Ring Energy
Annual Report 2017

Plain-text annual report

THE MAJOR MARKETS CANADIAN POPULATION: 36,708,083  POPULATION GROWTH SINCE 2006: 8.1%  POPULATION FOR THE 6 MAJOR MARKETS: 17,790,810  POPULATION GROWTH FOR THE   6 MAJOR MARKETS SINCE 2006: 26.1% CORPORATE PROFILE RioCan is Canada's largest real estate investment trust with a total enterprise value of approximately $13.9 billion as at December 31, 2017. RioCan is a fully integrated REIT that owns, manages and develops high quality retail-focused, increasingly mixed-use properties in Canada with ownership interests in a portfolio of 289 retail and mixed-use properties, including 17 properties under development, containing an aggregate net leasable area of 44 million square feet. 76.1% of RioCan's annual rental revenue is comprised from a portfolio that is powerfully rooted in Canada's six largest markets. TABLE OF CONTENTS IFC CORPORATE PROFILE 1 THE MAJOR MARKETS 2 CEO’S LETTER TO UNITHOLDERS 6 GLOUCESTER 8 EPLACE 10 KING PORTLAND CENTRE 12 YONGE SHEPPARD CENTRE 14 BRENTWOOD VILLAGE 16 MANAGEMENT TEAM 17 PROPERTY PORTFOLIO 27 MANAGEMENT’S DISCUSSION AND ANALYSIS 101 FINANCIALS 147 CORPORATE INFORMATION IFC_1 RIOCAN REAL ESTATE  INVESTMENT TRUST  ANNUAL REPORT  2017 TORONTO Metropolitan area: 6,654,682  Population growth since 2006: 30.2%  % of Income Producing NLA: 34.9%  % of annualized rental revenue: 40.9% MONTREAL Metropolitan area: 4,138,300  Population growth since 2006: 13.8%  % of Income Producing NLA: 7.7%  % of annualized rental revenue: 5.6% OTTAWA Metropolitan area: 1,377,016  Population growth since 2006: 21.8%  % of Income Producing NLA: 11.7%  % of annualized rental revenue: 11.8% VANCOUVER Metropolitan area: 2,571,262  Population growth since 2006: 21.5%  % of Income Producing NLA: 4.3%  % of annualized rental revenue: 4.7% EDMONTON Metropolitan area: 1,451,849  Population growth since 2006: 40.3%  % of Income Producing NLA: 4.1%  % of annualized rental revenue: 4.9% CALGARY Metropolitan area: 1,597,701  Population growth since 2006: 48.0%  % of Income Producing NLA: 7.6%  % of annualized rental revenue: 8.2% *Source: Statistics Canada SURFACING VALUE IN CANADA’S MAJOR MARKETS To ensure its premiere position in the Canadian marketplace, RioCan is transforming properties in high- density, transit-orientated locations. RioCan’s growth flourishes in Canada’s six major markets: Toronto, Ottawa, Calgary, Edmonton, Vancouver and Montréal, cities with compelling demographics and strong population growth. RioCan properties greatly appeal to tenants, resulting in stable tenancies and strong income growth. 2_3 RIOCAN REAL ESTATE  INVESTMENT TRUST  ANNUAL REPORT  2017 EDWARD SONSHINE, O.ONT., Q.C.  CHIEF EXECUTIVE OFFICER Growth Driven By Insight As evidenced by a number of key indicators, 2017 was a strong year for the Trust. These results were bolstered by strong organic growth and committed occupancy that is returning to a level consistent with our historical average at 96.6% as at December 31, 2017. During 2017, we retained over 90% of our expiring leases and attained, on average, approximately 6% increase in renewal rent. These accomplishments translated into a 6.3% increase in FFO per unit in 2017 as compared to 2016. Based on the growth over this past year, and the Trust’s confidence in our ability to maintain our growth profile, the Board of Trustees approved a three cent or 2.1% increase to RioCan’s 2018 distribution to an annualized distribution of $1.44 per unit per year. Canada’s Six Major Markets: A Foundation For The Present – And The Future RioCan has the entrepreneurial vision to identify opportunities and the resources to realize them. At the onset of our REIT, our business primarily consisted of acquiring and managing shopping centres. More than a decade ago, RioCan anticipated a demographic shift away from Canada’s secondary markets to Canada’s six major markets with compelling demographics and rapid population growth: Toronto, Ottawa, Calgary, Edmonton, Vancouver and Montréal. This population growth has driven investment in new infrastructure, specifically significant investment in transit expansion. Population density and accessibility make these markets compelling for tenants, resulting in a resilient portfolio with stable tenancies and strong income growth. We planned for this seismic demographic shift into the nation’s six major markets, and for more than a decade RioCan has focused its growth in these markets. At its core, RioCan represents a portfolio of retail-focused, increasingly mixed-use properties situated in high-density, transit- oriented locations. Due to its intrinsic value, RioCan’s major market portfolio is central to its ongoing success. Currently, approximately 76% of our revenue is generated from these markets. Upon the completion of our announced secondary market property dispositions over the next two to three years, more than 90% of our rental revenue will be produced in Canada’s six largest markets. Of note, we expect that more than 50% of our revenue will be generated from Canada’s largest market: the Greater Toronto Area (“GTA”). The anticipated outcome will be a resilient portfolio that generates stronger same property NOI growth per year and every property in that portfolio will eventually be an opportunity to surface increased value. In addition to evolving the geographic mix of our portfolio, we are also evolving our tenant mix. RioCan recognizes that our success is deeply intertwined with the success of our tenants. By anticipating, planning for the future and continuously evolving, RioCan attracts tenants best suited for future success. Over the past decade, RioCan has increased our tenant concentration into the strongest retail sectors, such as grocery, pharmacy, restaurants, personal services, and value retailers. Maximizing Value By Disposing Of Secondary Market Assets To accelerate the progress of our major market initiatives, we have embarked on the sale of approximately 100 properties largely in Canada’s secondary markets with a value surpassing $2.0 billion. These properties generate stable income; however, their growth profile lags that of RioCan’s major market portfolio. Over the next two to three years, we anticipate realizing approximately $1.5 billion of net proceeds from these sales. These funds will be allocated to maintaining our current leverage and capital structure, the development program, and the repurchase of units through our normal course issuer bid. We have made significant progress on the disposition of these properties. As of February 13, 2018 there is a total of approximately $512 million in either closed, firm or conditional transactions, representing approximately 25% of the $2.0 billion disposition target at sale prices in-line with IFRS values. CEO’S LETTER   TO UNITHOLDERS Dear Unitholders, RioCan – We Are Where You Want To Be 2017 was a year of much change and saw a strong progression of RioCan’s strategic vision. While the Trust made significant progress on its development program and accelerating its major market strategy, it delivered at the same time the highest same property net operating income (“NOI”) growth since 2010 and 6.3% year‑over‑year funds from operations (“FFO”) growth. With a total enterprise value of $13.9 billion, RioCan’s portfolio of retail and increasingly mixed-use properties is powerfully rooted in Canada’s six major markets. Twenty five years of experience, acumen and insight have resulted in an incomparable major-market portfolio, with a diversified, strong national tenant base, significant upside on rent growth and tremendous intrinsic value that will drive Net Asset Value (“NAV”) and FFO growth in the near and long term. This portfolio is managed and optimized by the strong executive bench who use their collective wealth of experience and expertise to drive organic growth, strategically surface the intrinsic value within the portfolio; maintain a strong balance sheet and make selective acquisitions. Canadian consumers’ shopping habits are changing, as are Canada’s major markets, which are becoming more populous and urbanized. Increasingly there is a need for mixed-use communities in Canada’s major markets as more Canadians shop, live and work in urban settings. RioCan’s portfolio of major market assets is perfectly positioned to capitalize on these trends and drive value growth for our unitholders. Exciting New Community, 15 Minutes From Downtown Ottawa Phase I, 23 Storey, 222 Residential Units Approval For A Total Of 4 Towers And Up To 820 Units RioCan crafts a site-specific approach for every project, based on demographics, retail trends, the competitive environment, and current and future transit infrastructure. RioCan’s mixed-use projects feature leading retailers, a rental residential and/or a condominium component and in some cases an office component. Canadians living in the six major markets enjoy the convenience of shopping, living, and working in RioCan’s signature properties. 4_5 RIOCAN REAL ESTATE  INVESTMENT TRUST  ANNUAL REPORT  2017 Surfacing Value With An Exceptional Balance Sheet RioCan’s financial strength is derived from a conservative balance sheet, and sound fiscal discipline, which provides the flexibility to carry out its large-scale, capital-intensive projects. To mitigate risk RioCan employs a principle we call “laddering” in our development program, similar to our approach with staggering our debt maturities. The “debt ladder” is an effective tool in both a declining interest rate environment as well as in a slowly rising interest rate economy, as is the case presently. In a similar manner, RioCan “staggers” the development of our properties so as to spread out risk, allowing us to best allocate our financial, and human capital resources to achieve our strategic goals. Our ability to find strategic acquisitions and develop key strategic relationships is another of RioCan’s competitive advantages that is based on a 25 year proven track record and deep respect within the industry. In certain instances, RioCan forms strategic partnerships for large-scale projects, allowing us to disperse our financial risk, crystalize value of zoned density, leverage our partners’ local expertise, and at the same time drive revenue through property and development management fees. RioCan’s development program will continue to expand as we identify and realize new intensification opportunities within our portfolio in Canada’s growing six major markets. Building Success In The 21st Century What will RioCan look like moving forward? Upon completion of the disposition of our secondary market assets, RioCan expects that more than 90% of its rental revenue will be generated from Canada’s six major markets, with more than 50% of these revenues derived from the Greater Toronto Area’s thriving marketplace. Although RioCan will always feature a significant retail component, retail has changed in terms of client mix and goods and services offered. To maintain our leadership in the marketplace, our development strategy reflects a popular saying: “People shop where they live, and, increasingly live where they shop.” Consumers will easily find, enjoy and shop in RioCan’s properties in high‑density, transit oriented locations in Canada’s major markets. RioCan is a dynamic entity whose growth is driven by insight. We constantly evaluate our portfolio of properties for opportunities to surface value and increase FFO, cash flow, and NAV growth. We see our communities in which we operate for what they are, what they could be, and what they need to get there. Our seasoned management team has the entrepreneurial spirit to imagine – and seize opportunities. RioCan capitalizes on its resources, financial strength, and discipline to form long-lasting strategic relationships with tenants and joint venture partners to ensure every RioCan property is optimized to deliver its highest and best use. The execution of our strategy is designed to ensure success today, and to secure RioCan’s growth and market leadership tomorrow. We are proud of our results to date and eagerly anticipate and plan for further success. Thank you for your continued support and confidence in RioCan. Ed Sonshine O.Ont., Q.C. Chief Executive Officer RioCan Real Estate Investment Trust Surfacing Value Through Intensification And Redevelopment RioCan’s major market portfolio today presents significant redevelopment opportunities to unlock the intrinsic value of our assets, or “surface value” that is inherent in our property portfolio. Unlocking this value will generate tangible benefits to Unitholders: stronger FFO and cash flow growth and increased net asset value. How Will RioCan Surface Value? As a mini case study, consider a shopping centre that was built in Toronto decades ago. Over time, the surrounding neighbourhood has grown in density and major new transit infrastructure is being added to the community. Accordingly, the value of our land, of which more than half is a parking lot, has increased by a multiple of its original value. To unlock its full value, RioCan will “intensify” this property with a retail component, and the addition of residential uses, often vertically. Currently, RioCan has identified 74 projects in our portfolio for potential intensification and redevelopment, some of which we will develop with strategic partners. In the initial planning stages, additional value for these properties is surfaced by obtaining the necessary zoning approvals to proceed with future development and RioCan has already obtained such approvals for 52 of these projects in our six major markets. Transformative and much talked-about development completions coming in future months include Yonge Eglinton Northeast Corner (ePlace), King Portland Centre, in Toronto and the first phase at our Gloucester rental residential development in Ottawa, to name but a few. OTTAWA_    MAJOR MARKET RioCan leads the way in innovative mixed-use properties that include leading retailers and smart residential living, located in close proximity to existing or proposed transit infrastructure. Gloucester (Frontier) Frontier, in Gloucester is a striking, modern 23 storey tower featuring 222 residential units. Frontier offers a contemporary lifestyle adjacent to RioCan's Silver City Gloucester, a 150,600 square foot retail centre with a GoodLife gym, a Cineplex theatre, Indigo, and a variety of exciting new restaurants and amenities. The site, located right on the LRT line, is complemented with top retailers and other conveniences right at the doorstep. 6_7 RIOCAN REAL ESTATE  INVESTMENT TRUST  ANNUAL REPORT  2017 Gloucester Just 15 minutes east of downtown Ottawa, buzz is building for Frontier, coming on board in 2019. With approval for three additional residential towers in this new conception of Gloucester. GLOUCESTER TORONTO_    MAJOR MARKET Located among many transit options including subway and a new light rapid transit line in Toronto’s midtown “downtown” with almost 500,000 people in a 5 km radius, the area boasts an average household income of more than $156,000. Yonge Eglinton Northeast Corner (ePLACE) The first residential rental property to be completed in the RioCan Living portfolio, the 466 unit eCentral at ePlace is beside three storeys of retail in ePLACE, and is across the street from RioCan's newly renovated Yonge Eglinton Centre, one of Toronto’s most popular midtown shopping destinations. 8_9 RIOCAN REAL ESTATE  INVESTMENT TRUST  ANNUAL REPORT  2017 ePLACE Situated at Yonge and Eglinton, the intersections of two of Toronto’s busiest streets, RioCan’s dynamic new mixed-use project will satisfy many shopping and living needs. ePLACE TORONTO_    MAJOR MARKET Nearing completion, the dynamic King Portland Centre is a complete success: all of the 134 condominium units are sold. As well, the new office space is fully leased to Indigo and to Shopify. Finally, the property includes exciting boutique retail space fronting King Street West. King Portland Centre (Kingly) The King Portland location has it all: leading retailers, modern living and working, with convenient transit access, in a prime location in Toronto’s vibrant “downtown west.” 10_11 RIOCAN REAL ESTATE  INVESTMENT TRUST  ANNUAL REPORT  2017 King Portland Centre King Portland showcases RioCan in action in Toronto’s trendy King West: complete with condominium units, office working spaces, and RioCan’s signature retail component. KING PORTLAND CENTRE TORONTO_    MAJOR MARKET Yonge Sheppard Centre is the "go-to" destination for the 340,000 people living within 5 kms of the site. Yonge Sheppard Centre (Pivot) A reimagined retail presence that features leading retailers such as Longo's, Winners, Shoppers Drug Mart, and three major banks. Yonge Sheppard Centre, at the intersection of two of Canada's busiest streets, and two major subway lines, with retail, two office towers and Pivot, a 36 storey, 361 unit rental residential tower is the perfect lifestyle destination rich in shopping and dining experiences. 12_13 RIOCAN REAL ESTATE  INVESTMENT TRUST  ANNUAL REPORT  2017 Yonge Sheppard Centre With an array of retailers, services, fitness and restaurants, Yonge Sheppard Centre is the first choice for thousands of people who shop at and frequent this site each day. YONGE SHEPPARD CENTRE The demographics in a 5 km radius say it all for Brentwood Village: average household income is in excess of $140,000. The 163 unit Brio is perfectly situated in northwestern Calgary near the Crowchild Parkway, and with easy access to McMahon Stadium, the Foothills Hospital, and the University of Calgary. CALGARY_    MAJOR MARKET Brentwood Village (Brio) This exciting mixed-use project features Brio, with approximately 10,000 sq. feet of retail and 163 rental units in a 12 storey building. The site is adjacent to RioCan's Brentwood Village, a 286,000 square foot shopping centre anchored by Safeway, located near the University of Calgary on the Northwest LRT line. The anticipated completion date is 2020. 14_15 RIOCAN REAL ESTATE  INVESTMENT TRUST  ANNUAL REPORT  2017 Brentwood Village Brio – RioCan’s leading retail and this state-of-the-art rental residential complex, will draw people to shop and live in this fast-growing area of Calgary. BRENTWOOD VILLAGE Management Team A seasoned management team is growing RioCan based on decades of combined experience and insight. By design, RioCan is transforming Canada’s retail, living and office landscapes. 16_17 RIOCAN REAL ESTATE  INVESTMENT TRUST  ANNUAL REPORT  2017 1 Edward Sonshine, O.Ont., Q.C. Chief Executive Officer 2 Raghunath Davloor President and Chief Operating Officer 3 Qi Tang Senior Vice President and CFO 4 Jeff Ross 7 John Ballantyne Senior Vice President, Leasing & Tenant Coordination Senior Vice President, Asset Management 5 Danny Kissoon 8 Jennifer Suess Senior Vice President, Operations Senior Vice President, General Counsel and Corporate Secretary 6 Andrew Duncan 9 Jonathan Gitlin Senior Vice President, Developments Senior Vice President, Investments & Residential PROPERTY PORTFOLIO CANADA ALBERTA As at December 31, 2017 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 11,943 286,594 286,594 Bed Bath & Beyond, London Drugs, Safeway, Ashley Home Furniture East Hills, Calgary, AB 40% 140,229 510,573 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 127,516 370,400 Walmart, Golf Town, Totem Building Supplies* Michaels, Marshalls, Costco* 73,031 146,061 Safeway 91,063 146,063 London Drugs, Safeway* 76,651 76,651 Fit For Less 284,765 284,765 Walmart, Shoppers Drug Mart 213,100 213,100 Lowe’s, GoodLife Fitness, Golf Town 50,678 207,487 184,616 50,678 Shoppers Drug Mart 414,973 Winners, Save-On-Foods, JYSK 457,649 Safeway (Co-op), Canadian Tire, GoodLife Fitness 75,836 75,836 Cineplex 40% 50% 100% 100% 100% 100% 100% 50% 40% 100% 100% 268,900 395,990 Safeway, Gold's Gym, JYSK, Staples, Home Depot* RioCan Beacon Hill, Calgary, AB 100% 527,835 787,206 Canadian Tire, Winners, The Brick, Best Buy, GoodLife Fitness, 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, RioCan Shawnessy, Calgary, AB 100% 470,460 Loblaws* 841,105 Lowe’s, Sport Chek, 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, Riverbend Square Shopping Centre Edmonton, AB Sage Hill, Calgary, AB Southbank Centre, Calgary, AB 100% 138,654 138,654 Safeway Loblaws* 50% 75% 186,022 108,910 372,043 Walmart, Loblaws City Market, London Drugs 421,227 Winners, Michaels, Save-On-Foods*, Home Depot*, Costco* South Edmonton Common, Edmonton, AB 100% 430,418 981,488 London Drugs, The Brick, Home Outfitters, Michaels, Old Navy, Home Depot*, Walmart*, Loblaws*, Cineplex*, Staples*, Best Buy* 17 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2017 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 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% 219,892 459,892 Lowe’s, Winners, PetSmart, Costco*, Rona* 173,107 173,107 Walmart, Save-On-Foods 189,552 189,552 Safeway, GoodLife Fitness, Staples 186,629 186,629 Walmart 197,405 197,405 Safeway, Staples, JYSK, World Gym 529,319 614,319 Walmart, Future Shop, The Brick, Home Depot* 133,657 133,657 T&T Supermarket 370,260 370,260 Save-On–Foods, The Bay, London Drugs, Cineplex, Staples RioCan Langley Centre, Langley, BC 100% 380,088 380,088 Leon’s, Winners, HomeSense, Chapters, Michaels, Marshalls Strawberry Hill Shopping Centre, Surrey, BC 100% 337,846 337,846 Home Depot, Cineplex, Winners, PetSmart, Sport Chek Tillicum Centre, Victoria, BC 100% 466,356 466,356 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% 113,904 379,681 Canadian Tire, Winners, Seafood City 179,027 179,027 Safeway, PetSmart NEW BRUNSWICK Corbett Centre, Fredericton, NB 100% 237,457 457,457 Winners, Michaels, Bed Bath Beyond, Home Depot*, Costco* Northumberland Square, Miramichi, NB Quispamsis Town Centre, Quispamsis, NB 50% 100% 51,664 88,114 103,328 Winners, Giant Tiger, PetSmart 88,114 Shoppers Drug Mart, GoodLife Fitness RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 18 *Non-owned anchor PROPERTY PORTFOLIO NEWFOUNDLAND As at December 31, 2017 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 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 Walmart, Dominion, Rossy ONTARIO 85 Bloor Street West, Toronto, ON 1650-1660 Carling Avenue, Ottawa, ON 1860 Bayview Avenue, Toronto, ON 1910 Bank Street, Ottawa, ON 1946 Robertson Road, Nepean, 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% 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 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% 50% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% BMO-145 Woodbridge Avenue, Vaughan, ON 100% BMO-1556 Bank Street, Ottawa, ON BMO-2 King Street West, Bowmanville, ON BMO-200 Ouelette Avenue, Windsor, ON BMO-270 Dundas Street, London, ON BMO-297 King Street East, Kingston, ON BMO-519 Brant Street, Burlington, ON BMO-79 Durham Street, Sudbury, ON BMO-81 King Street West, Hamilton, ON BMO-945 Smyth Road, Ottawa, ON 100% 100% 100% 100% 100% 100% 100% 100% 100% 13,810 13,810 COS 142,188 142,188 Canadian Tire 70,318 70,318 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 81,004 70,724 22,496 2,067 57,646 12,515 14,200 CB2 8,434 8,818 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 4,973 4,835 5,584 17,047 20,269 8,856 5,190 5,683 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 19 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2017 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants Burlington Mall, Burlington, ON 50% 299,848 712,848 Canadian Tire, Winners, HomeSense, Indigo, Denninger’s, Sport Chek, GoodLife Fitness, The Bay* 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% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% Fallingbrook Shopping Centre, Orleans, ON 100% Five Points Shopping Centre, Oshawa, ON Flamborough Walmart Centre Flamborough, ON Flamborough Power Centre, Flamborough, ON 100% 100% 134,807 316,638 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 60,090 60,090 Giant Tiger, PartSource 213,077 213,077 Metro, Canadian Tire, Shoppers Drug Mart 63,835 63,835 HomeSense 70,406 70,406 No Frills 109,260 109,260 Cineplex, Shoppers Drug Mart 203,290 203,290 Fresh Co., Canadian Tire, Sport Chek, Bed, Bath & Beyond, Winners 94,140 70,100 97,885 94,140 Food Basics 70,100 Staples 97,885 Staples 175,672 175,672 Yummy Market 81,487 162,974 No Frills, Urban Planet 146,699 146,699 Loblaws, Pharma Plus 180,829 238,829 Cineplex, Best Buy, Loblaws* 8,322 97,145 191,034 300,292 8,322 97,145 Metro, Shoppers Drug Mart 191,034 Metro, LA Fitness, JYSK 300,292 Walmart, Rona, Staples 100% 194,724 194,724 Treasure Hunt, Value Village Frontenac Mall, Kingston, ON 30% 84,057 280,191 Food Basics, Value Village, Boys and Girls Club Galaxy Centre, Owen Sound, ON Garrard & Taunton, Whitby, ON Gates of Fergus, Fergus, ON Glendale Marketplace, Pickering, ON Goderich Walmart Centre, Goderich, ON GoodLife Plaza, St. Catharines, ON Grant Crossing, Ottawa, ON 100% 100% 100% 100% 100% 100% 100% of Kingston 91,563 91,563 No Frills, Cineplex 146,835 146,835 Lowe's 71,737 53,963 94,283 144,983 237,405 71,737 Giant Tiger, Habitat for Humanity 53,963 Your Independent Grocer, Pharma Plus 202,859 Walmart, Canadian Tire*, Zehrs* 144,983 GoodLife Fitness, Canadian Tire (Call centre) 365,345 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 100% 73,030 73,030 Food Basics Costco*, Loblaws* 20 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2017 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 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% 100% 100% 100% 100% 75% 100% 100% 100% 100% 100% 100% 100% 50% 75% 50% 100% 100% 100% 5,269 5,269 312,914 312,914 Walmart, Winners, Staples 108,722 108,722 Zehrs 72,466 123,572 104,129 70,981 67,186 72,466 123,572 Metro 138,838 Metro, GoodLife Fitness, PetSmart 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 158,688 186,618 158,688 Fresh Co., Value Village, Shoppers Drug Mart 454,235 Metro, The Brick, LA Fitness, Chapters, Michaels, Ashley Furniture 120,363 160,484 Walmart 39,308 71,985 34,202 656,521 78,615 Shopify (office), Indigo (office) 71,985 Metro 34,202 Shoppers Drug Mart 656,521 Fortino’s, Canadian Tire, Marshalls, HomeSense, PetSmart, Hudson’s Bay Company (office) Lincoln Fields Shopping Centre, Ottawa, ON 100% 284,947 284,947 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 Niagara Falls Plaza, Niagara Falls, ON Niagara Square, Niagara Falls, ON Norwest Plaza, Kingston, ON Oakridge Centre, London, ON Pine Plaza, Sault Ste. Marie, ON Queensway Cineplex, Toronto, ON RioCan Centre Barrie, Barrie, ON RioCan Centre Belcourt, Orleans, ON 100% 100% 100% 100% 75% 50% 100% 100% 100% 30% 100% 100% 100% 50% 100% 60% 122,183 122,183 Gold's Gym, Value Village 173,029 173,029 Metro, GoodLife Fitness 111,762 145,605 59,136 152,564 175,672 111,762 Sobeys, GoodLife Fitness 589,209 Best Buy, Sport Chek, Michaels, PetSmart, Costco*, Home Depot*, Sobeys*, Staples* 78,848 Food Basics, Shoppers Drug Mart 357,360 Metro, Movati, Value Village, Canadian Tire* 175,672 Fresh Co., Talize, LA Fitness 110,522 155,278 Walmart, Canadian Tire* 79,562 72,893 39,924 34,066 42,455 61,488 79,562 LA Fitness 242,976 Cineplex, Winners, JYSK, World Gym, The Brick 39,924 GoodLife Fitness 139,566 Pharma Plus, Loblaws* 42,455 Food Basics 122,976 Cineplex 244,589 244,589 Loblaws, Lowe’s, Mountain Equipment Co-op 156,369 402,989 Food Basics, The Athletic Club, Landmark Cinemas, Toys R Us, Lowe’s* RioCan Centre Burloak, Oakville, ON 100% 454,623 552,623 Cineplex, Home Outfitters, Longo's, Home Depot* 21 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2017 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants RioCan Centre Kingston, Kingston, ON 100% 635,048 756,093 Cineplex, Staples, Winners, HomeSense, RioCan Centre London North, London, ON RioCan Centre London South, London, ON RioCan Centre Merivale, Nepean, ON RioCan Centre Milton, Milton, ON 100% 100% 100% 100% Michaels, Best Buy, Home Depot* 105,040 165,040 Indigo, PetSmart, Loblaws* 139,622 139,622 Metro 200,177 200,177 Your Independent Grocer, Winners, Value Village 171,465 291,465 Cineplex, LA Fitness, Home Depot*, Longo’s* RioCan Centre Newmarket, Newmarket, ON 40% 26,688 66,721 Staples, Mark's Work Wearhouse RioCan Centre Sudbury, Sudbury, ON 100% 403,797 669,193 Cineplex, Staples, Chapters, Michaels, Winners, RioCan Centre Vaughan, Vaughan, ON RioCan Centre Windsor, Windsor, ON RioCan Colossus Centre, Vaughan, ON 100% 100% 100% 262,336 262,336 Walmart Costco*, Home Depot* 239,420 572,228 349,420 Cineplex, The Brick, PetSmart, Staples, Costco* 702,228 Cineplex, Marshalls, Bed Bath & Beyond, HomeSense, Buy Buy Baby, Staples, Golf Town, Costco* RioCan Durham Centre, Ajax, ON 100% 891,888 1,272,888 Walmart, Canadian Tire, Cineplex, Marshalls, Winners, HomeSense, Sport Chek, Chapters, Michaels, 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, Leon’s, Cineplex, Winners, Canadian Tire*, Home Depot* RioCan Georgian Mall, Barrie, ON 50% 242,620 601,755 The Bay, Sport Chek, Home Sense, H&M, RioCan Grand Park, Mississauga, ON RioCan Gravenhurst, Gravenhurst, ON RioCan Hall, Toronto, ON RioCan Leamington, Leamington, ON RioCan Leaside Centre, Toronto, ON RioCan Marketplace Toronto, Toronto, ON RioCan Niagara Falls, Niagara Falls, ON RioCan Oakville Place, Oakville, ON RioCan Orleans, Cumberland, ON RioCan Renfrew Centre, Renfrew, ON 100% 100% 100% 100% 100% 67% 100% 50% 100% 100% F21 Red 118,681 118,681 Winners, Shoppers Drug Mart, Staples 149,548 149,548 Canadian Tire, Sobeys 227,326 227,326 Cineplex, Marshalls, Michaels, GoodLife Fitness 192,851 192,851 Walmart, Metro 133,035 133,035 Canadian Tire, PetSmart 114,298 447,438 Winners, Loblaws*, Home Depot* 295,164 231,018 393,739 Staples, Zehrs, Home Depot* 462,035 The Bay, H&M, Sport Chek, Pusateri’s, Shoppers Drug Mart 182,251 297,251 Metro, JYSK, Staples, Home Depot* 53,099 127,099 Giant Tiger, No Frills* RioCan Scarborough Centre, Scarborough, ON 100% 326,823 326,823 Costco, PetSmart, Staples, LA Fitness, Al’s RioCan St. Laurent, Ottawa, ON RioCan Thickson Ridge, Whitby, ON 100% 100% 308,031 362,031 Premium Food Market 308,031 Lowe’s, Adonis, Food Basics, Winners 492,031 Winners, Ikea, JYSK, Bed Bath & Beyond, Home Sense, PetSmart, 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 31% 8,749 28,222 Bed Bath & Beyond 50% 100% 100% 100% 49,290 98,579 Flying Squirrel, Reptilia 230,967 206,519 230,967 Lowe’s, Marshalls, Michaels 336,519 Food Basics, Cineplex, Home Depot* 1,059,136 1,059,136 Cineplex, Indigo, Metro, Toys R Us, Winners 22 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2017 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 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 100% 100% 100% 100% 100% 100% 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 96,571 96,571 Value Village Sheppard Centre, Toronto, ON 50% 236,659 473,318 Winners, Shoppers Drug Mart, Longo’s, LA Fitness Sherwood Forest Mall, London, ON 100% 218,758 218,758 Food Basics, Goodwill, Shoppers Drug Mart, 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 Sunnybrook Plaza, Toronto, ON Tanger Outlets Cookstown, Cookstown, ON 62.8% 100% 26,066 17,020 41,507 Shoppers Drug Mart 17,020 Shoppers Drug Mart GoodLife Fitness 100% 100% 100% 100% 100% 80% 100% 100% 100% 100% 100% 50% 50% 17,024 17,024 Shoppers Drug Mart 691,926 691,926 Canadian Tire, Winners, Staples, Oceans, JYSK, Giant Tiger, GoodLife Fitness 326,303 326,303 Lowe’s, Metro, LA Fitness, Staples 20,884 89,419 118,944 189,739 20,884 Pharma Plus 89,419 Loblaws, Winners 150,608 Cineplex, Chapters 189,739 Zehrs, Home Hardware 298,527 298,527 Fortino’s, Flying Squirrel, JYSK, GoodLife Fitness 72,627 72,896 72,627 Metro, Shoppers Drug Mart 72,896 Sobeys, Shoppers Drug Mart 132,224 132,224 Metro, Michaels, World Gym, Value Village 25,507 51,013 Pharma Plus 155,301 310,602 Under Armour, Coach, Tommy Hilfiger, Nike, Polo Ralph Lauren, H&M Tanger Outlets Ottawa, Ottawa, ON 50% 170,269 340,537 Polo Ralph Lauren, Old Navy, Nike, Saks off Fifth, Under Armour, Coach, Marshalls The Stockyards, Toronto, ON 50% 252,227 504,454 Nations, Winners, Best Buy, Sport Chek, 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 75% 50% 30% 100% 100% 100% 23,115 42,853 117,140 131,250 147,441 613,901 HomeSense, Michaels 30,820 85,705 Food Basics 390,468 No Frills, Winners, Sport Chek, Urban Planet 131,250 Winners/HomeSense, GoodLife Fitness 147,441 Walmart 828,901 Cineplex, Metro, Winners, Marshalls, HomeSense, Staples, Sport Chek, Michaels, Canadian Tire*, Home Depot* Trinity Crossing, Ottawa, ON 100% 191,465 371,465 Winners/HomeSense, Michaels, Value Village, Loblaws* 23 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2017 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants University Plaza, Dundas, 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 Yorkville, Toronto, ON 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 50% 185,779 185,779 Metro, Shoppers Drug Mart 76,515 76,515 Fresh Co. 127,270 127,270 Metro, Best Buy, HomeSense 69,857 39,768 93,123 69,857 Fresh Co. 39,768 93,123 No Frills 165,660 165,660 Shoppers Drug Mart 60,744 148,770 145,401 6,862 8,473 60,744 No Frills 148,770 Lone Thai Grocery 145,401 Metro 13,723 16,945 PRINCE EDWARD ISLAND Charlottetown Mall, Charlottetown, PEI 100% 355,318 355,318 Cineplex, Loblaws, Sport Chek, Winners, West Royalty Fitness, Urban Planet, 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 Centre Concorde, Laval, PQ Centre Rene A. Robert Centre Ste. Therese, PQ Centre RioCan Kirkland, Kirkland, PQ Centre Sicard, Ste. Therese, PQ Centre St. Jean St. Jean Sur Richelieu, PQ Centre St. Julie, Ste. Julie, PQ Centre St. Martin, Laval, PQ Desserte Ouest, Laval, PQ Galeries Laurentides, St. Antoine, PQ Galeries Mille-Iles, Rosemere, PQ 100% 100% 2,259 2,584 2,259 2,584 100% 5,015 5,015 100% 100% 100% 208,563 208,563 Super C, L’Aubainerie 67,815 67,815 Super C 129,589 129,589 Super C 100% 112,955 112,955 Super C 50% 50% 100% 100% 100% 50% 100% 100% 100% 100% 31,649 37,513 319,445 106,329 104,280 63,298 IGA 75,025 IGA 319,445 Cineplex, Winners 106,329 IGA 104,280 IGA 30,389 60,778 IGA 248,974 248,974 Provigo, Giant Tiger, World Gym 87,970 452,363 252,450 87,970 Staples, JYSK, Gold’s Gym 452,363 Maxi, World Gym, Urban Planet 252,450 Maxi, World Gym, Leon’s, Staples 24 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 *Non-owned anchor PROPERTY PORTFOLIO As at December 31, 2017 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.) Major or Anchor Tenants 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 100% 100% 50% 48,870 78,761 81,187 48,870 L’Aubainerie 78,761 Walmart 162,373 Atmosphere, Urban Planet, Reebok 50% 56,996 113,992 Tommy Hilfiger, Atmosphere 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 167,383 167,383 Maxi, Shoppers Drug Mart, Rossy 19,003 19,003 421,617 483,515 Winners/HomeSense, L’Aubainerie, Shoppers Drug Mart, Sports Experts, Super C* 204,759 108,214 181,463 300,007 352,516 393,628 Walmart, Canadian Tire*, Home Depot* 108,214 Adonis 181,463 Maxi, Winners, Rossy 300,007 Walmart, Canadian Tire, Super C 352,516 Maxi, Winners, Staples, Guzzo Cinemas, JYSK, Giant Tiger 35,467 70,934 IGA 372,883 372,883 Walmart, Winners, Michaels 17,050 17,050 Shoppers Drug Mart Silver City Hull, Hull, PQ 100% 84,590 499,775 Cineplex, Rona*, Walmart*, Maxi*, St. Hyacinthe Walmart Centre Ste. Hyacinthe, PQ Vaudreuil Shopping Centre Vaudreuil-Dorion, PQ 100% 166,930 254,430 Walmart, Staples, Canadian Tire* Super C*, Winners* 100% 117,773 228,273 Staples, Canadian Tire*, Super C* 25 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 *Non-owned anchor REAL ESTATE PORTFOLIO KEY FACTS as at December 31, 2017 (all metrics stated at RioCan's interest) Net Leasable Area (NLA) (thousands of sq.ft.): Income Producing Properties Properties Under Development (i) Total Number of Tenancies Retail 39,870 833 40,703 Office 1,937 741 2,678 Residential — 718 718 (i) Includes the NLA for only active projects with detailed costs estimates, but excludes NLA for air rights sales and residential inventory. Committed Occupancy Retail Office Total Geographic Diversification Ontario Alberta Quebec British Columbia Eastern Canada Manitoba Percentage of annualized rental revenue Income producing properties Properties under development (i) Number of properties 66.0% 14.8% 8.8% 7.7% 2.0% 0.7% 100.0% 186 30 35 13 6 2 272 13 4 — — — — 17 Total 41,807 2,292 44,099 6,309 96.6% 96.0% 96.6% Total 199 34 35 13 6 2 289 (i) Given the multi-phase nature of certain development projects, a single investment property could have more than one project, as discussed in the Properties Under Development section of this MD&A. Therefore, the number of projects should not be viewed as equivalent to number of properties under development. 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 Dollarama 10 Sobeys/Safeway 84.8% 84.6% Percentage of annualized rental revenue Weighted average remaining lease term (yrs) 4.8% 4.3% 4.2% 3.9% 3.9% 3.4% 1.8% 1.8% 1.6% 1.6% 31.3% 7.5 4.8 9.3 7.4 6.8 6.7 7.0 10.4 6.3 8.4 7.3 (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 41,807 $17.75 2018 3,424 $19.23 2019 5,325 $18.44 2020 4,935 $17.51 2021 4,911 $18.48 2022 4,071 $20.23 RioCan FINANCIAL REVIEW MANAGEMENT’S DISCUSSION AND ANALYSIS TABLE OF CONTENTS Management’s Discussion and Analysis 28 ABOUT THIS MANAGEMENT’S DISCUSSION AND ANALYSIS 28 FORWARD-LOOKING INFORMATION 29 BUSINESS OVERVIEW, OUTLOOK AND STRATEGY 36 SUSTAINABILITY 36 PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES Selected Annual Information 2017 Financial Highlights Operating Income 41 RESULTS OF OPERATIONS 41 42 43 44 Net Operating Income (NOI) 45 46 47 49 Other Income Other Expenses Funds from Operations (FFO) Adjusted Cashflow from Operations (ACFO) 51 OPERATIONS 52 Occupancy and Leasing 60 ASSET PROFILE Investment Property 60 Income Property Acquisitions During 2017 60 Income Property Dispositions During 2017 60 Co-ownership Arrangements 61 Capital Expenditures on Income Properties 64 Properties Under Development 65 Residential Inventory 75 76 Mortgages and Loans Receivable 77 CAPITAL RESOURCES AND LIQUIDITY Liquidity and Cash Management 77 Capital Management Framework 77 Debt Metrics 77 Credit Ratings 79 Capital Structure 80 Debentures Payable 80 Mortgages Payable 81 Lines of Credit and Other Bank Loans 83 Total Debt Profile 83 Liquidity 84 Guarantees 86 86 87 88 88 90 93 94 95 Hedging Activities Trust Units Preferred Units Distributions to Unitholders QUARTERLY RESULTS AND TREND ANALYSIS SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES FUTURE CHANGES IN ACCOUNTING POLCIES DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING 96 RELATED PARTY TRANSACTIONS 96 RISKS AND UNCERTAINTIES 27 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 (Q4 2017 and 2017, respectively). This MD&A is dated February 13, 2018 and should be read in conjunction with our annual audited consolidated financial statements and related notes for the year ended December 31, 2017 (2017 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 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 operations only, amounts are in thousands of Canadian dollars and 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 the 2017 Financial Highlights, Business Overview, Outlook and Strategy, Asset Profile and Capital Resources and Liquidity sections, 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 the following 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 the Risks and Uncertainties section 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; potential changes in Ontario's rent control legislation; access to debt and equity capital; interest rate and financing risk; joint ventures and partnerships; the relative illiquidity of real property, the timing and ability of RioCan to sell certain properties; the valuations to be realized on property sales relative to current IFRS values; and the Trust's ability to utilize the capital gain refund mechanism; 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. 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 depended 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 did not distribute any withholding taxes paid or payable to our unitholders related to the disposition. Should RioCan’s U.S. subsidiary no longer qualify as a U.S. REIT for U.S. tax purposes prior to May 25, 2016, certain statements contained in this MD&A may need to be modified. 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; the availability of investment opportunities for growth in Canada; and the timing and ability for RioCan to sell certain properties, the valuations to be realized on property sales relative to current IFRS values, and the Trust's ability to utilize the capital gain refund mechanism. 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. 28 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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 $13.9 billion at December 31, 2017. RioCan is a fully integrated REIT that owns, manages and develops high quality retail-focused, increasingly mixed-use properties in Canada’s largest retail focused portfolio with ownership interests in 289 retail and mixed-use properties, including 17 properties under development, containing an aggregate net leasable area (NLA) of 44,099,000 square feet. RioCan's property portfolio includes grocery anchored, new format retail, urban retail, mixed-use and non-grocery anchored centres, of which 236 properties are 100% owned (233 income properties and 3 properties under development) and 53 are co- owned and governed by co-ownership agreements (including 14 properties under development). RioCan’s primary co-ownership arrangements are with Allied Properties REIT (Allied); Canada Pension Plan Investment Board (CPPIB); KingSett Capital (KingSett); Tanger Factory Outlet Centres, Inc. (Tanger); and Trinity Development Group (Trinity). In addition, the Trust also owns partial interests in 13 properties through joint ventures with Hudson's Bay Company (HBC) and Marketvest Corporation/Dale-Vest Corporation which are included in our equity accounted investments in the 2017 Annual Consolidated Financial Statements. Operating results For the year ended December 31, 2017, RioCan reported net income per unit of $2.18 and FFO per unit of $1.79, with FFO per unit growth of 6.3% from 2016. Operationally, the Trust reported same property NOI growth of 2.1%, its highest annual same property NOI growth since 2010, and 849,000 square feet of completed developments, all at RioCan's interest. Same property NOI for RioCan's properties in Canada's six major markets increased by 2.2% as compared to same property NOI growth of 1.7% by its secondary markets properties. Committed occupancy and in-place occupancy remained high at 96.6% and 95.6%, respectively, despite Sears store closures which accounted for 0.8% of the Trust's NLA as of September 30, 2017. The Trust's major markets properties' committed occupancy was 97.6% as of December 31, 2017,1.1% higher than as of December 31, 2016. RioCan continues to report strong results in Q4 2017 with net income per unit of $0.64 and FFO per unit of $0.44, with FFO per unit growth of 9.3% from Q4 2016. With respect to operating performance, the Trust reported same property NOI growth of 2.9%, its highest quarterly same property NOI growth since Q4 2010. Same property NOI for RioCan's properties in Canada's six major markets increased by 3.0% as compared to same property NOI growth of 2.6% by its secondary markets properties. In addition 117,000 square feet of developments were completed during the quarter, all at RioCan's interest. Based on annualized rental revenues as of December 31, 2017, 76.1% of the Trust's annualized rent revenue is generated from Canada's six major markets, including 40.9% from the Greater Toronto Area (GTA), each increased by 0.9% from the same measures as of September 30, 2017. On a NLA basis, 70.3% of the Trust’s income producing properties NLA is in Canada's six major markets, an increase of 1.6% as compared to 68.7% as of September 30, 2017. NLA from the GTA accounts for 34.9% of the Trust's NLA as of December 31, 2017, an increase of 0.7% from 34.2% as of September 30, 2017. All of our development properties are located in the six Canadian major markets. RioCan is making significant progress on the re-leasing of the former Sears premises, with leases completed or in the final stages of negotiation, which will generate approximately 130% of the lost annual rental revenue while representing 320,000 square feet (at RioCan’s interest) or 84% of the vacated Sears space. Progress on Acceleration of Canadian Major Markets Focus On October 2, 2017, the Trust announced its plan to accelerate its portfolio focus in Canada’s six major markets through the sale of approximately 100 properties located primarily in secondary markets across Canada over the next two to three years. Refer to the Strategy section of this MD&A for further details. As of February 13, 2018, four months since the strategy's announcement, the Trust has either completed or entered into firm agreements to sell $511.9 million of properties in secondary markets at a weighted average capitalization rate of 6.07% based on in-place net operating income (NOI), representing approximately 25% of the announced disposition target. The deals consist of the following: • • • A firm agreement to sell seven properties to CT REIT in Hamilton, Orillia, Sudbury, Collingwood and St. Catharines in Ontario, Oliver, British Columbia and Yorkton, Saskatchewan at an aggregate sale price of $200.0 million and a weighted average capitalization rate of 6.12% based on in-place NOI. The sale of five properties were closed in December 2017 at a sales price of $135.2 million, with $21.7 million of mortgages repaid on closing. The sales of the remaining two properties are expected to be completed during the first quarter of 2018. The sale of a 50% non-managing interest of a property in Fredericton, New Brunswick in December 2017 to the property's co-owner for a sale price of $10.0 million at a capitalization rate of 10.20% based on in-place NOI. RioCan provided a vendor take-back mortgage of $2.5 million. A firm agreement to sell two properties in Kelowna and Vernon in British Columbia at a sale price of $85.0 million at a weighted average capitalization rate of 5.45% based on in-place NOI, subject to customary closing conditions. On the expected closing date in the first quarter of 2018, the buyer will assume the mortgage payable of $32.7 million and RioCan will provide a vendor take-back mortgage of $7.5 million. 29 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS • A firm agreement to sell four properties in Flamborough, Guelph and Orangeville in Ontario and in Duncan, British Columbia for a sale price of $216.9 million at a weighted average capitalization rate of 6.06% based on in-place NOI, with $67.5 million of mortgages payable to be repaid upon expected deal closing in April 2018. In addition to the above $511.9 million closed and firm deals, the Trust has also entered into three conditional agreements as of February 13, 2018 to sell five properties in Ontario and Quebec for aggregate sale proceeds of $58.0 million at a weighted average capitalization rate of 6.66%. Should these firm and conditional transactions close by the end of the second quarter in 2018, as currently contemplated, the Trust would have completed the sale of 19 properties for aggregate sale proceeds of $569.9 million or approximately 28% of our disposition target by sales proceeds, at a weighted average capitalization rate of 6.13%. The aggregate proceeds from the sale of these properties are in line with the Trust's IFRS valuations. The net proceeds from the dispositions have been, and are expected to be, used to pay down debt, fund unit repurchases through RioCan’s Normal Course Issuer Bid (NCIB) program and fund the Trust’s development activities. Since the renewal of the NCIB program on October 20, 2017 and as of December 31, 2017, RioCan has purchased and cancelled 3.9 million Trust units at an average purchase price of $25.30 per unit for a total cost of $99.6 million. To maximize the effectiveness of the Trust's NCIB program, the Trust suspended its DRIP program effective November 1, 2017, as announced on October 2, 2017. Additional Capital Recycling As part of RioCan's ongoing capital recycling program, RioCan completed additional income producing property dispositions totalling $149.6 million in 2017, consisting of: • • • Sale of its Cambie Street property in Vancouver, British Columbia on June 29, 2017, for a sale price of $94.2 million at a capitalization rate of 3.29%. There was no debt relating to the disposition. Sale of a portfolio of six chartered bank branches located in British Columbia on August 3, 2017, at a sales price of $30.3 million and a capitalization rate of 3.72%. There was no debt relating to the disposition. Sale of a partnership interest for sale proceeds of $25.1 million in Q1 2017. Also, RioCan sold a portion of its available-for-sale marketable securities and recognized gains of $10.5 million in Q4 2017 and $46.0 million for the year ended December 31, 2017. Development Progress and Strategic Alliances RioCan's development program is a significant component of its growth strategy to unlock the intrinsic value of its existing properties through redevelopment and intensification and deliver strong net asset value ("NAV" ) growth to its unitholders. During 2017, RioCan continued to make significant progress in advancing its development program, notably: • • Project completions - completed 0.8 million square feet of projects with $224.3 million costs transferred to income producing properties. Notably, the Trust substantially completed the Sage Hill development, a 380,000 square foot new format centre located in a growing residential suburb in northwest Calgary. This project is co-owned with KingSett Capital on a 50/50 basis. The 32 acre development site is anchored by Walmart and Calgary’s first Loblaws City Market banner, with an excellent mix of strong national (London Drugs, Dollarama, Scotiabank, McDonalds, Royal Bank of Canada) and high quality regional retailers. Zoning approvals and development pipeline - obtained 4.5 million square feet (at RioCan's interest) of zoning approvals in 2017 including the zoning approvals for The Well in Toronto, Westgate and Elmvale in Ottawa, Millwoods in Edmonton and Southland in Calgary. The Trust continues to identify new intensification opportunities and expand its development pipeline, while maintaining prudent capital management. As of December 31, 2017, the Trust has identified approximately 26.3 million square feet of development pipeline (at RioCan's interests), of which 46.7% is already zoned and another 20.1% with zoning applications submitted. • Project and leasing progress - Several large projects are progressing as planned and are scheduled to be completed by the end of 2018 or early 2019, including but not limited to: Yonge Eglinton Northeast Corner Condominium - the 623 unit fully pre-sold landmark condominium project located at the intersection of the Yonge-Bloor subway and the new Eglinton Crosstown light rail transit line ("Eglinton LRT") in Toronto; 50/50 co-owned by RioCan and Metropia/Bazis; Yonge Eglinton Northeast Corner Residential Rental - a 466 residential rental unit project, including 65 residential rental replacement units and retail and office space with underground access to the Yonge-Bloor subway and the new Eglinton LRT in Toronto; 50/50 co-owned by RioCan and Metropia/Bazis; and King & Portland - a mixed-use project in the trendy Toronto King West neighbourhood. In September 2017, RioCan and its 50% partner Allied Properties Real Estate Investment Trust ("Allied") seized the market trend and changed the originally contemplated residential rental component to condominium units, 100% of which were subsequently sold with profitability well ahead of initial estimate. The project's office component is 100% leased and the retail component is currently 44% leased with the remaining 7,000 square feet expected to be leased upon completion. The Trust continues to make good progress on other developments such as Sheppard Centre, 491 College Street and Bathurst College Centre, all located in urban Toronto and scheduled for full or phased completion in 2018. 30 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS • New strategic alliances - Part of the strength in RioCan's development program is its ability to attract well-established partners with proven track records and residential development expertise. During 2017, RioCan entered into strategic alliances with select new partners through the sale of partial interests in several development projects. Such strategic alliances not only reduce the Trust's development risks but also crystallize the value of zoned density and generate NAV growth for unitholders. Gloucester Residential - a new 50/50 joint venture with Killam Apartment Real Estate Investment Trust ("Killam") formed on April 21, 2017 to redevelop an income producing property on the new Confederation LRT Line in Ottawa into a residential community with four residential towers containing up to 840 units (at 100%); Sunnybrook Plaza - a new 50/50 joint venture with Concert Real Estate Corporation ("Concert") formed on June 14, 2017 to redevelop an income producing property located on the new Eglinton LRT route in Toronto into a 16-storey and an 11-storey mixed-use project; and Yorkville - a new partner Capital Developments ("CD") acquired a 25% interest in the project on October 12, 2017, resulting in a 50/25/25 joint venture among RioCan, Metropia and CD. The project is located in the prestigious Toronto Yorkville neighborhood with the potential for approximately half a million square feet of luxury condominiums, retail uses and up to 82 residential rental replacement units. As of February 13, 2018, the partners have completed acquisitions of adjacent properties substantially required for the intensification project. RioCan has agreed to purchase the partners' interest in the retail portion upon project completion at a 6% capitalization rate and has the right of first opportunity to acquire the residential rental replacement units. This will provide further NAV growth to the Trust's unitholders. Brentwood Village - On November 23, 2017, RioCan completed the sale of a 50% interest in a discrete portion of its Brentwood Village property in Calgary, Alberta to Boardwalk Real Estate Investment Trust ("Boardwalk") for total proceeds, including certain cost recoveries, of $4.8 million (50% interest). The co-owners plan to develop this discrete portion of the property into a mixed-use project with 163 residential rental units plus retail space. RioCan continues to own 100% of the main portion of the property including existing retail and future density. • Building on existing strategic alliances - RioCan continues to build on and re-align our existing strategic alliances with our partners when opportunities arise for similar reasons as noted earlier for new strategic alliances. Yonge Eglinton Northeast Corner - On July 5, 2017, RioCan entered into an agreement with its partner to purchase the remaining 50% interest in the rental residential tower of the landmark, mixed-use, transit oriented project. The purchase price is based on costs plus $10.0 million upon closing (which is estimated in the first quarter of 2019), subject to final costs amount. RioCan also has an agreement to acquire the remaining 50% interest in the retail component of the project at a purchase price based on a 7% capitalization rate and the stabilized net operating income upon completion in 2019. Both deals will provide RioCan further NAV growth potential upon deal closings. The Well - On October 5, 2017, RioCan and its partner Allied acquired Whitecastle New Urban Fund 2's ("WNUF 2") undivided 20% interest in the commercial component of The Well, the large-scale landmark mixed- use development in downtown Toronto. As a result of this transaction, both Allied and RioCan each own an undivided 50% interest in the commercial component of the project. Windfield Townhouse Development - On October 27, 2017, RioCan formed a 50/50 joint venture with Tribute Communities ("Tribute") to develop 551 townhouses in several phases on approximately 31 acres at RioCan's Windfields Farm development property in Oshawa, Ontario. 166 of the 170 units released in phase one and 14 of the 94 units in phase two have been sold. 740 Dupont - On December 15, 2017, RioCan completed the sale of a 50% interest in its 740 Dupont Avenue mixed-use development project in Toronto, Ontario to Woodbourne Canada Partners ("Woodbourne") for total proceeds, including certain cost recoveries, of $9.4 million (50% interest). The mixed-use project will consist of 210 residential rental units plus retail space. Woodbourne is also the Trust's 50% partner in the Trust's largest 584-unit residential rental development - residential Building 6 at The Well in downtown Toronto. E2 Condos at Yonge & Eglinton - On December 11, 2017, RioCan acquired a 10% interest in E2 Condos, a development adjacent to the Trust's residential rental project at the northeast corner of Yonge and Eglinton. RioCan will invest a total of $3.0 million and will participate in project profits and earn fees for easement rights. During Q4 2017, RioCan contributed $1.4 million to the project. Capital Management and Distribution Increase During 2017, the Trust continued to exercise sound capital management. As of December 31, 2017, RioCan's debt to total assets remained low at 41.4% on a proportionate share basis. All debt metrics as discussed in the Debt Metrics section of this MD&A outperformed the Trust's targets. Notably, the Trust's Debt to Adjusted EBITDA ratio further improved to 7.57x for the year from 8.10x as of December 31, 2016. The Trust has a significant unencumbered asset pool of $7.7 billion as of December 31, 2017 that generates 56.7% of RioCan's annualized NOI as of December 31, 2017. In addition, RioCan's unencumbered assets to unencumbered debt ratio stood at 226%, well above our 200% target. During 2017, RioCan continued to expand and access multiple sources of capital at competitive rates. 31 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Debenture RioCan issued $300 million of 5.75-year Series Y senior unsecured debentures on January 16, 2017, at a price of $999.97 per $1,000 principal amount with an effective yield of 2.831% if held to maturity, and $300 million of 4-year Series Z senior unsecured debentures on April 10, 2017 at 2.194%. RioCan also redeemed, in full, its $150 million 3.80% Series P senior unsecured debentures on March 1, 2017 in accordance with its terms. On January 31, 2018, the Trust issued $300 million of Series AA senior unsecured debentures, which mature on September 29, 2023 and carry a coupon rate of 3.209%. The interest on these debentures is payable semi-annually commencing September 29, 2018. The debentures were sold at a price of $999.95 per $1,000 principal amount with an effective yield of 3.209% if held to maturity. The net proceeds were used to fund development activities, property acquisitions, repayment of certain indebtedness and other general trust purposes. The Series AA debentures can be redeemed in whole or in part at par on or after August 29, 2023 prior to maturity. Unsecured Credit Facilities On April 25, 2017, the Trust exercised its option to extend the maturity date on its $1 billion revolving unsecured operating credit facility to May 31, 2022. All other terms and conditions remained the same. On October 31, 2017, the Trust entered into a $200 million non-revolving unsecured credit facility with two financial institutions (consisting of a Schedule I and a Schedule III bank), maturing January 31, 2023 bearing interest at a rate of Bankers' Acceptances plus 110 basis points per annum. In addition, the Trust entered into a $100 million non-revolving unsecured credit facility on December 27, 2017 with a Schedule I bank, maturing December 27, 2019 bearing interest at a rate of Bankers' Acceptances plus 100 basis points per annum. The second facility provided the Trust with an option to increase the facility by up to $50 million with the addition of a lender. As of December 31, 2017, the Trust has drawn $300 million on the two non-revolving unsecured credit facilities. Subsequent to year end, the Trust exercised its option and borrowed an additional $50 million from a Schedule III bank under the second facility. The $300 million in total draws on the non-revolving unsecured credit facilities as of December 31, 2017 were used to pay down the Trust's revolving unsecured operating line of credit and mortgages payable. The agreements governing these non-revolving unsecured credit facilities require the Trust to maintain certain financial covenants similar to those of RioCan's $1 billion revolving unsecured operating line of credit. Preferred units On June 30, 2017, the Trust exercised its option to redeem all 5.98 million outstanding Series C preferred trust units for total redemption proceeds of $149.5 million. Distribution Increase As announced on December 1, 2017, the Trust increased its annual distribution to unitholders by $0.03 per unit or 2.1% to $1.44 per unit effective January 1, 2018. Outlook Canada's economy demonstrated stronger than anticipated growth in 2017. This growth, together with a positive outlook resulted in the Bank of Canada easing on its accommodative stance and increasing the overnight interest rate by 50 basis points in 2017 to 1.0%. In its January 2018 meeting, the Bank of Canada increased the overnight rate by an additional 25 basis points to 1.25%. It is generally expected that the Bank of Canada will continue with its stance on monetary tightening with further hike(s) to interest rates in 2018, even though there are general economic concerns and uncertainties regarding the potential outcome of the North American Free Trade Agreement (NAFTA) negotiations between Canada, the U.S. and Mexico. We are well-positioned to withstand an increasing interest rate environment through our low leverage and staggered portfolio of debt maturities, with no more than 18% of our overall debt maturing in any one year over the next five years. Energy prices have largely appeared to have stabilized, however there remains some uncertainty about the strength of the recent recovery. The U.S. economy has also posted positive indicators for economic growth and employment levels have improved. It is generally believed that the U.S. Federal Reserve will gradually raise interest rates over the next twelve to eighteen months if the economy continues to grow. Overall, our large size and dominant position in Canada's six major markets from which 76.1% of our portfolio rental revenues are derived, leave us well-positioned to withstand the current retail environment. The announced acceleration of our major market strategy, which is further discussed in the Strategy section below, will increase our focus in these markets and is expected to further improve the quality, growth profile and resilience of our portfolio in the ever changing retail environment. In addition to the competitive advantage provided by RioCan's significant scale and six major markets presence, our resiliency is aided by the depth of our management team, our well diversified and stable portfolio, the portfolio's value creation potential through its development program, solid tenant base, flexible capital structure (evidenced by our ability to raise debt from a variety of sources and a large pool of unencumbered assets) and conservative borrowing practices. We expect continued organic growth over the long term including continued development deliveries from our development program. As the properties that were impacted by Target's departure are largely stabilized, we anticipate positive effects to same property net operating income (NOI) in 2018. However, this will be partially offset by increased interest expense as costs that were previously capitalized while such properties were classified as under redevelopment, will be expensed after completion of the redevelopment. For 2018, we expect to achieve same property NOI growth in the 2.0% to 3.0% target range assuming current market conditions prevail, although quarter to quarter results may vary. 32 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Macro Economic and Market Trends Canadian dollar The improvement in the economic environment and potential for further interest rates increases in Canada has resulted in an improvement for the Canadian dollar in 2017 relative to 2016. The Canadian dollar has recently weakened versus the U.S. dollar given the heightened expectation of rising interest rates in the U.S. However, the prolonged weakness in the Canadian dollar, relative to that of the U.S. over the last few years, has negatively impacted retailers that import goods from the U.S. On the other hand, there may be some positive growth in retail sales resulting from fewer Canadians shopping in the U.S. Also, if the Canadian dollar remains relatively attractive, it may attract more tourists and foreign capital to Canada, and more specifically to Canada's major markets where we have a significant presence. Alberta economy Low energy prices in 2017 caused a sharp economic contraction in Alberta. Despite Alberta's attempts to diversify into non- energy dependent sectors, the province is dependent on the energy resource sectors. Oil prices have recovered to an extent in recent months and we would anticipate a continued economic improvement in Alberta should oil prices continue to recover. Recent economic forecasts suggest that the economic recovery in Alberta will continue to progress with signs of renewed investment in the province's energy sectors and improving employment results. Furthermore, recent retail sales data as measured on a per capita basis has been solid, and consumer confidence is growing, as the economy in Alberta adjusts to the current environment. Occupancy rates in our Alberta portfolio remain amongst the highest in our portfolio at approximately 98% and valuations for RioCan's high quality, well-located assets in Alberta also remain strong. Notwithstanding, the regional economy is sensitive to energy prices and if weakness returns to oil prices, the headwinds will likely persist with potential to further impact retail and residential markets. Interest rates The Bank of Canada increased the overnight interest rate in aggregate by 50 basis points to 1.0% in 2017 and, in their January 2018 meeting, raised the overnight interest rate by another 25 basis points to 1.25%. The Bank of Canada report noted that it expects inflation to remain close to its 2% target for the coming period. It is generally viewed that the Government of Canada bond yield curve has built in one or two more interest rate hikes in 2018. Despite the recent interest rate hikes and expectations for further modest rate increases, the interest rate environment remains relatively favorable in Canada in comparison to longer term historical levels. We will monitor the economy and real estate markets with a view to ensure that we continue to have adequate access to capital, either by way of debt, strategic asset dispositions or equity to meet our business requirements and to maximize financing opportunities as they become available. E-commerce We believe that the depth and breadth of our retail portfolio, especially in Canada's six major markets, makes us well positioned to withstand the effects of e-commerce on the overall retail market. 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 on-line sales capabilities. At the same time, urban population growth is generally out-pacing the overall population growth with higher barriers for e-commerce players to establish distribution centres in urban settings for the "last-mile" deliveries. Canada's geographic dispersion remains another challenge for e-commerce as it makes shipping and delivery costs more expensive. As a result, the penetration of e-commerce, while growing, has been more limited in Canada in comparison to that in the U.S. or Europe. Despite the negative impact of e-commerce on the traditional brick-and-mortar retailers, we believe that 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 on-line 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 on-line 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 on-line consumer spending, and in Canada, most on-line grocery orders are filled at the store level rather than through a distribution warehouse. The Amazon acquisition of Whole Foods in August 2017 validates the need for a physical retail presence, particularly in the grocery segment of the retail market. RioCan continues to pro-actively bolster its portfolio through a greater focus on national and grocery anchor tenants and an improved overall shopping experience. 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'. We have been evolving our tenant mix to increase our tenants in these sectors which tend to be less impacted by e-commerce. Refer to Tenant Profile section of this MD&A for an overview of our tenant mix. Our residential strategy further addresses these trends, in part, as it not only re-purposes the existing retail, but also focuses on the service component on today’s changing retail landscape. 33 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Canadian retail environment We expect fundamentals in Canadian retail real estate to remain steady in 2018, particularly necessity-based retail, value retail, and service and experience oriented retail such as restaurants and entertainment. As the retail landscape continues to evolve, innovative responses to reorienting retail spaces in order to create value are evident in today’s marketplace. For locations which are centrally located in high demand areas, the integration or change in use can, in fact, maximize the value of the real estate and enhance the productivity of the space. A good example of this is Hudson Bay’s announcement in 2017 to re-purpose its excess retail space to office space for lease in certain of its prime locations. The Target departure, Sears and other announced store closures that have occurred over the past two to three years have contributed to the overall negative market sentiment towards retail real estate and created a more cautious environment for retailers. However, relative to the U.S retail markets, the fundamentally lower retail space per capita in Canada, tighter controlled municipal zoning bylaws, and higher distribution costs in Canada given its geographic diversity, as well as sound retail tenant base with solid financial strength, will benefit the retail real estate market in Canada over the long run as tenants and landlords adapt to the changing retail environment. The recent store closures by Sears Canada are not expected to have a material impact on RioCan operations, but they are expected to dampen overall market sentiment towards retail real estate and put further pressure on leasing and rent growth in secondary market assets, which further supports the Trust's strategy to accelerate its major markets focus. In Q4 2017, RioCan and its partner Hudson Bay Company secured a surrender agreement with Sears Canada Inc. for its location at RioCan Oakville Place, in Oakville, Ontario. By terminating the long-term lease with Sears, the co-owners gained the ability to re-tenant the premises with dynamic retailers at current market rents. The lease surrender agreement also removes development restrictions held by Sears which will allow the co-owners to pursue potential intensification at the site given its close proximity to the Queen Elizabeth Highway and a Go Transit Station. In addition, at Garden City Shopping Centre in Winnipeg, Manitoba, RioCan and its partner (Bayfield Realty Advisors) acquired the freehold interest in the Sears location. The acquisition of the Sears premises provides the co-owners the opportunity to replace the defunct anchor with dynamic retailers that will enhance the performance of the recently renovated Centre, and unlocks existing density on the site that will permit further commercial development. Strategy Acceleration of Canadian major markets focus On October 2, 2017, RioCan announced its plan to accelerate its portfolio focus in Canada’s six major markets through the sale of approximately 100 of its properties located primarily in secondary markets across Canada over the next two to three years. On completion, RioCan expects to generate in excess of 90% of its annualized rental revenue from Canada’s six major markets (currently 76.1%). This strategy will further enhance the quality, growth profile and resilience of the Trust’s portfolio of retail focused, increasingly mixed-use properties located in prime, high density, transit oriented areas where Canadians want to shop, live and work. With the recent announcement, our Canadian growth strategy has evolved to now entail the following: • The sale of over $2.0 billion of income properties primarily located in Canada’s secondary markets, including certain non- core assets in major markets, representing approximately 100 of RioCan’s properties to be sold in phases over the next two to three years. The sales are expected to generate total net proceeds of approximately $1.5 billion; • Repurchase and cancellation of the Trust’s units through the Trust’s Normal Course Issuer Bid (NCIB) program while maintaining its strong credit fundamentals. It is estimated that approximately half of the net proceeds from the sales of properties will be used for its NCIB program; • Suspension of its Distribution Reinvestment Plan (DRIP) effective November 1, 2017, in order to maximize the effectiveness of the NCIB; • Continued investment of approximately $300 million to $400 million per year into RioCan’s robust development program, which is focused exclusively in Canada’s six major markets and focused on commercial and mixed-use projects, including a residential intensification program that includes purpose-built, transit-oriented projects seeking to capitalize on our development capabilities and unlock the intrinsic values of our existing properties that are located in high growth and high population hubs of Canadian major markets; • • Achievement of strong organic growth by leveraging our existing strengths, such as our strong relationships with high quality tenants and partners, our economies of scale, diversity and experience; and Financial strength through prudent capital management ensuring continued access to cost effective and diversified capital in support of our investment and development strategies, such as our $1 billion revolving unsecured operating line of credit. RioCan intends to complete the aforementioned sales in a targeted and phased approach over the next two to three years, which will help mitigate the risks associated with the sale of a portfolio of this size. Given the preliminary nature of these planned dispositions and the flexibility that the Trust intends to maintain over the disposition process, there can be no assurance regarding the timing or expected proceeds of the planned asset sales. In the four months since the October 2017 announcement, RioCan has successfully completed or entered into firm agreements to sell approximately $511.9 million of properties in secondary markets representing approximately 25% of the announced disposition target. In addition, the Trust has entered into three conditional agreements as of February 13, 2018 to sell five properties in Ontario and Quebec for total sale proceeds of $58.0 million. The expected $569.9 million aggregate proceeds from 34 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS the sale of these assets are in line with the Trust's IFRS valuations. Refer to Business Overview section of this MD&A for details on the closed, firm or conditional transactions. RioCan has also since purchased and cancelled 3.9 million units at an average purchase price of $25.30 per unit at a total cost of $99.6 million. Mixed-Use Residential Development and NAV Growth Over the past 24 years, we have accumulated a robust portfolio of income producing properties with significant redevelopment potential that are strategically situated on or near existing or government approved transit lines. We are focused on optimizing the value of our existing properties through our development program, diversifying our portfolio into residential real estate, and advancing our development pipeline to deliver FFO and NAV growth to our unitholders and value to our tenants and meet the evolving needs of the communities we serve. RioCan is committed to ensuring that individual properties in our 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. The Trust will continue to pursue a disciplined approach to our development program with a focus on major urban markets. The markets of Toronto, Calgary, and Ottawa are the principal focus of the Trust's development program. 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. Furthermore, RioCan will continue to build our team to carry forward the residential development initiative as it 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 either new or existing partners that have residential development and management expertise on a property-by- property basis. Acquisitions There is greater competition for acquisitions of income producing properties 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 of income producing properties 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 income producing property 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. In addition, the Trust will evaluate and seize opportunities to acquire selective sites suitable for development, such as our recent acquisitions of properties in the prestigious Yorkville neighbourhood of Toronto to potentially develop into 0.5 million square feet of luxury condominiums, retail uses and 71 residential rental replacement units. Such acquisitions for development purpose will be very selective and will have to meet our investment criteria and fit into our overall development program. 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. 35 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Sustainability Embedding Sustainability Sustainability is another key component of RioCan's strategy. The Trust's objective for sustainability is to be among the leaders in embedding sustainability practices in its business model. To the Trust, embedding sustainability means that it enhances its business model and management approaches and incorporates sustainability in developments, operations, investment activities and corporate functions. RioCan's platform for sustainability focuses on three areas. To achieve the sustainability vision, RioCan has centered on people, community and environmental leadership. 2017 was the Trust's first year of implementing its sustainability policy and it has made significant progress on its sustainability plan, achieving its milestones. Key accomplishments this year include: • • • • Formalization of a sustainability policy; Participation in the Global Real Estate Sustainability Benchmark ("GRESB") Survey for the first time; Inclusion of a new performance indicator for Management within our performance evaluation and goals. The specific indicator is to improve year over year sustainability performance of our portfolio; Implementation of sustainability guidelines for development projects and existing properties; • Collection of employee feedback on sustainability drivers via an engagement survey; • • • • Establishment of a baseline for sustainability: energy intensity, water intensity and Greenhouse Gas ("GHG") emissions. RioCan's GHG emissions and energy consumptions both decreased from 2015 to 2016 (i); Establishment of sustainability standards in our development projects; the Trust is planning for Toronto Green Standard (TGS) Tier II for its The Well and Sunnybrook Plaza projects and is pursuing LEED Gold & TGS Tier II for its Yonge Sheppard Centre project. Teaming with Enwave Energy Corporation (“Enwave”) and our partner Allied to extend Enwave’s existing deep lake water cooling and hot water distribution networks by building a new energy storage facility housed at The Well in downtown Toronto. The thermal energy storage facility will store 12 million-litres of temperature-controlled water fed by Enwave’s existing deep lake water cooling system and a newly developed hot water loop. It will provide the first low-carbon, resilient cooling and heating option for energy within the property and to the surrounding communities; and Incorporation of a geothermal energy system for heating and cooling at Gloucester Residential development in Ottawa with Killam, which is under construction and estimated to be completed in 2019. (i) Energy consumption data was compiled using the recoverable utility account invoices. GHG emissions were calculated based on the direct energy (e.g., natural gas) and indirect energy (e.g., electricity) consumed at RioCan properties. Properties where RioCan owned less than a 25% share were not included in calculating the energy consumption and GHG emissions. RioCan's sustainability focus in 2018 will be sustainability performance measurement and further engaging the various stakeholder groups such as employees, tenants, partners, investors and communities. As an owner, operator and developer of a large real estate portfolio, RioCan has the responsibility to consider the sustainability impacts of our activities and find opportunities to improve. Sustainability Governance RioCan's Sustainability Steering Committee is comprised of cross functional executive and leadership team members that oversee the sustainability strategy implementation and drive performance improvements. Steering Committee members sponsor and provide guidance on sustainability initiatives within the organization and enable performance measurement. In addition, RioCan has a dedicated environmental and sustainability team to manage day-to-day sustainability strategy implementation. For RioCan's sustainability policy and additional information about its sustainability strategy and plan, visit RioCan's web site under Social Responsibility. 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 2017 Annual Consolidated Financial Statements. In connection with the sale of our U.S. assets in 2016, the net income associated with our former U.S. geographic segment is presented as a single line in the consolidated statements of income as discontinued operations. 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 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 36 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 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) issued a whitepaper in February 2017 prescribing revised definitions for certain non-GAAP financial measures of cash flow and operating performance commonly used by the Canadian real estate industry. RioCan has reviewed these guidelines and has adopted certain measures, where appropriate, commencing with our first quarter 2017 reporting. Further details are included below under the headings Funds From Operations (FFO) and Adjusted Cash Flow From Operations (ACFO). 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 whitepaper describing the intended use of FFO last revised in April 2014 and restated in February 2017. 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 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. RioCan regards FFO as a key measure of operating performance and as a key measure for determining the level of employee incentive based compensation. RioCan also uses FFO in assessing its distribution paying capacity. Effective January 1, 2017, we are no longer reporting Operating Funds From Operations (OFFO) as discussed in our 2016 Annual Report. As noted in the Future Changes in Accounting Policies section of this MD&A, the Trust intends to adopt the new standard IFRS 9 - Financial Instruments (“IFRS 9”) on the required effective date of January 1, 2018. One impact of adopting this new standard is that the unrealized gains or losses on available-for-sale marketable securities will be included in IFRS net income, whereas they are recorded in other comprehensive income in 2017 and prior years consolidated financial statements. Based on FFO definition currently set forth by REALpac, which was revised in April 2014 and restated in February 2017 before the effective date of this new accounting standard, the unrealized gains or losses on available-for-sale marketable securities would be included in FFO, as a result of adopting IFRS 9. However, the Trust believes that including such unrealized gains or losses on available-for-sale marketable securities in FFO does not represent the recurring operating performance of the Trust. As a result, effective January 1, 2018 when the Trust adopts the IFRS 9, RioCan’s method of calculating FFO starting in 2018 will be in compliance with REALpac’s definition of FFO except that RioCan will exclude these unrealized gains or losses on available-for-sale marketable securities in its calculation of FFO. For further clarity, RioCan will continue to include realized gains or losses on available-for- sale marketable securities in its calculation of FFO as it has been based on the REALpac’s definition of FFO. Adjusted Cash Flows From Operations (ACFO) In February 2017, REALpac issued a whitepaper, introducing a new non-GAAP measure called Adjusted Cash Flow from Operations (ACFO), which is intended as a measure for sustainable economic cash flow available for distributions. RioCan has reviewed the whitepaper guideline and adopted ACFO as a supplementary non-GAAP measure of sustainable cash flow and has no longer reported the previously reported adjusted funds from operations (AFFO), effective January 1, 2017. ACFO is used by management as an input, together with FFO, in assessing RioCan's distribution payout ratios. ACFO is computed as cash provided by (used in) operating activities per the IFRS consolidated statement of cash flows plus, but not limited to, the following adjustments: • • • includes adjustments for certain working capital items that are not considered indicative of sustainable economic cash flow available for distribution. Examples include, but are not limited to, working capital changes relating to the following: residential inventory and developments, prepaid realty taxes and insurance, interest payable and receivable, sales and other indirect taxes payable to or receivable from applicable governments, income taxes payable and receivable and transaction cost accruals relating to acquisitions and dispositions; includes cash distributions from equity accounted for investments; adds back transaction-related income statement expenses associated with dispositions and acquisitions; 37 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS • • • includes realized gains or losses on available-for-sale marketable securities; adds back taxes relating to non-operating activities, such as taxes relating to sale of our U.S. portfolio in 2016; deducts 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 a further description of normalized capital expenditures); and • adds back internal leasing costs relating to development projects. The REALpac ACFO definition effectively includes working capital fluctuations relating to recurring operating activities in ACFO, such as working capital changes relating to trade accounts receivable and trade accounts payable and accrued liabilities. This, in management's view, introduces greater fluctuations in quarterly and twelve-month trailing ACFO. As a result, RioCan uses ACFO, together with FFO, in assessing its distribution payout ratios. ACFO should not be construed as an alternative to cash flows provided by or used in operating activities determined in accordance with IFRS. RioCan’s method of calculating ACFO is in accordance with REALpac’s recommendations, but may differ from other issuers' methods and, accordingly, may not be comparable to ACFO reported by other issuers. A reconciliation of ACFO to IFRS cash flow from operating activities is found under the Results of Operations section in this MD&A. The adoption of the IFRS 9 effective January 1, 2018, is not expected to have an impact on ACFO with respect to unrealized gains and losses on available-for-sale marketable securities. As a result, The Trust’s calculation of ACFO will continue to be in accordance with REALpac’s ACFO recommendations after the adoption of IFRS 9 effective January 1, 2018. RioCan does not report on the new earnings metric, adjusted funds from operations (New AFFO), as introduced by REALpac in February 2017. RioCan management does not use the New AFFO as a measure of its recurring operating performance and believes that the disclosures in the subsections "FFO", "ACFO" and "Net Operating Income (NOI)" included in the Results of Operations section in this MD&A provide sufficient information for readers to compute the New AFFO. Management has, therefore, opted not to report the New AFFO in order to reduce the number of non-GAAP measures reported in our MD&A. 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. RioCan does not obtain support from independent sources for its normalized capital expenditures but relies on internal diligence and expertise in arriving at this management estimate. RioCan’s long tenured management team has extensive experience in commercial real estate and in-depth knowledge of the property portfolio. As a result, RioCan believes that management is best suited to make the assessment of normalized capital expenditures without independent third party sources. 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. In determining the Trust’s 2017 normalized capital expenditures, the Trust used the above process and analyzed its historical seven to ten year actual maintenance capital expenditures for its Canadian income-producing properties. It determined the ten- year and seven-year average maintenance capital expenditures per square foot (PSF) were $1.16 PSF and $1.22 PSF, respectively. The analysis excluded revenue enhancing capital expenditures for reasons noted above. After giving consideration to a number of factors impacting these historical data points as discussed earlier in this section of the MD&A, management estimated $1.22 PSF as more representative of normalized maintenance capital expenditures on a going-forward basis which was within the historical seven to ten year average range. This rate was applied to the estimated 2017 Canadian income- producing NLA of 43.2 million square feet, resulting in the $52.5 million normalized capital expenditure estimate for 2017. For the year ended December 31, 2017, the Trust's maintenance capital expenditures amounted to $51.0 million, $1.5 million lower than the $52.5 million normalized capital expenditure estimate for the year. IFRS capital expenditures are further discussed and analyzed under the section Capital Expenditures on Income Properties in this MD&A. 38 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Given the Trust's announcement on October 2, 2017 to sell over $2.0 billion of income properties over the next two to three years with its acceleration of its major markets focus strategy, normalized capital expenditures are expected to decrease over the next two to three years as the Trust sells most of its secondary market properties. The Trusts' remaining properties located in Canada's six major markets tend to have higher tenant retention and lower average age, resulting in lower average maintenance capital expenditures on per square foot basis relative to the Trust's secondary markets properties. The Trust's income producing NLA is also expected to decrease as it sells secondary markets properties, as evidenced by the approximately 1.1 million square feet decrease in income producing NLA from September 30, 2017 to December 31, 2017 primarily as a result of sales of six secondary markets properties subsequent to the October 2017 announcement. As a result, the Trust determines that it is no longer reasonable to use its historical average approach in estimating its 2018 normalized capital expenditures. Instead, it uses its 2018 maintenance capital expenditure budget as its normalized capital expenditures for 2018, which amounts to $45.0 million, representing an average of $1.16 per square foot on a projected average income-producing NLA of 38.8 million square feet for the year. FFO and ACFO Payout Ratios FFO and ACFO payout ratios are supplementary non-GAAP measures of a REIT's distribution paying capacity. FFO and ACFO payout ratios are computed on a rolling twelve month basis by dividing total common unitholder distributions paid (including distributions paid under RioCan's distribution reinvestment program) by FFO and ACFO, respectively, over the same period. RioCan’s method of calculating FFO and ACFO payout ratios may differ from other issuers’ methods and, accordingly, may not be comparable to payout ratios reported by other issuers. As previously discussed, the REALpac ACFO definition includes net working capital increases and decreases relating to operating activities, which tend to fluctuate period over period in the normal course of business. In management's view, this tends to introduce greater fluctuations in three and twelve-month trailing ACFO calculations. As a result, RioCan management uses the FFO payout ratio in addition to the ACFO payout ratio in assessing its distribution paying capacity, as FFO is not subject to such working capital fluctuations. 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. The provisions of IFRIC 21 mainly relate to the timing of the liability recognition of certain U.S. property taxes. IFRIC 21 is, therefore, no longer applicable since the sale of our U.S. property portfolio in May 2016. 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 Property NOI Same property NOI is a non-GAAP financial measure used by RioCan to assess the period over period performance of those properties owned and operated by RioCan in both periods. In calculating same property NOI growth, NOI for the period is adjusted to remove the impact of lease cancellation fees and straight-line rent revenue in order to highlight the 'cash impact' of contractual rent increases embedded in the underlying lease agreements. 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 same property basis and the impact of capital investments. RioCan uses same property NOI growth as its primary measure of portfolio performance and we are no longer reporting same store NOI growth, effective January 1, 2017. Refer to our 2016 MD&A for further additional details. 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. 39 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS RioCan’s Proportionate Share 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 provide a more meaningful measure of financial performance with respect to the periods reported. 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, fair value gains and losses on investment properties, and unrealized gains or losses on available-for-sale marketable securities upon adoption of IFRS 9 effective January 1, 2018), 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. For greater clarity, realized gains and losses on the disposition of available-for-sale marketable securities have been and will continue to be included in Adjusted EBITDA for purposes of management assessing the Trust's ongoing ability to satisfy its obligations and service its debt after the adoption of IFRS 9 effective January 1, 2018. 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 Metrics section of this MD&A. Debt to Adjusted EBITDA Debt to adjusted EBITDA is a non-GAAP measure of our financial leverage calculated on a trailing twelve month basis and is 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 Metrics section of this MD&A on both a RioCan's proportionate share basis and using IFRS reported amounts. Debt Service Coverage Debt service coverage is a non-GAAP measure calculated on a trailing 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 trailing twelve month basis. Debt service coverage is calculated and presented in the Debt 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 calculated on a trailing 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 trailing twelve month basis. Interest coverage is calculated and presented in the Debt 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 calculated on a trailing 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 trailing twelve month basis. Fixed charge coverage is calculated and presented in the Debt Metrics section of this MD&A on both a RioCan's proportionate share basis and using IFRS reported amounts. Percentage of NOI generated from unencumbered assets Percentage of NOI generated from unencumbered assets is a non-GAAP measure defined as the annualized in-place NOI from unencumbered assets as of the end of a reporting period divided by total annualized NOI as of the end of the same reporting period. Unencumbered assets are investment properties that have not been pledged as security for debt. Unencumbered assets to unsecured debt The unencumbered asset to unsecured indebtedness ratio is a non-GAAP measure calculated as the carrying value of all investment properties that have not been pledged as security for debt divided by total unsecured indebtedness. 40 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Selected Annual Information (thousands of dollars, except where otherwise noted) Revenue Net income from continuing operations Net income FFO (i) ACFO (i) Weighted average common units outstanding – diluted (in thousands) Per unit basis (diluted) Net income from continuing operations Net income FFO (i) Common unitholder distributions Key Ratios Same property NOI growth (decline) % (i) Payout ratios for the twelve months ended December 31: FFO (i) (iv) ACFO (i) (iv) As at Total assets Total debt (ii) Debt to total assets (i) (iii) Debt to total assets (RioCan's proportionate share) (i) (iii) Interest coverage (RioCan's proportionate share) (i) (v) Debt to adjusted EBITDA (RioCan's proportionate share) (i) (v) Weighted average contractual interest rate Unencumbered assets to unsecured debt (i) % NOI generated from unencumbered assets (i) 2017 2016 2015 1,155,219 1,133,332 1,087,736 708,265 715,286 584,597 588,462 326,929 683,151 830,838 547,879 484,185 325,665 417,566 142,437 622,364 603,209 319,983 $ $ $ $ 2.16 2.18 1.79 1.41 $ $ $ $ 2.06 2.51 1.68 1.41 $ $ $ $ 1.26 0.40 1.94 1.41 2.1% 0.5% (1.8)% 78.8% 78.3% 83.6% 94.6% 72.7% 75.0% December 31, 2017 December 31, 2016 December 31, 2015 14,376,578 14,173,760 15,996,491 5,931,965 5,653,592 7,413,370 41.0% 41.4% 3.84 7.57 3.37% 226% 56.7% 39.7% 40.0% 3.36 8.10 3.54% 240% 49.5% 46.1% 46.3% 3.07 8.34 3.65% 166% 25.1% (i) 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 section in this MD&A. (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) Debt to total assets is a non-GAAP measure and is calculated as total debt less cash and cash equivalents, divided by total assets, excluding cash and cash equivalents. (iv) Calculated on a trailing twelve month basis. For further discussion of the Trust's FFO and ACFO payout ratios, refer to the sections FFO and ACFO in this MD&A. (v) Calculated on a trailing twelve month basis. Refer to the Debt Metrics section of this MD&A for further details. 41 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 2017 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, 2017 2016 2017 2016 $ 209,735 $ 178,472 $ 708,265 (62) (14,013) 7,021 Net income attributable to unitholders $ 209,673 $ 164,459 $ 715,286 Net income (loss) per unit attributable to unitholders (basic): Continuing operations Discontinued operations $ 0.64 $ — Net income per unit attributable to unitholders (basic) $ 0.64 $ Net income (loss) per unit attributable to unitholders (diluted): Continuing operations Discontinued operations $ 0.64 $ — Net income per unit attributable to unitholders (diluted) $ 0.64 $ 0.54 (0.04) 0.50 0.54 (0.04) 0.50 $ $ $ $ 2.16 0.02 2.18 2.16 0.02 2.18 $ $ $ $ $ $ 683,060 147,687 830,747 2.06 0.45 2.51 2.06 0.45 2.51 Continuing Operations 2017 Net income from continuing operations attributable to unitholders for the year ended December 31, 2017 is $708.3 million compared to $683.1 million during the same period in 2016, representing an increase of $25.2 million. Excluding $45.9 million lower fair value gains over the comparable period, net income from continuing operations attributable to unitholders for the year ended December 31, 2017 is $571.3 million compared to $500.2 million in 2016, representing an increase of $71.2 million or 14.2%. The increase of $71.2 million is largely the net effect of the following: • • • • • • $36.4 million of income primarily due to property acquisitions (net of dispositions), strong same property performance, completed developments, and higher lease cancellation fees; $31.9 million increase in gains related to the sale of available-for-sale marketable securities; $8.1 million in interest savings due mainly to lower average debt balances outstanding as a result of debt repayments using proceeds from the sale of the U.S. portfolio in 2016, and the refinancing of debt at lower interest rates; $5.7 million in higher income from our equity accounted investments; partly offset by $6.1 million in lower transaction gains due to a higher gain on the sale of an investment property during the third quarter of 2016; and $4.6 million less dividend income from available-for-sale marketable securities due to such sales since Q3 2016. For a discussion of fair value adjustments during the year ended December 31, 2017, refer to the Other income section of this MD&A. Q4 2017 Net income from continuing operations attributable to unitholders for the three months ended December 31, 2017 is $209.7 million compared to $178.5 million during the same period in 2016, representing an increase of $31.3 million. Excluding $26.6 million higher fair value gains over the comparable period, net income from continuing operations attributable to unitholders for the fourth quarter of 2017 is $138.7 million compared to $134.1 million in 2016, representing an increase of $4.6 million or 3.4%. The increase of $4.6 million is largely the net effect of the following: • • • • • • • $5.0 million of income primarily due to strong same property performance; $6.8 million increase in gains related to the sale of available-for-sale marketable securities; and $1.1 million in interest savings due to the same reasons as noted above for annual interest savings; partially offset by $4.1 million in higher general and administrative expenses primarily due to accelerated depreciation of certain management information systems; $2.6 million higher other costs as a result of a one-time fair market value adjustment to a loan receivable; $1.5 million less dividend income from available-for-sale marketable securities due to such sales since Q3 2016; and $0.7 million in lower income from equity accounted investments. For a discussion of fair value adjustments during the quarter, refer to the Other income section of this MD&A. 42 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Discontinued Operations 2017 Net income from discontinued operations attributable to unitholders for the year ended December 31, 2017 is $7.0 million compared to net income of $147.7 million in the same period in 2016, representing a decrease of $140.7 million. During May 2016, the Trust sold its U.S. property portfolio and discontinued its operations in the U.S. The net income of $7.0 million during 2017 includes the impact of a reversal of an accrual as a result of a lower settlement of a dispute with a former tenant located in the U.S., partial reversal of bad debt provisions based on receivable collections, positive post-closing working capital adjustments, general and administrative recoveries (state tax refunds) and current income tax recoveries as a result of foreign exchange translation and accrual adjustments. Q4 2017 Net loss from discontinued operations attributable to unitholders for the three months ended December 31, 2017 is $0.1 million this quarter compared to net loss of $14.0 million in the same period in 2016, representing an improvement in net income of $14.0 million from the prior period. The net loss in the comparable quarter in 2016 was the result of transaction costs accrual in connection with additional professional fees in connection with the disposition of the U.S. portfolio and current tax accrual including the impact of foreign exchange translation on accrued taxes payable. Operating Income The IFRS operating income for the three months and year ended December 31, 2017 and 2016 are as follows: (thousands of dollars) Revenue Rental revenue Property and asset management fees Residential inventory sales Operating costs Rental operating costs Recoverable under tenant leases Non-recoverable costs Residential inventory cost of sales Three months ended December 31, Year ended December 31, 2017 2016 2017 2016 $ $ $ 289,403 $ 285,257 $ 1,140,665 $ 1,103,884 3,823 — 2,968 3,353 14,554 — 13,186 16,262 293,226 $ 291,578 $ 1,155,219 $ 1,133,332 100,110 $ 101,058 $ 399,580 $ 397,776 5,353 — 105,463 5,233 4,550 110,841 18,270 — 417,850 19,684 16,188 433,648 699,684 Operating income $ 187,763 $ 180,737 $ 737,369 $ 2017 Operating income from continuing operations for the year ended December 31, 2017 is $737.4 million compared to $699.7 million during the same period in 2016, representing an increase of $37.7 million or 5.4%. The increase of $37.7 million is largely the net effect of the following: • • • • • • $16.3 million higher operating income mainly due to property acquisitions (net of dispositions); $13.6 million in same property operating income growth; $3.2 million higher lease cancellation fees; $2.8 million higher NOI from development projects completed that are not same property during the comparable periods; $1.4 million higher property and management fee revenue; and $0.5 million in higher straight-line rent. Q4 2017 Operating income from continuing operations for the three months ended December 31, 2017 is $187.8 million compared to $180.7 million during the same period in 2016, representing an increase of $7.0 million or 3.9%. The increase of $7.0 million is largely the net effect of the following: • • • • • • • $4.9 million of same property operating income growth; $3.2 million higher lease cancellation fees; $1.2 million higher income due to inventory losses recognized in Q4 2016 due to timing of the cost of sales; $0.9 million higher property and management fee revenue; partly offset by $2.4 million in lower straight-line rent; $0.4 million lower operating income mainly due to property dispositions (net of acquisition); and $0.4 million lower NOI from development projects completed that are not same property during the comparable periods. 43 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS For the fourth quarter 2017 and 2016 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 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 three months and year ended December 31, 2017 and 2016 is as follows: (thousands of dollars) Operating income (i) Adjusted for the following: Three months ended December 31, Year ended December 31, 2017 2016 2017 2016 $ 187,763 $ 180,737 $ 737,369 $ 699,684 Property and asset management fees (3,823) (2,968) (14,554) (13,186) Residential inventory Sales Cost of sales NOI 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: Rental income (excluding straight-line rent) Straight-line rent Property operating costs Other (ii) — — (3,353) 4,550 — — $ 183,940 $ 178,966 $ 722,815 $ (16,262) 16,188 686,424 63.1% 62.7% 63.2% 62.1% 3,195 3,160 412 (377) (26) 3,191 2,969 490 (268) 176 12,903 12,336 1,893 (1,326) 132 12,271 8,379 1,500 2,392 933 NOI - RioCan's proportionate share $ 187,109 $ 182,333 $ 735,850 $ 699,628 (i) (ii) In accordance with IFRS. Includes NOI from RioCan's equity accounted investments in Dawson Yonge LP, WhiteCastle New Urban Fund, LP, WhiteCastle New Urban Fund 2, LP, WhiteCastle New Urban Fund 3, LP and WhiteCastle New Urban Fund 4, LP. The increase in NOI as a percentage of rental revenue (excluding lease cancellation fees) for the three months and year ended December 31, 2017 over the comparable periods is due to occupancy growth and timing of cost recoveries. Refer to the next section of this MD&A for more detailed breakdown and analysis of NOI. Same property NOI Same property NOI for the three months and year ended December 31, 2017 and 2016 is as follows: Three months ended December 31, Year ended December 31, (thousands of dollars) Same property (i) NOI from income producing properties: Acquired (ii) Disposed (ii) NOI from completed properties under development Lease cancellation fees Straight-line rent adjustment NOI 2017 2016 2017 $ 174,125 $ 169,232 $ 651,149 $ 594 3,171 3,765 1,984 3,330 736 180 3,942 4,122 2,370 145 3,097 36,636 13,587 50,223 7,412 6,225 7,806 2016 637,584 15,959 17,940 33,899 4,626 3,052 7,263 $ 183,940 $ 178,966 $ 722,815 $ 686,424 Add: NOI of proportionate share of equity accounted investments RioCan-HBC JV: Rental income (excluding straight-line rent) Straight-line rent Property operating costs Other (iii) NOI - RioCan's proportionate share Total straight-line rent - RioCan's proportionate share $ $ 3,195 3,160 412 (377) (26) 3,191 2,969 490 (268) 176 12,336 1,893 (1,326) 132 8,379 1,500 2,392 933 187,109 $ 182,333 $ 735,850 $ 699,628 1,148 $ 3,587 $ 9,699 $ 8,763 (i) Refer to the same property NOI in the Non-GAAP Measures section of this MD&A. 44 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS (ii) (iii) Includes properties acquired or disposed during the periods being compared. Includes NOI from RioCan's Canadian equity accounted investments in Dawson Yonge LP, WhiteCastle New Urban Fund, LP, WhiteCastle New Urban Fund 2, LP, WhiteCastle New Urban Fund 3, LP and WhiteCastle New Urban Fund 4, LP. 2017 Same property NOI for the year ended December 31, 2017 increased 2.1% or $13.6 million compared to the same period in 2016. Approximately $8.8 million of the increase related to higher occupancy, renewal rate growth and contractual rent increases and $4.8 million is due to the timing of Target backfills and other expansion and redevelopment projects completed in 2017 and 2016. As a component of total same property NOI growth, same property NOI from RioCan's properties in Canada's six major markets increased 2.2% and same property NOI from its secondary markets properties increased 1.7% when compared to the same period in 2016 for the year ended December 31, 2017. The Trust has started to disclose this information given its announced strategy to accelerate its portfolio focus in Canada's six major markets. Total NOI for the year increased by $36.4 million over the prior year. In addition to the above same property NOI growth, total NOI also benefited from a $16.3 million increase from property acquisitions (net of dispositions) primarily due to property acquisitions completed in 2016 from Kimco and CPPIB, $3.2 million in higher lease cancellation fees, $0.5 million in higher straight-line rent and $2.8 million in increased NOI from completed developments that are not same property during the comparable periods. Q4 2017 Same property NOI for the three months ended December 31, 2017 increased 2.9% or $4.9 million compared to the same period in 2016. Approximately $3.8 million of the increase related to higher occupancy, renewal rate growth and contractual rent increases and $1.1 million is due to an increase in NOI from Target backfills and other expansion and re-development projects completed. As a component of total same property NOI growth, same property NOI from RioCan's properties in Canada's six major markets increased 3.0% and same property NOI from its secondary markets properties increased 2.6% compared to the same period in 2016 for the three months ended December 31, 2017. The Trust has started to disclose this information given its announced strategy to accelerate its portfolio focus in Canada's six major markets. Total NOI during the quarter increased by $5.0 million primarily due to the increase in same property NOI as the remaining factors largely offset each other. The $3.2 million increase in lease cancellation fees over the comparable period was largely offset by $2.4 million lower straight-line rent, $0.4 million decrease due to property dispositions (net of acquisitions), and $0.4 million decrease due to completed developments that are not same property during the comparable periods. Other Income The components of other income are as follows: Three months ended December 31, Year ended December 31, (thousands of dollars) Interest income Income from equity accounted investments Fair value gains on investment properties, net Investment and other income Other income $ $ 2017 1,950 $ 3,782 71,013 11,979 2016 1,657 $ 4,521 44,371 6,762 2017 7,586 $ 15,719 136,942 57,014 88,724 $ 57,311 $ 217,261 $ 2016 5,744 9,972 182,888 33,268 231,872 Interest income for the three months and year ended December 31, 2017 was higher than comparable periods in 2016 primarily due to higher contractual interest rates on new mortgages and loans receivables and interest proceeds in Q2 2017 relating to the expropriation of certain land at one of our property locations. Income from equity accounted investments includes our share of the income from the RioCan-HBC joint venture and gains from inventory sales from our other equity accounted investments. For further details on the 100% results of operations of the RioCan- HBC joint venture, refer to the Co-ownerships Arrangements section of this MD&A. During the three months ended December 31, 2017, we recognized fair value gains that were $26.6 million higher than the comparative period in 2016, primarily driven by capitalization rate reductions and higher stabilized net operating income on certain income properties, and updated valuation estimates on specific development properties. During the year ended December 31, 2017, we recognized fair value gains that were $45.9 million lower than the same period in 2016. This was due to fair value gains in the comparable period in 2016 driven by the revaluation of interests acquired in previously co-owned properties, in addition to the aforementioned reasons. Investment and other income primarily includes gains on the sale of available-for-sale marketable securities as well as related dividend income, and transaction gains or losses on the sale of investment properties. During the three months ended December 31, 2017, the increase in investment and other income of $5.2 million over the comparable period in 2016 is primarily the result of higher gains on the sale of available-for-sale marketable securities partially offset by lower dividends from available- for-sale marketable securities. Excluding a $6.1 million transaction gain on the sale of investment property recognized in the prior year, investment and other income for the year ended December 31, 2017 increased by $29.8 million primarily due to higher transaction gains from the sale of available-for-sale marketable securities in 2017. 45 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Other Expenses Interest costs 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, $ $ 2017 50,385 (7,996) 42,389 15.9% $ $ 2016 49,787 (6,323) 43,464 12.7% $ $ 2017 199,817 (28,399) 171,418 $ $ 14.2% 2016 206,989 (27,462) 179,527 13.3% Net interest costs have decreased by $1.1 million and $8.1 million, respectively, for the three months and the year ended December 31, 2017 compared to the same periods in 2016. Interest costs have decreased primarily due to interest savings on the refinancing of fixed rate debt and lower average debt outstanding as a result of debt repayment using net proceeds from the sale of the U.S. portfolio in 2016. As at December 31, 2017, the weighted average effective interest rate of our total debt is 3.35% (December 31, 2016 - 3.50%). Interest capitalized to property under development for the three months ended December 31, 2017 increased by $1.7 million compared to the same period in 2016, due to higher development activity partly offset by lower portfolio weighted average interest rate. Interest capitalized for the year ended December 31, 2017 increased $0.9 million compared to 2016 due to similar reasons. Interest was capitalized to properties under development at weighted average effective interest rates of 3.49% and 3.54% for the three months and year ended December 31, 2017, respectively (three months and year ended December 31, 2016 – 3.66% and 3.94%, respectively). General and Administrative The components of general and administrative expenses are as follows: Three months ended December 31, Year ended December 31, (thousands of dollars) 2017 2016 2017 Non-recoverable salaries and benefits $ 11,023 $ 9,915 $ 41,095 $ Capitalized to investment properties (i) Internal leasing salaries and benefits Non-recoverable salaries and benefits, net Unit-based compensation expense Depreciation and amortization Other general and administrative (ii) (2,206) (2,839) 5,978 1,562 5,712 4,871 (1,666) (2,538) 5,711 2,286 1,078 4,925 (8,538) (9,290) 23,267 3,911 9,865 15,517 Total general and administrative expense $ 18,123 $ 14,000 $ 52,560 $ 2016 41,169 (7,883) (9,718) 23,568 6,745 4,386 17,521 52,220 Total general and administrative expense as a percentage of rental revenue 6.3% 4.9% 4.6% 4.7% (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, as well as trustee costs. 2017 For the year ended December 31, 2017, general and administrative expenses increased $0.3 million or 0.7% primarily due to: • • • • $5.5 million increase in depreciation and amortization costs, of which $0.8 million was due to depreciation and amortization of costs of RioCan's additional management information systems and $4.7 million was due to accelerated depreciation of certain management information systems; partly offset by $2.8 million decrease in unit-based compensation expense primarily as a result of a mark to market adjustment in 2017 related to employee/executive cash-settled compensation costs; $2.0 million lower other general and administrative expenses mainly as a result of a mark to market adjustment in 2017 related to trustee cash-settled unit-based compensation costs and prior period office rent adjustment; and $0.3 million decrease in non-recoverable salaries and benefits. Q4 2017 For the three months ended December 31, 2017, general and administrative expenses increased $4.1 million or 29.5% primarily due to accelerated depreciation of certain management information systems as noted above. 46 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Internal Leasing Costs Internal 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, 2017, leasing costs were relatively flat when compared to the prior comparative periods. Transaction and Other Costs Transaction and other costs increased $1.8 million and $2.2 million for the three months and year ended December 31, 2017, respectively. The increase for the year was the net effect of $2.6 million of costs associated with transactions the Trust decided not to pursue further and $2.6 million fair market value adjustment to a loan receivable, partially offset by $3.0 million lower property acquisition and disposition costs when compared to the same period in the prior year. For the fourth quarter 2017 and 2016 consolidated statements of income refer to the Quarterly Results and Trend Analysis section of this MD&A. Funds from Operations (FFO) The following table presents a reconciliation of IFRS net income attributable to unitholders to FFO on both a continuing and discontinued operations basis: (thousands of dollars, except per unit amounts) Three months ended December 31, Year ended December 31, 2017 2016 2017 2016 Net income from continuing operations attributable to unitholders $ 209,735 $ 178,472 $ 708,265 $ 683,060 Add back/(Deduct): Fair value gains, net Non-controlling interest relating to fair value losses Fair value (gains) losses included in equity accounted investments Deferred income tax recovery Internal leasing costs Transaction (gains) losses on investment properties, net (i) Transaction costs on sale of investment properties Preferred unit redemption (ii) Preferred unit distributions FFO from continuing operations Net income (loss) from discontinued operations attributable to unitholders Add back/(Deduct): Transaction costs (recoveries) on sale of U.S. investment properties (iii) Current tax expense (recovery) on U.S. income properties sold Fair value (gains) losses, net Deferred income tax recovery Internal leasing costs Accrued property tax expense under IFRIC 21 Transaction (gains) losses on sale of U.S. investment properties, net (iii) FFO from discontinued operations FFO FFO per unit - basic FFO per unit - diluted Weighted average number of units - basic (in thousands) Weighted average number of units - diluted (in thousands) FFO payout ratio (iv) (71,013) (44,371) (136,942) (182,888) — 2,472 (1,320) 3,265 — 993 — — — (1,476) (3,000) 2,663 — 1,978 — — 408 (320) 10,882 (1,275) 5,136 — (1,757) (3,514) 91 846 (3,850) 10,931 (6,075) 8,165 (4,304) (8,667) 144,132 $ 132,509 $ 582,640 $ 497,309 (62) $ (14,013) $ 7,021 $ 147,687 73 75 — — — — — 2,511 11,167 (549) 53,562 (2,871) 136,160 — — — — — — (16,899) — (230,675) — — 706 25,145 (1,644) (65,116) 86 $ (335) $ 1,957 $ 50,570 144,218 $ 132,174 $ 584,597 $ 547,879 0.44 $ 0.44 $ 0.40 $ 0.40 $ 1.79 $ 1.79 $ 1.68 1.68 326,040 326,155 326,466 326,639 326,805 326,929 78.8% 325,386 325,665 83.6% $ $ $ $ $ $ (i) Represents net transaction gains connected to certain investment properties 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) (iv) Calculated on a twelve month trailing basis. For a definition of the Trust's common unitholder distributions as a percentage of FFO, refer to the Includes transaction costs (recoveries) associated with the disposal of U.S. investment properties. Non-GAAP Measures section of this MD&A. 47 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS FFO Highlights 2017 FFO for the year ended 2017 is $584.6 million compared to $547.9 million representing an increase of approximately $36.7 million or 6.7%. On diluted per unit basis, FFO is $1.79 compared to $1.68, representing an increase of 6.3%, despite the sale of the U.S. portfolio in May 2016. Continuing Operations FFO from continuing operations increased from $497.3 million during 2016 to $582.6 million in 2017, representing an increase of $85.3 million or 17.2%. The $85.3 million increase in FFO from continuing operations for the period was primarily due to the following: • • • • • • • • • $36.2 million higher NOI (at RioCan’s proportionate share) mainly as a result of acquisitions (net of dispositions), strong growth in same property NOI, development completions and higher lease cancellation fees; $31.9 million increase in gains related to the sale of available-for-sale marketable securities; $7.7 million lower interest costs (at RioCan's proportionate share); $4.3 million Series A preferred unit redemption costs in Q1 2016; $5.2 million less Series A and C preferred unit distributions; $5.8 million in higher income from our equity accounted investments; and $1.4 million higher property and management fee revenue; partially offset by $4.6 million lower dividend income from the sale of available-for-sale marketable securities; and $2.6 million in other costs associated with transactions the Trust decided not to pursue further. Discontinued Operations The $48.6 million decrease in FFO from discontinued operations in 2017 was due to the sale of the U.S. portfolio in May 2016, which primarily consisted of lower NOI of $68.7 million (adding back accrued property tax expense under IFRIC 21) partially offset by $18.9 million of lower interest expense and $2.5 million in less general and administrative expenses. Q4 2017 FFO for the fourth quarter of 2017 is $144.2 million compared to $132.2 million representing an increase of approximately $12.0 million or 9.1%. On a diluted per unit basis, FFO is $0.44 compared to $0.40, representing an increase of 9.3%. Continuing Operations FFO from continuing operations increased from $132.5 million in the fourth quarter of 2016 to $144.1 million in the fourth quarter of 2017, representing an increase of $11.6 million or 8.8%. The $11.6 million increase in FFO from continuing operations for the quarter was primarily due to the net effect of the following: • • • • • • • • • $4.8 million higher NOI (at RioCan’s proportionate share) mainly as a result of strong growth in same property NOI; $6.8 million increase in gains related to the sale of available-for-sale marketable securities; $3.7 million in higher income from our equity accounted investments; $1.8 million less Series C preferred unit distributions; $1.2 million higher income due to inventory losses recognized in Q4 2016 due to timing of the cost of sales; $1.1 million in lower interest expenses, partly offset by $4.1 million higher general and administrative expenses mainly due to accelerated depreciation of certain management information systems; $2.6 million higher other costs as a result of a one-time fair market value adjustment to a loan receivable; and $1.5 million in lower dividend income on available-for-sale marketable securities. Discontinued Operations FFO from discontinued operations of $0.4 million during the fourth quarter of 2017 was minor and flat when compared to the same period in 2016, due to immaterial adjustments subsequent to the sale of the U.S. portfolio. FFO Payout Ratio The FFO payout ratio of 78.8% for the twelve months ended December 31, 2017 is 4.8% lower than the comparable period FFO payout ratio of 83.6%. This decrease is mainly due to the Trust having replaced the FFO from discontinued operations following the sale of the U.S. portfolio with growth in FFO from continuing operations, as discussed earlier. For the twelve months ended December 31, 2017, RioCan achieved its FFO payout ratio target of less than 80%. 48 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Adjusted Cashflow from Operations (ACFO) RioCan’s method of calculating ACFO is in accordance with the REALpac whitepaper issued in February 2017. The following table presents a reconciliation of cash provided by (used in) operating activities to ACFO: (thousands of dollars) Three months ended December 31, Year ended December 31, 2017 2016 2017 2016 Cash provided by operating activities $ 159,155 $ 142,277 $ 354,028 $ 425,096 Adjustments to working capital changes for ACFO (i) Distributions received from equity accounted investments Transaction costs on sale of investment properties Normalized capital expenditures (ii): Leasing commissions and tenant improvements Maintenance capital expenditures recoverable from tenants Maintenance capital expenditures not recoverable from tenants Gain on disposition of available-for-sale marketable securities Internal leasing costs related to development properties Taxes related to non-operating activities (iii) Non-controlling interests ACFO (iv) (6,898) 34,883 1,066 (6,875) (3,750) (2,500) 10,504 602 75 — (29,544) 192,813 (139,802) 2,291 4,488 (6,250) (3,750) (2,500) 3,681 400 11,166 — 44,415 4,587 (27,500) (15,000) (10,000) 45,981 2,009 (2,871) — 11,196 61,727 (25,000) (15,000) (10,000) 14,040 1,746 160,273 (91) $ 186,262 $ 122,259 $ 588,462 $ 484,185 (i) Includes working capital changes that, in management’s view and based on the REALpac February 2017 whitepaper, are not indicative of sustainable cash flow available for distribution. Examples include, but are not limited to, working capital changes relating to residential inventory and developments, prepaid realty taxes and insurance, interest payable and interest receivable, sales and other indirect taxes payable to or receivable from applicable governments, income taxes and transaction cost accruals relating to acquisitions and dispositions of investment properties. (ii) Normalized capital expenditures are management's estimate of ongoing capital investment required to maintain the condition of the physical property and current rental revenues. Refer to the Presentation of Financial Information and Non-GAAP Measures section of this MD&A for further discussion. (iii) Includes IFRIC 21 tax expenses and income tax expenses (recoveries) associated with the sale of our U.S. portfolio, which have been deducted in determining cash provided by (used in) operating activities from continuing and discontinued operations. This adjustment effectively excludes this item's impact in ACFO based on the REALpac February 2017 whitepaper. (iv) The ACFO definition per REALpac's February 2017 whitepaper does not prescribe for the deduction of preferred unit distributions in the ACFO calculation. Based on the REALpac whitepaper, the ACFO reported for the year ended December 31, 2017, therefore, did not deduct preferred unitholder distributions of $3.5 million (for the three months and year ended December 31, 2016 - $1.8 million and $8.7 million, respectively). The following table represents a breakdown of adjustments for working capital changes used in the calculation of ACFO. These are working capital changes that, in management’s view and based on the REALpac February 2017 whitepaper, are not indicative of sustainable cash flow available for distribution: (thousands of dollars) Working capital changes related to: Taxes relating to the U.S. portfolio (i) Transaction related costs (ii) Realty taxes and insurance Residential inventory Other (iii) Three months ended December 31, Year ended December 31, 2017 2016 2017 2016 $ (75) $ (11,166) $ 121,773 $ (133,940) 13,617 (34,084) 1,713 11,931 3,515 (31,294) 2,341 7,060 19,196 5,615 37,519 8,710 (39,153) 22,794 (8,640) 19,137 Adjustments to working capital changes for ACFO $ (6,898) $ (29,544) $ 192,813 $ (139,802) Includes income tax payment (accrual) relating to the sale of our U.S. portfolio in May 2016 and accrued property taxes under IFRIC 21. (i) (ii) Represents costs associated with dispositions and acquisitions. (iii) Includes working capital changes related to interest payable and interest receivable, sales and other indirect taxes payable to or receivable from applicable governments. 49 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS As ACFO starts with cash provided by (used in) operating activities, the adjustments outlined neutralize the above working capital changes to ACFO. The net impact to ACFO of working capital changes is determined as follows: (thousands of dollars) Three months ended December 31, Year ended December 31, 2017 2016 2017 2016 Adjustments for other changes in working capital items as reported on the consolidated statements of cash flows Add: Adjustments to working capital changes for ACFO Net working capital increase (decrease) included in ACFO $ $ 29,763 $ 35,574 $ (168,141) $ 125,741 (6,898) (29,544) 192,813 (139,802) 22,865 $ 6,030 $ 24,672 $ (14,061) ACFO Highlights 2017 ACFO for the year ended December 31, 2017 is $588.5 million compared to $484.2 million in the same period in 2016 representing an increase of $104.3 million or approximately 21.5%. Excluding a one-time $29.2 million special distributions from equity accounted investments, ACFO increased by $75.1 million for the year or approximately 15.5%, primarily due to the net effect of the following: • • $36.2 million in higher NOI (at RioCan's proportionate share) from continuing operations mainly as a result of acquisitions (net of dispositions), strong same property growth, development completions and higher lease cancellation fees; $26.6 million in interest savings (at RioCan's proportionate share) comprising of $7.7 million and $18.9 million, respectively, from continuing and discontinued operations mainly due to lower average debt balances outstanding as a result of debt repayments using proceeds from the sale of the U.S. portfolio in 2016, and the refinancing of debt at lower interest rates; • $31.9 million increase in gains related to the sale of available-for-sale marketable securities; $38.7 million in net working capital increases from continuing and discontinued operations; • • • • $10.8 million in lower general and administrative expenses excluding non-cash depreciation and amortization and equity settled unit-based compensation expense; and $4.0 million increase in distributions received from equity accounted investments; partly offset by $68.7 million in lower NOI from discontinued operations due to the sale of our U.S. property portfolio; and $2.5 million higher normalized capital expenditures. Q4 2017 ACFO for the three months ended December 31, 2017 is $186.3 million compared to $122.3 million in the same period in 2016, representing an increase of $64.0 million or approximately 52.4%. Excluding a one-time $29.2 million special distributions from equity accounted investments, the ACFO increased by $34.8 million for the quarter or approximately 28.5%, primarily due to the net effect of the following: • • • • • • • • $4.8 million in higher NOI from continuing operations mainly as a result of strong same property growth; $16.8 million in higher net working capital increase from continuing and discontinued operations relating to property operations; $6.8 million increase in gains related to the sale of available-for-sale marketable securities; $3.4 million increase in distributions received from equity accounted investments; $1.2 million higher income due to inventory losses recognized in Q4 2016 due to timing of the cost of sales; $1.1 million lower interest costs; and $1.6 million in lower general and administrative expenses from continuing and discontinued operations excluding non-cash depreciation and amortization and equity settled unit-based compensation expense; partly offset by $0.6 million higher normalized capital expenditures. 50 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS The following tables present RioCan's ACFO payout ratio for the twelve months ended December 31, 2017 and 2016: (thousands of dollars, except where otherwise noted) ACFO (i) Distributions paid ACFO payout ratio Net working capital increase (decrease) included in ACFO $ $ Twelve months ended December 31, 2017 Q4 2017 Q3 2017 Q2 2017 Q1 2017 588,460 $ 186,262 $ 149,405 $ 135,210 $ 117,583 460,944 78.3% 115,154 115,363 115,264 115,163 24,671 $ 22,865 $ 13,941 $ (858) $ (11,277) (i) The ACFO definition per REALpac's February 2017 whitepaper does not prescribe for the deduction of preferred unitholder distributions in the ACFO calculation. Based on the REALpac whitepaper, the ACFO for the twelve months ended December 31, 2017, therefore, did not deduct preferred unitholder distributions of $3.5 million. (thousands of dollars, except where otherwise noted) ACFO (i) Distributions paid ACFO payout ratio Net working capital increase (decrease) included in ACFO $ $ Twelve months ended December 31, 2016 Q4 2016 Q3 2016 Q2 2016 Q1 2016 484,185 $ 122,259 $ 130,329 $ 109,334 $ 122,263 457,925 115,050 114,926 114,618 113,331 94.6% (14,061) $ 6,030 $ 4,122 $ (11,197) $ (13,016) (i) The ACFO definition per REALpac's February 2017 whitepaper does not prescribe for the deduction of preferred unit distributions in the ACFO calculation. Based on the REALpac whitepaper, the ACFO for the twelve months ended December 31, 2016, therefore, did not deduct preferred unitholder distributions of $8.7 million. The ACFO payout ratio for the twelve month period ended December 31, 2017 is 78.3%, which is 16.3% lower than the ACFO payout ratio for the comparable period as at December 31, 2016. Excluding a one-time special distribution of $29.2 million, the ACFO payout ratio for the twelve month period ended December 31, 2017 would be 82.4%, which is 12.2% lower than the ACFO payout ratio for the comparable period in 2016. This decrease was primarily due to the increase in ACFO as noted in the previous section. As previously discussed, the REALpac ACFO definition includes net working capital fluctuations relating to recurring operating activities. In RioCan management's view, this tends to introduce greater volatility in the ACFO payout ratio. Management, therefore, also uses the FFO payout ratio in addition to the ACFO payout ratio in assessing its distribution paying capacity because FFO is not subject to such working capital fluctuations. OPERATIONS RioCan has remained focused on its core portfolio and continues to execute its growth strategy through organic growth, development and selective acquisitions. In addition, RioCan has been selectively pruning its portfolio in order to increase its focus on the six Canadian major markets over the last ten years. In October 2017, it announced its strategy to accelerate its major markets focus and has since been working on execution of the strategy. As discussed in the Six Canadian Major Markets section of this MD&A, as at December 31, 2017, RioCan's share of income producing properties NLA in the six Canadian major markets has increased to 70.3% of total income producing properties NLA, including 34.9% in the Greater Toronto Area on NLA basis. As at December 31, 2017, 100% of the Trust's PUD NLA are in the six Canadian major markets. The following is our percentage of portfolio net rental revenue derived from the six Canadian major markets: 2017 2016 At RioCan's interest Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Percentage of rental revenue (i) 76.1 % 75.2 % 75.2 % 75.4 % 75.5 % 75.6 % 75.7 % 75.0 % (i) The six Canadian major markets include the following: Calgary, AB; Edmonton, AB; Montreal, QC; Ottawa, ON (includes Gatineau region); Toronto (includes the Greater Toronto Area), ON; and Vancouver, BC. The percentage of portfolio rental revenue from the six Canadian major markets increased by 0.9% to 76.1% from Q3 2017 to Q4 2017. Approximately 40.9% of RioCan's portfolio annualized rental revenue was from the Greater Toronto Area as of December 31, 2017, which also increased by 0.9% from Q3 2017. The increase was related to the sale of six properties in the secondary markets in Q4 2017 as part of the execution of the Trust's acceleration of its major markets focus strategy. 51 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Net Leasable Area (NLA) (thousands of square feet) At 100% (i) Income properties Properties under development (ii) At RioCan's interest Income properties Properties under development (ii) Q4 55,524 4,288 59,812 41,807 2,292 44,099 2017 Q3 Q2 Q1 Q4 2016 Q3 Q2 Q1 56,824 4,363 61,187 42,890 2,259 45,149 56,996 4,545 61,541 42,994 2,359 45,353 57,079 5,166 62,245 43,064 2,789 45,853 57,085 6,440 63,525 43,212 3,761 46,973 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 (i) (ii) Includes non-owned anchors. Includes the NLA for only active projects with detailed costs estimates, but excludes these projects' NLA for air rights sales and residential inventory NLA as well as vacant former Target space and completed NLA that has been transferred to IPP. Income Properties NLA As at December 31, 2017, NLA at RioCan's interest was 41,807,000 square feet compared to 43,212,000 square feet as at December 31, 2016. This decrease of 1,405,000 square feet of NLA in 2017 was due primarily to the disposition of six properties completed in Q4 2017 pursuant to the strategic initiative to accelerate the major markets focus, other dispositions including the sale of a portfolio of six chartered bank branches in British Columbia in August 2017 and the sale of the Cambie Street property in British Columbia in June 2017, and decommissioning of property space that is being redeveloped, partially offset by the NLA created by completed developments with new tenants commencing operations. Refer to the Income Property Dispositions During 2017 and Completed Developments in 2017 sections of this MD&A for further discussion. Properties under Development NLA (PUD NLA) During the year ended December 31, 2017, NLA decreased 1,469,000 square feet primarily due to completed developments with new tenants commencing operations, and the formation of a number of strategic 50/50 joint ventures through the sale of RioCan's interests in a number of development projects such as Sunnybrook Plaza in Toronto, Gloucester Residential in Ottawa, and 740 Dupont Avenue in Toronto. Occupancy and Leasing The following table shows the difference between our committed occupancy (tenants that have signed leases) and in-place occupancy (tenants that are in possession of their space and have straight-line rents included in revenue under IFRS). As at December 31, 2017, the gap between committed and in-place occupancy narrowed to 1.0%, down from 2.0% as at December 31, 2016, as a number of Target backfill tenants took possession during the year. Please refer to the Target Leasing Update section of this MD&A for further details. The historical portfolio committed and in-place occupancy rates for our Canadian property operations are as follows: (in percentages) Committed In-place Committed Occupancy Q4 96.6 95.6 2017 Q3 96.8 96.0 Q2 96.7 95.2 Q1 96.2 94.4 Q4 95.6 93.6 2016 Q3 95.3 93.6 Q2 95.1 92.9 Q1 94.8 92.8 RioCan’s overall portfolio committed occupancy rate is calculated as leased NLA divided by total income properties NLA. As of December 31, 2017, the committed occupancy rate increased by 1.0% when compared to December 31, 2016 primarily due to leasing former Target space. The committed occupancy rate for the three months ended December 31, 2017 remained high at 96.6%, representing only a 0.2% decline from the three months ended September 30, 2017 despite Sears store closings in Q4 2017 given that Sears accounted for 0.8% of the Trust's NLA as of September 30, 2017. In-Place Occupancy RioCan's in-place occupancy rate of 95.6% represents the occupied NLA for which tenants are in possession of their space divided by total income properties NLA as of December 31, 2017. As of December 31, 2017, the in-place occupancy increased by 2.0% when compared to December 31, 2016 mainly due to tenants taking possession of the former Target units. Despite Sears store closures in Q4 2017, which accounted for 0.8% of the Trust's NLA as of September 30, 2017, the in-place occupancy rate for the three months ended December 31, 2017 remained high at 95.6%, down modestly by 0.4% mainly due to occupancy growth from tenants taking possession in former Target premises . Subsequent to Q4 2017, we expect to generate approximately $9.0 million of annualized net incremental rent under IFRS from tenants that have signed leases but have not taken possession of the space as of December 31, 2017. This includes base rent, operating cost recoveries and straight-line rent, but excludes operating costs capitalized while a property is under redevelopment. 52 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS An IFRS rent commencement timeline for the NLA on our properties that have been leased but are not currently in possession as at December 31, 2017 is as follows: 19 408 4.7% 100.0% 19 754 2.5% 100.0% (in thousands, except percentage amounts) At RioCan's interest Square feet: NLA commencing (i) Cumulative NLA commencing (i) % of NLA commencing Cumulative % total Average net incremental IFRS rent: Annualized Total Q1 2018 Q2 2018 Q3 2018 Q4 2018+ 408 408 265 265 65.0% 65.0% 49 314 12.0% 77.0% 75 389 18.3% 95.3% Monthly net incremental IFRS rent commencing (ii) $ 9,048 $ Cumulative monthly net incremental IFRS rent commencing $ 9,048 $ 754 $ 754 $ 535 535 $ $ 79 614 $ $ 121 735 $ $ % of net incremental IFRS rent for NLA commencing Cumulative % total net incremental IFRS rent commencing 71.0% 71.0% 10.5% 81.5% 16.0% 97.5% Includes NLA expected to be completed from expansion and redevelopment projects. (i) (ii) Based on monthly IFRS rental revenue. Of the 408,000 square feet of NLA commencing and $9.0 million of annualized IFRS rent commencing, 51.1% of the NLA and 39.6% of the incremental IFRS rent relates to the leasing of former Target space and leasing of other tenant space in development projects, that are included in the Project Phasing and NLA Completion section of this MD&A. Average Net Rent The portfolio weighted average net rent per occupied square foot for our total property portfolio is as follows: Average net rent per occupied square foot (i) $ 17.75 $ 17.66 $ 17.66 $ 17.62 $ 17.59 $ 17.44 $ 17.28 $ 17.23 Q4 2017 Q3 Q2 Q1 Q4 2016 Q3 Q2 Q1 (i) Net rent is primarily contractual base rent pursuant to tenant leases. New Leasing Activity RioCan’s new leasing activity for the most recent eight quarters is as follows: (in thousands, except per sqft amounts) NLA at 100% Full Year 1,996 Q4 527 Q3 376 Q2 456 Q1 637 Full Year 2,048 Q4 440 Q3 439 Q2 581 Q1 588 Average net rent per square foot (i) $ 19.61 $ 19.16 $ 22.20 $ 17.64 $ 19.88 $ 19.22 $ 20.01 $ 19.19 $ 21.86 $ 16.05 2017 2016 (i) Net rent is primarily contractual base rent pursuant to tenant leases. On a full year basis, average net rent per square foot on new leasing activity increased by $0.39 or 2.0%. The average net rent on new leasing completed in Q4 2017 is lower than Q3 2017 due to the execution of a higher proportion of leases completed in larger units in Q4 2017 compared to Q3 2017. On average, leases completed on larger units typically have lower per square foot rates as compared to smaller units. Renewal Leasing A summary of our 2017 and 2016 renewal leasing activity for the Canadian property portfolios is as follows: 2017 2016 (in thousands, except percentage and per sqft amounts) Square feet renewed (at 100%) Full Year 4,508 Q4 728 Q3 Q2 Q1 1,120 1,327 1,333 Full Year 4,255 Q4 1,309 Q3 857 Q2 1,120 Q1 969 Average net rent per square foot (i) $18.99 $20.91 $18.21 $18.45 $19.13 $19.14 $18.69 $19.76 $20.06 $18.12 Increase in average net rent per square foot Percentage increase in average net rent per square foot $ 1.04 $ 0.89 $ 0.90 $ 0.83 $ 1.44 $ 1.08 $ 1.39 $ 1.22 $ 0.64 $ 1.05 5.8% 4.5% 5.2% 4.7% 8.2% 6.0% 8.1% 6.6% 3.3% 6.2% Retention rate 91.1% 87.5% 93.6% 93.9% 88.6% 85.8% 84.0% 83.1% 91.6% 84.4% (i) Net rent is primarily contractual base rent pursuant to tenant leases. The increase in average net rent per square foot for Q4 2017 was $0.89 or 4.5% and the retention rate for Q4 2017 remained high at 87.5%. On a full year basis, the Trust achieved a higher retention rate in 2017 relative to 2016, albeit with a slightly lower percentage increase in average net rent per square foot. This was due to a higher percentage of fixed rate renewals completed in 2017 (41% in 2017 versus 38% in 2016). In addition, the fixed rate renewals completed in 2017 were at a lower average 53 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS growth rates than the fixed rate renewals completed in 2016 (4.3% in 2017 versus 6.4% in 2016). This lower growth on fixed rate renewals partially offset the strong growth in market rate renewals that were completed in 2017 (6.4% in 2017 versus 5.9% in 2016), resulting in an overall renewal rent increase of 5.8% for 2017, slightly down from 2016. Including anchor tenants, the components of renewal activity are as follows: (in thousands, except per sqft amounts) Renewals at market rental rates: Full Year 2017 2016 Q4 Q3 Q2 Q1 Full Year Q4 Q3 Q2 Q1 Square feet renewed (at 100%) 2,656 500 605 714 837 2,659 760 591 813 494 Average net rent per square foot (i) $23.34 $23.78 $22.73 $ 23.66 $23.25 $22.61 $23.08 $ 21.33 $22.43 $23.71 Renewals at fixed rental rates: Square feet renewed 1,853 228 516 613 496 1,596 549 265 307 475 Average net rent per square foot (i) $12.75 $14.62 $12.90 $ 12.38 $12.18 $13.35 $12.61 $ 16.25 $13.78 $12.31 (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. RioCan’s vacancy activity for the most recent eight quarters is as follows: (in thousands of square feet) Total vacancies (i) At 100% At RioCan's interest Vacated space re-leased At 100% At RioCan's interest (i) Excluding lease buyouts. 2017 2016 Full Year 1,676 1,365 462 415 Q4 Q3 Q2 Q1 735 639 201 186 330 226 84 74 231 179 59 43 380 321 118 112 Full Year 1,652 1,376 762 691 Q4 Q3 Q2 Q1 477 399 143 138 377 309 163 139 353 314 208 195 445 354 248 219 During Q4 2017, RioCan experienced vacancies of approximately 735,000 square feet, of which RioCan’s interest was 639,000 square feet. The average net rent on RioCan’s ownership interest was $16.93 per square foot. Approximately 201,000 square feet of space vacated in Q4 2017 has been leased to new tenants, of which RioCan’s interest was 186,000 square feet, at an average net rent of $21.24 per square foot. During the year ended December 31, 2017, RioCan experienced vacancies of approximately 1,676,000 square feet, of which RioCan's interest was 1,365,000 square feet, which were relatively consistent when compared to the same period in the prior year. The average net rent on RioCan’s ownership interest was $17.31 per square foot for the vacated space. Approximately 462,000 square feet of space vacated during the year ended December 31, 2017 has been leased to new tenants, of which RioCan’s interest was 415,000 square feet at an average net rent of $22.16 per square foot. The relatively lower percentage of vacated space re-leased to total vacancies for both Q4 2017 and the year ended December 31, 2017 was mainly due to vacancies caused by the closing of Sears locations in Q4 2017. Redevelopment of the premises formerly occupied by Sears are underway. Target Leasing Update To date, leases included in our Target backfill progress will, if all are completed, produce net rental revenue of $14.0 million versus $10.6 million of the total base rental revenue lost through Target’s departure (at RioCan's proportionate share) which represents a 32.1% increase. The incremental net rent revenue impact of the committed Target backfill has been included in the $9.0 million annualized net incremental revenue IFRS rent under the In-place Occupancy section of this MD&A. The expected total cost of the redevelopment work pertaining to the deals currently included in our backfill progress, including the costs that have been incurred to date, is estimated to be approximately $154.0 million (approximately $131.0 million at RioCan’s proportionate share, which is being funded, in part, by our $88.3 million in net settlement proceeds received from Target in 2015). The overall redevelopment costs will evolve as additional tenants are secured, development plans are completed and construction costs finalized. Consistent with 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 3.49% and 3.54%, respectively, for the three months and year ended December 31, 2017 (December 31, 2016 - 3.66% and 3.94%, respectively). Once the tenants take possession, these interest costs will be expensed. 54 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Sears Space Leasing Update In June 2017, Sears Canada Inc. filed for protection under the Companies' Creditors Arrangement Act ("CCAA") and subsequently announced the liquidation of all of its stores. RioCan had nine locations under lease (one department store, an outlet centre and seven Home stores). The nine locations totaled 381,000 square feet of NLA at RioCan’s interest and paid an average net rent of $8.84 per square foot with an average remaining lease term of 2.98 years. The nine locations accounted for approximately 0.6% of the annual rental revenue of the Trust and 0.8% of NLA as of September 30, 2017. One of these locations (Timmins Square) ceased operations in August 2017 and the remaining eight locations closed during Q4 2017. RioCan and its partner Hudson Bay Company secured a surrender agreement with Sears Canada Inc. for its 104,000 square foot location at RioCan Oakville Place, in Oakville, Ontario for a fee of $2.0 million at RioCan’s interest ($4.0 million at 100%). By terminating the 36 year-old lease with Sears, the co-owners gained the ability to re-tenant the premises with dynamic retailers at current market rents. The lease surrender agreement also removes development restrictions held by Sears which will allow the co-owners to pursue potential intensification at the site given its close proximity to the Queen Elizabeth Highway and Go Transit Station. In addition, at Garden City Shopping Centre in Winnipeg, Manitoba, RioCan and its partner (Bayfield Realty Advisors) acquired the freehold interest in the Sears location for a purchase price of $2.4 million at RioCan’s interest ($8.0 million at 100%). The acquisition of the 92,500 square foot Sears premises provides the co-owners the opportunity to replace the poor performing anchor with dynamic retailers that will enhance the performance of the recently renovated Garden City Shopping Centre, and unlocks existing density on the site that will permit further commercial development. RioCan has completed a deal with Seafood City to lease approximately 40,000 square feet of the premises and is in the latter stages of negotiation with two national box tenants for the remainder of the NLA. RioCan is making significant progress on releasing the former Sears premises, with leases completed or in the final stages of negotiation on 320,000 square feet, or 84% of the NLA at RioCan’s interest. These leases will replace 130% of the revenue from all of the former Sears space. Replacement rent on the entire space is expected to exceed previous rent from Sears by approximately $5.00 per square foot (60% increase), with estimated cost of tenanting work considerably lower than the average Target releasing. Unlike our previous experience with the Target premises, we will not be required to undergo the time-consuming process of obtaining site plan approval to convert the majority of the Sears premises to multi-tenant units. As such, we anticipate that replacement tenants will be in possession of their spaces by the end of 2018 and will be open and paying rent in Q1/Q2 of 2019. Other Store Closures During January 2017, Grafton Fraser, the company that owns Tip Top Tailors, was granted court protection under the Companies Creditors Arrangement Act (CCAA). At the time of the tenant's filing, RioCan had 20 locations under lease representing approximately 92,000 square feet of total NLA with an average remaining lease term of 3.3 years. We received notice from Grafton Fraser that three of our locations totaling 8,000 square feet will be disclaimed. We have reached an agreement for 17 of the 20 locations for Grafton Fraser to remain as a tenant. In April 2017, Payless Shoesource Inc. (Payless) filed for Chapter 11 in the U.S and in August announced that it had emerged from restructuring. Currently, RioCan has 21 locations under lease representing approximately 62,000 square feet of total NLA with an average remaining lease term of 5.1 years. Payless is up to date on its rent payments and the Trust will monitor the situation. In August 2017, Toys R Us filed for protection under the CCAA. In January 2018 the company announced the closures of approximately 180 stores in the US, however, Canadian stores are to remain open for business as usual. Currently, RioCan has two locations under lease representing approximately 49,000 square feet of total NLA with an average remaining lease term of 6.1 years, representing 0.1% of annual rent revenue of the Trust. Toys R Us is up to date on its rent payments and the Trust is monitoring the situation. Overall, store closures in 2017 are not expected to have a material impact on the Trust's operations. Lease Expiries Lease expiries for the next five years are as follows: (in thousands, except per sqft and percentage amounts) Lease expiries for the years ending At RioCan's interest Square feet Square feet expiring/Portfolio NLA Average net rent per occupied square foot NLA 41,807 2018 3,424 2019 5,325 2020 4,935 2021 4,911 8.2% 12.7% 11.8% 11.7% 2022 4,071 9.7% $ 19.23 $ 18.44 $ 17.51 $ 18.48 $ 20.23 55 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS The components of our lease expiries for 2018 are as follows: (in thousands, except per sqft amounts) At RioCan's interest 2018 expiries at market rental rates: Square feet expiring Average net rent per sqft 2018 expiries with fixed rental rate options: Square feet expiring Average in-place net rent per sqft Average renewal net rent per sqft Increase in average net rent per sqft Total: Square feet expiring Average net rent per sqft Contractual Rent Increases Total 2,539 21.19 885 13.59 14.35 0.76 3,424 19.23 $ $ $ $ $ Certain of our leases allow for periodic increases in rates during the lease term which contributes to growth in same property NOI. Contractual rent increases (including rent increases at the time of renewal) in each year for the next five years for our properties are as follows: (in thousands of dollars) For the years ending Contractual rent increases Property Ownership by Geographic Area 2018 2019 2020 2021 $ 8,441 $ 6,892 $ 4,772 $ 4,114 $ 2022 3,821 (in thousands of square feet) As at December 31, 2017 Ontario Alberta Quebec British Columbia Eastern Canada Manitoba Income producing properties Properties under development Investment properties Six Canadian Major Markets (in thousands of square feet) As at December 31, 2017 Calgary Edmonton Montreal Ottawa (i) Greater Toronto Area (ii) Vancouver (iii) Income producing properties Properties under development Total NLA at RioCan's Interest 26,608 NLA at Partners' Interest 3,334 5,665 5,016 3,281 944 293 41,807 2,292 44,099 1,177 273 — 52 266 5,102 1,996 7,098 Retailer Owned Anchors 4,987 2,166 864 378 220 — 8,615 — 8,615 Total NLA 34,929 Percentage of annualized gross rental revenue 66.0% Committed occupancy percentage 96.4% 9,008 6,153 3,659 1,216 559 55,524 4,288 59,812 14.8% 8.8% 7.7% 2.0% 0.7% 100.0% —% 100.0% 98.1% 95.7% 96.6% 95.9% 97.4% 96.6% —% 96.6% NLA at RioCan's Interest 3,196 NLA at Partners' Interest 506 Retailer Owned Anchors 1,308 1,723 3,201 4,889 14,597 1,790 29,396 2,292 31,688 672 135 376 2,194 — 3,883 1,996 5,879 758 260 1,315 2,293 325 6,259 — 6,259 Total Site NLA 5,010 3,153 3,596 6,580 19,084 2,115 39,538 4,288 43,826 (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. 56 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS As at December 31, 2017, the committed occupancy for our six major markets is 97.6%, down by 0.4% compared to 98.0% at September 30, 2017 mainly due to Sears stores closures, but increased by 1.1% from 96.5% at December 31, 2016 primarily due to leasing of former Target space. As at December 31, 2017, RioCan's share of income producing properties NLA in the six Canadian major markets account for 70.3% of total income producing properties NLA, including 34.9% in the Greater Toronto Area on NLA basis. As at December 31, 2017, 100% of the Trust's PUD NLA is in the six Canadian major markets. As discussed earlier in this MD&A, 76.1% of the Trust’s annual rent revenue is generated from the six Canadian major markets as of December 31, 2017, including 40.9% from the GTA. 57 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Tenant Profile As discussed under the Outlook section of this MD&A, RioCan is well aware that the Canadian retail environment has been changing, although fundamentals remain solid. The key is how the Trust adapts itself to the ever changing retail landscape with a vision for future trends and growth patterns. The Trust has been increasing its major markets focus while evolving its tenant mix to better suit communities' needs, make its tenant mix more resilient to the impact of e-commerce, and increase the growth profile of its portfolio. It has been reducing its tenant mix in department stores and apparel and in electronics and books, and increasing its tenant mix in groceries, pharmacies, restaurants, personal services, specialty retailers and value retailers. As of December 31, 2017, RioCan's tenant profile is as follows based on annualized net rent revenues: (i) All trademarks and registered trademarks in the chart above are the property of their respective owners. 58 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Top 50 Tenants We strive to reduce our exposure to rental revenue risk in our 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, 2017, RioCan’s 50 largest tenants measured by annualized gross rental revenue have the following profile: Annualized percentage of total rental revenue Number of locations NLA (in thousands of square feet) Percentage of total NLA Weighted average remaining lease term (years) (i) Rank Tenant name 1 2 3 4 5 6 7 8 9 10 11 12 13 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 Dollarama Sobeys/Safeway Staples/Business Depot GoodLife Fitness Petsmart 14 Michaels 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 Reitmans/Penningtons/Smart Set/Addition-Elle/Thyme Maternity Bank Of Montreal TD Bank Chapters/Indigo Best Buy Leon's/The Brick Hudson's Bay Company Liquor Control Board Of Ontario (LCBO) Value Village LA Fitness Tim Hortons/Burger King/Popeyes DSW/Town Shoes/The Shoe Company The Bank Of Nova Scotia Jysk Linen Rexall Pharma Plus Bluenotes/Stitches/Suzy Shier/Urban Planet Ardene Bed Bath & Beyond Canadian Imperial Bank of Commerce Old Navy/The Gap/Banana Republic London Drugs Genuine Canadian Corp. Sleep Country Canada Overwaitea Foods Bell/The Source Subway Golf Town Royal Bank of Canada Easyhome Ltd. La Vie en Rose Bouclair Dollar Tree Stores Benix & Co Inc. Brewers Retail 49 Moores 50 MTY Food Group 4.8% 4.3% 4.2% 3.9% 3.9% 3.4% 1.8% 1.8% 1.6% 1.6% 1.5% 1.3% 1.2% 1.2% 1.2% 1.1% 1.1% 0.8% 0.8% 0.8% 0.7% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.6% 0.5% 0.5% 0.5% 0.5% 0.5% 0.5% 0.4% 0.4% 0.4% 0.4% 0.4% 0.4% 0.4% 0.4% 0.3% 0.3% 0.3% 0.3% 0.3% 0.3% 80 82 29 27 72 49 104 13 83 25 33 29 30 25 73 43 52 20 14 13 9 21 16 8 64 32 29 15 13 53 37 12 26 20 8 33 26 5 66 80 9 18 49 21 15 18 23 21 17 64 2,067 2,050 3,607 1,443 1,942 1,999 504 1,517 760 898 740 624 484 502 372 333 258 284 291 347 472 192 350 306 168 204 140 353 133 375 181 256 121 184 225 143 121 200 85 90 155 87 124 103 126 149 117 115 102 68 4.9% 4.9% 8.6% 3.5% 4.6% 4.8% 1.2% 3.6% 1.8% 2.1% 1.8% 1.5% 1.2% 1.2% 0.9% 0.8% 0.6% 0.7% 0.7% 0.8% 1.1% 0.5% 0.8% 0.7% 0.4% 0.5% 0.3% 0.8% 0.3% 0.9% 0.4% 0.6% 0.3% 0.4% 0.5% 0.3% 0.3% 0.5% 0.2% 0.2% 0.4% 0.2% 0.3% 0.2% 0.3% 0.4% 0.3% 0.3% 0.2% 0.2% 7.5 4.8 9.3 7.4 6.8 6.7 7.0 10.4 6.3 8.4 6.2 11.1 6.2 7.6 4.4 6.5 6.0 8.1 4.2 4.7 10.8 10.5 6.3 9.8 7.0 4.9 4.3 8.8 8.8 4.7 4.9 7.5 4.1 3.8 10.2 6.5 4.7 8.1 4.6 5.1 3.1 4.6 3.4 6.6 3.4 5.0 7.5 6.3 3.9 4.1 7.0 (i) Weighted average remaining lease term based on annualized gross rental revenue. 59 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 56.4% 1,724 26,467 63.0% MANAGEMENT’S DISCUSSION AND ANALYSIS (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. ASSET PROFILE Investment Property Refer to note 5 of the 2017 Annual Consolidated Financial Statements for the change in consolidated IFRS carrying values of our income properties. Fair Valuation of Investment Properties The net fair value increase for the Trust's investment properties for the year ended December 31, 2017 was $136.9 million based on the weighted average capitalization rate of the Trust's investment portfolio at 5.56%, which compressed by 8 basis points from 5.64% at December 31, 2016. Fair value gains of $71.0 million for the three months ended December 31, 2017 were based on a weighted average capitalization rate of 5.56%, which compressed by 5 basis points from 5.61% as of September 30, 2017. The fair value gains for Q4 2017 and for the year were primarily driven by capitalization rate reductions in certain urban markets and higher stabilized net operating income on certain income properties and updated valuation estimates on specific development properties. 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 2017,the Trust obtained a total of 35 external property appraisals (including 11 vacant land parcels), which supported an IFRS fair value of approximately $3.0 billion or 22% of the Trust's investment property portfolio as at December 31, 2017. On a go-forward basis, the Trust will continue to select approximately six investment properties for external appraisal on a quarterly basis or 24 investment properties a year. 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 Major markets (i) Secondary markets Total average portfolio capitalization rate Weighted average capitalization rate December 31, 2017 December 31, 2016 5.28% 6.32% 5.56% 5.36% 6.33% 5.64% (i) Includes properties located in the six major Canadian markets of Calgary, Edmonton, Montreal, Ottawa, Vancouver and the Greater Toronto Area. Income Property Acquisitions During 2017 During the year ended December 31, 2017, we completed the acquisition of one income property for $16.5 million. In connection with this acquisition, we assumed debt of $8.6 million. Subsequent to December 31, 2017, the Trust acquired Thickson Centre in Whitby, Ontario for a purchase price of $31.1 million at a capitalization rate of 6.16% with no assumption of debt. The Trust also acquired the remaining one third interest in an existing income property in Newmarket, Ontario for a purchase price of $18.5 million at a capitalization rate of 5.65% and assumed a mortgage payable with a fair value of $9.4 million. Income Property Dispositions During 2017 During the year ended December 31, 2017, we disposed of interests in 14 properties for sales proceeds aggregating $294.8 million. Details are provided in the table below. 60 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Property name and location Five properties in ON, BC and SK (sold to CT REIT) (i) Brookside Mall, Fredericton, NB BMO West Coast Portfolio, BC Cambie Street, Vancouver, BC A partnership interest Total 2017 Dispositions 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 Q4 Q4 Q3 Q2 Q1 6.25% $ 135,197 $ 21,700 10.20% 3.72% 3.29% n.a. 10,000 30,309 94,200 25,114 — — — — 978 140 50 148 — 100% 50% 100% 100% 24.9% $ 294,820 $ 21,700 1,316 (i) The weighted average capitalization rate for the seven properties under the total portfolio deal with CT REIT is 6.12%. The remaining two properties are expected to close in Q1 2018. Refer to Business Overview section of this MD&A for information on firm and conditional dispositions under contract as of February 13, 2018. 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 $348.9 million as at December 31, 2017 on behalf of co-owners (December 31, 2016 - $340.9 million). Selected Financial Information of Joint Operations (Proportionate Share) (thousands of dollars) As at December 31, 2017 Allied Allied/Diamond (The Well) Bayfield CMHC Pension Fund CPPIB First Gulf KingSett Metropia/CD Metropia/Bazis Sun Life Tanger Trinity Other RioCan's ownership interest Number of investment properties (i) Assets (ii) Liabilities (ii) 50% 50% 30% - 40% 50% 40% - 50% 50% 50% 50% 50% 40% - 50% 50% 50% - 81.25% 50% - 75% 4 $ 138,488 $ 14,933 $ 1 5 1 3 1 3 1 1 2 4 9 18 193,261 105,736 48,874 240,574 82,335 415,864 46,701 209,103 97,735 164,510 322,133 270,471 16,499 46,342 29,678 18,387 46,163 203,101 1,944 129,985 14,237 11,908 147,483 74,726 Three months ended December 31, 2017 Year ended December 31, 2017 NOI (iii) 333 $ 34 2,129 608 2,050 1,036 3,034 85 — 1,326 2,387 3,911 3,071 NOI (iii) 1,341 194 7,042 2,190 6,473 4,147 11,426 230 — 5,223 9,524 16,309 11,491 75,590 Total joint operations 53 $ 2,335,785 $ 755,386 $ 20,004 $ Includes properties under development and is based on the number of proportionately owned properties as at December 31, 2017. (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. 61 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Selected Financial Information of Joint Operations and Joint Ventures Total Assets (thousands of dollars) As at December 31, 2017 Proportionately consolidated joint operations Income properties PUD (i) Residential development inventory (iii) Other (ii) Total assets December 31, 2016 Allied $ 31,875 $ 84,644 $ 16,099 $ 5,870 $ 138,488 $ Allied/Diamond (The Well) (v) — 187,249 Bayfield CMHC Pension Fund CPPIB First Gulf KingSett Metropia/CD Metropia/Bazis Sun Life Tanger Trinity Other 99,443 48,486 147,532 76,261 4,237 — 87,280 5,315 280,333 130,405 — 6,717 2,510 113,085 97,400 150,310 285,977 175,345 — 10,303 31,041 72,189 — — — — — — 38,094 72,561 — — — 6,012 2,056 388 5,762 759 5,126 1,890 20,947 335 3,897 5,115 5,250 17,687 193,261 105,736 48,874 240,574 82,335 415,864 46,701 209,103 97,735 164,510 322,133 270,471 86,780 131,881 103,967 41,841 239,060 80,210 347,013 — 169,174 97,065 179,314 397,984 179,524 Total assets of proportionately consolidated joint operations Equity accounted joint ventures (iv): $ 1,395,472 $ 732,465 $ 132,004 $ 75,844 $ 2,335,785 $ 2,053,813 HBC (RioCan-HBC JV) $ 242,500 $ — $ — $ 1,209 $ 243,709 $ 232,256 Marketvest Corporation/Dale-Vest Corporation (Dawson-Yonge LP) 9,012 Total assets of equity accounted joint ventures 251,512 — — — — 56 9,068 8,938 1,265 252,777 241,194 $ 1,646,984 $ 732,465 $ 132,004 $ 77,109 $ 2,588,562 $ 2,295,007 (i) The value of properties under development includes active development projects as well as the value of development lands 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 ePlace in Toronto with Metropia and Bazis Inc., development at the prestigious Yorkville area of Toronto with Metropia and CD, the condominium component of the King Portland Centre in Toronto with Allied, and the Windfields Farm townhomes in Oshawa, Ontario with Tribute. (iv) Includes the Trust's equity accounted joint arrangements only and excludes our equity accounted investment in the WhiteCastle Funds. (v) The Trust has a 50% interest in the commercial component and a 40% interest in the residential component of The Well project. 62 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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/CD Sun Life Tanger Trinity Other Year ended December 31, 2017 $ 1,341 $ 2016 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 12,271 495 12,766 101,611 194 7,042 2,190 6,473 4,147 — 11,426 230 5,223 9,524 16,309 11,491 75,590 $ 12,903 $ 497 13,400 88,990 $ Total NOI of proportionately consolidated joint operations Equity accounted joint ventures (ii): HBC (RioCan-HBC JV) Marketvest Corporation/Dale-Vest Corporation (Dawson-Yonge LP) Total NOI of equity accounted joint ventures Total joint arrangements $ $ $ (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, 2017, the Trust's ownership interest in RioCan-HBC JV was 12.0% (December 31, 2016 - 11.6%). 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) (i) Includes mortgages payable and lines of credit with maturities beyond twelve months. (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 gains (losses) Interest expense Net income RioCan's share of net income in RioCan-HBC JV December 31, 2017 December 31, 2016 10,045 $ 2,003,865 12,747 782,892 1,218,271 $ 147,897 $ 9,067 1,980,330 10,675 546,114 1,432,608 167,581 Year ended December 31, 2017 129,766 $ 11,387 (3,722) 18,386 96,271 $ 11,347 $ 2016 131,653 10,643 (11,825) 15,999 93,186 10,391 $ $ $ $ $ $ 63 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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 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, 2017, the estimated weighted average age of our income property portfolio is approximately 24 years (December 31, 2016 - approximately 23 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 particularly given our targeted over $2.0 billion asset sales over the next two to three years with our acceleration of major markets focus strategy announced in October 2017. As a result, management believes that for the purpose of determining ACFO 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, normalized capital expenditures are more relevant than using actual capital expenditures. Refer to the Non-GAAP Measures section of this MD&A for details on how management estimates its normalized capital expenditures used in the determination of ACFO. Tenant improvements and external leasing commissions 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 ACFO. Summary of capital expenditures 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: (thousands of dollars) Maintenance capital expenditures: Tenant improvements and external leasing commissions Recoverable from tenants Non-recoverable Revenue enhancing capital expenditures Three months ended December 31, Year ended December 31, Normalized capital expenditures (i) 2017 2016 2017 2016 2017 2018 $ $ $ 4,917 $ 13,853 $ 29,089 $ 33,677 $ 27,500 $ 24,000 5,122 6,372 9,287 1,504 9,424 12,440 18,920 11,746 15,000 10,000 13,000 8,000 16,411 $ 24,644 $ 50,953 $ 64,343 $ 52,500 $ 45,000 3,475 2,313 18,230 11,706 19,886 $ 26,957 $ 69,183 $ 76,049 (i) Refer to the Non-GAAP Measures section in this MD&A for details on how management estimates its normalized capital expenditures. For the three months ended December 31, 2017, our total capital expenditures on income properties were $19.9 million compared to $27.0 million for the same period in 2016. The $7.1 million decrease was primarily due to accelerated maintenance spending in 2016 on some facilities that lost the Target anchor in order to increase occupancy back to historic levels, partially offset by higher revenue enhancing capital expenditures in Q4 2017. For the year ended December 31, 2017, our total capital expenditures on income properties were $69.2 million compared to $76.0 million for the same period in 2016. The $6.9 million decrease was primarily due to the net effect of the following: • • $4.6 million in lower payments for tenant improvements; and $8.8 million in lower recoverable and non-recoverable capital expenditures; partly offset by 64 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS • $6.5 million in higher revenue enhancing expenditures related to RioCan Yonge Eglinton Centre and major interior upgrades underway at some of the Trust's enclosed mall properties. RioCan's total maintenance capital expenditures for the year ended December 31, 2017 is $51.0 million, $1.5 million lower than our normalized capital expenditures of $52.5 million for the year due to lower spending and timing of maintenance capital expenditures. Refer to the Non-GAAP Measures section of this MD&A for details on how estimates of normalized capital expenditures are determined for 2017 and 2018. Properties Under Development RioCan’s development program is an important component of its long-term growth strategy and is focused on well-located properties in the six major markets in Canada. Often, these are properties that RioCan already owns and are located directly on, or in proximity to, major transit lines such as the existing Toronto Transit Commission's subway lines or the Eglinton LRT line, which is currently under construction. Development properties that the Trust has completed either independently or with co- owners have contributed significantly to our existing growth. The Trust's development program will continue to be a significant value creation driver and will secure diversification and growth of its future cash flows. Population growth in these six major markets is significant and retailers want locations that are easily accessible to this population. RioCan’s properties within its development program will serve that demand and returns on these properties are expected to contribute significantly to our growth strategy over time. To support the aforementioned population growth, cities are building infrastructure and this, in turn, supports RioCan’s development growth strategy in the six major markets in Canada. Development opportunities arise from the fact that retail centres are generally built with lot coverages of approximately 25% of the underlying lands and municipalities are supporting additional density particularly near major infrastructure investments. Considering that RioCan already owns the land for its portfolio of mixed-use redevelopment opportunities, these projects are expected to generate strong returns and increase the Trust's net asset value. The Trust strategically manages its development risks. It undertakes developments selectively based on opportunities in its portfolio and within the markets it focuses on. Development projects must be able to generate appropriate risk-adjusted returns, and the Trust will not commence construction until it has secured the requisite leasing commitments pertaining to the commercial portion of the mixed-use development. In the case of mixed-use projects with a significant residential component, construction of the rental residential component will commence without pre-leasing, as residential rental units are typically not pre-leased before construction start. Construction will only commence with appropriate risk-adjusted returns based on a strong understanding of the rental market in the area which is based on third party studies relating to comparable properties in the area. RioCan will also seek to undertake major developments with established developers. Furthermore, RioCan uses a staggered approach in its development program to avoid unnecessary concentration of development projects in a single period of time to allocate risk exposure and manage the Trust's capital and personnel resources. The Trust's mixed-use residential development will also allow the Trust to access Canadian Mortgage and Housing Corporation (CMHC) insured mortgages, which will further diversify the Trust's funding sources and offer an attractive cost of debt. The Trust categorizes the projects within its development program as follows: Category Description Greenfield Development Projects on vacant land typically located in suburban markets that are being constructed or developed from the ground-up for future use as income producing properties (IPP or IPPs). Urban Intensification Projects at existing IPPs located in urban markets, which typically involve increasing the density or square footage of the properties and are often mixed-use projects. Expansion and Redevelopment Existing IPPs, or components thereof, that are being repositioned through redevelopment, which typically increases NOI by adding to the rentable area of the properties. In addition to the above development categories, the Trust also owns vacant lands and other properties that could be used for future developments. Such vacant land and other properties are reported as “Development Lands and Other” under properties under development (PUD) in the Estimated Project Costs and Development Yield section of this MD&A. RioCan’s estimated NLA , estimated future development costs and estimated proceeds from disposition as discussed throughout this Properties Under Development section of this MD&A 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, estimated NLA and mix among rental, air rights sale, and condominiums/townhouses, 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 zoning approvals. Although the estimated development expenditures 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 estimates. Management's current estimates and assumptions may change over time depending on market conditions and many other factors. There is no assurance that all of these developments will be undertaken, and if they are, there is no assurance as to the mix of commercial and residential developments, or the costs, or the phasing of the projects. 65 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Declaration of Trust and Financial Covenants 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, 2017, RioCan's investments in greenfield development and residential inventory as a percentage of consolidated unitholders' equity is 3.3% and, therefore, the Trust is in compliance with this restriction. In addition, RioCan's revolving unsecured operating line of credit and non-revolving unsecured credit facilities agreements require the Trust to maintain certain financial covenants, one of which includes a more restrictive covenant as it pertains to the Trust's development activities. As of December 31, 2017, the Trust is in compliance with all financial covenants pursuant to the credit facility agreements including the one relating to the Trust's development activities. Refer to note 26 of the 2017 Annual Consolidated Financial Statements for further details. Development Pipeline RioCan's development pipeline as at December 31, 2017 is estimated as follows: (thousands of square feet) A. Active projects with detailed cost estimates Greenfield Development Urban Intensification (v) Expansion & Redevelopment (vi) Subtotal B. Active projects with cost estimates in progress (vii) Total Active Projects C. Future estimated density (viii) Total development pipeline Estimated Density (NLA) at RioCan's Interest (i) Number of Projects (ii) Total PUD (iii) Residential Inventory (iv) Components of PUD Commercial Residential Rental Air Rights Sale 1 12 13 28 41 16 57 17 74 288 3,156 3,444 901 288 2,923 3,211 901 4,345 4,112 13,224 12,668 17,569 16,780 8,710 8,508 26,279 25,288 — 233 233 — 233 556 789 202 991 288 1,301 1,589 772 2,361 3,653 6,014 2,108 8,122 — 589 589 129 718 9,015 9,733 6,400 — 1,033 1,033 — 1,033 — 1,033 — 16,133 1,033 (i) Estimated density across the various components of the development pipeline is expressed as Net Leasable Area (NLA), which represents approximately 90% of Gross Floor Area (GFA) for residential rental and inventory developments. This conversion factor is an estimate, which is based on a number of assumptions including but not limited to, site plan approval, final building design and floor plans as well as the mix of commercial and residential space in a multi-use development project. (ii) Given the range of development activities and the multi-phase nature of the development projects included in the total development pipeline, a single investment property could have more than one project. Therefore, the number of projects shall not be viewed as equivalent to number of properties under development. (iii) PUD NLA includes NLA for air right sales in addition to commercial and residential rental NLA, but excludes NLA for condominiums and townhouse projects which are reported separately as Residential Inventory. (iv) Represents the density associated with the development of our residential condominiums and townhouse projects, that are to be sold in the normal course of business upon project completion, not to be held for long-term capital appreciation or rental income. (v) Urban Intensification projects include approximately 0.1 million square feet that are currently IPP. (vi) Expansion and Redevelopment projects include approximately 0.6 million square feet of vacant NLA which was primarily former Sears and Target space prior to its redevelopment, with remaining 0.3 million square feet as incremental NLA. (vii) Active projects with cost estimates in progress include approximately 2.5 million square feet that are currently IPP. (viii) Future estimated density includes approximately 1.0 million square feet that are currently IPP. The estimated 26.3 million square feet of development pipeline (at RioCan's interest) as of December 31, 2017 includes commercial space, residential rental held for long-term rental income, condominiums and townhouses for sale, and density associated with air rights sales. This development pipeline is to be developed in multiple phases. Approximately 4.1 million square feet of NLA in the estimated development pipeline is existing NLA which is currently income producing, therefore the net incremental density included in the total development pipeline is estimated at 22.2 million square feet as of December 31, 2017. The 2.5 million square feet increase in NLA in the total development pipeline when compared to the third quarter of 2017 consists of a 2.2 million square foot increase in projected future estimated density primarily due to the inclusion of all phases of estimated density for the future Shoppers World Brampton development and a 0.3 million square foot increase due to the Trust's acquisition of an additional 10% ownership in the commercial component of The Well project in October 2017, partially offset by the sale of 50% interest in the Dupont Street project in December 2017, and the transfer of certain expansion and redevelopment projects from IPP to PUD, namely space associated with the units formerly occupied by Sears, net of transfers from PUD to IPP upon project completion. Estimated density for the condominium and townhouse developments sets out RioCan's current intention with respect to what it plans to sell in the ordinary course of business once the projects are completed, rather than to hold on a long term basis for capital appreciation or rental income purposes. As such, the costs associated with this NLA are treated as residential inventory under IFRS and are thus not reported as PUD, even though this NLA forms part of the RioCan’s development program and is included in the above estimated development pipeline. Condominium and townhouse developments are discussed under the Residential Inventory section of this MD&A. 66 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Under IFRS, costs associated with air rights sales, which include, but are not limited to, the costs of underlying structure and infrastructure required for the closing the air rights sales, are part of the costs of the properties under development. As a result, density related to air rights sales is included as part of the PUD square footage. Development projects that we have included in this discussion encompass a wide range of development activities, which may be as simple as a pad addition at an existing site to a large Greenfield development project. Given the range of these development activities and multi-phase nature of certain development projects, a single investment property could have more than one project. Therefore, the number of projects shall not be viewed as equivalent to the number of properties under development. A key milestone of the development process is to obtain the zoning approval. The following table breaks down the Trust's estimated 26.3 million square feet of development pipeline (at RioCan's interest) by zoning status. As of the date of this MD&A, 52 projects or 12.3 million square feet of our development pipeline have zoning approvals, representing approximately 46.7% of total estimated NLA in the Trust's current development pipeline. In addition the Trust has 5 projects or 5.3 million square feet with zoning applications submitted, representing an additional 20.1% of the Trust's current development pipeline as of December 31, 2017. During Q4 2017, the zoning approval was finalized for The Well and The Well - Residential Building 6 in Toronto. This was the primary reason for the 1.5 million square feet increase in square feet of zoning approved from Q3 2017 to Q4 2017. (thousands of square feet) Zoning approved Zoning application submitted Future estimated density Total development pipeline Number of Projects % of square footage zoned Total PUD (ii) Residential Inventory (iii) Components of PUD Commercial Residential Rental Air Rights Sale Estimated Density (NLA) at RioCan's Interest (i) 52 5 17 74 46.7% 12,283 11,494 20.1% 33.2% 5,286 8,710 5,286 8,508 100.0% 26,279 25,288 789 — 202 991 5,032 982 2,108 8,122 5,429 4,304 6,400 1,033 — — 16,133 1,033 (i) Estimated density across the various components of the development pipeline is expressed as NLA, which represents approximately 90% of GFA for residential rental and inventory developments. This conversion factor is an estimate, which is based on a number of assumptions including but not limited to, site plan approval, final building design and floor plans as well as the mix of commercial and residential space in a multi-use development project. (ii) PUD NLA includes NLA for air right sales in addition to commercial and residential rental NLA, but excludes NLA for condominiums and townhouse projects which are reported separately as Residential Inventory. (iii) Represents the density associated with the development of our residential condominiums and townhouse projects, that are to be sold in the normal course of business upon project completion, not to be held for long-term capital appreciation or rental income. Estimated Project Costs and Development Yield RioCan's share of estimated development costs as of December 31, 2017 are summarized in the following table. This summary includes estimated costs for the 41 active PUD projects with detailed cost estimates (described below), plus the current carrying costs of the development lands and other, net of projected proceeds from dispositions. The 41 active PUD projects with detailed cost estimates represent 4.1 million square feet or 16.3% of RioCan's estimated PUD development pipeline on an NLA basis. The 0.3 million increase in NLA in active projects with detailed cost estimates when compared to the third quarter of 2017 is primarily due to the Trust's acquisition of an additional 10% ownership in the commercial component of The Well project in October 2017, the transfer of certain expansion and redevelopment projects from IPP to PUD, namely space associated with the units formerly occupied by Sears, net of the sale of 50% interest in the Dupont Street project in December 2017 and transfers from PUD to IPP upon project completion. The total estimated project costs excludes costs relating to condominiums or townhouse developments, which are included in Residential Inventory in the consolidated financial statements and in this MD&A. (thousands of dollars or thousands of square feet) Greenfield Development Urban Intensification Expansion & Redevelopment Active projects with detailed cost estimates Development Lands and Other (ii) Projected proceeds from dispositions (iii) Total PUD Fair Value to Date Number of Projects Total PUD NLA (i) Total PUD Estimated Costs At RioCan's Interest Costs incurred to date Completed (IPP) PUD Total Estimated PUD Costs to Complete 1 12 13 28 41 288 $ 108,778 $ 37,314 $ 42,510 $ 79,824 $ 28,954 2,923 3,211 901 1,457,597 1,566,375 459,875 20,460 57,774 — 458,523 501,033 270,048 478,983 978,614 558,807 1,007,568 270,048 189,827 4,112 $ 2,026,250 $ 57,774 $ 771,081 $ 828,855 $ 1,197,395 297,449 (140,977) 297,449 297,449 — — (140,977) $ 2,182,722 $ 57,774 $ 1,068,530 $ 1,126,304 $ 1,056,418 $ 1,123,184 Total NLA includes NLA from commercial, residential rental and air rights sales and excludes NLA from residential inventory. (i) (ii) Development lands and other includes excess land and other properties that could be used for future developments. 67 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS (iii) Represents conditional land and air right sales that the Trust will sell instead of holding for long-term income, which management considers as reductions to its overall development expenditures. Total estimated project costs based on current assumptions for these projects, including the current carrying costs of development lands and other, are $2.2 billion, net of estimated proceeds from land and air rights dispositions, with $1.1 billion of costs incurred to date. Total estimated project costs include land acquisition costs, estimated construction costs, interest and other carrying costs, as well as capitalized development staff compensation and other expenses. Phasing of the remaining $1.1 billion of estimated PUD costs to complete is discussed in the Project Phasing and NLA Completion section of this MD&A. The relatively small $0.1 million increase in total estimated PUD costs for the development pipeline estimated as of December 31, 2017 when compared to the estimated costs as of September 30, 2017 was primarily due to the acquisition of an additional 10% interest in the commercial component of The Well in October 2017, the transfer from IPP to PUD associated with the former Sears space, partly offset by disposition of 50% interest in Dupont Street, PUD completions and transfers to IPP, and updated costs estimates for a few projects. The Trust has been funding and will continue to fund its development pipeline through its capital recycling program including net proceeds from its strategic asset sales over the next two to three years as announced in October 2017, the sale of remaining available-for-sale marketable securities, and strategic development partnerships. The total estimated development costs, which includes the total costs of active projects with detailed cost estimates, development lands and other, net of projected proceeds from dispositions, as at December 31, 2017 are further broken down by committed and non-committed spending as follows: (thousands of dollars) Committed Non-committed Total Total PUD Estimated Costs At RioCan's Interest Costs incurred to date Completed (IPP) PUD Total Estimated PUD Costs to Complete $ $ 1,764,550 $ 48,789 $ 764,865 $ 813,654 $ 418,172 8,985 303,665 312,650 950,896 105,522 2,182,722 $ 57,774 $ 1,068,530 $ 1,126,304 $ 1,056,418 A project is considered to be committed when all major planning issues have been resolved, anchor tenant(s) has/have been secured, and/or construction is about to commence or has commenced. Although a non-committed project may have a completed portion, the Trust is not committed to completing the remaining phase(s) of the project if it so decides in due course. Development Lands and Other are included in non-committed projects. The recent acquisition of the Yorkville property is included in Development Lands and Other and therefore is categorized as non-committed in the table above until such time the project is considered committed based on the above noted criteria. On an aggregate basis, greenfield development and urban intensification projects (including residential rental development) are currently estimated to generate a weighted average NOI yield of approximately 5% to 6%, although certain properties may be outside either side of this range. This yield is derived from estimated stabilized net operating income following completion of a project over total estimated project costs for the project net of estimated proceeds from dispositions including land and air right sales. However, the actual development yield could differ if total estimated project costs and estimated stabilized net operating income are different from those currently estimated, or if there are other unforeseen circumstances that cause actual results to differ from assumptions. Project Phasing and NLA Completion As at December 31, 2017, the 41 active development projects with detailed costs estimates are currently expected to be completed as follows in terms of NLA completion: Estimated PUD NLA - At RioCan's Interest (thousands of square feet) Greenfield Development Urban Intensification Expansion & Redevelopment Total 288 2,923 3,211 901 Active projects with detailed cost estimates 4,112 Greenfield Development and Urban Intensification Only: % of completion by year 100.0% Cumulative % of completion by year Completed (IPP) (i) 136 63 199 — 199 6.2% 6.2% PUD (ii) 2018 2019 2020 2021+ 152 2,861 3,013 901 3,914 18 313 331 362 693 26 377 403 410 813 5 1,168 1,173 129 1,302 103 1,003 1,106 — 1,106 10.3% 16.5% 12.5% 29.0% 36.6% 65.6% 34.4% 100.0% (i) Represents the portion of the development pipeline where tenants have taken possession and is included in income producing properties. (ii) Represents the remaining portion of the NLA that is yet to be completed for the 41 active projects with detailed cost estimates as of December 31, 2017, including NLA for air right sales, and includes 0.6 million square feet of vacant NLA which is primarily former Sears and Target space prior to its redevelopment. 68 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS As noted in an earlier section of this MD&A, estimates of NLA completion by year are subject to various factors which may or may not be within management’s control. Estimates for the NLA to be completed decreased for 2018 while increased for 2019 when compared to such estimates as of September 30, 2017, primarily as a result of timeline changes as the Trust rebalances the staggering of projects and the inclusion of space formerly occupied by Sears, the redevelopment of which is estimated to be substantially completed in 2019. Annual costs for active PUD projects with detailed cost estimates are estimated in the $250 million to $300 million range over the next two years. Together with the estimated $50 million to $100 million annual costs on residential inventory as noted in the Residential Inventory section of this MD&A, total annual development costs are estimated in the $300 million to $400 million range over the next two years. These estimates reflect management’s estimates as of December 31, 2017 and are subject to changes due to potential changes in various underlying factors as noted earlier in this MD&A. Approximately 362,000 square feet at RioCan’s interest of Expansion and Redevelopment projects are expected to be completed during 2018. Of the 362,000 square feet, 185,000 square feet have committed leases and is expected to generate an annualized net incremental IFRS rent revenue of $3.0 million, which is already included in the $9.0 million net incremental IFRS rent revenue as disclosed under the In-place Occupancy section of this MD&A. Mixed-Use Residential Development Despite the rent control legislation introduced by the Government of Ontario in May 2017 which extends rent control to all residential rental units regardless of when constructed, RioCan remains committed to its rental residential development program while we assess the impact on individual projects and observe the broader market reactions. RioCan targets to develop approximately 10,000 rental residential units over the next decade. However, 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, there is no assurance as to the mix of commercial, residential rental and condominium residential developments, or the costs, or the phasing of the projects. RioCan has currently identified a number of properties that it considers to be strong possible intensification opportunities, all of which are in the six major markets in which it operates and are typically located in the vicinity of existing or planned substantive transit infrastructure. These properties are in various stages of development. The following table provides a summary of our mixed-use residential development program, which accounts for 95.6% of our overall estimated 26.3 million square feet of development pipeline as discussed earlier in this section of the MD&A. To further clarify, this summary does not include Greenfield and Urban Intensification projects that have commercial components only. 69 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Locations RioCan Ownership % (Partner) Total NLA at 100% Residential Inventory Total PUD (ii) (iii) Commercial Residential Rental Air Rights Sale Estimated Density (NLA) at RioCan's Interest (i) PUD Components (thousands of square feet) A. Active mixed-use residential projects with detailed cost estimates (vi) Urban Intensification Brentwood Village -Residential (iv) Calgary, AB 50% (Boardwalk) Dupont Street (iv) Toronto, ON 50% (Woodbourne) Fifth and Third East Village (iv) Calgary, AB 100% Gloucester -Residential (iv) Gloucester, ON 50% (Killam) King-Portland Centre (iv) Toronto, ON 50% (Allied) Yonge Eglinton Northeast Corner (iv) Toronto, ON The Well (iv) Toronto, ON 50% (Metropia / Bazis) 50% commercial ( Allied ) 40% residential ( Allied / Diamond) College & Manning (iv) Toronto, ON 50% (Allied) The Well -Residential Bldg 6 (iv) Toronto, ON 50% (Woodbourne) 145 181 755 185 425 707 72 90 755 93 213 354 72 90 755 93 166 168 2,563 1,173 1,173 113 375 56 188 56 188 — — — — 47 186 — — — 5 16 158 3 166 22 737 32 — 5,449 2,994 2,761 233 1,139 Expansion and Redevelopment Yonge Sheppard Centre (iv) (v) Toronto, ON 50% (KingSett) 412 206 206 — 77 5,861 3,200 2,967 233 1,216 Total active mixed-use residential projects with detailed cost estimates - 10 projects (vi) B. Active mixed-use residential projects with cost estimates in progress (vii) Approved Zoning Sunnybrook Plaza (iv) Clarkson Village (iv) Toronto, ON 50% (Concert) Mississauga, ON 100% Gloucester -Residential phase II (iv) Gloucester, ON 50% (Killam) Brentwood Village -Residential phase II (iv) Calgary, AB 100% Edmonton, AB 40% (Bayfield) 2,010 316 418 472 955 158 418 236 955 804 727 744 972 158 418 236 955 804 727 744 972 — — — — — — — — 100% 100% 100% 727 744 972 100% of commercial, 50% of residential (Tribute) 1,931 1,375 819 556 100% 100% 977 572 977 572 977 572 — — 22 35 9 435 300 479 96 191 819 163 122 Victoria, BC Ottawa, ON Calgary, AB Oshawa, ON Toronto, ON Ottawa, ON 10,094 7,938 7,382 556 2,671 4,711 Toronto, ON 50% (Talisker) Mississauga, ON Toronto, ON Toronto, ON Toronto, ON 100% 100% 100% 100% 614 330 582 307 330 582 2,760 2,760 1,307 1,307 5,593 5,286 307 330 582 2,760 1,307 5,286 — — — — — — 64 120 61 600 137 982 243 210 521 2,160 1,170 4,304 15,687 13,224 12,668 556 3,653 9,015 67 74 — 90 — 146 — — 597 — — — — 436 24 188 589 129 718 136 383 227 520 504 248 648 781 — 814 450 — — 1,033 — 1,033 — — — — — — — — — — — — — — — — — — — Millwoods (iv) Tillicum (iv) Westgate (iv) Southland (iv) Windfields Farm (iv) Markington (iv) Elmvale (iv) Zoning applications submitted Queensway RioCan Grand Park Dufferin Plaza RioCan Scarborough Centre RioCan Leaside Centre Total active mixed-use residential projects with cost estimates in progress - 16 projects (vii) Total active mixed-use residential projects - 26 projects C. Future estimated density - 17 projects (viii), (ix) Total mixed-use residential developments - 43 projects Mixed-use residential developments as a percentage of total development pipeline 21,548 16,424 15,635 789 4,869 9,733 1,033 9,329 8,710 8,508 202 2,108 6,400 — 30,877 25,134 24,143 991 6,977 16,133 1,033 95.6% 95.5% 100.0% 85.9% 100.0% 100.0% (i) Estimated density across the various components of the development pipeline is expressed as NLA, which represents approximately 90% of GFA for residential rental and inventory developments. This conversion factor is an estimate, which is based on a number of assumptions including but not limited to, site plan approval, final building design and floor plans as well as the mix of commercial and residential space in a multi-use development project. (ii) PUD NLA includes NLA for air right sales in addition to commercial and residential rental NLA, but excludes NLA for condominiums and townhouse projects which are reported separately as Residential Inventory. (iii) Represents the density associated with the development of residential condominiums and townhouse projects. 70 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS (iv) As at the date of this MD&A, RioCan has obtained final zoning approvals for the development of these properties. The above table includes only mixed-use residential development projects and thus does not include Greenfield Development and Expansion and Redevelopment projects that do not have residential components. As a result, the Trust has more projects with zoning approvals than what is included in this table. (v) Commercial square footage at Yonge Sheppard Centre represents the redevelopment of the existing enclosed mall retail space, which is all incremental. (vi) Active mixed-use residential projects with detailed cost estimates include approximately 0.1 million square feet that are currently IPP. (vii) Active mixed-use projects with cost estimates in progress include approximately 2.5 million square feet that are currently IPP. (viii) Future estimated density includes approximately 1.0 million square feet that is currently IPP. (ix) Includes the Yorkville property development site acquired in Q3 2017, which is expected to be developed into 0.5 million (at 100%) square feet of mixed-use residential and retail space. Out of the 26.3 million square feet of the Trust's estimated development pipeline, mixed-use residential projects account for approximately 95.6% of its estimated development pipeline (RioCan's interest). This consists of 43 projects with currently estimated 25.1 million square feet of NLA, consisting of 7.0 million square feet of commercial NLA and 18.2 million square feet of residential NLA, including residential rental, air right sales, and condominium or townhouse developments. Out of the 25.1 million square feet (RioCan's interest) of residential development pipeline, approximately 3.5 million square feet of commercial NLA is currently income producing. Residential rental units and air rights sales (17.2 million square feet at RioCan's interest) account for 65.3% of the Trust's total development pipeline of 26.3 million square feet as of December 31, 2017. Out of the 43 identified mixed-use residential projects, RioCan has 26 projects that are currently active, out of which 21 projects have zoning approvals and 5 projects are currently under zoning application. If all planning applications pertaining to the 5 projects currently under zoning application are approved, the 26 active mixed-use residential development projects are expected to generate a total of approximately 21.5 million square feet of NLA at 100% share. At RioCan’s interests, these 26 active mixed-use residential developments are estimated to generate 16.4 million square feet of NLA including, 4.9 million square feet of commercial NLA and 11.6 million square feet of residential NLA, including residential rental and air rights sales. In addition to the 26 active residential development projects, Riocan has also identified sites with future density which have the potential of contributing an additional 8.7 million square feet of NLA at RioCan’s share, consisting of 2.1 million square feet of commercial NLA and 6.6 million square feet of residential NLA. The 2.2 million increase in the estimated future density from Q3 2017 to Q4 2017 is primarily due to inclusion of all phases of future estimated density for our Shoppers World Brampton property in the GTA while balancing the number of projects included in this estimate. Except for 1.0 million square feet that is currently income producing, the remaining 7.7 million square feet is the estimated incremental density. Overall, out of the 25.1 million square feet (RioCan's share) of mixed-use residential development, 11.1 million square feet or 44.3% currently have zoning approvals, 5.3 million square feet or 21% currently have zoning applications submitted. Properties under Development Continuity The change in the IFRS consolidated net carrying amount is as follows: (thousands of dollars) Balance, beginning of year Acquisitions Dispositions Development expenditures Transfers PUD to IPP - cost Transfers PUD to IPP - fair value Transfers IPP to PUD Transfers to residential inventory Fair value gains, net Earn-out consideration Other Balance, end of year Three months ended December 31, Year ended December 31, 2017 2016 2017 $ 1,039,775 $ 891,029 $ 915,508 $ 25,425 (52,904) 95,261 (53,730) 5,992 51,424 (3,102) 15,043 — — 319 (700) 78,689 (54,418) (2,557) 142 — 3,004 — — 63,933 (88,127) 324,596 (224,311) 4,240 112,473 (16,174) 27,437 3,609 — 2016 872,202 10,043 (5,436) 243,243 (264,832) (9,308) 21,019 — 48,196 — 381 $ 1,123,184 $ 915,508 $ 1,123,184 $ 915,508 Development Property Acquisitions During the fourth quarter of 2017, the Trust completed two development property acquisitions aggregating $25.4 million at RioCan's interest. During the year ended December 31, 2017, the Trust completed six development property acquisitions aggregating $63.9 million at RioCan's interest. Notable transactions that occurred during the year ended December 31, 2017 include: 71 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS • • • • Yorkville - During Q3 2017, RioCan acquired a 75% ownership interest in properties located in the prestigious Yorkville area of Toronto, Ontario. The total consideration of these properties, including transaction costs was $67.5 million, which was paid by $35.9 million in cash, $28.5 million repayment of a loan receivable, and $3.1 million assumption of debt. After the sale of a 25% interest in the project by RioCan on October 12, 2017 to Capital Developments (CD) at a sale price of $21.7 million, including certain cost recoveries, RioCan owns a 50% ownership interest in the properties at a total consideration of $45.8 million including transaction costs, which consists of $36.9 million as residential inventory and $8.9 million classified as properties under development. Subsequent to December 31, 2017, the partners acquired three other adjacent properties for this development at an aggregate purchase price, including transaction costs, of $31.1 million (at RioCan's 50% interest). The partners are in the early stages of creating plans to redevelop the site, which has the potential for approximately half a million square feet of luxury condominiums, retail uses and up to 82 residential rental replacement units. RioCan has agreed to purchase the partners' interest in the retail portion upon project completion at a 6% capitalization rate and has the right of first opportunity to acquire the residential rental replacement units. Yonge Eglinton Northeast Corner - On July 5, 2017, RioCan entered into an agreement with its partners to purchase the remaining 50% interest in the rental residential tower of the landmark, mixed-use, transit oriented project at the northeast corner of Yonge Street and Eglinton Avenue, also known as ePlace. The purchase price is estimated in the range of $95 to $105 million upon closing, which is expected to occur in the first quarter of 2019, subject to final cost adjustments. Upon closing, the project will add 466 rental units, including 65 residential rental replacement units, to the Trust's residential portfolio. RioCan also has an agreement to acquire the remaining 50% interest in the retail component of the ePlace at a purchase price based on a 7% capitalization rate and the stabilized net operating income upon completion in 2019. The Well - On October 5, 2017, RioCan and its co-owner Allied acquired WNUF 2 undivided 20% interest in the commercial component of The Well for a purchase price, including transaction costs, of $46.1 million ($23.0 million at RioCan's additional 10% interest). As a result of this transaction, both Allied and RioCan each own an undivided 50% interest in the commercial component and will pursue the construction and ultimate operation of the commercial component as equal partners. E2 Condos at Yonge & Eglinton - On December 11, 2017 RioCan acquired a 10% interest in E2 Condos, a development adjacent to RioCan's residential rental project at the northeast corner of Yonge and Eglinton. RioCan will invest a total of $3.0 million and will participate in project profits and earn fees for easement rights. During Q4 2017, RioCan contributed $1.4 million of capital to the project. This investment is accounted for as other assets under IFRS in our consolidated balance sheet and therefore, is not included in either Property Under Development or Residential Inventory on the Trust's consolidated balance sheet. In addition to above noted acquisitions, the Trust also completed the acquisition of one development property in Q1 2017 for $5.4 million, two parkland parcels in Q3 2017 for a total purchase price of $2.5 million, and acquisition of the former Sears space at Garden City Mall in Winnipeg, Manitoba for $2.4 million (at RioCan's 30% interest). Development Property Dispositions During the year ended December 31, 2017, we completed nine development property dispositions aggregating $88.1 million at our interest, as noted below. During the three months ended December 31, 2017, RioCan completed seven development property dispositions aggregating $52.9 million at RioCan's interest. • Gloucester Residential - On April 21, 2017, Killam and RioCan formed a 50/50 joint venture to develop a rental residential community on a 7.1 acre site, also known as Frontier, located at Gloucester City Centre on the new Confederation LRT in Ottawa, Ontario. The zoning is approved for a total of four residential towers containing up to 840 units (at 100%), with the first phase consisting of a 23-storey tower containing approximately 222 units (at 100%). The first phase of project is currently under construction and is estimated to be completed in 2019. This leading edge development will maximize efficiencies with the incorporation of a geothermal energy system for the building's heating and cooling. Killam acquired its interest for $9.0 million (50% interest) including certain cost recoveries. • • Sunnybrook Plaza - On June 14, 2017, RioCan formed a 50/50 joint venture with Concert to redevelop the Sunnybrook Plaza property located on the new Eglinton LRT in Toronto, Ontario, into a 16-storey and an 11-storey mixed-use project. Concert acquired its interest for $26.2 million (50% interest). Yorkville - As discussed above, RioCan disposed of a 25% interest in the project to CD at a sale price of $21.7 million on October 12, 2017, including certain cost recoveries. • Windfield Townhouse Development - On October 27, 2017, RioCan completed the sale of a 50% interest in an approximately 31 acre land parcel of RioCan's Windfields Farm development property to Tribute for a total sales price of $3.1 million (50% interest). The land price in this transaction was low because Tribute is the exclusive party that can remove the existing restrictions for townhouse development. The co-owners plan to develop 551 townhouses on the land in several phases. 166 of the 170 units released in phase one and 14 of the 94 units in phase two have been sold. Servicing and roadwork construction began in the third quarter of 2017 and building construction is projected to commence in 2018. • Brentwood Village - On November 23, 2017, RioCan completed the sale of a 50% interest in a discrete portion of its Brentwood Village property in Calgary, Alberta to Boardwalk for total proceeds, including certain cost recoveries, of $4.8 million (50% interest). The co-owners plan to develop this discrete portion of the property into a mixed-use project with 72 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 163 residential rental units plus retail space. RioCan continues to own 100% of the main portion of the property including existing retail and future density. • Dupont Street - On December 15, 2017, RioCan completed the sale of a 50% interest in its 740 Dupont Avenue mixed- use development project in Toronto, Ontario to Woodbourne for total proceeds, including certain cost recoveries, of $9.4 million (50% interest). The mixed-use project will consist of 210 residential rental units plus retail space. Woodbourne is also the Trust's partner on the Trust's largest 584-unit residential development project - Building 6 at The Well in downtown Toronto. • Excess land - RioCan also completed the sale of three parcels of excess land for total sale proceeds of $13.9 million. Transfers to Residential Inventory During the year ended December 31, 2017, RioCan announced changing the residential rental component of the King Portland Centre to condominium units. In addition, the costs associated with the Windfields Farm residential development were transferred to residential inventory upon formation of the joint venture with Tribute to develop townhomes. Completed Developments in 2017 During the three months and year ended December 31, 2017, RioCan transferred $53.7 million and $224.3 million, respectively, in costs to income producing properties pertaining to 117,000 and 849,000, respectively, square feet of completed greenfield development and expansion and redevelopment projects. A summary of RioCan’s NLA completed during the period is as follows: (thousands of square feet, unless otherwise noted) Property location Greenfield Developments East Hills, Calgary, AB Expansion and Redevelopment Brentwood Village, Calgary, AB Burlington Mall, Burlington, ON Charlottetown Mall, Charlottetown, PEI Corbett Centre, Fredericton, NB Desserte Ouest, Laval, QC Empress Walk, Toronto, ON Flamborough Power Centre, Hamilton, ON Gates of Fergus, Fergus, ON Grant Crossing, Ottawa, ON Herongate Mall, Ottawa, ON Millcroft Shopping Centre, Burlington, ON Parkland Mall, Yorkton, SK Place Greenfield Park, GP, QC Riocan Durham Centre, Ajax, ON RioCan West Ridge, Orillia, ON Sage Hill Crossing, Calgary, AB Shoppers City East, Ottawa, ON Shoppers World Brampton, Brampton, ON South Hamilton Square, Hamilton, ON Stratford Centre, Stratford, ON The Stockyards, Toronto, ON Tanger Outlets Ottawa, Ottawa, ON Trinity Common Brampton, Brampton, ON Total development completion Greenfield Development NLA at RioCan's Interest 2017 RioCan’s % ownership Total NLA Q4 Q3 Q2 Q1 Tenants 40% 100% 50% 100% 100% 100% 100% 100% 100% 80% 75% 50% 100% 100% 100% 100% 50% 63% 100% 100% 100% 50% 50% 100% 3 3 4 24 26 21 94 14 40 9 5 33 50 21 55 69 7 28 4 111 32 42 77 12 68 849 — — 4 24 — — — 14 — — — — 35 — — 20 — — — — — — — — 20 117 — — — — — 7 — — — 9 — 10 — — 5 43 — 3 — 111 — 17 — — 48 — — — — — — 94 — 40 — — — 15 — 50 6 7 20 — — — — — — — 3 Smitty's 3 — Titan's Vault Games — Denninger's, Indigo, Real Fruit Bubble Tea 26 SportChek 14 NB Liquour — JYSK, Gold's Gym, Staples — Pet Smart — Treasure Hunt — Mark's Warehouse 5 Shoe Company 23 GoodLife Fitness — Value Village, Movati Fitness 21 Winners — JYSK, Giant Tiger — Michaels, PetSmart, Structube, DSW — Sports Medicine 5 Dollarama, Sally Beauty, Subway, 9-Round Fitness, Great Canadian Pizza 4 Tim Horton's, Pita Pit, A&W — GoodLife Fitness, Staples, JYSK, Giant Tiger 32 JYSK 25 Michaels, Value Village 77 Nations 12 Marshalls — Michaels, Winners, DSW 253 232 247 During 2017, the Sage Hill project was substantially completed and transferred into income producing property. The project is a 380,000 square foot new format centre located in a growing residential suburb in northwest Calgary, co-owned with KingSett on a 50/50 basis. The 32 acre development site is anchored by Walmart and Calgary’s first Loblaws City Market banner, with an 73 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS excellent mix of strong national (London Drugs, Dollarama, Scotiabank, McDonalds, Royal Bank of Canada) and high quality regional retailers. As at December 31, 2017, RioCan currently has one greenfield development project with a detailed cost estimate. This project is expected to add approximately 288,000 square feet of NLA at RioCan’s interest upon completion. Of this amount, 136,000 square feet at RioCan's interest has been completed as at December 31, 2017 and is already income producing. (thousands of dollars or thousands of square feet) RioCan's % ownership Total PUD NLA upon project completion Completed PUD Total Total Estimated PUD Costs At RioCan's Interest Costs incurred to date Completed PUD Total Estimated PUD Costs to Complete % commercial leased (i) Anticipated Date of Development Completion East Hills, Calgary, AB 40% 136 152 288 $ 108,778 $ 37,314 $ 42,510 $ 79,824 $ 28,954 55% 2021 PUD Fair Value to date $ 46,596 (i) Leasing activity includes leasing that is conditional on receiving municipal approvals and meeting construction deadlines. The percentage of commercial leasing activity is as at February 13, 2018. During Q4 2017, the Trust reclassified approximately $17.0 million of the PUD costs to date for this project to the Development and Other category as the costs are related to vacant land that the Trust does not plan to develop in the near future. As a result, total estimated PUD costs and costs to complete were also adjusted downward. For East Hills, approximately 160,000 square feet of NLA has committed leases in-place, which includes tenants that have taken possession of the space, at a weighted average net rent rate of approximately $18.58 per square foot. Urban Intensification A focus within our development growth strategy is urban intensification, which is another name for our residential or mixed-use development program. The Trust currently has 12 active urban intensification projects with detailed cost estimates that will generate approximately 2.9 million square feet of NLA at RioCan’s interest of space upon completion over the next six years, including air rights that have been or are expected to be sold. Excluding such air rights, these 12 active urban intensification projects are expected to generate approximately1.8 million square feet of estimated NLA. Our urban intensification program currently is focused on properties located in densely populated areas in the urban cores of Toronto, Ottawa and Calgary. A summary of our urban intensification projects with detailed cost estimates as at December 31, 2017 is as follows: (thousands of dollars or thousands of square feet) 491 College Street, Toronto, ON (v) Bathurst College Centre, Toronto, ON (v) Brentwood Village - Residential, Calgary, AB (v) Dupont Street, Toronto, ON (v) Fifth and Third East Village, Calgary, AB (v) Gloucester - Residential, Ottawa, ON (v) King-Portland Centre, Toronto, ON (v) 642 King Street West, Toronto, ON (v) The Well, Toronto, ON (iv), (v) Yonge Eglinton Northeast Corner, Toronto, ON (v) College & Manning,Toronto, ON The Well -Residential Bldg 6, Toronto, ON(iii) Total Estimated PUD Costs (ii) PUD Fair Value to date Total PUD NLA upon project completion Costs incurred to date At RioCan's Interest RioCan’s % ownership Completed PUD Total Total Estimated PUD Costs Completed PUD Total Estimated PUD Costs to Complete % commercial leased (i) Anticipated Date of Development Completion 50% 100% 50% 50% 100% 50% 50% 50% '50% of commercial ; 40% of residential air rights — — — — — 3 31 — 12 12 $ 11,970 $ — $ 10,751 $ 10,751 $ 1,219 139 139 107,433 — 79,730 79,730 27,703 63% 79% 2018 2019 72 90 72 90 38,632 70,221 — — 5,503 5,503 33,129 —% 2020 9,710 9,710 60,511 13% 2021 755 755 134,433 — 57,554 57,554 76,879 70% 2021 90 93 41,910 226 17,438 17,664 24,246 100% 2019 135 166 82,355 11,249 42,631 53,880 28,475 13 13 17,704 — 14,834 14,834 2,870 94% 39% 2018 & 2019 2018 — 1,173 1,173 675,208 — 140,008 140,008 535,200 —% 2021 50% — 167 167 117,994 — 74,147 74,147 43,847 31% 2018 & 2019 50% 50% 29 — 27 56 30,561 8,985 5,763 14,748 15,813 79% 2021 188 188 129,176 — 454 454 128,722 —% 2022+ 63 2,861 2,923 $ 1,457,597 $ 20,460 $458,523 $478,983 $ 978,614 $577,457 74 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS (i) Leasing activity includes leasing that is conditional on receiving municipal approvals and meeting construction deadlines. Leasing shown in this table is calculated as a percentage of commercial square footage only as there is no pre-leasing for residential rental square footage. The percentage of commercial leasing activity is as at February 13, 2018. (ii) Total Estimated PUD Costs exclude fair value gains of $118.9 million. (iii) This development project has not yet commenced construction, therefore, costs incurred to date have not been substantial. (iv) Total estimated PUD costs for The Well do not include approximately $72.1 million (at RioCan's interest) of estimated proceeds from air rights dispositions. Net of these estimated proceeds from dispositions, total estimated PUD costs for The Well (at RioCan's interest) would be $603.1 million. (v) These projects are committed, representing projects where all planning issues have been resolved, anchor tenant(s) has or have been secured, and/or construction is about to commence or has commenced. As of the release date of this MD&A, approximately 364,000 square feet of the above urban intensification NLA under development has committed or in-place leases, which includes tenants that have taken possession of the space, at a weighted average net rent rate of approximately $29.98 per square foot. The increase in total estimated PUD costs when compared to the third quarter of 2017 results primarily from the acquisition of an additional 10% interest in the commercial component of The Well in October 2017, partly offset by disposition of a 50% interest in Dupont Street in December 2017 and updates to costs estimates for certain projects. Expansion & Redevelopment As at December 31, 2017, RioCan’s expansion and redevelopment pipeline will, upon completion, comprise approximately 0.9 million square feet of NLA at RioCan’s ownership interest. Approximately 0.6 million square feet of NLA is not incremental as it represents primarily vacant former Sears and Target space prior to its redevelopment. The 0.2 million increase in NLA during the three months ended December 31, 2017 was primarily due to the transfer of certain projects from IPP to PUD, namely space associated with the units formerly occupied by Sears, net of transfers from PUD to IPP upon project completion. A summary of RioCan’s expansion and redevelopment projects as at December 31, 2017 is as follows: (thousands of dollars or thousands of square feet) Brentwood Village, Calgary, AB (iv) Burlington Mall, Burlington, ON Empress Walk, Toronto, ON Northgate Village SC, Calgary, AB Place Super Carnaval Laval, Laval, QC RioCan Meadows, Edmonton, AB Sage Hill, Calgary, AB Tanger Outlets - Kanata, Kanata, ON The Stockyards, Toronto, ON Yonge Sheppard Centre, Toronto, ON 1208 1216 Dundas Street East, Whitby ON RioCan Centre Victoria, Whitby, ON Properties with former Target units (ii) - 6 projects Properties with former Sears units (ii) - 10 projects Total Estimated PUD Costs (i) PUD Fair Value to date At RioCan's interest Costs incurred to date RioCan's % Ownership Total PUD NLA upon project completion Total Estimated PUD Costs Costs incurred to date Historical IPP Costs (iii) Estimated PUD Cost to Complete Total 100% 50% 100% 100% 100% 100% 50% 50% 50% 50% 100% 50% 10 $ 3,952 $ 14 $ 2,618 $ 2,632 $ 23 11 7 16 15 4 19 10 20,915 8,051 11,100 19,151 3,426 4,857 3,673 7,732 2,099 11,238 7,452 935 14 1,581 1,059 58 3,707 606 2,000 2,100 818 3,760 328 3,761 6,700 2,935 2,114 2,399 4,819 386 7,468 7,306 1,320 1,764 491 2,743 1,274 2,913 1,713 3,770 146 206 250,850 104,980 26,817 131,797 119,053 7 44 148 381 5,170 7,874 27 1,619 1,551 6,176 1,578 7,795 48,416 6,965 21,999 28,964 82,221 4,142 46,562 50,704 3,592 79 19,452 31,517 901 $ 459,875 $ 133,758 $ 136,290 $ 270,048 $ 189,827 $ 223,309 (i) Total estimated PUD costs include carrying amounts transferred from IPP for redevelopment and exclude historical fair value losses of $46.7 million. (ii) RioCan transferred carrying value associated with the spaces formerly occupied by Sears and Target from IPP to PUD. The estimated PUD costs to complete are based upon various scenarios with the objective of developing these assets, such that RioCan can attract new tenants, achieve higher rents and improve the overall shopping centre. (iii) Historical costs were costs of IPP prior to the transfer to PUD. (iv) Represents the commercial redevelopment project only, refer to Urban Intensification section of this MD&A for the residential component. Residential Inventory Residential 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 to 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. 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. 75 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS As at December 31, 2017, the costs of residential inventory include the costs incurred on the following four condominium or townhouse projects: • Yonge Eglinton Northeast Corner (ePlace) - The 623-unit, fully pre-sold condominium project with Metropia and Bazis Inc. is expected to be completed by the end of 2018 or Q1 2019. • King & Portland (Kingly) - This is a 134-unit condominium project at the northwest corner of King Street West and Portland Street in Toronto's trendy downtown neighbourhood of King West. RioCan and its 50/50 partner Allied announced a change to the residential rental component of the project as originally contemplated, to condominium units in September 2017. The partners subsequently fully pre-sold the condominium units with profitability of the project exceeding initial expectations. • Yorkville - This is a 50/25/25 joint venture project among RioCan, Metropia and CD in the prestigious Toronto neighborhood of Yorkville. As of February 13, 2018, the partners have completed acquisitions of adjacent properties substantially required for the intensification project. The partners are in the early stages of creating plans to redevelop the site, which has the potential for approximately half a million square feet of luxury condominiums, retail uses and up to 82 residential rental replacement units. • Windfield Townhouses - On October 27, 2017 RioCan and Tribute formed a joint venture to develop the Windfields Farm 31-acre site located in Oshawa, Ontario also known as UC Towns 2. The 551 condominium townhouse project will be constructed in three phases. 166 of the 170 units released in phase one and 14 of the 94 units in phase two have been sold. Grading, servicing and roadwork construction began in the third quarter of 2017. Subdivision plan approval was received in Q4 2017. Building construction is expected to commence in 2018. Refer to Development Property Acquisitions and Dispositions sections of this MD&A for more details on these projects. The following table shows the year to date changes in the aggregate carrying value of RioCan's residential inventory: Year ended December 31, Balance, beginning of year Acquisitions (i) Development expenditures Transfers from investment properties (ii) Balance, end of year 2017 48,414 $ 36,870 30,545 16,174 132,003 $ $ $ 2016 45,276 — 3,138 — 48,414 (i) Represents the carrying value of properties acquired located in the Yorkville area of Toronto, Ontario, with the intention of rezoning and developing a high-rise residential condominium building. Refer to the Development Property Acquisitions section above of this MD&A for further details. (ii) During the year ended December 31, 2017, RioCan announced changing the residential rental component of the King Portland Centre to condominium units. In addition, the costs associated with the Windfields Farm residential development were transferred to residential inventory upon formation of the joint venture with Tribute to develop townhomes. Refer to the Mixed-Use Residential Development section of this MD&A for a summary of the Residential Inventory as currently planned. Annual costs for residential inventory are estimated in the $50 million to $100 million range over the next two years. Together with the $250 million to $300 million annual costs of PUD projects as noted under Project Phasing and NLA Completion section of this MD&A, total annual development costs are estimated to be in the $300 million to $400 million range over the next two years. These annual costs estimates are management’s estimates as of December 31, 2017 and are subject to changes due to potential changes in various underlying factors as noted earlier in this MD&A. Mortgages and Loans Receivable Contractual mortgages and loans receivable as at December 31, 2017 and December 31, 2016 are comprised of the following: (thousands of dollars) Mezzanine financing to co-owners Vendor-take-back and other Total Contractual rates Low —% 4.0% —% High 7.2% 5.0% 7.2% Weighted Average Rate December 31, 2017 December 31, 2016 5.5% $ 107,745 126,868 $ 4.7% 5.4% $ 19,005 145,873 $ 10,272 118,017 Prior to maturity, any 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. RioCan’s Declaration of Trust 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 consolidated unitholders’ equity. 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, 2017, RioCan was in compliance with these restrictions. 76 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS CAPITAL RESOURCES AND LIQUIDITY Liquidity and Cash Management RioCan maintains a committed revolving unsecured operating credit facility to provide financial liquidity which 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 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 26 of RioCan's 2017 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 2018, 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 of credit, credit facilities, construction financing facilities, sale of available-for-sale marketable securities, sale of non-core properties and secondary markets 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. Debt Metrics RioCan’s debt metrics are tracked and disclosed on a quarterly basis to help facilitate financial statement users’ and stakeholders’ understanding of RioCan’s ability to service its debt and fixed charges. These metrics include ratios measuring interest coverage, debt service coverage, fixed charge coverage, debt to Adjusted EBITDA, NOI expected to be generated from unencumbered assets and unencumbered assets to unsecured debt. Presented below are the Trust's key debt metrics presented on both an IFRS and RioCan's proportionate share basis in comparison to our targeted ratios: Targeted Ratios >3.00x >2.25x >1.10x <8.0x Interest coverage (i) Debt service coverage (i) Fixed charge coverage (i) Debt to adjusted EBITDA (i) (thousands of dollars) As at Unencumbered assets Unsecured debt: Debentures Amounts drawn on revolving unsecured operating line of credit Amounts drawn on non-revolving unsecured credit facilities Total unsecured debt outstanding Unencumbered assets to unsecured debt % NOI generated from unencumbered assets (ii) >200% >50% Rolling 12 months ended IFRS RioCan's proportionate share December 31, December 31, December 31, December 31, 2017 3.87 3.08 1.17 7.49 2016 3.38 2.62 1.10 8.04 2017 3.84 3.06 1.17 7.57 IFRS 2016 3.36 2.61 1.10 8.10 December 31, December 31, 2017 2016 $ 7,663,381 $ 6,625,322 $ 2,700,000 $ 2,250,000 390,000 505,185 300,000 — $ 3,390,000 $ 2,755,185 226% 56.7% 240% 49.5% (i) Refer to section Non-GAAP Measures of this MD&A for further details. See tables below for calculation of Adjusted EBITDA for the respective periods. 77 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS (ii) Ratio is calculated on a continuing operations basis. As part of our capital management strategy, it is our objective to reduce leverage and further improve our unencumbered asset and coverage ratios. As at December 31, 2017, we exceeded all of our debt metrics targets. The interest and debt service coverage ratios calculated at RioCan's proportionate share for the year ended December 31, 2017 improved compared to December 31, 2016 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 refinancing, and an increase in Adjusted EBITDA primarily as a result of acquisitions (net of dispositions), strong same property NOI growth, development completions, and higher gains from sale of available-for-sale marketable securities. The fixed charge coverage ratio calculated at RioCan's proportionate share for the year ended December 31, 2017 improved compared to December 31, 2016, mainly due to lower total fixed charges (interest cost plus distributions to preferred and common unitholders) resulting from lower interests as noted above and redemption of Series C preferred units in Q2 2017, as well as increase in Adjusted EBITDA for reasons as described above. Debt to Adjusted EBITDA at RioCan's proportionate share has improved to 7.57 for the year ended December 31, 2017 mainly as a result of lower average debt balances outstanding as a result of the repayment of debt using the net proceeds from the U.S. sale in the second quarter of 2016, and an increase in Adjusted EBITDA for reasons noted above. The percentage NOI generated from unencumbered assets has improved from 49.5% to 56.7% as we continued to unencumber assets during 2017. The unencumbered assets to unsecured debt ratio, however, decreased from 240% to 226% over this period as the increase in our unsecured debt of $635 million, partially driven by tax payments relating to the U.S. portfolio sale and redemption of the Trust's Series C preferred units, outpaced the $1.0 billion increase in unencumbered assets on a relative percentage basis. Overall, we are still well over our 200% target for this measure. The following tables present a reconciliation of consolidated net income from continuing and discontinued operations attributable to unitholders to Adjusted EBITDA: Year ended December 31, 2017 2016 (thousands of dollars) Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Net income attributable to unitholders $ 708,265 $ 7,021 $ 715,286 $ 683,060 $ 147,687 $ 830,747 IFRS Add (deduct) the following items: Income tax expenses (recovery): Current Deferred — (320) (2,871) — (2,871) (320) — 135,139 135,139 (3,850) (230,675) (234,525) Fair value (gains) on investment properties, net (136,942) — (136,942) (182,888) (16,899) (199,787) Accrued property taxes under IFRIC 21 Internal leasing costs Non-cash unit based compensation expense Interest costs Depreciation and amortization Transaction gains on the sale of investment properties, net (i) Transaction costs on investment properties — 10,882 4,757 171,418 9,865 — — — — — — 10,882 4,757 — 25,145 10,931 1,640 706 — 25,145 11,637 1,640 171,418 179,527 18,927 198,454 9,865 4,386 12 4,398 (1,275) 5,136 (1,651) (549) (2,926) 4,587 (6,075) 8,165 (65,116) (71,191) 53,562 61,727 Adjusted EBITDA $ 771,786 $ 1,950 $ 773,736 $ 694,896 $ 68,488 $ 763,384 Debt, net of cash and cash equivalents is calculated as follows: Average debt outstanding Less: average cash and cash equivalents Debt, net of cash and cash equivalents Debt to Adjusted EBITDA $ 5,848,033 (53,153) $ 5,794,880 7.49 $ 6,200,515 (60,710) $ 6,139,805 8.04 (i) Includes transaction gains and losses realized on the disposal of Canadian and U.S. investment properties. 78 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Year ended December 31, (thousands of dollars) RioCan's proportionate share 2017 2016 Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Net income (loss) attributable to unitholders $ 708,265 $ 7,021 $ 715,286 $ 683,060 $ 147,687 $ 830,747 Add (deduct) the following items: Income tax expense (recovery): Current Deferred — (320) (2,871) — (2,871) (320) — 135,139 135,139 (3,850) (230,675) (234,525) Fair value gains on investment property, net (136,534) — (136,534) (181,951) (16,899) (198,850) Accrued property taxes under IFRIC 21 Internal leasing costs Non-cash unit based compensation expense Interest costs Depreciation and amortization Transaction gains on the sale of investment properties, net (i) Transaction costs Adjusted EBITDA Net debt is calculated as follows: Average debt outstanding Less: average cash and cash equivalents Net debt Debt to Adjusted EBITDA — 10,882 4,757 173,791 9,865 — — — — — — 10,882 4,757 — 25,145 10,931 1,640 706 — 25,145 11,637 1,640 173,791 181,496 18,927 200,423 9,865 4,386 12 4,398 (1,275) 5,136 (1,651) (549) (2,926) 4,587 (6,075) 8,165 (65,116) (71,191) 53,562 61,727 $ 774,567 $ 1,950 $ 776,517 $ 697,802 $ 68,488 $ 766,290 $ 5,933,897 (55,498) $ 5,878,399 7.57 $ 6,271,581 (62,165) $ 6,209,416 8.10 (i) Includes transaction gains and losses realized on the disposal of Canadian and U.S. investment properties. 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). The addition of a rating outlook modifier, such as "Positive", "Negative", "Stable" or "Developing" assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). As at December 31, 2017, S&P provided RioCan with an issuer credit rating of BBB with a Stable outlook and rates the Trust's senior unsecured debentures 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, 2017, 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. 79 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Capital Structure RioCan’s capital structure is as follows: (thousands of dollars) IFRS RioCan's proportionate share As at Capital: Debentures payable Mortgages payable Lines of credit and other bank loans Mortgages on properties held for sale Total debt Preferred unit equity Common unit equity Total capital Total assets Cash and cash equivalents Ratio of total debt to total assets (net of cash and cash equivalents) Ratio of floating rate debt to total debt December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 $ $ $ $ $ 2,694,619 $ 2,248,024 $ 2,694,619 $ 2,300,247 904,429 32,670 2,699,935 705,633 — 2,364,415 947,930 32,670 5,931,965 $ 5,653,592 $ 6,039,634 $ — 8,044,686 13,976,651 14,376,578 70,225 $ $ $ 144,755 7,865,133 13,663,480 14,173,760 54,366 $ $ $ — 8,044,686 14,084,320 14,492,113 73,423 $ $ $ 41.0% 16.5% 39.7% 13.8% 41.4% 17.1% 2,248,024 2,734,216 746,810 — 5,729,050 144,755 7,865,133 13,738,938 14,249,875 55,463 40.0% 14.3% As at December 31, 2017, RioCan's ratio of floating rate debt to total debt at RioCan's proportionate share increased to 17.1% (December 31, 2016 - 14.3%), mostly as a result of addition of two new non-revolving unsecured credit facilities in the amount of $300 million in Q4 2017, partially offset by a partial repayment of our revolving unsecured operating line of credit with proceeds from debentures issued during the year. RioCan continues to utilize floating rate debt for the purpose of interest rate risk management and for the flexibility it offers, such as in the execution of investment transactions. Our leverage ratio at RioCan's proportionate share increased from 40.0% at December 31, 2016 to 41.4% at December 31, 2017 primarily due to the payment of U.S. taxes that were accrued in 2016, relating to the sale of our U.S. portfolio, as well as redemption of the Trust's Series C preferred trust units on June 30, 2017. We expect our total debt to total asset ratio to fluctuate between 38% to approximately 42%. Over the next 12 to 18 months, we expect this ratio to rise toward the higher end of this range. Debentures Payable We have the following series of senior unsecured debentures outstanding as at December 31, 2017 and 2016: Series P S Q U X Z R V Y T W I Contractual obligations Maturity date March 1, 2017 March 5, 2018 June 28, 2019 June 1, 2020 August 26, 2020 April 9, 2021 December 13, 2021 May 30, 2022 October 3, 2022 April 18, 2023 February 12, 2024 February 6, 2026 Unamortized debt financing costs Balance - end of year Coupon rate 3.80% 2.87% 3.85% 3.62% 2.19% 2.19% 3.72% 3.75% 2.83% 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 Semi-annual Semi-annual $ 2017 — $ 2016 150,000 250,000 350,000 150,000 250,000 — 250,000 250,000 — 200,000 300,000 100,000 $ 2,700,000 $ 2,250,000 250,000 350,000 150,000 250,000 300,000 250,000 250,000 300,000 200,000 300,000 100,000 (5,381) $ (1,976) $ 2,694,619 $ 2,248,024 As at December 31, 2017, RioCan had debentures outstanding totalling $2.7 billion, net of unamortized debt financing costs (December 31, 2016 – $2.2 billion). 80 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 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, 2017 2016 2017 $ 2,700,000 $ 2,250,000 $ 2,250,000 $ — — — — — — 2,700,000 (5,381) 2,250,000 (1,976) 600,000 (150,000) — 2,700,000 (5,381) 2016 2,000,000 250,000 — — 2,250,000 (1,976) $ 2,694,619 $ 2,248,024 $ 2,694,619 $ 2,248,024 The debentures have covenants relating to our 60% leverage limit to Aggregate Assets as set out in RioCan’s Declaration of Trust, the maintenance of at least $1.0 billion in consolidated unitholders' equity 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 are $100 million in aggregate, 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 consolidated unitholders' equity and interest coverage ratio would be eliminated for this series of debentures. Issuances On January 16, 2017, the Trust issued $300 million principal amount 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. These debentures were sold at a price of $999.97 per $1,000 principal amount with an effective yield of 2.831% if held to maturity. On April 10, 2017, the Trust issued $300 million principal amount of Series Z senior unsecured debentures at par, which mature on April 9, 2021 and carry a coupon rate of 2.194%. The interest on these debentures is payable semi-annually commencing October 9, 2017. On January 31, 2018, the Trust issued $300 million of Series AA senior unsecured debentures, which mature on September 29, 2023 and carry a coupon rate of 3.209%. The interest on these debentures is payable semi-annually commencing September 29, 2018. The debentures were sold at a price of $999.95 per $1,000 principal amount with an effective yield of 3.209% if held to maturity. The Series AA debentures can be redeemed in whole or in part at par on or after August 29, 2023 prior to maturity. Each of Series Y, Series Z and Series AA senior unsecured debentures have similar terms as the rest of RioCan's debentures, with the exception of the additional provision for the Series I debentures, as described above, and a double trigger change of control provision for Series AA debentures (refer to the prospectus and indenture agreement publicly filed). The net proceeds from these issuances are used by RioCan to fund development and property acquisitions, repayment of certain indebtedness and other general trust purposes. Redemptions On March 1, 2017, RioCan redeemed, in full, its $150 million 3.80% Series P senior unsecured debentures in accordance with its terms. Mortgages Payable Mortgages payable consist of the following and are presented net of unamortized financing costs: As at Mortgages payable Mortgages on properties held for sale Fixed rate mortgages Floating rate mortgages December 31, 2017 December 31, 2016 $ $ $ $ 2,300,247 $ 2,699,935 32,670 — 2,332,917 $ 2,699,935 2,181,976 $ 150,941 2,332,917 $ 2,627,590 72,345 2,699,935 81 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Changes in the carrying amount of the mortgages payable resulted primarily from the following: (thousands of dollars) Year ended December 31, Contractual obligations, beginning of year New borrowings: Fixed rate term mortgages Floating rate term mortgages Principal repayments: Scheduled amortization At maturity: Fixed rate term mortgages Disposed on the sale of properties Assumed on the acquisition of properties Foreign currency translation Contractual obligations, end of year 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 year Less: Mortgages associated with properties held for sale 2017 2016 $ 2,687,059 $ 3,441,106 267,375 67,500 (51,136) (667,559) (1,024) 22,037 — 91,300 72,590 (61,715) (853,484) (29,359) 62,697 (36,076) 2,324,252 2,687,059 12,005 (3,340) 16,658 (3,782) 2,332,917 $ 2,699,935 32,670 — 2,300,247 $ 2,699,935 $ $ RioCan’s mortgages maturity profile and future repayments are as outlined below: Fixed rate Floating rate (thousands of dollars, except percentage amounts) Contractual principal Year of mortgage maturity Weighted average interest rate Contractual principal Weighted average interest rate Scheduled principal amortization Total mortgages payable 2018 2019 2020 2021 2022 Thereafter $ 469,590 281,197 427,888 348,782 124,544 385,419 $ 2,037,420 3.80% $ 4.30% 3.69% 4.40% 3.15% 3.70% 3.89% $ 61,132 67,500 22,590 — — — 151,222 2.59% $ 2.62% 2.83% —% —% —% 2.64% $ 48,129 $ 36,853 22,689 12,004 7,924 8,011 135,610 $ 578,851 385,550 473,167 360,786 132,468 393,430 2,324,252 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 12,005 (3,340) 2,332,917 $ Weighted average interest rate 3.67% 4.01% 3.65% 4.40% 3.15% 3.70% 3.81% The weighted average contractual and effective rates for fixed and floating rate mortgages payable are as follows: Fixed rate Floating rate Total Contractual Effective December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 3.89% 2.64% 3.81% 4.07% 2.21% 4.02% 3.86% 2.89% 3.80% 4.04% 2.46% 3.99% At the outset of 2017, RioCan had $702.7 million of mortgage principal maturing in 2017 at a weighted average contractual interest rate of 4.18%. For the year ended December 31, 2017, RioCan completed new term mortgage borrowings of $334.9 million at a weighted average interest rate of 3.04% and a weighted average term of 4.7 years. For the year ended December 31, 2017, repayments of maturing mortgage balances and scheduled amortization amounted to $718.7 million. 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 for the Trust. 82 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Lines of Credit and Other Bank Loans Lines of credit and other bank loans consist of the following: As at Revolving unsecured operating line of credit (i) Non-revolving unsecured credit facilities Construction lines and other bank loans (i) Amount outstanding is net of $3.5 million in unamortized financing costs. Revolving unsecured operating line of credit December 31, 2017 December 31, 2016 $ $ 387,093 $ 299,360 217,976 904,429 $ 502,359 — 203,274 705,633 RioCan had cash advances of $390.0 million and $610.0 million in cash available to be drawn from this revolving unsecured operating line of credit at December 31, 2017. During the second quarter of 2017, the Trust exercised its option to extend the maturity date on this revolving unsecured operating line of credit to May 31, 2022. All other terms and conditions remained the same. Non-revolving unsecured credit facilities On October 31, 2017, the Trust entered into a $200 million non-revolving unsecured credit facility with two financial institutions (consisting of a Schedule I and a Schedule III bank), maturing January 31, 2023 bearing interest at a rate of Bankers' Acceptances plus 110 basis points per annum. In addition, the Trust entered into a $100 million non-revolving unsecured credit facility on December 27, 2017 with a Schedule I bank, maturing December 27, 2019 bearing interest at a rate of Bankers' Acceptances plus 100 basis points per annum. The second facility provided the Trust with an option to increase the facility by up to $50 million with the addition of a lender. As of December 31, 2017, the Trust has drawn $300 million on the two non-revolving unsecured credit facilities. Subsequent to year end, the Trust exercised its option and borrowed an additional $50 million from a Schedule III bank under the second facility. The $300 million in total draws on the non-revolving unsecured credit facilities as of December 31, 2017 were used to pay down the Trust's revolving unsecured operating line of credit and mortgages payable. The agreements governing these non-revolving unsecured credit facilities require the Trust to maintain certain financial covenants similar to those of RioCan's $1 billion revolving unsecured operating line of credit. Refer to note 26 of the 2017 Annual Consolidated Financial Statements for additional details. Construction lines of credit and other bank loans In addition to the revolving unsecured operating line of credit and non-revolving unsecured credit facilities, the Trust has secured credit facilities and other bank loans, which include variable rate non-revolving secured construction facilities for the funding of certain development properties. At December 31, 2017, these secured facilities and other bank loans have an aggregate maximum borrowing capacity of $387.9 million and mature between 2018 and 2019, of which the Trust had drawn $218.0 million (December 31, 2016 - $203.3 million). The weighted average contractual interest rate on the aggregate amounts outstanding is 2.28% (December 31, 2016 - 1.42%). Letter of Credit Facilities The Trust has aggregate letter of credit facilities with certain Schedule I banks totaling $79.0 million (December 31, 2016 - $80.5 million). As at December 31, 2017, the Trust’s outstanding letters of credit under these facilities was $37.2 million (December 31, 2016 - $28.9 million). Total Debt Profile As at December 31, 2017, RioCan’s total debt had a 3.3 year weighted average term to maturity (December 31, 2016 – 3.4 years) bearing interest at a weighted average contractual interest rate of 3.37% (December 31, 2016 – 3.54%). As at December 31, 2017, 16.5% of the Trust’s total debt is at floating interest rates compared to 13.8% at December 31, 2016. RioCan's fixed and floating rate debt as a percentage of total debt and term to maturity are as follows: As at December 31, 2017 Total debt at: Fixed rate debt Floating rate debt Total debt Total debt Percentage of total RioCan's aggregate debt Weighted average term to maturity in years $ $ 4,951,392 980,573 5,931,965 83.5% 16.5% 100.0% 3.37 3.08 3.32 83 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS The weighted average contractual and effective rates for fixed and floating aggregate debt including mortgages payable, lines of credit and other bank loans, debentures and the impact of hedging programs, where applicable, are as follows: Fixed rate Floating rate Total Contractual Effective December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 3.55% 2.47% 3.37% 3.81% 1.81% 3.54% 3.52% 2.50% 3.35% 3.77% 1.85% 3.50% RioCan’s debt maturity profile and future repayments are as outlined below: (thousands of dollars, except percentage amounts) Year of debt maturity 2018 2019 2020 2021 2022 Thereafter Contractual principal maturities and interest rates Lines of credit and other bank loans Weighted average interest rate Mortgages payable Weighted average interest rate Debentures payable Weighted average interest rate Total aggregate debt Weighted average interest rate $ 127,523 2.01% $ 578,851 3.67% $ 250,000 2.87% $ 956,374 190,454 — — 390,000 200,000 2.52% —% —% 2.53% 2.68% 385,550 473,167 360,786 132,468 393,430 4.01% 3.65% 4.40% 3.15% 3.70% 350,000 400,000 550,000 550,000 600,000 3.85% 2.72% 2.89% 3.25% 3.88% 926,004 873,167 910,786 1,072,468 1,193,430 $ 907,977 2.49% $ 2,324,252 3.81% $ 2,700,000 3.28% $ 5,932,229 3.24% 3.64% 3.23% 3.48% 2.97% 3.62% 3.37% 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 Liquidity 12,005 (12,269) $ 5,931,965 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 including tenant improvements costs and long term unfunded contractual obligations, among other items. Cash on hand, borrowings under the revolving unsecured operating line of credit, non-revolving unsecured credit facilities, 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, 2017, RioCan had the following sources of liquidity available: • • • • $70.2 million of cash and cash equivalents; $610.0 million of cash available under its undrawn revolving unsecured operating line of credit; $169.9 million of cash available under undrawn construction facilities to fund future construction commitments; and 187 unencumbered investment properties with a fair value of $7.7 billion. 84 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS RioCan’s liquidity profile is as follows: (thousands of dollars) As at Cash and cash equivalents Undrawn revolving unsecured operating line of credit Undrawn construction lines of credit and other bank loans Liquidity Contractual debt: Debentures payable Mortgages payable Lines of credit and other bank loans Total contractual debt Percentage of total contractual debt: $ $ $ $ Liquidity Unsecured debt Secured debt IFRS RioCan's proportionate share December 31, 2017 December 31, 2016 December 31, 2017 December 31, 2016 70,225 $ 54,366 $ 73,423 $ 55,463 610,000 169,927 850,152 2,700,000 2,324,252 907,977 $ $ 494,380 144,534 693,280 2,250,000 2,687,058 708,459 $ $ 610,000 169,927 853,350 2,700,000 2,388,481 951,477 $ $ 5,932,229 $ 5,645,517 $ 6,039,958 $ 14.3% 57.1% 42.9% 12.3% 48.8% 51.2% 14.1% 56.1% 43.9% 494,380 144,534 694,377 2,250,000 2,719,688 750,447 5,720,135 12.1% 48.2% 51.8% Our liquidity is impacted by contractual debt commitments and committed expenditures on active development projects. Our contractual debt commitments and committed development expenditures for the next five years are as follows: (thousands of dollars) Contractual obligations: 2018 2019 2020 2021 2022 Thereafter Total Lines of credit and other bank loans $ 127,523 $ 190,454 $ — $ — $ 390,000 $ 200,000 $ 907,977 Mortgages payable Unsecured debentures Lease commitments Total 578,851 250,000 3,752 385,550 350,000 3,672 473,167 400,000 3,422 360,786 550,000 3,124 132,468 550,000 3,061 393,430 2,324,252 600,000 2,700,000 24,064 41,095 $ 960,126 $ 929,676 $ 876,589 $ 913,910 $ 1,075,529 $ 1,217,494 $ 5,973,324 Active committed developments (i) 329,437 331,371 196,057 87,965 6,066 — 950,896 Total $ 1,289,563 $ 1,261,047 $ 1,072,646 $ 1,001,875 $ 1,081,595 $ 1,217,494 $ 6,924,220 (i) Represents estimated costs to complete properties under active development only where funds have been committed due to leases having been signed and/or construction activities are underway. The Trust's contractual debt obligations and projected development expenditures can be funded by net proceeds from the sale of non-core and secondary markets assets (including, but not limited to, sale of excess land and potential air rights), existing cash on hand, our revolving unsecured operating line of credit, non-revolving unsecured credit facilities, proceeds from mortgage refinancing and proceeds from the issuance of unsecured debentures or issuance of equity units. In addition, RioCan has undrawn construction facilities to fund future construction commitments as it pertains to certain development projects and our debt strategy has resulted in an unencumbered asset pool with an approximate fair value of $7.7 billion as at December 31, 2017, which can generate additional liquidity, if needed. Our unitholder dividend reinvestment plan ("DRIP") and our 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 of this MD&A for further discussion. As announced on October 2, 2017, RioCan suspended its DRIP effective November 1, 2017. Unitholders that are enrolled in the DRIP will receive the future distributions in cash commencing with any distribution declared in November 2017. If RioCan elects to reinstate the DRIP in the future, unitholders that were enrolled in the DRIP at the time of its suspension and remain enrolled at the time of its reinstatement will automatically resume participation in the DRIP. Unencumbered Assets RioCan has the continued flexibility to generate additional funds in 2018 through upward refinancing of maturing mortgage balances. As at December 31, 2017, our debt strategy has resulted in approximately 56.7% of annualized NOI being generated by unencumbered assets, providing us with access to a pool of assets for obtaining additional secured debt (December 31, 2016 - 49.5%). The fair value of the unencumbered investment property assets as at December 31, 2017 is estimated at approximately $7.7 billion for 187 properties or 58.2% of the total fair value of investment properties as compared to 183 properties with a fair value of $6.6 billion as at December 31, 2016. 85 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS The table below presents RioCan’s investment properties at fair value that are available to finance and/or refinance mortgages maturing in 2018, 2019 and thereafter: (thousands of dollars) As at December 31, 2017 Unencumbered assets (i) Encumbered assets with mortgages maturing in 2018 Encumbered assets with mortgages maturing in 2019 Encumbered assets with mortgages maturing thereafter Total Number of Properties Investment Properties Total contractual mortgages payable 2018 2019 Thereafter 187 $ 7,663,381 $ — $ 16 19 67 1,311,099 578,851 772,760 3,823,182 — — — $ — 385,550 — — — — 1,359,850 289 $ 13,570,422 $ 578,851 $ 385,550 $ 1,359,850 (i) Substantially all of the Trust's unencumbered assets are income producing properties and 100% owned. Considering the availability of our revolving operating line of credit, 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 2018 to meet our maturing debt obligations in 2018, although we will sell assets as part of our acceleration of major markets focus strategy. Guarantees As at December 31, 2017, 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 $385.0 million, with expiries between 2018 and 2034 (December 31, 2016 - $427.7 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 or the properties secured. As at and for the year ended December 31, 2017, 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 2017 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 (RioCan-HBC JV) KingSett Bayfield Metropia and Bazis Trinity Other Assumption of mortgages by purchasers on property dispositions Hedging Activities Interest rate risk December 31, 2017 December 31, 2016 122,467 $ 124,082 60,368 63,230 72,834 22,614 7,410 348,923 $ 36,103 385,026 $ 83,750 63,230 39,679 22,614 7,555 340,910 86,826 427,736 $ $ $ As at December 31, 2017, the outstanding notional amount of floating-to-fixed interest rate swaps was $682.5 million (December 31, 2016 – $682.6 million) and the term to maturity of these agreements ranges from May 2018 to April 2024. We assess the effectiveness of the hedging relationship on a quarterly basis and have determined there is no ineffectiveness in the hedging of interest rate exposures as at December 31, 2017. Refer to note 25 of the 2017 Annual Consolidated Financial Statements 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 in 2016 and the associated repayment of U.S. denominated debt, RioCan has significantly reduced its foreign exchange risk. Refer to note 25 of the 2017 Annual Consolidated Financial Statements for further details. Cross currency interest rate swaps On occasion, we will fund our Canadian assets by electing to draw on our operating credit facility in U.S. dollars bearing interest at U.S. LIBOR when it is determined that it is economically advantageous to do so. In such circumstances, the Trust enters into cross currency interest rate swaps with Schedule I bank counterparties as part of its strategy to hedge such U.S. dollar denominated borrowings on the Trust's unsecured operating credit facility. These have the 86 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 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. The hedges are expected to be highly effective since all critical terms of the hedged item and hedging instrument match. As at December 31, 2017, the Trust has no cross currency interest rate swaps outstanding. Trust Units As at December 31, 2017, there are 323.7 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, 2017 and 2016, 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 repurchased and cancelled Units outstanding, end of period (i) Three months ended December 31, Year ended December 31, 2017 327,470 2016 325,845 186 — 8 — (3,930) 323,734 551 202 17 — — 326,615 2017 326,615 1,003 10 36 — (3,930) 323,734 2016 322,483 2,399 1,671 36 26 — 326,615 (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, 2017 – 1,030,342 LP units, December 31, 2016 – 1,164,010 LP units). During the year ended December 31, 2017, 133,668 common trust units were issued pursuant to the exercise of exchangeable limited partnership units in connection with previous acquisitions, followed by an equivalent reduction in exchangeable limited partnership units which are included as part of the total Units outstanding. 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. Subsequent to the year ended December 31, 2017, 150,000 common trust units were issued pursuant to the exercise of exchangeable limited partnership units in connection with previous acquisitions, followed by an equivalent reduction in exchangeable limited partnership units which are included as part of the total Units outstanding. As of February 13, 2018, there are 323.7 million common units issued and 7.8 million unit options issued and outstanding under the Trust’s incentive unit option plan. Distribution Reinvestment Plan ("DRIP") During the three months ended December 31, 2017, 0.2 million units were issued pursuant to our DRIP resulting in $4.6 million in equity capital and representing a participation rate of 4.0%. During the same period in 2016, the Trust issued 0.6 million units resulting in $7.1 million in equity capital, representing a participation rate of 6.2%. During the year ended December 31, 2017, 1.0 million units were issued pursuant to our DRIP resulting in $25.3 million in equity capital, representing a participation rate of 5.5%. During the same period in 2016, the Trust issued 2.4 million units pursuant to our DRIP resulting in $60.8 million in equity capital, representing a participation rate of 13.3%. 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. As announced on October 2, 2017, RioCan suspended its DRIP effective November 1, 2017. Unitholders that are enrolled in the DRIP will receive the future distributions in cash commencing with any distribution declared in November 2017. If RioCan elects to reinstate the DRIP in the future, unitholders that were enrolled in the DRIP at the time of its suspension and remain enrolled at the time of its reinstatement will automatically resume participation in the DRIP. Senior Executive Restricted Equity Plan (Senior Executive REU Plan) The Senior Executive REU Plan, as referenced above, is a new plan introduced in 2017 that provides for the allotment of REUs to the Chief Executive Officer (CEO), President & Chief Operating Officer and Chief Financial Officer of the Trust, and such other officers or executive employees of the Trust that are determined by the CEO and approved by RioCan's Human Resources and Compensation Committee. Each REU notionally represents the value of one unit of the Trust on the date of grant. Unit distributions paid during the period from grant date until settlement date will be credited to each REU participant in the form of additional REUs. The number of REUs granted shall vest one-third on each of the first, second and third anniversary of the grant date, provided however that all vested REUs are only eligible for settlement upon the third anniversary of the grant date (the Settlement Date). Settlement of vested REUs is generally made within 30 days after the Settlement Date by the delivery of an equivalent number of common trust units purchased on the secondary market, net of applicable withholding taxes. On February 28, 2017, the Trust granted 78,969 REUs under its New Senior Executive REU Plan. The grant date price was $26.68 per unit based on the five-day volume weighted average market price of RioCan's common trust units traded on the TSX prior to the grant date, resulting in an aggregate fair value of $2.1 million. New Employee Restricted Equity Plan (Employee REU Plan) The Employee REU Plan is a new plan introduced in 2017 that provides for the allotment of REUs to certain senior level employees of the Trust that do not participate in the Senior Executive REU Plan. Each REU notionally represents the value of 87 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS one unit of the Trust on the date of grant. Unit distributions paid during the period from grant date until settlement date will be credited to each REU participant in the form of additional REUs. The number of REUs granted shall vest fully on the third anniversary of the grant date (the Settlement Date), including distribution equivalents that have accumulated during the vesting period. Settlement of vested REUs is generally made within 30 days after the Settlement Date by way by the delivery of an equivalent number of common trust units purchased on the secondary market, net of applicable withholding taxes. On February 28, 2017, the Trust granted 67,063 REUs under its Employee REU Plan. The grant date price was $26.68 per unit based on the five-day volume weighted average market price of RioCan's common trust units traded on the TSX prior the grant date, resulting in an aggregate fair value of $1.8 million. New Performance Equity Unit Plan (New PEU Plan) Effective January 1, 2017, the Trust implemented several changes to its executive pay program which takes into account unitholder feedback received during 2016. Included in these changes was a modification made to the comparator group for compensation benchmarking to include only peers that are domiciled in Canada. Specifically, RioCan adopted a single performance metric for its New PEU Plan, which is relative total unitholder return (TUR) against a peer group of S&P/TSX Capped REIT companies with a market capitalization above $1.0 billion (excluding RioCan), plus First Capital Realty Inc. The second main change to this plan is that settlement on the vesting date will be effected via the delivery of an equivalent number of common trust units purchased on the secondary market, net of applicable withholding taxes. During February 2017, the Trust granted 157,939 PEUs under its New PEU Plan at a fair value of $4.3 million on grant date, where PEUs will fully vest in February 2020 with one-third vested each year over the three-year period. Incentive unit option plan As part of comprehensive changes to its executive compensation program, the Trust has enhanced the design of its long-term incentive program to reduce the frequency of option grants while replacing that portion of the overall long-term incentive compensation in 2017 with grants of New REU Plans and New PEU Plan as described above. As a result, RioCan did not grant any unit options during the year ended 2017. As at December 31, 2017, 12.1 million unit options remain available for grant under the Plan (December 31, 2016 – 11.6 million unit options). Normal course issuer bid On October 10, 2017, 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. During the year ended December 31, 2017, the Trust acquired and cancelled 3,930,174 units at a weighted average price of $25.30 per unit, for a total cost of $99.6 million. See note 15 in RioCan's 2017 Annual Consolidated Financial Statements for further details. Preferred Units On June 30, 2017, the Trust exercised its option to redeem all 5.98 million outstanding Series C preferred trust units at the cash redemption price of $25.00 per Series C unit, for a total redemption price of $149.5 million paid on June 30, 2017. Unit issue costs totalling $4.7 million were recorded as a charge to retained earnings upon redemption. 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 $125.0 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. Distributions to Unitholders RioCan qualifies as a mutual fund trust and a “real estate investment trust” (“REIT Exemption”) 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. Should RioCan’s U.S. subsidiary no longer qualify as a U.S. REIT for U.S. tax purposes prior to May 25th, 2016, certain statements contained in this MD&A may need to be modified. 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 for the REIT Exemption 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 88 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 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. Our monthly distribution during 2017 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 $ $ 2017 460,627 (25,273) 435,354 $ $ 5.5% 2016 458,388 (60,782) 397,606 13.3% As announced on October 2, 2017, RioCan suspended its DRIP effective November 1, 2017. Unitholders that are enrolled in the DRIP will receive the future distributions in cash commencing with any distribution declared in November 2017. If RioCan elects to reinstate the DRIP in the future, unitholders that were enrolled in the DRIP at the time of its suspension and remain enrolled at the time of its reinstatement will automatically resume participation in the DRIP. As announced on December 1, 2017, the Trust increased its annual distribution to unitholders by $0.03 per unit or 2.1% to $1.44 per unit effective January 1, 2018. Difference between cash flows provided by (used in) 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 Add / (deduct) the (increase) / decrease in non-cash working capital items Cash flows provided by operating activities, excluding non-cash working capital items Less: Distributions declared to unitholders Excess (Deficit) Add: Distributions reinvested through the distribution reinvestment plan 2017 $ 354,028 $ 168,141 522,169 (460,627) 61,542 25,273 Excess (Deficit), net of distribution reinvestment plan $ 86,815 $ 2016 425,096 (125,741) 299,355 (458,388) (159,033) 67,857 (91,176) For year ended December 31, 2017, cash flows provided by operating activities, excluding non-cash working capital items, was higher than distributions declared to unitholders during the period by $61.5 million. Accordingly, we expect to maintain adequate cash flows to fund future unitholder distributions. For the year ended December 31, 2016, there was a shortfall of $159.0 million primarily caused by $188.7 million in income tax and transaction costs over the respective periods, in connection with the sale of our U.S. property portfolio in May of 2016. Excluding such taxes and transaction costs (which, for greater certainty, were funded from the sale proceeds of the U.S. property portfolio), RioCan would have generated approximately $29.7 million of cash flow in excess of distributions to unitholders (excluding non-cash working capital items). The following table summarizes the costs associated with the disposal of our U.S. properties in the years ended December 31, 2017 and 2016: (thousands of dollars) Year ended December 31, Current income tax expense (recoveries) Transaction costs (recoveries) $ $ 2017 (2,871) $ (549) (3,420) $ 2016 135,139 53,562 188,701 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 and residential inventory, impact of future acquisitions and dispositions, capital expenditures and leasing 89 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS expenditures related to our 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 (if any) and proceeds on the sale of available-for-sale marketable securities. QUARTERLY RESULTS AND TREND ANALYSIS (millions of dollars, except per unit amounts) 2017 2016 As at and for the quarter ended (i) Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 $ $ $ $ $ $ $ Revenue Net income attributable to unitholders Net income from continuing operations attributable to unitholders NOI (v) FFO (v) ACFO (v) 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 attributable to unitholders FFO (v) Common unitholder distributions Net book value per unit (iii) Closing market price per common unit Key Performance Indicator Ratios Same Property NOI growth (decline) % (v) FFO payout ratio (v) ACFO payout ratio (v) Debt to total assets Debt to total assets (RioCan's proportionate share) (v) Interest coverage (RioCan's proportionate share) (v) Debt to Adjusted EBITDA (RioCan's proportionate share) (v) Weighted average contractual interest rate Unencumbered assets to unsecured debt (v) % NOI generated from unencumbered assets (v) Other Number of employees Residency of unitholders (iv) – Canadian – Non-resident $ 293 210 210 184 144 186 $ 287 185 180 183 151 149 $ 286 156 155 180 147 135 $ 290 165 163 176 143 118 $ 292 164 178 179 132 122 $ 282 248 254 174 140 130 $ 276 271 143 166 133 109 284 147 108 167 143 122 14,377 14,376 14,275 14,273 14,174 14,056 13,469 15,856 5,932 115 4.0% 5,950 115 6.1% 5,904 115 5.6% 5,801 115 6.3% 5,654 115 6.2% 5,606 115 7.0% 5,112 115 9.1% 7,218 114 30.7% 326,155 327,438 327,201 326,956 326,639 326,658 325,811 323,812 0.64 0.64 0.44 0.35 24.85 24.36 2.9% 78.8% 78.3% 41.0% 41.4% 3.84 7.57 3.37% 226% 56.7% $ $ $ $ $ $ 0.55 0.56 0.46 0.35 24.54 23.93 2.4% 80.5% 87.9% 41.1% 41.5% 3.78 7.63 3.42% 229% 53.4% $ $ $ $ $ $ 0.47 0.47 0.45 0.35 24.35 24.07 1.9% 82.0% 91.1% 41.2% 41.5% 3.74 7.51 3.40% 231% 52.6% $ $ $ $ $ $ 0.50 0.50 0.44 0.35 24.25 26.20 1.5% 83.9% 95.9% 40.5% 40.8% 3.54 7.90 3.44% 236% 52.9% $ $ $ $ $ $ 0.54 0.50 0.40 0.35 24.08 26.63 2.2% 83.6% 94.6% 39.7% 40.0% 3.36 8.10 3.54% 240% 49.5% $ $ $ $ $ $ 0.77 0.75 0.43 0.35 23.89 27.22 2.0% 72.0% 75.8% 39.6% 39.9% 3.23 8.07 3.63% 245% 46.3% $ $ $ $ $ $ 0.43 0.83 0.41 0.35 $ $ $ $ 0.31 0.43 0.44 0.35 23.59 $ 23.73 29.33 $ 26.60 0.1% 71.7% 75.1% 37.7% 38.0% (2.2%) 71.2% 71.9% 45.4% 45.6% 3.11 3.11 8.17 8.46 3.91% 256% 43.7% 3.60% 167% 26.7% 650 666 659 673 669 660 655 726 68.6% 31.4% 69.0% 31.0% 69.2% 30.8% 69.9% 30.1% 69.9% 30.1% 71.3% 28.7% 71.8% 28.2% 72.2% 27.8% (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 unitholder mailing addresses on record at the end of each reporting period. (v) 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. 90 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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 available-for-sale marketable securities, Target backfill progress and fair value gains and losses on investment properties. 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, partially offset by the CPPIB and Kimco portfolio acquisitions completed in Q3 2016. The subsequent revenue increase in Q4 2016 is largely due to the full quarter effects of our portfolio acquisitions and stronger same property growth. The lower revenues in Q1 2017 to Q3 2017 compared to Q4 2016 was primarily due the timing of common area maintenance and realty tax recoveries and no residential inventory sales. Revenue improved in Q4 2017 relative to Q3 2017 due to the timing of common area maintenance and realty tax recoveries, higher percentage rent and an increase in lease cancellation fees. The above factors for quarterly revenue variations also affect the quarterly variations in net income, NOI, FFO and ACFO. The increase in net income from Q2 2017 to Q4 2017 was also related to higher fair market value gains on investment properties and higher gains on sale of marketable securities. FFO over the same periods were relatively stable as compared to net income as fair value gains and losses are excluded from FFO. The increase in Q1 2017 FFO was mainly due to higher gains on sale of available-for-sale marketable securities, improved property operations and lower general and administrative costs. The increase in Q2 2017 FFO compared to Q1 2017, was mainly due to strong property operations. The increase in Q3 2017 FFO compared to Q2 2017 was mainly due to higher gains on sale of available-for-sale marketable securities and strong same property growth. The decrease in Q4 2017 FFO compared to Q3 2017 was mainly due to lower gains on sale of available-for-sale marketable securities, accelerated depreciation and amortization costs of certain management information systems and a one-time fair value adjustment to a loan receivable, partially offset by higher operating income and lower interest. Quarterly changes in ACFO were driven by similar factors as for FFO, except for the quarterly net working capital changes included in ACFO. The decrease in ACFO from Q4 2016 to Q1 2017 was primarily due to inclusion of $11.3 million net working capital decrease in ACFO in Q1 2017, as opposed to working capital increase of $6.0 million in Q4 2016, which was further offset by higher gains on the sale of available-for-sale marketable securities, strong same property operations and general and administrative cost savings. The increase in ACFO from Q1 2017 to Q2 2017 was primarily due to inclusion of $0.9 million net working capital decrease in ACFO in Q2 2017, as opposed to working capital decrease of $11.3 million in Q1 2017, and strong same property operations. The increase in ACFO from Q3 2017 to Q4 2017 was primarily due to a one-time $29.2 million special distribution from equity accounted investments in Q4 2017 and inclusion of $22.9 million net working capital increase in ACFO in Q4 2017, as opposed to working capital increase of $13.9 million in Q3 2017, as well as strong same property growth. 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 approximate 2% increase in debt levels in Q3 2016 was mainly attributable to Canadian acquisitions in Q3 2016 funded by debt. The 0.8% increase in leverage in Q1 2017 and further 0.8% increase in Q2 2017, was mainly attributable to payment of income taxes relating to the sale of U.S. taxes in Q1 2017 and redemption of the Series C preferred trust units in Q2 2017. The overall trend of improvement in interest coverage and debt to adjusted EBITDA from 2016 to 2017 was primarily due to the sale of the U.S. portfolio and use of the net proceeds to lower our debt levels, interest savings from our mortgage refinancing. higher gains on sale of available-for-sale marketable securities, and strong property operations. The significant improvement in our unencumbered assets to unsecured debt and percentage of NOI expected to be generated from unencumbered assets in 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 facilities. In 2017, percentage of NOI from unencumbered assets continued to grow from 2016 as a result of strong property operations and our capital management strategy to prudently increase our unencumbered assets pool. Unencumbered assets to unsecured debt ratio declined to an extent over 2017 but well ahead of our 200% target. This was mainly because increase in our unsecured debt outpaced the increase in our unencumbered assets to an extent on relative percentage basis. The FFO and ACFO payout ratios for Q1 2016 to Q3 2016 were lower than most of the comparable periods mainly due to $88.3 million Target settlement in Q4 2015 FFO and that our FFO payout ratios are calculated on twelve month trailing basis. The 1.3% increase in ACFO payout ratio from Q4 2016 to Q1 2017 was partly due to the increase in weighted average units outstanding and partly due to no preferred unit redemption loss during the twelve month period ended March 31, 2017. The FFO and ACFO payout ratio decreases since Q1 2017 was due to growth in FFO and ACFO as noted above. The large 9.6% decrease in ACFO payout ratio from Q3 2017 to Q4 2017 was mostly due to a one-time $29.2 million special distribution from equity accounted investments in Q4 2017 and higher working capital increases as noted above. 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 cause of the lower than historical average quarterly increase in weighted average common units outstanding from Q4 2016 to Q3 2017. During Q4 2017, the Trust commenced the purchase and cancellation of its units pursuant to its NCIB which resulted in a decline in the weighted average common units outstanding relative to Q3 2017. 91 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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 Property and asset management fees Residential inventory sales 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 Internal leasing costs Transaction and other costs Income before income taxes Deferred income tax recovery Net income from continuing operations Net 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 92 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 2017 2016 $ 289,403 $ 285,257 3,823 — 2,968 3,353 293,226 291,578 100,110 101,058 5,353 — 105,463 187,763 1,950 3,782 71,013 11,979 88,724 42,389 18,123 3,265 4,295 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 $ $ $ $ $ $ $ $ 68,072 208,415 (1,320) 62,576 175,472 (3,000) 209,735 $ 178,472 (62) (14,013) 209,673 $ 164,459 209,673 $ 164,459 — — 209,673 $ 164,459 0.64 $ — 0.64 $ 0.64 $ — 0.64 $ 0.54 (0.04) 0.50 0.54 (0.04) 0.50 326,040 326,155 326,466 326,639 MANAGEMENT’S DISCUSSION AND ANALYSIS SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES Our significant accounting policies are described in note 3 of RioCan's 2017 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, 2017, RioCan had 35 properties including 11 land parcels (year ended December 31, 2016 - 22 properties including 13 land parcels) valued by experienced valuation professionals having the required qualifications in property appraisals. Going forward, our plan is to select a sample of investment properties (approximately six each quarter) on a rotational basis for external appraisal. Refer to the Asset Profile section of this MD&A for 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, 2017, we recorded unit-based compensation expense of $3.9 million (December 31, 2016 - $6.7 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, 2017 is $5.0 billion. The Trust reported a $4.9 billion fair value relating to these mortgages and debentures payable in note 24 to the 2017 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 2017 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 2017 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. 93 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017, 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. The Trust's assessment includes a review of relevant contracts for the following key areas which RioCan believes are in scope of IFRS 15 including, but not limited to, residential inventory sales, common area maintenance recoveries, and property and asset management fees. The Trust has assessed the impact of IFRS 15 and has concluded that the pattern of revenue recognition will remain unchanged upon adoption of the standard. The impact may be limited to additional note disclosure on the disaggregation of its revenue streams, specifically common area maintenance recoveries. The Trust intends to adopt the new standard on the required effective date on modified retrospective without restatement of prior period comparatives. 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. During 2017, the Trust performed an assessment of key areas within the scope of IFRS 9 which includes, but not limited to, the classification and measurement of mortgages and loans receivable and available-for-sale securities. The Trust intends to adopt the new standard on the required effective date of January 1, 2018 and will not restate comparative information. 94 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Classification and measurement Quoted equity instruments currently held as available-for-sale financial assets with unrealized gains and losses recorded in OCI will, instead, be measured at fair value through profit or loss, which will increase volatility due to unrealized gains and losses being recorded in profit or loss. The AFS cumulative unrealized gain of $68.7 million related to those securities, which is currently presented as accumulated OCI, will be reclassified to retained earnings upon adoption. The Trust does not expect a significant impact on its balance sheet or equity as a result of this change in classification and measurement. The Trust is currently analyzing the contractual cash flow characteristics of the Trust’s mortgage and loan receivables and assessing various business model considerations and will be in a position to conclude as at the first quarter of 2018. 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 on or after January 1, 2019, with early adoption permitted. To assess the impact of this new standard, RioCan has formed an internal working group and continues to progress on its in-depth assessment of IFRS 16 on the Trust's Consolidated Financial Statements. RioCan does not expect a significant impact to the Trust's Consolidated Financial Statements on adoption of this IFRS. RioCan intends to adopt the standard effective January 1, 2019 without restatement of prior period comparatives. IAS 40, Investment Property (IAS 40) In 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 early adoption permitted. RioCan will apply the amendments when they become effective prospectively, however, since the current policy and practice is in line with the clarifications issued, RioCan does not expect any impact to the Trust's Consolidated Financial Statements. DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING Disclosure Controls and Procedures (DCP) The CEO and CFO of the Trust have designed or caused to be designed under their direct supervision the Trust’s DCP to provide reasonable assurance that: i) material information relating to the Trust is made known to management by others, particularly during the period in which the annual and interim filings are being prepared; and (ii) information required to be disclosed by the Trust in its annual and interim fillings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time period specified in securities legislation. The CEO and CFO are assisted in this responsibility by a Disclosure Committee, which is composed of RioCan senior management. The Disclosure Committee has established disclosure controls and procedures so that it becomes aware of any material information affecting RioCan in order to evaluate and communicate this information to management of the Trust, including the CEO and CFO, as appropriate and determine the appropriateness and timing of any required disclosure. It was determined, as at December 31, 2017, RioCan’s DCP were adequate and effective. Internal Controls over Financial Reporting (ICFR) RioCan has established adequate ICFR 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 ICFR as at December 31, 2017 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 at December 31, 2017, RioCan’s ICFR were appropriately designed and were operating effectively based on the criteria established in the Internal Control - Integrated Framework (2013). There were no changes in the Trust’s ICFR during the financial year ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Trust’s ICFR. Inherent Limitations 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 for the REIT Exemption 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 for the REIT Exemption, 95 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 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 REIT Exemption 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 Exemption 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 each of the Trustees and the following individuals: Chief Executive Officer, Edward Sonshine; President and Chief Operating Officer, Raghunath Davloor; and Senior Vice President and Chief Financial Officer, Qi Tang, effective June 8, 2017 (collectively, the Key Executives). On June 8, 2017, RioCan announced the appointment of Qi Tang, Senior Vice President and Acting Chief Financial Officer, as the Senior Vice President and Chief Financial Officer of the Trust, effective June 8, 2017. Remuneration of the Trust’s Trustees and Key Executives during the year ended December 31, 2017 and 2016 is as follows: Year ended December 31, Compensation and benefits Unit-based payments Post-employment benefit costs Trustees Key Executives 2017 2016 2017 2016 (i) 261 $ 301 $ 5,226 $ 1,537 — 2,253 — 2,214 36 5,756 5,341 57 1,798 $ 2,554 $ 7,476 $ 11,154 $ $ (i) Includes remuneration of Cynthia Devine, former Chief Financial Officer of the Trust. During February 2016, RioCan's Chief Executive Officer (CEO), Edward Sonshine, agreed to commit to remain CEO of the Trust until December 31, 2018 and has agreed to use his best efforts to provide the Trust with 12 month's notice if he is interested in resigning or retiring. For further details on related party transactions, refer to note 31 of our 2017 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. 96 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 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. 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 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, 2017, 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 similar to 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. 97 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Lease Renewals and Rental Increases Growth of rental income is dependent on strong leasing markets to ensure expiring leases are renewed and new tenants are found promptly to fill vacancies at rental rates similar to those paid by existing tenants in order for 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, 2017, RioCan had NLA, at its interest, of 44,099,000 square feet and a portfolio economic occupancy rate of 95.6%. Based on our current annualized portfolio weighted average rental revenue of approximately $26 per square foot, for every fluctuation in occupancy by a differential of 1%, our operations would be impacted by approximately $11.4 million annually. RioCan's aggregate rentals expiring over the next five years is $424 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 $4.2 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. Ontario Rent Control Legislation In May 2017, the Ontario government introduced legislation that expands the limits on annual residential rent increases to all rental properties, including newly constructed units, instead of just units constructed prior to 1991. The impact of the new legislation on RioCan's residential development program is to be further assessed and observed in terms of broader market reactions. The legislation could impact the Trust's certain mixed-use development projects' future NOI growth potential, and thus, there can be no assurance that all of our proposed residential projects as described herein would be undertaken, and if so, with what mix of residential and commercial development and at what costs. There could also be changes to the mix of condominium versus residential rental units or air rights sales for certain projects. 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, 2017, RioCan’s total indebtedness had a 3.32 year weighted average term to maturity bearing interest at a weighted average contractual interest rate of 3.37% per annum. Interest rate and financing risk The terms of RioCan's credit agreements require the Trust to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios, adequate insurance coverage and certain credit ratings. These covenants may limit 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, 2017, 17.1% of our total debt was at floating interest rates on RioCan's proportionate basis. From time to time, the Trust may enter into floating-for-fixed interest rate swaps as part of its strategy for managing interest rate risk. As at December 31, 2017, the carrying value of our floating rate debt, not subject to a hedging strategy, is $1.0 billion. A 50 basis point increase in market interest rates would result in a $4.9 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 98 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS 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. 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 Senior Vice President and Chief Financial Officer, Qi Tang 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 personnel 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. 99 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 MANAGEMENT’S DISCUSSION AND ANALYSIS Income Taxes RioCan currently qualifies as a mutual fund trust and for the REIT Exemption 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 for the REIT Exemption 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 the REIT Exemption 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 in 2016 and the associated repayment of U.S. denominated debt, 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. 100 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 RioCan AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 TABLE OF CONTENTS Audited Annual Consolidated Financial Statements 102 Management’s Responsibility for Financial Reporting 103 Independent Auditors’ Report 104 Consolidated Balance Sheets 105 Consolidated Statements of Income 106 Consolidated Statements of Comprehensive Income 107 Consolidated Statements of Changes in Equity 108 Consolidated Statements of Cash Flows 109 Notes to Consolidated Financial Statements 101 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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 consolidated 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, 2017, 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 2017 and 2016 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. Qi Tang Chief Executive Officer Senior Vice President and Chief Financial Officer Toronto, Canada February 13, 2018 102 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016, 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, 2017 and 2016, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. Toronto, Canada February 13, 2018 103 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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 Lines of credit and other bank loans Liabilities associated with assets held for sale Accounts payable and other liabilities Total liabilities Equity Unitholders' equity: Preferred Common Total equity Total liabilities and equity The accompanying notes are an integral part of the consolidated financial statements. Note December 31, 2017 December 31, 2016 5 10 6 7 8 4 9 13 12 11 4 14 15 15 $ 13,160,244 $ 13,287,038 11,929 176,256 145,873 132,003 410,178 269,870 70,225 11,609 185,278 118,017 48,414 60,530 408,508 54,366 14,376,578 $ 14,173,760 2,694,619 $ 2,300,247 904,429 32,670 399,927 6,331,892 $ — $ 8,044,686 8,044,686 2,248,024 2,699,935 705,633 — 510,280 6,163,872 144,755 7,865,133 8,009,888 14,376,578 $ 14,173,760 $ $ $ $ $ 104 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF INCOME (In thousands of Canadian dollars, except per unit amounts) Years ended December 31, Revenue Rental revenue Property and asset management fees Residential inventory sales 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 gains on investment properties, net Investment and other income Other expenses Interest costs General and administrative Internal leasing costs Transaction and other costs Income before income taxes Deferred income tax recovery Net income from continuing operations Net income from discontinued operations Net income Net income attributable to: Unitholders Non-controlling interests Net income per unit - basic: From continuing operations From discontinued operations Net income per unit - basic Net income 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 2017 2016 18 $ 1,140,665 $ 1,103,884 14,554 — 13,186 16,262 1,155,219 1,133,332 399,580 18,270 — 417,850 737,369 7,586 15,719 136,942 57,014 217,261 171,418 52,560 10,882 11,825 246,685 707,945 (320) 708,265 7,021 715,286 715,286 — 715,286 2.16 0.02 2.18 2.16 0.02 2.18 $ $ $ $ $ $ $ $ 397,776 19,684 16,188 433,648 699,684 5,744 9,972 182,888 33,268 231,872 179,527 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 2.51 326,805 326,929 325,386 325,665 6 19 20 21 22 4 23 23 23 23 23 23 $ $ $ $ $ $ $ $ 105 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands of Canadian dollars) Years 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 loss during the year Reclassified during the year to income Interest rate swap agreements: Unrealized gain during the year Reclassified during the year to income Unrealized gain (loss) 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 (loss) 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 2017 $ 715,286 $ 2016 830,838 — — 12,901 — (74) 35,698 (45,981) (984) 1,560 716,846 $ 716,846 $ — $ (53,391) (254,989) 16,125 (2,697) 74 51,408 (14,040) 693 (256,817) 574,021 573,930 91 15 15 15 15 15 15 $ $ $ 106 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands of Canadian dollars) Balance, December 31, 2015 Changes during the year: Net income Other comprehensive loss Units issued Unit-based compensation awards Unit option exercises Unit redemptions Preferred trust unit issue costs Distributions to unitholders Balance, December 31, 2016 Note Preferred equity Common trust units Contributed surplus Retained earnings Accumulated other comprehensive income Total unitholders’ equity Non- controlling interests Total equity $ 265,451 $ 4,684,194 $ 24,971 $ 2,626,789 $ 324,634 $ 7,926,039 $ 782 $ 7,926,821 830,747 — 830,747 (256,817) (256,817) — — — — — (125,000) 4,304 — 15 15 15 15 17 — — 100,334 — 3,992 — — — — — — 1,640 (3,992) — — — — — — — — (4,304) (467,055) 91 830,838 — (256,817) — — — 100,334 1,640 — 100,334 1,640 — — — — — — — (125,000) (782) (125,782) — — — (467,055) (91) (467,146) $ 144,755 $ 4,788,520 $ 22,619 $ 2,986,177 $ 67,817 $ 8,009,888 $ — $ 8,009,888 Balance, December 31, 2016 $ 144,755 $ 4,788,520 $ 22,619 $ 2,986,177 $ 67,817 $ 8,009,888 $ — $ 8,009,888 Note Preferred equity Common trust units Contributed surplus Retained earnings Accumulated other comprehensive income Total unitholders’ equity Non- controlling interests Total equity Changes during the year: Net income Other comprehensive income Units issued Units purchased and cancelled Unit-based compensation awards Unit option exercises Unit redemptions Preferred trust unit issue costs Distributions to unitholders Balance, December 31, 2017 715,286 — 715,286 — — — — — — (149,500) 4,745 — 15 15 15 15 15 15 15 17 — — 26,411 (57,870) — 10 — — — — — — — 4,757 (10) — — — — — (41,705) — — — (4,745) (464,141) 1,560 — — — — — — — 1,560 26,411 (99,575) 4,757 — — — — — — — 715,286 1,560 26,411 (99,575) 4,757 — (149,500) — (149,500) — — — (464,141) — (464,141) $ — $ 4,757,071 $ 27,366 $ 3,190,872 $ 69,377 $ 8,044,686 $ — $ 8,044,686 The accompanying notes are an integral part of the consolidated financial statements. 107 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands of Canadian dollars) Years ended December 31, Operating activities Net income 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 on investment properties, net Deferred income taxes recovery Transaction gains, net on disposition of: Available-for-sale securities Canadian investment properties U.S. investment properties Adjustments for other changes in working capital items Cash provided by operating activities Investing activities Acquisitions of investment property Construction expenditures on properties under development Capital expenditures on income properties: Recoverable and non-recoverable costs Tenant improvements and external leasing commissions Proceeds from sale of investment properties Earn-outs on investment properties Contributions to equity accounted investments Distributions received from equity accounted investments Advances of mortgages and loans receivable Repayments of mortgages and loans receivable Proceeds from sale of available-for-sale securities, net of selling costs Cash provided by investing 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 Units repurchased under normal course issuer bid Return of capital to non-controlling interests Proceeds received from issuance of common units, net Redemption of preferred units Cash used in financing 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 2017 2016 4 21 15 6 5 $ 708,265 $ 683,151 7,021 715,286 147,687 830,838 9,865 (7,806) 4,757 (15,719) 4,398 (8,006) 1,640 (9,972) (136,942) (199,787) (320) (234,525) (45,981) (971) — 30 (168,141) 354,028 (14,040) (6,075) (65,116) 125,741 425,096 (46,137) (556,203) (312,237) (249,429) (33,683) (35,500) (46,780) (47,593) 381,579 2,042,829 (1,567) (18,475) 44,415 (60,396) 14,221 153,696 (7,022) (26,750) 11,196 (3,894) 25,301 51,974 85,916 1,193,629 334,875 204,281 (719,719) (1,599,076) 563,198 1,145,752 (362,265) (1,154,814) 596,948 248,669 (150,000) — (435,671) (397,143) (3,514) (8,667) — (99,575) — 1,138 (91) — (782) 39,194 (149,500) (125,000) (424,085) (1,647,677) 15,859 54,366 (28,952) 83,318 $ 70,225 $ 54,366 6 6 13 13 29 17 29 The accompanying notes are an integral part of the consolidated financial statements. 108 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 AND 2016 To facilitate a better understanding of RioCan Real Estate Investment Trust’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 and Discontinued Operations 5. Investment Properties 6. Equity Accounted Investments 7. Mortgages and Loans Receivable 8. Residential Inventory 9. Receivables and Other Assets 10. Income Taxes 11. Lines of Credit and Other Bank Loans 12. Mortgages Payable 13. Debentures Payable 14. Accounts Payable and Other Liabilities 15. Unitholders’ Equity 16. Unit-based Compensation Plans 17. Distributions to Unitholders 18. Rental Revenue Investment and Other Income Interest Costs 19. 20. 21. General and Administrative 22. Transaction and Other Costs 23. Net Income per Unit 24. Fair Value Measurement 25. Risk Management 26. Capital Management 27. Operating Leases 28. Subsidiaries 29. Supplemental Cash Flow Information 30. Changes in Other Working Capital Items 31. Related Party Transactions 32. Employee Benefits 33. Segmented Information 34. Contingencies and Other Commitments 35. Events after the Balance Sheet Date 110 110 112 120 122 126 127 128 128 129 129 130 130 132 132 133 135 136 136 136 136 136 137 137 138 139 141 142 142 143 143 143 144 144 145 109 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 1. GENERAL INFORMATION RioCan Real Estate Investment Trust and its consolidated subsidiaries (collectively, the Trust or RioCan) own, develop and operate Canada's largest portfolio of retail focused, increasingly mixed-use properties. 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 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) are listed on the Toronto Stock Exchange (TSX) under the ticker symbols REI.UN. These consolidated financial statements were authorized for issue by Board of Trustees on February 13, 2018. 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. 110 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 (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. 111 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 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 IAS 7 Statement of Cash Flows (IAS 7) On January 1, 2017, the Trust adopted an amendment to IAS 7 which requires specific disclosures for movements in certain liabilities on the statement of cash flows. This amendment did not result in a material impact to 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. 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. 112 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 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. 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: 113 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 (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. (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. 114 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 (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. 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. 115 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 (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. (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 116 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 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 Exemption") 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 for the REIT Exemption, 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 for the REIT Exemption 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. 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: 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 117 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 2. 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 from the date of acquisition for 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. 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. 118 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 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 analyses 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. The Trust's assessment includes a review of relevant contracts for the following key areas which RioCan believes are in scope of IFRS 15 including, but not limited to, residential inventory sales, common area maintenance recoveries, and property and asset management fees. The Trust has assessed the impact of IFRS 15 and has concluded that the pattern of revenue recognition will remain unchanged upon adoption of the standard. The impact may be limited to additional note disclosure on the disaggregation of its revenue streams, specifically common area maintenance recoveries. The Trust intends to adopt the new standard on the required effective date on modified retrospective without restatement of prior period comparatives. 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. During 2017, the Trust performed an assessment of key areas within the scope of IFRS 9 which includes, but not limited to, the classification and measurement of mortgages and loans receivable and available-for-sale securities. The Trust intends to adopt the new standard on the required effective date of January 1, 2018 and will not restate comparative information. 119 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 Classification and measurement Quoted equity instruments currently held as available-for-sale financial assets with unrealized gains and losses recorded in OCI will, instead, be measured at fair value through profit or loss, which will increase volatility due to unrealized gains and losses being recorded in profit or loss. The AFS cumulative unrealized gain of $68.7 million related to those securities, which is currently presented as accumulated OCI, will be reclassified to retained earnings upon adoption. The Trust does not expect a significant impact on its balance sheet or equity as a result of this change in classification and measurement. The Trust is currently analyzing the contractual cash flow characteristics of the Trust’s mortgage and loan receivables and assessing various business model considerations and will be in a position to conclude as at the first quarter of 2018. 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 on or after January 1, 2019, with early adoption permitted. To assess the impact of this new standard, RioCan has formed an internal working group and continues to progress on its in-depth assessment of IFRS 16 on the Trust's Consolidated Financial Statements. RioCan does not expect a significant impact to the Trust's Consolidated Financial Statements on adoption of this IFRS. RioCan intends to adopt the standard effective January 1, 2019 without restatement of prior period comparatives. IAS 40, Investment Property (IAS 40) In 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 early adoption permitted. RioCan will apply the amendments when they become effective prospectively, however, since the current policy and practice is in line with the clarifications issued, RioCan does not expect any impact to the Trust's Consolidated Financial Statements. 4. 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. 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 Fair value gains on investment property, net Other income Other expenses Interest costs General and administrative expenses (recoveries) Internal leasing costs Transaction costs (recoveries) Income before income taxes Income tax expense (recovery) Current Deferred Net income from discontinued operations $ $ 2017 — $ — — — — — 2,560 2,560 — (1,041) — (549) (1,590) 4,150 2016 98,704 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 (2,871) — 7,021 $ 135,139 (230,675) 147,687 120 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 Other income For 2017, other income includes a partial reversal of provisions based on receivable collections, and favourable post-closing working capital adjustments related to RioCan's disposed U.S. property portfolio. Transaction costs Included in transaction costs is the partial reversal of an accrual connected with a settlement of a legal dispute with a former tenant located in the U.S. Income taxes For the year ended December 31 2017, RioCan's current income tax expense (recovery) includes the impact of foreign exchange translation. Cash flows associated with discontinued operations The net cash flows associated with discontinued operations are as follows: Years ended December 31, Net income from discontinued operations Adjustments for non-cash items: Deferred income taxes Fair value gains on investment properties, net Net gain on sale of income properties Adjustments for net changes in operating assets and liabilities Net operating cash flow activities Proceeds from the sale of income properties $ Other Net investing cash flow activities Repayment of mortgages payable Repayment of parent REIT loan Loan advances from parent REIT Other Net financing cash flow activities Net change in cash Properties held for sale 2017 7,021 $ — — — (6,069) 952 — — — — — — — — 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) (15,189) $ 952 $ Presented below are details of the Trust's properties held for sale from continuing operations: As at Assets Income properties Properties under development Total assets held for sale Liabilities Mortgages payable Total liabilities held for sale Net assets December 31, 2017 December 31, 2016 $ $ $ $ 371,299 38,879 410,178 32,670 32,670 377,508 $ $ $ $ 25,341 35,189 60,530 — — 60,530 As at December 31, 2017, RioCan, pursuant to its plan to accelerate its portfolio focus in Canada’s six major markets through the sale of approximately 100 investment properties located primarily in secondary markets across Canada, has eight income properties held for sale,with an aggregate carrying value of $371.3 million and mortgage payable of $32.7 million. As at December 31, 2017, RioCan has four development property land parcels held for sale with an aggregate carrying value of $38.9 million. 121 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 5. INVESTMENT PROPERTIES As at December 31, Income properties Properties under development Year ended December 31, 2017 Balance, beginning of year Acquisitions Dispositions Development expenditures Addition to properties held under a lease Capital expenditures: Recoverable and non-recoverable expenditures Leasing commissions and tenant improvements Transfers, net (i) Transfers to residential inventory (ii) Fair value gains, net Straight-line rent (iii) Earn-out consideration Balance, end of year Investment properties Properties held for sale 2017 2016 $ $ 12,075,939 1,084,305 13,160,244 $ $ 12,406,719 880,319 13,287,038 Income properties $ 12,432,060 $ Properties under development 915,508 Total $ 13,347,568 16,484 (294,820) — 9,232 26,208 31,446 107,598 — 109,505 7,806 1,719 $ $ $ 12,447,238 12,075,939 371,299 12,447,238 $ $ $ 63,933 (88,127) 324,596 — — — (107,598) (16,174) 27,437 — 3,609 1,123,184 1,084,305 38,879 1,123,184 80,417 (382,947) 324,596 9,232 26,208 31,446 — (16,174) 136,942 7,806 5,328 $ $ $ 13,570,422 13,160,244 410,178 13,570,422 (i) During the year ended December 31, 2017, transfers to income properties from properties under development totalled $220.1 million reflecting completed developments. Transfers from income properties to properties under development totalled $112.5 million reflecting the commencement of active development on certain income properties during the period. (ii) During the year ended December 31, 2017, RioCan announced changing the residential rental component of the King Portland Centre to condominium units. In addition, the costs associated with the Windfields Farm residential development were transferred to residential inventory upon formation of the joint venture with Tribute to develop townhomes. As such, a portion of the fair value of these properties have been transferred to residential inventory. Included in investment properties is $108.2 million of net rents receivable arising from the recognition of rental revenue on a straight-line basis over the lease term (December 31, 2016 - $104.6 million). (iii) Year ended December 31, 2016 Balance, beginning of year Acquisitions Dispositions Development expenditures Capital expenditures: Recoverable and non-recoverable expenditures Leasing commissions and tenant improvements Transfers, net Fair value gains, net Straight-line rent (i) Earn-out consideration Other changes Balance, end of year Investment properties Properties held for sale Income properties $ 11,451,096 $ Properties under development 872,202 Total $ 12,323,298 594,538 (119,813) — 52,899 48,261 253,121 134,692 7,263 7,380 2,623 10,043 (5,436) 243,243 — — (253,121) 48,196 — — 381 $ $ $ 12,432,060 12,406,719 25,341 12,432,060 $ $ $ 915,508 880,319 35,189 915,508 $ $ $ 604,581 (125,249) 243,243 52,899 48,261 — 182,888 7,263 7,380 3,004 13,347,568 13,287,038 60,530 13,347,568 (i) Included in investment properties is $104.6 million of net rents receivable arising from the recognition of rental revenue on a straight-line basis over the lease term. 122 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 Acquisitions The following table summarizes the Trust's acquisitions of properties: As at December 31, Properties acquired during the year: Investment properties Residential inventory properties Total consideration Loan receivable payment Debt assumed Difference between contractual amount and fair value of debt assumed Total consideration, net of related debt and loan receivable Total consideration, net of related debt and loan receivable allocated to: Investment properties Residential inventory properties Total Income Properties Acquisitions Income properties Properties under development 2017 2016 2017 2016 $ 16,484 $ 594,538 $ 63,933 $ 10,043 — — 16,484 594,538 — — (8,631) (48,416) 36,870 100,803 (28,467) (13,406) — (757) — — 10,043 — — — 7,853 $ 545,365 $ 58,930 $ 10,043 7,853 — 545,365 — 39,280 19,650 10,043 — 7,853 $ 545,365 $ 58,930 $ 10,043 $ $ During the year ended December 31, 2017, RioCan acquired the remaining 20% interest in a co-owned income property for $16.5 million and assumed a related $8.6 million mortgage. Properties Under Development Acquisitions During August and September 2017, RioCan acquired a 75% ownership interest in properties located in the Yorkville area of Toronto, Ontario, with the intention of rezoning and developing a high-rise residential condominium building with rental replacement units and commercial components. The total consideration of these properties, including transaction costs was $67.5 million, which was paid by $35.9 million in cash, $28.5 million repayment of loan receivable, and $3.1 million assumption of debt. After the sale by RioCan on October 12, 2017 of a 25% interest in the project to Capital Developments (CD) at a sale price of $21.7 million, including certain cost recoveries, RioCan owns a 50% ownership interest in the properties at a total consideration of $45.8 million including transaction costs, which was recorded to the following items on the consolidated balance sheet: $36.9 million as residential development inventory, representing RioCan's 50% interest in the planned high-rise condominium component of the property and $8.9 million classified as properties under development. On October 5, 2017, RioCan acquired a 10% undivided interest in WNUF 2's interest in the commercial component of The Well for a purchase price, including transaction costs, of $23.0 million including a $10.3 million assumption of debt. As a result of this transaction, RioCan owns an undivided 50% interest in the commercial component of the project. Also, RioCan and its partner Hudson Bay Company have secured a surrender agreement with Sears Canada Inc. for its location at RioCan Oakville Place, in Oakville, Ontario, for a fee of $2.0 million. In addition, at Garden City Shopping Centre in Winnipeg, Manitoba, RioCan and its partner Bayfield Realty Advisors acquired the freehold interest in the Sears location for a purchase price of $2.4 million. The remaining acquisitions which occurred during the year ended December 31, 2017 totalled $8.0 million and consisted of parkland dedication sites. Purchase Obligations On July 5, 2017, RioCan entered into an agreement to purchase from its partners the remaining 50% interest in the rental residential tower of its landmark mixed-use, transit oriented project at the northeast corner of Yonge Street and Eglinton Avenue, also known as ePlace. The purchase price for the remaining interest in the rental residential tower is estimated to be in the range of $95 to $105 million upon closing estimated in the first quarter of 2019, subject to final costs incurred. Also, the Trust has an agreement to acquire the remaining 50% interest in the retail component of the ePlace, from its partners at a purchase price based on a 7% capitalization rate on the stabilized net operating income upon completion in 2019. The Trust has also agreed to purchase the partners' interest in the retail portion of the Yorkville project upon completion at a 6% capitalization rate. 123 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 Dispositions The following table summarizes the Trust's dispositions of investment property: As at December 31, Investment properties disposed Gain on disposition recorded in other income Total consideration Mortgages associated with investment property dispositions Vendor-take-back mortgages receivables on dispositions Total consideration, net of related debt Income Properties Dispositions Income properties Properties under development 2017 2016 2017 294,820 $ 119,813 $ 88,127 $ — 6,075 — 294,820 $ 125,888 $ 88,127 $ — (2,500) (29,359) — (1,024) — 2016 5,436 — 5,436 — — 292,320 $ 96,529 $ 87,103 $ 5,436 $ $ $ On June 29, 2017 RioCan completed the sale of its Cambie Street property in Vancouver, British Columbia, for a sale price of $94.2 million at a capitalization rate of 3.29%. On August 3, 2017, the Trust completed the sale of a portfolio of six chartered bank branches located in British Columbia at a sale price of $30.3 million, at a capitalization rate of 3.72%. There was no debt associated with either disposition. During the year ended December 31, 2017, the Trust entered into a firm agreement with CT REIT to sell seven properties for a total sale proceed of $200 million at a weighted average capitalization rate of 6.12%. These seven properties were all anchored by a Canadian Tire banner and formed part of the first major sale transaction announced pursuant to the Trust's plan to accelerate its portfolio focus in Canada’s six major markets through the sale of approximately 100 investment properties located primarily in secondary markets across Canada. On December 18, 2017, RioCan closed the sale of five income properties for a total sale price of $135.2 million, with the sale of the remaining two properties expected to be completed in 2018. Properties Under Development Dispositions During the year ended December 31, 2017, RioCan completed nine development property dispositions aggregating $88.1 million. These dispositions were comprised of the disposal to CD pertaining to the Yorkville project at a sale price of $21.7 million, including certain cost recoveries and $52.6 million from selling interests in existing properties pursuant to the formation of five 50/50 joint ventures. The remaining proceeds were from the sale of excess lands. Properties held under a lease Included in investment properties are four properties that are subject to operating leases with third parties. Two of the leases expire in 2029 and do not include buy-out options, whereas the third lease expires in 2020 and carries a buy-out option. The remaining operating lease expires in 2035 and does not include 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 $273.8 million (December 31, 2016 - $274.1 million) and the corresponding finance lease obligation is $21.5 million (December 31, 2016 - $18.7 million) and is included in accounts payable and other liabilities. Future minimum lease payments under these operating leases are as follows: Within twelve months Two to five years Over five years Total minimum lease payments Less: Future interest costs Present value of minimum lease payments Valuation methodology Fair value December 31, 2017 December 31, 2016 $ $ $ 2,532 $ 9,342 17,506 29,380 $ 7,855 21,525 $ 2,232 8,461 15,057 25,750 7,097 18,653 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 24 for further details. 124 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 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 35 external property appraisals (including 11 vacant land parcels), which supported an IFRS fair value of approximately $3.0 billion or 22% of the Trust's investment property portfolio as at December 31, 2017. 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. In 2018, 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. 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. 125 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 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, 2017, the weighted average capitalization rate for the Trust's investment properties and properties held for sale is 5.56% (December 31, 2016 - 5.64%). 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 (1.00%) (0.75%) (0.50%) (0.25%) 4.56% 4.81% 5.06% 5.31% 16,137,281 15,298,545 14,542,688 13,858,004 December 31, 2017 5.56% $ 13,234,891 $ 0.25% 0.50% 0.75% 1.00% 5.81% 6.06% 6.31% 6.56% 12,665,404 12,142,904 11,661,807 11,217,378 2,902,390 2,063,654 1,307,797 623,113 — (569,487) (1,091,987) 21.93 % 15.59 % 9.88 % 4.71 % — % (4.30)% (8.25)% (1,573,084) (11.89)% (2,017,513) (15.24)% Ratio of total debt to total assets (net of cash and cash equivalents) 34.1% 35.8% 37.5% 39.3% 41.0% 42.7% 44.4% 46.0% 47.7% Sensitivity analysis of changes in stabilized net operating income (SNOI) and capitalization rates In addition, a 1% increase in SNOI would result in a higher portfolio fair value of $132.4 million. A 1% decrease in SNOI would result in a lower portfolio fair value of $132.4 million. A 1% increase in SNOI coupled with a 0.25% decrease in capitalization rates would result in a higher portfolio fair value of $761.7 million. A 1% decrease in SNOI coupled with a 0.25% increase in capitalization rates would result in a lower portfolio fair value of $696.1 million. 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: As at December 31, Equity Investee Dawson-Yonge LP RioCan-HBC JV WhiteCastle New Urban Fund, LP (WNUF 1) WhiteCastle New Urban Fund 2, LP (WNUF 2) WhiteCastle New Urban Fund 3, LP (WNUF 3) WhiteCastle New Urban Fund 4, LP (WNUF 4) WNUF 4 Principal activity Owns and operates an income property Owns and operates income properties Development and sale of residential inventory 2017 40.0% 12.0% 14.2% 19.3% 20.0% 18.3% 2016 40.0% 11.6% 14.2% 19.3% 20.0% —% On September 8, 2017, RioCan committed up to $42 million in capital contributions in consideration for an approximate 18.3% limited partner interest in WNUF 4. Amounts to be funded are callable by the general partner at any point prior to the expiration of the investment period on September 15, 2027. As at December 31, 2017, RioCan has contributed cash of $0.4 million to the fund. 126 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 The following table shows the changes in the aggregate carrying value of RioCan's investment in associates and joint ventures: Years ended December 31, Balance, beginning of year Contributions Share of net income Distributions Other Balance, end of year $ $ 2017 185,278 $ 18,475 15,719 (44,415) 1,199 176,256 $ 2016 158,994 26,750 9,972 (11,196) 758 185,278 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, 2017 2016 Current assets Non-current assets Current liabilities Non-current liabilities (i) Net assets Equity accounted investments RioCan-HBC JV Other Total RioCan-HBC JV Other Total $ $ $ 10,045 $ 215,272 $ 225,317 $ 9,067 $ 105,298 $ 114,365 2,003,865 12,747 782,892 22,530 14,434 58,419 2,026,395 1,980,330 27,181 841,311 10,675 546,114 22,100 4,586 52,291 2,002,430 15,261 598,405 1,218,271 $ 164,949 $ 1,383,220 147,897 $ 28,359 $ 176,256 $ $ 1,432,608 $ 70,521 167,581 $ 17,697 $ $ 1,503,129 185,278 Year ended December 31, RioCan-HBC JV Other Total RioCan-HBC JV Other Total 2017 2016 Revenue Operating expenses Fair value gains (losses) Interest expense Net income Income (loss) from equity accounted investments $ $ $ 129,766 $ 47,293 $ 177,059 $ 131,653 $ 12,637 $ 144,290 11,387 (3,722) 18,386 6,906 403 459 18,293 (3,319) 18,845 10,643 (11,825) 15,999 5,657 907 455 16,300 (10,918) 16,454 96,271 $ 40,331 $ 136,602 11,347 $ 4,372 $ 15,719 $ $ 93,186 $ 7,432 $ 100,618 10,391 $ (419)(ii) $ 9,972 Includes mortgages payable and lines of credit. (i) (ii) 2016 amount reflects a $1.5 million priority profit allocation to the general partner of the investees. 7. MORTGAGES AND LOANS RECEIVABLE As at December 31, Current Non-current $ $ 2017 33,214 $ 112,659 145,873 $ 2016 28,263 89,754 118,017 As at December 31, 2017, mortgages and loans receivable bear interest at a weighted average effective and contractual rate of 5.4% per annum (December 31, 2016 - 5.0%) and mature between 2018 and 2023. Future repayments for the years ending December 31 are as follows: Due on demand 2018 2019 2020 2021 2022 Thereafter $ $ 7,077 26,137 11,395 40,651 49,232 — 11,381 145,873 127 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 8. RESIDENTIAL INVENTORY The following table shows the changes in the aggregate carrying value of RioCan's residential inventory: Years ended December 31, Balance, beginning of year Acquisitions (i) Development expenditures Transfers from investment properties (ii) Balance, end of year 2017 48,414 $ 36,870 30,545 16,174 132,003 $ $ $ 2016 45,276 — 3,138 — 48,414 (i) Represents the carrying value of properties acquired and located in the Yorkville area of Toronto, Ontario, with the intention of rezoning and developing a high-rise residential condominium building. Refer to note 5 for further details. (ii) During the year ended December 31, 2017, RioCan announced changing the residential rental component of the King Portland Centre to condominium units. In addition, the costs associated with the Windfields Farm residential development were transferred to residential inventory upon formation of the joint venture with Tribute to develop townhomes. Refer to note 5 for further details. 9. RECEIVABLES AND OTHER ASSETS The following table details the Trust's receivables and other assets as at December 31, 2017 and December 31, 2016: As at December 31, 2017 Non- current Current Total Current 2016 Non- current Total Prepaid expenses and other assets $ 205,835 $ 14,975 $ 220,810 $ 332,387 $ 10,376 $ 342,763 Net contractual rents receivable 18,569 Management information system Interest rate swaps agreements Funds held in trust Cross currency interest rate swaps — — — — — 13,532 5,101 11,858 — 18,569 13,532 5,101 11,858 — 40,754 — — — 1,416 — 21,737 — 1,838 — 40,754 21,737 — 1,838 1,416 $ 224,404 $ 45,466 $ 269,870 $ 374,557 $ 33,951 $ 408,508 Prepaid expenses and other assets Prepaid expenses and other assets primarily include available-for-sale securities, prepaid property taxes and 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, 2017 included in other assets are $4.3 million of non-refundable sales commissions the Trust has paid with respect to the sale of these condominium units (December 31, 2016 - $3.4 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 $1.7 million as at December 31, 2017 (December 31, 2016 - $1.8 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, 2017, 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 during the year ended December 31, 2017. 128 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 10. INCOME TAXES The Trust qualifies for the REIT Exemption 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 for the REIT Exemption 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, 2017, the Trust's Canadian corporate subsidiaries have recognized deferred income tax assets totalling $11.9 million (December 31, 2016 - $11.6 million) on deductible temporary differences related to intangible assets, deferred pension, deferred compensation and loss carryforwards that expire over the next 19 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. 11. LINES OF CREDIT AND OTHER BANK LOANS The Trust's revolving unsecured operating line of credit and secured construction lines and other bank loans, net of deferred financing costs, are as follows: As at December 31, Revolving unsecured operating line of credit Non-revolving unsecured credit facilities Construction lines and other bank loans Revolving unsecured operating line of credit $ $ 2017 387,093 $ 299,360 217,976 904,429 $ 2016 502,359 — 203,274 705,633 As at December 31, 2017, RioCan had cash advances outstanding of $390.0 million and $610.0 million in cash available to be drawn from this revolving operating credit facility. The weighted average contractual interest rate on amounts drawn under this facility was 2.53% (December 31, 2016 - 1.92%). On April 25, 2017, the Trust exercised its option to extend the maturity date on its operating line of credit to May 31, 2022. Non-revolving unsecured credit facilities On October 31, 2017, the Trust entered into a new $200 million non-revolving unsecured credit facility with two financial institutions (consisting of a Schedule I and a Schedule III bank), with a maturity date of January 31, 2023. The new credit facility bears interest at a rate of Bankers' Acceptances plus 110 basis points per annum and is fully drawn as at December 31, 2017. On December 27, 2017, the Trust entered into a $100 million non-revolving unsecured credit facility with a Schedule I bank with a maturity date of December 27, 2019. The new credit facility bears interest at a rate of Bankers' Acceptances plus 100 basis points per annum and $100 million is fully drawn as at December 31, 2017. The aforementioned facility provided the Trust with an option to increase the facility by up to $50 million with the addition of a lender. Subsequent to year end, the Trust exercised this option and borrowed an additional $50 million from a Schedule III bank under this facility. The non-revolving unsecured credit facility agreements requires the Trust to maintain certain financial covenant's similar to those of RioCan's $1 billion revolving unsecured operating line of credit. Refer to note 26 for additional details. Construction lines and other bank loans In addition to the revolving unsecured operating line of credit and non-revolving unsecured credit facilities, the Trust has secured credit facilities and other bank loans, which include variable rate non-revolving secured construction facilities for the funding of certain development properties. At December 31, 2017, these secured facilities and other bank loans have an aggregate maximum borrowing capacity of $387.9 million and mature between 2018 and 2019, of which the Trust had drawn $218.0 million (December 31, 2016 - $203.3 million). The weighted average contractual interest rate on amounts outstanding is 2.28% (December 31, 2016 - 1.42%). 129 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 12. MORTGAGES PAYABLE Mortgages payable, net of deferred financing costs, consist of the following: As at December 31, Mortgages payable Mortgages on properties held for sale Current Non-current $ $ $ $ 2017 2,300,247 $ 32,670 2,332,917 $ 578,851 $ 1,754,066 2,332,917 $ 2016 2,699,935 — 2,699,935 766,831 1,933,104 2,699,935 Future repayments of mortgages payable by year of maturity are as follows: Year 2018 2019 2020 2021 2022 Thereafter Weighted average contractual interest rate Scheduled principal amortization Principal maturities Total repayments 3.67% $ 48,129 $ 530,722 $ 578,851 4.01% 3.65% 4.40% 3.15% 3.70% 36,853 22,689 12,004 7,924 8,011 348,697 450,478 348,782 124,544 385,419 385,550 473,167 360,786 132,468 393,430 3.81% $ 135,610 $ 2,188,642 $ 2,324,252 Unamortized differential between contractual and market interest rates on liabilities assumed at the acquisition of properties 12,005 Unamortized debt financing costs, net of premiums and discounts (3,340) $ 2,332,917 Pledged properties As at December 31, 2017, $6.0 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, 2016 - $6.8 billion). 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 mortgages payable: As at December 31, Weighted average interest rates: Effective Contractual (i) Mortgages maturing between 2018 and 2034. 13. DEBENTURES PAYABLE Debentures payable consist of the following: As at December 31, Current Non-current 2017 (i) 3.80% 3.81% 2016 3.99% 4.02% $ $ 2017 250,000 $ 2,444,619 2,694,619 $ 2016 150,000 2,098,024 2,248,024 As at December 31, 2017, total debentures payable bear interest at weighted average effective and contractual rates of 3.34% and 3.28% (December 31, 2016 - 3.52% and 3.52%), respectively. Issuance On January 16, 2017, the Trust issued $300 million principal amount 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. These debentures were sold at a price of $999.97 per $1,000 principal amount with an effective yield of 2.831% if held to maturity. 130 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 On March 1, 2017, RioCan redeemed, in full, its $150 million 3.80% Series P senior unsecured debentures in accordance with its terms. On April 10, 2017, the Trust issued $300 million principal amount of Series Z senior unsecured debentures at par, which mature on April 9, 2021 and carry a coupon rate of 2.194%. The interest on these debentures is payable semi-annually commencing October 9, 2017. The Trust has the following series of senior unsecured debentures outstanding as at December 31 : Series P S Q U X Z R V Y T W I Contractual obligations Maturity date March 1, 2017 March 5, 2018 June 28, 2019 June 1, 2020 August 26, 2020 April 9, 2021 December 13, 2021 May 30, 2022 October 3, 2022 April 18, 2023 February 12, 2024 February 6, 2026 Future repayments are as follows: Years ending December 31: Contractual obligations Unamortized debt financing costs Covenant compliance Coupon rate 3.80% 2.87% 3.85% 3.62% 2.19% 2.19% 3.72% 3.75% 2.83% 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 Semi-annual Semi-annual $ 2017 — $ 2016 150,000 250,000 350,000 150,000 250,000 — 250,000 250,000 — 200,000 300,000 100,000 $ 2,700,000 $ 2,250,000 250,000 350,000 150,000 250,000 300,000 250,000 250,000 300,000 200,000 300,000 100,000 2018 2019 2020 2021 2022 Thereafter Weighted average contractual interest rate 2.87% $ 3.85% 2.72% 2.89% 3.25% 3.88% $ Principal maturities 250,000 350,000 400,000 550,000 550,000 600,000 2,700,000 (5,381) 2,694,619 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, 2017, the Trust was in compliance with these covenants pursuant to the Trust's Declaration and debenture indentures. 131 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 14. ACCOUNTS PAYABLE AND OTHER LIABILITIES As at December 31, 2017 Non- current Current Total Current 2016 Non- current Total Property operating costs $ 54,689 $ 24,239 $ 78,928 $ 59,491 $ 20,686 $ 80,177 Capital expenditures and leasing commissions: 111,334 Properties under development Income producing properties Deferred revenue Unitholder distributions payable Interest payable Finance lease obligations Income taxes payable Unfunded employee future benefits Contingent consideration Interest rate swap agreements Other trade payables and accruals Income taxes payable 85,144 20,625 20,527 38,039 27,435 1,461 14,396 — 2,718 765 24,219 — — — 43,775 — — 20,064 — 14,156 — 2,154 5,521 111,334 112,302 85,144 20,625 64,302 38,039 27,435 21,525 14,396 14,156 2,718 2,919 29,740 77,240 32,564 22,071 38,356 26,841 2,573 136,169 — 325 843 24,407 — — — 26,249 — — 16,080 — 12,751 — 9,398 4,236 112,302 77,240 32,564 48,320 38,356 26,841 18,653 136,169 12,751 325 10,241 28,643 $ 290,018 $ 109,909 $ 399,927 $ 420,880 $ 89,400 $ 510,280 Income taxes payable relates primarily to the realized gain on sale of the Trust's U.S. income property portfolio during May 2016. 15. 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. The units issued and outstanding are as follows: As at 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 Common trust units repurchased and cancelled Unit issue costs Balance, end of year 2017 Units $ 326,615 4,788,520 2016 Units 322,483 $ 4,684,194 1,003 25,273 10 — 36 — 258 10 898 — (3,930) — (57,870) (18) 2,399 1,671 — 36 26 — — 60,782 38,242 3,992 959 358 — (7) 323,734 4,757,071 326,615 4,788,520 Included in units outstanding as at December 31, 2017, are exchangeable limited partnership units totalling 1.0 million units (December 31, 2016 - 1.2 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. On October 2, 2017, RioCan announced it will be suspending its DRIP effective November 1, 2017. Unitholders that are enrolled in the DRIP will receive the future distributions in cash commencing with any distribution declared in November 2017. If RioCan elects to reinstate the DRIP in the future, unitholders that were enrolled in the DRIP at the time of its suspension and remain enrolled at the time of its reinstatement will automatically resume participation in the DRIP. Normal course issuer bid On October 10, 2017, 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 32,520,207 of its units, or approximately 10% of its 325,202,070 outstanding units as of October 6, 2017, for cancellation over the next 12 months effective October 20, 2017. 132 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 The number of units that can be purchased pursuant to the bid is subject to a current daily maximum of 127,617 units (which is equal to 25% of 510,471, being the average daily trading volume from April 1, 2017 through to September 30, 2017), 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 year ended December 31, 2017, the Trust acquired and cancelled 3,930,174 units at a weighted average price of $25.30 per unit, for a total cost of $99.6 million. The excess of the purchase price over the carrying amount of the units purchased, representing the unit price increases over the weighted average historical unit issuance price, was recorded as a reduction to retained earnings amounting to $41.7 million. Preferred trust units The Trust is authorized to issue 50 million preferred units. Series C On June 30, 2017, the Trust exercised its option to redeem all 5.98 million outstanding Series C preferred trust units at the cash redemption price of $25.00 per Series C unit, for a total redemption price of $149.5 million paid on June 30, 2017. Unit issue costs totalling $4.7 million were recorded as a charge to retained earnings upon redemption. Contributed surplus RioCan and its consolidated subsidiaries introduced new restricted equity plans (New REU Plans) and new performance equity plan (New PEU Plan) in 2017 as described in note 16. The awards issued under this new plan are settled by the delivery of common trust units purchased on the secondary market, net of applicable withholdings. The fair value of these equity-settled awards are recognized as an expense over the vesting period with a corresponding increase to contributed surplus, which is presented as a separate component of total unitholders' equity. For the year ended December 31, 2017, RioCan recorded $4.8 million in unit-based compensation costs (December 31, 2016 - $1.6 million). Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) as at and for the year ended December 31, 2017 consists of the following amounts: Available-for-sale investments Actuarial loss on pension plan Interest rate swap agreements Cross currency interest rate swap agreements Total As at December 31, 2016 Other comprehensive income (loss) As at December 31, 2017 $ $ 78,947 $ (10,283) 68,664 $ (997) $ (984) (1,981) $ (10,207) $ 12,901 2,694 $ 74 $ 67,817 (74) 1,560 — $ 69,377 16. UNIT-BASED COMPENSATION PLANS New REU Plans Senior Executive REU Plan The Senior Executive REU Plan, as referenced above, is a new plan introduced in 2017 that provides for the allotment of REUs to the Chief Executive Officer (CEO), President & Chief Operating Officer and Chief Financial Officer of the Trust, and such other officers or executive employees of the Trust that are determined by the CEO and approved by RioCan's Human Resources and Compensation Committee. Each REU notionally represents the value of one unit of the Trust on the date of grant. Unit distributions paid during the period from grant date until settlement date will be credited to each REU participant in the form of additional REUs. The number of REUs granted shall vest one-third on each of the first, second and third anniversary of the grant date, provided however that all vested REUs are only eligible for settlement upon the third anniversary of the grant date (the Settlement Date). Settlement of vested REUs is generally made within 30 days after the Settlement Date by the delivery of an equivalent number of common trust units purchased on the secondary market, net of applicable withholding taxes. On February 28, 2017, the Trust granted 78,969 REUs under its New Senior Executive REU Plan. The grant date price was $26.68 per unit based on the five-day volume weighted average market price of RioCan's common trust units traded on the TSX prior to the grant date, resulting in an aggregate fair value of $2.1 million. Employee REU Plan The Employee REU Plan is a new plan introduced in 2017 that provides for the allotment of REUs to certain senior level employees of the Trust that do not participate in the Senior Executive REU Plan. Each REU notionally represents the value of one unit of the Trust on the date of grant. Unit distributions paid during the period from grant date until settlement date will be credited to each REU participant in the form of additional REUs. The number of REUs granted shall vest fully on the third anniversary of the grant date (the Settlement Date), including distribution equivalents that have accumulated during the vesting period. Settlement of vested REUs is generally made within 30 days after the Settlement Date. 133 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 On February 28, 2017, the Trust granted 67,063 REUs under its Employee REU Plan. The grant date price was $26.68 per unit based on the five-day volume weighted average market price of RioCan's common trust units traded on the TSX prior the grant date, resulting in an aggregate fair value of $1.8 million. New Performance Equity Unit Plan (New PEU Plan) Effective January 1, 2017, the Trust implemented several changes to its executive pay program which takes into account unitholder feedback received during 2016. Included in these changes was a modification made to the comparator group for compensation benchmarking to include only peers that are domiciled in Canada. Specifically, RioCan adopted a single performance metric for its New PEU Plan, which is relative total unitholder return (TUR) against a peer group of S&P/TSX Capped REIT companies with a market capitalization above $1.0 billion (excluding RioCan), plus First Capital Realty Inc. The second main change to this plan is that settlement on the vesting date will be effected via the delivery of an equivalent number of common trust units purchased on the secondary market, net of applicable withholding taxes. During February 2017, the Trust granted 157,939 PEUs under its New PEU Plan at a fair value of $4.3 million. The grant date fair value assumptions using the Monte-Carlo valuation model are as follows: 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) Initial total unitholder return (iii) $ $ 4,299 158 27.21 0.8% 15.0% 1.1% (i) Derived using the yield on Government of Canada benchmark bonds with an average term similar to the PEU vesting period. (ii) Expected unit price volatility is calculated based on the average of the actual daily closing price of RioCan's trust units measured over a three-year historical period up to the grant date. (iii) PEUs granted under the New PEU Plan are subject to a relative TUR performance hurdle where vesting is dependent upon RioCan's TUR performance relative to a comparative group of peer companies. The initial TUR performance has incorporated actual historical TUR performance for RioCan and each company in the comparator group over the period from January 1, 2017 to March 31, 2017. 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, 2017, 12.1 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, 2017 and 2016 using the Black-Scholes option valuation model are as follows: Years 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) $ $ 2017 — $ — — $ —% —% —% — 2016 2,194 2,159 25.79 0.5% 5.5% 14.9% 4.5 (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. 134 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 Unvested unit options granted prior to January 1, 2017, which remain outstanding under the existing plan, will continue to be expensed over the vesting period over which all specified vesting conditions are satisfied. The following summarizes the changes in unit options outstanding during the period: 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 2017 2016 Units (in thousands) 8,408 $ — (10) (410) (213) 7,775 $ 5,553 $ $ Weighted average exercise price 26.52 — 25.78 27.44 26.71 26.47 26.31 — Units (in thousands) 9,027 $ 2,159 (1,671) (332) (775) 8,408 $ 4,511 $ $ Weighted average exercise price 26.12 25.79 22.89 27.17 27.35 26.52 26.11 1.02 As part of comprehensive changes to its executive compensation program, the Trust has enhanced the design of its long-term incentive program to reduce the frequency of option grants while replacing that portion of the overall long-term incentive compensation in 2017 with grants of New REU Plans and New PEU Plan as described above. As a result, RioCan did not grant any unit options during the year ended 2017. The following table summarizes the 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 Units Issuable (in thousands) Weighted Average Exercise Price per Common Unit Weighted Average Remaining Life (years) Number of Common Units Issuable (in thousands) Weighted Average Exercise Price per Common Unit 2017 582 2,248 1,150 1,393 1,329 1,073 7,775 2016 582 2,494 1,181 1,476 1,479 1,196 8,408 2017 2016 2017 2016 $20.02 $20.02 25.59 26.54 27.28 27.57 29.31 25.62 26.54 27.28 27.57 29.31 $26.47 $26.52 2.3 7.1 5.1 5.1 6.0 7.2 5.9 3.3 8.0 6.1 6.2 7.0 8.2 6.9 2017 582 948 1,031 1,341 1,114 537 5,553 2016 2017 2016 582 575 944 1,188 898 324 $20.02 $20.02 25.33 26.54 27.28 27.59 29.31 25.10 26.54 27.27 27.58 29.31 4,511 $26.31 $26.11 17. DISTRIBUTIONS TO UNITHOLDERS Total distributions declared to unitholders are as follows: 2017 2016 Years ended December 31, Total Distributions Distributions per unit Total Distributions Distributions per unit Common Unitholders Preferred Unitholders – Series A Preferred Unitholders – Series C $ $ 460,627 $ 1.4100 $ 458,388 $ — 3,514 464,141 — 0.5876 1,640 7,027 $ 467,055 1.4100 0.3281 1.1750 On June 30, 2017, the Trust exercised its option to redeem all outstanding Series C preferred trust units. Refer to note 15 for further details. On January 15, 2018, RioCan declared a distribution payable of 12.00 cents per unit for the month of January 2018, which will be paid on February 7, 2018 to common trust unitholders of record as at January 31, 2018. 135 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 18. RENTAL REVENUE Years ended December 31, Base rent Realty tax recoveries Common area maintenance recoveries Percentage rent Straight-line rent Lease cancellation fees 19. INVESTMENT AND OTHER INCOME Years ended December 31, Income earned on available-for-sale securities Transaction gains and other income 2017 $ 729,723 $ 226,939 159,486 10,486 7,806 6,225 2016 706,407 219,685 157,936 9,541 7,263 3,052 $ 1,140,665 $ 1,103,884 $ $ 2017 8,574 $ 48,440 57,014 $ 2016 13,173 20,095 33,268 Net transaction gains primarily include realized gains on the disposition of the Trust's available-for-sale securities. 20. INTEREST COSTS Years ended December 31, Total interest Less: Interest capitalized to properties under development 2017 199,817 $ 28,399 171,418 $ 2016 206,989 27,462 179,527 $ $ For the year ended December 31, 2017, interest was capitalized to properties under development at a weighted average effective interest rate of 3.54% (December 31, 2016 - 3.94%). 21. GENERAL AND ADMINISTRATIVE Years ended December 31, Salaries and benefits Unit-based compensation expense Depreciation and amortization Other general and administrative $ $ 2017 23,267 $ 3,911 9,865 15,517 52,560 $ 2016 23,568 6,745 4,386 17,521 52,220 Other general and administrative costs include information technology costs, public company costs, professional fees, travel expenses, occupancy costs, donations, advertising, promotion and marketing costs. 22. TRANSACTION AND OTHER COSTS For the year ended December 31, 2017, transaction and other costs primarily include property acquisition and disposition costs, and other costs associated with transactions that the Trust decided not to pursue further totalling $11.8 million, (December 31, 2016 - $9.6 million). 136 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 23. NET INCOME 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. Years ended December 31, Net income attributable to unitholders Less: Net income 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 per unit (basic): Continuing operations Discontinued operations Net income per unit (diluted): Continuing operations Discontinued operations 2017 715,286 $ 7,021 708,265 $ — 3,514 2016 830,747 147,687 683,060 4,304 8,667 704,751 $ 670,089 326,805 124 326,929 325,386 279 325,665 2.16 $ 0.02 2.18 $ 2.16 $ 0.02 2.18 $ 2.06 0.45 2.51 2.06 0.45 2.51 $ $ $ $ $ $ $ (i) The calculation of diluted weighted average units outstanding excludes 6.7 million unit options for the year ended December 31, 2017 (December 31, 2016 - 4.4 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. 24. 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: As at Assets measured at fair value: Cash and cash equivalents Available-for-sale securities Investment properties: Income properties Properties under development Properties held for sale Cross currency interest rate swaps Interest rate swaps December 31, 2017 December 31, 2016 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 $ 70,225 $ — $ — $ 54,366 $ — $ 180,432 5,541 1,516 299,987 5,665 — — — — — — — — 12,075,939 — 1,084,305 — — 5,101 410,178 — — — — — — — — 12,406,719 — — 1,416 — 880,319 60,530 — — Total assets measured at fair value $ 250,657 $ 10,642 $13,571,938 $ 354,353 $ 7,081 $13,347,568 Liabilities measured at fair value: Interest rate swaps Total liabilities measured at fair value $ — — $ 2,919 2,919 $ — — $ — 10,241 — $ 10,241 $ — — For assets and liabilities measured at fair value as at December 31, 2017, there were no transfers between Level 1, Level 2 and Level 3 during the period. For changes in fair value measurements of investment properties and properties held for sale included in Level 3 of the fair value hierarchy, refer to note 5 for details on the changes in beginning and ending balances. 137 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 Fair value of financial instruments The Trust's financial instruments carrying values and fair values on the consolidated balance sheets are as follows: As at Financial assets: Cash and cash equivalents Available-for-sale securities Receivables and other assets Mortgages and loans receivable Interest rate swap assets Cross currency interest rate swaps Financial liabilities: Mortgages payable Debentures payable Unsecured operating line of credit Construction lines and other bank loans Interest rate swap liabilities Accounts payable and other liabilities December 31, 2017 December 31, 2016 Carrying value Fair value Carrying value Fair value $ 70,225 $ 70,225 $ 54,366 $ 187,489 30,427 145,873 5,101 — 2,300,247 2,694,619 387,093 517,336 2,919 382,878 187,489 30,427 144,855 5,101 — 2,205,417 2,738,790 387,093 517,336 2,919 382,878 305,652 42,427 118,017 — 1,416 2,699,935 2,248,024 502,359 203,274 10,241 489,613 54,366 305,652 42,427 115,416 — 1,416 2,717,006 2,371,060 502,359 203,274 10,241 489,613 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 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 The fair values of the interest rate swaps reported in other receivables and 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. 25. 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, 2017, approximately 16.5% (December 31, 2016 - 13.8%) 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 interest rate risk. The Trust has applied hedge accounting and recorded the changes in fair value for the effective portion of these derivatives in Other comprehensive income (loss) (OCI) from the date of hedge designation. For any interest rate swaps for which the Trust does not apply hedge accounting, the change in fair value of the swap contracts is recognized in the consolidated statements of income. 138 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 As at December 31, 2017, the outstanding notional amount of the floating-to-fixed interest rate swaps was $682.5 million (December 31, 2016 - $682.6 million) and the term to maturity of these agreements ranges from May 2018 to April 2024. The outstanding interest rate swaps by year of maturity are as follows: Maturity 2018 2019 2020 2021 2022 Thereafter Original principal amount Weighted average effective fixed interest rate $ $ 208,938 126,020 119,025 55,000 57,600 115,900 682,483 3.60% 2.31% 2.88% 4.12% 2.86% 2.34% 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, 2017, the fair value of the interest rate swaps are, in aggregate, a net financial asset of $2.2 million (December 31, 2016 - a net financial liability of $10.2 million ). As at December 31, 2017, the carrying value of the Trust's floating rate debt, not subject to a hedging strategy, is $1.0 billion. As at December 31, 2017, a 50 basis point increase in market interest rates would result in a $4.9 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 funds drawn against the Trust's operating line of credit, refer to notes 11 and 12 for details. • For the schedule of future repayments of debentures, see note 13 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 fulfil 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 in 2016 and the associated repayment of U.S. denominated debt, discussed further in note 4, RioCan has significantly reduced its foreign exchange risk. 26. 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 139 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 to investment and debt restrictions contained in the Declaration and debt covenants. RioCan’s Declaration provides for maximum total debt levels up to 60% of Aggregate Assets (as defined in the Declaration). The Trust is in compliance with this restriction. Additionally, RioCan’s Declaration contains provisions that have the effect of limiting capital expended by the Trust for, among other items, the following: • direct and indirect investments (net of related mortgages payable) in non-income producing properties (including greenfield developments and mortgages receivable to fund the Trust’s co-owners’ share of such developments) to no more than 15% of the Adjusted Unitholders’ Equity of the Trust (herein referred to as the “Basket Ratio” with Adjusted Unitholders’ Equity as defined in the Declaration); • 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, 2017. 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, Debentures payable Mortgages payable Lines of credit and other bank loans Liabilities associated with assets held for sale 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 Note 13 12 11 4 2017 2,694,619 2,300,247 904,429 32,670 5,931,965 8,044,686 2016 2,248,024 2,699,935 705,633 — 5,653,592 8,009,888 $ 13,976,651 $ 13,663,480 41.0% 3.3% 2017 3.87 39.7% 2.6% 2016 3.38 Revolving unsecured operating line of credit and non-revolving unsecured credit facilities The Trust is subject to certain key financial covenants pursuant to the agreement governing its revolving unsecured operating line of credit and non-revolving unsecured credit facilities, which are calculated on a rolling twelve-month basis. As at and for the year ended December 31, 2017, the Trust is in compliance with all applicable financial covenants. 140 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 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, 2017 < 60% < 40% > 1.5x > $5,000 > 1.5x < 15% 44.5% 18.4% 2.8 x $8,045 2.0 x 8.5% (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, secured construction lines and other bank loans and capital lease obligations, which are secured against investment 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 revolving unsecured operating line of credit, non-revolving unsecured credit facilities, 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. 27. 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 December 31, Within twelve months Two to five years Over five years Total $ $ 2017 704,213 1,975,293 1,450,758 4,130,264 Contingent rent recognized in the consolidated statements of income for the year ended December 31, 2017 is $12.0 million (December 31, 2016 - $12.2 million). 141 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 28. 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 Realty Investments Partnership Twelve LP RioCan Realty Investments Partnership Thirteen LP RioCan Realty Investments Partnership Fourteen LP RioCan Realty Investments Partnership Fifteen LP RioCan Realty Investments Partnership Sixteen 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 NA Property 3 LP Country Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada Canada U.S. 29. SUPPLEMENTAL CASH FLOW INFORMATION Years 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 the next year Distributions paid before the undernoted Proceeds from units issued under the distribution reinvestment plan Distributions paid, including proceeds reinvested under distribution reinvestment plan 2017 5,724 $ 199,224 2016 776 229,159 (460,627) $ (38,356) 38,039 (460,944) $ 25,273 (435,671) $ (458,388) (37,893) 38,356 (457,925) 60,782 (397,143) $ $ $ $ 142 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 The following provides a reconciliation of liabilities arising from financing activities: Year ended December 31, 2017 Balance, beginning of year Cash flows Non-cash changes: Deferred financing costs Cross currency swaps Assumed (disposed) on acquisition/disposition Balance, end of year Liabilities on properties held for sale Mortgages Payable Lines of Credit Debentures $ 2,699,935 $ (384,844) 705,633 $ 200,933 2,248,024 446,948 (4,211) — 22,037 (721) (1,416) — (353) — — $ $ 2,332,917 $ 904,429 $ 2,694,619 32,670 — — 2,300,247 $ 904,429 $ 2,694,619 30. CHANGES IN OTHER WORKING CAPITAL ITEMS Years 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 other working capital items 31. RELATED PARTY TRANSACTIONS $ 2017 (304) $ (1,649) (50,195) (109,510) (6,483) 2016 96,709 (4,914) (3,138) 94,492 (57,408) $ (168,141) $ 125,741 Key management personnel are defined by the Trust as 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 each of the Trustees and the following individuals: Chief Executive Officer, Edward Sonshine; President and Chief Operating Officer, Raghunath Davloor; and Senior Vice President and Chief Financial Officer, Qi Tang, effective June 8, 2017 (collectively, the Key Executives). On March 1, 2017, RioCan announced the resignation of Cynthia Devine as Executive Vice President, Chief Financial Officer & Corporate Secretary of the Trust, effective as of March 31, 2017. On June 8, 2017, RioCan announced the appointment of Qi Tang, Senior Vice President and Acting Chief Financial Officer, as the Senior Vice President and Chief Financial Officer of the Trust, effective June 8, 2017. Remuneration of the Trust’s Trustees and Key Executives during the year ended December 31, 2017 and 2016 is as follows: Years ended December 31, Compensation and benefits Unit-based payments Post-employment benefit costs 32. EMPLOYEE BENEFITS Plan characteristics Trustees Key Executives 2017 2016 2017 261 $ 301 $ 5,226 $ 1,537 — 2,253 — 2,214 36 2016 5,756 5,341 57 1,798 $ 2,554 $ 7,476 $ 11,154 $ $ 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, 2017, RioCan's contributions to the defined contribution plan was $1.0 million (December 31, 2016 - $1.0 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. 143 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 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, 2017 is $3.4 million (December 31, 2016 - $2.8 million). The recognized pension obligation (net of plan assets) as at December 31, 2017 is $14.2 million (December 31, 2016 - $12.8 million). Pension costs, net of recoveries, of $0.4 million were recorded in net income for the year ended December 31, 2017 (pension costs for the year ended December 31, 2016 - $0.5 million). The discount rate used was 3.4% (December 31, 2016 - 3.8%), the compensation growth rate was 4.0% (December 31, 2016 - 4.0%) and the expected long-term rate of return on assets was 3.4% (December 31, 2016 - 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. 33. 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. 34. CONTINGENCIES AND OTHER COMMITMENTS Third-party guarantees 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. As at December 31, 2017, the maximum exposure to credit loss as a result of debt guaranteed by RioCan is $385.0 million, which expires between 2018 and 2034, which includes guarantees of $348.9 million on behalf of co-owners (December 31, 2016 - $340.9 million). $36.1 million of debt guaranteed by RioCan relates to the assumption of mortgages on property dispositions (December 31, 2016 - $86.8 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 the Consolidated Financial Statements. Letters of credit The Trust has aggregate letter of credit facilities with certain Schedule I banks totalling $79.0 million (December 31, 2016 - $80.5 million). As at December 31, 2017, the Trust’s outstanding letters of credit under these facilities was $37.2 million (December 31, 2016 - $28.9 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, 2017 Land Leases Operating Leases Total Commitments 898 $ 3,214 6,554 322 $ 723 4 1,220 3,937 6,558 10,666 $ 1,049 $ 11,715 $ $ As at December 31, 2017, RioCan has approximately $150.0 million of remaining unfunded investment commitments related to the RioCan-HBC JV (December 31, 2016 - $157.0 million). The remaining contribution commitments will be completed by the third anniversary of the effective date of November 25, 2015. 144 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 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, 2017 and 2016 WhiteCastle New Urban Funds (WNUF) As at December 31, 2017, the Trust has total unfunded investment commitments of $83.9 million relating to WNUF 1, WNUF 2, WNUF 3 and WNUF 4 (December 31, 2016 - $53.0 million). Amounts to be funded are callable by the general partner at any point prior to the expiration of the investment period, which is February 28, 2018 for WNUF 1 and WNUF 2; May 1, 2020 for WNUF 3; and September 15, 2027 for WNUF 4. 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. 35. EVENTS AFTER THE BALANCE SHEET DATE Debenture Issuance On January 31, 2018, the Trust issued $300 million of Series AA senior unsecured debentures, which mature on September 29, 2023 and carry a coupon rate of 3.209%. The interest on these debentures is payable semi-annually commencing September 29, 2018. The debentures were sold at a price of $999.95 per $1,000 principal amount with an effective yield of 3.209% if held to maturity. The Series AA debentures can be redeemed in whole or in part at par on or after August 29, 2023 prior to maturity. Acquisitions and Dispositions On January 9, 2018, the Trust acquired an income property in Whitby, Ontario for a purchase price of $31.1 million at a capitalization rate of 6.16% with no assumption of debt. On January 12, 2018, the Trust acquired the remaining one third interest in an existing income property in Ontario for a purchase price of $18.5 million at a capitalization rate of 5.65% and assumed a mortgage with a fair value of $9.4 million. On January 18 and 23, 2018, the Trust acquired three properties in Toronto for its Yorkville development project for a total purchase price, including transaction costs, of $31.1 million with no assumption of debt. On January 9, 2018, RioCan entered into a firm agreement to sell two income properties at a sale price of $85.0 million at a weighted average capitalization rate of 5.45%, based on in-place net operating income, subject to customary closing conditions. On the expected closing date, the buyer will assume the mortgage payable of $32.7 million and RioCan will provide a vendor take-back mortgage of $7.5 million. Subsequent to December 31, 2017, RioCan entered into a firm agreement to sell four income properties at a sale price of $216.9 million at a weighted average capitalization rate of 6.06%, subject to customary closing conditions. Mortgages payable of $67.5 million will be repaid upon expected deal closing in April 2018. 145 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2017 PAGE INTENTIONALLY BLANK AUDITORS Ernst & Young LLP TRANSFER AGENT AND REGISTRAR AST Trust Company (Canada)  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 ANNUAL MEETING The 2018 Annual Meeting of RioCan REIT will be held on May 29, 2018 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. 3,4 Bonnie R. Brooks, C.M.  Chair, Liquor Control Board of Ontario 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 Siim Vaneselja    Chair of the Audit Committee,  RioCan Real Estate Investment Trust 1 member of the Audit Committee 2 member of the Human Resources & Compensation Committee 3 member of the Nominating & Governance Committee 4 member of the Investment Committee UNITHOLDER INFORMATION Head Office  RioCan Real Estate Investment Trust  RioCan Yonge Eglinton Centre,  2300 Yonge Street, Suite 500  P.O. Box 2386, Toronto, Ontario M4P 1E4  Tel: (416) 866-3033 or 1 (800) 465-2733  Fax: (416) 866-3020  Website: www.riocan.com  Email: inquiries@riocan.com UNITHOLDER AND INVESTOR CONTACT Christian Green  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 and Chief Operating Officer Qi Tang  Senior Vice President and CFO Jeff Ross  Senior Vice President, Leasing & Tenant Coordination Danny Kissoon  Senior Vice President, Operations Andrew Duncan  Senior Vice President, Developments John Ballantyne  Senior Vice President, Asset Management Jennifer Suess  Senior Vice President, General Counsel and  Corporate Secretary Jonathan Gitlin  Senior Vice President, Investments & Residential Terri Andrianopoulos  Vice President, Marketing & Communications Moshe Batalion  Vice President, Leasing – Ontario Stuart Baum  Vice President, Human Resources Stuart Craig  Vice President, Planning & Development Roberto DeBarros  Vice President, Construction Anuska Grant  Vice President, Sustainability & Asset Efficiency Oliver Harrison  Vice President, Asset Management Frank Keller  Vice President, Leasing Kevin Miller  Regional Vice President,  Operations – Western Canada Pradeepa Nadarajah  Vice President, Property Accounting Paran Namasivayam  Vice President, Recovery Accounting Stephen Roberts  Vice President, Analytics Tim Roos  Vice President, Operations Franca Smith  Vice President, Finance Jonathan Sonshine  Vice President, Asset Management Jeffrey Stephenson  Vice President, Operations Naftali Sturm  Vice President, Real Estate Finance Kimberly Valliere  Vice President, Development Construction Renato Vanin  Vice President, Information Technology Jason Wong  Vice President, Corporate Tax                       RIOCAN YONGE EGLINTON CENTRE 2300 Yonge Street  Suite 500  P.O. Box 2386  Toronto, Ontario  M4P IE4 T  TF  F  W 416 866 3033  1 800 465 2733  416 866 3020  www.riocan.com 

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