10-K 1 akr2015123110k.htm 10-K 10-K


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2015
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from        to
Commission File Number 1-12002
ACADIA REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland
23-2715194
(State of incorporation)
(I.R.S. employer identification no.)
411 Theodore Fremd Avenue, Suite 300 Rye, NY 10580
(Address of principal executive offices)
(914) 288-8100
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Common Shares of Beneficial Interest, $.001 par value
(Title of Class)
New York Stock Exchange
(Name of Exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES x    NO o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Securities Act.
YES o    NO x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
YES x    NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES x    NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).
Large Accelerated Filer x     Accelerated Filer o      Non-accelerated Filer o      Smaller Reporting Company o
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
YES o    NO x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $2,011.2 million, based on a price of $29.22 per share, the average sales price for the registrant’s common shares of beneficial interest on the New York Stock Exchange on that date.
The number of shares of the registrant’s common shares of beneficial interest outstanding on February 19, 2016 was 70,462,368.
DOCUMENTS INCORPORATED BY REFERENCE
Part III – Portions of the registrant’s definitive proxy statement relating to its 2016 Annual Meeting of Shareholders presently scheduled to be held May 9, 2016 to be filed pursuant to Regulation 14A.




TABLE OF CONTENTS
Form 10-K Report
 
 
 
 
Item No.
 
 
Page
 
PART I
 
 
1.
Business
 
1A.
Risk Factors
 
1B.
Unresolved Staff Comments
 
2.
Properties
 
3.
Legal Proceedings
 
4.
Mine Safety Disclosures
 
 
 
 
 
 
PART II
 
 
5.
Market for Registrant’s Common Equity, Related Stockholder Matters, Issuer Purchases of Equity Securities and Performance Graph
 
6.
Selected Financial Data
 
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
7A.
Quantitative and Qualitative Disclosures about Market Risk
 
8.
Financial Statements and Supplementary Data
 
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
9A.
Controls and Procedures
 
9B.
Other Information
 
 
 
 
 
 
PART III
 
 
10.
Directors, Executive Officers and Corporate Governance
 
11.
Executive Compensation
 
12.
Security Ownership of Certain Beneficial Owners and Management
 
13.
Certain Relationships and Related Transactions and Director Independence
 
14.
Principal Accounting Fees and Services
 
 
 
 
 
 
PART IV
 
 
15.
Exhibits and Financial Statement Schedule
 



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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Annual Report on Form 10-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 and as such may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative thereof or other variations thereon or comparable terminology. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to those set forth under the headings "Item 1A. Risk Factors" and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-K. These risks and uncertainties should be considered in evaluating any forward-looking statements contained or incorporated by reference herein.

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PART I
ITEM 1. BUSINESS.

GENERAL

Acadia Realty Trust (the "Trust") was formed on March 4, 1993 as a Maryland real estate investment trust ("REIT"). All references to "Acadia," "we," "us," "our" and "Company" refer to the Trust and its consolidated subsidiaries. We are a fully integrated REIT focused on the ownership, acquisition, redevelopment and management of high-quality retail properties located primarily in high-barrier-to-entry, supply-constrained, densely-populated metropolitan areas in the United States. We currently own, or have an ownership interest in these properties through our Core Portfolio (as defined below) and our Funds (as defined in Item 1. of this Form 10-K).

All of our assets are held by, and all of our operations are conducted through, Acadia Realty Limited Partnership (the "Operating Partnership") and entities in which the Operating Partnership owns an interest. As of December 31, 2015, the Trust controlled 95% of the Operating Partnership as the sole general partner. As the general partner, the Trust is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership. The limited partners primarily represent entities or individuals that contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest ("Common OP Units" or "Preferred OP Units," respectively, and collectively, "OP Units") and employees who have been awarded restricted Common OP Units as long-term incentive compensation ("LTIP Units"). Limited partners holding Common OP and LTIP Units are generally entitled to exchange their units on a one-for-one basis for our common shares of beneficial interest of the Trust ("Common Shares"). This structure is referred to as an umbrella partnership REIT, or "UPREIT."

BUSINESS OBJECTIVES AND STRATEGIES

Our primary business objective is to acquire and manage commercial retail properties that will provide cash for distributions to shareholders while also creating the potential for capital appreciation to enhance investor returns. We focus on the following fundamentals to achieve this objective:

Own and operate a Core Portfolio of high-quality retail properties located primarily in high-barrier-to-entry, densely-populated metropolitan areas. Our goal is to create value through accretive redevelopment and re-tenanting activities within our existing portfolio and grow this platform through the acquisition of high-quality assets that have the long-term potential to outperform the asset class.

Generate additional growth through our Funds in which we co-invest with high-quality institutional investors. Our Fund strategy focuses on opportunistic yet disciplined acquisitions with high inherent opportunity for the creation of additional value, execution on this opportunity and the realization of value through the sale of these assets. In connection with this strategy, we focus on:

value-add investments in street retail properties, located in established and "next-generation" submarkets, with re-tenanting or repositioning opportunities,
opportunistic acquisitions of well-located real estate anchored by distressed retailers, and
other opportunistic acquisitions, which vary based on market conditions and may include high-yield acquisitions and purchases of distressed debt.

Some of these investments historically have also included, and may in the future include, joint ventures with private equity investors for the purpose of making investments in operating retailers with significant embedded value in their real estate assets.

Maintain a strong and flexible balance sheet through conservative financial practices while ensuring access to sufficient capital to fund future growth.

Investment Strategy — Generate External Growth through our Dual Platforms; Core Portfolio and Funds

The requirements that acquisitions be accretive on a long-term basis based on our cost of capital, as well as increase the overall Core Portfolio quality and value, are key strategic considerations to the growth of our Core Portfolio. As such, we constantly evaluate the blended cost of equity and debt and adjust the amount of acquisition activity to align the level of investment activity with capital flows.

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Given the growing importance of technology and e-commerce, many of our retail tenants are appropriately focused on omni-channel sales and how to best utilize e-commerce initiatives to drive sales at their stores. In light of these initiatives, we have found retailers are becoming more selective as to the location, size and format of their next-generation stores and are focused on dense, high-traffic retail corridors, where they can utilize smaller and more productive formats closer to their shopping population. Accordingly, our focus for Core Portfolio and Fund acquisitions is on those properties which we believe will not only remain relevant to our tenants, but become even more so in the future.

In addition to our Core Portfolio investments in real estate assets, we have also capitalized on our expertise in the acquisition, redevelopment, leasing and management of retail real estate by establishing discretionary opportunity funds. Our Fund platform is an investment vehicle where the Operating Partnership invests, along with outside institutional investors, including, but not limited to, endowments, foundations, pension funds and investment management companies, in primarily opportunistic and value-add retail real estate. To date, we have launched four funds ("Funds"); Acadia Strategic Opportunity Fund, LP ("Fund I"), Acadia Strategic Opportunity Fund II, LLC ("Fund II"), Acadia Strategic Opportunity Fund III LLC ("Fund III") and Acadia Strategic Opportunity Fund IV LLC ("Fund IV"). Due to our level of control, we consolidate these Funds for financial reporting purposes. Fund I and Fund II also include investments in operating companies through Acadia Mervyn Investors I, LLC ("Mervyns I"), Acadia Mervyn Investors II, LLC ("Mervyns II") and, in certain instances, directly through Fund II, all on a non-recourse basis. These investments comprise and are referred to as the Company's Retailer Controlled Property Venture ("RCP Venture"). As of December 31, 2015, Fund I has been liquidated.

The Operating Partnership is the sole general partner or managing member of the Funds and Mervyns I and II and earns priority distributions or fees for asset management, property management, construction, redevelopment, leasing and legal services. Cash flows from the Funds and the RCP Venture are distributed pro-rata to their respective partners and members (including the Operating Partnership) until each receives a certain cumulative return ("Preferred Return"), and the return of all capital contributions. Thereafter, remaining cash flow is distributed 20% to the Operating Partnership ("Promote") and 80% to the partners or members (including the Operating Partnership).

See Note 1 in the Notes to Consolidated Financial Statements, which begin on page F-1 of this Form 10-K ("Notes to Consolidated Financial Statements"), for a detailed discussion of the Funds and RCP Venture.

Capital Strategy — Balance Sheet Focus and Access to Capital

Our primary capital objective is to maintain a strong and flexible balance sheet through conservative financial practices, including moderate use of leverage, while ensuring access to sufficient capital to fund future growth. We intend to continue financing acquisitions and property redevelopment with sources of capital determined by management to be the most appropriate based on, among other factors, availability in the current capital markets, pricing and other commercial and financial terms. The sources of capital may include the issuance of public equity, unsecured debt, mortgage and construction loans, and other capital alternatives including the issuance of OP Units. We manage our interest rate risk through the use of fixed rate debt and, where we use variable rate debt, through the use of certain derivative instruments, including London Interbank Offered Rate ("LIBOR") swap agreements and interest rate caps as discussed further in Item 7A. of this Form 10-K.

During January 2012, we launched an at-the-market ("ATM") equity issuance program which provides us an efficient and low-cost vehicle for raising public equity to fund our capital needs. Through this program, we have been able to effectively "match-fund" a portion of the required equity for our Core Portfolio and Fund acquisitions through the issuance of Common Shares over extended periods employing a price averaging strategy. In addition, from time to time, we have issued and intend to continue to issue equity in follow-on offerings separate from our ATM program. Net proceeds raised through our ATM program and follow-on offerings are primarily used for acquisitions, both for our Core Portfolio and our pro-rata share of Fund acquisitions and for other general corporate purposes.

Common Share issuances for each of the years ended December 31, 2015, 2014 and 2013 are summarized as follows:


5



(shares and dollars in millions)
2015
2014
2013
 
 
 
 
ATM Issuance (1)
 
 
 
Common Shares issued
2.0

4.7

3.0

Gross proceeds
$
65.6

$
128.9

$
82.2

Net proceeds
$
64.4

$
126.8

$
80.7

 
 
 
 
Follow-on Offering Issuances
 
 
 
Common Shares issued

7.6


Gross proceeds
$

$
237.4

$

Net proceeds
$

$
230.7

$


Note:

(1) This activity includes 1.2 million shares issued during the fourth quarter of 2015, which generated gross proceeds of $38.0 million and net proceeds of $37.5 million.

During 2013 and 2014, we also issued 1.2 million and 1.6 million OP Units, respectively, in connection with the acquisition of properties. During January 2016, we issued 0.9 million OP Units in connection with the acquisition of a property.

Operating Strategy — Experienced Management Team with Proven Track Record

Our senior management team has decades of experience in the real estate industry. We have capitalized on our expertise in the acquisition, redevelopment, leasing and management of retail real estate by creating value through property redevelopment, re-tenanting and establishing joint ventures, such as the Funds, in which we earn, in addition to a return on our equity interest, Promotes, priority distributions and fees.

Operating functions such as leasing, property management, construction, finance and legal (collectively, the "Operating Departments") are generally provided by our personnel, providing for a vertically integrated operating platform. By incorporating the Operating Departments in the acquisition process, acquisitions are appropriately priced giving effect to each asset’s specific risks and returns and transition time is minimized allowing management to immediately execute on its strategic plan for each asset.

INVESTING ACTIVITIES

Core Portfolio

Our Core Portfolio consists primarily of high-quality street retail and urban assets, as well as suburban properties located in high-barrier-to-entry, densely-populated trade areas.

For the year ended December 31, 2015, we continued to execute on our strategy of owning a superior Core Portfolio by acquiring, through our Operating Partnership and its subsidiaries, properties consistent with our existing portfolio for an aggregate purchase price of $204.2 million. See Note 2 in the Notes to Consolidated Financial Statements, for a detailed discussion of these acquisitions and Item 2. Properties for a description of the other properties in our Core Portfolio. Additionally, subsequent to December 31, 2015, we acquired a 49% interest in a property for $39.8 million.

As we typically hold our Core Portfolio properties for long-term investment, we periodically review the portfolio and implement programs to renovate and re-tenant targeted properties to enhance their market position. This in turn is expected to strengthen the competitive position of the leasing program to attract and retain quality tenants, increasing cash flow, and consequently, property values. From time to time, we also identify certain properties for disposition and redeploy the capital for acquisitions and for the repositioning of existing properties with greater potential for capital appreciation. During 2015, there were no dispositions within the Core Portfolio.

We also make investments in first mortgages, preferred equity and other notes receivable collateralized by real estate, ("Structured Finance Program") either directly or through entities having an ownership interest therein. During 2015, we made investments

6



totaling $41.4 million in this program and as of December 31, 2015 had $147.2 million invested in this program. See Note 5 in the Notes to Consolidated Financial Statements, for a detailed discussion of our Structured Finance Program.

Funds

During 2015, the Operating Partnership acquired an additional 4.6% interest in Fund III from a limited partner for $7.3 million, giving the Company an aggregate 24.5% interest in Fund III. During January 2016, the Operating Partnership acquired an additional 8.3% interest in Fund II from a limited partner for $18.4 million, giving the Company an aggregate 28.3% interest in Fund II.

Acquisitions

Fund II

During 2015, Fund II acquired an additional 43% interest in Tower I of its City Point Development located in Brooklyn, NY. Fund II now owns 95% of this development project. See Note 2 in the Notes to Consolidated Financial Statements for a detailed discussion of this acquisition.

Fund IV

During 2015, Fund IV acquired seven properties for an aggregate purchase price of $146.1 million. See Note 2 in the Notes to Consolidated Financial Statements for a detailed discussion of these acquisitions.

During February 2016, Fund IV closed on a $14.0 million preferred equity investment in a development site in Chicago, Illinois.

Dispositions

Fund II

During 2015, Fund II sold the residential air rights in Phase III of its City Point project located in Brooklyn, NY for a sales price of $115.6 million, and a property located in Queens, NY for $24.0 million. See Note 2 in the Notes to Consolidated Financial Statements for a detailed discussion of these dispositions.

Fund III

During 2015, Fund III sold three properties located in Chicago, IL, Shrewsbury, MA and Baltimore, MD for an aggregate sales price of $188.0 million. See Note 2 in the Notes to Consolidated Financial Statements, for a detailed discussion of these dispositions. Subsequent to December 31, 2015, Fund III sold a 65% interest in Cortlandt Town Center for $107.3 million.

Redevelopment Activities

As part of our Fund strategy, we invest in real estate assets that may require significant redevelopment. As of December 31, 2015, the Funds had 10 redevelopment projects, consisting of 30 individual properties, four of which are under construction and six are in various stages of the redevelopment process as follows:

7



(dollars in millions)
 
 
 
 
 
 
 
 
Property
 
Owner
 
Costs
to date
 
Anticipated
additional
costs (1)
 
Status
 
Square
feet upon
completion
Anticipated completion date
City Point (2)
 
Fund II
 
$
341.9

 
$48.1 - $68.1 (3)
 
Construction commenced
 
763,000

2016/2020 (4)
Sherman Plaza (2)
 
Fund II
 
35.8

 
TBD
 
Pre-construction
 
TBD

TBD
Cortlandt Crossing
 
Fund III
 
14.6

 
32.4 - 41.4
 
Pre-construction
 
150,000 - 170,000

2017
3104 M Street NW (2)
 
Fund III
 
7.3

 
0.7 - 1.7
 
Construction commenced
 
10,000

2016
Broad Hollow Commons
 
Fund III
 
14.4

 
35.6 - 45.6
 
Pre-construction
 
180,000 - 200,000

2016
210 Bowery
 
Fund IV
 
13.2

 
5.3 - 9.3
 
Pre-construction
 
16,000

2016
Broughton Street Portfolio (2)
 
Fund IV
 
61.3

 
23.7 - 28.7
 
Construction commenced
 
200,000

2016
27 E. 61st Street
 
Fund IV
 
21.3

 
1.5 - 5.5
 
Construction commenced
 
9,500

2016
801 Madison Avenue
 
Fund IV
 
33.6

 
2.4 - 7.4
 
Pre-construction
 
5,000

2016
650 Bald Hill Road
 
Fund IV
 
10.5

 
17.0 - 22.0
 
Pre-construction
 
161,000

2016
Total
 
 
 
$
553.9

 
 
 
 
 
 
 

Notes:

TBD – To be determined

(1) Anticipated additional costs are estimated ranges for completing the projects and include costs for tenant improvements and leasing commissions.

(2) These projects are being redeveloped in joint ventures with unaffiliated entities.

(3) Net of actual and anticipated contributions from retail tenants and proceeds from residential tower sales.

(4) Phases I and II have an estimated completion date of 2016. Phase III has an estimated completion date of 2020.

RCP Venture

Through Mervyns I and II, and in certain instances, Fund II, we have opportunistically made investments through our RCP Venture in surplus or underutilized properties owned by retailers. While we are primarily a passive partner in the investments made through the RCP Venture, historically we have provided our services in reviewing potential acquisitions and operating and redevelopment assistance in areas where we have both a presence and expertise. To date, we have invested an aggregate $63.2 million in our RCP Venture on a non-recourse basis. See Note 4 in the Notes to Consolidated Financial Statements for a detailed discussion of the RCP Venture.

ENVIRONMENTAL LAWS

For information relating to environmental laws that may have an impact on our business, please see "Item 1A. Risk Factors - Possible liability relating to environmental matters."

COMPETITION

There are numerous entities that compete with us in seeking properties for acquisition and tenants that will lease space in our properties. Our competitors include other REITs, financial institutions, insurance companies, pension funds, private companies and individuals. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses) and the design and condition of the improvements.

FINANCIAL INFORMATION ABOUT MARKET SEGMENTS

We have three reportable segments: Core Portfolio, Funds and Structured Financing. Structured Financing consists of our notes receivable and related interest income. The accounting policies of the segments are the same as those described in the summary of significant accounting policies set forth in Note 1 in the Notes to Consolidated Financial Statements. We evaluate property

8



performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items. Investments in our Core Portfolio are typically held long-term. Given the contemplated finite life of our Funds, these investments are typically held for shorter terms. Priority distributions and fees earned by us as general partner or managing member of the Funds are eliminated in our Consolidated Financial Statements. See Note 3 in the Notes to Consolidated Financial Statements for information regarding, among other things, revenues from external customers, a measure of profit and loss and total assets with respect to each of our segments. Our profits and losses for both our business and each of our segments are not seasonal.

CORPORATE HEADQUARTERS AND EMPLOYEES

Our executive office is located at 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580, and our telephone number is (914) 288-8100. As of December 31, 2015, we had 116 employees, of which 97 were located at our executive office and 19 were located at regional property management offices. None of our employees are covered by collective bargaining agreements. Management believes that its relationship with employees is good.

COMPANY WEBSITE

All of our filings with the Securities and Exchange Commission, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available at no cost at our website at www.acadiarealty.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. These filings can also be accessed through the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, we will provide paper copies of our filings at no cost upon request. If you wish to receive a copy of the Form 10-K, you may contact Robert Masters, Corporate Secretary, at Acadia Realty Trust, 411 Theodore Fremd Avenue, Suite 300, Rye, NY 10580. You may also call (914) 288-8100 to request a copy of the Form 10-K. Information included or referred to on our website is not incorporated by reference in or otherwise a part of this Form 10-K.

CODE OF ETHICS AND WHISTLEBLOWER POLICIES

The Board of Trustees adopted a Code of Business Conduct and Ethics applicable to all employees, as well as a "Whistleblower Policy." Copies of these documents are available in the Investor Information section of our website. We intend to disclose future amendments to, or waivers from (with respect to our senior executive financial officers), our Code of Ethics in the Investor Information section of our website within four business days following the date of such amendment or waiver.

ITEM 1A. RISK FACTORS.

If any of the following risks occur, the impact on our business, results of operations and financial condition could be material. This section includes or refers to certain forward-looking statements. Refer to the explanation of the qualifications and limitations on such forward-looking statements discussed in the beginning of this Form 10-K.

We rely on revenues derived from key tenants.

We derive significant revenues from a concentration of certain key tenants that occupy space at more than one property. We could be adversely affected in the event of the bankruptcy or insolvency of, or a downturn in the business of, any of our key tenants, or in the event that any such tenant does not renew its leases as they expire or renews such leases at lower rental rates. See "Item 2. Properties-Major Tenants" in this Annual Report on Form 10-K for quantified information with respect to the percentage of our minimum rents received from major tenants.

Anchor tenants and co-tenancy are crucial to the success of retail properties.

Vacated anchor space not only directly reduces rental revenues, but if not re-tenanted with a similar tenant, or one with equal consumer attraction, could adversely affect the entire shopping center primarily through the loss of customer drawing power. This can also occur through the exercise of the right that most anchors have, to vacate and prevent re-tenanting by paying rent for the balance of the lease term ("going dark"), as would the departure of a "shadow" anchor tenant that is owned by another landlord. In addition, in the event that certain anchor tenants cease to occupy a property, such an action may result in a significant number of other tenants having the contractual right to terminate their leases, or pay a reduced rent based on a percentage of the tenant's sales, at the affected property, which could adversely affect the future income from such property ("co-tenancy"). Although, it may not directly reduce our rental revenues, and there are no contractual co-tenancy conditions, vacant retail space adjacent to, or even on the same block as our street and urban properties may similarly affect shopper traffic and re-tenanting activities at our

9



properties. See "Item 2. Properties-Major Tenants" in this Annual Report on Form 10-K for quantified information with respect to the percentage of our minimum rents received from major tenants.

The bankruptcy of, or a downturn in the business of, any of our major tenants or a significant number of our smaller tenants may adversely affect our cash flows and property values.

The bankruptcy of, or a downturn in the business of, any of our major tenants causing them to reject their leases, or to not renew their leases as they expire, or renew at lower rental rates, may adversely affect our cash flows and property values. Furthermore, the impact of vacated anchor space and the potential reduction in customer traffic may adversely impact the balance of tenants at a shopping center.

Historically and from time to time, certain of our tenants experienced financial difficulties and filed for bankruptcy protection, typically under Chapter 11 of the United States Bankruptcy Code ("Chapter 11 Bankruptcy"). Pursuant to bankruptcy law, tenants have the right to reject some or all of their leases. In the event a tenant exercises this right, the landlord generally has the right to file a claim for lost rent equal to the greater of either one year's rent (including tenant expense reimbursements) for remaining terms greater than one year, or 15% of the rent remaining under the balance of the lease term, but not to exceed three years rent. Actual amounts to be received in satisfaction of those claims will be subject to the tenant's final bankruptcy plan and the availability of funds to pay its creditors.

Although currently none of our major tenants are in bankruptcy, experience shows that there can be no assurance that one or more of our major tenants will be immune from bankruptcy.

We may not be able to renew current leases or the terms of re-letting (including the cost of concessions to tenants) may be less favorable to us than current lease terms.

Upon the expiration of current leases for space located in our properties, we may not be able to re-let all or a portion of that space, or the terms of re-letting (including the cost of concessions to tenants) may be less favorable to us than current lease terms. If we are unable to re-let promptly all or a substantial portion of the space located in our properties or if the rental rates we receive upon re-letting are significantly lower than current rates, our net income and ability to make expected distributions to our shareholders will be adversely affected due to the resulting reduction in revenues. There can be no assurance that we will be able to retain tenants in any of our properties upon the expiration of their leases. See "Item 2. Properties - Lease Expirations" in this Annual Report on Form 10-K for additional information as to the scheduled lease expirations in our portfolio.

E-commerce can have an impact on our business.

The use of the internet by consumers continues to gain in popularity. The migration toward e-commerce is expected to continue. This increase in internet sales could result in a downturn in the business of our current tenants in their "brick and mortar" locations and could affect the way future tenants lease space.

While we devote considerable effort and resources to analyze and respond to tenant trends, preferences and consumer spending patterns, we cannot predict with certainty what future tenants will want, what future retail spaces will look like and how much revenue will be generated at traditional "bricks and mortar" locations. If we are unable to anticipate and respond promptly to trends in the market because of the illiquid nature of real estate (See the Risk Factor entitled, "Our ability to change our portfolio is limited because real estate investments are illiquid" below), our occupancy levels and financial results could suffer.

The economic environment may cause us to lose tenants and may impair our ability to borrow money to purchase properties, refinance existing debt or finance our current redevelopment projects.

Our operations and performance depend on general economic conditions, including the health of the consumer. The U.S. economy has historically experienced financial downturns from time to time, including a decline in consumer spending, credit tightening and high unemployment.

While we currently believe we have adequate sources of liquidity, there can be no assurance that we will be able to obtain secured or unsecured loan facilities to meet our needs, including to purchase additional properties, to complete current redevelopment projects, or to successfully refinance our properties as loans become due. To the extent that the availability of credit is limited, it would also adversely impact our notes receivable as counterparties may not be able to obtain the financing required to repay the loans upon maturity.



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Political and economic uncertainty could have an adverse effect on us.

We cannot predict how current political and economic uncertainty, including uncertainty related to taxation, will affect our critical tenants, joint venture partners, lenders, financial institutions and general economic conditions, including the health and confidence of the consumer and the volatility of the stock market.

Political and economic uncertainty poses a risk to us in that it may cause consumers to postpone discretionary spending in response to tighter credit, reduced consumer confidence and other macroeconomic factors affecting consumer spending behavior, resulting in a downturn in the business of our tenants. In the event current political and economic uncertainty results in financial turmoil affecting the banking system and financial markets or significant financial service institution failures, there could be a new or incremental tightening in the credit markets, low liquidity, and extreme volatility in fixed income, credit, currency and equity markets. Each of these could have an adverse effect on our business, financial condition and operating results.

There are risks relating to investments in real estate.

Real property investments are subject to multiple risks. Real estate values are affected by a number of factors, including: changes in the general economic climate, local conditions (such as an oversupply of space or a reduction in demand for real estate in an area), the quality and philosophy of management, competition from other available space, the ability of the owner to provide adequate maintenance and insurance and to control variable operating costs. Retail properties, in particular, may be affected by changing perceptions of retailers or shoppers regarding the safety, convenience and attractiveness of the property and by the overall climate for the retail industry. Real estate values are also affected by such factors as government regulations, interest rate levels, the availability of financing and potential liability under, and changes in, environmental, zoning, tax and other laws. A significant portion of our income is derived from rental income from real property. Our income and cash flow would be adversely affected if we were unable to rent our vacant space to viable tenants on economically favorable terms. In the event of default by a tenant, we may experience delays in enforcing, as well as incur substantial costs to enforce, our rights as a landlord. In addition, certain significant expenditures associated with each equity investment (such as mortgage payments, real estate taxes and maintenance costs) are generally not reduced even though there may be a reduction in income from the investment.

Our ability to change our portfolio is limited because real estate investments are illiquid.

Equity investments in real estate are relatively illiquid and, therefore, our ability to change our portfolio promptly in response to changed conditions is limited, which could adversely affect our financial condition and results of operations and our ability to pay dividends and make distributions. Our Board of Trustees may establish investment criteria or limitations as it deems appropriate, but currently does not limit the number of properties in which we may seek to invest or on the concentration of investments in any one geographic region. As discussed under the heading "Our Board of Trustees may change our investment policy without shareholder approval" below, we could change our investment, disposition and financing policies and objectives without a vote of our shareholders, but such change may be delayed or more difficult to implement due to the illiquidity of real estate.

Although we have historically used moderate levels of leverage, if we employed higher levels of leverage, it would result in increased risk of default on our obligations and in an increase in debt service requirements, which could adversely affect our financial condition and results of operations and our ability to pay dividends and make distributions. In addition, the viability of the interest rate hedges we use is subject to the strength of the counterparties.

We have incurred, and expect to continue to incur, indebtedness to support our activities. Neither our Declaration of Trust nor any policy statement formally adopted by our Board of Trustees limits either the total amount of indebtedness or the specified percentage of indebtedness that we may incur. Accordingly, we could become more highly leveraged, resulting in increased risk of default on our financial obligations and in an increase in debt service requirements. This in turn could adversely affect our financial condition, results of operations and our ability to make distributions.

Variable rate debt exposes us to changes in interest rates. Interest expense on our variable rate debt as of December 31, 2015 would increase by $5.6 million annually for a 100 basis point increase in interest rates. This exposure would increase if we seek additional variable rate financing based on pricing and other commercial and financial terms.

We enter into interest rate hedging transactions, including interest rate swap and cap agreements, with counterparties, generally, the same lenders who made the loan in question. There can be no guarantee that the future financial condition of these counterparties will enable them to fulfill their obligations under these agreements.




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Competition may adversely affect our ability to purchase properties and to attract and retain tenants.

There are numerous commercial developers, real estate companies, financial institutions and other investors with greater financial resources than we have that compete with us in seeking properties for acquisition and tenants who will lease space in our properties. Our competitors include other REITs, financial institutions, private funds, insurance companies, pension funds, private companies, family offices, sovereign wealth funds and individuals. This competition may result in a higher cost for properties than we wish to pay. In addition, retailers at our properties (both in our Core Portfolio and in the portfolios of the Funds) face increasing competition from outlet malls, discount shopping clubs, e-commerce, direct mail and telemarketing, which could (i) reduce rents payable to us and (ii) reduce our ability to attract and retain tenants at our properties leading to increased vacancy rates at our properties.

We could be adversely affected by poor market conditions where our properties are geographically concentrated.

Our performance depends on the economic conditions in markets in which our properties are concentrated. We have significant exposure to the greater New York and Chicago metropolitan regions, from which we derive 41% and 23% of the annual base rents within our Core Portfolio, respectively and 63% and 8% of annual base rents within our Funds, respectively. Our operating results could be adversely affected if market conditions, such as an oversupply of space or a reduction in demand for real estate, in these areas occur.

We have pursued, and may in the future continue to pursue extensive growth opportunities, including investing in new markets, which may result in significant demands on our operational, administrative and financial resources.

We are pursuing extensive growth opportunities, some of which have been, and in the future may be, in locations in which we have not historically invested. This expansion places significant demands on our operational, administrative and financial resources. The continued growth of our real estate portfolio can be expected to continue to place a significant strain on our resources. Our future performance will depend in part on our ability to successfully attract and retain qualified management personnel to manage the growth and operations of our business. In addition, the acquired properties may fail to operate at expected levels due to the numerous factors that may affect the value of real estate. There can be no assurance that we will have sufficient resources to identify and manage the properties.

Our inability to carry out our growth strategy could adversely affect our financial condition and results of operations.

Our earnings growth strategy is based on the acquisition and redevelopment of additional properties, including acquisitions of core properties through our Operating Partnership and our high return investment programs through our Fund platform. The consummation of any future acquisitions will be subject to satisfactory completion of our extensive valuation analysis and due diligence review and to the negotiation of definitive documentation. We cannot be sure that we will be able to implement our strategy because we may have difficulty finding new properties, obtaining necessary entitlements, negotiating with new or existing tenants or securing acceptable financing. Furthermore, if we were unable to obtain sufficient investor capital commitments in order to initiate future Funds, this would adversely impact our current growth strategy.

Acquisitions of additional properties entail the risk that investments will fail to perform in accordance with expectations, including operating and leasing expectations. In the context of our business plan, "redevelopment" generally means an expansion or renovation of an existing property. Redevelopment is subject to numerous risks, including risks of construction delays, cost overruns or uncontrollable events that may increase project costs, new project commencement risks such as the receipt of zoning, occupancy and other required governmental approvals and permits, and incurring redevelopment costs in connection with projects that are not pursued to completion.

Historically, a component of our growth strategy has been through private-equity type investments made through our RCP Venture. These have included investments in operating retailers. The inability of the retailers to operate profitably would have an adverse impact on income realized from these investments. Through our investments in joint ventures we have also invested in operating businesses that have operational risk in addition to the risks associated with real estate investments, including among other risks, human capital issues, adequate supply of product and material, and merchandising issues.

Our redevelopment and construction activities could affect our operating results.

We intend to continue the selective redevelopment and construction of retail properties, with our project at City Point currently being our largest redevelopment project (see "Item 1. BUSINESS - INVESTING ACTIVITIES - Funds - Redevelopment Activities" for a description of the City Point project).


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As opportunities arise, we may delay construction until sufficient pre-leasing is reached and financing is in place. Our redevelopment and construction activities include risks that:

We may abandon redevelopment opportunities after expending resources to determine feasibility;
Construction costs of a project may exceed our original estimates;
Occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable;
Financing for redevelopment of a property may not be available to us on favorable terms;
We may not complete construction and lease-up on schedule, resulting in increased debt service expense and construction costs; and
We may not be able to obtain, or may experience delays in obtaining necessary zoning and land use approvals as well as building, occupancy and other required governmental permits and authorizations.

Additionally, the time frame required for redevelopment, construction and lease-up of these properties means that we may not realize a significant cash return for several years. If any of the above events occur, the redevelopment of properties may hinder our growth and have an adverse effect on our results of operations and cash flows. In addition, new redevelopment activities, regardless of whether or not they are ultimately successful, typically require substantial time and attention from management.

Redevelopments and acquisitions may fail to perform as expected.

Our investment strategy includes the redevelopment and acquisition of retail properties in supply constrained markets in densely populated areas with high average household incomes and significant barriers to entry. The redevelopment and acquisition of properties entails risks that include the following, any of which could adversely affect our results of operations and our ability to meet our obligations:

The property may fail to achieve the returns we have projected, either temporarily or for extended periods;
We may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify;
We may not be able to integrate an acquisition into our existing operations successfully;
Properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, at the time we make the decision to invest, which may result in the properties' failure to achieve the returns we projected;
Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property; and
Our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost.

We operate through a partnership structure, which could have an adverse effect on our ability to manage our assets.

Our primary property-owning vehicle is the Operating Partnership, of which we are the general partner. Our acquisition of properties through the Operating Partnership in exchange for interests in the Operating Partnership may permit certain tax deferral advantages to limited partners who contribute properties to the Operating Partnership. Since properties contributed to the Operating Partnership may have unrealized gains attributable to the differences between the fair market value and adjusted tax basis in such properties prior to contribution, the sale of such properties could cause adverse tax consequences to the limited partners who contributed such properties. Although we, as the general partner of the Operating Partnership, generally have no obligation to consider the tax consequences of our actions to any limited partner, we own several properties subject to material contractual restrictions for varying periods of time designed to minimize the adverse tax consequences to the limited partners who contributed such properties. Such restrictions may result in significantly reduced flexibility to manage some of our assets.

Exclusivity obligation to our Funds.

Under the terms of our current Fund (Fund IV), our primary goal is to seek investments for the Fund, subject to certain exceptions. We may only pursue opportunities to acquire retail properties directly through the Operating Partnership if (i) the ownership of the acquisition opportunity by the Fund would create a material conflict of interest for us; (ii) we require the acquisition opportunity for a "like-kind" exchange; (iii) the consideration payable for the acquisition opportunity is our Common Shares, OP Units or other securities or (iv) the investment is outside the parameters of our investment goals for the Fund (which, in general, seeks more opportunistic level returns). As a result, we may not be able to make attractive acquisitions directly and instead may only receive a minority interest in such acquisitions through the Fund.

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Risks of joint ventures.

Partnership or joint venture investments may involve risks not otherwise present for investments made solely by us, including the possibility that our partner or co-venturer might become bankrupt, and that our partner or co-venturer may take action contrary to our instructions, requests, policies or objectives, including our policy with respect to maintaining our qualification as a REIT. Other risks of joint venture investments include impasse on decisions, such as a sale, because neither we nor a joint venture partner would have full control over the joint venture. Also, there is no limitation under our organizational documents as to the amount of our funds that may be invested in joint ventures.

Additionally, our partners or co-venturers may engage in malfeasance in spite of our efforts to perform a high level of due diligence on them. Such acts may or may not be covered by insurance. Finally, partners and co-venturers may engage in illegal activities which may jeopardize an investment and/or subject us to reputational risk.

Any disputes that may arise between joint venture partners and us may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. Consequently, actions by or disputes with joint venture partners might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party joint venture partners.

Historically our Fund I and Mervyns I joint ventures provided Promote income. There can be no assurance that the joint ventures will continue to operate profitably and thus provide additional Promote income in the future. These factors could limit the return that we receive from such investments or cause our cash flows to be lower than our estimates. In addition, a partner or co-venturer may not have access to sufficient capital to satisfy its funding obligations to the joint venture.

Our structured financing portfolio is subject to specific risks relating to the structure and terms of the instruments and the underlying collateral.

We invest in notes receivables and preferred equity investments that are collateralized by the underlying real estate, a direct interest or the borrower’s ownership interest in the entities that own the properties and/or by the borrower’s personal guarantee. The underlying assets are sometimes subordinate in payment and collateral to more senior loans. The ability of a borrower or entity to make payments on these investments may be subject to the senior lender and/or the performance of the underlying real estate. In the event of a default by the borrower or entity on its senior loan, our investment will only be satisfied after the senior loan and we may not be able to recover the full value of the investment. In the event of a bankruptcy of an entity in which we have a preferred equity interest, or in which the borrower has pledged its interest, the assets of the entity may not be sufficient to satisfy our investment.

Market factors could have an adverse effect on our share price and our ability to access the public equity markets.

One of the factors that may influence the trading price of our Common Shares is the annual dividend rate on our Common Shares as a percentage of its market price. An increase in market interest rates may lead purchasers of our Common Shares to seek a higher annual dividend rate, which could adversely affect the market price of our Common Shares. A decline in our share price, as a result of this or other market factors, could unfavorably impact our ability to raise additional equity in the public markets.

The loss of a key executive officer could have an adverse effect on us.

Our success depends on the contribution of key management members. The loss of the services of Kenneth F. Bernstein, President and Chief Executive Officer, or other key executive-level employees could have a material adverse effect on our results of operations. Management continues to strengthen our team and provide for succession planning, but there can be no assurance that such planning will be capable of implementation or of the success of such efforts. We have obtained key-man life insurance for Mr. Bernstein. In addition, we have entered into an employment agreement with Mr. Bernstein; however, it can be terminated by Mr. Bernstein at his discretion. We have not entered into employment agreements with other key executive-level employees.

Our Board of Trustees may change our investment policy or objectives without shareholder approval.

Our Board of Trustees may determine to change our investment and financing policies or objectives, our growth strategy and our debt, capitalization, distribution, acquisition, disposition and operating policies. Our Board of Trustees may establish investment criteria or limitations as it deems appropriate, but currently does not limit the number of properties in which we may seek to invest or on the concentration of investments in any one geographic region. Although our Board of Trustees has no present intention to revise or amend our strategies and policies, it may do so at any time without a vote by our shareholders. Accordingly, the results

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of decisions made by our Board of Trustees as implemented by management may or may not serve the interests of all of our shareholders and could adversely affect our financial condition or results of operations, including our ability to distribute cash to shareholders or qualify as a REIT.

Distribution requirements imposed by law limit our operating flexibility.

To maintain our status as a REIT for Federal income tax purposes, we are generally required to distribute to our shareholders at least 90% of our taxable income for each calendar year. Our taxable income is determined without regard to any deduction for dividends paid and by excluding net capital gains. To the extent that we satisfy the distribution requirement, but distribute less than 100% of our taxable income, we will be subject to Federal corporate income tax on our undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our distributions in any year are less than the sum of (i) 85% of our ordinary income for that year; (ii) 95% of our capital gain net income for that year; and (iii) 100% of our undistributed taxable income from prior years. We intend to continue to make distributions to our shareholders to comply with the distribution requirements of the Internal Revenue Code and to minimize exposure to Federal income and excise taxes. Differences in timing between the receipt of income and the payment of expenses in determining our income as well as required debt amortization payments and the capitalization of certain expenses could require us to borrow funds on a short-term basis to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. The distribution requirements also severely limit our ability to retain earnings to acquire and improve properties or retire outstanding debt.

There can be no assurance we have qualified or will remain qualified as a REIT for Federal income tax purposes.

We believe that we have consistently met the requirements for qualification as a REIT for Federal income tax purposes beginning with our taxable year ended December 31, 1993, and we intend to continue to meet these requirements in the future. However, qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code, for which there may be only limited judicial or administrative interpretations. No assurance can be given that we have qualified or will remain qualified as a REIT. The Internal Revenue Code provisions and income tax regulations applicable to REITs differ significantly from those applicable to other corporations. The determination of various factual matters and circumstances not entirely within our control can potentially affect our ability to continue to qualify as a REIT. In addition, no assurance can be given that future legislation, regulations, administrative interpretations or court decisions will not significantly change the requirements for qualification as a REIT or adversely affect the Federal income tax consequences of such qualification. Under current law, if we fail to qualify as a REIT, we would not be allowed a deduction for dividends paid to shareholders in computing our net taxable income. In addition, our income would be subject to tax at the regular corporate rates. Also, we could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. Cash available for distribution to our shareholders would be significantly reduced for each year in which we do not qualify as a REIT. In that event, we would not be required to continue to make distributions. Although we currently intend to continue to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause us, without the consent of our shareholders, to revoke the REIT election or to otherwise take action that would result in disqualification.

Legislative or regulatory tax changes could have an adverse effect on us.

There are a number of issues associated with an investment in a REIT that are related to the Federal income tax laws, including, but not limited to, the consequences of our failing to continue to qualify as a REIT. At any time, the Federal income tax laws governing REITs or the administrative interpretations of those laws may be amended or modified. Any new laws or interpretations may take effect retroactively and could adversely affect us or our shareholders. Reduced tax rates applicable to certain corporate dividends paid to most domestic noncorporate shareholders are not generally available to REIT shareholders since a REITs income generally is not subject to corporate level tax. As a result, investment in non-REIT corporations may be viewed as relatively more attractive than investment in REITs by domestic noncorporate investors. This could adversely affect the market price of our shares.

Changes in accounting standards may adversely impact our financial results.

The Financial Accounting Standards Board (the "FASB"), in conjunction with the U.S. Securities and Exchange Commission, has several key projects on its agenda that could impact how we currently account for our material transactions, including, but not limited to, lease accounting and other convergence projects with the International Accounting Standards Board. In addition, the FASB has the ability to introduce new projects to its agenda which may also impact how we account for our material transactions. At this time, we are unable to predict with certainty which, if any, proposals may be passed, what new legislation may be implemented or what level of impact any such proposal could have on the presentation of our consolidated financial statements, our results of operations and our financial ratios required by our debt covenants.


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Limits on ownership of our capital shares.

For us to qualify as a REIT for Federal income tax purposes, among other requirements, not more than 50% of the value of our capital shares may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time during the last half of each taxable year, and such capital shares must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (in each case, other than the first such year). Our Declaration of Trust includes certain restrictions regarding transfers of our capital shares and ownership limits that are intended to assist us in satisfying these limitations, among other purposes. These restrictions and limits may not be adequate in all cases, however, to prevent the transfer of our capital shares in violation of the ownership limitations. The ownership limit discussed above may have the effect of delaying, deferring or preventing someone from taking control of us.

Actual or constructive ownership of our capital shares in excess of the share ownership limits contained in our Declaration of Trust would cause the violative transfer or ownership to be null and void from the beginning and subject to purchase by us at a price equal to the fair market value of such shares (determined in accordance with the rules set forth in our Declaration of Trust). As a result, if a violative transfer were made, the recipient of the shares would not acquire any economic or voting rights attributable to the transferred shares. Additionally, the constructive ownership rules for these limits are complex and groups of related individuals or entities may be deemed a single owner and consequently in violation of the share ownership limits.

Concentration of ownership by certain investors.

As of December 31, 2015, four institutional shareholders own 5% or more individually, and 45.6% in the aggregate, of our Common Shares. A significant concentration of ownership may allow an investor or a group of investors to exert a greater influence over our management and affairs and may have the effect of delaying, deferring or preventing a change in control of us.

Restrictions on a potential change of control.

Our Board of Trustees is authorized by our Declaration of Trust to establish and issue one or more series of preferred shares without shareholder approval. We have not established any series of preferred shares. However, the establishment and issuance of a series of preferred shares could make more difficult a change of control of us that could be in the best interests of the shareholders. In addition, we have entered into an employment agreement with our Chief Executive Officer and severance agreements are in place with our executives which provide that, upon the occurrence of a change in control of us and either the termination of their employment without cause (as defined) or their resignation for good reason (as defined), those executive officers would be entitled to certain termination or severance payments made by us (which may include a lump sum payment equal to defined percentages of annual salary and prior years' average bonuses, paid in accordance with the terms and conditions of the respective agreement), which could deter a change of control of us that could be in the best interests of the shareholders.

Certain provisions of Maryland law may limit the ability of a third party to acquire control of our Company.

Under the Maryland General Corporation Law, as amended, which we refer to as the "MGCL," as applicable to REITs, certain "business combinations," including certain mergers, consolidations, share exchanges and asset transfers and certain issuances and reclassifications of equity securities, between a Maryland REIT and any person who beneficially owns 10% or more of the voting power of the trust's outstanding voting shares or an affiliate or an associate, as defined in the MGCL, of the trust who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding shares of beneficial interest of the trust, which we refer to as an "interested shareholder," or an affiliate of the interested shareholder, are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. After that five-year period, any such business combination must be recommended by the board of trustees of the trust and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding voting shares of beneficial interest of the trust and (2) two-thirds of the votes entitled to be cast by holders of voting shares of the trust other than shares held by the interested shareholder with whom, or with whose affiliate, the business combination is to be effected or held by an affiliate or associate of the interested shareholder, unless, among other conditions, the trust's common shareholders receive a minimum price, as defined in the MGCL, for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its Common Shares.

These provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of trustees of the trust before the interested shareholder becomes an interested shareholder, and a person is not an interested shareholder if the board of trustees approved in advance the transaction by which the person otherwise would have become an interested shareholder. In approving a transaction, our Board of Trustees may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board.

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The MGCL also provides that holders of "control shares" of a Maryland REIT (defined as voting shares that, when aggregated with all other shares owned by the acquirer or in respect of which the acquirer is entitled to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise one of three increasing ranges of voting power in electing trustees) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of "control shares") have no voting rights except to the extent approved by the affirmative vote of holders of at least two-thirds of all the votes entitled to be cast on the matter, excluding shares owned by the acquirer, by officers or by employees who are also trustees of the trust. Our Bylaws contain a provision exempting from the control share acquisition statute any and all acquisitions by any person of our shares of beneficial interest. Our Bylaws can be amended by our Board of Trustees by majority vote, and there can be no assurance that this provision will not be amended or eliminated at any time in the future.

Additionally, Title 3, Subtitle 8 of the MGCL permits our Board of Trustees, without shareholder approval and regardless of what is currently provided in our Declaration of Trust or Bylaws, to elect to be subject to certain provisions relating to corporate governance that may have the effect of delaying, deferring or preventing a transaction or a change of control of our Company that might involve a premium to the market price of our Common Shares or otherwise be in the best interests of our shareholders. We are subject to some of these provisions (for example, a two-thirds vote requirement for removing a trustee) by provisions of our Declaration of Trust and Bylaws unrelated to Subtitle 8.

Becoming subject to, or the potential to become subject to, these provisions of the MGCL could inhibit, delay or prevent a transaction or a change of control of our Company that might involve a premium price for our shareholders or otherwise be in our or their best interests. In addition, the provisions of our Declaration of Trust on removal of trustees and the provisions of our Bylaws regarding advance notice of shareholder nominations of trustees and other business proposals and restricting shareholder action outside of a shareholders meeting unless such action is taken by unanimous written consent could have a similar effect.

Our rights and shareholders' rights to take action against trustees and officers are limited, which could limit recourse in the event of actions not in the best interests of shareholders.

As permitted by Maryland law, our Declaration of Trust eliminates the liability of our trustees and officers to the Company and its shareholders for money damages, except for liability resulting from:

actual receipt of an improper benefit or profit in money, property or services; or
a final judgment based upon a finding of active and deliberate dishonesty by the trustee or officer that was material to the cause of action adjudicated.

In addition, our Declaration of Trust authorizes, and our Bylaws obligate, us to indemnify each present or former trustee or officer, to the maximum extent permitted by Maryland law, who is made a party to any proceeding because of his or her service to our Company. As part of these indemnification obligations, we may be obligated to fund the defense costs incurred by our trustees and officers.

Outages, computer viruses and similar events could disrupt our operations.

We rely on information technology networks and systems, some of which are owned and operated by third parties, to process, transmit and store electronic information. Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, terrorist or cyber attacks and similar events. Despite the implementation of network security measures, our systems and those of third parties on which we rely may also be vulnerable to computer viruses and similar disruptions. If we and the third parties on whom we rely are unable to prevent such outages and breaches, our operations could be disrupted.

Increased Information Technology ("IT") security threats and more sophisticated computer crime could pose a risk to our systems, networks and services.

Cyber incidents can result from deliberate attacks or unintentional events. There have been an increased number of significant cyber attacks targeted at the retail, insurance, financial and banking industries that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as by causing denial-of-service attacks on websites. Cyber attacks by third parties or insiders utilizes techniques that range from highly sophisticated efforts to electronically circumvent network security or overwhelm website to more traditional intelligence gathering and social engineering aimed at obtaining information necessary to gain access.


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Increased global IT security threats are more sophisticated and targeted computer crimes pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. The open nature of interconnected technologies may allow for a network or Web outage or a privacy breach that reveals sensitive data or transmission of harmful/malicious code to business partners and clients. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures.

Cyber attacks may cause substantial cost and other negative consequences, which may include, but are not limited to:

Compromising of confidential information;
Manipulation and destruction of data;
Loss of trade secrets;
System downtimes and operational disruptions;
Remediation cost that may include liability for stolen assets or information and repairing system damage that may have been caused. Remediation may include incentives offered to customers, tenants or other business partners in an effort to maintain the business relationships or due to legal requirements imposed by the Gramm-Leach-Bliley Act of 1999 or the Privacy of Consumer Financial Information Rule;
Loss of revenues resulting from unauthorized use of proprietary information;
Cost to deploy additional protection strategies, training employees and engaging third party experts and consultants;
Reputational damage adversely affecting investor confidence; and
Litigation.

While we attempt to mitigate these risks by employing a number of measures, including a dedicated IT team, employee training and background checks, maintenance of backup systems and utilization of third party service providers to provide redundancy over multiple locations, and comprehensive monitoring of our networks and systems along with purchasing cyber security insurance coverage, our systems, networks and services remain potentially vulnerable to advanced threats.

Third Party Vendor Risk - Network and Data redundancy

We are dependent and rely on third party vendors including Cloud providers for redundancy of our network, system data, security and data integrity. If a vendor fails to provide services as agreed, suffers outages, business interruptions, financial difficulties or bankruptcy we may experience service interruption, delays or loss of information. Cloud computing is dependent upon having access to an internet connection in order to retrieve data. If a natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an internet connection we may experience a slowdown or delay in our operations. We conduct appropriate due diligence on all services providers and restrict access, use and disclosure of personal information. We engage vendors with formal written agreements clearly defining the roles of the parties specifying privacy and data security responsibilities.

Use of social media may adversely impact our reputation and business.

There has been a significant increase in the use of social media platforms, including weblogs, social media websites and other forms of Internet-based communications, which allow individuals access to a broad audience including our significant business constituents. The availability of information through these platforms is virtually immediate as is its impact and may be posted at any time without affording us an opportunity to redress or correct it timely. This information may be adverse to our interests, may be inaccurate and may harm our reputation, brand image, goodwill, performance, prospects or business. Furthermore, these platforms increase the risk of unauthorized disclosure of material non-public Company information.

Climate change and catastrophic risk from natural perils.

Some of our current properties could be subject to potential natural or other disasters. We may acquire properties that are located in areas which are subject to natural disasters. Any properties located in coastal regions would therefore be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors.

Climate change is a long-term change in the statistical distribution of weather patterns over periods of time that range from decades to millions of years. It may be a change in the average weather conditions or a change in the distribution of weather events with respect to an average, for example, greater or fewer extreme weather events. Climate change may be limited to a specific region, or may occur across the whole Earth.


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There may be significant physical effects of climate change that have the potential to have a material effect on our business and operations. These effects can impact our personnel, physical assets, tenants and overall operations.
Physical impacts of climate change may include:

Increased storm intensity and severity of weather (e.g., floods or hurricanes);
Sea level rise; and
Extreme temperatures.

As a result of these physical impacts from climate-related events, we may be vulnerable to the following:

Risks of property damage to our retail properties;
Indirect financial and operational impacts from disruptions to the operations of major tenants located in our retail properties from severe weather, such as hurricanes or floods;
Increased insurance premiums and deductibles, or a decrease in the availability of coverage, for properties in areas subject to severe weather;
Increased insurance claims and liabilities;
Increases in energy costs impacting operational returns;
Changes in the availability or quality of water, or other natural resources on which the tenant's business depends;
Decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperatures or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable);
Incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and
Economic disruptions arising from the above.

Possible liability relating to environmental matters.

Under various Federal, state and local environmental laws, statutes, ordinances, rules and regulations, as an owner of real property, we may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under our property, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and penalties and damages for injuries to persons and adjacent property). These laws may impose liability without regard to whether, we knew of or were responsible for, the presence or disposal of those substances. This liability may be imposed on us in connection with the activities of an operator of, or tenant at, the property. The cost of any required remediation, removal, fines or personal or property damages and our liability therefore could exceed the value of the property and/or our aggregate assets. In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect our ability to sell or rent that property or to borrow using that property as collateral, which, in turn, could reduce our revenues and affect our ability to make distributions.

A property can also be adversely affected either through physical contamination or by virtue of an adverse effect upon value attributable to the migration of hazardous or toxic substances, or other contaminants that have or may have emanated from other properties. Although our tenants are primarily responsible for any environmental damages and claims related to the leased premises, in the event of the bankruptcy or inability of any of our tenants to satisfy any obligations with respect to the property leased to that tenant, we may be required to satisfy such obligations. In addition, we may be held directly liable for any such damages or claims irrespective of the provisions of any lease.

From time to time, in connection with the conduct of our business, and prior to the acquisition of any property from a third party or as required by our financing sources, we authorize the preparation of Phase I environmental reports and, when necessary, Phase II environmental reports, with respect to our properties. Based upon these environmental reports and our ongoing review of our properties, we are currently not aware of any environmental condition with respect to any of our properties that we believe would be reasonably likely to have a material adverse effect on us. There can be no assurance, however, that the environmental reports will reveal all environmental conditions at our properties or that the following will not expose us to material liability in the future:

The discovery of previously unknown environmental conditions;
Changes in law;
Activities of tenants; and
Activities relating to properties in the vicinity of our properties.


19



Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of our tenants, which could adversely affect our financial condition or results of operations.

Uninsured losses or a loss in excess of insured limits could adversely affect our financial condition.

We carry comprehensive general liability, all-risk property, extended coverage, loss of rent insurance, and environmental liability on our properties, with policy specifications and insured limits customarily carried for similar properties. However, with respect to those properties where the leases do not provide for abatement of rent under any circumstances, we maintain a minimum of twelve months loss of rent insurance. In addition, there are certain types of losses, such as losses resulting from wars, terrorism or acts of God that generally are not insured because they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types would adversely affect our financial condition.

Future terrorist attacks or civil unrest could harm the demand for, and the value of, our properties.

Future terrorist attacks, civil unrest and other acts of terrorism or war, could harm the demand for, and the value of, our properties. Terrorist attacks could directly impact the value of our properties through damage, destruction, loss or increased security costs, and the availability of insurance for such acts may be limited or may be subject to substantial cost increases. To the extent that our tenants are impacted by future attacks, their ability to continue to honor obligations under their existing leases could be adversely affected. A decrease in retail demand could make it difficult for us to renew or re-lease our properties at lease rates equal to or above historical rates. These acts might erode business and consumer confidence and spending, and might result in increased volatility in national and international financial markets and economies. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of our properties, and limit our access to capital or increase our cost of raising capital.


ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.


20



ITEM 2. PROPERTIES.

RETAIL PROPERTIES

The discussion and tables in this Item 2. include properties held through our Core Portfolio and our Funds. We define our Core Portfolio as those properties either 100% owned by, or partially owned through joint venture interests by, the Operating Partnership, or subsidiaries thereof, not including those properties owned through our Funds.

As of December 31, 2015, there are 90 operating properties in our Core Portfolio totaling approximately 5.6 million square feet of gross leasable area ("GLA"). The Core Portfolio properties are located in 12 states and the District of Columbia and primarily consist of street retail and dense suburban shopping centers. These properties are diverse in size, ranging from approximately 2,000 to 900,000 square feet and as of December 31, 2015, were, in total, 96% occupied.

As of December 31, 2015, we owned and operated 27 properties totaling approximately 2.3 million square feet of GLA in our Funds, excluding 30 properties under redevelopment. In addition to shopping centers, the Funds have invested in mixed-use properties, which generally include retail activities. The Fund properties are located in 9 states and the District of Columbia and as of December 31, 2015, were, in total, 83% occupied.

Within our Core Portfolio and Funds, we had approximately 700 leases as of December 31, 2015. A majority of our rental revenues were from national retailers and consist of rents received under long-term leases. These leases generally provide for the monthly payment of fixed minimum rent and the tenants' pro-rata share of the real estate taxes, insurance, utilities and common area maintenance of the shopping centers. Certain of our leases also provide for the payment of rent based on a percentage of a tenant's gross sales in excess of a stipulated annual amount, either in addition to, or in place of, minimum rents. Minimum rents, percentage rents and expense reimbursements accounted for approximately 89% of our total revenues for the year ended December 31, 2015.

Four of our Core Portfolio properties and one of our Fund properties are subject to long-term ground leases in which a third party owns and has leased the underlying land to us. We pay rent for the use of the land and are responsible for all costs and expenses associated with the building and improvements at all five locations.

No individual property contributed in excess of 10% of our total revenues for the years ended December 31, 2015, 2014 or 2013. See Note 8 in the Notes to Consolidated Financial Statements, for information on the mortgage debt pertaining to our properties. The following sets forth more specific information with respect to each of our shopping centers at December 31, 2015:

Retail Property
 
Location
 
Year
Constructed
(C)
Acquired
(A)
 
Ownership
Interest
 
GLA
 
Occupancy
%
12/31/15 (1)
 
Annual
Base
Rent (2)
 
Annual
Base
Rent
PSF
 
Anchor Tenants
Current Lease
Expiration/
Lease Option
Expiration
Core Portfolio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STREET AND URBAN RETAIL
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chicago Metro
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
664 N. Michigan
 
Chicago
 
2013 (A)
 
Fee
 
18,141

 
100
%
 
$
4,399,313

 
$
242.51

 
Tommy Bahama 2029/2039
Ann Taylor Loft 2028/2033
840 N. Michigan
 
Chicago
 
2014 (A)
 
Fee/JV
 
87,135

 
100
%
 
7,548,895

 
86.63

 
H&M 2018/2028
Verizon 2024/2034
Rush and Walton Streets (4)
 
Chicago
 
2011/14 (A)
 
Fee
 
41,533

 
100
%
 
6,205,858

 
156.00

 
Lululemon 2019/2029
Brioni 2023/2033
BHLDN 2023/2033
Marc Jacobs
613-623 West Diversey
 
Chicago
 
2006 (A)
 
Fee
 
19,265

 
26
%
 
428,662

 
88.16

 

651-671 West Diversey
 
Chicago
 
2011 (A)
 
Fee
 
46,259

 
100
%
 
1,922,016

 
41.55

 
Trader Joe's 2021/2041
Urban Outfitters 2021/2031
Clark Street and W. Diversey (5)
 
Chicago
 
2011/12 (A)
 
Fee
 
23,531

 
96
%
 
1,232,791

 
54.82

 
Ann Taylor 2021/2031
Akira 2018/2028

21



Retail Property
 
Location
 
Year
Constructed
(C)
Acquired
(A)
 
Ownership
Interest
 
GLA
 
Occupancy
%
12/31/15 (1)
 
Annual
Base
Rent (2)
 
Annual
Base
Rent
PSF
 
Anchor Tenants
Current Lease
Expiration/
Lease Option
Expiration
Halsted and Armitage (6)
 
Chicago
 
2011/12 (A)
 
Fee
 
44,658

 
95
%
 
1,831,119

 
43.07

 
Intermix 2017/2022
BCBG 2018/2028
Club Monaco 2016/2021
North Lincoln Park (7)
 
Chicago
 
2011/14 (A)
 
Fee
 
51,255

 
82
%
 
1,659,944

 
39.68

 
Aldo 2019/2024
Carhartt 2021/2031
Roosevelt Galleria
 
Chicago
 
2015 (A)
 
Fee
 
37,995

 
100
%
 
1,066,439

 
28.07

 
Petco 2024/2039
Vitamin Shoppe 2028/2038
Total Chicago Metro
 
 
 
 
 
 
 
369,772

 
92
%
 
26,295,037

 
77.09

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New York Metro
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
83 Spring Street
 
Manhattan
 
2012 (A)
 
Fee
 
3,000

 
100
%
 
686,272

 
228.76

 
Paper Source 2022/2027
152-154 Spring Street
 
Manhattan
 
2014 (A)
 
Fee
 
2,936

 
100
%
 
2,209,681

 
752.62

 
Kate Spade Saturday 2025/—
15 Mercer Street
 
Manhattan
 
2011 (A)
 
Fee
 
3,375

 
100
%
 
418,689

 
124.06

 
3 x 1 Denim 2021/—
East 17th Street
 
Manhattan
 
2008 (A)
 
Fee
 
11,467

 
100
%
 
1,300,014

 
113.37

 
Union Fare 2036/—
West 54th Street
 
Manhattan
 
2007 (A)
 
Fee
 
5,773

 
86
%
 
2,058,708

 
413.46

 
Stage Coach Tavern 2033/—
61 Main Street
 
Westport
 
2014 (A)
 
Fee
 
3,400

 
100
%
 
351,560

 
103.40

 

181 Main Street
 
Westport
 
2012 (A)
 
Fee
 
11,350

 
100
%
 
852,150

 
75.08

 
TD Bank 2026/2041
4401 White Plains Road
 
Bronx
 
2011 (A)
 
Fee
 
12,964

 
100
%
 
625,000

 
48.21

 
Walgreens
2060/—
Bartow Avenue
 
Bronx
 
2005 (C)
 
Fee
 
14,676

 
100
%
 
371,379

 
25.31

 
Sleepy's 2019/—
239 Greenwich Avenue
 
Greenwich
 
1998 (A)
 
Fee/JV
 
16,553

(8)
100
%
 
1,469,653

 
88.78

 

252-256 Greenwich Avenue
 
Greenwich
 
2014 (A)
 
Fee
 
9,172

 
100
%
 
1,238,827

 
135.07

 
Calypso 2016/2026
Jack Wills 2020/2025
Madewell 2020/2025
2914 Third Avenue
 
Bronx
 
2006 (A)
 
Fee
 
40,320

 
100
%
 
898,890

 
22.29

 
Planet Fitness 2027/2042
868 Broadway
 
Manhattan
 
2013 (A)
 
Fee
 
2,031

 
100
%
 
702,531

 
345.90

 
Dr Martens 2022/2027
313-315 Bowery
 
Manhattan
 
2013 (A)
 
Fee
 
6,600

 
100
%
 
435,600

 
66.00

 

120 West Broadway
 
Manhattan
 
2013 (A)
 
Fee
 
13,838

 
91
%
 
1,873,981

 
148.28

 
HSBC Bank 2021/2031
Citibank 2022/2037
131-135 Prince Street
 
Manhattan
 
2014 (A)
 
Fee
 
3,200

 
100
%
 
1,269,324

 
396.66

 
Follie Follie 2020/2030
Uno de 50 2017/2022
Shops at Grand
 
Queens
 
2014 (A)
 
Fee
 
99,975

 
91
%
 
2,736,357

 
29.99

 
Stop and Shop 2023/2043
2520 Flatbush Avenue
 
Brooklyn
 
2014 (A)
 
Fee
 
29,114

 
100
%
 
1,054,338

 
36.21

 
Bob's Discount Furniture 2028/2033
Capital One 2024/2034
Total New York Metro
 
 
 
 
 
 
 
289,744

 
96
%
 
20,552,954

 
73.67

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

22



Retail Property
 
Location
 
Year
Constructed
(C)
Acquired
(A)
 
Ownership
Interest
 
GLA
 
Occupancy
%
12/31/15 (1)
 
Annual
Base
Rent (2)
 
Annual
Base
Rent
PSF
 
Anchor Tenants
Current Lease
Expiration/
Lease Option
Expiration
San Francisco Metro
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
City Center
 
San Francisco
 
2015 (A)
 
Fee
 
204,648

 
98
%
 
7,333,292

 
36.76

 
City Target 2025/2035
Best Buy 2018/2042
Total San Francisco Metro
 
 
 
 
 
 
 
204,648

 
98
%
 
7,333,292

 
36.76

 
 
District of Columbia Metro
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1739-53 & 1801-03 Connecticut Avenue
 
Washington D.C.
 
2012 (A)
 
Fee
 
22,907

 
100
%
 
1,321,630

 
57.70

 
Ruth Chris Steakhouse
2020/—
TD Bank 2024/2044
Rhode Island Place Shopping Center
 
Washington D.C.
 
2012 (A)
 
Fee
 
57,529

 
90
%
 
1,460,379

 
28.07

 
TJ Maxx 2017/—
M Street and Wisonsin Corridor (9)
 
Washington D.C.
 
2011/14 (A)
 
Fee/JV
 
31,629

 
100
%
 
2,715,244

 
85.85

 
Lacoste 2019/2025
Juicy Couture 2018/2028
Coach 2017/—
Total District of Columbia Metro
 
 
 
 
 
 
 
112,065

 
95
%
 
5,497,253

 
51.59

 
 
Boston Metro
 
 
 
 
 
 
 


 


 


 


 
 
330-340 River Street
 
Cambridge
 
2012 (A)
 
Fee
 
54,226

 
100
%
 
1,130,470

 
20.85

 
Whole Foods 2021/2051
Total Boston Metro
 
 
 
 
 
 
 
54,226

 
100
%
 
1,130,470

 
20.85

 
 
TOTAL STREET AND URBAN RETAIL
 
 
 
 
 
 
 
1,030,455

 
95
%
 
60,809,006

 
62.03

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SUBURBAN PROPERTIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Jersey
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Elmwood Park Shopping Center
 
Elmwood Park
 
1998 (A)
 
Fee
 
149,070

 
97
%
 
3,833,276

 
26.43

 
Acme 2017/2052
Walgreen’s 2022/2062
Marketplace of Absecon
 
Absecon
 
1998 (A)
 
Fee
 
104,556

 
95
%
 
1,416,309

 
14.30

 
Rite Aid 2020/2040
White Horse Liquors 2019/202024
60 Orange Street
 
Bloomfield
 
2012 (A)
 
Fee/JV
 
101,715

 
100
%
 
695,000

 
6.83

 
Home Depot 2032/2052
New York
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Village Commons Shopping Center
 
Smithtown
 
1998 (A)
 
Fee
 
87,330

 
98
%
 
2,737,535

 
31.96

 

Branch Shopping Center
 
Smithtown
 
1998 (A)
 
LI (3)
 
124,439

 
92
%
 
2,915,843

 
25.61

 
CVS 2020/—
LA Fitness 2027/2042
Amboy Road
 
Staten Island
 
2005 (A)
 
LI (3)
 
63,290

 
100
%
 
2,046,520

 
32.34

 
Stop & Shop 2028/2043
Pacesetter Park Shopping Center
 
Ramapo
 
1999 (A)
 
Fee
 
98,159

 
85
%
 
1,047,708

 
12.54

 
Stop & Shop 2020/2040
West Shore Expressway
 
Staten Island
 
2007 (A)
 
Fee
 
55,000

 
100
%
 
1,391,500

 
25.30

 
LA Fitness 2022/2037
Crossroads Shopping Center
 
White Plains
 
1998 (A)
 
Fee/JV (10)
 
310,762

 
94
%
 
6,846,836

 
23.36

 
Kmart 2017/2032
Home Goods 2018/2033
PetSmart 2024/2039

23



Retail Property
 
Location
 
Year
Constructed
(C)
Acquired
(A)
 
Ownership
Interest
 
GLA
 
Occupancy
%
12/31/15 (1)
 
Annual
Base
Rent (2)
 
Annual
Base
Rent
PSF
 
Anchor Tenants
Current Lease
Expiration/
Lease Option
Expiration
New Loudon Center
 
Latham
 
1993 (A)
 
Fee
 
255,673

 
100
%
 
2,033,458

 
7.95

 
Price Chopper 2020/2035
AC Moore 2016/—
Hobby Lobby 2021/2031
28 Jericho Turnpike
 
Westbury
 
2012 (A)
 
Fee
 
96,363

 
100
%
 
1,650,000

 
17.12

 
Kohl's 2020/2050
Bedford Green
 
Bedford Hills
 
2014 (A)
 
Fee
 
90,472

 
81
%
 
2,188,367

 
29.99

 
Shop Rite 2016/2031
Connecticut
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Town Line Plaza
 
Rocky Hill
 
1998 (A)
 
Fee
 
206,346

 
99
%
 
1,720,212

 
16.18

 
Stop & Shop 2024/2064
Wal-Mart(11)
Massachusetts
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Methuen Shopping Center
 
Methuen
 
1998 (A)
 
Fee
 
130,021

 
100
%
 
1,257,627

 
9.67

 
Market Basket 2025/2035
Wal-Mart 2016/2051
Crescent Plaza
 
Brockton
 
1993 (A)
 
Fee
 
218,148

 
96
%
 
1,812,245

 
8.65

 
Supervalu 2017/2047
Home Depot 2021/2056
201 Needham Street
 
Newton
 
2014 (A)
 
Fee
 
20,409

 
100
%
 
591,861

 
29.00

 
Michael's 2023/2033
163 Highland
 
Needham
 
2015 (A)
 
Fee
 
40,505

 
100
%
 
1,275,673

 
31.49

 
Staples 2020/2035
Petco 2025/2040
Vermont
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
Gateway Shopping Center
 
South Burlington
 
1999 (A)
 
Fee
 
101,655

 
100
%
 
2,037,757

 
20.05

 
Supervalu 2024/2053
Illinois
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
Hobson West Plaza
 
Naperville
 
1998 (A)
 
Fee
 
99,137

 
96
%
 
1,158,605

 
12.14

 
Garden Fresh Markets 2017/2022
Indiana
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
Merrillville Plaza
 
Hobart
 
1998 (A)
 
Fee
 
236,087

 
100
%
 
3,384,713

 
14.40

 
TJ Maxx 2019/2034
Art Van 2023/2038
Michigan
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
Bloomfield Town Square
 
Bloomfield Hills
 
1998 (A)
 
Fee
 
235,786

 
100
%
 
3,576,014

 
15.17

 
TJ Maxx 2019/2034
Home Goods 2016/2026
Best Buy 2021/2041
Dick's Sporting Goods 2023/2043
Ohio
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
Mad River Station (12)
 
Dayton
 
1999 (A)
 
Fee
 
123,335

 
83
%
 
1,396,788

 
13.69

 
Babies ‘R’ Us 2020/—
Delaware
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 

Brandywine Town Center
 
Wilmington
 
2003 (A)
 
Fee/JV (13)
 
824,411

 
93
%
 
12,328,789

 
16.06

 
Bed, Bath & Beyond 2019/2029
Dick’s Sporting Goods 2018/2033
Lowe’s Home Centers 2018/2048
Target 2018/2058
HH Gregg 2020/2035

24



Retail Property
 
Location
 
Year
Constructed
(C)
Acquired
(A)
 
Ownership
Interest
 
GLA
 
Occupancy
%
12/31/15 (1)
 
Annual
Base
Rent (2)
 
Annual
Base
Rent
PSF
 
Anchor Tenants
Current Lease
Expiration/
Lease Option
Expiration
Market Square Shopping Center
 
Wilmington
 
2003 (A)
 
Fee/JV (13)
 
102,047

 
95
%
 
2,490,003

 
25.67

 
TJ Maxx 2016/2021
Trader Joe’s 2019/2034
Route 202 Shopping Center
 
Wilmington
 
2006 (C)
 
LI (3)
 
19,984

 
75
%
 
637,701

 
42.55

 

Pennsylvania
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 

Mark Plaza
 
Edwardsville
 
1993 (C)
 
LI (3)
 
106,856

 
100
%
 
240,664

 
2.25

 
Kmart 2019/2049
Plaza 422
 
Lebanon
 
1993 (C)
 
Fee
 
156,279

 
100
%
 
835,956

 
5.35

 
Home Depot 2028/2058
Route 6 Plaza
 
Honesdale
 
1994 (C)
 
Fee
 
175,589

 
100
%
 
1,295,907

 
7.38

 
Kmart 2020/2070
Dollar Tree 2018/2033
Peebles 2024/2034
Chestnut Hill (14)
 
Philadelphia
 
2006 (A)
 
Fee
 
37,646

 
100
%
 
908,141

 
24.12

 
 
Abington Towne Center
 
Abington
 
1998 (A)
 
Fee
 
216,278

 
96
%
 
1,023,468

 
20.76

 
TJ Maxx 2016/2021
Target (15)
TOTAL SUBURBAN PROPERTIES
 
 
 
 
 
 
 
4,587,348

 
96
%
 
66,774,476

 
16.10

 
 

 
 
 
 
 
 
 


 


 


 


 
 
Total Core Portfolio
 
 
 
 
 
 
 
5,617,803

 
96
%
 
127,583,482

 
24.88

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund Portfolio
 
 
 
 
 
 
 
 
 
 

 
 
 
 

 
 
Fund II Properties
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
New York
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
216th Street
 
Manhattan
 
2005 (A)
 
Fee/JV
 
60,000

 
100
%
 
2,574,000

 
42.90

 
City of New York 2027/2032
161st Street
 
Manhattan
 
2005 (A)
 
Fee/JV
 
249,336

 
41
%
 
3,238,376

 
31.91

 
 
Total Fund II Properties
 
 
 
 
 
 
 
309,336

 
52
%
 
5,812,376

 
35.99

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund III Properties
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
New York
 
 
 
 
 
 
 
 

 
 

 
 

 
 

 
 
Cortlandt Towne Center
 
Mohegan Lake
 
2009 (A)
 
Fee
 
635,457

 
93
%
 
10,134,945

 
17.14

 
Walmart 2018/2048
A&P 2022/2047
Best Buy 2017/2032
Petsmart 2019/2034
654 Broadway
 
Manhattan
 
2011 (A)
 
Fee
 
2,896

 
100
%
 
583,495

 
201.48

 
Penguin 2023/2033
640 Broadway
 
Manhattan
 
2012 (A)
 
Fee/JV (16)
 
4,251

 
79
%
 
818,375

 
245.17

 
Swatch 2023/2028
New Hyde Park Shopping Center
 
New Hyde Park
 
2011 (A)
 
Fee
 
32,602

 
83
%
 
1,172,792

 
43.41

 
Petsmart 2024/2039
3780-3858 Nostrand Avenue
 
Brooklyn
 
2013 (A)
 
Fee
 
42,912

 
78
%
 
1,559,139

 
46.45

 

Maryland
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Arundel Plaza
 
Glen Burnie
 
2012 (A)
 
Fee/JV (17)
 
265,116

 
95
%
 
1,320,784

 
5.25

 
Giant Food 2016/2026
Lowes 2019/2059
Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Heritage Shops
 
Chicago
 
2011 (A)
 
Fee
 
82,098

 
97
%
 
3,279,138

 
41.20

 
LA Fitness 2025/2040
Ann Taylor 2016/2026
Total Fund III Properties
 
 
 
 
 
 
 
1,065,332

 
93
%
 
18,868,668

 
19.07

 


25



Retail Property
 
Location
 
Year
Constructed
(C)
Acquired
(A)
 
Ownership
Interest
 
GLA
 
Occupancy
%
12/31/15 (1)
 
Annual
Base
Rent (2)
 
Annual
Base
Rent
PSF
 
Anchor Tenants
Current Lease
Expiration/
Lease Option
Expiration
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fund IV Properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New York
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1151 Third Avenue
 
Manhattan
 
2013 (A)
 
Fee
 
13,250

 
100
%
 
1,700,850

 
128.37

 
Vineyard Vines 2025/2035
17 East 71st Street
 
Manhattan
 
2014 (A)
 
Fee
 
8,432

 
100
%
 
1,792,487

 
212.58

 
 
1035 Third Avenue
 
Manhattan
 
2015 (A)
 
Fee
 
7,617

 
71
%
 
918,500

 
168.94

 
 
New Jersey
 

 

 

 


 


 


 


 
 
2819 Kennedy Boulevard
 
North Bergen
 
2013 (A)
 
Fee/JV (17)
 
47,539

 
48
%
 
605,558

 
26.75

 
Aldi 2030/2050
Paramus Plaza
 
Paramus
 
2013 (A)
 
Fee/JV (18)
 
154,409

 
63
%
 
1,847,945

 
18.89

 
Babies R Us 2019/2044
Ashley Furniture 2024/2034
Virginia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Promenade at Manassas
 
Manassas
 
2013 (A)
 
Fee/JV (17)
 
265,442

 
99
%
 
3,480,754

 
13.30

 
Home Depot 2031/2071
HH Gregg 2020/2030
Lake Montclair Center
 
Dumfries
 
2013 (A)
 
Fee
 
105,832

 
95
%
 
1,893,136

 
18.85

 
Food Lion
2023/2043
Maryland
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1701 Belmont Avenue
 
Catonsville
 
2012 (A)
 
Fee/JV (17)
 
58,674

 
100
%
 
936,166

 
15.96

 
Best Buy 2017/2032
Delaware
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eden Square
 
Bear
 
2014 (A)
 
Fee/JV (17)
 
231,392

 
73
%
 
2,393,735

 
14.09

 
Giant, 2024/2059
Lowe's 2017/2032
Illinois
 

 

 

 


 


 


 


 

938 W. North Avenue
 
Chicago
 
2013 (A)
 
Fee/JV (19)
 
33,228

 
16
%
 
326,350

 
61.00

 
Sephora 2024/2029
Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Broughton Street Portfolio
 
Savannah
 
2014 (A)
 
Fee/JV (20)
 
24,961

 
100
%
 
981,469

 
33.48

 
J. Crew 2025/2035
L'Occitane 2025/2030
California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
146 Geary Street
 
San Francisco
 
2015 (A)
 
Fee
 
11,436

 
100
%
 
300,000

 
26.23

 
 
Union and Fillmore Collection
 
San Francisco
 
2015 (A)
 
Fee/JV (21)
 
9,104

 
100
%
 
635,279

 
69.78

 
 
Total Fund IV Properties
 
 
 
 
 
 
 
971,316

 
81
%
 
17,812,229

 
22.24

 
 
Total Fund Operating Properties (22)
 
 
 
 
 
 
 
2,345,984

 
83
%
 
$
42,493,273

 
$
21.77

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Notes:
(1)Does not include space for which lease term had not yet commenced as of December 31, 2015.
(2)These amounts include, where material, the effective rent, net of concessions, including free rent.
(3)We are a ground lessee under a long-term ground lease.
(4)Includes 6 properties (8-12 E. Walton, 11 E. Walton, 50-54 E. Walton, 56 E. Walton, 930 Rush Street and 21 E. Chestnut).
(5)Includes 3 properties (639 W. Diversey, 662 W. Diversey and 2731 N. Clark).
(6)Includes 9 properties (819 W. Armitage, 823 W. Armitage, 837 W. Armitage, 841 W. Armitage, 843-45 W. Armitage, 851 W. Armitage, 853 W. Armitage, 2206-08 N. Halsted and 2633 N. Halsted).
(7)Includes 6 properties (2140 N. Clybourn, 2299 N. Clybourn, 1520 Milwaukee Avenue, 1240 W. Belmont, 1521 W. Belmont and 865 W. North Avenue).
(8)In addition to the 16,834 square feet of retail GLA, this property also has 21 apartments comprising 14,434 square feet.
(9)Includes seven properties (1533 Wisconsin Ave., 2809 M St, 3025 M St., 3034 M St., 3146 M St and 3259-61 M St., in which we have a 50% investment, and 3200 M St. in which we have a 100% investment).
(10)We have a 49% investment in this property.
(11)Includes a 97,300 square foot Wal-Mart which is not owned by us.

26



(12)The GLA for this property excludes 29,857 square feet of office space.
(13)We have a 22% investment in this property.
(14)Property consists of two buildings.
(15)Includes a 157,616 square foot Target Store that is not owned by us.
(16)The Fund has a 63% investment in this property.
(17)The Fund has a 90% investment in this property.
(18)The Fund has a 50% investment in this property.
(19)The Fund has a 80% investment in this property.
(20)The Fund has a 50% investment in this portfolio.
(21)The Fund has a 90% investment in this portfolio of 3 properties.
(22)In addition to the Fund operating properties, there are 30 properties under redevelopment; Sherman Plaza (Fund II), City Point (Fund II) , Broad Hollow Commons (Fund III), Cortlandt Crossing (Fund III), 3104 M Street (Fund III), Broughton Street Portfolio (Fund IV, includes 21 properties), 27 E. 61st (Fund IV), 210 Bowery (Fund IV), 801 Madison Avenue (Fund IV) and 650 Bald Hill Road (Fund IV).

MAJOR TENANTS

No individual retail tenant accounted for more than 3.1% of base rents for the year ended December 31, 2015, or occupied more than 6.6% of total leased GLA as of December 31, 2015. The following table sets forth certain information for the 20 largest retail tenants by base rent for leases in place as of December 31, 2015. The amounts below include our pro-rata share of GLA and annualized base rent for the Operating Partnership’s partial ownership interest in properties, including the Funds (GLA and Annualized Base Rent in thousands):
 
 
Number of
 
 
 
 
 
Percentage of Total
Represented by Retail Tenant
Retail Tenant
 
Stores in Portfolio (1)
 
Total GLA
 
Annualized Base Rent (2)
 
Total Portfolio
GLA
 
Annualized Base Rent
The Stop & Shop Supermarket Co
 
5

 
220

 
$
3,643

 
4.3
%
 
3.1
%
Best Buy Co., Inc.
 
4

 
107

 
3,628

 
2.1
%
 
3.1
%
Supervalu Inc.
 
4

 
187

 
3,425

 
3.7
%
 
2.9
%
Target Corp.
 
2

 
156

 
3,225

 
3.1
%
 
2.8
%
LA Fitness International LLC
 
3

 
112

 
2,624

 
2.2
%
 
2.2
%
Verizon Wireless
 
2

 
31

 
2,331

 
0.6
%
 
2.0
%
Ann Inc.
 
3

 
16

 
2,309

 
0.3
%
 
2.0
%
TJX Companies, Inc.
 
9

 
217

 
2,131

 
4.3
%
 
1.8
%
The Home Depot, Inc.
 
4

 
337

 
2,036

 
6.6
%
 
1.7
%
Walgreens
 
4

 
40

 
1,552

 
0.8
%
 
1.3
%
Kate Spade & Co.
 
2

 
4

 
1,379

 
0.1
%
 
1.2
%
Sleepy's Inc.
 
11

 
50

 
1,321

 
1.0
%
 
1.1
%
Citibank
 
6

 
18

 
1,304

 
0.4
%
 
1.1
%
Lululemon Athletica, Inc.
 
2

 
3

 
1,267

 
0.1
%
 
1.1
%
Kmart
 
3

 
274

 
1,170

 
5.4
%
 
1.0
%
JP Morgan Chase Co.
 
7

 
19

 
1,128

 
0.4
%
 
1.0
%
Bob's Discount Furniture
 
2

 
35

 
1,064

 
0.7
%
 
0.9
%
Toronto-Dominion Bank
 
2

 
16

 
1,061

 
0.3
%
 
0.9
%
Trader Joe's Co., Inc.
 
2

 
19

 
967

 
0.4
%
 
0.8
%
Gap, Inc.
 
4

 
18

 
964

 
0.3
%
 
0.8
%
Total
 
81

 
1,879

 
$
38,529

 
37.1
%
 
32.8
%

Notes:

(1) Does not include the following tenants that only operate at one location within the Company's portfolio; Tommy Bahama, H&M, Price Chopper, Union Fare, Marc Jacobs and Kohl's.
(2) Base rents do not include percentage rents, additional rents for property expense reimbursements and contractual rent escalations.

27



LEASE EXPIRATIONS

The following table shows scheduled lease expirations for retail tenants in place as of December 31, 2015, assuming that none of the tenants exercise renewal options. (GLA and Annualized Base Rent in thousands):

Core Portfolio:
 
 
 
 
Annualized Base Rent (1)
 
GLA
Leases maturing in
 
Number of Leases
 
Current Annual Rent
 
Percentage of Total
 
Square Feet