I N V E S T O R U P D A T E First Quarter 2017 Update - - PowerPoint PPT Presentation

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I N V E S T O R U P D A T E First Quarter 2017 Update Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private

SLIDE 1

I N V E S T O R U P D A T E

First Quarter 2017 Update

SLIDE 2

Forward-Looking Statements

This presentation contains “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). You can identify forward-looking statements by the use of forward-looking terminology such as “believes”, “expects”, “may”, “should”, “intends”, “plans”, “estimates”, “continue” or “anticipates” and variations of such words or similar expressions or the negative of such words. You can also identify forward-looking statements by discussions of strategies, vision, plans or intentions. Risks, uncertainties and changes in the following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

economic, business and financial conditions, and changes in our industry and changes in the real estate markets in particular;
economic and other developments in our target markets where we have a high concentration of properties;
ur business strategy;
ur projected operating results;
rental rates and/or vacancy rates;
frequency and magnitude of defaults on, early terminations of or non-renewal of leases by tenants;
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;
interest rates or operating costs;
real estate and zoning laws and changes in real property tax rates;
real estate valuations;
ur leverage;
ur ability to generate sufficient cash flows to service our outstanding indebtedness and make distributions to our shareholders;
ur ability to obtain necessary outside financing;
the availability, terms and deployment of capital;
general volatility of the capital and credit markets and the market price of our Class A common stock;
risks generally associated with real estate acquisitions and dispositions, including our ability to identify and pursue acquisition and disposition opportunities;
risks generally associated with redevelopment, including the impact of construction delays and cost overruns, our ability to lease redeveloped space and our ability to identify and pursue

redevelopment opportunities;

composition of members of our senior management team;
ur ability to attract and retain qualified personnel;
ur ability to continue to qualify as a real estate investment trust (REIT);
governmental regulations, tax laws and rates and similar matters;
ur compliance with laws, rules and regulations;
environmental uncertainties and exposure to natural disasters;
insurance coverage;
the likelihood or actual occurrence of terrorist attacks in the U.S.; and
ther risk factors, including those detailed in the section titled “Risk Factors” of our most recent Form 10-K filed with the SEC.

You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking statements). We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this presentation, except as required by applicable law. All information is presented on a consolidated basis and is as of March 31, 2017, unless otherwise noted All 2013 information is presented on a consolidated basis, including our pro rata share of unconsolidated joint ventures, and is as of March 31, 2013, unless otherwise noted All demographic information is sourced from The Nielsen Company, unless otherwise noted All 2013 peer metric information is sourced from company filings as of March 31, 2013, unless otherwise noted All current peer metric information is sourced from company filings as of December 31, 2016, unless otherwise noted 2

SLIDE 3

We generate long-term shareholder value through the
wnership,
peration

and redevelopment

high quality, multi-tenant retail assets in our target markets

We believe real estate is a local business and that our

approach combined with scale provides for the best value creation over the long term

We believe in maintaining an investment grade rated

balance sheet through adhering to a simple, low leverage model

We believe in maintaining a best-in-class operating

platform through an intense focus

talent development and the innovative use of technology and systems

Our Strategy

SLIDE 4 4

First quarter 2017 results

Net Loss Attributable to Common Shareholders/Share $(0.05) Operating FFO/Share $0.28 Same Store NOI Growth 2.0% General & Administrative Expense $11.2 million Disposition Activity2 $568.8 million Acquisition Activity3 $125.5 million Blended Comparable Re-leasing Spreads 10.0% Leasing Volume 121 leases representing 466,000 square feet Retail Leased Rate 94.3% Retail ABR psf $17.52

2017 guidance1

Net Income Attributable to Common Shareholders $0.91 - $0.96 Operating FFO/Share $1.00 - $1.05

Assumptions supporting 2017 Guidance1:

Same Store NOI Growth 1.25% - 2.25% General & Administrative Expense $42 - $44 million Disposition Activity $800 - $900 million Acquisition Activity $375 - $475 million

Our Performance

SLIDE 5

T O TA L C A P I TA L I Z AT I O N I N V E S T M E N T G R A D E

BBB-

S & P

Baa3

Moody’s

$5.6B

N Y S E : R P A I

1 5

SLIDE 6

D A L L A S

D. C . / B A LT I M O R E

N E W YO R K C H I C AG O S E AT T L E AT L A N TA H O U S TO N S A N A N TO N I O P H O E N I X A U S T I N TA R G E T M A R K E T S ( R A

R A N K B Y B Y A A B R B R 1)

1 4 9 R E TA I L O P E R AT I N G P R O P E R T I E S

25.4 MILLION

SQUARE FEET

SLIDE 7

3.0%

Single-User Retail

97.0%

Multi-Tenant Retail

Based on Retail ABR 7

SLIDE 8

SIGNIFICANT MULTI-TENANT RETAIL PRESENCE 1

IN TOP NATIONAL MSA S

69%

Located in Target Markets

76%

Located in Top 30 MSAs

81%

Located in Top 50 MSAs

Based on ABR

SLIDE 9

Real Estate Driven - Evolving Multi-Tenant Retail Asset Mix

Avg. Household Income

$94,000 Population 117,000

Est. Population Growth

5.4%

Avg. Household Income

$90,000 Population 156,000

Est. Population Growth

5.7%

Avg. Household Income

$122,000 Population 417,000

Est. Population Growth

6.0%

NEIGHBORHOOD/ COMMUNITY CENTERS LIFESTYLE CENTERS/ MIXED-USE PROPERTIES POWER CENTERS

3-mile radius 5-mile radius 5-mile radius

39% 38% 45%

36%

16%

26%

2013 2013 2013 2017 2017 2017 Asset mix based on ABR 9

SLIDE 10 $26.91 $20.21 $19.92 $17.52 $17.93 $17.13 $15.46 $15.08 $12.99 $0 $5 $10 $15 $20 $25 $30 FRT REG ROIC RPAI WRI UE DDR KIM BRX

RETAIL ABR PSF

Peer Comparison | Our High Quality Portfolio

10 $19.66 Target Markets

RETAIL ABR PSF - % GROWTH (2013-2017)

21.2% 19.1% 18.0% 15.9% 12.5% 11.4% 10.2% 0% 5% 10% 15% 20% 25% RPAI KIM WRI REG DDR FRT BRX

SLIDE 11 191 167 153 132 125 120 116 96 86

40 60 80 100 120 140 160 180 200 UE FRT REG RPAI KIM WRI ROIC DDR BRX

RETAIL – THREE MILE POPULATION1

Peer Comparison | Our Dominant Locations

SUPERZIP - % OF VALUE2

37% 26% 25% 18% 14% 10% 10% 9% 7% 0% 5% 10% 15% 20% 25% 30% 35% 40% FRT RPAI REG WRI KIM DDR ROIC BRX UE

SLIDE 12

Tenant Profile & Anchor Strength

Top Retail Tenants

12 Tenant % of Retail ABR % of Retail Occupied GLA Moody's / S&P Credit Rating Best Buy Co., Inc. 3.0% 3.3% Baa1/BBB- Ahold U.S.A. Inc. 2.6% 2.3% NR/NR Ross Stores, Inc. 2.4% 3.6% A3/A- The TJX Companies, Inc. 2.2% 3.9% A2/A+ Bed Bath & Beyond Inc. 2.0% 2.5% Baa1/BBB+ PetSmart, Inc. 1.9% 2.3% B1/B+ Regal Entertainment Group 1.7% 0.9% B1/B+ Michaels Stores, Inc. 1.5% 2.2% B1/BB- AB Acquisition LLC 1.5% 2.0% NR/NR Ascena Retail Group, Inc. 1.4% 1.1% Ba2/BB-

Compelling Grocer Profile

SLIDE 13

Zero Tenant Exposure

Tenant Considerations

Backfill Opportunities = Value Creation

Five locations, 161,000 square

feet, ~45 basis points of retail ABR

Mark to market opportunity of

+20% assuming single tenant backfills

Expect +/- 12 months of

downtime

Two locations, 111,000 square

feet, ~30 basis points of retail ABR

Mark to market opportunity of

0% to +10%

Expect +/- 12 months of

downtime

16 locations, 49,000 square

feet, ~30 basis points of retail ABR

Not affected by announced

store closings

Nine locations, 44,000 square

feet, ~20 basis points of retail ABR

Two of our nine locations were
n the initial closing list

SLIDE 14

Case Study: Accretive Backfilling

RESULTS

Comparable re-leasing spreads +19% Downtime < 12 months In 2015, we proactively recaptured 15 anchor boxes, representing 537,000 square feet

REDUCED EXPOSURE UPGRADED RETAILERS

SLIDE 15

Manageable Retail Lease Expiration Profile

15 3.6% 10.8% 14.3% 11.6% 10.8% 41.9% 4.0% 12.7% 16.7% 11.5% 11.9% 42.7% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0% 2017 2018 2019 2020 2021 Thereafter % of Total GLA % of Total ABR

SLIDE 16

P O R T F O L I O T R A N S F O R M A T I O N

SLIDE 17

Retail Real Estate is Bifurcating

Convenience & Density

High density
Strong barriers to entry
Superior access and

exposure

Strong daytime population
Lower dwell times
Transit oriented

Experiential

Affluent demographics
Live, work, shop, play
Strong daytime population
Highly educated
Higher dwell times

Commodity

Outdated store spacing model
Weak relative demographic profiles
Markedly lower pricing power

RPAI’s repositioning strategy focuses on the “bookends” of the three available real estate products. While each asset type is not mutually exclusive, we believe that the best real estate densifies over time

“Consumers must buy” “Consumers want to buy”

SLIDE 18

D I S P O S I T I O N S 1 ACQ U I S I T I O N S 1 % D I F F E R E N C E # OF PROPERTIES 105 30

VALUE

$1.6 billion $1.5 billion

10.9 msf 4.8 msf

AVG. ASSET VALUE

$33 million $74 million 124% ABR PSF $13.33 $23.53 77% POPULATION (3-MILE) 67,000 239,000 257%

AVG. HH INCOME (3-MILE)

$72,000 $110,000 53% POPULATION (5-MILE) 150,000 484,000 223%

AVG. HH INCOME (5-MILE)

$72,000 $111,000 54%

Portfolio Refinement

2013 - 2017

SLIDE 19

$14.46|$17.52 RETAIL ABR PSF 2013 2017

PORTFOLIO TRANSFORMATION

45%|69%

TARGET MKT. %1

2013 2017

38%|45%

% SMALL SHOP

2013 2017

81.6%|89.5%

SMALL SHOP LEASED RATE

2013 2017

5.6%|8.3%

BLENDED RE-LEASING SPREADS4 2013 2017

12% | 25%

SUPERZIPS2

2013 2017

77K|124K

3-MILE POPULATION5

2013 2017 $445|$510

LIFESTYLE SALES PSF3

2013 2017

Based on retail ABR 19

SLIDE 20

Blended Comparable Re-leasing Spreads

5.6% 8.3% 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00% 9.00% 10.00% 20131 20172

SLIDE 21

Contractual Rent Increases

65 85 135 170 50 70 90 110 130 150 170 190 210

2013 2017 Acquisitions 2013-2017 Negotiated Leases (January 1, 2017 - March 31, 2017)

Basis Points

1 1 3 21 2

SLIDE 22

Rental Growth

10 20 30 40 50

2013 2017

Percent

48% 31% 21%

SLIDE 23

R E C E N T A C Q U I S I T I O N S

SLIDE 24 Retail GLA/Office GLA 258,000 sf/105,000 sf ABR PSF $25.57 Occupancy 88.2%

Avg. Household Income

$153,000 Population 186,000

Est. Population Growth

(2017-2022) 9.6%

PROPERTY OVERVIEW DEMOGRAPHICS

5-mile radius

One Loudoun Downtown represents the retail centerpiece of One

Loudoun, a 360-acre, mixed-use master planned community that is entitled for residential, hospitality, retail and office uses

Located in Ashburn, Virginia, and situated within a “super-zip”, one
f the most affluent and well-educated zip codes in the country
Anchored by Alamo Drafthouse Cinema, Great Gatherings and The

Fitness Equation and contains a strong mix of fast casual and sit down restaurants, including matchbox and Uncle Julio’s

One Loudoun Downtown

24 Washington, D.C.

MSA

SLIDE 25

One Loudoun Downtown

REAL ESTATE | Experiential & High Discretionary Spend

High educational attainment in 3-mile trade area: 59.3% of population

has a bachelor’s degree or higher

Significant discretionary spending ability
Entitlement barriers
Excellent access and exposure

OPPORTUNITIES

Occupancy upside: currently 88.2% occupied, 91.0% leased
Optimize merchandising mix and sales productivity: recapture Grocer

and re-lease to higher quality Grocer concept

Potential future densification – entitlements for over 400 residential

units1 and 182,000 square feet of GLA

SLIDE 26 Retail GLA/Office GLA 103,000 sf/79,000 sf ABR PSF $36.63 Occupancy 92.6%

Avg. Household Income

$130,000 Population 215,000

Est. Population Growth

(2017-2022) 1.4%

PROPERTY OVERVIEW DEMOGRAPHICS

5-mile radius

Located in the heart of Downtown Naperville which is just 30 miles

from Chicago and is the destination of choice for shopping, dining and relaxation with over 100 national and boutique stores, 40 national and local restaurants and 300 businesses, epitomizing the work, shop, play lifestyle.

Main Street Promenade is the largest and most prominent

development in Downtown Naperville and features some of the most highly recognized retailers, including Hugo’s Frog Bar and Fish House, Soft Surroundings, White House Black Market and Sur la Table

Situated within a “super-zip”, one of the most affluent and well-

educated zip codes in the country

Main Street Promenade

Chicago MSA

SLIDE 27

Main Street Promenade

REAL ESTATE | Experiential & High Discretionary Spend

High educational attainment in 3-mile trade area: 62.1% of population has a

bachelor’s degree or higher

Daytime population with 100,000 employees with in a 3-mile radius
Significant discretionary spending ability
Infill location
Excellent access and exposure

OPPORTUNITIES

Occupancy upside: currently 92.6% occupied and leased
Optimize merchandising mix and sales productivity: add additional restaurants
Potential densification of 62,000 square feet of additional GLA

SLIDE 28

R E D E V E L O P M E N T

SLIDE 29

Redevelopment Timeline

5 10 15 20 25 30 35 40 45

2017 2018 Stabilized AN N UAL P RO J ECT ED RED EV ELOPMENT C O ST S, N E T O F A I R RI G HT S

(Dollars in millions)

Our goal is to create a pipeline where we deploy capital, net of air right sales, of $30 to $50 million on an annualized basis

Projected

return

costs,

average, in the high single digits to low double digits

Funded on a leverage neutral basis

SLIDE 30

Redevelopment - Estimated Air Rights Value

20 40 60 80 100 120 140 160

2013 2017

Dollars in millions

$142 million

SLIDE 31

Reisterstown Road Plaza Redevelopment

P R O J E C T OV E RV I E W

Reconfigure existing space with a façade renovation

and the addition of a multi-tenant retail pad

Avg. Household Income (5-mile): $80,000
Population (5-mile): 352,000

O P P O RT U N I T Y

Occupancy upside
Upgrade tenancy

P R O J E C T E D I N C R E M E N TA L R E T U R N O N CO S T 1

9.5% - 11.5%

Total Estimated Net Costs2 (000’s): $12,000 - $13,000 Project Commenced: Q3 2016

SLIDE 32

Towson Circle Redevelopment

P R O J E C T OV E RV I E W

Turn the existing configuration into a mixed-use

development that will include double-sided street level retail with approximately 370 residential units above

Avg. Household Income (5-mile): $91,000
Population (5-mile): 315,000

O P P O RT U N I T Y

Floor Area Ratio (FAR) increase of 4.6x
Integrate adjacent property Towson Square

P R O J E C T E D I N C R E M E N TA L R E T U R N O N CO S T 1

8.0% - 10.0%

Total Estimated Net Costs2 (000’s): $33,000 - $35,000 Targeted Commencement: Q3 2017

SLIDE 33

Towson Circle Redevelopment

SLIDE 34

M O V I N G F O R W A R D

SLIDE 35

A Look at the Future

% of Multi-Tenant Retail ABR in Target Markets Retail ABR PSF Multi-Tenant Retail Avg. HH Income

(3-Mile Radius)

Multi-Tenant Retail Population

(3-Mile Radius)

Annual Development Spend as a % of Cap Ex Net Debt to Adjusted EBITDA3 Investment Grade Ratings 2013

INVESTOR DAY

45% $14.46 $80,000 77,000 0% 6.7x none

2017

69%2 $17.52 $99,000 124,000 11% 5.6x BBB-/Baa3

2018 Vision1

~90% >$19 >$97,000 >135,000 >30% ~4.5x Upgrade

SLIDE 36

Capital Recycling

Our goal is to have 90% of our

multi-tenant retail ABR in

target markets by the end of 2018

In 2017 and 2018, we expect to

sell approximately $1.6 billion in non-target assets and redeploy up to $850 million into high quality, multi-tenant retail assets in our target markets

69 %

2018 2017 1

90%

SLIDE 37

2017 Disposition Profile

Expect to sell $800 to $900 million of

assets in 2017 at a weighted average cap rate of 6.5% to 7.5%

As of 5/2/2017, $568.8 million of

dispositions were closed, under contract or in LOI

Contributed over 3% annual retail NOI

growth since 2012

$625 per square foot in grocer sales
Retail leased rate of 95.3%

DISPOSITION STATISTICS

SLIDE 38

B A L A N C E S H E E T

SLIDE 39

Balance Sheet Metrics

Strength in numbers 2017

5.6 x 3.0x 6.3% 86.0% 20 5.3 years 3.49% BBB-/Baa3 Net Debt to Adjusted EBITDA1 Fixed Charge Coverage Ratio2 Secured Debt to Total Assets3 Unencumbered NOI4 # of Properties with Secured Mortgages Remaining Term Interest Rate Investment Grade Ratings

2013

6.7x 1.9x 31.9% 31.3% 171 4.7 years 5.48% none

SLIDE 40 40

Pro Forma Maturity Profile

200 300 400 500 600 700 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 Thereafter Dollars in millions

12/31/20171

Fixed Rate Mortgages Term Loan Revolver Unsecured Notes Amortization 15% of Total Debt

The 2017 and 2018 disposition proceeds are expected to be used toward de-levering the balance sheet and redeeming our preferred equity

SLIDE 41

F O O T N O T E S , N O N - G A A P F I N A N C I A L M E A S U R E S & O T H E R D E F I N I T I O N S

SLIDE 42 Slide 4 1 Represents guidance previously provided in our earnings release or earnings call, which was subject to the assumptions set forth therein. We have not updated or reaffirmed that guidance or any of the supporting assumptions and are not doing so by restating it herein 2 Includes dispositions completed year to date, $201.0 million of dispositions under contract and $205.1 million of dispositions with Letters of Intent as of May 2, 2017 3 Includes acquisitions completed year to date and $29.2 million of acquisitions under contract as of May 2, 2017 Slide 5 1 Based on our common stock price of $14.42 as of March 31, 2017 Slide 6 1 Represents our multi-tenant retail operating portfolio Slide 8 1 Includes multi-tenant retail ABR attributable to our two active redevelopments, Reisterstown Road Plaza and Towson Circle, which are located in the Washington, D.C./Baltimore MSA Slide 11 1 3-mile population demographic metrics are weighted by value and sourced from Green Street Advisors as of December 31, 2016 2 Charles Murray, Coming Apart: The State of White America, 1960-2010 (Crown Forum, 2012). Information attributed to analysis provided by Green Street Advisors as of December 31, 2016. Superzip information does not include the recent acquisition of Main Street Promenade which is included in a Superzip location Slide 13 1 Excludes one Macy’s Backstage location at Fordham Place in the New York MSA Slide 15 1 Represents retail operating portfolio as of March 31, 2017 and excludes month-to-month leases, which comprise 0.5% of retail GLA and 0.5% of retail ABR Slide 18 1 Represents consolidated retail transactions from April 1, 2013 through March 31, 2017. Disposition and Acquisition amounts, except for number of properties, include parcels and phases at existing multi-tenant retail properties that were disposed of or acquired between April 1, 2013 and March 31, 2017. In addition, acquisition amounts, except for acquisition value and average asset value, excludes one multi-tenant retail operating property located outside of our target markets that was acquired and disposed between April 1, 2013 and March 31, 2017 Slide 19 1 Represents our multi-tenant retail operating portfolio and includes ABR attributable to our two active redevelopments, Reisterstown Road Plaza and Towson Circle, which are located in the Washington, D.C./Baltimore MSA 2 Charles Murray, Coming Apart: The State of White America, 1960-2010 (Crown Forum, 2012). Information attributed to analysis provided by Green Street Advisors, as of December 31, 2016, excluding Main Street Promenade 3 Excludes three of our active or anticipated redevelopments, Boulevard at the Capital Centre, Reisterstown Road Plaza and Towson Circle 4 2013 represents leasing activity in our retail operating portfolio as of March 31, 2013 and for the preceding four quarters and 2017 represents leasing activity in our retail operating portfolio as of March 31, 2017 and for the preceding four quarters 5 Represents our multi-tenant retail operating portfolio

Footnotes

SLIDE 43 Slide 20 1 Represents leasing activity in our retail operating portfolio as of March 31, 2013 and for the preceding four quarters 2 Represents leasing activity in our retail operating portfolio as of March 31, 2017 and for the preceding four quarters Slide 21 1 Represents our multi-tenant retail operating portfolio 2 Represents third-party assets acquired from April 1, 2013 through March 31, 2017 3 Represents signed new and renewal leases, excluding tenant-exercised options, from properties in our multi-tenant retail operating portfolio as of March 31, 2017 Slide 22 1 Based on 2013 and 2017 blended comparable re-leasing spreads as reported on slide 20 2 Based on 2013 and 2017 contractual rent increases as reported on slide 21 Slide 25 1 As of May 16, 2017 Slide 31 and 32 1 Projected Incremental Return on Cost (ROC) generally reflects only the unleveraged incremental NOI generated by the project upon stabilization and is calculated as incremental NOI divided by incremental cost. A property is considered stabilized upon reaching 90% occupancy, but no later than one year from the date it was classified as operating. Incremental NOI is the difference between NOI expected to be generated by the stabilized project and the NOI generated prior to the commencement of active redevelopment. ROC does not include peripheral impacts, such as the impact on future lease rollover at the property or the impact on the long-term value of the property 2 Net Costs represent our estimated share of the project costs, net of proceeds from land sales, reimbursement from third parties and contributions from project partners, as applicable Slide 35 1 Based on our internal analysis 2 Includes multi-tenant retail ABR attributable to our two active redevelopments, Reisterstown Road Plaza and Towson Circle, which are located in the Washington, D.C./Baltimore MSA 3 For purposes of the Net Debt to Adjusted EBITDA ratio, Adjusted EBITDA is calculated on a current quarter annualized basis and Net Debt is calculated as notional debt less cash and cash equivalents and disposition proceeds temporarily restricted related to potential Internal Revenue Code Section 1031 exchanges (1031 Exchanges) Slide 36 1 Includes multi-tenant retail ABR attributable to our two active redevelopments, Reisterstown Road Plaza and Towson Circle, which are located in the Washington, D.C./Baltimore MSA Slide 39 1 For purposes of the Net Debt to Adjusted EBITDA ratio, Adjusted EBITDA is calculated on a current quarter annualized basis and Net Debt is calculated as notional debt less cash and cash equivalents and disposition proceeds temporarily restricted related to potential 1031 Exchanges 2 The Fixed Charge Coverage Ratio is calculated in accordance with the agreement that governs our Unsecured Credit Facility and is required to be greater than or equal to 1.50x. We include this ratio to demonstrate the extent by which we exceeded the requirement and it should not be viewed as a measure of our historical or future financial performance, financial position or cash flow 3 Secured Debt represents notional secured debt and Total Assets is calculated as GAAP book value of total assets excluding the effect of accumulated depreciation 4 For purposes of the Unencumbered NOI ratio, Unencumbered NOI is calculated based on the definitions in the agreement that governs our Unsecured Credit Facility Slide 40 1 Based on our internal analysis

Footnotes (continued)

SLIDE 44

Non-GAAP Financial Measures & Other Definitions

Gross Leasable Area (GLA) Gross Leasable Area (GLA) is defined as the aggregate number of square feet available for lease. GLA excludes square footage attributable to third-party managed storage units, of which we owned 62,000 square feet as of March 31, 2017. Occupancy Occupancy is defined, for a property or group of properties, as the ratio, expressed as a percentage, of (a) the number of square feet of such property economically occupied by tenants under leases with an initial term of greater than one year, to (b) the aggregate number of square feet for such property. Percent Leased Including Signed (Leased) Percent Leased Including Signed (Leased) is defined, for a property or group of properties, as the ratio, expressed as a percentage, of (a) the sum of occupied square feet (pursuant to the definition above) of such property and vacant square feet for which a lease with an initial term of greater than one year has been signed, but rent has not yet commenced, to (b) the aggregate number of square feet for such property. Funds From Operations (FFO) Attributable to Common Shareholders As defined by the National Association of Real Estate Investment Trusts (NAREIT), an industry trade group, Funds From Operations (FFO) means net income (loss) computed in accordance with generally accepted accounting principles (GAAP), excluding gains (or losses) from sales of depreciable real estate, plus depreciation and amortization and impairment charges on depreciable real estate. We have adopted the NAREIT definition in our computation of FFO attributable to common shareholders. We believe that, subject to the following limitations, FFO attributable to common shareholders provides a basis for comparing our performance and operations to those of other real estate investment trusts (REITs). We believe that FFO attributable to common shareholders, which is a supplemental non-GAAP financial measure, provides an additional and useful means to assess the

perating performance of REITs. FFO attributable to common shareholders does not represent an alternative to (i) "Net income" or "Net income attributable to common shareholders" as an indicator of our financial

performance, or (ii) "Cash flows from operating activities" in accordance with GAAP as a measure of our capacity to fund cash needs, including the payment of dividends. Operating FFO Attributable to Common Shareholders Operating FFO attributable to common shareholders is defined as FFO attributable to common shareholders excluding the impact of discrete non-operating transactions and other events which we do not consider representative of the comparable operating results of our real estate operating portfolio, which is our core business platform. Specific examples of discrete non-operating transactions and other events include, but are not limited to, the financial statement impact of gains or losses associated with the early extinguishment of debt or other liabilities, impairment charges to write down the carrying value of assets other than depreciable real estate, actual or anticipated settlement of litigation involving the Company, including associated legal costs, and executive and realignment separation charges, which are otherwise excluded from our calculation of FFO attributable to common shareholders. We believe that Operating FFO attributable to common shareholders, which is a supplemental non-GAAP financial measure, provides an additional and useful means to assess the

perating performance of REITs. Operating FFO attributable to common shareholders does not represent an alternative to (i) "Net income" or "Net income attributable to common shareholders" as an indicator of our

financial performance, or (ii) "Cash flows from operating activities" in accordance with GAAP as a measure of our capacity to fund cash needs, including the payment of dividends. Comparison of our presentation of Operating FFO attributable to common shareholders to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. 44

SLIDE 45

Non-GAAP Financial Measures & Other Definitions (continued)

Net Operating Income (NOI) We define Net Operating Income (NOI) as all revenues other than straight-line rental income, amortization of lease inducements, amortization of acquired above and below market lease intangibles and lease termination fee income, less real estate taxes and all operating expenses other than straight-line ground rent expense and amortization of acquired ground lease intangibles, which are non-cash items. NOI consists of Same Store NOI and NOI from Other Investment Properties. We believe that NOI, which is a supplemental non-GAAP financial measure, provides an additional and useful operating perspective not immediately apparent from "Operating income" or "Net income attributable to common shareholders" in accordance with GAAP. We use NOI to evaluate our performance on a property-by-property basis because this measure allows management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. NOI does not represent an alternative to "Net income" or "Net income attributable to common shareholders" in accordance with GAAP as an indicator of our financial performance. Comparison of our presentation of NOI to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. Same Store NOI and NOI from Other Investment Properties Same Store NOI for the three months ended March 31, 2017represents NOI from our same store portfolio consisting of 140 retail operating properties acquired or placed in service and stabilized prior to January 1, 2016. NOI from Other Investment Properties for the three months ended March 31, 2017 represents NOI primarily from properties acquired during 2016 and 2017, our one remaining office property, three properties where we have begun redevelopment and/or activities in anticipation of future redevelopment, the properties that were sold or held for sale in 2016 and 2017, the net income from our wholly-owned captive insurance company and the historical ground rent expense related to an existing same store investment property that was subject to a ground lease with a third party prior to our acquisition of the fee interest on April 29, 2016. We believe that Same Store NOI and NOI from Other Investment Properties, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from "Operating income" or "Net income attributable to common shareholders" in accordance with GAAP. We use these measures to evaluate our performance on a property-by-property basis because they allow management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. Same Store NOI and NOI from Other Investment Properties do not represent alternatives to "Net income" or "Net income attributable to common shareholders" in accordance with GAAP as indicators of our financial performance. Comparison of our presentation of Same Store NOI and NOI from Other Investment Properties to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. NOI from Retail Properties Included in the 2017 Planned Dispositions, NOI from Properties Excluded from the 2017 Planned Dispositions and NOI from Non-Retail Properties Included in the 2017 Planned Dispositions NOI from retail properties included in the 2017 planned dispositions for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 represents NOI from those retail properties we plan to dispose of during 2017. NOI from properties excluded from the 2017 planned dispositions represents NOI from all remaining properties in each year presented that are not included in 2017 planned dispositions. NOI from non-retail properties included in the 2017 planned dispositions represents NOI from our one remaining office property. We believe that NOI from retail properties included in the 2017 planned dispositions, NOI from properties excluded from the 2017 planned dispositions and NOI from non-retail properties included in the 2017 planned dispositions, which are supplemental non-GAAP financial measures, provide an additional and useful operating perspective not immediately apparent from “Operating income” or “Net income attributable to common shareholders” in accordance with GAAP. We use these measures to evaluate our performance on a property-by-property basis because they allow management to evaluate the impact that factors such as lease structure, lease rates and tenant base have on our operating results. NOI from retail properties included in the 2017 planned dispositions, NOI from properties excluded from the 2017 planned dispositions and NOI from non-retail properties included in the 2017 planned dispositions do not represent alternatives to “Net income” or “Net income attributable to common shareholders” in accordance with GAAP as indictors of our financial

performance. Comparison of our presentation of NOI from retail properties included in the 2017 planned dispositions, NOI from properties excluded from the 2017 planned dispositions and NOI from non-retail

properties included in the 2017 planned dispositions to similarly titled measures for other REITS may not necessarily be meaningful due to possible differences in definition and application by such REITs. 45

SLIDE 46

Non-GAAP Financial Measures & Other Definitions (continued)

Adjusted EBITDA Adjusted EBITDA is a supplemental non-GAAP financial measure and represents net income attributable to common shareholders before interest, income taxes, depreciation and amortization, as further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing performance. We believe that Adjusted EBITDA is useful because it allows investors and management to evaluate and compare our performance from period to period in a meaningful and consistent manner in addition to standard financial measurements under GAAP. Adjusted EBITDA should not be considered an alternative to "Net income attributable to common shareholders" as an indicator of our financial performance. Comparison of our presentation of Adjusted EBITDA to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. Net Debt to Adjusted EBITDA Net Debt to Adjusted EBITDA is a supplemental non-GAAP financial measure and represents (i) our total notional debt, excluding unamortized premium, discount and capitalized loan fees, less cash and cash equivalents and disposition proceeds temporarily restricted related to potential 1031 Exchanges divided by (ii) Adjusted EBITDA for the prior three months, annualized. We believe that this ratio is useful because it provides investors with information regarding our total notional debt net of cash and cash equivalents and disposition proceeds temporarily restricted related to potential 1031 Exchanges, which could be used to repay debt, compared to our performance as measured using Adjusted EBITDA. Comparison of our presentation of Net Debt to Adjusted EBITDA to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. Unencumbered NOI ratio Unencumbered NOI ratio is a supplemental non-GAAP financial measure and represents (i) NOI from the unencumbered properties in our portfolio, as defined by the agreement that governs our Unsecured Credit Facility (comprised of the unsecured term loans and unsecured revolving line of credit) in effect at the end of the given period, for the trailing twelve month period, divided by (ii) total NOI, as defined by the agreement that governs our Unsecured Credit Facility in effect at the end of the given period, for the same trailing twelve month period. We believe that this ratio is useful because it allows investors and management to understand and evaluate our progress in unencumbering our portfolio. Unencumbered NOI ratio should not be considered an alternative to “Net income attributable to common shareholders” as an indicator of our financial performance. Comparison of our presentation of Unencumbered NOI ratio to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in definition and application by such REITs. For a complete listing of definitions related to our Unsecured Credit Facility, refer to the Fourth Amended and Restated Credit Agreement filed as Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 17, 2016, the Third Amended and Restated Credit Agreement filed as Exhibit 10.1 to our Current Report on Form 8-K, dated May 13, 2013, and the Second Amended and Restated Credit Agreement filed as Exhibit 10.4 to Amendment No. 5 of our Form S-11, dated March 9, 2012. 46

SLIDE 47

Reconciliation of Net (Loss) Income Attributable to Common Shareholders to Same Store NOI

SLIDE 48

Reconciliation of Net Loss Attributable to Common Shareholders to FFO Attributable to Common Shareholders and Operating FFO Attributable to Common Shareholders

Three Months Ended March 31, 2017 Net loss attributable to common shareholders (11,462) $ Depreciation and amortization of depreciable real estate 53,079 Gain on sales of depreciable investment properties (41,164) FFO attributable to common shareholders 453 $ FFO attributable to common shareholders per common share outstanding 0.00 $ FFO attributable to common shareholders 453 $ Impact on earnings from the early extinguishment of debt 66,357 Provision for hedge ineffectiveness 6 Other 130 Operating FFO attributable to common shareholders 66,946 $ Operating FFO attributable to common shareholders per common share outstanding 0.28 $

SLIDE 49

Reconciliation of Net Income (Loss) Attributable to Common Shareholders to NOI from Retail Properties Included in the 2017 Planned Dispositions

2016 2015 2014 2013 2012 Net income (loss) attributable to common shareholders 157,367 $ 115,646 $ 33,850 $ 4,176 $ (710) $ Adjustments to reconcile to Same Store NOI: Preferred stock dividends 9,450 9,450 9,450 9,450 263 Net income attributable to noncontrolling interest

528
Gain on sales of investment properties, net

(129,707) (121,792) (42,196) (5,806) (7,843) Income from discontinued operations

(507)

(50,675) (6,078) Depreciation and amortization 224,430 214,706 215,966 222,710 208,658 Provision for impairment of investment properties 20,376 19,937 72,203 59,486 1,323 General and administrative expenses 44,522 50,657 34,229 31,533 26,878 Gain on extinguishment of debt (13,653)

(3,879)

Gain on extinguishment of other liabilities (6,978)

(4,258)
Equity in loss of unconsolidated joint ventures, net
2,088

1,246 6,307 Gain on sale of joint venture interest

(17,499)
Gain on change in control of investment properties
(24,158)

(5,435)

Interest expense

109,730 138,938 133,835 146,805 171,295 Co-Venture obligation expense

3,300

Straight-line rental income, net (4,601) (3,498) (4,781) 381 (1,186) Amortization of acquired above and below market lease intangibles, net (2,991) (3,621) (2,076) (976) (641) Amortization of lease inducements 1,033 847 707 253 57 Lease termination fees (3,339) (3,757) (2,667) (8,605) (1,225) Straight-line ground rent expense 3,253 3,722 3,889 3,486 3,251 Amortization of acquired ground lease intangibles (560) (560) (560) (93)

Recognized gain on marketable securities, net
(25,840)

Other income, net (63) (1,700) (5,459) (4,741) (2,251) NOI 408,269 419,503 419,555 385,696 371,679 NOI from properties excluded from the 2017 planned dispositions (344,741) (355,016) (357,005) (326,178) (313,909) NOI from non-retail properties, included in the 2017 planned dispositions (8,875) (10,476) (10,476) (10,476) (10,448) NOI from retail properties included in the 2017 planned dispositions 54,653 $ 54,011 $ 52,074 $ 49,042 $ 47,322 $ Year Ended December 31,

SLIDE 50

Reconciliation of Net Loss Attributable to Common Shareholders to Adjusted EBITDA and Reconciliation of Mortgages and Notes Payable, Net, Unsecured Notes Payable, Net, Unsecured Term Loans, Net and Unsecured Revolving Line of Credit to Total Net Debt

50 March 31, 2017 March 31, 2013 Net loss attributable to common shareholders (11,462) $ (4,242) $ Preferred stock dividends 2,362 2,362 Interest expense 85,532 47,127 Depreciation and amortization 53,474 54,816 Gain on sales of investment properties (41,164) (9,173) Adjusted EBITDA 88,742 $ 90,890 $ Annualized 354,968 $ 363,560 $ March 31, 2017 March 31, 2013 Mortgages and notes payable, net 373,221 $ 2,022,809 $ Unsecured notes payable, net 695,287

Unsecured term loans, net

646,194 296,693 Unsecured revolving line of credit 363,000 165,000 Total 2,077,702 2,484,502 Mortgage premium, net of accumulated amortization (1,330)

Mortgage discount, net of accumulated amortization

612 1,364 Unsecured notes payable discount, net of accumulated amortization 942

Capitalized loan fees, net of accumulated amortization

8,446 21,041 Total notional debt 2,086,372 2,506,907 Less: consolidated cash and cash equivalents (40,274) (67,446) Less: disposition proceeds temporarily restricted related to potential 1031 Exchanges (62,468)

Total net debt

1,983,630 $ 2,439,461 $ Net Debt to Adjusted EBITDA1 5.6x 6.7x 1 For the calculation, annualized three months ended adjusted EBITDA was used Three Months Ended

SLIDE 51

Reconciliation of Net Income Attributable to Common Shareholders to Unencumbered NOI

51 March 31, 2017 March 31, 2013 Net income attributable to common shareholders 100,841 $ 11,336 $ Adjustments to reconcile to NOI: Preferred stock dividends 9,450 2,625 Gain on sales of investment properties (149,132) (14,423) Income from discontinued operations

(6,394)

Depreciation and amortization 224,508 205,308 Provision for impairment of investment properties 18,212 1,323 General and administrative expenses 44,329 30,012 Equity in loss of unconsolidated joint ventures, net

4,390

Gain on extinguishment of other liabilities (6,978)

Interest expense

168,498 167,320 Co-venture obligation expense

Straight-line rental income, net (3,914) (187) Amortization of acquired above and below market lease intangibles, net (3,146) (383) Amortization of lease inducements 1,125 125 Lease termination fees (3,293) (1,225) Straight-line ground rent expense 3,023 3,242 Amortization of acquired ground lease intangibles (560)

Recognized gain on marketable securities
(25,840)

Other expense (income), net 57 (5,987) NOI 403,020 371,639 Adjustments to reconcile to definition of NOI within the unsecured credit agreement in effect at the end of the period1 (20,610) 32,211 NOI, as defined within the unsecured credit agreement in effect at the end of the period 382,410 403,850 Encumbered NOI (53,604) (277,605) Unencumbered NOI 328,806 $ 126,245 $ Unencumbered NOI ratio 86.0% 31.3% TTM 1 Includes, where applicable, the impact of discontinued operations, corporate eliminations and allocations, lease termination fees and the management fee assumption as defined in the unsecured credit agreement

SLIDE 52

Reconciliation of Mortgages and Notes Payable, Net to Notional Secured Debt and Reconciliation of Total Assets to Total Assets Excluding the Effect of Accumulated Depreciation

March 31, 2017 March 31, 2013 Mortgages and notes payable, net 373,221 $ 2,022,809 $ Premium, net of accumulated amortization (1,330)

Discount, net of accumulated amortization

612 1,364 Capitalized loan fees, net of accumulated amortization, including amounts associated with investment properties held for sale 869 17,734 Notional secured debt 373,372 2,041,907 Total assets 4,466,617 5,085,610 Accumulated depreciation 1,440,089 1,315,681 Accumulated depreciation associated with investment properties held for sale 20,608

Total assets excluding the effect of accumulated depreciation

5,927,314 $ 6,401,291 $ Secured Debt to Total Assets 6.3% 31.9%

SLIDE 53

Non-GAAP Guidance Reconciliation – Operating FFO Guidance

Low High Net income attributable to common shareholders 0.91 $ 0.96 $ Depreciation and amortization of depreciable real estate 0.84 0.84 Provision for impairment of investment properties

Gain on sales of depreciable investment properties

(1.08) (1.08) FFO attributable to common shareholders 0.67 $ 0.72 $ Impact on earnings from the early extinguishment of debt 0.31 0.31 Provision for hedge ineffectiveness

Preferred stock redemption in excess of carrying value

0.02 0.02 Other

Operating FFO attributable to common shareholders

1.00 $ 1.05 $ Per Share Guidance Range Full Year 2017