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Same property NOI increased 0. Same property NOI increased 2. For both the quarter and year of , we recorded fair value gains primarily driven by capitalization rate compression and higher stabilized net operating income on certain income producing properties, the revaluation of interests in previously co-owned properties and valuation adjustments on specific development properties. For the year ended December 31, , the Trust recorded fair value losses which mainly reflected valuation adjustments resulting from Target's exit from Canada and interior renovation costs at some of our enclosed malls.

As at December 31, , the weighted average contractual interest rate of our total debt is 3. Interest capitalized to investment properties for the year ended December 31, remained flat compared to , primarily due to higher redevelopment activity associated with the former Target properties being offset by lower portfolio weighted average interest rates. Interest is capitalized to properties under development at weighted average effective interest rates of 3.

Net non-recoverable salaries and benefits was higher compared to primarily due to certain employee termination costs as well as general merit-based salary increases. The increase in unit-based compensation expense compared to was mainly due to certain historical performance unit awards subject to accelerated vesting in connection with our CEO's three-year employment commitment agreement entered into during February.

Leasing Costs Continuing Operations Leasing costs are comprised of the payroll costs of our internal leasing department and related administration costs. The increase in leasing costs of our leasing and administrative operation is primarily due to employee termination costs incurred during the year, general merit-based salary increases and the timing of prior year variable compensation payments. In connection with the closing of our U.

We do expect to incur some ongoing transaction-related professional fees and advisor costs in connection with the U. Fair value gains losses, net , 16, , Fair value losses included in equity accounted investments 4, Deferred income tax expense recovery , , , Internal leasing costs , Accrued property tax expense recovery under IFRIC 21 8, 25, Foreign exchange gain related to realty taxes iii 1, 1, Transaction gains on sale of U. Costs not capitalized on non-active developments iv: The decline in OFFO in the current quarter and for the full year is primarily related to the sale of our U.

Costs not capitalized on non-active developments ii: Property operating costs , 1, Interest costs 1, 1, 5, 6, Demolition costs iii , Deduction of straight-line rents iv 4, 1, 9, 9, Non-cash unit based compensation expense 1, 1, 5, Normalized capital expenditures: Property operating costs , 1, Interest costs 1, 1, 5, 6, Demolition costs , Transaction costs 4, 8, 61, 11, Depreciation and amortization - corporate assets 1, 1, 4, 4, Preferred unit distributions 1, 3, 8, 13, Normalized capital expenditures: Leasing commissions and tenant improvements 6, 6, 25, 25, Maintenance capital expenditures recoverable from tenants 3, 3, 15, 15, Maintenance capital expenditures not recoverable from tenants 2, 2, 10, 10, Non-controlling interests 43 91 Accrued property taxes under IFRIC 21 8, 25, Foreign exchange gain related to realty taxes 1, 1, Gain on sale of marketable securities 3, 14, Internal leasing costs 2, 2, 11, 11, Current taxes on U.

In addition, RioCan is selectively paring its portfolio in order to increase its focus on the six Canadian major markets. The following is our percentage of portfolio net rental revenue derived from the six Canadian major markets: Includes active and non-active projects in greenfield and urban intensification developments located in Canada. Acquisitions and Dispositions During the year ended December 31, , RioCan acquired approximately 1,, additional square feet and disposed of approximately , square feet in connection with certain investment properties located in Canada.

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NLA Transfers During the year ended December 31, , NLA increased by , square feet due to completed development projects which was offset by an NLA decrease of , square feet due to certain planned property redevelopments. Occupancy and Leasing The following table shows the current difference between our committed occupancy tenants that have signed leases and economic occupancy tenants that have commenced paying rent.

The gap between committed occupancy and economic occupancy is wider in Q than the historical average. The historical portfolio committed and economic occupancy rates for our Canadian property operations are as follows: During the quarter, the committed occupancy rate increased 0. We expect economic occupancy to increase during the next 12 months of operations as the former Target space backfill leases commence paying rent.

This includes base rent and operating cost recoveries, but excludes operating costs capitalized while a property is under redevelopment as part of the Target backfill process. A rent commencement timeline for the NLA on our properties that have been leased but are not currently open as at December 31, is as follows: It includes straight-line rents that have been recognized as rental revenues based on tenant possession dates, which are typically earlier than the dates when the tenants start paying cash rents.

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Based on monthly cash rent, net of straight-line rent revenue. During , management undertook a review of its financial and non-financial performance measures, including occupancy metrics. As a result of this review and to achieve better alignment with how management assesses portfolio occupancy, we will be transitioning toward a new measure called "in-place occupancy", effective January 1, In-place occupancy is similar to economic occupancy; however, it also includes tenants that are in possession of their space and have straight-line rents included in revenue under IFRS.

This will provide greater alignment between our occupancy metric and IFRS revenue recognition. RioCan defines small shops as commercial tenants with less than 10, square feet of NLA. The following is a breakdown of the Canadian portfolio committed occupancy: Average in-place net rent slightly increased during the quarter primarily due to higher contractual rent steps and rent renewals on certain tenant leases.

New Leasing Activity RioCan s new leasing activity is as follows: Renewal Leasing A summary of our and renewal leasing activity for the Canadian property portfolios is as follows: Including anchor tenants, the components of renewal activity are as follows: Tenant Vacancies We strive to diversify our tenant base by location, property type and anchor type and by minimizing the degree of reliance on any single tenant. In the regular course of business, we will, however, encounter tenants that are subject to restructuring, insolvency or bankruptcy activities.

In most cases, rental revenue continues to be paid by, or on behalf of, RioCan's tenants. We actively monitor such situations, and in those cases where vacancies occur, RioCan endeavours to replace tenants as quickly as possible at economically similar or better lease terms. In certain instances, such vacancies will give rise to rights in favour of other tenants in the property that is the subject of the vacancy. This is commonly referred to as a co-tenancy right and entitles co-tenants to certain rent reductions or lease terminations.

During the year ended December 31, , RioCan experienced vacancies of approximately 1,, square feet, of which RioCan s interest was 1,, square feet. Target Leasing Update A summary of our leasing progress-to-date is as follows: Total iii 2,, 1,, n. Space currently being marketed includes NLA at Flamborough Power Centre, which was grouped with Greenfield developments in Q iii Expansion space at RioCan Niagara Falls results in an additional 26, square feet of net leasable area at this property. We continue to be proactive in holding discussions with potential retailers to backfill the vacant premises.

Over the long run, we believe that the re-tenanting of the larger Target boxes will result in a more diversified revenue stream and a better draw for consumers. The overall redevelopment costs will evolve as additional tenants are secured, development plans are completed and construction costs finalized. Once the tenants take possession, these interest costs will be expensed. As of December 31, , , square feet at RioCan s interests have been committed in addition to the leased space where tenants have been open or have taken possession.

There is also 97, square feet at RioCan's interest that is currently being marketed, but is not presently the subject of active lease negotiations where redevelopment plans are being prepared. The area that will be converted for landlord purposes including common area, loading docks and other uses represents , square feet at RioCan's interest, which is subject to change based on tenant demand.

The remaining , square feet at RioCan s interest represents space for potential redevelopment where plans have not yet been finalized. The lease agreements are in various stages of negotiations and there can be no assurance as to how many of the lease agreements will be completed or their timelines. At the time of the tenant's filing we had 12 Golf Town stores under lease including the aforementioned three disclaimed leases representing approximately , square feet of total NLA with an average remaining lease term of 4 years at RioCan s proportionate share.

We have reached an agreement for 9 of the 12 locations for Golf Town to remain as a tenant and one of the three vacated locations has been re-leased to another tenant. Danier Leather also announced that it had made an assignment in bankruptcy pursuant to the Bankruptcy and Insolvency Act Canada in March of RioCan had eight locations under lease representing approximately 27, square feet of total NLA, at RioCan's interest, with an average remaining lease term of 3. We have re-leased seven of the eight vacated locations.

We did experience a few other fashion tenant closures, the largest of which was Jones New York, where we had a total of five locations under lease representing only 15, square feet of total NLA at RioCan's interest. Two of these locations have been re-leased. The store closings as discussed in this section are not expected to have a material effect on our investment property fair value given that most of these vacancies have been re-leased and management is confident of re-leasing the remaining space.

Currently, RioCan has 20 locations under lease representing approximately 92, square feet of total NLA with an average remaining lease term of 3.

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The impact on RioCan's locations has yet to be determined. Lease Expiries Lease expiries for our Canadian portfolio for the next five years are as follows: Contractual rent increases including rent increases at the time of renewal in each year for the next five years for our Canadian properties are as follows: As at December 31, , the percentage of gross revenue derived from the six major markets increased to As at December 31, , the committed occupancy for our six major markets is At December 31, , RioCan s 50 largest tenants measured by annualized gross rental revenue have the following profile: During the year ended December 31, , the weighted average capitalization rate of the Trust's investment portfolio decreased from 5.

In addition, the fair value of our investment properties increased due to the revaluation of interests acquired in previously co-owned properties and the result of a positive valuation adjustments on specific development properties during the period. Valuation processes Internal valuations RioCan measures the vast majority of its investment properties, including co-owned properties, using valuations prepared by its internal valuation team.

This team consists of individuals who are knowledgeable and have specialized industry experience in real estate valuations and report directly to a senior member of the Trust's management. The internal valuation team's processes and results are reviewed and approved by the Valuations Committee on a quarterly basis. 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.

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.


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The table below provides details of the average capitalization rate weighted on stabilized NOI by market category: Weighted average capitalization rate As at December 31, December 31, Primary markets i 5. These costs are expensed for property acquisitions treated as IFRS business combinations. The purchase price will be finalized within 14 months from the acquisition date based on capitalized earnings at the settlement date according to a contractually agreed formula Bayview Avenue is a 76, square foot shopping centre anchored by Whole Foods and also includes Shoppers Drug Mart and TD Bank as tenants.

The Whole Foods anchor is scheduled to commence operations in April Income Property Dispositions During As a further means of raising and recycling capital, the Trust evaluates the sale of selected assets as part of a process of actively managing the portfolio and a means of increasing the portfolio weighting to the urban markets in Canada. As at December 31, , the estimated weighted average age of our income property portfolio is approximately 23 years December 31, approximately 22 years.

Maintenance capital expenditures consist primarily of third party leasing commissions, tenant improvements and certain recoverable and non-recoverable capital expenditures. Actual maintenance capital expenditures can vary widely from period to period depending on a number of factors as noted above, as well as the level of acquisition and disposition activity. Third-party leasing commissions and tenant improvements Our portfolio requires ongoing investments of capital for costs related to tenant improvements, broker commissions on new and renewal tenant leases and other third-party leasing costs.

The amount and timing of capital outlays to fund tenant improvements on our income property portfolio depend on several factors, which may include the lease maturity profile, unforeseen tenant bankruptcies and the location of the income property. Recoverable and non-recoverable capital expenditures We also invest capital on a regular basis to physically maintain our income properties.

Typical costs incurred are for expenditures such as roof replacement programs and the resurfacing of parking lots. Tenant leases generally provide for the ability to recover a significant portion of such costs from tenants over time as property operating costs. We expense or capitalize these amounts to income properties, as appropriate. The majority of such activities occur when weather conditions are favourable. As a result, these expenditures are generally not consistent throughout the year.

RioCan considers such amounts to be investing activities. As a result, we do not expect such expenditures to be funded from cash flows from operating activities and do not consider such amounts as a key determinant in setting the amount that is distributed to our unitholders. Revenue enhancing capital expenditures are not included in the determination of AFFO. Expenditures for third-party leasing commissions and tenant improvements, recoverable and non-recoverable, and revenue enhancing capital expenditures pertaining to our income properties are as follows: This is mainly due to accelerated maintenance capital spending during on some of our facilities that lost the Target anchor as well as higher than normal leasing and tenant improvement expenditures, both of which were done to increase occupancy back to historical levels.

Management does not believe such spending represents an ongoing level of maintenance capital expenditures. 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. 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.

Represents RioCan's proportionate share of net assets and other acquisition-related costs. As at December 31, , RioCan's investments in greenfield development and residential inventory as a percentage of consolidated unitholders' equity is 2. RioCan also has an unsecured operating credit facility with six Canadian Schedule I financial institutions.

The unsecured operating credit facility agreement requires the Trust to maintain certain financial covenants pursuant to the credit facility agreement, one of which includes a more restrictive covenant as it pertains to the Trust's development activities. Refer to note 24 of the Annual Consolidated Financial Statements for further details. In addition to RioCan s various development projects, the Trust also contributes to portfolio growth through the intensification and redevelopment of existing properties where RioCan has identified opportunities to increase density or add to an existing asset.

This intensification and redevelopment of existing properties contributes to NOI growth in an efficient manner, leveraging the existing asset base, and can also lead to significant gains resulting from the sale of residential rights. Development square feet at RioCan's share for greenfield development and urban intensification projects by geographic area as at December 31, is as follows: As at December 31, , RioCan s greenfield development and urban intensification pipeline will, upon completion, represent approximately 6,, square feet 3,, square feet at RioCan's interest , which includes approximately , square feet that is already income producing.

The following tables represent the components of properties under development type and status: Definitions Greenfield Development - vacant land typically located in suburban markets that is being constructed or developed from the ground-up for future use as a rental property. Urban Intensification - land use intensification at existing rental income property located in urban markets, which typically involves increasing the rentable square footage of the property. Expansion and Redevelopment - existing rental income property, or component thereof, that is being repositioned through redevelopment, which typically increases NOI by adding to the overall rentable area of the property.

Excess Density and Other - vacant land acquired or identified for future development, if and when market demand exists. Active Non-committed - a property where the development team is in the process of creating a pro forma budget, all planning issues are being resolved, the leasing team is in the process of securing tenants, but construction has not started. Non-active - a property that has been identified as having future development potential, but is currently not in active development.

These costs will be reduced by any potential proceeds received from conditional land and air right sales. Projected Development Summary RioCan is committed to property development and redevelopment opportunities and is focused on completing the construction of the development pipeline underway, on time and on budget, and continuing to make progress on leasing. Commencement of construction for several of the development projects have been deferred until economic conditions warrant. Potential anchor tenants are currently more cautious in committing to new developments, which will impact the timing of several developments, as RioCan will not commence construction until it has secured the requisite leasing commitments pertaining to the retail portion of the development and appropriate risk-adjusted returns.

In the case of mixed use projects, construction of the rental residential component will commence with no pre-leasing. Development activity is expected to increase in the upcoming years due to development of mixed use properties featuring residential components, demand from U.

RioCan s estimated development project square footage and future development costs are subject to change. Such changes may be material to the Trust, as assumptions are updated regularly based on revised site plans, the cost tendering process and continuing tenant negotiations. These assumptions, among other items, include the following: Although the projected development expenditures below are based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these projections and may, therefore, materially differ from management s current expectations.

RioCan's projected development spending for active committed and active non-committed projects are as follows: As at December 31, , the development pipeline NLA expected to be completed by year is as follows: RioCan is committed to property development and redevelopment opportunities and is focused on completing its existing development pipeline. These developments will be an important component of our organic growth strategy over time. Our development program is focused on well-located urban and suburban land in the six major markets in Canada.

RioCan s projected returns on development properties are expected to be higher than the returns that can be generated through properties that are purchased. Furthermore, population growth over time will lead to improved tenant sales and further increases in rent at these properties as tenants renew upon the expiry of their original term.


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Development properties that we have completed either independently or with co-owners during the last fifteen years contribute significantly to our existing growth. A summary of RioCan s greenfield development pipeline as at December 31, is as follows: The site is anchored by a , square foot Walmart that opened in March An additional 67, square feet of retail space was constructed in The majority of the tenants in this phase opened in early A deal was completed with Costco in the first quarter of to purchase approximately This site is anchored by a , square foot Walmart that opened in January A 45, square foot Loblaws City Market commenced operation in January A 36, square foot London Drugs commenced operation in November The majority of tenants are expected to be open in Windfield Farms - Oshawa, Ontario RioCan and Tribute Communities "Tribute" have formed a co-ownership with the purpose of developing a residential project containing approximately townhome units on an approximate acre portion of RioCan's Windfield Farms development property.

Tribute will provide development, construction, sales and marketing services to the co-ownership for the residential component of the site. RioCan continues to explore various retail and mixed use development options for the remaining 85 acres of the approximately acres of developable land at the site, which is located in the eastern GTA adjacent to Highway in Oshawa, Ontario. All significant conditions with respect to the purchase price have been waived by Tribute for the residential portion of this project and we expect to receive the remaining approvals during second quarter of Site work commenced during Urban Intensification A focus within our development growth strategy is urban development and intensification.

Our current urban development pipeline consists of eleven properties that, if all rezoning requests are granted as applied for, represents approximately 3,, square feet 2,, square feet at RioCan s interest of space upon completion over the next six years, excluding condominium units and air rights that have been sold and potential condominium units and air rights that will be sold. Our urban development program currently is focused on properties located in densely populated areas in the urban cores of Toronto and Calgary. Therefore, particularly in urban markets and preferably near transit lines, we can seek to obtain additional density, retail or residential, on its existing property portfolio, and as the land is already owned, it anticipates achieving strong returns on new construction and increasing net asset value.

Population growth is significant in these areas and retailers want locations that are able to access this population. RioCan s urban development program will serve that demand and returns on these properties will contribute significantly to our growth strategy over time. As a result of the aforementioned population growth, cities are building infrastructure to serve this population that will benefit RioCan s urban development growth strategy. The total estimated development square feet upon completion of our project at Yonge Eglinton Northeast Corner includes space for offices, retail and residential rental apartments only excludes residential condominiums.

As a result, total leased space on our mixed use projects, such as this one and the King-Portland Centre, will be lower relative to our retail developments as there is no pre-leasing on the rental residential components. Upon completion, the site will obtain a mixed use office, retail and residential complex with approximately , square feet of gross floor area. This includes an additional 30, square feet pertains to offices at King Street West, which will be redeveloped separately. Leases have been completed with Shopify Inc.

A summary of highlights from RioCan s urban intensification projects is as follows: The LCBO will occupy the first floor and the basement totaling 7, square feet of this 25, square foot development. Construction commenced in the summer of and is expected to be completed in the first quarter of Bathurst College Centre - Toronto, Ontario This 1. The property will be developed into a , square foot mixed use retail and office building anchored by a national grocery store. Construction of this project commenced during the second quarter of and the retail portion of this project is expected to be completed in RioCan has agreed in principle to grant a closing extension to residential developer, Embassy BOSA Inc.

Gloucester Residential - Ottawa, Ontario Demolition commenced in December and construction is scheduled to commence in April on a , square foot, storey building that will contain residential units at Silver City Gloucester in Ottawa. Construction on this project began in the second quarter of The project is expected to be completed in early Yonge Eglinton Northeast Corner - Toronto, Ontario Construction on this site began in April with the demolition of the TD Bank branch.

The demolition of the remaining residential apartment building was completed in the second quarter of The project will contain a floor condominium tower and a floor residential rental tower, as well as 57, square feet of retail space featuring a flagship TD Bank branch. The rental tower will have units and the condominium will have units, all of which have been pre-sold. Construction is in progress and the project is expected to be completed toward the end of , with leasing of the residential rental component to take place through Brentwood Village - Calgary, Alberta Zoning approval was received in early October for a mixed use retail and residential building.

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The storey building will contain approximately 10, square feet of retail space and approximately , square feet of residential space comprising units in total. Upon completion, the development shall be , square feet, including approximately 59, square feet that is currently income producing, 56, square feet of residential rental density and 6, square feet of retail space featuring feet of frontage along College Street.

Notice was received and the existing tenant will vacate on September 30, , which will allow the property to be redeveloped into a mixed use retail and residential property. The site is expected to be developed into a , square foot, nine-storey mixed use urban retail and residential building that will feature up to 85, square feet of retail space and , square feet of residential space. We received zoning approvals in and expect to receive site plan approval during the third quarter of Construction will commence in the fourth quarter of The Well - Toronto, Ontario This 7.

The site is in close proximity to Toronto's downtown office corridor and adjacent to a large and growing residential population. Official Plan approval has been received for over 3,, square feet of mixed use density on the site. Approximately 1,, square feet of the density is expected to be residential which will include a mix of both condominiums and rental apartments. As at December 31, , RioCan s expansion and redevelopment pipeline will, upon completion, comprise approximately 2,, square feet, of which RioCan s ownership interest will be approximately 1,, square feet.

A summary of RioCan s expansion and redevelopment projects are as follows: RioCan transferred carrying value associated with the disclaimed spaces formerly occupied by Target from income producing properties to properties under development. The estimated remaining construction expenditures are based upon various scenarios related to the former Target space with the objective of developing these assets, such that RioCan can attract new tenants, achieve higher rents and improve the overall shopping centre.

A summary of highlights from our expansion and redevelopment projects is as follows: The podium below towers 1 and 2 is fully leased and features a 5, square foot sushi restaurant, a daycare, and Anytime Fitness. The podium below towers 3 and 4 remains unleased except for Chatime, who took occupancy in the fourth quarter of We anticipate the remaining space will be leased and open by late Burlington Mall - Burlington, Ontario In addition to the reconfiguration and improvements scheduled to occur in the former Target premises, there will be an additional investment made to renovate the balance of the centre.

The scope of the renovation includes creation of a new mall link corridor connecting the existing food court to the HomeSense corridor via the former SportChek premises, a full renovation of the food court including washroom upgrades, replacement of all existing flooring, the addition of new skylights and lighting as well as cosmetic upgrades to the existing common areas. Corbett Centre - Fredericton, New Brunswick Construction is nearing completion on this , square foot new format retail centre.

The site is shadow anchored by Costco and Home Depot and operate as part of the overall site. During the fourth quarter of , Princess Auto received possession of. The tenants are expected to open in the second quarter of Flamborough Power Centre, Flamborough, Ontario An 8, square foot Investors Group commenced operations in Q An additional 88, square feet can be developed at the property.

Herongate Mall - Ottawa, Ontario This 16 acre site consisted of a , square foot enclosed mall when the property was acquired in The majority of the original building was demolished in two stages in and and the property is currently being redeveloped into a , square foot new format retail centre. The site is anchored by a 42, square foot Food Basics. A deal has been completed with Save-On- Foods to backfill a former grocery store premises at the mall. In addition, approximately ten interior mall units will be demolished in order to construct a new 20, square foot Winners.

Construction is nearing completion and Save-On-Foods and Winners are expected to open during the second quarter of Place Greenfield Park - Greenfield Park, Quebec Deals have been completed with a 27, square foot JYSK, a 24, square foot Giant Tiger, and a 15, square foot Dollarama to backfill the former 70, square foot Grand Marche premises.

Construction is underway to reconfigure the unit and tenants are expected to commence operations by the fourth quarter of Shoppers City East - Ottawa, Ontario This Demolition of the buildings commenced late in and was completed in The property is currently being redeveloped into a , square foot new format retail centre. A conditional deal has been completed with Costco to purchase approximately Providing that conditions are waived, it is anticipated that Costco will commence construction of a , square foot store in Construction is nearing completion on the remainder of the site that consists of four buildings totaling 43, square feet of retail space.

A 15, square foot Shoppers Drug Mart commenced operations in May Three additional buildings totaling 28, square feet are expected to commence operations by mid Deals have been completed with numerous national tenants including The Beer Store and Tim Hortons.

The tenant is projected to open during the second quarter of An additional 33, square feet can be developed in the current phase and the property also has an additional ten acres that can be redeveloped. Yonge Sheppard Centre - Toronto, Ontario The redevelopment plan includes , square feet of residential rental units and , square feet of commercial space. Construction on the retail renovation began during the first quarter of and is expected to be completed in The final site plan agreement is expected to be in place by the second quarter of Construction is expected to begin in the second quarter of on a storey, unit residential rental building.

Approximately one-third of the replacement rental revenue will be in place by the end of the first quarter of , including the tenants in possession by the end of , with the majority of the backfilled base rental revenue in place by the end of the year. Once the redevelopment work is completed, these properties will then move out of the Trust's development portfolio and back into the income producing portfolio and we will cease to capitalize interest costs on the properties.

The net result of this event is stronger shopping centres with better appeal, greater cash flow, enhanced diversification, and a stronger rent growth profile than the portfolio had previously. Excess Density In addition to RioCan s various development projects, the Trust contributes to portfolio growth through the intensification of existing properties where RioCan has identified opportunities to increase density or add to an existing asset.

This intensification of existing properties is an important component of RioCan s organic growth strategy. RioCan s objective is to develop approximately 10, rental residential units over the next decade. Given the early stage of the evolution of this strategy, there can be no assurance that all of these developments will be undertaken, and if they are, on what terms.

As at the date of this report, RioCan has obtained planning approvals for 11 mixed use projects. If all planning permission requests - including those where approvals have been received and those where applications have been filed - are granted as applied for, a total of 10,, square feet of potential development is expected, which will include residential rental units held for long-term rental income; condominiums for sale that will, in most cases, be developed by third party partners through the sale of air rights; and commercial gross leasable area.

The mix between condominiums and rental residential may change over time depending on market conditions. The majority of these properties are located directly on, or in proximity, to major transit lines such as the existing Toronto Transit Commission's subway lines or The Crosstown Eglinton LRT line, which is currently under construction. The ability to intensify its existing retail properties into transit-oriented mixed use developments is indicative of both the locational attributes of RioCan's land holdings and its development capabilities.

The figures in the chart below represent the first planned phase of development with multiple phases. A summary of our residential development projects is as follows: In addition to the estimated square feet indicated in the above table, RioCan intends to file applications on additional properties during and beyond. As these projects are in preliminary stages, there can be no assurance that any of these developments will be undertaken and if so, on what terms.

Depending on market conditions, management may change the allocation between residential rental development and condominium development or air rights sales, or may decide not to proceed with the contemplated development. It is expected that the Trust will earn a return on these assets through a combination of property operating income earned during the relatively short holding period, which will be included in net income and sales proceeds. As at December 31, , the Trust's residential development inventory consists of pre-sold condominium units at our Yonge Eglinton Northeast Corner development with Metropia and Bazis Inc..

Transfers of investment properties into residential inventory are based on a change in use evidenced by management's strategic intent, together with the commencement of development activities with a view to sell, at which point an investment property would be transferred to inventory. Transfers from inventory to investment property are based on a change in use evidenced by management's commitment to use a property for rental purposes or the commencement of an operating lease to another party.

Presented below are the carrying amounts of the Trust's residential inventory by property: At December 31, , RioCan was in compliance with these restrictions. Contractual mortgages and loans receivable as at December 31, and December 31, are comprised of the following: These can be drawn or repaid at short notice, reducing the need to hold liquid resources in cash and deposits. This minimizes costs arising from the difference between borrowing and deposit rates, while reducing credit exposure.

Capital Management Framework RioCan defines capital as the aggregate of common unitholder and preferred unitholders equity and debt. The Trust s capital management framework is designed to maintain a level of capital that: Capital adequacy is monitored by management of the Trust by assessing performance against the approved. In selecting appropriate funding choices, RioCan s objective is to manage its capital structure in such a way so as to diversify its funding sources while minimizing its funding costs and risks. For , RioCan expects to be able to satisfy all of its financing requirements through the use of some or all of the following: If market conditions become challenging, the Trust could finance certain assets currently unencumbered by debt or issue preferred units.

Capital Structure As at December 31, and December 31, , RioCan s capital structure is as follows includes both continuing and discontinued operations: Also in connection with the Trust repaying debt during , our overall debt leverage has been reduced from Over the next 12 to 18 months, we expect this ratio to rise toward the higher end of the range, primarily as a result of funding of our development program. RioCan continues to utilize floating interest rate debt for the purpose of interest rate risk management and for the flexibility it offers in the execution of investment transactions.


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Debt and Leverage Metrics RioCan s debt and leverage metrics are tracked and disclosed on a quarterly basis to help facilitate financial statement users and stakeholders understanding of RioCan s leverage and its ability to service such leverage. Ratio is calculated on a continuing operations basis. Given the substantial increase in the amount of our unencumbered assets due to repayments of secured debt, as well as our conversion from secured credit facilities to an unsecured facility, we have introduced a target relating to the percentage of the portfolio's NOI that is generated from unencumbered assets.

The interest and debt service coverage ratios calculated on an IFRS basis for the year ended December 31, have improved compared to December 31, mainly due to lower interest and debt service costs as a result of the repayment of debt using the net proceeds from the U. The fixed charge coverage ratio calculated on an IFRS basis has remained flat for the year ended December 31, compared to December 31, Although our interest costs have been reduced as discussed above, our common and preferred unitholder distributions, in aggregate, have remained largely unchanged over the comparable twelve month period.

The lower total fixed charges interests plus unitholder distributions was mostly offset by the lower adjusted EBITDA over the comparable period, leaving the fixed coverage ratio largely flat. This ratio is likely to improve over the next 12 to 18 months as gains on the sale of marketable securities, the annualized impact of acquisitions and same property growth more than offset the loss of EBITDA from the U.

The percentage NOI expected to be generated from unencumbered assets has also improved from As part of its capital management strategy, it is RioCan s objective to further improve its leverage, unencumbered assets and coverage ratios. The Trust s objective is to achieve the targeted ratios indicated in the above table over time. Income tax expenses recovery: Other transaction gains iii 12, 1, 13, 5, 5, Addback: Other transaction gains iii 12, 1, 13, 5, 5, Adjust: 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. 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.

The new facility has an interest rate based on a pricing grid depending on RioCan's credit rating and the type of borrowing utilized, with the current rates for Canadian dollar Banker's Acceptances and US dollar LIBOR loans being basis points over the underlying rate. The facility has a five-year term to maturity and a one-year extension option. The unsecured operating credit facility agreement requires the Trust to maintain certain financial covenants in accordance with the credit facility agreement.

Refer to note 24 of the Annual Consolidated Financial Statements for additional details. Debentures Payable We have the following series of senior unsecured debentures outstanding as at December 31, in connection with our Canadian continuing operations: Changes in the carrying amount of debentures resulted primarily from the following: There are no requirements under the unsecured debenture covenants that require RioCan to maintain unencumbered assets.

The interest on these debentures is payable semi-annually commencing February 26, The net proceeds were used by RioCan to fund development, property acquisitions, repayment of certain indebtedness and other general trust purposes. The interest on these debentures is payable semi-annually commencing April 3, This series of debentures has the same covenants as the rest of the series of debentures and does not have the additional covenants for Series I debentures, as noted earlier. Contractual Effective As at December 31, Fixed rate 4. Fixed rate term mortgages Canada 9, 91, , Fixed rate term mortgages U.

Scheduled amortization 14, 19, 65, 78, Operating lines of credit and other bank loans 10, 26, 1,, , At maturity: Fixed rate term mortgages , 16, , , Construction financing 15, 15, 17, Disposed on the sale of properties located in: Canada 29, , U. Mortgages associated with properties held for sale: Canada 23, 23, U. 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.

For further details, refer to note 23 of the Annual Consolidated Financial Statements for the year ended December 31, Cross currency interest rate swaps On occasion, we will fund our Canadian assets by electing to draw on our unsecured credit facility in US dollars bearing interest at US LIBOR when it is determined that the differential between Canadian and U.

These have the economic effect of converting floating rate U. These cash flow hedges are short-term in nature and qualify for hedge accounting. These hedges are expected to be highly effective since all critical terms of the hedged item and hedging instrument match.

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All such designated hedging relationships were effective as of the reporting date, with a total U. As at December 31, , Proceeds generated from the U. This repayment activity during the period was partly offset by higher operating credit facility draws associated with property acquisitions and development costs, resulting in a slightly reduced weighting of floating rate debt in our overall portfolio from December 31, RioCan's fixed and floating rate debt as a percentage of total Aggregate Debt and term to maturity are as follows: As at December 31, Aggregate debt at: Contractual Effective As at December 31, Fixed rate 3.

The majority of our mortgage debt provides recourse to the assets of the Trust, as opposed to only having recourse to the specific property charged. We follow this policy as it generally results in lower interest rates that could otherwise be obtained. 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, and , we issued common units as follows: Three months ended December 31, Year ended December 31, number of units in thousands Units outstanding, beginning of period i , , , , Units issued: Distribution reinvestment plan 1, 2, 5, Unit option plan 1, 1, Direct purchase plan Exchangeable limited partnership units 26 Units outstanding, end of period i , , , , 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, ,, LP units, December 31, ,, LP units.

RioCan is the general partner of the limited partnerships. The LP units are entitled to distributions equivalent to distributions on RioCan units, must be exchanged for RioCan units on a one-for-one basis and are exchangeable at any time at the option of the holder. During the three months ended December 31, , 0. During the same period in , the Trust issued 1. During the first quarter of , we eliminated our 3. During the year ended December 31, , 2. During the same period in , the Trust issued 5. As of February 15, , there are million common units issued and 8. The objective of granting unit-based compensation is to encourage Plan members to acquire an ownership interest in RioCan over time and provides a financial incentive for such persons to act in the long-term interests of RioCan and its unitholders.

The exercise price for each option is equal to the volume weighted average trading price of the units on the Toronto Stock Exchange for the five trading days immediately preceding the date of grant except for those options granted prior to May 27, which have an exercise price equal to the closing price of our units on the date prior to the day the option was granted. During the year ended December 31, , 1. The PEUs will be subject to both internal and external measures consisting of both absolute and relative performance over a three-year period, which upon vesting are cash settled.

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