial instability or cease their operations. Bankruptcy filings by retailers occur periodically in the course of normal operations for reasons, such as increased competition, Internet sales, changing population demographics, poor economic conditions, rising costs and changing shopping trends and/or perceptions. RioCan continually seeks to re-lease vacant spaces resulting from tenant terminations. The bankruptcy of a tenant, particularly an anchor tenant, may make it more difficult to lease the remainder of the affected properties or may give rise to certain rights under existing leases with other tenants. 121 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Lease Renewals and Rental Increases Growth of rental income is dependent on strong leasing markets to ensure expiring leases are renewed and new tenants are found promptly to fill vacancies at rental rates similar to those paid by existing tenants in order for the Trust to maintain its existing occupancy levels of its properties. It is possible that RioCan may face a disproportionate amount of space expiring in any one period. Additionally, rental rates could decline, tenant bankruptcies could increase and tenant renewals may not be achieved, particularly in the event of a protracted disruption in the economy, such as a recession. At December 31, 2014, RioCan had NLA, at its interest, of 50.0 million square feet and a portfolio occupancy rate of 97.0%. Based on the Trust’s current annualized rental revenue on a weighted average portfolio basis of approximately $24 per square foot, for every fluctuation in occupancy by a differential of 1%, the Trust’s operations would be impacted by approximately $12 million annually. RioCan’s aggregate rentals over the next five years represent annual lease payments of $465 million based on current contractual rental rates. For every such lease renewed upon maturity at an aggregate rental rate differential of 100 basis points, the Trust’s net earnings would be impacted by approximately $5 million annually. (in thousands) Square feet Square feet expiring portfolio NLA Lease expiries (Canadian Portfolio) Portfolio NLA (i) 39,994 55.3% 2015 3,949 9.9% 2016 4,587 11.5% 2017 3,798 9.5% 2018 4,580 11.5% 2019 5,150 12.9% Total net rent $ 388,806 $ 69,249 $ 79,374 $ 71,466 $ 80,228 $ 88,489 (in thousands) Square feet Square feet expiring portfolio NLA Lease expiries (U.S. Portfolio) Portfolio NLA (i) 10,031 45.4% 2015 735 7.3% 2016 502 5.0% 2017 730 7.3% 2018 1,059 10.6% 2019 1,527 15.2% Total net rent $ 76,203 $ 14,228 $ 8,381 $ 12,751 $ 17,777 $ 23,066 (i) Represents RioCan’s proportionate ownership share. Some of our retail lease agreements include co-tenancy clauses which allow the tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if RioCan fails to maintain certain occupancy levels or retain certain anchor tenancies. In addition, certain of the Trust's tenants have the ability to terminate their leases prior to the lease expiration date if their sales do not meet agreed upon thresholds. If occupancy, tenancy or sales fall below certain thresholds, rents that RioCan is entitled to receive from tenants could be reduced. Financial and Liquidity Risk Access to capital A risk to the Trust’s growth program and the refinancing of its debt upon maturity is that of not having sufficient debt and equity capital available to RioCan. Given the relatively small size of the Canadian marketplace, there are a limited number of lenders from which RioCan can borrow. RioCan’s financial condition and results of operations would be adversely affected if it were unable to obtain financing or cost-effective financing. At December 31, 2014, RioCan’s total indebtedness had a 4.0 year weighted average term to maturity bearing interest at a weighted average contractual interest rate of 4.12% per annum. Interest rate and financing risk The terms of RioCan's credit agreements require the Trust to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios, adequate insurance coverage and certain credit ratings. These covenants may limit the Trust's flexibility in conducting its operations and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness. RioCan’s operations are also impacted by interest rates, as interest expense represents a significant cost in the ownership of real estate investments. At December 31, 2014,the Trust has aggregate contractual debt principal maturities through to December 31, 2017 of approximately $2.82 billion (43.6% of RioCan’s Aggregate Debt) with a weighted average contractual interest rate of 4.03%. For every such amount refinanced upon maturity at an aggregate interest rate differential of 100 basis points, the Trust’s net earnings would be impacted by approximately $28.2 million annually. RioCan seeks to reduce its interest rate risk by staggering the maturities of long term debt and limiting the use of floating rate debt so as to minimize exposure to interest rate fluctuations. At December 31, 2014, 7.8% of the Trust’s aggregate debt was at floating interest rates. From time to time, the Trust may enter into interest rate swap transactions to modify the interest rate profile of its current or future variable rate debts without an exchange of the underlying principal amount. 122 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Joint Ventures and Partnerships RioCan participates in joint ventures, partnerships and similar arrangements that may involve risks and uncertainties not present absent third-party involvement, including, but not limited to, RioCan's dependency on partners, co-tenants or co-venturers that are not under the Trust's control and that might compete with RioCan for opportunities, become bankrupt or otherwise fail to fund their share of required capital contributions, or suffer reputational damage that could have an adverse impact on the Trust. Additionally, RioCan's partners might at any time have economic or other business interests or goals that are different than or inconsistent with those of the Trust, and the Trust may be required to take actions that are in the interest of the partners collectively, but not in RioCan's sole best interests. Accordingly, RioCan may not be able to favourably resolve issues with respect to such decisions, or the Trust could become engaged in a dispute with any of them that might affect RioCan's ability to operate the business or assets in question. Relative Illiquidity of Real Property Real estate investments are relatively illiquid as a large proportion of RioCan's capital is invested in physical assets which can be difficult to sell, especially if local market conditions are poor. A lack of liquidity could limit the Trust’s ability to sell components of the portfolio promptly in response to changing economic or investment conditions. If RioCan were required to quickly liquidate its assets, there is a risk that the Trust would realize sale proceeds of less than the current book value of its real estate investments. As well, certain significant expenditures involved in real property investments, such as property taxes, maintenance costs and mortgage payments, represent obligations that must be met regardless of whether the property is producing sufficient, or any, revenue. Unexpected Costs or Liabilities Related to Acquisitions A risk associated with a real property acquisition is that there may be an undisclosed or unknown liability concerning the acquired properties, and RioCan may not be indemnified for some or all of these liabilities. Following an acquisition, RioCan may discover that it has acquired undisclosed liabilities, which may be material. RioCan conducts what it believes to be an appropriate level of investigation in connection with its acquisition of properties and seeks through contract to ensure that risks lie with the appropriate party. Environmental Matters Environmental and ecological related policies have become increasingly important in recent years. Under various federal, provincial, state and municipal laws, RioCan, as an owner or operator of real property, could become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in its properties or disposed of at other locations. The failure to remove or remediate such substances, or address such matters through alternative measures prescribed by the governing authority, may adversely affect RioCan’s ability to sell such real estate or to borrow using such real estate as collateral, and could, potentially, also result in claims against the Trust. RioCan is not currently aware of any material non-compliance, liability or other claim in connection with any of its properties, nor is RioCan currently aware of any environmental condition with respect to any properties that it believes would involve material expenditures by the Trust. It is the Trust’s policy to obtain a Phase I environmental audit conducted by a qualified environmental consultant prior to acquiring any additional property. In addition, where appropriate, tenant leases generally specify that the tenant will conduct its business in accordance with environmental regulations and be responsible for any liabilities arising out of infractions to such regulations. It is RioCan’s practice to regularly inspect tenant premises that may be subject to environmental risk. The Trust maintains insurance to cover a sudden and/or accidental environmental mishap. Litigation RioCan’s operations are subject to a wide variety of laws and regulations across all of its operating jurisdictions and RioCan faces risks associated with legal and regulatory changes and litigation. In the normal course of operations, RioCan becomes involved in various legal actions, including claims relating to personal injury, property damage, property taxes, land rights, and contractual and other commercial disputes. Further, RioCan has operations in the U.S., which may, as a result of the prevalence of litigation in the U.S., be more susceptible to legal action than the rest of RioCan's operations. The final outcome with respect to outstanding, pending or future actions cannot be predicted with certainty, and the resolution of such actions may have an adverse effect on the Trust's financial position or results of operations. RioCan retains external legal consultants to assist it in remaining current and compliant with legal and regulatory changes and to respond to litigation. Key Personnel RioCan's executive and other senior officers have a significant role in the success of the Trust and oversee the execution of RioCan's strategy. RioCan's ability to retain its management team or attract suitable replacements should any members of the management group leave is dependent on, among other things, the competitive nature of the employment market. RioCan has experienced departures of key professionals in the past and may do so in the future, and the Trust cannot predict the impact that any such departures will have on its ability to achieve its objectives. The loss of services from key members of the management team or a limitation in their availability could adversely impact RioCan's financial condition and cash flow. RioCan relies on the services of key personnel on its executive team, including its Chief Executive Officer, Edward Sonshine, and its President, Chief Operating Officer and Interim Chief Financial Officer and Corporate Secretary, Raghunath Davloor, and the loss of their services could have an adverse effect on RioCan. RioCan mitigates key personnel risk through succession planning, but does not maintain key person insurance. 123 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 MANAGEMENT’S DISCUSSION AND ANALYSIS Unitholder Liability There is a risk that RioCan’s unitholders could become subject to liability. The Trust’s Declaration provides that no unitholder or annuitant under a plan of which a unitholder acts as trustee or carrier will be held to have any personal liability as such, and that no resort shall be had to the private property of any unitholder or annuitant for satisfaction of any obligation or claim arising out of or in connection with any contract or obligation of RioCan. Only RioCan’s assets are intended to be subject to levy or execution. The Declaration further provides that, whenever possible, certain written instruments signed by RioCan must contain a provision to the effect that such obligation will not be binding upon unitholders personally or upon any annuitant under a plan of which a unitholder acts as trustee or carrier. In conducting its affairs, RioCan has acquired and may acquire real property investments subject to existing contractual obligations, including obligations under mortgages and leases that do not include such provisions. RioCan will use its best efforts to ensure that provisions disclaiming personal liability are included in contractual obligations related to properties acquired, and leases entered into, in the future. Certain provinces have legislation relating to unitholder liability protection, including British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec. To RioCan’s knowledge, certain of these statutes have not yet been judicially considered and it is possible that reliance on such statute by a unitholder could be successfully challenged on jurisdictional or other grounds. Income Taxes RioCan currently qualifies as a mutual fund trust and REIT for income tax purposes. RioCan expects to distribute all of the Trust’s taxable income to unitholders and is, therefore, generally not subject to tax on such amounts. In order to maintain RioCan’s current mutual fund trust status, the Trust is required to comply with specific restrictions regarding its activities and the investments held by the Trust. If the Trust were to cease to qualify as a mutual fund trust, or a REIT for income tax purposes, the consequences could be material and adverse. No assurance can be given that the provisions of the Income Tax Act (Canada) regarding mutual fund trusts and REITs will not be changed in a manner that adversely affects RioCan and its unitholders. United States Investment, Management Platform and Currency Risk RioCan intends to continue to make acquisitions from time to time in the United States as determined to be appropriate or desirable. It is possible that such additional acquisitions may not be completed. Further there may be a lack of availability of acquisition opportunities and exposure to economic, real estate and capital market conditions in the United States. RioCan’s recent development of a property management platform in the U.S. will expand the Trust’s direct involvement in the U.S. real estate market. The U.S. real estate market differs from the Canadian environment in many ways and the Trust’s expertise and experience in Canada may not prove beneficial in a foreign jurisdiction. The Trust is mitigating the risks relating to its entry into and exposure to the U.S. by hiring U.S. based employees with real estate experience, and making investments of moderate scale. There can be no certainty, however, that RioCan’s U.S. investments will be successful. Additionally, it is possible that the Trust’s U.S. investments will expose the Trust to foreign exchange fluctuations. The Trust will, in part, mitigate this risk through the use of U.S. denominated debt. As at December 31, 2014, the Trust’s US denominated net assets are $1,048 million; therefore a 1% change in the value of the US dollar will result in a gain or loss through OCI of approximately $10.5 million and an approximate $1.8 million impact to consolidated net earnings. Credit Ratings Real or anticipated changes in credit ratings on RioCan’s debentures or Preferred Units may affect the market value thereof. In addition, real or anticipated change in credit ratings can affect the cost at which RioCan can access the debenture or preferred unit market, as applicable. 124 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 AHEAD OF THE CURVE RioCan AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 TABLE OF CONTENTS Audited Annual Consolidated Financial Statements 126 Management’s Responsibility for Financial Reporting 127 Independent Auditors’ Report 128 Consolidated Balance Sheets 129 Consolidated Statements of Earnings 130 Consolidated Statements of Changes in Equity 131 Consolidated Statements of Comprehensive Income 132 Consolidated Statements of Cash Flows 133 Notes to Condensed Consolidated Financial Statements MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING The management of RioCan Real Estate Investment Trust (RioCan) is responsible for the preparation and fair presentation of the accompanying annual consolidated financial statements and Management's Discussion and Analysis (MD&A). The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated financial statements and information in the MD&A necessarily include amounts based on best estimates and judgments by management of the expected effects of current events and transactions with the appropriate consideration to materiality. In addition, in preparing this financial information, we must make determinations about the relevancy of information to be included, and estimates and assumptions that affect the reported information. The MD&A also includes information regarding the impact of current transactions and events, sources of liquidity and capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected. In meeting our responsibility for the integrity and fairness of the annual consolidated financial statements and MD&A and for the accounting systems from which they are derived, management has established the necessary internal controls designed to ensure that our financial records are reliable for preparing financial statements and other financial information, transactions are properly authorized and recorded, and assets are safeguarded against unauthorized use or disposition. As at December 31, 2014, our Chief Executive Officer and Interim Chief Financial Officer evaluated, or caused an evaluation under their direct supervision, the design and operation of our internal controls over financial reporting (as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings) and, based on that assessment, determined that our internal controls over financial reporting were appropriately designed and operating effectively. The Board of Trustees oversees management’s responsibility for financial reporting through an Audit Committee, which is composed entirely of independent trustees. This committee reviews RioCan’s annual consolidated financial statements and MD&A with both management and the independent auditors before such statements are approved by the Board of Trustees. Other key responsibilities of the Audit Committee include selecting RioCan’s auditors, approving the unaudited interim condensed consolidated financial statements and MD&A, and monitoring RioCan’s existing systems of internal controls. Ernst & Young LLP, independent auditors appointed by the unitholders of RioCan upon the recommendation of the Board of Trustees, have examined our 2014 and 2013 annual consolidated financial statements and have expressed their opinion upon the completion of such examination in the following report to the unitholders. The auditors have full and free access to, and meet at least quarterly with, the Audit Committee to discuss their audits and related matters. Edward Sonshine, O.Ont., Q.C. Chief Executive Officer Raghunath Davloor, CPA, CA President, Chief Operating Officer, and Interim Chief Financial Officer Toronto, Canada February 12, 2015 126 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 INDEPENDENT AUDITORS’ REPORT To the Unitholders of RioCan Real Estate Investment Trust We have audited the accompanying consolidated financial statements of RioCan Real Estate Investment Trust, which comprise the consolidated balance sheets as at December 31, 2014 and 2013, and the consolidated statements of earnings, changes in equity, comprehensive income, and cash flows for the years ended December 31, 2014 and 2013, and 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 audits 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 the auditors’ 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, the auditors 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 financial position of RioCan Real Estate Investment Trust as at December 31, 2014 and 2013, and its financial performance and its cash flows for the years ended December 31, 2014 and 2013 in accordance with International Financial Reporting Standards. Toronto, Ontario February 12, 2015 127 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED BALANCE SHEETS (Audited – Canadian dollars, in millions) Note As at December 31, 2014 As at December 31, 2013 ASSETS Investment properties Deferred tax assets Investments in associates and joint ventures Mortgages and loans receivable Receivables and other assets Cash and cash equivalents Total assets LIABILITIES Mortgages payable and lines of credit Debentures payable Accounts payable and accrued liabilities Total liabilities EQUITY Preferred unitholders’ equity Common unitholders’ equity Total unitholders’ equity Non-controlling interests Total equity Total liabilities and equity 4 9 17 5 6 7 8 10 $ $ $ $ 14,040 $ 13,062 9 63 136 373 56 9 36 248 136 39 14,677 $ 13,530 $ 4,587 1,857 365 6,809 $ 4,512 1,447 299 6,258 265 6,996 7,261 11 7,272 13,530 11 $ 265 $ 7,603 7,868 — 7,868 $ 14,677 $ The accompanying notes are an integral part of the consolidated financial statements. Approved on behalf of the Board of Trustees Paul Godfrey Paul Godfrey, O. Ont., C.M. Chairman Edward Sonshine Edward Sonshine, O. Ont., Q.C. Trustee 128 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF EARNINGS (Audited – Canadian dollars, in millions, except per unit amounts) For the year ended December 31, Rental revenue Property operating costs Recoverable under tenant leases Non-recoverable from tenants Operating income Other income Fees and other income Interest Share of net earnings in equity accounted associates and joint ventures Fair value gains on investment property, net Other expenses Interest General and administrative Leasing costs Transaction and other costs Expense for early redemption of debentures Earnings before income taxes Net earnings Net earnings attributable to: Common and preferred unitholders Non-controlling interests Net earnings per common unit – basic Net earnings per common unit – diluted Weighted average number of common units – basic (in thousands) Weighted average number of common units – diluted (in thousands) The accompanying notes are an integral part of the consolidated financial statements. Note 2014 2013 (restated - note 2) 14 $ 1,204 $ 1,121 15 16 17 4 18 19 3 20 22 22 22 22 $ $ $ $ $ 406 19 425 779 22 7 13 147 189 235 52 11 6 — 304 664 664 663 1 664 2.11 2.10 $ $ $ $ $ 376 16 392 729 17 14 32 229 292 234 45 8 9 12 308 713 713 709 4 713 2.30 2.29 307,910 308,672 302,324 303,260 129 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Audited – Canadian dollars, in millions) Total Equity, December 31, 2012 Changes during the period Net earnings Other comprehensive income Realization of cumulative foreign currency translation difference Distributions to unitholders Unit issue proceeds, net Common trust units repurchased and cancelled Value associated with unit options granted Change in ownership interest Reclassification of pension Total Equity, December 31, 2013 Total Equity, December 31, 2013 Changes during the period Net earnings Other comprehensive income Distributions to unitholders Unit issue proceeds, net Value associated with unit options granted Change in ownership interest Total Equity, December 31, 2014 Common Trust Units Note Cumulative Earnings Cumulative Unitholders Distributions Accumulated OCI (loss) Total Common Equity Total Preferred Equity Non- Controlling Interests Total $ 4,130 $ 6,125 $ (3,649) $ (24) $ 6,582 $ 265 $ 33 $ 6,880 11 13 11 11 11 — — — — 119 (13) 5 — — 709 — — — — (9) — — 1 — — — (440) — — — — — — 47 709 47 (4) (4) — — — — — (1) (440) 119 (22) 5 — — — — — — — — — — — 4 — — (1) — — — 713 47 (4) (441) 119 (22) 5 (25) (25) — — $ 4,241 $ 6,826 $ (4,089) $ 18 $ 6,996 $ 265 $ 11 $ 7,272 Common Trust Units Cumulative Earnings Cumulative Unitholders Distributions Note Accumulated OCI (note 11) Total Common Equity Total Preferred Equity Non- Controlling Interests Total $ 4,241 $ 6,826 $ (4,089) $ 18 $ 6,996 $ 265 $ 11 $ 7,272 11 13 11 11 — — — 291 5 — 663 — — — — — — — (448) — — — — 96 — — — — 663 96 (448) 291 5 — — — — — — — 1 — 664 96 — (448) — — 291 5 (12) (12) $ 4,537 $ 7,489 $ (4,537) $ 114 $ 7,603 $ 265 $ — $ 7,868 The accompanying notes are an integral part of the consolidated financial statements. 130 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Audited – Canadian dollars, in millions) For the year ended December 31, Net earnings Other comprehensive income: Items that may be reclassified subsequently to net earnings: Unrealized gain (loss) on interest rate swap agreements Unrealized gain on translation of foreign operations Unrealized gain (loss) on available-for-sale investment Items that are not to be reclassified to net earnings, net of tax: Actuarial gain (loss) on pension plan, net of tax Other comprehensive income, net of tax Comprehensive income Comprehensive income attributable to: Common and preferred unitholders Non-controlling interests The accompanying notes are an integral part of the consolidated financial statements. 11 11 11 11 $ $ $ $ 2014 664 $ 2013 713 (7) 79 26 (2) 96 760 $ 759 $ 1 $ 6 38 (2) 1 43 756 752 4 131 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (Audited – Canadian dollars, in millions) For the year ended December 31, CASH FLOWS PROVIDED BY (USED IN): Operating activities Net earnings Items not affecting cash Depreciation and amortization Recognition of rents on a straight-line basis Unit-based compensation expense Fair value gains on investment property, net Share of net earnings in associates and joint ventures Net change in non-cash operating items Cash flows provided by operating activities Investing activities Acquisition of investment properties Capital expenditures on properties under development Capital expenditures recoverable from tenants Capital expenditures not recoverable from tenants Capital expenditures - revenue enhancing Tenant installation costs Proceeds on disposition of investment properties Contributions to associates and joint ventures Distributions from associates and joint ventures Proceeds on disposition of associates and joint ventures Mortgages and loans receivable Advances Repayments (Purchases) Proceeds related to available-for-sale investments, net of financing Cash flows used in investing activities Financing activities Mortgages payable Borrowings Repayments Advances of lines of credit Repayment of lines of credit Issue of debentures payable, net Repayment of debentures payable Acquisition of non-controlling interests Distributions on common units Proceeds from units issued under distribution reinvestment plan Distributions paid on preferred units Distributions paid to non-controlling interests Common units repurchased and cancelled Proceeds from issue of common units, net Cash flows provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplemental cash flow information The accompanying notes are an integral part of the consolidated financial statements. Note 2014 2013 $ 664 $ 713 5 (9) 5 (147) (13) (1) 504 (192) (231) (10) (12) (9) (29) 54 (4) 1 — (54) 60 (96) (522) 250 (411) 231 (276) 400 — (3) (433) 121 (14) — — 170 35 17 39 $ 56 $ 4 24 8 8 13 11 13 25 2 (6) 5 (229) (32) (45) 408 (563) (156) (19) (4) (7) (28) 440 (30) 19 52 (49) 18 49 (278) 423 (476) 259 (250) 446 (300) (25) (425) 110 (14) (1) (22) 9 (266) (136) 175 39 132 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 AHEAD OF THE CURVE RioCan NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 TABLE OF CONTENTS Notes to Consolidated Financial Statements To facilitate a better understanding of RioCan’s consolidated financial statements, significant accounting policies and related disclosures, a listing of all the notes is provided below. 1. Trust information 2. Basis of Presentation 3. Significant Accounting Policies 4. Investment Properties 5. Mortgages and Loans Receivable 6. Receivables and Other Assets 7. Mortgages Payable and Lines of Credit 8. Debentures Payable 9. Income Taxes 10. Accounts Payable and Accrued Liabilities 11. Unitholders’ Equity 12. Unit-based Compensation Plans 13. Distributions to Unitholders 14. Rental Revenue 15. Property Operating Costs - Recoverable Under Tenant Leases 16. Fees and Other Income 134 134 135 143 146 146 147 148 149 150 150 152 154 154 154 154 17. Subsidiaries and Joint Arrangements 18. Interest Expense 19. General and Administrative 20. Transaction and Other Costs 21. Segmented Information 22. Net Earnings per Unit 23. Hedging Activities 24. Net Change in Non-Cash Operating Items 25. Supplemental Cash Flow Information 26. Operating Leases - Trust as Lessor 27. Fair Value Measurement 28. Capital Management 29. Financial Instruments 30. Related Party Transactions 31. Employee Benefits 32. Contingencies and Commitments 33. Events After the Balance Sheet Date 155 156 156 157 157 158 159 159 160 160 160 161 162 163 164 164 165 3_3 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 1. Trust Information RioCan Real Estate Investment Trust (the Trust or RioCan) owns, develops and operates Canada's largest portfolio of shopping centres. RioCan is an unincorporated closed-end trust governed under the laws of the Province of Ontario, Canada and constituted pursuant to a Declaration of Trust dated November 30, 1993, as most recently amended and restated on June 5, 2013 (the Declaration). The Trust’s registered office and principal place of business is located at 2300 Yonge Street, Suite 500, Toronto, Ontario. RioCan also has regional offices outside of Canada in Mount Laurel, New Jersey and Dallas, Texas. RioCan's common trust units (Units) are listed on the Toronto Stock Exchange (the TSX) under the symbol REI.UN and its preferred trust units, Series A and its preferred trust units, Series C are listed on the TSX under the symbols REI.PR.A and REI.PR.C, respectively. These consolidated financial statements were authorized for issue by RioCan's Board of Trustees on February 12, 2015. 2. Basis of Presentation (a) Basis of presentation and statement of compliance RioCan’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). These consolidated financial statements are prepared on a going concern basis and using the historical cost method, modified to include the fair value measurement of investment property and certain financial instruments as set out in the relevant accounting policies. The Trust presents its consolidated balance sheets based on the liquidity method, whereby all assets and liabilities are presented in increasing order of liquidity. The notes to the consolidated financial statements distinguish between current and non-current assets and liabilities. Certain comparative information has been reclassified to conform to the current year's presentation. All amounts are expressed in Canadian dollars and rounded to the nearest million unless otherwise indicated. (b) Principles of consolidation (i) Subsidiaries These consolidated financial statements include the assets, liabilities and result of operations of RioCan and its subsidiaries after elimination of inter-company transactions and balances. Subsidiaries are entities over which the Trust has control, where an entity has control when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Power may be determined on the basis of voting rights or other contractual arrangements. Subsidiaries are fully consolidated from the date of acquisition, being the date on which RioCan obtains control, and continue to be consolidated until the date that such control ceases. When RioCan 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. (ii) Associates and joint ventures Associates are entities over which RioCan has significant influence and that is neither a subsidiary or an interest in a joint venture. Ownership of 20% to 50% of the voting shares of an investee would generally indicate that the Trust has significant influence, although other factors such as the ability to impact key operating decisions could also indicate significant influence. A joint venture is a type of joint arrangement whereby the parties that share joint control have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Investments in associates and joint ventures are accounted for using the equity method and initially recorded at cost and adjusted by post-acquisition changes in RioCan’s share of the net assets of the associate. The statement of earnings reflects the Trust’s share of the result of operations of the associate or joint venture. The financial statements of RioCan's associates and joint ventures are prepared for the same reporting period as the Trust and where necessary, adjustments are made to bring the accounting policies of such entities in line with those of the Trust. (iii) Joint operations A joint operation is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities relating to the arrangement. RioCan records only its share of the assets, liabilities and share of the results of operations of the joint operation. The assets, liabilities and results of joint operations are included within the respective line items of the consolidated balance sheets, consolidated statements of earnings, and consolidated statements of comprehensive income. (c) Critical Accounting Estimates and Use of Judgment The preparation of RioCan's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period and assets, liabilities and 134 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 contingent liabilities at the reporting period date. These estimates and judgments are made based on information available as at the date of issuance of the consolidated financial statements that are believed to be reasonable. Actual results may differ from these estimates. In the process of applying RioCan's accounting policies, management was required to apply judgment and estimates in the areas discussed below. Investment properties RioCan's accounting policies relating to investment properties are described in Note 2(e). In applying these policies, judgment is required in determining whether certain costs represent additions to the carrying amount of the property and in distinguishing between tenant incentives and capital improvements. Development properties Development costs for properties under development are capitalized in accordance with the accounting policy in Note 3(c). Initial capitalization of costs requires management’s judgment in determining when the project commences with active development, and identifying at which time a development property is substantially completed. This amount includes capitalized property taxes as well as borrowing costs on both specific and general debt. Valuation of investment properties Fair value is the amount at which an item could be bought or sold in a current transaction between independent, knowledgeable willing parties, as opposed to a forced or liquidation sale, in an arm’s length transaction under no compulsion to act. Quoted market prices in active markets are the best evidence of fair value and are used as the basis for fair value measurement, when available. When quoted market prices are not available, judgment is required to estimate fair value based on the best information available, including prices for similar assets and the use of other valuation techniques. These valuation techniques are consistent with the objective of measuring fair value and involve a degree of estimation depending on the availability of market-based information. Management internally estimates the fair value of each income property based on a valuation technique known as the direct capitalization income approach. The fair value is determined by applying a capitalization rate to stabilized net operating income (SNOI), which incorporates allowances for vacancy, management fees and structural reserves for capital expenditures for the property. The resulting capitalized value is further adjusted, where appropriate, for costs to stabilize the income and non- recoverable capital expenditures. Estimated rental values, annual rent growth and long-term vacancy rates are unobservable inputs in the context of the Trust's fair value model. Generally, a change in the assumption made for the estimated rental value is accompanied by a directionally similar change in the rent growth per annum and an opposite change in the long-term vacancy rate. Each of these inputs when increased or decreased, in isolation, would not result in a material change in the fair value of the Trust's investment properties. As a result, management does not consider these variables as key inputs in estimating the fair value of income property. Management uses an internal valuation process to estimate the fair value of properties under development that consist of undeveloped land on a land value per acre basis using the particular attributes of the project with respect to zoning and pre- development work performed on the site. Where a site is partially developed, the direct capitalization method is applied to capitalize the pro forma NOI, stabilized with market allowances, from which the costs to complete the development are deducted. The primary method of valuation for land acquired for development is the comparable sales approach, which considers recent sales activity for similar land parcels in the same or similar markets. Land values are estimated using either a per acre or per buildable square foot basis based on highest and best use. Such values are applied to RioCan's properties after adjusting for factors specific to the site, including its location, intended use, zoning, servicing and configuration. Unit-based compensation RioCan uses estimates and judgment when determining the unit-based compensation expense during a reporting period. The determination of the unit-based compensation expense resulting from the Trust's granting of employee unit options depends on valuation models, which by their nature are subject to measurement uncertainty. The valuation method used to measure the fair value for each unit option awarded by RioCan is the Black Scholes option pricing model. This model requires the use of assumptions, such as expected stock price volatility and the use of historical data that may not be reflective of future performance. Significant influence When determining the appropriate basis of accounting for RioCan's investees, the Trust makes judgments about the degree of influence that RioCan exerts directly or through an arrangement over the investees' relevant activities. This may include the ability to elect investee directors, appoint management or influence key decisions. 3. Significant Accounting Policies (a) Business combinations At the time of acquisition of property, whether through a controlling share investment or directly, the Trust considers whether the acquisition represents the acquisition of a business. The Trust accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition to the property. More specifically, consideration is made of the extent to which 135 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 significant processes are acquired. If no, or only insignificant processes are acquired, the acquisition is treated as an asset acquisition rather than a business combination. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the acquisition date. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. The Trust recognizes assets or liabilities, if any, resulting from a contingent consideration arrangement at their acquisition date fair value and such amounts form part of the cost of the business combination. Subsequent changes in the fair value of contingent consideration arrangements are recognized in net earnings. The difference between the purchase price and the Trust’s net fair value of the acquired identifiable net assets and liabilities is goodwill. On the date of acquisition, the purchaser records positive goodwill as an asset. Negative goodwill is immediately recognized in the consolidated statements of earnings. Goodwill is not amortized and must be tested for impairment at least annually, or more frequently, if events or changes in circumstances indicate that impairment has occurred. RioCan expenses transaction costs associated with business combinations in the period incurred. When an acquisition does not meet the criteria for a business, it is accounted for as an acquisition of a group of assets and liabilities, the cost of which includes transaction costs that are allocated to the assets and liabilities acquired based upon their relative fair values. No goodwill is recognized for asset acquisitions. (b) Fair value measurement The Trust measures financial instruments, such as derivatives, and non-financial assets, such as investment properties, at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: • • In the principal market for the asset or liability; or In the absence of a principal market, in the most advantageous market for the asset or liability that is accessible by RioCan. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability assuming that market participants act in their economic best interests. A fair value measurement of a non- financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Trust uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: • • • Level 1 - quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 - valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognized in the consolidated financial statements on a recurring basis, the Trust determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, RioCan has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. (c) Investment properties Investment properties are held to earn rental revenue or for capital appreciation or both. A key characteristic of an investment property is that it generates cash flows largely independently of the other assets held by an entity. Real estate property held under an operating lease is not classified as investment property. Instead, these leases are accounted for in accordance with IAS 17, Leases. Certain land leases held under an operating lease, however, are classified as investment property when the definition of an investment property is met. At the inception of these leases, investment property is recognized at the lower of the fair value of the property and the present value of the future minimum lease payments and an equivalent amount is recognized as a lease obligation. (i) Income properties Income properties are initially measured at cost. Subsequent to initial recognition, income properties are recorded at fair value and related gains or losses arising from changes in fair value are recognized in net earnings in the period of change. The determination of fair value is based on, among other things, rental revenue from current leases and reasonable and supportable assumptions that represent what knowledgeable, willing parties would assume about rental revenue from future leases in light of current conditions, less future cash outflows in respect of tenant installation costs, income property operations and capital expenditures. 136 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (ii) Properties under development Properties under development include those properties, or components thereof, that will undergo activities that will take a substantial period of time to prepare the properties for their intended use as income properties. The cost of a development property that is an asset acquisition comprises the amount of cash, or the fair value of other consideration, paid to acquire the property, including transaction costs. Subsequent to acquisition, the cost of a development property includes costs that are directly attributable to these assets, including development costs, property taxes and borrowing costs on both specific and general debt. Direct and indirect borrowing costs, development costs and property taxes are capitalized when the activities necessary to prepare an asset for development or redevelopment begin, and continue until the date that construction is substantially complete and all necessary occupancy and related permits have been received, whether or not the space is leased. If RioCan is required as a condition of a lease to construct tenant improvements that enhance the value of the property, then capitalization of costs continues until such improvements are completed. Capitalization of finance costs is suspended if there are prolonged periods when development activity is interrupted. Interest capitalized is calculated using the Trust’s weighted average cost of borrowing after adjusting for borrowing associated with specific developments. Where borrowing is associated with specific developments, the amount capitalized is the gross interest incurred on such borrowing less any investment income arising on temporary investment of such borrowing. Properties under development are also adjusted to fair value at each balance sheet date with fair value adjustments recognized in net earnings. (iii) Assets held for resale Assets held for resale are assets acquired or developed that RioCan has no intention of using for rental income purposes and plans to sell in the ordinary course of business. The Trust expects to earn a return on such assets through a combination of property operating income earned during the holding period and sales proceeds. Assets held for resale are recorded at the lower of cost, including pre-development expenditures and capitalized borrowing costs, and net realizable value, which RioCan determines using the estimated selling price in the ordinary course of business, less estimated selling costs. Assets held for resale are reviewed for impairment at each reporting period date. An impairment loss is recognized in net earnings when the carrying value of the asset exceeds its net realizable value. Assets held for resale primarily include RioCan's residential development inventory and air rights. (d) Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Trust and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received. The following specific recognition criteria must also be met before revenue is recognized: (i) Rental revenue Base rent The Trust has not transferred substantially all of the benefits and risks of ownership of its investment properties and, therefore, accounts for leases with its tenants as operating leases. Rental revenue includes all amounts earned from tenants related to lease agreements including property tax and operating cost recoveries. Revenue recognition under a lease commences when the tenant has the right to use the leased asset, which is typically when the tenant takes possession of, or controls, the physical use of the leased property. Generally, this occurs on the lease commencement date. When RioCan is required to make additions to the property in the form of tenant improvements that enhance the value of the property, revenue recognition begins upon substantial completion of such additions. Tenant incentives are recognized as a reduction of rental revenue on a straight-line basis over the term of the lease where it is determined that the tenant fixturing has no benefit to RioCan beyond the existing tenancy. Straight-line rent Certain leases contain rent escalation clauses or provide for tenant occupancy during periods for which no rent is due. RioCan records the total rental income on a straight-line basis over the full term of the lease, including the tenant fixturing period. An accrued straight-line rent receivable is recorded from tenants for the difference between the straight-line rent and the rent that is contractually owing. Lease cancellation fees Amounts payable by tenants to terminate their lease prior to the contractual expiry date are included in rental revenue as lease cancellation fees at the effective date of the lease termination. Percentage rent Percentage rent is typically calculated based on a percentage of tenant sales over a specified threshold, which is in addition to base rent. 137 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (ii) Fees and other income RioCan has interests in various investment properties through joint arrangements and investments in associates. The Trust provides asset and property management services to co-owners, partners and third parties for which it earns market-based construction, development, financing and arranging fees. Fees are recognized as the service or contract activity is performed using the percentage of completion method. Under the percentage of completion method, where services are provided over a specific period of time, revenue is recognized on a straight-line basis unless there is evidence that some other method would better reflect the pattern of performance. Where the contract outcome cannot be measured reliably, revenue is recognized only to the extent that the expenses incurred are eligible to be recovered. Other income includes investment income related to the Trust’s other financial assets and is included in earnings when declared. (iii) Transaction gains and losses Transaction gains and losses may arise from the sale of assets held for resale. Revenue earned from the sale of assets held for resale is recognized when all of the following conditions are met: a) the Trust has transferred to the purchaser the significant risks and rewards of ownership; b) the Trust has no continuing managerial involvement in the property; c) revenues and costs can be reliably measured; d) the purchaser has made a substantial commitment demonstrating its intent to honour its obligation; and d) collection of any additional consideration is reasonably assured. Revenue from residential land sales is recorded at the time that the risks and rewards of ownership have been transferred, which is generally when possession or title passes to the purchaser, all material conditions of the sales contract have been met, and a significant cash down payment or appropriate security is received. Revenue from the sale of homes and residential condominium projects is recognized upon completion, when title passes to the purchaser upon closing and at which time all proceeds are received or collectibility is reasonably assured. Directly attributable selling and disposition costs are expensed as incurred. (iv) Interest income Revenue is recognized as interest accrues using the effective interest method. (e) Unit-based compensation (i) Equity settled RioCan and its subsidiaries issue unit-based awards to certain employees. The cost of equity-settled unit-based payment transactions equals the fair value of each tranche of options at their grant date. The cost of the unit options is recognized on a proportionate basis consistent with the vesting features of each tranche of the grant. (ii) Cash settled RioCan has a Deferred Equity Unit (DEU) plan which provides for an allotment of DEUs to each non-employee trustee. The cost of cash-settled unit-based payment transactions is measured at fair value and expensed over the vesting period with the recognition of a corresponding liability. The liability is re-measured at fair value at each reporting period date with the vested changes in fair value recorded in net earnings. (f) Financial assets and financial liabilities Financial assets include RioCan's contractual rents receivable, mortgages and loans receivable, cash and cash equivalents, funds held in trust, available-for-sale securities and interest rate swap contracts. Financial liabilities include RioCan's secured operating lines of credit, mortgages payable, debentures payable and accounts payable and accrued liabilities. The fair value of a financial instrument is the amount of consideration that could be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act. In certain circumstances, however, the initial fair value may be based on other observable current market transactions in the same instrument without modification or on a valuation technique using market based inputs. The fair values of mortgages and loans receivable and debentures are based on the current market conditions for instruments with similar terms and risks. The fair values of term mortgages, designated hedging derivative instruments included in receivables and other assets and accounts payable and accrued liabilities are estimated based on discounted future cash flows using discount rates that reflect current market conditions for instruments with similar terms and risks. (g) Recognition and measurement of financial instruments The Trust determines the classification of its financial assets and liabilities at initial recognition. Financial instruments are recorded initially at fair value and, in the case of financial assets and liabilities carried at amortized cost, adjusted for directly attributable transaction costs. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, loans and receivables, available-for-sale, held-to-maturity, or other liabilities. 138 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (i) Held-for-trading Financial assets and financial liabilities classified as held-for-trading are measured at fair value with gains and losses recognized in net earnings. Transaction costs are expensed as incurred. Other than cash and cash equivalents, the Trust has no significant financial instruments classified as held-for-trading. Derivative instruments are recorded on the consolidated balance sheets at fair value. Changes in the fair values of derivative instruments are required to be recognized in net earnings, except for derivatives that are designated as a cash flow hedge, in which case the fair value change for the effective portion of such hedging relationship is required to be recognized in other comprehensive income (OCI). (ii) Loans and receivables or held-to-maturity Loans and receivables are financial instruments with fixed or determinable payments that are not quoted in an active market. Financial instruments with fixed or determinable payments and fixed maturities are classified as held-to-maturity only when the Trust has the positive intention and ability to hold it to maturity. Financial assets classified as held-to-maturity, loans and receivables and other liabilities (other than those held-for-trading) are required to be measured at amortized cost using the effective interest method. This method uses an effective interest rate that discounts estimated future cash receipts through the expected life of the financial asset or liability to the net carrying amount of the financial asset or liability. Amortized cost is computed using the effective interest method less any allowance for impairment. Gains and losses are recognized in net earnings when the loans and receivables are de-recognized or impaired, as well as through amortization. The principal categories of the Trust’s financial assets and liabilities measured at amortized cost using the effective interest method include: (a) accounts receivable and payable; (b) mortgages and loans receivable and mortgages payable; and (c) debentures payable. (iii) Available-for-sale Available-for-sale financial assets are financial assets that are not categorized as either held-for-trading or designated at fair value. Available-for-sale financial assets are initially measured at fair value with direct transaction costs included in the carrying value of the asset. Available-for-sale financial assets are subsequently measured at fair value with unrealized gains and losses recognized in OCI until the investment is derecognized or impaired, at which time the cumulative unrealized gain or loss is recognized in net earnings. Investments in equity instruments classified as available-for-sale that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. (h) Impairment of financial assets The Trust assesses at each balance sheet date whether there is any objective evidence of impairment for each financial asset (or a group of financial assets). A financial asset is deemed to be impaired if there is objective evidence of impairment as a result of an event that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset that can be reliably estimated. Evidence of impairment may include indications that the debtor is experiencing financial difficulty, which may include default or delinquency in interest or principal payments, the probability that it will enter bankruptcy or other financial reorganization, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears payments or economic conditions that correlate with defaults. (i) Impairment of loans and receivables Loans and receivables are considered impaired when there is objective evidence that the full carrying amount of the loan or receivable is not collectible. When an impaired loan is identified, the amount of the loss is measured as the difference between the asset’s carrying amount and the estimated realizable amount, which is measured by discounting the expected future cash flows at the original effective interest rate of the loan or receivable. This difference between the carrying amount and the estimated realizable value of the loan or receivable represents an impairment loss that is recognized in net earnings. Interest income continues to be accrued on the reduced carrying amount based on the original effective interest rate of the loan. Loans and receivables, together with the associated allowance, are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to RioCan. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or decreased by adjusting the carrying value of the loan or receivable. If a past write-off is later recovered, the recovery is recognized in net earnings. (ii) Impairment of available-for-sale financial assets For available-for-sale financial assets, the Trust assesses at each balance sheet date whether there is objective evidence that an asset is impaired, which would include a significant or prolonged decline in the fair value of the investment below its cost. If the evaluation indicates that there is objective evidence of impairment, the investment is written down to its current fair value and a loss is recognized in net earnings. Subsequent increases in the fair value of available-for-sale assets are recognized in OCI. 139 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 In the case of debt instruments classified as available-for-sale, impairment is assessed based on the same criteria as financial assets carried at amortized cost. Interest continues to be accrued at the original effective interest rate on the reduced carrying amount of the asset and is recorded in interest income. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in net earnings, the impairment loss is reversed through net earnings. (i) Financial guarantee contracts Financial guarantee contracts are contracts issued by RioCan that contingently require the Trust to make specified payments to reimburse the holder for a loss it incurs because the specified debtor fails to make payment when due in accordance with the terms of a debt instrument. When a debtor default occurs, financial guarantees are recognized on the consolidated balance sheets initially as a liability measured at the fair value of the obligation undertaken in issuing the guarantee, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of (i) the amount initially recognized and (ii) the best estimate of the expenditure required to settle the present obligation at the balance sheet date. (j) Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amounts are reported in the consolidated balance sheets if there is an enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. (k) Hedges The accounting standard IAS 39, Financial Instruments: Recognition and Measurement (IAS 39) specifies the criteria under which hedge accounting can be applied and how hedge accounting should be executed for each of the permitted hedging strategies: fair value hedges, cash flow hedges, and hedges of a foreign currency exposure of a net investment in a foreign operation. From time to time, the Trust may enter into interest rate swap (option) transactions to modify the interest rate profile of its current or future debts without an exchange of the underlying principal amount. In such cash flow hedging relationships, the effective portion of the change in the fair value of the hedging derivative is recognized in OCI. The ineffective portion is recognized in net earnings. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. At the inception of a hedging relationship, RioCan formally designates and documents the hedging relationship to which the Trust is applying hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Trust will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated. In a net investment hedging relationship, the effective portion of foreign exchange gains and losses on the hedging instrument is recognized in OCI and the ineffective portion is recognized in net earnings. The amounts recorded in accumulated other comprehensive income (AOCI) are recognized in net earnings upon certain reductions in the net investment in the foreign subsidiary. (l) Comprehensive income Comprehensive income comprises net earnings and OCI, which generally would include unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation adjustments (net of hedging) arising from foreign operations, changes in the fair value of the effective portion of cash flow hedging instruments, and actuarial gains and losses related to RioCan's defined benefit pension plans. The Trust reports a consolidated statement of comprehensive income comprising net earnings and OCI for the period. (m) Income taxes Upon qualifying as a real estate investment trust (REIT) in the fourth quarter of 2010, the Trust is considered, in substance, tax exempt and therefore does not account for income taxes. Prior to qualifying as a REIT, the Trust was considered taxable. Upon the Trust’s change in tax status, all deferred taxes of the Trust were reversed through net earnings or OCI based upon where the amounts initially arose. The Trust’s US operations are qualifying US REITs and are not subject to income taxes. The Trust consolidates certain wholly owned incorporated entities that continue to be subject to income taxes. These taxable subsidiaries, and the Trust prior to its change in tax status, account for income taxes as follows: (i) Current income tax The Trust qualifies as a mutual fund trust and a REIT for income tax purposes. The Trust intends to distribute all of its taxable income to unitholders and is entitled to deduct such distributions for income tax purposes. Accordingly, a provision for current income taxes payable is not required, except for amounts incurred in its incorporated Canadian taxable subsidiaries. The Trust’s US subsidiary qualifies as a REIT for US income tax purposes. The subsidiary expects to distribute all of its US taxable income (if any) to Canada and is entitled to deduct such distributions for US income tax purposes. Accordingly, no provision for US current income tax payable is required. 140 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (ii) Deferred income tax Deferred income taxes are provided using the liability method for temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences, except: 1. where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting nor taxable income or loss; and in respect of taxable temporary differences associated with investments in subsidiaries and interests in jointly controlled entities, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. 2. Deferred income tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses, can be utilized except: 1. where the deferred income tax asset relating to the deductible temporary difference arises from the initial 2. recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in jointly controlled entities, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to undistributed profits in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date and reflect the tax consequences that would follow from the manner in which the entity expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred income taxes relating to temporary differences that are in equity are recognized in equity. Deferred income tax assets and deferred income tax liabilities of the same taxable entity related to the same taxation authority are offset. (n) Furniture and equipment Furniture and computer equipment are stated at cost less accumulated depreciation and accumulated impairment in value, if any. Depreciation is recorded on a straight-line basis over the following expected useful lives: Furniture and equipment Computer hardware Management information systems 5 years 3 to 5 years 5 to 10 years Leasehold improvements Lease term plus first renewal, if renewal is reasonably assured (o) Intangible assets The Trust’s intangible assets comprise its management information systems and computer application software that is initially recognized at cost and amortized over its estimated useful life (5-10 years) on a straight-line basis. The cost of self-built management information systems and software includes the cost of materials, direct labour, and interest expense. Capitalization ceases and depreciation commences once the asset is in the location and condition necessary for it to be capable of operating in the manner intended by management. Non-refundable sales commissions paid with respect to the sale of inventory property, where it is probable that future economic benefits will flow to the Trust and the asset can be measured reliably, are accounted for as an intangible asset. No amortization prior to the recognition of revenue is recognized but rather a charge to net earnings occurs when the revenue associated with the sale is recognized. RioCan pays certain upfront non-refundable selling commissions with respect to its sale of residential condominium units at its development located in Toronto, Ontario at the northeast corner of Yonge and Eglinton. (p) Cash and cash equivalents Cash and cash equivalents comprise cash and short term investments with original maturities of three months or less. (q) Provisions Provisions are recognized when the Trust has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where the Trust expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in net earnings, net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost. 141 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (r) Foreign currency translation These consolidated financial statements are presented in Canadian dollars, which is the functional and presentation currency of the Trust. Assets and liabilities of operations having a functional currency other than Canadian dollars are translated at the rate of exchange at the balance sheet date. Revenues and expenses are translated at average rates for the period, unless exchange rates fluctuated significantly during the period, in which case the exchange rates at the dates of the transaction are used. The resulting foreign currency translation adjustments are recognized in OCI. Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the date of the transactions. At the end of each reporting period, foreign currency denominated monetary assets and liabilities are translated to the functional currency using the prevailing rate of exchange at the balance sheet date. Gains and losses on translation of monetary items are recognized in the consolidated statement of earnings in general and administrative expense, except for those related to monetary liabilities qualifying as hedges of the Trust’s investment in foreign operations or certain inter-company loans to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future, which are included in OCI. On the disposal of a foreign operation, the exchange differences relating to that foreign operation that have been recognized in OCI and accumulated in the separate component of equity are recognized in profit or loss when the gain or loss on disposal is recognized. (s) Employee future benefits The Trust operates a defined contribution pension plan and three defined benefit pension plans for certain employees. The Trust expenses its required contributions to the defined contribution pension plan. The cost of providing benefits under the defined benefit plans is determined separately for each plan. Actuarial gains and losses for the defined benefit plans are recognized in full in the period in which they occur in OCI. Such actuarial gains and losses are also immediately recognized in retained earnings and are not reclassified to profit or loss in subsequent periods. The past service costs are recognized as an expense on a straight-line basis over the average period until the benefits become vested. If the benefits have already vested, immediately following the introduction of, or changes to, a pension plan, past service costs are recognized immediately. The defined benefit asset or liability comprises the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less unamortized past service costs and less the fair value of plan assets out of which the obligations are to be settled. (t) Change in accounting policy The Trust has applied certain interpretations and amendments that required restatement of previous financial statements. On January 1, 2014, the Trust adopted the following IFRS standards as described below. IFRIC Interpretation 21, Levies (IFRIC 21) IFRIC 21 was issued by the IASB in May 2013 and provides guidance on accounting for levies in accordance with the requirements of IAS 37, Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 is effective for annual periods commencing on or after January 1, 2014 and is applied retrospectively. IFRIC 21 clarifies that an entity recognizes a levy liability when the activity that triggers payment occurs, as identified by the relevant legislation. It also clarifies that a levy liability is accrued ratably over a reporting period only if the activity that triggers payment occurs over such period, in accordance with the relevant legislation. For a levy that is triggered upon reaching a minimum threshold, the interpretation clarifies that no liability should be recognized before the specified minimum threshold is reached. Property taxes are charged by a government in accordance with legislation and are based on underlying property value. As such, property taxes are within the scope of IFRIC 21. In the majority of the US municipalities in which the Trust operates (other than in the State of Pennsylvania), the obligating event for property taxes is ownership of the property on January 1st of the year for which the tax is imposed. A person (or entity) is not relieved of this obligation because it no longer owns the property or changes its use during the period. As a result, the full liability to pay annual property and related expenses for these US jurisdictions has been recorded in the Trust's Consolidated Financial Statements as at and for the years ended December 31, 2014 and 2013. Property tax legislation in various jurisdictions in Canada do not clearly define a single obligating event that gives rise to a liability to pay annual property taxes. As such, at any date within the year, the only amount of property taxes that an owner can reasonably estimate they are liable for is a pro rata estimate of annual property taxes based on the number of days of ownership. Ratable recognition of property taxes in Canada, therefore, continues to be appropriate under IFRIC 21. Prior to the adoption of IFRIC 21, the Trust recorded all property taxes ratably over the relevant reporting periods to match the timing around which operating costs were recovered from tenants. Adoption of IFRIC 21 did not result in an impact to net earnings because the Trust recorded an offsetting fair value adjustment in consideration of the fact that the fair value of a property is adjusted for prepaid property taxes between a buyer and seller on property transactions. The adoption of IFRIC 21 has no impact to the Trust's current and prior period consolidated balance sheets and statements of earnings as at and for the years ended December 31, 2014 and 2013. Adoption of IFRIC 21 also did not result in any 142 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 impact to fair value gains and losses on investment property or revenue on a full year basis due to the reversal of all accrued property taxes within the reporting period. IAS 17, Leases (IAS 17) In March 2014, the IFRS Interpretations Committee ("IFRIC") issued a decision related to the meaning of "incremental costs" within the context of IAS 17. The IFRIC determined that internal costs, such as salary costs of full-time staff involved in negotiating and arranging new leases, do not qualify as incremental costs within the context of IAS 17 and, therefore, should not be capitalized as initial direct leasing costs. The Trust has recorded the associated expense as leasing costs, which are reported as a separate line on the consolidated statement of earnings. The resulting impact of adoption of IAS 17 interpretative guidance to the Trust's current and prior period consolidated statements of earnings are as follows: • For the year ended December 31, 2014, recognition of leasing costs of $11 million (year ended December 31, 2013 - $8 million increase in leasing costs) and an $11 million increase in net fair value gains on investment properties (year ended December 31, 2013 - $8 million increase in fair value gains). There is no impact to net earnings in either the current or prior period. The Trust records the associated expense as leasing costs, which is reported as a separate line on the consolidated statements of earnings. (u) Future changes in accounting policies RioCan monitors the potential changes proposed by the IASB and analyzes the effect that changes in the standards may have on its operations. Standards issued but not yet effective up to the date of issuance of these Consolidated Financial Statements are described below. This description is of the standards and interpretations issued, that the Trust reasonably expects to be applicable at a future date. The Trust intends to adopt these standards when they become effective. IFRS 9, Financial Instruments (IFRS 9) In July 2014, the IASB issued the final version of IFRS 9, which reflects all phases of the financial instruments project and replaces IAS 39, Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment, and hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. The adoption of IFRS 9 may have an effect on the classification and measurement of RioCan's financial assets, but no impact on the classification and measurement of its financial liabilities. IFRS 15, Revenue from Contracts with Customers (IFRS 15) IFRS 15 was issued in May 2014 and establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach to measuring and recording revenue. The new revenue standard is applicable to all entities and will supersede all current revenue recognition requirements under IFRS. Either a full or modified retrospective application is required for annual periods beginning on or after January 1, 2017, with early adoption permitted. RioCan is currently assessing the impact of IFRS 15 and intends to adopt the new standard on the required effective date. 4. Investment Properties Income properties Properties under development Properties held for resale December 31, 2014 December 31, 2013 $ $ 13,254 $ 706 80 14,040 $ 12,433 583 46 13,062 143 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Income properties For the year ended December 31, 2014 Balance, beginning of year Acquisitions (i) Capital expenditures Tenant installation costs Dispositions Transfers from properties under development Transfers to properties under development Fair value gains, net Foreign currency translation gain Straight line rent Other changes Balance, end of year Canada 10,379 139 26 24 (52) 363 (75) 26 — 11 (1) US 2,054 42 2 6 — — — 114 192 2 2 Total 12,433 181 28 30 (52) 363 (75) 140 192 13 1 $ 10,840 $ 2,414 $ 13,254 (i) Excluded from acquisitions is the Trust's purchase of the remaining 40% interest in a fully consolidated income property during the year. For the year ended December 31, 2013 Balance, beginning of year Acquisitions Reclassification on dissolution of equity accounted investments Capital expenditures Tenant installation costs Dispositions Transfers from properties under development Transfers to properties under development Fair value gains, net Foreign currency translation gain Straight line rent Other changes Balance, end of year Properties under development For the year ended December 31, Canada (i) Balance, beginning of year Acquisitions Development expenditures Completion of properties under development Transfers from income properties Fair value gains, net Dispositions Other Balance, end of year (i) All properties under development are in Canada. Properties held for resale Canada 10,132 US 1,146 $ Total 11,278 601 — 19 25 (599) 123 (58) 139 — (1) (2) 228 586 2 8 (110) — — 84 105 5 — 829 586 21 33 (709) 123 (58) 223 105 4 (2) $ 10,379 $ 2,054 $ 12,433 2014 Total 583 $ 172 237 (363) 75 7 (2) (3) $ 706 $ 2013 Total 440 56 141 (123) 58 6 — 5 583 $ $ $ As at December 31, 2014, properties held for resale were $80.4 million, (December 31, 2013 – $45.9 million). 144 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Investment properties held for sale Included in investment properties at December 31, 2014 are 12 investment properties held for sale with an aggregate fair value of $188.9 million (December 31, 2013 – $60.2 million), for which $21.0 million of mortgages payable are secured by such properties (December 31, 2013 – nil mortgage attached). Investment properties Included in investment properties is $110.9 million (December 31, 2013 – $97.4 million) of net rents receivable arising from the recognition of rental revenue on a straight-line basis over the lease term. Included in investment properties are finance leases on properties for which the Trust has exercised its options to purchase in 2034 and 2037. As at December 31, 2014, the fair value of these properties is $28.2 million (December 31, 2013 – $31.9 million). Included in investment properties are three properties, Albion Centre, Georgian Mall and Shoppers World Danforth, which are subject to land leases from third parties. The land lease for Georgian Mall, which expires in 2020, includes a buy-out option. The land leases for Albion Centre and Shoppers World Danforth, which both expire in 2029, do not include buy-out options. These three properties are operating leases, subject to IAS 40, Investment Property, and have been accounted for as finance leases and recorded at fair value within income properties. The fair value of these three properties is $429.1 million for the land and building (December 31, 2013 – $397.5 million) and the lease obligation is $14.0 million (December 31, 2013 – $15.6 million) and is included in accounts payable and accrued liabilities. Valuation methodology As highlighted in note 27, the fair value methodology for the Trust’s income properties, properties under development and investments in equity accounted associates and joint ventures is considered Level 3, as significant unobservable inputs are required to determine fair value. The table below summarizes the key unobservable inputs for the Trust's investment properties: Classification Valuation approach Key unobservable input Income properties Direct capitalization income approach Capitalization rate Properties under development Direct capitalization income approach Capitalization rate Properties under development - undeveloped land Direct comparison approach Comparison to market transactions for similar assets Inter-relationship between key unobservable inputs and fair value measurement There is an inverse relationship between the capitalization rate and the fair value; in other words, the higher the capitalization rates, the lower the estimated fair value. There is an inverse relationship between the capitalization rate and the fair value; in other words, the higher the capitalization rates, the lower the estimated fair value. Land value is in line with market trends. The tables below provide further details of the average capitalization rates for income properties and investments in equity accounted associates and joint ventures in aggregate (weighted based on SNOI), and ranges for each retail class. Capitalization rates are based on RioCan’s proportionate share of the SNOI and results of operations of its entire portfolio. Canadian Portfolio US Portfolio Total Weighted Average * at RioCan’s interest December 31, 2014 December 31, 2013 Weighted Average Cap. Rate* 5.77% 6.14% 5.83% Range 4.60% - 9.50% 5.30% - 7.50% 4.60% - 9.50% Weighted Average Cap. Rate* 5.81% 6.40% 5.91% Range 4.76% - 9.00% 5.50% - 7.50% 4.76% - 9.00% The fair value change in investment properties for year ended December 31, 2014 was $147 million ($229 million for the year ended December 31, 2013). 145 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 The following table provides a sensitivity analysis for the weighted average capitalization rate applied as at December 31, 2014: (in billions, except percentages) Capitalization rate sensitivity Increase (decrease) (1.00%) (0.75%) (0.50%) (0.25%) December 31, 2014 0.25% 0.50% 0.75% 1.00% * at RioCan’s interest. Weighted average capitalization rate* Fair value of investment portfolio Fair value variance % change Ratio of debt, net of cash, to total assets, net of cash 4.83% $ 5.08% $ 5.33% $ 5.58% $ 5.83% $ 6.08% $ 6.33% $ 6.58% $ 6.83% $ 16.5 $ 15.7 $ 14.9 $ 14.3 $ 13.6 $ 13.1 $ 12.6 $ 12.1 $ 11.7 $ 2.8 2.0 1.3 0.6 0.0 (0.6) (1.1) (1.5) (2.0) 20.9 % 14.8 % 9.4 % 4.5 % 0.0 % (4.1)% (7.9)% (11.4)% (14.6)% 36.7% 38.5% 40.2% 42.0% 43.8% 45.6% 47.3% 48.8% 50.7% In addition, a 1% increase or decrease in SNOI would result in an increase or decrease in portfolio fair values of $133 million, respectively. A 1% increase in SNOI coupled with a 0.25% decrease in capitalization rates would result in an increase in fair value of $752 million. A 1% decrease in SNOI coupled with a 0.25% increase in capitalization rates would result in a decrease in portfolio fair value of $689 million. 5. Mortgages and Loans Receivable Current Non-current December 31, 2014 December 31, 2013 $ $ 45 $ 91 136 $ 147 101 248 As at December 31, 2014, mortgages and loans receivable bear interest at effective and contractual rates between 0% and 7.0% per annum with a weighted average effective rate of 3.9% per annum (weighted average contractual rate of 3.9% per annum), and mature between 2015 and 2019. Future repayments are as follows: Due on demand For the period ending December 31: 2015 2016 2017 2018 2019 6. Receivables and Other Assets Contractual rents receivable Prepaid expenses and other assets Management information system Funds held in trust Fair value of interest rate swap agreements $ 16 29 51 14 21 5 $ 136 December 31, 2014 Non- current Total Current December 31, 2013 Non- current Total — $ 52 $ 35 $ — $ 18 27 21 — 273 27 21 — 31 — — — 13 18 38 1 35 44 18 38 1 $ Current 52 $ 255 — — — $ 307 $ 66 $ 373 $ 66 $ 70 $ 136 Contractual rents receivable, including both billed and accrued amounts, are non-interest bearing and are generally on 30-90 day terms. Prepaid expenses and other assets mainly comprise prepaid property taxes, available-for-sale investments and office furniture and equipment. 146 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 7. Mortgages Payable and Lines of Credit Mortgages payable and lines of credit are made up of the following: Fixed rate mortgages Floating rate mortgages Floating rate operating lines Construction financing and other floating rate facilities Current Non-current December 31, 2014 December 31, 2013 $ $ $ $ 4,090 $ 260 121 116 4,587 $ 795 3,792 4,587 $ $ 4,033 389 68 22 4,512 413 4,099 4,512 Future repayments of mortgages payable and lines of credit are as follows: For the periods ending December 31: Weighted average contractual interest rate Scheduled principal amortization Principal maturities Total repayments 2015 2016 2017 2018 2019 Thereafter 4.11% $ 77 $ 718 $ 4.47% 3.60% 3.84% 3.97% 4.92% 65 53 40 33 40 633 926 588 333 1,070 Contractual obligations 4.22% $ 308 $ 4,268 $ Unamortized differential between contractual and market interest rates on liabilities assumed at the acquisition of properties Unamortized debt financing costs $ 795 698 979 628 366 1,110 4,576 25 (14) 4,587 As at December 31, 2014, $11.3 billion of investment properties serves as security for RioCan's mortgages payable and floating rate credit facilities (December 31, 2013 - $11.0 billion), of which $9.1 billion is associated with investment properties in Canada (December 31, 2013 - $9.1 billion) and $2.2 billion is associated with investment properties in US (December 31, 2013- $1.9 billion). Mortgages Payable As at December 31, 2014, mortgages payable bear interest at a weighted average effective rate of 4.46% per annum (weighted average contractual rate of 4.34%% per annum) and mature between 2014 and 2034. The weighted average effective rates for fixed and floating rate mortgages payable are as follows: Fixed rate Floating rate Total December 31, 2014 December 31, 2013 4.61% 1.96% 4.46% 4.79% 2.09% 4.55% As at December 31, 2014, US dollar denominated mortgages amounted to US$1.2 billion (December 31, 2013 – US$1.3 billion). Lines of Credit As at December 31, 2014, RioCan had five revolving lines of credit in place with five Canadian Schedule I financial institutions, having an aggregate capacity of $718 million (December 31, 2013 - $535 million). 147 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 The following table summarizes the details of the Trust’s secured lines of credit as at December 31, 2014: Amounts drawn Facility maximum loan amount (i) Cash advances Letters of credit Available to be drawn Interest rates $ 250 (i) $ 77 $ 10 $ 130 (i) 185 (i) 75 (i) 78 (i) — — — 45 19 — — — 1 2 3 4 5 163 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 111 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 183 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 75 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% 33 CDN$ advances – prime plus 0.25% per annum or Bankers’ Acceptance plus 1.25%; US$ advances – US$ Base Rate plus 0.25% per annum or US$ LIBOR plus 1.25% Maturity November 2016 (ii) June 2017 (ii) December 2016 (ii) June 2017 (ii) December 2015 $ 718 $ 122 $ 29 $ 565 (i) Secured by charges against certain income properties. Should the aggregate agreed values for lending purposes of such properties fall to a level that would not support a borrowing of the maximum loan amount, RioCan has the option to provide substitute income properties as additional security. (ii) Subject to meeting certain conditions, these loans can be extended for a further year on same terms and conditions. Net current liabilities Cash and cash equivalents Receivables and other assets (note 6) Mortgages and loans receivable (note 5) Current assets Accounts payable and accrued liabilities (note 10) Debentures payable (note 8) Net current assets before the under noted Mortgages payable and lines of credit (note 7) Net current liabilities 8. Debentures Payable December 31, 2014 December 31, 2013 $ $ 56 $ 307 45 408 275 116 17 795 (778) $ 39 50 147 236 232 — 4 413 (409) As at December 31, 2014, $1,741 of the debentures payable, net of unamortized debt financing costs, is non-current (December 31, 2013 – $1,447). The Trust has the following series of senior unsecured debentures outstanding as at December 31, 2014: Series N (i) O P S Q U R V T I Principal amount 116 225 150 250 175 150 250 250 200 100 1,866 $ $ Maturity date September 21, 2015 January 21, 2016 March 1, 2017 March 5, 2018 June 28, 2019 June 1, 2020 December 13, 2021 May 30, 2022 April 18, 2023 February 6, 2026 Coupon rate 4.10% 4.50% 3.80% 2.87% 3.85% 3.62% 3.72% 3.75% 3.73% 5.95% Interest payment frequency Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual (i) US dollar denominated $100 million debenture. The debentures have covenants relating to RioCan’s leverage limit of up to 60% of aggregate assets as set out in the Trust’s Declaration, the maintenance of a $1.0 billion Adjusted Book Equity (as defined in the debenture), and maintenance of an interest coverage ratio of 1.65 times or greater. There are no requirements under the unsecured debenture covenants for RioCan to maintain unencumbered assets. RioCan has the right, at any time, to convert the Series I debentures to mortgage debt, subject to the 148 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 acceptability of the security given to the debenture holders. In such an event, the covenants relating to the 60% leverage limit, minimum book equity and interest coverage ratio would be eliminated for those debentures. On January 23, 2014, the Trust issued $150 million of of Series U senior unsecured debentures, which mature on June 1, 2020 and carry a coupon rate of 3.62%. These debentures are subject to the same covenants as the above noted outstanding debentures, with the exception of Series I, which has an additional provision as discussed above. Debenture issuance costs were approximately $1.1 million. On May 30, 2014, the Trust issued $150 million of Series V debentures. During the third quarter on August 8, 2014, the Trust issued an additional $100 million Series V debentures, resulting in an aggregate of $250 million of Series V debentures outstanding. The Series V debentures carry a coupon rate of 3.75%, mature on May 30, 2022 and are subject to the same covenants as the above noted outstanding debentures, with the exception of Series I, which has an additional provision as discussed above. Debenture issuance costs were approximately $2.0 million. Subsequent to December 31, 2014, the Trust issued an additional $300 million of Series W senior unsecured debentures and issued notices of redemptions to holders of its US$100 million Series N and $225 million Series O senior unsecured debentures. For further details, see note 33. As at December 31, 2014, debentures payable bear interest at a weighted average effective rate of 4.11% per annum (contractual rate of 3.86% per annum). Future repayments are as follows: For the year ending December 31: 2015 2016 2017 2018 2019 Thereafter Contractual obligations Unamortized debt financing costs 9. Income Taxes Weighted average contractual interest rate Principal maturities 4.10% $ 4.50% 3.80% 2.87% 3.85% 3.95% $ 116 225 150 250 175 950 1,866 (9) 1,857 The Trust qualifies as a REIT for Canadian income tax purposes. The Trust expects to distribute all of its taxable income to unitholders and is entitled to deduct such distributions for income tax purposes. Accordingly, no provision for Canadian current income tax payable is required, except for amounts incurred in its incorporated Canadian subsidiaries. The Trust’s US subsidiary qualifies as a REIT for US income tax purposes. The subsidiary expects to distribute all of its US taxable income (if any) to Canada and is entitled to deduct such distributions for US income tax purposes. Accordingly, no provision for US current income tax payable is required. Where an entity does not qualify as a REIT for Canadian income tax purposes, certain distributions will not be deductible by that entity in computing its income for Canadian tax purposes. As a result, the entity will be subject to tax at a rate substantially equivalent to the general corporate income tax rate on distributed taxable income. Distributions paid in excess of taxable income will continue to be treated as a return of capital to unitholders. Undistributed taxable income is subject to the top marginal personal tax rate. The Trust consolidates certain wholly-owned incorporated entities that remain subject to tax. The tax disclosures and expense relate only to these entities. The components of deferred tax assets on the consolidated balance sheets are as follows: Tax effected temporary differences between accounting and tax basis of: Intangibles and other Deferred tax assets December 31, 2014 December 31, 2013 $ $ 9 $ 9 $ 9 9 149 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 10. Accounts Payable and Accrued Liabilities Property operating costs Development costs Other capital expenditures Fair value of contingent consideration Interest on mortgages and debentures payable Distributions to unitholders payable Deferred revenue Tenant installation costs Incentive compensation Unfunded employee future benefits (note 31) Fair value of Trustee equity unit plans (note 12) Fair value of interest rate swap agreements Finance lease obligation Other 11. Unitholders' Equity Common trust units December 31, 2014 December 31, 2013 Current Non- current Total Current Non- current Total $ 85 $ 18 $ 103 $ 75 $ 16 $ 76 4 1 31 37 18 12 9 — — — — 2 — — — — — 26 — — 13 3 16 14 — 76 4 1 31 37 44 12 9 13 3 16 14 2 36 15 3 29 36 15 12 8 — — — — 3 — — — — — 15 — — 10 2 8 16 — 91 36 15 3 29 36 30 12 8 10 2 8 16 3 $ 275 $ 90 $ 365 $ 232 $ 67 $ 299 The Trust is authorized to issue an unlimited number of common units. The common units are entitled to distributions as and when declared by the Board and on liquidation to a pro rata share of the residual net assets remaining after the preferential claims thereon of debt holders and preferred unitholders. As the Trust is a closed end trust, the units are not puttable. The units issued and outstanding are as follows: For the year ended December 31, 2014 Units (in thousands) 2013 Units (in thousands) $ Units outstanding, beginning of period 304,075 4,241 300,099 Units issued: Public offerings Distribution reinvestment plan Direct purchase plan Unit option plan Common trust units repurchased and cancelled Value associated with unit options granted Unit issue costs Units outstanding, end of period 4,800 4,738 42 2,331 — — — 126 121 1 49 — 5 (6) — 4,365 53 476 (918) — — $ 4,130 — 110 1 8 (13) 5 — 315,986 4,537 304,075 4,241 Included in units outstanding are exchangeable limited partnership units of three limited partnerships that are subsidiaries of the Trust (the LP units), which were issued to vendors as partial consideration for income properties acquired by RioCan (December 31, 2014 – 1.138 million units; December 31, 2013 – 1.773 million units). RioCan is the general partner of the limited partnerships. The LP units are entitled to distributions equivalent to distributions on RioCan units, and are exchangeable for RioCan units on a one-for-one basis at any time at the option of the holder. Public Offering On November 24, 2014, RioCan issued an aggregate of 4.8 million common trust units at a price of $26.25 per unit for aggregate gross proceeds of $126 million. Unit issue costs associated with the offering were approximately $5 million. Normal Course Issuer Bid On July 25, 2013, RioCan announced the TSX approval of its notice of intention to make a normal course issuer bid (NCIB) for a portion of its Units as appropriate opportunities arise from time to time. RioCan’s NCIB will be made in accordance with the requirements of the TSX. Under the NCIB, RioCan may acquire up to a maximum of 15,039,156 of its Units, or approximately 5% of its issued and outstanding Units as at July 19, 2013, for cancellation over the 12 months commencing on or about August 3, 2013 until August 2, 2014. On August 5, 2014, the TSX accepted the Trust 's filed notice to renew its NCIB program. The new 150 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 NCIB program commenced on August 7, 2014 and will terminate on August 6, 2015, or until such earlier date on which authorized purchases under the NCIB have been completed. The number of Units that can be purchased pursuant to the bid is subject to a current daily maximum of 107,172 Units (which is equal to 25% of 428,691, being the average daily trading volume from February 2014 through to July 31, 2014), subject to RioCan’s ability to make one block purchase of Units per calendar week in excess of such limits. RioCan intends to fund the purchases out of its available cash and undrawn credit facilities. Purchases are made at market prices through the facilities of the Exchange. Unit Purchases and Cancellations During the year ended December 31, 2013, the Trust acquired and cancelled 917,700 units at a weighted average price of $24.04 per unit, for a total cost of $22.1 million. The excess of the purchase price over the book value of the units purchased was recorded as a charge to cumulative earnings amounting to $9.3 million. During the year ended December 31, 2014, no unit were acquired and cancelled by the Trust. Preferred trust units The Trust is authorized to issue 50 million preferred units. Series A In 2011, the Trust issued a total of 5 million perpetual Cumulative Rate Reset Preferred Trust Units, Series A (the Series A Units) for aggregate gross proceeds of $125 million ($120 million, net of issue costs). The Series A Units pay a cumulative distribution yield of 5.25% per annum, payable quarterly, as and when declared by the Board of Trustees of RioCan, for the initial five-year period ending March 31, 2016. The distribution rate will be reset on March 31, 2016 and every five years thereafter, at a rate equal to the then five-year Government of Canada bond yield plus 2.62%. The Series A Units are redeemable by RioCan, at its option, on March 31, 2016 and on March 31 of every fifth year thereafter. Holders of Series A Units have the right to reclassify all or any part of their units as perpetual Cumulative Floating Rate Preferred Trust Units, Series B (the Series B Units), subject to certain conditions, on March 31, 2016 and on March 31 of every fifth year thereafter. Holders of Series B Units will be entitled to receive a cumulative quarterly floating distribution at a rate equal to the then 90-day Government of Canada Treasury Bill yield plus 2.62%, as and when declared by the Board of Trustees of RioCan. Holders of Series B Units will have the right to reclassify all or part of their units as Series A Units on March 31, 2021 and on March 31 of every fifth year thereafter. Series C In 2011, the Trust issued an aggregate of 5.98 million Cumulative Rate Reset Preferred Trust Units, Series C (the Series C Units) for aggregate gross proceeds of $149.5 million ($145 million, net of issue costs). The Series C Units pay a fixed cumulative distribution yield of 4.70% per annum, payable quarterly, as and when declared by the Board of Trustees of RioCan, for the initial approximate five and a half-year period ending June 30, 2017. The distribution rate will be reset on June 30, 2017 and every five years thereafter at a rate equal to the then five-year Government of Canada bond yield plus 3.18%. The Series C Units are redeemable by RioCan, at its option, on June 30, 2017 and on June 30 of every fifth year thereafter. Holders of Series C Units have the right to reclassify all or any part of their units as Cumulative Floating Rate Preferred Trust Units, Series D (the Series D Units), subject to certain conditions, on June 30, 2017 and on June 30 of every fifth year thereafter. Holders of Series D Units will be entitled to receive a cumulative quarterly floating distribution at a rate equal to the then 90-day Government of Canada Treasury Bill yield plus 3.18%, as and when declared by the Board of Trustees of RioCan. Holders of Series D Units will have the right to reclassify all or part of their units as Series C Units on June 30, 2022 and on June 30 of every fifth year thereafter. The Series A Units and the Series C Units will rank equally with each other and with the outstanding Series B Units and the Series D Units into which they may be reclassified. Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) as at and for the year ended December 31, 2014 consists of the following amounts: Unrealized gain (loss) Interest rate swap agreements Translation of foreign operations Available- for-sale investments Actuarial gain (loss) on pension As at December 31, 2013 Other comprehensive income (loss) As at December 31, 2014 $ $ (7) $ (7) (14) $ 24 $ 79 103 $ 1 $ 26 27 $ — $ (2) (2) $ Total 18 96 114 151 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 12. Unit-based Compensation Plans Incentive unit option plan As at December 31, 2014, the Trust’s incentive unit option plan (the plan) provides for option grants to a maximum of 29.2 million units. As at December 31, 2014, up to 17.1 million unit options have been granted and exercised, 8.8 million unit options have been granted and remain outstanding and 3.3 million unit options remain available for grant. The exercise price for each option is equal to the volume weighted average trading price of the units on the TSX for the five trading days immediately preceding the dates of grant except for those options granted prior to May 27, 2009, which have an exercise price equal to the closing price of the units on the date prior to the day the option was granted. An option’s maximum term is ten years. All options granted after December 31, 2003 vest at 25% per annum commencing on the first anniversary of the grant date, and become fully vested after four years. The following are summaries of the Trust's total outstanding options and related exercise price ranges of units granted under the plan: For the year ended December 31, Options Outstanding, beginning of year Granted Exercised Forfeited or cancelled Outstanding, end of year Options exercisable at end of year Weighted average fair value per unit of options granted during the year 2014 2013 Units (in thousands) Weighted average exercise price Units (in thousands) Weighted average exercise price 9,704 $ 2,171 (2,331) (762) 8,782 $ 4,402 $ $ 24.01 27.29 21.21 27.04 25.30 23.60 3.22 8,376 $ 2,035 (476) (231) 9,704 $ 5,168 $ $ 22.84 27.50 17.48 25.80 24.01 22.22 3.53 For the year ended December 31, 2014 Outstanding Options Vested Options Exercise Price Range ($/unit) 12.15 to 21.16 21.17 to 24.93 24.94 24.95 to 26.53 26.54 26.55 to 27.50 27.51 to 27.69 Number of Common Shares Issuable (in thousands) Weighted Average Exercise Price per Common Share Weighted Average Remaining Life (years) Number of Common Shares Issuable (in thousands) Weighted Average Exercise Price per Common Share 1,278 $ 610 $ 775 $ 825 $ 1,602 $ 1,831 $ 1,861 $ 8,782 $ 18.60 23.28 24.94 25.54 26.54 27.32 27.56 25.30 4.0 5.5 6.4 2.3 8.0 8.1 9.1 6.8 1,278 $ 481 $ 566 $ 819 $ 563 $ 576 $ 119 $ 4,402 $ 18.60 23.13 24.94 25.54 26.54 27.27 27.69 23.60 152 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 For the year ended December 31, 2013 Outstanding Options Vested Options Exercise Price Range ($/unit) 12.15 to 21.16 21.17 to 24.93 24.94 24.95 to 26.53 26.54 26.55 to 27.50 27.51 to 27.69 Number of Common Shares Issuable (in thousands) Weighted Average Exercise Price per Common Share Weighted Average Remaining Life (years) Number of Common Shares Issuable (in thousands) Weighted Average Exercise Price per Common Share 2,480 $ 1,319 $ 1,025 $ 1,025 $ 1,365 $ 2,015 $ 475 $ 9,704 $ 18.78 22.78 24.94 25.70 26.54 27.34 27.69 24.01 4.8 4.6 7.4 3.3 8.5 9.1 9.2 6.5 2,123 $ 1,061 $ 507 $ 1,013 $ 341 $ 123 $ — $ 5,168 $ 18.78 22.53 24.94 25.70 26.54 27.03 — 22.22 The Trust accounts for the plan using the fair value method, under which compensation expense for each tranche of an award is measured at the grant date and recognized over the vesting period. Unit-based compensation expense and assumptions utilized in the calculation thereof using the Black Scholes option valuation model are as follows: (units in thousands) Unit-based compensation expense Unit options granted Unit option holding period (years) Weighted average volatility rate Weighted average distribution yield Weighted average risk free interest rate Trustees’ restricted equity unit plan For the year ended December 31, 2014 4 $ $ 2,171 5.5 - 7 23.5% 5.2% 2.0% 2013 5 2,035 5.5 - 7 25.2% 5.1% 1.8% The Trustees’ restricted equity unit plan provides for an allotment of restricted equity units (REUs) to each non-employee trustee (member). The value of REUs allotted appreciates or depreciates with increases or decreases in the market price of the Trust’s units. Members are also entitled to be credited with REUs for distributions paid in respect of units of the Trust based on an average market price of the units as defined by the plan. REUs vest and are settled three years from the date of issue by a cash payment equal to the number of vested REUs credited to the member based on an average market price of the Trust’s units at the settlement date. As at December 31, 2014, accounts payable and accrued liabilities include accrued compensation costs relating to the REUs of $1.5 million (December 31, 2013 – $1.7 million). Effective May 28, 2014, this plan has been replaced by the Trustees' deferred equity unit plan as the form of unit-based incentive compensation to Trustees as discussed below. Trustees’ deferred equity unit plan On May 28, 2014, the Board of Trustees approved the adoption of a deferred unit plan for non-employee Trustees of the Trust (“Participants”) to further align the interests of the Trustees of RioCan and its unitholders. Participants may be awarded deferred units, each of which are economically equivalent to one unit, from time to time at the discretion of the Board of Trustees upon recommendation from management, subject to a maximum annual grant not to exceed that number of deferred units which is $150,000 divided by the average market price of a Unit on the award date. Participants may also elect to receive up to 100% of his or her annual retainer and meeting fees for a calendar year otherwise payable in cash in the form of deferred units. As at December 31, 2014, accounts payable and accrued liabilities include accrued costs relating to deferred equity units of $1.2 million (December 31, 2013 - nil). New executive compensation plan In April 2014, the Trust issued a new incentive compensation plan effective January 1, 2015 for senior executives. The new plan is disclosed in the Trust's 2014 Management Information Circular. RioCan does not expect that the new plan will have a material impact on its consolidated financial results. 153 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 13. Distributions to Unitholders RioCan currently qualifies as a mutual fund trust and a REIT for income tax purposes. RioCan intends, but is not contractually obligated, to distribute all of the Trust’s taxable income to unitholders in each year, as calculated in accordance with the Act after all permitted deductions under the Act have been taken. Total distributions declared to unitholders are as follows: For the year ended December 31, 2014 2013 Common Unitholders Preferred Unitholders – Series A Preferred Unitholders – Series C Total Distributions Distributions per unit Total Distributions Distributions per unit $ $ $ 434 $ 7 $ 7 $ 1.4100 $ 1.3125 $ 1.1750 $ 426 $ 7 $ 7 $ 1.4100 1.3125 1.1750 On February 6, 2015, RioCan paid a distribution of 11.75 cents per unit for the month of January 2015 to common unitholders of record as at January 30, 2015. 14. Rental Revenue For the year ended December 31, Base rent Straight-line rent Common area maintenance recoveries Realty tax recoveries Percentage rent Lease cancellation fees Rental revenue 15. Property Operating Costs - Recoverable Under Tenant Leases For the year ended December 31, Realty tax Common area maintenance (i) 2014 $ 788 $ 10 163 232 6 5 2013 737 6 149 214 5 10 $ 1,204 $ 1,121 2013 (restated - note 2) 2014 $ $ 244 $ 162 406 $ 225 151 376 (i) Includes salaries and benefits for the year ended December 31, 2014 of $64 million ($57 million the year ended December 31, 2013). 16. Fees and Other Income For the year ended December 31, Property and asset management fees earned from co-ownerships, partners and other Dividends earned on available-for-sale investments 2014 2013 $ $ 16 $ 6 22 $ 17 — 17 154 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 17. Subsidiaries and Joint Arrangements Subsidiaries The following are the significant subsidiaries of the Trust: Equity Ownership Interest Country of Incorporation December 31, 2014 December 31, 2013 RioCan Management (BC) Inc. RioCan Management Inc. RioCan (KS) Management LP RioCan Management Beneficiary Trust RioCan Yonge Eglinton LP RioCan (Festival Hall) Trust Timmins Square Limited Partnership Shoppers World Brampton Investment Trust RioCan Realty Investments Partnership Four LP RioCan Realty Investments Partnership Seven LP RioCan Realty Investments Partnership Nine LP RioCan Realty Investments Partnership Ten LP RioCan (GH) Limited Partnership RioCan Property Services Trust RioCan White Shield Limited Partnership (i) RioCan (GTA Marketplace) LP RC REIT Limited Partnership Trust RioCan Holdings USA Inc. RC Northeast Partnership LP RC/RioCan Timber Creek Holdings LP RC Dunhill LP RC Sterling LP RC Sterling II LP RC/Dunhill LCV Arbor Holdings LP RioCan America Management LP RioCan USA Subsidiary Inc. RC (RP) I LP RC/Dunhill Louetta Holdings LP RioKim USA LP Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada US US US US US US US US US US US US 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% 100% 100% 100% 100% 100% 100% 60% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% (i) On February 3, 2014, the Trust acquired an additional 40% equity interest in RioCan White Shield Limited Partnership from its partner, Trinity by purchasing all 8 million of Trinity's Class C LP units for $11 million. Joint Arrangements and Associates The Trust has investments in certain joint ventures that are structured using entities that separate the investor and the investee. As a result, the Trust only has rights to and is liable for the net assets of the investee for these joint ventures. The following tables summarize the financial information of Dawson Yonge LP (Canada) (Dawson JV), RioKim Montgomery JV LP (Texas) (Montgomery JV), WhiteCastle New Urban Fund, LP (WCNUF) and WhiteCastle New Urban Fund 2, LP (WCNUF 2), which are the Trust's four associates and joint ventures that are accounted for using the equity method as at December 31, 2014. RioCan has a 40%, 80%, 14.2%, and 19.3% equity ownership interest in Dawson JV, Montgomery JV, WCNUF and WCNUF 2, respectively. 155 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 The following table details the changes in the Trust's investment in its joint ventures and associates: For the year ended December 31, Equity investment as at January 1, Contributions to joint ventures (i) Reclassification on dissolution of equity accounted investments (ii) Share of net income from joint ventures and associates Distributions from joint ventures and associates Other (iii) Equity investment as at December 31 2014 36 4 — 13 (1) 11 63 2013 321 30 (328) 32 (19) — 36 (i) $30 million in contributions pertaining to 2013 primarily relates to the funding of mortgage principal and loan repayments on certain properties during the year. The 2014 contribution activity relates to the funding of earn out settlements for Montgomery Plaza. (ii) On October 1, 2013, RioCan completed the dissolution of its joint venture arrangements with its Texas partners, RPAI and Dunhill. (iii) Reclassification of WCNUF and WCNUF 2 from Other asset into Investment in associates. The following tables also reconcile the summarized financial information to the carrying amount of the Trust’s interest in these joint ventures and associates: As at December 31, Current assets Non-current assets Current liabilities Non-current liabilities Net assets at 100% Investments in equity accounted joint ventures and associates For the year ended December 31, Revenue Expenses Fair value gain Interest expense Net earnings and total comprehensive income @ 100% Share of net earnings in equity accounted joint ventures and associates 18. Interest Expense 2014 2013 16 226 17 92 133 63 10 (4) 13 (2) 17 13 6 95 (8) (41) 52 36 64 (21) 15 (14) 44 32 For the year ended December 31, 2014, interest was capitalized to properties under development based on a weighted average interest rate of 4.5% (for the year ended December 31, 2013 – 4.7%) as follows: For the year ended December 31, Total interest Less: Interest capitalized to properties under development 19. General and Administrative For the year ended December 31, Salaries and benefits Unit based compensation expense Information technology costs Public company costs Professional fees Depreciation and amortization Other Total general and administrative 2014 267 $ 32 235 $ 2013 255 21 234 $ $ 2014 2013 (restated - note 2) $ 22 $ 21 4 4 6 5 4 7 5 2 6 4 2 5 $ 52 $ 45 Other general and administrative expenses include travel, occupancy, donations, advertising, promotion and marketing costs. 156 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 20. Transaction and Other Costs For the year ended December 31, 2014, transaction and other costs include property disposition and demolition costs totalling $6 million (year ended December 31, 2013 - $9 million). 21. Segmented Information The Trust operates in the shopping centre segment of the real estate industry in both Canada and the US. As at December 31, 2014, the Trust’s portfolio comprises 340 retail properties, including 15 under development. The Trust’s portfolio of 48 US grocery anchored and new format retail centres (December 31, 2013 – 47) comprise 47 directly owned centres and one centre owned through a joint operation with Kimco Realty Corporation. No single tenant accounts for 5% or more of the Trust’s consolidated rental revenue. The following summary presents segmented financial information by geographic location, which is consistent with the manner in which management currently evaluates operating segment performance. Net earnings by reportable segment for the year ended December 31, 2014 is as follows: Rental revenue Property operating costs Recoverable under tenant leases Non-recoverable from tenants Operating income Other income Fees and other Interest Share of net earnings in equity accounted associates and joint ventures Fair value gains on investment property, net Other expenses Interest General and administrative Leasing costs Transaction and other costs Earnings before income taxes Net earnings Canada US Eliminations (i) $ 1,007 $ 197 $ — $ Total 1,204 354 15 369 638 20 45 1 33 99 194 48 9 5 256 481 $ 481 $ $ $ 52 10 62 135 8 — 12 114 134 79 4 2 1 86 183 $ 183 $ — (6) (6) 6 (6) (38) — — (44) (38) — (38) — $ — $ 406 19 425 779 22 7 13 147 189 235 52 11 6 304 664 664 (i) Represents $38 million of inter-segment loan interest and $6 million of inter-segment fees. The carrying value of real estate investments and capital expenditures as at December 31, 2014 is as follows: Real estate investments Income properties Properties under development Properties held for resale Total assets Total liabilities Capital expenditures (i) Represents inter-segment loans of $383 million (US$331 million). Canada US Eliminations (i) Total $ 10,840 $ 2,414 $ — $ 13,254 706 80 — — $ 11,626 $ 2,414 $ $ 12,535 $ 2,525 $ $ $ 5,811 $ 1,381 $ 279 $ 12 $ — — — $ (383) $ (383) $ — $ 706 80 14,040 14,677 6,809 291 157 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Net earnings by reportable segment for the year ended December 31, 2013 is as follows: Rental revenue Property operating costs Recoverable under tenant leases Non-recoverable from tenants Operating income Other income Fees and other income Interest Share of net earnings in equity accounted joint ventures Fair value gains on investment property, net Other expenses Interest General and administrative Leasing costs Transaction and other costs Expense for early redemption of debentures Earnings before income taxes Deferred income tax expense Net earnings (i) Represents inter-segment loan interest. Canada US Eliminations (i) $ 997 $ 124 $ — $ Total 1,121 344 16 360 637 17 57 1 140 215 206 40 8 8 12 274 32 — 32 92 — — 31 89 120 71 5 — 1 — 77 $ $ $ 578 $ (1) $ 578 $ 135 $ — $ 135 $ — — — — — (43) — — (43) (43) — — — — (43) — $ — $ — $ 376 16 392 729 17 14 32 229 292 234 45 8 9 12 308 713 — 713 The carrying value of real estate investments and capital expenditures as at December 31, 2013 is as follows: Real estate investments Income properties Properties under development Properties held for resale Total assets Total liabilities Capital expenditures Canada US Eliminations (i) Total $ 10,379 $ 2,054 $ — $ 12,433 583 46 — — $ $ 11,008 $ 2,054 $ 11,753 $ 2,140 $ 5,354 204 1,267 10 — — — $ (363) $ (363) — 583 46 13,062 13,530 6,258 214 (i) Represents an inter-segment loan of $363 million (US$341 million) between RioCan Holdings USA Inc. and RioCan REIT. 22. Net Earnings per Unit Net earnings per unit and weighted average common units outstanding are calculated as follows: For the year ended December 31, Net earnings attributable to common and preferred unitholders Distributions to preferred unitholders (note 13) Net earnings attributable to common unitholders Weighted average common units outstanding – basic (ii) Unexercised dilutive unit options (ii) Weighted average common units outstanding – diluted (i), (ii) Net earnings per unit – basic Net earnings per unit – diluted 2014 663 $ 14 649 $ 2013 709 14 695 307,910 302,324 762 936 308,672 303,260 2.11 $ 2.10 $ 2.30 2.29 $ $ $ $ (i) The calculation of diluted weighted average units outstanding excludes options for 4.9 million units for the year ended December 31, 2014 (December 31, 2013 - 4.9 million units) as their inclusion would be anti-dilutive. (ii) Unit information is shown in thousands. 158 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 23. Hedging Activities From time to time, RioCan enters into interest rate swap transactions to modify the interest rate profile of its current or future variable rate debt without an exchange of the underlying principal amount. The Trust qualifies for hedge accounting on such cash flow hedging relationships whereby the change in the fair value of the effective portion of the hedging derivative is recognized in OCI. The ineffective portion for accounting purposes is recognized in net earnings. The Trust may enter into interest rate swap agreements on floating interest rate first mortgages to hedge the variability in cash flows attributed to fluctuating interest rates. Settlement on both the fixed and variable portion of the interest rate swaps occurs on a monthly basis. The following table summarizes the details of the interest rate swaps that are outstanding as at December 31, 2014: Transaction date December 2010 April 2011 (i) May 2011 September 2011 December 2011 December 2011 September 2012 September 2012 September 2012 September 2012 September 2012 September 2012 November 2012 May 2018 May 2018 November 2013 November 2013 February 2014 March 2014 (ii) March 2014 (iii) September 2014 September 2014 (iv) Original principal amount (v) Effective fixed interest rate $ $ 16 17 2 23 33 30 23 16 27 26 45 21 13 58 17 25 111 29 64 58 73 70 797 5.03% 5.24% 4.89% 4.04% 3.36% 4.13% 3.78% 3.77% 3.74% 4.26% 4.08% 3.78% 3.08% 2.98% 3.07% 3.99% 2.16% 3.40% 3.61% 3.44% 3.89% 2.00% Maturity date December 2020 February 2016 May 2021 September 2021 December 2016 December 2021 December 2018 May 2018 May 2017 October 2018 November 2017 April 2017 November 2017 May 2018 May 2018 December 2020 February 2019 March 2019 December 2016 July 2018 November 2018 September 2019 (i) US denominated $14.4 million mortgage assumed upon property acquisition. (ii) US denominated $55 million mortgage. (iii) US denominated $50 million mortgage. (iv) US denominated $60.5 million mortgage. (v) All amounts shown in Canadian dollar equivalents. The Trust has assessed that there is no ineffectiveness in the hedging of its interest rate exposure. The effectiveness of the hedging relationships is reviewed on a quarterly basis. As an effective hedge, unrealized gains or losses on the interest rate swap agreements are recognized in OCI. As at December 31, 2014, the fair value of the interest rate swaps are, in aggregate, a net financial liability of $15.9 million (December 31, 2013 – $8.4 million). The associated unrealized gains or losses that are recognized in OCI will be reclassified into net earnings in the same period or periods during which the interest payments on the hedged item affect net earnings. 24. Net Change in Non-Cash Operating Items For the year ended December 31, Accounts receivable Mortgage receivable interest Prepaid expenses and other assets Accounts payable and accrued liabilities Other Net change in non-cash operating items 2014 2013 $ (17) $ 9 (18) 21 4 $ (1) $ 6 (11) (41) 2 (1) (45) 159 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 25. Supplemental Cash Flow Information For the year ended December 31, Interest received Interest paid Acquisition of real estate investments through assumption of liabilities and mortgages given by vendors 2014 $ 9 $ 265 163 2013 14 256 313 26. Operating Leases - Trust as Lessor The Trust as lessor has entered into leases on its property portfolio. The leases typically have lease terms between five and 20 years and include clauses to enable periodic upward revision of the rental charge according to prevailing market conditions. Some leases contain options to terminate before the end of the lease term. Future minimum rentals receivable under non-cancellable operating leases are as follows: Within 1 year After 1 year, but not more than 5 years More than 5 years Total December 31, 2014 765 2,215 1,543 4,523 $ $ The amount of contingent rent recognized in the statement of earnings for the year ended December 31, 2014 is $3.8 million (December 31, 2013 - $4.7 million). 27. Fair Value Measurement The fair value hierarchy of assets and liabilities measured at fair value on the consolidated balance sheet or disclosed in the notes to financial statements is as follows: December 31, 2014 December 31, 2013 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets measured at fair value: Cash and equivalents Mortgages and loans receivable Interest rate swap asset (note 23) Available-for-sale investments Investment properties: Income properties Properties under development Total assets measured at fair value Liabilities measured at fair value: Trustee equity unit plans Interest rate swap liability (note 23) Contingent consideration Liabilities for which fair values are disclosed (note 29): Mortgages payable and lines of credit Debentures payable Total liabilities measured and/or disclosed at fair value $ 56 $ — $ — $ 39 $ — $ — — 230 — — 286 128 — — — — 128 — — — 13,254 706 13,960 — — — — — 39 — — — 16 12,433 583 248 1 — — — 249 13,032 $ 3 $ — $ — $ — $ — $ — — — — 3 16 — 4,846 1,926 6,788 — 1 — — 1 — — — — — 8 — 4,712 1,439 6,159 — — 3 — — 3 There have been no transfers among levels during the reporting period. 160 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 The following table presents the changes in fair value measurements of assets included in Level 3 of the fair value hierarchy: Balance - December 31, 2013 Investment properties (see note 4) Net unrealized gain in OCI Reclassification of available-for-sale investment Purchases (net of returns) Balance - December 31, 2014 28. Capital Management 13,032 944 (1) (16) 1 13,960 The Trust defines capital as the aggregate of unitholders’ equity and debt. The Trust’s capital management framework is designed to maintain a level of capital that complies with investment and debt restrictions pursuant to RioCan’s Declaration, complies with existing debt covenants, enables the Trust to achieve target credit ratings, funds its business strategies and builds long-term unitholder value. The key elements of RioCan’s capital management framework are approved by its unitholders via the Trust’s Declaration of Trust and by its Board through their annual review of the Trust’s strategic plan and budget, supplemented by periodic Board and Board Committee meetings. Capital adequacy is monitored by the Trust by assessing performance against the approved annual plan throughout the year, which is updated accordingly, and by monitoring adherence to investment and debt restrictions contained in the Declaration and debt covenants. RioCan’s Declaration provides for maximum total debt levels up to 60% of Aggregate Assets (as defined in the Declaration). The Trust is in compliance with this restriction. Additionally, RioCan’s Declaration contains provisions that have the effect of limiting capital expended by the Trust for, among other items, the following: • • • • • direct and indirect investments (net of related mortgages payable) in non-income producing properties (including greenfield developments and mortgages receivable to fund the Trust’s co-owners’ share of such developments) to no more than 15% of the Adjusted Unitholders’ Equity of the Trust (herein referred to as the “Basket Ratio” with Adjusted Unitholders’ Equity as defined in the Declaration). The Trust is in compliance with this restriction; total investment by the Trust in mortgages receivable, other than mortgages taken back by the Trust on the sale of its properties, to no more than 30% of the Adjusted Unitholders’ Equity of the Trust. The Trust is in compliance with this restriction; any property acquired by the Trust, directly or indirectly, if the cost to the Trust of such acquisition (net of the amount of mortgages payable assumed) exceeds 10% of the Adjusted Unitholders’ Equity of the Trust. The Trust is in compliance with this restriction; subject to the Basket Ratio, securities of an entity, other than to the extent that such securities would, for the purpose of the Declaration, constitute an investment in real estate. The Trust is in compliance with this restriction; and the amount of space that can be leased or subleased to any tenant, with certain exceptions, to a maximum space having an aggregate gross leasable area of 20% of the aggregate gross leasable area of all real estate investments held by the Trust. The Trust is in compliance with this restriction. The Trust intends, but is not contractually obligated, to distribute to its unitholders in each year an amount not less than the Trust’s income for the year, as calculated in accordance with the Income Tax Act (Canada) (the Tax Act) after all permitted deductions under the Tax Act have been taken. RioCan’s Trustees rely upon forward looking cash flow information, including forecasts and budgets and the future business prospects of RioCan, to establish the level of cash distributions. The Trust’s debentures payable have covenants that are consistent with the Debt to Aggregate Assets ratio as discussed above, maintenance of at least $1 billion of Adjusted Book Equity (defined in the indenture), and maintenance of at least an interest coverage ratio (defined in the indenture) of 1.65 for a rolling twelve-month period. 161 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Capital Mortgages payable and lines of credit (note 7) Debentures payable (note 8) Total Debt Unitholders’ equity Total capital Ratio of Debt, net of cash, to Total Assets, net of cash Basket Ratio For the year ended Interest coverage ratio 29. Financial Instruments Fair value of financial instruments December 31, 2014 December 31, 2013 Increase (decrease) 4,587 1,857 6,444 7,868 14,312 43.7% 3.5% 4,512 1,447 5,959 7,261 75 410 485 607 13,220 1,092 43.9% 4.8% (0.2)% (1.3)% 2.92 2.91 0.01 The Trust’s receivables and other assets, mortgages and loans receivable and accounts payable and accrued liabilities are substantially carried at amortized cost, which approximates fair value. Cash and equivalents and investments are measured at fair value. The fair value of other financial instruments is based upon discounted future cash flows using discount rates that reflect current market conditions for instruments with similar terms and risks. Such fair value estimates are not necessarily indicative of the amounts the Trust might pay or receive in actual market transactions. Potential transaction costs have also not been considered in estimating fair value. Financial instruments carried at amortized cost on the consolidated balance sheets are as follows: Mortgages and loans receivable Mortgages payable and lines of credit Debentures payable Risk management December 31, 2014 December 31, 2013 Carrying value Fair value Carrying value $ 136 $ 128 $ 248 $ 4,587 1,857 4,846 1,926 4,512 1,447 Fair value 248 4,712 1,439 The main risks arising from the Trust’s financial instruments are credit, interest rate, liquidity and foreign exchange risks. The Trust’s approach to managing these risks is summarized below: Credit risk Credit risk arises from the possibility that: • Tenants may experience financial difficulty and be unable to fulfill their lease commitments or tenants may fail to occupy and pay rent in accordance with existing lease agreements, some of which are conditional. • Borrowers default on the repayment of their mortgages to the Trust. • Third parties default on the repayment of debt to the Trust (for discussion on joint arrangements, see note 17, and on guarantees, see note 32). RioCan’s Declaration of Trust contains provisions that have the effect of limiting the amount of space that can be leased to one tenant and its investment in mortgages receivable. Additionally, the Trust mitigates tenant credit risk through geographical diversification, staggered lease maturities, diversification of revenue sources resulting from a large tenant base, avoiding dependence on any single tenant by ensuring no individual tenant contributes a significant percentage of the Trust’s gross revenue and ensuring a considerable portion of the Trust’s revenue is earned from national and anchor tenants and conducting credit assessments for new tenants. As at December 31, 2014: • Minimum annualized rentals (exclusive of recoverable property operating costs and taxes) for tenant leases expiring in each of the next five years ending December 31 are as follows: 2015 – $83 million; 2016 – $88 million; 2017 – $84 million; 2018 – $98 million; and 2019 – $112 million. 162 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 • The above aggregate rentals over the next five years represent annual lease payments of $465 million based on current contractual rental rates. For every such lease renewed upon maturity at an aggregate rental rate differential of 100 basis points, the Trust’s net earnings would be impacted by approximately $5 million annually. • No individual tenant comprises more than approximately 5% of the Trust’s annualized rental revenue for 2014 and 2013. • Approximately 86.4% of the Trust’s annualized rental revenue for 2014 and 2013 was derived from national and anchor tenants (which tenant covenants are expected to be of higher credit quality than other tenants). Interest rate and liquidity risks The Trust is exposed to interest rate risk on its borrowings. Liquidity risk arises from the possibility of not having sufficient debt and equity capital available to the Trust to fund its growth program and refinance its debts as they mature. The Trust’s financial condition and results of operations would be adversely affected if it were unable to obtain financing, or obtain cost-effective financing. RioCan’s Declaration establishes a Debt to Aggregate Assets ratio limit of 60%. Additionally, the Trust mitigates interest rate and liquidity risks by staggering the maturity dates of its long-term debt (see notes 7 and 8 for Aggregate Debt), by entering into interest rate swap (option) agreements (see note 23), and by limiting the use of floating rate debt. As at December 31, 2014: • The Trust’s Aggregate Debt has a 3.95 year weighted average term to maturity bearing interest at a weighted average contractual interest rate of 4.12% per annum. • 7.8% of the Trust’s Aggregate Debt is at floating interest rates at December 31, 2014. • The Trust’s undrawn lines of credit total $565 million (see note 7). • The ratio of Debt, net of cash, to Total Assets, net of cash is 43.7%. • As at December 31, 2014, the Trust had cash and cash equivalents of $56 million as compared to $39 million as at December 31, 2013. As at December 31, 2014, the Trust has aggregate contractual debt principal maturities through to December 31, 2017 of approximately $2.82 billion (43.6% of RioCan’s Aggregate Debt) with a weighted average contractual interest rate of 4.03%. For every such amount refinanced upon maturity at an aggregate interest rate differential of 100 basis points, the Trust’s net earnings would be impacted by approximately $28.2 million annually. Foreign exchange risk The Trust operates in Canada and in the US. The functional currency of the Trust is the Canadian dollar as is the reporting currency. The functional currency of the Trust’s US operations is the US dollar. The Trust also holds interest bearing debt and common shares of Cedar denominated in US dollars. The Trust is exposed to both transaction and translation risk due to the volatility of foreign currency exchange rates, primarily arising from its US dollar denominated investments and, to a lesser extent, its monetary assets and liabilities denominated in this currency. The carrying values of these assets and liabilities, as well as the comprehensive income and earnings derived from them, are subject to foreign exchange rate fluctuation. Foreign exchange risk arises because the US dollar denominated financial statements of the Trust's US operations may vary upon consolidation and translation into Canadian dollars. As a result, the Trust may experience translation exposures because of volatility in the exchange rate between the Canadian and US dollar. As at December 31, 2014, the Trust’s US denominated net assets are $1,048 million; therefore a 1% change in the value of the US dollar will result in a gain or loss through OCI of approximately $10.5 million and an approximate $1.8 million impact to consolidated net earnings. 30. Related Party Transactions Key management personnel are those individuals that have the authority and responsibility for planning, directing and controlling the company’s activities, directly or indirectly. RioCan's Trustees do not plan, direct, or control the activities of the Trust directly but provide oversight over the business. The Trust’s key management personnel include the Trustees and the following individuals: the Chief Executive Officer, Edward Sonshine; President, Chief Operating Officer, and Interim Chief Financial Officer, Raghunath Davloor (collectively, the Key Executives). 163 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Remuneration of the Trust’s key management during the period was as follows: For the year ended December 31, Compensation and benefits Unit-based payments Post-employment benefit cost (recovery) Trustees Key Executives 2014 2013 2014 2013 $ $ 0.5 $ 0.7 $ 5.1 $ 2.1 — 1.2 — 1.9 (0.3) 2.6 $ 1.9 $ 6.7 $ 5.1 2.1 0.5 7.7 Unit-based payments for Trustees are made pursuant to a restricted equity unit plan and a deferred equity unit plan described further in note 12. On October 2, 2014, the Trust announced the resignation of Frederic Waks, President and Chief Operating Officer. Compensation of Frederic Waks for the years ended December 31, 2014 and December 31, 2013 are $2.7 million and $2.9 million, respectively. Effective October 21, 2014, Raghunath Davloor, Executive Vice President and Chief Financial Officer, was promoted to the role of President and Chief Operating Officer and appointed Interim Chief Financial Officer and Corporate Secretary of the Trust. On February 4, 2015, the Trust announced the appointment of Cynthia Devine as Executive Vice President, Chief Financial Officer and Corporate Secretary, effective March 16, 2015. 31. Employee Benefits The Trust maintains a total of four pension plans for its employees. a) RioCan's defined contribution pension plan incurred current service costs in the amount of $0.9 million for the year ended December 31, 2014 (year ended December 31, 2013 – $0.4 million). b) There are three defined benefit pension plans, one of which is a registered plan and two are supplemental unregistered plans. The Trust's obligations under its defined benefit pension plans are determined periodically through the preparation of actuarial valuations and based on a specified length of service up to a stated maximum. The fair value of the registered plan assets as at December 31, 2014 is $3.1 million (December 31, 2013 – $3 million). The recognized pension obligation (net of plan assets) as at December 31, 2014 was $13.0 million (December 31, 2013 – $10.2 million). Pension costs, net of recoveries, of $0.3 million were recorded in net earnings for the year ended December 31, 2014 (pension costs for the year ended December 31, 2013 – $0.7 million). The discount rate used was 3.9% (December 31, 2013 – 4.9%), a compensation growth rate of 4% (December 31, 2013 – 3.5%) and an expected long term rate of return on assets of 3.9% (December 31, 2013 – 4.9%). Actuarial gains and losses for the defined benefit plans are recognized in full in the period in which they occur in OCI. Such actuarial gains and losses are also immediately recognized in cumulative earnings and are not reclassified to earnings in subsequent periods. 32. Contingencies and Commitments Guarantees As at December 31, 2014, the estimated amount of third party debt subject to RioCan guarantees, and therefore the maximum exposure to credit risk, was approximately $470 million consisting of guarantees totalling $309 million (December 31, 2013 – $282 million) to partners and co-owners and $161 million (December 31, 2013 – $185 million) on the assumption of mortgages by purchasers on property dispositions with expiry dates between 2015 and 2034. There have been no defaults by the primary obligors for debts on which the Trust has provided its guarantees, and as a result, no provision for these guarantees has been recognized in these Consolidated Financial Statements. Contractual obligations on real estate RioCan does not have any investment property acquisitions or dispositions under firm contract as at the date of these financial statements. Litigation The Trust is involved with litigation and claims which arise from time to time in the normal course of business. In the opinion of management, any liability that may arise from such contingencies will not have a significant adverse effect on the Trust’s Consolidated Financial Statements. 164 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Lease commitments – Trust as lessee The Trust as lessee is committed under long-term operating leases with various expiry dates to 2029. Minimum annual rentals are as follows: Within 1 year After 1 year, but not more than 5 years More than 5 years Total December 31, 2014 Land Leases Operating Leases Total Commitments $ $ 3 $ 9 16 28 $ 1 $ 2 5 8 $ 4 11 21 36 Included in the above are land lease commitments of $18.7 million which have been accounted for as finance leases and investment properties. The corresponding lease obligation of $14.0 million has been recognized in accounts payable and accrued liabilities as at December 31, 2014. Investment commitment As at December 31, 2014, the Trust has unfunded investment commitments of approximately $17.7 million relating to WCNUF and WCNUF 2. Amounts to be funded are callable by the general partner at any point prior to the expiration of the investment period, which is February 29, 2018. 33. Events After the Balance Sheet Date Target Canada On January 15, 2015, Target Corporation (Target) announced plans to discontinue its Canadian operations through its indirect wholly-owned subsidiary, Target Canada, and that it was utilizing the Companies’ Creditors Arrangement Act (Canada) (“CCAA”) to wind down its operations. As at December 31, 2014, RioCan has 26 locations under lease with Target Canada representing approximately 1.9% of RioCan’s total annualized rental revenue with an average remaining lease term of approximately 12.7 years. All but one of these leases are guaranteed through an indemnity arrangement with Target, generally for the lesser of (i) the remaining term of each lease and (ii) ten years. The one lease that is not covered by the Target indemnity is guaranteed by Walmart Canada. Under IFRS, the fair value measurement of properties reflect conditions inherent at the measurement date, but not conditions arising after the measurement date. Property valuation of these locations reflects inputs that market participants would consider applicable as of the date of the valuation, including appropriate assumptions about future occupancy rates, but would not reflect adjustments based on events arising after such date, such as the actual timing of departure of Target from the Canadian market and its related CCAA proceedings. The aggregate IFRS fair value of the real estate properties where Target Canada occupies a tenancy was reflected at December 31, 2014 at a value of approximately $2 billion. Consistent with past practice, RioCan will seek to re-lease vacant spaces that are ultimately created by Target’s withdrawal from the Canadian market, which ability to re- lease will be subject to certain risks, including with respect to the ability to release the vacant spaces (subject to the CCAA proceedings), the timing of releasing and the terms of any such releasing which may or may not be more beneficial to RioCan than the existing lease terms with Target Canada. Some of RioCan’s retail lease agreements include co-tenancy clauses which allow the tenant to pay a reduced rent amount and, in certain instances, terminate the lease, if RioCan fails to maintain certain occupancy levels or retain certain anchor tenancies, including Target Canada. As of the date of authorization of these consolidated financial statements, management cannot reasonably estimate the future financial impact to RioCan of Target's decision to exit the Canadian market for reasons including, but not limited to, the following: uncertainty with respect to the CCAA proceedings relating to the liquidation and wind-down of Target Canada; uncertainty pertaining to the nature and timing of the sale of Target Canada's real estate assets; and, more generally, the early stage of proceedings and communications amongst RioCan and its advisors, Target, tenants, the Court and other stakeholders following the recent announcement of Target’s exit plan. Series N and Series O Debenture Redemptions On February 3, 2015, RioCan announced that it is issuing a notice of redemption to holders of its US$100 million 4.10% Series N senior unsecured debentures due September 21, 2015 (the “Series N Debentures”), representing a redemption, in full, of all of the currently outstanding Series N Debentures. The Series N Debentures will be redeemed on March 9, 2015, in accordance with their terms, at a total redemption price of US$101.8 million, plus accrued and unpaid interest of US$1.9 million, up to but excluding the redemption date. On February 3, 2015, RioCan also announced that it is issuing a notice of redemption to holders of its $225 million 4.499% Series O Debentures due January 21, 2016, representing a redemption, in full, of all of the currently outstanding Series O Debentures. The Series O Debentures will be redeemed on March 11, 2015, in accordance with their terms, at a total redemption price of $231.8 million, plus accrued and unpaid interest of $1.4 million, up to but excluding the redemption date. 165 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Audited – Canadian dollars, tabular amounts in millions, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Series W Debenture Issuance On February 12, 2015, the Trust issued $300 million of Series W senior unsecured debentures, which mature on February 12, 2024 and carry a coupon rate of 3.287% A portion of the net proceeds will be used by RioCan to repay indebtedness, including the redemption of the Trust's Series O senior unsecured debentures (the "Series O Debentures") as described below, and the balance for general trust purposes. Acquisitions and Dispositions On January 6, 2015, RioCan completed the dispositions of five income properties in Canada at an aggregate sales price of $120 million, at a weighted average capitalization rate of 6.8%. The Trust's mortgage obligation related to these properties was approximately $21 million. On January 15, 2015, RioCan completed the acquisitions of 19 income properties in Canada at an aggregate purchase price of $82 million, at a weighted average capitalization rate of 5.5%. In connection with these acquisitions, RioCan assumed $16 million of mortgage financing. On February 6, 2015, RioCan completed the acquisition of one development property in Canada at a purchase price of $3 million. 166 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2014 AUDITORS Ernst & Young LLP TRANSFER AGENT AND REGISTRAR CST Trust Company P.O. Box Station B, Montreal, Quebec H3B 3K3 Answerline: 1-800-387-0825 or 416-643-5500 Fax: 1-800-249-6189 or 514-985-8843 Website: www.canstockta.com Email: inquiries@canstockta.com STOCK EXCHANGE LISTING The Toronto Stock Exchange Trading Symbols: Common Units – REI.UN Preferred Units – Series A REI.PR.A Series C REI.PR.C ANNUAL MEETING The 2015 Annual Meeting of RioCan REIT will be held on June 17, 2015 at 10:00 a.m. at SilverCity Theatres located at RioCan Yonge Eglinton Centre, 2300 Yonge Street, Toronto, Ontario. All unitholders are invited and encouraged to attend in person or via webcast at www.riocan.com. On peut obtenir une version française du présent rapport annuel sur le site web de RioCan: www.riocan.com. A French language version of this annual report is available on RioCan’s website: www.riocan.com. CORPORATE INFORMATION SENIOR MANAGEMENT BOARD OF TRUSTEES Paul Godfrey, C.M., O.Ont. 1,2,3,4 (Chairman of Board of Trustees) President and Chief Executive Officer Postmedia Network Canada Corp. Bonnie Brooks 3,4 Vice Chairman, Hudson’s Bay Company Clare R. Copeland 1,2 Vice-Chair, Falls Management Company Raymond M. Gelgoot Retired, Former Partner, Fogler Rubinoff LLP Dale H. Lastman Chair and Partner, Goodmans LLP Sharon Sallows 1,2,4 Director of Ontario Teachers’ Pension Plan Board Edward Sonshine, O.Ont., Q.C. Chief Executive Officer, RioCan Real Estate Investment Trust Charles M. Winograd 3,4 President, Winograd Capital Inc. Luc Vanneste 1,2 Chair of the Audit Committee, RioCan 1 member of the Audit Committee 2 member of the Human Resources & Compensation Committee 3 member of the Nominating & Governance Committee 4 member of the Investment Committee UNITHOLDER INFORMATION Head Office RioCan Real Estate Investment Trust RioCan Yonge Eglinton Centre, 2300 Yonge Street, Suite 500 P.O. Box 2386, Toronto, Ontario M4P 1E4 Tel: 416-866-3033 or 1-800-465-2733 Fax: 416-866-3020 Website: www.riocan.com Email: inquiries@riocan.com UNITHOLDER AND INVESTOR CONTACT Christian Green Director, Investor Relations and Compliance Tel: 416-864-6483 Email: cgreen@riocan.com Edward Sonshine, O.Ont., Q.C. Chief Executive Officer Raghunath Davloor President, Chief Operating Officer Cynthia Devine Executive Vice President, Chief Financial Officer & Corporate Secretary Howard Rosen Senior Vice President, Chief Accounting Officer John Ballantyne Senior Vice President, Asset Management Michael Connolly Senior Vice President, Construction Jonathan Gitlin Senior Vice President, Investments Danny Kissoon Senior Vice President, Operations Jordan Robins Senior Vice President, Planning & Development Jeff Ross Senior Vice President, Leasing Stuart Baum Vice President, Human Resources Nigel Bunbury Vice President, Financial Reporting & Controls Stuart Craig Vice President, Planning & Development Roberto DeBarros Vice President, Construction Andrew Duncan Vice President, Development Engineering Lyle Goodis Vice President, Marketing Oliver Harrison Vice President, Asset Management Oliver Hobday Vice President, Legal Kevin Miller Regional Vice President, Operations - Central Ontario Pradeepa Nadarajah Vice President, Property Accounting Paran Namasivayam Vice President, Recovery Accounting Jane Plett Vice President, Operations – Western Canada Kenneth Siegel Vice President, Leasing Jonathan Sonshine Vice President, Asset Management Jeffrey Stephenson Vice President, Leasing Naftali Sturm Vice President, Finance Renato Vanin Vice President, Information Technology RIOCAN YONGE EGLINTON CENTRE 2300 Yonge Street Suite 500 P.O. Box 2386 Toronto, Ontario M4P IE4 T 416 866 3033 TF 1 800 465 2733 F 416 866 3020 W www.riocan.com 

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