8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 11, 2012

RETAIL PROPERTIES OF AMERICA, INC.

(Exact name of registrant as specified in charter)

Maryland	001-35481	42-1579325
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2901 Butterfield Road, Oak Brook, Illinois	60523
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (630) 218-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01Regulation FD Disclosure

Retail Properties of America, Inc. (the “Company”) first used the material attached hereto as Exhibit 99.1 on September 11, 2012 as part of the Company’s investor relations program.  A copy of this material is being posted on the Company’s website, www.rpai.com.

The information in this report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

The following Exhibit is included with this Report:

99.1Investor relations material of Retail Properties of America, Inc.

The statements and certain other information contained in this report, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” “position,” “consider,” “probable,” “committed,” “achieve,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.  Such risks and uncertainties could cause actual results to differ materially from those projected.  These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RETAIL PROPERTIES OF AMERICA, INC.
	(Registrant)
	By:	/s/ Dennis K. Holland
		Dennis K. Holland
		Executive Vice President,
Date: September 11, 2012		General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Investor relations material of Retail Properties of America, Inc.

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EX-99.1

Exhibit 99.1

www. r p a i . c o m * Represents the percentage of total annualized based rent from our retail operating portfolio including our pro rata share of unconsolidated joint ventures. 1. Includes Best Buy and Pacific Sales. 2. Includes Giant Foods and Stop & Shop. 3. Includes HomeGoods, Marshalls and TJMaxx. 4. Includes Bed Bath & Beyond, Buy Buy Baby and The Christmas Tree Shops. 1. Includes consolidated and unconsolidated properties. 2. Includes leases signed, but not commenced. 3. Calculated pursuant to the terms of our unsecured credit agreement. 4. Based on second quarter dividend of $0.165625 per share. TOP RETAIL TENANTS* COMPANY H IGHLIGHTS PORTFOLIO SUMMARY Completed public offering of 36.57 million shares of common stock, raising $292.6 million in gross proceeds, and listed our Class A common stock on the NYSE under the symbol “RPAI”. Increased total same store net operating income (NOI) 4.1% over the comparable period in 2011. Increased retail portfolio percent leased 230 basis points yearover-year to 91.0% at June 30, 2012. Continued strong leasing performance with the execution of 148 new and renewal retail leases for approximately 707,000 square feet. Generated positive comparable cash leasing spreads, including the pro rata share of joint ventures, of 7.5% on new leases and 4.3% on renewal leases, for a blended spread of 5.0%. Refinanced, repaid and extinguished $255 million in debt. Declared a quarterly dividend of $0.165625 per share. Total square feet managed 1 43 million Number of properties managed 1 299 Total market capitalization $5.5 billion Percent leased 2 91.6% Economic occupancy 89.0% Leverage ratio 3 52.75% Annualized dividend 4 $0.6625 Best Buy 1 30 3.3% Ahold USA 2 11 2.9% TJX Companies 3 47 2.6% Rite Aid 35 2.3% PetSmart 39 2.2% Ross Dress For Less 38 2.1% Bed Bath & Beyond 4 28 2.1% Home Depot 9 2.0% Kohl’s 14 1.8% The Sports Authority 17 1.8% % of Total ABR Number of Stores Tenant DIVERSIFIED ACROSS 35 STATES* 3.9 MSF 10.7 MSF 1.8 MSF 2.0 MSF 2.3 MSF 3.2 MSF More than 5 MSF 1-5 MSF Less than 1 MSF * Based on total square feet managed. Total GLA by State 2 0 1 2 2 n d Q U A R T E R F L A S H R E P O R T Continue the lease-up and stabilization of the retail portfolio, improving portfolio quality and enhancing shareholder value. Continue to streamline operating platform, controlling costs and focusing on corporate overhead. Continue to lower the Company’s risk profile through further improvements to the balance sheet, resulting in an improved cost of capital and greater financial flexibility. CONSOLIDATED RETAIL OPERATING PORTFOLIO * Power Center 45% Community Center 26% Neighborhood Center 10% Single User 10% Lifestyle Center 9% * Based on GLA as of 6/30/12. STRATEGY

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 4,500,000 4,000,000 3,500,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 0 Paid, Refinanced, Extended & Forgiven Under Application or Commitment Remaining to be Addressed 20121 2013 2014 2015 $1,000,000 $800,000 $600,000 $400,000 $200,000 $0 Debt ($000s) CONSOLIDATED RETAIL OPERATING PROPERTIES LEASE EXPIRATION SCHEDULE 1. Excludes month-to-month leases. (Square Feet) Average 7.7% MORTGAGE DEBT MATURITY SCHEDULE IMPROVING PORTFOLIO PERFORMANCE Same Store NOI * (in thousands) Debt maturities exclude standard amortization, net mortgage premium of $10.9 million and net mortgage discount of $2.0 million as of December 31, 2011. 1. Mortgage debt status is as of August 7, 2012. The 2012 maturities include $51.8 million of mortgages payable that had matured as of December 31, 2011. * Same store NOI is a non-GAAP financial measure. Visit www.rpai.com/Non-GAAP.pdf for a reconciliation of the most directly comparable GAPP measure. 1. Represents year-to-date June 30, 2012 amount annualized. 2.2% 8.8% 9.3% 7.9% 5.1% 5.6% 7.2% 6.2% 13.1% 11.3% 20121 2011 2010 2009 1 Multi-Tenant Single Tenant Safe Harbor Statement: Forward-looking statements are statements that are not historical including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” The Company intends that such forward-looking statements be subject to the safe harbors created by section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. There are numerous risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. For a more complete discussion of these risks and uncertainties, please see the company’s Annual Report on Form 10-K and each Quarterly Report filed on Form 10-Q. Retail Properties of America, Inc. disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information or future events. The companies depicted in the photographs and logos herein may have proprietary interests in their trade names and trademarks and nothing herein shall be considered to be an endorsement, authorization or approval of Retail Properties of America, Inc. by the companies. Further, none of these companies are affiliated with Retail Properties of America, Inc. in any manner other than being a tenant in properties owned by Retail Properties of America, Inc. 2901 BUTTERFIELD ROAD OAK BROOK, IL 60523 www.rpai.com CONTACT Retail Properties of America, Inc. Investor Relations IR@rpai.com 800.541.7661 $405,966 $408,221 $412,399 $421,622 www. r p a i . c o m AWARD WINNING MARKETING PROGRAMS BENEFIT RETAILERS & CONSUMERS Retail Properties of America’s marketing team partners with retailers and community groups to create one of a kind marketing programs that drive traffic, enhance retail sales and make an impact on the community. The marketing team was recognized by the International Council of Shopping Centers with 5 US MAXI Awards for its innovative events and programs in 2012. Retail Properties of America, Inc. has won 17 MAXI Awards in the last three years. facebook twitter Over 45,100 fans and followers receive regular information regarding events, special offers and giveaways, which drive retail sales.

2012 2011 2010 2009 Revenues: Same store investment properties: Rental income 469,726 $ 464,663 $ 459,446 $ 464,718 $ Tenant recovery income 105,798 106,122 106,353 111,916 Other property income 10,544 9,836 14,442 17,966 Other investment properties: Rental income 9,174 13,293 26,099 27,160 Tenant recovery income 1,676 3,623 6,973 7,889 Other property income 594 319 1,029 553 Expenses: Same store investment properties: Property operating expenses (91,444) (93,868) (93,109) (104,950) Real estate taxes (73,002) (74,354) (78,911) (83,684) Other investment properties: Property operating expenses (2,348) (4,751) (6,820) (8,018) Real estate taxes (5,636) (5,175) (5,398) (8,151) Net operating income: Same store investment properties 421,622 412,399 408,221 405,966 Other investment properties 3,460 7,309 21,883 19,433 Total net operating income 425,082 419,708 430,104 425,399 Other income (expense): Straight-line rental income, net 1,246 535 7,119 4,334 Amortization of acquired above and below market lease intangibles, net 1,844 1,702 1,929 2,285 Amortization of lease inducements (224) (91) (60) (60) Straight-line ground rent expense (3,652) (3,801) (4,109) (3,987) Insurance captive income - - 2,996 2,261 Depreciation and amortization (233,438) (234,406) (238,563) (241,414) Provision for impairment of investment properties (2,646) (7,650) (11,030) (27,600) Loss on lease terminations (9,802) (8,712) (13,812) (13,681) Insurance captive expenses - - (3,392) (3,655) General and administrative expenses (22,928) (20,605) (18,119) (21,191) Dividend income 2,960 2,538 3,472 10,132 Interest income 80 663 740 1,483 Gain on extinguishment of debt 7,758 16,705 - - Equity in (loss) income of unconsolidated joint ventures, net (7,208) (6,437) 2,025 (11,299) Interest expense (190,526) (230,979) (255,355) (226,392) Co-venture obligation expense (6,600) (7,167) (7,167) (597) Recognized gain on marketable securities 14,530 277 4,007 18,039 Impairment of notes receivable - - - (17,322) Gain on interest rate locks - - - 3,989 Other (expense) income, net (2,134) 1,861 (4,302) (10,370) Total other expense (450,740) (495,567) (533,621) (535,045) Loss from continuing operations (25,658) (75,859) (103,517) (109,646) Discontinued operations: Income (loss), net 2,906 (27,134) (14,996) (32,146) Gain on sales of investment properties, net 15,524 24,509 23,806 26,383 Income (loss) from discontinued operations 18,430 (2,625) 8,810 (5,763) Gain on sales of investment properties 10,004 5,906 - - Net income (loss) 2,776 (72,578) (94,707) (115,409) Net (income) loss attributable to noncontrolling interests - (31) (1,136) 3,074 Net income (loss) attributable to Company shareholders 2,776 $ (72,609) $ (95,843) $ (112,335) $ NON-GAAP FINANCIAL MEASURES (in thousands) The following is a reconciliation from Net Income (Loss) to Same Store NOI, which is a non-GAAP financial measure. The Same Store portfolio includes the 270 properties that were considered to be Same Store for all four years presented. * Represents year-to-date June 30, 2012 amounts annualized. *