Ring Energy
Annual Report 2018

Plain-text annual report

A N N UA L R E P O R T 2 0 1 8 BUILDING ON EXPERIENCE, SHAPING THE FUTURE CORPORATE PROFILE RioCan is one of Canada’s largest real estate investment trusts with a total enterprise value of approximately $13.2 billion as at December 31, 2018. RioCan owns, manages and develops retail-focused, increasingly mixed-use properties located in prime, high-density transit-oriented areas where Canadians want to shop, live and work. Our portfolio is comprised of 233 properties, including 16 development properties, with an aggregate net leasable area of approximately 38.7 million square feet. To learn more about how we deliver real vision on solid ground, visit www.riocan.com. TABLE OF CONTENTS IFC Contents & Profile Strategic Canadian Major Market Positioning 1 CEO’s Letter to Unitholders 2 Yonge Eglinton Centre 6 eCentral 7 Frontier 8 9 Silver City Gloucester 10 Bathurst College Centre 12 RioCan Colossus Centre 13 Property Portfolio 22 Management’s Discussion and Analysis 98 Audited Annual Consolidated Financial Statements IBC Corporate Information S t r a t e g i c C a n a d i a n M a j o r M a r k e t P o s i t i o n i n g VANCOUVER 7 ASSETS 1.8M SF EDMONTON 12 ASSETS 1.7M SF CALGARY 14 ASSETS 3.2M SF MONTREAL 20 ASSETS 3.0M SF OTTAWA 35 ASSETS 4.8M SF TORONTO 83 ASSETS2 15.3M SF K e y M e t r i c s i n C a n a d a ’ s S i x M a j o r M a r k e t s 3 171 ASSETS 1 29.8M SF 85.4% OF ANNUALIZED REVENUE 2.6% SPNOI GROWTH 11M+ SF ZONED FOR DEVELOPMENT 97.7% COMMITTED OCCUPANCY 1. Excludes 16 active properties under development with 2.2M sf at RioCan’s interest 2. Excludes 12 active properties under development with 1.7M sf at RioCan’s interest 3. As of December 31, 2018 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 1 EDWARD SONSHINE, O.ONT., Q.C. CHIEF EXECUTIVE OFFICER Dear Unitholders, 2018 was an extraordinary year for RioCan as we celebrated our 25th Anniversary and continued to execute on our strategic transformation. The quality of our portfolio and income has never been stronger than it is now. We expect that prior to the end of 2019 we will reach two of our key strategic targets: specifically, deriving 90% of our revenue from Canada’s six major markets (Toronto, Ottawa, Montreal, Vancouver, Edmonton, and Calgary), and 50% of our total revenue from the Greater Toronto Area (GTA), the largest, most prosperous and fastest growing area in this country. To continue delivering long-term unitholder value, we remain focused on implementing a strategy underpinned by four critical pillars: • Strengthening our leading major market portfolio by concentrating on properties within fast-growing, highly populated and high-income areas; • Driving organic growth by evolving our tenant mix to stay ahead of changing consumer trends and delivering operating efficiencies and ancillary revenue; • Unlocking intrinsic value by bringing our major market assets to their highest and best use by intensifying transit-oriented properties with mixed-use residential developments, generating new sources of cash-flow and Net Asset Value (NAV) growth; and • Managing risks effectively through diversification, an experienced leadership team, and the strongest balance sheet in our sector. As we celebrate our 25th Anniversary, we can look back on a successful and dynamic history, which has driven RioCan to adapt and thrive in an ever-evolving environment by building upon our competitive advantages of leadership team experience, leading major market portfolio, robust development pipeline and a strong balance sheet. I would like to take you briefly through this journey to illustrate how RioCan’s past is shaping our future. 2 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 RioCan’s History 1993-1999 – Growth through Acquisition, Scale and Flexibility We founded RioCan Real Estate Investment Trust (REIT) in 1993 in the wake of one of the worst real estate recessions of our time. Our intent was to create and build a REIT that would stand the test of time through fluctuating economic cycles and evolving market landscapes. From the outset, we built a leadership team with strong skill sets in investments, leasing, and asset management with the aim of delivering long-term tenant satisfaction and unitholder value. In 1994, RioCan listed on the Toronto Stock Exchange and raised crucial capital to fuel a strategic combination of growth from acquisitions, operational scale and financial flexibility, enabling us to focus exclusively on the retail sector. From 1997, we identified and capitalized on the inherent value in retail “Power Centres”. We strategically acquired signature properties such as Gloucester Silver City in Ottawa, Ontario (which later became the site of one of our first residential rental developments) and Colossus Centre in Vaughan, Ontario (a 60 acre site, rich in intensification opportunities due to its proximity to the recently opened Vaughan Metropolitan Subway Station). By the end of 1999, we had acquired RealFund, another of the first three Canadian REITs, which added 5 million square feet of space, nearly doubling our total portfolio size. This decision enabled us to establish RioCan as Canada’s largest REIT and Power Centre owner with a distinctive foothold in major markets, ultimately positioning the Trust for the future and creating a baseline for what eventually became a robust development pipeline. 2000-2004 – Expanding and Adding Value As we moved into the new millennium, we undertook our first exclusive partnership with Kimco Realty, and expedited our growth through the joint acquisition of a portfolio with a fair value of approximately $2 billion that would strengthen our balance sheet and simultaneously mitigate risk. The Canadian suburbs expanded and RioCan shifted gears, strategically adapting to the evolving population demographics and retail trends. We diversified our portfolio with developments that enabled us to build assets from the ground up, which offered retailers greater customization and drove overall cost efficiencies. To execute this strategy, we continued to acquire in partnership with Kimco, focusing on purchasing sought- after land where retailers wanted to be, and then building developments to specification. In some cases, we opportunistically bought troubled assets, turned them around and sold them at a substantial profit. In parallel, the leadership team developed additional institutional partnerships to mitigate risk and grow. By 2004, our leadership team had expanded to include in-house development and project management capabilities. 2005-2017 – Strengthening our Major Market Focus, Tenant Mix and Balance Sheet A foundation of disciplined capital allocation and astute strategic execution fortified RioCan to weather the upcoming global financial crisis and thrive on the valuable opportunities it would unearth. From 2005, having long-benefitted from its robust and sustainable characteristics, RioCan applied an even greater focus to Canada’s major markets by strategically pruning our portfolio and decreasing our exposure in secondary markets. We also invested in mixed-use, transit-oriented properties such as the iconic Yonge Eglinton Centre and Yonge Sheppard Centre in Toronto. In addition, we began to aggressively pursue mixed-use zoning for our existing portfolio in order to unlock its intrinsic value, giving us a ten- year head start over our peers and translating to a significant present day competitive advantage. Rent Breakdown 2018 Entertainment & Hobby nment & Hobb 3% MMovie Theatres 5% Department Stores & Apparparel 9% 8% since 2007 Grocery 27% Personal Services 21% 3% since 2007 5% since 2007 Furniture & Home 10% Specialty Retailers 11% Value Retailers 14% 73% OF RENT FROM NECESSITY-BASED AND SERVICE ORIENTED TENANTS RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 3 Our Management Team Andrew Duncan Senior Vice President, Developments John Ballantyne Senior Vice President, Asset Management Oliver Harrison Vice President, National Operations Jonathan Gitlin President & Chief Operating Officer Qi Tang Senior Vice President & Chief Financial Officer Jennifer Suess Senior Vice President, General Counsel & Corporate Secretary Edward Sonshine, O. Ont, Q.C. Chief Executive Officer Jeff Ross Senior Vice President, Leasing & Tenant Coordination Total Return to Unitholders Assuming Distributions are Re-Invested $1,043 $635 $359 $331 $172 $168 $825 $440 $295 $269 $166 $137 $1,000 $800 $600 $400 $200 $0 $100 $100 $100 FFO per Unit g r o w t h r a t e : 3 . 6 % C o m p o u n d a n n u a l . 1 9 0 $ 2 3 1 $ . 8 4 1 $ . 6 5 1 $ . 5 8 1 $ . $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 1998 2003 2008 2013 2018 1998 2003 2008 2013 2018 RioCan S&P/TSX Capped REIT Index S&P/TSX Composite Index 4 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 South of the border, by 2009, the 2007-2008 financial crisis had driven the U.S. into a recession resulting in a wealth of available, undervalued assets. The Leadership Team made the strategic decision to enter the U.S., eventually purchasing 49 retail properties across the Northeastern States and Texas, prior to divesting all the U.S. assets for $2 billion at a high point in the market in May 2016 and realizing a substantial gain on the original investment. This strategic divestment enabled RioCan to further strengthen our balance sheet and at the same time focus exclusively on our Canadian assets and development pipeline, which included buying out Kimco’s interest in our Canadian major market assets by the end of 2016. 2018 and beyond – Building on our Strength and Vision to Position RioCan to Thrive RioCan is stronger than it has ever been, having developed and built our competitive strengths through 25 years of combined leadership experience, vision and discipline. A best-in-class balance sheet enables RioCan to access a lower cost of debt compared to peers. Strong operation, divestiture and development execution has enabled us to accelerate our Canadian major market strategy with the aim of reaching the target of 90% of our rental revenue from the six major markets by the end of 2019. Our development and intensification projects are progressing well. Bathurst College Centre and King Portland Centre in Toronto reached substantial completion in 2018, and both are fully leased with high profile tenants. Pre-leasing of the office portion of The Well, our highly anticipated mixed-use property in the heart of downtown Toronto, has surpassed 70%, and retail leasing will commence in 2019. RioCan has 2,100 residential units currently under construction in Toronto, Ottawa and Calgary and an additional 2,200 residential units will be underway by 2021. Rental residential leasing of eCentral (Toronto) and Frontier (Ottawa) commenced in late 2018, and is progressing well. Our current 26.2 million square feet of development pipeline provides substantial value-add opportunities with approximately 43% of the pipeline having already received zoning approval, which is particularly valuable as changes in Ontario’s zoning approval process has led to longer wait times and more uncertainty. 25 years of experience, continuous strengthening of our major market portfolio and our strong balance sheet enables us to continue to drive organic growth, unlock the value inherent in this development pipeline and drive cash flow and unitholder value growth. As we look forward with great excitement to where the next 25 years will take us, RioCan is financially strong, strategically structured and well positioned to consistently deliver long-term growth and unitholder returns. Thank you for your continued support and confidence in RioCan. Edward Sonshine O.Ont., Q.C. Chief Executive Officer RioCan Real Estate Investment Trust DEVELOPMENT PIPELINE 26.2M SF development pipeline 11.2M SF with zoning approved 100% located in Canada’s six major markets 2,100 residential units under construction with an additional 2,200 residential units underway by 2021 DEVELOPMENT RECENTLY OR NEARLY COMPLETED Total project costs: $574M Estimated development yield: 5.7% Estimated value creation: $231M RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 5 TR ANSF ORMING THE I NTERSE CTIO N Acquired in 2007, and subsequently renovated and strategically remerchandised with a tenant mix curated to meet the needs of the community, Yonge Eglinton Centre demonstrates RioCan’s ability to drive organic growth and unlock intrinsic value within Canada’s major markets. Demand in the iconic location has driven a per square foot rent increase of nearly 60% for office space and 55% for retail since 2007. Yonge Eglinton Centre has delivered approximately $306M in value creation (a 92% increase) since acquisition. Yonge Eglinton Centre Located at the intersection of the Yonge subway line and the future Eglinton Crosstown LRT, Yonge Eglinton Centre is one of midtown Toronto’s busiest shopping centres. With more than four million visitors annually, the mixed-use centre is an integral part of the thriving, growing community. 6 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 E g l W i n t o n A v e . E g l Y o n g e S t . L i n e 1 Y o n g e / U n i v e r s i t y S u b w a y i n t o n C r o s s t o w n L R T E g l i n t o n S u b w a y i o n S t a t e2 Condos e8 Condos & ePlace Retail E i n t o n A v e . E g l EGLINTON STATION N  O F YO N G E A N D E G L I N TO N eCentral eCentral is a prototypical RioCan LivingTM development with an emphasis on design, quality, professional management, retail integration and access to transit. eCentral is a 36-storey, 466 unit rental residential building, adjacent to eCondo, a newly completed 58-storey, 623 unit, fully sold- out condominium tower. Located next to three storeys of retail in ePlace and across the street from Yonge Eglinton Centre, the newly built eCentral is perfectly situated with direct underground access to the Yonge/University subway line and the future Eglinton Crosstown LRT. Residential rental leasing commenced at eCentral late in 2018 and is progressing well, demonstrating the effectiveness of RioCan’s leadership and development capability. RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 7  U NLO CKING INTRI NSIC VALUE Frontier Frontier is a newly constructed, 23-storey, 228-unit rental residential building located in Gloucester, Ottawa. Frontier is a 50% joint venture with Killam Apartment REIT. With zoning approved for up to 840 units on the site, Frontier is the first residence in a planned four- phase community. Residential rental leasing commenced at the development late in 2018 and is progressing well. 8 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 Frontier is adjacent to the new Confederation LRT line at the Blair station in Ottawa and represents RioCan’s development expertise and skill in unlocking the intrinsic value of its portfolio. The land was transitioned from 77,000 square feet of struggling fashion retail to a desirable rental residential development.  IN TH E OTTAWA MARKET S H O P P I N G, L I V I N G A N D WO R K I N G SILVER CITY GLOUCESTER FRONTIER, PHASE 1 SILVER CITY GLOUCESTER Silver City Gloucester Frontier is located on a 7.1 acre portion of RioCan’s Silver City Gloucester shopping centre property. Retail integration is central to all RioCan LivingTM projects and the shopping centre will provide Frontier residents with convenient access to a compelling and diverse tenant mix including retail and services such as Cineplex theatre, Chapters, GoodLife Fitness and restaurants. The newly constructed Confederation LRT transit line, combined with the residents of the four-phase Frontier community, will provide additional foot traffic to the Silver City shopping centre. This increase in population density will serve to drive long-term FFO growth for the property. RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 9  DELIVERING MIXED-USE Bathurst College Centre Bathurst College Centre is a newly completed, four- storey, commercial mixed- use development located on Bathurst Street between Dundas and College in Toronto. RioCan purchased the land in 2011 and worked closely with the city and community to ensure Bathurst College Centre 10 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 is an integral contributor to the area in which it operates. The property is virtually fully leased to high-profile retail tenants led by FreshCo. (Sobeys), Winners and Scotiabank. The nearly 70,000 square feet of office space is leased to University Health Network and Uber Advanced Technologies Group’s research and development lab. DEVELOPMENT IN TORONTO Bathurst College Centre RioCan’s ability to deliver and fully lease this development to high-calibre retail and office tenants reflects the sophistication and expertise of our Development and Leasing teams, the value of this urban mixed-use property, and the quality of our development pipeline and overall portfolio. RioCan is confident the property will deliver returns in the upper end of the targeted range we require for all our developments. Bathurst College Centre is a perfect example of RioCan’s major market strategy coming to life with the delivery of mixed- use development that will drive unitholder value and serve the needs of the community long into the future. RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 11 INCREDIBLE INTRINSIC VALUE IN THE GTA VAUGHAN METROPLITAN SUBWAY RioCan COLOSSUS RIOCAN COLOSSUS CENTRE Colossus Centre At the crossroads of Hwy 400/ Hwy 407/Hwy 7 and Weston Road in Vaughan, Ontario, and with the newly constructed TTC subway stop (Vaughan Metropolitan Station) minutes away, Colossus Centre is located in one of the fastest growing areas in the region. The tenant mix has been adapted to shifting population and retail trends. Powerful draws include Cineplex Colossus, and leading retailers such as Costco, HomeSense, buy buy Baby, PetSmart and a compelling range of national restaurants. Purchased in 1998, the approximately 60-acre site has 98% occupancy and consistently delivers strong Same Property Net Operating Income (SPNOI) growth. Its prime location and proximity to transit makes Colossus Centre an excellent example of the intrinsic value inherent in RioCan’s portfolio, which can be strategically unlocked with mixed-use development. 12 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 PROPERTY PORTFOLIO CANADA ALBERTA As at December 31, 2018 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.)1 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 11,943 292,455 292,455 Bed Bath & Beyond, Buy Buy Baby, London Drugs, Safeway, Ashley Home Furniture East Hills, Calgary, AB 40% 156,075 550,187 Walmart, Cineplex, Sport Chek, Bed Bath & 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 40% 50% 100% 100% 100% 100% 100% 50% 40% 127,518 370,406 Walmart, Golf Town, Totem Building Supplies* Beyond, Michaels, Marshalls, Costco* 73,030 146,060 Safeway 91,063 146,063 London Drugs, Safeway* 76,651 76,651 Fit For Less 284,731 284,731 Walmart, Shoppers Drug Mart 213,100 213,100 Lowe’s, GoodLife Fitness, Golf Town 50,669 207,487 184,361 50,669 Shoppers Drug Mart 414,973 Winners, Save-On-Foods, JYSK, Value Village 457,019 Safeway (Co-op), Canadian Tire, GoodLife Fitness, Shoppers Drug Mart North Edmonton Cineplex Centre Edmonton, AB Northgate Village Shopping Centre Calgary, AB 100% 75,836 75,836 Cineplex 100% 268,914 396,004 Safeway, Gold's Gym, JYSK, Staples, Home Depot* RioCan Beacon Hill, Calgary, AB 100% 527,815 787,189 Canadian Tire, Winners, The Brick, Best Buy, GoodLife Fitness, Sport Chek, PetSmart, Michaels, Mark’s Work Wearhouse, Home Depot*, Costco* RioCan Centre Grande Prairie Grande Prairie, AB 100% 279,984 379,984 Rona, Cineplex Odeon, London Drugs, Staples, Michaels, JYSK, Walmart* RioCan Meadows, Edmonton, AB 100% 323,884 423,884 Home Depot, Staples, Winners, Best Buy, PetSmart, Loblaws* RioCan Shawnessy, Calgary, AB 100% 470,460 841,105 Lowe’s, Sport Chek, Winners, Staples, Michaels, Best Buy, Home Depot*, Walmart*, Co-op*, Canadian Tire* RioCan Signal Hill Centre, Calgary, AB 100% 477,125 592,125 Lowe’s, Winners, Indigo, Michaels, Staples, Riverbend Square Shopping Centre Edmonton, AB 100% 138,654 138,654 Safeway Loblaws* Sage Hill, Calgary, AB 50% 188,019 376,037 Walmart, Loblaws City Market, London Drugs , Liquor Depot 13 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 PROPERTY PORTFOLIO As at December 31, 2018 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.)1 Major or Anchor Tenants Southbank Centre, Calgary, AB 75% 108,910 421,227 Winners, GoodLife Fitness, 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* 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% 83,990 83,990 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 Grandview Corners, Surrey, BC Impact Plaza, Surrey, BC Parkwood Place, Prince George, BC 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 529,289 614,289 Walmart, Best Buy, Indigo, The Brick, 134,584 134,584 T&T Supermarket Home Depot* 370,250 370,250 Save-On–Foods, Hudson’s Bay, London Drugs, Cineplex, Staples RioCan Langley Centre, Langley, BC 100% 380,088 380,088 Leon’s, Winners, HomeSense, Chapters, Michaels, Marshalls, PetSmart, Mark’s Work Wearhouse Strawberry Hill Shopping Centre, Surrey, BC 100% 337,846 337,846 Home Depot, Cineplex, Winners, PetSmart, Tillicum Centre, Victoria, BC 100% 475,821 Sport Chek 475,821 Lowe’s, Cineplex, London Drugs, Winners, Save-On–Foods, Home Outfitters MANITOBA Garden City, Winnipeg, MB 30% 113,923 379,743 Canadian Tire, Winners, Seafood City, Michaels, 100% 179,027 179,027 Safeway, PetSmart GoodLife Fitness Kildonan Crossing Shopping Centre Winnipeg, MB NEW BRUNSWICK Corbett Centre, Fredericton, NB 100% 237,287 457,287 Winners, Michaels, Bed Bath & Beyond, Princess Auto, Home Depot*, Costco* RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 14 PROPERTY PORTFOLIO NEWFOUNDLAND As at December 31, 2018 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.)1 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% 181,635 181,635 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 491 College Street, Toronto, ON 555-563 College Street, Toronto, ON 642 King Street West, Toronto, ON 649 Queen Street West, Toronto, ON 6666 Lundy’s Lane, Niagara Falls, ON Ajax Marketplace, Ajax, ON Albion Centre, Etobicoke, ON Bathurst College Centre, Toronto, ON Belleville Stream Centre, Belleville, ON BMO-1293 Bloor Street West, Toronto, ON 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 50% 50% 100% 100% 100% 100% 100% 100% 100% BMO-145 Woodbridge Avenue, Vaughan, ON 100% BMO-1556 Bank Street, Ottawa, ON BMO-519 Brant Street, Burlington, ON BMO-945 Smyth Road, Ottawa, ON Burlington Centre , Burlington, ON 100% 100% 100% 50% 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, National Gym Clothing, Shoppers Drug Mart 12,231 26,960 12,312 14,200 8,434 70,724 24,461 53,920 24,624 14,200 CB2 8,434 70,724 Metro, Pharma Plus 376,279 376,279 Canadian Tire, No Frills 9,092 9,092 Freshco, Winners, UHN, Uber 89,237 89,237 Stream International 5,683 4,973 4,835 5,190 8,532 300,416 5,683 4,973 4,835 5,190 8,532 713,984 Canadian Tire, Winners, HomeSense, Indigo, Denninger’s, Sport Chek, GoodLife Fitness, The Bay* Cambrian Mall, Sault Ste. Marie, ON 100% 134,807 316,638 Winners, Shoppers Drug Mart, Canadian Tire*, Loblaws* Chapman Mills Marketplace, Ottawa, ON 100% 451,673 566,673 Walmart, Winners, Staples, Indigo, Galaxy Cinemas (Cineplex), Loblaws* 15 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 PROPERTY PORTFOLIO As at December 31, 2018 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.)1 Major or Anchor Tenants Cherry Hill Centre, Fergus, ON Clarkson Crossing, Mississauga, ON Clarkson Village Shopping Centre Mississauga, ON Colborne Place, Brantford, ON Coliseum Ottawa, Ottawa, 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% 50% 100% 100% 100% Fallingbrook Shopping Centre, Orleans, ON 100% 73,886 73,886 Zehrs 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 70,100 97,885 70,100 Staples 97,885 Staples, Bad Boy, Starsky Foods 175,427 175,427 Yummy Market 81,487 162,974 No Frills 146,699 146,699 Loblaws, Pharma Plus 179,439 237,439 Cineplex, Best Buy, Loblaws* 8,322 97,145 8,322 97,145 Metro, Shoppers Drug Mart Five Points Shopping Centre, Oshawa, ON Frontenac Mall, Kingston, ON Galaxy Centre, Owen Sound, ON Garrard & Taunton, Whitby, ON Glendale Marketplace, Pickering, ON Goderich Walmart Centre, Goderich, ON Grant Crossing, Ottawa, ON 100% 30% 100% 100% 100% 100% 100% 190,286 190,286 A&P, LA Fitness, JYSK, Value Village 84,064 280,214 Food Basics, Value Village, Boys and Girls Club of Kingston 91,563 91,563 No Frills, Galaxy Cinemas (Cineplex) 146,835 146,835 Lowe's 53,963 94,283 237,405 53,963 Loblaws, Pharma Plus 202,859 Walmart, Canadian Tire*, Zehrs* 365,345 Winners, HomeSense, Michaels, Bed Bath & Beyond, Value Village, JYSK, Lowe’s* Green Lane Centre, Newmarket, ON 100% 160,225 417,668 Bed Bath & Beyond, Michaels, PetSmart, Halton Hills Shopping Plaza Georgetown, ON Hamilton Highbury Plaza, London, ON Hamilton Walmart Centre, Hamilton, 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 (Lowe’s), 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 100% 73,030 73,030 Food Basics Costco*, Loblaws* 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 5,269 5,269 325,426 123,572 139,939 70,981 67,186 425,426 Walmart, Winners, Staples, Canadian Tire* 123,572 Metro 139,939 Metro, GoodLife Fitness, PetSmart 70,981 LA Fitness (dark) 67,186 Metro 143,815 143,815 Lowe’s 87,969 47,512 87,969 Talize, Shoppers Drug Mart 167,512 PetSmart, Costco* 286,348 386,348 Walmart, Chapters, Loblaws 158,688 195,767 158,688 FreshCo., Value Village, Shoppers Drug Mart 472,534 Metro, The Brick, LA Fitness, Chapters, Michaels, Ashley Furniture 16 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 PROPERTY PORTFOLIO As at December 31, 2018 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.)1 Major or Anchor Tenants Keswick Walmart, Keswick, ON King & Portland, Toronto, ON 75% 50% 120,363 160,484 Walmart 27,364 54,728 Lawrence Square, Toronto, ON 100% 663,345 663,345 Fortino’s, Canadian Tire, Marshalls, HomeSense, PetSmart, Hudson’s Bay Company (office) Lincoln Fields Shopping Centre, Ottawa, ON 100% 129,434 129,434 Metro 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 Niagara Falls Plaza, Niagara Falls, ON Niagara Square, Niagara Falls, ON Pine Plaza, Sault Ste. Marie, ON Queensway Cineplex, Toronto, ON RioCan Centre Barrie, Barrie, ON RioCan Centre Belcourt, Orleans, ON RioCan Centre Burloak, Oakville, ON RioCan Centre Kingston, Kingston, ON RioCan Centre Merivale, Nepean, ON RioCan Centre Milton, Milton, ON 100% 100% 100% 75% 50% 100% 100% 30% 100% 50% 100% 100% 100% 100% 100% 100% 173,029 173,029 Metro, GoodLife Fitness, City of Toronto 111,762 145,605 111,762 Sobeys, GoodLife Fitness 589,209 Best Buy, Sport Chek, Michaels, PetSmart, Costco*, Home Depot*, Sobeys*, Staples* 59,136 78,848 Food Basics, Shoppers Drug Mart 151,994 356,219 A&P, Movati Athletic, Value Village, Canadian Tire* 175,672 175,672 FreshCo., Talize, LA Fitness 79,562 68,098 42,455 61,488 79,562 LA Fitness, Lee Valley Tools 226,993 Cineplex, Winners, Michaels, JYSK, World Gym, The Brick 42,455 Food Basics 122,976 Cineplex 244,589 244,589 Loblaws, Lowe’s, Mountain Equipment Co-op 260,615 402,989 Food Basics, Movati Athletic, Landmark Cinemas, Toys R Us, Lowe’s* 454,623 552,623 Cineplex, Home Outfitters, Longo's, Home Depot* 635,037 756,082 Cineplex, Staples, Winners, HomeSense, Michaels, Best Buy, The Brick, Home Outfitters, Bed Bath & Beyond, Old Navy, Home Depot* 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 100% 100% 262,336 262,336 Walmart Costco*, Home Depot* 239,420 349,420 Cineplex, Giant Tiger, The Brick, PetSmart, Staples, Costco* RioCan Colossus Centre, Vaughan, ON 100% 570,574 700,574 Cineplex, Marshalls, Bed Bath & Beyond, RioCan Durham Centre, Ajax, ON 100% 891,888 HomeSense, Buy Buy Baby, Staples, Golf Town, Costco* 1,272,888 Walmart, Canadian Tire, Cineplex, Marshalls, Winners, HomeSense, Sport Chek, Chapters, Michaels, Value Village, DSW, Home Depot*, Loblaws*, Costco* RioCan Elgin Mills Crossing Richmond Hill, ON 100% 320,325 441,325 Costco, Michaels, PetSmart, Staples, Home Depot* 17 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 PROPERTY PORTFOLIO As at December 31, 2018 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.)1 Major or Anchor Tenants RioCan Georgian Mall, Barrie, ON 50% 244,038 604,590 Hudson’s Bay, Sport Chek, HomeSense, H&M, RioCan Grand Park, Mississauga, ON RioCan Gravenhurst, Gravenhurst, ON RioCan Hall, Toronto, 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 F21 Red 100% 100% 100% 100% 67% 100% 50% 100% 100% 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 133,035 133,035 Canadian Tire, PetSmart 114,298 447,429 Winners, Loblaws*, Home Depot* 71,582 170,157 Loblaws, Home Depot* 231,007 462,014 Hudson’s Bay, GoodLife Fitness, Buy Buy Baby, H&M, PetSmart, Sport Chek, Shoppers Drug Mart 182,251 297,251 Metro, JYSK, Staples, Home Depot* 57,791 131,791 Giant Tiger, No Frills* RioCan Scarborough Centre, Scarborough, ON 100% 326,823 326,823 Costco, PetSmart, Staples, LA Fitness, Al’s Premium Food Market RioCan St. Laurent, Ottawa, ON 100% 299,463 299,463 Adonis, Decathlon, Giant Tiger, Winners, Food Basics RioCan Thickson Ridge, Whitby, ON 100% 472,646 602,646 Winners, Ikea, JYSK, Bed Bath & Beyond, RioCan Warden, Scarborough, ON RioCan West Ridge Place, Orillia, ON 100% 100% 230,974 148,761 HomeSense, PetSmart, Best Buy, Michaels, DSW, Golf Town, Buy Buy Baby, Home Depot* 230,974 Lowe’s, Marshalls, Michaels 319,197 Galaxy Cinemas (Cineplex), Sport Chek, Value Village, Home Depot*, Food Basics* RioCan Yonge Eglinton Centre, Toronto, ON 100% 1,058,646 1,058,646 Cineplex, Indigo, Metro, Toys R Us, 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 Winners 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 Metro, Shoppers Drug Mart 140,370 140,370 No Frills, Winners, HomeSense 91,684 91,684 Value Village Sheppard Centre, Toronto, ON 50% 246,715 493,429 Longo’s, LA Fitness, Winners, Shoppers Drug Mart, BMO (office) Sherwood Forest Mall, London, ON 100% 218,758 218,758 Metro, Goodwill, Shoppers Drug Mart, Shoppers City East, Ottawa, ON Shoppers World Brampton, Brampton, ON 82.8% 100% 34,368 692,019 GoodLife Fitness 41,507 Shoppers Drug Mart 692,019 Canadian Tire, Winners, Staples, Oceans, Medix School, JYSK, Bad Boy, Giant Tiger, GoodLife Fitness, Kitchen Stuff Plus Shoppers World Danforth, Toronto, ON Shoppes on Avenue, Toronto, ON Shoppes on Queen West, Toronto, ON Silver City Gloucester, Gloucester, ON 100% 100% 100% 100% 326,303 326,303 Lowe’s, Metro, LA Fitness, Staples 20,884 89,419 20,884 Ambrosia 89,419 Loblaws, Winners 145,468 145,468 Cineplex, Chapters, GoodLife Fitness 18 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 PROPERTY PORTFOLIO As at December 31, 2018 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.)1 Major or Anchor Tenants Silver City Gloucester II (Frontier) Gloucester, ON South Cambridge Shopping Centre Cambridge, ON South Hamilton Square, Hamilton, ON Southgate Shopping Centre, Ottawa, ON Spring Farm Marketplace, Vaughan, ON Stratford Centre, Stratford, ON Sunnybrook Plaza, Toronto, ON Tanger Outlets Cookstown, Cookstown, ON 50% 2,570 5,140 100% 189,739 189,739 Zehrs, Home Hardware 100% 100% 100% 100% 50% 50% 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 Food Basics, Michaels, World Gym, Value Village 21,560 43,120 Pharma Plus 155,181 310,362 H&M, Under Armour, Coach, Tommy Hilfiger, Nike, Polo Tanger Outlets Ottawa, Ottawa, ON 50% 170,269 The Stockyards, Toronto, ON 50% 254,920 The Shops of Summerhill, Toronto, ON Timiskaming Square, New Liskeard, ON Timmins Square, Timmins, ON Trafalgar Ridge Shopping Centre Oakville, ON 75% 50% 30% 100% 23,115 47,697 117,140 131,250 340,537 Polo, Old Navy, Nike, Saks Fifth Avenue, Under Armour, Coach, Marshalls 509,839 Nations, Winners, Best Buy, Sport Chek, HomeSense, Michaels, PetSmart 30,820 95,394 Food Basics 390,468 No Frills, Winners, Sport Chek, Urban Planet 131,250 HomeSense, GoodLife Fitness Trinity Common Brampton, Brampton, ON 100% 615,090 830,090 Cineplex, Metro, Winners, Marshalls, HomeSense, Staples, Sport Chek, Michaels, DSW, Canadian Tire*, Home Depot* 371,465 Winners, Michaels, Value Village, Loblaws* 185,792 Canadian Tire, Shoppers Drug Mart 76,698 FreshCo. 191,465 185,792 76,698 127,270 127,270 Metro, Best Buy, HomeSense 69,844 39,768 69,844 FreshCo. 39,768 165,660 165,660 Shoppers Drug Mart 148,766 145,401 6,862 8,352 148,766 Lone Thai Supermarket 145,401 Food Basics, Bad Boy 13,723 16,703 Trinity Crossing, Ottawa, ON University Plaza, Dundas, ON Victoria Crossing, Scarborough, ON Viewmount Centre, Ottawa, ON Walker Place, Burlington, ON Walker Towne Centre, Windsor, ON Westgate Shopping Centre, Ottawa, 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% 50% 50% PRINCE EDWARD ISLAND Charlottetown Mall, Charlottetown, PEI 100% 355,091 355,091 Cineplex, Loblaws, Sport Chek, Winners, West Royalty Fitness, Urban Planet, H&M 19 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 PROPERTY PORTFOLIO QUEBEC As at December 31, 2018 Ownership RioCan’s Interest Interests Total Site Property and Location (%) NLA (sq. ft.) NLA (sq. ft.)1 Major or Anchor Tenants 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 Pierrefonds Pierrefonds, 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 Galeries Laurentides, St. Antoine, PQ Galeries Mille-Iles, Rosemere, PQ Les Factories Tanger Bromont Bromont, PQ Les Factories Tanger St. Sauveur Prevost, PQ Les Galeries Lachine, Montreal, PQ Mega Centre Notre Dame / Desserte Ouest Sainte Dorothée, 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 Silver City Hull, Hull, PQ Vaudreuil Shopping Centre Vaudreuil-Dorion, PQ 100% 100% 2,259 2,584 2,259 2,584 100% 5,015 5,015 100% 100% 50% 50% 100% 100% 100% 50% 100% 100% 100% 50% 208,185 129,472 31,649 37,513 319,445 106,329 104,280 30,389 248,963 131,853 252,450 208,185 Super C, L’Aubainerie 129,472 Super C, Dollarama 63,298 IGA 75,025 IGA 319,445 Cineplex, Winners 106,329 IGA 104,280 IGA 60,778 IGA 248,963 Provigo, Giant Tiger, World Gym 131,853 Hydro Quebec 252,450 Maxi, World Gym, Leon’s, Staples 81,187 162,373 Atmosphere, Reebok 50% 56,996 113,992 Tommy Hilfiger, Atmosphere 100% 100% 167,383 508,630 167,383 Maxi, Rossy, Shoppers Drug Mart 570,528 Winners, L’Aubainerie, Sky Zone, Sports Experts, Staples, JYSK, Gold’s Gym, Shoppers Drug Mart*, Super C* 100% 100% 100% 100% 50% 100% 100% 112,404 181,178 300,007 352,297 112,404 Adonis 181,178 Maxi, Winners, Rossy 300,007 Walmart, Canadian Tire, Super C 352,297 Maxi, Winners, Staples, Guzzo Cinemas, JYSK, Giant Tiger 35,467 70,934 IGA 372,883 372,883 Walmart, Winners, Michaels 84,590 499,775 Cineplex, Rona*, Walmart*, Maxi*, Super C*, Winners* 100% 117,773 228,273 Staples, Canadian Tire*, Super C* *Non-owned anchor 1 Total site NLA (net leasable area) includes RioCan’s and partner’s ownership interests and estimates for non-owned anchors. 20 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 REAL ESTATE PORTFOLIO KEY FACTS as at December 31, 2018 (all metrics stated at RioCan's interest) Net Leasable Area (NLA) (thousands of sq.ft.): Income Producing Properties (i) Properties Under Development (ii) Total NLA (i) (ii) Retail 34,651 765 35,416 Office Total Commercial Residential Rental (iii) 1,830 709 2,539 36,481 1,474 37,955 — 726 726 Total 36,481 2,200 38,681 Includes NLA which has a rent commencement date on or before December 31, 2018. Includes the NLA only for active projects with detailed costs estimates, but excludes NLA for air rights sales and condominium/townhouse developments (residential inventory). Includes completed Properties Under Development NLA that have a rent commencement date after December 31, 2018. (iii) Residential rental NLA represents RioCan's share of NLA in approximately 2,100 rental units. Occupancy (commercial only) Committed Occupancy In-Place Occupancy Average Net Rent per Occupied Square Foot Six Major Markets and Greater Toronto Area (commercial only) Six Major Markets (i) Committed Occupancy In-Place Occupancy % of total annualized rental revenue % of total NLA Greater Toronto Area (ii) Committed Occupancy In-Place Occupancy % of total annualized rental revenue % of total NLA Retail 97.2% 96.2% 19.26 $ Office Total Commercial 94.4% 93.0% 15.25 $ 97.1% 96.1% 19.07 $ Retail 98.0% 96.9% 79.7% 77.3% 98.3% 97.3% 41.6% 38.0% Office 93.9% 92.2% 5.7% 4.4% 94.4% 92.8% 5.2% 3.9% Total Commercial 97.7% 96.7% 85.4% 81.7% 98.0% 96.9% 46.8% 41.9% The six Canadian major markets include Calgary, AB; Edmonton, AB; Montreal, QC; Ottawa, ON (includes Gatineau region); Greater Toronto Area (GTA), ON; and Vancouver, BC. (i) (ii) GTA extends north to Barrie, ON; west to Hamilton, ON; and east to Oshawa, ON. This definition was extended from Burlington to Hamilton effective January 1, 2018. Geographic Diversification Income producing properties Number of properties NLA at RioCan's Interest (thousands of sq.ft.) Percentage of annualized rental revenue Income producing properties Properties under development (i) Total Greater Toronto Area Ottawa Calgary Montreal Vancouver Edmonton Total Six Major Markets Total Secondary Markets Total Portfolio (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 46.8% 13.0% 9.5% 5.5% 5.1% 5.5% 85.4% 14.6% 100.0% 15,295 4,820 3,220 2,951 1,791 1,738 29,815 6,666 36,481 83 35 14 20 7 12 171 46 217 12 1 3 — — — 16 — 16 95 36 17 20 7 12 187 46 233 section of this MD&A. Therefore, the number of projects should not be viewed as equivalent to number of properties under development. Top Ten Sources of Revenue by Property Tenant (commercial only) Rank Tenant 1 2 3 4 5 6 7 8 9 10 Loblaws/Shoppers Drug Mart (i) Canadian Tire Corporation (ii) Cineplex/Galaxy Cinemas The TJX Companies, Inc. (iii) Metro/Super C/Loeb/Food Basics Walmart Sobeys/Safeway Recipe Unlimited (iv) Lowe's Dollarama Percentage of annualized rental revenue Weighted average remaining lease term (yrs) 4.5% 4.2% 4.2% 4.1% 2.8% 2.7% 1.7% 1.6% 1.6% 1.5% 28.9% 7.9 6.0 8.0 6.1 7.4 9.3 8.0 7.4 9.9 5.4 7.4 Loblaws/Shoppers Drug Mart includes No Frills, Fortinos, Zehrs Markets, Joe Fresh, Dominion and Maxi. Canadian Tire Corporation includes Canadian Tire, PartSource, Mark’s, Sport Chek, Sports Experts, National Sports and Atmosphere. The TJX Companies, Inc. includes Winners, HomeSense and Marshalls. (i) (ii) (iii) (iv) Formerly Cara Operations Limited. Property Lease Expiries and Contractual Rent Increases (commercial only) 2023 4,423 NLA (thousands of sq.ft.) 20.13 Average expiring rent per square foot 3,671 Contractual rent increases (in thousands of dollars) (i) (i) Contractual rent increases are based on existing leases as of December 31, 2018 and are on a year-over-year incremental basis. The contractual rent increases are higher in 2019 as they reflect more market rents as a result of new leasing and renewals completed in 2018. 2020 contractual rent increases are additional increases over 2019 rent increases, etc. 2019 3,038 19.69 8,864 2020 4,071 19.47 5,237 2021 4,548 18.86 4,874 2022 3,614 21.26 4,481 Total 36,481 19.07 $ $ $ $ $ $ $ $ $ $ $ RioCan FINANCIAL REVIEW MANAGEMENT’S DISCUSSION AND ANALYSIS TABLE OF CONTENTS Management’s Discussion and Analysis 23 ABOUT THIS MANAGEMENT’S DISCUSSION AND ANALYSIS 23 FORWARD-LOOKING INFORMATION 24 BUSINESS OVERVIEW, OUTLOOK AND STRATEGY 30 SUSTAINABILITY 30 PRESENTATION OF FINANCIAL INFORMATION AND NON-GAAP MEASURES 35 RESULTS OF OPERATIONS 35 36 37 38 40 40 42 44 Adjusted Cashflow from Operations (ACFO) 46 OPERATIONS Selected Annual Information 2018 Financial Highlights Operating Income Net Operating Income (NOI) Other Income Other Expenses Funds from Operations (FFO) 53 ASSET PROFILE Investment Property 53 Income Property Acquisitions During 2018 54 Income Property Dispositions During 2018 55 Co-ownership Arrangements 56 Capital Expenditures on Income Properties 59 Properties Under Development 60 Residential Inventory 69 71 Mortgages and Loans Receivable 71 CAPITAL RESOURCES AND LIQUIDITY Liquidity and Cash Management 71 Capital Management Framework 71 Credit Ratings 72 Capital Structure 72 Debt Metrics 73 Total Debt Profile 76 Debentures Payable 77 Mortgages Payable 77 Lines of Credit and Other Bank Loans 78 Liquidity 78 Guarantees 80 Hedging Activities 81 Trust Units 81 Preferred Units 83 83 Distributions to Unitholders 85 QUARTERLY RESULTS AND TREND ANALYSIS 89 SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES 91 FUTURE CHANGES IN ACCOUNTING POLICIES 92 DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING 93 RELATED PARTY TRANSACTIONS 93 RISKS AND UNCERTAINTIES 22 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 (Q4 2018 and 2018, respectively). This MD&A is dated February 11, 2019 and should be read in conjunction with our annual audited consolidated financial statements and related notes for the year ended December 31, 2018 (2018 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 2018 Financial Highlights, Business Overview, Outlook, Strategy, Asset Profile, Properties Under Development 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: financial and liquidity risks; tenant concentrations and related risk of bankruptcy or restructuring (and the terms of any bankruptcy or restructuring proceeding); occupancy levels and defaults, including the failure to fulfill contractual obligations by the tenant or a related party thereof; lease renewals and rental increases; the ability to re-lease and find new tenants for vacant space; retailer competition; access to debt and equity capital; interest rate and financing risk; joint ventures and partnerships; the relative illiquidity of real property, the timing and ability of RioCan to sell certain properties; the valuations to be realized on property sales relative to current IFRS values; 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 zoning and other permits approvals, changes to rent control legislation; environmental matters including climate changes; litigation; reliance on key personnel; unitholder liability; income, sales and land transfer taxes; cyber security 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. 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 historically low 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 the Risks and Uncertainties section in this MD&A and the Risks and Uncertainties section 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. 23 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS BUSINESS OVERVIEW, OUTLOOK AND STRATEGY Business Overview RioCan is an unincorporated “closed-end” real estate investment trust (REIT) listed on the Toronto Stock Exchange (TSX) under the symbol REI.UN. We are one of Canada’s largest REITs based on market capitalization with a total enterprise value of approximately $13.2 billion at December 31, 2018. RioCan is a fully integrated REIT that owns, manages and develops high quality retail, increasingly mixed-use, transit-oriented properties in Canada's major markets, with ownership interests in 233 retail and mixed-use properties, including 16 properties under development, containing an aggregate net leasable area (NLA) of 38,681,000 square feet. RioCan's property portfolio includes grocery anchored, urban retail, mixed-use and non-grocery anchored centres, of which 189 properties are 100% owned (186 income properties and 3 properties under development) and 44 are co-owned and governed by co-ownership agreements (including 13 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); Boardwalk REIT (Boardwalk); Killam Apartment REIT (Killam); Concert Properties (Concert); and Woodbourne Canada Partners (Woodbourne). 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 2018 Annual Consolidated Financial Statements. Operating Results For the year ended December 31, 2018, RioCan reported net income per unit of $1.68 and FFO per unit of $1.85, with FFO per unit growth of 3.3% from 2017 despite nearly $1.0 billion secondary market asset dispositions completed in 2018 and $7.5 million of severance costs incurred during the year. Severance costs were incurred as the Trust further streamlined its organizational structure during the year to maximize operational efficiency and focus on the major markets, which will further drive same property NOI and FFO growth. Since September 30, 2017, there has been a net reduction of 69 employees. Operationally, the Trust reported same property NOI growth of 2.2%. Same property NOI for RioCan's properties in Canada's six major markets grew by 2.6%, while same property NOI for its secondary markets properties increased by 0.2% compared to 2017. Committed occupancy and in-place occupancy each increased 50 basis points from December 31, 2017 to 97.1% and 96.1%, respectively, as of December 31, 2018. Further, committed occupancy for retail properties increased by 60 basis points to 97.2% over the same period. The Trust's major markets properties' committed occupancy further grew by 10 basis points to 97.7% as of December 31, 2018 over the year. The Trust's strong same property NOI growth, successful progress on its secondary market asset disposition program, and 799,000 square feet of development completions (at RioCan's interest and all in Canada's six major markets) led to 85.4% of the Trust's annualized rent revenues from the six major markets as of December 31, 2018, a 930 basis points increase from a year ago. The Greater Toronto Area (GTA) represents 46.8% of the Trust's annualized rent revenues as of December 31, 2018, a 590 basis point increase from the previous year. For the year ended December 31, 2018, the Trust's maintenance capital expenditures were $45.6 million, closely in line with the $45.0 million normalized capital expenditure expected for the year. For the three months ended December 31, 2018, RioCan reported net income per unit of $0.49 and FFO per unit of $0.45, representing FFO per unit growth of 2.2% from Q4 2017, despite nearly $1.0 billion of secondary market asset dispositions completed since Q4 2017 and $2.7 million of severance costs incurred during the quarter. Operationally, the Trust reported same property NOI growth of 2.1% in the quarter over the same period in 2017, with same property NOI growth of 2.2% for RioCan's properties in the six major markets and same property NOI increase of 1.3% for its secondary markets properties. Committed occupancy increased 10 basis points from the previous quarter to 97.1%. Further, committed occupancy for retail remained stable at 97.2% from the previous quarter, while committed occupancy for office increased 60 basis points to 94.4%. Progress on Acceleration of Canadian Major Market 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 two to three years. Refer to the Strategy section of this MD&A for further details. As of February 11, 2019, the Trust has either completed or entered into firm agreements to sell $1.3 billion of properties in secondary markets at a weighted average capitalization rate of 6.50% based on in-place net operating income (NOI), representing approximately 63% of the announced disposition target. The deals, which span a broad geographical range of secondary markets, consist of the following: • • • • Closed or firm deals for 58 properties as of October 30, 2018 as disclosed in the Trust's Q3 2018 MD&A have been closed as of December 31, 2018 for aggregate sales proceeds of $1.1 billion at a weighted average capitalization rate of 6.47%. Approximately $58.9 million of mortgages were assumed by purchasers on closing. The sale of a property in Niagara Falls, Ontario, which consisted of land and an income producing property portion, for sales proceeds of $11.8 million. The income producing portion was sold at a capitalization rate of 6.60%. The sale of three properties located in Quispamsis, New Brunswick and Ottawa and Orillia, Ontario to three separate buyers for aggregate sales proceeds of $34.9 million at a weighted average capitalization rate of 7.16%. The sale of two properties located in Victoria, British Columbia and St. John's, Newfoundland to two separate buyers for aggregate sales proceeds of $115.8 million at a weighted average capitalization rate of 6.47%. 24 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS • A firm agreement to sell a property located in Gravenhurst, Ontario for sales proceeds of $29.4 million at a capitalization rate of 6.89%. In addition to the above $1.3 billion closed and firm deals, as of February 11, 2019 the Trust has also entered into two conditional agreements and three letters of intent ("LOIs") to sell seven properties with five separate buyers located in Ontario, Quebec, PEI and Alberta for aggregate sales proceeds of $190.9 million. Should these firm, conditional and LOI transactions close, the Trust would have completed the sale of 72 properties for aggregate sales proceeds of $1.5 billion or approximately 73% of our disposition target by sales proceeds, at a weighted average capitalization rate of 6.68%. The aggregate sales prices of these properties are materially in line with the Trust's IFRS valuations. The capitalization rate of a strategic disposition referred to in this MD&A is calculated based on in-place twelve-month-trailing NOI of a property or a portfolio of properties when the related sale agreement becomes firm. 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. Additional Capital Recycling For the three months and year ended December 31, 2018, RioCan sold a portion of its marketable securities and realized a cash gain on units sold of $9.2 million and $59.2 million (three months and year ended December 31, 2017 - $10.5 million and $46.0 million), respectively. 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 will enable the Trust to deliver strong Net Asset Value (NAV) growth to its unitholders. The head start that RioCan has in its development program in terms of the extent of zoning approvals achieved and zoning applications submitted, recent completion or near substantial completion of a number of large mixed-use projects and the experience and scale of our development team, gives us distinct competitive advantages. During 2018, RioCan continued to make significant progress in a number of key areas of its development program, notably: • • Launch of residential brand RioCan Living™ - On March 5, 2018, RioCan announced its residential brand, RioCan Living™, marking RioCan’s official, and permanent, entry into the residential market. RioCan Living™ includes purpose- built residential rental buildings developed by RioCan along Canada’s most prominent transit corridors. The locations, designs, amenities, community-focused event programming, and professional services, as well as the population growth in Canada's major markets, unique to RioCan Living™ are expected to further support demand for our residential rental projects, particularly as housing affordability becomes more and more of an issue for individuals in the major markets. Zoning approvals and development pipeline - As of December 31, 2018, the Trust has identified 26.2 million square feet of development pipeline (at RioCan's interest), of which 11.2 million square feet or 42.9% have zoning approvals and an additional 5.4 million square feet or 20.5% have zoning applications submitted. The zoned density is particularly valuable in markets such as Ontario, where changes to the zoning approval process have led to a longer approval process and more uncertainties. All development projects are in Canada's six major markets. The Trust's development pipeline includes 18.7 million square feet (at RioCan's interest) of residential projects, representing 71.4% of its total development pipeline as of December 31, 2018. • Development completions and progress - For the three months and year ended December 31, 2018, the Trust completed 298,000 square feet and 799,000 square feet of developments, respectively. Key project completions and progress during the year are highlighted as follows: The Well (50/50 co-ownership with Allied for the commercial component and 50/50 with Woodbourne for The Well Residential Building 6) - This flagship mixed-use development with nearly 3.0 million square feet of net leasable area (NLA), at 100%, made significant leasing progress during the year with lease commitments from high caliber office tenants, representing 71% of the office space of the project. Retail leasing is scheduled to commence in 2019. The office tower is under construction and is now above grade. The remainder of the project is proceeding well and the 12-million-litre Enwave thermal energy tank has been installed. We are expecting to reach grade on the retail component by Q2 2019. Yonge Eglinton Northeast Corner (ePlace, 50/50 co-ownership with Metropia/Bazis) - This condominium (eCondos) and residential rental (eCentral) project at Toronto's busy mid-town with connections to the Yonge Subway and Eglinton Crosstown Light Rail Transit (LRT) is near substantial completion. At eCondo, possession of a number of the condominium units occurred in Q4 2018, resulting in $1.4 million of residential inventory gains recognized into the Trust's income in Q4 2018. Possession of the remaining condominium units is scheduled to be taken in an orderly fashion during the first half of 2019. Residential rental leasing at the 466-unit ePlace has started and is progressing well. First occupancy occurred in January 2019. Bathurst College Centre (100% owned) - This grocery-anchored retail and office development with 140,000 square feet of NLA was substantially completed in Q3 2018 and is fully leased with several high profile tenants. All tenants have taken possession and the grocery anchor commenced operations in January 2019. King Portland Centre (50/50 co-ownership with Allied) - The commercial component of the 421,000 square feet (100%) mixed-use development in the trendy King West neighborhood of Toronto was substantially completed in Q3 2018 and fully leased. The 100% pre-sold, 132-unit condominium component of the project (Kingly) is expected to be substantially complete and turned over for possession in Q3 2019. 25 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Gloucester (Frontier, 50/50 co-ownership with Killam) - The first phase of this project in Ottawa, Ontario includes 228 residential rental units and is progressing on schedule toward a mid-2019 completion. The leasing of the rental units commenced in Q4 2018 and is progressing ahead of our expectations. Windfield Farms Townhouses (50/50 co-ownership with Tribute Communities) - This project to develop a 31- acre site of residential lands located in Oshawa, Ontario also known as UC Towns 2, includes 538 condominium townhouses to be constructed in four phases and two phases of high rise condominiums, the first of which consists of a 479-unit high rise condominium. 166 of the 170 units released in phase one and 14 of the 94 units in phase two for the townhouse developments have been sold. Building construction of the townhouses commenced in Q2 2018 with first occupancy expected in Q2 2019. Marketing for the first phase of the high rise condominium project began in Q4 2018 with 202 of the 479 units pre-sold during the quarter. • Development yield and incremental value creation - For the five projects that are complete or near completion (ePlace, Bathurst College Centre and King Portland Centre in Toronto, Gloucester Phase I in Ottawa, and Sage Hill in Calgary), the Trust estimates the average development yield to be 5.7% based on estimated stabilized NOI, which leads to an estimated $204.5 million incremental value creation for the projects' commercial and residential rental components plus an additional $26.5 million of residential inventory gains on the sale of condominium units at two projects, bringing the total incremental value creation to $231.0 million. These yield and value creation estimates take into account the Trust's purchase of our partner's non-managing 50% interest in Sage Hill subsequent to the year end and the expected purchase of the remaining 50% interest in the residential rental and retail portions of ePlace in 2019 based on agreements in place. Refer to the Development Yield and Incremental Value Creation section of this MD&A for details. Capital Management During 2018, the Trust continued to exercise sound capital management. 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 (at RioCan's proportionate share) remained below our 8.0x target at 7.88x as of December 31, 2018, even though the Trust has disposed $1.1 billion of secondary market assets since October 2017. The Trust has a significant unencumbered asset pool of $8.0 billion as of December 31, 2018 that generates 59.1% of RioCan's annualized NOI as of December 31, 2018. In addition, RioCan's unencumbered assets to unsecured debt ratio stood at 231%, above its 200% target. As of December 31, 2018, RioCan's debt to total assets was at 42.1% on a proportionate share basis, in line with its target range. The Trust is committed to maintaining its leverage in its target range, although the leverage may exceed the upper limit of the target range modestly from time to time. NCIB During the year ended December 31, 2018, the Trust acquired and cancelled 19.0 million units at a weighted average purchase price of $24.35 per unit, for a total cost of $461.8 million. Since October 20, 2017, RioCan has purchased and cancelled 22.9 million units at a weighted average purchase price of $24.51 per unit, for a total cost of $561.2 million. In October 2018, RioCan renewed its NCIB. Under the renewed NCIB, RioCan may acquire up to a maximum of 30,579,868 of its units, or approximately 10% of outstanding units as of September 30, 2018, for cancellation over the next 12 months effective October 22, 2018. The number of units that can be purchased pursuant to the renewed NCIB is subject to a current daily maximum of 178,116 units (which is equal to 25% of 712,465, being the average daily trading volume from April 1, 2018 to September 30, 2018, excluding RioCan's purchases on the TSX under its former NCIB), 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 primarily out of net proceeds from its asset dispositions, available cash and undrawn credit facilities. Base Shelf Short Form Prospectus During Q3 2018, the Trust renewed its Base Shelf Short Form Prospectus which provides for the issuance of up to $3.0 billion in debt securities, trust units and preferred units up to August 3, 2020. Senior Unsecured Debentures 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. Prior to maturity, the Series AA debentures can be redeemed in whole or in part at par on or after August 29, 2023. On March 5, 2018, RioCan redeemed, in full, its $250 million 2.87% Series S senior unsecured debentures in accordance with its terms. Non-revolving Unsecured Credit Facilities On January 12, 2018, the Trust exercised its option to increase its $100 million non-revolving unsecured credit facility by up to $50 million, with the addition of a lender, and borrowed an additional $50 million from a Schedule III bank under this facility. On May 4, 2018, the Trust exercised its option to extend the maturity date on its $1 billion revolving unsecured operating credit facility to May 31, 2023. All other terms and conditions remained the same. 26 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Subsequent to year end, the Trust extended the maturity date of its $150.0 million non-revolving unsecured credit facility from December 27, 2019 to June 27, 2024 and fixed the annual all-in interest rate at 3.43% through an interest rate swap. The Trust also fixed the annual all-in interest rate for $125.0 million of its other non-revolving unsecured credit facility maturing on January 31, 2023 at 3.38% through an interest rate swap. Further, the Trust entered into a $350.0 million five-year non-revolving unsecured credit facility with three financial institutions and has fully drawn on the credit facility to repay certain debt and for general Trust purposes. This credit facility matures on February 7, 2024 and, through an interest rate swap, bears an all-in fixed interest rate of 3.34% per annum. These transactions demonstrate the Trust's creditworthiness and further strengthen the Trust's financial flexibility by providing access to additional sources of capital, further extending the average term to maturity of the Trust's total debt, and reducing its floating interest rate debt exposure. Distribution Increase Effective January 1, 2018, the Trust increased its annual distribution to unitholders by $0.03 per unit or 2.1% to $1.44 per unit. Outlook Canada's economy performed well in 2018, although it experienced a slowdown towards the end of the year due to a sharp drop in oil prices and equity markets given the uncertainties heightened by trade tensions between the U.S. and China, partial shutdown of the U.S. government and Brexit. These factors dampened expectations for economic growth in Q1 2019. The Bank of Canada increased its overnight rate three times during 2018 but kept it unchanged at 1.75% at its January 2019 policy announcement and expressed a more dovish tone in its economic outlook. Despite these factors, it is generally expected that the economy will strengthen again as early as the second quarter of 2019 buoyed by growth in exports and non-energy investments and recent recovery in oil prices. As a result, interest rates are generally expected to rise in the second half of 2019, albeit in a more cautious fashion. The U.S. Federal Reserve increased interest rates four times in 2018 and is generally believed to continue to raise interest rates in 2019. RioCan is well-positioned to withstand an increasing interest rate environment through our low leverage, measured variable interest rate debt exposure, and staggered portfolio of debt maturities. RioCan's supply of zoned development pipeline also positions it well within the changing regulatory landscape with respect to zoning approvals particularly in Ontario. Overall, our large size and dominant position in Canada's six major markets from which 85.4% of our portfolio rental revenues are derived, leaves us well-positioned in the current economic and retail environment. The ongoing 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 and growth profile 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 strengths also include the depth of our management team, our well diversified portfolio, the portfolio's value creation potential through its development program, solid and diversified 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 short and long term given our continuous improvement in the overall quality and diversification of our portfolio as we execute on our major market acceleration strategy and continue with project deliveries from our development program. For 2019, 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. Macro Economic and Market Trends Interest rates As noted earlier, the Bank of Canada raised its overnight interest rates three times in 2018 to 1.75% but kept it unchanged in its recent January 2019 policy meeting. The relatively low oil prices despite recent price increases, the U.S.-China trade tension and its impacts on global growth and commodity demand, the Brexit uncertainty, and the uncertain fate of the USMCA trade agreement are key factors that put the Bank of Canada in a more dovish tone. While the Bank of Canada is expected to raise interest rates over time, the pace at of the rate hikes will depend on factors such as oil prices, domestic economic growth and inflation, the Canadian housing market, and developments with respect to various global geopolitical and trade risks. Despite the expectations for eventual further 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 optimize financing options and costs. Canadian dollar The Canadian dollar has traded lower than at the beginning of 2018. Continued weakness in oil prices despite a recent price rally is a key factor impacting the Canadian dollar. The U.S. dollar is expected to remain strong despite uncertainties relating to the recent U.S. government partial shutdown and trade tension between the U.S. and China. A tighter monetary policy position stance from the Federal Reserve will also assist in maintaining the strength of the U.S. dollar and put more pressure on the Bank of Canada to raise interest rate in Canada. On the other hand, if the Canadian dollar remains relatively low, 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 The gradual recovery in light oil prices stalled in June 2018, regained strength in the third quarter, and then sharply declined in Q4 2018 as escalating global trade tensions raised concerns over global growth and oil demand. It has since recovered to some extent with Brent Crude oil trading above USD $60 per barrel. Alberta heavy crude oil prices experienced a sharp decline in 2018 as a result of growing output and transportation bottlenecks but has since recovered to some extent and narrowed the gap in 27 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS prices to light crude in early 2019. The Alberta provincial government ordered production cut starting in January 2019, which helped the Canadian heavy oil price recovery among other factors such as Organization of the Petroleum Exporting Countries (OPEC) production cuts, and the latest political crisis in Venezuela which handicaps Canada's main competitor in the oil markets in the Americas. The delay and uncertainty surrounding large pipeline developments in Canada, however, will likely continue to put pressure on Alberta’s oil production and growth. Notwithstanding the volatility in oil prices, Alberta's labour market continues to improve in 2018 and net inter-provincial immigration shows that people are returning to the province. 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. Nonetheless, the regional economy is sensitive to energy prices and further volatility to oil prices will have the potential to impact retail and residential markets. E-commerce We believe that the depth and breadth of our retail portfolio, especially in Canada's six major markets, positions us well to withstand the effects of e-commerce on the overall retail market. We have been evolving our tenant mix to increase the number of tenants in those sectors which tend to be less impacted by e- commerce, such as personal services, food and restaurants, value retailing, as well as lifestyle and fitness offerings. Refer to the Tenant Profile section of this MD&A for an overview of our tenant mix. Our residential strategy further addresses the e-commerce effects, in part, as it re-purposes the existing retail portfolio and adds density to existing retail sites, and in doing so, builds in natural traffic for the retailers. Our residential strategy also embraces the impact of e-commerce by incorporating e-commerce friendly amenities to our rental buildings such as concierge services and sufficient space for the receipt and storage of packages and in some cases cold storage. We believe that shopping centres will continue to have a place for consumers as they remain the most cost-effective way for a retailer to distribute goods and services and provide a social gathering place for the communities that they serve. Many retailers effectively execute a combined on-line and brick-and-mortar strategy and 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', this strategy provides today's consumer with the choice of how they want to shop. In the changing face of retail, national tenants are increasingly providing this flexibility to their customers and are also adapting their store size, layout and product mix to better meet consumer demands in urban, more densely populated settings. Mitigating any potentially disruptive effects of e-commerce are strong population growth in urban centres, which is generally out- pacing the overall population growth, the relative high cost for the "last-mile" deliveries, higher barriers for e-commerce players to establish distribution centres in urban settings, and Canada's geographic dispersion. Canadian retail environment We expect fundamentals in Canadian retail real estate to remain steady, particularly necessity-based retail, value retail, and services 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 that 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. The Target departure, Sears Canada insolvency 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. The general tone towards the Canadian retail market is shifting towards a more neutral or positive outlook. More investors are becoming aware of the key fundamental differences between the Canadian retail market and the U.S retail market, such as fundamentally lower retail space per capita in Canada, tighter controlled municipal zoning bylaws which limit over-supply of retail space, higher distribution costs in Canada given its geographic diversity, and more conservative lending practices by Canadian financial institutions which limit over-build and over-risk-taking. Overall, we expect that the amount of retail space per capita in Canada will decline over time as the population grows with limited new retail development as well as some rationalization of existing retail space into other uses. In addition, Canada’s 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 continue to adapt to the changing retail environment. Development environment With population growth and a limited supply of zoned land available for development, Canada’s six major markets, particularly the GTA and Vancouver areas, have experienced a significant boom in housing development and construction over the last number of years. As concerns over the affordability of single detached homes and household debt level grew, governments introduced foreign buyer taxes and other measures applicable to the GTA and Vancouver areas approximately a year ago. The Office of the Superintendent of Financial Institutions also introduced a new minimum qualifying rate, or “stress test,” for uninsured mortgages effective January 1, 2018, which limits mortgage borrowings in general. The growth in single detached home sales volumes and price increases has currently curbed to an extent but house prices in these areas are still near historical highs. In the meantime, condominium sales volumes and prices, as well as the demand for residential rental units and rental rates, continue to grow. The increasing and persistently high development and construction activities over the last few years, as well as the projected sustaining bullish tone on future development by many industry players, have led to rising construction costs, increasing development charges by municipalities, and a shortage of experienced labor, which tend to increase development risks. In Ontario, which has experienced one of the most significant development booms, the previous provincial government introduced further uncertainties and risks to the sector through the expansion of rent controls to new rental units in 2017 and the replacement of the Ontario Municipal Board ("OMB") with the Local Planning Appeal Tribunals ("LPAT") whose mandate is still 28 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS unclear at this stage. The new provincial government in Ontario elected in 2018 has since introduced the New Housing Supply Action Plan in November 2018, which is designed to encourage more rental housing development by exempting new rental units from rent control while preserving rent control for existing tenants. Although there has been speculation regarding whether the new Ontario provincial government will address the previous government's replacement of the OMB with the LPAT, there has been no change in this regard. RioCan is confident in its development program and the cash flow and NAV growth potential such development will bring to its unitholders. However, the Trust will remain vigilant in monitoring the market trends and will continue to prudently manage development risks and adapt its development program to the changing marketing conditions. Refer to the Properties Under Development section of this MD&A for a discussion of how the Trust prudently manages its development risks. Strategy Acceleration of Canadian Major Market Focus The major market strategy is a key strategy for the Trust. Over the last decade, the Trust has been gradually increasing its 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 two to three years. The sales proceeds are primarily used to repay debt, to fund the repurchase and cancellation of the Trust’s units through the Trust’s NCIB program while maintaining its strong credit fundamentals, and to fund developments. As noted under the Business Overview section of this MD&A, as of February 11, 2019, RioCan has successfully completed or entered into firm, conditional or LOI agreements to sell $1.5 billion of the secondary market assets, represent approximately 73% of the announced disposition target. On completion, RioCan expects to generate in excess of 90% of its annualized rental revenue from Canada’s six major markets (currently at 85.4%). 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. This portfolio of major market properties with a diversified, strong national tenant base has significant upside potential for rent growth and is the foundation for significant NAV growth through unlocking of the tremendous intrinsic value of our major market assets. Driving Organic Growth RioCan drives strong organic growth by leveraging its existing strengths, such as its strong relationships with high quality tenants and partners, its economies of scale, diversity and experience, carefully curating and evolving the tenant mix of its properties, and improving the operating efficiency and cost structure of its portfolio. In addition, RioCan continually searches for ways to create new sources of cash flow from ancillary revenues, the generation of fee income from its joint venture arrangements and adding NLA through new pads and redevelopments. Unlocking Intrinsic Value through Development Over the past 25 years, the Trust has 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 where we can create additional NAV for our unitholders. We are focused on optimizing the value of our existing properties through our development program, diversifying our portfolio into residential real estate, combining great retail experiences with residential to create a premium residential tenant experience that will in turn drive traffic to our retail tenants that we believe will ultimately drive future rent growth and deliver FFO and NAV growth to our unitholders. The Trust will continue to pursue a disciplined approach to our development program with a focus on major urban markets and to meet the evolving needs of the communities we serve. Please refer to the Properties under Development section of this MD&A for further details on how the Trust prudently manages development risks. Strategic Acquisitions Given the current competitive nature of the real estate market and limited supply of assets that meet RioCan's criteria in the major markets, acquisition of income producing properties is not a significant growth driver for RioCan in the near term. However, RioCan continues to seize opportunities to acquire partners' interests in existing co-owned properties in highly desirable areas that are unavailable on the open market, such as the 2018 purchases outlined in the Income Property Acquisitions During 2018 section of this MD&A. In addition, the Trust will evaluate and seize opportunities to acquire selective sites suitable for development, such as its acquisitions of properties in the prestigious Yorkville neighbourhood of Toronto or assembling adjacent properties surrounding existing development properties. Strong Balance Sheet RioCan is committed to prudent management of its balance sheet and capital structure. The Trust maintains low leverage, staggers its debt maturities and limits its variable rate debt so as to reduce interest rate and refinancing risk, maintains an optimal mix of unsecured and secured debt that ensures continued financial flexibility and liquidity, balances between line of credit utilization and unsecured debenture issuance, builds and maintains lender relationships and continues to utilize multiple sources of capital. It is this disciplined approach that allows RioCan to maintain the strong liquidity and financial strength to drive growth and thrive in the ever changing market place. 29 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS SUSTAINABILITY Embedding Sustainability The Trust targets to be amongst the leaders in embedding sustainability practices in its business model. This 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: people, community and environmental leadership. For the past two years, RioCan has been working diligently to formalize the sustainability commitments as set out in its sustainability policy. A multi-year plan has been developed which includes strategies to put these commitments into action and focuses on improving sustainability performance year over year. The Global Real Estate Sustainability Benchmark (GRESB) and standards developed by the Sustainability Accounting Standards Board (SASB) not only provide a framework to benchmark organization-wide performance, they also ensure transparency and continuous improvement. While RioCan’s culture has always revolved around strategic decision making, fostering mutually beneficial relationships, and shaping the future through good community stewardship, it has recently formalized its commitment to integrate sustainability factors into decision making at every stage and level of its business and to benchmark and report its performance according to industry standards. Key sustainability accomplishments in 2018 include: • Improved GRESB Survey score by 37% from the previous year. • Developed a plan to achieve continued sustainability performance improvements in GRESB categories such as Policy and Disclosure, Building Certifications and Stakeholder Engagement in future years. • Implemented a data and utility management system to better measure and manage energy, water and waste consumption at our properties and improve reporting capabilities. This system facilitated GRESB and EWRB reporting. • Completed our first tenant engagement survey of our top 20 tenants in major markets. This third party administered survey allowed us to better understand the drivers of tenant engagement and develop tenant action/improvement plans. • Recognized as one of Greater Toronto’s top 100 employers. • Aligned our Environmental Management System (EMS) to a standard, ISO 14001 and trained relevant internal departments on our new methods to manage environmental risks and opportunities. • Continued to integrate sustainability features into many of our development and construction projects through our Sustainability Guidelines. These guidelines incorporate sustainability into all phases of the development project lifecycle - from the feasibility study phase to the handover to Operations/ Asset Management. They consider energy codes, standards such as LEED and WELL, energy and water efficiencies, renewables and community engagement. • Installed a high efficiency geothermal HVAC system for Frontier residential rental development in Ottawa and partnered with Enwave in installing a 12-million-litres thermal energy tank at our flagship development The Well in Toronto. • Complied with the Ontario Energy and Water Reporting and Benchmarking (EWRB) regulation for RioCan properties with gross floor area over 250,000 square feet, which equated to submitting 26 compliance reports for RioCan. • Discussed with a number of investors, tenants, suppliers and partners in our sustainability materiality assessment and are in the process of setting long term targets for sustainability. 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 website under Social Responsibility. We plan to publish our inaugural Sustainability Report in 2019. 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 2018 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 30 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS property portfolio. These measures are not in accordance with IFRS generally accepted accounting principles (GAAP) and have no standardized definition prescribed by IFRS and, as such, our computation of these non-GAAP performance measures might not be comparable to similar measures reported by other issuers. Non-GAAP measures should not be considered as alternatives to net income or comparable metrics determined in accordance with IFRS as indicators of RioCan’s performance, liquidity, cash flows and profitability. We supplement our IFRS measures with these non-GAAP measures to aid in assessing our core performance and we report these additional measures so that investors may do the same. Management believes that the supplementary non-GAAP measures described below provide readers with a more comprehensive understanding of management's perspective on its operating performance. The 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. 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 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. In February 2019, REALPAC updated the definition of FFO to also include adjustments relating to certain subleases or leases that are classified as finance leases under IFRS 16 effective January 1, 2019, which RioCan will adopt on effective date. 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. 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. As noted in the Significant Accounting Policies and Estimates section of this MD&A, the Trust adopted the new accounting standard IFRS 9 - Financial Instruments (IFRS 9) on the required effective date of January 1, 2018. One impact of adopting IFRS 9 is that the unrealized gains or losses on marketable securities are included in IFRS net income, whereas they were recorded in other comprehensive income in 2017 and prior years Consolidated Financial Statements. Based on the FFO definition currently set forth by REALPAC, the unrealized gains or losses on 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 marketable securities in FFO does not represent the recurring operating performance of the Trust. As a result, effective January 1, 2018 upon adoption of IFRS 9, RioCan’s method of calculating FFO is in compliance with REALPAC’s definition of FFO except that RioCan excludes these unrealized gains or losses on marketable securities in its calculation of FFO. For further clarity, RioCan continues to include realized gains or losses on marketable securities in its calculation of FFO. RioCan’s method of calculating FFO 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 the Results of Operations section in this MD&A. Adjusted Cashflow From Operations (ACFO) ACFO is a non-GAAP financial measure of sustainable economic cash flow available for distributions based on the definition set forth by REALPAC. RioCan adopted the REALPAC definition of ACFO effective January 1, 2017 and uses it as an input, together with FFO, in assessing RioCan's distribution payout ratios. In February 2019, REALPAC updated the definition of ACFO effective January 1, 2019, which RioCan will adopt on effective date. 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; includes realized gains or losses on marketable securities; adds back taxes relating to non-operating activities; 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); 31 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS • • adds back internal leasing costs relating to development projects; and includes adjustments relating to certain subleases or leases that are classified as finance leases under IFRS 16 effective January 1, 2019. 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 in the Results of Operations section in this MD&A. The adoption of the IFRS 9 effective January 1, 2018 did not have an impact on ACFO with respect to unrealized gains or losses on marketable securities. As a result, The Trust’s calculation of ACFO continues to be in accordance with REALPAC’s ACFO recommendations with the adoption of IFRS 9 on January 1, 2018. RioCan does not report on the 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 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. Prior to 2018, the Trust formulated its normalized capital expenditure estimate based on analyzing historic average spending and reviewing 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 was done with representation and input from RioCan's cross-functional teams. Short-term fluctuations in actual capital expenditures were analyzed to remove any expenditures that are determined to not represent the level of ongoing maintenance capital expenditures, such as increased capital expenditures incurred during adverse market conditions. 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 expenditure estimate. Given the Trust's announcement on October 2, 2017 to sell approximately $2.0 billion of income properties over two to three years with the acceleration of its major market focus strategy, the Trust expects its normalized capital expenditures to decrease over the next two to three years as the Trust sells most of its secondary market properties. The Trust's 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 a per square foot basis relative to the Trust's secondary markets properties. The Trust also expects its income producing NLA to decrease as it sells secondary markets properties, as evidenced by the approximately 5.3 million square feet net decrease in income producing NLA from December 31, 2017 to December 31, 2018. As a result, the Trust determined that it is no longer reasonable to use its historical average approach in estimating its 2018 normalized capital expenditures. Instead, the Trust adopted a more forward looking approach and used its 2018 maintenance capital expenditure budget as its normalized capital expenditures for 2018, which amounts to $45.0 million, representing an average of approximately $1.16 per square foot on a projected average income-producing NLA of approximately 38.8 million square feet for the year. The Trust's actual maintenance capital expenditures amounted to $45.6 million for the year, closely in line with its normalized maintenance capex estimate for the year. Using a similar approach, the Trust determined that $40.0 million is a reasonable estimate for its normalized capital expenditures for 2019 as the Trust expects its income producing NLA to further decrease as it sells more of its secondary market assets. As the 2019 annual normalized capital expenditures of $40.0 million is based on a projected average income producing NLA for the 32 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS year, there will be greater quarterly variations between average quarterly normalized capital expenditures of $10.0 million and actual maintenance capital expenditure during a quarter. IFRS capital expenditures are further discussed and analyzed in Capital Expenditures on Income Properties section in this MD&A. 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 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. 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 will consider adjustments to NOI for certain subleases or leases that are classified as finance leases under IFRS 16 effective January 1, 2019, based on rationales similar to the adjustments in the REALPAC definitions of FFO and ACFO that were recently released in February 2019. 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. Management will consider adjustments to same property NOI for certain subleases or leases that are classified as finance leases under IFRS 16 effective January 1, 2019, based on the rationales similar to the adjustments in the REALPAC definitions of FFO and ACFO that were recently released in February 2019. 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 fair value of debt and market price of equity instead of IFRS total assets. 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 the 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 33 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS 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 marketable securities (upon adoption of IFRS 9 which was 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 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 upon adoption of IFRS 9, which was effective January 1, 2018. Management will consider adjustments to Adjusted EBITDA for certain subleases or leases that are classified as finance leases under IFRS 16 effective January 1, 2019, similar to the adjustments in the REALPAC definitions of FFO and ACFO that were recently released in February 2019. A reconciliation of Adjusted EBITDA to IFRS net income and the debt metrics that utilize Adjusted EBITDA are presented in the 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. 34 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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% (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) 2018 2017 2016 1,147,842 1,155,219 1,133,332 527,362 528,103 580,223 527,347 314,024 708,265 715,286 584,597 588,462 326,929 683,151 830,838 547,879 484,185 325,665 $ $ $ $ 1.68 1.68 1.85 1.44 $ $ $ $ 2.16 2.18 1.79 1.41 $ $ $ $ 2.06 2.51 1.68 1.41 2.2% 77.9% 85.7% 2.1% 0.5% 78.8% 78.3% 83.6% 94.6% December 31, 2018 December 31, 2017 December 31, 2016 14,003,765 5,874,033 14,376,578 14,173,760 5,931,965 5,653,592 41.6% 42.1% 3.63 7.88 3.51% 231% 59.1% 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% (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 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 FFO and ACFO sections in this MD&A. Excluding a one-time special distribution of $29.2 million received during Q4 2017, the 2017 ACFO payout ratio would have been 82.4%. (v) Calculated on a trailing twelve month basis. Refer to the Debt Metrics section of this MD&A for further details. Overall, despite $1.1 billion secondary market asset dispositions completed by the Trust since October 2017 and the sale of its $2.0 billion U.S. portfolio in May 2016, the Trust has grown its revenues from 2016 to 2018 and grew its FFO per unit by 9.9% from 2016 to 2018. FFO and ACFO payout ratios have been reduced over the same period as a result. Year-over-year same property NOI growth has improved, further supporting the Trust's strategy to dispose its secondary market properties to accelerate its major markets focus, and continue to optimize its retail tenant mix, drive leasing growth and improve operational efficiency. In the meantime, the Trust continues to maintain strong balance sheet as reflected in its various debt metrics. Net income from continuing operations changes from 2016 to 2018 were impacted by the year-over-year change in the fair value gains on investment properties and changes in unrealized fair value of marketable securities with the implementation of IFRS 9 effective January 1, 2018. Refer to the remaining sections of this MD&A for more detailed analysis of the Trust's key financial information. 35 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS 2018 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. For the fourth quarter 2018 and 2017 consolidated statements of income refer to the 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 Income Attributable to Unitholders (thousands of dollars, except per unit amounts) 2018 2017 2018 2017 Three months ended December 31 Year ended December 31 Net income attributable to unitholders: Continuing operations Discontinued operations Net income attributable to unitholders Net income per unit attributable to unitholders (basic): Continuing operations Discontinued operations Net income per unit attributable to unitholders (basic) Net income per unit attributable to unitholders (diluted): Continuing operations Discontinued operations Net income per unit attributable to unitholders (diluted) $ Continuing Operations 2018 $ 149,959 $ 209,735 $ 527,362 $ $ $ $ (794) 149,165 $ (62) 741 209,673 $ 528,103 0.49 $ — 0.49 $ 0.49 $ — 0.49 $ 0.64 — 0.64 0.64 — 0.64 $ $ $ $ 1.68 — 1.68 1.68 — 1.68 $ $ $ $ $ $ 708,265 7,021 715,286 2.16 0.02 2.18 2.16 0.02 2.18 Net income from continuing operations attributable to unitholders for the year ended December 31, 2018 is $527.4 million compared to $708.3 million during the same period in 2017, representing a decrease of $180.9 million. Excluding $118.6 million lower net fair value gains on investment properties over the comparable period and a $42.8 million change in unrealized fair value included in net income related to marketable securities, net income from continuing operations attributable to unitholders for the year ended December 31, 2018 is $551.8 million compared to $571.3 million in 2017, representing a decrease of $19.5 million or 3.4%. The decrease of $19.5 million is largely the net effect of the following: • • • • • • • • • $17.1 million in lower operating income primarily due to property dispositions (net of acquisitions) as part of the Trust's strategic disposition program, net of same property NOI growth, higher fees income, and higher income from development; $8.2 million in higher transaction costs primarily due to higher dispositions given the Trust's strategic disposition program; $3.4 million in higher general and administrative expenses primarily due to higher severance costs and mark to market adjustments for cash settled unit-based compensation net of the impact of the accelerated depreciation of certain management information systems in 2017; $4.5 million in lower income from our equity accounted investments; $5.6 million in lower income earned on marketable securities; $1.6 million in lower transaction gains and other income; partially offset by, $13.3 million in higher realized gains on marketable securities sold; $3.9 million in higher interest revenue due to new advances on mortgages and loans receivable at higher interest rates and fair value gains on mortgages and loans receivable; and $3.1 million decrease in interest expense due to higher capitalized interest due to development progress, resulting in higher development costs on the consolidated balance sheet. Q4 2018 Net income from continuing operations attributable to unitholders for the three months ended December 31, 2018 is $150.0 million compared to $209.7 million during the same period in 2017, representing a decrease of $59.8 million. Excluding $41.8 million lower fair value gains over the comparable period and a $14.0 million change in unrealized fair value included in net income related to marketable securities, net income from continuing operations attributable to unitholders for the fourth quarter of 2018 is $134.7 million compared to $138.7 million in 2017, representing a decrease of $4.0 million or 2.9%. The decrease of $4.0 million is largely the net effect of the following: • • $8.1 million in lower operating income primarily due to property dispositions (net of acquisitions) as part of the Trust's strategic disposition program, net of same property NOI growth, and higher income from development completions; $1.3 million in lower realized gains on marketable securities sold; 36 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS • • • • $1.1 million in lower income earned on marketable securities; partially offset by, $3.4 million in lower general and administrative expense primarily due to accelerated depreciation of certain management information systems in 2017 net of higher severance and mark to market for cash settled unit-based compensation in 2018; $2.1 million in higher income from our equity accounted investments; and $1.4 million in higher other income. As noted in the Significant Accounting Policies and Estimates section of this MD&A and as described more fully in notes 19 and 37 to the Annual Consolidated Financial Statements, effective January 1, 2018, the Trust adopted IFRS 9 without restatement of prior periods. Effective January 1, 2018, cumulative unrealized fair value gains of $68.7 million as of December 31, 2017 that were previously recognized in other comprehensive income (loss) were reclassified to opening retained earnings and all realized and unrealized fair value gains (losses) on marketable securities are recognized in net income. During the comparative period in 2017, unrealized fair values gains (losses) were recorded in other comprehensive income and realized fair value gains (losses) were recorded to net income upon the sale of the marketable securities. As a result, the $14.0 million and $42.8 million decrease in unrealized fair value included in net income for three months and year ended December 31, 2018, respectively, relating to marketable securities were excluded for purpose of the analysis above. Discontinued Operations 2018 Net income from discontinued operations attributable to unitholders is $0.7 million compared to net income of $7.0 million in 2017, representing a decrease of $6.3 million. During 2018, bad debt provisions based on receivable collections and general and administrative expense accruals were adjusted including related foreign exchange translation. The 2017 comparative amount of $7.0 million includes the impact of a reversal of an accrual related to a better than expected 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-deal-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 2018 Net loss from discontinued operations attributable to unitholders for the three months ended December 31, 2018 is $0.8 million compared to a net loss of $0.1 million in the same period in 2017, representing higher net loss of $0.7 million. The increase was primarily related to foreign exchange translation change for current income tax expense accrual. Operating Income The IFRS operating income for the three months and year ended December 31, 2018 and 2017 is as follows: (thousands of dollars) Revenue Rental revenue Property management and other service fees Residential inventory sales Operating costs Rental operating costs Recoverable under tenant leases Non-recoverable costs Residential inventory cost of sales Operating income 2018 Three months ended December 31 Year ended December 31 2018 2017 2018 2017 $ 274,775 $ 3,967 22,264 289,403 $ 3,823 — 1,110,160 $ 1,140,665 15,418 22,264 14,554 — $ 301,006 $ 293,226 $ 1,147,842 $ 1,155,219 389,285 $ 399,580 $ 95,970 $ 4,460 20,882 121,312 100,110 $ 5,353 — 105,463 17,384 20,882 427,551 $ 179,694 $ 187,763 $ 720,291 $ 18,270 — 417,850 737,369 Operating income from continuing operations for the year ended December 31, 2018 is $720.3 million compared to $737.4 million during the same period in 2017, representing a decrease of $17.1 million or 2.3%. The decrease of $17.1 million is largely the net effect of the following: • • • • • $36.6 million lower operating income due to property dispositions as part of the Trust's strategic disposition program (net of acquisitions); partially offset by, $13.1 million of same property operating income growth; $1.7 million higher income from development projects completed that are not same property during the comparable periods; $1.7 million higher lease cancellation fees; $1.4 million higher income associated with our residential inventory sales; 37 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS • • $0.9 million higher property management and other service fee revenue; and $0.8 million higher straight-line rent. Q4 2018 Operating income from continuing operations for the three months ended December 31, 2018 is $179.7 million compared to $187.8 million during the same period in 2017, representing a decrease of $8.1 million or 4.3%. The decrease of $8.1 million is largely the net effect of the following: • • • • • • $15.4 million lower operating income due to property dispositions as part of the Trust's strategic disposition program (net of acquisitions); and $0.3 million lower lease cancellation fees; partially offset by, $3.2 million in same property operating income growth; $2.6 million higher straight-line rent; $1.4 million higher income associated with our residential inventory sales; and $0.4 million higher income from development projects completed that are not same property during the comparable periods. 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, 2018 and 2017 is as follows: (thousands of dollars) Operating income (i) Adjusted for the following: Three months ended December 31 Year ended December 31 2018 2017 2018 2017 $ 179,694 $ 187,763 $ 720,291 $ 737,369 Property management and other service fees (3,967) (3,823) (15,418) (14,554) 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) (22,264) 20,882 — — (22,264) 20,882 — — $ 174,345 $ 183,940 $ 703,491 $ 722,815 63.0% 63.1% 63.1% 63.2% 3,373 3,617 432 (676) (3) 3,195 3,160 412 (377) (26) 13,177 14,380 1,780 (2,983) 200 12,903 12,336 1,893 (1,326) 132 NOI - RioCan's proportionate share $ 177,715 $ 187,109 $ 716,868 $ 735,850 (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. NOI as a percentage of rental revenue (excluding the impact of lease cancellation fees) was relatively stable for the three months and year ended December 31, 2018 over the comparable period. Refer to the Same Property NOI section of this MD&A below for more detailed breakdown and analysis of NOI. 38 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Same Property NOI Same property NOI for the three months and year ended December 31, 2018 and 2017 is as follows: (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 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 Three months ended December 31 Year ended December 31 2018 154,754 $ 2017 151,560 $ 2018 602,954 $ 2017 589,833 5,855 4,233 10,088 3,181 2,983 3,339 174,345 $ 4,261 21,272 25,533 2,781 3,330 736 183,940 $ 26,384 44,302 70,686 13,356 7,932 8,563 703,491 $ 20,752 86,575 107,327 11,624 6,225 7,806 722,815 3,373 3,617 432 (676) (3) 3,195 3,160 412 (377) (26) 177,715 $ 187,109 $ 14,380 1,780 (2,983) 200 716,868 $ 12,336 1,893 (1,326) 132 735,850 3,771 $ 1,148 $ 10,343 $ 9,699 $ $ $ $ (i) Represents a non-GAAP measure. Refer to the same property NOI in the Presentation of Financial Information and Non-GAAP Measures section (ii) (iii) of this MD&A. 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. 2018 Same property NOI for the year ended December 31, 2018 increased 2.2% or $13.1 million compared to the same period in 2017. Approximately $6.8 million of the increase is related to higher occupancy, renewal rate growth and contractual rent increases and $8.3 million is due to Target backfills and other expansion and redevelopment projects completed in 2018 and 2017, which is offset by $2.0 million negative effect as a result of the Sears closures. As a component of total same property NOI growth, same property NOI from RioCan's properties in Canada's six major markets increased 2.6% and same property NOI from its secondary markets properties increased 0.2% for the year ended December 31, 2018 when compared to the same period in 2017. Total NOI for the year decreased $19.3 million primarily due to a $36.6 million decrease as a result of property dispositions (net of acquisitions), partially offset by the aforementioned $13.1 million same property NOI growth, $1.7 million in increased NOI from completed developments that are not considered same property for comparable period purposes, $1.7 million in higher lease cancellation fees and $0.8 million higher straight-line rent. Q4 2018 Same property NOI for the three months ended December 31, 2018 increased 2.1% or $3.2 million compared to the same period in 2017. Approximately $1.9 million of the increase related to higher occupancy, renewal rate growth and contractual rent increases and $1.5 million is due to an increase in NOI from Target backfills and other expansion and re-development projects completed, which is offset by $0.2 million negative effect as a result of the Sears closures. 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 1.3% compared to the same period in 2017 for the three months ended December 31, 2018. Total NOI during the quarter decreased by $9.6 million primarily due to a $15.4 million decrease as a result of property dispositions (net of acquisitions) and a $0.3 million decrease in lease cancellation fees, partially offset by the aforementioned $3.2 million same property NOI growth, $2.6 million higher straight-line rent, and $0.4 million increased NOI from completed developments that are not considered same property for comparable period purposes. 39 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Other Income The components of other income are as follows: (thousands of dollars) Interest income Income from equity-accounted investments Fair value gains on investment properties, net Investment and other income (loss) Other income Three months ended December 31 Year ended December 31 2018 2,861 $ 5,848 29,230 (3,020) 34,919 $ 2017 1,950 $ 3,782 71,013 11,979 88,724 $ 2018 11,452 $ 11,174 18,304 20,316 61,246 $ 2017 7,586 15,719 136,942 57,014 217,261 $ $ Interest income for the three months and year ended December 31, 2018 was higher than the same periods in 2017 primarily due to new mortgages and loans receivable advanced during fiscal 2018 at higher interest rates. In addition, for the year ended December 31, 2018, the increase over the prior year was partially attributable to fair value gains on mortgages and loans receivable that were measured at fair value through profit and loss (FVTPL). 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, 2018, fair value gains on investment properties of $29.2 million were recognized compared to fair value gains of $71.0 million in the same period last year resulting in $41.8 million lower net income year over year. For the year ended December 31, 2018, we recognized fair value gains on investment properties of $18.3 million compared to fair value gains of $136.9 million in the same period last year resulting in $118.6 million lower net income. The changes in fair value gains were primarily due to revaluation of specific development properties, changes in capitalization rates and NOI adjustments to certain income producing properties. Investment and other income (loss) primarily includes realized gains (losses) on the sale of marketable securities as well as related dividend income, transaction gains (losses) on the sale of investment properties, and effective January 1, 2018 unrealized fair value gains (losses) on marketable securities pursuant to IFRS 9. As noted in the Significant Accounting Policies and Estimates section of this MD&A and as described more fully in notes 19 and 37 to the 2018 Annual Consolidated Financial Statements, the Trust adopted IFRS 9 without restatement of prior periods, effective January 1, 2018. Pursuant to IFRS 9, the Trust recognizes all realized and unrealized gains (losses) on marketable securities in net income effective January 1, 2018. During the comparative period in 2017, unrealized fair values gains (losses) were recorded in other comprehensive income while realized gains (losses) were recorded in net income upon the sale of the marketable securities. During the three months ended December 31, 2018, the decrease in investment and other income of $15.0 million over the comparable period in 2017 was primarily due to $1.3 million in lower realized gains on the sale of marketable securities and a $14.0 million change in unrealized fair value on marketable securities which is recorded in investment and other income upon the adoption of IFRS 9, and $1.1 million in lower income earned on marketable securities, partially offset by $1.4 million in higher transaction gains and other income. During the year ended December 31, 2018, the decrease in investment and other income of $36.7 million over the comparable period in 2017 was primarily due to $13.3 million in higher realized gains on the sale of marketable securities, offset by $42.8 million change in unrealized fair value on marketable securities which is recorded in investment and other income upon the adoption of IFRS 9, $5.6 million in lower income earned on marketable securities and $1.6 million in lower transaction gains and other income. For clarity, during the three months and year ended December 31, 2018, the Trust realized gains on the sale of marketable securities of $9.2 million and $59.2 million, respectively (three months and year ended December 31, 2017 - $10.5 million and $46.0 million, respectively). Other Expenses Interest Costs The components of interest costs are as follows: (thousands of dollars) Total interest Interest costs capitalized (i) Net interest Percentage capitalized Three months ended December 31 2018 2017 Year ended December 31 2018 $ $ $ $ 52,639 (10,198) 42,441 19.4% 50,385 (7,996) 42,389 15.9% $ $ $ $ 206,743 (38,444) 168,299 18.6% 2017 199,817 (28,399) 171,418 14.2% (i) Includes amounts capitalized to properties under development and residential inventory. 40 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Total interest costs increased by $2.3 million and $6.9 million, respectively, for the three months and the year ended December 31, 2018 compared to the same periods in 2017 primarily due to higher average debt balances and higher average cost of debt. As at December 31, 2018, the weighted average effective interest rate of our total debt is 3.55% (December 31, 2017 - 3.35%). Interest capitalized to property under development for the three months and year ended December 31, 2018 increased by $2.2 million and $10.0 million, respectively, compared to the same periods in 2017, due to development progress, resulting in higher development costs on the consolidated balance sheet. Interest was capitalized to properties under development and residential inventory at weighted average effective interest rates of 3.52% and 3.46% for the three months and year ended December 31, 2018, respectively (three months and year ended December 31, 2017 – 3.49% and 3.54%, respectively). As a result of the changes in total interest costs and interest costs capitalized, net interest costs was relatively flat and decreased by $3.1 million, respectively, for the three months and the year ended December 31, 2018 compared to the same periods in 2017. General and Administrative ("G&A") The components of general and administrative expenses are as follows: (thousands of dollars) Three months ended December 31 Year ended December 31 2018 2017 2018 Non-recoverable salaries and benefits $ 12,573 $ 11,023 $ 47,766 $ Capitalized to development and residential inventory (i) Internal leasing salaries and benefits Non-recoverable salaries and benefits, net Unit-based compensation expense Depreciation and amortization Other general and administrative (ii) (2,081) (2,255) 8,237 1,476 1,144 3,826 (2,206) (2,839) 5,978 1,562 5,712 4,871 (9,202) (9,352) 29,212 7,070 4,575 15,142 Total general and administrative expense $ 14,683 $ 18,123 $ 55,999 $ 2017 41,095 (8,538) (9,290) 23,267 3,911 9,865 15,517 52,560 Total general and administrative expense as a percentage of rental revenue 5.3% 6.3% 5.0% 4.6% (i) Include salaries and benefits related to properties under development and residential inventory, as well as landlord work. (ii) Primarily includes information technology costs, public company costs, travel, marketing, legal and professional fees, as well as trustee costs. 2018 For the year ended December 31, 2018, G&A expenses increased $3.4 million or 6.5% primarily due to the net effect of the following: • • • • $5.9 million higher net non-recoverable salaries and benefits primarily due to $7.5 million of severance costs partially offset by the resulting salaries & benefits costs savings; and $3.2 million higher unit-based compensation expense primarily due to mark to market adjustment related to employee cash- settled unit-based compensation costs; partially offset by, $5.3 million lower depreciation and amortization expense mainly as a result of accelerated depreciation of certain management information systems in Q4 2017; and $0.4 million lower other general and administration fees primarily due to lower IT and other consulting fees. Severance costs were incurred during the year as the Trust further streamlined its organizational structure to maximize operational efficiency and focus on the major markets, which will further drive same property NOI and FFO growth. Since September 30, 2017, there has been a net reduction of 69 employees. Q4 2018 For the three months ended December 31, 2018, G&A expenses decreased $3.4 million or 19.0% primarily due to: • • • $4.6 million lower depreciation and amortization expense mainly as a result of accelerated depreciation of certain management information systems in Q4 2017; $1.0 million lower other general and administration fees primarily due to mark to market adjustment related to trustee cash- settled unit-based compensation costs and lower professional consulting fees; partially offset by, $2.3 million higher net non-recoverable salaries and benefits primarily due to severance costs. 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, 2018, leasing costs were relatively flat relative to the prior year same periods. Transaction and Other Costs Transaction and other costs increased $0.9 million and $8.2 million for the three months and year ended December 31, 2018, respectively, over the comparable period. The increase for the year was the net effect of increased disposition activities given the 41 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Trust's strategic disposition program partially offset by $2.6 million of costs associated with transactions the Trust decided not to pursue further and a $2.6 million fair value market adjustment to a loan receivable, both which occurred in 2017 and did not recur in 2018. Funds from Operations (FFO) RioCan’s method of calculating FFO is in compliance with the REALPAC whitepaper issued in February 2018 except that effective January 1, 2018 upon the adoption of IFRS 9, RioCan excludes unrealized fair value gains or losses on marketable securities in its calculation of FFO and continues to include realized gains or losses on marketable securities in FFO. Refer to the Non-GAAP Measures section of this MD&A for more detailed discussion. 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) Net income from continuing operations attributable to unitholders Add back/(Deduct): Three months ended December 31 Year ended December 31 2018 149,959 $ $ 2017 209,735 $ 2018 527,362 $ 2017 708,265 Fair value (gains) losses, net (29,230) (71,013) (18,304) (136,942) Fair value (gains) losses included in equity accounted investments Deferred income tax expense (recovery) Internal leasing costs Transaction (gains) losses on investment properties, net (i) Transaction costs on sale of investment properties Change in unrealized fair value on marketable securities (ii) Preferred unit distributions FFO from continuing operations Net income 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 Transaction gains 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) (3,258) (540) 2,862 54 4,655 13,965 — 2,472 (1,320) 3,265 — 993 — — (1,222) (1,440) 11,294 (78) 17,760 42,767 — 408 (320) 10,882 (1,275) 5,136 — (3,514) 138,467 $ 144,132 $ 578,139 $ 582,640 (794) $ (62) $ 741 $ 7,021 14 745 — (35) $ 138,432 $ 0.45 $ 0.45 $ 306,225 306,295 73 75 — 86 $ 144,218 $ 0.44 $ 0.44 $ 326,040 326,155 155 1,188 — 2,084 $ 580,223 $ 1.85 $ 1.85 $ 313,936 314,024 77.9% (549) (2,871) (1,644) 1,957 584,597 1.79 1.79 326,805 326,929 78.8% $ $ $ $ $ $ (i) Represents net transaction gains or losses connected to certain investment properties during the period. (ii) Adjustment is a result of adopting IFRS 9 on January 1, 2018 without prior period restatement. The $4.8 million fair value losses and $16.5 million fair value gains on marketable securities under IFRS 9 for the three months and year ended December 31, 2018, respectively, include both the change in unrealized fair value and realized gains on the sale of marketable securities during the current period. Refer to the Adoption of New Accounting Standards section of this MD&A and notes 19 and 37 of the 2018 Annual Consolidated Financial Statements for a more fulsome discussion on the impact of IFRS 9 on the 2018 Annual Consolidated Financial Statements. By adding back the change in unrealized fair value on marketable securities, RioCan effectively continues to include realized gains or losses on the sale of marketable securities in FFO and excludes unrealized fair value gains or losses on marketable securities from FFO. Refer to the Non-GAAP Measures section of this MD&A for a more detailed discussion on FFO and IFRS 9's impact on FFO. Includes transaction costs associated with the disposal of U.S. investment properties. (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 Non-GAAP Measures section of this MD&A. FFO Highlights 2018 FFO for the year ended 2018 is $580.2 million compared to $584.6 million in the comparable period in 2017, representing a decrease of approximately $4.4 million or 0.7%. On diluted per unit basis, FFO is $1.85 compared to $1.79, representing an increase of $0.06 per unit or 3.3%. 42 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Continuing Operations FFO from continuing operations decreased from $582.6 million during 2017 to $578.1 million in 2018, representing a decrease of $4.5 million or 0.8%. The $4.5 million decrease in FFO from continuing operations for the period was primarily due to the net effect of the following: • • • • • • • • • $17.1 million in lower operating income primarily due to property dispositions (net of acquisitions) as part of the Trust's strategic disposition program, net of same property NOI growth, higher fee income and higher income from development; $6.2 million in lower income from equity-accounted investments, excluding fair value gains (losses), primarily due to higher interest costs and income timing; $5.6 million in lower dividend income from marketable securities; $3.4 million in higher general and administrative expenses primarily due to higher severance costs and mark to market adjustments associated with cash-settled unit-based compensation net of accelerated depreciation of certain management information systems in 2017; partially offset by, $13.3 million increase in realized gains on marketable securities sold; $4.4 million decrease in transaction and other costs primarily due to a 2017 one-time fair market value adjustment to a loan receivable and 2017 costs associated with transactions the Trust decided to not to pursue further; $3.9 million increase in interest revenue primarily due to new mortgages and loans receivable advanced during fiscal 2018 at higher interest rates; $3.5 million less Series C preferred unit distributions; and $3.1 million decrease in interest expense due to higher capitalized interest given development progress. Discontinued Operations FFO from discontinued operations of $2.1 million in 2018 was mainly due to the partial reversal of bad debt provisions based on receivable collections to date and the reversal of general and administrative expense accruals. Q4 2018 FFO for the fourth quarter of 2018 is $138.4 million compared to $144.2 million in the comparable period in 2017, representing a decrease of approximately $5.8 million or 4.0%. On a diluted per unit basis, FFO is $0.45 compared to $0.44, representing an increase of $0.01 per unit or 2.2%. Continuing Operations FFO from continuing operations decreased from $144.1 million in the fourth quarter of 2017 to $138.5 million in the comparable period in 2018, representing a decrease of $5.7 million or 3.9%. The $5.7 million decrease in FFO from continuing operations for the quarter was primarily due to the net effect of the following: • • • • • • • • $8.1 million in lower operating income mainly as a result of dispositions (net of acquisitions), net of same property NOI growth and higher income from development; $3.7 million in lower income from equity-accounted investments, excluding fair value gains (losses), primarily due to income timing and higher interest costs; $1.3 million in lower realized gains on marketable securities sold; and $1.1 million in lower dividend income on marketable securities; largely offset by, $3.4 million in lower general and administrative expenses primarily due to accelerated depreciation of certain management information systems in Q4 2017, net of higher severance costs in Q4 2018; $2.6 million in lower transaction and other costs due to a 2017 one-time fair value adjustment to a loan receivable; $1.4 million in higher other income; and $0.9 million in higher interest revenue. Discontinued Operations FFO from discontinued operations was nominal during the fourth quarter of 2018 and for the same period in the prior year. FFO Payout Ratio For the year ended December 31, 2018, RioCan achieved its FFO payout ratio target of less than 80% and further improved it by 0.9% from 78.8% for 2017 to 77.9% for 2018. This improvement is mainly due to a small decrease in total FFO from 2017 to 2018 for reasons noted above despite substantial strategic dispositions completed and severance costs incurred and the impact of the 22.9 million units that have been repurchased and cancelled since October 2017 as part of the Trust's NCIB program using the disposition proceeds. 43 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 2018. The following table presents a reconciliation of cash provided by operating activities to ACFO: (thousands of dollars) Cash provided by operating activities 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 Realized gain on disposition of marketable securities Internal leasing costs related to development properties Taxes related to non-operating activities (iii) ACFO (iv) Three months ended December 31 Year ended December 31 $ 2018 128,325 $ 1,065 1,846 4,669 (6,000) (3,250) (2,000) 9,161 528 745 135,089 $ $ 2017 159,155 $ (6,898) 34,883 1,066 (6,875) (3,750) (2,500) 10,504 602 75 186,262 $ 2018 404,005 $ 78,736 9,180 17,915 (24,000) (13,000) (8,000) 59,239 2,084 1,188 527,347 $ 2017 354,028 192,813 44,415 4,587 (27,500) (15,000) (10,000) 45,981 2,009 (2,871) 588,462 (i) Includes working capital changes that, in management’s view and based on the REALPAC February 2018 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 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 2018 whitepaper. (iv) The ACFO definition per the REALPAC 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. 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 2018 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 2018 2017 2018 2017 $ (857) $ (75) $ (136) $ 121,773 (1,694) (31,422) 17,910 17,128 13,617 (34,084) 1,713 11,931 (11,367) 86 77,637 12,516 78,736 $ 19,196 5,615 37,519 8,710 192,813 Adjustments to working capital changes for ACFO $ 1,065 $ (6,898) $ Includes income tax payment (accrual) relating to the sale of our U.S. portfolio in May 2016. (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. As ACFO starts with cash provided by 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 2018 2017 2018 2017 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 $ $ 10,655 $ 1,065 11,720 $ 27,213 $ (6,898) 20,315 $ (79,468) $ (170,691) 78,736 (732) $ 192,813 22,122 44 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS ACFO Highlights 2018 ACFO for the year ended December 31, 2018 is $527.3 million compared to $588.5 million in the same period in 2017 representing a decrease of $61.1 million or approximately 10.4%. Excluding a one-time $29.2 million special distribution from equity accounting investments in 2017, ACFO decreased by $31.9 million for the year or approximately 5.4%, primarily due to the following: • • • • • • • • • • • • $22.9 million in lower net working capital increase relating to property operations; $17.8 million in lower operating income (net of straight-line rent) mainly as a result of dispositions, net of strong same property growth, higher fee income and higher income from development; $6.7 million in higher general and administrative expenses (excluding non-cash depreciation and amortization and non-cash compensation costs) primarily due to severance costs; $6.0 million decrease in distributions received from equity accounted investments; $5.6 million in lower income earned on marketable securities; $2.2 million in higher income from discontinued operations in the prior year; and $1.6 million in lower other income; partially offset by, $13.3 million increase in realized gains related to the sale of marketable securities; $7.5 million lower normalized capital expenditures; $3.9 million increase in interest revenue primarily due to new mortgages and loans receivable advanced during fiscal 2018 at higher interest rates; $3.1 million lower interest expense due to higher capitalized interest given development activities; and $2.6 million decrease in transaction and other costs primarily due to 2017 costs associated with transactions the Trust decided to not to pursue further. Q4 2018 ACFO for the three months ended December 31, 2018 is $135.1 million compared to $186.3 million in the same period in 2017 representing a decrease of $51.2 million or approximately 27.5%. Excluding a one-time $29.2 million special distribution from equity accounting investments in 2017, ACFO decreased by $22.0 million for the year or approximately 11.8%, primarily due to the net effect of the following: • • • • • • • • • $10.7 million in lower operating income (net of straight-line rent) mainly as a result of dispositions, net of same property growth and higher income from development; $8.6 million lower net working capital increase relating to property operations; $3.8 million decrease in distributions received from equity accounted investments; $1.3 million lower realized gains related to the sale of marketable securities; $1.1 million in lower dividend income on marketable securities; and $1.0 million in higher general and administrative expenses (excluding non-cash depreciation and amortization and non-cash compensation costs) primarily due to severance costs; partially offset by, $1.9 million lower normalized capital expenditures; $1.4 million in higher other income; and $0.9 million in higher interest revenue. The following tables present RioCan's ACFO payout ratio for the twelve months ended December 31, 2018 and 2017: (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, 2018 Q4 2018 Q3 2018 Q2 2018 Q1 2018 527,347 $ 135,089 $ 127,988 $ 139,910 $ 124,360 452,170 85.7% 110,366 112,370 114,110 115,324 (732) $ 11,720 $ (5,411) $ 6,297 $ (13,338) 45 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS (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 $ 117,583 460,944 115,154 115,363 115,264 115,163 78.3% 22,122 $ 20,315 $ 13,941 $ (858) $ (11,277) (i) The ACFO definition per the REALPAC 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, 2017, therefore, did not deduct preferred unitholder distributions of $3.5 million. The ACFO payout ratio for the twelve month period ended December 31, 2018 is 85.7%, which is 3.3% higher than the ACFO payout ratio of 82.4% for the comparable period in 2017 excluding a one-time special distribution of $29.2 million received during Q4 2017. The timing of working capital change, the $7.5 million of severance costs incurred during the year, and timing of distributions received from equity accounted investments are key factors contributing to this increase in ACFO payout ratio. 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 Total Portfolio (thousands of square feet) Total Portfolio Net Leasable Area (NLA) - At 100% (i) Income properties (ii) Properties under development (iii) Total NLA Net Leasable Area (NLA) - at RioCan's Interest (i) Income properties (ii) Properties under development (iii) Total NLA Occupancy Committed occupancy In-place occupancy Retail Office Total Commercial Residential Rental Total Portfolio 39,127 1,237 40,364 34,651 765 35,416 2,155 1,361 3,516 1,830 709 2,539 41,282 2,598 43,880 36,481 1,474 37,955 97.2% 96.2% 94.4% 93.0% 97.1% 96.1% — 1,457 1,457 — 726 726 n/a n/a 41,282 4,055 45,337 36,481 2,200 38,681 97.1% 96.1% (i) Excludes non-owned anchors. (ii) (iii) Includes NLA which has a rent commencement date on or before December 31, 2018. Includes the NLA for Active Projects with Detailed Cost Estimates under the Property Under Development section of this MD&A. Excludes condominium or townhouse units which are reported separately under Residential Inventory. Annualized Rental Revenue from Six Major Markets and GTA As at Six Major Markets (i) % of total annualized rental revenue % of total NLA GTA (ii) % of total annualized rental revenue % of total NLA December 31, 2018 December 31, 2017 85.4% 81.7% 46.8% 41.9% 76.1% 70.3% 40.9% 34.9% (i) The six Canadian major markets include the following: Calgary, AB; Edmonton, AB; Montreal, QC; Ottawa, ON (includes Gatineau region); Toronto (includes the GTA), ON; and Vancouver, BC. (ii) The GTA extends north to Barrie, Ontario; west to Hamilton, Ontario; and east to Oshawa, Ontario. The GTA definition has been extended from Burlington to Hamilton effective January 1, 2018. 46 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS The increases in the percentage of total annualized rental revenue from the six major markets overall and from the GTA in particular as of December 31, 2018 relative to December 31, 2017 were primarily due to the nearly $1.0 billion secondary market asset dispositions completed in 2018 and the strong 2.6% same property NOI growth achieved for the Trust's six major market portfolio, as well as development completions during the year, which are all located in the six major markets. The Trust is progressing well towards its targets of greater than 90% and 50% of total annualized rental revenue from the six major markets and the GTA, respectively. NLA and Occupancy by Markets The NLA for income producing properties, committed and in-place occupancy rates for our commercial property portfolio at RioCan’s interest are as follows: At RioCan’s Interest As at December 31 Commercial Six Major Markets: Greater Toronto Area (i) Ottawa (ii) Calgary Montreal Vancouver (iii) Edmonton Total Commercial Six Major Markets Total Commercial Secondary Markets Total Commercial NLA for Income Producing Properties (in thousands of sq.ft.) Committed Occupancy In-Place Occupancy 2018 2017 2018 2017 2018 2017 15,295 14,597 4,820 3,220 2,951 1,791 1,738 29,815 6,666 36,481 4,889 3,196 3,201 1,790 1,723 29,396 12,411 41,807 98.0% 98.8% 98.8% 92.6% 99.3% 98.0% 97.7% 94.1% 97.1% 97.5% 98.0% 98.6% 95.3% 98.7% 98.4% 97.6% 94.3% 96.6% 96.9% 96.7% 98.3% 92.4% 98.9% 97.0% 96.7% 93.2% 96.1% 96.1% 97.7% 97.6% 93.9% 98.6% 97.3% 96.5% 93.5% 95.6% (i) Area extends north to Barrie, Ontario; west to Hamilton, Ontario; and east to Oshawa, Ontario. (ii) Area extends from Nepean and Vanier to Gatineau, Quebec. (iii) Area extends east to Abbotsford, British Columbia. As at December 31, 2018, NLA at RioCan's interest was 36,481,000 square feet compared to 41,807,000 square feet as at December 31, 2017. This decrease of 5,326,000 square feet of NLA in 2018 was primarily due to 6,100,000 square feet of dispositions in the secondary markets pursuant to the acceleration of the major market focus strategy, partially offset by transfers and an increase in income producing NLA as a result of 799,000 square feet of development completions during the year. The table above breaks down our committed occupancy (tenants that have signed leases) and in-place occupancy (tenants that are in possession of their space) by market. As at December 31, 2018, the gap between committed and in-place occupancies was 100 basis points, same as at December 31, 2017. Committed and in-place occupancies showed strong improvements when compared to the prior year end. Both occupancy metrics for the total portfolio increased by 50 basis points when compared to December 31, 2017, reaching 97.1% and 96.1% respectively, as of December 31, 2018. Major market assets outperformed secondary market assets in both committed and in- place occupancies, which further improved by 10 basis points and 20 basis points, respectively, from 2017 to 2018, reaching 97.7% and 96.7% respectively as of December 31, 2018. 47 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Future Lease Commencements Subsequent to Q4 2018, we expect to generate approximately $10.4 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, 2018. This includes base rent, operating cost recoveries and straight-line rent, but excludes operating costs capitalized while a property is under redevelopment. An IFRS rent commencement timeline for the NLA on our properties (at RioCan's interest) that have been leased but are not currently in possession as at December 31, 2018 is as follows: 3 378 0.8% 100.0% 6 869 0.7% 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 2019 Q2 2019 Q3 2019 Q4 2019+ 378 378 179 179 47.4% 47.4% 148 327 39.2% 86.6% 48 375 12.6% 99.2% Monthly net incremental IFRS rent commencing (ii) $ 10,428 $ Cumulative monthly net incremental IFRS rent commencing $ 10,428 $ 869 $ 869 $ 520 520 $ $ 258 778 $ $ 85 863 $ $ % of net incremental IFRS rent for NLA commencing Cumulative % total net incremental IFRS rent commencing 59.8% 59.8% 29.7% 89.5% 9.8% 99.3% Includes NLA expected to be completed from expansion and redevelopment projects. (i) (ii) Based on monthly IFRS rental revenue. Average Net Rent The portfolio weighted average net rent per occupied square foot for our income producing properties is as follows: As at Average net rent per occupied square foot (i) December 31, 2018 $ 19.07 $ December 31, 2017 17.75 (i) Net rent is primarily contractual base rent pursuant to tenant leases. The 7.4% increase in average net rent per occupied square foot from $17.75 as of December 31, 2017 to $19.07 as of December 31, 2018 reflects the significant improvement in the quality of the Trust's portfolio as it disposes secondary market assets, develops new assets and drives for stronger same property NOI growth. New Leasing Activity (in thousands, except per sqft amounts) New Leasing NLA at 100% Average net rent per square foot (i) Three months ended December 31 Year ended December 31 2018 359 25.61 $ 2017 527 19.16 $ 2018 2,243 24.51 $ 2017 1,996 19.61 $ (i) Net rent is primarily contractual base rent pursuant to tenant leases. Includes new square footage that has not previously been tenanted and existing square footage leased to a new tenant. Average net rent per square foot on new leasing activity increased by $4.90 or 25.0% from 2017 to 2018. The increase was primarily due to the increase in our major market focus and new leases on our development projects which are all major market focused. The 2018 new leases include three leases with large office tenants at The Well. The timing and location of new leases completed during the comparable periods affect the change in the above average net rent per square foot during the comparable periods. Renewal Leasing Activity A summary of our 2018 and 2017 commercial renewal leasing activity is as follows: Three months ended December 31 Year ended December 31 (in thousands, except percentage and per sqft amounts) Square feet renewed at market rental rates (at 100%) Square feet renewed at fixed rental rates (at 100%) Total square feet renewed (at 100%) Average net rent per square foot (i) Renewal leasing spread in average net rent (ii) Renewal leasing spread percentage (ii) (iii) Retention ratio $ $ 2018 684 387 1,071 20.66 0.98 5.0% 91.2% $ $ 2017 500 228 728 $ $ 20.91 0.89 4.5% 87.5% 2018 3,210 2,256 5,466 18.27 0.47 2.6% 91.2% $ $ 2017 2,656 1,853 4,509 18.99 1.04 5.8% 91.1% 48 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS (i) Net rent is primarily contractual base rent pursuant to tenant leases. (ii) Represents increase in average net rent per square foot for renewal leasing. (iii) Represents percentage increase in average net rent per square foot for renewal leasing. Renewal leasing spread on tenant renewals increased by $0.98 or 5.0% for the three months ended December 31, 2018 over the prior year comparable period while the retention ratio increased to 91.2%. For the year ended December 31, 2018, the renewal leasing spread percentage was dampened by eleven leases with an anchor. Excluding these eleven leases, the percentage increase in average net rent per square foot would have been 4.6% for the year. Most of the eleven lease renewals occurred at properties located in secondary markets, of which one large property has since been sold subsequent to the year end. Blended Leasing Spread - New Leasing and Renewal Leasing As at Blended leasing spread for both new and renewal leasing (i) Three months ended December 31 Year ended December 31 2018 10.7% 2017 4.9% 2018 5.0% 2017 5.7% (i) The blended leasing spread is the weighted average net rent leasing spread for both renewal leasing as discussed in the previous section of this MD&A and new leasing. For new leasing, the spread is calculated based on percentage change in net rent between new leases and the respective previous leases for units that have been vacant for two years or less as of the respective comparable period end dates. In other words, the new leasing spread excludes any space that has not previously been tenanted (such as a newly completed development) or has been vacant for longer than two years. As this is the first year for the Trust to report blended leasing spread, the new leasing spread used in calculating the blended renewal and new leasing spread for comparable periods in 2017 and 2018 are calculated only for properties that the Trust owns as of December 31, 2018. Given that nearly $1.0 billion secondary market asset was disposed during 2018, it is not meaningful to calculate the 2017 new leasing spread for properties the Trust no longer owns as of December 31, 2018. On a going forward basis, however, the quarterly new leasing spread will be calculated for properties owned by the Trust as of each quarter end date. The annual new leasing spread will be the weighted average of quarterly new leasing spreads as reported over the four quarters of a year. Excluding the eleven lease renewals with an anchor tenant as discussed under Renewal Leasing Activity section of this MD&A, the blended renewal and new leasing spread would have been 6.8% for the year ended December 31, 2018. For the three months ended December 31, 2018, the increase in the blended renewal and new leasing spread over the prior year same quarter was primarily due to leasing of the former Sears space, as well as the timing and location of new leases completed during the quarter. Sears Space Leasing Update RioCan is progressing well on the re-leasing of the former Sears premises, with leases completed or in the final stages of negotiation, which will generate approximately 120% of the lost annual rental revenue while representing 284,000 square feet (at RioCan’s interest) or 74% of the vacated Sears space. Replacement rent on the entire space is expected to exceed previous rent from Sears by $4.84 per square foot (55% increase). 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, a number of tenants took possession of their spaces in the second half of 2018 and we anticipate that the remaining replacement tenants will be in possession of their spaces in the first half of 2019. Other Store Closures 2018 saw limited store closures, none of which is expected to have a material impact on the Trust's operations. The Bombay/Bowring/Fluid Brands group submitted a notice of intent in October 2018 to make a proposal under the Bankruptcy and Insolvency Act with the intention of restructuring its operations. RioCan had 25 locations under lease representing approximately 128,000 square feet at RioCan’s interest or 0.4% of total NLA as of the year end. All leases were disclaimed in December 2018 and in January 2019. The Trust expects to lease the units in the normal course, but these disclaimed leases may have a short term impact on same property NOI growth for part of 2019. 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 Total IPP NLA 36,481 2019 3,038 8.3% 2020 4,071 11.2% 2021 4,548 12.5% 2022 3,614 9.9% 2023 4,423 12.1% $ 19.69 $ 19.47 $ 18.86 $ 21.26 $ 20.13 49 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Contractual Rent Increases Certain of our leases provide periodic increases in rates during the lease terms which contribute to growth in same property NOI. Contractual rent increases in each year for the next five years for our properties are as follows: At RioCan's interest (in thousands of dollars) For the years ending 2019 2020 2021 2022 Contractual rent increases $ 8,864 $ 5,237 $ 4,874 $ 4,481 $ 2023 3,671 Above contractual rent increases are based on existing leases as of December 31, 2018 and are on a year-over-year incremental increase basis. The contractual rent increases are higher in 2019 as they reflect more market rent changes as a result of new leasing and renewals completed in 2018. Contractual rent increases in 2020 as shown above are additional increases over 2019 contractual rent increases on a year-over-year incremental basis, which tend to be lower than in 2019 as it reflects more of annual inflationary rent increases. The above schedule is on a cash rent basis and takes into account the timing of contractual rent increases year over year (in other words, not on an annualized basis but based on a year-over-year cash rent change basis). 50 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 the fundamentals remain solid. The Trust is adapting to the ever changing retail landscape and incorporates future trends and growth patterns in its strategy and operation. The Trust has been increasing its major market focus while evolving its tenant mix to better suit community 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, apparel, entertainment and hobby retailers, and increasing its tenant mix in the sectors that have demonstrated growth and resilience such as grocery, pharmacies, restaurants, personal services, specialty retailers and value retailers. As of December 31, 2018, 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. 51 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Top 30 Tenants We strive to reduce our exposure to rental revenue risk in our portfolio through geographical diversification, staggered lease maturities, investment in residential developments, growing major market portfolio, diversification of revenue sources, 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, 2018, RioCan’s 30 largest tenants measured by annualized gross rental revenue have the following profile: Rank Tenant name 1 2 3 4 5 Loblaws/Shoppers Drug Mart (ii) Canadian Tire Corporation (iii) Cineplex/Galaxy Cinemas The TJX Companies, Inc.(iv) Metro/Super C/Loeb/Food Basics 6 Walmart 7 8 9 10 11 Sobeys/Safeway Recipe Unlimited (v) Lowe's Dollarama Staples/Business Depot 12 Michaels 13 PetSmart 14 GoodLife Fitness 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 TD Bank Bank Of Montreal Reitmans (vi) Chapters/Indigo Best Buy Leon's/The Brick The Bay/Home Outfitters (vii) LA Fitness DSW/Town Shoes/The Shoe Company Liquor Control Board of Ontario (LCBO) Tim Hortons/Burger King/Popeyes Bed Bath & Beyond The Bank Of Nova Scotia Value Village Jysk Linen Rexall Pharma Plus 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) 4.5% 4.2% 4.2% 4.1% 2.8% 2.7% 1.7% 1.6% 1.6% 1.5% 1.4% 1.4% 1.3% 1.2% 1.1% 1.1% 0.9% 0.9% 0.9% 0.7% 0.7% 0.7% 0.7% 0.6% 0.6% 0.6% 0.6% 0.6% 0.5% 0.5% 69 66 27 70 37 17 23 84 11 70 29 26 28 25 47 36 51 19 14 12 9 8 29 20 60 10 26 12 13 11 1,783 1,830 1,448 1,881 1,519 2,067 823 417 1,315 636 648 532 460 523 237 247 270 291 296 305 472 306 218 182 154 243 126 286 314 116 4.9% 5.0% 4.0% 5.2% 4.2% 5.7% 2.3% 1.1% 3.6% 1.7% 1.8% 1.5% 1.3% 1.4% 0.6% 0.7% 0.7% 0.8% 0.8% 0.8% 1.3% 0.8% 0.6% 0.5% 0.4% 0.7% 0.3% 0.8% 0.9% 0.3% 45.9% 959 19,945 54.7% 7.9 6.0 8.0 6.1 7.4 9.3 8.0 7.4 9.9 5.4 5.8 6.8 6.0 10.5 5.9 5.4 4.2 9.5 3.6 4.4 10.7 8.9 6.2 10.3 7.1 6.8 4.8 5.8 8.2 8.4 7.2 (i) Weighted average remaining lease term based on annualized gross rental revenue. (ii) Loblaws/Shoppers Drug Mart includes No Frills, Fortinos, Zehrs Markets, Joe Fresh, Dominion and Maxi. (iii) Canadian Tire Corporation includes Canadian Tire, PartSource, Mark’s, Sport Chek, Sports Experts, National Sports and Atmosphere. (iv) The TJX Companies, Inc. includes Winners, HomeSense and Marshalls. (v) Formerly Cara Operations Limited. (vi) Reitmans includes Penningtons, Smart Set, Addition Elle and Thyme Maternity. (vii) Excludes RioCan's proportionate share of the equity-accounted investment in the RioCan-HBC Joint Venture which owns ten HBC wholly-owned properties and HBC's 50% of the two properties that are 50/50 owned by RioCan and HBC. 52 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS ASSET PROFILE Investment Property Refer to note 5 of the 2018 Annual Consolidated Financial Statements for the change in consolidated IFRS carrying values of our income 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 Chief Operating Officer, the Senior Vice President & 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 2018, the Trust obtained a total of 31 external property appraisals (including appraisals for 7 vacant land parcels), which supported an IFRS fair value of approximately $2.1 billion or 16% of the Trust's investment property portfolio as of December 31, 2018. 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 (ii) Weighted average capitalization rate December 31, 2018 December 31, 2017 5.21% 7.27% 5.49% 5.28% 6.32% 5.56% Includes properties located in the six major Canadian markets of Calgary, Edmonton, Montreal, Ottawa, Vancouver and the Greater Toronto Area. (i) (ii) The change in the total average portfolio capitalization rate reflects the change in the relative weightings of the major markets and secondary market assets in the total portfolio. During the year ended December 31, 2018, the overall average portfolio capitalization rates compressed by 7 basis points when compared to December 31, 2017 and compressed by 2 basis points when compared to September 30, 2018, primarily as a result of capitalization rate compression in major markets and the sale of secondary market assets which are valued at higher than average capitalization rates. The fair value gains for Q4 2018 and for the year were primarily driven by these capitalization rate changes, higher stabilized net operating income on certain income properties and updated valuation estimates on specific development properties. The 95 basis points increase in the weighted average capitalization rate of secondary markets when compared to December 31, 2017 and 26 basis points increase when compared to September 30, 2018 resulted from changes in composition of the secondary market assets as the Trust continues to sell secondary market assets and adjustments to capitalization rates based on latest market conditions. 53 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Income Property Acquisitions During 2018 During the year ended December 31, 2018, RioCan completed acquisitions of interests in six income producing properties aggregating $105.2 million, comprised of approximately 273,000 square feet at RioCan's interests. In connection with these acquisitions, RioCan assumed mortgages with fair value of $38.6 million, which included a mark to market adjustment of $2.5 million. • • • • • • In September 2018, acquired the remaining 20% interest in the Silver City property located in Gloucester, Ontario, for $9.6 million including transaction costs, at a capitalization rate of 6.67% and assumed $6.9 million debt. In September 2018, acquired the remaining 40% interest in the RioCan Centre Belcourt located in Ottawa, Ontario, for $26.6 million including transaction costs, at a capitalization rate of 6.42% and assumed $16.8 million debt. In June 2018, acquired the remaining 25% interest in Herongate Shopping Centre in Ottawa, Ontario, for a purchase price of $13.4 million including transaction costs and assumed $5.4 million debt. In June 2018, acquired an additional 20% interest in Shoppers City East in Ottawa, Ontario, for an aggregate purchase price of $10.9 million including transaction costs, with no debt assumed. In connection with this acquisition, RioCan increased its ownership interest in this property to 82.8%. The Shoppers City East acquisition included both income producing property ($5.1 million) and property under development ($5.8 million). In January 2018, acquired Thickson Centre in Whitby, Ontario for a purchase price of $31.7 million, including transaction costs at a capitalization rate of 6.16% with no assumption of debt. In January 2018, acquired the remaining one third interest in Green Lane Centre in Newmarket, Ontario, for a purchase price of $18.9 million, including transaction costs at a capitalization rate of 5.65% and assumed a mortgage with a fair value of $9.4 million, which included a mark-to-market adjustment of $2.5 million. Subsequent to the year end, the Trust acquired one property located in Hamilton, Ontario, for a purchase price of $35.2 million at a weighted average capitalization rate of 6.21% and assumed a mortgage payable with a fair value of $14.2 million, which included a mark-to-market adjustment of $0.4 million. In addition, the Trust acquired the remaining 50% interest in one property located in Calgary, Alberta for a purchase price of $70.4 million at a weighted average capitalization rate of 5.83% and assumed a mortgage payable for $45.0 million. 54 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Income Property Dispositions During 2018 During the year ended December 31, 2018, the Trust disposed interests in fifty-six properties for sales proceeds aggregating $974.9 million. Details are provided in the table below. From October 2017 to December 31, 2018, as part of its acceleration of major markets focus strategy, the Trust disposed interest in sixty-two properties for sales proceeds aggregating $1.1 billion. Property name and location Q4 2018 Capitalization rate (i) Sales proceeds (thousands of dollars) Debt assumed by purchaser(s) (thousands) (ii) GLA disposed of at RioCan’s interest (thousands of sqft) Ownership interest disposed of by RioCan Churchill Plaza, Sault Ste. Marie, ON 7.49% $ 15,550 $ King Plaza, Oshawa, ON London Plaza, London, ON (iii) Aberdeen & Cecile, Hawkesbury, ON (iv) Six properties in PQ and ON (v) Bellfront Shopping Centre, Belleville, ON City View Plaza, Ottawa, ON Quispamsis Town Centre, Quispamsis, NB RioCan Niagara Falls, Niagara Falls, ON (vi) 4055 Carling, Ottawa, ON West Ridge Place, Orillia, ON Total Q4 2018 Q3 2018 Shoppers Drug Mart, Pembroke, ON Shoppers Drug Mart on Argyle, Caledonia, ON 506 & 510 Hespeler Rd, Cambridge, ON Mega Centre Rive-Sud, Levis, PQ 735 Queenston Road, Hamilton, ON Hartsland Market Square, Guelph, ON Four properties in PQ (vii) RioCan Centre Victoria, Whitby, ON (viii) RioCan Centre London North, London, ON Five properties in London, ON (ix) Flamborough Power Centre, Hamilton, ON Total Q3 2018 Q2 2018 Four properties in ON and BC (x) Six properties in ON (xi) King George Square, Belleville, ON Centre Carnaval, Trois Rivieres, PQ West Side Place, Port Colborne, ON Northumberland Square, Miramichi, NB Norwest Plaza, Kingston, ON Shoppers Drug Mart, Repentigny, PQ 410 King Street North, Waterloo, ON Total Q2 2018 Q1 2018 Collingwood Centre, Collingwood, ON GoodLife Plaza, St. Catherines, ON (xii) Dilworth SC, Kelowna, BC Vernon Square, Vernon, BC Gates of Fergus, Fergus, ON (viii) Total Q1 2018 Total 2018 Dispositions 5.59% 12.87% n/a 7.37% 7.79% 5.97% 8.21% 6.60% 6.52% 6.60% 14,050 4,000 1,100 107,600 14,735 14,050 12,526 11,800 6,570 15,850 $ 217,831 $ 6.46% $ 11,340 $ 5.26% 7.03% 6.06% 5.75% 9.34% 0.48% 6.36% 6.47% 6.82% 7,625 42,304 3,000 38,000 41,100 7,992 42,000 100,564 18,468 — — — — — — — — — — — — — — 26,145 — — — — — — — 143 34 122 17 1,066 110 60 83 132 103 106 1,976 34 13 394 9 109 589 49 105 516 187 $ 312,393 $ 26,145 2,005 6.08% $ 216,214 $ 7.12% 7.48% 5.63% 7.24% 6.76% 6.12% 4.96% 13,280 27,400 4,200 5,025 9,300 6,250 1,100 $ 282,769 $ 5.86% $ 64,802 $ — — — — — — — — — — 5.45% 4.49% 84,950 12,150 161,902 974,895 $ $ $ $ 32,725 — 32,725 58,870 926 82 185 93 57 40 17 2 1,402 348 294 75 717 6,100 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% (i) Capitalization rate is based on in-place NOI calculated on a trailing 12 month basis when the related sale agreement becomes firm. (ii) Excludes debt associated with property paid prior to or on closing. 55 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS (iii) This property was negotiated in tandem with the purchase of RioCan Centre London North which closed in Q3 2018. When both properties are considered together, sales proceeds of $46M are at a weighted average capitalization rate of 6.92%. (iv) Land parcel disposition. (v) Includes six Walmart properties located in New Liskeard, ON; Belleville, ON; Trenton, ON; Leamington, ON; Saint-Hyacinthe, PQ; and Lachute, PQ. (vi) The sale of a property in Niagara Falls, Ontario, which consisted of land and an income producing property portion, for sales proceeds of $11.8 million. The income producing portion was sold at a capitalization rate of 6.60%. (vii) Includes four properties: Centre Carnaval-Montreal, Montreal, PQ; Centre-Granby, Granby, PQ; Galeries Laurentides (retail), St-Antoine, PQ; and Levis Mall, Levis, PQ. (viii) The capitalization rate based on in-place NOI was very low on these deals as the sale price had incorporated income from tenants which would open later in 2018. (ix) Includes five properties all located in London, ON: Commissioners Court Plaza; Adelaide Centre; Wharncliffe Centre; Oakridge Centre; and RioCan Centre London South. (x) Includes four properties: RioCan Fairgrounds I&II in Orangeville, ON; Campus Estates in Guelph, ON; Cowichan Common in Duncan, BC; and (xi) Flamborough Walmart in Flamborough, ON. Includes six properties in Ontario: 2 King Street West, Bowmanville; 297 King Street East, Kingston; 270 Dundas Street East, London; 81 King Street West, Hamilton; 200 Ouellette Avenue, Windsor; and 79 Durham Street, Sudbury. (xii) The weighted average capitalization rate for the seven properties under the total portfolio deal with CT REIT is 6.12% based on in-place NOI. The initial five properties closed in Q4 2017. Refer to the Business Overview section of this MD&A for information on firm and conditional dispositions under contract as of February 11, 2019 and note 36 of the 2018 Annual Consolidated Financial Statements for deals closed subsequent to December 31, 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 $251.2 million as at December 31, 2018 on behalf of co-owners (December 31, 2017 - $348.9 million). Selected Financial Information of Joint Operations (Proportionate Share) (thousands of dollars) As at December 31, 2018 Allied Allied/Diamond (The Well) (iv) 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% 67% - 75% 50% - 83% 4 $ 197,503 $ 21,158 $ 1 5 1 2 1 3 1 1 2 4 2 17 293,528 100,363 52,580 230,355 83,298 496,449 82,030 276,273 97,605 164,392 107,619 377,437 31,777 49,348 28,940 19,478 45,994 271,947 4,105 179,529 14,582 11,126 37,022 112,996 Three months ended December 31, 2018 Year ended December 31, 2018 NOI (iii) 1,721 $ — 1,923 689 2,618 1,022 3,438 145 78 1,261 2,443 1,138 3,022 NOI (iii) 3,936 386 6,815 2,701 8,820 4,059 13,019 583 59 5,247 8,953 7,980 13,136 75,694 44 $ 2,559,432 $ 828,002 $ 19,498 $ Includes properties under development and is based on the number of proportionately owned properties as at December 31, 2018. (i) (ii) Assets and liabilities are stated at RioCan's proportionate share. (iii) Represents the proportionate share of NOI related to all properties for which we owned a proportionate interest during the reporting period. (iv) The Trust has a 50% interest in the commercial component and a 40% interest in the residential component of The Well project, excluding The Well Residential Building 6 which the Trust owns 50/50 with another partner, Woodbourne. 56 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Selected Financial Information of Joint Operations and Joint Ventures Total Assets (thousands of dollars) As at December 31, 2018 Proportionately consolidated joint operations Income properties PUD (i) Residential development inventory (iii) Other (ii) Total assets December 31, 2017 Allied $ 152,850 $ 8,517 $ 28,291 $ 7,845 $ 197,503 $ Allied/Diamond (The Well) (v) — 282,009 Bayfield CMHC Pension Fund CPPIB First Gulf KingSett Metropia/CD Metropia/Bazis Sun Life Tanger Trinity Other Total assets of proportionately consolidated joint operations Equity accounted joint ventures (iv): HBC (RioCan-HBC JV) Marketvest Corporation/Dale-Vest Corporation (Dawson-Yonge LP) 92,474 52,234 164,236 79,368 438,474 — 81,084 96,654 151,219 62,399 6,231 — 59,999 2,488 49,019 12,206 67,657 — 9,636 — — — — — — — 69,301 86,849 — — — 11,519 1,658 346 6,120 1,442 8,956 523 40,683 951 3,537 45,220 17,987 293,528 100,363 52,580 230,355 83,298 496,449 82,030 276,273 97,605 164,392 107,619 377,437 138,488 193,261 105,736 48,874 240,574 82,335 415,864 46,701 209,103 97,735 164,510 322,133 270,471 200,997 136,771 21,682 $ 1,571,989 $ 634,533 $ 206,123 $ 146,787 $ 2,559,432 $ 2,335,785 $ 255,536 $ — $ — $ 577 $ 9,371 — 169 256,113 $ 9,540 243,709 9,068 — — Total assets of equity accounted joint ventures 264,907 $ 1,836,896 $ 634,533 $ — 746 206,123 $ 147,533 $ 2,825,085 $ 265,653 252,777 2,588,562 (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 Windfield Farms townhouses 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, excluding The Well Residential Building 6 which the Trust owns 50/50 with another partner, Woodbourne. 57 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 KingSett Metropia/CD Metropia/Bazis Sun Life Tanger Trinity Other 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 Three months ended December 31 Year ended December 31 2018 2017 2018 2017 $ 1,721 $ — 1,923 689 2,618 1,022 3,438 145 78 1,261 2,443 1,138 3,022 19,498 $ 3,373 $ 122 3,495 22,993 $ $ $ $ 333 $ 34 2,129 608 2,050 1,036 3,034 85 — 1,326 2,387 3,911 3,071 20,004 $ 3,195 $ 125 3,320 23,324 $ 3,936 $ 386 6,815 2,701 8,820 4,059 1,341 194 7,042 2,190 6,473 4,147 13,019 11,426 583 59 5,247 8,953 7,980 13,136 75,694 $ 230 — 5,223 9,524 16,309 11,491 75,590 13,177 $ 12,903 503 13,680 89,374 $ 497 13,400 88,990 (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, 2018, the Trust's ownership interest in RioCan-HBC JV was 12.5% (December 31, 2017 - 12.0%). 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 (i) Non-current liabilities (ii) Net assets RioCan's share of net assets in RioCan-HBC JV (iii) December 31, 2018 December 31, 2017 $ $ $ 4,621 $ 2,028,739 362,726 418,151 1,252,483 $ 158,629 $ 10,045 2,003,865 12,747 782,892 1,218,271 147,897 (i) As at December 31, 2018, current liabilities include $365.6 million of mortgages payable and term loans. (ii) Includes mortgages payable and lines of credit with maturities beyond twelve months. (iii) 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 Three months ended December 31 Year ended December 31 $ $ $ 2018 35,111 $ 5,491 25,086 8,478 46,228 $ 5,772 $ 2017 32,466 $ 2,649 (5,467) 4,163 20,187 $ 2,407 $ 2018 142,496 $ 24,333 5,249 31,101 92,311 $ 11,357 $ 2017 129,766 11,387 (3,722) 18,386 96,271 11,347 58 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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. These include, but are 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, 2018, the estimated weighted average age of our income property portfolio is approximately 24 years (December 31, 2017 - approximately 24 years). Maintenance capital expenditures consist primarily of tenant improvements, third-party leasing commissions 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 market 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) 2018 2017 2018 2017 2018 2019 $ $ $ 8,060 $ 6,762 2,312 17,134 $ 5,655 22,789 $ 4,917 $ 30,469 $ 29,089 $ 5,122 9,424 10,195 6,372 4,934 16,411 $ 45,598 $ 50,953 $ 12,440 24,000 $ 13,000 8,000 45,000 $ 16,000 18,000 6,000 40,000 3,475 13,975 19,886 $ 59,573 $ 69,183 18,230 (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, 2018, our total capital expenditures on income properties were $22.8 million compared to $19.9 million for the same period in 2017. The $2.9 million increase was primarily due to $2.2 million in higher revenue enhancing expenditures and $3.1 million in higher payments for tenant improvements, partially offset by $2.4 million in lower recoverable and non-recoverable capital expenditures. Quarterly variations were primarily due to timing of expenditures. For the year ended December 31, 2018, our total capital expenditures on income properties were $59.6 million compared to $69.2 million for the same period in 2017. The $9.6 million decrease was primarily due to $6.7 million in lower recoverable and non-recoverable capital expenditures, and $4.3 million in lower revenue enhancing expenditures, partially offset by $1.4 million in higher payments for tenant improvements, RioCan's total maintenance capital expenditures for the year ended December 31, 2018 of $45.6 million were closely in line with 59 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS our normalized capital expenditures of $45.0 million for the period. The small difference was primarily due to the timing of expenditures. Refer to the Non-GAAP Measures section of this MD&A for details on how estimates of normalized capital expenditures are determined for 2018 and 2019. 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 opportunities also 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 incremental returns and increase the Trust's net asset value. The overall development environment in Canada is undergoing changes and development risks are becoming more prevalent. Refer to the Outlook and Risks and Uncertainties sections of this MD&A for discussions about the development environment and associated risks. Development risk management is essential to the Trust's successful implementation of its strategy. The Trust strategically and prudently manages its development risks as follows: • RioCan undertakes developments selectively based on opportunities in its portfolio and within the major markets it focuses on. • Development projects must be expected to generate appropriate risk-adjusted returns. The Trust will not commence construction until it has solid third-party market studies of the rental markets in the development areas and, where a large portion of the development has commercial space, the requisite leasing commitments pertaining to the commercial portion of the mixed-use developments are required. • RioCan’s well established and robust internal control framework ensures proper oversight over development approvals and construction management. • RioCan uses a staggered approach in its development program to avoid unnecessary concentration of development projects in a single period of time to allocate risks and manage the Trust's capital. The staggered development approach also enables proper allocation of personnel resources and ensures that the Trust’s experienced development team is at the appropriate scale, resulting in no overhead pressure for RioCan to take on development activities. • RioCan utilizes strategic alliances to reduce capital requirements and mitigate risks. • RioCan often already owns the assets under its development program which are income producing. This allows the Trust to manage the timing of development starts, and if needed, these assets can continue to generate income until the appropriate time to commence development is reached. This is becoming an increasingly important element of development risk management as construction costs and overall development costs are increasing. • RioCan's development team utilizes a variety of cost mitigation strategies, such as working with experienced construction managers early in the project design stage to ensure a project's constructibility and efficiency is maximized, ensuring construction drawings are finalized to the furthest extent possible prior to commencing construction, structuring construction management contracts such that the contracts are converted to fixed price contracts as soon as all the scope is defined thus limiting costs escalations, and so on. • 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 provide lower 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 section of this MD&A. Management's current estimates and assumptions as discussed throughout this Properties Under Development section of this MD&A are subject to change. Such changes may be material to the Trust. RioCan’s estimated NLA, estimated future development costs and estimated proceeds from disposition are based on assumptions which 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 60 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS consistent with these projections and may, therefore, materially differ from management's current estimates. In addition, 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, the costs, the phasing of the projects, or the development yields achieved. 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 which funds the 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, 2018, RioCan's investments in greenfield development and residential inventory as a percentage of consolidated unitholders' equity is 5.3% 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, 2018, the Trust is in compliance with all financial covenants pursuant to the operating line of credit and credit facility agreements including the one relating to the Trust's development activities. Refer to note 27 of the 2018 Annual Consolidated Financial Statements for further details. Development Pipeline RioCan's development pipeline as at December 31, 2018 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 (ix) 1 10 11 16 27 16 43 14 57 291 3,151 3,442 492 3,934 291 2,906 3,197 492 3,689 12,679 11,912 16,613 15,601 9,614 9,614 26,227 25,215 — 245 245 — 245 767 1,012 — 1,012 291 1,275 1,566 364 1,930 3,236 5,166 2,323 7,489 — 597 597 129 726 8,676 9,402 7,291 — 1,033 1,033 — 1,033 — 1,033 — 16,693 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. 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 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. (v) Urban Intensification projects include approximately 0.1 million square feet that are currently IPP. (vi) Expansion and Redevelopment projects include approximately 0.3 million square feet of vacant NLA which was primarily former Sears space prior to its redevelopment, with remaining 0.2 million square feet as incremental NLA. (vii) Active projects with cost estimates in progress include approximately 2.0 million square feet that are currently IPP. (viii) Future estimated density includes approximately 1.0 million square feet that are currently IPP. (ix) 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 of 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. Approximately 3.5 million square feet of NLA out of the total estimated 26.2 million square feet development pipeline as of December 31, 2018 is existing NLA which is currently income producing, resulting in net incremental density estimated at 22.7 million square feet as of December 31, 2018. When compared to the Trust's development pipeline as of December 31, 2017, the development pipeline square footage has not changed much despite the development completions during the year and sale of one large development project in a secondary market in British Columbia. This was largely because of an increase in our future estimated density, which reflects the Trust's ability to tap into its existing portfolio to identify intensification opportunities for a robust development pipeline over time. 61 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS A key milestone of the development process is to obtain the zoning approval. The following table breaks down the Trust's development pipeline (at RioCan's interest) by zoning status. As of the date of this MD&A, of total estimated NLA in the Trust's current development pipeline, approximately 42.9% have zoning approvals and an additional 20.5% have zoning applications submitted. (thousands of square feet) Zoning approved Zoning applications 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) 37 6 14 57 42.9% 11,239 10,438 20.5% 36.6% 5,374 9,614 5,163 9,614 801 211 — 100.0% 26,227 25,215 1,012 4,119 1,047 2,323 7,489 5,286 4,116 7,291 1,033 — — 16,693 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. 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 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. Zoned NLA decreased by 0.7 million square feet or 2.2% as compared to Q3 2018 due to 0.3 million square feet of project completions during Q4 2018 and the exclusion of a large project in British Columbia that was sold subsequent to the year end. Similarly, when compared to December 31, 2017, the Trust's zoned NLA declined by about 1.0 million square feet, mainly as a result of 0.8 million square feet of project completions during the year and the aforementioned large project that was sold subsequent to the year end. Estimated Project Costs RioCan's share of estimated development costs as of December 31, 2018 are summarized in the following table, which includes estimated costs for the 27 active PUD projects with detailed cost estimates (Category A as shown in the Development Pipeline table earlier), plus the current carrying costs of the development lands and other, net of projected proceeds from dispositions. Costs relating to condominiums or townhouse developments are excluded in the following table but included in Residential Inventory in the Annual Consolidated Financial Statements and in this MD&A. (thousands of dollars or thousands of square feet) Greenfield Development Urban Intensification Expansion & Redevelopment (iv) Active projects with detailed cost estimates Development Lands and Other (ii) Projected proceeds from dispositions (iii) Total Fair Value to Date Number of Projects Total PUD NLA (i) Total Estimated Costs At RioCan's Interest Costs Incurred to Date Completed (IPP) PUD Total Estimated PUD Costs to Complete 1 10 11 16 27 291 $ 110,896 $ 47,083 $ 39,248 $ 86,331 $ 24,565 2,906 3,197 492 1,534,587 1,645,483 241,841 218,315 265,398 — 477,802 517,050 124,956 696,117 782,448 124,956 838,470 863,035 116,885 3,689 $ 1,887,324 $ 265,398 $ 642,006 $ 907,404 $ 979,920 — — 298,431 (153,830) — — 298,431 298,431 — — — (153,830) $ 2,031,925 $ 265,398 $ 940,437 $ 1,205,835 $ 826,090 $ 340,225 $ 1,036,495 $ 1,376,720 Total PUD 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. (iii) Represents conditional land and air right sales that the Trust intends to sell instead of holding for long-term income, which management considers to be reductions to its overall development costs. (iv) Expansion and Redevelopment projects tend to be shorter in duration and smaller in size compared to Greenfield and Urban Intensification projects, and generally pertain to the redevelopment of individual unit(s) at a property. Once the redevelopment of the individual unit(s) has/have been completed, the NLA and associated costs are transferred to IPP and no longer included in the development pipeline or development costs, resulting in nil completed IPP in this table. Total estimated project costs include the current carrying costs of development lands and other, net of estimated proceeds from land and air rights dispositions. Total estimated project costs include land costs measured at fair value of the land or existing IPP upon transfer to PUD, soft and hard construction costs, external leasing costs, tenant inducements, construction and development management fees, and capitalized interest and other carrying costs, as well as capitalized development staff compensation and other expenses. 62 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS The $101.5 million decrease in total estimated costs for active projects with detailed cost estimates as of December 31, 2018 when compared to the same estimates as of September 30, 2018 was primarily due to the transfer of completed expansion and redevelopment projects to IPP during the quarter. The above total estimated development costs as at December 31, 2018 are further broken down by committed and non- committed spending as follows: At RioCan's Interest Costs Incurred to Date (thousands of dollars) Committed (i) Non-committed Total Total Estimated Costs Completed (IPP) PUD Total Estimated PUD Costs to Complete $ $ 1,596,838 $ 265,398 $ 634,468 $ 899,866 $ 435,087 — 305,969 305,969 2,031,925 $ 265,398 $ 940,437 $ 1,205,835 $ 696,972 129,118 826,090 (i) A project is considered to be committed when all major planning issues have been resolved, anchor tenant(s) for the commercial components 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. Annual Development Spending Annual development costs for active PUD projects with detailed cost estimates are estimated in the $300 million to $400 million range over the next two years given the expected progress of large projects like The Well. Together with an estimated $100 million annual of costs for residential inventory, total annual development expenditures are estimated to be in the $400 million to $500 million range over the next two years. These annual costs estimates are management’s estimates as of December 31, 2018 and are subject to change due to potential changes in various underlying factors as noted earlier in this MD&A. Overall, the Trust targets to keep the total IFRS value of PUD and residential inventory on the consolidated balance sheet as a percentage of consolidated gross book value of assets at no more than 10% (except for short-term fluctuations as large projects are completed), despite the maximum of 15% permitted under the Trust's revolving unsecured operating line of credit and non- revolving unsecured credit facilities agreements. As of December 31, 2018, this metric was 8.5%. Refer to note 27 of the 2018 Annual Consolidated Financial Statements. The Trust has been funding and will continue to fund its development pipeline through its capital recycling program including net proceeds from its strategic disposition program, sales proceeds from residential inventory developments or air rights sales, the sale of remaining marketable securities, and strategic development partnerships, as well as excess operating cash flows after maintenance capital expenditures and distributions have been paid. Mixed-Use Residential Development The government of Ontario’s recent amendment to exempt new residential rental units from rent control is expected to encourage more residential rental supply and RioCan is committed to our residential development program. RioCan targets to develop approximately 10,000 residential rental units over the next decade. RioCan has currently identified a number of properties, as summarized in the following table, some of which are actively being developed and others are considers to be strong possible intensification opportunities. All of the developments are in the six Canadian major markets in which the Trust operates and are typically located in the vicinity of existing or planned substantive transit infrastructure. This summary does not include Greenfield and Urban Intensification projects that have commercial components only. 63 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Locations RioCan Ownership % (Partner) Total NLA at 100% Total PUD (ii) Residential Inventory (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 (Brio) (iv) Calgary, AB 50% (Boardwalk) Dupont Street (Litho) (iv) Toronto, ON 50% (Woodbourne) Fifth and Third East Village (iv) Calgary, AB 100% Gloucester (Frontier) (iv) King Portland Centre (iv) Yonge Eglinton Northeast Corner (ePlace) (iv) (ix) The Well (iv) Gloucester, ON 50% (Killam) Toronto, ON 50% (Allied) Toronto, ON Toronto, ON 50% (Metropia / Bazis) 50% commercial ( Allied ) 40% residential ( Allied / Diamond) College & Manning (Strada) (iv) Toronto, ON 50% (Allied) The Well -Residential Bldg 6 (iv) Toronto, ON 50% (Woodbourne) 145 180 759 185 421 712 72 90 759 93 210 356 72 90 759 93 164 157 2,580 1,181 1,181 108 391 54 195 54 195 — — — — 46 199 — — — 5 16 161 3 164 11 746 30 — 5,481 3,010 2,765 245 1,136 Expansion and Redevelopment Yonge Sheppard Centre (iv) (v) Toronto, ON 50% (KingSett) 309 155 155 — 26 5,790 3,165 2,920 245 1,162 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% Millwoods Town Centre (iv) Edmonton, AB 40% (Bayfield) 2,010 316 418 668 955 158 418 334 955 804 744 968 158 418 334 955 804 744 968 — — — — — — — 100% 100% 744 968 100% of commercial, 50% of residential (Tribute) 1,931 1,375 819 556 100% 100% 977 572 977 572 977 572 — — 22 35 10 435 300 96 187 819 163 122 Ottawa, ON Calgary, AB Oshawa, ON Toronto, ON Ottawa, ON Toronto, ON 50% (Talisker) Mississauga, ON Toronto, ON Toronto, ON Toronto, ON Toronto, ON 100% 100% 100% 100% 50% (CD Capital / Metropia) 9,559 7,305 6,749 556 2,189 4,560 538 318 449 269 318 449 2,760 2,760 1,324 1,324 269 318 449 2,760 1,324 508 254 43 5,897 5,374 5,163 — — — — — 211 211 70 119 32 600 204 21 199 198 417 2,160 1,120 22 1,047 4,116 15,456 12,679 11,912 767 3,236 8,676 67 75 — 90 — 146 — — 597 — — — — 436 24 195 597 129 726 136 383 324 520 504 648 781 — 814 450 — — 1,033 — 1,033 — — — — — — — — — — — — — — — — — — — Westgate (iv) Southland Crossing (iv) Windfield Farms (iv) Markington Square (iv) Elmvale Acres (iv) Zoning applications submitted Queensway RioCan Grand Park Dufferin Plaza RioCan Scarborough Centre RioCan Leaside Centre Yorkville project 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 - 14 projects (viii) Total mixed-use residential developments - 40 projects Mixed-use residential developments as a percentage of total development pipeline 21,246 15,844 14,832 1,012 4,398 9,402 1,033 9,999 9,614 9,614 — 2,323 7,291 — 31,245 25,458 24,446 1,012 6,721 16,693 1,033 97.1% 96.9% 100.0% 89.7% 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. 64 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 2.0 million square feet that are currently IPP. (viii) Future estimated density includes approximately 1.0 million square feet that is currently IPP. (ix) RioCan will acquire the remaining 50% interest in the residential rental tower for a purchase price estimated in the range of $95 million to $105 million which is expected to occur in the first half of 2019. In addition, RioCan has an agreement to acquire the remaining 50% interest in the retail component at a purchase price based on a 7% capitalization rate and the stabilized net operating income upon completion in 2019. Upon closing of each respective transaction, RioCan will own 100% of the respective component of the project. Mixed-use residential projects account for approximately 97.1% or 25.5 million square feet of NLA of the Trust’s total estimated development pipeline, of which 10.5 million square feet currently have zoning approvals, 5.4 million square feet currently have zoning applications submitted and 9.6 million square feet represent sites with future density. Residential developments including rental, air rights sales, and residential inventory account for 71.4% or 18.7 million square feet of the Trust's total development pipeline as of December 31, 2018. 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 (gains) / losses Transfers IPP to PUD Transfers to residential inventory Fair value (losses) gains, net Earn-out consideration Balance, end of year Three months ended December 31 Year ended December 31 2018 2017 2018 $ 1,177,978 $ 1,039,775 $ 1,123,184 $ — (11,600) 131,006 (263,014) (17,037) 14,900 — 183 4,079 25,425 (52,904) 95,261 (53,730) 5,992 51,424 (3,102) 15,043 — 14,846 (19,448) 410,791 (550,925) (4,567) 70,935 (5,014) (7,386) 4,079 2017 915,508 63,933 (88,127) 324,596 (224,311) 4,240 112,473 (16,174) 27,437 3,609 $ 1,036,495 $ 1,123,184 $ 1,036,495 $ 1,123,184 Development Property Acquisitions and Dispositions During the year, the Trust completed $46.3 million development related acquisitions including transaction costs, which were allocated as $14.8 million for PUD, $26.4 million for residential inventory and $5.1 million for IPP. • • In the second quarter of 2018, the Trust acquired an additional 20% interest in Shoppers City East from one of the partners which included PUD and IPP related assets for an aggregate purchase price of $10.9 million including transaction costs which was allocated $5.8 million to PUD and $5.1 million to IPP. In the first quarter of 2018, the Trust acquired the remaining 18.75% interest in development lands located in Vaughan, Ontario, at a purchase price of $4.4 million including transaction costs. • During the first quarter of 2018, the Trust acquired three land parcels pertaining to its Yorkville development, located in the prestigious Yorkville area of Toronto, Ontario, for the total acquisition price of $31.1 million including transaction costs (at RioCan's 50% interest), which was allocated $26.4 million to residential development inventory and $4.7 million to PUD. RioCan and its partners have submitted zoning application for the site, which has the potential for approximately 0.5 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 6.00% capitalization rate and has the right of first opportunity to acquire the residential rental replacement units. During the year, the Trust completed $19.4 million development related dispositions, consisting of the sale of one parcel of development land located in Calgary, Alberta, for sales proceeds of $11.6 million in the fourth quarter and the sale of one parcel of excess land in Oshawa, Ontario, for sale proceeds of $7.8 million in the third quarter. 65 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Completed Developments in 2018 During the three months and year ended December 31, 2018, RioCan transferred $263.0 million and $550.9 million, respectively in costs to income producing properties pertaining to 298,000 and 799,000 square feet of completed development projects in the respective periods. A summary of RioCan’s NLA completed during the period is as follows: (thousands of square feet, unless otherwise noted) 2018 NLA at RioCan's Interest RioCan’s % ownership Total NLA Q4 Q3 Q2 Q1 Tenants Property location Greenfield Developments East Hills, Calgary, AB Total Greenfield Developments Urban Intensification 491 College Street, Toronto, ON 642 King Street West, Toronto, ON Bathurst College Centre, Toronto, ON King Portland Centre, Toronto, ON Yonge Eglinton Northeast Corner (ePlace), Toronto, ON Total Urban Intensification Expansion and Redevelopment Lawrence Square, Toronto, ON Brentwood Village, Calgary, AB Burlington Centre, Burlington, ON RioCan Centre Victoria, Whitby, ON Gates of Fergus, Fergus, ON Empress Walk, Toronto, ON RioCan Meadows, Edmonton, AB Place Carnaval, Laval, QC Yonge Sheppard Centre, Toronto, ON Kennedy Commons, Toronto, ON Stockyards Village, Toronto, ON RioCan Thickson Ridge, Whitby, ON Northgate Village SC, Calgary, AB RioCan Centre Kingston, Kingston, ON RioCan Centre Sudbury, Sudbury, ON 40% 50% 50% 100% 50% 50% 100% 100% 50% 50% 100% 100% 100% 100% 50% 50% 50% 100% 100% 100% 100% 18 18 12 13 128 132 80 2 2 — — 73 2 2 — 8 — — 132 80 — 365 153 140 15 50 41 44 21 10 15 4 49 19 6 49 7 43 43 — 21 — — — — — — 24 2 3 — 7 43 43 — 23 30 — — — — — — 17 3 49 — — — 2 2 4 — 55 — — 59 — 4 — — — 10 15 4 25 — — — — — — 58 12 Cineplex, Bottle Depot 12 8 LCBO, Arrivals + Departures, Genuine Health 5 The Parlour Steakhouse, Cava — FreshCo, Bank Of Nova Scotia, University Health Network — Shopify, Indigo — eCentral Residential Rental Tower (Floors 1-13) 13 15 Structube 2 Ashley Furniture, CANA, 420 Premium Market, buybuy Baby 11 Winners 44 Reptilia, The Tile House, Flying Squirrel 21 Habitat for Humanity Restore, Pet Valu — Morals Village — South St. Burger, Daycare, Firecrust Pizza — Jean Coutu Expansion — LA Fitness, Longo's — Structube, McDonald's — Royal LePage, Kids & Company — Crunch Fitness, Goemans Appliances, Visions Electronics — The Canadian Brewhouse — Winners, HomeSense — Winners, HomeSense 93 Total Expansion and Redevelopment 416 143 122 Total Development Completion 799 298 264 119 118 66 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Greenfield Development As at December 31, 2018, RioCan currently has one active greenfield development project with a detailed cost estimate: At RioCan's Interest (thousands of dollars or thousands of square feet) RioCan's % Ownership Total NLA Upon Project Completion Completed (IPP) PUD Total Total Estimated Costs Costs Incurred to Date Completed (IPP) PUD Total Estimated PUD Costs to Complete % Commercial Leased (i) Anticipated Date of Development Completion East Hills, Calgary, AB 40% 154 137 291 $ 110,896 $ 47,083 $ 39,248 $ 86,331 $ 24,565 59% 2021 Fair Value to date $ 49,313 $ 42,922 $ 92,235 (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 11, 2019. As of the release date of this MD&A, approximately 171,000 square feet of the above greenfield development NLA has committed leases, which includes tenants that have taken possession of the space, at a weighted average net rent rate of approximately $19.18 per square foot. Urban Intensification A focus within our development growth strategy is urban intensification, which is another name for our residential mixed-use and commercial development program. The Trust currently has 10 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 10 active urban intensification projects are expected to generate approximately 1.9 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, 2018 is as follows: Total PUD NLA Upon Project Completion Costs Incurred to Date At RioCan's Interest (thousands of dollars or thousands of square feet) RioCan’s % Ownership Completed (IPP) PUD Total Total Estimated Costs Completed (IPP) PUD Total Estimated PUD Costs to Complete % Commercial Leased (i) Anticipated Date of Development Completion College & Manning (Strada),Toronto, ON (v) Bathurst College Centre, Toronto, ON (v) Brentwood Village (Brio), Calgary, AB (v) Dupont Street (Litho), Toronto, ON (v) Fifth and Third East Village, Calgary, AB (v) Gloucester (Frontier), Ottawa, ON (v) King Portland Centre, Toronto, ON (v) The Well, Toronto, ON (iv) (v) (vii) Yonge Eglinton Northeast Corner (ePlace), Toronto, ON (v),(vi) The Well -Residential Bldg 6, Toronto, ON (iii) Total Estimated Costs (ii) Fair Value to date 50 % 27 27 54 $ 36,207 $ 8,985 $ 8,521 $ 17,506 $ 18,701 91% 2020 100 % 127 13 140 111,311 79,665 28,816 108,481 2,830 100% 2019 50 % 50 % 100 % 50 % — — — 3 72 90 72 90 39,318 — 15,673 15,673 23,645 n/a 2020 78,639 — 21,204 21,204 57,435 74% 2020 759 759 128,189 — 87,180 87,180 41,009 82% 2021 90 93 42,872 226 35,866 36,092 6,780 100% 2019 50 % 164 — 164 86,393 77,143 — 77,143 9,251 100% 2018 / 2019 50% of commercial 40% of residential air rights — 1,181 1,181 768,717 — 233,765 233,765 534,952 71% 2021 50 % 80 78 158 106,285 52,296 39,239 91,535 14,750 88% 2019 50 % — 195 195 136,656 — 7,538 7,538 129,118 n/a 2022+ 401 2,505 2,906 $ 1,534,587 $ 218,315 $477,802 $696,117 $ 838,470 $ 290,911 $584,001 $874,912 (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 11, 2019. (ii) Total Estimated Costs exclude fair value gains of $106.2 million. (iii) This development project has not yet commenced construction, therefore, costs incurred to date have not been substantial. (iv) The total estimated PUD costs for The Well are net of approximately $61.0 million recoverable costs at RioCan's interest relating to matters such as parking, parkland dedication, and Enwave thermal energy tank based on the air rights sale agreement and other agreements in place. However, the estimated PUD costs have not deducted approximately $75.6 million (at RioCan's interest) of estimated proceeds from the sale of residential air rights 67 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS at the project. Net of the estimated proceeds from the sale of residential air rights, the total estimated PUD costs for The Well (at RioCan's interest) would be $693.1 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. (vi) RioCan will acquire the remaining 50% interest in the residential rental tower for a purchase price estimated in the range of $95 million to $105 million which is expected to occur in the first half of 2019. In addition, RioCan has an agreement to acquire the remaining 50% interest in the retail component at a purchase price based on a 7% capitalization rate and the stabilized net operating income upon completion in 2019. Upon closing of each respective transaction, RioCan will own 100% of the respective component of the project. (vii) The 71% leased at The Well is based on committed leases, including extension rights, for office space only. Retail leasing will start in 2019 once office leasing is well progressed as office tenants determine the types of retail tenants best suited for the flagship development. During Q3 2018, 642 King Street was substantially completed and transferred to IPP and is therefore no longer included in the above table. The commercial component of King Portland Centre was also substantially completed and transferred to IPP during Q3 2018. However, due to remaining costs to complete, this project is still included in the above table. As of the release date of this MD&A, approximately 811,000 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 $32.26 per square foot. Expansion & Redevelopment A summary of RioCan’s expansion and redevelopment projects as at December 31, 2018 is as follows: (thousands of dollars or thousands of square feet) 1910 Bank Street, Ottawa, ON Burlington Centre, Burlington, ON Five Points Mall, Oshawa, ON RioCan St. Laurent, Ottawa, ON Sage Hill, Calgary, AB Tanger Outlets - Kanata, Kanata, ON Stockyards Village, Toronto, ON Yonge Sheppard Centre, Toronto, ON 1208 1216 Dundas Street East, Whitby ON Properties with former Sears units (ii) - 7 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 Costs Costs Incurred to Date Historical IPP Costs (iii) Estimated PUD Cost to Complete Total 2 $ 1,878 $ 93 $ 126 $ 219 $ 100% 50% 100% 100% 50% 50% 50% 50% 100% 4 10 96 4 19 4 155 7 191 1,745 4,580 26,446 2,173 11,238 3,305 1,479 — 810 1,357 4,244 611 — 2,680 1,479 2,680 14,900 15,710 328 3,761 2,670 1,684 8,004 3,281 138,681 43,000 16,018 59,018 5,200 258 1,551 1,809 1,659 266 1,900 10,736 489 3,234 24 79,663 3,391 46,595 10,028 21,044 31,072 15,523 492 $ 241,841 $ 61,880 $ 63,077 $ 124,956 $ 116,885 $ 99,721 (i) Total estimated PUD costs include carrying amounts transferred from IPP for redevelopment and exclude historical fair value losses of $25.2 million. Expansion and Redevelopment projects include approximately 0.3 million square feet of vacant NLA which was primarily former Sears space prior to its redevelopment, with the remaining 0.2 million square feet as incremental NLA. (ii) RioCan transferred carrying value associated with the spaces formerly occupied by Sears 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. The 48,000 square feet decrease in NLA during the three months ended December 31, 2018 from the previous quarter was primarily due to the 143,000 square feet transfer of certain projects from PUD to IPP upon project completions, net of 96,000 square feet transfer from IPP to PUD for RioCan St. Laurent in Ottawa, Ontario. 68 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS 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 (i) property operating income earned during the relatively short holding period, which will be included in net income, and (ii) sales proceeds. Transfers into residential inventory are based on a change in use evidenced by 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 and the inception of an operating lease to another party. As at December 31, 2018, the costs of residential inventory include the costs incurred on the following four condominium or townhouse projects: • Yonge Eglinton Northeast Corner condominium component (eCondo) - This 623-unit, fully pre-sold condominium project is co-owned with Metropia and Bazis Inc. ("Metropia"). Purchasers started taking possession of condominium units in Q4 2018 and will continue to take possession on a phased basis over the first half of 2019. In Q4 2018 the Trust recognized $1.4 million of income from the condominium sales based on units taken possession of in the quarter. • King Portland Centre condominium component (Kingly) - This is a 132-unit condominium project at the northwest corner of King Street West and Portland Street in the trendy King West neighbourhood of Toronto. RioCan and its 50/50 partner Allied have fully pre-sold the condominium units with profitability of the project exceeding initial expectations. The building is expected to be completed and turned over for possession in Q3 2019. • Yorkville - This is a 50/25/25 joint venture project among RioCan, Metropia and Capital Development ("CD") in the prestigious Toronto neighborhood of Yorkville. The project has the potential for the development of approximately half a million square feet of luxury condominiums, retail uses and up to 82 residential rental replacement units. During Q1 2018, the partners substantially completed acquisitions of adjacent properties required for the development. • Windfield Farms Townhouses - This is a 50/50 joint venture project with Tribute Communities to develop a 31-acre residential component of lands at the Windfield Farms site located in Oshawa, Ontario. Also known as UC Towns 2, it includes 538 condominium townhouses to be constructed in four phases and two phases of high rise condominiums, the first of which consists of a 479-unit high rise condominium. 166 of the 170 units released in phase one and 14 of the 94 units in phase two for the townhouse developments have been sold. Building construction of the townhouses commenced in Q2 2018 with first occupancy expected in Q2 2019. Marketing for the first phase of the high rise condominium project began in Q4 2018 with 202 of the 479 units sold during the quarter. Refer to the Mixed-Use Residential Development section of this MD&A for a summary of the Residential Inventory NLA as currently planned. The following table shows changes in the aggregate carrying value of RioCan's residential inventory: Three months ended December 31 Year ended December 31 2018 2017 2018 Balance, beginning of year $ 205,675 $ 113,681 $ 132,003 $ Acquisitions Dispositions Development expenditures Transfers from investment properties (i) — (19,828) 20,276 — — — 15,220 3,102 26,370 (19,828) 62,564 5,014 2017 48,414 36,870 — 30,545 16,174 Balance, end of year (ii) $ 206,123 $ 132,003 $ 206,123 $ 132,003 (i) During the year ended December 31, 2018, the current fair market value of certain office units located on the 2nd and 3rd floors of the Yonge-Eglinton Northeast Corner development were transferred from investment property to inventory as they will not be leased to tenants as originally contemplated, but rather, are being marketed and sold as condominium units. (ii) Comprised of $86.8 million (December 31, 2017 - $72.5) for eCondo, $28.3 million (December 31, 2017 - $16.1) for Kingly, $69.3 million (December 31, 2017 - $38.1) for Yorkville and $21.7 million (December 31, 2017 - $5.3) for Windfield Farms Townhouses. As discussed under Annual Development Spending section of this MD&A, annual costs for residential inventory are estimated in the $100 million range over the next two years. This annual cost estimate is management’s estimate as of December 31, 2018 and is subject to changes due to potential changes in various underlying factors as noted earlier in this MD&A. Development Yield and Incremental Value Creation 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 net project costs (which are total estimated project costs net of estimated proceeds from dispositions including land and air right sales and net of applicable interim or fee income during the development period). The annualized stabilized NOI of a project is an estimate of stabilized NOI following completion of a project on a full year basis. The Trust also estimates incremental value creation upon project stabilization. This incremental value creation is estimated by using estimated future stabilized value (estimated stabilized NOI of a project divided by an assumed capitalization rate applicable to the project upon stabilization under the prevailing market conditions), less total estimated net project costs as defined above. 69 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Development yields and incremental value creations for five urban intensification and greenfield projects are estimated in the following table. These projects are included here because they are complete or close to completion. Commercial and/or Residential Rental Components Residential Inventory Total Project Ownership % for Data in this Table Total Estimated Net Project Costs Estimated Stabilized NOI Estimated Yield on Total Costs Estimated Future Stabilized Value Incremental Value Creation Upon Stabilization Estimated Incremental Value Creation % Estimated Residential Inventory Gains Total Estimated Incremental Value Creation 100% $ 223,200 $ 11,800 5.3% $ 327,300 $ 104,100 46.6% $ 14,000 $ 118,100 50% 50% 100% 100% 86,400 34,100 109,400 120,800 5,500 1,800 5,200 8,500 6.4% 129,900 5.3% 44,800 4.8% 115,400 7.0% 161,000 43,500 10,700 6,000 40,200 50.3% 31.4% 5.5% 33.3% 12,500 n/a n/a n/a 56,000 10,700 6,000 40,200 $ 573,900 $ 32,800 5.7% $ 778,400 $ 204,500 35.6% $ 26,500 $ 231,000 (thousands of dollars) Yonge Eglinton Northeast Corner (ePlace) (i) King Portland Centre Gloucester (Frontier) (ii) Bathurst College Centre Sage Hill (iii) Total (i) Total estimated net project costs include estimated net project costs for the Trust's current 50% interest plus the cost of acquiring the remaining 50% interest in the residential rental tower eCentral at costs plus $10.0 million and the remaining 50% interest in the retail component based on stabilized retail NOI at a 7.0% capitalization rate pursuant to the existing agreements with our project partners. (ii) Total estimated net project costs include land costs for this Phase I development. Excluding the cost of the Phase I land, which has been owned by the Trust since 1999 as part of the 7.1 acre shopping centre, the estimated development yield would be 5.8%. (iii) The estimated yield on the Trust's original 50% interest in this project is 8.4%. In February 2019 the Trust acquired the remaining 50% ownership interest for $70.4 million, which is higher than the estimated net project costs of the Trust's original 50% interest in the project. The blended yield on this project is therefore 7.0%. The Trust expects to achieve a blended development yield of 5.7% upon stabilization of these five projects. The Trust estimates $204.5 million of incremental value creation for these projects' commercial and/or residential rental components, and an additional $26.5 million of residential inventory gains on the sale of condominium units at two projects, bringing the total incremental value creation for these five projects to $231.0 million. Of the $204.5 million estimated incremental value creation for these projects' commercial and/or residential rental components, approximately $164.0 million of value creation has been recognized as of the year end December 31, 2018, given that these projects have been complete or near completion. Of the $26.5 million estimated residential inventory gains, only $1.4 million has been recognized into income as of the year end December 31, 2018. • Yonge Eglinton Northeast Corner (ePlace) - The significant incremental value creation at ePlace includes the financial benefit of acquiring the remaining 50% interest in the residential rental building eCentral and retail component at ePlace at attractive pre-determined transaction prices. Both deals are expected to close in 2019. Residential rental leasing at the 466-unit ePlace has started and is progressing well. At eCondo, $1.4 million of residential inventory gains have been recognized into the Trust's income in Q4 2018, with the remaining gains to be recognized in the first half of 2019 as possession of the remaining condominium units is scheduled to be taken in an orderly fashion. • King Portland Centre - The commercial component of the 421,000 square feet (100%) mixed-use development in the trendy King West neighborhood of Toronto was substantially complete in Q3 2018 and fully leased. Purchasers of the 100% pre-sold, 132 condominium units of the project (Kingly) are expected to take possession in Q3 2019. • Gloucester (Frontier) - The first phase of the 228-unit residential rental project in Ottawa would be expected to produce an estimated 5.8% development yield if the $2.9 million land value is excluded in net project costs, given that the Trust has owned the property since 1999 and this is only a small portion of the 7.1 acre shopping centre the Trust owns. The construction is progressing on schedule toward a mid-2019 completion. The leasing of the rental units commenced in Q4 2018 and is progressing ahead of our expectations. The site is zoned for a total of 785 rental units in four phases, which we expect will lead to greater overall value creation. Planning work relating to Phase II is underway. • Bathurst College Centre - Delays and costs relating to one tenant move-out reduced the development yield of this project. However, this grocery-anchored retail and office development in urban Toronto fits well within the Trust's major market portfolio and is expected to deliver further rent growth. The majority of the project was substantially completed in Q3 2018 and is fully leased with several high profile tenants. All tenants have taken possession and the grocery anchor commenced operations in January 2019. • Sage Hill - This greenfield retail project in Calgary, Alberta was completed in 2017. The Trust recently acquired the remaining non-managing 50% interest from its partner in February 2019. The project's strong development yield and estimated incremental value creation reflects the Trust's capability in project execution and the location and quality of RioCan's development, even in challenging market conditions in Alberta caused primarily by a decline in oil prices in recent years. As more urban intensification and greenfield projects progress near completion, the Trust will disclose the projects' estimated development yield and value creation. For 2019, the Trust estimates to complete 439,000 square feet of developments in addition to the development completions in 2019 relating to these five projects, which will lead to $215.6 million cost transfers from PUD to IPP in 2019 and $11.0 million incremental NOI upon project stabilization. 70 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS For 2020, the Trust estimates to complete 497,000 square feet of developments, which will lead to $330.7 million cost transfers from PUD to IPP in 2020 and $16.9 million incremental NOI upon project stabilization. Mortgages and Loans Receivable Contractual mortgages and loans receivable as at December 31, 2018 and December 31, 2017 are comprised of the following: (thousands of dollars) Mezzanine financing to co-owners Vendor-take-back and other Total Contractual rates Low —% 5.0% —% High 7.95% 5.5% 7.95% Weighted Average Rate December 31, 2018 December 31, 2017 6.5% $ 126,868 146,680 5.1% 6.4% $ 164,014 145,873 17,334 19,005 $ $ Effective January 1, 2018, the Trust adopted IFRS 9 without restatement of prior periods. Pursuant to the requirements of IFRS 9, mortgages and loans receivable are classified and measured on the basis of both the business model for managing the assets and the contractual cash flow characteristics of the asset. The amortized cost method of accounting is permitted where mortgages and loans receivable are held with the objective of collecting contractual cash flows and those cash flows represent solely payments of principal and interest (SPPI) otherwise, they are measured at fair value. Of the total $164.0 million of mortgages and loans receivable as at December 31, 2018, none are carried at fair value. 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, 2018, RioCan was in compliance with these restrictions. 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 27 of RioCan's 2018 Annual Consolidated Financial Statements). In selecting appropriate funding choices, RioCan’s objective is to manage its capital structure such that it diversifies its funding sources while minimizing its funding costs and risks. 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 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. 71 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS 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). The following table summarizes RioCan’s credit ratings as at December 31, 2018: Debt Senior Unsecured Debentures Senior Unsecured Debentures Rating Agency S&P DBRS Long-term credit rating BBB BBB (high) Trend/Outlook Stable Stable 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. 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. 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 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, 2018 December 31, 2017 December 31, 2018 December 31, 2017 $ $ $ $ $ 2,742,633 $ 2,694,619 $ 2,742,633 $ 2,218,270 913,130 — 5,874,033 7,666,390 13,540,423 14,003,765 74,698 41.6% 15.8% $ $ $ $ 2,300,247 904,429 32,670 5,931,965 8,044,686 13,976,651 14,376,578 70,225 41.0% 16.5% $ $ $ $ 2,286,836 958,187 — 5,987,656 7,666,390 13,654,046 14,117,865 77,188 42.1% 16.4% $ $ $ $ 2,694,619 2,364,415 947,930 32,670 6,039,634 8,044,686 14,084,320 14,492,113 73,423 41.4% 17.1% The Trust's leverage ratio at RioCan's proportionate share increased modestly from 41.4% at December 31, 2017 to 42.1% as at December 31, 2018, largely in line with its 38.0% to 42.0% target range. Over the next twelve months, the Trust expects its leverage to be at the upper end of its target range, although its leverage ratio as of a quarter end may exceed the upper target range from time to time due to the timing of its dispositions and NCIB program. As at December 31, 2018, RioCan's ratio of floating rate debt to total debt at RioCan's proportionate share decreased to 16.4% (December 31, 2017 - 17.1%), primarily as a result of a decrease in unhedged floating rate mortgages partially offset by an increase in lines of credit. This ratio has also decreased from 19.6% as of September 30, 2018. Subsequent to the year end, the Trust extended the maturity date of its $150.0 million non-revolving unsecured credit facility from December 27, 2019 to June 27, 2024 and fixed the annual all-in interest rate at 3.43% through an interest rate swap. The Trust also fixed the annual all-in interest rate for $125.0 million of its other non-revolving unsecured credit facility maturing on January 31, 2023 at 3.38% through an interest rate swap. Further, the Trust also entered into a $350.0 million five-year non-revolving unsecured credit facility with three financial institutions (consisting of two Schedule I banks and one Schedule III bank) and has fully drawn on the credit facility to repay certain debt and for general Trust purposes. This credit facility matures on February 7, 2024 and, through an interest rate swap, bears an annual all-in fixed interest rate of 3.34%. These transactions further extend the average term to maturity of the Trust's total debt and reduce the Trust's floating interest rate debt exposure. 72 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS 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. 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: Rolling 12 months ended IFRS RioCan's proportionate share Debt to Adjusted EBITDA (i) Interest coverage (i) Debt service coverage (i) Fixed charge coverage (i) Unencumbered assets Unencumbered assets to unsecured debt NOI generated from unencumbered assets (ii) Unsecured debt to total debt Targeted Ratios <8.0x >3.00x >2.25x >1.10x >200% >50.0% 60% December 31, December 31, December 31, December 31, 2017 2017 2018 2018 7.76 3.68 3.09 1.16 7.49 3.87 3.08 1.17 7.88 3.63 3.05 1.15 7.57 3.84 3.06 1.17 $ 7,966,491 $ 7,663,381 $ 7,970,296 $ 7,666,992 231% 59.1% 58.7% 226% 56.7% 57.1% 231% 59.1% 57.6% 226% 56.7% 56.1% (i) Refer to the Non-GAAP Measures section of this MD&A for further details. See tables below for the calculation of Adjusted EBITDA for the respective periods. (ii) Ratio is calculated on a continuing operations basis. As at December 31, 2018, we outperformed our targets for all the debt metrics as summarized above. Despite nearly $1.0 billion of secondary market asset dispositions completed during the year, the Trust's Debt to Adjusted EBITDA at RioCan's proportionate share outperformed its target of under 8.0x, albeit with a modest increase from 7.57x for the rolling twelve months ended December 31, 2017 to 7.88x for the rolling twelve months ended December 31, 2018. Adjusted EBITDA, which is an input in the calculation of the first four metrics in the table above, declined modestly by $12.6 million or 1.6% at RioCan's proportionate share despite substantial property dispositions, as the loss of EBITDA from property dispositions was offset, to quite an extent, by strong same property NOI growth, development completions and higher gains from the sale of marketable securities. The interest coverage ratio at RioCan's proportionate share for the rolling twelve months ended December 31, 2018 declined modestly compared to December 31, 2017, mainly due to a modest decline in Adjusted EBITDA and higher interest costs resulting from a higher average debt balance and higher effective interest rates over the comparable periods. Debt service coverage at RioCan's proportionate share for the rolling twelve months ended December 31, 2018 declined slightly when compared to December 31, 2017 due to the impact of modestly lower Adjusted EBITDA and higher interest costs as noted above, while being mostly offset by lower scheduled principal amortization. Similarly, the fixed charge coverage ratio at RioCan's proportionate share for the rolling twelve months ended December 31, 2018 declined marginally compared to December 31, 2017, mainly due to modestly lower Adjusted EBITDA and higher interest costs, largely offset by lower distributions resulting from the redemption of Series C preferred units in Q2 2017 and unit buybacks since Q4 2017. The Trust continued to grow its unencumbered asset pool, increasing it from $7.7 billion as at December 31, 2017 to $8.0 billion as at December 31, 2018. The percentage of NOI generated from unencumbered assets increased by 240 basis points to 59.1% as of December 31, 2018 over the comparable period. The unencumbered assets to unsecured debt ratio increased from 226% to 231% as at December 31, 2018, well above our 200% target. 73 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS The following tables present a reconciliation of consolidated net income from continuing and discontinued operations attributable to unitholders to Adjusted EBITDA: Year ended December 31 (thousands of dollars) 2018 2017 Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Net income attributable to unitholders $ 527,362 $ 741 $ 528,103 $ 708,265 $ 7,021 $ 715,286 IFRS Add (deduct) the following items: Income tax expenses (recovery): Current Deferred Fair value (gains) on investment properties, net Change in unrealized fair value on marketable securities (i) Internal leasing costs Non-cash unit based compensation expense Interest costs Depreciation and amortization Transaction gains on the sale of investment properties, net (ii) — 1,188 (1,440) (18,304) 42,767 11,294 6,826 168,299 4,575 (78) — — — — — — — — 1,188 (1,440) — (320) (2,871) — (2,871) (320) (18,304) (136,942) — (136,942) 42,767 11,294 6,826 168,299 4,575 — 10,882 4,757 171,418 9,865 — — — — — — 10,882 4,757 171,418 9,865 (78) (1,275) (1,651) (2,926) Transaction costs on investment properties 17,761 153 17,914 5,136 (549) 4,587 Adjusted EBITDA $ 759,062 $ 2,082 $ 761,144 $ 771,786 $ 1,950 $ 773,736 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 $ 5,988,106 (80,999) $ 5,907,107 7.76 $ 5,848,033 (53,153) $ 5,794,880 7.49 (i) Adjustment is a result of adopting IFRS 9 on January 1, 2018 without prior period restatement. The $16.5 million fair value gains on marketable securities under IFRS 9 for the year ended December 31, 2018 include both the change in unrealized fair value and realized gains on sale of marketable securities during the year ended December 31, 2018. Refer to note 19 of the 2018 Annual Consolidated Financial Statement for this breakdown. By adding back the change in unrealized fair value on marketable securities, RioCan effectively continues to include realized gains or losses on the sale of marketable securities in Adjusted EBITDA and excludes unrealized fair value gains (losses) on marketable securities in Adjusted EBITDA. Refer to the Non-GAAP Measures section of this MD&A for more detailed discussion on Adjusted EBITDA and IFRS 9's impact on Adjusted EBITDA. Refer to the Adoption of New Accounting Standards section of this MD&A and notes 19 and 37 of the 2018 Annual Consolidated Financial Statements for a more fulsome discussion on the impact of IFRS 9. (ii) Includes transaction gains and losses realized on the disposal of Canadian and U.S. investment properties. 74 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Year ended December 31 (thousands of dollars) RioCan's proportionate share 2018 2017 Continuing Operations Discontinued Operations Total Continuing Operations Discontinued Operations Total Net income attributable to unitholders $ 527,362 $ 741 $ 528,103 $ 708,265 $ 7,021 $ 715,286 Add (deduct) the following items: Income tax expense (recovery): Current Deferred Fair value gains on investment property, net Change in unrealized fair value on marketable securities (i) Internal leasing costs Non-cash unit based compensation expense Interest costs Depreciation and amortization Transaction gains on the sale of investment properties, net (ii) — 1,188 (1,440) (19,526) 42,767 11,294 6,826 172,279 4,575 (78) — — — — — — — — 1,188 (1,440) — (320) (2,871) — (2,871) (320) (19,526) (136,534) — (136,534) 42,767 11,294 6,826 172,279 4,575 — 10,882 4,757 173,791 9,865 — — — — — — 10,882 4,757 173,791 9,865 (78) (1,275) (1,651) (2,926) Transaction costs on investment properties 17,762 153 17,915 5,136 (549) 4,587 Adjusted EBITDA $ 761,821 $ 2,082 $ 763,903 $ 774,567 $ 1,950 $ 776,517 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 $ 6,099,892 (84,034) $ 6,015,858 7.88 $ 5,933,897 (55,498) $ 5,878,399 7.57 (i) Adjustment is a result of adopting IFRS 9 on January 1, 2018 without prior period restatement. The $16.5 million fair value gains on marketable securities under IFRS 9 for the year ended December 31, 2018 include both the change in unrealized fair value and realized gains on sale of marketable securities during the year ended December 31, 2018. Refer to note 19 of the 2018 Annual Consolidated Financial Statement for this breakdown. By adding back the change in unrealized fair value on marketable securities, RioCan effectively continues to include realized gains or losses on the sale of marketable securities in Adjusted EBITDA and excludes unrealized fair value gains (losses) on marketable securities in Adjusted EBITDA. Refer to the Non-GAAP Measures section of this MD&A for more detailed discussion on Adjusted EBITDA and IFRS 9's impact on Adjusted EBITDA. Refer to the Adoption of New Accounting Standards section of this MD&A and note 19 and 37 of the 2018 Annual Consolidated Financial Statement for a more fulsome discussion on the impact of IFRS 9. (ii) Includes transaction gains and losses realized on the disposal of Canadian and U.S. investment properties. 75 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Total Debt Profile RioCan's fixed and floating rate debt as a percentage of total debt and term to maturity are as follows: As at December 31, 2018 Total debt Percentage of total RioCan's aggregate debt Weighted average term to maturity in years Weighted average contractual Weighted average effective Total debt at: Fixed rate Floating rate (i) Total debt $ $ 4,945,718 928,315 5,874,033 84.2% 15.8% 100.0% 3.42 2.64 3.30 3.54% 3.34% 3.51% 3.59% 3.34% 3.55% (i) Subsequent to the year end, the Trust extended the maturity date of its $150.0 million non-revolving unsecured credit facility from December 27, 2019 to June 27, 2024 and fixed the all-in annual interest rate at 3.43% through an interest rate swap. The Trust also fixed the annual all-in interest rate for $125.0 million of its other non-revolving unsecured credit facility maturing on January 31, 2023 at 3.38% through an interest rate swap. These transactions would further extend the average term-to maturity of the Trust's debt and reduce its floating rate debt exposure. As at December 31, 2017 Total debt Percentage of total RioCan's aggregate debt Weighted average term to maturity in years Weighted average contractual Weighted average effective Total debt at: Fixed rate Floating rate Total debt $ $ 4,951,392 980,573 5,931,965 83.5% 16.5% 100.0% 3.37 3.08 3.32 3.55% 2.47% 3.37% 3.52% 2.50% 3.35% The following table summarizes the activity in debt for the year ended December 31, 2018: (thousands of dollars) Year ended December 31, 2018 Debentures Mortgages Payable Lines of Credit and Other Bank Loans Contractual obligations, beginning of year $ 2,700,000 $ 2,324,252 $ Borrowings Scheduled amortization Repayments Disposed on the sale of properties Assumed on the acquisition of properties (i) 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 300,000 — (250,000) — — 496,860 (39,295) (547,210) (58,870) 36,063 907,978 $ 318,768 — Total 5,932,230 1,115,628 (39,295) (310,265) (1,107,475) — — (58,870) 36,063 $ 2,750,000 $ 2,211,800 $ 916,481 $ 5,878,281 — 10,115 — 10,115 (7,367) (3,645) (3,351) (14,363) $ 2,742,633 $ 2,218,270 $ 913,130 $ 5,874,033 (i) Excludes a mark-to-market adjustment of $2.5 million on debt relating to one acquisition. RioCan’s debt maturity profile and future repayments are as outlined below: (thousands of dollars, except percentage amounts) Debentures payable Year of debt maturity Contractual principal maturities and interest rates Weighted average interest rate Mortgages payable Weighted average interest rate Lines of credit and other bank loans Weighted average interest rate Total aggregate debt Weighted average interest rate 2019 2020 2021 2022 2023 Thereafter $ 350,000 3.85% $ 310,217 4.21% $ 363,481 3.27% $ 1,023,698 400,000 550,000 550,000 500,000 400,000 2.72% 2.89% 3.25% 3.42% 3.95% 485,731 407,379 158,772 285,628 564,073 3.67% 4.25% 3.25% 3.48% 3.83% — — — —% —% —% 885,731 957,379 708,772 553,000 3.34% 1,338,628 — —% 964,073 $ 2,750,000 3.31% $ 2,211,800 3.84% $ 916,481 3.32% $ 5,878,281 3.76% 3.24% 3.47% 3.25% 3.40% 3.88% 3.51% 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 10,115 (14,363) $ 5,874,033 76 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Debentures Payable The following series of senior unsecured debentures were outstanding as at December 31, 2018 and 2017: Series S Q U X Z R V Y T AA W I Contractual obligations Maturity date 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 September 29, 2023 February 12, 2024 February 6, 2026 Unamortized debt financing costs Balance - end of year Coupon rate 2.87% 3.85% 3.62% 2.19% 2.19% 3.72% 3.75% 2.83% 3.73% 3.21% 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 $ 2018 — $ 350,000 150,000 250,000 300,000 250,000 250,000 300,000 200,000 300,000 300,000 100,000 2017 250,000 350,000 150,000 250,000 300,000 250,000 250,000 300,000 200,000 — 300,000 100,000 $ 2,750,000 $ 2,700,000 (5,381) $ 2,742,633 $ 2,694,619 (7,367) $ The unsecured debentures have covenants similar to our 60% debt to Aggregate Assets limit 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 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. Prior to maturity, the Series AA debentures can be redeemed in whole or in part at par on or after August 29, 2023. The 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 (refer to the prospectus and indenture agreement publicly filed on www.sedar.com). The net proceeds from these issuances were used by RioCan to fund development and property acquisitions, to repay certain indebtedness and other general trust purposes. Redemptions On March 5, 2018, RioCan redeemed, in full, its $250 million 2.87% Series S 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, 2018 December 31, 2017 2,300,247 2,218,270 $ $ $ $ $ — 2,218,270 $ 2,128,255 $ 90,015 2,218,270 $ 32,670 2,332,917 2,181,976 150,941 2,332,917 At the outset of 2018, RioCan had $578.9 million of mortgage principal maturing in 2018 at a weighted average contractual interest rate of 3.67%. For the year ended December 31, 2018, RioCan completed new term mortgage borrowings of $496.9 million at a weighted average interest rate of 3.68% and a weighted average term of 7 years. For the year ended December 31, 2018, repayments of mortgage balances and scheduled amortization amounted to $586.5 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. 77 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 (i) Construction lines and other bank loans December 31, 2018 December 31, 2017 $ $ 350,190 $ 349,459 213,481 913,130 $ 387,093 299,360 217,976 904,429 (i) Amount outstanding is net of a total of $3.4 million in unamortized financing costs. Revolving Unsecured Operating Line of Credit RioCan had drawn balance of $353.0 million and $647.0 million of credit availability to be drawn from this revolving unsecured operating line of credit at December 31, 2018. The weighted average contractual interest rate on amounts drawn under this facility was 3.41% (December 31, 2017 - 2.53%). On May 4, 2018, the Trust exercised its option to extend the maturity date on its operating line of credit to May 31, 2023. All other terms and conditions remained the same. Non-revolving Unsecured Credit Facilities The Trust has 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. Subsequent to year end, the Trust fixed the annual all-in interest rate for $125.0 million of this credit facility at 3.38% through an interest rate swap. The remaining $75.0 million of this credit facility was previously fixed at 3.125%. The Trust also has a $150 million non-revolving unsecured credit facility with two financial institutions (consisting of a Schedule I and a Schedule III bank), maturing December 27, 2019 bearing interest at a rate of Bankers' Acceptances plus 100 basis points per annum. Subsequent to the year end, the Trust extended the maturity date of this credit facility to June 27, 2024 and fixed the annual all-in interest rate at 3.43% through an interest rate swap. As of December 31, 2018, the above two non-revolving unsecured credit facilities in total amount of $350.0 million are fully drawn. Refer to notes 36 of the 2018 Annual Consolidated Financial Statements for additional subsequent event on financing activity. 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, 2018, these secured facilities and other bank loans have an aggregate maximum borrowing capacity of $311.4 million and mature in 2019, of which the Trust had drawn $213.5 million (December 31, 2017 - $218.0 million). The weighted average contractual interest rate on the aggregate amounts outstanding is 3.36% (December 31, 2017 - 2.28%). Letter of Credit Facilities The Trust has aggregate letter of credit facilities with certain Schedule I banks totaling $77.9 million (December 31, 2017 - $79.0 million). As at December 31, 2018, the Trust’s outstanding letters of credit under these facilities was $47.5 million (December 31, 2017 - $37.2 million). Liquidity Liquidity refers to the Trust having credit availability under committed credit facilities and/or generating sufficient amounts of cash and cash 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, debt and equity capital markets, secured financing and the potential sale of assets also provide the necessary liquidity to fund ongoing and future capital expenditures and obligations. As at December 31, 2018, RioCan had the following sources of liquidity available: • • • • $74.7 million of cash and cash equivalents; $647.0 million of cash available under its undrawn revolving unsecured operating line of credit; $97.9 million of cash available under undrawn construction facilities to fund future construction commitments; and 153 unencumbered investment properties with a fair value of $8.0 billion. 78 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 December 31, 2017 December 31, 2018 December 31, 2017 74,698 $ 70,225 $ 77,188 $ 73,423 647,000 97,923 819,621 2,750,000 2,211,800 916,481 $ $ 610,000 169,927 850,152 2,700,000 2,324,252 907,977 $ $ 647,000 97,923 822,111 2,750,000 2,280,391 961,548 $ $ 5,878,281 $ 5,932,229 $ 5,991,939 $ 13.9% 58.7% 41.3% 14.3% 57.1% 42.9% 13.7% 57.6% 42.4% 610,000 169,927 853,350 2,700,000 2,388,481 951,477 6,039,958 14.1% 56.1% 43.9% 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: 2019 2020 2021 2022 2023 Thereafter Total Lines of credit and other bank loans $ 363,481 $ — $ — $ — $ 553,000 $ — $ 916,481 Mortgages payable Unsecured debentures Lease commitments 310,217 350,000 3,841 485,731 400,000 3,551 407,379 550,000 3,272 158,772 550,000 3,219 285,628 500,000 3,080 564,073 2,211,800 400,000 2,750,000 21,288 38,251 Total $ 1,027,539 $ 889,282 $ 960,651 $ 711,991 $ 1,341,708 $ 985,361 $ 5,916,532 Active committed developments (i) 326,330 256,242 114,398 — — — 696,972 Total $ 1,353,869 $ 1,145,524 $ 1,075,049 $ 711,991 $ 1,341,708 $ 985,361 $ 6,613,504 (i) Represents estimated development costs spending to complete properties under active development only when all major planning issues have been resolved, anchor tenant(s) for the commercial components has/have been secured, and/or construction is about to commence or has commenced. The costs of additional projects will be added to this schedule once a project becomes committed. The Trust's contractual debt obligations and projected development expenditures can be funded by net proceeds from the sale of non-core and secondary market 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, 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 unencumbered asset pool of $8.0 billion as at December 31, 2018 can also allow us to support additional financing, if needed. RioCan, as a mutual fund trust, expects to make monthly distributions to unitholders with the cash generated from ongoing operating activities. Our unitholder dividend reinvestment plan (“DRIP”) allows us to conserve liquidity by issuing additional units, as opposed to paying cash distributions. Although RioCan suspended its DRIP effective November 1, 2017, RioCan can elect to reinstate the DRIP in the future, should we decide that it is beneficial to do so. During the prior year comparative year ended December 31, 2017, the Trust issued 1.0 million units pursuant to our DRIP resulting in $25.3 million savings in cash outlay, representing a participation rate of 5.5%. Refer to the Distributions to Unitholders section of this MD&A for further discussion. Base Shelf Short Form Prospectus During the third quarter, the Trust renewed its Base Shelf Short Form Prospectus which provides for the issuance of up to $3.0 billion in debt securities, trust units and preferred units up to April 3, 2020. Unencumbered Assets The fair value of the unencumbered investment property assets as at December 31, 2018 is estimated at approximately $8.0 billion for 153 properties or 61.2% of the total fair value of investment properties as compared to 187 properties with a fair value of $7.7 billion as at December 31, 2017. This has resulted in approximately 59.1% of the Trust's annualized NOI being generated by unencumbered assets (December 31, 2017 - 56.7%), providing RioCan with access to a pool of assets for obtaining additional secured debt. 79 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 2019, 2020 and thereafter: (thousands of dollars) As at December 31, 2018 Unencumbered assets (i) Encumbered assets with mortgages maturing in 2019 Encumbered assets with mortgages maturing in 2020 Encumbered assets with mortgages maturing thereafter Total Number of Properties Investment Properties Total contractual mortgages payable 2019 2020 Thereafter 153 $ 17 18 45 233 $ 7,966,491 $ — $ 964,303 1,338,879 2,933,975 13,203,648 $ 310,217 — — — $ — 485,731 — — — — 1,415,852 310,217 $ 485,731 $ 1,415,852 (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, investment grade credit ratings 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 2019 to meet our maturing debt obligations in 2019, although we will sell assets as part of our acceleration of major markets focus strategy. The table below presents RioCan's unencumbered assets and unsecured debt: (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 Unsecured debt to total debt Unencumbered assets to unsecured debt NOI generated from unencumbered assets (i) IFRS RioCan's proportionate share December 31, December 31, December 31, December 31, 2018 7,966,491 2,750,000 $ $ $ $ 2017 7,663,381 2,700,000 2018 7,970,296 2,750,000 $ $ 2017 7,666,992 2,700,000 $ $ 353,000 390,000 353,000 390,000 350,000 300,000 350,000 300,000 $ 3,453,000 $ 3,390,000 $ 3,453,000 $ 3,390,000 58.7% 231% 59.1% 57.1% 226% 56.7% 57.6% 231% 59.1% 56.1% 226% 56.7% (i) Refer to the Non-GAAP Measures section of this MD&A for further details. Guarantees As at December 31, 2018, 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 $309.2 million, with expiries between 2019 and 2023 (December 31, 2017 - $385.0 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, 2018, there have been no defaults by the primary obligors for debts on which we have provided guarantees and no provision for expected losses on these guarantees has been recognized in our 2018 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 December 31, 2018 December 31, 2017 43,523 $ 122,467 — 63,230 119,454 10,306 14,678 251,191 $ 58,029 309,220 $ 60,368 63,230 72,834 22,614 7,410 348,923 36,103 385,026 $ $ $ 80 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Hedging Activities Interest Rate Risk As at December 31, 2018, the outstanding notional amount of floating-to-fixed interest rate swaps was $764.4 million (December 31, 2017 – $662.1 million) and the term to maturity of these agreements ranges from April 2020 to November 2028. 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, 2018. Refer to notes 26 and 36 of the 2018 Annual Consolidated Financial Statements for further details and subsequent event on financing activity. 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 4 for details on RioCan's discontinued U.S. operations. Refer to note 26 of the 2018 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. As at December 31, 2018, the Trust has no cross currency interest rate swaps outstanding. Trust Units As at December 31, 2018, there are 305.1 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, 2018 and 2017, we issued common units as follows: (number of units in thousands) Units outstanding, beginning of period (i) Units issued: Distribution reinvestment plan Unit based compensation exercises 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 2018 307,314 2017 327,470 2018 323,734 — 178 6 — 186 — 8 — — 268 21 31 (2,401) 305,097 (3,930) 323,734 (18,957) 305,097 2017 326,615 1,003 10 36 — (3,930) 323,734 (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, 2018 – 481,769 LP units, December 31, 2017 – 1,030,342 LP units). During the year ended December 31, 2018, 30,827 additional exchangeable limited partnership units were issued pursuant to earn-out provisions of previously completed acquisitions. The Trust also issued 579,400 RioCan units pursuant to the exercise of exchangeable limited partnership units in connection with previous acquisitions, followed by an equivalent reduction in the number of outstanding 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. As of February 11, 2019, there are 304.6 million common units issued and 7.9 million unit options issued and outstanding under the Trust’s incentive unit option plan. Distribution Reinvestment Plan ("DRIP") Effective November 1, 2017 RioCan suspended its DRIP and unitholders that were enrolled in the DRIP receive cash distributions commencing with any distribution declared in November 2017. During the prior year comparative three months ended December 31, 2017, the Trust issued 0.2 million units resulting in $4.6 million in equity capital, representing a participation rate of 4.0%. During the prior year comparative year ended December 31, 2017, the Trust issued 1.0 million units pursuant to our DRIP resulting in $25.3 million in equity capital, representing a participation rate of 5.5%. Senior Executive Restricted Equity Plan (Senior Executive REU Plan) As at December 31, 2018, 121,352 Senior Executive REUs are unvested and outstanding (December 31, 2017 - 78,258). The Senior Executive REU Plan was introduced in 2017 and provides for the allotment of REUs to the Chief Executive Officer (CEO), Chief Operating Officer & Senior Vice President Investments & Residential, and Senior Vice President & 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. 81 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS On February 26, 2018, the Trust granted 50,694 REUs under its Senior Executive REU Plan. The grant date price was $24.00 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 $1.2 million. Employee Restricted Equity Plan (Employee REU Plan) As at December 31, 2018, 189,618 Employee REUs are unvested and outstanding (December 31, 2017 - 141,472). The Employee REU Plan was introduced in 2017 and 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 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 26, 2018, the Trust granted 86,131 REUs under its Employee REU Plan. The grant date price was $24.00 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 $2.0 million. Performance Equity Unit Plan (PEU Plan) As at December 31, 2018, 443,821 PEUs are unvested and outstanding (December 31, 2017 - 404,676). PEUs issued contain a multiplier factor and the final number of PEUs that will vest will range from 0% to 200% of the initial number awarded based on certain performance targets of each grant year. The PEUs outstanding will be paid out based on achievement of specific performance conditions in 2018, 2019 and 2020. Unit distributions paid during the period from grant date until settlement date will be credited to each PEU participant in the form of additional PEUs. Effective January 1, 2017, the Trust, after receiving unitholder feedback, implemented several changes to its executive pay program including a modification made to the comparator group for compensation benchmarking to include only peers that are domiciled in Canada, and stipulated 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. For 2017, RioCan adopted a single performance metric for its PEU Plan, which was 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. For 2018, RioCan adopted two performance metrics for its PEU Plan, being FFO per unit achievement and relative TUR against its peer group, a modification made upon further assessment by the Trust of its PEU Plan and taking into account further unitholder feedback. During February 2018, the Trust granted 175,347 PEUs under its PEU Plan at a fair value of $22.68 per unit resulting in an aggregate fair value of $4.0 million on grant date. PEUs will fully vest in February 2021. Incentive Unit Option Plan As part of comprehensive changes to its executive compensation program, the Trust enhanced the design of its long-term incentive program through its commitment to reduce the frequency of option grants, with no option grants made in 2017 and replacing that portion of the overall long-term incentive compensation in 2017 with grants of REU Plans and the PEU Plan as described above. The unit option program was not cancelled altogether to permit the Board to grant options at some future date as it determines in the best interest of the Trust. During February 2018, the Trust granted 0.7 million unit options to certain members of senior management (December 31, 2017 - nil). As at December 31, 2018, 11.8 million unit options remain available for grant under the Plan (December 31, 2017 – 12.1 million unit options). Trustee Deferred Unit Plan (DU Plan) The Deferred Unit Plan was introduced in 2014 for non-employee Trustees of the Trust (Trustees). Trustees may be awarded deferred units, each of which are economically equivalent to one unit, from time to time at the discretion of the Board of Trustees upon recommendation from management, subject to a maximum annual grant not to exceed that number of deferred units which is $150,000 divided by the average market price of a unit on the award date. Trustees may also elect to receive up to 100% of his or her annual retainer and meeting fees for a calendar year otherwise payable in cash in the form of deferred units. The maximum number of units reserved for issuance under the Deferred Unit Plan at any time is 750,000. As at December 31, 2018, there are 272,269 DUs issued and outstanding (December 31, 2017 - 226,714). During the year ended December 31, 2018, 30,384 units were exercised. 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. On October 16, 2018, RioCan received TSX approval of its notice of intention to renew its NCIB, to acquire up to a maximum of 30,579,868 of its units, or approximately 10% of its outstanding units as at September 30, 2018, for cancellation over the next 12 months, effective October 22, 2018. The number of units that can be purchased pursuant to the renewed NCIB is subject to a current daily maximum of 178,116 units (which is equal to 25% of 712,465, being the average daily trading volume from April 1, 2018 to September 30, 2018, excluding RioCan's purchases on the TSX under its former NCIB), subject to RioCan’s ability to make one block purchase of units per 82 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS calendar week that exceeds such limits. RioCan intends to fund the purchases primarily out of net proceeds from its asset dispositions, available cash and undrawn credit facilities. During the year ended December 31, 2018, the Trust acquired and cancelled 19.0 million units at a weighted average price of $24.35 per unit, for a total cost of $461.8 million. See note 15 in RioCan's 2018 Annual Consolidated Financial Statements for further details. During the three months ended December 31, 2018, the Trust acquired and cancelled 2,401,108 units at a weighted average price of $24.68 per unit, for a total cost of $59.3 million. To date, RioCan has purchased and cancelled 22,886,878 units at a weighted average purchase price of $24.51 per unit at a total cost of $561.2 million since the renewal. 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. The Trust currently has no preferred units issued and outstanding. 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. 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 ("taxable 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. Any remaining distributions, other than taxable distributions, would generally continue to be treated as returns of capital to unitholders. From year to year, the taxability of the Trust's distributions may fluctuate depending upon the timing of recognition of certain gains and losses based on the activities of the Trust. 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. Our monthly distribution during 2018 was $0.12 per unit. Distributions to unitholders are as follows: (thousands of dollars, except when otherwise noted) 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 Three months ended December 31 Year ended December 31 2018 2017 2018 2017 $ $ $ $ 110,100 — 110,100 —% 114,734 $ 450,743 $ 460,627 (4,554) — (25,273) 110,180 $ 450,743 $ 435,354 4.0% —% 5.5% 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. 83 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Difference between cash flows provided by operating activities and distributions to unitholders A comparison of distributions to unitholders with cash flows provided by operating activities and distributions, net of our distribution reinvestment plan, is as follows: (thousands of dollars) 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 Add: Distributions reinvested through the distribution reinvestment plan Excess, net of distribution reinvestment plan Three months ended December 31 Year ended December 31 2018 128,325 $ (10,655) 2017 159,155 $ (27,213) 2018 404,005 $ 79,468 2017 354,028 170,691 117,670 131,942 483,473 524,719 (110,100) (114,734) (450,743) (460,627) 7,570 — 7,570 $ 17,208 4,554 21,762 $ 32,730 — 32,730 $ 64,092 25,273 89,365 $ $ For year ended December 31, 2018, cash flows provided by operating activities, excluding non-cash working capital items, were higher than distributions declared to unitholders during the year by $32.7 million. Accordingly, we expect to maintain adequate cash flows to fund future unitholder distributions. In determining the annual level of distributions to unitholders, we consider forward-looking cash flow information including forecasts and budgets and the future business prospects of the Trust. Furthermore, RioCan does not consider periodic cash flow fluctuations resulting from working capital items such as the timing of property operating costs and tax installments, and semi- annual debenture and mortgages payable interest payments in determining the level of distributions to unitholders in any particular period. In determining the annual level of distributions to unitholders, RioCan also considers the impact of its distribution reinvestment plan on its ability to sustain current distribution levels during the current period and on a rolling twelve month basis. Additionally, in establishing the level of cash distributions to unitholders we consider the impact of, among other items, the future growth in the income producing portfolio, the current interest rate environment and cost of capital, completion of properties under development and residential inventory, impact of future acquisitions and dispositions, capital expenditures and leasing 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 marketable securities. 84 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS QUARTERLY RESULTS AND TREND ANALYSIS (millions of dollars, except per unit amounts) 2018 2017 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) $ 301 149 150 174 138 135 $ 279 130 129 177 147 128 $ 278 111 111 174 145 140 $ 290 137 137 179 149 124 $ 293 210 210 184 144 186 $ 287 185 180 183 151 149 $ 286 156 155 180 147 135 290 165 163 176 143 118 14,004 14,146 14,250 14,433 14,377 14,376 14,275 14,273 5,874 6,019 6,019 6,097 110 —% 112 —% 113 —% 115 —% 5,932 115 4.0% 5,950 115 6.1% 5,904 115 5.6% 5,801 115 6.3% 306,295 311,687 316,329 321,988 326,155 327,438 327,201 326,956 Net income attributable to unitholders from continuing operations Net income attributable to unitholders FFO (v) Common unitholder distributions $ $ $ $ 0.49 0.49 0.45 0.36 $ $ $ $ 0.41 0.41 0.47 0.36 $ $ $ $ 0.35 0.35 0.46 0.36 $ $ $ $ 0.43 0.43 0.46 0.36 $ $ $ $ 0.64 0.64 0.44 0.35 $ $ $ $ 0.55 0.56 0.46 0.35 $ $ $ $ 0.47 0.47 0.45 0.35 $ $ $ $ 0.50 0.50 0.44 0.35 Net book value per unit (iii) $ 25.13 $ 25.02 $ 24.96 $ 24.94 $ 24.85 $ 24.54 $ 24.35 $ 24.25 Closing market price per common unit $ 23.80 $ 24.68 $ 24.15 $ 23.64 $ 24.36 $ 23.93 $ 24.07 $ 26.20 Key Performance Indicator Ratios Same Property NOI growth % (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 2.1% 77.9% 85.7% 41.6% 42.1% 3.63 7.88 3.51% 231% 59.1% 1.6% 78.0% 79.0% 42.0% 42.4% 3.72 7.79 3.46% 217% 56.6% 2.1% 78.0% 76.7% 42.0% 42.4% 3.78 7.74 3.42% 221% 58.3% 2.6% 78.0% 77.5% 42.0% 42.4% 3.85 7.63 3.39% 220% 58.4% 2.9% 78.8% 78.3% 41.0% 41.4% 3.84 7.57 3.37% 226% 56.7% 2.4% 80.5% 87.9% 41.1% 41.5% 3.78 7.63 3.42% 229% 53.4% 1.9% 82.0% 91.1% 41.2% 41.5% 3.74 7.51 3.40% 231% 52.6% 1.5% 83.9% 95.9% 40.5% 40.8% 3.54 7.90 3.44% 236% 52.9% 597 627 637 645 650 666 659 673 67.1% 32.9% 65.7% 34.3% 64.7% 35.3% 68.6% 31.4% 68.6% 31.4% 69.0% 31.0% 69.2% 30.8% 69.9% 30.1% (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 Presentation of Financial Information and Non-GAAP Measures section of this MD&A. 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. 85 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS As more fully described in notes 3 and 37 to the 2018 Annual Consolidated Financial Statements, effective January 1, 2018, the Trust adopted IFRS 9 without restatement of prior periods. As a result, effective January 1, 2018 all realized and unrealized fair value gains (losses) on marketable securities are recorded in net income whereas previously, unrealized fair value gains (losses) were recorded in OCI and reclassified to net income only on derecognition or if there was evidence of a permanent decline in fair value. Net income attributable to unitholders and net income from continuing operations attributable to unitholders are impacted by the adoption of IFRS 9. FFO and Adjusted EBITDA exclude any impact of adopting IFRS 9 on marketable securities as more fully described in the Non-GAAP Measures section of this MD&A. 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. In addition to the impact of IFRS 9 and property dispositions to accelerate the Trust's portfolio focus in Canada's six major markets, overall quarterly fluctuations in our revenue and operating results are also attributable to occupancy and same property growth, acquisitions and other dispositions, the sale of marketable securities, Target backfill progress, and so on. 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. Revenue in Q1 2018 declined marginally from Q4 2017 as properties were sold in Q4 2017 and Q1 2018 pursuant to the strategic disposition program. Revenue declined further from Q1 2018 to Q2 2018 as the Trust executed on its strategic disposition program. Revenue in Q3 2018 increased marginally from Q2 2018 despite the Trusts strategic disposition program due to higher property and asset management fees, higher percentage rent, straight line rent, and lease termination fees. Revenue in Q4 2018 increased from Q3 2018 primarily from residential inventory sales revenue. The above factors for quarterly revenue variations also affect the quarterly variations in net income, NOI and FFO. ACFO, (with the exception of straight line rent) is also impacted by these factors. The increase in net income from Q2 2017 to Q4 2017 was related to higher fair market value gains on investment properties and higher gains on the sale of marketable securities. Net income decreased from Q4 2017 to Q1 2018 primarily as a result of lower fair market gains on investment properties and unrealized items relating to marketable securities upon adoption of IFRS 9, partially offset by lower general and administrative expenses mainly due to accelerated depreciation and amortization of certain management information systems in Q4 2017. Net income decreased from Q1 2018 to Q2 2018 as a result of fair market adjustments on investment properties and lower revenues as noted above. In addition, the Trust incurred higher general and administration expenses mainly from severance and mark to market adjustment to unit-based compensation expense. Net income increased from Q2 2018 to Q3 2018 mainly as a result of fair market adjustments on investment properties, higher operating income and lower severance costs. Net income increased from Q3 2018 to Q4 2018 mainly as a result of fair market gains on investment properties, partially offset by severance costs and unrealized fair value losses on 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 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 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 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. The increase in Q1 2018 FFO from Q4 2017 was mainly due to an increase in realized gains in marketable securities, strong same property NOI growth, and much lower general and administrative expenses due to accelerated depreciation of certain management information systems, donation and consulting costs timing in Q4 2017, partially offset by lost NOI from property dispositions (net of acquisitions). The decrease in Q2 2018 FFO from Q1 2018, was primarily due to higher volume of property dispositions as the Trust continued to execute on acceleration of its major market focus, as well as higher severance costs. The modest increase in Q3 2018 from Q2 2018 was primarily due to higher operating income and lower severance costs. The decrease in Q4 2018 FFO from Q3 2018, is primarily due to lower realized gains on the sale of marketable securities, higher severance costs, and continued dispositions of assets. Quarterly changes in ACFO were driven by similar factors as for FFO, except for the quarterly net working capital changes included in ACFO. 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. The decrease in ACFO from Q4 2017 to Q2 2018 was similarly due to a one-time $29.2 million special distribution from equity accounted investments in Q4 2017 and inclusion of $6.3 million net working capital increase in ACFO in Q2 2018, as opposed to working capital increase of $20.3 million in Q4 2017. Q3 2018 ACFO decreased when compared to Q2 2018 mainly due to working capital changes, a $6.3 million increase in Q2 2018 compared to a $5.4 million decrease in Q3 2018. Q4 ACFO increased when compared to Q3 2018 mainly due to working capital increases of $11.7 million, partially offset by lower gains on the sale of marketable securities and higher severance costs. Aggregate debt levels and overall leverage increased by approximately 0.7% in Q2 2017 when compared to Q1 2017 which 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 Q1 2017 to Q4 2017 was primarily due to the interest savings from our mortgage refinancing, higher gains on sale of marketable securities, and strong property operations. Debt to Adjusted EBITDA increased in Q1 2018 from Q4 2017 as a result of higher average debt balances partially offset by an increase in Adjusted EBITDA. The increase in Debt to Adjusted EBITDA from Q2 2018 to Q4 2018 was a result of the combination of a decline in the twelve month trending Adjusted EBITDA due to dispositions and the growth in average debt due to NCIB and disposition timing. Interest coverage declined in Q2 2018 to Q4 2018, primarily 86 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS from lower Adjusted EBITDA as the Trust continued to execute on its strategic disposition program despite strong same property NOI growth. Unencumbered assets to unsecured debt ratio declined modestly during Q1 2017 to Q3 2018, but remains well ahead of our 200% target. This was mainly as a result of an increase in our unsecured debt outpacing the increase in our unencumbered assets on a relative percentage basis. This trend was reversed in Q4 2018 and the ratio was back to Q2 2017 level as the Trust increased its unencumbered asset pool without increasing its unsecured debt during the quarter. The FFO and ACFO payout ratio has decreased since Q1 2017 due to growth in FFO and ACFO from same property NOI growth, development completions and realized gains from the sale of marketable securities despite substantial dispositions completed over the period, as well as a decrease in total distributions to unitholders as a result of lower number of units outstanding because of the Trust's NCIB program. 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. The increase in ACFO payout ratio from Q3 2018 to Q4 2018 was mainly because of a one-time special distribution of $29.2 million received during Q4 2017 was no longer included in the payout ratio calculation for Q4 2018 given that the ratio was calculated on twelve months trailing basis. Excluding the $29.2 million one-time special distribution in Q4 2017, the ACFO payout ratio would have been 83.2% for Q3 2018 and 82.4% for Q4 2017. 87 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Unaudited Consolidated Statements of Income (In thousands of Canadian dollars, except per unit amounts) Three months ended December 31 Revenue Rental revenue Residential inventory sales Property management and other service fees Operating costs Rental operating costs Recoverable under tenant leases Non-recoverable costs Residential inventory cost of sales Operating income Other income Interest income Income from equity-accounted investments Fair value gain on investment properties, net Investment and other income (loss) 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 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 88 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 2018 2017 $ 274,775 $ 289,403 22,264 3,967 301,006 95,970 4,460 20,882 121,312 179,694 2,861 5,848 29,230 (3,020) 34,919 42,441 14,683 2,862 5,208 65,194 149,419 (540) — 3,823 293,226 100,110 5,353 — 105,463 187,763 1,950 3,782 71,013 11,979 88,724 42,389 18,123 3,265 4,295 68,072 208,415 (1,320) $ $ $ $ $ $ $ $ 149,959 $ 209,735 (794) 149,165 $ (62) 209,673 149,165 $ 149,165 $ 209,673 209,673 0.49 $ — 0.49 $ 0.49 $ — 0.49 $ 0.64 — 0.64 0.64 — 0.64 306,225 306,295 326,040 326,155 MANAGEMENT’S DISCUSSION AND ANALYSIS SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES Our significant accounting policies are described in note 3 of RioCan's 2018 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. Adoption of New Accounting Standards Effective January 1, 2018, the Trust adopted IFRS 15, Revenue from Contracts with Customers (IFRS 15), IFRS 9, Financial Instruments (IFRS 9) and IAS 40, Investment Property (IAS 40), IFRS 2, Share-Based Payments (IFRS 2) and IFRIC 23, Uncertainty over Income Tax Treatment (IFRIC 23) as issued by the International Accounting Standards Board (IASB). As a result, significant accounting policies, estimates and judgments most affected by the adoption of the new pronouncements have been updated as indicated in note 3 and 37 of the 2018 Annual Consolidated Financial Statements and further described below. IFRS 15, Revenue from Contracts with Customers (IFRS 15) The Trust adopted IFRS 15 on its effective date of January 1, 2018 using the modified retrospective basis. IFRS 15 replaces IAS 18, Revenue and establishes a five-step model to account for 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 standard requires entities to exercise judgment, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with customers. The standard also specifies the accounting for the incremental costs obtaining a contract and the costs directly related to fulfilling a contract. The Trust's assessment included a review of relevant contracts for the following key areas that are in scope of IFRS 15: common area maintenance recoveries, residential inventory sales, property and asset management fees and parking fees. The Trust has concluded that there are no significant differences in revenue recognition for these revenue streams between the point of transfer of risks and rewards under IAS 18 and the point of transfer of control under IFRS 15. No transitional adjustment has been recorded as at January 1, 2018. IFRS 9, Financial Instruments (IFRS 9) Effective January 1, 2018, the Trust adopted IFRS 9 using the modified retrospective basis with no restatement of comparative periods. IFRS 9 replaces IAS 39, Financial Instruments: Recognition and Measurement (IAS 39) and all previous versions of IFRS 9. The standard introduces new requirements for: (i) classification and measurement of financial assets and financial liabilities, (ii) impairment of financial assets and (iii) hedge accounting. Classification and measurement Under IFRS 9, financial assets are classified and measured on the basis of both the business model in which the assets are managed and the contractual cash flow characteristics of the asset. Financial assets after initial recognition are classified and measured based on three categories: (i) amortized cost, (ii) fair value through other comprehensive income (FVOCI) with fair value gains or losses recycled to net income on de-recognition for loans and receivables only, or (iii) fair value through profit and loss (FVTPL). Financial liabilities are classified and measured on two categories: (i) amortized cost or (ii) FVTPL. On transition, the Trust’s marketable securities, which were previously classified as available for sale (AFS) under IAS 39 were classified as FVTPL under IFRS 9 as the cash flows do not meet the solely payments of principal and interest (SPPI) test. As a result, cumulative unrealized fair value gains of $68.7 million previously recorded in accumulated other comprehensive income (AOCI) were reclassified to opening retained earnings as of December 31, 2017. Effective January 1, 2018 all realized and unrealized fair value gains (losses) on these marketable securities are recorded in investment and other income within net income whereas under IAS 39, unrealized fair value gains (losses) were recorded in other comprehensive income (OCI) until the asset was de-recognized or impaired, at which time the cumulative unrealized gains (losses) were recognized in investment and other income within net income. In addition, on transition the Trust’s mortgages and loans receivable were assessed by reference to the underlying cash flows of the loans. Certain mortgages and loans receivable previously classified and measured at amortized cost were reclassified to FVTPL as the underlying cash flows did not represent solely payments of principal and interest and an accumulative fair value loss of $1.3 million was recognized in opening retained earnings as of January 1, 2018. Interest income and fair value gains (losses) on these mortgages and loans receivable recorded at FVTPL are included in interest income within net income. The accounting for financial liabilities remained largely the same as under IAS 39. Impairment of financial assets measured at amortized cost IFRS 9 introduces a new single expected credit loss (ECL) impairment model for the Trust’s financial assets measured at amortized cost. The ECL model results in an allowance for credit losses being recorded on financial assets regardless of whether there has been an actual loss event. ECLs are based on the difference in cash flows the Trust expects to receive and the contractual cash flows due in accordance with the contract, discounted at the asset’s original effective interest rate, and are calculated using either a simplified or a general approach. At each reporting date, each financial asset measured at amortized cost is assessed for impairment under the ECL model. The adoption of the ECL model did not have a material impact on the Trust’s financial assets carried at amortized cost. 89 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Hedging IFRS 9 introduces a new hedge accounting model that expands the scope of hedged items and risks eligible for hedge accounting and aligns hedge accounting more closely with risk management. The new model no longer specifies quantitative measures for effectiveness testing and does not permit hedge de-designation. The Trust applied hedge accounting under IFRS 9 prospectively. The Trust uses floating-for-fixed interest rate swaps to manage interest rate risk. At the date of the initial application, these existing hedging relationships were eligible to be treated as continuing hedging relationships. As such, the adoption of the hedge accounting requirements of IFRS 9 had no significant impact to the Trust's Annual Consolidated Financial Statements. IAS 40, Investment Property (IAS 40) In December 2016, the IASB issued a clarifying amendment to IAS 40. 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 were applied prospectively by RioCan on the effective date of January 1, 2018 as there was no change in classification to any of the Trust`s investment properties upon the adoption of the amendments. This amendment did not impact the Trust's consolidated financial statements upon adoption. IFRS 2, Share-Based Payments (IFRS 2) The IASB issued amendments to IFRS 2 that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled. On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. The Trust's accounting policy for cash-settled share based payments is consistent with the approach clarified in the amendments. Therefore, these amendments do not have any impact on the Trust’s consolidated financial statements. Significant Accounting Estimates 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 consolidated 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, 2018, RioCan had 31 properties including 7 land parcels (year ended December 31, 2017 - 35 properties including 11 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, 2018, we recorded unit-based compensation expense of $7.1 million (December 31, 2017 - $3.9 million). • IFRS 9 Financial Instruments which was effective January 1, 2018 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 90 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS value on initial recognition, except for certain related party transactions. Measurement in subsequent periods depends on the classification of the financial instrument. • At least annually, RioCan reports in its Annual Consolidated 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, 2018 is $5.0 billion. The Trust reported a $5.0 billion fair value relating to these mortgages and debentures payable in note 25 to the 2018 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 2018 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 2018 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. 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. When 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 it 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, 2018, 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 16, Leases (IFRS 16) In January 2016, the IASB issued IFRS 16. For lessees, the new standard brings most leases on-balance sheet 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 will be effective for the Trust's annual periods beginning on or after January 1, 2019. The Trust has investment properties located on land which is leased. Under current IAS 17, Leases some of these leases are accounted for as operating lease and the related lease payments are expensed. It is expected that under the new lease standard, a right-of-use (ROU) asset and a lease obligation liability will be recorded along with the corresponding financing charges. The ROU asset will be accounted for as investment property, as these land leases meet the definition of investment property under IAS 40. Given the low dollar value of land leases, the gross-up on the consolidated balance sheet and impact on consolidated net income is not expected to be significant. 91 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS The Trust is the lessee of three land and building leases currently accounted for as investment properties under IAS 40 which it has subdivided and subleased to retail tenants (see note 5). Under IFRS 16, these are considered sublease arrangements, which are classified by reference to the ROU asset arising from the head lease, rather than by reference to the underlying asset under IAS 17. This will result in some tenant subleases to be reclassified to a finance lease on January 1, 2019. For tenant subleases classified as a finance lease, the subdivided portion of the investment property will be derecognized and a finance receivable recognized in its place. The lease cash payments will be allocated between interest income and principal reduction of the finance receivable. IFRS 16 is not expected to have a material impact on total assets, net income or total cash flows as prepared under IAS 17, however, there will be a reallocation amongst various respective components. IASB Annual Improvements 2015-2017 Cycle (Issued in December 2017) In December 2017, the IASB issued amendments to four standards IFRS 3, Business Combinations (IFRS 3), IFRS 11, Joint Arrangements (IFRS 11), IAS 12, Income Taxes (IAS 12), and IAS 23, Borrowing Costs (IAS 23). These amendments will be effective for annual periods beginning on or after January 1, 2019. The implementation of these standards is not expected to have a significant impact on the Trust. IFRIC 23, Uncertainty over Income Tax Treatment (IFRIC 23) In June 2017, the IASB issued amendments as a clarification to requirements under IAS 12, Income Taxes. IFRIC 23 clarifies the application of various recognition and measurement requirements when there is uncertainty over income tax treatments. This interpretation is effective for annual reporting periods beginning on or after January 1, 2019. The amendments are not expected to have any impact on 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, 2018, 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, 2018 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, 2018, 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 three and twelve months ended December 31, 2018 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, 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. 92 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS 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. RioCan's related parties include the following persons and/or entities: (a) associates, joint ventures, or entities which are controlled or significantly influenced by the Trust; and (b) key management personnel including the Trustees and those persons having the authority and responsibility for planning, directing and controlling the activities of RioCan, directly or indirectly. The Trust’s key management personnel include each of the Trustees and the following individuals: Chief Executive Officer, Edward Sonshine; Chief Operating Officer and Senior Vice President Investments & Residential, Jonathan Gitlin; and Senior Vice President and Chief Financial Officer, Qi Tang (collectively, the Key Executives). Remuneration of the Trust’s Trustees and Key Executives during the year ended December 31, 2018 and 2017 is as follows: Three months ended December 31 Year ended December 31 Trustees Key Executives Trustees Key Executives Compensation and benefits Unit-based payments Post-employment benefit costs $ $ 74 $ (9) — 65 $ 2018 2017 2018 2017 2018 66 $ 1,164 $ 1,299 $ 280 $ 565 800 985 1,663 2017 2017 2018 261 $ 8,188 $ 5,226 2,214 4,551 1,537 — 36 — 631 $ 1,974 $ 2,292 $ 1,943 $ 1,798 $ 12,780 $ 7,476 41 10 — 8 On June 18, 2018, the Trust announced the resignation of Raghunath Davloor, President and Chief Operating Officer, effective July 31, 2018. Effective August 1, 2018, Jonathan Gitlin assumed the role of Chief Operating Officer & Senior Vice President, Investments and Residential. During February 2016, RioCan's Chief Executive Officer (CEO), Edward Sonshine, agreed to commit to remain CEO of the Trust until at least 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 32 of our 2018 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 creditworthiness of tenants, and various other factors. On June 17, 2015, Unitholders authorized and approved amendments made to the Trust’s Declaration of Trust to further align it with evolving governance best practices. The rights granted in the amended Declaration of Trust are granted as contractual rights afforded to Unitholders (rather than as statutory rights). Similar to other existing rights contained in the Declaration of Trust (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 CBCA. 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. 93 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS Ownership of Real Estate Tenant Concentration 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 conduct credit assessments for new tenants when considered appropriate 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 commercial leases with base terms between five and ten years, and by negotiating longer term commercial 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, 2018, 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 this risk to be significant. Tenant Bankruptcies Several of RioCan's properties are anchored by large national tenants. The value of some of our properties, including any improvements thereto, could be adversely affected if these anchor stores or major tenants fail to comply with their contractual obligations, experience credit or financial instability or cease their operations. Bankruptcy filings by retailers occur periodically in the course of normal operations for reasons, such as increased competition, internet sales, changing population demographics, poor economic conditions, rising costs and changing shopping trends and/or perceptions. RioCan continually seeks to re-lease vacant spaces resulting from tenant terminations. The bankruptcy of a tenant, particularly an anchor tenant, may make it more difficult to lease the remainder of the affected properties or may give rise to certain rights under existing leases with other tenants. Lease Renewals and Rental Increases Growth of rental income is dependent on strong leasing markets to ensure expiring leases are renewed and new tenants are found promptly to fill vacancies at rental rates similar to those paid by existing tenants in order for us to maintain 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, 2018, RioCan had NLA, at its interest, of 36,481,000 square feet and a portfolio economic occupancy rate of 96.1%. Based on our current annualized portfolio weighted average gross rental revenue of approximately $30 per square foot including CAM and tax recoveries, for every fluctuation in occupancy by a differential of 1%, our operations would be impacted by approximately $11.1 million annually. RioCan's aggregate net rent revenue for leases expiring over the next five years is $391 million based on current contractual rental rates, excluding CAM and tax recoveries. If the leases associated with these expiring net rents are renewed upon maturity at an aggregate net rental rate differential of 100 basis points, our net income would be impacted by approximately $3.9 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. Relative Illiquidity of Real Property Real estate investments are relatively illiquid as a large proportion of RioCan's capital is invested in physical assets which can be difficult to sell, especially if local market conditions are poor. A lack of liquidity could limit our ability to sell components of the portfolio promptly in response to changing economic or investment conditions. If RioCan were required to quickly liquidate its assets, there is a risk that we would realize sale proceeds of less than the current book value of our real estate investments. 94 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS 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. Ontario Rent Control Legislation On November 15, 2018 the Ontario government amended legislation governing rent control rules for newly purpose built rental developments. The amended legislation provides that rent control exemptions will apply to all units first occupied as a residential space after November 15, 2018. This is expected to encourage the supply of residential rental units in Ontario. However, there is no assurance that future governments will not reintroduce rent control measures. Any reintroduction of rent control legislation in the future 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. Development Risk As discussed in the Outlook section of this MD&A under Development Environment, after many years of development and housing booms in Canada's major markets, there are a number of emerging factors that are affecting development risks that the Trust faces. Such factors include, but are not limited to, rising construction costs and development charges, shortage of experienced labour in certain construction related trades, uncertainties associated with Ontario's, and the transition to the LPAT, structure for municipal zoning approvals due to its unclear mandate at the current stage. The impact of these factors will be further assessed and observed in terms of broader market reactions. These factors could impact certain of the Trust's certain mixed-use development projects' future NOI growth potential, and profit margin or development yield potential. As a result, there can be no assurance that all of our proposed residential projects as described herein will be undertaken, and if so, with what mix of residential and commercial development, at what costs, and generating what profit margin or development yield. There could also be changes to the mix of condominium versus residential rental units or air rights sales for certain projects. Residential Rental Business Risk RioCan 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, housing supply and housing demand. As a landlord in its properties that include rental apartments, RioCan is subject to the risks inherent in the multi-unit residential rental business, including, but not limited to, fluctuations in occupancy levels, individual credit risk, heightened reputation risk, tenant privacy concerns, potential changes to rent control regulations, increases in operating costs including the costs of utilities and the imposition of new taxes or increased property taxes. 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, 2018, RioCan’s total indebtedness had a 3.30 year weighted average term to maturity bearing interest at a weighted average contractual interest rate of 3.51% 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 increases in 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, 2018, 16.4% 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, 2018, the carrying value of our floating rate debt, not subject to a hedging strategy, is $0.9 billion. A 50 basis point increase in market interest rates would result in a $4.6 million decrease in our net income. Credit Ratings Risk 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. 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. 95 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS 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. 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. Uninsured Losses RioCan carries comprehensive general liability, environmental, fire, flood, extended coverage and rental loss insurance with policy specifications, limits and deductibles customarily carried for similar properties. There are, however, certain types of risks (including, but not limited to, environmental contamination or catastrophic events such as war or acts of terrorism) which are either uninsurable, in whole or in part, or not insurable on an economically viable basis. Should an uninsured or underinsured loss occur, the Trust could lose its investment in, and anticipated profits and cash flows from, one or more of its properties, and the Trust would continue to be obliged to repay any recourse mortgage indebtedness on such properties. 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 Chief Operating Officer, Jonathan Gitlin 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 96 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 MANAGEMENT’S DISCUSSION AND ANALYSIS connection with any contract or obligation of RioCan. Only RioCan’s assets are intended to be subject to levy or execution. The Declaration further provides that, whenever possible, certain written instruments signed by RioCan must contain a provision to the effect that such obligation will not be binding upon unitholders personally or upon any annuitant under a plan of which a unitholder acts as trustee or carrier. In conducting its affairs, RioCan has acquired and may acquire real property investments subject to existing contractual obligations, including obligations under mortgages and leases that do not include such provisions. RioCan will use its best efforts to ensure that provisions disclaiming personal liability are included in contractual obligations related to properties acquired, and leases entered into, in the future. Certain provinces have legislation relating to unitholder liability protection, including British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec. To RioCan’s knowledge, certain of these statutes have not yet been judicially considered and it is possible that reliance on such statute by a unitholder could be successfully challenged on jurisdictional or other grounds. Income Taxes RioCan currently qualifies as a mutual fund trust and 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. Cyber Security Risk Cyber security has become an increasing area of focus as reliance on digital technologies to conduct business operations has grown significantly. Cyber attacks can include but are not limited to intrusions into operating systems, theft of personal or other sensitive data and/or cause disruptions to normal operations. Such cyber attacks could compromise the Trust's confidential information as well as that of the Trust's employees, tenants and third parties with whom the Trust interacts and may result in negative consequences, including remediation costs, loss of revenue, additional regulatory scrutiny, litigation and reputational damage. As a result, the Trust has developed a cyber security risk management program focused across a spectrum of preventative protective and detective measures. These measures include, but are not limited to, security awareness programs with employees, regular vulnerability testing performed by both internal and by external parties, establishing and maintaining a robust disaster recovery program, implementation of a formal incident response program and enhancing email security. The Trust continues to evolve its security tactics and defenses in response to emerging threats. The Trust also follows certain protocols when it engages software vendors concerning data security and access control. Climate Change Risks RioCan is exposed to climate change risk from natural disasters and severe weather, such as floods, ice storms, and wild fires that may result in damage to our investment properties. Such damage may result in loss of NOI from an investment property becoming non-operational, increase in costs to recover/repair properties from a natural disaster and inclement weather, and increase in insurance costs to insure the property against natural disasters and severe weather events. 97 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 RioCan AUDITED ANNUAL CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 TABLE OF CONTENTS Audited Annual Consolidated Financial Statements 99 Management’s Responsibility for Financial Reporting 100 Independent Auditor’s Report 102 Consolidated Balance Sheets 103 Consolidated Statements of Income 104 Consolidated Statements of Comprehensive Income 105 Consolidated Statements of Changes in Equity 106 Consolidated Statements of Cash Flows 107 Notes to Consolidated Financial Statements 98 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 annual consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The annual 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, 2018, 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 auditor before such statements are approved by the Board of Trustees. Other key responsibilities of the Audit Committee include selecting RioCan’s auditor, approving the consolidated financial statements and MD&A, and monitoring RioCan’s existing systems of internal controls. Ernst & Young LLP, the independent auditor appointed by the unitholders of RioCan upon the recommendation of the Board of Trustees, has examined our 2018 and 2017 annual consolidated financial statements and has expressed their opinion upon the completion of such examination in the following report to the unitholders. The auditor has full and free access to, and meets at least quarterly with, the Audit Committee to discuss their audits and related matters. (signed) Edward Sonshine Edward Sonshine, O.Ont., Q.C. Chief Executive Officer (signed) Qi Tang Qi Tang Senior Vice President and Chief Financial Officer Toronto, Canada February 11, 2019 99 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 To the Unitholders of RioCan Real Estate Investment Trust INDEPENDENT AUDITOR’S REPORT Opinion We have audited the consolidated financial statements of RioCan Real Estate Investment Trust and its subsidiaries (the Trust), which comprise the consolidated balance sheets as at December 31, 2018 and 2017, and the consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Trust as at December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs). Basis for Opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Trust in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other Information Management is responsible for the other information. The other information comprises: • Management’s Discussion and Analysis • The information, other than the consolidated financial statements and our auditor’s report thereon, in the Annual Report Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. The Annual Report is expected to be made available to us after the date of the auditor’s report. If based on the work we will perform on this other information, we conclude there is a material misstatement of other information, we are required to report that fact to those charged with governance. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, 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. In preparing the consolidated financial statements, management is responsible for assessing the Trust’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Trust’s financial reporting process. Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. 100 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 INDEPENDENT AUDITOR’S REPORT (continued) As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit 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 Trust’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Trust to cease to continue as a going concern Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. The engagement partner on the audit resulting in this independent auditor’s report is John Langhorne, CPA, CA. Toronto, Canada February 11, 2019 101 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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: Common Total equity Total liabilities and equity Note December 31, 2018 December 31, 2017 5 6 7 8 4,5 9 13 12 11 4,12 14 15 $ 13,009,421 $ 13,160,244 13,339 189,817 164,014 206,123 194,227 152,126 74,698 14,003,765 2,742,633 2,218,270 913,130 — 463,342 $ $ 11,929 176,256 145,873 132,003 410,178 269,870 70,225 14,376,578 2,694,619 2,300,247 904,429 32,670 399,927 6,337,375 $ 6,331,892 7,666,390 7,666,390 14,003,765 $ 8,044,686 8,044,686 14,376,578 $ $ $ $ The accompanying notes are an integral part of the consolidated financial statements. Approved on behalf of the Board of Trustees (signed) Siim A. Vanaselja Siim A. Vanaselja Chair of Audit Committee Trustee (signed) Edward Sonshine Edward Sonshine, O. Ont., Q.C. Chief Executive Officer Trustee 102 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 Residential inventory sales Property management and other service fees Operating costs Rental operating costs Recoverable under tenant leases Non-recoverable costs Residential inventory cost of sales Operating income Other income Interest income Income from equity-accounted investments Fair value 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 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 2018 2017 18 $ 1,110,160 $ 1,140,665 18 20 6 5 19 21 22 23 4 24 24 24 24 24 24 $ $ $ $ $ $ $ $ 22,264 15,418 — 14,554 1,147,842 1,155,219 389,285 17,384 20,882 427,551 720,291 11,452 11,174 18,304 20,316 61,246 168,299 55,999 11,294 20,023 255,615 525,922 (1,440) 527,362 741 528,103 528,103 528,103 1.68 — 1.68 1.68 — 1.68 $ $ $ $ $ $ $ $ 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 2.18 313,936 314,024 326,805 326,929 103 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands of Canadian dollars) Years ended December 31, Net income Other comprehensive (loss) income: Items that may be reclassified subsequently to income, net of tax: Interest rate swap agreements: Unrealized (loss) gain during the year Reclassified during the year to income Unrealized (gain) on cross-currency interest rate swap agreements Marketable securities: Unrealized gain during the year Reclassified during the year to income Other comprehensive (loss) from equity-accounted investments Item that is not to be reclassified to income, net of tax: Actuarial gain (loss) on pension plan Other comprehensive (loss) income, net of tax Comprehensive income, net of tax Comprehensive income, net of tax attributable to: Unitholders The accompanying notes are an integral part of the consolidated financial statements. Note $ 2018 528,103 $ 2017 715,286 15, 26 26 15 15, 37 15, 37 15 $ $ (7,796) 2,099 — — — (149) 864 (4,982) 523,121 $ 12,901 — (74) 35,698 (45,981) — (984) 1,560 716,846 523,121 $ 716,846 104 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 RIOCAN REAL ESTATE INVESTMENT TRUST CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In thousands of Canadian dollars) Balance, December 31, 2016 $ 144,755 $ 4,788,520 $ 22,619 $ 2,986,177 $ 67,817 $ 8,009,888 Note Preferred equity Common trust units Contributed surplus Retained earnings Accumulated other comprehensive income Total equity Changes during the year: Net income Other comprehensive income Unit-based compensation exercises Units issued Units purchased and cancelled Unit-based compensation awards Unit redemptions Preferred trust unit issue costs Distributions to unitholders Balance, December 31, 2017 Balance, December 31, 2017 Adjustment on adoption of IFRS 9 Balance, January 1, 2018 Changes during the year: Net income Other comprehensive loss Unit-based compensation exercises Units issued Units purchased and cancelled Unit-based compensation awards Distributions to unitholders Balance, December 31, 2018 15 15 15 15 15 15 17 $ Note 2 $ 37 37 $ 15 15 15 15 15 17 — — — — — — (149,500) 4,745 — — $ — — 250 26,171 (57,870) — — — — — — (10) — — 4,757 — — — 715,286 — — — (41,705) — — (4,745) (464,141) — 1,560 — — — — — — — 715,286 1,560 240 26,171 (99,575) 4,757 (149,500) — (464,141) 4,757,071 $ 27,366 $ 3,190,872 $ 69,377 $ 8,044,686 Preferred equity Common trust units Contributed surplus Retained earnings Accumulated other comprehensive income Total equity — $ 4,757,071 $ 27,366 $ 3,190,872 $ 69,377 $ 8,044,686 — — — 67,371 (68,664) (1,293) — $ 4,757,071 $ 27,366 $ 3,258,243 $ 713 $ 8,043,393 — — — — — — — — — 5,105 1,245 (278,594) — — — — (743) — — 6,826 — 528,103 — — — (183,220) — (450,743) — (4,982) — — — — — 528,103 (4,982) 4,362 1,245 (461,814) 6,826 (450,743) $ — $ 4,484,827 $ 33,449 $ 3,152,383 $ (4,269) $ 7,666,390 The accompanying notes are an integral part of the consolidated financial statements. 105 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 tax recovery Fair value gains on marketable securities Fair value loss on loans receivable Transaction gains, net on disposition of: Realized gain on marketable securities Canadian investment properties Adjustments for changes in other working capital items Cash provided by operating activities Investing activities Acquisitions of investment properties 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 Investment in bonds, net of maturities Proceeds from sale of marketable 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 Units repurchased under normal course issuer bid 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 2018 2017 $ 527,362 $ 708,265 741 528,103 4,575 (8,563) 6,826 (11,174) (18,304) (1,440) (16,472) — — (78) (79,468) 404,005 (63,181) (362,359) (25,541) (34,032) 917,573 (930) (11,533) 9,180 (45,964) 20,091 (2,880) 142,812 543,236 496,860 (586,511) 371,650 (363,140) 298,323 (250,000) (452,170) — (461,814) 4,034 — (942,768) 4,473 70,225 $ 74,698 $ 4 22 18 15 6 5 19, 37 19, 37 31 6 6 19 13 13 30 17 30 7,021 715,286 9,865 (7,806) 4,757 (15,719) (136,942) (320) — 2,550 (45,981) (971) (170,691) 354,028 (46,137) (312,237) (33,683) (35,500) 381,579 (1,567) (18,475) 44,415 (60,396) 14,221 — 153,696 85,916 334,875 (719,719) 563,198 (362,265) 596,948 (150,000) (435,671) (3,514) (99,575) 1,138 (149,500) (424,085) 15,859 54,366 70,225 The accompanying notes are an integral part of the consolidated financial statements. 106 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 AND 2017 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. Revenue 19. Investment and Other Income 108 108 110 120 121 127 128 128 129 129 130 131 132 133 134 135 138 138 139 20. Interest Income 21. Interest Costs 22. General and Administrative 23. Transaction and Other Costs 24. Net Income per Unit 25. Fair Value Measurement 26. Risk Management 27. Capital Management 28. Operating Leases 29. Subsidiaries 30. Supplemental Cash Flow Information 31. Changes in Other Working Capital Items 32. Related Party Transactions 33. Employee Benefits 34. Segmented Information 35. Contingencies and Other Commitments 36. Events after the Balance Sheet Date 37. Transition to IFRS 15 and 9 139 139 140 140 140 141 142 144 145 146 147 147 147 148 148 148 149 150 107 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 1. GENERAL INFORMATION RioCan Real Estate Investment Trust and its consolidated subsidiaries (collectively, the Trust or RioCan) own, develop and operate one of Canada's largest portfolio of retail, 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 symbol REI.UN. These consolidated financial statements of the Trust for the years ended December 31, 2018 and 2017 were authorized for issue by the Board of Trustees on February 11, 2019. 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). All dollar amounts discussed herein are in thousands of Canadian dollars, unless otherwise stated. (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, except with respect to the adoption of IFRS 15, Revenue from Contracts with Customers and IFRS 9, Financial Instruments, which have been applied on a modified retrospective basis without restatement of comparatives. Any IFRS standards issued but not yet effective up to the date of issuance of these consolidated financial statements are described in note 3(x). 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, of other comprehensive income (OCI) 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. 108 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 (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. (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 income 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 income 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, but are not limited to, capitalization rates, stabilized net operating income, leasing costs, vacancy rates, and costs to complete, if applicable. The Trust examines the key assumptions at the end of each reporting period and updates these assumptions based on recent leasing activity and external data available at the time. A change to any of these inputs may significantly alter the fair value of an investment property. 109 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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. 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. The accounting policies set out below have been applied consistently in all material respects, except with respect to the adoption of IFRS 15, Revenue from Contracts with Customers and IFRS 9, Financial Instruments, which have been applied on a modified retrospective basis without restatement of comparatives. Refer to note 37 for the transitional impacts and significant accounting polices which apply to comparative information for 2017. Any IFRS not effective for the current accounting year are described in note 3(x). (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 110 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 • Level 3 - valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognized in the consolidated financial statements on a recurring basis, the Trust determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, RioCan has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. (c) Investment properties Investment properties are held to earn rental revenue or for capital appreciation or both. A key characteristic of an investment property is that it generates cash flows largely independently of the other assets held by an entity. Real estate property held under an operating lease is not classified as investment property. Instead, these leases are accounted for in accordance with IAS 17, Leases. Certain land and/or building 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. Cost includes all amounts related to the acquisition (excluding transaction costs related to a business combination as outlined in note 3(a)) and improvements of the properties. All costs associated with upgrading and extending the economic life of the existing facilities other than ordinary repairs and maintenance are capitalized to investment property. Subsequent to initial recognition, income properties are recorded at fair value, in accordance with International Accounting Standard IAS 40, Investment Property (IAS 40). 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. Gains or losses arising from differences between current period fair value and the sum of previously measured fair value and capitalized costs as described above are recognized in net income in the period in which they arise. (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 the unit of the property can operate in a manner intended by management, which may include that 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. Investment properties are derecognized on disposal or when no future economic benefits are expected from their use or disposal. (d) Residential inventory Residential inventory are assets acquired or developed that RioCan has no intention of using for rental income purposes and plans to sell in the ordinary course of business. The Trust expects to earn a return on such assets through a combination of property operating income earned during the holding period and sales proceeds. Residential inventory is recorded at the lower of cost, including pre-development expenditures and capitalized borrowing costs, and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated selling costs and estimated 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. 111 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 Transfers into residential inventory are based on a change in use evidenced by 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 and the inception of an operating lease to another party. (e) Investment properties classified as held for sale Investment property is classified as held for sale when it is expected that the carrying amount will be recovered principally through sale rather than from continuing use. To be classified as held for sale, the property must be available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such property, and its sale must be highly probable, generally within one year. Upon designation as held for sale, the investment property continues to be measured at fair value and is presented separately on the consolidated balance sheets. (f) Revenue The following is a description of the principal activities from which the Trust generates its revenues, including the nature of revenues, timing of satisfaction of performance obligations and significant payment terms. The following specific recognition criteria must also be met before revenue is recognized: (i) Rental revenue The majority of the Trust's rental revenue is earned from its lease contracts with customers. Base rent The Trust classifies leases with its tenants as operating leases when it has not transferred substantially all of the benefits and risks of ownership of its investment properties. 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 contract where it is determined that the tenant fixturing has no benefit to RioCan beyond the existing tenancy. Realty tax and insurance recoveries Tenant reimbursements for real estate taxes and insurance incurred by the Trust relate specifically to the leased property and are considered to be unavoidable costs directly related to the leased asset. The Trust recognizes realty tax and insurance recoveries as they become due. Straight-line rent Certain lease contracts 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 contract, 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. Common area maintenance (CAM) services The Trust has obligations pursuant to its lease contracts with tenants to provide CAM services in exchange for CAM recoveries which are considered non-lease components. These CAM services are delivered to tenants during the period which the tenants occupy the premises and as such, CAM recoveries are recognized in revenue over time. The Trust receives variable consideration for the CAM recoveries to the extent of costs incurred and revenue is recognized on this basis as this is the best estimate of amounts earned over the period these services are performed. Revenue is constrained by actual costs incurred and any restrictions in the lease contracts. The Trust is obligated to continue to provide CAM services over the remainder of the lease contract term and will recognize revenue based on actual cost incurred to fulfill the CAM services. 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. Parking revenue Parking revenue are fees charged for short-term or transient use of a parking space. Revenue is recognized when the parking space is used and the fee is collected. Parking revenue pursuant to a lease is included in base rent. 112 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 (ii) Residential inventory Revenue from contracts with customers for residential land sales, the sale of townhomes and residential condominium units is recognized at the point in time when control over the property has been transferred, which is generally when possession passes to the customer (i.e., the purchaser) since the customer then has the ability to direct the use and obtain substantially all of the benefits of the respective property. Revenue is measured at the transaction price agreed to under the contract. Funds received from the customer prior to the customer taking possession are recognized as deferred revenue (a contract liability). Non-refundable sales commissions paid by the Trust prior to the customer taking possession are capitalized as contract assets and expensed when the residential inventory revenue is recognized. Directly attributable selling and disposition costs are expensed as incurred. (iii) Property management and other service fees RioCan has interests in various investment properties through joint arrangements and investments in associates. The Trust provides property management services, construction and development services, finance arranging services and leasing services to co-owners, partners and third parties for which it earns market-based fees. Fees for property management services, construction and development services are generally recognized as revenue over the period of performance of those services. Amounts are determined and revenue is recognized based on the agreed transaction price in each contract. Finance arranging and leasing service fees are recognized as revenue in the period in which the service is received by the customer. Amounts are determined and revenue is recognized based on the agreed transaction price in each contract. (g) Investment and other income and transaction and other costs Transaction gains included in investment and other income, and transaction losses included in transaction and other costs on the consolidated statements of income, are recognized on the settlement date or on the settlement of post transaction adjustments and represent the excess proceeds of disposition relating to subsidiaries, investments or assets over their carrying values in the case of transaction 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. (h) 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 the consolidated statements of income. (i) Recognition and measurement of financial instruments Financial assets include RioCan's contractual rents receivable, mortgages and loans receivable, cash and cash equivalents, funds held in trust, marketable securities and derivative contracts. Financial liabilities include RioCan's operating lines of credit, mortgages payable, debentures payable and accounts payable and certain other liabilities. The Trust determines the classification of its financial assets and financial liabilities at initial recognition. The classification of financial instruments depends on the purpose for which they were acquired or incurred. Financial instruments are initially recorded at fair value and, in the case of financial assets or financial liabilities carried at amortized cost, adjusted for directly attributable transaction costs. 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. Financial assets and financial liabilities are recognized when the Trust becomes party to the contractual provisions of the instrument. Financial assets are no longer recognized when the rights to receive cash flows from the assets have expired or are assigned and all the risks and rewards of ownership have been transferred to a third party. Financial liabilities are no longer recognized when the related obligation expires, or is discharged or cancelled. The Trust's derivative instruments are recorded on the consolidated balance sheets at fair value. Changes in fair value of the derivative instruments are recognized in net income, except for derivatives that are designated as effective hedges. Changes in fair value for the effective portion of such hedging relationships is recognized in OCI. See note 3(l) for further discussion regarding hedge accounting policies. 113 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 Financial Instruments Financial assets Cash and cash equivalents Marketable securities (i) Receivables and other assets Mortgages and loans receivable Interest rate swap assets Financial liabilities Debentures payable Mortgages payable Lines of credit and other bank loans Interest rate swap liabilities Accounts payable and other liabilities Classification Amortized cost FVTPL Amortized cost Amortized cost or FVTPL FVTPL (ii) Amortized cost Amortized cost Amortized cost FVTPL (ii) Amortized cost (i) Included in receivables and other assets on the consolidated balance sheet. (ii) Interest rate swaps are derivative financial instruments that are recorded at fair value on the consolidated balance sheet. The effective portion of the fair value gains (losses) are recorded in other comprehensive income as they are designated in an effective cash flow hedging relationship. Financial assets The Trust's financial assets are classified and measured on the basis of both the business model in which the assets are managed and the contractual cash flow characteristics of the asset. Financial assets subsequent to initial recognition are classified and measured based on three categories: (i) amortized cost, (ii) fair value through other comprehensive income (FVOCI) with fair value gains or losses recycled to net income on derecognition for loans and receivables only, or (iii) fair value through profit or loss (FVTPL). (i) Financial assets at amortized cost Financial assets are recorded at amortized cost when financial assets are held with the objective of collecting contractual cash flows and those cash flows represent solely payments of principal and interest (SPPI) and are not designated as FVTPL. These assets are measured at amortized cost subsequent to initial recognition 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. The amortized cost is reduced by impairment losses, if any. Interest income and impairment losses are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss. (ii) Financial assets at FVOCI These financial assets are measured at fair value subsequent to initial recognition. For debt instruments held with the objective of collecting contractual cash flows and selling financial assets, interest income is calculated using the effective interest method and impairment are recognized in profit or loss. Other net fair value gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. For equity instruments not held for trading and where an election to present changes in the fair value subsequent to initial recognition of such instruments in other comprehensive income is made, dividends are recognized in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the investment. Other net fair value gains and losses are recognized in OCI and are never reclassified to profit or loss. Regular way transactions are recorded on a trade date basis. The Trust does not have any financial assets classified as FVOCI. (iii) Financial assets at FVTPL These financial assets are neither held at amortized cost nor at FVOCI as they are managed and evaluated on a fair value basis. These financial assets are measured at fair value subsequent to initial recognition. Net gains and losses, including any interest or dividend income, are recognized in profit or loss unless they are derivative instruments designated in an effective hedging relationship. Financial liabilities Financial liabilities are initially measured at fair value and subsequent to initial recognition are classified and measured based on two categories: (i) amortized cost or (ii) FVTPL. (i) Financial liabilities at amortized cost Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss. 114 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 (ii) Financial liabilities at FVTPL A financial liability is classified as FVTPL if it is classified as held for trading, it is a derivative or designated as FVTPL on initial recognition. Financial liabilities at FVTPL are subsequently measured at fair value and net gains and losses, including any interest expenses, are recognized in profit or loss unless they are derivative instruments designated in an effective hedging relationship. (j) Impairment of financial assets At each reporting date, each financial asset measured at amortized cost is assessed for impairment under an expected credit loss (ECL) model. The Trust applies the simplified approach which uses lifetime ECLs for contractual rents receivable and the general approach for mortgages and loans receivable. Under the general approach, the ECL model requires the recognition of credit losses based on up to 12 months of expected losses for performing loans (Stage 1) and the recognition of lifetime expected losses on performing loans that have experienced a significant increase in credit risk since origination (Stage 2). Stage 3 requires the recognition of lifetime losses for all credit impaired assets. Mortgages and loans receivables are classified as impaired when there is objective evidence that the full carrying amount of the loan or mortgage receivable is not collectible. The Trust uses an accounts receivable aging provision matrix to measure the ECL for contractual rents receivable and applies loss factors to aging categories greater than 60 days past due. ECLs for the mortgages and loans receivable are based on the difference in cash flows the Trust expects to receive and the contractual cash flows due in accordance with the contract, discounted at the asset’s original effective interest rate, and are calculated using the general approach. Any changes in impairment are recognized in net income. Once a mortgage or loan receivable is identified as impaired, the Trust continues to recognize interest income based on the original effective interest rate on the loan amount net of its related allowance. In the periods following the recognition of impairment, adjustments to the allowance for these loans reflecting the time value of money are recognized and presented as interest income. Mortgages and loans receivable and contractual rents 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. (k) 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. 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, this is generally equal to the guarantee fee received, 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 less amortization for the passage of time and (ii) the loss allowance measured using an ECL model. (l) 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. (m) Hedges From time to time, the Trust may enter into interest rate swaps to hedge its interest rate risks. 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 Trust's purposes of hedge accounting, interest rate swap hedges are classified as cash flow hedges. 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, the hedge ratio and how the Trust will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine that there is a continuing economic relationship between the hedged item and hedging instrument. 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 and accumulated in the cash flow hedge reserve within equity. The ineffective portion is recognized in net income. For continuing cash flow hedge arrangements, amounts accumulated in the cash flow hedge reserve are reclassified from the cash flow hedge reserve as a reclassification adjustment in the same periods during which the hedged future cash flow affects the consolidated statements of income. Hedge accounting ceases when the hedging instrument expires or is sold, terminated or 115 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 exercised without replacement or rollover (as part of the hedging strategy); or when it no longer qualifies for hedge accounting. Amounts accumulated in the cash flow hedge reserve at that time remain in equity if the forecasted transaction is still expected to occur and reclassified from OCI and into the consolidated statements of income in the period the forecasted transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is immediately reclassified from OCI to the consolidated statements of income. (n) Comprehensive income Comprehensive income comprises net income and OCI, which generally would include changes in the fair value of the effective portion of cash flow hedging instruments, actuarial gains and losses related to RioCan's defined benefit pension plans and other comprehensive income of equity-accounted investments. The Trust reports consolidated statements of comprehensive income comprising net income and OCI for the year. Prior to January 1, 2018, OCI also included unrealized gains and losses on financial assets classified as available for sale; however, upon transition to IFRS 9, the Trust did not have any financial assets designated as FVOCI. (o) Income taxes The Trust qualifies as a mutual fund trust and a “real estate investment trust” (“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. The Trust is therefore considered, in substance, tax exempt and does not account for income taxes, except for amounts incurred in its incorporated Canadian taxable subsidiaries that continue to be subject to income taxes. These taxable subsidiaries account for income taxes as follows: (i) Current income taxes Using tax rates enacted or substantively enacted at the reporting date, current tax is the expected current income taxes payable or receivable on the taxable income or loss for the year related to the incorporated Canadian taxable subsidiaries. (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 for the incorporated Canadian taxable subsidiaries. Deferred income tax liabilities are recognized for all taxable temporary differences, except: 1. Where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting nor taxable income or loss; and In respect of taxable temporary differences associated with investments in subsidiaries and interests in joint arrangements, where RioCan is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 2. Deferred income tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses, can be utilized except: 2. 1. Where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in jointly controlled entities, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply 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. 116 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 (p) 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 (q) 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. (r) 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. (s) 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. (t) Foreign currency translation These consolidated financial statements are presented in Canadian dollars, which is the functional and presentation currency of the Trust. 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. (u) Non-current assets held for sale and discontinued operations Non-current assets (and disposal groups) are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is satisfied when the asset is available for immediate sale in its present condition, management is committed to the sale, and it is highly probable to occur within one year. Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell and are presented separately from other assets on the Trust's consolidated balance sheets. These measurement requirements do not apply to non-current assets, including the Trust's properties held for sale, that are accounted for in accordance with the fair value model in IAS 40. Comparative information is not adjusted to reflect the held for sale classification in the consolidated balance sheet for the latest period presented. A disposal group is classified as a discontinued operation if it meets the following conditions: (i) it is a component that can be distinguished operationally and financially from the rest of the Trust's operations and (ii) it represents either a separate major line of business or geographic area or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Disposal groups classified as discontinued operations are presented separately from continuing operations in the consolidated statements of income. The comparative consolidated statement of income is presented as if the operation had been discontinued from the start of the comparative year. (v) 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. 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. 117 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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. (w) Changes in accounting policy IFRS 15, Revenue from Contracts with Customers (IFRS 15) The Trust adopted IFRS 15 on its effective date of January 1, 2018 using the modified retrospective basis. IFRS 15 replaces IAS 18, Revenue (IAS 18) and establishes a five-step model to account for 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 standard requires entities to exercise judgment, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with customers. The standard also specifies the accounting for the incremental costs obtaining a contract and the costs directly related to fulfilling a contract. The Trust's assessment included a review of relevant contracts for the following key areas that are in scope of IFRS 15: CAM recoveries, residential inventory sales, property management fees and parking fees. The Trust has concluded that there are no significant differences in revenue recognition for these revenue streams between the point of transfer of risks and rewards under IAS 18 and the point of transfer of control under IFRS 15. No transitional adjustment has been recorded as at January 1, 2018. Additional disclosure on disaggregation of revenue is included in note 18. There were no differences in the amount of revenue recognized; refer to note 37, Transition to IFRS 15 and 9 for accounting policies under IAS 18, which were applicable for prior periods. IFRS 9, Financial Instruments (IFRS 9) The Trust adopted IFRS 9 on its effective date of January 1, 2018 using the modified retrospective basis with no restatement of comparative periods. IFRS 9 replaces IAS 39, Financial Instruments: Recognition and Measurement (IAS 39) and all previous versions of IFRS 9. The standard introduces new requirements for: (i) classification and measurement of financial assets and financial liabilities, (ii) impairment of financial assets and (iii) hedge accounting. The impact to unitholders` equity as at January 1, 2018 was a decrease of $1,293 related to a change in classification of financial asset and remeasurement to fair value. Prior periods have not been restated. Refer to note 37, Transition to IFRS 15 and 9, for the impact on the opening consolidated balance sheet as at January 1, 2018 and for accounting policies under IAS 39, which were applicable in prior periods. IAS 40, Investment Property (IAS 40) In December 2016, the IASB issued a clarifying amendment to IAS 40. 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 were applied prospectively by RioCan on the effective date of January 1, 2018 as there was no change in classification to any of the Trust`s investment properties upon the adoption of the amendments. This amendment did not impact the Trust's consolidated financial statements upon adoption. IFRS 2, Share-Based Payments (IFRS 2) The IASB issued amendments to IFRS 2 that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled. On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. The Trust's accounting policy for cash-settled share based payments is consistent with the approach clarified in the amendments. Therefore, these amendments do not have any impact on the Trust’s consolidated financial statements. (x) Future changes in accounting policies RioCan monitors the potential changes proposed by the IASB and analyzes the effect that changes in the standards may have on its operations. Standards issued but not yet effective up to the date of issuance of these consolidated financial statements are described below. This description is of the standards and interpretations issued that the Trust reasonably expects to be applicable at a future date. The Trust intends to adopt these standards when they become effective. 118 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 IFRS 16, Leases (IFRS 16) In January 2016, the IASB issued IFRS 16. For lessees, the new standard brings most leases on-balance sheet 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 will be effective for the Trust's annual periods beginning on or after January 1, 2019. The Trust has investment properties located on land which is leased. Under current IAS 17, Leases some of these leases are accounted for as operating lease and the related lease payments are expensed. It is expected that under the new lease standard, a right-of-use (ROU) asset and a lease obligation liability will be recorded along with the corresponding financing charges. The ROU asset will be accounted for as investment property, as these land leases meet the definition of investment property under IAS 40. Given the low dollar value of land leases, the gross-up on the consolidated balance sheet and impact on consolidated net income is not expected to be significant. The Trust is the lessee of three land and building leases currently accounted for as investment properties under IAS 40 which it has subdivided and subleased to retail tenants (see note 5). Under IFRS 16, these are considered sublease arrangements, which are classified by reference to the ROU asset arising from the head lease, rather than by reference to the underlying asset under IAS 17. This will result in some tenant subleases to be reclassified to a finance lease on January 1, 2019. For tenant subleases classified as a finance lease, the subdivided portion of the investment property will be derecognized and a finance receivable recognized in its place. The lease cash payments will be allocated between interest income and principal reduction of the finance receivable. IFRS 16 is not expected to have a material impact on total assets, net income or total cash flows as prepared under IAS 17, however, there will be a reallocation amongst various respective components. IASB annual improvements 2015-2017 Cycle (Issued in December 2017) In December 2017, the IASB issued amendments to four standards IFRS 3, Business Combinations (IFRS 3), IFRS 11, Joint Arrangements (IFRS 11), IAS 12, Income Taxes (IAS 12), and IAS 23, Borrowing Costs (IAS 23). These amendments will be effective for annual periods beginning on or after January 1, 2019. The implementation of these standards is not expected to have a significant impact on the Trust. IFRIC 23, Uncertainty over Income Tax Treatment (IFRIC 23) In June 2017, the IASB issued amendments as a clarification to requirements under IAS 12, Income Taxes. IFRIC 23 clarifies the application of various recognition and measurement requirements when there is uncertainty over income tax treatments. This interpretation is effective for annual reporting periods beginning on or after January 1, 2019. The amendments are not expected to have any impact on the Trust’s consolidated financial statements. 119 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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: Years ended December 31, Operating income Other income Other expenses General and administrative expenses (recoveries) Transaction costs (recoveries) Income before income taxes Income tax expense (recovery) Current Net income from discontinued operations Other income $ $ 2018 — $ 2,141 57 155 212 1,929 1,188 741 $ 2017 — 2,560 (1,041) (549) (1,590) 4,150 (2,871) 7,021 For the year ended December 31, 2018, other income includes a partial reversal of provisions based on receivable collections related to RioCan's disposed U.S. property portfolio and the reversal of general and administrative expense accruals. Income taxes For the year ended December 31, 2018, 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: Adjustments for net changes in operating assets and liabilities Net operating cash flow activities Net investing cash flow activities Net financing cash flow activities Net change in cash Properties held for sale $ $ 2018 741 $ (2,170) (1,429) — — (1,429) $ 2017 7,021 (6,069) 952 — — 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, 2018 December 31, 2017 $ $ $ $ 145,850 48,377 194,227 $ $ — — $ $ 194,227 371,299 38,879 410,178 32,670 32,670 377,508 As at December 31, 2018, 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 three income properties held for sale, with an aggregate carrying value of $145.9 million. As at December 31, 2018, RioCan has four development properties held for sale with a carrying value of $48.4 million. 120 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 5. INVESTMENT PROPERTIES As at Income properties Properties under development Year ended December 31, 2018 Balance, beginning of year Acquisitions Dispositions Development expenditures Capital expenditures: Recoverable and non-recoverable expenditures Leasing commissions and tenant improvements Transfers, net (i) Transfers to residential inventory (ii) Fair value gains (losses), net Straight-line rent (iii) Other changes Earn-out consideration Balance, end of year Investment properties Properties held for sale December 31, 2018 December 31, 2017 $ $ 12,021,303 988,118 13,009,421 Income properties $ 12,447,238 $ Properties under development 1,123,184 105,223 (974,895) — 24,905 44,173 484,557 — 25,690 8,563 1,699 — $ $ $ 12,167,153 12,021,303 145,850 12,167,153 $ $ $ 14,846 (19,448) 410,791 — — (484,557) (5,014) (7,386) — — 4,079 1,036,495 988,118 48,377 1,036,495 $ $ $ $ $ $ 12,075,939 1,084,305 13,160,244 Total 13,570,422 120,069 (994,343) 410,791 24,905 44,173 — (5,014) 18,304 8,563 1,699 4,079 13,203,648 13,009,421 194,227 13,203,648 (i) During the year ended December 31, 2018, transfers to income properties from properties under development totalled $555.5 million reflecting completed developments. Transfers from income properties to properties under development totalled $70.9 million reflecting the commencement of active development on certain income properties during the period. (ii) During the year ended December 31, 2018, the current fair market value of certain office units located on the 2nd and 3rd floors of the Yonge- Eglinton Northeast Corner development were transferred from investment property to inventory as they will not be leased to tenants as originally contemplated, but rather, are being marketed and sold as condominium units. Included in investment properties is $107.7 million of net rents receivable arising from the recognition of rental revenue on a straight-line basis over the lease term (December 31, 2017 - $108.2 million). (iii) 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 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 13,570,422 121 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 (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 Windfield Farms 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. (iii) 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 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 and Residential inventory 2018 2017 2018 2017 $ 105,223 $ — 105,223 — (36,063) 69,160 $ 16,484 $ — 16,484 — (8,631) 7,853 $ 14,846 $ 26,370 41,216 — — 41,216 $ 63,933 36,870 100,803 (28,467) (13,406) 58,930 69,160 — 69,160 $ 7,853 — 7,853 $ 14,846 26,370 41,216 $ 39,280 19,650 58,930 During the three months ended September 30, 2018, RioCan acquired the remaining 20% interest in the Silver City property located in Gloucester, Ontario, for $9.6 million, including transaction costs, and assumed $6.9 million of associated debt. RioCan also acquired the remaining 40% interest in the RioCan Centre Belcourt property located in Ottawa, Ontario, for $26.6 million, including transaction costs, and assumed $16.8 million of associated debt. During the three months ended June 30, 2018, RioCan acquired the remaining 25% interest in Herongate Mall in Ottawa, Ontario, for a purchase price of $13.4 million, including transaction costs. In connection with this acquisition, debt of $5.4 million was assumed. RioCan also acquired a 20% interest in Shoppers City East in Ottawa, Ontario, for a purchase price of $10.9 million including transaction costs, with no debt assumed. The Shoppers City East acquisition included both income property ($5.1 million) and property under development ($5.8 million). During the three months ended March 31, 2018, RioCan acquired Thickson Centre in Whitby, Ontario, for a purchase price of $31.7 million, including transaction costs at a capitalization rate of 6.16% with no assumption of debt. The Trust also acquired the remaining one-third interest in Green Lane Centre in Newmarket, Ontario, for a purchase price of $18.9 million, including transaction costs at a capitalization rate of 5.65%, and assumed a mortgage with a fair value of $9.4 million, which included a mark-to-market adjustment of $2.5 million. Properties under development acquisitions During the three months ended June 30, 2018, RioCan acquired a 20% interest in Shoppers City East in Ottawa, Ontario, which included property under development valued at $5.8 million. During the three months ended March 31, 2018, the Trust completed four development property acquisitions aggregating $35.5 million, including transaction costs at RioCan's interest. Three of these acquisitions represent land parcels pertaining to RioCan's Yorkville project development site, located in Toronto, Ontario, where the total acquisition price of $31.1 million, including transaction costs (at RioCan's 50% interest) was allocated $26.4 million to residential development inventory and $4.7 million to properties under development. Riocan and its 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. Also during the three months ended March 31, 2018, RioCan acquired the remaining 18.75% equity interest in development lands located in Vaughan, Ontario, at a purchase price of $4.4 million. 122 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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, currently expected in the first half of 2019, subject to final costs incurred. Also, the Trust has an agreement to acquire the remaining 50% interest in the retail component of ePlace, from its partners at a purchase price based on a 7.00% capitalization rate on the stabilized net operating income upon completion estimated in 2019. The Trust has also agreed to purchase the partners' interest in the retail portion of the Yorkville project upon completion at a 6.00% capitalization rate. On April 20, 2018, RioCan entered into an agreement to purchase from its partner the remaining one-third interest in RioCan Marketplace in Toronto, Ontario, for a purchase price of $18.3 million, including a $11.5 million assumption of debt. On December 14, 2018, the agreement was amended to extend the closing date, which is estimated to occur in the first quarter of 2020. Dispositions The following table summarizes the Trust's dispositions of investment property: As at December 31, Total consideration Mortgages associated with investment property dispositions Vendor take-back mortgages receivable on dispositions Total consideration, net of related debt Income properties Properties under development 2018 974,895 $ (58,870) (9,525) 906,500 $ 2017 294,820 $ — (2,500) 292,320 $ $ $ 2018 19,448 $ — — 19,448 $ 2017 88,127 (1,024) — 87,103 123 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 Income properties dispositions For the year ended December 31, 2018, the Trust disposed of the following properties: Property name and location Churchill Plaza, Sault Ste. Marie, ON King Plaza, Oshawa, ON London Plaza, London, ON Aberdeen & Cecile, Hawkesbury, ON Six properties in PQ and ON (i) Bellfront Shopping Centre, Belleville, ON City View Plaza, Ottawa, ON (ii) Quispamsis Town Centre, Quispamsis, NB RioCan Niagara Falls, Niagara Falls, ON 4055 Carling, Ottawa, ON West Ridge Place, Orillia, ON RioCan’s sales proceeds (thousands of dollars) Debt assumed by vendor (thousands) Ownership interest disposed of by RioCan Date disposed October 4, 2018 $ 15,550 $ October 4, 2018 November 15, 2018 November 19, 2018 14,050 4,000 1,100 November 23, 2018 107,600 November 27, 2018 November 28, 2018 December 14, 2018 December 19, 2018 December 20, 2018 December 20, 2018 14,735 14,050 12,526 11,800 6,570 15,850 Total sales proceeds of dispositions for the three months ended December 31, 2018 $ 217,831 Shoppers Drug Mart, Pembroke, ON Shoppers Drug Mart on Argyle, Caledonia, ON 506 & 510 Hespeler Rd, Cambridge, ON Mega Centre Rive-Sud, Levis, PQ 735 Queenston Road, Hamilton, ON Hartsland Market Square, Guelph, ON Four properties in PQ (iii) RioCan Centre Victoria, Whitby, ON RioCan Centre London North, London, ON Five properties in London, ON (iv) Flamborough Power Centre, Hamilton, ON July 25, 2018 $ 11,340 July 30, 2018 July 31, 2018 August 2, 2018 August 27, 2018 August 29, 2018 September 20, 2018 September 27, 2018 September 28, 2018 September 28, 2018 7,625 42,304 3,000 38,000 41,100 7,992 42,000 100,564 18,468 Total sales proceeds of dispositions for the three months ended September 30, 2018 $ 312,393 Four properties in ON and BC (v) Six properties in ON (vi) King George Square, Belleville, ON Centre Carnaval, Trois Rivieres, PQ West Side Place, Port Colborne, ON Northumberland Square, Miramichi, NB Norwest Plaza, Kingston, ON Shoppers Drug Mart, Repentigny, PQ 410 King Street North, Waterloo, ON April 3 & 23, 2018 April 16, 2018 $ 216,214 13,280 May 8, 2018 27,400 May 23, 2018 May 31, 2018 June 5, 2018 June 21, 2018 June 29, 2018 4,200 5,025 9,300 6,250 1,100 Total sales proceeds of dispositions for the three months ended June 30, 2018 $ 282,769 Collingwood Centre, Collingwood, ON GoodLife Plaza, St. Catharines, ON Dilworth SC, Kelowna, BC (vii) Vernon Square, Vernon, BC Gates of Fergus, Fergus, ON Total sales proceeds of dispositions for the three months ended March 31, 2018 Total sales proceeds of dispositions for the year ended December 31,2018 February 21, 2018 $ 64,802 February 19, 2018 March 26, 2018 84,950 12,150 $ 161,902 $ 974,895 (i) Includes six Walmart properties located in New Liskeard, ON; Belleville, ON; Trenton, ON; Leamington, ON; Saint-Hyacinthe, PQ; and Lachute, PQ. (ii) RioCan provided a vendor take-back mortgage of $2.0 million related to this transaction. 124 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 100% 100% — — — — — — — — — — — — — — 26,145 — — — — — — — 26,145 — — — — — — — — — — 32,725 — 32,725 58,870 $ $ $ $ $ $ $ $ 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, 2018 and 2017 (iii) (iv) (v) (vi) Includes four properties: Centre Carnaval-Montreal, Montreal, PQ; Centre-Granby, Granby, PQ; Galeries Laurentides (retail), St-Antoine, PQ; and Levis Mall, Levis, PQ. Includes five properties all located in London, ON: Commissioners Court Plaza; Adelaide Centre; Wharncliffe Centre; Oakridge Centre; and RioCan Centre London South. Includes four properties: RioCan Fairgrounds I&II in Orangeville, ON; Campus Estates in Guelph, ON; Cowichan Common in Duncan, BC; and Flamborough Walmart in Flamborough, ON. Includes six properties in Ontario: 2 King Street West, Bowmanville; 297 King Street East, Kingston; 270 Dundas Street East, London; 81 King Street West, Hamilton; 200 Ouellette Avenue, Windsor; and 79 Durham Street, Sudbury. (vii) RioCan provided a vendor take-back mortgage of $7.5 million related to this transaction. Properties under development dispositions During the three months ended December 31, 2018, the Trust sold one parcel of development land located in Calgary, Alberta, for sales proceeds of $11.6 million. During the three months ended September 30, 2018, the Trust sold a parcel of excess land in Oshawa, Ontario, for sales proceeds of $7.8 million. 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 has renewal terms. 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 $259.7 million (December 31, 2017 - $273.8 million) and the corresponding finance lease obligation is $20.1 million (December 31, 2017 - $21.5 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, 2018 December 31, 2017 $ $ $ 2,532 $ 9,007 15,309 26,848 $ 6,784 20,064 $ 2,532 9,342 17,506 29,380 7,855 21,525 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 25 for further details. Quoted market prices in active markets are the best evidence of fair value and are used as the basis for fair value measurement, when available. When quoted market prices are not available, judgment is required to estimate fair value based on the best information available, including prices for similar assets and the use of other valuation techniques. These valuation techniques are consistent with the objective of measuring fair value and involve a degree of estimation depending on the availability of market-based information. Valuation processes Internal valuations RioCan measures the vast majority of its investment properties, including co-owned properties, using valuations prepared by its internal valuation team. This team consists of individuals who are knowledgeable and have specialized industry experience in real estate valuations and report directly to a senior member of the Trust's management. The internal valuation team's processes and results are reviewed and approved by the Valuations Committee on a quarterly basis, in line with the Trust's quarterly reporting dates. The Trust's Valuations Committee is responsible for approving any fair value changes to the investment properties and consists of senior management of the Trust including the Chief Operating Officer & Senior Vice President, Investments & Residential; the Senior Vice President & Chief Financial Officer; and other executive members. 125 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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. 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. During the year, the Trust obtained a total of 31 external property appraisals (including 7 vacant land parcels), which supported an IFRS fair value of approximately $2.1 billion or 16% of the Trust's investment property portfolio as at December 31, 2018. In 2019, 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, including leasing 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. 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 and meet certain thresholds, the direct capitalization method is applied to capitalize the pro forma net operating income (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 capitalization rate - is based on the location and quality of the properties and takes into account market data at the valuation date. The primary method of valuation for land acquired for development is the comparable sales approach, which considers recent sales activity for similar land parcels in the same or similar markets. Land values are estimated using either a per acre or per buildable square foot basis based on highest and best use. Such values are applied to RioCan's properties after adjusting for factors specific to the site, including its location, intended use, zoning, servicing and configuration. The table below summarizes the classification, valuation approach and inter-relationship between the Level 3 key unobservable inputs and fair value measurements for the Trust's investment properties: Classification Valuation approach Income producing properties / Properties under development Direct capitalization income approach Key unobservable input 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, 2018, the weighted average capitalization rate for the Trust's investment properties and properties held for sale is 5.49% (December 31, 2017 - 5.56%). 126 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 Sensitivity analysis of changes in capitalization rates The following table is a sensitivity analysis 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%) December 31, 2018 0.25% 0.50% 0.75% 1.00% 4.49% 4.74% 4.99% 5.24% 5.49% $ 5.74% 5.99% 6.24% 6.49% 15,574,967 14,753,502 14,014,349 13,345,725 12,737,990 $ 12,183,206 11,674,725 11,206,987 10,775,285 2,836,977 2,015,512 1,276,359 607,735 — (554,784) (1,063,265) 22.27 % 15.82 % 10.02 % 4.77 % — % (4.36)% (8.35)% (1,531,003) (12.02)% (1,962,705) (15.41)% Ratio of total debt to total assets (net of cash and cash equivalents) 34.6% 36.4% 38.1% 39.9% 41.6% 43.4% 45.1% 46.8% 48.5% 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 $127.4 million. A 1% decrease in SNOI would result in a lower portfolio fair value of $127.4 million. A 1% increase in SNOI coupled with a 0.25% decrease in capitalization rates would result in a higher portfolio fair value of $741.2 million. A 1% decrease in SNOI coupled with a 0.25% increase in capitalization rates would result in a lower portfolio fair value of $676.6 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: Equity Investee Dawson-Yonge LP RioCan-HBC JV Principal activity December 31, 2018 December 31, 2017 Owns and operates an income property Owns and operates income properties WhiteCastle New Urban Fund, LP (WNUF 1) WhiteCastle New Urban Fund 2, LP (WNUF 2) WhiteCastle New Urban Fund 3, LP (WNUF 3) Development and sale of residential inventory WhiteCastle New Urban Fund 4, LP (WNUF 4) 40.0% 12.5% 14.2% 19.3% 20.0% 18.4% 40.0% 12.0% 14.2% 19.3% 20.0% 18.4% The following table shows the changes in the aggregate carrying value of RioCan's investment in associates and joint ventures for the year ended December 31, 2018: Years ended December 31, Balance, beginning of year Contributions Share of net income Distributions Other Balance, end of year $ $ 2018 176,256 $ 11,533 11,174 (9,180) 34 189,817 $ 2017 185,278 18,475 15,719 (44,415) 1,199 176,256 127 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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, 2018 2017 Current assets Non-current assets Current liabilities (i) Non-current liabilities (ii) Net assets Equity-accounted investments RioCan-HBC JV Other Total RioCan-HBC JV Other Total $ $ $ 4,621 $ 221,388 $ 226,009 $ 10,045 $ 215,272 $ 225,317 2,028,739 362,726 418,151 23,427 20,163 72,884 2,052,166 2,003,865 382,889 491,035 12,747 782,892 22,530 14,434 58,419 2,026,395 27,181 841,311 1,252,483 $ 151,768 $ 1,404,251 158,629 $ 31,188 $ 189,817 $ $ 1,218,271 $ 164,949 $ 1,383,220 147,897 $ 28,359 $ 176,256 Years ended December 31, 2018 2017 Revenue Operating expenses Fair value gains (losses) Interest expense Net income (loss) Income (loss) from equity-accounted investments RioCan-HBC JV Other Total RioCan-HBC JV Other Total $ $ $ 142,496 $ 3,424 $ 145,920 $ 129,766 $ 47,293 $ 177,059 24,333 5,249 31,101 8,033 1,267 436 92,311 $ 11,357 $ (3,778) $ (183) $ 32,366 6,516 31,537 88,533 11,174 11,387 (3,722) 18,386 6,906 403 459 18,293 (3,319) 18,845 $ $ 96,271 $ 40,331 $ 136,602 11,347 $ 4,372 $ 15,719 (i) As at December 31, 2018, total current liabilities includes $365.6 million of mortgages payable and term loans. (ii) Includes mortgages payable and lines of credit with maturities beyond twelve months. 7. MORTGAGES AND LOANS RECEIVABLE As at December 31, Current Non-current Mortgages and loans receivable measured at amortized cost $ $ 2018 7,418 $ 156,596 164,014 $ 2017 33,214 112,659 145,873 As at December 31, 2018, mortgages and loans receivable bear interest at a weighted average effective and contractual rate of 6.4% per annum (December 31, 2017 - 5.4%) and mature between 2019 and 2023. Future repayments of mortgages and loans receivables by year of maturity are as follows: 2019 2020 2021 2022 2023 $ $ 8. RESIDENTIAL INVENTORY Residential inventory consists of assets that are developed by RioCan for sale in the ordinary course of business. 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) Dispositions Development expenditures Transfers from investment properties (ii) Balance, end of year $ $ 2018 132,003 $ 26,370 (19,828) 62,564 5,014 206,123 $ 7,418 45,663 84,559 7,525 18,849 164,014 2017 48,414 36,870 — 30,545 16,174 132,003 (i) Represents the cost of properties acquired and located in the Yorkville area in 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, 2018, the current fair market value of certain office units located on the 2nd and 3rd floors of the Yonge- Eglinton Northeast Corner development were transferred from investment property to inventory as they will not be leased to tenants as originally contemplated, but rather, are being marketed and sold as condominium units. 128 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 9. RECEIVABLES AND OTHER ASSETS The following table details the Trust's receivables and other assets as at December 31, 2018 and December 31, 2017: As at December 31, 2018 Non- current Current Total Current 2017 Non- current Total Prepaid expenses and other assets $ 85,336 $ 7,278 $ 92,614 $ 205,835 $ 14,975 $ 220,810 Net contractual rents receivable (i) Amounts due on condominium final closings Funds held in trust Management information system Interest rate swaps agreements 17,043 17,863 7,642 — — — — 1,660 11,016 4,288 $ 127,884 $ 24,242 $ 17,043 17,863 9,302 11,016 4,288 152,126 $ 18,569 — — — — — — 11,858 13,532 5,101 18,569 — 11,858 13,532 5,101 224,404 $ 45,466 $ 269,870 (i) Includes common area maintenance, realty tax, and insurance recoveries. Prepaid expenses and other assets Prepaid expenses and other assets primarily include marketable 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, 2018, included in other assets are $4.2 million of non-refundable sales commissions the Trust has paid with respect to the sale of these condominium units (December 31, 2017 - $3.8 million), where it is probable that future economic benefits will flow to the Trust. No amount will be amortized and charged to net income until the revenue associated with the sale is recognized. Selling commissions (Contract Costs) The following table shows the change in selling commissions: Years ended December 31, Balance, beginning of year Additions Selling commissions expensed during the year Balance, end of year $ $ 2018 3,806 989 (579) 4,216 During the year ended December 31, 2018, $1.0 million of additions in selling commissions related to condominium sales and $0.6 million of selling commissions were expensed as buyers took possession of their respective residential inventory units. Contractual rents receivable Contractual rents receivable are presented net of an allowance for doubtful accounts of $1.1 million as at December 31, 2018 (December 31, 2017 - $1.7 million). RioCan determines its allowance for doubtful accounts using the simplified lifetime ECL model for contractual rents receivable. The Trust uses an accounts receivable aging provision matrix to assess the ECL and applies loss factors to aging buckets greater than 60 days past due. Funds held in trust Funds held in trust include property-specific deposits held by the Trust's solicitors in the name of the Trust. These funds will be released upon funding the construction of the residential inventory projects or upon closing of such projects. Funds held in trust may also relate to certain funds held in escrow pursuant to agreements of purchase and sale, which are to be used for the acquisition of investment properties. 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 taxes 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. 129 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 As at December 31, 2018, the Trust's Canadian corporate subsidiaries have recognized deferred income tax assets totalling $13.3 million (December 31, 2017 - $11.9 million) on deductible temporary differences related to intangible assets, deferred pension, deferred compensation and loss carryforwards that expire over the next 18 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 Current Non-current $ $ $ $ 2018 350,190 $ 349,459 213,481 913,130 $ 363,394 $ 549,736 913,130 $ 2017 387,093 299,360 217,976 904,429 127,523 776,906 904,429 Revolving unsecured operating line of credit As at December 31, 2018, RioCan had cash advances outstanding of $353.0 million and $647.0 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 3.41% (December 31, 2017 - 2.53%). On May 4, 2018, the Trust exercised its option to extend the maturity date on its operating line of credit to May 31, 2023. All other terms and conditions remained the same. Non-revolving unsecured credit facilities The Trust has a $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 credit facility bears interest at a rate of Bankers' Acceptances plus 110 basis points per annum and is fully drawn as at December 31, 2018. The Trust has a $150 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 December 27, 2019. The credit facility bears interest at a rate of Bankers' Acceptances plus 100 basis points per annum and is fully drawn as at December 31, 2018. The non-revolving unsecured credit facility agreements 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 27 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. As at December 31, 2018, these secured facilities and other bank loans have an aggregate maximum borrowing capacity of $311.4 million and mature in 2019, of which the Trust had drawn $213.5 million (December 31, 2017 - $218.0 million). The weighted average contractual interest rate on amounts outstanding is 3.36% (December 31, 2017 - 2.28%). 130 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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 Future repayments of mortgages payable by year of maturity are as follows: $ $ $ $ 2018 2,218,270 $ — 2,218,270 $ 310,217 $ 1,908,053 2,218,270 $ 2017 2,300,247 32,670 2,332,917 578,851 1,754,066 2,332,917 Year 2019 2020 2021 2022 2023 Thereafter Weighted average contractual interest rate Scheduled principal amortization Principal maturities Total repayments 4.21% $ 39,635 $ 270,582 $ 310,217 3.67% 4.25% 3.25% 3.48% 3.83% 26,645 17,293 13,971 11,591 11,989 459,087 390,085 144,801 274,037 552,084 485,732 407,378 158,772 285,628 564,073 3.84% $ 121,124 $ 2,090,676 $ 2,211,800 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 10,115 (3,645) $ 2,218,270 During the year ended December 31, 2018, RioCan completed new term mortgage borrowings of $496.9 million at a weighted average interest rate of 3.68% and a weighted average term of 7 years. During the year ended December 31, 2018, repayments of mortgage balances and scheduled amortization amounted to $586.5 million. Pledged properties As at December 31, 2018, $5.4 billion of the aggregate carrying value of investment properties, properties held for sale, residential inventory and certain other assets serves as security for RioCan's mortgages payable (December 31, 2017 - $6.0 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 2019 and 2034. 2018 (i) 3.83% 3.84% 2017 3.80% 3.81% 131 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 13. DEBENTURES PAYABLE As at December 31, Current Non-current $ $ 2018 350,000 $ 2,392,633 2,742,633 $ 2017 250,000 2,444,619 2,694,619 As at December 31, 2018, total debentures payable bear interest at weighted average contractual rates of 3.31% and weighted average effective rates of 3.40% (December 31, 2017 - 3.28% and 3.34%, respectively). Issuance and redemption activity 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. Prior to maturity, the Series AA debentures can be redeemed in whole or in part at par on or after August 29, 2023. On March 5, 2018, RioCan redeemed, in full, its $250 million 2.87% Series S senior unsecured debentures in accordance with its terms. The Trust has the following series of senior unsecured debentures outstanding as at December 31 : Series S Q U X Z R V Y T AA W I Contractual obligations Maturity date 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 September 29, 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 2.87% 3.85% 3.62% 2.19% 2.19% 3.72% 3.75% 2.83% 3.73% 3.21% 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 2018 — $ 350,000 150,000 250,000 300,000 250,000 250,000 300,000 200,000 300,000 300,000 100,000 2,750,000 $ $ $ 2019 2020 2021 2022 2023 Thereafter Weighted average contractual interest rate 3.85% $ 2.72% 2.89% 3.25% 3.42% 3.95% $ 2017 250,000 350,000 150,000 250,000 300,000 250,000 250,000 300,000 200,000 — 300,000 100,000 2,700,000 Principal maturities 350,000 400,000 550,000 550,000 500,000 400,000 2,750,000 (7,367) 2,742,633 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, 2018, the Trust was in compliance with its covenants pursuant to the Trust's Declaration and debenture indentures. 132 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 14. ACCOUNTS PAYABLE AND OTHER LIABILITIES As at December 31, 2018 Non- current Current Total Current 2017 Non- current Total Property operating costs (i) $ 56,171 $ 27,054 $ 83,225 $ 54,689 $ 24,239 $ 78,928 Capital expenditures and leasing commissions: Properties under development Income properties Deferred revenue Unitholder distributions payable Interest payable Finance lease obligations Income taxes payable Unfunded employee future benefits Unit-based plans payable Contingent consideration Interest rate swap agreements Other trade payables and accruals 166,497 144,325 18,400 64,533 36,612 23,187 1,534 14,532 — 4,917 5,151 25 18,674 — — — 1,578 — — 18,530 — 13,879 6,461 — 7,779 — $ 388,061 $ 75,281 $ 166,497 144,325 18,400 66,111 36,612 23,187 20,064 14,532 13,879 11,378 5,151 7,804 18,674 463,342 $ 111,334 85,144 20,625 20,527 38,039 27,435 1,461 14,396 — 5,889 2,718 765 18,330 — — — 43,775 — — 20,064 — 14,156 5,521 — 2,154 — 111,334 85,144 20,625 64,302 38,039 27,435 21,525 14,396 14,156 11,410 2,718 2,919 18,330 290,018 $ 109,909 $ 399,927 (i) Includes amounts billed in advance for common area maintenance, realty taxes and insurance recoveries. Deferred revenue Deferred revenue consists of the following: As at Deposits received from customers on condominium sales (contract liabilities) Other deferred revenue (i) (i) Includes prepaid rental income from tenants to be recognized over time. Deposits received from customers on condominium sales (contract liabilities) The following table shows the change in deposits received from customers (contract liabilities): Year ended Balance, beginning of year Amounts deferred from new contracts with customers during the year Recognized as revenue during the year Balance, end of year December 31, 2018 39,780 26,331 66,111 December 31, 2018 41,926 3,445 (5,591) 39,780 $ $ $ $ During the year ended December 31, 2018, $5.6 million of deposits received from customers on condominium sales (contract liabilities) were recognized in revenue upon the tenants taking possession of condominium units. Income taxes payable Income taxes payable relates primarily to the realized gain on sale of the Trust's U.S. income property portfolio during May 2016. 133 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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-based compensation exercises Direct purchase plan Exchangeable limited partnership units Common trust units repurchased and cancelled Balance, end of year 2018 Units $ 323,734 4,757,071 2017 Units 326,615 $ 4,788,520 — 268 21 31 — 5,105 515 730 1,003 25,273 10 36 — 250 898 — (18,957) 305,097 (278,594) 4,484,827 (3,930) 323,734 (57,870) 4,757,071 Included in units outstanding as at December 31, 2018 are exchangeable limited partnership units totalling 0.5 million units (December 31, 2017 - 1.0 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. Effective November 1, 2017, RioCan suspended its DRIP and unitholders that were enrolled in the DRIP receive cash distributions 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. RioCan’s NCIB was made in accordance with the requirements of the TSX. Under the NCIB, RioCan could 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 12 months effective October 20, 2017. The number of units that could be purchased pursuant to the bid was 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 funded the purchases out of its available cash and undrawn credit facilities. On October 16, 2018, RioCan received TSX approval of its notice of intention to renew its NCIB, to acquire up to a maximum of 30,579,868 of its units, or approximately 10% of its outstanding units as at September 30, 2018, for cancellation over the next 12 months, effective October 22, 2018. The number of units that can be purchased pursuant to the renewed NCIB is subject to a current daily maximum of 178,116 units (which is equal to 25% of 712,465, being the average daily trading volume from April 1, 2018 to September 30, 2018, excluding RioCan's purchases on the TSX under its former NCIB), 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 primarily out of net proceeds from its asset dispositions, available cash and undrawn credit facilities. During the year ended December 31, 2018, the Trust acquired and cancelled 19.0 million units at a weighted average purchase price of $24.35 per unit, for a total cost of $461.8 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 $183.2 million. Preferred trust 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 restricted equity plans (REU Plans) and performance equity plan (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 values of these equity-settled awards are 134 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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, 2018, RioCan recorded $6.8 million in unit-based compensation costs (December 31, 2017 - $4.8 million). Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) as at and for the year ended December 31, 2018 consists of the following amounts: As at December 31, 2017 Adjustment on adoption of IFRS 9 As at January 1, 2018 Other comprehensive income As at December 31, 2018 Available-for-sale investments Actuarial loss on pension plan (i) Interest rate swap agreements (hedge reserve) $ $ 68,664 $ (68,664) — — — $ (1,981) $ 2,694 $ — (1,981) 864 — 2,694 (5,846) (1,117) $ (3,152) $ Total 69,377 (68,664) 713 (4,982) (4,269) (i) Amounts presented are net of deferred taxes of $0.4 million (December 31, 2017- $0.4 million). Upon adoption of IFRS 9 on January 1, 2018, equity instruments previously classified as AFS financial assets with unrealized gains and losses recorded in OCI are now measured at FVTPL. The cumulative unrealized gain of $68.7 million has been reclassified to retained earnings upon adoption of IFRS 9. Refer to note 37 for further details. 16. UNIT-BASED COMPENSATION PLANS REU Plans Senior Executive REU Plan As at December 31, 2018, 121,352 Senior Executive REUs are unvested and outstanding (December 31, 2017 - 78,258). The Senior Executive REU Plan was introduced in 2017 and provides for the allotment of REUs to the Chief Executive Officer (CEO), Chief Operating Officer & Senior Vice President Investments & Residential, and Senior Vice President & 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 26, 2018, the Trust granted 50,694 REUs under its Senior Executive REU Plan. The grant date price was $24.00 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 $1.2 million. Employee REU Plan As at December 31, 2018, 189,618 Employee REUs are unvested and outstanding (December 31, 2017 - 141,472). The Employee REU Plan was introduced in 2017 and 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. On February 26, 2018, the Trust granted 86,131 REUs under its Employee REU Plan. The grant date price was $24.00 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 $2.0 million. 135 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 Performance Equity Unit Plan (PEU Plan) As at December 31, 2018, 443,821 PEUs are unvested and outstanding (December 31, 2017 - 404,676). PEUs issued contain a multiplier factor and the final number of PEUs that will vest will range from 0% to 200% of the initial number awarded based on certain performance targets of each grant year. The PEUs outstanding will be paid out based on achievement of specific performance conditions in 2018, 2019 and 2020. Unit distributions paid during the period from grant date until settlement date will be credited to each PEU participant in the form of additional PEUs. Effective January 1, 2017, the Trust, after receiving unitholder feedback, implemented several changes to its executive pay program including a modification made to the comparator group for compensation benchmarking to include only peers that are domiciled in Canada, and stipulated 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. For 2017, RioCan adopted a single performance metric for its PEU Plan, which was 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. For 2018, RioCan adopted two performance metrics for its PEU Plan, being FFO per unit achievement and relative TUR against its peer group, a modification made upon further assessment by the Trust of its PEU Plan and taking into account further unitholder feedback. During February 2018, the Trust granted 175,347 PEUs under its PEU Plan at a fair value of $4.0 million. The grant date fair value assumptions using the Monte-Carlo valuation model are as follows: For the years ended 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) December 31, 2018 December 31, 2017 $ $ $ $ 3,969 175 22.68 1.9 % 14.8 % (4.4)% 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 are subject to certain internal and external measures of performance. The PEUs will vest based on the following performance metrics: half are subjected to an internal cumulative FFO growth performance hurdle and half are subjected 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 entity in the comparator group over the period from January 1, 2018 to February 26, 2018. Incentive unit option plan The Trust provides long-term incentives to certain employees by granting options through the incentive unit option plan (Plan). RioCan is authorized to issue up to a maximum of 22 million common unit options under the Plan. As at December 31, 2018, 11.8 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 10 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. As part of comprehensive changes to its executive compensation program, the Trust enhanced the design of its long-term incentive program through its commitment to reduce the frequency of option grants, with no option grants made in 2017 and replacing that portion of the overall long-term incentive compensation in 2017 with grants of REU Plans and the PEU Plan as described above. The unit option program was not cancelled altogether to permit the Board to grant options at some future date as it determines in the best interest of the Trust. During February 2018, the Trust granted 0.7 million unit options to certain members of senior management (December 31, 2017 - nil). 136 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 The weighted average assumptions used in the calculation of the units granted for the years ended December 31, 2018 and 2017 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) $ $ $ $ 2018 657 650 24.00 2.1% 6.1% 14.6% 5.6 2017 (v) — — — —% —% —% — (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. (v) No units were granted during the year ended December 31, 2017. Unvested unit options granted prior to January 1, 2018, 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: Options Outstanding, beginning of year Granted Exercised Expired Forfeited Outstanding, end of year Options exercisable at end of year Average fair value per unit of options granted during the year 2018 2017 Units (in thousands) Weighted average exercise price Units (in thousands) Weighted average exercise price 7,775 $ 650 (238) — (277) 7,910 $ 6,251 $ $ 26.47 24.00 17.94 — 26.27 26.53 26.75 1.01 8,408 $ — (10) (410) (213) 7,775 $ 5,553 $ $ 26.52 — 25.78 27.44 26.71 26.47 26.31 — The following table summarizes our outstanding options and related exercise price ranges of units granted under the plan: Exercise Price Range ($/unit) As at December 31, 12.15 to 24.93 24.94 to 26.53 26.54 26.55 to 27.50 27.51 to 27.69 27.70 to 30.00 Outstanding Options Vested Options Number of Common 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 2018 945 2,136 1,140 1,339 1,304 1,046 7,910 2017 582 2,248 1,150 1,393 1,329 1,073 7,775 2018 2017 2018 2017 $23.07 $20.02 25.58 26.54 27.28 27.58 29.31 25.59 26.54 27.28 27.57 29.31 $26.53 $26.47 6.5 5.3 3.8 3.7 4.5 5.1 4.8 2.3 7.1 5.1 5.1 6.0 7.2 5.9 2018 345 1,361 1,140 1,316 1,304 785 6,251 2017 582 948 1,031 1,341 1,114 537 5,553 2018 2017 $21.46 $20.02 25.47 26.54 27.28 27.58 29.31 25.33 26.54 27.28 27.59 29.31 $26.75 $26.31 Trustee Unit Plans Deferred Unit Plan The Deferred Unit Plan was introduced in 2014 for non-employee Trustees of the Trust (Trustees). Trustees may be awarded deferred units, each of which are economically equivalent to one unit, from time to time at the discretion of the Board of Trustees upon recommendation from management, subject to a maximum annual grant not to exceed that number of deferred units which is $150,000 divided by the average market price of a unit on the award date. Trustees may also elect to receive up to 100% of his or her annual retainer and meeting fees for a calendar year otherwise payable in cash in the form of deferred units. The maximum number of units reserved for issuance under the Deferred Unit Plan at any time is 750,000. As at December 31, 2018, there are 272,269 deferred units issued and outstanding (December 31, 2017 - 226,714). During the year ended December 31, 2018, 30,384 units were exercised. 137 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 17. DISTRIBUTIONS TO UNITHOLDERS Total distributions declared to unitholders are as follows: Years ended December 31, 2018 2017 Common Unitholders Preferred Unitholders – Series C Total distributions Distributions per unit Total distributions Distributions per unit $ $ 450,743 $ — 450,743 1.4400 $ 460,627 $ — $ 3,514 464,141 1.4100 0.5876 On January 15, 2019, RioCan declared a distribution payable of 12.00 cents per unit for the month of January 2019, which was paid on February 7, 2019 to common trust unitholders of record as at January 31, 2019. 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. 18. REVENUE Rental revenue Years ended December 31, Base rent Realty tax and insurance recoveries Common area maintenance recoveries Percentage rent Straight-line rent Lease cancellation fees Parking revenue Rental revenue $ $ 2018 695,187 $ 227,772 158,361 8,853 8,563 7,932 3,492 1,110,160 $ 2017 (i) 729,723 226,939 159,486 10,486 7,806 6,225 — 1,140,665 (i) 2017 is not restated for IFRS 15 changes in presentation. As result of adopting IFRS 15, Revenue from contracts with customers, the following tables provide additional disclosure of the Trust`s various revenue streams. Revenue from contracts with customers Revenue from contracts with customers include common area maintenance recoveries and parking revenue that are included in rental revenue: Year ended December 31, Residential inventory sales Common area maintenance recoveries Property management and other service fees Parking revenue Revenue from contracts with customers Property management and other service fees $ $ 2018 22,264 158,361 15,418 3,492 199,535 Property management and other service fees include the following fees which are recognized either at a point in time or over time as indicated in the following table: Year ended December 31, 2018 Property management fees Construction and development fees Leasing fees Financing arrangement fees Other Property management and other service fees Timing of recognition Total At a point in time Over time 4,383 $ 5,392 1,007 1,195 3,441 — $ — 1,007 1,195 2,753 4,383 5,392 — — 688 15,418 $ 4,955 $ 10,463 $ $ 138 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 Residential inventory sales The following table identifies estimated revenue from residential inventory sales to be recognized in future periods at the point in time when purchasers take possession of their respective residential units based on condominium and townhouse pre-sold as of December 31, 2018: As at Within one year More than one year Total 19. INVESTMENT AND OTHER INCOME Years ended December 31, Income earned on marketable securities Fair value gains on marketable securities Transaction gains and other income $ $ 2018 2,998 $ 16,472 846 20,316 $ December 31, 2018 199,894 5,226 205,120 2017 8,574 — 48,440 57,014 $ $ Under IFRS 9, which was adopted on January 1, 2018 without restatement of prior periods, marketable securities that were previously categorized as AFS are now classified and measured at FVTPL. Effective January 1, 2018, cumulative unrealized fair value gains of $68.7 million as of December 31, 2017 that were previously recognized in other comprehensive income (loss) were reclassified to opening retained earnings. During the year ended December 31, 2018, the Trust realized $59.2 million of cumulative unrealized gains on the sale of marketable securities. During the year ended December 31, 2018, the Trust had fair value gain on its marketable securities portfolio of $16.5 million. The following table breaks down the fair value gains on marketable securities for the year ended December 31, 2018: Year ended December 31, Realized gains on sale of marketable securities during the year Change in unrealized fair value on marketable securities during the year Fair value gains on marketable securities during the year $ $ 2018 59,239 (42,767) 16,472 For the year ended December 31, 2017, $46.0 million of realized gain on the sale of marketable securities was included in transaction gains and other income. 20. INTEREST INCOME Years ended December 31, Interest income measured at amortized cost Interest income measured at fair value through profit or loss (i) Other interest income $ $ 2018 9,624 $ 1,315 513 11,452 $ 2017 6,786 — 800 7,586 (i) During the year ended December 31, 2018, includes $0.6 million of fair value gains on mortgages and loans receivable measured at fair value through profit or loss. 21. INTEREST COSTS Years ended December 31, Total interest Less: Interest capitalized $ $ 2018 206,743 $ 38,444 168,299 $ 2017 199,817 28,399 171,418 For the year ended December 31, 2018, interest was capitalized to properties under development and residential inventory at a weighted average effective interest rate of 3.46% (December 31, 2017 - 3.54%). 139 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 22. GENERAL AND ADMINISTRATIVE Years ended December 31, Salaries and benefits Unit-based compensation expense Depreciation and amortization Other general and administrative $ $ 2018 29,212 $ 7,070 4,575 15,142 55,999 $ 2017 23,267 3,911 9,865 15,517 52,560 Other general and administrative costs include information technology costs, public company costs, professional fees, travel expenses, occupancy costs, donations, advertising, promotion and marketing costs. 23. TRANSACTION AND OTHER COSTS For the year ended December 31, 2018, transaction and other costs primarily include property acquisition and disposition costs totalling $20.0 million (December 31, 2017 - $11.8 million). 24. 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: 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 $ $ $ $ $ $ $ 2018 528,103 $ 741 527,362 $ — 527,362 $ 313,936 88 314,024 1.68 $ — 1.68 $ 1.68 $ — 1.68 $ 2017 715,286 7,021 708,265 3,514 704,751 326,805 124 326,929 2.16 0.02 2.18 2.16 0.02 2.18 (i) The calculation of diluted weighted average units outstanding excludes 7.6 million unit options for the year ended December 31, 2018 (December 31, 2017 - 6.7 million units), as the exercise price of these unit options was greater than the average market price of RioCan's common trust units. 140 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 25. 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: Marketable securities Investment properties: Income properties Properties under development Properties held for sale Interest rate swaps Total assets measured at fair value Liabilities measured at fair value: Interest rate swaps Total liabilities measured at fair value $ $ December 31, 2018 December 31, 2017 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 $ 54,092 $ 5,555 $ 1,835 $ 180,432 $ 5,541 $ 1,516 — — — — 54,092 $ — 12,021,303 — — 988,118 194,227 4,288 9,843 $ 13,205,483 $ — — — — — — 12,075,939 — 1,084,305 — 410,178 5,101 — 180,432 $ 10,642 $ 13,571,938 — — $ 7,804 7,804 $ — — $ — — $ 2,919 2,919 $ — — For assets and liabilities measured at fair value as at December 31, 2018, 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. 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 Marketable securities Receivables and other assets (i) Mortgages and loans receivable Interest rate swap assets Financial liabilities: Mortgages payable (ii) Debentures payable Lines of credit and other bank loans Interest rate swap liabilities Accounts payable and other liabilities (iii) December 31, 2018 December 31, 2017 Carrying value Fair value Carrying value Fair value $ 74,698 $ 74,698 $ 70,225 $ 61,482 44,208 164,014 4,288 2,218,270 2,742,633 913,130 7,804 344,488 61,482 44,208 163,488 4,288 2,241,987 2,744,140 913,130 7,804 344,488 187,489 30,427 145,873 5,101 2,332,917 2,694,619 904,429 2,919 292,943 70,225 187,489 30,427 144,855 5,101 2,365,243 2,738,790 904,429 2,919 292,943 Includes net contractual rents receivable and funds held in trust. Includes liabilities held for sale. (i) (ii) (iii) Excludes other liabilities that are not financial liabilities (deferred revenue, income taxes payable, employee future benefits, unit-based plans payable, interest rate swap liabilities and contingent consideration). The fair values of the Trust's financial instruments were determined as follows: Cash and cash equivalents, receivables and other assets, and accounts payable and other liabilities These instruments' carrying amounts approximate fair values due to their short-term nature. Mortgages and loans receivable The fair value of mortgages and loans receivable is determined by the discounted cash flow method using applicable inputs such as prevailing interest rates, contractual rates and discounts and considers the fair value of the underlying collateral. 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 and other bank loans, 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. 141 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 Interest rate swaps 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. 26. RISK MANAGEMENT The main risks arising from the Trust's financial instruments are interest rate risk, liquidity risk, credit risk and foreign exchange risk. 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, 2018, approximately 15.8% of the Trust's debt is financed at variable rates (including mortgage debt related to properties held for sale), exposing the Trust to interest rate risk (December 31, 2017 - 16.5%). 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. Hedge effectiveness is determined at the inception of the hedge relationship, and through quarterly effectiveness assessments to ensure that an economic relationship exists between hedged item and hedging instrument. The hedge ratio is set at a ratio of 1:1 for the specific portions of floating rate debt that have been designated as the hedged item.The Trust enters into hedge relationships where the critical terms of the hedging instrument match with the terms of the hedged item, as a result the Trust does not expect any sources of hedge ineffectiveness, except from changes in credit risk of the Trust and the counterparty. The Trust has applied hedge accounting and recorded the changes in fair value for the effective portion of these derivatives in OCI accumulated in the cash flow hedge reserve in equity from the date of hedge designation. Accumulated amounts are reclassified from OCI to net income in the periods where the forecasted cash flows impact net income. 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 net income. As at December 31, 2018, the outstanding notional amount of the floating-for-fixed interest rate swaps is $764.4 million (December 31, 2017 - $662.1 million) and the term to maturity of these agreements ranges from April 2020 to November 2028. The outstanding interest rate swaps by year of maturity are as follows: Maturity 2019 2020 2021 2022 2023 Thereafter Notional original principal amount Weighted average effective fixed interest rate $ $ 72,528 123,272 112,178 60,305 271,139 125,004 764,426 2.50% 2.81% 3.06% 2.89% 3.18% 3.76% The Trust assessed the effectiveness of its hedging relationships and determined all such designated hedging relationships were effective as at December 31, 2018. As at December 31, 2018, the fair value of the interest rate swaps is, in aggregate, a net financial liability of approximately $3.5 million (December 31, 2017 - net financial asset of approximately $2.2 million). As at December 31, 2018, the carrying value of the Trust's floating rate debt that is not subject to a hedging strategy is $0.9 billion and a 50 basis point increase in market interest rates would result in an annualized decrease of $4.6 million in the Trust's net income. The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows: Nominal amount of hedging instrument Carry amount of the hedging instrument Assets Liabilities Line item in the statement of financial position Changes in value recognized in OCI Hedge ineffectiveness recognized in profit or loss Amounts reclassified from the hedge reserve to profit or loss Line item in profit or loss affected by reclassification 2018 Interest rate risk $764,426 $4,288 $7,804 Receivables and other assets (assets), Accounts payable and other liabilities (liabilities) $(7,796) — $2,099 Interest costs 142 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 The amounts at the reporting date relating to items designated as hedged items were as follows: 2018 Changes in fair value used for calculating hedge ineffectiveness Balance in cash flow hedge reserve for continuing hedges Balances in cash flow hedge reserve for discontinued hedges Interest rate risk Variable rate mortgages and lines of credit and the bank loans $ (7,796) $ (3,152) $ — 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 operating 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 current repayments of debentures, refer to note 13 for details. The Trust expects to continue financing future acquisitions, development and debt obligations through existing cash balances, internally generated cash flows, mortgages, credit facilities, issuance of unsecured debentures, the sale of non-core assets and the issuance of equity. 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, typically through co-ownership arrangements, default on the repayment of their mortgages to the Trust. • Third-party defaults on the repayment of debt whereby RioCan has provided guarantees, including guarantees by RioCan on behalf of its co-owners and on behalf of purchasers who assumed mortgages on property dispositions. 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, ensuring a considerable portion of the Trust’s revenue is earned from national and anchor tenants and conducting credit assessments for new tenants. Credit risk relating to mortgages receivable and third-party guarantees is mitigated through recourse against such parties and/or the underlying real estate. These financial instruments are considered to have low credit risk. The Trust monitors the debt service ability of the properties underlying the mortgage receivables and third-party guarantees to assess for changes in credit risk. 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 and loans receivable. The maximum exposure to credit risk on financial assets on the consolidated balance sheet are the carrying values in note 25. For the maximum exposure to credit risk on third-party guarantees refer to note 35. 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, RioCan has significantly reduced its foreign exchange risk. Refer to note 4 for details on RioCan's discontinued U.S. operations. 143 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 27. CAPITAL MANAGEMENT The Trust defines capital as the aggregate of unitholders’ equity and debt. The Trust’s capital management framework is designed to maintain a level of capital that complies with investment and debt restrictions pursuant to RioCan’s Declaration, complies with existing debt covenants, enables the Trust to achieve target credit ratings, implements its business strategies and builds long-term unitholder value. The key elements of RioCan’s capital management framework are approved by its unitholders via the Trust’s Declaration of Trust and by its Board through their annual review of the Trust’s strategic plan and budget, supplemented by periodic Board and Board Committee meetings. Capital adequacy is monitored by the Trust by assessing performance against the approved annual plan throughout the year, which is updated accordingly, and by monitoring adherence to investment and debt restrictions contained in the Declaration and debt covenants. RioCan’s Declaration provides for maximum total debt levels up to 60% of Aggregate Assets (as defined in the Declaration). The Trust is in compliance with this restriction. 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, 2018. 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 2018 $ 2,742,633 $ 2,218,270 913,130 — 5,874,033 7,666,390 2017 2,694,619 2,300,247 904,429 32,670 5,931,965 8,044,686 $ 13,540,423 $ 13,976,651 41.6% 5.3% 2018 3.68 41.0% 3.3% 2017 3.87 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 unsecured operating credit facilities, which are calculated on a rolling twelve-month basis. As at and for the year ended December 31, 2018, the Trust is in compliance with all applicable financial covenants. 144 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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, 2018 < 60% < 40% > 1.5x > $5,000 > 1.5x < 15% 44.8% 18.1% 2.8x $7,666 2.0x 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 coverage 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, contingent liabilities 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 assets to unsecured indebtedness ratio is calculated as unencumbered assets divided by unsecured indebtedness. (vi) These ratios include inputs from proportionately consolidated equity accounted investments. 28. 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 $ $ 2018 667,554 1,926,223 1,390,139 3,983,916 Contingent rent recognized in the consolidated statements of income for the year ended December 31, 2018 is $9.5 million (December 31, 2017 - $12.0 million). 145 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 29. 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 RioCan Realty Investments Partnership Seventeen LP RioCan Realty Investments Partnership Eighteen LP RioCan Realty Investments Partnership Twenty LP RioCan Realty Investments Partnership Twenty-One LP RioCan Realty Investments Partnership Twenty-Two LP RC Preferred Interest Trust RC NA Property 4 LP RC NA Property 5 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 Canada Canada Canada Canada Canada The Trust has investments in certain joint ventures that are structured using entities that separate the investor and the investee. As a result, the Trust only has rights to and is liable for the net assets of the investee for these joint ventures. Refer to note 6 for the financial information of RioCan-HBC JV, Dawson-Yonge LP, 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), which are the Trust's six associates and joint ventures that are accounted for using the equity method as at December 31, 2018. 146 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 30. SUPPLEMENTAL CASH FLOW INFORMATION Years ended December 31, Interest received Interest paid Distributions paid: Distributions declared during the year Distributions declared in the prior year paid in the current year Distributions declared in current year 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 The following provides a reconciliation of liabilities arising from financing activities: $ $ $ $ 2018 3,096 $ 210,991 (450,743) $ (38,039) 36,612 (452,170) $ — (452,170) $ 2017 5,724 199,224 (460,627) (38,356) 38,039 (460,944) 25,273 (435,671) Year ended December 31, 2018 Balance, beginning of year Cash flows Non-cash changes: Deferred financing costs Assumed (disposed) on acquisition/disposition, net Mortgages payable Lines of credit and other bank loans $ 2,332,917 $ 904,429 $ (89,651) 8,510 Debentures 2,694,619 48,323 (2,189) (22,807) 191 — (309) — Balance, end of year $ 2,218,270 $ 913,130 $ 2,742,633 31. CHANGES IN OTHER WORKING CAPITAL ITEMS Years ended December 31, Receivable and other assets Mortgage receivable interest Residential inventory Accounts payable and other liabilities Other Net change in other working capital items $ $ 2018 (15,491) $ (6,894) (69,106) 14,399 (2,376) (79,468) $ 2017 (304) (4,199) (50,195) (109,510) (6,483) (170,691) 32. RELATED PARTY TRANSACTIONS RioCan's related parties include the following persons and/or entities: (a) associates, joint ventures, or entities which are controlled or significantly influenced by the Trust; and (b) key management personnel including the Trustees and those persons having the authority and responsibility for planning, directing and controlling the activities of RioCan. Activity and transactions with associates and joint ventures are disclosed in note 6. 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; Chief Operating Officer and Senior Vice President Investments & Residential, Jonathan Gitlin; and Senior Vice President and Chief Financial Officer, Qi Tang (collectively, the Key Executives). Remuneration of the Trust’s Trustees and Key Executives during the years ended December 31, 2018 and 2017 is as follows: Years ended December 31, Compensation and benefits Unit-based payments Post-employment benefit costs Trustees Key Executives 2018 280 $ 1,663 — 1,943 $ 2017 261 $ 1,537 — 1,798 $ 2018 8,188 $ 4,551 41 12,780 $ 2017 5,226 2,214 36 7,476 $ $ 147 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 On June 18, 2018, the Trust announced the resignation of Raghunath Davloor, President and Chief Operating Officer, effective July 31, 2018. Effective August 1, 2018, Jonathan Gitlin assumed the role of Chief Operating Officer & Senior Vice President, Investments and Residential. 33. EMPLOYEE BENEFITS Plan characteristics RioCan sponsors a defined contribution plan and three defined benefit plans that provide pension and certain post-employment benefits to eligible employees. Plan members are not required, nor are they permitted, to contribute to these plans. The defined benefit plans are closed to new members and any new employees are generally eligible to join the defined contribution pension plan. All plans are administered by separate funds that are legally segregated from RioCan. Defined contribution plan The Trust's defined contribution pension plans provide pension benefits based on accumulated RioCan contributions. RioCan's contributions are based on a percentage of an employee’s annual earnings. For the year ended December 31, 2018, RioCan's contributions to the defined contribution plan was $2.7 million (December 31, 2017 - $2.6 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. 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, 2018 is $3.4 million (December 31, 2017 - $3.4 million). The recognized pension obligation (net of plan assets) as at December 31, 2018 is $13.9 million (December 31, 2017 - $14.2 million). Pension costs, net of recoveries, of $0.5 million were recorded in net income for the year ended December 31, 2018 (pension costs for the year ended December 31, 2017 - $0.4 million). The discount rate used was 3.6% (December 31, 2017 - 3.4%), the compensation growth rate was 4.0% (December 31, 2017 - 4.0%) and the expected long-term rate of return on assets was 3.6% (December 31, 2017 - 3.4%). 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. 34. 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. 35. 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, 2018, the maximum exposure to credit loss as a result of debt guaranteed by RioCan is $309.2 million, which expires between 2019 and 2023, which includes guarantees of $251.2 million on behalf of co-owners (December 31, 2017 - $348.9 million). $58.0 million of debt guaranteed by RioCan relates to the assumption of mortgages on property dispositions (December 31, 2017 - $36.1 million). There have been no defaults by the primary obligors for debts on which the Trust has provided its guarantees and no provision for expected losses on these guarantees has been recognized in the Consolidated Financial Statements. 148 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 Expiry of guarantees by year are as follows: 2019 2020 2021 2022 2023 Total Letters of credit $ $ 133,594 59,913 69,387 43,616 2,710 309,220 The Trust has aggregate letter of credit facilities with certain Schedule I banks totalling $77.9 million (December 31, 2017 - $79.0 million). As at December 31, 2018, the Trust’s outstanding letters of credit under these facilities were $47.5 million (December 31, 2017 - $37.2 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 twelve months Two to five years Over five years Total Investment commitments RioCan-HBC Joint Venture December 31, 2018 Land Leases Operating Leases Total Commitments $ $ 1,044 $ 3,452 5,966 10,462 $ 265 $ 663 13 941 $ 1,309 4,115 5,979 11,403 As at December 31, 2018, RioCan has approximately $142.7 million of remaining unfunded investment commitments related to the RioCan-HBC JV (December 31, 2017 - $150.0 million). The remaining contribution commitments are expected be completed by November 25, 2020. WhiteCastle New Urban Funds (WNUF) As at December 31, 2018, the Trust has total unfunded investment commitments of $79.6 million relating to WNUF 1, WNUF 2, WNUF 3 and WNUF 4 (December 31, 2017 - $83.9 million). Amounts to be funded are callable by the general partner at any point prior to the expiration of the limited partnership agreements, subject to certain extension term provisions, which are June 17, 2019 for WNUF 1; February 28, 2022 for WNUF 2; May 1, 2025 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. 36. EVENTS AFTER THE BALANCE SHEET DATE Acquisitions and Dispositions On January 10, 2019, the Trust sold one property located in St. John's, Newfoundland, for sales proceeds of $5.8 million. On January 29, 2019, the Trust acquired one property located in Hamilton, Ontario, for a purchase price of $35.2 million at a weighted average capitalization rate of 6.21% and assumed a mortgage payable with a fair value of $14.2 million, which included a mark-to-market adjustment of $0.4 million. On January 31, 2019, the Trust sold one property located in Victoria, British Columbia, for sales proceeds of $110.0 million. On January 31, 2019, the Trust sold one property located in Ottawa, Ontario, for sales proceeds of $23.0 million. On February 5, 2019, the Trust acquired the remaining 50% interest in one property located in Calgary, Alberta for a purchase price of $70.4 million at a weighted average capitalization rate of 5.83% and assumed a mortgage payable for $45.0 million. Financing Activities Subsequent to the year end, the Trust extended the maturity date of its $150.0 million non-revolving unsecured credit facility from December 27, 2019 to June 27, 2024 and fixed the all-in annual interest rate at 3.43% through an interest rate swap. The Trust also fixed the annual all-in interest rate for $125.0 million of its other non-revolving unsecured credit facility maturing on January 31, 2023 at 3.38% through an interest rate swap. 149 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 Subsequent to the year end, the Trust also entered into a $350.0 million five-year non-revolving unsecured credit facility with three financial institutions (consisting of two Schedule I banks and one Schedule III bank) and has fully drawn on the credit facility to repay certain debt and for general Trust purposes. This credit facility matures on February 7, 2024 and, through an interest rate swap, bears an annual all-in fixed interest rate of 3.34%. This credit facility requires the Trust to maintain certain financial covenants similar to those of the Trust's revolving unsecured operating line of credit and other non-revolving unsecured credit facilities. 37. TRANSITION TO IFRS 15 AND 9 IFRS 15, Revenue from Contracts with Customers (IFRS 15) Upon adoption of IFRS 15, the Trust has concluded that there are no significant differences in revenue recognition for these revenue streams between the point of transfer of risks and rewards under IAS 18 and the point of transfer of control under IFRS 15. No transitional adjustment has been recorded as at January 1, 2018. Accounting Policies for Revenue under IAS 18, Revenue Recognition The following accounting policies apply to comparative information for 2017 in our consolidated financial statements as we did not restate prior periods on adoption of IFRS 15. Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Trust and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received. The following specific recognition criteria must also be met before revenue is recognized: (i) Rental revenue Base rent The Trust has not transferred substantially all of the benefits and risks of ownership of its investment properties and, therefore, accounts for leases with its tenants as operating leases. Rental revenue includes all amounts earned from tenants related to lease agreements including property tax and operating cost recoveries. Revenue recognition under a lease commences when the tenant has the right to use the leased asset, which is typically when the tenant takes possession of, or controls, the physical use of the leased property. Generally, this occurs on the lease commencement date. When RioCan is required to make additions to the property in the form of tenant improvements that enhance the value of the property, revenue recognition begins upon substantial completion of such additions. Tenant incentives are recognized as a reduction of rental revenue on a straight-line basis over the term of the lease where it is determined that the tenant fixturing has no benefit to RioCan beyond the existing tenancy. Straight-line rent Certain leases contain rent escalation clauses or provide for tenant occupancy during periods for which no rent is due. RioCan records the total rental income on a straight-line basis over the full term of the lease, including the tenant fixturing period. An accrued straight-line rent receivable is recorded from tenants for the difference between the straight-line rent and the rent that is contractually owing. Percentage rent Percentage rent is typically calculated based on a percentage of tenant sales over a specified threshold, which is in addition to base rent. Percentage rents are recognized once the specified threshold has been achieved in accordance with each tenant lease. Lease cancellation fees Amounts payable by tenants to terminate their lease prior to the contractual expiry date are included in rental revenue as lease cancellation fees at the effective date of the lease termination. (ii) Residential inventory Income earned from the sale of residential inventory is recognized when all of the following conditions are met: a) the Trust has transferred to the purchaser the significant risks and rewards of ownership; b) income and costs can be reliably measured; c) the purchaser has made a substantial commitment demonstrating its intent to honour its obligation; and d) collection of any additional consideration is reasonably assured. Income from residential land sales, the sale of homes and residential condominium projects is recorded at the time that the risks and rewards of ownership have been transferred and collectibility of all proceeds is reasonably assured, which is generally when possession or title passes to the purchaser upon closing, all material conditions of the sales contract have been met and a significant cash down payment or appropriate security is received. Directly attributable selling and disposition costs are expensed as incurred. 150 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 (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. IFRS 9, Financial Instruments (IFRS 9) Effective January 1, 2018, the Trust adopted IFRS 9 using the modified retrospective basis with no restatement of comparative periods. IFRS 9 replaces IAS 39, Financial Instruments: Recognition and Measurement (IAS 39) and all previous versions of IFRS 9. The standard introduces new requirements for: (i) classification and measurement of financial assets and financial liabilities, (ii) impairment of financial assets and (iii) hedge accounting. Classification and measurement Under IFRS 9, financial assets are classified and measured on the basis of both the business model in which the assets are managed and the contractual cash flow characteristics of the asset. Financial assets after initial recognition are classified and measured based on three categories: (i) amortized cost, (ii) fair value through other comprehensive income (FVOCI) with fair value gains or losses recycled to net income on de-recognition for loans and receivables only, or (iii) fair value through profit and loss (FVTPL). Financial liabilities are classified and measured on two categories: (i) amortized cost or (ii) FVTPL. 151 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 The following table shows the pre-transition IAS 39 and corresponding IFRS 9 classification and measurement categories, and reconciles the IAS 39 and IFRS 9 carrying amounts for loans, securities and other financial assets as at January 1, 2018 as a result of adopting IFRS 9. There were no changes to the measurement basis of other financial asset categories or any financial liabilities. Financial assets Cash and cash equivalents Marketable securities (i) Receivables and other assets Mortgages and loans receivable Interest rate swap assets Financial liabilities Debentures payable Mortgages payable Classification Category Changes due to: IAS 39 (iii) IFRS 9 IAS 39 Reclassification Remeasurement IFRS 9 Held for Trading Amortized cost $ 70,225 $ — $ — $ 70,225 Available For Sale — 187,489 — FVTPL — Loans and receivables Amortized cost Loans and receivables Amortized cost — FVTPL 30,427 145,873 — (187,489) 187,489 — (23,445) 23,445 — — — — (1,293) — 187,489 30,427 122,428 22,152 Held for Trading FVTPL (ii) 5,101 — — 5,101 Other liabilities Amortized cost $ 2,694,619 $ — $ — $ 2,694,619 Other liabilities Amortized cost 2,300,247 Lines of credit and other bank loans Other liabilities Amortized cost 904,429 Interest rate swap liabilities Accounts payable and other liabilities Held for Trading FVTPL (ii) 2,919 Other liabilities Amortized cost 292,943 — — — — — — — — 2,300,247 904,429 2,919 292,943 Included in receivables and other assets on the consolidated balance sheet. (i) (ii) Interest rate swaps are derivative financial instruments that are recorded at fair value on the consolidated balance sheet. The effective portion of the fair value gains (losses) are recorded in other comprehensive income as they are designated in an effective cash flow hedging relationship. (iii) For the measurement basis that corresponds to the classification basis under IAS 39, refer to this note (see below). On transition, the Trust’s marketable securities, which were previously classified as available-for-sale (AFS) under IAS 39, were classified as FVTPL under IFRS 9 as the cash flows do not meet the SPPI test. As a result, cumulative unrealized fair value gains of $68.7 million previously recorded in accumulated other comprehensive income were reclassified to opening retained earnings as of December 31, 2017. Effective January 1, 2018 all realized and unrealized fair value gains (losses) on these marketable securities are recorded in investment and other income within net income whereas under IAS 39, unrealized fair value gains (losses) were recorded in other comprehensive income until the asset was derecognized or impaired, at which time the cumulative unrealized gains (losses) were recognized in investment and other income within net income. In addition, on transition the Trust’s mortgages and loans receivable were assessed by reference to the underlying cash flows of the loans. Certain mortgages and loans receivable previously classified and measured at amortized cost were reclassified to FVTPL as the underlying cash flows did not represent SPPI and an accumulative fair value loss of $1.3 million was recognized in opening retained earnings as of January 1, 2018. Interest income and fair value gains (losses) on these mortgages and loans receivable recorded at FVTPL are included in interest income within net income. The accounting for financial liabilities remained largely the same as under IAS 39. Impairment of financial assets measured at amortized cost IFRS 9 introduces a new single expected credit loss (ECL) impairment model for the Trust’s financial assets measured at amortized cost. The ECL model results in an allowance for credit losses being recorded on financial assets regardless of whether there has been an actual loss event. ECLs are based on the difference in cash flows the Trust expects to receive and the contractual cash flows due in accordance with the contract, discounted at the asset’s original effective interest rate, and are calculated using either a simplified or a general approach. The adoption of the ECL model did not have a material impact on the Trust’s financial assets carried at amortized cost. Hedging IFRS 9 introduces a new hedge accounting model that expands the scope of hedged items and risks eligible for hedge accounting and aligns hedge accounting more closely with risk management. The new model no longer specifies quantitative measures for effectiveness testing and does not permit hedge de-designation. The Trust applied hedge accounting under IFRS 9 prospectively. The Trust uses floating-for-fixed interest rate swaps to manage interest rate risk. At the date of the initial application, these existing hedging relationships were eligible to be treated as continuing 152 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 hedging relationships. As such, the adoption of the hedge accounting requirements of IFRS 9 had no significant impact to the Trust's Consolidated Financial Statements. Accounting Policies for Financial Instruments under IAS 39, Financial Instruments: Recognition and Measurement The following accounting policies apply to comparative information for 2017 in our consolidated financial statements as we did not restate prior periods on adoption of IFRS 9. 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. (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. 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 153 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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, 2018 and 2017 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. 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. 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. Hedges From time to time, the Trust may enter into foreign currency contracts and interest rate swaps to hedge its foreign currency risks and interest rate risks, respectively. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. For the purpose of hedge accounting, hedges are classified as fair value hedges, cash flow hedges or hedges of a foreign currency exposure related to the net investment in a foreign operation. At the inception of a hedging relationship, RioCan formally designates and documents the hedging relationship to which the Trust is applying hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the Trust will assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated. Cash flow hedges A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction. In a cash flow hedging relationship, the effective portion of the gain or loss on the hedging instrument is recognized in OCI. The ineffective portion is recognized in net income. Hedge accounting ceases when the Trust revokes the hedging relationship; when the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging strategy); or when it no longer qualifies for hedge accounting. Any gain or loss recognized in OCI and accumulated in equity at that time remains in equity until the forecast transaction is ultimately recognized in the consolidated statements of income. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is immediately recognized in the consolidated statements of income. Net investment hedges In hedging a foreign currency exposure of a net investment in a foreign operation, the effective portion of foreign exchange gains and losses on the hedging instrument is recognized in OCI and the ineffective portion is recognized in net income. The amounts, or a portion thereof, previously recorded in OCI within equity are recognized in net income on the disposal or partial disposal of the foreign operation. 154 RIOCAN REAL ESTATE INVESTMENT TRUST ANNUAL REPORT 2018 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 Fax: 1 (800) 249-6189 or (514) 985-8843 Website: www.astfinancial.com Email: inquiries@astfinancial.com STOCK EXCHANGE LISTING The Toronto Stock Exchange Trading Symbols: Common Units – REI.UN ANNUAL MEETING The 2019 Annual Meeting of RioCan REIT will be held on May 28, 2019 at 10:00 a.m. at Cineplex Cinemas Yonge-Eglinton and VIP located at RioCan Yonge Eglinton Centre, 2300 Yonge Street, Toronto, Ontario. All unitholders are invited and encouraged to attend in person or via webcast at www.riocan.com. On peut obtenir une version française du présent rapport annuel sur le site web de RioCan : www.riocan.com. A French language version of this annual report is available on RioCan’s website: www.riocan.com CORPORATE INFORMATION SENIOR MANAGEMENT Edward Sonshine, O.Ont., Q.C. Chief Executive Officer Jonathan Gitlin * President & Chief Operating Officer BOARD OF TRUSTEES Paul Godfrey, C.M., O.Ont. 1,2,3,4 (Chairman of Board of Trustees) Executive Chairman Postmedia Network Canada Corp. Qi Tang Senior Vice President & Chief Financial Officer Bonnie R. Brooks, C.M. 3,4 Corporate Director Richard Dansereau 1,2 Corporate Director, Stonehenge Partners Dale H. Lastman, C.M. Chair and Partner, Goodmans LLP Jane Marshall 2,3,4* President and CEO of Goodleaf Farms Limited, Former COO Choice Properties REIT Sharon Sallows 1,2*,4 Trustee, Chartwell Retirement Residences REIT Director, Home Capital Group Inc. Edward Sonshine, O.Ont., Q.C. Chief Executive Officer RioCan Real Estate Investment Trust Charles M. Winograd 3*,4 President, Winograd Capital Inc. Siim A. Vanaselja 1*,2 Chair of the Audit Committee, RioCan Real Estate Investment Trust Director and Chair of the Board of TransCanada Corporation Director, Great-West Lifeco Inc. Board Member, Power Financial Corporation 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 * Committee Chair 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 Terri Andrianopoulos Vice President, Marketing & Communications Tel: (416) 864-8138 Email: tandrianop@riocan.com John Ballantyne Senior Vice President, Asset Management Andrew Duncan Senior Vice President, Developments Jeff Ross Senior Vice President, Leasing & Tenant Coordination Jennifer Suess Senior Vice President, General Counsel & Corporate Secretary Oliver Harrison Vice President, National Operations Terri Andrianopoulos Vice President, Marketing & Communications David Bain Vice President, Tenant Construction Moshe Batalion Vice President, Leasing Stuart Craig Vice President, Developments Roberto DeBarros Vice President, Construction Ryan Donkers Vice President, Investments Anushka Grant Vice President, Sustainability and Asset Efficiency Sandra Levy Vice President, Human Resources Pradeepa Nadarajah Vice President, Property Accounting Paran Namasivayam Vice President, Recovery Accounting Stephen Roberts Vice President, Analytics Tim Roos Vice President, Operations - Eastern Canada Renee Simms Vice President, Insurance Franca Smith Vice President, Finance Jonathan Sonshine Vice President, Asset Management Jeffrey Stephenson Vice President, Operations - GTA & Central Canada Naftali Sturm Vice President, Real Estate Finance Kimberly Valliere Vice President, Development Construction Renato Vanin Vice President, Information Technology Kim Wingerak Vice President, Operations - Western Canada Jason Wong Vice President, Corporate Tax * Mr. Gitlin was promoted to President & Chief Operating Officer on March 22, 2019. A N N U A L R E P O R T 2 0 1 8 RIOCAN YONGE EGLINTON CENTRE 2300 Yonge Street Suite 500 P.O. Box 2386 Toronto, Ontario M4P IE4 

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