Ring Energy
Annual Report 2016

Plain-text annual report

FOCUSED  ON  CANADA’S  URBAN  MARKETS CORPORATE PROFILE RioCan is Canada’s largest real estate investment trust with a total enterprise value of approximately $14.6 billion. RioCan owns and manages Canada’s largest portfolio of shopping centres, including ownership interests in 300 retail and mixed-use properties, with 15 properties under active development. RioCan has an aggregate net leasable area (NLA) of more than 46 million square feet. Concentrated in Canada’s six major markets of Toronto, Ottawa, Calgary, Edmonton, Montreal, and Vancouver, RioCan is Canada’s pre-eminent real estate investment trust. THE  CANADIAN  URBAN  MARKETS RioCan creates spaces where we can all prosper. RioCan stays true to its founding principle of growth driven by insight to deliver a steady or increased distribution to our Unitholders. TABLE OF CONTENTS IFC  CORPORATE PROFILE 1  THE CANADIAN URBAN MARKETS 2  CEO'S LETTER TO UNITHOLDERS 6  FOCUSED ON TORONTO, A CANADIAN URBAN MARKET 10  FOCUSED ON CALGARY, A CANADIAN URBAN MARKET 12  FOCUSED ON OTTAWA, A CANADIAN URBAN MARKET 14  PROPERTY PORTFOLIO 24  MANAGEMENT’S DISCUSSION AND ANALYSIS 95  FINANCIALS 137  CORPORATE INFORMATION 0_1 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT     2016 THE  CANADIAN  URBAN  MARKETS Vancouver 2.3 million sq ft Canada’s western-most major market represents 2.3 million square feet of leaseable area under management for RioCan. Greater Toronto Area 19.3 million sq ft RioCan’s largest market with approximately 19 million square feet representing 1/3 of the portfolio. Ottawa/Hull 6.5 million sq ft RioCan’s second largest market representing 6.5 million square feet and growing with dynamic projects like Gloucester City Centre. Calgary 4.7 million sq ft RioCan’s largest market in Western Canada with 4.7 million square feet of space under management. Edmonton 3.3 million sq ft A vital hub of commerce and energy, RioCan has 3.3 million square feet of leasable area under management. Montreal 3.6 million sq ft One of Canada’s most culturally vibrant markets represents 3.6 million square feet of leaseable area for RioCan. CEO’S LETTER TO UNITHOLDERS FOCUSED   ON CANADA EDWARD SONSHINE,  O.ONT., Q.C. CHIEF EXECUTIVE OFFICER RioCan — We Are Where You Want To Be RioCan now, once again, has a dedicated focus on Canada, where we began building the nation’s largest retail REIT nearly twenty-five years ago. With a total enterprise value of almost $15 billion, RioCan owns and manages Canada’s foremost portfolio of shopping centres, and some of the premier mixed-use locations in the country, such as RioCan Yonge Eglinton Centre and the Yonge Sheppard Centre. RioCan controls an aggregate net leasable area of more than 46 million square feet focused in Canada’s six major markets: Toronto, Ottawa, Calgary, Edmonton, Montreal, and Vancouver. With annual rental revenue in excess of $1.1 billion, RioCan is Canada’s pre-eminent real estate investment trust. 2_3 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT     2016 Our “focused on Canada” strategy is derived from our storied past. In the early 1990s, I envisioned the potential of a Canadian REIT: a security that trades on a major exchange and that invests in real estate directly, generating special tax considerations for investors, coupled with growing distributions over time. A REIT provides Unitholders a method of investing in real estate while obtaining the benefits of professional management, diversification of properties and most importantly liquidity. Unitholders and the investment community were enthusiastic about the benefits of a REIT, and RioCan was listed on the Toronto Stock Exchange in 1994. Rags Davloor  President, Chief Operating Officer & Corporate Secretary I draw on more than 20 years of real estate and capital markets experience to implement RioCan’s strategic vision and oversee the operational success of the Trust. Growth Through Insight With an initial portfolio of less than one million square feet, RioCan’s portfolio varied in property type and location. Instead of a focus on Canada’s six major markets, the early portfolio had an array of properties in primary, secondary and tertiary markets. Over a decade ago, we forecast significant population growth in Canada’s six major markets, so we targeted our portfolio accordingly by disposing of assets in secondary and tertiary markets while acquiring properties in the primary markets. The powerful growth of annual rental revenue generated in these six markets validates our strategy. In 2004, these markets generated less than 60% of RioCan’s annual rental revenue. Today, this number has increased to more than 75% of our annual rental revenue, and we anticipate achieving our 80% target within the next few years as projects within our present urban development portfolio are completed. RioCan’s success is aligned with that of our tenants, so management continuously assesses retail and demographic trends to ensure that our properties are innovative and leading-edge. That’s why RioCan properties are at the forefront of how people want to shop, live and work in the 21  century. Indeed, RioCan provides solutions that both address leading trends but also help define the communities of which we are a part. st RioCan’s Urban Intensification – Creating Spaces Where We Can All Prosper Urban transformation involves much more than bricks and mortar. Building better futures means seeing communities for what they are, imagining what they can be, and implementing a plan, sometimes with selected partners, to get them there. This is how RioCan delivers for our tenants, customers and unitholders alike. Today, we are witnessing the continuing demographic shift that RioCan anticipated—and planned for. Canada’s major markets are in the midst of major transformation in terms of population growth and density, as well as investment in transit infrastructure. Accordingly, RioCan will add substantial value by intensifying our properties in selected locations that were acquired or developed years ago. To facilitate a large influx of people living, shopping, and working in densely populated areas, cities are upgrading their transit infrastructure. Land intensification is being mandated in the suburbs, especially in conjunction with major transit infrastructure expansion. This shift towards land use intensification is central to our expansion and redevelopment strategies of creating mixed-use communities, near public transit in areas with compelling demographic trends. Jonathan Gitlin   Senior Vice President, Investments & Residential As a key figure in the growth of RioCan, I now lead the Trust’s efforts to develop and implement our innovative residential and urban intensification initiatives. John Ballantyne   Senior Vice President, Asset Management As one of RioCan’s longest serving executives, I lead the Trust’s asset management division, helping ensure that RioCan’s strategic vision for its properties are realized. Jeff Ross   Senior Vice President, Leasing & Tenant Coordination As a key executive I ensure that our strategic goals are met by finding the right tenant for the right space, securing the success of our properties. RioCan’s development initiatives are central to our short- term and long-term planning. All our decisions on property acquisitions, development and management are based on RioCan’s core competency: real estate. Our ability to scout prize properties, from the standpoints of location, demographic trends and income levels, allow us to strategically acquire, operate, and develop jewels that will shine brightly for tenants, residents, consumers and the surrounding communities. As a major owner of limited and costly land in highly desirable urban cores and suburban transit ways, RioCan intends to develop spaces that provide an optimal shopping mix, often combining convenient and attractive living and, on occasion, working opportunities. RioCan has a long-term goal to develop more than 10,000 rental residential units in these high-demand markets through its residential development initiative and already has several buildings under construction with the first occupancies expected towards the end of 2018. By forging alliances and partnerships on larger projects such as The Well featured in this report, RioCan mitigates some of the risk in these capital-intensive developments. RioCan has a proud history delivering rewarding opportunities for our tenants and unitholders. Using our combined decades of experience, RioCan delivers prosperity for our stakeholders by making strategic decisions with integrity. At RioCan, we help shape the future, but as community stewards we have a responsibility to do it right, to wisely cultivate growth, and in so doing, take our stakeholders wherever they need to go. 2016: A Transformational Year In 2009, RioCan capitalized on a historic opportunity and expanded the portfolio into the United States, primarily in densely populated centres in the north east, as well as in major cities in Texas. Acting in a responsible and fiscally disciplined manner, RioCan partnered with established parties on these early acquisitions, as a means of widening our scope of projects and mitigating risk. Once established, we created our own operating platform in the United States. We added value to the portfolio by increasing occupancy and cash flow. Then, in 2016, RioCan capitalized on another historically favourable opportunity: with property valuations exceeding those in Canada and the significant rise in the American dollar, RioCan sold its American stake for US $1.9 billion, realizing net proceeds of approximately $1.2 billion Canadian. 4_5 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT     2016 Danny Kissoon  Senior Vice President, Operations I am responsible for RioCan’s properties adhering to high standards, assuring a safe environment for our tenants and shoppers alike. Andrew Duncan  Senior Vice President, Developments I help RioCan implement its vision for its new assets regarding design, approvals, development, and ultimately construction. Qi Tang  Senior Vice President, Finance & Acting Chief   Financial Officer Using my extensive finance background, I assess RioCan’s forecasting, budgeting, process re-engineering, and financial reporting to ensure transparency and quality in our public reporting. With a deep and experienced management team, an entrepreneurial spirit, strong financial resources, and the discipline to implement our vision, RioCan delivers on the same key principle that has defined our REIT since inception: maintaining or increasing our distributions to Unitholders. Today, RioCan’s current financial strength makes our distribution as secure and reliable as it has ever been. Moreover, as our development projects move to completion and generate revenue, and organic growth in our portfolio is realized, it is our intention to resume regular growth in our distributions. I thank you—our Unitholders—for your ongoing support, and I appreciate your continuing confidence in RioCan. Ed Sonshine O.Ont., Q.C.  Chief Executive Officer  RioCan Real Estate Investment Trust Our decision to divest in the United States this year was both measured and prudent. In assessing whether to proceed further in the United States, RioCan concluded that the best opportunities for long-term growth were based in Canada. Moreover, with improved valuations in the U.S. markets, and a significant spread between the U.S. and Canadian currencies, the timing was opportune to divest. As a result, RioCan repatriated a significant amount of capital, which enabled your REIT to reduce its leverage to a historic low. Our decisions have proven sound: at the end of 2016 RioCan has the best balance sheet in our history. Our leverage ratio was 39.7% as at December 31, 2016, which provides the balance sheet strength and ample resources necessary to execute RioCan’s urban development initiatives. Real Vision – Solid Ground Since the inception of the Trust, RioCan has delivered on its strategy to grow its portfolio across Canada. Today, our approach is showcased with distinctive branding and signage in bustling communities and a portfolio that is strategically focused in Canada’s six major markets. To assure success for our tenants, our centres must successfully compete with ecommerce. Indeed, RioCan centres offer consumers compelling experiences, including leading movies and entertainment, a range of dining options, dynamic social experiences, fitness and other services. Additionally, consumers rely on RioCan properties to provide a full array of leading retailers—and brands.   L L E W E H T 6_7 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT     2016   The Well Toronto, Ontario Stretching down the western side of Spadina Avenue from Wellington to Front, The Well is located within comfortable walking distance to the entertainment district, financial district and waterfront, making it a central hub in one of Toronto’s most vibrant areas. At The Well, RioCan and its partners are bringing homes, flexible office space and retail shops together to create a new and entirely unique community in the heart of the city. With three million square feet of mixed-use space, The Well will be a singular destination for working, living, shopping, dining and entertainment. International brands, authentic cuisine and entrepreneurial minds will unite in one integrated, intimate place, making it easy to live, work and play in harmony. FOCUSED  ON  TORONTO,  A CANADIAN  URBAN  MARKET E C A L P e 8_9 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT     2016 ePlace Toronto, Ontario RioCan’s ePlace at the northeast corner of Yonge and Eglinton will be a signature destination in the thriving commercial and residential community of Midtown Toronto. It is surrounded by endless shopping, dining and entertainment choices. ePlace includes two residential towers, including what will be RioCan’s first completed rental residential tower. Intersecting Yonge and Eglinton, two of Toronto’s busiest streets, this mixed-use residential and retail property that is expected to be completed in 2018 and 2019 will elevate the status of Midtown, while connecting it with the city through unparalleled underground access to the Yonge subway and the future Crosstown Eglinton LRT. ePlace also enjoys direct access to RioCan’s recently renovated Yonge Eglinton Centre. The two centres combined offer more than 70 retailers including; Metro, Indigo, Winners, LCBO and the largest Sephora in North America and a VIP Cineplex. FOCUSED  ON  TORONTO,  A CANADIAN  URBAN  MARKET E G A L L I V T S A E D R 3 & H T 5 10_11 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT     2016         5th & 3rd East Village Calgary, Alberta Located on 2.8 acres in Calgary's East Village, the project features 180,000 square feet of retail space at the base of a 600,000 square feet residential tower. FOCUSED  ON  CALGARY,  A CANADIAN  URBAN  MARKET Highlights include an 82,000 square foot Loblaws City Market and Shoppers Drug Mart, and an additional 70,000 square feet of retail space at grade, with convenient access to 300 dedicated parking spots. Located in the East Village area of downtown Calgary, the site features direct access to the LRT. Construction at the site is expected to be completed in 2020. Of note, the project is on one of downtown Calgary's few full city blocks that is privately owned. The site is being developed as a mixed-use project that will include approximately 188,000 square feet of retail space to be anchored by an 82,000 square foot Loblaws City Market and Shoppers Drug Mart. Other retailers include a liquor store and financial   service providers. R E T S E C U O L G 12_13 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT     2016 Gloucester Ottawa, Ontario Ottawa is growing, and RioCan is in the heart of the action, building a striking 23 storey tower featuring approximately 220 residential units. This phase 1 project, on a 7-acre site, provides convenient housing in Ottawa. The tower features environmentally friendly geothermal heating and cooling, and the potential to expand to 3   additional towers. Plans and approvals have been received for phase 1 of the Gloucester City Centre. Demolition is underway, and construction is soon to commence. RioCan’s innovative development features a 215,000 square foot, 23 storey rental residential tower comprising approximately 220 units. Current plans include a geothermal energy system for heating and cooling. Completion of the first phase is scheduled for 2019. The site, near a light rapid transit line, offers easy access to transit. There is room to grow, with the potential for the development of three additional residential towers, offering up to 840 residential units in all four towers. FOCUSED  ON  OTTAWA,  A CANADIAN  URBAN  MARKET CANADA ALBERTA As at December 31, 2016 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 100% 11,963 11,963 5008 5020 97th Street NW, Edmonton, AB Brentwood Village, Calgary, AB 100% 100% 11,943 11,943 291,597 291,597 Safeway, London Drugs, Sears Whole Home, Bed Bath & Beyond East Hills, Calgary, AB 40% 136,350 340,876 Walmart, Sport Chek, Bed Bath & Beyond, 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 Market at Citadel Village, Edmonton, AB Mayfield Common, Edmonton, AB Mill Woods Town Centre, Edmonton, AB North Edmonton Cineplex Centre Edmonton, AB Northgate Village Shopping Centre Calgary, AB 127,509 370,382 Walmart, Golf Town, Totem Building Supplies* Michaels, Marshalls, Cineplex, Costco* 72,992 145,983 Safeway 91,063 146,063 London Drugs, Safeway* 78,694 78,694 London Drugs 284,765 284,765 Walmart, Shoppers Drug Mart 213,100 213,100 Lowe's, Golf Town 50,678 207,487 234,426 50,678 Shoppers Drug Mart 414,973 Winners, Save-On-Foods, Value Village, JYSK 581,126 Safeway (Co-op), Canadian Tire, GoodLife Fitness 75,836 75,836 Cineplex 40% 50% 100% 100% 100% 100% 100% 50% 40% 100% 100% 277,181 404,271 Safeway, Gold's Gym, JYSK, Staples, Home Depot* RioCan Beacon Hill, Calgary, AB 50% 527,835 787,209 Canadian Tire, Winners, Best Buy, Sport Chek, Home Depot*, Costco* RioCan Centre Grande Prairie Grande Prairie, AB 100% 279,983 379,983 Rona, Cineplex Odeon, London Drugs, Staples, Michaels, Walmart* RioCan Meadows, Edmonton, AB 100% 309,184 409,184 Home Depot, Staples, Winners, Best Buy, Loblaws* RioCan Shawnessy, Calgary, AB 100% 470,460 841,105 Lowe’s, Sport Chek, Best Buy, Winners, Home Depot*, Walmart*, Co-op*, Canadian Tire* RioCan Signal Hill Centre, Calgary, AB 100% 477,173 592,173 Lowe’s, Winners, Indigo, Michaels, Staples, 100% 138,654 138,654 Safeway Loblaws* Riverbend Square Shopping Centre Edmonton, AB Sage Hill, Calgary, AB Southbank Centre, Calgary, AB 50% 75% South Edmonton Common, Edmonton, AB 100% 138,164 108,910 430,418 276,327 Walmart, Loblaws City Market, London Drugs 381,227 Winners, Michaels, Home Depot*, Costco* 981,488 London Drugs, The Brick, Home Outfitters, Old Navy, Home Depot*, Walmart*, Loblaws*, Cineplex*, Staples*, Best Buy* 14 PROPERTY PORTFOLIO*Non-owned anchorRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 As at December 31, 2016 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% 311,684 311,684 Winners, HomeSense, Marshalls, Staples, Sport Chek Southland Crossing Shopping Centre Calgary, AB 100% 132,063 132,063 Safeway Summerwood Shopping Centre, Edmonton, AB 100% 83,980 83,980 Save-On-Foods, Shoppers Drug Mart Timberlea Landing, Fort McMurray, AB 100% 104,307 104,307 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 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 219,892 459,892 Lowe’s, Winners, PetSmart, Costco*, Rona* 25,133 25,133 3,541 4,454 4,432 5,885 5,010 3,541 4,454 4,432 5,885 5,010 148,215 148,215 Canadian Tire, Best Buy 173,107 173,107 Walmart, Save-On-Foods 189,435 189,435 Safeway, Staples 186,629 186,629 Walmart 197,389 197,389 Safeway, Staples, JYSK, World Gym 529,780 614,780 Walmart, Best Buy, Indigo, Home Depot* 133,869 133,869 T&T Supermarket 370,260 370,260 Save-On–Foods, The Bay, London Drugs, Cineplex, Staples RioCan Langley Centre, Langley, BC 100% 380,090 380,090 Chapters, HomeSense, Marshalls, Winners, Michaels Southwinds Crossing, Oliver, BC 100% 72,972 72,972 Canadian Tire, Buy-Low Foods Strawberry Hill Shopping Centre, Surrey, BC 100% 337,935 337,935 Winners, PetSmart, Sport Chek, Home Depot, Cineplex Tillicum Centre, Victoria, BC 100% 471,378 471,378 Lowe’s, Cineplex, London Drugs, Winners, Save-On–Foods Vernon Square, Vernon, BC 100% 96,706 149,706 London Drugs, Safeway* MANITOBA Garden City, Winnipeg, MB Kildonan Crossing Shopping Centre Winnipeg, MB 30% 100% 86,123 379,681 Canadian Tire, Winners, Sears* 179,027 179,027 Safeway, PetSmart 15 PROPERTY PORTFOLIO*Non-owned anchorRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 PROPERTY PORTFOLIO NEW BRUNSWICK As at December 31, 2016 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Brookside Mall, Fredericton, NB Corbett Centre, Fredericton, NB Northumberland Square, Miramichi, NB Quispamsis Town Centre, Quispamsis, NB 50% 100% 50% 100% 140,090 195,086 57,473 88,114 280,179 Sobeys 415,086 Winners, HomeSense, Home Depot*, Costco* 114,945 Winners, Giant Tiger 88,114 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% 182,155 182,155 Dominion, Walmart ONTARIO 85 Bloor Street West, Toronto, ON 100% 1208 & 1216 Dundas Street East, Whitby, ON 100% 13,810 7,697 13,810 7,697 1650-1660 Carling Avenue, Ottawa, ON 1860 Bayview Avenue, Toronto, ON 1910 Bank Street, Ottawa, ON 3736 Richmond Road, Ottawa, ON 2422 Fairview Street, Burlington, ON 2950 Carling Avenue, Ottawa, ON 2955 Bloor Street West, Toronto, ON 2990 Eglinton Avenue East, Toronto, ON 404 Town Centre, Newmarket, ON 100% 100% 100% 100% 100% 100% 100% 100% 100% 4055-4065 Carlingview Avenue, Ottawa, ON 100% 410 King Street North, Waterloo, ON 549-555 College Street, Toronto, ON 506 & 510 Hespeler Road, Cambridge, ON 649 Queen Street West, Toronto, ON 6666 Lundy’s Lane, Niagara Falls, ON 735 Queenston Road, Hamilton, ON 100% 50% 100% 100% 100% 100% 740 Dupont Street, Toronto, ON 100% Adelaide Centre, London, ON Ajax Marketplace, Ajax, ON 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 100% 100% 100% 100% 100% 100% 100% 142,188 142,188 Canadian Tire 70,112 70,112 Whole Foods, Shoppers Drug Mart 6,425 2,938 6,221 6,425 2,938 6,221 10,442 10,442 Pharma Plus 9,748 6,200 9,748 6,200 267,954 267,954 Walmart, Metro 22,496 2,067 28,823 12,515 14,200 8,434 8,818 25,000 81,004 70,724 22,496 2,067 57,646 12,515 14,200 CB2 8,434 8,818 25,000 81,004 Metro 70,724 Metro, Pharma Plus 376,579 376,579 Canadian Tire, No Frills 89,237 89,237 Stream International 275,410 275,410 Walmart 109,995 159,995 Bed Bath & Beyond, Canadian Tire* 5,683 5,683 16 *Non-owned anchorRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 As at December 31, 2016 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 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 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 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% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% Fallingbrook Shopping Centre, Orleans, ON 100% 100% 100% Five Points Shopping Centre, Oshawa, ON Flamborough Walmart Centre Flamborough, ON Flamborough Power Centre, Flamborough, ON Frontenac Mall, Kingston, ON Galaxy Centre, Owen Sound, ON 4,973 4,835 5,584 17,047 20,269 8,856 5,190 4,973 4,835 5,584 17,047 20,269 8,856 5,190 24,075 24,075 5,550 8,532 5,550 8,532 306,649 726,451 Canadian Tire, Indigo, Winners, HomeSense, Sport Chek, The Bay* 134,807 316,638 Sport Chek, Winners, Canadian Tire*, Loblaws* 72,859 72,859 No Frills 451,673 566,673 Walmart, Winners, Staples, Indigo, Cineplex, Loblaws* 73,886 73,886 Zehrs 143,203 143,203 Metro 59,992 59,992 Giant Tiger, PartSource 213,077 213,077 Metro, Canadian Tire, Shoppers Drug Mart 63,781 63,781 HomeSense 70,406 70,406 No Frills 109,260 109,260 Cineplex, Shoppers Drug Mart 203,290 203,290 FreshCo (Sobeys), Canadian Tire, Sport Chek, Bed, Bath & Beyond, Winners 94,140 70,100 97,885 94,140 Food Basics 70,100 Staples 97,885 Staples 176,090 176,090 Metro (Yummy Market) 81,504 163,008 No Frills 146,699 146,699 Loblaws, Pharma Plus 180,829 238,829 Cineplex, Best Buy, Loblaws* 8,322 97,145 397,736 300,292 8,322 97,145 Metro, Shoppers Drug Mart 397,736 Metro, LA Fitness, JYSK 300,292 Walmart, Rona, Staples 100% 194,724 194,724 Value Village 30% 100% 834,057 280,191 Food Basics, Value Village 91,563 91,563 No Frills, Cineplex 17 PROPERTY PORTFOLIO*Non-owned anchorRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 As at December 31, 2016 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 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% 100% 100% 100% 80% 146,835 146,835 Lowe's 75,246 53,963 94,283 144,983 185,131 75,246 Giant Tiger 53,963 Your Independent Grocer, Pharma Plus 202,859 Walmart, Canadian Tire*, Zehrs* 144,983 GoodLife Fitness, Canadian Tire (Call centre) 359,354 Winners, HomeSense, Michaels, Bed Bath & Beyond, Lowe's* Green Lane Centre, Newmarket, ON 67% 106,817 417,668 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 & Highbury, London, ON Innes Road Centre, Gloucester, ON Kanata Centrum Shopping Centre Kanata, ON Kendalwood Park Plaza, Whitby, ON Kennedy Commons, Scarborough, ON Keswick Walmart, Keswick, ON King & Portland, Toronto, ON King George Square, Belleville, ON King Plaza, Oshawa, ON Lawrence Square, Toronto, ON 100% 73,030 73,030 Food Basics Costco*, Loblaws* 100% 100% 100% 100% 100% 75% 100% 100% 100% 100% 100% 100% 100% 50% 75% 50% 100% 100% 100% 5,269 5,269 312,993 312,993 Walmart, Winners, Staples 108,722 108,722 Zehrs 72,466 72,466 123,572 123,572 Metro 71,003 70,981 67,186 94,670 Metro, Pharma Plus 70,981 LA Fitness 67,186 Metro 143,815 143,815 Lowe’s 87,969 47,512 87,969 Shoppers Drug Mart 167,512 PetSmart, Costco* 286,336 386,336 Walmart, Chapters, Loblaws 158,688 200,402 158,688 FreshCo (Sobeys), Shoppers Drug Mart 481,804 Metro, The Brick, Sears Whole Home, LA Fitness, Chapters, Michaels 120,363 160,484 Walmart 41,109 71,985 34,202 82,218 Shopify (office), Indigo (office) 71,985 Metro 34,202 Shoppers Drug Mart 658,244 658,244 Marshalls, HomeSense, Fortino’s, Canadian Tire, Hudson’s Bay Company (office) Lincoln Fields Shopping Centre, Ottawa, ON 100% 284,947 284,947 Walmart, Metro London Plaza, London, ON Markington Square, Scarborough, ON 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 100% 100% 100% 100% 75% 50% 100% 100% 122,183 122,183 Gold's Gym, Value Village 173,029 173,029 Metro, GoodLife Fitness 111,762 145,605 59,136 151,252 175,672 111,762 Sobeys, GoodLife Fitness 589,209 Best Buy, Sport Chek, Michaels, PetSmart, Costco*, Home Depot*, Sobeys*, Staples* 78,848 Food Basics, Shoppers Drug Mart 354,736 Metro, Canadian Tire* 175,672 FreshCo (Sobeys), LA Fitness 110,522 155,278 Walmart, Canadian Tire* 18 PROPERTY PORTFOLIO*Non-owned anchorRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 As at December 31, 2016 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Niagara Falls Plaza, Niagara Falls, ON Niagara Square, Niagara Falls, 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 RioCan Centre Milton, Milton, ON 100% 30% 100% 100% 100% 100% 50% 100% 60% 100% 100% 100% 100% 100% 100% 79,588 79,588 LA Fitness 120,582 401,941 Winners, JYSK, The Brick, Cineplex, Michaels 39,924 39,924 GoodLife Fitness 34,066 139,566 Pharma Plus, Loblaws* 311,112 311,112 Canadian Tire, No Frills, The Brick 42,455 61,488 42,455 Food Basics 122,976 Cineplex 244,589 244,589 Loblaws, Lowe’s, Mountain Equipment Co-op 156,369 402,989 Empire Theatres, Food Basics, Toys R Us, Lowe's* 454,623 552,623 Cineplex, Home Outfitters, Longo's, Home Depot* 635,367 756,412 Cineplex, Sears Whole Home, Staples, Winners, HomeSense, Old Navy, Best Buy, Home Depot* 105,040 165,040 Chapters, PetSmart, Loblaws* 139,622 139,622 Metro 200,132 200,132 Your Independent Grocer, Winners 171,465 291,465 Cineplex, LA Fitness, Home Depot*, Longo’s* RioCan Centre Newmarket, Newmarket, ON 40% 26,688 66,721 Mark's Work Wearhouse, Staples RioCan Centre Sudbury, Sudbury, ON 100% 403,797 669,193 Cineplex, Staples, Chapters, Sears Whole Home, RioCan Centre Vaughan, Vaughan, ON RioCan Centre Windsor, Windsor, ON 100% 100% Winners, HomeSense, Costco*, Home Depot* 262,336 262,336 Walmart 239,420 349,420 Cineplex, Sears Whole Home, The Brick, Staples, Costco* RioCan Colossus Centre, Vaughan, ON 100% 528,088 658,088 HomeSense, Golf Town, Marshalls, Cineplex, Costco* RioCan Durham Centre, Ajax, ON 100% 891,867 1,272,867 Marshalls, Winners, Sport Chek, HomeSense, Walmart, Cineplex, Canadian Tire, Home Depot*, Loblaws*, Costco* RioCan Elgin Mills Crossing Richmond Hill, ON 100% 320,325 441,325 Costco, Michaels, Staples, Home Depot* RioCan Fairgrounds, Orangeville, ON 100% 366,437 510,512 Walmart, Best Buy, Cineplex, Winners, Canadian RioCan Georgian Mall, Barrie, ON 50% 243,855 Tire*, Home Depot* 604,224 Atmosphere, HomeSense, H&M, Victoria’s Secret, The Bay, Sephora, Sears* 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 100% 100% 100% 100% 100% 67% 100% 50% 118,681 118,681 Winners, Shoppers Drug Mart, Staples 149,548 149,548 Canadian Tire, Sobeys 227,326 227,326 Cineplex, Marshalls, GoodLife Fitness, Michaels 192,851 192,851 Walmart, Metro 133,035 133,035 Canadian Tire, PetSmart 114,298 447,438 Winners, Loblaws*, Home Depot* 295,164 231,129 393,739 Staples, Zehrs, Home Depot* 462,258 The Bay, Sears, H&M, Sephora, Pusateri’s, Shoppers Drug Mart, Sport Chek RioCan Orleans, Cumberland, ON 100% 182,251 297,251 Metro, JYSK, Staples, Home Depot* 19 PROPERTY PORTFOLIO*Non-owned anchorRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 As at December 31, 2016 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants RioCan Renfrew Centre, Renfrew, ON 100% 53,099 127,099 No Frills* RioCan Scarborough Centre, Scarborough, ON 100% 326,823 326,823 Costco, Staples, LA Fitness, Al’s Premium Food Market RioCan St. Laurent, Ottawa, ON RioCan Thickson Ridge, Whitby, ON 100% 100% 308,031 308,031 Lowe’s, Metro, Food Basics, Winners 362,019 492,019 Winners, JYSK, HomeSense, Ikea, Buy Buy Baby, Sears Whole Home, Home Depot* 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 Shoppers World Brampton, Brampton, ON Shoppers World Danforth, Toronto, ON Shoppes on Avenue, Toronto, ON Shoppes on Queen West, Toronto, ON Silver City Gloucester, Gloucester, ON South Cambridge Shopping Centre Cambridge, ON South Hamilton Square, Hamilton, ON 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 31% 8,749 28,222 Bed Bath & Beyond 50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 63% 100% 100% 100% 100% 100% 100% 80% 100% 100% 100% 100% 100% 100% 100% 50% 49,290 98,579 230,967 230,967 Lowe’s, Marshalls, Michaels 226,415 356,415 Food Basics, Cineplex, Home Depot* 1,056,285 1,056,285 Cineplex, Indigo, Metro, Toys R Us, Winners 103,607 103,607 Food Basics 108,562 108,562 Sobeys, Pharma Plus 92,688 92,688 Metro, Shoppers Drug Mart 106,884 106,884 Food Basics, Shoppers Drug Mart 140,370 140,370 No Frills, Winners, HomeSense 104,514 104,514 Value Village 236,730 218,758 473,459 Winners, Shoppers Drug Mart 218,758 Food Basics, Shoppers Drug Mart, GoodLife Fitness 9,551 15,208 Shoppers Drug Mart 17,020 17,020 Shoppers Drug Mart 17,024 17,024 Shoppers Drug Mart 696,897 696,897 Canadian Tire, Winners, Staples, Oceans, JYSK, Giant Tiger 326,303 326,303 Lowe’s, Metro, Staples 20,884 89,690 121,514 189,739 20,884 Pharma Plus 89,690 Loblaws, Winners 150,608 Cineplex, Chapters 189,739 Zehrs, Home Hardware 294,255 294,255 Fortinos, JYSK, GoodLife Fitness 72,627 72,896 131,077 147,917 51,013 72,627 Metro, Shoppers Drug Mart 72,896 Sobeys, Shoppers Drug Mart 131,077 Metro, Michaels 203,661 Canadian Tire, Real Canadian Superstore* 51,013 Pharma Plus 154,914 309,828 Under Armour, Coach, Tommy Hilfiger, Nike, Polo Ralph Lauren Tanger Outlets Ottawa, Ottawa, ON 50% 158,289 316,577 Polo Ralph Lauren, Old Navy, Nike, Saks, Under Armour, Coach, Marshalls 20 PROPERTY PORTFOLIO*Non-owned anchorRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 As at December 31, 2016 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants The Stockyards, Toronto, ON 50% 246,146 492,291 Nations, Sport Chek, PetSmart, Winners, HomeSense, Old Navy, Michaels The Shops of Summerhill, Toronto, ON Timiskaming Square, New Liskeard, ON Timmins Square, 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% 50% 30% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 23,115 44,114 117,116 131,251 147,441 613,901 191,465 185,660 126,253 64,628 30,820 88,228 No Frills 390,385 No Frills, Winners, Sport Chek 131,251 Winners/HomeSense, GoodLife Fitness 147,441 Walmart 828,901 Cineplex, Metro, Winners, HomeSense, Staples, Sport Chek, Michaels, Canadian Tire*, Home Depot* 371,465 Michaels, Winners/HomeSense, Loblaws* 185,660 Metro, Shoppers Drug Mart 126,253 Canadian Tire, Metro 64,628 FreshCo (Sobeys) 127,270 127,270 Metro, Best Buy, HomeSense 69,857 39,788 93,123 69,857 FreshCo (Sobeys) 39,788 93,123 No Frills 165,660 165,660 Shoppers Drug Mart 60,744 148,770 145,401 60,744 No Frills 148,770 Lone Thai Grocery 145,401 Metro, Chapters 6,862 13,723 Charlottetown Mall, Charlottetown, PEI 100% 352,477 352,477 Loblaws, Sport Chek, Winners, H&M QUEBEC 2335 Lapiniere Boulevard, Brossard, PQ 541 Saint-Joseph Boulevard Gatineau, PQ 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 100% 100% 2,259 2,584 2,259 2,584 100% 5,015 5,015 100% 100% 100% 209,103 209,103 Super C, L’Aubainerie 67,815 67,815 Super C 129,589 129,589 Super C 100% 112,888 112,888 Super C Centre Concorde, Laval, PQ 50% 31,649 63,298 IGA 21 PROPERTY PORTFOLIO*Non-owned anchorRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 As at December 31, 2016 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 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 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 Place La Prairie, La Prairie, PQ RioCan La Gappe, Gatineau, PQ Shoppers Drug Mart Repentigny Repentigny, PQ 50% 37,553 75,106 IGA 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% 50% 319,445 106,329 104,280 319,445 Cineplex, Winners 106,329 IGA 104,280 IGA 30,389 60,778 IGA 248,974 248,974 Provigo, Giant Tiger, Pharmaprix 87,434 452,857 252,450 48,870 78,761 81,367 87,434 Staples, JYSK, Gold’s Gym 452,857 Maxi 252,450 Maxi, Staples 48,870 L’Aubainerie 78,761 Walmart 162,733 Atmosphere, Tommy Hilfiger, Puma 50% 56,986 113,971 Atmosphere, Nike 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 167,409 167,409 Maxi, Pharmaprix 19,003 19,003 421,886 483,784 Winners/HomeSense, Sports Experts, Super C*, Shoppers Drug Mart* 204,759 108,346 181,001 300,007 363,181 393,628 Walmart, Canadian Tire*, Home Depot* 108,346 Adonis 181,001 Maxi, Winners 300,007 Walmart, Canadian Tire, Super C 363,181 Maxi, Winners, Staples, Guzzo Cinemas, JYSK, Giant Tiger 35,467 70,934 IGA 371,392 371,392 Walmart, Winners, Michaels 17,050 17,050 Shoppers Drug Mart Silver City Hull, Hull, PQ 100% 84,590 499,775 Cineplex, Rona*, Walmart*, Maxi*, 100% 166,930 254,430 Walmart, Staples, Canadian Tire* Super C*, Winners* 100% 117,837 228,337 Staples, Canadian Tire*, Super C* St. Hyacinthe Walmart Centre Ste. Hyacinthe, PQ Vaudreuil Shopping Centre Vaudreuil-Dorion, PQ SASKATCHEWAN Parkland Mall, Yorkton, SA 100% 264,112 264,112 Canadian Tire, Save-On-Foods, Winners 22 PROPERTY PORTFOLIO*Non-owned anchorRIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 REAL ESTATE PORTFOLIO KEY FACTS as at December 31, 2016 (all metrics stated at RioCan's interest) Net Leasable Area (“NLA”) (thousands of sq.ft.): Income Producing Properties Properties Under Development Total Number of Tenancies Committed Occupancy Retail Office Total Geographic Diversification Ontario Alberta Quebec British Columbia Eastern Canada Manitoba/Saskatchewan Anchor and National Tenants Percentage of: Annualized rental revenue Total NLA Top Ten Sources of Revenue by Property Tenant Rank Tenant 1 2 3 4 5 6 7 8 9 Loblaws/Shoppers Drug Mart (i) Canadian Tire Corporation (ii) Walmart Cineplex/Galaxy Cinemas Winners/HomeSense/Marshalls Metro/Super C/Loeb/Food Basics Cara/Prime Restaurants/St-Hubert Lowe's Sobeys/Safeway 10 Dollarama Retail 41,294 3,761 45,055 Office 1,918 — 1,918 Percentage of annualized rental revenue Income producing properties Properties under development Number of properties 66.1% 14.3% 8.5% 8.2% 1.9% 1.0% 100.0% 189 30 35 21 7 3 285 11 4 — — — — 15 Total 43,212 3,761 46,973 6,206 95.7% 93.6% 95.6% Total 200 34 35 21 7 3 300 85.2% 84.8% Percentage of annualized rental revenue Weighted average remaining lease term (yrs) 4.8% 4.7% 4.2% 3.9% 3.7% 3.4% 1.9% 1.8% 1.6% 1.5% 31.5% 7.8 7.4 10.1 8.1 7.5 6.6 5.8 11.5 9.3 5.9 8.0 (i) (ii) Loblaws/Shoppers Drug Mart includes No Frills, Fortinos, Zehrs Markets, Joe Fresh and Maxi. Canadian Tire Corporation includes Canadian Tire, PartSource, Mark’s, Sport Chek, Sports Experts, National Sports and Atmosphere. Property Lease Expiries NLA (thousands of sq. ft) Average Expiring rent per square foot Total 43,212 $17.59 2017 3,051 $19.77 2018 4,711 $18.67 2019 5,322 $18.84 2020 4,847 $17.73 2021 5,269 $17.92 RioCan FINANCIAL REVIEW MANAGEMENT’S DISCUSSION AND ANALYSIS TABLE OF CONTENTS Management’s Discussion and Analysis 25 ABOUT THIS MANAGEMENT’S DISCUSSION AND ANALYSIS 25 FORWARD-LOOKING INFORMATION 26 BUSINESS OVERVIEW, OUTLOOK AND STRATEGY 29 SUSTAINABILITY 31 PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES 35 RESULTS OF OPERATIONS 35 36 37 40 41 43 Selected Annual Information 2016 Financial Highlights Operating Income Other Income (Loss) Other Expenses Funds from Operations (FFO) and Operating Funds from Operations (OFFO) Adjusted Funds from Operations (AFFO) 45 Occupancy and Leasing 47 OPERATIONS 47 54 ASSET PROFILE Investment Property 54 Income Property Acquisitions During 2016 55 Income Property Dispositions During 2016 55 Capital Expenditures on Income Properties 56 Co-ownership Arrangements 57 Properties Under Development 60 Development Pipeline Summary 61 71 Mortgages and Loans Receivable 71 CAPITAL RESOURCES AND LIQUIDITY Liquidity and Cash Management 71 Capital Management Framework 71 Capital Structure 72 Debt and Leverage Metrics 72 Credit Ratings 75 Credit Facility Debentures Payable Mortgages Payable and Lines of Credit Hedging Activities Canadian Debt Profile Trust Units Preferred Units Guarantees Liquidity Distributions to Unitholders 76 76 77 78 79 80 81 81 81 83 85 QUARTERLY RESULTS AND TREND ANALYSIS 88 SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES 89 FUTURE CHANGES IN ACCOUNTING POLICIES 90 CONTROLS AND PROCEDURES 90 RELATED PARTY TRANSACTIONS 91 RISKS AND UNCERTAINTIES 24 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS ABOUT THIS MANAGEMENT'S DISCUSSION AND ANALYSIS This Management’s Discussion and Analysis ("MD&A") is provided to enable a reader to assess our results of operations and financial condition for the three months and year ended December 31, 2016 ("Q4 2016" and "2016", respectively). This MD&A is dated February 15, 2017 and should be read in conjunction with our annual consolidated financial statements and related notes for the year ended December 31, 2016 ("2016 Annual Consolidated Financial Statements"). Unless the context indicates otherwise, references to “RioCan”, the "Trust”, "we", "us" and "our" in this MD&A refer to RioCan for Real Estate Investment Trust and its consolidated operations. Unless otherwise specified, all amounts are based on financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These documents, as well as additional information relating to RioCan, including our most recently filed Annual Information Form ("AIF"), have been filed electronically with Canadian securities regulators through the System for Electronic Document Analysis and Retrieval ("SEDAR") and may be accessed through the SEDAR website at www.sedar.com or RioCan's website at www.riocan.com. Unless otherwise specified, all information in this MD&A refers to the results of our continuing Canadian operations only, all amounts are in thousands of Canadian dollars and all percentage changes are calculated using whole numbers. 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 2016 Financial Highlights, Business Overview, 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 or restructuring (and the terms of any bankruptcy or restructuring proceeding), occupancy levels and defaults, including the failure to fulfill contractual obligations by the tenant or a related party thereof; lease renewals and rental increases; the ability to re-lease and find new tenants for vacant space; 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; unitholder liability; income, sales and land transfer taxes; and credit ratings. RioCan currently qualifies as a real estate investment trust for Canadian tax purposes and intends to qualify for future years. The Income Tax Act (Canada) contains provisions which potentially impose tax on publicly traded trusts that 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 REIT. Should RioCan no longer qualify as a Canadian REIT under the SIFT Provisions, certain statements contained in this MD&A may need to be modified. RioCan is still subject to Canadian tax in their incorporated Canadian subsidiaries. Our U.S. subsidiary qualified as a REIT for U.S. income tax purposes up to May 25, 2016, subsequent to the closing date of the sale of our U.S. property portfolio. For U.S. income tax purposes, the subsidiary distributed all of its U.S. taxable income and is entitled to deduct such distributions against its taxable income. The subsidiary’s qualification as a REIT depends on the REIT’s satisfaction of certain asset, income, organizational, distribution, unitholder ownership and other requirements up until May 25, 2016. Our U.S. subsidiary was subject to a 30% or 35% withholding tax on distributions of its U.S. taxable income to Canada. We do not intend to distribute any withholding taxes paid or payable to our unitholders related to the disposition. General economic conditions, including interest 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, including residential development in urban markets; access to equity and debt capital markets to fund, at acceptable costs, future capital requirements and to enable our refinancing of debts as they mature; and the availability of investment opportunities for growth in Canada. For a description of additional risks that could cause actual results to materially differ from management’s current expectations, refer to 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. Management undertakes no obligation, except as required by applicable law, to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise. 25 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS BUSINESS OVERVIEW, OUTLOOK AND STRATEGY Business Overview RioCan is an unincorporated “closed-end” real estate investment trust listed on the Toronto Stock Exchange ("TSX") under the symbol REI.UN. We are Canada’s largest real estate investment trust based on market capitalization with a total enterprise value of approximately $14.6 billion at December 31, 2016. RioCan owns and manages Canada’s largest portfolio of shopping centres with ownership interests in a portfolio of 300 retail and mixed use properties, including 15 properties under development, containing an aggregate net leasable area ("NLA") of 46,973,000 square feet. RioCan's property portfolio includes grocery anchored, new format retail, urban retail, mixed use and non-grocery anchored centres, of which 255 properties are 100% owned (250 income properties and 5 properties under development) and 45 are co- owned through joint arrangements with co-owners (including 10 under development). RioCan’s primary joint arrangements are with Allied Properties REIT (Allied); Canada Pension Plan Investment Board (CPPIB); Hudson's Bay Company (HBC); KingSett Capital (KingSett); Tanger Factory Outlet Centres, Inc. (Tanger); and Trinity Development Group (Trinity). Executive management update During the year, our Chief Executive Officer, Edward Sonshine, amended his employment contract to reflect his agreement to not retire or resign voluntarily before December 31, 2018. As part of this commitment, Mr. Sonshine agreed to use his best efforts to provide the Trust with 12 months' notice of his intent to retire or resign. Sale of U.S. assets On May 24, 2016, RioCan completed the sale of its U.S. portfolio of 49 wholly owned investment properties to Blackstone Real Estate Partners VIII ("Blackstone") for gross sales proceeds of US$1.9 billion. RioCan received cash proceeds of approximately US$1.0 billion, which was net of outstanding U.S. mortgages repaid on completion of the sale transaction. As a result of our exit from the U.S., our former U.S. geographic segment's financial results are reported as discontinued operations. Unless otherwise noted, comparative income statement amounts have been restated to reflect this change. See Strategy update - Sale of U.S. operations in this MD&A for further discussion of this transaction. Unsecured credit facility On June 1, 2016, the Trust entered into a 5-year $1.0 billion unsecured operating credit facility with six Canadian Schedule I financial institutions, which replaced our secured operating lines. The new facility is expected to provide us with short-term liquidity and enhanced flexibility for the Trust's operational and capital needs. Property acquisitions and dispositions CPPIB acquisition On July 27, 2016, RioCan acquired CPPIB's interests in four income properties that were previously co-owned for an aggregate purchase price of $352 million, representing a weighted average capitalization rate of 5.7%. As a result of this purchase, RioCan now owns 100% of these assets, representing over 1,800,000 square feet of NLA. RioCan did not assume any additional debt from CPPIB in connection with this acquisition. The Well air rights disposition During July 2016, RioCan, Allied Properties and DiamondCorp entered into a binding agreement to sell a portion of the residential component of The Well to Tridel Builders Inc. and Woodbourne Canada Partners III (CA) LP for approximately $180 million, subject to certain closing conditions. Closing of the transaction is anticipated to occur in early 2020. RioCan will remain a 50% co- owner of one of the rental buildings representing approximately 400,000 square feet of residential rental density. Refer to Properties Under Development - Urban Intensification section of this MD&A for further details. Debenture issuance On August 26, 2016, the Trust issued $250 million of Series X senior unsecured debentures, which mature on August 26, 2020 and carry a coupon rate of 2.185%. The interest on these debentures is payable semi-annually commencing February 26, 2017. The net proceeds were used to fund our development program, for property acquisitions, to repay certain indebtedness and for general trust purposes. Target backfill We continue to make significant progress re-leasing our vacant Target locations. To date, leases included in our backfill progress, if all completed, will produce annualized base rental revenue of approximately $14.2 million versus $11.6 million being the total base rental revenue lost through Target’s departure (at RioCan's proportionate share). Refer to Tenant Vacancies - Target Leasing Update for further details. Outlook Canada's growth performance continues to remain mixed due to the effects of lower energy prices, despite the recent increase as a result of an OPEC output cut, reduced oil sands production in Alberta, and the uncertainty in the global economy caused by political uncertainty in Europe and the United States, offset somewhat by some indications of improving Canadian and U.S. economies. It is anticipated that the Bank of Canada will continue to keep interest rates low for the foreseeable future. In contrast, with the U.S. economy approaching near full employment levels and the impact of inflationary pressure from potential expansionary policies from the new U.S. Presidential Administration, it is generally believed that the U.S. Federal Reserve will continue to gradually raise interest rates in the near term. 26 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Overall, we remain well-positioned to withstand an unsettled retail environment due to our large size and dominant position in urban locations, including Canada's six major markets from which 75.5% of our portfolio net rental revenues are derived. In addition to the competitive advantage provided by RioCan's significant scale and urban presence, our resiliency is aided by the depth of our management team, our well diversified and stable portfolio, the portfolio potential for urban intensification, solid tenant base, flexible capital structure and conservative borrowing practices. We continue to expect to achieve organic growth over the long term. As the properties that were impacted by Target's departure begin to stabilize, we anticipate positive effects to same property net operating income ("NOI"). However, this will be partially offset by increased interest expenses as costs that were previously capitalized when the property was under redevelopment will again be expensed. In 2017, on a full year basis, we are expecting same property NOI to show positive growth assuming the current market conditions prevail. Macro Economic and Market Trends Canadian dollar The current uncertainty in the economic environment and anticipated rising interest rates in the U.S. may result in continued downward pressure on the Canadian dollar. However, we do not expect this trend to have a significant impact on RioCan's business or our tenants' operations. The prolonged weakness in the Canadian dollar has negatively impacted retailers that import goods from the U.S., although there may be some positive growth in retail sales resulting from fewer Canadians shopping in the U.S. The weaker Canadian dollar may also attract more tourists and foreign retailers to Canada, and more specifically to Canada's major urban centres where we have a significant presence. Growth in profit will also depend on our tenants' ability to manage import costs and pass through price increases. Alberta economy Low oil prices and the costly Fort McMurray wildfires made 2016 a very difficult year for the Alberta economy, putting it in recession territory. It has the highest provincial unemployment rate in Canada and the largest projected budget deficit Albertans have ever faced. The sharp economic contraction in Alberta also spread weakness across other sectors of the Canadian economy. With a modest recovery in oil prices to around US$50 per barrel and the rebuilding efforts in Fort McMurray slowly underway, our outlook for 2017 remains cautiously optimistic. Despite Alberta's attempts to diversify into non-energy dependent sectors, the province's recovery will still largely depend on the price of oil. If oil prices remain at their current levels, the headwinds will likely persist with potential to further impact retail and residential markets. If oil prices rise, we would anticipate a slow and gradual recovery with slightly improved market conditions ahead. Notwithstanding the foregoing, according to Statistics Canada, Alberta continues to lead the country in retail sales as measured on a per capita basis, although the effects of the recession are causing the gap to narrow. Occupancy rates in our Alberta portfolio are approximately 98% and valuations for RioCan's high quality, well-located assets in Alberta remain strong. Interest rates In its latest meeting, the Bank of Canada maintained the overnight interest rate at 0.5%, which we expect to remain unchanged for 2017. In the fourth quarter of 2016, the Bank of Canada lowered its growth expectations through 2018. The relatively low interest rate environment in Canada is positive for RioCan and should continue to provide interest savings as higher interest debt is refinanced upon maturity. We will monitor the economy and real estate markets with a view to ensuring that we continue to have adequate access to capital, either by way of equity, debt or strategic asset dispositions, to meet our business requirements and to maximize financing opportunities as they become available. E-commerce We believe that we are well-positioned for e-commerce trends based upon the depth and breadth of our retail portfolio, especially in urban markets. There is no question that we see evidence today of the disruptive effects of e-commerce on the traditional brick-and-mortar powerhouses, as giants like Walmart begin redirecting significant portions of their capital spending toward online sales capabilities. At the same time, urban population growth is generally out-pacing the overall population growth and cities tend not to be the traditional locations for most big box retail. That being said, shopping centres will always have a place for consumers as they remain the most cost-effective way for a retailer to distribute goods, and the most successful retailers in the future will be the ones that effectively execute a combined online and brick-and-mortar strategy. These retailers will employ models that have been adapted to integrate sales in their storefronts as well as catering to online sales, commonly referred to as 'omni channeling' to provide today's consumer with the choice of how they want to shop. In the changing face of retail, national tenants are increasingly realizing that they must provide this flexibility to their customers in order to remain relevant. Grocery stores have historically been more resistant to online consumer spending, and in Canada, most online grocery orders are filled at the store level rather than through a distribution warehouse. RioCan continues to pro actively bolster its portfolio through a greater focus on national and grocery anchor tenants and an improved overall shopping experience. 27 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS While e-commerce may have an impact on the size, mix and possibly even the location of physical stores, we expect that shopping centres are going to be a very important part of how retailers remain connected to their customers. For example, the two largest demographic groups are the Baby Boomers in their retirement years and the Millennials, each having very different spending habits than previous generations. The spending patterns of these two groups compound the effects of e-commerce by changing the focus of retail to more service-oriented providers, such as food and beverage, entertainment, personal services and fitness - or what we sometimes refer to as 'experiential retail'. Our recent residential strategy addresses these trends, in part, as it not only re-purposes the existing retail, but also focuses the retail component on today’s changing retail landscape. Canadian retail environment We expect fundamentals in Canadian retail real estate to remain steady in 2017, particularly necessity-based retail services and restaurants. The Canadian retail environment continues to work through the disruption caused by Target's departure from Canada and other announced store closures that occurred over the past 24 months. These closures have created a more cautious environment with retailers; however, the Canadian market still largely benefits from a sound retail tenant base that exhibits financial strength. Strategy Sale of U.S. Operations In May of 2016, we completed the sale of our U.S. portfolio of 49 retail properties located in the Northeastern U.S. and Texas at a total sale price US$1.9 billion. RioCan received cash proceeds of approximately US$1.0 billion on closing, which was net of approximately US$0.9 billion in mortgage debt. We have executed a strategy that has helped to reduce the dilutive effects of the sale. The proceeds from the sale have enhanced our corporate liquidity to fund our Canadian growth strategy and development pipeline as outlined above, and has also significantly deleveraged our balance sheet. We have simplified our business structure this year and expect to improve our strategic advantage in Canada by allowing us to focus exclusively on our Canadian operations. Canadian focus The successful sale of our U.S. portfolio in the second quarter of 2016 has provided us with enhanced liquidity and a stronger balance sheet in order to focus on our Canadian growth strategy and development pipeline. With 285 income producing properties in Canada offering approximately 43 million square feet of leasable space, our vision is to be the premier owner of Canadian shopping centres in our six major markets in addition to building and managing a portfolio of high quality mixed use urban assets with a substantial residential component. Our Canadian growth strategy entails the following: • • • • achieving organic growth by leveraging our existing strengths, such as our strong relationships with high quality tenants and partners, our size, diversity and experience; an investment strategy that promotes growth and learning by bringing in additional partners with expertise when needed and an acquisitions/divestitures program focused on selectively growing our presence in the six major markets; a disciplined development strategy for both commercial and mixed use, including a residential intensification program that includes purpose built, transit-oriented projects seeking to capitalize on our development capabilities and the high quality locational attributes of our land holdings; and lastly, financial strength through prudent balance sheet management ensuring continued access to cost effective capital in support of our investment and development strategies, such as our $1 billion unsecured credit facility providing the Trust with unprecedented liquidity. Development Program Many of our properties are located on or near existing or new transit lines approved by municipalities. It offers a tremendous opportunity to increase our portfolio value through redevelopment and intensification of existing properties. 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. The markets of Toronto, Calgary, and Ottawa are a principal focus of our development and intensification efforts. RioCan is committed to ensuring that the individual properties in the portfolio are utilized to their highest and best use over the long term. While there are numerous ways to utilize the existing properties beyond their current use of conventional retail centres, RioCan has focused on mixed use projects containing predominantly multi-residential (both rentals and condominiums), retail and, to a lesser extent, office rental buildings. In addition to opportunities being identified within the existing portfolio, certain properties owned as part of our real estate joint venture with HBC have the strong potential for intensification as urban mixed use properties. We will continue to use a staggered approach in our development program to avoid unnecessary concentration of development projects in a single period of time. This will allow us to balance our development risk exposure and effectively manage our capital and personnel resources. Residential Focus RioCan will continue to build our team to carry forward the residential development initiative as such initiative evolves, drawing from its existing areas of expertise. The current team is comprised of existing RioCan executives as well as third-party consultants. As the initiative continues to grow, additional resources may be added to the platform to facilitate such growth, including bringing in partners that have residential development and management expertise on a property-by-property basis. 28 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS There are numerous attributes that attracted RioCan to the multi-unit residential sector. The addition of residential density to existing sites is expected to enhance the value of the underlying retail element of a property. As well, we will be able to leverage our ownership of land in key urban locations, often those along mass transit lines, which should provide a competitive cost advantage. Residential is a sector that allows a steady income stream with a growth profile that will serve as a partial hedge against inflation. The residential rental sector serves as a healthy diversification to RioCan’s retail portfolio. Given our overall scale, we expect to drive long term efficiencies going forward. RioCan owns the underlying land, often at irreplaceable transit- oriented locations, thus giving us the unique opportunity to create a tremendous amount of portfolio value. Finally, residential rental projects will typically attract favourable financing terms based on the availability of Canadian Mortgage and Housing Corporation (CMHC) insurance. Acquisitions and Dispositions There is greater competition for acquisitions because of a significant number of well-capitalized high net worth investors and institutions seeking quality investments, especially due to the current low interest rate environment in Canada. Given the competitive nature of the acquisition market and limited supply of acquisitions that meet RioCan's criteria in selected markets, it is not currently expected that acquisitions will be a significant growth driver in the near term. On occasion, management may be approached by a partner interested in disposing of its interest in a co-owned property. Our ability to acquire our co-owners' interests in property where we already have an efficient management structure in place represents a competitive advantage because we can acquire managing interests in highly desirable assets that are unavailable on the open market. Consistent with our acquisition strategy noted above, we will continue to maintain a disciplined approach in evaluating these acquisition opportunities to ensure that they meet our investment criteria. RioCan will continue to dispose non-core assets in order to recycle capital into developments and acquisitions in higher growth major markets. We also evaluate the sale of selected assets as part of a process of actively managing our portfolio and as a means of increasing the portfolio weighting in the six major markets in Canada. Capital Management RioCan is committed to prudent management of its balance sheet. Management believes that the quality of RioCan’s assets and strong balance sheet are attractive to both lenders and equity investors, and should enable RioCan to continue to access multiple sources of capital at competitive rates. To support growth, RioCan employs a three-fold capital strategy: to provide the capital necessary to fund growth; to maintain sufficient flexibility to access capital in many forms, both public and private; and to manage the overall financial structure in a fashion that preserves investment grade credit ratings. 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 and a large pool of unencumbered assets; • maintain and expand as necessary 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. Co-owner Relationships We will continue to capitalize on the strength of our co-owner relationships to acquire property, enhance our development projects, leverage partner expertise and generate additional unitholder value pursuant to arrangements where RioCan earns fees for its services. SUSTAINABILITY Embedding Sustainability At RioCan, sustainability is an integral component of our strategy to maximize the value of our assets in order to create long term, reliable and increasing cash flow to our unitholders. Our objective for sustainability is to be among leaders in embedding sustainability practices in our business model. To us, embedding sustainability means that we enhance our business model and management approaches, considering sustainability in developments, operations, investment activities and corporate functions. Historically, we pursued a variety of sustainability initiatives at the corporate level and at the property level under Corporate Social Responsibility. In 2016, we confirmed a company wide commitment to sustainability and developed an overall strategy and plan for sustainability. We believe the term sustainability more accurately reflects the broader commitments we are making in building a sustainable business model and systematically embedding people, community and environmental considerations in our decision-making and performance evaluation. Embedding sustainability is our overall framework for bringing together our sustainability initiatives and plans. We recognize that sustainability is important to our employees, tenants, partners, investors and other diverse stakeholder groups. Our commitment is to make measurable progress on our Embedding Sustainability mandate and to report on the progress we are making to improve our sustainability performance. 29 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Our platform for sustainability focuses on three areas. To achieve the sustainability vision, we have centered on People, Community and Environmental leadership. People People leadership focuses on our tenants, consumers, partners, employees and investors. Starting with a safe place to live, work and shop at, we conduct business with integrity and transparency and strive to create mutually beneficial partnerships with our stakeholder groups. Examples of our people commitments include: • • Engage with our tenants, partners, employees and investors regularly to evaluate and evolve sustainability initiatives Strive for diversity so that our management teams and employee base reflect the diverse communities where we operate • Use sustainability as a platform for employee development, engagement programs and recruitment • Cooperate with tenants to meet joint sustainability goals • • Educate our stakeholders how sustainability is creating value to the company Engage our partners in contributing to our sustainability goals from the onset Community Community leadership builds on our history of investing in the communities where we operate and develop. Examples of our community commitments include: • • Be community stewards by proactively building relationships with and contributing to the communities in which we operate Support our Developments, Construction, Operations, Asset Management and Investment teams to create healthy, resource-efficient and durable buildings by having clear guidelines and decision frameworks • Continue to give back to our communities by investing in community initiatives that align with our values and sustainability priorities Environmental Environmental leadership strives to minimize the environmental impacts of our properties and developments. Examples of our environmental commitments include: • • Support our properties in embedding sustainable practices by providing standards, guidelines and training Invest in programs and equipment that enhance energy and water efficiency, indoor air quality and minimize waste to landfill Examine the viability of implementing renewable energy at new developments Protect and enhance the natural environment, where feasible These commitments frame our strategy and plan for sustainability at RioCan. • • For each pillar, we have identified specific initiatives to be implemented. We are also defining specific performance measures to track our progress on these initiatives. Over the next year, we will focus on developing sustainability polices and standards, formalizing our governance structure, communicating and educating stakeholders on our sustainability vision and plan, and preparing the organization to measure sustainability. In 2016, we completed a GRESB (Global Real Estate Sustainability Benchmark) diagnostic internally to identify specific areas of strength and areas for development. This diagnostic informed our overall Embedding Sustainability framework. In 2017, to further reinforce our commitment to measuring sustainability performance, we are preparing to participate in GRESB. In our 2017 MD&A, we will share the specific initiatives we will pursue and our approach to sustainability performance measurement. We have also integrated sustainability into our corporate reporting. Sustainability Governance We have assembled a Sustainability Steering Committee comprised of cross functional Executive and Leadership team members to oversee our sustainability strategy implementation and to drive performance improvements. Steering Committee members will sponsor and provide guidance on sustainability initiatives within the organization and enable performance measurement. We have also committed to hiring a full time resource to manage day-to-day sustainability strategy implementation. 30 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS 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 2016 Annual Consolidated Financial Statements. In connection with the sale of our U.S. assets, the consolidated statement of income results from our U.S. geographic segment are presented as discontinued operations in accordance with IFRS. All references, herein, to "Canada" and "U.S." represent the results from our continuing and discontinued operations, respectively. Continuing operations is comprised of our former Canadian geographic segment and discontinued operations is comprised of our former U.S. geographic segment. Non-GAAP Measures In addition to reported IFRS measures, industry practice is to evaluate real estate entities giving consideration, in part, to certain non-IFRS performance measures described below, such as funds from operations, net operating income and same store and same property net operating income growth. Management believes that these measures are helpful to investors because they are widely recognized measures of a REIT's performance and provide a relevant basis for comparison among real estate entities. In addition to the IFRS results, we also use these measures internally to measure the operating performance of our investment property portfolio. These measures are not in accordance with IFRS generally accepted accounting principles ("GAAP") and have no standardized definition prescribed by IFRS and, as such, our computation of these non-GAAP performance measures might not be comparable to similar measures reported by other issuers. Non-GAAP measures should not be considered as alternatives to net income or comparable metrics determined in accordance with IFRS as indicators of RioCan’s performance, liquidity, cash flows and profitability. We supplement our IFRS measures with these non-GAAP measures to aid in assessing our core performance and we report these additional measures so that investors may do the same. Management believes that the supplementary non-GAAP measures described below provide readers with a more comprehensive understanding of management's perspective on its operating performance. The Real Property Association of Canada (REALpac) recently undertook a project to draft a white paper prescribing revised definitions for certain non-GAAP financial measures of cash flow and operating performance commonly used by the Canadian real estate industry. RioCan intends to review these guidelines once they are issued with a view to adopt, where appropriate, the revised definitions for our first quarter 2017 reporting. Existing non-GAAP financial measures that could potentially be impacted are Adjusted Funds From Operations (AFFO) and a new non-GAAP measure called Adjusted Cash Flow from Operations (ACFO) could be introduced. The following discussion describes the non-GAAP measures RioCan management currently uses in evaluating its operating results. For greater clarity, each measure defined below includes the results from both continuing and discontinued operations on a combined basis. Funds From Operations (FFO) FFO is a non-GAAP financial measure of operating performance widely used by the Canadian real estate industry based on the definition set forth by REALpac, which published a white paper describing the intended use of FFO last revised in April 2014. It is RioCan's view that IFRS net income does not necessarily provide a complete measure of RioCan's recurring operating performance. This is primarily because IFRS net income includes items such as fair value changes of investment property that are subject to market conditions and capitalization rate fluctuations and gains and losses on the disposal of investment properties, including associated transaction costs and taxes, which are not representative of a company's recurring operating performance. For these reasons, RioCan has adopted REALpac's definition of FFO, which was created by the real estate industry as a supplemental measure of recurring operating performance. FFO is computed as IFRS consolidated net income attributable to RioCan common and preferred unitholders adjusted for items such as, but not limited to, unrealized changes in the fair value of investment properties and transaction gains and losses on the acquisition or disposal of investment properties (including related transactions costs and income taxes) calculated on a basis consistent with IFRS. FFO should not be construed as an alternative to net income or cash flows provided by or used in 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. A reconciliation of FFO to IFRS net income can be found under Results of Operations section in this MD&A. Operating Funds From Operations (OFFO) OFFO is a non-GAAP measure of operating performance approximating the recurring operating performance generated through the direct or indirect ownership and management of income properties. RioCan considers OFFO to be a meaningful measure because it adjusts for items included in FFO that management views as capital or transactional in nature. OFFO is currently a key internal measure of business performance that management uses to determine the level of employee variable incentive-based compensation and certain long-term incentive based equity unit awards each year. While there is no standard industry-defined measure of OFFO, management considers it a useful measure in helping readers further assess the Trust's core Investment property operating performance in a manner similar to management. In addition to the adjusting items in computing FFO as described above, OFFO adjusts for the following additional items: • certain costs, including interest and taxes, related to investment properties identified for future potential development that are currently inactive that, in management’s view, form part of the capital cost of such projects; 31 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS • • • demolition costs associated with backfilling vacant units on income producing properties that are not capitalized to the carrying value of investment property under IFRS; transaction gains and losses on the sale of residential inventory and marketable securities; and other gains and losses resulting from corporate transaction activities, such as the repayment of long-term debt and redemptions of preferred unit capital. A reconciliation of net income to OFFO is presented under the Results of Operations section of this MD&A. During 2016, RioCan's management undertook a review of its non-GAAP measures of financial performance. In an effort to improve comparability to other Canadian real estate reporting issuers and reduce the number of non-GAAP measures, RioCan will be transitioning toward FFO as its key measure of operating performance, and will no longer report OFFO effective January 1, 2017. Commencing with the first quarter of 2017, the Trust will be focusing on FFO as a key performance measure for determining the level of employee incentive-based compensation. Adjusted Funds From Operations (AFFO) AFFO is another non-GAAP financial measure of operating performance widely used by the real estate industry in Canada as an input in assessing a REIT's distribution payout ratio and for determining an appropriate level of sustainable common unitholder distributions over the long run. While distributions can be analyzed in comparison to FFO, management believes that AFFO makes a number of adjustments to FFO with the intention of providing a better measure of cash available for distribution. As such, AFFO starts with the computation of FFO and adjusts for the same items described in computing OFFO, with the exception of realized gains and losses on the disposition of marketable securities, which are included in FFO and AFFO, plus the following adjustments: • • • includes a deduction for straight-line rent revenue; adds back all non-cash unit-based compensation expenses; and includes deductions for normalized capital expenditures, which include both third-party leasing commissions and capital spending related to maintaining the physical condition and the existing earnings capacity of the Trust's income property portfolio. See below for further description of normalized capital expenditures. Effective January 1, 2017, the Trust intends to deduct internal leasing costs associated with income producing properties in the determination of AFFO. Gains and losses on marketable securities are included in AFFO as management considers such amounts when assessing the Trust's cash available for distribution to common unitholders. While there is no standard industry-defined measure of AFFO, management considers AFFO to be a useful supplementary disclosure in addition to the cash flow measures determined under IFRS. RioCan’s method of calculating AFFO will differ from other issuers’ methods and, accordingly, will not be comparable to such amounts reported by other issuers. A reconciliation of AFFO to net cash flow from operating activities is presented under Results of Operations. Normalized capital expenditures Normalized capital expenditures are an estimate made by management of the amount of ongoing capital investment required to maintain the condition of the physical property and current rental revenues. Management considers a number of items in estimating normalized capital expenditures relative to the growth in the age and size of the Trust's property portfolio. Such factors include, but are not limited to, review and analysis of seven to ten years of historical capital spending, comparison of each quarter's annualized actual spending activity to the annual budgeted capital expenditures as approved by our Board of Trustees at the beginning of each year and management's expectations and/or plans for the properties. Since actual capital expenditures can vary widely from quarter to quarter depending on a number of factors, management believes that normalized capital expenditures are a more relevant input than actual capital expenditures in assessing a REIT's distribution payout ratio and for determining an appropriate level of sustainable distributions over the long run. The number of factors affecting the quarterly variations in actual capital expenditures include, but are not limited to, lease expiry profile, tenant vacancies, age and location of the properties, general economic and market conditions, which impact the level of tenant bankruptcies and acquisitions and dispositions. As part of formulating its estimate of normalized capital expenditures, the Trust reviews its actual capital spending levels based on property performance and type of spend (e.g. HVAC, elevator, roof, parking lot, electrical, etc.) to determine the amount of ongoing capital investment required to maintain the condition of the physical property and current rental revenues. This review is done with representation and input from RioCan's cross-functional teams. Short-term fluctuations in actual capital expenditures are analyzed to remove any expenditures that are determined to not represent the level of ongoing maintenance capital investment. For example, during periods of adverse market conditions where RioCan experiences a period of higher tenant turnover, short-term spikes in leasing, re-tenanting costs and landlord work would not necessarily result in a material increase to the level of ongoing capital investment over the life cycle of a property, and accordingly, are removed from the actual costs for the purpose of determining normalized capital expenditures. Property capital expenditures that are generally expected to add to the overall earnings capacity of the property are considered revenue enhancing capital expenditures by management and are also excluded in determining the normalized capital expenditures. IFRS capital expenditures are further discussed and analyzed under the section Capital Expenditures on Income Properties. 32 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS 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 adjusted to normalize the impact of the application of the requirements of International Financial Reporting Interpretation Committee Issue 21, Levies (IFRIC 21) by matching the pro-rata expense over the period of property ownership with the actual timing of tenant cost recoveries. For the calculation of NOI, 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 for the calculation of NOI. The amount of property taxes and operating costs that can be recovered from tenants is impacted by property vacancy and fixed cost recovery tenancies. Management believes that NOI is a meaningful supplementary measure of operating performance of the Trust's income producing properties in addition to the most comparable IFRS measure, which we believe is operating income. The IFRS measure of operating income also includes residential inventory gains and losses as well as property and asset management fees earned from co-owners. While management considers its residential inventory and portfolio management activities part of its business operations, and thus operating income, such revenues are not part of how we evaluate the operating performance of our income producing properties. As such, we report NOI as a useful supplementary non-GAAP measure to report the operating performance of our income producing properties. NOI is an important measure of the income generated from the income producing properties 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 income producing 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. 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. 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. As part of our review of non-GAAP measures and our efforts to reduce the use of such measures as previously discussed, the Trust will be increasingly focusing on same property NOI growth as its key measure of portfolio performance, and will no longer report same store NOI growth effective January 1, 2017. While we acknowledge the usefulness of same store NOI growth as a good indicator of operating performance, in our view, it is less effective and a relatively cumbersome calculation relative to same property NOI as discussed below in the context of our considerable redevelopment program and tenant backfill initiatives where space is significantly reconfigured. 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. Enterprise Value Enterprise value is a non-GAAP measure calculated at the reporting period date as the sum of RioCan's total debt measured on a proportionate basis, common unit market capitalization and preferred unit market capitalization. This non-GAAP measure is used by RioCan management and the industry as a measure of total value of the REIT based on the market price of debt and equity instead of IFRS GAAP total assets. RioCan’s Proportionate Share Effective July 1, 2015, certain financial information previously presented in this MD&A as "RioCan's Interest" is disclosed in accordance with IFRS. Debt metrics, such as those described below, are shown on both an IFRS and a RioCan proportionate basis (as defined below). Unless otherwise indicated, comparative financial information has been updated to reflect the current year's presentation. All references to “RioCan’s proportionate share” refer to a non-GAAP financial measure representing RioCan’s proportionate interest in 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 certain results presented on a proportionate basis to be a meaningful measure because it is consistent with how RioCan and its partners manage the net assets and assess operating performance of each of its co-owned properties. The Trust currently accounts for its investments in joint ventures and associates using the equity method of accounting. The remaining definitions outlined below pertain to measures and/or inputs to our financial leverage, coverage ratios and other key metrics that we use to manage capital and to assess our liquidity, borrowing capacity and cost of capital. All of these measures include the results of both continuing and discontinued operations. In our opinion, the following ratios calculated on the basis of the combined continuing and discontinued operations provides a more meaningful measure of financial performance with respect to the periods reported. 33 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) Adjusted EBITDA is a non-GAAP measure that is used by management as an input in several of our debt metrics, providing information with respect to certain financial ratios that we use in measuring our debt profile and assessing our ability to satisfy obligations, including servicing our debt. Adjusted EBITDA is used as an alternative to IFRS net income because it excludes major non-cash items (including, but not limited to, depreciation and amortization expense, unit-based compensation costs and fair value gains and losses on investment properties), interest costs, current and deferred tax expenses (recoveries), transaction gains and losses on the disposition of investment properties and equity accounted investments, transaction costs and other items that management considers either non-operating in nature or related to the capital cost of our investment properties. Realized gains and losses on the disposition of marketable securities are included in Adjusted EBITDA for purposes of management assessing the Trust's ongoing ability to satisfy its obligations and service its debt. A reconciliation of Adjusted EBITDA to IFRS net income and the debt metrics that utilize Adjusted EBITDA are presented under Capital Resources and Liquidity - Debt and Leverage Metrics in this MD&A. Operating EBITDA Operating EBITDA is a non-GAAP measure that is used by management in the computation of certain debt metrics, providing information with respect to certain financial ratios that we use in measuring our debt profile, excluding debt-related to properties under development. 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 arising on the disposition of residential inventory and marketable securities, as well as certain costs related to currently inactive development projects that, in management’s view, form part of the capital cost of such projects. Operating EBITDA is used as an input to our debt metrics and can be calculated on both a RioCan's proportionate share basis and using IFRS reported amounts, depending on the basis of presentation. A reconciliation of Operating EBITDA to IFRS net income is presented under Capital Resources and Liquidity - Debt and Leverage Metrics. Debt to Adjusted EBITDA Debt to adjusted EBITDA is a non-GAAP measure of our financial leverage calculated on a rolling twelve month basis and defined as our quarterly average total debt (net of cash and cash equivalents) divided by Adjusted EBITDA. Debt to adjusted EBITDA is calculated and presented in the Debt and Leverage Metrics section of this MD&A on both a RioCan's proportionate share basis and using IFRS reported amounts. Operating Debt to Operating EBITDA Operating debt to operating EBITDA is a non-GAAP measure of our financial leverage calculated on a rolling twelve month basis and defined as our quarterly average total debt (net of cash and cash equivalents) less a portion of such debt allocated to properties under development divided by operating EBITDA. Operating debt to operating EBITDA is calculated and presented in the Debt and Leverage Metrics section of this MD&A on both a RioCan's proportionate share basis and using IFRS reported amounts. Effective January 1, 2017, the Trust will be increasingly focusing on debt to adjusted EBITDA as part of its efforts to reduce the number of reported non-GAAP measures and improve comparability to other Canadian real estate issuers. Debt Service Coverage Debt service coverage is a non-GAAP measure of our financial leverage calculated on a rolling twelve month basis and is defined as adjusted EBITDA divided by the sum of total interest costs (including interest that has been capitalized) and scheduled mortgage principal amortization. It measures our ability to meet our debt service obligations on a 12-month rolling basis. Debt service coverage is calculated and presented in the Debt and Leverage Metrics section of this MD&A on both a RioCan's proportionate share basis and using IFRS reported amounts. Interest Coverage Interest coverage is a non-GAAP measure of our financial leverage calculated on a rolling twelve month basis and is defined as adjusted EBITDA divided by total interest costs (including interest that has been capitalized). It measures our ability to meet our interest cost obligations on a 12-month rolling basis. Interest coverage is calculated and presented in the Debt and Leverage Metrics section of this MD&A on both a RioCan's proportionate share basis and using IFRS reported amounts. Fixed Charge Coverage Fixed charge coverage is a non-GAAP measure of our financial leverage calculated on a rolling twelve month basis and is defined as adjusted EBITDA divided by total interest costs (including interest that has been capitalized) and distributions declared and/or paid to common and preferred unitholders. It measures our ability to meet our interest and unitholder distribution obligations on a 12-month rolling basis. Fixed charge coverage is calculated and presented in the Debt and Leverage Metrics section of this MD&A on both a RioCan's proportionate share basis and using IFRS reported amounts. 34 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Selected Annual Information (thousands of dollars, except where otherwise noted) Revenue (i) Net income from continuing operations Net income FFO (ii) OFFO (ii) AFFO (ii) Total debt (iii) Weighted average common units outstanding – diluted (in thousands) Per unit basis (diluted) Net income from continuing operations Net income FFO (ii) OFFO (ii) AFFO (ii) Common unitholder distributions Key Ratios Same property NOI growth (decline) % (ii) Common unitholder distributions paid as a percentage of AFFO (v) Debt to total assets (iii) (vi) Debt to total assets (RioCan's proportionate share) (ii) (vi) Interest coverage (RioCan's proportionate share) (ii) (vi) Debt to adjusted EBITDA (RioCan's proportionate share) (ii) (vi) Operating debt to operating EBITDA (RioCan's proportionate share) (ii) (vi) Weighted average contractual interest rate Unencumbered assets to unsecured debt (ii) (iv) % NOI expected to be generated from unencumbered assets (ii) 2016 1,133,332 683,151 830,838 547,879 545,498 501,183 5,653,592 325,665 2015 2014 1,087,736 1,025,003 417,566 142,437 622,364 556,680 500,976 7,413,370 319,983 447,715 663,965 506,785 517,414 463,556 6,443,565 308,672 $ 2.06 $ 1.26 $ 1.40 $ 2.51 $ 0.40 $ 2.10 $ 1.68 $ 1.94 $ 1.64 $ 1.68 $ 1.74 $ 1.68 $ 1.54 $ 1.57 $ 1.50 $ 1.41 $ 1.41 $ 1.41 0.5% 91.4% 39.7% 40.0% 3.36 8.10 7.74 3.54% 240% 49.5% (1.8)% 90.4% 46.1% 46.3% 3.07 8.34 7.93 3.65% 166% 25.1% 1.6% 93.4% 43.7% 43.8% 2.89 8.09 7.67 4.04% 137% 19.9% (i) Revenue is the sum of rental revenue, property and asset management fees and residential inventory sales. (ii) Represents a non-GAAP measure. RioCan's method of calculating non-GAAP measures may differ from other reporting issuers' methods and accordingly may not be comparable. For definitions and basis of presentation of RioCan's non-GAAP measures, refer to the section Presentation of Financial Information and Non-GAAP Measures in this MD&A. (iii) Debt to total assets is a non-GAAP measure and is calculated as total debt less cash and cash equivalents as of December 31 of each year, divided by total assets, excluding cash and cash equivalents. Total debt is defined as the sum of mortgages payable, lines of credit and other bank loans, mortgages on properties held for sale and debentures payable. (iv) Unencumbered assets to unsecured debt is a non-GAAP measure and is defined as unencumbered assets divided by unsecured debt. (v) Calculated on a trailing twelve month basis. For further discussion of the Trust's common unitholder distributions as a percentage of AFFO, refer to the section Capital Resources and Liquidity in this MD&A. (vi) Refer to the sections Capital Structure and Debt and Leverage Metrics in this MD&A for further details. 35 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS 2016 Financial Highlights Due to the sale of our U.S. property portfolio in the second quarter of 2016, our results are presented on both a continuing and discontinued operations basis below. Net income attributable to unitholders (thousands of dollars, except per unit amounts) Net income (loss) attributable to unitholders: Continuing operations Discontinued operations Three months ended December 31, Year ended December 31, 2016 2015 2016 2015 $ 178,472 $ 199,796 $ 683,060 (14,013) (377,837) 147,687 Net income (loss) attributable to unitholders $ 164,459 $ (178,041) $ 830,747 Net income (loss) per unit attributable to unitholders (basic): Continuing operations Discontinued operations $ 0.54 $ (0.04) Net income (loss) per unit attributable to unitholders (basic) $ 0.50 $ Net income (loss) per unit attributable to unitholders (diluted): Continuing operations Discontinued operations $ 0.54 $ (0.04) Net income (loss) per unit attributable to unitholders (diluted) $ 0.50 $ 0.61 (1.17) (0.56) 0.61 (1.17) (0.56) $ $ $ $ 2.06 0.45 2.51 2.06 0.45 2.51 $ $ $ $ $ $ 416,892 (275,129) 141,763 1.26 (0.86) 0.40 1.26 (0.86) 0.40 Continuing Operations 2016 Net income from continuing operations attributable to unitholders for the year ended December 31, 2016 is $683 million compared to $417 million during the same period in 2015, representing an increase of $266 million or 64%. Excluding a $274 million increase in fair value and the $88 million Target settlement received in 2015, net income from continuing operations attributable to unitholders for the year ended December 31, 2016 is $500 million compared to $420 million in 2015, representing an increase of $80 million or 19%. The increase of $80 million is largely the net effect of the following: • • • • • • • • • $42 million of income primarily due to property acquisitions (net of dispositions), higher same property performance and higher operating income from greenfield developments, net of lower lease cancellation fees; $14 million in gains related to the sale of marketable securities; $9.9 million in lower debt redemption costs; $8.7 million in gross transaction gains mainly due to gains from the disposition of one investment property during 2016 and the impact of a third quarter 2015 transaction loss upon transfer of certain assets and liabilities to form the RioCan-HBC joint venture; $7.2 million in interest savings arising mainly from the refinancing of debt at lower interest rates and lower average debt outstanding; $5.1 million in higher deferred tax recoveries, partly offset by $3.5 million in lower property and management fees mainly related to lost management fees due to the purchase of additional co-ownership interests during Q4 2015 and Q3 2016; $2.5 million in lower income associated with our residential inventory sales; and $2.4 million in higher leasing and general and administrative expenses. For a discussion of fair value adjustments during the year ended December 31, 2016, refer to the Other income (loss) section of this MD&A. Q4 2016 Net income from continuing operations attributable to unitholders for the fourth quarter of 2016 is $178 million compared to $200 million during the same period in 2015, representing a decrease of $21 million. Excluding a $43 million increase in fair value and the $88 million Target settlement received in the same period of 2015, net income from continuing operations attributable to unitholders for the fourth quarter of 2016 is $134 million compared to $110 million in 2015, representing an increase of $24 million or 22%. The increase of $24 million is largely the net effect of the following: • • $18 million of income primarily due to property acquisitions (net of dispositions) and increased same property performance, net of lower lease cancellation fees; $4.4 million in lower interest expense primarily due to interest savings on the refinancing of aggregate debt at lower effective rates and less total debt outstanding; 36 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS • • • • • • • $3.7 million in gains related to the sale of marketable securities; $2.6 million in lower transaction costs due to the level of and timing of property acquisition and disposition activity in 2016 relative to 2015; $4.4 million in higher deferred tax recoveries, partly offset by $4.6 million in lower other income primarily due to a fourth quarter 2015 net transaction gain related to the transfer of certain assets and liabilities to form the RioCan-HBC joint venture; $2.5 million in lower income associated with our residential inventory sales due to cost adjustments; $1.4 million in less property and asset management fees; and $1.3 million in lower dividend income from marketable securities. For the fourth quarter 2016 and 2015 consolidated statements of income refer to Quarterly Results and Trend Analysis section of this MD&A. For a discussion of fair value adjustments during the quarter, refer to the Other income (loss) section of this MD&A. Discontinued Operations 2016 Net income from discontinued operations attributable to unitholders is $148 million compared to a net loss of $275 million in 2015, representing an increase of $423 million. This increase was primarily due to the inclusion in 2015 net income from discontinued operations of a $147 million fair value loss mainly due to an increase in capitalization rates of our Northeast U.S. portfolio and a $230 million deferred tax provision relating to the sale of the U.S. portfolio. Excluding these factors, income from discontinued operations attributable to unitholders for the year ended December 31, 2016 decreased by $76 million. This $76 million decrease is explained by the following: $123 million of reduced operating income due to operations ceasing in May 2016 from the sale of our U.S. property portfolio, partly offset by higher transaction gains of $9.2 million due to our U.S. asset sale (net of related transaction costs), lower interest costs and other expenses of $34 million, and reduced losses from equity accounted joint ventures of $4.1 million. Q4 2016 The net loss from discontinued operations attributable to unitholders is $14 million this quarter compared to $378 million in 2015, representing a reduction in net loss of $364 million from the prior period, mainly due to the sale of our U.S. property portfolio. The net loss during the quarter is the result of $2.5 million in additional professional fees in connection with the disposition of our U.S. property portfolio and $11 million in higher current tax expense, which includes the impact of foreign exchange translation on accrued taxes payable and an additional current tax provision. Operating Income The IFRS operating income for the quarter and year ended December 31, 2016 and 2015 are as follows: (thousands of dollars) Revenue Rental income Residential inventory sales Property and asset management fees Direct costs Property operating costs Recoverable under tenant leases Non-recoverable from tenants Residential inventory cost of sales Three months ended December 31, Year ended December 31, 2016 2015 2016 2015 $ $ $ 285,257 $ 263,893 $ 1,103,884 $ 1,039,068 3,353 2,968 22,888 4,355 16,262 13,186 31,937 16,731 291,578 $ 291,136 $ 1,133,332 $ 1,087,736 101,058 $ 96,386 $ 397,776 $ 373,698 5,233 4,550 110,841 6,316 21,563 124,265 19,684 16,188 433,648 20,465 29,343 423,506 664,230 Operating income $ 180,737 $ 166,871 $ 699,684 $ 2016 Operating income from continuing operations for the year ended December 31, 2016 is $700 million compared to $664 million during the same period in 2015, representing an increase of $35 million or 5.3%. The increase of $35 million is primarily the net effect of the following: • • • $43 million higher operating income due to acquisitions net of dispositions, particularly due to the acquisition of increased ownership interests in thirty RioCan/Kimco and four CPPIB co-owned properties in 2016; $2.7 million of same property operating income growth particularly as a result of progress on Target backfill and same store growth, as further explained in the NOI section below; offset by $7.0 million lower lease cancellation fees compared to 2015 largely due to a $4.8 million fee received from one tenant at RioCan Centre Victoria during the first quarter of 2015 and $3.7 million in fees from two tenants at Yonge Eglinton Centre in 37 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS the third quarter of 2015; $3.5 million in lower property and management fees; and $2.5 million in lower residential inventory sales, net of cost of sales, due to less residential units sold during the year. • • Q4 2016 Operating income from continuing operations for the year ended December 31, 2016 is $181 million compared to $167 million during the same period in 2015, representing an increase of $14 million or 8.3%. The increase of $14 million is the net effect of largely the following: • • • • • $11 million higher operating income connected with acquisitions net of dispositions, particularly due to the acquisition of increased ownership interests in four CPPIB co-owned properties in 2016; $3.3 million of same property operating income growth particularly as a result of progress on Target backfills and same store growth; $3.3 million in higher straight-line rent revenue; offset by, $1.4 million in lower property and management fees; and $2.5 million in lower residential inventory sales, net of cost of sales, due to less residential units sold during the year. For the fourth quarter 2016 and 2015 consolidated statements of income refer to Quarterly Results and Trend Analysis section of this MD&A. Net Operating Income (NOI) This NOI section is a sub-section of the MD&A related to IFRS operating income. The NOI for the quarter and year ended December 31, 2016 and 2015 is as follows: (thousands of dollars) Operating income (i) Adjusted for the following: Residential inventory Sales Cost of sales Property and asset management fees Three months ended December 31, Year ended December 31, 2016 2015 2016 2015 $ 180,737 $ 166,871 $ 699,684 $ 664,230 (3,353) 4,550 (2,968) (22,888) 21,563 (4,355) (16,262) 16,188 (13,186) (31,937) 29,343 (16,731) NOI $ 178,966 $ 161,191 $ 686,424 $ 644,905 NOI as a percentage of rental revenue (excluding the impact of lease cancellation fees) Add: NOI of proportionate share of equity accounted investments RioCan-HBC JV Other (ii) 62.7% 61.0% 62.1% 61.6% 3,191 176 2,858 279 12,271 933 5,531 1,054 NOI - RioCan's proportionate share $ 182,333 $ 164,328 $ 699,628 $ 651,490 (i) (ii) In accordance with IFRS. Includes NOI from RioCan's Canadian equity accounted investments in Dawson-Yonge LP, WhiteCastle New Urban Fund, LP, WhiteCastle New Urban Fund 2, LP and WhiteCastle New Urban Fund 3, LP. 38 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Canadian Portfolio Same store and same property NOI for the quarter and year ended December 31, 2016 and 2015 are as follows: 0.6% (1.9%) 0.5% nm (93.3%) 42.8% 7.6% (69.7%) 9.3% 5.3% 6.4% nm (11.5%) 7.4% (thousands of dollars) Same store (i) Redevelopment and intensification (ii) Same properties (iii) Acquisitions (iv) Dispositions (v) Greenfield development (vi) NOI before adjustments Lease cancellation fees Straight-line rent adjustment NOI from properties under development (vii) Three months ended December 31, 2016 2015 Increase (decrease) Year ended December 31, 2016 2015 Increase (decrease) $ 146,233 $ 143,714 1.8% $ 564,114 $ 560,957 5,493 151,726 21,257 — 779 4,733 148,447 8,717 2,038 230 173,762 159,432 113 582 145 3,916 1,143 16.1% 2.2% nm (100.0%) nm 9.0% 28.3% nm 1,064 7.4% 24,862 588,976 76,317 1,192 5,594 672,079 3,052 7,263 4,030 25,332 586,289 16,264 17,901 3,918 624,372 10,062 6,643 3,828 NOI $ 178,966 $ 161,191 11.0% $ 686,424 $ 644,905 Add: NOI of proportionate share of equity accounted investments: RioCan-HBC JV Other (viii) 3,191 176 2,858 279 11.7% (36.9%) 12,271 933 5,531 1,054 NOI - RioCan's proportionate share $ 182,333 $ 164,328 11.0% $ 699,628 $ 651,490 “nm” – not meaningful. (i) Refer to the same store NOI definition in the Non-GAAP Measures section of this MD&A. (ii) Redevelopment and intensification represents NOI from income producing properties or specific units within a property being re-positioned or expanded. (iii) Refer to the same property NOI definition in the Non-GAAP Measures section of this MD&A. (iv) Acquisitions represent NOI from income producing properties purchased during the periods being compared. (v) Dispositions represent NOI from income producing properties sold during the periods being compared. (vi) Greenfield development represents NOI from greenfield properties as each individual unit is 100% income producing for two comparable periods. (vii) NOI from properties under development represents NOI from properties acquired for re-development purposes. (viii) Includes NOI from RioCan's Canadian equity accounted investments in Dawson Yonge LP, WhiteCastle New Urban Fund, LP, WhiteCastle New Urban Fund 2, LP and WhiteCastle New Urban Fund 3, LP. 2016 Same store NOI grew by 0.6% or $3.2 million compared to the same period in 2015 as explained by the following aggregate changes: • • $25.4 million of higher NOI comprising $14.8 million from new leasing (including re-leased space due to bankruptcies and lease cancellations), $6.4 million increased rent from renewals and rent steps, $3.5 million in percentage rent and a decrease of $0.7 million in Target co-tenancy claims; partially offset by $22.2 million of lower NOI resulting from vacancies (including the impact of previously agreed upon lease cancellations). Same property NOI increased 0.5% or $2.7 million year to date primarily due to the reasons cited above as well as the timing of redevelopment projects completed in 2015 and 2016. NOI benefited from higher property acquisition activity, net of disposals, primarily due to the acquisition of the increased ownership interests in thirty RioCan/Kimco and four CPPIB co-owned properties. In aggregate, acquisitions net of disposition activity, generated an additional $43 million of NOI, excluding the impact of lost property management fees. Lease cancellation fees decreased $7.0 million compared to 2015 largely due to a $4.8 million fee received from one tenant at RioCan Centre Victoria during the first quarter of 2015 and $3.7 million in fees from two tenants at Yonge Eglinton Centre in the third quarter of 2015. Q4 2016 Same store NOI grew by 1.8% or $2.5 million compared to the same period in 2015 as explained by the following aggregate changes: • $8.1 million of higher NOI comprising $4.2 million from new leasing (including re-leased space due to bankruptcies and lease cancellations), $1.4 million increased rent from renewals and rent steps, $1.3 million increase in percentage rent and a decrease of $1.2 million in Target co-tenancy claims; partially offset by • $5.6 million of lower NOI resulting from vacancies (including the impact of previously agreed upon lease cancellations) 39 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS The impact of Target co-tenancy losses on same store NOI was favourable this quarter due to the reduction in the number of tenants that are entitled to rent abatement provisions as compared to prior periods. Same property NOI increased 2.2% or $3.3 million this quarter primarily driven by the reasons cited above, as well as the completion of other development properties, including a portion of Target backfill at three locations. NOI continues to benefit from higher property acquisition activity, net of disposals, primarily due to the acquisition of the increased ownership interests in thirty RioCan/Kimco as well as four CPPIB co-owned properties. In aggregate, acquisitions, net of disposition activity, generated an additional $11 million of NOI, excluding the impact of lost property management fees. Straight-line rent increased $3.3 million from the prior period primarily due to $2.2 million in adjustments recognized this quarter in connection with certain 2015 property acquisitions and $1.5 million due to the write-off of Target unamortized rents in the fourth quarter of 2015. Other Income (Loss) The components of other income (loss) are as follows: Continuing Operations (thousands of dollars) Interest income Income from equity accounted investments Fair value gains (losses) on investment properties, net Investment and other income Other income 2016 Three months ended December 31, Year ended December 31, 2016 1,657 $ 4,521 44,371 6,762 2015 1,457 $ 4,510 1,183 97,261 2016 5,744 $ 9,972 182,888 33,268 57,311 $ 104,411 $ 231,872 $ 2015 5,370 10,378 (91,548) 98,426 22,626 $ $ Income from equity accounted investments mainly includes our share of the income from the RioCan-HBC joint venture. For further details on the 100% results of operations of the RioCan-HBC joint venture, refer to the section Co-ownerships Arrangements in this MD&A. During the three months and year ended December 31, 2016, we recognized fair value gains that were $43 million and $274 million higher than the comparative periods in 2015, respectively. For both the quarter and year of 2016, we recorded fair value gains primarily driven by capitalization rate compression and higher stabilized net operating income on certain income producing properties, the revaluation of interests in previously co-owned properties and valuation adjustments on specific development properties. For the year ended December 31, 2015, the Trust recorded fair value losses which mainly reflected valuation adjustments resulting from Target's exit from Canada and interior renovation costs at some of our enclosed malls. Included in investment and other income for the three months and year ended December 31, 2016 is a $3.7 million and $14 million transaction gain on the sale of marketable securities and investment income of $3.1 million and $13 million, respectively. Also in 2016, RioCan realized a $6.1 million transaction gain on the sale of one investment property. During 2015, other income included $88 million of aggregate net cash proceeds relating to the Target settlement and $13 million of investment income, partly offset by a transaction loss of $2.6 million. For the fourth quarter 2016 and 2015 consolidated statements of income refer to Quarterly Results and Trend Analysis section of this MD&A. Discontinued Operations (thousands of dollars) Loss from an equity accounted investment Other income Fair value gains (losses) on investment property, net Other income (loss) 2016 Three months ended December 31, Year ended December 31, $ $ 2016 — $ — — 2015 — $ — (174,782) 2016 — $ 66,404 16,899 — $ (174,782) $ 83,303 $ 2015 (4,145) 7,529 (147,060) (143,676) The loss from an equity accounted investment of $4.1 million related to a U.S. joint venture which was sold in July 2015. Included in other income for the year ended December 31, 2016 is a $255 million realized foreign currency exchange gain reclassified from other comprehensive income, partly offset by a $190 million portfolio discount in connection with the U.S. asset sale. The fair value losses of $175 million and $147 million for the three months and year ended December 31, 2015, respectively, are mostly attributable to an increase in capitalization rates of our Northeast U.S. portfolio in 2015, as well as other property specific adjustments. 40 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Other Expenses Interest costs Continuing Operations The components of interest costs are as follows: (thousands of dollars) Total interest Interest costs capitalized to investment property Net interest Percentage capitalized to investment properties Three months ended December 31, Year ended December 31, $ $ 2016 49,787 (6,323) 43,464 12.7% $ $ 2015 55,285 (7,432) 47,853 13.4% $ $ 2016 206,989 (27,462) 179,527 $ $ 13.3% 2015 214,203 (27,431) 186,772 12.8% Net interest costs from continuing operations decreased $4.4 million and $7.2 million for the three months and year ended December 31, 2016, respectively, compared to the same periods in 2015. Interest costs have decreased over both periods mainly due to interest savings on the refinancing of fixed rate mortgages, interest savings resulting from our cross currency swap program and the reduction of overall leverage using net proceeds from the U.S. property portfolio sale. As at December 31, 2016, the weighted average contractual interest rate of our total debt is 3.54% (December 31, 2015 - 3.65%). Interest capitalized to investment properties for the year ended December 31, 2016 remained flat compared to 2015, primarily due to higher redevelopment activity associated with the former Target properties being offset by lower portfolio weighted average interest rates. Interest is capitalized to properties under development at weighted average effective interest rates of 3.66% and 3.94% for the three months and year ended December 31, 2016, respectively (December 31, 2015 – 4.14% and 4.23%, respectively). For the fourth quarter 2016 and 2015 consolidated statements of income refer to Quarterly Results and Trend Analysis section of this MD&A. Discontinued Operations Interest costs relating to discontinued operations decreased $13 million and $30 million for the three months and year ended December 31, 2016, respectively, compared to the same periods in 2015 due to the repayment of all of our U.S. mortgages in connection with our U.S. property portfolio sale in the second quarter of 2016. General and Administrative Continuing Operations The components of general and administrative expenses are as follows: Three months ended December 31, Year ended December 31, (thousands of dollars) 2016 2015 2016 Non-recoverable salaries and benefits $ 9,915 $ 9,131 $ 41,169 $ Capitalized to investment properties (i) Leasing costs Non-recoverable salaries and benefits, net Unit-based compensation expense Depreciation and amortization Other general and administrative (ii) (1,666) (2,538) 5,711 2,286 1,078 4,925 (1,641) (2,064) 5,426 1,615 1,073 6,740 (7,883) (9,718) 23,568 6,745 4,386 17,521 Total general and administrative expense $ 14,000 $ 14,854 $ 52,220 $ 2015 36,555 (6,942) (8,407) 21,206 4,741 4,434 20,670 51,051 Total general and administrative expense as a percentage of rental revenue 4.9% 5.6% 4.7% 4.9% (i) Amounts capitalized to investment properties are comprised of salaries and benefits related to development and landlord work. (ii) Other general and administrative primarily includes information technology costs, public company costs, travel, marketing, legal and professional fees. 2016 For the year ended December 31, 2016, general and administrative expenses increased $1.2 million or 2.3% primarily due to the following: an increase of $2.4 million in net non-recoverable salaries and benefits, $2.0 million in higher unit-based compensation, partially offset by a $3.1 million decrease in other general and administrative expenses. Net non-recoverable salaries and benefits was higher compared to 2015 primarily due to certain employee termination costs as well as general merit-based salary increases. The increase in unit-based compensation expense compared to 2015 was mainly due to certain historical performance unit awards subject to accelerated vesting in connection with our CEO's three-year employment commitment agreement entered into during February 2016. 41 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS The decrease in other general and administrative costs mainly relate to a favourable outcome on certain tax filings that were accrued in Q4 2015 and lower advertising and marketing costs during the year. Q4 2016 For the three months ended December 31, 2016, general and administrative expenses decreased $0.9 million or 5.7% primarily due to changes in the following costs: $1.8 million decrease mainly due to a favourable outcome related to certain tax filings in the normal course, partly offset by $0.7 million in higher unit-based compensation expense. The changes in unit-based compensation and other general and administrative expenses are mostly due to the same factors as described above for 2016. For the fourth quarter 2016 and 2015 consolidated statements of income refer to Quarterly Results and Trend Analysis section of this MD&A. Leasing Costs Continuing Operations Leasing costs are comprised of the payroll costs of our internal leasing department and related administration costs. For the three months and year ended December 31, 2016, leasing costs increased $0.3 million and $1.2 million compared to the prior comparative periods. The increase in leasing costs of our leasing and administrative operation is primarily due to employee termination costs incurred during the year, general merit-based salary increases and the timing of prior year variable compensation payments. For the fourth quarter 2016 and 2015 consolidated statements of income refer to Quarterly Results and Trend Analysis section of this MD&A. Transaction and Other Costs Continuing Operations Transaction and other costs related to Canadian operations decreased $2.6 million and $0.9 million for the three months and year ended December 31, 2016, respectively, due to the level of and timing of property acquisition and disposal activity in 2016 compared to 2015. For the fourth quarter 2016 and 2015 consolidated statements of income refer to Quarterly Results and Trend Analysis section of this MD&A. Discontinued Operations Transaction and other costs related to our discontinued operations decreased by $1.0 million and increased by $50 million for the three months and year ended December 31, 2016, respectively. In connection with the closing of our U.S. property sale, RioCan incurred transaction costs such as investment banking fees, legal fees, franchise and land transfer taxes, employee retention amounts and other transaction costs. We do expect to incur some ongoing transaction-related professional fees and advisor costs in connection with the U.S. property sale, which will be presented in our results from discontinued operations. 42 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Funds from Operations (FFO) and Operating Funds from Operations (OFFO) The following table presents a reconciliation of IFRS net income attributable to unitholders to FFO and OFFO on both a continuing and discontinued operations basis: (thousands of dollars, except per unit amounts) 2016 2015 2016 2015 Net income from continuing operations attributable to unitholders $ 178,472 $ 199,796 $ 683,060 $ 416,892 Three months ended December 31, Year ended December 31, Add back/(Deduct): Fair value (gains) losses, net Non-controlling interest relating to fair value losses Fair value (gains) losses included in equity accounted investments Deferred income tax expense (recovery) Internal leasing costs Transaction (gains) losses on investment properties, net (i) Transaction costs (i) Preferred trust unit redemption (ii) Preferred unit distributions Foreign exchange loss FFO from continuing operations (44,371) (1,183) (182,888) 91,548 — (1,476) (3,000) 2,663 — 1,978 — 43 468 1,350 2,340 (4,608) 4,574 — (1,757) (3,397) — — 91 846 (3,850) 10,931 (6,075) 8,165 (4,304) (8,667) — 674 676 1,290 9,750 2,632 8,459 — (13,590) 131 $ 132,509 $ 199,383 $ 497,309 $ 518,462 Net income (loss) from discontinued operations attributable to unitholders $ (14,013) $ (377,837) $ 147,687 $ (275,129) Add back/(Deduct): Fair value (gains) losses, net Fair value losses included in equity accounted investments Deferred income tax expense (recovery) Internal leasing costs Accrued property tax expense (recovery) under IFRIC 21 Foreign exchange gain related to realty taxes (iii) Transaction gains on sale of U.S. investment properties, net (iii) Transaction costs on sale of U.S. investment properties (iii) Current taxes on U.S. income properties sold FFO from discontinued operations FFO FFO from continuing operations Add back/(Deduct): Costs not capitalized on non-active developments (iv): Property operating costs Interest costs Demolition costs (v) (Gain) loss on sale of residential inventory Target settlement proceeds, net Long-term debt redemption costs Preferred trust unit redemption (ii) Other transaction gains, net (vi) OFFO from continuing operations FFO from discontinued operations Deduct: Transaction (gains) losses, net (vii) OFFO from discontinued operations OFFO — — — — — — — 2,511 11,167 174,782 (16,899) 147,060 — — 4,694 230,474 (230,675) 230,474 185 (8,297) (1,176) 706 25,145 — — (65,116) 3,464 53,562 — 136,160 2,022 — (1,176) (7,529) 3,486 — $ (335) $ 21,595 $ 50,570 $ 103,902 $ 132,174 $ 220,978 $ 547,879 $ 622,364 $ 132,509 $ 199,383 $ 497,309 $ 518,462 479 1,459 — 1,197 — — — 354 1,833 487 (1,285) (88,267) — — 1,603 5,800 891 (74) — — 4,304 1,175 6,811 2,164 (2,594) (88,267) 9,929 — (3,582) (421) (12,596) (3,380) $ 132,062 $ 112,084 $ 497,237 $ 444,300 $ $ (335) $ 21,595 $ 50,570 $ 103,902 — 8,478 (2,309) 8,478 (335) $ 30,073 $ 48,261 $ 112,380 $ 131,727 $ 142,157 $ 545,498 $ 556,680 (i) Represents net transaction gains, losses and costs related to Canadian property acquisitions and dispositions during the period. (ii) Represents the excess of par redemption value over the carrying value of our Series A preferred trust units redeemed on March 31, 2016. (iii) Net transaction gains associated with discontinued operations represents the realized gains on disposal of U.S. investment properties and related transaction costs. (iv) To calculate OFFO, the Trust adjusts for certain costs not capitalized for IFRS, primarily associated with non-active excess density projects 43 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS identified for future potential development that, in management's view, forms part of the capital cost of these projects. (v) Represents demolition costs associated with backfilling vacant units on income producing properties; in management's view, forms part of the capital cost of these properties. (vi) Current period amounts mainly represent realized transaction gains on the sale of marketable securities; comparative amounts primarily include our share of transaction gains and losses included in equity accounted investments that have been excluded in the calculation of OFFO. Realized gains and losses on the sale of marketable securities are included in FFO and AFFO. (vii) Represents current tax expense related to the disposition of an equity accounted investment during 2015 included in net income from discontinued operations on the consolidated income statement and gains related to the extinguishment of a U.S. mortgage and the unwind of a corresponding interest rate swap. FFO and OFFO Summary (thousands of dollars, except per unit amounts) Three months ended December 31, 2016 2015 Increase (Decrease) Year ended December 31, 2016 2015 Increase (Decrease) FFO Continuing operations Discontinued operations FFO FFO per unit - basic FFO per unit - diluted OFFO Continuing operations Discontinued operations OFFO OFFO per unit - basic OFFO per unit - diluted OFFO Highlights 2016 $ $ $ $ $ $ $ $ 132,509 (335) 132,174 0.40 0.40 132,062 (335) 131,727 0.40 0.40 $ $ $ $ $ $ $ $ 199,383 (33.5%) 21,595 (101.6%) 220,978 0.69 0.69 (40.2%) (41.0%) (41.0%) 112,084 17.8% 30,073 (101.1%) 142,157 0.44 0.44 (7.3%) (8.6%) (8.6%) $ $ $ $ $ $ $ $ 497,309 50,570 547,879 1.68 1.68 497,237 48,261 545,498 1.68 1.68 $ $ $ $ $ $ $ $ 518,462 103,902 622,364 1.95 1.94 (4.1%) (51.3%) (12.0%) (13.6%) (13.5%) 444,300 11.9% 112,380 (57.1%) 556,680 1.74 1.74 (2.0%) (3.8%) (3.7%) OFFO for 2016 is $545 million compared to $557 million in 2015, representing a decrease of $11 million or approximately 2.0%. On a basic per unit basis, OFFO is $1.68 compared to $1.74, representing a decrease of approximately 3.8%. The decline in OFFO in the current quarter and for the full year is primarily related to the sale of our U.S. portfolio. Continuing Operations The $53 million increase in OFFO from continuing operations for the year was primarily due to higher NOI of $48 million (at RioCan’s proportionate share) mainly as a result of acquisition activity net of dispositions, $4.9 million in lower Series A preferred unit dividends and $5.8 million in lower interest costs (at RioCan's proportionate share), partly offset by lower property and asset management fees of $3.5 million and higher general and administrative expenses of $1.2 million. Discontinued Operations The $64 million decrease in OFFO from discontinued operations in 2016 was mainly driven by lower NOI of $98 million partly offset by $30 million of lower interest expense (both of which include the impact of foreign exchange) and $2.7 million in less general and administrative expenses, all of which are mainly due to operations ceasing in May 2016 after the sale of our U.S. property portfolio. Q4 2016 OFFO for the fourth quarter of 2016 is $132 million compared to $142 million during the same period in 2015, representing a decrease of $11 million or approximately 7.3%. Excluding $30 million in OFFO from discontinued operations from this decrease, OFFO from continuing operations for the fourth quarter of 2016 is $132 million compared to $112 million in 2015, representing an increase of $20 million or 18%. On a basic per unit basis, OFFO is $0.40 compared to $0.44, representing a decrease of approximately 8.6%, primarily due to the sale of the U.S. portfolio. OFFO from continuing operations increased $20 million in the fourth quarter, primarily due to higher NOI of $18 million (at RioCan’s proportionate share) as a result of acquisition activity, net of dispositions, and higher same property performance; $1.6 million in lower Series A preferred unit dividends and $4.4 million in lower interest costs, partly offset by lower property and asset management fees of $1.4 million; and less investment income from marketable securities of $1.3 million. 44 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Adjusted Funds from Operations (AFFO) The following table is a reconciliation of FFO to AFFO prepared based on the results of our continuing and discontinued operations for all periods shown: Three months ended December 31, Year ended December 31, (thousands of dollars, except per unit amounts) 2016 2015 2016 FFO (i) Add back/(Deduct): Costs not capitalized on non-active developments (ii): Property operating costs Interest costs Demolition costs (iii) Deduction of straight-line rents (iv) Non-cash unit based compensation expense Normalized capital expenditures: Leasing commissions and tenant improvements (v) Capital expenditures recoverable from tenants Capital expenditures not recoverable from tenants (Gain) loss on sale of residential inventory Target settlement proceeds, net Preferred trust unit redemption (vi) Long-term debt redemption costs Transaction (gains) losses, net (vii) Other transaction (gains) losses, net (viii) $ 132,174 $ 220,978 $ 547,879 $ 479 1,459 — (4,187) 706 (6,250) (3,750) (2,500) 1,197 — — — — 99 354 1,833 487 (1,285) 1,765 (6,250) (3,750) (2,500) (1,285) (88,267) — — 8,478 (1,932) 1,603 5,800 891 (9,995) 1,640 (25,000) (15,000) (10,000) (74) — 4,304 — (2,309) 1,444 AFFO $ 119,427 $ 128,626 $ 501,183 $ 2015 622,364 1,175 6,811 2,164 (9,328) 5,135 (25,000) (15,000) (10,000) (2,594) (88,267) — 9,929 8,478 (4,891) 500,976 (i) A reconciliation of IFRS net income from continuing and discontinued operations attributable to unitholders to FFO is presented under the Funds from Operations (FFO) and Operating Funds from Operations (OFFO) section of this MD&A. (ii) To calculate AFFO, the Trust adjusts for certain costs not capitalized for IFRS, primarily associated with non-active excess density projects identified for future potential development that, in management's view, forms part of the capital cost of these projects. (iii) Represents demolition costs associated with backfilling vacant units on income producing properties; in management's view, forms part of the capital cost of these properties. Includes straight-line rents on RioCan's proportionate share basis from both continuing and discontinued operations. (iv) (v) Effective January 1, 2017, in computing AFFO, it is our intention to also deduct normalized internal leasing costs relating to leasing activities on our income-producing properties. (vi) Represents the excess of par redemption value over the carrying value of our Series A preferred trust units redeemed on March 31, 2016. (vii) Represents current tax expense related to the disposition of an equity accounted investment during 2015 included in net income from discontinued operations on the consolidated income statement and gains related to the extinguishment of a U.S. mortgage and the unwind of a corresponding interest rate swap. (viii) Represents our share of transaction gains and losses included in equity accounted investments and joint ventures that have been excluded in the calculation of OFFO. AFFO Summary (thousands of dollars, except per unit amounts) AFFO AFFO per unit - basic AFFO per unit - diluted Three months ended December 31, 2016 119,427 0.37 0.37 $ $ $ 2015 128,626 0.40 0.40 $ $ $ AFFO Highlights 2016 Increase (Decrease) Year ended December 31, (7.2%) (8.5%) (8.4%) $ $ $ 2016 501,183 1.54 1.54 2015 500,976 1.57 1.57 $ $ $ Increase (Decrease) —% (1.8%) (1.7%) AFFO for the year ended December 31, 2016 is $501 million and has remained flat compared to the same period in 2015. On a per unit basis (basic), AFFO is $1.54 compared to $1.57, representing a decrease of 1.8% due to higher units outstanding in 2016. AFFO for the year was impacted by the following; a $65 million reduction caused by the sale of our U.S. property portfolio in May 2016, lower property and asset management fees of $3.5 million, and higher general and administrative expenses (excluding the impact of unit based compensation) of $4.7 million, offset by the following: higher NOI (excluding the impact of straight line rent) of $47 million at RioCan’s proportionate share as a result of acquisition activity (net of dispositions) and higher same property performance, $14 million in gains realized on the sale of marketable securities, $5.8 million in lower interest costs at RioCan's proportionate share and $4.9 million in lower Series A preferred unit distributions. 45 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Q4 2016 AFFO for the fourth quarter of 2016 is $119 million compared to $129 million during the same period in 2015, representing a decrease of $9.2 million or approximately 7.2%. On a basic per unit basis (basic), AFFO is $0.37 compared to $0.40, representing a decrease of 8.5%. The decrease in AFFO was primarily due to a $30 million reduction caused by the sale of our U.S. property portfolio, lower property and asset management fees of $1.4 million and less investment income from marketable securities of $1.3 million. This was partly offset by higher NOI (excluding the impact of straight line rent) of $15 million at RioCan’s proportionate share as a result of acquisition activity (net of dispositions) and higher same property performance, $3.7 million in realized gains on the sale of marketable securities, $1.6 million in lower Series A preferred unit dividends and $4.4 million in lower interest costs. Reconciliation of cash flows provided by operating activities to AFFO The following table is a reconciliation of cash provided by operating activities to AFFO: (thousands of dollars, except per unit amounts) 2016 2015 2016 2015 Three months ended December 31, Year ended December 31, Cash provided by operating activities from continuing and discontinued operations Adjustments for net changes in operating assets and liabilities Share of net income in associates and joint ventures Fair value (gains) losses included in equity accounted investments Costs not capitalized on non-active developments: Property operating costs Interest costs Demolition costs Transaction costs Depreciation and amortization - corporate assets Preferred unit distributions Normalized capital expenditures: Leasing commissions and tenant improvements Maintenance capital expenditures recoverable from tenants Maintenance capital expenditures not recoverable from tenants Non-controlling interests Accrued property taxes under IFRIC 21 Foreign exchange gain related to realty taxes Gain on sale of marketable securities Internal leasing costs Current taxes on U.S. income properties sale Net (gain) loss on sale of residential inventory Other transaction (gains) losses, net (i) Target settlement proceeds, net Long-term debt redemption costs Foreign exchange loss Other adjustments AFFO $ 137,973 $ 300,145 $ 455,424 $ 614,816 (80,245) (156,069) (12,676) (30,998) 4,521 (1,476) 479 1,459 — 4,489 (1,078) (1,757) (6,250) (3,750) (2,500) — — — 3,681 2,663 11,167 1,197 99 — — — 4,510 468 354 1,833 487 8,038 (1,114) (3,397) (6,250) (3,750) (2,500) (43) (8,297) (1,176) — 2,525 — (1,285) 8,057 (88,267) — — 9,972 846 1,603 5,800 891 61,727 (4,398) (8,667) (25,000) (15,000) (10,000) (91) 25,145 — 14,040 11,637 135,139 (74) (885) — — — 6,233 5,370 1,175 6,811 2,164 11,945 (4,655) (13,590) (25,000) (15,000) (10,000) (674) — (1,176) — 11,772 — (2,594) 5,098 (88,267) 9,929 131 (836) (492) (1,467) (857) $ 119,427 $ 128,626 $ 501,183 $ 500,976 (i) Includes gains and losses related to certain equity accounted investments, WhiteCastle Fund transactions, extinguishment of a U.S. mortgage and the unwind of a corresponding interest rate swap. 46 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS OPERATIONS RioCan has remained focused on its core portfolio and continues to execute its growth strategy through acquisitions and developments, along with organic growth. In addition, RioCan is selectively paring its portfolio in order to increase its focus on the six Canadian major markets. The following is our percentage of portfolio net rental revenue derived from the six Canadian major markets: 2016 2015 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Percentage of rental revenue (i) 75.5 % 75.6 % 75.7 % 75.0 % 74.8 % 74.4 % 74.4 % 73.6 % (i) The six Canadian major markets include the following: Calgary, AB; Edmonton, AB; Montreal, QC; Ottawa, ON (includes Gatineau region); Toronto, ON; and Vancouver, BC. The slight 0.1% decline in percentage of portfolio net rental revenue for the six Canadian major markets from Q3 2016 to Q4 2016 is due to timing of tenant vacancies in major markets at each reporting period end as the percentage is calculated on an annualized basis. Net Leasable Area (thousands of square feet, except where otherwise noted) NLA at 100% (i) Income properties Properties under development (ii) NLA at RioCan's interest Income properties Properties under development (ii) Q4 57,085 6,440 63,525 43,212 3,761 46,973 2016 Q3 Q2 Q1 Q4 2015 Q3 Q2 Q1 57,248 5,862 63,110 43,299 3,283 46,582 57,416 5,851 63,267 41,987 3,240 45,227 57,648 6,755 64,403 42,019 3,715 45,734 57,898 6,985 64,883 42,124 3,939 46,063 58,092 7,085 65,177 39,282 3,968 43,250 58,412 7,095 65,507 39,926 3,975 43,901 58,292 6,972 65,264 39,845 3,840 43,685 (i) (ii) Includes non-owned anchors. Includes active and non-active projects in greenfield and urban intensification developments located in Canada. Investment Properties NLA As at December 31, 2016, NLA at RioCan's interest was 43,212,000 square feet compared to 42,124,000 square feet as at December 31, 2015. The increase of 1,088,000 square feet of NLA was due to higher acquisitions, net of dispositions and NLA from completed developments, partially offset by NLA transferred to properties under development during the year. Acquisitions and Dispositions During the year ended December 31, 2016, RioCan acquired approximately 1,809,000 additional square feet and disposed of approximately 711,000 square feet in connection with certain investment properties located in Canada. NLA Transfers During the year ended December 31, 2016, NLA increased by 733,000 square feet due to completed development projects which was offset by an NLA decrease of 743,000 square feet due to certain planned property redevelopments. Refer to Development Activity in 2016 section in this MD&A for further discussion. Occupancy and Leasing The following table shows the current difference between our committed occupancy (tenants that have signed leases) and economic occupancy (tenants that have commenced paying rent). The gap between committed occupancy and economic occupancy is wider in Q4 2016 than the historical average. This is mainly due to a large square footage of committed occupancy as of December 31, 2016 relating to Target backfill, a significant portion of which is expected to be in place by the end of 2017. Please refer to the Target Leasing Update section of this MD&A for further details. The historical portfolio committed and economic occupancy rates for our Canadian property operations are as follows: (in percentages) Committed Economic Committed Occupancy 2016 Q3 95.3 92.5 Q4 95.6 92.6 Q2 95.1 92.3 Q1 94.8 91.9 Q4 94.0 92.2 2015 Q3 93.2 91.6 Q2 93.1 91.9 Q1 96.7 95.3 RioCan’s overall portfolio committed occupancy rate is calculated as leased NLA divided by total portfolio NLA. During the quarter, the committed occupancy rate increased 0.3% to 95.6% compared to September 30, 2016. Refer to New Leasing Activity section in this MD&A for further details. 47 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Economic Occupancy RioCan's economic occupancy rate of 92.6% represents the occupied NLA for which tenants are paying cash rents and is calculated as leased NLA (excluding 1,270,000 square feet of leased NLA that is not yet generating cash rents) divided by total portfolio NLA. We expect economic occupancy to increase during the next 12 months of operations as the former Target space backfill leases commence paying rent. As of the end of this quarter, we expect to generate approximately $22.4 million of annualized cash rental payments once all tenants that have signed leases commence paying rent. This includes base rent and operating cost recoveries, but excludes operating costs capitalized while a property is under redevelopment as part of the Target backfill process. The estimated $22.4 million of annualized cash rental payments commencing include approximately $4.7 million annualized straight-lined rents that we began recognizing revenue on in our reported 2016 operating results on a pro-rated basis reflecting the tenant possession dates. The net incremental annualized gross IFRS rental revenue impact of the committed occupancy as of December 31, 2016 is estimated at $17.7 million, which includes the incremental rental revenue impact of Target backfill as discussed under Target Leasing Update. A rent commencement timeline for the NLA on our properties that have been leased but are not currently open as at December 31, 2016 is as follows: (in thousands, except percentage amounts) Annualized Total Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018+ Square feet: NLA commencing Cumulative NLA commencing % of NLA commencing Cumulative % total Average net cash rent: Monthly cash rent commencing (i) Cumulative monthly cash rent commencing % of cash rent for NLA commencing Cumulative % total cash rent commencing Average net IFRS rent: 1,270 1,270 $ $ 22,368 $ 1,864 $ 22,368 $ 1,864 $ 315 315 24.8% 24.8% 522 522 28.0% 28.0% Monthly incremental IFRS rent commencing (ii) $ 17,700 $ 1,475 $ 208 289 604 22.8% 47.6% 476 998 25.5% 53.5% 242 846 19.1% 66.7% 186 1,032 14.6% 81.3% $ 386 $ 190 $ 1,384 $ 1,574 20.7% 74.2% 10.2% 84.4% $ $ $ $ 238 1,270 18.7% 100.0% 290 1,864 15.6% 100.0% 290 1,475 19.6% 100.0% $ $ $ $ Cumulative monthly incremental IFRS rent commencing % of IFRS rent for NLA commencing Cumulative % total IFRS rent commencing $ 17,700 $ 1,475 $ 208 408 616 $ $ 379 $ 190 995 $ 1,185 25.7% 67.5% 12.9% 80.4% 14.1% 14.1% 27.7% 41.8% (i) Monthly cash rent commencing includes base rent and operating cost recoveries, but excludes operating costs capitalized while a property is under redevelopment as part of the Target backfill process. It includes straight-line rents that have been recognized as rental revenues based on tenant possession dates, which are typically earlier than the dates when the tenants start paying cash rents. (ii) Based on monthly cash rent, net of straight-line rent revenue. During 2016, management undertook a review of its financial and non-financial performance measures, including occupancy metrics. As a result of this review and to achieve better alignment with how management assesses portfolio occupancy, we will be transitioning toward a new measure called "in-place occupancy", effective January 1, 2017. In-place occupancy is similar to economic occupancy; however, it also includes tenants that are in possession of their space and have straight-line rents included in revenue under IFRS. This will provide greater alignment between our occupancy metric and IFRS revenue recognition. Small Shop Occupancy As at December 31, 2016, RioCan’s small shop committed occupancy rate was 93.0%. RioCan defines small shops as commercial tenants with less than 10,000 square feet of NLA. The following is a breakdown of the Canadian portfolio committed occupancy: (in percentages) Small Shop (<10,000 sqft) Total Q4 96.9 93.0 95.6 2016 Q3 96.7 92.6 95.3 Q2 96.4 92.6 95.1 Q1 96.1 92.1 94.8 Q4 95.0 92.0 94.0 2015 Q3 94.0 91.9 93.2 Q2 93.7 91.9 93.1 Q1 99.1 92.0 96.7 Committed occupancy for both major tenants and small shop tenants as of December 31, 2016 have improved over the comparable periods, reflecting the growth in our leasing activities, particularly with respect to our Target backfill progress. 48 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Average In-Place Rent The historical portfolio average in-place net rent for our Canadian properties is as follows: Q4 2016 Q3 Q2 Q1 Q4 2015 Q3 Q2 Q1 Average net rent per square foot (i) $ 17.59 $ 17.44 $ 17.28 $ 17.23 $ 17.11 $ 17.08 $ 17.02 $ 16.63 (i) Net rent is primarily contractual base rent pursuant to tenant leases. Average in-place net rent slightly increased during the quarter primarily due to higher contractual rent steps and rent renewals on certain tenant leases. New Leasing Activity RioCan’s new leasing activity is as follows: (in thousands, except per sqft amounts) NLA at 100% Full Year 2,048 Q4 440 Q3 439 Q2 581 Q1 588 Full Year 2,319 Q4 532 Q3 693 Q2 481 Q1 613 Average net rent per square foot (i) $19.22 $20.01 $19.19 $21.86 $16.05 $18.99 $18.91 $16.23 $23.31 $18.81 2016 2015 (i) Net rent is primarily contractual base rent pursuant to tenant leases. Renewal Leasing A summary of our 2016 and 2015 renewal leasing activity for the Canadian property portfolios is as follows: 2016 2015 (in thousands, except per sqft amounts) Square feet renewed Full Year 4,255 Q4 1,309 Q3 857 Q2 1,120 Q1 969 Full Year Q4 Q3 Q2 Q1 4,607 1,001 1,300 1,117 1,189 Average net rent per square foot $ 19.14 $ 18.69 $ 19.76 $ 20.06 $ 18.12 $ 18.37 $ 18.19 $ 17.75 $ 18.07 $ 19.47 Increase in average net rent per square foot (i) Percentage increase in average net rent per square foot $ 1.08 $ 1.39 $ 1.22 $ 0.64 $ 1.05 $ 1.37 $ 0.71 $ 1.41 $ 1.57 $ 1.69 6.0% 8.1% 6.6% 3.3% 6.2% 8.1% 4.0% 8.6% 9.5% 9.5% Retention rate 85.8% 84.0% 83.1% 91.6% 84.4% 85.7% 81.4% 89.8% 87.7% 83.5% (i) Net rent is primarily contractual base rent pursuant to tenant leases. Including anchor tenants, the components of renewal activity are as follows: (in thousands, except per sqft amounts) Full Year Renewals at market rental rates: 2016 2015 Q4 Q3 Q2 Q1 Full Year Q4 Q3 Q2 Q1 Square feet renewed 2,659 760 591 813 494 2,959 806 662 704 787 Average net rent per square foot (i) Renewals at fixed rental rates: $ 22.61 $ 23.08 $ 21.33 $ 22.43 $ 23.71 $ 20.82 $ 19.77 $ 20.62 $ 20.48 $ 22.37 Square feet renewed 1,596 549 265 307 475 1,648 195 638 413 402 Average net rent per square foot $ 13.35 $ 12.61 $ 16.25 $ 13.78 $ 12.31 $ 13.97 $ 11.67 $ 14.78 $ 13.97 $ 13.79 (i) Net rent is primarily contractual base rent pursuant to tenant leases. Tenant Vacancies We strive to diversify our tenant base by location, property type and anchor type and by minimizing the degree of reliance on any single tenant. In the regular course of business, we will, however, encounter tenants that are subject to restructuring, insolvency or bankruptcy activities. In most cases, rental revenue continues to be paid by, or on behalf of, RioCan's tenants. We actively monitor such situations, and in those cases where vacancies occur, RioCan endeavours to replace tenants as quickly as possible at economically similar or better lease terms. In certain instances, such vacancies will give rise to rights in favour of other tenants in the property that is the subject of the vacancy. This is commonly referred to as a co-tenancy right and entitles co-tenants to certain rent reductions or lease terminations. For further details on the impact on the Target co-tenancy losses, refer to the Net Operating Income - Canadian Portfolio section in this MD&A. 49 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS RioCan’s vacancy activity for the most recent eight quarters is as follows: (in thousands, except per sqft amounts) Full Year Total vacancies (i) 100% RioCan's interest Vacated space re-leased 100% RioCan's interest (i) Excluding lease buyouts. 1,652 1,376 762 691 2016 2015 Q4 Q3 Q2 Q1 477 399 143 138 377 309 163 139 353 314 208 195 445 354 248 219 Full Year 3,621 2,880 1,400 1,135 Q4 Q3 Q2 Q1 476 343 116 91 493 363 234 189 2,195 1,792 835 656 457 382 215 199 During the year ended December 31, 2016, RioCan experienced vacancies of approximately 1,652,000 square feet, of which RioCan’s interest was 1,376,000 square feet. The average gross rent on RioCan’s ownership interest was $30.31 per square foot. Approximately 762,000 square feet of space vacated in 2016 has been leased to new tenants, of which RioCan’s interest was 691,000 square feet, at an average gross rent of $27.96 per square foot. Target Leasing Update A summary of our leasing progress-to-date is as follows: Former Target Canada space Disposition of County Fair Mall Acquisition of Mega Centre Notre Dame Acquisition of Gates of Fergus Acquisition of Charlottetown Mall Revised Former Target space Backfill progress: Leased space where tenants are open and paying rent Leased space where tenants have taken possession Committed space Conditional agreements Advanced discussions Total backfill progress Space currently being marketed (ii) Total NLA upon completion of redevelopment Potential GLA converted for landlord uses (common area, loading docks, etc.) (ii) Space for demolition/potential redevelopment Total (iii) Square feet at 100% Square feet at RioCan's Interest Average annual base rental revenue at RioCan's interest (i) 2,091,480 1,662,977 $10.9 (92,989) (92,989) — — — 58,042 47,989 53,903 (0.3) 0.5 0.3 0.2 1,998,491 1,729,922 $11.6 164,696 226,754 806,721 35,500 177,206 164,696 191,754 681,354 30,250 149,453 1,410,877 1,217,507 113,606 96,529 1,524,483 1,314,036 397,814 102,444 339,724 102,444 2,024,741 1,756,204 2.5 1.7 8.4 0.6 1.0 $14.2 n.a. $14.2 n.a. n.a. “n.a.” – not applicable. (i) Amounts in millions of Canadian dollars. (ii) Represents square footage based on current redevelopment plans and is subject to change based on tenant demand. Space currently being marketed includes NLA at Flamborough Power Centre, which was grouped with Greenfield developments in Q4 2015. (iii) Expansion space at RioCan Niagara Falls results in an additional 26,000 square feet of net leasable area at this property. We continue to be proactive in holding discussions with potential retailers to backfill the vacant premises. Over the long run, we believe that the re-tenanting of the larger Target boxes will result in a more diversified revenue stream and a better draw for consumers. To date, leases included in our backfill progress above will, if all are completed, produce net rental revenue of approximately $14.2 million versus $11.6 million of the total base rental revenue lost through Target’s departure (at RioCan's proportionate share). The expected total cost of the redevelopment work pertaining to the deals currently included in our backfill progress is estimated to be approximately $162 million (approximately $137 million at RioCan’s proportionate share, which is being funded, in part, by our approximate $88 million in net settlement proceeds received from Target last year). The overall redevelopment costs will evolve as additional tenants are secured, development plans are completed and construction costs finalized. Consistent with 50 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS properties under development, interest costs are capitalized during the Target backfill process prior to tenants taking possession of a space using the same weighted average interest of 3.66% and 3.94% for the three months and year ended December 31, 2016, respectively (December 2015 - 4.14% and 4.23%, respectively). Once the tenants take possession, these interest costs will be expensed. As of December 31, 2016, 681,000 square feet at RioCan’s interests have been committed in addition to the leased space where tenants have been open or have taken possession. The majority of the tenants under these committed leases will take possession in the second half of 2017. Included in our backfill progress-to-date are deals where we are in advanced stages of negotiation for leases totalling approximately 149,000 square feet at RioCan's interest that are expected to be finalized in 2017. These leases are expected to generate $1.0 million of base rental revenue per year on a full year basis, at RioCan's proportionate share. There is also 97,000 square feet at RioCan's interest that is currently being marketed, but is not presently the subject of active lease negotiations where redevelopment plans are being prepared. The area that will be converted for landlord purposes including common area, loading docks and other uses represents 340,000 square feet at RioCan's interest, which is subject to change based on tenant demand. The remaining 102,000 square feet at RioCan’s interest represents space for potential redevelopment where plans have not yet been finalized. The lease agreements are in various stages of negotiations and there can be no assurance as to how many of the lease agreements will be completed or their timelines. Other Store Closures During 2016, we received notice from Golf Town that Golf Town's U.S. parent filed for bankruptcy protection in the U.S. and they disclaimed leases at three of our store locations. At the time of the tenant's filing we had 12 Golf Town stores under lease (including the aforementioned three disclaimed leases) representing approximately 195,000 square feet of total NLA with an average remaining lease term of 4 years (at RioCan’s proportionate share). We have reached an agreement for 9 of the 12 locations for Golf Town to remain as a tenant and one of the three vacated locations has been re-leased to another tenant. Danier Leather also announced that it had made an assignment in bankruptcy pursuant to the Bankruptcy and Insolvency Act (Canada) in March of 2016. RioCan had eight locations under lease representing approximately 27,000 square feet of total NLA, at RioCan's interest, with an average remaining lease term of 3.63 years. We have re-leased seven of the eight vacated locations. We did experience a few other fashion tenant closures, the largest of which was Jones New York, where we had a total of five locations under lease representing only 15,500 square feet of total NLA at RioCan's interest. Two of these locations have been re-leased. The store closings as discussed in this section are not expected to have a material effect on our investment property fair value given that most of these vacancies have been re-leased and management is confident of re-leasing the remaining space. In January 2017, Grafton Fraser, the company that owns Tip Top Tailors, was granted court protection under the Companies Creditors Arrangement Act (CCAA). Currently, RioCan has 20 locations under lease representing approximately 92,000 square feet of total NLA with an average remaining lease term of 3.3 years. The impact on RioCan's locations has yet to be determined. Lease Expiries Lease expiries for our Canadian portfolio for the next five years are as follows: (in thousands, except per sqft and percentage amounts) Square feet Square feet expiring/Portfolio NLA Portfolio NLA (i) 43,212 2017 3,051 7.1% 2018 4,711 10.9% 2019 5,322 12.3% 2020 4,847 11.2% Average net rent per occupied square foot $ 19.77 $ 18.67 $ 18.84 $ 17.73 $ 2021 5,269 12.2% 17.92 Lease expiries for the years ending (i) Represents RioCan’s proportionate ownership share. 51 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS The components of our remaining lease expiries for 2017 are as follows: (in thousands, except per sqft amounts) 2017 expiries at market rental rates: Square feet expiring Average net rent per sqft 2017 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 Total 2,068 21.90 983 15.30 16.19 0.89 3,051 19.77 $ $ $ $ $ Canadian Contractual Rent Increases Certain of our leases allow for periodic increases in rates during the lease term which contributes to growth in same store NOI. Contractual rent increases (including rent increases at the time of renewal) in each year for the next five years for our Canadian properties are as follows: (in thousands) For the years ending Contractual rent increases Property Ownership by Geographic Area 2017 2018 2019 2020 $ 7,855 $ 6,527 $ 6,188 $ 4,356 $ 2021 3,993 (in thousands of sqft) As at December 31, 2016 Ontario Alberta Quebec British Columbia Eastern Canada Manitoba/Saskatchewan Income producing properties Properties under development Canadian investment properties Six Canadian Major Markets (in thousands of sqft) As at December 31, 2016 Calgary Edmonton Montreal Ottawa (i) GTA (ii) Vancouver (iii) Income producing properties Properties under development Total NLA at RioCan's Interest 27,379 5,678 5,025 3,556 1,045 529 43,212 3,761 46,973 NLA at Partners' Interest 3,440 1,197 Retailer Owned Anchors 5,043 1,966 273 — 198 201 5,309 2,362 7,671 864 378 220 93 8,564 317 8,881 Total Site NLA 35,862 Percentage of annualized gross rental revenue 66.1% Committed occupancy percentage 95.4% 8,841 6,162 3,934 1,463 823 57,085 6,440 63,525 14.3% 8.5% 8.2% 1.9% 1.0% 100.0% —% 100.0% 98.0% 93.4% 96.8% 91.9% 96.1% 95.6% —% 95.6% NLA at RioCan's Interest 3,158 NLA at Partners' Interest 452 Retailer Owned Anchors 1,108 1,773 3,147 4,774 14,831 1,948 29,631 3,761 33,392 745 238 387 2,177 — 3,999 2,362 6,361 758 172 1,315 2,293 325 5,971 317 6,288 Total Site NLA 4,718 3,276 3,557 6,476 19,301 2,273 39,601 6,440 46,041 (i) Area extends from Nepean and Vanier to Gatineau, Quebec. (ii) Area extends north to Barrie, Ontario; west to Burlington, Ontario; and east to Oshawa, Ontario. (iii) Area extends east to Abbotsford, British Columbia. As at December 31, 2016, the percentage of gross revenue derived from the six major markets increased to 75.5% compared to 74.8% at December 31, 2015. The increase during 2016 is in line with management's strategy to acquire and develop properties located in our six major markets and dispose of non-core lower growth assets. As at December 31, 2016, the committed occupancy for our six major markets is 96.5% compared to 95.1% at December 31, 2015. 52 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Top 50 Tenants We strive to reduce our exposure to rental revenue risk in the shopping centre portfolio through geographical diversification, staggered lease maturities, investment in residential developments, 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 our gross revenue and ensuring a considerable portion of rental revenue is earned from national and anchor tenants. At December 31, 2016, RioCan’s 50 largest tenants measured by annualized gross rental revenue have the following profile: Rank Tenant name Annualized rental revenue Number of locations NLA (in thousands of sqft) Percentage of total NLA Weighted average remaining lease term (years) (i) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 Loblaws/Shoppers Drug Mart (ii) Canadian Tire Corporation (iii) Walmart Cineplex/Galaxy Cinemas Winners/HomeSense/Marshalls Metro/Super C/Loeb/Food Basics Cara/Prime Restaurants/St-Hubert Lowe's Sobeys/Safeway Dollarama Staples/Business Depot Bank Of Montreal Reitmans/Penningtons/Smart Set/Addition Elle/Thyme Maternity PetSmart GoodLife Fitness TD Bank Michaels Best Buy Chapters/Indigo Leon's/The Brick Hudson's Bay Company Bluenotes/Stitches/Suzy Shier/Urban Planet/West 49 (YM Inc.) LA Fitness Liquor Control Board of Ontario (LCBO) Rexall Pharma Plus The Bank of Nova Scotia Sears DSW/Town Shoes/The Shoe Company Ardene Tim Hortons/Burger King Value Village CIBC Old Navy/The Gap/Banana Republic London Drugs Bed Bath & Beyond Genuine Canadian Corp. Bell/The Source Sleep Country Canada Jysk Linen Overwaitea Foods Subway MTY Food Group La Vie En Rose Golf Town Benix & Co Inc Royal Bank of Canada Moores Brewers Retail Bouclair Pier 1 Imports 4.8% 4.7% 4.2% 3.9% 3.7% 3.4% 1.9% 1.8% 1.6% 1.5% 1.4% 1.2% 1.2% 1.2% 1.1% 1.1% 1.0% 0.9% 0.8% 0.8% 0.7% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.5% 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% 0.4% 0.4% 0.4% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 82 90 29 27 71 50 107 13 27 80 30 50 80 30 27 54 22 15 23 14 9 51 9 21 16 30 9 31 40 56 14 27 21 8 11 33 73 26 11 5 80 75 24 9 23 19 18 21 15 13 2,125 2,481 3,607 1,443 1,929 2,058 522 1,517 928 727 708 386 398 471 549 266 426 332 289 373 472 329 309 189 144 144 381 198 188 154 289 123 189 224 228 141 105 121 226 200 90 74 115 155 120 87 108 117 125 118 4.9% 5.7% 8.3% 3.3% 4.5% 4.8% 1.2% 3.5% 2.1% 1.7% 1.6% 0.9% 0.9% 1.1% 1.3% 0.6% 1.0% 0.8% 0.7% 0.9% 1.1% 0.8% 0.7% 0.4% 0.3% 0.3% 0.9% 0.5% 0.4% 0.4% 0.7% 0.3% 0.4% 0.5% 0.5% 0.3% 0.2% 0.3% 0.5% 0.5% 0.2% 0.2% 0.3% 0.4% 0.3% 0.2% 0.3% 0.3% 0.3% 0.3% (i) Weighted average remaining lease term based on annualized gross rental revenue. (ii) Loblaws/Shoppers Drug Mart includes No Frills, Fortinos, Zehrs Markets, Joe Fresh and Maxi. (iii) Canadian Tire Corporation includes Canadian Tire, PartSource, Mark’s, Sport Chek, Sports Experts, National Sports and Atmosphere. 56.1% 1,719 26,998 62.6% 53 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 7.8 7.4 10.1 8.1 7.5 6.6 5.8 11.5 9.3 5.9 4.9 7.8 4.5 5.9 9.9 6.4 6.5 3.7 2.3 5.5 11.4 4.4 10.7 9.3 9.5 4.2 4.1 5.1 5.8 6.6 4.1 4.2 4.0 10.1 8.2 7.3 5.0 5.3 9.0 9.1 5.2 6.1 7.2 4.1 7.6 4.5 4.4 3.7 4.2 4.0 7.2 MANAGEMENT’S DISCUSSION AND ANALYSIS ASSET PROFILE Investment Property Refer to note 5 of the 2016 Annual Consolidated Financial Statements for the year ended December 31, 2016 for the change in consolidated IFRS carrying values of our income properties. Fair Valuation of Canadian Investment Properties The net fair value increase for the Trust's investment properties for the year ended December 31, 2016 was $183 million. During the year ended December 31, 2016, the weighted average capitalization rate of the Trust's investment portfolio decreased from 5.72% at December 31, 2015 to 5.64% due, in part, to capitalization rate compression for certain core properties located in primary markets. In addition, the fair value of our investment properties increased due to the revaluation of interests acquired in previously co-owned properties and the result of a positive valuation adjustments on specific development properties during the period. Valuation processes Internal valuations RioCan measures the vast majority of its investment properties, including co-owned properties, using valuations prepared by its internal valuation team. This team consists of individuals who are knowledgeable and have specialized industry experience in real estate valuations and report directly to a senior member of the Trust's management. The internal valuation team's processes and results are reviewed and approved by the Valuations Committee on a quarterly basis. The Trust's Valuations Committee is responsible for approving any fair value changes to the investment properties and consists of senior management of the Trust including the President & Chief Operating Officer, Chief Financial Officer, and other executive members. External valuations Depending on the property asset type and location, management may opt to obtain independent third party valuations from firms that employ experienced valuation professionals having the required qualifications in property appraisals for purposes of adopting such appraised values in the case of land parcels or assessing the reasonableness of its internal investment property valuations. During the year, the Trust obtained a total of 22 external property appraisals (including 13 vacant land parcels), which supported an IFRS fair value of approximately $1.1 billion or 8% of the Trust's investment property portfolio as at December 31, 2016. On a go-forward basis, the Trust intends to select approximately six investment properties for external appraisal on a quarterly basis. Capitalization Rates The capitalization rate is based on the location and quality of the properties and takes into account market data at the valuation date. The table below provides details of the average capitalization rate (weighted on stabilized NOI) by market category: As at Primary markets (i) Secondary markets Total average portfolio capitalization rate Weighted average capitalization rate December 31, 2016 December 31, 2015 5.36% 6.33% 5.64% 5.47% 6.32% 5.72% (i) Includes properties located in the six major Canadian markets of Calgary, Edmonton, Montreal, Ottawa, Vancouver and the Greater Toronto Area. 54 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Income Property Acquisitions During 2016 We did not acquire any income properties during the fourth quarter of 2016; however, during the year ended December 31, 2016, we completed acquisitions of interests in a total of 17 income properties aggregating $595 million at a weighted average capitalization rate of 5.7%, comprised of approximately 1,809,000 square feet. In connection with these acquisitions, RioCan assumed mortgage financing of $48 million at a weighted average interest rate of 3.8%. Property name and location Quarter acquired Interest acquired Capitalization rate Purchase price (i) NLA at RioCan’s interest (thousands of sqft) Average in place rent % leased Average remaining lease term (years) (ii) RioCan’s ending interest Chapman Mills Marketplace, Ottawa, ON CPPIB four-property portfolio (iv) 642 King Street West, Toronto, ON (iii) Grant Crossing, Ottawa ON Kimco four-property portfolio (v) South Bank Centre, Okotoks, AB Gloucester Phase II, Gloucester ON (iii) Shops of Summerhill, Toronto, ON RioCan Thickson Ridge, Whitby, ON 85 Bloor Street West, Toronto, ON Huron Heights, London, ON Total 2016 Acquisitions Q3 Q3 Q3 Q3 Q3 Q2 Q2 Q2 Q2 Q1 Q1 25% 50% 50% 20% 50% 25% 20% 75% 50% 100% 50% 5.3% $ 36,200 113 $ 18.04 100% 5.7% 343,476 910 22.72 98.7% n/a 5.4% 7.9% 5.9% n/a 4.0% 6.7% 3.7% 6.6% 12,923 16,000 42,708 11,840 3,200 32,585 45,000 38,106 12,500 15 46 28.62 72.8% 19.40 100% 405 11.92 83.1% 37 16 23 186 14 44 19.70 21.37 49.33 17.40 101.38 19.11 98% 100% 100% 100% 100% 100% 5.7% $ 594,538 1,809 $ 20.21 4.4 4.7 0.4 5.7 3.1 7.4 4.6 17.3 7.3 9.7 4.9 100% 100% 50% 80% 100% 75% 100% 75% 100% 100% 100% (i) RioCan's purchase price includes closing costs and other transaction costs in the case of asset acquisitions. These costs are expensed for property acquisitions treated as IFRS business combinations. (ii) Weighted average based on gross rental revenue. (iii) The purchase price for this property was not determined using a capitalization rate. (iv) The CPPIB four-property portfolio includes Grandview Corners (Surrey, BC), RioCan Beacon Hill (Calgary, AB), RioCan Meadows (Edmonton, AB) and RioCan Centre Burloak (Oakville, ON). Also acquired with this portfolio was $8.5 million of associated lands, which have been recognized as acquisitions of properties under development. The total acquisition price was $352 million. (v) The Kimco four-property portfolio includes Charlottetown Mall (Charlottetown, PEI), Parkwood Place (Prince George, BC), Gates of Fergus (Fergus, ON) and Hawkesbury Centre (Hawkesbury, ON). During the year, we also acquired a 100% interest in the income producing buildings on the property located at 1860 Bayview Avenue in Toronto, Ontario. The purchase price will be finalized within 14 months from the acquisition date based on capitalized earnings at the settlement date according to a contractually agreed formula. 1860 Bayview Avenue is a 76,000 square foot shopping centre anchored by Whole Foods and also includes Shoppers Drug Mart and TD Bank as tenants. The Whole Foods anchor is scheduled to commence operations in April 2017. Income Property Dispositions During 2016 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 the portfolio and a means of increasing the portfolio weighting to the urban markets in Canada. We did not dispose of any income properties during the fourth quarter of 2016. During the year ended December 31, 2016, we disposed of interests in a total of nine income-producing properties totaling $126 million and representing a weighted average capitalization rate of 6.1%. Our mortgage obligations related to these properties was $29 million. Property name and location Quarter disposed Capitalization rate RioCan’s sales price (thousands of dollars) Debt associated with property (thousands) GLA disposed of at RioCan’s interest (thousands of sqft) Ownership interest disposed of by RioCan 12 Vodden Street, Brampton, ON The Junction, Mission, BC Centre Regional Chateauguay, PQ Eastcourt Mall, Cornwall, ON Northumberland Square, Miramichi, NB Timiskaming Square, New Liskeard, ON Nortown Centre, Chatham, ON Peninsula Village, Surrey, BC Halifax Walmart Centre, Halifax, NS Total 2016 Dispositions Q3 Q2 Q2 Q2 Q2 Q2 Q1 Q1 Q1 (i) Property disposed of primarily based on land value. (i) $ 8,180 $ 6.3% 8.0% (i) (i) (i) 7.1% 4.9% 6.2% 34,025 15,625 7,900 2,500 1,100 6,393 39,125 11,040 — — 13,278 — — — — 13,654 2,427 6.1% $ 125,888 $ 29,359 32 141 100 88 80 80 36 85 69 711 100% 50% 50% 50% 50% 50% 50% 50% 50% 55 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Capital Expenditures on Income Properties Maintenance capital expenditures Maintenance capital expenditures refer to investments that are necessary to maintain the existing earnings capacity of our property portfolio and are dependent upon many factors, including, but not limited to, lease expiry maturity profile, tenant vacancies, the age and location of the income properties and general economic and market conditions, which impact the level of tenant bankruptcies. As at December 31, 2016, the estimated weighted average age of our income property portfolio is approximately 23 years (December 31, 2015 - approximately 22 years). Maintenance capital expenditures consist primarily of third party leasing commissions, tenant improvements and certain recoverable and non-recoverable capital expenditures. Actual maintenance capital expenditures can vary widely from period to period depending on a number of factors as noted above, as well as the level of acquisition and disposition activity. As a result, management believes that for the purpose of determining AFFO which, as discussed in the Non-GAAP Measures section of this MD&A, is used as an input in assessing a REIT's distribution payout ratio and for determining an appropriate level of sustainable common unitholder distributions, normalized capital expenditures are more relevant than using actual capital expenditures. Refer to the Non-GAAP Measures section in this MD&A for details on how management estimates our normalized capital expenditures used in the determination of AFFO. The later part of this MD&A section discusses the reasons for our 2016 actual maintenance capital expenditures being higher than the normalized capital expenditures. Third-party leasing commissions and tenant improvements Our portfolio requires ongoing investments of capital for costs related to tenant improvements, broker commissions on new and renewal tenant leases and other third-party leasing costs. The amount and timing of capital outlays to fund tenant improvements on our income property portfolio depend on several factors, which may include the lease maturity profile, unforeseen tenant bankruptcies and the location of the income property. Recoverable and non-recoverable capital expenditures We also invest capital on a regular basis to physically maintain our income properties. Typical costs incurred are for expenditures such as 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. We expense or capitalize these amounts to income properties, as appropriate. The majority of such activities occur when weather conditions are favourable. As a result, these expenditures are generally not consistent throughout the year. Revenue enhancing capital expenditures Capital spending for new or existing income properties that is expected to create, improve and/or add to the overall earnings capacity of the property portfolio are considered revenue enhancing. RioCan considers such amounts to be investing activities. As a result, we do not expect such expenditures to be funded from cash flows from operating activities and do not consider such amounts as a key determinant in setting the amount that is distributed to our unitholders. Revenue enhancing capital expenditures are not included in the determination of AFFO. Expenditures for third-party leasing commissions and tenant improvements, recoverable and non-recoverable, and revenue enhancing capital expenditures pertaining to our income properties are as follows: Continuing Operations (thousands of dollars) 2016 2015 2016 2015 2016 2017 Three months ended December 31, Year ended December 31, Normalized Capital Expenditures Maintenance capital expenditures: Leasing commissions and tenant improvements Recoverable from tenants Non-recoverable Revenue enhancing capital expenditures: Office capital investment (i) Other revenue-enhancing $ $ $ $ 13,853 $ 7,807 $ 33,677 $ 21,626 $ 25,000 $ 9,287 1,504 8,141 7,303 18,920 11,746 14,438 11,520 15,000 10,000 24,644 $ 23,251 $ 64,343 $ 47,584 $ 50,000 $ 26,500 16,000 10,000 52,500 1,485 828 1,053 473 6,538 5,168 2,313 $ 1,526 $ 26,957 $ 24,777 $ 11,706 $ 76,049 $ 4,770 2,238 7,008 54,592 (i) Includes certain expenditures related to the office component of the RioCan Yonge Eglinton Centre that management believes have improved the overall earnings capacity of this property, a portion of which is recoverable from the office tenants. During the year ended December 31, 2016, our total capital expenditures on income properties were $76 million compared to $55 million for 2015. The $21 million increase was primarily due to the following: • higher leasing and tenant improvement expenditures as we increased occupancy over the year; 56 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS • • accelerated maintenance capital spending during 2016 on some of the facilities that lost the Target anchor in order to increase occupancy back to their historic levels; and higher revenue enhancing spend connected to our office capital investment and certain interior renovation costs at some of the Trust's enclosed mall properties. For the year ended December 31, 2016, our maintenance capital expenditures of $64 million, which exclude revenue enhancing capital expenditures, are $14 million higher than our normalized capital expenditures of $50 million. This is mainly due to accelerated maintenance capital spending during 2016 on some of our facilities that lost the Target anchor as well as higher than normal leasing and tenant improvement expenditures, both of which were done to increase occupancy back to historical levels. Management does not believe such spending represents an ongoing level of maintenance capital expenditures. Discontinued Operations Capital expenditures including leasing costs and tenant improvements for the year ended December 31, 2016 was $18 million (December 31, 2015 - $13 million). Included in 2016 capital expenditures were approximately $6 million related to a sink-hole repair at one of our U.S. properties and approximately $4 million in tenant allowances transferred to Blackstone in connection with the U.S. portfolio sale. Co-ownership Arrangements Co-ownership activities represent real estate investments in which RioCan has joint control and either owns an undivided interest in the assets and liabilities with its co-owners (joint operations) or ownership rights to the residual equity of the co-ownership (joint ventures). The Trust’s co-ownership arrangements are governed by co-ownership agreements with its various co-owners. RioCan’s standard co-ownership agreement provides exit and transfer provisions, including, but not limited to, buy/sell and/or right of first offers or refusals 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 $341 million as at December 31, 2016 (December 31, 2015 - $358 million) on behalf of co-owners. Selected Financial Information of Joint Operations (Proportionate Share) (thousands of dollars) As at December 31, 2016 Allied Allied/Diamond (The Well) Bayfield CMHC Pension Fund CPPIB (iv) First Gulf Kimco (v) KingSett Metropia/Bazis Sun Life Tanger Trinity Other RioCan's ownership interest Number of investment properties (i) Assets (ii) Liabilities (ii) 50% 40% 30% - 40% 50% 40% - 50% 50% — 50% 50% 40% - 50% 50% 50% - 81.25% 50% - 75% 3 $ 86,780 $ 7,287 $ 1 5 1 3 1 — 3 1 2 4 10 11 131,881 103,967 41,841 239,060 80,210 — 347,013 169,174 97,065 179,314 397,984 179,524 42,319 45,785 20,021 19,639 33,821 — 96,225 88,807 14,314 12,712 185,616 66,653 Three months ended December 31, 2016 Year ended December 31, 2016 NOI (iii) 360 $ — 1,487 482 1,231 1,053 — 2,962 — 1,288 2,823 4,490 2,261 NOI (iii) 1,271 347 6,462 1,995 15,341 4,406 5,361 10,348 — 5,102 9,315 20,363 8,534 88,845 Total joint operations 45 $ 2,053,813 $ 633,199 $ 18,437 $ Includes properties under development and is based on the number of proportionately owned properties as at December 31, 2016. (i) (ii) Assets and liabilities are stated at RioCan's proportionate share. (iii) Represents the proportionate share of NOI related to all properties for which we owned a proportionate interest during the reporting period. (iv) On July 27, 2016, RioCan purchased CPPIB's interest in four properties thereby reducing the number of co-owned assets to three properties. (v) On September 29, 2016, RioCan acquired Kimco's interest in the remaining four properties. 57 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Selected Financial Information of Joint Operations and Joint Ventures Total Assets (thousands of dollars) As at December 31, 2016 Proportionately consolidated joint operations Allied Allied/Diamond (The Well) Bayfield CMHC Pension Fund CPPIB First Gulf Kimco KingSett Income properties Residential development PUD (i) inventory Other (ii) Total December 31, 2015 $ 41,891 $ 43,363 $ — $ 1,526 $ 86,780 $ — 128,800 100,114 36,329 131,229 79,771 — 2,576 5,402 99,958 — — 257,628 82,226 — — — — — — — 3,081 1,277 110 7,873 439 — 7,159 15,756 620 3,416 8,005 6,409 131,881 103,967 41,841 239,060 80,210 — 347,013 169,174 97,065 179,314 397,984 179,524 45,236 100,657 108,179 40,499 592,057 81,094 243,623 297,022 113,293 94,982 184,429 478,669 143,383 Metropia/Bazis (iii) 2,511 102,493 48,414 Sun Life Tanger Trinity (iii) Other 96,445 163,837 331,434 165,824 — 12,061 58,545 7,291 — — — — Total assets of proportionately consolidated joint operations Equity accounted joint ventures (iv): $ 1,407,013 $ 542,715 $ 48,414 $ 55,671 $ 2,053,813 $ 2,523,123 HBC (RioCan-HBC JV) $ 231,203 $ — $ — $ 1,053 $ 232,256 $ 200,872 Marketvest Corporation/Dale-Vest Corporation (Dawson-Yonge LP) 8,840 Total assets of equity accounted joint ventures 240,043 — — — — 98 8,938 8,538 1,151 241,194 209,410 $ 1,647,056 $ 542,715 $ 48,414 $ 56,822 $ 2,295,007 $ 2,732,533 (i) The value of properties under development includes active development projects as well as the value of excess density where development is currently non-active. (ii) Primarily includes cash and cash equivalents, rents receivable and other operating expenditures recoverable from tenants. (iii) Residential development inventory represents the Yonge Eglinton Northeast Corner e-condos with Metropia and Bazis Inc. and the December 31, 2015 amounts also include Stouffville townhome residential density (Minto and Trinity). (iv) Includes the Trust's equity accounted joint arrangements only and excludes our equity accounted investment in the WhiteCastle Funds. 58 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Total NOI (thousands of dollars) Proportionately consolidated joint operations (i) Allied Allied/Diamond (The Well) Bayfield CMHC Pension Fund CPPIB First Gulf Corporation Kimco KingSett Metropia/Bazis Sun Life Tanger Trinity Other Total NOI of proportionately consolidated joint operations Equity accounted joint ventures (ii): HBC (RioCan-HBC JV) Kimco (RioKim Montgomery JV LP) Marketvest Corporation/Dale-Vest Corporation (Dawson-Yonge LP) Total NOI of equity accounted joint ventures Total joint arrangements Year ended December 31, 2016 2015 $ 1,271 $ 347 6,462 1,995 15,341 4,406 5,361 10,348 — 5,102 9,315 20,363 8,534 1,234 1,365 6,607 1,979 20,574 4,222 55,361 10,736 (52) 5,248 7,915 19,164 12,936 $ $ 88,845 $ 147,289 12,271 $ — 495 12,766 5,531 1,167 499 7,197 $ 101,611 $ 154,486 (i) Represents the proportionate share of NOI related to all properties for which we owned a proportionate interest during the year. (ii) Includes the Trust's equity accounted joint arrangements only and excludes our equity accounted investment in the WhiteCastle Funds. RioCan-HBC JV As at December 31, 2016, the Trust's ownership interest in RioCan-HBC JV was 11.6% (December 31, 2015 - 10.3%). The following tables present the financial results of RioCan-HBC JV on a 100% basis: Condensed Statements of Financial Position (thousands of dollars) As at Current assets Non-current assets Current liabilities Non-current liabilities (i) Net assets RioCan's share of net assets in RioCan-HBC JV (ii) Includes mortgages payable and lines of credit. (i) (ii) Represents RioCan's proportionate share of net assets and other acquisition-related costs. Condensed Statements of Income (thousands of dollars) Rental revenue Operating expenses Fair value losses Interest expense Net income RioCan's share of net income in RioCan-HBC JV (i) RioCan became a co-venturer in the RioCan-HBC JV on July 9, 2015. December 31, 2016 December 31, 2015 $ $ $ 9,067 $ 1,980,330 10,675 546,114 1,432,608 $ 167,581 $ 1,985 1,947,903 4,417 549,732 1,395,739 143,785 Year ended December 31, 2016 $ 131,653 $ 10,643 (11,825) 15,999 93,186 $ 10,391 $ $ $ 2015 (i) 52,290 4,706 (7,554) 6,708 33,322 4,292 59 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Properties Under Development RioCan has a development program primarily focused on mixed use and urban retail centres. The provisions of the Trust’s Declaration have the effect of limiting direct and indirect investments in greenfield developments and development properties held for resale (each net of related mortgage debt and mezzanine financing to fund co-owners’ share of such developments) to no more than 15% of total consolidated unitholders’ equity of the Trust, as determined under IFRS. As at December 31, 2016, RioCan's investments in greenfield development and residential inventory as a percentage of consolidated unitholders' equity is 2.6% and, therefore, the Trust is in compliance with this restriction. RioCan also has an unsecured operating credit facility with six Canadian Schedule I financial institutions. The unsecured operating credit facility agreement requires the Trust to maintain certain financial covenants pursuant to the credit facility agreement, one of which includes a more restrictive covenant as it pertains to the Trust's development activities. Refer to note 24 of the 2016 Annual Consolidated Financial Statements for further details. 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 (at RioCan's share) for greenfield development and urban intensification projects by geographic area as at December 31, 2016 is as follows: (in thousands of square feet) Toronto Suburban GTA Alberta Ottawa NLA 1,720 1,061 759 221 Total 3,761 Refer to note 5 of the 2016 Annual Consolidated Financial Statements for the year ended December 31, 2016 for the change in consolidated IFRS carrying value of the Trust's development properties. Development Property Acquisitions and Dispositions During 2016, RioCan completed acquisitions in four development properties for $10 million, these assets were acquired free and clear of financing, and disposed of two parcels of excess land in Canada valued at $5.4 million. Completed Developments in 2016 During the year ended December 31, 2016, RioCan transferred carrying value from properties under development to income producing properties totalling $274 million pertaining to 733,000 square feet of completed greenfield development and expansion and redevelopment projects. 60 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS A summary of RioCan’s 2016 transfers to income properties from development projects is as follows: NLA at RioCan's Interest 2016 (thousands of square feet, unless otherwise noted) Property location Brentwood Village, Calgary, AB Charlottetown Mall, Charlottetown, PEI Corbett Centre, Fredericton, NB East Hills, Calgary, AB Flamborough Power Centre, Hamilton, ON Gates of Fergus, Fergus, ON Herongate Mall, Ottawa, ON Kennedy Commons, Toronto, ON Lawrence Square, Toronto, ON RioCan Colossus Centre, Vaughan, ON RioCan’s % ownership Total 100% 100% 100% 40% 100% 100% 75% 50% 100% 100% 3 44 25 57 8 32 2 5 62 114 Q4 — 25 25 — — — 2 — — 6 RioCan Scarborough Centre II, 100% 116 116 Toronto, ON Sage Hill Crossing, Calgary, AB Shoppers City East, Ottawa, ON South Hamilton Square, Hamilton, ON South Trail Crossing, Calgary, AB Stratford Centre, Stratford, ON 1860 Bayview Avenue, Toronto, ON 50% 63% 100% 100% 100% 100% 51 22 51 49 16 76 21 13 — — 16 — Q3 3 19 — 35 — 16 — — 11 108 — 14 — 16 — — 38 Development Pipeline Summary 733 224 260 Q2 — — — 22 — 6 — 5 — — — 13 — — — — 38 84 NLA at 100% Tenants transferred to IPP Q1 — — — — 8 10 — — 51 — — 3 9 35 49 — — 3 Chatime 44 H&M, Urban Planet 25 Princess Auto 143 Sport Chek, Bed, Bath & Beyond, Dollarama, Michaels, Marshalls 8 Investors Group 32 Giant Tiger, Dollarama 3 A&W 10 Visions Electronics 62 HomeSense, Marshalls, PetSmart 114 Bed, Bath & Beyond, Buy Buy Baby, Staples, Chop 116 Costco 102 McDonald's, Liquor Max, Bulk Barn, London Drugs, Bank of Nova Scotia 35 Shoppers Drug Mart, The Beer Store, Expedia, Thai Express, Gabriel's Pizza 51 Flying Squirrel 49 HomeSense, Marshalls 16 World Gym 76 Shoppers Drug Mart, TD Bank, Whole Foods 165 889 The fair market value of properties under development, including properties under development held for sale, at December 31, 2016 is $916 million (December 31, 2015 - $872 million), which includes costs of $905 million (December 31, 2015 - $907 million) and a cumulative fair value of $11 million (December 31, 2015 - reduction of $35 million). As at December 31, 2016, RioCan’s greenfield development and urban intensification pipeline will, upon completion, represent approximately 6,440,000 square feet (3,761,000 square feet at RioCan's interest), which includes approximately 811,000 square feet that is already income producing. The following tables represent the components of properties under development type and status: (thousands of dollars) As at December 31, 2016 Comprised of: Greenfield Development Urban Intensification Expansion and Redevelopment Excess Density and Other (i) Active Committed Non-committed Non-active Total $ 82,147 $ 72,900 $ — $ 263,127 218,056 — 151,863 6,684 — — — 120,731 $ 563,330 $ 231,447 $ 120,731 $ 155,047 414,990 224,740 120,731 915,508 (i) Non-active excess density and other includes earn-outs and early stage zoning, planning and consent costs related to residential initiatives. Definitions Greenfield Development - vacant land typically located in suburban markets that is being constructed or developed ‘from the ground-up’ for future use as a rental property. Urban Intensification - land use intensification at existing rental income property located in urban markets, which typically involves increasing the rentable square footage of the property. Expansion and Redevelopment - existing rental income property, or component thereof, that is being repositioned through redevelopment, which typically increases NOI by adding to the overall rentable area of the property. Excess Density and Other - vacant land acquired or identified for future development, if and when market demand exists. 61 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Active Committed - a property where a pro forma budget has been approved, all major planning issues have been resolved, anchor tenant(s) have been secured and construction is about to start or has started. Active Non-committed - a property where the development team is in the process of creating a 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 been identified as having future development potential, but is currently not in active development. On an aggregate basis, the majority of greenfield development and urban intensification projects (including residential rental development) are estimated to generate a weighted average NOI yield of approximately 5% to 6%, although certain properties may fall outside of this range. For the year ended December 31, 2016, total costs incurred were approximately $243 million. Capital expenditures for active projects in 2017 are estimated to be approximately $385 million. These costs will be reduced by any potential proceeds received from conditional land and air right sales. Projected Development Summary 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 pertaining to the retail portion of the development and appropriate risk-adjusted returns. In the case of mixed use projects, construction of the rental residential component will commence with no pre-leasing. Development activity is expected to increase in the upcoming years due to development of mixed use properties featuring residential components, demand from U.S.-based tenants entering the Canadian market and the demand from existing tenants, especially in urban locations. RioCan’s estimated development project square footage and future development costs are subject to change. Such changes may be material to the Trust, as assumptions are updated regularly based on revised site plans, the cost tendering process and continuing tenant negotiations. These assumptions, among other items, include the following: anchor tenants, the likelihood, timing and amount of future sales of air rights and land dispositions, tenant rents, building sizes, project completion timelines, availability and cost of construction financing, and project costs. Although the projected development expenditures below are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these projections and may, therefore, materially differ from management’s current expectations. RioCan's projected development spending for active committed and active non-committed projects are as follows: (thousands of dollars) Greenfield Development Urban Intensification Expansion & Redevelopment 2017 2018 2019 2020+ Total $ 19,266 $ 75,120 $ 17,872 $ 113,564 $ 225,822 217,141 148,667 272,163 64,306 164,008 19,783 364,951 1,018,263 70,735 303,491 Sub-total Less: Projected proceeds from dispositions (i) $ 385,074 (34,724) $ 411,589 — $ 201,663 — $ 549,250 (101,964) $ 1,547,576 (136,688) Projected development costs, net of dispositions $ 350,350 $ 411,589 $ 201,663 $ 447,286 $ 1,410,888 Committed Non-committed Total $ 293,681 $ 229,868 $ 40,967 $ — $ 564,516 56,669 181,721 160,696 447,286 846,372 $ 350,350 $ 411,589 $ 201,663 $ 447,286 $ 1,410,888 (i) Projected proceeds from dispositions represents conditional land and air right sales, which management considers as reductions to its overall development expenditures. As at December 31, 2016, the development pipeline NLA expected to be completed by year is as follows: (thousands of square feet) Greenfield Development Urban Intensification Sub-total Expansion & Redevelopment Total NLA - RioCan% NLA - 100% NLA - RioCan% IPP(i) 2017 2018 2019 2020+ 2,498 3,942 6,440 2,150 8,590 1,549 2,212 3,761 1,544 5,305 294 81 375 — 375 50 — 50 816 866 143 235 378 536 914 — 534 534 27 561 1,062 1,362 2,424 165 2,589 (i) NLA of the development pipeline that is currently income producing. 62 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS As at December 31, 2016, the development pipeline NLA expected to be completed by year and by committed and non- committed is as follows: (thousands of square feet) Committed Non-committed Total Greenfield Development 2017 2018 2019 2020+ 866 — 866 862 52 914 542 19 561 333 2,256 2,589 RioCan’s current greenfield development pipeline consists of three properties that are expected to add approximately 2,498,000 square feet (1,549,000 square feet at RioCan’s interest) of space upon completion over the next six years, excluding potential condominium units, townhouses and air rights that will be sold. 655,000 square feet is already income producing (294,400 square feet at RioCan's interest). 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 our organic growth strategy over time. Our development program is focused on well-located urban and suburban land in the six major markets in Canada. RioCan’s projected returns on development properties are expected to be 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 the expiry of their original term. Development properties that we have completed either independently or with co-owners during the last fifteen years contribute significantly to our existing growth. A summary of RioCan’s greenfield development pipeline as at December 31, 2016 is as follows: (thousands of square feet) RioCan’s % ownership Partners Anchors Total estimated development Retailer owned anchors (i) RioCan’s interest Partners’ interests Total leasing activity (ii) % Leased Current development (iii) Potential future developments Estimated square feet upon completion of the development project Anticipated date of development completion East Hills, Calgary, AB 40% CPPIB / Lansdowne / Tristar 50% KingSett Walmart, Cineplex, Costco (shadow anchor) Walmart, Loblaws, London Drugs 886 160 291 435 380 52% Q4 2017 2018 394 — 197 197 355 90% Q4 2017 1,280 160 488 632 735 66% 100% 1,218 157 1,061 1,218 157 1,061 — — — — — — 2019+ 2,498 317 1,549 632 735 34% (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 current development date refers to the rent commencement date. Acquisition and development expenditures incurred to date Estimated remaining construction expenditures to complete RioCan’s interest RioCan’s % ownership Estimated project cost (100%) Amount included in IPP Amount included in PUD 40% $ 338,401 $ 36,044 $ 59,156 $ 95,200 $ 120,232 $ 215,432 $ 49,187 $ 73,781 $ 122,968 50% 121,466 44,051 6,377 — 16,613 50,428 16,613 46,681 — 97,109 16,613 12,179 12,179 24,358 — — — Total Partners’ interest Total RioCan’s interest Partners’ interest Total Windfield Farms, Oshawa, ON 100% Fair Value Adjustments Greenfield Developments –Non- committed Total Greenfield Developments 459,867 223,476 223,476 80,095 82,146 162,241 166,913 329,154 61,366 85,960 147,326 — — — 59,020 13,880 59,020 13,880 72,900 72,900 — — — 59,020 164,456 13,880 — — 164,456 — — 72,900 164,456 — 164,456 $ 683,343 $ 80,095 $ 155,046 $ 235,141 $ 166,913 $ 402,054 $ 225,822 $ 85,960 $ 311,782 Sage Hill, Calgary, AB Greenfield Developments – Committed Windfield Farms, Oshawa, ON Greenfield Developments – Non-committed Total Greenfield Developments (thousands of dollars) East Hills, Calgary, AB Sage Hill, Calgary, AB Fair Value Adjustments Greenfield Developments – Committed A summary of 2016 highlights from RioCan’s Greenfield Development projects are as follows: 63 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS East Hills - Calgary, Alberta This 148 acre site is currently being developed into an 886,000 square foot regional new format retail centre. The site is anchored by a 130,000 square foot Walmart that opened in March 2014. An additional 67,000 square feet of retail space was constructed in 2015. The majority of the tenants in this phase opened in early 2016. A deal was completed with Costco in the first quarter of 2016 to purchase approximately 14.8 acres of the site. Costco commenced construction of a 160,000 square foot store in the second quarter of 2016 and opened in the third quarter of 2016. Construction was completed on 135,000 square feet of retail space in the third quarter of 2016. Marshalls, Michaels, PetSmart, Bed Bath & Beyond, Mark’s Work Wearhouse and Dollarama all commenced operations in the third quarter of 2016. Sport Chek commenced operations in early October 2016. Sage Hill - Calgary, Alberta This 32-acre site is currently being developed into a 394,000 square foot new format retail centre. This site is anchored by a 153,000 square foot Walmart that opened in January 2015. A 45,000 square foot Loblaws City Market commenced operation in January 2016. A 36,000 square foot London Drugs commenced operation in November 2016. The majority of tenants are expected to be open in 2017. Windfield Farms - Oshawa, Ontario RioCan and Tribute Communities ("Tribute") have formed a co-ownership with the purpose of developing a residential project containing approximately 551 townhome units on an approximate 31-acre portion of RioCan's Windfield Farms development property. Tribute will provide development, construction, sales and marketing services to the co-ownership for the residential component of the site. RioCan continues to explore various retail and mixed use development options for the remaining 85 acres of the approximately 116 acres of developable land at the site, which is located in the eastern GTA adjacent to Highway 407 in Oshawa, Ontario. All significant conditions with respect to the purchase price have been waived by Tribute for the residential portion of this project and we expect to receive the remaining approvals during second quarter of 2017. Site work commenced during 2016. Urban Intensification A focus within our development growth strategy is urban development and intensification. Our current urban development pipeline consists of eleven properties that, if all rezoning requests are granted as applied for, represents approximately 3,942,000 square feet (2,212,000 square feet at RioCan’s interest) of space upon completion over the next six years, excluding condominium units and air rights that have been sold and potential condominium units and air rights that will be sold. Our urban development program currently is focused on properties located in densely populated areas in the urban cores of Toronto and Calgary. 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 and preferably near transit lines, we can seek to obtain additional density, retail or residential, on its existing property portfolio, and as the land is already owned, it anticipates achieving strong returns on new construction and increasing net asset value. 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 our 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. 64 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS A summary of our urban development and intensification pipeline as at December 31, 2016 is as follows: (thousands of square feet) RioCan’s % ownership Partners Anchors Total estimated development RioCan’s interest Partners’ interests Total leasing activity (i) % Leased Current development (ii) Potential future developments Estimated square feet upon completion of the development project Anticipated date of development completion 491 College Street, Toronto, ON 50% Allied LCBO Bathurst College Centre, Toronto, ON Fifth and Third East Village, Calgary, AB Gloucester -Residential, Ottawa, ON 100% 100% 100% King-Portland Centre, Toronto, ON 50% Allied Grocery store Loblaws Shopify, Indigo Yonge Eglinton Northeast Corner, Toronto, ON 50% Metropia / Bazis TD Bank Urban Intensification –Committed Brentwood Village -Residential, Calgary, AB College & Manning, Toronto, ON Dupont Street, Toronto, ON The Well, Toronto, ON The Well -Residential Bldg 6, Toronto, ON Urban Intensification - Non-committed Total Urban Intensification 50% 50% 100% 40% Boardwalk Allied Allied / Diamond 50% Woodbourne 25 146 184 221 484 398 12 146 184 221 242 199 1,458 1,004 87 61 236 613 211 174 121 236 1,531 422 2,484 3,942 2018 2018 2020 2019 2019 2018 & 2019 13 — — — 242 199 454 87 60 — 918 211 7 98 28% 67% 105 57% 5 2% 278 57% (iii) 18 511 5% (iii) 35% — —% (iv) 59 — — 49% 0% 0% — —% (iv) 2020 2020 2020 2020+ 2022+ 1,208 2,212 1,276 1,730 59 570 2% 14% Leasing activity includes leasing that is conditional on receiving municipal approvals and meeting construction deadlines. (i) (ii) The current development date refers to the rent commencement date. (iii) Excluding the residential components, the commercial space leased as at December 31, 2016 for King-Portland Centre and Yonge Eglinton Northeast Corner are 75% and 31%, respectively. (iv) These projects are primarily rental residential with either very minor retail components (based on square feet to be developed) or no retail, therefore, there is minimal or no pre-leasing activity at this date. The total estimated development square feet upon completion of our project at Yonge Eglinton Northeast Corner includes space for offices, retail and residential rental apartments only (excludes residential condominiums). 341,000 square feet of the total estimated 398,000 square foot development pertains to residential rental density, wherein leasing will not take place until construction of the building is completed. As a result, total leased space on our mixed use projects, such as this one and the King-Portland Centre, will be lower relative to our retail developments as there is no pre-leasing on the rental residential components. 65 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 Fair Value Adjustments Urban Intensification - Non-committed MANAGEMENT’S DISCUSSION AND ANALYSIS Acquisition and development expenditures incurred to date (thousands of dollars) RioCan’s % ownership Estimated project cost (100%) RioCan’s interest Amount included in IPP Amount included in PUD Estimated remaining construction expenditures to complete Total Partners’ interest Total RioCan’s interest Partners’ interest Total 491 College Street, Toronto, ON 50% $ 21,876 $ 45 $ 6,701 $ 6,746 $ 6,149 $ 12,895 $ 4,490 $ 4,490 $ 8,980 Bathurst College Centre, Toronto, ON 100% 101,147 Fifth and Third East Village, Calgary, AB Gloucester -Residential, Ottawa, ON King-Portland Centre, Toronto, ON Yonge Eglinton Northeast Corner, Toronto, ON Fair Value Adjustments Urban Intensification – Committed 100% 136,024 — — 52,848 52,848 42,648 42,648 100% 80,561 413 14,419 14,832 — — — 52,848 48,299 42,648 93,376 14,832 65,729 — — — 48,299 93,376 65,729 50% 251,071 24,140 26,790 50,930 47,451 98,381 76,344 76,344 152,688 50% 226,758 113 — 61,881 57,839 61,994 57,839 49,678 111,672 57,543 57,543 115,086 — 57,839 817,437 24,711 263,126 287,837 103,278 391,115 345,781 138,377 484,158 Brentwood Village -Residential, Calgary, AB (ii) College & Manning, Toronto, ON 50% 50% 66,673 55,406 — 8,915 Dupont Street, Toronto, ON 100% 126,763 The Well, Toronto, ON 40% 1,205,828 (i) The Well -Residential Bldg 6, Toronto, ON (ii) 50% 235,477 — 5,472 17,296 89,130 — 14,387 17,296 — — 33,337 33,337 12,739 27,126 14,140 14,140 66,674 28,280 — 17,296 109,468 — 109,468 89,130 122,196 211,326 397,801 596,702 994,503 — — 39,966 39,966 — — — 117,738 117,738 235,476 39,966 — — — — — — — 1,690,147 8,915 151,864 160,779 134,935 295,714 672,484 761,917 1,434,401 Total Urban Intensification $2,507,584 $ 33,626 $ 414,990 $ 448,616 $ 238,213 $ 686,829 $ 1,018,265 $900,294 $1,918,559 (i) Estimated project cost reflects the change in scope as a result of the sale of a portion of the residential component of The Well in July 2016. Closing of this transaction is expected to occur in early 2020. (ii) These rental residential development projects have not yet commenced construction, therefore, no costs have been incurred to date. A summary of 2016 highlights from RioCan’s urban intensification projects is as follows: 491 College Street - Toronto, Ontario RioCan and Allied purchased this site, located in downtown Toronto on a 50/50 joint venture basis for the purposes of relocating the existing LCBO at 549 College Street in order to allow for that site's redevelopment. 491 College Street is considered a heritage building, and as such, the facade will remain and be meticulously restored. The LCBO will occupy the first floor and the basement totaling 7,000 square feet of this 25,000 square foot development. Construction commenced in the summer of 2016 and is expected to be completed in the first quarter of 2018. Bathurst College Centre - 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 a 146,000 square foot mixed use retail and office building anchored by a national grocery store. This project is expected to be completed in 2018. Fifth and Third East Village - Calgary, Alberta This 2.8 acre site is located in the East Village area of downtown Calgary, Alberta. The site was first acquired in the second quarter of 2013 as a 50/50 co-ownership with KingSett and RioCan purchased KingSett’s interest in the property in the second quarter of 2015. Upon completion, this mixed use project will include approximately 184,000 square feet of retail space anchored by an 86,000 square foot Loblaws City Market/Shoppers Drug Mart. Construction of this project commenced during the second quarter of 2016 and the retail portion of this project is expected to be completed in 2020. RioCan has agreed in principle to grant a closing extension to residential developer, Embassy BOSA Inc., up to 2023 for the sale of $30 million in air rights as it pertains to the two residential towers to be erected upon the retail podium. Gloucester Residential - Ottawa, Ontario Demolition commenced in December 2016 and construction is scheduled to commence in April 2017 on a 216,000 square foot, 23-storey building that will contain 220 residential units at Silver City Gloucester in Ottawa. The project is expected to be completed in 2019. King-Portland Centre - Toronto, Ontario This site is comprised of 602-606 & 620 King Street West, formerly owned exclusively by Allied, and adjacent properties extending from King Street West to Adelaide Street West that Allied and RioCan each acquired a 50% undivided interest. The site has 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 454,000 square feet of gross floor area. This includes an additional 30,000 square feet pertains to offices at 642 King Street West, which will be redeveloped separately. Leases have been completed with Shopify Inc. for 107,000 square feet and Indigo Books & Music for approximately 79,000 square feet of office 66 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS space at the property. Construction on this project began in the second quarter of 2016. The project is expected to be completed in early 2019. Yonge Eglinton Northeast Corner - Toronto, Ontario Construction on this site began in April 2014 with the demolition of the TD Bank branch. The demolition of the remaining residential apartment building was completed in the second quarter of 2015. The project will contain a 58-floor condominium tower and a 36-floor residential rental tower, as well as 57,000 square feet of retail space featuring a flagship TD Bank branch. The rental tower will have 458 units and the condominium will have 621 units, all of which have been pre-sold. Construction is in progress and the project is expected to be completed toward the end of 2018, with leasing of the residential rental component to take place through 2019. Brentwood Village - Calgary, Alberta Zoning approval was received in early October for a mixed use retail and residential building. The 11-storey building will contain approximately 10,000 square feet of retail space and approximately 164,000 square feet of residential space comprising 165 units in total. RioCan and Boardwalk REIT intend to develop this project as joint venture partners. A firm deal to sell a 50% interest in the project to Boardwalk REIT has been signed, with the deal expected to close in the second quarter of 2017. College & Manning - Toronto, Ontario This site is comprised of 551-555 College Street, formerly owned exclusively by Allied, and 547 and 549 College Street, which were formerly owned exclusively by RioCan. Given the strategic downtown location of each property, Allied and RioCan have formed a 50/50 co-ownership to create a mixed use development including office, retail and residential space. Upon completion, the development shall be 121,000 square feet, including approximately 59,000 square feet that is currently income producing, 56,000 square feet of residential rental density and 6,000 square feet of retail space featuring 185 feet of frontage along College Street. Construction will commence in 2018 upon completion of the LCBO relocation to 491 College Street. 740 Dupont Street - Toronto, Ontario This 1.4 acre site, located on Dupont Street near Christie Avenue, is northwest of the downtown Toronto core. Notice was received and the existing tenant will vacate on September 30, 2017, which will allow the property to be redeveloped into a mixed use retail and residential property. The site is expected to be developed into a 236,000 square foot, nine-storey mixed use urban retail and residential building that will feature up to 85,000 square feet of retail space and 151,000 square feet of residential space. RioCan has a 100% ownership interest in the site. We received zoning approvals in 2015 and expect to receive site plan approval during the third quarter of 2017. Construction will commence in the fourth quarter of 2017. The Well - Toronto, Ontario This 7.74 acre site is located on part of a large city block in Toronto 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. Official Plan approval has been received for over 3,000,000 square feet of mixed use density on the site. Approximately 1,450,000 square feet of the density is expected to be residential which will include a mix of both condominiums and rental apartments. A binding agreement to sell the residential component of The Well to Tridel and Woodbourne was completed in the third quarter of 2016. The occupants of the buildings on the site vacated at the end of 2016. Construction will begin in early 2017. RioCan will remain a 50% co-owner of one of the rental buildings (Building 6) representing approximately 422,000 square feet of the residential rental density. 67 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Expansion & Redevelopment RioCan’s expansion and redevelopment project costs for 2017 are currently expected to be approximately $149 million. As at December 31, 2016, RioCan’s expansion and redevelopment pipeline will, upon completion, comprise approximately 2,150,000 square feet, of which RioCan’s ownership interest will be approximately 1,544,000 square feet. A summary of RioCan’s expansion and redevelopment projects are as follows: (thousands of square feet, thousands of dollars) As at December 31, 2016 Brentwood Village, Calgary, AB Burlington Mall, Burlington, ON Corbett Centre, Fredericton, NB Flamborough Power RioCan’s % ownership 100% 50% 100% Tenant(s) Retail Podium Interior Mall Renovation NB Liquors, Mr. Lube Centre, Hamilton, ON 100% TBD Herongate Mall, Ottawa, ON 75% GoodLife Fitness Parkland Mall, Yorkton, SK Place Greenfield Park, GP, QC Shoppers City East, Ottawa, ON Tanger Outlets - Ottawa, Kanata, ON The Stockyards, Toronto, ON 100% Winners JYSK, Giant Tiger, Dollarama 100% 63% A&W, Tim Hortons 50% Marshalls 50% Pads D, M, N Longo's, LA Fitness, Interior Mall Renovation, Residential Yonge Sheppard Centre, Toronto, ON 50% Properties with former Target units(ii) Fair Value Adjustments Total Committed Expansion and Redevelopment properties Total Non-committed Expansion and Redevelopment properties Total Estimated project cost Project NLA NLA RioCan's Interest RioCan’s Interest Partners’ Interest Historical costs(i) Total Development expenditures to date at RioCan’s interest Total costs incurred to date Estimated remaining construction expenditures to complete at RioCan's interest 13 — 20 88 44 20 72 7 58 20 13 $ 1,858 $ — $ 1,858 $ 9,616 $ 740 $ 10,356 $ 1,118 — 20 88 33 20 72 4 29 10 20,133 20,133 40,266 6,070 23,574 — — 6,070 — — 890 890 19,243 1,269 1,269 4,801 23,574 5,384 2,735 8,119 20,839 6,502 2,167 8,669 4,153 5,434 9,587 1,068 4,457 7,642 — — 4,457 2,241 4,416 6,657 41 7,642 2,300 2,594 4,894 5,048 2,217 1,313 3,530 18,840 1,261 20,101 956 9,934 9,934 19,868 4,504 5,029 9,533 4,905 252 252 504 6,700 127 6,827 125 511 256 184,865 184,865 369,730 25,122 57,818 82,940 127,047 1,119 — 909 129,724 27,353 157,077 101,934 26,155 128,089 103,569 — — — — (71,206) — (71,206) — 1,972 1,454 397,228 246,017 643,245 109,588 108,468 218,056 288,760 178 90 17,550 17,550 35,100 3,865 2,819 6,684 14,731 2,150 1,544 $ 414,778 $ 263,567 $ 678,345 $113,453 $ 111,287 $ 224,740 $ 303,491 (i) Historical costs represent carrying amounts transferred from IPP for former anchors targeted for redevelopment. (ii) RioCan transferred carrying value associated with the disclaimed spaces formerly occupied by Target from income producing properties to properties under development. The estimated remaining construction expenditures are based upon various scenarios related to the former Target space with the objective of developing these assets, such that RioCan can attract new tenants, achieve higher rents and improve the overall shopping centre. A summary of 2016 highlights from our expansion and redevelopment projects is as follows: Brentwood Village Shopping Centre - Calgary, Alberta The four condo towers at Brentwood Village, known as University City, sit atop two retail podiums. The podium below towers 1 and 2 is fully leased and features a 5,700 square foot sushi restaurant, a daycare, and Anytime Fitness. The podium below towers 3 and 4 remains unleased except for Chatime, who took occupancy in the fourth quarter of 2016. We anticipate the remaining space will be leased and open by late 2017. Burlington Mall - Burlington, Ontario In addition to the reconfiguration and improvements scheduled to occur in the former Target premises, there will be an additional investment made to renovate the balance of the centre. The scope of the renovation includes creation of a new mall link corridor connecting the existing food court to the HomeSense corridor via the former SportChek premises, a full renovation of the food court including washroom upgrades, replacement of all existing flooring, the addition of new skylights and lighting as well as cosmetic upgrades to the existing common areas. Corbett Centre - Fredericton, New Brunswick Construction is nearing completion on this 459,000 square foot new format retail centre. The site is shadow anchored by Costco and Home Depot and operate as part of the overall site. During the fourth quarter of 2016, Princess Auto received possession of 68 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS a 25,000 square foot PAD and construction was underway for a 14,000 square foot New Brunswick Liquor. The tenants are expected to open in the second quarter of 2017. Flamborough Power Centre, Flamborough, Ontario An 8,000 square foot Investors Group commenced operations in Q3 2016. An additional 88,000 square feet can be developed at the property. Herongate Mall - Ottawa, Ontario This 16 acre site consisted of a 196,000 square foot enclosed mall when the property was acquired in 2011. The majority of the original building was demolished in two stages in 2012 and 2013 and the property is currently being redeveloped into a 150,000 square foot new format retail centre. The site is anchored by a 42,000 square foot Food Basics. A 12,000 square foot Pharma Plus commenced operations in April 2013. A 12,000 square foot PetSmart and a 10,000 square foot Dollarama commenced operations in 2015. Construction on the final phase of the development began in the third quarter of 2016 and the tenants are expected to open in 2017. Deals have been completed with a 30,000 square foot GoodLife Fitness and a 2,800 square foot A&W. Parkland Mall - Yorkton, Saskatchewan Parkland Mall is an enclosed shopping centre located in Yorkton, Saskatchewan. A deal has been completed with Save-On- Foods to backfill a former grocery store premises at the mall. In addition, approximately ten interior mall units will be demolished in order to construct a new 20,000 square foot Winners. Construction is nearing completion and Save-On-Foods and Winners are expected to open during the second quarter of 2017. Place Greenfield Park - Greenfield Park, Quebec Deals have been completed with a 27,000 square foot JYSK, a 24,000 square foot Giant Tiger, and a 15,000 square foot Dollarama to backfill the former 70,000 square foot Grand Marche premises. Construction is underway to reconfigure the unit and tenants are expected to commence operations by the fourth quarter of 2017. Shoppers City East - Ottawa, Ontario This 19.4 acre site consisted of a 152,000 square foot neighborhood shopping when the property was acquired. Demolition of the buildings commenced late in 2013 and was completed in 2016. The property is currently being redeveloped into a 207,000 square foot new format retail centre. A conditional deal has been completed with Costco to purchase approximately 14.7 acres of the site. Providing that conditions are waived, it is anticipated that Costco will commence construction of a 164,000 square foot store in 2017. Construction is nearing completion on the remainder of the site that consists of four buildings totaling 43,000 square feet of retail space. A 15,000 square foot Shoppers Drug Mart commenced operations in May 2016. Three additional buildings totaling 28,000 square feet are expected to commence operations by mid 2017. Deals have been completed with numerous national tenants including The Beer Store and Tim Hortons. Tanger Outlets - Ottawa, Kanata, Ontario Construction is nearing completion on a 25,000 square foot Marshall’s. The tenant is projected to open during the second quarter of 2017. An additional 33,000 square feet can be developed in the current phase and the property also has an additional ten acres that can be redeveloped. Yonge Sheppard Centre - Toronto, Ontario The redevelopment plan includes 295,000 square feet of residential rental units and 216,000 square feet of commercial space. The site will be anchored by Longo’s, LA Fitness, Winners and Shoppers Drug Mart. Construction on the retail renovation began during the first quarter of 2016 and is expected to be completed in 2019. The final site plan agreement is expected to be in place by the second quarter of 2017. Construction is expected to begin in the second quarter of 2018 on a 35-storey, 359-unit residential rental building. RioCan and KingSett each own 50% of the property. Former Target Properties To date, RioCan has agreements in place or in advanced discussions on 47 leases that, when completed, will replace approximately 122% of the revenue lost from the major retailer's exit, not including the enhanced common area maintenance and realty tax recoveries. Approximately one-third of the replacement rental revenue will be in place by the end of the first quarter of 2017, including the tenants in possession by the end of 2016, with the majority of the backfilled base rental revenue in place by the end of the year. The expected cost to complete the redevelopment work related to the 47 leases is currently estimated to be approximately $104 million at RioCan's interest. A substantial portion of the capital required for the redevelopment work was provided through the net settlement proceeds of $88 million (at RioCan’s interest) with Target Corporation, Target’s parent company. Once the redevelopment work is completed, these properties will then move out of the Trust's development portfolio and back into the income producing portfolio and we will cease to capitalize interest costs on the properties. The net result of this event is stronger shopping centres with better appeal, greater cash flow, enhanced diversification, and a stronger rent growth profile than the portfolio had previously. 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. 69 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Residential Development RioCan has currently identified nearly 50 properties that it considers to be strong possible intensification opportunities, all of which are in the six major markets and are typically located in the vicinity of substantive transit infrastructure. RioCan’s objective is to develop approximately 10,000 rental residential units over the next decade. Given the early stage of the evolution of this strategy, there can be no assurance that all of these developments will be undertaken, and if they are, on what terms. As at the date of this report, RioCan has obtained planning approvals for 11 mixed use projects. If all planning permission requests - including those where approvals have been received and those where applications have been filed - are granted as applied for, a total of 10,583,000 square feet of potential development is expected, which will include residential rental units held for long-term rental income; condominiums for sale that will, in most cases, be developed by third party partners through the sale of air rights; and commercial gross leasable area. The mix between condominiums and rental residential may change over time depending on market conditions. The majority of these properties are located directly on, or in proximity, to major transit lines such as the existing Toronto Transit Commission's 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 its development capabilities. The figures in the chart below and those noted herein are at 100% interest. In some cases, RioCan has co-owners, and therefore, does not hold a 100% interest. The figures in the chart below represent the first planned phase of development with multiple phases. A summary of our residential development projects is as follows: Property Location RioCan Ownership % (Partner) Estimated square feet upon completion of the first phase of the development project (at 100%) Yonge Eglinton Northeast Corner (v) Toronto, ON 50% (Metropia / Bazis) College & Manning (iii) (v) Dupont Street (v) Yonge Sheppard Centre (iv) (v) King-Portland Centre (iii) (v) Tillicum Centre (ii) (v) Markington Square (ii) (v) Toronto, ON Toronto, ON Toronto, ON Toronto, ON Victoria, BC Toronto, ON Gloucester - Residential (ii) (v) Gloucester, ON Fifth & Third (v) Brentwood Village (ii) (v) The Well Sunnybrook Plaza (ii) (v) Southland Crossing (ii) Queensway Cineplex (ii) Calgary, AB Calgary, AB Toronto, ON Toronto, ON Calgary, AB Toronto, ON Mill Woods Town Centre (ii) Edmonton, AB Spring Farm Marketplace (ii) RioCan Grand Park (ii) Dufferin Plaza (ii) Elmvale Acres (ii) Westgate Shopping Centre (ii) RioCan Scarborough Centre (ii) RioCan Leaside Centre (ii) Total GTA, ON GTA, ON Toronto, ON Ottawa, ON Ottawa, ON Toronto, ON Toronto, ON Commercial Residential (i) Total 56,000 6,000 85,000 216,000 301,000 18,000 2,000 — 184,000 10,000 774,000 57,000 151,000 295,000 116,000 275,000 357,000 216,000 650,000 164,000 830,000 63,000 236,000 511,000 417,000 293,000 359,000 216,000 834,000 174,000 50% (Allied) 100% 50% (KingSett) 50% (Allied) 100% 100% 100% 100% 100% 40% (Allied / Diamond) 1,532,000 1,454,000 2,986,000 100% 100% 50% (Talisker) 40% (Bayfield) 100% 100% 100% 100% 100% 100% 100% 43,000 20,000 12,000 20,000 25,000 17,000 61,000 29,000 19,000 600,000 132,000 308,000 175,000 216,000 188,000 233,000 268,000 578,000 143,000 159,000 188,000 230,000 351,000 195,000 228,000 208,000 258,000 285,000 639,000 172,000 178,000 788,000 362,000 3,388,000 7,195,000 10,583,000 (i) Residential gross leasable area (GLA) represents residential rental units that will produce long-term rental income, as well as condominium units and/or air rights that will be sold (where applicable). The costs associated with the residential rental units are included in the Urban Intensification and Expansion & Redevelopment tables in the Properties Under Development section of this MD&A (where applicable). (ii) The Urban Intensification and Expansion & Redevelopment tables currently do not include potential residential density contemplated for this property, but will be updated to include residential density as the development plan is finalized. (iii) GLA excludes the square footage that is currently generating income. (iv) Commercial square footage to be developed at Sheppard Centre represents redevelopment of existing enclosed mall retail space. (v) As at the date of this report, RioCan has obtained planning approvals for the development of this site. In addition to the estimated square feet indicated in the above table, RioCan intends to file applications on additional properties during 2017 and beyond. 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. Depending on market conditions, management may change the allocation between residential rental development and condominium development or air rights sales, or may decide not to proceed with the contemplated development. 70 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Residential Inventory Residential development inventory are properties acquired or developed for which RioCan intends to dispose of all or part of such properties in the ordinary course of business, rather than hold on a long term basis for capital appreciation or for rental income purposes. 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 income and sales proceeds. As at December 31, 2016, the Trust's residential development inventory consists of 623 pre-sold condominium units at our Yonge Eglinton Northeast Corner development with Metropia and Bazis Inc.. Transfers of investment properties into residential inventory are based on a change in use evidenced by management's strategic intent, together with the commencement of development activities with a view to sell, at which point an investment property would be transferred to inventory. Transfers from inventory to investment property are based on a change in use evidenced by management's commitment to use a property for rental purposes or the commencement of an operating lease to another party. Presented below are the carrying amounts of the Trust's residential inventory by property: (thousands of dollars) As at Condominium units at Yonge Eglinton Northeast Corner Townhomes at Stouffville Residential Lands Stouffville Residential Lands December 31, 2016 December 31, 2015 $ $ 48,414 $ — 48,414 $ 37,290 7,986 45,276 This project is comprised of a pre-sold townhouse development consisting of 272 units. During 2016, the final 93 townhomes were closed (18 during the fourth quarter of 2016) resulting in cumulative life-to-date operating income of $2.7 million recognized on the sale of all townhomes, at RioCan's ownership. 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, as defined in the Properties Under Development section in this MD&A. Additionally, RioCan is limited to the amount of capital that can be invested in greenfield developments and development properties held for resale to no more than 15% of the book value of RioCan's total consolidated unitholders’ equity, and this limitation also applies to any mortgages receivable to fund the co-owners’ share of such developments referred to as mezzanine financing. At December 31, 2016, RioCan was in compliance with these restrictions. Contractual mortgages and loans receivable as at December 31, 2016 and December 31, 2015 are comprised of the following: (thousands of dollars) Mezzanine financing to co-owners Vendor-take-back and other Total Contractual rates Low High 0% 4% 0% 7% 5% 7% Weighted Average Rate December 31, 2016 December 31, 2015 5.1% $ 124,245 107,745 $ 4.5% 5.0% $ 10,272 118,017 $ 5,013 129,258 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. CAPITAL RESOURCES AND LIQUIDITY Liquidity and Cash Management RioCan maintains a committed revolving bank facility to provide financial liquidity. These can be drawn or 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 unitholder 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 related committee meetings. Capital adequacy is monitored by management of the Trust by assessing performance against the approved 71 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS 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 (refer to note 24 of RioCan's 2016 Annual Consolidated 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 2017, RioCan expects to be able to satisfy all of its financing requirements through the use of some or all of the following: cash on hand, cash generated by operations, refinancing of maturing debt, utilization of its operating line, construction financing facilities, sale of non-core properties, and through public offerings of unsecured debentures and common equity. If market conditions become challenging, the Trust could finance certain assets currently unencumbered by debt or issue preferred units. Capital Structure As at December 31, 2016 and December 31, 2015, RioCan’s capital structure is as follows (includes both continuing and discontinued operations): (thousands of dollars) IFRS RioCan's proportionate share As at Capital: December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Mortgages payable and lines of credit $ 3,405,568 $ 4,164,669 $ 3,481,026 $ 4,229,926 Mortgages on properties held for sale: U.S. (disposal group) Canada Debentures payable Total debt Preferred unit equity Common unit equity Total capital Total assets Cash and equivalents — — 2,248,024 5,653,592 144,755 7,865,133 1,224,667 23,968 2,000,066 7,413,370 265,451 7,660,588 — — 2,248,024 5,729,050 144,755 7,865,133 $ $ $ 13,663,480 14,173,760 54,366 $ $ $ 15,339,409 15,996,491 83,318 $ $ $ 13,738,938 14,249,875 55,463 $ $ $ Ratio of total debt to total assets (net of cash and cash equivalents) Ratio of floating rate debt to total debt 39.7% 13.8% 46.1% 14.0% 40.0% 14.3% 1,224,667 23,968 2,000,066 7,478,627 265,451 7,660,588 15,404,666 16,063,873 85,336 46.3% 14.4% As at December 31, 2016, RioCan's ratio of floating rate debt to total debt remained relatively flat at 13.8% (14.0% as at December 31, 2015), as a result of the Trust repaying a portion of floating rate debt with the net sales proceeds generated from the U.S. asset sale, largely offset by higher operating credit facility draws associated with property acquisitions and development costs. Also in connection with the Trust repaying debt during 2016, our overall debt leverage has been reduced from 46.3% as at December 31, 2015 to 40.0% as at December 31, 2016, as determined on a RioCan proportionate share basis. We expect our total debt to total asset ratio to fluctuate going forward between 38% to approximately 42%. Over the next 12 to 18 months, we expect this ratio to rise toward the higher end of the range, primarily as a result of funding of our development program. RioCan continues to utilize floating interest rate debt for the purpose of interest rate risk management and for the flexibility it offers in the execution of investment transactions. Debt and Leverage Metrics RioCan’s debt and leverage metrics 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 ratios measuring interest coverage, debt service coverage, fixed charge coverage, debt to adjusted EBITDA, operating debt to operating EBITDA and unencumbered assets to unsecured debt. 72 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Presented below are the Trust's key debt and leverage metrics presented on both an IFRS and RioCan's proportionate share basis in comparison to our targeted ratios: Interest coverage (i) Debt service coverage (i) Fixed charge coverage (i) Debt to adjusted EBITDA (i) Operating debt to operating EBITDA (i) Common unitholder distributions as a percentage of AFFO Rolling 12 months ended IFRS RioCan's proportionate share December 31, December 31, December 31, December 31, 2016 3.38 2.62 1.10 8.04 7.68 2015 3.06 2.36 1.10 8.35 7.94 2016 3.36 2.61 1.10 8.10 7.74 2015 3.07 2.37 1.11 8.34 7.93 Targeted Ratios >3.00x >2.25x >1.10x <8.0x <6.5x <90% 91.4% 90.4% 91.4% 90.4% (thousands of dollars) As at Unencumbered assets Unsecured debt: Unsecured debentures Amounts drawn on unsecured operating facility Total unsecured debt outstanding Unencumbered assets to unsecured debt >200% % NOI expected to be generated from unencumbered assets (ii) > 50% IFRS December 31, December 31, 2016 2015 $ 6,625,322 $ 3,321,413 $ 2,250,000 $ 2,000,000 505,185 — $ 2,755,185 $ 2,000,000 240% 166% 49.5% 25.1% (i) Refer to section Non-GAAP Measures in this MD&A for further details. See tables below for calculation of adjusted and operating EBITDA for the respective periods. (ii) Ratio is calculated on a continuing operations basis. Given the substantial increase in the amount of our unencumbered assets due to repayments of secured debt, as well as our conversion from secured credit facilities to an unsecured facility, we have introduced a target relating to the percentage of the portfolio's NOI that is generated from unencumbered assets. The interest and debt service coverage ratios calculated on an IFRS basis for the year ended December 31, 2016 have improved compared to December 31, 2015 mainly due to lower interest and debt service costs as a result of the repayment of debt using the net proceeds from the U.S. sale and interest savings from mortgage refinancings, partially offset by a decrease in adjusted EBITDA mainly in connection with our U.S. property portfolio disposition. The fixed charge coverage ratio calculated on an IFRS basis has remained flat for the year ended December 31, 2016 compared to December 31, 2015. Although our interest costs have been reduced as discussed above, our common and preferred unitholder distributions, in aggregate, have remained largely unchanged over the comparable twelve month period. The lower total fixed charges (interests plus unitholder distributions) was mostly offset by the lower adjusted EBITDA over the comparable period, leaving the fixed coverage ratio largely flat. Debt to adjusted EBITDA has decreased to 8.04 for the year ended December 31, 2016 mainly as a result of lower average debt outstanding more than offset by a decline in adjusted EBITDA during the year in connection with the U.S. portfolio sale. This ratio is likely to improve over the next 12 to 18 months as gains on the sale of marketable securities, the annualized impact of acquisitions and same property growth more than offset the loss of EBITDA from the U.S. property portfolio sale. The unencumbered assets to unsecured debt increased from 166% as of December 31, 2015 to 240% as of December 31, 2016, above our target ratio of 200%. The percentage NOI expected to be generated from unencumbered assets has also improved from 25.1% as of December 31, 2015 to 49.5% as of December 31, 2016. The improvements are a result of the following: • • • the sale of our U.S. portfolio and repayment of related mortgages, the utilization of U.S. net sales proceeds to pay down secured Canadian mortgages, and the conversion from a secured credit facility to unsecured credit facility during June 2016, which enabled RioCan to unencumber multiple investment properties that were previously designated as collateral for the former secured credit facilities. As part of its capital management strategy, it is RioCan’s objective to further improve its leverage, unencumbered assets and coverage ratios. The Trust’s objective is to achieve the targeted ratios indicated in the above table over time. In particular, we anticipate achieving our target of having 50% of NOI generated from unencumbered assets in 2017. 73 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS The following tables present a reconciliation of consolidated net income from continuing and discontinued operations attributable to unitholders to Adjusted and Operating EBITDA: Year ended December 31, 2016 2015 (thousands of dollars) Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Net income (loss) attributable to unitholders $ 683,060 $ 147,687 $ 830,747 $ 416,892 $ (275,129) $ 141,763 IFRS Add (deduct) the following items: Income tax expenses (recovery): Current Deferred — 135,139 135,139 (3,850) (230,675) (234,525) Fair value (gains) losses on properties, net (182,888) (16,899) (199,787) Accrued property taxes under IFRIC 21 Foreign exchange gains related to realty taxes (i) Leasing costs Non-cash unit based compensation expense — — 10,931 1,640 26,321 (1,176) 706 — 26,321 (1,176) 11,637 1,640 — 1,290 91,548 — — 9,750 4,741 8,478 230,474 147,060 — (1,176) 2,022 6 8,478 231,764 238,608 — (1,176) 11,772 4,747 Interest costs Long-term debt redemption costs Depreciation and amortization Foreign exchange loss Transaction (gains) losses on the sale of investment properties, net (ii) Target settlement proceeds, net Transaction costs on investment properties 179,527 18,927 198,454 186,772 49,253 236,025 — 4,386 — — 12 — — 4,398 — 9,929 4,434 131 — 221 — 9,929 4,655 131 (6,075) (65,116) (71,191) 2,631 — 8,165 — — (88,267) 53,562 61,727 8,458 (7,528) — 3,487 (4,897) (88,267) 11,945 Adjusted EBITDA $ 694,896 $ 68,488 $ 763,384 $ 648,309 $ 157,168 $ 805,477 Less: Other transaction gains (iii) (12,670) (1,288) (13,958) (5,974) Addback: Costs related to properties under development (iv) Operating EBITDA Debt and operating debt is calculated as follows: Average debt outstanding Less: average cash and cash equivalents Debt, net of cash and cash equivalents Less: debt related to properties under development (v) Operating debt 2,694 — 2,694 3,339 $ 684,920 $ 67,200 $ 752,120 $ 645,674 $ 157,168 $ 802,842 $ 6,200,515 (60,710) 6,139,805 (366,476) $ 5,773,329 $ 6,788,647 (60,168) 6,728,479 (350,577) $ 6,377,902 — — (5,974) 3,339 (i) Relates to the favourable impact of foreign exchange for the period based on the timing of U.S. realty tax payments. Includes transaction gains and losses realized on the disposal of Canadian and U.S. investment properties. (ii) Includes residential inventory transaction gains, realized gains on the sale of marketable securities, the extinguishment of a U.S. mortgage and (iii) corresponding interest rate swap and gains and losses related to our equity accounted investments in the WhiteCastle Funds. (iv) The Trust adjusts for certain costs not capitalized for IFRS on excess density projects identified for future potential development that, in management's view, form part of the capital cost of these projects. (v) Allocated based on the ratio of Debt to Total Assets and applied to properties under development. 74 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Year ended December 31, (thousands of dollars) RioCan's proportionate share 2016 2015 Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Net income (loss) attributable to unitholders $ 683,060 $ 147,687 $ 830,747 $ 416,892 $ (275,129) $ 141,763 Add (deduct) the following items: Income tax expenses (recovery): Current Deferred — 135,139 135,139 (3,850) (230,675) (234,525) Fair value (gain) loss on investment property, net (183,643) (15,207) (198,850) Accrued property taxes under IFRIC 21 Foreign exchange gains related to realty taxes (i) Leasing costs Non-cash unit based compensation expense — — 10,931 1,640 26,321 (1,176) 706 — 26,321 (1,176) 11,637 1,640 — 1,290 91,546 — — 9,750 4,741 8,478 230,474 153,106 — (1,176) 2,022 6 8,478 231,764 244,652 — (1,176) 11,772 4,747 Interest costs Long-term debt redemption costs Depreciation and amortization Foreign exchange loss Transaction (gains) losses on the sale of investment properties, net (ii) Target settlement proceeds, net Transaction costs Adjusted EBITDA 181,496 18,927 200,423 188,410 49,253 237,663 — 4,386 — — 12 — — 4,398 — 9,929 4,434 131 — 221 — 9,929 4,655 131 (6,075) (65,116) (71,191) 2,631 — 8,165 — — (88,267) 53,562 61,727 8,458 (7,528) — 3,487 (4,897) (88,267) 11,945 $ 696,110 $ 70,180 $ 766,290 $ 649,945 $ 163,214 $ 813,159 Adjust: Other transaction gains (iii) (12,670) (1,288) (13,958) (5,974) Adjust: Items related to properties under development (iv) Operating EBITDA Net debt and net operating debt is calculated as follows: Average debt outstanding Less: average cash and cash equivalents Net debt Less: debt related to properties under development (v) Net operating debt 2,697 — 2,697 3,339 $ 686,137 $ 68,892 $ 755,029 $ 647,310 $ 163,214 $ 810,524 $ 6,271,581 (62,165) 6,209,416 (366,476) $ 5,842,940 $ 6,841,991 (62,244) 6,779,747 (350,577) $ 6,429,170 — — (5,974) 3,339 (i) Relates to the favourable impact of foreign exchange during the year based on the timing of U.S. realty tax payments. (ii) (iii) Includes transaction gains and losses realized on the disposal of Canadian and U.S. investment properties. Includes residential inventory transaction gains, realized gains on the sale of marketable securities, the extinguishment of a U.S. mortgage and corresponding interest rate swap and gains and losses related to our equity accounted investments in the WhiteCastle Funds. (iv) The Trust adjusts for certain costs not capitalized for IFRS on excess density projects identified for future potential development that, in management's view, form part of the capital cost of these projects. (v) Allocated based on the ratio of Debt to Total Assets and applied to properties under development. Credit Ratings 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). As at December 31, 2016, S&P provided RioCan with an issuer credit rating of BBB with a Stable outlook. On December 2, 2016, S&P raised the ratings on RioCan's senior unsecured debentures (Debentures) from BBB- to BBB. 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, 2016, DBRS provided RioCan with a credit rating of BBB (high) relating to the Debentures with a Stable trend. 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. 75 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Credit Facility On June 1, 2016, the Trust entered into a new $1.0 billion unsecured operating credit facility (also referred to as "line of credit") with six Canadian Schedule I financial institutions, which replaced five secured operating credit facilities. The new facility has an interest rate based on a pricing grid depending on RioCan's credit rating and the type of borrowing utilized, with the current rates for Canadian dollar Banker's Acceptances and US dollar LIBOR loans being 120 basis points over the underlying rate. The facility has a five-year term to maturity and a one-year extension option. The unsecured operating credit facility agreement requires the Trust to maintain certain financial covenants in accordance with the credit facility agreement. Refer to note 24 of the 2016 Annual Consolidated Financial Statements for additional details. As at December 31, 2016, RioCan had cash advances and letters of credit outstanding of $505 million and $0.4 million, respectively, and $494 million in cash available to be drawn from this credit facility. Letters of Credit The Trust has aggregate letter of credit facilities with certain Schedule I banks totaling $81 million. As at December 31, 2016, the Trust’s outstanding letters of credit under these facilities was $29 million (December 31, 2015 - $29 million). Debentures Payable We have the following series of senior unsecured debentures outstanding as at December 31, 2016 in connection with our Canadian continuing operations: Series P S Q U X R V T W I Maturity date March 1, 2017 March 5, 2018 June 28, 2019 June 1, 2020 August 26, 2020 December 13, 2021 May 30, 2022 April 18, 2023 February 12, 2024 February 6, 2026 Coupon rate 3.800% 2.870% 3.850% 3.620% 2.185% 3.716% 3.746% 3.725% 3.287% 5.953% Interest payment frequency Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Semi-annual Principal amount 150,000 250,000 350,000 150,000 250,000 250,000 250,000 200,000 300,000 100,000 2,250,000 $ $ As at December 31, 2016, RioCan had debentures outstanding totalling $2.2 billion, net of unamortized debt financing costs (December 31, 2015 – $2.0 billion). Changes in the carrying amount of debentures resulted primarily from the following: (thousands of dollars) Balance, beginning of period Issuances Repayments Foreign currency translation Contractual obligations Unamortized debt financing costs Balance, end of period Three months ended December 31, Year ended December 31, 2016 2015 2016 2015 $ 2,250,000 $ 2,000,000 $ 2,000,000 $ 1,865,990 — — — — — — 2,250,000 (1,976) 2,000,000 66 250,000 — — 2,250,000 (1,976) 475,000 (349,900) 8,910 2,000,000 66 $ 2,248,024 $ 2,000,066 $ 2,248,024 $ 2,000,066 The debentures have covenants relating to our 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 debentures. Issuance On August 26, 2016, the Trust issued $250 million of Series X senior unsecured debentures, which mature on August 26, 2020 and carry a coupon rate of 2.185%. The interest on these debentures is payable semi-annually commencing February 26, 2017. The net proceeds were used by RioCan to fund development, property acquisitions, repayment of certain indebtedness and other general trust purposes. Subsequent to December 31, 2016, the Trust issued $300 million of Series Y senior unsecured debentures, which mature on October 3, 2022 and carry a coupon rate of 2.83%. The interest on these debentures is payable semi-annually commencing April 3, 2017. This series of debentures has the same covenants as the rest of the series of debentures and does not have the additional covenants for Series I debentures, as noted earlier. 76 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Mortgages Payable and Lines of Credit Canadian mortgages payable and lines of credit consist of the following and are presented net of unamortized financing costs: As at Line of credit Construction lines and other bank loans Mortgages payable Mortgages on Canadian properties held for sale Fixed rate mortgages Floating rate mortgages, line of credit, construction lines and other bank loans December 31, 2016 December 31, 2015 $ $ $ $ $ 502,359 $ 203,274 2,699,935 3,405,568 $ — 3,405,568 $ 2,627,591 $ 777,977 3,405,568 $ 561,389 182,622 3,420,658 4,164,669 23,968 4,188,637 3,230,492 958,145 4,188,637 The weighted average contractual and effective rates for fixed and floating rate mortgages payable and lines of credit are as follows: As at December 31, Fixed rate Floating rate Total Contractual 2016 4.07% 1.81% 3.55% 2015 4.17% 1.79% 3.63% Effective 2016 3.98% 1.81% 3.49% 2015 4.36% 1.79% 3.71% For the three months and year ended December 31, 2016, RioCan's new mortgage borrowings and operating line draws for its Canadian operations are as follows: Three months ended December 31, 2016 Year ended December 31, 2016 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 (thousands of dollars, except other data) New borrowings: Fixed rate term mortgages $ Floating rate term mortgages Construction financing Operating lines of credit and other bank loans New borrowings Aggregate new borrowings: Fixed rate debt Floating rate debt Aggregate new borrowings debt — — 10,032 228,892 $ 238,924 $ $ — 238,924 238,924 —% —% 2.20% 1.93% 1.94% —% 1.94% 1.94% — $ — 2.20 91,300 72,590 27,294 4.40 1,118,712 — $ 1,309,896 — $ 91,300 4.31 1,218,596 — $ 1,309,896 2.98% 2.21% 2.23% 1.75% 1.87% 2.98% 1.78% 1.87% 5.85 2.09 1.84 2.41 — 5.85 2.39 — 77 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Changes in the carrying amount of the Canadian and U.S. mortgages payable and lines of credit resulted primarily from the following: (thousands of dollars) 2016 2015 2016 2015 Contractual obligations, beginning of period $ 3,346,731 $ 4,661,538 $ 5,398,642 $ 4,576,115 Three months ended December 31, Year ended December 31, New borrowings: Fixed rate term mortgages – Canada Fixed rate term mortgages – U.S. Floating rate term mortgages – Canada Construction lines Advances on operating line of credit and other bank loans Principal repayments: Scheduled amortization Operating lines of credit and other bank loans At maturity: Fixed rate term mortgages Construction financing Disposed on the sale of properties located in: Canada U.S. Assumed on the acquisition of properties Foreign currency translation (gain) loss Contractual obligations, end of period Unamortized differential between contractual and market interest rates on liabilities assumed at the acquisition of properties Unamortized debt financing costs, net of premiums and discounts Balance, end of period Less: Mortgages associated with properties held for sale: Canada U.S. — — — 10,032 9,900 14,262 — 10,248 91,300 — 72,590 27,294 343,776 268,094 — 43,140 228,892 461,296 1,118,712 817,296 (14,685) (10,000) (165,453) — — — — — (19,046) (26,529) (16,446) (15,088) — — 262,802 55,705 3,395,517 5,398,642 (65,111) (1,154,814) (890,420) (15,469) (29,359) (1,119,562) 62,697 (100,983) 3,395,517 (78,245) (341,830) (608,616) (17,334) (155,117) — 286,986 264,377 5,398,642 16,658 31,626 16,658 31,626 (6,607) (16,964) (6,607) (16,964) $ 3,405,568 $ 5,413,304 $ 3,405,568 $ 5,413,304 — — 23,968 1,224,667 — — $ 3,405,568 $ 4,164,669 $ 3,405,568 $ 23,968 1,224,667 4,164,669 At the outset of 2016, RioCan had $484 million of mortgage principal maturing in 2016 at a weighted average contractual interest rate of 4.50%. For the year ended December 31, 2016, RioCan secured new term mortgage borrowings of $164 million at a weighted average interest rate of 2.64% and a weighted average term of 4.2 years, which include two floating rate mortgages for $73 million having a weighted average term of 2.09 years. For the year ended December 31, 2016, repayments of maturing mortgage balances and scheduled amortization amounted to $956 million. Hedging Activities Interest rate risk As at December 31, 2016, the outstanding notional amount of floating-to-fixed interest rate swaps was $683 million (December 31, 2015 – $993 million) and the term to maturity of these agreements ranges from April 2017 to October 2023. We assess the effectiveness of the hedging relationship on a quarterly basis and have determined there is no ineffectiveness in the hedging of its interest rate exposure as at December 31, 2016. Refer to note 23 of the 2016 Annual Consolidated Financial Statements for the year ended December 31, 2016 for further details. Foreign currency risk Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. As a result of the Trust's disposal of its U.S. property portfolio, repayment of U.S. denominated debt and exit from its U.S. operations, RioCan has significantly reduced its foreign exchange risk. For further details, refer to note 23 of the 2016 Annual Consolidated Financial Statements for the year ended December 31, 2016. Cross currency interest rate swaps On occasion, we will fund our Canadian assets by electing to draw on our unsecured credit facility in US dollars bearing interest at US LIBOR when it is determined that the differential between Canadian and U.S. interest rates makes it economically advantageous to do so. 78 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS During the year ended December 31, 2016, the Trust entered into cross currency interest rate swaps as part of its strategy to hedge any U.S. dollar denominated borrowings from the Trust's unsecured operating credit facility. These have the economic effect of converting floating rate U.S. dollar borrowings to floating rate Canadian dollar borrowings. These cash flow hedges are short-term in nature and qualify for hedge accounting. These hedges are expected to be highly effective since all critical terms of the hedged item and hedging instrument match. All such designated hedging relationships were effective as of the reporting date, with a total U.S. dollar principal value of US$365 million. Canadian Debt Profile As at December 31, 2016, RioCan’s Aggregate Debt had a 3.42 year weighted average term to maturity (December 31, 2015 – 3.55 years) bearing interest at a weighted average contractual interest rate of 3.54% (December 31, 2015 – 3.65%). As at December 31, 2016, 13.8% of the Trust’s Aggregate Debt is at floating interest rates compared to 14.0% at December 31, 2015. We temporarily increased our debt levels during the first half of 2016 through increased use of floating rate operating lines to fund the Kimco portfolio acquisition and the redemption of our Series A preferred units. Proceeds generated from the U.S. asset sale and our Series X debentures were mostly used to repay operating lines of credit. This repayment activity during the period was partly offset by higher operating credit facility draws associated with property acquisitions and development costs, resulting in a slightly reduced weighting of floating rate debt in our overall portfolio from December 31, 2015. RioCan's fixed and floating rate debt as a percentage of total Aggregate Debt and term to maturity are as follows: As at December 31, 2016 Aggregate debt at: Fixed rate debt Floating rate debt Aggregate debt Aggregate debt Percentage of total RioCan's aggregate debt Weighted average term to maturity in years $ $ 4,875,615 777,977 5,653,592 86.2% 13.8% 100% 3.43 3.35 3.42 The weighted average contractual and effective rates for fixed and floating aggregate debt including mortgages payable, lines of credit, debentures and the impact of hedging programs, where applicable, are as follows: As at December 31, Fixed rate Floating rate Total Contractual Effective 2016 3.81% 1.81% 3.54% 2015 3.90% 1.79% 3.65% 2016 3.77% 1.85% 3.50% 2015 3.92% 1.80% 3.71% RioCan’s debt maturity profile and future repayments are as outlined below: Contractual principal maturities and interest rates (i) (thousands of dollars, except percentage amounts) Fixed rate Floating rate Mortgages payable Weighted average interest rate Mortgages payable, bank loans and lines of credit Weighted average interest rate Scheduled principal amortization Total mortgages payable, bank loans and lines of credit Weighted average interest rate Debentures payable Weighted average interest rate Total mortgages, bank loans, lines of credit and debentures payable Weighted average interest rate As at December 31, 2016 Year ending December 31: 2017 2018 2019 2020 2021 Thereafter $ 702,743 4.18% $ 163,595 1.24% $ 64,088 $ 930,426 3.66% $ 150,000 3.80% $ 1,080,426 447,327 263,179 425,840 348,782 256,041 3.86% 4.38% 3.71% 4.42% 3.89% 50,000 39,679 22,590 505,185 — 2.13% 2.13% 2.38% 1.92% —% 44,730 32,724 17,836 6,992 4,186 542,057 335,582 466,266 860,959 260,227 3.70% 4.11% 3.64% 2.95% 3.89% 250,000 350,000 400,000 250,000 850,000 2.87% 3.85% 2.72% 792,057 685,582 866,266 3.72% 1,110,959 3.84% 1,110,227 $ 2,443,912 4.07% $ 781,049 1.81% $ 170,556 $ 3,395,517 3.55% $ 2,250,000 3.52% $ 5,645,517 3.68% 3.44% 3.98% 3.22% 3.12% 3.85% 3.54% Unamortized differential between contractual and market interest rates on liabilities assumed at the acquisition of properties Unamortized debt financing costs, net of premiums and discounts Balance (i) Amounts for 2017 also include due on demand facilities. 16,658 (8,583) $ 5,653,592 As at December 31, 2016, our mortgages payable and lines of credit including mortgages associated with properties held for sale was $3.4 billion ($4.2 billion as at December 31, 2015). The majority of our mortgage debt provides recourse to the assets of the Trust, as opposed to only having recourse to the specific property charged. We follow this policy as it generally results in lower interest rates that could otherwise be obtained. 79 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Trust Units As at December 31, 2016, there are 327 million common trust units outstanding, including exchangeable limited partnership units. All common units outstanding have equal rights and privileges and entitle the holder to one vote for each unit at all meetings of unitholders. During the quarter and year ended December 31, 2016 and 2015, we issued common units as follows: (number of units in thousands) Units outstanding, beginning of period (i) Units issued: Distribution reinvestment plan Unit option plan Direct purchase plan Exchangeable limited partnership units Units outstanding, end of period (i) Three months ended December 31, Year ended December 31, 2016 325,845 2015 321,051 2016 322,483 551 202 17 — 1,420 — 12 — 2,399 1,671 36 26 326,615 322,483 326,615 2015 315,986 5,443 1,019 35 — 322,483 (i) 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, 2016 – 1,164,010 LP units, December 31, 2015 – 1,137,871 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. During the three months ended December 31, 2016, 0.6 million units were issued pursuant to our distribution reinvestment plan ("DRIP") resulting in $7.1 million in equity capital and representing a participation rate of 6.2%. During the same period in 2015, the Trust issued 1.4 million units resulting in $35 million in equity capital, representing a participation rate of 30.6%. During the first quarter of 2016, we eliminated our 3.1% discount on the distribution reinvestment plan, resulting in a decline in our DRIP participation rate for the quarter. Refer to the Distributions to Unitholders section of this MD&A for further details on changes to the Trust's distribution reinvestment plan. During the year ended December 31, 2016, 2.4 million units were issued pursuant to our DRIP resulting in $61 million in equity capital and representing a participation rate of 13.3%. During the same period in 2015, the Trust issued 5.4 million units resulting in $143 million in equity capital, representing a participation rate of 31.5%. As of February 15, 2017, there are 326.8 million common units issued and 8.3 million unit options issued and outstanding under the Trust’s incentive unit option plan. Unit Options The Trust provides long-term incentives to certain employees by granting options through the Incentive Unit Option Plan (the "Plan"). The objective of granting unit-based compensation is to encourage Plan members to acquire an ownership interest in RioCan over time and provides 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 our units on the date prior to the day the option was granted. As at December 31, 2016, 11.6 million unit options remain available for grant under the Plan (December 31, 2015 – 12.6 million unit options). During the year ended December 31, 2016, 1.7 million units were issued pursuant to exercises of the incentive unit options, compared to 1.0 million units issued during the same period in 2015. Executive compensation plan The Trust grants performance equity units (PEUs) under the PEU Plan with a three-year performance period for certain senior executives. The PEUs will be subject to both internal and external measures consisting of both absolute and relative performance over a three-year period, which upon vesting are cash settled. RioCan accounts for this plan under the fair value method of accounting, which uses the Monte-Carlo simulation pricing model to determine the fair value of market-based awards. The Monte-Carlo simulation pricing model uses the same input assumptions as the Black-Scholes model; however, it allows for the incorporation of the market-based performance hurdles that must be met before the PEU vests in the holder. Pursuant to IFRS, compensation costs related to awards with a market-based condition are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided and all performance conditions have been satisfied. During February 2016, we granted 0.2 million performance equity units (PEUs) under our PEU Plan at an IFRS fair value of $5.3 million, where PEUs will fully vest in February 2019 with one-third vested each year over the three-year period. Normal course issuer bid On October 18, 2016, RioCan announced the TSX approval of its notice of intention to make a normal course issuer bid (NCIB) for a portion of its common trust units as appropriate opportunities arise from time to time. See note 13 in RioCan's 2016 Annual Consolidated Financial Statements as at and for the year ended December 31, 2016 for further details. 80 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Preferred Units On March 31, 2016, the Trust exercised its option to redeem all 5 million outstanding Series A preferred trust units at the cash redemption price of $25.00 per Series A preferred trust unit, for total cash proceeds of $125 million paid on April 1, 2016. Unit issue costs totaling $4.3 million were recorded as a charge to retained earnings upon redemption, representing the excess of par redemption value over the carrying value of the preferred trust units. Guarantees As at December 31, 2016, the maximum exposure to loss resulting from the Trust's mortgage guarantees, on behalf of certain of our co-owners' interests and mortgages assumed by purchasers on property dispositions, is approximately $428 million, with expiries between 2017 and 2034 (December 31, 2015 - $457 million). The maximum exposure to credit risk relating to a guarantee is the maximum risk of loss if there was a total default, without consideration of recoveries under recourse provisions against the aforementioned parties. During the year ended December 31, 2016, we both disposed of and acquired interests in certain properties which, on a net basis, reduced our maximum exposure to loss under guarantees. As at December 31, 2016 and during 2016, there have been no defaults by the primary obligors for debts on which we have provided guarantees and, as a result, no contingent loss on these guarantees has been recognized in our 2016 Annual Consolidated Financial Statements. The parties on behalf of which RioCan has outstanding guarantees are as follows: (thousands of dollars) As at Partners and co-owners HBC KingSett Bayfield Metropia and Bazis Trinity Kimco Other Assumption of mortgages by purchasers on property dispositions Devimco Other Liquidity December 31, 2016 December 31, 2015 124,082 $ 126,916 83,750 63,230 39,679 22,614 — 7,555 33,750 39,474 22,900 52,537 45,382 36,738 340,910 $ 357,697 56,574 30,252 427,736 $ 58,035 40,966 456,698 $ $ $ 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 operating line of credit, construction financing facilities, 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. As at December 31, 2016, RioCan had the following sources of liquidity available: • • • • $54 million of cash and cash equivalents, $494 million of cash available under its undrawn operating line of credit, $130 million of cash available under undrawn construction facilities, and 183 unencumbered Canadian properties with a fair value of $6.6 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, refer to Distributions to Unitholders section in this MD&A for further discussion. AFFO for 2016 has remained flat compared to 2015 on a total AFFO basis. However, AFFO per unit decreased from $1.57 in 2015 to $1.54 in 2016 mainly as a result of an increase in weighted average trust units outstanding during 2016 due primarily to our distribution reinvestment and unit option plans. This results in a ratio of distributions as a percentage of AFFO of 91.4% as compared to 90.4% for the year ended December 31, 2015. Refer to "AFFO Highlights" section of this MD&A for the AFFO change. Over the long term, the Trust targets a payout ratio of AFFO on a rolling twelve month basis, which allows RioCan to provide a sustainable distribution of cash flow to unitholders, while retaining a portion of operational cash flow to reinvest into income producing and development properties, and if necessary, to fund any unexpected expenditures for property maintenance that might arise. We continue to target a ratio at or below 90% over the long term, although there may be some fluctuations from 81 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS quarter to quarter. RioCan’s liquidity profile is as follows: (thousands of dollars) As at Cash and cash equivalents Undrawn operating line of credit Liquidity Contractual debt: Debentures payable Mortgages payable, mortgages on Canadian properties held for sale and lines of credit U.S. properties held for sale Total contractual debt Percentage of total contractual debt: $ $ $ $ Liquidity Unsecured debt Secured debt IFRS RioCan's proportionate share December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 $ $ $ 54,366 494,380 548,746 2,250,000 3,395,517 — $ $ $ 83,318 339,284 422,602 2,000,000 4,173,840 1,224,802 $ $ $ 55,463 494,380 549,843 2,250,000 3,470,135 — 5,645,517 $ 7,398,642 $ 5,720,135 $ 9.7% 48.8% 51.2% 5.7% 27.0% 73.0% 9.6% 48.2% 51.8% 85,336 339,284 424,620 2,000,000 4,238,544 1,224,802 7,463,346 5.7% 26.8% 73.2% Our liquidity is impacted by contractual debt commitments and forecasted development expenditures on active projects. Our contractual debt commitments and development expenditures at December 31, 2016 are as follows: (thousands of dollars) Contractual obligations: 2017 2018 2019 2020 2021 Thereafter Total Lines of credit and other bank loans $ 163,595 $ — $ 39,679 $ — $ 505,185 $ — $ 708,459 Mortgages payable Unsecured debentures Lease commitments 766,831 150,000 3,751 542,057 250,000 3,708 295,903 350,000 3,606 466,266 400,000 3,342 355,774 250,000 3,005 260,227 2,687,058 850,000 2,250,000 26,473 43,885 Total $ 1,084,177 $ 795,765 $ 689,188 $ 869,608 $ 1,113,964 $ 1,136,700 $ 5,689,402 Estimated development expenditures: Active developments (i) 350,350 411,589 201,663 — — 549,250 (ii) 1,512,852 Total $ 1,434,527 $ 1,207,354 $ 890,851 $ 869,608 $ 1,113,964 $ 1,685,950 $ 7,202,254 (i) Represents our estimated costs to complete properties both currently under development and planned future developments. These costs will only be committed once leases are signed and/or construction activities are underway. (ii) Represents forecasted development expenditures from 2020 and thereafter. The Trust's contractual debt obligations and projected development expenditures can be funded by net proceeds from the sale of non-core assets (including, but not limited to, excess land and potential air rights), existing cash on hand, our unsecured operating line, construction lines, proceeds from mortgage refinancing and proceeds from the issuance of unsecured debentures or equity units. In addition, our debt strategy has resulted in an unencumbered asset pool with an approximate fair value of $6.6 billion as at December 31, 2016, which can generate additional liquidity, if needed. Unencumbered Assets RioCan has the continued flexibility to generate additional funds in 2017 through upward refinancing of maturing loan balances. As at December 31, 2016, our debt strategy has resulted in approximately 49.5% of annualized NOI being generated by unencumbered assets, providing us with access to a pool of assets for obtaining additional secured debt (December 31, 2015 - 25.1%). Management expects this ratio to improve to over 50% in 2017. The fair value of the unencumbered investment property assets as at December 31, 2016 is estimated at approximately $6.6 billion for 183 properties or 49.9% of the total fair value of investment properties as compared to 119 properties with a fair value of $3.3 billion as at December 31, 2015. 82 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS The table below presents RioCan’s interest in assets at fair value that are available to finance and/or refinance for debt maturing in 2017 and 2018: (thousands of dollars) Unencumbered assets (i) Number of Properties Fair Value of Investment Properties as at Principal balance of debt maturing December 31, 2016 2017 2018 Thereafter 183 $ 6,625,322 $ — $ Encumbered assets with debt maturing in 2017 Encumbered assets with debt maturing in 2018 Encumbered assets with debt maturing thereafter 27 14 76 1,591,826 1,206,155 3,924,265 670,343 — — — $ — 438,387 — — — — 1,591,205 Total $ 13,347,568 $ 670,343 $ 438,387 $ 1,591,205 (i) Substantially all of the Trust's unencumbered assets are income producing properties and 100% owned. Considering the availability our credit facility, unencumbered asset pool, relatively low leverage and demonstrated historical access to debt capital markets, we expect that all maturities will be refinanced or repaid in the normal course of business, and as such, do not anticipate that we will be required to sell assets in 2017 to meet our maturing debt obligations in 2017. Distributions to Unitholders RioCan qualifies as a mutual fund trust and a REIT for Canadian income tax purposes. We expect to distribute all of our taxable income to unitholders and are entitled to deduct such distributions for Canadian income tax purposes. From time to time, RioCan may retain some taxable income and net capital gains, when appropriate, in order to utilize the capital gains refund available to mutual fund trusts without incurring any income taxes. Accordingly, no provision for current income taxes payable is required, except for amounts incurred in our incorporated Canadian subsidiaries. Our U.S. subsidiary qualified as a REIT for U.S. income tax purposes up to May 25, 2016, subsequent to the closing date of the sale of our U.S. property portfolio. The subsidiary distributed all of its U.S. taxable income and is entitled to deduct such distributions for U.S. income tax purposes. The subsidiary’s qualification as a REIT depends on the REIT’s satisfaction of certain asset, income, organizational, distribution, unitholder ownership and other requirements on a continuing basis. Our U.S. subsidiary was subject to a 30% or 35% withholding tax on distributions of its U.S. taxable income to Canada. We do not intend to distribute any withholding taxes paid or payable to our unitholders, related to the disposition. We consolidate certain wholly owned incorporated entities that are subject to tax. The tax disclosures, expense and deferred tax balances relate only to these entities. If we 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 we 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. From year to year, the taxability of the Trust's distributions may fluctuate depending upon the timing of recognition of certain gains and losses based on the activities of the Trust. For the year ended December 31, 2016, we expect the taxability of the Trust's distributions to be higher than historical average, primarily due to the gains realized upon the sale of our U.S. property portfolio during the year. Our monthly distribution in 2016 was $0.1175 per unit representing $1.41 per unit on an annualized basis. Distributions to unitholders are as follows: (thousands of dollars, except when otherwise noted) Year ended December 31, Distributions declared to unitholders Distributions reinvested through the distribution reinvestment plan Distributions to common unitholders, net of distribution reinvestment plan Distribution reinvestment plan participation rate $ $ 2016 458,388 (60,782) 397,606 13.3% $ $ 2015 453,094 (142,715) 310,379 31.5% In consideration of the funds received as a result of the sale of our U.S. portfolio, management determined that an additional incentive for participants in the distribution reinvestment plan is currently not necessary. During the first quarter of 2016, we eliminated our 3.1% discount on the distribution reinvestment plan, which resulted in a decline in our DRIP participation rate. 83 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Difference between 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 our distribution reinvestment plan, is as follows: (thousands of dollars) Year ended December 31, Cash flows provided by operating activities Adjustments for: Other changes in working capital items Adjusted operating cash flow Deduct: Distributions declared to unitholders Excess (Deficit) of adjusted operating cash flow over distributions to unitholders Add back: Distributions reinvested through the distribution reinvestment plan Excess (Deficit) of adjusted operating cash flow over distributions, net of distribution reinvestment plan 2016 2015 $ 455,424 $ 614,816 (156,069) 299,355 458,388 (159,033) 67,857 (12,676) 602,140 453,094 149,046 142,715 $ (91,176) $ 291,761 The $159 million deficit in adjusted operating cash flow over distributions to unitholders for the year ended December 31, 2016 was impacted unfavourably by income tax expenses and transaction costs in connection with the sale of our U.S. property portfolio. The following table summarizes such costs associated with the disposal of our U.S. properties in the years ended December 31, 2016 and 2015: (thousands of dollars) Year ended December 31, Current income taxes Transaction costs 2016 135,139 $ 53,562 2015 8,478 3,868 188,701 $ 12,346 $ $ Absent these U.S. taxes and transaction costs (which taxes and transaction costs, for greater certainty, were funded from the proceeds of the sale of the U.S. property portfolio), RioCan would have generated approximately $30 million of cash flow in excess of distributions to unitholders for the year ended December 31, 2016. Accordingly, we expect to maintain adequate cash flows to fund future unitholder distributions. In determining the annual level of distributions to unitholders, we consider 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 during the current period and on a rolling twelve month basis. Additionally, in establishing the level of cash distributions to unitholders we consider 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, capital expenditures and leasing related to the income producing portfolio. Distributions to unitholders are expected to continue to be funded by cash flows generated from our real estate investments and fee generating activities. The Trust does not use net income in accordance with IFRS as the basis to establish the level of unitholders’ distributions as net income includes, 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, capital expenditures for the property portfolio, preferred unitholder distributions and proceeds on the sale of marketable securities. 84 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS QUARTERLY RESULTS AND TREND ANALYSIS (millions of dollars, except per unit amounts) 2016 2015 As at and for the quarter ended (i) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 $ $ $ $ $ $ $ $ $ Revenue Net income (loss) attributable to unitholders Net income from continuing operations attributable to unitholders NOI FFO OFFO AFFO Total assets Total debt (ii) Common unitholder distributions DRIP participation rate Weighted average common units outstanding – diluted (in thousands) Per unit basis (diluted) Net income attributable to unitholders from continuing operations Net income (loss) attributable to unitholders FFO OFFO AFFO Common unitholder distributions Net book value per unit (iii) Closing market price per common unit Key Performance Indicator Ratios Same Property NOI growth (decline) % Common unitholder distributions paid as a percentage of AFFO Debt to total assets Debt to total assets (RioCan's proportionate share) Interest coverage (RioCan's proportionate share) Debt to Adjusted EBITDA (RioCan's proportionate share) $ 292 164 178 179 132 132 119 $ 282 248 254 174 140 131 127 $ 276 271 143 166 133 135 122 284 147 108 167 143 148 133 $ 291 $ (178) 200 205 221 142 129 264 144 113 201 140 140 126 $ 263 $ 270 86 59 198 135 136 123 89 45 206 127 138 123 14,174 14,056 13,469 15,856 15,996 15,255 15,104 15,083 5,654 115 6.2% 5,606 115 7.0% 5,112 115 9.1% 7,218 114 7,413 114 6,667 113 6,732 112 30.7% 30.1% 35.1% 29.8% 6,687 112 30.6% 326,639 326,658 325,811 323,812 322,195 320,672 319,485 317,805 0.54 0.50 0.40 0.40 0.37 0.35 24.08 26.63 2.2% 91.4% 39.7% 40.0% 3.36 8.10 $ $ $ $ $ $ $ $ 0.77 0.75 0.43 0.40 0.39 0.35 23.89 27.22 2.0% 90.0% 39.6% 39.9% 3.23 8.07 $ $ $ $ $ $ $ $ 0.43 0.83 0.41 0.41 0.37 0.35 $ $ $ $ $ $ 0.31 0.43 0.44 0.46 0.41 0.35 $ $ $ $ $ $ 0.61 (0.56) 0.69 0.44 0.40 0.35 $ $ $ $ $ $ 0.34 0.44 0.44 0.44 0.39 0.35 $ $ $ $ $ $ 0.18 0.26 0.42 0.43 0.38 0.35 23.59 $ 23.73 $ 23.76 $ 24.58 $ 24.19 29.33 $ 26.60 $ 23.69 $ 25.47 $ 26.77 $ $ $ $ $ $ $ $ 0.1% (2.2%) (3.4%) (2.4%) (1.1%) 89.9% 89.2% 90.4% 91.6% 94.5% 37.7% 38.0% 45.4% 45.6% 46.1% 46.3% 43.6% 43.8% 44.3% 44.5% 3.11 8.17 3.11 8.46 3.07 8.34 3.00 8.28 3.00 8.19 0.13 0.27 0.40 0.43 0.39 0.35 24.39 28.97 0.1% 94.5% 44.1% 44.3% 2.93 8.14 3.96% 161% Weighted average contractual interest rate Unencumbered assets to unsecured debt (v) 3.54% 240% 3.63% 245% 3.91% 256% 3.60% 167% 3.65% 166% 3.87% 165% 3.94% 149% (vi) % NOI expected to be generated from unencumbered assets (v) (vii) Other Number of employees Residency of unitholders (iv) – Canadian – Non-resident 49.5% 46.3% 43.7% 26.7% 25.1% n.a. n.a. n.a. 669 660 655 726 727 732 736 736 69.9% 30.1% 71.3% 28.7% 71.8% 28.2% 72.2% 27.8% 80.0% 20.0% 76.3% 23.7% 69.4% 30.6% 69.2% 30.8% n.a. Not applicable. The Trust commenced reporting % NOI expected to be generated from unencumbered assets in Q4 2015. (i) Refer to RioCan’s respective annual and interim MD&As issued for a discussion and analysis relating to those periods. (ii) Total debt is defined as the sum of mortgages payable, lines of credit and other bank loans, mortgages on properties held for sale and debentures payable. (iii) A non-GAAP measurement. Calculated by RioCan as common unitholders’ equity divided by the number of units outstanding at the end of the reporting 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. (iv) Estimates based on mailing addresses on record at the end of each reporting period. (v) Represents a non-GAAP measure. RioCan's method of calculating non-GAAP measures may differ from other reporting issuers' methods and accordingly may not be comparable. For definitions and basis of presentation of RioCan's non-GAAP measures, refer to the section Presentation of Financial Information and Non-GAAP Measures in this MD&A. (vi) Unencumbered assets to unsecured debt is defined as unencumbered assets divided by unsecured debt. (vii) Ratio is calculated on a continuing operations basis. 85 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Our revenue and operating results are not materially impacted by seasonal factors. However, macroeconomic and market trends, as described under the Outlook section of this MD&A, do have an influence on the demand for space, occupancy levels and, consequently, our revenue and operating performance. Overall, quarterly fluctuations in our revenue and operating results are mainly attributable to occupancy and same property growth, acquisitions and dispositions, the sale of marketable securities, Target backfill progress and fair value gains and losses on investment properties. Revenue was relatively flat from Q1 2015 to Q3 2015. The increase in revenue in Q4 2015 was mainly the result of substantial Kimco property acquisitions completed in that quarter. The revenue decline from Q1 2016 to Q2 2016 was mainly related to the sale of our U.S. portfolio in late May 2016. The further decline in revenue in Q3 2016 was due to a full quarter effect of the sale of the U.S. portfolio in late May 2016, partially offset by the CPPIB and Kimco portfolio acquisitions completed in Q3 2016. The subsequent revenue increase in Q4 2016 was largely due to a full quarter effect of the CPPIB and Kimco portfolio acquisitions completed in Q3 2016 and stronger same property growth in Q4 2016. The above factors for quarterly revenue variations also affect the quarterly variations in net income, NOI, FFO, OFFO and AFFO. In addition, the increase in net income from continuing operations attributable to unitholders from Q2 2015 to Q3 2015 was primarily due to higher fair value loss in Q2 2015 resulting from property specific valuation adjustments relating to interior renovation costs at some of our enclosed malls. The subsequent increase in net income from continuing operations attributable to unitholders in Q4 2015 was primarily due to Target settlement income. The net income (loss) attributable to unitholders was a loss in Q4 2015 mainly due to net loss from the U.S. discontinued operations resulting mainly from fair value loss due to an increase in capitalization rates of the Northwest U.S. properties and higher deferred tax expense relating to the U.S. portfolio. FFO over the same periods were relatively stable as fair value gains or losses were excluded in FFO but included in net income. FFO increased in Q4 2015 primarily due to Target settlement income while OFFO for the same period was relatively stable as the Target settlement income was excluded from OFFO. Aggregate debt levels and overall leverage declined by approximately 7% in Q2 2016 mainly due to the sale of our U.S. portfolio and the use of the net proceeds to lower our debt levels. The subsequent approximately 2% increase in debt levels in Q3 2016 was mainly attributable to Canadian acquisitions in Q3 2016 funded by debt. The overall trend of improvement in interest coverage and debt to adjusted EBITDA from 2015 to 2016 was also primarily due to the sale of the U.S. portfolio and use of the net proceeds to lower our debt levels, as well as interest savings from our mortgage refinancing during 2016. The significant improvement in our unencumbered assets to unsecured debt and percentage of NOI expected to be generated from unencumbered assets since Q2 2016 was mainly due to the sale of our U.S. portfolio and repayment of related mortgages, utilization of net proceeds from the sale to pay down secured Canadian mortgages, and the conversion of a secured line of credit facility to an unsecured credit facility. In consideration of the funds received as a result of the sale of our U.S. portfolio, management determined that an additional incentive for participants in the distribution reinvestment plan was no longer necessary. During the first quarter of 2016, we eliminated the 3.1% discount on the distribution reinvestment plan, which resulted in a subsequent decline in the participation rate. The distribution reinvestment plan's lower participation rate since Q2 2016 was the main reason causing the lower than historical average quarterly increase in weighted average common units outstanding in Q3 2016 and Q4 2016. 86 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Unaudited Consolidated Statements of Income (In thousands of Canadian dollars, except per unit amounts) Three months ended December 31, Revenue Rental revenue Residential inventory sales Property and asset management fees Operating costs Rental operating costs Recoverable under tenant leases Non-recoverable costs Residential inventory cost of sales Operating income Other income Interest income Income from equity accounted investments Fair value gain on investment properties, net Investment and other income Other expenses Interest costs General and administrative Leasing costs Transaction and other costs Income before income taxes Deferred income tax expense (recovery) Net income from continuing operations Net loss from discontinued operations Net income (loss) Net income (loss) attributable to Unitholders Non-controlling interests Net income (loss) per unit - basic: From continuing operations From discontinued operations Net income per unit - basic Net income (loss) per unit - diluted: From continuing operations From discontinued operations Net income per unit - diluted Weighted average number of units (in thousands): Basic Diluted 87 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 2016 2015 $ 285,257 $ 263,893 3,353 2,968 291,578 101,058 5,233 4,550 110,841 180,737 1,657 4,521 44,371 6,762 57,311 43,464 14,000 2,663 2,449 62,576 175,472 (3,000) 22,888 4,355 291,136 96,386 6,316 21,563 124,265 166,871 1,457 4,510 1,183 97,261 104,411 47,853 14,854 2,340 5,046 70,093 201,189 1,350 $ $ $ $ $ $ $ $ 178,472 $ 199,839 (14,013) (377,837) 164,459 $ (177,998) 164,459 $ (178,041) — 43 164,459 $ (177,998) 0.54 $ (0.04) 0.50 $ 0.54 $ (0.04) 0.50 $ 0.61 (1.17) (0.56) 0.61 (1.17) (0.56) 326,466 326,639 321,894 322,195 MANAGEMENT’S DISCUSSION AND ANALYSIS SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES Our significant accounting policies are described in note 3 of RioCan's audited 2016 Annual Consolidated Financial Statements. 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. Our critical accounting judgments, estimates and assumptions relate to the following areas: fair value, the recognition and valuation of deferred tax assets and liabilities, capitalization of costs to investment property, determination of significant influence over equity investees, classification of disposal groups and discontinued operations and the determination of the type of lease where we are the lessor. Our critical accounting policies and estimates have been reviewed and approved by our Audit Committee, in consultation with senior management, as part of their review and approval of our significant accounting policies and judgments. 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. RioCan has recently involved third party appraisers in its valuation process. For the year ended December 31, 2016, RioCan had 22 properties (including 13 land parcels) valued by experienced valuation professionals having the required qualifications in property appraisals. Going forward, our current plan is to select a sample of investment properties (approximately six each quarter) on a rotational basis for external appraisal. Refer to Asset Profile for a further discussion of fair values of investment property. • Unit based compensation expense is measured at fair value and expensed over the option vesting period, calculated using the Black-Scholes Model for unit option valuation and the Monte-Carlo simulation pricing model for the performance equity unit plan. For the year ended December 31, 2016, we recorded unit-based compensation expense of $6.7 million (December 31, 2015 - $4.7 million). • IAS 39, Financial Instruments: Recognition and Measurement establishes the standard for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. 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. • 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, 2016 is $5.1 billion. The Trust reported a $5.1 billion fair value relating to these mortgages and debentures payable in note 22 to the 2016 Annual Consolidated Financial Statements. Capitalization of costs to investment property RioCan's accounting policies relating to investment properties are described in note 3(c) to the 2016 Annual Consolidated Financial Statements. 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 costs for properties under development are capitalized in accordance with the accounting policy in note 3(c) to the 2016 Annual Consolidated Financial Statements. 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 common area maintenance, property taxes and borrowing costs on both specific and general debt. 88 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Leases - RioCan as a lessor We make judgments in determining whether certain leases, in particular tenant leases where we are the lessor, are either operating or finance leases. RioCan has determined, based on an evaluation of terms and conditions of the lease arrangements, that the Trust retains all the significant risks and rewards of ownership of these properties and accounts for these arrangements as operating leases. Income taxes The Trust uses judgment to interpret tax rules and regulations and determining the appropriate rates and amounts in recording current and deferred income taxes, giving consideration to timing and probability. Actual income taxes could significantly vary from these estimates as a result of future events, including changes in income tax law or the outcome of reviews by tax authorities and related appeals. To the extent that the final tax outcome is different from the amounts that were initially recorded, such difference will impact the income tax provision in the period in which such determination is made. The recognition of deferred income tax assets and liabilities also requires significant judgment as the recognition is dependent on RioCan's projection of future taxable profits and tax rates that are expected to be in effect in the period the asset will be realized or the liability settled. Any changes to this projection will result in changes in the amount of deferred tax assets and liabilities on the consolidated balance sheets and the deferred tax expense in the consolidated statements of income. Classification of assets and liabilities as held for sale and discontinued operations Classification of assets or a disposal group as held for sale and discontinued operations requires judgment on whether the carrying amount will be recovered principally through a sale transaction rather than through continuing use and whether the sale is highly probable. Significant influence When determining the appropriate basis of accounting for RioCan's investees, we make 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. 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 financial statements for the year ended December 31, 2016, are described below. This description is of standards and interpretations issued, which we reasonably expect to be applicable at a future date. We intend to adopt these standards when they become effective. 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, 2018, 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 establishes principles for the financial reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity’s future cash flows. This new standard also includes new general hedge accounting guidance, which will align hedge accounting more closely with risk management. It does not completely change the types of hedging relationships or the requirement to measure and recognize ineffectiveness; however, it will allow more hedging strategies that are used for risk management to qualify for hedge accounting and introduce more judgment to assess the effectiveness of a hedging relationship. IFRS 9 also introduces an expected loss impairment model for all financial assets not measured at fair value through profit or loss that requires recognition of expected credit losses rather than incurred losses as applied under the current standard. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted. RioCan is currently assessing the impact of IFRS 9 and intends to adopt the new standard on the required effective date. IFRS 16, Leases (IFRS 16) In January 2016, the IASB issued IFRS 16, Leases. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting, however, remains largely unchanged, and the distinction between operating and finance leases is retained. This standard would be effective for the Trust's annual periods beginning after January 1, 2019 with earlier adoption permitted. RioCan is currently assessing the impact of IFRS 16 and intends to adopt the new standard on the required effective date. 89 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS IAS 40, Investment Property (IAS 40) During December 2016, the IASB issued an amendment to IAS 40 clarifying certain existing requirements. The amendment requires that an asset be transferred to or from investment property only when there is a change in use. A change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. In isolation, a change in management’s intentions for the use of a property does not provide evidence of a change in use. These amendments are effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted. RioCan is currently assessing the impact on the Trust's Consolidated Financial Statements and intends to adopt the amended standard on the required effective date. CONTROLS AND PROCEDURES At December 31, 2016, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) of the Trust, together 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 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 has 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, 2016 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, 2016, 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). 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 REIT Status and Monitoring RioCan 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 our Canadian source revenues must be derived from rental revenue, capital gains and fee income from properties in which we have an interest. RioCan monitors its Canadian REIT status to ensure that we continue to qualify as a Canadian REIT. 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. U.S. Income Tax Legislation On December 18th, 2015, the House of Representatives passed new tax legislation known as the PATH Act, which makes significant changes to the U.S. federal income tax rules on foreign investment in U.S. real property (the Foreign Investment in Real Property Act or "FIRPTA") by certain "qualified shareholders". The impact of these proposed changes on our U.S. portfolio sale is that it may have the potential to reduce a qualifying foreign investor’s withholding tax rate from 35% to 30% and other potential tax reductions. We are awaiting additional guidance from the Internal Revenue Service to determine whether the Trust can potentially benefit from the new tax legislation. There can be no assurance that we will benefit from any changes in the tax legislation related to FIRPTA. RELATED PARTY TRANSACTIONS In the ordinary course of business, we may enter into transactions with entities whose directors or trustees are also RioCan trustees and/or part of RioCan's senior management. All 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 related party transactions for financial statement purposes. Key management personnel are those individuals that have the authority and responsibility for planning, directing and controlling the Trust's activities, directly or indirectly. The Trust’s key management personnel include the Trustees and the following individuals: Chief Executive Officer, Edward Sonshine; President and Chief Operating Officer, Raghunath Davloor; and Chief Financial Officer and Corporate Secretary, Cynthia Devine (collectively, the Key Executives). 90 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Remuneration of the Trust’s key management during the year ended December 31, 2016 and 2015 is as follows: Year ended December 31, Compensation and benefits Unit-based payments Post-employment benefit costs Trustees Key Executives 2016 301 $ 2,253 — 2015 2016 237 $ 5,756 $ 1,751 — 5,341 57 2,554 $ 1,988 $ 11,154 $ 2015 5,497 2,751 88 8,336 $ $ During February 2016, RioCan's Chief Executive Officer, Edward Sonshine, agreed to amend his employment contract to reflect his agreement to not retire or resign voluntarily before December 31, 2018. As part of this commitment, Mr. Sonshine agreed to use his best efforts to provide the Trust with 12 months' notice of his intent to retire or resign. For further details on related party transactions, refer to note 29 of our 2016 Annual Consolidated Financial Statements. 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. On June 17, 2015, RioCan amended its Declaration of Trust (the "Declaration") to further align the Declaration with evolving governance best practices, as further described in RioCan's Management Information Circular dated April 4, 2016. The rights granted in the amended Declaration are granted as contractual rights afforded to Unitholders (rather than as statutory rights). Similar to other existing rights contained in the Declaration (i.e. the take-over bid provisions and conflict of interest provisions), making these rights and remedies and certain procedures available by contract is structurally different from the manner in which the equivalent rights and remedies or procedures (including the procedure for enforcing such remedies) are made available to shareholders of a corporation, who benefit from those rights and remedies or procedures by the corporate statute that governs the corporation, such as the Canada Business Corporations Act. As such, there is no certainty how these rights, remedies or procedures may be treated by the courts in the non-corporate context or that a Unitholder will be able to enforce the rights and remedies in the manner contemplated by the proposed amendments. Furthermore, how the courts will treat these rights, remedies and procedures will be in the discretion of the court, and the courts may choose to not accept jurisdiction to consider any claim contemplated in the proposed provisions. 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 home buyers, 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 in greenfield developments and development properties held for resale (each net of related mortgage debt and mezzanine financing to fund co-owners’ share of such developments) to no more than 15% of total consolidated unitholders’ equity of the Trust, as determined under IFRS. RioCan also seeks to undertake such developments with established developers. With some exceptions for land in the major 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. Further, RioCan uses a staggered approach in its development program to avoid unnecessary concentration of development projects in a single period of time so as to manage our development risk exposure and properly allocate our capital and personnel resources. 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. 91 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS 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, a given geographical area suffers an economic decline, or the changing consumer/retail trends that result in less demand for rental space, we 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 our revenue is earned from national and anchor tenants. RioCan attempts to lease to credit worthy 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, 2016, RioCan was in compliance with this restriction. It is common practice for a major tenant, such as Canadian Tire or Loblaws/Shoppers Drug Mart, to lease space from other landlords like RioCan in addition to owning real estate either within a controlled publicly traded REIT or within its own operating entity. Past experience and industry practice has dictated that it is the strength of a location more than the ownership of the property that drives the business decisions of RioCan’s tenants. Despite this, there may be instances where a tenant may forgo the competitive advantage of RioCan’s property location in order to better utilize its own real estate, RioCan does not consider the collective impact of risk to be significant. Tenant Bankruptcies Several of RioCan's properties are anchored by large national tenants. The value of some of our 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. 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 us to maintain our existing occupancy levels of our properties. It is possible that we 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, 2016, RioCan had NLA, at its interest, of 46,973,000 square feet and a portfolio economic occupancy rate of 92.6%. Based on our current annualized portfolio weighted average rental revenue of approximately $24 per square foot, for every fluctuation in occupancy by a differential of 1%, our operations would be impacted by approximately $11 million annually. RioCan's aggregate rentals expiring over the next five years is $429 million based on current contractual rental rates. If the leases associated with these expiring rents are renewed upon maturity at an aggregate rental rate differential of 100 basis points, our net income would be impacted by approximately $4.3 million annually. 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 our 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 we are 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. As at December 31, 2016, RioCan’s total indebtedness had a 3.42 year weighted average term to maturity bearing interest at a weighted average contractual interest rate of 3.54% per annum. 92 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS 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 our flexibility in conducting our 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. We seek to reduce our 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. As at December 31, 2016, 13.8% of our total debt was at floating interest rates. From time to time, the Trust may enter into floating-for-fixed interest rate swaps as part of its strategy for managing certain interest rate risks. As at December 31, 2016, the carrying value of our floating rate debt, not subject to a hedging strategy, is $778 million. A 50 basis point increase in market interest rates would result in a $3.9 million decrease in our net income. Joint Ventures and Co-ownerships 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 our 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, our 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 we may be required to take actions that are in the interest of the partners collectively, but not in RioCan's sole best interests. Accordingly, we may not be able to favourably resolve issues with respect to such decisions, or we could become engaged in a dispute with any of them that might affect our 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 our 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 we would realize sale proceeds of less than the current book value of our 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 our 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. We maintain 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. 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 our 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. 93 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 MANAGEMENT’S DISCUSSION AND ANALYSIS Key Personnel RioCan's executive and other senior officers have a significant role in our success and oversee the execution of RioCan's strategy. Our ability to retain our 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 we 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 our financial condition and cash flow. We rely on the services of key personnel on our executive team, including its Chief Executive Officer, Edward Sonshine, our President and Chief Operating Officer, Raghunath Davloor and our Executive Vice President, Chief Financial Officer and Corporate Secretary, Cynthia Devine and the loss of their services could have an adverse effect on RioCan. We mitigate key personnel risk through succession planning, but do not maintain key person insurance. 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 the Trust's taxable income to unitholders such that it will not be subject to tax. From time to time, RioCan may retain some taxable income and net capital gains in order to utilize the capital gains refund available to mutual fund trusts without incurring any income taxes. 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 was 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. From year to year, there is a risk that the taxable allocation to unitholders can change depending upon the Trust's activities. Foreign Currency Risk Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. As a result of the Trust's disposal of its U.S. property portfolio, repayment of U.S. denominated debt and exit from its U.S. operations, RioCan has significantly reduced its foreign exchange risk. Credit Ratings Real or anticipated changes in credit ratings on our 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 we can access the debenture or preferred unit market, as applicable. 94 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RioCan AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 TABLE OF CONTENTS Audited Annual Consolidated Financial Statements 96 Management’s Responsibility for Financial Reporting 97 Independent Auditors’ Report 98 Consolidated Balance Sheets 99 Consolidated Statements of Income 100 Consolidated Statements of Comprehensive Income 101 Consolidated Statements of Changes in Equity 102 Consolidated Statements of Cash Flows 103 Notes to Consolidated Financial Statements 95 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 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, 2016, our Chief Executive Officer and 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 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 2016 and 2015 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. Cynthia Devine, FCPA, FCA Chief Executive Officer Executive Vice President, Chief Financial Officer and Corporate Secretary Toronto, Canada February 15, 2017 96 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 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, 2016 and 2015, and the consolidated statements of income, comprehensive income, changes in equity, and cash flows for the years then ended, 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, 2016 and 2015, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. Toronto, Canada February 15, 2017 97 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED BALANCE SHEETS (In thousands of Canadian dollars) As at Assets Investment properties Deferred tax assets Equity accounted investments Mortgages and loans receivable Residential inventory Assets held for sale Receivables and other assets Cash and cash equivalents Total assets Liabilities Debentures payable Mortgages payable and lines of credit Deferred tax liabilities Liabilities associated with assets held for sale Accounts payable and other liabilities Total liabilities Equity Unitholders' equity: Preferred Common Total unitholders’ equity Non-controlling interests Total equity Total liabilities and equity The accompanying notes are an integral part of the consolidated financial statements. Note December 31, 2016 December 31, 2015 5 9 6 7 4 8 11 10 4 12 13 13 $ 13,287,038 $ 12,152,176 11,609 185,278 118,017 48,414 60,530 408,508 54,366 8,009 158,994 129,258 45,276 2,968,095 451,365 83,318 14,173,760 $ 15,996,491 2,248,024 $ 3,405,568 — — 510,280 6,163,872 $ 144,755 $ 7,865,133 8,009,888 — 8,009,888 14,173,760 $ 2,000,066 4,164,669 230,474 1,248,635 425,826 8,069,670 265,451 7,660,588 7,926,039 782 7,926,821 15,996,491 $ $ $ $ $ 98 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF INCOME (In thousands of Canadian dollars, except per unit amounts) Year ended December 31, Revenue Rental revenue Residential inventory sales Property and asset management fees Operating costs Rental operating costs Recoverable under tenant leases Non-recoverable costs Residential inventory cost of sales Operating income Other income Interest income Income from equity accounted investments Fair value gain (loss) on investment properties, net Investment and other income Other expenses Interest costs General and administrative Leasing costs Transaction and other costs Long-term debt redemption costs Income before income taxes Deferred income tax expense (recovery) Net income from continuing operations Net income (loss) from discontinued operations Net income Net income attributable to Unitholders Non-controlling interests Net income (loss) per unit - basic: From continuing operations From discontinued operations Net income per unit - basic Net income (loss) per unit - diluted: From continuing operations From discontinued operations Net income per unit - diluted Weighted average number of units (in thousands): Basic Diluted The accompanying notes are an integral part of the consolidated financial statements. Note 2016 2015 16 $ 1,103,884 $ 1,039,068 16,262 13,186 31,937 16,731 1,133,332 1,087,736 397,776 19,684 16,188 433,648 699,684 5,744 9,972 182,888 33,268 231,872 373,698 20,465 29,343 423,506 664,230 5,370 10,378 (91,548) 98,426 22,626 179,527 186,772 52,220 10,931 9,577 — 252,255 679,301 (3,850) 683,151 147,687 830,838 830,747 91 830,838 2.06 0.45 2.51 2.06 0.45 2.51 $ $ $ $ $ $ $ $ 51,051 9,750 10,498 9,929 268,000 418,856 1,290 417,566 (275,129) 142,437 141,763 674 142,437 1.26 (0.86) 0.40 1.26 (0.86) 0.40 325,386 325,665 319,492 319,983 17 18 19 20 4 21 21 21 21 21 21 $ $ $ $ $ $ $ $ 99 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands of Canadian dollars) Year ended December 31, Net income Other comprehensive income (loss): Items that may be reclassified subsequently to income, net of tax: Translation of foreign operations: Unrealized gain (loss) during the year Reclassified during the year to income Interest rate swap agreements: Unrealized gain (loss) during the year Reclassified during the year to income Unrealized gain on cross-currency interest rate swap agreements Available-for-sale investment: Unrealized gain during the year Reclassified during the year to income Items that are not to be reclassified to net income, net of tax: Actuarial gain on pension plan Other comprehensive income (loss), net of tax Comprehensive income, net of tax Comprehensive income, net of tax attributable to Unitholders Non-controlling interests The accompanying notes are an integral part of the consolidated financial statements. Note 2016 2015 $ 830,838 $ 142,437 13 13 13 13 13 13 13 13 (53,391) (254,989) 214,200 (8,776) 16,125 (2,697) 74 51,408 (14,040) (9,882) — — 14,105 — 693 (256,817) 574,021 $ 535 210,182 352,619 573,930 $ 351,945 91 $ 674 $ $ $ 100 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands of Canadian dollars) Balance, December 31, 2014 Changes during the year Net income Other comprehensive income Units issued Unit-based compensation awards Distributions to unitholders Balance, December 31, 2015 Balance, December 31, 2015 Changes during the year Net income Other comprehensive loss Units issued Unit-based compensation awards Unit redemptions Preferred trust unit issue costs Distributions to unitholders Balance, December 31, 2016 Note Preferred equity Common trust units Retained earnings Accumulated OCI $ 265,451 $ 4,536,957 $ 2,951,710 $ 114,452 $ Total unitholders’ equity 7,868,570 $ Non- controlling interests Total equity 298 $ 7,868,868 13 13 13 15 — — — — — — — 167,073 5,135 — 141,763 — — — (466,684) — 210,182 — — — 141,763 210,182 167,073 5,135 674 — — — 142,437 210,182 167,073 5,135 (466,684) (190) (466,874) $ 265,451 $ 4,709,165 $ 2,626,789 $ 324,634 $ 7,926,039 $ 782 $ 7,926,821 Note Preferred equity Common trust units Retained earnings Accumulated OCI $ 265,451 $ 4,709,165 $ 2,626,789 $ 324,634 $ Total unitholders’ equity 7,926,039 $ Non- controlling interests Total equity 782 $ 7,926,821 — — — — (125,000) 4,304 — — — 100,334 1,640 — — — 13 13 13 13 13 15 830,747 — — — — (4,304) (467,055) — (256,817) — — — — — 830,747 (256,817) 100,334 1,640 (125,000) — (467,055) 91 — — — 830,838 (256,817) 100,334 1,640 (782) (125,782) — (91) — (467,146) $ 144,755 $ 4,811,139 $ 2,986,177 $ 67,817 $ 8,009,888 $ — $ 8,009,888 The accompanying notes are an integral part of the consolidated financial statements. 101 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of Canadian dollars) Year ended December 31, Operating activities Net income (loss) from: Continuing operations Discontinued operations Net income Items not affecting cash: Depreciation and amortization Amortization of straight-line rent Unit-based compensation expense Income from equity accounted investments Fair value (gains) losses on investment properties, net Deferred income taxes (recovery) Transaction (gain) loss, net on disposition of: Available-for-sale securities Canadian investment properties U.S. investment properties Adjustments for other changes in working capital items Net operating cash flow activities Investing activities Acquisitions of investment property, net of assumed debt Construction expenditures on properties under development Capital expenditures on income properties Expenditures for leasing commissions and tenant installation costs Proceeds from sale of investment properties Earn-outs on investment properties Contributions to associates and joint ventures Distributions received from equity accounted investments Proceeds on disposition of an equity accounted investment Advances of mortgages and loans receivable Repayments of mortgages and loans receivable Purchases of available-for-sale securities, net of financing Proceeds from sale of available-for-sale securities, net of selling costs Net investing cash flow activities Financing activities Proceeds from mortgage financing, net of issue costs Repayments of mortgage principal Advances from bank credit lines, net of issue costs Repayment of bank credit lines Proceeds from issuance of debentures, net of issue costs Repayment of unsecured debentures Distributions to common trust unitholders, net of distributions reinvested Distributions to preferred trust unitholders Distributions paid to non-controlling interests Return of capital to non-controlling interests Proceeds received from issuance of common units, net Redemption of preferred units Net financing cash flow activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplemental cash flow information Note 2016 2015 $ 683,151 $ 417,566 147,687 830,838 (275,129) 142,437 4,398 (8,006) 1,640 (9,972) (199,787) (234,525) (14,040) (6,075) (65,116) 156,069 455,424 (556,203) (249,429) (46,780) (47,593) 2,042,829 (7,022) (26,750) 11,196 — (3,894) 25,301 — 51,974 4,655 (9,328) 5,135 (6,233) 238,608 231,764 — 2,631 (7,529) 12,676 614,816 (732,635) (187,062) (34,705) (33,208) 135,376 (2,034) (3,108) 13,447 43,079 (24,255) 33,439 (12,749) — 1,193,629 (804,415) 204,281 650,901 (1,599,076) (704,195) 1,115,424 776,594 (1,154,814) (341,830) 248,669 — (397,143) (8,667) (91) (782) 39,194 (125,000) 484,110 (349,900) (309,614) (13,590) (190) — 24,358 — (1,678,005) 216,644 (28,952) 83,318 $ 54,366 $ 27,045 56,273 83,318 4 13 6 5 28 6 6 6 11 11 27 15 27 The accompanying notes are an integral part of the consolidated financial statements. 102 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 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, 2016 AND 2015 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: TABLE OF CONTENTS Notes to Consolidated Financial Statements 1. General Information 2. Basis of Preparation and Statement of Compliance 3. Significant Accounting Policies 4. Assets Held for Sale, Liabilities Associated with Assets Held for Sale and Discontinued Operations Mortgages and Loans Receivable 5. Investment Properties 6. Equity Accounted Investments 7. 8. Receivables and Other Assets 9. Income Taxes 10. Mortgages Payable and Lines of Credit 11. Debentures Payable 12. Accounts Payable and Other Liabilities 13. Unitholders’ Equity 14. Unit-based Compensation Plans 15. Distributions to Unitholders 16. Rental Revenue 104 104 106 114 116 120 121 121 122 122 123 124 124 126 127 128 17. Investment And Other Income (Loss) 18. Interest Costs 19. General and Administrative 20. Transaction and Other Costs 21. Net Income (Loss) per Unit 22. Fair Value Measurement 23. Risk Management 24. Capital Management 25. Operating Leases 26. Subsidiaries 27. Supplemental Cash Flow Information 28. Changes in Other Working Capital Items 29. Related Party Transactions 30. Employee Benefits 31. Segmented Information 32. Contingencies and Other Commitments 33. Events after the Balance Sheet Date 128 128 128 128 129 129 130 131 133 133 134 134 134 134 135 135 136 103 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 1. GENERAL INFORMATION RioCan Real Estate Investment Trust and its subsidiaries (the Trust or RioCan) own, develop and operate Canada's largest portfolio of shopping centres. The parent trust, RioCan Real Estate Investment Trust, 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 17, 2015 (the Declaration). The Trust’s corporate headquarters and registered head office are located at the RioCan Yonge Eglinton Centre, 2300 Yonge Street, Toronto, Ontario, Canada. RioCan's common trust units (units) and Series C preferred trust units are listed on the Toronto Stock Exchange (TSX) under the ticker symbols REI.UN and REI.PR.C, respectively. These consolidated financial statements were authorized for issue by Board of Trustees on February 15, 2017. 2. BASIS OF PREPARATION AND STATEMENT OF COMPLIANCE (a) 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). (b) Basis of presentation These consolidated financial statements are prepared on a going concern basis 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. RioCan considers this presentation to be more relevant than a classified balance sheet as the Trust considers its operating cycle to be longer than one year. The notes to the consolidated financial statements distinguish between current and non-current assets and liabilities. Current assets and liabilities are those expected to be recovered or settled within one year from the reporting period, and non-current assets and liabilities are those where the recovery or settlement is expected to be greater than a year from the reporting period. The accounting policies set out below have been applied consistently in all material respects. Any IFRS not effective for the current accounting year are described in note 3. Certain comparative amounts have been reclassified to conform to the current year's presentation. (c) Principles of consolidation These consolidated financial statements include the accounts of the parent trust, RioCan Real Estate Investment Trust, and its subsidiaries, after elimination of intercompany transactions, balances, revenues and expenses. (i) Subsidiaries Subsidiaries are entities over which the Trust has control. Control is achieved when RioCan is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Power may be determined on the basis of voting rights or, in the case of structured entities, other contractual arrangements. The Trust reassesses whether or not it controls an investee based on current facts and circumstances. All subsidiaries are consolidated from the date 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 consolidated subsidiary, the non-controlling equity interest is presented as a separate component of total equity on the consolidated balance sheets. The net income attributable to non-controlling interests is separately disclosed in the Trust's consolidated statements of income. (ii) Associates and joint ventures Associates are entities over which RioCan has significant influence but not control or joint control, generally accompanying an ownership between 20% to 50% of the voting rights, although other factors such as the ability to impact key operating decisions could also indicate significant influence. Joint ventures are entities over which the Trust has joint control and 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 using the equity method. Under the equity method, the investment is initially recorded at cost and adjusted by RioCan's share of the post-acquisition results of operations and changes in the net assets 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 income and consolidated statements of comprehensive income. 104 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 (d) Significant judgments The preparation of RioCan's consolidated financial statements requires management to make significant judgments that affect the carrying amounts of assets and liabilities, and the reported amounts of revenues and expenses. In the process of applying RioCan's accounting policies, management was required to apply judgment in the areas discussed below. Investment properties RioCan's accounting policies relating to investment properties are described in note 3(c). 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 common area maintenance, property taxes and borrowing costs on both specific and general debt. Leases - RioCan as a lessor The Trust makes judgments in determining whether certain leases, in particular tenant leases where the Trust is the lessor, are either operating or finance leases. RioCan has determined, based on an evaluation of terms and conditions of the lease arrangements, that the Trust retains all the significant risks and rewards of ownership of these properties and accounts for these arrangements as operating leases. Income taxes The Trust uses judgment to interpret tax rules and regulations and determining the appropriate rates and amounts in recording current and deferred income taxes, giving consideration to timing and probability. Actual income taxes could significantly vary from these estimates as a result of future events, including changes in income tax law or the outcome of reviews by tax authorities and related appeals. To the extent that the final tax outcome is different from the amounts that were initially recorded, such difference will impact the income tax provision in the period in which such determination is made. The recognition of deferred income tax assets and liabilities also requires significant judgment as the recognition is dependent on RioCan's projection of future taxable profits and tax rates that are expected to be in effect in the period the asset will be realized or the liability settled. Any changes to this projection will result in changes in the amount of deferred tax assets and liabilities on the consolidated balance sheets and the deferred tax expense in the consolidated statements of income. Classification of assets and liabilities as held for sale and discontinued operations Classification of assets or a disposal group as held for sale and discontinued operations requires judgment on whether the carrying amount will be recovered principally through a sale transaction rather than through continuing use and whether the sale is highly probable. 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. (e) Use of estimates and assumptions The preparation of RioCan's consolidated financial statements requires management to make estimates and assumptions that have a significant risk of causing a material adjustment to the reported amounts of assets, liabilities, net income and related disclosures over the following reporting period. Estimates made by management are based on events and circumstances that existed at the consolidated balance sheet date. Accordingly, actual results may differ from these estimates. Investment properties Estimates and assumptions used in determining fair value of the Trust's investment properties include capitalization rates and stabilized net operating income (which is influenced by vacancy rates) used in the direct capitalization income approach. A change to any of these inputs could significantly alter the fair value of an investment property. Unit-based compensation RioCan uses estimates and assumptions 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 and performance equity unit awards 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. The valuation method used to measure the fair value for each performance equity unit awarded by RioCan is the Monte Carlo simulation model, which requires the use of similar input assumptions. 105 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 3. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies (and any changes thereto) used in the preparation of these consolidated financial statements are summarized below. These accounting policies conform, in all material respects, to IFRS. Change in accounting policy IFRS 11, Joint Arrangements (IFRS 11) On January 1, 2016, the Trust adopted an amendment with respect to IFRS 11, Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations as issued by IASB in May 2014. The amendments provide guidance on how to account for the acquisition of an interest in a joint operation in which the activities constitute a business combination as defined in IFRS 3. Acquirers of such interests are to apply the relevant principals on business combination accounting under IFRS 3 and other standards, as well as disclose the relevant information specified in these standards for business combinations. This amendment did not result in a material impact to these consolidated financial statements. IAS 1, Presentation of Financial Statements (IAS 1) On January 1, 2016, the Trust adopted an amendment to IAS 1 clarifying certain existing IAS 1 requirements as issued by the IASB in December 2014. The amendments include the following: the materiality requirements in IAS 1; that specific line items in the consolidated statements of income and comprehensive income and the consolidated balance sheets may be disaggregated; that entities have flexibility as to the order in which they present the notes to financial statements; that the share of other comprehensive income (OCI) of associates and joint ventures accounted for using the equity method be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to income. The amendments also clarify the requirements that apply when additional subtotals are presented in the consolidated balance sheets and the consolidated statements of income and OCI. These amendments did not result in a material impact on these consolidated financial statements. 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 significant processes are acquired. If no significant processes, 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 income. 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 income. 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 certain financial instruments, such as derivatives, and non-financial assets, such as investment properties, at fair value at each consolidated 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. Fair value is determined by incorporating all factors that market participants would consider in setting a price acting in their economic best interests, including commonly accepted valuation approaches. 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. 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. 106 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 All assets and liabilities for which fair value is measured or disclosed in the consolidated 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 reassessing 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 income 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. (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 the 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 consolidated balance sheet date with fair value adjustments recognized in net income. (d) Residential inventory Residential inventory is 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. Residential inventory is 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 and development costs to complete. Residential inventory is reviewed for impairment at each reporting period date. An impairment loss is recognized in net income when the carrying value of the asset exceeds its net realizable value. 107 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Transfers into residential inventory are based on a change in use evidenced by the commencement of development expenditures with a view to sell, at which point an investment property would be transferred to inventory. Transfers from inventory to investment property are based on a change in use evidenced by management's commitment to use a property for rental purposes or the commencement of an operating lease to another party. (e) 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. 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. Percentage rents are recognized once the specified threshold has been achieved in accordance with each tenant lease. 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. (ii) Residential inventory Income earned from the sale of residential inventory 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) income and costs can be reliably measured; c) the purchaser has made a substantial commitment demonstrating its intent to honour its obligation; and d) collection of any additional consideration is reasonably assured. Income from residential land sales, the sale of homes and residential condominium projects is recorded at the time that the risks and rewards of ownership have been transferred and collectibility of all proceeds is reasonably assured, which is generally when possession or title passes to the purchaser upon closing, all material conditions of the sales contract have been met and a significant cash down payment or appropriate security is received. Directly attributable selling and disposition costs are expensed as incurred. (iii) Property and asset management fees 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. (iv) Interest income Revenue is recognized as interest accrues using the effective interest method. 108 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 (v) Other income Transaction gains and losses Transaction gains and losses are recognized on the settlement date and represent the excess proceeds of disposition relating to subsidiaries, investments or assets over their carrying values in the case of gains and the excess carrying value of assets over proceeds of disposition in the case of transaction losses. Transaction gains and losses may also arise from the settlement of liabilities for more or less than their carrying values. Available-for-sale investments Other income also includes dividends and/or distributions arising on available-for-sale investments, which are recorded when the Trust's right to receive payment has been established, which is generally when the dividends and/or distributions are declared payable. (f) Unit-based compensation RioCan and its subsidiaries issue unit-based equity-settled awards to certain employees. The cost of these unit-based payments 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. RioCan has unit-based cash-settled compensation plans for independent trustees and certain employees. The cost of these unit- based payments is measured at fair value and expensed over the vesting period with the recognition of a corresponding liability. The liability is remeasured at fair value at each reporting period date with the vested changes in fair value recorded in consolidated statements of income. (g) 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 derivative contracts. Financial liabilities include RioCan's secured operating lines of credit, mortgages payable, debentures payable and accounts payable and certain other 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 certain other liabilities are estimated based on discounted future cash flows using discount rates that reflect current market conditions for instruments with similar terms and risks. (h) 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, held to maturity, loans and receivables, available-for-sale or other liabilities. (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 income. 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 income, except for derivatives that are designated as cash flow hedges, in which case the fair value change for the effective portion of such hedging relationship is required to be recognized in OCI. See note 2(l) for further discussion of hedge accounting policies. (ii) Held to maturity, loans and receivables 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 income when the loans and receivables are derecognized 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, mortgages payable and mortgages payable associated with assets held for sale; and (c) debentures payable. 109 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 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. (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 income. 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. (i) Impairment of financial assets The Trust assesses at each consolidated 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 income. 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 income. (ii) Impairment of available-for-sale financial assets For available-for-sale financial assets, the Trust assesses at each consolidated 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 income. Subsequent increases in the fair value of available-for-sale assets are recognized in OCI. 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 income, the impairment loss is reversed through net income. (j) 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 consolidated balance sheet date. (k) 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. 110 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 (l) Hedges From time to time, the Trust may enter into foreign currency contracts and interest rate swaps to hedge its foreign currency risks and interest rate risks, respectively. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. For the purpose of hedge accounting, hedges are classified as fair value hedges, cash flow hedges or hedges of a foreign currency exposure related to the net investment in a foreign operation. 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 fair value or 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. Cash flow hedges A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction. In a cash flow hedging relationship, the effective portion of the gain or loss on the hedging instrument is recognized in OCI. The ineffective portion is recognized in net income. Hedge accounting ceases when the Trust revokes the hedging relationship; when the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy); or when it no longer qualifies for hedge accounting. Any gain or loss recognized in OCI and accumulated in equity at that time remains in equity until the forecast transaction is ultimately recognized in the consolidated statements of income. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is immediately recognized in the consolidated statements of income. Net investment hedges In hedging a foreign currency exposure of a net investment in a foreign operation, 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 income. The amounts, or a portion thereof, previously recorded in OCI within equity are recognized in net income on the disposal or partial disposal of the foreign operation. (m) Comprehensive income Comprehensive income comprises net income 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 consolidated statements of comprehensive income comprising net income and OCI for the year. (n) Income taxes Upon qualifying as a real estate investment trust (REIT) for Canadian income tax purposes in 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 income or OCI based upon where the amounts initially arose. The Trust’s U.S. operations are qualifying U.S. REITs up to May 25, 2016 and are not subject to U.S. corporate income taxes. The Trust is subject to 30% or 35% withholding taxes on its distributions to Canada. 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 taxes 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. From time to time, RioCan may retain some taxable income and net capital gains in order to utilize the capital gains refund available to mutual fund trusts without incurring any income taxes. Accordingly, a provision for current income taxes payable is not required, except for amounts incurred in its incorporated Canadian taxable subsidiaries. The Trust’s U.S. subsidiary qualifies as a REIT for U.S. income tax purposes up to May 25, 2016. The subsidiary has distributed all of its U.S. taxable income to Canada and is entitled to deduct such distributions for U.S. income tax purposes. The Trust is subject to a 30% or 35% withholding tax on distributions to Canada. Any withholding taxes paid are recorded as distributions or income tax expense, depending on whether the tax is passed on to unitholders. (ii) Deferred income taxes Deferred income taxes are provided using the liability method for temporary differences at the consolidated balance sheet dates between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. 111 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 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 joint arrangements, where RioCan is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference 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 carryforward of unused tax credits and unused tax losses, can be utilized except: 2. 1. Where the deferred income tax asset relating to the deductible temporary difference 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 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 consolidated balance sheet dates 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. (o) Equipment and leasehold improvements Equipment and leasehold improvements 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: Computer hardware Furniture and equipment Management information systems Leasehold improvements (p) Intangible assets 3 to 5 years 5 years 5 to 10 years Lease term plus first renewal, if renewal is reasonably assured 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 to 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. (q) Cash and cash equivalents Cash and cash equivalents comprise cash and short-term investments with original maturities of three months or less. (r) Provisions Provisions are recognized when the Trust has a present obligation (legal or constructive) as a result of a past event, when 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 income, 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. (s) 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 the Canadian dollars are translated at the rate of exchange at the consolidated balance sheet dates. Revenue and expenses are translated at average rates for the year, unless exchange rates fluctuated significantly during the year, in which case the exchange rates at the dates of the transaction are used. Gains or losses on translating a foreign operation are included in OCI as a component of equity. 112 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the date of the transactions. Foreign currency denominated monetary assets and liabilities are translated using the prevailing rate of exchange at the consolidated balance sheet dates. Gains and losses on translation of monetary items are recognized in the consolidated statements of income in general and administrative expenses, except for those related to monetary liabilities qualifying as hedges of the Trust’s investment in foreign operations or certain intercompany loans to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future, which are included in OCI as a component of equity. (t) Non-current assets held for sale and discontinued operations Non-current assets (and disposal groups) are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is satisfied when the asset is available for immediate sale in its present condition, management is committed to the sale, and it is highly probable to occur within one year. Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell and are presented separately from other assets on the Trust's consolidated balance sheets. These measurement requirements do not apply to non-current assets, including the Trust's properties held for sale, that are accounted for in accordance with the fair value model in IAS 40. Comparative information is not adjusted to reflect the held for sale classification in the consolidated balance sheet for the latest period presented. A disposal group is classified as a discontinued operation if it meets the following conditions: (i) it is a component that can be distinguished operationally and financially from the rest of the Trust's operations and (ii) it represents either a separate major line of business or geographic area or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Disposal groups classified as discontinued operations are presented separately from continuing operations in the consolidated statements of income. The comparative consolidated statement of income is presented as if the operation had been discontinued from the start of the comparative year. (u) Employee future benefits The Trust operates a defined contribution pension plan and three defined benefit pension plans for certain employees. 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 OCI, in full, in the period in which they occur 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 non-callable investment grade fixed income securities), less unamortized past service costs and less the fair value of plan assets out of which the obligations are to be settled. The Trust expenses its required contributions to the defined contribution pension plan. (v) 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 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, 2018, 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 establishes principles for the financial reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity’s future cash flows. This new standard also includes new general hedge accounting guidance, which will align hedge accounting more closely with risk management. It does not completely change the types of hedging relationships or the requirement to measure and recognize ineffectiveness; however, it will allow more hedging strategies that are used for risk management to qualify for hedge accounting and introduce more judgment to assess the effectiveness of a hedging relationship. IFRS 9 also introduces an expected loss impairment model for all financial assets not measured at fair value through profit or loss that requires recognition of expected credit losses rather than incurred losses as applied under the current standard. IFRS 9 is effective for annual periods beginning 113 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 on or after January 1, 2018, with early application permitted. RioCan is currently assessing the impact of IFRS 9 and intends to adopt the new standard on the required effective date. IFRS 16, Leases (IFRS 16) In January 2016, the IASB issued IFRS 16. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting, however, remains largely unchanged, and the distinction between operating and finance leases is retained. This standard would be effective for the Trust's annual periods beginning after January 1, 2019 with earlier adoption permitted. RioCan is currently assessing the impact of IFRS 16 and intends to adopt the new standard on the required effective date. IAS 40, Investment Property (IAS 40) During December 2016, the IASB issued an amendment to IAS 40 clarifying certain existing requirements. The amendment requires that an asset be transferred to or from investment property only when there is a change in use. A change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. In isolation, a change in management’s intentions for the use of a property does not provide evidence of a change in use. These amendments are effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted. RioCan is currently assessing the impact on its consolidated financial statements and intends to adopt the amended standard on the required effective date. 4. ASSETS HELD FOR SALE, LIABILITIES ASSOCIATED WITH ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS Discontinued operations On May 24, 2016, RioCan completed the sale of its U.S. portfolio of 49 retail properties located in the Northeastern U.S. and Texas at a total sale price of US$1.9 billion. RioCan received cash proceeds of approximately US$1.0 billion on closing, net of approximately US$0.9 billion in mortgage debt extinguishment. In connection with the sale, the Trust recorded a gain on disposition of $65 million, including foreign currency exchange gain, which is included in other income from discontinued operations on the consolidated statement of income. The results of the Trust's discontinued operations are as follows: Year ended December 31, Rental revenue Rental operating costs Recoverable under tenant leases Non-recoverable costs Operating income Other income (loss) Loss from equity accounted investments Fair value gains (losses) on investment property, net Other income Other expenses Interest costs General and administrative Leasing costs Transaction costs Income (loss) before income taxes Income taxes (recovery) Current Deferred 2016 $ 98,704 $ 2015 233,613 51,995 3,175 55,170 43,534 — 16,899 66,404 83,303 18,927 1,491 706 53,562 74,686 52,151 135,139 (230,675) (95,536) 60,551 6,272 66,823 166,790 (4,145) (147,060) 7,529 (143,676) 49,253 4,148 2,022 3,868 59,291 (36,177) 8,478 230,474 238,952 Net income (loss) from discontinued operations $ 147,687 $ (275,129) 114 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Other income In connection with the U.S. asset sale during May 2016, other income includes a $255 million realized foreign currency exchange gain reclassified from other comprehensive income, partly offset by a $190 million portfolio discount in connection with the U.S. asset sale. Transaction costs Also in connection with the U.S. property portfolio sale, transaction costs includes $54 million of costs directly related to the Trust's exit from its U.S. operations, consisting of investment banking fees, legal fees, lender consent costs, franchise and land transfer taxes, costs related to unwinding the Trust's net investment hedge, employee severance and other transaction closing costs. Income taxes Prior to the sale of RioCan's U.S. property portfolio, the Trust's U.S. subsidiary qualified as a REIT for U.S. income tax purposes. The subsidiary distributed all of its U.S. taxable income (if any) to Canada and was entitled to deduct such distributions for U.S income tax purposes. The Trust is subject to withholdings tax at 30% to 35% on distributions to Canada. Any withholding taxes paid are recorded as distributions or current income tax expense, depending on whether the withholding tax is passed onto unitholders or deducted for Canadian tax purposes. For the year ended December 31, 2016, RioCan recorded current income taxes of $135 million, primarily representing the income taxes related to a realized gain on disposal of the Trust's U.S. income properties, since RioCan does not intend to distribute any withholding taxes paid or payable to its unitholders. During 2015, RioCan had recognized a deferred tax expense of $230 million primarily representing a taxable temporary taxable difference calculated based on the difference between fair value accounting and tax cost basis of the Trust's U.S. investment properties. For the year ended December 31, 2016, upon the transaction closing, the Trust also recorded a recovery of deferred taxes mainly resulting from the reversal of the temporary difference between the IFRS carrying value and the tax cost of the U.S. income properties. Assets held for sale and liabilities associated with assets held for sale Presented below are details of the Trust's assets and liabilities held for sale: December 31, 2016 December 31, 2015 The change in the carrying value of the Trust's U.S. income properties is as follows: As at Assets Income properties Properties under development Total assets held for sale Liabilities Mortgages payable Net assets U.S. income properties Year ended December 31, Balance, beginning of year Acquisitions Capital expenditures Tenant installation costs Fair value gain, net Foreign currency translation gain (loss) Straight-line rent Other changes Loss on disposition Dispositions Balance, end of year Properties held for sale $ $ $ 25,341 35,189 60,530 $ $ — 60,530 $ 2016 $ 2,796,973 $ — 569 5,621 16,899 (186,720) 743 (1,414) (189,873) (2,442,798) 2,925,960 42,135 2,968,095 1,248,635 1,719,460 2015 2,392,285 53,698 4,551 13,983 (147,060) 476,755 2,142 619 — — $ — $ 2,796,973 RioCan has one income property held for sale as at December 31, 2016 with a carrying value of $25 million. In addition, the Trust has four land parcels held for sale with an aggregate carrying value of approximately $35 million. 115 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Cash flows associated with discontinued operations The net cash flows associated with discontinued operations are as follows: Year ended December 31, Net income (loss) from discontinued operations $ Adjustments for non-cash items Deferred income taxes Fair value (gains) losses on investment properties, net Net gain on sale of income properties and equity accounted investment Adjustments for net changes in operating assets and liabilities Net operating cash flow activities Proceeds from the sale of income properties Proceeds from sale of joint venture Cash used in acquisitions of income properties Other Net investing cash flow activities Proceeds from (Repayment of) mortgages payable Repayment of parent REIT loan Loan advances (to) from parent REIT Net financing cash flow activities Net change in cash 5. INVESTMENT PROPERTIES As at December 31, Income properties Properties under development Income properties Year ended December 31, Balance, beginning of year Acquisitions Dispositions Capital expenditures Leasing commissions and tenant installation costs Transfers from properties under development Transfers to properties under development Fair value gains (losses), net Straight-line rent (i) Earn-out consideration Other changes Balance, end of year Income properties Properties held for sale 2016 147,687 $ (230,675) (16,899) (65,116) 110,083 (54,920) 1,951,312 — — (4,776) 1,946,536 (668,253) (566,433) (672,119) (1,906,805) 2015 (275,129) 230,474 147,060 (7,529) 10,696 105,572 — 43,079 (53,698) (18,347) (28,966) 95,051 (272,932) 107,083 (70,798) 5,808 $ (15,189) $ $ $ $ $ $ $ 2016 12,406,719 880,319 13,287,038 $ $ 2015 11,322,109 830,067 12,152,176 2016 2015 11,451,096 $ 10,861,112 594,538 (119,813) 52,899 48,261 274,140 (21,019) 134,692 7,263 7,380 2,623 12,432,060 12,406,719 25,341 12,432,060 $ $ $ 962,432 (424,561) 37,484 24,363 230,646 (172,499) (78,759) 6,737 2,370 1,771 11,451,096 11,322,109 128,987 11,451,096 (i) Included in investment properties is $114 million of net rents receivable arising from the recognition of rental revenue on a straight-line basis over the lease term (December 31, 2015 - $107 million). 116 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Properties under development Year ended December 31, Balance, beginning of year Acquisitions Dispositions Development expenditures Completion of properties under development Transfers from income properties Transfers from residential inventory Fair value gains (losses), net Other Balance, end of year Properties under development Properties held for sale Acquisitions 2016 $ 872,202 $ 10,043 (5,436) 243,243 (274,140) 21,019 — 48,196 381 915,508 880,319 35,189 915,508 $ $ $ $ $ $ 2015 706,299 25,301 (6,700) 187,293 (230,646) 172,499 31,309 (12,789) (364) 872,202 830,067 42,135 872,202 The following table summarizes the Trust's acquisitions of investment property for rental income and future development opportunities: As at December 31, Investment properties acquired Debt assumed Difference between principal amount and fair value assumed of mortgage financing Total consideration, net of debt assumed Income properties Properties under development 2016 2015 2016 594,538 $ 1,016,759 $ 10,043 $ (48,416) (296,265) (757) (12,018) — — 2015 25,301 — — 545,365 $ 708,476 $ 10,043 $ 25,301 $ $ On July 27, 2016, RioCan acquired Canada Pension Plan Investment Board's (CPPIB) 50% interests in four income properties that were previously co-owned for an aggregate purchase price of $352 million, representing a weighted average capitalization rate of 5.7%. RioCan did not assume any additional debt from CPPIB in connection with this acquisition. Dispositions The following table summarizes the Trust's dispositions of non-core properties as part of a process to recycle capital into future developments and property acquisition opportunities: As at December 31, Investment properties disposed Gain on disposition recorded in other income Total consideration Mortgages associated with investment property dispositions Other (i) Total consideration, net of related debt Income properties Properties under development 2016 2015 119,813 $ 448,215 $ 6,075 — 2016 5,436 $ — 125,888 $ 448,215 $ 5,436 $ (29,359) (155,205) — (9,967) — — 96,529 $ 283,043 $ 5,436 $ $ $ $ 2015 — — — — — — (i) Represents a sales price adjustment for the assumption of a land lease commitment. Properties held under lease Included in investment properties are three properties that are subject to land operating leases with third parties. Two of the land leases expire in 2029 and do not include buy-out options, whereas the final land lease expires in 2020 and carries a buy-out option. In accordance with IFRS, the Trust has elected to recognize these operating leases as investment properties and record a related finance lease obligation. The carrying amount of these properties is $274 million (December 31, 2015 - $280 million) and the corresponding finance lease obligation is $19 million (December 31, 2015 - $20 million) and is included in accounts payable and other liabilities. 117 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Future minimum lease payments under these finance leases are as follows: Within 12 months 2 to 5 years Over 5 years Total minimum lease payments Less: Future interest costs Present value of minimum lease payments Valuation methodology Fair value December 31, 2016 December 31, 2015 $ $ $ 2,232 $ 8,461 15,057 25,750 $ 7,097 18,653 $ 2,232 8,811 16,938 27,981 8,130 19,851 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 (i.e. an exit price). Expectations about future improvements or modifications to be made to the investment property to reflect its highest and best use may be considered in the valuation. Investment properties and properties held for sale are carried at fair value and the Trust uses significant unobservable inputs to estimate fair value of these assets at each reporting date. See below for further description of inputs used by the Trust in estimating the fair value of its properties. Significant unobservable inputs are classified as Level 3 inputs under IFRS. See note 22 for further details. 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. Valuation processes Internal valuations RioCan measures the vast majority of its investment properties, including co-owned properties, using valuations prepared by its internal valuation team. This team consists of individuals who are knowledgeable and have specialized industry experience in real estate valuations and report directly to a senior member of the Trust's management. The internal valuation team's processes and results are reviewed and approved by the Valuations Committee on a quarterly basis, in line with the Trust's quarterly reporting dates. The Trust's Valuations Committee is responsible for approving any fair value changes to the investment properties and consists of senior management of the Trust including the President & Chief Operating Officer; Chief Financial Officer; and other executive members. External valuations Depending on the property asset type and location, management may opt to obtain independent third party valuations from firms that employ experienced valuation professionals having the required qualifications in property appraisals for purposes of adopting such appraised values in the case of land parcels or assessing the reasonableness of its internal investment property valuations. During the year, the Trust obtained a total of 22 external property appraisals (including 13 vacant land parcels), which supported an IFRS fair value of approximately $1.1 billion or 8% of the Trust's investment property portfolio as at December 31, 2016. The internal valuation team also verifies all major inputs used by the external valuator in preparing the valuation report, assesses changes to fair value by comparing the current year fair value against the fair value determined in the prior year valuation report, and holds discussions with the external valuator. Commencing January 1, 2017, the Trust intends to select approximately six income properties for external appraisal on a quarterly basis. Valuation techniques Income properties The internal valuation team 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). The significant unobservable inputs are based on: • • SNOI - is based on budgeted rents and expenses and supported by the terms of any existing lease, other contracts or external evidence such as current market rents for similar properties, adjusted to incorporate allowances for estimated vacancy rates, management fees and structural reserves for capital expenditures based on current and expected future market conditions after expiry of any current lease and expected maintenance costs. The resulting capitalized value is then adjusted for non-recoverable capital expenditures as well as other costs inherent in achieving and maintaining SNOI. The capitalization rate - is based on the location and quality of the properties and takes into account market data at the valuation date. 118 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 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. Properties under development 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 significant unobservable inputs are based on: • Pro forma SNOI - is based on the location, type and quality of the properties and supported by the terms of actual or anticipated future leases, other contracts or external evidence such as current market rents for similar properties, adjusted for estimated vacancy rates based on expected future market conditions and estimated maintenance costs, which are consistent with internal budgets, based on management's experience and knowledge of the market conditions. • Costs to complete - are derived from internal budgets based on management's experience and knowledge of the market conditions. 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. The table below summarizes the classification, valuation approach and inter-relationship between the Level 3 key unobservable inputs and fair value measurements for the Trust's investment properties: Classification Valuation approach Key unobservable input Income producing properties / Properties under development Direct capitalization income approach Capitalization rate 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 rate, the lower the estimated value. SNOI Generally, an increase in SNOI will result in an increase in the estimated fair value of the properties. Properties under development - undeveloped land Comparable sales approach Market comparison Land value is in line with market trends. As at December 31, 2016, the weighted average capitalization rate for the Trust's investment properties and Canadian properties held for sale is 5.64% (December 31, 2015 - 5.72%). Sensitivity analysis of changes in capitalization rates The following table is a sensitivity applied to the portion of the Trust's investment properties and properties held for sale carrying value that is measured using the direct capitalization approach and, therefore, is sensitive to changes in capitalization rates: Capitalization rate sensitivity Increase (decrease) Weighted average capitalization rate Fair value of properties Fair value variance % change Ratio of debt, net of cash, to total assets, net of cash (1.00%) (0.75%) (0.50%) (0.25%) 4.64% 4.89% 5.14% 5.39% 15,854,720 15,044,151 14,312,432 13,648,590 December 31, 2016 5.64% $ 13,043,592 $ 0.25% 0.50% 0.75% 1.00% 5.89% 6.14% 6.39% 6.64% 12,489,966 11,981,417 11,512,660 11,079,202 2,811,128 2,000,559 1,268,840 604,998 — (553,626) (1,062,175) 21.55 % 15.34 % 9.73 % 4.64 % — % (4.24)% (8.14)% (1,530,932) (11.74)% (1,964,390) (15.06)% 33.07% 34.73% 36.39% 38.03% 39.66% 41.27% 42.88% 44.48% 46.07% Sensitivity analysis of changes in SNOI and capitalization rates In addition, a 1% increase in SNOI would result in a higher portfolio fair value of $130 million. A 1% decrease in SNOI would result in a lower portfolio fair value of $130 million. A 1% increase in SNOI coupled with a 0.25% decrease in capitalization rates would result in a higher portfolio fair value of $741 million. A 1% decrease in SNOI coupled with a 0.25% increase in capitalization rates would result in a lower portfolio fair value of $679 million. 119 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 6. EQUITY ACCOUNTED INVESTMENTS The Trust has certain equity method accounted investments in associates and joint ventures. The following table details the Trust's ownership interest in each equity investee: Equity Investee Dawson-Yonge LP RioCan-HBC JV WhiteCastle New Urban Fund, LP (WNUF) WhiteCastle New Urban Fund 2, LP (WNUF 2) WhiteCastle New Urban Fund 3, LP (WNUF 3) Principal activity December 31, 2016 December 31, 2015 Owns and operates an income property Owns and operates income properties Development and sale of residential inventory 40.0% 11.6% 14.2% 19.3% 20.0% 40.0% 10.3% 14.2% 19.3% 20.0% The following table shows the changes in the aggregate carrying value of RioCan's investment in associates and joint ventures: Year ended December 31, Balance, beginning of year Contributions Share of net income (loss) from: Continuing operations Discontinued operations Disposals Distributions Other Balance, end of year $ 2016 158,994 $ 26,750 9,972 — — (11,196) 758 $ 185,278 $ 2015 63,016 150,121 10,378 (4,145) (43,079) (13,447) (3,850) 158,994 Financial results of equity accounted investees The following tables present the financial results of RioCan's equity accounted investees on a 100% basis: As at December 31, 2016 2015 Current assets Non-current assets Current liabilities Non-current liabilities (i) Net assets RioCan- HBC JV Other Total RioCan- HBC JV Other Total $ 9,067 $ 105,298 $ 114,365 $ 1,985 $ 93,927 $ 95,912 1,980,330 22,100 2,002,430 1,947,903 21,200 1,969,103 10,675 546,114 4,586 52,291 15,261 598,405 4,417 549,732 5,719 34,970 10,136 584,702 $ 1,432,608 $ 70,521 $ 1,503,129 $ 1,395,739 $ 74,438 $ 1,470,177 Equity accounted investments $ 167,581 $ 17,697 $ 185,278 $ 143,785 $ 15,209 $ 158,994 Year ended December 31, 2016 RioCan- HBC JV Other Total RioCan- HBC JV 2015 Other Revenue Operating expenses Fair value gains (losses) Interest expense Net income Income (Loss) in equity accounted investments $ 131,653 $ 12,637 $ 144,290 $ 52,290 $ 31,570 $ 10,643 (11,825) 15,999 5,657 907 455 16,300 (10,918) 16,454 93,186 $ 7,432 $ 100,618 10,391 $ (419) (ii) $ 9,972 $ $ 4,706 (7,554) 6,708 5,362 743 464 $ $ 33,322 $ 26,487 $ 59,809 4,292 $ 6,086 $ 10,378 Total 83,860 10,068 (6,811) 7,172 Includes mortgages payable and lines of credit. (i) (ii) Amount includes a $1.5 million annual priority profit allocation to the general partner of the investees. 120 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 7. MORTGAGES AND LOANS RECEIVABLE As at December 31, Current Non-current 2016 28,263 $ 89,754 2015 38,036 91,222 118,017 $ 129,258 $ $ As at December 31, 2016, mortgages and loans receivable bear interest at a weighted average effective and contractual rate of 5.0% per annum (December 31, 2015 - 4.5%) and mature between 2017 and 2023. Future repayments for the years ending December 31 are as follows: Due on demand 2017 2018 2019 2020 Thereafter $ 14,020 14,243 24,116 5,169 55,219 5,250 $ 118,017 8. RECEIVABLES AND OTHER ASSETS As at December 31, 2016 December 31, 2015 Current Non- current Total Current Non- current Total Prepaid expenses and other assets $ 332,387 $ 10,376 $ 342,763 $ 322,574 $ 22,266 $ 344,840 Net contractual rents receivable 40,754 Management information system Funds held in trust Cross currency interest rate swaps — — — — 21,737 1,838 1,416 40,754 21,737 1,838 1,416 45,290 — — — — 25,021 36,214 — 45,290 25,021 36,214 — $ 373,141 $ 35,367 $ 408,508 $ 367,864 $ 83,501 $ 451,365 Prepaid expenses and other assets Prepaid expenses and other assets primarily include available-for-sale investments, property taxes, office furniture and equipment. RioCan pays certain upfront non-refundable selling commissions with respect to the sale of residential condominium units. As at December 31, 2016 included in other assets are $3.4 million of non-refundable sales commissions the Trust has paid with respect to the sale of this inventory (December 31, 2015 - $3.5 million), where it is probable that future economic benefits will flow to the Trust. No amortization prior to the recognition of revenue is recognized but rather a charge to net income occurs when the revenue associated with the sale is recognized. Contractual rents receivable Contractual rents receivable are presented net of an allowance for doubtful accounts of $1.8 million as at December 31, 2016 (December 31, 2015 - $2.0 million). RioCan determines its allowance for doubtful accounts on an individual tenant basis and reduces the carrying value of the receivable to the expected recoverable amount giving consideration to the tenant's payment history, credit worthiness, lease term, account status and other factors. Any subsequent recoveries of rent receivables previously recorded as doubtful accounts are recognized in the consolidated statements of income during the period of settlement. Funds held in trust Funds held in trust are property specific segregated funds that are contractually required by certain mortgage lenders. To support mortgage financing, lenders will sometimes require that certain property expenses be funded by monthly property cash flows. The reserves accumulate over time and, in some cases, are used by the lender to fund certain property expenses, such as realty taxes, insurance premiums, leasing commissions, repairs and maintenance, tenant construction allowances and landlord construction costs. Cross currency interest rate swaps During the year ended December 31, 2016, the Trust entered into cross currency interest rate swaps as part of its strategy to hedge any U.S. dollar denominated borrowings from the Trust's unsecured operating credit facility. These have the economic effect of converting floating rate U.S. dollar borrowings to floating rate Canadian dollar borrowings. These cash flow hedges are short-term in nature and qualify for hedge accounting. These hedges are expected to be highly effective since all critical terms of the hedged item and hedging instrument match. All such designated hedging relationships were effective as of the reporting date, with a total U.S. dollar principal value of US$365 million. 121 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 9. INCOME TAXES The Trust qualifies as a REIT for Canadian income tax purposes; therefore, it will be entitled to deduct distributions for income tax purposes. The Trust expects to distribute its taxable income to unitholders such that it will not be subject to tax. From time to time, RioCan may retain some taxable income and net capital gains in order to utilize the capital gains refund available to mutual fund trusts without incurring any income taxes. Accordingly, no provision for Canadian current income tax payable is required, except for amounts incurred in its incorporated Canadian subsidiaries. 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 generally 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. As at December 31, 2016, the Trust's Canadian corporate subsidiaries have recognized deferred income tax assets totalling $12 million (December 31, 2015 - $8.0 million) on deductible temporary differences related to intangible assets, deferred pension and loss carry forwards that expire over the next 18 to 20 years. These deferred tax assets have been recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and there is sufficient taxable income available against which the temporary differences can be utilized. 10. MORTGAGES PAYABLE AND LINES OF CREDIT Mortgages payable and lines of credit, net of deferred financing costs, consist of the following: As at Line of credit Construction lines and other bank loans Mortgages payable Current Non-current December 31, 2016 December 31, 2015 502,359 $ 203,274 2,699,935 3,405,568 $ 930,426 $ 2,475,142 3,405,568 $ 561,389 182,622 3,420,658 4,164,669 1,176,912 2,987,757 4,164,669 $ $ $ $ Future repayments of mortgages payable and lines of credit by year of maturity are as follows: Year 2017 2018 2019 2020 2021 Thereafter Contractual obligations Unamortized differential between contractual and market interest rates on liabilities assumed at the acquisition of properties Unamortized debt financing costs, net of premiums and discounts Weighted average contractual interest rate Scheduled principal amortization Principal maturities Total repayments 3.66% $ 64,088 $ 866,338 $ 930,426 3.70% 4.11% 3.64% 2.95% 3.89% 44,730 32,724 17,836 6,992 4,186 497,327 302,858 448,430 853,967 256,041 542,057 335,582 466,266 860,959 260,227 3.55% $ 170,556 $ 3,224,961 $ 3,395,517 16,658 (6,607) $ 3,405,568 U.S. dollar-denominated mortgages payable and lines of credit associated with Canadian properties As at December 31, 2016, all U.S. dollar-denominated mortgages and lines of credit associated with the Trust's Canadian properties were repaid and have no outstanding balance (December 31, 2015 - US$327 million). During the first half of 2016, the Trust repaid its U.S. dollar-denominated mortgages and lines of credit, primarily using cash proceeds from the sale of its U.S. income property portfolio. The U.S. dollar-denominated mortgages and lines of credit associated with Canadian properties were formerly designated as a net investment hedge of the Trust's U.S. operations. Pledged investment properties As at December 31, 2016, $6.8 billion of the aggregate carrying value of investment properties, properties held for sale and residential inventory serves as security for RioCan's mortgages payable (December 31, 2015 - $9.0 billion). 122 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Weighted average effective and contractual interest rates The following table summarizes the details of the Trust's weighted average effective and contractual interest rates on lines of credit and mortgages payable associated with properties located in Canada: As at Weighted average interest rates: Effective Contractual (i) Mortgages maturing between 2017 and 2034. Line of credit December 31, 2016 (i) December 31, 2015 3.49% 3.55% 3.71% 3.63% On June 1, 2016, the Trust entered into a new $1.0 billion unsecured operating credit facility with six Canadian Schedule I financial institutions, which replaced five secured operating credit facilities. The new facility has an interest rate based on a pricing grid depending on RioCan's credit rating and the type of borrowing utilized, with the current rates for Canadian dollar Banker's Acceptances and U.S. dollar LIBOR loans being 120 basis points over the underlying rate. The facility has a five-year term to maturity and a one-year extension option. The unsecured operating credit facility agreement requires the Trust to maintain certain financial covenants in accordance with the credit facility agreement. Refer to note 24 for additional details. As at December 31, 2016, RioCan had cash advances and letters of credit outstanding of $505 million and $0.4 million, respectively, and $494 million in cash available to be drawn from this credit facility. 11. DEBENTURES PAYABLE Debentures payable consist of the following: As at Current Non-current December 31, 2016 December 31, 2015 $ $ 150,000 $ 2,098,024 2,248,024 $ — 2,000,066 2,000,066 As at December 31, 2016, total debentures payable bear interest at weighted average effective and contractual rates of 3.52% and 3.52% (December 31, 2015 - 3.70% and 3.68%), respectively. Issuance On August 26, 2016, the Trust issued $250 million of Series X senior unsecured debentures, which mature on August 26, 2020 and carry a coupon rate of 2.185%. The interest on these debentures is payable semi-annually commencing February 26, 2017. The Trust has the following series of senior unsecured debentures outstanding as at December 31, 2016: $ 2016 150,000 $ 250,000 350,000 150,000 250,000 250,000 250,000 200,000 300,000 100,000 2015 150,000 250,000 350,000 150,000 — 250,000 250,000 200,000 300,000 100,000 $ 2,250,000 $ 2,000,000 Series P S Q U X R V T W I Contractual obligations Maturity date March 1, 2017 March 5, 2018 June 28, 2019 June 1, 2020 August 26, 2020 December 13, 2021 May 30, 2022 April 18, 2023 February 12, 2024 February 6, 2026 Coupon rate 3.80% 2.87% 3.85% 3.62% 2.19% 3.72% 3.75% 3.73% 3.29% 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 123 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Future repayments are as follows: Year ending December 31: Contractual obligations Unamortized debt financing costs Covenants 2017 2018 2019 2020 2021 Thereafter Weighted average contractual interest rate 3.80% $ 2.87% 3.85% 2.72% 3.72% 3.84% $ Principal maturities 150,000 250,000 350,000 400,000 250,000 850,000 2,250,000 (1,976) 2,248,024 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 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. As at and during the year ended December 31, 2016, the Trust was in compliance with these covenants pursuant to the Trust's Declaration and debenture indentures. 12. ACCOUNTS PAYABLE AND OTHER LIABILITIES As at December 31, 2016 December 31, 2015 Current Non- current Total Current Non- current Total Property operating costs $ 59,491 $ 20,686 $ 80,177 $ 103,908 $ 21,011 $ 124,919 Development and capital expenditures Deferred revenue Distributions to unitholders payable Interest payable Interest rate swap agreements Unfunded employee future benefits Finance lease obligation Other trade payables and accruals Income taxes payable Contingent consideration 112,277 22,071 38,356 26,841 843 — 2,573 21,909 136,169 325 25 112,302 26,249 — — 9,398 12,751 16,080 4,236 48,320 38,356 26,841 10,241 12,751 18,653 26,145 — — 136,169 325 81,333 20,821 37,893 30,085 1,751 — 2,575 15,469 — 864 24,113 27,385 — — 24,665 13,170 17,276 3,507 — — 105,446 48,206 37,893 30,085 26,416 13,170 19,851 18,976 — 864 $ 420,855 $ 89,425 $ 510,280 $ 294,699 $ 131,127 $ 425,826 Income taxes payable relate to the realized gain on sale of the Trust's U.S. income property portfolio during May 2016. Refer to note 4 for further discussion. 13. UNITHOLDERS' EQUITY Common trust units 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 upon liquidation), and 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. 124 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 The units issued and outstanding are as follows: Year ended December 31, Balance, beginning of year Units issued: Distribution reinvestment plan Unit option exercises Costs associated with unit option plan Direct purchase plan Exchangeable limited partnership units Unit issue costs Balance, end of year 2016 Units $ 322,483 4,709,165 2015 Units 315,986 $ 4,536,957 2,399 1,671 — 36 26 — 60,782 38,242 1,640 959 358 (7) 5,443 1,019 — 35 — — 142,715 23,701 5,135 932 — (275) 326,615 4,811,139 322,483 4,709,165 Included in units outstanding as at December 31, 2016, are exchangeable limited partnership units totaling 1.2 million units (December 31, 2015 - 1.1 million 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. 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. Normal course issuer bid On October 18, 2016, 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 8,128,045 of its units, or approximately 2.5% of its 325,121,826 outstanding units as at December 31, 2016, for cancellation over the next 12 months. The number of units that can be purchased pursuant to the bid is subject to a current daily maximum of 120,555 units (which is equal to 25% of 482,221, being the average daily trading volume from April 1, 2016 through to December 31, 2016), subject to RioCan’s ability to make one block purchase of units per calendar week that exceeds such limits. RioCan intends to fund the purchases out of its available cash and undrawn credit facilities. During the years ended December 31, 2016 and 2015, RioCan did not purchase for cancellation any of its units under its NCIB. 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%. On March 31, 2016, the Trust exercised its option to redeem all 5 million outstanding Series A preferred trust units at the cash redemption price of $25.00 per Series A preferred trust unit, for total cash proceeds of $125 million paid on April 1, 2016. Unit issue costs totaling $4.3 million were recorded as a charge to retained earnings upon redemption, representing the excess of par redemption value over the carrying value of the preferred trust units. 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%. 125 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) as at and for the years ended December 31, 2016 and 2015 consists of the following amounts: Cumulative translation gain on U.S. foreign operations (i) Available- for-sale investments Actuarial gain (loss) on pension Interest rate swap agreements Cross currency interest rate swap agreements Total As at December 31, 2015 Other comprehensive income (loss) As at December 31, 2016 $ $ 308,380 $ 41,579 $ (1,690) $ (23,635) $ — $ 324,634 (308,380) 37,368 693 13,428 — $ 78,947 $ (997) $ (10,207) $ 74 74 $ (256,817) 67,817 (i) On May 25, 2016, RioCan completed the sale of its U.S. income property portfolio and reclassified the cumulative translation gain on U.S. foreign operations in accumulated other comprehensive income to net income from discontinued operations on the consolidated statement of income. Refer to note 4 for details on the amount of realized gain related to the U.S. property sale. 14. UNIT-BASED COMPENSATION PLANS Incentive unit option plan The Trust provides long-term incentives to certain employees by granting options through the incentive unit option plan (the plan). Riocan is authorized to issue up to a maximum of 22 million common unit options under the plan. As at December 31, 2016, 11.6 million common unit options remain available to be granted under the plan. 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 vest at 25% per annum commencing on the first anniversary of the grant date, and become fully vested after four years. The Trust accounts for this plan by estimating the fair value of each tranche of an award at the grant date and subsequently recognizing the compensation expense over the vesting period. The weighted average assumptions utilized in the calculation of units granted for the years ended December 31, 2016 and 2015 using the Black-Scholes option valuation model are as follows: Year ended December 31, Fair value of unit options granted Unit options granted (in thousands) Unit option exercise price Expected risk free interest rate (i) Expected distribution yield (ii) Expected unit price volatility (iii) Expected option life (years) (iv) $ $ $ $ 2016 2,194 2,159 25.79 0.5% 5.5% 14.9% 4.5 2015 1,834 1,453 29.20 0.6% 4.8% 14.8% 4.3 (i) Determined using the yield on Government of Canada benchmark bonds with an average maturity period similar to the expected option life. (ii) Based on the annual distribution yield on the date of grant. (iii) Estimated by considering historic average unit price volatility for a period consistent with the expected option life. (iv) Represents the expected option life based on the actual holding period of all transacted option awards between grant date and the date of activity. The following summarizes the changes in options outstanding during the years ended December 31, 2016 and 2015: Options Outstanding, beginning of year Granted Exercised Expired Forfeited Outstanding, end of year Options exercisable at end of year Average fair value per unit of options granted during the year 2016 2015 Units (in thousands) Weighted average exercise price Units (in thousands) Weighted average exercise price 9,027 $ 2,159 (1,671) (332) (775) 8,408 $ 4,511 $ $ 26.12 25.79 22.89 27.17 27.35 26.52 26.11 1.02 8,782 $ 1,453 (1,019) — (189) 9,027 $ 4,976 $ $ 25.30 29.20 23.25 — 27.28 26.12 24.63 1.26 126 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 The following table summarizes our outstanding options and related exercise price ranges of units granted under the plan: Exercise Price Range ($/unit) As at December 31, 12.15 to 24.93 24.94 to 26.53 26.54 26.55 to 27.50 27.51 to 27.69 27.70 to 30.00 Outstanding Options Vested Options 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 2016 582 2,494 1,181 1,476 1,479 1,196 8,408 2015 1,447 1,140 1,489 1,790 1,785 1,376 9,027 2016 2015 2016 2015 2016 $20.02 $20.07 25.62 26.54 27.28 27.57 29.31 25.26 26.54 27.31 27.56 29.31 $26.52 $26.12 3.3 8.0 6.1 6.2 7.0 8.2 6.9 3.7 3.9 7.0 7.2 8.1 9.2 6.7 582 575 944 1,188 898 324 2015 1,447 1,140 865 959 565 — 2016 2015 $20.02 $20.07 25.10 26.54 27.27 27.58 29.31 25.26 26.54 27.28 27.59 — 4,511 4,976 $26.11 $24.63 Performance equity unit plan (PEU Plan) The Trust grants performance equity units (PEUs) under the PEU Plan with a three-year performance period for certain senior executives. The PEUs will be subject to both internal and external measures consisting of both absolute and relative performance over a three-year period, which upon vesting are cash settled. RioCan accounts for this plan under the fair value method of accounting, which uses the Monte-Carlo simulation pricing model to determine the fair value of market-based awards. The Monte-Carlo simulation pricing model uses the same input assumptions as the Black-Scholes model; however, it allows for the incorporation of the market-based performance hurdles that must be met before the PEU vests in the holder. Pursuant to IFRS, compensation costs related to awards with a market-based condition are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been provided and all performance conditions have been satisfied. During February 2016, the Trust granted 0.2 million PEUs under its PEU Plan. Unit-based compensation expense and fair value assumptions using the Monte-Carlo valuation model are as follows: Year ended December 31, Fair value of PEUs granted PEUs granted (in thousands) Grant date fair value per unit Expected risk-free interest rate (i) Expected unit price volatility (ii) Expected total unitholder return (iii) $ $ $ $ 2016 5,325 165 32.27 0.5% 16.0% 9.3% 2015 3,766 111 33.93 0.5% 14.0% 11.4% (i) Determined using the yield on Government of Canada benchmark bonds with an average maturity period similar to the PEU vesting period. (ii) Estimated by considering historic average unit price volatility. (iii) PEUs are subject to total unitholder return (TUR) performance hurdles where vesting is dependent upon RioCan's TUR performance relative to certain internal and external measures, which includes the following: a) one-third of PEU grants are subject to a relative performance against a comparative group of peer companies; b) one-third of PEU grants are subject to an absolute out performance hurdle against certain market indices; and one-third of PEU grants are subject to an internal Operating FFO growth performance hurdle. 15. DISTRIBUTIONS TO UNITHOLDERS Total distributions declared to unitholders are as follows: Year ended December 31, 2016 2015 Common Unitholders Preferred Unitholders – Series A Preferred Unitholders – Series C Total Distributions Distributions per unit Total Distributions Distributions per unit $ $ 458,388 $ 1.4100 $ 453,094 $ 1,640 7,027 467,055 0.3281 1.1750 6,563 7,027 $ 466,684 1.4100 1.3125 1.1750 On March 31, 2016, the Trust exercised its option to redeem all outstanding Series A preferred trust units. Refer to note 13 for further details. On January 13, 2017, RioCan declared a distribution payable of 11.75 cents per unit for the month of January 2017 to common trust unitholders of record as at January 31, 2017. On February 15, 2017, RioCan also declared a distribution payable of 11.75 cents per unit for the month of February 2017 to common trust unitholders of record as at February 28, 2017. 127 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 16. RENTAL REVENUE Year ended December 31, Base rent Realty tax recoveries Common area maintenance recoveries Percentage rent Straight-line rent Lease cancellation fees 17. INVESTMENT AND OTHER INCOME (LOSS) Year ended December 31, Income earned on available-for-sale securities Transaction gains (losses), net Target settlement proceeds, net 2016 $ 706,407 $ 219,685 157,936 9,541 7,263 3,052 2015 657,922 206,959 148,539 6,201 8,094 11,353 $ 1,103,884 $ 1,039,068 $ $ 2016 13,173 $ 20,095 — 33,268 $ 2015 12,790 (2,631) 88,267 98,426 Net transaction gains and losses include realized gains and losses recorded upon the disposition of available-for-sale marketable securities, certain investment properties and equity accounted investments. On January 15, 2015, Target Corporation (Target) announced plans to discontinue its Canadian operations through its indirect wholly owned subsidiary, Target Canada Co. During December 2015, RioCan entered into a binding agreement with Target Corp., the U.S. parent of Target Canada Co., concluding the terms of settlement relating to leases that were disclaimed pursuant to the Companies’ Creditors Arrangement Act. Investment and other income includes $88 million in cash settlement proceeds received relating to the release of Target Corp. from the indemnity agreements, which is net of $3.5 million of outstanding rents receivable as of the disclaim date and other costs of settlement. 18. INTEREST COSTS Year ended December 31, Total interest Less: Interest capitalized to properties under development 2016 206,989 $ 27,462 179,527 $ 2015 214,203 27,431 186,772 $ $ For the year ended December 31, 2016, interest was capitalized to properties under development at a weighted average effective interest rate of 3.94% (December 31, 2015 - 4.23%). 19. GENERAL AND ADMINISTRATIVE Year ended December 31, Salaries and benefits Unit-based compensation expense Depreciation and amortization Other general and administrative $ $ 2016 23,568 $ 6,745 4,386 17,521 52,220 $ 2015 21,206 4,741 4,434 20,670 51,051 Other general and administrative costs include information technology costs, public company costs, professional fees, travel expenses, occupancy costs, donations, advertising, promotion and marketing costs. 20. TRANSACTION AND OTHER COSTS For the year ended December 31, 2016, transaction and other costs includes primarily property acquisition and disposition costs totalling $9.6 million (December 31, 2015 - $10.5 million). 128 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 21. NET INCOME (LOSS) PER UNIT Net income per basic and diluted unit is calculated based on net income available to common unitholders divided by the weighted average number of common trust units outstanding, taking into account the dilution effect of unit options and any difference between redemption and carrying value on preferred unit redemptions. Year ended December 31, Net income attributable to unitholders Less: Net income (loss) from discontinued operations Net income attributable to unitholders from continuing operations Less: Preferred unit redemption (ii) Distributions to preferred unitholders Net income attributable to common unitholders from continuing operations Weighted average common units outstanding (in thousands): Basic Dilutive effect of common unit options (i) Diluted Net income (loss) per unit - basic: Continuing operations Discontinued operations Net income (loss) per unit - diluted: Continuing operations Discontinued operations 2016 830,747 $ 147,687 683,060 $ 4,304 8,667 670,089 $ 325,386 279 325,665 2.06 $ 0.45 2.51 $ 2.06 $ 0.45 2.51 $ 2015 141,763 (275,129) 416,892 — 13,590 403,302 319,492 491 319,983 1.26 (0.86) 0.40 1.26 (0.86) 0.40 $ $ $ $ $ $ $ (i) The calculation of diluted weighted average units outstanding excludes 4.4 million unit options for the year ended December 31, 2016 (December 31, 2015 - 5.1 million units), as the exercise price of these unit options was greater than the average market price of RioCan's common trust units. (ii) Represents the excess of par redemption value over the carrying value of the Trust's Series A preferred trust units redeemed on March 31, 2016. 22. FAIR VALUE MEASUREMENT The fair value hierarchy of assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets is as follows: December 31, 2016 December 31, 2015 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets measured at fair value: Cash and equivalents $ 54,366 $ — $ — $ 83,318 $ Available-for-sale investments 299,987 5,665 — 300,553 Investment properties: Income properties Properties under development Properties held for sale Cross currency interest rate swaps — — — — — 12,406,719 — — 1,416 880,319 60,530 — — — — — — $ — — — — 11,322,109 — 830,067 — 2,968,095 — — Total assets measured at fair value $ 354,353 $ 7,081 $13,347,568 $ 383,871 $ — $15,120,271 Liabilities measured at fair value: Interest rate swaps — 10,241 Total liabilities measured at fair value $ — $ 10,241 $ — — $ — 26,416 — $ 26,416 $ — — For assets and liabilities measured at fair value as at December 31, 2016, there were no transfers between Level 1, Level 2 and Level 3 assets and liabilities during the period. For changes in fair value measurements of investment properties and Canadian properties held for sale included in Level 3 of the fair value hierarchy, refer to note 5 for details. 129 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 Fair value of financial instruments The Trust's financial instruments and their carrying values on the consolidated balance sheets are as follows: Available-for-sale investments Receivables and other assets Mortgages and loans receivable Cross currency interest rate swaps December 31, 2016 December 31, 2015 Carrying value Fair value Carrying value Fair value $ 305,652 $ 305,652 $ 300,553 $ 300,553 42,427 42,427 81,504 81,504 118,017 115,416 129,258 126,227 1,416 1,416 — — Mortgages payable, lines of credit and mortgages on properties held for sale 3,405,568 3,508,106 5,413,304 5,660,359 Debentures payable Interest rate swap liabilities Accounts payable and other liabilities 2,248,024 2,371,060 2,000,066 2,073,905 10,241 10,241 26,416 26,416 489,613 489,613 394,483 394,483 The fair values of the Trust's financial instruments were determined as follows: Receivables, other assets, accounts payable and other liabilities These instruments' carrying amounts approximate fair values due to their short-term nature. Mortgages and other loans receivable The fair value of mortgages and other loans receivable is determined by the discounted cash flow method using applicable inputs such as prevailing interest rates, contractual rates and discounts. Fair value measurements of these instruments were estimated using Level 3 inputs. The carrying values of short-term and variable rate loans generally approximate their fair values. Mortgages payable, lines of credit, mortgages on properties held for sale and debentures payable The fair values of these instruments are estimates made at a specific point in time, based on relevant market information. These estimates are based on quoted market prices for the same or similar issues or on the current rates offered to the Trust for similar financial instruments subject to similar risk and maturities. Fair value measurements of these instruments were estimated using Level 2 inputs. The carrying values of short-term and variable rate debt generally approximate their fair values. Cross currency interest rate swap liability The fair values of the cross currency interest rate swaps reported in other liabilities represent estimates at a specific point in time using financial models, based on both foreign exchange and interest rates that reflect current market conditions, the credit quality of counterparties and interest rate curves. Interest rate swap liability The fair values of the interest rate swaps reported in other liabilities represent estimates at a specific point in time using financial models, based on interest rates that reflect current market conditions, the credit quality of counterparties and interest rate curves. 23. RISK MANAGEMENT The main risks arising from the Trust's financial instruments are interest rate, liquidity, credit and foreign exchange risks. The Trust's approach to managing these risks is summarized below: Interest rate risk The Trust is exposed to interest rate risk on its borrowings and could be adversely affected if it were unable to obtain cost- effective financing. The majority of the Trust's debt is financed at fixed rates with maturities staggered over a number of years, thereby mitigating its exposure to changes in interest rates and financing risks. As at December 31, 2016, approximately 13.8% (December 31, 2015 - 14.0%) of the Trust's debt (including mortgages held for sale) is financed at variable rates, exposing the Trust to changes in interest rate risk. From time to time, the Trust may enter into floating-for-fixed interest rate swaps as part of its strategy for managing certain interest rate risks. The Trust has applied hedge accounting and recorded the changes in fair value for the effective portion of the derivative in OCI from the date of designation. For any interest rate swaps for which the Trust does not apply hedge accounting, the change in fair value is recognized in the consolidated statements of income. As at December 31, 2016, the outstanding notional amount of the floating-to-fixed interest rate swaps was $683 million (December 31, 2015 - $993 million) and the term to maturity of these agreements ranges from April 2017 to October 2023. 130 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 The outstanding interest rate swaps by year of maturity are as follows: Maturity 2017 2018 2019 2020 2021 Thereafter Original principal amount Weighted average effective fixed interest rate $ $ 104,690 208,938 126,020 119,025 55,000 69,000 682,673 3.81% 3.60% 3.57% 2.88% 4.12% 2.82% The Trust assesses the effectiveness of the hedging relationship on a quarterly basis and has determined there is no ineffectiveness in the hedging of its interest rate exposure. As an effective hedge, unrealized gains or losses on the interest rate swap agreements are recognized in OCI. As at December 31, 2016, the fair value of the interest rate swaps are, in aggregate, a net financial liability of $10 million (December 31, 2015 - $26 million). As at December 31, 2016, the carrying value of the Trust's floating rate debt, not subject to a hedging strategy, is $778 million. As at December 31, 2016, a 50 basis point increase in market interest rates would result in a $3.9 million decrease in the Trust's net income. Liquidity risk Liquidity risk is the risk that the Trust will not meet its financial obligations as they become due. The Trust mitigates its liquidity risk by staggering the maturity dates of its long-term debt, limiting the use of floating rate debt, actively renewing expiring credit arrangements, utilizing undrawn lines of credit, and issuing equity when considered appropriate. • For the schedule of future repayments of mortgages, floating rate debt and cash advances drawn against the Trust's lines of credit, see note 10 for further details. • For the schedule of future repayments of debentures, see note 11 for further details. The Trust expects to continue financing future acquisitions, development and debt obligations through existing cash balances, internally generated cash flows, mortgages, operating facilities, issuance of equity, unsecured debentures, and the sale of non- core assets. Credit risk Credit risk arises from the possibility that: • Tenants experience financial difficulty and are unable to fulfill their lease commitments or tenants 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-party defaults on the repayment of debt whereby RioCan has provided lender guarantees. 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. Foreign exchange risk Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. As a result of the Trust's disposal of its U.S. property portfolio, repayment of U.S. denominated debt and exit from its U.S. operations, discussed further in note 4, RioCan has significantly reduced its foreign exchange risk. 24. CAPITAL MANAGEMENT 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, implements 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. 131 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 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); 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; 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; 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; 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 each of the above noted restrictions as at and for the year ended December 31, 2016. 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. The following table highlights RioCan's Ratio of Debt to Total Assets (net of cash), Basket Ratio and Interest coverage ratio in accordance with the Declaration: As at December 31, Mortgages payable and lines of credit Liabilities associated with assets held for sale Debentures payable Total Debt Unitholders’ equity Total capital Ratio of debt, net of cash, to total assets, net of cash Basket Ratio Year ended December 31, Interest coverage ratio New unsecured operating credit facility Note 10 4 11 2016 $ 3,405,568 $ — 2,248,024 5,653,592 8,009,888 2015 4,164,669 1,248,635 2,000,066 7,413,370 7,926,039 $ 13,663,480 $ 15,339,409 39.7% 2.6% 2016 3.38 46.1% 2.9% 2015 3.06 The Trust is subject to certain key financial covenants pursuant to the agreement governing its unsecured operating credit facility, which are calculated on a rolling twelve-month basis. As at and for the year ended December 31, 2016, the Trust is in compliance with all applicable financial covenants. The following table summarizes the Trust's performance relative to these key financial covenants: Total indebtedness (i) (vi) Secured indebtedness (ii) (vi) Debt service coverage (iii) (vi) Minimum unitholders' equity (in millions) Ratio of unencumbered property assets to unsecured indebtedness (iv) (v) (vi) Properties held for development as a percentage of consolidated gross book value of assets Key covenant December 31, 2016 < 60% < 40% > 1.5x > $5,000 > 1.5x < 15% 43.3% 21.0% 2.4 x $8,010 2.0 x 6.6% (i) Total indebtedness consists of the contractual amounts outstanding on mortgages payable, lines of credit and other bank loans, debentures payable, capital lease obligations, contingent liabilities and the maximum exposure to loss for all third-party debt where RioCan has provided a financial guarantee. (ii) Secured indebtedness includes mortgages payable, other bank loans and capital lease obligations, which are secured against investment 132 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 properties. (iii) Debt service includes regular mortgage principal and interest payments, including interest capitalized on properties under development. (iv) Unsecured indebtedness includes the contractual amounts outstanding of the unsecured line of credit, debentures and any third-party debt amounts guaranteed by RioCan. (v) Unencumbered property assets consist of properties that have not been pledged as security for debt. The unencumbered property asset to unsecured indebtedness ratio is calculated as unencumbered assets divided by unsecured indebtedness. (vi) These ratios include inputs from proportionately consolidated equity accounted investments. 25. OPERATING LEASES Lease commitments – Trust as lessor The Trust as lessor has entered into leases on its property portfolio. The leases typically have lease terms between five and twenty 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 lease payments under non-cancellable operating leases in the aggregate and for each of the following periods are as follows: As at Within twelve months Two to five years Over five years Total December 31, 2016 $ $ 713,910 2,027,208 1,533,327 4,274,445 Contingent rent recognized in the consolidated statements of income for the year ended December 31, 2016 is $12 million (December 31, 2015 - $9.2 million). 26. SUBSIDIARIES The subsidiaries listed below are wholly owned and reflect significant entities of the Trust: Name 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 Realty Investments Partnership Eleven LP RioCan (GH) Limited Partnership RioCan Property Services Trust RioCan White Shield Limited Partnership RioCan (GTA Marketplace) LP RioCan East Village LP RC REIT Limited Partner Trust RC NA Property 1 LP RC NA Property 2 LP RC Northeast Partnership LP RC/Dunhill Timber Creek Holdings LP RC (RP) I LP RioKim USA LP RC NA Property 3 LP 133 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 Country Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada U.S. U.S. U.S. U.S. U.S. RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 27. SUPPLEMENTAL CASH FLOW INFORMATION Year ended December 31, Interest received Interest paid Distributions paid: Distributions declared during the year Distributions declared in the prior period paid in the current year Distributions declared in current period paid in next year Distributions paid Proceeds from units issued under the distribution reinvestment plan 28. CHANGES IN OTHER WORKING CAPITAL ITEMS Year ended December 31, Receivable and other assets Mortgage receivable interest Residential development inventory Accounts payable and other liabilities Foreign exchange and other Net change in non-cash operating items 29. RELATED PARTY TRANSACTIONS 2016 776 $ 229,159 2015 3,286 264,208 (458,388) $ (453,094) (37,893) 38,356 (457,925) $ 60,782 (397,143) $ (37,128) 37,893 (452,329) 142,715 (309,614) $ $ $ $ 2016 2015 $ 96,709 $ (41,512) (4,914) (3,138) 94,492 (27,080) $ 156,069 $ 3,305 35,074 1,765 14,044 12,676 Key management personnel are those individuals that have the authority and responsibility for planning, directing and controlling the Trust's activities, directly or indirectly. The Trust’s key management personnel include the Trustees and the following individuals: Chief Executive Officer, Edward Sonshine; President and Chief Operating Officer, Raghunath Davloor; and Chief Financial Officer and Corporate Secretary, Cynthia Devine (collectively, the Key Executives). Remuneration of the Trust’s key management during the year ended December 31, 2016 and 2015 is as follows: Year ended December 31, Compensation and benefits Unit-based payments Post-employment benefit costs Trustees Key Executives 2016 301 $ 2,253 — 2015 2016 237 $ 5,756 $ 1,751 — 5,341 57 2,554 $ 1,988 $ 11,154 $ 2015 5,497 2,751 88 8,336 $ $ During February 2016, RioCan's Chief Executive Officer, Edward Sonshine, agreed to amend his employment contract to reflect his agreement to not retire or resign voluntarily before December 31, 2018. As part of this commitment, Mr. Sonshine agreed to use his best efforts to provide the Trust with 12 months' notice of his intent to retire or resign. 30. EMPLOYEE BENEFITS Plan characteristics RioCan sponsors a defined contribution plan and three defined benefit plans that provide pension and certain post-employment benefits to eligible employees. Plan members are not required, nor are they permitted, to contribute to these plans. The defined benefit plans are closed to new members and any new employees are generally eligible to join the defined contribution pension plan. All plans are administered by separate funds that are legally segregated from RioCan. Defined contribution plan The Trust's defined contribution pension plans provide pension benefits based on accumulated RioCan contributions. RioCan's contributions are based on a percentage of an employee’s annual earnings. For the year ended December 31, 2016, RioCan's contributions to the defined contribution plan was $1.0 million (December 31, 2015 - $0.9 million). Defined benefit plans RioCan's defined benefit pension plans, one of which is a registered plan and two of which are supplemental unregistered plans, provide pension benefits mostly based on years of credited service, the average of the highest five years of earnings and the age of the member at retirement. 134 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 The Trust measures its benefit obligations and pension assets as at December 31 each year. All plans are valued using the projected unit-credit method. The Trust funds its registered defined benefit pension plans in accordance with actuarially determined amounts required to satisfy employee benefit obligations under current pension regulations. The most recent funding actuarial valuation for the Trust's defined benefit plans was completed as at January 1, 2016, and the next valuation is scheduled for January 1, 2019. The fair value of the registered plan assets as at December 31, 2016 is $2.8 million (December 31, 2015 - $2.9 million). The recognized pension obligation (net of plan assets) as at December 31, 2016 is $12.8 million (December 31, 2015 - $13.2 million). Pension costs, net of recoveries, of $0.5 million were recorded in net income for the year ended December 31, 2016 (pension costs for the year ended December 31, 2015 - $0.6 million). The discount rate used was 3.8% (December 31, 2015 - 3.8%), the compensation growth rate was 4.0% (December 31, 2015 - 4.0%) and the expected long-term rate of return on assets was 3.8% (December 31, 2015 - 3.8%). 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 income in subsequent periods. 31. SEGMENTED INFORMATION RioCan primarily owns, develops, manages and operates grocery-anchored retail centres and mixed-use developments located in Canada. In measuring the performance of its retail centres, the Trust does not distinguish or group its operations on a geographical or any other basis and, accordingly, has a single reportable segment. Management has applied judgment by aggregating its operating segments into one reportable segment for disclosure purposes. Such judgment considers the nature of property operations, tenant mix and an expectation that operating segments within a reportable segment have similar long-term economic characteristics. The Trust's Chief Executive Officer is the chief operating decision maker and regularly reviews RioCan's operations and performance on an individual property basis. RioCan does not have any single major tenant or a significant group of tenants. 32. CONTINGENCIES AND OTHER COMMITMENTS Guarantees As at December 31, 2016, the estimated amount of third-party debt subject to RioCan guarantees, and therefore the maximum exposure to credit risk, was approximately $428 million, consisting of guarantees totalling $341 million to partners and co-owners (December 31, 2015 - $358 million). The remaining debt subject to RioCan guarantees of $87 million relates to the assumption of mortgages by purchasers on property dispositions with expiry dates between 2017 and 2034 (December 31, 2015 - $99 million). 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. The maximum exposure to credit risk relating to a guarantee is the maximum risk of loss if there was a total default by the co- owner, without consideration of recoveries under recourse provisions against such co-owner's equity in the property or other assets of the co-owner. Letters of credit The Trust has aggregate letter of credit facilities with certain Schedule I banks totaling $81 million. As at December 31, 2016, the Trust’s outstanding letters of credit under these facilities was $29 million (December 31, 2015 - $29 million). Lease commitments – Trust as lessee The Trust as lessee is committed under long-term operating leases with various expiry dates to 2088. Future minimum lease payments are as follows: Within 12 months 2 to 5 years Over 5 years Total Investment commitments RioCan HBC Joint Venture December 31, 2016 Land Leases Operating Leases Total Commitments $ $ 903 $ 615 $ 3,275 7,226 1,925 4,191 11,404 $ 6,731 $ 1,518 5,200 11,417 18,135 As at December 31, 2016, RioCan has approximately $157 million of remaining unfunded investment commitments related to the RioCan-HBC JV (December 31, 2015 - $178 million). 135 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 RIOCAN REAL ESTATE INVESTMENT TRUST NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands of Canadian dollars, tabular amounts in thousands, except per unit amounts or unless otherwise noted) FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015 WhiteCastle New Urban Funds (WNUF) As at December 31, 2016, the Trust has unfunded investment commitments of approximately $53 million relating to WNUF, WNUF 2 and WNUF 3 (December 31, 2015 - $59 million). Amounts to be funded are callable by the general partner at any point prior to the expiration of the investment period of February 28, 2018 for WNUF and WNUF 2 and May 1, 2020 for WNUF 3. Litigation The Trust is involved with litigation and claims that 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. 33. EVENTS AFTER THE BALANCE SHEET DATE Debenture issuance On January 16, 2017, the Trust issued $300 million of Series Y senior unsecured debentures, which mature on October 3, 2022 and carry a coupon rate of 2.83%. The interest on these debentures is payable semi-annually commencing April 3, 2017. 136 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2016 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 C REI.PR.C ANNUAL MEETING The 2017 Annual Meeting of RioCan REIT will be held on June 8, 2017 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 BOARD OF TRUSTEES 1,2,3,4 Paul Godfrey, C.M., O.Ont.  (Chairman of Board of Trustees)   President and Chief Executive Officer  Postmedia Network Canada Corp. Bonnie R. Brooks, C.M. Chair, Liquor Control Board of Ontario 3,4 1,2 Clare R. Copeland   Vice-Chair, Falls Management Company Dale H. Lastman  Chair and Partner, Goodmans LLP 2,3,4 Jane Marshall Former Chief Operating Officer of  Choice Properties REIT Sharon Sallows Trustee, Chartwell Retirement Residences REIT 1,2,4 Edward Sonshine, O.Ont., Q.C.  Chief Executive Officer  RioCan Real Estate Investment Trust 3,4 Charles M. Winograd   President, Winograd Capital Inc. 1,2 Luc Vanneste   Chair of the Audit Committee,  RioCan Real Estate Investment Trust 1 2 3 4 member of the Audit Committee member of the Human Resources & Compensation Committee member of the Nominating & Governance Committee 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   Assistant Vice President, Investor Relations & Compliance  Tel: (416) 864-6483  Email: cgreen@riocan.com CORPORATE INFORMATION SENIOR MANAGEMENT Edward Sonshine, O.Ont., Q.C.  Chief Executive Officer Raghunath Davloor  President, Chief Operating Officer & Corporate Secretary Qi Tang  Senior Vice President, Finance & Acting Chief Financial Officer John Ballantyne  Senior Vice President, Asset Management Andrew Duncan  Senior Vice President, Developments Jonathan Gitlin  Senior Vice President, Investments & Residential Danny Kissoon  Senior Vice President, Operations Jeff Ross  Senior Vice President, Leasing & Tenant Coordination Terri Andrianopoulos  Vice President, Corporate Marketing Moshe Batalion  Vice President, Leasing – Ontario Stuart Baum  Vice President, Human Resources Nigel Bunbury  Vice President, Financial Reporting & Controls Stuart Craig  Vice President, Planning & Development Roberto DeBarros  Vice President, Construction 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 Stephen Roberts  Vice President, Analytics Tim Roos  Vice President, Operations Jonathan Sonshine  Vice President, Asset Management Jeffrey Stephenson  Vice President, Leasing Naftali Sturm  Vice President, Real Estate Finance Renato Vanin  Vice President, Information Technology                     RIOCAN YONGE EGLINTON CENTRE 2300 Yonge Street  Suite 500   P.O. Box 2386  Toronto, Ontario  M4P IE4 416 866 3033  1 800 465 2733  416 866 3020  T TF F W www.riocan.com 

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